Constellation Software – Reverse Engineering a Past Thesis

One of my core beliefs in becoming a better investor is a willingness to learn from past mistakes, whether they are from someone else’s or my own.

Roughly 2 years ago when I was still in school, I wrote-up Constellation Software, which I believe to be one of the best managed businesses in Canada and on the planet (sorry Valeant fan boys). The track record certainly speaks for itself. (Please see the appendix at the end of this write-up.) I recently noticed that the company had a rights offering and were raising capital with debentures. According to my Capital IQ, Mark Leonard recently purchased ~430,000 shares last month, raising his total stake in the company to nearly 7% which is valued at almost $600MM. If my CapIQ is right, he is currently the third largest shareholder. I can’t confirm the purchase 100% as I can’t find the associated public filing. But that’s still a lot of stock and an extremely bullish signal from an extremely astute capital allocator that models his company under the Berkshire model.

Below is my write-up and a blast from the past.

Exchange: TSX   |   Ticker: CSU.TO   |   Stock Price: $123.40   |    Market Cap: $2,615MM   |   EV: $2,618MM

Introducing Constellation Software – Canada’s Outsider 

Company Overview

Constellation Software Inc. is a global provider of mission critical enterprise software solutions serving a broad range of distinct vertical markets. The company’s strategy is to acquire and manage vertical market software businesses that serve clients in over 40 different verticals ranging from public transit in the public sector to golf clubs in the private sector.

Constellation is simply an exceptional business that is trading at a reasonable price. Not only does the business possess excellent economics, it is headed by one of the best corporate management teams in the country in terms of allocating capital. A suburb track record of intelligent capital allocation decisions and a history of strengthening acquired businesses organically have yielded average returns on invested capital of 20% for the past decade and strong maintenance revenue growth in excess of 20% for the past several years[1]. Given the large market opportunity, the high predictability of future earnings and management’s proven track record of executing value accretive acquisitions, Constellation is well positioned to compound its intrinsic value at an above average rate of return for many years to come.

Industry Analysis/Competitive Analysis

Constellation’s clients are small to medium-sized enterprises that generally have less than 1000 employees. These vertical software markets are highly fragmented with many small competitors that lack the capital resources and long-term orientation necessary to provide their customers with an adequate suite of software solutions tailored to meet their specific needs; product development lead times in the VMS (vertical market software) space can last up to 7 years, creating a barrier to entry for potential new entrants.  Relative to the rest of the software industry, these are niche markets and almost every vertical market imaginable requires mission critical software in order to run their daily business operations.

Constellation’s strategy is to acquire the number 1 or 2 market leader in selected vertical markets for attractive prices and then to grow these acquired companies through organic initiatives and/or “tuck-in” acquisitions – whichever strategy yields a higher return on invested capital. These acquisitions usually come with management teams in place that are extremely knowledgeable about their specific vertical niche, and understand the specific needs of their clients well. With support from senior management in the form of capital and other resources, the ultimate goal is to strengthen these vertical businesses through scale and expansion into adjacent markets. Tuck-in acquisitions make a lot of sense in a very fragmented industry and the decentralized management structure of Constellation allows the VMS management teams with deep industry expertise to successfully pursue tuck-in acquisitions to grow their operating businesses at an accelerated pace with scale.

This industry structure is very favourable for Constellation’s strategy. Larger software vendors have a limited presence in vertical markets given the small size of these markets and the mismatch between their relatively expensive enterprise resource planning solutions versus the specific needs of customers in small vertical markets. And as mentioned above, smaller competitors are usually in a weak market position given the large initial investment outlays required for successful long-term penetration. Although Constellation possesses almost every quality imaginable that makes it a fantastic business, it can be summed up by three main points below.

