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Softchoice Announces Fourth Quarter and Full Year 2022 Results

Softchoice announces dividend increase and renews share buyback program

Softchoice Corporation (“Softchoice” or the “Company”) (TSX: SFTC) today announced its financial results for the fourth quarter (“Q4 2022”) and full year (“Fiscal 2022”) ended December 31, 2022. Softchoice will hold a conference call/webcast to discuss its results today, March 9, 2022, at 8:30 a.m. ET. Unless otherwise noted, all dollar ($) amounts are in U.S. dollars.

Q4 2022 Summary 1

  • Gross profit increased to $86.2 million, compared to $85.8 million in the fourth quarter of 2021 (“Q4 2021”), driven by growth in Services and Software & Cloud. Gross profit was negatively impacted by approximately $2.3 million in the quarter due to the strengthened U.S. dollar, specifically by the translation of gross profit generated in Canada into the Company's reporting currency of U.S. dollars.
    • Gross profit in Q4 2022 increased by 3.2%, or $2.7 million, in Constant Currency when compared to Q4 2021.
    • Q4 2021 benefited from large Hardware and Software & Cloud solution purchases from a few Enterprise customers, which helped drive an exceptional 31% year-over-year increase in that period. The decline from these few customers in Q4 2022 partially offset solid 10.5% gross profit growth, in Constant Currency, across the remaining customer base led by double digit growth in Software & Cloud.
  • Adjusted EBITDA increased by 19.1% to $31.5 million compared to $26.5 million in Q4 2021 due to the increase in gross profit and a reduction in Adjusted Cash Operating Expenses. Foreign exchange fluctuations had an immaterial impact on Adjusted EBITDA as the negative impact on gross profit was offset by a similar reduction in Adjusted Cash Operating Expenses.
  • Income from operations increased by $14.6 million to $25.3 million, from $10.7 million in Q4 2021.
  • Net income increased by $10.8 million to $18.2 million from $7.4 million in Q4 2021.
  • Adjusted Net Income increased by 13.5% or $2.3 million to $19.5 million from $17.2 million in Q4 2021, driven primarily by the increase in Adjusted EBITDA partially offset by an increase in income tax expense.
  • Adjusted EPS on a diluted basis increased by 18.5% to $0.32 from $0.27 in Q4 2021 due to the increase in Adjusted Net Income combined with a reduction in the total weighted average number of common shares of the Company (each, a “Common Share”) outstanding reflecting the Company’s repurchase and cancellation of Common Shares under its Normal Course Issuer Bid (“NCIB”) in Fiscal 2022.

Fiscal 2022 Summary 1

  • AE headcount finished December 31, 2022 at 440, above the end-of-year target of 423 to 433 AEs, compared with 396 AEs as at December 31, 2021.
  • Number of Customers grew to 4,758 as of December 31, 2022, an increase of 120 over December 31, 2021.
  • The Revenue Retention Rate was 106% in Fiscal 2022, illustrating strong sales growth with existing Customers.
  • Gross profit increased by 8.8% to $312.3 million, compared to $287.0 million in Fiscal 2021, driven by 12.2% growth in Software & Cloud solutions. The increase in Software & Cloud was supported by strong growth in our public cloud and security software solutions.
    • Gross profit increased by 10.4% in Constant Currency when compared to Fiscal 2021.
  • Adjusted EBITDA increased by 18.4% to $81.8 million, from $69.1 million in Fiscal 2021, as the increase in gross profit was partially offset by an increase in Adjusted Cash Operating Expenses which were driven by higher personnel costs as a result of growth investments made in 2022.
    • Foreign exchange fluctuations had an immaterial impact on Fiscal 2022 Adjusted EBITDA.
  • Income from operations increased by $50.6 million to $53.8 million, from $3.2 million in Fiscal 2021.
  • Net income increased by $31.8 million to $21.8 million from a net loss of $10.0 million in Fiscal 2021.
  • Adjusted Net Income increased by 33.9% or $12.5 million to $49.5 million from $37.0 million in Fiscal 2021 driven primarily by the increase in Adjusted EBITDA partially offset by an increase in income tax expense.
  • Adjusted EPS on a diluted basis increased by 23.1% to $0.80 compared to $0.65 in Fiscal 2021.
  • Net cash from operating activities was $40.0 million in 2022 compared to $53.7 million in 2021, with the decrease relating to working capital items.
  • Adjusted Free Cash Flow increased by 20.9% to $72.4 million, or 89% of Adjusted EBITDA, compared to $59.9 million, or 87% of Adjusted EBITDA, in Fiscal 2021 and was used as follows in 2022: (i) approximately 22% was used to pay dividends to shareholders, (ii) 49% was used for share buybacks under the NCIB, and (iii) the remainder was used primarily for cash taxes and interest payments.
  • As of December 31, 2022, the Company had approximately $90 million in loans and borrowings outstanding, an increase of approximately $22 million from a year earlier with the increase due to certain one-time cash costs in 2022.
  • The Company ended Fiscal 2022 in strong financial condition, with approximately $186 million in available funds from cash on hand and through its $275 million revolving credit facility.

