Good morning. Thank you for joining us on the call.

As you know, our general practice is to go directly to questions. Eric is going to instruct you on how to queue up if you have a question.

And so please go ahead, Eric.

Mark, I just wonder if you can talk a little bit to operating leverage in the business. Margins have been trending nicely in the last couple of years right through the end of this fiscal '15, and I just want to understand how you're thinking about it now and where you see sort of your best operating leverage points over the next couple of years.

So we don't really think about operating leverage per se. We're not big believers in economies of scale.

We -- our primary philosophy and model is to have local managers running local businesses. And our businesses are constituted of many small business units, and we believe that the business unit managers understand and can address their markets, can manage their people, can manage their products, can understand their competitors far better than anyone at a head office, a strategy group or an R&D group or anything of that nature.

So you don't see a lot of economies of scale. You might get a wee bit in some functions, most obviously would be G&A and so from time to time, you'll hear me talk about some of the leverage that's available in G&A.

What you do have working against you there is the natural desire for managers higher up inside an organization to know more and that pursuit of knowledge leads you towards building infrastructures so that you can know what's going on and hopefully provide valuable input. The challenge is that, that tends to bloat your G&A.

So that's the offset, is the desire to perhaps minimize G&A and it's a challenge. We have operating groups that have virtually 0 operating group G&A and others that have quite significant and the results varied.

And so I'm going to get real value out of having specialists at the operating group level and others do not. I think where you were probably driving at is the EBITDA margins, and we look at those as a percentage of net revenues.

The reason we use net revenues is that hardware like in this quarter can bounce up and down quite a bit and tends to have very different margins than some of the other components of our revenue streams. And so we tend to pull out third-party costs from gross revenues and then look at our net revenue number.

And so EBITDA over net revenues is one of the primary numbers that we monitor on an ongoing basis, on a business unit by business unit basis. There are some trade-offs between EBITDA margin and organic growth when you are expensing all of your R&D and sales and marketing, and we do.

And those trade-offs can be long term. So you can often choose short-term EBITDA margins at the expense of long-term growth.

That's something we hope we don't do but always fear that we might be doing. And so it's something we're very conscious of.

So we don't aggressively tell people, here's an EBITDA target, you got to get there. We say, you've got to grow this business, we're going to be in it forever, what do you need to invest and what can you intelligently invest in the future, in the form of R&D and sales and marketing to make sure that we are in this business forever.

Great. One other quick one for you.

Just from an external perspective, given the macroeconomic volatility and concerns about growth in various geographies around the world, what -- are you seeing any change in your pipeline or in the competition for potential deals at all on the M&A side?

Well, firstly, we don't think about as deals, we try and call them acquisitions because we don't want to turn into deal junkies. And when you start talking about them exactly, there's been some thinking about those things that you hold forever and what's happening in the very short term in the macro world hopefully doesn't have a profound impact on your thinking.

Obviously, if there are public companies or subsidiaries of public companies that are suffering and are subject to quarterly pressures and have an underperforming software subsidiary or want to sell their businesses in private. So those will be more obvious and probably more available in a tough macro environment.

People with private businesses who have longer-term time frames, who've built those businesses over extended periods, they can time their exit usually. They -- these businesses are pretty hard to get into a spot where you have to do an emergency sale.

Obviously, there are some issues that you can't control, age and sickness and things of that nature which will precipitate some sales even in tough times. And -- but I'd say for the most part we don't look for the small private businesses to be preferentially available in difficult times.

We may see some of the public ones.

So Mark, on the professional services side within public, it's declined over the past year. Can you maybe talk about what some of the drivers of that are?

Has it been a purposeful runoff of some projects? Or was it specifically some things at TSS or Trapeze that have wound down that were large deals over the last year?

I would say it's a generic issue, Paul. Specifically, when you buy a business, they may perceive or they may track profitability differently than we do.

We tend to look at a sort of departmental profitability, where professional services should be making money on the -- on what they do. This is kind of the opposite of the SaaS business where they provide installation, training, hand holding for free as part and parcel of what they provide.

We don't. We say, you can have as much professional services as you'd like, but we need to make some money on it.

