CSU Constellation Software Inc

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, 2024. 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, 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.

Q4 2024 Headlines:

• Revenue increased 18% (5% organic growth) to €364.9 million compared to €309.7 million in Q4 2023.
• Net income increased 32% to €56.2 million (€0.40 on a diluted per share basis) from €42.5 million (€0.31 on a diluted per share basis) in Q4 2023.
• Acquisitions were completed for aggregate cash consideration of €47.9 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €6.7 million resulting in total consideration of €54.6 million.
• Cash flows from operations (“CFO”) increased 28% to €79.6 million compared to €62.4 million in Q4 2023.
• Free cash flow available to shareholders1 (“FCFA2S”) increased 27% to €36.6 million compared to €28.9 million in Q4 2023.

2024 Headlines:

• Revenue increased 15% (5% organic growth) to €1,294.9 million compared to €1,125.0 million in 2023.
• Net income increased 30% to €149.5 million (€1.11 on a diluted per share basis) from €115.4 million (€0.88 on a diluted per share basis) in 2023.
• A number of acquisitions were completed for total consideration of €153.4 million including holdbacks and contingent consideration.
• Cash flows from operations (“CFO”) increased 41% to €347.6 million compared to €246.6 million in 2023.
• Free cash flow available to shareholders1 (“FCFA2S”) increased 44% to €177.4 million compared to €123.4 million in 2023.

Total revenue for the quarter ended December 31, 2024 was €364.9 million, an increase of 18%, or €55.2 million, compared to €309.7 million for the comparable period in 2023. For the year ended December 31, 2024 total revenues were €1,294.9 million, an increase of 15%, or €169.9 million, compared to €1,125.0 million for the comparable period in 2023. The increase for both the three months and 12 months ended December 31, 2024 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 each of the 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 December 31, 2024 increased €13.7 million to €56.2 million compared to €42.5 million for the same period in 2023. On a per share basis, this translated into net income per basic and diluted share of €0.40 in the quarter ended December 31, 2024 compared to €0.31 for the same period in 2023. For the twelve months ended December 31, 2024 net income increased €34.1 million to €149.5 million compared to €115.4 million for the same period in 2023. On a per share basis, this translated into net income per basic and diluted share of €1.11 in the twelve months ended December 31, 2024 compared to €0.88 for the same period in 2023.

For the quarter ended December 31, 2024, CFO increased €17.2 million to €79.6 million compared to €62.4 million for the same period in 2023 representing an increase of 28%. 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 twelve months ended December 31, 2024, CFO increased €101.1 million to €347.6 million compared to €246.6 million for the same period in 2023 representing an increase of 41%.

For the quarter ended December 31, 2024, FCFA2S increased €7.7 million to €36.6 million compared to €28.9 million for the same period in 2023 representing an increase of 27%. For the twelve months ended December 31, 2024, FCFA2S increased €54.0 million to €177.4 million compared to €123.4 million for the same period in 2023 representing an increase of 44%.

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 December 31,							Year ended December 31,
			2024		2023					2024		2023
		(€ in millions)							(€ in millions)
Net cash flows from operating activities			79.6		62.4					347.6		246.6
Adjusted for:
Interest paid on lease obligations			(0.6	)	(0.4	)				(2.1	)	(1.4	)
Interest paid on other facilities			(5.7	)	(4.4	)				(21.1	)	(15.8	)
Proceeds from sale of interest rate cap			-		-					-		4.8
Credit facility transaction costs			(0.3	)	(0.0	)				(1.3	)	(0.3	)
Payments of lease obligations			(6.5	)	(5.5	)				(24.6	)	(21.8	)
Property and equipment purchased			(1.9	)	(2.5	)				(8.3	)	(7.8	)
			64.5		49.5					290.3		204.3
Less amount attributable to
non-controlling interests			(27.9	)	(20.6	)				(112.9	)	(81.0	)
Free cash flow available to shareholders			36.6		28.9					177.4		123.4
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 BakshChief Financial Officer jbaksh@csisoftware.cominfo@topicus.comwww.topicus.com

