LESAKA TECHNOLOGIES INC 10-Q

Item 1. Financial Statements NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Balance Sheets March 31, June 30, 2021 2020 (A) (In thousands, except share data) ASSETS CURRENT ASSETS Cash and cash equivalents $ 207,814 $ 217,671 Restricted cash related to ATM funding and credit facilities (Note 9) 19,016 14,814 Accounts receivable, net and other receivables (Note 3) 26,488 43,068 Finance loans receivable, net (Note 3) 20,599 15,879 Inventory (Note 4) 20,267 19,860 Total current assets before settlement assets 294,184 311,292 Settlement assets 2,054 8,014 Total current assets 296,238 319,306 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: $ 36,296 June: $ 29,524 8,079 6,656 OPERATING LEASE RIGHT-OF-USE (Note 17) 4,870 5,395 EQUITY-ACCOUNTED INVESTMENTS (Note 6) 19,857 65,836 GOODWILL (Note 7) 28,141 24,169 INTANGIBLE ASSETS, NET (Note 7) 437 612 DEFERRED INCOME TAXES 383 358 OTHER LONG-TERM ASSETS, including reinsurance assets (Note 6 and 8) 58,447 31,346 TOTAL ASSETS 416,452 453,678 LIABILITIES CURRENT LIABILITIES Short-term credit facilities for ATM funding (Note 9) 11,395 14,814 Accounts payable 6,785 6,287 Other payables (Note 10) 23,224 23,779 Operating lease liability - current (Note 17) 2,945 2,251 Income taxes payable 797 16,157 Total current liabilities before settlement obligations 45,146 63,288 Settlement obligations 2,054 8,015 Total current liabilities 47,200 71,303 DEFERRED INCOME TAXES 5,517 1,859 OPERATING LEASE LIABILITY - LONG TERM (Note 17) 2,111 3,312 OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8) 2,240 2,012 TOTAL LIABILITIES 57,068 78,486 REDEEMABLE COMMON STOCK 84,979 84,979 EQUITY COMMON STOCK (Note 11) Authorized: 200,000,000 with $ 0.001 par value; Issued and outstanding shares, net of treasury - March: 56,626,060 June: 57,118,925 80 80 PREFERRED STOCK Authorized shares: 50,000,000 with $ 0.001 par value; Issued and outstanding shares, net of treasury: March: - June: - - - ADDITIONAL PAID-IN-CAPITAL 302,476 301,489 TREASURY SHARES, AT COST: March: 24,891,292 June: 24,891,292 ( 286,951 ) ( 286,951 ) ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 12) ( 146,174 ) ( 169,075 ) RETAINED EARNINGS 404,974 444,670 TOTAL NET1 EQUITY 274,405 290,213 NON-CONTROLLING INTEREST - - TOTAL EQUITY 274,405 290,213 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY $ 416,452 $ 453,678 (A) – Derived from audited financial statements See Notes to Unaudited Condensed Consolidated Financial Statements 2 NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Statements of Operations Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 (as restated) (A) (as restated) (A) (In thousands, except per share data) (In thousands, except per share data) REVENUE (Note 16) $ 28,828 $ 34,614 $ 96,269 $ 119,748 EXPENSE Cost of goods sold, IT processing, servicing and support 23,096 23,883 73,895 81,335 Selling, general and administration 18,892 17,454 59,517 59,494 Depreciation and amortization 1,132 1,153 3,129 3,651 Impairment loss (Note 7) - 6,336 - 6,336 OPERATING LOSS ( 14,292 ) ( 14,212 ) ( 40,272 ) ( 31,068 ) CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 5 and 6) 10,814 - 25,942 - LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT - BANK FRICK (Note 6) 472 - 472 - LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 6) - - 13 - GAIN ON DISPOSAL OF FIHRST (Note 2) - - - 9,743 INTEREST INCOME 606 570 1,934 2,015 INTEREST EXPENSE 744 1,886 2,168 6,362 LOSS BEFORE INCOME TAX EXPENSE ( 4,088 ) ( 15,528 ) ( 15,049 ) ( 25,672 ) INCOME TAX EXPENSE (Note 19) 2,171 640 4,549 2,317 NET LOSS BEFORE INCOME (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS ( 6,259 ) ( 16,168 ) ( 19,598 ) ( 27,989 ) INCOME (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 6) 55 ( 32,193 ) ( 20,098 ) ( 30,624 ) NET LOSS FROM CONTINUING OPERATIONS ( 6,204 ) ( 48,361 ) ( 39,696 ) ( 58,613 ) NET INCOME FROM DISCONTINUED OPERATIONS (Note 21) - 747 - 6,402 GAIN ON DISPOSAL OF DISCONTINUED OPERATION, net of tax (Note 2) - 12,733 - 12,733 NET LOSS ( 6,204 ) ( 34,881 ) ( 39,696 ) ( 39,478 ) NET (LOSS) INCOME ATTRIBUTABLE TO NET1 ( 6,204 ) ( 34,881 ) ( 39,696 ) ( 39,478 ) Continuing ( 6,204 ) ( 48,361 ) ( 39,696 ) ( 58,613 ) Discontinued $ - $ 13,480 $ - $ 19,135 Net (loss) earnings per share, in United States dollars (Note 14): Basic (loss) earnings attributable to Net1 shareholders $ ( 0.11 ) $ ( 0.61 ) $ ( 0.70 ) $ ( 0.69 ) Continuing $ ( 0.11 ) $ ( 0.85 ) $ ( 0.70 ) $ ( 1.03 ) Discontinued $ - $ 0.24 $ - $ 0.34 Diluted (loss) earnings attributable to Net1 shareholders $ ( 0.11 ) $ ( 0.61 ) $ ( 0.70 ) $ ( 0.69 ) Continuing $ ( 0.11 ) $ ( 0.85 ) $ ( 0.70 ) $ ( 1.03 ) Discontinued $ - $ 0.24 $ - $ 0.34 (A) Certain amounts have been restated to correct the misstatement discussed in Note 1. See Notes to Unaudited Condensed Consolidated Financial Statements 3 NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 (In thousands) (In thousands) Net loss $ ( 6,204 ) $ ( 34,881 ) $ ( 39,696 ) $ ( 39,478 ) Other comprehensive (loss) income, net of taxes Movement in foreign currency translation reserve ( 2,470 ) ( 41,212 ) 23,675 ( 40,183 ) Movement in foreign currency translation reserve related to equity-accounted investments - - 1,688 2,227 Release of foreign currency translation reserve related to disposal of Bank Frick (Note 6 and Note 12) ( 2,462 ) - ( 2,462 ) - Release of foreign currency translation reserve related to disposal of Net1 Korea (Note 2 and Note 12) - 14,228 - 14,228 Release of foreign currency translation reserve related to disposal of FIHRST (Note 2 and Note 12) - - - 1,578 Total other comprehensive (loss) income, net of taxes ( 4,932 ) ( 26,984 ) 22,901 ( 22,150 ) Comprehensive loss ( 11,136 ) ( 61,865 ) ( 16,795 ) ( 61,628 ) Comprehensive loss attributable to Net1 $ ( 11,136 ) $ ( 61,865 ) $ ( 16,795 ) $ ( 61,628 ) See Notes to Unaudited Condensed Consolidated Financial Statements 4 NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Statements of Changes in Equity Net 1 UEPS Technologies, Inc. Shareholders Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Net1 Equity Non-controlling Interest Total Redeemable common stock For the three months ended March 31, 2020 (dollar amounts in thousands) Balance – January 1, 2020 81,459,717 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,568,425 $ 277,891 $ 518,431 $ ( 190,978 ) $ 318,473 $ - $ 318,473 $ 107,672 Restricted stock granted (Note 13) 568,000 568,000 - - Stock-based compensation charge (Note 13) - 492 492 492 Reversal of stock-based compensation charge (Note 13) ( 17,500 ) ( 17,500 ) ( 145 ) ( 145 ) ( 145 ) Net loss - ( 34,881 ) ( 34,881 ) - ( 34,881 ) Other comprehensive loss (Note 12) ( 26,984 ) ( 26,984 ) - ( 26,984 ) Balance – March 31, 2020 82,010,217 $ 80 ( 24,891,292 ) $ ( 286,951 ) 57,118,925 $ 278,238 $ 483,550 $ ( 217,962 ) $ 256,955 $ - $ 256,955 $ 107,672 For the nine months ended March 31, 2020 (dollar amounts in thousands) Balance – July 1, 2019 81,459,717 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,568,425 $ 276,997 $ 523,028 $ ( 195,812 ) $ 317,342 $ - $ 317,342 $ 107,672 Restricted stock granted 568,000 568,000 - - Stock-based compensation charge (Note 13) 1,315 1,315 1,315 Reversal of stock-based compensation charge (Note 13) ( 17,500 ) ( 17,500 ) ( 145 ) ( 145 ) ( 145 ) Stock-based compensation charge related to equity accounted investment 71 71 71 Net loss ( 39,478 ) ( 39,478 ) - ( 39,478 ) Other comprehensive loss (Note 12) ( 22,150 ) ( 22,150 ) - ( 22,150 ) Balance – March 31, 2020 82,010,217 $ 80 ( 24,891,292 ) $ ( 286,951 ) 57,118,925 $ 278,238 $ 483,550 $ ( 217,962 ) $ 256,955 $ - $ 256,955 $ 107,672 See Notes to Unaudited Condensed Consolidated Financial Statements 5 NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Statements of Changes in Equity Net 1 UEPS Technologies, Inc. Shareholders Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Net1 Equity Non-controlling Interest Total Redeemable common stock For the three months ended March 31, 2021 (dollar amounts in thousands) Balance – January 1, 2021 81,505,851 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,614,559 $ 302,196 $ 411,178 $ ( 141,242 ) $ 285,261 $ - $ 285,261 $ 84,979 Exercise of stock option (Note 13) 11,501 - 11,501 35 35 35 Stock-based compensation charge (Note 13) 245 245 245 Net loss ( 6,204 ) ( 6,204 ) - ( 6,204 ) Other comprehensive loss (Note 12) ( 4,932 ) ( 4,932 ) - ( 4,932 ) Balance – March 31, 2021 81,517,352 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,626,060 $ 302,476 $ 404,974 $ ( 146,174 ) $ 274,405 $ - $ 274,405 $ 84,979 For the nine months ended March 31, 2021 (dollar amounts in thousands) Balance – July 1, 2020 82,010,217 $ 80 ( 24,891,292 ) $ ( 286,951 ) 57,118,925 $ 301,489 $ 444,670 $ ( 169,075 ) $ 290,213 $ - $ 290,213 $ 84,979 Exercise of stock option (Note 13) 17,335 - 17,335 53 53 53 Stock-based compensation charge (Note 13) 1,173 1,173 1,173 Reversal of stock-based compensation charge (Note 13) ( 510,200 ) ( 510,200 ) ( 297 ) ( 297 ) ( 297 ) Stock-based compensation charge related to equity accounted investment (Note 6) ( 40 ) ( 40 ) ( 40 ) Proceeds from disgorgement of shareholders' short-swing profits (Note 22) 98 98 98 Net loss ( 39,696 ) ( 39,696 ) - ( 39,696 ) Other comprehensive income (Note 12) 22,901 22,901 - 22,901 Balance – March 31, 2021 81,517,352 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,626,060 $ 302,476 $ 404,974 $ ( 146,174 ) $ 274,405 $ - $ 274,405 $ 84,979 See Notes to Unaudited Condensed Consolidated Financial Statements 6 NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Statements of Cash Flows Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 (In thousands) (In thousands) Cash flows from operating activities Net loss $ ( 6,204 ) $ ( 34,881 ) $ ( 39,696 ) $ ( 39,478 ) Depreciation and amortization 1,132 3,157 3,129 12,303 Impairment loss (Note 7) - 6,336 - 6,336 Movement in allowance for doubtful accounts receivable 299 277 913 360 (Earnings) Loss from equity-accounted investments (Note 6) ( 55 ) 32,193 20,098 30,624 Movement in allowance for doubtful loans to equity-accounted investments - 99 739 719 Change in fair value of equity securities (Note 5 and 6) ( 10,814 ) - ( 25,942 ) - Fair value adjustment related to financial liabilities ( 475 ) ( 987 ) 1,201 ( 753 ) Interest payable ( 25 ) 597 ( 46 ) 1,755 Gain on disposal of Net1 Korea (Note 2) - ( 12,733 ) - ( 12,733 ) Gain on disposal of FIHRST (Note 2) - - - ( 9,743 ) Loss on disposal of equity-accounted investment - Bank Frick (Note 6) 472 - 472 - Loss on disposal of equity-accounted investment (Note 6) - - 13 - (Profit) Loss on disposal of property, plant and equipment ( 142 ) 108 600 ( 95 ) Stock-based compensation charge (Note 13) 245 347 876 1,170 Dividends received from equity accounted investments - 677 125 2,125 Decrease in accounts receivable and finance loans receivable 5,786 10,596 4,230 13,697 Decrease (Increase) in inventory 428 ( 5,041 ) 2,642 ( 18,036 ) Decrease in accounts payable and other payables ( 894 ) ( 4,396 ) ( 4,393 ) ( 4,660 ) Decrease in taxes payable ( 160 ) ( 131 ) ( 15,498 ) ( 1,087 ) Increase (Decrease) in deferred taxes 2,153 ( 413 ) 424 ( 618 ) Net cash used in operating activities ( 8,254 ) ( 4,195 ) ( 50,113 ) ( 18,114 ) Cash flows from investing activities Capital expenditures ( 649 ) ( 1,042 ) ( 3,947 ) ( 4,493 ) Proceeds from disposal of property, plant and equipment 254 59 345 362 Proceeds from disposal of equity-accounted investment - Bank Frick, net of expenses (Note 6) 18,568 - 18,568 - Proceeds from disposal of Net1 Korea, net of cash disposed (Note 2) - 192,619 20,114 192,619 Transaction costs paid related to disposal of Net1 Korea (Note 2) - ( 7,458 ) - ( 7,458 ) Proceeds from disposal of DNI as equity-accounted investment (Note 3) - - 6,010 - Loan to equity-accounted investment (Note 6) - ( 99 ) ( 1,238 ) ( 711 ) Repayment of loans by equity-accounted investments - - 134 4,268 Proceeds from disposal of FIHRST, net of cash disposed (Note 2) - - - 10,895 Investment in equity-accounted investments (Note 6) - ( 1,250 ) - ( 2,500 ) Net change in settlement assets 745 864 6,190 ( 9,274 ) Net cash provided by investing activities 18,918 183,693 46,176 183,708 Cash flows from financing activities Proceeds from bank overdraft (Note 9) 55,280 193,723 261,759 585,273 Repayment of bank overdraft (Note 9) ( 103,195 ) ( 226,699 ) ( 268,303 ) ( 605,253 ) Proceeds from disgorgement of shareholders' short-swing profits (Note 22) - - 124 - Proceeds from exercise of stock options 35 - 53 - Long-term borrowings utilized (Note 9) - - - 14,798 Repayment of long-term borrowings (Note 9) - - - ( 11,313 ) Guarantee fee - - - ( 148 ) Finance lease capital repayments - ( 17 ) - ( 69 ) Net change in settlement obligations ( 745 ) ( 864 ) ( 6,190 ) 9,274 Net cash used in financing activities ( 48,625 ) ( 33,857 ) ( 12,557 ) ( 7,438 ) Effect of exchange rate changes on cash and cash equivalents ( 2,263 ) ( 20,060 ) 10,839 ( 19,007 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 40,224 ) 125,581 ( 5,655 ) 139,149 Cash, cash equivalents and restricted cash – beginning of period 267,054 135,079 232,485 121,511 Cash, cash equivalents and restricted cash – end of period (Note 15) $ 226,830 $ 260,660 $ 226,830 $ 260,660 See Notes to Unaudited Condensed Consolidated Financial Statements 7 NET 1 UEPS TECHNOLOGIES, INC Notes to the Unaudited Condensed Consolidated Financial Statements for the three and nine months ended March 31, 2021 and 2020 (All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated) 1. