Item 7. Management’s Discussion and Analysis
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
The following
discussion and
analysis should
be read
in conjunction
with Item
8—“Financial Statements
and Supplementary
Data.” In
addition
to historical
consolidated
financial
information,
the following
discussion
and
analysis contains
forward-looking
statements that involve risks, uncertainties and assumptions. See Item 1A—
“Risk Factors” and “Forward Looking Statements.”
U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
non-GAAP
measures
and
provide
reconciliations
to
the
most
directly
comparable
GAAP
measures.
We
discuss
why
we
consider
it
useful
to
present these non-GAAP
measures and the
material risks and
limitations of these
measures, as well
as a reconciliation
of these non-
GAAP measures
to the
most directly
comparable GAAP
financial measure
below at
“—Results of Operations
—Use of Non-GAAP
Measures” below.
Overview
We are a provider of financial technology,
or fintech, products and services to unbanked and underbanked individuals and small
businesses, predominantly
in South Africa.
We
have developed and
own most of
our payment technologies,
and where possible,
we
utilize this technology to
provide financial and
value-added services to
our customers by
including them in the
formal financial system.
Sources of Revenue
We
generate our
revenues by
charging
transaction fees
to merchants,
financial service
providers, utility
providers, bill
issuers
and consumers;
by selling
pinned airtime
to merchants;
by providing
loans to
merchants and
consumers, and
insurance products
to
consumers and by selling hardware, licensing software and providing
related technology services to merchants.
We act
as a service provider whereby we
own and operate the technology and
apply it in a system ourselves,
charging one-time
and ongoing fees for the use of the system either on
a fixed or ad valorem basis. For instance, through
the acquisition of Connect, we
now provide cash management and payment services to merchant customers through a digital vault (safe asset) which is located at the
customer’s premises and
generate processing revenue from
the provision of these services.
We also
offer merchant customers
access
to platforms through
which we (a) generate
revenue from the sale
of prepaid airtime and
(b) generate fees from
distribution of VAS,
including prepaid
airtime, prepaid
electricity,
gaming voucher,
and other
services, to
users of
our platforms.
We
also generate
fees
from debit
and credit
card transaction
processing and
interest revenue
from qualifying
merchant
customers
who are
able to
access
short-term loans. The revenue and costs associated with these services and
sales are included in our merchant operating segment.
We
provide consumers with
bank accounts from
which we generate
a monthly fee
and also charge
fees on an ad
valorem basis
for goods
and services
purchased. Usage
of our
bank accounts
also provides
our customers
with access
to short-term
loans and
life
insurance products.
We
also generate
fees from
consumers utilizing
our ATM
network. The
revenue and
costs associated
with this
approach are reflected in our consumer operating segment.
Developments during Fiscal 2023
Fiscal 2023 represents a milestone for Lesaka. We
made significant progress in our turnaround strategy and delivered continued
growth for Lesaka despite challenging macroeconomic and socio-political
conditions.
We
reported a
net loss
attributable to
us of
$35.1 million
(ZAR 629.2
million) during
fiscal 2023
compared with
a net
loss of
$43.9 million (ZAR 666.8 million) during fiscal 2022. Our Consumer Division (“Consumer”) returned to
profitability and contributed
three
sequential
quarters
of
positive
Segment
Adjusted
EBITDA,
with
our
Merchant
Division
“(Merchant”)
continuing
to
display
strong
growth
and
Segment
Adjusted
EBITDA
profitability
during
the
entire
fiscal
year.
We
delivered
Group
Adjusted
EBITDA
profit,
a non-GAAP measure, of ZAR 497.6 million ($27.7 million) in fiscal 2023, compared with a Group Adjusted EBITDA loss of
ZAR 267.7
million ($17.6
million) in
fiscal 2022, demonstrating
successful execution
against a
carefully considered
transformation
and growth strategy.
Group Adjusted EBITDA
is a non-GAAP measure,
refer to reconciliation below
at “—Results of Operations—
Use of Non-GAAP Measures”.
Our mission at Lesaka is
to enable merchants to compete and
grow, and to improve the lives of
South Africa’s grant beneficiaries
by providing access
to innovative financial
technology and value
creating solutions. We
achieve this through our
vision to build
and
operate the
leading full-service
fintech platform
in Southern
Africa, offering
cash management,
payment processing,
Value
Added
Services (“VAS”),
capital and financial services to merchants and underserved consumers.
28
Merchant Division outperformance
Our Merchant Division has
shown significant growth in our offering
to MSME, which is supported
by the robust secular trends
underpinning financial inclusion, cash management and digitalization
for MSMEs.
Performance in our Merchant division has been driven by:
●
Kazang, which is our VAS and Supplier Payments Business, has seen
strong adoption by MSMEs in
the informal sector, with
a 47% year-on-year
growth in the
number of devices
deployed. We
had approximately
75,000 devices deployed
as of June
30, 2023, compared to approximately 51,000 devices one year ago;
●
We
provide card acquiring
solutions in the informal
sector via Kazang
Pay and in
the formal sector we
provide this service
through
Card
Connect.
Card-enabled
POS
devices
increased
to
approximately
44,900
as
of
June
30,
2023,
compared
to
approximately 22,650 a year ago, a growth of 98% in deployed devices;
●
We provide merchants access to credit through Capital
Connect and Kazang Pay
Advance. We continue to see strong demand
for this merchant
credit offering
and disbursed
just over ZAR
1.0 billion
during the
year, compared
to approximately
ZAR
0.6 billion in the comparable period last year, representing
growth of 62%.
●
Our automated cash management and payments business, Cash
Connect, effectively puts the “bank” in approximately
4,390
merchants’ stores (compared to approximately 4,080 merchants’
stores a year ago). Cash
Connect is a provider of
robust cash
vaults in the
formal sector,
and is building
a presence
in the informal
sector.
Cash Connect enables
our merchant
customer
base to significantly mitigate their operational risks pertaining to cash management
and security.
Consumer Division contributing sequential positive Segment Adjusted EBITDA
and poised for growth
Over the past four quarters we have consistently referenced the
three levers underpinning our strategy of returning the Consumer
Division
to
profitability
-
growing
active
EasyPay
Everywhere
(“EPE”)
account
numbers,
increasing
average
revenue
per
user
(“ARPU”) through cross-selling and cost optimization.
The progress on our three key initiatives is as follows:
●
Driving customer acquisition
○
Our total active EPE transactional account base
stood at approximately 1.3 million at
the end of June 2023,
of which
approximately
1.1 million
(or approximately
85%) are
permanent grant
recipients. The
balance
comprises Social
Relief of
Distress (“SRD”)
grant
recipients, which
was introduced
during the
COVID pandemic
and extended
in
calendar 2023. As of the end of June
2023, we increased our permanent grant account base by 2% on
a net basis and
our
total
grant
base
by
10%
on
a
net
basis,
compared
to
the
prior
year.
The
net
growth
of
our
permanent
grant
recipient base has
been slower
than anticipated as
we continue to
transition the business
into a
sales driven, customer-
centric, financial services provider.
○
Our priority
is to grow
our permanent
grant recipient
customers base,
where we
can build
deeper relationships
by
offering other products such as insurance and lending. We do not offer the same breadth of service to the SRD grant
base due to the temporary nature of the grant.
○
We continue to focus our efforts on designing and implementing products and services that we believe will enhance
the lives of these people and their families. This in turn should improve account
activation and utilization.
●
Progress on cross
selling
EasyPay Loans
o
We originated approximately 850,000 loans in fiscal 2023 with our net consumer loan book increasing 19% to ZAR
415
million
as
of
June
30,
2023,
compared
to
ZAR
349
million
as
of
June
30,
2022.
The
loan
conversion
rate
continues to
improve following
the implementation
of a
number of
targeted loan
campaigns over
the last
quarter.
The portfolio loss ratio,
calculated as the loans
written off during the
period as a percentage
of the total loan book,
remains encouragingly low at approximately 6% per annum.
EasyPay Insurance
o
Our insurance product sales
continues
to grow and
is a material
contributor to the
improvement in our
overall ARPU.
We
have been
able to improve
customer penetration
to approximately
30% of our
active permanent
grant account
base as of June 30, 2023, compared to just below 20% as of June 30, 2022. Over 124,700 new policies were written
during fiscal 2023, compared to approximately 27,600 in the comparable period in fiscal 2022. The total number of
active policies has
grown by 36%
to approximately 335,000 policies
as of June
30, 2023, compared to
June 30, 2022.
o
We
have experienced
a reduction in
the number of
insurance claims incurred
following the cancellation
of certain
offerings and also as a result of reduction in the number of pandemic
-related deaths.
29
ARPU
o
ARPU for our
permanent client base
has increased
to approximately ZAR
80 for the
fourth quarter of
fiscal 2023,
from approximately ZAR 74 in the fourth quarter of fiscal 2022.
●
Cost optimization
o
Successful execution
of the
cost optimization
initiatives has
contributed
to our
achievement of
three consecutive
quarters of positive
Segment Adjusted EBITDA.
These initiatives included
branch rationalizations, deployment
of
our
ATMs
in
third
party
merchant
stores
and
reductions
in
our
cash
management
expenditures.
We
continue
to
evaluate
and
implement
further
optimization
measures,
particularly
around
our
branch
infrastructure
and
ATM
network, as we grow our Consumer Division.
Strengthening our relationships with key
stakeholders
We continue to build our relationship with the South African Social Security Agency (“SASSA”) through proactive engagement
at a local, provincial, and national level.
We
have
also
made
good
progress
in
enhancing
our
relationships
with
our
shareholders,
regulators,
suppliers
and
other
key
participants across our industry.
Economic Environment and Impact of loadshedding
The
trading
environment
remains
challenging
in
South
Africa.
High
interest
rates,
inflation
and
unemployment
are
being
compounded by daily power
cuts (known as load-shedding
in South Africa). The power
disruptions adversely impact our
customers,
especially in our
Merchant Division, where
they lose valuable
trading hours if
they do not
have access to
alternative power supplies
and
back-up
facilities
to
process
electronic
payments
and
value-added
services.
The
negative
impact
is,
however,
to
some
extent
mitigated as our customer base is geographically diversified, and the rotational nature of load-shedding results in
localized power cuts
over shorter time periods.
According to data published by EskomSePush, our customers experienced significantly higher level of load-shedding during the
first six months of calendar 2023 of just over five hours, on average, per day,
compared with just over two hours, on average,
per day
during calendar 2022. Specifically, these power cuts intensified during
the fourth quarter of
fiscal 2023, frequently exceeding 10 hours
per day.
