Item 1. Financial Statements
Item 1. Financial Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Balance Sheets
March 31,
June 30,
2026
2025
(In thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
90,573
$
76,520
Restricted cash related to ATM funding
and credit facilities (Note 9)
124
119
Accounts receivable, net and other receivables (Note 3)
45,483
42,525
Finance loans receivable, net (Note 3)
99,411
74,110
Inventory (Note 4)
17,494
23,551
Total current assets before settlement assets
253,085
216,825
Settlement assets
21,433
27,098
Total current assets
274,518
243,923
PROPERTY,
PLANT AND EQUIPMENT, net of accumulated depreciation of - March: $
64,516
June:
$
55,086
(Note 1)
44,749
44,924
OPERATING LEASE RIGHT-OF-USE (Note 17)
8,410
9,691
EQUITY-ACCOUNTED INVESTMENTS
(Note 6)
237
199
GOODWILL (Note 7)
207,123
199,395
INTANGIBLE ASSETS, NET (Note 7), including integrated platform of - March: $
73,466
June: $
79,343
124,030
139,215
DEFERRED INCOME TAXES
11,206
12,554
OTHER LONG-TERM ASSETS (Note 6 and 8)
4,681
3,809
TOTAL ASSETS
674,954
653,710
LIABILITIES
CURRENT LIABILITIES
Short-term credit facilities (Note 9)
35,825
24,469
Accounts payable
19,362
19,867
Other payables (Note 10)
(A)
79,730
76,035
Operating lease liability - current (Note 17)
4,353
4,007
Current portion of long-term borrowings (Note 9)
15,327
11,956
Income taxes payable
2,524
1,400
Total current liabilities before settlement obligations
157,121
137,734
Settlement obligations
21,636
26,695
Total current liabilities
178,757
164,429
DEFERRED INCOME TAXES
29,142
33,921
OPERATING LEASE LIABILITY - LONG TERM (Note 17)
5,888
6,129
LONG-TERM BORROWINGS (Note 9)
186,242
188,813
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8)
3,620
2,991
TOTAL LIABILITIES
403,649
396,283
REDEEMABLE COMMON STOCK (Note 11)
84,680
88,957
EQUITY
COMMON STOCK (Note 11)
Authorized:
200,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury - March:
83,246,223
; 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:
March:
-
; June:
-
-
-
ADDITIONAL PAID-IN-CAPITAL
436,738
426,950
TREASURY SHARES, AT
COST - March:
28,562,600
; June:
29,934,044
( 292,009 )
( 298,523 )
ACCUMULATED OTHER
COMPREHENSIVE LOSS (Note 12)
(A)
( 176,471 )
( 185,626 )
RETAINED EARNINGS
(A)
218,264
218,725
TOTAL LESAKA EQUITY
186,625
161,629
NON-CONTROLLING INTEREST
-
6,841
TOTAL EQUITY
186,625
168,470
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY
$
674,954
$
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
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
(In thousands, except per share
data)
(In thousands, except per share
data)
REVENUE (Note 16)
$
183,051
$
161,450
$
533,233
$
491,234
EXPENSE
Cost of goods sold, IT processing, servicing and support
(A)
123,924
117,163
365,238
367,104
Selling, general and administration
(A)
39,249
32,591
112,418
91,685
Allowance for credit losses (Note 3)
2,502
1,679
9,311
5,699
Depreciation and amortization
10,543
8,429
37,005
22,928
Impairment loss (Note 7)
2,604
-
2,604
-
Transaction costs related to Adumo, Recharger and Bank Zero
acquisitions and certain compensation costs (Note 2)
144
1,222
285
3,174
OPERATING INCOME
4,085
366
6,372
644
CHANGE IN FAIR VALUE
OF EQUITY SECURITIES (Note 5 and 6)
( 378 )
( 20,421 )
2,593
( 54,152 )
OTHER INCOME (Note 10)
-
-
3,883
-
LOSS ON DISPOSAL OF EQUITY SECURITIES (Note 2)
-
-
730
-
NET LOSS ON IMPAIRMENT OF EQUITY-ACCOUNTED
INVESTMENT/ LOSS ON DISPOSAL OF EQUITY-ACCOUNTED
INVESTMENT (Note 6)
-
-
584
161
REVERSAL OF ALLOWANCE FOR
DOUBTFUL LOAN
RECEIVABLE
(Note 3)
1,500
-
1,500
-
INTEREST INCOME
1,154
645
2,201
1,952
INTEREST EXPENSE
(A)
4,477
5,869
14,081
17,251
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
1,884
( 25,279 )
1,154
( 68,968 )
INCOME TAX EXPENSE (BENEFIT) (Note 19)
1,503
( 2,934 )
2,027
( 9,268 )
NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY-
ACCOUNTED INVESTMENTS
381
( 22,345 )
( 873 )
( 59,700 )
EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS
(Note 6)
56
12
166
89
NET INCOME (LOSS)
437
( 22,333 )
( 707 )
( 59,611 )
(ADD) LESS NET (LOSS) INCOME ATTRIBUTABLE
TO NON-
CONTROLLING INTEREST
( 115 )
20
( 246 )
48
NET INCOME (LOSS) ATTRIBUTABLE
TO LESAKA
$
552
$
( 22,353 )
$
( 461 )
$
( 59,659 )
Net earnings (loss) per share, in United States dollars
(Note 14):
Basic earnings (loss) attributable to Lesaka shareholders
$
0.01
$
( 0.28 )
$
( 0.01 )
$
( 0.82 )
Diluted earnings (loss) attributable to Lesaka shareholders
$
0.01
$
( 0.28 )
$
( 0.01 )
$
( 0.82 )
(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
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
(In thousands)
(In thousands)
Net income (loss)
(A)
$
437
$
( 22,333 )
$
( 707 )
$
( 59,611 )
Other comprehensive (loss) income, net of taxes
Movement in foreign currency translation reserve
(A)
( 7,379 )
6,262
9,885
( 5,823 )
Release of foreign currency translation reserve related to
disposal/ liquidation of subsidiaries (Note 12)
( 494 )
-
( 520 )
6
Release of foreign currency translation reserve related to
impairment of equity-accounted investment (Note 12)
-
-
550
-
Total other comprehensive
(loss) income, net of
taxes
( 7,873 )
6,262
9,915
( 5,817 )
Comprehensive (loss) income
( 7,436 )
( 16,071 )
9,208
( 65,428 )
(Less) Add comprehensive (loss) income
attributable to non-controlling interest
( 175 )
( 196 )
( 518 )
362
Comprehensive (loss) income attributable to
Lesaka
$
( 7,611 )
$
( 16,267 )
$
8,690
$
( 65,066 )
(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 March 31, 2025 (dollar amounts in thousands)
Balance – January 1, 2025
(A)
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
Shares issued (Note 2 and Note 11)
2,490,000
2
-
-
2,490,000
( 2 )
-
-
-
Shares repurchased (Note 13)
( 2,495,662 )
( 27 )
( 2,495,662 )
-
( 27 )
( 27 )
Gain recognized related to issue of
shares included in treasury shares
(Note 2)
1,092,361
4,870
1,092,361
408
5,278
5,278
Restricted stock granted (Note 13)
81,500
81,500
-
-
Exercise of stock options (Note 13)
19,331
-
19,331
59
59
59
Stock-based compensation charge
(Note 13)
-
2,531
2,531
2,531
Reversal of stock-based compensation
charge (Note 13)
( 67,922 )
( 67,922 )
( 34 )
( 34 )
( 34 )
Net (loss) income
(A)
-
( 22,353 )
( 22,353 )
20
( 22,333 )
Dividends paid to non-controlling
interest
( 131 )
( 131 )
Other comprehensive income (Note
12)
(A)
6,086
6,086
176
6,262
Balance – March 31, 2025
(A)
110,979,566
$
103
( 29,700,666 )
$
( 297,476 )
81,278,900
$
424,912
$
247,807
$
( 193,634 )
$
181,712
$
6,792
$
188,504
$
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 nine months ended March 31, 2025 (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)
19,769,803
19
-
-
19,769,803
73,237
73,256
73,256
9,528
Shares repurchased (Note 13)
-
-
( 5,229,219 )
( 12,613 )
( 5,229,219 )
( 12,613 )
( 12,613 )
Gain recognized related to issue of
shares included in treasury shares
(Note 2)
1,092,361
4,870
1,092,361
408
5,278
5,278
Restricted stock granted (Note 13)
1,445,610
-
1,445,610
-
-
-
Exercise of stock options (Note 13)
36,345
1
36,345
110
111
111
Stock-based compensation charge
(Note 13)
-
7,563
7,563
7,563
Reversal of stock-based compensation
charge (Note 13)
( 108,243 )
-
( 108,243 )
( 45 )
( 45 )
( 45 )
Adumo non-controlling interest
acquired (Note 2)
-
-
7,586
7,586
Net (loss) income
(A)
-
( 59,659 )
( 59,659 )
48
( 59,611 )
Dividends paid to non-controlling
interest
-
-
( 432 )
( 432 )
Other comprehensive loss (Note 12)
(A)
( 5,407 )
( 5,407 )
( 410 )
( 5,817 )
Balance – March 31, 2025
(A)
110,979,566
$
103
( 29,700,666 )
$
( 297,476 )
81,278,900
$
424,912
$
247,807
$
( 193,634 )
$
181,712
$
6,792
$
188,504
$
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 March 31, 2026 (dollar amounts in thousands)
Balance – January 1, 2026
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
Shares repurchased (Note 13)
-
( 9,000 )
( 40 )
( 9,000 )
( 40 )
( 40 )
Loss recognized related to issue of
shares included in treasury shares
(Note 2)
1,680,628
7,663
1,680,628
19
7,682
7,682
-
Restricted stock granted (Note 13)
180,000
180,000
-
-
Stock-based compensation charge
(Note 13)
-
-
1,573
1,573
1,573
Reversal of stock-based compensation
charge (Note 13)
( 129,580 )
( 129,580 )
( 239 )
( 239 )
( 239 )
Deconsolidation of Humble (Note 2)
-
-
-
-
-
-
-
Lesaka Hospitality non-controlling
interest acquired (Note 11)
422
422
-
422
Transfer from redeemable common
stock to additional paid-in-capital
(Note 11)
4,277
4,277
-
4,277
( 4,277 )
Net Income (loss)
552
552
( 115 )
437
Acquisition of non-controlling interest
(Note 11)
-
( 7,312 )
( 7,312 )
Other comprehensive (loss) income
(Note 12)
( 8,163 )
