LSAK filing — read by section

Item 9A. Controls and Procedures

ITEM 9A. 
CONTROLS AND PROCEDURES
 Evaluation of disclosure controls 
and procedures
 Under the supervision and 
with the participation of 
our management, including our 
Group Chief Executive Officer and 
our Group 
 Chief Financial 
Officer, 
we conducted 
an evaluation 
of our 
disclosure controls 
and procedures, 
as such 
term is 
defined under 
Rule 
 13a-15(e) under the 
Securities Exchange Act 
of 1934, as amended 
(the “Exchange Act”). 
Based on this evaluation, 
our Group Chief 
 Executive Officer and Group Chief Financial Officer 
concluded that our disclosure controls and procedures 
were effective as of June 
 30, 2023.
 Internal Control over Financial Reporting 
 Internal control over financial reporting is a process designed by, or under the supervision of, 
our Group Chief Executive Officer 
 and Group Chief Financial Officer, or persons performing 
similar functions, and effected by our board of directors, management, and 
 other 
personnel, 
to 
provide 
reasonable 
assurance 
regarding 
the 
reliability 
of 
financial 
reporting 
and 
the 
preparation 
of 
financial 
 statements for external purposes in accordance with U.S. GAAP. 
 Internal control over financial reporting includes 
those policies and procedures that 
(1) pertain to the 
maintenance of records that, 
 in reasonable detail, accurately and fairly 
reflect the transactions and dispositions of 
our assets; (2) provide reasonable 
assurance that 
 transactions are recorded as 
necessary to permit preparation of 
financial statements in accordance 
with U.S. GAAP, 
and that receipts 
 and expenditures of the company are being made only in accordance with authorizations of our officers and directors; and (3) provide 
 reasonable assurance regarding prevention 
or timely detection of unauthorized 
acquisition, use or disposition 
of our assets that could 
 have a material effect on our audited consolidated financial statements. 
 Inherent Limitations in Internal Control 
over Financial Reporting 
 Internal control over financial reporting cannot provide absolute assurance of achieving 
financial reporting objectives because of 
 its inherent 
limitations. 
Internal 
control 
over 
financial reporting 
is a 
process that 
involves 
human 
diligence 
and 
compliance 
and 
is 
 subject 
to 
lapses 
in 
judgment and 
breakdowns 
resulting 
from human 
failures. 
Internal 
control over 
financial 
reporting 
also 
can 
be 
 circumvented by collusion or improper 
management override. Because of such 
limitations, there is a risk that 
material misstatements 
 may not 
be prevented 
or detected 
on a 
timely basis 
by internal 
control over 
financial reporting. 
However, 
these inherent 
limitations 
 are known features of the financial reporting 
process. Therefore, it is possible to design into the process safeguards 
to reduce, though 
 not eliminate, this risk. 
 Management’s 
Report on Internal Control Over Financial Reporting 
 Management, including our Group Chief 
Executive Officer and our Group 
Chief Financial Officer, is responsible for 
establishing 
 and maintaining 
adequate internal control 
over our financial 
reporting. Management 
conducted an evaluation 
of the effectiveness 
of 
 internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued 
by the 
 Committee 
of Sponsoring 
Organizations 
of the 
Treadway 
Commission 
(COSO). Based 
on this 
evaluation, management 
concluded 
 that our internal control over financial reporting was effective as of 
June 30, 2023. Deloitte & Touche (South Africa), our independent 
 registered public accounting firm, has issued an audit report on our internal control 
over financial reporting. 
 Changes in Internal Control over Financial Reporting 
 There were no changes in our internal control over financial reporting during the most recent fiscal quarter ended June 30, 2023, 
 that have materially affected, or are reasonably likely to 
materially affect, our internal control over financial reporting.
 

 
 
 54 
 REPORT OF INDEPENDENT REGISTERED 
PUBLIC ACCOUNTING FIRM 
 To the shareholders 
and the Board of Directors of Lesaka Technologies, 
Inc. 
 Opinion on Internal Control over Financial Reporting 
 We have audited 
the internal control over financial reporting of Lesaka Technologies, 
Inc. and subsidiaries (the “Company”) as 
 of 
June 
30, 
2023, 
based 
on 
criteria 
established 
in 
 Internal 
Control 
— 
Integrated 
Framework 
(2013)
 
issued 
by 
the 
Committee 
of 
 Sponsoring Organizations 
of the Treadway 
Commission (COSO). 
In our 
opinion, the 
Company maintained, 
in all material 
respects, 
 effective internal 
control over financial 
reporting as of 
June 30, 2023, 
based on criteria 
established in 
 Internal Control 
— Integrated 
 Framework (2013)
 
issued by COSO. 

 We 
have 
also audited, 
in accordance 
with the 
standards of 
the Public 
Company Accounting 
Oversight Board 
(United States) 
 (PCAOB), the 
consolidated 
financial statements 
as of 
and for 
the year 
ended June 
30, 2023, 
of the 
Company and 
our report 
dated 
 September 12, 2023, expressed an unqualified opinion on those financial 
statements. 
 Basis for Opinion 
 The 
Company’s 
management 
is 
responsible 
for 
maintaining 
effective 
internal 
control 
over 
financial 
reporting 
and 
for 
its 
 assessment of 
the effectiveness 
of internal 
control over 
financial reporting, 
included in 
the accompanying 
Management’s 
Report on 
 Internal Control over Financial Reporting. Our 
responsibility is to express 
an opinion on the Company’s internal control over financial 
 reporting based 
on our 
audit. We 
are a 
public accounting 
firm registered 
with the 
PCAOB and 
are required 
to be 
independent with 
 respect to the 
Company in accordance 
with the U.S. federal 
securities laws and 
the applicable rules 
and regulations of 
the Securities 
 and Exchange Commission and the PCAOB. 
 We conducted 
our audit in accordance with 
the standards of the PCAOB. Those 
standards require that we plan 
and perform the 
 audit to 
obtain reasonable 
assurance about 
whether effective 
internal control 
over financial 
reporting was 
maintained in 
all material 
 respects. Our audit 
included obtaining an understanding 
of internal control over 
financial reporting, assessing 
the risk that a 
material 
 weakness 
exists, 
testing 
and 
evaluating 
the 
design 
and 
operating 
effectiveness 
of 
internal 
control 
based 
on 
the 
assessed 
risk, 
and 
 performing such 
other procedures as 
we considered necessary 
in the circumstances. 
We 
believe that our 
audit provides a 
reasonable 
 basis for our opinion. 
 Definition and Limitations of Internal Control over Financial Reporting 
 A 
company’s 
internal 
control 
over 
financial 
reporting 
is 
a 
process 
designed 
to 
provide 
reasonable 
assurance 
regarding 
the 
 reliability of financial 
reporting and the 
preparation of financial 
statements for external 
purposes in accordance with 
generally accepted 
 accounting principles. A company’s internal 
control over financial reporting includes those policies and procedures that (1) pertain to 
 the maintenance of records that, in reasonable detail, accurately and 
fairly reflect the transactions and dispositions of the assets of the 
 company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in 
 accordance with generally accepted 
accounting principles, and that 
receipts and expenditures of the 
company are being made only 
in 
 accordance 
with 
authorizations 
of 
management 
and 
directors 
of 
the 
company; 
and 
(3) 
provide 
reasonable 
assurance 
regarding 
 prevention or timely detection of 
unauthorized acquisition, use, or disposition 
of the company’s assets that could have 
a material effect 
 on the financial statements. 
 Because 
of 
its 
inherent 
limitations, 
internal 
control 
over 
financial 
reporting 
may 
not 
prevent 
or 
detect 
misstatements. 
Also, 
 projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of 
 changes in conditions, or that the degree of compliance with the policies or 
procedures may deteriorate. 
 /s/ Deloitte & Touche 
 Deloitte & Touche 
 Registered Auditors 

 Johannesburg, South Africa 
 September 12, 2023 

 
 
 55 
 ITEM 9B. 
OTHER INFORMATION
 Not applicable. 

 
 
 56 
 ITEM 9C. 
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT 
 INSPECTIONS
 Not applicable. 

 
 
 57 
 PART 
III 
 ITEM 10. 
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE 
GOVERNANCE 
 Information 
about 
our 
executive 
officers 
is 
set 
out 
in 
Part 
I, 
Item 
1 
under 
the 
caption 
“Our 
Executive 
Officers.” 
The 
other 
 information required 
by this 
Item is incorporated 
by reference 
to the 
sections of 
our definitive 
proxy statement 
for our 
2023 annual 
 meeting of shareholders entitled “Board of Directors and Corporate 
Governance” and “Additional Information.” 
 ITEM 11. 
EXECUTIVE COMPENSATION 
 The information required by this Item is incorporated by reference to the sections of our definitive proxy 
statement for our 2023 
 annual meeting of shareholders entitled 
“Executive Compensation,” “Board of 
Directors and Corporate Governance—Compensation 
 of Directors” and “—Remuneration Committee Interlocks and Insider Participation.” 
 ITEM 12. 
SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT 
 AND RELATED STOCKHOLDER 
MATTERS 

 The information required by this Item is incorporated by reference to the sections of our definitive 
proxy statement for our 2023 
 annual 
meeting 
of 
shareholders 
entitled 
“Security 
Ownership 
of 
Certain 
Beneficial 
Owners 
and 
Management” 
and 
“Equity 
 Compensation Plan Information.” 
 ITEM 13. 
CERTAIN 
RELATIONSHIPS 
AND RELATED TRANSACTIONS, AND DIRECTOR 
 INDEPENDENCE 
 The information required by this Item is incorporated by reference to the sections of our definitive proxy 
statement for our 2023 
 annual 
meeting 
of 
shareholders 
entitled 
“Certain 
Relationships 
and 
Related 
Transactions” 
and 
“Board 
of 
Directors 
and 
Corporate 
 Governance.” 
 ITEM 14. 
PRINCIPAL ACCOUNTANT 
FEES AND SERVICES 
 The information required by this Item is incorporated by reference to the sections of our definitive proxy 
statement for our 2023 
 annual meeting of shareholders entitled “Audit and Non-Audit Fees.” 

 
 
 58 
 PART 
IV 
 ITEM 15. 
EXHIBITS AND FINANCIAL STATEMENT 
SCHEDULES 

 a) 
The following documents are filed as part of this report 
 1. Financial Statements 

 The following financial statements are included on pages F-1 through F-72. 
 Report of the Independent Registered Public Accounting Firm 
– Deloitte & Touche (South 
Africa) (PCAOB 
 Firm ID 0
 1130 
 ) 
 F-2 
 Consolidated balance sheets as of June 30, 2023 and 2022 
 F-4 
 Consolidated statements of operations for the years ended June 30, 2023, 
2022 and 2021 
 F-5 
 Consolidated statements of comprehensive (loss) income for the years ended June 30, 2023, 2022 and 2021 
 F-6 
 Consolidated statements of changes in equity for the years ended June 30, 2023, 2022 and 2021 
 F-7 
 Consolidated statements of cash flows for the years ended June 30, 2023, 2022 and 2021 
 F-10 
 Notes to the consolidated financial statements 
 F-11 
 2. Financial Statement Schedules 

 Financial statement schedules have been 
omitted since they are 
either not required, not 
applicable, or the 
information is otherwise 
 included. 

 
(b) Exhibits 

 
 
 

 

 

 

 

 

 

 59 
 Incorporated by Reference Herein 
 Exhibit 
 No. 
 Description of Exhibit 
 Included 
 Herewith 
 Form 
 Exhibit 
 Filing Date 
 2.1 
 Sale of Shares Agreement, dated October 31, 2021, 
 by and among Net1 Applied Technologies South 
 Africa Proprietary Limited; Net1 UEPS 
 Technologies, Inc.; Old Mutual Life Assurance 
 Company (South Africa) Limited; Lirast (Mauritius) 
 Company Limited; SIG International Investment 
 (BVI) Limited; Aldgate International Limited; Ivan 
 Michael Epstein; PFCC (BVI) Limited; PCF 
 Investments (BVI) Limited; Ovobix (RF) Proprietary 
 Limited; Luxanio 227 Proprietary Limited; Vista 
 Capital Investments Proprietary Limited; Vista 
 Treasury Proprietary Limited; K2021477132 (South 
 Africa) Proprietary Limited; and Cash Connect 
 Management Solutions Proprietary Limited. 
 8-K 
 10.1 
 November 2, 2021 
 3.1 
 Amended and Restated Articles of Incorporation 
 8-K 

 3.1 
 May 17, 2022 
 3.2 
 Amended and Restated By-Laws of Lesaka 
 Technologies, Inc. 
 8-K 
 3.2 
 May 17, 2022 
 4.1 
 Form of common stock certificate 
 10-K 
 4.1 
 September 9, 2022 
 4.2 
 Description of registrant’s securities 
 X 
 10.1* 
 Form of Restricted Stock Agreement 
 

 10-Q 
 10.49 
 February 7, 2023 
 10.2* 
 Form of Stock Option Agreement 
 10-Q 
 10.50 
 February 7, 2023 
 10.3* 
 Form of Restricted Stock Agreement (non-employee 
 directors) 
 10-Q 
 10.51 
 February 7, 2023 
 10.4* 
 Form of Indemnification Agreement 
 10-K 
 10.4 
 September 9, 2022 
 10.5* 
 Form of non-employee director agreement 
 10-K 
 10.5 
 August 24, 2017 
 10.6* 
 Amended and Restated 2022 Stock Incentive Plan of 
 Lesaka Technologies, Inc. 
 

 14A 
 A 
 September 30, 2022 
 10.7* 
 Contract of Employment, dated as of June 30, 2021, 
 between Net1 Applied Technologies South Africa 
 (Pty) Ltd and Christopher Guy Butt Meyer 
 8-K 
 10.1 
 June 30, 2021 
 10.8* 
 Restrictive Covenants Agreement, dated as of June 
 30, 2021, between Net1 Applied Technologies South 
 Africa (Pty) Ltd and Christopher Guy Butt Meyer 
 8-K 
 10.2 
 June 30, 2021 
 10.9* 
 Employment Agreement, dated as of June 30, 2021, 
 between Net 1 UEPS Technologies, Inc. and 
 Christopher Guy Butt Meyer 
 8-K 
 10.3 
 June 30, 2021 
 10.10* 
 Restrictive Covenants Agreement, dated as of June 
 30, 2021, between Net 1 UEPS Technologies, Inc. 
 and Christopher Guy Butt Meyer 
 8-K 
 10.4 
 June 30, 2021 
 10.11* 
 Contract of Employment, effective February 5, 2021, 
 between Net1 Applied Technologies South Africa 
 Proprietary Limited and Lincoln Mali 
 8-K 
 10.1 
 February 11, 2021 
 10.12* 
 Restrictive Covenants Agreement, effective February 
 5, 2021, between Net1 Applied Technologies South 
 Africa Proprietary Limited and Lincoln Mali 
 8-K 
 10.2 
 February 11, 2021 
 10.13* 
 Contract of Employment, dated as of December 9, 
 2021, between Net1 Applied Technologies South 
 Africa (Pty) Ltd and Naeem Kola 
 8-K 
 10.1 
 December 10, 2021 
 

 10.14* 
 Restrictive Covenants Agreement, dated as of 
 December 9, 2021, between Net1 Applied 
 Technologies South Africa (Pty) Ltd and Naeem Kola 
 8-K 
 10.2 
 December 10, 2021 
 

 10.15* 
 Employment Agreement, dated as of December 9, 
 2021, between Net 1 UEPS Technologies, Inc. and 
 Naeem Kola 
 8-K 
 10.3 
 December 10, 2021 
 

 

 
 
 

 60 
 10.16* 
 Restrictive Covenants Agreement, dated as of 
 December 9, 2021, between Net 1 UEPS 
 Technologies, Inc. and Naeem Kola 
 8-K 
 10.4 
 December 10, 2021 
 10.17* 
 Employment Agreement, dated as of February 8, 
 2023, between Lesaka Technologies, Inc. and Steven 
 John Heilbron 
 10-Q 
 10.52 
 May 9, 2023 
 10.18* 
 Restrictive Covenants Agreement, dated as of 
 February 8, 2023, between Lesaka Technologies, Inc. 
 and Steven John Heilbron 
 

 10-Q 
 10.53 
 May 9, 2023 
 10.19* 
 Contract of Employment, effective March 1, 2018, 
 between Net1 Applied Technologies South Africa 
 Proprietary Limited and Alexander Michael Ramsay 
 Smith 
 8-K 
 10.80 
 March 1, 2018 
 10.20* 
 Restrictive Covenants Agreement, effective March 1, 
 2018, between Net1 Applied Technologies South 
 Africa Proprietary Limited and Alexander Michael 
 Ramsay Smith 
 8-K 
 10.81 
 March 1, 2018 
 10.21* 
 Employment Agreement, effective March 1, 2018, 
 between Net 1 UEPS Technologies, Inc. and 
 Alexander Michael Ramsay Smith 
 8-K 
 10.82 
 March 1, 2018 
 10.22* 
 Restrictive Covenants Agreement, effective March 1, 
 2018, between Net 1 UEPS Technologies, Inc. and 
 Alexander Michael Ramsay Smith 
 8-K 
 10.83 
 March 1, 2018 
 10.23* 
 Addendum to Contract of Employment, dated as of 
 December 9, 2021, between Net1 Applied 
 Technologies South Africa (Pty) Ltd and Alex M.R. 
 Smith 
 8-K 
 10.5 
 December 10, 2021 
 10.24* 
 Amendment to Employment Agreement, dated as of 
 December 9, 2021, between Net 1 UEPS 
 Technologies, Inc. and Alex M.R. Smith 
 8-K 
 10.6 
 December 10, 2021 
 10.25* 
 Mutual Separation Agreement, dated January 11, 
 2023, by and between the Lesaka Technologies, Inc. 
 and Alex M.R. Smith 
 8-K 
 10.1 
 January 17, 2023 
 10.26* 
 Mutual Separation Agreement, dated January 11, 
 2023, by and between the Lesaka Technologies (Pty) 
 Ltd and Alex M.R. Smith 
 8-K 
 10.2 
 January 17, 2023 
 10.27* 
 First Amendment to Restrictive Covenant 
 Agreements, dated as of December 9, 2021 
 8-K 
 10.7 
 December 10, 2021 
 10.28* 
 Consulting Agreement, dated August 5, 2020, by and 
 between the Company and Ali Mazanderani 
 8-K 
 10.2 
 August 5, 2020 
 10.29 
 Agreement of Lease, Memorandum of an agreement 
 entered into by and between Buzz Trading 199 (Pty) 
 Ltd and Net 1 Applied Technologies South Africa 
 (Pty) Ltd dated May 7, 2013 
 10-Q 
 10.25 
 May 9, 2013 
 10.30 
 Addendum to the Lease Agreement made and entered 
 into by and between Buzz Trading 199 (Pty) Ltd and 
 Net 1 Applied Technologies South Africa (Pty) Ltd 
 dated 14 June 2022 
 10-K 
 10.26 
 September 9, 2022 
 10.31 
 Facility Letter between Nedbank Limited and Net1 
 Applied Technologies South Africa Limited and 
 certain of its subsidiaries dated as of December 13, 
 2013 and First Addendum thereto dated as of 
 December 18, 2013 
 8-K 
 10.27 
 December 19, 2013 
 10.32 
 Letter from Nedbank Limited to Net1 Applied 
 Technologies South Africa Proprietary Limited and 
 certain of its subsidiaries, dated December 7, 2016 
 8-K 
 10.50 
 December 9, 2016 
 10.33 
 Policy Agreement, dated April 11, 2016, among the 
 Company and the IFC Investors 
 8-K 
 10.32 
 April 12, 2016 

 
 
 61 
 10.34 
 Cooperation Agreement, dated May 13, 2020, by and 
 between Net 1 UEPS Technologies, Inc. and VCP 
 (Proprietary) Limited 
 8-K 
 10.1 
 May 14, 2020 
 10.35 
 Amendment No. 1 to Cooperation Agreement, dated 
 December 9, 2020, by and between Net 1 UEPS 
 Technologies, Inc. and Value Capital Partners (Pty) 
 Ltd 
 8-K 
 10.1 
 December 10, 2020 
 10.36 
 Amendment No. 2 to Cooperation Agreement, dated 
 March 22, 2022, by and between Net 1 UEPS 
 Technologies, Inc. and Value Capital Partners (Pty) 
 Ltd 
 

 10-K 
 10.32 
 September 9, 2022 
 10.37 
 Securities Purchase Agreement, dated March 22, 
 2022, among Net1 UEPS Technologies, Inc., Net1 
 Applied Technologies South Africa Proprietary 
 Limited and Value Capital Partners Proprietary 
 Limited 
 10-Q 
 10.58 
 May 10, 2022 
 10.38 
 Amendment No. 1 to Securities Purchase Agreement 
 dated March 16, 2023, among Lesaka Technologies, 
 Inc. (formerly Net1 UEPS Technologies, Inc.), 
 Lesaka Technologies Proprietary Limited (formerly 
 Net1 Applied Technologies South Africa Proprietary 
 Limited) and Value Capital Partners Proprietary 
 Limited 
 8-K 
 10.3 
 March 22, 2023 
 10.39 
 Senior Facility E Agreement, dated September 26, 
 2018, among Net1 Applied Technologies South 
 Africa Proprietary Limited, FirstRand Bank Limited 
 (acting through its Rand Merchant Bank division), as 
 lender, and FirstRand Bank Limited (acting through 
 its Rand Merchant Bank division), as agent 
 8-K 
 10.96 
 October 2, 2018 
 10.40 
 Letter of Amendment, dated August 2, 2021, among 
 Net1 Applied Technologies South Africa Proprietary 
 Limited and FirstRand Bank Limited (acting through 
 its Rand Merchant Bank division), as lender, related 
 to the amendment to the Senior Facility E Agreement 
 8-K 
 10.1 
 August 2, 2021 
 10.41 
 Fifth Amendment and Restatement Agreement, dated 
 March 16, 2023, between Lesaka Technologies 
 Proprietary Limited (as borrower), and FirstRand 
 Bank Limited (acting through its Rand Merchant 
 Bank division) (as lender), and FirstRand Bank 
 Limited (acting through its Rand Merchant Bank 
 division) (as facility agent) 
 8-K 
 10.1 
 March 22, 2023 
 10.42 
 First Amendment and Restatement Agreement, dated 
 March 22, 2023, between Cash Connect Management 
 Solutions Proprietary Limited (as borrower), arranged 
 by FirstRand Bank Limited (acting through its Rand 
 Merchant Bank division) (as mandated lead arranger), 
 and FirstRand Bank Limited (acting through its Rand 
 Merchant Bank division) (as facility agent) 
 8-K 
 10.2 
 March 22, 2023 
 10.43 
 Revolving Credit Facility Agreement, dated 
 November 29, 2022, between Cash Connect Capital 
 Proprietary Limited, the Parties Listed in Part I of 
 Schedule 1 (the Original Guarantors) and FirstRand 
 Bank Limited (acting through its Rand Merchant 
 Bank division) (as Lender) 
 8-K 
 10.1 
 December 5, 2022 
 14 
 Code of Ethics 
 X 
 21 
 Subsidiaries of Registrant 
 X 
 23 
 Consent of Independent Registered Public 
 Accounting Firm 
 X 
 31.1 
 Certification of Principal Executive Officer pursuant 
 to Rules 13a-14(a) and 15d-14(a) under the Securities 
 Exchange Act of 1934, as amended 
 X 

 
 
 

 62 
 31.2 
 Certification of Principal Financial Officer pursuant 
 to Rules 13a-14(a) and 15d-14(a) under the Securities 
 Exchange Act of 1934, as amended 
 X 
 32 
 Certification pursuant to 18 USC Section 1350 
 X 
 101.INS 
 XBRL Instance Document 

 X 
 101.SCH 
 XBRL Taxonomy 
Extension Schema 

 X 
 101.CAL 
 XBRL Taxonomy 
Extension Calculation Linkbase 

 X 
 101.DEF 
 XBRL Taxonomy 
Extension Definition Linkbase 

 X 
 101.LAB 
 XBRL Taxonomy 
Extension Label Linkbase 

 X 
 101.PRE 
 XBRL Taxonomy 
Extension Presentation Linkbase 

 X 
 104 
 Cover Page Interactive Data File (formatted as inline 
 XBRL and continued in Exhibit 101) 
 X 
 * Indicates a management contract or compensatory plan or arrangement. 
 ITEM 16. 
FORM 10-K SUMMARY 
 None.

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 63 
 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, as amended, the registrant has duly 
 caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 LESAKA TECHNOLOGIES, INC. 

 By: /s/ Chris G.B. Meyer 
 Chris G.B. Meyer 
 Group Chief Executive Officer and Director 

 Date: September 12, 2023 
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report 
has been signed below by the 
 following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 NAME 
 TITLE 
 DATE 
 

 

 

 /s/ Kuben Pillay 
 Chairman of the Board and Director 
 September 12, 2023 
 Kuben Pillay 
 

 

 

 

 /s/ Chris G.B. Meyer 
 Group Chief Executive Officer and Director (Principal 
 Executive Officer) 
 September 12, 2023 
 Chris G.B. Meyer 
 

 

 

 

 /s/ Naeem E. Kola 
 Group Chief Financial Officer, Treasurer, 
Secretary and 
 Director (Principal Financial and Accounting Officer) 
 September 12, 2023 
 Naeem E. Kola 
 

 

 

 

 /s/ Antony C. Ball 
 Director 
 September 12, 2023 
 Antony C. Ball 
 /s/ Nonkululeko N. Gobodo 
 Director 
 September 12, 2023 
 Nonkululeko N. Gobodo 
 /s/ Javed Hamid 
 Director 
 September 12, 2023 
 Javed Hamid 
 /s/ Steven J. Heilbron 
 Director 
 September 12, 2023 
 Steven J. Heilbron 
 /s/ Lincoln C. Mali 
 Director 
 September 12, 2023 
 Lincoln C. Mali 
 /s/ Ali Mazanderani 
 Director 
 September 12, 2023 
 Ali Mazanderani 
 /s/ Sharron Venessa 
Naidoo 
 Director 
 September 12, 2023 
 Sharron Venessa 
Naidoo 
 /s/ Monde Nkosi 
 Director 
 September 12, 2023 
 Monde Nkosi 
 /s/ Ekta Singh-Bushell 
 Director 
 September 12, 2023 
 Ekta Singh-Bushell 

 
 
 F-1 
 LESAKA TECHNOLOGIES, INC.
 LIST OF CONSOLIDATED 
FINANCIAL STATEMENTS
 Report of the Independent Registered Public Accounting Firm – Deloitte & Touche (South Africa) 
 F-2 
 Consolidated balance sheets as of June 30, 2023 and 2022
 F-4
 Consolidated statements of operations for the years ended June 30, 2023, 2022 and 2021 
 F-5 
 Consolidated statements of comprehensive (loss) income for the years ended June 30, 2023, 2022 and 2021 
 F-6 
 Consolidated statements of changes in equity for the years ended June 30, 2023, 2022 and 2021 
 F-7 
 Consolidated statements of cash flows for the years ended June 30, 2023, 2022 and 2021 
 F-10 
 Notes to the consolidated financial statements 
 F-11 

 
 
 F-2 
 REPORT OF INDEPENDENT REGISTERED 
PUBLIC ACCOUNTING FIRM
 To the shareholders 
and the Board of Directors of Lesaka Technologies, 
Inc.
 Opinion on the Financial Statements
 We have audited the accompanying consolidated balance sheets of Lesaka Technologies, 
Inc. and subsidiaries (the “Company”) 
 as of June 30, 2023 and 2022, the related consolidated statements of operations, comprehensive 
(loss) income, changes in equity, 
and 
 cash flows, for each 
of the three years 
in the period ended June 
30, 2023, and the 
related notes (collectively referred to as 
the “financial 
 statements”). In our opinion, 
the financial statements present 
fairly, in 
all material respects, the 
financial position of the 
Company as 
 of June 30, 2023 and 2022, and the results of its operations 
and its cash flows for each of the three 
years in the period ended June 30, 
 2023, in conformity with accounting principles generally accepted in 
the United States of America.
 We 
have 
also audited, 
in accordance 
with the 
standards of 
the Public 
Company Accounting 
Oversight Board 
(United States) 
 (PCAOB), the Company's 
internal control over financial 
reporting as of 
June 30, 2023, 
based on criteria established 
in 
 Internal Control 
 — Integrated Framework (2013)
 
issued by the Committee of Sponsoring 
Organizations of the Treadway 
Commission and our report 
 dated September 12, 2023, expressed an unqualified opinion 
on the Company's internal control over financial reporting.
 Basis for Opinion
 These financial statements 
are the responsibility 
of the Company's 
management. Our 
responsibility is to express 
an opinion on 
 the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required 
 to 
be 
independent 
with 
respect 
to 
the 
Company 
in 
accordance 
with 
the 
U.S. 
federal 
securities 
laws 
and 
the 
applicable 
rules 
and 
 regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require 
that we plan and perform the 
 audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement, whether 
due to error or 
 fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due 
 to error or fraud, and 
performing procedures that respond to those risks. 
Such procedures included examining, on a 
test basis, evidence 
 regarding the amounts and 
disclosures in the financial statements. 
Our audits also included evaluating 
the accounting principles used 
 and significant estimates made by 
management, as well as evaluating 
the overall presentation of the financial 
statements. We 
believe 
 that our audits provide a reasonable basis for our opinion.
 Critical Audit Matters
 The critical audit matters communicated 
below are matters arising from 
the current-period audit of the financial 
statements that 
 were communicated 
or required 
to be 
communicated 
to the 
audit committee 
and that 
(1) relates 
to accounts 
or disclosures 
that are 
 material to the 
financial statements and 
(2) involved our 
especially challenging, subjective, or 
complex judgments. The 
communication 
 of 
critical 
audit 
matters 
does 
not 
alter 
in 
any 
way 
our 
opinion 
on 
the 
financial 
statements, 
taken 
as 
a 
whole, 
and 
we 
are 
not, 
by 
 communicating 
the 
critical 
audit 
matters 
below, 
providing 
a 
separate 
opinion 
on 
the 
critical 
audit 
matters 
or 
on 
the 
accounts 
or 
 disclosures to which they relate.
 Goodwill – Potential impairment of reporting units
 Refer to Note 10 to the financial statements
 Critical Audit Matter Description
 Goodwill 
represents 
the 
cost 
in 
excess 
of 
the 
fair 
value 
of 
the 
identifiable 
net 
assets 
from 
the 
businesses 
that 
the 
Company 
 acquired. 
The Company's 
evaluation 
of goodwill 
for 
impairment 
involves 
the 
comparison 
of 
the fair 
value 
of 
reporting 
unit 
to 
its 
 carrying value. The Company uses a discounted cash flow model to estimate the 
fair value for each reporting unit, which requires the 
 Company to make significant estimates 
and assumptions related to forecasts of 
future cash flows. In 
addition, the discounted cash flow 
 model requires the Company to select an appropriate weighted average cost of capital based on current market conditions. Changes in 
 these assumptions could have a significant impact on either the fair value, the 
amount of any goodwill impairment charge, or both.
 How the Critical Audit Matter Was 
Addressed in the Audit
 Our principal audit procedures related to the assessment of forecasts of cash flows and the computation of the weighted average 
 cost of capital used by the Company to estimate the fair value of each reporting unit 
included the following, among others:
 ●
 Tested the effectiveness of controls over the 
Company's goodwill impairment evaluation. This 
included controls to the 
review 
 of the Company's forecasts of future cash flows and controls over the computation 
of the weighted average cost of capital. 
 ●
 Verified 
the mathematical accuracy of the Discounted Cash Flow (DCF) calculations used by 
the Company. 

 
 
 F-3 
 ●
 Evaluated the Company's ability to accurately forecast cash flows by:
 ◾
 Performing sensitivity 
analyses of 
certain significant 
assumptions to 
evaluate the 
changes in 
the fair 
value of 
the 
 reporting units that would result from changes in these assumptions;
 ◾
 Determining 
the reasonableness 
of the 
revenue 
growth rates 
against historic 
performance, 
approved 
budgets, and 
 expected future performance based on industry and entity-specific factors; 
and
 ◾
 Assessing forecast revenue to approved forecasts.
 ●
 With the assistance of our fair value specialists, we evaluated 
the weighted average cost of capital used by the Company by:
 ●
 Testing the mathematical 
accuracy of the Company's calculation of the weighted average cost of capital; and
 ●
 Developing a range of independent estimates of weighted average cost of capital per reporting unit and comparing this range 
 to the weighted average cost of capital selected by the Company.
 Valuation 
of One MobiKwik Systems Limited (Mobikwik) – impairment 
considerations
 Refer to Note 9 to the financial statements
 Critical Audit Matter Description
 The investment in Mobikwik 
is measured at cost minus 
impairment, plus or minus 
adjustments resulting from observable 
price 
 changes in orderly transactions 
for the identical or 
a similar investment of the 
same issuer minus impairment, 
if any. 
The subsequent 
 measurement section of 
FASB ASC 
Topic 
321: Investments — Equity 
Securities requires that because 
the Investment in MobiKwik 
 represents 
an 
equity 
security 
without 
a 
readily 
determinable 
fair 
value, 
it 
should 
be 
written 
down 
to 
its 
fair 
value 
if 
a 
qualitative 
 assessment indicates that the investment is impaired, and the fair value of 
the investment is less than its carrying value.
 We 
identified the 
qualitative assessment 
of impairment 
of investments 
as a 
critical audit 
matter due 
to the 
significance of 
the 
 balance 
to 
the 
financial 
statements 
as 
a 
whole, 
the 
limited 
availability 
of 
public 
information 
related 
to 
the 
investment 
and 
the 
 subjectivity 
of 
the 
qualitative 
factors 
involved 
in 
the 
assessment. 
There 
were 
significant 
judgments 
and 
estimates 
made 
by 
the 
 Company in their assessment of various factors (including operating 
performance, global and country specific industry prospec 
ts and 
 other company-specific information) to consider whether there were indicators 
of impairment present. 
 This 
required 
complex 
auditor 
judgment, 
and 
an 
increased 
extent 
of 
audit 
effort 
in 
performing 
procedures, 
to 
evaluate 
the 
 reasonableness of management's judgments in reaching this conclusion.
 How the Critical Audit Matter Was 
Addressed in the Audit
 Our principal 
audit procedures over 
the relevant factors 
to be considered 
related to the 
valuation of the 
Company’s 
investment 
 in Mobikwik as an equity security without a readily determinable fair value included 
the following, among others: 
 ●
 Inquired of the Company to obtain an understanding of the Company's process in 
evaluating the indication of impairment.
 ●
 Tested the effectiveness of controls 
over the Company's evaluation of the fair value of the investment in Mobikwik at period 
 end.
 ●
 Assessed whether there 
were any 
observable transactions (as 
defined in ASC 
321) and assessed 
the relevant factors 
considered 
 by the Company.
 ●
 Considered the completeness of internal and external factors to be 
considered in relation to the value of the investment to be 
 recognized in the financial statements.
 ●
 With the assistance of 
our fair value specialists, we performed 
an independent assessment of the factors 
to consider whether 
 or not the investment needed to be impaired.
 ●
 Compared the Company's assessment and conclusion to our independent 
assessment.
 /s/ Deloitte & Touche
 Deloitte & Touche 
 Registered Auditors
 Johannesburg, South Africa 
 September 12, 2023
 We have served 
as the Company's auditor since 2004.

