Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Second Quarter Ended June 30, 2021
TORONTO, Aug. 04, 2021 (GLOBE NEWSWIRE) — Topicus.com Inc. (TSXV:TOI) in a joint release with Constellation Software Inc. (TSX:CSU) today announced financial results for Topicus.com Inc. (“Topicus” or the “Company”) for the second quarter ended June 30, 2021. Please note that all amounts referred to in this press release are in Euros unless otherwise stated.
The following press release should be read in conjunction with the Company’s Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2021 and the accompanying notes, our Management Discussion and Analysis for the three and six months ended June 30, 2021 and the Annual Consolidated Financial Statements of Constellation Software Netherlands Holding Cooperatief U.A. (the “Topicus Coop” or “CSNH”) for the year ended December 31, 2020, which we prepared in accordance with International Financial Reporting Standards (“IFRS”) and the Company’s annual Management’s Discussion and Analysis for the year ended December 31, 2020, which can be found on SEDAR at www.sedar.com and on Topicus.com Inc.’s website www.topicus.com. Additional information about Topicus.com Inc. is also available on SEDAR at www.sedar.com.
Q2 2021 Headlines:
- Revenue increased 54% (8% organic growth) to €178.2 million compared to €115.6 million in Q2 2020.
- A €154.6 million non-cash gain related to the decrease in fair value of redeemable preferred securities was incurred in the quarter. The fair value of the preferred securities was primarily dependent on the price movement of Topicus’ Subordinate Voting Shares.
- Net income increased to €168.8 million (€0.11 on a diluted per share basis) from €14.1 million (€0.12 on a diluted per share basis) in Q2 2020 primarily resulting from the €154.6 million redeemable preferred securities gain.
- A number of acquisitions were completed for aggregate cash consideration of €5.2 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €1.1 million resulting in total consideration of €6.4 million.
- Cash flows from operations (“CFO”) decreased €26.3 million to negative €34.6 million compared to negative €8.3 million in Q2 2020.
- Free cash flow available to shareholders1 (“FCFA2S”) decreased €17.0 million to negative €25.4 million compared to negative €8.5 million in Q2 2020.
- The holders of the Topicus Coop Preference Units (the “Preferred Securities”) elected to convert their Preferred Securities into Topicus Coop Ordinary Units, which conversion will become effective on February 1, 2022.
- Subsequent to June 30, 2021, the Company completed or entered into agreements to acquire a number of businesses for aggregate cash consideration of €49.6 million. Deferred payments associated with these acquisitions have an estimated value of €6.7 million resulting in total consideration of €56.3 million.
Total revenue for the quarter ended June 30, 2021 was €178.2 million, an increase of 54%, or €62.6 million, compared to €115.6 million for the comparable period in 2020. For the first six months of 2021 total revenues were €357.8 million, an increase of 52%, or €122.5 million, compared to €235.4 million for the comparable period in 2020. The increase for both the three and six month periods compared to the same periods in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 8% and 7% respectively.
Net income for the quarter ended June 30, 2021 was €168.8 million compared to net income of €14.1 million for the same period in 2020 primarily resulting from the €154.6 million redeemable preferred securities income, €163.6 million of which is non-cash related. On a per share basis, this translated into net income per basic share of €2.97 and diluted share of €0.11 in the quarter ended June 30, 2021 compared to net income per basic share of €0.24 and diluted share of €0.12 for the same period in 2020. Diluted shares outstanding increased from 129.3 million to 129.8 million for the quarter ended June 30, 2021. For the six months ended June 30, 2021, net loss was €2,267.4 million or a loss €40.54 per basic and diluted share compared to income of €31.6 million or €0.53 per basic share and €0.27 per diluted share for the same period in 2020.
