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Constellation Software Inc. Announces Results for the Third Quarter Ended September 30, 2009

TORONTO, ONTARIO--(Marketwire - Nov. 3, 2009) - Constellation Software Inc. (TSX:CSU) ("Constellation" or the "Company") today announced its financial results for the three and nine months ended September 30, 2009. Please note that all dollar amounts referred to in this press release are U.S. Dollars unless otherwise stated.

The following press release should be read in conjunction with the unaudited consolidated interim financial statements for the three and nine month periods ended September 30, 2009 and the accompanying notes, and with our audited consolidated annual financial statements and our annual MD&A for the year ended December 31, 2008 which can be found on SEDAR at [ www.sedar.com ] and on the Company's website [ www.csisoftware.com ]. Additional information about the Company is also available on SEDAR at [ www.sedar.com ].

Q3 2009 Highlights:

-- Revenue increased to $107 million from $81 million in Q3 2008,
 representing a 33% increase. Organic revenue was flat over the same
 period
-- Adjusted EBITDA increased to $23 million from $16 million in Q3 2008,
 representing a 46% increase
-- Adjusted Net Income increased to $15 million ($0.69 on a fully diluted
 per share basis) from $12 million ($0.58 on a fully diluted per share
 basis) in Q3 2008, representing an 18% increase
-- Eight acquisitions were completed in the quarter for net cash
 consideration of $39 million, and holdbacks related to prior
 acquisitions of $0.7 million were refunded to the Company 

Third quarter revenue was $107 million, an increase of 33%, or $26 million, compared to $81 million for the comparable period in 2008. Total revenue for the nine months ended September 30, 2009 was $306 million, an increase of 32% over last year's revenues of $232 million for the same period.

Adjusted EBITDA for the third quarter was $23 million, a 46% increase compared to the prior year's third quarter Adjusted EBITDA of $16 million. Third quarter Adjusted EBITDA per share on a fully diluted basis increased 47% to $1.09, compared to $0.74 for the same period last year. Adjusted EBITDA for the nine month period ended September 30, 2009 was $66 million, an increase of 56% over last year's Adjusted EBITDA of $42 million for the same period. Adjusted EBITDA per share on a fully diluted basis for the nine month period increased 56% to $3.11, compared to $1.99 for the same period in 2008.

Adjusted Net Income for the third quarter was $15 million, compared to the prior year's third quarter Adjusted Net Income of $12 million, an 18% increase. Third quarter Adjusted Net Income per share on a fully diluted basis increased 19% to $0.69 compared to $0.58 for the prior year's third quarter. Adjusted Net Income for the nine month period ended September 30, 2009 was $48 million, an increase of 35% over last year's Adjusted Net Income of $35 million. Adjusted Net Income per share on a fully diluted basis for the nine month period ended September 30, 2009 increased 35% to $2.25 compared to $1.67 for the same period in 2008.

Net income for the third quarter was $2.7 million compared to the prior year's third quarter net income of $3.3 million. On a fully diluted per share basis, this translates into net income per share of $0.13. For the nine months ended September 30, 2009 net income was $10.2 million or $0.48 per diluted share compared to $11.0 million or $0.52 per share last year.

The following table displays our revenue by reporting segment and the percentage change for the three and nine months ended September 30, 2009 compared to the same periods in 2008:

 Three months Period-Over- Nine months Period-Over
 ended Period ended -Period
 Sep. 30, Change Sep. 30, Change
 ---------------------------------------------------
 2009 2008 $ % 2009 2008 $ %
 ---------------------------------------------------
 ($000, except ($000, except
 percentages) percentages)
Public Sector
Licenses 8,052 6,204 1,848 30% 24,195 17,595 6,600 38%
Professional services
 and other:
 Services 21,805 15,648 6,157 39% 65,631 42,189 23,442 56%
 Hardware and
 other 8,117 3,108 5,009 161% 20,100 10,695 9,405 88%

Maintenance 43,131 30,399 12,732 42% 123,431 85,963 37,468 44%
 ------ ------ ----- --- ------ ------ ------ ---

 81,105 55,359 25,746 47% 233,357 156,442 76,915 49%
 ------ ------ ----- --- ------ ------ ------ ---
 ------ ------ ----- --- ------ ------ ------ ---