Dividends and NCIB Update 2

  • The Company’s Board of Directors (the “Board”) approved an approximate 22% increase in quarterly cash dividends for 2023 to Cdn. $0.11 per Common Share compared to Cdn. $0.09 per share in 2022.
  • The Board approved the renewal of the Company’s NCIB share buyback program.

Vince De Palma, Softchoice’s Chief Executive Officer, said:

“We recorded positive organic growth and solid free cash flow generation in 2022 despite a slower than anticipated fourth quarter. Growth in the year was driven by increased demand for our Software & Cloud solutions, notably in our focus areas of public cloud, security, and workplace. A healthy mix of increased sales to existing customers and contribution from new customers drove our growth, reflecting the benefits of the investments we’ve made in our expanded sales and technical teams. We continued to deepen our relationships with our technology partners and grow Softchoice’s reputation as an employer of choice for key sales and technical talent.”

Andrew Caprara, Softchoice’s President & Chief Operating Officer, said:

"We executed well on our growth strategy in 2022, including increasing our frontline salesforce significantly which, resulted in a return to growth of our customer base, especially in the second half as more of these new AEs reached higher productivity levels. We also expanded our specialized sales support and technical teams to advance our IT Solutions capabilities, which helped us achieve record gross profit per customer. The combination of a larger customer base and our proven ability to drive deeper engagements with our customers positions us well for strong organic growth in the future. Reflecting confidence in our long-term growth strategy and ability to increase free cash flow generation, our Board has approved another dividend increase in 2023 and the continuance of our share buyback program to enhance shareholder returns.”

Actual 2022 Results vs Outlook

 

Fiscal 2022 Actuals

Previously Disclosed Fiscal

2022 Outlook

Actuals

In Constant Currency

In Constant Currency

Gross profit

$312.3 million

$316.9 million

>$320 million

8.8% growth over Fiscal 2021

10.4% growth over Fiscal 2021

>11.5% growth over Fiscal 2021

Adjusted EBITDA as a Percentage of Gross Profit

26.2%

~26%

~25% to 28% margin

Adjusted Free Cash Flow Conversion

89%

~89%

Approximately 90%

Note: Fiscal 2022 in constant currency is translated at the average foreign exchange rate of Fiscal 2021 of $0.79 CAD/USD.

Financial Summary1

 

 

 

 

 

 

 

 

US$ M except per share amounts and

percentages

Q4

2022

Q4

2021

Change

%

Change

in

Constant

Currency

%

2022

2021

Change

%

Change

in

Constant

Currency

%

Operations

 

 

 

 

 

 

 

 

Gross Sales

570.7

634.3

(10.0%)

 

2,165.0

1,999.7

8.3%

 

Net sales

228.9

258.2

(11.3%)

 

928.2

903.1

2.8%

 

Gross profit

86.2

85.8

0.4%

3.2%

312.3

287.0

8.8%

10.4%

Adjusted EBITDA

31.5

26.5

19.1%

 

81.8

69.1

18.4%

 

as a Percentage of Gross Profit

36.6%

30.8%

 

 

26.2%

24.1%

 

 

