Item 1. Financial Statements
Item 1. Financial Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Balance Sheets
December 31,
June 30,
2025
2025
(In thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
69,474
$
76,520
Restricted cash related to ATM funding
and credit facilities (Note 9)
127
119
Accounts receivable, net and other receivables (Note 3)
58,244
42,525
Finance loans receivable, net (Note 3)
103,593
74,110
Inventory (Note 4)
25,098
23,551
Total current assets before settlement assets
256,536
216,825
Settlement assets
28,314
27,098
Total current assets
284,850
243,923
PROPERTY,
PLANT AND EQUIPMENT, net of accumulated depreciation of - December: $
61,787
June:
$
55,086
(Note 1)
46,708
44,924
OPERATING LEASE RIGHT-OF-USE (Note 17)
12,378
9,691
EQUITY-ACCOUNTED INVESTMENTS
(Note 6)
289
199
GOODWILL (Note 7)
211,886
199,395
INTANGIBLE ASSETS, NET (Note 7), including integrated platform of: December: $
78,696
June: $
79,343
131,663
139,215
DEFERRED INCOME TAXES
12,489
12,554
OTHER LONG-TERM ASSETS (Note 6 and 8)
4,381
3,809
TOTAL ASSETS
704,644
653,710
LIABILITIES
CURRENT LIABILITIES
Short-term credit facilities (Note 9)
21,333
24,469
Accounts payable
20,150
19,867
Other payables (Note 10)
(A)
92,501
76,035
Operating lease liability - current (Note 17)
5,015
4,007
Current portion of long-term borrowings (Note 9)
13,025
11,956
Income taxes payable
1,628
1,400
Total current liabilities before settlement obligations
153,652
137,734
Settlement obligations
28,175
26,695
Total current liabilities
181,827
164,429
DEFERRED INCOME TAXES
31,553
33,921
OPERATING LEASE LIABILITY - LONG TERM (Note 17)
7,805
6,129
LONG-TERM BORROWINGS (Note 9)
203,802
188,813
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8)
3,002
2,991
TOTAL LIABILITIES
427,989
396,283
REDEEMABLE COMMON STOCK
88,957
88,957
EQUITY
COMMON STOCK (Note 11)
Authorized:
200,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury - December:
81,524,175
; June:
81,249,097
103
103
PREFERRED STOCK
Authorized shares:
50,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury:
December:
-
; June:
-
-
-
ADDITIONAL PAID-IN-CAPITAL
430,686
426,950
TREASURY SHARES, AT
COST: December:
30,234,228
; June:
29,934,044
( 299,632 )
( 298,523 )
ACCUMULATED OTHER
COMPREHENSIVE LOSS (Note 12)
(A)
( 168,308 )
( 185,626 )
RETAINED EARNINGS
(A)
217,712
218,725
TOTAL LESAKA EQUITY
180,561
161,629
NON-CONTROLLING INTEREST
7,137
6,841
TOTAL EQUITY
187,698
168,470
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY
$
704,644
$
653,710
(A) Amounts for June 30, 2025 revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations
3
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
(In thousands, except per share
data)
(In thousands, except per share
data)
REVENUE (Note 16)
$
178,734
$
176,216
$
350,182
$
329,784
EXPENSE
Cost of goods sold, IT processing, servicing and support
(A)
122,691
130,866
241,314
249,941
Selling, general and administration
(A)
36,075
33,837
73,169
59,094
Allowance for credit losses (Note 3)
4,203
2,521
6,809
4,020
Depreciation and amortization
13,568
8,223
26,462
14,499
Transaction costs related to Adumo, Recharger and Bank Zero
acquisitions (Note 2)
47
222
141
1,952
OPERATING INCOME
2,150
547
2,287
278
CHANGE IN FAIR VALUE
OF EQUITY SECURITIES (Note 5 and 6)
2,971
( 33,731 )
2,971
( 33,731 )
OTHER INCOME (Note 10)
3,883
-
3,883
-
LOSS ON DISPOSAL OF EQUITY SECURITIES (Note 2)
730
-
730
-
NET LOSS ON IMPAIRMENT OF EQUITY-ACCOUNTED
INVESTMENT/ LOSS ON DISPOSAL OF EQUITY-ACCOUNTED
INVESTMENT (Note 6)
-
161
584
161
INTEREST INCOME
508
721
1,047
1,307
INTEREST EXPENSE
(A)
4,591
6,266
9,604
11,382
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
4,191
( 38,890 )
( 730 )
( 43,689 )
INCOME TAX EXPENSE (BENEFIT) (Note 19)
670
( 6,412 )
524
( 6,334 )
NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY-
ACCOUNTED INVESTMENTS
3,521
( 32,478 )
( 1,254 )
( 37,355 )
EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS
(Note 6)
110
50
110
77
NET INCOME (LOSS)
3,631
( 32,428 )
( 1,144 )
( 37,278 )
(ADD) LESS NET (LOSS) INCOME ATTRIBUTABLE
TO NON-
CONTROLLING INTEREST
( 14 )
28
( 131 )
28
NET INCOME (LOSS) ATTRIBUTABLE
TO LESAKA
$
3,645
$
( 32,456 )
$
( 1,013 )
$
( 37,306 )
Net earnings (loss) per share, in United States dollars
(Note 14):
Basic earnings (loss) attributable to Lesaka shareholders
$
0.04
$
( 0.40 )
$
( 0.01 )
$
( 0.52 )
Diluted earnings (loss) attributable to Lesaka shareholders
$
0.04
$
( 0.40 )
$
( 0.01 )
$
( 0.52 )
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income
4
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
(In thousands)
(In thousands)
Net income (loss)
(A)
$
3,631
$
( 32,428 )
$
( 1,144 )
$
( 37,278 )
Other comprehensive income (loss), net of taxes
Movement in foreign currency translation reserve
(A)
10,541
( 22,444 )
17,264
( 12,085 )
Release of foreign currency translation reserve related to
disposal/ liquidation of subsidiaries (Note 12)
( 26 )
6
( 26 )
6
Release of foreign currency translation reserve related to
disposal of equity securities (Note 12)
-
-
550
-
Total other comprehensive
income (loss), net of
taxes
10,515
( 22,438 )
17,788
( 12,079 )
Comprehensive income (loss)
14,146
( 54,866 )
16,644
( 49,357 )
(Less) Add comprehensive (loss) income
attributable to non-controlling interest
( 270 )
558
( 343 )
558
Comprehensive income (loss) attributable to
Lesaka
$
13,876
$
( 54,308 )
$
16,301
$
( 48,799 )
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Changes in Equity
5
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
For the three months ended December 31, 2024 (dollar amounts
in thousands)
Balance – October 1, 2024
(A)
89,865,751
$
83
( 25,563,808 )
$
( 289,733 )
64,301,943
$
346,016
$
302,616
$
( 177,868 )
$
181,114
$
-
$
181,114
$
79,429
Shares issued (Note 2 and Note 11)
17,279,803
17
-
-
17,279,803
73,239
73,256
73,256
9,528
Shares repurchased (Note 13)
( 2,733,557 )
( 12,586 )
( 2,733,557 )
-
( 12,586 )
( 12,586 )
Restricted stock granted (Note 13)
1,331,310
1,331,310
-
-
Exercise of stock options (Note 13)
17,014
1
17,014
51
52
52
Stock-based compensation charge
(Note 13)
-
2,655
2,655
2,655
Reversal of stock-based compensation
charge (Note 13)
( 37,221 )
( 37,221 )
( 11 )
( 11 )
( 11 )
Adumo non-controlling interest
acquired (Note 2)
-
-
-
7,586
7,586
Net loss
(A)
-
( 32,456 )
( 32,456 )
28
( 32,428 )
Dividends paid to non-controlling
interest
( 301 )
( 301 )
Other comprehensive loss (Note 12)
(A)
( 21,852 )
( 21,852 )
( 586 )
( 22,438 )
Balance – December 31, 2024
108,456,657
$
101
( 28,297,365 )
$
( 302,319 )
80,159,292
$
421,950
$
270,160
$
( 199,720 )
$
190,172
$
6,727
$
196,899
$
88,957
(A) Revised to correct the errors discussed in Note 1.
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Changes in Equity
6
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
For the six months ended December 31, 2024 (dollar
amounts in thousands)
Balance – July
1, 2024
(A)
89,836,051
$
83
( 25,563,808 )
$
( 289,733 )
64,272,243
$
343,639
$
307,466
$
( 188,227 )
$
173,228
$
-
$
173,228
$
79,429
Shares issued (Note 2 and Note 11)
17,279,803
17
-
-
17,279,803
73,239
73,256
73,256
9,528
Shares repurchased (Note 13)
-
-
( 2,733,557 )
( 12,586 )
( 2,733,557 )
( 12,586 )
( 12,586 )
Restricted stock granted (Note 13)
1,364,110
-
1,364,110
-
-
-
Exercise of stock options (Note 13)
17,014
1
17,014
51
52
52
Stock-based compensation charge
(Note 13)
-
5,032
5,032
5,032
Reversal of stock-based compensation
charge (Note 13)
( 40,321 )
-
( 40,321 )
( 11 )
( 11 )
( 11 )
Net loss
(A)
-
( 37,306 )
( 37,306 )
28
( 37,278 )
Dividends paid to non-controlling
interest
-
-
( 301 )
( 301 )
Other comprehensive loss (Note 12)
(A)
( 11,493 )
( 11,493 )
( 586 )
( 12,079 )
Balance – December 31, 2024
108,456,657
$
101
( 28,297,365 )
$
( 302,319 )
80,159,292
$
421,950
$
270,160
$
( 199,720 )
$
190,172
$
6,727
$
196,899
$
88,957
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial
Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Changes in Equity
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
For the three months ended December 31, 2025 (dollar amounts
in thousands)
Balance – October 1, 2025
(A)
111,397,943
$
103
( 29,934,044 )
$
( 298,523 )
81,463,899
$
428,811
$
214,067
$
( 178,543 )
$
165,915
$
6,914
$
172,829
$
88,957
Shares repurchased (Note 13)
-
( 70,133 )
( 271 )
( 70,133 )
( 271 )
( 271 )
Loss recognized related to issue of
shares included in treasury shares
(Note 2)
76,716
373
76,716
( 70 )
303
303
-
Restricted stock granted (Note 13)
631,000
631,000
-
-
Stock-based compensation charge
(Note 13)
-
-
1,996
1,996
1,996
Reversal of stock-based compensation
charge (Note 13)
( 270,540 )
( 270,540 )
( 51 )
( 51 )
( 51 )
Deconsolidation of Humble (Note 2)
( 306,767 )
( 1,211 )
( 306,767 )
-
( 1,211 )
( 43 )
( 1,254 )
Net Income (loss)
3,645
3,645
( 14 )
3,631
Other comprehensive income (Note
12)
10,235
10,235
280
10,515
Balance – December 31, 2025
111,758,403
$
103
( 30,234,228 )
$
( 299,632 )
81,524,175
$
430,686
$
217,712
$
( 168,308 )
$
180,561
$
7,137
$
187,698
$
88,957
(A) Revised to correct the errors discussed in Note 1.
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Changes in Equity
8
Lesaka Technologies, Inc. Shareholders
Number of
Shares
Amount
Number of
Treasury
Shares
Treasury
Shares
Number of
shares, net
of treasury
Addition
al Paid-
In
Capital
Retained
Earnings
Accumulated
other
comprehensiv
e loss
Total
Lesaka
Equity
Non-
controllin
g Interest
Total
Redeemabl
e common
stock
For the six months ended December 31, 2025 (dollar
amounts in thousands)
Balance – July 1,
2025
(A)
111,183,141
$
103
( 29,934,044 )
$
( 298,523 )
81,249,097
$
426,950
$
218,725
$
( 185,626 )
$
161,629
$
6,841
$
168,470
$
88,957
Shares repurchased (Note 13)
( 70,133 )
( 271 )
( 70,133 )
( 271 )
( 271 )
Loss recognized related to issue of
shares included in treasury shares
(Note 2)
76,716
373
76,716
( 70 )
303
303
Restricted stock granted
856,595
856,595
-
-
-
Stock-based compensation charge
(Note 13)
-
-
3,869
3,869
3,869
Reversal of stock-based compensation
charge (Note 13)
( 281,333 )
( 281,333 )
( 63 )
( 63 )
( 63 )
Deconsolidation of Humble (Note 2)
( 306,767 )
( 1,211 )
( 306,767 )
-
( 1,211 )
( 43 )
( 1,254 )
Net loss
(A)
( 1,013 )
( 1,013 )
( 131 )
( 1,144 )
Other comprehensive income (Note
12)
(A)
17,318
17,318
470
17,788
Balance – December 31, 2025
111,758,403
$
103
( 30,234,228 )
$
( 299,632 )
81,524,175
$
430,686
$
217,712
$
( 168,308 )
$
180,561
$
7,137
$
187,698
$
88,957
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial
Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
9
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
(In thousands)
(In thousands)
Cash flows from operating activities
Net income (loss)
(A)
$
3,631
$
( 32,428 )
$
( 1,144 )
$
( 37,278 )
Depreciation and amortization
13,568
8,223
26,462
14,499
Movement in allowance for doubtful accounts receivable
4,203
2,521
6,809
4,020
Fair value adjustment related to financial liabilities
36
( 454 )
35
( 264 )
Loss on disposal of equity securities (Note 6)
730
-
730
-
Loss on disposal of equity-accounted investments (Note 6)
-
161
584
161
Earnings from equity-accounted investments
( 110 )
( 50 )
( 110 )
( 77 )
Change in fair value of equity securities (Note 5 and 6)
( 2,971 )
33,731
( 2,971 )
33,731
Other income
( 3,883 )
-
( 3,883 )
-
Profit on disposal of property, plant and equipment
( 27 )
( 14 )
( 57 )
( 41 )
Movement in interest payable
( 61 )
1,864
( 168 )
3,557
Facility fee amortized
88
68
166
137
Stock-based compensation charge (Note 13)
1,945
2,644
3,806
5,021
Dividends received from equity-accounted investments
-
65
-
65
Increase in accounts receivable
( 11,452 )
( 11,988 )
( 12,682 )
( 4,295 )
Increase in finance loans receivable
( 22,678 )
( 8,325 )
( 29,581 )
( 9,915 )
(Increase) Decrease in inventory
( 3,949 )
( 4,560 )
1,199
( 5,449 )
Increase (Decrease) in accounts payable and other payables
(A)
12,855
8,457
12,622
( 8,412 )
(Decrease) Increase in taxes payable
( 422 )
( 153 )
90
612
Decrease in deferred taxes
( 2,419 )
( 8,928 )
( 3,900 )
( 9,374 )
Net cash used in operating activities
( 10,916 )
( 9,166 )
( 1,993 )
( 13,302 )
Cash flows from investing activities
Capital expenditures
( 3,922 )
( 6,318 )
( 7,902 )
( 10,283 )
Proceeds from disposal of property, plant and equipment
459
475
911
1,325
Acquisition of intangible assets
( 1,008 )
( 428 )
( 2,147 )
( 601 )
Acquisitions, net of cash acquired
( 345 )
( 3,957 )
( 345 )
( 3,957 )
Cash disposed on disposal of subsidiary
( 165 )
-
( 165 )
-
Investment in equity securities
( 250 )
-
( 250 )
-
Proceeds from disposal of equity securities (Note 6)
2,971
-
2,971
-
Net change in settlement assets
( 3,452 )
( 1,266 )
754
2,304
Net cash used in investing activities
( 5,712 )
( 11,494 )
( 6,173 )
( 11,212 )
Cash flows from financing activities
Proceeds from bank overdraft (Note 9)
20,535
48,855
48,509
72,748
Repayment of bank overdraft (Note 9)
( 12,440 )
( 4,512 )
( 53,101 )
( 35,540 )
Long-term borrowings utilized (Note 9)
1,266
12,903
4,029
13,677
Repayment of long-term borrowings (Note 9)
( 1,237 )
( 8,322 )
( 2,385 )
( 13,794 )
Acquisition of treasury stock (Note 13)
( 271 )
( 12,586 )
( 271 )
( 12,586 )
Proceeds from exercise of stock options
-
51
-
51
Guarantee fee
-
( 431 )
( 33 )
( 431 )
Dividends paid to non-controlling interest
-
( 301 )
-
( 301 )
Net change in settlement obligations
3,156
1,209
( 477 )
( 2,439 )
Net cash provided by (used in) financing activities
11,009
36,866
( 3,729 )
21,385
Effect of exchange rate changes on cash and cash equivalents
2,936
( 5,278 )
4,857
( 2,052 )
Net (decrease) increase in cash, cash equivalents and restricted cash
( 2,683 )
10,928
( 7,038 )
( 5,181 )
Cash, cash equivalents and restricted cash – beginning of period
72,284
49,809
76,639
65,918
Cash, cash equivalents and restricted cash – end of period (Note 15)
$
69,601
$
60,737
$
69,601
$
60,737
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements
10
LESAKA TECHNOLOGIES, INC
Notes to the Unaudited Condensed Consolidated Financial Statements
for the three and six months ended December 31, 2025 and 2024
(All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)
1.