Private Sector
Licenses 2,416 2,860 (444) -16% 6,155 9,399 (3,244) -35%
Professional
 services and other:
 Services 2,952 4,102 (1,150) -28% 9,082 11,928 (2,846) -24%
 Hardware and
 other 1,066 937 129 14% 2,745 3,069 (324) -11%
Maintenance 19,740 17,532 2,208 13% 54,707 51,297 3,410 7%
 ------ ------ ----- --- ------ ------ ------ ---
 26,174 25,431 743 3% 72,689 75,693 (3,004) -4%
 ------ ------ ----- --- ------ ------ ------ ---

Public Sector

For the quarter ended September 30, 2009, total revenue in the public sector segment increased 47%, or $26 million, to $81 million, compared to $55 million for the quarter ended September 30, 2008. For the nine months ended September 30, 2009, total revenue increased by 49% or $77 million, to $233 million, compared to $156 million for the comparable period in 2008. The increases for both the three and nine month periods were significant across all revenue types. Revenue growth from acquired businesses was significant for both the three and nine month periods as we completed sixteen acquisitions since the beginning of 2008 in our public sector segment. It is estimated that acquisitions completed since the beginning of 2008 contributed approximately $23 million to our Q3 2009 revenues and $73 million to our revenues in the nine months ended September 30, 2009. In calculating our organic growth, we assume that the companies we've acquired continue, during the 12 months following their acquisition, to achieve revenues at a level consistent with the revenues they achieved during the 12 months preceding their acquisition by Constellation. Actual revenues achieved by each company acquired could be higher or lower than the amounts estimated, however Constellation believes that this method of calculating organic growth provides a reasonable estimate of actual organic growth achieved. Revenues increased organically by $4 million in Q3 2009 and $6 million in the nine months ended September 30, 2009 compared to the same periods in 2008. The organic revenue increase was primarily driven by the following:

-- Trapeze operating group (increase of approximately $1.8 million for Q3
 and $1.9 million for the first nine months). For both the quarter and
 the first nine months, Trapeze experienced an organic increase in
 maintenance revenues primarily due to continued strong bookings in their
 North American transit business.
-- Harris operating group (increase of approximately $2.4 million for Q3
 and $3.2 million for the first nine months). Harris had strong sales
 both to existing clients and to new customers as well as a strong
 increase in maintenance revenues from completed implementations.

Private Sector

For the quarter ended September 30, 2009, total revenue in the private sector segment increased 3%, or $1 million, to $26 million, compared to $25 million for the quarter ended September 30, 2008. For the nine months ended September 30, 2009 total revenue decreased by 4% or $3 million, to $73 million, compared to $76 million for the comparable period in 2008. Revenue growth from acquired businesses was significant for both the three and nine month periods as we completed fifteen acquisitions since the beginning of 2008 in our private sector segment. It is estimated that acquisitions completed since the beginning of 2008 contributed approximately $4 million to our Q3 2009 revenues and $8 million to our revenues in the nine months ended September 30, 2009. Revenues decreased organically by $4 million in Q3 2009 and $11 million in the nine months ended September 30, 2009 compared to the same periods in 2008. The organic revenue decline was primarily driven by the following:

-- Homebuilder and Friedman operating groups (decrease of approximately
 $2.6 million for Q3 and $8.7 million for the first nine months). These
 operating groups continued to feel the effects of the housing slowdown
 in the U.S. The decline was apparent across all revenue streams as many
 of our existing and prospective clients have delayed purchasing
 decisions. Our Homebuilding and Friedman operating groups are
 significantly affected by decreasing demand for new housing and building
 products. These groups continue to see decreased demand for their
 products and services and we are uncertain when demand will stop
 decreasing given the weakness in the underlying industries that they
 serve.
-- Jonas operating group (decrease of approximately $0.9 million for Q3 and
 $2.2 million for the first nine months). Jonas experienced decreased
 demand in their construction, club and food services verticals. The
 decline was apparent in licenses and services as many existing and
 prospective clients delayed purchasing decisions.

During the quarter, Constellation completed eight acquisitions for total net cash consideration of approximately $39 million, and received holdbacks related to prior acquisitions of $0.7 million. At September 30, 2009, Constellation's cash position (net of borrowings on our line of credit) decreased to negative $37 million, from negative $30 million at December 31, 2008.