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-4 
 June 30, 
 June 30, 
 2023 
 2022 
 (In thousands, except share data) 
 ASSETS 
 CURRENT ASSETS 
 Cash and cash equivalents 
 $ 
 35,499 
 $ 
 43,940 
 Restricted cash related to ATM funding 
and short-term credit facilities (Note 12) 
 23,133 
 60,860 
 Accounts receivable, net and other receivables (Note 4) 
 25,665 
 28,898 
 Finance loans receivable, net (Note 4) 
 36,744 
 33,892 
 Inventory (Note 5) 
 27,337 
 34,226 
 Total current assets before settlement assets 
 148,378 
 201,816 
 Settlement assets 
 15,258 
 15,916 
 Total current assets 
 163,636 
 217,732 
 PROPERTY, 
PLANT AND EQUIPMENT, NET (Note 7) 
 27,447 
 24,599 
 OPERATING LEASE RIGHT-OF-USE (Note 8) 
 4,731 
 7,146 
 EQUITY-ACCOUNTED INVESTMENTS 
(Note 9) 
 3,171 
 5,861 
 GOODWILL (Note 10) 
 133,743 
 162,657 
 INTANGIBLE ASSETS, NET (Note 10) 
 121,597 
 156,702 
 DEFERRED INCOME TAXES 
 10,315 
 3,776 
 OTHER LONG-TERM ASSETS, including reinsurance assets (Note 9 and 11) 
 77,594 
 78,092 
 TOTAL ASSETS 
 542,234 
 656,565 
 LIABILITIES 
 CURRENT LIABILITIES 
 Short-term credit facilities for ATM funding (Note 12) 
 23,021 
 51,338 
 Short-term credit facilities (Note 12) 
 9,025 
 14,880 
 Accounts payable 
 12,380 
 18,572 
 Other payables (Note 13) 
 36,297 
 34,362 
 Operating lease liability - current (Note 8) 
 1,747 
 2,498 
 Current portion of long-term borrowings (Note 12) 
 3,663 
 6,804 
 Income taxes payable 
 1,005 
 2,140 
 Total current liabilities before settlement obligations 
 87,138 
 130,594 
 Settlement obligations 
 14,774 
 15,276 
 Total current liabilities 
 101,912 
 145,870 
 DEFERRED INCOME TAXES 
 46,840 
 54,211 
 OPERATING LEASE LIABILITY - LONG TERM (Note 8) 
 3,138 
 4,827 
 LONG-TERM BORROWINGS (Note 12) 
 129,455 
 134,842 
 OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 11) 
 1,982 
 2,466 
 TOTAL LIABILITIES 
 283,327 
 342,216 
 REDEEMABLE COMMON STOCK (Note 14) 
 79,429 
 79,429 
 EQUITY 
 COMMON STOCK (Note 14) 
 Authorized: 
 200,000,000 
 
with $
 0.001 
 
par value; 
 Issued and outstanding shares, net of treasury - 2023: 
 63,640,246 
 ; 2022: 
 62,324,321 
 83 
 83 
 PREFERRED STOCK 
 Authorized shares: 
 50,000,000 
 
with $
 0.001 
 
par value; 
 Issued and outstanding shares, net of treasury: 
2023: 
 - 
 
; 2022: 
 - 
 -
 -
 ADDITIONAL PAID-IN-CAPITAL 
 335,696 
 327,891 
 TREASURY SHARES, AT 
COST: 2023: 
 25,244,286 
 ; 2022: 
 24,891,292 
 ( 288,238 )
 ( 286,951 )
 ACCUMULATED OTHER 
COMPREHENSIVE LOSS (Note 15) 
 ( 195,726 )
 ( 168,840 )
 RETAINED EARNINGS 
 327,663 
 362,737 
 TOTAL LESAKA EQUITY 
 179,478 
 234,920 
 NON-CONTROLLING INTEREST 
 - 
 - 
 TOTAL EQUITY 
 179,478 
 234,920 
 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK 
AND SHAREHOLDERS’ EQUITY 
 $ 
 542,234 
 $ 
 656,565 
 See accompanying notes to consolidated financial statements. 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 CONSOLIDATED STATEMENT 
OF OPERATIONS 
 for the years ended June 30, 2023, 2022 and 2021 
 F-5 
 2023 
 2022 
 2021 
 (In thousands, except per share data) 
 REVENUE (Note 16) 
 $ 
 527,971 
 $ 
 222,609 
 $ 
 130,786 
 Services rendered 
 486,800 
 178,846 
 95,398 
 Loan-based fees received 
 25,308 
 22,444 
 20,511 
 Sale of goods 
 15,863 
 21,319 
 14,877 
 EXPENSE 
 Cost of goods sold, IT processing, servicing and support 
 417,544 
 168,317 
 96,248 
 Selling, general and administration 
 95,050 
 74,993 
 84,063 
 Depreciation and amortization 
 23,685 
 7,575 
 4,347 
 Reorganization costs 
 - 
 5,894 
 - 
 Transaction costs related to Connect acquisition (Note 3) 
 - 
 6,025 
 - 
 Impairment loss (Note 10) 
 7,039 
 - 
 - 
 OPERATING LOSS 
 ( 15,347 )
 ( 40,195 )
 ( 53,872 )
 CHANGE IN FAIR VALUE 
OF EQUITY SECURITIES (Note 6 and 9) 
 - 
 - 
 49,304 
 LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 9) 
 205 
 376 
 13 
 GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 9) 
 - 
 720 
 - 
 GAIN RELATED TO 
FAIR VALUE 
ADJUSTMENT TO CURRENCY OPTIONS (Note 6) 
 - 
 3,691 
 - 
 LOSS ON DISPOSAL OF BANK FRICK (Note 9) 
 - 
 - 
 472 
 INTEREST INCOME 
 1,853 
 2,089 
 2,416 
 INTEREST EXPENSE 
 18,567 
 5,829 
 2,982 
 LOSS BEFORE INCOME TAX (BENFIT) EXPENSE 
 ( 32,266 )
 ( 39,900 )
 ( 5,619 )
 INCOME TAX (BENEFIT) EXPENSE (Note 18) 
 ( 2,309 )
 327 
 7,560 
 LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS 
 ( 29,957 )
 ( 40,227 )
 ( 13,179 )
 LOSS FROM EQUITY-ACCOUNTED INVESTMENTS 
(Note 9) 
 ( 5,117 )
 ( 3,649 )
 ( 24,878 )
 NET LOSS FROM CONTINUING OPERATIONS 
 ( 35,074 )
 ( 43,876 )
 ( 38,057 )
 NET LOSS ATTRIBUTABLE 
TO LESAKA 
 ( 35,074 )
 ( 43,876 )
 ( 38,057 )
 Net loss per share, in United States dollars 
 (Note 19):
 Basic loss attributable to Lesaka shareholders 
 $ 
 ( 0.56 )
 $ 
 ( 0.75 )
 $ 
 ( 0.67 )
 Diluted loss attributable to Lesaka shareholders 
 $ 
 ( 0.56 )
 $ 
 ( 0.75 )
 $ 
 ( 0.67 )
 See Notes to audited Consolidated Financial Statements 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 CONSOLIDATED STATEMENT 
OF COMPREHENSIVE (LOSS) INCOME 
 for the years ended June 30, 2023, 2022 and 2021 
 F-6 
 2023 
 2022 
 2021 
 (In thousands) 
 Net loss 
 $ 
 ( 35,074 )
 $ 
 ( 43,876 )
 $ 
 ( 38,057 )
 Other comprehensive (loss) income, net of taxes: 
 Movement in foreign currency translation reserve 
 ( 31,183 )
 ( 25,413 )
 27,178 
 Movement in foreign currency translation reserve related to equity-accounted 
 investments (Note 15) 
 3,935 
 1,239 
 ( 1,967 )
 Release of foreign currency translation reserve related to disposal of 
Finbond equity 
 securities (Note 9 and Note 15) 
 362 
 587 
 - 
 Release of foreign currency translation reserve related to liquidation of subsidiaries 
 (Note 15) 
 - 
 468 
 605 
 Release of foreign currency translation reserve related to disposal of 
Bank Frick 
 (Note 9 and Note 15) 
 - 
 - 
 ( 2,462 )
 Total other comprehensive 
(loss) income, net of taxes 
 ( 26,886 )
 ( 23,119 )
 23,354 
 Comprehensive loss 
 ( 61,960 )
 ( 66,995 )
 ( 14,703 )
 Comprehensive loss attributable to Lesaka 
 $ 
 ( 61,960 )
 $ 
 ( 66,995 )
 $ 
 ( 14,703 )
 See accompanying notes to consolidated financial statements 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Consolidated Statement of Changes in Equity for the year ended June 30, 2021 (dollar amounts in thousands) 
 F-7 
 Lesaka Technologies, Inc. Shareholders 
 Number of 
 Shares 
 Amount 
 Number of 
 Treasury 
 Shares 
 Treasury 
 Shares 
 Number of 
 shares, net of 
 treasury 
 Additional 
 Paid-In 
 Capital 
 Retained 
 Earnings 
 Accumulated 
 other 
 comprehensive 
 loss 
 Total 
 Lesaka 
 Equity 
 Non-
 controlling 
 Interest 
 Total 
 Redeemable 
 common 
 stock 
 Balance – July
 1, 2020 
 82,010,217 
 $ 
 80 
 ( 24,891,292 )
 $ 
 ( 286,951 )
 57,118,925 
 $ 
 301,489 
 $ 
 444,670 
 $ 
 ( 169,075 )
 $ 
 290,213 
 $ 
 - 
 $ 
 290,213 
 $ 
 84,979 
 Restricted stock granted 
 254,560 
 254,560 
 - 
 - 
 Exercise of stock options 
 17,335 
 17,335 
 53 
 53 
 53 
 Stock-based compensation charge (Note 
 17) 
 1,430 
 1,430 
 1,430 
 Reversal of stock-based compensation 
 charge (Note 17) 
 ( 674,200 )
 ( 674,200 )
 ( 1,086 )
 ( 1,086 )
 ( 1,086 )
 Stock-based compensation charge related 
 to equity-accounted investment (Note 9) 
 ( 25 )
 ( 25 )
 ( 25 )
 Proceeds from disgorgement of 
 shareholders' short-swing profits (Note 
 23) 
 98 
 98 
 98 
 - 
 Net loss 
 ( 38,057 )
 ( 38,057 )
 - 
 ( 38,057 )
 Other comprehensive income (Note 15) 
 23,354 
 23,354 
 - 
 23,354 
 Balance – June 30, 2021 
 81,607,912 
 $ 
 80 
 ( 24,891,292 )
 $ 
 ( 286,951 )
 56,716,620 
 $ 
 301,959 
 $ 
 406,613 
 $ 
 ( 145,721 )
 $ 
 275,980 
 $ 
 - 
 $ 
 275,980 
 $ 
 84,979 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Consolidated Statement of Changes in Equity for the year ended June 30, 2022 (dollar amounts in thousands) 
 F-8 
 Lesaka Technologies, Inc. Shareholders 
 Number of 
 Shares 
 Amount 
 Number of 
 Treasury 
 Shares 
 Treasury 
 Shares 
 Number of 
 shares, net of 
 treasury 
 Additional 
 Paid-In 
 Capital 
 Retained 
 Earnings 
 Accumulated 
 other 
 comprehensive 
 loss 
 Total 
 Lesaka 
 Equity 
 Non-
 controlling 
 Interest 
 Total 
 Redeemable 
 common 
 stock 
 Balance – July 1, 
2021 
 81,607,912 
 $ 
 80 
 ( 24,891,292 )
 $ 
 ( 286,951 )
 56,716,620 
 $ 
 301,959 
 $ 
 406,613 
 $ 
 ( 145,721 )
 $ 
 275,980 
 $ 
 - 
 $ 
 275,980 
 $ 
 84,979 
 Stock issued 
 3,185,079 
 3 
 3,185,079 
 16,655 
 16,658 
 16,658 
 Restricted stock granted 
 2,278,643 
 2,278,643 
 - 
 - 
 - 
 Exercise of stock options 
 249,521 
 249,521 
 760 
 760 
 760 
 Stock-based compensation charge (Note 
 17) 
 3,082 
 3,082 
 3,082 
 Reversal of stock-based compensation 
 charge (Note 17) 
 ( 105,542 )
 ( 105,542 )
 ( 120 )
 ( 120 )
 ( 120 )
 Stock-based compensation charge 
 related to equity-accounted investment 
 (Note 9) 
 5 
 5 
 5 
 Transfer from redeemable common 
 stock to additional paid-in-capital (Note 
 14) 
 5,550 
 5,550 
 5,550 
 ( 5,550 )
 Net loss 
 ( 43,876 )
 ( 43,876 )
 - 
 ( 43,876 )
 Other comprehensive loss (Note 15) 
 ( 23,119 )
 ( 23,119 )
 - 
 ( 23,119 )
 Balance – June 30, 2022 
 87,215,613 
 $ 
 83 
 ( 24,891,292 )
 $ 
 ( 286,951 )
 62,324,321 
 $ 
 327,891 
 $ 
 362,737 
 $ 
 ( 168,840 )
 $ 
 234,920 
 $ 
 - 
 $ 
 234,920 
 $ 
 79,429 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Consolidated Statement of Changes in Equity for the year ended June 30, 2023 (dollar amounts in thousands) 
 F-9 
 Lesaka Technologies, Inc. Shareholders 
 Number of 
 Shares 
 Amount 
 Number of 
 Treasury 
 Shares 
 Treasury 
 Shares 
 Number of 
 shares, net of 
 treasury 
 Additional 
 Paid-In 
 Capital 
 Retained 
 Earnings 
 Accumulated 
 other 
 comprehensive 
 loss 
 Total 
 Lesaka 
 Equity 
 Non-
 controlling 
 Interest 
 Total 
 Redeemable 
 common 
 stock 
 Balance – July 1, 
2022 
 87,215,613 
 $ 
 83 
 ( 24,891,292 )
 $ 
 ( 286,951 )
 62,324,321 
 $ 
 327,891 
 $ 
 362,737 
 $ 
 ( 168,840 )
 $ 
 234,920 
 $ 
 - 
 $ 
 234,920 
 $ 
 79,429 
 Treasury shares repurchased 
 ( 352,994 )
 ( 1,287 )
 ( 352,994 )
 - 
 ( 1,287 )
 ( 1,287 )
 Shares issued 
 206,239 
 206,239 
 - 
 - 
 - 
 Restricted stock granted 
 1,418,386 
 1,418,386 
 - 
 - 
 - 
 Exercise of stock options 
 158,659 
 158,659 
 481 
 481 
 481 
 Stock-based compensation charge (Note 
 17) 
 7,673 
 7,673 
 7,673 
 Reversal of stock-based compensation 
 charge (Note 17) 
 ( 114,365 )
 ( 114,365 )
 ( 364 )
 ( 364 )
 ( 364 )
 Stock-based compensation charge 
 related to equity-accounted investment 
 (Note 9) 
 15 
 15 
 15 
 Net loss 
 ( 35,074 )
 ( 35,074 )
 - 
 ( 35,074 )
 Other comprehensive loss (Note 15) 
 ( 26,886 )
 ( 26,886 )
 - 
 ( 26,886 )
 Balance – June 30, 2023 
 88,884,532 
 $ 
 83 
 ( 25,244,286 )
 $ 
 ( 288,238 )
 63,640,246 
 $ 
 335,696 
 $ 
 327,663 
 $ 
 ( 195,726 )
 $ 
 179,478 
 $ 
 - 
 $ 
 179,478 
 $ 
 79,429 
 See accompanying notes to consolidated financial statements. 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 CONSOLIDATED STATEMENT 
OF CASHFLOWS 
 for the years ended June 30, 2023, 2022 and 2021 
 F-10 
 2023 
 2022 
 2021 
 (In thousands) 
 Cash flows from operating activities 
 Net loss 
 $ 
 ( 35,074 )
 $ 
 ( 43,876 )
 $ 
 ( 38,057 )
 Adjustments to reconcile net loss to net cash used in operating activities: 
 Depreciation and amortization 
 23,685 
 7,575 
 4,347 
 Impairment loss (Note 10) 
 7,039 
 - 
 - 
 Movement in allowance for doubtful accounts receivable 
 6,495 
 1,551 
 110 
 Fair value adjustment related to financial liabilities 
 ( 20 )
 ( 466 )
 840 
 (Profit) Loss on disposal of property, plant and equipment 
 ( 468 )
 ( 2,849 )
 480 
 Stock-based compensation charge (Note 17) 
 7,309 
 2,962 
 344 
 Change in fair value of equity securities (Note 6 and 9) 
 - 
 - 
 ( 49,304 )
 Gain on disposal of equity securities (9) 
 - 
 ( 720 )
 - 
 Loss on disposal of equity-accounted investment (9) 
 205 
 376 
 13 
 Loss on disposal of Bank Frick (9) 
 - 
 - 
 472 
 Interest payable 
 5,069 
 9 
 ( 1 )
 Facility fee amortized (Note 12) 
 864 
 251 
 - 
 Loss from equity-accounted investments (Note 9) 
 5,117 
 3,649 
 24,878 
 Movement in allowance for doubtful loans to equity-accounted investments 
 - 
 38 
 4,739 
 Dividends received from equity-accounted investments 
 42 
 155 
 194 
 Changes in net working capital 
 (Increase) Decrease in accounts receivable (Note 20) 
 ( 1,687 )
 11,102 
 6,505 
 Increase in finance loans receivable (Note 20) 
 ( 12,353 )
 ( 2,047 )
 ( 2,754 )
 Decrease (Increase) in inventory 
 2,172 
 ( 4,820 )
 1,279 
 Increase (Decrease) in accounts payable and other payables 
 1,705 
 ( 8,851 )
 ( 335 )
 (Decrease) Increase in taxes payable 
 ( 800 )
 1,087 
 ( 17,210 )
 (Decrease) Increase in deferred taxes 
 ( 8,890 )
 ( 2,324 )
 5,089 
 Net cash provided by (used in) operating activities 
 410 
 ( 37,198 )
 ( 58,371 )
 Cash flows from investing activities 
 Capital expenditures 
 ( 16,156 )
 ( 4,558 )
 ( 4,285 )
 Proceeds from disposal of property, plant and equipment 
 1,497 
 4,217 
 571 
 Acquisition of intangible assets 
 ( 419 )
 - 
 - 
 Proceeds from disposal of equity-accounted investment (Note 9) 
 656 
 865 
 - 
 Loans to equity-accounted investment (Note 9) 
 ( 112 )
 - 
 ( 1,238 )
 Repayment of loans by equity-accounted investments 
 112 
 - 
 134 
 Acquisitions, net of cash acquired (Note 3) 
 - 
 ( 202,159 )
 - 
 Proceeds from disposal of equity-accounted investment - Bank Frick (Note 9) 
 - 
 11,390 
 18,568 
 Proceeds from disposal of equity securities (Note 9) 
 - 
 720 
 - 
 Proceeds from disposal of Net1 Korea, net of cash disposed (Note 3) 
 - 
 - 
 20,114 
 Proceeds from disposal of DNI as equity-accounted investment (Note 9 and Note 20) 
 - 
 - 
 6,010 
 Net change in settlement assets 
 ( 2,036 )
 ( 4,163 )
 7,901 
 Net cash (used in) provided by investing activities 
 ( 16,458 )
 ( 193,688 )
 47,775 
 Cash flows from financing activities 
 Proceeds from bank overdraft (Note 12) 
 520,065 
 570,862 
 360,083 
 Repayment of bank overdraft (Note 12) 
 ( 547,271 )
 ( 525,459 )
 ( 365,440 )
 Long-term borrowings utilized (Note 12) 
 24,355 
 78,851 
 - 
 Repayment of long-term borrowings (Note 12) 
 ( 17,512 )
 ( 5,581 )
 - 
 Non-refundable deal origination fees/ guarantee fees (Note 12) 
 ( 100 )
 ( 1,307 )
 - 
 Acquisition of treasury stock 

 ( 1,287 )
 - 
 - 
 Proceeds from exercise of stock options 
 481 
 759 
 53 
 Proceeds from disgorgement of shareholders' short-swing profits (Note 23) 
 - 
 - 
 124 
 Net change in settlement obligations 
 2,148 
 4,134 
 ( 7,901 )
 Net cash (used in) provided by financing activities 
 ( 19,121 )
 122,259 
 ( 13,081 )
 Effect of exchange rate changes on cash 
 ( 10,999 )
 ( 10,338 )
 14,957 
 Net decrease in cash, cash equivalents and restricted cash 
 ( 46,168 )
 ( 118,965 )
 ( 8,720 )
 Cash, cash equivalents and restricted cash – beginning of period 
 104,800 
 223,765 
 232,485 
 Cash, cash equivalents and restricted cash – end of period (Note 20) 
 $ 
 58,632 
 $ 
 104,800 
 $ 
 223,765 
 See accompanying notes to consolidated financial statements 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-11 
 1. 
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 Description of Business 
 Lesaka Technologies, Inc. (“Lesaka” and collectively 
with its consolidated subsidiaries, the “Company”), formerly named Net 1 
 UEPS Technologies, Inc., was incorporated in 
the State of 
Florida on May 
8, 1997. The 
Company is a 
provider of financial technology, 
 or fintech, products and services, primarily in South Africa and neighboring 
countries, 
to unbanked and underbanked consumers, and 
 fintech solutions for 
merchants operating in formal 
and informal markets. 
The Company provides 
cash management and digitization 
 services and 
card acquiring to 
merchants, 
and has developed 
and provides secure 
transaction technology 
solutions and services, 
and 
 offers transaction processing, including bill payment and value-added services (including prepaid 
airtime and electricity products) and 
 financial solutions to its customers.

 
 Basis of presentation 
 The accompanying 
consolidated financial 
statements include 
subsidiaries over 
which Lesaka 
exercises control 
and have 
been 
 prepared in accordance with accounting principles generally accepted 
in the United States of America (“GAAP”).

 
 

 Reorganization charge - financial services restructuring 
during the year ended June 30, 2022
 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 consumer business to a breakeven 
position and then profitability as soon as 
 possible. As part of a cost 
optimization review 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 
third 
quarter 
of 
fiscal 
2022, 
 principally consisting of severance and related 
payments and the payment of 
unutilized leave days. The Company 
recorded an expense 
 of $
 5.9 
 
million in the caption reorganization costs in the Company’s 
consolidated statement of operations for the year ended June 30, 
 2022. The primary difference between the 
reorganization charge amount and the total 
cash paid relates to 
leave pay which was 
accrued 
 in prior periods.

 
 July 2021 civil unrest in South Africa impacting 
the year ended June 30, 2022
 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 across the industry, 
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 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 to repair and replace its branches and ATMs have been met in full, with the 
 Company receiving ZAR 
 38.6 
 
million from SASRIA during the year ended June 30, 2022.
 As a result 
of the disruption 
to ATM 
coverage and 
availability, 
BASA and the 
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 year ended June 30, 2022, as a result of this decision.

 
 Impact of events involving Russia and Ukraine
 The Company 
does not 
expect its 
operations 
to be 
significantly impacted 
by events 
unfolding 
in the 
Ukraine. 
The Company 
 believes that these events may adversely impact South 
African gross domestic product and rates 
of inflation as a result of 
the 
increases 
 in crude oil prices 
and food, including staple food, 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.

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-12 
 2. 
SIGNIFICANT ACCOUNTING POLICIES 
 Principles of consolidation 
 The financial statements of 
entities which are controlled 
by Lesaka, referred to as 
subsidiaries, are consolidated. Inter-company 
 accounts and transactions are eliminated upon consolidation. 

 The Company, if it is the primary beneficiary, 
consolidates entities which are considered to be variable interest entities (“VIE”). 
 The primary beneficiary is considered 
to be the entity that will absorb a 
majority of the entity's expected losses, 
receive a majority of 
 the entity's expected residual returns, or both. No entities were required to be consolidated as a result of these requirements during the 
 years ended 
 June 30,
 
2023, 2022 and 2021.

 
 Business combinations 
 The 
Company 
accounts 
for 
its 
business 
acquisitions 
under 
the 
acquisition 
method 
of 
accounting. 
The 
total 
value 
of 
the 
 consideration paid 
for acquisitions is 
allocated to 
the underlying 
net assets acquired, 
based on their 
respective estimated fair 
values. 
 The Company uses a number 
of valuation methods to determine 
the fair value of assets 
and liabilities acquired, including 
discounted 
 cash 
flows, 
external 
market 
values, 
valuations 
on 
recent 
transactions 
or 
a 
combination 
thereof, 
and 
believes 
that 
it 
uses 
the 
most 
 appropriate 
measure 
or 
a 
combination 
of 
measures 
to 
value 
each 
asset 
or 
liability. 
The Company 
recognizes 
measurement-period 
 adjustments in the reporting period in which the adjustment amounts are determined.

 
 

 Use of estimates
 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions 
that 
 affect 
the 
reported 
amounts 
of 
assets 
and 
liabilities 
and 
disclosure 
of 
contingent 
assets 
and 
liabilities 
at 
the 
date 
of 
the 
financial 
 statements 
and 
the reported 
amounts 
of revenues 
and 
expenses during 
the reporting 
period. 
Actual results 
could 
differ 
from 
those 
 estimates.

 
 Translation of foreign 
currencies 
 The primary 
functional currency 
of the 
consolidated entities 
is the 
South African 
Rand (“ZAR”) 
and the 
Company’s 
reporting 
 currency is the U.S. dollar. 
Assets and liabilities are translated 
at the exchange rates in effect 
at the balance sheet date. Revenues 
and 
 expenses are translated at average 
rates for the period. Translation 
gains and losses are reported in 
accumulated other comprehensive 
 income in total 
equity. 
The Company releases the 
foreign currency translation 
reserve included in accumulated 
other comprehensive 
 income attributable 
to a foreign 
entity upon sale 
or complete, or 
substantially complete, 
liquidation of the 
investment in that 
foreign 
 entity and includes the release in the gain or loss reported related to the sale or 
liquidation of the foreign entity. 
 Foreign exchange transactions are translated at the spot rate ruling at the date of the transaction. Monetary items are translated at 
 the closing 
spot rate 
at the 
balance sheet 
date. Transactional 
gains and 
losses are 
recognized 
in selling, 
general and 
administration 
 expense on the Company’s consolidated 
statement of operations for the period.

 
 Cash, cash equivalents and restricted cash 
 Cash and cash equivalents 
include cash on hand and funds 
deposited in bank accounts with 
financial institutions that are 
liquid, 
 unrestricted and readily available.

 
 

 Allowance for doubtful accounts receivable
 Allowance for doubtful finance loans receivable 
 The 
Company 
regularly 
reviews the 
ageing 
of outstanding 
amounts 
due 
from 
borrowers 
and 
adjusts 
the 
allowance 
based 
on 
 management’s 
estimate 
of 
the 
recoverability 
of 
the 
finance loans 
receivable. 
The 
Company 
writes 
off 
microlending 
finance 
loans 
 receivable and 
related service 
fees and 
interest if 
a borrower 
is in 
arrears with 
repayments for 
more than 
three months 
or dies. 
The 
 Company 
writes off 
merchant and 
working capital 
finance receivables 
and related 
fees when 
it is 
evident that 
reasonable recovery 
 procedures, including where deemed necessary, 
formal legal action, have failed. 
 Allowance for doubtful accounts receivable 
 A specific 
provision is 
established where 
it is considered 
likely that all 
or a portion 
of the amount 
due from customers 
renting 
 safe assets, point of sale (“POS”) equipment, receiving support and maintenance or transaction services 
or purchasing licenses or SIM 
 cards from 
the Company 
will not 
be recovered. 
Non-recoverability is 
assessed based 
on a 
review by 
management of 
the ageing 
of 
 outstanding amounts, the location and the payment history of the customer 
in relation to those specific amounts. 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-13 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued)

 
 Inventory 
 Inventory 
is valued 
at the 
lower of 
cost and 
net realizable 
value. Cost 
is determined 
on a 
first-in, 
first-out basis 
and includes 
 transport and handling costs.

 
 Property, plant 
and equipment 
 Property, 
plant and 
equipment are 
shown at 
cost less accumulated 
depreciation. Property, 
plant and 
equipment are 
depreciated 
 on the straight-line basis at rates which 
are estimated to amortize the assets to 
their anticipated residual values over their useful 
lives. 
 Within the following asset classifications, the expected 
economic lives are approximately: 
 Safe assets 
 8 
 
years 
 Computer equipment 
 3 
 
to 
 8 
 
years 
 Office equipment 
 2 
 
to 
 10 
 
years 
 Vehicles 
 3 
 
to 
 8 
 
years 
 Furniture and fittings 
 3 
 
to 
 10 
 
years

 
 The gain or loss arising 
on the disposal or retirement 
of an asset is determined 
as the difference between 
the sales proceeds and 
 the carrying amount of the asset and is recognized in income.

 
 Leases 
 The Company determines whether an arrangement is a lease at inception. 
Operating leases are included in operating lease right-
 of-use assets (“ROU”), 
operating lease liability 
- current, and 
operating lease liability 
– long term 
in its consolidated 
balance sheets. 
 The Company 
does not 
have any 
significant finance 
leases as 
of June 
30, 2023 
and 2022, 
respectively, 
but its 
policy is 
to include 
 finance leases in property and equipment, other payables, and other 
long-term liabilities in its consolidated balance sheets. 
 A ROU asset 
represents the 
Company’s 
right to use 
an underlying 
asset for the 
lease term and 
the lease liabilities 
represent its 
 obligation to 
make lease 
payments arising 
from the 
lease arrangement. 
Operating lease 
ROU assets 
and liabilities 
are recognized 
at 
 commencement date based on 
the present value of 
lease payments over the 
lease term. As 
most of the 
Company’s leases do not provide 
 an implicit rate, 
the Company generally 
uses its incremental 
borrowing rate 
based on 
the estimated rate 
of interest for 
collateralized 
 borrowing over 
a similar term 
of the lease 
payments at commencement 
date. The operating 
lease ROU asset 
also includes any 
lease 
 prepayments made 
and excludes lease 
incentives. The terms 
of the Company’s 
lease arrangements may 
include options to 
extend or 
 terminate 
the 
lease 
when 
it is 
reasonably 
certain 
that 
the Company 
will exercise 
that 
option. 
Lease 
expense 
for 
lease payments 
is 
 recognized on a straight-line basis over the lease term.

 
 The Company does not recognize right-of-use assets and lease liabilities for lease arrangements with a term of twelve months or 
 less. The Company 
accounts for all 
components in a 
lease arrangement as 
a single combined 
lease component. Costs 
incurred in the 
 adaptation of leased properties to 
serve the requirements of 
the Company (leasehold improvements) are 
capitalized and amortized over 
 the shorter of the estimated useful life of the asset and the remaining term of 
the lease.

 
 Equity-accounted investments 
 The Company uses the equity 
method to account for 
investments in companies when 
it has significant influence but 
not control 
 over 
the operations 
of the 
company. 
Under the 
equity method, 
the Company 
initially records 
the investment 
at cost 
and 
thereafter 
 adjusts the carrying value of the investment to recognize its proportional share of the equity-accounted company’s net income or loss. 
 In addition, when an investment qualifies for the equity 
method (as a result of an increase in the level of ownership 
interest or degree 
 of influence), 
the cost 
of acquiring 
the additional 
interest in 
the investee 
is added 
to the 
current basis 
of the 
Company’s 
previously 
 held interest and the equity method would be 
applied subsequently from the date on which 
the Company obtains the ability to exercise 
 significant influence over the investee. 
 The Company 
releases a 
pro rata 
portion of 
the foreign 
currency translation 
reserve related 
to an 
equity-accounted investment 
 that is 
included 
in accumulated 
other comprehensive 
income to 
earnings upon 
the sale 
of a 
portion of 
its ownership 
interest in 
the 
 equity-accounted 
investment. 
The 
release 
of 
the 
pro 
rata 
portion 
of 
the 
foreign 
currency 
translation 
reserve 
is 
included 
in 
the 
 measurement of 
the gain 
or loss 
on sale 
of a 
portion of 
the Company’s 
ownership interest 
in the 
equity-accounted investment. 
The 
 Company does not recognize cumulative losses in excess of its investment or loans in an equity-accounted 
investment except if it has 
 an obligation to provide additional financial support. 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-14 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Equity-accounted investments (continued) 
 Dividends received from an equity-accounted investment reduce the carrying value 
of the Company’s investment. The Company 
 has elected to classify distributions received from equity method investees using the nature of the distribution approach. 
This election 
 requires the Company to evaluate 
each distribution received on the 
basis of the source of the 
payment and classify the distribution 
as 
 either 
operating 
cash 
inflows 
or 
investing 
cash 
inflows. 
The 
Company 
reviews 
its 
equity-accounted 
investments 
for 
impairment 
 whenever events or circumstances indicate that the carrying amount of 
the investment may not be recoverable.

 
 Goodwill 
 Goodwill 
represents 
the 
excess 
of 
the 
purchase 
price 
of 
an 
acquired 
enterprise 
over 
the 
fair 
values 
of 
the 
identifiable 
assets 
 acquired and liabilities assumed. The Company tests for impairment 
of goodwill on an annual basis and at any other time if events 
or 
 circumstances change that would more likely than not 
reduce the fair value of the 
reporting unit’s goodwill below its carrying amount. 

 Circumstances that 
could trigger 
an impairment test 
include but are 
not limited to: 
a significant adverse 
change in the 
business 
 climate or legal 
factors; an adverse 
action or assessment 
by a regulator; 
unanticipated competition; loss 
of key personnel; 
the likelihood 
 that a reporting unit or 
significant portion of a reporting 
unit will be sold 
or otherwise disposed; and results 
of testing for recoverability 
 of a significant asset group within a reporting unit. If goodwill is allocated to a reporting unit 
and the carrying amount of the reporting 
 unit exceeds 
the fair value 
of that reporting 
unit, an impairment 
loss is recorded 
in the statement 
of operations. 
Measurement of 
the 
 fair value 
of a reporting 
unit is based 
on one 
or more 
of the following 
fair value 
measures: the amount 
at which the 
unit as a 
whole 
 could be 
bought or sold 
in a current 
transaction between 
willing parties; present 
value techniques 
of estimated future 
cash flows; or 
 valuation techniques based on multiples of earnings or revenue, or 
a similar performance measure.

 
 

 Intangible assets 
 Intangible assets are shown at 
cost less accumulated amortization. Intangible assets 
are amortized over the following 
useful lives: 
 Customer relationships 
 1 
 
to 
 15 
 
years 
 Software, integrated platform and unpatented technology 
 3 
 
to 
 10 
 
years 
 FTS patent 
 10 
 
years 
 Exclusive licenses 
 7 
 
years 
 Brands and trademarks 
 3 
 
to 
 20 
 
years

 
 Intangible assets 
are periodically 
evaluated for 
recoverability, 
and those 
evaluations take 
into account 
events or 
circumstances 
 that warrant revised estimates of useful lives or that indicate that impairment 
exists.

 
 Debt and equity securities 
 Debt securities 
 The Company is required to 
classify all applicable debt securities 
as either trading securities, available 
for sale or held 
to maturity 
 upon investment in the security. 