( 8,163 )
290
( 7,873 )
Balance – March 31, 2026
111,808,823
$
103
( 28,562,600 )
$
( 292,009 )
83,246,223
$
436,738
$
218,264
$
( 176,471 )
$
186,625
$
-
$
186,625
$
84,680
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 nine months ended March 31, 2026 (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)
( 79,133 )
( 311 )
( 79,133 )
( 311 )
( 311 )
Loss recognized related to issue of
shares included in treasury shares
(Note 2)
1,757,344
8,036
1,757,344
( 51 )
7,985
7,985
Restricted stock granted
1,036,595
1,036,595
-
-
-
Stock-based compensation charge
(Note 13)
-
-
5,442
5,442
5,442
Reversal of stock-based compensation
charge (Note 13)
( 410,913 )
( 410,913 )
( 302 )
( 302 )
( 302 )
Deconsolidation of Humble (Note 2)
( 306,767 )
( 1,211 )
( 306,767 )
-
( 1,211 )
( 43 )
( 1,254 )
Lesaka Hospitality non-controlling
interest acquired (Note 11)
422
-
422
-
422
Transfer from redeemable common
stock to additional paid-in-capital
(Note 11)
4,277
4,277
4,277
( 4,277 )
Net loss
(A)
( 461 )
( 461 )
( 246 )
( 707 )
Acquisition of non-controlling interest
(Note 11)
-
-
( 7,312 )
( 7,312 )
Other comprehensive income (Note
12)
(A)
9,155
9,155
760
9,915
Balance – March 31, 2026
111,808,823
$
103
( 28,562,600 )
$
( 292,009 )
83,246,223
$
436,738
$
218,264
$
( 176,471 )
$
186,625
$
-
$
186,625
$
84,680
(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
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
(In thousands)
(In thousands)
Cash flows from operating activities
Net income (loss)
(A)
$
437
$
( 22,333 )
$
( 707 )
$
( 59,611 )
Depreciation and amortization
10,543
8,429
37,005
22,928
Impairment loss
2,604
-
2,604
-
Movement in allowance for doubtful accounts receivable
2,502
1,679
9,311
5,699
Fair value adjustment related to financial liabilities
( 197 )
105
( 162 )
( 159 )
Loss on disposal of equity securities (Note 6)
-
-
730
-
Loss on disposal of equity-accounted investments (Note 6)
-
-
584
161
Earnings from equity-accounted investments
( 56 )
( 12 )
( 166 )
( 89 )
Reversal of allowance for doubtful loans receivable
( 1,500 )
-
( 1,500 )
-
Gain on deconsolidation of subsidiary
( 848 )
-
( 848 )
-
Change in fair value of equity securities (Note 5 and 6)
378
20,421
( 2,593 )
54,152
Other income
-
-
( 3,883 )
-
Profit on disposal of property, plant and equipment
( 188 )
( 12 )
( 245 )
( 53 )
Movement in interest payable
83
2,886
( 85 )
6,443
Facility fee amortized
92
83
258
220
Stock-based compensation charge (Note 13)
1,334
2,497
5,140
7,518
Dividends received from equity-accounted investments
105
-
105
65
Decrease (Increase) in accounts receivable
12,613
10,820
( 69 )
6,525
Increase in finance loans receivable
( 535 )
( 11,819 )
( 30,116 )
( 21,734 )
Decrease in inventory
7,393
9,415
8,592
3,966
Increase (Decrease) in accounts payable and other payables
(A)
2,141
( 9,208 )
14,763
( 17,620 )
Deferred consideration due to seller of Recharger included in accounts payable
and other payables (Note 2 and Note 10)
-
1,130
-
1,130
Increase in taxes payable
1,254
1,012
1,344
1,624
Decrease in deferred taxes
( 585 )
( 4,430 )
( 4,485 )
( 13,804 )
Net cash provided by (used in) operating activities
37,570
10,663
35,577
( 2,639 )
Cash flows from investing activities
Capital expenditures
( 3,398 )
( 2,817 )
( 11,300 )
( 13,100 )
Proceeds from disposal of property, plant and equipment
( 671 )
395
240
1,720
Acquisition of intangible assets
( 1,205 )
( 1,673 )
( 3,352 )
( 2,274 )
Acquisitions, net of cash acquired
( 10,772 )
( 8,997 )
( 11,117 )
( 12,954 )
Cash disposed on disposal of subsidiary
-
-
( 165 )
-
Investment in equity securities
-
-
( 250 )
-
Proceeds from disposal of equity securities (Note 6)
-
-
2,971
-
Net change in settlement assets
6,295
3,085
7,049
5,389
Net cash used in investing activities
( 9,751 )
( 10,007 )
( 15,924 )
( 21,219 )
Cash flows from financing activities
Proceeds from bank overdraft (Note 9)
44,908
21,440
93,417
94,188
Repayment of bank overdraft (Note 9)
( 29,376 )
( 50,458 )
( 82,477 )
( 85,998 )
Long-term borrowings utilized (Note 9)
706
175,819
4,735
189,496
Repayment of long-term borrowings (Note 9)
( 10,203 )
( 134,503 )
( 12,588 )
( 148,297 )
Acquisition of non-controlling interest
( 3,538 )
-
( 3,538 )
-
Acquisition of treasury stock (Note 13)
( 40 )
( 27 )
( 311 )
( 12,613 )
Proceeds from exercise of stock options
-
59
-
110
Guarantee fee
-
( 539 )
( 33 )
( 970 )
Dividends paid to non-controlling interest
-
( 131 )
-
( 432 )
Net change in settlement obligations
( 5,959 )
( 3,152 )
( 6,436 )
( 5,591 )
Net cash (used in) provided by financing activities
( 3,502 )
8,508
( 7,231 )
29,893
Effect of exchange rate changes on cash and cash equivalents
( 3,221 )
1,222
1,636
( 830 )
Net increase in cash, cash equivalents and restricted cash
21,096
10,386
14,058
5,205
Cash, cash equivalents and restricted cash – beginning of period
69,601
60,737
76,639
65,918
Cash, cash equivalents and restricted cash – end of period (Note 15)
$
90,697
$
71,123
$
90,697
$
71,123
(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 nine months ended March 31, 2026 and 2025
(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 nine
months ended March 31, 2026 and
2025, 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
nine months ended March 31, 2025, 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 nine months ended March
31, 2026, 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
to
net
income
(loss)
attributable to Lesaka for the affected periods.
Specifically,
for the nine months
ended March 31, 2026,
Cost of goods sold,
IT processing, servicing
and support increased by
$
0.2
million, Selling,
general and
administration expense
increased by
$
0.06
million, Operating
income decreased
by $
0.2
million,
Interest expense increased
by $
0.1
million, and Net
income (loss) attributable
to Lesaka decreased
by $
0.4
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 nine months
ended March 31, 2026, 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 March 31, 2025
As reported
Correction
As revised
(in thousands, except per share data)
Cost of goods sold, IT processing, servicing and support
$
117,013
$
150
$
117,163
Selling, general and administration
34,217
53
34,270
Interest expense
5,777
92
5,869
Basic earnings (loss) per share attributable to Lesaka shareholders
$
( 0.27 )
$
( 0.01 )
$
( 0.28 )
Diluted earnings (loss) per share attributable to Lesaka shareholders
$
( 0.27 )
$
( 0.01 )
$
( 0.28 )
Condensed consolidated statement of operations
Nine months ended March 31, 2025
As reported
Correction
As revised
(in thousands, except per share data)
Cost of goods sold, IT processing, servicing and support
$
366,618
$
486
$
367,104
Selling, general and administration
97,213
171
97,384
Interest expense
16,983
268
17,251
Basic earnings (loss) per share attributable to Lesaka shareholders
$
( 0.81 )
$
( 0.01 )
$
( 0.82 )
Diluted earnings (loss) per share attributable to Lesaka shareholders
$
( 0.81 )
$
( 0.01 )
$
( 0.82 )
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 March 31, 2026
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 three
and nine
months ended
March 31,
2026, is summarized in the table below:
Three months ended March 31,
Nine months ended March 31,
2026
2025
2026
2025
Total cash paid
$
12,944
$
10,769
$
13,294
$
24,161
Less: cash acquired
2,172
1,772
2,177
11,207
Total cash paid, net
of cash received
$
10,772
$
8,997
$
11,117
$
12,954
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 $
0.1
million and $
0.3
million during the three and nine months
ended
March 31, 2026,
respectively, related
to the proposed
acquisition of Bank
Zero. The Company’s
accruals presented in
Note 10 of
as
March
31, 2026,
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
Atom Operations Proprietary Limited
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.
Mobilemart Proprietary Limited
On
January
30,
2026,
the
Company,
through
Prism,
entered
into
a
Sale
of
Shares
Agreement
(the
“Mobilemart
Purchase
Agreement”) with BASA
Ventures
Proprietary Limited (“BASA”) and
Mobilemart Proprietary Limited
(“Mobilemart”). Pursuant to
the Mobilemart Purchase Agreement and subject to its terms and conditions, Prism
agreed to acquire, and BASA agreed to sell, all of
the
outstanding
equity
interests
in
Mobilemart
for
a
total
purchase
consideration
of
$
2.5
million
(ZAR
40.0
million,
translated
at
February 6,
2026 exchange
rates) in
cash. The
transaction closed
on February
6, 2026.
The Company
did not
incur any
significant
transaction costs related to this acquisition.
These acquisitions were allocated to our Enterprise operating segment.
