Topicus.com Inc.

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 €436.8 million compared to €364.9 million in Q4 2024. Net income increased 41% to €79.4 million (€0.59 on a diluted per share basis) from €56.2 million (€0.40 on a diluted per share basis) in Q4 2024. Acquisitions were completed for aggregate cash consideration of €49.9 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €19.9 million resulting in total consideration of €69.8 million. The Company also completed a net investment in Asseco Poland S.A. in the amount of €216.9 million. Cash flows from operations (“CFO”) increased 35% to €107.7 million compared to €79.6 million in Q4 2024. Free cash flow available to shareholders1 (“FCFA2S”) increased 40% to €51.2 million compared to €36.6 million in Q4 2024.

2025 Headlines:

Revenue increased 20% (4% organic growth) to €1,552.3 million compared to €1,294.9 million in 2024. Net income decreased 53% to €70.1 million (€0.50 on a diluted per share basis) from €149.5 million (€1.11 on a diluted per share basis) in 2024. A number of acquisitions were completed for total consideration of €390.4 million including holdbacks and contingent consideration. The Company also completed a net investment in Asseco Poland S.A. of €384.9 million. Cash flows from operations (“CFO”) increased 19% to €412.7 million compared to €347.6 million in 2024. Free cash flow available to shareholders1 (“FCFA2S”) increased 23% to €218.7 million compared to €177.4 million in 2024.

Total revenue for the quarter ended December 31, 2025 was €436.8 million, an increase of 20%, or €71.9 million, compared to €364.9 million for the comparable period in 2024.For the year ended December 31, 2025 total revenues were €1,552.3 million, an increase of 20%, or €257.4 million, compared to €1,249.9 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.

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Net income for the quarter ended December 31, 2025 increased €23.2 million to €79.4 million compared to €56.2 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 €0.59 in the quarter ended December 31, 2025 compared to €0.40 for the same period in 2024. For the twelve months ended December 31, 2025 net income decreased €79.4 million to €70.1 million compared to €149.5 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 €0.50 in the twelve months ended December 31, 2025 compared to €1.11 for the same period in 2024. The decline for the twelve month period is primarily the result of a €221.7 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 €119.7 associated with derivatives, fair value related adjustments and a dilution gain associated with Asseco.

For the quarter ended December 31, 2025, CFO increased €28.1 million to €107.7 million compared to €79.6 million for the same period in 2024 representing an increase of 35%. For the twelve months ended December 31, 2025, CFO increased €65.0 million to €412.7 million compared to €347.6 million for the same period in 2024 representing an increase of 19%.

For the quarter ended December 31, 2025, FCFA2S increased €14.6 million to €51.2 million compared to €36.6 million for the same period in 2024 representing an increase of 40%. For the twelve months ended December 31, 2025, FCFA2S increased €41.3 million to €218.7 million compared to €177.4 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  (€ in millions)  (€ 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 
[email protected]
[email protected]
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

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