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and nine months ended March 31, 2021 and 2020, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented. References to “Net1” are references solely to Net 1 UEPS Technologies, Inc. References to the “Company” refer to Net1 and its consolidated subsidiaries, collectively, unless the context otherwise requires. Impact of COVID-19 on the Company’s business The COVID-19 pandemic did not impact the Company’s South African operations as severely during the three and nine months ended March 31, 2021, compared to the last four months of the year ended June 30, 2020. South Africa has been at an adjusted Level 1 since March 1, 2021. On December 28, 2020, the country moved back to Level 3 restrictions which remained in place through to February 28, 2021. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. The country went into lockdown (Level 5) towards the end of March 2020 and gradually eased restrictions for the remainder of the 2020 calendar year (to Level 4 from May 1, to Level 3 from June 1, to Level 2 from August 18 and to Level 1 from September 21). The increase at the end of December 2020 back to Level 3 was in response to a second wave of infections, which was more severe than the first wave. The South Africa government commenced its vaccination program in early calendar 2021, with a stated goal of vaccinating 67% of the South African population by the end of the calendar year. With the winter months approaching, there are concerns over the potential for a third wave, particularly as there have been several delays in the vaccination program to date. The broader implications of COVID-19 on the Company’s results of operations and overall financial performance continue to remain uncertain. While the Company has not incurred significant disruptions thus far from the COVID-19 outbreak, apart from the two months in April and May 2020 when loan origination was curtailed, the Company is unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and duration of the outbreak, actions that may be taken by governmental authorities, the impact on the Company’s customers and other factors. The Company will continue to evaluate the nature and extent of the impact on its business, consolidated results of operations, and financial condition. Recent accounting pronouncements adopted There were no new accounting pronouncements adopted by the Company during the three and nine months ended March 31, 2021. Recent accounting pronouncements not yet adopted as of March 31, 2021 In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Measurement of Credit Losses on Financial Instruments . The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material. 8 1. Basis of Presentation and Summary of Significant Accounting Policies (continued) Recent accounting pronouncements not yet adopted as of March 31, 2021 (continued) In August 2018, the FASB issued guidance regarding Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement. The guidance modifies the disclosure requirements related to fair value measurement. This guidance is effective for the Company beginning July 1, 2021. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statement’s disclosure. In November 2019, the FASB issued guidance regarding Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The guidance provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities, including Smaller Reporting Companies. The Company is a Smaller Reporting Company. Specifically, the guidance changes some effective dates for certain new standards on the following topics in the FASB Codification, namely Derivatives and Hedging (ASC 815); Leases (ASC 842); Financial Instruments — Credit Losses (ASC 326); and Intangibles — Goodwill and Other (ASC 350). The guidance defers the adoption date of guidance regarding Measurement of Credit Losses on Financial Instruments by the Company from July 1, 2020 to July 1, 2023, and defers the adoption guidance regarding Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement by the Company from July 1, 2020 to July 1, 2021. In January 2020, the FASB issued guidance regarding Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815. The guidance clarifies that an entity should consider observable transactions that require an entity to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with U.S GAAP guidance immediately before applying or upon discontinuing the equity method. The guidance also clarifies that, when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for the Company beginning July 1, 2021. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statement’s disclosure. Restatement of financial statements Related to overstatement of revenue and cost of goods sold, IT processing, servicing and support In November 2020, the Company identified an error with respect to the recognition of certain revenue and related cost of goods sold, IT processing, servicing and support during its assessment and systems development of new products. The Company incorrectly duplicated the recognition of acquiring fees in revenue and recorded an equal and opposite entry in cost of goods sold, IT processing, servicing and support in its unaudited condensed consolidated statement of operations due to the misinterpretation of certain system reports. The error did not impact on the Company’s operating loss, net loss, balance sheet or cash flows. The Company determined that the error impacted reported results for the period from July 1, 2018 to September 30, 2020. The error impacts the Company’s reported results and the Company has restated its unaudited condensed consolidated statement of operations and certain note presentation, primarily Note 16 (Revenue) and Note 18 (Operating segments) for the three and nine months ended March 31, 2020, to correct for the error. The tables below present the impact of the restatement on the Company’s unaudited condensed consolidated statement of operations for the three months ended September 30, 2020, and the three and nine months ended March 31, 2020: Unaudited condensed consolidated statement of operations Three months ended September 30, 2020 (1) As reported Correction As restated (in thousands) Revenue $ 37,113 $ ( 1,977 ) $ 35,136 Cost of goods sold, IT processing, servicing and support $ 28,437 $ ( 1,977 ) $ 26,460 Three months ended March 31, 2020 As reported Correction As restated (in thousands) Revenue $ 36,514 $ ( 1,900 ) $ 34,614 Cost of goods sold, IT processing, servicing and support $ 25,783 $ ( 1,900 ) $ 23,883 Nine months ended March 31, 2020 As reported Correction As restated (in thousands) Revenue $ 125,019 $ ( 5,271 ) $ 119,748 Cost of goods sold, IT processing, servicing and support $ 86,606 $ ( 5,271 ) $ 81,335 (1) The error for the three months ended September 30, 2020, also impacted the nine months ended March 31, 2021, by the same amount and therefore the amounts reported for the nine months ended March 31, 2021, include the correction of the error. 9 1. Basis of Presentation and Summary of Significant Accounting Policies (continued) Restatement of financial statements (continued) Related to overstatement of revenue and cost of goods sold, IT processing, servicing and support (continued) The table below presents the impact of the restatement on the affected lines in the Processing and Total columns included in the revenue note (Note 16) for the three months ended September 30, 2020, and the three and nine months ended March 31, 2020: Three months ended Three months ended Nine months ended September 30, 2020 (1) March 31, 2020 Processing Total Processing Total Processing Total Processing fees - as restated $ 16,330 $ 16,929 $ 15,527 $ 16,820 $ 44,659 $ 48,499 As reported 18,307 18,906 17,427 18,720 49,930 53,770 Correction ( 1,977 ) ( 1,977 ) ( 1,900 ) ( 1,900 ) ( 5,271 ) ( 5,271 ) South Africa - as restated 14,774 15,373 13,963 15,256 41,046 44,886 As reported 16,751 17,350 15,863 17,156 46,317 50,157 Correction ( 1,977 ) ( 1,977 ) ( 1,900 ) ( 1,900 ) ( 5,271 ) ( 5,271 ) Rest of world $ 1,556 $ 1,556 $ 1,564 $ 1,564 $ 3,613 $ 3,613 Total revenue, derived from the following geographic locations - as restated $ 21,518 $ 35,136 $ 20,025 $ 34,614 $ 68,965 $ 119,748 As reported 23,495 37,113 21,925 36,514 74,236 125,019 Correction ( 1,977 ) ( 1,977 ) ( 1,900 ) ( 1,900 ) ( 5,271 ) ( 5,271 ) South Africa - as restated 19,962 33,580 18,461 33,050 65,352 116,135 As reported 21,939 35,557 20,361 34,950 70,623 121,406 Correction ( 1,977 ) ( 1,977 ) ( 1,900 ) ( 1,900 ) ( 5,271 ) ( 5,271 ) Rest of world $ 1,556 $ 1,556 $ 1,564 $ 1,564 $ 3,613 $ 3,613 (1) The error for the three months ended September 30, 2020, also impacted the nine months ended March 31, 2021, by the same amount and therefore the amount reported for the nine months ended March 31, 2021, includes the correction of the error. The table below presents the impact of the restatement to the Processing operating segment revenue included in the operating segment note (Note 18) for the three months ended September 30, 2020, and the three and nine months ended March 31, 2020: Revenue (as restated) Reportable Segment Inter-segment From external customers Processing - as restated (1) $ 22,506 $ 988 $ 21,518 As reported 24,483 988 23,495 Correction ( 1,977 ) - ( 1,977 ) Total for the three months ended September 30, 2020 - as restated 36,982 1,846 35,136 As reported 38,959 1,846 37,113 Correction ( 1,977 ) - ( 1,977 ) Processing - as restated $ 22,078 $ 2,053 $ 20,025 As reported 23,978 2,053 21,925 Correction ( 1,900 ) - ( 1,900 ) Total for the three months ended March 31, 2020 - as restated 37,801 3,187 34,614 As reported 39,701 3,187 36,514 Correction ( 1,900 ) - ( 1,900 ) Processing - as restated $ 75,395 $ 6,430 $ 68,965 As reported 80,666 6,430 74,236 Correction ( 5,271 ) - ( 5,271 ) Total for the nine months ended March 31, 2020 - as restated 129,653 9,905 119,748 As reported 134,924 9,905 125,019 Correction $ ( 5,271 ) $ - $ ( 5,271 ) (1) The error for the three months ended September 30, 2020, also impacted the nine months ended March 31, 2021, by the same amount and therefore the amounts reported for the nine months ended March 31, 2021, include the correction of the error. 