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 transaction consideration per
the Recharger Purchase Agreement
was settled in two tranches.
The second and final tranche
was settled
on March
3, 2026,
and comprised
a contractual
cash payment
of ZAR
175.0
million ($
10.4
million) and
the delivery
of
shares of Lesaka’s common
stock with a contractual value of ZAR
75.0
million ($
4.6
million).
The Company
previously recorded
the stock-based
compensation charge
related to
the cash-settled
awards in
other payables.
The Company
recorded a
fair value
loss of $
0.4
million during
the three and
nine months ended
March 31,
2026, under
the caption
change
in
fair value
of equity
securities
in
the unaudited
condensed
consolidated
statement
of operations.
The fair
value
loss was
calculated
as
the
difference
between
the
fair
value
of
the
shares
of
common
stock
transferred
on
March
3,
2026,
and
the
amount
recorded
in
other
payables
as
of
June
30,
2025.
The
1,017,914
shares
of
common
stock
to
be
provided
was
calculated
using
the
contractual
value
of
ZAR
75.0
million
divided
by
the
volume-weighted
average
price
of
the
Company’s
common
shares
on
the
Johannesburg Stock Exchange for the three-month period prior to February 24, 2026. The fair value of the shares of common stock in
U.S. dollars was
calculated using
the shares issued
multiplied by the
Company’s closing
price on the
Johannesburg Stock
Exchange
on March 3, 2026, of ZAR
75.37
, and translated to U.S. dollars at the exchange rate of $1: ZAR
16.35
.
Lesaka SA delivered the
1,017,914
shares of the Company’s common stock from a pool of shares it purchased in October 2024,
and the Company recognized
a loss in
additional paid-in-capital of $
0.1
million related to
the difference between in the
value on March
3, 2026, and the price paid per share in October 2024.
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 nine
months ended
March
31,
2025.
The
table
below
presents
transaction
costs
incurred
related
to
the
acquisition
of
Adumo
and
Recharger,
and
the
proposed acquisition of Bank Zero,
as well as
certain post-combination compensation costs expensed during
the three and nine
months
ended March 31, 2026 and 2025:
Three months ended
March 31,
Nine months ended
March 31,
2026
2025
2026
2025
Bank Zero transaction costs
$
144
$
-
$
270
$
-
Adumo transaction costs
-
-
3
1,702
Recharger transaction costs
-
92
12
342
Recharger post-combination services expensed
-
1,130
-
1,130
Total
$
144
$
1,222
$
285
$
3,174
15
2.
Acquisitions and Dispositions (continued)
2025 Acquisitions (continued)
Pro forma results related
to acquisitions
Pro forma results of operations have not been presented for the acquisitions of Atom and Mobilemart because the effect of these
acquisitions,
individually
and
in
aggregate,
are
not
material
to
the
Company.
Since
the
closing
of
these
acquisitions,
they
have
contributed revenue and net income of $
4.30
million and $
( 0.13 )
million, respectively, for
the nine months ended March 31, 2026.
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 March 31, 2026, and June 30, 2025, are presented in the
table below:
March 31,
June 30,
2026
2025
Accounts receivable, trade, net
$
19,674
$
16,433
Accounts receivable, trade, gross
22,163
18,186
Less: Allowance for doubtful accounts receivable, end of period
2,489
1,753
Beginning of period
1,753
1,241
Reversed to statement of operations
( 258 )
( 521 )
Charged to statement of operations
1,395
1,856
Write-offs
( 473 )
( 847 )
Deconsolidation
( 4 )
-
Foreign currency adjustment
76
24
Current portion of amount outstanding related to sale of interest in Carbon,
net of
allowance: March 2026: $
750
; June 2025: $
750
-
-
Amount due from VantagePay,
net of allowance: March 2026: $
0
; June 2025: $
1,500
2,027
-
Other receivables
23,782
26,092
Total accounts receivable,
net and other receivables
$
45,483
$
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.
The Company previously provided
Vantage
Africa Limited (“VantagePay”)
with a working capital facility
of $
1.5
million. The
Company created an allowance for
credit losses related to
loans receivable of $
1.5
million during the year
ended June 30, 2021, related
to the
full amount
outstanding as
of June
30, 2021.
This amount
was still
outstanding
as of
June 30,
2025. The
Company recently
entered into discussions
with VantagePay
regarding steps to recover
the amount outstanding,
and the Company believes
that there is
sufficient
evidence
to
support
the
recoverability
of
the
amount
due
from
VantagePay
.
The
Company
recorded
a
reversal
of
the
allowance
for
credit
losses
of
$
1.5
million
previously
recognized
during
the
three
and
nine
months
ended
March
31,
2026.
The
Company also recognized outstanding interest of $
0.5
million during the three and nine months ended March 31, 2026.
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 March 31, 2026, and June 30, 2025, is presented in the table below:
March 31,
June 30,
2026
2025
Microlending finance loans receivable, net
$
76,694
$
52,492
Microlending finance loans receivable, gross
82,025
56,140
Less: Allowance for doubtful finance loans receivable, end of period
5,331
3,648
Beginning of period
3,648
1,947
Reversed to statement of operations
-
( 161 )
Charged to statement of operations
6,461
4,301
Write-offs
( 4,934 )
( 2,499 )
Foreign currency adjustment
156
60
Merchant finance loans receivable, net
22,717
21,618
Merchant finance loans receivable, gross
25,713
23,214
Less: Allowance for doubtful finance loans receivable, end of period
2,996
1,596
Beginning of period
1,596
2,697
Reversed to statement of operations
( 119 )
( 22 )
Charged to statement of operations
1,832
2,576
Write-offs
( 384 )
( 3,709 )
Foreign currency adjustment
71
54
Total finance
loans receivable, net
$
99,411
$
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 $
21.9
million as
of March
31, 2026
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 March 31, 2026, was
6.5
%. The performing component (that is, outstanding loan payments not in
arrears)
of the
book exceeds
more
than
98
% and
99
%, of
the outstanding
lending book
as of
June 30,
2025, and
March 31,
2026,
respectively.
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 March 31, 2026, 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
91
%,
8
% and
1
%, respectively, of the outstanding lending book
as of March 31, 2026.
4.
Inventory
The Company’s inventory
comprised the following categories as of March 31, 2026, and June 30, 2025:
March 31,
June 30,
2026
2025
Raw materials
$
2,757
$
2,963
Work-in-progress
225
293
Finished goods
14,512
20,295
$
17,494
$
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
generally
declined in
recent quarters.
However,
the escalation of
conflict in the
Middle East has
increased oil and
commodity prices and
contributed to heightened
global
market volatility.
This is expected to exert upward pressure on inflation in the near term, which may
result in interest rates increasing
toward the end of the year or early next 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
increase moderately
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 were 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 March 31, 2026,
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)
134
-
-
134
Fixed maturity
investments (included in
cash and cash equivalents)
4,233
-
-
4,233
Total assets at fair value
$
4,367
$
-
$
-
$
4,367
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 nine months ended March 31, 2026, the Company
transferred its investment in Cell C Listco out
of Level 3 following
the
disposal
of
these
equity
securities.
During
the
nine
months
ended
March
31,
2026,
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 months ended March 31, 2026
or during the three and nine months
ended March
31, 2025,
respectively.
There was
no
movement in
the carrying
value of
assets measured
at fair
value on
a recurring
basis, and categorized within
Level 3, during the
three months ended March
31, 2026 or
during the three and
nine months ended March
31, 2025, respectively.
Summarized below is the movement in the carrying value of
assets and liabilities measured at fair value on a recurring
basis, and
categorized within Level 3, during the nine months ended March 31, 2026:
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 March 31, 2026
$
-
(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 nine months ended March 31, 2025:
Carrying value
Assets
Balance as of June 30, 2024
$
-
Foreign currency adjustment
(1)
-
Balance as of March 31, 2025
$
-
(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
March 31,
2026,
and
June 30,
2025, was
as
follows:
March 31,
June 30,
2026
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
nine
months
ended
March 31, 2026, 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 March
31, 2026, and June 30, 2025:
March 31,
June 30,
2026
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)
134
125
Reinsurance assets under insurance contracts (Note 8)
2,312
1,837
Other long-term assets
1,985
1,847
Total other long-term
assets
$
4,681
$
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 nine months
ended March 31, 2026,
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 March 31, 2026.
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 $
3.56
(INR
304.05
per share at the USD: INR
exchange rates applicable as of
March 31, 2025). The Company
used this valuation
as the basis for its adjustment to decrease the carrying value of its investment in MobiKwik by $
54.2
million from $
76.3
million as of
June 30, 2024, to $
22.1
million as of March 31, 2025. The change in the fair value of MobiKwik for the three and nine months
ended
March 31, 2025, of $
20.4
million and $
54.2
million, respectively, is included in the caption “Change in fair value of equity securities”
in the consolidated statement of
operations for the three and nine months
ended March 31, 2025. 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 March 31, 2026:
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 nine months ended March 31, 2026:
Gross value
Accumulated
impairment
Carrying
value
Balance as of June 30, 2025
$
236,109
$
( 36,714 )
$
199,395
Impairment loss
-
( 388 )
( 388 )
Acquisition (Note 2)
1,586
-
1,586
Deconsolidation of Humble (Note 2)
( 1,515 )
-
( 1,515 )
Foreign currency adjustment
(1)
9,306
( 1,261 )
8,045
Balance as of March 31, 2026
$
245,486
$
( 38,363 )
$
207,123
(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.
Impairment loss
The Company assesses the carrying
value of goodwill for impairment
annually, or more
frequently, whenever
events occur and
circumstances change indicating potential impairment. The Company
performs its annual impairment test as at June 30 of each year.
In order to determine
the amount of goodwill
impairments, the estimated
fair value of the
Company’s
reporting units’ business
assets and liabilities were compared to the carrying value of their assets and liabilities. The Company typically uses a discounted cash
flow model in order to determine the fair value of its businesses (this is a Level-3 fair value
measurement), however the reporting unit
impairment during
the three
and nine
months ended
March 31,
2026, did
not have
any future
cash flows
to discount
following the
termination of its sole revenue generating contract with a customer. Based on this analysis, the Company determined that the carrying
value of the reporting units’ business assets and liabilities exceeded their fair
value at the reporting date.
