Q2 2026 Constellation Software Inc Earnings Call

Operator 2: Good day, and welcome to the Constellation Software conference call and webcast. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on a touch-tone phone. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Mark Miller, President of Constellation Software. Please go ahead.

Speaker #1: After today’s presentation, there will be an opportunity to ask questions. To ask a question, you may press star then 1 on a touch-tone phone.

Speaker #1: To withdraw your question, please press star, then 2. Please note this event is being recorded. I would now like to turn the conference over to Mark Miller, President of Constellation Software.

Speaker #1: Please go ahead.

Speaker #2: Thank you. Good morning, and thank you all for joining our Q2 call. Before we get to questions, two things I wanted to put on the table up front.

Mark Miller: Thank you. Good morning, and thank you all for joining our Q2 call. Before we get to questions, two things I wanted to put on the table up front. The first is AI. It is changing two things for us. Our customers are asking our software to do more for them, while our businesses are finding new ways to build better products faster. We are seeing both. What we are not doing is running an AI program out of head office. Our business unit managers understand their verticals far better than we do, and they are making those calls themselves at their own pace, funded out of their own P&Ls. Some of that work will pay for itself, and some of it will not, and we will find out the same way we find out about everything else we fund, which is slowly.

Speaker #2: The first is AI. It is changing two things for us. Our customers are asking our software to do more for them, while our businesses are finding new ways to build better products faster.

Speaker #2: We are seeing both. What we are not doing is running an AI program out of head office. Our business unit managers understand their verticals far better than we do, and they are making those calls themselves at their own pace.

Speaker #2: Funded out of their own P&Ls, some of that work will pay for itself, and some of it will not, and we will find out the same way we find out about everything else we fund, which is slowly.

Speaker #2: As many of our businesses have been adopting AI, we are seeing them use the tools to rapidly move through our customer-driven product roadmaps and augment our products with AI functionality.

Mark Miller: As many of our businesses have been adopting AI, we are seeing them use the tools to rapidly move through our customer-driven product roadmaps and augment our products with AI functionality. Let me be direct about what that means to you. We are not going to give you an AI target, an AI revenue line, or an AI timeline. If we start reporting a number like that, we will start managing to it. Our software is primarily mission-critical. It is embedded in how a customer runs their businesses every day. AI is something we add to make that software more valuable. The second thing we have been working on is verticalization. We have been grouping our businesses and our prospects into coherent verticals where possible. The purpose is simple.

Speaker #2: Let me be direct about what that means to you. We are not going to give you an AI target, an AI revenue line, or an AI timeline.

Speaker #2: If we start reporting a number like that, we will start managing to it. Our software is primarily mission-critical. It is embedded in how a customer runs their business every day.

Speaker #2: AI is something we add to make that software more valuable. The second thing we've been working on is verticalization. We have been grouping our businesses and our prospects into coherent verticals where possible.

Speaker #2: The purpose is simple. We want to be the obvious permanent owner of a niche, so that when a founder starts thinking about the next 20 years, and selling their business, we are the first call.

Mark Miller: We want to be the obvious permanent owner of a niche, so that when a founder starts thinking about the next 20 years and selling their business, we are the first call. That kind of reputation takes years to build. It will not show up in this quarter's results or next year's. I would ask you not to look for it there. The constraint is not structure. It is having the right leader for each vertical, and leaders of that caliber take a long time to develop. We are setting the pace accordingly. The two are connected. Depth in a vertical is what lets you tell the difference between an AI product that matters to a customer and one that merely demonstrates well. We would rather have that judgment sitting close to the customer and understanding their needs. Thank you very much, and I will turn it over for questions.

Speaker #2: That kind of reputation takes years to build. It will not show up in this quarter's results or next year's, but I would ask you not to look for it there.

Speaker #2: The constraint is not structure, it is having the right leader for each vertical, and leaders of that caliber take a long time to develop.

Speaker #2: We are setting the pace accordingly. The two are connected. Depth in a vertical is what lets you tell the difference between an AI product that matters to a customer and one that merely demonstrates well.

Speaker #2: We would rather have that judgment sitting close to the customer and understanding their needs. So thank you very much, and I'll turn it over for questions.

Operator 2: We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw the question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question comes from Thanos Moschopoulos with BMO Capital Markets. Please go ahead.

Speaker #1: We will now begin the question-and-answer session. To ask a question, you may press star, then 1 on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys.

Speaker #1: If at any time your question has been addressed and you would like to withdraw the question, please press star, then 2. At this time, we will pause momentarily to assemble our roster.

Speaker #1: Our first question comes from Thanos Moscopolos with BMO Capital Markets. Please go ahead.

Speaker #3: Hi, good morning. I won’t ask for an AI metric, but just qualitatively, as you look across the portfolio, are you seeing a growing number of examples of businesses that are starting to see an uptick in organic growth?

Thanos Moschopoulos: Hi. Good morning.

Mark Miller: Hi.

Thanos Moschopoulos: I will not ask for an AI metric, but just qualitatively, as you look across the portfolio, are you seeing a growing number of examples of businesses that are starting to see an uptick in organic growth, driven by AI product enhancements, the way we heard some of the case studies at the AGMs? Is there more and more of that happening in the portfolio that you can see, too?

Speaker #3: Driven by AI product enhancements—the way we heard some of the case studies at the AGMs—is there more and more of that happening in the portfolio that you can speak to?

Speaker #2: What we're seeing at Thanos is we're seeing our development processes getting much better. They're moving faster, through backlogs. So we're seeing a productivity increase, I think, across the group.

Mark Miller: What we're seeing, Thanos, is we're seeing our development processes getting much better. They're moving faster through backlogs. So we're seeing a productivity increase, I think, across the group. Not everywhere, but it's starting to adopt because we spend a lot of time working on training up all of our resources on how to use AI tools better for development. Right now they're working to talk to customers about potential add-ons or additions to their products that are using some of this functionality to develop the software. But we still haven't seen a real pickup in organic growth from it. I think that's a ways out. What I always say, you can build products fast, but selling them is a whole other thing.

Speaker #2: Not everywhere, but it's starting to adopt, because we spend a lot of time working on training up the all of our resources on how to use AI tools better for development.

Speaker #2: And right now, they're working to talk to customers about potential add-ons or additions to their products that are using some of this functionality to develop the software.

Speaker #2: But we still haven't seen a real pickup in organic growth from it. I think that's a ways out. What I always say, you can build products fast, but selling them is a whole other thing.

Speaker #2: A customer has a budget for them, and see and you have to be solving a need that they're willing to put some money on the table for before it's going to impact our organic growth.

Mark Miller: A customer has to budget for them, and you have to be solving a need that they're willing to put some money on the table for before it's going to impact our organic growth. So I think that's consistent with what we've seen in previous quarters. I'm just really happy to see our teams adopting the tools to develop software faster, more efficiently than ever before.

Speaker #2: So I think that's consistent with what we've seen in previous quarters. I'm just really happy to see our teams adopting the tools to develop software faster and more efficiently than ever before.

Thanos Moschopoulos: Great. We've seen some PE acquisitions you've done recently with DerbySoft, TouchBistro, and Imagine. Is that indicative of a broader trend with respect to valuations coming down on larger assets or kind of more of a case-by-case thing?

Speaker #1: Great.

Speaker #3: And then we've seen some PE acquisitions you've done recently with DerbySoft, Touch Bistro, and Imagine. Is that indicative of a broader trend with respect to evaluations coming down on larger assets, or kind of more of a case-by-case thing?

Mark Miller: Is that Bernie?

Bernard Anzarouth: I think it's the latter. It's Bernie here. It's more on a case-by-case thing. We're finding acquisition opportunities across the spectrum, from owner managers to PE to carve-outs. Those are still coming through. It just so happens that we had significant volume this past quarter and the beginning of Q3. We're still seeing all of these opportunities proliferate, but it takes a lot of time, and we've developed these relationships over the long term. It just so happens that some of them happened and just took place this quarter. We were very fortunate that we were the first ones that they called, and we managed to close a whole slew of them.

Speaker #2: I think it's the latter. It's burning here. It's more on a case-by-case thing, and we're finding acquisition opportunities across the spectrum, from owner-managers to PE to carve-outs, so those are still coming through.

Speaker #2: It just so happens that we had significant volume this past quarter, and the beginning of the third quarter. So we're still seeing all of these opportunities proliferate, but it takes a lot of time, and we've developed these relationships over the long term.

Speaker #2: It's just so happens that some of them happened and just took place this quarter. So we're very fortunate that we're the first ones that they called, and we managed to close a whole slew of them.

