What changed in this filing

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Item 1. Financial Statements

2022-11-08 compared with 2022-05-10 · 416 added, 647 removed, 567 unchanged (65% of the section changed)

Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

September 30,

(In thousands, except share data)

8 unchanged sentences

Total current assets

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March:

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - September:

$ 32,987 June:

7 unchanged sentences

Short-term credit facilities for ATM funding (Note 8)

Short-term credit facilities (Note 8)

Accounts payable

1 unchanged sentence

Operating lease liability - current (Note 16)

Current portion of long-term borrowings (Note 8)

Income taxes payable

4 unchanged sentences

OPERATING LEASE LIABILITY - LONG TERM (Note 16)

LONG-TERM BORROWINGS (Note 8)

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)

3 unchanged sentences

200,000,000 with $ 0.001 par value;

Issued and outstanding shares, net of treasury - March:

Issued and outstanding shares, net of treasury - September:

62,522,384 June:

8 unchanged sentences

RETAINED EARNINGS

TOTAL NET1 EQUITY

TOTAL LESAKA EQUITY

NON-CONTROLLING INTEREST

2 unchanged sentences

See Notes to Unaudited Condensed Consolidated Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

Three months ended

Nine months ended

(In thousands, except per share data)

September 30,

(In thousands, except per share data)

3 unchanged sentences

Depreciation and amortization

Reorganization costs (Note 1)

Transaction costs related to Connect Group acquisition

Transaction costs related to Connect acquisition (1)

OPERATING LOSS

CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 4 and 5)

GAIN RELATED TO FAIR VALUE ADJUSTMENT TO CURRENCY OPTIONS (Note 4)

LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 5)

GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 5)

LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT - BANK FRICK (Note 5)

NET GAIN ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENTS (Note 5)

INTEREST INCOME

2 unchanged sentences

INCOME TAX EXPENSE (Note 18)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)

NET LOSS ATTRIBUTABLE TO NET1

NET LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS

LOSS FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)

Net loss per share, in United States dollars (Note 13):

Basic loss attributable to Net1 shareholders

Diluted loss attributable to Net1 shareholders

Basic loss attributable to Lesaka shareholders

Diluted loss attributable to Lesaka shareholders

(1) $ 185,000 of transaction costs previously included in the caption selling, general and administration and has been reclassified to the caption transaction costs related to Connect acquisition in order to conform with the Company's presentation for the year ended June 30, 2022

See Notes to Unaudited Condensed Consolidated Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

Three months ended

Nine months ended

(In thousands)

September 30,

(In thousands)

Other comprehensive income (loss), net of taxes

Other comprehensive (loss) income, net of taxes

Movement in foreign currency translation reserve

Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 11)

Movement in foreign currency translation reserve related to equity-accounted investments

Release of foreign currency translation reserve related to disposal of Bank Frick (Note 11)

Release of foreign currency translation reserve related to disposal of Finbond equity securities

Total other comprehensive (loss) income, net of taxes

Comprehensive income (loss)

Comprehensive income (loss) attributable to Net1

Comprehensive loss

Add comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to Lesaka

See Notes to Unaudited Condensed Consolidated Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Net 1 UEPS Technologies, Inc.

Lesaka Technologies, Inc.

Number of Shares

5 unchanged sentences

Accumulated other comprehensive loss

Total Net1 Equity

Total Lesaka Equity

Non-controlling Interest

Redeemable common stock

For the three months ended March 31, 2021 (dollar amounts in thousands)

Balance – January 1, 2021

( 24,891,292 )

Exercise of stock options

Stock-based compensation charge (Note 12)

Reversal of stock-based compensation charge (Note 12)

Other comprehensive loss (Note 11)

Balance – March 31, 2021

( 24,891,292 )

For the nine months ended March 31, 2021 (dollar amounts in thousands)

For the three months ended September 30, 2021 (dollar amounts in thousands)

Balance – July 1, 2021

( 24,891,292 )

Exercise of stock options

Restricted stock granted (Note 12)

Stock-based compensation charge (Note 12)

Reversal of stock-based compensation charge (Note 12)

Stock-based compensation charge related to equity-accounted investment

Proceeds from disgorgement of shareholders' short-swing profits

Other comprehensive income (Note 11)

Balance – March 31, 2021

Stock-based compensation charge related to equity-accounted investment (Note 5)

Other comprehensive loss (Note 11)

Balance – September 30, 2021

( 24,891,292 )

See Notes to Unaudited Condensed Consolidated Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Net 1 UEPS Technologies, Inc.

Lesaka Technologies, Inc.

Number of Shares

5 unchanged sentences

Accumulated other comprehensive loss

Total Net1 Equity

Total Lesaka Equity

Non-controlling Interest

Redeemable common stock

For the three months ended March 31, 2022 (dollar amounts in thousands)

Balance – January 1, 2022

( 24,891,292 )

Restricted stock granted (Note 12)

Exercise of stock option (Note 12)

Stock-based compensation charge (Note 12)

Reversal of stock-based compensation charge (Note 12)

Stock-based compensation charge related to equity-accounted investment (Note 5)

Other comprehensive income (Note 11)

Balance – March 31, 2022

( 24,891,292 )

For the nine months ended March 31, 2022 (dollar amounts in thousands)

For the three months ended September 30, 2022 (dollar amounts in thousands)

Balance – July 1, 2022

( 24,891,292 )

Restricted stock granted

Shares repurchased (Note 12)

Restricted stock granted (Note 12)

Exercise of stock option (Note 12)

Stock-based compensation charge (Note 12)

Reversal of stock-based compensation charge (Note 12)

Stock-based compensation charge related to equity-accounted investment (Note 5)

Other comprehensive income (Note 11)

Balance – March 31, 2022

Other comprehensive loss (Note 11)

Balance – September 30, 2022

( 24,926,752 )

See Notes to Unaudited Condensed Consolidated Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

Nine months ended

(In thousands)

September 30,

(In thousands)

1 unchanged sentence

Depreciation and amortization

Impairment loss

Movement in allowance for doubtful accounts receivable

Interest payable

(Gain) Loss related to fair value adjustment to currency options (Note 4)

Loss from equity-accounted investments (Note 5)

Fair value adjustment related to financial liabilities

Gain on disposal of equity securities (Note 5)

Loss on disposal of equity-accounted investments (Note 5)

Loss on disposal of equity-accounted investment - Bank Frick

(Earnings) Loss from equity-accounted investments

Movement in allowance for doubtful loans to equity-accounted investments

Change in fair value of equity securities (Note 4 and 5)

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

Interest payable

Facility fee amortized

Net gain on disposal of equity-accounted investments (Note 5)

Profit on disposal of property, plant and equipment (1)

Stock-based compensation charge (Note 12)

2 unchanged sentences

(Increase) Decrease in inventory

(Decrease) Increase in accounts payable and other payables

Increase (Decrease) in taxes payable

(Decrease) Increase in deferred taxes

Increase (Decrease) in accounts payable and other payables

Increase in taxes payable

Decrease in deferred taxes

Net cash used in operating activities

2 unchanged sentences

Proceeds from disposal of property, plant and equipment

Proceeds from disposal of equity securities (Note 5)

Proceeds from disposal of equity-accounted investment (Note 5)

Proceeds from disposal of equity-accounted investment - Bank Frick, net of expenses

Proceeds from disposal of Net1 Korea, net of cash disposed

Proceeds from disposal of DNI as equity-accounted investment

Loan to equity-accounted investment (Note 5)

Proceeds from disposal of equity-accounted investments (Note 5)

Loan to equity-accounted investment

Repayment of loans by equity-accounted investments

Net change in settlement assets

Net cash provided by investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from exercise of stock options

Proceeds from bank overdraft (Note 8)

Repayment of bank overdraft (Note 8)

Proceeds from disgorgement of shareholders' short-swing profits

Long-term borrowings utilized (Note 8)

Repayment of long-term borrowings (Note 8)

Acquisition of treasury stock (Note 12)

Proceeds from exercise of stock options

Net change in settlement obligations

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash, cash equivalents and restricted cash

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of period

Cash, cash equivalents and restricted cash – end of period (Note 14)

(1) Impairment losses of $ 140,000 previously reported in a separate caption during the three months ended September 30, 2021, have been included in the caption profit on disposal of property, plant and equipment for the three months ended September 30, 2021

See Notes to Unaudited Condensed Consolidated Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

LESAKA TECHNOLOGIES, INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and nine months ended March 31, 2022 and 2021

for the three months ended September 30, 2022 and 2021

(All amounts in tables stated in thousands or thousands of U.S.

4 unchanged sentences

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, 2022 and 2021, are not necessarily indicative of the results for the full year.

The results of operations for the three months ended September 30, 2022 and 2021, 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.

1 unchanged sentence

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 operated at adjusted Level 1 during its most recent fiscal quarter, which had a limited impact on the Company’s businesses, and which ceased to be in operation on April 4, 2022.

South Africa is subject to limited COVID-19 restrictions following the lifting of the National State of Disaster in South Africa on April 5, 2022.

These restrictions are expected to have a limited impact on the Company’s business.

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 billion 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’s insurance claims to recover the cost of approximately ZAR 40.0 million to repair and replace its branches and ATMs have been met in full.

The Company received ZAR 12.6 million and ZAR 38.6 million from SASRIA during the three and nine months ended March 31, 2022, respectively.

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 banks’ 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 nine months ended March 31, 2022, as a result of this decision.

