Constellation Software Inc. (TSX:CSU)
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Sep 18, 2026, 4:00 PM EST
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Earnings Call: Q1 2014

May 1, 2014

Operator

Good morning, ladies and gentlemen. Welcome to Constellation Software Inc's Q1 2014 Results Conference Call. I would now like to turn the meeting over to Mr. Mark Leonard and Jamal Baksh. Please go ahead.

Mark Leonard
Director, Constellation Software

Thank you, Melanie. Good morning, everyone. Welcome to the Q1 conference call. As you know, we go directly to questions. Melanie's gonna gather up some questions, and then we're gonna start answering them.

Operator

Thank you. We will now take questions from the telephone lines. If you're using a speakerphone, please lift your handset before making your selection. To ask a question, press star one on your telephone keypad. Should you wish to cancel your question, press the pound sign. Please press star one at this time if you have a question. Once again, please press star one at this time if you have a question. The first question is from Thanos Moschopoulos of BMO Capital Markets. Please go ahead.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Hi, good morning. Mark, the cash generation at TSS was very strong this quarter. Could you shed some light on that? In the past, we've seen that you've often taken working capital out of a business shortly after you've acquired it. Was that the case here, or were there any seasonal or one-time factors that drove that which could reverse going forward?

Mark Leonard
Director, Constellation Software

We haven't had that much experience with TSS to know what the answer to that question is, Thanos. The sense is that they are highly seasonal and collect a lot of their maintenance in the first quarter, and that they then are cash flow negative for the other quarters. The absolute magnitude of those cash flows, I don't have any idea at this stage. I hope longer term that working capital management becomes one of the things that we do better at TSS. It's one of the areas inside our own businesses that I think we're quite good at compared to most software companies and would be a best practice. There's lots of other things to address in the interim.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Okay. The margins as well were a bit lighter, than we saw through last year. Could that also reflect in seasonality?

Mark Leonard
Director, Constellation Software

Are you talking about Q1 for Constellation or Q1 for TSS?

Thanos Moschopoulos
Analyst, BMO Capital Markets

For TSS specifically.

Mark Leonard
Director, Constellation Software

Yep. Really, last year's numbers were what we got from the accountants. This year's numbers are what we have from our own, management information systems. I tend to feel much more comfortable with what we're looking at this year than last. We were not particularly pleased with the margins that we saw there, but they are what they are. You know, you work with them. Anyone can take a business of this nature and squeeze it for higher margins. The trick, of course, is to generate attractive margins while also building the business, and that's the challenge.

Thanos Moschopoulos
Analyst, BMO Capital Markets

No clear sense at this point whether or not that was seasonal or not?

Mark Leonard
Director, Constellation Software

No. No.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Okay. I saw you completed a small restructuring there, and so presumably you've already identified some opportunities to take some cost and improve the efficiencies in that business.

Mark Leonard
Director, Constellation Software

This was a restructuring that the management team at TSS had been planning and had put in place before we came along and had nothing to do with Constellation's ownership per se. It was just sort of part of their operating plan.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Okay. One last one for me. Are you still in the process of looking for standalone debt financing, or might this proposed new source of financing that you would describe in your shareholders letter be an alternative to that?

Mark Leonard
Director, Constellation Software

We're looking at every potential source of financing. I feel strongly, and the board are comfortable backing me up on this, that we should try to make sure that we have access to capital should there be a setback in the economy, a recession, a crisis of any kind. We found that the buying opportunities during the last one were terrific. I'd like to make sure that we're not tapped out come the next one. We'd like to have some more permanent financing for the acquisitions that we've already done and to have some capacity for ones that may come along.

Thanos Moschopoulos
Analyst, BMO Capital Markets

Great. Thanks, Mark. I'll pass the line.

Operator

Thank you. The following question is from Scott Penner of TD Securities. Please go ahead.

Scott Penner
Analyst, TD Securities

Thanks. Just, Mark, to follow on, Thanos' question there. If we add back the severance just to the Q1 margins at TSS, it looks like that works out to be about 10% on the EBIT line. Is that as good as any indication right now for what we should use going forward?

Mark Leonard
Director, Constellation Software

I would hope not. I would hope that all of our businesses get better over time. I think you've seen that in Constellation, and I think most of the things that we acquire over a period of a couple of years tend to be better.

