Constellation Software Inc. and Topicus.Com Inc. Announce Results for Topicus.com Inc. for the Fourth Quarter and Year Ended December 31, 2022
TORONTO, Feb. 07, 2023 (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, 2022. 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, 2022, 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, 2022, which can be found on SEDAR at www.sedar.com and on Topicus.com Inc.’s website www.topicus.com. Additional information about Topicus.com Inc. is also available on SEDAR at www.sedar.com.
Q4 2022 Headlines:
- Revenue increased 27% (6% organic growth) to €263.7 million compared to €207.6 million in Q4 2021.
- Net income increased to €28.7 million (€0.21 on a diluted per share basis) from €27.0 million (negative €0.17 on a diluted per share basis).
- Acquisitions were completed for aggregate cash consideration of €10.5 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €2.9 million resulting in total consideration of €13.4 million.
- Cash flows from operations (“CFO”) increased €5.3 million to €48.1 million compared to €42.8 million in Q4 2021 representing an increase of 12%.
- Free cash flow available to shareholders1 (“FCFA2S”) decreased €2.1 million to €18.6 million compared to €20.6 in Q4 2021.
2022 Headlines:
- Revenue increased 23% (4% organic growth) to €916.7 million compared to €742.5 million in 2021.
- Net income was €87.6 million (€0.66 on a diluted per share basis) compared to a net loss of €2,222.2 million (negative €30.16 on a diluted per share basis) in 2021.
- A number of acquisitions were completed for total consideration of €183.1 million including holdbacks and contingent consideration.
- Cash flows from operations (“CFO”) increased €26.6 million to €203.0 million compared to €176.4 million in 2021.
- Free cash flow available to shareholders1 (“FCFA2S”) decreased €32.7 million to €54.2 million compared to €86.8 million in 2021.
Total revenue for the quarter ended December 31, 2022 was €263.7 million, an increase of 27%, or €56.1 million, compared to €207.6 million for the comparable period in 2021. For the twelve months ended December 31, 2022 total revenues were €916.7 million, an increase of 23%, or €174.1 million, compared to €742.5 million for the comparable period in 2021. The increase for both the three 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 6% and 4% 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 December 31, 2022 increased €1.7 million to €28.7 million compared to €27.0 million for the same period in 2021. On a per share basis, this translated into net income per basic and diluted share of €0.21 in the quarter ended December 31, 2022 compared to net income per basic and diluted share of negative €0.17 for the same period in 2021. For the twelve months ended December 31, 2022, net income was €87.6 million or €0.66 per basic and diluted share compared to a net loss of €2,222.2 million or €30.16 per basic and diluted share for the same period in 2021. The net loss per basic and diluted share for the twelve months ended December 31, 2021 primarily resulted from the €2,302.2 million redeemable preferred securities expense. Diluted shares outstanding increased from 129.7 million to 129.8 million for the twelve months ended December 31, 2022.
For the quarter ended December 31, 2022, CFO increased €5.3 million to €48.1 million compared to €42.8 million for the same period in 2021 representing an increase of 12%. For the twelve months ended December 31, 2022, CFO increased €26.6 million to €203.0 million compared to €176.4 million for the same period in 2021 representing an increase of 15%.
For the quarter ended December 31, 2022, FCFA2S decreased €2.1 million to €18.6 million compared to €20.6 million for the same period in 2021 representing a decrease of 10%. For the twelve months ended December 31, 2022, FCFA2S decreased €32.7 million to €54.2 million compared to €86.8 million for the same period in 2021 representing a decrease of 38%. The decline for the twelve month period is primarily as a result of the dividend paid to the Preferred Securities holders.