This deterioration
has severely
impacted our
merchant’s
ability to
make up
lost trading
hours and
recharge back
up power
supplies where available.
Notwithstanding
the
challenging
operating
environment
our
teams
have
delivered
growth
in
the
Merchant
and
Consumer
Divisions, demonstrating the resilience of our business model which is firmly underpinned by
the relevance and value of our offering
to our target market.
Improvement in our Broad Based Black Economic
Empowerment (“B-BBEE”) rating to level 5
B-BBEE is
key
strategic priority
for us.
Achievement
of B-BBEE
objectives
is measured
by a
scorecard which
establishes a
weighting
for
various
elements.
Scorecards
are
independently
reviewed
by
accredited
BEE
verification
agencies
which
issue
a
certificate that presents
an entity’s
BEE Contributor Status
Level, with level 1
being the highest and
“no rating” (a level
below level
8) as the lowest.
During fiscal 2023, we
made significant progress in terms
of improving our empowerment credentials
and are pleased
to report
that our
independently
verified
B-BBEE rating
has improved
to a
level 5
rating from
a level
8 rating.
Together
with the
various other B-BBEE initiatives and programmes being
rolled out, including our Youth
Employment Services (“YES”) programme,
we aim to achieve a level 4 rating by the end of fiscal year 2024.
Employee Share Ownership Plan (“ESOP”)
Under
the
South
African
Competition
Tribunal’s
approval
of
the
Connect
acquisition,
we
are
required
to
establish
an
ESOP
within 36 months of
the implementation of the
transaction that complies with certain
design principles. This will
benefit the workers
of the merged
entity and result in
them receiving a shareholding
in our company equal
in value to at
least 3% of the
issued shares in
our company as of April 14, 2022. If within 24 months of the implementation date of the transaction, we generate a positive net profit
for three consecutive
quarters, the
ESOP shall
increase to
5% of
the issued
shares in
our company
as of
April 14,
2022. We
expect
that the majority
of our South African
workforce will be
eligible to participate
in the ESOP.
We
expect that participating
employees
will be required
to earn the
shares awarded over
a period of
time, currently
estimated at approximately
seven years,
but this vesting
period, as well as other
terms of ESOP,
have not been finalized
as of the date of
filing this Annual Report
on Form 10-K and
will be
subject to shareholder approval.
We
currently
expect to
issue up
to 5%
of our
issued share
capital to
the ESOP
and
we believe
that this
transaction
will be
a
qualifying transaction under South Africa’s Broad Based Black Economic Empowerment
Act, and is a key strategic imperative for us
in achieving a target BBEE level 4 rating by 30
June 2024. We are
pleased to report that we progressed well on this
initiative and are
confident that we will achieve this condition of the Connect acquisition within
the time frames agreed.
30
Critical Accounting Policies
Our audited consolidated
financial statements have
been prepared in accordance
with U.S. GAAP,
which requires management
to
make
estimates
and
assumptions
about
future
events
that
affect
the
reported
amount
of
assets
and
liabilities
and
disclosure
of
contingent
assets and liabilities. As future
events and their effects
cannot be determined with
absolute certainty,
the determination of
estimates requires
management’s
judgment based
on a
variety of
assumptions and
other determinants
such as
historical experience,
current
and
expected
market
conditions
and
certain
scientific
evaluation
techniques.
Management
believes
that
the
following
accounting policies
are critical due
to the degree
of estimation required
and the impact
of these policies
on the understandi
ng of the
results of our operations and financial condition.
Business Combinations and the Recoverability of Goodwill
A significant component
of our growth
strategy is to acquire
and integrate businesses
that complement
our existing operations.
The purchase
price of
an acquired
business is
allocated to
the tangible
and intangible
assets acquired
and liabilities
assumed
based
upon their estimated
fair value at the
date of purchase.
The difference between
the purchase price and
the fair value of
the net assets
acquired is
recorded as goodwill.
In determining
the fair value
of assets acquired
and liabilities assumed
in a business
combination,
we use various
recognized valuation methods, including
present value modeling.
Further, we make assumptions
using certain valuation
techniques, including discount rates and timing of future cash flows.
We review the carrying value of goodwill annually
or more frequently if circumstances indicating impairment have occurred. In
performing this review,
we are required to estimate
the fair value of goodwill that
is implied from a valuation of
the reporting unit to
which the goodwill
has been allocated
after deducting the
fair values of
all the identifiable
assets and liabilities
that form part
of the
reporting
unit.
The determination
of
the fair
value
of a
reporting
unit requires
us
to
make
significant
judgments
and estimates.
In
determining the fair value of reporting units for
fiscal 2023
and 2022, we considered entity-specific growth rates, future expected cash
flows
to
be
used
in
our
discounted
cash
flow
model,
and
the
weighted-average
cost
of
capital
applicable
to
peer
and
industry
comparables of the reporting units.
We base
our estimates on assumptions
we believe to be reasonable
but that are unpredictable and
inherently uncertain. In addition, we make
judgments and assumptions in allocating assets
and liabilities to each of
our reporting units.
The results of our impairment tests during fiscal 2023
indicated that the fair value of our reporting units exceeded
their carrying
values,
with
the
exception
of
the
$7.0
million
of
goodwill
impaired
during
fiscal
2023,
as
discussed
in
Note
10
to
our
audited
consolidated financial statements. The
results of our impairment tests
during fiscal 2022
indicated that the fair value
of our reporting
units exceeded their carrying values and so did not require impairment.
Intangible Assets Acquired Through Acquisitions
The
fair values
of the
identifiable
intangible
assets acquired
through
acquisitions
were determined
by management
using
the
purchase
method
of accounting.
We
completed
the acquisition
of
Connect
during
fiscal 2022
where
we
identified
and
recognized
intangible assets. We
used the relief
from royalty
method to value
identified brands
and the multi-period
excess earnings method
to
value the
integrated platform
and identified
customer relationships.
We
have used
the relief
from royalty
method, the
multi-period
excess earnings method, the income approach and the cost approach
to value other historic acquisition-related intangible assets. In so
doing,
we
made
assumptions
regarding
expected
future
revenues
and
expenses
to
develop
the
underlying
forecasts,
applied
contributory asset charges, discount rates, exchange rates,
cash tax charges and useful lives.
The valuations were based on information available at the
time of the acquisition and the expectations and
assumptions that were
deemed reasonable by us. No assurance can be given, however,
that the underlying assumptions or events associated with such assets
will occur as
projected. For these
reasons, among others,
the actual cash
flows may vary
from forecasts of
future cash flows.
To
the
extent actual cash flows vary, revisions to the useful life or impairment of intangible assets may be necessary.
Management assess the
useful life of
the acquired intangible
assets upon initial
recognition and revisions
to the useful
life or impairment
of these intangible
assets may be necessary in the future.
Revenue recognition – principal versus agent considerations
We generate
revenue from the provision of transaction-processing
services through our various platforms
and service offerings.
We
use
these
platforms
to
(a)
sell
prepaid
airtime
and
(b)
distribute
VAS,
including
prepaid
airtime,
prepaid
electricity,
gaming
voucher, and other services, to
users of our
platforms. The determination
of whether we
act as
a principal or
as an agent
when providing
these services
requires a
significant amount
of judgement
and is based
on whether
(i) we
are primarily
responsible for
fulfilling the
promise to provide the specified goods or service, (ii) we have inventory risk before the specified good
or service has been transferred
to a customer
and (iii) we
have discretion
in establishing
the price
for the specified
good or
service. When
we are the
principal in
a
transaction,
such as
when we
purchase (and
thus control
and assume
inventory risk)
prepaid airtime
before selling
it to
customers
utilizing our platform,
revenue is reported
on a gross
basis. When we
are an agent
in a transaction,
such as when
we distribute VAS
on behalf of our customers, and do not control the good or service to be provided, revenue is recognized
based on the amount that we
are contractually entitled to receive for performing the distribution
service on behalf of our customers using our platform.
31
Valuation
of investment in Cell C
We have elected to measure
our investment in
Cell C, an
unlisted equity security, at fair
value using the
fair value option.
Changes
in
the
fair
value
of
this
equity
security
are
recognized
in
the
caption
“change
in
fair
value
of
equity
securities”
in
our
audited
consolidated statements of operations. The tax impact related to the change in
fair value of equity securities is included in income tax
expense in our audited
consolidated statements of operation.
The determination of
the fair value of this
equity security requires us
to
make significant judgments
and estimates.
We base our estimates
on assumptions we
believe to be
reasonable but that
are unpredictable
and inherently uncertain. Refer
to Note 6
of our audited consolidated
financial statements regarding the
valuation inputs and
sensitivity
related to our investment in Cell C.
We used a discounted cash flow model to determine the fair value of our investment in Cell C as of June 30, 2023 and 2022, and
valued Cell C at
$0.0 (zero) as
of each of
June 30, 2023
and 2022. We
utilized the latest approved
business plan provided
by Cell C
management for
the period
ended December
31, 2025,
for the
June 30,
2023
and 2022
valuations, and
the following
key valuation
inputs were used:
Weighted Average
Cost of Capital:
Between 20% and 31% over the period of the forecast
Long-term growth rate:
4.5% (3% as of June 30, 2022)
Marketability discount:
20% (10% as of June 30, 2022)
Minority discount:
24% (15% as of June 30, 2022)
Net adjusted external debt - June 30, 2023:
(1)
ZAR 8.1 billion ($0.4 billion), no lease liabilities included
Net adjusted external debt - June 30, 2022:
(2)
ZAR 13.5 billion ($0.8 billion), no lease liabilities included
(1) translated from ZAR to U.S. dollars at exchange rates applicable
as of June 30, 2023.
(2) translated from ZAR to U.S. dollars at exchange rates applicable
as of June 30, 2022.
We
believe the
Cell C
business plan
is reasonable
based on
the current
performance and
the expected
changes in
the business
model. Refer to the sensitivity analysis included in
Note 6 to our audited consolidated financial statements
related to our valuation of
Cell C as of June 30, 2023.
Recoverability of equity securities and equity-accounted investments
We
review our
equity securities
and equity-accounted
investments for
impairment whenever
events or
circumstances indicate
that the
carrying amount
of the
investment may
not be
recoverable.
In performing
this review,
we are
required to
estimate the
fair
value of our
equity-accounted investments and other
equity securities. The
determination of the
fair value of
these investments requires
us to make significant judgments and estimates.
Other equity securities include our investments in MobiKwik and CPS. These equity securities do not have readily determinable
fair
values
and
therefore
we
have
elected
to
measure
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.
