All participants, please stand by. Your conference is ready to begin. Good morning, ladies and gentlemen. Welcome to Constellation Software Inc.'s Q4 Results Conference Call. I would now like to turn the meeting over to Mr. Mark Leonard. Please go ahead, Mr. Leonard.
Thank you, Melanie. Good morning, everyone. Welcome to the Q4 call. As you know, we go directly to questions, Melanie's going to handle that now for us.
Thank you. We will now take questions from the telephone lines. If you have a question and you're using a speakerphone, please lift your handset before making your selection. If you have a question, please press star one on your telephone keypad. If at any time you wish to cancel your question, please press the pound sign. Please press star one at this time if you have a question. There will be a brief pause for the participants register. Thank you for your patience. The first question is from Steven Li of Raymond James. Please go ahead.
Thank you. Maybe a question for Mark to begin. Very strong margins, Mark, this quarter. How do you see that margin profile over the next few years, Mark? Thanks.
I hope it goes down. Fundamentally, what we'd like to be seeing is people in our business units investing in organic growth and finding lots of opportunities to do so. If they do that, at least for a few years, we would see a depression in margins. Ultimately, organic growth in a vertical market software business is a sign of health and tends to be a very attractive economic proposition. You've got to track the IRRs on those things and follow them closely because they can slip. We hope that we'll be able to build a healthy portfolio of initiatives over time for every one of our businesses.
For this Q4, was there any one time that contributed to the stronger-than-expected margins?
Jamal?
Yeah. A CAD 3.2 million Redknee break fee was in there.
Oh, okay.
If you exclude that, we're sort of pretty much in line with what happened last year or so.
All right. Jamal, maybe for you, the MD&A had an organic growth for 2016, excluding hardware. Do you have an organic growth for 2015 if you exclude hardware? Thanks.
I'll calculate that. Sorry. Not off the top of my head, no.
Okay. I'll follow up with you. Then, I saw the press release on Volaris, the acquisition this morning. Has there been any other acquisitions that closed after quarter end? Thank you.
Not above CAD 10 million, no.
We've closed several small ones.
Yeah.
Okay, great. Thank you.
Thank you. The following question is from Paul Steep of Scotia Capital. Please go ahead.
Great. Morning. Mark, maybe you could talk a little bit. I guess my presumption on this question going in is that the business unit heads would've been the ones leading either Bond, ServiceMaster, and Redknee. Could you maybe talk about the organizational investments you made to train other employees? Because obviously the pace and the profile of deals kept up through the quarter. I know you talked about that in the President's Letter, so maybe the progress made over 2016 on training up that broader staff.
We just had our meeting yesterday. There's obviously a lot more staff spending a lot more time on M&A. I don't have any good quantifiable numbers that I can give you, Paul. They're sort of being gathered up as we speak.
Okay. Fair enough. Maybe the other facet of that, since you're still gathering the numbers, might not work so well. Do you have any view, because I know a year ago we talked about wanting to build up a broader pipeline of deals in terms of what have you seen in terms of the trend of deals you've been closing in terms of ones you've sought out or versus being approached by brokered and unbrokered? Then maybe also talk a little bit about if you've seen any change in terms of how long it's taken to get deals consummated or any other notable changes in the M&A environment.
I've got a little bit of data. We haven't done the brokered/unbrokered analysis in about a year that I know of. When we last did it was roughly two-thirds unbrokered. I'm trying to think if we have any new data on any of the other issues you raised. I thought we had some. Why don't we move on during the call, I'll try and see if anything springs to mind.
No problem. The last one from me would maybe just be talking about what you heard back from the group heads in terms of maintenance revenue, how they're thinking about sort of the annual price increases across the group, if there's any view that you're hitting sort of sticking points in some of the older products, or if it's at a point where no, it's fine, just moving forward at CPI. Thanks.
I'm trying to discourage people from focusing on price increases. I know it's something that the people in the hedge fund industry tend to focus on in particular. Buffett talks about it, a number of other folks.
Does that mean that a large deal just got closed?
Maybe you could mute your phone if there's a background noise, Maurice. I don't think it was at this end.
Okay. Sorry, in terms of the price increases.
Yeah.
Not less of an issue. Okay. Perfect.
Well, let me continue. I'm trying to discourage people to think about it as price.
Good.
I think really what we should be thinking about is delivering more value to clients. Specifically, whether you get that value paid for in a price increase off the base product where you've bundled in more value or because you sell ancillary services or products or add-ons, doesn't really matter. It's just how you're paying for what you're receiving. Hopefully what we're doing is delivering more to the clients all the time and being able to get from them fair payment for those increased value adds that we create for them.
Got it. Thanks, guys.
