Categories: Tech

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

 | Source: Topicus.com Inc.

TORONTO, Aug. 01, 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 second quarter ended June 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 six months ended June 30, 2025 and the accompanying notes, our Management’s Discussion and Analysis for the three and six months ended June 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.

Q2 2025 Headlines:

  • Revenue increased 20% (5% organic growth) to €372.0 million compared to €311.2 million in Q2 2024.
  • Net income increased 54% to €41.5 million (€0.31 on a diluted per share basis) from €26.9 million (€0.21 on a diluted per share basis).
  • Acquisitions were completed for aggregate cash consideration of €210.3 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €30.5 million resulting in total consideration of €240.8 million.
  • Cash flows from operations (“CFO”) decreased €23.8 million to negative €14.9 million compared to €8.8 million in Q2 2024.
  • Free cash flow available to shareholders1 (“FCFA2S”) decreased €12.9 million to negative €16.7 million compared to negative €3.8 million in Q2 2024.

Total revenue for the quarter ended June 30, 2025 was €372.0 million, an increase of 20%, or €60.8 million, compared to €311.2 million for the comparable period in 2024. For the first six months of 2025 total revenues were €727.6 million, an increase of 18%, or €109.9 million, compared to €617.8 million for the comparable period in 2024. The increase for both the three and six-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 5% and 4% respectively. 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 June 30, 2025 increased €14.5 million to €41.5 million compared to €26.9 million for the same period in 2024. On a per share basis, this translated into net income per basic and diluted share of €0.31 in the quarter ended June 30, 2025 compared to €0.21 for the same period in 2024. For the six months ended June 30, 2025 net income increased €56.4 million to €111.6 million compared to €55.2 million for the same period in 2024. On a per share basis, this translated into net income per basic and diluted share of €0.85 in the six months ended June 30, 2025 compared to €0.43 for the same period in 2024. 

For the quarter ended June 30, 2025, CFO were negative €14.9 million compared to €8.8 million for the same period in 2024. 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 six months ended June 30, 2025, CFO increased €20.2 million to €256.5 million compared to €236.3 million for the same period in 2024 representing an increase of 9%.

For the quarter ended June 30, 2025, FCFA2S was negative €16.7 million compared to negative €3.8 million for the same period in 2024. For the six months ended June 30, 2025, FCFA2S increased €14.9 million to €145.0 million compared to €130.1 million for the same period in 2024 representing an increase of 11%. 

