Constellation Software Inc. And Topicus Inc. Announce Results For Topicus Inc. For The Third Quarter Ended September 30, 2026

(MENAFN- GlobeNewsWire - Nasdaq) TORONTO, Nov. 04, 2026 (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, 2026. 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, 2026 and the accompanying notes, our Management's Discussion and Analysis for the three and nine months ended September 30, 2026 and the Annual Consolidated Financial Statements of Topicus.com Inc. for the year ended December 31, 2025, 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, 2025, which can be found on SEDAR+ at and on Topicus.com Inc.'s website Additional information about Topicus.com Inc. is also available on SEDAR+ at.

Q3 2026 Headlines:

• Revenue increased 15% (5% organic growth) to €445.1 million compared to €387.9 million in Q3 2025.
• Net income increased to €46.5 million (€0.34 on a diluted per share basis) from a net loss of €120.9 million (€0.94 on a diluted net loss per share basis).
• Acquisitions were completed for aggregate cash consideration of €47.1 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €17.0 million resulting in total consideration of €64.0 million.
• Cash flows from operations (“CFO”) decreased €1.1 million to €47.4 million compared to €48.4 million in Q3 2025 representing a decrease of 2%.
• Free cash flow available to shareholders¹ (“FCFA2S”) decreased €3.5 million to €18.8 million compared to €22.3 million in Q3 2025 representing a decrease of 16%.
  

Total revenue for the quarter ended September 30, 2026 was €445.1 million, an increase of 15%, or €57.2 million, compared to €387.9 million for the comparable period in 2025. For the first nine months of 2026 total revenues were €1,318.0 million, an increase of 18%, or €202.5 million, compared to €1,115.5 million for the comparable period in 2025. 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 5% for both periods. 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 September 30, 2026 increased €167.5 million to €46.5 million compared to negative €120.9 million for the same period in 2025. On a per share basis, this translated into net income per basic and diluted share of €0.34 in the quarter ended September 30, 2026 compared to net loss of €0.94 for the same period in 2025. The net loss for the quarter ended September 30, 2025 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 Q3 2025, 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, 2026 net income increased €158.2 million to €148.9 million compared to negative €9.3 million for the same period in 2025. On a per share basis, this translated into net income per basic and diluted share of €1.11 in the nine months ended September 30, 2026 compared to negative €0.09 for the same period in 2025.

For the quarter ended September 30, 2026, CFO were €47.4 million compared to €48.4 million for the same period in 2025 representing a decrease of 2%. 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, 2026, CFO increased €10.2 million to €315.2 million compared to €304.9 million for the same period in 2025 representing an increase of 3%.

For the quarter ended September 30, 2026, FCFA2S decreased €3.5 million to €18.8 million compared to €22.3 million for the same period in 2025 representing a decrease of 16%. For the nine months ended September 30, 2026, FCFA2S increased €31.7 million to €199.1 million compared to €167.5 million for the same period in 2025 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,
			2026	2025				2026	2025
		(€ in millions)		(€ in millions)
Net cash flows from operating activities			47.4	48.4				315.2	304.9
Adjusted for:
Interest paid on lease obligations			(0.8)	(0.8)				(2.5)	(2.2)
Interest paid on other facilities			(4.8)	(2.9)				(18.8)	(11.9)
Credit facility transaction costs			(0.0)	(0.2)				(0.3)	(3.5)
Payments of lease obligations			(8.9)	(7.8)				(25.9)	(21.8)
Property and equipment purchased			(3.4)	(1.7)				(9.7)	(8.3)
Interest and dividends received			2.3	(0.4)				62.1	8.2
			31.7	34.7				319.9	265.4
Less amount attributable to
non-controlling interests			(12.9)	(12.4)				(120.8)	(98.0)
Free cash flow available to shareholders			18.8	22.3				199.1	167.5
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
(416) 861-9677
...