 Trading 
 Debt securities 
acquired by 
the Company 
which it 
intends 
to sell 
in the 
short-term 
are classified 
as trading 
securities and 
are 
 initially measured 
at fair 
value. These 
debt securities 
are subsequently 
measured at 
fair value 
and realized 
and unrealized 
gains and 
 losses 
from 
these 
trading 
securities 
are 
included 
in 
the 
Company’s 
consolidated 
statement 
of 
operations. 
Classification 
of 
a 
debt 
 security as a trading 
security is not precluded 
simply because the Company 
does not intend to sell 
the security in the 
short term. The 
 Company had no debt securities that were classified as trading securities as of June 
30, 2023 and 2022, respectively. 
 Available for sale 
 Debt 
securities 
acquired 
by the 
Company 
that 
have 
readily 
determinable 
fair values 
are classified 
as available 
for 
sale if 
the 
 Company has not classified them as trading securities or if it does not have 
the ability or positive intent to hold the debt security until 
 maturity. 
The Company is 
required to make 
an election to 
account for these 
debt securities as 
available for 
sale. These available 
for 
 sale debt securities 
are initially measured 
at fair value. These 
debt securities are 
subsequently measured at 
fair value with unrealized 
 gains 
and 
losses 
from 
available 
for 
sale 
investments 
in 
debt 
securities 
reported 
as 
a 
separate 
component 
of 
accumulated 
other 
 comprehensive income, net of deferred income 
taxes, in shareholders’ equity. The Company had no 
debt securities that were classified 
 as available for sale securities as of June 30, 2023 and 2022, respectively. 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-15 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Debt and equity securities (continued) 
 Debt securities (continued) 
 Held to maturity 
 Debt securities acquired by the Company which it has the ability and the positive intent to hold to maturity are classified as held 
 to maturity debt securities. The Company is required to make an election to classify these debt securities as held to maturity and these 
 securities are carried at amortized cost. The amortized cost 
of held to maturity debt securities 
is adjusted for amortization of premiums 
 and accretion of discounts to maturity. 
Interest received from the held to 
maturity security together with this amortization 
is included 
 in interest income in the Company’s consolidated statement of operations. The Company had 
a held to maturity security as of 
June 30, 
 2023 and 2022, respectively, 
refer to Note 4. 
 Impairment of debt securities 
 The Company’s 
available for sale 
and held 
to maturity debt 
securities with unrealized 
losses are reviewed 
quarterly to identify 
 other-than-temporary impairments in value. 
 With regard to available for sale and held to maturity debt securities, the Company considers (i) the ability and intent to hold the 
 debt security for a 
period of time to 
allow for recovery of 
value (ii) whether it 
is more likely than 
not that the Company 
will be required 
 to sell the debt security; 
and (iii) whether it expects 
to recover the entire carrying 
amount of the debt security. 
The Company records 
 an impairment 
loss in its 
consolidated statement 
of operations representing 
the difference between 
the debt securities 
carrying value 
 and the current fair value as 
of the date of the impairment 
if the Company determines that 
it intends to sell the debt 
security or if that 
 it is 
more likely 
than not 
that it 
will be 
required to 
sell the 
debt security 
before recovery 
of the 
amortized cost 
basis. However, 
the 
 impairment loss 
is split 
between a 
credit loss 
and a 
non-credit loss 
for debt 
securities that 
the Company 
determines that 
it does 
not 
 intend to sell or that it is more likely than not that it will 
not be required to sell the debt securities before the recovery of the amortized 
 cost basis. The credit loss portion, which is measured as the difference 
between the debt security’s cost 
basis and the present value of 
 expected future cash flows, 
is recognized in the Company’s 
consolidated statement of operations. 
The non-credit loss portion, 
which 
 is measured 
as the 
difference between 
the debt 
security’s 
cost basis and 
its current 
fair value, 
is recognized 
in other 
comprehensive 
 income, net of applicable taxes.

 
 Equity securities 
 Equity 
securities 
are 
measured 
at 
fair 
value. 
Changes 
in 
the 
fair 
value 
of 
equity 
securities 
are 
recorded 
in 
the 
Company’s 
 consolidated statement 
of operations within 
the caption titled 
“change in fair 
value of equity 
securities”. The 
Company may elect 
to 
 measure equity securities without readily determinable fair 
values at its 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 (“cost 
minus changes 
 in observable 
prices equity 
securities”). Changes 
in the fair 
value of 
the Company’s 
cost minus 
changes in 
observable prices 
equity 
 securities during the year ended June 30, 
2023 and 2021, respectively, are discussed in Note 9. There were 
no changes in the fair value 
 of 
the 
Company’s 
cost 
minus 
changes 
in 
observable 
prices 
equity 
securities 
during 
the 
year 
ended 
June 
30, 
2022. 
The 
Company 
 performs a qualitative assessment on a quarterly basis and recognizes 
an impairment loss if there are sufficient indicators that 
the fair 
 value of the equity security is less than its carrying value.

 
 Policy reserves and liabilities 

 Reserves for policy benefits and claims payable 
 The Company determines its reserves for policy benefits under 
its life insurance products using a model which estimates claims 
 incurred 
that have 
not been 
reported 
and 
total 
present 
value 
of disability 
claims-in-payment 
at 
the balance 
sheet 
date. This 
model 
 allows for 
best estimate 
assumptions based 
on experience 
(where sufficient) 
plus prescribed 
margins, 
as required 
in the 
markets in 
 which these products are offered, namely South Africa. 
 The best estimate assumptions include (i) mortality and morbidity assumptions reflecting the company’s 
most recent experience 
 and (ii) claim reporting delays reflecting Company specific and industry experience. Most of the disability claims-in-payment reserve 
 is 
reinsured 
and 
the 
reported 
values 
were 
based 
on 
the 
reserve 
held 
by 
the 
relevant 
reinsurer. 
The 
values 
of 
matured 
guaranteed 
 endowments are increased by late payment interest (net of the asset management 
fee and allowance for tax on investment income). 
 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-16 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Policy reserves and liabilities (continued) 
 Deposits on investment contracts 
 For the Company’s interest-sensitive 
life contracts, liabilities approximate the policyholder’s account 
value.

 
 Reinsurance contracts held 
 The Company enters into reinsurance 
contracts with reinsurers under 
which the Company is compensated 
for the entire amount 
 or a portion of losses arising on one or more of the insurance contracts it issues. 
 The expected benefits to which the Company is 
entitled under its reinsurance contracts held are recognized as reinsurance 
assets. 
 These assets consist 
of short-term 
balances due from 
reinsurers (classified within 
Accounts receivable, 
net and other 
receivables) as 
 well as long-term receivables (classified within other long-term assets) that are dependent on the expected claims and benefits arising 
 under the 
related reinsurance 
contracts. Amounts 
recoverable from 
or due 
to reinsurers 
are measured 
consistently with 
the amounts 
 associated with the reinsured contracts and in accordance with the terms of each reinsurance contract. Reinsurance assets are assessed 
 for impairment at 
each balance sheet 
date. If there 
is reliable 
objective evidence that 
amounts due may 
not be recoverable, 
the Company 
 reduces the carrying amount of the reinsurance asset to its recoverable amount and recognizes that impairment loss in its consolidated 
 statement of operations. Reinsurance premiums are recognized when 
due for payment under each reinsurance contract.

 
 Redeemable common stock 
 Common stock 
that is 
redeemable (1) 
at a 
fixed or 
determinable price 
on a 
fixed or 
determinable date, 
(2) at 
the option 
of the 
 holder, 
or (3) 
upon the 
occurrence of 
an event 
that is 
not solely 
within the 
control of 
Company is 
presented outside 
of total 
Lesaka 
 equity (i.e. permanent equity). Redeemable common stock is 
initially recognized at issuance date fair value 
and the Company does not 
 adjust 
the 
issuance date 
fair value 
if redemption 
is not 
probable. 
The Company 
re-measures 
the redeemable 
common 
stock 
to the 
 maximum 
redemption 
amount 
at 
the 
balance 
sheet 
date 
once 
redemption 
is 
probable. 
Reduction 
in 
the 
carrying 
amount 
of 
the 
 redeemable common stock is 
only appropriate to the 
extent that the Company 
has previously recorded increases 
in the carrying amount 
 of the 
redeemable 
equity instrument 
as the 
redeemable common 
stock may 
not be 
carried at 
an amount 
that is 
less than 
the initial 
 amount reported outside of permanent equity. 
 Redeemable common stock is reclassified as permanent equity when presentation outside 
permanent equity is no longer required 
 (if, for example, a redemption 
feature lapses, or there 
is a modification of the 
terms of the instrument). The 
existing carrying amount 
 of the redeemable common 
stock is reclassified to permanent 
equity at the date of 
the event that caused the 
reclassification and prior 
 period consolidated financial statements are not adjusted.

 
 Revenue recognition 

 The 
Company 
recognizes 
revenue 
upon 
transfer 
of 
control 
of 
promised 
products 
or 
services 
to 
customers 
in 
an 
amount 
that 
 reflects 
the 
consideration 
the 
Company 
expects 
to 
receive 
in 
exchange 
for 
those 
products 
or 
services. 
The 
Company 
enters 
into 
 contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted 
 for as separate performance obligations. Revenue is recognized net of allowances 
for returns and any taxes collected from customers, 
 which are subsequently remitted to governmental authorities. 
 Nature of products and services 
 Telecom 
products and services 
 The Company 
purchases airtime for 
resale to customers 
and acts as 
a principal 
in these transactions. 
The Company 
recognizes 
 revenue as the airtime is delivered to the customer.
 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-17 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Revenue recognition (continued) 
 Nature of products and services (continued) 
 Processing fees 
 The Company 
earns processing 
fees from 
transactions processed 
for its 
customers. The 
Company provides 
its customers 
with 
 transaction processing services that 
involve the collection, transmittal 
and retrieval of 
all transaction data 
in exchange for 
consideration 
 upon completion of 
the transaction. In 
certain instances, the 
Company also 
provides a funds 
collection and 
settlement service for 
its 
 customers. 
The 
Company 
also 
provides 
customers 
with 
cash 
management 
and 
digitization 
services 
which 
enables 
its 
merchant 
 customers 
to 
deposit 
cash 
into 
digital 
vaults 
(safe 
assets) 
operated 
by 
the 
Company, 
after 
which 
the 
funds 
are 
then 
electronically 
 accessible 
by 
customers 
to 
either 
transfer 
to 
their nominated 
bank 
account 
or to 
pay 
certain 
pre-selected 
suppliers. 
The Company 
 considers each of these services 
as a single performance obligation. 
The Company’s 
contracts specify a transaction price for 
services 
 provided. Processing 
revenue fluctuates 
based on 
the type 
and the 
volume of 
transactions processed. 
Revenue is 
recognized on 
the 
 completion of the processed transaction. 
 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’s 
contracts specify 
a transaction 
price for 
each service 
provided (for 
instance, ATM 
withdrawal, balance 
 enquiry, 
etc.). Processing 
revenue fluctuates 
based on 
the type 
and volume 
of transactions 
performed 
by the 
customer. 
Revenue is 
 recognized on the completion of the processed transaction. 
 The Company, 
as a transaction 
processor and in 
the capacity of 
an agent, facilitates 
the delivery value 
added services (“VAS”) 
 to its customers (including prepaid 
airtime, prepaid electricity and gaming 
vouchers) and earns a commission 
once these services are 
 delivered to the customer. Revenue 
from these transactions fluctuates based on the volume of VAS 
services distributed. 
 Account holder fees 
 The Company 
provides bank accounts 
to customers 
and this service 
is underwritten 
by a regulated 
banking institution 
because 
 the Company is not 
a bank. The Company 
charges its customers 
a fixed monthly 
bank account administration 
fee for all active 
bank 
 accounts regardless of 
whether the account 
holder has transacted 
or not. The 
Company recognizes account 
holder fees on a 
monthly 
 basis on all active bank accounts. Revenue from account holders’ 
fees fluctuates based on the number of active bank accounts. 
 Lending revenue 
 The 
Company 
provides 
short-term 
loans 
to 
customers 
(consumers) 
in 
South 
Africa 
and 
charges 
up-front 
initiation 
fees 
and 
 monthly service fees. 
Initiation fees are 
recognized using 
the effective interest 
rate method, which 
requires the utilization 
of the rate 
 of return implicit in the loan, that is, the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount 
 existing at the origination or acquisition of 
the loan. Monthly service fee 
revenue is recognized under the contractual terms 
of the loan. 
 The monthly service fee amount is fixed upon initiation and does not 
change over the term of the loan. 
 Interest earned from 
customers 
 The Company provides short-term loans to merchants in South Africa and levies interest on the amount lent. The Company does 
 not charge 
these customers 
up-front initiation 
fees or 
monthly service 
fees. Interest 
earned from 
customers is 
recognized using 
the 
 effective interest 
rate method, 
which requires 
the utilization 
of the 
rate of 
return implicit 
in the 
loan, that 
is, the 
contractual interest 
 rate adjusted 
for any net 
deferred loan 
fees or 
costs, premium, 
or discount 
existing at 
the origination 
or acquisition 
of the 
loan. The 
 interest rate included in the contract with the customer generally changes with changes to benchmark rates of interest set by the South 
 African Reserve Bank.

 
 Technology 
products 

 The Company supplies hardware and licenses for its customers to use the Company’s 
technology. Hardware includes the sale of 
 POS devices, SIM cards and other consumables which 
can occur on an ad 
hoc basis. The Company recognizes revenue from hardware 
 at the transaction price specified 
in the contract as the hardware is 
delivered to the customer. 
Licenses include the right to use 
certain 
 technology developed by the Company and the associated revenue is recognized 
ratably over the license period. 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-18 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Revenue recognition (continued) 
 Nature of products and services (continued) 
 Insurance revenue 
 The Company writes 
life insurance contracts, and 
policy holders pay 
the Company a 
monthly insurance premium at 
the beginning 
 of each month. Premium revenue 
is recognized on a monthly basis net of 
policy lapses. Policy lapses are provided 
for on the basis of 
 expected non-payment of policy premiums. 
 Accounts Receivable, Contract Assets and Contract Liabilities 
 The 
Company 
recognizes 
accounts 
receivable 
when 
its 
right 
to 
consideration 
under 
its 
contracts 
with 
customers 
becomes 
 unconditional. The Company has no contract assets or contract liabilities.

 
 

 Research and development expenditure 
 Research and 
development expenditure 
is charged 
to net 
income in 
the period 
in which 
it is 
incurred. During 
the years 
ended 
 June 30, 2023, 
2022 and 2021, the 
Company incurred research 
and development expenditures 
of $
 0.5 
 
million, $
 0.5 
 
million and $
 0.3 
 million, respectively.

 
 Computer software development 
 Product 
development 
costs in 
respect 
of 
software 
intended 
for 
sale 
to 
licensees 
are 
expensed 
as 
incurred 
until 
technological 
 feasibility is attained. 
Technological 
feasibility is attained 
when the Company’s 
software has completed 
system testing and has 
been 
 determined 
to 
be 
viable 
for 
its 
intended 
use. 
Once 
technological 
feasibility 
is 
reached, 
the 
Company 
capitalized 
such 
costs 
and 
 amortizes 
these costs over 
the products’ 
estimated life. The 
time between 
the attainment 
of technological feasibility 
and completion 
 of software development is generally short with insignificant amounts of development 
costs incurred during this period. 

 Costs in 
respect of 
the development 
of software 
for the 
Company’s 
internal use 
are expensed 
as incurred, 
except to 
the extent 
 that 
these 
costs 
are 
incurred 
during 
the 
application 
development 
stage. 
All 
other 
costs 
including 
those 
incurred 
in 
the 
project 
 development and post-implementation stages are expensed as incurred.

 
 Income taxes 

 The 
Company 
provides 
for 
income taxes 
using 
the asset 
and 
liability 
method. 
This 
approach recognizes 
the amount 
of taxes 
 payable 
or 
refundable 
for 
the 
current 
year, 
as 
well 
as 
deferred 
tax 
assets 
and 
liabilities 
for 
the 
future 
tax 
consequence 
of 
events 
 recognized in the financial statements and tax returns. Deferred income 
taxes are adjusted to reflect the effects of changes in tax 
laws 
 or enacted tax rates. There was a change in the South African enacted tax 
rate during the year ended June 30, 2023, from 
 28 
 % to 
 27 
 %, 
 and the 
Company measured 
its South 
African income 
taxes and 
deferred income 
taxes for 
the year 
ended June 
30, 2023, 
using the 
 enacted statutory tax 
rate in South Africa 
of 
 27 
 %. The Company used 
the enacted statutory 
tax rate of 
 28 
 % for the years 
ended June 
 30, 2022 and 2021, respectively. 
 In establishing the appropriate deferred tax asset valuation allowances, the Company assesses the realizability of its deferred tax 
 assets, and based on all available evidence, both positive 
and negative, determines whether it is more likely than not 
that the deferred 
 tax assets or a portion thereof will be realized. 
 Reserves for uncertain tax positions are recognized in the financial 
statements for positions which are not considered more likely 
 than not 
of being 
sustained based 
on the 
technical merits 
of the 
position on 
audit by 
the tax 
authorities. For 
positions that 
meet the 
 more 
likely than 
not standard, 
the measurement 
of the 
tax benefit 
recognized 
in the 
financial statements 
is based 
upon 
the largest 
 amount of tax benefit that, in management’s judgement, is greater than 50% likely of being 
realized based on a cumulative probability 
 assessment 
of 
the 
possible 
outcomes. 
The 
Company’s 
policy 
is 
to 
include 
interest 
related 
to 
unrecognized 
tax 
benefits 
in 
interest 
 expense and penalties in selling, general and administration in the consolidated 
statements of operations. 
 The Company has elected the period cost method 
and records U.S. inclusions in taxable income related to global 
intangible low 
 taxed income (“GILTI”) 
as a current-period expense when incurred.

 
 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-19 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Stock-based compensation 
 Stock-based compensation represents the 
cost related to 
stock-based awards granted. 
The Company measures 
equity-based stock-
 based compensation cost at 
the grant date, based on 
the estimated fair value of 
the award, and recognizes the 
cost as an expense on 
a 
 straight-line basis (net of estimated forfeitures) over the requisite 
service period. In respect of awards with only service 
conditions that 
 have a graded 
vesting schedule, the 
Company recognizes compensation 
cost on a straight-line 
basis over the 
requisite service period 
 for the 
entire award. 
The forfeiture 
rate is 
estimated using 
historical trends 
of the 
number of 
awards forfeited 
prior to 
vesting. 
The 
 expense is recorded in 
the statement of operations and 
classified based on the recipients’ 
respective functions. The Company 
records 
 deferred tax 
assets for awards 
that result in 
deductions on the 
Company’s 
income tax returns, 
based on the 
amount of compensation 
 cost recognized and the Company’s 
statutory tax rate in the jurisdiction 
in which it will receive a deduction. 
Differences between the 
 deferred tax 
assets recognized 
for financial 
reporting purposes 
and the 
actual tax 
deduction reported 
on the 
Company’s 
income tax 
 return are recorded in income tax expense in the consolidated statement 
of operations.

 
 Equity instruments issued to third parties 
 Equity instruments issued 
to third parties represents 
the cost related to 
equity instruments granted. 
The Company measures this 
 cost at the grant date, based on the 
estimated fair value of the award, and recognizes the cost as 
an expense on a straight-line basis (net 
 of estimated forfeitures) over 
the requisite service period. The forfeiture 
rate is estimated based on 
the Company’s expectation 
of the 
 number of 
awards that will 
be forfeited 
prior to vesting. 
The Company 
records deferred tax 
assets for equity 
instrument awards that 
 result 
in 
deductions 
on 
the 
Company’s 
income 
tax 
returns, 
based 
on 
the 
amount 
of 
equity 
instrument 
cost 
recognized 
and 
the 
 Company’s 
statutory 
tax 
rate 
in 
the 
jurisdiction 
in 
which 
it 
will 
receive 
a 
deduction. 
Differences 
between 
the 
deferred 
tax 
assets 
 recognized for financial reporting purposes and the actual tax deduction reported on the Company’s 
income tax return are recorded in 
 the statement of operations.

 
 Settlement assets and settlement obligations
 The Company provides customers with cash management and digitization 
services which enable its merchant customers to 
 deposit cash into digital vaults (safe assets) operated by the Company, 
after which the funds are then electronically accessible by 
 customers to either transfer to their nominated bank account or to 
pay certain pre-selected suppliers. 
 Settlement assets comprise (1) cash received from merchant customers 
from cash deposits into the Company’s safe assets, which 
 are 
then 
electronically 
accessible 
by 
customers 
to 
either 
transfer 
to 
their 
nominated 
bank 
account 
or 
to 
pay 
certain 
pre-selected 
 suppliers, 
and 
(2) 
cash 
received 
from 
credit 
card 
companies 
(as 
well 
as 
other 
types 
of 
payment 
services) 
which 
have 
business 
 relationships 
with 
merchants 
selling 
goods 
and 
services 
that 
are 
the 
Company’s 
customers 
and 
on 
whose 
behalf 
it 
processes 
the 
 transactions between various parties. 
 Settlement 
obligations 
comprise 
(1) 
amounts 
that 
the 
Company 
is 
obligated 
to 
disburse 
to 
merchant 
customers 
or 
to 
their 
 nominated pre-selected suppliers, and (2) 
amounts that the Company is obligated 
to disburse to merchants selling goods 
and services 
 that are the Company’s customers and on whose behalf it processes 
the transactions between various parties and settles the funds from 
 the credit card companies to the Company’s 
merchant customers. 
 The balances 
at each reporting 
date may vary 
widely depending on 
the timing of 
the receipts and 
payments of these 
assets and 
 obligations.

 
 Recent accounting pronouncements adopted 
 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 and related disclosures.

 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-20 
 2. 
SIGNIFICANT ACCOUNTING POLICIES (continued) 
 Recent accounting pronouncements not yet adopted 
as of June 30, 2023 
 In 
June 
2016, 
the 
FASB 
issued 
guidance 
regarding 
 Measurement 
of 
Credit 
Losses 
on 
Financial 
Instruments
 . 
The 
guidance 
 replaces 
the 
incurred 
loss 
impairment 
methodology 
in 
current 
GAAP 
with 
a 
methodology 
that 
reflects 
expected 
credit losses 
and 
 requires consideration of a 
broader range of reasonable 
and supportable information to 
inform credit loss estimates. 
For trade and other 
 receivables, loans, and other 
financial instruments, an entity 
is required to use a 
forward-looking expected loss model 
rather than the 
 incurred loss 
model for 
recognizing credit 
losses, which 
reflects losses 
that are 
probable. Credit 
losses relating 
to available-for-sale 
 debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the 
 securities. This guidance is effective for 
the Company beginning July 1, 2023. The Company 
is currently assessing the impact of this 
 guidance on its financial statements and related disclosures, but does 
not expect the impact on its financial results to be material. 
 In November 
2019, 
the FASB 
issued guidance 
regarding
 
Financial 
Instruments—Credit 
Losses (Topic 
326), 
Derivatives and 
 Hedging 
(Topic 
815), 
and 
Leases 
(Topic 
842).
 
The 
guidance 
provides 
a 
framework 
to 
stagger 
effective 
dates 
for 
future 
major 
 accounting 
standards 
and 
amends 
the 
effective 
dates 
for 
certain 
major 
new 
accounting 
standards 
to 
give 
implementation 
relief 
to 
 certain types 
of entities, 
including Smaller 
Reporting Companies. 
The Company 
is a Smaller 
Reporting Company. 
Specifically, 
the 
 guidance changes some effective 
dates for certain 
new standards on 
the following topics 
in the FASB Codification, namely Derivatives 
 and Hedging 
(ASC 815); 
Leases (ASC 
842); Financial 
Instruments — 
Credit Losses 
(ASC 326); 
and Intangibles 
— Goodwill 
and 
 Other 
(ASC 
350). 
The 
guidance 
defers 
the 
adoption 
date 
of 
guidance 
regarding 
 Measurement 
of 
Credit 
Losses 
on 
Financial 
 Instruments
 
by the Company from July 1, 2020 to July 1, 2023. The Company is currently assessing the impact of this guidance on its 
 financial statements and related disclosures, but does not expect the impact on its financial 
results to be material.

 

 
 3. 
ACQUISITIONS 
 The Company did not make any acquisitions during the years ended June 30, 2023 and 2021. The cash 
paid, net of cash received 
 related to the Company’s acquisition during 
the year ended June 30, 2022, is summarized in the table below:

 
 2022 
 Total cash paid 
 $ 
 240,582 
 Less: cash acquired 
 38,423 
 Total cash paid, net 
of cash received
 (1)
 $ 
 202,159 

 

 
 (1) – represents the cash paid, net of cash acquired, to acquire a controlling 
interest in the Connect.

 
 

 2023 
Acquisitions 
 None.
 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, 
Lesaka SA (formerly 
named 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 total 
purchase consideration 
was ZAR 
 3.8 
 
billion ($
 258.9 
 
million), comprising 
ZAR 
 3.5 
 
billion ($
 240.6 
 
million) in 
cash, 
 contingent 
consideration 
of 
ZAR 
 23.8 
 
million 
($
 1.6 
 
million), 
and 
ZAR 
 241.9 
 
million 
($
 16.7 
 
million) 
in 
 3,185,079 
 
shares 
of 
the 
 Company’s common stock. The contingent 
consideration related to 
a tax matter 
which was resolved 
in July 2022, 
and the consideration 
 was 
settled 
in 
cash 
in 
September 
2022. 
The 
contingent 
consideration 
is 
included 
in 
the 
caption 
other 
payables 
in 
the 
Company’s 
 consolidated balance 
sheet as of 
June 30, 
2022, refer 
to Note 13. 
The 
 3,185,079 
 
shares of common 
stock are issuable 
in 
 three 
 
equal 
 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 
 . Refer to Note 14 
 for issuances during the 
year ended June 30, 2023. 
The fair value of the purchase 
consideration settled in shares of 
common stock of 
 $
 16.7 
 
million 
was 
calculated 
as 
 3,185,079 
 
shares 
of 
Lesaka 
common 
stock 
multiplied 
by 
the 
April 
13, 
2022 
closing 
price 
on 
the 
 NasdaqGS of $
 5.23 
 . 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-21 
 3. 
ACQUISITIONS (continued) 
 2022 
Acquisitions (continued) 
 April 2022 acquisition of Connect (continued) 
 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 
Lesaka SA 
and CCMS 
for an 
aggregate of 
ZAR 
 2.4 
 
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 
 1.3 
 
billion related to finance agreements signed between CCMS 
and RMB. Of the 
 ZAR 
 1.3 
 
billion related to 
CCMS, approximately 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 
, 
refer to Note 12. 
 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, Lesaka is required to 
establish an employee share 
 ownership scheme 
(“ESOP”) within 
 36 
 
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 Lesaka 
equal in value 
to at least 
 3 
 % of the 
 issued 
shares, 
or 
approximately 
 1.8 
 
million 
shares, 
in 
Lesaka 
at 
the 
date 
of 
the 
Connect 
acquisition. 
If 
within 
 24 
 
months 
of 
the 
 implementation date of 
the transaction, Lesaka generates 
a positive net profit 
for three consecutive quarters, 
the ESOP shall increase 
 to 
 5 
 % of the issued shares, or approximately 
 3.0 
 
million shares, in Lesaka at the date of the Connect acquisition. The final structure of 
 the ESOP is 
contingent on 
Lesaka shareholder 
approval and relevant 
regulatory and 
governance approvals. 
The ESOP had 
not been 
 established as of the date of the consolidated annual financial statements. 
 The 
Company 
incurred 
transaction-related 
expenditures 
of 
$
 6.0 
 
million 
during 
the 
year 
ended 
June 
30, 
2022, 
related 
to 
the 
 acquisition of Connect. On acquisition, the Company recognized 
a deferred tax liability of approximately $
 50.3 
 
million related to the 
 acquisition 
of 
Connect 
intangible 
assets 
during 
the 
year 
ended 
June 
30, 
2022. 
The 
final 
purchase 
price 
allocation 
of 
the 
Connect 
 acquisition, translated at the foreign exchange rates applicable on the date 
of acquisition, is provided in the table below:

 
 Connect 
 April 2022 
 Cash and cash equivalents 

 $ 
 38,423 
 Accounts receivable 
 24,032 
 Finance loans receivable 
 15,706 
 Inventory 

 11,431 
 Property, plant and equipment 
 20,872 
 Operating lease right of use asset 
 753 
 Equity-accounted investment 
 73 
 Goodwill 
 153,693 
 Intangible assets 
 179,484 
 Deferred income taxes assets 
 2,284 
 Short term facilities 
 ( 16,903 )
 Accounts payable 

 ( 27,914 )
 Other payables 

 ( 4,793 )
 Operating lease liability – current 
 ( 434 )
 Current portion of long – term borrowings 
 - 
 Income taxes payable 

 ( 982 )
 Deferred income taxes liabilities 
 ( 50,255 )
 Operating lease liability - long-term 
 ( 319 )
 Long-term borrowings 
 ( 86,960 )
 Settlement assets 

 13,561 
 Settlement liabilities 

 ( 12,875 )
 Fair value of assets and liabilities on acquisition 
 $ 
 258,877 

 

 
 2021 Acquisitions 
 None.

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-22 
 4.
 

 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 
June 30, 
2023, and June 
30, 2022, are 
presented in the 
 table below:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Accounts receivable, trade, net 

 $ 
 11,037 
 $ 
 13,904 
 Accounts receivable, trade, gross 

 11,546 
 14,413 
 Allowance for doubtful accounts receivable, end of period 
 509 
 509 
 Beginning of period 
 509 
 267 
 Reallocation to allowance for doubtful finance loans receivable
 (1)
 ( 418 )
 - 
 Reversed to statement of operations 
 ( 31 )
 ( 133 )
 Charged to statement of operations 

 2,006 
 779 
 Utilized 

 ( 1,646 )
 ( 154 )
 Foreign currency adjustment 

 89 
 ( 250 )
 Loans provided to Carbon, net of allowance: 2022: $
 3,000 
 - 
 - 
 Current portion of total held to maturity investments 
 - 
 - 
 Investment in 
 7.625 
 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd 
 8.625 
 % 
 notes 
 - 
 - 
 Other receivables 

 14,628 
 14,994 
 Total accounts receivable, 
net 

 $ 
 25,665 
 $ 
 28,898 

 

 
 (1) Represents 
reallocation of 
a portion 
of the 
Merchant allowance 
for doubtful 
finance loans 
receivable as 
of June 
30, 2022, 
 which was included in the allowance for doubtful accounts receivable as of 
June 30, 2022.

 
 Accounts receivable, 
trade, gross 
includes amounts 
due from 
customers from 
the provision 
of transaction 
processing services, 
 from the 
sale of hardware, 
software licenses and 
SIM cards 
and rentals 
from safe 
assets and POS 
equipment. The 
Company did not 
 record 
any bad 
debt expense 
during 
the year 
ended June 
30, 202 
3 
and 
2022, respectively 
and 
bad debts 
incurred 
were written 
off 
 against the allowance for doubtful accounts receivable. 
 Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related 
 to the sale of the Company’s 
interest in Carbon Tech 
Limited (“Carbon”), an equity-accounted investment of $
 0.25 
 
million, net of an 
 allowance for doubtful 
loans receivable of 
$
 0.25 
 
million and an 
amount due related 
to the sale 
of the loan 
(refer below), 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, refer to Note 9 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 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. 
 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 
forms part of 
Cell C’s 
capital structure. The 
carrying value as 
of each of 
June 30, 2023 and 
2022, 
 respectively was $
 0 
 
(zero). 
 No 
 
interest income from the Cedar Cellular note was recorded during the years ended June 30, 2023, 2022 
 and 2021, respectively. 
Interest, if any, 
on this investment 
will only be 
paid, at Cedar 
Cellular’s election, on 
its maturity which 
is in 
 the process of being extended beyond its original date of August 2022. 
 The Company does not expect 
to recover the amortized cost 
basis of the Cedar 
Cellular notes due to its 
assessment that the equity 
 in Cell 
C currently 
has no 
value 
which 
would 
result in 
there 
being 
no future 
cash flows 
to be 
collected 
from 
the debt 
security 
on 
 maturity. 
The Company could 
not calculate an 
effective interest 
rate on the 
Cedar Cellular note 
because the carrying 
value was zero 
 ($
 0.0 
 
million) as of June 30, 2023 and 2022. The Company 
therefore could not calculate the present value of the expected cash flows 
 to be collected from the debt security by discounting these cash flows at the interest rate implicit in the security upon acquisition (at a 
 rate of 
 24.82 
 %) because there are no future cash flows to discount. 
 Other 
receivables 
includes 
prepayments, 
deposits, 
income taxes 
receivable 
and other 
receivables. 
As of 
June 30, 
2022, 
other 
 receivables also includes transactions-switching funds receivable of $
 3.3 
 
million which was received in full in November 2022.

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-23 
 4.
 

 ACCOUNTS RECEIVABLE, 
net AND OTHER RECEIVABLES 
and FINANCE LOANS RECEIVABLE, 
net 
 (continued)
 Contractual maturities of held to maturity investments 
 Summarized below is the contractual maturity of the Company’s 
held to maturity investment as of June 30, 2023:

 
 Cost basis 
 Estimated 
 fair 
 value
 (1)
 Due in one year or less 

 $ 
 - 
 $ 
 - 
 Due in one year through five years
 (2)
 - 
 - 
 Due in five years through ten years 

 - 
 - 
 Due after ten years 

 - 
 - 
 Total 

 $ 
 - 
 $ 
 - 

 

 
 (1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the 
Company’s portion of the assets held by 
 Cedar Cellular, namely, 
Cedar Cellular’s investment in Cell C. 
 (2) The cost basis is zero ($
 0.0 
 
million).

 
 Finance loans receivable, net 
 The Company’s finance 
loans receivable, net, as of June 30, 2023, and June 30, 2022, is presented in the table 
below:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Microlending finance loans receivable, net 
 $ 
 20,605 
 $ 
 20,058 
 Microlending finance loans receivable, gross 
 22,037 
 21,452 
 Allowance for doubtful finance loans receivable, end of period 
 1,432 
 1,394 
 Beginning of period 
 1,394 
 2,349 
 Reversed to statement of operations 

 - 
 ( 805 )
 Charged to statement of operations 

 1,452 
 1,268 
 Utilized 

 ( 1,214 )
 ( 1,179 )
 Foreign currency adjustment 

 ( 200 )
 ( 239 )
 Merchant finance loans receivable, net 
 16,139 
 13,834 
 Merchant finance loans receivable, gross 
 18,289 
 14,131 
 Allowance for doubtful finance loans receivable, end of period 
 2,150 
 297 
 Beginning of period 
 297 
 - 
 Reallocation from allowance for doubtful accounts receivable
 (1)
 418 
 - 
 Reversed to statement of operations 

 ( 1,268 )
 - 
 Charged to statement of operations 

 3,068 
 442 
 Utilized 

 - 
 - 
 Foreign currency adjustment 

 ( 365 )
 ( 145 )
 Total finance 
loans receivable, net 

 $ 
 36,744 
 $ 
 33,892 

 

 
 (1) Represents 
reallocation of 
a portion 
of the 
Merchant allowance 
for doubtful 
finance loans 
receivable as 
of June 
30, 2022, 
 which was included in the allowance for doubtful accounts receivable as of 
June 30, 2022.