Basis of Presentation and Summary of Significant Accounting
Policies
Unaudited Interim Financial Information
The accompanying
unaudited condensed
consolidated financial
statements include
all majority-owned
subsidiaries over
which
the Company exercises
control and have been
prepared in accordance with
U.S. generally accepted accounting
principles (“GAAP”)
and
the rules
and
regulations
of
the United
States Securities
and
Exchange
Commission
for
Quarterly Reports
on Form
10-Q
and
include all of
the information and
disclosures required
for interim financial
reporting. The results
of operations
for the three
and six
months ended December 31, 2025 and
2024, are not necessarily indicative
of the results for the full year.
The Company believes that
the disclosures are adequate to make the information presented not misleading.
These
unaudited
condensed
consolidated
financial
statements
should
be
read
in
conjunction
with
the
financial
statements,
accounting policies and financial notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year ended June
30,
2025.
In
the
opinion
of
management,
the
accompanying
unaudited
condensed
consolidated
financial
statements
reflect
all
adjustments (consisting only of normal recurring adjustments), which are necessary for a fair
representation of financial results for the
interim periods presented.
References to “Lesaka” are references
solely to Lesaka Technologies,
Inc. References to the “Company” refer
to Lesaka and its
consolidated subsidiaries, collectively,
unless the context otherwise requires.
Revision of Previously Issued Financial Statements
Understatement of cost and accumulated depreciation
for computer equipment
In October 2025, the Company
identified that it had understated
its June 30, 2025, amounts
of cost and accumulated depreciation
for
computer
equipment
as
well
as
the
totals
for
cost
and
accumulated
depreciation
by
$
6.5
million
in
the
notes
to
the
audited
consolidated
financial
statements
for
the
years
ended
June
30,
2025,
2024
and
2023.
The
carrying
value
of
property,
plant
and
equipment reported as
of June
30, 2025, was
not impacted by
the error. The Company has
recast its
accumulated depreciation presented
on the condensed consolidated balance sheet as of June 30, 2025, to increase
the amount from $
48,636
to $
55,086
.
The Company assessed the materiality of this error and change in presentation on prior period consolidated
financial statements
in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99“Materiality” and SAB No.
108, “Considering the Effects of Prior
Year
Misstatements
when
Quantifying
Misstatements
in
the
Current
Year
Financial
Statements.”
Based
on
this
assessment,
the
Company has concluded
that previously issued
financial statements were
not materially misstated
based upon overall
considerations
of both quantitative and qualitative factors.
Understatement of cost of goods sold, IT processing,
servicing and support due to incorrect claim of indirect
taxes
Subsequent to the issuance
of the Company’s
Quarterly Report on Form
10-Q for the three
months ended September
30, 2025,
it
determined
that
its
certain
indirect
taxes
had
not
been
accounted
for
correctly
in
its
consolidated
balance
sheet,
consolidated
statements of
operations,
consolidated
statement of
comprehensive
loss, consolidated
statement of
changes in
equity,
consolidated
statement of cash flows and
related notes to the
consolidated financial statements included in
previously filed Annual Reports on
Form
10-K and Quarterly Reports on Form 10-Q since June 30, 2022, and these filings were incorrect. In these previous filings, the amount
of
certain
indirect
taxes
were
incorrectly
claimed
in
monthly
indirect
tax
submission
to
the
taxing
authority
and
were
incorrectly
excluded
from
the Company’s
reported
cost of
goods
sold, IT
processing,
servicing
and support
in the
consolidated
statements of
operations
and
other
payables
and
retained
earnings
in
the
consolidated
balance
sheet.
The
corrected
presentation
in
the
revised
consolidated
financial
statements
includes
certain
indirect
taxes
in
cost
of
goods
sold,
IT processing,
servicing
and
support
in
the
consolidated statements of operations and other payables and retained
earnings in the consolidated balance sheet
The Company has
also determined that
it may also
be liable for
penalties and interest
related to the
indirect taxes not
paid in a
timely manner and has recorded the penalties in the selling,
general and administration expense and the interest in interest expense
in
the revised consolidated statements of operations.
The cumulative sum of the penalties and interest are included in other payables and
retained earnings in the revised consolidated balance sheet.
The Company has determined
that at this time
it is more likely
than not that it
will be unable to
claim an income tax
deduction
related to the error, however,
it is performing further analysis of
its tax position with its external tax advisors.
Therefore, there are no
income tax adjustments reflected in these condensed consolidated
financial statements related to the correction of this error.
11
1.
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Revision of Previously Issued Financial Statements (continued)
Understatement of cost
of goods sold,
IT processing, servicing and
support due to
incorrect claim of indirect taxes
(continued)
The Company assessed the materiality of this error and change in presentation on prior period consolidated
financial statements
in
accordance
with
SAB
No.
99“Materiality”
and
SAB
No.
108,
“Considering
the
Effects
of
Prior
Year
Misstatements
when
Quantifying
Misstatements in
the Current
Year
Financial Statements.”
Based on
this assessment,
the Company
has concluded
that
previously
issued
financial
statements
were
not
materially
misstated
based
upon
overall
considerations
of
both
quantitative
and
qualitative factors.
The Company
has revised the
previous presentations
on the condensed
consolidated statements
of operations
for the three
and
six months ended December
31, 2024, and corrected them
in this filing. The Company
has also included the impact
of the correction
for
the three
months ended
September
30, 2025,
in the
condensed
consolidated
statements of
operations
for the
six months
ended
December 31,
2025, included in
this filing. The
impact of
these revisions has
increased cost
of goods
sold, IT processing,
servicing
and support,
selling, general
and administration
expense and
interest expense,
and all
subtotals from
operating income
(loss) to
net
income (loss) attributable to Lesaka for the affected periods.
Specifically,
for the
six months ended
December 31, 2025,
Cost of goods
sold, IT processing,
servicing and
support increased
by
$
0.18
million,
Selling,
general
and
administration
expense
increased
by
$
0.06
million,
Operating
income
decreased
by
$
0.25
million, Interest
expense increased
by $
0.12
million, and
Net income
(loss) attributable
to Lesaka
decreased by
$
0.36
million, as
a
result of the correction
to amounts reported
for the three months
ended September 30,
2025. Basic and Diluted
loss per share for
the
six months ended December 31, 2025, were not impacted
by the correction to amounts reported for
the three months ended September
30, 2025.
The Company
has revised
the condensed
consolidated balance
sheet as
of June
30, 2025,
and corrected
it in
this filing
where
these amounts
are presented as
comparative prior
period amounts in
other payables and
retained earnings and
affected subtotals
and
totals.
The tables below present the impact of
the revisions to specific captions to
the Company’s condensed consolidated balance sheet
and condensed consolidated statement of operations for the periods
identified.
Condensed consolidated balance sheet
June 30, 2025
As reported
Correction
As revised
Other payables
$
72,079
$
3,956
$
76,035
Accumulated other comprehensive loss
( 185,664 )
38
( 185,626 )
Retained earnings
222,719
( 3,994 )
218,725
Condensed consolidated statement of operations
Three months ended December 31, 2024
As reported
Correction
As revised
(in thousands, except per share data)
Cost of goods sold, IT processing, servicing and support
$
130,696
$
170
$
130,866
Selling, general and administration
33,777
60
33,837
Interest expense
6,174
92
6,266
Basic income (loss) per share attributable to Lesaka shareholders
$
( 0.40 )
$
-
$
( 0.40 )
Diluted income (loss) per share attributable to Lesaka shareholders
$
( 0.40 )
$
-
$
( 0.40 )
Condensed consolidated statement of operations
Six months ended December 31, 2024
As reported
Correction
As revised
(in thousands, except per share data)
Cost of goods sold, IT processing, servicing and support
$
249,605
$
336
$
249,941
Selling, general and administration
58,976
118
59,094
Interest expense
11,206
176
11,382
Basic income (loss) per share attributable to Lesaka shareholders
$
( 0.51 )
$
( 0.01 )
$
( 0.52 )
Diluted income (loss) per share attributable to Lesaka shareholders
$
( 0.51 )
$
( 0.01 )
$
( 0.52 )
12
1.
Basis of Presentation and Summary of Significant Accounting
Policies (continued)
Recent accounting pronouncements adopted
In December 2023,
the Financial Accounting
Standards Board (“FASB”)
issued guidance regarding
Income Taxes
(Topic
740)
to improve income tax
disclosure requirements. The guidance
requires entities, on an
annual basis, to (1) disclose
specific categories
in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if
the effect of those reconciling items is equal to or greater than five percent of
the amount computed by multiplying pre-tax income or
loss by
the applicable
statutory income
tax rate).
This guidance
was effective
for the
Company beginning
July 1,
2025 for
its year
ended June 30, 2026.
Recent accounting pronouncements not yet adopted
as of December 31, 2025
In
November
2024,
the
FASB
issued
guidance
regarding
Income
Statement—Reporting
Comprehensive
Income—Expense
Disaggregation
Disclosures
(Subtopic
220-40)
which
requires
disaggregated
disclosure
of
income
statement
expenses
for
public
business entities. The guidance does not change the expense captions an
entity presents on the face of the income statement; rather,
it
requires
disaggregation
of
certain
expense
captions
into
specified
categories
in
disclosures
within
the
footnotes
to
the
financial
statements. This guidance is effective for the
Company beginning July 1, 2027. Early
adoption is permitted. The Company is
currently
assessing the impact of this guidance on its financial statements and related disclosures.
In
July
2025,
the
FASB
issued
guidance
regarding
Financial
Instruments-Credit
Losses
(Topic
326)
Measurement
of
Credit
Losses for Accounts Receivable and Contract Assets
which amends current guidance to provide a practical
expedient (for all entities)
and an accounting
policy election (for
all entities, other than
public business entities,
that elect the practical
expedient) related to
the
estimation of expected credit
losses for current accounts receivable
and current contract assets that
arise from transactions accounted
for under
Revenue From Contracts With
Customers (Topic
606).
This guidance is effective for
the Company beginning July 1, 2026,
and interim
reporting periods during
that fiscal year.
Early adoption
is permitted. The
Company is currently
assessing the impact
of
this guidance on its financial statements and related disclosures.
On
September
18,
2025,
the
FASB
issued
guidance
regarding
Intangibles—Goodwill
and
Other—
Internal-Use
Software
(Subtopic 350-40)
which amends certain
aspects of the
accounting for and
disclosure of software
costs under ASC
350-40. The new
guidance
makes
targeted
improvements
to
existing
guidance
but
does
not
fully
align
the
framework
for
accounting
for
internally
developed software
costs that
are subject
to ASC
350-40 with
the framework
applied to
software to
be sold
or marketed
externally
that is
subject to
guidance regarding
Costs of
Software to
Be Sold,
Leased, or
Marketed
(Subtopic ASC
985-20)
. The
new guidance
also does not amend the guidance
on costs of software licenses that
are within the scope of ASC 985
-20. The amendments supersede
the guidance
on website
development costs
in guidance
regarding
Website
Development Costs
(Subtopic ASC
350-50)
and relocate
that guidance,
along with the
recognition requirements
for development costs
specific to websites,
to ASC 350
-40. This guidance
is
effective for
the Company beginning
July 1, 2028,
and interim reporting
periods during that fiscal
year. Early
adoption is permitted.
Entities
may
apply
the
guidance
prospectively,
retrospectively,
or
via
a
modified
prospective
transition
method.
The
modified
prospective
transition
approach
would
allow
entities
to
account
for
an
in-process
project
that,
before
the
transition
date,
met
the
capitalization requirements but would no longer meet
the requirements for capitalization under the
new guidance by derecognizing the
capitalized costs for
that in-process project
through a
cumulative-effect adjustment
to the opening
balance of retained
earnings. The
Company is currently assessing the impact of this guidance on its financial
statements and related disclosures.
On December
8, 2025,
the FASB
issued guidance
regarding
Interim Reporting
(Topic
270)
which is
intended to
improve the
navigability
of the
guidance
in ASC
270
and clarify
when it
applies.
Under the
amendments, an
entity is
subject to
ASC 270
if
it
provides “interim financial
statements and notes
in accordance with
GAAP.” The updated guidance also
addresses the
form and content
of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes
a principle
under which an
entity must “disclose
events since the
end of the
last annual reporting
period that have
a material impact
on the entity.”
As the FASB
stated in the
proposed guidance and
reiterates in the ASU,
the amendments are
not intended to “change
the fundamental nature
of interim reporting
or expand or
reduce current interim
disclosure requirements.” This
guidance is effective
for the
Company beginning
July 1,
2028, and
interim reporting
periods during
that fiscal
year.
Early adoption
is permitted.
Entities
m
ay apply the guidance prospectively,
retrospectively, or via a modified
prospective transition method.
13
2.
Acquisitions
and Dispositions
Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the
year ended
June 30,
2025, for
additional information
regarding the
acquisition of
Recharger Proprietary
Limited (“Recharger”)
and
the proposed acquisition of Bank Zero Mutual Bank (“Bank Zero”) (which transaction
remains conditional).
