Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the First Quarter Ended March 31, 2025

TORONTO, May 07, 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 first quarter ended March 31, 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 months ended March 31, 2025 and the accompanying notes, our Management's Discussion and Analysis for the three months ended March 31, 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.

Q1 2025 Headlines:

• Revenue increased 16% (4% organic growth) to €355.6 million compared to €306.6 million in Q1 2024.
• Net income increased to €38.8 million (€0.30 on a diluted per share basis) from €28.3 million (€0.22 on a diluted per share basis).
• Acquisitions were completed for aggregate cash consideration of €39.4 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €20.9 million resulting in total consideration of €60.3 million.
• On January 31, 2025, the Company purchased 8,300,029 shares in Asseco Poland S.A. ("Asseco") representing approximately 9.99% of the issued shares in Asseco. The shares were acquired at a price of 85 PLN per share for total consideration of €168.0 million. During the three months ended March 31, 2025, the Company recorded a gain of €145.5 million within other comprehensive income reduced by transaction costs of €1.7 million.
• Cash flows from operations ("CFO") increased €43.9 million to €271.4 million compared to €227.5 million in Q1 2024 representing an increase of 19%.
• Free cash flow available to shareholders¹ ("FCFA2S") increased €28.2 million to €161.7 million compared to €133.5 million in Q1 2024 representing an increase of 21%.

Total revenue for the quarter ended March 31, 2025 was €355.6 million, an increase of 16%, or €49.0 million, compared to €306.6 million for the comparable period in 2024. The increase is primarily attributable to growth from acquisitions as the Company experienced organic growth of 4% in the quarter. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

Net income for the quarter ended March 31, 2025 increased €10.5 million to €38.8 million compared to €28.3 million for the same period in 2024. On a per share basis, this translated into net income per basic and diluted share of €0.30 in the quarter ended March 31, 2025 compared to €0.22 for the same period in 2024.

For the quarter ended March 31, 2025, CFO increased €43.9 million to €271.4 million compared to €227.5 million for the same period in 2024 representing an increase of 19%.

For the quarter ended March 31, 2025, FCFA2S increased €28.2 million to €161.7 million compared to €133.5 million for the same period in 2024 representing an increase of 21%.

1. See Non-IFRS measures.

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 March 31,
		2025		2024
	(€ in millions)
Net cash flows from operating activities		271.4		227.5
Adjusted for:
Interest paid on lease obligations		(0.7	)	(0.5	)
Interest paid on other facilities		(4.7	)	(3.2	)
Credit facility transaction costs		(0.1	)	-
Payments of lease obligations		(6.8	)	(5.8	)
Property and equipment purchased		(2.9	)	(2.7	)
Interest and dividends received		0.3		-
		256.5		215.4
Less amount attributable to
non-controlling interests		(94.8	)	(81.9	)
Free cash flow available to shareholders		161.7		133.5
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
[phone]
[e-mail]
www.topicus.com

SOURCE: TOPICUS.COM INC.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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
									March 31, 2025	December 31, 2024	March 31, 2024
Assets
Current assets:
	Cash								296,307	206,157	254,599
	Accounts receivable								171,142	142,791	175,767
	Unbilled revenue								56,532	45,415	49,454
	Inventories								5,539	4,930	4,516
	Other assets								72,597	55,107	63,845
									602,117	454,400	548,181
Non-current assets:
	Property and equipment								24,913	23,245	21,363
	Right of use assets								79,736	75,666	63,054
	Deferred income taxes								17,961	19,905	20,326
	Equity securities								313,441	-	-
	Other assets								11,026	11,983	13,437
	Intangible assets								992,114	950,670	947,417
									1,439,190	1,081,470	1,065,598
Total assets									2,041,307	1,535,870	1,613,779
Liabilities and Shareholders' Equity
Current liabilities:
	Topicus Revolving Credit Facility and current portion of term and other loans								258,927	225,718	265,221
	Accounts payable and accrued liabilities								289,077	250,361	227,130
	Deferred revenue								378,732	166,593	343,430
	Provisions								2,381	2,582	1,535
	Acquisition holdback payables								17,353	13,073	13,808
	Lease obligations								25,042	23,629	21,338
	Income taxes payable								24,483	18,233	23,102
									995,994	700,189	895,563
Non-current liabilities:
	Term and other loans								53,140	49,300	62,973
	Deferred income taxes								153,437	145,911	148,142
	Acquisition holdback payables								14,750	10,061	7,690
	Lease obligations								55,895	53,188	42,748
	Other liabilities								52,734	45,825	36,017
									329,957	304,285	297,570
Total liabilities									1,325,951	1,004,474	1,193,133
Shareholders' Equity:
	Capital stock								39,412	39,412	39,412
	Accumulated other comprehensive income (loss)								98,780	5,584	3,016
	Retained earnings								291,061	266,281	192,136
	Non-controlling interests								286,103	220,119	186,082
									715,356	531,396	420,646
Total liabilities and shareholders' equity									2,041,307	1,535,870	1,613,779