If
we
identify an impairment indicator related
to these equity
securities, we are required
to assess the
carrying value of these
equity securities
against their fair
value. We
did not identify
any impairment indicators
during each
of fiscal 2023,
2022
and 2021,
and therefore did
not recognize any impairment losses related to these equity securities during
those years.
The determination of the fair value of an investment requires us to make significant judgments and estimates. We are required to
base our
estimates on
assumptions
which we
believe to
be reasonable,
but these
assumptions may
be unpredictable
and inherently
uncertain.
The Company did not
identify any observable transactions during
either of the
years ended June 30,
2023
and 2022, and therefore
there was no
change in the
fair value of
MobiKwik during
the year.
During the year
ended June 30,
2021, MobiKwik
entered into a
number of separate
agreements with new
shareholders to raise
additional capital through the
issuance of additional
shares. Specifically,
we used the
following transactions as
the basis for
our fair value
adjustments to our
investment in MobiKwik
during the year
ended
June 30, 2021: (i) in
early November 2020, $135.54 per
share; (ii) in March 2021, $170.33
per share; and (iii) in June
2021, $245.50
per share. We
considered each of these transactions to
be an observable price change in
an orderly transaction for similar or
identical
equity securities issued by MobiKwik. Accordingly,
the carrying value of our investment in MobiKwik increased
from $27.0 million
as of June 30, 2020, to $76.3 million as of June 30, 2021. The change in the fair value
of MobiKwik for the year ended June 30, 2021,
of
$49.3
million,
is
included
in
the
caption
“Change
in
fair
value
of
equity
securities”
in
our
audited
consolidated
statement
of
operations for the year ended June 30, 2021.
We did
not identify any impairment indicators
during fiscal 2022 and therefore
did not recognize any impairment
losses related
to our
equity-accounted investments
during that
year.
We
performed impairment
assessments
during fiscal
2023
and 2021,
for our
investment in
Finbond Group
Limited “(Finbond”)
following the
identification of
certain impairment
indicators. The
results of
our
impairment tests during
fiscal 2023
and 2021, resulted
in impairments of
$1.1 million and
$21.1 million, respectively,
related to our
equity-accounted investments. These impairments are discussed in
Note 9 to our audited consolidated financial statements.
32
For fiscal 2023, in determining the fair value of Finbond,
as it is listed on the Johannesburg Stock Exchange,
its market price as
of the impairment assessment dates,
adjusted for a liquidity discount
of 25%. For fiscal 2021,
in determining the fair value of
certain
of our equity-accounted investments, we
have considered (i) for Finbond
specifically, its market price as of the
impairment assessment
date, adjusted for a liquidity discount of 15%,
and (ii) the net asset
value of the equity-accounted investment being assessed as a proxy
of fair value because reasonable cash flow forecasts were not available.
We
base our estimates on
assumptions we believe to
be reasonable but that
are unpredictable and inherently
uncertain. The fair
value of our investment in Finbond is sensitive to movements in its market price, which is quoted in ZAR, because we use the market
price as the basis of our valuation.
Deferred Taxation
We
estimate
our
tax
liability
through
the
calculations
done
for
the
determination
of
our
current
tax
liability,
together
with
assessing temporary
differences
resulting
from the
different
treatment of
items for
tax and
accounting purposes.
These differ
ences
result in deferred tax assets and liabilities which are disclosed on our balance
sheet.
Management then
has to assess
the likelihood
that deferred tax
assets are more
likely than not
to be realized
in the foreseeable
future. A valuation allowance is
created if it is determined
that a deferred tax asset will not
be realized in the foreseeable
future. Any
change to the valuation allowance
would be charged or
credited to income in the period
such determination is made. In
assessing the
need for a valuation allowance,
historical levels of income, expectations
and risks associated with estimates of
future taxable income
and ongoing prudent and
practicable tax planning strategies
are considered. During fiscal 2023
and 2022, respectively we recorded
a
net decrease
of $8.0 million
and $1.7 million,
to our valuation
allowance, and during
fiscal 2021 we
recorded a net
increase of $1.5
million. As of June 30,
2023 and 2022, the valuation
allowance related to deferred
tax assets was $109.1 million
and $117.1 million,
respectively.
Stock-based Compensation
Management is required to make estimates and assumptions related to our valuation and recording of stock-based
compensation
charges under
current accounting
standards. These standards
require all share-based
compensation to employees
to be recognized
in
the
statement
of
operations
based on
their
respective
grant date
fair
values
over
the requisite
service
periods
and
also
requires
an
estimation of forfeitures when calculating compensation expense.
We utilize the Cox Ross
Rubinstein binomial model to
measure the fair
value of stock
options granted to
employees and directors.
We
have also utilized
a bespoke adjusted Monte
Carlo simulation discounted
cash flow model to
measure the fair value
of restricted
stock with market
conditions granted to
employees and directors.
The stock-based compensation
cost related to
these valuations has
been
recognized
on
a
straight-line
basis.
These
valuation
models
require
estimates
of
a
number
of
key
valuation
inputs
including
expected volatility, expected dividend yield, expected term and
risk-free interest rate. Our
management has estimated forfeitures based
on
historic
employee
behavior
under
similar
compensation
plans.
The
fair
value
of
stock
options
is
affected
by
the
assumptions
selected. The fair value calculation is especially sensitive
to our valuation assumption with respect to expected volatility. For instance,
a 5% increase (to 55%) or decrease (to 45%) in the expected volatility used (of 50%) to value stock options granted in February 2022,
would
result
in a
charge
that was
9%
higher
(if 55%
were used)
or 9%
lower (if
45%
were used).
Net
stock-based
compensation
expense from continuing operations was $7.3 million, $3.0 million and $0.3
million for fiscal 2023, 2022 and 2021, respectively.
33
Accounts Receivable and Allowance for Doubtful Accounts Receivable
We maintain an allowance for doubtful accounts receivable
related to our Merchant
and Consumer segments with respect
to sales
or rental
of hardware,
support and
maintenance
services provided;
or sale
of licenses
to customers;
or the
provision of
transaction
processing services to our customers.
Our
policy
is
to
regularly
review
the
aging
of
outstanding
amounts
due
from
customers
and
adjust
the
provision
based
on
management’s estimate of
the recoverability of the amounts outstanding.
Management
considers
factors including
period outstanding,
creditworthiness
of the
customers, past
payment
history and
the
results
of
discussions
by
our
credit
department
(and
in
some cases
including
our
sales and
finance
teams)
with
the
customer.
We
consider this policy to be appropriate taking into account factors such as historical
bad debts, current economic trends and changes in
our customer
payment patterns.
Additional provisions
may be
required should
the ability
of our
customers to
make payments
when
due
deteriorate
in
the
future.
Judgment
is
required
to
assess
the
ultimate
recoverability
of
these
receivables,
including
ongoing
evaluation of the creditworthiness of each customer.
Lending
Merchant lending
We maintain
an allowance for doubtful finance loans
receivable related to our Merchant services
segment with respect to short-
term loans
to qualifying
merchant
customers.
Our policy
is to
regularly
review
the ageing
of outstanding
amounts due
from
these
merchants and
an allowance is
created for
the full amount
outstanding if
the customer is
in arrears for
more than 15
days. We
write
off
loans and
related
interest and
fees when
it is
evident
that reasonable
recovery
procedures,
including
where
deemed
necessary,
formal legal action, have failed.
Our
risk
management
procedures
include
adhering
to
our
proprietary
lending
criteria
which
uses
an
online-system
loan
application process, obtaining necessary customer transaction-history data and credit bureau checks.
We consider these procedures to
be
appropriate
because
it takes
into
account
a
variety
of
factors
such
as the
customer’s
credit
capacity
and
customer-specific
risk
factors when originating a loan.
Consumer microlending
We maintain an allowance for doubtful finance
loans receivable related to our Consumer services segment with respect to short-
term loans to qualifying customers.
Our policy is to
regularly review the ageing
of outstanding amounts due from
borrowers and adjust
the provision based on management’s
estimate of the recoverability of finance loans receivable. We
write off microlending loans and
related service fees if a borrower is in arrears with repayments for more than three months or
dies.
Credit bureau checks as well as an affordability test are
conducted as part of the origination process, both of which being in
line
with local regulations. We consider this policy to be appropriate because the affordability
test we perform takes into account a variety
of
factors
such
as
other
debts
and
total
expenditures
on
normal
household
and
lifestyle
expenses.
Additional
allowances
may
be
required should the ability of our customers to make payments when
due deteriorates in the future. A significant amount of
judgment
is required to assess the ultimate recoverability of these
finance loan receivables, including ongoing evaluation of the creditworthiness
of each customer.
Recent Accounting Pronouncements
Recent accounting pronouncements adopted
Refer
to
Note
2 of
our
audited consolidated
financial
statements for
a full
description
of recent
accounting
pronouncements,
including the dates of adoption and effects on financial
condition, results of operations and cash flows.
Recent accounting pronouncements not yet adopted as of June 30, 2023
Refer to Note 2
of our audited consolidated
financial statements for a
full description of recent
accounting pronouncements not
yet adopted as of June 30, 2023, including the expected dates of adoption
and effects on financial condition, results of operations and
cash flows.
34
Currency Exchange Rate Information
Actual exchange rates
The actual exchange rates for and at the end of the periods presented were
as follows:
Table 1
June 30,
2023
2022
2021
ZAR : $ average exchange rate
17.7641
15.2154
15.4146
Highest ZAR : $ rate during period
19.7558
16.2968
17.6866
Lowest ZAR : $ rate during period
16.2034
14.1630
13.4327
Rate at end of period
18.8376
16.2903
14.3010
Translation Exchange Rates
We are required
to translate our results of operations from ZAR to U.S. dollars on a monthly
basis. Thus, the average rates used
to translate this data for the years ended June 30, 2023, 2022 and 2021, vary slightly from the averages shown in the table above. The
translation rates we use in presenting our results of operations are the rates shown
in the following table:
Table 2
June 30,
2023
2022
2021
Income and expense items: $1 = ZAR
17.9400
15.1978
15.7162
Balance sheet items: $1 = ZAR
18.8376
16.2903
14.3010
35
Results of operations
The discussion
of our
consolidated overall
results of
operations is
based on
amounts
as reflected
in our
audited consolidated
financial statements which are prepared in accordance
with U.S. GAAP.
We analyze our
results of operations both in U.S. dollars, as
presented in the audited consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the
entities which contribute the majority of our results and is the currency
in which the majority of our transactions are initially incurred
and
measured.
Presentation
of
our
reported
results
in
ZAR
is
a
non-GAAP
measure.
