LESAKA TECHNOLOGIES INC 10-Q

Item 1. Financial Statements NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Balance Sheets September 30, June 30, 2021 2021 (A) (In thousands, except share data) ASSETS CURRENT ASSETS Cash and cash equivalents $ 188,495 $ 198,572 Restricted cash related to ATM funding and credit facilities (Note 8) 61,926 25,193 Accounts receivable, net and other receivables (Note 2) 27,643 26,583 Finance loans receivable, net (Note 2) 20,607 21,142 Inventory (Note 3) 19,613 22,361 Total current assets before settlement assets 318,284 293,851 Settlement assets 466 466 Total current assets 318,750 294,317 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - September: $ 36,163 June: $ 38,535 6,718 7,492 OPERATING LEASE RIGHT-OF-USE (Note 16) 3,890 4,519 EQUITY-ACCOUNTED INVESTMENTS (Note 5) 7,607 10,004 GOODWILL (Note 6) 27,619 29,153 INTANGIBLE ASSETS, NET (Note 6) 321 357 DEFERRED INCOME TAXES 934 622 OTHER LONG-TERM ASSETS, including reinsurance assets (Note 5 and 7) 77,916 81,866 TOTAL ASSETS 443,755 428,330 LIABILITIES CURRENT LIABILITIES Short-term credit facilities for ATM funding (Note 8) 51,568 14,245 Accounts payable 4,308 7,113 Other payables (Note 9) 28,180 27,588 Operating lease liability - current (Note 16) 2,674 2,822 Income taxes payable 539 256 Total current liabilities before settlement obligations 87,269 52,024 Settlement obligations 466 466 Total current liabilities 87,735 52,490 DEFERRED INCOME TAXES 10,404 10,415 OPERATING LEASE LIABILITY - LONG TERM (Note 16) 1,413 1,890 OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7) 2,477 2,576 TOTAL LIABILITIES 102,029 67,371 REDEEMABLE COMMON STOCK 84,979 84,979 EQUITY COMMON STOCK (Note 10) Authorized: 200,000,000 with $ 0.001 par value; Issued and outstanding shares, net of treasury - September: 56,996,214 June: 56,716,620 80 80 PREFERRED STOCK Authorized shares: 50,000,000 with $ 0.001 par value; Issued and outstanding shares, net of treasury: September: - June: - - - ADDITIONAL PAID-IN-CAPITAL 302,277 301,959 TREASURY SHARES, AT COST: September: 24,891,292 June: 24,891,292 ( 286,951 ) ( 286,951 ) ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 11) ( 152,278 ) ( 145,721 ) RETAINED EARNINGS 393,619 406,613 TOTAL NET1 EQUITY 256,747 275,980 NON-CONTROLLING INTEREST - - TOTAL EQUITY 256,747 275,980 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY $ 443,755 $ 428,330 (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 September 30, 2021 2020 (A) (In thousands, except per share data) REVENUE (Note 15) $ 34,504 $ 35,136 EXPENSE Cost of goods sold, IT processing, servicing and support 24,207 26,460 Selling, general and administration 20,627 18,528 Depreciation and amortization 895 923 OPERATING LOSS ( 11,225 ) ( 10,775 ) INTEREST INCOME 389 611 INTEREST EXPENSE 816 747 LOSS BEFORE INCOME TAX EXPENSE (BENEFIT) ( 11,652 ) ( 10,911 ) INCOME TAX EXPENSE (BENEFIT) (Note 18) 186 ( 1,090 ) NET LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS ( 11,838 ) ( 9,821 ) LOSS FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5) ( 1,156 ) ( 19,137 ) NET LOSS $ ( 12,994 ) $ ( 28,958 ) Net loss per share, in United States dollars (Note 13): Basic loss attributable to Net1 shareholders $ ( 0.23 ) $ ( 0.51 ) Diluted loss attributable to Net1 shareholders $ ( 0.23 ) $ ( 0.51 ) (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 September 30, 2021 2020 (In thousands) Net loss $ ( 12,994 ) $ ( 28,958 ) Other comprehensive (loss) income, net of taxes Movement in foreign currency translation reserve ( 5,913 ) 6,142 Movement in foreign currency translation reserve related to equity-accounted investments ( 644 ) 1,688 Total other comprehensive (loss) income, net of taxes ( 6,557 ) 7,830 Comprehensive loss ( 19,551 ) ( 21,128 ) Add comprehensive loss attributable to non-controlling interest - - Comprehensive loss attributable to Net1 $ ( 19,551 ) $ ( 21,128 ) 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 September 30, 2020 (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 Stock-based compensation charge (Note 12) - 682 682 682 Reversal of stock-based compensation charge (Note 12) ( 480,200 ) ( 480,200 ) ( 283 ) ( 283 ) ( 283 ) Stock-based compensation charge related to equity-accounted investment (Note 5) - ( 40 ) ( 40 ) ( 40 ) Proceeds from disgorgement of shareholders' short-swing profits - 98 98 98 Net loss - ( 28,958 ) ( 28,958 ) - ( 28,958 ) Other comprehensive income (Note 11) 7,830 7,830 - 7,830 Balance – September 30, 2020 81,530,017 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,638,725 $ 301,946 $ 415,712 $ ( 161,245 ) $ 269,542 $ - $ 269,542 $ 84,979 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 September 30, 2021 (dollar amounts in thousands) Balance – July 1, 2021 81,607,912 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,716,620 $ 301,959 $ 406,613 $ ( 145,721 ) $ 275,980 $ - $ 275,980 $ 84,979 Restricted stock granted (Note 12) 279,594 279,594 - - Stock-based compensation charge (Note 12) 344 344 344 Reversal of stock-based compensation charge (Note 12) - - ( 35 ) ( 35 ) ( 35 ) Stock-based compensation charge related to equity-accounted investment (Note 5) 9 9 9 Net loss ( 12,994 ) ( 12,994 ) - ( 12,994 ) Other comprehensive loss (Note 11) ( 6,557 ) ( 6,557 ) - ( 6,557 ) Balance – September 30, 2021 81,887,506 $ 80 ( 24,891,292 ) $ ( 286,951 ) 56,996,214 $ 302,277 $ 393,619 $ ( 152,278 ) $ 256,747 $ - $ 256,747 $ 84,979 6 NET 1 UEPS TECHNOLOGIES, INC Unaudited Condensed Consolidated Statements of Cash Flows Three months ended September 30, 2021 2020 (In thousands) Cash flows from operating activities Net loss $ ( 12,994 ) $ ( 28,958 ) Depreciation and amortization 895 923 Impairment loss 140 - Movement in allowance for doubtful accounts receivable 386 514 Loss from equity-accounted investments (Note 5) 1,156 19,137 Movement in allowance for doubtful loans to equity-accounted investments - 78 Fair value adjustment related to financial liabilities ( 90 ) 886 Interest payable 11 ( 63 ) Profit on disposal of property, plant and equipment ( 165 ) ( 10 ) Stock-based compensation charge (Note 12) 309 399 Dividends