Scott Penner
Analyst, TD Securities

When we're looking at that, the sort of where a business like TSS could get to, is there any structural reason maybe this talks to the whole European dynamic itself? Is there any structural reason why those margins couldn't get to where Constellation standalone has been?

Mark Leonard
Director, Constellation Software

The European hypothesis, I'm hoping isn't correct. It's something that we're dealing with in a number of other acquisitions. Certainly the cost per person in a number of the European locations are higher, but it appears that the revenues per person are higher, too. We're hoping there's nothing per se that stops the European businesses being as attractive as North American businesses.

Scott Penner
Analyst, TD Securities

Okay.

Mark Leonard
Director, Constellation Software

That said, there are some structural reasons why TSS would find it tougher to achieve the margins that we've achieved inside of Constellation. For instance, a number of their businesses are professional services only businesses. Those tend to be very difficult places to make consistent high margins. It's gonna be, those particular ones will be a challenge. Inside the software businesses, they have some truly wonderful software businesses that should be top quartile performers within the context of Constellation's portfolio. There'll be some offset, but they also have some businesses that are built on top of third-party software, and that becomes a toll or a tax on your business as well, and tends to drive down the margin somewhat.

Scott Penner
Analyst, TD Securities

On the discussion in the president's letter of the non-traditional instrument, can you give us some idea of how advanced these discussions are at the board level?

Mark Leonard
Director, Constellation Software

I'm told by our securities counsel that I cannot.

Scott Penner
Analyst, TD Securities

Okay. Do you feel that there's at this point, an imperative to get something like that in place given the, you know, how you feel about the economy maybe and your pipeline of deals relative to the capital that you now have available?

Mark Leonard
Director, Constellation Software

It's like all insurance. You get to start paying a premium as soon as you take out the insurance, and that's never fun. At the same time, you're covered. There's no imperative, Scott, but I'd like to do it.

Scott Penner
Analyst, TD Securities

Okay. Appreciate it. Thank you.

Operator

Thank you. The following question is from Richard Tse of Cormark Securities. Please go ahead.

Richard Tse
Analyst, Cormark Securities

Yes. Thank you, Mark, in regards to TSS, you know, based on what you knew going into the acquisition and what you know now, like, is it sort of offering at that expectation going in, or have there been some surprises, either negative or positive here?

Mark Leonard
Director, Constellation Software

No real surprises, Richard. Would I prefer that, you know, it had higher margins? For sure. There's been no eye-opening sort of revelations. The management team are intelligent, hardworking, fun to work with, and are listening hard to what we have to say. I'm learning a whole lot about operating in Europe, which has been terrific. I'm very optimistic about the whole situation.

Richard Tse
Analyst, Cormark Securities

Okay. Then in your letter to shareholders, you dedicated quite a bit of time, I've noticed, on SaaS. I wanted to sort of get an impression of, you know, that business for Constellation today. Like, what percentage of revenue would come from that revenue model?

Mark Leonard
Director, Constellation Software

Jamal is speculating 10%-15%. He's gonna have a look while I talk. The problem with SaaS is that it's not a well-defined term. There are certainly billing and economic models that are SaaS-like, there are technology models that are SaaS-like as well. Sometimes the two come together. Although frequently, when I find people characterizing themselves as SaaS, it's usually that they mean they charge per month or per quarter or per annum, rather than selling perpetual licenses, irrespective of how it's hosted or where it's hosted, because SaaS is such an attractive moniker for the public markets.

In terms of SaaS that is both the economic and the business model and the technology model, I would say it's gonna be lower than that 10%-15%. I'm just looking at some numbers with-

Richard Tse
Analyst, Cormark Securities

I guess while you're looking here, if you look at that contribution, you know, based on what it is today, like, where would you see that going maybe in the next two or three years? I guess on a related question, if you're looking to acquire those type of companies, you know, how does the process work in terms of, you know, evaluating them? Is it different in any way? You know, I think the models are slightly different, so you guys have different metrics on that basis.

Mark Leonard
Director, Constellation Software

Roughly, something on the order of 10% of our maintenance would be SaaS, and 30% of our maintenance would be of a non-traditional recurring type basis.

Richard Tse
Analyst, Cormark Securities

Okay.