  • High Switching Costs for Customer

One of the keys to Constellation Software’s competitive advantage is its focus on providing proprietary software solutions that are mission critical to its customers. Because of the nature of these products, customers have high switching costs yielding attractive economics to the vendor and result in a very stick relationship with the customer; the time, training and financial resources required to be spent on IT staff and departments in order to have them switch over to another software provider is considerable. Moreover, the mission critical nature of these software solutions exacerbates this opportunity cost since the specific software is needed for the smooth functioning of daily business operations and without this type of software in place, these businesses would simply not be able to conduct normal operations. New software packages introduced by competitors would likely not be cost effective for customers, unless they provided a substantial boost to the productivity or efficiency to the business that would offset the high opportunity cost by a large margin.  And given Constellation’s product policy of providing clients with free software upgrades for life and a strong commitment towards post-installation maintenance services, this is unlikely to happen. Arguably, public organizations are even less likely to consider competitor software replacements, given that they do not have to compete in the marketplace and thus are more lenient towards the higher overall costs of sticking with their current provider vs. possible costs savings from switching to another vendor; approximately 74% of Constellation’s 2011 EBITDA was from the public sector. Finally, the company also dominates the competition by being the market leader or #2 player in each vertical market, thus providing them with scale advantages for R&D and a broader product suite over smaller competitors. These factors make it extremely difficult for competitors to steal market share away from Constellation.

  • High predictability of future revenue streams

As mentioned, Constellation’s client base consists of thousands of small to mid-sized businesses, providing the company with a diversified stream of revenues through the large number of customers in more than 40 different markets; this also means that the bargaining power of customers is very low. Historically, customer retention has been extremely high with customer attrition rates of ~4% which is much better than the average software company and implies that the average customer stays with Constellation for 25 years. Ultimately, customers pick Constellation as their software vendor given the company’s deep understanding of their specific needs and a confidence in Constellation having the financial resources to strongly commit to support and maintenance services through offering a “software for life” policy; this is essentially a commitment in providing free software upgrades. As a result, maintenance contracts are typically renewed on an annual basis by customers, which provide Constellation with a high quality, recurring revenue stream. These maintenance and professional fees are a majority of Constellation’s revenue streams (~80%), and are very high-margin and stable in nature. Historically these revenue streams have also been a very stable proportion of Constellation’s revenues, and should remain that way in the future given the large demand for these services.

  • Untapped Pricing Power

Constellation has a very long runway for growth given the large market opportunity in many vertical markets that are currently underpenetrated by the company. In the North America alone there are over 500 viable “tuck-in” acquisition candidates in different verticals for the company to consider in order accelerate market share growth; there is also a similar opportunity in the rest of the world. Moreover, there is a large opportunity available to expand into new vertical markets where large platform acquisitions are possible.

Strong pricing power is possible based upon the points made above about the company having a very captive customer base and the high barriers to entry that exists for new entrants. In addition, Constellation’s software solutions are also a very small part of customers’ overall costs (~1% of customers’ revenues). Over the long-term, the company’s pricing power should remain intact given the necessity for their products and services, the weak bargaining power of customers and the low cost of these services relative to the customer’s overall cost structure.

Management Assessment

Constellation’s success has largely been derived from exceptional capital allocation decisions made by the senior management team; they have had a suburb record of growing the company by strategically consolidating niche vertical markets at a high rate of return. As mentioned, the company has many operating subsidiaries in different verticals, and operating managers in these subsidiaries recommend acquisitions or reinvestment opportunities to the senior management based upon a return on investment threshold. Within this capital allocation framework, capital is either returned to the main corporate holding company if there is a lack of attractive investment opportunities or is allocated to operating subsidiaries with attractive opportunities; this rigid framework ensures that capital is always allocated to the highest return on investment opportunities.[2]

Another aspect of Constellation’s success is its decentralized management structure which creates an optimal incentive system for managers in VMS operating subsidiaries to focus on value creation. A decentralized management structure allows the operating managers to focus on what they do best, and not have their performance constrained by overreaching bureaucracy. Many of these operating managers decide to retain their position heading their respective operating subsidiaries after being acquired by Constellation, thus preserving the deep industry knowledge and customer relationships critical to the success of the overall company.

