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home / news releases / constellation software inc and topicus com inc annou


CSU:CC - Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Second Quarter Ended June 30 2023

TORONTO, Aug. 03, 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 second quarter ended June 30, 2023. 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, 2023 and the accompanying notes, our Management’s Discussion and Analysis for the three and six months ended June 30, 2023 and the Annual Consolidated Financial Statements of Topicus.com Inc. 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.sedarplus.ca and on Topicus.com Inc.’s website www.topicus.com. Additional information about Topicus.com Inc. is also available on SEDAR at www.sedarplus.ca.

Q2 2023 Headlines:

  • Revenue increased 23% (6% organic growth) to €272.1 million compared to €220.6 million in Q2 2022.
  • Net income increased to €23.5 million (€0.18 on a diluted per share basis) from €20.1 million (€0.16 on a diluted per share basis).
  • Acquisitions were completed for aggregate cash consideration of €63.4 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €7.6 million resulting in total consideration of €71.1 million.
  • Cash flows from operations (“CFO”) increased €16.7 million to negative €15.4 million compared to negative €32.0 million in Q2 2022 representing an increase of 52%.
  • Free cash flow available to shareholders 1 (“FCFA2S”) increased €13.7 million to negative €13.1 million compared to negative €26.8 million in Q2 2022 representing an increase 51%.

Total revenue for the quarter ended June 30, 2023 was €272.1 million, an increase of 23%, or €51.5 million, compared to €220.6 million for the comparable period in 2022. For the first six months of 2023 total revenues were €536.5 million, an increase of 26%, or €112.1 million, compared to €424.4 million for the comparable period in 2022. 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 6% and 7%. 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, 2023 increased €3.4 million to €23.5 million compared to €20.1 million for the same period in 2022. On a per share basis, this translated into net income per basic and diluted share of €0.18 in the quarter ended June 30, 2023 compared to net income per basic and diluted share of €0.16 for the same period in 2022. For the six months ended June 30, 2023 net income increased €4.1 million to €44.6 million compared to €40.5 million for the same period in 2022. On a per share basis, this translated into net income per basic and diluted share of €0.35 in the six months ended June 30, 2023 compared to €0.30 for the same period in 2022.

For the quarter ended June 30, 2023, CFO were negative €15.4 million compared to negative €32.0 million for the same period in 2022. 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, 2023, CFO increased €14.6 million to €158.6 million compared to €144.0 million for the same period in 2022 representing an increase of 10%.

For the quarter ended June 30, 2023, FCFA2S was negative €13.1 million compared to negative €26.8 million for the same period in 2022. For the six months ended June 30, 2023, FCFA2S increased €53.3 million to €88.0 million compared to €34.7 million for the same period in 2022 representing an increase of 153%. The increase for the six month period is primarily as a result of the dividend paid to the Preferred Securities holders during the quarter ended March 31, 2022.

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, 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,
2023
2022
2023
2022
(€ in millions)
(€ in millions)
Net cash flows from operating activities
(15.4
)
(32.0
)
158.6
144.0
Adjusted for:
Interest paid on lease obligations
(0.3
)
(0.3
)
(0.7
)
(0.6
)
Interest paid on other facilities
(3.5
)
(2.4
)
(6.6
)
(4.0
)
Proceeds from sale of interest rate cap
5.5
-
5.5
-
Credit facility transaction costs
(0.2
)
-
(0.2
)
-
Payments of lease obligations
(5.5
)
(5.1
)
(10.8
)
(9.6
)
Property and equipment purchased
(1.9
)
(1.6
)
(3.9
)
(3.6
)
Dividends paid to redeemable preferred securities holders
-
-
-
(66.6
)
(21.3
)
(41.4
)
142.0
59.7
Less amount attributable to
non-controlling interests
8.2
14.5
(54.0
)
(24.9
)
Free cash flow available to shareholders
(13.1
)
(26.8
)
88.0
34.7
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