S OURCE: 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, 2026	December 31, 2025
Assets
Current assets:
	Cash							342,391	326,686
	Accounts receivable						192,304	175,613
	Unbilled revenue						76,974	53,909
	Inventories							8,452	7,057
	Other assets						88,445	67,969
									708,566	631,234
Non-current assets:
	Property and equipment						29,610	27,343
	Right of use assets						87,868	96,656
	Deferred income taxes						22,541	23,494
	Investments in associates						484,632	515,368
	Other assets						18,872	17,790
	Intangible assets	1,223,776	1,201,287
									1,867,297	1,881,939
Total assets							2,575,863	2,513,173
Liabilities and Shareholders' Equity
Current liabilities:
	Topicus Revolving Credit Facility and current portion of Term and other loans	127,226	345,324
	Accounts payable and accrued liabilities				369,509	365,229
	Deferred revenue						295,058	207,140
	Provisions							3,498	3,548
	Acquisition holdback payables					28,052	23,740
	Lease obligations						30,845	30,915
	Income taxes payable						36,955	39,201
									891,143	1,015,098
Non-current liabilities:
	Term and other loans						352,467	347,218
	Deferred income taxes						190,575	188,313
	Acquisition holdback payables					49,232	40,133
	Lease obligations						59,055	67,436
	Other liabilities						100,335	73,166
									751,663	716,266
Total liabilities							1,642,806	1,731,363
Shareholders' Equity:
	Capital stock						39,412	39,412
	Accumulated other comprehensive income (loss)		129,909	124,611
	Retained earnings						406,793	309,801
	Non-controlling interests						356,943	307,985
									933,057	781,810
Total liabilities and shareholders' equity					2,575,863	2,513,173

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,
							2026			2025			2026			2025
Revenue
License					11,460			8,894			32,832			28,726
Professional services				94,859			94,545			291,926			265,068
Hardware and other				13,018			6,875			34,112			22,665
Maintenance and other recurring			325,755			277,574			959,162			799,056
							445,092			387,888			1,318,032			1,115,515
Expenses
Staff					230,040			205,209			704,956			609,133
Hardware					8,099			4,032			19,286			12,810
Third party license, maintenance and professional services	41,085			34,723			118,961			95,220
Travel, telecommunications, supplies, software and equipment	18,682			15,454			56,056			45,746
Professional fees				6,411			6,150			22,536			20,892
Other, net					7,078			8,514			23,641			25,396
Depreciation					11,953			10,890			35,326			30,243
Amortization of intangible assets			47,791			43,429			138,449			119,574
							371,139			328,402			1,119,210			959,014
Impairment of intangible and other non-financial assets	(0	)		7			25			7
Bargain purchase (gain)				(53	)		-			(53	)		(154	)
Finance and other (income) expenses		8,203			(62,035	)		8,901			(76,511	)
Share in net (income) loss of equity investees	(5,049	)		496			(24,260	)		475
(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					11,397			9,175			30,314			21,939
							14,498			169,392			14,927			134,716
Income (loss) before income taxes			59,456			(109,905	)		183,896			21,786
Current income tax expense (recovery)		19,759			18,921			62,824			56,407
Deferred income tax expense (recovery)		(6,816	)		(7,887	)		(27,830	)		(25,293	)
Income tax expense (recovery)			12,943			11,035			34,994			31,113
Net income (loss)				46,513			(120,940	)		148,902			(9,328	)
Net income (loss) attributable to:
Equity holders of Topicus			28,718			(78,192	)		93,066			(7,523	)
Non-controlling interests				17,795			(42,748	)		55,835			(1,805	)
Net income (loss)				46,513			(120,940	)		148,902			(9,328	)
Weighted average shares
	Basic shares outstanding			83,702,570			83,338,874			83,485,101			83,169,753
	Diluted shares outstanding			129,841,819			129,841,819			129,841,819			129,841,819
Earnings (loss) per common share of Topicus
	Basic					0.34			(0.94	)		1.11			(0.09	)
	Diluted					0.34			(0.94	)		1.11			(0.09	)

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,
							2026		2025			2026		2025
Net income (loss)				46,513		(120,940	)		148,902		(9,328	)
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other	1,910		(913	)		7,989		(9,288	)
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	1,910		(5,287	)		7,989		179,671
Total comprehensive income (loss) for the period	48,423		(126,227	)		156,890		170,343
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus			1,378		(3,288	)		5,298		116,796
Non-controlling interests				532		(1,998	)		2,691		62,875
Total other comprehensive income (loss)	1,910		(5,287	)		7,989		179,671
Total comprehensive income (loss) attributable to:
Equity holders of Topicus			30,096		(81,481	)		98,364		109,274
Non-controlling interests				18,327		(44,746	)		58,526		61,070
Total comprehensive income (loss)			48,423		(126,227	)		156,890		170,343