Due
to
the
significant
impact
of
currency
fluctuations between
the U.S. dollar
and ZAR on
our reported
results and
because we
use the
U.S. dollar as
our reporting
currency,
we believe that
the supplemental presentation
of our results
of operations in
ZAR is useful
to investors to
understand the changes
in
the underlying trends of our business.
Our
operating
segment
revenue
presented
in
“—Results
of
operations
by
operating
segment”
represents
total
revenue
per
operating segment before intercompany
eliminations. A reconciliation between
total operating segment revenue and
revenue,
as well
as the reconciliation because our segment performance measure and net loss before tax (benefits) expense, is presented in our audited
consolidated financial
statements in
Note 21
to those
statements. Our
chief operating
decision maker
is our
Group Chief
Executive
Officer
and
he
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”)
for each operating
segment. We
do
not
allocate
once-off
items
(as
defined
below),
stock-based
compensation
charges,
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, fair value adjustments to currency options), interest
income, interest expense,
income tax
expense or
loss from
equity-accounted investments
to our
reportable segments.
Once-off
items represents
non-recurring
expense items, including costs related to acquisitions and
transactions consummated or ultimately not pursued. 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 our loss before income tax
expense.
Group
Adjusted
EBITDA
represents
Segment
Adjusted
EBITDA
after
deducting
group
costs.
Refer
also
“Results
of
Operations—Use of Non-GAAP Measures” below.
Fiscal 2023 includes
Connect for
the entire fiscal
year and
fiscal 2022 includes
consolidation of
Connect from
April 14, 2022.
Refer also to Note 3 to the audited consolidated financial statements for
additional information regarding this transaction.
We analyze our business and operations in terms of two
inter-related but independent operating segments: (1) Merchant Division
and (2)
Consumer Division.
In addition,
corporate activities
that are
impracticable to
allocate directly
to the
operating segments,
as
well as
any inter-segment
eliminations, are
included in
Group costs.
Inter-segment revenue
eliminations are
included in
Corporate/
Eliminations.
Fiscal 2023 Compared to Fiscal 2022
The following factors had
a significant influence on
our results of
operations during fiscal
2023 as compared
with the same
period
in the prior year:
●
Higher revenue:
Our revenues
increased by
180.0% in
ZAR, primarily
due to
the contribution
from Connect
in Merchant
and an increase in account fees and insurance revenues in Consumer;
●
Lower operating
losses:
Operating
losses decreased,
delivering
an improvement
of 55%
in ZAR
compared
with the
prior
period
primarily
due
to
the
contribution
from
Connect,
strong
hardware
sales,
and
the
implementation
of
various
cost
reduction
initiatives
in
Consumer,
which
was
partially
offset
by
an
increase
in
acquisition
related
intangible
asset
amortization;
●
Higher
net
interest
charge:
The
net
interest
charge
increased
to
ZAR
299.9
million
from
ZAR
56.8
million
due
to
the
additional borrowings
incurred in
order to
fund the
acquisition of
Connect as
well as
the debt
acquired within
the Connect
business itself;
●
Significant transaction costs:
We expensed $6.0 million of transaction
costs related to
the Connect acquisition in
fiscal 2022;
and
●
Foreign exchange movements:
The U.S. dollar was 18.0% stronger against the ZAR
during fiscal 2023, which impacted our
reported results.
36
Consolidated overall results of operations
This discussion is based on the amounts prepared in accordance with U.S. GAAP.
The following tables show the changes in the items comprising our statements of operations,
both in U.S. dollars and in ZAR:
Table 3
In U.S. Dollars
Year
ended June 30,
2023
2022
$ %
$ ’000
$ ’000
change
Revenue
527,971
222,609
137%
Cost of goods sold, IT processing, servicing and support
417,544
168,317
148%
Selling, general and administration
95,050
74,993
27%
Depreciation and amortization
23,685
7,575
213%
Impairment loss
7,039
-
nm
Reorganization costs
-
5,894
nm
Transaction costs related to Connect acquisition
-
6,025
nm
Operating loss
(15,347)
(40,195)
(62%)
Gain related to fair value adjustment to currency options
-
3,691
nm
Loss on disposal of equity-accounted investment
205
376
(45%)
Gain on disposal of equity securities
-
720
nm
Interest income
1,853
2,089
(11%)
Interest expense
18,567
5,829
219%
Loss before income tax (benefit) expense
(32,266)
(39,900)
(19%)
Income tax (benefit) expense
(2,309)
327
nm
Net loss before loss from equity-accounted investments
(29,957)
(40,227)
(26%)
Loss from equity-accounted investments
(5,117)
(3,649)
40%
Net loss attributable to us
(35,074)
(43,876)
(20%)
Table 4
In South African Rand
Year
ended June 30,
2023
2022
ZAR %
ZAR ’000
ZAR ’000
change
Revenue
9,471,800
3,383,166
180%
Cost of goods sold, IT processing, servicing and support
7,490,739
2,558,047
193%
Selling, general and administration
1,705,196
1,139,728
50%
Depreciation and amortization
424,909
115,123
269%
Impairment loss
126,280
-
nm
Reorganization costs
-
89,576
nm
Transaction costs related to Connect acquisition
-
91,567
nm
Operating loss
(275,324)
(610,875)
(55%)
Gain related to fair value adjustment to currency options
-
56,095
nm
Loss on disposal of equity-accounted investment
3,678
5,714
(36%)
Gain on disposal of equity securities
-
10,942
nm
Interest income
33,243
31,748
5%
Interest expense
333,092
88,587
276%
Loss before income tax (benefit) expense
(578,851)
(606,391)
(5%)
Income tax (benefit) expense
(41,423)
4,970
nm
Net loss before loss from equity-accounted investments
(537,428)
(611,361)
(12%)
Loss from equity-accounted investments
(91,799)
(55,457)
66%
Net loss attributable to us
(629,227)
(666,818)
(6%)
Revenue increased by $305.4 million (ZAR 6.1 billion), or 137.2% (in ZAR, 180.0%), primarily due to the inclusion of Connect
for
the entire
fiscal year,
which has
substantial low
margin
prepaid
airtime sales
in addition
to its
core processing
revenue and
an
increase in account fees and insurance revenues.
Cost of
goods sold,
IT processing,
servicing and
support increased
by $249.2
million (ZAR
4.9 billion),
or 148.1%
(in ZAR,
192.8%), primarily due to the inclusion of Connect,
which were partially offset by the benefits of
various cost reduction initiatives in
Consumer and lower insurance-related claims.
37
Selling, general and administration expenses increased by $20.1 million (ZAR 0.6 billion), or 26.7% (in ZAR, 49.6%), primarily
due
to
higher
employee-related
expenses
related
to
the
expansion
of
our
senior
management
team,
the
year-over-year
impact
of
inflationary
increases
on
employee-related
expenses
and
the
inclusion
of
expenses
related
to
Connect’s
operations,
which
were
partially offset by the benefits of various cost reduction initiatives in Consumer.
Depreciation and
amortization expense
increased by $16.1
million (ZAR 0.3
billion), or 212.7%
(in ZAR, 269.1%),
due to the
inclusion of acquisition-related intangible asset amortization related
to intangible assets identified pursuant to
the Connect acquisition,
as well as the inclusion of depreciation expense related to Connect’s
property, plant and equipment.
During fiscal 2023, we
recorded an impairment loss
of $7.0 million related
to the impairment of
our hardware/ software supply
business
unit’s
allocated
goodwill.
Refer
to
Note
10
of
our
audited
consolidated
financial
statements
for
additional
information
regarding these impairment losses.
We embarked on a retrenchment process on January 10, 2022, and incurred reorganization expenses of $5.9 million during fiscal
2022.
Transaction
costs related
to Connect
acquisition in
fiscal 2022
includes fees
paid to
external service
providers associated
with
the contract drafting and negotiations; corporate finance advisory services; legal, financial and tax due diligence
activities performed;
warranty and
indemnity insurance
related to the
transaction; and other
advisory services procured;
as well as
our portion
of the fees
paid to competition authorities related to the regulatory filings made in
various jurisdictions.
Our operating loss
margin in fiscal
2023
and 2022
was
(2.9%) and
(18.1%), respectively.
We
discuss the
components of operating
loss margin under “—Results of operations by operating
segment.”
We
did
not
record
any
changes
in
the
fair
value
of
equity
interests
in
MobiKwik
and
Cell
C
during
fiscal
2023
and
2022,
respectively.
We continue
to carry our investment
in Cell C at $0
(zero). Refer to Note
9 to our consolidated financial
statements for
the methodology
and inputs used
in the fair
value calculation for
MobiKwik and Note
6 for the
methodology and
inputs used in
the
fair value calculation for Cell C.
Gain related to fair value adjustment to currency
options represents the realized gain related to foreign exchange
option contracts
entered into in November 2021
in order to manage the risk of
currency volatility and to fix
the USD amount to be utilized
for part of
the Connect purchase
consideration settlement. The
foreign exchange option
contracts matured on
February 24, 2022.
Refer to Note
6 to our consolidated financial statements for additional information
related to these currency options.
We
recorded
a
net
loss
of
$0.2
million
comprising
a
loss
of
$0.4
million
related
to
the
disposal
of
a
minor
portion
of
our
investment in Finbond and a $0.25 million gain related to
the disposal of our entire interest in Carbon
during fiscal 2023. We recorded
a loss of $0.4 million related to the disposal
of a minor portion of our investment in Finbond during fiscal
2022. Refer to Note 9 to our
consolidated financial statements for additional information regarding
these disposals.
We recorded
a gain of $0.7 million related to the disposal of our entire interest
in an equity security during fiscal 2022. Refer to
Note 9 to our consolidated financial statements for additional information
regarding this gain.
Interest on surplus cash decreased to $1.9 million (ZAR
33.2 million) from $2.1 million (ZAR 31.7 million), primarily
due to the
inclusion of Connect, which was partially offset by lower overall surplus
cash balances following the acquisition of Connect.
Interest expense increased
to $18.6 million
(ZAR 333.1 million)
from $5.8 million
(ZAR 88.6 million),
primarily as a result
of
additional
interest
expense
incurred
related
to
borrowings
obtained
to
partially
fund
the acquisition
of
Connect,
interest
expenses
incurred in Connect to fund our cash management, digitization and VAS offerings, and a higher utilization of our facilities to fund our
ATMs,
which was also coupled with an increase in base interest rates.
