Constellation Software Inc. and Topicus.com Inc. Announce Results for Topicus.com Inc. for the Second Quarter Ended June 30, 2026

TORONTO, Aug. 05, 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 second quarter ended June 30, 2026. 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, 2026 and the accompanying notes, our Management’s Discussion and Analysis for the three and six months ended June 30, 2026 and the Annual Consolidated Financial Statements of Topicus.com Inc. 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.

Q2 2026 Headlines:

• Revenue increased 18% (4% organic growth) to €437.3 million compared to €372.0 million in Q2 2025.
• Net income increased 14% to €47.3 million (€0.36 on a diluted per share basis) from €41.5 million (€0.31 on a diluted per share basis).
• Acquisitions were completed for aggregate cash consideration of €31.2 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €9.0 million resulting in total consideration of €40.2 million.
• Cash flows from operations (“CFO”) increased €2.3 million to negative €12.7 million compared to negative €14.9 million in Q2 2025.
• Free cash flow available to shareholders¹ (“FCFA2S”) increased €31.3 million to €14.6 million compared to negative €16.7 million in Q2 2025.
  
  

Total revenue for the quarter ended June 30, 2026 was €437.3 million, an increase of 18%, or €65.2 million, compared to €372.0 million for the comparable period in 2025. For the first six months of 2026 total revenues were €872.9 million, an increase of 20%, or €145.3 million, compared to €727.6 million for the comparable period in 2025. 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 4% and 5% respectively. 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, 2026 increased €5.8 million to €47.3 million compared to €41.5 million for the same period in 2025. On a per share basis, this translated into net income per basic and diluted share of €0.36 in the quarter ended June 30, 2026 compared to €0.31 for the same period in 2025. For the six months ended June 30, 2026 net income decreased €9.2 million to €102.4 million compared to €111.6 million for the same period in 2025. On a per share basis, this translated into net income per basic and diluted share of €0.77 in the six months ended June 30, 2026 compared to €0.85 for the same period in 2025.

For the quarter ended June 30, 2026, CFO were negative €12.7 million compared to negative €14.9 million for the same period in 2025. 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, 2026, CFO increased €11.3 million to €267.8 million compared to €256.5 million for the same period in 2025 representing an increase of 4%.

For the quarter ended June 30, 2026, FCFA2S increased €31.3 million to €14.6 million compared to negative €16.7 million for the same period in 2025. For the six months ended June 30, 2026, FCFA2S increased €35.1 million to €180.1 million compared to €145.0 million for the same period in 2025 representing an increase of 24%.

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, 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,
			2026		2025					2026		2025
		(€ in millions)							(€ in millions)
Net cash flows from operating activities			(12.7	)	(14.9	)				267.8		256.5
Adjusted for:
Interest paid on lease obligations			(0.9	)	(0.7	)				(1.7	)	(1.4	)
Interest paid on other facilities			(10.3	)	(4.3	)				(14.0	)	(9.0	)
Credit facility transaction costs			-		(3.2	)				(0.3	)	(3.3	)
Payments of lease obligations			(8.7	)	(7.2	)				(17.1	)	(14.0	)
Property and equipment purchased			(3.1	)	(3.8	)				(6.3	)	(6.7	)
Interest and dividends received			59.2		8.3					59.8		8.6
			23.6		(25.8	)				288.2		230.7
Less amount attributable to
non-controlling interests			(9.0	)	9.1					(108.0	)	(85.7	)
Free cash flow available to shareholders			14.6		(16.7	)				180.1		145.0
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.
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, 2026			December 31, 2025
Assets
Current assets:
	Cash		323,269			326,686
	Accounts receivable		180,168			175,613
	Unbilled revenue		73,800			53,909
	Inventories		7,666			7,057
	Other assets		81,593			67,969
			666,495			631,234
Non-current assets:
	Property and equipment		28,670			27,343
	Right of use assets		91,900			96,656
	Deferred income taxes		23,322			23,494
	Investments in associates		479,184			515,368
	Other assets		18,929			17,790
	Intangible assets		1,206,673			1,201,287
			1,848,678			1,881,939
Total assets			2,515,173			2,513,173
Liabilities and Shareholders' Equity
Current liabilities:
	Topicus Revolving Credit Facility and current portion of Term and other loans		116,536			345,324
	Accounts payable and accrued liabilities		321,965			365,229
	Deferred revenue		374,144			207,140
	Provisions		2,331			3,548
	Acquisition holdback payables		22,029			23,740
	Lease obligations		31,630			30,915
	Income taxes payable		35,292			39,201
			903,929			1,015,098
Non-current liabilities:
	Term and other loans		351,169			347,218
	Deferred income taxes		187,557			188,313
	Acquisition holdback payables		41,393			40,133
	Lease obligations		62,259			67,436
	Other liabilities		84,514			73,166
			726,892			716,266
Total liabilities			1,630,821			1,731,363
Shareholders' Equity:
	Capital stock		39,412			39,412
	Accumulated other comprehensive income (loss)		128,531			124,611
	Retained earnings		374,653			309,801
	Non-controlling interests		341,756			307,985
			884,352			781,810
Total liabilities and shareholders' equity			2,515,173			2,513,173