The cash paid,
net of cash
received related
to the Company’s
acquisitions during
the six months
ended December
31, 2025,
is
summarized in the table below:
Total
Total cash paid
$
350
Less: cash acquired
5
Total cash paid, net
of cash received
$
345
2026 Proposed acquisitions of Bank Zero
On
June
26,
2025,
Lesaka
Technologies
Proprietary
Limited
(“Lesaka
SA”)
entered
into
a
Transaction
Implementation
Agreement (the
“Transaction
Implementation Agreement”)
with Zero
Research Proprietary
Limited (“Zero
Research”), Bank
Zero,
and other parties identified in Annexure
A to the Transaction Implementation
Agreement (being all of the shareholders of Bank
Zero
save
for
Zero
Research
and
Naught
Holdings
Ltd,
the
“Bank
Zero
Sellers”),
the
parties
listed
in
Annexure
B
to
the
Transaction
Implementation Agreement (being all
of the shareholders
of Zero Research
save for Naught
Holdings Ltd, the
“Zero Research Sellers”)
and Naught Holdings Ltd.
The Company incurred transaction-related expenditures of $
0.04
million and $
0.1
million during the three and six months ended
December 31, 2025, respectively,
related to the proposed acquisition of
Bank Zero. The Company’s
accruals presented in Note 10 of
as December 31,
2025, includes an
accrual of transaction related
expenditures of $
0.3
million and the
Company expects to
incur further
transaction costs of $
0.2
million during the 2026 fiscal year.
2026 Acquisitions
On November
10, 2025,
the Company,
through its
wholly
owned
subsidiary,
Prism Holdings
Proprietary
Limited
(“Prism”),
entered
into
a
Sale
of
Shares
Agreement
(the
“Atom
Purchase
Agreement”)
with
Gravaton
Investments
Proprietary
Limited
(“Gravaton”) and Atom Operations Proprietary Limited (“Atom”). Pursuant to the Atom Purchase Agreement and subject to its terms
and conditions, Prism agreed to
acquire, and Gravaton agreed
to sell, all of
the outstanding equity interests
in Atom for a
total purchase
consideration of
$
0.7
million which comprised
of $
0.4
million (ZAR
6.0
million, translated at
December 1, 2025
exchange rates)
in
cash and
76,716
shares of the Company’s
shares of common stock (which
had an aggregate value
of $
0.3
million (
76,716
multiplied
by
$
3.95
)
on closing).
The transaction
closed
on December
1, 2025.
The Company
did not
incur
any
significant
transaction
costs
related to this acquisition.
2025 Acquisitions
On November 19,
2024, the Company,
through Lesaka SA,
entered into a
Sale of Shares Agreement
(the “Recharger Purchase
Agreement”) with
Imtiaz Dhooma
(Recharger’s
former chief
executive officer)
and Ninety
Nine Proprietary
Limited (“the
Seller”).
Pursuant to
the Recharger
Purchase Agreement
and subject to
its terms and
conditions, Lesaka
SA agreed to
acquire, and
the Seller
agreed to sell, all of the outstanding equity interests in Recharger.
The transaction closed on March 3, 2025.
14
2.
Acquisitions and Dispositions (continued)
The
Company
completed
the
purchase
price
allocation
related
to
the
Recharger
acquisition
during
the
three
months
ended
September 30,
2025. There
were no
changes to
the Recharger
preliminary purchase
price allocation
as of
June 30,
2025. The
final
purchase
price
allocation
related
to
the
Recharger
acquisition,
translated
at
the
foreign
exchange
rates
applicable
on
the
date
of
acquisition, is provided in the table below:
Final purchase price allocation
Recharger
Cash and cash equivalents
$
1,720
Accounts receivable
17
Inventory
194
Property, plant and equipment
39
Operating lease right of use asset
401
Goodwill
3,614
Intangible assets
16,171
Deferred income taxes assets
81
Accounts payable
( 149 )
Other payables
( 1,439 )
Operating lease liability - current
( 185 )
Income taxes payable
( 4 )
Deferred income taxes liabilities
( 4,366 )
Operating lease liability - long-term
( 269 )
Fair value of assets and liabilities on acquisition
$
15,825
Transaction costs and certain compensation
costs
The Company
did not
incur any
transaction costs
related to
the Bank
Zero acquisition
during the
three and
six months
ended
December 31, 2024. The table
below presents transaction costs incurred
related to the acquisitions of Adumo
and Recharger,
and the
proposed acquisition of Bank Zero during the three and six months
ended December 31, 2025 and 2024:
Three months ended
December 31,
Six months ended
December 31,
2025
2024
2025
2024
Bank Zero transaction costs
$
44
$
-
$
126
$
-
Adumo transaction costs
3
-
3
1,702
Recharger transaction costs
(1)
-
222
12
250
Total
$
47
$
222
$
141
$
1,952
(1)
Recharger
transactions
costs for
the three
and
six months
ended
December 31,
2024, of
$
0.22
million and
$
0.25
million,
respectively, have been allocated from Selling, general and administration to
Transaction costs related to Adumo, Recharger and Bank
Zero
acquisitions
in the
unaudited condensed
consolidated
statement operations
for
the three
and
six months
ended December
31,
2025.
Pro forma results related
to acquisitions
Pro forma results of operations have not been presented for the
acquisition of Atom because the effect of this acquisition was not
material to the Company.
Since the closing of these
acquisitions, Atom has contributed
revenue and net income of
$
0.05
million and
$
( 0.01 )
million, respectively, for the six
months ended December 31, 2025.
15
2.
Acquisitions and Dispositions (continued)
Dispositions
2026
Dispositions
December 2025 disposal of Humble
On
December
1,
2025,
Adumo
(RF)
Proprietary
Limited,
a wholly
-owned
subsidiary
of the
Company,
disposed
of its
entire
investment in
Humble Software
Proprietary Limited
(“Humble”) and
received
306,767
shares of
the Company’s
common stock
as
consideration. The fair value of these
306,767
shares of the Company’s common stock on December 1, 2025, was $
1.2
million. These
shares have
been included in
the Company’s
treasury shares.
The table below
presents the impact
of the deconsolidation
of Humble
and the calculation of the net loss recognized on deconsolidation:
Deconsolidation of Humble
Humble
Fair value of consideration received
$
1,211
Add carrying value of noncontrolling interest on deconsolidation
47
Less: carrying value of Humble, comprising
1,988
Cash and cash equivalents
162
Accounts receivable, net
26
Inventory
10
Property, plant and equipment,
net
1
Goodwill
1,515
Intangible assets, net
63
Deferred income taxes assets
300
Accounts payable
( 4 )
Other payables
( 58 )
Income taxes payable
( 1 )
Released from accumulated other comprehensive income – foreign
currency translation reserve
( 26 )
Loss recognized on disposal, before transaction costs
( 730 )
Loss recognized on disposal, before tax
( 730 )
Taxes related to gain
recognized on disposal
-
Tax benefit related
to loss recognized on disposal
(1)
-
Release of valuation allowance
(1)
-
Loss recognized on disposal, after tax
$
( 730 )
(1)The Company incurred a capital loss of $
0.04
million. The Company recorded a valuation allowance of $
0.04
million related
to the capital loss generated.
16
3.
Accounts receivable, net and other receivables and
finance loans receivable, net
Accounts receivable, net and other receivables
The Company’s accounts receivable,
net, and other receivables as of December 31, 2025, and June 30, 2025, are presented in
the table below:
December 31,
June 30,
2025
2025
Accounts receivable, trade, net
$
23,247
$
16,433
Accounts receivable, trade, gross
25,503
18,186
Less: Allowance for doubtful accounts receivable, end of period
2,256
1,753
Beginning of period
1,753
1,241
Reversed to statement of operations
( 189 )
( 521 )
Charged to statement of operations
869
1,856
Write-offs
( 310 )
( 847 )
Deconsolidation
( 4 )
-
Foreign currency adjustment
137
24
Current portion of amount outstanding related to sale of interest in Carbon,
net of
allowance: December 2025: $
750
; June 2025: $
750
-
-
Other receivables
34,997
26,092
Total accounts receivable,
net and other receivables
$
58,244
$
42,525
Trade receivables include amounts
due from customers
which generally have
a very short-term
life from
date of invoice
or service
provided to settlement. The duration
is less than a year in all cases and
generally less than 30 days in many
instances. The short-term
nature
of
these
exposures
often
results
in
balances
at
month-end
that
are
disproportionately
small
compared
to
the
total
invoiced
amounts.
The
month-end
outstanding
balances
are
more
volatile
than
the
monthly
invoice
amounts
because
they
are
affected
by
operational timing issues and
the fact that a balance
is outstanding at month-end
is not necessarily an indication
of increased risk but
rather a matter of operational timing.
Credit risk in respect of trade receivables
is generally not significant and the
Company has not developed a sophisticated
model
for these basic
credit exposures. The
Company determined to
use a lifetime
loss rate by
expressing write-off experience as
a percentage
of corresponding
invoice amounts
(as opposed
to outstanding
balances). The
allowance for credit
losses related to
these receivables
has
been
calculated
by
multiplying
the
lifetime
loss
rate
with
recent
invoice/origination
amounts.
Management
actively
monitors
performance of these receivables over
short periods of time. Different
balances have different rules to
identify an account in distress.
Once balances
in distress are
identified, specific
allowances are immediately
created. Subsequent
recovery from distressed
accounts
is not significant.
O
ther receivables include prepayments, deposits, income taxes receivable and
other receivables.
17
3.
Accounts receivable, net and other receivables and
finance loans receivable, net (continued)
Finance loans receivable, net
The Company’s finance
loans receivable, net, as of December 31, 2025, and June 30, 2025, is presented
in the table below:
December 31,
June 30,
2025
2025
Microlending finance loans receivable, net
$
82,250
$
52,492
Microlending finance loans receivable, gross
88,010
56,140
Less: Allowance for doubtful finance loans receivable, end of period
5,760
3,648
Beginning of period
3,648
1,947
Reversed to statement of operations
-
( 161 )
Charged to statement of operations
4,881
4,301
Write-offs
( 3,113 )
( 2,499 )
Foreign currency adjustment
344
60
Merchant finance loans receivable, net
21,343
21,618
Merchant finance loans receivable, gross
24,121
23,214
Less: Allowance for doubtful finance loans receivable, end of period
2,778
1,596
Beginning of period
1,596
2,697
Reversed to statement of operations
( 117 )
( 22 )
Charged to statement of operations
1,365
2,576
Write-offs
( 229 )
( 3,709 )
Foreign currency adjustment
163
54
Total finance
loans receivable, net
$
103,593
$
74,110
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 with an aggregate balance
of $
20.5
million as of December 31, 2025 have been pledged as
security for the Company’s
revolving credit facility (refer to Note 9).
Allowance for credit losses
Microlending finance loans receivable
Microlending finance loans receivable is related to the Company’s
microlending operations in South Africa whereby it provides
unsecured short-term loans to qualifying customers. Loans to customers
have a tenor of up to nine months, with the majority of loans
originated having
a tenor of
six months.
The Company
analyses this lending
book as a
single portfolio
because the
loans within the
portfolio have similar characteristics and management uses similar processes to monitor and assess
the credit risk of the lending book.
Refer to Note 5 related to the Company risk management process related to
these receivables.
The Company has operated this lending book for more than
five years
and uses historical default experience over the lifetime of
loans in order
to calculate a
lifetime loss rate
for the lending
book. The allowance for
credit losses related
to these microlending finance
loans receivables
is calculated
by multiplying
the lifetime
loss rate
with the
month end
outstanding lending
book. The
lifetime loss
rate as of each of June 30,
2025 and December 31, 2025,
was
6.50
%. The performing component (that
is, outstanding loan payments
not in
arrears) of
the book
exceeds more
than
98
%, of
the outstanding
lending book
as of each
of June
30, 2025
and December
31,
2025.
Merchant finance loans receivable
Merchant finance loans
receivable is related
to the Company’s
Merchant lending activities
in South Africa
whereby it provides
unsecured
short-term loans
to qualifying
customers. Loans
to customers
have a
tenor of
up to
twelve months,
with the
majority of
loans originated having a tenor of approximately eight months. The Company analyses this lending book as a single portfolio because
the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk
o
f the lending book. Refer to Note 5 related to the Company risk management
process related to these receivables.
18
3.
Accounts receivable, net and other receivables and
finance loans receivable, net (continued)
Finance loans receivable, net (continued)
Allowance for credit losses (continued)
Merchant finance loans receivable (continued)
The Company uses historical default
experience over the lifetime of loans generated
thus far in order to calculate a lifetime
loss
rate for the lending
book. The allowance
for credit losses related
to these merchant
finance loans receivables
is calculated by adding
together actual receivables in default plus
multiplying the lifetime loss rate
with the month-end outstanding lending book.
The lifetime
loss
rate
as
of
each
of
June
30,
2025
and
December
31,
2025,
was
approximately
1.14
%.
The
performing
component
(that
is,
outstanding loan
payments not
in arrears),
under-performing
component (that
is, outstanding
loan payments
that are
in arrears)
and
non-performing
component
(that
is,
outstanding
loans
for
which
payments
appeared
to
have
ceased)
of
the
book
represents
approximately
95
%,
4
% and
1
%, respectively, of the outstanding lending
book as of
June 30, 2025.
The performing component, under-
performing component and non-performing
component of the book represents
approximately
88
%,
11
% and
1
%, respectively,
of the
outstanding lending book as of December 31, 2025.
4.
Inventory
The Company’s inventory
comprised the following categories as of December 31, 2025, and June 30, 2025:
December 31,
June 30,
2025
2025
Raw materials
$
2,627
$
2,963
Work-in-progress
288
293
Finished goods
22,183
20,295
$
25,098
$
23,551
5.
Fair value of financial instruments
Initial recognition and measurement
Financial instruments
are recognized
when the
Company becomes
a party
to the
transaction. Initial
measurements are
at cost,
which includes transaction costs.
Risk management
The Company manages its exposure
to currency exchange, translation, interest rate,
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 vaults, 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.
19
5.
Fair value of financial instruments (continued)
Risk management (continued)
Interest rate risk
As a result of its
normal borrowing activities, the Company’s operating results are exposed to fluctuations in
interest rates, which
it
manages
primarily
through
regular
financing
activities.
Interest
rates
in
South
Africa
have
been
trending
downwards
in
recent
quarters and as of the date of this Quarterly Report, are expected to decline
by a further 25 basis points in the first quarter of calendar
2026 and stabilize
at that level
for the remainder of
that year. Therefore, ignoring the
impact of changes
to the margin on
its borrowings
(refer
to
Note
9)
and
value
of
borrowings
outstanding,
the
Company
expects
its
cost
of
borrowing
to
decline
moderately
in
the
foreseeable future, however, the Company would expect a higher cost of borrowing if interest rates were to increase in the future. 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.
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 certain
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. 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
from time
to time.
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.
20
5.
Fair value of financial instruments (continued)
Financial instruments
The following
section describes
the valuation
methodologies the
Company uses
to measure
its significant
financial assets
and
liabilities at fair value.
In general, and where applicable, the Company uses quoted prices in
active markets for identical assets or liabilities
to determine
fair value.
This pricing
methodology would
apply to
Level 1
investments. If quoted
prices in
active markets
for identical
assets or
liabilities are
not available
to determine
fair value,
then the
Company uses
quoted
prices for
similar assets
and
liabilities or
inputs
other
than
the
quoted
prices
that
are
observable
either
directly
or
indirectly. These
investments
would
be included
in
Level
2
investments. In
circumstances
in
which
inputs
are
generally
unobservable,
values
typically
reflect
management’s
estimates
of
assumptions that market participants would use in pricing the asset or liability.