Mark Leonard
Director, Constellation Software

The 30% includes the 10%. Back to your question, yes, we do use different valuation methodology. That's wrong. I guess we use different assumptions when we're looking at a SaaS company versus a licensed company. The valuation methodology is the same in that we use IRR. The major assumption differences probably revolve around infant mortality in the SaaS model, which tends to be quite high. If you take that infant mortality into account, you tend to get overall higher attrition in SaaS models. Obviously, it's cheaper to get onto them, so it's probably cheaper to get onto a competitor's SaaS model. Hopefully, you also have lower sales and marketing costs than you would with a perpetual license model where people are paying you up front.

There is a rumor that R&D costs can be lower in the SaaS model as well. Although my perception is that most of the players who talk about doing SaaS in the vertical markets, at least, frequently offer highly customized SaaS solutions to their largest clients that often are hosted on those client sites. So I don't see how that gets you any R&D leverage in the model.

Richard Tse
Analyst, Cormark Securities

Okay. One last question from me. In terms of M&A opportunities, you know, what are you seeing, you know, globally right now in terms of markets that are probably more robust than others on a relative basis? Is, you know, North America, you know, weaker in terms of opportunities versus Europe and maybe other parts of the world, or how does that stand right now?

Mark Leonard
Director, Constellation Software

We track every month the number of leads that we have coming into, I guess, that you might call them prospects coming into the funnel. These are not qualified prospects. We don't have NDAs with them, things of that nature. What we see is that Europe is growing faster than North America, but North America continues to grow very quickly as well. As I just think through the acquisitions that we've been looking at the last couple of months, you know, it's a situation where for sure Europe is represented, but it's not the majority.

Richard Tse
Analyst, Cormark Securities

Okay, great. Thank you.

Mark Leonard
Director, Constellation Software

You're welcome.

Operator

Thank you. The following question is from Paul Steep of Scotia Capital. Please go ahead.

Paul Steep
Analyst, Scotia Capital

Thanks. Morning, I guess. Mark, first on TSS, are there any long-term government sort of professional services type contracts that sort of limit things just at least over the next sort of 18 months in terms of slowly bringing margins up that we should think about or bear in mind when we look at the numbers again?

Mark Leonard
Director, Constellation Software

There's definitely long-term government contracts there.

Paul Steep
Analyst, Scotia Capital

In terms of margin impact, sorry, what should have been what I said specifically that would sort of slow that progress?

Mark Leonard
Director, Constellation Software

Well, generally, contracts specify prices and don't allow you to increase them a whole lot. I would assume that would be the case, in a number of instances.

Paul Steep
Analyst, Scotia Capital

Okay. Fair enough. If we think about Europe, I think last quarter when we talked, you talked about maybe making some more of the structure, leveraging TSS as an organization there in terms of building out the rest of the organization. Is there maybe a little bit of a pause or a thought to consolidating some of that? Maybe I misunderstood in terms of how you organize in the European theater, I guess?

Mark Leonard
Director, Constellation Software

It's not like TSS has a mandate for all of Europe. They have hired a couple of M&A professionals, and we're hoping to spend some time with them in North America in the June timeframe. Looking forward to that. In Europe as a whole, we have a number of M&A professionals already work in the territory, so to speak.

Paul Steep
Analyst, Scotia Capital

I didn't know if there was an opportunity with TSS being a little larger to maybe leverage some of the back-office functions and sort of run some of that via TSS. Is that not, you know, you're gonna skip that plan and remain, keep things decentralized?

Mark Leonard
Director, Constellation Software

Yeah. Philosophically, we believe in a few things. One is small teams. We believe that small, tight teams end up winning in these markets and tend to be more responsive to them, tend to carve out niches and be successful. The larger those teams get, the harder they are to manage. They're not as much fun to work in. We like the idea of TSS being a group of those small teams with highly autonomous managers who are making the calls. If we rip away back office from them and our German operations and our U.K. operations and try and centralize it somewhere, what we do is take away some of the autonomy of those general managers. Now, if it's absolutely compelling and everyone thinks it's a good idea, then no doubt it's gonna happen.

My sense is that the benefits of having a small team that's very focused on their market and controls their own infrastructure is much greater than the extra point of G&A that you can wring out by having a single group that does your world accounts receivable.