 
 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 
 12). 
 During the year ended June 30, 2022, the Company adjusted its microlending finance loans receivable allowance provision from 
 10 
 % of the gross book to 
 6.5 
 % of the gross book as a 
result of evidence of lower actual losses incurred on the book which 
has resulted 
 in an improvement in the collection rate.

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-24 
 5. 
INVENTORY 
 The Company’s inventory 
comprised the following categories as of June 30, 2023, and 2022.

 
 June 30, 
 June 30, 
 2023 
 2022 
 Raw materials 
 $ 
 2,819 
 $ 
 2,446 
 Work in progress 
 30 
 147 
 Finished goods 

 24,488 
 31,633 
 $ 
 27,337 
 $ 
 34,226 

 

 
 As of June 30, 2023 and 2022, finished goods includes $ 
 8.6 
 
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 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, 
the Company 
has 
sold higher 
volumes of 
airtime 
 through 
this 
channel 
than 
it 
did 
prior 
to 
the 
Cell 
C 
recapitalization, 
however, 
continued 
sales 
at 
these 
volumes 
is 
dependent 
on 
 prevailing conditions 
continuing in 
the airtime 
market. 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.

 
 6. 
FAIR VALUE 
OF FINANCIAL INSTRUMENTS 
 Fair value of financial instruments 
 Initial recognition and measurement 
 Financial instruments 
are recognized 
when the 
Company becomes 
a party 
to the 
transaction. Initial 
measurements are 
at cost, 
 which includes transaction costs. 

 Risk management
 The Company manages its exposure 
to currency exchange, translation, interest rate, 
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 
components 
for 
its 
safe 
assets, 
that 
the 
Company 
 assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S. dollar. 
The Company 
 has 
used forward 
contracts 
in order 
to limit 
its exposure 
in these 
transactions 
to fluctuations 
in exchange 
rates 
between 
the South 
 African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on 
the other hand. 
 Translation risk 
 Translation risk relates to 
the risk that 
the Company’s results of operations 
will vary significantly 
as the U.S. 
dollar is its 
reporting 
 currency, 
but it earns a 
significant amount of its 
revenues and incurs a 
significant amount of its 
expenses in ZAR. The 
U.S. 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. 
 Interest rate risk 
 As a result of its 
normal borrowing activities, the Company’s operating results are exposed to fluctuations in 
interest rates, which 
 it manages primarily through regular financing 
activities. Interest rates in 
South Africa are trending upwards and 
the Company expects 
 higher interest rates 
in the foreseeable future 
which will increase its 
cost of borrowing. 
The Company periodically 
evaluates the cost 
 and 
effectiveness 
of 
interest 
rate 
hedging 
strategies 
to 
manage 
this 
risk. 
The 
Company 
generally 
maintains 
surplus 
cash 
in 
cash 
 equivalents and held to maturity investments and has occasionally 
invested in marketable securities. 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-25 
 6. 
FAIR VALUE 
OF FINANCIAL INSTRUMENTS (continued) 
 Risk management (continued) 
 Credit risk 
 Credit 
risk 
relates 
to 
the 
risk 
of 
loss 
that 
the 
Company 
would 
incur 
as 
a 
result 
of 
non-performance 
by 
counterparties. 
The 
 Company 
maintains 
credit 
risk 
policies 
in 
respect 
of 
its 
counterparties 
to 
minimize 
overall 
credit 
risk. 
These 
policies 
include 
an 
 evaluation 
of 
a 
potential 
counterparty’s 
financial 
condition, 
credit 
rating, 
and 
other 
credit 
criteria 
and 
risk 
mitigation 
tools 
as 
the 
 Company’s 
management deems appropriate. 
With respect 
to credit risk on 
financial instruments, the 
Company maintains a 
policy of 
 entering 
into such 
transactions only 
with South 
African 
and European 
financial institutions 
that have 
a credit 
rating of 
“B” (or 
its 
 equivalent) or better, as determined by credit 
rating agencies such as Standard & Poor’s, Moody’s 
and Fitch Ratings. 
 Consumer microlending credit 
risk
 The Company 
is exposed 
to credit 
risk in 
its Consumer 
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 origination 
process, both 
of 
 which are in line with local regulations. The Company considers this 
policy to be appropriate because the affordability test it 
performs 
 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 
its customers 
to make 
payments when 
due deteriorate 
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. 
 Merchant lending 
 The Company maintains an allowance for 
doubtful finance loans receivable related to 
its Merchant services segment with 
respect 
 to short-term loans to qualifying merchant customers. The 
Company’s risk management procedures include adhering to its proprietary 
 lending criteria which uses 
an online-system loan application 
process, obtaining necessary customer transaction-history 
data and credit 
 bureau checks. 
The Company considers 
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. 
 Equity price and liquidity risk 
 Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price 
 of equity 
securities that 
it holds. 
The market 
price of 
these securities 
may fluctuate 
for a 
variety of 
reasons and, 
consequently, 
the 
 amount that the Company may obtain in a subsequent sale of these securities may significantly differ 
from the reported market value. 

 Equity liquidity risk 
relates to the risk 
of loss that the 
Company would incur as 
a result of the lack 
of liquidity on the 
exchange 
 on 
which 
those 
securities 
are 
listed. 
The 
Company 
may 
not be 
able 
to 
sell some 
or 
all 
of 
these 
securities 
at 
one 
time, 
or 
over 
an 
 extended period of time without influencing the exchange-traded price, 
or at all. 
 Financial instruments 
 Fair value 
is defined 
as the price 
that would 
be received 
upon sale 
of an 
asset or 
paid upon 
transfer of 
a liability 
in an orderly 
 transaction between 
market participants 
at the 
measurement date 
and in 
the principal 
or most 
advantageous market 
for that 
asset or 
 liability. The 
fair value should be calculated based 
on assumptions that market participants 
would use in pricing the asset 
or liability, 
 not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk 
 including the Company’s own credit 
risk. 

 Fair value measurements and inputs are categorized into a 
fair value hierarchy which prioritizes the inputs into 
three levels based 
 on the 
extent to which 
inputs used 
in measuring 
fair value 
are observable 
in the 
market. Each fair 
value measurement 
is reported in 
 one of the three levels which is determined by the lowest level input that is significant 
to the fair value measurement in its entirety. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-26 
 6. 
FAIR VALUE 
OF FINANCIAL INSTRUMENTS (continued) 
 Financial instruments (continued)
 These levels are: 

 ●
 Level 1 – inputs are based upon unadjusted quoted prices for identical instruments 
traded in active markets. 
 ●
 Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar 
 instruments in 
markets that 
are not 
active, and 
model-based valuation 
techniques for 
which all 
significant assumptions 
are 
 observable 
in the 
market or 
can be 
corroborated 
by observable 
market 
data for 
substantially the 
full term 
of the 
assets or 
 liabilities. 
 ●
 Level 
3 
– 
inputs 
are 
generally 
unobservable 
and 
typically 
reflect 
management’s 
estimates 
of 
assumptions 
that 
market 
 participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques 
 that include option pricing models, discounted cash flow models, and 
similar techniques. 
 The following 
section describes 
the valuation 
methodologies the 
Company uses 
to measure 
its significant 
financial assets 
and 
 liabilities at fair value. 
 Asset measured at fair value using significant unobservable inputs – investment 
in Cell C
 The Company’s 
Level 3 asset represents 
an investment of 
 75,000,000 
 
class “A” shares in Cell 
C, a significant 
mobile telecoms 
 provider in South Africa. 
The Company used a discounted cash flow model developed by the Company to determine 
the fair value of 
 its investment 
in Cell 
C as of 
June 30, 
2023 and 
June 30, 2022, 
respectively, 
and valued Cell 
C at 
$
 0.0 
 
(zero) and 
$
 0.0 
 
(zero) as 
of 
 June 30, 2023, and June 30, 2022, respectively. 
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 has 
increased 
 the 
marketability 
discount 
from 
 10 
 % to 
 20 
 % and 
the 
minority 
discount 
from 
 15 
 % to 
 24 
 % due 
to 
the reduction 
in the 
Company’s 
 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 
June 
30, 
2023, 
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 June 30, 2023 and 2022:

 
 Weighted Average 
Cost of Capital ("WACC"): 
 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.

 
 The fair value 
of Cell C 
as of June 
30, 2023, utilizing 
the discounted 
cash flow valuation 
model developed 
by the Company 
is 
 sensitive to the following inputs: (i) the ability of Cell C to 
achieve the forecasts in their business case; (ii) the weighted 
average cost 
 of capital 
(“WACC”) 
rate used; 
and (iii) 
the minority 
and marketability 
discount used. 
Utilization of 
different inputs, 
or changes 
to 
 these inputs, may result in a significantly higher or lower fair value measurement. 

 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 used in 
the Cell C valuation 
on June 30, 2023, 
all amounts translated at 
exchange 
 rates applicable as of June 30, 2023:

 
 Sensitivity for fair value of Cell C investment 
 1.0% increase 
 1.0% decrease 
 WACC 
rate 
 $ 
 - 
 $ 
 616 
 EBITDA margin 
 $ 
 1,196 
 $ 
 - 

 

 
 The fair value of 
the Cell C shares as 
of June 30, 2023, 
represented approximately 
 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. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-27 
 6. 
FAIR VALUE 
OF FINANCIAL INSTRUMENTS (continued) 
 Financial instruments (continued) 
 Derivative transactions - Foreign exchange contracts 
 As part 
of the 
Company’s 
risk management 
strategy, 
the Company 
enters into 
derivative transactions 
to mitigate 
exposures to 
 foreign 
currencies 
using 
foreign 
exchange 
contracts. These 
foreign 
exchange 
contracts 
are 
over-the-counter 
derivative 
 transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” 
 (or equivalent) 
or better. 
The Company 
uses quoted 
prices in 
active markets 
for similar 
assets and liabilities 
to determine 
fair value 
 (Level 2). The Company has no derivatives that require fair value measurement 
under Level 1 or 3 of the fair value hierarchy. 

 The Company had 
 no 
 
outstanding foreign exchange contracts as of June 30, 2023 and June 30, 
2022, respectively.

 
 Derivative transactions - Foreign exchange option contracts 
 The Company held a significant amount of U.S. dollars in early fiscal 2022 and intended to use a portion of these funds 
to settle 
 part of the purchase 
consideration related to the 
Connect 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, were over-the-counter derivative transactions (Level 2). RMB’s long 
-term credit rating is “BB”. The Company used 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. During 
the year ended 
June 30, 2022, 
 the Company recorded a net gain of $
 3.7 
 
million, which comprised a net gain of $
 6.1 
 
million (which includes the reversal of the $
 2.4 
 . 
 million unrealized 
loss which 
was previously 
recognized) recorded 
during the 
three months 
ended March 
2022, and 
the unrealized 
 loss of $
 2.4 
 
million recorded during 
the three months ended 
December 31, 2021. 
The net gain is 
included in the caption 
gain related 
 to fair value adjustment to currency options in the Company’s consolidated statements of operations for the year ended June 30, 2022. 
 The following table presents the 
Company’s assets measured 
at fair value on a recurring basis as of 
June 30, 2023, according to 
 the fair value hierarchy:

 
 Quoted Price in 
 Active Markets 
 for Identical 
 Assets 
 (Level 1) 
 Significant 
 Other 
 Observable 
 Inputs 
 (Level 2) 
 Significant 
 Unobservable 
 Inputs 
 (Level 3) 
 Total 
 Assets 
 Investment in Cell C 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 Related to insurance business: 

 Cash, cash equivalents and 
 restricted cash (included in other 
 long-term assets) 

 258 
 - 
 - 
 258 
 Fixed maturity investments 
 (included in cash and cash 
 equivalents) 
 3,119 
 - 
 - 
 3,119 
 Total assets at fair value 

 $ 
 3,377 
 $ 
 - 
 $ 
 - 
 $ 
 3,377 

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-28 
 6. 
FAIR VALUE 
OF FINANCIAL INSTRUMENTS (continued) 
 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:

 
 Quoted Price in 
 Active Markets 
 for Identical 
 Assets 
 (Level 1) 
 Significant 
 Other 
 Observable 
 Inputs 
 (Level 2) 
 Significant 
 Unobservable 
 Inputs 
 (Level 3) 
 Total 
 Assets 
 Investment in Cell C 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 Related to insurance business 
 Cash and cash equivalents 
 (included in other long-term 
 assets) 
 371 
 - 
 - 
 371 
 Fixed maturity investments 
 (included in cash and cash 
 equivalents) 
 1,196 
 - 
 - 
 1,196 
 Total assets at fair value 

 $ 
 1,567 
 $ 
 - 
 $ 
 - 
 $ 
 1,567 

 

 
 There have been 
 no 
 
transfers in or out of Level 3 during the years ended June 30, 2023, 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 years ended June 30, 2023 
and 2022. Summarized below is the movement in 
the carrying value of assets measured at fair 
 value on a recurring basis, and categorized within Level 3, during the year 
ended June 30, 2023:

 
 Carrying value 
 Assets 
 Balance as of June 30, 2022 
 $ 
 - 
 Foreign currency adjustment
 (1)
 - 
 Balance as of June 30, 2023 
 $ 
 - 

 

 
 (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.

 
 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 year ended June 30, 2022:

 
 Carrying value 
 Assets 
 Balance as at June 30, 2021 
 $ 
 - 
 Foreign currency adjustment
 (1)
 - 
 Balance as of June 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.

 
 Trade, finance loans and other receivables 
 Trade, 
finance loans 
and other 
receivables originated 
by the 
Company 
are stated 
at cost 
less allowance 
for doubtful 
accounts 
 receivable. The fair value 
of trade, finance loans 
and other receivables approximates their 
carrying value due to 
their short-term nature. 
 Trade and other payables 
 The fair values of trade and other payables approximates their carrying amounts, due 
to their short-term nature. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-29 
 6. 
FAIR VALUE 
OF FINANCIAL INSTRUMENTS (continued) 
 Financial instruments (continued) 
 Assets and liabilities measured at fair value on a nonrecurring basis 

 The Company 
measures equity 
investments without 
readily determinable 
fair values 
at fair 
value on 
a nonrecurring 
basis. The 
 fair values of 
these investments are 
determined based on 
valuation techniques using 
the best information 
available, and may 
include 
 quoted market prices, market comparables, and discounted 
cash flow projections. An impairment charge is recorded when the cost 
of 
 the 
asset 
exceeds 
its 
fair 
value 
and 
the 
excess 
is 
determined 
to 
be 
other-than-temporary. 
Refer 
to 
Note 
9 
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.

 
 7. 
PROPERTY, 
PLANT AND EQUIPMENT, 
net 
 Summarized below 
is the cost, 
accumulated depreciation 
and carrying amount 
of property, 
plant and 
equipment as of 
June 30, 
 2023 and 2022:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Cost 
 Safe assets 
 $ 
 19,229 
 $ 
 16,275 
 Computer equipment 
 35,158 
 32,814 
 Furniture and office equipment 
 7,508 
 7,549 
 Motor vehicles 
 2,070 
 3,195 
 Plant and machinery 
 45 
 15 
 64,010 
 59,848 
 Accumulated depreciation: 
 Safe assets 
 4,353 
 939 
 Computer equipment 
 25,645 
 26,420 
 Furniture and office equipment 
 5,602 
 6,060 
 Motor vehicles 
 955 
 1,829 
 Plant and machinery 
 8 
 1 
 36,563 
 35,249 
 Carrying amount: 
 Safe assets 
 14,876 
 15,336 
 Computer equipment 
 9,513 
 6,394 
 Furniture and office equipment 
 1,906 
 1,489 
 Motor vehicles 
 1,115 
 1,366 
 Plant and machinery 
 37 
 14 
 $ 
 27,447 
 $ 
 24,599 

 

 
 8. 
LEASES 
 The 
Company 
has 
entered into 
leasing 
arrangements 
classified 
as operating 
leases under 
accounting 
guidance. 
These leasing 
 arrangements 
relate primarily 
to the 
lease of 
its corporate 
head 
office, 
administration 
offices, 
a manufacturing 
facility, 
and branch 
 locations through which the 
Company operates its financial services 
business in South Africa. 
The Company’s 
operating leases have 
 a remaining 
lease term 
of between 
 one year 
 
to 
 five years 
 . The 
Company also 
operates parts 
of its 
financial services 
business from 
 locations which it leases for a period of less than 
 one year 
 . 
 The Company’s 
operating lease expense 
during the years 
ended June 30, 
2023, 2022 and 
2021, was $
 2.9 
 
million, $
 4.0 
 
million, 
 and $
 4.1 
 
million, respectively. The Company 
does not have any significant leases that have not commenced as of June 30, 2023. 
 The Company 
has 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 years 
ended June 
30, 
 2023, 2022 and 2021, was $
 4.2 
 
million, $
 4.9 
 
million and $
 4.1 
 
million, respectively. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-30 
 8. 
LEASES (continued) 
 The following 
table presents 
supplemental 
balance sheet 
disclosure related 
to our 
right-of-use assets 
and our 
operating leases 
 liabilities as of June 30, 2023 and 2022:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Right-of-use assets obtained in exchange for lease obligations 
 Weighted average 
remaining lease term (years) 
 1.77 
 2.14 
 Weighted average 
discount rate 
 9.7 
 % 
 9.3 
 % 
 Maturities of operating lease liabilities 
 2024 
 $ 
 2,123 
 2025 
 1,182 
 2026 
 873 
 2027 
 868 
 2028 
 767 
 Thereafter 
 - 
 Total undiscounted 
operating lease liabilities 
 5,813 
 Less imputed interest 
 928 
 Total operating lease liabilities, 
included in 
 4,885 
 Operating lease liability - current 
 1,747 
 Operating lease liability - long-term 
 $ 
 3,138 

 

 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS 
 Equity-accounted investments 
 The Company’s ownership percentage 
in its equity-accounted investments as of June 30, 2023 and 2022, was as follows:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Finbond Group Limited (“Finbond”) 
 28
 

 % 
 29
 

 % 
 Sandulela Technology 
Proprietary Limited ("Sandulela") 
 49 
 

 % 
 49 
 

 % 
 Carbon 

 - 
 

 % 
 25 
 

 % 
 SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) 
 50 
 

 % 
 50 
 

 %

 

 
 Finbond 
 As of June 30, 2023, 
the Company owned 
 220,523,358 
 
shares in Finbond representing approximately 

 27.80 
 % of its issued and 
 outstanding ordinary 
shares. Finbond 
is listed 
on the 
Johannesburg 
Stock Exchange 
and its 
closing price 
on June 
30, 2023, 
the last 
 trading day 
of the 
month, was 
ZAR 
 0.39 
 
per share. 
The market 
value of 
the Company’s 
holding in 
Finbond on 
June 30, 
2023, was 
 ZAR 
 86.0 
 
million ($
 4.6 
 
million translated 
at exchange 
rates applicable 
as of 
June 30, 
2023). Lesaka 
SA has 
pledged, among 
other 
 things, its entire equity interest in Finbond as security for the South African facilities 
described in Note 12. 
 Sale of Finbond shares during the years ended 
June 30, 2023 and 2022
 The 
Company 
sold 
 25,456,545 
 
and 
 22,841,030 
 
shares 
in 
Finbond 
for 
cash 
during 
the 
years 
ended 
June 
30, 
2023 
and 
2022, 
 respectively, and recorded a loss of $
 0.4 
 
million and $
 0.4 
 
million in the caption loss 
on equity-accounted investment in the 
Company’s 
 consolidated statement of operations for the years ended June 30, 
2023 and 2022. 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-31 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued) 
 Equity-accounted investments (continued) 
 Finbond (continued) 
 Sale of Finbond shares during the years ended 
June 30, 2023 and 2022 (continued)
 The following table presents the 
calculation of the loss on disposal 
of Finbond shares during the 
years ended June 30, 2023 
and 
 2022:

 
 Year 
ended June 30, 
 2023 
 2022 
 Loss on disposal of Finbond shares: 
 Consideration received in cash 
 $ 
 265 
 $ 
 865 
 Less: carrying value of Finbond shares sold 
 ( 363 )
 ( 630 )
 Less: release of foreign currency translation reserve from accumulated 
other 
 comprehensive loss 
 ( 252 )
 ( 620 )
 Add: release of stock-based compensation charge related 
to equity-accounted investment 
 9 
 9 
 Loss on sale of Finbond shares 
 $ 
 ( 341 )
 $ 
 ( 376 )

 

 
 Finbond impairments 
recorded during 
the year ended June 30, 2023
 The Company 
considered the combination 
of the ongoing 
losses incurred and 
reported by Finbond 
and its lower 
share price as 
 impairment indicators as of 
September 30, 2022. 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 
year ended 
June 30, 2023, 
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 
increased 
the 
liquidity 
discount 
from 
 15 
 % 
(used 
in 
the 
previous 
 impairment 
assessment) 
to 
 25 
 % 
(used 
in 
the 
September 
30, 
2022 
assessment) 
as 
a 
result 
of 
the 
ongoing 
limited 
trading 
activity 
 observed on the JSE. 
 Finbond impairments 
recorded during 
the year ended June 30, 2021
 Finbond published its 
half-year results to 
August 2020 in 
October 2020, which 
included the financial 
impact of the 
COVID-19 
 pandemic on its reported results during that reporting period. 
Finbond incurred losses during the six months to 
August 2020, primarily 
 due to a slow-down in its lending activities. Finbond 
reported that its lending activities had increased again since 
August 2020, albeit 
 at a slower pace compared with the 
prior calendar period. Finbond’s share price declined substantially during the period from its 
fiscal 
 year end (February 2020) to September 30, 2020, and the weakness in its traded share 
price continued post September 30, 2020. 
 The 
Company 
considered 
the 
combination 
of 
the 
slow-down 
in 
business 
activity 
and 
the 
lower 
share 
price 
as 
impairment 
 indicators. The 
Company performed 
an impairment 
assessment of 
its holding 
in Finbond 
as of 
September 30, 
2020. The 
Company 
 recorded 
an 
impairment 
loss 
of 
$
 16.8 
 
million 
during 
the 
quarter 
ended 
September 
30, 
2020, 
related 
to 
the 
other-than-temporary 
 decrease in Finbond’s value, which represented the difference between the 
determined fair value of the 
Company’s interest in Finbond 
 and the 
Company’s 
carrying value 
(before the 
impairment). There 
was limited 
trading in 
Finbond shares 
on the 
JSE because 
it had 
 three 
 
shareholders that owned approximately 
 90 
 % of its issued and outstanding 
shares between them. The Company calculated 
a fair 
 value per share for Finbond by applying a liquidity discount of 
 15 
 % to the September 30, 2020, Finbond closing price of ZAR 
 1.04 
 . 
 The Company performed a 
further impairment assessment 
of its holding 
in Finbond as 
of December 31, 2020, 
following a modest 
 further decline 
in its 
market price 
during the 
quarter ended December 
31, 2020. 
The Company 
recorded an 
impairment loss 
of $
 0.8 
 million 
during 
the 
quarter 
ended 
December 
31, 
2020, 
related 
to 
the 
other-than-temporary 
decrease 
in 
Finbond’s 
value, 
which 
 represented the difference between the determined fair value of the Company’s interest in Finbond and the Company’s 
carrying value 
 (before the 
impairment). The 
Company calculated 
a fair 
value per 
share for 
Finbond by 
applying a 
liquidity discount 
of 
 15 
 % to the 
 December 31, 
2020, Finbond 
closing price 
of ZAR 
 0.99 
 . The 
total impairment 
charge for 
the year 
ended June 
30, 2021, 
was $
 17.7 
 million. 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-32 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued) 
 Equity-accounted investments (continued) 
 Finbond (continued) 
 August 2023 agreement to sell our entire 
stake in Finbond
 On 
August 
10, 
2023, 
the 
Company, 
through 
its 
wholly 
owned 
subsidiary 
Net1 
Finance 
Holdings 
(Pty) 
Ltd, 
entered 
into 
an 
 agreement with Finbond to sell 
its remaining shareholding to 
Finbond for a cash 
consideration of ZAR 
 64.2 
 
million ($
 3.4 
 
million using 
 exchange rates 
applicable as of 
June 30, 
2023), or 
ZAR 
 0.2911 
 
per share. 
The transaction is 
subject to certain 
conditions, including 
 regulatory and 
shareholder approvals, 
and all 
conditions are 
required to 
be fulfilled 
on or 
before December 
31, 2023, 
otherwise the 
 transaction will lapse. 
 Carbon 
 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 
 
(zero) 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, and (ii) the 
remaining amount, of $
 0.75 
 
million in March 2024. 
Both amounts are included 
 in the 
caption accounts 
receivable, net 
and other 
receivables in 
the Company’s 
consolidated balance 
sheet as 
of June 
30, 2023. 
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 
 
(zero), which is 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, 
 2022 
 Gain on disposal of Carbon shares: 
 Consideration received in cash in September 2022 
 $ 
 250 
 Less: carrying value of Carbon 
 - 
 Gain on disposal of Carbon shares:
 (1)
 $ 
 250 

 

 
 (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.

 

 
 Bank Frick 
 Sale of entire interest in 
Bank Frick in February 2021 
 On February 3, 2021, 
the Company, through its wholly-owned subsidiary, Net1 Holdings LI 
AG (“Net1 LI”), entered 
into a share 
 sales agreement 
with the Frick 
Family Foundation 
(“KFS”) to sell 
its entire interest, 
or 
 35 
 %, in Bank 
Frick to KFS 
for $
 30 
 
million. 
 Lesaka and certain entities within the 
IPG group also entered into an 
indemnity and release agreement with KFS 
and Bank Frick under 
 which 
the 
parties 
agreed 
to 
terminate 
all existing 
arrangements 
with 
Bank 
Frick 
and 
settle all 
liabilities 
related 
to 
the 
Company’s 
 activities with Bank Frick 
through the payment of 
$
 3.6 
 
million to KFS. The Company 
received $
 15.0 
 
million, net, on closing, which 
 comprised $
 18.6 
 
million less the 
$
 3.6 
 
million due to 
KFS to terminate 
all existing arrangements 
with Bank Frick 
and settle all 
liabilities 
 related to IPG’s activities with Bank Frick. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-33 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued) 
 Equity-accounted investments (continued) 
 Bank Frick (continued) 
 Sale of entire interest in 
Bank Frick in February 2021 (continued) 
 The Company included the $
 18.6 
 
million within cash flows from investing activities and the 
$
 3.6 
 
million within cash flows from 
 operating activities in the consolidated statement of cash flows for the year 
ended June 30, 2021. 

 The outstanding balance due by KFS was expected to be paid 
as follows: (i) $
 7.5 
 
million on October 30, 2021, which is included 
 in the caption accounts receivable, net and other receivables in the 
Company’s consolidated balance sheet as of June 30, 2021, and (ii) 
 the remaining 
amount, of 
$
 3.9 
 
million on 
July 15, 
2022 (this 
amount was 
actually received 
in May 
2022), which 
is included 
in the 
 caption other 
long-term assets, 
including reinsurance 
assets in 
the Company’s 
consolidated balance 
sheet as 
of June 
30, 2021. 
The 
 parties entered 
into a 
security and 
pledge agreement 
under which 
KFS pledged 
the Bank 
Frick shares 
purchased as 
security for 
the 
 amounts outstanding under the share sales agreement. 
 The Company incurred transaction costs of approximately $
 0.04 
 
million. The following table presents the calculation of the loss 
 on disposal of Bank Frick on February 3, 2021

 
 : 
 February 
 2021 
 Loss on sale of Bank Frick: 
 Consideration received in cash on February 3, 2021 
 $ 
 18,600 
 Consideration received with note on February 3, 2021, refer to (Note 4) 
 11,400 
 Less: transaction costs 
 ( 42 )
 Less: carrying value of Bank Frick 
 ( 32,892 )
 Add: release of foreign currency translation reserve from accumulated other 
comprehensive loss 
 2,462 
 Loss on sale of Bank Frick
 (1)
 $ 
 ( 472 )

 

 
 (1) The Company 
did not pay taxes 
related to the 
sale of Bank 
Frick because the 
base cost of 
its investment exceeded 
the sales 
 consideration received. The Company does not believe that it will be able to utilize any capital loss, 
if any, generated because Net1 LI 
 does not own any other capital assets and has since been deregistered.

 

 
 V2 Limited 
 The carrying 
value of 
the Company’s 
investment in 
V2 Limited 
(“V2”) on 
July 1, 
2020, was 
approximately 
$
 0.7 
 
million. V2 
 continued to experience 
operating losses during 
the year ended 
June 30, 2021, 
and in December 
2020, the Company 
no longer expected 
 to recover its carrying value in V2 
and impaired its remaining interest in V2, 
recording an impairment loss of $
 0.5 
 
million during the 
 year ended June 30, 2021. The Company sold its investment in V2 
on April 22, 2021, for one dollar. 
 The 
Company 
had 
also 
committed 
to 
provide 
V2 
with 
a 
working 
capital 
facility 
of 
$
 5.0 
 
million, 
which 
was 
subject 
to 
the 
 achievement of certain pre-defined objectives, and in June 2020 it provided $
 0.5 
 
million to V2 under this facility. In September 2020, 
 the Company and 
V2 agreed to reduce 
the $
 5.0 
 
million working capital 
facility to $
 1.5 
 
million. In October 
2020, V2 drew down 
the 
 remaining available $
 1.0 
 
million of the working 
capital facility. 
The Company created 
an allowance for doubtful 
loans receivable of 
 $
 1.5 
 
million during 
the year ended 
June 30, 2021, 
related to 
the full 
amount outstanding 
as of June 
30, 2021. 
This amount 
was still 
 outstanding as of June 30, 2023. 
 DNI 
 On March 31, 2020, the Company sold its remaining interest in DNI, an investment accounted for using the 
equity method at the 
 date of disposal, to DNI for ZAR 
 99.2 
 
million ($
 5.5 
 
million, translated at exchange rates applicable as of March 31, 2020) through the 
 issue of 
an unsecured 
note to 
the Company. 
The transaction 
closed on 
April 1, 
2020. The 
note principal 
was repayable 
in 
 18 
 
equal 
 monthly installments of 
ZAR 
 5.5 
 
million ($
 0.3 
 
million, translated at 
exchange rates applicable 
as of June 30, 
2020) commencing on 
 October 31, 
2020. The 
Company received 
$
 0.3 
 
million on 
September 30, 
2020, and 
the full 
outstanding amount 
of $
 5.7 
 
million on 
 October 26, 2020, for total receipts of $
 6.0 
 
million for the year ended June 30, 2021. 
 Walletdoc 
 In November 2020, the Company’s 
subsidiary, Net1 SA, signed 
an agreement with Walletdoc 
under which Walletdoc 
agreed to 
 repay the loan due to Net1 SA in full and Net1 SA agreed to dispose of its entire interest in 
Walletdoc to Walletdoc.

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-34 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued) 
 Equity-accounted investments (continued) 
 Summarized 
below is 
the movement 
in equity-accounted 
investments during 
the years 
ended June 
30, 2023 
and 2022, 
which 
 includes the investment in equity and the investment in loans provided 
to equity-accounted investees:

 
 Finbond 
 Other
 (1)
 Total 
 Investment in equity 
 Balance as of June 30, 2021 
 $ 
 9,822 
 $ 
 182 
 $ 
 10,004 
 Stock-based compensation 

 14 
 - 
 14 
 Comprehensive loss: 
 ( 2,426 )
 ( 139 )
 ( 2,565 )
 Other comprehensive income 

 1,239 
 - 
 1,239 
 Equity accounted (loss) earnings 
 ( 3,665 )
 ( 139 )
 ( 3,804 )
 Share of net (loss) income 
 ( 3,665 )
 16 
 ( 3,649 )
 Impairment 
 - 
 ( 155 )
 ( 155 )
 Sale of shares in equity-accounted investment 
 ( 630 )
 - 
 ( 630 )
 Equity-accounted investment acquired in business combination 
 - 
 74 
 74 
 Foreign currency adjustment
 (2)
 ( 1,020 )
 ( 16 )
 ( 1,036 )
 Balance as of June 30, 2022 
 5,760 
 101 
 5,861 
 Stock-based compensation 

 28 
 - 
 28 
 Comprehensive (loss) income: 
 ( 1,271 )
 89 
 ( 1,182 )
 Other comprehensive income 

 3,935 
 - 
 3,935 
 Equity accounted (loss) earnings 
 ( 5,206 )
 89 
 ( 5,117 )
 Share of (loss) net income 
 ( 4,096 )
 89 
 ( 4,007 )
 Impairment 
 ( 1,110 )
 - 
 ( 1,110 )
 Dividends received 

 - 
 ( 42 )
 ( 42 )
 Sale of shares in equity-accounted investment 
 ( 506 )
 - 
 ( 506 )
 Foreign currency adjustment
 (2)
 ( 971 )
 ( 17 )
 ( 988 )
 Balance as of June 30, 2023 
 $ 
 3,040 
 $ 
 131 
 $ 
 3,171 
 Investment in loans: 
 Balance as of June 30, 2021 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 Foreign currency adjustment
 (2)
 - 
 - 
 - 
 Balance as of June 30, 2022 
 - 
 - 
 - 
 Loans repaid 
 - 
 ( 112 )
 ( 112 )
 Loans granted 
 - 
 112 
 112 
 Foreign currency adjustment
 (2)
 - 
 - 
 - 
 Balance as of June 30, 2023 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 Equity 
 Loans 
 Total 
 Carrying amount as of : 
 June 30, 2022 
 $ 
 5,861 
 

 $ 
 - 
 

 $ 
 5,861 
 

 June 30, 2023 
 $ 
 3,171 
 

 $ 
 - 
 

 $ 
 3,171 

 

 
 

 (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.