The fair values are therefore determined using model-
based techniques that include
option pricing models, discounted
cash flow models, and
similar techniques. Investments
valued using
such techniques are included in Level 3 investments.
Asset measured at fair value using significant unobservable inputs – investment
in Cell C
The Company
held
75,000,000
class “A” shares
in Cell
C Limited
(“Cell C”), a
significant mobile
telecoms provider
in South
Africa.
In November 2025,
Cell C completed a
restructuring process in anticipation
of its listing on
the securities exchange
operated
by the JSE Limited. Under this process, a new holding company,
Cell C Holdings Limited (“Cell C Listco”), was established for Cell
C, with a transaction
step including the transfer
of shares in Cell
C by its existing
shareholders to Cell C
Listco in exchange
for Cell
C Listco issuing shares to
the existing Cell C shareholders
(the “Flip-up”). The
Company exchanged its
75,000,000
class “A” shares
in Cell C for
76,590
shares in Cell C Listco. Cell C Listco listed on November 23, 2025.
On October 31, 2025, in considering the proposed restructure
and listing of Cell C Listco, Lesaka SA entered into an
agreement
with The
Prepaid Company
Proprietary Limited
(“TPC”) to
dispose of
its shares
in Cell
C (or,
after the
Flip-up is
implemented, its
shares in Cell C Listco) (“Relevant Shares”), if certain conditions are met. Under the
terms of the agreement, if:
●
the listing
occurred by
November 30,
2025, and
the value
of Lesaka
SA’s
shares in
Cell C
was less
than ZAR
50
million,
then Lesaka SA could choose to either hold the shares, or sell the Relevant Shares to TPC for a purchase price equal to ZAR
50
million; or
●
the listing did
not occur by
November 30, 2025
(or, earlier
than this date,
it is determined
that the listing
will not proceed),
then Lesaka SA
could sell the Relevant
Shares to TPC for
ZAR
35
million. If, after
this sale and before
April 30, 2026, the
Listing occurs and the
list price per share
(“A”) is more than the
price paid to Lesaka
SA per Relevant Share
(the aggregate
ZAR
35
million) (“B”), then TPC shall pay an amount equal to the difference between A and B, multiplied by the number of
Relevant Shares to Lesaka SA as a top-up to the purchase consideration.
The value of Lesaka SA’s
shares in Cell C Listco was less than ZAR
50
million on listing and Lesaka SA elected to sell its Cell
C Listco shares to TPC for ZAR
50
million ($
3.0
million) and received the cash proceeds in December 2025.
The
Company’s
Level
3
asset
represented
an
investment
of
75,000,000
class
“A”
shares
in
Cell
C.
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, 2025,
and valued Cell C
at $
0.0
(zero) as of June
30, 2025. The Company
assumed that Cell C’s
deferred tax assets would
be utilized over
the forecast period. The Company has assumed a marketability discount of
15
% as of June 2025 and a minority discount of
17
%. The
Company utilized the latest business plan provided
by Cell C management for the period ended May 31, 2030,
for the June 30, 2025,
valuation.
The following key valuation inputs were used as of June 30, 2025:
Weighted Average
Cost of Capital ("WACC"):
24
%
Long term growth rate:
4.5
%
Marketability discount:
15
%
Minority discount:
17
%
Net adjusted external debt - June 30, 2025:
(1)
ZAR
8.3
billion ($
0.5
billion), no lease liabilities included
(1) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2025.
21
5.
Fair value of financial instruments (continued)
The following table
presents the
Company’s assets measured at
fair value on
a recurring
basis as
of December 31,
2025, 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
Related to insurance
business:
$
$
$
$
Cash, cash equivalents and
restricted cash (included
in other long-term assets)
136
-
-
136
Fixed maturity
investments (included in
cash and cash equivalents)
6,793
-
-
6,793
Total assets at fair value
$
6,929
$
-
$
-
$
6,929
The following table presents the
Company’s assets measured
at fair value on a recurring basis as of
June 30, 2025, 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)
125
-
-
125
Fixed maturity investments
(included in cash and cash
equivalents)
4,739
-
-
4,739
Total assets at fair value
$
4,864
$
-
$
-
$
4,864
During the three and six
months ended December 31,
2025, respectively, the Company transferred its investment in
Cell C Listco
out
of
Level
3
following
the
disposal
of
these
equity
securities.
During
the
three
and
six
months
ended
December
31,
2025,
respectively,
the Company recorded an
increase in the carrying
value of its investment
in Cell C Listco
prior to the disposal
of these
equity securities.
There were
no
transfers in or out of Level 3 during the three and six months ended December 31, 2024. There was
no
movement
in the
carrying value
of assets
measured at
fair value
on a
recurring basis,
and categorized
within Level
3, during
the three
and six
months ended December 31, 2024.
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 six months ended December 31, 2025:
Carrying value
Assets
Balance as of June 30, 2025
$
-
Gain on fair value re-measurement
2,971
Disposal of investment in Cell C
( 2,971 )
Foreign currency adjustment
(1)
-
Balance as of December 31, 2025
$
-
(1) The foreign currency adjustment represents the effects of the fluctuations of the
South African rand against the U.S. dollar on
t
he carrying value.
22
5.
Fair value of financial instruments (continued)
Summarized below is the movement in the carrying value
of assets and liabilities measured at fair value on
a recurring basis, and
categorized within Level 3, during the six months ended December 31, 2024:
Carrying value
Assets
Balance as of June 30, 2024
$
-
Foreign currency adjustment
(1)
-
Balance as of December 31, 2024
$
-
(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.
Assets measured at fair value on a nonrecurring basis
The Company
measures equity
investments without
readily determinable
fair values
at fair value
on a
nonrecurring basis.
The
fair values of
these investments
are determined
based on
valuation techniques
using the best
information available
and may include
quoted market prices, market comparables, and discounted cash flow
projections. An impairment charge is recorded when the cost
of
the
asset
exceeds
its
fair
value
and
the
excess
is
determined
to
be
other-than-temporary.
The
Company
has
no
liabilities
that
are
measured at fair value on a nonrecurring basis.
6.
Equity-accounted investments and other long-term assets
Refer to Note 9 to the Company’s audited consolidated
financial statements included in its Annual Report on Form 10-K for the
year ended June 30, 2025, for additional information regarding its equity
-accounted investments and other long-term assets.
Equity-accounted investments
The Company’s
ownership percentage in its equity-accounted
investments as of December 31,
2025, and June 30, 2025, was as
follows:
December 31,
June 30,
2025
2025
Sandulela Technology
(Proprietary) Limited (“Sandulela”)
49.0
%
49.0
%
SmartSwitch Namibia (Proprietary) Limited (“SmartSwitch Namibia”)
50.0
%
50.0
%
SmartSwitch Namibia
The
Company
recorded
a
loss
on
impairment
of
equity-accounted
investment
of
$
0.6
million
during
the
six
months
ended
December 31, 2025, which primarily includes the release of accumulated
other comprehensive loss (refer to Note 12).
Other long-term assets
Summarized below is the breakdown of other long-term assets as of December
31, 2025, and June 30, 2025:
December 31,
June 30,
2025
2025
Total equity investments
$
250
$
-
Investment in Cell C (June 30, 2025:
5
%) at fair value (Note 5)
(1)
-
-
Investment in
10
% of Cowdi at fair value
(2)
250
-
Investment in
87.5
% of CPS (June 30, 2025:
87.5
%) at fair value
(2)(3)
-
-
Policy holder assets under investment contracts (Note 8)
136
125
Reinsurance assets under insurance contracts (Note 8)
2,020
1,837
Other long-term assets
1,975
1,847
Total other long-term
assets
$
4,381
$
3,809
(1) The Company disposed of its entire shareholding in Cell C in December
2025, refer to Note 5 for additional information.
(2) The Company determined
that Cowdi and CPS do
not have a readily
determinable fair value and
therefore elected to record
its 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.
(
3) On October 16,
2020, the High Court of
South Africa, Gauteng Division, Pretoria
ordered that CPS be
placed into liquidation.
23
6.
Equity-accounted investments and other long-term assets (continued)
Other long-term assets (continued)
During
the three
and six
months ended
December
31, 2025,
the Company
invested
$
0.3
million
to acquire
a
10
% interest
in
Cowdi Limited (“Cowdi”), an entity incorporated in England and Wales,
with operations through a Kenyan wholly-owned subsidiary
offering digital
loans to customers
in that country.
The Company also
extended a $
0.75
million credit facility
to Cowdi. The
facility
was undrawn as of December 31, 2025.
The Company previously owned
6,215,620
equity shares of One MobiKwik
Systems Limited (“MobiKwik”). MobiKwik
listed
on
the
National
Stock
Exchange
of
India
(“NSE”)
on
December
18,
2024.
Up
until
its
listing
MobiKwik
did
not
have
a
readily
determinable fair
value and
the Company
elected to
measure its
investment in
MobiKwik 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 (“cost plus or minus changes
in observable prices equity securities”).
From the date of MobiKwik’s
listing, the Company used
MobiKwik’s
closing
price
reported
on
the
NSE
on
the
last
trading
day
related
to
last
day
of
the
Company’s
reporting
period
to
determine the fair value
of the equity securities
owned by the Company.
The Company determined
a fair value per
MobiKwik share
of $
6.85
(INR
586.15
per share
at the
USD: INR
exchange rates applicable
as of
December 31, 2024).
The Company used
this valuation
as the
basis for
its adjustment
to decrease
the carrying
value of
its investment
in MobiKwik
by $
33.7
million from
$
76.3
million to
$
42.6
million as of December 31,
2024. The change in the
fair value of MobiKwik for
the three and six months ended
December 31,
2024, of $
33.7
million, is included in the
caption “Change in fair
value of equity securities”
in the consolidated statement of
operations
for the three and six months ended December 31, 2024. The Company disposed of its entire shareholding in MobiKwik in June 2025.
Summarized below
are the components
of the Company’s
equity securities without
readily determinable
fair value and
held to
maturity investments as of December 31, 2025:
Cost basis
Unrealized
holding
Unrealized
holding
Carrying
gains
losses
value
Equity securities:
Investment in Cowdi
$
250
$
-
$
-
$
250
Investment in CPS
-
-
-
-
Total
$
250
$
-
$
-
$
250
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, 2025:
Cost basis
Unrealized
holding
Unrealized
holding
Carrying
gains
losses
value
Equity securities:
Investment in CPS
$
-
$
-
$
-
$
-
Held to maturity:
Investment in Cedar Cellular notes
-
-
-
-
24
7.
Goodwill and intangible assets, net
Goodwill
Summarized below is the movement in the carrying value of goodwill
for the six months ended December 31, 2025:
Gross value
Accumulated
impairment
Carrying
value
Balance as of June 30, 2025
$
236,109
$
( 36,714 )
$
199,395
Deconsolidation of Humble (Note 2)
( 1,515 )
-
( 1,515 )
Foreign currency adjustment
(1)
16,194
( 2,188 )
14,006
Balance as of December 31, 2025
$
250,788
$
( 38,902 )
$
211,886
(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.
Goodwill has been allocated to the Company’s
reportable segments as follows:
Merchant
Consumer
Enterprise
Carrying
value
Balance as of June 30, 2025
$
179,634
$
6,027
$
13,734
$
199,395
Deconsolidation of Humble (Note 2)
( 1,515 )
-
-
( 1,515 )
Foreign currency adjustment
(1)
12,609
426
971
14,006
Balance as of December 31, 2025
$
190,728
$
6,453
$
14,705
$
211,886
(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.
Intangible assets, net
Carrying value and amortization of intangible assets
Summarized below is
the carrying value
and accumulated amortization
of intangible assets as
of December 31,
2025, and June
30, 2025:
As of December 31, 2025
As of June 30, 2025
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Finite-lived intangible assets:
Software, integrated
platform and unpatented
technology
$
149,178
$
( 52,905 )
$
96,273
$
137,099
$
( 41,925 )
$
95,174
Customer relationships
57,248
( 22,842 )
34,406
53,369
( 18,568 )
34,801
Brands and trademarks
(1)
19,523
( 18,539 )
984
18,233
( 8,993 )
9,240
FTS patent
2,311
( 2,311 )
-
2,158
( 2,158 )
-
Total finite-lived
intangible
assets
$
228,260
$
( 96,597 )
$
131,663
$
210,859
$
( 71,644 )
$
139,215
(1)
During
early
calendar
2025,
the
Company’s
executive
considered
the
unification
of
the
Company’s
merchant
segments
operations
and
the
realignment
of
the
Company’s
brands
under
the
master
brand
“Lesaka”.
The
Company’s
Board
of
Directors
approved the realignment of certain of the Company’s brands to the master brand in May 2025. The Company has identified the steps
and
timing
to realign
the affected
brands
under the
master brand
and expects
to have
complete alignment
by February
2027,
with
certain brands aligned in December
2025. The change in
brands has resulted in
a change in
the useful lives of
certain of the Company’s
brand
and
trademark
intangible
assets
which
has
resulted
in
an
increase
(excluding
the
impact
on
Adumo
and
GAAP
brands)
in
amortization expense of
$
3.2
million and $
6.3
million during the three
and six months ended
December 31, 2025 compared
with the
three and six months ended December 31, 2024. The
change in the useful lives resulted in a $
2.3
million and $
4.6
million increase in
the Company’s
net loss from continuing operations
for the three and six
months ended December 31, 2025,
respectively, and
did not
h
ave a significant impact on earnings (loss) per share. The change did not impact prior periods.
25
7.
Goodwill and intangible assets, net (continued)
Intangible assets, net (continued)
Aggregate amortization
expense on the
finite-lived intangible
assets for the
three months
ended December
31, 2025 and
2024,
was $
9.8
million and $
4.9
million, respectively. Aggregate amortization expense on the
finite-lived intangible assets for
the six months
ended December 31, 2025 and 2024,
was $
18.9
million and $
8.8
million, respectively.
Future estimated annual amortization expense
for the next
five fiscal years
and thereafter,
assuming exchange
rates that prevailed
on December
31, 2025, 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 2026 (excluding six months ended December 31, 2025)
$
12,527
Fiscal 2027
22,780
Fiscal 2028
22,316
Fiscal 2029
21,164
Fiscal 2030
19,697
Thereafter
33,179
Total future
estimated annual amortization expense
$
131,663
8.
Assets and policyholder liabilities under insurance and investment
contracts
Reinsurance assets and policyholder liabilities under insurance contracts
Summarized below
is the
movement in
reinsurance assets
and policyholder
liabilities under
insurance contracts
during the
six
months ended December 31, 2025:
Reinsurance
Assets
(1)
Insurance
contracts
(2)
Balance as of June 30, 2025
$
1,837
$
( 2,644 )
Increase in policyholder benefits under insurance contracts
177
( 6,055 )
Claims and decrease in policyholders’ benefits under insurance contracts
( 126 )
5,939
Foreign currency adjustment
(3)
132
( 193 )
Balance as of December 31, 2025
$
2,020
$
( 2,953 )
(1) Included in other long-term assets (refer to Note 6);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however,
if the reinsurer is unable
to meet its obligations, the
Company retains the liability.