2. Disposal of controlling interest in KSNET and FIHRST 10 2020 Disposals March 2020 disposal of KSNET On January 23, 2020, the Company, through its wholly owned subsidiary Net1 Applied Technologies Netherlands B.V. (“Net1 BV”), a limited liability private company incorporated in the Netherlands, entered into an agreement with PayletterHoldings LLC, a limited liability private company incorporated in the Republic of Korea, in terms of which Net1 BV agreed to sell its entire shareholding in Net1 Applied Technologies Korea Limited (“Net1 Korea”), a limited liability private company incorporated in the Republic of Korea and the sole shareholder of KSNET, Inc. for $ 237.2 million. The transaction was subject to customary closing conditions and closed on March 9, 2020. The Company no longer controls Net1 Korea and its subsidiaries and deconsolidated its investment effective March 1, 2020, and has had no continued involvement since that date. KSNET was acquired in October 2010, and was a profitable and cash generative business, but operated autonomously and in a more developed economy, with limited overlap with the Company’s other activities. The Company also believed that the intrinsic value of KSNET was not appropriately reflected in the Company’s overall valuation. The Company’s board of directors commenced a strategic review of its various businesses and investments during 2019, and ultimately evaluated and decided to sell KSNET in January 2020 in order to focus more on the Company’s core strategy, boost liquidity and to maximize shareholder value. The table below presents the impact of the deconsolidation of Net1 Korea and its subsidiaries and the calculation of the net gain recognized on deconsolidation: Net1 Korea March 2020 Proceeds from disposal of Net1 Korea, net of cash disposed $ 192,619 Add: Cash and cash equivalents disposed 23,473 Add: Cash withheld by purchaser to settle South Korean taxes (1) 21,128 Fair value of consideration received 237,220 Less: carrying value of Net1 Korea, comprising 200,843 Cash and cash equivalents 23,473 Accounts receivable, net 30,467 Finance loans receivable, net 13,695 Inventory 2,377 Property, plant and equipment, net 7,601 Operating lease right of use asset 181 Goodwill (Note 7) 107,964 Intangible assets, net 4,655 Deferred income taxes assets 1,719 Other long-term assets 10,984 Accounts payable ( 5,484 ) Other payables ( 5,523 ) Operating lease liability - current ( 69 ) Income taxes payable ( 3,481 ) Deferred income taxes liabilities ( 1,497 ) Operating lease liability - long-term ( 112 ) Other long-term liabilities ( 335 ) Released from accumulated other comprehensive income – foreign currency translation reserve (Note 12) 14,228 Settlement assets 44,111 Settlement liabilities ( 44,111 ) Gain recognized on disposal, before transaction costs and tax 36,377 Transaction costs (2) 8,644 Gain recognized on disposal, before tax 27,733 Taxes related to gain recognized on disposal (1) 15,000 Gain recognized on disposal, after tax $ 12,733 (1) Represents taxes that the Company expected to pay related to the disposal of Net1 Korea as of March 31, 2020. The Company also agreed that the purchaser withhold potential capital gains taxes of $ 19.9 million (approximately KRW 23.8 billion) and non-refundable securities transaction taxes of $ 1.2 million (approximately KRW 1.4 billion), for a total withholding of $ 21.1 million, from the purchase price and pay such amounts, on behalf of Net1 BV, to the South Korean tax authorities. Net1 BV commenced a process to claim a refund from the South Korean tax authorities of the amount withheld and received this amount of approximately $ 20.1 million (KRW 23.8 billion) in September 2020. The Company included the expected amount to be refunded in the caption Accounts receivable, net and other receivables in its consolidated balance sheet as of June 30, 2020, refer also to Note 3. 11 2. Disposal of controlling interest in KSNET and FIHRST (continued) 2020 Disposals (continued) March 2020 disposal of KSNET (continued) (2) Transaction costs include expenses incurred by the Company of $ 7.5 million directly related to the disposal of Net1 Korea and paid in cash and a non-refundable securities transfer tax of approximately $ 1.2 million which was also withheld from the purchase price and paid to the South Korean tax authorities directly by the purchaser. December 2019 disposal of FIHRST In November 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited (“Net1 SA”), entered into an agreement with Transaction Capital Payment Solutions Proprietary Limited, or its nominee, a limited liability private company incorporated in the Republic of South Africa, pursuant to which Net1 SA agreed to sell its entire shareholding in Net1 FIHRST Holdings Proprietary Limited (“FIHRST”) for $ 11.7 million (ZAR 172.2 million). The transaction closed in December 2019. FIHRST was deconsolidated following the closing of the transaction. Net1 SA was obliged to utilize the full purchase price received from the sale of FIHRST to partially settle its obligations under its lending arrangements and applied the proceeds received against its outstanding borrowings. The table below presents the impact of the deconsolidation of FIHRST and the calculation of the net gain recognized on deconsolidation: FIHRST December 31, 2019 Fair value of consideration received $ 11,749 Less: carrying value of FIHRST, comprising 1,870 Cash and cash equivalents 854 Accounts receivable, net 367 Property, plant and equipment, net 64 Goodwill (Note 7) 599 Intangible assets, net 30 Deferred income taxes assets 42 Accounts payable ( 7 ) Other payables ( 1,437 ) Income taxes payable ( 220 ) Released from accumulated other comprehensive income – foreign currency translation reserve (Note 12) 1,578 Settlement assets 17,406 Settlement liabilities ( 17,406 ) Gain recognized on disposal, before tax 9,879 Taxes related to gain recognized on disposal, comprising: - Capital gains tax 2,418 Release of valuation allowance related to capital losses previously unutilized (1) ( 2,418 ) Transaction costs 136 Gain recognized on disposal, after tax $ 9,743 (1) Net1 SA recorded a valuation allowance related to capital losses previously generated but not utilized. A portion of these unutilized capital losses was utilized as a result of the disposal of FIHRST and, therefore, the equivalent portion of the valuation allowance created was released. 12 3. Accounts receivable, net and other receivables and finance loans receivable, net Accounts receivable, net and other receivables The Company’s accounts receivable, net, and other receivables as of March 31, 2021, and June 30, 2020 , are presented in the table below: March 31, June 30, 2021 2020 Accounts receivable, trade, net $ 7,205 $ 8,458 Accounts receivable, trade, gross 7,633 8,711 Allowance for doubtful accounts receivable, end of period 428 253 Beginning of period 253 661 Reversed to statement of operations - ( 155 ) Charged to statement of operations 160 181 Utilized ( 33 ) ( 151 ) Deconsolidation - ( 178 ) Foreign currency adjustment 48 ( 105 ) Current portion of amount outstanding related to sale of interest in Bank Frick 7,500 - Loans provided to Carbon 3,000 3,000 Taxes refundable related to sale of Net1 Korea - 19,796 Current portion of amount outstanding related to sale of remaining interest in DNI - 2,756 Other receivables 8,783 9,058 Total accounts receivable, net and other receivables $ 26,488 $ 43,068 Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due by the purchaser in October 2021 related to the sale of Bank Frick, refer to Note 6 for additional information regarding the sale. Taxes refundable related to sale of Net1 Korea relates to the disposal of KSNET as discussed in Note 2 and the entire amount outstanding, or approximately $ 20.1 million (KRW 23.8 billion), was received in September 2020. On October 26, 2020, DNI settled the full amount outstanding of $ 5.7 million related to sale of the remaining interest in DNI, including the amounts included in other long-term assets, refer to Note 6. The Company received $ 0.3 million on September 30, 2020, for total receipts of $ 6.0 million. Other receivables include prepayments, deposits and other receivables. Finance loans receivable, net The Company’s finance loans receivable, net, as of March 31, 2021, and June 30, 2020 , is presented in the table below: March 31, June 30, 2021 2020 Microlending finance loans receivable, net $ 20,599 $ 15,879 Microlending finance loans receivable, gross 22,888 17,737 Allowance for doubtful finance loans receivable, end of period 2,289 1,858 Beginning of period 1,858 3,199 Reversed to statement of operations ( 648 ) ( 492 ) Charged to statement of operations 1,405 1,211 Utilized ( 649 ) ( 1,451 ) Foreign currency adjustment 323 ( 609 ) Working capital finance loans receivable, gross - - Working capital finance loans receivable, gross - 5,800 Allowance for doubtful finance loans receivable, end of period - 5,800 Beginning of period 5,800 5,800 Utilized ( 5,800 ) - Total accounts receivable, net $ 20,599 $ 15,879 13 3. Accounts receivable, net and other receivables and finance loans receivable, net (continued) Finance loans receivable, net (continued) Gross microlending finance loans receivable as of March 31, 2021, increased compared to June 30, 2020, following subdued lending activity due to COVID-19 restrictions in April and early May 2020. The Company was unable to originate any significant loans in April and early May 2020. The Company created an allowance for doubtful working capital finance loans receivable related to a receivable due from a customer based in the United States during the year ended June 30, 2018. The Company commenced legal proceedings against the customer in 2018. The customer is engaged in bankruptcy proceedings. In December 2020, the Company withdrew its claim lodged in the bankruptcy proceedings because it does not believe it will recover the receivable via these proceedings, or via any other process. In December 2020, the Company utilized the entire allowance for doubtful working capital finance loans receivable against the outstanding receivable. 4. Inventory The Company’s inventory comprised the following categories as of March 31, 2021, and June 30, 2020 : March 31, June 30, 2021 2020 Finished goods $ 20,267 $ 15,618 Finished goods subject to sale restrictions - 4,242 $ 20,267 $ 19,860 Finished goods subject to sale restrictions represents airtime inventory purchased in March 2020, that could only be sold by the Company from October 1, 2020. As of March 31, 2021, finished goods includes $ 16.0 million of airtime inventory that was previously classified as finished goods subject to sale restrictions. 5. Fair value of financial instruments Initial recognition and measurement Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs. Risk management The Company manages its exposure to currency exchange, translation, interest rate, customer concentration, credit and equity price and liquidity risks as discussed below. Currency exchange risk The Company is subject to currency exchange risk because it purchases inventories that it is required to settle in other currencies, primarily the euro and U.S. dollar. The Company has used forward contracts in order to limit its exposure in these transactions to fluctuations in exchange rates between the South African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand. Translation risk Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns most of its revenues and incurs a significant amount of its expenses in ZAR. The U.S. dollar has fluctuated significantly against the ZAR over the past three years. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition. Interest rate risk As a result of its normal borrowing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. The Company generally maintains investments in cash equivalents and held to maturity investments and has occasionally invested in marketable securities. 14 5. Fair value of financial instruments (continued) Risk management (continued) Microlending credit risk The Company is exposed to credit risk in its microlending activities, which provide unsecured short-term loans to qualifying customers. The Company manages this risk by performing an affordability test for each prospective customer and assigning a “creditworthiness score”, which takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses. Credit risk Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies in respect of its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings. Equity price and liquidity risk Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value. Equity liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange traded price, or at all. Financial instruments The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value. In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments. Asset measured at fair value using significant unobservable inputs – investment in Cell C The Company’s Level 3 asset represents an investment of 75,000,000 class “A” shares in Cell C, a significant mobile telecoms provider in South Africa. The Company used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C as of March 31, 2021, and June 30, 2020, and valued Cell C at $ 0.0 (zero) at March 31, 2021, and June 30, 2020. The Company believes the Cell C business plan utilized in the Company’s valuation is reasonable based on the current performance and the expected changes in Cell C’s business model. The Company changed certain valuation assumptions when preparing the December 31, 2020, valuation compared with the June 30, 2020, valuation, and these updated assumptions have been used for the March 31, 2021 valuation as well. Similar to the approach taken for December 31, 2020, the March 31, 2021, valuation, the Company incorporated the payments under the lease liabilities into the cash flow forecasts instead of including the March 31, 2021, carrying value in net debt and assumed that the deferred tax asset would be utilized over the forecast period instead of including the fair value of the deferred tax asset as of March 31, 2021, in the valuation. For the June 30, 2020, valuation, the Company included the carrying value of the lease liabilities within net debt and included the June 30, 2020, fair value of the deferred tax asset in the valuation. The Company utilized the latest approved business plan provided by Cell C management for the period ended December 31, 2025, for the March 31, 2021 valuation and the period ended December 31, 2024 for the June 30, 2020 valuation. 