In terms of compensation policy, the majority of performance-based bonuses are linked to ROIC and net revenue growth, and at the operating level, is based entirely on that operating subsidiary’s performance; this is a fair compensation scheme that does not reward or punish an operating manger’s performance based on the performance of another subsidiary. The management team is very disciplined in setting a minimum after-tax IRR as a hurdle rate for all new projects and major platform acquisitions to ensure that there are adequate returns on capital deployed. Management at all levels of the organization are compensated based on two main criteria: profitability and growth. Also there is a strict requirement to invest 75% of an officer’s after-tax incentive bonus into shares of the company which are held for a lock-up period for several years. In addition, a hurdle rate of 5% is used for a minimum rate of return or no performance bonus is paid out, which is usually absent in other corporate compensation schemes. Overall, employees and management are compensated to think like “owner-operators” and the executive management team and board of directors collectively own 42% of fully diluted shares outstanding as of the latest proxy, which is considerable and helps align their interests with shareholders.

The President Mark Lenard was a venture capitalist for 11 years giving him a solid background in capital allocation and experience in the operating side as well; this is rare to have in a President as many corporate executives lack the capital allocation skills in order to maximize shareholder value. Although there is little information available regarding his past track record as a venture capitalist, as illustrated below in the APPENDIX, he headed Constellation as the company continues to grow at an impressive rate with high returns on invested capital. He also writes candidly to shareholders about the economic realities of the business in his letters and does not promote the business aggressively to potential shareholders.
 * Note from the Present: In fact when I first emailed Mark asking for a meeting and my interest in investing in the company he told me that the current margin of safety in the shares wasn’t large enough * – Now how many CEO’s running public companies even know the 3 most important words in investing and speak this candidly to potentially interested investors????  Mark Leonard is one of the most impressive CEOs that I have gotten to know. Unfortunately Mark is a phenomenal value investor and I placed nearly 100% of my trust and analysis on his advice to not invest at the time. Perhaps he was like me and being overly conservative on the intrinsic value of the business, but he certainly knows more about the business than I do, so of course I listened to him. *

The company recently put itself up for strategic review in March 2011 and in light of the situation, management looked after minority shareholder’s interests. At the time, shares were trading for less than$70 and several minority shareholders voiced out their concerns about selling the company at an undervalued price level. It is interesting to note that the PE firms Birch Hill Equity Partners and OMERS Private Equity in aggregate controlled half of the board seats at that time, with similar ownership in the company’s stock. The likely reason for the strategic review came from pressure from the PE firms looking for a liquidity exit for their massive stake. Management could have easily succumbed to the pressure of the larger PE stakeholders and sell the company at a clear discount to intrinsic value, but decided not to, demonstrating an interest in looking out for minority shareholders.


Given the high growth rate of the business, the key question becomes, is it sustainable for the next 5-10 years? I believe it is given management’s successful track record, the long-term stable cash flows of the business and the large market opportunity that remains ahead; albeit it will be at a slightly slower pace given the increased difficulties of sustaining the high growth rate as the company size increases. EBITDA margins should also be increasing based on scale and further synergies from acquisitions, although at a slower pace than before.

In addition, the business should be able to grow through the business cycle as 1) takeover targets are likely to sell at more attractive valuations during recessionary environments[3], and 2) VMS businesses and public organizations are not significantly impacted by lower business spending given the mission critical nature of the service and the stability of maintenance revenues.  Looking back to the period of the last great recession of 2008/2009, the business comfortably grew revenues and EBITDA at greater than 30% levels due to the large amount of growth attributed to acquisitions that helped offset the slight slowdown in private sector organic net revenue growth.