"Our businesses have responded well to the slowdown in the economy. We sell capital goods, and like most such companies, our sales to new customers and sales of new products have been depressed. Despite the economy, cost cutting combined with a growing base of recurring revenues has allowed us to generate record EBITA margins and cash flows during the last 12 months. After a weak start to fiscal 2009, we deployed capital in acquisitions at a rate that far exceeded our cash flow generation during Q3. We continue to believe that we will achieve our 2006-2010 revenue and Adjusted Net Income growth per share objectives."

Conference Call and Webcast

Management will host a conference call at 8:00 a.m. (ET) on Wednesday, November 4, 2009 to answer questions regarding the results. The teleconference numbers are 416-340-8061 or 866-225-0198. The call will also be webcast live and archived on Constellation's web site at [ www.csisoftware.com ].

A replay of the conference call will be available as of 11:30 a.m. ET the same day until 11:59 p.m. ET on August 20, 2009. To access the replay, please dial 416-695-5800 or 1-800-408-3053 followed by the passcode 5656462#.

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. 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 reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Constellation assumes no obligation, except as required by law, 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, and amortization, and before including gain (loss) on sale of short-term investments, marketable securities, other assets, and foreign exchange. The Company 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. "Adjusted EBITDA margin" refers to the percentage that Adjusted EBITDA for any period represents as a portion of total revenue for that period.

"Adjusted Net Income" means net income plus amortization of intangible assets and future income taxes. 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 amortization of intangibles and future income taxes as these are non-cash expenses that do not necessarily reflect the decrease in economic value of acquisitions. The majority of future income taxes relate to the amortization of intangible assets, and thus are being added back to more closely match the non-cash future tax recovery with the amortization of intangibles. "Adjusted Net Income margin" refers to the percentage that Adjusted Net Income for any period represents as a portion of total revenue for that period.

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.

The following table reconciles Adjusted EBITDA to net income:

 Three months ended Nine months ended
 Sep. 30, Sep. 30,
 ---------------------------------------
 2009 2008 2009 2008
 --------- --------- --------- ---------
 ($000, except ($000, except
 percentages) percentages)

Total revenue $ 107,279 $ 80,790 $ 306,046 $ 232,135
 --------- --------- --------- ----------
 --------- --------- --------- ----------

Net income 2,706 3,293 10,234 11,024
Add back:
Income taxes 1,084 1,413 4,714 1,453
Foreign exchange loss (gain) 2,022 176 624 (487)
Interest expense 542 120 1,908 517
Loss on held for trading
 investments related to
 mark to market adjustments 0 134 0 134
Loss (gain) on sale of short-term
 investments, marketable securities
 and other assets 0 15 (33) (9)
Other expenses 0 0 1,474 0
Amortization of intangible assets 15,583 9,709 44,271 27,006
Depreciation 1,067 883 2,706 2,509

Adjusted EBITDA 23,004 15,743 65,898 42,147
Adjusted EBITDA margin 21% 19% 22% 18%
 --------- ---------


The following table reconciles Adjusted Net Income to net income:

 Three months ended Nine months ended
 Sep. 30, Sep. 30,
 -------------------- --------------------
 2009 2008 2009 2008
 ---------- --------- ---------- ---------
 ($000, except ($000, except
 percentages) percentages)

Total revenue $ 107,279 $ 80,790 $ 306,046 $ 232,135
 ---------- -------- --------- ----------
 ---------- --------- --------- ----------

Net income 2,706 3,293 10,234 11,024
Add back:
Amortization of intangible
 assets 15,583 9,709 44,271 27,006
Future income taxes (recovery) (3,722) (670) (6,749) (2,582)

Adjusted net income 14,567 12,332 47,756 35,448
Adjusted net income margin 14% 15% 16% 15%


The following provides supplemental income statement and cash flow 
information for assets acquired from MAXIMUS ('MAJES') in Q3 2008:


Statement of Operations
For the three and nine months ended September 30, 2009

----------------------------------------------------------------------------
 For the 3 months ended For the 9 months ended
 September 30, 2009 September 30, 2009
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 Constellation Constellation
 Software Software
 Inc. Inc.
 (exclu- (exclu-
 ding Consoli- ding Consoli-
(Unaudited) MAJES) MAJES dated MAJES) MAJES dated
----------------------------------------------------------------------------

Revenue $88,674 $18,605 $107,279 $249,886 $56,160 $306,046
Cost of revenue 33,338 6,777 40,115 91,962 20,972 112,934
------------------- -------------------------------------------------------
Gross Profit 55,336 11,828 67,164 157,924 35,188 193,112