Income from operations

25.3

10.7

136.2%

 

53.8

3.2

1,557.7%

 

Net income (loss)

18.2

7.4

147.5%

 

21.8

(10.0)

NMF

 

Net income (loss) per Diluted Share

$0.30

$0.12

150.0%

 

$0.35

$(0.22)

NMF

 

Adjusted Net Income

19.5

17.2

13.5%

 

49.5

37.0

33.9%

 

Adjusted EPS (Diluted)

$0.32

$0.27

18.5%

 

$0.80

$0.65

23.1%

 

 

 

 

 

 

 

 

 

 

Cash flow

 

 

 

 

 

 

 

 

Net cash provided by operating activities, excluding change in non-cash operating working capital

 

 

 

 

44.9

20.0

124.9%

 

 

Net cash provided by operating activities

 

 

 

 

40.0

53.7

(25.5%)

 

Adjusted Free Cash Flow

 

 

 

 

72.4

59.9

20.9%

 

Adjusted Free Cash Flow Conversion

 

 

 

 

89%

87%

 

 

 

 

 

 

 

 

 

 

 

Financial Position, as at Dec. 31

 

 

 

 

 

 

 

 

Net debt*

 

 

 

 

105.5

85.9

 

 

Net debt to Adjusted EBITDA ratio

 

 

 

 

1.3

1.2

 

 

Note: Q4 2022 in constant currency is translated at the average foreign exchange rate of Q4 2021, which was $0.79 CAD/USD. Fiscal 2022 in constant currency is translated at the average foreign exchange rate of Fiscal 2021 of $0.79 CAD/USD.

* Net debt equates to loans and borrowings plus lease liabilities less cash-on-hand

Gross Sales and Gross Profit by IT Solution Type and Sales Channel

US$ M except per share amounts and

percentages

Q4

2022

Q4

2021

Change

%

Change

in

Constant

Currency

%

2022

2021

Change

%

Change

in

Constant

Currency

%

Gross Sales by IT Solution Type*:

 

 

 

 

 

 

 

 

Software & Cloud

414.1

447.6

(7.5%)

 

1,493.0

1,360.9

9.7%

 

Services

27.1

26.8

1.2%

 

108.8

101.7

7.0%

 

Hardware

129.5

160.0

(19.1%)

 

563.3

537.1

4.9%

 

 

 

 

 

 

 

 

 

 

Gross Profit by IT Solution Type*:

 

 

 

 

 

 

 

 

Software & Cloud

54.3

53.2

1.9%

4.9%

197.9

176.4

12.2%

14.1%

as a percentage of Gross Sales

13.1%

11.9%

 

 

13.3%

13.0%

 

 

Services

10.6

7.3

45.5%

47.4%

30.5

28.2

8.5%

9.0%

as a percentage of Gross Sales

39.0%

27.2%

 

 

28.1%

27.7%

 

 

Hardware

21.3

25.3

(15.7%)

(13.3%)

83.9

82.5

1.8%

3.0%

as a percentage of Gross Sales

16.5%

15.8%

 

 

14.9%

15.4%

 

 

 

 

 

 

 

 

 

 

 

Gross Sales by Sales Channel*:

 

 

 

 

 

 

 

 

SMB

115.2

101.4

13.6%

 

448.7

383.9

16.9%

 

Commercial

301.4

282.9

6.6%

 

1,110.0

989.9

12.1%

 

Enterprise

154.1

250.1

(38.4%)

 

606.3

625.8

(3.1%)

 

 

 

 

 

 

 

 

 

 

Gross Profit by Sales Channel*:

 

 

 

 

 

 

 

 

SMB

19.4

17.0

14.4%

19.1%

69.8

57.0

22.6%

25.8%

as a percentage of Gross Sales

16.9%

16.8%

 

 

15.6%

14.8%

 

 

Commercial

46.6

45.2

3.2%

5.8%

172.1

159.5

7.9%

9.2%

as a percentage of Gross Sales

15.5%

16.0%

 

 

15.5%

16.1%

 

 

Enterprise

20.1

23.7

(14.9%)

(13.2%)

70.4

70.5

(0.2%)

0.8%

as a percentage of Gross Sales

13.1%

9.5%

 

 

11.6%

11.3%

 

 

Note: Q4 2022 in constant currency is translated at the average foreign exchange rate of Q4 2021, which was $0.79 CAD/USD. Fiscal 2022 in constant currency is translated at the average foreign exchange rate of Fiscal 2021 of $0.79 CAD/USD.

