Earnings release
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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 -- 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
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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.
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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, 2026December 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 loans127,226 345,324 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
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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)
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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 period48,423 (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 39,412 124,611309,801 473,825 307,985 781,810
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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 39,412 129,909406,793 576,114 356,943 933,057 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 5,584266,281 311,277 220,119 531,396 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
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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 39,412 122,414260,396 422,222 276,266 698,488 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 activities47,372 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 Facility10,000 257,000 (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)
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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 activities24,669 245,426 (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