And when they acquire a business, it may or may not have had that philosophy before we buy it. If it didn't, what in all likelihood happens is that as we start pricing it so that we make some money on it, there's a runoff.

There's a decrease in the amount of professional services business that we get. On the other hand, we may also go back to clients and find that there is inherent demand for professional services that hasn't been tapped.

So it varies from place to place. But I'd say for the most part, in large-ticket software businesses, there are professional services that are pretty marginal and generally end up shrinking for some component of the business.

Okay. Is it fair to think that, that shrink is largely complete on the major deals you've done in that area?

Because I'd assume it's the larger deals that drove the declines this year.

Yes, I think the larger deals tend to be the larger-ticket, big project-oriented ones. As a rule, if you're dealing with small ticket, you don't tend to run into those.

I was looking at some of the contract accounting this quarter, and literally we have contracts that are still running off from 7 and 8 years ago when we purchased some of the big businesses during the downturn. And so some of these contracts literally take forever to finish.

There's a process whereby they get sort of 80% done and that last 20% both you and your clients sometimes decide it just isn't worth the effort. And so it's really hard to say.

But I'd say in general, you get most of the shrinkage in the first year, but then you get a tail that can go for many years to come.

Great. The second one, I guess it's likely something you might give us some thought on in your letter, which is the trend in R&D and sales and marketing.

That spend has sort of fallen throughout 2015. Has it been a conscious decision on the part of the team to dial that back a little bit based on your view of where the investments have been falling?

I hadn't spotted that, so I'll go back and check it.

Fair enough.

We don't really -- we don't think of R&D and sales and marketing as a pool that we allocate from head office. We think about it as 170 managers or business units making individual decisions about what they're spending on R&D and sales and marketing, and I think what you're seeing is the sum of those individual decisions.

And so if you're seeing a decline, it's because, I guess, the guys feel that the return -- the incremental return that they can generate on that incremental spent isn't sufficiently attractive to keep on incrementing.

I mean, because -- just -- this is Jamal. The percentages -- or, sorry, R&D as a percentage of revenue may have declined slightly.

But then you've got professional services and hardware which is not related to the R&D, the metric that we look internally throughout CSI, which is -- we don't disclose the metric, but it's a percentage of maintenance and license sales or -- as a percentage of R&D has not really fallen off. It's a little bit better that it was in '14, but it's right in line with what it was in '12, '11, '13.

So yes, I wouldn't say that there's an overall decline in the way we look at R&D, yes.

Good, that's helpful. The last one actually likely is a Jamal question as well.

The TSS minority interest, maybe you could talk a little bit about how that payout has worked and if that's going to be an ongoing annual feature. And it effectively looks like all of that minority net income got paid out.

Is that correct?

It's correct. I don't know, Mark, if you want to speak to it.

Well, I mean, my thought is look, TSS, the same way CSI would rather deploy their free cash flow in acquisitions, and that's -- we believe you can get maybe a better return that way. But they have looked at their pool of acquisition targets, looked at the free cash flow they're going to generate in '16 and made a decision that there was excess cash that they would dividend back to shareholders, and the shareholders being CSI and the minority shareholders.

It happened to equate to pretty much what their adjusted net income was for the year. Going forward, again it will depend on their opportunities available to them from an acquisition standpoint.

Just to put a fine point on that...

They're certainly investing heavily in looking for acquisitions. They've got a very talented group of M&A people, comparable to any that we have in our other operating groups.

And they're methodically going through the suspects in the geographies where they're strong and starting to reach out into adjoining geographies.

So it's not driven at all by the minority agreement?

No.

All right.

I mean, it is in that it's evenhanded and fair to all the parties, but it isn't -- it doesn't require that we flush out cash.

I was just hoping that you can elaborate on some of the planned changes in the compensation plan. Specifically, if you can quantify the potential impact on margins or your staff expense from the changes in -- or potential changes in compensation.

Yes. As I mentioned, I think it was in the President's Letter, we talked to everyone, all of the constituents, about increasing the amount of bonus compensation available to folks that we felt could be very important to the future of the corporation.

We put in place a kicker program that sits above our existing bonus program. It's a much longer-oriented program with golden handcuffs on it, whereas our existing bonus program isn't golden handcuffs oriented.