received from equity-accounted investments 137 57 Decrease (Increase) in accounts receivable and finance loans receivable 1,188 ( 8,115 ) Decrease in inventory 1,583 2,359 Decrease in accounts payable and other payables ( 431 ) ( 415 ) Increase (Decrease) in taxes payable 294 ( 14,917 ) Decrease in deferred taxes ( 367 ) ( 1,755 ) Net cash used in operating activities ( 7,948 ) ( 29,880 ) Cash flows from investing activities Capital expenditures ( 698 ) ( 275 ) Proceeds from disposal of property, plant and equipment 231 16 Proceeds from disposal of Net1 Korea - 20,114 Proceeds from disposal of DNI as equity-accounted investment - 329 Loan to equity-accounted investment - ( 78 ) Net change in settlement assets - 4,068 Net cash (used in) provided by investing activities ( 467 ) 24,174 Cash flows from financing activities Proceeds from bank overdraft (Note 8) 138,905 69,146 Repayment of bank overdraft (Note 8) ( 98,908 ) ( 76,850 ) Proceeds from disgorgement of shareholders' short-swing profits - 98 Net change in settlement obligations - ( 4,068 ) Net cash provided by (used in) financing activities 39,997 ( 11,674 ) Effect of exchange rate changes on cash ( 4,925 ) 806 Net increase (decrease) in cash, cash equivalents and restricted cash 26,657 ( 16,574 ) Cash, cash equivalents and restricted cash – beginning of period 223,765 232,485 Cash, cash equivalents and restricted cash – end of period (Note 14) $ 250,422 $ 215,911 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 months ended September 30, 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 months ended September 30, 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 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, 2021. 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 Company’s business has been, and continues to be, impacted by government restrictions and quarantines related to COVID-19. 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. South Africa is currently at adjusted Level 1, which has a limited impact on the Company’s businesses. 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. 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. July 2021 civil unrest in South Africa Two of South Africa’s nine provinces experienced significant civil unrest in July 2021 resulting in mass looting, loss of life, disruption of transport and supply routes, and widespread destruction of property. In total 337 South Africans lost their lives in the unrest - fortunately none of the Company’s employees were injured or harmed. There was widespread damage to bank and ATM infrastructure in the affected provinces. In total approximately 1,800 ATMs and 300 branches were damaged, and the Banking Association of South Africa (“BASA”), estimates that total damage to banking infrastructure amounted to ZAR 1.6 billion. The South African Special Risks Insurance Association (“SASRIA”), a public enterprise and a non-life insurance company that provides coverage for damage caused by special risks such as politically motivated malicious acts, riots, strikes, terrorism and public disorders, estimates that the total damage to property across South Africa will be in the order of between ZAR 19.0 and ZAR 20.0 billion. The Company suffered damage at 19 of its branches and to 173 ATMs. The disruption and related closure of branches also impacted the Company’s efforts to grow EPE customer numbers. The Company also saw an impact on transaction volumes through its ATMs with July 2021 volumes 13 % lower than June 2021, and August 2021 3 % lower than July 2021. The Company estimates that it will cost approximately ZAR 40.0 million to repair its branches and damaged ATMs and to replace ATMs that have been destroyed. The Company believes that these losses suffered through destruction of property will be fully covered under its various insurance policies, through the government backed SASRIA cover. As a result of the disruption to ATM coverage and availability, BASA and South Africa’s banks agreed that the fee which customers pay to utilize other bank’s ATMs would be waived for August and September 2021. The Company lost transaction fee revenue of approximately ZAR 6.0 . million ($ 0.4 million) during the three months ended September 30, 2021, as a result of this decision. 8 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 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 impacted the Company’s reported results and the Company has restated its unaudited condensed consolidated statement of operations and certain note presentation, primarily Note 15 (Revenue) and Note 17 (Operating segments) for the three months ended September 30, 2020. Refer Note 25 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding the impact of the restatement on the Company’s unaudited condensed consolidated statement of operations and certain note presentation. Recent accounting pronouncements adopted In August 2018, the Financial Accounting Standards Board (“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. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures. 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. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures. Recent accounting pronouncements not yet adopted as of September 30, 2021 In June 2016, the 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. 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. 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. 9 2. 