15 5. Fair value of financial instruments (continued) Financial instruments (continued) Asset measured at fair value using significant unobservable inputs – investment in Cell C (continued) The following key valuation inputs were used as of March 31, 2021 and June 30, 2020: Weighted Average Cost of Capital ("WACC"): Between 16 % and 24 % over the period of the forecast Long term growth rate: 3 % ( 3 % as of June 30, 2020) Marketability discount: 10 % Minority discount: 15 % Net adjusted external debt - March 31, 2021: (1) ZAR 11.4 billion ($ 0.8 billion), no lease liabilities included Net adjusted external debt - June 30, 2020: (2) ZAR 15.8 billion ($ 0.9 billion), includes ZAR 4.4 billion of lease liabilities Deferred tax (incl, assessed tax losses) - March 31, 2021: (1) ZAR 0 ($ 0 ) Deferred tax (incl, assessed tax losses) - June 30, 2020: (2) ZAR 2.9 billion ($ 167.3 million) (1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2021. (2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2020. The following table presents the impact on the carrying value of the Company’s Cell C investment of a 3.0% increase and 2.5% decrease in the WACC rate and the EBITDA margins used in the Cell C valuation on March 31, 2021, all amounts translated at exchange rates applicable as of March 31, 2021: Sensitivity for fair value of Cell C investment 3.0% increase 2.5% decrease WACC rate $ - $ 3,349 EBITDA margin $ 2,134 $ - The fair value of the Cell C shares as of March 31, 2021, represented 0 % of the Company’s total assets, including these shares. The Company expects to hold these shares for an extended period of time and that there will be short-term equity price volatility with respect to these shares particularly given the current situation of Cell C’s business. Derivative transactions - Foreign exchange contracts As part of the Company’s risk management strategy, the Company enters into derivative transactions to mitigate exposures to foreign currencies using foreign exchange contracts. These foreign exchange contracts are over-the-counter derivative transactions. All of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” (or equivalent) or better. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value (Level 2). The Company has no derivatives that are measured under Level 1 or 3 of the fair value hierarchy. The Company had no outstanding foreign exchange contracts as of March 31, 2021, or June 30, 2020. The following table presents the Company’s assets measured at fair value on a recurring basis as of March 31, 2021, according to the fair value hierarchy: Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Investment in Cell C $ - $ - $ - $ - Related to insurance business: Cash, cash equivalents and restricted cash (included in other long-term assets) 441 - - 441 Fixed maturity investments (included in cash and cash equivalents) 2,655 - - 2,655 Total assets at fair value $ 3,096 $ - $ - $ 3,096 16 5. Fair value of financial instruments (continued) The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2020, according to the fair value hierarchy: Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Investment in Cell C $ - $ - $ - $ - Related to insurance business Cash and cash equivalents (included in other long-term assets) 490 - - 490 Fixed maturity investments (included in cash and cash equivalents) 4,198 - - 4,198 Total assets at fair value $ 4,688 $ - $ - $ 4,688 There have been no transfers in or out of Level 3 during the three and nine months ended March 31, 2021 and 2020, respectively. There was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the three and nine months ended March 31, 2021 and 2020. Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2021: Carrying value Assets Balance as of June 30, 2020 $ - Foreign currency adjustment (1) - Balance as of March 31, 2021 $ - (1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR, and the U.S. dollar on the carrying value. Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2020: Carrying value Assets Balance as at June 30, 2019 $ - Foreign currency adjustment (1) - Balance as of March 31, 2020 $ - (1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR, and the U.S. dollar on the carrying value. Assets measured at fair value on a nonrecurring basis The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. Refer to Note 6 for impairment charges recorded during the reporting periods presented herein. The Company has no liabilities that are measured at fair value on a nonrecurring basis. 17 6. Equity-accounted investments and other long-term assets Refer to Note 10 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2020, for additional information regarding its equity-accounted investments and other long-term assets. Equity-accounted investments The Company’s ownership percentage in its equity-accounted investments as of March 31, 2021, and June 30, 2020, was as follows: March 31, June 30, 2021 2020 Finbond Group Limited (“Finbond”) 31 % 31 % Carbon Tech Limited (“Carbon”) 25 % 25 % Revix (“Revix”) 25 % 25 % SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) 50 % 50 % V2 Limited (“V2”) 50 % 50 % Bank Frick & Co AG (“Bank Frick”) - % 35 % Walletdoc Proprietary Limited (“Walletdoc”) - % 20 % Bank Frick On February 3, 2021, the Company, through its wholly-owned subsidiary, Net1 Holdings LI AG (“Net1 LI”), entered into a share sales agreement with the Frick Family Foundation (“KFS”) to sell its entire interest, or 35 %, in Bank Frick to KFS for $ 30 million. Net1 and certain entities within the IPG group also entered into an indemnity and release agreement with KFS and Bank Frick under which the parties agreed to terminate all existing arrangements with Bank Frick and settle all liabilities related to the Company’s activities with Bank Frick through the payment of $3.6 million to KFS. The Company received $ 15.0 million, net, on closing, which comprised $18.6 million less the $ 3.6 million due to KFS to terminate all existing arrangements with Bank Frick and settle all liabilities related to IPG’s activities with Bank Frick. The Company included the $ 18.6 million within cash flows from investing activities and the $ 3.6 million within cash flows from operating activities in the unaudited condensed consolidated statement of cash flows for the three and nine months ended March 31, 2021. The outstanding balance due by KFS is expected to be paid as follows: (i) $ 7.5 million on October 30, 2021, which is included in the caption accounts receivable, net and other receivables in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2021, and (ii) the remaining amount, of $ 3.9 million on July 15, 2022, which is included in the caption other long-term assets, including reinsurance assets in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2021. The parties entered into a security and pledge agreement under which KFS pledged the Bank Frick shares purchased as security for the amounts outstanding under the share sales agreement. The Company incurred transaction costs of approximately $ 0.04 million. The following table presents the calculation of the loss on disposal of Bank Frick on February 3, 2021: February 3, 2021 Loss on sale of Bank Frick: Consideration received in cash on February 3, 2021 $ 18,600 Consideration received with note on February 3, 2021, refer to (Note 3) and other long-term assets below 11,400 Less: transaction costs ( 42 ) Less: carrying value of Bank Frick ( 32,892 ) Add: release of foreign currency translation reserve from accumulated other comprehensive loss 2,462 Loss on sale of Bank Frick (1) $ ( 472 ) (1) The Company does not expect to pay taxes related to the sale of Bank Frick because the base cost of its investment exceeds the sales consideration received. The Company does not believe that it will be able to utilize any capital loss, if any, generated because Net1 LI does not own any other capital assets. On April 15, 2020, the Company paid a termination fee of CHF 17.0 million ($ 17.5 million) to KFS to cancel an option that was previously exercised by the Company. The Company considered the termination of the exercise of the option to acquire a further 35 % interest in Bank Frick an impairment indicator. The Company recorded an impairment loss of $ 18.3 million during the three and nine months ended March 31, 2020, related to the other-than-temporary decrease in Bank Frick’s value, which represented the difference between the determined fair value of the Company’s interest in Bank Frick and the Company carrying value (before the impairment). The impairment loss is included in the caption loss from equity-accounted investments in the Company’s unaudited condensed consolidated statement of operations. 18 6. Equity-accounted investments and other long-term assets (continued) Equity-accounted investments (continued) Finbond As of March 31, 2021, the Company owned 268,820,933 shares in Finbond representing approximately 31 % of its issued and outstanding ordinary shares. Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on March 31, 2021, the last trading day of the month, was ZAR 1.65 per share. The market value, using the March 31, 2021, closing price, of the Company’s holding in Finbond on March 31, 2021, was ZAR 443.6 million ($ 29.9 million translated at exchange rates applicable as of March 31, 2021). Finbond published its half-year results to August 2020 in October 2020, which included the financial impact of the COVID-19 pandemic on its reported results during that reporting period. Finbond incurred losses during the six months to August 2020, and experienced a slow-down in its lending activities. Finbond reported that its lending activities had increased again since August 2020, albeit at a slower pace compared with the prior calendar period. Finbond’s share price declined substantially during the period from its fiscal year end (February 2020) to September 30, 2020, and the weakness in its traded share price continued post September 30, 2020. The Company considered the combination of the slow-down in business activity and the lower share price as impairment indicators. The Company performed an impairment assessment of its holding in Finbond as of September 30, 2020. The Company recorded an impairment loss of $ 16.8 million during the quarter ended September 30, 2020, related to the other-than-temporary decrease in Finbond’s value, which represented the difference between the determined fair value of the Company’s interest in Finbond and the Company’s carrying value (before the impairment). There is limited trading in Finbond shares on the JSE because it has three shareholders that own approximately 90 % of its issued and outstanding shares between them. The Company calculated a fair value per share for Finbond by applying a liquidity discount of 15 % to the September 30, 2020, Finbond closing price of $ 1.04 . The Company performed a further impairment assessment of its holding in Finbond as of December 31, 2020, following a modest decline in its market price during the quarter ended December 31, 2020. The Company recorded an impairment loss of $ 0.8 million during the quarter ended December 31, 2020, related to the other-than-temporary decrease in Finbond’s value, which represented the difference between the determined fair value of the Company’s interest in Finbond and the Company’s carrying value (before the impairment). The Company calculated a fair value per share for Finbond by applying a liquidity discount of 15 % to the December 31, 2020, Finbond closing price. The total impairment charge for the nine months ended March 31, 2021, was $ 17.7 million. V2 Limited In June 2020, V2 Limited drew down $ 0.5 million of the $ 5.0 million working capital facility granted by the Company to V2. In December 2020, the Company no longer expected to recover its carrying value in V2 and impaired its remaining interest in V2 recording an impairment loss of $ 0.5 million during the nine months ended March 31, 2021. The Company sold its investment in V2 on April 22, 2021, for one dollar. In September 2020, the Company and V2 agreed to reduce the $ 5.0 million working capital facility to $ 1.5 million. In October 2020, V2 drew down the remaining available $ 1.0 million of the working capital facility. The Company also created an allowance for doubtful loans receivable of $ 0.5 million during the nine months ended March 31, 2021, related to a portion of the working capital facility outstanding as of March 31, 2021. Other In November 2020, the Company’s subsidiary, Net1 SA, signed an agreement with Walletdoc under which Walletdoc agreed to repay the loan due to Net1 SA in full and Net1 SA agreed to dispose of its entire interest in Walletdoc to Walletdoc. DNI – impairments in fiscal 2020 During the nine months ended March 31, 2020, the Company recorded impairment losses of $ 13.1 million. These impairment losses included (i) an amount of $ 11.5 million related to the difference between the fair value of consideration received on April 1, 2020 following the sale of its remaining interest, and the carrying value of DNI as of March 31, 2020, which included $ 11.3 million included in accumulated other comprehensive loss as of March 31, 2020, and (ii) an amount of $ 1.6 million representing the excess of recorded earnings from DNI over its carrying value, calculated as the amount that the Company could receive pursuant to the call option granted to DNI in May 2019. 