Paul Steep
Analyst, Scotia Capital

Fair enough. The last one for me is just in the letter you talked through doing a good job on balancing out R&D and S&M across the business and, you know, bringing up that organic growth, particularly in maintenance. What do you think the largest opportunity is across the group? You sort of say there are many of our businesses have got the balance right. That presumes that not all of them have it right. Is there still a decent opportunity going back just even into mining the base of businesses you have?

Mark Leonard
Director, Constellation Software

Certainly selling back to the base new products designed with the base is a huge opportunity. If we stopped acquiring tomorrow and focus solely on our existing base and not doing any new name sales, we'd be a very different company, but I think we'd still be an admirable company and would do quite well from an organic growth perspective. It's really a question of sort of how you deploy your resources. When you take the opportunity to either buy or build, you're making an intelligent trade-off, and I think we do that well. When you are looking at building, you're working with relatively imperfect information. You're looking at the future, and you're looking out five to 10 years, and that's really, really hard.

It takes people who are really close to their clients and have very intimate relationships with them and high levels of trust to make that stuff happen. We can't expect every one of those investments to work out, nor can we expect every one of our managers to be capable of doing those. We can certainly aspire to get there, but that tends to be the place where you get some superlative results. If you think about the venture capital world, when you get a small group of people focused on producing a product with a real sense of mission, you can get extraordinary performance out of those small teams, and that was where I came from.

Having seen that, if you can capture that magic inside of a larger company like ours, inside of some of the operating groups, that's very special and very hard. I think some of our groups have managed it.

Paul Steep
Analyst, Scotia Capital

Can you give us any examples, or we'll hold off today?

Mark Leonard
Director, Constellation Software

There are a host of examples. I was looking at the Volaris portfolio, and I think it was 40-odd initiatives that they're either embarked upon or in the process of embarking upon. What tends to happen is they are relatively small, and they get subsumed in the whole. If you track them separately and think about them rationally, you do a whole lot better job than if you just say, "I'm gonna spend 17% of sales on R&D," which I think is the heuristic that most software companies pick, you know.

Paul Steep
Analyst, Scotia Capital

Great. Thanks, guys. I'll pass the line.

Operator

Thank you. The following question is from Nikhil Thadani of NBF. Please go ahead.

Nikhil Thadani
Analyst, NBF

Great. Thanks, guys. Mark, if I look back on my math, it looks like you closed about one acquisition the past two months. I was just wondering, is that timing, or is there some other color that you could provide there?

Mark Leonard
Director, Constellation Software

Jamal says we closed six in the quarter.

Nikhil Thadani
Analyst, NBF

Right. You had five, like, when you announced your Q4 results about two months ago. If I subtract the five from the six.

Mark Leonard
Director, Constellation Software

I think that math works. Yeah.

Nikhil Thadani
Analyst, NBF

Okay. It's just timing or, you know, is it something to do with the macro picture or how should we think about that going forward?

Mark Leonard
Director, Constellation Software

You're saying that we will do one a month for the rest of the year? Is that the thesis that you have?

Nikhil Thadani
Analyst, NBF

No, that's the question.

Mark Leonard
Director, Constellation Software

I have no idea. It's the future.

Nikhil Thadani
Analyst, NBF

Okay. Just on the tax rate, on the income statement at least, how should we think about that going forward? Seems like it was a bit higher this quarter. Is that, 10%-15% number still good, or should we sort of expect to tick it up over the rest of the year?

Mark Leonard
Director, Constellation Software

I think increasingly around the world we're seeing tax authorities looking for a greater share of the pie, and I wouldn't be surprised if our tax rates don't go up over time, particularly as acquisitions as a percentage of our revenues probably come down. I'm afraid, inevitable that we will be contributors to government coffers.

Nikhil Thadani
Analyst, NBF

Okay. Lastly, one housekeeping question here. The CAD 3 million severance charge, was that mostly on the professional services side, or was that distributed across professional services and R&D and a few other buckets as well?

Mark Leonard
Director, Constellation Software

My sense is it was across multiple buckets, but I don't have it at my fingertips.

Nikhil Thadani
Analyst, NBF

Okay. I'll pass the line. Thanks.

Mark Leonard
Director, Constellation Software

Thank you.

Operator

Thank you. The following question is from Paul Treiber of RBC Capital Markets. Please go ahead.

Paul Treiber
Analyst, RBC Capital Markets

Thanks. Good morning. I just wanted to delve into your comment, in the, in the President's letter about the margin of safety. What do you see as the operating risks that are inherent in your business that would require a reasonable level or reasonable margin of safety?

