15. Pro forma supplementary information for the year ended 28 February 2023
Pro forma supplementary financial information is included to illustrate i) the effects of the translation of foreign operations on the Group ii) the effects of share-based payments, restructuring costs,
one-off tax items
impacting EBITDA, and acquisition, integration and corporate actions costs on EBITDA and iii) the effects of normalisation adjustments impacting headline earnings ("underlying earnings"). The pro forma adjustments to EBITDA and
underlying earnings are to align with international peer reporting.
Pro forma financial information is included for the Group's revenue for the current reporting period had it been translated at the average foreign currency exchange rates (simple average) of the prior reporting period ("constant currency").
Pro forma financial information is included for EBITDA. The Group has adjusted its EBITDA to exclude share-based payments, restructuring costs, one-off tax items impacting EBITDA, and acquisition, integration and corporate actions costs ("adjusted EBITDA").
Pro forma underlying earnings information is also presented. Underlying earnings exclude the following: impairments of goodwill and intangible assets, profit or loss on sale of investments and assets, amortisation of acquired intangible assets, unrealised foreign exchange movements, acquisition-related adjustments, fair value movements on acquisition-related financial instruments, restructuring costs relating to fundamental reorganisations, one-off tax items impacting EBITDA, costs relating to acquisitions, integration and corporate actions, and the taxation effect on all of the aforementioned.
This supplementary information constitutes pro forma information in terms of the JSE Listings Requirements. The pro forma financial information has been compiled for illustrative purposes only and is the responsibility of the Datatec directors. Due to the nature of this information,it may not fairly present the Group's financial position, changes in equity and results of operations or cash flows.
The pro forma information has been compiled in terms of the JSE Listings Requirements and the Revised Guide on Pro Forma Information by SAICA. The Group's external auditor, PricewaterhouseCoopers Inc., has issued an unmodified assurance report, in terms of ISAE 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information in a Prospectus on 23 May 2023. Refer to the pages following this note for their unmodified reporting accountant's report thereon.
Effects of the translation of foreign operations
To determine the revenues in constant currency terms, the current financial reporting period's monthly revenues in local currency have been converted to US Dollar at the average monthly exchange rates prevailing over the same period in the prior year. The average exchange rates of the Group's material currencies are listed below:
| Average exchange rates | Year ended 28 February 2023 |
Year ended 28 February 2022 |
|
| British Pound/US Dollar | 1.21 | 1.37 | |
|---|---|---|---|
| Euro/US Dollar | 1.04 | 1.16 | |
| US Dollar/Brazilian Real | 5.13 | 5.37 | |
| US Dollar/Australian Dollar | 1.45 | 1.35 | |
| US Dollar/Singapore Dollar | 1.38 | 1.35 | |
| US Dollar/South African Rand | 16.79 | 15.01 |
Constant currency financial information
| Year ended 28 February 2023 | ||||
| US$'000 |
Revenue |
Pro forma revenue |
Constant currency % change |
|
| Datatec Group | 5 143 125 | 5 468 878 | 20.3 | |
|---|---|---|---|---|
| Westcon International | |
3 420 569 | 3 625 509 | 25.4 |
| Logicalis International | |
1 231 517 | 1 314 656 | 16.0 |
| Logicalis Latin America | |
491 039 | 528 713 | 1.2 |
Adjusted EBITDA
To determine adjusted EBITDA, share-based payments, restructuring costs, one-off tax items impacting EBITDA, and acquisition, integration and corporate actions costs have been excluded. After a review of the key financial metrics of Datatec's international peers at a Board strategy meeting, the Group is now presenting adjusted EBITDA excluding one-off tax items impacting EBITDA, and acquisition, integration and corporate actions costs. This is in order to be more in line with international peer reporting. This change has been applied prospectively. While the comparatives are unadjusted, these items were not material in the prior year.
| US$'000 |
Year ended 28 February 2023 |
Re-presented^ Year ended 28 February 2022 |
|
| EBITDA | 98 246 | 143 457 | |
|---|---|---|---|
| Share-based payments | 52 641 | 15 465 | |
| Restructuring costs | 15 157 | – | |
| One-off tax items impacting EBITDA* | 11 863 | – | |
| Acquisition, integration and corporate actions costs* | 2 275 | – | |
| Adjusted EBITDA | 180 182 | 158 922 |
| * | Based on information underlying the consolidated annual financial statements for the year ended 28 February 2023. |
^
|
The prior year has been re-presented to show comparative results from continuing and discontinued operations in accordance with IFRS 5. |
Underlying earnings
Underlying earnings exclude the following: impairments of goodwill and intangible assets, profit or loss on sale of investments and assets, amortisation of acquired intangible assets, unrealised foreign exchange movements, acquisition-related adjustments, fair value movements on acquisition-related financial instruments, restructuring costs relating to fundamental reorganisations, one-off tax items impacting EBITDA, costs relating to acquisitions, integration and corporate actions, and the taxation effect on all of the aforementioned.
As stated above, the exclusion of one-off tax items impacting EBITDA, and acquisition, integration and corporate actions costs is in order to be more in line with international peer reporting. This change has been applied prospectively. While the comparatives are unadjusted, these items were not material in the prior year.
| US$'000 | Year ended 28 February 2023 |
Year ended 28 February 2022 |
|
| Reconciliation of headline (loss)/earnings to underlying earnings | |||
| Headline (loss)/earnings | (20 235) | 33 008 | |
| Underlying earnings adjustments | 37 374 | 5 075 | |
| Unrealised foreign exchange losses/(gains) | 9 115 | (470) | |
| Acquisition-related fair value adjustments | 38 | (567) | |
| Restructuring costs | 15 157 | – | |
| Amortisation of acquired intangible assets | 11 886 | 10 100 | |
| One-off tax items impacting EBITDA* | 11 863 | – | |
| Acquisition, integration and corporate actions costs* | 2 318 | – | |
| Tax effect | (7 258) | (3 009) | |
| Non-controlling interests | (5 745) | (979) | |
| Underlying earnings | 17 139 | 38 083 | |
| Continuing operations - Re-presented^ | 13 311 | 32 471 | |
| Discontinued operations - Re-presented^ | 3 828 | 5 612 | |
| Underlying earnings per share (US cents) | |||
| Underlying | 7.9 | 18.7 | |
| Continuing operations | 6.1 | 16.0 | |
| Discontinued operations | 1.8 | 2.7 | |
| Diluted underlying | 7.6 | 18.2 | |
| Continuing operations | 5.9 | 15.5 | |
| Discontinued operations | 1.7 | 2.7 | |
| ^ | The prior year has been re-presented to show comparative results from discontinued operations in accordance with IFRS 5. |
| * | Based on information underlying the consolidated annual financial statements for the year ended 28 February 2023. |