19 6. Equity-accounted investments and other long-term assets (continued) Equity-accounted investments (continued) Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the nine months ended March 31, 2021: Bank Frick Finbond Other (1) Total Investment in equity Balance as of June 30, 2020 $ 29,739 $ 30,876 $ 4,601 $ 65,216 Stock-based compensation - ( 40 ) - ( 40 ) Comprehensive (loss) income: 1,156 ( 18,579 ) ( 987 ) ( 18,410 ) Other comprehensive income - 1,688 - 1,688 Equity accounted (loss) earnings 1,156 ( 20,267 ) ( 987 ) ( 20,098 ) Share of net (loss) income 1,156 ( 2,617 ) ( 439 ) ( 1,900 ) Impairment - ( 17,650 ) ( 548 ) ( 18,198 ) Dividends received - - ( 125 ) ( 125 ) Disposal of equity-accounted investment ( 32,892 ) - ( 13 ) ( 32,905 ) Foreign currency adjustment (2) 1,997 3,004 120 5,121 Balance as of March 31, 2021 $ - $ 15,261 $ 3,596 $ 18,857 Investment in loans: Balance as of June 30, 2020 $ - $ - $ 620 $ 620 Loans granted - - 1,238 1,238 Allowance for doubtful loans - - ( 738 ) ( 738 ) Loans repaid - - ( 134 ) ( 134 ) Foreign currency adjustment (2) - - 14 14 Balance as of March 31, 2021 $ - $ - $ 1,000 $ 1,000 Equity Loans Total Carrying amount as of : June 30, 2020 $ 65,216 $ 620 $ 65,836 March 31, 2021 $ 18,857 $ 1,000 $ 19,857 (1) Includes Carbon, SmartSwitch Namibia, V2 and Walletdoc. (2) The foreign currency adjustment represents the effects of the fluctuations of the Swiss franc, ZAR, Nigerian naira and Namibian dollar, against the U.S. dollar on the carrying value. Other long-term assets Summarized below is the breakdown of other long-term assets as of March 31, 2021, and June 30, 2020: March 31, June 30, 2021 2020 Total equity investments $ 52,935 $ 26,993 Investment in 15 % of Cell C, at fair value (Note 5) - - Investment in 12 % of MobiKwik 52,935 26,993 Investment in 87.5 % of CPS (1) - - Total held to maturity investments - - Investment in 7.625 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625 % notes - - Long-term portion of amount due related to sale of interest in Bank Frick (2) 3,890 - Long-term portion of amount due from DNI related to sale of remaining interest in DNI - 2,857 Policy holder assets under investment contracts (Note 8) 441 490 Reinsurance assets under insurance contracts (Note 8) 1,181 1,006 Total other long-term assets $ 58,447 $ 31,346 (1) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation. (2) Long-term portion of amount due related to sale of interest in Bank Frick represents the amount due by the purchaser in July 2022. 20 6. Equity-accounted investments and other long-term assets (continued) Other long-term assets (continued) MobiKwik In early November 2020, MobiKwik entered into an agreement to raise additional capital through the issuance of additional shares to a new shareholder at a valuation of $ 135.54 per share. In mid-March 2021, MobiKwik raised additional capital through the issuance of shares to new shareholders at a valuation of $ 170.33 per share. The Company considered each of these transactions to be an observable price change in an orderly transaction for similar or identical equity securities issued by MobiKwik. The Company used the November 2020 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $ 15.1 million from $ 27.0 million to $ 42.1 million as of December 31, 2020. The Company used the March 2021 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $ 10.8 million from $ 42.1 million to $ 52.9 million as of March 31, 2021. The change in the fair value of MobiKwik for the three and nine months ended March 31, 2021, of $ 10.8 million and $ 25.9 million, respectively, is included in the caption “Change in fair value of equity securities” in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2021. Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of March 31, 2021: Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in MobiKwik $ 26,993 $ 25,942 $ - $ 52,935 Investment in CPS - - - - Held to maturity: Investment in Cedar Cellular notes - - - - Total $ 26,993 $ 25,942 $ - $ 52,935 Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2020: Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in MobiKwik $ 26,993 $ - $ - $ 26,993 Investment in CPS - - - - Held to maturity: Investment in Cedar Cellular notes - - - - Total $ 26,993 $ - $ - $ 26,993 Contractual maturities of held to maturity investments Summarized below is the contractual maturity of the Company’s held to maturity investment as of March 31, 2021: Cost basis Estimated fair value (1) Due in one year or less $ - $ - Due in one year through five years (2) - - Due in five years through ten years - - Due after ten years - - Total $ - $ - (1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the security provided to the Company by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C. (2) The cost basis is zero ($0.0 million). 21 7. Goodwill and intangible assets, net Goodwill Summarized below is the movement in the carrying value of goodwill for the nine months ended March 31, 2021: Gross value Accumulated impairment Carrying value Balance as of June 30, 2020 $ 63,194 $ ( 39,025 ) $ 24,169 Foreign currency adjustment (1) 5,088 ( 1,116 ) 3,972 Balance as of March 31, 2021 $ 68,282 $ ( 40,141 ) $ 28,141 (1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value. Refer to Note 18 for additional information regarding changes to the Company’s reportable segments during the nine months ended March 31, 2021. Goodwill has been allocated to the Company’s reportable segments as follows: Processing Financial services Technology Carrying value Balance as of June 30, 2020 $ 9,989 $ - $ 14,180 $ 24,169 Foreign currency adjustment (1) 1,576 - 2,396 3,972 Balance as of March 31, 2021 $ 11,565 $ - $ 16,576 $ 28,141 (1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value. Intangible assets, net Carrying value and amortization of intangible assets Summarized below is the carrying value and accumulated amortization of the intangible assets as of March 31, 2021, and June 30, 2020: As of March 31, 2021 As of June 30, 2020 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value Finite-lived intangible assets: Customer relationships $ 20,506 $ ( 20,430 ) $ 76 $ 19,064 $ ( 18,806 ) $ 258 Software and unpatented technology 4,171 ( 4,171 ) - 3,931 ( 3,931 ) - FTS patent 2,584 ( 2,584 ) - 2,211 ( 2,211 ) - Trademarks 3,011 ( 2,650 ) 361 2,731 ( 2,377 ) 354 Total finite-lived intangible assets $ 30,272 $ ( 29,835 ) $ 437 $ 27,937 $ ( 27,325 ) $ 612 Indefinite-lived intangible assets: Financial institution licenses - - Total indefinite-lived intangible assets - - Total intangible assets $ 437 $ 612 22 7. Goodwill and intangible assets, net (continued) Intangible assets, net (continued) Aggregate amortization expense on the finite-lived intangible assets for each of the three months ended March 31, 2021 and 2020, was approximately $ 0.1 million, respectively. Aggregate amortization expense on the finite-lived intangible assets for the nine months ended March 31, 2021 and 2020, was approximately $ 0.3 million and $ 0.2 million, respectively. Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on March 31, 2021, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors. Fiscal 2021 $ 371 Fiscal 2022 69 Fiscal 2023 69 Fiscal 2024 69 Fiscal 2025 68 Thereafter 69 Total future estimated annual amortization expense $ 715 8. Assets and policyholder liabilities under insurance and investment contracts Reinsurance assets and policyholder liabilities under insurance contracts Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the nine months ended March 31, 2021: Reinsurance Assets (1) Insurance contracts (2) Balance as of June 30, 2020 $ 1,006 $ ( 1,370 ) Increase in policy holder benefits under insurance contracts 543 6,121 Claims and decrease in policyholders’ benefits under insurance contracts ( 538 ) ( 6,142 ) Foreign currency adjustment (3) 170 ( 231 ) Balance as of March 31, 2021 $ 1,181 $ ( 1,622 ) (1) Included in other long-term assets (refer to Note 6); (2) Included in other long-term liabilities; (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar. The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimates assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience). Assets and policyholder liabilities under investment contracts Summarized below is the movement in assets and policyholder liabilities under investment contracts during the nine months ended March 31, 2021: Assets (1) Investment contracts (2) Balance as of June 30, 2020 $ 490 $ ( 490 ) Increase in policy holder benefits under investment contracts 19 ( 19 ) Claims and decrease in policyholders’ benefits under investment contracts ( 151 ) 151 Foreign currency adjustment (3) 83 ( 83 ) Balance as of March 31, 2021 $ 441 $ ( 441 ) (1) Included in other long-term assets (refer to Note 6); (2) Included in other long-term liabilities; (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar. The Company does not offer any investment products with guarantees related to capital or returns. 23 9. Borrowings Refer to Note 13 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2020, for additional information regarding its borrowings. South Africa Nedbank facility, comprising short-term facilities On November 2, 2020, the Company amended its short-term South African credit facility with Nedbank Limited to increase the indirect and derivative facilities component of the facility from ZAR 150.0 million to ZAR 159.0 million. As of March 31, 2021, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 459.0 million ($ 31.0 million). The credit facility comprises an overdraft facility of (i) up to ZAR 300.0 million ($ 20.2 million), which is further split into (a) a ZAR 250.0 million ($ 16.9 million) overdraft facility which may only be used to fund mobile ATMs and (b) a ZAR 50.0 million ($ 3.4 million) general banking facility and (ii) indirect and derivative facilities of up to ZAR 159.0 million ($ 10.7 million), which include guarantees, letters of credit and forward exchange contracts. The Company has entered into cession and pledge agreements with Nedbank related to certain of its Nedbank credit facilities (the general banking facility and a portion of the indirect facility) and the Company has ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. These funds, of ZAR 113.0 million ($ 7.6 million translated at exchange rates applicable as of March 31, 2021), are included within the caption restricted cash related to ATM funding and credit facilities to the Company’s unaudited condensed consolidated balance sheet as of March 31, 2021. Movement in short-term credit facilities Summarized below are the Company’s short-term facilities as of March 31, 2021, and the movement in the Company’s short-term facilities from as of June 30, 2020 to as of March 31, 2021, as well as the respective interest rates applied to the borrowings as of March 31, 2021: South Africa Total RMB Nedbank Short-term facilities available as of March 31, 2021 $ 80,929 $ 30,958 $ 111,887 Overdraft - 3,372 3,372 Overdraft restricted as to use for ATM funding only 80,929 16,860 97,789 Indirect and derivative facilities - 10,726 10,726 Interest rate (%), based on South African prime rate 7.00 Interest rate (%), based on South African prime rate less 1.15 % 5.85 Movement in utilized overdraft facilities: Balance as of June 30, 2020 14,756 58 14,814 Utilized 244,234 17,525 261,759 Repaid ( 251,902 ) ( 16,401 ) ( 268,303 ) Foreign currency adjustment (1) 3,431 ( 306 ) 3,125 Balance as of March 31, 2021 10,519 876 11,395 Restricted as to use for ATM funding only 10,519 876 11,395 Movement in utilized indirect and derivative facilities: Balance as of June 30, 2020 (2) - 5,398 5,398 Utilized - 3,909 3,909 Foreign currency adjustment (1) - 1,251 1,251 Balance as of March 31, 2021 (2) $ - $ 10,558 $ 10,558 (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) As of March 31, 2021 and June 30, 2020, the Company had utilized approximately ZAR 156.6 million ($ 10.6 million) and ZAR 93.6 million ($ 5.4 million), respectively, of its indirect and derivative facilities of ZAR 159.0 million (June 30, 2020: ZAR 150 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts, in order for the Company to honor its obligations to third parties requiring such guarantees (refer to Note 20). 