* Amounts may not add to total due to rounding

Dividend 2

On March 8, 2023, the Board declared a quarterly dividend of Cdn. $0.11 per Common Share for the period from January 1, 2023, to March 31, 2023, to be paid on April 14, 2023, to shareholders of record at the close of business on March 31, 2023, representing an increase of approximately 22% compared to the Cdn. $0.09 quarterly dividend paid for the same period in 2022. The Dividend to which this notice relates is an eligible dividend for tax purposes.

Normal Course Issuer Bid 2

During Q4 2022 and Fiscal 2022, the Company repurchased and cancelled 909,268 and 2,378,783 Common Shares respectively at an average price of Cdn. $17.29 and $19.60 per Common Share, respectively. As of March 7, 2023, the end of the current NCIB term, the Company repurchased and cancelled a total of 2,900,447 Common Shares at an average price of Cdn. $19.27.

On March 8, 2023, the Board approved the renewal of our NCIB through the facilities of the Toronto Stock Exchange (“TSX”) and/or alternative Canadian trading systems to purchase and cancel up to 2,901,668 of the Common Shares, representing 5% of the issued and outstanding number of Common Shares as of February 28, 2023 of 58,033,366, during the twelve-month period commencing March 13, 2023, and ending March 12, 2024.

In connection with the NCIB renewal, the Company entered into an automatic share purchase plan effective as of March 13, 2023 with a designated broker which allows for the purchase for cancellation of Common Shares, subject to certain trading parameters, by the Company’s designated broker during times when Softchoice would ordinarily not be active in the market due to applicable regulatory restrictions or self-imposed blackout periods. Outside of these periods, the Common Shares will be repurchased by the Company at our discretion under the NCIB.

Quarterly Conference Call

Softchoice’s management team will hold a conference call to discuss our fourth quarter and Fiscal 2022 results today at 8:30 a.m. (ET).

DATE: Thursday, March 9th, 2023

TIME: 8:30 a.m. Eastern Time

WEBCAST: https://app.webinar.net/gx7ORVjRbLZ

A link to the webcast will also be available on the Events page of the Investors section of Softchoice’s website at http://investors.softchoice.com. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. An archived replay of the webcast will be available for 90 days.

DIAL-IN: To join the conference call without operator assistance, you may register and enter your phone number at https://bit.ly/3WRVvIa to receive an instant automated call back. You can also dial direct to be entered to the call by an Operator: 416-764-8659 or 1-888-664-6392, Confirmation # 60499833

TAPED REPLAY: 416-764-8677 or 1-888-390-0541, Replay Code 499833 # (Available until March 16, 2023)

Capitalized Terms

Capitalized terms used in this release and terms we use to describe our IT solution types, including Software & Cloud, Services, and Hardware and sales channels including SMB, Commercial, and Enterprise, as well as other measures such as Customer, Revenue Retention Rate, and Constant Currency, are described in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2022 (the “Q4 2022 MD&A”), and/or our annual information form dated March 29, 2022 (the “AIF”) filed on SEDAR (as defined below) and available on the Company’s investor relations website http://investors.softchoice.com.

1 Non-IFRS Measures

This news release makes reference to certain non-IFRS measures and other measures. These measures are not recognized measures under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures, including “Adjusted EBITDA”, “Adjusted EBITDA as a Percentage of Gross Profit”, “Adjusted Cash Operating Expenses”, “Adjusted Net Income (Loss)”, “Adjusted EPS”, “Adjusted Free Cash Flow”, “Adjusted Free Cash Flow Conversion”, and “Gross Sales”. These non-IFRS measures and other measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. Our management uses these non-IFRS measures and other measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We also believe that securities analysts, investors and other interested parties frequently use certain of these non-IFRS measures and other measures in the evaluation of issuers. As required by Canadian securities laws, we reconcile the non-IFRS measures to the most comparable IFRS measures. For more information on non-IFRS measures and other measures, see the Q4 2022 MD&A filed on SEDAR and available on the Company’s investor relations website http://investors.softchoice.com.

