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Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Third Quarter Ended September 30, 2025

TORONTO, Nov. 04, 2025 (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 third quarter ended September 30, 2025. 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 nine months ended September 30, 2025 and the accompanying notes, our Management’s Discussion and Analysis for the three and nine months ended September 30, 2025 and the Annual Consolidated Financial Statements of Topicus.com Inc. for the year ended December 31, 2024, 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, 2024, which can be found on SEDAR+ at www.sedarplus.com and on Topicus.com Inc.’s website www.topicus.com. Additional information about Topicus.com Inc. is also available on SEDAR+ at www.sedarplus.com.

Q3 2025 Headlines:

  • Revenue increased 24% (3% organic growth) to €387.9 million compared to €312.2 million in Q3 2024.  
  • Net loss was €120.9 million (€0.94 on a diluted per share basis) compared to net income of €38.0 million in Q3 2024 (€0.28 on a diluted per share basis). The net loss for the period is primarily the result of a €221.7 million expense associated with electing to record the Q1 2025 investment in Asseco at cost as a result of the application of the equity method of accounting.  This expense offsets gains recorded through net income and other comprehensive income during Q1 2025, Q2 2025, and Q3 2025.  During the period, the Company also recorded income of €60.7 million associated with mark to market adjustments on derivatives related to the Company’s binding agreement to acquire a further interest in Asseco.
  • Acquisitions were completed for aggregate cash consideration of €11.4 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €7.8 million resulting in total consideration of €19.2 million.
  • Cash flows from operations (“CFO”) increased €16.7 million to €48.4 million compared to €31.7 million in Q3 2024.
  • Free cash flow available to shareholders1 (“FCFA2S”) increased €11.9 million to €22.3 million compared to €10.4 million in Q3 2024.

Total revenue for the quarter ended September 30, 2025 was €387.9 million, an increase of 24%, or €75.7 million, compared to €312.2 million for the comparable period in 2024. For the first nine months of 2025 total revenues were €1,115.5 million, an increase of 20%, or €185.5 million, compared to €930.0 million for the comparable period in 2024. The increase for both the three and nine-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 3% and 4% respectively. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

Net loss for the quarter ended September 30, 2025 was €120.9 million compared to net income of €38.0 million for the same period in 2024.  On a per share basis, this translated into net loss per basic and diluted share of €0.94 in the quarter ended September 30, 2025 compared to net income per basic and diluted share of €0.28 for the same period in 2024. The net loss for the period is primarily the result of a €221.7 million expense associated with electing to record the Q1 2025 investment in Asseco at cost as a result of the application of the equity method of accounting. This expense offsets gains recorded through net income and other comprehensive income during Q1 2025, Q2 2025, and Q3 2025. During the period, the Company also recorded income of €60.7 million associated with mark to market adjustments on derivatives related to the Company’s binding agreement to acquire a further interest in Asseco.  For the nine months ended September 30, 2025 net loss was €9.3 million compared to net income of €93.3 million for the same period in 2024.  On a per share basis, this translated into net loss per basic and diluted share of €0.09 in the nine months ended September 30, 2025 compared to net income per basic and diluted share of €0.71 for the same period in 2024.   

For the quarter ended September 30, 2025, CFO increased €16.7 million to €48.4 million compared to €31.7 million for the same period in 2024 representing an increase of 53%. 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 nine months ended September 30, 2025, CFO increased €36.9 million to €304.9 million compared to €268.0 million for the same period in 2024 representing an increase of 14%.  

For the quarter ended September 30, 2025, FCFA2S increased €11.9 million to €22.3 million compared to €10.4 million for the same period in 2024 representing an increase of 114%. For the nine months ended September 30, 2025, FCFA2S increased €26.7 million to €167.5 million compared to €140.7 million for the same period in 2024 representing an increase of 19%.     

