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


TOI:CC - Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Third Quarter Ended September 30 2023

TORONTO, Nov. 02, 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 third quarter ended September 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 nine months ended September 30, 2023 and the accompanying notes, our Management’s Discussion and Analysis for the three and nine months ended September 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.

Q3 2023 Headlines:

  • Revenue increased 22% (8% organic growth) to €278.8 million compared to €228.6 million in Q3 2022.
  • Net income increased to €28.3 million (€0.22 on a diluted per share basis) from €18.4 million (€0.15 on a diluted per share basis).
  • Acquisitions were completed for aggregate cash consideration of €7.2 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €0.2 million resulting in total consideration of €7.4 million.
  • Cash flows from operations (“CFO”) increased €14.6 million to €25.5 million compared to €10.9 million in Q3 2022 representing an increase of 134%.
  • Free cash flow available to shareholders 1 (“FCFA2S”) increased €7.0 million to €6.5 million compared to negative €0.5 million in Q3 2022.

Total revenue for the quarter ended September 30, 2023 was €278.8 million, an increase of 22%, or €50.2 million, compared to €228.6 million for the comparable period in 2022. For the first nine months of 2023 total revenues were €815.3 million, an increase of 25%, or €162.4 million, compared to €653.0 million for the comparable period in 2022. 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 8% 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 September 30, 2023 increased €9.9 million to €28.3 million compared to €18.4 million for the same period in 2022. On a per share basis, this translated into net income per basic and diluted share of €0.22 in the quarter ended September 30, 2023 compared to net income per basic and diluted share of €0.15 for the same period in 2022. For the nine months ended September 30, 2023 net income increased €14.0 million to €72.9 million compared to €58.9 million for the same period in 2022. On a per share basis, this translated into net income per basic and diluted share of €0.57 in the nine months ended September 30, 2023 compared to €0.45 for the same period in 2022.

For the quarter ended September 30, 2023, CFO were €25.5 million compared to €10.9 million for the same period in 2022 representing an increase of 134%. 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. A longer collection cycle for the Q1 invoiced amounts in 2023 as compared to 2022 is the primary reason for the large Q3 increase. For the nine months ended September 30, 2023, CFO increased €29.2 million to €184.1 million compared to €154.9 million for the same period in 2022 representing an increase of 19%.

For the quarter ended September 30, 2023, FCFA2S was €6.5 million compared to negative €0.5 million for the same period in 2022. For the nine months ended September 30, 2023, FCFA2S increased €58.8 million to €94.5 million compared to €35.7 million for the same period in 2022 representing an increase of 165%. The increase for the nine month period is primarily as a result of the dividend paid to the Preferred Securities holders during the quarter ended March 31, 2022. Excluding the dividend, FCFA2S increased €18.4 million or 24% for the nine months ended September 30, 2023.

  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, 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,
2023
2022
2023
2022
(€ in millions)
(€ in millions)
Net cash flows from operating activities
25.5
10.9
184.1
154.9
Adjusted for:
Interest paid on lease obligations
(0.4
)
(0.3
)
(1.0
)
(0.9
)
Interest paid on other facilities
(4.8
)
(3.4
)
(11.4
)
(7.4
)
Proceeds from sale of interest rate cap
(0.7
)
-
4.8
-
Credit facility transaction costs
-
(0.1
)
(0.2
)
(0.1
)
Payments of lease obligations
(5.5
)
(5.2
)
(16.3
)
(14.8
)
Property and equipment purchased
(1.4
)
(1.2
)
(5.2
)
(4.8
)
Dividends paid to redeemable preferred securities holders
-
-
-
(66.6
)
12.8
0.6
154.8
60.3
Less amount attributable to
non-controlling interests
(6.3
)
(1.2
)
(60.3
)
(24.6
)
Free cash flow available to shareholders
6.5
(0.5
)
94.5
35.7
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
September 30, 2023
December 31, 2022
September 30, 2022
Assets
Current assets:
Cash
161,707
136,772
135,797
Accounts receivable
114,818
95,790
83,182
Unbilled revenue
48,132
41,036
44,335
Inventories
4,797
1,419
1,336
Other assets
59,685
34,778
35,413
389,139
309,795
300,063
Non-current assets:
Property and equipment
19,437
19,579
19,328
Right of use assets
55,631
54,412
56,854
Deferred income taxes
5,148
19,978
9,135
Other assets
13,540
17,030
16,439
Intangible assets
917,219
874,000
896,251
1,010,976
984,999
998,007
Total assets
1,400,115
1,294,794
1,298,070
Liabilities and Shareholders' Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of term and other loans
175,845
201,275
156,945
Loan from CSI
-
30,867
33,707
Accounts payable and accrued liabilities
172,183
174,824
139,581
Deferred revenue
179,833
116,989
152,486
Provisions
1,208
1,884
1,186
Acquisition holdback payables
9,875
14,009
14,527
Lease obligations
19,055
18,824
19,040
Income taxes payable
19,689
11,467
16,826
577,688
570,141
534,299
Non-current liabilities:
Term and other loans
65,468
41,280
106,201
Deferred income taxes
138,752
150,521
147,642
Acquisition holdback payables
1,529
2,316
2,578
Lease obligations
37,665
36,634
38,931
Other liabilities
26,787
26,118
23,879
270,201
256,869
319,231
Total liabilities
847,889
827,009
853,530
Shareholders' Equity:
Capital stock
39,412
39,412
39,412
Accumulated other comprehensive income (loss)
839
(232
)
1,828
Retained earnings (deficit)
273,519
226,919
205,812
Non-controlling interests
238,456
201,685
197,488
552,226
467,784
444,541
Total liabilities and shareholders' equity
1,400,115
1,294,794
1,298,070