It just encourages long-term share ownership. And we've had some take-up.

We're looking at roughly $1 million of incremental expense based on forecasts for the performance of the underlying businesses this year. There was relatively small take-up among the operating groups.

It wasn't universal. Some of the groups used it.

Others didn't. And it will be very closely watched amongst the general managers to see if it's effective and it's -- it delivers value.

I hope it will be and I hope that it will grow significantly in the course of the next few years. Like most of the things we do, it's a try it, see what works and adjust.

And then if it starts working well, we'll try to fuel the fire.

And I just want to shift gears to acquisitions and the pace of acquisitions. If you look at over the last 2 years, capital deployment on acquisitions has lagged free cash flow.

What in your view is the reason for that? And then when you look out into the future, that the challenge of deploying capital at high rates of return will only increase.

How do you think about Constellation's ability to keep deploying capital at high rates of return going forward?

Yes, that's the challenge, the high rates of return thing. Deploying capital is no problem.

It's nontrivial. If we can keep doing it, then we're doing something very, very special because most of the groups that we study struggle with it.

It is a challenge. It doesn't have to be a challenge that everyone universally fails at.

We know of some software companies that have done a tremendous job of not buying things that are too expensive. But on the other hand, if we kick the cash out to shareholders, they have the investment problem.

And we are amongst those shareholders as managers and employees, and if we can see good opportunities to reinvest some of our capital through the business, we are obviously going to do that. So it's not going to be easy, Paul.

I understand your concern and those of the other shareholders' and it's something we think about and talk about a lot, at the board level, at the operating group level and even down at the business unit level where we're trying to create a cohort of a couple of hundred capital allocators who have the skills to do that.

And then earlier, or I guess last year, Constellation lowered their hurdle rate in acquisitions. Give us a sense of what proportion of capital deployed last year is directly attributable to the lower hurdle rate being in place.

I think the time that we lowered it, we also told you that we were pretty cynical about hurdle rates and their impact upon portfolio returns and that we felt the portfolio returns track very closely hurdle rates. Because we had that underlying concern from an analysis that we'd done of our own moves in hurdle rates over the decades, we did it in a fashion that wasn't universal.

We lowered the hurdle rate instead for larger transactions and leveraged transactions. We didn't lower the hurdle rate for very small transactions and then I guess the next tier up.

But -- and it's a, let's call them tiny, we didn't lower the hurdle rates, well, we raised them, in fact. Small, we left them where they were and it was only on the larger ones that we dropped the hurdle rate.

And in terms of proportion, just look at the size of transactions that have been done over time, if they're above $10 million transactions, the likelihood is they've got a slightly lower hurdle rate on.

Okay, good. I understand.

Just lastly, I know -- I just wanted to touch on a topic that I don't think we've touched on in the past. Just one on internal controls, just with the increased scrutiny on acquisitive companies recently.

Can you provide some color on Constellation's internal controls and then the internal processes that you as managers use to ensure compliance with your internal policies?

So back in the day, we used to do the internal controls from head office. Increasingly over time, that gets pushed down.

What we advise the managers of the operating groups is that the area where you get the worst faults in terms of accounting and understanding what's going on in the business is revenue recognition. That doesn't necessarily show up on the income statement initially.

It tends to show up on the balance sheet where you get increasing amounts of WIP and AR. And to get real visibility into what's going on, you have to get down to the project level.

The operating groups have CFOs and have finance staff, and they review AR and WIP. At the business unit level, we look for increasingly aged AR and WIP and then drill down to the project level if they have concerns.

And we'll do a certain amount of crosschecking from head office. Jamal will have calls with the guys.

Jamal, do you want to talk about that a little bit?

Yes, so I have quarterly meetings with the CFOs and do a detailed variance analysis as well. We have an internal audit group that goes through and sort of reviews each of the financial statements from each of the operating groups.

We also -- the same certifications that Mark and I have to sign off on, we require the CEOs and the CFOs of each of the operating groups to sign off on. So there is accountability there.

And I think -- I don't know if I just mentioned this, but they have now put in place internal audit people within their groups to help them get comfort that what they're signing off on is accurate.