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
June 30,
Six months ended
June 30,
2025 2024 2025 2024
(€ in millions) (€ in millions)
Net cash flows from operating activities (14.9 ) 8.8 256.5 236.3
Adjusted for:
Interest paid on lease obligations (0.7 ) (0.5 ) (1.4 ) (0.9 )
Interest paid on other facilities (4.3 ) (6.7 ) (9.0 ) (9.9 )
Credit facility transaction costs (3.2 ) (0.3 ) (3.3 ) (0.3 )
Payments of lease obligations (7.2 ) (6.1 ) (14.0 ) (11.9 )
Property and equipment purchased (3.8 ) (1.8 ) (6.7 ) (4.4 )
Interest and dividends received 8.3 8.6
(25.8 ) (6.6 ) 230.7 208.8
Less amount attributable to
non-controlling interests 9.1 2.8 (85.7 ) (78.7 )
Free cash flow available to shareholders (16.7 ) (3.8 ) 145.0 130.1
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
June 30, 2025 December 31, 2024 June 30, 2024
Assets
Current assets:
Cash 249,254 206,157 233,749
Accounts receivable 155,305 142,791 121,629
Unbilled revenue 59,780 45,415 47,740
Inventories 7,424 4,930 4,970
Other assets 78,311 55,107 62,955
550,075 454,400 471,043
Non-current assets:
Property and equipment 27,698 23,245 21,007
Right of use assets 94,822 75,666 62,147
Deferred income taxes 25,614 19,905 21,089
Equity securities 395,677
Other assets 36,056 11,983 13,130
Intangible assets 1,195,438 950,670 933,837
1,775,305 1,081,470 1,051,209
Total assets 2,325,380 1,535,870 1,522,252
Liabilities and Shareholders’ Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of Term and other loans 142,506 225,718 246,155
Accounts payable and accrued liabilities 254,931 250,361 177,887
Deferred revenue 319,820 166,593 279,338
Provisions 2,001 2,582 1,638
Acquisition holdback payables 20,536 13,073 15,270
Lease obligations 28,685 23,629 21,749
Income taxes payable 29,840 18,233 20,616
798,319 700,189 762,653
Non-current liabilities:
Term and other loans 341,267 49,300 89,880
Deferred income taxes 199,526 145,911 145,807
Acquisition holdback payables 34,759 10,061 7,069
Lease obligations 67,480 53,188 41,478
Other liabilities 57,664 45,825 38,491
700,696 304,285 322,726
Total liabilities 1,499,015 1,004,474 1,085,379
Shareholders’ Equity:
Capital stock 39,412 39,412 39,412
Accumulated other comprehensive income (loss) 125,668 5,584 3,667
Retained earnings 338,596 266,281 208,991
Non-controlling interests 322,688 220,119 184,802
826,365 531,396 436,873
Total liabilities and shareholders’ equity 2,325,380 1,535,870 1,522,252
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 June 30, Six months ended June 30,
2025 2024 2025 2024
Revenue
License 10,435 8,169 19,831 17,334
Professional services 88,218 79,308 170,523 154,314
Hardware and other 8,471 5,037 15,790 10,588
Maintenance and other recurring 264,907 218,674 521,482 435,522
372,032 311,189 727,627 617,757
Expenses
Staff 206,036 177,462 403,924 350,577
Hardware 4,653 3,570 8,778 8,190
Third party license, maintenance and professional services 32,074 23,705 60,496 47,056
Occupancy 2,896 2,679 5,854 5,389
Travel, telecommunications, supplies, software and equipment 15,699 12,904 30,292 24,887
Professional fees 7,134 5,183 14,742 10,274
Other, net 5,402 4,060 11,028 8,365
Depreciation 9,977 8,438 19,353 16,450
Amortization of intangible assets 39,294 33,410 76,146 65,082
323,164 271,409 630,612 536,271
Impairment of intangible and other non-financial assets 633
Bargain purchase (gain) (154 ) (154 ) (323 )
Finance and other (income) expenses (9,239 ) (371 ) (14,497 ) (844 )
(Increase) decrease in the fair value of equity securities (32,789 )
Finance costs 6,575 6,807 12,764 12,277
(2,818 ) 6,435 (34,676 ) 11,744
Income (loss) before income taxes 51,686 33,344 131,691 69,742
Current income tax expense (recovery) 18,738 13,447 37,485 28,530
Deferred income tax expense (recovery) (8,536 ) (7,041 ) (17,407 ) (14,039 )
Income tax expense (recovery) 10,202 6,406 20,079 14,491
Net income (loss) 41,484 26,938 111,612 55,252
Net income (loss) attributable to:
Equity holders of Topicus 25,858 17,018 70,669 35,107
Non-controlling interests 15,625 9,920 40,943 20,145
Net income (loss) 41,484 26,938 111,612 55,252
Weighted average shares
Basic shares outstanding 83,098,544 82,883,874 83,083,791 82,539,759
Diluted shares outstanding 129,841,819 129,841,819 129,841,819 129,841,819
Earnings (loss) per common share of Topicus
Basic 0.31 0.21 0.85 0.43
Diluted 0.31 0.21 0.85 0.43
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 June 30, Six months ended June 30,
2025 2024 2025 2024
Net income (loss) 41,484 26,938 111,612 55,252
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other (9,671 ) 1,244 (8,375 ) 3,170
Items that will not be reclassified to net income (loss):
Changes in the fair value of equity investments at FVOCI 82,236 193,333
Other comprehensive (loss) income for the period, net of income tax 72,565 1,244 184,958 3,170
Total comprehensive income (loss) for the period 114,049 28,182 296,570 58,422