Fiscal 2023
tax benefit was $(2.3) million (ZAR (41.4) million) compared
to a tax expense of $0.3 million (ZAR 5.0 million) in
fiscal 2022. Our effective tax rate for fiscal 2023 was impacted by a reduction in
the enacted South African corporate income tax rate
from
28%
to
27%
from
January
2023
(but
backdated
to
July
1,
2022),
the
tax
expense
recorded
by
our
profitable
South
African
operations, a deferred
tax benefit related to
acquisition-related intangible asset
amortization, non-deductible
expenses, a deferred tax
benefit related
to an
expense paid
by Connect
before we
acquired the
business and
which subsequently
has been
determined to
be
deductible
for
tax
purposes,
the
on-going
losses
incurred
by
certain
of
our
South
African
businesses
and
the
associated
valuation
allowances created related to the deferred tax assets recognized regarding
net operating losses incurred by these entities.
Our effective
tax rate
for fiscal
2022 was
impacted by
the tax
expense recorded
by our
profitable South
African operations,
a
deferred
tax
benefit
related
to
acquisition-related
intangible
asset
amortization,
non-deductible
expenses
(including
transaction
expenses
related
to
the
acquisition
of
Connect),
the
on-going
losses
incurred
by
certain
of
our
South
African
businesses
and
the
associated valuation allowances created
related to the deferred
tax assets recognized regarding
net operating losses incurred
by these
entities.
38
Finbond is listed on the Johannesburg Stock Exchange
and reports its six-month results during
our first half and its
annual results
during
our fourth
quarter.
We
recorded
impairment
losses related
to
our investment
in Finbond
in fiscal
2023
following
on-going
losses reported
by Finbond
and its
lower listed
share price.
Refer to
Note 9
to our
consolidated
financial statements
for additional
information regarding the impairments.
The table below presents the relative loss from our equity accounted investments:
Table 5
Year
ended June 30,
2023
2022
$ %
$ ’000
$ ’000
change
Finbond
(5,206)
(3,665)
42%
Share of net (loss) income
(4,096)
(3,665)
12%
Impairment
(1,110)
-
nm
Other
89
16
456%
Share of net income (loss)
89
16
456%
Total
loss from equity-accounted investment
(5,117)
(3,649)
40%
Results of operations by operating segment
The composition of revenue and the contributions of our business activities to operating
(loss) income are illustrated below:
Table 6
In U.S. Dollars
Year
ended June 30,
2023
% of
2022
% of
%
Operating Segment
$ ’000
total
$ ’000
total
change
Consolidated revenue:
Merchant
463,701
88%
156,689
70%
196%
Consumer
62,801
12%
65,932
30%
(5%)
Subtotal: Operating segments
526,502
100%
222,621
100%
137%
Not allocated to operating segments
1,469
-
-
-
nm
Corporate/Eliminations
-
-
(12)
-
nm
Total
consolidated revenue
527,971
100%
222,609
100%
137%
Group Adjusted EBITDA:
Merchant
33,531
121%
12,646
(72%)
165%
Consumer
(1)
3,314
12%
(21,674)
123%
nm
Group costs
(9,109)
(33%)
(8,587)
49%
6%
Group Adjusted EBITDA (non-GAAP)
(2)
27,736
100%
(17,615)
100%
nm
(1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes reorganization
cost of $5.9 million.
(2) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation
below at “—Results of Operations—Use of Non-
GAAP Measures”.
39
Table 7
In South African Rand
Year
ended June 30,
2023
% of
2022
% of
%
Operating Segment
ZAR ’000
total
ZAR ’000
total
change
Consolidated revenue:
Merchant
8,318,796
88%
2,381,323
70%
249%
Consumer
1,126,650
12%
1,002,021
30%
12%
Subtotal: Operating segments
9,445,446
100%
3,383,344
100%
179%
Not allocated to operating segments
26,354
-
-
-
nm
Corporate/Eliminations
-
-
(178)
-
nm
Total
consolidated revenue
9,471,800
100%
3,383,166
100%
180%
Group Adjusted EBITDA:
Merchant
601,546
121%
192,197
(72%)
213%
Consumer
(1)
59,453
12%
(329,403)
123%
nm
Group costs
(163,415)
(33%)
(130,503)
49%
25%
Group Adjusted EBITDA (non-GAAP)
(2)
497,584
100%
(267,709)
100%
nm
(1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes
reorganization cost of ZAR 89.6 million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Merchant
Segment
revenue
increased
due
to
the
contribution
from
Connect
for
the
full fiscal
year
compared
with
only
two
and a
half
months in fiscal
2022. This increase
was partially offset
by lower hardware
sales revenue given
the lumpy nature
of bulk sales.
The
increase in
Segment Adjusted
EBITDA is
also due
to the inclusion
of Connect,
which was partially
offset by
lower hardware
sales.
Connect records a significant proportion of its airtime sales in revenue and cost of sales, while only earning a relatively small margin.
This significantly depresses the Segment Adjusted EBITDA margins
shown by the business.
Our Segment
Adjusted EBITDA
(loss) margin
(calculated as
Segment Adjusted
EBITDA (loss)
divided by
revenue) in
fiscal
2023
and 2022 was 7.2% and 8.1%, respectively.
Consumer
Segment revenue increased primarily due to higher insurance revenues and higher account holder fees, though this was partially
offset by
lower ATM
transaction fees.
We
embarked on a
retrenchment process
during the third
quarter of fiscal
2022 and recorded
an expense of
$5.9 million which is
included in Segment
Adjusted EBITDA loss. The
cost reduction initiatives
we initiated in
fiscal
2022 delivered
a significant
reduction in
Consumer’s operating
expenses which
resulted in
a significantly
lower Segment
Adjusted
EBITDA
loss
compared
with
fiscal
2022.
Specifically,
expenses
associated
with
operating
a
mobile
distribution
network
were
discontinued
in
early
fiscal
2022,
and
we
have
streamlined
our
fixed
distribution
network
through
reductions
in
certain
expenses
including
employee-related
costs,
security,
guarding
and
premises costs.
In
June
2022
we
recalibrated
our
allowance
for
doubtful
microlending finance
loans receivable
from 10%
of the
lending book
outstanding to
6.5% of
the lending
book, which
resulted in
a
release from the allowance in fiscal 2022.
Our Segment
Adjusted EBITDA loss
margin in
fiscal 2023
and 2022
was 5.3% and
(32.9%), respectively.
After adjusting for
the
reorganization
charge
our fiscal
2022
Segment
Adjusted
EBITDA
loss margin
was
(23.9%).
Segment
Adjusted
EBITDA
loss
margin before the reorganization charge is a non-GAAP measure. We believe that the presentation of our Segment Adjusted EBITDA
loss margin
before the
reorganization
charge
is useful
to investors
to understand
the improvement
in the
operating performance
in
Consumer, before the reorganization
charge, in fiscal 2023 compared with fiscal 2022.
Group costs
Our group
costs primarily
include employee
related costs
in relation
to employees
specifically hired
for group
roles and
costs
related
directly
to
managing
the
US-listed
entity;
expenditures
related
to
compliance
with
the
Sarbanes-Oxley
Act
of
2002;
non-
employee directors’ fees; legal fees; group and US-listed related audit
fees; and directors’ and officers’ insurance premiums.
Our
group
costs
for
fiscal
2023
increased
compared
with
the
prior
period
due
to
higher
employee
costs
and
an
increase
in
directors’ and officers’ insurance premiums.
40
Fiscal 2022 Compared to Fiscal 2021
The following factors had
a significant influence on
our results of
operations during fiscal
2022 as compared with
the same period
in the prior year:
●
Higher revenue:
Our revenues increased
by 64.6% in
ZAR, primarily due
to the contribution
from Connect, an
increase in
hardware
sales,
an
increase
in
merchant
transaction
processing
fees,
and
a
moderate
increase
in
lending
and
insurance
revenues;
●
Lower operating
losses:
Operating
losses decreased,
delivering
an improvement
of 28%
in ZAR
compared
with the
prior
period
primarily
due
to
the
positive
contribution
from
Connect,
the
closure
of
the
loss-making
IPG
operations
and
the
implementation of
various cost reduction
initiatives in our
Consumer business,
which was partially
offset by
an increase in
acquisition
related
intangible
asset
amortization
and
transaction
costs.
During
fiscal
2022,
we
recorded
a
reorganization
charge of $5.9 million related to the retrenchment process we
commenced in January 2022;
●
Significant transaction costs:
We expensed $6.0 million of transaction
costs related to
the Connect acquisition in
fiscal 2022;
and
●
Foreign exchange movements:
The U.S. dollar was 3.3% stronger
against the ZAR during fiscal 2022,
which impacted our
reported results.
The following tables show the changes in the items comprising our statements of
operations, both in U.S. dollars and in ZAR:
Table 8
In U.S. Dollars
Year
ended June 30,
2022
2021
$ %
$ ’000
$ ’000
change
Revenue
222,609
130,786
70%
Cost of goods sold, IT processing, servicing and support
168,317
96,248
75%
Selling, general and administration
74,993
84,063
(11%)
Depreciation and amortization
7,575
4,347
74%
Reorganization costs
5,894
-
nm
Transaction costs related to Connect acquisition
6,025
-
nm
Operating loss
(40,195)
(53,872)
(25%)
Change in fair value of equity securities
-
49,304
nm
Gain related to fair value adjustment to currency options
3,691
-
nm
Loss on disposal of equity-accounted investment
376
13
2,792%
Gain on disposal of equity securities
720
-
nm
Loss on disposal of equity-accounted investment - Bank Frick
-
472
nm
Interest income
2,089
2,416
(14%)
Interest expense
5,829
2,982
95%
Loss before income tax expense
(39,900)
(5,619)
610%
Income tax expense
327
7,560
(96%)
Net loss before loss from equity-accounted investments
(40,227)
(13,179)
205%
Loss from equity-accounted investments
(3,649)
(24,878)
(85%)
Net loss attributable to us
(43,876)
(38,057)
15%
41
Table 9
In South African Rand
(US GAAP)
Year
ended June 30,
2022
2021
ZAR %
ZAR ’000
ZAR ’000
change
Revenue
3,383,166
2,055,459
65%
Cost of goods sold, IT processing, servicing and support
2,558,047
1,512,653
69%
Selling, general and administration
1,139,728
1,321,151
(14%)
Depreciation and amortization
115,123
68,318
69%
Reorganization costs
89,576
-
nm
Transaction costs related to Connect acquisition
91,567
-
nm
Operating loss
(610,875)
(846,663)
(28%)
Change in fair value of equity securities
-
774,872
nm
Gain related to fair value adjustment to currency options
56,095
-
nm
Loss on disposal of equity-accounted investment
5,714
204
2,701%
Gain on disposal of equity securities
10,942
-
nm
Loss on disposal of equity-accounted investment - Bank Frick
-
7,418
nm
Interest income
31,748
37,970
(16%)
Interest expense
88,587
46,866
89%
Loss before income tax expense
(606,391)
(88,309)
587%
Income tax expense
4,970
118,814
(96%)
Net loss before loss from equity-accounted investments
(611,361)
(207,123)
195%
Loss from equity-accounted investments
(55,457)
(390,988)
(86%)
Net loss attributable to us
(666,818)
(598,111)
11%
Revenue increased
by $91.8
million (ZAR
1.3 billion),
or 70.2%
(in ZAR,
64.6%), primarily
due to
the inclusion
of Connect,
which has
substantial low
margin prepaid
airtime sales
in addition
to its
core processing
revenue, an
increase in
hardware sales,
an
increase in merchant transaction processing fees, and moderate increases in lending
and insurance revenues.
