Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Third Quarter Ended September 30, 2026

TORONTO, Nov. 04, 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 third quarter ended September 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 nine months ended September 30, 2026 and the accompanying notes, our Management’s Discussion and Analysis for the three and nine months ended September 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.

Q3 2026 Headlines:

Revenue increased 15% (5% organic growth) to €445.1 million compared to €387.9 million in Q3 2025.
Net income increased to €46.5 million (€0.34 on a diluted per share basis) from a net loss of €120.9 million (€0.94 on a diluted net loss per share basis).
Acquisitions were completed for aggregate cash consideration of €47.1 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €17.0 million resulting in total consideration of €64.0 million.
Cash flows from operations (“CFO”) decreased €1.1 million to €47.4 million compared to €48.4 million in Q3 2025 representing a decrease of 2%.
Free cash flow available to shareholders¹ (“FCFA2S”) decreased €3.5 million to €18.8 million compared to €22.3 million in Q3 2025 representing a decrease of 16%.

Total revenue for the quarter ended September 30, 2026 was €445.1 million, an increase of 15%, or €57.2 million, compared to €387.9 million for the comparable period in 2025. For the first nine months of 2026 total revenues were €1,318.0 million, an increase of 18%, or €202.5 million, compared to €1,115.5 million for the comparable period in 2025. 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 5% 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 September 30, 2026 increased €167.5 million to €46.5 million compared to negative €120.9 million for the same period in 2025. On a per share basis, this translated into net income per basic and diluted share of €0.34 in the quarter ended September 30, 2026 compared to net loss of €0.94 for the same period in 2025. The net loss for the quarter ended September 30, 2025 is primarily the result of a €221.7 million 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 Q3 2025, the Company also recorded income of €60.7 million associated with mark to market adjustments on derivatives related to the Company’s binding agreement to acquire a further interest in Asseco. For the nine months ended September 30, 2026 net income increased €158.2 million to €148.9 million compared to negative €9.3 million for the same period in 2025. On a per share basis, this translated into net income per basic and diluted share of €1.11 in the nine months ended September 30, 2026 compared to negative €0.09 for the same period in 2025.

For the quarter ended September 30, 2026, CFO were €47.4 million compared to €48.4 million for the same period in 2025 representing a decrease of 2%. 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 nine months ended September 30, 2026, CFO increased €10.2 million to €315.2 million compared to €304.9 million for the same period in 2025 representing an increase of 3%.

For the quarter ended September 30, 2026, FCFA2S decreased €3.5 million to €18.8 million compared to €22.3 million for the same period in 2025 representing a decrease of 16%. For the nine months ended September 30, 2026, FCFA2S increased €31.7 million to €199.1 million compared to €167.5 million for the same period in 2025 representing an increase of 19%.

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 September 30,			Nine months ended September 30,
		2026	2025		2026	2025
	(€ in millions)			(€ in millions)

Net cash flows from operating activities		47.4	48.4		315.2	304.9
Adjusted for:
Interest paid on lease obligations		(0.8)	(0.8)		(2.5)	(2.2)
Interest paid on other facilities		(4.8)	(2.9)		(18.8)	(11.9)
Credit facility transaction costs		(0.0)	(0.2)		(0.3)	(3.5)
Payments of lease obligations		(8.9)	(7.8)		(25.9)	(21.8)
Property and equipment purchased		(3.4)	(1.7)		(9.7)	(8.3)
Interest and dividends received		2.3	(0.4)		62.1	8.2

		31.7	34.7		319.9	265.4
Less amount attributable to
non-controlling interests		(12.9)	(12.4)		(120.8)	(98.0)

Free cash flow available to shareholders		18.8	22.3		199.1	167.5

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.
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, 2026	December 31, 2025

Assets

Current assets:
	Cash	342,391	326,686
	Accounts receivable	192,304	175,613
	Unbilled revenue	76,974	53,909
	Inventories	8,452	7,057
	Other assets	88,445	67,969
		708,566	631,234

Non-current assets:
	Property and equipment	29,610	27,343
	Right of use assets	87,868	96,656
	Deferred income taxes	22,541	23,494
	Investments in associates	484,632	515,368
	Other assets	18,872	17,790
	Intangible assets	1,223,776	1,201,287
		1,867,297	1,881,939

Total assets		2,575,863	2,513,173

Liabilities and Shareholders' Equity

Current liabilities:
	Topicus Revolving Credit Facility and current portion of Term and other loans	127,226	345,324
	Accounts payable and accrued liabilities	369,509	365,229
	Deferred revenue	295,058	207,140
	Provisions	3,498	3,548
	Acquisition holdback payables	28,052	23,740
	Lease obligations	30,845	30,915
	Income taxes payable	36,955	39,201
		891,143	1,015,098