The value of insurance
contract liabilities is based
on the best estimate assumptions of future experience plus prescribed
margins, as required in the markets in which these
products are
offered,
namely South
Africa. The
process of
deriving the
best estimate
assumptions plus
prescribed margins
includes assumptions
related to claim reporting delays (based on average industry experience).
Assets and policyholder liabilities under investment contracts
Summarized below is the movement
in assets and policyholder
liabilities under investment contracts during
the six months ended
December 31, 2025:
Assets
(1)
Investment
contracts
(2)
Balance as of June 30, 2025
$
133
$
( 125 )
Increase in policy holder benefits under investment contracts
3
( 3 )
Foreign currency adjustment
(3)
-
( 8 )
Balance as of December 31, 2025
$
136
$
( 136 )
(1) Included in other long-term assets (refer to Note 6);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
The Company does not offer any investment products with
guarantees related to capital or returns.
26
9.
Borrowings
Refer to
Note 12
to the
Company’s
audited consolidated
financial statements
included in
its Annual
Report on
Form 10-K
for
the year ended June 30, 2025, for additional information regarding
its borrowings.
Reference rate reform
After the
transition
away from
certain
interbank
offered
rates in
foreign
jurisdictions
(“IBOR reform”),
the reforms
to South
Africa’s
reference interest
rate are now
accelerating rapidly.
The Johannesburg
Interbank Average
Rate (“JIBAR”)
will be replaced
by the new South African Overnight Index Average (“ZARONIA”). Certain of the Company’s
borrowings reference JIBAR as a base
interest rate. ZARONIA
reflects the
interest rate at
which rand-denominated
overnight wholesale
funds are
obtained by commercial
banks. There
is uncertainty
surrounding the
timing and
manner in
which the
transition would
occur and
how this
would affect
our
borrowings. The
Company is in
regular contact
with its lenders
and will update
existing borrowing
agreements to the
new base
rate
when ZARONIA is adopted by the financial industry and lenders as the new
reference rate.
South Africa
The JIBAR,
an average
of 3
month negotiable
certificates of
deposit (“NCD”)
rates, on
December 31,
2025, was
6.75
%. The
prime rate, the benchmark rate at which private sector banks lend to the public
in South Africa, on December 31, 2025, was
10.25
%.
Movement in short-term credit facilities
Summarized below are the Company’s short-term facilities as
of December 31, 2025, and
the movement in the Company’s short-
term facilities from as of June 30, 2025 to as of December 31, 2025:
RMB
RMB
Nedbank
GBF
Other
Facilities
Total
Short-term facilities available as of December 31, 2025
$
42,267
$
6,073
$
9,441
$
57,781
Overdraft
42,267
-
-
42,267
Indirect and derivative facilities
-
6,073
9,441
15,514
Movement in utilized overdraft facilities:
No restrictions as to use
24,469
-
-
24,469
Balance as of June 30, 2025
24,469
-
-
24,469
Utilized
48,509
-
-
48,509
Repaid
( 53,101 )
-
-
( 53,101 )
Foreign currency adjustment
(1)
1,456
-
-
1,456
Balance as of December 31, 2025
21,333
-
-
21,333
No restrictions as to use
$
21,333
$
-
$
-
$
21,333
Interest rate as of December 31, 2025 (%)
(2)
9.75
N/A
N/A
Interest rate as of June 30, 2025 (%)
(2)
10.25
N/A
N/A
Movement in utilized indirect and derivative facilities:
Balance as of June 30, 2025
$
-
$
1,864
$
119
$
1,983
Guarantees cancelled
-
( 1,611 )
-
( 1,611 )
Utilized
-
1,536
-
1,536
Foreign currency adjustment
(1)
-
128
8
136
Balance as of December 31, 2025
$
-
$
1,917
$
127
$
2,044
(1) Represents the effects of the fluctuations between the
ZAR and the U.S. dollar.
(2) RMB GBF interest is set at prime less
0.50
%.
Interest expense incurred under
the Company’s South African short-term borrowings
and included in
the caption interest
expense
on the condensed consolidated statement of operations during the three months ended December 31, 2025 and 2024, was $
0.8
million
and $
0.6
million, respectively.
Interest expense incurred
under the Company’s
South African short-term
borrowings and included
in
the caption interest
expense on the condensed
consolidated statement of
operations during the
six months ended
December 31, 2025
and 2024, was $
1.3
million and $
2.4
million, respectively.
The
Company
cancelled
Adumo’s
overdraft
arrangements
on
October
1,
2024,
and
settled
Adumo’s
outstanding
overdraft
balance of ZAR
20.0
million ($
1.1
million) on the
same day.
The repayment is
included in the
caption repayment
of bank overdraft
included on the Company’s unaudited condensed consolidated statements of cash flows for the three and six months ended December
3
1, 2024.
27
9.
Borrowings (continued)
Movement in long-term borrowings
Summarized below
is the
movement in
the Company’s
long-term borrowing
from as
of June
30, 2025
to as
of December
31,
2025:
Facilities
Lesaka A
Lesaka B
Asset
backed
CCC
Total
Included in current
$
-
$
8,448
$
3,508
$
-
$
11,956
Included in long-term
120,375
47,873
3,671
16,894
188,813
Opening balance as of June 30, 2025
120,375
56,321
7,179
16,894
200,769
Facilities utilized
-
-
3,057
972
4,029
Facilities repaid
-
-
( 2,385 )
-
( 2,385 )
Non-refundable fees paid
-
-
-
( 33 )
( 33 )
Non-refundable fees amortized
152
-
5
12
169
Foreign currency adjustment
(1)
8,520
3,983
533
1,242
14,278
Closing balance as of December 31, 2025
129,047
60,304
8,389
19,087
216,827
Included in current
-
9,046
3,979
-
13,025
Included in long-term
129,047
51,258
4,410
19,087
203,802
Unamortized fees
( 951 )
-
-
( 23 )
( 974 )
Due within 2 years
-
12,061
2,518
-
14,579
Due within 3 years
-
18,091
1,530
19,110
38,731
Due within 4 years
129,998
21,106
362
-
151,466
Due within 5 years
$
-
$
-
$
-
$
-
$
-
Interest rates as of December 31, 2025 (%):
10.00
9.90
11.00
10.15
Base rate (%)
6.75
6.75
10.25
10.25
Margin (%)
3.25
3.15
0.75
( 0.10 )
(2)
(3)
(4)
(5)
Interest rates as of June 30, 2025 (%):
10.54
10.44
11.50
11.70
Base rate (%)
7.29
7.29
10.75
10.75
Margin (%)
3.25
3.15
0.75
0.95
Footnote number
(2)
(3)
(4)
(6)
(1) Represents the effects of the fluctuations between the ZAR and the
U.S. dollar.
(2) Interest
on Facility
A and Facility
B is based
on the JIBAR
in effect
from time
to time
plus an
initial margin
of
3.25
% per
annum until
June 30,
2025. From
July 1,
2025, the
margin on
Facility A
is determined
with reference
to the
Net Debt
to EBITDA
Ratio, and the
margin will be either
(i)
3.25
%, if the Net
Debt to EBITDA Ratio
is greater than or
equal to 2.5 times;
or (ii)
2.5
%, if
the Net Debt to EBITDA Ratio is less than 2.5 times.
(3) Interest on
Facility B is calculated
based on JIBAR from
time to time plus
an initial margin
of
3.15
% per annum
until June
30, 2025. From July 1, 2025, the margin on Facility B is determined with reference to the Net Debt to EBITDA Ratio, and the margin
will be either (i)
3.15
%, if the Net
Debt to EBITDA Ratio is greater than
or equal to 2.5 times;
or (ii)
2.4
%, if the Net Debt
to EBITDA
Ratio is less than 2.5 times.
(4) Interest is charged at prime plus
0.75
% per annum on the utilized balance.
(5) Interest is charged at prime less 0.10% per annum on
the utilized balance.
(6) Interest is charged at prime plus
0.95
% per annum on the utilized balance.
Interest expense incurred under the Company’s South African long-term borrowings and included in the
caption interest expense
on the condensed consolidated statement of operations during the three months ended December 31, 2025 and 2024, was $
3.7
million
and $
4.2
million, respectively.
Prepaid facility fees
amortized included
in interest expense
during the three
months ended December
31, 2025 and 2024, respectively,
were $
0.1
million and $
0.1
million, respectively.
Interest expense incurred under the Company’s South African long-term borrowings and included in the
caption interest expense
on the condensed
consolidated statement of
operations during the
six months ended
December 31, 2025
and 2024, was
$
7.5
million
and $
4.2
million, respectively. Prepaid facility fees amortized included in interest expense during the six months ended December
31,
2025 and 2024, respectively,
were $
0.2
million and $
0.1
million, respectively.
28
9.
Borrowings (continued)
Movement in long-term borrowings (continued)
Interest expense incurred under the Company’s
South African long-term borrowings to fund its Consumer lending book (for the
three months ended
December 31, 2025) and
interest incurred under
the Company’s
CCC and K2020 facilities
relates to borrowings
utilized to fund a portion of the Company’s merchant finance loans receivable were $
1.8
million and $
0.4
million, respectively, and is
included in the caption cost of
goods sold, IT processing, servicing and support
on the condensed consolidated statement of operations
for the three months ended December 31, 2025 and 2024.
Interest expense incurred under the Company’s
South African long-term borrowings to fund its Consumer lending book (for the
six months
ended December
31, 2025)
and interest
incurred under
the Company’s
CCC and
K2020 facilities
relates to
borrowings
utilized to fund a portion of the Company’s merchant finance loans receivable were $
3.3
million and $
0.4
million, respectively, and is
included in the caption cost of
goods sold, IT processing, servicing and support
on the condensed consolidated statement of operations
for the six months ended December 31, 2025 and 2024.
The Company
cancelled Adumo’s
long-term
borrowings
arrangements on
October 1,
2024, and
settled Adumo’s
outstanding
balances
of ZAR
126.7
million
($
7.2
million) on
the same
day.
The repayment
is included
in the
caption
repayment of
long-term
borrowings included on the Company’s unaudited condensed consolidated statements
of cash flows for
the three and six
months ended
December 31, 2024.
10.
Other payables
Summarized below is the breakdown of other payables as of December
31, 2025, and June 30, 2025:
December 31,
June 30,
2025
2025
Vendor
wallet balances
$
25,949
$
19,529
Accruals
14,280
8,469
Provisions
7,309
8,497
Clearing accounts
12,404
6,766
Value
-added tax payable
(A)
8,428
6,347
Deferred consideration due to seller of Recharger
14,815
13,837
Payroll-related payables
2,233
1,931
Other
7,083
10,659
$
92,501
$
76,035
(A) Value-added
tax payable
and the
total of
Other payables
have each
increased by
$
4.0
million as
a result
of the
correction
discussed in Note 1.
Other includes deferred income, client deposits and other payables.
In December 2025,
the Company determined
that the liquidation
of CPS is at
an advanced stage
and released an
accrual raised
at the time of
deconsolidation. The release has
been included in the
caption “Other income” in
the consolidated statement of
operations
for the three and six months ended December 31, 2025.
11.
Capital structure
Impact of non-vested equity shares on number of shares,
net of treasury
The following table presents a
reconciliation between the number of
shares, net of treasury, presented in the
unaudited condensed
consolidated statement of changes in
equity during the six months ended
December 31, 2025 and 2024, respectively,
and the number
of shares, net of treasury,
excluding non-vested equity shares that have not vested as of December
31, 2025 and 2024, respectively:
December 31,
December 31,
2025
2024
Number of shares, net of treasury:
Statement of changes in equity
81,524,175
80,203,148
Less: Non-vested equity shares that have not vested as of end of period
2,500,483
2,902,303
Number of shares, net of treasury,
excluding non-vested equity shares that have not
vested
79,023,692
77,300,845
29
12.
Accumulated other comprehensive loss
The table
below presents
the change
in accumulated
other comprehensive
loss per
component
during the
three months
ended
December 31, 2025:
Three months ended
December 31, 2025
Accumulated
foreign
currency
translation
reserve
Total
Balance as of October 1, 2025
$
( 178,543 )
$
( 178,543 )
Movement in foreign currency translation reserve related to disposal of
subsidiary
( 22 )
( 22 )
Movement in foreign currency translation reserve
10,257
10,257
Balance as of December 31, 2025
$
( 168,308 )
$
( 168,308 )
The table
below presents
the change
in accumulated
other comprehensive
loss per
component during
the three
months ended
December 31, 2024:
Three months ended
December 31, 2024
Accumulated
foreign
currency
translation
reserve
Total
Balance as of October 1, 2024
(A)
$
( 177,868 )
$
( 177,868 )
Movement in foreign currency translation reserve related to liquidation
of subsidiaries
6
6
Movement in foreign currency translation reserve
(A)
( 21,858 )
( 21,858 )
Balance as of December 31, 2024
(A)
$
( 199,720 )
$
( 199,720 )
(A) Accumulated other comprehensive loss and Total
as of October 1, 2024, have each
increased by $
0.04
million as a result of
the correction discussed in Note 1. Accumulated
other comprehensive loss and Total
for the three months ended December 31, 2024,
have each decreased by $
- 0.3
million as a result of the correction discussed in
Note 1 to the amount included in the caption Movement
in
foreign
currency
translation
reserve.
Accumulated
other
comprehensive
loss
and
Total
as
of
December
31,
2024,
have
each
decreased by $
- 0.3
million as a result of the correction discussed in Note 1.
The
table
below
presents
the
change
in
accumulated
other
comprehensive
loss
per
component
during
the
six
months
ended
December 31, 2025:
Six months ended
December 31, 2025
Accumulated
foreign
currency
translation
reserve
Total
Balance as of July 1, 2025
(A)
$
( 185,626 )
$
( 185,626 )
Release of foreign currency translation reserve related to liquidation of equity
-accounted
investment
550
550
Release of foreign currency translation reserve related to liquidation of subsidiaries
( 22 )
( 22 )
Movement in foreign currency translation reserve
(A)
16,790
16,790
Balance as of December 31, 2025
(A)
$
( 168,308 )
$
( 168,308 )
(A) Accumulated other comprehensive loss and Total
as of July 1, 2025, have each decreased by $
0.04
million as a result of the
correction discussed in Note 1.
Accumulated other comprehensive loss
and Total
for the six months ended
December 31, 2025, have
each increased by
$
0.1
million as a result
of the correction,
as discussed in Note
1, to the amount
included in the caption
Movement
in foreign
currency translation
reserve for
the three
months ended
September 30,
2025. Accumulated
other comprehensive
loss and
T
otal as of December 31, 2025, have each increased by $
0.1
million as a result of the correction discussed in Note 1.
30
12.