Cost of goods
sold, IT processing,
servicing and support
increased by $72.1
million (ZAR 1.0
billion), or 74.9%
(in ZAR, 69.1%),
primarily due
to the
inclusion of
Connect, an
increase in
the cost
of hardware
sales, higher
costs related
to transaction
fees and
an
increase in insurance-related claims experience, which
were partially offset by the benefits of various cost reduction
initiatives in our
Consumer business.
Selling, general and administration expenses decreased by $9.1
million (ZAR 0.2 billion), or 10.8% (in ZAR, 13.7%), primarily
due
to
lower
IPG-related
expenses
incurred
following
its
closure,
some
benefits
from
our
cost
reduction
initiatives,
as
well
as
a
recalibration, in June 2022, of
our allowance for doubtful microlending finance loans
receivable, in our Consumer business, from 10%
of the
lending book
outstanding to
6.5% of
the lending
book, which
resulted in
a release
from the
allowance in
fiscal 2022.
These
reductions were partially offset by the
inclusion of expenses related to
Connect’s operations, higher employee-related expenses related
to
the
expansion
of
our
senior
management
team,
and
the
year-over-year
impact
of
inflationary
increases
on
employee-related
expenses.
Depreciation and amortization expense increased by $3.2 million (ZAR 46.8 million), or 74.3% (in ZAR, 68.5%),
increased due
to
the
inclusion
of
acquisition-related
intangible
asset
amortization
related
to
intangible
assets
identified
pursuant
to
the
Connect
acquisition, as well as the inclusion of depreciation expense related to
Connect’s property,
plant and equipment.
We embarked on a retrenchment process on January 10, 2022, and incurred reorganization expenses of $5.9 million during
fiscal
2022.
Transaction
costs related
to
Connect
acquisition
includes
fees
paid
to
external
service
providers
associated
with
the
contract
drafting and
negotiations; corporate
finance advisory
services; legal,
financial and
tax due
diligence activities
performed; warranty
and indemnity
insurance related
to the
transaction; and
other advisory
services procured;
as well
as our
portion
of the
fees paid
to
competition authorities related to the regulatory filings made in various jurisdictions
.
Our operating loss margin
in fiscal 2022 and 2021
was
(18.1%) and
(41.2%),
respectively. Adjusting
for the restructuring and
transaction costs incurred, the underlying
operating loss margin in fiscal
2022 was (12.7%). We
discuss the components of operating
loss margin under “—Results of operations by operating
segment.”
The
change
in
fair
value
of
equity
securities
during
fiscal
2021
represents
a
non-cash
fair
value
adjustment
gain
related
to
MobiKwik. We
continue to
carry our investment
in Cell C
at $0 (zero).
Refer to Note
9 to our
consolidated financial
statements for
the methodology
and inputs used
in the fair
value calculation for
MobiKwik and Note
6 for the
methodology and
inputs used in
the
fair value calculation for Cell C.
42
Gain related to fair value adjustment to currency
options represents the realized gain related to foreign exchange
option contracts
entered into in November 2021
in order to manage the risk of
currency volatility and to fix
the USD amount to be utilized
for part of
the Connect purchase
consideration settlement. The
foreign exchange
option contracts matured
on February 24,
2022. Refer to
Note
6 to our consolidated financial statements for additional information
related to these currency options.
We recorded
a gain of $0.7 million related to the disposal of our
entire interest in an equity security during fiscal 2022.
Refer to
Note 9 to our consolidated financial statements for additional information
regarding this gain.
We
recorded a
loss of $0.4
million related
to the
disposal of
a minor
portion of
our investment
in Finbond
during fiscal
2022.
Refer to Note 9 to our consolidated financial statements for additional information
regarding these disposals.
We recorded
a loss of $0.5 million related to the disposal of Bank Frick during fiscal 2021.
Interest on surplus cash decreased to $2.1 million (ZAR
31.7 million) from $2.4 million (ZAR 38.0 million),
primarily due to the
utilization of a significant portion
of our surplus cash
reserves to acquire Connect as
well as lower average daily
cash balances in fiscal
2022.
Interest
expense increased
to $5.8
million (ZAR
88.6) million
from $3.0
million (ZAR
46.9 million),
primarily
as a
result of
additional
interest
expense
incurred
related
to
borrowings
obtained
to
partially
fund
the acquisition
of
Connect,
interest
expenses
incurred in Connect to fund our cash management, digitization and VAS offerings, and a higher utilization of our facilities to fund our
ATMs
.
Fiscal 2022 tax expense
was $0.3 million (ZAR
5.0 million) compared
to $7.6 million (ZAR
118.8 million)
in fiscal 2021. Our
effective tax rate for fiscal 2022 was impacted
by the tax expense recorded by our profitable South
African operations, a deferred tax
benefit related to acquisition-related intangible asset amortization, non-deductible expenses (including transaction expenses related to
the
acquisition
of
Connect),
the
on-going
losses
incurred
by
certain
of
our
South
African
businesses
and
the
associated
valuation
allowances created related to the deferred tax assets recognized regarding
net operating losses incurred by these entities.
Our effective tax rate for fiscal 2021 was
impacted by the tax effect on the
change in the fair value
of our equity securities, which
is at
a lower
tax rate
than
the South
African
statutory
rate, the
tax charge
related
to our
profitable
South
African operations,
non-
deductible expenses, the on-going losses incurred by certain of our
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 our equity-accounted
investments following its impairment.
The disposal of certain of our equity-accounted investments in
fiscal 2021, as well as a number of impairments,
has impacted the
comparability of our
loss from
equity-accounted investments. We disposed of
our investment
in Bank Frick
in fiscal
2021.
We
recorded
an impairment loss related to our investment in Finbond in fiscal 2021
following a slow-down in its business activity and lower listed
share price.
Refer to Note 9
to our audited consolidated financial statements
for additional information regarding our equity-accounted
investments, including disclosure regarding the disposals and impairments.
The table below presents the relative loss from our equity accounted investments:
Table 10
Year
ended June 30,
2022
2021
$ ’000
$ ’000
$ % change
Finbond
(3,665)
(22,009)
(83%)
Share of net (loss) income
(3,665)
(4,359)
(16%)
Impairment
-
(17,650)
nm
Bank Frick
-
1,156
nm
Share of net income
-
1,156
nm
Other
16
(4,025)
nm
Share of net loss
16
(531)
nm
Impairment
-
(3,494)
nm
Total
loss from equity-accounted investments
(3,649)
(24,878)
(85%)
43
Results of operations by operating segment
The composition of revenue and the contributions of our business activities to
operating income are illustrated below:
Table 11
In U.S. Dollars
Year
ended June 30,
2022
% of
2021
% of
%
Operating Segment
$ ’000
total
$ ’000
total
change
Consolidated revenue:
Merchant
156,689
70%
62,944
48%
149%
Consumer
65,932
30%
66,149
51%
(0%)
Subtotal: Operating segments
222,621
100%
129,093
99%
72%
Not allocated to operating segments
-
-
1,693
1%
nm
Corporate/Eliminations
(12)
-
-
-
nm
Total
consolidated revenue
222,609
100%
130,786
100%
70%
Group Adjusted EBITDA:
Merchant
12,646
(72%)
5,411
(14%)
134%
Consumer
(1)
(21,674)
123%
(25,962)
68%
(17%)
Not allocated to operating segments
-
-
(10,899)
28%
nm
Group costs
(8,587)
49%
(6,965)
18%
23%
Group Adjusted EBITDA (non-GAAP)
(2)
(17,615)
100%
(38,415)
100%
(54%)
(1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes
reorganization cost of $5.9 million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Table 12
In South African Rand
Year
ended June 30,
2022
% of
2021
% of
%
Operating Segment
ZAR ’000
total
ZAR ’000
total
change
Consolidated revenue:
Merchant
2,381,323
70%
989,241
48%
141%
Consumer
1,002,021
30%
1,039,611
51%
(4%)
Subtotal: Operating segments
3,383,344
100%
2,028,852
99%
67%
Not allocated to operating segments
-
-
26,607
1%
nm
Corporate/Eliminations
(178)
-
-
-
nm
Total
consolidated revenue
3,383,166
100%
2,055,459
100%
65%
Group Adjusted EBITDA:
Merchant
192,197
(72%)
85,040
(14%)
126%
Consumer
(1)
(329,403)
123%
(408,024)
68%
(19%)
Not allocated to operating segments
-
-
322,984
28%
nm
Group costs
(130,503)
49%
(109,463)
18%
19%
Group Adjusted EBITDA (non-GAAP)
(2)
(267,709)
100%
(603,738)
100%
(56%)
(1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes
reorganization cost of ZAR 89.6 million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Merchant
Segment revenue
increased due
to the
inclusion of
Connect for
two and
a half
months and
an increase
in hardware
sales and
processing fees. The
increase in Segment
Adjusted EBITDA is
primarily due to
the inclusion of
Connect, which was
partially offset
by higher costs related
to processing fees
and higher employee-related expenses. Connect
records a significant proportion
of its airtime
sales in revenue
and cost of
sales, while only
earning a relatively
small margin. This depresses
the Segment Adjusted EBITDA
margins
shown by the business.
44
Our Segment Adjusted EBITDA margin for fiscal 2022
and 2021
was 8.1% and 8.6%, respectively.
Consumer
The underlying decrease in revenue was primarily due to
lower processing fees, partially offset by higher insurance
and lending
revenue
and account
holder fees.
We
embarked
on a
retrenchment process
during
the third
quarter of
fiscal 2022
and recorded
an
expense
of
$5.9
million
which
is
included
in
the
Segment
Adjusted
EBITDA
loss,
refer
to
Note
1
to
our
consolidated
financial
statements for
additional information
regarding this
process.
