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
[email protected]
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, 2025 2024 2025 2024 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 StockAccumulated other
comprehensive
(loss) incomeRetained
earningsTotalNon-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 StockAccumulated other
comprehensive
(loss) incomeRetained
earningsTotalNon-controlling
interestsTotal 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.