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home / news releases / TOI - Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Fourth Quarter and Year Ended December 31 2022


TOI - Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Fourth Quarter and Year Ended December 31 2022

TORONTO, Feb. 07, 2023 (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 fourth quarter and year ended December 31, 2022. 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 Annual Consolidated Financial Statements of Topicus.com Inc. (or the “Company”) for the year ended December 31, 2022, 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, 2022, which can be found on SEDAR at www.sedar.com and on Topicus.com Inc.’s website www.topicus.com. Additional information about Topicus.com Inc. is also available on SEDAR at www.sedar.com.

Q4 2022 Headlines:

  • Revenue increased 27% (6% organic growth) to €263.7 million compared to €207.6 million in Q4 2021.
  • Net income increased to €28.7 million (€0.21 on a diluted per share basis) from €27.0 million (negative €0.17 on a diluted per share basis).
  • Acquisitions were completed for aggregate cash consideration of €10.5 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €2.9 million resulting in total consideration of €13.4 million.
  • Cash flows from operations (“CFO”) increased €5.3 million to €48.1 million compared to €42.8 million in Q4 2021 representing an increase of 12%.
  • Free cash flow available to shareholders 1 (“FCFA2S”) decreased €2.1 million to €18.6 million compared to €20.6 in Q4 2021.

2022 Headlines:

  • Revenue increased 23% (4% organic growth) to €916.7 million compared to €742.5 million in 2021.
  • Net income was €87.6 million (€0.66 on a diluted per share basis) compared to a net loss of €2,222.2 million (negative €30.16 on a diluted per share basis) in 2021.
  • A number of acquisitions were completed for total consideration of €183.1 million including holdbacks and contingent consideration.
  • Cash flows from operations (“CFO”) increased €26.6 million to €203.0 million compared to €176.4 million in 2021.
  • Free cash flow available to shareholders 1 (“FCFA2S”) decreased €32.7 million to €54.2 million compared to €86.8 million in 2021.

Total revenue for the quarter ended December 31, 2022 was €263.7 million, an increase of 27%, or €56.1 million, compared to €207.6 million for the comparable period in 2021. For the twelve months ended December 31, 2022 total revenues were €916.7 million, an increase of 23%, or €174.1 million, compared to €742.5 million for the comparable period in 2021. The increase for both the three and twelve 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 6% 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 December 31, 2022 increased €1.7 million to €28.7 million compared to €27.0 million for the same period in 2021. On a per share basis, this translated into net income per basic and diluted share of €0.21 in the quarter ended December 31, 2022 compared to net income per basic and diluted share of negative €0.17 for the same period in 2021. For the twelve months ended December 31, 2022, net income was €87.6 million or €0.66 per basic and diluted share compared to a net loss of €2,222.2 million or €30.16 per basic and diluted share for the same period in 2021. The net loss per basic and diluted share for the twelve months ended December 31, 2021 primarily resulted from the €2,302.2 million redeemable preferred securities expense. Diluted shares outstanding increased from 129.7 million to 129.8 million for the twelve months ended December 31, 2022.

For the quarter ended December 31, 2022, CFO increased €5.3 million to €48.1 million compared to €42.8 million for the same period in 2021 representing an increase of 12%. For the twelve months ended December 31, 2022, CFO increased €26.6 million to €203.0 million compared to €176.4 million for the same period in 2021 representing an increase of 15%.

For the quarter ended December 31, 2022, FCFA2S decreased €2.1 million to €18.6 million compared to €20.6 million for the same period in 2021 representing a decrease of 10%. For the twelve months ended December 31, 2022, FCFA2S decreased €32.7 million to €54.2 million compared to €86.8 million for the same period in 2021 representing a decrease of 38%. The decline for the twelve month period is primarily as a result of the dividend paid to the Preferred Securities holders.