Segment Adjusted
EBITDA loss,
excluding the
reorganization charge,
has
decreased
primarily
due
to
the
implementation
of
various
cost
reduction
initiatives
and
a
recalibration,
in
June
2022,
of
our
allowance for doubtful microlending finance loans receivable from 10% of the lending book outstanding to 6.5% of the lending book,
which resulted in a release from the allowance in
fiscal 2022, which decreases were partially offset by an increase in
insurance-related
claims experience.
Our Segment Adjusted EBITDA
loss margin for fiscal
2022
and 2021 was
(32.9%) and
(39.2%), respectively.
After adjusting
for the reorganization
charge our fiscal 2022
Segment Adjusted EBITDA loss
margin was (23.9%)
.
We
believe that the presentation
of our Segment Adjusted EBITDA loss margin before
the reorganization charge is useful to investors to understand
the improvement
in the operating performance in Consumer, before
the reorganization charge, in fiscal 2022
compared with fiscal 2021.
Group costs
Our group costs increased primarily due to higher employee
costs, an increase in audit fees and directors’
and officers’
insurance
premiums.
Use of Non-GAAP Measures
U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
non-GAAP
measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA
is
a
non-GAAP
measure.
We
provide
this
non-GAAP
measure
to
enhance
our
evaluation
and
understanding
of
our
financial
performance.
Non-GAAP Measures
Group
Adjusted
EBITDA
is
earnings
before
interest,
tax,
depreciation
and
amortization
(“EBITDA”),
adjusted
for
non-
operational transactions (including loss on disposal
of equity-accounted investments, gain related to
fair value adjustments to currency
options), (earnings) loss from
equity-accounted investments, stock-based compensation charges, lease
adjustments and once-off items.
Lease
adjustments
reflect
lease
charges
and
once-off
items
represents
non-recurring
expense
items,
including
costs
related
to
acquisitions and transactions consummated or ultimately not pursued.
45
The table below presents the reconciliation between GAAP net loss attributable
to Lesaka to Group Adjusted EBITDA:
Table 13
Years
ended June 30,
2023
2022
2021
$ ’000
$ ’000
$ ’000
Loss attributable to Lesaka - GAAP
(35,074)
(43,876)
(38,057)
Loss from equity accounted investments
5,117
3,649
24,878
Net loss before loss from equity-accounted investments
(29,957)
(40,227)
(13,179)
Income tax (benefit) expense
(2,309)
327
7,560
Loss before income tax expense
(32,266)
(39,900)
(5,619)
Interest expense
18,567
5,829
2,982
Interest income
(1,853)
(2,089)
(2,416)
Gain on disposal of equity securities
-
(720)
-
Net loss on disposal of equity-accounted investment
205
376
13
Loss on sale of Bank Frick
-
-
472
Gain related to fair value adjustment to currency options
-
(3,691)
-
Change in fair value of equity securities
-
-
(49,304)
Operating loss
(15,347)
(40,195)
(53,872)
Impairment loss
7,039
-
-
PPA amortization
(amortization of acquired intangible assets)
15,149
3,826
360
Depreciation
8,536
3,749
3,987
Stock-based compensation charges
7,309
2,962
344
Lease adjustments
2,906
3,955
4,148
Once-off items
(1)
1,922
8,088
6,618
Unrealized Loss FV for currency adjustments
222
-
-
Group Adjusted EBITDA - Non-GAAP
27,736
(17,615)
(38,415)
(1) The table below presents the components of once-off
items for the periods presented:
Table 14
Years
ended June 30,
2023
2022
2021
$ ’000
$ ’000
$ ’000
Non-recurring revenue not allocated to segments
(1,469)
-
-
Employee misappropriation of company funds
1,202
-
-
Transaction costs
850
6,460
1,879
Expenses incurred related to closure of legacy businesses
639
-
-
Indirect taxes provision
438
-
-
Separation of employee expense
262
-
-
Legacy processing adjustments
-
1,628
-
Allowance for doubtful EMI loans receivable
-
-
4,739
Total once-off
items
1,922
8,088
6,618
Once-off items are non-recurring in nature, however, certain
items may be reported in
multiple quarters. For instance, transaction
costs include costs incurred related to acquisitions and
transactions consummated or ultimately not pursued. The transactions can span
multiple quarters, for instance in fiscal 2022 we
incurred significant transaction costs related to the acquisition Connect over
a number
of quarters, and the transactions are generally non-recurring.
Non-recurring revenue not
allocated to segments
includes once off
revenue recognized that
we believe does
not relate to
either
our Merchant
or Consumer
divisions. Employee
misappropriation of
company funds
represents a
once-off
loss incurred.
Expenses
incurred
related
to
close
of
legacy
businesses
represents
costs
incurred
related
to
subsidiaries
which
we
are
in
the
process
of
deregistering/ liquidation
and therefore we
consider these costs non-operational
and ad hoc in
nature. Indirect tax
provision includes
non-recurring indirect taxes
which have been
provided related to
prior periods following
an on-going
investigation from a
tax authority.
We
incurred separation
costs related
to the
termination of
certain senior-level
employees, including
an executive
officer and
senior
managers, during
the fiscal
year and
we consider
these specific
terminations to
be of
a non-recurring
nature. The
legacy processing
adjustments represents amounts we
identified during fiscal 2022
related to prior
periods that are
payable to third
parties.
The allowance
for doubtful
EMI loans
receivable relates
to provision
created in
fiscal 2021
related to
loan provided
to certain
of our
then equity-
accounted investments.
46
Liquidity and Capital Resources
At June 30,
2023, our unrestricted
cash and cash
equivalents were $35.5
million and comprised
of ZAR-denominated
balances
of ZAR
0.6 million ($29.2
million), U.S. dollar-denominated
balances of $4.5
million, and other
currency deposits, primarily
Botswana
pula, of
$1.8 million,
all amounts translated
at exchange
rates applicable
as of
June 30,
2023. The
decrease in
our unrestricted
cash
balances
from
June
30,
2022,
was
primarily
due
to
the
utilization
of
cash
reserves
to
fund
certain
scheduled
repayments
of
our
borrowings, fully settle our revolving credit facility, purchase ATMs
and safe assets, and to make an investment in working capital in
our
Consumer
and
Merchant
operation,
which
was
partially
offset
by
the
utilization
of
our
available
borrowings
and
a
positive
contribution from Connect and certain of our Consumer operations.
We generally
invest any surplus cash held by our
South African operations in overnight
call accounts that we maintain at
South
African banking institutions,
and any surplus
cash held by
our non-South African
companies in
U.S. dollar-denominated money market
accounts.
Historically,
we have financed
most of our
operations, research and
development, working capital,
and capital expenditures,
as
well
as
acquisitions
and
strategic
investments,
through
internally
generated
cash
and
our
financing
facilities.
When
considering
whether to borrow under our financing
facilities, we consider the cost
of capital, cost of financing, opportunity cost
of utilizing surplus
cash and
availability of
tax efficient
structures to
moderate financing
costs. For
instance, in
fiscal 2022,
we obtained
loan facilities
from RMB
to fund
a portion
of our
acquisition of
Connect.
Following the
acquisition of
Connect, we
now utilize
a combination
of
short
and
long-term
facilities to
fund our
operating
activities and
a long-term
asset-backed
facility to
fund
the acquisition
of POS
devices and
safe assets.
Refer to
Note 12
to our
consolidated financial
statements for
the year
ended June
30, 2023,
for additional
information related to our borrowings.
Available short-term
borrowings
Summarized below are our short-term facilities available and utilized as of
June 30, 2023:
Table 15
RMB Facility E
RMB Indirect
RMB Connect
Nedbank
$ ’000
ZAR ’000
$ ’000
ZAR ’000
$ ’000
ZAR ’000
$ ’000
ZAR ’000
Total
short-term facilities
available, comprising:
Overdraft
-
-
-
-
10,882
205,000
-
-
Overdraft restricted as to
use
(1)
74,319
1,400,000
-
-
-
-
-
-
Total overdraft
74,319
1,400,000
-
-
10,882
205,000
-
-
Indirect and derivative
facilities
(2)
-
-
7,167
135,000
-
-
8,311
156,556
Total
short-term facilities
available
74,319
1,400,000
7,167
135,000
10,882
205,000
8,311
156,556
Utilized short-term
facilities:
Overdraft
-
-
-
-
9,025
170,000
-
-
Overdraft restricted as to
use
(1)
23,021
433,654
-
-
-
-
-
-
Indirect and derivative
facilities
(2)
-
-
1,757
33,100
-
-
112
2,110
Total
short-term facilities
available
23,021
433,654
1,757
33,100
9,025
170,000
112
2,110
Interest rate, based on South
African prime rate
11.75%
11.65%
(1) Overdraft may only be used to fund ATMs
and upon utilization is considered restricted cash.
(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward
exchange contracts to support
guarantees issued by RMB and Nedbank to various third parties on our behalf.
47
Long-term borrowings
We have
aggregate long-term borrowing
outstanding of ZAR 2.5 billion
($133.1 million translated at exchange
rates as of June
30, 2023) as
described in Note
12. These borrowings
include outstanding
long-term borrowings
obtained by Lesaka
SA of ZAR
0.9
billion,
including
accrued
interest,
which
was
used
to
partially
fund
the
acquisition
of
Connect.
The
Lesaka
SA
borrowing
arrangements were amended
in March 2023
to include a
ZAR 200 million
revolving credit facility.
The revolving credit
facility had
been repaid in full as of June 30, 2023, and the entire balance is available for utilization. In contemplation of the Connect transaction,
Connect obtained
total facilities
of approximately
ZAR 1.3
billion, which
were utilized
to repay
its existing
borrowings,
to fund
a
portion of its capital expenditures and to settle obligations under the transaction documents, and which has subsequently been upsized
for its
operational requirements
and has
an outstanding
balance as
of June
30, 2023,
of ZAR
1.2 billion,
We
also have
a revolving
credit facility, of ZAR 300.0 million
which is utilized to fund a portion of our merchant finance loans receivable book.
Restricted cash
We
have credit
facilities with RMB
in order
to access cash
to fund
our ATMs
in South Africa.
Our cash, cash
equivalents and
restricted cash
presented in
our consolidated
statement of
cash flows
as of
June 30,
2023, includes
restricted cash
of approximately
$23.0
million
related
to
cash withdrawn
from
our
debt
facility
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 on
our consolidated balance sheet.