On an owner’s earnings multiple, Constellation currently trades at ~18x my estimate for 2013 owner earnings and ~11x my estimate for 2013 EBITDA which unfortunately doesn’t provide a large enough margin of safety at the current price level. I have a 1-year target intrinsic value range of $132.56-$150.69 based on a blended multiple valuation of 13x 2013 EBITDA and 20x 2013 Owner Earnings. I have also run a conservative DCF that results in an implied valuation of 13.33x 2013 EBITDA and 22x 2013 Owner’s Earnings. My estimate for 2013 EBITDA margins is 22.2%.

The company deserves to trade at a premium multiple to the broader market

Firstly, adjusting for amortization expenses make sense given the high likelihood that the economic value of the intangible assets of the business have actually been growing instead of declining over time; these intangible assets came purely from acquisitions made by the company. Since the company has been able to grow their maintenance revenues organically, even during the great recession, the value of these intangibles have likely increased rather than decreased. Economic goodwill should also be increasing over time as accounting goodwill is not representative of the economic realities of the business.

Secondly, the company’s true earnings power has also not been realized yet. Near term earnings and EBITDA margins are likely below normalized levels given the amount of time it takes for synergies to have a sizable effect on business performance. For example, margins are likely to improve from the PTS acquisition done in 2009; right now, PTS is at a 19% EBITDA margin; Company-wide EBITDA margins have been expanding over the past several years from 14.2% in 2005 to nearly 22% as of 2011.

Thirdly, the company can grow its revenues organically with little to no incremental capital and with extremely high returns on net unlevered tangible assets deployed. VMS businesses such as Constellation tend to operate with negative working capital as a result of the collection of maintenance payments and other revenues in advance of the performance of these services.

Lastly, I believe my valuation is slightly conservative despite using premium multiples. I’ve assigned a normalized tax rate of 35% despite the fact that around 20% of the business is outside North America and subject to lower tax rates; also there should be continued tax deductions from goodwill created by future acquisitions. I have also used positive working capital assumptions for the business to maintain itself into the future, taking into account a trend towards higher hardware based sales.

In summary, I recommend purchasing shares near $100[4]. At that price you can obtain an extremely high IRR business at 65 cents on the dollar with intrinsic value growing comfortably between 12-15% longer-term. You would also be buying into a company with great economics, probably one of the best capital allocation teams in the country, ample growth opportunities well into the future, and at a nice discount to intrinsic value which is growing at double digits year after year. Under these circumstances, it is very difficult to envision a scenario that would lead to a permanent impairment of capital.

Why is the business undervalued?

-Complex structure such as a colgomorate with many small VMS businesses operating in 40 different verticals

-Still relatively underfollowed by large institutional investors and long-term potential overlooked by sell-side

-Long term growth potential still underappreciated by the market

-little float in shares traded


-Higher buyout valuations are necessary for larger platform acquisitions due to a more limited set of decent larger companies and more competition from PE and other firms; however, many VMS markets are still highly fragmented and there is still much more room for growth before considering larger buyout candidates; average consideration for a tuck-in acquisition is around a few million dollars at the moment

-As the company continues its high growth the corporate structure will grow increasingly complex for senior management to deal with as they have to keep track of the performance and investment opportunities for the many operating subsidiaries and also have to keep an eye out for potential platform acquisitions; Although they have been able to successfully execute this “many verticals” strategy from one vertical market to now over 40


csu record

[1] maintenance revenue growth is a reliable proxy for the growth of the company’s intrinsic value given that Constellation can grow its business with little to no incremental capital

[2] An example is that they acquired Public Transit Solutions (PTS) from Continental AG in 2009 for a mere $3MM in cash; Since the acquisition, PTS has contributed $33MM in operating cash flow.

[3] Although this was not exactly the case during the recent great recession, as many VMS businesses were quite resilient

[4] Implies valuation multiples of 8.88x 2013 EBITDA and 14.6x 2013 Owner Earnings


Obviously you can tell from my valuation work that I didn’t invest in the company at the time. WHAT A HUGE MISTAKE! 