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, and the proceeds from sale of interest rate caps. 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
September 30,
   Nine months ended
September 30,
 
   20252024   20252024 
  (€ in millions) (€ in millions)
               
Net cash flows from operating activities  48.4 31.7    304.9 268.0  
Adjusted for:              
Interest paid on lease obligations  (0.8)(0.5)   (2.2)(1.5) 
Interest paid on other facilities  (2.9)(5.6)   (11.9)(15.4) 
Credit facility transaction costs  (0.2)(0.7)   (3.5)(1.0) 
Payments of lease obligations  (7.8)(6.1)   (21.8)(18.1) 
Property and equipment purchased  (1.7)(2.0)   (8.3)(6.4) 
Interest and dividends received  (0.4)    8.2   
               
   34.7 16.9    265.4 225.7  
Less amount attributable to non-controlling interests  (12.4)(6.5)   (98.0)(85.0) 
               
Free cash flow available to shareholders  22.3 10.4    167.5 140.7  
               
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      
  September 30, 2025December 31, 2024September 30, 2024
        
Assets      
        
Current assets:      
 Cash276,061 206,157 234,603 
 Restricted cash248,473 2,128 7,697 
 Accounts receivable135,892 142,791 107,575 
 Unbilled revenue60,002 45,415 46,394 
 Inventories8,381 4,930 5,262 
 Derivatives101,686   
 Other assets73,295 52,979 56,133 
  903,790 454,400 457,663 
        
Non-current assets:      
 Property and equipment26,918 23,245 20,730 
 Right of use assets93,954 75,666 67,189 
 Deferred income taxes24,917 19,905 20,468 
 Investments accounted for using the equity method195,533 2,549 2,633 
 Other assets9,583 9,433 10,309 
 Intangible assets1,172,236 950,670 927,295 
  1,523,140 1,081,470 1,048,624 
        
Total assets2,426,930 1,535,870 1,506,286 
        
Liabilities and Shareholders’ Equity      
        
Current liabilities:      
 Topicus Revolving Credit Facility and current portion of Term and other loans403,598 225,718 295,855 
 Accounts payable and accrued liabilities306,940 250,361 184,555 
 Deferred revenue239,324 166,593 202,880 
 Provisions2,015 2,582 1,578 
 Acquisition holdback payables18,604 13,073 14,315 
 Lease obligations29,382 23,629 21,544 
 Income taxes payable33,532 18,233 21,616 
  1,033,395 700,189 742,343 
        
Non-current liabilities:      
 Term and other loans338,818 49,300 49,259 
 Deferred income taxes195,249 145,911 142,913 
 Acquisition holdback payables38,866 10,061 10,439 
 Lease obligations66,196 53,188 46,788 
 Other liabilities55,920 45,825 44,155 
  695,048 304,285 293,554 
        
Total liabilities1,728,443 1,004,474 1,035,897 
        
        
Shareholders’ Equity:      
 Capital stock39,412 39,412 39,412 
 Accumulated other comprehensive income (loss)122,414 5,584 2,649 
 Retained earnings260,396 266,281 232,796 
 Non-controlling interests276,266 220,119 195,532 
  698,488 531,396 470,389 
        
Subsequent events      
        
Total liabilities and shareholders’ equity2,426,930 1,535,870 1,506,286 
        
See accompanying notes to the condensed consolidated interim financial statements.   
  

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.)
     
    
Unaudited    
 Three months ended September 30,Nine months ended September 30,
 2025202420252024
     
Revenue    
License8,894 8,650 28,726 25,984 
Professional services94,545 76,318 265,068 230,632 
Hardware and other6,875 4,494 22,665 15,081 
Maintenance and other recurring277,574 222,760 799,056 658,282 
 387,888 312,222 1,115,515 929,979 
Expenses    
Staff205,209 164,506 609,133 515,083 
Hardware4,032 3,204 12,810 11,395 
Third party license, maintenance and professional services34,723 23,737 95,220 70,794 
Occupancy3,272 2,674 9,125 8,063 
Travel, telecommunications, supplies, software and equipment15,454 11,789 45,746 36,675 
Professional fees6,150 4,991 20,892 15,265 
Other, net5,242 5,008 16,271 13,373 
Depreciation10,890 8,430 30,243 24,880 
Amortization of intangible assets43,429 34,255 119,574 99,337 
 328,402 258,594 959,014 794,865 
     
Impairment of intangible and other non-financial assets7 0 7 633 
Bargain purchase (gain)  (154)(323)
Finance and other (income) expenses(61,539)(835)(76,036)(1,679)
(Increase) decrease in the fair value of equity securities  (32,789) 
Revaluation of investment accounted for using the equity method to cost221,748  221,748  
Finance costs9,175 7,656 21,939 19,933 
 169,392 6,821 134,716 18,565 
     