 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-35 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued) 
 Equity-accounted investments (continued)
 Summary financial information of equity-accounted investments 
 Summarized 
below 
is the 
financial 
information 
of 
equity-accounted 
investments 
(during 
the 
Company’s 
reporting 
periods 
in 
 which investments were carried using the equity-method, unless otherwise noted) 
as of the stated reporting period of the investee and 
 translated at the applicable closing or average foreign exchange rates 
(as applicable):

 
 Finbond
 (1)
 Bank Frick
 (2)
 Other
 (3)
 Balance sheet, as of 
 February 28 
 June 30 
 Various 
 Current assets
 (4)
 2023 
 $ 
 n/a 
 $ 
 n/a 
 $ 
 3,601 
 2022 
 n/a 
 n/a 
 23,207 
 Long-term assets 
 2023 
 269,428 
 n/a 
 1 
 2022 
 300,253 
 n/a 
 4,933 
 Current liabilities
 (4)
 2023 
 n/a 
 n/a 
 3,007 
 2022 
 n/a 
 n/a 
 26,324 
 Long-term liabilities 
 2023 
 209,855 
 n/a 
 7 
 2022 
 234,154 
 n/a 
 5,733 
 Non-controlling interest 
 2023 
 16,414 
 n/a 
 - 
 2022 
 11,781 
 - 
 - 
 Statement of operations, for the period ended 
 February 28 
 June 30
 (2)
 Various 
 Revenue 
 2023 
 88,305 
 n/a 
 4,908 
 2022 
 80,656 
 n/a 
 4,100 
 2021 
 95,847 
 35,641 
 6,420 
 Operating (loss) income 
 2023 
 ( 20,941 )
 n/a 
 219 
 2022 
 ( 21,017 )
 n/a 
 984 
 2021 
 ( 18,980 )
 3,860 
 ( 2,406 )
 (Loss) Income from continuing operations 
 2023 
 ( 19,780 )
 n/a 
 184 
 2022 
 ( 18,379 )
 n/a 
 657 
 2021 
 ( 15,466 )
 3,303 
 ( 2,534 )
 Net (loss) income 
 2023 
 ( 15,858 )
 n/a 
 184 
 2022 
 ( 16,432 )
 n/a 
 657 
 2021 
 $ 
 ( 17,889 )
 $ 
 3,303 
 $ 
 ( 2,534 )

 

 
 (1) Finbond balances included were derived from its publicly available information 
and presented for its years ended February; 
 (2) Bank Frick 
disposed of in February 
2021. Statement of operations 
information for Bank 
Frick is for the 
period from July 1, 
 2020 to January 31, 2021, and the full twelve months for fiscal 2020. 
 (3) Includes Carbon, SmartSwitch Namibia, 
Sandulela, Revix, Walletdoc 
and V2, as appropriate. Balance sheet 
information for 
 Carbon, 
Sandulela, and SmartSwitch Namibia is as 
of June 30, 2022 and 2021, 
respectively. Statement of operations information 
 for Carbon, SmartSwitch Namibia, Revix, and V2 for the year ended June 30, 
and Walletdoc for 
the year ended February 28; 
 (4) Bank Frick and Finbond are banks and do not present current and 
long-term assets and liabilities. All assets and liabilities of 
 these two entities are included under the long-term caption;

 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-36 
 9. 
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 June 30, 
2023, and June 30, 2022:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Total equity investments 

 $ 
 76,297 
 $ 
 76,297 
 Investment in 
 10 
 % (June 30, 2022: 
 10 
 %) of MobiKwik
 (1)
 76,297 
 76,297 
 Investment in 
 5 
 % of Cell C (June 30, 2022: 
 15 
 %) at fair value (Note 6) 
 - 
 - 
 Investment in 
 87.50 
 
% of CPS (June 30, 2022: 
 87.50 
 
%) at fair value
 (1)(2)
 - 
 - 
 Policy holder assets under investment contracts (Note 11) 
 257 
 371 
 Reinsurance assets under insurance contracts (Note 11) 
 1,040 
 1,424 
 Total other long-term 
assets 
 $ 
 77,594 
 $ 
 78,092 

 

 
 (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.

 
 MobiKwik 
 The Company 
signed a 
subscription agreement 
with MobiKwik, 
which is 
one of 
India’s 
largest independent 
mobile payments 
 networks and buy now 
pay later businesses. 
Pursuant to the 
subscription agreement, the Company agreed 
to make an 
equity investment 
 of up to $
 40.0 
 
million in MobiKwik over a 
 24 
 -month period. The Company made an 
initial $
 15.0 
 
million investment in August 2016 
 and a 
further 
$
 10.6 
 
million investment 
in June 
2017, 
under this 
subscription 
agreement. 
During the 
year ended 
June 30, 
2019, the 
 Company paid $
 1.1 
 
million to subscribe 
for additional shares in 
MobiKwik. As of 
each of June 30, 
2023 and 2022, respectively, 
the 
 Company owned approximately 
 10 
 % of MobiKwik’s issued share capital. 
 In October 
2021, the 
Company converted 
(at a 
rate of 
approximately 
 20 
 
for 1) 
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 
did 
not 
identify 
any 
observable 
transactions 
 during the years ended June 30, 2023 and 2022, respectively, and therefore there was no change in the fair value of MobiKwik during 
 these years. 

 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, the Company used the following transactions as the basis for 
 its fair value 
adjustments to 
its investment in 
MobiKwik during 
the year ended 
June 30, 2021: 
(i) in early 
November 2020, 
$
 135.54 
 ($
 6.78 
 
post 
conversion) 
per 
share; 
March 
2021, 
$
 170.33 
 
($
 8.52 
 
post 
conversion) 
per 
share; 
and 
June 
2021, 
$
 245.50 
 
($
 12.28 
 
post 
 conversion) 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 Company 
used the 
June 
 2021 valuation 
as the 
basis for 
its adjustment 
to increase 
the carrying 
value in 
its investment 
in MobiKwik 
by $
 24.0 
 
million from 
 $
 52.9 
 
million 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 the consolidated statement of operations for the 
 year ended June 30, 2021. 
 Cell C
 On 
August 
2, 
2017, 
the 
Company, 
through 
its 
subsidiary, 
Net1SA, 
purchased 
 75,000,000 
 
class 
“A” 
shares 
of 
Cell 
C 
for 
an 
 aggregate purchase price of ZAR 
 2.0 
 
billion ($
 151.0 
 
million) in cash. The Company funded the transaction through 
a combination of 
 cash and a 
borrowing facility. 
Net1 SA has 
pledged, among other 
things, its entire 
equity interest in 
Cell C as 
security for the 
South 
 African 
facilities 
described 
in 
Note 
12. 
On 
September 
30, 
2022, 
Cell C 
completed 
its recapitalization 
process 
which 
included 
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. The Company’s 
investment in Cell C is carried at fair value. Refer 
to Note 6 for additional 
 information regarding changes in the fair value of Cell C. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-37 
 9. 
EQUITY-ACCOUNTED 
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued) 
 Other long-term assets (continued) 
 CPS 
 The Company 
deconsolidated 
its investment 
in CPS 
in May 
2020. As 
of June 
30, 2023 
and 2022, 
respectively, 
the Company 
 owned 
 87.5 
 % of CPS’ issued share capital. 
 Revix 
 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 
consolidated statements of operations for the year ended June 30, 2022. 
 Summarized below 
are the components 
of the Company’s 
equity securities 
without readily 
determinable fair 
value and held 
to 
 maturity investments as of June 30, 2023:

 
 Cost basis 
 Unrealized 
 holding 
 Unrealized 
 holding 
 Carrying 
 gains 
 losses 
 value 
 Equity securities: 
 Investment in Mobikwik 
 $ 
 26,993 
 $ 
 49,304 
 $ 
 - 
 $ 
 76,297 
 Investment in CPS 
 - 
 - 
 - 
 - 
 Held to maturity: 
 Investment in Cedar Cellular notes 

 - 
 - 
 - 
 - 
 Total 

 $ 
 26,993 
 $ 
 49,304 
 $ 
 - 
 $ 
 76,297 

 

 
 Summarized below are the components of the Company’s 
equity securities without readily determinable fair value and held to 
 maturity investments as of June 30, 2022:

 
 Cost basis 
 Unrealized 
 holding 
 Unrealized 
 holding 
 Carrying 
 gains 
 losses 
 value 
 Equity securities: 
 Investment in MobiKwik 
 $ 
 26,993 
 $ 
 49,304 
 $ 
 - 
 $ 
 76,297 
 Investment in CPS 
 - 
 - 
 - 
 - 
 Held to maturity: 
 Investment in Cedar Cellular notes 

 - 
 - 
 - 
 - 
 Total 

 $ 
 26,993 
 $ 
 49,304 
 $ 
 - 
 $ 
 76,297 

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-38 
 10. 
GOODWILL AND INTANGIBLE 
ASSETS, 
net 
 Goodwill 
 Summarized below is the movement in the carrying value of goodwill 
for the years ended June 30, 2023, 2022 and 2021:

 
 Gross value 
 Accumulated 
 impairment 
 Carrying value 
 Balance as of July 1, 2020 
 $ 
 63,194 
 $ 
 ( 39,025 )
 $ 
 24,169 
 Liquidation of subsidiaries
 (2)
 ( 26,629 )
 26,629 
 - 
 Foreign currency adjustment
 (1)
 6,384 
 ( 1,400 )
 4,984 
 Balance as of June 30, 2021 
 42,949 
 ( 13,796 )
 29,153 
 Acquisition of Connect (Note 3)
 (3)
 153,693 
 - 
 153,693 
 Foreign currency adjustment
 (1)
 ( 21,166 )
 977 
 ( 20,189 )
 Balance as of June 30, 2022 
 175,476 
 ( 12,819 )
 162,657 
 Impairment loss 
 - 
 ( 7,039 )
 ( 7,039 )
 Foreign currency adjustment
 (1)
 ( 22,857 )
 982 
 ( 21,875 )
 Balance as of June 30, 2023 
 $ 
 152,619 
 $ 
 ( 18,876 )
 $ 
 133,743 

 

 
 (1) – The 
foreign currency 
adjustment represents 
the effects 
of the 
fluctuations between the 
South African Rand 
and the Euro, 
 against the U.S. dollar on the carrying value. 
 (2) – The Company deconsolidated 
the goodwill and accumulated impairment 
related to entities it 
substantially liquidated during 
 the year ended June 30, 2021.
 (3) – Represents 
goodwill arising from 
the acquisition of 
Connect and translated 
at the foreign exchange 
rate applicable on the 
 date the transaction became effective. This goodwill has been 
allocated to the merchant reportable operating segment

 
 . 
 Goodwill 
associated 
with 
the 
acquisition 
of 
Connect 
represents the 
excess 
of 
cost 
over 
the 
fair 
value 
of 
acquired 
net assets. 
 Connect goodwill 
is not deductible 
for tax purposes. 
See Note 3 
for the allocation 
of the purchase 
price to the 
fair value of 
acquired 
 net assets. 
 Impairment loss
 The Company assesses the carrying 
value of goodwill for impairment 
annually, or 
more frequently, 
whenever events occur and 
 circumstances change indicating 
potential impairment. The Company 
performs its annual impairment 
test as at June 30 of 
each year. 
 Except as discussed below, 
 no 
 
goodwill has been impaired during the years ended June 30, 2023, 2022 
and 2021, respectively. 
 Year ended 
June 30, 2023 goodwill impairment loss
 The Company 
recognized an 
impairment loss 
of $
 7.0 
 
million as 
a result 
of its 
annual impairment 
analysis related 
to goodwill 
 allocated 
to 
its 
hardware/ 
software 
support 
business 
within 
its 
merchant 
operating 
segment. 
The 
impairment 
loss 
resulted 
from 
a 
 reassessment 
of 
the 
business’ 
growth 
prospects 
given 
the 
change 
in 
customer 
demand 
as 
a 
result 
of 
the 
introduction 
of 
cheaper 
 hardware devices which incorporate 
software widely adopted by our customers 
customer-base, coupled with a challenging 
economic 
 environment 
in 
South 
Africa. 
The 
impairment 
is 
included 
within 
the 
caption 
impairment 
loss 
in 
the 
consolidated 
statement 
of 
 operations for the year ended June 30, 2023. 
 In order to determine the 
amount of the goodwill 
impairment, the estimated fair value 
of our hardware/ software support business 
 assets and liabilities were compared to the carrying 
value of its assets and liabilities. 
The Company used a discounted cash flow model 
 in order 
to determine 
the fair 
value of 
the business. 
Based on 
this analysis, 
the Company 
determined that 
the carrying 
value of 
the 
 business’ assets and liabilities exceeded their fair value at the reporting date. 
 In the event that there is a deterioration in the Company’s operating segments, or in any other of the Company’s 
businesses, this 
 may lead to additional impairments 
in future periods. 
Furthermore, the difficulties of integrating acquired businesses 
may be increased 
 by 
the 
necessity 
of 
integrating 
personnel 
with 
disparate 
business 
backgrounds 
and 
combining 
different 
corporate 
cultures. 
The 
 Company also may not 
be able to retain key 
employees or customers of 
an acquired business or realize 
cost efficiencies or 
synergies 
 or other 
benefits that 
it anticipated 
when selecting 
its acquisition 
candidates. Acquisition 
candidates may 
have liabilities 
or adverse 
 operating 
issues that 
the 
Company 
fails 
to 
discover 
through 
due 
diligence 
prior 
to 
the 
acquisition. 
These 
factors 
may 
also 
lead 
to 
 additional impairments in future periods. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-39 
 10. 
GOODWILL AND INTANGIBLE 
ASSETS, 
net (continued) 
 Goodwill (continued) 
 Goodwill has been allocated to the Company’s 
reportable segments as follows:

 
 Consumer 
 Merchant 
 Carrying value 
 Balance as of July 1, 2020 
 $ 
 - 
 $ 
 24,169 
 $ 
 24,169 
 Liquidation of subsidiaries 
 - 
 - 
 - 
 Foreign currency adjustment
 (1)
 - 
 4,984 
 4,984 
 Balance as of June 30, 2021 
 - 
 29,153 
 29,153 
 Acquisition of Connect (Note 3) 
 - 
 153,693 
 153,693 
 Foreign currency adjustment
 (1)
 - 
 ( 20,189 )
 ( 20,189 )
 Balance as of June 30, 2022 
 - 
 162,657 
 162,657 
 Impairment loss 
 - 
 ( 7,039 )
 ( 7,039 )
 Foreign currency adjustment
 (1)
 - 
 ( 21,875 )
 ( 21,875 )
 Balance as of June 30, 2023 
 $ 
 - 
 $ 
 133,743 
 $ 
 133,743 

 

 
 (1) – 
The foreign 
currency adjustment 
represents the 
effects of 
the fluctuations 
between the 
South African 
rand and 
the Euro, 
 against the U.S. dollar on the carrying value.

 

 
 Intangible assets 
 Intangible assets acquired
 Summarized below 
is the 
fair value 
of intangible 
assets acquired, 
translated at 
the exchange 
rate applicable 
as of 
the relevant 
 acquisition dates, and the weighted-average amortization period:

 
 Fair value as of 
 acquisition date 
 Weighted-average 
 amortization 
 period (in years) 
 Finite-lived intangible asset: 
 Acquired during the year ended June 30, 2022: 
 Connect – integrated platform 
 $ 
 142,981 
 10 
 

 Connect – customer relationships 
 20,516 
 8 
 

 Connect –brands 
 $ 
 15,987 
 10 

 

 
 

 Impairment loss
 The Company 
assesses the carrying 
value of 
intangible assets 
for impairment 
whenever events 
occur or 
circumstances change 
 indicating that the carrying amount of the intangible asset may not be recoverable. 
 No 
 
intangible assets have been impaired during the 
 years ended June 30, 2023, 2022 and 2021, respectively. 
 Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2023, and June 30, 
 2022:

 
 As of June 30, 2023 
 As of June 30, 2022 
 Gross 
 carrying 
 value 
 Accumulated 
 amortization 
 Net 
 carrying 
 value 
 Gross 
 carrying 
 value 
 Accumulated 
 amortization 
 Net 
 carrying 
 value 
 Finite-lived intangible assets: 
 Customer relationships
 (1)
 $ 
 24,978 
 $ 
 ( 11,565 )
 $ 
 13,413 
 $ 
 26,937 
 $ 
 ( 9,140 )
 $ 
 17,797 
 Software, integrated 
 platform and unpatented 
 technology
 (1)
 110,906 
 ( 13,711 )
 97,195 
 127,785 
 ( 3,075 )
 124,710 
 FTS patent 

 2,034 
 ( 2,034 )
 - 
 2,352 
 ( 2,352 )
 - 
 Brands and trademarks 
 (1)
 13,852 
 ( 2,863 )
 10,989 
 16,018 
 ( 1,823 )
 14,195 
 Total finite-lived 
 intangible assets 

 $ 
 151,770 
 $ 
 ( 30,173 )
 $ 
 121,597 
 $ 
 173,092 
 $ 
 ( 16,390 )
 $ 
 156,702 

 

 
 (1) 2022 balances include the intangible assets acquired as part of the 
Connect acquisition in April 2022.

 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-40 
 10. 
GOODWILL AND INTANGIBLE 
ASSETS, 
net (continued) 
 Intangible assets (continued) 
 Carrying value and amortization of intangible assets (continued)
 Aggregate 
amortization 
expense on 
the finite-lived 
intangible assets 
for 
the 
years 
ended June 
30, 
2023, 
2022 
and 
2021, 
was 
 approximately $
 15.0 
 
million, $
 3.8 
 
million and $
 0.4 
 , respectively.
 Future estimated annual amortization expense for the next five 
fiscal years and thereafter, using the exchange rates that prevailed 
 on June 
30, 2023, 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 
 $ 
 14,362 
 Fiscal 2024 
 14,364 
 Fiscal 2025 
 14,364 
 Fiscal 2026 
 14,310 
 Fiscal 2027 
 14,278 
 Thereafter 
 49,919 
 Total future 
estimated annual amortization expense 
 $ 
 121,597 

 

 
 11. 
ASSETS AND POLICYHOLDER LIABILITIES UNDER INSURANCE AND 
INVESTMENT CONTRACTS 
 Reinsurance assets and policyholder liabilities under insurance contracts 

 Summarized below is the movement in reinsurance assets and policyholder liabilities under 
insurance contracts during the years 
 ended June 30, 2023 and 2022:

 
 Reinsurance 
 Assets
 (1)
 Insurance 
 contracts
 (2)
 Balance as of July 1, 2021 
 $ 
 1,298 
 $ 
 ( 2,011 )
 Increase in policy holder benefits under insurance contracts 

 2,087 
 ( 9,540 )
 Claims and policyholders’ benefits under insurance contracts 
 ( 1,782 )
 9,336 
 Foreign currency adjustment
 (3)
 ( 179 )
 260 
 Balance as of June 30, 2022 
 1,424 
 ( 1,955 )
 Increase in policy holder benefits under insurance contracts 

 785 
 ( 5,833 )
 Claims and policyholders’ benefits under insurance contracts 
 ( 986 )
 5,928 
 Foreign currency adjustment
 (3)
 ( 183 )
 260 
 Balance as of June 30, 2023 
 $ 
 1,040 
 $ 
 ( 1,600 )

 

 
 (1) Included in other long-term assets (refer to Note 9); 
 (2) Included in other long-term liabilities; 
 (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

 
 The Company has agreements with reinsurance companies in order to limit its losses from large insurance contracts, however, 
if 
 the reinsurer is unable to meet its obligations, the Company retains the liability. 
The value of insurance contract liabilities is based on 
 the best 
estimate assumptions 
of future 
experience plus 
prescribed margins, 
as required 
in the 
markets in 
which these 
products are 
 offered, namely 
South Africa. The 
process of deriving 
the best estimates 
assumptions plus 
prescribed margins 
includes assumptions 
 related to claim reporting delays (based on average industry experience).
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-41 
 11. 
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 years 
ended June 
 30, 2023 and 2022:

 
 Assets
 (1)
 Investment 
 contracts
 (2)
 Balance as of July 1, 2021 
 $ 
 381 
 $ 
 ( 381 )
 Increase in policy holder benefits under investment contracts 

 16 
 ( 16 )
 Foreign currency adjustment
 (3)
 ( 26 )
 48 
 Balance as of June 30, 2022 
 371 
 ( 349 )
 Increase in policy holder benefits under investment contracts 

 6 
 ( 6 )
 Claims and decrease in policyholders’ benefits under investment contracts 

 ( 69 )
 69 
 Foreign currency adjustment
 (3)
 ( 51 )
 45 
 Balance as of June 30, 2023 
 $ 
 257 
 $ 
 ( 241 )

 

 
 (1) Included in other long-term assets (refer to Note 9); 
 (2) Included in other long-term liabilities; 
 (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

 
 

 The Company does not offer any investment products with guarantees 
related to capital or returns.

 
 12. 
BORROWINGS 
 South Africa 
 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 
 On July 21, 
2017, Lesaka SA 
entered into a 
Common Terms 
Agreement, Subordination 
Agreement, Security 
Cession & Pledge 
 and 
certain 
ancillary 
loan 
documents 
(collectively, 
the 
“Original 
Loan 
Documents”) 
with 
RMB, 
a 
South 
African 
corporate 
and 
 investment 
bank, and 
Nedbank Limited 
(acting 
through its 
Corporate 
and Investment 
Banking division), 
an African 
corporate 
and 
 investment bank (collectively, the “Lenders”). 
Since 2017, these agreements have been amended to add 
additional facilities, including 
 Facilities G and H, which were obtained to finance the acquisition of Connect (refer to Note 3). Facilities A, B, C, D and F have been 
 repaid and cancelled. As of June 
30, 2023, the only remaining facilities are 
Facility G and Facility H (as defined 
below), and Facility 
 E, an overdraft facility. 
 Available short-term facility - 
Facility E 
 On 
September 
26, 
2018, 
Lesaka 
SA 
revised 
its 
amended 
July 
2017 
Facilities 
agreement 
with 
RMB 
to 
include 
Facility 
E, 
an 
 overdraft facility of up to ZAR 
 1.5 
 
billion ($
 79.6 
 
million, translated at exchange rates applicable as of June 30, 2023) to fund the cash 
 in the Company’s 
ATMs. 
The Facility E overdraft 
facility was subsequently 
reduced to ZAR 
 1.2 
 
billion ($
 63.7 
 
million, translated at 
 exchange rates applicable as 
of June 30, 2023) in 
September 2019. On August 
2, 2021, Lesaka SA and 
RMB entered into a Letter 
of 
 Amendment to increase Facility 
E from ZAR 
 1.2 
 
billion to ZAR 
 1.4 
 
billion ($
 74.3 
 
million, translated at exchange rates 
applicable as 
 of June 30, 2023). Interest on the overdraft facility 
is payable on the first day of the month following 
utilization of the facility and on 
 the final maturity date based on the South African 
prime rate. The overdraft facility amount utilized must be 
repaid in full within one 
 month of utilization and 
at least 
 90 
 % of the 
amount utilized must be 
repaid within 
 25 days 
 . The overdraft facility 
is secured by a 
pledge 
 by Lesaka SA of, among other things, cash and certain bank accounts utilized in the Company’s ATM 
funding process, the cession of 
 Lesaka 
SA’s 
shareholding 
in 
Cell 
C, 
the 
cession 
of 
an 
insurance 
policy 
with 
Senate 
Transit 
Underwriters 
Managers 
Proprietary 
 Limited, and 
any rights 
and claims 
Lesaka SA 
has against 
Grindrod Bank 
Limited. As 
at June 
30, 2023, 
the Company 
had utilized 
 approximately ZAR 
 0.4 
 
billion ($
 23.0 
 
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 prime 
rate on 
 June 30, 2023, was 
 11.75 
 %. 
 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-42 
 12. 
BORROWINGS (continued) 
 South Africa (continued) 
 RMB Facilities, as amended, comprising a short-term facility (Facility E) and 
long-term borrowings (continued) 
 Long-term borrowings - Facility G and Facility H 
 On March 
16, 2023, 
the Company, 
through Lesaka 
SA, entered 
into a 
Fifth Amendment 
and 
Restatement Agreement, 
which 
 includes, among other agreements, an Amended and 
Restated Common Terms Agreement (“CTA”), an Amended and Restated Senior 
 Facility G Agreement (“Facility 
G Agreement”) and an 
Amended and Restated Senior 
Facility H Agreement (“Facility 
H Agreement”) 
 (collectively, 
the “Loan 
Documents”) with 
RMB. 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 is also 
a 
 party to 
the Loan 
Documents. Pursuant 
to the 
Facility G 
Agreement, 
Lesaka SA 
may borrow 
up to 
an aggregate 
of approximately 
 ZAR 
 708.6 
 
million. Facility G now 
includes a term loan 
of ZAR 
 508.6 
 
million and a 
revolving credit facility of 
up to ZAR 
 200 
 
million. 
 Pursuant to the Facility H Agreement, Lesaka SA may borrow up to an aggregate 
of approximately ZAR 
 357.4 
 
million. 

 The Loan 
Documents contain 
customary 
covenants that 
require Lesaka 
SA to 
maintain a 
specified total 
asset cover 
ratio and 
 restrict the ability of Lesaka, Lesaka 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 
March 16, 2023, amendments to the CTA 
include an amendment 
 to the asset cover 
ratio to change the 
Covenant Equity Value 
(as defined in 
the CTA) 
definition to include 
 90 
 % of the book 
value of 
 the Lesaka Financial Service Proprietary Limited (formerly known as Moneyline Financial Service Proprietary Limited) 
receivables, 
 and to deduct the net debt 
(as defined in the CTA) of Cash Connect Management Solutions 
Proprietary Limited (“CCMS”) and K2021 
 Proprietary Limited (“K2021”) from the respective CCMS and 
K2021 valuations. When determining the Covenant Equity Value, 
the 
 value of the aggregate of the CCMS Equity Value 
(as defined in the CTA) and the K2021 Equity Value 
(as defined in the CTA) must 
 be at least 
 50 
 
per cent of the Covenant Equity Value. 
To the extent that the value of the 
aggregate of the CCMS Equity Value 
and the 
 K2021 Equity Value 
is not at least 
 50 
 
per cent of the 
Covenant Equity Value, 
the Covenant Equity Value 
will be reduced so 
that the 
 aggregate of the CCMS Equity Value and the K2021 Equity Value 
is 
 50 
 
per cent of the Covenant Equity Value. The amendments also 
 include the removal of a requirement to maintain a minimum group cash balance. 
 Interest on 
Facility G 
and Facility 
H (together, 
the “Facilities”) 
is based 
on the 
3-month Johannesburg 
Interbank Agreed 
Rate 
 (“JIBAR”) in effect from 
time to time plus a 
margin, as a result 
of the amendment, from 
January 1, 2023 of: 
(i) 
 5.50 
 % for as long as 
 the aggregate balance 
under the Facilities is 
greater than ZAR 
 800 
 
million; (ii) 
 4.25 
 % if the aggregate 
balance under the Facilities 
is 
 equal to or less than ZAR 
 800 
 
million, but greater than ZAR 
 350 
 
million; or (iii) 
 2.50 
 % if the aggregate balance under the Facilities is 
 less than 
ZAR 
 350 
 
million. Interest 
on the 
Facilities may 
be capitalized 
to each 
of the 
facilities, and 
will be 
repaid on 
the maturity 
 date, provided that the sum of the outstanding facility (including interest and fees) plus any accrued interest does not exceed 
 1.2 
 
times 
 of the 
Facilities outstanding 
balance. Any 
interest that 
exceeds this 
cap must 
be settled 
in full 
on a 
quarterly basis. 
The JIBAR 
rate 
 was 
 8.5 
 % on June 30, 2023. 
 Lesaka SA will pay a quarterly commitment fee computed at a rate of 
 35 
 % of the Applicable Margin (as defined in the CTA) on 
 the amount of the revolving credit facility outstanding 
and such commitment fee will also be capitalized, 
subject to the cap discussed 
 above. 
 The Facilities are repayable in full on or before December 31, 2025. 
 The then 
available 
amounts available 
under 
the Facilities 
were utilized, 
in full, 
on April 
14, 
2022, 
primarily 
to part 
fund the 
 acquisition 
of Connect. 
In 
April 2022, 
Lesaka SA 
paid 
non-refundable 
deal 
origination 
fees of 
ZAR 
 11.25 
 
million 
and 
ZAR 
 5.25 
 million to the Lenders related to Facility G and Facility H, respectively. 
 The Facility H 
Agreement provides the Lenders 
with a right 
to discuss the 
capitalization of the Lesaka 
group with its 
management 
 and Value 
Capital Partners Proprietary 
Limited (“VCP”) if Lesaka’s 
market capitalization on 
the NASDAQ Stock Market 
(based on 
 the closing price 
on the NASDAQ Stock 
Market) on any day 
falls below the USD 
equivalent of ZAR 
 3.250 
 
billion. 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 Lesaka 
SA to deliver a 
compliance certificate procured from 
VCP as 
 of each applicable Measurement Date, which shows the computation 
of the asset cover ratio. 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-43 
 12. 
BORROWINGS (continued) 
 South Africa (continued) 
 Connect Facilities, comprising long-term borrowings and a short-term facility
 On March 22, 2023, 
the Company, through CCMS, entered 
into a First 
Amendment and Restatement Agreement, which 
includes, 
 among other 
agreements, an 
Amended 
and Restated 
Facilities Agreement 
(“CCMS Facilities 
Agreement”) 
with RMB. 
The CCMS 
 Facilities Agreement was 
amended to increase 
the Facility B available 
under the CCMS Facilities 
Agreement by ZAR 
 200.0 
 
million 
 to ZAR 
 550.0 
 
million. The 
final maturity 
date has 
been extended 
to December 
31, 2027, 
and scheduled 
principal repayments 
have 
 been amended, with the first scheduled repayment commencing from 
March 31, 2026. 
 As of June 30, 
2023, the Connect 
Facilities include (i) 
an overdraft facility 
(general banking facility) 
of ZAR 
 205.0 
 
million (of 
 which ZAR 
 170.0 
 
million has been 
utilized); (ii) 
Facility A of 
ZAR 
 700.0 
 
million; (iii) Facility 
B of ZAR 
 550.0 
 
million (both 
fully 
 utilized); and (iv) an asset-backed facility of ZAR 
 200.0 
 
million (of which ZAR 
 149.1 
 
million has been utilized). 
 In February 2023, the Company, 
through CCMS, obtained a ZAR 
 175.0 
 
million temporary increase in its overdraft facility for a 
 period of 
 four months 
 
to specifically 
fund the 
purchase of 
prepaid airtime 
vouchers. This 
temporary increase 
was repayable 
in 
 four 
 equal monthly instalments of ZAR 
 43.8 
 
million and which commenced 
in March 2023. In May 2023, 
the Company, 
through CCMS, 
 obtained a ZAR 
 155.0 
 
million temporary increase 
in its overdraft facility 
for a period of 
 one month 
 
to specifically fund the 
purchase 
 of prepaid airtime vouchers. This temporary increase was repaid in full in June 2023. Interest at the South Africa prime rate less 
 0.1 
 % 
 was payable on a monthly basis on both of these temporary facilities. 
 CCMS paid a non-refundable structuring fee of approximately ZAR 
 5.5 
 
million during the year ended June 30, 2022. Interest on 
 Facility A and Facility 
B is payable quarterly in 
arrears based on JIBAR 
in effect from time to 
time plus a margin. 
Interest on the asset-
 backed facility is payable quarterly in arrears based on prime in effect 
from time to time plus a margin. 
 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 specified debt service, interest 
cover and leverage ratios. 
 CCC Revolving Credit Facility, comprising 
long-term borrowings 
 On 
November 
29, 
2022, 
the 
Company, 
through 
its 
indirect 
South 
African 
subsidiary 
Cash 
Connect 
Capital 
(Pty) 
Limited 
 (“CCC”), entered into 
a Revolving Credit 
Facility Agreement (the 
“CCC Loan Document”) 
with RMB 
and other Company 
subsidiaries 
 within the Connect Group of companies listed therein, as guarantors. The transaction 
closed on December 1, 2022. 
 The CCC Loan Document contains 
customary covenants that require CCC and 
K2020 to collectively maintain a 
specified capital 
 adequacy ratio, restrict the ability of the entities to make certain distributions with respect to their capital stock, 
encumber their assets, 
 incur additional indebtedness, make investments, engage in certain business 
combinations and engage in other corporate activities. 

 Pursuant 
to 
the 
CCC Loan 
Document, 
CCC may 
borrow 
up to 
an aggregate 
of ZAR 
 300.0 
 
million 
(“CCC Revolving 
Credit 
 Facility”) for the sole purposes of funding CCC’s 
consumer lending business, providing a limited recourse loan to 
K2020, settling up 
 to ZAR 
 35.0 
 
million related to 
an intercompany 
loan to CCC’s 
direct parent, 
and paying the 
structuring and 
execution fee and 
legal 
 costs. The Revolving 
Credit Facility replaces 
K2020’s existing lending arrangement and 
increases the 
borrowings available to 
facilitate 
 further growth of the 
business. Certain merchant finance 
loans receivable have been 
pledged as security for 
the revolving credit 
facility 
 obtained from 
RMB. CCMS 
also provided 
RMB with 
an unsecured 
limited guarantee 
(“the guarantee”) 
in respect 
of the 
revolving 
 credit facility entered into between 
K2020 and RMB. The guarantee is limited 
to a maximum aggregate amount of ZAR 
 10.0 
 
million 
 and will become due and payable should there be any default on any of K2020’s 
payment obligations to RMB. 
 Interest on 
the Revolving 
Credit Facility 
is payable 
on the last 
business day 
of each 
calendar month and 
is based on 
the South 
 African prime rate in effect from time to time plus a margin 
of 
 0.95 
 % per annum. 

 The Company 
paid a 
non-refundable structuring 
and execution 
fee of ZAR 
 1.7 
 
million, or 
$
 0.1 
 
million, including 
value added 
 taxation, to the Lenders on closing. 
 As of June 30, 2023, the amount of the CCC 
Revolving Credit Facility was ZAR 
 300.0 
 
million (of which ZAR 
 222.3 
 
million has 
 been utilized).
 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-44 
 12. 
BORROWINGS (continued) 
 South Africa (continued 
 RMB facility, comprising indirect facilities 
 As of 
June 30, 
2023, the 
aggregate amount 
of the 
Company’s 
short-term South 
African indirect 
credit facility 
with RMB 
was 
 ZAR 
 135.0 
 
million ($
 7.2 
 
million), which includes facilities 
for guarantees, letters of credit 
and forward exchange contracts. As 
of June 
 30, 2023 
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 22). 
 Nedbank facility, comprising short-term facilities 
 As of June 30, 2023, the aggregate amount of 
the Company’s short-term South African credit facility with Nedbank Limited was 
 ZAR 
 156.6 
 
million ($
 8.3 
 
million). The credit facility represents an 
indirect and derivative facilities of up 
to ZAR 
 156.6 
 
million ($
 8.3 
 million), which include guarantees, letters of credit and forward exchange 
contracts. 
 On November 2, 2020, the Company amended its short-term 
South African credit facility with Nedbank Limited to 
increase the 
 indirect 
and 
derivative 
facilities 
component 
of 
the 
facility 
from 
ZAR 
 150.0 
 
million 
to 
ZAR 
 159.0 
 
million. 
On 
June 
1, 
2021, 
the 
 Company 
further 
amended 
its short-term 
South 
African 
credit facility 
with Nedbank 
Limited 
to reduce 
the indirect 
and derivative 
 facilities component of the facility 
from ZAR 
 159.0 
 
million to ZAR 
 157.0 
 
million, and to cancel its ZAR 
 50 
 
million general banking 
 facility. During the year ended June 30, 2022, 
the Company cancelled its 
overdraft facility of up to 
ZAR 
 251.0 
 
million ($
 13.0 
 
million), 
 which was used to fund mobile ATMs 
as it no longer operates a mobile ATM 
service. 
 The Company 
has entered 
into cession 
and pledge 
agreements with 
Nedbank related 
to certain 
of its 
Nedbank credit 
facilities 
 (the general banking 
facility and a 
portion of the 
indirect facility) and 
the Company has 
ceded and pledged 
certain bank accounts 
to 
 Nedbank and also provided a cession of Lesaka SA’s 
shareholding in Cell C. The funds included in these bank accounts are restricted 
 as they may not be withdrawn without the express permission of Nedbank. 
 The short-term facility 
provided Nedbank with 
the right to set off 
funds held in certain 
identified Company bank 
accounts with 
 Nedbank against any amounts owed to Nedbank under the facility. 
As of June 30, 2023, these facilities were no longer available. 