Reconciliations of Non-IFRS Financial Measures

 

(Information in thousands of U.S. dollars, unless otherwise stated)

Three Months Ended

December 31,

Fiscal Year Ended

December 31,

Reconciliation of Net Sales to Gross Sales

2022

2021

2022

2021

Net sales

228,898

258,175

928,214

903,066

Net adjustment for sales transacted as agent

341,792

376,132

1,236,792

1,096,607

Gross Sales

570,690

634,307

2,165,006

1,999,673

 

Reconciliation of Operating Expenses to Adjusted Cash Operating Expenses

 

 

 

 

Operating expenses

60,904

75,104

258,490

283,734

Depreciation and amortization

(4,798)

(5,027)

(19,391)

(21,167)

Equity-settled share-based compensation and other costs (1)

(504)

(8,154)

(2,933)

(37,334)

Non-recurring compensation and other costs (2)

(862)

(6)

(3,825)

(688)

Business transformation non-recurring costs (3)

(84)

(499)

(1,447)

(1,573)

IPO related costs (4)

(79)

(3,071)

Follow-On Offering costs (5)

 

(287)

 

(287)

Non-recurring legal provision (6)

(1,714)

(322)

(1,714)

Adjusted Cash Operating Expenses

54,656

59,338

230,572

217,900

 

 

 

 

 

Reconciliation of Income from operations to Adjusted EBITDA

 

 

 

 

Income from operations

25,271

10,698

53,841

3,248

Depreciation and amortization

4,798

5,027

19,391

21,167

Equity-settled share-based compensation and other costs (1)

504

8,154

2,933

37,334

Non-recurring compensation and other costs (2)

862

6

3,825

688

Business transformation non-recurring costs (3)

84

499

1,447

1,573

IPO related costs (4)

79

3,071

Follow-On Offering costs (5)

287

287

Non-recurring legal provision (6)

1,714

322

1,714

Adjusted EBITDA

31,519

26,464

81,759

69,082

Adjusted EBITDA as a Percentage of Gross Profit (7)

36.6%

30.8%

26.2%

24.1%

 

 

 

 

 

Reconciliation of Net Income (loss) to Adjusted Net Income

 

 

 

 

Net income (loss)

18,211

7,358

21,770

(9,965)

Amortization of intangible assets

3,247

3,279

12,921

13,058

Equity-settled share-based compensation and other costs (1)

504

8,154

2,933

37,334

Non-recurring compensation and other costs (2)

862

6

3,825

688

Business transformation non-recurring costs (3)

84

499

1,447

1,573

IPO related costs (4)

79

3,071

Follow-On Offering costs (5)

287

287

Non-recurring legal provision (6)

1,714

322

1,714

Related party debt interest (8)

1,736

Subordinated debt interest (8)

446

Interest expense on accretion of non-interest-bearing notes (9)

120

Extinguishment of deferred financing fees (10)

1,621

Unrecoverable withholding taxes (11)

(206)

829

(Gain) loss on lease modification (12)

(569)

(778)

1,184

Loss on disposal of property, plant and equipment(13)

 

651

 

651

Foreign exchange (gain) loss (14)

(2,142)

(244)

13,146

(1,924)

Tax recovery on deferred tax liability (15)

(2,612)

(5,475)

Other non-recurring expense (16)

930

Related tax effects (17)

(724)

(1,810)

(7,026)

(9,994)

Adjusted Net Income

19,473

17,155

49,490

36,954

Weighted Average Number of Shares (Basic)

58,437,178

59,457,156

58,961,733

53,406,543

Weighted Average Number of Shares (Diluted)

61,303,730

63,227,619

61,828,285

57,177,006

Adjusted EPS (Basic) (18)

0.33

0.29

0.84

0.69

Adjusted EPS (Diluted) (18)

0.32

0.27

0.80

0.65

The following measures are reported on a trailing twelve-month basis only:

 

Reconciliation of Net Cash Provided by Operating Activities to

Adjusted Free Cash Flow

Fiscal Year Ended December 31,

2022

2021

Net cash provided by operating activities

40,049

53,730

Adjusted for:

 

 

Share-based compensation and other costs (19)

970

35,571

Non-recurring compensation and other costs (2)

3,825

688

Business transformation non-recurring costs (3)

1,447

1,573

IPO related costs (4)

3,071

Follow-On Offering costs (5)

287

Non-recurring legal provision (6)

322

1,714

Realized foreign exchange loss (gain)

10,941

(7,515)

Finance and other expense (20)

516

846

Cash taxes paid, net

12,169

6,564

Cash interest paid

6,686

6,330

Change in non-cash operating working capital

4,834

(33,777)

Adjusted EBITDA

81,759

69,082

Maintenance Capex

(3,393)

(1,796)

IFRS 16 lease payments

(6,005)

(7,431)

Adjusted Free Cash Flow

72,361

59,855

Adjusted Free Cash Flow Conversion

89%

87%

 

 

 

Notes (Refer to the Q4 2022 MD&A for description of the sections with parentheses within these Notes)

(1)

These expenses represent costs recognized in connection with the Company’s legacy option plan and omnibus long-term equity incentive plan, pursuant to which options granted are fair valued at the time of grant using the Black-Scholes option pricing model and adjusted for any plan modifications, and expenses related to RSUs and DSUs (as defined below). Other costs relate to the employee investment plan and the long-term profit-sharing plan, which were dissolved upon the completion of the IPO, and fair value adjustments in relation to existing equity-based arrangements. See “Share Information Prior to the Completion of the Offering”.

(2)

These expenses include compensation costs relating to severance and other costs comprised of professional, legal, consulting, accounting and management fees that are non-recurring and are sporadic in nature.

(3)

These costs in Fiscal 2021 relate to the implementation of Project Monarch, which were largely comprised of one-time third-party consulting expenses, personnel costs for dedicated internal resources and software related costs. All costs relating to Project Monarch were segregated for tracking purposes and are monitored on a regular basis. The costs in Fiscal 2022 relate to system enhancements after the implementation of Project Monarch. As at December 31, 2022, $50.9 million has been invested in operating and capital expenditures for Project Monarch and related system enhancements.

(4)

In connection with the IPO, the Company incurred expenses related to professional fees, legal, consulting, accounting and compensation that would otherwise not have been incurred and therefore are non-recurring. These costs have been separately identified and adjusted for clarity. There were $253 of IPO related costs which were incurred in Q1 2021 that were previously classified under non-recurring compensation and other costs; these costs have been reclassified into IPO related costs for the year ended December 31, 2021.

(5)

In connection with the Follow-On Offering, the Company incurred expenses related to professional fees, legal, and accounting fees that would otherwise not have been incurred and therefore are non-recurring. These costs have been separately identified and adjusted above.

(6)

The Company has settled certain legal claims, without admission of liability or wrongdoing, in respect of U.S. wage and hour disputes and has incurred $2.0 million in expenses for such settlements to date of which $0.3 million was incurred in Fiscal 2022, which are non-recurring in nature. These legal claims were settled in Q2 2022.

(7)

Adjusted EBITDA as a Percentage of Gross Profit is calculated as Adjusted EBITDA divided by gross profit. See “Non-IFRS Measures and Other Measures – Non-IFRS Measures – Adjusted EBITDA and Adjusted EBITDA as a Percentage of Gross Profit”.

(8)

Related party and subordinated debt interest was settled at the time of Offering. For additional details see “Related Party Transactions”, “Subordinated Debt Information” and “Share Information Prior to the Completion of the Offering”.

(9)

This represents the expense relating to the accretion of the present value of the non-interest-bearing notes recognized over the term of the notes. These notes were settled at the time of Offering. See also “Related Party Transactions”, “Subordinated Debt Information” and “Share Information Prior to the Completion of the Offering”.

(10)

As a result of the refinancing, the unamortized balance of the deferred financing fees on the former revolving credit facility and term credit facility of $1,621 were extinguished.