24 10. Other payables Summarized below is the breakdown of other payables as of March 31, 2021, and June 30, 2020: March 31, June 30, 2021 2020 Accruals $ 5,895 $ 6,045 Provisions 3,883 4,926 Other 11,364 11,329 Value-added tax payable 358 129 Payroll-related payables 1,211 887 Participating merchants' settlement obligation 513 463 $ 23,224 $ 23,779 Other includes transactions-switching funds payable, deferred income, client deposits and other payables. 11. Capital structure The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the nine months ended March 31, 2021 and 2020, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the nine months ended March 31, 2021 and 2020, respectively: March 31, March 31, 2021 2020 Number of shares, net of treasury: Statement of changes in equity 56,626,060 57,118,925 Non-vested equity shares that have not vested as of end of period 294,000 1,115,500 Number of shares, net of treasury, excluding non-vested equity shares that have not vested 56,332,060 56,003,425 12. Accumulated other comprehensive loss The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2021: Three months ended March 31, 2021 Accumulated foreign currency translation reserve Total Balance as of January 1, 2021 $ ( 141,242 ) $ ( 141,242 ) Release of foreign currency translation reserve related to the disposal of Bank Frick (Note 6) ( 2,462 ) ( 2,462 ) Movement in foreign currency translation reserve ( 2,470 ) ( 2,470 ) Balance as of March 31, 2021 $ ( 146,174 ) $ ( 146,174 ) 25 12. Accumulated other comprehensive loss (continued) The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2020: Three months ended March 31, 2020 Accumulated foreign currency translation reserve Total Balance as of January 1, 2020 $ ( 190,978 ) $ ( 190,978 ) Release of foreign currency translation reserve related to Net1 Korea disposal (Note 2) 14,228 14,228 Movement in foreign currency translation reserve ( 41,212 ) ( 41,212 ) Balance as of March 31, 2020 $ ( 217,962 ) $ ( 217,962 ) The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2021: Nine months ended March 31, 2021 Accumulated foreign currency translation reserve Total Balance as of July 1, 2020 $ ( 169,075 ) $ ( 169,075 ) Release of foreign currency translation reserve related to disposal of Bank Frick (Note 6) ( 2,462 ) ( 2,462 ) Movement in foreign currency translation reserve related to equity-accounted investment 1,688 1,688 Movement in foreign currency translation reserve 23,675 23,675 Balance as of March 31, 2021 $ ( 146,174 ) $ ( 146,174 ) The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2020: Nine months ended March 31, 2020 Accumulated foreign currency translation reserve Total Balance as of July 1, 2019 $ ( 195,812 ) $ ( 195,812 ) Release of foreign currency translation reserve related to Net1 Korea disposal (Note 2) 14,228 14,228 Release of foreign currency translation reserve related to FIHRST disposal (Note 2) 1,578 1,578 Movement in foreign currency translation reserve related to equity-accounted investment 2,227 2,227 Movement in foreign currency translation reserve ( 40,183 ) ( 40,183 ) Balance as of March 31, 2020 $ ( 217,962 ) $ ( 217,962 ) During the three and nine months ended March 31, 2021, the Company reclassified $ 2.5 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of Bank Frick (refer to Note 6). During the three months ended March 31, 2020, the Company reclassified $ 14.2 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net gain related to the disposal of Net1 Korea (refer to Note 2). During the nine months ended March 31, 2020, the Company reclassified $ 14.2 million and $ 1.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net gain (loss) related to the disposal of Net1 Korea and FIHRST, respectively (refer to Note 2). 26 13. Stock-based compensation The Company’s Amended and Restated 2015 Stock Incentive Plan and the vesting terms of certain stock-based awards granted are described in Note 18 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2020. Stock option and restricted stock activity Options The following table summarizes stock option activity for the nine months ended March 31, 2021 and 2020: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($'000) Weighted average grant date fair value ($) Outstanding - June 30, 2020 1,331,651 5.83 7.56 - 2.01 Granted - August 2020 150,000 3.50 3.00 166 1.11 Granted - November 2020 560,000 3.01 10.00 691 1.23 Exercised ( 17,335 ) 3.07 - 35 - Forfeited ( 466,033 ) 7.12 - - 2.31 Outstanding - March 31, 2021 1,558,283 4.24 7.80 2,860 1.56 Outstanding - June 30, 2019 864,579 7.81 7.05 - 2.62 Granted – October 2019 561,000 3.07 10.00 676 1.20 Forfeited ( 93,928 ) 7.50 - - 2.81 Outstanding - March 31, 2020 1,331,651 5.83 7.83 - 2.01 On August 5, 2020, the Company granted one of its non-employee directors, Mr. Ali Mazanderani, in his capacity as a consultant to the Company, 150,000 stock options with an exercise price of $ 3.50 . These stock options are subject to the non-employee director’s continuous service through the applicable vesting date, and half of the options vest on each of the first and second anniversaries of the grant date. No stock options were awarded during the three months ended March 31, 2021 and 2020. The Company awarded 560,000 and 561,000 stock options to employees during the nine months ended March 31, 2021 and 2020, respectively. During the nine months ended March 31, 2021, the Company’s former chief executive officer forfeited 250,034 stock options with strike prices ranging from $ 6.20 to $ 11.23 per share following his separation from the Company. Employees forfeited 10,000 and 93,928 stock options during the three months ended March 31, 2021 and 2020, respectively. Employees forfeited 205,999 and 93,928 stock options during the nine months ended March 31, 2021 and 2020, respectively. The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750 -day volatility. The estimated expected life of the option was determined based on historical behavior of employees who were granted options with similar terms. The table below presents the range of assumptions used to value stock options granted during the nine months ended March 31, 2021 and 2020: Nine months ended March 31, 2021 2020 Expected volatility 62 % 57 % Expected dividends 0 % 0 % Expected life (in years) 3 3 Risk-free rate 0.19 % 1.57 % 27 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Options (continued) The following table presents stock options vested and expected to vest as of March 31, 2021: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - March 31, 2021 1,558,283 4.24 7.80 2,860 These options have an exercise price range of $ 3.01 to $ 11.23 . The following table presents stock options that are exercisable as of March 31, 2021: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - March 31, 2021 460,798 6.46 6.86 345 No stock options became exercisable during the three months ended March 31, 2021 and 2020. During the nine months ended March 31, 2021 and 2020, respectively, 337,666 and 170,335 stock options became exercisable. The Company issues new shares to satisfy stock option exercises. Restricted stock The following table summarizes restricted stock activity for the nine months ended March 31, 2021 and 2020: Number of shares of restricted stock Weighted average grant date fair value ($’000) Non-vested – June 30, 2020 1,115,500 5,354 Total vested ( 311,300 ) ( 1,037 ) Vested – August 2020 ( 244,500 ) ( 812 ) Vested – September 2020 - accelerated vesting ( 66,800 ) ( 225 ) Forfeitures ( 510,200 ) ( 1,766 ) Non-vested – March 31, 2021 294,000 994 Non-vested – June 30, 2019 583,908 3,410 Granted – February 2020 568,000 2,300 Total vested ( 18,908 ) 70 Vested – March 2020 ( 11,408 ) 42 Vested – March 2020 - accelerated vesting ( 7,500 ) 28 Forfeitures ( 17,500 ) 65 Non-vested – March 31, 2020 1,115,500 5,354 28 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Options (continued) During the three months ended March 31, 2021, 244,500 shares of restricted stock with time-based vesting conditions vested. In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of 66,800 shares of restricted stock which were granted in February 2020, and which were subject to time-based vesting. These shares of restricted stock vested on September 30, 2020. The , 510200 shares of restricted stock that were forfeited during the nine months ended March 31, 2021, includes 375,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company and 30,000 shares of restricted stock forfeited by an executive officer as the market condition (related to share price performance) was not achieved. The March 31, 2021, non-vested shares of restricted stock presented in the table above includes 164,000 shares of restricted stock forfeited by an executive officer following his resignation from the Company on April 30, 2021. The amount of 164,000 shares of restricted stock comprised 107,200 shares of restricted stock with performance (related to agreed return on net asset value) and time-based vesting conditions, 30,000 shares of restricted stock with a market condition (related to share price performance) and time-based vesting conditions, and 26,800 shares of restricted stock with time-based vesting conditions. The February 2020 grants comprise 113,600 shares of restricted stock awarded to executive officers that are subject to time-based vesting and 454,400 shares of restricted stock awarded to executive officers that are subject to performance and time-based vesting. During three and nine months ended March 31, 2020, employees forfeited 17,500 shares of restricted stock upon termination and 7,500 shares (50% of the original award) of restricted stock with time-based vesting conditions were forfeited by an executive officer upon the disposal of Net1 Korea. The Company’s Board of Directors accelerated the vesting of the other half of the award and 7,500 shares vested. On February 5, 2021, the Company entered into an employment agreement with Mr. Mali, under which Mr. Mali was appointed Chief Executive Officer of Net1 SA. The appointment is effective from May 1, 2021. Mr. Mali was awarded 77,040 shares of restricted stock on May 1, 2021. The number of shares granted was calculated using a base amount of ZAR 6.25 million, the Company’s closing share price on the Nasdaq Global Select Market on April 30, 2021, and the April 30, 2021 $ / ZAR closing exchange rate. These shares of restricted stock include time-based vesting conditions and are subject to Mr. Mali’s continuous service to the Company through the applicable vesting date, with one third of the options vesting on each of the first, second and third anniversaries of the grant date, May 1, 2021. The parties also agreed that, on or about August 1, 2021, the Company will issue such number of shares of restricted stock equal to the aggregate amount of the Company’s common stock purchased by Mr. Mali between May 1, 2021 and July 31, 2021. The number of shares of restricted to stock to be issued will be calculated using a base amount of up to ZAR 6.25 million, in each case, divided by the product of the Fair Market Value (as defined in the Company’s Amended and Restated 2015 Stock Incentive Plan) of the Company’s common stock, multiplied by the $ / ZAR exchange rate on the date of grant. These shares of restricted stock are also expected to include time-based vesting conditions and will be subject to Mr. Mali’s continuous service to the Company through the applicable vesting date, with one third of the options vesting on each of the first, second and third anniversaries of the grant date, on or about August 1, 2021. Mr. Mali is also entitled to a long-term incentive award related to the Company’s 2021 fiscal year, comprising an award of restricted stock equal to 85 % of Mr. Mali’s base salary, or ZAR 5.95 million, divided by the product of the Fair Market Value of the Company’s common stock, as determined by the Company’s remuneration committee in its sole discretion, multiplied by the $ / ZAR exchange rate on the date of grant. Vesting of the award is subject to performance criteria to be determined by the Company’s remuneration committee and the continuous employment of Mr. Mali on each vesting date. The award of restricted stock vests ratably over a period of three years commencing on the first anniversary of the grant of the award. 