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CSU - Constellation Software


Liberty

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Additionally, aren't they are going out in the market anyway to purchase stock  in the open market for the employee comp program? so arguably, by their own logic, they could still appear to use "insider information" to compensate employees to the detriment of other shareholders.

 

My understanding is that it's the employees themselves that are buying and not the company, but I could be mistaken about that. They probably have a certain time window (buy within X months, must hold for Y years..?), but I don't know the details of the plan.

 

so a quick search on the website clarifies this.  This is from a 2011 annoucement.

 

Toronto, Ontario, March 25, 2011 – Constellation Software Inc. (“Constellation” or the “Company”) (TSX: CSU) today announced that it has paid employee bonuses and director compensation in respect of the 2010 fiscal year and will commence purchasing shares on behalf of the employees and independent directors as stipulated in its various compensation plans.

 

Consistent with previous years, and as outlined in the Company’s Annual Information Form dated March 25, 2011, Constellation requires certain of its employees and directors to reinvest portions of their annual compensation in common shares of the Company. For fiscal 2010, the total bonus paid to all employees was approximately US$51 million. The reinvestment obligations pursuant to the bonus plan, along with the payment of director’s fees, will require the purchase of approximately US$13 million worth of Constellation shares in the open market. No shares of the Company will be issued from treasury with respect to the above noted compensation plans.

 

All purchases will be made through an independent third party purchasing agent. It is anticipated that the share purchases will be made over the course of several months. The purchasing agent will execute the trades in accordance with certain pre-established rules, which are intended to limit the impact on the Company’s share price. Constellation’s Annual Information Form is available at www.sedar.com

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Any thoughts on Vista's rising size and public profile?  (See for example today's long WSJ profile). 

Is their success purely negative for CSU?  Or are there any silver linings - apart from a valuation fillip?

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Any thoughts on Vista's rising size and public profile?  (See for example today's long WSJ profile). 

Is their success purely negative for CSU?  Or are there any silver linings - apart from a valuation fillip?

 

Seems like it's a negative, but mostly because of increased competition for larger VMSes. I don't think Vista is buying lots of $1-5m businesses the way CSI is.

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Hey Guys,

 

Been a lurker on here for quite a while. Anyway I did a short presentation on Outsiders/ML/Constellation. Check it out. Not sure if I'm adding much to the debate. I might be slightly more tepid on how I see equity holders doing over the next decade though. All feedback, counterarguments (esp. on why Constellation might do better than I am estimating) welcome. Attached PDF and see link https://securityinsecurities.com/2018/07/11/constellation-software/

CSU_Presentation.pdf

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I was not aware of the requirement for employees making more than a certain threshold to buy stock. It has been great for employees so far.

 

One could estimate how many shares are required to be purchased a year and held for 5 years, right?

 

Edit: and the magnitude of shares could be insignificant...

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cheap versus TYL

 

Thanks.

 

Wow.  That’s it?  Seems like faulty logic.

 

Seems a bit simplistic, yeah. They play in some of the same verticals, but the operational model and future value drivers are pretty different.

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@Liberty , Thanks, good meeting you too. Really sharp group of shareholders from the board and twitter.

 

@chrispy , Not sure how one would go about doing that without access to information on the total number of employees in that share purchase requirement bucket, their bonuses, etc. Anyway the insider ownership filing is pretty extensive and you can probably get about 80% of the way there. See attached

CSU_Insider_Ownership.pdf

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  • 2 weeks later...

The more i read about CSU or Mark L, the more i like the business. But i am not used to value software/high growth companies like CSU, so the price seems to be a bit high to me.

 

Any comments about the valuation right now? and what yard sticks/framework you usually apply in valuing this type of businesses?

 

 

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Seems like a slower quarter

 

RBC reduced price target to $ 1150...

 

Yeah, after Q1's monster M&A, it's normal to see a hit to margins like this. It takes them a bit of time to bring the margins up. Still deployed a decent amount if you keep it in historical context and don't just compare to Q1. Usually when cashflows have lagged like this they caught up later, so I'm not too worried there, prob just timing. There's also so noise from FX, with almost 9m hit to ANI.