Basis of Presentation and Summary of Significant Accounting Policies (continued)

Reorganization charge - financial services restructuring

The Company has incurred significant losses since its contract to distribute social grants expired in September 2018.

A strategic imperative for the Company is to return its South African financial services business to a breakeven position and then profitability as soon as possible.

As part of a cost optimization process completed in late calendar 2021, the Company performed a review of its labor structure and determined that a number of its defined employee roles would need to be terminated due to redundancy.

The Company embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January 10, 2022.

The Company incurred cash costs of approximately $ 6.7 million (ZAR 103.4 million) during the three and nine months ended March 31, 2022, principally consisting of severance and related payments and the payment of unutilized leave days.

The Company has recorded an expense of $ 5.9 million in the caption reorganization costs in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

The primary difference between the reorganization charge amount and the total cash paid relates to leave pay which was accrued in prior periods.

Impact of events in Russia and Ukraine

The Company does not expect its operations to be significantly impacted by events unfolding in Russia and Ukraine.

The Company believes that these events may adversely impact South African gross domestic product and rates of inflation as a result of the recent increases in crude oil prices, which is likely to impact economic activity in South Africa and therefore indirectly affect the Company.

It may also lead to higher input prices for certain of the goods and services the Company procures.

References to “Lesaka” are references solely to Lesaka Technologies, Inc.

References to the “Company” refer to Lesaka and its consolidated subsidiaries, collectively, unless the context otherwise requires.

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.

In October 2021, the Financial Accounting Standards Board (“FASB”) issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination.

These items are recognized at fair value on acquisition under current guidance.

The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination.

The guidance became effective for the Company beginning July 1, 2022.

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 March 31, 2022

The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures.

Recent accounting pronouncements not yet adopted as of September 30, 2022

In June 2016, the FASB issued guidance regarding Measurement of Credit Losses on Financial Instruments .

13 unchanged sentences

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 October 2021, the FASB issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination.

These items are recognized at fair value on acquisition under current guidance.

The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination.

This guidance is effective for the Company beginning July 1, 2022.

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.

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, 2022, and June 30, 2021 , are presented in the table below:

The Company’s accounts receivable, net, and other receivables as of September 30, 2022, and June 30, 2022 , are presented in the table below:

September 30,

Accounts receivable, trade, net

5 unchanged sentences

Foreign currency adjustment

Current portion of amount outstanding related to sale of interest in Bank Frick

Loans provided to Carbon

Current portion of amount outstanding related to sale of interest in Carbon, net of allowance:

September 2022:

Loans provided to Carbon, net of allowance:

Current portion of total held to maturity investments

2 unchanged sentences

Total accounts receivable, net and other receivables

Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due from 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.

Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related to the sale of Carbon Tech Limited (“Carbon”), an equity-accounted investment of $ 0.25 million, net of an allowance for doubtful loans receivable of $ 0.25 million, refer to Note 5 for additional information.

The loan of $ 3.0 million 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 to new repayment terms as of March 31, 2022.

However, the Company acknowledges the unexpected and ongoing challenges facing Carbon and determined in June 2021 to create an allowance for doubtful loans receivable of $ 3.0 million due to these circumstances and ongoing operating 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 March 31, 2022 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.

The parties had not agreed to new repayment terms as of June 30, 2022.

In June 2021, the Company determined to create an allowance for doubtful loans receivable of $ 3.0 million due to these circumstances and the ongoing operating losses incurred by Carbon.

The loan was sold in September 2022 for $ 0.75 million (refer to Note 5).

Investment in 7.625 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625 % notes represents the investment in a note which was due to mature in August 2022 and formed part of Cell C’s capital structure.

The carrying value as of each of September 30, 2022 and June 30, 2022, respectively was $ 0 (nil).

Other receivables includes prepayments, deposits, income taxes receivable and other receivables, as well as transactions-switching funds receivable of $ 3.2 million which was received in full in November 2022.

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, 2022:

Summarized below is the contractual maturity of the Company’s held to maturity investment as of September 30, 2022:

Estimated fair value (1)

3 unchanged sentences

Due after ten years

(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.

(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the assets held by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C.

(2) The cost basis is zero ($ 0.0 million).

1 unchanged sentence

Finance loans receivable, net

The Company’s finance loans receivable, net, as of March 31, 2022, and June 30, 2021 , are presented in the table below:

The Company’s finance loans receivable, net, as of September 30, 2022, and June 30, 2022, is presented in the table below:

September 30,

Microlending finance loans receivable, net

5 unchanged sentences

Foreign currency adjustment

Merchant finance loans receivable, net

Merchant finance loans receivable, gross

Allowance for doubtful finance loans receivable, end of period

Beginning of period

Reversed to statement of operations

Charged to statement of operations

Foreign currency adjustment

Total finance loans receivable, net

The Company’s inventory comprised the following categories as of March 31, 2022, and June 30, 2021 :

Total finance loans receivable, net, comprises microlending finance loans receivable related to the Company’s microlending operations in South Africa as well as its merchant finance loans receivable related to Connect’s lending activities in South Africa.

Certain merchant finance loans receivable have been pledged as security for the Company’s revolving credit facility (refer to Note 8).

The Company’s inventory comprised the following categories as of September 30, 2022, and June 30, 2022 :

September 30,

Raw materials

Work-in-progress

Finished goods

As of March 31, 2022, and June 30, 2021, finished goods includes $ 15.7 million and $ 16.5 million, respectively, 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.

As of September 30, 2022 and June 30, 2022, finished goods includes $ 11.0 million and $ 13.7 million, respectively, of Cell C airtime inventory that was previously classified as finished goods subject to sale restrictions.

In support of Cell C’s liquidity position and pursuant to Cell C’s recapitalization process, the Company limited the resale of this airtime to its own distribution channels.

On September 30, 2022, Cell C concluded its recapitalization process and the Company and Cell C entered into an agreement under which Cell C agreed to repurchase, from October 2023, up to ZAR 10 million of Cell C inventory from the Company per month.

The amount to be repurchased by Cell C will be calculated as ZAR 10 million less the face value of any sales made by the Company during that month.

The Company has continued to sell a minimum amount of Cell C airtime through its internal channels in late fiscal 2022/ early fiscal 2023 in support of Cell C’s liquidity position.

However, its ability to sell this airtime has increased significantly since the acquisition of Connect because Connect is a significant reseller of Cell C airtime.

As a result, and depending on prevailing conditions in the airtime market, the Company intends to sell a higher volume of airtime through this channel than it did prior to the Cell C recapitalization.

If the Company is able to sell at least ZAR 10 million a month through this channel from October 1, 2023, then Cell C would not be required to repurchase any airtime from the Company during any specific month.

The Company has agreed to notify Cell C prior to selling any of this airtime, however, there is no restriction placed on the Company on the sale of the airtime.

Fair value of financial instruments

3 unchanged sentences

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.

The Company manages its exposure to currency exchange, translation, interest rate, credit, microlending 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.

The Company is subject to currency exchange risk because it purchases components for safe assets, that the Company assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S.

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.

2 unchanged sentences

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.

dollar has fluctuated significantly against the ZAR over the past three years.

dollar is its reporting currency, but it earns a significant amount of its revenues and incurs a significant amount of its expenses in ZAR.

dollar to the ZAR exchange rate has fluctuated significantly 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.

Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

2 unchanged sentences

The Company periodically evaluates the cost and effectiveness of interest rate hedging strategies to manage this risk.

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 provides unsecured short-term loans to qualifying customers.

Credit bureau checks as well as an affordability test are conducted as part of the risk management process, both of which being in line with local regulations.

The affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

The Company generally maintains surplus cash in cash equivalents and held to maturity investments and has occasionally invested in marketable securities.

Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties.

2 unchanged sentences

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.

Microlending credit risk

The Company is exposed to credit risk in its microlending activities, which provides unsecured short-term loans to qualifying customers.

Credit bureau checks as well as an affordability test are conducted as part of the risk management process, both of which are in accordance with local regulations.

The affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

Equity price and liquidity risk

3 unchanged sentences

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.

Fair value of financial instruments (continued)

Financial instruments

9 unchanged sentences

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, 2022, and June 30, 2021, and valued Cell C at $ 0.0 (zero) at March 31, 2022, 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 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, 2022 and June 30, 2022, respectively, and valued Cell C at $ 0.0 (zero) at each of September 30, 2022, and June 30, 2022.

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 March 31, 2022 valuation, and an earlier version of the business plan for the period ended December 31, 2025 for the June 30, 2021 valuation.

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, 2022 and June 30, 2021:

The Company has increased the marketability discount from 10 % to 20 % and the minority discount from 15 % to 30 % due to the reduction in our shareholding percentage from 15 % to 5 % as well as current market conditions.

The Company utilized the latest revised business plan provided by Cell C management for the period ended December 31, 2025, for the September 30, 2022, and June 30, 2022 valuations.

Adjustments have been made to the WACC rate to reflect the Company’s assessment of risk to Cell C achieving its business plan.

The following key valuation inputs were used as of September 30, 2022 and June 30, 2022:

Weighted Average Cost of Capital ("WACC"):

3 unchanged sentences

Marketability discount:

20 % ( 10 % as of June 30, 2022)

Minority discount:

Net adjusted external debt - March 31, 2022:

30 % ( 15 % as of June 30, 2022)

Net adjusted external debt - September 30, 2022:

ZAR 7.7 billion ($ 0.4 billion), no lease liabilities included

2 unchanged sentences

(1) translated from ZAR to U.S.

dollars at exchange rates applicable as of March 31, 2022.

dollars at exchange rates applicable as of September 30, 2022.