29 13. Stock-based compensation (continued) Stock-based compensation charge and unrecognized compensation cost The Company recorded a stock-based compensation charge, net during the three months ended March 31, 2021 and 2020, of $ 0.2 million and $0.3 million, respectively, which comprised: Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Three months ended March 31, 2021 Stock-based compensation charge $ 245 $ - $ 245 Total - three months ended March 31, 2021 $ 245 $ - $ 245 Three months ended March 31, 2020 Stock-based compensation charge $ 492 $ - $ 492 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 145 ) - ( 145 ) Total - three months ended March 31, 2020 $ 347 $ - $ 347 The Company recorded a stock-based compensation charge, net during the nine months ended March 31, 2021 and 2020, of $ 0.9 million and $ 1.2 million respectively, which comprised: Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Nine months ended March 31, 2021 Stock-based compensation charge $ 1,173 $ - $ 1,173 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 297 ) - ( 297 ) Total - nine months ended March 31, 2021 $ 876 $ - $ 876 Nine months ended March 31, 2020 Stock-based compensation charge $ 1,315 $ - $ 1,315 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 145 ) - ( 145 ) Total - nine months ended March 31, 2020 $ 1,170 $ - $ 1,170 The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees. As of March 31, 2021, the total unrecognized compensation cost related to stock options was approximately $ 1.1 million, which the Company expects to recognize over approximately three years . As of March 31, 2021, the total unrecognized compensation cost related to restricted stock awards was approximately $ 0.7 million, which the Company expects to recognize over approximately two years . As of March 31, 2021, and June 30, 2020, respectively, the Company recorded a deferred tax asset of approximately $ 0.04 million and $ 0.4 million, related to the stock-based compensation charge recognized related to employees of Net1. As of March 31, 2021, and June 30, 2020, respectively, the Company recorded a valuation allowance of approximately $ 0.04 million and $ 0.4 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States. 30 14. (Loss) Earnings per share The Company has issued redeemable common stock which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the three months ended March 31, 2021 and 2020. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 15 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2020. Basic (loss) earnings per share includes shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share has been calculated using the two-class method and basic (loss) earnings per share for the three months ended March 31, 2021 and 2020 , reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator. Diluted (loss) earnings per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted (loss) earnings per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees in August 2017, March 2018, May 2018, September 2018 and February 2020, as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for all awards made are discussed in Note 18 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2020. 31 14. (Loss) Earnings per share (continued) The following table presents net loss attributable to Net1 and the share data used in the basic and diluted (loss) earnings per share computations using the two-class method: Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 (in thousands except (in thousands except percent and percent and per share data) per share data) Numerator: Net loss attributable to Net1 $ ( 6,204 ) $ ( 34,881 ) $ ( 39,696 ) $ ( 39,478 ) Undistributed (loss) earnings ( 6,204 ) ( 34,881 ) ( 39,696 ) ( 39,478 ) Continuing ( 6,204 ) ( 48,361 ) ( 39,696 ) ( 58,613 ) Discontinued $ - $ 13,480 $ - $ 19,135 Percent allocated to common shareholders (Calculation 1) 99 % 99 % 99 % 99 % Numerator for (loss) earnings per share: basic and diluted ( 6,172 ) ( 34,377 ) ( 39,300 ) ( 39,017 ) Continuing ( 6,172 ) ( 47,662 ) ( 39,300 ) ( 57,928 ) Discontinued - 13,285 - 18,911 Denominator Denominator for basic (loss) earnings per share: weighted-average common shares outstanding 56,352 55,982 56,236 55,984 Effect of dilutive securities: Stock options 275 - 92 - Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion 56,627 55,982 56,328 55,984 (Loss) Earnings per share: Basic $ ( 0.11 ) $ ( 0.61 ) $ ( 0.70 ) $ ( 0.69 ) Continuing $ ( 0.11 ) $ ( 0.85 ) $ ( 0.70 ) $ ( 1.03 ) Discontinued $ - $ 0.24 $ - $ 0.34 Diluted $ ( 0.11 ) $ ( 0.61 ) $ ( 0.70 ) $ ( 0.69 ) Continuing $ ( 0.11 ) $ ( 0.85 ) $ ( 0.70 ) $ ( 1.03 ) Discontinued $ - $ 0.24 $ - $ 0.34 (Calculation 1) Basic weighted-average common shares outstanding (A) 56,352 55,982 56,236 55,984 Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 56,646 56,803 56,803 56,646 Percent allocated to common shareholders (A) / (B) 99 % 99 % 99 % 99 % Options to purchase 425,784 shares of the Company’s common stock at prices ranging from $ 6.20 to $ 11.23 per share were outstanding during the three and nine months ended March 31, 2021, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. Options to purchase 1,331,651 shares of the Company’s common stock at prices ranging from $ 3.07 to $ 11.23 per share were outstanding during the three and nine months ended March 31, 2020, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. The options, which expire at various dates through November 4, 2030, were still outstanding as of March 31, 2021. 32 15. Supplemental cash flow information The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2021 and 2020: Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 Cash received from interest $ 537 $ 632 $ 1,746 $ 2,411 Cash paid for interest $ 707 $ 1,582 $ 2,251 $ 4,689 Cash paid for income taxes $ 211 $ 645 $ 16,382 $ 4,532 Disaggregation of cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash included on the Company’s unaudited condensed consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s various debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that have been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. Refer to Note 9 for additional information regarding the Company’s facilities. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of March 31, 2021 and 2020, and June 30, 2020: March 31, 2021 March 31, 2020 June 30, 2020 Continuing $ 207,814 $ 209,290 $ 217,671 Discontinued - - - Cash and cash equivalents 207,814 209,290 217,671 Restricted cash 19,016 51,370 14,814 Cash, cash equivalents and restricted cash $ 226,830 $ 260,660 $ 232,485 Leases The following table presents supplemental cash flow disclosure related to leases for the three and nine months ended March 31, 2021 and 2020: Three months ended March 31, Nine months ended March 31, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,061 $ 876 $ 2,940 $ 2,904 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 796 $ 484 $ 2,497 $ 2,974 33 16. Revenue recognition Disaggregation of revenue The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2021: Processing Financial services Technology Total Processing fees $ 13,844 $ 566 $ - $ 14,410 South Africa 13,423 566 - 13,989 Rest of world 421 - - 421 Technology products 459 87 1,720 2,266 Telecom products and services 2,945 - - 2,945 Lending revenue - 5,474 - 5,474 Insurance revenue - 1,709 - 1,709 Account holder fees - 1,414 - 1,414 Other 225 76 309 610 Total revenue, derived from the following geographic locations 17,473 9,326 2,029 28,828 South Africa 17,052 9,326 2,029 28,407 Rest of world $ 421 $ - $ - $ 421 As discussed in Note 18, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures during the three months ended September 30, 2020. Previously reported information has been restated. The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2020: Processing Financial services Technology Total (as restated) (as restated) (1) Processing fees $ 15,527 $ 1,293 $ - $ 16,820 South Africa (1) 13,963 1,293 - 15,256 Rest of world 1,564 - - 1,564 Technology products 241 - 3,830 4,071 Telecom products and services 3,704 - - 3,704 Lending revenue - 5,552 - 5,552 Insurance revenue - 1,228 - 1,228 Account holder fees - 2,525 - 2,525 Other 553 148 13 714 Total revenue, derived from the following geographic locations 20,025 10,746 3,843 34,614 South Africa 18,461 10,746 3,843 33,050 Rest of world $ 1,564 $ - $ - $ 1,564 (1) Processing fees South Africa and Total column has been restated for the error described in Note 1. 34 16. Revenue recognition (continued) Disaggregation of revenue (continued) The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2021: Processing Financial services Technology Total Processing fees $ 44,929 $ 1,740 $ - $ 46,669 South Africa 42,074 1,740 - 43,814 Rest of world 2,855 - - 2,855 Technology products 1,584 157 12,140 13,881 Telecom products and services 10,515 - - 10,515 Lending revenue - 14,962 - 14,962 Insurance revenue - 4,779 - 4,779 Account holder fees - 3,870 - 3,870 Other 775 233 585 1,593 Total revenue, derived from the following geographic locations 57,803 25,741 12,725 96,269 South Africa 54,948 25,741 12,725 93,414 Rest of world $ 2,855 $ - $ - $ 2,855 The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2020: Processing Financial services Technology Total (as restated) (as restated) (1) Processing fees $ 44,659 $ 3,840 $ - $ 48,499 South Africa (1) 41,046 3,840 - 44,886 Rest of world 3,613 - - 3,613 Technology products 784 - 15,463 16,247 Telecom products and services 19,637 - - 19,637 Lending revenue - 16,090 - 16,090 Insurance revenue - 3,986 - 3,986 Account holder fees - 10,888 - 10,888 Other 3,885 474 42 4,401 Total revenue, derived from the following geographic locations 68,965 35,278 15,505 119,748 South Africa 65,352 35,278 15,505 116,135 Rest of world $ 3,613 $ - $ - $ 3,613 (1) Processing fees South Africa and Total column has been restated for the error described in Note 1. 17. Leases The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of its corporate head office, administration offices and branch locations through which the Company operates its financial services business in South Africa. The Company’s operating leases have remaining lease terms of between one and five years . The Company also operates parts of its financial services business from locations which it leases for a period of less than one year. The Company’s operating lease expense during the three months ended March 31, 2021 and 2020 was $ 1.1 million and $ 0.9 million, respectively. The Company’s operating lease expense during each of the nine months ended March 31, 2021 and 2020 was $ 2.9 million, respectively. The Company does not have any significant leases that have not commenced as of March 31, 2021 . The Company has also entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations to operate its financial services business in South Africa. The Company’s short-term lease expense during the three months ended March 31, 2021 and 2020 , was $ 1.0 million and $ 0.8 million, respectively. The Company’s short-term lease expense during the nine months ended March 31, 2021 and 2020 , was $ 3.1 million and $ 3.5 million, respectively. 35 17. Leases (continued) The following table presents supplemental balance sheet disclosure related to the Company’s right-of-use assets and its operating lease liabilities as of March 31, 2021 and June 30, 2020 : March 31, June 30, 2021 2020 Operating leases: Operating lease right-of-use asset $ 4,870 $ 5,395 Weighted average remaining lease term (years) 2.87 3.94 Weighted average discount rate (percent) 10 9 The maturities of the Company’s operating lease liabilities as of March 31, 2021, are presented below: March 31, 2021 Maturities of operating lease liabilities 2021 (for March 31, 2021 excluding nine months to March 31, 2021) $ 950 2022 2,745 2023 1,159 2024 571 2025 193 Thereafter - Total undiscounted operating lease liabilities 5,618 Less imputed interest 562 Total operating lease liabilities, included in 5,056 Operating lease liability - current 2,945 Operating lease liability - long-term $ 2,111 18. Operating segments Change to internal reporting structure and restatement of previously reported information During September 2020, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures following the Company’s decisions to focus primarily on the South African market and to exit its operating activities performed through IPG. The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on reported information for statutory entities, statutory groups, clustered statutory entities or clustered statutory groups, with certain reallocations, based on the activity of the reporting unit. Previously reported information has been restated. Reallocation of certain activities among operating segments During the first quarter of fiscal 2021, the Company reorganized its operating segments by combining what were previously the South African transaction processing segment and the International transaction processing segment into what is now the Processing segment and bifurcating what was previously the Financial inclusion and applied technologies segment into what are now the Financial services segment and the Technology segment. Segment results for the three and nine months ended March 31, 2021, reflect these changes to the operating segments. Operating segments The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in which the entity holds material assets or reports material revenues. The Company currently has three reportable segments: Processing, Financial services and Technology. All three segments operate mainly within South Africa and certain of our activities outside of South Africa have been allocated to Processing. The Company’s reportable segments offer different products and services and require different resources and marketing strategies but share the Company’s assets. 