Total Expenses
 (pre amortization) 37,416 6,744 44,160 107,381 19,833 127,214
----------------------------------------------------------------------------

Adjusted EBITDA 17,920 5,084 23,004 50,543 15,355 65,898
 EBITDA as % Total
 Revenue 20% 27% 21% 20% 27% 22%
 Depreciation 912 155 1,067 2,446 260 2,706
Income before the
 undernoted 17,008 4,929 21,937 48,097 15,095 63,192

Amortization of
 intangible assets 12,956 2,627 15,583 37,195 7,076 44,271
Other expenses (income) 1,895 669 2,564 3,319 654 3,973

Income before income
 taxes 2,157 1,633 3,790 7,583 7,365 14,948

Income taxes 861 223 1,084 2,298 2,416 4,714

----------------------------------------------------------------------------
Net Income $ 1,296 $ 1,410 $ 2,706 $ 5,285 $ 4,949 $ 10,234
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Cash flow from operating activities
For the three and nine months ended September 30, 2009

----------------------------------------------------------------------------
 For the 3 months ended For the 9 months ended
 September 30, 2009 September 30, 2009
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 Constellation Constellation
 Software Software
 Inc. Inc.
 (exclu- (exclu-
 ding Consoli- ding Consoli-
(Unaudited) MAJES) MAJES dated MAJES) MAJES dated
----------------------------------------------------------------------------

Cash flows from
 operating activities:
 Net income $ 1,296 $ 1,410 $ 2,706 $ 5,285 $ 4,949 $ 10,234
 Adjustments to
 reconcile net
 income to
 net cash flows
 from operations:
 Depreciation 912 155 1,067 2,446 260 2,706
 Amortization of
 intangible assets 12,956 2,627 15,583 37,195 7,076 44,271
 Future income taxes (1,587) (2,135) (3,722) (4,569) (2,180) (6,749)
 Other non-cash
 items 1,435 645 2,080 1,007 645 1,652
 Change in non-cash
 operating working
 capital 8,223 3,695 11,918 (9,589) 5,046 (4,543)
----------------------------------------------------------------------------
 Cash flows from
 operating
 activities $ 23,235 $ 6,397 $ 29,632 $ 31,775 $15,796 $ 47,571


The following table reconciles Adjusted EBITDA to net income for MAJES:

Adjusted EBITDA to net income reconciliation
For the three and nine months ended September 30, 2009

----------------------------------------------------------------------------
 For the 3 months ended For the 9 months ended
 September 30, 2009 September 30, 2009
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 Constellation Constellation
 Software Software
 Inc. Inc.
 (exclu- (exclu-
 ding Consoli- ding Consoli-
(Unaudited) MAJES) MAJES dated MAJES) MAJES dated
----------------------------------------------------------------------------

Total revenue $ 88,674 $18,605 $107,279 $249,886 $56,160 $306,046
 -------- ------- -------- --------- ------- --------

Net income 1,296 1,410 2,706 5,285 4,949 10,234
Add back:
Income tax expense 861 223 1,084 2,298 2,416 4,714
Other expenses
 (income) 1,895 669 2,564 3,319 654 3,973
Amortization of
 intangible assets 12,956 2,627 15,583 37,195 7,076 44,271
Depreciation 912 155 1,067 2,446 260 2,706

Adjusted EBITDA 17,920 5,084 23,004 50,543 15,355 65,898
Adjusted EBITDA margin 20% 27% 21% 20% 27% 22%

About Constellation Software Inc.

Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation Software is an international provider of market leading software and services to a number of industries across both the public and private sectors. The Company acquires, manages and builds vertical market software businesses that provide mission-critical software solutions to address the specific needs of its customers in those industries.