 As of June 30, 2023 and June 30, 
2022, the Company had utilized approximately 
ZAR 
 2.1 
 
million ($
 0.1 
 
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 22). 
 On June 30, 
2022, the Company’s 
ZAR 
 60.0 
 
million bank guarantee 
issued by Nedbank 
to a third 
party expired and 
on July 1, 
 2022, it was replaced with a ZAR 
 28.0 
 
million bank guarantee issued by RMB to 
the same third party. In July 2022, the Company was 
 able to release 
ZAR 
 60.0 
 
million in cash 
held in a 
pledged bank 
account with Nedbank 
which was held 
as security against 
the bank 
 guarantee issued by Nedbank, and the ZAR 
 28.0 
 
million bank guarantee did not require a cash underpin. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-45 
 12. 
BORROWINGS (continued) 
 Movement in short-term credit facilities 
 Summarized below are the Company’s short-term facilities as of June 30, 2023, and the movement in the Company’s 
short-term 
 facilities from as of June 30, 2022 to as of June 30, 2023:

 
 RMB 
 RMB 
 RMB 
 Nedbank 
 Facility E 
 Indirect 
 Connect 
 Facilities 
 Total 
 Short-term facilities available as of June 
 30, 2023 
 $ 
 74,319 
 $ 
 7,167 
 $ 
 10,882 
 $ 
 8,311 
 $ 
 100,679 
 Overdraft 

 - 
 - 
 10,882 
 - 
 10,882 
 Overdraft restricted as to use for ATM 
 funding only 
 74,319 
 - 
 - 
 - 
 74,319 
 Indirect and derivative facilities 

 - 
 7,167 
 - 
 8,311 
 15,478 
 Movement in utilized overdraft facilities: 

 Balance as of June 30, 2021 
 14,245 
 - 
 - 
 - 
 14,245 
 Facilities acquired in transaction 
 - 
 - 
 16,903 
 - 
 16,903 
 Utilized 

 563,588 
 - 
 5,929 
 1,345 
 570,862 
 Repaid 
 ( 517,948 )
 - 
 ( 6,189 )
 ( 1,322 )
 ( 525,459 )
 Foreign currency adjustment
 (1)
 ( 8,547 )
 - 
 ( 1,763 )
 ( 23 )
 ( 10,333 )
 Balance as of June 30, 2022 
 51,338 
 - 
 14,880 
 - 
 66,218 
 Restricted as to use for ATM 
 funding only 
 51,338 
 - 
 - 
 - 
 51,338 
 No restrictions as to use 

 - 
 - 
 14,880 
 - 
 14,880 
 Utilized 

 501,603 
 - 
 18,462 
 - 
 520,065 
 Repaid 
 ( 524,766 )
 - 
 ( 22,505 )
 - 
 ( 547,271 )
 Foreign currency adjustment
 (1)
 ( 5,154 )
 - 
 ( 1,812 )
 - 
 ( 6,966 )
 Balance as of June 30, 2023 
 23,021 
 - 
 9,025 
 - 
 32,046 
 Restricted as to use for ATM 
 funding only 
 23,021 
 - 
 - 
 - 
 23,021 
 No restrictions as to use 

 - 
 - 
 9,025 
 - 
 9,025 
 Interest rate as of June 30, 2023 (%)
 (2)
 11.7500 
 - 
 11.6500 
 - 
 Movement in utilized indirect and 
 derivative facilities: 
 Balance as of June 30, 2021 
 - 
 - 
 - 
 5,398 
 5,398 
 Utilized 

 - 
 - 
 - 
 4,009 
 4,009 
 Foreign currency adjustment
 (1)
 - 
 - 
 - 
 1,540 
 1,540 
 Balance as of June 30, 2022 
 - 
 313 
 - 
 5,654 
 10,947 
 Guarantees cancelled
 (3)
 - 
 - 
 - 
 ( 5,017 )
 ( 5,017 )
 Utilized 

 - 
 1,561 
 - 
 - 
 1,561 
 Foreign currency adjustment
 (1)
 - 
 ( 117 )
 - 
 ( 525 )
 ( 642 )
 Balance as of June 30, 2023 
 $ 
 - 
 $ 
 1,757 
 $ 
 - 
 $ 
 112 
 $ 
 6,849 

 

 
 (1) Represents the effects of the fluctuations between the 
ZAR and the U.S. dollar. 
 (2) Facility E interest set at prime and the Connect facility at prime less 
 0.10 
 %. 
 (3) Represents 
the cancellation 
of the guarantee 
with supplier 
amounting to 
ZAR 
 90 
 
million ($
 5.0 
 
million) which 
is no longer 
 required due the reduction in the volume and value of transactions processed.

 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-46 
 12. 
BORROWINGS (continued) 
 Movement in long-term borrowings 
 Summarized below is the movement in the Company’s 
long-term borrowing from as of June 30, 2022, to as of June 30, 2023:

 
 Facilities 
 G & H 
 A&B 
 CCC/ K2020 
 Asset backed 
 Total 
 Opening balance as of June 30, 2021 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 $ 
 - 
 Facilities acquired in transaction 
 - 
 72,318 
 9,772 
 4,870 
 86,960 
 Facilities utilized 
 77,069 
 - 
 472 
 1,310 
 78,851 
 Facilities repaid 
 ( 4,492 )
 - 
 ( 933 )
 ( 156 )
 ( 5,581 )
 Non-refundable fees paid 
 ( 1,307 )
 - 
 - 
 - 
 ( 1,307 )
 Non-refundable fees amortized 
 196 
 18 
 37 
 - 
 251 
 Foreign currency adjustment
 (1)
 ( 8,112 )
 ( 7,864 )
 ( 1,002 )
 ( 550 )
 ( 17,528 )
 Included in current 
 - 
 4,604 
 - 
 2,200 
 6,804 
 Included in long-term 
 63,354 
 59,868 
 8,346 
 3,274 
 134,842 
 Opening balance as of June 30, 2022 
 63,354 
 64,472 
 8,346 
 5,474 
 141,646 
 Facilities utilized 
 - 
 10,947 
 7,377 
 6,031 
 24,355 
 Facilities repaid 
 ( 10,543 )
 ( 2,151 )
 ( 2,149 )
 ( 2,669 )
 ( 17,512 )
 Non-refundable fees paid 
 ( 500 )
 - 
 ( 100 )
 - 
 ( 600 )
 Non-refundable fees amortized 
 762 
 57 
 44 
 - 
 863 
 Capitalized interest 
 5,078 
 - 
 - 
 - 
 5,078 
 Capitalized interest repaid 
 (514) 
 - 
 - 
 - 
 (514) 
 Foreign currency adjustment
 (1)
 ( 8,672 )
 ( 8,889 )
 ( 1,716 )
 ( 921 )
 ( 20,198 )
 Closing balance as of June 30, 2023 
 48,965 
 64,436 
 11,802 
 7,915 
 133,118 
 Included in current 
 - 
 - 
 - 
 3,663 
 3,663 
 Included in long-term 
 48,965 
 64,436 
 11,802 
 4,252 
 129,455 
 Unamortized fees 
 ( 598 )
 ( 223 )
 ( 65 )
 - 
 ( 886 )
 Due within 2 years 
 - 
 - 
 - 
 3,005 
 3,005 
 Due within 3 years 
 49,563 
 3,317 
 11,867 
 1,149 
 65,896 
 Due within 4 years 
 - 
 7,300 
 - 
 98 
 7,398 
 Due within 5 years 
 $ 
 - 
 $ 
 54,042 
 $ 
 - 
 $ 
 - 
 $ 
 54,042 
 Interest rates as of June 30, 2023 (%): 
 14.00 
 12.25 
 12.70 
 12.50 
 Base rate (%) 
 8.50 
 8.50 
 11.75 
 11.75 
 Margin (%) 
 5.50 
 3.75 
 0.95 
 0.75 
 Footnote number 
 (2)(3)(4) 
 (5) 
 (6) 
 (7)

 

 
 (
 1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. 
 (2) Prior 
to the 
amendment in March 
2023, interest 
on Facility G 
was 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) Prior to the amendment in 
March 2023, 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 
G and Facility H 
is calculated based 
on the 3-month 
JIBAR in effect 
from time to time 
plus a margin 
of, from 
 January 1, 2023: 
(i) 
 5.50 
 % for as 
long as the 
aggregate balance under 
the Facilities is 
greater than ZAR 
 800 
 
million; (ii) 
 4.25 
 % if the 
aggregate 
 balance under the Facilities is 
equal to or less 
than ZAR 
 800 
 
million, but greater than 
ZAR 
 350 
 
million; or (iii) 
 2.50 
 % if the aggregate 
balance 
 under the Facilities is less than ZAR 
 350 
 
million 
 (5) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, of 
 3.75 
 %, in effect from time to time. 
 (6) Interest is charged at prime plus 
 0.95 
 % per annum on the utilized balance. 
 (7) Interest is charged at prime plus 
 0.75 
 % 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 
consolidated 
statement 
of 
operations 
during 
the 
years 
ended 
June 
30, 
2023 
and 
2022, 
was 
$
 13.1 
 
million 
and 
$
 2.3 
 
million, 
 respectively. There 
was 
 no 
 
interest expense incurred during the year ended 
June 30, 2021. Prepaid facility fees amortized included 
in 
 interest expense during the years 
ended June 30, 2023 and 
2022, was $
 0.8 
 
million and $
 0.2 
 
million, respectively. There was 
 no 
 
prepaid 
 facility fee 
amortization during 
the year 
ended June 
30, 2021. 
Interest expense 
incurred under 
the Company’s 
CCC/K2020 facility 
 relates 
to 
borrowings 
utilized 
to 
fund 
a 
portion 
of 
the 
Company’s 
merchant 
finance 
loans receivable 
and 
interest 
expense 
of 
$
 1.4 
 million 
and 
$
 0.2 
 
million 
is 
included 
in 
the 
caption 
cost 
of 
goods 
sold, 
IT 
processing, 
servicing 
and 
support 
on 
the 
consolidated 
 statement of operations for the years ended June 30, 2023 and 2022, respectively.

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-47 
 13. 
OTHER PAYABLES 
 Summarized below is the breakdown of other payables as of June 30, 
2023 and 2022:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Accruals 
 $ 
 7,078 
 $ 
 9,948 
 Provisions 
 7,429 
 7,365 
 Payroll-related payables 
 1,038 
 1,306 
 Participating merchants' settlement obligation 
 39 
 114 
 Value 
-added tax payable 
 1,247 
 845 
 Vendor 
consideration due to sellers of Connect (Note 3) 
 - 
 1,459 
 Other 
 19,466 
 13,325 
 $ 
 36,297 
 $ 
 34,362 

 

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

 
 14. 
COMMON STOCK 
 Common stock 
 Holders of shares of Lesaka’s common stock are entitled to receive dividends and other distributions when declared by Lesaka’s 
 board of 
directors out 
of legally 
available funds. 
Payment of 
dividends and 
distributions is 
subject to 
certain restrictions 
under the 
 Florida Business Corporation Act, including 
the requirement that after making 
any distribution Lesaka must be 
able to meet its debts 
 as they become due in 
the usual course of 
its business. Upon voluntary or 
involuntary liquidation, dissolution or winding up 
of Lesaka, 
 holders of 
common stock 
share ratably 
in the 
assets remaining 
after payments 
to creditors 
and provision 
for the 
preference of 
any 
 preferred 
stock 
according 
to 
its 
terms. 
There 
are 
no 
pre-emptive 
or 
other 
subscription 
rights, 
conversion 
rights 
or 
redemption 
or 
 scheduled installment payment provisions relating to shares 
of common stock. All of 
the outstanding shares of common stock 
are fully 
 paid and non-assessable. 
 Each holder of 
common stock is 
entitled to one 
vote per share 
for the election 
of directors and 
for all other 
matters to be 
voted 
 on by shareholders. Holders 
of common stock may 
not cumulate their 
votes in the 
election of directors, and 
are entitled to 
share equally 
 and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on 
 outstanding shares of preferred stock according to its terms. The shares of 
Lesaka common stock are not subject to redemption.
 Issue of shares to Connect sellers pursuant to April 2022 transaction 
 The total purchase consideration pursuant to the Connect 
acquisition in April 2022 includes 
 3,185,079 
 
shares of the Company’s 
 common stock. These shares of 
common stock will be issued 
in 
 three 
 
equal tranches on each 
of the first, second 
and third anniversaries 
 of the April 14, 2022 closing. The Company legally issued 
 1,061,693 
 
shares of its common stock, representing the first tranche, to the 
 Connect sellers in April 2023, and this had no impact on the 
number of shares, net of treasury, presented in the consolidated statement 
 of changes during the year ended June 30, 2023 because the 
 3,185,079 
 
shares are included in the number of shares, net of treasury, as 
 of June 30, 2022, and 2023, respectively. 
 Impact of non-vested equity shares on number of shares, 
net of treasury 
 The Company’s 
number of 
shares, net 
of treasury, 
presented in 
the consolidated 
balance sheets 
and consolidated 
statement of 
 changes in 
equity includes 
participating non-vested 
equity shares (specifically 
contingently returnable 
shares) as described 
below in 
 Note 
17 
“— 
Amended 
and 
Restated 
Stock 
Incentive 
Plan—Restricted 
Stock—General 
Terms 
of 
Awards”. 
The 
following 
table 
 presents a reconciliation 
between the number 
of shares, net of 
treasury, 
presented in the 
consolidated statement of 
changes in equity 
 and the 
number 
of shares, 
net of 
treasury, 
excluding non-vested 
equity shares 
that have 
not vested 
during the 
years ended 
June 30, 
 2023, 2022 and 2021:

 
 2023 
 2022 
 2021 
 Number of shares, net of treasury: 
 Statement of changes in equity – common stock 
 63,640,246 
 62,324,321 
 56,716,620 
 Less: Non-vested equity shares that have not vested as of end of year (Note 
17) 
 2,614,419 
 2,385,267 
 384,560 
 Number of shares, net of treasury excluding non-vested equity shares that have 
 not vested 
 61,025,827 
 59,939,054 
 56,332,060 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-48 
 14. 
COMMON STOCK (continued) 
 Redeemable common stock issued pursuant to transaction with the IFC Investors 
 Holders of redeemable common 
stock have all the rights enjoyed by 
holders of common stock, however, 
holders of redeemable 
 common 
stock 
have 
additional 
contractual 
rights. 
On 
April 
11, 
2016, 
the 
Company 
entered 
into 
a 
Subscription 
Agreement 
(the 
 “Subscription Agreement”) 
with International 
Finance Corporation 
(“IFC”), IFC 
African, Latin 
American and 
Caribbean Fund, 
LP, 
 IFC 
Financial 
Institutions 
Growth 
Fund, 
LP, 
and 
Africa 
Capitalization 
Fund, 
Ltd. 
(collectively, 
the 
“IFC 
Investors”). 
Under 
the 
 Subscription Agreement, 
the IFC Investors purchased, 
and the Company 
sold in the 
aggregate, approximately 
 9.98 
 
million shares of 
 the 
Company’s 
common 
stock, 
par 
value 
$
 0.001 
 
per 
share, 
at 
a 
price 
of 
$
 10.79 
 
per 
share, 
for 
gross 
proceeds 
to 
the 
Company 
of 
 approximately $
 107.7 
 
million. The Company 
accounted for these 
 9.98 
 
million shares as 
redeemable common stock 
as a result of 
the 
 put option discussed below. 
 On May 
19, 2020, 
the Africa 
Capitalization Fund, 
Ltd sold 
its entire 
holding of 
 2,103,169 
 
shares of 
the Company’s 
common 
 stock and 
therefore the 
additional contractual 
rights, including 
the put 
option rights 
related to 
these 
 2,103,169 
 
shares, expired. 
The 
 Company reclassified $
 22.7 
 
million related to 
these 
 2,103,169 
 
shares sold from 
redeemable common stock 
to additional paid-in-capital 
 during the year ended June 30, 2020. 
 On August 19, 202 
2, the IFC Investors 
filed an amended Form 
13D/A, amendment no. 2, 
with the United 
States Securities and 
 Exchange 
Commission 
reporting 
that 
in 
October 
2017 
and 
February 
2018, 
the 
IFC 
sold 
an 
aggregate 
of 
 514,376 
 
shares 
of 
the 
 Company’s 
common 
stock 
and therefore 
the 
additional 
contractual 
rights, 
including 
the put 
option 
rights 
related 
to 
these 
 514,376 
 shares, 
expired. 
The 
Company 
reclassified 
$
 5.6 
 
million 
related 
to 
these 
 514,376 
 
shares 
sold 
from 
redeemable 
common 
stock 
to 
 additional paid-in-capital during the year ended June 30, 2022. Previously reported periods were not amended because the transaction 
 only impacted equity. 
 The Company has entered 
into a Policy Agreement with 
the IFC Investors (the 
“Policy Agreement”). The 
material terms of the 
 Policy Agreement are described below. 

 Board Rights 
 For so long as the IFC Investors in aggregate beneficially own shares representing at least 
 5 
 % of the Company’s common stock, 
 the IFC Investors will have the right to nominate one director to the Company’s board of directors. For so long as the IFC Investors in 
 aggregate beneficially 
own shares representing 
at least 
 2.5 
 % of the 
Company’s 
common stock, the 
IFC Investors will 
have the right 
 to appoint 
an observer 
to the 
Company’s 
board of 
directors at 
any time 
when they 
have not 
designated, or 
do not 
have the 
right to 
 designate, a director. 
 Put Option 
 Each IFC Investor will have 
the right, upon the occurrence of specified 
triggering events, to require the Company 
to repurchase 
 all of the shares 
of its common stock purchased by 
the IFC Investors pursuant to 
the Subscription Agreement (or upon exercise 
of their 
 preemptive rights 
discussed below). 
Events triggering 
this put 
right relate 
to (1) 
the Company 
being the 
subject of 
a governmental 
 complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt, 
fraudulent, 
 coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its 
 business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire 
 all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder 
 rights plan triggered by a beneficial ownership 
threshold of less than 
 twenty
 
percent. The put price per share will be 
the higher of the 
 price per 
share paid 
by the 
IFC Investors 
pursuant to 
the Subscription 
Agreement (or 
paid when 
exercising their 
preemptive rights) 
 and the 
volume weighted 
average price 
per share 
prevailing for 
the 
 60 
 
trading days 
preceding the 
triggering event, 
except that 
with 
 respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered 
by the offeror. 
 The Company believes that the 
put option has no 
value and, accordingly, has not recognized the put 
option in its consolidated 
financial 
 statements. 
 Registration Rights 
 The Company has agreed 
to grant certain registration 
rights to the IFC Investors 
for the resale of their 
shares of the Company’s 
 common stock, including filing a resale shelf registration statement and 
taking certain actions to facilitate resales thereunder. 
 Preemptive Rights 
 For so long as the IFC Investors hold in 
aggregate 
 5 
 % of the outstanding shares of common stock of 
the Company, each Investor 
 will have the right to purchase its pro-rata share of new issuances of securities by the Company, 
subject to certain exceptions.
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-49 
 14. 
COMMON STOCK (continued) 
 Common stock repurchases 
 Executed under share repurchase authorizations 
 On 
February 5, 2020, 
the 
Company’s 
Board 
of Directors 
approved 
the replenishment 
of its 
share 
repurchase 
authorization 
to 
 repurchase 
up 
to 
an 
aggregate 
of 
$
 100 
 
million 
of 
common 
stock. 
The 
authorization 
has 
no 
expiration 
date. 
The 
share 
repurchase 
 authorization will be 
used at 
management’s discretion, subject to 
limitations imposed by 
SEC Rule 
10b-18 and other 
legal requirements 
 and subject to price and other internal limitations established by 
the Board. Repurchases will be funded from the Company’s available 
 cash. 
Share repurchases 
may be 
made 
through open 
market purchases, 
privately 
negotiated 
transactions, 
or both. 
There can 
be no 
 assurance 
that 
the 
Company 
will 
purchase 
any 
shares 
or 
any 
particular 
number 
of 
shares. 
The 
authorization 
may 
be 
suspended, 
 terminated or 
modified at 
any time 
for any 
reason, including 
market conditions, 
the cost 
of repurchasing 
shares, liquidity 
and other 
 factors that management deems appropriate. 
The Company did 
 no 
 t repurchase any of its shares during 
the years ended June 30, 2023 
 under 
the 
authorization, 
however, 
it did 
repurchase 
 352,994 
 
shares 
of 
its 
common 
stock 
from 
its 
employees, 
refer 
to Note 
17 
for 
 additional information 
regarding these 
repurchases. The 
Company did 
 no 
 t repurchase 
any of 
its shares 
during the 
years ended 
June 
 30,, 
2022 and 2021, respectively, 
either under or outside of the authorization.

 
 15. 
ACCUMULATED OTHER 
COMPREHENSIVE (LOSS) INCOME 
 The table below 
presents the change 
in accumulated other 
comprehensive (loss) income 
per component during 
the years ended 
 June 30, 2023, 2022 and 2021:

 
 Accumulated 
 foreign 
 currency 
 translation 
 reserve 
 Total 
 Balance as of July 1, 2020 
 $ 
 ( 169,075 )
 $ 
 ( 169,075 )
 Release of foreign currency translation reserve: the disposal of Bank Frick 
(Note 9) 

 ( 2,462 )
 ( 2,462 )
 Release of foreign currency translation reserve: liquidation of subsidiaries 
 605 
 605 
 Movement in foreign currency translation reserve related to equity-accounted 
 investment 
 ( 1,967 )
 ( 1,967 )
 Movement in foreign currency translation reserve 

 27,178 
 27,178 
 Balance as of July 1, 2021 
 ( 145,721 )
 ( 145,721 )
 Release of foreign currency translation reserve: disposal of Finbond 
equity securities 
 (Note 9) 

 587 
 587 
 Release of foreign currency translation reserve: liquidation of subsidiaries 
 468 
 468 
 Movement in foreign currency translation reserve related to equity-accounted 
 investment 
 1,239 
 1,239 
 Movement in foreign currency translation reserve 

 ( 25,413 )
 ( 25,413 )
 Balance as of July 1, 2022 
 ( 168,840 )
 ( 168,840 )
 Release of foreign currency translation reserve: disposal of Finbond 
equity securities 
 (Note 9) 

 362 
 362 
 Movement in foreign currency translation reserve related to equity 
-accounted 
 investment 
 3,935 
 3,935 
 Movement in foreign currency translation reserve 

 ( 31,183 )
 ( 31,183 )
 Balance as of June 30, 2023 
 $ 
 ( 195,726 )
 $ 
 ( 195,726 )

 

 
 During 
the 
year 
ended 
June 
30, 
2023, 
the 
Company 
reclassified 
$
 0.4 
 
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 9). During the 
 year ended 
June 30, 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 
(refer to Note 9). During 
the year ended June 30, 
 2021, the 
Company reclassified 
the following 
amounts from 
accumulated other 
comprehensive loss 
(accumulated foreign 
currency 
 translation reserve) to 
net loss: $
 2.5 
 
million related to 
the disposal of Bank 
Frick (refer to Note 
9) and (ii) $
 0.6 
 
million related to the 
 liquidation of subsidiaries.

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-50 
 16. 
REVENUE 
 The Company 
is a 
provider of 
digitized cash 
management solutions 
and merchant 
acquiring services, 
including an 
integrated 
 platform for 
the distribution 
of value-added 
services; transaction 
processing services; 
financial inclusion 
products and 
services, and 
 secure payment technology. The 
Company operates a 
payment processor in South 
Africa. The Company 
offers debit, credit 
and prepaid 
 processing and issuing services for all major payment networks. In South Africa, the Company provides innovative low-cost financial 
 inclusion products, including banking, lending and insurance. 
 Disaggregation of revenue 
 Certain revenue from the Company’s 
legacy processing activities which were ceased during the year 
ended June 30, 2021, have 
 not been allocated to the Company’s current reportable operating segments 
and are presented as “Unallocated” in 
the table for the year 
 ended June 30, 2021. 
 The 
following 
table 
represents 
our 
revenue 
disaggregated 
by 
major 
revenue 
streams, 
including 
reconciliation 
to 
operating 
 segments for the year ended June 30, 2023:

 
 Merchant 
 Consumer 
 Unallocated 
 Total 
 Processing fees 
 $ 
 111,281 
 $ 
 26,159 
 $ 
 1,469 
 $ 
 138,909 
 South Africa 
 105,957 
 26,159 
 1,469 
 133,585 
 Rest of world 
 5,324 
 - 
 - 
 5,324 
 Technology 
products 
 19,017 
 1,253 
 - 
 20,270 
 South Africa 
 18,780 
 1,253 
 - 
 20,033 
 Rest of world 
 237 
 - 
 - 
 237 
 Telecom products 
and services 

 322,756 
 45 
 - 
 322,801 
 South Africa 
 306,093 
 45 
 - 
 306,138 
 Rest of world 
 16,663 
 - 
 - 
 16,663 
 Lending revenue 
 - 
 19,504 
 - 
 19,504 
 Interest from customers 
 5,778 
 - 
 - 
 5,778 
 Insurance revenue 
 - 
 9,677 
 - 
 9,677 
 Account holder fees 
 - 
 5,610 
 - 
 5,610 
 Other 
 4,869 
 553 
 - 
 5,422 
 South Africa 
 4,680 
 553 
 - 
 5,233 
 Rest of world 
 189 
 - 
 - 
 189 
 Total revenue, derived 
from the following geographic 
 locations 
 463,701 
 62,801 
 1,469 
 527,971 
 South Africa 
 441,288 
 62,801 
 1,469 
 505,558 
 Rest of world 
 $ 
 22,413 
 $ 
 - 
 $ 
 - 
 $ 
 22,413 

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-51 
 16. 
REVENUE (continued) 
 The 
following 
table 
represents 
our 
revenue 
disaggregated 
by 
major 
revenue 
streams, 
including 
reconciliation 
to 
operating 
 segments for the year ended June 30, 2022:

 
 Merchant 
 Consumer 
 Total 
 Processing fees 
 $ 
 55,752 
 $ 
 28,982 
 $ 
 84,734 
 South Africa 
 48,305 
 28,982 
 77,287 
 Rest of world 
 7,447 
 - 
 7,447 
 Technology 
products 
 25,891 
 277 
 26,168 
 South Africa 
 25,826 
 277 
 26,103 
 Rest of world 
 65 
 - 
 65 
 Telecom products 
and services 

 69,603 
 - 
 69,603 
 Lending revenue 
 - 
 21,573 
 21,573 
 Interest from customers 
 1,121 
 - 
 1,121 
 Insurance revenue 
 - 
 8,530 
 8,530 
 Account holder fees 
 - 
 5,838 
 5,838 
 Other 
 4,310 
 732 
 5,042 
 South Africa 
 4,259 
 732 
 4,991 
 Rest of world 
 51 
 - 
 51 
 Total revenue, derived 
from the following geographic locations 
 156,677 
 65,932 
 222,609 
 South Africa 
 149,114 
 65,932 
 215,162 
 Rest of world 
 $ 
 7,563 
 $ 
 - 
 $ 
 7,447 

 

 
 The 
following 
table 
represents 
our 
revenue 
disaggregated 
by 
major 
revenue 
streams, 
including 
reconciliation 
to 
operating 
 segments for the year ended June 30, 2021:

 
 Merchant 
 Consumer 
 Unallocated 
 Total 
 Processing fees 
 $ 
 29,585 
 $ 
 32,042 
 $ 
 1,693 
 $ 
 63,320 
 South Africa 
 27,960 
 32,042 
 - 
 60,002 
 Rest of world 
 1,625 
 - 
 1,693 
 3,318 
 Technology 
products 
 18,683 
 331 
 - 
 19,014 
 Telecom products 
and services 

 13,422 
 - 
 - 
 13,422 
 Lending revenue 
 - 
 20,672 
 - 
 20,672 
 Insurance revenue 
 - 
 6,605 
 - 
 6,605 
 Account holder fees 
 - 
 5,342 
 - 
 5,342 
 Other 
 1,254 
 1,157 
 - 
 2,411 
 Total revenue, derived 
from the following geographic 
 locations 
 62,944 
 66,149 
 1,693 
 130,786 
 South Africa 
 61,319 
 66,149 
 - 
 127,468 
 Rest of world 
 $ 
 1,625 
 $ 
 - 
 $ 
 1,693 
 $ 
 3,318 

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-52 
 17. 
STOCK-BASED COMPENSATION 
 Amended and Restated Stock Incentive Plan 
 On September 7, 2022, 
the Company’s 
Board further amended and 
restated the Company’s 
Amended and Restated 2015 
Stock 
 Incentive 
Plan (“2015 
Plan”), and 
on November 
16, 2022, 
the Company’s 
shareholders approved 
the Amended 
and Restated 
2022 
 Stock Incentive Plan (“2022 
Plan”). Amendments included: 
(1) increasing the number 
of shares available for 
issuance by 
 2,500,000 
 ; 
 (2) extending 
the term of 
the plan to 
September 7, 
2032; (3) addressed 
the treatment 
of equity awards 
upon a change 
in control; 
(4) 
 clarified that 
all equity 
awards will 
generally 
have a 
vesting period 
of at 
least one 
year; (5) 
included an 
explicit prohibition 
on the 
 payment 
of dividends 
and dividend 
equivalents on 
unvested 
full value 
awards; 
(6) 
clarified and 
updated 
repricing 
restrictions; 
(7) 
 included mandatory application of 
our clawback policy to equity awards under 
the 2022 Plan; and (8) removed deadwood 
provisions 
 related to the “performance based 
compensation” exemption under Section 162(m) of 
the Internal Revenue Code 
of 1986, as 
amended. 
 No evergreen provisions are included in the 2022 Plan. This means that the maximum number of 
shares issuable under the 2022 
 Plan is fixed 
and cannot 
be increased 
without shareholder 
approval, the plan 
expires by 
its terms upon 
a specified date, 
and no 
new 
 stock 
options 
are 
awarded 
automatically 
upon 
exercise 
of 
an 
outstanding 
stock 
option. 
Shareholder 
approval 
is 
required 
for 
the 
 repricing of awards or the implementation of any award exchange program. 

 The Plan permits Lesaka to grant to its employees, directors and consultants incentive stock options, nonqualified stock options, 
 stock appreciation rights, restricted stock, performance-based awards 
and other awards based on its 
common stock. The Remuneration 
 Committee of the Company’s Board 
of Directors (“Remuneration Committee”) administers the Plan. 
 The total number 
of shares of common 
stock issuable under the 
Plan is 
 13,552,580 
 . The maximum 
number of shares for 
which 
 stock options, stock appreciation rights 
(other than performance-based awards 
that are not options) may be granted 
during a calendar 
 year 
to any 
participant 
is 
 600,000 
 
shares. Shares 
covered 
by awards 
that expire, 
terminate or 
lapse without 
payment 
will again 
be 
 available for the grant of awards under the 2022 Plan, as well as shares that are delivered to us by the holder to pay withholding taxes 
 or as payment for 
the exercise price of 
an award, if permitted 
by the Remuneration Committee. 
The shares deliverable 
in connection 
 with awards 
granted under 
the 2022 
Plan may 
consist, in 
whole or 
in part, 
of authorized 
but unissued 
shares or 
treasury shares. 
To 
 account 
for 
stock 
splits, 
stock 
dividends, 
reorganizations, 
recapitalizations, 
mergers, 
consolidations, 
spin-offs 
and 
other 
corporate 
 events, the 2022 Plan 
requires the Remuneration Committee to 
equitably adjust the number 
and kind of shares 
of common stock issued 
 or reserved pursuant to the plan or outstanding awards, the maximum number of shares 
issuable pursuant to awards, the exercise price 
 for awards, 
and other 
affected terms 
of awards 
to reflect 
such event. 
No awards 
may be 
granted under 
the Plan 
after September 
7, 
 2032, but awards granted on or before such date may extend to later dates. 

 Options 
 General Terms of 
Awards 
 Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant, 
 with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and expire 
 10 
 
years after the date 
 of grant. The options generally become exercisable in accordance with a 
vesting schedule ratably over a period of 
 three years 
 
from the 
 date of grant. The Company issues new shares to satisfy stock option award exercises but may 
also use treasury shares. 
 Valuation 
Assumptions
 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 
table 
below. 
The 
estimated 
expected 
volatility 
is 
generally 
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. 
 No 
 
stock options were granted during the year ended June 30, 2023. The table below presents the range of 
 assumptions used to value options granted during the years ended June 30, 2022 
and 2021:

 
 2022 
 2021 
 Expected volatility 

 50 
 % 
 62 
 % 
 Expected dividends 

 0 
 % 
 0 
 % 
 Expected life (in years) 

 3.0 
 2.8 
 Risk-free rate 

 1.61 
 % 
 0.19 
 %

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-53 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Amended and Restated Stock Incentive Plan (continued) 
 Restricted Stock 
 General Terms of 
Awards 
 Shares of restricted stock are 
considered to be participating non-vested equity shares 
(specifically contingently returnable shares) 
 for the 
purposes of 
calculating earnings per 
share (refer 
to Note 
19) because, as 
discussed in 
more detail 
below, the recipient is 
obligated 
 to transfer any unvested 
restricted stock back to 
the Company for no 
consideration and these shares 
of restricted stock are 
eligible to 
 receive non-forfeitable 
dividend equivalents 
at the 
same rate as 
common stock. 
Restricted stock 
generally vests 
ratably over 
a 
 three 
 year 
 
period, with 
vesting conditioned 
upon the 
recipient’s 
continuous service 
through the 
applicable vesting 
date and 
under certain 
 circumstances, the achievement of certain performance targets, 
as described below. 

 Recipients 
are 
entitled 
to 
all 
rights 
of 
a 
shareholder 
of 
the 
Company 
except 
as 
otherwise 
provided 
in 
the 
restricted 
stock 
 agreements. These 
rights include the 
right to vote 
and receive dividends 
and/or other 
distributions, 
however, any 
or all dividends 
or 
 other 
distributions 
paid 
related 
to 
restricted 
stock 
during 
the period 
of 
such 
restrictions 
shall 
be 
accumulated 
(without 
interest) 
or 
 reinvested in additional shares of common stock, which in either case shall be subject to the same restrictions as the underlying award 
 or such other restrictions as the Remuneration 
Committee may determine. 
The restricted stock agreements generally 
prohibit transfer 
 of any 
nonvested and 
forfeitable restricted 
stock. If a 
recipient ceases 
to be 
a member 
of the 
Board of 
Directors or 
an employee 
for 
 any reason, 
all shares 
of restricted 
stock that 
are not 
then vested 
and nonforfeitable 
will be immediately 
forfeited and 
transferred to 
 the 
Company 
for 
no 
consideration. 
Forfeited 
shares 
of 
restricted 
stock 
are 
available 
for 
future 
issuances 
by 
the 
Remuneration 
 Committee.
 The Company issues new shares to satisfy restricted stock awards. 
 Valuation 
Assumptions 
 The fair value 
of restricted stock 
is generally based 
on the closing 
price of the 
Company’s stock 
quoted on The 
Nasdaq Global 
 Select Market on the date of grant.
 Forfeiture of 150,000 shares 
of restricted stock with Market Conditions awarded 
in August 2017
 In August 2017, the Remuneration Committee approved an award 
of 
 210,000 
 
shares of restricted stock to executive 
officers. The 
 shares of restricted 
stock awarded to 
executive officers 
in August 2017 
were subject to 
a time-based vesting 
condition and a 
market 
 condition and would vest 
in full only on 
the date, if any, 
that the following conditions 
were satisfied: (1) the 
price of the Company’s 
 common stock must equal or exceed certain agreed VWAP 
levels (as described below) during a measurement period commencing on 
 the date that 
it filed its Annual 
Report on Form 
10-K for the 
fiscal year ended 
June 30, 2020 
and ending on 
December 31, 2020 
and 
 (2) the recipient 
is employed by the 
Company on a 
full-time basis when 
the condition in 
(1) is met. 
If either of 
these conditions was 
 not satisfied, then 
none of the 
shares of restricted 
stock would vest 
and they would 
be forfeited. The 
$
 23.00 
 
price target represented 
 an approximate 
 35 
 % increase, compounded annually, 
in the price of the Company’s common stock on 
Nasdaq over the $
 9.38 
 
closing 
 price on August 23, 2017. The VWAP 
levels and vesting percentages related to such levels were as follows: 
 ●
 Below $
 15.00 
 
(threshold)—
 0 
 % 
 ●
 At or above $
 15.00 
 
and below $
 19.00 
 —
 33 
 % 
 ●
 At or above $
 19.00 
 
and below $
 23.00 
 —
 66 
 % 
 ●
 At or above $
 23.00 
 —
 100 
 % 

 The 
 210,000 
 
shares of restricted stock were effectively forward starting knock-in barrier options with multi-strike prices of 
 zero 
 . 
 The fair 
value of 
these shares 
of restricted 
stock was calculated 
utilizing a 
Monte Carlo 
simulation model 
which was 
developed for 
 the purpose 
of the 
valuation of 
these shares. 
For each 
simulated share 
price path, 
the market 
share price 
condition was 
evaluated to 
 determine whether 
or not 
the shares would 
vest under 
that simulation. 
A standard 
Geometric Brownian 
motion process 
was used 
in 
 the forecasting 
of the share 
price instead of 
a “jump diffusion” 
model, as the 
share price volatility 
was more stable 
compared to 
the 
 highly volatile regime 
of previous 
years. Therefore, the 
simulated share price 
paths capture the 
idiosyncrasies of the 
observed Company 
 share price movements. 

