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,
		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

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, 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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