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus 47,866 651 120,085 1,277
Non-controlling interests 24,699 593 64,873 1,894
Total other comprehensive income (loss) 72,565 1,244 184,958 3,170
Total comprehensive income (loss) attributable to:
Equity holders of Topicus 73,724 17,670 190,754 36,383
Non-controlling interests 40,325 10,513 105,816 22,038
Total comprehensive income (loss) 114,049 28,182 296,570 58,422
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
Six months ended June 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) 70,669 70,669 40,943 111,612
Foreign currency translation differences from
foreign operations and other, net of income tax and changes in the fair value of equity investments at FVOCI 120,085 120,085 64,873 184,958
Total other comprehensive income (loss)
for the period 120,085 120,085 64,873 184,958
Total comprehensive income (loss) for the period 120,085 70,669 190,754 105,816 296,570
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity (0 ) 12 12 18 31
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 (1,632 ) (1,632 )
Balance at June 30, 2025 39,412 125,668 338,596 503,677 322,688 826,365
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
Six months ended June 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) 35,107 35,107 20,145 55,252
Other comprehensive income (loss)
Foreign currency translation differences from
foreign operations and other, net of income tax 1,277 1,277 1,894 3,170
Total other comprehensive income (loss) for the period 1,277 1,277 1,894 3,170
Total comprehensive income (loss) for the period 1,277 35,107 36,383 22,038 58,422
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity (91 ) (91 ) (64 ) (155 )
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 )
Return of capital to non-controlling interests (9,048 ) (9,048 )
Dividends paid to non-controlling interests (77,188 ) (77,188 )
Balance at June 30, 2024 39,412 3,667 208,991 252,071 184,802 436,873
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 June 30, Six months ended June 30,
2025 2024 2025 2024
Cash flows from (used in) operating activities:
Net income (loss) 41,484 26,938 111,612 55,252
Adjustments for:
Depreciation 9,977 8,438 19,353 16,450
Amortization of intangible assets 39,294 33,410 76,146 65,082
Impairment of intangible and other non-financial assets 0 633
Bargain purchase (gain) (154 ) (154 ) (323 )
Finance and other expenses (income) (9,239 ) (371 ) (14,497 ) (844 )
(Increase) decrease in the fair value of equity securities (32,789 )
Finance costs 6,575 6,807 12,764 12,277
Income tax expense (recovery) 10,202 6,406 20,079 14,491
Change in non-cash operating assets and liabilities
exclusive of effects of business combinations (97,574 ) (58,970 ) 92,959 96,038
Transaction costs associated with equity securities classified as FVOCI (0 ) (1,659 )
Income taxes (paid) received (15,508 ) (13,849 ) (27,311 ) (22,749 )
Net cash flows from (used in) operating activities (14,944 ) 8,809 256,503 236,306
Cash flows from (used in) financing activities:
Interest paid on lease obligations (719 ) (481 ) (1,381 ) (937 )
Interest paid on other facilities (4,307 ) (6,727 ) (9,015 ) (9,888 )
Net increase (decrease) in Topicus Revolving Credit Facility (115,000 ) (20,000 ) (85,000 ) 85,000
Proceeds from issuance of Loan 200,000 200,000
Proceeds from issuance of term and other loans 95,400 28,917 113,410 29,733
Return of capital to non-controlling interests (9,048 ) (9,048 )
Repayments of term and other loans (3,526 ) (1,983 ) (14,111 ) (5,667 )
Credit facility transaction costs (3,187 ) (314 ) (3,278 ) (314 )
Payments of lease obligations (7,177 ) (6,116 ) (14,005 ) (11,933 )
Dividends paid to non-controlling interests (1,595 ) (2,649 ) (1,632 ) (77,188 )
Dividends paid to shareholders of the Company (127,641 )
Net cash flows from (used in) in financing activities 159,890 (18,401 ) 184,988 (127,884 )
Cash flows from (used in) investing activities:
Acquisition of businesses (210,244 ) (10,289 ) (249,657 ) (46,831 )
Cash obtained with acquired businesses 20,804 5,095 28,738 12,119
Post-acquisition settlement payments, net of receipts (2,935 ) (5,019 ) (9,233 ) (9,233 )
Purchase of equity securities of Asseco Poland S.A. (167,977 )
(Increase) decrease in restricted cash 343 (82 ) (6,000 )
Interest, dividends and other proceeds received 8,302 8,557
Property and equipment purchased (3,768 ) (1,751 ) (6,666 ) (4,406 )
Net cash flows from (used in) investing activities (187,499 ) (11,964 ) (396,321 ) (54,350 )
Effect of foreign currency on
cash and cash equivalents (4,500 ) 706 (2,072 ) 618
Increase (decrease) in cash (47,053 ) (20,850 ) 43,097 54,690
Cash, beginning of period 296,307 254,599 206,157 179,059
Cash, end of period 249,254 233,749 249,254 233,749
GlobeNews Wire

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