Thanos Moschopoulos: Great. I'll pass the line. Thank you.

Speaker #3: Great, I'll pass the line. Thank you.

Bernard Anzarouth: Yeah, thank you, Thanos.

Speaker #2: Thank you, Thanos.

Speaker #1: Our next question comes from Stephanie Christ with CIBC. Please go ahead.

Operator 2: Our next question comes from Stephanie Price with CIBC. Please go ahead.

Mark Miller: Hi, Stephanie. Good morning.

Speaker #2: Hi, Stephanie.

Speaker #4: Hi, good morning. Hi. I just wanted to circle back on your comment around grouping businesses into verticals. It's a little bit different than CSU's historical focus on kind of not integrating these acquisitions.

Stephanie Price: Hi, good morning. Hi. I just wanted to circle back on your comment around grouping businesses into verticals. It is a little bit different than CSU's historical focus on not integrating these acquisitions. Just curious,

Speaker #4: I'm just curious if you could talk a little bit about what's changed in the market that's led you to evolve into a potentially more vertical market focus, and whether the verticals will be between different operating groups, or how you think about those verticals.

Stephanie Price: if you could talk a little bit about what has changed in the market that has led you to evolve into a potentially

Mark Miller: Well

Stephanie Price: more vertical market focus and whether the verticals

Stephanie Price: will be between different operating groups or how you think about those verticals.

Mark Miller: It is a good question, Stephanie. We are not integrating businesses. There is no business integration going on in it. We are just trying to make sure where there is a chance to, let us say, I like to use a Constellation expression, put them in the same orbit together where they are not, if they are across operating groups, we will move a few businesses in order to try to make sure that there is someone who oversees a particular vertical. It allows us to use some of these tools that we are seeing with AI that we might be able to use across some of those verticals. That is the hypothesis. Time will tell. We have had good success when we have had vertical-focused leaders inside of Constellation that have created, for example, Lumine Group and things like that. So I am just trying to refine that a little bit and get the businesses that should be closer together, closer together.

Speaker #2: That's a good question, Stephanie. It's really—we're not integrating businesses. There's no business integration going on in it. We're just trying to make sure where there's a chance to, let's say—I like to use a Constellation expression—put them in the same orbit together, where they're not. If they're across operating groups, we'll move a few businesses.

Speaker #2: In order to try to make sure that there's someone who oversees a particular vertical, it allows us to use some of these tools that we're seeing with AI, which we might be able to use across some of those verticals.

Speaker #2: But that's the hypothesis. Time will tell. We've had good success when we've had vertical-focused leaders inside of Constellation that have created, for example, a Lumen, and things like that.

Speaker #2: So I really do I'm just trying to refine that a little bit and get the businesses that should be closer together, closer together, but I do not plan on or we don't have any plans to integrate them in any way.

Mark Miller: I do not plan on, or we do not have any plans to integrate them in any way, functionally or in any other way. If they are a little closer together, they might be able to learn a little bit more from each other and it positions them better for the next 5 to 10 years.

Speaker #2: Functionally or in any other way, but if they're a little closer together, they might be able to learn a little bit more from each other in a position to better for the next 5 to 10 years.

Speaker #4: Okay. That's good color. Thank you. And then maybe I'm Altera. So Altera's organic maintenance and recurring growth decelerated in the quarter. Just curious if a large client decided not to renew, how should we think about the Altera organic maintenance growth and Altera going forward?

Stephanie Price: Okay. That is good color. Thank you. Then maybe on Altera. Altera's organic maintenance and recurring growth decelerated in the quarter. Just curious if a large client decided not to renew, how should we think about the Altera organic maintenance growth and Altera going forward?

Speaker #5: Yeah. I tried to put it in the MD&A there, Steph, that in Q2 '25 they had a very strong quarter.

Mark Miller: Yeah, I try to put it in the MD&A there, Steph, that it was a very. In Q2 2025, they had a very strong quarter, so they actually had a couple of new name sales. And the way IFRS makes us account for things now, if you have a large contract, you have to recognize a certain amount upfront. So they actually showed, I think it was +1% organic growth in Q2 of 2025, yet, the trend line for this business is it is going to be a slow shrinker for the next year or so, or a couple of years, I would say. So that is the driver of it. So if you normalize for that strong Q2 2025, there is nothing terrible going on. So I would expect that organic growth to revert back on a full year basis to sort of what it has been trending at recently.

Speaker #5: So they actually had a couple new name sales, and the way IFRS makes us account for things now, if you have a large contract, you have to recognize a certain amount up front.

Speaker #5: So, they actually showed, I think, it was positive 1% organic growth in Q2 of '25. Yet, the trend line for this business—it's going to be a slow shrinker for the next year or so, or a couple of years, I would say.

Speaker #5: And so that is a driver of it. So if you normalize for that strong Q2 '25, things are there's nothing terrible going on. So I'd expect that organic growth to revert back on a full-year basis to sort of what it has been trending at recently.

Stephanie Price: Okay. That is great color. Thank you.

Speaker #4: Okay, that's great color. Thank you.

Speaker #1: Our next question comes from David Kwon with TD Cowen. Please go ahead.

Operator 2: Our next question comes from David Kwan with TD Cowen. Please go ahead.

Speaker #6: Thanks. Just echoing on that last comment on the organic growth, Jamal. So even if you exclude Altera from the maintenance of the recurring revenue growth and constant currency, you came out at 4%, which is below the historical range of 5% to 6%.

David Kwan: Thanks. Just echoing on that last comment on the organic growth, Jamal. Even if you exclude Altera from the maintenance of their recurring revenue growth in constant currency, you came out at 4%, which is below the historical rate of 5% to 6%. Was there other stuff out that you would call out, I guess, as it relates to the organic growth?

Speaker #6: So, was there anything else that you would call out, I guess, as it relates to the organic growth?

Speaker #5: Yeah. I mean, there's a couple of other items. I guess it's tough because you don't talk to specific BUs in the MD&A, but we had a couple of larger acquisitions, like a Dark Matter.

Mark Miller: Yeah, there is a couple of other items. It is tough because we do not talk to specific BUs in the MD&A, but we had a couple of larger acquisitions, like a Dark Matter, where a similar thing, where in Q2 2025, they actually recorded organic growth of, it was 10%, right? Again, this is a business that we are still fixing, has negative organic growth right now, but you had this huge Q2 2025, and therefore, you have a negative 18 in Q2 2026 because of that comp. But the other thing, if you look at some recent acquisitions, Lumine Group is broken out. You can see that they have made some large acquisitions recently that they are pulling out.

Speaker #5: We're a similar thing. We're in Q2 '25. They actually recorded organic growth of it was 10%, right? And again, this is a business that we're still fixing, has negative organic growth right now, but you had this huge Q2 '25, and so therefore you've got a negative 18 in Q2 '26 because of that comp.

Speaker #5: But the other thing, if you look at some recent acquisitions—so, Lumen is broken out—you can see that they've made some large acquisitions recently that they're pulling out.

Speaker #5: Their organic growth in the quarter was 1%, right? So again, a drag on CSI, but things that they're expecting to turn around. And then there was another large or a business that we had in South America, where they lost a large customer, but this was an example of a business that we knew at the time we acquired it that that customer was leaving, has nothing to do with AI, the customer's now left, but it was sizable, and I mean, that customer alone was like a 30 basis point drag on CSI's numbers, right?

Jamal Baksh: Their organic growth in the quarter was 1%. Again, a drag on Constellation Software, but things that they are expecting to turn around. And then there was another large business that we had in South America where they lost a large customer. But this was an example of a business that we knew at the time we acquired it that that customer is leaving, has nothing to do with AI. The customer has now left, but it was sizable, and that customer alone was like a 30 basis point drag on Constellation Software's numbers. So there are a few of these one-offs that are causing it. Many, or the two that I talked about, like the Altera and the Dark Matter, are purely accounting related and should revert back next quarter. The Lumine Group thing is like they are fixing these businesses.

Speaker #5: So there's a few of these one-offs that are causing it. Mainly, the two that I talked about, like the Altera and the Dark Matter, are purely accounting related and should revert back.

Speaker #5: Next quarter. The Lumen thing is they're fixing these businesses. I don't know the exact timeline of when they expect to turn around, but yeah.

Jamal Baksh: I do not know the exact timeline of when they expect to turn it around. But if you back out those three, four things, you would normalize back down to that sort of 5% number that we have always trended at.

