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    TOI   CA89072T1021

TOPICUS.COM INC.

(TOI)
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Constellation Software Inc. : and Topicus.Com Inc. Announce Results for the TSS Operating Group for the Fourth Quarter Ended and Year Ended December 31, 2020

02/10/2021 | 05:03pm EDT

TORONTO, Feb. 10, 2021 (GLOBE NEWSWIRE) -- Topicus.com Inc. (TSXV:TOI) in a joint release with Constellation Software Inc. (TSX:CSU) today announced financial results for the TSS Operating Group for the fourth quarter and year ended December 31, 2020. 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 Constellation Software Netherlands Holding Cooperatief U.A. (the “Coop” or the “Company”) for the year ended December 31, 2020, 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, 2020, 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. The information presented is based on the historical financial performance of the Coop, as predecessor to Topicus.com Inc. (“Topicus”), and does not take into account the transactions described under “Subsequent Events”.

Our board continues to be humbled by the Company’s employees who are embracing the continued disruption caused by COVID-19, as they support each other and focus on creating value and stronger relationships with our customers.

Q4 2020 Headlines:

  • Revenue grew 18% (3% organic growth) to €137.4 million compared to €116.9 million in Q4 2019.
  • Net income increased 15% to €12.9 million (€0.22 on a diluted per unit basis) from €11.2 million (€0.19 on a diluted per unit basis) in Q4 2019.
  • A number of acquisitions were completed for aggregate cash consideration of €39.0 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €7.0 million resulting in total consideration of €46.0 million.
  • Cash flows from operations (“CFO”) were €30.3 million, an increase of 59%, or €11.2 million, compared to €19.1 million for the comparable period in 2019.
  • Free cash flow available to shareholders1 (“FCFA2S”) increased €11.4 million to €23.9 million compared to €12.5 million for the same period in 2019.

2020 Headlines:

  • Revenue grew 18% (2% organic growth) to €494.0 million compared to €417.4 million in 2019.
  • Net income increased 37% to €63.7 million (€1.08 on a diluted per unit basis) from €46.5 million (€0.76 on a diluted per unit basis) in 2019.
  • A number of acquisitions were completed for aggregate cash consideration of €85.4 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €15.8 million resulting in total consideration of €101.2 million.
  • Cash flows from operations (“CFO”) were €151.9 million, an increase of 25%, or €30.5 million, compared to €121.4 million for the comparable period in 2019.
  • Free cash flow available to shareholders1 (“FCFA2S”) increased €26.7 million to €130.1 million compared to €103.4 million for the same period in 2019.
  1.  See Non-IFRS measures. 

Total revenue for the quarter ended December 31, 2020 was €137.4 million, an increase of 18%, or €20.5 million, compared to €116.9 million for the comparable period in 2019. For the 2020 fiscal year total revenues were €494.0 million, an increase of 18%, or €76.6 million, compared to €417.4 million for the 2019 fiscal year. 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 3% and 2% respectively.

Net income for the quarter ended December 31, 2020 was €12.9 million compared to net income of €11.2 million for the same period in 2019. On a per unit basis, this translated into a net income per diluted unit of €0.22 in the quarter ended December 31, 2020 compared to net income per diluted unit of €0.19 for the same period in 2019. For the fiscal year ended December 31, 2020, net income was €63.7 million or €1.08 per diluted unit compared to €46.5 million or €0.76 per diluted unit for the 2019 fiscal year. Diluted units outstanding decreased from 61.4 million to 59.1 million for the fiscal year ended December 31, 2020.

For the quarter ended December 31, 2020, CFO increased €11.2 million to €30.3 million compared to €19.1 million for the same period in 2019 representing an increase of 59%. For the fiscal year ended December 31, 2020, CFO increased €30.5 million to €151.9 million compared to €121.4 million for the 2019 fiscal year representing an increase of 25%.

