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8. Acquisitions made during the period

as at 31 August 2021

The following table sets out the assessment of the fair values of assets and liabilities acquired in the acquisitions made by the Group.

   Unaudited
Six months
to 31 August 2021
Unaudited
Six months 
to 31 August 
2020 
Total 
Audited
Year ended 
28 February 
2021 
Total 
US$'000  Áudea Siticom Total
Net assets acquired 
Non-current assets  30  2 575  2 605  481  233 
Current assets  1 339  9 566  10 905  3 052  8 799 
Non-current liabilities  (301) (4 180) (4 481) –  (2 555)
Current liabilities  (933) (6 318) (7 251) (9 152) (12 679)
Net assets acquired  135  1 643  1 778  (5 619) (6 202)
Intangible assets  1 204  4 332  5 536  5 869  7 626 
Goodwill  1 138  11 876  13 014  802  9 495 
Non-controlling interests recognised  (404) –  (404)    (1 623)
Fair value of acquisitions  2 073  17 851  19 924  1 052  9 296 
Purchase consideration 
Funds received from non-controlling interests  –  (5 355) (5 355) –  – 
Earn-out liability  –  1 159  1 159  –  – 
Acquisition-related liabilities  –  9 337  9 337  –  – 
Cash  2 073  12 710  14 783  7 796  9 296 
Total consideration  2 073  17 851  19 924  7 796  9 296 
Cash outflow for acquisitions 
Net cash resources acquired  (300) (2 518) (2 818) (900) (3 760)
Funds received from non-controlling interests  –  (5 355) (5 355) –  – 
Cash consideration paid  2 073  12 710  14 783  7 796  9 296 
Net cash outflow for acquisitions  1 773  4 837  6 610  6 896  5 536 

During the period ended 31 August 2021, Datatec Group made the following acquisitions:

On 31 March 2021, Logicalis acquired 70% of the issued share capital in Áudea, a Spanish company which specialises in cyber security, data protection, governance and compliance, for a consideration of US$2.1 million cash. Áudea's cyber security capabilities are complementary to Logicalis Spain's security portfolio, creating a much broader professional and managed service offering.

On 1 June 2021, Logicalis acquired Siticom, a German company that is a leading services and solutions provider in the software-defined networking and 5G market, through a new company, Logicalis Siticom GmbH. The transaction involved the acquisition of 100% of the issued share capital for a consideration of US$12.7 million followed by the immediate disposal of 29.6% of the issued share capital to two of the previous owners/managers for a consideration of US$5.4 million. There are two options for Logicalis to repurchase this non-controlling interest for an agreed amount of up to US$10.5 million over the next two years, whereafter Logicalis will own 100% of Siticom. Of this agreed amount, US$9.3 million is required to settle these options and has been placed in an escrow account that is not reflected as part of cash and cash equivalents, but included in other receivables. A potential maximum EUR1.0 million (approximately US$1.2 million) earn-out liability, subject to certain performance conditions, is included in the purchase price and payable in the financial year ending 29 February 2024. The principles of IFRS 10 were deemed to take preference over those of IAS 32. The terms of the fixed price options were assessed and it was determined that the risks and rewards associated with the ownership of the non-controlling interests shares have been retained by Logicalis Siticom GmbH. As a result, Logicalis consolidated 100% of the results of Siticom for the period it was owned in H1 FY22, and will continue to do so in the future. The total purchase price of the Siticom acquisition (including the options and earn-out liability) is up to a maximum of EUR15.0 million (approximately US$17.9 million), of which US$10.5 million is accounted for as a liability at the acquisition date and included in acquisition-related liabilities.

Siticom has extensive skills in telecommunication and software-defined networking architectures, IoT implementations and next-generation public and private networks. The acquisition will give Logicalis a platform to establish a pan-European centre of expertise in developing advanced networking integration capabilities around 5G and evolving cloud orchestrated network interoperability. Logicalis also aims to expand these skill sets and application knowledge across Datatec to complement its existing capabilities in markets such as Latin America and Asia.

As a result of these acquisitions, goodwill and other intangible assets increased provisionally by US$13.0 million and US$5.5 million respectively. None of the goodwill recognised is expected to be deductible for income tax purposes.

All trade receivables acquired are measured at amortised cost. The carrying value of trade receivables balances approximates their fair value, therefore no fair value disclosures are provided. All identifiable intangible assets have been recognised and accounted for at fair value.

Non-controlling interests in the acquiree is initially measured at the non-controlling shareholders’ portion of net identifiable assets acquired and liabilities and contingent liabilities assumed.

The revenue and EBITDA included from these two acquisitions in H1 FY22 were US$8.4 million and US$1.0 million respectively; profit after tax included from these acquisitions was US$0.6 million. Had the acquisition date been 1 March 2021 for both acquisitions, the revenue and EBITDA would have been approximately US$15.7 million and US$1.9 million respectively for the six months to 31 August 2021. The approximate profit after tax would have been US$1.0 million for the period. Acquisition-related costs of US$0.3 million have been incurred on the above acquisitions to date.

The fair value assessments of assets and liabilities acquired and the amounts recognised as goodwill and intangible assets have only been determined provisionally due to the timing of the acquisitions and future amendments may impact classification in these categories.