Mark Leonard
Director, Constellation Software

I think one I pointed out there was that if we stop acquiring and the market values our ability to acquire or deploy capital, on acquisitions, then that would not make shareholders happy.

Paul Treiber
Analyst, RBC Capital Markets

When you think about margin of safety, do you think about it in different terms versus the subsidiaries that you look at when you look to make acquisitions of businesses versus when you think about margin of safety at the corporate level?

Mark Leonard
Director, Constellation Software

It's interesting. I don't particularly care for margin of safety. I used it as a term because we were doing an analysis that uses a market WACC in the analysis. Personally, what I seek to do and what I've hopefully convinced others around Constellation to do is to use IRR as the method of choice. Because we're looking to buy and hold forever, I feel way more comfortable with the IRR as an approach. We set a relatively high IRR bar, then we use multiple scenarios that are probability-weighted to come up with the IRR that we expect, taking into account all possible outcomes.

That sounds undoable, but we simplify it to sort of four scenarios and try and think through what a failure would look like, what a wild success would look like, and what a couple of models in between would look like.

Paul Treiber
Analyst, RBC Capital Markets

I mean, I think an extension of this, and I think what I'm trying to get at is if you think about your business model as a conglomerate, one of the benefits is diversification. So the arbitrage per se between the public market and the companies that you buy perhaps, is the cost of capital. When you look at the businesses, you may apply a higher cost of capital than the public market would, the perception would be. Do you, do you agree with that comparison?

Mark Leonard
Director, Constellation Software

I would say necessarily we apply a higher cost of capital than the public would do, yeah.

Paul Treiber
Analyst, RBC Capital Markets

Taking it a bit further to the financing side of things, when you think about the financing at TSS on non-recourse debt, and using the financing at the subsidiary level, is that from a shareholder point of view, would it be more attractive to finance TSS at the corporate level and leverage the diversification benefits of the public markets see versus applying it to the subsidiary level?

Mark Leonard
Director, Constellation Software

From a straight-up cost of capital point of view, you are absolutely correct. In terms of the flexibility of Constellation at the corporate level, we are willing to pay an insurance premium and have more flexibility at the Constellation level. What we are doing at the TSS level is using quite a bit of debt. One of the reasons that we managed to acquire the business was 'cause local management wanted to buy in and become shareholders in the enterprise. One of the ways they hope to get very high rates of return on their capital is through financial leverage. That puts additional stress on that team. They are a sophisticated team, though, and they have done it before. I am happy to go along and sort of experiment and see how it works out.

Would I wanna take one of our existing subsidiaries and leverage it up, paying probably a higher cost of capital than we would pay at the parent level? The answer is probably not. I think it would probably hurt organic growth and make them more short-term oriented and more leery about investing in initiatives that have five and 10-year horizons when they're riding five-year debt.

Paul Treiber
Analyst, RBC Capital Markets

Okay. That's, that's good to understand the thinking behind all that. Just one more question, probably more geared towards Jamal. Just in regards to organic growth, could you break out the foreign exchange impact on organic growth this quarter?

Jamal Baksh
CFO, Constellation Software

We did a quick analysis on it. It wasn't material enough to break it out in the MD&A. There was, you know, some impact. If you look down at, say, the Harris operating group, maybe it impacted their organic growth by a percentage point. At a CSI consolidated level, it wasn't material enough to break out.

Paul Treiber
Analyst, RBC Capital Markets

Okay, thanks.

Mark Leonard
Director, Constellation Software

Less than a percentage point then?

Jamal Baksh
CFO, Constellation Software

Yeah.

Mark Leonard
Director, Constellation Software

Yeah.

Paul Treiber
Analyst, RBC Capital Markets

Okay, I'll pass along. Thanks.

Operator

Thank you. The following question is from [Edward McCauley] of Hawley Advisors Inc. Please go ahead.

Speaker 14

Hello.

Mark Leonard
Director, Constellation Software

Hello.

Speaker 14

My question is one that your analysts never ask. The Street took a very poor view of your upcoming quarterly results. To my mind, The Street, I'm saying stock price, were wrong. Have you any idea what, why this thing has happened in your case?

Mark Leonard
Director, Constellation Software

Why the stock price came down over the last week or so?

Speaker 14

Yeah.