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
June 30, 2023
December 31, 2022
June 30, 2022
Assets
Current assets:
Cash
172,315
136,772
159,728
Accounts receivable
130,456
95,790
92,317
Unbilled revenue
48,701
41,036
42,925
Inventories
4,268
1,419
902
Other assets
54,657
34,778
36,500
410,396
309,795
332,372
Non-current assets:
Property and equipment
20,372
19,579
19,582
Right of use assets
57,919
54,412
57,927
Deferred income taxes
7,044
19,978
8,307
Other assets
12,161
17,030
11,502
Intangible assets
942,297
874,000
872,887
1,039,793
984,999
970,205
Total assets
1,450,189
1,294,794
1,302,577
Liabilities and Shareholders' Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of term and other loans
168,228
201,275
151,570
Loan from CSI
30,281
30,867
-
Accounts payable and accrued liabilities
162,868
174,824
142,840
Deferred revenue
241,980
116,989
197,492
Provisions
1,682
1,884
1,076
Acquisition holdback payables
14,878
14,009
18,416
Lease obligations
19,280
18,824
18,927
Income taxes payable
16,510
11,467
14,457
655,707
570,141
544,779
Non-current liabilities:
Term and other loans
65,807
41,280
101,421
Loan from CSI
-
-
31,602
Deferred income taxes
147,382
150,521
145,731
Acquisition holdback payables
1,289
2,316
3,078
Lease obligations
39,684
36,634
40,076
Other liabilities
26,273
26,118
20,410
280,434
256,869
342,317
Total liabilities
936,141
827,009
887,096
Shareholders' Equity:
Capital stock
39,412
39,412
39,412
Accumulated other comprehensive income (loss)
851
(232
)
1,576
Retained earnings (deficit)
255,528
226,919
192,970
Non-controlling interests
218,258
201,685
181,523
514,048
467,784
415,481
Total liabilities and shareholders' equity
1,450,189
1,294,794
1,302,577



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,
2023
2022
2023
2022
Revenue
License
7,847
6,418
14,825
11,885
Professional services
71,974
56,481
141,314
106,589
Hardware and other
3,705
2,293
6,385
4,534
Maintenance and other recurring
188,557
155,425
373,989
301,374
272,083
220,616
536,513
424,383
Expenses
Staff
155,841
123,809
305,949
235,704
Hardware
2,545
1,515
4,123
2,234
Third party license, maintenance and professional services
21,340
18,625
41,888
36,099
Occupancy
2,560
1,804
5,026
3,341
Travel, telecommunications, supplies, software and equipment
10,703
8,450
20,267
14,548
Professional fees
4,557
3,779
8,837
7,576
Other, net
964
4,762
7,178
9,182
Depreciation
7,695
7,008
14,990
13,203
Amortization of intangible assets
29,985
26,010
57,946
48,989
236,191
195,763
466,204
370,875
Finance and other expenses (income)
4,447
(51
)
9,396
1,680
4,447
(51
)
9,396
1,680
Income (loss) before income taxes
31,445
24,904
60,912
51,828
Current income tax expense (recovery)
14,898
11,041
27,226
22,263
Deferred income tax expense (recovery)
(6,905
)
(6,237
)
(10,894
)
(10,894
)
Income tax expense (recovery)
7,993
4,805
16,332
11,370
Net income (loss)
23,452
20,099
44,580
40,458
Net income (loss) attributable to:
Equity holders of Topicus
14,572
12,526
28,472
24,097
Non-controlling interests
8,880
7,573
16,108
16,362
Net income (loss)
23,452
20,099
44,580
40,458
Weighted average shares
Basic shares outstanding
81,889,764
80,097,017
81,889,764
80,011,366
Diluted shares outstanding
129,841,819
129,841,819
129,841,819
129,841,819
Earnings (loss) per common share of Topicus
Basic
0.18
0.16
0.35
0.30
Diluted
0.18
0.16
0.35
0.30


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,
2023
2022
2023
2022
Net income (loss)
23,452
20,099
44,580
40,458
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other
2,999
3,444
2,203
4,871
Other comprehensive (loss) income for the period, net of income tax
2,999
3,444
2,203
4,871
Total comprehensive income (loss) for the period
26,451
23,543
46,784
45,329
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus
1,320
1,325
1,083
1,956
Non-controlling interests
1,679
2,119
1,120
2,915
Total other comprehensive income (loss)
2,999
3,444
2,203
4,871
Total comprehensive income (loss) attributable to:
Equity holders of Topicus
15,892
13,850
29,555
26,052
Non-controlling interests
10,559
9,693
17,228
19,277
Total comprehensive income (loss)
26,451
23,543
46,784
45,329