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

----------------------------------------------------------------------------
----------------------------------------------------------------------------
 September 30, December 31,
 2009 2008
---------------------------------------------------------------------------
 (Unaudited)
Assets
Current assets:
 Cash $ 16,973 $ 30,405
 Short-term investments and
 marketable
 securities available for sale 16,046 9,979
 Accounts receivable 64,238 61,079
 Work in progress 21,111 15,392
 Inventory 3,084 2,308
 Prepaid expenses and other
 current assets 11,604 8,395
 Investment tax credits
 recoverable 2,180 1,504
 Future income taxes 4,622 3,779
 ------------------------------------------------ -----------------------
 139,858 132,841

Restricted cash 800 750
Property and equipment 10,484 9,381
Future income taxes 12,970 5,713
Notes receivable 3,770 3,643
Investment tax credits recoverable 2,004 1,808
Other long-term assets 4,286 3,656
Intangible assets 199,480 188,070
Goodwill 40,790 39,937
----------------------------------------------------------------------------
 $ 414,442 $ 385,799
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current liabilities:
 Bank indebtedness $ 54,000 $ 60,200
 Accounts payable and accrued
 liabilities 58,672 63,429
 Acquisition holdback payments 4,787 10,901
 Deferred revenue 131,209 115,466
 Income taxes payable 4,006 3,197
 ------------------------------------------------ -----------------------
 252,674 253,193
Future income taxes 32,009 26,778
Other long-term liabilities 22,356 10,446
Shareholders equity:
 Capital stock 99,283 99,283
 Shareholder loans (664) (931)
 Accumulated other comprehensive
 loss (804) (6,901)
 Retained earnings 9,588 3,931
 ------------------------------------------------ -----------------------
 107,403 95,382

 $ 414,442 $ 385,799
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----------------------------------------------------------------------------


CONSTELLATION SOFTWARE INC.
Interim Consolidated Statements of Operations 
(In thousands of U.S. dollars, except per share amounts)

----------------------------------------------------------------------------
----------------------------------------------------------------------------
 Three months ended Nine months ended
 September 30, September 30,
 2009 2008 2009 2008
----------------------------------------------------------------------------
 (Unaudited) (Unaudited)

Revenue $ 107,279 $ 80,790 $ 306,046 $ 232,135
Cost of revenue 40,115 29,722 112,934 86,974
--------------------------------------------- --------- --------- ---------
 67,164 51,068 193,112 145,161

Research and development 16,478 11,856 46,460 34,813
Sales and marketing 10,714 8,930 31,494 26,812
General and administration 16,968 14,539 49,260 41,389
Depreciation 1,067 883 2,706 2,509
--------------------------------------------- --------- --------- ---------
 45,227 36,208 129,920 105,523
--------------------------------------------- --------- --------- ---------
Income before the undernoted 21,937 14,860 63,192 39,638

Amortization of intangible assets 15,583 9,709 44,271 27,006
Other expenses - - 1,474 -
Loss (gain) on sale of short-term
 investments, marketable securities
 and other assets - 15 (33) (9)
Loss on held for trading investments
 related to mark to market adjustments - 134 - 134
Interest expense, net 542 120 1,908 517
Foreign exchange (gain) loss 2,022 176 624 (487)
--------------------------------------------- --------- --------- ---------
Income before income taxes 3,790 4,706 14,948 12,477
Income taxes (recovery):
 Current 4,806 2,083 11,463 4,035
 Future (3,722) (670) (6,749) (2,582)
 ------------------------------------------- --------- --------- ---------
 1,084 1,413 4,714 1,453

----------------------------------------------------------------------------
Net income $ 2,706 $ 3,293 $ 10,234 $ 11,024
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Income per share:
 Basic $ 0.13 $ 0.16 $ 0.48 $ 0.52
 Diluted 0.13 0.16 0.48 0.52

----------------------------------------------------------------------------
----------------------------------------------------------------------------

Weighted average number of shares
 outstanding:
 Basic 21,171 21,153 21,163 21,130
 Diluted 21,192 21,192 21,192 21,192
 Outstanding at the end of the
 period 21,192 21,192 21,192 21,192

----------------------------------------------------------------------------
----------------------------------------------------------------------------


CONSTELLATION SOFTWARE INC.

Interim Consolidated Statements of Retained Earnings (deficit) 
(In thousands of U.S. dollars)

----------------------------------------------------------------------------
----------------------------------------------------------------------------
 Three months ended Nine months ended
 September 30, September 30,
 2009 2008 2009 2008
----------------------------------------------------------------------------
 (Unaudited) (Unaudited)

Retained earnings (deficit),
 beginning of period $6,882 $ (3,332) $ 3,931 $ (7,249)

Net income 2,706 3,293 10,234 11,024

Dividends - - (4,577) (3,814)

----------------------------------------------------------------------------
Retained earnings (deficit),
 end of period $9,588 $ (39) $ 9,588 $ (39)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Interim Consolidated Statements of Comprehensive Income
(In thousands of U.S. dollars)