______________________________
1 See Non-IFRS measures.
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. 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, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (€ in millions) | (€ in millions) | |||||||||||
| Net cash flows from operating activities | 48.1 | 42.8 | 203.0 | 176.4 | ||||||||
| Adjusted for: | ||||||||||||
| Interest paid on lease obligations | (0.3 | ) | (0.3 | ) | (1.2 | ) | (1.2 | ) | ||||
| Interest paid on other facilities | (4.4 | ) | (2.0 | ) | (11.8 | ) | (7.9 | ) | ||||
| Credit facility transaction costs | (3.1 | ) | (0.2 | ) | (3.2 | ) | (2.5 | ) | ||||
| Payments of lease obligations | (5.2 | ) | (4.5 | ) | (20.0 | ) | (17.5 | ) | ||||
| Property and equipment purchased | (2.5 | ) | (2.2 | ) | (7.3 | ) | (5.4 | ) | ||||
| Dividends paid to redeemable preferred securities holders | – | – | (66.6 | ) | – | |||||||
| 32.5 | 33.6 | 92.8 | 142.0 | |||||||||
| Less amount attributable to | ||||||||||||
| non-controlling interests | (14.0 | ) | (13.0 | ) | (38.7 | ) | (55.2 | ) | ||||
| Free cash flow available to shareholders | 18.6 | 20.6 | 54.2 | 86.8 | ||||||||
| Due to rounding, certain totals may not foot. | ||||||||||||
| Comparative financial information amended to reflect the Combination as if it occurred before the start of the earliest period presented. | ||||||||||||
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
[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, 2022 | December 31, 2021 | ||||
| Assets | |||||
| Current assets: | |||||
| Cash | 136,772 | 75,326 | |||
| Accounts receivable | 95,790 | 70,725 | |||
| Unbilled revenue | 41,036 | 32,592 | |||
| Inventories | 1,419 | 570 | |||
| Other assets | 34,778 | 21,776 | |||
| 309,795 | 200,989 | ||||
| Non-current assets: | |||||
| Property and equipment | 19,579 | 15,326 | |||
| Right of use assets | 54,412 | 54,382 | |||
| Deferred income taxes | 19,978 | 6,831 | |||
| Other assets | 17,030 | 6,655 | |||
| Intangible assets | 874,000 | 744,136 | |||
| 984,999 | 827,330 | ||||
| Total assets | 1,294,794 | 1,028,319 | |||
| Liabilities and Shareholders’ Equity | |||||
| Current liabilities: | |||||
| Topicus Revolving Credit Facility and current portion of term loans | 201,275 | 46,489 | |||
| Loan from CSI | 30,867 | 29,116 | |||
| Redeemable preferred securities | – | 66,614 | |||
| Accounts payable and accrued liabilities | 174,824 | 135,993 | |||
| Deferred revenue | 116,989 | 82,179 | |||
| Provisions | 1,884 | 1,893 | |||
| Acquisition holdback payables | 14,009 | 8,876 | |||
| Lease obligations | 18,824 | 16,234 | |||
| Income taxes payable | 11,467 | 11,400 | |||
| 570,141 | 398,794 | ||||
| Non-current liabilities: | |||||
| Term and other loans | 41,280 | 96,113 | |||
| Deferred income taxes | 150,521 | 125,004 | |||
| Acquisition holdback payables | 2,316 | 945 | |||
| Lease obligations | 36,634 | 38,955 | |||
| Other liabilities | 26,118 | 12,877 | |||
| 256,869 | 273,893 | ||||
| Total liabilities | 827,009 | 672,687 | |||
| Shareholders’ Equity: | |||||
| Preferred shares | – | 2,047,473 | |||
| Capital stock | 39,412 | 39,412 | |||
| Other equity | – | (1,009,996 | ) | ||
| Accumulated other comprehensive income (loss) | (232 | ) | (380 | ) | |
| Retained earnings (deficit) | 226,919 | (1,782,113 | ) | ||
| Non-controlling interests | 201,685 | 1,061,236 | |||
| 467,784 | 355,632 | ||||
| Total liabilities and shareholders’ equity | 1,294,794 | 1,028,319 | |||
| 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, | |||||
