(TSX-V:TOI),
TORONTO, Feb. 25, 2026 (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, 2025. 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, 2025, 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, 2025, 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 2025 Headlines:
- Revenue increased 20% (4% organic growth) to EUR436.8 million compared to EUR364.9 million in Q4 2024.
- Net income increased 41% to EUR79.4 million (EUR0.59 on a diluted per share basis) from EUR56.2 million (EUR0.40 on a diluted per share basis) in Q4 2024.
- Acquisitions were completed for aggregate cash consideration of EUR49.9 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of EUR19.9 million resulting in total consideration of EUR69.8 million. The Company also completed a net investment in Asseco Poland S.A. in the amount of EUR216.9 million.
- Cash flows from operations (“CFO”) increased 35% to EUR107.7 million compared to EUR79.6 million in Q4 2024.
- Free cash flow available to shareholders1 (“FCFA2S”) increased 40% to EUR51.2 million compared to EUR36.6 million in Q4 2024.
2025 Headlines:
- Revenue increased 20% (4% organic growth) to EUR1,552.3 million compared to EUR1,294.9 million in 2024.
- Net income decreased 53% to EUR70.1 million (EUR0.50 on a diluted per share basis) from EUR149.5 million (EUR1.11 on a diluted per share basis) in 2024.
- A number of acquisitions were completed for total consideration of EUR390.4 million including holdbacks and contingent consideration. The Company also completed a net investment in Asseco Poland S.A. of EUR384.9 million.
- Cash flows from operations (“CFO”) increased 19% to EUR412.7 million compared to EUR347.6 million in 2024.
- Free cash flow available to shareholders1 (“FCFA2S”) increased 23% to EUR218.7 million compared to EUR177.4 million in 2024.
Total revenue for the quarter ended December 31, 2025 was EUR436.8 million, an increase of 20%, or EUR71.9 million, compared to EUR364.9 million for the comparable period in 2024. For the year ended December 31, 2025 total revenues were EUR1,552.3 million, an increase of 20%, or EUR257.4 million, compared to EUR1,249.9 million for the comparable period in 2024. The increase for both the three months 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 4% 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, 2025 increased EUR23.2 million to EUR79.4 million compared to EUR56.2 million for the same period in 2024 representing an increase of 41%. On a per share basis, this translated into net income per basic and diluted share of EUR0.59 in the quarter ended December 31, 2025 compared to EUR0.40 for the same period in 2024. For the twelve months ended December 31, 2025 net income decreased EUR79.4 million to EUR70.1 million compared to EUR149.5 million for the same period in 2024 representing a decrease of 53%. On a per share basis, this translated into net income per basic and diluted share of EUR0.50 in the twelve months ended December 31, 2025 compared to EUR1.11 for the same period in 2024. The decline for the twelve month period is primarily the result of a EUR221.7 expense associated with electing to record the Q1 2025 investment in Asseco at cost as a result of the application of the equity method of accounting. This expense offsets gains recorded through net income and other comprehensive income during Q1 2025, Q2 2025 and Q3 2025. During the period, the Company also recorded income of EUR119.7 associated with derivatives, fair value related adjustments and a dilution gain associated with Asseco.
For the quarter ended December 31, 2025, CFO increased EUR28.1 million to EUR107.7 million compared to EUR79.6 million for the same period in 2024 representing an increase of 35%. For the twelve months ended December 31, 2025, CFO increased EUR65.0 million to EUR412.7 million compared to EUR347.6 million for the same period in 2024 representing an increase of 19%.
For the quarter ended December 31, 2025, FCFA2S increased EUR14.6 million to EUR51.2 million compared to EUR36.6 million for the same period in 2024 representing an increase of 40%. For the twelve months ended December 31, 2025, FCFA2S increased EUR41.3 million to EUR218.7 million compared to EUR177.4 million for the same period in 2024 representing an increase of 23%.
