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Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Fourth Quarter and Year Ended December 31, 2023

V.TOI

TORONTO, Feb. 13, 2024 (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, 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 Annual Consolidated Financial Statements of Topicus.com Inc. (or the “Company”) for the year ended December 31, 2023, 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, 2023, 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 2023 Headlines:

  • Revenue increased 17% (7% organic growth) to €309.7 million compared to €263.7 million in Q4 2022.
  • Net income increased to €42.5 million (€0.31 on a diluted per share basis) from €28.7 million (€0.21 on a diluted per share basis).
  • Acquisitions were completed for aggregate cash consideration of €18.6 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €9.9 million resulting in total consideration of €28.5 million.
  • Cash flows from operations (“CFO”) increased €14.3 million to €62.4 million compared to €48.1 million in Q4 2022 representing an increase of 30%.
  • Free cash flow available to shareholders1 (“FCFA2S”) increased €10.1 million to €28.9 million compared to €18.8 in Q4 2022 representing an increase of 54%.

2023 Headlines:

  • Revenue increased 23% (7% organic growth) to €1,125 million compared to €916.7 million in 2022.
  • Net income was €115.4 million (€0.88 on a diluted per share basis) compared to net income of €87.6 million (€0.66 on a diluted per share basis) in 2022.
  • A number of acquisitions were completed for total consideration of €132 million including holdbacks and contingent consideration.
  • Cash flows from operations (“CFO”) increased €43.5 million to €246.6 million compared to €203 million in 2022 representing an increase of 21%.
  • Free cash flow available to shareholders1 (“FCFA2S”) increased €68.8 million to €123.4 million compared to €54.5 million in 2022 representing an increase of 126%.

Total revenue for the quarter ended December 31, 2023 was €309.7 million, an increase of 17%, or €45.9 million, compared to €263.7 million for the comparable period in 2022. For the twelve months ended December 31, 2023 total revenues were €1,125.0 million, an increase of 23%, or €208.3 million, compared to €916.7 million for the comparable period in 2022. 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 7% 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 December 31, 2023 increased €13.8 million to €42.5 million compared to €28.7 million for the same period in 2022. On a per share basis, this translated into net income per basic and diluted share of €0.31 in the quarter ended December 31, 2023 compared to net income per basic and diluted share of €0.21 for the same period in 2022. For the twelve months ended December 31, 2023, net income was €115.4 million or €0.88 per basic and diluted share compared to net income of €87.6 million or €0.66 per basic and diluted share for the same period in 2022.

For the quarter ended December 31, 2023, CFO increased €14.3 million to €62.4 million compared to €48.1 million for the same period in 2022 representing an increase of 30%. For the twelve months ended December 31, 2023, CFO increased €43.5 million to €246.6 million compared to €203 million for the same period in 2022 representing an increase of 21%.

For the quarter ended December 31, 2023, FCFA2S increased €10.1 million to €28.9 million compared to €18.8 million for the same period in 2022 representing an increase of 54%. For the twelve months ended December 31, 2023, FCFA2S increased €68.8 million to €123.4 million compared to €54.5 million for the same period in 2022 representing an increase of 126%. The increase for the twelve months ended 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 €28.4 million or 30% for the twelve months ended December 31, 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
December 31,
Year ended
December 31,
2023 2022 2023 2022
(€ in millions) (€ in millions)
Net cash flows from operating activities 62.4 48.1 246.6 203.0
Adjusted for:
Interest paid on lease obligations (0.4 ) (0.3 ) (1.4 ) (1.2 )
Interest paid on other facilities (4.4 ) (4.4 ) (15.8 ) (11.8 )
Proceeds from sale of interest rate cap - - 4.8 -
Credit facility transaction costs (0.0 ) (3.1 ) (0.3 ) (3.2 )
Payments of lease obligations (5.5 ) (5.2 ) (21.8 ) (20.0 )
Property and equipment purchased (2.5 ) (2.5 ) (7.8 ) (7.3 )
Dividends paid to redeemable preferred securities holders - - - (66.6 )
49.5 32.5 204.3 92.8
Less amount attributable to non-controlling interests (20.6 ) (13.7 ) (81.0 ) (38.3 )
Free cash flow available to shareholders 28.9 18.8 123.4 54.5
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
info@topicus.com
www.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, 2023 December 31, 2022
Assets
Current assets:
Cash 179,059 136,772
Accounts receivable 134,079 95,790
Unbilled revenue 44,838 41,036
Inventories 4,517 1,419
Other assets 55,250 34,778
417,742 309,795
Non-current assets:
Property and equipment 20,030 19,579
Right of use assets 61,066 54,412
Deferred income taxes 16,412 19,978
Other assets 13,824 17,030
Intangible assets 906,082 874,000
1,017,415 984,999
Total assets 1,435,157 1,294,794
Liabilities and Shareholders' Equity
Current liabilities:
Topicus Revolving Credit Facility and current portion of term and other loans 161,077 201,275
Loan from CSI - 30,867
Accounts payable and accrued liabilities 211,423 174,824
Deferred revenue 138,854 116,989
Provisions 1,708 1,884
Acquisition holdback payables 12,292 14,009
Lease obligations 20,614 18,824
Income taxes payable 20,068 11,467
566,035 570,141
Non-current liabilities:
Term and other loans 64,615 41,280
Deferred income taxes 137,155 150,521
Acquisition holdback payables 1,339 2,316
Lease obligations 41,524 36,634
Other liabilities 32,005 26,118
276,639 256,869
Total liabilities 842,674 827,009
Shareholders' Equity:
Capital stock 39,412 39,412
Accumulated other comprehensive income (loss) 2,390 (232 )
Retained earnings (deficit) 297,382 226,919
Non-controlling interests 253,299 201,685
592,483 467,784
Total liabilities and shareholders' equity 1,435,157 1,294,794