______________________________
1
See Non-IFRS measures.

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, dividends paid to redeemable preferred securities holders, and property and equipment purchased, and includes interest and dividends received. 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 December 31,
Year ended December 31,
2022
2021
2022
2021
(€ in millions)
(€ in millions)
Net cash flows from operating activities
48.1
42.8
203.0
176.4
Adjusted for:
Interest paid on lease obligations
(0.3
)
(0.3
)
(1.2
)
(1.2
)
Interest paid on other facilities
(4.4
)
(2.0
)
(11.8
)
(7.9
)
Credit facility transaction costs
(3.1
)
(0.2
)
(3.2
)
(2.5
)
Payments of lease obligations
(5.2
)
(4.5
)
(20.0
)
(17.5
)
Property and equipment purchased
(2.5
)
(2.2
)
(7.3
)
(5.4
)
Dividends paid to redeemable preferred securities holders
-
-
(66.6
)
-
32.5
33.6
92.8
142.0
Less amount attributable to
non-controlling interests
(14.0
)
(13.0
)
(38.7
)
(55.2
)
Free cash flow available to shareholders
18.6
20.6
54.2
86.8
Due to rounding, certain totals may not foot.
Comparative financial information amended to reflect the Combination as if it occurred before the start of the earliest period presented.


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

S OURCE: TOPICUS.COM INC.

Topicus.com Inc.
Consolidated Statements of Financial Position
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
December 31, 2022
December 31, 2021
Assets
Current assets:
Cash
136,772
75,326
Accounts receivable
95,790
70,725
Unbilled revenue
41,036
32,592
Inventories
1,419
570
Other assets
34,778
21,776
309,795
200,989
Non-current assets:
Property and equipment
19,579
15,326
Right of use assets
54,412
54,382
Deferred income taxes
19,978
6,831
Other assets
17,030
6,655
Intangible assets
874,000
744,136
984,999
827,330
Total assets
1,294,794
1,028,319
Liabilities and Shareholders' Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of term loans
201,275
46,489
Loan from CSI
30,867
29,116
Redeemable preferred securities
-
66,614
Accounts payable and accrued liabilities
174,824
135,993
Deferred revenue
116,989
82,179
Provisions
1,884
1,893
Acquisition holdback payables
14,009
8,876
Lease obligations
18,824
16,234
Income taxes payable
11,467
11,400
570,141
398,794
Non-current liabilities:
Term and other loans
41,280
96,113
Deferred income taxes
150,521
125,004
Acquisition holdback payables
2,316
945
Lease obligations
36,634
38,955
Other liabilities
26,118
12,877
256,869
273,893
Total liabilities
827,009
672,687
Shareholders' Equity:
Preferred shares
-
2,047,473
Capital stock
39,412
39,412
Other equity
-
(1,009,996
)
Accumulated other comprehensive income (loss)
(232
)
(380
)
Retained earnings (deficit)
226,919
(1,782,113
)
Non-controlling interests
201,685
1,061,236
467,784
355,632
Total liabilities and shareholders' equity
1,294,794
1,028,319



Topicus.com Inc.
Consolidated Statements of Income (Loss)
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31,
2022
2021
Revenue
License
31,745
26,709
Professional services
239,674
196,565
Hardware and other
10,553
6,189
Maintenance and other recurring
634,710
513,078
916,681
742,541
Expenses
Staff
508,721
398,171
Hardware
5,831
2,985
Third party license, maintenance and professional services
76,577
72,027
Occupancy
7,649
5,665
Travel, telecommunications, supplies, software and equipment
32,807
20,383
Professional fees
16,206
12,956
Other, net
20,463
6,788
Depreciation
27,866
24,603
Amortization of intangible assets
107,078
85,060
803,195
628,640
Redeemable preferred securities expense (income)
-
2,302,185
Impairment of intangible and other non-financial assets
-
1,600
Finance and other expenses (income)
9,068
10,748
9,068
2,314,533
Income (loss) before income taxes
104,418
(2,200,632
)
Current income tax expense (recovery)
43,859
39,494
Deferred income tax expense (recovery)
(27,051
)
(17,894
)
Income tax expense (recovery)
16,808
21,600
Net income (loss)
87,610
(2,222,233
)
Net income (loss) attributable to:
Equity holders of Topicus
52,928
(1,884,042
)
Non-controlling interests
34,682
(338,191
)
Net income (loss)
87,610
(2,222,233
)
Weighted average shares
Basic shares outstanding
80,488,504
63,318,650
Diluted shares outstanding
129,841,819
129,681,740
Earnings (loss) per common share of Topicus
Basic
0.66
(30.16
)
Diluted
0.66
(30.16
)