So you have a legitimate concern, Paul, because we run in a highly distributed, decentralized fashion. And so the consistency that you'd see in a centralized organization isn't as great.

But at the same time, with firewalls around individual situations you're much less likely to get a big surprise. Inside our organization, you're likely to get a small surprise and then, hopefully, people learn from that and issues will get better.

Our analyst friends have been sort of damning you with faint praise for some time and now even broken out into print regarding acquisitions, specifically Datamine, Market Leader and Springer-Miller Systems. Are you able to comment on any of these unkind references?

Yes, I don't consider them unkind. I understand their concern because we're a collection of many small businesses and they can't drill down into the drivers of the individual businesses, there just isn't the time and the information for them to do so.

They are hypersensitive. And when they see us buying larger troubled businesses that aren't generating the kind of margins we're generating and, in some instances, are undergoing fairly significant revenue shrinkage that isn't obviously the historical financial results that they can see, it's with the Internet through various sources, it will continue under our ownership.

And I recognize that's a concern. Every now and then, we'll try to create case studies so that they can get some comfort around what we do with the businesses.

It isn't magic. We just try and share best practices with the businesses that are acquired and work with the management teams, existing teams to implement some of the things that have worked better elsewhere inside the organization.

And it seems to have worked over the years. And there were instances where we've done so-called BARs, business acquisition reports, that give you a more detailed view of a particular acquisition.

We've also on a voluntary basis broken out a couple of major acquisitions and provided information that isn't required under normal financial accounting. We can't do it for all of the business units.

We have 170 of them presented and we'd be giving away a lot competitive information. So I understand why they are concerned.

I understand their natural kind of cynicism, they've been burned before by acquisitive companies. And the best that I can suggest is look at the track record and continue to monitor the working capital accounts to see if they're blooming and just they sort of wait it out and you'll -- we'll see how it goes.

Good. Second question.

In organic growth, there's a -- the effect of foreign exchange implies that the organic growth is taking place in Europe being offset by negative foreign exchange. Am I reaching too far here?

So we do break out the impact of foreign exchange on the individual operating groups and business units so that we can look at how they're doing. Most of the business units themselves tend to be any one of 2 geographies, and so it's not that tough in any office at the business unit level.

When you get up to the aggregate level, of course we've got the Swiss franc, we've got euro and we've got Australian, we've got Canadian and U.S. revenues, British pounds.

And so there are movements all over the place and it's tough to get a strong handle on what's happening, and I think that's why Jamal tends to the constant currency discussion in the MD&A. But certainly, we think the organic growth of the underlying businesses, particularly some European ones, is not as bad [ph] as it would appear when you look at the statements in U.S.

dollars. Jamal, do you have any further comment?

No, I think that's right on. I mean, TSS, for example, I mean, the impact -- or the organic growth as a result of that fact was like a negative 15% because of the decline of the euro.

But it was actually positive or fairly positive in local currency, right? So there was huge impact as a result of the euro.

Mark, can you talk a little bit about the ongoing development initiatives that you're currently undertaking? And should the impact fall to your performance in 2016?

I'd love to know your perspective on that.

I can't really think of a single one that would have in and of itself an impact that's measurable at the aggregate level in '16. Even larger rewrites tend to be a few million dollar expenditure per annum-type level, and those would be the larger of our initiatives.

And so it's really the sum of a host of those things. And throughout the organization, there would be, at any one time, many rewrites and significant add-on products being created.

So it's not an easy one to answer, I'm afraid.

And maybe we can shift gears to one of your businesses here. And we've seen one of your competitors in the wellness services industry report, like, for example, 27% user growth last year and guiding to 70% growth in 2016.

It seems like a fairly robust space to be in. Can you just give us an update on how you're positioned there against the likes of a company like MINDBODY?

Sure. MINDBODY has a broader positioning than we do.

We tend to be more in the health club and health -- and physical fitness professionals market. We have multiple offerings with different price points aimed at that particular segment.

We have multiple business units with separate heads in that market. MINDBODY is a company I follow with great interest.

We try and study all of the SaaS models to figure out which ones are working. And I think the incremental revenue and the incremental investment that MINDBODY makes to get that revenue look to me to be approaching levels that would make sense even if you didn't think a dollar's worth of revenue is worth $5 or $7.