For the quarter ended June 30, 2021, CFO were negative €34.6 million compared to negative €8.3 million for the same period in 2020. Many of the businesses invoice customers for annual software maintenance fees in Q1 each year resulting in a disproportionate amount of cash being received in the first quarter as compared to the remaining three quarters. For the six months ended June 30, 2021, CFO increased €13.1 million to €125.2 million compared to €112.1 million for the same period in 2020 representing an increase of 12%.
For the quarter ended June 30, 2021, FCFA2S was negative €25.4 million compared to negative €8.5 million for the same period in 2020. For the six months ended June 30, 2021, FCFA2S decreased €1.5 million to €66.8 million compared to €68.2 million for the same period in 2020 representing a decrease of 2%.
Forward Looking Statements
Certain statements herein may be “forward looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Topicus or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements. These forward looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Topicus assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.
Non-IFRS Measures
Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on other facilities, credit facility transaction costs, repayments of lease obligations, and property and equipment purchased, and includes interest and dividends received. The portion of this amount applicable to non-controlling interests is then deducted. Topicus believes that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if Topicus does not make any acquisitions, or investments, and does not repay any debts. While Topicus could use the FCFA2S to pay dividends or repurchase shares, Topicus’ objective is to invest all of our FCFA2S in acquisitions which meet Topicus’ hurdle rate.
FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.
The following table reconciles FCFA2S to net cash flows from operating activities:
Three months ended June 30, | Six months ended June 30, | |||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||
(€ in millions, except percentages) | (€ in millions, except percentages) | |||||||||||||
Net cash flows from operating activities | (34.6 | ) | (8.3 | ) | 125.2 | 112.1 | ||||||||
Adjusted for: | ||||||||||||||
Interest paid on lease obligations | (0.4 | ) | (0.2 | ) | (0.6 | ) | (0.4 | ) | ||||||
Interest paid on other facilities | (1.0 | ) | (0.4 | ) | (2.5 | ) | (1.8 | ) | ||||||
Credit facility transaction costs | (0.2 | ) | – | (2.4 | ) | – | ||||||||
Payments of lease obligations | (4.2 | ) | (3.1 | ) | (8.5 | ) | (6.3 | ) | ||||||
Property and equipment purchased | (1.2 | ) | (0.6 | ) | (1.9 | ) | (1.3 | ) | ||||||
(41.5 | ) | (12.7 | ) | 109.2 | 102.3 | |||||||||
Less amount attributable to | ||||||||||||||
Non-controlling interests | 16.1 | 4.2 | (42.4 | ) | (34.0 | ) | ||||||||
Free cash flow available to shareholders | (25.4 | ) | (8.5 | ) | 66.8 | 68.2 | ||||||||
Due to rounding, certain totals may not foot. |
About Topicus.com Inc.
Topicus’ subordinate voting shares are listed on the Toronto Venture Stock Exchange under the symbol “TOI”. Topicus acquires, manages and builds vertical market software businesses.
About Constellation Software Inc.
Constellation’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Constellation acquires, manages and builds vertical market software businesses.
For further information:
Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@topicus.com
www.topicus.com
SOURCE: TOPICUS.COM INC.