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,
2023
2022
2023
2022
Revenue
License
7,513
6,409
22,338
18,294
Professional services
72,104
59,576
213,418
166,165
Hardware and other
3,906
2,039
10,291
6,573
Maintenance and other recurring
195,286
160,565
569,276
461,940
278,810
228,589
815,322
652,972
Expenses
Staff
152,862
128,687
458,811
364,392
Hardware
2,988
1,575
7,111
3,809
Third party license, maintenance and professional services
22,265
18,602
64,153
54,701
Occupancy
679
2,039
5,705
5,379
Travel, telecommunications, supplies, software and equipment
11,140
8,399
31,407
22,947
Professional fees
3,815
3,960
12,653
11,536
Other, net
3,303
3,722
10,481
12,903
Depreciation
7,718
7,333
22,708
20,536
Amortization of intangible assets
31,874
28,905
89,820
77,894
236,644
203,222
702,848
574,098
Finance and other expenses (income)
5,308
1,700
14,705
3,380
5,308
1,700
14,705
3,380
Income (loss) before income taxes
36,857
23,666
97,769
75,494
Current income tax expense (recovery)
14,317
11,934
41,543
34,198
Deferred income tax expense (recovery)
(5,805
)
(6,690
)
(16,699
)
(17,584
)
Income tax expense (recovery)
8,512
5,245
24,844
16,614
Net income (loss)
28,345
18,421
72,926
58,880
Net income (loss) attributable to:
Equity holders of Topicus
17,983
11,834
46,455
35,931
Non-controlling interests
10,362
6,587
26,471
22,949
Net income (loss)
28,345
18,421
72,926
58,880
Weighted average shares
Basic shares outstanding
81,889,764
80,477,481
81,889,764
80,168,445
Diluted shares outstanding
129,841,819
129,841,819
129,841,819
129,841,819
Earnings (loss) per common share of Topicus
Basic
0.22
0.15
0.57
0.45
Diluted
0.22
0.15
0.57
0.45

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,
2023
2022
2023
2022
Net income (loss)
28,345
18,421
72,926
58,880
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other
481
1,742
2,684
6,613
Other comprehensive (loss) income for the period, net of income tax
481
1,742
2,684
6,613
Total comprehensive income (loss) for the period
28,826
20,164
75,610
65,493
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus
(5
)
252
1,078
2,208
Non-controlling interests
486
1,490
1,606
4,405
Total other comprehensive income (loss)
481
1,742
2,684
6,613
Total comprehensive income (loss) attributable to:
Equity holders of Topicus
17,978
12,086
47,533
38,138
Non-controlling interests
10,848
8,078
28,076
27,354
Total comprehensive income (loss)
28,826
20,164
75,610
65,493