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 September 30, 2021, and June 30, 2021 , are presented in the table below: September 30, June 30, 2021 2021 Accounts receivable, trade, net $ 8,037 $ 10,493 Accounts receivable, trade, gross 8,402 10,760 Allowance for doubtful accounts receivable, end of period 365 267 Beginning of period 267 253 Reversed to statement of operations - ( 182 ) Charged to statement of operations 120 232 Utilized ( 3 ) ( 59 ) Foreign currency adjustment ( 19 ) 23 Current portion of amount outstanding related to sale of interest in Bank Frick 11,390 7,500 Loans provided to Carbon - - Current portion of total held to maturity investments - - Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes - - Other receivables 8,216 8,590 Total accounts receivable, net and other receivables $ 27,643 $ 26,583 Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due by the purchaser related to the sale of Bank Frick. The Company received the first scheduled repayment of $ 7.5 million in October 2021 and the remaining amount of $ 3.9 million is due in July 2022. The loan provided to Carbon was scheduled to be repaid before June 30, 2020, however, Carbon requested a payment holiday as a result of the impact of the COVID-19 pandemic on its business. The parties had not agreed new repayment terms as of September 30, 2021. However, the Company acknowledges the unexpected and ongoing challenges facing Carbon and determined in June 2021 to create an allowance for doubtful loans receivable due to these circumstances and ongoing consolidated losses incurred by Carbon. Investment in 7.625 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625 % notes represents the investment in a note which matures in August 2022. The carrying value as of each of September 30, 2021 and June 30, 2021, respectively was $ 0 (nil). The note is included in other long-term assets as of June 30, 2021 (refer to Note 5). Other receivables include prepayments, deposits and other receivables. Contractual maturities of held to maturity investments Summarized below is the contractual maturity of the Company’s held to maturity investment as of September 30, 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). 10 2. Accounts receivable, net and other receivables and finance loans receivable, net (continued) Finance loans receivable, net The Company’s finance loans receivable, net, as of September 30, 2021, and June 30, 2021 , is presented in the table below: September 30, June 30, 2021 2021 Microlending finance loans receivable, net $ 20,607 $ 21,142 Microlending finance loans receivable, gross 22,897 23,491 Allowance for doubtful finance loans receivable, end of period 2,290 2,349 Beginning of period 2,349 1,858 Reversed to statement of operations - ( 1,004 ) Charged to statement of operations 370 2,060 Utilized ( 300 ) ( 967 ) Foreign currency adjustment ( 129 ) 402 Total accounts receivable, net $ 20,607 $ 21,142 3. Inventory The Company’s inventory comprised the following categories as of September 30, 2021, and June 30, 2021 : September 30, June 30, 2021 2020 Finished goods $ 19,613 $ 22,361 $ 19,613 $ 22,361 As of September 30, 2021 and June 30, 2021, respectively finished goods includes $ 15.4 million and $ 16.5 million of Cell C airtime inventory that was previously classified as finished goods subject to sale restrictions. In support of Cell C’s liquidity position, the Company has limited the resale of this airtime to its own distribution channels until such time as Cell C’s recapitalisation process is concluded. 4. 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. 11 4. Fair value of financial instruments (continued) 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. 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 September 30, 2021, and June 30, 2021, and valued Cell C at $ 0.0 (zero) at September 30, 2021, and June 30, 2021. 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 incorporates the payments under Cell C’s lease liabilities into the cash flow forecasts and assumes that Cell C’s deferred tax assets would be utilized over the forecast period. The Company utilized the latest revised business plan provided by Cell C management for the period ended December 31, 2025, for the September 30, 2021 valuation and the period ended December 31, 2025 for the June 30, 2021 valuation. 12 4. 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 September 30, 2021 and June 30, 2021: Weighted Average Cost of Capital ("WACC"): Between 18 % and 24 % over the period of the forecast Long term growth rate: 3 % ( 3 % as of June 30, 2021) Marketability discount: 10 % Minority discount: 15 % Net adjusted external debt - September 30, 2021: (1) ZAR 11.5 billion ($ 0.8 billion), no lease liabilities included Net adjusted external debt - June 30, 2021: (2) ZAR 11.2 billion ($ 0.8 billion), no lease liabilities included (1) translated from ZAR to U.S. dollars at exchange rates applicable as of September 30, 2021. (2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021. The following table presents the impact on the carrying value of the Company’s Cell C investment of a 4.2% increase and 3.2% decrease in the WACC rate and the EBITDA margins used in the Cell C valuation on September 30, 2021, all amounts translated at exchange rates applicable as of September 30, 2021: Sensitivity for fair value of Cell C investment 4.2% increase 3.2% decrease WACC rate $ - $ 543 EBITDA margin $ 30 $ - The fair value of the Cell C shares as of September 30, 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. Substantially 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 require fair value measurement under Level 1 or 3 of the fair value hierarchy. The Company had no outstanding foreign exchange contracts as of September 30, 2021. The Company’s outstanding foreign exchange contracts as of June 30,2021, were as follows: Notional amount ('000) Strike price Fair market Maturity EUR 5.7 USD 1.1911 USD 1.1859 July 02, 2021 13 4. Fair value of financial instruments (continued) The following table presents the Company’s assets measured at fair value on a recurring basis as of September 30, 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) 380 - - 380 Fixed maturity investments (included in cash and cash equivalents) 1,578 - - 1,578 Total assets at fair value $ 1,958 $ - $ - $ 1,958 The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 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 and cash equivalents (included in other long-term assets) 381 - - 381 Fixed maturity investments (included in cash and cash equivalents) 3,158 - - 3,158 Total assets at fair value $ 3,539 $ - $ - $ 3,539 There have been no transfers in or out of Level 3 during the three months ended September 30, 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 months ended September 30, 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 three months ended September 30, 2021: Carrying value Assets Balance as of June 30, 2021 $ - Foreign currency adjustment (1) - Balance as of September 30, 2021 $ - (1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR, and the U.S. dollar on the carrying value. 