Hindsight is always 20/20, and I always view investing through the lens of a “probabilistic world”, but I’m pretty certain looking back now that my valuation was overly conservative. If we do the math the 2-year IRR of this investment would have been ~87%. Even if we assume constellation is 50% overvalued today (highly unlikely and laughable), this was a terrible mistake of omission. In fact it might even be a great buy today.

The Lesson: simply be willing to pay up for exceptional businesses run by exceptional management – the Outsiders 

I think what happened here is that I underestimated the upside because I wasn’t willing to put that “premium” on the stock for an exceptional CEO and an exceptional business. The trick here is that, there simply aren’t that many “Outsider” CEOs in the first place, so when I did my typical analysis of this company, I did a bad job of assessing the long runway of this business and the future cash flows. This was probably a lapse in my judgement since I take the view that the vast majority of good to great businesses are typically richly priced and trade close to full value (a cheery consensus with not a lot of uncertainty), and I lumped Constellation into this “category”. As a value investor I try to not be overly optimistic in projecting business performance, as I believe it’s in human nature to be optimistic with projections. In short, I didn’t think hard enough about the margin of safety and realistic upside scenarios for this particular case. This is why valuation is much more of an art than science as there are always many moving parts to consider and not just simply slapping a multiple on a business without much thought. In fact the most important piece of valuing a company is understanding the nature of the business, not adjusting figures in the 20th tab in an excel model. There may be only a handful of these types of publicly-traded companies operating in the world today, so if you’re confident that an extremely high-quality business is going to compound intrinsic value at 35%+ for many years to come, don’t just slap on a 20x multiple like I did. I think 30x+ made much more sense. With this type of business run by a great capital allocator, I should have been much more confident about predicting the future cash flows of the business. Let’s just say the “tail risk” for the bull case was much more fat than anticipated. Enterprise software is also an extremely scalable business model. Constellation is a compounding machine, and I don’t think these past 2 years have changed this fact. Another thing, although probably a bit more minor, was taking into account the incremental value from recent acquisitions. Constellation is an extremely acquisitive company that closes small deals every few weeks (reminds me of Malone rolling up rural cable systems during the TCI days) so the GAAP reported numbers are always messy. But if you believe the management team are extremely savvy and disciplined in capital allocation (it’s all about the target return on capital), then you can be confident that these acquisitions will be extremely accretive. I certainly would rather own this business over Valeant, but that’s just me and my circle of competence.

Buffett has always said that his biggest mistakes were errors of omission rather than commission. I think this is a great example of myself making that mistake.

1) All content of this blog, including correspondence between the author and readers, represents only the authors’ personal opinions and is neither investment advice nor a recommendation to buy or sell a security. No information presented on this blog is designed to be timely and accurate and should be used only for informational purposes.

2) The authors are likely to transact on securities mentioned on this blog without notice to the reader. Disclosure of the authors’ holdings of any securities mentioned will be done on a best effort basis.

3) The reader agrees not to invest based on information presented on this blog and should conduct his or her own due diligence with respect to the securities mentioned before initiating a position.


  1. Hi,
    Thank you for bringing up this lesson. I am a US investor and I know US GAAP accounting says that if the company owns a 51% interest in another company, then it will consolidate all the revenue and expenses, and only in the net income line will it deduct the income from minority interest.
    Is that the same case in Canada? I checked this company’s reports but there is no such a line.
    If it is the same case in Canada and if CSU’s many subsidiarie are 51% owned instead of 100%, then the reported EBITDA is inflated and has to be adjusted.



  2. Richard i think CSU is cheaper. You missed the point they report in USD not CAD. This year they generated 300M FCF USD¡¡¡ if you translate it to CAD it is around 380M, in 2015 they are going to generate around 450M-500M CAD if USD/CAD stays at this level. It is only traded in CA , market cap is 9,3B C$, it is trading at 19x-20x FCF 2015…. if you think 30x is a fair multiple, it looks ok.


  3. Hi Richard. Are you still an investor in CSU? Curious if your views have changed on this one or not. Thanks.


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