Thank you.
Before you go on, Melanie, we did have a bit of data that Paul was asking about on the time that it was taking for us to close transactions from the beginning of a relationship to an ultimate close. Last year, it went down from almost four years to, I think it was 42 months. I think that's probably because we were working more aggressively to get new companies into the funnel, and some of those happened to close earlier than the ones that had been in the funnel for a long time. Melanie, you can go on to the next question now.
Certainly. The following question is from Howard Leung of Veritas Investment. Please go ahead.
Hey, guys. Thank you very much for taking my questions. You guys gave some additional disclosure on the license and professional service organic growth this year. If we look at that, it looks like license revenues shrank at 10% year-over-year organically. Just wondering if you guys could give any color on that. Is it just getting replaced with organic maintenance revenue growth as your customers switch to SaaS products?
With some of that, I'm not sure that we have it quantified, Howard. The way we look at licenses is it's the last bucket. You want to get fair payment for maintenance or annual licenses or SaaS, however you design that particular payment mechanism. You want to get fair payment for services because nearly always you end up selling more services, you don't want to discount services, otherwise customers develop the expectation of discounted services. If you're going to discount anyway, you discount licenses.
Yeah, it tends to be a very volatile number.
Right. I guess in the past couple of years, license revenues, it's not been declining at really that rate necessarily.
I really don't focus on it because, like I said, it's the last bucket, and I don't think it's a high value-added bucket. I tend to focus instead on what's happening with the maintenance bucket.
Sounds good. You guys also disclosed additionally this year net revenues, just a calculation of that. It looks like they're approximately about 85% of total revenues, even for the acquired companies. Is that kind of the usual trend where companies that you acquire and within your business as well, about 15% of their revenues are flow-throughs?
The metric I put in that calculation is exactly what's happened. I never really compared acquired net revenue versus gross versus our historic ones. If that's what the numbers show, then I guess it is.
The reason we don't really focus on flow-throughs is that you can easily bulk up revenues with third-party products that you just sort of sell through at very low margins.
We want to look at something that's as close to our value add as possible, then look at our expenses as a proportion of that net revenue.
Yeah.
We don't even talk about gross revenues internally. The bonuses are paid off net revenues, growth in net revenues.
Great. Thanks, guys. That was really helpful. I'll pass the line.
Thank you. The following question is from Paul Treiber of RBC Capital Markets. Please go ahead.
Thanks very much, and good morning. Just wanted to focus on margins again. Could you comment on the range in margins that you may see between the different operating groups? What do you see as the primary driver between the profitability of those operating groups?
There are large variations, Paul. I would say revenue mix is a very big component of that. If you have very high recurring revenues, whether they be maintenance, SaaS or otherwise, then you're more likely to have higher margins.
Low ticket versus high ticket.
Yeah. That's probably a good one, too. The low-ticket market tends to be more driven by economies of scale. If you've got high share and low ticket, you can do extremely well. If you have low share and low ticket, it can be Gruesome and can lead to high attrition and hence very high sales costs as a percentage of overall revenues. A really good professional services group in a vertical market is a wonderful thing and can contribute hugely to the bottom line. It's really hard to run those things consistently at high margins. We certainly have some businesses where that is the case.
From a best practice point of view and a strategy point of view, are all the operating groups looking to move their margins in line with those or emulate the strategies of the operating groups of higher margins?
We have an explicit and very obvious trade-off between growth and profitability. That's how we graph the position of all of our companies. If you're generating high organic growth and low margin, we can be ecstatic with your performance, even zero margin, and vice versa.
Okay. In regards to compensating for organic growth and with your first comment on pushing for higher organic growth, have you made any changes to the compensation structure to help promote a higher level of investments in organic growth?
Yeah, that's a good question. We have not. It's a moral suasion argument, and what we're in essence asking our managers to do is make the same trade-offs that shareholders make. We're asking them to take smaller bonuses in the short term for bigger bonuses in the long term, when they run at lower margins in the short term, but hopefully end up with bigger margins and bigger profits and higher returns on capital in the long term.
Are there any indications that they're willing to take that trade-off?
Some of our shareholders appear to be willing to take that trade-off, so I'd certainly hope that some of our managers are.
In regards to the managers, I think you spend a lot of time over the last year or so meeting with some of the business unit managers. What's your sense from the feedback you're getting in terms of their enthusiasm in terms of deploying capital on acquisitions, and how do you compare that versus the enthusiasm from the operating group managers?