14 4. Fair value of financial instruments (continued) 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 three months ended September 30, 2020: Carrying value Assets Balance as at June 30, 2020 $ - Foreign currency adjustment (1) - Balance as of September 30, 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 5 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. 5. Equity-accounted investments and other long-term assets Refer to Note 8 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, 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 September 30, 2021, and June 30, 2021, was as follows: September 30, June 30, 2021 2021 Finbond Group Limited (“Finbond”) 31.5 % 31.5 % Carbon Tech Limited (“Carbon”) 25.0 % 25.0 % SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) 50.0 % 50.0 % 15 5. Equity-accounted investments and other long-term assets (continued) Equity-accounted investments (continued) Finbond As of September 30, 2021, the Company owned 268,820,933 shares in Finbond representing approximately 31.5 % of its issued and outstanding ordinary shares. Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on September 30, 2021, the last trading day of the month, was ZAR 1.40 per share. The market value, using the September 30, 2021, closing price, of the Company’s holding in Finbond on September 30, 2021, was ZAR 376.3 million ($ 24.9 million translated at exchange rates applicable as of September 30, 2021). Impairment of investment in Finbond during the three months ended September 2020 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 ZAR 1.04 . Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the three months ended September 30, 2021: Finbond Other (1) Total Investment in equity Balance as of June 30, 2021 $ 9,822 $ 182 $ 10,004 Stock-based compensation 9 - 9 Comprehensive loss: ( 1,800 ) - ( 1,800 ) Other comprehensive loss ( 644 ) - ( 644 ) Equity accounted loss ( 1,156 ) - ( 1,156 ) Share of net loss ( 1,156 ) - ( 1,156 ) Dividends received - ( 137 ) ( 137 ) Foreign currency adjustment (2) ( 464 ) ( 5 ) ( 469 ) Balance as of September 30, 2021 $ 7,567 $ 40 $ 7,607 Equity Loans Total Carrying amount as of : June 30, 2021 $ 10,004 $ - $ 10,004 September 30, 2021 $ 7,607 $ - $ 7,607 (1) Includes Carbon and SmartSwitch Namibia. (2) The foreign currency adjustment represents the effects of the fluctuations of the ZAR, Nigerian naira and Namibian dollar, against the U.S. dollar on the carrying value. 16 5. Equity-accounted investments and other long-term assets (continued) Other long-term assets Summarized below is the breakdown of other long-term assets as of September 30, 2021, and June 30, 2021: September 30, June 30, 2021 2021 Total equity investments $ 76,297 $ 76,297 Investment in 15 % of Cell C, at fair value (Note 4) - - Investment in 12 % of MobiKwik 76,297 76,297 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 (2) - - Long-term portion of amount due related to sale of interest in Bank Frick (3) - 3,890 Policy holder assets under investment contracts (Note 7) 380 381 Reinsurance assets under insurance contracts (Note 7) 1,239 1,298 Total other long-term assets $ 77,916 $ 81,866 (1) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation. (2) The note is included in accounts receivable, net and other receivables as of September 30, 2021 (refer to Note 2). (3) Long-term portion of amount due related to sale of interest in Bank Frick as of June 30, 2021, represents the amount due by the purchaser in July 2022 and is included in accounts receivable, net, and other receivables as of September 30, 2021 (refer to Note 2). MobiKwik The Company did not identify any observable price changes in orderly transactions for similar or identical equity securities issued by MobiKwik during the three months ended September 30, 2021. In October 2021, the Company converted its 310,781 shares of compulsorily convertible cumulative preferences shares to 6,215,620 equity shares in anticipation of MobiKwik’s initial public offering. The Company’s investment percentage remained unchanged following the conversion. Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of September 30, 2021: Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in MobiKwik $ 26,993 $ 49,304 $ - $ 76,297 Investment in CPS - - - - Held to maturity: Investment in Cedar Cellular notes (Note 2) - - - - Total $ 26,993 $ 49,304 $ - $ 76,297 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, 2021: Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in MobiKwik $ 26,993 $ 49,304 $ - $ 76,297 Investment in CPS - - - - Held to maturity: Investment in Cedar Cellular notes - - - - Total $ 26,993 $ 49,304 $ - $ 76,297 17 6. Goodwill and intangible assets, net Goodwill Summarized below is the movement in the carrying value of goodwill for the three months ended September 30, 2021: Gross value Accumulated impairment Carrying value Balance as of June 30, 2021 $ 42,949 $ ( 13,796 ) $ 29,153 Foreign currency adjustment (1) ( 1,965 ) 431 ( 1,534 ) Balance as of September 30, 2021 $ 40,984 $ ( 13,365 ) $ 27,619 (1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value. Goodwill has been allocated to the Company’s reportable segments as follows: Processing Financial services Technology Carrying value Balance as of June 30, 2021 $ 11,967 $ - $ 17,186 $ 29,153 Foreign currency adjustment (1) ( 609 ) - ( 925 ) ( 1,534 ) Balance as of September 30, 2021 $ 11,358 $ - $ 16,261 $ 27,619 (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 September 30, 2021, and June 30, 2021: As of September 30, 2021 As of June 30, 2021 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value Finite-lived intangible assets: Customer relationships $ 9,782 $ ( 9,782 ) $ - $ 10,340 $ ( 10,340 ) $ - Software and unpatented technology 1,633 ( 1,633 ) - 1,726 ( 1,726 ) - FTS patent 2,535 ( 2,535 ) - 2,679 ( 2,679 ) - Trademarks 1,907 ( 1,586 ) 321 2,015 ( 1,658 ) 357 Total finite-lived intangible assets $ 15,857 $ ( 15,536 ) $ 321 $ 16,760 $ ( 16,403 ) $ 357 18 6. 