Topicus.com Inc. | |||||||
Condensed Consolidated Interim Statements of Financial Position | |||||||
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | |||||||
Unaudited | |||||||
June 30, 2021 | December 31, 2020 | June 30, 2020 | |||||
Assets | |||||||
Current assets: | |||||||
Cash | 65,218 | 55,635 | 55,385 | ||||
Accounts receivable | 58,595 | 46,644 | 41,326 | ||||
Unbilled revenue | 25,091 | 12,609 | 13,160 | ||||
Inventories | 583 | 375 | 370 | ||||
Other assets | 26,299 | 14,461 | 22,045 | ||||
175,786 | 129,724 | 132,287 | |||||
Non-current assets: | |||||||
Property and equipment | 15,532 | 8,782 | 7,910 | ||||
Right of use assets | 56,021 | 50,517 | 44,946 | ||||
Deferred income taxes | 4,831 | 1,946 | 800 | ||||
Other assets | 4,875 | 3,956 | 4,094 | ||||
Intangible assets | 688,088 | 446,213 | 399,062 | ||||
769,348 | 511,415 | 456,812 | |||||
Total assets | 945,134 | 641,139 | 589,100 | ||||
Liabilities and Shareholders’ Equity | |||||||
Current liabilities: | |||||||
Revolving credit facility and current portion of term loans | 30,018 | 19,482 | – | ||||
Redeemable preferred securities | 66,614 | – | – | ||||
Accounts payable and accrued liabilities | 97,597 | 97,386 | 72,202 | ||||
Deferred revenue | 148,208 | 59,721 | 119,758 | ||||
Provisions | 1,867 | 1,222 | 1,608 | ||||
Acquisition holdback payables | 4,924 | 12,601 | 5,624 | ||||
Lease obligations | 15,863 | 13,953 | 12,567 | ||||
Income taxes payable | 10,333 | 12,576 | 5,143 | ||||
375,424 | 216,941 | 216,901 | |||||
Non-current liabilities: | |||||||
Term loans | 96,359 | 32,572 | 32,425 | ||||
Deferred income taxes | 128,150 | 79,958 | 69,038 | ||||
Acquisition holdback payables | 360 | 608 | – | ||||
Lease obligations | 40,859 | 37,154 | 31,638 | ||||
Other liabilities | 10,476 | 9,225 | 5,449 | ||||
276,204 | 159,518 | 138,549 | |||||
Total liabilities | 651,628 | 376,459 | 355,450 | ||||
Shareholders’ Equity: | |||||||
Preferred shares | 2,047,473 | – | – | ||||
Capital stock | 39,412 | 39,412 | 39,412 | ||||
Other equity | (999,460 | ) | – | – | |||
Accumulated other comprehensive income (loss) | (501 | ) | (1,409 | ) | (681 | ) | |
Retained earnings (deficit) | (1,801,383 | ) | 138,572 | 117,142 | |||
Non-controlling interests | 1,007,964 | 88,106 | 77,776 | ||||
293,505 | 264,680 | 233,650 | |||||
Total liabilities and shareholders’ equity | 945,134 | 641,139 | 589,100 |
Topicus.com Inc. | |||||||||
Condensed Consolidated Interim Statements of Income (Loss) | |||||||||
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | |||||||||
Three and six months ended June 30, 2021 and 2020 | |||||||||
Unaudited | |||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||
2021 | 2020 | 2021 | 2020 | ||||||
Revenue | |||||||||
License | 6,209 | 2,536 | 11,139 | 5,733 | |||||
Professional services | 47,616 | 27,695 | 96,205 | 55,965 | |||||
Hardware and other | 1,498 | 1,146 | 2,843 | 2,408 | |||||
Maintenance and other recurring | 122,915 | 84,229 | 247,648 | 171,269 | |||||
178,238 | 115,607 | 357,834 | 235,375 | ||||||
Expenses | |||||||||
Staff | 96,727 | 62,191 | 195,544 | 123,155 | |||||
Hardware | 658 | 480 | 1,292 | 1,229 | |||||
Third party license, maintenance and professional services | 20,068 | 10,790 | 35,789 | 21,384 | |||||
Occupancy | 1,442 | 905 | 2,815 | 1,768 | |||||
Travel, telecommunications, supplies, software and equipment | 4,741 | 3,138 | 8,953 | 6,936 | |||||