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, |
|||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| (EUR in millions) | (EUR in millions) | |||||||||||||
| Net cash flows from operating activities | 107.7 | 79.6 | 412.7 | 347.6 | ||||||||||
| Adjusted for: | ||||||||||||||
| Interest paid on lease obligations | (0.9 | ) | (0.6 | ) | (3.1 | ) | (2.1 | ) | ||||||
| Interest paid on other facilities | (13.0 | ) | (5.7 | ) | (24.9 | ) | (21.1 | ) | ||||||
| Credit facility transaction costs | – | (0.3 | ) | (3.5 | ) | (1.3 | ) | |||||||
| Payments of lease obligations | (8.3 | ) | (6.5 | ) | (30.1 | ) | (24.6 | ) | ||||||
| Property and equipment purchased | (2.3 | ) | (1.9 | ) | (10.7 | ) | (8.3 | ) | ||||||
| Interest and dividends received | 1.4 | – | 9.5 | – | ||||||||||
| 84.6 | 64.5 | 350.0 | 290.3 | |||||||||||
| Less amount attributable to non-controlling interests | (33.4 | ) | (27.9 | ) | (131.4 | ) | (112.9 | ) | ||||||
| Free cash flow available to shareholders | 51.2 | 36.6 | 218.7 | 177.4 | ||||||||||
| 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 Baksh
Chief Financial Officer
jbaksh@csisoftware.com
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, 2025 | December 31, 2024 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash | 326,686 | 206,157 | |||||
| Accounts receivable | 175,613 | 142,791 | |||||
| Unbilled revenue | 53,909 | 45,415 | |||||
| Inventories | 7,057 | 4,930 | |||||
| Other assets | 67,969 | 55,107 | |||||
| 631,234 | 454,400 | ||||||
| Non-current assets: | |||||||
| Property and equipment | 27,343 | 23,245 | |||||
| Right of use assets | 96,656 | 75,666 | |||||
| Deferred income taxes | 23,494 | 19,905 | |||||
| Investments accounted for using the equity method | 515,368 | 2,549 | |||||
| Other assets | 17,790 | 9,433 | |||||
| Intangible assets | 1,201,287 | 950,670 | |||||
| 1,881,939 | 1,081,470 | ||||||
| Total assets | 2,513,173 | 1,535,870 | |||||
| Liabilities and Shareholders' Equity | |||||||
| Current liabilities: | |||||||
| Topicus Revolving Credit Facility and current portion of Term and other loans | 345,324 | 225,718 | |||||
| Accounts payable and accrued liabilities | 365,229 | 250,361 | |||||
| Deferred revenue | 207,140 | 166,593 | |||||
| Provisions | 3,548 | 2,582 | |||||
| Acquisition holdback payables | 23,740 | 13,073 | |||||
| Lease obligations | 30,915 | 23,629 | |||||
| Income taxes payable | 39,201 | 18,233 | |||||
| 1,015,098 | 700,189 | ||||||
| Non-current liabilities: | |||||||
| Term and other loans | 347,218 | 49,300 | |||||
| Deferred income taxes | 188,313 | 145,911 | |||||
| Acquisition holdback payables | 40,133 | 10,061 | |||||
| Lease obligations | 67,436 | 53,188 | |||||
| Other liabilities | 73,166 | 45,825 | |||||
| 716,266 | 304,285 | ||||||
| Total liabilities | 1,731,363 | 1,004,474 | |||||
| Shareholders' Equity: | |||||||
| Capital stock | 39,412 | 39,412 | |||||
| Accumulated other comprehensive income (loss) | 124,611 | 5,584 | |||||
| Retained earnings | 309,801 | 266,281 | |||||
| Non-controlling interests | 307,985 | 220,119 | |||||
| 781,810 | 531,396 | ||||||
| Total liabilities and shareholders' equity | 2,513,173 | 1,535,870 | |||||
| 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, | ||||||
| 2025 | 2024 | |||||
| Revenue | ||||||
| License | 43,891 | 43,507 | ||||
| Professional services | 371,935 | 326,877 | ||||
| Hardware and other | 39,410 | 24,819 | ||||
| Maintenance and other recurring | 1,097,066 | 899,659 | ||||
| 1,552,302 | 1,294,862 | |||||
| Expenses | ||||||
| Staff | 835,097 | 706,579 | ||||
| Hardware | 23,994 | 16,851 | ||||
| Third party license, maintenance and professional services | 133,306 | 100,085 | ||||
| Occupancy | 11,807 | 10,951 | ||||
| Travel, telecommunications, supplies, software and equipment | 64,187 | 50,382 | ||||