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Still deployed a decent amount if you keep it in historical context and don't just compare to Q1.

 

Do you mean for Q2, or H1?  Because I see this as the lowest quarter for acquisitions since Q3 '16.  I am not too sensitive to one quarter given M&A lumpiness, especially given abnormal Q1 18, but just want to verify my quarterly data matches yours.  Thanks.

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Do you mean for Q2, or H1?  Because I see this as the lowest quarter for acquisitions since Q3 '16.  I am not too sensitive to one quarter given M&A lumpiness, especially given abnormal Q1 18, but just want to verify my quarterly data matches yours.  Thanks.

 

That sounds right. I was looking over the past handful of years and to me this seemed like a decent amount.  It's about the average run-rate of 2016. So if a slow Q now was an average Q two years ago, we're moving in the right direction. As you mention, M&A is inherently lumpy. I'm sure the market would've preferred them to have deployed 175m in Q1 and 175 in Q2, but that's not how the world works.

 

Some day we'll likely wake up to them having bought something even bigger than Acceo and TSS, but who knows when?

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Twitter thread explaining what I was talking about on margin hit after a big M&A spike (like we saw in Q1):

 

 

1) My interpretation on the weaker than expected Q2 margins from $CSU. Staff costs make up approximately 66% of CSU’s operating costs. Staff costs on an annual basis have been around 50% of revenues for the last three years with unbelievable consistency.

2) Note that Q1 staff costs/revenues are typically a little higher (53%-54%) as year end bonuses are awarded while the other three quarters are typically around 49%.

3) However, yesterday the company reported staff costs that were 52% of revenues. Keep in mind that 1% of revenues equates to about $8m so this is material for a company with quarterly EBITDA of approximately $180m. Why did staff costs move upward?

4) The answer to this can be found by looking back at $CSU’s history. The last time this happened was in 2014, the year after Total Specific Solutions (TSS) was acquired. TSS was the largest acquisition made in $CSU history followed closely by ACCEO made earlier this year.

5) On the 2014 Q2 conference call $CSU CEO, Mark Leonard revealed that TSS had a much larger component of professional services but he hoped higher margin recurring revenues would grow over time. He also mentioned the ongoing restructuring that was occurring at TSS.

6) Over time clients were rationalized, severance costs stopped, back-end functions were consolidated and maintenance and recurring revenue sources grew leading to the stable operating margins that has been a defining factor of $CSU over the last four years.

7) With this in mind, I expect that margins will temporarily be weaker at $CSU while the integration of ACCEO continues. When companies deploy above average amounts of capital it is to be expected that margins will slip as companies work through rationalizing costs.

8 ) Even Mark Leonard, the Oracle of Ontario, can’t escape the reality of temporary additional expenses and lower margins due to a surge in capital deployment from a large acquisition.

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New acquisition at Volaris:

 

https://globenewswire.com/news-release/2018/08/02/1546461/0/en/Volaris-Group-Expands-Position-in-Communications-Media-Vertical-with-Acquisition-of-Aleyant.html

 

Volaris Group (“Volaris”) today announced that it has completed its eighth acquisition in the Communications and Media vertical with the acquisition of Aleyant Systems, LLC (“Aleyant”), a global web-to-print, estimation and production, and prepress automation workflow software provider to graphics and commercial print professionals.

 

h/t @behrak on Twitter

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The company has released a new Q&A from shareholders:

 

http://www.csisoftware.com/wp-content/uploads/2018/08/QA-August-2018-Final.pdf

 

On recently lower margins:

 

As mentioned in the MD&A the margin decline is primarily the result of lower margins on recently acquired businesses. If these businesses improve over time as expected, and we do not add a proportionate volume of low margin acquisitions, then overall margins of Constellation could move closer to historical levels.

Keep in mind that we are also investing a lot more in M&A, so there could be an increase in our G&A expense as a percentage of revenue.

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It was quite the run up before this ~20% pullback.  Is anyone adding at these levels or has it just come back down to reality?

 

Leonard's comments were very much inline with the twitter thread Liberty posted.  The temporary (potentially) decrease in margins is due to the acquisition and will benefit the company in the long run.

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