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 September 30, 2021 and 2020, was approximately $ 0.1 million, respectively. Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on September 30, 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 2022 $ 68 Fiscal 2023 68 Fiscal 2024 67 Fiscal 2025 67 Fiscal 2026 67 Total future estimated annual amortization expense $ 337 7. 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 three months ended September 30, 2021: Reinsurance Assets (1) Insurance contracts (2) Balance as of June 30, 2021 $ 1,298 $ ( 2,011 ) Increase in policy holder benefits under insurance contracts 1,016 3,608 Claims and decrease in policyholders’ benefits under insurance contracts ( 1,005 ) ( 3,627 ) Foreign currency adjustment (3) ( 70 ) 108 Balance as of September 30, 2021 $ 1,239 $ ( 1,922 ) (1) Included in other long-term assets (refer to Note 5); (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 three months ended September 30, 2021: Assets (1) Investment contracts (2) Balance as of June 30, 2021 $ 381 $ ( 381 ) Increase in policy holder benefits under investment contracts 132 ( 132 ) Claims and decrease in policyholders’ benefits under investment contracts ( 112 ) 112 Foreign currency adjustment (3) ( 21 ) 21 Balance as of September 30, 2021 $ 380 $ ( 380 ) (1) Included in other long-term assets (refer to Note 5); (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. 19 8. Borrowings Refer to Note 11 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its borrowings. South Africa July 2017 Facilities, as amended, comprising long-term borrowings (all repaid) and a short-term facility (Facility E) Available short-term facility - Facility E On August 2, 2021, Net1 SA and RMB entered into a Letter of Amendment to increase Facility E from ZAR 1.2 billion to ZAR 1.4 billion ($ 92.6 million, translated at exchange rates applicable as of September 30, 2021). As at September 30, 2021, the Company had utilized approximately ZAR 0.8 billion ($ 51.6 million) of this overdraft facility. This overdraft facility may only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs is considered restricted cash. The prime rate on September 30, 2021, was 7.0 %. Nedbank facility, comprising short-term facilities As of September 30, 2021, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 406.6 million ($ 26.9 million). The credit facility comprises an overdraft facility of up to ZAR 250.0 million ($ 16.5 million), which may only be used to fund mobile ATMs and indirect and derivative facilities of up to ZAR 156.6 million ($ 10.4 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 156.6 million ($ 10.4 million translated at exchange rates applicable as of September 30, 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 September 30, 2021. As of September 30, 2021, the interest rate on the overdraft facility was 5.9 %. As of September 30, 2021 and June 30, 2021, the Company had utilized approximately ZAR 156.6 million ($ 10.4 million) and ZAR 156.6 million ($ 10.9 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2021: ZAR 156.6 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 19). Movement in short-term credit facilities Summarized below are the Company’s short-term facilities as of September 30, 2021, and the movement in the Company’s short-term facilities from as of June 30, 2021 to as of September 30, 2021, as well as the respective interest rates applied to the borrowings as of September 30, 2021: South Africa Total RMB Nedbank Short-term facilities available as of September 30, 2021 $ 92,623 $ 26,898 $ 119,521 Overdraft restricted as to use for ATM funding only 92,623 16,540 109,163 Indirect and derivative facilities - 10,358 10,358 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, 2021 14,245 - 14,245 Utilized 137,558 1,347 138,905 Repaid ( 97,586 ) ( 1,322 ) ( 98,908 ) Foreign currency adjustment (1) ( 2,649 ) ( 25 ) ( 2,674 ) Balance as of September 30, 2021 51,568 - 51,568 Restricted as to use for ATM funding only 51,568 - 51,568 Movement in utilized indirect and derivative facilities: Balance as of June 30, 2021 (2) - 10,947 10,947 Utilized - 4,311 4,311 Foreign currency adjustment (1) - ( 4,900 ) ( 4,900 ) Balance as of September 30, 2021 (2) $ - $ 10,358 $ 10,358 (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. 20 9. Other payables Summarized below is the breakdown of other payables as of September 30, 2021, and June 30, 2021: September 30, June 30, 2021 2021 Accruals $ 7,813 $ 7,501 Provisions 6,444 5,343 Other 12,169 13,288 Value-added tax payable 421 435 Payroll-related payables 1,206 884 Participating merchants' settlement obligation 127 137 $ 28,180 $ 27,588 Other includes transactions-switching funds payable, deferred income, client deposits and other payables. 10. 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 as of September 30, 2021 and 2020, respectively: September 30, September 30, 2021 2020 Number of shares, net of treasury: Statement of changes in equity 56,996,214 56,638,725 Non-vested equity shares that have not vested as of end of period 664,154 324,000 Number of shares, net of treasury, excluding non-vested equity shares that have not vested 56,332,060 56,314,725 11. Accumulated other comprehensive loss The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended September 30, 2021: Three months ended September 30, 2021 Accumulated foreign currency translation reserve Total Balance as of July 1, 2021 $ ( 145,721 ) $ ( 145,721 ) Movement in foreign currency translation reserve related to equity-accounted investment ( 644 ) ( 644 ) Movement in foreign currency translation reserve ( 5,913 ) ( 5,913 ) Balance as of September 30, 2021 $ ( 152,278 ) $ ( 152,278 ) 21 11. Accumulated other comprehensive loss (continued) The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended September 30, 2020: Three months ended September 30, 2020 Accumulated foreign currency translation reserve Total Balance as of July 1, 2020 $ ( 169,075 ) $ ( 169,075 ) Movement in foreign currency translation reserve related to equity-accounted investment 1,688 1,688 Movement in foreign currency translation reserve 6,142 6,142 Balance as of September 30, 2020 $ ( 161,245 ) $ ( 161,245 ) There were no reclassifications from accumulated other comprehensive loss to net (loss) income during the three months ended September 30, 2021 and 2020. 