Speaker #5: But I could if you back out those 3, 4 things, you could you'd normalize back down to that sort of 5% number that we've always trended at.

Speaker #6: No, I appreciate the color. And are there any of these kind of where there's tougher you have your comps or maybe some customer larger customer attrition that we should be looking out for in the coming quarters, or is it look a little bit more normalized?

David Kwan: I appreciate the color. Are there any of these kind of, whether it is tougher year-over-year comps or maybe some larger customer attrition that we should be looking out for in the coming quarters, or does it look a little bit more normalized?

Speaker #5: My expectation, based on what we own today, is that it's normalized. We were also making a lot of large acquisitions, and I have not analyzed those to see what their impact will be in the next quarter or so.

Jamal Baksh: Like my expectation based on what we own today is that it is normalized. We are also making a lot of large acquisitions.

Jamal Baksh: Yeah.

Jamal Baksh: I have not analyzed those to see what their impact will be in the next quarter or so. But based on what we own today, I would say, I would expect these anomalies to sort of revert back. I am not expecting another large customer leaving or anything based on what we have today.

Speaker #5: And, but yeah, based on what we own today, I would say, yeah, I would expect these anomalies to sort of revert back. I'm not expecting any other large customer leaving or anything, based on what we have today.

Speaker #2: Yeah.

David Kwan: Yeah, that is helpful. And maybe one question on Bernie. I think you kind of talked about some of the deal flows and more increased deal flows of, say, larger deals, CAD 100 million, few hundred million dollars. So it sounds like you are seeing more of that. Are you also seeing better win rates for those deals? How is the competition for them?

Speaker #6: That's helpful. And maybe one question on Bernie. I think you kind of talked about some of the deal flow and more increased deal flow of, say, larger deals—$100 million to a few hundred million dollars.

Speaker #6: So it sounds like you're seeing more of that. Are you also seeing better win rates for those deals? How's the competition for them?

Speaker #2: Yeah, I think the competition is still very robust. No one's giving up on vertical software, whether it's large or small. We're seeing some weaknesses at the high end, in pricing, but it's still very competitive.

Bernard Anzarouth: Yeah, I think the competition is still very robust. No one is giving up on vertical market software, whether it is large or small. We are seeing some weaknesses at the high end in pricing, but it is still very competitive. So it is not like we are increasing our win rates or anything like that. It is same old, try to get as much as we can. I do not see any improvement, but we have so many people out there looking for acquisitions across the board, across the globe, and it is a matter of developing those relationships over the long term.

Speaker #2: So, it's not like we're increasing our win rates or anything like that. It's the same old—try to get as much as we can. I don't see any improvement, but we have so many people out there looking for acquisitions across the board, across the globe.

Speaker #2: And it's a matter of developing those relationships over the long term.

David Kwan: Can you comment, have you seen any changes within the kind of the competitors for the businesses, whether they are copycats, strategics, financial buyers?

Speaker #6: Can you comment? Have you seen any changes within the kinds of competitors for the businesses, whether they're copycats, strategics, or financial buyers?

Bernard Anzarouth: The copycats are still out there. I do not see any new ones that are popping up, really. It is more of the ones that have popped up in the last 5 to 10 years. And those still exist, and they are still competing for businesses. And I expect that to continue for still quite some time, until maybe some of those portfolios decide that it is time to move on, and they do not want to go public, and they just want to sell because it is PE backed and there is a limit to their funds. So I do not see any changes there. I do not hear of new ones popping up, or if there are, they are very small. And we hope to pick those up at some point in the future, if at all possible. And hopefully at some point in the future, the number of copycats starts to reduce. But we cannot predict that.

Speaker #2: The copycats are still out there. I don't see any new ones that are popping up, really. It's more of the ones that have popped up in the last 5 to 10 years.

Speaker #2: And those still exist, and they're still competing for businesses. And I expect that to continue for still quite some time until maybe some of those portfolios decide that it's time to move on and they don't want to go public and they just want to sell because it's PE-backed and there's a limit to their funds.

Speaker #2: So I don't see any changes there. I don't hear of new ones popping up or if there are, they're very small. And we hope to pick those up at some point in the future, if at all possible, and hopefully at some point in the future, the number of copycats starts to reduce, but we just don't we can't predict that.

Speaker #2: We don't know.

Bernard Anzarouth: We do not know.

Speaker #6: Okay. So one last question maybe for Merck. When you were talking about the verticalization, are you changing in terms of the M&A and the BD teams for that, and how do you see an impact on potential movements in the portfolios for these or the companies within the pipelines for the personnel there?

David Kwan: Thanks. And one last question, maybe for Mark. When you were talking about the verticalization, are you changing in terms of the M&A and the BD teams for that, and how do you see an impact on potential movements in the portfolios for these or the companies within the pipelines for the personnel there?

Mark Miller: Well, we've seen a lot of when we have vertical groups that are larger inside of Constellation, we've seen a lot of success deploying capital in those vertical groups. So, definitely some of the M&A resources will be better aligned to verticals than stepping outside of them in some cases. So, there definitely will be some changes related to that.

Speaker #2: Well, we've seen that when we have vertical groups that are larger inside of Constellation, we've had a lot of success deploying capital in those vertical groups.

Speaker #2: So definitely some of the M&A resources will be better aligned to verticals than stepping outside of them in some cases. So there definitely will be some changes related to that.

Speaker #6: Great. Thanks.

David Kwan: Great. Thanks.

Speaker #1: Our next question comes from Paul Treber with RBC Capital Markets. Please go ahead.

Operator 2: Our next question comes from Paul Treiber with RBC Capital Markets. Please go ahead.

Speaker #2: Hey, Paul.

Mark Miller: Hey, Paul.

Mark Miller: Oh, thanks very much. Good morning. Could you speak to the profitability of the 2026 cohort of acquisitions? Is it fairly typical and comparable to other cohorts, or do you see a change there?

Speaker #3: Oh, thanks so much, and good morning. I was hoping—could you speak to the profitability of the 2026 cohort of acquisitions? Is it fairly typical and comparable to other cohorts?

Speaker #3: Or do you see a change there?

Speaker #5: Yeah. I mean, I think I called it out last quarter that it was negative margins, but there were a couple large it's more the purchase accounting.

Jamal Baksh: Yeah, I think I called it out last quarter that it was like negative margins, but there were a couple large. It is more the purchase accounting, like there were some bonuses that we could not put as part of the purchase equation. It would be an expense, et cetera. But that cohort in Q2 went from being, I think it was -16% in Q1, and it is now +16 in Q2. It is going to trend up. The 2025 cohort, similar thing, I think it started off around 16%, 17%. It is up to 20%, so it is moving up. But it is not that these businesses will continue that way. It is just taking time to improve them to the levels that. But if you look at all the cohorts prior to that, they are probably in the 30s or high 20s, right?

Speaker #5: There was some bonuses that we couldn't put as part of the purchase equation that we had expense, etc. But that cohort in 20 in Q2 meant from being I think it was negative 16% in Q1.

Speaker #5: It is now positive 16 in Q2. And so it's and it's going to trend up. The 2025 cohort, similar thing. I think it started off around 16, 17 percent.

Speaker #5: It's up to 20%, so it's moving up. But it's not that these businesses will continue that way—it's just taking time to improve them to those levels.

Speaker #5: But if you look at all the cohorts prior to that, they're probably in the 30s or high 20s, right? And so it's just taking longer for them to go there.

Jamal Baksh: It is just taking longer for them to go there. But no, they are not going to be inherently lower forever.

Speaker #5: But no, they're not going to be inherently lower forever.

Speaker #3: Okay, that's helpful. Second question, just specifically on DerbySoft. I mean, there are some disclosures in the MD&A. Is it fair to annualize the disclosed revenue in the MD&A?

Paul Treiber: Okay, that is helpful. Second question, just specifically on DerbySoft, there are some disclosures in the MD&A. Is it fair to annualize the disclosed revenue in the MD&A, and you get to roughly CAD 100 million and the purchase price is CAD 400. So multiple it seems high. Is there anything wrong with my math, one? Secondly, is there any reason for the multiple being higher than typical?

Speaker #3: And you get to roughly 100 million, and the purchase price is 400. So multiple seems high. Is there anything wrong with my math? One, and then secondly, is there any reason for the multiple being higher than typical?

Speaker #2: You want to talk to the multiple. Yeah. It is a high multiple, but it's a very successful organization. It's growing nicely. Good profitability. It could always be a bit better, but that's what our expectations are of the business.

