株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☒
EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2023
OR
☐
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from
To
Commission file number:
000-31203
LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
98-0171860
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
President Place, 4
th
Floor
,
Cnr. Jan Smuts Avenue and Bolton Road
,
Rosebank, Johannesburg
,
2196
,
South Africa
(Address of principal executive offices, including zip code)
Registrant’s telephone number,
 
including area code:
27
-
11
-
343-2000
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
 
if Changed Since Last Report)
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.001 per share
LSAK
NASDAQ
 
Global Select Market
Indicate by check mark whether
 
the registrant (1) has filed
 
all reports required to be
 
filed by Section 13 or
 
15(d)
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934
 
during
 
the
 
preceding
 
12
 
months
 
(or
 
for
 
such
 
shorter
 
period
 
that
 
the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
YES
☒
 
NO
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File
 
required
to
 
be
 
submitted
 
pursuant
 
to
 
Rule
 
405
 
of
 
Regulation
 
S-T
 
(§232.405
 
of
 
this
 
chapter)
 
during
 
the
 
preceding
 
12
months (or for such shorter period that the registrant was required to submit such files).
YES
☒
 
NO
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller
 
reporting company
 
or an
 
emerging growth
 
company. See the
 
definitions of
 
“large accelerated
 
filer,”
“accelerated
 
filer,”
 
“smaller
 
reporting
 
company,”
 
and
 
“emerging
 
growth
 
company”
 
in
 
Rule 12b-2
 
of
 
the
Exchange Act (check one):
☐
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
If an
 
emerging
 
growth company,
 
indicate by
 
check mark
 
if the
 
registrant has
 
elected not
 
to use
 
the extended
transition period
 
for complying
 
with any
 
new or
 
revised financial
 
accounting standards
 
provided pursuant
 
to
Section 13(a) of the Exchange Act.
☐
Indicate by
 
check mark
 
whether the
 
registrant is
 
a shell
 
company (as
 
defined in
 
Rule 12b-2
 
of the
 
Exchange
Act). YES
☐
 
NO
☒
As of November
 
1, 2023 (the
 
latest practicable date),
62,384,522
 
shares of the
 
registrant’s
 
common stock, par
value $0.001 per share, net of treasury shares, were outstanding.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
Part I. Financial information
Item 1. Financial Statements
LESAKA TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Balance Sheets
September 30,
June 30,
2023
2023
(A)
(In thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
35,141
$
35,499
Restricted cash related to ATM funding
 
and credit facilities (Note 8)
19,865
23,133
Accounts receivable, net and other receivables (Note 2)
27,939
25,665
Finance loans receivable, net (Note 2)
35,735
36,744
Inventory (Note 3)
27,754
27,337
Total current assets before settlement assets
146,434
148,378
Settlement assets
26,352
15,258
Total current assets
172,786
163,636
PROPERTY,
 
PLANT AND EQUIPMENT, net of accumulated depreciation of - September: $
35,331
 
June:
$
36,563
27,663
27,447
OPERATING LEASE RIGHT-OF-USE (Note 16)
5,655
4,731
EQUITY-ACCOUNTED INVESTMENTS
 
(Note 5)
2,253
3,171
GOODWILL (Note 6)
133,139
133,743
INTANGIBLE ASSETS, NET (Note 6)
117,595
121,597
DEFERRED INCOME TAXES
9,859
10,315
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 5 and 7)
77,822
77,594
TOTAL ASSETS
546,772
542,234
LIABILITIES
CURRENT LIABILITIES
Short-term credit facilities for ATM funding (Note 8)
19,754
23,021
Short-term credit facilities (Note 8)
8,983
9,025
Accounts payable
13,595
12,380
Other payables (Note 9)
35,105
36,297
Operating lease liability - current (Note 16)
1,722
1,747
Current portion of long-term borrowings (Note 8)
3,630
3,663
Income taxes payable
1,292
1,005
Total current liabilities before settlement obligations
84,081
87,138
Settlement obligations
25,362
14,774
Total current liabilities
109,443
101,912
DEFERRED INCOME TAXES
45,713
46,840
OPERATING LEASE LIABILITY - LONG TERM (Note 16)
4,081
3,138
LONG-TERM BORROWINGS (Note 8)
130,587
129,455
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)
2,253
1,982
TOTAL LIABILITIES
292,077
283,327
REDEEMABLE COMMON STOCK
79,429
79,429
EQUITY
COMMON STOCK (Note 10)
Authorized:
200,000,000
 
with $
0.001
 
par value;
Issued and outstanding shares, net of treasury - September:
63,638,912
 
June:
63,640,246
83
83
PREFERRED STOCK
Authorized shares:
50,000,000
 
with $
0.001
 
par value;
Issued and outstanding shares, net of treasury:
 
September:
-
 
June:
-
-
-
ADDITIONAL PAID-IN-CAPITAL
337,490
335,696
TREASURY SHARES, AT
 
COST: September:
25,244,286
 
June:
25,244,286
(288,238)
(288,238)
ACCUMULATED OTHER
 
COMPREHENSIVE LOSS (Note 11)
(196,081)
(195,726)
RETAINED EARNINGS
322,012
327,663
TOTAL LESAKA EQUITY
175,266
179,478
NON-CONTROLLING INTEREST
-
-
TOTAL EQUITY
175,266
179,478
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY
$
546,772
$
542,234
(A) – Derived from audited financial statements Unaudited Condensed Consolidated Statements of Operations
See Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LESAKA TECHNOLOGIES, INC.
3
Three months ended
September 30,
2023
2022
(In thousands, except per
share data)
REVENUE (Note 15)
$
136,089
$
124,786
EXPENSE
Cost of goods sold, IT processing, servicing and support
107,490
100,528
Selling, general and administration
22,515
22,931
Depreciation and amortization
5,856
5,998
OPERATING INCOME (LOSS)
228
(4,671)
REVERSAL OF (ALLOWANCE) OF EMI
 
DOUBTFUL DEBT (Note 2 and 5)
250
-
NET GAIN ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENTS (Note 5)
-
248
INTEREST INCOME
449
411
INTEREST EXPENSE
4,909
4,036
LOSS BEFORE INCOME TAX EXPENSE
(3,982)
(8,048)
INCOME TAX EXPENSE (Note 18)
264
31
NET LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS
(4,246)
(8,079)
LOSS FROM EQUITY-ACCOUNTED INVESTMENTS
 
(Note 5)
1,405
2,617
NET LOSS
$
(5,651)
$
(10,696)
Net loss per share, in United States dollars
(Note 13):
Basic loss attributable to Lesaka shareholders
$
(0.09)
$
(0.17)
Diluted loss attributable to Lesaka shareholders Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income
$
(0.09)
$
(0.17)
See Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LESAKA TECHNOLOGIES, INC.
4
Three months ended
September 30,
2023
2022
(In thousands)
Net loss
$
(5,651)
$
(10,696)
Other comprehensive (loss) income, net of taxes
Movement in foreign currency translation reserve
(844)
(22,093)
Movement in foreign currency translation reserve related to equity-accounted
investments
489
2,441
Release of foreign currency translation reserve related to disposal of Finbond
 
equity
securities
-
2
Total other comprehensive
 
loss, net of taxes
(355)
(19,650)
Comprehensive loss
(6,006)
(30,346)
Add comprehensive loss attributable to non-controlling interest
-
-
Comprehensive loss attributable to Lesaka
$
(6,006)
$
(30,346)
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 September 30, 2022 (dollar amounts
 
in thousands)
Balance – July 1, 2022
87,215,613
$
83
(24,891,292)
$
(286,951)
62,324,321
$
327,891
$
362,737
$
(168,840)
$
234,920
$
-
$
234,920
$
79,429
Shares repurchased (Note 12)
(35,460)
(185)
(35,460)
-
(185)
(185)
Restricted stock granted (Note 12)
231,523
231,523
-
-
Exercise of stock options
2,000
-
2,000
6
6
6
Stock-based compensation charge
(Note 12)
-
1,462
1,462
1,462
Stock-based compensation charge
related to equity-accounted investment
(Note 5)
-
6
6
6
Net loss
-
(10,696)
(10,696)
-
(10,696)
Other comprehensive loss (Note 11)
(19,650)
(19,650)
-
(19,650)
Balance – September 30, 2022
87,449,136
$
83
(24,926,752)
$
(287,136)
62,522,384
$
329,365
$
352,041
$
(188,490)
$
205,863
$
-
$
205,863
$
79,429
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 three months ended September 30, 2023 (dollar amounts
 
in thousands)
Balance – July 1, 2023
88,884,532
$
83
(25,244,286)
$
(288,238)
63,640,246
$
335,696
$
327,663
$
(195,726)
$
179,478
$
-
$
179,478
$
79,429
Exercise of stock option (Note 12)
6,793
-
6,793
21
21
21
Stock-based compensation charge
(Note 12)
-
-
1,768
1,768
1,768
Reversal of stock-based compensation
charge (Note 12)
(8,127)
(8,127)
(9)
(9)
(9)
Stock-based compensation charge
related to equity-accounted investment
(Note 5)
14
14
14
Net loss
(5,651)
(5,651)
-
(5,651)
Other comprehensive loss (Note 11)
(355)
(355)
-
(355)
Balance – September 30, 2023
88,883,198
$
83
(25,244,286)
$
(288,238)
63,638,912
$
337,490
$
322,012
$
(196,081)
$
175,266
$
-
$
175,266
$
79,429
See Notes to Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Statements of Cash Flows
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LESAKA TECHNOLOGIES, INC.
7
Three months ended
September 30,
2023
2022
(In thousands)
Cash flows from operating activities
Net loss
$
(5,651)
$
(10,696)
Depreciation and amortization
5,856
5,998
Movement in allowance for doubtful accounts receivable and finance loans receivable
1,525
1,049
Loss from equity-accounted investments (Note 5)
1,405
2,617
Movement in allowance for doubtful loans to equity-accounted investments
(250)
-
Fair value adjustment related to financial liabilities
(34)
63
Interest payable
1,764
26
Facility fee amortized
227
249
Net gain on disposal of equity-accounted investments (Note 5)
-
(248)
Profit on disposal of property, plant and equipment
(36)
(208)
Stock-based compensation charge (Note 12)
1,759
1,462
Dividends received from equity-accounted investments
-
21
Increase in accounts receivable and other receivables
(2,345)
(2,943)
Increase in finance loans receivable
(488)
(3,581)
Increase in inventory
(479)
(279)
Increase (Decrease) in accounts payable and other payables
375
(438)
Increase in taxes payable
308
642
Decrease in deferred taxes
(562)
(1,394)
Net cash provided by (used in) operating activities
3,374
(7,660)
Cash flows from investing activities
Capital expenditures
(2,809)
(4,501)
Proceeds from disposal of property, plant and equipment
284
417
Acquisition of intangible assets
(135)
-
Proceeds from disposal of equity-accounted investments (Note 5)
-
253
Loan to equity-accounted investment
-
112
Repayment of loans by equity-accounted investments
-
(112)
Net change in settlement assets
(11,237)
(1,884)
Net cash used in investing activities
(13,897)
(5,715)
Cash flows from financing activities
Proceeds from bank overdraft (Note 8)
59,574
146,068
Repayment of bank overdraft (Note 8)
(62,793)
(136,922)
Long-term borrowings utilized (Note 8)
2,471
1,059
Repayment of long-term borrowings (Note 8)
(2,629)
(1,580)
Acquisition of treasury stock (Note 12)
-
(185)
Proceeds from exercise of stock options
21
6
Net change in settlement obligations
10,696
1,987
Net cash provided by financing activities
7,340
10,433
Effect of exchange rate changes on cash
(443)
(8,487)
Net decrease in cash, cash equivalents and restricted cash
(3,626)
(11,429)
Cash, cash equivalents and restricted cash – beginning of period
58,632
104,800
Cash, cash equivalents and restricted cash – end of period (Note 14)
$
55,006
$
93,371
See Notes to Unaudited Condensed Consolidated Financial Statements
8
LESAKA TECHNOLOGIES, INC
Notes to the Unaudited Condensed Consolidated Financial Statements
for the three months ended September 30, 2023 and 2022
(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 months
ended
 
September 30,
 
2023 and
 
2022, 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,
 
2023.
 
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.
 
Recent accounting pronouncements adopted
In June 2016, the Financial Accounting Standards Board issued guidance regarding
Measurement of Credit Losses on Financial
Instruments
.
 
The
 
guidance
 
replaces
 
the
 
incurred
 
loss impairment
 
methodology
 
in
 
current GAAP
 
with
 
a
 
methodology
 
that
 
reflects
expected credit
 
losses and requires
 
consideration of
 
a broader range
 
of reasonable
 
and supportable
 
information to inform
 
credit loss
estimates.
 
For
 
trade
 
and
 
other
 
receivables,
 
loans,
 
and
 
other
 
financial
 
instruments,
 
an
 
entity
 
is
 
required
 
to
 
use
 
a
 
forward-looking
expected loss
 
model rather
 
than the incurred
 
loss model for
 
recognizing credit
 
losses, which reflects
 
losses that are
 
probable. Credit
losses relating to
 
available-for-sale debt securities will
 
also be
 
recorded through an
 
allowance for credit
 
losses rather than
 
as a
 
reduction
in the amortized cost basis of the securities. The guidance became effective for the Company beginning July 1, 2023. The adoption of
this guidance did not have a material impact on the Company’s
 
financial statements and related disclosures, refer to Note 2.
In November
 
2019, the
 
FASB
 
issued guidance
 
regarding
 
Financial
 
Instruments—Credit
 
Losses (Topic
 
326),
 
Derivatives and
Hedging
 
(Topic
 
815),
 
and
 
Leases
 
(Topic
 
842).
 