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,
		2026			2025			2026			2025
Revenue
License		9,854			10,435			21,372			19,831
Professional services		98,845			88,218			197,066			170,523
Hardware and other		11,209			8,471			21,094			15,790
Maintenance and other recurring		317,343			264,907			633,407			521,482
		437,251			372,032			872,940			727,627
Expenses
Staff		237,321			206,036			474,915			403,924
Hardware		5,875			4,653			11,187			8,778
Third party license, maintenance and professional services		40,926			32,074			77,877			60,496
Travel, telecommunications, supplies, software and equipment		19,435			15,699			37,373			30,292
Professional fees		9,040			7,134			16,125			14,742
Other, net		9,529			8,298			16,563			16,882
Depreciation		11,717			9,977			23,373			19,353
Amortization of intangible assets		46,238			39,294			90,659			76,146
		380,083			323,164			748,071			630,612
Impairment of intangible and other non-financial assets		25			-			25			-
Bargain purchase (gain)		-			(154	)		-			(154	)
Finance and other (income) expenses		(1,895	)		(9,234	)		698			(14,476	)
Share in net (income) loss of equity investee		(10,116	)		(5	)		(19,212	)		(20	)
(Increase) decrease in the fair value of equity securities		-			-			-			(32,789	)
Finance costs		9,109			6,575			18,917			12,764
		(2,877	)		(2,818	)		429			(34,676	)
Income (loss) before income taxes		60,045			51,686			124,439			131,691
Current income tax expense (recovery)		22,497			18,738			43,065			37,485
Deferred income tax expense (recovery)		(9,779	)		(8,536	)		(21,015	)		(17,407	)
Income tax expense (recovery)		12,718			10,202			22,051			20,079
Net income (loss)		47,326			41,484			102,389			111,612
Net income (loss) attributable to:
Equity holders of Topicus		30,140			25,858			64,348			70,669
Non-controlling interests		17,187			15,625			38,041			40,943
Net income (loss)		47,326			41,484			102,389			111,612
Weighted average shares
Basic shares outstanding		83,409,863			83,098,544			83,374,565			83,083,791
Diluted shares outstanding		129,841,819			129,841,819			129,841,819			129,841,819
Earnings (loss) per common share of Topicus
Basic		0.36			0.31			0.77			0.85
Diluted		0.36			0.31			0.77			0.85

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,
		2026			2025			2026			2025
Net income (loss)		47,326			41,484			102,389			111,612
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other		2,118			(9,671	)		6,079			(8,375	)
Items that will not be reclassified to net income (loss):
Changes in the fair value of equity investments at FVOCI		-			82,236			-			193,333
Other comprehensive (loss) income for the period, net of income tax		2,118			72,565			6,079			184,958
Total comprehensive income (loss) for the period		49,444			114,049			108,468			296,570
Total other comprehensive income (loss) attributable to:
Equity holders of Topicus		1,204			47,866			3,920			120,085
Non-controlling interests		914			24,699			2,159			64,873
Total other comprehensive income (loss)		2,118			72,565			6,079			184,958
Total comprehensive income (loss) attributable to:
Equity holders of Topicus		31,344			73,724			68,268			190,754
Non-controlling interests		18,101			40,325			40,200			105,816
Total comprehensive income (loss)		49,444			114,049			108,468			296,570

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, 2026
		Capital Stock		Accumulated other comprehensive (loss) income		Retained earnings		Total		Non-controlling interests		Total equity
Balance at January 1, 2026		39,412		124,611		309,801		473,825		307,985		781,810
Total comprehensive income (loss) for the period:
Net income (loss)		-		-		64,348		64,348		38,041		102,389
Foreign currency translation differences from
foreign operations and other, net of income tax and
changes in the fair value of equity investments at FVOCI		-		3,920		-		3,920		2,159		6,079
Total other comprehensive income (loss)
for the period		-		3,920		-		3,920		2,159		6,079
Total comprehensive income (loss) for the period		-		3,920		64,348		68,268		40,200		108,468
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity		-		-		(731	)	(731	)	(297	)	(1,028	)
Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus		-		-		1,234		1,234		(1,234	)	-
Dividends paid to non-controlling interests		-		-		-		-		(4,898	)	(4,898	)
Balance at June 30, 2026		39,412		128,531		374,653		542,596		341,756		884,352