Professional fees | 2,447 | 1,827 | 4,967 | 3,764 | |||||
Other, net | 2,222 | 1,031 | 3,644 | 2,494 | |||||
Depreciation | 5,800 | 4,175 | 12,031 | 8,385 | |||||
Amortization of intangible assets | 20,617 | 12,323 | 41,028 | 24,095 | |||||
154,722 | 96,860 | 306,063 | 193,209 | ||||||
Redeemable preferred securities expense (income) | (154,611 | ) | – | 2,302,185 | – | ||||
Impairment of intangible and other non-financial assets | 1,600 | – | 1,600 | – | |||||
Finance and other expenses (income) | 2,890 | 1,337 | 5,908 | 3,291 | |||||
(150,121 | ) | 1,337 | 2,309,693 | 3,291 | |||||
Income (loss) before income taxes | 173,637 | 17,410 | (2,257,922 | ) | 38,876 | ||||
Current income tax expense (recovery) | 8,549 | 6,600 | 18,913 | 13,266 | |||||
Deferred income tax expense (recovery) | (3,693 | ) | (3,261 | ) | (9,481 | ) | (5,951 | ) | |
Income tax expense (recovery) | 4,856 | 3,340 | 9,431 | 7,315 | |||||
Net income (loss) | 168,781 | 14,071 | (2,267,353 | ) | 31,561 | ||||
Net income (loss) attributable to: | |||||||||
Equity holders of Topicus | 161,601 | 9,387 | (1,903,522 | ) | 21,055 | ||||
Non-controlling interests | 7,180 | 4,684 | (363,831 | ) | 10,506 | ||||
Net income (loss) | 168,781 | 14,071 | (2,267,353 | ) | 31,561 | ||||
Weighted average shares | |||||||||
Basic shares outstanding | 54,421,997 | 39,412,386 | 46,958,654 | 39,412,386 | |||||
Diluted shares outstanding | 129,841,819 | 118,156,055 | 129,519,008 | 118,156,055 | |||||
Earnings (loss) per common share of Topicus | |||||||||
Basic | 2.97 | 0.24 | (40.54 | ) | 0.53 | ||||
Diluted | 0.11 | 0.12 | (40.54 | ) | 0.27 | ||||
Topicus.com Inc. | ||||||
Condensed Consolidated Interim Statements of Comprehensive Income (Loss) | ||||||
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | ||||||
Three and six months ended June 30, 2021 and 2020 | ||||||
Unaudited | ||||||
Three months ended June 30, | Six months ended June 30, | |||||
2021 | 2020 | 2021 | 2020 | |||
Net income (loss) | 168,781 | 14,071 | (2,267,353 | ) | 31,561 | |
Items that are or may be reclassified subsequently to net income (loss): | ||||||
Foreign currency translation differences from foreign operations and other | 647 | 133 | 1,254 | (306 | ) | |
Other comprehensive (loss) income for the period, net of income tax | 647 | 133 | 1,254 | (306 | ) | |
Total comprehensive income (loss) for the period | 169,428 | 14,204 | (2,266,100 | ) | 31,255 | |
Total other comprehensive income (loss) attributable to: | ||||||
Equity holders of Topicus | 397 | 89 | 810 | (204 | ) | |
Non-controlling interests | 250 | 44 | 444 | (102 | ) | |
Total other comprehensive income (loss) | 647 | 133 | 1,254 | (306 | ) | |
Total comprehensive income (loss) attributable to: | ||||||
Equity holders of Topicus | 161,999 | 9,475 | (1,902,712 | ) | 20,851 | |
Non-controlling interests | 7,430 | 4,728 | (363,388 | ) | 10,404 | |
Total comprehensive income (loss) | 169,428 | 14,204 | (2,266,100 | ) | 31,255 |
Topicus.com Inc. | |||||||||||||||
Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity | |||||||||||||||
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | |||||||||||||||
Unaudited | |||||||||||||||
Six months ended June 30, 2021 | |||||||||||||||
Attributable to equity holders of Topicus | |||||||||||||||