(2) translated from ZAR to U.S.

dollars at exchange rates applicable as of June 30, 2022.

The following table presents the impact on the carrying value of the Company’s Cell C investment of a 3.3% increase and 2.5% decrease in the WACC rate and the EBITDA margins respectively used in the Cell C valuation on March 31, 2022, all amounts translated at exchange rates applicable as of March 31, 2022:

The following table presents the impact on the carrying value of the Company’s Cell C investment of a 1.0% increase and 1.0% decrease in the WACC rate and the EBITDA margins respectively used in the Cell C valuation on September 30, 2022, all amounts translated at exchange rates applicable as of September 30, 2022:

Sensitivity for fair value of Cell C investment

2 unchanged sentences

EBITDA margin

The fair value of the Cell C shares as of March 31, 2022, represented 0 % of the Company’s total assets, including these shares.

The fair value of the Cell C shares as of September 30, 2022, 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 in respect of operational costs using 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.

2 unchanged sentences

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 March 31, 2022.

The Company’s outstanding foreign exchange contracts as of June 30, 2021, were as follows:

Notional amount ('000)

July 02, 2021

Derivative transactions - Foreign exchange option contracts

The Company held a significant amount of U.S.

dollars and intended to use a portion of these funds to settle part of the purchase consideration related to the Connect Group acquisition.

The purchase consideration was expected to be settled in ZAR.

Accordingly, the Company entered into foreign exchange option contracts with FirstRand Bank Limited acting through its Rand Merchant Bank division (“RMB”) in November 2021 in order to manage the risk of currency volatility and to fix the ZAR amount to be utilized for part of the purchase consideration settlement.

These foreign exchange option contracts, also known as synthetic forwards, are over-the-counter derivative transactions (Level 2).

RMB’s long-term credit rating is “BB”.

The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value of the foreign exchange option contracts (Level 2).

The Company marked-to-market the synthetic forwards as of December 31, 2021, using a Black-Scholes option pricing model which determined the respective fair value of the options utilizing current market parameters, and recorded an unrealized loss of $ 2.4 million during the three months ended December 31, 2021.

These currency options matured on February 24, 2022.

The Company generated a realized gain of $ 3.7 million upon maturity.

During the three and nine months ended March 31, 2022, the Company recorded a net gain of $ 6.1 million (which includes the reversal of the $ 2.4 .

million unrealized loss which was previously recorded) and $ 3.7 million, respectively.

The net gain is included in the caption gain related to fair value adjustment to currency options in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

The Company had no outstanding foreign exchange contracts as of September 30, 2022.

The Company had no outstanding foreign exchange contracts as of June 30, 2022.

Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of March 31, 2022, according to the fair value hierarchy:

The following table presents the Company’s assets measured at fair value on a recurring basis as of September 30, 2022, according to the fair value hierarchy:

Quoted Price in Active Markets for Identical Assets

6 unchanged sentences

Total assets at fair value

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, 2022, according to the fair value hierarchy:

7 unchanged sentences

Total assets at fair value

There have been no transfers in or out of Level 3 during the three and nine months ended March 31, 2022 and 2021, 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, 2022 and 2021.

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, 2022:

There have been no transfers in or out of Level 3 during the three months ended September 30, 2022 and 2021, 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, 2022 and 2021.

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, 2022:

Carrying value

1 unchanged sentence

Foreign currency adjustment (1)

Balance as of March 31, 2022

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S.

Balance as of September 30, 2022

(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S.

dollar on the carrying value.

Fair value of financial instruments (continued)

Carrying value

1 unchanged sentence

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.

Balance as of September 30, 2021

(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S.

dollar on the carrying value.

3 unchanged sentences

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 any impairment charges recorded during the reporting periods presented herein.

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

2 unchanged sentences

Equity-accounted investments

The Company’s ownership percentage in its equity-accounted investments as of March 31, 2022, and June 30, 2021, was as follows:

The Company’s ownership percentage in its equity-accounted investments as of September 30, 2022, and June 30, 2022, was as follows:

September 30,

Finbond Group Limited (“Finbond”)

Sandulela Technology (Pty) Ltd ("Sandulela")

Carbon Tech Limited (“Carbon”)

SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)

As of September 30, 2022, the Company owned 245,897,968 shares in Finbond representing approximately 29.3 % of its issued and outstanding ordinary shares.

Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on September 30, 2022, the last trading day of the month, was ZAR 0.49 per share.

The market value, using the September 30, 2022, closing price, of the Company’s holding in Finbond on September 30, 2022, was ZAR 120.5 million ($ 6.7 million translated at exchange rates applicable as of September 30, 2022).

The Company sold 81,935 shares in Finbond for cash during the three months ended September 30, 2022, and recorded a loss of $ 0.002 million which is included in the caption net gain on disposal of equity-accounted investments in the Company’s unaudited condensed consolidated statements of operations.

Equity-accounted investments and other long-term assets (continued)

Equity-accounted investments (continued)

As of March 31, 2022, the Company owned 247,438,164 shares in Finbond representing approximately 29.0 % of its issued and outstanding ordinary shares.

Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on March 31, 2022, the last trading day of the month, was ZAR 0.50 per share.

The market value, using the March 31, 2022, closing price, of the Company’s holding in Finbond on March 31, 2022, was ZAR 123.7 million ($ 8.5 million translated at exchange rates applicable as of March 31, 2022).

The Company sold 21,382,769 shares in Finbond for cash during the three and nine months ended March 31, 2022, and recorded a loss of $ 0.3 million in the caption loss on equity-accounted investment in the Company’s unaudited condensed consolidated statements of operations.

The following table presents the calculation of the loss on disposal of Finbond shares during the three and nine months ended March 31, 2022:

Three and nine months ended March 31,

Finbond (continued)

The following table presents the calculation of the loss on disposal of Finbond shares during the three months ended September 30, 2022:

Three months ended September 30,

Loss on disposal of Finbond shares:

4 unchanged sentences

Loss on sale of Finbond shares

Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the nine months ended March 31, 2022:

The Company considered the combination of the ongoing losses incurred and reported by Finbond and its lower share price as impairment indicators.

The Company performed an impairment assessment of its holding in Finbond as of September 30, 2022.

The Company recorded an impairment loss of $ 1.1 million during the quarter ended September 30, 2022, 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 continues to be limited trading in Finbond shares on the JSE because a small number of shareholders own approximately 80 % of its issued and outstanding shares between them.

The Company calculated a fair value per share for Finbond by applying a liquidity discount of 25 % to the September 30, 2022, Finbond closing price of ZAR 0.49 .

The Company has increased the liquidity discount from 15 % (used in the previous impairment assessment) to 25 % as a result of the ongoing limited trading activity observed on the JSE.

In September 2022, the Company, through its wholly-owned subsidiary, Net1 Applied Technologies Netherlands B.V.

(“Net1 BV”), entered into a binding term sheet with the Etobicoke Limited (“Etobicoke”) to sell its entire interest, or 25 %, in Carbon to Etobicoke for $ 0.5 million and a loan due from Carbon, with a face value of $ 3 million, to Etobicoke for $ 0.75 million.

Both the equity interest and the loan had a carrying value of $ 0 (nil) at June 30, 2022.

The parties have agreed that Etobicoke pledge the Carbon shares purchased as security for the amounts outstanding under the binding term sheet.

The Company received $ 0.25 million on closing and the outstanding balance due by Etobicoke is expected to be paid as follows:

(i) $ 0.25 million on September 30, 2023, which is included in the caption accounts receivable, net and other receivables in the Company’s unaudited condensed consolidated balance sheet as of September 30, 2022, and (ii) the remaining amount, of $ 0.75 million in March 2024, which is included in the caption other long-term assets, including reinsurance assets in the Company’s unaudited condensed consolidated balance sheet as of September 30, 2022.

The Company has allocated the $ 0.25 million received to the sale of the equity interest and will allocate the funds received first to the sale of the equity interest and then to the loans.

The Company currently believes that the fair value of the Carbon shares provided as security is $ 0 (nil), in line with the carrying value as of June 30, 2022, and has created an allowance for doubtful loans receivable related to the $ 1.0 million due from Etobicoke.

The Company did not incur any significant transaction costs.

The Company has included the gain of $ 0.25 million related to the sale of the Carbon equity interest in the caption net gain on disposal of equity-accounted investments in the Company’s unaudited condensed consolidated statements of operations.

The following table presents the calculation of the gain on disposal of Carbon in September 2022:

Three months ended September 30,

Gain on disposal of Carbon shares:

Consideration received in cash in September 2022

carrying value of Carbon

Gain on disposal of Carbon shares:

(1) The Company does not expect to pay taxes related to the sale of Carbon because the base cost of its investment exceeds the sales consideration received.

The Company does not believe that it will be able to utilize the loss generated because Net1 BV does not generate taxable income.

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 three months ended September 30, 2022:

Investment in equity

1 unchanged sentence

Stock-based compensation

Comprehensive loss:

Other comprehensive loss

Equity accounted loss

Share of net loss

Comprehensive income:

Other comprehensive income

Equity accounted (loss) earnings

Share of net (loss) earnings

Dividends received

1 unchanged sentence

Foreign currency adjustment (2)

Balance as of March 31, 2022

Balance as of September 30, 2022

Investment in loans:

Balance as of June 30, 2022

Loans granted

Foreign currency adjustment (2)

Balance as of September 30, 2022

Carrying amount as of :

June 30, 2022

March 31, 2022

(1) Includes Carbon and SmartSwitch Namibia.