In determining the
fair value
of the
reporting unit, the
Company considered key
judgements related to
the reporting unit’s ongoing
revenue growth rates and the reporting unit’s
ability to continue to operate as a going concern.
Nine months ended March 31, 2026, impairment
loss
The Company recognized
an impairment loss
of $
0.4
million as a result
of the impairment
analysis performed
as of March
31,
2026, related to goodwill allocated to its
Switchpay reporting unit within its Merchant segment. The
impairment is included within the
caption impairment loss in the
unaudited condensed consolidated statement
of operations for the three and nine
months ended March
30, 2026.
At June 30, 2025, the fair value of the Switchpay reporting unit exceeded
its carrying value by
50
%. The impairment loss in the
Switchpay reporting unit resulted
from the termination of its
sole customer contract
during fiscal 2026 which adversely
impacted its
future cash flows,
growth prospects and its ability to continue as a going concern.
The table presents the components of impairment loss for the three and nine
months ended March 31, 2026:
Three months ended
March 31, 2026
Nine months ended
March 31, 2026
Goodwill impairment loss
$
388
$
388
Impairment of right-of-use assets (Note 17)
1,528
1,528
Impairment of property,
plant and equipment
(1)
688
688
Balance as of March 31, 2026
$
2,604
$
2,604
(1)
During
the
three
and
nine months
ended
March
31,
2026,
the
Company
commenced
the
process
to
wind
down
its ATM
business and recognized an impairment related to ATMs
recorded in property, plant and equipment
to reduce the carrying amounts of
these assets to
their estimated recoverable
values. The recoverable
values were determined
based on estimated
proceeds expected
to
be
realized
primarily
through the
piecemeal
disposal
of
the
assets.
The
Company’s
management
estimated
the
recoverable
values
based on
observable market
pricing for
similar assets,
adjusted for
the condition,
age and
expected timing
of sale.
These estimates
represent management’s best estimate of fair value
less costs to sell.
The fair value measurements associated
with the impairment were
classified
within
Level
3
of
the
fair
value
hierarchy,
as
the
valuation
incorporates
significant
unobservable
inputs,
including
assumptions regarding expected
selling prices and
market demand for
used ATM
equipment. Actual proceeds
may differ from
these
estimates arising from changes in market conditions or the timing and manner of disposal.
25
7.
Goodwill and intangible assets, net (continued)
Goodwill (continued)
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
Impairment loss
( 388 )
-
-
( 388 )
Acquisitions (Note 2)
-
-
1,586
1,586
Deconsolidation of Humble (Note 2)
( 1,515 )
-
-
( 1,515 )
Foreign currency adjustment
(1)
7,332
247
466
8,045
Balance as of March 31, 2026
$
185,063
$
6,274
$
15,786
$
207,123
(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 March 31,
2026, and June
30,
2025:
As of March 31, 2026
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
$
147,087
$
( 55,426 )
$
91,661
$
137,099
$
( 41,925 )
$
95,174
Customer relationships
55,656
( 23,648 )
32,008
53,369
( 18,568 )
34,801
Brands and trademarks
(1)
18,980
( 18,619 )
361
18,233
( 8,993 )
9,240
FTS patent
2,246
( 2,246 )
-
2,158
( 2,158 )
-
Total finite-lived
intangible
assets
$
223,969
$
( 99,939 )
$
124,030
$
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 $
6.3
million during the nine months ended March 31, 2026 compared with the nine months ended March
31,
2025. The change in
the useful lives resulted in
a $
4.6
million increase in the
Company’s net
loss from continuing operations
for the
nine months ended
March 31, 2026,
respectively,
and did not
have a significant
impact on earnings
(loss) per share.
The change did
n
ot impact prior periods.
26
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 March
31, 2026 and 2025,
was
$
6.1
million and $
5.1
million, respectively.
Aggregate amortization
expense on the
finite-lived intangible
assets for the
nine months
ended March 31, 2026 and 2025, was $
25.2
million and $
13.9
million, respectively. Future estimated annual amortization expense for
the next five
fiscal years and
thereafter,
assuming exchange
rates that prevailed
on March
31, 2026,
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 nine months ended March 31, 2026)
$
6,115
Fiscal 2027
22,817
Fiscal 2028
21,782
Fiscal 2029
21,310
Fiscal 2030
19,374
Thereafter
32,632
Total future
estimated annual amortization expense
$
124,030
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
nine
months ended March 31, 2026:
Reinsurance
Assets
(1)
Insurance
contracts
(2)
Balance as of June 30, 2025
$
1,837
$
( 2,644 )
Increase in policyholder benefits under insurance contracts
704
( 9,935 )
Claims and decrease in policyholders’ benefits under insurance contracts
( 306 )
9,376
Foreign currency adjustment
(3)
77
( 110 )
Balance as of March 31, 2026
$
2,312
$
( 3,313 )
(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
nine months
ended March 31, 2026:
Assets
(1)
Investment
contracts
(2)
Balance as of June 30, 2025
$
133
$
( 125 )
Increase in policy holder benefits under investment contracts
4
( 4 )
Foreign currency adjustment
(3)
( 3 )
( 5 )
Balance as of March 31, 2026
$
134
$
( 134 )
(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.
27
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”) following the cessation of JIBAR after its final publication on
31
December
2026.
ZARONIA
reflects
the
interest
rate
at
which
rand-denominated
overnight
wholesale
funds
are
obtained
by
commercial
banks.
The “No
New
JIBAR”
initiative
will commence
on 1
May 2026,
marking
the cut-off
date
from which
market
participants should no
longer enter
into new
financial contracts
referencing JIBAR, except
in clearly
defined and limited
circumstances.
Certain of the
Company’s borrowings referenced JIBAR as
a base interest
rate. In February
2026, the Company amended
its borrowing
agreement to change
the reference rate
from JIBAR to
ZARONIA from April
1, 2026 in
anticipation of the
“No New JIBAR”
initiative.
The reference rate applicable to
Facilities A and B will be
ZARONIA plus a credit adjustment
spread (“CAS”), intended to place
the
parties in
substantially the
same economic
position as
if JIBAR
had not
ceased. As
of April
1, 2026,
ZARONIA and
JIBAR were
6.606
% and
6.760
%, respectively, implying an indicative CAS of
0.154
%, or
15.4
basis points, to align ZARONIA
with the prevailing
JIBAR rate on
that date. The
final CAS will
be determined in
accordance with the
CTA,
either by agreement
between the Company
and
the
facility
agent
or,
failing
agreement,
by
the
facility
agent
using
the
applicable
SARB-recommended
or
market-adopted
methodology.
South Africa
The JIBAR, an average of
3 month negotiable certificates of deposit
(“NCD”) rates, on March 31, 2026,
was
6.75
%. The prime
rate,
the
benchmark
rate
at
which
private
sector
banks
lend
to
the
public
in
South
Africa,
on
March
31,
2026,
was
10.25
%.
The
ZARONIA rate on March 31, 2026, was
7.00
%.
Facilities obtained in February 2025
Long-term borrowings – Facility A and Facility B Agreements
On February 27, 2025, the Company, Lesaka SA and a
number of other subsidiaries of Lesaka
SA entered into a Common Terms
Agreement (the “Original CTA”) with FirstRand
Bank Limited (acting through
its Rand Merchant Bank
division) (“RMB”), FirstRand
Bank
Limited
(acting
through its
WesBank
division)
(“WesBank”),
FirstRand
Bank
Limited
being
a
South
African
corporate
and
investment
bank,
Investec
Bank
Limited
(acting
through
its
Investment
Banking
division:
Corporate
Solutions)
(“Investec”
and
together with RMB and WesBank,
the “Lenders”), a South African
corporate and investment bank,
and Bowwood and Main No
408
(RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the
benefit of the Lenders and acting as debt guarantor,
and certain other parties.
On February
27, 2026,
the Company,
Lesaka SA
and a
number of
other subsidiaries
of Lesaka
SA, the
Lenders and
the Debt
Guarantor
entered into
a Amended
and Restated
Common Terms
Agreement
(“Restated CTA”)
which replaced
the Original
CTA,
and:
●
amended the reference rate from JIBAR TO ZARONIA;
●
aligned the
annual repayment
dates for
Facility B
from February
to March,
with the
final maturity
date unchanged
as
February 27, 2029; and
●
updated
certain provisions to expressly permit the implementation of interest rate hedging.
The Restated CTA was further
amended by a letter dated March 27, 2026.
On March 31, 2026, the Company made its first scheduled repayment of
ZAR
150.0
million ($
9.0
million) related to Facility B.
Short-term facility - General Banking Facility
Concurrent with
the execution
of the
Original CTA,
Lesaka SA
and RMB
entered into
a General
Banking Facility
Agreement
(the “Original GBF Agreement”), which was amended by an addendum
dated on or about July 16, 2025. On March 27, 2026, Lesaka
SA and
RMB entered
into an
Amended and
Restated General
Banking Facility
(“Restated GBF
Agreement”) to
amend and
replace
the Original GBF Agreement. Pursuant
to the Restated GBF
Agreement, Lesaka SA and certain
of its subsidiaries have access
to direct
facilities
of
ZAR
1.1
billion
($
67.1
million),
which
include
a
general
banking
facility
(a
demand
facility);
short-term
direct
and
contingent facilities which cover
forward exchange contracts and credit
cards; an indirect facility of ZAR
57.7
million ($
3.4
million)
for bank
guarantees; and
settlement lines
of ZAR
326.0
million ($
19.1
million). The
direct facilities
may be
reallocated as
indirect
facilities, and indirect facilities may be reallocated as direct facilities.
The facilities under the
Restated GBF Agreement were
available for utilization
from March 30, 2026,
and are subject to annual
review by RMB. Lesaka SA
paid an upfront fee of
ZAR
3.45
million ($
0.2
million, translated at rates
applicable as of March 31,
2026)
to the RMB related to this transaction.