For the quarter ended December 31, 2020, FCFA2S increased €11.4 million to €23.9 million compared to €12.5 million for the same period in 2019. For the fiscal year ended December 31, 2020, FCFA2S increased €26.7 million to €130.1 million compared to €103.4 million for the 2019 fiscal year representing an increase of 26%.

Subsequent Events

On January 4, 2021, (i) the Coop changed its name to Topicus.com Coöperatief U.A., (ii) Total Specific Solutions (TSS) B.V., a subsidiary of the Coop, paid a dividend in the aggregate amount of €54,600,000 to its holders of ordinary membership interests at such time, (iii) the Coop reorganized its articles of association to create a new class of ordinary units and a new class of preference units, (iv) the existing ownership interests in the Coop were exchanged for new ordinary units and new preference units; (v) Topicus issued 39,412,385 subordinate voting shares and 39,412,385 preferred shares to Constellation Software Inc. (“CSI”) in exchange (indirectly) for the ordinary units and preference units of the Coop held by CSI at such time, and (vi) CSI distributed, by way of a dividend-in-kind, 39,412,367 of the subordinate voting shares of Topicus held by CSI to CSI’s common shareholders of record on December 28, 2020.

On January 5, 2021, a subsidiary of the Coop, TPCS Holding B.V., completed the purchase of 100% of the shares of Topicus.com B.V. (“Topicus BV”), a Netherlands-based diversified vertical market software provider, from IJssel B.V. for a purchase price of €217,400,000, subject to adjustment.

The Coop now operates, together with Topicus BV, as Topicus.

As at February 10, 2021, there were 39,412,385 subordinate voting shares, 1 super voting share and 39,412,385 preferred shares of Topicus.com Inc. outstanding. The super voting share and the preferred shares are convertible into subordinate voting shares on a one-for-one basis. In addition, certain ordinary units and preference units of the Coop are, directly or indirectly, exchangeable for subordinate voting shares of Topicus.com Inc. on a one-for-one basis. As a result, an additional 90,429,434 subordinate voting shares of Topicus.com Inc. would be issuable upon the exercise of these conversion/exchange rights. On a fully-diluted basis, there would be 129,841,819 subordinate voting shares issued and outstanding.

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. 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, 
  2020 2019    2020 2019  
 (€ in millions, except percentages) (€ in millions, except percentages)
          
Net cash flows from operating activities 30.3 19.1    151.9 121.4  
Adjusted for:         
Interest paid on lease obligations (0.3)(0.2)   (1.0)(0.8) 
Interest paid on other facilities (1.2)(0.7)   (4.6)(2.5) 
Credit facility transaction costs - (1.8)   - (1.8) 
Payments of lease obligations (4.3)(3.3)   (13.8)(10.4) 
Property and equipment purchased (0.6)(0.6)   (2.4)(2.6) 
          
Free cash flow available to shareholders 23.9 12.5    130.1 103.4  
          
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
(416) 861-9677
info@topicus.com
www.topicus.com

SOURCE: TOPICUS.COM INC.



Constellation Software Netherlands Holding Coöperatief U.A.
Consolidated Statements of Financial Position  
(In thousands of euros, except per unit amounts. Due to rounding, numbers presented may not foot.)
    
    
  December 31, 2020December 31, 2019
    
Assets  
    
Current assets:  
 Cash55,635 28,036 
 Accounts receivable46,644 42,743 
 Unbilled revenue12,609 9,571 
 Inventories375 400 
 Other assets14,461 12,551 
  129,724 93,302 
    
Non-current assets:  
 Property and equipment8,782 8,575 
 Right of use assets50,517 42,635 
 Deferred income taxes1,946 1,170 
 Other assets3,956 4,078 
 Intangible assets446,213 393,783 
  511,415 450,242 
    