Non-current liabilities:
	Term and other loans	352,467	347,218
	Deferred income taxes	190,575	188,313
	Acquisition holdback payables	49,232	40,133
	Lease obligations	59,055	67,436
	Other liabilities	100,335	73,166
		751,663	716,266

Total liabilities		1,642,806	1,731,363


Shareholders' Equity:
	Capital stock	39,412	39,412
	Accumulated other comprehensive income (loss)	129,909	124,611
	Retained earnings	406,793	309,801
	Non-controlling interests	356,943	307,985
		933,057	781,810



Total liabilities and shareholders' equity		2,575,863	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 September 30,				Nine months ended September 30,
		2026		2025		2026		2025

Revenue
License		11,460		8,894		32,832		28,726
Professional services		94,859		94,545		291,926		265,068
Hardware and other		13,018		6,875		34,112		22,665
Maintenance and other recurring		325,755		277,574		959,162		799,056
		445,092		387,888		1,318,032		1,115,515
Expenses
Staff		230,040		205,209		704,956		609,133
Hardware		8,099		4,032		19,286		12,810
Third party license, maintenance and professional services		41,085		34,723		118,961		95,220
Travel, telecommunications, supplies, software and equipment		18,682		15,454		56,056		45,746
Professional fees		6,411		6,150		22,536		20,892
Other, net		7,078		8,514		23,641		25,396
Depreciation		11,953		10,890		35,326		30,243
Amortization of intangible assets		47,791		43,429		138,449		119,574
		371,139		328,402		1,119,210		959,014

Impairment of intangible and other non-financial assets		(0	)	7		25		7
Bargain purchase (gain)		(53	)	-		(53	)	(154	)
Finance and other (income) expenses		8,203		(62,035	)	8,901		(76,511	)
Share in net (income) loss of equity investees		(5,049	)	496		(24,260	)	475
(Increase) decrease in the fair value of equity securities		-		-		-		(32,789	)
Revaluation of investment accounted for using the equity method to cost		-		221,748		-		221,748
Finance costs		11,397		9,175		30,314		21,939
		14,498		169,392		14,927		134,716

Income (loss) before income taxes		59,456		(109,905	)	183,896		21,786

Current income tax expense (recovery)		19,759		18,921		62,824		56,407
Deferred income tax expense (recovery)		(6,816	)	(7,887	)	(27,830	)	(25,293	)
Income tax expense (recovery)		12,943		11,035		34,994		31,113

Net income (loss)		46,513		(120,940	)	148,902		(9,328	)

Net income (loss) attributable to:
Equity holders of Topicus		28,718		(78,192	)	93,066		(7,523	)
Non-controlling interests		17,795		(42,748	)	55,835		(1,805	)
Net income (loss)		46,513		(120,940	)	148,902		(9,328	)

Weighted average shares
	Basic shares outstanding	83,702,570		83,338,874		83,485,101		83,169,753
	Diluted shares outstanding	129,841,819		129,841,819		129,841,819		129,841,819

Earnings (loss) per common share of Topicus
	Basic	0.34		(0.94	)	1.11		(0.09	)
	Diluted	0.34		(0.94	)	1.11		(0.09	)

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,
	2026	2025		2026	2025

Net income (loss)	46,513	(120,940	)	148,902	(9,328	)

Items that are or may be reclassified subsequently to net income (loss):

Foreign currency translation differences from foreign operations and other	1,910	(913	)	7,989	(9,288	)

Items that will not be reclassified to net income (loss):

Changes in the fair value of equity investments at FVOCI	-	(4,374	)	-	188,959

Other comprehensive (loss) income for the period, net of income tax	1,910	(5,287	)	7,989	179,671

Total comprehensive income (loss) for the period	48,423	(126,227	)	156,890	170,343

Total other comprehensive income (loss) attributable to:
Equity holders of Topicus	1,378	(3,288	)	5,298	116,796
Non-controlling interests	532	(1,998	)	2,691	62,875
Total other comprehensive income (loss)	1,910	(5,287	)	7,989	179,671

Total comprehensive income (loss) attributable to:
Equity holders of Topicus	30,096	(81,481	)	98,364	109,274
Non-controlling interests	18,327	(44,746	)	58,526	61,070
Total comprehensive income (loss)	48,423	(126,227	)	156,890	170,343

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, 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)		-	-	93,066		93,066		55,835		148,902

Other comprehensive income (loss)

Foreign currency translation differences from
	foreign operations and other, net of income tax	-	5,298	-		5,298		2,691		7,989

Total other comprehensive income (loss)
	for the period	-	5,298	-		5,298		2,691		7,989

Total comprehensive income (loss) for the period		-	5,298	93,066		98,364		58,526		156,890

Transactions with owners, recorded directly in equity

	Other movements in non-controlling interests and equity	-	-	(533	)	(533	)	(212	)	(745	)

	Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus	-	-	4,458		4,458		(4,458	)	-

	Dividends paid to non-controlling interests	-	-	-		-		(4,898	)	(4,898	)

Balance at September 30, 2026		39,412	129,909	406,793		576,114		356,943		933,057

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, 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)		-	-	(7,523	)	(7,523	)	(1,805	)	(9,328	)

Other comprehensive income (loss)

Foreign currency translation differences from
	foreign operations and other, net of income tax and
	changes in the fair value of equity investments at FVOCI	-	116,796	-		116,796		62,875		179,671

Total other comprehensive income (loss) for the period		-	116,796	-		116,796		62,875		179,671

Total comprehensive income (loss) for the period		-	116,796	(7,523	)	109,274		61,070		170,343


Transactions with owners, recorded directly in equity

	Other movements in non-controlling interests and equity	-	34	5		38		60		98

	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	-	-	-		-		(3,350	)	(3,350	)

Balance at September 30, 2025		39,412	122,414	260,396		422,222		276,266		698,488

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,
			2026		2025		2026		2025

Cash flows from (used in) operating activities:
	Net income (loss)		46,513		(120,940	)	148,902		(9,328	)
	Adjustments for:
		Depreciation	11,953		10,890		35,326		30,243
		Amortization of intangible assets	47,791		43,429		138,449		119,574
		Impairment of intangible and other non-financial assets	(0	)	7		25		7
		Bargain purchase (gain)	(53	)	-		(53	)	(154	)
		Finance and other expenses (income)	8,203		(62,035	)	8,901		(76,511	)
		Share in net (income) loss of equity investees	(5,049	)	496		(24,260	)	475
		(Increase) decrease in the fair value of equity securities	-		-		-		(32,789	)
		Finance costs	11,397		9,175		30,314		21,939
		Revaluation of investment accounted for using the equity method to cost	-		221,748		-		221,748
		Income tax expense (recovery)	12,943		11,035		34,994		31,113
	Change in non-cash operating assets and liabilities
		exclusive of effects of business combinations	(69,827	)	(51,340	)	1,465		41,619
	Transaction costs associated with equity securities classified as FVOCI		-		-		-		(1,659	)
	Income taxes (paid) received		(16,499	)	(14,019	)	(58,876	)	(41,330	)
	Net cash flows from (used in) operating activities		47,372		48,446		315,186		304,949

Cash flows from (used in) financing activities:
	Interest paid on lease obligations		(817	)	(807	)	(2,546	)	(2,188	)
	Interest paid on other facilities		(4,834	)	(2,881	)	(18,834	)	(11,896	)
	Net increase (decrease) in Topicus Revolving Credit Facility		10,000		257,000		(215,000	)	172,000
	Proceeds from issuance of Loan		-		-		-		200,000
	Proceeds from issuance of term and other loans		2,894		4,262		10,394		117,672
	Increase (decrease) in bank indebtedness		27,793		(83	)	23,857		(83	)
	Increase (decrease) in loan from Vela Software Group		-		(287	)	-		(287	)
	Repayments of term and other loans		(1,481	)	(2,066	)	(11,775	)	(16,177	)
	Credit facility transaction costs		(25	)	(190	)	(337	)	(3,468	)
	Payments of lease obligations		(8,861	)	(7,805	)	(25,915	)	(21,810	)
	Dividends paid to non-controlling interests		-		(1,718	)	(4,898	)	(3,350	)
	Net cash flows from (used in) in financing activities		24,669		245,426		(245,054	)	430,414

Cash flows from (used in) investing activities:
	Acquisition of businesses		(47,052	)	(11,437	)	(93,303	)	(261,095	)
	Cash obtained with acquired businesses		1,332		2,338		9,654		31,075
	Post-acquisition settlement payments, net of receipts		(5,808	)	(8,906	)	(22,160	)	(18,139	)
	Purchases of other investments		(750	)	-		(1,021	)	-
	Purchase of equity securities of Asseco Poland S.A.		-		-		-		(167,977	)
	(Increase) decrease in restricted cash		(477	)	(246,775	)	(2,016	)	(246,857	)
	Interest, dividends and other proceeds received, net of income taxes paid		2,299		(376	)	62,094		8,181
	Property and equipment purchased		(3,407	)	(1,653	)	(9,747	)	(8,319	)
	Net cash flows from (used in) investing activities		(53,863	)	(266,810	)	(56,500	)	(663,131	)

Effect of foreign currency on
	cash and cash equivalents		944		(256	)	2,072		(2,328	)

Increase (decrease) in cash			19,122		26,807		15,704		69,904

Cash, beginning of period			323,269		249,254		326,686		206,157

Cash, end of period			342,391		276,061		342,391		276,061