Accumulated other comprehensive loss (continued)
The
table
below
presents
the
change
in
accumulated
other
comprehensive
loss
per
component
during
the
six
months
ended
December 31, 2024:
a
Six months ended
December 31, 2024
Accumulated
foreign
currency
translation
reserve
Total
Balance as of July 1, 2024
(A)
$
( 188,227 )
$
( 188,227 )
Movement in foreign currency translation reserve related to liquidation
of subsidiaries
6
6
Movement in foreign currency translation reserve related to equity-accounted
investment
(A)
( 11,499 )
( 11,499 )
Balance as of December 31, 2024
(A)
$
( 199,720 )
$
( 199,720 )
(A) Accumulated other
comprehensive loss and Total
as of July 1,
2024, have each decreased
by $
0.1
million as a result of
the
correction discussed in Note 1.
Accumulated other comprehensive loss
and Total
for the six months ended
December 31, 2024, have
each decreased by
$
- 0.1
million as a result
of the correction
discussed in Note
1 to the
amount included in
the caption Movement
in
foreign currency translation reserve. Accumulated other comprehensive loss and Total as of December
31, 2024, have each decreased
by $
0.01
million as a result of the correction discussed in Note 1.
The movement in the
foreign currency translation reserve represents
the impact of translation of
consolidated entities which have
a functional currency (which is primarily ZAR) to the Company’s
reporting currency, which is USD.
During
the
six
months
ended
December
31,
2025,
the
Company
reclassified
losses
of
$
0.6
million
from
accumulated
other
comprehensive
loss
(accumulated
foreign
currency
translation
reserve)
to
net
loss
related
to
the
impairment
on
liquidation
of
an
equity-accounted investment. During
each of the three and six
months ended December 31,
2025, the Company reclassified
a loss of
$
0.02
million, respectively, from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss
related to the disposal of a subsidiary. During each of the three and six months ended December 31, 2024, the Company reclassified a
loss of $
0.006
million, respectively,
from accumulated
other comprehensive
loss (accumulated
foreign currency
translation reserve)
t
o net loss related to the liquidation of subsidiaries.
31
13.
Stock-based compensation
The Company’s
Amended and Restated
2022 Stock
Incentive Plan (“20
22 Plan”)
and the vesting
terms of certain
stock-based
awards granted are described in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on
Form 10-K
for the
year ended
June 30,
2025. On
September 2,
2025, the
Company’s
Board resolved
to request
the approval
of the
Company’s
shareholders to increase the
number of shares
available for issuance under
the 2022 Plan by
3,000,000
. On December
8,
2025, the Company’s shareholders approved
the amendment.
Stock option and restricted stock activity
Options
The following table summarizes stock option activity for the six months
ended December 31, 2025 and 2024:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($'000)
Weighted
average
grant date
fair value
($)
Outstanding - June 30, 2025
5,866,904
8.71
3.55
703
1.20
Outstanding - December 31, 2025
5,866,904
8.71
3.03
883
1.20
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
Granted – December 2023
350,000
6.00
-
433
1.24
Granted – November 2020
250,000
8.00
-
177
0.71
Exercised
( 17,014 )
3.02
-
38
-
Forfeited
( 13,333 )
11.23
-
-
8.83
Outstanding - December 31, 2024
5,487,901
8.48
4.04
1,418
1.76
No
stock options were awarded
during the three and
six months ended
December 31, 2025. The
Company awarded
600,000
stock
options to
an executive officer
during the
three and six
months ended December
31, 2024, with
strike prices ranging
from $
6
to $
8
.
The
600,000
stock options
will vest on
December 31,
2026, and
vesting is
subject to
the executive
officer’s
continued employment
with the Company through to the vesting date. The
600,000
stock options expire on January 31, 2029.
No
stock options were exercised or forfeited during the three
and six months ended December 31, 2025. During each
of the three
and six months
ended December 31,
2024, the Company
received $
0.05
million from the
exercise of
17,014
stock options, respectively.
Employees forfeited an aggregate of
13,333
stock options during each of the three and six months ended December 31, 2024.
The
fair
value
of
each
option
is
estimated
on
the
date
of
grant
using the
Cox
Ross
Rubinstein
binomial
model
that
uses the
assumptions noted in the
following table. The estimated
expected volatility is calculated
based on the Company’s
730
-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.
32
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Options (continued)
The table below
presents the range
of assumptions used
to value stock
options granted during
the six months
ended December
31, 2024:
Six months
ended
December 31,
2024
Expected volatility
42
%
Expected dividends
0
%
Expected life (in years)
2
Risk-free rate
4.3
%
The following table presents stock options vested and expected to vest as of
December 31, 2025:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
and expecting to vest - December 31, 2025
5,866,904
8.71
3.03
883
These options have an exercise price range of $
3.01
to $
14.00
.
The following table presents stock options that are exercisable as of December
31, 2025:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - December 31, 2025
869,570
3.98
3.47
888
No
stock options became exercisable during each
of the three and six
months ended December 31, 2025 and
2024. The Company
issues new shares to satisfy stock option exercises.
33
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock
The following table summarizes restricted stock activity for the six
months ended December 31, 2025 and 2024:
Number of
shares of
restricted stock
Weighted
average grant
date fair value
($’000)
Non-vested – June 30, 2025
2,169,900
7,833
Total granted
829,095
3,175
Granted – July 2025
3,772
17
Granted – August 2025
5,323
25
Granted – September 2025
200,000
922
Granted – October 2025
215,000
905
Granted – November 2025
160,000
708
Granted – November 2025, with performance conditions
245,000
598
Total vested
( 217,179 )
850
Vested
– August 2025
( 10,933 )
50
Vested
– October 2025
( 33,333 )
139
Vested
– November 2025
( 120,434 )
465
Vested
– December 2025
( 52,479 )
196
Forfeitures
( 281,333 )
1,060
Forfeitures
( 23,465 )
98
Forfeitures December 2022 award with market conditions
( 257,868 )
962
Non-vested – December 31, 2025
2,500,483
10,035
Non-vested – June 30, 2024
2,084,946
8,736
Total Granted
1,331,110
4,850
Granted – August 2024
32,800
154
Granted – October 2024
100,000
490
Granted – November 2024, with performance conditions
1,198,310
4,206
Total vested
( 473,432 )
2,469
Vested
– July 2024
( 78,801 )
394
Vested
– November 2024
( 213,687 )
1,134
Vested
– November 2024, with performance conditions
( 103,638 )
524
Vested
– December 2024
( 77,306 )
417
Forfeitures
( 40,321 )
216
Non-vested – December 31, 2024
2,902,303
11,348
34
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Grants
In July,
August, September,
October and
November 2025,
respectively,
the Company
granted
3,772
;
5,323
;
200,000
;
215,000
and
160,000
shares of restricted stock
to employees which have
time-based vesting conditions and which
are subject to the
employees’
continued employment with the Company through the applicable vesting
dates.
In November
2025, the
Company awarded
245,000
shares of
restricted stock
to a
group comprising
employees and
which 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
15
% appreciation in the Company’s stock price off a base
price of $
4.31
over the measurement
period commencing on November 1, 2025
through October 31, 2028, and (2) the recipient
is employed by the Company on a full-time
basis through to October 31, 2028. 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 October 31, 2025, was $
4.30
.
The appreciation levels (times and price) and
annual target percentages to earn the
awards as of each period
ended are as follows:
●
Prior to the first anniversary of the grant date:
0
%;
●
Fiscal
2027,
the
Company’s
30-day
volume
weighted-average
stock
price
(“VWAP”)
before
October
31,
2026
is
approximately
1.15
times higher (i.e. $
4.96
or higher) than $
4.31
:
33
%;
●
Fiscal 2028, the Company’s
VWAP before
October 31, 2027 is
1.32
times higher (i.e. $
5.70
or higher) than $
4.31
:
67
%;
●
Fiscal 2029, the Company’s
VWAP before
October 31, 2028 is
1.52
times higher (i.e. $
6.55
) than $
4.31
:
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
41.2
% for
the closing
price (of
$
4.35
), 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.
In August 2024 and
October 2024, respectively, the Company granted
32,800
and
100,000
shares of restricted
stock to employees
which have time -based vesting conditions and which are subject to the employees continued employment with the Company through
the applicable vesting dates.
In November 2024, the
Company awarded
1,198,310
shares of restricted stock to
a group comprising employees
and which are
subject to a time-based vesting condition and a market condition
and vest in full only on the date, if any,
that the specified conditions
are satisfied.
The Company
has agreed to
grant an advisor
5,500
shares per month
in lieu of
cash for ad
hoc consulting services
provided to
the Company. The Company and
the advisor have
agreed that
the Company will
issue the
shares to the
advisor, in arrears, on
a quarterly
basis. During the three and six months ended
December 31, 2025, the Company recorded a stock-based
compensation charge of $
0.1
million
and
$
0.1
million,
respectively,
and
included
the
issuance
of
11,000
and
27,500
shares
of
common
stock
in
its issued
and
outstanding share count.
Vesting
In August,
October,
November and
December 2025,
an aggregate
of
217,179
shares of
restricted stock
granted
to employees
vested. Certain employees elected for
70,133
shares to be withheld
to satisfy the withholding
tax liability on the
vesting of their shares.
These
70,133
shares have been included in the Company’s
treasury shares.
In July 2024,
78,801
shares of restricted stock granted
to our former Group CEO,
vested. In November and
December 2024, an
aggregate
of
290,993
shares
of
restricted
stock
granted
to
employees
vested.
Certain
employees
elected
for
132,147
shares
to
be
withheld
to
satisfy
the
withholding
tax
liability
on
the
vesting
of
their
shares.
These
132,147
shares
have
been
included
in
the
Company’s
treasury shares. In
November 2024,
103,638 shares of
restricted stock with
performance conditions
(share price targets)
vested following the achievement of the agreed performance condition.
35
13.
Stock-based compensation (continued)
Restricted stock (continued)
Forfeitures
During
the
three
and
six
months
ended
December
31,
2025,
respectively,
employees
forfeited
12,672
and
23,465
shares
of
restricted
stock
following
their
termination
of
employment
with
the
Company.
During
each
of
the
three
and
six
months
ended
December 31,
2025,
257,868
shares of
restricted stock
were forfeited
by executive
officers (including
a former
Group CEO)
as the
market condition (related to share price performance) were not achieved.
During
the
three
and
six
months
ended
December
31,
2024,
respectively,
employees
forfeited
37,221
and
40,321
shares
of
restricted stock following their
termination of employment with
the Company or the
failure to achieved agreed
performance conditions
(
29,121
shares were forfeited following the failure to achieved agreed share performance
targets).
Stock-based compensation charge and unrecognized compensation
cost
The Company
recorded a
stock-based compensation
charge, net,
during the
three months ended
December 31, 2025
and 2024,
of $
1.9
million and $
2.6
million, respectively, which
comprised:
Total
charge
Allocated to cost
of goods sold, IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Three months ended December 31, 2025
Stock-based compensation charge
$
1,829
$
-
$
1,829
Stock compensation charge related to ESOP
167
-
167
Reversal of stock compensation charge related to restricted
stock forfeited
( 51 )
-
( 51 )
Total - three months
ended December 31, 2025
$
1,945
$
-
$
1,945
Three months ended December 31, 2024
Stock-based compensation charge
$
2,655
$
-
$
2,655
Reversal of stock compensation charge related to restricted
stock forfeited
( 11 )
-
( 11 )
Total - three months
ended December 31, 2024
$
2,644
$
-
$
2,644
The Company recorded
a stock-based compensation
charge, net, during
the six months ended
December 31, 2025 and
2024, of
$
3.8
million and $
5.0
million respectively, which
comprised:
a
Total
charge
Allocated to cost
of goods sold, IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Six months ended December 31, 2025
Stock-based compensation charge
$
3,541
$
-
$
3,541
Stock compensation charge related to ESOP
328
-
328
Reversal of stock compensation charge related to
restricted
stock forfeited
( 63 )
-
( 63 )
Total - six months ended
December 31, 2025
$
3,806
$
-
$
3,806
Six months ended December 31, 2024
Stock-based compensation charge
$
5,032
$
-
$
5,032
Reversal of stock compensation charge related to
restricted
stock forfeited
( 11 )
-
( 11 )
Total - six months ended
December 31, 2024
$
5,021
$
-
$
5,021
The stock-based compensation charges
have been allocated to selling,
general and administration based
on the allocation of the
cash compensation paid to the relevant employees.
36
13.
Stock-based compensation (continued)
As
of
December
31,
2025,
the
total
unrecognized
compensation
cost
related
to
stock
options
was
$
4.2
million,
which
the
Company expects to
recognize over
two years
. As of
December 31, 2025,
the total unrecognized
compensation cost related
to restricted
stock awards was $
4.9
million, which the Company expects to recognize over
two years
.
During the three months
ended December 31,
2025 and 2024, the
Company recorded a deferred
tax benefit of $
0.2
million and
$
0.5
million, respectively,
related to the stock-based compensation charge
recognized related to employees of Lesaka.
During the six
months
ended
December
31,
2025
and
2024,
the
Company
recorded
a
deferred
tax
benefit
of
$
0.4
million
and
$
0.8
million,
respectively,
related
to the
stock-based
compensation
charge
recognized
related
to employees
of Lesaka.
During
these periods
the
Company recorded a valuation allowance related to the full deferred tax benefit recognized
because it does not believe that the stock-
based compensation
deduction would
be utilized
as it
does not
anticipate generating
sufficient taxable
income in
the United
States.
The Company deducts
the difference between
the market value on
the date of exercise
by the option
recipient and the
exercise price
from income subject to taxation in the United States.
14.
Earnings (Loss) per share
The Company
has issued redeemable
common stock
which is redeemable
at an amount
other than
fair value.
Redemption of
a
class of
common stock
at other
than fair
value increases
or decreases
the carrying
amount of
the redeemable
common stock
and is
reflected in basic earnings
per share using the two-class
method. There were
no
redemptions of common stock, or
adjustments to the
carrying value of the redeemable
common stock during the three
months ended December 31,
2025 and 2024. Accordingly,
the two-
class method presented below does not include the impact of
any redemption. The Company’s redeemable common stock is described
in Note 14 to the Company’s audited consolidated financial statements included in
its Annual Report on Form 10-K for
the year ended
June 30, 2025.
Basic earnings (loss) 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 earnings (loss)
per share
has been calculated using the two-class method and basic earnings (loss) per share
for the three months ended December 31, 2025 and
2024,
reflects only undistributed earnings. The computation below of basic earnings (loss) 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 earnings
(loss) per
share has
been
calculated
to give
effect
to the
number
of shares
of additional
common
stock that
would have
been outstanding
if the
potential dilutive
instruments had
been issued
in each
period. Stock
options are
included in
the
calculation of diluted earnings (loss) per share utilizing the treasury
stock method and are not considered to be
participating securities,
as the
stock options
do not
contain non-forfeitable
dividend rights.
The Company
has excluded
employee stock
options to
purchase
257,445
shares of
common stock
from the
calculation of
diluted loss
per share
during the
three months
ended December
31, 2024
because the effect would be antidilutive. The Company has excluded employee stock options to purchase
138,158
and
338,725
shares
of common stock from the calculation of diluted loss per share during the six months ended December 31, 2025 and 2024 because the
effect would be antidilutive.
The
calculation
of diluted
earnings
(loss)
per share
includes the
dilutive
effect
of
a portion
of the
restricted
stock granted
to
employees as
these shares
of restricted
stock are
considered contingently
returnable shares
for the
purposes of
the diluted
earnings
(loss) per share calculation and the vesting conditions in respect of a portion
of the restricted stock had been satisfied.