Total assets641,139 543,543 
    
Liabilities and Members' Equity  
    
Current liabilities:  
 Revolving credit facility19,482 49,169 
 Accounts payable and accrued liabilities97,386 84,979 
 Deferred revenue59,721 43,795 
 Provisions1,222 2,042 
 Acquisition holdback payables12,601 5,462 
 Lease obligations13,953 11,549 
 Income taxes payable12,576 3,580 
  216,941 200,576 
    
Non-current liabilities:  
 Term loan32,572 32,274 
 Deferred income taxes79,958 71,525 
 Acquisition holdback payables608 1,012 
 Lease obligations37,154 30,483 
 Other liabilities9,225 5,279 
  159,518 140,572 
    
Total liabilities376,459 341,148 
    
    
Members' equity:  
 Ordinary units59,078 59,078 
 Accumulated other comprehensive income (loss)(2,113)(714)
 Retained earnings207,715 144,031 
  264,681 202,395 
    
    
Total liabilities and members' equity641,139 543,543 



Constellation Software Netherlands Holding Coöperatief U.A.  
Consolidated Statements of Income   
(In thousands of euros, except per unit amounts. Due to rounding, numbers presented may not foot.)
     
     
  Years ended December 31,
  2020  2019 
     
     
Revenue   
License14,395  8,068 
Professional services119,522  111,915 
Hardware and other6,192  4,677 
Maintenance and other recurring353,877  292,740 
  493,986  417,399 
     
Expenses   
Staff254,694  217,197 
Hardware2,986  3,193 
Third party license, maintenance and professional services45,515  39,962 
Occupancy3,298  3,156 
Travel, telecommunications, supplies, software and equipment12,888  14,643 
Professional fees9,485  7,006 
Other, net4,675  7,546 
Depreciation18,703  15,210 
Amortization of intangible assets50,381  46,301 
  402,626  354,213 
     
Finance costs and other6,347  4,480 
  6,347  4,480 
     
Income before income taxes85,013  58,707 
     
Current income tax expense (recovery)28,961  20,555 
Deferred income tax expense (recovery)(7,632) (8,314)
Income tax expense (recovery)21,329  12,241 
     
Net income (loss)63,684  46,466 
     
Weighted average units   
 Basic units outstanding59,078,027  59,078,027 
 Diluted units outstanding59,078,027  61,438,835 
     
Earnings per unit   
 Basic1.08  0.79 
 Diluted1.08  0.76 
     



Constellation Software Netherlands Holding Coöperatief U.A.   
Consolidated Statements of Comprehensive Income   
(In thousands of euros, except per unit amounts. Due to rounding, numbers presented may not foot.)
    
    
 Years ended December 31,
 2020  2019 
Net income63,684  46,466 
    
Items that are or may be reclassified subsequently to net income:   
    
  Foreign currency translation differences from foreign operations and other(1,398) (207)
    
Other comprehensive (loss) income for the period, net of income tax(1,398) (207)
    
Total comprehensive income (loss) for the period62,285  46,258 



Constellation Software Netherlands Holding Coöperatief U.A. 
Consolidated Statement of Changes in Members' Equity  
(In thousands of euros, except per unit amounts. Due to rounding, numbers presented may not foot.)
     
     
Year ended December 31, 2020    
 Ordinary
units
Accumulated other
comprehensive (loss) income
Retained earningsTotal 
  Cumulative translation account and
other
  
     
Balance at January 1, 202059,078(714)144,031202,395 
       
Total comprehensive income for the period:      
       
Net income-- 63,68463,684 
       
Other comprehensive income (loss)      
       
Foreign currency translation differences from      
foreign operations and other-(1,398)-(1,398)
       
Total other comprehensive income (loss)      
for the period
-(1,398)-(1,398)
       
Total comprehensive income (loss) for the period-(1,398)63,68462,285 
       
       
Balance at December 31, 202059,078(2,113)207,715264,681 



Constellation Software Netherlands Holding Coöperatief U.A. 
Consolidated Statement of Changes in Members' Equity  
(In thousands of euros, except per unit amounts. Due to rounding, numbers presented may not foot.)
     