22 12. 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 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021. Stock option and restricted stock activity Options The following table summarizes stock option activity for the three months ended September 30, 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, 2021 1,294,832 3.93 7.68 1,624 1.45 Forfeited ( 85,000 ) 3.48 - - 1.34 Outstanding - September 30, 2021 1,209,832 3.96 7.63 1,445 1.46 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 Forfeited ( 250,034 ) 8.79 - - 2.71 Outstanding - September 30, 2020 1,231,617 4.97 7.56 163 1.76 No stock options were awarded during the three months ended September 30, 2021. 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. Employees forfeited 85,000 stock options during the three months ended September 30, 2021. During the three months ended September 30, 2020, 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. 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 three months ended September 30, 2020: Three months ended September 30, 2020 Expected volatility 62 % Expected life (in years) 2 Risk-free rate 0.11 % 23 12. 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 September 30, 2021: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - September 30, 2021 1,209,832 3.96 7.63 1,445 These options have an exercise price range of $ 3.01 to $ 11.23 . The following table presents stock options that are exercisable as of September 30, 2021: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - September 30, 2021 401,677 5.18 6.42 199 During the three months ended September 30, 2021 and 2020, respectively, 231,333 and , 156333 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 three months ended September 30, 2021 and 2020: Number of shares of restricted stock Weighted average grant date fair value ($’000) Non-vested – June 30, 2021 384,560 1,123 Granted – July 2021 234,608 963 Granted – August 2021 44,986 192 Non-vested – September 30, 2021 664,154 2,610 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 ( 480,200 ) ( 1,618 ) Non-vested – September 30, 2020 324,000 1,102 24 12. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded 117,304 shares of restricted stock on July 1, 2021, which were subject to time-based vesting and vest in full on June 30, 2024, subject to Mr. Meyer’s continued service to the Company through June 30, 2024. In addition, under the terms of Mr. Meyer’s engagement, the Company’s Remuneration Committee also awarded Mr. Meyer 117,304 shares of restricted stock which include performance conditions and which only vest on June 30, 2024 if the performance conditions are met and Mr. Meyer remains employed with the Company through June 30, 2024. Vesting of half of these awards, or 58,652 shares of restricted stock, is subject to the Company achieving its three-year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price growth targets, and only vest if the Company’s share price is $ 8.14 or higher on June 30, 2024. In August 2021, the Company awarded 44,986 shares of restricted stock to an employee which have time-based vesting conditions. No shares of restricted stock vested during the three months ended September 30, 2021. During the three months ended September 30, 2020, 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 , 66800 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 480,200 shares of restricted stock that were forfeited during the three months ended September 30, 2020, included 375,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company. Stock-based compensation charge and unrecognized compensation cost The Company recorded a stock-based compensation charge, net during the three months ended September 30, 2021 and 2020, of $ 0.3 million and $0.4 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 September 30, 2021 Stock-based compensation charge $ 344 $ - $ 344 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 35 ) - ( 35 ) Total - three months ended September 30, 2021 $ 309 $ - $ 309 Three months ended September 30, 2020 Stock-based compensation charge $ 682 $ - $ 682 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 283 ) - ( 283 ) Total - three months ended September 30, 2020 $ 399 $ - $ 399 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 September 30, 2021, the total unrecognized compensation cost related to stock options was approximately $ 0.6 million, which the Company expects to recognize over approximately two years . As of September 30, 2021, the total unrecognized compensation cost related to restricted stock awards was approximately $ 2.2 million, which the Company expects to recognize over approximately three years . As of September 30, 2021, and June 30, 2021, respectively, the Company recorded a deferred tax asset of approximately $ 0.4 million and $ 0.1 million, related to the stock-based compensation charge recognized related to employees of Net1. As of September 30, 2021, and June 30, 2021, respectively, the Company recorded a valuation allowance of approximately $ 0.4 million and $ 0.1 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. 25 13. (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 September 30, 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 13 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021. 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 September 30, 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 May 2018, September 2018, February 2020, May 2021, July 2021 and August 2021 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 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021. 