The
 
guidance
 
provides
 
a
 
framework
 
to
 
stagger
 
effective
 
dates
 
for
 
future
 
major
accounting
 
standards
 
and
 
amends
 
the
 
effective
 
dates
 
for
 
certain
 
major
 
new
 
accounting
 
standards
 
to
 
give
 
implementation
 
relief
 
to
certain types
 
of entities,
 
including Smaller
 
Reporting Companies.
 
The Company
 
is a Smaller
 
Reporting Company.
 
Specifically,
 
the
guidance changes some effective
 
dates for certain
 
new standards on
 
the following topics
 
in the FASB Codification, namely Derivatives
and Hedging
 
(ASC 815);
 
Leases (ASC
 
842); Financial
 
Instruments —
 
Credit Losses
 
(ASC 326);
 
and Intangibles
 
— Goodwill
 
and
Other
 
(ASC
 
350).
 
The
 
guidance
 
defers
 
the
 
adoption
 
date
 
of
 
guidance
 
regarding
Measurement
 
of
 
Credit
 
Losses
 
on
 
Financial
Instruments
 
by the
 
Company from
 
July 1, 2020
 
to July
 
1, 2023.
 
The guidance
 
became effective
 
for the
 
Company beginning
 
July 1,
2023. The
 
adoption of
 
this guidance
 
did not
 
have a
 
material impact
 
on the
 
Company’s
 
financial statements
 
and related
 
disclosures,
refer to Note 2.
The Company’s updated accounting
 
policy regarding allowance for credit losses is as follows:
Allowance for doubtful accounts receivable
Allowance for doubtful finance loans receivable
The Company uses historical default experience over the lifetime of loans in order to calculate a lifetime loss rate for its lending
books. The allowance for credit losses related
 
to Consumer finance loans receivables is calculated by multiplying the
 
lifetime loss rate
with
 
the
 
month-end
 
outstanding
 
lending
 
book.
 
The
 
allowance
 
for
 
credit
 
losses
 
related
 
to
 
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.
 
Prior to
 
July 1,
 
2023,
 
the
 
Company
 
regularly
 
reviewed
 
the ageing
 
of outstanding
 
amounts
 
due
 
from borrowers
 
and
adjusted its allowance based on management’s estimate of the recoverability
 
of the finance loans receivable. The Company writes off
microlending finance
 
loans receivable and
 
related service fees
 
and interest if
 
a borrower is
 
in arrears with
 
repayments for more
 
than
three months
 
or is
 
deceased. The
 
Company writes
 
off merchant
 
and working
 
capital finance
 
receivables and
 
related fees
 
when it
 
is
evident that reasonable recovery procedures, including where deemed necessary,
 
formal legal action, have failed.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
1.
 
Basis of Presentation and Summary of Significant Accounting
 
Policies (continued)
Allowance for doubtful accounts receivable (continued)
Allowance for doubtful accounts receivable
The Company uses 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.
 
Prior
 
to
 
July
 
1,
 
2023,
 
A
 
specific
 
provision
 
is
 
established
 
where
 
it
 
is
considered likely that all or
 
a portion of the
 
amount due from
 
customers renting safe assets,
 
point of sale (“POS”)
 
equipment, receiving
support and maintenance
 
or transaction services or
 
purchasing licenses or
 
SIM cards from the
 
Company will not be
 
recovered. Non-
recoverability
 
is assessed
 
based
 
on a
 
quarterly
 
review
 
by management
 
of
 
the ageing
 
of outstanding
 
amounts,
 
the
 
location
 
and
 
the
payment history of the customer in relation to those specific amounts.
Recent accounting pronouncements not yet adopted
 
as of September 30, 2023
There are no recent accounting pronouncements that have not yet been adopted
 
as of September 30, 2023.
2.
 
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 September 30, 2023, and June 30, 2023, are presented in
the table below:
September 30,
June 30,
2023
2023
Accounts receivable, trade, net
 
$
10,231
$
11,037
Accounts receivable, trade, gross
 
10,401
11,546
Allowance for doubtful accounts receivable, end of period
170
509
Beginning of period
509
509
Reallocation to allowance for doubtful finance loans receivable
-
(418)
Reversed to statement of operations
(235)
(31)
Charged to statement of operations
 
179
2,005
Utilized
 
(284)
(1,645)
Foreign currency adjustment
 
1
89
Current portion of amount outstanding related to sale of interest in Carbon,
 
net of
allowance: September 2023: $
750
; June 2023: $
750
250
-
Current portion of total held to maturity investments
 
-
-
Investment in
7.625
% of Cedar Cellular Investment 1 (RF) (Pty) Ltd
8.625
% notes
-
-
Other receivables
 
17,458
14,628
Total accounts receivable,
 
net and other receivables
$
27,939
$
25,665
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
 
balance
 
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 are 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
but,
 
generally
 
speaking,
 
account
 
balances
 
in
 
distress
 
are
 
identified
 
very
 
early
 
and
 
specific
 
allowances
 
are
 
immediately
 
created.
Subsequent recovery from distressed accounts are generally limited.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
2.
 
Accounts receivable, net and other receivables and
 
finance loans receivable, net (continued)
Accounts receivable, net and other receivables (continued)
Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related
to the sale of the Company’s
 
interest in Carbon Tech
 
Limited (“Carbon”), an equity-accounted investment of $
0.25
 
million, net of an
allowance for doubtful loans receivable of $
0.25
 
million as of June 30, 2023, and an amount due related to the sale of the loan, with a
face value of $
3.0
 
million, which was sold in
 
September 2022 for $
0.75
 
million, net of an allowance for
 
doubtful loans receivable of
$
0.75
 
million, refer
 
to Note 5 for
 
additional information.
 
The Company received
 
the outstanding $
0.25
 
million related to
 
the sale of
the equity-accounted investment in
 
October 2023, and has
 
reversed the allowance for
 
doubtful loans receivable of
 
$
0.25
 
million during
the three months ended September 30, 2023.
Investment in
7.625
% of Cedar Cellular
 
Investment 1 (RF) (Pty) Ltd
8.625
% notes represents the
 
investment in a note which was
due to mature in
 
August 2022 and forms
 
part of Cell C’s
 
capital structure. The carrying
 
value as of each of
 
September 30, 2023,
 
and
June 30, 2023, respectively was $
0
 
(zero).
Other receivables includes prepayments, deposits, income taxes receivable
 
and other receivables.
Contractual maturities of held to maturity investments
Summarized below is the contractual maturity of the Company’s
 
held to maturity investment as of September 30, 2023:
Cost basis
Estimated
fair
value
(1)
Due in one year or less
 
$
-
$
-
Due in one year through five years
(2)
-
-
Due in five years through ten years
 
-
-
Due after ten years
 
-
-
Total
 
$
-
$
-
(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the
 
Company’s portion of the assets held by
Cedar Cellular, namely,
 
Cedar Cellular’s investment in Cell C.
(2) The cost basis is zero ($ The Company’s finance loans receivable, net, as of September 30, 2023, and June 30, 2023, is presented in the table below:
0.0
 
million).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11
2.
 
Accounts receivable, net and other receivables and
 
finance loans receivable, net (continued)
Finance loans receivable, net
September 30,
June 30,
2023
2023
Microlending finance loans receivable, net
$
20,877
$
20,605
Microlending finance loans receivable, gross
22,328
22,037
Allowance for doubtful finance loans receivable, end of period
1,451
1,432
Beginning of period
1,432
1,394
Reversed to statement of operations
 
(27)
-
Charged to statement of operations
 
416
1,452
Utilized
 
(364)
(1,214)
Foreign currency adjustment
 
(6)
(200)
Merchant finance loans receivable, net
14,858
16,139
Merchant finance loans receivable, gross
17,800
18,289
Allowance for doubtful finance loans receivable, end of period
2,942
2,150
Beginning of period
2,150
297
Reallocation from allowance for doubtful accounts receivable
-
418
Reversed to statement of operations
 
(202)
(1,268)
Charged to statement of operations
 
1,394
3,068
Utilized
 
(376)
-
Foreign currency adjustment
 
(24)
(365)
Total finance
 
loans receivable, net
 
$
35,735
$
36,744
Total
 
finance
 
loans
 
receivable,
 
net,
 
comprises
 
microlending
 
finance
 
loans
 
receivable
 
related
 
to
 
the
 
Company’s
 
microlending
operations
 
in South
 
Africa as
 
well as
 
its merchant
 
finance loans
 
receivable related
 
to Connect’s
 
lending activities
 
in South
 
Africa.
Certain merchant finance loans receivable have been pledged as security for the Company’s revolving
 
credit facility (refer to Note 8).
 
Allowance for credit losses
Microlending finance loans receivable
Microlending finance
 
loans receivable
 
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
six 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 4 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 July
 
1, 2023 and
 
September 30, 2023,
 
was
6.50
%. The performing
 
component (that is,
 
outstanding loan payments
not in arrears) of the book exceeds more than
99
% of outstanding lending book as of September 30, 2023.
Merchant finance loans receivable
Merchant
 
finance loans
 
receivable 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
seven 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 4 related to the Company risk management process related to these receivables.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
2.
 
Accounts receivable, net and other receivables and
 
finance loans receivable, net (continued)
Finance loans receivable, net (continued)
Allowance for credit losses (continued)
Microlending finance loans receivable (continued)
The
 
Company
 
has
 
recently
 
(in
 
the
 
past
two years
)
 
commenced
 
lending
 
to
 
merchant
 
customers
 
and
 
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 July 1, 2023
 
and
September 30, 2023, was approximately
1.18
%. 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
84
%,
11
% and
5
%,
 
respectively,
 
of the
outstanding lending book as of September 30, 2023.
3.
 
Inventory
The Company’s inventory
 
comprised the following categories as of September 30, 2023, and June 30, 2023:
September 30,
June 30,
2023
2023
Raw materials
$
2,642
$
2,819
Work-in-progress
230
30
Finished goods
24,882
24,488
$
27,754
$
27,337
As of
 
September
 
30,
 
2023 and
 
June 30,
 
2023, finished
 
goods includes
 
$
8.5
 
million
 
and $
8.6
 
million, respectively,
 
of Cell
 
C
airtime inventory that was previously
 
classified as finished goods subject
 
to sale restrictions. In support of
 
Cell C’s liquidity
 
position
and pursuant to
 
Cell C’s
 
recapitalization process, the
 
Company limited the
 
resale of this
 
airtime to its own
 
distribution channels. On
September 30, 2022, Cell C
 
concluded its recapitalization process and
 
the Company and Cell C
 
entered into an agreement under which
Cell C agreed to repurchase, from October
 
2023, up to ZAR
10
 
million of Cell C inventory from the
 
Company per month. The amount
to be repurchased by Cell C is calculated as ZAR
10
 
million less the face value of any sales made by the Company during that month.
The Company’s ability to sell this airtime has increased significantly since the acquisition of Connect because Connect is
 
a significant
reseller of
 
Cell C airtime.
 
As a
 
result, the
 
Company has
 
sold higher
 
volumes of
 
airtime through
 
this channel
 
than it
 
did prior
 
to the
Cell C
 
recapitalization,
 
however,
 
continued
 
sales at
 
these volumes
 
is dependent
 
on prevailing
 
conditions
 
continuing in
 
the airtime
market. If the Company is able to sell at least ZAR
10
 
million a month through this channel from October 1, 2023, then Cell C would
not be
 
required to
 
repurchase any
 
airtime from
 
the Company
 
during any
 
specific month.
 
The Company
 
has agreed
 
to notify
 
Cell C
prior to selling any of this airtime, however, there
 
is no restriction placed on the Company on the sale of the airtime.
13
4.
 
Fair value of financial instruments
Initial recognition and measurement
Financial instruments
 
are recognized
 
when the
 
Company becomes
 
a party
 
to the
 
transaction. Initial
 
measurements are
 
at cost,
which includes transaction costs.
 
Risk management
The Company manages its exposure
 
to currency exchange, translation, interest rate,
 
credit, microlending credit and equity price
and liquidity risks as discussed below.
 
Currency exchange risk
The
 
Company
 
is
 
subject
 
to
 
currency
 
exchange
 
risk
 
because
 
it
 
purchases
 
components
 
for
 
its
 
safe
 
assets,
 
that
 
the
 
Company
assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S. dollar.
 
The Company
has
 
used forward
 
contracts
 
in order
 
to limit
 
its exposure
 
in these
 
transactions
 
to fluctuations
 
in exchange
 
rates
 
between
 
the
 
South
African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on
 
the other hand.
Translation risk
Translation risk relates to
 
the risk that
 
the Company’s results of operations
 
will vary significantly
 
as the U.S.
 
dollar is its
 
reporting
currency,
 
but it earns a
 
significant amount of its
 
revenues and incurs a
 
significant amount of its
 
expenses in ZAR. The
 
U.S. dollar to
the ZAR
 
exchange rate
 
has fluctuated
 
significantly over
 
the past
 
three years.
 