September 30, 2022

(1) Includes Carbon, Sandulela, 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.

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 March 31, 2022, and June 30, 2021:

Summarized below is the breakdown of other long-term assets as of September 30, 2022, and June 30, 2022:

September 30,

Total equity investments

Investment in 15 % of Cell C, at fair value (Note 4)

Investment in 5 % of Cell C (June 30, 2022:

15 %) at fair value (Note 4)

Investment in 10 % of MobiKwik (June 30, 2022:

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)

Investment in 87.5 % of CPS (June 30, 2022:

87.5 %) at fair value (1)(2)

Long-term portion of amount due related to sale of loan to Carbon (3)

Policy holder assets under investment contracts (Note 7)

1 unchanged sentence

Total other long-term assets

(1) The Company determined that MobiKwik and CPS do not have readily determinable fair values and therefore elected to record these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

(2) 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 March 31, 2022 (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 from the purchaser in July 2022 and is included in accounts receivable, net, and other receivables as of March 31, 2022 (refer to Note 2).

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.

The Company’s investment percentage as of March 31, 2022, was 10.2 %.

The Company did not identify any observable transactions during the three and nine months ended March 31, 2022, and therefore there was no change in the fair value of MobiKwik during these periods.

The Company used a transaction, at a price of $ 245.50 per share in June 2021, as the basis for a fair value adjustment to its investment in MobiKwik during the fourth quarter of fiscal 2021.

This fair value adjustment increased the carrying value of its investment in MobiKwik by $ 23.4 million from $ 52.9 million to $ 76.3 million as of June 30, 2021.

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.

(3) Long-term portion of amount due related to sale of loan to Carbon represents $ 0.75 million related to the sale of a loan with a face value of $ 3.0 million which was sold in September 2022 for $ 0.75 million, net of an allowance for doubtful loans receivable of $ 0.75 million.

Equity-accounted investments and other long-term assets (continued)

Other long-term assets (continued)

In February 2022, the Company sold its entire interest in Revix UK Limited for cash of $ 0.7 million because the Company did not consider the investment core to its strategy to operate primarily in Southern Africa.

The Company had previously written this investment to $ 0 (nil) and recognized a gain on disposal of $ 0.7 million, which is included in the caption gain on disposal of equity securities in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

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, 2022:

Other long-term assets

Cell C - reduced effective percentage holding following recapitalization

On September 30, 2022, Cell C completed its recapitalization process which includes the issuance of additional equity instruments by Cell C.

The Company’s effective percentage holding in Cell C’s equity has reduced from 15 % to 5 % following the recapitalization.

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, 2022:

Unrealized holding

14 unchanged sentences

Goodwill and intangible assets, net

Summarized below is the movement in the carrying value of goodwill for the nine months ended March 31, 2022:

Summarized below is the movement in the carrying value of goodwill for the three months ended September 30, 2022:

Accumulated impairment

2 unchanged sentences

Foreign currency adjustment (1)

Balance as of March 31, 2022

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S.

Balance as of September 30, 2022

(1) – The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S.

dollar on the carrying value.

Refer to Note 17 for additional information regarding changes to the Company’s reportable segments during the three months ended December 31, 2021.

Goodwill has been allocated to the Company’s reportable segments as follows:

2 unchanged sentences

Foreign currency adjustment (1)

Balance as of March 31, 2022

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S.

Balance as of September 30, 2022

(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S.

dollar on the carrying value.

2 unchanged sentences

Carrying value and amortization of intangible assets

Summarized below is the carrying value and accumulated amortization of intangible assets as of March 31, 2022, and June 30, 2021:

As of March 31, 2022

Summarized below is the carrying value and accumulated amortization of intangible assets as of September 30, 2022, and June 30, 2022:

As of September 30, 2022

As of June 30, 2022

7 unchanged sentences

Customer relationships

Software and unpatented technology

Software, integrated platform and unpatented technology

Brands and trademarks

Total finite-lived intangible assets

Aggregate amortization expense on the finite-lived intangible assets for each of the three months ended March 31, 2022 and 2021, was approximately $ 0.1 million.

Aggregate amortization expense on the finite-lived intangible assets for the nine months ended March 31, 2022 and 2021, was approximately $ 0.1 million and $ 0.3 million, respectively.

Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on March 31, 2022, is presented in the table below.

Aggregate amortization expense on the finite-lived intangible assets for the three months ended September 30, 2022 and 2021, was approximately $ 4.0 million and $ 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, 2022, 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 2023 (nine months ended June 30, 2023)

Total future estimated annual amortization expense

1 unchanged sentence

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, 2022:

Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the three months ended September 30, 2022:

Reinsurance Assets (1)

4 unchanged sentences

Foreign currency adjustment (3)

Balance as of March 31, 2022

Balance as of September 30, 2022

(1) Included in other long-term assets (refer to Note 5);

4 unchanged sentences

The process of deriving the best estimate assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience).

Assets and policyholder liabilities under insurance and investment contracts (continued)

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, 2022:

Summarized below is the movement in assets and policyholder liabilities under investment contracts during the three months ended September 30, 2022:

Investment contracts (2)

1 unchanged sentence

Increase in policy holder benefits under investment contracts

Claims and decrease in policyholders’ benefits under investment contracts

Foreign currency adjustment (3)

Balance as of March 31, 2022

Balance as of September 30, 2022

(1) Included in other long-term assets (refer to Note 5);

3 unchanged sentences

Refer to Note 12 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2022, for additional information regarding its borrowings.

July 2017 Facilities, as amended, comprising long-term borrowings (all repaid) and a short-term facility (Facility E)

The amounts below have been translated at exchange rates applicable as of the dates specified.

RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings

Long-term borrowings - Facility G and Facility H

The Company’s credit agreement with FirstRand Bank Limited, acting through its Rand Merchant Bank division (“RMB”), requires that the Company achieve certain milestones by September 30, 2022, failing which the Company would be required to place ZAR 250 million into bank accounts with RMB.

The Company was unable to achieve the required milestones by September 30, 2022.

However, RMB did not require the Company to place cash into the RMB bank accounts nor did RMB declare an event of default as a result of the Company’s failure to do so.

The Company is currently renegotiating the terms of these lending arrangements with RMB.

Available short-term facility - Facility E

As of March 31, 2022, the aggregate amount of the Company’s short-term South African overdraft facility with RMB was ZAR 1.4 billion ($ 96.2 million, translated at exchange rates applicable as of March 31, 2022).

As of March 31, 2022, the Company had utilized approximately ZAR 0.7 billion ($ 45.7 million) of this overdraft facility.

As of September 30, 2022, the aggregate amount of the Company’s short-term South African overdraft facility with RMB was ZAR 1.4 billion ($ 77.7 million).

As of September 30, 2022, the Company had utilized approximately ZAR 1.0 billion ($ 58.0 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 interest rate on this facility is equal to the prime rate.

The prime rate on March 31, 2022, was 7.75 %.

The prime rate on September 30, 2022, was 9.75 %.

Connect Facilities, comprising long-term borrowings and a short-term facility

As of September 30, 2022, the Connect Facilities include (i) an overdraft facility (general banking facility) of ZAR 248.0 million (of which ZAR 205.0 million has been utilized);

(ii) Facility A of ZAR 700.0 million;

(iii) Facility B of ZAR 350.0 million (both fully utilized);

and (iv) an asset-backed facility of ZAR 100.0 million (of which ZAR 90.2 million has been utilized).

The amount available under the general banking facility will reduce to ZAR 205.0 million in mid-November 2022.

In November 2022, the Company, through its wholly owned subsidiaries, Cash Connect Rentals (Pty) Ltd and Main Street 1723 (Pty) Ltd, increased its aggregate asset-backed facilities from ZAR 100 million to ZAR 200 million.

Borrowings (continued)

South Africa (continued)

K2020 facility, comprising long-term borrowings

The Company, through its wholly owned subsidiary, K2020, entered into a revolving credit facility agreement with RMB on February 15, 2021.

The revolving credit facility is for an amount of ZAR 150.0 million and matured on August 12, 2022.

The facility continues to operate normally in agreement with K2020’s lender, while the parties conclude the legal agreements to significantly increase and extend the facility.

Interest on the revolving credit facility is payable quarterly in arrears based on the prime rate in effect from time to time plus a margin.

A commitment fee of 1.5 % per annum is charged on the undrawn available facility amount.

RMB facility, comprising indirect facilities

As of September 30, 2022, the aggregate amount of the Company’s short-term South African indirect credit facility with RMB was ZAR 135.0 million ($ 7.5 million), which includes facilities for guarantees, letters of credit and forward exchange contracts.

As of September 30, 2022 and June 30, 2022, the Company had utilized approximately ZAR 33.1 million ($ 1.8 million) and ZAR 5.1 million ($ 0.3 million), respectively, of its indirect and derivative facilities of ZAR 135.0 million (June 30, 2022:

ZAR 135.0 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 19).

Nedbank facility, comprising short-term facilities

As of March 31, 2022, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 406.6 million ($ 27.9 million).

The credit facility comprises an overdraft facility of up to ZAR 250.0 million ($ 17.2 million), which may only be used to fund mobile ATMs and indirect and derivative facilities of up to ZAR 156.6 million ($ 10.8 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 indirect and derivative 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 155.1 million ($ 10.7 million translated at exchange rates applicable as of March 31, 2022), 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, 2022.