SOURCE: 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, 2024	December 31, 2023
Assets
Current assets:
	Cash			206,157	179,059
	Accounts receivable			142,791	134,079
	Unbilled revenue			45,415	44,838
	Inventories			4,930	4,517
	Other assets			55,107	55,250
				454,400	417,742
Non-current assets:
	Property and equipment			23,245	20,030
	Right of use assets			75,666	61,066
	Deferred income taxes			19,905	16,412
	Other assets			11,983	13,824
	Intangible assets			950,670	903,709
				1,081,470	1,015,042
Total assets				1,535,870	1,432,784
Liabilities and Shareholders' Equity
Current liabilities:
	Topicus Revolving Credit Facility and current portion of term and other loans			225,718	161,077
	Accounts payable and accrued liabilities			250,361	211,423
	Deferred revenue			166,593	138,854
	Provisions			2,582	1,708
	Acquisition holdback payables			13,073	12,292
	Lease obligations			23,629	20,614
	Income taxes payable			18,233	20,068
				700,189	566,035
Non-current liabilities:
	Term and other loans			49,300	64,615
	Deferred income taxes			145,911	137,155
	Acquisition holdback payables			10,061	1,339
	Lease obligations			53,188	41,524
	Other liabilities			45,825	29,632
				304,285	274,266
Total liabilities				1,004,474	840,301
Shareholders' Equity:
	Capital stock			39,412	39,412
	Accumulated other comprehensive income (loss)			5,584	2,390
	Retained earnings			266,281	297,382
	Non-controlling interests			220,119	253,299
				531,396	592,483
Total liabilities and shareholders' equity				1,535,870	1,432,784

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,
			2024			2023
Revenue
License			43,507			35,458
Professional services			326,877			297,669
Hardware and other			24,819			18,045
Maintenance and other recurring			899,659			773,801
			1,294,862			1,124,973
Expenses
Staff			706,579			625,200
Hardware			16,851			12,068
Third party license, maintenance and professional services			100,085			88,074
Occupancy			10,951			8,351
Travel, telecommunications, supplies, software and equipment			50,382			43,639
Professional fees			20,722			15,318
Other, net			13,427			15,422
Depreciation			34,088			30,586
Amortization of intangible assets			135,499			121,124
			1,088,584			959,782
Impairment of intangible and other non-financial assets			617			-
Bargain purchase (gain)			(517	)		-
Finance and other expenses (income)			22,705			20,426
			22,804			20,426
Income (loss) before income taxes			183,474			144,766
Current income tax expense (recovery)			62,413			53,098
Deferred income tax expense (recovery)			(28,410	)		(23,759	)
Income tax expense (recovery)			34,004			29,338
Net income (loss)			149,470			115,427
Net income (loss) attributable to:
Equity holders of Topicus			91,994			71,753
Non-controlling interests			57,476			43,674
Net income (loss)			149,470			115,427
Weighted average shares
Basic shares outstanding			82,766,336			81,889,764
Diluted shares outstanding			129,841,819			129,841,819
Earnings (loss) per common share of Topicus
Basic			1.11			0.88
Diluted			1.11			0.88

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,
			2024		2023
Net income (loss)			149,470		115,427
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other			7,241		2,344
Other comprehensive (loss) income for the period, net of income tax			7,241		2,344
Total comprehensive income (loss) for the period			156,711		117,771
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus			3,193		1,201
Non-controlling interests			4,048		1,143
Total other comprehensive income (loss)			7,241		2,344
Total comprehensive income (loss) attributable to:
Equity holders of Topicus			95,187		72,954
Non-controlling interests			61,524		44,817
Total comprehensive income (loss)			156,711		117,771