As exchange
 
rates are
 
outside the
 
Company’s
 
control,
there can be no
 
assurance that future fluctuations will
 
not adversely affect the Company’s results of operations and
 
financial condition.
Interest rate risk
As a result of its
 
normal borrowing activities, the Company’s operating results are exposed to fluctuations in
 
interest rates, which
it manages primarily through regular financing
 
activities. Interest rates in
 
South Africa are trending upwards and
 
the Company expects
higher interest rates
 
in the foreseeable future
 
which will increase its
 
cost of borrowing.
 
The Company periodically
 
evaluates the cost
and
 
effectiveness
 
of
 
interest
 
rate
 
hedging
 
strategies
 
to
 
manage
 
this
 
risk.
 
The
 
Company
 
generally
 
maintains
 
surplus
 
cash
 
in
 
cash
equivalents and held to maturity investments and has occasionally
 
invested in marketable securities.
Credit risk
Credit
 
risk
 
relates
 
to
 
the
 
risk
 
of
 
loss
 
that
 
the
 
Company
 
would
 
incur
 
as
 
a
 
result
 
of
 
non-performance
 
by
 
counterparties.
 
The
Company
 
maintains
 
credit
 
risk
 
policies
 
in
 
respect
 
of
 
its
 
counterparties
 
to
 
minimize
 
overall
 
credit
 
risk.
 
These
 
policies
 
include
 
an
evaluation
 
of
 
a
 
potential
 
counterparty’s
 
financial
 
condition,
 
credit
 
rating,
 
and
 
other
 
credit
 
criteria
 
and
 
risk
 
mitigation
 
tools
 
as
 
the
Company’s
 
management deems appropriate.
 
With respect
 
to credit risk on
 
financial instruments, the
 
Company maintains a
 
policy of
entering
 
into such
 
transactions only
 
with South
 
African
 
and European
 
financial institutions
 
that have
 
a credit
 
rating of
 
“B” (or
 
its
equivalent) or better, as determined by credit
 
rating agencies such as Standard & Poor’s, Moody’s
 
and Fitch Ratings.
Consumer microlending credit
 
risk
The Company
 
is exposed
 
to credit
 
risk in
 
its Consumer
 
microlending activities,
 
which provides
 
unsecured short-term
 
loans to
qualifying customers.
 
Credit bureau
 
checks as
 
well as
 
an affordability
 
test are
 
conducted as
 
part of
 
the origination
 
process, both
 
of
which are in line with local regulations. The Company considers this
 
policy to be appropriate because the affordability test it
 
performs
takes into account
 
a variety of
 
factors such
 
as other debts
 
and total expenditures
 
on normal household
 
and lifestyle expenses.
 
Additional
allowances may
 
be required
 
should the
 
ability of
 
its customers
 
to make
 
payments when
 
due deteriorate
 
in the
 
future. A
 
significant
amount of
 
judgment is required
 
to assess the
 
ultimate recoverability
 
of these finance
 
loan receivables,
 
including ongoing
 
evaluation
of the creditworthiness of each customer.
Merchant lending
The Company maintains an allowance for
 
doubtful finance loans receivable related to
 
its Merchant services segment with
 
respect
to short-term loans to qualifying merchant customers. The
 
Company’s risk management procedures include adhering to its proprietary
lending criteria which uses
 
an online-system loan application
 
process, obtaining necessary customer transaction-history
 
data and credit
bureau checks.
 
The Company considers
 
these procedures
 
to be appropriate
 
because it takes
 
into account
 
a variety of
 
factors such
 
as
the customer’s credit capacity and customer-specific
 
risk factors when originating a loan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14
4.
 
Fair value of financial instruments (continued)
Risk management (continued
Equity price and liquidity risk
Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price
of equity
 
securities that
 
it holds.
 
The market
 
price of
 
these securities
 
may fluctuate
 
for a
 
variety of
 
reasons and,
 
consequently,
 
the
amount that the Company may obtain in a subsequent sale of these securities may significantly differ
 
from the reported market value.
 
Equity liquidity risk
 
relates to the risk
 
of loss that the
 
Company would incur as
 
a result of the lack
 
of liquidity on the
 
exchange
on
 
which
 
those
 
securities
 
are
 
listed.
 
The
 
Company
 
may
 
not be
 
able
 
to
 
sell some
 
or
 
all
 
of
 
these
 
securities
 
at
 
one
 
time,
 
or
 
over
 
an
extended period of time without influencing the exchange-traded price,
 
or at all.
Financial instruments
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’s
 
Level 3 asset represents
 
an investment of
75,000,000
 
class “A” shares in Cell
 
C, a significant
 
mobile telecoms
provider in South Africa.
 
The Company used a discounted cash flow model developed by the Company to determine
 
the fair value of
its investment in Cell C as of September 30, 2023 and June 30, 2023, respectively,
 
and valued Cell C at $
0.0
 
(zero) and $
0.0
 
(zero) as
of September 30, 2023, and June 30, 2023, respectively.
 
The Company incorporates the payments under Cell C’s
 
lease liabilities into
the cash
 
flow forecasts
 
and assumes
 
that Cell
 
C’s
 
deferred tax
 
assets would
 
be utilized
 
over the
 
forecast period.
 
The Company
 
has
increased
 
the
 
marketability
 
discount
 
from
10
%
 
to
20
%
 
and
 
the
 
minority
 
discount
 
from
15
%
 
to
24
%
 
due
 
to
 
the
 
reduction
 
in
 
the
Company’s
 
shareholding percentage
 
from
15
% to
5
% as well
 
as current
 
market conditions.
 
The Company
 
utilized the latest
 
revised
business plan
 
provided by
 
Cell C
 
management for
 
the period
 
ended December
 
31, 2025,
 
for the
 
September 30,
 
2023, and
 
June 30,
2023, valuations. Adjustments have been made to the WACC
 
rate to reflect the Company’s
 
assessment of risk to Cell C achieving its
business plan.
The following key valuation inputs were used as of September 30, 2023
 
and June 30, 2023:
Weighted Average
 
Cost of Capital ("WACC"):
Between
20
% and
31
% over the period of the forecast
Long term growth rate:
4.5
% (
4.5
% as of June 30, 2023)
Marketability discount:
20
% (
20
% as of June 30, 2023)
Minority discount:
24
% (
24
% as of June 30, 2023)
Net adjusted external debt - September 30, 2023:
(1)
ZAR
8
 
billion ($
0.4
 
billion), no lease liabilities included
Net adjusted external debt - June 30, 2023:
(2)
ZAR
8.1
 
billion ($
0.4
 
billion), no lease liabilities included
(1) translated from ZAR to U.S. dollars at exchange rates applicable as of
 
September 30, 2023.
(2) translated from ZAR to U.S. dollars at exchange rates applicable as of
 
June 30, 2023.
The following table presents the impact on the carrying value of the Company’s
 
Cell C investment of a
1.0
% increase and
1.0
%
decrease in the
 
WACC
 
rate and the
 
EBITDA margins
 
respectively used in
 
the Cell C
 
valuation on September
 
30, 2023, all
 
amounts
translated at exchange rates applicable as of September 30, 2023:
Sensitivity for fair value of Cell C investment
1.0% increase
1.00% decrease
WACC
 
rate
$
-
$
621
EBITDA margin
$
1,954
$
-
The fair
 
value of
 
the Cell
 
C shares
 
as of
 
September 30,
 
2023, represented
0
% of
 
the Company’s
 
total assets,
 
including
 
these
shares.
 
The Company expects
 
to hold these
 
shares for an
 
extended period of
 
time and that
 
there will
 
be short-term equity
 
price volatility
with respect to these shares particularly given that Cell C remains in a turnaround
 
process.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15
4.
 
Fair value of financial instruments (continued)
Financial instruments
Derivative transactions - Foreign exchange contracts
As part
 
of
 
the
 
Company’s
 
risk
 
management
 
strategy,
 
the Company
 
enters
 
into
 
derivative
 
transactions
 
to
 
mitigate
 
exposures
 
to
foreign
 
currencies
 
using
 
foreign
 
exchange
 
contracts. These
 
foreign
 
exchange
 
contracts
 
are
 
over-the-counter
 
derivative
transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B”
(or equivalent)
 
or better.
 
The Company
 
uses quoted
 
prices in
 
active markets
 
for similar
 
assets and liabilities
 
to determine
 
fair value
(Level 2). The Company has no derivatives that require fair value measurement
 
under Level 1 or 3 of the fair value hierarchy.
The Company had
no
 
outstanding foreign exchange contracts as of September 30, 2023, and June
 
30, 2023.
The
 
following
 
table
 
presents
 
the
 
Company’s
 
assets
 
measured
 
at
 
fair
 
value
 
on
 
a
 
recurring
 
basis
 
as
 
of
 
September
 
30,
 
2023,
according to the fair value hierarchy:
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets
Investment in Cell C
$
-
$
-
$
-
$
-
Related to insurance
business:
 
Cash, cash equivalents and
restricted cash (included
in other long-term assets)
 
251
-
-
251
Fixed maturity
investments (included in
cash and cash equivalents)
3,661
-
-
3,661
Foreign exchange
contracts
 
-
-
-
-
Total assets at fair value
 
$
3,912
$
-
$
-
$
3,912
The following table presents the
 
Company’s assets measured
 
at fair value on a recurring basis as of
 
June 30, 2023, according to
the fair value hierarchy:
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets
Investment in Cell C
$
-
$
-
$
-
$
-
Related to insurance business
Cash and cash equivalents
(included in other long-term
assets)
258
-
-
258
Fixed maturity investments
(included in cash and cash
equivalents)
3,119
-
-
3,119
Total assets at fair value
 
$
3,377
$
-
$
-
$
3,377
There have been
no
 
transfers in or out of Level 3 during the three months ended September 30, 2023 and 2022,
 
respectively.
There was
no
 
movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level
3, during the three months ended September 30, 2023 and 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16
4.
 
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 three months ended September
 
30, 2023:
Carrying value
Assets
Balance as of June 30, 2023
$
-
Foreign currency adjustment
(1)
-
Balance as of September 30, 2023
$
-
(1) The foreign currency adjustment represents the effects of the fluctuations of the
 
South African rand against the U.S. dollar on
the carrying value.
Summarized below is the movement in the carrying value
 
of assets and liabilities measured at fair value on
 
a recurring basis, and
categorized within Level 3, during the three months ended September
 
30, 2022:
Carrying value
Assets
Balance as of June 30, 2022
$
-
Foreign currency adjustment
(1)
-
Balance as of September 30, 2023
$
-
(1) The
 
foreign currency
 
adjustment represents the
 
effects of
 
the fluctuations
 
of the
 
South African rand
 
against the U.S.
 
dollar
on the carrying value.
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.
 
Refer
 
to
 
Note
 
5
 
for
 
impairment
 
charges
recorded during the
 
reporting periods presented
 
herein. The Company
 
has
no
 
liabilities that
 
are measured at
 
fair value
 
on a
 
nonrecurring
basis.
5.
 
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, 2023, 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 September 30, 2023,
 
and June 30, 2023, was as
follows:
September 30,
June 30,
2023
2023
Finbond Group Limited (“Finbond”)
27.8
%
27.8
%
Sandulela Technology
 
(Pty) Ltd ("Sandulela")
49.0
%
49.0
%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)
50.0
%
50.0
%
Finbond
As of September 30, 2023, the Company owned
220,523,358
 
shares in Finbond representing approximately
 
27.8
% of its issued
and outstanding
 
ordinary shares.
 
Finbond is
 
listed on
 
the Johannesburg
 
Stock Exchange
 
(“JSE”) and
 
its closing price
 
on September
29, 2023, the last trading
 
day of the month, was ZAR
0.41
 
per share. The market value,
 
using the September 29, 2023,
 
closing price,
of
 
the
 
Company’s
 
holding
 
in
 
Finbond
 
on
 
September
 
30,
 
2023,
 
was
 
ZAR
90.4
 
million
 
($
4.8
 
million
 
translated
 
at
 
exchange
 
rates
applicable as of September 30, 2023).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17
5.
 
Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Finbond (continued)
August 2023 agreement to sell entire
 
stake in Finbond
On
 
August
 
10,
 
2023,
 
the
 
Company,
 
through
 
its
 
wholly
 
owned
 
subsidiary
 
Net1
 
Finance
 
Holdings
 
(Pty)
 
Ltd,
 
entered
 
into
 
an
agreement with Finbond to
 
sell its remaining
 
shareholding to Finbond for
 
a cash consideration of
 
ZAR
64.2
 
million ($
3.4
 
million using
exchange
 
rates
 
applicable
 
as
 
of
 
September
 
30,
 
2023),
 
or
 
ZAR
0.2911
 
per
 
share.
 