As of March 31, 2022, the interest rate on the overdraft facility was 6.60 %.

As of March 31, 2022 and June 30, 2021, the Company had utilized approximately ZAR 155.1 million ($ 10.7 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).

As of September 30, 2022, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 156.6 million ($ 8.7 million).

The credit facility represents indirect and derivative facilities of up to ZAR 156.6 million ($ 8.7 million), which include guarantees, letters of credit and forward exchange contracts.

As of September 30, 2022 and June 30, 2022, the Company had utilized approximately ZAR 92.1 million ($ 5.1 million) and ZAR 92.1 million ($ 5.7 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2022:

ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 19).

Movement in short-term credit facilities

Summarized below are the Company’s short-term facilities as of March 31, 2022, and the movement in the Company’s short-term facilities from as of June 30, 2022 to as of March 31, 2021, as well as the respective interest rates applied to the borrowings as of March 31, 2022:

Short-term facilities available as of March 31, 2022

Summarized below are the Company’s short-term facilities as of September 30, 2022, and the movement in the Company’s short-term facilities from as of June 30, 2022 to as of September 30, 2022:

Short-term facilities available as of September 30, 2022

Overdraft restricted as to use for ATM funding only

Indirect and derivative facilities

Interest rate (%), based on South African prime rate

Interest rate (%), based on South African prime rate less 1.15 %

Movement in utilized overdraft facilities:

Restricted as to use for ATM funding only

No restrictions as to use

Balance as of June 30, 2022

Foreign currency adjustment (1)

Balance as of March 31, 2022

Balance as of September 30, 2022

Restricted as to use for ATM funding only

No restrictions as to use

Interest rate as of September 30, 2022 (%) (2)

Movement in utilized indirect and derivative facilities:

Balance as of June 30, 2022

Guarantees cancelled

Foreign currency adjustment (1)

Balance as of March 31, 2022 (2)

Balance as of September 30, 2022

(1) Represents the effects of the fluctuations between the ZAR and the U.S.

(2) Facility E interest set at prime and the Connect facility at prime less 0.10 %.

Borrowings (continued)

Movement in long-term borrowings

Summarized below is the movement in the Company’s long-term borrowing from as of as of June 30, 2022 to as of September 30, 2022:

Included in current

Included in long-term

Opening balance as of June 30, 2022

Facilities utilized

Facilities repaid

Non-refundable fees paid

Non-refundable fees amortized

Foreign currency adjustment (1)

Closing balance as of September 30, 2022

Included in current

Included in long-term

Unamortized fees

Due within 2 years

Due within 3 years

Due within 4 years

Due within 5 years

Interest rates as of September 30, 2022 (%):

Base rate (%)

Footnote number

(1) Represents the effects of the fluctuations between the ZAR and the U.S.

(2) Interest on Facility G is calculated based on the 3-month JIBAR in effect from time to time plus a margin of (i) 3.00 % per annum until January 13, 2023;

and then (ii) from January 14, 2023, (x) 2.50 % per annum if the Facility G balance outstanding is less than or equal to ZAR 250.0 million, or (y) 3.00 % per annum if the Facility G balance is between ZAR 250.0 million to ZAR 450.0 million, or (z) 3.50 % per annum if the Facility G balance is greater than ZAR 450.0 million.

The interest rate shall increase by a further 2.00 % per annum in the event of default (as defined in the Loan Documents).

(3) Interest on Facility H is calculated based on JIBAR in effect from time to time plus a margin of 2.00 % per annum which increases by a further 2.00 % per annum in the event of default (as defined in the Loan Documents).

(4) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, of approximately 3.75 %, in effect from time to time.

(5) Interest is charged at prime plus 1.25 % per annum on the utilized balance.

(6) Interest is charged at prime plus 1.00 % per annum on the utilized balance.

Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended September 30, 2022, was $ 2.7 million.

There was no interest expense incurred during the three months ended September 30, 2021.

Prepaid facility fees amortized included in interest expense during the three months ended September 30, 2022, were $ 0.2 million.

There was no prepaid facility fee amortization during the three months ended September 30, 2021.

Interest expense incurred under the Company’s K2020 facility relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 0.2 million is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the three months ended September 30, 2022.

Other payables

Summarized below is the breakdown of other payables as of March 31, 2022, and June 30, 2021:

Summarized below is the breakdown of other payables as of September 30, 2022, and June 30, 2022:

September 30,

Value-added tax payable

1 unchanged sentence

Participating merchants' settlement obligation

Vendor consideration due to sellers of Connect

Other includes transactions-switching funds payable, deferred income, client deposits and other payables.

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, 2022 and 2021, 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, 2022 and 2021, respectively:

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, 2022 and 2021, respectively:

September 30,

Number of shares, net of treasury:

3 unchanged sentences

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, 2022:

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended September 30, 2022:

Three months ended

March 31, 2022

September 30, 2022

Accumulated foreign currency translation reserve

Balance as of January 1, 2022

Balance as of July 1, 2022

Release of foreign currency translation reserve related to the disposal of Finbond equity securities (Note 5)

Movement in foreign currency translation reserve related to equity-accounted investment

Movement in foreign currency translation reserve

Balance as of March 31, 2022

Balance as of September 30, 2022

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, 2021:

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

March 31, 2021

Accumulated foreign currency translation reserve

Balance as of January 1, 2021

Release of foreign currency translation reserve related to disposal of Bank Frick

Movement in foreign currency translation reserve

Balance as of March 31, 2021

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2022:

Nine months ended

March 31, 2022

Accumulated foreign currency translation reserve

Balance as of July 1, 2021

Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 5)

Movement in foreign currency translation reserve related to equity-accounted investment

Movement in foreign currency translation reserve

Balance as of March 31, 2022

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

September 30, 2021

Accumulated foreign currency translation reserve

Balance as of July 1, 2021

Release of foreign currency translation reserve related to disposal of Bank Frick

Movement in foreign currency translation reserve related to equity-accounted investment

Movement in foreign currency translation reserve

Balance as of March 31, 2021

During the three and nine months ended March 31, 2022, the Company reclassified $ 0.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond.

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.

Balance as of September 30, 2021

During the three months ended September 30, 2022, the Company reclassified $ 0.002 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond (refer to Note 5).

There were no reclassifications from accumulated other comprehensive loss to net (loss) income during the three months ended September 30, 2021.

Stock-based compensation

1 unchanged sentence

Stock option and restricted stock activity

The following table summarizes stock option activity for the nine months ended March 31, 2022 and 2021:

The following table summarizes stock option activity for the three months ended September 30, 2022 and 2021:

Number of shares

4 unchanged sentences

Outstanding - June 30, 2022

Granted - February 2022

Outstanding - March 31, 2022

Outstanding - September 30, 2022

Outstanding - June 30, 2021

Granted – August 2020

Granted – November 2020

Outstanding - March 31, 2021

The Company awarded 137,620 stock options to employees during the three and nine months ended March 31, 2022.

No stock options were awarded during the three months ended March 31, 2021.

The Company awarded 560,000 stock options to employees during the nine months ended March 31, 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 94,404 and 10,000 stock options during the three months ended March 31, 2022 and 2021, respectively.

Employees forfeited 188,332 and 205,999 stock options during the nine months ended March 31, 2022 and 2021, 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.

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 the 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, 2022 and 2021:

Nine months ended

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

Outstanding - September 30, 2021

Stock-based compensation (continued)

1 unchanged sentence

Options (continued)

The following table presents stock options vested and expected to vest as of March 31, 2022:

The following table presents stock options vested and expected to vest as of September 30, 2022:

Weighted average exercise price

1 unchanged sentence

Aggregate intrinsic value

Vested and expecting to vest - March 31, 2022

Vested and expecting to vest - September 30, 2022

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, 2022:

The following table presents stock options that are exercisable as of September 30, 2022:

Weighted average exercise price

1 unchanged sentence

Aggregate intrinsic value

Exercisable - March 31, 2022

No stock options became exercisable during the three months ended March 31, 2022 and 2021.

During the nine months ended March 31, 2022 and 2021, respectively, 376,348 and 337,666 stock options became exercisable.

Exercisable - September 30, 2022

No stock options became exercisable during the three months ended September 30, 2022.

During the three months ended September 30, 2021, 75,000 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, 2022 and 2021:

The following table summarizes restricted stock activity for the three months ended September 30, 2022 and 2021:

Number of shares of restricted stock

4 unchanged sentences

Granted – August 2022

Granted – November and December 2021

Granted – December 2021

Granted – February 2022

Granted – March 2022

Total granted and vested - November and December 2021

Granted - November and December 2021

Vested - November and December 2021

Non-vested – March 31, 2022

Vested – July 2022

Non-vested – September 30, 2022

Non-vested – June 30, 2021

Vested – August 2020

Vested – September 2020 - accelerated vesting

Non-vested – March 31, 2021

Total Granted

Granted – July 2021

Granted – August 2021

Non-vested – September 30, 2021

Stock-based compensation (continued)

1 unchanged sentence

Restricted stock (continued)

On June 30, 2021, the Company entered into employment agreements with Mr.

Meyer, under which Mr.

Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021.

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.

In July 2022, the Company granted 32,582 shares of restricted stock to employees which have time -based vesting conditions.