Mark Miller: You want to talk to the multiple? Yeah, it is a high multiple, but it's a very successful organization. It's growing nicely. Good profitability. It could always be a bit better, but that's what our expectations are of the business. It's a very solid business.

Speaker #2: It's a very solid business.

Speaker #5: Yeah. We did use leverage as well, right? So remember that that helps us pay a little bit more, but.

Jamal Baksh: Yeah. We did use leverage as well, right? Remember that helps us pay a little bit more, but

Speaker #2: Yeah, we were gradually. We also have a great team at great team at Constellation working on that one, Paul, as well.

Mark Miller: Yeah, we've been graduating. We also have a great team at Constellation working on that one, Paul, as well.

Paul Treiber: The punchline on the multiple is that you still expect the IRR to be in line with acquisitions.

Speaker #3: And the punch line on the multiple is that you still expect the IRR to be in line with acquisitions of a similar size?

Mark Miller: Oh, yeah.

Paul Treiber: of a similar size?

Speaker #2: Absolutely. Hurdle rates aren't changing.

Jamal Baksh: Absolutely.

Jamal Baksh: Yeah. Hurdle rates aren't changing.

Mark Miller: Yeah.

Speaker #3: Okay, thank you for taking the questions.

Paul Treiber: Okay. Thank you for taking the questions.

Operator 2: Our next question comes from Douglas Ott with Andvari Associates. Please go ahead.

Speaker #1: Our next question comes from Douglas Ott. On Derry Associates. Please go ahead.

Douglas Ott: Hi. Good morning, all.

Speaker #4: Hi. Good morning, all. I've got two topics I'd like to ask a few questions on each. First is I'll tear and I just want to thank you for the ongoing disclosure for that asset.

Mark Miller: Hey, Douglas.

Douglas Ott: I've got two topics I'd like to ask a few questions on each. First is Altera, and I just want to thank you for the ongoing disclosure for that asset. It's been very helpful, and I'm very appreciative of that to be able to track the progress on Altera. So we've crossed the four-year anniversary. We acquired it in May 2022, and since then, according to my math, it's generated a cumulative CAD 400 million in free cash flow, all while revenues have declined from well over CAD 800 million to now about CAD 646 million trailing 12 months. My first question is, do you think these results have tracked with your initial expectations?

Speaker #4: It's been very helpful, and I'm very appreciative of that—to be able to track the progress on Altera. So, we've crossed the four-year anniversary; we acquired it in May 2022.

Speaker #4: And since then, according to my math, it's generated a cumulative 400 million in free cash flow. All while revenues have declined from a little over 800 million to now about 646 million trailing 12 months.

Speaker #4: First question is, do you think these results have tracked with your initial expectations?

Speaker #5: Yeah. I mean, I'm not closely involved with the business, but the CEO of Harris has talked about it at the board meetings, and he has said, yes, it is aligned with what they expected from the investment thesis, and it's aligned.

Jamal Baksh: Yeah. I'm not closely involved with the business, but I have the CEO of Altera has talked with at the board meetings, and he has said, yes, it is aligned with what they expected from the investment thesis. It's aligned, it's actually just operating ahead of what the expected IRR was in the original investment.

Speaker #5: It's actually just operating ahead of what the expected IRR was in the original investment, so.

Speaker #4: Got it. And also on Altera, I was curious if anyone could share any general learnings that you've had since acquiring it. What has surprised you good or bad since acquiring Altera from all scripts?

Douglas Ott: Got it. Also on Altera, I was curious if anyone could share any of the general learnings that you've had since acquiring it. What has surprised you, good or bad, since acquiring Altera from Allscripts? Have you been able to apply any of those learnings to acquisitions since then?

Speaker #4: And have you been able to apply any of those learnings to acquisitions since then?

Mark Miller: I would think, generally just it's a very large acquisition, and it's something we've been learning how to do better over the last 5, 6 years. We've done a bunch of larger acquisitions, and one of the key learnings is driving best practices is harder to larger acquisitions. You can't drive them as fast. So the ability to maybe break the business up into, let's say, what you would call smaller BUs, is something that we're trying to do faster when we can, when we acquire an above average sized acquisition for us. That's how quickly can you do that, is really defined how quickly you can improve the business. That's just ongoing, and that will probably be the biggest focus. Maybe anyone add something to that? It's just driving best practices is harder with larger acquisitions.

Speaker #2: I would think generally just it's a very large acquisition, and it's something we've been learning how to do better over the last five, six years.

Speaker #2: We've done a bunch of larger acquisitions, and one of the key learnings is that driving best practices is harder with larger acquisitions; you can't drive them as fast.

Speaker #2: So the ability to maybe break the business up into let's say what you would call smaller business units is something that we're trying to do faster when we can, when we acquire an above-average-sized acquisition for us.

Speaker #2: And so that's how quickly can you do that is really defined. So how quickly you can improve the business. So but that's just ongoing, and that will probably be the biggest focus to be bringing on add something to that is just driving best practices is harder with larger acquisitions.

Jamal Baksh: The complexity of larger businesses is really the challenge, and the various groupings, different product lines, you have to manage them as a portfolio. Because we do that on a portfolio basis in CSI, we have that experience already. But there are cultures that are just different from what we're used to at CSI, and some things have to change, and it's just a little more difficult to change them.

Speaker #4: Is the complexity of larger businesses is really the challenge? And the various groupings, different product lines you have to manage them as a portfolio.

Speaker #4: And because we do that on a portfolio basis in CSI, we have that experience already. But there's there are cultures that are just different from what we're used to at CSI, and some things have to change and it's just a little more difficult to change them.

Speaker #2: Yeah. Back when we were doing smaller acquisitions or there were sort of 5 million in size, 4 or 5 million in sizes, it was really easy for one person to wrap their head around what had to be done to do that acquisition, how it should be improved, what best practices you could apply to it.

Mark Miller: Yeah. Back when we were doing smaller acquisitions where they were 5 million in size, 4 or 5 million in sizes, it was really easy for one person to wrap their head around what had to be done to do that acquisition, how it should be improved, what best practices you could apply to it. When you are working with a much larger acquisition like an Altera or maybe even a DerbySoft or any of these, you have to really be thinking about a team of people helping you think through what to do there and implement it, which you didn't have to do in the earlier days when you were doing smaller acquisitions.

Speaker #2: When you're working with a much larger acquisition like an Altera, or maybe even a DerbySoft, or any of these, you really have to be thinking about a team of people helping you think through what to do there and implement it, which you didn't have to do in the earlier days when you were doing smaller acquisitions.

Speaker #2: One of the nice things about us is we've learned how to do that a lot better, and we have more people who are able to think that way than we would have, let's say, 10 or 15 years ago.

Mark Miller: One of the nice things about us is we've learned how to do that a lot better and have more people who are able to think that way than we would have, let's say, 10 or 15 years ago.

Douglas Ott: Yeah. Thank you. All right. Second-

Speaker #4: Yeah. Thank you. Thank you. All right, so second.

Mark Miller: Great question.

Speaker #2: Great question.

Douglas Ott: second topic for me is continuing on the corporate carve-outs. I guess in general, the difference between a small acquisition and big acquisition, you have to change how you approach things and drive best practices. But on carve-outs, is there any reason that they're a bit deal with? Can you talk about those reasons? When it comes to analyzing it as an investment opportunity, what sorts of financial adjustments do you have to make? What sort of qualitative adjustments do you have to make? Are there different risks? Are they greater, lesser than other types of risks? I'd just appreciate some more thoughts there.

Speaker #4: The second topic for me is continuing on the corporate carve-outs. So, I guess in general, I mean, the difference between a small acquisition and a big acquisition—you have to change how you approach things and try to apply best practices.

Speaker #4: But on carve-outs, is there any reason that they're a bit deal with? You talk about those reasons. Are there when it comes to analyzing it as an investment opportunity, what sorts of financial adjustments do you have to make?

Speaker #4: What sort of qualitative adjustments do you have to make? Are there different risks? Are they greater or lesser than other types of risks? I'd just appreciate some more thoughts there.

Speaker #2: Yeah. I mean, we get better than every time we do them. I mean, Bernie might want to expand. Bernie might want to expand on this, but they're interesting because it isn't they're not clearly all of their financials statements aren't clearly separated out in a lot of cases.

Mark Miller: Yeah. We get better them every time we do them. Bernie might want to expand on this, but they're interesting because all of their financial statements aren't fully separate out in a lot of cases. They're interwoven together. You have to separate them from internal systems that they're on. There's a whole bunch of carve-out things that really you have to manage carefully. Plus, whoever you're buying the carve-out from, they really care where their customers end up in a lot of cases, right? So you've also got to balance that as well. So there's a lot of things you do differently with a carve-out that you wouldn't with a standalone acquisition. Now, Bernie, what would you add to that?