36 18. Operating segments (continued) Operating segments (continued) The Processing segment includes fees earned by the Company from processing activities performed for its customers and revenue generated from the distribution of prepaid airtime. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device (“POS”). The Company earns processing fees from transactions processed for these customers. The Company also earns fees on transactions performed by other banks’ customers utilizing its ATM, POS or bill payment infrastructure. The Processing segment includes IPG’s processing activities. The Financial services segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium. The Technology segment includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company. Corporate/Eliminations includes the Company’s head office cost center and the amortization of acquisition-related intangible assets. The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31, 2021 and 2020, is as follows: Revenue (as restated) (1) Reportable Segment Inter-segment From external customers Processing $ 18,747 $ 1,274 $ 17,473 Financial services 10,192 866 9,326 Technology 2,026 ( 3 ) 2,029 Total for the three months ended March 31, 2021 $ 30,965 $ 2,137 $ 28,828 Processing (1) $ 22,078 $ 2,053 $ 20,025 Financial services 11,683 937 10,746 Technology 4,040 197 3,843 Total for the three months ended March 31, 2020 $ 37,801 $ 3,187 $ 34,614 (1) Processing for the three months ended March 31, 2020 has been restated for the error described in Note 1. The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31, 2021 and 2020, is as follows: Revenue (as restated) (1) Reportable Segment Inter-segment From external customers Processing $ 61,243 $ 3,440 $ 57,803 Financial services 28,166 2,425 25,741 Technology 12,846 121 12,725 Total for the nine months ended March 31, 2021 $ 102,255 $ 5,986 $ 96,269 Processing (1) $ 75,395 $ 6,430 $ 68,965 Financial services 38,119 2,841 35,278 Technology 16,139 634 15,505 Total for the nine months ended March 31, 2020 $ 129,653 $ 9,905 $ 119,748 (1) Processing for the nine months ended March 31, 2020 has been restated for the error described in Note 1. The Company does not allocate interest income, interest expense or income tax expense to its reportable segments. The Company evaluates segment performance based on segment operating income before acquisition-related intangible asset amortization which represents operating income before acquisition-related intangible asset amortization and expenses allocated to Corporate/Eliminations, all under GAAP. 37 18. Operating segments (continued) Operating segments (continued) The reconciliation of the reportable segments measures of profit or loss to income before income taxes for the three and nine months ended March 31, 2021 and 2020, is as follows: Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 Reportable segments measure of profit or loss $ ( 12,796 ) $ ( 13,150 ) $ ( 31,068 ) $ ( 23,673 ) Operating loss: Corporate/Eliminations ( 1,496 ) ( 1,062 ) ( 9,204 ) ( 7,395 ) Change in fair value of equity securities 10,814 - 25,942 - Gain on disposal of FIHRST - - - 9,743 Loss on disposal of equity-accounted investment - Bank Frick ( 472 ) - ( 472 ) - Loss on disposal of equity-accounted investment - - ( 13 ) - Interest income 606 570 1,934 2,015 Interest expense ( 744 ) ( 1,886 ) ( 2,168 ) ( 6,362 ) Loss before income taxes $ ( 4,088 ) $ ( 15,528 ) $ ( 15,049 ) $ ( 25,672 ) The following tables summarize segment information that is prepared in accordance with GAAP for the three and nine months ended March 31, 2021 and 2020: Three months ended Nine months ended March 31, March 31, 2021 2020 2021 2020 (as restated) (1) (as restated) (1) Revenues Processing $ 18,747 $ 22,078 $ 61,243 $ 75,395 All others 18,741 20,914 59,550 73,006 IPG 6 1,164 1,693 2,389 Financial services 10,192 11,683 28,166 38,119 Technology 2,026 4,040 12,846 16,139 Total 30,965 37,801 102,255 129,653 Operating (loss) income Processing ( 10,816 ) ( 12,394 ) ( 28,498 ) ( 23,747 ) All others ( 7,484 ) ( 9,219 ) ( 17,747 ) ( 15,679 ) IPG ( 3,332 ) ( 3,175 ) ( 10,751 ) ( 8,068 ) Financial services ( 2,111 ) ( 1,701 ) ( 5,554 ) ( 2,605 ) Technology 131 945 2,984 2,679 Subtotal: Operating segments ( 12,796 ) ( 13,150 ) ( 31,068 ) ( 23,673 ) Corporate/Eliminations ( 1,496 ) ( 1,062 ) ( 9,204 ) ( 7,395 ) Total ( 14,292 ) ( 14,212 ) ( 40,272 ) ( 31,068 ) Depreciation and amortization Processing 682 861 2,093 2,531 Financial services 110 203 362 637 Technology 248 - 413 168 Subtotal: Operating segments 1,040 1,064 2,868 3,336 Corporate/Eliminations 92 89 261 315 Total 1,132 1,153 3,129 3,651 Expenditures for long-lived assets Processing 533 542 885 2,856 Financial services 97 3 148 134 Technology 19 - 2,914 - Subtotal: Operating segments 649 545 3,947 2,990 Corporate/Eliminations - - - - Total $ 649 $ 545 $ 3,947 $ 2,990 (1) Revenues-Processing-All others for the three and nine months ended March 31, 2020 have been restated for the error described in Note 1. 38 18. Operating segments (continued) Operating segments (continued) The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented. 19. Income tax Income tax in interim periods For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs. For the three months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in the fair value of our equity securities (refer to Note 6), which is at a lower tax rate than the South African statutory rate, the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. For the nine months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in fair value referred to above, tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of the Company’s equity-accounted investments following its impairment (refer to Note 6). For the three and nine months ended March 31, 2020, the Company’s effective tax rate was impacted by the tax neutral disposal of FIHRST (impacts nine months only), the non-deductible impairment losses, the losses incurred by IPG and certain of its South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these businesses, non-deductible expenses, including transaction-related expenditure, and tax expense recorded by the Company’s profitable businesses, primarily in South Africa. Uncertain tax positions The Company had no significant uncertain tax positions during the three months ended March 31, 2021, and therefore, the Company had no accrued interest related to uncertain tax positions on its balance sheet. The Company does not expect changes related to its unrecognized tax benefits will have a significant impact on its results of operations or financial position in the next 12 months. The Company has no unrecognized tax benefits. The Company files income tax returns mainly in South Africa, Germany, Hong Kong, India, the United Kingdom, Botswana and in the U.S. federal jurisdiction. As of March 31, 2021, the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2016. The Company is subject to income tax in other jurisdictions outside South Africa, none of which are individually material to its financial position, statement of cash flows, or results of operations. 20. Commitments and contingencies Guarantees The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by a South African bank. The Company is required to procure these guarantees for these third parties to operate its business. Nedbank has issued guarantees to these third parties amounting to ZAR 156.6 million ($ 10.6 million, translated at exchange rates applicable as of March 31, 2021) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 0.4 % per annum to 1.94 % per annum of the face value of these guarantees and does not recover any of the commission from third parties. 39 20. Commitments and contingencies (continued) Guarantees (continued) The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of March 31, 2021. The maximum potential amount that the Company could pay under these guarantees is ZAR 156.6 million ($ 10.6 million, translated at exchange rates applicable as of March 31, 2021). As discussed in Note 9, the Company has ceded and pledged certain bank accounts to Nedbank as security for certain of these guarantees with an aggregate value of ZAR 63.0 million ($ 4.2 million translated at exchange rates applicable as of March 31, 2021). The guarantees have reduced the amount available under its indirect and derivative facilities in the Company’s short-term credit facility described in Note 9. Contingencies The Company is subject to a variety of other insignificant claims and suits that arise from time to time in the ordinary course of business. Management currently believes that the resolution of these other matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows. 21. Discontinued operations The Company determined that, following the disposal of its controlling interest, Net1 Korea (in fiscal 2020) and DNI (in fiscal 2019) should be classified as discontinued operations because the disposal of these businesses represented a strategic shift that would have a major effect on the Company’s operations and financial results. Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2020, for additional information regarding the deconsolidation of Net1 Korea and DNI. The table below presents certain major captions to the Company’s unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows for three and nine months ended March 31, 2020, that have not been separately presented on those statements related to the presentation of Net1 Korea as a discontinued operation: Net1 Korea Three months ended Nine months ended March 31, 2020 March 31, 2020 Unaudited condensed consolidated statement of operations Discontinued: Revenue $ 19,044 $ 85,375 Cost of goods sold, IT processing, servicing and support 8,246 37,377 Selling, general and administration 7,278 30,562 Depreciation and amortization 2,004 8,652 Operating income 1,516 8,784 Interest income 129 678 Interest expense 6 106 Net income before tax 1,639 9,356 Income tax expense 892 2,954 Net income from discontinued operations $ 747 $ 6,402 Unaudited condensed consolidated statement of cash flows Discontinued: Total net cash provided by operating activities $ 4,371 $ 14,565 Total net cash used in investing activities $ ( 12,893 ) $ ( 9,805 ) The Company retained a continuing involvement in DNI following the disposal of the Company’s controlling interest during the year ended June 30, 2019. The Company recorded earnings under the equity method related to its retained investment in DNI during the nine months ended March 31, 2020. The table below presents revenues and expenses between the Company and DNI, after the DNI disposal transaction, during the nine months ended March 31, 2020: DNI Three months ended Nine months ended March 31, 2020 March 31, 2020 Revenue generated from transactions with DNI $ - $ - Expenses incurred related to transactions with DNI $ 295 $ 2,902 The Company received dividends of $ 0.7 million and $ 1.8 million from DNI during the three and nine months ended March 31, 2020, respectively. 40 22. Related party transactions Disgorgement proceeds from VCP In late September 2020, Value Capital Partners (Pty) Ltd (“VCP”), a significant shareholder, notified the Company that it would make payment to the Company related to the disgorgement of short-swing profits from the purchase of common stock by VCP pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended and the Company’s insider trading policy. The Company recognized these proceeds as a capital contribution from shareholders and recorded an increase of $ 0.1 million, net of taxes of $ 0.02 million, to additional paid-in capital in its unaudited condensed consolidated statement of changes in equity for the three months ended September 30, 2020. The gross proceeds of $ 0.12 million are recorded within cash flows from financing activities in the Company’s unaudited condensed consolidated statement of cash flow for the nine months ended March 31, 2021. The Company expects to pay the taxes due of $ 0.02 million in calendar 2021. 41