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, 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)
-
-
-
-
46,455
46,455
26,471
72,926
Other comprehensive income (loss)
Foreign currency translation differences from foreign operations and other, net of income tax
-
-
-
1,078
-
1,078
1,606
2,684
Total other comprehensive income (loss) for the period
-
-
-
1,078
-
1,078
1,606
2,684
Total comprehensive income (loss) for the period
-
-
-
1,078
46,455
47,533
28,076
75,610
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity
-
-
-
(7
)
144
138
(196
)
(58
)
Contribution by non-controlling interests
-
-
-
-
-
-
9,617
9,617
Dividends paid to non-controlling interests
-
-
-
-
-
-
(726
)
(726
)
Balance at September 30, 2023
-
39,412
-
839
273,519
313,770
238,456
552,226

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, 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)
-
-
-
-
35,931
35,931
22,949
58,880
Other comprehensive income (loss)
Foreign currency translation differences from foreign operations and other
-
-
-
2,208
-
2,208
4,405
6,613
Total other comprehensive income (loss) for the period
-
-
-
2,208
-
2,208
4,405
6,613
Total comprehensive income (loss) for the period
-
-
-
2,208
35,931
38,138
27,354
65,493
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
)
(166
)
(189
)
24,478
24,289
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
-
-
-
-
1,919
1,919
(1,919
)
-
Balance at September 30, 2022
-
39,412
-
1,828
205,812
247,052
197,488
444,541


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,
2023
2022
2023
2022
Cash flows from (used in) operating activities:
Net income (loss)
28,345
18,421
72,926
58,880
Adjustments for:
Depreciation
7,718
7,333
22,708
20,536
Amortization of intangible assets
31,874
28,905
89,820
77,894
Finance and other expenses (income)
5,308
1,700
14,705
3,380
Income tax expense (recovery)
8,512
5,245
24,844
16,614
Change in non-cash operating assets and liabilities
exclusive of effects of business combinations
(42,776
)
(40,471
)
(1,642
)
8,517
Income taxes (paid) received
(13,463
)
(10,211
)
(39,216
)
(30,884
)
Net cash flows from (used in) operating activities
25,518
10,922
184,145
154,937
Cash flows from (used in) financing activities:
Interest paid on lease obligations
(375
)
(310
)
(1,029
)
(866
)
Interest paid on other facilities
(4,801
)
(3,430
)
(11,366
)
(7,417
)
Proceeds from sale of interest rate cap
(707
)
-
4,809
-
Net increase (decrease) in Topicus Revolving Credit Facility
5,000
5,000
40,000
105,000
Proceeds from issuance of term and other loans
4,954
7,808
31,172
8,154
Repayment of loan from CSI
(29,878
)
-
(29,878
)
-
Increase (decrease) in loan from Vela Software Group
1,810
(7,904
)
1,342
(1,817
)
Contribution from Vela Software Group into GeoSoftware and Geoactive
9,617
-
9,617
-
Contribution from Vela Software Group towards the acquisition of Geoactive
-
7,905
-
7,905
Repayments of term and other loans
(4,232
)
(2,706
)
(77,173
)
(4,375
)
Credit facility transaction costs
-
(145
)
(238
)
(145
)
Payments of lease obligations
(5,475
)
(5,203
)
(16,280
)
(14,777
)
Other financing activities
(24
)
(15
)
(24
)
(595
)
Dividends to non-controlling interests
-
-
(726
)
-
Dividends paid to redeemable preferred securities holders
-
-
-
(66,614
)
Net cash flows from (used in) in financing activities
(24,112
)
1,000
(49,775
)
24,452
Cash flows from (used in) investing activities:
Acquisition of businesses
(7,190
)
(35,660
)
(95,238
)
(143,319
)
Cash obtained with acquired businesses
1,443
9,872
7,026
37,484
Post-acquisition settlement payments, net of receipts
(4,845
)
(8,869
)
(15,900
)
(11,300
)
Interest, dividends and other proceeds received
-
-
-
3,028
Property and equipment purchased
(1,381
)
(1,197
)
(5,249
)
(4,810
)
Net cash flows from (used in) investing activities
(11,973
)
(35,853
)
(109,362
)
(118,918
)
Effect of foreign currency on
cash and cash equivalents
(41
)
0
(73
)
0
Increase (decrease) in cash
(10,608
)
(23,931
)
24,935
60,471
Cash, beginning of period
172,315
159,728
136,772
75,326
Cash, end of period
161,707
135,797
161,707
135,797


Stock Information

Company Name: Topicus.Com Inc.
Stock Symbol: TOI:CC
Market: TSXVC
Website: topicus.com

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