Speaker #2: They're interwoven together. You have to separate them from internal systems that they're on. There's yeah, there's a whole there's a whole bunch of carve-out things that really you have to manage carefully.

Speaker #2: And plus, whoever you're buying the carve-out from, they really care where their customers end up in a lot of cases, right? So you've also got to balance that as well.

Speaker #2: So there's a lot of things you do differently with a carve-out that you wouldn't with a standalone acquisition. Bernie, what would you add to that?

Bernard Anzarouth: The same goes for the way we look at businesses in terms of return on investment. Every decision that we make within our business is based on return on investment. If we can't see that return, we just won't do it unless it's really strategic, as it were.

Speaker #3: The same goes for the way we look at businesses in terms of return on investment. Every decision we make within our business is based on return on investment.

Speaker #3: And if we can't see that return, we just won't do it unless it's really, really strategic as it were. And a lot of the businesses that we do get from carve-outs don't look at their businesses that way.

Mark Miller: Yeah.

Bernard Anzarouth: A lot of the businesses that we do get from carve-outs don't look at their businesses that way. So that's a bit of an infusion that we give them, and we try to set their minds towards measuring that investment. There are lots of decisions that these businesses make on a regular basis. When it's a larger business with various product lines, you have to take that decision, make them more granular, and infuse that kind of thinking into the people that make those decisions.

Speaker #3: And so that's a bit of an infusion that we give them. And we try to set their minds towards measuring that investment. And so and there are lots of decisions that these businesses make on a regular basis.

Speaker #3: And when it's a larger business with various product lines, you have to take that decision, make them more granular. And infuse that kind of thinking into the people that make those decisions.

Speaker #2: But generally, not very balance sheet-driven, right? They're not thinking about their balance sheet, and that's the balance sheet's obviously something pretty important to understand.

Mark Miller: They are generally not very balance sheet driven, right? They are not thinking about their balance sheet, and the balance sheet is obviously something pretty important to understand. Thus, figuring out what that is and getting them to think about managing their working capital is harder than it would be for a standalone business.

Speaker #2: And figuring out what that is and getting them to think about managing their working capital is harder than it would be for a standalone business.

Speaker #2: Because, yeah, there's usually not a separate balance sheet for that particular carve-out.

Mark Miller: Because there is usually not a separate balance sheet for that particular carve-out.

Speaker #4: Awesome. Awesome. Great. And just one final carve-out. Would you agree that in your universe of potential acquisition targets, are carve-outs typically an area where constellation can deploy larger amounts of capital?

Douglas Ott: Awesome. Great. Just one final on carve-outs. Would you agree that in your universe of potential acquisition targets, are carve-outs typically an area where Constellation can deploy larger amounts of capital?

Speaker #3: Yeah. We've been doing it for years. And I think that the fact that we've done it with Fortune 500 companies just underlines our ability to do carve-outs appropriately.

Bernard Anzarouth: Yeah, we have been doing it for years.

Mark Miller: Yes.

Bernard Anzarouth: I think that the fact that we have done it with Fortune 500 companies just underlines our ability to do carve-outs appropriately and maintain that customer base

Speaker #3: And maintain that customer base as expected. I think these larger businesses are more than happy to deal with us when it comes to taking care of the customer base and the employee base.

Bernard Anzarouth: as expected. I think these larger businesses are more than happy to deal with us when it comes to taking care of the customer base and the employee base. I think we will see

Speaker #3: So I think we'll hopefully see more of those.

Bernard Anzarouth: hopefully more of those.

Speaker #2: And we have done multiple carve-outs from individual businesses too, which is kind of nice. Your reputation is important, very important, that you take care of their customers and their employees when you're taking over a business like that.

Mark Miller: We have done multiple carve-outs from individual businesses, too, which is kind of nice.

Bernard Anzarouth: Right.

Mark Miller: Your reputation is very important, that you take care of their customers and their employees when you're taking over a business like that, and that matters to them.

Speaker #2: And that matters to them.

Douglas Ott: Can you put any kind of general number on potential carve-outs that might be out there?

Speaker #4: And can you put any kind of general number on potential carve-outs that might be out there? Are they in the hundreds, or is it greater than that?

Mark Miller: No

Douglas Ott: Are they in the hundreds, or is it greater than that?

Speaker #3: No.

Mark Miller: No.

Douglas Ott: Okay.

Speaker #4: Okay.

Speaker #2: I wish we could see the future. So, yeah.

Mark Miller: I wish we could see the future, but no. So yeah.

Speaker #4: All right. That's it for me. I really appreciate it.

Douglas Ott: All right.

Mark Miller: We'll keep plugging away.

Douglas Ott: That's it from me.

Mark Miller: Thank you for the question.

Douglas Ott: I really appreciate it.

Mark Miller: Yeah. Great questions. Thank you.

Speaker #2: Great. Great questions. Thank you.

Speaker #1: Our next question comes from Kevin McVeigh with UBS. Please go ahead.

Operator 2: Our next question comes from Kevin McVeigh with UBS. Please go ahead.

Kevin McVeigh: Great.

Speaker #4: Great. Thanks so much. And hey, good morning. Thank you so much. And nice results here. Hey, it seems like the M&A, particularly for six months of the year, have been elevated.

Mark Miller: Morning.

Kevin McVeigh: Thanks so much. Hey, good morning. Thank you so much and nice results here. Hey, it seems like the M&A, particularly for 6 months of the year, have been elevated. Should we expect a similar pace in the back H2 of the year, or just any thoughts on the cadence, just given there's been some pretty good success in the H1 of the year?

Speaker #4: Should we expect a similar pace in the back half of the year, or do you have any thoughts on the cadence, given there’s been some pretty good success in the first half of the year?

Speaker #3: I hate to predict things. We have a very robust funnel. We're working with a lot of businesses. Whether they happen in the second half of the year, whether they happen in the future is impossible to tell.

Bernard Anzarouth: I hate to predict things. We have a very robust funnel. We are working with a lot of businesses. Whether they happen in the H2 of the year, whether they happen in the future is impossible to tell. You have seen our results last year were lower. It is just so hard to predict when these businesses will actually close with us and whether they will close.

Speaker #3: You've seen our results last year. We're lower. So it's just so hard to predict when these businesses will actually close with us, and whether they will close.

Speaker #3: So I will not offer a prediction.

Mark Miller: Yeah

Bernard Anzarouth: I will not offer a prediction.

Speaker #2: We just want to make sure we're on the playing field when they're available, right? We want to be out there trying to win.

Mark Miller: We just want to make sure we are on the playing field when they are available, right? We want to be out there trying to win.

Kevin McVeigh: Super helpful. The pacing of the organic growth. Obviously, last year, the Q1, there was only about CAD 94 million of acquisitions as opposed to CAD 380 million in the Q2. Does that CAD 380 start to come into the base in the Q3? Said another way, is it the Q3 where it starts to get into the organic base?

Speaker #4: Super helpful. And then, the pacing of the organic growth—obviously last year, in the first quarter, there was only about $94 million of acquisitions, as opposed to $380 million in the second quarter.

Speaker #4: Does that $380 start to come into the base in the third quarter? Said another way, is it the third quarter where it starts to get into the organic base?

Speaker #2: Yeah. The way I calculate organic growth is, I pro forma our history as if we owned that business for the full year or for the prior comparable period.

Mark Miller: Yeah, the way I calculate organic growth is I pro forma our history as if we own that business for the full year or for the prior comparable period.

Kevin McVeigh: Oh.

Speaker #2: So if we're buying businesses that our turnarounds and we need to fix or whatever, it impacts organic growth right away. And that's why I do it that way as opposed to waiting a year or whatever before it starts showing in our numbers, so.

Mark Miller: If we are buying businesses that are turnarounds and we need to fix or whatever, it impacts organic growth right away. That is why I do it that way, as opposed to waiting a year or whatever before it starts showing in our numbers.

Speaker #4: And that's well, that's to the point earlier where it was a little bit slower because some of those ones that had a got it.

Kevin McVeigh: And that's to the point-

Mark Miller: Yeah

Kevin McVeigh: where it was a little bit slower because some of those ones that

Mark Miller: Exactly

Kevin McVeigh: got it. No, it makes a lot of sense.

Speaker #4: No, no, that makes a lot of sense. And then two others, and I'll get back in the queue. It seems like the taxes in the second quarter were a lot higher than what we modeled.