Income (loss) before income taxes(109,905)46,807 21,786 116,549 
     
Current income tax expense (recovery)18,921 16,168 56,407 44,698 
Deferred income tax expense (recovery)(7,887)(7,390)(25,293)(21,429)
Income tax expense (recovery)11,035 8,778 31,113 23,269 
     
Net income (loss)(120,940)38,029 (9,328)93,280 
     
Net income (loss) attributable to:    
Equity holders of Topicus(78,192)23,340 (7,523)58,447 
Non-controlling interests(42,748)14,689 (1,805)34,834 
Net income (loss)(120,940)38,029 (9,328)93,280 
     
Weighted average shares    
Basic shares outstanding83,338,874 82,912,026 83,169,753 82,664,754 
Diluted shares outstanding129,841,819 129,841,819 129,841,819 129,841,819 
     
Earnings (loss) per common share of Topicus    
Basic(0.94)0.28 (0.09)0.71 
Diluted(0.94)0.28 (0.09)0.71 
     
     
See accompanying notes to the condensed consolidated interim financial statements.
 

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.)
      
     
Unaudited    
 Three months ended September 30,Nine months ended September 30,
 2025202420252024
      
Net income (loss)(120,940)38,029 (9,328)93,280 
      
Items that are or may be reclassified subsequently to net income (loss):     
      
Foreign currency translation differences from foreign operations and other(913)(2,365)(9,288)806 
      
Items that will not be reclassified to net income (loss):     
      
Changes in the fair value of equity investments at FVOCI(4,374) 188,959  
      
Other comprehensive (loss) income for the period, net of income tax(5,287)(2,365)179,671 806 
      
Total comprehensive income (loss) for the period(126,227)35,664 170,343 94,086 
      
Total other comprehensive income (loss) attributable to:     
Equity holders of Topicus(3,288)(1,019)116,796 258 
Non-controlling interests(1,998)(1,346)62,875 547 
Total other comprehensive income (loss)(5,287)(2,365)179,671 806 
      
Total comprehensive income (loss) attributable to:     
Equity holders of Topicus(81,481)22,321 109,274 58,705 
Non-controlling interests(44,746)13,342 61,070 35,381 
Total comprehensive income (loss)(126,227)35,664 170,343 94,086 
      
See accompanying notes to the condensed consolidated interim financial statements.
 

Topicus.com Inc.
Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Deficiency)
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
         
Unaudited        
Nine months ended September 30, 2025        
    
 Capital Stock
Accumulated other
comprehensive
(loss) income

Retained
earnings
TotalNon-controlling interestsTotal equity
         
Balance at January 1, 202539,412 5,584 266,281 311,277 220,119 531,396 
         
Total comprehensive income (loss) for the period:        
         
Net income (loss)  (7,523)(7,523)(1,805)(9,328)
         
Foreign currency translation differences from foreign operations and other, net of income tax and changes in the fair value of equity investments at FVOCI 116,796  116,796 62,875 179,671 
         
Total other comprehensive income (loss) for the period 116,796  116,796 62,875 179,671 
         
Total comprehensive income (loss) for the period 116,796 (7,523)109,274 61,070 170,343 
         
Transactions with owners, recorded directly in equity        
         
Other movements in non-controlling interests and equity 34 5 38 60 98 
         
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus  1,633 1,633 (1,633) 
         
Dividends paid to non-controlling interests    (3,350)(3,350)
         
Balance at September 30, 202539,412 122,414 260,396 422,222 276,266 698,488 
         
See accompanying notes to the condensed consolidated interim financial statements.
 