28
9.
Borrowings (continued)
Movement in short-term credit facilities
Summarized below
are the
Company’s
short-term facilities
as of
March 31,
2026, and
the movement
in the
Company’s
short-
term facilities from as of June 30, 2025 to as of March 31, 2026:
RMB
RMB
Nedbank
GBF
Other
Facilities
Total
Short-term facilities available as of March 31, 2026
$
67,064
$
3,383
$
9,179
$
79,626
Overdraft
67,064
-
-
67,064
Indirect and derivative facilities
-
3,383
9,179
12,562
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
93,417
-
-
93,417
Repaid
( 82,477 )
-
-
( 82,477 )
Guarantee fee paid
( 257 )
-
-
( 257 )
Foreign currency adjustment
(1)
673
-
-
673
Balance as of March 31, 2026
35,825
-
-
35,825
No restrictions as to use
$
35,825
$
-
$
-
$
35,825
Interest rate as of March 31, 2026 (%)
(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
-
( 1,635 )
-
( 1,635 )
Utilized
-
1,559
-
1,559
Foreign currency adjustment
(1)
-
76
5
81
Balance as of March 31, 2026
$
-
$
1,864
$
124
$
1,988
(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 March 31,
2026 and 2025, 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
nine months
ended March
31, 2026
and
2025, was $
1.9
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
i
ncluded on the Company’s
unaudited condensed consolidated statements of cash flows for the nine months
ended March 31, 2025.
29
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 March 31, 2026:
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
-
-
3,763
972
4,735
Facilities repaid
-
( 8,953 )
( 3,635 )
-
( 12,588 )
Non-refundable fees paid
-
-
-
( 33 )
( 33 )
Non-refundable fees amortized
233
-
5
20
258
Foreign currency adjustment
(1)
4,931
2,466
320
711
8,428
Closing balance as of March 31, 2026
125,539
49,834
7,632
18,564
201,569
Included in current
-
11,726
3,601
-
15,327
Included in long-term
125,539
38,108
4,031
18,564
186,242
Unamortized fees
( 847 )
-
-
( 14 )
( 861 )
Due within 2 years
-
17,588
2,416
-
20,004
Due within 3 years
126,386
20,520
1,403
18,578
166,887
Due within 4 years
-
-
212
-
212
Due within 5 years
$
-
$
-
$
-
$
-
$
-
Interest rates as of March 31, 2026 (%):
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 (ZARONIA from April 1,
2026) 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 (ZARONIA from April 1, 2026)
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 March 31,
2026 and 2025, was $
2.3
million and
$
4.2
million, respectively. Prepaid facility fees amortized
included in interest expense during the three months ended March 31, 2026
and 2025, 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 nine months ended March 31, 2026 and 2025, was $
9.8
million and
$
4.2
million, respectively.
Prepaid facility fees amortized included
in interest expense during the nine
months ended March 31, 2026
and 2025, respectively,
were $
0.2
million and $
0.1
million, respectively.
30
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
March
31,
2026)
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 $
1.5
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 March 31, 2026 and 2025.
Interest expense incurred under the Company’s
South African long-term borrowings to fund its Consumer lending book (for the
nine months ended
March 31,
2026)
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 $
4.8
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
nine months ended March 31, 2026 and 2025.
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 nine months ended March
31, 2025.
10.
Other payables
Summarized below is the breakdown of other payables as of March
31, 2026, and June 30, 2025:
March 31,
June 30,
2026
2025
Vendor
wallet balances
$
24,407
$
19,529
Accruals
14,860
8,469
Clearing accounts
14,475
6,766
Provisions
8,532
8,497
Value
-added tax payable
(A)
7,727
6,347
Deferred consideration due to seller of Recharger
-
13,837
Payroll-related payables
2,264
1,931
Other
7,465
10,659
$
79,730
$
76,035
(A) Value-added
tax payable and the total of Other payables as of June 30, 2025, 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 nine months ended March 31, 2026.
11.
Capital structure
Redeemable common stock issued pursuant to transaction with the IFC Investors
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 redeemable
common stock issued pursuant to transactions with
the IFC Investors.
During
the
three
and
nine
months
ended
March
31,
2026,
the
IFC
Investors,
specifically
IFC
African,
Latin
American
and
Caribbean Fund, LP
(“ALAC”), made numerous
filings on Form
4 Statement of
Beneficial Ownership with
the United States
Securities
and
Exchange
Commission
reporting
that
ALAC
had
sold
an
aggregate
of
396,397
shares
of
the
Company’s
common
stock
and
therefore
the
additional
contractual
rights,
including
the
put
option
rights
related
to
these
396,397
shares,
expired.
The
Company
reclassified $
4.3
million related to these
396,397
shares sold from redeemable
common stock to additional
paid-in-capital during the
three and nine months ended March 31, 2026.
31
11.
Capital structure (continued)
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 nine months
ended March 31, 2026 and 2025, respectively,
and the number of
shares, net of treasury,
excluding non-vested equity shares that have not vested as of March 31, 2026 and 2025,
respectively:
March 31,
March 31,
2026
2025
Number of shares, net of treasury:
Statement of changes in equity
83,246,223
81,278,900
Less: Non-vested equity shares that have not vested as of end of period
2,578,737
2,816,172
Number of shares, net of treasury,
excluding non-vested equity shares that have not
vested
80,667,486
78,462,728
Acquisition of Lesaka Hospitality non-controlling
interests
During
the
three
and
nine
months
ended
March
31,
2026,
the
Company
acquired
all
of
the
issued
share
capital
of
Lesaka
Hospitality (formerly
known as
GAAP Point
of Sale
Proprietary Limited)
(“Lesaka Hospitality”)
that it
did not
previously own
for
approximately $
7.0
million, which was settled
utilizing cash of
$
4.0
million and the
transfer of
662,714
shares of Lesaka’s
common
stock with a fair
value of $
3.0
million on closing on
March 6, 2026.
The
662,714
shares of the
Company’s common stock were sourced
from a pool of shares the Company purchased in October 2024 and December 2025, respectively, and the Company recognized a gain
in additional paid-in-capital of $
0.1
million related to the difference between the value on March 6, 2026, and the price paid per share
in October
2024 and
December 2025,
respectively.
The acquisition
of the
non-controlling
interests was
accounted
for as
an equity
transaction with
a non-controlling
interest and
accordingly
no
gain or
loss was
recognized
in the
Company’s
unaudited condensed
consolidated
statement
of
operations.
The
carrying
amount
of
the
non-controlling
interest
was
adjusted
to
reflect
the
change
in
ownership interest in Lesaka Hospitality. The difference between the fair value of the consideration paid and the amount by which the
non-controlling interest was adjusted, of $
0.4
million, was recognized in, and increased, total Lesaka equity.
12.
Accumulated other comprehensive loss
The table
below presents
the change
in accumulated
other comprehensive
loss per
component
during the
three months
ended
March 31, 2026:
Three months ended
March 31, 2026
Accumulated
foreign
currency
translation
reserve
Total
Balance as of January 1, 2026
$
( 168,308 )
$
( 168,308 )
Movement in foreign currency translation reserve related to disposal of
subsidiary
( 494 )
( 494 )
Movement in foreign currency translation reserve
( 7,669 )
( 7,669 )
Balance as of March 31, 2026
$
( 176,471 )
$
( 176,471 )
The table
below presents
the change
in accumulated
other comprehensive
loss per
component during
the three
months ended
March 31, 2025:
Three months ended
March 31, 2025
Accumulated
foreign
currency
translation
reserve
Total
Balance as of January 1, 2025
(A)
$
( 199,720 )
$
( 199,720 )
Movement in foreign currency translation reserve
(A)
6,086
6,086
Balance as of March 31, 2025
(A)
$
( 193,634 )
$
( 193,634 )
32
12.
Accumulated other comprehensive loss (continued)
(A) Accumulated other
comprehensive loss and
Total
as of January
1, 2025, have
each decreased by
$
0.2
million as a result
of
the correction discussed in Note 1. Accumulated
other comprehensive loss and Total for the three months ended March
31, 2025, have
each increased by
$
0.08
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 March 31, 2025, have
each increased 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
nine
months
ended
March 31, 2026:
Nine months ended
March 31, 2026
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 impairment of equity
-accounted
investment
550
550
Release of foreign currency translation reserve related to liquidation of subsidiaries
( 516 )
( 516 )
Movement in foreign currency translation reserve
(A)
9,121
9,121
Balance as of March 31, 2026
(A)
$
( 176,471 )
$
( 176,471 )
(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
nine months
ended March
31, 2026,
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
Total as of March
31, 2026, have each increased by $
0.1
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
nine
months ended
March 31, 2025:
a
Nine months ended
March 31, 2025
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
(A)
( 5,413 )
( 5,413 )
Balance as of March 31, 2025
(A)
$
( 193,634 )
$
( 193,634 )
(A) Accumulated other
comprehensive loss and
Total
as of July
1, 2024, have
each increased by
$
0.1
million as a result
of the
correction discussed
in Note
1. Accumulated
other comprehensive
loss and
Total
for the
nine months
ended March
31, 2025,
have
each decreased by
$
0.04
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 March 31, 2025,
have each increased by
$
0.09
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.
33
12.
Accumulated other comprehensive loss (continued)
During
the
three
months
ended
March
31,
2026,
the
Company
reclassified
a
gain
of
$
0.5
million
from
accumulated
other
comprehensive loss (accumulated foreign currency translation reserve) to
net loss related to the
liquidation of a subsidiary.
There were
no
reclassifications from accumulated other comprehensive loss to net loss during
the three months ended March 31, 2025.
During
the
nine
months
ended
March
31,
2026,
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 the
nine months
ended March
31, 2026,
the Company
reclassified an
aggregate gain
of $
0.5
million
from accumulated other comprehensive loss (accumulated
foreign currency translation reserve) to net loss related to the
disposal of a
subsidiary
and
the liquidation
of a
subsidiary.