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, 2026
		Capital Stock	Accumulated other comprehensive (loss) income	Retained earnings	Total	Non-controlling interests	Total equity
Balance at January 1, 2026	39,412	124,611	309,801		473,825		307,985		781,810
Total comprehensive income (loss) for the period:
Net income (loss)	-	-	93,066		93,066		55,835		148,902
Other comprehensive income (loss)
Foreign currency translation differences from
	foreign operations and other, net of income tax	-	5,298	-		5,298		2,691		7,989
Total other comprehensive income (loss)
	for the period	-	5,298	-		5,298		2,691		7,989
Total comprehensive income (loss) for the period	-	5,298	93,066		98,364		58,526		156,890
Transactions with owners, recorded directly in equity
	Other movements in non-controlling interests and equity	-	-	(533	)	(533	)	(212	)	(745	)
	Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus	-	-	4,458		4,458		(4,458	)	-
	Dividends paid to non-controlling interests	-	-	-		-		(4,898	)	(4,898	)
Balance at September 30, 2026	39,412	129,909	406,793		576,114		356,943		933,057

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	)
Other comprehensive income (loss)
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

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,
								2026			2025			2026			2025
Cash flows from (used in) operating activities:
	Net income (loss)			46,513			(120,940	)		148,902			(9,328	)
	Adjustments for:
		Depreciation			11,953			10,890			35,326			30,243
		Amortization of intangible assets	47,791			43,429			138,449			119,574
		Impairment of intangible and other non-financial assets		(0	)		7			25			7
		Bargain purchase (gain)		(53	)		-			(53	)		(154	)
		Finance and other expenses (income)		8,203			(62,035	)		8,901			(76,511	)
		Share in net (income) loss of equity investees		(5,049	)		496			(24,260	)		475
		(Increase) decrease in the fair value of equity securities		-			-			-			(32,789	)
		Finance costs			11,397			9,175			30,314			21,939
		Revaluation of investment accounted for using the equity method to cost		-			221,748			-			221,748
		Income tax expense (recovery)	12,943			11,035			34,994			31,113
	Change in non-cash operating assets and liabilities
		exclusive of effects of business combinations	(69,827	)		(51,340	)		1,465			41,619
	Transaction costs associated with equity securities classified as FVOCI		-			-			-			(1,659	)
	Income taxes (paid) received	(16,499	)		(14,019	)		(58,876	)		(41,330	)
	Net cash flows from (used in) operating activities	47,372			48,446			315,186			304,949
Cash flows from (used in) financing activities:
	Interest paid on lease obligations		(817	)		(807	)		(2,546	)		(2,188	)
	Interest paid on other facilities		(4,834	)		(2,881	)		(18,834	)		(11,896	)
	Net increase (decrease) in Topicus Revolving Credit Facility	10,000			257,000			(215,000	)		172,000
	Proceeds from issuance of Loan		-			-			-			200,000
	Proceeds from issuance of term and other loans	2,894			4,262			10,394			117,672
	Increase (decrease) in bank indebtedness		27,793			(83	)		23,857			(83	)
	Increase (decrease) in loan from Vela Software Group		-			(287	)		-			(287	)
	Repayments of term and other loans	(1,481	)		(2,066	)		(11,775	)		(16,177	)
	Credit facility transaction costs	(25	)		(190	)		(337	)		(3,468	)
	Payments of lease obligations		(8,861	)		(7,805	)		(25,915	)		(21,810	)
	Dividends paid to non-controlling interests		-			(1,718	)		(4,898	)		(3,350	)
	Net cash flows from (used in) in financing activities	24,669			245,426			(245,054	)		430,414
Cash flows from (used in) investing activities:
	Acquisition of businesses	(47,052	)		(11,437	)		(93,303	)		(261,095	)
	Cash obtained with acquired businesses		1,332			2,338			9,654			31,075
	Post-acquisition settlement payments, net of receipts	(5,808	)		(8,906	)		(22,160	)		(18,139	)
	Purchases of other investments		(750	)		-			(1,021	)		-
	Purchase of equity securities of Asseco Poland S.A.		-			-			-			(167,977	)
	(Increase) decrease in restricted cash		(477	)		(246,775	)		(2,016	)		(246,857	)
	Interest, dividends and other proceeds received, net of income taxes paid	2,299			(376	)		62,094			8,181
	Property and equipment purchased	(3,407	)		(1,653	)		(9,747	)		(8,319	)
	Net cash flows from (used in) investing activities	(53,863	)		(266,810	)		(56,500	)		(663,131	)
Effect of foreign currency on
	cash and cash equivalents	944			(256	)		2,072			(2,328	)
Increase (decrease) in cash	19,122			26,807			15,704			69,904
Cash, beginning of period	323,269			249,254			326,686			206,157
Cash, end of period	342,391			276,061			342,391			276,061

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