Mark Miller: Yeah.

Kevin McVeigh: Then two others, I will get back in the queue. It seems like the taxes in Q2 were a lot higher than what we modeled. Was there anything there?

Speaker #4: Was there anything there just relative to the income taxes paid in the second quarter? It was almost double what we thought when we modeled.

Kevin McVeigh: Just relative to the income taxes paid in Q2 relative to. It was almost double what we thought when we modeled.

Jamal Baksh: If you are looking at cash tax, that is just timing. I always look at the current tax expense as a percentage of this adjusted net income before tax. That number is in line in that mid-20s, which it always is. Yeah, so current tax approximates cash tax. If you look at the current tax line, it is pretty stable. The cash tax will fluctuate based on payments made.

Speaker #2: So if you're looking at cash tax, I mean, that's just timing and but I always look at the current tax expense as a percentage of sort of this adjusted net income before tax.

Speaker #2: And that number is sort of in line, in that sort of mid-20s range, which it always is. And yeah, so current tax approximates cash tax.

Speaker #2: If you look at the current tax line, it's pretty stable. The cash tax will fluctuate based on payments.

Speaker #4: Helpful. Last one for me. The commentary on the AI was super helpful. Is your thinking about implementation internally from an expense perspective any way to think about where you are in that process and then any way to dimensionalize the tokenization side of it?

Kevin McVeigh: Helpful. Last one from me. The commentary on the AI was super helpful. As you are thinking about implementation internally from an expense perspective, any way to think about where you are in that process, and then any way to dimensionalize the tokenization side of it, in terms of increasing token cost relative to productivity and how are you just managing that? Is there any way to, again, is the token cost where you thought it was going to be or just any thoughts around that as well?

Speaker #4: In terms of increasing token cost relative to productivity and how are you just managing that? And is there any way to, again, is it token cost where you thought it was going to be or just any thoughts around that as well?

Speaker #2: Yeah. We started tracking this. So we've created now GL accounts that will track sort of the token expense and any cost relating to AI.

Jamal Baksh: Yeah, we started tracking this, so we have created now GL accounts that will track the total expense and any cost relating to AI. Still early days. If you look at our P&L right now, you will see third-party maintenance slightly up, but nothing material. I will be honest with you, I do not have a great, clear number of what the total expenses are relating to AI, so this is something we will start tracking now going forward. But I do not believe it is materially impacting us today. It is something that as we talk about this internally, it is something we take into consideration, even the tools we use, making sure we are not beholden to any one provider and, yeah.

Speaker #2: I mean, it's still early days. I mean, if you look at our P&L right now, you'll see third-party maintenance slightly up and nothing material.

Speaker #2: I'll be honest with you. I don't have a great clear number of what the total expenses are relating to AI. So this is something we'll start tracking now going forward.

Speaker #2: But I do not believe it's materially impacting us today. And it is something that, as we talk about this internally, that we will it's something we take into consideration, even the tools we use, making sure we're not beholden to any one provider and yeah.

Mark Miller: Yeah. I agree with Jamal. Those answers are correct. I think in some cases, we have pushed people really hard to start using AI tools to start increasing their productivity and ability to get customers what they need faster. I think it is really interesting to see where the tools evolve. In some cases, we are using, one of the expressions internally is we are using a blowtorch to light a cigarette. We are using very powerful tools for problems that probably do not need those today. But you sort of want to, I would say, roll with it right now in order to make sure you are adopting technology fast so people understand what is possible. So it is going to be an interesting journey for us. The great news is we have not banked on any one particular platform to use. So we will learn from each other and adapt as necessary.</seg <seg id="3">Our businesses will have the opportunity very quickly change course and what tools to use if they need, if we are thinking things are getting too expensive, so.

Speaker #3: Yeah, I agree with Jamal. Those seem correct. I think in some cases, we've pushed people really hard to start using the AI tools to start increasing their productivity and ability to get customers what they need faster.

Speaker #3: And I think it's really interesting to see where the tools evolve. In some cases, we're using one of the expressions internally is we're using a blowtorch to light a cigarette.

Speaker #3: So we're using very powerful tools for problems that probably don't need those today. But it's just you sort of want to, I would say, roll with it right now in order to make sure you're adopting technology fast and people understand what's possible.

Speaker #3: So it's going to be an interesting journey for us. The great news is we haven't banked on any one particular platform to use. So we'll learn from each other and adapt as necessary our businesses will have the opportunity very quickly change courses and what tools to use if they need if we're thinking things are getting too expensive, so.

Mark Miller: Our businesses will have the opportunity very quickly change course and what tools to use if they need, if we are thinking things are getting too expensive.

Ryan MacWilliams: Super helpful. Thank you.

Speaker #4: Super helpful. Thank you.

Mark Miller: It's not something I'm super worried about now, so yeah.

Speaker #3: Super worried right now, so yeah.

Speaker #1: Our next question comes from Teddy Farley with Jefferies. Please go ahead.

Operator 2: Our next question comes from Teddy Farley with Jefferies. Please go ahead.

Speaker #5: Hi. This is Teddy. I'm from Sonata. Thank you for taking your question and congrats on another solid quarter. A handful of software companies have called out headcount this earnings season, either with plans to reduce or aim for flat headcount, including a shift away from G&A towards sales and marketing.

Teddy Farley: Hi, this is Teddy on for Samad Samana. Thank you for taking our question, and congrats on another solid quarter. A handful of software companies have called out headcount this earnings season, either with plans to reduce or aim for flat headcount, including a shift away from G&A towards sales and marketing. How does that compare with the thinking across your portfolio companies for the balance of 2026?

Speaker #5: How does that compare with the thinking across your portfolio companies for the balance of 2026?

Mark Miller: Yeah, we're not thinking really a lot about headcount reductions. Remember, we're a very decentralized organization. We don't have this big 20,000-person R&D group that works across the world. We have individual businesses all over the world that have development groups that in some cases have single-digit number of people, in some cases have double-digit numbers of people. Very rarely have hundreds of developers in any one business. We're really trying to get them to be able to offer their customers more, faster and get through product roadmaps and fix bugs and things like that using these tools. The headcount reduction is not a focus of the company at this point.

Speaker #3: Yeah. We're not thinking really a lot about headcount reductions. I mean, we have a lot of remember we're a very decentralized organization. We don't have this big 20,000-person R&D group that works across the world.

Speaker #3: We have individual businesses all over the world that have development groups that, in some cases, have a single-digit number of people. In some cases, they have double-digit numbers of people.

Speaker #3: Very rarely do we have hundreds of developers in any one business. And so we're really trying to get them to be able to offer their customers more, faster, and get through product roadmaps and fix bugs and things like that using these tools.

Speaker #3: And the headcount is reduction is not a focus of the company at this point.

Teddy Farley: Awesome. Thank you so much for the call.

Speaker #5: Awesome. Thank you so much for the caller.

Speaker #1: Our next question comes from Ryan Floyd with Barsa Capital. Please go ahead.

Operator 2: Our next question comes from Ryan MacWilliams with Barca Capital. Please go ahead.

Speaker #3: Thanks so much for doing these quarterly calls and the transparency. It's really wonderful. It's Barca Capital. Sorry. I don't know the full name that well.

Ryan MacWilliams: Thanks so much for doing these quarterly calls and the transparency. It's really wonderful. It's Barca Capital. Sorry, I don't know the football team that well.

Ryan MacWilliams: No worries.

Ryan MacWilliams: My question is not about AI. Based on public information, it seems like a lot of your IRR, when you buy something, comes from changes in working capital. I am just curious, is this generally the case, and if so, could you give a very rough sense maybe of what portion of the IRR comes from changes in working capital when you buy something? The reason that it is important is if people are thinking about cash flows from your deals very long term, if a lot of the cash flows are showing up earlier, it does not matter that much than if they are showing up, I do not know, in 15 years or something like that. The other question I have is not about AI, but it is just general.

Speaker #3: My question is not about AI. Based on public information, it seems like a lot of your IRR when you buy something comes from changes in working capital.

Speaker #3: I am just curious, is this generally the case? And if so, could you give a very rough sense maybe of what portion of the IRR comes from changes in working capital when you buy something?

Speaker #3: The reason that it's important is, if people are thinking about cash flows from your deals very long-term, if a lot of the cash flows are showing up earlier, it doesn't matter that much.

Speaker #3: Then if they're showing up, I don't know, in 15 years or something like that. The other question I have is not about AI, but it's just general it is, have you seen a change in the number and profitability of your capital I initiatives in the last, say, six months or 12 months compared to two or three years?