The
 
transaction
 
is
 
subject
 
to
 
certain
 
conditions,
including
 
regulatory
 
and
 
shareholder
 
approvals,
 
and
 
all
 
conditions
 
are
 
required
 
to
 
be
 
fulfilled
 
on
 
or
 
before
 
December
 
31,
 
2023,
otherwise the transaction will lapse.
Sale of Finbond shares during the three
 
months ended September 2022
The Company sold
81,935
 
shares in Finbond for cash during the three months ended September 30, 2022, and recorded a loss of
$
0.002
 
million which
 
is included
 
in the
 
caption net
 
gain on
 
disposal of
 
equity-accounted
 
investments in
 
the Company’s
 
unaudited
condensed consolidated statements of operations.
The following table presents the
 
calculation of the loss on disposal of
 
Finbond shares during the three months
 
ended September
30, 2022:
Three months
ended September
30,
2022
Loss on disposal of Finbond shares:
Consideration received in cash
$
3
Less: carrying value of Finbond shares sold
(3)
Less: release of foreign currency translation reserve from accumulated other
 
comprehensive loss
(2)
Add: release of stock-based compensation charge related to
 
equity-accounted investment
-
Loss on sale of Finbond shares
$
(2)
Finbond impairments recorded
 
during the three months ended September 30, 2023
As noted earlier, the Company has entered into an agreement to exit its position in Finbond and the Company considered this an
impairment indicator. The
 
Company is required to include any foreign currency translation reserve
 
and other equity account amounts
in its impairment assessment if it considers exiting an equity method investment. The Company performed an impairment assessment
of its
 
holding in
 
Finbond, including
 
the foreign
 
currency translation
 
reserve and
 
other equity
 
account amounts,
 
as of September
 
30,
2023. The Company recorded an impairment loss of $
1.2
 
million during the quarter ended September 30, 2023, which represented the
difference between
 
the determined fair value
 
of the Company’s
 
interest in Finbond and
 
the Company’s
 
carrying value, including
 
the
foreign currency
 
translation reserve
 
(before the
 
impairment). The
 
Company used
 
the price of
 
ZAR
0.2911
 
referenced in
 
the August
2023 agreement referred to above to calculate the determined fair
 
value for Finbond.
Finbond impairments recorded
 
during the three months ended September 30, 2022
The Company considered
 
the combination of
 
the ongoing losses incurred
 
and reported by
 
Finbond and its
 
lower share price
 
as
impairment indicators. The
 
Company performed an
 
impairment assessment of its
 
holding in Finbond
 
as of September 30,
 
2022. The
Company
 
recorded
 
an
 
impairment
 
loss
 
of
 
$
1.1
 
million
 
during
 
the
 
quarter
 
ended
 
September
 
30,
 
2022,
 
related
 
to
 
the
 
other-than-
temporary decrease in Finbond’s value, which represented the difference between the determined fair value of the Company’s interest
in Finbond and the Company’s
 
carrying value (before the impairment).
 
The Company observed continued
 
limited trading in Finbond
shares on the JSE during the
 
three months ended September 30, 2022,
 
because a small number of shareholders
 
owned approximately
80
% of
 
its issued
 
and outstanding
 
shares between
 
them. The
 
Company calculated
 
a fair
 
value per
 
share for
 
Finbond by
 
applying a
liquidity discount of
25
% to
 
the September 30,
 
2022, Finbond closing
 
price of
 
ZAR
0.49
. The
 
Company increased the
 
liquidity discount
from
15
% (used
 
in the
 
previous impairment
 
assessment) to
25
% as a result of the ongoing limited trading activity observed on the In September 2022, the Company, through its wholly-owned subsidiary, Net1 Applied Technologies Netherlands B.V. (“Net1
JSE.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
5.
 
Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Carbon
BV”),
 
entered
 
into
 
a binding
 
term
 
sheet
 
with the
 
Etobicoke
 
Limited
 
(“Etobicoke”)
 
to sell
 
its entire
 
interest, or
25
%,
 
in Carbon
 
to
Etobicoke for
 
$
0.5
 
million and
 
a loan
 
due from
 
Carbon, with
 
a face
 
value of
 
$
3.0
 
million, to
 
Etobicoke for
 
$
0.75
 
million. Both
 
the
equity
 
interest and
 
the loan
 
had a
 
carrying value
 
of $
0
 
(zero) at
 
June 30,
 
2022. The
 
parties have
 
agreed that
 
Etobicoke pledge
 
the
Carbon shares purchased as security for the amounts outstanding
 
under the binding term sheet.
The Company received $
0.25
 
million on closing and the outstanding balance due by Etobicoke is expected to be paid
 
as follows:
(i) $
0.25
 
million on September 30, 2023 (the
 
amount was received in October 2023),
 
and (ii) the remaining amount,
 
of $
0.75
 
million
in March 2024. Both
 
amounts are included
 
in the caption accounts
 
receivable, net and other
 
receivables in the Company’s
 
unaudited
condensed consolidated balance sheet as of September 30, 2023. The Company has allocated the $
0.25
 
million received to the sale of
the equity interest and will allocate the funds received first to the sale of the equity
 
interest and then to the loans.
The Company currently
 
believes that the fair
 
value of the Carbon
 
shares provided as security
 
is $
0
 
(zero), which is in
 
line with
the carrying value as of June 30, 2022, and has created an allowance for
 
doubtful loans receivable related to the $
1.0
 
million due from
Etobicoke. The Company did not incur any significant
 
transaction costs. The Company has included the gain of $
0.25
 
million related
to the
 
sale of
 
the Carbon equity
 
interest in the
 
caption net gain
 
on disposal of
 
equity-accounted investments
 
in the
 
Company’s unaudited
condensed consolidated statements of operations.
The following table presents the calculation of the gain on disposal of Carbon
 
in September 2022:
Three months
ended September
30,
2022
Gain on disposal of Carbon shares:
Consideration received in cash in September 2022
$
250
Less: carrying value of Carbon
-
Gain on disposal of Carbon shares:
(1)
$
250
(1) The Company does
 
not expect to pay taxes
 
related to the sale of
 
Carbon because the base cost
 
of its investment exceeds
 
the
sales consideration received. The Company does not believe that it will be able to utilize the
 
loss generated because Net1 BV does not
generate taxable income.
Summarized below is the
 
movement in equity-accounted investments and
 
loans provided to equity-accounted
 
investments during
the three months ended September 30, 2023:
Finbond
Other
(1)
Total
Investment in equity
Balance as of June 30, 2023
$
3,040
$
131
$
3,171
Stock-based compensation
 
14
-
14
Comprehensive income:
(956)
40
(916)
Other comprehensive income
489
-
489
Equity accounted (loss) earnings
(1,445)
40
(1,405)
Share of net (loss) earnings
(278)
40
(238)
Impairment
(1,167)
-
(1,167)
Foreign currency adjustment
(2)
(14)
(2)
(16)
Balance as of September 30, 2023
$
2,084
$
169
$
2,253
(1) Includes Sandulela,
 
and SmartSwitch Namibia;
(2) The foreign currency
 
adjustment represents the effects
 
of the fluctuations
 
of the ZAR and Namibian
 
dollar, against the
 
U.S.
dollar on the carrying value.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19
5.
 
Equity-accounted investments and other long-term assets (continued)
Other long-term assets
Summarized below is the breakdown of other long-term assets as of September
 
30, 2023, and June 30, 2023:
 
September 30,
June 30,
2023
2023
Total equity investments
 
$
76,297
$
76,297
Investment in
5
% of Cell C (June 30, 2023:
5
%) at fair value (Note 4)
-
-
Investment in
10
% of MobiKwik (June 30, 2023:
10
%)
(1)
76,297
76,297
Investment in
87.5
% of CPS (June 30, 2023:
87.5
%) at fair value
(1)(2)
-
-
Policy holder assets under investment contracts (Note 7)
251
257
Reinsurance assets under insurance contracts (Note 7)
1,274
1,040
Total other long-term
 
assets
$
77,822
$
77,594
(1)
 
The Company
 
determined
 
that
 
MobiKwik
 
and CPS
 
do not
 
have
 
readily
 
determinable
 
fair
 
values and
 
therefore
 
elected to
record these investments
 
at cost minus impairment,
 
if any,
 
plus or minus changes
 
resulting from observable
 
price changes in orderly
transactions for the identical or a similar investment of the same issuer.
(2) On October 16, 2020,
 
the High Court of
 
South Africa, Gauteng Division, Pretoria
 
ordered that CPS be
 
placed into liquidation.
Summarized below
 
are the components
 
of the Company’s
 
equity securities without
 
readily determinable
 
fair value and
 
held to
maturity investments as of September 30, 2023:
Cost basis
Unrealized
holding
Unrealized
holding
Carrying
gains
losses
value
Equity securities:
Investment in MobiKwik
$
26,993
$
49,304
$
-
$
76,297
Investment in CPS
-
-
-
-
Held to maturity:
Investment in Cedar Cellular notes (Note 2)
-
-
-
-
Total
 
$
26,993
$
49,304
$
-
$
76,297
Summarized below are the components of the Company’s
 
equity securities without readily determinable fair value and held to
maturity investments as of June 30, 2023:
Cost basis
Unrealized
holding
Unrealized
holding
Carrying
gains
losses
value
Equity securities:
Investment in MobiKwik
$
26,993
$
49,304
$
-
$
76,297
Investment in CPS
-
-
-
-
Held to maturity:
Investment in Cedar Cellular notes 6. Goodwill and intangible assets, net
-
-
-
-
Total
 
$
26,993
$
49,304
$
-
$
76,297
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
Goodwill
Summarized below is the movement in the carrying value of goodwill
 
for the three months ended September 30, 2023:
Gross value
Accumulated
impairment
Carrying
value
Balance as of June 30, 2023
$
152,619
$
(18,876)
$
133,743
Foreign currency adjustment
(1)
 
(664)
60
(604)
Balance as of September 30, 2023
$
151,955
$
(18,816)
$
133,139
(1) – The foreign currency adjustment represents the effects
 
of the fluctuations of the South African rand against the U.S.
dollar on the carrying value.
Goodwill has been allocated to the Company’s
 
reportable segments as follows:
Consumer
Merchant
Carrying value
Balance as of June 30, 2023
$
-
$
133,743
$
133,743
Foreign currency adjustment
(1)
 
-
(604)
(604)
Balance as of September 30, 2023
$
-
$
133,139
$
133,139
(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
 
September 30, 2023, and
 
June
30, 2023:
As of September 30, 2023
As of June 30, 2023
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Finite-lived intangible assets:
Customer relationships
$
24,865
$
(12,005)
$
12,860
$
24,978
$
(11,565)
$
13,413
Software, integrated
platform and unpatented
technology
110,535
(16,419)
94,116
110,906
(13,711)
97,195
FTS patent
 
2,025
(2,025)
-
2,034
(2,034)
-
Brands and trademarks
13,789
(3,170)
10,619
13,852
(2,863)
10,989
Total finite-lived
 
intangible
assets
 
$
151,214
$
(33,619)
$
117,595
$
151,770
$
(30,173)
$
121,597
Aggregate amortization
 
expense on the
 
finite-lived intangible assets
 
for the three
 
months ended September
 
30, 2023 and
 
2022,
was approximately $
3.6
 
million and $
4.0
 
million, respectively.
 
Future estimated annual
 
amortization expense for
 
the next five fiscal
years
 
and
 
thereafter,
 
assuming
 
exchange
 
rates
 
that
 
prevailed
 
on
 
September
 
30,
 
2023,
 
is
 
presented
 
in
 
the
 
table
 
below.
 
Actual
amortization expense in future periods could differ from this estimate
 
as a result of acquisitions, changes in useful
 
lives, exchange rate
fluctuations and other relevant factors.
Fiscal 2024 (three months ended September 30, 2023)
$
10,742
Fiscal 2025
14,327
Fiscal 2026
14,328
Fiscal 2027
14,274
Fiscal 2028
14,232
Thereafter
49,692
Total future estimated annual amortization expense 7. Assets and policyholder liabilities under insurance and investment contracts
$
117,595
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
Reinsurance assets and policyholder liabilities under insurance contracts
 
Summarized below is the movement in reinsurance
 
assets and policyholder liabilities under insurance contracts
 
during the three
months ended September 30, 2023:
Reinsurance
Assets
(1)
Insurance
contracts
(2)
Balance as of June 30, 2023
$
1,040
$
(1,600)
Increase in policy holder benefits under insurance contracts
 
378
(1,952)
Claims and decrease in policyholders’ benefits under insurance contracts
(136)
1,671
Foreign currency adjustment
(3)
(8)
10
Balance as of September 30, 2023
$
1,274
$
(1,871)
(1) Included in other long-term assets (refer to Note 5);
(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
 
three months
ended September 30, 2023:
Assets
(1)
Investment
contracts
(2)
Balance as of June 30, 2023
$
257
$
(241)
Increase in policy holder benefits under investment contracts
 
3
(3)
Foreign currency adjustment
(3)
(9)
1
Balance as of September 30, 2023
$
251
$
(243)
(1) Included in other long-term assets (refer to Note 5);
(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.
22
8.
 
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, 2023, for additional information regarding
 
its borrowings.
South Africa
The
 
amounts
 
below
 
have
 
been
 
translated
 
at
 
exchange
 
rates
 
applicable
 
as
 
of
 
the
 
dates
 
specified.
 
The
 
3-month
 
Johannesburg
Interbank Agreed Rate (“JIBAR”) on September 30, 2023, was
8.33
%. The prime rate on September 30, 2023, was
11.75
%.
RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term
 
borrowings
Long-term borrowings - Facility G and Facility H
As
 
of
 
September
 
30,
 
2023,
 
the
 
Company’s
 
had
 
utilized
 
ZAR
10.0
 
million
 
($
0.5
 
million)
 
of
 
its
 
ZAR
200
 
million
 
Facility
 
G
revolving credit facility.
 