Topicus.com Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31,
2022
2021
Net income (loss)
87,610
(2,222,233
)
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other
1,264
1,427
Other comprehensive (loss) income for the year, net of income tax
1,264
1,427
Total comprehensive income (loss) for the year
88,874
(2,220,806
)
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus
148
635
Non-controlling interests
1,116
792
Total other comprehensive income (loss)
1,264
1,427
Total comprehensive income (loss) attributable to:
Equity holders of Topicus
53,075
(1,883,407
)
Non-controlling interests
35,798
(337,399
)
Total comprehensive income (loss)
88,874
(2,220,806
)



Topicus.com Inc.
Consolidated Statement of Changes in Shareholders' Equity (Deficiency)
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31, 2022
Attributable to equity holders of Topicus
Preferred Shares
Capital Stock
Other
equity
Accumulated
other
comprehensive
(loss) income
Retained
earnings (Deficit)
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2022
2,047,473
39,412
(1,009,996
)
(380
)
(1,782,113
)
(705,604
)
1,061,236
355,632
Total comprehensive income (loss) for the year:
Net income (loss)
-
-
-
-
52,928
52,928
34,682
87,610
Other comprehensive income (loss)
Foreign currency translation differences from
foreign operations and other, net of income tax
-
-
-
148
-
148
1,116
1,264
Total other comprehensive income (loss)
for the year
-
-
-
148
-
148
1,116
1,264
Total comprehensive income (loss) for the year
-
-
-
148
52,928
53,075
35,798
88,874
Transactions with owners, recorded directly in equity
Conversion of preferred shares to subordinate voting shares
(2,047,473
)
-
2,047,473
-
-
-
-
-
Conversion of non-controlling interest preferred units to ordinary units and other movements in non-controlling interests
-
-
912,788
-
-
912,788
(912,788
)
-
Net acquisition of non-controlling interest associated with business combinations and other movements
-
-
(23
)
(0
)
(166
)
(189
)
24,341
24,152
Reductions of non-controlling interest associated with disposals
-
-
-
-
-
-
(873
)
(873
)
Reclassification of other equity to retained earnings (deficit)
-
-
(1,950,242
)
-
1,950,242
-
-
-
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus
-
-
-
-
6,029
6,029
(6,029
)
-
Balance at December 31, 2022
-
39,412
-
(232
)
226,919
266,099
201,685
467,784



