Constellation Software Inc.TSX: CSU

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

· Issued by Constellation Software Inc. via GlobeNewswire

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.