| 2022 | 2021 | ||||
| Revenue | |||||
| License | 31,745 | 26,709 | |||
| Professional services | 239,674 | 196,565 | |||
| Hardware and other | 10,553 | 6,189 | |||
| Maintenance and other recurring | 634,710 | 513,078 | |||
| 916,681 | 742,541 | ||||
| Expenses | |||||
| Staff | 508,721 | 398,171 | |||
| Hardware | 5,831 | 2,985 | |||
| Third party license, maintenance and professional services | 76,577 | 72,027 | |||
| Occupancy | 7,649 | 5,665 | |||
| Travel, telecommunications, supplies, software and equipment | 32,807 | 20,383 | |||
| Professional fees | 16,206 | 12,956 | |||
| Other, net | 20,463 | 6,788 | |||
| Depreciation | 27,866 | 24,603 | |||
| Amortization of intangible assets | 107,078 | 85,060 | |||
| 803,195 | 628,640 | ||||
| Redeemable preferred securities expense (income) | – | 2,302,185 | |||
| Impairment of intangible and other non-financial assets | – | 1,600 | |||
| Finance and other expenses (income) | 9,068 | 10,748 | |||
| 9,068 | 2,314,533 | ||||
| Income (loss) before income taxes | 104,418 | (2,200,632 | ) | ||
| Current income tax expense (recovery) | 43,859 | 39,494 | |||
| Deferred income tax expense (recovery) | (27,051 | ) | (17,894 | ) | |
| Income tax expense (recovery) | 16,808 | 21,600 | |||
| Net income (loss) | 87,610 | (2,222,233 | ) | ||
| Net income (loss) attributable to: | |||||
| Equity holders of Topicus | 52,928 | (1,884,042 | ) | ||
| Non-controlling interests | 34,682 | (338,191 | ) | ||
| Net income (loss) | 87,610 | (2,222,233 | ) | ||
| Weighted average shares | |||||
| Basic shares outstanding | 80,488,504 | 63,318,650 | |||
| Diluted shares outstanding | 129,841,819 | 129,681,740 | |||
| Earnings (loss) per common share of Topicus | |||||
| Basic | 0.66 | (30.16 | ) | ||
| Diluted | 0.66 | (30.16 | ) | ||
| 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, | ||||
| 2022 | 2021 | |||
| Net income (loss) | 87,610 | (2,222,233 | ) | |
| Items that are or may be reclassified subsequently to net income (loss): | ||||
| Foreign currency translation differences from foreign operations and other | 1,264 | 1,427 | ||
| Other comprehensive (loss) income for the year, net of income tax | 1,264 | 1,427 | ||
| Total comprehensive income (loss) for the year | 88,874 | (2,220,806 | ) | |
| Total other comprehensive income (loss) attributable to: | ||||
| Equity holders of Topicus | 148 | 635 | ||
| Non-controlling interests | 1,116 | 792 | ||
| Total other comprehensive income (loss) | 1,264 | 1,427 | ||
| Total comprehensive income (loss) attributable to: | ||||
| Equity holders of Topicus | 53,075 | (1,883,407 | ) | |
| Non-controlling interests | 35,798 | (337,399 | ) | |
| Total comprehensive income (loss) | 88,874 | (2,220,806 | ) | |
| 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, 2022 | ||||||||||||||||
| Attributable to equity holders of Topicus | ||||||||||||||||
| Preferred Shares | Capital Stock | Other equity |
Accumulated other comprehensive (loss) income |
Retained earnings (Deficit) |
Total | Non- controlling interests |
Total equity | |||||||||
| Balance at January 1, 2022 | 2,047,473 | 39,412 | (1,009,996 | ) | (380 | ) | (1,782,113 | ) | (705,604 | ) | 1,061,236 | 355,632 | ||||
| Total comprehensive income (loss) for the year: | ||||||||||||||||
| Net income (loss) | – | – | – | – | 52,928 | 52,928 | 34,682 | 87,610 | ||||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation differences from | ||||||||||||||||
| foreign operations and other, net of income tax | – | – | – | 148 | – | 148 | 1,116 | 1,264 | ||||||||