Mark Leonard
Director, Constellation Software

No idea. I am bemused.

Speaker 14

Okay.

Mark Leonard
Director, Constellation Software

I mean, if you wanna speculate, I can try addressing specific questions, [Ed].

Speaker 14

Well, my only speculation is The Street thought that this quarterly report would be poor, and we will find out in the next week if The Street was right or wrong. That's not a question.

Mark Leonard
Director, Constellation Software

Yeah. Yeah, no, I tend to agree with you. My sense, we try not to manage to analyst expectations or anything of that nature. We look at absolute levels of performance, and I was pretty pleased with the quarter. It was lovely to see organic growth up at the levels it was at. Would I have liked to have seen better margins, slightly better margins at TSS? Absolutely. We bought it to hold it forever, and, one quarter isn't the concern.

Speaker 14

Good. Thanks very much.

Mark Leonard
Director, Constellation Software

You are very welcome.

Operator

Thank you. The following question is from Varun Choyah of CIBC. Please go ahead.

Varun Choyah
Analyst, CIBC

Good morning, gentlemen. Just two quick questions from me. Just going back to the M&A pipeline. Mark, is there any particular industry vertical that looks attractive at this stage, or pretty much you're looking at a broad-based sort of M&A strategy here?

Mark Leonard
Director, Constellation Software

We tend to try to be countercyclical. If you can think of a vertical that is suffering right now, we're probably looking at it.

Varun Choyah
Analyst, CIBC

Okay, fair enough. The other question is relating to TSS. Looking at the R&D spending levels, are there opportunities to prune development there, or are you pretty much gonna maintain what you're doing in terms of their product development?

Mark Leonard
Director, Constellation Software

They of course, the managers there have asked the same question, and what I tell them is you have to decide what you wanna do. Here are the processes that we use to look at our business. We carve R&D into two pools. There is a sort of core and sustaining chunk of R&D that we expect to see, and there are some benchmarks for it. Everything else needs to be justified as an initiative, an investment in the future. To invest in the future, you gotta have some sense of what the revenues will be, what the profits will be, what the expenses will be in those particular initiatives, and we'd like you to put business plans around those. That's the stage that we're at right now.

What I'm hoping is that we come out of that with a bunch of magnificent business plans that we can all feel comfortable will be successful and would lead to enormous organic growth and recurring revenues. That would be the happiest possible outcome. Obviously, the one that you talk about, which is that we spend less on R&D because we can't get good rates of return on it, would be another outcome. It really comes down to the individual business unit managers 'cause they're the people who have to make these trade-offs.

Varun Choyah
Analyst, CIBC

Okay, perfect. Thanks for clarifying that question. I'll pass the line.

Operator

Thank you. The following question is from Andrej Krneta of Euro Pacific Canada. Please go ahead.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

Yes. Hi, good morning, gentlemen. Thank you for taking my question. I was looking, sales on a pro forma basis of acquired businesses in the quarter, and it seems that, it seems the acquisition in the quarter might have come a touch higher than the midpoint of the valuation we were usually used to in the past. Can you give us an insight maybe into, emerging valuation trends of the potential targets you're looking at? Is it maybe more or less challenging to find that value?

Mark Leonard
Director, Constellation Software

Nothing springs to mind, [Andrew], as I think about it. I don't think we paid up enormously during the course of the quarter for the acquisitions that we did. Obviously, there were a half dozen of them, it's hard to generalize. Jamal's having a look at it while we speak, maybe after the next question, he'll come up with some revelation for you.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

Okay. I guess if I may, a follow-up to that is more related to organic growth and specifically in the public segment. Can you give us a sense for the drivers here? Then particular is macro recovery in Europe a large part of the solid 7% year-over-year? Would you attribute that to something different?

Mark Leonard
Director, Constellation Software

I wouldn't attribute it to macro recovery in Europe. My sense is that it's selling more stuff to existing clients, primarily in North America.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

I guess my question is mainly geared toward a sort of fiscal budgets in Europe and a replacement cycle or a renewal cycle of contracts from our public customers.

Mark Leonard
Director, Constellation Software

Yeah.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

From that perspective, do you see macro recovery further, like, driving the replacement cycle?