Preferred Shares | Capital Stock | Other equity | Accumulated other comprehensive (loss) income | Retained earnings (Deficit) | Total | Non-controlling interests | Total equity | ||||||||
Balance at January 1, 2021 | – | 39,412 | – | (1,409 | ) | 138,572 | 176,575 | 88,106 | 264,680 | ||||||
Total comprehensive income (loss) for the period: | – | ||||||||||||||
Net income (loss) | – | – | – | – | (1,903,522 | ) | (1,903,522 | ) | (363,831 | ) | (2,267,353 | ) | |||
Other comprehensive income (loss) | |||||||||||||||
Foreign currency translation differences from | |||||||||||||||
foreign operations and other | – | – | – | 810 | – | 810 | 444 | 1,254 | |||||||
Total other comprehensive income (loss) | |||||||||||||||
for the period | – | – | – | 810 | – | 810 | 444 | 1,254 | |||||||
Total comprehensive income (loss) for the period | – | – | – | 810 | (1,903,522 | ) | (1,902,712 | ) | (363,388 | ) | (2,266,100 | ) | |||
Transactions with owners, recorded directly in equity | |||||||||||||||
Issuance of Topicus Coop Ordinary Units to non-controlling interests | – | – | 9,770 | 127 | – | 9,896 | (9,896 | ) | – | ||||||
Net acquisition of non-controlling interest associated with acquisitions and other movements | – | – | – | (29 | ) | (8 | ) | (37 | ) | 2,602 | 2,566 | ||||
Issuance of Redeemable preferred securities | – | – | (1,001,469 | ) | – | – | (1,001,469 | ) | (124,797 | ) | (1,126,267 | ) | |||
Dividends to common shareholders of the Company | – | – | – | – | (36,425 | ) | (36,425 | ) | (18,175 | ) | (54,600 | ) | |||
Reclassification of Redeemable preferred securities of Topicus from liabilities to preferred shares | 2,073,205 | – | – | – | – | 2,073,205 | – | 2,073,205 | |||||||
Reclassification of Redeemable preferred securities of Topicus Coop from liabilities to non-controlling interest | – | – | – | – | – | – | 1,442,910 | 1,442,910 | |||||||
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus | – | – | (7,760 | ) | – | – | (7,760 | ) | 7,760 | – | |||||
Accrued dividends to preferred shareholders of Topicus recorded subsequent to the Notification of Conversion | (25,731 | ) | – | – | – | – | (25,731 | ) | – | (25,731 | ) | ||||
Accrued dividends to preference unit holders of Topicus Coop recorded subsequent to the Notification of Conversion | – | – | – | – | – | – | (17,157 | ) | (17,157 | ) | |||||
Balance at June 30, 2021 | 2,047,473 | 39,412 | (999,460 | ) | (501 | ) | (1,801,383 | ) | (714,459 | ) | 1,007,964 | 293,505 |
Topicus.com Inc. | ||||||||||||
Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity | ||||||||||||
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | ||||||||||||
Unaudited | ||||||||||||
Six months ended June 30, 2020 | ||||||||||||
Attributable to equity holders of Topicus | ||||||||||||
Preferred Shares | Capital Stock | Other equity | Accumulated other comprehensive (loss) income | Retained earnings (deficit) | Total | Non-controlling interests | Total equity | |||||
Balance at January 1, 2020 | – | 39,412 | – | (477 | ) | 96,087 | 135,022 | 67,372 | 202,395 | |||
Total comprehensive income (loss) for the period: | ||||||||||||
Net income (loss) | – | – | – | – | 21,055 | 21,055 | 10,506 | 31,561 | ||||
Other comprehensive income (loss) | ||||||||||||
Foreign currency translation differences from | ||||||||||||
foreign operations and other | – | – | – | (204 | ) | – | (204 | ) | (102 | ) | (306 | ) |
Total other comprehensive income (loss) for the period | – | – | – | (204 | ) | – | (204 | ) | (102 | ) | (306 | ) |