| Professional fees | 23,667 | 20,722 | ||||
| Other, net | 22,373 | 13,427 | ||||
| Depreciation | 41,726 | 34,088 | ||||
| Amortization of intangible assets | 162,554 | 135,499 | ||||
| 1,318,710 | 1,088,584 | |||||
| Impairment of intangible and other non-financial assets | 533 | 617 | ||||
| Bargain purchase (gain) | (154 | ) | (517 | ) | ||
| Finance and other (income) expenses | (98,021 | ) | (4,193 | ) | ||
| (Increase) decrease in the fair value of equity securities | (32,789 | ) | – | |||
| Revaluation of investment accounted for using the equity method to cost | 221,748 | – | ||||
| Finance costs | 34,046 | 26,897 | ||||
| 125,364 | 22,804 | |||||
| Income (loss) before income taxes | 108,229 | 183,474 | ||||
| Current income tax expense (recovery) | 74,724 | 62,413 | ||||
| Deferred income tax expense (recovery) | (36,555 | ) | (28,410 | ) | ||
| Income tax expense (recovery) | 38,169 | 34,004 | ||||
| Net income (loss) | 70,060 | 149,470 | ||||
| Net income (loss) attributable to: | ||||||
| Equity holders of Topicus | 41,760 | 91,994 | ||||
| Non-controlling interests | 28,300 | 57,476 | ||||
| Net income (loss) | 70,060 | 149,470 | ||||
| Weighted average shares | ||||||
| Basic shares outstanding | 83,212,381 | 82,766,336 | ||||
| Diluted shares outstanding | 129,841,819 | 129,841,819 | ||||
| Earnings (loss) per common share of Topicus | ||||||
| Basic | 0.50 | 1.11 | ||||
| Diluted | 0.50 | 1.11 | ||||
| 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, | ||||||
| 2025 | 2024 | |||||
| Net income (loss) | 70,060 | 149,470 | ||||
| Items that are or may be reclassified subsequently to net income (loss): | ||||||
| Foreign currency translation differences from foreign operations and other | (5,140 | ) | 7,241 | |||
| Items that will not be reclassified to net income (loss): | ||||||
| Changes in the fair value of equity investments at FVOCI | 188,959 | – | ||||
| Other comprehensive (loss) income for the period, net of income tax | 183,819 | 7,241 | ||||
| Total comprehensive income (loss) for the period | 253,879 | 156,711 | ||||
| Total other comprehensive income (loss) attributable to: | ||||||
| Equity holders of Topicus | 118,994 | 3,193 | ||||
| Non-controlling interests | 64,825 | 4,048 | ||||
| Total other comprehensive income (loss) | 183,819 | 7,241 | ||||
| Total comprehensive income (loss) attributable to: | ||||||
| Equity holders of Topicus | 160,754 | 95,187 | ||||
| Non-controlling interests | 93,125 | 61,524 | ||||
| Total comprehensive income (loss) | 253,879 | 156,711 | ||||
| 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, 2025 | ||||||||||||||||||
| Capital Stock |
Accumulated other comprehensive (loss) income |
Retained earnings |
Total |
Non-controlling interests | Total equity | |||||||||||||
| Balance at January 1, 2025 | 39,412 | 5,584 | 266,281 | 311,277 | 220,119 | 531,396 | ||||||||||||
| Total comprehensive income (loss) for the period: | ||||||||||||||||||
| Net income (loss) | – | – | 41,760 | 41,760 | 28,300 | 70,060 | ||||||||||||
| Foreign currency translation differences from foreign operations and other, net of income tax and changes in the fair value of equity investments at FVOCI | – | 118,994 | – | 118,994 | 64,825 | 183,819 | ||||||||||||
| Total other comprehensive income (loss) for the period | – | 118,994 | – | 118,994 | 64,825 | 183,819 | ||||||||||||
| Total comprehensive income (loss) for the period | – | 118,994 | 41,760 | 160,754 | 93,125 | 253,879 | ||||||||||||
| Transactions with owners, recorded directly in equity | ||||||||||||||||||
| Other movements in non-controlling interests and equity | – | 34 | 128 | 161 | 65 | 226 | ||||||||||||
| Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus | – | – | 1,633 | 1,633 | (1,633 | ) | – | |||||||||||