The interest rate on this facility as of September 30, 2023, was JIBAR plus
5.50
%.
Available short-term facility -
 
Facility E
As of September
 
30, 2023, the
 
aggregate amount of
 
the Company’s
 
short-term South African
 
overdraft facility with
 
RMB was
ZAR
1.4
 
billion ($
74.0
 
million). As of September 30, 2023, the Company had utilized approximately ZAR
0.4
 
billion ($
19.8
 
million)
of this overdraft facility.
 
This overdraft facility may only be used to
 
fund ATMs
 
and therefore the overdraft utilized and converted
 
to
cash to fund the Company’s ATMs
 
is considered restricted cash. The interest rate on this facility is equal to the
 
prime rate.
 
Connect Facilities, comprising long-term borrowings and a short-term facility
As of September 30, 2023, the
 
Connect Facilities include (i) an overdraft facility (general
 
banking facility) of ZAR
205.0
 
million
(of which ZAR
170.0
 
million has been utilized); (ii) Facility A of
 
ZAR
700.0
 
million; (iii) Facility B of ZAR
550.0
 
million (both fully
utilized); and (iv) an asset-backed facility of ZAR
200.0
 
million (of which ZAR
152.5
 
million has been utilized).
CCC Revolving Credit Facility, comprising
 
long-term borrowings
As of
 
September
 
30,
 
2023,
 
the amount
 
of the
 
CCC Revolving
 
Credit Facility
 
was ZAR
300.0
 
million (of
 
which
 
ZAR
205.5
million has been utilized).
 
Interest on the Revolving Credit Facility
 
is payable on the last business
 
day of each calendar month
 
and is
based on the South African prime rate in effect from time to time plus
 
a margin of
0.95
% per annum.
 
RMB facility, comprising indirect facilities
As of September
 
30, 2023, the aggregate
 
amount of the Company’s
 
short-term South African
 
indirect credit facility
 
with RMB
was ZAR
135.0
 
million ($
7.1
 
million), which includes facilities for guarantees, letters of credit and forward exchange contracts. As
 
of
September
 
30, 2023
 
and
 
June 30,
 
2023,
 
the
 
Company
 
had utilized
 
approximately
 
ZAR
33.1
 
million
 
($
1.7
 
million)
 
and
 
ZAR
33.1
million ($
1.8
 
million), respectively,
 
of its indirect and derivative facilities of
 
ZAR
135.0
 
million (June 30, 2023: ZAR
135.0
 
million)
to enable the bank to issue guarantees, letters of credit and forward exchange
 
contracts (refer to Note 19).
Nedbank facility, comprising short-term facilities
As of
 
September 30, 2023,
 
the aggregate amount
 
of the Company’s short-term
 
South African
 
credit facility with
 
Nedbank Limited
was ZAR
156.6
 
million ($
8.3
 
million). The credit facility represents indirect and derivative facilities
 
of up to ZAR
156.6
 
million ($
8.3
million), which include guarantees, letters of credit and forward exchange
 
contracts.
As of September 30, 2023 and June 30, 2023, the Company had utilized approximately ZAR
2.1
 
million ($
0.1
 
million) and ZAR
2.1
 
million
 
($
0.1
 
million),
 
respectively,
 
of
 
its
 
indirect
 
and
 
derivative
 
facilities
 
of
 
ZAR
156.6
 
million
 
(June
 
30,
 
2023:
 
ZAR
156.6
million) to enable the bank to issue guarantees, letters of credit and forward
 
exchange contracts (refer to Note 19).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
8.
 
Borrowings (continued)
Movement in short-term credit facilities
Summarized below are the
 
Company’s short-term facilities as of
 
September 30, 2023, and
 
the movement in
 
the Company’s short-
term facilities from as of June 30, 2023 to as of September 30, 2023:
RMB
RMB
RMB
Nedbank
Facility E
Indirect
Connect
Facilities
Total
Short-term facilities available as of September 30, 2023
$
73,982
$
7,134
$
10,833
$
8,273
$
100,222
Overdraft
 
-
-
10,833
-
10,833
Overdraft restricted as to use for ATM
 
funding only
73,982
-
-
-
73,982
Indirect and derivative facilities
 
-
7,134
-
8,273
15,407
Movement in utilized overdraft facilities:
 
Restricted as to use for ATM
 
funding only
23,021
-
-
-
23,021
No restrictions as to use
 
-
-
9,025
-
9,025
Balance as of June 30, 2023
23,021
-
9,025
-
32,046
Utilized
 
59,574
-
-
-
59,574
Repaid
(62,793)
-
-
-
(62,793)
Foreign currency adjustment
(1)
(48)
-
(42)
-
(90)
Balance as of September 30, 2023
19,754
-
8,983
-
28,737
Restricted as to use for ATM
 
funding only
19,754
-
-
-
19,754
No restrictions as to use
 
$
-
$
-
$
8,983
$
-
$
8,983
Interest rate as of September 30, 2023 (%)
(2)
11.75
-
11.65
-
Movement in utilized indirect and derivative facilities:
Balance as of June 30, 2023
$
-
$
1,757
$
-
$
112
$
1,869
Foreign currency adjustment
(1)
-
(8)
-
-
(8)
Balance as of September 30, 2023
$
-
$
1,749
$
-
$
112
$
1,861
(1) Represents the effects of the fluctuations between the
 
ZAR and the U.S. dollar.
(2) Facility E interest set at prime and the Connect facility at prime less Summarized below is the movement in the Company’s long-term borrowing from as of as of June 30, 2023 to as of September
0.10
%.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
8.
 
Borrowings (continued)
Movement in long-term borrowings
30, 2023:
Facilities
G & H
A&B
CCC
Asset
backed
Total
Included in current
$
-
$
-
$
-
$
3,663
$
3,663
Included in long-term
48,965
64,436
11,802
4,252
129,455
Opening balance as of June 30, 2023
48,965
64,436
11,802
7,915
133,118
Facilities utilized
1,372
-
-
1,099
2,471
Facilities repaid
(797)
-
(904)
(928)
(2,629)
Non-refundable fees paid
-
-
-
-
-
Non-refundable fees amortized
202
12
13
-
227
Capitalized interest
1,756
-
-
-
1,756
Capitalized interest repaid
(58)
-
-
-
(58)
Foreign currency adjustment
(1)
(297)
(293)
(50)
(28)
(668)
Closing balance as of September 30, 2023
51,143
64,155
10,861
8,058
134,217
Included in current
-
-
-
3,630
3,630
Included in long-term
51,143
64,155
10,861
4,428
130,587
Unamortized fees
(397)
(210)
(53)
-
(660)
Due within 2 years
-
-
-
3,179
3,179
Due within 3 years
51,540
4,954
10,914
1,142
68,550
Due within 4 years
-
7,596
-
104
7,700
Due within 5 years
$
-
$
51,815
$
-
$
3
$
51,818
Interest rates as of September 30, 2023 (%):
13.83
12.08
12.70
12.50
Base rate (%)
8.33
8.33
11.75
11.75
Margin (%)
5.50
3.75
0.95
0.75
Footnote number
(2)
(3)
(4)
(5)
(1) Represents the effects of the fluctuations between the ZAR and the
 
U.S. dollar.
(2) Interest on Facility G
 
and Facility H is calculated based
 
on the 3-month JIBAR in
 
effect from time to time
 
plus a margin of,
from January 1, 2023:
 
(i)
5.50
% for as long as
 
the aggregate balance under
 
the Facilities is greater
 
than ZAR
800
 
million; (ii)
4.25
%
if the aggregate balance under the Facilities is equal to or less than ZAR
800
 
million, but greater than ZAR
350
 
million; or (iii)
2.50
%
if the aggregate balance under the Facilities is less than ZAR
350
 
million
(3) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin,
 
of
3.75
%, in effect from time to time.
(4) Interest is charged at prime plus
0.95
% per annum on the utilized balance.
(5) Interest is charged at prime plus
0.75
% per annum on the utilized balance.
Interest expense incurred under the Company’s South African long-term borrowings and included in the
 
caption interest expense
on the condensed consolidated statement of operations during the three months ended September 30, 2023 and
 
2022, was $
4.0
 
million
and $
2.7
 
million, respectively.
 
Prepaid facility fees amortized
 
included in interest expense
 
during the three months
 
ended September
30, 2023
 
and 2022,
 
respectively,
 
were $
0.2
 
million and
 
$
0.2
 
million, respectively.
 
Interest expense
 
incurred under
 
the Company’s
K2020 and
 
CCC facilities
 
relates to
 
borrowings utilized
 
to fund
 
a portion
 
of the
 
Company’s
 
merchant finance
 
loans receivable
 
and
this
 
interest
 
expense
 
of
 
$
0.4
 
million
 
and
 
$
0.2
 
million,
 
respectively,
 
is
 
included
 
in
 
the
 
caption
 
cost
 
of
 
goods
 
sold,
 
IT
 
processing,
servicing and support on
 
the condensed consolidated statement
 
of operations for the
 
three months ended September
 
30, 2023 and
 
2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
9.
 
Other payables
Summarized below is the breakdown of other payables as of September
 
30, 2023, and June 30, 2023:
September 30,
June 30,
2023
2023
Accruals
$
6,619
$
7,078
Provisions
3,282
7,429
Value
 
-added tax payable
983
1,247
Payroll-related payables
2,125
1,038
Participating merchants' settlement obligation
39
39
Other
22,057
19,466
$
35,105
$
36,297
Other includes transactions-switching funds payable, deferred income, client
 
deposits and other payables.
10.
 
Capital structure
The following table presents a
 
reconciliation between the number of
 
shares, net of treasury, presented in the
 
unaudited condensed
consolidated statement of changes in equity as of September 30, 2023
 
and 2022, respectively:
September 30,
September 30,
2023
2022
Number of shares, net of treasury:
Statement of changes in equity
 
63,638,912
62,522,384
Non-vested equity shares that have not vested as of end of period
2,527,492
2,518,546
Number of shares, net of treasury,
 
excluding non-vested equity shares that have not
vested
 
61,111,420
60,003,838
11.
 
Accumulated other comprehensive loss
The table
 
below presents
 
the change
 
in accumulated
 
other comprehensive
 
loss per
 
component
 
during the
 
three months
 
ended
September 30, 2023:
Three months ended
September 30, 2023
Accumulated
foreign
currency
translation
reserve
Total
Balance as of July 1, 2023
$
(195,726)
$
(195,726)
Movement in foreign currency translation reserve related to equity-accounted
investment
489
489
Movement in foreign currency translation reserve
 
(844)
(844)
Balance as of September 30, 2023
$
(196,081)
$
(196,081)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
11.
 
Accumulated other comprehensive loss (continued)
The table
 
below presents
 
the change
 
in accumulated
 
other comprehensive
 
loss per
 
component during
 
the three
 
months ended
September 30, 2022:
Three months ended
September 30, 2022
Accumulated
foreign
currency
translation
reserve
Total
Balance as of July 1, 2022
$
(168,840)
$
(168,840)
Release of foreign currency translation reserve related to disposal of Finbond
 
equity
securities
2
2
Movement in foreign currency translation reserve related to equity-accounted
investment
2,441
2,441
Movement in foreign currency translation reserve
(22,093)
(22,093)
Balance as of September 30, 2022
$
(188,490)
$
(188,490)
There were
no
 
reclassifications from accumulated other
 
comprehensive loss to net (loss) income
 
during the three months ended
September 30, 2023. During the three months ended September 30, 2022, the Company reclassified $
0.002
 
million from accumulated
other comprehensive
 
loss (accumulated
 
foreign currency
 
translation reserve)
 
to net
 
loss related
 
to the
 
disposal of
 
shares in
 
Finbond
(refer to Note 5).
 
12.
 
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, 2023.
Stock option and restricted stock activity
 
Options
The following table summarizes stock option activity for the three months
 
ended September 30, 2023 and 2022:
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, 2023
673,274
4.37
5.14
239
1.67
Exercised
(6,793)
3.07
-
5
-
Forfeited
(175,776)
3.58
-
-
1.22
Outstanding - September 30, 2023
490,705
4.68
6.30
199
1.82
Outstanding - June 30, 2022
926,225
4.14
6.60
1,249
1.60
Exercised
(2,000)
3.07
-
1
-
Forfeited
-
-
-
-
-
Outstanding - September 30, 2022
924,225
4.14
6.36
226
1.60
No
 
stock options were
 
awarded during each of
 
the three months ended
 
September 30, 2023 and
 
2022. During the
 
three months
ended September
 
30, 2023
 
and 2022, respectively,
 
the Company
 
received approximately
 
$
0.02
 
million and $
0.006
 
million from
 
the
exercise of
6,793
 
and
2,000
 
stock options.
 
Employees and
 
a non-employee
 
director forfeited
 
an aggregate
 
of
175,776
 
stock options
during the
 
three months
 
ended September
 
30, 2023.
No
stock options were forfeited during the three months ended September 30, The following table presents stock options vested and expected to vest as of September 30, 2023:
2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27
12.
 
Stock-based compensation
Stock option and restricted stock activity
 
Options
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
 
and expecting to vest - September 30, 2023
490,705
4.68
6.30
199
These options have an exercise price range of $
3.01
 
to $
11.23
.
The following table presents stock options that are exercisable as of September
 
30, 2023:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - September 30, 2023
341,317
5.05
5.77
121
No
 
stock options became exercisable during each of the three months ended September 30, 2023 and 2022. The Company issues
new shares to satisfy stock option exercises.
 