Total comprehensive income (loss) for the period | – | – | – | (204 | ) | 21,055 | 20,851 | 10,404 | 31,255 | |||
Balance at June 30, 2020 | – | 39,412 | – | (681 | ) | 117,142 | 155,873 | 77,776 | 233,650 |
Topicus.com Inc. | ||||||||||
Condensed Consolidated Interim Statements of Cash Flows | ||||||||||
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | ||||||||||
Three and six months ended June 30, 2021 and 2020 | ||||||||||
Unaudited | ||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||
2021 | 2020 | 2021 | 2020 | |||||||
Cash flows from (used in) operating activities: | ||||||||||
Net income (loss) | 168,781 | 14,071 | (2,267,353 | ) | 31,561 | |||||
Adjustments for: | ||||||||||
Depreciation | 5,800 | 4,175 | 12,031 | 8,385 | ||||||
Amortization of intangible assets | 20,617 | 12,323 | 41,028 | 24,095 | ||||||
Redeemable preferred securities expense (income) | (154,611 | ) | – | 2,302,185 | – | |||||
Impairment of intangible and other non-financial assets | 1,600 | – | 1,600 | – | ||||||
Finance and other expenses (income) | 2,890 | 1,337 | 5,908 | 3,291 | ||||||
Income tax expense (recovery) | 4,856 | 3,340 | 9,431 | 7,315 | ||||||
Change in non-cash operating assets and liabilities | ||||||||||
exclusive of effects of business combinations | (71,468 | ) | (42,575 | ) | 41,446 | 54,895 | ||||
Income taxes (paid) received | (13,102 | ) | (995 | ) | (21,110 | ) | (17,475 | ) | ||
Net cash flows from (used in) operating activities | (34,637 | ) | (8,326 | ) | 125,167 | 112,067 | ||||
Cash flows from (used in) financing activities: | ||||||||||
Interest paid on lease obligations | (395 | ) | (217 | ) | (599 | ) | (430 | ) | ||
Interest paid on other facilities | (993 | ) | (405 | ) | (2,542 | ) | (1,823 | ) | ||
Increase (decrease) in Revolving Credit Facility | 4,968 | – | 10,000 | (50,000 | ) | |||||
Proceeds from issuance of term loans | 64 | – | 65,907 | – | ||||||
Credit facility transaction costs | (151 | ) | – | (2,397 | ) | – | ||||
Payments of lease obligations | (4,186 | ) | (3,095 | ) | (8,508 | ) | (6,251 | ) | ||
Repayment of unitholder loans | – | (647 | ) | – | (647 | ) | ||||
Dividends paid | – | – | (54,600 | ) | – | |||||
Net cash flows from (used in) in financing activities | (693 | ) | (4,364 | ) | 7,261 | (59,151 | ) | |||
Cash flows from (used in) investing activities: | ||||||||||
Acquisition of businesses | (5,090 | ) | (19,569 | ) | (151,738 | ) | (26,627 | ) | ||
Cash obtained with acquired businesses | (722 | ) | 5,014 | 14,246 | 6,732 | |||||
Post-acquisition settlement payments, net of receipts | (6,339 | ) | (3,713 | ) | (11,008 | ) | (4,863 | ) | ||
Receipt of additional subscription amount from the sellers of Topicus.com B.V. | 27,589 | – | 27,589 | – | ||||||
Interest, dividends and other proceeds received | – | 392 | – | 492 | ||||||
Property and equipment purchased | (1,167 | ) | (640 | ) | (1,933 | ) | (1,300 | ) | ||
Net cash flows from (used in) investing activities | 14,270 | (18,516 | ) | (122,844 | ) | (25,566 | ) | |||
Effect of foreign currency on | ||||||||||
cash and cash equivalents | 0 | (0 | ) | 0 | (0 | ) | ||||
Increase (decrease) in cash | (21,059 | ) | (31,206 | ) | 9,584 | 27,350 | ||||
Cash, beginning of period | 86,278 | 86,592 | 55,635 | 28,036 | ||||||
Cash, end of period | 65,218 | 55,385 | 65,218 | 55,385 |