Topicus.com Inc.
Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Deficiency)
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
         
Unaudited        
Nine months ended September 30, 2024        
         
    
 Capital Stock
Accumulated other
comprehensive
(loss) income

Retained
earnings
TotalNon-controlling
interests
Total equity
         
Balance at January 1, 202439,412 2,390 297,382 339,185 253,299 592,483 
         
Total comprehensive income (loss) for the period:        
         
Net income (loss)  58,447 58,447 34,834 93,280 
         
Other comprehensive income (loss)        
         
Foreign currency translation differences from foreign operations and other, net of income tax 258  258 547 806 
         
Total other comprehensive income (loss) for the period 258  258 547 806 
         
Total comprehensive income (loss) for the period 258 58,447 58,705 35,381 94,086 
         
         
Transactions with owners, recorded directly in equity        
         
Other movements in non-controlling interests and equity  (188)(188)(305)(493)
         
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus  4,797 4,797 (4,797) 
         
Dividends paid to shareholders of the Company  (127,641)(127,641) (127,641)
         
Return of capital to non-controlling interests    (9,048)(9,048)
         
Dividends paid to non-controlling interests    (78,998)(78,998)
         
Balance at September 30, 202439,412 2,649 232,796 274,857 195,532 470,389 
         
See accompanying notes to the condensed consolidated interim financial statements.
         

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.)
     
     
Unaudited    
 Three months ended September 30,Nine months ended September 30,
 2025202420252024
     
Cash flows from (used in) operating activities:    
Net income (loss)(120,940)38,029 (9,328)93,280 
Adjustments for:    
Depreciation10,890 8,430 30,243 24,880 
Amortization of intangible assets43,429 34,255 119,574 99,337 
Impairment of intangible and other non-financial assets7  7 633 
Bargain purchase (gain)  (154)(323)
Finance and other expenses (income)(61,539)(835)(76,036)(1,679)
(Increase) decrease in the fair value of equity securities  (32,789) 
Finance costs9,175 7,656 21,939 19,933 
Revaluation of investments accounted for using the equity method to cost221,748  221,748  
Income tax expense (recovery)11,035 8,778 31,113 23,269 
Change in non-cash operating assets and liabilities exclusive of effects of business combinations(51,340)(49,742)41,619 46,296 
Transaction costs associated with equity securities classified as FVOCI  (1,659) 
Income taxes (paid) received(14,019)(14,839)(41,330)(37,588)
Net cash flows from (used in) operating activities48,446 31,732 304,949 268,039 
     
Cash flows from (used in) financing activities:    
Interest paid on lease obligations(807)(524)(2,188)(1,461)
Interest paid on other facilities(2,881)(5,553)(11,896)(15,441)
Net increase (decrease) in Topicus Revolving Credit Facility257,000 50,000 172,000 135,000 
Proceeds from issuance of Loan  200,000  
Proceeds from issuance of term and other loans4,262  117,672 29,733 
Increase (decrease) in bank indebtedness(83) (83) 
Increase (decrease) in loan from Vela Software Group(287)(300)(287)(300)
Return of capital to non-controlling interests   (9,048)
Repayments of term and other loans(2,066)(39,014)(16,177)(44,681)
Credit facility transaction costs(190)(657)(3,468)(971)
Payments of lease obligations(7,805)(6,124)(21,810)(18,057)
Other financing activities (356) (356)
Dividends paid to non-controlling interests(1,718)(1,809)(3,350)(78,997)
Dividends paid to shareholders of the Company   (127,641)
Net cash flows from (used in) in financing activities245,426 (4,337)430,414 (132,222)
     
Cash flows from (used in) investing activities:    
Acquisition of businesses (note 4)(11,437)(18,221)(261,095)(65,052)
Cash obtained with acquired businesses2,338 2,325 31,075 14,444 
Post-acquisition settlement payments, net of receipts(8,906)(6,707)(18,139)(15,940)
Purchase of equity securities of Asseco Poland S.A.  (167,977) 
(Increase) decrease in restricted cash(246,775)(1,525)(246,857)(7,525)
Interest, dividends and other proceeds received, net of income taxes paid(376) 8,181  
Property and equipment purchased(1,653)(1,960)(8,319)(6,366)
Net cash flows from (used in) investing activities(266,810)(26,090)(663,131)(80,439)
     
Effect of foreign currency on cash and cash equivalents(256)(452)(2,328)166 
     
Increase (decrease) in cash26,807 854 69,904 55,544 
     
Cash, beginning of period249,254 233,749 206,157 179,059 
     
Cash, end of period276,061 234,603 276,061 234,603 
     
     
See accompanying notes to the condensed consolidated interim financial statements.
 

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