----------------------------------------------------------------------------
----------------------------------------------------------------------------
 Three months ended Nine months ended
 September 30, September 30,
 2009 2008 2009 2008
----------------------------------------------------------------------------
 (Unaudited) (Unaudited)

Net Income $2,706 $ 3,293 $ 10,234 $ 11,024

Other comprehensive net income,
 net of tax:

 Net unrealized mark-to-market
 adjustment gain (loss) on
 available-for-sale financial
 assets during the period
 (taxes - nil) 3,720 438 4,099 (1,401)

 Net unrealized foreign exchange
 adjustment gain (loss) on
 available-for-sale financial
 assets during the period
 (taxes - nil) (218) (646) 524 (740)

 Transfer of unrealized gain
 from prior periods upon
 derecognition of
 available-for-sale
 investments (taxes - nil) - - - (39)

 Amounts reclassified to
 earnings during the period
 (taxes - nil) - - 1,474 -

----------------------------------------------------------------------------
Comprehensive income $6,208 $ 3,085 $ 16,331 $ 8,844
----------------------------------------------------------------------------
----------------------------------------------------------------------------


CONSTELLATION SOFTWARE INC.

Interim Consolidated Statements of Cash Flows 
(In thousands of U.S. dollars)

----------------------------------------------------------------------------
----------------------------------------------------------------------------
 Three months ended Nine months ended
 September 30, September 30,
 2009 2008 2009 2008
----------------------------------------------------------------------------
 (Unaudited) (Unaudited)
Cash flows from operating
 activities:
 Net income $ 2,706 $ 3,293 $ 10,234 $ 11,024
 Adjustments to reconcile net
 income to net cash flows from
 operations:
 Depreciation 1,067 883 2,706 2,509
 Amortization of intangible
 assets 15,583 9,709 44,271 27,006
 Non-cash interest (30) (43) (101) (137)
 Future income taxes (3,722) (670) (6,749) (2,582)
 Other - - 1,474 -
 Loss (gain) on sale of short-term
 investments, marketable
 securities, and other assets - 15 (33) (9)
 Loss on held for trading
 investments related to
 mark to market adjustments - 134 - 134
 Unrealized foreign exchange
 (gain) loss 2,110 307 312 (66)
 Change in non-cash operating
 working capital 11,918 10,226 (4,543) 1,836
 ------------------------------------------- --------- --------- ---------
 Cash flows from operating
 activities 29,632 23,854 47,571 39,715

Cash flows from (used in) financing
 activities:
 Increase (decrease) in other
 long-term liabilities (135) 172 (194) 395
 Increase (decrease) in bank
 indebtedness 17,000 26,500 (6,200) 35,358
 Credit facility financing fees (26) - (54) (354)
 Dividends - - (4,577) (3,814)
 Repayment of shareholder loans 2 - 329 880
 ------------------------------------------- --------- --------- ---------
 Cash flows from (used in)
 financing activities 16,841 26,672 (10,696) 32,465

Cash flows from (used in) investing
 activities:
 Acquisition of businesses, net of
 cash acquired (38,701) (43,590) (44,295) (59,679)
 Acquisition holdback (payments)
 refunds 701 (1,831) (1,871) (2,571)
 Investment in VCG Inc. - (85) - (85)
 Additions to short-term
 investments, marketable securities
 and other assets (1,521) - (1,411) (12,158)
 Decrease (increase) in restricted
 cash (50) 89 (50) (908)
 Increase in other assets (177) (1,094) (306) (1,848)
 Property and equipment purchased (978) (874) (2,907) (2,385)
 ------------------------------------------- --------- --------- ---------
 Cash flows used in investing
 activities (40,726) (47,385) (50,840) (79,634)

Effect of currency translation
 adjustment on cash and cash
 equivalents (1,220) (543) 533 (428)
--------------------------------------------- --------- --------- ---------
Increase (decrease) in cash and cash
 equivalents 4,527 2,598 (13,432) (7,882)

Cash, beginning of period 12,446 9,316 30,405 19,796

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Cash, end of period $ 16,973 $ 11,914 $ 16,973 $ 11,914
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Supplemental cash flow information:
 Income taxes paid $ 1,103 $ 3,791 $ 9,917 $ 3,791
 Interest paid 684 326 2,331 1,220
 Investment tax credits received 55 908 260 908
 Interest received - - 46 749
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