The Company agreed to match, on a one -for-one basis, an employee’s purchase of up to $ 1.0 million worth of the Company’s shares of common stock in open market purchases, and in August 2022, the Company granted 179,498 shares of restricted stock to the employee .

These shares of restricted stock contain time-based vesting conditions.

On July 1, 2021, the Company granted its Group Chief Executive Officer, 117,304 shares of restricted stock, which are subject to time-based vesting conditions 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 was also awarded 117,304 shares of restricted stock which include performance-based 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.

On March 1, 2022, the Company awarded 207,859 shares of restricted stock to executive officers and vesting of these awards is subject to the executive’s continuous service through the applicable vesting date, one third of which vests on each of the first, second and third anniversaries of the grant date.

In August 2021, December 2021 and February 2022, the Company awarded 44,986 , 50,300 and 29,920 shares of restricted stock, respectively, to employees which have time and performance-based (market conditions related to share price performance) vesting conditions.

Upon joining the Company, each of Messrs.

Meyer and Lincoln C.

Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time.

However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider-trading restriction placed on them.

On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows:

(i) assume that the executives would have purchased their agreed allocation within their first 30 days post commencement of employment had they not been embargoed;

(ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021;

(iii) to the extent that the price per share actually paid is greater than the 30 -day volume-weighted average price (“VWAP”) in their respective first months of employment, award the executives a top-up (“top up awards”) which amounts to the after-tax difference between (a) number of shares purchased at the 30 -day VWAP in their respective first months of employment and (b) number of shares purchased at the actual share price paid.

The top-up will be settled as follows:

(a) 55 % in shares of the Company’s common stock and (b) 45 %, at the election of the executive, as either shares of the Company’s common stock or cash.

The top up awards were not subject to any vesting conditions and vested immediately;

(iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii).

The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards.

The executives acquired shares during November and December 2021, and the Company granted the executives 326,158 matching awards and 71,647 top up awards.

Except as discussed above, no shares of restricted stock vested during the three and nine months ended March 31, 2022.

During the nine 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.

During the nine months ended March 31, 2022, 30,000 shares of restricted stock were forfeited by an executive officer as the market condition (related to share price performance) was not achieved.

The 510,200 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.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022.

The contract may be terminated early if certain agreed events occur.

The advisor has agreed to receive 6,481 shares of the Company’s common stock per month as payment for services rendered and is not entitled to receive additional shares if the contract is terminated early due to the occurrence of the agreed events.

The 6,481 shares granted per month was calculated using an agreed monthly fee of $ 35,000 divided by the Company’s closing market price on January 3, 2022, on the Nasdaq Global Select Market.

The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event.

During the three months ended March 31, 2022, the Company recorded a stock-based compensation charge of $ 0.1 million and included the issuance of 19,443 shares of common stock in its issued and outstanding share count.

The Company recorded a stock-based compensation charge, net during the three months ended March 31, 2022 and 2021, of $ 0.6 million and $ 0.2 million, respectively, which comprised:

Allocated to cost of goods sold, IT processing, servicing and support

Allocated to selling, general and administration

Three months ended March 31, 2022

Stock-based compensation charge

Reversal of stock compensation charge related to stock options and restricted stock forfeited

Total - three months ended March 31, 2022

Three months ended March 31, 2021

Stock-based compensation charge

Total - three months ended March 31, 2021

The Company recorded a stock-based compensation charge, net during the nine months ended March 31, 2022 and 2021, of $ 1.7 million and $ 0.9 million respectively, which comprised:

In August 2021, the Company awarded 44,986 shares of restricted stock to an employee which contained time and performance-based (market conditions related to share price performance) vesting conditions.

As fully described in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2022, the Company granted a further 19,443 shares to an advisor during the three months ended September 30, 2022, which may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event.

In July 2022, 78,801 shares of restricted stock granted to Mr.

Meyer vested and he elected for 35,460 shares to be withheld to satisfy the withholding tax liability on the vesting of these shares.

These 35,460 shares have been included in our treasury shares.

The Company recorded a stock-based compensation charge, net during the three months ended September 30, 2022 and 2021, of $ 1.5 million and $ 0.3 million, respectively, which comprised:

Allocated to cost of goods sold, IT processing, servicing and support

Allocated to selling, general and administration

Nine months ended March 31, 2022

Three months ended September 30, 2022

Stock-based compensation charge

Reversal of stock compensation charge related to stock options forfeited

Total - nine months ended March 31, 2022

Nine months ended March 31, 2021

Total - three months ended September 30, 2022

Three months ended September 30, 2021

Stock-based compensation charge

Reversal of stock compensation charge related to stock options and restricted stock forfeited

Total - nine months ended March 31, 2021

Total - three months ended September 30, 2021

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.

Stock-based compensation (continued)

As of March 31, 2022, the total unrecognized compensation cost related to stock options was approximately $ 0.5 million, which the Company expects to recognize over approximately two years .

As of March 31, 2022, the total unrecognized compensation cost related to restricted stock awards was approximately $ 4.8 million, which the Company expects to recognize over approximately three years .

As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a deferred tax asset of approximately $ 0.3 million and $ 0.1 million, related to the stock-based compensation charge recognized related to employees of Net1.

As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a valuation allowance of approximately $ 0.3 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.

As of September 30, 2022, the total unrecognized compensation cost related to stock options was approximately $ 0.3 million, which the Company expects to recognize over approximately two years .

As of September 30, 2022, the total unrecognized compensation cost related to restricted stock awards was approximately $ 9.9 million, which the Company expects to recognize over approximately three years .

As of September 30, 2022, and June 30, 2022, respectively, the Company recorded a deferred tax asset of approximately $ 0.4 million and $ 0.3 million, related to the stock-based compensation charge recognized related to employees of Lesaka.

As of September 30, 2022, and June 30, 2022, respectively, the Company recorded a valuation allowance of approximately $ 0.4 million and $ 0.3 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.

2 unchanged sentences

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, 2022 and 2021.

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, 2022 and 2021.

Accordingly, the two-class method presented below does not include the impact of any redemption.

1 unchanged sentence

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, 2022 and 2021 , reflects only undistributed earnings.

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, 2022 and 2021 , 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.

1 unchanged sentence

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 Company has excluded employee stock options to purchase 185,902 and 172,113 shares of common stock from the calculation of diluted loss per share during the three and nine months ended March 31, 2022, because the effect would be antidilutive.

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, August 2021, November 2021, December 2021, February 2022 and March 2022, 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 Company has excluded employee stock options to purchase 210,530 shares of common stock from the calculation of diluted loss per share during the three months ended September 30, 2022, because the effect would be antidilutive.

The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees 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 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2022.

(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:

The following table presents net loss attributable to Lesaka 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

(in thousands except

September 30,

(in thousands except

per share data)

Net loss attributable to Net1

Undistributed loss

Percent allocated to common shareholders

(Calculation 1)

Numerator for loss per share:

Net loss attributable to Lesaka

Undistributed (loss) earnings

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share:

basic and diluted

1 unchanged sentence

Weighted-average common shares outstanding

Effect of dilutive securities:

Stock options

Denominator for diluted (loss) earnings per share:

adjusted weighted average common shares outstanding and assuming conversion

Loss per share:

(Loss) Earnings per share:

(Calculation 1)

1 unchanged sentence

Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B)

Percent allocated to common shareholders

Options to purchase 408,252 shares of the Company’s common stock at prices ranging from $ 4.87 to $ 11.23 per share were outstanding during the three and nine months ended March 31, 2022, 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 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.

The options, which expire at various dates through February 3, 2032, were still outstanding as of March 31, 2022.

Percent allocated to common shareholders (A) / (B)

Options to purchase 324,619 shares of the Company’s common stock at prices ranging from $ 4.87 to $ 11.23 per share were outstanding during the three months ended September 30, 2022, 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 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.

The options, which expire at various dates through February 3, 2032, were still outstanding as of September 30, 2022.

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2022 and 2021:

The following table presents supplemental cash flow disclosures for the three months ended September 30, 2022 and 2021:

Three months ended

Nine months ended

September 30,

Cash received from interest

2 unchanged sentences

Supplemental cash flow information (continued)

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 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 8 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, 2022 and 2021, and June 30, 2021:

March 31, 2022

March 31, 2021

June 30, 2021

Cash and cash equivalents

Restricted cash

Cash, cash equivalents and restricted cash

The following table presents supplemental cash flow disclosure related to leases for the three and nine months ended March 31, 2022 and 2021:

Three months ended March 31,

Nine months ended March 31,

The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2022 and 2021:

Three months ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Disaggregation of revenue

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2022:

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended September 30, 2022:

Processing fees

1 unchanged sentence

Technology products

Telecom products and services

Lending revenue

Insurance revenue

Account holder fees

Total revenue, derived from the following geographic locations

Rest of world

Revenue recognition (continued)

Disaggregation of revenue (continued)

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2021:

Processing fees

South Africa (1)

Rest of world

Technology products

Telecom products and services

Lending revenue

Insurance revenue

Account holder fees

Total revenue, derived from the following geographic locations

Rest of world

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2022:

Processing fees

Rest of world

Technology products

Telecom products and services

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of world

Total revenue, derived from the following geographic locations

Rest of world

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2021:

Revenue recognition (continued)

Disaggregation of revenue (continued)

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended September 30, 2021:

Processing fees

South Africa (1)

Rest of world

10 unchanged sentences

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, 2022 and 2021 was $ 0.9 million and $ 1.1 million, respectively.