During the
nine
months
ended
March 31,
2025,
the Company
reclassified
a
loss of
$
0.006
million from
accumulated other
comprehensive loss
(accumulated foreign
currency translation
reserve) to
net loss related
to
the liquidation of subsidiaries.
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 nine months
ended March 31, 2026 and 2025:
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 - March 31, 2026
5,866,904
8.71
2.55
1,107
1.20
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
Granted – December 2024
350,000
6.00
-
433
1.24
Granted – December 2024
250,000
8.00
-
177
0.71
Granted – January 2025
100,000
8.00
2.00
71
0.71
Granted – January 2025
150,000
11.00
2.00
107
0.71
Granted – January 2025
150,000
14.00
2.00
123
0.82
Exercised
( 36,345 )
3.02
-
70
-
Forfeited
( 13,333 )
11.23
-
-
8.83
Outstanding - March 31, 2025
5,868,570
8.71
3.79
886
1.20
No
stock options were awarded during the
three and nine months ended March
31, 2026. The Company awarded
400,000
stock
options
to
an
executive
officer
during
the
three
months
ended
March
31,
2025
with
strike
prices
ranging
from
$
8
to
$
14
,
and
an
aggregate of
1,000,000
stock options during the nine months
ended March 31, 2025 with strike
prices ranging from $
6
to $
14
. These
stock options, together with the
600,000
that were awarded in December 2024, will vest on December 31, 2026, and
vesting is subject
to the executive officers continued employment with the Company through to the vesting date. The
1,000,000
stock options expire on
January 31, 2029.
No
stock options were exercised or forfeited during the three and nine months ended March 31, 2026. During
the three and nine
months ended
March 31, 2025,
the Company
received $
0.06
million and
$
0.1
million from the
exercise of
19,331
and
36,345
stock
options, respectively. Employees forfeited an aggregate of
13,333
stock options during each
of the three and
nine months ended March
31, 2025.
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.
34
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 nine months
ended March 31,
2025:
Nine months
ended
March 31,
2025
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
March 31, 2026:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
and expecting to vest - March 31, 2026
5,866,904
8.71
2.55
1,107
These options have an exercise price range of $
3.01
to $
14.00
.
The following table presents stock options that are exercisable as of March
31, 2026:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - March 31, 2026
866,904
3.99
2.95
1,107
No
stock options became exercisable during each of the three and nine
months ended March 31, 2026 and 2025. During each of
the three and nine months ended March
31, 2025,
26,982
stock options became exercisable. The Company issues
new shares to satisfy
stock option exercises.
35
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock
The following table summarizes restricted stock activity for the nine
months ended March 31, 2026 and 2025:
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
1,009,095
4,012
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
Granted – February 2026
150,000
698
Granted – March 2026
30,000
139
Total vested
( 238,845 )
949
Vested
– August 2025
( 10,933 )
50
Vested
– October 2025
( 33,333 )
139
Vested
– November 2025
( 120,434 )
465
Vested
– December 2025
( 52,479 )
196
Vested
– February 2025
( 21,666 )
99
Forfeitures
( 361,413 )
1,437
Forfeitures
( 103,545 )
475
Forfeitures December 2022 award with market conditions
( 257,868 )
962
Non-vested – March 31, 2026
2,578,737
9,825
Non-vested – June 30, 2024
2,084,946
8,736
Total Granted
1,396,110
5,204
Granted – August 2024
32,800
154
Granted – October 2024
100,000
490
Granted – November 2024, with performance conditions
1,198,310
4,206
Granted – January 2025
65,000
354
Total vested
( 556,641 )
2,865
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
Vested
– February 2025
( 13,922 )
68
Vested
– March 2025
( 69,287 )
328
Forfeitures
( 108,243 )
537
Non-vested – March 31, 2025
2,816,172
10,955
36
13.
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Grants
In July,
August, September,
October and
November 2025,
and February
and March
2026, respectively,
the Company
granted
3,772
;
5,323
;
200,000
;
215,000
;
160,000
;
150,000
; and
30,000
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,
October
2024
and
January
2025,
respectively,
the
Company
granted
32,800
,
100,000
and
65,000
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
had previously
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
nine months
ended March
31, 2026,
the Company
recorded a
stock-based compensation
charge of
$
0.1
million and included
the issuance of
27,500
shares of common
stock in its
issued and outstanding
share count.
No
shares were
issued during the three months ended March 31, 2026. During the third quarter of fiscal 2026, the Company and the consultant agreed
that
49,500
shares of the Company’s common stock that were
previously issued would be forfeited and
a cash payment of $
0.2
million
was made in lieu of the forfeited shares.
Vesting
In August,
October,
November and
December 2025,
and in
January 2026,
an aggregate
of
238,845
shares of
restricted
stock
granted to employees vested. Certain employees elected for
79,133
shares to be withheld to satisfy the withholding tax liability on the
vesting of their shares. These
79,133
shares have been included in the Company’s
treasury shares.
In July 2024,
78,801
shares of restricted
stock granted to Mr. Meyer, our
former Group CEO, vested.
In November 2024,
103,638
shares of restricted
stock with
performance conditions (share
price targets) vested
following the
achievement of the
agreed performance
condition. In November,
December 2024, February 2025 and March 2025,
an aggregate of
374,202
shares of restricted stock granted
to employees vested. Certain employees elected
for
137,809
shares to be withheld to
satisfy the withholding tax liability on
the vesting
of their shares. These
137,809
shares have been included in the Company’s
treasury shares.
37
13.
Stock-based compensation (continued)
Restricted stock (continued)
Forfeitures
During
the
three
and
nine
months
ended
March
31,
2026,
respectively,
employees
forfeited
80,080
and
103,545
shares
of
restricted stock following their
termination of employment with
the Company. During the nine months
ended March 31,
2026,
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
nine
months
ended
March
31,
2025,
respectively,
employees
forfeited
67,922
and
108,243
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 March
31, 2026
and 2025,
of
$
1.3
million and $
2.5
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 March 31, 2026
Stock-based compensation charge
$
1,406
$
-
$
1,406
Stock compensation charge related to ESOP
167
-
167
Reversal of stock compensation charge related to restricted
stock forfeited
( 239 )
-
( 239 )
Total - three months
ended March 31, 2026
$
1,334
$
-
$
1,334
Three months ended March 31, 2025
Stock-based compensation charge
$
2,531
$
-
$
2,531
Reversal of stock compensation charge related to restricted
stock forfeited
( 34 )
-
( 34 )
Total - three months
ended March 31, 2025
$
2,497
$
-
$
2,497
The Company recorded a stock-based
compensation charge, net, during the nine
months ended March 31, 2026
and 2025, of $
5.1
million and $
7.5
million respectively, which
comprised:
a
Total
charge
Allocated to cost
of goods sold, IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Nine months ended March 31, 2026
Stock-based compensation charge
$
4,947
$
-
$
4,947
Stock compensation charge related to ESOP
495
-
495
Reversal of stock compensation charge related to
restricted
stock forfeited
( 302 )
-
( 302 )
Total - nine months
ended March 31, 2026
$
5,140
$
-
$
5,140
Nine months ended March 31, 2025
Stock-based compensation charge
$
7,563
$
-
$
7,563
Reversal of stock compensation charge related to
restricted
stock forfeited
( 45 )
-
( 45 )
Total - nine months
ended March 31, 2025
$
7,518
$
-
$
7,518
The stock-based compensation charges
have been allocated to selling,
general and administration based
on the allocation of the
cash compensation paid to
the relevant employees. Stock-based compensation
charge of $
1.0
million related to the post-combination
compensation charges
related to the Recharger
acquisition are included
in the caption transaction
costs related to
Adumo, Recharger
and Bank Zero acquisitions and certain compensation costs included on the
unaudited condensed consolidated statement of operations
for the three
and nine months
ended March 31,
2025. These stock-based charges
are classified as
cash settled awards
and were included
i
n other payables as of March 31, 2025.
38
13.
Stock-based compensation (continued)
As of March 31, 2026,
the total unrecognized compensation
cost related to stock options
was $
2.9
million, which the Company
expects to recognize over
two years
. As of March
31, 2026, the total
unrecognized compensation cost related to
restricted stock awards
was $
6.6
million, which the Company expects to recognize over
two years
.
During the three months ended March 31, 2026 and 2025, the Company recorded a deferred tax benefit of $
0.1
million and $
0.3
million,
respectively,
related
to the
stock-based
compensation
charge
recognized
related to
employees
of Lesaka.
During
the
nine
months ended March 31, 2026 and
2025, the Company recorded a deferred
tax benefit of $
0.6
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 March 31, 2026 and 2025, except as described in
Note
11. 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 March
31, 2026
and
2025,
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
198,203
shares of common stock from the calculation of diluted
loss per share during the three months ended March 31,
2025 because
the
effect
would
be
antidilutive.
The
Company
has
excluded
employee
stock
options
to
purchase
151,424
and
206,068
shares
of
common stock from the calculation
of diluted loss per
share during the nine
months ended March 31, 2026
and 2025 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.
39
14.
Earnings (Loss)
per share (continued)
The following table
presents net earnings
(loss) attributable to
Lesaka and the
share data used in
the basic and
diluted earnings
(loss) per share computations using the two-class method:
Three months ended
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
(in thousands except
(in thousands except
percent and
percent and
per share data)
per share data)
Numerator:
Net earnings (loss) attributable to Lesaka
(A)
$
552
$
( 22,353 )
$
( 461 )
$
( 59,659 )
Undistributed Earnings (Loss)
(A)
552
( 22,353 )
( 461 )
( 59,659 )
Percent allocated to common shareholders
(Calculation 1)
97 %
96 %
97 %
96 %
Numerator for earnings (loss) per share: basic
and diluted
$
535
$
( 21,546 )
$
( 446 )
$
( 57,507 )
Denominator
Denominator for basic earnings (loss) per share:
Weighted-average
common shares outstanding
79,300
78,347
78,895
69,724
Effect of dilutive securities:
Stock options
179
-
-
-
Denominator for diluted earnings (loss)
per share: adjusted weighted average
common shares outstanding and assuming
conversion
79,479
78,347
78,895
69,724
Earnings (Loss) per share:
Basic
(A)
$
0.01
$
( 0.28 )
$
( 0.01 )
$
( 0.82 )
Diluted
(A)
$
0.01
$
( 0.28 )
$
( 0.01 )
$
( 0.82 )
(Calculation 1)
Basic weighted-average common shares
outstanding (A)
79,300
78,347
78,895
69,724
Basic weighted-average common shares
outstanding and unvested restricted shares
expected to vest (B)
81,845
81,282
81,464
72,333
Percent allocated to common shareholders
(A) / (B)
97 %
96 %
97 %
96 %
(A) Net loss attributable to
Lesaka and Undistributed
loss for the three and nine
months ended March 31, 2025,
have decreased
by $
0.3
million and
$
0.9
million, respectively,
as a
result of
the correction
discussed in
Note 1.