     
Year ended December 31, 2019      
       
 Ordinary
Units
Accumulated other
comprehensive (loss) income
 Retained earningsTotal 
  Cumulative translation account and
other
    
       
Balance at January 1, 201959,078(507)97,236155,806 
       
Total comprehensive income for the period:      
       
Net income-- 46,46646,466 
       
Other comprehensive income (loss)      
       
Foreign currency translation differences from      
foreign operations and other-(207)-(207)
       
Total other comprehensive income (loss) for the period-(207)-(207)
       
Total comprehensive income (loss) for the period-(207)46,46646,258 
       
Capital contribution   330330 
       
Balance at December 31, 201959,078(714)144,031202,395 



Constellation Software Netherlands Holding Coöperatief U.A.   
Consolidated Statements of Cash Flows   
(In thousands of euros, except per unit amounts. Due to rounding, numbers presented may not foot.)
      
      
   Years ended December 31,
   2020  2019 
      
Cash flows from operating activities:   
 Net income63,684  46,466 
 Adjustments for:   
  Depreciation18,703  15,210 
  Amortization of intangible assets50,381  46,301 
  Finance costs and other6,347  4,480 
  Income tax expense (recovery)21,329  12,241 
 Change in non-cash operating assets and liabilities   
  exclusive of effects of business combinations (note 24)11,209  8,290 
 Income taxes (paid) received(19,787) (11,620)
 Net cash flows from operating activities151,866  121,366 
      
Cash flows from (used in) financing activities:   
 Interest paid on lease obligations(952) (777)
 Interest paid on other facilities(4,643) (2,450)
 Increase (decrease) in Revolving credit facility(30,000) 5,000 
 Proceeds from issuance of term loan-  34,000 
 Repayments of other debt facilities-  (749)
 Credit facility transaction costs-  (1,775)
 Payments of lease obligations(13,776) (10,389)
 Repayment of preferred units classified as a liability-  (9,723)
 Repayment of unitholder loans(647) (19,487)
 Net cash flows from (used in) in financing activities(50,018) (6,350)
      
Cash flows from (used in) investing activities:   
 Acquisition of businesses (note 4)(85,390) (114,876)
 Cash obtained with acquired businesses (note 4)19,690  21,737 
 Post-acquisition settlement payments, net of receipts(7,011) (5,787)
 Purchases of other investments-  (480)
 Interest, dividends and other proceeds received870  - 
 Property and equipment purchased(2,408) (2,565)
 Net cash flows from (used in) investing activities(74,249) (101,970)
      
Effect of foreign currency on   
 cash and cash equivalents0  0 
      
Increase (decrease) in cash27,599  13,046 
      
Cash, beginning of period28,036  14,990 
      
Cash, end of period55,635  28,036 

Source: Topicus.com Inc.; Constellation Software Inc.

2021 GlobeNewswire, Inc., source Press Releases

Stocks mentioned in the article
ChangeLast1st jan.
CONSTELLATION SOFTWARE INC. 0.58% 1779.99 Delayed Quote.7.69%
TOPICUS.COM INC. 3.62% 83.59 Delayed Quote.0.00%
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Financials
Sales 2020 494 M 598 M 598 M
Net income 2020 63,7 M 77,1 M 77,1 M
Net Debt 2020 47,5 M 57,5 M 57,5 M
P/E ratio 2020 -
Yield 2020 -
Capitalization 2 250 M 2 722 M 2 723 M
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees 3 021
Free-Float 98,7%
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Managers and Directors
NameTitle
Daan Dijkhuizen Chief Executive Officer
Jamal Nizam Baksh Chief Financial Officer & Director
Robin van Poelje Non-Executive Chairman
Mark Henri Leonard Non-Executive Director
Bernard Anzarouth Non-Executive Director
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