Restricted stock
The following table summarizes restricted stock activity for the three
 
months ended September 30, 2023 and 2022:
Number of
shares of
restricted
stock
Weighted
average
grant date
fair value
($’000)
Non-vested – June 30, 2023
2,614,419
11,869
Total vested
(78,800)
302
Forfeitures
(8,127)
32
Non-vested – September 30, 2023
2,527,492
11,475
Non-vested – June 30, 2022
2,385,267
11,879
Total Granted
212,080
1,167
Granted – July 2021
32,582
172
Granted – August 2021
179,498
995
Total vested
(78,801)
410
Vested
 
– July 2022
(78,801)
410
Non-vested – September 30, 2022
2,518,546
12,568
28
12.
 
Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Grants
No
 
restricted stock was awarded during the three months ended September 30, 2023. In July 2022, the Company granted
32,582
shares of restricted
 
stock to employees
 
which have time
 
-based vesting conditions.
 
The Company agreed
 
to match, on
 
a
one
-for-one
basis, an employee’s
 
purchase of up to
 
$
1.0
 
million worth of the Company’s
 
shares of common stock
 
in open market purchases,
 
and
in August
 
2022,
 
the Company
 
granted
179,498
 
shares of
 
restricted stock
 
to the
 
employee.
 
These shares
 
of restricted
 
stock contain
time-based vesting conditions.
In October 2023, the
 
Company awarded
225,000
 
shares of restricted stock to
 
an executive officer
 
which vest on June 30,
 
2025,
except if the executive officer is terminated for cause,
 
in which case the award will be forfeited. The Company also awarded
310,916
shares of restricted stock
 
to
three
 
of its executive officers
 
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
10
% appreciation in the
Company’s stock price off a base price of $
4.00
 
over the measurement period commencing on September 30,
 
2023 through November
17, 2026,
 
and (2)
 
the recipient
 
is employed
 
by the
 
Company on
 
a full-time
 
basis when
 
the condition
 
in (1)
 
is met.
 
If either of
 
these
conditions is not satisfied, then none of the shares of restricted stock will vest and they
 
will be forfeited. The Company’s closing price
on September 30, 2023, was $
3.90
.
The appreciation levels (times and price) and vesting percentages as of each
 
period ended are as follows:
●
Prior to the first anniversary of the grant date:
0
%;
●
Fiscal
 
2025,
 
the
 
Company’s
 
30-day
 
volume
 
weighted-average
 
stock
 
price
 
(“VWAP”)
 
before
 
November
 
17,
 
2024
 
is
approximately
1.10
 
times higher (i.e. $
4.40
 
or higher) than $
4.00
:
33
%;
●
Fiscal 2026, the Company’s
 
VWAP before
 
November 17, 2025 is
1.21
 
times higher (i.e. $
4.84
 
or higher) than $
4.00
:
67
%;
●
Fiscal 2027, the Company’s
 
VWAP before
 
November 1, 2026 is
1.33
 
times higher (i.e. $
5.32
) than $
4.00
:
100
%.
The
 
Company
 
also
 
awarded
333,080
 
shares
 
of
 
restricted
 
stock
 
with
 
time-based
 
vesting
 
conditions
 
to
 
approximately
150
employees
 
in October
 
2023, which
 
are subject
 
to the
 
employees continued
 
employment with
 
the Company
 
through the
 
applicable
vesting dates.
The Company has not yet determined the fair value of these shares of restricted
 
stock awarded in October 2023.
 
As fully described in Note 17 to
 
the Company’s audited consolidated financial statements included in its Annual Report on Form
10-K for the
 
year ended June
 
30, 2023, the
 
Company granted
19,443
 
shares to an
 
advisor during the
 
three months ended
 
September
30, 2022 which were ineligible for transfer until the earlier of December
 
31, 2022, or the occurrence of the agreed event.
Vesting
In July 2023,
78,800
 
shares of restricted
 
stock granted to
 
Mr. Meyer vested. In
 
July 2022,
78,801
 
shares of restricted
 
stock granted
to Mr.
 
Meyer vested
 
and he
 
elected for
35,460
 
shares to
 
be withheld
 
to satisfy
 
the withholding
 
tax liability
 
on the
 
vesting of
 
these
shares. The
35,460
 
shares have been included in the Company’s
 
treasury shares.
Forfeitures
During
 
the
 
three
 
months
 
ended
 
September
 
30,
 
2023,
 
employees
 
forfeited
8,127
 
shares
 
of
 
restricted
 
stock
 
following
 
their
termination of employment with the Company.
No
shares of restricted stock were forfeited during the three months ended September Stock-based compensation charge and unrecognized compensation cost
30, 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
12.
 
Stock-based compensation (continued)
The Company recorded a stock-based compensation charge, net during the three months ended September 30, 2023 and 2022, of
$
1.8
 
million and $
1.5
 
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 September 30, 2023
Stock-based compensation charge
 
$
1,768
$
-
$
1,768
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(9)
-
(9)
Total - three months
 
ended September 30, 2023
$
1,759
$
-
$
1,759
Three months ended September 30, 2022
Stock-based compensation charge
 
$
1,462
$
-
$
1,462
Total - three months
 
ended September 30, 2022
$
1,462
$
-
$
1,462
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.
As of
 
September 30,
 
2023, the
 
total unrecognized
 
compensation cost
 
related to
 
stock options
 
was approximately
 
$
0.1
 
million,
which
 
the
 
Company
 
expects
 
to
 
recognize
 
over
 
approximately
two years
.
 
As
 
of
 
September
 
30,
 
2023,
 
the
 
total
 
unrecognized
compensation cost related
 
to restricted stock
 
awards was approximately
 
$
5.8
 
million, which the
 
Company expects to
 
recognize over
approximately
two years
.
As of
 
September 30,
 
2023, and
 
June 30,
 
2023, respectively,
 
the Company
 
recorded a
 
deferred tax
 
asset of
 
approximately $
0.6
million and $
0.6
 
million, related to the stock-based compensation charge recognized related to employees of Lesaka.
 
As of September
30,
 
2023,
 
and
 
June
 
30,
 
2023,
 
respectively,
 
the
 
Company
 
recorded
 
a
 
valuation
 
allowance
 
of
 
approximately
 
$
0.6
 
million
 
and
 
$
0.6
million, related to the deferred tax asset because it does not believe that the stock-based
 
compensation deduction would be utilized as
it does
 
not
 
anticipate
 
generating
 
sufficient
 
taxable
 
income
 
in the
 
United
 
States. The
 
Company
 
deducts
 
the difference
 
between
 
the
market value on the date
 
of exercise by the
 
option recipient and the exercise price
 
from income subject to taxation
 
in the United States.
13.
 
(Loss) Earnings 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 September 30, 2023 and 2022. 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, 2023.
Basic (loss) earnings per share
 
includes shares of restricted stock that
 
meet the definition of a
 
participating security because these
shares are eligible
 
to receive non
 
-forfeitable dividend
 
equivalents at the
 
same rate as
 
common stock.
 
Basic (loss) earnings
 
per share
has been calculated using the two-class
 
method and basic (loss) earnings per share
 
for the three months ended September
 
30, 2023 and
2022,
 
reflects only undistributed earnings. The computation below of basic (loss) earnings per
 
share excludes the net loss attributable
to shares of unvested
 
restricted stock (participating
 
non-vested restricted stock)
 
from the numerator
 
and excludes the dilutive
 
impact
of these unvested shares of restricted stock from the denominator.
Diluted (loss)
 
earnings
 
per share
 
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 (loss) earnings per share utilizing the treasury
 
stock method and are not considered to be
 
participating securities,
as the
 
stock options
 
do not
 
contain non-forfeitable
 
dividend rights.
 
The Company
 
has excluded
 
employee stock
 
options to
 
purchase
41,809
 
and
210,530
 
shares of common stock
 
from the calculation of
 
diluted loss per share during
 
the three months ended
 
September
30, 2023 and 2022, because the effect would be antidilutive.
The
 
calculation
 
of diluted
 
(loss) earnings
 
per
 
share
 
includes the
 
dilutive
 
effect
 
of
 
a portion
 
of the
 
restricted
 
stock granted
 
to
employees
 
as
 
these
 
shares
 
of
 
restricted
 
stock
 
are
 
considered
 
contingently
 
returnable
 
shares
 
for
 
the
 
purposes
 
of
 
the
 
diluted
 
(loss)
earnings per share calculation and
 
the vesting conditions in respect of a portion
 
of the restricted stock had been satisfied.
 
The vesting
conditions for
 
all awards
 
made are
 
discussed in
 
Note 17
 
to the
 
Company’s
 
audited consolidated
 
financial statements
 
included in
 
its
Annual Report on Form 10-K for the year ended June 30, 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30
13.
 
(Loss) Earnings per share (continued)
The
 
following
 
table
 
presents
 
net
 
loss
 
attributable
 
to
 
Lesaka
 
and
 
the
 
share
 
data
 
used
 
in
 
the
 
basic
 
and
 
diluted
 
loss
 
per
 
share
computations using the two-class method:
 
Three months ended
September 30,
2023
2022
(in thousands except
percent and
per share data)
Numerator:
Net loss attributable to Lesaka
 
$
(5,651)
$
(10,696)
Undistributed (loss) earnings
$
(5,651)
$
(10,696)
Percent allocated to common shareholders (Calculation 1)
96
96
Numerator for (loss) earnings per share: basic and diluted
(5,402)
(10,277)
Continuing
(5,402)
(10,277)
Denominator
Denominator for basic (loss) earnings per share:
Weighted-average
 
common shares outstanding
60,990
59,996
Denominator for diluted (loss) earnings per share: adjusted weighted
 
average
common shares outstanding and assuming conversion
60,990
59,996
(Loss) Earnings per share:
Basic
 
$
(0.09)
$
(0.17)
Diluted
 
$
(0.09)
$
(0.17)
(Calculation 1)
Basic weighted-average common shares outstanding (A)
 
60,990
59,996
Basic weighted-average common shares outstanding and unvested restricted
 
shares
expected to vest (B)
 
63,805
62,445
Percent allocated to common shareholders
 
(A) / (B)
 
96
96
Options
 
to purchase
262,506
 
shares of
 
the Company’s
 
common
 
stock at
 
prices ranging
 
from $
4.87
 
to $
11.23
 
per share
 
were
outstanding during
 
the three months
 
ended September
 
30, 2023,
 
but were not
 
included in the
 
computation of
 
diluted (loss) earnings
per share because the
 
options’ exercise price was
 
greater than the average
 
market price of the Company’s
 
common stock. Options to
purchase
324,619
 
shares of the Company’s
 
common stock at prices
 
ranging from $
4.87
 
to $
11.23
 
per share were outstanding
 
during
the three months ended September
 
30, 2022, respectively, but were not included in
 
the computation of diluted (loss)
 
earnings per share
because the
 
options’ exercise
 
price was greater
 
than the average
 
market price of
 
the Company’s
 
common stock.
 
The options, which
expire at various dates through February 3, 2032, were still outstanding
 
as of September 30, 2023.
14.
 
Supplemental cash flow information
The following table presents supplemental cash flow disclosures for
 
the three months ended September 30, 2023 and 2022:
Three months ended
September 30,
2023
2022
Cash received from interest
 
$
445
$
409
Cash paid for interest
 
$
2,925
$
4,011
Cash paid for income taxes 14.
$
604
$
677
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
Supplemental cash flow information (continued)
Leases
The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2023
and 2022:
Three months ended
September 30,
2023
 
2022
 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$
693
$
805
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$
1,543
$
61
15.
 
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 September 30, 2023:
Merchant
Consumer
Total
Processing fees
$
28,760
$
5,733
$
34,493
South Africa
27,400
5,733
33,133
Rest of world
1,360
-
1,360
Technology
 
products
2,037
19
2,056
South Africa
1,986
19
2,005
Rest of world
51
-
51
Telecom products
 
and services
 
87,313
41
87,354
South Africa
82,559
41
82,600
Rest of world
4,754
-
4,754
Lending revenue
-
5,373
5,373
Interest from customers
1,520
-
1,520
Insurance revenue
-
2,611
2,611
Account holder fees
-
1,368
1,368
Other
879
435
1,314
South Africa
830
435
1,265
Rest of world
49
-
49
Total revenue, derived from the following geographic locations reportable segments for the three months ended September 30, 2022:
120,509
15,580
136,089
South Africa
114,295
15,580
129,875
Rest of world
$
6,214
$
-
$
6,214
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32
15.
 
Revenue recognition (continued)
The
 
following
 
table
 
presents
 
the
 
Company’s
 
revenue
 
disaggregated
 
by
 
major
 
revenue
 
streams,
 
including
 
a
 
reconciliation
 
to
Merchant
Consumer
Total
Processing fees
$
27,297
$
6,535
$
33,832
South Africa
26,028
6,535
32,563
Rest of world
1,269
-
1,269
Technology
 
products
3,897
37
3,934
South Africa
3,830
37
3,867
Rest of world
67
-
67
Telecom products
 
and services
 
76,120
-
76,120
South Africa
72,029
-
72,029
Rest of world
4,091
-
4,091
Lending revenue
-
4,711
4,711
Interest from customers
1,223
-
1,223
Insurance revenue
-
2,181
2,181
Account holder fees
-
1,411
1,411
Other
1,245
129
1,374
South Africa
1,201
129
1,330
Rest of world
44
-
44
Total revenue, derived from the following geographic locations The Company has entered into leasing arrangements classified as operating leases under accounting guidance.
109,782
15,004
124,786
South Africa
104,311
15,004
119,315
Rest of world
$
5,471
$
-
$
5,471
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
33
16.
 