So I love it when there are rational competitors in the marketplace because you can behave rationally with them. On the other hand, when you get irrational competitors who value a dollar's worth of revenue at extremely high multiples and are willing to invest $5 to get $1 worth of revenue that has very high attrition characteristics, which is quite common in the health and fitness space, then you worry about the economics of the whole sector.

I think it's coming around. We track the SaaS sector generally.

We have a group of companies that we sort run an index on. And what I've seen is that the multiples of revenue that the market is according these businesses have come down literally 2x in the course of the last quarter.

And that's wildly encouraging, it means that rationality is starting to prevail, capital is no longer available at very high stock prices for these companies and hence they're starting to invest the capital that remains more intelligently, more rationally.

And maybe just one...

I didn't answer your question exactly, but hopefully I gave you a sense of sort of what I worry about and what I see happening in the marketplace.

Yes. Well, I mean, it sounds like you are not quite ready to ramp your SaaS presence there just to chase that performance.

Is that fair to say?

Well, the only -- I don't think we have a non-SaaS offering in that space. It is one of the first verticals to go SaaS.

It did so years ago and it was because it was actually payments driven. Payments accounted for the bulk of the revenues of the underlying systems providers even when they weren't centrally hosted and were on systems -- on premise systems.

They were -- they had a SaaS-type economic model. And so over the course of perhaps the last 10 years, nearly all of the vendors in that space have now moved to a centrally hosted model for the bulk of their revenue, that suggests.

Got it, got it. And maybe a one for me.

One for you, Jamal. There was a healthy jump in the maintenance revenue on the private side of the business.

Can you offer some color in sort of what was driving that and the upside there?

I haven't -- I didn't notice anything specific in the private side. I mean, we'll do the maintenance analysis and then show that report in Mark's President's Letter in a month or so.

But there's nothing that pops out to me that occurred, especially in the private side, other than we acquired maintenance. But the organic growth, I don't think is anything -- I don't -- I'm not expecting it to be anything different than sort of what we've had in the past.

Mark, over the past year, you've talked about being more active on bidding on some elephant-size deals. Now that you've been out there doing that for a while, have there been any lessons learned from that experience?

And is elephant hunting proven to be any materially different from what you initially expected?

Well, it's more frustrating than I had hoped. There were a little less than 80 elephants, as we define them, in the vertical market software space.

During the course of 2015, we got to participate in roughly 1/4 of them. We landed none of them.

We'd like to drive up our participation rate so that we're seeing a higher percentage. Don't know if that's possible, and it will largely be a function of us telling the brokers where we think we fit in these processes and how they can use us best, because nearly all of them are brokered.

If we do succeed in driving up the participation rate, we'll at least know the markets well and be positioned for when particularly good ones, from our perspective, come along. And we would hope to get one of those every year or 2.

Okay. And on the organic side, organic growth has been slower than typical over the past couple of quarters.

Would you say that's primarily reflective of some of the revenue runoff dynamics that you alluded to earlier? Or generally speaking, are your operating managers seeing any broader issues weighing on the demand environment?

I think I talked last quarter about the forecast for '16, in that it was more or less in the range that we would hope for. But at the same time, we tend to see that forecast drop during the course of any current year, and it has come down from last quarter.

It's still a number that I would be very comfortable with if we deliver it, but I suspect we'll continue to see some slippage. So it isn't that they're feeling distressed about the future.

I'd say they're feeling reasonably optimistic. But you don't know what it's going to be until it happens.

Fair enough. Looking at the components of revenue, is it safe to assume that the organic growth for maintenance revenue would be substantially higher than the organic growth for the overall business?

That's nearly always the case with us because we emphasize recurring revenues at the expense of onetime revenue. It's the stuff that we like.

It's the stuff that we can plan on. It enables us to hire and keep employees even if there are economic downturns.

And so it's -- we'll always focus on the recurring at the expense of other kinds of revenue.

Okay. And then finally, my understanding is that your organic calculation includes assets that you've owned for less than a year.

If we were to a strip those out, would that have a material impact on what the overall organic growth rate would look like?

Yes, I saw that in the Veritas report that came out, I don't know, a month or so ago. And it's a legitimate concern or complaint.