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,
2023 2022
Revenue
License 35,458 31,745
Professional services 297,669 239,674
Hardware and other 18,045 10,553
Maintenance and other recurring 773,801 634,710
1,124,973 916,681
Expenses
Staff 625,200 508,721
Hardware 12,068 5,831
Third party license, maintenance and professional services 88,074 76,577
Occupancy 8,351 7,649
Travel, telecommunications, supplies, software and equipment 43,639 32,807
Professional fees 15,318 16,206
Other, net 15,422 20,463
Depreciation 30,586 27,866
Amortization of intangible assets 121,124 107,078
959,782 803,195
Finance and other expenses (income) 20,426 9,068
20,426 9,068
Income (loss) before income taxes 144,766 104,418
Current income tax expense (recovery) 53,098 43,859
Deferred income tax expense (recovery) (23,759 ) (27,051 )
Income tax expense (recovery) 29,338 16,808
Net income (loss) 115,427 87,610
Net income (loss) attributable to:
Equity holders of Topicus 71,753 52,928
Non-controlling interests 43,674 34,682
Net income (loss) 115,427 87,610
Weighted average shares
Basic shares outstanding 81,889,764 80,488,504
Diluted shares outstanding 129,841,819 129,841,819
Earnings (loss) per common share of Topicus
Basic 0.88 0.66
Diluted 0.88 0.66


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,
2023 2022
Net income (loss) 115,427 87,610
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other 2,344 1,264
Other comprehensive (loss) income for the period, net of income tax 2,344 1,264
Total comprehensive income (loss) for the period 117,771 88,874
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus 1,201 148
Non-controlling interests 1,143 1,116
Total other comprehensive income (loss) 2,344 1,264
Total comprehensive income (loss) attributable to:
Equity holders of Topicus 72,954 53,075
Non-controlling interests 44,817 35,798
Total comprehensive income (loss) 117,771 88,874


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
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) - - - - 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 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, 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) - - - - 52,928 52,928 34,682 87,610
Other comprehensive income (loss)
Foreign currency translation differences from foreign operations and other - - - 148 - 148 1,116 1,264 -
Total other comprehensive income (loss) for the period - - - 148 - 148 1,116 1,264
Total comprehensive income (loss) for the period - - - 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 - - (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 Statements of Cash Flows
(In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.)
Year ended December 31,
2023 2022
Cash flows from (used in) operating activities:
Net income (loss) 115,427 87,610
Adjustments for:
Depreciation 30,586 27,866
Amortization of intangible assets 121,124 107,078
Finance and other expenses (income) 20,426 9,068
Income tax expense (recovery) 29,338 16,808
Change in non-cash operating assets and liabilities exclusive of effects of business combinations (20,062 ) 504
Income taxes (paid) received (50,281 ) (45,925 )
Net cash flows from (used in) operating activities 246,558 203,008
Cash flows from (used in) financing activities:
Interest paid on lease obligations (1,422 ) (1,171 )
Interest paid on other facilities (15,779 ) (11,847 )
Proceeds from sale of interest rate cap 4,809 -
Net increase (decrease) in Topicus Revolving Credit Facility 25,000 85,000
Proceeds from issuance of term and other loans 37,010 8,592
Repayment of loan from CSI (29,878 ) -
Increase (decrease) in loan from Vela Software Group 1,342 (1,817 )
Contribution from Vela Software Group into GeoSoftware and Geoactive 9,617 -
Contribution from Vela Software Group towards the acquisition of Geoactive - 7,905
Repayments of term and other loans (84,226 ) (4,375 )
Credit facility transaction costs (278 ) (3,207 )
Payments of lease obligations (21,784 ) (20,025 )
Other financing activities (573 ) (595 )
Dividends to non-controlling interests (1,814 ) -
Dividends paid to redeemable preferred securities holders - (66,614 )
Net cash flows from (used in) in financing activities (77,977 ) (8,155 )
Cash flows from (used in) investing activities:
Acquisition of businesses (113,846 ) (153,828 )
Cash obtained with acquired businesses 12,291 38,126
Post-acquisition settlement payments, net of receipts (17,622 ) (13,430 )
Purchases of other investments (248 ) -
Interest, dividends and other proceeds received - 3,028
Property and equipment purchased (7,778 ) (7,303 )
Net cash flows from (used in) investing activities (127,203 ) (133,407 )
Effect of foreign currency on cash and cash equivalents 909 0
Increase (decrease) in cash 42,287 61,445
Cash, beginning of period 136,772 75,326
Cash, end of period 179,059 136,772

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