Constellation Software Inc.TSX: CSU

Constellation Software Inc. Announces Results for First Quarter of 2006

· Issued by Constellation Software Inc. via CNW
TORONTO, May 23 /CNW/ - Constellation Software Inc. (TSX:CSU)
("Constellation" or the "Company") today announced its unaudited first quarter
financial results for the quarter ended March 31, 2006.
First quarter revenue was $51.2 million, an increase of 37% compared to
$37.5 million reported in the same period last year. First quarter revenue per
share on a fully diluted basis increased 34% compared to the prior year's
first quarter.
Adjusted EBITDA for the first quarter was $7.2 million, a 57% increase
compared to the prior year's first quarter Adjusted EBITDA of $4.6 million.
First quarter Adjusted EBITDA per share on a fully diluted basis increased 54%
compared to the prior year's first quarter.
Adjusted Net income for the first quarter was $5.1 million compared to
the prior year's first quarter Adjusted Net Income of $3.8 million, a 34%
increase. First quarter Adjusted Net Income per share on a fully diluted basis
increased 31% compared to the prior year's first quarter.
Net loss for the first quarter was $8.7 million compared to the prior
year's first quarter net income of $1.1 million. On a fully diluted per share
basis this translates into a net loss per share of $0.43 for the first quarter
of 2006 compared to a net income per fully diluted share of $0.05 in the same
period of 2005. The principal reason for the net loss was a charge relating to
the appreciation of common shares eligible for redemption of $10.1 million, as
detailed in our first quarter report this charge will no longer occur in the
future.
"During the quarter we delivered good results and progress across a
number of financial metrics," said Mark Leonard, President of Constellation.
"It should be noted that both our revenue growth and Adjusted EBITDA growth
rates during the quarter exceeded our five year objective of 20% per annum
average growth. In the future, we expect these growth rates to trend closer to
the five year average targets."
During the quarter Constellation made three acquisitions for cash
consideration of $3.4 million, and made an annual distribution to shareholders
of $2.5 million. At March 31, 2006 the Company had cash and marketable
securities net of bank debt of $16.3 million, down from $19.2 million as of
December 31, 2005. The Company continues to seek further organic growth
opportunities and acquisitions.

Forward Looking Statements

Certain statements herein may be "forward looking" statements that
involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of Constellation or the
industry to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
statements reflect current assumptions and expectations regarding future
events and operating performance and speak only as of the date hereof. Forward
looking statements involve significant risks and uncertainties, should not be
read as guarantees of future performance or results, and will not necessarily
be accurate indications of whether or not such results will be achieved. A
number of factors could cause actual results to vary significantly from the
results discussed in the forward looking statements. These forward looking
statements are made as of the date hereof and Constellation assumes no
obligation to update any forward looking statements to reflect new events or
circumstances.

Non-GAAP Measures

The term "Adjusted EBITDA" refers to net income before deducting
interest, taxes, depreciation, amortization, appreciation in common shares
eligible for redemption, other expenses and foreign exchange, and before
including gain on sale of short-term investments, marketable securities and
other assets. Constellation believes that Adjusted EBITDA is useful
supplemental information as it provides an indication of the results generated
by the Company's main business activities prior to taking into consideration
how those activities are financed and taxed and also prior to taking into
consideration asset depreciation and the other items listed above. The term
''Adjusted Net Income'' means net income plus appreciation in common shares
eligible for redemption and amortization of intangible assets. The Company
believes that Adjusted Net Income is useful supplemental information as it
provides an indication of the results generated by the Company's main business
activities prior to taking into consideration appreciation in common shares
eligible for redemption (which will no longer be included in net income for
periods following the closing of our IPO) and prior to taking into
consideration amortization of intangibles as these are non-cash expenses that
do not necessarily reflect the economic value of our acquisitions.
Adjusted EBITDA and Adjusted Net Income are not recognized measures under
GAAP and, accordingly, shareholders are cautioned that Adjusted EBITDA and
Adjusted Net Income should not be construed as alternatives to net income
determined in accordance with GAAP as an indicator of the financial
performance of the Company or as a measure of the Company's liquidity and cash
flows. The Company's method of calculating Adjusted EBITDA and Adjusted Net
Income may differ from other issuers and, accordingly, Adjusted EBITDA and
Adjusted Net Income may not be comparable to similar measures presented by
other issuers.

About Constellation

Constellation acquires, manages and builds vertical market software
businesses that provide mission critical software solutions. Constellation's
common shares are listed on the Toronto Stock Exchange under the symbol "CSU".
Further information about Constellation may be obtained from the Company's web
site at www.csisoftware.com.