| Dividends paid to non-controlling interests | – | – | – | – | (3,692 | ) | (3,692 | ) | ||||||||||
| Balance at December 31, 2025 | 39,412 | 124,611 | 309,801 | 473,825 | 307,985 | 781,810 | ||||||||||||
| 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, 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 Statements of Cash Flows | ||||||||
| (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) | ||||||||
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from (used in) operating activities: | ||||||||
| Net income (loss) | 70,060 | 149,470 | ||||||
| Adjustments for: | ||||||||
| Depreciation | 41,726 | 34,088 | ||||||
| Amortization of intangible assets | 162,554 | 135,499 | ||||||
| Impairment of intangible and other non-financial assets | 533 | 617 | ||||||
| Bargain purchase (gain) | (154 | ) | (517 | ) | ||||
| Finance and other expenses (income) | (98,021 | ) | (4,193 | ) | ||||
| (Increase) decrease in the fair value of equity securities | (32,789 | ) | – | |||||
| Finance costs | 34,046 | 26,897 | ||||||
| Revaluation of investments accounted for using the equity method to cost | 221,748 | – | ||||||
| Income tax expense (recovery) | 38,169 | 34,004 | ||||||
| Change in non-cash operating assets and liabilities | ||||||||
| exclusive of effects of business combinations | 28,402 | 27,106 | ||||||
| Income taxes (paid) received | (53,598 | ) | (55,344 | ) | ||||
| Net cash flows from (used in) operating activities | 412,676 | 347,627 | ||||||
| Cash flows from (used in) financing activities: | ||||||||
| Interest paid on lease obligations | (3,056 | ) | (2,054 | ) | ||||
| Interest paid on other facilities | (24,861 | ) | (21,124 | ) | ||||
| Net increase (decrease) in Topicus Revolving Credit Facility | 115,000 | 65,000 | ||||||
| Proceeds from issuance of Loan | 200,000 | – | ||||||
| Proceeds from issuance of term and other loans | 127,691 | 30,238 | ||||||
| Increase (decrease) in bank indebtedness | 22,518 | 7,873 | ||||||
| Increase (decrease) in loan from Vela Software Group | (287 | ) | (300 | ) | ||||
| Return of capital to non-controlling interests | – | (9,048 | ) | |||||
| Repayments of term and other loans | (18,639 | ) | (47,786 | ) | ||||
| Credit facility transaction costs | (3,468 | ) | (1,321 | ) | ||||
| Payments of lease obligations | (30,139 | ) | (24,594 | ) | ||||
| Other financing activities | – | (356 | ) | |||||
| Dividends paid to non-controlling interests | (3,692 | ) | (80,489 | ) | ||||
| Dividends paid to shareholders of the Company | – | (127,641 | ) | |||||
| Net cash flows from (used in) in financing activities | 381,069 | (211,602 | ) | |||||
| Cash flows from (used in) investing activities: | ||||||||
| Acquisition of businesses (note 4) | (311,003 | ) | (112,952 | ) | ||||
| Cash obtained with acquired businesses | 62,707 | 35,532 | ||||||
| Post-acquisition settlement payments, net of receipts | (25,550 | ) | (22,385 | ) | ||||
| Purchase of equity securities of Asseco Poland S.A. | (413,246 | ) | – | |||||
| Transaction fees associated with the acquition of Asseco Poland S.A. | (8,618 | ) | – | |||||
| Proceeds from sale of equity securities of Asseco Poland S.A. | 28,368 | – | ||||||
| (Increase) decrease in restricted cash | (1,555 | ) | (2,128 | ) | ||||
| Interest, dividends and other proceeds received, net of income taxes paid | 9,545 | – | ||||||
| Property and equipment purchased | (10,653 | ) | (8,283 | ) | ||||
| Net cash flows from (used in) investing activities | (670,005 | ) | (110,217 | ) | ||||
| Effect of foreign currency on | ||||||||
| cash and cash equivalents | (3,211 | ) | 1,291 | |||||
| Increase (decrease) in cash | 120,529 | 27,099 | ||||||
| Cash, beginning of period | 206,157 | 179,059 | ||||||
| Cash, end of period | 326,686 | 206,157 | ||||||