Net loss
attributable to
Lesaka and
Undistributed loss for the nine months ended March 31,
2026, 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 loss
attributable to
Lesaka and
Undistributed 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 March 31,
2025,
or the
nine months
ended March
31, 2026.
Basic and Diluted
loss per
share for
the nine months
ended March
31, 2025,
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 nine
months ended
March 31,
2026, 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
5,143,500
shares of
the Company’s
common
stock at
prices ranging
from $
6.00
to $
14.00
per share
were outstanding
during the three
and nine months
ended March 31,
2025, 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 March 31, 2026.
40
15.
Supplemental cash flow information
The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2026 and 2025:
Three months ended
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
Cash received from interest
$
610
$
641
$
1,646
$
1,938
Cash paid for interest
$
5,856
$
2,809
$
17,785
$
10,322
Cash paid for income taxes
$
522
$
505
$
5,660
$
3,713
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 March 31, 2026 and 2025, and June 30, 2025:
March 31,
2026
March 31,
2025
June 30, 2025
Cash and cash equivalents
$
90,573
$
71,008
$
76,520
Restricted cash
124
115
119
Cash, cash equivalents and restricted cash
$
90,697
$
71,123
$
76,639
Leases
The following table presents supplemental
cash flow disclosure related to leases
for the three and nine months
ended March 31,
2026 and 2025:
Three months ended
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
Cash paid for amounts included in the measurement of
lease liabilities
Operating cash flows from operating leases
$
1,508
$
1,256
$
4,334
$
3,472
Right-of-use assets obtained in exchange for lease
obligations
Operating leases
$
306
$
2,411
$
4,529
$
3,629
41
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 March 31, 2026:
Merchant
Consumer
Enterprise
Total
Processing fees
$
37,406
$
10,670
$
11,298
$
59,374
South Africa
35,574
10,670
11,298
57,542
Rest of Africa
1,832
-
-
1,832
Technology
products
5,968
45
1,439
7,452
South Africa
5,906
45
1,439
7,390
Rest of Africa
62
-
-
62
Prepaid airtime sold
79,508
55
5,224
84,787
South Africa
70,972
55
5,224
76,251
Rest of Africa
8,536
-
-
8,536
Account holder fees
-
2,432
-
2,432
Other
1,093
239
495
1,827
South Africa
867
239
495
1,601
Rest of Africa
226
-
-
226
Total revenue under
ASC 606, derived from the
following geographic locations
123,975
13,441
18,456
155,872
South Africa
113,319
13,441
18,456
145,216
Rest of Africa
10,656
-
-
10,656
Lending revenue
-
8,339
-
8,339
Interest from customers
2,297
7,491
-
9,788
Insurance revenue
-
9,052
-
9,052
Total non-ASC 606
revenue
2,297
24,882
-
27,179
Revenue
$
126,272
$
38,323
$
18,456
$
183,051
The
following
table
presents
the
Company’s
revenue
disaggregated
by
major
revenue
streams,
including
a
reconciliation
to
reportable segments for the three months ended March 31, 2025:
Merchant
Consumer
Enterprise
Total
Processing fees
$
32,553
$
7,583
$
6,581
$
46,717
South Africa
30,795
7,583
6,581
44,959
Rest of Africa
1,758
-
-
1,758
Technology
products
5,863
29
971
6,863
South Africa
5,790
29
971
6,790
Rest of Africa
73
-
-
73
Prepaid airtime sold
87,010
26
1,556
88,592
South Africa
80,340
26
1,556
81,922
Rest of Africa
6,670
-
-
6,670
Account holder fees
-
1,791
-
1,791
Other
998
850
29
1,877
South Africa
944
850
29
1,823
Rest of Africa
54
-
-
54
Total revenue under
ASC 606, derived from the
following geographic locations
126,424
10,279
9,137
145,840
South Africa
117,869
10,279
9,137
137,285
Rest of Africa
8,555
-
-
8,555
Lending revenue
-
8,143
-
8,143
Interest from customers
1,793
504
-
2,297
Insurance revenue
-
5,170
-
5,170
Total non-ASC 606
revenue
1,793
13,817
-
15,610
Revenue
$
128,217
$
24,096
$
9,137
$
161,450
42
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 nine months ended March 31, 2026:
Merchant
Consumer
Enterprise
Total
Processing fees
$
109,420
$
30,093
$
34,899
$
174,412
South Africa
103,440
30,093
34,899
168,432
Rest of Africa
5,980
-
-
5,980
Technology
products
21,128
210
3,256
24,594
South Africa
20,919
210
3,256
24,385
Rest of Africa
209
-
-
209
Prepaid airtime sold
243,584
138
8,551
252,273
South Africa
219,003
138
8,551
227,692
Rest of Africa
24,581
-
-
24,581
Account holder fees
-
6,850
-
6,850
Other
2,907
769
783
4,459
South Africa
2,358
769
783
3,910
Rest of Africa
549
-
-
549
Total revenue under
ASC 606, derived from the
following geographic locations
377,039
38,060
47,489
462,588
South Africa
345,720
38,060
47,489
431,269
Rest of Africa
31,319
-
-
31,319
Lending revenue
-
22,362
-
22,362
Interest from customers
6,688
17,728
-
24,416
Insurance revenue
-
23,867
-
23,867
Total non-ASC 606
revenue
6,688
63,957
-
70,645
Revenue
$
383,727
$
102,017
$
47,489
$
533,233
The
following
table
presents
the
Company’s
revenue
disaggregated
by
major
revenue
streams,
including
a
reconciliation
to
reportable segments for the nine months ended March 31, 2025:
Merchant
Consumer
Enterprise
Total
Processing fees
$
92,715
$
22,975
$
18,918
$
134,608
South Africa
87,292
22,975
18,918
129,185
Rest of Africa
5,423
-
-
5,423
Technology
products
15,829
96
3,449
19,374
South Africa
15,619
96
3,449
19,164
Rest of Africa
210
-
-
210
Prepaid airtime sold
279,076
66
4,794
283,936
South Africa
259,747
66
4,794
264,607
Rest of Africa
19,329
-
-
19,329
Account holder fees
-
5,255
-
5,255
Other
3,197
2,228
80
5,505
South Africa
3,029
2,228
80
5,337
Rest of Africa
168
-
-
168
Total revenue under
ASC 606, derived from the
following geographic locations
390,817
30,620
27,241
448,678
South Africa
365,687
30,620
27,241
423,548
Rest of Africa
25,130
-
-
25,130
Lending revenue
-
22,475
-
22,475
Interest from customers
5,079
624
-
5,703
Insurance revenue
-
14,378
-
14,378
Total non-ASC 606
revenue
5,079
37,477
-
42,556
Revenue
$
395,896
$
68,097
$
27,241
$
491,234
43
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 March
31, 2026 and
2025 was $
1.5
million and
$
1.3
million, respectively. The Company’s
operating lease expense during the nine months ended March 31, 2026 and 2025
was $
4.3
million and $
3.5
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
March 31, 2026 and 2025,
was $
0.6
million and $
1.1
million, respectively.
The Company’s
short-term lease expense during
the nine
months ended March 31, 2026 and 2025, was $
1.4
million and $
3.4
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
7.5
million, translated at exchange rates applicable as of March 31,
2026). 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 March 31, 2026), which increases
by
6.25
% per annum.
The Company has
not recorded an
operating lease right
-of-use (“ROU”) asset
or a operating
lease liability related
to this lease
in its
unaudited condensed
consolidated balance
sheet as
of March
31, 2026,
because the
Company determined
it did
not have
beneficial
occupation as of March 31, 2026.
The Company
determined that its
existing operating
lease arrangements
for its corporate
head office
and certain
related leased
facilities will
no longer
be utilized
as originally
intended as
a result
of the
new lease
arrangement
and the
planned transition
of its
corporate head office and
other operating activities
to the new
premises. Accordingly, the Company identified
indicators of impairment
for the related ROU assets and certain items of property,
plant and equipment.
The Company evaluated the impacted ROU assets for impairment. The asset
groups consisted of operating lease ROU assets and
related
leasehold
improvements
associated
with
the
affected
locations
as
well
as
certain
items
of
property,
plant
and
equipment,
including furniture
and office
equipment. The
recoverability test
indicated that
the carrying
amounts of
these asset
groups were
not
recoverable, as the undiscounted future cash flows were insufficient
to recover their carrying values.
The Company measured
these operating lease
ROU assets and
related leasehold improvements
at fair value
on a non-recurring
basis during the three and nine months ended March 31, 2026, as a result of impairment. These fair value measurements are classified
within Level
3 of
the fair
value hierarchy.
Fair value
was estimated
using a
discounted cash
flow methodology,
which incorporates
significant unobservable inputs, including
assumptions related to remaining
lease terms, expected sublease income
and market rental
rates.
As a
result, the
Company recorded
an impairment
charge of
$
1.5
million during
the three
and nine
months ended
March 31,
2026,
representing
the
excess
of
the
carrying
amount
of
the
affected
ROU
assets
and
related
leasehold
improvements
over
their
estimated fair value. The impairment charge is included in the
caption impairment loss (refer to Note 7) in the
condensed consolidated
statement of
operations for
the three
and nine
months ended
March 31,
2026. The
impairment did
not impact
the related
operating
lease liabilities.