 In scenarios where 
the shares do not 
vest, the final vested 
value at maturity is 
zero. In scenarios where 
vesting occurs, the 
final 
 vested value on maturity is 
the share price on vesting date. The 
value of the grant is the 
average of the discounted vested 
values. The 
 Company used an expected volatility of 
 44.0 
 %, an expected life of 
approximately 
 three years 
 , a risk-free rate ranging between 
 1.275 
 % 
 to 
 1.657 
 % and 
 no 
 
future dividends 
in its 
calculation of 
the fair 
value of 
the restricted 
stock. The 
estimated expected 
volatility was 
 calculated based on the Company’s 
 30 day 
 
VWAP 
share price using the exponentially weighted moving average of returns. 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-54 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Amended and Restated Stock Incentive Plan (continued) 
 Restricted Stock (continued) 
 Forfeiture of 150,000 shares 
of restricted stock with Market Conditions awarded 
in August 2017(continued) 
 On August 5, 2020, 
the Company and its 
then chief executive officer and 
member of its board 
of directors, Mr. Herman G. Kotzé, 
 entered into 
a Separation 
and Release of 
Claims Agreement 
(the “Separation 
Agreement”). The 
parties agreed 
that Mr. 
Kotzé’s 
last 
 day 
of 
employment 
with 
the Company 
would 
be 
September 
30, 
2020, 
unless 
terminated 
earlier 
by 
the 
Company 
for 
cause. 
Upon 
 separation 
from 
the 
Company, 
Mr. 
Kotzé 
forfeited 
 150,000 
 
shares 
of 
restricted 
stock 
that 
were 
subject 
to 
the 
market 
conditions 
 described above 
because he was 
no longer 
an employee of 
the Company as 
of the vesting 
date. The 
VWAP 
market conditions were 
 not achieved and all outstanding shares of restricted stock were forfeited on December 
31, 2020. 
 Market Conditions - Restricted Stock Granted in September 2018 – 
all forfeited
 In September 2018, the Remuneration Committee approved an award of 
 148,000 
 
shares of restricted stock to executive officers. 
 The 
 148,000 
 
shares of restricted stock awarded to executive 
officers in September 2018 are subject 
to a time-based vesting condition 
 and a market 
condition and vest 
in full only 
on the 
date, if 
any, that the following 
conditions are 
satisfied: (1) the 
price of the 
Company’s 
 common stock must equal or exceed certain agreed VWAP 
levels (as described below) during a measurement period commencing on 
 the date that 
it files its 
Annual Report on 
Form 10-K for 
the fiscal year 
ended June 30, 
2021 and ending 
on December 31, 
2021 and 
 (2) the recipient is employed by the Company on a full-time basis when the 
condition in (1) is met. If either of these conditions is not 
 satisfied, 
then 
none 
of 
the 
shares 
of 
restricted 
stock 
will 
vest 
and 
they 
will 
be 
forfeited. 
The 
$
 23.00 
 
price 
target 
represented 
an 
 approximate 
 55 
 % increase, 
compounded annually, 
in the 
price of 
the Company’s 
common stock 
on Nasdaq 
over the 
$
 6.20 
 
closing 
 price on September 7, 2018. The VWAP 
levels and vesting percentages related to such levels are as follows: 
 ●
 Below $
 15.00 
 
(threshold)—
 0 
 % 
 ●
 At or above $
 15.00 
 
and below $
 19.00 
 —
 33 
 % 
 ●
 At or above $
 19.00 
 
and below $
 23.00 
 —
 66 
 % 
 ●
 At or above $
 23.00 
 —
 100 
 % 

 The fair value of these shares of restricted stock was calculated using a Monte 
Carlo simulation of a stochastic volatility process. 
 The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of 
 larger than expected moves in the daily time series for the Company’s 
VWAP 
price, but also the observation of the strike structure of 
 volatility 
(i.e. 
skew 
and 
smile) 
for 
out-of-the 
money 
calls 
and 
out-of-the 
money 
puts 
versus 
at-the-money 
options 
for 
both 
the 
 Company’s stock and NASDAQ futures. 
 In scenarios where 
the shares do not 
vest, the final vested 
value at maturity is 
zero. In scenarios where 
vesting occurs, the 
final 
 vested value on maturity is the share price on 
vesting date. In its calculation of the fair value 
of the restricted stock, the Company used 
 an average volatility of 
 37.4 
 % for the VWAP 
price, a discounting based on USD overnight indexed swap rates for 
the grant date, and 
 no future dividends. The average volatility was extracted from the time series for VWAP prices as the standard deviation of log prices 
 for the 
 three years 
 
preceding the grant date. The mean 
reversion of volatility and the volatility of 
volatility parameters of the stochastic 
 volatility process 
were extracted 
by regressing 
log differences 
against log 
levels of 
volatility from 
the time 
series for 
at-the-money 
 options 
 30 day 
 
volatility quotes, which were available from January 2, 2018 onwards. 
 During 
the year 
ended June 
30, 2022, 
an executive 
officer forfeited 
 30,000 
 
shares of 
restricted 
stock that 
were subject 
to the 
 market conditions described above because the performance conditions were not met. During the year ended June 30, 2021, executive 
 officers forfeited 
 88,000 
 
shares of restricted 
stock that were 
subject to the 
market conditions described above 
following their separation 
 from the Company. 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-55 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Amended and Restated Stock Incentive Plan (continued) 
 Restricted Stock (continued) 
 Performance Conditions - Restricted Stock Granted in February 2020 
– all forfeited
 The 
 454,400 
 
shares 
of 
restricted 
stock 
awarded 
to 
executive 
officers 
in 
February 
2020 
were 
subject 
to 
time-based 
and 
 performance-based 
vesting 
conditions 
and 
vest 
in 
full 
only 
on 
the 
date, 
if 
any, 
that 
the 
following 
conditions 
are 
satisfied: 
(1) 
the 
 achievement of an agreed return on average net equity per year during a measurement period commencing from July 1, 2021, through 
 June 30, 2023, 
and (2) the recipient 
is employed by the 
Company on a full-time 
basis when the 
condition in (1) is 
met. Net equity 
is 
 calculated as total equity attributable to the Company’s 
shareholders plus redeemable common stock, in conformity with GAAP. 
The 
 net equity as of June 30, 2021, was set as the base year for the measurement period. The average net equity is calculated as the simple 
 average between 
the opening 
net equity 
and closing 
net equity 
during each 
fiscal year 
within the 
measurement period. 
The targeted 
 return per year within the measurement period is derived from GAAP net income 
attributable to the Company per fiscal year. 
 The performance-based awards 
vest based on the achievement 
of the following targeted 
return on average net equity 
during the 
 measurement period, of: 
 ●
 8 
 % per year: 
 50 
 % vest; 
 ●
 14 
 % per year: 
 100 
 % vest. 
 No 
 
shares of 
restricted stock 
vested at 
a return 
on average 
net equity 
of less 
than 
 8 
 %. Calculation 
of the 
award based 
on the 
 returns between 
 8 
 % and 
 14 
 % will be interpolated on a linear 
basis. The Company’s Remuneration Committee was permitted to use its 
 discretion to adjust any component of the 
calculation of the award on a fact-by-fact basis, for 
instance, as the result of an acquisition. 
 During 
the 
year 
ended 
June 
30, 
2023, 
an 
executive 
officer 
forfeited 
 80,000 
 
shares 
of 
restricted 
stock 
that 
were 
subject 
to 
the 
 performance 
conditions 
because 
the 
performance 
conditions 
were 
not 
achieved. 
During 
the 
year 
ended 
June 
30, 
2021, 
executive 
 officers forfeited 
 374,400 
 
shares of 
restricted stock that 
were subject 
to the 
performance conditions described 
following their separation 
 from the Company. 
 Market Conditions - Restricted Stock Granted in May 2021 and 
July 2021
 In May 
2021 and 
July 2021, 
respectively, 
the Remuneration 
Committee 
approved 
an award 
of 
 158,734 
 
and 
 58,652 
 
shares of 
 restricted stock to executive officers. These shares of restricted stock awarded to executive officers are subject to a 
time-based vesting 
 condition and a market condition and vest in full 
only on the date, if any, that the following conditions are satisfied: (1) a 
compounded 
 annual 
 20 
 % appreciation in the Company’s 
stock price over the measurement period commencing on June 
30, 2021 through June 30, 
 2024, 
and 
(2) 
the 
recipient 
is 
employed 
by 
the 
Company 
on 
a 
full-time 
basis 
when 
the 
condition 
in 
(1) 
is 
met. 
If 
either 
of 
these 
 conditions is not satisfied, then none of the shares 
of restricted stock will vest and they will 
be forfeited. The Company’s closing stock 
 price on Nasdaq on June 30, 2021, was $
 4.71 
 . 

 The appreciation levels (times and price) and vesting percentages as of each 
period ended related to such levels are as follows: 
 ●
 Prior to the first anniversary of the grant date: 
 0 
 % 
 ●
 Fiscal 2022, stock price as of June 30, 2022 is 
 1.2 
 
times higher (i.e. $
 5.65 
 
or higher) than $
 4.71 
 : 
 33 
 %; 
 ●
 Fiscal 2023, stock price as of June 30, 2023 is 
 1.44 
 
times higher (i.e. $
 6.78 
 
or higher) than $
 4.71 
 : 
 67 
 %; 
 ●
 Fiscal 2024, stock price as of June 30, 2024 is 
 1.728 
 
times higher (i.e. $
 8.14 
 ) than $
 4.71 
 :
 100 
 %. 
 The fair value of these shares of restricted stock was calculated using a Monte 
Carlo simulation of a stochastic volatility process. 
 The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of 
 larger than expected moves in the daily time series for 
the Company’s closing price, but 
also the observation of the strike structure of 
 volatility 
(i.e. 
skew 
and 
smile) 
for 
out-of-the 
money 
calls 
and 
out-of-the 
money 
puts 
versus 
at-the-money 
options 
for 
both 
the 
 Company’s stock and NASDAQ futures. 
 In scenarios where the 
shares do not vest, the 
final vested value at maturity 
is zero. In scenarios where 
vesting occurs, the final 
 vested value on maturity is the share price on 
vesting date. In its calculation of the fair value 
of the restricted stock, the Company used 
 an average 
volatility of 
 61.6 
 % for the 
closing price 
(for each 
of the 
May 2021 
and July 2021 
awards), a 
discounting based 
on USD 
 overnight indexed swap rates for the grant date, and no future dividends. The average volatility was extracted from the time series for 
 closing prices as the standard deviation of log prices for the three years preceding the grant date. The mean reversion of volatility and 
 the volatility of volatility parameters of the stochastic volatility process were extracted by 
regressing log differences against log levels 
 of volatility from the time series for at-the-money options 
 30 day 
 
volatility quotes, which were available for the three years preceding 
 May 5, 2021 (for the May 2021 awards) and July 1, 2021 (for the July 2021 award). 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-56 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Amended and Restated Stock Incentive Plan (continued) 
 Restricted Stock (continued) 
 Performance Conditions - Restricted Stock Granted in July 2021
 In July 2021, the Remuneration Committee approved an 
award of 
 58,652 
 
shares of restricted stock to an 
executive officer. These 
 shares of restricted 
stock are subject to 
a time-based vesting 
condition and a performance 
condition and vest 
in full only on 
the date, 
 if any, 
that the following 
conditions are satisfied: 
(1) achieving the 
Company’s 
 three year 
 
financial services 
plan during the 
specific 
 measurement 
period from 
June 30, 
2021, to 
June 30, 
2024, and 
(2) the 
recipient is 
employed by 
the Company 
on a 
full-time basis 
 when the condition in (1) is met. If either of these conditions are not satisfied, then none of the shares of restricted stock will vest and 
 they will be forfeited. The fair value of these shares of restricted stock was calculated 
based on the market price on date of award. 
 Market Conditions - Restricted Stock Granted in December 2022
 In December 2022, the Remuneration 
Committee approved an award of 
 257,868 
 
shares of restricted stock to executive 
officers. 
 The 
 257,868 
 
shares 
of 
restricted 
stock 
awarded 
to 
executive 
officers 
are 
subject 
to 
a 
time-based 
vesting 
condition 
and 
a 
market 
 condition and vest 
in full only 
on the date, 
if any, that the 
following conditions are 
satisfied: (1) a 
compounded annual 
 10 
 % appreciation 
 in 
the 
Company’s 
stock 
price 
off 
a 
base 
price 
of 
$
 4.94 
 
over 
the 
measurement 
period 
commencing 
on 
December 
1, 
2022 
through 
 December 1, 2025, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is 
met. If either of 
 these conditions is not satisfied, then none of the shares of 
restricted stock will vest and they will be 
forfeited. The Company’s closing 
 price on December 1, 2022, was $
 4.08 
 . 
 The appreciation levels (times and price) and vesting percentages as of each 
period ended are as follows: 
 ●
 Prior to the first anniversary of the grant date: 
 0 
 %; 
 ●
 Fiscal 2024, stock price as of December 1, 2023 is 
 1.1 
 
times higher (i.e. $
 5.43 
 
or higher) than $
 4.94 
 : 
 33 
 %; 
 ●
 Fiscal 2025, stock price as of December 1, 2024 is 
 1.21 
 
times higher (i.e. $
 5.97 
 
or higher) than $
 4.94 
 : 
 67 
 %; 
 ●
 Fiscal 2026, stock price as of December 1, 2025 is 
 1.331 
 
times higher (i.e. $
 6.57 
 ) than $4.94: 
 100 
 %. 
 The fair value of these shares of restricted stock was calculated using a Monte Carlo 
simulation. 

 In scenarios where 
the shares do not 
vest, the final vested 
value at maturity is 
zero. In scenarios where 
vesting occurs, the 
final 
 vested value on maturity is the share price on 
vesting date. In its calculation of the fair value 
of the restricted stock, the Company used 
 an equally 
weighted volatility 
of 
 50.1 
 % for 
the closing 
price (of 
$
 4.08 
 ), a discounting 
based on 
U.S. dollar 
overnight indexed 
swap 
 rates for the grant date, and no 
future dividends. The equally weighted 
volatility was extracted from the 
time series for closing prices 
 as the standard deviation of log prices for the three years preceding the grant date. 
 Restricted Stock Units 
 The Remuneration Committee 
may approve the 
grant of other 
stock-based awards. In 
April 2022, the 
Company granted 
 1,250,486 
 shares 
of 
restricted 
stock 
to 
employees 
of 
Connect 
pursuant 
to 
the 
terms 
of 
the 
acquisition. 
The 
award 
included 
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 and therefore no more than 
 625,243 
 
(or 
 1,250,486 
 
divided by 
two) would 
be issued 
upon vesting. 
During the 
year ended 
June 30, 
2023, 
 412,487 
 
shares of 
restricted stock 
 vested, 
and 
 206,239 
 
restricted 
stock units 
vested, 
the maximum 
amount possible, 
and 
were converted 
to shares 
of common 
stock. 
 Employees elected 
for 
 72,081 
 
shares to 
be withheld 
from 
 164,687 
 
restricted stock 
units which 
vested, and 
which were 
converted to 
 shares, in order 
to satisfy the withholding 
tax liability on 
the vesting of 
these shares. These 
 72,081 
 
shares have been 
included in our 
 treasury shares. 
 Stock Appreciation Rights 

 The Remuneration Committee may also grant stock appreciation rights, either 
singly or in tandem with underlying stock 
options. 
 Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock 
 (as determined by the Remuneration Committee) 
equal in value to the 
excess of the fair 
market value of the shares 
covered by the right 
 over the grant price. 
 No 
 
stock appreciation rights have been granted. 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-57 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Stock option and restricted stock activity 

 Options 
 The following table summarizes stock option activity for 
the years ended June 30, 2023, 2022 and 2021:

 
 Number of 
 shares 
 Weighted 
 average 
 exercise 
 price 
 ($) 
 Weighted 
 average 
 remaining 
 contractual 
 term 
 (in years) 
 Aggregate 
 intrinsic 
 value 
 ($'000) 
 Weighted 
 average 
 grant date 
 fair value 
 ($) 
 Outstanding - July 1, 2020 
 1,331,651 
 5.83 
 7.56 
 - 
 2.01 
 Granted – August 2020 
 150,000 
 3.50 
 3.00 
 166 
 1.11 
 Granted – November 2020 
 560,000 
 3.01 
 10.00 
 691 
 1.23 
 Exercised 
 ( 17,335 )
 3.07 
 - 
 35 
 - 
 Forfeited 
 ( 729,484 )
 6.65 
 - 
 2.24 
 Outstanding - June 30, 2021 
 1,294,832 
 3.93 
 7.68 
 1,624 
 1.45 
 Granted – February 2022 
 137,620 
 4.87 
 10.00 
 235 
 1.71 
 Exercised 
 ( 249,521 )
 3.05 
 - 
 470 
 - 
 Forfeited 
 ( 256,706 )
 4.53 
 - 
 1.69 
 Outstanding - June 30, 2022 
 926,225 
 4.14 
 6.60 
 1,249 
 1.60 
 Exercised 
 ( 158,659 )
 3.04 
 - 
 200 
 - 
 Forfeited 
 ( 94,292 )
 3.99 
 - 
 1.81 
 Outstanding - June 30, 2023 
 673,274 
 4.37 
 5.14 
 239 
 1.67 

 

 
 These options have an exercise price range of $
 3.01 
 
to $
 11.23 
 . 
 No 
 
stock options were awarded during the year ended June 30, 2023. The Company awarded 
 137,620 
 
and 
 560,000 
 
stock options 
 to employees during the 
years ended June 30, 2022 
and 2021, respectively. 
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 were subject to the non-employee director’s continuous service through the applicable vesting date, and 
 half of 
the options 
vested on 
each of 
the first 
and second 
anniversaries of 
the grant 
date. The 
stock options 
expired unexercised 
on 
 August 5, 2023. 
 During 
the 
years 
ended 
June 
30, 
2023, 
2022 
and 
2021, 
 327,965 
 , 
 376,348 
 
and 
 331,833 
 
stock 
options 
became 
exercisable, 
 respectively. During the year ended June 30, 2023, an employee delivered 
 23,934 
 
shares of the Company’s common stock to exercise 
 37,500 
 
stock options with an aggregate 
strike price of $
 0.1 
 
million. These 
 23,934 
 
shares of common stock 
have been included in 
the 
 Company’s treasury stock. 
The employee also elected to deliver 
 6,105 
 
shares of the Company’s common stock to settle income 
taxes 
 arising upon exercise of the stock options, and 
these shares have also been included in 
the Company’s treasury stock. During the years 
 ended 
June 30, 
2023, 2022 
and 2021, 
the Company 
received approximately 
$
 0.5 
 
million, $
 0.8 
 
million and 
$
 0.05 
 
million from 
the 
 exercise of 
 158,659 
 , 
 249,521 
 
and 
 17,335 
 
stock options, respectively. 

 During 
the 
years 
ended 
June 
30, 
2023, 
2022 
and 
2021, 
employees 
forfeited 
 94,292 
 , 
 256,706 
 , 
and 
 729,484 
 
stock 
options, 
 respectively. 
The number 
of forfeitures 
during the 
year ended 
June 30, 
2021, increased 
significantly compared 
to prior 
periods as 
a 
 result of the closure of our IPG operations during the latter half of calendar 2020 and the unrelated (to 
the IPG closure) resignation of 
 various employees 
in the 
first half 
of calendar 
2021. The 
stock options 
forfeited had 
strike prices 
ranging from 
$
 3.01 
 
to $
 11.23 
 . In 
 addition, 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 during the year 
ended June 30, 2021. 
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-58 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Stock option and restricted stock activity 
(continued)
 Options (continued) 
 The following table presents stock options vested and expected to vest as of 
June 30, 2023:

 
 Number of 
 shares 
 Weighted 
 average 
 exercise 
 price 
 ($) 
 Weighted 
 average 
 remaining 
 contractual 
 term 
 (in years) 
 Aggregate 
 intrinsic 
 value 
 ($’000) 
 Vested 
and expecting to vest - June 30, 2023 
 673,274 
 4.37 
 5.14 
 239 

 

 
 These options have an exercise price range of $
 3.01 
 
to $
 11.23 
 . 
 The following table presents stock options that are exercisable as of June 
30, 2023:

 
 Number of 
 shares 
 Weighted 
 average 
 exercise 
 price 
 ($) 
 Weighted 
 average 
 remaining 
 contractual 
 term 
 (in years) 
 Aggregate 
 intrinsic 
 value 
 ($’000) 
 Exercisable - June 30, 2023 
 502,813 
 4.57 
 4.25 
 160 

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-59 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Stock option and restricted stock activity 
(continued) 
 Restricted stock 
 The following table summarizes restricted stock activity for the years 
ended June 30, 2023, 2022 and 2021:

 
 Number of shares of 
 restricted stock 
 Weighted average grant 
 date fair value 
 ($’000) 
 Non-vested – July 1, 2020 
 1,115,500 
 5,354 
 Granted – May 2021 
 254,560 
 1,035 
 Total vested 
 ( 311,300 )
 1,037 
 Vested 
– August 2020 
 ( 244,500 )
 812 
 Vested 
– September 2020 - accelerated vesting 

 ( 66,800 )
 225 
 Total forfeitures 
 ( 674,200 )
 2,690 
 Forfeitures - employee terminations 
 ( 644,200 )
 2,542 
 Forfeitures – September 2018 awards with market conditions 

 ( 30,000 )
 148 
 Non-vested – June 30, 2021 
 384,560 
 1,123 
 Total granted 
 2,168,110 
 11,097 
 Granted – July 2021 
 234,608 
 963 
 Granted – August 2021 
 44,986 
 192 
 Granted – November and December 2021 
 326,158 
 1,766 
 Granted – December 2021 
 50,300 
 269 
 Granted – February 2022 
 29,920 
 146 
 Granted – March 2022 
 207,859 
 1,097 
 Granted – April 2022 
 1,250,486 
 6,540 
 Granted – May 2022 
 23,793 
 124 
 Total granted and vested - November and December 2021 
 - 
 - 
 Granted - November and December 2021 
 71,647 
 393 
 Vested 
- November and December 2021 
 ( 71,647 )
 393 
 Total vested 
 ( 61,861 )
 306 
 Total forfeitures 
 ( 105,542 )
 542 
 Forfeitures - employee terminations 
 ( 75,542 )
 382 
 Forfeitures – September 2018 awards with market conditions 

 ( 30,000 )
 160 
 Non-vested – June 30, 2022 
 2,385,267 
 11,879 
 Total granted 
 1,085,981 
 4,411 
 Granted – July 2022 
 32,582 
 172 
 Granted – August 2022 
 179,498 
 995 
 Granted - November 2022 
 150,000 
 605 
 Granted - December 2022 
 430,399 
 1,862 
 Granted - January 2023 
 11,806 
 57 
 Granted - June 2023 
 23,828 
 124 
 Granted - December 2022 - performance awards 
 257,868 
 596 
 Total vested 
 ( 742,464 )
 3,171 
 Vested 
– July 2022 
 ( 78,801 )
 410 
 Vested 
– November 2022 
 ( 59,833 )
 250 
 Vested 
– December 2022 
 ( 7,060 )
 29 
 Vested 
– February 2023 
 ( 19,179 )
 83 
 Vested 
– March 2023 
 ( 69,286 )
 326 
 Vested 
– April 2023 
 ( 418,502 )
 1,721 
 Vested 
– May 2023 
 ( 61,861 )
 217 
 Vested 
– June 2023 
 ( 27,942 )
 135 
 Granted - December 2022 
 300,000 
 1,365 
 Vested 
- December 2022 
 ( 300,000 )
 1,365 
 Total forfeitures 
 ( 114,365 )
 554 
 Forfeitures - employee terminations 
 ( 34,365 )
 138 
 Forfeitures – February 2020 award with market condition 
 ( 80,000 )
 416 
 Non-vested – June 30, 2023 
 2,614,419 
 11,869 

 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-60 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Stock option and restricted stock activity (continued) 
 Restricted stock 
 Awards granted 
 In July 2022, 
December 2022, January 
2023 and June 
2023, the Company 
awarded 
 32,582 
 , 
 430,399 
 , 
 11,806 
 
and 
 23,828 
 
shares 
 of restricted stock, respectively, to employees 
and an executive officer which have time-based vesting conditions. In December 
2022, 
 the Company awarded 
 257,868 
 
shares of restricted 
stock to executive officers 
which contained time 
and performance-based (market 
 conditions related to 
share price performance) vesting 
conditions. The Company 
also agreed to match, 
on a 
 one 
 -for-one basis, (1) 
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, and (2) another employee’s purchase of up to 
 150,000 
 shares 
of 
the 
Company’s 
common 
stock, 
and 
in 
November 
2022, 
the 
Company 
granted 
 150,000 
 
shares 
of 
restricted 
stock 
to 
the 
 employee. 
These 
shares 
of 
restricted 
stock 
contain 
time-based 
vesting 
conditions. 
The 
Company 
awarded 
 300,000 
 
shares 
to 
an 
 executive officer on December 31, 2022, which vested on the date 
of the award. 
 On June 30, 2021, the Company 
entered into employment agreements with 
Mr. Chris G.B. 
Meyer, under which 
Mr. Meyer was 
 appointed Group Chief Executive Officer of the Company effective July 
1, 2021. Mr. Meyer was awarded 
 117,304 
 
shares of restricted 
 stock on July 
1, 2021, which were 
subject to time-based 
vesting and vest 
in full on June 
30, 2024, subject 
to Mr. 
Meyer’s continued 
 service to the 
Company through June 
30, 2024. In 
addition, under the 
terms of Mr. Meyer’s engagement, the 
Company’s Remuneration 
 Committee also awarded Mr. Meyer 
 117,304 
 
shares of restricted stock which include performance conditions and which only vest on 
 June 30, 
2024 if 
the performance 
conditions are 
met and 
Mr. 
Meyer remains 
employed with 
the Company 
through June 
30, 2024. 
 Vesting 
of 
half 
of 
these 
awards, 
or 
 58,652 
 
shares 
of 
restricted 
stock, 
is 
subject 
to 
the Company 
achieving 
its 
 three-year 
 
financial 
 services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price 
 growth 
targets, 
and only 
vest if 
the Company’s 
share price 
is $
 8.14 
 
or higher 
on June 
30, 2024. 
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, 
February 
2022, 
and 
May 
2022, 
the 
Company 
awarded 
 44,986 
 , 
 50,300 
 , 
 29,920 
 
and 
 23,793 
 shares of restricted stock, respectively, to employees which 
have time and performance-based (market conditions 
related to share price 
 performance) vesting conditions. 
 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. 
 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; and 
 (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. In 
May 2022, 
the Company 
amended the 
terms of 
these awards 
to change 
the vesting 
 dates from when the 
shares were acquired in 
November and December 2021 
to the anniversary of 
the executive’s 
date of joining the 
 Company. The shares 
continue to vest ratably over three years on the applicable vesting date. 

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-61 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Stock option and restricted stock activity (continued) 
 Restricted stock (continued) 
 Awards granted 
(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 could have been terminated 
early if certain agreed events 
 occur, 
and the contract was mutually terminated in 
November 2022 as no further services 
were required. The advisor 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 each 
of the years 
ended June 30, 
2023 
and 2022, respectively, 
the Company recorded 
a stock-based compensation 
charge of 
 $
 0.2 
 
million and included the issuance of 
 32,405 
 
and 
 38,886 
 
shares of common stock in its issued and outstanding share count. 
 The 
May 
2021 
grants 
comprise 
 158,734 
 
shares 
of 
restricted 
stock 
awarded 
to 
executive 
officers 
that 
are 
subject 
to 
a 
market 
 condition (related 
to share 
price performance) 
and time-based 
vesting, and 
 95,826 
 
shares of 
restricted stock 
awarded to 
employees, 
 including 
 77,040 
 
shares of restricted stock 
awarded to Mr. Mali, our Chief 
Executive Officer: Southern Africa, that 
are subject to time-
 based vesting. 
 The February 
2020 grants 
comprise 
 113,600 
 
shares of 
restricted stock 
awarded to 
executive officers 
that are 
subject to 
time-
 based vesting 
and 
 454,400 
 
shares of 
restricted 
stock awarded 
to executive 
officers 
that are 
subject to 
performance 
and time-based 
 vesting. 
 Awards vested 
 During the years ended June 
30, 2023, 2022 and 2021, 
respectively, 
 742,464 
 , 
 133,508 
 
and 
 244,500 
 
shares of restricted stock 
with 
 time-based vesting conditions vested. 
The fair value of restricted stock 
which vested during the years ended June 
30, 2023, 2022 and 
 2021, was $
 3.2 
 
million, $
 0.4 
 
million and $
 1.0 
 
million, respectively. 
 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. In May 2023, 
 55,599 
 
shares of restricted stock granted to Mr. 
Mali 
 vested and he elected for 
 25,020 
 
shares to be withheld to 
satisfy the withholding tax liability 
on the vesting of these 
shares. In addition, 
 in November and December 2022 and February, April, May and June 2023, an aggregate of 
 434,279 
 
shares of restricted stock granted 
 to employees vested and 
they elected for 
 190,394 
 
shares to be withheld to satisfy 
the withholding tax liability on 
the vesting of these 
 shares. These 
 250,974 
 
(
 35,460 
 
plus 
 20,020 
 
plus 
 190,394 
 ) shares have been included in our treasury shares. 
 The 
 133,508 
 
shares of restricted 
stock that vested 
during the year 
ended June 30, 
2022, includes the 
 71,647 
 
top up awards 
referred 
 to above 
and 
 29,919 
 
shares of restricted 
stock that 
vested following 
the change 
in vesting date 
to the 
anniversary of 
the executive’s 
 date of joining the Company. 
 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. 
 Awards forfeited 
 During the year ended June 30, 2023, 
 80,000 
 
shares of restricted stock were forfeited by an executive officer as the performance 
 condition (related to net asset 
value targets) was not achieved. 
During the year ended 
June 30, 2023, employees 
forfeited 
 34,365 
 
shares 
 of restricted stock following their termination of employment with the Company. 
 During 
the 
year 
ended 
June 
30, 
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 and the 
 75,542 
 
shares of restricted stock were forfeited by employees 
 following termination of their employment. 
The 
 644,200 
 
shares of restricted stock that 
were forfeited during the year 
ended June 30, 
 2021, includes 
 475,200 
 
shares of restricted stock forfeited by the Company’s 
former chief executive officer upon his separation 
from 
 the Company. 
The 
 30,000 
 
shares were forfeited 
by an executive 
officer as 
the market condition 
(related to share 
price performance) 
 was not achieved. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-62 
 17. 
STOCK-BASED COMPENSATION 
(continued) 
 Stock-based compensation charge and unrecognized compensation 
cost 
 The Company has 
recorded a net stock 
compensation charge 
of $
 7.3 
 
million, $
 3.0 
 
million and $
 0.3 
 
million for the 
years ended 
 June 30, 2023, 2022 and 2021, respectively, 
which comprised:

 
 Total 
charge 
 Allocated to IT 
 processing, 
 servicing and 
 support 
 Allocated to 
 selling, general 
 and 
 administration 
 Year 
ended June 30, 2023 
 Stock-based compensation charge 

 $ 
 7,673 
 $ 
 - 
 $ 
 7,673 
 Reversal of stock compensation charge related to stock 
 options and restricted stock forfeited 
 ( 364 )
 - 
 ( 364 )
 Total - year ended June 
30, 2023 
 $ 
 7,309 
 $ 
 - 
 $ 
 7,309 
 Year 
ended June 30, 2022 
 Stock-based compensation charge 

 $ 
 3,082 
 $ 
 - 
 $ 
 3,082 
 Reversal of stock compensation charge related to stock 
 options and restricted stock forfeited 
 ( 120 )
 - 
 ( 120 )
 Total - year ended June 
30, 2022 
 $ 
 2,962 
 $ 
 - 
 $ 
 2,962 
 Year 
ended June 30, 2021 
 Stock-based compensation charge 

 $ 
 1,430 
 $ 
 - 
 $ 
 1,430 
 Reversal of stock compensation charge related to stock 
 options and restricted stock forfeited 
 ( 1,086 )
 - 
 ( 1,086 )
 Total - year ended June 
30, 2021 
 $ 
 344 
 $ 
 - 
 $ 
 344 

 

 
 The 
stock-based 
compensation 
charges 
and 
reversal 
have 
been 
allocated 
to 
selling, 
general 
and 
administration 
based 
on 
the 
 allocation of the cash compensation paid to the relevant employees.
 As of June 
30, 2023, the 
total unrecognized 
compensation cost related 
to stock options 
was approximately 
$
 0.1 
 
million, which 
 the 
Company 
expects 
to 
recognize 
over 
approximately 
 two years 
 . 
As of 
June 
30, 
2023, 
the 
total 
unrecognized 
compensation 
cost 
 related to restricted stock awards was approximately $
 6.9 
 
million, which the Company expects to recognize over approximately 
 three 
 years 
 .
 Tax consequences 
 The Company 
recorded a 
deferred tax 
asset of 
approximately $
 0.6 
 
million and 
$
 0.3 
 
million, respectively, 
for the 
years ended 
 June 30, 2023 and June 30, 2022. As of June 30, 2023 and 2022, 
the Company recorded a valuation allowance of approximately $
 0.6 
 million and $
 0.3 
 
million respectively, 
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 date 
of exercise 
by the 
option recipient 
and the 
exercise 
price 
from income 
subject to 
 taxation in the United States.