The Company’s operating lease expense during the nine months ended March 31, 2022 and 2021 was $ 2.7 million and $ 2.9 million, respectively.

The Company does not have any significant leases that have not commenced as of March 31, 2022 .

The Company’s operating lease expense during the three months ended September 30, 2022 and 2021 was $ 0.8 million and $ 0.9 million, respectively.

The Company does not have any significant leases that have not commenced as of September 30, 2022 .

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, 2022 and 2021 , was $ 1.3 million and $ 1.0 million, respectively.

The Company’s short-term lease expense during the nine months ended March 31, 2022 and 2021 , was $ 3.9 million and $ 3.1 million, respectively.

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, 2022 and June 30, 2021 :

The Company’s short-term lease expense during the three months ended September 30, 2022 and 2021 , was $ 1.1 million and $ 1.3 million, respectively.

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, 2022 and June 30, 2022 :

September 30,

Right of use assets obtained in exchange for lease obligations:

1 unchanged sentence

Weighted average discount rate (percent)

The maturities of the Company’s operating lease liabilities as of March 31, 2022, are presented below:

The maturities of the Company’s operating lease liabilities as of September 30, 2022, are presented below:

Maturities of operating lease liabilities

Year ended June 30,

2022 (excluding nine months to March 31, 2022)

2023 (excluding three months to September 30, 2022)

Total undiscounted operating lease liabilities

4 unchanged sentences

Operating segments

Change to internal reporting structure and restatement of previously reported information

During November 2021, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures following the establishment of a new management team and the Company’s decision to focus primarily on the South African market.

The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on operational lines which group financial services provided to customers (consumers) into the Consumer operating segment and goods and services provided to corporate and other juristic entities into the Merchant operating segment.

Reallocation of certain activities among operating segments

During the second quarter of fiscal 2022, the Company reorganized its operating segments by combining financial services provided to consumers (primarily individuals) from the Financial services operating segment with processing activities provided for customers within the Consumer operating segment, and by allocating processing activities performed for merchants (primarily corporate and juristic customers) from the Processing operating segment to the Merchant operating segment.

Sales of hardware and licenses to customers (primarily corporate entities) included in the Technology operating segment have been allocated to the Merchant operating segment.

Lastly, processing activities performed outside of South Africa have been allocated from the Processing operating segment to the Other operating segment.

Segment results for the three and nine months ended March 31, 2022, reflect these changes to the operating segments.

Previously reported information has been restated.

Operating segments (continued)

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:

Consumer, Merchant and Other.

Consumer and Merchant operate mainly within South Africa and certain of the Company’s current and legacy activities outside of South Africa have been allocated to our Other operating segment.

The Company’s reportable segments offer different products and services and require different resources and marketing strategies but share the Company’s assets.

The Consumer 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.

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 or POS.

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 Merchant segment includes activities related to the provision of goods and services provided to corporate and other juristic entities.

The Company earns fees 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.

This segment also 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.

The Other segment includes our operations outside South Africa and IPG’s processing activities for the applicable period through to the year ended June 30, 2021.

Corporate/Eliminations includes the Company’s head office cost center and the amortization of acquisition-related intangible assets.

Operating segments (continued)

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31, 2022 and 2021, is as follows:

Reportable Segment

Inter-segment

From external customers

Total for the three months ended March 31, 2022

Total for the three months ended March 31, 2021

The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31, 2022 and 2021, is as follows:

A description of the Company’s operating segments is contained in Note 21 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2022.

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended September 30, 2022 and 2021, is as follows:

Reportable Segment

1 unchanged sentence

From external customers

Total for the nine months ended March 31, 2022

Total for the nine months ended March 31, 2021

Total for the three months ended September 30, 2022

Total for the three months ended September 30, 2021

The Company evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”).

The Company does not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to its reportable segments.

The Lease adjustments reflects lease charge excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments Segment Adjusted EBITDA to the Company’s loss before income tax expense.

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, 2022 and 2021, is as follows:

The Company does not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), other items (including gains or losses on disposal of investments, fair value adjustments to equity securities, stock-based compensation charges, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to its reportable segments.

The Lease adjustments reflect lease charges and the Stock-based compensation adjustments reflect stock-based compensation expense and are both excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as reconciling items to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense.

The reconciliation of the reportable segments’ measures of profit or loss to loss before income tax expense for the three months ended September 30, 2022 and 2021, is as follows:

Three months ended

Nine months ended

September 30,

Reportable segments measure of profit or loss

2 unchanged sentences

Lease adjustments

Stock-based compensation charge adjustments

Depreciation and amortization

Change in fair value of equity securities

Gain related to fair value adjustment to currency options

Gain on disposal of equity securities

Loss on disposal of equity-accounted investment - Bank Frick

Loss on disposal of equity-accounted investment

Gain on disposal of equity-accounted investments

Interest income

Interest expense

Loss before income taxes

Operating segments (continued)

Loss before income tax expense (benefit)

Operating segments (continued)

The following tables summarize supplemental segment information for the three and nine months ended March 31, 2022 and 2021:

The following tables summarize segment information that is prepared in accordance with GAAP for the three months ended September 30, 2022 and 2021:

Three months ended

Nine months ended

September 30,

Total reportable segment revenue

Segment Adjusted EBITDA

2 unchanged sentences

Lease adjustments

Stock-based compensation adjustments

Depreciation and amortization

6 unchanged sentences

Corporate/Eliminations

(1) Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2022, includes reorganization costs of $ 5.9 million (refer also 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.

5 unchanged sentences

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.

The South African corporate income tax rate is expected to reduce from 28 % to 27 % from July 1, 2022.

The change in the income tax rate has not been enacted as of March 31, 2022, and accordingly all deferred taxes assets and liabilities related to the Company’s South African operations are still recorded using the enacted corporate income tax rate of 28 %.

For the three and nine months ended March 31, 2022, 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.

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 5), 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.

The South African corporate income tax rate was expected to reduce from 28 % to 27 % from July 1, 2022.

The change in the income tax rate has not been enacted as of September 30, 2022, and accordingly all deferred taxes assets and liabilities related to the Company’s South African operations are still recorded using the enacted corporate income tax rate of 28 %.

Income tax (continued)

Income tax in interim periods (continued)

For the three months ended September 30, 2022, 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.

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.

Uncertain tax positions

The Company had no significant uncertain tax positions during the three months ended March 31, 2022, 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 had no significant uncertain tax positions during the three months ended September 30, 2022, and therefore, the Company had no accrued interest related to uncertain tax positions on its balance sheet.

The Company does no t 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.

1 unchanged sentence

federal jurisdiction.

As of March 31, 2022, 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.

As of September 30, 2022, 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, 2018.

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.

Commitments and contingencies

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 155.1 million ($ 10.7 million, translated at exchange rates applicable as of March 31, 2022) thereby utilizing part of the Company’s short-term facilities.

Nedbank has issued guarantees to these third parties amounting to ZAR 92.1 million ($ 5.1 million, translated at exchange rates applicable as of September 30, 2022) thereby utilizing part of the Company’s short-term facilities.

The Company pays commission of between 0.4 % per annum to 1.82 % per annum of the face value of these guarantees and does not recover any of the commission from third parties.

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, 2022.

The maximum potential amount that the Company could pay under these guarantees is ZAR 155.1 million ($ 10.7 million, translated at exchange rates applicable as of March 31, 2022).

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 155.1 million ($ 10.7 million translated at exchange rates applicable as of March 31, 2022).

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.

RMB has issued guarantees to these third parties amounting to ZAR 33.1 million ($ 1.8 million, translated at exchange rates applicable as of September 30, 2022) thereby utilizing part of the Company’s short-term facilities.

The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of September 30, 2022.

The maximum potential amount that the Company could pay under these guarantees is ZAR 125.2 million ($ 7.0 million, translated at exchange rates applicable as of September 30, 2022).

As discussed in Note 8, the Company has ceded and pledged certain bank accounts to Nedbank as security for the guarantees issued by them with an aggregate value of ZAR 95.1 million ($ 5.3 million, translated at exchange rates applicable as of September 30, 2022).

The guarantees have reduced the amount available under its indirect and derivative facilities in the Company’s short-term credit facilities described in Note 8.

Contingencies

1 unchanged sentence

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.

Subsequent events

2022 Acquisitions

April 2022 acquisition of Connect

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, “Connect”).

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 Connect.

The transaction closed on April 14, 2022.

The Company has commenced the purchase price allocation related to this transaction however the process had not been completed as of the date of filing this Quarterly Report on Form 10-Q on May 10, 2022.

The Company expects to include its preliminary allocation of the purchase consideration related to this acquisition in its audited financial statements to be included in its Annual Report on Form 10-K for the year ended June 30, 2022.

The total purchase consideration was ZAR 3.8 billion ($ 262.0 million), comprising ZAR 3.5 billion ($ 238.2 million) in cash and ZAR 0.4 billion ($ 23.9 million) in 3,185,079 shares of the Company’s common stock.

The 3,185,079 shares of common stock will be issued in three tranches on each of the first, second and third anniversaries of the closing and was calculated as ZAR 350.0 million divided by the sum of $ 7.50 multiplied by the closing date exchange rate (as defined in the Sale Agreement) of $1:ZAR 14.65165 .

The closing of the transaction was 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 was subject to entry into definitive financing agreements by each of Net1 SA and CCMS for an aggregate of ZAR 2.35 billion in debt financing provided by Rand Merchant Bank and satisfying the conditions precedent for funding thereunder, of which ZAR 1.1 billion relates to the financing agreements described below and ZAR 1.25 billion related to finance agreements signed between CCMS and RMB.

