Earnings release
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Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Second Quarter Ended June 30 , 2026 TORONTO , ONTARIO ( August 5 , 2026 ) – 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 shareholders ' ( " 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 % . 1 . See Non - IFRS measures .
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2 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 guarant ees 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 dividen ds 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: 2026 2025 2026 2025 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. (€ in millions) (€ in millions) Three months ended June 30, Six months ended June 30,
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3 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.
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4 Condensed Consolidated Interim Statements of Financial Position 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 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: 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. (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Intangible assets Topicus Revolving Credit Facility and current portion of Term and other loans
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5 Topicus.com Inc. Unaudited 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 Condensed Consolidated Interim Statements of Income (Loss) (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Three months ended June 30, Six months ended June 30,
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6 Topicus.com Inc. 2026 2025 2026 2025 Net income (loss) 47,326 41,484 102,389 111,612 2,118 (9,671) 6,079 (8,375) Items that will not be reclassified to net income (loss): - 82,236 - 193,333 2,118 72,565 6,079 184,958 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 Items that are or may be reclassified subsequently to net income (loss): Foreign currency translation differences from foreign operations and other Changes in the fair value of equity investments at FVOCI Other comprehensive (loss) income for the period, net of income tax Total comprehensive income (loss) for the period 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,
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7 Topicus.com Inc. Unaudited Capital Stock Accumulated other comprehensive (loss) income Retained earnings Total Non-controlling interests Total equity 39,412 124,611 309,801 473,825 307,985 781,810 Net income (loss) - - 64,348 64,348 38,041 102,389 Foreign currency translation differences from - 3,920 - 3,920 2,159 6,079 - 3,920 - 3,920 2,159 6,079 - 3,920 64,348 68,268 40,200 108,468 - - (731) (731) (297) (1,028) - - 1,234 1,234 (1,234) - - - - - (4,898) (4,898) 39,412 128,531 374,653 542,596 341,756 884,352 Other movements in non-controlling interests and equity Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus Dividends paid to non-controlling interests Balance at June 30, 2026 foreign operations and other, net of income tax and changes in the fair value of equity investments at FVOCI Total other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Transactions with owners, recorded directly in equity 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.) Six months ended June 30, 2026 Balance at January 1, 2026 Total comprehensive income (loss) for the period:
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8 Topicus.com Inc. Unaudited Capital Stock Accumulated other comprehensive (loss) income Retained earnings Total Non-controlling interests Total equity 39,412 5,584 266,281 311,277 220,119 531,396 Net income (loss)Net income (loss)Net income (loss) - - 70,669 70,669 40,943 111,612 - 120,085 - 120,085 64,873 184,958 - 120,085 - 120,085 64,873 184,958 - 120,085 70,669 190,754 105,816 296,570 - (0) 12 12 18 31 - - 1,633 1,633 (1,633) - - - - - (1,632) (1,632) 39,412 125,668 338,596 503,677 322,688 826,365 Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus Dividends paid to non-controlling interests Balance at June 30, 2025 Foreign currency translation differences from foreign operations and other, net of income tax Total other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Transactions with owners, recorded directly in equity Other movements in non-controlling interests and equity Six months ended June 30, 2025 Balance at January 1, 2025 Total comprehensive income (loss) for the period: Other comprehensive income (loss) 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.)
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9 Topicus.com Inc. Unaudited 2026 2025 2026 2025 Net income (loss) 47,326 41,484 102,389 111,612 Adjustments for: Depreciation 11,717 9,977 23,373 19,353 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 12,718 10,202 22,051 20,079 (102,723) (97,574) 71,292 92,959 Transaction costs associated with equity securities classified as FVOCI - (0) - (1,659) (25,077) (15,508) (42,378) (27,311) (12,676) (14,944) 267,814 256,503 Interest paid on lease obligations (857) (719) (1,729) (1,381) Interest paid on other facilities (10,264) (4,307) (14,000) (9,015) 20,000 (115,000) (225,000) (85,000) Proceeds from issuance of Loan - 200,000 - 200,000 - 95,400 7,500 113,410 Increase (decrease) in bank indebtedness (9,599) - (3,936) - (2,866) (3,526) (10,295) (14,111) - (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) (13,713) 159,890 (269,723) 184,988 (31,223) (210,244) (46,251) (249,657) Cash obtained with acquired businesses 5,386 20,804 8,322 28,738 (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) 59,222 8,302 59,794 8,557 (3,104) (3,768) (6,340) (6,666) 19,276 (187,499) (2,637) (396,321) (792) (4,500) 1,128 (2,072) (7,905) (47,053) (3,418) 43,097 331,173 296,307 326,686 206,157 323,269 249,254 323,269 249,254 Cash, beginning of period Cash, end of period Interest, dividends and other proceeds received, net of income taxes paid Property and equipment purchased Net cash flows from (used in) investing activities Effect of foreign currency on cash and cash equivalents Increase (decrease) in cash Credit facility transaction costs Net cash flows from (used in) in financing activities Cash flows from (used in) investing activities: Acquisition of businesses Post-acquisition settlement payments, net of receipts Net cash flows from (used in) operating activities Cash flows from (used in) financing activities: Net increase (decrease) in Topicus Revolving Credit Facility Proceeds from issuance of term and other loans Repayments of term and other loans Cash flows from (used in) operating activities: Amortization of intangible assets Income tax expense (recovery) Change in non-cash operating assets and liabilities exclusive of effects of business combinations Income taxes (paid) received Condensed Consolidated Interim Statements of Cash Flows (In thousands of euros, except per share amounts. Due to rounding, numbers presented may not foot.) Three months ended June 30, Six months ended June 30,