Mark Leonard
Director, Constellation Software

I, my sense as I spend time in Europe is that there is no bubbling optimism on the horizon, amongst the government accounts. They seem to be sort of in austerity mode and don't seem to be coming out of it, at high speed.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

I see. Maybe a last one, just details from your from your letter this morning. You talked about purchasing a number of SaaS businesses in the past. Can you give us a sense for your SaaS offerings going forward? I mean, will subsequent purchases be driven by customer requests who demand SaaS features or SaaS options for their existing offerings? Is this mostly driven as a preemptive response to a potential competitive threat of SaaS players coming into the VMS market? Thank you.

Mark Leonard
Director, Constellation Software

The pitch with SaaS is, instead of paying CAD X million up front for your system, pay me CAD X thousands per month. Over time, you may end up paying me more, but anytime you don't like it, you can cut me off and, you know, off you go to another system. That's an inherently attractive pitch to clients. It may not actually be reality when you get down to it, but it's an inherently attractive pitch. Sometimes you've got to respond to that inherently attractive pitch. Invariably, if one of our major competitors is making it, we will have to make a similar offering.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

It sounds like there's a dual driver there, customer demand and competitive pressures. Where would you place the weight more, near term?

Mark Leonard
Director, Constellation Software

To me, it feels mostly like something that it's kinda like dropping price, right? If a competitor drops price, you invariably have to match, and you go down as far as you can on a variable cost basis, until you hit the point of misery. Then the two of you sort of bash away at that for a while, until hopefully some rationality emerges. If there isn't a price leader who's got decent share, rationality never emerges. That is the equilibrium state of nearly all licensed software businesses. Having people go the next step of spreading those payments over time isn't surprising in most markets.

Fortunately, over time, you tend to make up some of that upfront misery by having recurring payments that are on, that as they persist, become more and more attractive because the upfront investment has been sunk. Whether it's licensed or SaaS, I think it's the situation that you're gonna get whoever's got the deepest pockets going to variable pricing at the front end in every marketplace, and the most marketplaces are gonna be like that. Occasionally, this is very occasionally, it's 10, maybe 20% of the time, you'll get a rational market where people recoup their costs up front and then offer a slightly better deal over time to their clients. We're in some of those markets. Those are terrific, and those are fun.

When you're in the highly competitive markets, you make your money up with add-on sales and add-on services to the existing base and lose money on new name accounts. Whether it's SaaS or licensed, that's sort of where you end up going.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

That's clear. Thank you.

Mark Leonard
Director, Constellation Software

Not sure it was clear, but I was trying to hit the issues as I see them across lines in the market.

Andrej Krneta
Equity Analyst, Euro Pacific Canada

That's all from me. Thank you.

Mark Leonard
Director, Constellation Software

Thanks, Andrew. Did you, Jamal, get to the bottom of that sort of pro forma valuation on Q1 acquisitions thing?

Jamal Baksh
CFO, Constellation Software

Yeah. Well, I mean, I looked into what we paid versus as a multiple of revenue, gross revenue, and it's in line with historic, so it's not.

Mark Leonard
Director, Constellation Software

Okay.

Operator

The following question is from Blair Abernethy of Cantor. Please go ahead.

Blair Abernethy
Analyst, Cantor Fitzgerald

Thanks very much. Just back on the TSS, Mark. You were talking earlier about some longer-term contracts or government contracts. This company has sort of 37% of its revenue from services versus 21% for CSU. What's, you know, what percentage of those contracts would you classify sort of as long-term in nature? Does the model shift over time, in your mind, to more of a 25% services business?

Mark Leonard
Director, Constellation Software

I have no idea on your first question. On the second question, I find that professional services is a really tough business. It's one where capacity utilization and pricing of the services are absolutely key, and you've got to manage it every day. Whereas the software business, you can have a good month end and sign up a bunch of clients and catch up having had a couple of slow months. That doesn't happen in professional services. It's an intense business compared to the software business. It's one where if you're undifferentiated, it's a truly miserable business, the software business. Sorry, the services business.

What we think we have at TSS is some service businesses that are quite differentiated and have the ability and track record to be uniquely profitable. We're learning from that. We haven't had many businesses like that, and I've got my fingers crossed that we'll learn something new that we might be able to use elsewhere inside our organization. As to the trend over time as with the professional services business, it really comes down to the individual business units and what they wanna do inside their markets and what their customers are looking for. We find in markets where we have a few large clients, there is gonna be a lot more services, and they're willing to pay for those services.