The operating group managers used to be BU managers, business unit managers. Then they started managing ever larger groups of business units over time. Like the business unit managers of today, they start off running a business, then as the capital starts to pile up, when they have a depth of talent inside their business unit, they start to have an interest in and capability for doing acquisitions. I'd say that as we talk to business unit managers, and you said I spend a lot of time talking to them, I spend some time talking with them. I would say that the enthusiasm for the prospect of doing that is growing amongst some of them.
There are some of them that don't feel as comfortable with that and are most comfortable running a wonderful business and growing that business and providing better jobs and better compensation for their team. That's their comfort zone. We need to have hundreds of those kinds of people inside the organization. For those who also want to go the next step of deploying capital, we're here to support them, and the operating group managers are here to support them. The portfolio managers are here to support them, and we're hoping that they'll be able to make that transition.
Okay, just one last one for me, and perhaps a little more speculative. What are your thoughts on potentially lower corporate tax rates in the U.S., and how do you see that potentially impacting M&A in the U.S.?
I think it's a good thing. It would make the IRRs slightly more attractive from our perspective in the U.S. than they are in other places.
Do you think valuations would increase to partially offset that?
I suspect.
Okay. Thank you. I'll pass the line.
Okay.
Thank you. The following question is from Thanos Moschopoulos of BMO Capital Markets. Please go ahead.
Hi, good morning. The depreciation expense was up quite sharply relative to last quarter. Were there any one-time items in there, or is that just reflective of the recent acquisitions?
There was a million-dollar write-off of
Leasehold improvement
leasehold improvement that went through there.
Okay. Good to know.
Yeah, nothing was one time.
Okay. From a seasonal perspective, I know that you have a margin hit at the start of every year related to the payroll taxes on the bonuses. Last year, they fell into Q1. The year before, they'd been spread out through Q1 and Q2. What should we expect this year? Will that be primarily a Q1 impact?
Should be, yeah. If I can get the files and get the bonus share buying done in time, yeah, it should be in Q1.
You mentioned the break fee for Redknee. Were there any significant offsetting external costs related to that?
I'm sure we paid lawyers something.
Yes. It was a legal fee. Not to completely offset it, but yes.
Okay. Finally, Mark, you recently announced the Japanese joint venture. Can you provide some color in terms of maybe any early observations you have with respect to the opportunities you see in that market, and whether this is a structure that you might look to replicate in other regions?
Well, to some extent, it's similar to what we have in the Netherlands, in that we have a minority shareholder helping us pursue a local market where there are some language and cultural differences. It's sure nice to have someone helping you in a place like Japan where otherwise I would be very much at sea. It's way too early to tell whether it's going to develop into anything of substance, but that's certainly my hope.
All right. Thanks. I'll pass the line.
Thank you. Once again, please press star one at this time if you have a question. The following question is from Stephanie Price of CIBC. Please go ahead.
Thank you. Good morning.
Good morning, Stephanie.
Could you comment on the takeaways from the Redknee experience and any thoughts on competing for larger deals at this point?
It's not much different than our past experience. I think we were involved as shareholders with, I think it's been 20 public companies now, and I think 16 of them ultimately got taken over, and we managed to acquire one of them. I think our hit rate is holding.
Okay, great. In terms of SaaS, can you talk about, I think in the past you provided a % of maintenance revenue, and maybe you could give us a bit of an update on your thinking there.
Thinking hasn't changed, but we haven't collected that data recently, and it tends to be a bit arbitrary because what is SaaS? Is it an economic model? Is it a technology model? Is it somewhere in between? If you use a legacy application and host it, is that SaaS? As many people do. It just seemed to be pandering to the analyst community when we provided it, as opposed to doing something that was both useful and informative.
Okay. Thank you very much.
Thank you. The following question is from Richard Tse of National Bank Financial. Please go ahead.
Yes. Thank you. Mark, wonder if you can give us some commentary on the relative opportunities globally. Are there some regions that are more active than others? Are valuations more attractive in certain regions than others? It seems like you've kind of focused a bit more outside of the U.S. and Canada of late, and just want to get some perspective on that. Thanks.
When I look through Salesforce and I look at the additions to our database in Salesforce, I'm constantly amazed by the number of companies we add, both in Canada and in the U.S. Obviously, we're increasingly working outside of those geographies. The lesson from Canada is when it's close to home, you tend to find a lot more things. Since we went into the States next after Canada, we're again seeing that phenomena. I suspect that when you're looking for lots and lots of little software businesses, there's just sort of a keep-digging approach to things, and more names keep turning up incrementally. I think these markets are fairly deep, and we haven't seen the end in Canada and the U.S.
I suspect in other markets, it will take many, many years before we start sort of feeling that we've found everything that we'd ever want or hope to own.
Okay. That's great. Thank you.
Thank you. The following question is from Luke Tellis of Coastline Capital. Please go ahead.