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, 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)		-		-		70,669		70,669		40,943		111,612
Other comprehensive income (loss)
Foreign currency translation differences from
foreign operations and other, net of income tax		-		120,085		-		120,085		64,873		184,958
Total other comprehensive income (loss) for the period		-		120,085		-		120,085		64,873		184,958
Total comprehensive income (loss) for the period		-		120,085		70,669		190,754		105,816		296,570
Transactions with owners, recorded directly in equity
Other movements in non-controlling interests and equity		-		(0	)	12		12		18		31
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		-		-		-		-		(1,632	)	(1,632	)
Balance at June 30, 2025		39,412		125,668		338,596		503,677		322,688		826,365

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,
				2026			2025			2026			2025
Cash flows from (used in) operating activities:
	Net income (loss)			47,326			41,484			102,389			111,612
	Adjustments for:
		Depreciation		11,717			9,977			23,373			19,353
		Amortization of intangible assets		46,238			39,294			90,659			76,146
		Impairment of intangible and other non-financial assets		25			-			25			-
		Bargain purchase (gain)		-			(154	)		-			(154	)
		Finance and other expenses (income)		(1,895	)		(9,234	)		698			(14,476	)
		Share in net (income) loss of equity investee		(10,116	)		(5	)		(19,212	)		(20	)
		(Increase) decrease in the fair value of equity securities		-			-			-			(32,789	)
		Finance costs		9,109			6,575			18,917			12,764
		Income tax expense (recovery)		12,718			10,202			22,051			20,079
	Change in non-cash operating assets and liabilities
		exclusive of effects of business combinations		(102,723	)		(97,574	)		71,292			92,959
	Transaction costs associated with equity securities classified as FVOCI			-			(0	)		-			(1,659	)
	Income taxes (paid) received			(25,077	)		(15,508	)		(42,378	)		(27,311	)
	Net cash flows from (used in) operating activities			(12,676	)		(14,944	)		267,814			256,503
Cash flows from (used in) financing activities:
	Interest paid on lease obligations			(857	)		(719	)		(1,729	)		(1,381	)
	Interest paid on other facilities			(10,264	)		(4,307	)		(14,000	)		(9,015	)
	Net increase (decrease) in Topicus Revolving Credit Facility			20,000			(115,000	)		(225,000	)		(85,000	)
	Proceeds from issuance of Loan			-			200,000			-			200,000
	Proceeds from issuance of term and other loans			-			95,400			7,500			113,410
	Increase (decrease) in bank indebtedness			(9,599	)		-			(3,936	)		-
	Repayments of term and other loans			(2,866	)		(3,526	)		(10,295	)		(14,111	)
	Credit facility transaction costs			-			(3,187	)		(312	)		(3,278	)
	Payments of lease obligations			(8,680	)		(7,177	)		(17,054	)		(14,005	)
	Dividends paid to non-controlling interests			(1,447	)		(1,595	)		(4,898	)		(1,632	)
	Net cash flows from (used in) in financing activities			(13,713	)		159,890			(269,723	)		184,988
Cash flows from (used in) investing activities:
	Acquisition of businesses			(31,223	)		(210,244	)		(46,251	)		(249,657	)
	Cash obtained with acquired businesses			5,386			20,804			8,322			28,738
	Post-acquisition settlement payments, net of receipts			(10,539	)		(2,935	)		(16,352	)		(9,233	)
	Purchases of other investments			(271	)		-			(271	)		-
	Purchase of equity securities of Asseco Poland S.A.			-			-			-			(167,977	)
	(Increase) decrease in restricted cash			(196	)		343			(1,539	)		(82	)
	Interest, dividends and other proceeds received, net of income taxes paid			59,222			8,302			59,794			8,557
	Property and equipment purchased			(3,104	)		(3,768	)		(6,340	)		(6,666	)
	Net cash flows from (used in) investing activities			19,276			(187,499	)		(2,637	)		(396,321	)
Effect of foreign currency on
	cash and cash equivalents			(792	)		(4,500	)		1,128			(2,072	)
Increase (decrease) in cash				(7,905	)		(47,053	)		(3,418	)		43,097
Cash, beginning of period				331,173			296,307			326,686			206,157
Cash, end of period				323,269			249,254			323,269			249,254

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