The vesting conditions for all awards made are discussed in Note 17 to the Company’s audited consolidated financial statements
included in its Annual Report on Form 10-K for the year ended June
30, 2025.
37
14.
Earnings (Loss) per share (continued)
The
following
table
presents
net
loss
attributable
to
Lesaka
and
the
share
data
used
in
the
basic
and
diluted
loss
per
share
computations using the two-class method:
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
(in thousands except
(in thousands except
percent and
percent and
per share data)
per share data)
Numerator:
Net income (loss) attributable to Lesaka
(A)
$
3,645
$
( 32,456 )
$
( 1,013 )
$
( 37,306 )
Undistributed earnings (loss)
(A)
3,645
( 32,456 )
( 1,013 )
( 37,306 )
Percent allocated to common shareholders
(Calculation 1)
97 %
97 %
97 %
97 %
Numerator for earnings (loss) per share: basic
and diluted
$
3,524
$
( 31,345 )
$
( 983 )
$
( 36,038 )
Denominator
Denominator for basic earnings (loss) per share:
Weighted-average
common shares outstanding
79,002
77,024
79,048
69,589
Effect of dilutive securities:
Related to acquisitions
999
-
-
-
Stock options
118
-
-
-
Denominator for diluted earnings (loss)
per share: adjusted weighted average
common shares outstanding and assuming
conversion
80,119
77,024
79,048
69,589
Earnings (Loss) per share:
Basic
(A)
$
0.04
$
( 0.40 )
$
( 0.01 )
$
( 0.52 )
Diluted
(A)
$
0.04
$
( 0.40 )
$
( 0.01 )
$
( 0.52 )
(Calculation 1)
Basic weighted-average common shares
outstanding (A)
79,002
77,024
79,048
69,589
Basic weighted-average common shares
outstanding and unvested restricted shares
expected to vest (B)
81,719
79,753
81,435
72,037
Percent allocated to common shareholders
(A) / (B)
97 %
97 %
97 %
97 %
(A) Net income (loss) attributable to Lesaka and Undistributed earnings (loss)
for the three and six months ended December 31,
2024, have
decreased by
$
0.3
million and
$
0.6
million, respectively,
as a
result of
the correction
discussed in
Note 1.
Net income
(loss) attributable
to Lesaka
and Undistributed
earnings (loss)
for the
six months
ended December
31, 2025,
has decreased
by $
0.4
million, as a
result of the
correction, as discussed
in Note 1,
to the amount
included in the
captions
Net income (loss)
attributable to
Lesaka and Undistributed
earnings (loss) for
the three months ended
September 30, 2025.
The correction of
the error did not
impact
Basic and Diluted
loss per share for
the three months ended
December 31, 2024,
or the six months
ended December 31, 2025.
Basic
and Diluted loss per share for the six months ended December 31, 2024, each decreased
by $
0.01
(one U.S. cent).
Options to
purchase
6,493,683
shares of
the Company’s
common stock
at prices
ranging from
$
4.87
to $
14.00
per share
were
outstanding during the three
and six months ended December
31, 2025, but were not
included in the computation of
diluted earnings
(loss) per share
because the options’
exercise price was
greater than the
average market price
of the Company’s common
stock. Options
to purchase
4,743,500
shares of
the Company’s
common stock
at prices
ranging from
$
6.00
to $
14.00
per share
were outstanding
during the three and
six months ended
December 31, 2024, but
were not included in
the computation of diluted
(loss) per share
because
the options’ exercise
price was greater
than the average market
price of the Company’s
common stock. The options,
which expire at
v
arious dates through February 3, 2032, were still outstanding as of December
31, 2025.
38
15.
Supplemental cash flow information
The following
table presents
supplemental
cash flow
disclosures
for the
three and
six months
ended December
31, 2025
and
2024:
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
Cash received from interest
$
502
$
716
$
1,036
$
1,297
Cash paid for interest
$
5,928
$
4,242
$
11,929
$
7,513
Cash paid (refund) for income taxes
$
4,428
$
3,253
$
5,138
$
3,208
Disaggregation of cash, cash equivalents and restricted
cash
Cash, cash equivalents and restricted
cash included on the Company’s unaudited condensed consolidated statement of
cash flows
includes restricted
cash related
to cash
withdrawn from
the Company’s
debt facilities
to fund
ATMs.
This facility
was cancelled
in
November 2024.
The Company
was only permitted
to use this
cash to
fund ATMs
and this cash
was considered
restricted as
to use
and therefore was classified
as restricted cash.
Cash, cash equivalents
and restricted cash also
includes cash in certain
bank accounts
that has 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. The
following
table presents
the disaggregation
of cash,
cash equivalents
and
restricted cash as of December 31, 2025 and 2024, and June 30,
2025:
December 31,
2025
December 31,
2024
June 30, 2025
Cash and cash equivalents
$
69,474
$
60,625
$
76,520
Restricted cash
127
112
119
Cash, cash equivalents and restricted cash
$
69,601
$
60,737
$
76,639
Leases
The following
table presents supplemental
cash flow disclosure
related to leases
for the
three and
six months ended
December
31, 2025 and 2024:
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
Cash paid for amounts included in the measurement of
lease liabilities
Operating cash flows from operating leases
$
1,464
$
1,212
$
2,826
$
2,216
Right-of-use assets obtained in exchange for lease
obligations
Operating leases
$
3,187
$
708
$
4,223
$
1,218
39
16.
Revenue recognition
Disaggregation of revenue
The
following
table
presents
the
Company’s
revenue
disaggregated
by
major
revenue
streams,
including
a
reconciliation
to
reportable segments for the three months ended December 31, 2025:
Merchant
Consumer
Enterprise
Total
Processing fees
$
37,551
$
10,007
$
11,854
$
59,412
South Africa
35,252
10,007
11,854
57,113
Rest of Africa
2,299
-
-
2,299
Technology
products
8,639
81
847
9,567
South Africa
8,553
81
847
9,481
Rest of Africa
86
-
-
86
Prepaid airtime sold
82,023
46
1,648
83,717
South Africa
73,694
46
1,648
75,388
Rest of Africa
8,329
-
-
8,329
Lending revenue
-
7,169
-
7,169
Interest from customers
2,104
5,323
-
7,427
Insurance revenue
-
7,943
-
7,943
Account holder fees
-
2,270
-
2,270
Other
825
279
125
1,229
South Africa
647
279
125
1,051
Rest of Africa
178
-
-
178
Total revenue, derived
from the following geographic
locations
131,142
33,118
14,474
178,734
South Africa
120,250
33,118
14,474
167,842
Rest of Africa
$
10,892
$
-
$
-
$
10,892
The
following
table
presents
the
Company’s
revenue
disaggregated
by
major
revenue
streams,
including
a
reconciliation
to
reportable segments for the three months ended December 31, 2024:
Merchant
Consumer
Enterprise
Total
Processing fees
$
35,794
$
7,862
$
5,825
$
49,481
South Africa
33,931
7,862
5,825
47,618
Rest of Africa
1,863
-
-
1,863
Technology
products
8,121
65
1,187
9,373
South Africa
8,057
65
1,187
9,309
Rest of Africa
64
-
-
64
Prepaid airtime sold
98,188
23
1,660
99,871
South Africa
91,409
23
1,660
93,092
Rest of Africa
6,779
-
-
6,779
Lending revenue
-
7,376
-
7,376
Interest from customers
1,610
120
-
1,730
Insurance revenue
-
4,868
-
4,868
Account holder fees
-
1,765
-
1,765
Other
902
850
-
1,752
South Africa
845
850
-
1,695
Rest of Africa
57
-
-
57
Total revenue, derived
from the following geographic
locations
144,615
22,929
8,672
176,216
South Africa
135,852
22,929
8,672
167,453
Rest of Africa
$
8,763
$
-
$
-
$
8,763
40
16.
Revenue recognition (continued)
Disaggregation of revenue (continued)
The
following
table
presents
the
Company’s
revenue
disaggregated
by
major
revenue
streams,
including
a
reconciliation
to
reportable segments for the six months ended December 31, 2025:
Merchant
Consumer
Enterprise
Total
Processing fees
$
72,014
$
19,423
$
23,601
$
115,038
South Africa
67,866
19,423
23,601
110,890
Rest of Africa
4,148
-
-
4,148
Technology
products
15,160
165
1,817
17,142
South Africa
15,013
165
1,817
16,995
Rest of Africa
147
-
-
147
Prepaid airtime sold
164,076
83
3,327
167,486
South Africa
148,031
83
3,327
151,441
Rest of Africa
16,045
-
-
16,045
Lending revenue
-
14,023
-
14,023
Interest from customers
4,391
10,237
-
14,628
Insurance revenue
-
14,815
-
14,815
Account holder fees
-
4,418
-
4,418
Other
1,814
530
288
2,632
South Africa
1,491
530
288
2,309
Rest of Africa
323
-
-
323
Total revenue, derived
from the following geographic
locations
257,455
63,694
29,033
350,182
South Africa
236,792
63,694
29,033
329,519
Rest of Africa
$
20,663
$
-
$
-
$
20,663
16.
Revenue recognition (continued)
Disaggregation of revenue (continued)
The
following
table
presents
the
Company’s
revenue
disaggregated
by
major
revenue
streams,
including
a
reconciliation
to
reportable segments for the six months ended December 31, 2024:
Merchant
Consumer
Enterprise
Total
Processing fees
$
60,164
$
15,392
$
12,338
$
87,894
South Africa
56,499
15,392
12,338
84,229
Rest of Africa
3,665
-
-
3,665
Technology
products
9,966
67
2,478
12,511
South Africa
9,829
67
2,478
12,374
Rest of Africa
137
-
-
137
Prepaid airtime sold
192,063
40
3,238
195,341
South Africa
179,404
40
3,238
182,682
Rest of Africa
12,659
-
-
12,659
Lending revenue
-
14,332
-
14,332
Interest from customers
3,286
120
-
3,406
Insurance revenue
-
9,208
-
9,208
Account holder fees
-
3,464
-
3,464
Other
2,199
1,378
51
3,628
South Africa
2,085
1,378
51
3,514
Rest of Africa
114
-
-
114
Total revenue, derived
from the following geographic
locations
267,678
44,001
18,105
329,784
South Africa
251,103
44,001
18,105
313,209
Rest of Africa
$
16,575
$
-
$
-
$
16,575
41
17.
Leases
The
Company
has
entered
into leasing
arrangements
classified
as operating
leases under
accounting
guidance.
These leasing
arrangements
relate
to
the
lease
of
its
corporate
head
office
and
sales
and
administration
offices
of
its
Merchant,
Consumer
and
Enterprise businesses. The Company’s operating leases have remaining lease terms of between
one
and
five years
. The Company also
operates parts
of its
consumer business
from locations
which it
leases for
a period
of less
than
one year
. The
Company’s
operating
lease
expense
during
the
three
months
ended
December
31,
2025
and
2024
was
$
1.5
million
and
$
1.2
million,
respectively.
The
Company’s
operating lease
expense during
the six
months ended
December 31,
2025 and
2024 was
$
2.8
million and
$
2.2
million,
respectively.
The
Company
has
also
entered
into
short-term
leasing
arrangements,
primarily
for
the
lease
of
branch
locations
and
other
locations,
to operate its consumer
business in South Africa.
The Company’s
short-term lease expense during
the three months ended
December 31,
2025 and 2024,
was $
0.4
million and
$
1.2
million, respectively.
The Company’s
short-term lease
expense during
the
six months ended December 31, 2025 and 2024, was $
0.9
million and $
2.3
million, respectively.
In December
2025, the
Company,
through Lesaka
SA, entered
into a
leasing arrangement
for
a new
corporate head
office
in
Rosebank, Gauteng,
South Africa
with Oxford
Parks Proprietary
Limited, a
limited liability
private company
incorporated in
South
Africa. The lease
commences on July 1,
2026 and is
for a period
of
10 years
with
two
renewal options of
five years
each. The Company
has secured
beneficial occupation
from April
1, 2026,
and is required
to deliver
a bank
guarantee or
cash of
$
0.4
million (ZAR
7.0
million, translated at exchange rates applicable as of December 31, 2025). The Company expects
to pay an annual basic lease expense
of $
1.5
million (ZAR
25.1
million, translated at
exchange rates applicable
as of December
31, 2025), which
increases by
6.25
% per
annum.
The following table presents supplemental balance
sheet disclosure related to the
Company’s right-of-use assets and its operating
lease liabilities as of December 31, 2025 and June 30, 2025:
December 31,
June 30,
2025
2025
Right of use assets obtained in exchange for lease obligations:
Weighted average
remaining lease term (years)
3.0
2.8
Weighted average
discount rate (percent)
8.5
9.8
The maturities of the Company’s
operating lease liabilities as of December 31, 2025, are presented below:
Maturities of operating lease liabilities
Year
ended June 30,
2026 (excluding six months to December 31, 2025)
$
3,214
2027
5,011
2028
3,262
2029
1,899
2030
1,207
Thereafter
188
Total undiscounted
operating lease liabilities
14,781
Less imputed interest
1,961
Total operating lease liabilities,
included in
12,820
Operating lease liability - current
5,015
Operating lease liability - long-term
$
7,805
18.
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. A description of the Company’s operating segments is contained in
Note 21 to
the Company’s
audited consolidated
financial statements
included in
its Annual Report
on Form 10-K
for the year
ended
June 30, 2025.
42
18.
Operating segments (continued)
Operating segments (continued)
The Company’s
chief operating decision maker
(“CODM”) is the Company’s
Executive Chairman. The
Company currently has
three
reportable segments: Merchant, Consumer and Enterprise. The CODM analyzes
the Company’s operating performance primarily
based on these three operational lines, namely,
(i) Merchant, which focuses on
both formal and informal sector
merchants. Formal sector merchants are generally in
urban areas,
have higher
revenues and
have access
to multiple
service providers.
Informal sector
merchants, which
are often
sole proprietors
and
usually
have lower
revenues compared
with formal
section merchants,
operate in
rural areas
or in
informal urban
areas and
do not
always have access to a full-suite of traditional banking products;
(ii) Consumer,
which primarily
focuses on
individuals who
have historically
been excluded
from traditional
financial services
and to whom we offer
transactional accounts (banking), insurance,
lending (short-term loans), payments solutions
(digital wallet) and
various value-added services; and
(iii) Enterprise, which comprises large-scale corporate
and government organizations, including but not
limited to banks, mobile
network operators (“MNOs”) and municipalities, and,
through Recharger, landlords
utilizing Recharger’s prepaid electricity
metering
solution.
Types of products
and services from which each segment derives its revenues
The
Merchant
segment
includes
revenue
generated
from
the
sale
of
Alternative
Digital
Products
(“ADP”)
(select
prepaid
solutions, supplier-enabled payments, international
money transfer and
other) and card-acquiring services
to informal sector
merchants.
It also 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
(including card
acquiring
and
the provision
of a
payment
gateway
services) for
its
customers, and rental and
license fees from the provision
of point of sales (“POS”)
hardware and software
to the hospitality industry.