We went and had a look at it. I'm going to present the data to you in the President's Letter.

I think what you'll find is it's a tempest in a teacup and there are -- I think there is very little difference whether you use the calculation that many people use where you don't include the revenues for the first year post acquisition as compared to where we do use them right away. There's not a whole lot of difference.

I think our method is more sensitive and gets you an answer quicker on whether the acquired business has organic growth or not. I think the method that Veritas prefers, it is less likely to get played with because the run rate that you pick for the business when you acquire it, you can't play games with it if you just don't include it for the first year.

It's a much more auditable kind of number and I know they take great comfort in quality of earnings, quality of numbers, that kind of stuff.

You mentioned in the past that -- the dividend being a tactic, Mark, I think you mentioned this a few years ago. Going forward, it seems retaining the cash would maybe be more tax efficient and beneficial for long-term shareholders.

And I do realize that, that's a bit psychologically unpleasant, but I will point that it makes sense to kind of rip off that Band-Aid.

It's a great way to put it. So one of the ways you can of course avoid ripping off Band-Aids is by finding a way to make them permanent and comfortable.

And so we're actually working on that. We've come up with a concept we call the dividend equivalent share, and we're running it by the tax authorities to get a ruling on whether we can do it or not and if so would allow, at least Canadian shareholders, to hold a separate class of shares that would to allow them to not receive dividends but get the economic benefit as if they were receiving a dividend.

We're going to bring that before the AGM and present it to shareholders. And subject to getting approval from the Canadian tax authorities, we'll probably put that in place.

So that would allow us to continue to pay dividends and not burden people with tax who don't particularly want to receive a dividend yet will allow them to participate economically in the increase in the value of their assets. That aside, and it's a bit of a nuance, if a very large acquisition came along, if we had the opportunity to do a billion dollar acquisition that we thought could generate very high rates of return, I would not hesitate to recommend to the board that we sacrifice the dividend to help finance that acquisition.

I'm not suggesting that we have such an acquisition, I would love it if we did, but we don't. But that's how I view it.

And if there are great places to put the dough, we will hang on to it even if the DE [ph] shares aren't in place.

Okay, great. And how do you feel about potentially just, I guess, growing the capital so that you would have more dry powder, if you will, for that large acquisition just to say, hey, we put this money away, it's going to be there if that time comes we'll have a bigger bat, if you will, to take that swing.

Yes, so there's a giant sort of spreadsheet up on the wall in the boardroom, and we've got little decision trees that take into account all of that stuff and what we think the probabilities are of being able to find large and attractive acquisitions. And what happens is we find 20 or 30 with any luck and nice small businesses each year that we succeed in acquiring and have a good track record in.

Occasionally, we find a larger underperforming business and occasionally, we'll find a large business that's doing well that we can leverage and sort of play the private equity game and hopefully bringing some value to it. The probabilities as you move up that scale from the small to the large leveraged then become lower and lower and lower.

And so the opportunity cost of having money sitting on the sidelines becomes higher and higher and higher. To the extent that you can convince a bank syndicate group to give you a revolver, that's by far your least expensive and it's standby capital.

And so we're in the process of putting in place a renewed revolver as we speak. The problem with revolvers and even bridge loans when you go to make larger acquisitions is that they're inherently short-term capital and what you're buying are permanent assets, buying businesses to keep forever.

And so the problem is the one of mismatch. You don't want to be mismatched if you can avoid -- afford -- excuse me, avoid it.

And so the alternative would be to go out and raise permanent capital and then go find a permanent investment. The cost of that permanent capital, as you know, in the form of our debentures is in the 8% region.

And if we were go out and get bonds, it would be no longer permanent capital because the bonds tend to be 5, 7, 10 years and means there's a [indiscernible] issuer it's unclear exactly what our cost on that particular capital would be, but it would be hell of a lot more than a revolver. So I think the way you're going to come out of it is we're going to put in place a revolver then try to be in a position to do a baseline group of acquisitions and then if we stumble across or find something that's significantly larger, we'll have to hustle.

Thank you, Eric, appreciate it. And thank you all for attending and look forward to chatting with you at the AGM or on the next quarterly conference call.

Bye-bye now.