| Total other comprehensive income (loss) | ||||||||||||||||
| for the year | – | – | – | 148 | – | 148 | 1,116 | 1,264 | ||||||||
| Total comprehensive income (loss) for the year | – | – | – | 148 | 52,928 | 53,075 | 35,798 | 88,874 | ||||||||
| Transactions with owners, recorded directly in equity | ||||||||||||||||
| Conversion of preferred shares to subordinate voting shares | (2,047,473 | ) | – | 2,047,473 | – | – | – | – | – | |||||||
| Conversion of non-controlling interest preferred units to ordinary units and other movements in non-controlling interests | – | – | 912,788 | – | – | 912,788 | (912,788 | ) | – | |||||||
| Net acquisition of non-controlling interest associated with business combinations and other movements | – | – | (23 | ) | (0 | ) | (166 | ) | (189 | ) | 24,341 | 24,152 | ||||
| Reductions of non-controlling interest associated with disposals | – | – | – | – | – | – | (873 | ) | (873 | ) | ||||||
| Reclassification of other equity to retained earnings (deficit) | – | – | (1,950,242 | ) | – | 1,950,242 | – | – | – | |||||||
| Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus | – | – | – | – | 6,029 | 6,029 | (6,029 | ) | – | |||||||
| Balance at December 31, 2022 | – | 39,412 | – | (232 | ) | 226,919 | 266,099 | 201,685 | 467,784 | |||||||
| 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, 2021 | ||||||||||||||||
| Attributable to equity holders of Topicus | ||||||||||||||||
| Preferred Shares | Capital Stock | Other equity |
Accumulated other comprehensive (loss) income |
Retained earnings (deficit) |
Total | Non- controlling interests |
Total equity | |||||||||
| Balance at January 1, 2021 | – | 39,412 | – | (1,409 | ) | 138,572 | 176,575 | 88,106 | 264,680 | |||||||
| Total comprehensive income (loss) for the year: | ||||||||||||||||
| Net income (loss) | – | – | – | – | (1,884,042 | ) | (1,884,042 | ) | (338,191 | ) | (2,222,233 | ) | ||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation differences from | ||||||||||||||||
| foreign operations and other | – | – | – | 635 | – | 635 | 792 | 1,427 | ||||||||
| Total other comprehensive income (loss) for the year | – | – | – | 635 | – | 635 | 792 | 1,427 | ||||||||
| Total comprehensive income (loss) for the year | – | – | – | 635 | (1,884,042 | ) | (1,883,407 | ) | (337,399 | ) | (2,220,806 | ) | ||||
| Transactions with owners, recorded directly in equity | ||||||||||||||||
| Issuance of Topicus Coop Ordinary Units to non-controlling interests | – | – | 9,770 | 127 | – | 9,896 | (9,896 | ) | – | |||||||
| Net acquisition of non-controlling interest associated with acquisitions and other movements | – | – | – | 267 | (218 | ) | 49 | 1,399 | 1,448 | |||||||
| Issuance of Redeemable preferred securities | – | – | (1,001,469 | ) | – | – | (1,001,469 | ) | (124,797 | ) | (1,126,267 | ) | ||||
| Dividends to common shareholders of the Company | – | – | – | – | (36,425 | ) | (36,425 | ) | (18,175 | ) | (54,600 | ) | ||||
| Reclassification of Redeemable preferred securities of Topicus from liabilities to preferred shares | 2,073,205 | – | – | – | – | 2,073,205 | – | 2,073,205 | ||||||||
| Reclassification of Redeemable preferred securities of Topicus Coop from liabilities to non-controlling interest | – | – | – | – | – | – | 1,442,910 | 1,442,910 | ||||||||
| Exchange of Topicus Coop ordinary units held by non-controlling interests to subordinate voting shares of Topicus | – | – | (18,297 | ) | – | – | (18,297 | ) | 18,297 | – | ||||||