Ryan MacWilliams: It is, have you seen a change in the number and profitability of your capital I initiatives in the last, say, 6 months or 12 months compared to 2 or 3 years, or is it about the same? Have you seen profitability much, much higher, much, much lower? I do not know, you are doing 5x of these or 10% more, or it is just about the same? Again, thanks for doing the call. We all appreciate it. We appreciate the tone, the transparency, and the disclosure. Thanks very much, guys.

Speaker #3: Or is it about the same? Have you seen profitability much, much higher, much, much lower? I don't know, are you doing 5x of these, or 10% more, or is it just about the same?

Speaker #3: Again, thanks for doing the call. We all appreciate it. We appreciate the tone and the transparency. And the disclosure. Thanks very much, guys.

Speaker #2: Okay. So just to hit the working capital question, every acquisition is different. I know back in the early days, the very early days of Constellation, it was a big factor in our acquisitions, but it didn't mean that it detracted from the IRR of the businesses themselves.

Bernard Anzarouth: Okay, just to hit the working capital question, every acquisition is different. I know back in the early days, the very early days of Constellation, it was a big factor in our acquisitions, but it did not mean that it detracted from the IRR of the businesses themselves or the cash flow that we could generate from those businesses. Today, again, working capital changes make a little bit of an impact, but not a lot. The biggest impact is from running the businesses appropriately and getting the cash flows out of those businesses. It is really operating changes that we make to the businesses as opposed to working capital. If there is an added bonus that we can find within working capital, then all the better. But I would not say that it is a significant portion of our returns. Hope that helps.

Speaker #2: Or the cash flow that we could generate from those businesses. Today, again, working capital changes make a little bit of an impact, but not a lot.

Speaker #2: The biggest impact is from running the businesses appropriately and getting the cash flows out of those businesses. It's really operating changes that we make to the businesses, as opposed to working capital.

Speaker #2: And if there is an added bonus that we can find within working capital, then all the better. But I wouldn't say that it's a significant portion of our returns.

Speaker #2: Hope that helps.

Ryan MacWilliams: That does help. Is it fair to say or have you had an eyeball on trying to get those cash flows? I know you are very time-value and money-oriented, but getting those cash flows earlier rather than later, or saying-

Speaker #3: That does help. Is it fair to say or have you had an eyeball on trying to get those cash flows? I know you're very time-valued money-oriented, but getting those cash flows earlier rather than later?

Speaker #3: Or saying.

Bernard Anzarouth: We always try, but-

Speaker #2: We always try on four or five years. We don't think too much about it. Sure. We always try, but sometimes these things do take time.

Ryan MacWilliams: beyond four or five years, we don't think too much about it?

Bernard Anzarouth: Sure. We always try, but sometimes these things do take time. In Europe, I think it takes maybe a bit more time than it does in North America to make changes to our businesses. But we try to get them done as quickly as possible. That is our objective, to make sure these businesses are operating appropriately like our 1,500 plus other businesses, so that they are in line with our operating guidelines. So we do try to get them done as early as possible, yes.

Speaker #2: In Europe, I think it takes maybe a bit more time than it does in North America to make changes to our businesses. But we try to get them done as quickly as possible.

Speaker #2: That is our objective. To make sure these businesses are operating appropriately, like our 1,500 other-plus other businesses. So that they're in line with our operating guidelines.

Speaker #2: And so we do try to get them done as early as possible, yes.

Speaker #3: Yeah. Sometimes you have to look at customer contracts, and it takes time, right? A long time, especially with large customer contracts. Those relationships are very important as well.

Mark Miller: Yeah. Sometimes you have to look at customer contracts and it takes time, right?

Bernard Anzarouth: Yeah.

Mark Miller: A long time, especially with large customer contracts. Those relationships are very important as well. You have to think through how to make those. We model that all out as we think through an investment carefully.

Speaker #3: So you have to think through how to make those. But we model that all up as we think to an investment carefully. So.

Bernard Anzarouth: Operating cash flows is first and foremost.

Speaker #2: But operating cash flows are first and foremost.

Mark Miller: Yeah, for sure.

Speaker #3: Yeah, for sure.

Bernard Anzarouth: And way more than working capital. If we find those opportunities with working capital, we definitely do take advantage of those, yes.

Speaker #2: And way more than working capital. And if we find those opportunities with working capital, we definitely do take advantage of those, yes.

Mark Miller: Yeah. Measure it very closely.

Speaker #3: Yeah. Measure it very closely. Very closely. Yeah.

Mark Miller: Very closely.

Bernard Anzarouth: Yeah.

Speaker #5: You were asking about initiatives, I think. Was as well. So, yeah. on throughout the organization. There's sort of two types of approaches to initiatives.

Mark Miller: You were asking about initiatives, I think, was

Bernard Anzarouth: Yeah

Mark Miller: as well. There is a lot of initiatives going on throughout the organization. There are two types of approaches to initiatives. We really love customer-driven initiatives, where the customers actually say they need something and we help them figure out what that is. Some businesses are incredibly driven by just what the customers want now, especially our larger customers we do things for. Others are creating. There are a number of AI initiatives going on, for example, right now, where they are creating potential products by listening to what we call revenue signals from customers. I think there is probably more initiatives now than there was a year ago. We will just have to see what those amount to in the end, what the actual returns on the capital that we are investing in doing those.

Speaker #5: What we really love customer-driven initiatives, where the customer is actually say they need something, and we help them figure out what that is. And some businesses that are incredibly driven by just what the customers want now, especially our larger customers, we do things for.

Speaker #5: And then others are creating there's a number of AI initiatives going on, for example, right now, where they're creating potential from customers. So I think there's probably more initiatives now than there was a year ago.

Speaker #5: And we'll just have to see what those amount to in the end, what they actually return on the capital that we're investing in doing those.

Speaker #5: So, we have a very open mind to people experimenting right now, with technology evolving and AI.

Mark Miller: We have a very open mind to people experimenting right now with technology evolving and AI.

Speaker #3: Do you have anything you could give us to get a sense of how well those early ones have been doing?

Ryan MacWilliams: Do you have anything you could give us a sense of how well those early ones have been doing?

Speaker #5: It's too early. It really is. It's really too early. There's some interesting what's interesting to me, if we're seeing someone what we've seen I think this quarter, if we see some other outside company coming into potentially to sort of more of a horizontal play in some of our verticals, we're able to be much faster followers which I hadn't thought a lot about.

Mark Miller: It is too early. It really is.

Ryan MacWilliams: Okay.

Mark Miller: It is really too early. What is interesting to me, if we are seeing someone, what we have seen, I think, this quarter, if we see some other outside company coming into potentially to sort of more of a horizontal play in some of our verticals, we are able to be much faster followers, which I had not thought a lot about. We have always had the ability to be a fast follower, but you can be a faster follower with AI, especially when you have a lot of customers in that particular area.

Speaker #5: We've always had the ability to be a fast follower. But you can be a faster follower. With AI, especially when you have a lot of customers in that particular area.

Speaker #5: So as long as you've skilled up your team, so that they're able to move fast, they can move much, much faster and provide customers something.

Mark Miller: As long as you have skilled up your team so that they are able to move fast, they can move much, much faster and provide customers something. That is kind of a neat outcome, right? Because if it took years to build some products, like some initiatives, it takes seven, eight, nine years to get them to maximum revenues over time, believe it or not. In the early days, there may be some opportunity to do some things faster in certain areas now, where other people have driven up the, what could you say, the desire for that type of a product line. It will be fun to watch that for me over the next two years.

Speaker #5: So that’s kind of a need-to-outcome, right? Because if it took years to build some products, like some initiatives, it takes seven, eight, nine years to get them to maximum revenues over time, believe it or not.

Speaker #5: So in the early days, there may be some opportunity to do some things faster in certain areas now. Where other people have driven up the what could you say?

Speaker #5: The desire for that type of a product line. So it's fun to watch that for me over the next two years.

Speaker #3: That's great. I might sneak in one small question. You operate in many different countries, and many regulated industries in particular. I think you said that regulated industries are often less likely to prefer cloud solutions, or maybe AI solutions.

Ryan MacWilliams: That is great. I might sneak in one small question. You operate in many different countries and many regulated industries in particular.

Mark Miller: Yeah.

Ryan MacWilliams: I think you said that regulated industries are often less likely to prefer cloud solutions or maybe AI solutions. Have you found that country to country regulated industries have different preferences with respect to on-premise or AI-coded products?