The Company also provides cash management and payment services to merchant customers through a digital vault
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
Merchant segment includes interest earned from the provision of loans to
its customers, refer to Note 16.
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 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
(until
June
30,
2023)
or
POS. The
Company
provides
short-term
loans
to
customers in South Africa for which it earns initiation and monthly service fees, and interest revenue from the second quarter of fiscal
2025,
refer to
Note 16.
The Company
writes life
insurance contracts,
primarily
funeral-benefit
policies, and
policy holders
pay the
Company a monthly
insurance premium. The
Company also earns
fees from the
provision of physical
and digital prepaid
and secure
payout solutions for South African businesses.
The Enterprise segment provides its business and government-related customers with transaction
processing services that involve
the collection,
transmittal and
retrieval of
transaction data.
The Company
offers
landlords access
to Recharger’s
prepaid electricity
metering
solution through
which Enterprise
earns commission
revenue
from prepaid
electricity voucher
sales to
tenants recharging
prepaid meters.
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.
43
18.
Operating segments (continued)
Segment measure of profit or loss
The
Company
evaluates
segment
performance
based
on
segment
earnings
before
interest,
tax,
depreciation
and
amortization
(“EBITDA”),
adjusted
for
items
mentioned
in
the
sentences
below
(“Segment
Adjusted
EBITDA”),
the
Company’s
reportable
segments’ measure of profit or loss.
The Company obtained
a general
lending facility in
February 2025, which
has been
partially used to
fund a
portion of
its Consumer
lending during
the three
and six
months ended
December 31,
2025, and
interest related
to these
borrowings
have been
allocated to
Consumer.
The Company
also included
an intercompany
interest expense
in its
Consumer Segment
Adjusted EBITDA
for the
three
and six months ended December 31, 2024.
The Company does not allocate once-off items, stock-based compensation charges, 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), interest
income, certain
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
represent non-recurring expense items, including costs related to acquisitions and
transactions consummated or ultimately not pursued.
Unrealized
(loss)
gain
for
currency
adjustments
represents
foreign
currency
mark-to-market
adjustments
on
certain
intercompany
accounts.
Interest
adjustment
represents
the
intercompany
interest
expense
included
in
the
Consumer
Segment
Adjusted
EBITDA
during fiscal 2025.
The Stock-based compensation
adjustments reflect stock-based
compensation expense
and are 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.
Our CODM does
not review the
components of segment selling,
general and administration
expenses and is
presented with reports
which include revenue, net revenue (a non-GAAP measure) and Segment Adjusted
EBITDA.
44
18.
Operating segments (continued)
The table below
presents the reconciliation
of revenue from
external customers
to the reportable
segment’s revenue,
significant
expenditures, the Company’s reportable segment’s measure of
profit or loss,
and certain other
segment information for
the three months
ended December 31, 2025 and 2024, respectively,
is as follows:
Three months ended December 31, 2025
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
131,142
$
33,118
$
14,474
$
178,734
Intersegment revenues
777
-
322
1,099
Segment revenue
(z)
131,919
33,118
14,796
179,833
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)
101,613
10,533
10,792
122,938
Selling, general and
administration
(1)(2)
11,422
4,782
1,312
17,516
Segment adjusted EBITDA
$
18,884
$
17,803
$
2,692
$
39,379
(z) includes interest revenue of:
$
2,104
$
5,323
$
-
$
7,427
(y) includes interest expense of:
$
481
$
1,295
$
-
$
1,776
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
3,688
$
311
$
88
$
9,481
$
13,568
Expenditures for long-lived assets
$
4,148
$
87
$
695
$
-
$
4,930
Three months ended December 31, 2024
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
144,615
$
22,929
$
8,672
$
176,216
Intersegment revenues
594
-
261
855
Segment revenue
(z)
145,209
22,929
8,933
177,071
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)(A)
104,703
8,373
9,702
122,778
Selling, general and
administration
(A)(1)(3)
30,417
10,214
( 738 )
39,893
Segment adjusted EBITDA
(A)
$
10,089
$
4,342
$
( 31 )
$
14,400
(z) includes interest revenue of:
$
1,610
$
120
$
-
$
1,730
(y) includes interest expense of:
$
374
$
757
$
-
$
1,131
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
3,027
$
235
$
94
$
4,867
$
8,223
Expenditures for long-lived assets
$
5,899
$
575
$
272
$
-
$
6,746
(A) Cost of goods
sold, IT processing, servicing
and support and Selling,
general and administration for
Merchant and Total
for
the three
months ended
December 31,
2024 have
each increased
by $
0.17
million and
$
0.06
million, respectively,
as a result
of the
correction discussed
in Note 1.
Segment Adjusted
EBITDA for
Merchant and
Total
for the three
months ended
December 31,
2024
have each decreased by $
0.23
million as a result of the correction discussed in Note 1.
(1)
Selling,
general
and
administration
includes
human
capital-related
expenses
(including
base
salary
and
bonus),
IT-related
expenses
(including
software licenses,
hardware
maintenance,
hosting,
and communication
expenses), professional
fees (including
audit, legal,
consulting and
other fees),
lease and
utilities expenses,
the allowance
for credit
losses and
other operating
and support
expenses.
(2) Segment
Adjusted EBITDA
for the
three months ended
December 31,
2025, includes
retrenchment costs
for Merchant
of $
0.2
million (ZAR
3.7
million).
(3) Segment
Adjusted EBITDA
for the
three months
ended December
31, 2024,
includes retrenchments
costs for
Consumer of
$
0.01
million (ZAR
0.1
million).
45
18.
Operating segments (continued)
The table below
presents the reconciliation
of revenue from
external customers
to the reportable
segment’s
revenue, significant
expenditures, the Company’s reportable segment’s
measure of profit or loss, and certain other segment information for the six months
ended December 31, 2025 and 2024, respectively,
is as follows:
Six months ended December 31, 2025
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
257,455
$
63,694
$
29,033
$
350,182
Intersegment revenues
1,414
-
616
2,030
Segment revenue
(z)
258,869
63,694
29,649
352,212
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)(A)
200,026
20,970
21,313
242,309
Selling, general and
administration
(A)(1)(2)
39,959
24,921
5,644
70,524
Segment adjusted EBITDA
(A)
$
18,884
$
17,803
$
2,692
$
39,379
(z) includes interest revenue of:
$
4,391
$
10,237
$
-
$
14,628
(y) includes interest expense of:
$
972
$
2,367
$
-
$
3,339
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
7,053
$
620
$
174
$
18,615
$
26,462
Expenditures for long-lived assets
$
8,473
$
368
$
1,208
$
-
$
10,049
Six months ended December 31, 2024
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
267,678
$
44,001
$
18,105
$
329,784
Intersegment revenues
1,182
-
2,711
3,893
Segment revenue
(z)
268,860
44,001
20,816
333,677
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)(A)
221,137
17,040
16,908
255,085
Selling, general and
administration
(A)(1)(3)
30,304
18,223
3,577
52,104
Segment adjusted EBITDA
(A)
$
17,419
$
8,738
$
331
$
26,488
(z) includes interest revenue of:
$
3,286
$
120
$
-
$
3,406
(y) includes interest expense of:
$
766
$
1,588
$
-
$
2,354
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
5,254
$
437
$
194
$
8,614
$
14,499
Expenditures for long-lived assets
$
9,785
$
706
$
393
$
-
$
10,884
46
18.
Operating segments (continued)
(A) Cost of goods sold, IT processing, servicing and support and
Selling, general and administration for Merchant and Total
for
the six
months
ended
December 31,
2024 have
each increased
by $
0.34
million
and
$
0.12
million,
respectively,
as a
result of
the
correction discussed in Note 1. Segment Adjusted EBITDA
for Merchant and Total for the six months ended December 31,
2024 have
each decreased by $
0.45
million as a result of the correction discussed in Note 1.
Cost of goods sold, IT
processing, servicing and support and
Selling, general and administration
for Merchant and Total
for the
six months ended
December 31, 2025
have each increased
by $
0.18
million and $
0.06
million, respectively, as a
result of the
correction,
as discussed in
Note 1, to
the amount included
in the captions
Cost of goods
sold, IT processing,
servicing and
support and Selling,
general and
administration for the
three months ended
September 30, 2025.
Segment Adjusted EBITDA
for Merchant
and Total
for
the six months
ended December 31,
2025 have each
decreased by $
0.25
million as a result
of the correction,
as discussed in Note
1,
to the amount included in the caption Segment Adjusted EBITDA for
the three months ended September 30, 2025.
1)
Selling,
general
and
administration
includes
human
capital-related
expenses
(including
base
salary
and
bonus),
IT-related
expenses
(including
software
licenses,
hardware
maintenance,
hosting,
and
communication
expenses),
professional
fees
(including
audit, legal,
consulting and
other fees),
lease and
utilities expenses,
the allowance
for credit
losses and
other operating
and support
expenses.
(2) Segment Adjusted EBITDA
for the six months
ended December 31, 2025,
includes retrenchment costs for
Merchant of $
0.4
million (ZAR
7.4
million) and Consumer of $
0.1
million (ZAR
2.6
million).
(3) Segment Adjusted EBITDA for the six months ended December 31,
2024, includes retrenchments costs for Consumer of $
0.1
million (ZAR
1.2
million) and Enterprise of $
0.0
million (ZAR
0.2
million).
The reconciliation of the reportable segments’ measures of profit or loss to income (loss) before income tax expense for the three
and six months ended December 31, 2025 and 2024, is as follows:
Three months ended
Six months ended
December 31,
December 31,
2025
2024
2025
2024
Reportable segments' measure of profit or loss
(A)
$
20,673
$
14,400
$
39,379
$
26,488
Operating loss: Group costs
( 2,896 )
( 2,820 )
( 6,507 )
( 5,769 )
Once-off costs
( 247 )
( 488 )
( 514 )
( 2,293 )
Interest adjustment
-
757
-
1,588
Unrealized Gain (Loss) FV for currency adjustments
133
( 435 )
197
( 216 )
Stock-based compensation charge adjustments
( 1,945 )
( 2,644 )
( 3,806 )
( 5,021 )
Depreciation and amortization
( 13,568 )
( 8,223 )
( 26,462 )
( 14,499 )
Loss on disposal of equity-accounted investments
-
( 161 )
( 584 )
( 161 )
Change in fair value of equity securities
2,971
( 33,731 )
2,971
( 33,731 )
Other income
3,883
-
3,883
-
Loss on disposal of equity securities
( 730 )
-
( 730 )
-
Interest income
508
721
1,047
1,307
Interest expense
(A)
( 4,591 )
( 6,266 )
( 9,604 )
( 11,382 )
Income (Loss) before income tax expense
(A)
$
4,191
$
( 38,890 )
$
( 730 )
$
( 43,689 )
(A) Reportable
segments’ measure of
profit or loss
for the three
and six months
ended December 31,
2024, have decreased
by
$
0.23
million and $
0.45
million, respectively,
as a result of
the correction discussed
in Note 1.
Interest expense for
the three and
six
months
ended
December
31,
2024,
have
increased
by
$
0.09
million
and
$
0.18
million,
respectively,
as
a
result
of
the
correction
discussed in Note 1. Net
income (loss) before taxes for
the three and six months ended
December 31, 2024, have decreased
by $
0.63
million and $
0.63
million, respectively,
as a result of the correction discussed in Note 1.
Reportable segments’ measure of profit or loss and Net income (loss) before taxes for the six months ended December 31, 2025,
have decreased by $
0.25
million and $
0.36
million, as a result of the correction, as discussed in Note 1, to the amount
included in the
captions
Reportable segments’ measure of profit or loss and Net income (loss) before taxes for the three months ended September 30,
2025. Interest expense
for the six months
ended December 31,
2025, has increased
by $
0.12
million, as a result
of the correction,
as
discussed in Note 1, to the amount included in the caption Interest expense
for the three months ended September 30, 2025.
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.
47
19.
Income tax
Income tax in interim periods
For the purposes of interim
financial reporting, the Company
determines the appropriate income
tax provision by first applying
the effective
tax rate
expected to
be applicable
for the
full fiscal
year to
ordinary income.
This amount
is then
adjusted for
the tax
effect
of
significant
unusual
items,
for
instance,
changes
in
tax
law,
valuation
allowances
and
non-deductible
transaction-related
expenses that
are reported
separately,
and have an
impact on the
tax charge.
The cumulative effect
of any change
in the enacted
tax
rate, if and when applicable, on the opening balance of deferred tax assets
and liabilities is also included in the tax charge as a discrete
event in the interim period in which the enactment date occurs.
For
the
three
and
six
months
ended
December
31,
2025,
the Company’s
effective
tax
rate
was impacted
by
the
tax
expense
recorded by
the Company’s
profitable South
African operations,
non-taxable income
(including the
fair value
adjustment on
equity
securities and
other income)
and non-deductible
and expenses
(including transaction-related
expenditures). The
Company’s
income
tax benefit
was impacted by
a higher deferred
tax benefit as
a result of
the reduction in
the useful lives
of certain of
the Company’s
brand and trademark intangible assets which has
resulted in an increase in
amortization expense during the three and
six months ended
December 31, 2025.
For
the
three
and
six
months
ended
December
31,
2024,
the Company’s
effective
tax
rate
was impacted
by
the
tax
expense
recorded by the
Company’s profitable South African operations,
non-deductible expenses (including transaction-related expenditures),
the on-going
losses incurred
by certain of
the Company’s
South African
businesses and the
associated valuation
allowances created
related to the deferred tax assets recognized regarding net operating losses incurred
by these entities.
Uncertain tax positions
As of
December 31,
2025 and
June 30,
2025, the
Company had
no
unrecognized tax
benefits. The
Company files
income tax
returns mainly
in South
Africa, Botswana,
Namibia and
in the
U.S. federal
jurisdiction. As
of December
31, 2025,
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,
2020.
The Company
is subject
to
income
tax
in
other
jurisdictions
outside
South
Africa,
none
of
which
are
individually
material to its financial position, statement of cash flows, or results of operations.
20.
Commitments and contingencies
Guarantees
The South African
Revenue Service and
certain of the
Company’s customers,
suppliers and other
business partners have
asked
the Company
to provide
them with
guarantees, including
standby letters
of credit,
issued by
South African
banks. The
Company is
required to procure these guarantees for these third parties to operate
its business.
RMB has
issued
guarantees
to
these
third
parties
amounting
to
ZAR
31.8
million
($
1.9
million,
translated
at
exchange
rates
applicable as of December 31, 2025) thereby utilizing part of the Company’s
short-term facilities.
Nedbank has
issued guarantees
to these
third parties
amounting to
ZAR
2.1
million ($
0.1
million, translated
at exchange
rates
applicable as of December 31, 2025) 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.
The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of December 31,
2025. The maximum
potential amount that
the Company could
pay under these
guarantees is ZAR
35.1
million ($
2.0
million, translated
at exchange
rates applicable
as of
December 31,
2025). The
Company has
ceded and
pledged certain
bank accounts
to Nedbank
as
security
for
the guarantees
issued by
them with
an aggregate
value
of ZAR
2.1
million ($
0.1
million, translated
at exchange
rates
applicable as of December 31, 2025).
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
m
aterial adverse impact on the Company’s
financial position, results of operations or cash flows.
48
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.