We
have also
entered into
cession and
pledge agreements
with Nedbank
related to
our Nedbank
credit facilities
and we
have
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. Our
cash, cash equivalents
and restricted cash
presented in our
consolidated
statement of cash flows as of June 30, 2023, includes restricted cash of approximately
$0.2 million that has been ceded and pledged.
Cash flows from operating activities
Net cash provided
by operating activities
during fiscal
2023
was $0.4 million
(ZAR 7.4 million)
compared to
net cash utilized
by
operating
activities
of
$37.2
million
(ZAR
565.3
million)
during
fiscal
2022.
Excluding
the
impact
of
income
taxes,
our
cash
provided by operating activities
during fiscal 2023
was impacted by
the positive contribution from
Connect and certain
business within
our consumer
business, which was
partially offset
by growth
in our consumer
and merchant finance
loans receivable
books. During
fiscal 2023, we
observed fluctuations in
our working capital, primarily
within our merchant business,
as a result of
monthly changes
in our inventory and prepayment
account balances as a result of
payments made to secure prepaid
airtime inventory.
Certain of these
purchases were funded from our borrowing arrangements and the
impact of the funding is included in financing activities.
Net cash used in operating activities during fiscal 2022 was $37.2 million (ZAR 565.3 million) compared to $58.4 million (ZAR
887.1 million) generated during fiscal
2021. Excluding the impact of income
taxes, our cash used in operating activities during
fiscal
2022 was impacted by
the cash losses incurred by
the majority of our
continuing operations, the reorganization
costs paid during the
third quarter of
fiscal 2022, and
transactions costs paid
related to our
acquisition of Connect.
In fiscal 2022,
we absorbed $5
million
into working capital compared to a $4.7 million release from working capital
in fiscal 2021.
During fiscal 2023,
we paid our
first provisional South
African tax payments
of $3.0 million
(ZAR 50.8 million)
related to our
2023
tax year. During fiscal 2023, we
also made our second
provisional South African tax
payments
of $4.1 million (ZAR
76.1 million
related to our 2023 tax
year and received tax refunds
of $0.2 million (ZAR (3.8)
million). We
also paid taxes totaling $0.4
million in
other tax jurisdictions, primarily in the Botswana.
During fiscal 2022,
we made our
first provisional South
African tax payments
of $0.6 million
(ZAR 9.1 million)
related to our
2022
tax year. During fiscal 2022, we
also made our second
provisional South African tax
payments
of $0.7 million (ZAR
10.9 million
related to our 2022 tax year and made an additional tax payment of $0.0 million (ZAR
0.0 million) related to our 2021 tax year.
During fiscal 2021, we made our first provisional South
African tax payments
of $0.8 million (ZAR 11.9 million)
related to our
2021
tax year. During fiscal 2021, we also
made our second provisional South African
tax payments
of $0.5 million (ZAR 8.0
million)
related to our 2021 tax year and made an additional
tax payment of $0.8 million (ZAR 11.6
million) related to our 2020 tax year.
We
also paid taxes totaling $4.3 million in other tax jurisdictions, primarily in the U.S.
48
Taxes paid during
fiscal 2023, 2022 and 2021 were as follows:
Table 16
Year
ended June 30,
2023
2022
2021
2023
2022
2021
$
$
$
ZAR
ZAR
ZAR
‘000
‘000
‘000
‘000
‘000
‘000
First provisional payments
2,955
585
825
50,798
9,142
11,934
Second provisional payments
4,079
691
470
76,089
10,929
8,038
Taxation paid related
to prior years
15
1
782
273
19
11,620
Tax refund received
(210)
(300)
(1,339)
(3,756)
(4,542)
(19,245)
Total South African
taxes paid
6,839
977
738
123,404
15,548
12,347
Foreign taxes paid
361
161
4,263
6,482
2,482
62,302
Total
tax paid
7,200
1,138
5,001
129,886
18,030
74,649
We expect to make additional provisional
income tax payments in South Africa related to our 2023 tax year in the first quarter of
fiscal 2024, however, the amount was not quantifiable
as of the date of the filing of this Annual Report on Form 10-K.
Cash flows from investing activities
Cash used
in investing
activities for
fiscal 2023
included capital
expenditures of
$16.2 million
(ZAR 289.8
million), primarily
due to the
acquisition of ATMs
.
During fiscal 2023,
we received proceeds
of $0.25 million
related to the
first tranche (of
two) from
the disposal of our entire equity interest in Carbon and $0.4 million related to
the sale of minor positions in Finbond.
During fiscal
2022, we
paid approximately
$4.6 million
(ZAR 69.3
million), primarily
due to
the roll
out of
our new
express
branches, acquisitions of ATMs and the acquisition of
computer equipment. During fiscal
2022, we paid approximately
$202.2 million
(ZAR 2.9 billion), net of cash acquired, for 100% of Connect. We
also received funds totaling approximately $11.4
million related to
the sale of Bank
Frick in fiscal
2021, proceeds from sale of
property, plant and equipment of $4.2 million,
and proceeds of $0.9
million
and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix in
fiscal 2022.
During
fiscal
2021,
we paid
approximately
$4.3 million
(ZAR 65.1
million),
primarily
for
the acquisition
of motor
vehicles,
which largely comprised a fleet of customized mobile ATMs
used to deliver a service to rural communities, computer equipment
and
leasehold improvements in South
Africa. In February 2021, we disposed
of our investment in Bank
Frick and received $18.6 million
of the $30.0 million
sales proceeds, the remainder
of which was expected
to be received in
fiscal 2022 and 2023.
We
received $20.1
million in September 2020 related to the sale of our South Korean
business in fiscal 2020 following the successful refund application
of
the
amounts
withheld
and
paid
to
the
South
Korean
tax
authorities
pursuant
to
that
transaction.
We
received
$6.0
due
on
the
remaining deferred sale proceeds related to the fiscal 2020 sale of DNI. We also extended loan funding of $1.0 million to V2 and $0.2
million to Revix.
Cash flows from financing activities
During fiscal 2023, we utilized approximately $520.1
million from our South African overdraft facilities to fund
our ATMs
and
our cash management business through Connect and repaid
$547.3 million of these facilities. We utilized approximately $24.4 million
of our long-term
borrowings to settle approximately
$10.5 million of our
revolving credit facilities,
fund our merchant
finance loans
receivable business, and to fund the acquisition of certain capital expenditures
.
We repaid approximately
$17.5 million of these long-
term, including approximately $10.5 million to settle our
revolving credit balance in full. We
received $0.5 million from the exercise
of stock options. We also paid $1.3 million to repurchase shares from employees in order for the employees to settle taxes due related
to the vesting of shares of restricted stock and to settle the strike price due and taxes
due related to the exercise of stock options.
During fiscal 2022, we utilized approximately $570.9 million
from our South African overdraft facilities to fund our ATMs
and
our cash management business through Connect and
repaid $525.5 million of these facilities.
We utilized approximately $78.9 million
of our long-term borrowings
to fund a portion
of the acquisition of Connect,
to fund our merchant
finance loans receivable business,
and to fund the acquisition
of certain capital expenditures. We
repaid approximately $5.6 million
of these long-term borrowings.
We
also received $0.8 million from the exercise of stock options.
During fiscal 2021, we utilized approximately $360.1 million
from our South African overdraft facilities to fund our ATMs
and
repaid $365.4 million of these facilities.
49
Contractual Obligations
The following table sets forth our contractual obligations as of June 30, 2023:
Table 17
Payments due by Period, as of June 30, 2023 (in $ ’000s)
Total
Less than 1
year
2-3 years
3-5 years
Thereafter
Short-term credit facilities
(A)
32,046
32,046
-
-
-
Long-term borrowings
Principal repayments
(A)(B)
133,118
3,663
68,901
60,554
-
Interest payments
(A)(B)
55,766
16,861
28,313
10,592
-
Operating lease liabilities, including imputed interest
(C)
5,813
2,123
2,055
1,635
-
Purchase obligations
3,010
3,010
-
-
-
Capital commitments
54
54
-
-
-
Other long-term obligations reflected on our balance
sheet
(D)(E)
1,982
-
-
-
1,982
Total
231,789
57,757
99,269
72,781
1,982
(A) – Refer to Note 12 to our audited consolidated financial statements.
(B) – Long-term
borrowings principal
repayments for the
3-5 year period
includes all unamortized
fees as of
June 30, 2023.
Interest payments based on
applicable interest rates as of
June 30, 2023, and expected
outstanding long-term borrowings over
the period. All amounts converted from ZAR to USD using the June 30, 2023,
USD/ ZAR exchange rate.
(C) – Refer to Note 8 to our audited consolidated financial statements.
(D) – Includes policyholder liabilities of $1.8 million related to
our insurance business. All amounts are translated at exchange
rates applicable as of June 30, 2023.
(E) –
We
have excluded
cross-guarantees in
the aggregate
amount of
$0.1 million
issued as
of June
30, 2023,
to RMB
and
Nedbank
to secure
guarantees it
has issued
to third
parties on
our behalf
as the
amounts that
will be
settled in
cash are
not
known and the timing of any payments is uncertain.
Off-Balance Sheet Arrangements
We have no off
-balance sheet arrangements.
Capital Expenditures
Capital expenditures for the years ended June 30, 2023, 2022 and 2021
were as follows:
Table 18
2023
2022
2021
2023
2022
2021
$
$
$
ZAR
ZAR
ZAR
‘000
‘000
‘000
‘000
‘000
‘000
Consumer
3,170
1,712
3,433
56,870
26,019
52,174
Merchant
12,986
2,846
852
232,969
43,253
12,949
Total
16,156
4,558
4,285
289,839
69,272
65,123
Our capital expenditures
for fiscal 2023,
2022 and 2021, are
discussed under “—Liquidity
and Capital Resources—Cash
flows
from investing activities.”
All of our capital expenditures
for the past three fiscal
years were funded through
internally-generated funds, except
for certain
capital
expenditures
of
POS devices
and
safe
assets, made
by
Connect
which
were funded
through
the utilization
of asset-backed
borrowings.
We
had
outstanding
capital commitments
as of
June 30,
2023,
of $0.1
million.
We
expect
to fund
these expenditures
through
internally-generated
funds.
In
addition
to
these
capital
expenditures,
we
expect
that
capital
spending
for
fiscal
2024
will
include acquisition
of POS devices,
safe assets, vehicles,
computer and office
equipment, as well
as for our
ATM
infrastructure and
branch
network
in
South
Africa.
These
assets
will
be
funded
through
the
use
of
internally-generated
funds
and
our
asset-backed
borrowing arrangement.
50