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 March 31,
								2025			2024
Revenue
License								9,396			9,165
Professional services								82,305			75,005
Hardware and other								7,319			5,551
Maintenance and other recurring								256,575			216,848
								355,595			306,568
Expenses
Staff								197,889			173,116
Hardware								4,125			4,620
Third party license, maintenance and professional services								28,422			23,352
Occupancy								2,958			2,710
Travel, telecommunications, supplies, software and equipment								14,592			11,983
Professional fees								7,608			5,092
Other, net								5,626			4,305
Depreciation								9,376			8,012
Amortization of intangible assets								36,852			31,672
								307,448			264,861
Impairment of intangible and other non-financial assets								-			633
Bargain purchase (gain)								-			(323	)
Finance and other (income) expenses								(5,257	)		(473	)
Finance costs								6,189			5,471
								931			5,309
Income (loss) before income taxes								47,216			36,398
Current income tax expense (recovery)								17,326			15,083
Deferred income tax expense (recovery)								(8,871	)		(6,998	)
Income tax expense (recovery)								8,456			8,085
Net income (loss)								38,761			28,314
Net income (loss) attributable to:
Equity holders of Topicus								24,743			18,089
Non-controlling interests								14,018			10,225
Net income (loss)								38,761			28,314
Weighted average shares
	Basic shares outstanding							83,068,874			82,195,644
	Diluted shares outstanding							129,841,819			129,841,819
Earnings (loss) per common share of Topicus
	Basic							0.30			0.22
	Diluted							0.30			0.22

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 March 31,
								2025		2024
Net income (loss)								38,761		28,314
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other								1,296		1,926
Items that will not be reclassified to net income (loss):
Changes in the fair value of equity investments at FVOCI								143,886		-
Other comprehensive (loss) income for the period, net of income tax								145,182		1,926
Total comprehensive income (loss) for the period								183,942		30,240
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus								93,197		625
Non-controlling interests								51,985		1,301
Total other comprehensive income (loss)								145,182		1,926
Total comprehensive income (loss) attributable to:
Equity holders of Topicus								117,940		18,714
Non-controlling interests								66,003		11,526
Total comprehensive income (loss)								183,942		30,240

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
Three months ended March 31, 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)			-	-		24,743	24,743	14,018		38,761
Foreign currency translation differences from
	foreign operations and other, net of income tax and
	changes in the fair value of equity investments at FVOCI		-	93,197		-	93,197	51,985		145,182
Total other comprehensive income (loss)
	for the period		-	93,197		-	93,197	51,985		145,182
Total comprehensive income (loss) for the period			-	93,197		24,743	117,940	66,003		183,942
Transactions with owners, recorded directly in equity
	Other movements in non-controlling interests and equity		-	(0	)	37	37	18		55
	Dividends paid to non-controlling interests		-	-		-	-	(38	)	(38	)
Balance at March 31, 2025			39,412	98,780		291,061	429,253	286,103		715,356

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
Three months ended March 31, 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)			-	-	18,089		18,089		10,225		28,314
Other comprehensive income (loss)
Foreign currency translation differences from
	foreign operations and other, net of income tax		-	625	-		625		1,301		1,926
Total other comprehensive income (loss) for the period			-	625	-		625		1,301		1,926
Total comprehensive income (loss) for the period			-	625	18,089		18,714		11,526		30,240
Transactions with owners, recorded directly in equity
	Other movements in non-controlling interests and equity		-	-	72		72		31		103
	Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus		-	-	4,235		4,235		(4,235	)	-
	Dividends paid to shareholders of the Company		-	-	(127,641	)	(127,641	)	-		(127,641	)
	Dividends paid to non-controlling interests		-	-	-		-		(74,539	)	(74,539	)
Balance at March 31, 2024			39,412	3,016	192,136		234,565		186,082		420,646

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 March 31,
									2025			2024
Cash flows from (used in) operating activities:
	Net income (loss)								38,761			28,314
	Adjustments for:
		Depreciation							9,376			8,012
		Amortization of intangible assets							36,852			31,672
		Impairment of intangible and other non-financial assets							-			633
		Bargain purchase (gain)							-			(323	)
		Finance and other expenses (income)							(5,257	)		(473	)
		Finance costs							6,189			5,471
		Income tax expense (recovery)							8,456			8,085
	Change in non-cash operating assets and liabilities
		exclusive of effects of business combinations							190,533			155,008
	Transaction costs associated with equity securities classified as FVOCI								(1,659	)		-
	Income taxes (paid) received								(11,803	)		(8,901	)
	Net cash flows from (used in) operating activities								271,446			227,497
Cash flows from (used in) financing activities:
	Interest paid on lease obligations								(663	)		(457	)
	Interest paid on other facilities								(4,708	)		(3,161	)
	Net increase (decrease) in Topicus Revolving Credit Facility								30,000			105,000
	Proceeds from issuance of term and other loans								18,010			816
	Repayments of term and other loans								(10,585	)		(3,684	)
	Credit facility transaction costs								(91	)		-
	Payments of lease obligations								(6,828	)		(5,817	)
	Dividends paid to non-controlling interests								(38	)		(74,539	)
	Dividends paid to shareholders of the Company								-			(127,641	)
	Net cash flows from (used in) in financing activities								25,098			(109,483	)
Cash flows from (used in) investing activities:
	Acquisition of businesses								(39,413	)		(36,542	)
	Cash obtained with acquired businesses								7,934			7,024
	Post-acquisition settlement payments, net of receipts								(6,299	)		(4,214	)
	Purchase of equity securities of Asseco Poland S.A.								(167,977	)		-
	(Increase) decrease in restricted cash								(425	)		(6,000	)
	Interest, dividends and other proceeds received								255			-
	Property and equipment purchased								(2,898	)		(2,655	)
	Net cash flows from (used in) investing activities								(208,823	)		(42,386	)
Effect of foreign currency on
	cash and cash equivalents								2,428			(88	)
Increase (decrease) in cash									90,150			75,540
Cash, beginning of period									206,157			179,059
Cash, end of period									296,307			254,599