In markets where we have many small clients, particularly if they're spending their own money as opposed to government's money, they generally don't want services, and we get a much more license-rich or recurring, revenue-rich, stream.

Blair Abernethy
Analyst, Cantor Fitzgerald

Okay, great. Thank you. Second question, just on the overall maintenance. Attrition of customers in the last three years has kind of trended up slightly, you know, loss of 3% to 4% to 5%. Should we read a trend in there, or is this, you know, is this sort of bouncing around? What, what's your expectation there?

Mark Leonard
Director, Constellation Software

Yeah, I think this is Well, firstly, if you go back further, you'll see that it was running in the 4% range, and so the 3% in 2011, can't explain it. The increase in 2013, I took a crack at explaining it in the president's letter, pointing out that we had acquired some businesses with inherently higher churn, and I think that's part of the SaaS model, but not all with SaaS. There are some conventional licensed businesses too that have high churn.

High churn can be a good or a bad thing, really comes down to what the switching costs are in that particular marketplace. If you've got a high churn market where the churn is due to bankruptcies or mergers, and you have high switching costs, then you tend to be able to factor that into your model. If the switching costs are low, however, it tends to be a much less attractive place to be. As I broke out and drilled down to the next layer of data in our maintenance attrition analysis, what I found was our high churn businesses, you can't tell whether they're more or less attractive yet. I've got my fingers crossed that we've bought the ones that have the relatively high switching costs and will be quite attractive.

Blair Abernethy
Analyst, Cantor Fitzgerald

Okay, great. Thanks very much. Just one quick one for you, Jamal. Tax rate, last year, 21% for the year in fiscal 2013. You know, 48% this quarter. Can you give us any view at all into where you think the annual tax rate might come out for 2014?

Jamal Baksh
CFO, Constellation Software

I mean, I always look at current tax as a percentage of adjusted net income before tax because all of the other, like, amortization expenses and future taxes, I mean, it's not cash tax. We always look at current tax as a proxy for cash tax. That, so that percentage, current tax as a percentage of ANI before tax, is actually pretty consistent. I think it was at, what was it? 10% in 2013. It was 12% in 2012, 12% in Q1 2014. It's all within the same range of the guides we always give, right?

Blair Abernethy
Analyst, Cantor Fitzgerald

Okay, that's great. Thanks, guys.

Operator

Thank you. Once again, please press star one at this time if you have a question. Following question is from Ralph Garcea of Global Maxfin Capital. Please go ahead.

Ralph Garcea
Analyst, Global Maxfin Capital

Good morning, and thank you for taking my question. Just a couple of quick ones here. It was nice to see the organic growth on the maintenance side hit 10%. I mean, what was driving that? Was it customers that were off maintenance and were happy with some of the developments you've done in products and have come back on? Or was it the new product initiatives where you're getting that incremental software license sale pulling in maintenance growth?

Mark Leonard
Director, Constellation Software

We don't have a huge number of clients who go off maintenance and come back on. We highly discourage that kind of behavior through a variety of policies. My guess is it was indeed new clients being signed up.

Ralph Garcea
Analyst, Global Maxfin Capital

Okay. Just given your austerity comments still on the European side, do you see financial services or healthcare driving growth there, you know, in the next 12 to 24 months? Or are there other verticals that you see that sort of, have you interested with regards to growth opportunities in Europe in particular?

Mark Leonard
Director, Constellation Software

Even when governments are feeling the pinch, they're usually looking at managing labor costs and trying to drive efficiency. Systems tend to help that, and I know this is a bit of a hackneyed response from software vendors, but we do believe that irrespective of what's happening with medical costs, which are definitely going up, our revenues in that sector will probably go up faster than the expenditures on other items in that sector. I'd certainly say that medical is an area where we should do well over the next few years.

Ralph Garcea
Analyst, Global Maxfin Capital

Okay. Thank you.

Operator

Thank you. Once again, please press star one at this time if you have a question. There are no further questions registered at this time. I'd like to turn the meeting back over to Mr. Leonard.

Mark Leonard
Director, Constellation Software

Thank you, Melanie. Thank you for joining us on the Q1 call. We will be at the AGM later this morning, and look forward to seeing some of you there. Thank you. Bye-bye.

Operator

Thank you. The conference has now ended. Please disconnect your lines at this time. We thank you for your participation.