(11)

Non-controlling interest portion of unrecoverable withholding taxes on royalties. Non-controlling interest was eliminated upon the IPO of the Company.

(12)

Loss on lease modification recognized in Q3 2021 resulting from the recognition of a sublease receivable for an office space that has been subleased and the corresponding derecognition of a right-of-use asset associated with this space. The gain on lease modification recognized in Q1 2022 as a result of the derecognition of the lease liabilities related to rental parking as the associated office space has been subleased. The gain on lease modification in Q4 2022 resulting from derecognition of a portion of rental parking associated with an office space.

(13)

Loss on disposal of property and equipment recognized in Q4 2021 as a result of the disposal of assets related to a subleased office space which is non-recurring in nature.

(14)

Foreign exchange (gain) loss includes both realized and unrealized amounts.

(15)

Decrease of deferred tax liability recorded on undistributed earnings from foreign jurisdiction due to change of tax rate applicable as the Company status changed from Canadian Controlled Private Company to public company.

(16)

Other non-recurring expense represents costs recognized in Q3 2022 relating to hardware devices stolen by a third-party purporting to be a customer. The Company is working with law enforcement and its insurance providers to recover the loss.

(17)

This relates to the tax effects of the adjusting items, which was calculated by applying the statutory tax rate of 26.5% and adjusting for any permanent differences and capital losses.

(18)

Basic Adjusted EPS is calculated using the weighted average number of shares outstanding during the period. Diluted Adjusted EPS includes the dilutive impact of the stock options in addition to the weighted average number of shares outstanding during the period. See “Non-IFRS Measures and Other Measures – Non-IFRS Measures – Adjusted Net Income (Loss) and Adjusted EPS”.

(19)

Share-based compensation represents costs recognized in connection with RSUs and DSUs. Included in the trailing twelve months ended Q4 2021, there was $16.9 million relating to Cash-Out Agreements in conjunction with the IPO and $7.7 million relating to Cash-Out Agreements in conjunction with the Follow-On Offering, respectively. Other costs are comprised of the employee investment plan and the long-term profit-sharing plan, which were dissolved in connection with the IPO; and fair value adjustments in relation to existing equity-based arrangements. As a result of the IPO, a $6.1 million fair value adjustment in Fiscal 2021 and a $0.6 million of related payroll taxes in Fiscal 2022 were triggered on an existing equity-based arrangement which was dissolved and paid thereafter. See “Share Information Prior to the Completion of the Offering”.

(20)

Finance and other expense refers to interest income on cash, net of non-controlling interest portion of unrecoverable withholding taxes on royalties. Finance and other expenses also includes the cash portion of the gain on lease modification in Q4 2022 as referenced in note (12) above.

2 Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws in Canada.

Forward-looking information may relate to our future business, financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, NCIB, operating environment, business plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “financial outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding possible future events or circumstances.

Forward-looking information may include, among other things: (i) the Company’s expectations regarding its financial performance and outlook, including among others, organic growth; (ii) the Company’s expectations regarding industry and market trends, growth rates and growth strategies; (iii) the Company’s business plans and strategies; (iv) the Company’s ability to retain customers and increase margin per customer; (v) the Company’s relationship and status with technology partners; (vi) the Company’s growth strategies, future organic growth, and competitive position in the IT industry; (vii) the Company’s dividend program and dividend rates; (viii) the Company’s NCIB program and the purchase of Common Shares in connection with such program; and (ix) the impact of macroeconomic conditions and remote and hybrid work on our business, financial position, results of operations and/or cashflows.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as at the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factors described in our Q4 2022 MD&A and under “Risk Factors” in the AIF. A copy of the AIF can be accessed under our profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on our website at investors.softchoice.com. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as at the date made. Softchoice does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

About Softchoice

Softchoice (TSX: SFTC) is a software-focused IT solutions provider that equips organizations to be agile and innovative, and for their people to be engaged, connected and creative at work. That means moving them to the cloud, helping them build the workplace of tomorrow, and enabling them to make smarter decisions about their technology portfolio. For more information, please visit www.softchoice.com.

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