Leases
These leasing
arrangements relate primarily
 
to the lease of
 
its corporate head office,
 
administration offices and
 
branch locations through
 
which the
Company operates
 
its consumer
 
business in
 
South Africa.
 
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 September 30, 2023 and 2022 was $
0.7
 
million and
$
0.8
 
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
September 30, 2023 and 2022, was $
0.9
 
million and $
1.1
 
million, respectively.
The following table presents supplemental balance
 
sheet disclosure related to the
 
Company’s right-of-use assets and its operating
lease liabilities as of September 30, 2023 and June 30, 2023:
September 30,
June 30,
2023
2023
Right of use assets obtained in exchange for lease obligations:
Weighted average
 
remaining lease term (years)
3.71
1.77
Weighted average
 
discount rate (percent)
10.1
9.7
The maturities of the Company’s
 
operating lease liabilities as of September 30, 2023, are presented below:
Maturities of operating lease liabilities
Year
 
ended June 30,
2024 (excluding three months to September 30, 2023)
$
1,699
2025
1,638
2026
1,305
2027
1,239
2028
1,159
Thereafter
120
Total undiscounted
 
operating lease liabilities
7,160
Less imputed interest
1,357
Total operating lease liabilities,
 
included in
5,803
Operating lease liability - current
1,722
Operating lease liability - long-term
$
4,081
17.
 
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, 2023.
The
 
Company
 
analyzes
 
its
 
business
 
and
 
operations
 
in
 
terms
 
of
two
 
inter-related
 
but
 
independent
 
operating
 
segments:
(1) Consumer Division (“Consumer”) and (2) Merchant Division (“Merchant
 
”).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
17.
 
Operating segments
 
(continued)
Operating segments (continued)
The reconciliation of the
 
reportable segment’s revenue to revenue from external
 
customers for the three
 
months ended September
30, 2023 and 2022, is as follows:
Revenue
Reportable
Segment
Inter-
segment
From
external
customers
Merchant
$
121,361
$
852
$
120,509
Consumer
15,580
-
15,580
Total for the three
 
months ended September 30, 2023
$
136,941
$
852
$
136,089
Merchant
$
109,782
$
-
$
109,782
Consumer
15,004
-
15,004
Total for the three
 
months ended September 30, 2022
$
124,786
$
-
$
124,786
The
 
Company
 
evaluates
 
segment
 
performance
 
based
 
on
 
segment
 
earnings
 
before
 
interest,
 
tax,
 
depreciation
 
and
 
amortization
(“EBITDA”), adjusted for items mentioned
 
in the next sentence
 
(“Segment Adjusted EBITDA”). The Company
 
does not allocate
 
once-
off items, stock-based compensation
 
charges, certain lease
 
charges (“Lease adjustments”), depreciation
 
and amortization, impairment
of goodwill or other intangible
 
assets, other items (including gains
 
or losses on disposal
 
of investments, fair value adjustments
 
to equity
securities), interest income, interest expense, income tax
 
expense or loss from equity-accounted investments
 
to its reportable segments.
Group costs generally include: employee related costs in relation to employees specifically hired for group roles and related directly to
managing the US-listed entity; expenditures related
 
to compliance with the Sarbanes-Oxley
 
Act of 2002; non-employee directors’ fees;
legal
 
fees;
 
group
 
and
 
US-listed
 
related
 
audit
 
fees;
 
and
 
directors
 
and
 
officer’s
 
insurance
 
premiums.
 
Once-off
 
items
 
represents
 
non-
recurring expense
 
items, including
 
costs related
 
to acquisitions
 
and transactions
 
consummated or
 
ultimately not
 
pursued. Unrealized
loss FV
 
for currency adjustments
 
represents foreign currency
 
mark-to-market adjustments on
 
certain intercompany accounts.
 
The Lease
adjustments reflect
 
lease charges
 
and the
 
Stock-based
 
compensation adjustments
 
reflect stock-based
 
compensation expense
 
and are
both
 
excluded
 
from
 
the calculation
 
of
 
Segment
 
Adjusted
 
EBITDA and
 
are
 
therefore
 
reported
 
as reconciling
 
items
 
to reconcile
 
the
reportable segments’ Segment Adjusted EBITDA to the Company’s
 
loss before income tax expense.
The reconciliation of
 
the reportable segments’
 
measures of profit or
 
loss to loss before
 
income tax expense for
 
the three months
ended September 30, 2023 and 2022, is as follows:
Three months ended
September 30,
2023
2022
Reportable segments measure of profit or loss
 
$
10,541
$
6,499
Operating loss: Group costs
(1,822)
(2,300)
Once-off costs
(78)
(598)
Unrealized Loss FV for currency adjustments
(102)
-
Lease adjustments
(696)
(812)
Stock-based compensation charge adjustments
(1,759)
(1,462)
Depreciation and amortization
(5,856)
(5,998)
Reversal of allowance of EMI doubtful debt
250
-
Gain on disposal of equity-accounted investments The following tables summarize segment information that is prepared in accordance with GAAP for the three months ended
-
248
Interest income
 
449
411
Interest expense
 
(4,909)
(4,036)
Loss before income tax expense
$
(3,982)
$
(8,048)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35
17.
 
Operating segments (continued)
Operating segments (continued)
September 30, 2023 and 2022:
Three months ended
September 30,
2023
2022
Revenues
Merchant
$
121,361
$
109,782
Consumer
15,580
15,004
Total reportable segment
 
revenue
136,941
124,786
Segment Adjusted EBITDA
Merchant
(1)
8,061
7,893
Consumer
(1)
2,480
(1,394)
Total Segment Adjusted
 
EBITDA
10,541
6,499
Depreciation and amortization
Merchant
2,078
1,825
Consumer
169
245
Subtotal: Operating segments
 
2,247
2,070
Group costs
3,609
3,928
Total
 
5,856
5,998
Expenditures for long-lived assets
Merchant
2,763
3,873
Consumer
46
628
Subtotal: Operating segments
 
2,809
4,501
Group costs
-
-
Total
 
$
2,809
$
4,501
(1)
 
Segment
 
Adjusted
 
EBITDA
 
for
 
Merchant
 
includes
 
retrenchment
 
costs
 
of
 
$
0.2
 
million
 
(ZAR
4.6
 
million)
 
and
 
Consumer
includes retrenchment costs of $
0.1
 
million (ZAR
1.5
 
million) for the three months ended September 30, 2023.
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.
18.
 
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 months ended September 30, 2023, the Company’s
 
effective tax rate was impacted by the tax expense recorded
 
by
the
 
Company’s
 
profitable
 
South
 
African
 
operations,
 
non-deductible
 
expenses,
 
the
 
on-going
 
losses
 
incurred
 
by
 
certain
 
of
 
the
Company’s
 
South African
 
businesses and
 
the associated
 
valuation
 
allowances created
 
related to
 
the deferred
 
tax assets
 
recognized
regarding net operating losses incurred by these entities.
For the three months ended September 30, 2022, the Company’s
 
effective tax rate was impacted by the tax expense recorded
 
by
the
 
Company’s
 
profitable
 
South
 
African
 
operations,
 
non-deductible
 
expenses,
 
the
 
on-going
 
losses
 
incurred
 
by
 
certain
 
of
 
the
Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized significant uncertain tax positions during the three months ended September 30, 2023, and therefore, the
regarding net operating losses incurred by these entities.
 
36
18.
 
Income tax (continued)
Uncertain tax positions (continued)
The Company had
no
Company had
no
 
accrued interest related to uncertain tax positions
 
on its balance sheet. The Company does
no
t expect changes related
to its unrecognized tax benefits will have a significant impact on its results of operations
 
or financial position in the next 12 months.
The Company
 
has
no
 
unrecognized tax benefits.
 
The Company
 
files income tax
 
returns mainly
 
in South Africa,
 
Botswana and
in the U.S. federal jurisdiction. As of September 30, 2023, the Company’s
 
South African subsidiaries are no longer subject to income
tax examination
 
by the
 
South African
 
Revenue Service
 
for periods
 
before June 30, 2019.
 
The Company
 
is subject
 
to income
 
tax in
other jurisdictions outside
 
South Africa, none
 
of which are
 
individually material to
 
its financial position,
 
statement of cash
 
flows, or
results of operations.
19.
 
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
33.1
 
million
 
($
1.7
 
million,
 
translated
 
at
 
exchange
 
rates
applicable as of September 30, 2023) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of
between
3.42
% per annum to
3.44
% per annum of the face
 
value of these guarantees and does
 
not recover any of the commission
 
from
third parties.
Nedbank has
 
issued guarantees
 
to these
 
third parties
 
amounting to
 
ZAR
2.1
 
million ($
0.1
 
million, translated
 
at exchange
 
rates
applicable as of September 30, 2023) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of
between
0.47
% per annum to
1.84
% per annum of the face
 
value of these guarantees and does
 
not recover any of the commission
 
from
third parties.
The Company has not recognized any obligation related to these
 
guarantees in its consolidated balance sheet as of September 30,
2023. The maximum
 
potential amount that
 
the Company could
 
pay under these
 
guarantees is ZAR
35.2
 
million ($
1.9
 
million, translated
at exchange
 
rates applicable
 
as of
 
September 30,
 
2023). As
 
discussed in
 
Note 8,
 
the Company
 
has ceded
 
and pledged
 
certain bank
accounts to Nedbank as
 
security for the guarantees
 
issued by them
 
with an aggregate value
 
of ZAR
2.1
 
million ($
0.1
 
million, translated
at
 
exchange
 
rates
 
applicable
 
as of
 
September
 
30,
 
2023).
 
The guarantees
 
have
 
reduced
 
the amount
 
available
 
under
 
its indirect
 
and
derivative facilities in the Company’s
 
short-term credit facilities described in Note 8.
Contingencies
The
 
Company
 
is
 
subject
 
to
 
a
 
variety
 
of
 
insignificant
 
claims
 
and
 
suits
 
that
 
arise
 
from
 
time
 
to
 
time
 
in
 
the
 
ordinary
 
course
 
of
business. Management
 
currently believes
 
that the
 
resolution of
 
these other
 
matters, individually
 
or in
 
the aggregate,
 
will not
 
have a
material adverse impact on the Company’s
 
financial position, results of operations or cash flows.
37
Item 2. Management’s Discussion and Analysis of Financial
 
Condition and Results of Operations
The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year
 
ended June 30, 2023,
and the unaudited condensed consolidated financial statements and
 
the accompanying notes included in this Form 10-Q.
U.S. securities laws
 
require that when
 
we publish any
 
non-GAAP measures, we
 
disclose the reason
 
for using these
 
non-GAAP
measures
 
and
 
provide
 
reconciliations
 
to
 
the
 
most
 
directly
 
comparable
 
GAAP
 
measures.
 
We
 
discuss
 
why
 
we
 
consider
 
it
 
useful
 
to
present these non
 
-GAAP measures and
 
the material risks
 
and limitations of
 
these measures, as
 
well as a
 
reconciliation of these
 
non-
GAAP measures
 
to the
 
most directly
 
comparable GAAP
 
financial measure
 
below at
 
“—Results of
 
Operations—Use of
 
Non-GAAP
Measures” below.
Forward-looking statements
Some of the statements in this Form 10-Q constitute forward-looking
 
statements. These statements relate to future events or our
future financial performance
 
and involve known
 
and unknown
 
risks, uncertainties and
 
other factors that
 
may cause
 
our or our
 
industry’s
actual results,
 
levels of
 
activity,
 
performance
 
or achievements
 
to be
 
materially
 
different
 
from
 
any future
 
results, levels
 
of
 
activity,
performance or achievements expressed,
 
implied or inferred by these
 
forward-looking statements. Such factors
 
include, among other
things, those
 
listed under Item
 
1A.—“Risk Factors” in
 
our Annual
 
Report on Form
 
10-K for
 
the year ended
 
June 30, 2023.
 
In some
cases,
 
you
 
can
 
identify forward-looking
 
statements
 
by terminology
 
such as
 
“may,”
 
“will,” “should,”
 
“could,”
 
“would,”
 
“expects,”
“plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms
 
and other
comparable terminology.
 
Although we believe
 
that the expectations
 
reflected in the
 
forward-looking statements are
 
reasonable, we do
 
not know whether
we can
 
achieve positive
 
future results,
 
levels of
 
activity,
 
performance, or
 
goals. Actual
 
events or
 
results may
 
differ
 
materially.
 
We
undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements
to reflect the occurrence of unanticipated events, except as required by applicable
 
law.
 
You
 
should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto
and
 
thereto
 
and
 
which
 
we
 
have
 
filed
 
with
 
the
 
United
 
States
 
Securities
 
and
 
Exchange
 
Commission
 
completely
 
and
 
with
 
the
understanding that our
 
actual future results,
 
levels of activity,
 
performance and achievements
 
may be materially
 
different from
 
what
we expect. We
 
qualify all of our forward-looking statements by these cautionary
 
statements.
 