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 September 30, 2021 2020 (in thousands except percent and per share data) Numerator: Net loss attributable to Net1 $ ( 12,994 ) $ ( 28,958 ) Undistributed (loss) earnings $ ( 12,994 ) $ ( 28,958 ) Percent allocated to common shareholders (Calculation 1) 99 98 Numerator for (loss) earnings per share: basic and diluted ( 12,915 ) ( 28,443 ) Continuing ( 12,915 ) ( 28,443 ) Denominator Denominator for basic (loss) earnings per share: weighted-average common shares outstanding 56,332 56,104 Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion 56,463 56,104 (Loss) Earnings per share: Basic $ ( 0.23 ) $ ( 0.51 ) Diluted $ ( 0.23 ) $ ( 0.51 ) (Calculation 1) Basic weighted-average common shares outstanding (A) 56,332 56,104 Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 56,678 57,119 Percent allocated to common shareholders (A) / (B) 99 98 26 13. (Loss) Earnings per share (continued) Options to purchase 270,832 shares of the Company’s common stock at prices ranging from $ 6.20 to $ 11.23 per share were outstanding during the three months ended September 30, 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 1,231,617 shares of the Company’s common stock at prices ranging from $ 3.07 to $ 11.23 per share were outstanding during the three months ended September 30, 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 September 30, 2021. 14. Supplemental cash flow information The following table presents supplemental cash flow disclosures for the three months ended September 30, 2021 and 2020: Three months ended September 30, 2021 2020 Cash received from interest $ 382 $ 495 Cash paid for interest $ 804 $ 908 Cash paid for income taxes $ 11 $ 15,406 Leases The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2021 and 2020: Three months ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 925 $ 872 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 504 $ 90 27 15. 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 September 30, 2021: Processing Financial services Technology Total Processing fees $ 15,630 $ 464 $ - $ 16,094 South Africa 15,203 464 - 15,667 Rest of world 427 - - 427 Technology products 604 132 4,349 5,085 Telecom products and services 2,277 - - 2,277 Lending revenue - 5,376 - 5,376 Insurance revenue - 2,193 - 2,193 Account holder fees - 1,443 - 1,443 Other 1,645 78 313 2,036 Total revenue, derived from the following geographic locations 20,156 9,686 4,662 34,504 South Africa 19,729 9,686 4,662 34,077 Rest of world $ 427 $ - $ - $ 427 The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended September 30, 2020: Processing Financial services Technology Total (as restated) (as restated) (1) Processing fees $ 16,330 $ 599 $ - $ 16,929 South Africa (1) 14,774 599 - 15,373 Rest of world 1,556 - - 1,556 Technology products 460 - 6,074 6,534 Telecom products and services 4,422 - - 4,422 Lending revenue - 4,200 - 4,200 Insurance revenue - 1,457 - 1,457 Account holder fees - 1,183 - 1,183 Other 306 81 24 411 Total revenue, derived from the following geographic locations 21,518 7,520 6,098 35,136 South Africa 19,962 7,520 6,098 33,580 Rest of world $ 1,556 $ - $ - $ 1,556 (1) Processing fees South Africa and Total column has been restated for the error described in Note 1. 16. 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 each of the three months ended September 30, 2021 and 2020 was $ 0.9 million, respectively. The Company does not have any significant leases that have not commenced as of September 30, 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 September 30, 2021 and 2020 , was $ 1.3 million and $ 1.1 million, respectively. 28 16. 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 September 30, 2021 and June 30, 2021 : September 30, June 30, 2021 2021 Right of use assets obtained in exchange for lease obligations: Weighted average remaining lease term (years) 3.11 3.94 Weighted average discount rate (percent) 6.3 9.3 The maturities of the Company’s operating lease liabilities as of September 30, 2021, are presented below: September 30, 2021 Maturities of operating lease liabilities 2022 (for September 30, 2021 excluding three months to September 30, 2021) $ 2,915.00 2023 907.00 2024 603.00 2025 47.00 2026 - Thereafter - Total undiscounted operating lease liabilities 4,472 Less imputed interest 385 Total operating lease liabilities, included in 4,087 Operating lease liability - current 2,674 Operating lease liability - long-term $ 1,413 17. 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. 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 for fiscal 2021 as IPG’s activities were ceased in fiscal 2021. 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. 29 17. Operating segments (continued) Operating segments (continued) The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended September 30, 2021 and 2020, is as follows: Revenue (as restated) (1) Reportable Segment Inter-segment From external customers Processing $ 21,356 $ 1,200 $ 20,156 Financial services 10,626 940 9,686 Technology 4,824 162 4,662 Total for the three months ended September 30, 2021 $ 36,806 $ 2,302 $ 34,504 Processing (1) $ 22,506 $ 988 $ 21,518 Financial services 8,265 745 7,520 Technology 6,211 113 6,098 Total for the three months ended September 30, 2020 $ 36,982 $ 1,846 $ 35,136 (1) Processing for the three months ended September 30, 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. The reconciliation of the reportable segments measures of profit or loss to loss before income tax expense (benefit) for the three months ended September 30, 2021 and 2020, is as follows: Three months ended September 30, 2021 2020 Reportable segments measure of profit or loss $ ( 9,526 ) $ ( 7,898 ) Operating loss: Corporate/Eliminations ( 1,699 ) ( 2,877 ) Interest income 389 611 Interest expense ( 816 ) ( 747 ) Loss before income tax expense (benefit) $ ( 11,652 ) $ ( 10,911 ) 30 17. Operating segments (continued) The following tables summarize segment information that is prepared in accordance with GAAP for the three months ended September 30, 2021 and 2020: Three months ended September 30, 2021 2020 (as restated) (1) Revenues Processing $ 21,356 $ 22,506 All others 21,356 21,297 IPG - 1,209 Financial services 10,626 8,265 Technology 4,824 6,211 Total 36,806 36,982 Operating (loss) income Processing ( 7,131 ) ( 7,301 ) All others ( 7,131 ) ( 4,529 ) IPG - ( 2,772 ) Financial services ( 2,998 ) ( 2,372 ) Technology 603 1,775 Subtotal: Operating segments ( 9,526 ) ( 7,898 ) Corporate/Eliminations ( 1,699 ) ( 2,877 ) Total ( 11,225 ) ( 10,775 ) Depreciation and amortization Processing 594 704 Financial services 90 136 Technology 193 2 Subtotal: Operating segments 877 842 Corporate/Eliminations 18 81 Total 895 923 Expenditures for long-lived assets Processing 514 246 Financial services 56 28 Technology 128 1 Subtotal: Operating segments 698 275 Corporate/Eliminations - - Total $ 698 $ 275 (1) Revenues-Processing-All others for the three months ended September 30, 2020 have been restated for the error described in Note 1. 