Of the ZAR 1.25 billion related to CCMS, ZAR 250 million related to new debt as part of the funding of the acquisition.

The definitive loan agreements became effective upon closing the transaction.

The South African competition authorities approved the transaction subject to certain public interest conditions relating to employment, increasing the spread of ownership by historically disadvantaged people (“HDPs”) and workers, and investing in supplier and enterprise development.

Further to increasing the spread of ownership by HDPs, Net1 is required to establish an employee share ownership scheme (“ESOP”) within 24 months of the implementation of the Connect acquisition, that complies with certain design principles for the benefit of the workers of the merged entity to receive a shareholding in Net1 equal in value to at least 3 % of the issued shares in Net1 at the date of the Connect acquisition.

If within 24 months of the implementation date of the transaction, Net1generates a positive net profit for three consecutive quarters, the ESOP shall increase to 5 % of the issued shares in Net1 at the date of the Connect acquisition.

The final structure of the ESOP is contingent on Net1 shareholder approval and relevant regulatory and governance approvals.

The ESOP had not been established as of May 10, 2022.

The Company believes that the acquisition significantly advances its vision to transform into the leading fintech platform for underserved consumers and merchants in South Africa.

The combination is strategically important because it combines complementary product offerings to drive stronger unit economics, facilitates expansion of the addressable market to informal MSMEs, Connect has an attractive financial profile with strong and profitable growth, merges highly skilled teams with complementary expertise and allows the combined group to better serve the underserved in South Africa through the provision of dignified financial services to people and businesses who are underserved by the financial system.

Subsequent events (continued)

New borrowings – South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (Facility G and Facility H) and a short-term facility (Facility E)

Long-term facilities - Facility G and Facility H

The Company, through Net1 SA, entered into a Fourth Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Common Terms Agreement, a Senior Facility G Agreement and a Senior Facility H Agreement (collectively, the “Loan Documents”) with RMB and Main Street 1692 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties.

The Loan Documents were further amended through letter agreements, which form part of the Loan Documents, in March 2022 and the disclosure in this note includes the amended terms.

Net1 agreed to guarantee the obligations of Net1 SA to the Lenders.

The Loan Documents became effective upon closing the transaction and the Company drew down on the facilities on April 14, 2022.

The Loan Documents contain customary covenants that require Net1 SA to maintain a specified total asset cover ratio, maintain group cash balances (as defined in the Loan Documents) above ZAR 300.0 million, and restrict the ability of Net1, Net1 SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities.

The group cash balances may go below ZAR 300 million to the extent equivalent credit support is provided by the VCP Investment Fund and/ or VCP Investment Portfolios (“VCP Investors”), and such support exceeds ZAR 350 million, but such reduction below ZAR 300 million is limited by a further ZAR 80 million to ZAR 220 million.

Pursuant to the Senior Facility G Agreement, Net1 SA may borrow up to an aggregate of ZAR 768.975 million (“Facility G”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs.

Facility G is required to be repaid on the date which is 18 months after the first utilization of Facility G.

Interest on Facility G is payable quarterly in arrears based on the 3-month Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time plus a margin of (i) 3.00 % per annum for the first nine months occurring after the effective date (as defined in the Loan Documents);

and then (ii) from the date after the nine month period in (i), (x) 2.50 % per annum if the Facility G balance outstanding is less than or equal to ZAR 250.0 million, or (y) 3.00 % per annum if the Facility G balance is between ZAR 250.0 million to ZAR 450.0 million, or (z) 3.50 % per annum if the Facility G balance is greater than ZAR 450.0 million.

The interest rate shall increase by a further 2.00 % per annum in the event of default (as defined in the Loan Documents).

Net1 SA paid a non-refundable deal origination fee of ZAR 11.25 million to the Lenders related to Facility G on closing.

Pursuant to the Senior Facility H Agreement, Net1 SA may borrow up to an aggregate of ZAR 350.0 million (“Facility H”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs.

Facility H is required to be repaid on the date which is 18 months after the first utilization of Facility H.

Interest on Facility H is payable quarterly in arrears based on JIBAR in effect from time to time plus a margin of 2.00 % per annum which increases by a further 2.00 % per annum in the event of default (as defined in the Loan Documents).

Net1 SA paid a non-refundable deal origination fee of ZAR 5.25 million to the Lenders related to Facility H on closing.

Facility G and Facility H are secured by a pledge of certain of the Company’s bank accounts, and the cession of Net1’s shareholding in certain of its subsidiaries.

The Facility H Agreement provides the Lenders with a right to discuss the capitalization of the Net1 group with its management and Value Capital Partners Proprietary Limited (“VCP”) if Net1’s market capitalization on the NASDAQ Global Select Market (based on the closing price on the NASDAQ Global Select Market) on any day falls below the USD equivalent of ZAR 3.250 billion (or such other amount agreed by the parties).

VCP is required to maintain an asset cover ratio above 5.00 :1.00, calculated as the total VCP investment fund net asset value (as defined in the Facility H agreement) divided by the Facility H borrowings outstanding, measured as of March, June, September and December each year (as applicable) (each a “Measurement Date”).

The Lenders require Net1 SA to deliver a compliance certificate procured from VCP as of each applicable Measurement Date, which shows the computation of the asset cover ratio.

Subsequent events (continued)

Connect’s borrowing

The Company, through CCMS, entered into a Facilities Agreement (the “CCMS Facilities Agreement”) with RMB in January 2022.

The CCMS Facilities Agreement was further amended through letter agreements, which form part of the CCMS Facilities Agreement, in March and April 2022, respectively, and the disclosure in this note includes the amended terms.

The CCMS Facilities Agreement became effective upon closing the transaction.

The CCMS Facilities Agreement provides for total facilities of ZAR 1.3 billion comprising a Facility A term loan of ZAR 700 million (“Facility A Loan”), a Facility B term loan of ZAR 350 million (“Facility B Loan”), and a general banking facility of ZAR 205.0 million.

The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023.

CCMS paid a non-refundable structuring fee of approximately ZAR 4.8 million in April 2022.

Interest on the loans is payable quarterly based on JIBAR plus a margin in effect from time to time.

On April 14, 2022, the CCMS utilized the entire amount of Facility A and Facility B and approximately ZAR 211.0 million of the general banking facility to repay its existing borrowings and to settle obligations under the Sales Agreement.

Principal repayments related to the Facility A Loan and the Facility B Loan are due at the end of each of the Company’s fiscal quarters.

The table below presents payments due within the twelve months ended March 31, for each of the periods specified:

Facility A Loan

Facility B Loan

Total facility

Repayments due within the twelve months ended:

March 31, 2023

March 31, 2024

March 31, 2025

March 31, 2026

March 31, 2027

March 31, 2028

Borrowings under the CCMS Facilities Agreement are secured by a pledge by CCMS of, among other things, all of its equity shares, its entire equity interests in equity securities it owns and any claims outstanding.

The CCMS Facilities Agreement contains customary covenants that require CCMS to maintain a specified debt service and interest cover and leverage ratio.

Interest on the Facility A Loan and the Facility B Loan is payable quarterly in arrears based on the Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time for the interest period (as defined in the CCMS Facilities Agreement) plus a margin of (i) 4.00 % per annum while the leverage ratio is greater than or equal to 3.50 times;

(ii) 3.75 % per annum while the leverage ratio is between 2.50 times and 3.50 times, or (iii) 3.40 % per annum while the leverage ratio is less than or equal to 2.50 times.

VCP Securities Purchase Agreement

On March 22, 2022, Net1 and Net1 SA entered into a Securities Purchase Agreement (the “VCP Agreement”) with Value Capital Partners Proprietary Limited (“VCP”) whereby VCP will procure that one or more funds under its management (the “Purchasing Funds”) will subscribe for, and Net1 will have the obligation to issue and sell to the Purchasing Funds, ZAR 350.0 million of common stock of Net1 if (i) an event of default occurs under Facility G or Facility H, (ii) Net1 SA fails to pay all outstanding amounts in respect of Facility H on the maturity date of such facility, or (iii) the market capitalization of Net1 on the Nasdaq Global Select Market (based on the closing price on such exchange) falls and remains below the U.S.

dollar equivalent of ZAR 2.6 billion on more than one day.

The VCP Agreement contains customary representations and warranties from Net1 and VCP and covenants from Net1 and Net1 SA.

In connection with the VCP Agreement, Net1 SA agreed to pay VCP a commitment fee in an amount equal to ZAR 5.25 million.

Additionally, Net1, Net1 SA and VCP entered into a Step-In Rights Letter on March 22, 2022 with RMB, which provides RMB with step in rights to perform the obligations or enforce the rights of Net1 and Net1 SA under the VCP Agreement to the extent that Net1 and Net1 SA fail to do so and do not remedy such failure within two business days of notice of such failure.

Grant of shares of restricted stock to Connect employees

On April 14, 2022, the Company granted 1,250,486 shares of restricted stock to employees of Connect pursuant to the Sale Agreement.

The award includes an equalization mechanism to maintain a return of $ 7.50 per share of restricted stock upon vesting through the issue of restricted stock units.

The conversion of restricted stock units to shares cannot exceed 50 % under the terms of the award.

The Company has not finalized the accounting for the grant of these equity awards and expects to conclude this matter together with its purchase accounting process referenced above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements