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

Topicus.com Inc. (TSXV:TOI,OTC:TOITF) 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 shareholders 1 ("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,
2025 2024 2025 2024
(€ 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

S OURCE: 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, 2025 December 31, 2024 September 30, 2024
Assets
Current assets:
Cash 276,061 206,157 234,603
Restricted cash 248,473 2,128 7,697
Accounts receivable 135,892 142,791 107,575
Unbilled revenue 60,002 45,415 46,394
Inventories 8,381 4,930 5,262
Derivatives 101,686 - -
Other assets 73,295 52,979 56,133
903,790 454,400 457,663
Non-current assets:
Property and equipment 26,918 23,245 20,730
Right of use assets 93,954 75,666 67,189
Deferred income taxes 24,917 19,905 20,468
Investments accounted for using the equity method 195,533 2,549 2,633
Other assets 9,583 9,433 10,309
Intangible assets 1,172,236 950,670 927,295
1,523,140 1,081,470 1,048,624
Total assets 2,426,930 1,535,870 1,506,286
Liabilities and Shareholders' Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of Term and other loans 403,598 225,718 295,855
Accounts payable and accrued liabilities 306,940 250,361 184,555
Deferred revenue 239,324 166,593 202,880
Provisions 2,015 2,582 1,578
Acquisition holdback payables 18,604 13,073 14,315
Lease obligations 29,382 23,629 21,544
Income taxes payable 33,532 18,233 21,616
1,033,395 700,189 742,343
Non-current liabilities:
Term and other loans 338,818 49,300 49,259
Deferred income taxes 195,249 145,911 142,913
Acquisition holdback payables 38,866 10,061 10,439
Lease obligations 66,196 53,188 46,788
Other liabilities 55,920 45,825 44,155
695,048 304,285 293,554
Total liabilities 1,728,443 1,004,474 1,035,897
Shareholders' Equity:
Capital stock 39,412 39,412 39,412
Accumulated other comprehensive income (loss) 122,414 5,584 2,649
Retained earnings 260,396 266,281 232,796
Non-controlling interests 276,266 220,119 195,532
698,488 531,396 470,389
Subsequent events
Total liabilities and shareholders' equity 2,426,930 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,
2025
2024
2025
2024
Revenue
License 8,894 8,650 28,726 25,984
Professional services 94,545 76,318 265,068 230,632
Hardware and other 6,875 4,494 22,665 15,081
Maintenance and other recurring 277,574 222,760 799,056 658,282
387,888 312,222 1,115,515 929,979
Expenses
Staff 205,209 164,506 609,133 515,083
Hardware 4,032 3,204 12,810 11,395
Third party license, maintenance and professional services 34,723 23,737 95,220 70,794
Occupancy 3,272 2,674 9,125 8,063
Travel, telecommunications, supplies, software and equipment 15,454 11,789 45,746 36,675
Professional fees 6,150 4,991 20,892 15,265
Other, net 5,242 5,008 16,271 13,373
Depreciation 10,890 8,430 30,243 24,880
Amortization of intangible assets 43,429 34,255 119,574 99,337
328,402 258,594 959,014 794,865
Impairment of intangible and other non-financial assets 7 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 cost 221,748 - 221,748 -
Finance costs 9,175 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 outstanding 83,338,874 82,912,026 83,169,753 82,664,754
Diluted shares outstanding 129,841,819 129,841,819 129,841,819 129,841,819
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,
2025 2024 2025 2024
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
Total Non-controlling interests Total equity
Balance at January 1, 2025 39,412 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, 2025 39,412 122,414 260,396 422,222 276,266 698,488
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
Total Non-controlling
interests
Total equity
Balance at January 1, 2024 39,412 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, 2024 39,412 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,
2025 2024 2025 2024
Cash flows from (used in) operating activities:
Net income (loss) (120,940 ) 38,029 (9,328 ) 93,280
Adjustments for:
Depreciation 10,890 8,430 30,243 24,880
Amortization of intangible assets 43,429 34,255 119,574 99,337
Impairment of intangible and other non-financial assets 7 - 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 costs 9,175 7,656 21,939 19,933
Revaluation of investments accounted for using the equity method to cost 221,748 - 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 activities 48,446 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 Facility 257,000 50,000 172,000 135,000
Proceeds from issuance of Loan - - 200,000 -
Proceeds from issuance of term and other loans 4,262 - 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 activities 245,426 (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 businesses 2,338 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 cash 26,807 854 69,904 55,544
Cash, beginning of period 249,254 233,749 206,157 179,059
Cash, end of period 276,061 234,603 276,061 234,603
See accompanying notes to the condensed consolidated interim financial statements.

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