Topicus.com Inc.
Consolidated Statement of Changes in Shareholders' Equity
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31, 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)		-	-	91,994		91,994		57,476		149,470
Other comprehensive income (loss)
Foreign currency translation differences from
	foreign operations and other, net of income tax	-	3,193	-		3,193		4,048		7,241
Total other comprehensive income (loss)
	for the period	-	3,193	-		3,193		4,048		7,241
Total comprehensive income (loss) for the period		-	3,193	91,994		95,187		61,524		156,711
Transactions with owners, recorded directly in equity
	Other movements in non-controlling interests and equity	-	-	(251	)	(251	)	(369	)	(620	)
	Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus	-	-	4,797		4,797		(4,797	)	-
	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	-	-	-		-		(80,489	)	(80,489	)
Balance at December 31, 2024		39,412	5,584	266,281		311,277		220,119		531,396

Topicus.com Inc.
Consolidated Statement of Changes in Shareholders' Equity
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31, 2023
		Capital Stock	Accumulated other comprehensive (loss) income		Retained earnings		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)		-	-		71,753		71,753	43,674		115,427
Other comprehensive income (loss)
Foreign currency translation differences from
	foreign operations and other, net of income tax	-	1,201		-		1,201	1,143		2,344
Total other comprehensive income (loss) for the period		-	1,201		-		1,201	1,143		2,344
Total comprehensive income (loss) for the period		-	1,201		71,753		72,954	44,817		117,771
Transactions with owners, recorded directly in equity
	Other movements in non-controlling interests and equity	-	1,422		(1,290	)	131	(203	)	(72	)
	Contribution by non-controlling interests	-	-		-		-	9,617		9,617
	Acquisition of non-controlling interests	-	-		-		-	(803	)	(803	)
	Dividends paid to non-controlling interests	-	-		-		-	(1,814	)	(1,814	)
Balance at December 31, 2023		39,412	2,390		297,382		339,185	253,299		592,483

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,
				2024			2023
Cash flows from (used in) operating activities:
	Net income (loss)			149,470			115,427
	Adjustments for:
		Depreciation		34,088			30,586
		Amortization of intangible assets		135,499			121,124
		Impairment of intangible and other non-financial assets		617			-
		Bargain purchase (gain)		(517	)		-
		Finance and other expenses (income)		22,705			20,426
		Income tax expense (recovery)		34,004			29,338
	Change in non-cash operating assets and liabilities
		exclusive of effects of business combinations		27,106			(20,062	)
	Income taxes (paid) received			(55,344	)		(50,281	)
	Net cash flows from (used in) operating activities			347,627			246,558
Cash flows from (used in) financing activities:
	Interest paid on lease obligations			(2,054	)		(1,422	)
	Interest paid on other facilities			(21,124	)		(15,779	)
	Proceeds from sale of interest rate cap			-			4,809
	Net increase (decrease) in Topicus Revolving Credit Facility			65,000			25,000
	Proceeds from issuance of term and other loans			30,238			37,010
	Increase (decrease) in bank indebtedness			7,873			-
	Repayment of loan from CSI			-			(29,878	)
	Increase (decrease) in loan from Vela Software Group			(300	)		1,342
	Contribution from Vela Software Group into GeoSoftware and Geoactive			-			9,617
	Return of capital to non-controlling interests			(9,048	)		-
	Repayments of term and other loans			(47,786	)		(84,226	)
	Credit facility transaction costs			(1,321	)		(278	)
	Payments of lease obligations			(24,594	)		(21,784	)
	Other financing activities			(356	)		(573	)
	Dividends paid to non-controlling interests			(80,489	)		(1,814	)
	Dividends paid to shareholders of the Company			(127,641	)		-
	Net cash flows from (used in) in financing activities			(211,602	)		(77,977	)
Cash flows from (used in) investing activities:
	Acquisition of businesses			(112,952	)		(113,846	)
	Cash obtained with acquired businesses			35,532			12,291
	Post-acquisition settlement payments, net of receipts			(22,385	)		(17,622	)
	Purchases of other investments			-			(248	)
	(Increase) decrease in restricted cash			(2,128	)		-
	Property and equipment purchased			(8,283	)		(7,778	)
	Net cash flows from (used in) investing activities			(110,217	)		(127,203	)
Effect of foreign currency on
	cash and cash equivalents			1,291			909
Increase (decrease) in cash				27,099			42,287
Cash, beginning of period				179,059			136,772
Cash, end of period				206,157			179,059