All right. Thank you for taking my question. I was just wondering if you could tell us a little bit about organic growth and how you plan to get that on track.
It's not a question of on track. I think there's a sort of ideal range for organic growth. I think if you're taking market share, you invite competitive response if it's obvious and painful to the competitors. If you have a dominant competitor with major market share and you're just nibbling away a percent or two a year and you're small, well, then you undergo enormous organic growth, and it doesn't come back to bite you. If you're the large player and you take even tiny share out of the mouths of the small fry around you, they're going to starve, and they're going to react, and you're going to kick off a competitive response. In our business, it's really easy to turn new name sales and new customer acquisition into a bloodbath for all of the industry participants.
I would say that in the vast majority of cases, that's what happens. When you occasionally find a market where that isn't the case, then that's nirvana, and the last thing you want to do is drive for organic growth and decimate the profits on your name sales. It's a very difficult judgment call on how hard you drive for growth. Obviously, within your own installed base, share of wallet is something you always want to be looking for, and that's a customer intimacy-driven activity. You can add tremendous value to clients. It requires high levels of trust and lots of co-development. Trying to gauge what the opportunities are is very, very difficult for me from my seat. Only the business unit managers, the people who are out calling on their clients and understanding their clients' needs, can have any way of assessing that.
This isn't a leadership decision that happens at this level. It's a leadership decision that happens at the 200 business units.
I see. Thank you for helping explain the logic, but maybe just to help understand more of the specifics, what was it that drove organic growth in the quarter, and what specifically do you think will be different going forward?
Well, there are 200 business units, so there are 200 answers to your question. I have no idea is the answer to the second part.
Okay. Thanks.
Thank you. The following question is from Matt Pickering of Select Equity. Please go ahead.
Good morning, gentlemen. Thank you for taking my time. The organic growth disclosure was really helpful. I'm curious, it's with the negative impact of currency. Jamal, is this an exercise where I'm sure it was a bit challenging that can be done to exclude the currency impact from the revenue line items?
Yes. I actually do it internally. It was just how complicated I want to make that model. I would say the FX impact by line item is not materially different. Adding that additional column, I don't think was going to add much to shareholders, but I can look at maybe if it makes sense to do it, I'll do it, but if not, I think we'll-
Okay
leave the disclosure we have.
Since currency was roughly a 200 basis point headwind in the quarter, at a very simplistic level, we could always just add 200 basis points to each number in the quarterly organic growth column?
Exactly. On maintenance, it was exactly that, and that's sort of the key one. That's why I didn't think it was necessary to break it out further.
Yep. Obviously, also indicates that organic license growth grew in the fourth quarter, which is a better trajectory at the end of the year than throughout the entire year. Correct?
That'd be correct. Yeah.
Yep. Okay. Another thing that stood out right is, this is again, very helpful disclosure, I appreciate it. Your acquisition multiples on an EV to sales basis remain fantastic, right? Because I should be comparing the adjusted net revenue acquired against the 2015 cost, for example. So the CAD 238 million of net revenue relative to the CAD 248 million you spent to acquire that revenue in 2015. Correct?
The disclosure we give you can't do that simple math because the numbers included in that pro forma adjustment include acquisitions made in 2015 and 2016. I can go over this with you off the call, yeah.
Okay
It's not simple to take that number and compare it to CAD deployed in 2015.
Okay. Fair enough.
The organic growth on license thing, Matt. As I mentioned before, licenses are the last bucket when you're making a sale. That's the place where all your discounting goes if you're doing it right. I know that there are software companies who like to discount services and maintenance instead of licenses so they can recognize licenses upfront. For us, we always do it the other way around.
Yep
Focus so much on recurring revenue, licenses are going to be wildly volatile.
Yep. Well, especially if you're building a long-term relationship with a client that you can have add-on module sales for. It makes a lot of logical sense.
Right. Exactly.
I appreciate that point. Thank you for that. On the capital you were able to deploy in 2016, can you give us an understanding of how much was TSS' capital deployment relative to what we'll call the North American-focused business units?
I don't know if we've disclosed that, they've been very successful and very professional and are doing a great job.
Okay. Great. That's all the questions that I have right now. Thank you very much.
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.
Thank you, Melanie. Look forward to speaking with you all at the end of April when we report Q1 and when we hold our AGM. I hope a number of you will be able to attend that event. It tends to be one where you get to meet many of the managers and employee shareholders, I would recommend it. It may be a bit of a slog to come to Toronto if you're coming from the States or from out of town. The opportunity to see the people who are running the operating groups and some of the business units, and to get their perspective, they're the people who build the value at Constellation and are really, really key to what we do. I hope you'll be able to attend. Thank you now.
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