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. 18. 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 September 30, 2021, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by 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. 31 18. Income tax (continued) Income tax in interim periods (continued) For the three months ended September 30, 2020, the Company’s effective tax rate was impacted by the reversal of the deferred tax liability related to one of the Company’s equity-accounted investments following its impairment, which was partially offset by 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 Uncertain tax positions The Company had no significant uncertain tax positions during the three months ended September 30, 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 September 30, 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, 2017. 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. 19. 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 ($ 10.4 million, translated at exchange rates applicable as of September 30, 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. The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of September 30, 2021. The maximum potential amount that the Company could pay under these guarantees is ZAR 156.6 million ($ 10.4 million, translated at exchange rates applicable as of September 30, 2021). As discussed in Note 8, the Company has ceded and pledged certain bank accounts to Nedbank as security for these guarantees with an aggregate value of ZAR 156.6 million ($ 10.4 million translated at exchange rates applicable as of September 30, 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 8. Contingencies The Company is subject to a variety of 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. 20. Subsequent events Agreement to acquire a controlling interest in the Connect Group On October 31, 2021, the Company entered into a Sale of Shares Agreement (the “Sale Agreement”) with the Sellers (as defined in the Sale Agreement), Cash Connect Management Solutions Proprietary Limited (“CCMS”), Ovobix (RF) Proprietary Limited (“Ovobix”), Luxiano 227 Proprietary Limited (“Luxiano”) and K2021477132 (South Africa) Proprietary Limited (“K2021” and together with CCMS, Ovobix and Luxiano, the “Target Companies”). Pursuant to the Sale Agreement, and subject to its terms and conditions, the Company’s wholly-owned subsidiary, Net1 SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in the Target Companies. The Company has guaranteed the performance of Net1 SA’s obligations under the Sale Agreement. 32 20. Subsequent events (continued) Subject to the terms and conditions set forth in the Sale Agreement, at the closing of the transaction, the Sellers shall receive consideration of ZAR 3,683,559,419 , after deducting an aggregate amount of ZAR 175,860,000 representing awards to certain members of management, subject to certain adjustments. The ZAR 3,683,559,419 includes 3,065,883 shares of common stock to be issued in three tranches on each of the first, second and third anniversaries of the closing. The Sale Agreement also includes a purchase price escalator that is intended to reflect an assumed increase in Enterprise Value (as defined in the Sale Agreement) from March 1, 2021, through closing at the rate of 3.05 % per annum. The Sale Agreement includes customary covenants from the Sellers, including (i) to conduct the business in the ordinary course during the period between the execution of the Sale Agreement and the closing of the transactions contemplated thereby, and (ii) not to engage in certain kinds of transactions during such period. The closing of the transaction is subject to customary closing conditions, including (i) approval from the competition authorities of South Africa, Namibia and Botswana, (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank, and (iii) obtaining certain third-party consents. In addition, the closing of the transaction is subject to entry into definitive agreements by Net1 SA for an aggregate of ZAR 2.35 billion in debt financing to be provided by Rand Merchant Bank and satisfying the conditions precedent for funding thereunder. The Company signed non-binding term sheets for a ZAR 2.35 billion ($ 154.4 million) debt package with Rand Merchant Bank. These include a credit enhancement mechanism of ZAR 350 million ($ 23.0 million), which will be provided by investment funds managed by the Company’s largest shareholder, Value Capital Partners (Pty) Ltd, on commercially agreed terms, which include a contingent subscription for new shares. If certain conditions related to Net1 SA’s debt financing are not satisfied by their respective due dates for fulfilment for any reason, Net1 SA agreed to pay to the Sellers an amount of ZAR 50,000,000 . If certain undertakings by the Sellers are not completed by their respective due dates for fulfilment for any reason and the Sale Agreement is terminated, the Seller responsible for such failure will pay to Net1 SA an amount of ZAR 50,000,000 . The Sale Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing of the transactions contemplated thereby. On October 29, 2021, the USD/ZAR exchange rate was $1.00 / ZAR 15.22 . 33