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CONSTELLATION SOFTWARE INC.
Consolidated Balance Sheets
(In thousands of U.S. dollars)

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                                                March 31     December 31
                                                    2006            2005
                                              (unaudited)
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Assets

Current assets:
  Cash and cash equivalents                   $   15,348      $   18,285
  Short-term investments                           2,096             932
  Accounts receivable                             29,606          27,655
  Work in progress                                12,930          11,535
  Prepaid expenses and other current assets        5,328           4,520
  Future income taxes                              2,004           2,359
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                                                  67,312          65,286

Capital assets                                     6,655           6,446
Future income taxes                                2,936           3,986
Other long-term assets                               768             787
Goodwill                                          23,720          23,720
Intangible assets                                 59,842          58,258

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                                              $  161,233      $  158,483
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Liabilities and Shareholders' Equity

Current liabilities:
  Bank indebtedness                           $    1,100      $        -
  Accounts payable and accrued liabilities        26,088          34,653
  Deferred revenue                                52,112          44,939
  Deferred compensation                              331             237
  Income taxes payable                             1,821           1,276
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                                                  81,452          81,105

Future income taxes                                7,557           9,267
Other long term liabilities                        1,468           1,464
Deferred compensation                              1,326           1,020
Common shares eligible for redemption             38,599          24,182

Shareholders' equity:
  Capital stock                                   56,583          57,220
  Cumulative translation adjustment               (3,152)         (3,152)
  Deficit                                        (22,600)        (12,623)
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                                                  30,831          41,445

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                                              $  161,233      $  158,483
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CONSTELLATION SOFTWARE INC.
Consolidated Statements of Operations
(In thousands of U.S. dollars, except per share amounts)
Unaudited

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                                                     Three months ended
                                                          March 31,
                                                    --------------------
                                                    2006            2005
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Revenue                                       $   51,220      $   37,463
Cost of revenue                                   20,338          14,726
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                                                  30,882          22,737

Research and development                           8,192           6,266
Sales and marketing                                6,408           4,889
General and administration                         9,053           6,979
Amortization of capital assets                       636             554
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                                                  24,289          18,688

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Income before the undernoted                       6,593           4,049

Appreciation in common shares eligible for
 redemption                                       10,093               -
Amortization of intangible assets                  3,661           2,722
Other expenses                                       884               -
Gain on sale of short-term investments,
  marketable securities and other assets              (8)           (228)
Interest income                                      (59)           (260)
Foreign exchange loss                                263              24
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Income (loss) before income taxes                 (8,241)          1,791

Income taxes (recovery):
  Current                                            710             593
  Future                                            (295)            111
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                                                     415             704

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Net income (loss)                             $   (8,656)     $    1,087
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Net income (loss) per share:
  Basic                                       $    (0.43)     $     0.06
  Diluted                                          (0.43)           0.05


CONSTELLATION SOFTWARE INC.
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Unaudited

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                                                     Three months ended
                                                          March 31,
                                                    --------------------
                                                    2006            2005
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Cash flows from operating activities:
  Net income (loss)                           $   (8,656)     $    1,087
  Adjustments to reconcile net income to net
   cash flows from operations:
    Amortization of capital assets                   636             554
    Amortization of intangible assets              3,661           2,722
    Loss on common shares eligible for
     redemption                                   10,093               -
    Deferred compensation                            400               -
    Future income taxes                             (295)            111
    Gain on sale of short term investments
     and marketable securities                        (8)           (228)
    Unrealized exchange loss (gain)                  243              24
  Change in non-cash operating working capital    (5,871)          3,112
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  Cash flows from operating activities               203           7,383

Cash flows from (used in) financing activities:
  Increase (decrease) in long term liabilities         4             (65)
  Dividends                                       (1,381)              -
  Distributions to common shares eligible for
   redemption                                       (471)              -
  Issue of common shares eligible for
   redemption                                      2,899             192
  Redemption of common shares eligible for
   redemption                                        (14)            (65)
  Repayment of shareholder loans                   1,910              87
  Return of capital                                 (637)              -
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  Cash flows from (used in) financing
   activities                                      2,310             149

Cash flows from (used in) investing activities:
  Acquisition of businesses, net of cash
   acquired                                       (3,433)        (12,954)
  Additions (reductions) to short-term
   investments, marketable securities and
   other assets                                   (1,156)            833
  Other assets                                        19               -
  Capital asset purchases                           (687)           (911)
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  Cash flows from (used in) investing
   activities                                     (5,257)        (13,031)

Effect of currency translation adjustment on
 cash and cash equivalents                          (193)            (11)
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Increase (decrease) in cash and cash
 equivalents                                      (2,937)         (5,510)

Cash and cash equivalents, beginning of year      18,285          25,445

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Cash and cash equivalents, end of year        $   15,348      $   19,935
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Constellation Software Inc. (TSX:CSU)

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