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, 2023
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, 2023
-
39,412
-
(232
)
226,919
266,099
201,685
467,784
Total comprehensive income (loss) for the period:
Net income (loss)
-
-
-
-
28,472
28,472
16,108
44,580
Other comprehensive income (loss)
Foreign currency translation differences from
foreign operations and other, net of income tax
-
-
-
1,083
-
1,083
1,120
2,203
Total other comprehensive income (loss)
for the period
-
-
-
1,083
-
1,083
1,120
2,203
Total comprehensive income (loss) for the period
-
-
-
1,083
28,472
29,555
17,228
46,784
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity
-
-
-
-
137
137
70
207
Dividends paid to non-controlling interests
-
-
-
-
-
-
(726
)
(726
)
Balance at June 30, 2023
-
39,412
-
851
255,528
295,791
218,258
514,048


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, 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 period:
Net income (loss)
-
-
-
-
24,097
24,097
16,362
40,458
Other comprehensive income (loss)
Foreign currency translation differences from
foreign operations and other
-
-
-
1,956
-
1,956
2,915
4,871
Total other comprehensive income (loss) for the period
-
-
-
1,956
-
1,956
2,915
4,871
Total comprehensive income (loss) for the period
-
-
-
1,956
24,097
26,052
19,277
45,329
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
-
-
(23
)
(0
)
(54
)
(78
)
15,470
15,393
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
-
-
-
-
799
799
(799
)
-
Balance at June 30, 2022
-
39,412
-
1,576
192,970
233,958
181,523
415,481


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,
2023
2022
2023
2022
Cash flows from (used in) operating activities:
Net income (loss)
23,452
20,099
44,580
40,458
Adjustments for:
Depreciation
7,695
7,008
14,990
13,203
Amortization of intangible assets
29,985
26,010
57,946
48,989
Finance and other expenses (income)
4,447
(51
)
9,396
1,680
Income tax expense (recovery)
7,993
4,805
16,332
11,370
Change in non-cash operating assets and liabilities
exclusive of effects of business combinations
(75,465
)
(79,639
)
41,134
48,989
Income taxes (paid) received
(13,474
)
(10,255
)
(25,752
)
(20,673
)
Net cash flows from (used in) operating activities
(15,367
)
(32,023
)
158,626
144,014
Cash flows from (used in) financing activities:
Interest paid on lease obligations
(347
)
(277
)
(653
)
(556
)
Interest paid on other facilities
(3,505
)
(2,432
)
(6,565
)
(3,987
)
Proceeds from sale of interest rate cap
5,516
-
5,516
-
Net increase (decrease) in Topicus Revolving Credit Facility
45,000
45,000
35,000
100,000
Proceeds from issuance of term and other loans
21,941
-
26,218
346
Increase (decrease) in loan from Vela Software Group
(468
)
7,904
(468
)
6,086
Repayments of term and other loans
(4,497
)
(1,052
)
(72,941
)
(1,669
)
Credit facility transaction costs
(175
)
-
(238
)
-
Payments of lease obligations
(5,543
)
(5,063
)
(10,805
)
(9,574
)
Other financing activities
-
(580
)
-
(580
)
Dividends to non-controlling interests
(726
)
-
(726
)
-
Dividends paid to redeemable preferred securities holders
-
-
-
(66,614
)
Net cash flows from (used in) in financing activities
57,197
43,500
(25,663
)
23,452
Cash flows from (used in) investing activities:
Acquisition of businesses
(63,252
)
(94,502
)
(88,048
)
(107,659
)
Cash obtained with acquired businesses
4,611
24,935
5,583
27,612
Post-acquisition settlement payments, net of receipts
(6,567
)
(671
)
(11,055
)
(2,431
)
Interest, dividends and other proceeds received
-
3,028
-
3,028
Property and equipment purchased
(1,888
)
(1,587
)
(3,869
)
(3,613
)
Net cash flows from (used in) investing activities
(67,096
)
(68,798
)
(97,388
)
(83,064
)
Effect of foreign currency on
cash and cash equivalents
317
(0
)
(31
)
(0
)
Increase (decrease) in cash
(24,950
)
(57,321
)
35,543
84,402
Cash, beginning of period
197,265
217,049
136,772
75,326
Cash, end of period
172,315
159,728
172,315
159,728

Stock Information

Company Name: Constellation Software Inc.
Stock Symbol: CSU:CC
Market: TSXC
Website: csisoftware.com

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