Topicus.com Inc.
Consolidated Statement of Changes in Shareholders' Equity (Deficiency)
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31, 2021
Attributable to equity holders of Topicus
Preferred Shares
Capital Stock
Other
equity
Accumulated
other
comprehensive
(loss) income
Retained
earnings
(deficit)
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2021
-
39,412
-
(1,409
)
138,572
176,575
88,106
264,680
Total comprehensive income (loss) for the year:
Net income (loss)
-
-
-
-
(1,884,042
)
(1,884,042
)
(338,191
)
(2,222,233
)
Other comprehensive income (loss)
Foreign currency translation differences from
foreign operations and other
-
-
-
635
-
635
792
1,427
Total other comprehensive income (loss) for the year
-
-
-
635
-
635
792
1,427
Total comprehensive income (loss) for the year
-
-
-
635
(1,884,042
)
(1,883,407
)
(337,399
)
(2,220,806
)
Transactions with owners, recorded directly in equity
Issuance of Topicus Coop Ordinary Units to non-controlling interests
-
-
9,770
127
-
9,896
(9,896
)
-
Net acquisition of non-controlling interest associated with acquisitions and other movements
-
-
-
267
(218
)
49
1,399
1,448
Issuance of Redeemable preferred securities
-
-
(1,001,469
)
-
-
(1,001,469
)
(124,797
)
(1,126,267
)
Dividends to common shareholders of the Company
-
-
-
-
(36,425
)
(36,425
)
(18,175
)
(54,600
)
Reclassification of Redeemable preferred securities of Topicus from liabilities to preferred shares
2,073,205
-
-
-
-
2,073,205
-
2,073,205
Reclassification of Redeemable preferred securities of Topicus Coop from liabilities to non-controlling interest
-
-
-
-
-
-
1,442,910
1,442,910
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus
-
-
(18,297
)
-
-
(18,297
)
18,297
-
Accrued dividends to preferred shareholders of Topicus recorded subsequent to the Notification of Conversion
(25,731
)
-
-
-
-
(25,731
)
-
(25,731
)
Accrued dividends to preference unit holders of Topicus Coop recorded subsequent to the Notification of Conversion
-
-
-
-
-
-
(17,157
)
(17,157
)
Issuance of equity of a subsidiary in conjunction with the acquisition of Geosoftware
-
-
-
-
-
-
17,950
17,950
Balance at December 31, 2021
2,047,473
39,412
(1,009,996
)
(380
)
(1,782,113
)
(705,604
)
1,061,236
355,632



Topicus.com Inc.
Consolidated Statements of Cash Flows
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31,
2022
2021
Cash flows from (used in) operating activities:
Net income (loss)
87,610
(2,222,233
)
Adjustments for:
Depreciation
27,866
24,603
Amortization of intangible assets
107,078
85,060
Redeemable preferred securities expense (income)
-
2,302,185
Impairment of intangible and other non-financial assets
-
1,600
Finance and other expenses (income)
9,068
10,748
Income tax expense (recovery)
16,808
21,600
Change in non-cash operating assets and liabilities
exclusive of effects of business combinations
504
(8,044
)
Income taxes (paid) received
(45,925
)
(39,098
)
Net cash flows from (used in) operating activities
203,008
176,423
Cash flows from (used in) financing activities:
Interest paid on lease obligations
(1,171
)
(1,159
)
Interest paid on other facilities
(11,847
)
(7,875
)
Net increase (decrease) in Topicus Revolving Credit Facility
85,000
25,000
Proceeds from issuance of term and other loans
8,592
67,227
Proceeds from issuance of loan from CSI
-
28,362
Increase (decrease) in loan from Vela Software Group
(1,817
)
2,207
Contribution from Vela Software Group towards the acquisition of Geosoftware
-
17,950
Contribution from Vela Software Group towards the acquisition of Subsurface
7,905
-
Repayments of term and other loans
(4,375
)
(411
)
Credit facility transaction costs
(3,207
)
(2,548
)
Payments of lease obligations
(20,025
)
(17,459
)
Other financing activities
(595
)
-
Dividends paid to redeemable preferred securities holders
(66,614
)
-
Dividends paid to common shareholders
-
(54,600
)
Net cash flows from (used in) in financing activities
(8,155
)
56,694
Cash flows from (used in) investing activities:
Acquisition of businesses
(153,828
)
(241,507
)
Cash obtained with acquired businesses
38,126
19,929
Post-acquisition settlement payments, net of receipts
(13,430
)
(15,061
)
Receipt of additional subscription amount from the sellers of Topicus.com B.V.
-
27,589
Interest, dividends and other proceeds received
3,028
1,010
Property and equipment purchased
(7,303
)
(5,385
)
Net cash flows from (used in) investing activities
(133,407
)
(213,425
)
Effect of foreign currency on
cash and cash equivalents
0
0
Increase (decrease) in cash
61,445
19,692
Cash, beginning of year
75,326
55,635
Cash, end of year
136,772
75,326

Stock Information

Company Name: The Oncology Institute Inc.
Stock Symbol: TOI
Market: NASDAQ
Website: theoncologyinstitute.com

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