 
 18. 
INCOME TAX 
 Income tax provision 
 The table below presents 
the components of (loss) 
income before income taxes 
for the years 
ended June 30, 2023, 
2022 and 2021:

 
 2023 
 2022 
 2021 
 South Africa 
 $ 
 ( 21,308 )
 $ 
 ( 31,266 )
 $ 
 ( 30,825 )
 United States 
 ( 10,755 )
 ( 8,509 )
 ( 6,686 )
 Liechtenstein 
 - 
 ( 509 )
 ( 810 )
 Other 
 ( 203 )
 384 
 32,702 
 Loss before income taxes 
 $ 
 ( 32,266 )
 $ 
 ( 39,900 )
 $ 
 ( 5,619 )

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-63 
 18. 
INCOME TAX (continued) 
 Income tax provision (continued) 
 Presented below is the provision 
for income taxes by location of 
the taxing jurisdiction
 for the years ended June 30, 2023, 
2022 
 and 2021:

 
 2023 
 2022 
 2021 
 Current income tax expense (benefit) 
 $ 
 6,317 
 $ 
 2,309 
 $ 
 859 
 South Africa 
 6,317 
 2,309 
 866 
 United States 
 - 
 - 
 ( 75 )
 Other 
 - 
 - 
 68 
 Deferred taxation (benefit) charge 

 ( 7,442 )
 ( 2,044 )
 6,691 
 South Africa 
 ( 7,490 )
 ( 2,154 )
 ( 2,039 )
 United States 
 - 
 - 
 9,136 
 Other 
 48 
 110 
 ( 406 )
 Foreign tax credits generated – United States 
 115 
 62 
 10 
 Income tax (benefit) provision 
 $ 
 ( 2,309 )
 $ 
 327 
 $ 
 7,560 

 

 
 The South African 
corporate income tax 
rate reduced from 
 28 
 % to 
 27 
 %, effective from 
July 1, 2022, 
for all of 
the Company’s 
 South African 
subsidiaries with 
income tax 
years commencing 
on July 
1, 2022. 
The change 
in the 
income tax 
rate was 
enacted on 
 January 5, 2023, 
and accordingly all deferred 
taxes assets and 
liabilities have been 
remeasured to the 
new tax rate. 
This has resulted 
 in 
the 
inclusion 
of 
an 
income 
tax 
benefit 
of 
$
 1.3 
 
million 
in 
the 
Company’s 
income 
tax 
(benefit) 
expense 
line 
in 
its 
consolidated 
 statements of operations for each of the year ended June 30, 2023, 
as a result of the reversal of a portion of the deferred tax assets and 
 liabilities recognized as 
of December 31, 2022. 
There were 
 no 
 
changes to the enacted 
tax rates in the years 
ended June 30, 2022 
and 
 2021. 
 The 
Company’s 
current income 
tax 
expense for 
the year 
ended June 
30, 
2023, 
was higher 
than 
the previous 
year 
due 
to 
the 
 acquisition of Connect, which is profitable and generates taxable income.
 The Company’s 
deferred taxation 
(benefit) charge 
for the year 
ended June 
30, 2023, 
was higher 
than the previous 
year due 
to 
 the inclusion of 
the deferred tax 
benefit recorded related 
to the amortization 
of intangible assets recognized 
due to the 
acquisition of 
 Connect. The 
amount for 
the year 
ended June 
30, 2023, 
also includes 
a deferred 
tax benefit 
related to 
an expense 
paid by 
Connect 
 before the 
Company acquired 
the business 
and which 
subsequently 
determined to 
be deductible 
for tax 
purposes of 
approximately 
 $
 2.0 
 
million. During the years ended June 
30, 2023, 2022 and 2021, the Company 
incurred net operating losses through certain 
of its 
 South African wholly-owned subsidiaries and recorded a deferred taxation benefit related to these losses. However, 
the Company has 
 created a valuation allowance for certain of these net operating 
losses which reduced the deferred taxation benefit recorded. 
 A reconciliation 
of income 
taxes, calculated 
at the 
fully-distributed South 
African income 
tax rate 
to the 
Company’s 
effective 
 tax rate, for the years ended June 30, 2023, 2022 and 2021, is as follows:

 
 2023 
 2022 
 2021 
 Income taxes at fully-distributed South African tax rates 
 27.00 
 % 
 28.00 
 % 
 28.00 
 % 
 Movement in valuation allowance 
 ( 17.66 )
 % 
 ( 22.05 )
 % 
 ( 250.16 )
 % 
 Prior year adjustments 
 7.60 
 % 
 0.01 
 % 
 1.77 
 % 
 Foreign tax rate differential 
 ( 0.02 )
 % 
 0.02 
 % 
 51.21 
 % 
 Change in tax laws – South Africa 
 4.03 
 % 
 - 
 
- 

 - 
 
- 

 Non-deductible items 
 ( 13.28 )
 % 
 ( 6.59 )
 % 
 ( 58.40 )
 % 
 Capital gains differential 
 ( 0.51 )
 % 
 0.11 
 % 
 93.03 
 % 
 Release from FCTR 
 - 
 
- 

 ( 0.33 )
 % 
 - 
 
- 

 Income tax provision 
 7.16 
 % 
 ( 0.83 )
 % 
 ( 134.55 )
 %

 

 
 Percentages included in 
the 2022 
and 2021 columns 
in the 
reconciliation of income 
taxes presented above 
are specifically impacted 
 by the loss incurred 
by the Company 
during the year 
ended June 30, 202 
2 
and 2021. For 
instance, for the year 
ended June 30, 2022, 
 the income tax provision of $
 0.3 
 
million represents (
 0.83 
 %) multiplied by the net loss before tax of $(
 39,900 
 ). 

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-64 
 18. 
INCOME TAX (continued) 
 Income tax provision (continued) 
 Movement in the 
valuation allowance for 
the year 
ended June 
30, 2023, includes 
allowances created related 
to certain net 
operating 
 losses 
incurred 
during 
the 
year. 
Non-deductible 
items 
for 
the 
year 
ended 
June 
30, 
2023, 
includes 
the 
goodwill 
impairment 
loss 
 recognized and interest expense incurred which the Company cannot deduct 
for income tax purposes. 
 Movement in the valuation allowance 
for the year ended 
June 30, 2022, includes 
allowances created related to 
net operating losses 
 incurred during the 
year. Non-deductible items for 
the year ended 
June 30, 
2022, includes the 
transaction costs related 
to the acquisition 
 of Connect. 
 Movement in the valuation allowance 
for the year ended 
June 30, 2021, includes 
allowances created related to 
net operating losses 
 incurred during 
the year. 
Non-deductible items 
for the 
year ended 
June 30, 
2021, includes 
the impact 
of the 
allowance for 
doubtful 
 loans to equity 
-accounted investments created 
. 
The foreign tax 
rate differential 
relates primarily to 
the difference between 
the fully-
 distributed 
South 
African 
income 
tax 
rate 
and 
the 
rate 
used 
(
 21 
 %) 
to 
measure 
the 
deferred 
tax 
liability 
created 
related 
to 
the 
fair 
 adjustment to 
the Company’s 
investment in 
MobiKwik (refer 
to Note 
9). The 
capital gains 
differential 
for the 
year ended 
June 30, 
 2021, represents the impact of the reversal of the 
deferred tax liability related to one of the Company’s 
equity-accounted investments 
 following its impairment (refer to Note 9). 
 Deferred tax assets and liabilities 
 Deferred 
income taxes 
reflect the 
temporary 
differences 
between 
the 
financial 
reporting and 
tax bases 
of assets 
and 
liabilities 
 using enacted tax rates 
in effect for the 
year in which 
the differences are expected 
to reverse. The 
primary components of the 
temporary 
 differences that gave rise to the Company’s 
deferred tax assets and liabilities as of June 30, and their classification, were as follows:

 
 June 30, 
 June 30, 
 2023 
 2022 
 Total 
deferred tax assets 
 Capital losses related to investments 
 $ 
 36,267 
 $ 
 42,587 
 Net operating loss carryforwards 
 39,486 
 40,384 
 Foreign tax credits 
 32,599 
 32,671 
 Provisions and accruals 
 3,165 
 3,163 
 FTS patent 
 40 
 95 
 Other 
 4,217 
 2,063 
 Total 
deferred tax assets before valuation allowance 
 115,774 
 120,963 
 Valuation 
allowances 
 ( 109,120 )
 ( 117,101 )
 Total 
deferred tax assets, net of valuation allowance 
 6,654 
 3,862 
 Total 
deferred tax liabilities: 
 Intangible assets 
 32,731 
 43,876 
 Investments 
 10,354 
 10,354 
 Other 
 94 
 67 
 Total 
deferred tax liabilities 
 43,179 
 54,297 
 Reported as 
 Long-term deferred tax assets 
 10,315 
 3,776 
 Long-term deferred tax liabilities 
 46,840 
 54,211 
 Net deferred income tax liabilities 
 $ 
 36,525 
 $ 
 50,435 

 

 
 Increase in total net deferred income tax liabilities 
 Capital losses related to investments 
 Capital losses as of June 30, 
2023 and 2022, comprises the 
capital loss arising from the difference 
between the amount paid for 
 Cell C in August 2017 and the its fair value as of the respective year end, of $
 0.0 
 
million, and difference between the amount paid for 
 CPS in 2004 
and the its 
fair value 
as of the 
respective year 
end, of 
$
 0.0 
 
million. The 
change in capital 
losses related 
to investments 
 relates primarily to the impact of currency changes between the South African 
Rand against the United States dollar.
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-65 
 18. 
INCOME TAX (continued) 
 Deferred tax assets and liabilities (continued) 
 Increase in total net deferred income tax liabilities (continued) 
 Net operating loss carryforwards 
 Net operating loss carryforwards have increased due 
to losses incurred by certain of the Company’s 
subsidiaries and the impact 
 of currency 
changes between 
the South 
African 
Rand against 
the United 
States dollar, 
which 
was partially 
offset 
by net 
operating 
 losses carryforwards forfeited following the substantial liquidation 
of certain of the Company’s subsidiaries.
 Intangibles assets 
 Intangible assets include intangible assets recognized related to the acquisition of Connect during the year ended June 30, 
 2022 (refer to Note 3).
 Investments 
 Investment 
includes 
our 
investment 
in 
MobiKwik 
(refer 
to 
Note 
9), 
and 
there 
were 
no 
adjustments 
to 
the 
carrying 
value 
of 
 investment in MobiKwik during the year ended June 30, 2023. 
 Decrease in valuation allowance 
 At June 
30, 20223, 
the Company 
had deferred 
tax assets 
of $
 6.7 
 
million (2022: 
$
 3.9 
 
million), net 
of the 
valuation allowance. 
 Management believes, 
based on 
the weight 
of available 
positive and 
negative evidence 
it is 
more likely 
than not 
that the 
Company 
 will realize the benefits of these deductible differences, net of the valuation allowance. 
However, the amount of the deferred tax asset 
 considered realizable could be adjusted in the future if estimates of taxable 
income are revised. 
 At June 
30, 2023, 
the Company 
had a 
valuation allowance 
of $
 109.1 
 
million (2022: 
$
 117.1 
 
million) to 
reduce its 
deferred tax 
 assets to estimated 
realizable value. The movement 
in the valuation 
allowance for the years 
ended June 30, 2023 
and 2022, is 
presented 
 below:

 
 Total 
 Capital losses 
 related to 
 investments 
 Net operating 
 loss carry-
 forwards 
 Foreign tax 
 credits 
 Other 
 July 1, 2021 
 $ 
 118,777 
 $ 
 47,518 
 $ 
 36,270 
 $ 
 32,737 
 $ 
 2,252 
 Charged to statement of operations 
 8,119 
 195 
 7,647 
 - 
 277 
 Reversed to statement of operations 
 ( 301 )
 - 
 ( 167 )
 ( 66 )
 ( 68 )
 Utilized 
 ( 1 )
 - 
 ( 1 )
 - 
 - 
 Foreign currency adjustment 
 ( 9,493 )
 ( 5,126 )
 ( 4,097 )
 - 
 ( 270 )
 June 30, 2022 
 117,101 
 42,587 
 39,652 
 32,671 
 2,191 
 Charged to statement of operations 
 5,916 
 5 
 5,492 
 - 
 419 
 Reversed to statement of operations 
 ( 1,701 )
 - 
 ( 579 )
 ( 510 )
 ( 612 )
 Change in tax rate - South Africa 
 ( 2,351 )
 ( 1,190 )
 ( 1,161 )
 - 
 - 
 Foreign currency adjustment 
 ( 9,845 )
 ( 5,135 )
 ( 5,023 )
 438 
 ( 125 )
 June 30, 2023 
 $ 
 109,120 
 $ 
 36,267 
 $ 
 38,381 
 $ 
 32,599 
 $ 
 1,873 

 

 
 Net operating loss carryforwards and foreign tax credits 
 South Africa 
 Net operating loss generated are carried forward indefinitely, 
however, South Africa has recently enacted 
legislation similar to 
 the United States which limits the loss carryforward that may be used against future 
taxable income to 80% of taxable income before 
 the net operating loss deduction.
 

 

 
 
 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-66 
 18. 
INCOME TAX (continued) 
 Deferred tax assets and liabilities (continued) 
 Decrease in valuation allowance (continued) 
 United States 
 Net operating loss 
generated are carried 
forward indefinitely, 
but the loss 
carryforward that may 
be used against 
future taxable 
 income is limited to 80% of taxable income before the net operating loss deduction. 
 As of June 30, 2023, Lesaka had net operating loss carryforwards that will expire, 
if unused, as follows:

 
 Year 
of expiration 

 U.S. net 
 operating loss 
 carry 
 forwards 
 2024 
 $ 
 775 

 

 
 Lesaka had 
 no 
 
net unused foreign 
tax credits 
that are more 
likely than 
not to 
be realized as 
of June 
30, 2023 and 
2022, respectively. 
 Uncertain tax positions 
 As of June 30, 2023 and 2022, the Company had 
 no 
 
unrecognized tax benefits which would impact the Company’s effective 
tax 
 rate. The 
Company files 
income tax 
returns mainly 
in South 
Africa, 
Botswana, Namibia 
and in 
the U.S. 
federal jurisdiction. 
As of 
 June 
30, 
2023, 
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, 
2019. 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. 
The Company does 
 not expect the 
change related to 
unrecognized tax benefits 
will have a 
significant impact on 
its results of 
operations or financial 
position 
 in the next 12 months.

 
 19. 
(LOSS) EARNINGS PER SHARE 
 The Company has 
issued redeemable common 
stock (refer to Note 
14) which is redeemable 
at an amount other 
than fair value. 
 Redemption of a class of common stock 
at other than fair value 
increases or decreases the carrying amount 
of the redeemable common 
 stock 
and 
is 
reflected 
in 
basic 
earnings 
per 
share 
using 
the 
two-class 
method. 
There 
were 
no 
redemptions 
of 
common 
stock, 
or 
 adjustments to the 
carrying value of the 
redeemable common stock during 
the years ended 
June 30, 2023, 
2022 and 2021. 
Accordingly, 
 the two-class method presented below does not include the impact of 
any redemption. 

 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 years ended June 30, 
2023, 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. 
 Diluted (loss) 
earnings per 
share have 
been calculated 
to give 
effect to 
the number 
of shares 
of additional 
common stock 
that 
 would have 
been outstanding 
if the 
potential dilutive 
instruments had 
been issued 
in each 
period. Stock 
options are 
included in 
the 
 calculation of diluted (loss) earnings per share utilizing the treasury 
stock method and are not considered to be 
participating securities, 
 as the 
stock options 
do not 
contain non-forfeitable 
dividend rights. 
The calculation 
of diluted 
(loss) earnings 
per share 
includes the 
 dilutive effect 
of a portion of 
the restricted stock 
granted to employees 
during the current 
and previous fiscal 
periods 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 are 
discussed in 
 Note 17. 
The Company 
has excluded 
employee 
stock options 
to purchase 
 112,783 
 
and 
 191,448 
 
shares of 
common 
stock from 
the 
 calculation 
of 
diluted 
loss 
per 
share 
during 
the 
year 
ended 
June 
30, 
2023 
and 
2022, 
respectively, 
because 
the 
effect 
would 
be 
 antidilutive. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-67 
 19. 
(LOSS) EARNINGS PER SHARE (continued) 
 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 for the years ended 
June 30, 2023, 2022 and 2021:

 
 2023 
 2022 
 2021 
 (in thousands except percent and per share data) 
 Numerator:
 Net loss attributable to Lesaka 
 $ 
 ( 35,074 )
 $ 
 ( 43,876 )
 $ 
 ( 38,057 )
 Undistributed loss 
 ( 35,074 )
 ( 43,876 )
 ( 38,057 )
 Percent allocated to common shareholders 
 (Calculation 1)
 95 %
 98 %
 99 %
 Numerator for loss per share: basic and diluted
 $ 
 ( 33,407 )
 $ 
 ( 43,006 )
 $ 
 ( 37,825 )
 Denominator 
 Denominator for basic loss per share: 
 weighted-average common shares outstanding
 60,134 
 57,207 
 56,332 
 Effect of dilutive securities:
 Stock options
 - 
 - 
 259 
 Denominator for diluted loss per share: adjusted weighted average 
 common shares outstanding and assumed conversion
 60,134 
 57,207 
 56,591 
 Loss per share: 
 Basic 

 $ 
 ( 0.56 )
 $ 
 ( 0.75 )
 $ 
 ( 0.67 )
 Diluted 

 $ 
 ( 0.56 )
 $ 
 ( 0.75 )
 $ 
 ( 0.67 )
 (Calculation 1) 
 Basic weighted-average common shares outstanding (A) 

 60,134 
 57,207 
 56,332 
 Basic weighted-average common shares outstanding and unvested 
 restricted shares expected to vest (B) 

 63,134 
 58,364 
 56,678 
 Percent allocated to common shareholders 
 
(A) / (B) 

 95 %
 98 %
 99 %

 

 
 Options 
to 
purchase 
 276,616 
 , 
 186,999 
 
and 
 282,832 
 
shares of 
the 
Company’s 
common 
stock 
at 
prices 
ranging 
from 
$
 4.87 
 
to 
 $
 11.23 
 
(2023), $
 6.20 
 
to $
 11.23 
 
(2022) and 
$
 6.20 
 
to $
 11.23 
 
(2021) per share 
were outstanding 
during the year 
ended June 30, 
2023, 
 2022 and 2021, 
respectively, but were not included 
in the computation 
of diluted (loss) 
earnings per share 
because the options’ 
exercise 
 prices were greater 
than the average 
market price of 
the Company’s common shares. 
The options, which 
expire at various 
dates through 
 February 3, 2032, were still outstanding as of June 30, 2023.

 
 20. 
SUPPLEMENTAL CASH 
FLOW INFORMATION 
 Change in presentation of movement in finance loans receivable 
on consolidated statement of cashflows 
 The movement in 
accounts receivable and 
finance loans receivable 
were previously combined, 
however, it was 
determined during 
 the year ended June 
30, 2023, to present the 
movement in finance loans 
receivable as a separate 
caption. Previous periods have 
been 
 restated. 
 The following table presents supplemental cash flow disclosures for 
the years ended June 30, 2023, 2022 and 2021:

 
 2023 
 2022 
 2021 
 Cash received from interest 

 $ 
 1,841 
 $ 
 2,065 
 $ 
 2,222 
 Cash paid for interest 

 $ 
 13,278 
 $ 
 5,817 
 $ 
 3,056 
 Cash paid for income taxes 

 $ 
 7,200 
 $ 
 1,138 
 $ 
 16,608 

 

 
 As discussed in Note 
17, during the year 
ended June 30, 2023, 
an employee exercised stock 
options through the delivery 
of 
 23,934 
 shares of 
the Company’s 
common stock 
at the 
closing price 
on March 
7, 2023 
of $
 4.76 
 
under the 
terms of 
their option 
agreements. 
 These shares are included in 
the Company’s total share count and the 
amount is reflected as 
treasury shares on the consolidated balance 
 sheet as of June 30, 2023 and consolidated statement of changes in equity for 
the year ended June 30, 2023.
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-68 
 20. 
SUPPLEMENTAL CASH 
FLOW INFORMATION 
(continued) 
 Disaggregation of cash, cash equivalents and restricted cash 
 Cash, cash equivalents 
and restricted cash 
included on 
the Company’s 
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 12 for 
additional information regarding 
 the Company’s 
facilities. The following 
table presents the disaggregation 
of cash, cash equivalents 
and restricted cash as 
of June 30, 
 2023, 2022 and 2021:

 
 2023 

 2022 

 2021 

 Cash and cash equivalents 
 $ 
 35,499 
 $ 
 43,940 
 $ 
 198,572 
 Restricted cash 
 23,133 
 60,860 
 25,193 
 Cash, cash equivalents and restricted cash 
 $ 
 58,632 
 $ 
 104,800 
 $ 
 223,765 

 

 
 Leases
 The following 
table presents 
supplemental 
cash flow 
disclosure related 
to leases 
for the 
years ended 
June 30, 
2023, 2022 
and 
 2021:

 
 2023 

 2022 

 2021 

 Cash paid related to lease liabilities 
 Operating cash flows from operating leases 
 $ 
 2,866 
 $ 
 3,971 
 $ 
 4,050 
 Right-of-use assets obtained in exchange for lease obligations 
 Operating leases 
 $ 
 983 
 $ 
 6,054 
 $ 
 3,000 

 

 
 21. 
OPERATING SEGMENTS 
 Operating segments
 The Company discloses segment information as reflected in the management 
information systems reports that its chief operating 
 decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in 
 which the entity holds material assets or reports material revenues. 
 The 
Company 
currently 
has 
 two 
 
reportable 
segments: 
Merchant 
and 
Consumer. 
The 
Company 
operates 
mainly 
within 
South 
 Africa. 
The 
Company’s 
reportable 
segments 
offer 
different 
products 
and 
services 
and 
require 
different 
resources 
and 
marketing 
 strategies but share the Company’s 
assets. 
 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 cash management and payment services to 
merchant customers through a digital vault (safe 
 asset) which 
is located 
at the 
customer’s 
premises and 
through 
which 
the Company 
is able 
to provide 
the services 
which 
generate 
 processing 
fee 
revenue. 
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 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.
 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-69 
 21. 
OPERATING SEGMENTS 
(continued) 
 Reallocation of certain activities in Other to Merchant 
 During 
the second 
quarter 
of fiscal 
2023, 
certain 
processing 
activities 
performed 
outside 
South 
Africa 
which 
were within 
the 
 Company’s 
Other 
operating 
segment 
commenced 
reporting 
to 
management 
within 
its 
Merchant 
operating 
segment 
as 
part 
of 
the 
 integration 
of Connect. 
The Company 
has allocated 
these operations 
from the 
Other reporting 
segment to 
Merchant in its 
reportable 
 segments during the second quarter of 
fiscal 2023. The Company no 
longer reports an Other 
reporting segment and previously reported 
 information has been restated.
 The reconciliation 
of the 
reportable segment’s 
revenue to 
revenue from 
external customers 
for the 
years ended 
June 30, 
2023, 
 2022 and 2021, respectively, 
is as follows:

 
 Revenue 
 Reportable 
 Segment 
 Inter-segment 
 Unallocated 
 From external 
 customers 
 Merchant 
 $ 
 463,701 
 $ 
 - 
 $ 
 - 
 $ 
 463,701 
 Consumer 
 62,801 
 - 
 - 
 62,801 
 Unallocated 
 - 
 - 
 1,469 
 1,469 
 Total for the year 
ended June 30, 2023 
 $ 
 526,502 
 $ 
 - 
 $ 
 1,469 
 $ 
 527,971 
 Merchant 
 $ 
 156,689 
 $ 
 12 
 $ 
 - 
 $ 
 156,677 
 Consumer 
 65,932 
 - 
 - 
 65,932 
 Total for the year 
ended June 30, 2022 
 $ 
 222,621 
 $ 
 12 
 $ 
 - 
 $ 
 222,609 
 Merchant 
 $ 
 62,944 
 $ 
 - 
 $ 
 - 
 $ 
 62,944 
 Consumer 
 66,149 
 - 
 - 
 66,149 
 Unallocated 
 - 
 - 
 1,693 
 1,693 
 Total for the year 
ended June 30, 2021 
 $ 
 129,093 
 $ 
 - 
 $ 
 1,693 
 $ 
 130,786 

 

 
 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 once-
 off items, stock-based compensation 
charges, certain lease 
charges (“Lease adjustments”), depreciation 
and amortization, impairment 
 of goodwill or other intangible 
assets, 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 
its 
reportable 
segments. 
Group 
costs 
generally 
include: 
employee 
related 
costs 
in 
relation 
to 
employees 
 specifically hired 
for group 
roles and 
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 officer’s 
 insurance premiums. 
Once-off items 
represents non-recurring 
expense items, 
including costs 
related to 
acquisitions and 
transactions 
 consummated 
or 
ultimately 
not 
pursued. 
Unrealized 
loss 
FV 
for 
currency 
adjustments 
represents 
foreign 
currency 
mark-to-market 
 adjustments 
on 
certain 
intercompany 
accounts. 
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. 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-70 
 21. 
OPERATING SEGMENTS 
(continued) 
 The reconciliation of the reportable segments’ measures of profit or loss to loss before income taxes for the years ended June 
30, 
 2023, 2022 and 2021, respectively, 
is as follows:

 
 2023 
 2022 
 2021 
 Reportable segments measure of profit or loss 

 $ 
 36,845 
 $ 
 ( 9,028 )
 $ 
 ( 20,551 )
 Operating loss: Unallocated 
 - 
 - 
 ( 10,899 )
 Operating loss: Group costs 
 ( 9,109 )
 ( 8,587 )
 ( 6,965 )
 Once-off costs 
 ( 1,922 )
 ( 8,088 )
 ( 6,618 )
 Unrealized Loss FV for currency adjustments 
 (222) 
 - 
 - 
 Lease adjustments 
 ( 2,906 )
 ( 3,955 )
 ( 4,148 )
 Stock-based compensation charge adjustments 
 ( 7,309 )
 ( 2,962 )
 ( 344 )
 Depreciation and amortization 
 ( 23,685 )
 ( 7,575 )
 ( 4,347 )
 Impairment loss 
 ( 7,039 )
 - 
 - 
 Gain related to fair value adjustment to currency options 
 - 
 3,691 
 - 
 Gain on disposal of equity securities 
 - 
 720 
 - 
 Loss on disposal of equity-accounted investment (Note 9) 
 ( 205 )
 ( 376 )
 ( 13 )
 Change in fair value of equity securities (Note 3) 
 - 
 - 
 49,304 
 Loss on disposal of equity-accounted investment - Bank Frick (Note 
9) 
 - 
 - 
 ( 472 )
 Interest income 

 1,853 
 2,089 
 2,416 
 Interest expense 

 ( 18,567 )
 ( 5,829 )
 ( 2,982 )
 Loss before income taxes 

 $ 
 ( 32,266 )
 $ 
 ( 39,900 )
 $ 
 ( 5,619 )

 

 
 The following tables summarize segment information for the years ended 
June 30, 2023, 2022 and 2021:

 
 

 2023 
 2022 
 2021 
 Reportable segment revenue 
 Merchant 
 $ 
 463,701 
 $ 
 156,689 
 $ 
 62,944 
 Consumer 
 62,801 
 65,932 
 66,149 
 Total reportable segment 
revenue 
 526,502 
 222,621 
 129,093 
 Segment Adjusted EBITDA 
 Merchant 
 33,531 
 12,646 
 5,411 
 Consumer
 (1)
 3,314 
 ( 21,674 )
 ( 25,962 )
 Total Segment Adjusted 
EBITDA 
 36,845 
 ( 9,028 )
 ( 20,551 )
 Depreciation and amortization 
 Merchant 
 7,422 
 2,186 
 866 
 Consumer 
 1,114 
 1,660 
 3,071 
 Subtotal: Operating segments 

 8,536 
 3,846 
 3,937 
 Group costs 
 15,149 
 3,729 
 359 
 Unallocated 
 - 
 - 
 51 
 Total 

 23,685 
 7,575 
 4,347 
 Expenditures for long-lived assets 
 Merchant 
 12,986 
 2,846 
 852 
 Consumer 
 3,170 
 1,712 
 3,433 
 Subtotal: Operating segments 

 16,156 
 4,558 
 4,285 
 Group costs 
 - 
 - 
 - 
 Total 

 $ 
 16,156 
 $ 
 4,558 
 $ 
 4,285 

 

 
 (1) Consumer Segment Adjusted EBITDA for the year ended June 30, 2022, includes reorganization costs of $
 5.9 
 
million (refer also Note 1).

 

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-71 
 21. 
OPERATING SEGMENTS 
(continued) 
 The segment 
information as 
reviewed by 
the chief 
operating decision 
maker does 
not include 
a measure 
of segment 
assets per 
 segment as all of 
the significant assets are 
used in the operations 
of all, rather than 
any one, of the 
segments. The Company does 
not 
 have dedicated assets 
assigned to a 
particular operating segment. 
Accordingly, 
it is not meaningful 
to attempt an arbitrary 
allocation 
 and segment asset allocation is therefore not presented.
 Long-lived assets based on their geographic location as of June 30, 2023, 
2022 and 2021, are presented in the table below:

 
 Long-lived assets 
 2023 
 2022 
 2021 
 South Africa 
 $ 
 300,104 
 $ 
 359,725 
 $ 
 50,754 
 India - investment in MobiKwik (Note 9) 
 76,297 
 76,297 
 76,297 
 Rest of world 
 2,197 
 2,811 
 6,962 
 Total 
 $ 
 378,598 
 $ 
 438,833 
 $ 
 134,013 

 

 
 22. 
COMMITMENTS AND CONTINGENCIES 
 Capital commitments
 As 
of 
June 
30, 
2023 
and 
2022, 
the 
Company 
had 
outstanding 
capital 
commitments 
of 
approximately 
$
 0.1 
 
million 
and 
$
 0.3 
 million, respectively. 

 Purchase obligations 
 As of June 30, 2023 and 2022, the Company had purchase obligations totaling $
 3.0 
 
million and $
 11.0 
 
million, respectively. The 
 purchase 
obligations 
as 
of 
June 
30, 
2023, 
primarily 
relate 
to 
POS 
devices, 
components 
for 
safe 
assets 
and 
inventory 
that 
will 
be 
 delivered to the Company and sold to customers in fiscal 2024.
 Guarantees 
 The South African 
Revenue Service and 
certain of the 
Company’s customers, 
suppliers and other 
business partners have 
asked 
 the Company 
to provide 
them with 
guarantees, including 
standby letters 
of credit, 
issued by 
South African 
banks. 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 
 2.1 
 
million ($
 0.1 
 
million, translated 
at exchange 
rates 
 applicable 
as 
of 
June 
30, 
2023) 
thereby 
utilizing 
part 
of 
the 
Company’s 
short-term 
facilities. 
The 
Company 
pays 
commission 
of 
 between 
 0.47 
 % per annum to 
 1.84 
 % per annum of the face 
value of these guarantees and does 
not recover any of the commission 
from 
 third parties. 
 RMB has 
issued 
guarantees 
to 
these 
third 
parties 
amounting 
to 
ZAR 
 33.1 
 
million 
($
 1.8 
 
million, 
translated 
at 
exchange 
rates 
 applicable as of June 30, 2023) 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 
June 30, 2023. 
 The maximum potential 
amount that the Company 
could pay under 
these guarantees is ZAR 
 35.2 
 
million ($
 1.9 
 
million, translated at 
 exchange rates applicable 
as of June 30, 2023). 
As discussed in Note 
12, the Company 
has ceded and pledged 
certain bank accounts 
 to Nedbank 
as security 
for these 
guarantees 
with an 
aggregate value 
of ZAR 
 3.0 
 
million ($
 0.2 
 
million translated 
at exchange 
rates 
 applicable as 
of June 
30, 2023). 
The guarantees 
have reduced 
the amount 
available under 
its indirect 
and derivative 
facilities in 
the 
 Company’s short-term credit facility described 
in Note 12. 
 Contingencies 
 The 
Company 
is 
subject 
to 
a 
variety 
of 
insignificant 
claims 
and 
suits 
that 
arise 
from 
time 
to 
time 
in 
the 
ordinary 
course 
of 
 business. Management 
currently believes 
that the 
resolution of 
these other 
matters, individually 
or in 
the aggregate, 
will not 
have a 
 material adverse impact on the Company’s 
financial position, results of operations or cash flows.

 

 
 
 LESAKA TECHNOLOGIES, INC. 
 Notes to the consolidated financial statements 
 for the years ended June 30, 2023 and 2022 and 2021 
 (All amounts stated in thousands of United States Dollars, unless otherwise stated) 
 F-72 
 23. 
RELATED PARTY 
TRANSACTIONS 
 VCP Agreement 
 On March 
22, 2022, Lesaka 
and Lesaka SA 
entered into 
a Securities Purchase 
Agreement (the 
“VCP Agreement”) 
with Value 
 Capital Partners Proprietary Limited (“VCP”) , a 
significant shareholder, 
whereby VCP will procure that one or more funds under 
its 
 management (the “Purchasing Funds”) 
will subscribe for, and 
Lesaka will have 
the obligation to 
issue and sell 
to the Purchasing 
Funds, 
 ZAR 
 350.0 
 
million of common stock of Lesaka 
if (i) an event of default occurs under 
Facility G or Facility H, (ii) Lesaka 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 Lesaka 
 on the 
Nasdaq Capital 
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 Lesaka and VCP 
 and covenants from Lesaka and Lesaka SA. In connection 
with the VCP Agreement, Lesaka SA agreed to 
pay VCP a commitment fee 
 in an amount equal to ZAR 
 5.25 
 
million. 

 On March 16, 2023, VCP, 
Lesaka and Lesaka SA, entered into an agreement (the “VCP Amendment Agreement”) to amend the 
 maturity date under 
the agreement with 
VCP to December 
31, 2025, in 
order to align 
such date with the 
maturity date of 
Facility H. 
 In connection with the VCP Amendment Agreement, Lesaka 
SA agreed to pay VCP 
an additional commitment fee in an 
amount equal 
 to ZAR 
 8.9 
 
million, which is 
calculated as 
 1 
 % per annum 
of the support 
provided over the period 
of the extension, 
as a result of 
the 
 amendment to the maturity date. 
 Additionally, 
Lesaka, Lesaka 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 Lesaka 
and Lesaka SA 
under the VCP 
Agreement to the 
 extent that Lesaka and Lesaka SA fail to do so and do not remedy such failure within 
two business days of notice of such failure. 
 Disgorgement proceeds from VCP in fiscal 2021 
 In late September 2020, VCP notified 
the Company that it would make payment 
to the Company related to the disgorgement 
of 
 short-swing profits from the purchase of common stock by VCP pursuant to Section 16(b) of the Securities Exchange Act of 1934, as 
 amended 
and 
the 
Company’s 
insider 
trading 
policy. 
The 
Company 
recognized 
these 
proceeds 
as 
a 
capital 
contribution 
from 
 shareholders and 
recorded an 
increase of 
$
 0.1 
 
million, net 
of taxes 
of $
 0.02 
 
million, to 
additional paid-in 
capital in 
its consolidated 
 statement of changes in 
equity for the year 
ended June 30, 2021. The 
gross proceeds of $
 0.12 
 
million are recorded within 
cash flows 
 from financing activities in the Company’s 
consolidated statement of cash flow for the year ended June 30, 2021.

 
 *****************************
LESAKA TECHNOLOGIES INC 10-K

Item 9A. Controls and Procedures
