Technology · Software
Constellation Software (CSU)
Constellation Software is the serial vertical-software acquirer: low organic growth, recurring revenue, and free cash flow after interest and leases.
Selborne Research · · Company Profile
Educational analysis. This profile is not investment advice or a recommendation to buy or sell any security, and it is not personalised.
Snapshot
- FY2025 Revenue
- $11.6B (+15.5%)
- Organic Growth
- 4% (FY2025)
- Maintenance & Recurring Share
- 74.9% (FY2025)
- Operating Cash Flow
- $2.7B (FY2025)
- FCF to shareholders
- $1.7B (FY2025)
- Capex / Revenue
- 0.6% (FY2025)
- Acquisitions (Consideration)
- $1.6B (FY2025)
- Stock Pay / Revenue
- nil (FY2025)
Business Overview
Constellation Software is a serial acquirer of vertical-market software. FY2025 revenue under IFRS (reported in US dollars) was $11.6B, up 15.5% from $10.1B; organic growth was 4% (3% after currency). Maintenance and other recurring revenue was 74.9% of the total ($8.7B). The company reports expenses by nature, so it does not publish a gross or operating margin in the peer-table sense.
Operating cash flow was $2.7B. Free cash flow available to shareholders (FCFA2S), the company's own measure, was $1.7B, defined as operating cash flow less interest, lease payments, the IRGA/TSS liability revaluation and capex. Capex was $68M, or 0.6% of revenue. Acquisitions totalled $1.6B of consideration ($258M + $1,321M). There is no share-based payment line in the statements and none for key management; executives must invest 75% of the after-tax bonus in shares held in escrow for an average of at least four years, with no stock options. The FY2025 MD&A does not publish ROIC, deal count or a retention rate.
How the Numbers Read
Most of the 15.5% revenue growth was bought. Organic growth of 4% is the run-rate of the existing portfolio; the gap to 15.5% is acquisition contribution. FCFA2S at $1.7B is tighter than operating cash flow of $2.7B because interest, leases and the IRGA/TSS revaluation sit between them. Capex is trivial (0.6%); the real reinvestment is the $1.6B of acquisition consideration.
Nil stock pay stands at the opposite end of the software set from Snowflake's 34.1%. Cash after stock pay and cash before it are the same here. Maintenance and other recurring at 74.9% is the installed-base cash that funds deals. The vertical acquirers guide covers why value turns on deployment rate times return on acquired capital.
How the Model Values This Kind of Company
For a serial vertical-software acquirer, organic growth is low by design. Value turns on how much free cash flow available to shareholders is deployed into acquisitions, and on the return earned on that acquired capital relative to the cost of capital.
Maintenance and other recurring revenue fund the deal pipeline; capex is trivial beside acquisition consideration. Stock pay is nil, so cash before and after equity compensation is the same. The DCF cash flow is after acquisition spend.
What to Watch in the Financials
Organic growth. 4% in FY2025 (3% after currency). This is the portfolio's underlying rate once acquisitions are stripped out.
Free cash flow available to shareholders versus operating cash flow. $1.7B against $2.7B. Interest, leases and the IRGA/TSS revaluation explain the gap; definition is in the MD&A.
Acquisition consideration. $1.6B in FY2025. The reinvestment rate is this spend relative to free cash flow available to shareholders, not capex.
Maintenance and other recurring share. 74.9%. A falling recurring share would weaken the cash that funds deals.
Key Risks
Acquisition dependence. With organic growth at 4%, sustaining mid-teens revenue growth requires a steady deal pipeline at acceptable prices.
Return on acquired capital not disclosed. Without a published ROIC or deal-level return, the hurdle has to be inferred from cash generation and management commentary rather than a filed ratio.
No retention metric. Durability of the maintenance base is not summarised in a single renewal or net-retention figure in the FY2025 MD&A.
IRGA/TSS liability revaluation. This item sits inside the free-cash-flow-to-shareholders bridge and can move the company's own free-cash measure without changing operating cash flow the same way.
A software DCF rolls recurring revenue forward from retention and new customers, charges stock pay as the cost it is, and ties terminal growth to what the customer base can deliver.
- 17 sections, from the recurring-revenue roll-forward and retention disclosure to stock pay, the Rule of 40, usage pricing, the licence-to-cloud transition and serial acquirers
- 42 pages
- a seat SaaS grower, a usage-priced platform, a licence-to-cloud platform and a vertical-software acquirer, all fictional
- 4 worked valuations
- listed software companies on filed margins, stock pay, free cash flow and backlog, each with its fiscal year
- 6-company screen
The Excel model is the primer's recurring-revenue DCF live across 13 sheets: a seat SaaS grower, a usage-priced platform, a licence-to-cloud platform and a vertical-software acquirer, all fictional, plus a column for a company of your own in any of the four business models. Revenue rolls forward from gross and net retention and new-customer revenue, fading to terminal levels that set perpetual growth. Margins move in a straight line to year 10, and stock pay is charged as a cost or counted through dilution. A licence base migrates to the cloud at a conversion ratio you set, and an acquirer's deals earn their own margin. A reverse DCF reads the growth a price requires, and the sensitivity grids re-run the model in every cell.
See what's in the Software Sector Primer →£25 PDF · £59 with the Excel model · £159 for all three Technology industries
Learn the Concepts
Understand the valuation frameworks and metrics used in this analysis.
Stock Pay as a Share of Revenue in Software
Stock-based compensation is a real operating cost under ASC 718. Across six filers it ranges from nil to over a third of revenue.
Vertical Software Acquirers: Return on Acquired Capital
Serial acquirers of mission-critical software grow by reinvesting cash. Value turns on reinvestment rate times return on acquired capital.
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- Net Revenue Retention: How Filers Define It
- Gross vs Net Revenue Retention
- Usage-Based Pricing and Net Retention
- Rule of 40: Which Margin Goes In
- Stock Pay as a Share of Revenue in Software
- Software FCF Before vs After Stock Pay
- RPO and cRPO in Software
- Current Share of RPO by Software Company
- Licence-to-Cloud Transitions and the Revenue Dip
- Reverse DCF for Software Stocks
- Vertical Software Acquirers: Return on Acquired Capital