| Accrued dividends to preferred shareholders of Topicus recorded subsequent to the Notification of Conversion | (25,731 | ) | – | – | – | – | (25,731 | ) | – | (25,731 | ) | |||||
| Accrued dividends to preference unit holders of Topicus Coop recorded subsequent to the Notification of Conversion | – | – | – | – | – | – | (17,157 | ) | (17,157 | ) | ||||||
| Issuance of equity of a subsidiary in conjunction with the acquisition of Geosoftware | – | – | – | – | – | – | 17,950 | 17,950 | ||||||||
| Balance at December 31, 2021 | 2,047,473 | 39,412 | (1,009,996 | ) | (380 | ) | (1,782,113 | ) | (705,604 | ) | 1,061,236 | 355,632 | ||||
| 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, | ||||||
| 2022 | 2021 | |||||
| Cash flows from (used in) operating activities: | ||||||
| Net income (loss) | 87,610 | (2,222,233 | ) | |||
| Adjustments for: | ||||||
| Depreciation | 27,866 | 24,603 | ||||
| Amortization of intangible assets | 107,078 | 85,060 | ||||
| Redeemable preferred securities expense (income) | – | 2,302,185 | ||||
| Impairment of intangible and other non-financial assets | – | 1,600 | ||||
| Finance and other expenses (income) | 9,068 | 10,748 | ||||
| Income tax expense (recovery) | 16,808 | 21,600 | ||||
| Change in non-cash operating assets and liabilities | ||||||
| exclusive of effects of business combinations | 504 | (8,044 | ) | |||
| Income taxes (paid) received | (45,925 | ) | (39,098 | ) | ||
| Net cash flows from (used in) operating activities | 203,008 | 176,423 | ||||
| Cash flows from (used in) financing activities: | ||||||
| Interest paid on lease obligations | (1,171 | ) | (1,159 | ) | ||
| Interest paid on other facilities | (11,847 | ) | (7,875 | ) | ||
| Net increase (decrease) in Topicus Revolving Credit Facility | 85,000 | 25,000 | ||||
| Proceeds from issuance of term and other loans | 8,592 | 67,227 | ||||
| Proceeds from issuance of loan from CSI | – | 28,362 | ||||
| Increase (decrease) in loan from Vela Software Group | (1,817 | ) | 2,207 | |||
| Contribution from Vela Software Group towards the acquisition of Geosoftware | – | 17,950 | ||||
| Contribution from Vela Software Group towards the acquisition of Subsurface | 7,905 | – | ||||
| Repayments of term and other loans | (4,375 | ) | (411 | ) | ||
| Credit facility transaction costs | (3,207 | ) | (2,548 | ) | ||
| Payments of lease obligations | (20,025 | ) | (17,459 | ) | ||
| Other financing activities | (595 | ) | – | |||
| Dividends paid to redeemable preferred securities holders | (66,614 | ) | – | |||
| Dividends paid to common shareholders | – | (54,600 | ) | |||
| Net cash flows from (used in) in financing activities | (8,155 | ) | 56,694 | |||
| Cash flows from (used in) investing activities: | ||||||
| Acquisition of businesses | (153,828 | ) | (241,507 | ) | ||
| Cash obtained with acquired businesses | 38,126 | 19,929 | ||||
| Post-acquisition settlement payments, net of receipts | (13,430 | ) | (15,061 | ) | ||
| Receipt of additional subscription amount from the sellers of Topicus.com B.V. | – | 27,589 | ||||
| Interest, dividends and other proceeds received | 3,028 | 1,010 | ||||
| Property and equipment purchased | (7,303 | ) | (5,385 | ) | ||
| Net cash flows from (used in) investing activities | (133,407 | ) | (213,425 | ) | ||
| Effect of foreign currency on | ||||||
| cash and cash equivalents | 0 | 0 | ||||
| Increase (decrease) in cash | 61,445 | 19,692 | ||||
| Cash, beginning of year | 75,326 | 55,635 | ||||
| Cash, end of year | 136,772 | 75,326 | ||||
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