TORONTO, ONTARIO (May 4, 2021) – 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 first quarter ended March 31, 2021. 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 months ended March 31, 2021 and the accompanying notes, our Management Discussion and Analysis for the three months ended March 31, 2021 and the Annual Consolidated Financial Statements of Constellation Software Netherlands Holding Cooperatief U.A. (the “Topicus Coop” or “CSNH”) 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.
Q1 2021 Headlines:
- Revenue increased 50% (7% organic growth) to €179.6 million compared to €119.8 million in Q1 2020.
- A €2,456.8 million expense related to the increase in fair value of redeemable preferred securities was incurred in the quarter, €2,442.1 million of which is non-cash related. Fair value of the preferred securities is primarily dependent on the price movement of Topicus’ Subordinate Voting Shares.
- Earnings decreased to a net loss of €2,436.1 million (€52.40 on a diluted per share basis) from net income of €17.5 million (€0.15 on a diluted per share basis) in Q1 2020 primarily resulting from the €2,456.8 million redeemable preferred securities expense.
- On January 5, 2021, the Company acquired 100% of the shares of Topicus.com B.V. from Ijssel B.V. (“Ijssel”). The Company paid cash of €133.6 million to Ijssel. Furthermore, the Company issued 5,842,882 Topicus Coop Preference Units to Ijssel for an initial subscription price of €83.8 million plus an additional subscription amount of €27.6 million which will paid by Ijssel to the Company in May 2021. The Company also issued 5,842,882 Topicus Coop Ordinary Units to Ijssel. The aggregate consideration totalled €217.4 million.
- Additional acquisitions were completed for aggregate cash consideration of €13.0 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of €0.7 million resulting in total consideration of €13.7 million.
- Cash flows from operations (“CFO”) increased €39.4 million to €159.8 million compared to €120.4 million in Q1 2020 representing an increase of 33%.
- Free cash flow available to shareholders1 (“FCFA2S”) increased €14.8 million to €91.5 million compared to €76.7 million in Q1 2020 representing an increase of 19%.
Total revenue for the quarter ended March 31, 2021 was €179.6 million, an increase of 50%, or €59.8 million, compared to €119.8 million for the comparable period in 2020. The increase for the three-month period compared to the same period in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 7%.
On January 4, 2021 and January 5, 2021, the Company completed a corporate reorganization and acquired Topicus.com B.V. (the “Combination”). In connection with the Combination, the Company issued 39,412,385 Preferred Shares to Constellation Software Inc. and 19,665,642 Topicus Coop Preference Units to Joday Investments II B.V. and certain individual investors affiliated therewith (being the previous minority owners of CSNH), and in connection with the acquisition of Topicus.com B.V. on January 5, 2021, the Company issued 5,842,882 Topicus Coop Preference Units to Ijssel, collectively the “Preferred Securities”. The Preferred Securities are non-voting and under certain conditions are redeemable at the option of the holder for a redemption price of approximately €19.06 per security. The redemption price may either be settled in cash or through the issuance of a variable number of Subordinate Voting Shares or Topicus Coop Ordinary Units, as applicable, of equal value, or any combination thereof. The Preferred Securities are also convertible into Subordinate Voting Shares or Topicus Ordinary Units, as applicable, at a conversion ratio of 1:1. The Preferred Securities holders will also be entitled to a fixed annual cumulative dividend of 5% per annum on the initial Preferred Securities value of approximately €19.06 per security.
The Preferred Securities will be recorded at fair value at the end of each reporting period. The change in fair value of the Preferred Securities is recorded as redeemable preferred securities expense (income) in the condensed consolidated interim statements of income. Based on the Preferred Securities conversion right, the value of the Preferred Securities is primarily dependent on the price movement of Topicus’ Subordinate Voting Shares. At March 31, 2021 the market price of Topicus’ Subordinate Voting Share closed at CAD$82.54 or approximately €55.89. The increase in value from €19.06 to €55.89 multiplied by the 64.9 million Preferred Securities outstanding equals approximately €2,391.2 million. The difference between €2,391.2 million and the fair value of €2,456.8 million primarily relates to the impact of share price volatility and optionality and the accrued dividend of €14.7 million.
As the threshold for the mandatory conversion or redemption of all Preferred Securities was reached on April 29, 2021, it is expected that the holders will provide their notification for conversion no later than May 29, 2021 at which time the associated liability excluding accrued dividends will be extinguished.
Further descriptions of the significant terms and conditions of the Preferred Securities are described in Note 9 to the Company’s Unaudited Condensed Consolidated Interim Financial Statements for the three month period ended March 31, 2021.
Net loss for the quarter ended March 31, 2021 was €2,436.1 million compared to net income of €17.5 million for the same period in 2020 primarily resulting from the €2,456.8 million redeemable preferred securities expense, €2,442.1 million of which is non-cash related. On a per share basis, this translated into a net loss per diluted share of €52.40 in the quarter ended March 31, 2021 compared to net income per diluted share of €0.15 for the same period in 2020.
For the quarter ended March 31, 2021, CFO increased €39.4 million to €159.8 million compared to €120.4 million for the same period in 2020 representing an increase of 33%.
For the quarter ended March 31, 2021, FCFA2S increased €14.8 million to €91.5 million compared to €76.7 million for the same period in 2020 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 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.
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. 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:
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:
Chief Financial Officer
SOURCE: TOPICUS.COM INC.