The following table presents supplemental balance
sheet disclosure related to the
Company’s right-of-use assets and its operating
lease liabilities as of March 31, 2026 and June 30, 2025:
March 31,
June 30,
2026
2025
Right of use assets obtained in exchange for lease obligations:
Weighted average
remaining lease term (years)
2.49
2.84
Weighted average
discount rate (percent)
8.8
9.8
44
17.
Leases (continued)
The maturities of the Company’s
operating lease liabilities as of March 31, 2026, are presented below:
Maturities of operating lease liabilities
Year
ended June 30,
2026 (excluding nine months to March 31, 2026)
$
1,580
2027
4,453
2028
3,055
2029
1,590
2030
897
Thereafter
108
Total undiscounted
operating lease liabilities
11,683
Less imputed interest
1,442
Total operating lease liabilities,
included in
10,241
Operating lease liability - current
4,353
Operating lease liability - long-term
$
5,888
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.
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
p
ayout solutions for South African businesses.
45
18.
Operating segments
Operating segments
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.
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
nine
months
ended
March
31,
2026,
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 nine months ended March 31, 2025.
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.
46
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 March 31, 2026 and 2025, respectively,
is as follows:
Three months ended March 31, 2026
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
126,272
$
38,323
$
18,456
$
183,051
Intersegment revenues
806
-
522
1,328
Segment revenue
(z)
127,078
38,323
18,978
184,379
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)
99,480
12,629
13,143
125,252
Selling, general and
administration
(1)(2)
18,370
12,679
3,710
34,759
Segment adjusted EBITDA
$
9,228
$
13,015
$
2,125
$
24,368
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
3,613
$
774
$
113
$
6,043
$
10,543
Expenditures for long-lived assets
$
3,764
$
120
$
719
$
-
$
4,603
Three months ended March 31, 2025
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
128,217
$
24,096
$
9,137
$
161,450
Intersegment revenues
564
-
307
871
Segment revenue
(z)
128,781
24,096
9,444
162,321
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)(A)
104,869
8,373
9,702
122,944
Selling, general and
administration
(A)(1)(3)
16,012
9,390
( 391 )
25,011
Segment adjusted EBITDA
(A)
$
7,900
$
6,333
$
133
$
14,366
(z) includes interest revenue of:
$
1,793
$
1,400
$
-
$
3,193
(y) includes interest expense of:
$
419
$
890
$
-
$
1,309
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
3,111
$
255
$
89
$
4,974
$
8,429
Expenditures for long-lived assets
$
3,862
$
191
$
437
$
-
$
4,490
(A) Cost of goods
sold, IT processing, servicing
and support and Selling,
general and administration for
Merchant and Total
for
the three months
ended March 31,
2025 have each
increased by
$
0.2
million and $
0.05
million, respectively, as a
result of the
correction
discussed
in
Note
1.
Segment
Adjusted
EBITDA
for
Merchant
and
Total
for
the
three
months
ended
March
31,
2025
have
each
decreased by $
0.2
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
March 31,
2026, includes retrenchment
costs for Merchant
of $
0.3
million (ZAR
5.0
million), Consumer of $
0.02
million (ZAR
0.3
million) and Enterprise of $
0.1
million (ZAR
1.1
million).
(3) Segment Adjusted
EBITDA for the
three months ended
March 31, 2025,
includes retrenchment and
reorganization costs for
M
erchant of $
0.7
million (ZAR
12.9
million) and Enterprise of $
0.3
million (ZAR
5.4
million).
47
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 nine months
ended March 31, 2026 and 2025, respectively,
is as follows:
Nine months ended March 31, 2026
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
383,727
$
102,017
$
47,489
$
533,233
Intersegment revenues
2,220
-
1,138
3,358
Segment revenue
(z)
385,947
102,017
48,627
536,591
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)(A)
300,541
33,599
34,456
368,596
Selling, general and
administration
(A)(1)(2)
57,294
37,600
9,354
104,248
Segment adjusted EBITDA
(A)
$
28,112
$
30,818
$
4,817
$
63,747
(z) includes interest revenue of:
$
4,584
$
12,405
$
-
$
16,989
(y) includes interest expense of:
$
972
$
2,367
$
-
$
3,339
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
10,666
$
1,394
$
287
$
24,658
$
37,005
Expenditures for long-lived assets
$
12,237
$
488
$
1,927
$
-
$
14,652
Nine months ended March 31, 2025
Merchant
Consumer
Enterprise
Total
Revenue from external customers
$
395,896
$
68,097
$
27,241
$
491,234
Intersegment revenues
1,746
-
3,018
4,764
Segment revenue
(z)
397,642
68,097
30,259
495,998
Less segment-related expenses:
Cost of goods sold, IT processing,
servicing and support
(y)(A)
324,109
25,910
24,050
374,069
Selling, general and
administration
(A)(1)(3)
48,214
27,116
5,745
81,075
Segment adjusted EBITDA
(A)
$
25,319
$
15,071
$
464
$
40,854
(z) includes interest revenue of:
$
5,079
$
1,520
$
-
$
6,599
(y) includes interest expense of:
$
1,185
$
2,478
$
-
$
3,663
Operating segments
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
8,365
$
692
$
283
$
13,588
$
22,928
Expenditures for long-lived assets
$
13,647
$
897
$
830
$
-
$
15,374
48
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 nine months ended March 31, 2025 have each increased
by $
0.5
million and $
0.2
million, respectively, as a result of the correction
discussed
in
Note
1.
Segment
Adjusted
EBITDA
for
Merchant
and
Total
for
the
nine
months
ended
March
31,
2025
have
each
decreased by $
0.7
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
nine months ended March 31, 2026
have each increased by $
0.2
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 nine months ended March 31, 2026 have each decreased by $
0.2
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
nine months
ended March
31, 2026,
includes retrenchment
costs for
Merchant of
$
0.7
million (ZAR
12.4
million), Consumer of $
0.2
million (ZAR
2.9
million), and Enterprise of $
0.03
million (ZAR
0.3
million).
(3) Segment
Adjusted EBITDA
for the nine
months ended March
31, 2025,
includes retrenchment
and reorganization
costs for
Merchant of
$
0.7
million (ZAR
12.9
million), Consumer of
$
0.1
million (ZAR
1.5
million) and Enterprise
of $
0.3
million (ZAR
5.6
million).
The reconciliation of the reportable segments’ measures of profit or loss to income (loss) before income tax expense for the three
and nine months ended March 31, 2026 and 2025, is as follows:
Three months ended
Nine months ended
March 31,
March 31,
2026
2025
2026
2025
Reportable segments' measure of profit or loss
(A)
$
24,368
$
14,366
$
63,747
$
40,854
Operating loss: Group costs
( 3,756 )
( 1,772 )
( 10,263 )
( 7,541 )
Once-off costs
( 2,553 )
( 2,306 )
( 3,067 )
( 4,599 )
Interest adjustment
-
890
-
2,478
Unrealized (Loss) Gain FV for currency adjustments
( 181 )
114
16
( 102 )
Stock-based compensation charge adjustments
( 1,334 )
( 2,497 )
( 5,140 )
( 7,518 )
Depreciation and amortization
( 10,543 )
( 8,429 )
( 37,005 )
( 22,928 )
Loss on disposal of equity-accounted investments
-
-
( 584 )
( 161 )
Impairment loss
(1)
( 1,916 )
-
( 1,916 )
-
Change in fair value of equity securities
( 378 )
( 20,421 )
2,593
( 54,152 )
Other income
-
-
3,883
-
Loss on disposal of equity securities
-
-
( 730 )
-
Reversal of allowance for doubtful loan receivable
1,500
-
1,500
-
Interest income
1,154
645
2,201
1,952
Interest expense
(A)
( 4,477 )
( 5,869 )
( 14,081 )
( 17,251 )
Income (Loss) before income tax expense
(A)
$
1,884
$
( 25,279 )
$
1,154
$
( 68,968 )
(A) Reportable segments’ measure of profit or loss for the three and nine months ended
March 31, 2025, have decreased by $
0.2
million and $
0.7
million, respectively, as a result of the correction discussed in Note 1. Interest expense
for the three and nine months
ended March 31, 2025, have
increased by $
0.09
million and $
0.3
million, respectively,
as a result of the correction discussed
in Note
1.
Net
loss
before
taxes
for
the
three
and
nine
months
ended
March
31,
2025,
have
decreased
by
$
0.9
million
and
$
0.9
million,
respectively, as a result of
the correction discussed in Note 1.
Reportable
segments’
measure
of
profit
or
loss
and
net
loss
before
taxes
for
the
nine
months
ended
March
31,
2026,
have
decreased by $
0.2
million and $
0.4
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 loss
before
taxes for
the three
months ended
September 30,
2025.
Interest
expense for the
nine months ended
March 31, 2026, has
increased by $
0.1
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.
(1) Impairment loss excludes an amount of $
0.7
million which is included in the caption Once-off costs related to the exit of the
ATM
business.
49
18.
Operating segments (continued)
The segment
information as
reviewed by
the chief operating
decision maker
does not include
a measure of
segment assets per
segment as all of
the significant assets are
used in the operations
of all, rather than
any one, of the
segments. The Company does
not
have dedicated assets
assigned to a
particular operating segment.
Accordingly,
it is not meaningful
to attempt an arbitrary
allocation
and segment asset allocation is therefore not presented.
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
nine months ended March 31,
2026, 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
certain impairment
losses and
transaction-related expenditures).
The
Company’s income tax expense 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
nine
months ended March 31, 2026.
For the three and
nine months ended March 31,
2025, 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, a
valuation allowance
created related
to the fair
value
adjustment to MobiKwik,
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 March 31, 2026 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 March 31, 2026, 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 March 31, 2026) 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
March 31,
2026) 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
March 31,
2026. 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 March 31, 2026).
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 March 31, 2026).
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.
50
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.