Speaker #3: Have you found that country-to-country regulated industries have different preferences with respect to on-premise or AI-coded products?

Speaker #5: It's more sector to sector within countries, I'd say. I mean, I wouldn't have a broad conclusion on that. I'd say it depends on the sector.

Mark Miller: It's more sector to sector within countries, I'd say. I wouldn't have a broad conclusion on that. I'd say it depends on the sector. If you're a government, you're clearly very concerned about those things. Bank, banking, healthcare. So it's sector specific in every country, I would think.

Speaker #5: If you're government, you're clearly very concerned about those things: banking, healthcare. So it's sector-specific in every country, I would think. So.

Ryan MacWilliams: Great. Thanks very much. Thanks again for your time. I'll step out.

Speaker #3: Thank you very much. Thanks again for your time. I'll step out.

Mark Miller: Thank you.

Speaker #5: Thank you.

Speaker #2: Thank you.

Bernard Anzarouth: Thank you.

Speaker #1: Our next question is a follow-up from Douglas Ott with Ondare Associates. Please go ahead.

Operator 2: Our next question is a follow-up from Douglas Ott with Andvari Associates. Please go ahead.

Speaker #4: Hi again. I've got two more questions. I'm curious if you guys the management team and board are still studying high-performing conglomerates and other successful businesses and along with that question, I'm just curious how did those learnings trickle down or how far did they trickle down?

Douglas Ott: Hi again. I have two more questions. I am curious if you guys, the management team and board, are still studying high-performing conglomerates and other successful businesses. Along with that question, I am just curious, how do those learnings trickle down? Or how far do they trickle down? Is it just the top people that are studying these other businesses, or are there hundreds of business unit managers that are also trying to glean lessons from these case studies?

Speaker #4: Is it just the top people that are studying these other businesses or are there hundreds of business unit managers that are also trying to glean lessons from these case studies?

Mark Miller: I think it is a really good question. I have been fortunate enough to be able to be involved in understanding that, as well as the senior team at Constellation. I think it really varies by the operating group how far they drive those down with inside of Constellation. There is a lot of content that we share for people as we are onboarding them, as we are onboarding new companies on how we see the world. Larry Cunningham did a study for the group that I oversaw for many years, Volaris, and he went and he interviewed 70 of our leaders across the world, and really wanted to understand how invasive our, I guess you want to call it, our beliefs are, and how people think similarly.

Speaker #5: I think it's a really good question. I mean, I've been fortunate enough to be able to be involved in understanding that, as well as the senior team at Constellation.

Speaker #5: I think it really varies by the operating group how far they drive those down with inside of Constellation. There's a lot of content that we shared for people who are as we're onboarding them, as we're onboarding new companies on how we see the world and we did Larry Cunningham did a study for the group that I oversaw for many years Volaris and he went and he spoke to interviewed 70 of our leaders across the world and was really wanted to understand how invasive our, I guess you want to call it our beliefs are and how people think similarly.

Speaker #5: And it was pretty interesting because we've created, I think, a common lingo and a common understanding across the world on how to approach things, independent of language, business.

Mark Miller: It was pretty interesting because we have created, I think, a common lingo and a common understanding across the world on how to approach things independent of language, business. I do think even if it is not explicitly going through a particular conglomerate and how they have approached things, just the general lessons of what we have learned at Constellation over the last three decades tend to be everywhere, which is surprising. It was surprising to me how far it was. In a decentralized organization, it is always fascinating to see that, right? So I was pretty happy to realize that Larry came to those conclusions.

Speaker #5: So I do think even if it isn't explicitly going through a particular conglomerate and how they've approached things, just the general lessons of what we've learned at Constellation over the last three decades tend to be everywhere.

Speaker #5: Which is surprising. What's surprising to me is how far it was in the decentralized organization—it’s always fascinating to see that, right? So I was pretty happy to realize that Larry came to those conclusions.

Speaker #4: Interesting. Secondly, it's been a pretty long Mark Leonard initially floated the idea of perhaps one day Constellation having to look outside of the world of vertical market software to deploy capital given the level of capital you've deployed continuing in software has that effort taken more of a backseat or is it still ongoing or how is the level or desire evolved over with that potential initiative?

Douglas Ott: Interesting. Secondly, it has been a pretty long. Mark Leonard initially floated the idea of perhaps one day Constellation having to look outside of the world of vertical market software to deploy capital. Given the level of capital you have deployed continuing in software, has that effort taken more of a back seat, or is it still ongoing? Or how has the level of desire evolved with that potential initiative?

Speaker #5: Well, I think we're mostly obviously, we're mostly interested right now in with our ability to get more capital out, we're interested in focusing on software, making sure we're doing software as best we possibly can.

Mark Miller: Obviously, we are mostly interested right now in. With our ability to get more capital out, we are interested in focusing on software, making sure we are doing software as best we possibly can. It is something we discuss occasionally, but it is not really the focus right now. There is so much more for us to do in the software world. I wish I could say we are all done, we are finished, but there is too much stuff to do, and we are constantly learning, and I think our teams are able to do larger acquisitions now, which has opened up a whole new realm for us. We couldn't have done that 15, 20 years ago. It just keeps evolving.

Speaker #5: So, it isn't. It's something we discuss occasionally, but it's not really the focus right now. And there's so much more for us to do in the software world.

Speaker #5: So I wish I could say we're all done. We're finished, but there's too much stuff to do and we're constantly learning and our teams, like I think our teams have been are able to do larger acquisitions now, which has opened up a whole new realm for us.

Speaker #5: And we couldn't have done that 15, 20 years ago. So it just keeps evolving.

Speaker #4: Yeah, good. With the large I mean, that's an interesting point. Because I think a good part or one way people are attracted and passionate to continue working at Constellation is just it seems like a robust amount of opportunities for career development and learning new and different things.

Douglas Ott: Yeah, good. That is an interesting point, because I think a good part or one way people are attracted and passionate to continue working at Constellation is just it seems like a robust amount of opportunities for career development and learning and doing different things.

Mark Miller: Yeah.

Speaker #5: Yeah.

Speaker #4: You mean is that something that people.

Douglas Ott: Is that something that people?

Mark Miller: A big deal

Speaker #5: A big deal.

Douglas Ott: are really happy about and talk to you about?

Speaker #4: Are really happy about and talk to you guys?

Mark Miller: For sure. I did something at Volaris Group, I remember, three or four years ago at a big event where we had like 1,200 people in London, and I interviewed five people on stage, and three of the five were interns who were overseeing portfolios. That was 15 years later, after working for us for 15 years. There are lots of career opportunities at Constellation Software, and there needs to be. In a decentralized environment, you create a lot more career opportunities. When you are in a large functional organization, you hit career sort of growth opportunities, walls, if you want to call it, are not as possible here. Many more people in our world can run a business inside of Constellation Software. They can take on other roles. I think it is kind of interesting place to work, and we are super keen on continuing to develop our people across the world.

Speaker #5: For sure. I did something at Volaris over three, four years ago at a big event where we had about 1,200 people in London.

Speaker #5: And I interviewed five people on stage and three of the five were interns who were overseeing portfolios. But that was 15 years later after working for us for 15 years.

Speaker #5: So, there are lots of career opportunities at Constellation, and in a decentralized environment, you create a lot more career opportunities. When you're in a large, functional organization, you hit career growth opportunity walls, if you want to call it that, which aren't as possible here.

Speaker #5: Many more people in our world can run a business inside of Constellation. They can take on other roles. So I think it's kind of interesting place to work and we're super keen on continuing to develop our people across the world.

Mark Miller: It is the single most important thing we do.

Speaker #5: It's the single most important thing we do.

Douglas Ott: Great. Thank you so much.

Speaker #4: Great. Thank you so much.

Operator 2: This concludes our question and answer session. I would like to turn the conference back over to Mark Miller for any closing remarks.

Speaker #1: This concludes our question and answer session. I would like to turn the conference back over to Mark Miller for any closing remarks.

Speaker #5: No, just thank everybody for dialing in and asking us and asking us a bunch of good questions. And we're looking forward to getting through this quarter and chatting with you again in three months.

Mark Miller: No, just thank everybody for dialing in and asking us a bunch of good questions. We are looking forward to getting through this quarter and chatting with you again in three months. So over and out from Toronto, and have a great rest of day and rest of summer.

Speaker #5: So over and out from Toronto and have a great rest of day and rest of summer.

Speaker #3: Thank you.

Douglas Ott: Thank you.

Mark Miller: Bye.

Speaker #5: Bye.

Operator 2: The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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