Recent Developments
 
We
 
experienced
 
continued improvement
 
in our
 
financial performance
 
in the
 
first quarter
 
of fiscal
 
2024 as
 
a result
 
of positive
operational momentum in both of our Merchant and Consumer divisions.
 
Revenue
 
of
 
$136.1
 
million
 
(ZAR
 
2.5
 
billion)
 
was
 
at
 
the
 
upper
 
end
 
of
 
our
 
revenue
 
guidance
 
despite
 
prevailing
 
negative
macroeconomic and socio-political conditions in South Africa.
We
 
reached
 
an
 
important
 
milestone
 
this
 
quarter,
 
with
 
operating
 
income
 
turning
 
positive
 
to
 
$0.2
 
million
 
(ZAR
 
4.2
 
million),
compared
 
with
 
an
 
operating
 
loss
 
of
 
$4.7
 
million
 
(ZAR
 
80.0
 
million)
 
during
 
the
 
first
 
quarter
 
of
 
fiscal
 
2023.
 
We
 
delivered
 
Group
Adjusted EBITDA,
 
a non-GAAP measure,
 
of ZAR 162.5
 
million ($8.7 million)
 
this quarter,
 
compared to Group
 
Adjusted EBITDA
of ZAR 71.9
 
million ($4.2
 
million) in
 
fiscal 2023.
 
The continued
 
resilience of
 
our business model
 
in a challenging
 
environment for
our merchant and consumer customers demonstrates the value they place
 
on our services.
 
Our mission at Lesaka is
 
to enable merchants to compete and
 
grow, and to improve the lives of
 
South Africa’s grant beneficiaries
by providing access
 
to innovative financial
 
technology and value
 
creating solutions. We
 
achieve this through our
 
vision to build
 
and
operate the
 
leading full-service
 
fintech platform
 
in Southern
 
Africa, offering
 
cash management,
 
payment processing,
 
Value
 
Added
Services (“VAS”),
 
capital and financial services to merchants and underserved consumers.
Merchant Division
 
The year-on-year
 
growth achieved
 
by our
 
Merchant Division
 
is supported
 
by the
 
robust secular
 
trends underpinning
 
financial
inclusion, cash management
 
and digitalization for
 
micro, small
 
and medium enterprises
 
(“MSMEs”), especially in
 
the informal markets
of South Africa, where we have a leading market position.
 
38
Performance in our Merchant division has been driven by:
●
Kazang, our VAS
 
and supplier payments business,
 
continues to see adoption
 
by MSMEs in the informal
 
sector, with a
 
34%
year-on-year growth in the number of devices
 
deployed. We had approximately 77,000 devices deployed as of September
 
30,
2023,
 
compared
 
to
 
approximately
 
57,000
 
devices
 
one
 
year ago.
 
We
 
experienced
 
a
 
slight slowdown
 
in
 
net
 
device
 
growth
during our current quarter, growing by
 
just over 2,000 devices.
 
o
The reason
 
for the
 
slight slowdown
 
in net
 
growth is
 
attributed to
 
a more
 
selective device
 
placement strategy
 
that
followed
 
the
 
six
 
month
 
period
 
to
 
March
 
31,
 
2023,
 
during
 
which
 
we
 
installed
 
a
 
significant
 
number
 
of
 
devices
 
at
informal merchants to support their supplier payments to three major FMCG companies in South Africa. Following
that accelerated roll out program we have prioritised deployment at merchants where we can sell more products and
services through
 
the channel
 
and earn
 
higher margins.
 
Therefore, during
 
the fourth
 
quarter of
 
fiscal 2023
 
and the
first quarter of fiscal 2024 we focused on optimising this new fleet and removing sub-optimal
 
devices.
 
o
As communicated in the fourth quarter of fiscal 2023, our product mix for VAS
 
sales has changed with low-margin
money
 
transfers
 
reducing
 
significantly,
 
currently
 
approximately
 
5%
 
of
 
VAS
 
throughput
 
is
 
money
 
transfers,
compared to approximately 30% a year ago. The impact on overall profitability
 
has not been material.
 
●
We
 
provide card acquiring
 
solutions in the informal
 
sector via Kazang
 
Pay and in
 
the formal sector we
 
provide this service
through Card
 
Connect. Card-enabled
 
POS devices increased
 
to approximately
 
46,600 as of
 
September 30,
 
2023, compared
to approximately 27,700 a year ago, a growth of 68% in deployed devices;
 
●
Our Merchant Credit
 
offering includes Capital Connect
 
in the
 
formal market and
 
Kazang Pay Advance
 
in the informal
 
market.
We
 
disbursed ZAR
 
196 million during
 
this quarter,
 
compared to approximately
 
ZAR 226 million
 
in the comparable
 
period
last year, representing a 13% decrease.
 
In the formal market we continue to see demand for our
 
merchant credit offering but
as previously disclosed,
 
we experienced a
 
slight pullback in
 
credit extension in
 
this business
 
since March 2023
 
as we
 
tightened
our
 
credit
 
criteria
 
in
 
response
 
to
 
the
 
higher
 
interest
 
rate
 
and
 
inflationary
 
pressures
 
in
 
the
 
South
 
African
 
economy.
 
In
 
the
informal
 
market, as
 
we innovate
 
and
 
execute quickly
 
in the
 
Merchant
 
Division, we
 
have decided
 
the current
 
Kazang Pay
Advance credit product is not suitable to continue with, especially in the high interest rate environment,
 
and have suspended
it,
 
while
 
we
 
explore
 
other
 
options
 
with
 
respect
 
to
 
our
 
Kazang
 
Pay
 
Advance
 
offering.
 
Overall,
 
Kazang
 
Pay
 
Advance
 
has
generated positive returns despite recent losses incurred being greater
 
than expected. A reduction in origination of
 
new loans,
loan book and disbursements is primarily a result of the decision to
 
suspend Kazang Pay Advance during the period but was
also partially impacted by the slight pull back in credit
 
extension in Capital Connect.
 
●
Our
 
automated
 
cash management
 
offering,
 
Cash Connect,
 
effectively
 
puts
 
the “bank”
 
in approximately
 
4,400
 
merchants’
stores, compared
 
to approximately
 
4,200 merchants’
 
stores a year
 
ago. Cash
 
Connect is
 
a provider
 
of robust
 
cash vaults
 
in
the formal
 
sector and
 
is building
 
a presence
 
in the
 
informal sector.
 
Cash Connect
 
enables our
 
merchant
 
customer base
 
to
significantly mitigate their
 
operational risks pertaining
 
to cash
 
management and security. Our
 
new ATM recycler is generating
strong interest,
 
and this business
 
has been
 
transferred to
 
our Merchant
 
Division, where
 
it has been
 
fully integrated
 
into our
Cash Connect proposition as an alternative to vaults for our merchant
 
customers.
Consumer Division
 
Over the past five quarters we have consistently referenced the three levers underpinning our strategy of returning the Consumer
Division to profitability – (i) growing active EasyPay Everywhere (“EPE”) account numbers, (ii) increasing average revenue per
 
user
(“ARPU”) through cross-selling and (iii) cost optimization.
 
The progress on our three key initiatives is as follows:
●
Driving customer acquisition
o
Our total
 
active EPE
 
transactional
 
account base
 
stood at
 
more than
 
1.3 million
 
at the
 
end of
 
September 2023,
 
of
which more than
 
1.1 million (or
 
more than 85%)
 
are permanent grant
 
recipients. The balance
 
comprises Social Relief
of Distress (“SRD”) grant
 
recipients, which was introduced
 
during the COVID pandemic and
 
extended in calendar
2023.
 
o
Our priority
 
is to grow
 
our permanent
 
grant recipient
 
customers base,
 
where we
 
can build
 
deeper relationships
 
by
offering other products such as insurance and lending. We do not offer the same breadth of service to the SRD grant
base due
 
to the
 
temporary nature
 
of the
 
grant. Gross
 
EPE account
 
activations, for
 
the permanent
 
base, during
 
our
current
 
quarter
 
showed
 
significant
 
improvement
 
due
 
to
 
various
 
strategic
 
initiatives.
 
We
 
achieved
 
approximately
76,000 gross account activations in
 
the first quarter, compared
 
to approximately 45,000 in the first
 
quarter of fiscal
2023.
 
After
 
adjusting
 
for
 
account
 
churn,
 
net
 
active
 
account
 
growth
 
for
 
the
 
quarter
 
was
 
approximately
 
42,000
accounts, compared to approximately 2,700 in first quarter of fiscal 2023
 
39
●
Progress on cross
 
selling
EasyPay Loans
 
o
We
 
originated
 
approximately 222,000
 
loans during
 
the quarter
 
with our
 
consumer loan
 
book, before
 
allowances,
increasing 20% to
 
ZAR 423 million
 
as at September
 
30, 2023, compared
 
to ZAR 351
 
million as of
 
September 30,
2022.
o
We have not
 
amended our credit scoring or other lending criteria to grow our Consumer lending book.
o
The
 
loan
 
conversion
 
rate
 
continues
 
to
 
improve
 
following
 
the
 
implementation
 
of
 
a
 
number
 
of
 
targeted
 
consumer
lending campaigns during the current quarter.
o
The portfolio loss ratio,
 
calculated as the loans
 
written off during the
 
period as a percentage
 
of the total loan book,
remains flat at approximately 6% on an annualized basis, compared to the fourth
 
quarter of fiscal 2023.
EasyPay Insurance
 
o
Our insurance product sales continue to grow and
 
is a material contributor to the
 
improvement in our overall ARPU.
We
 
have been able
 
to improve customer penetration
 
to more than 30%
 
of our active permanent
 
grant account base
as of September
 
30, 2023, compared
 
to below 25% as
 
of September 30, 2022.
 
Approximately 37,500 new
 
policies
were written
 
in the
 
quarter,
 
compared to
 
approximately 25,000
 
in the
 
comparable period
 
in fiscal
 
2023. The
 
total
number of active policies has
 
grown by 34% to approximately
 
359,000 policies as of September
 
30, 2023, compared
to September 30, 2022.
ARPU
 
o
ARPU
 
for
 
our
 
permanent
 
client
 
base
 
has
 
increased
 
to
 
above
 
ZAR
 
83
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024,
 
from
approximately ZAR 74 in the first quarter of fiscal 2023.
 
Economic Environment and Impact of loadshedding
 
Overall, we have
 
seen no significant change
 
in the operating environment
 
during the quarter.
 
The trading environment
 
remains
challenging
 
in
 
South
 
Africa
 
with
 
interest
 
rates,
 
inflation
 
and
 
unemployment
 
remaining
 
at
 
elevated
 
levels.
 
These
 
factors
 
are
compounded by daily power cuts (known as load-shedding
 
in South Africa), although we did see a reduction in load shedding
 
during
this quarter. Power disruptions adversely impact our customers, especially in our Merchant Division, where they lose valuable trading
hours if they
 
do not have
 
access to alternative power
 
supplies and back-up
 
facilities to process electronic
 
payments and value-added
services.
 
The
 
negative
 
impact
 
is,
 
however,
 
to
 
some
 
extent
 
mitigated
 
as
 
our
 
customer
 
base
 
is
 
geographically
 
diversified,
 
and
 
the
rotational nature
 
of load-shedding
 
results in
 
localized power
 
cuts over
 
shorter time
 
periods, allowing
 
merchants to
 
make up
 
for lost
trading hours.
Notwithstanding
 
the
 
challenging
 
operating
 
environment,
 
our
 
Merchant
 
and
 
Consumer
 
Divisions
 
continue
 
to
 
demonstrate
 
the
resilience of our business model, which is firmly underpinned by the relevance
 
and value of our offering to our target
 
market.
 
Critical Accounting Policies
Our unaudited condensed consolidated
 
financial statements have been
 
prepared in accordance with U.S.
 
GAAP,
 
which requires
management
 
to
 
make
 
estimates
 
and
 
assumptions
 
about
 
future
 
events
 
that
 
affect
 
the
 
reported
 
amount
 
of
 
assets
 
and
 
liabilities
 
and
disclosure
 
of
 
contingent
 
assets and
 
liabilities.
 
As future
 
events
 
and
 
their
 
effects
 
cannot be
 
determined
 
with
 
absolute
 
certainty,
 
the
determination
 
of
 
estimates
 
requires
 
management’s
 
judgment
 
based
 
on
 
a
 
variety
 
of
 
assumptions
 
and
 
other
 
determinants
 
such
 
as
historical experience, current and expected market conditions and certain scientific evaluation techniques. Critical accounting policies
are those
 
that reflect
 
significant judgments
 
or uncertainties
 
and may
 
potentially result
 
in materially
 
different
 
results under
 
different
assumptions
 
and
 
conditions.
 
We
 
have
 
identified
 
the
 
following
 
critical
 
accounting
 
policies that
 
are
 
described
 
in
 
more
 
detail
 
in
 
our
Annual Report on Form 10-K for the year ended June 30, 2023:
 
●
Business Combinations and the Recoverability of Goodwill;
●
Intangible Assets Acquired Through Acquisitions;
●
Revenue recognition – principal versus agent considerations;
●
Valuation
 
of investment in Cell C;
●
Recoverability of equity securities and equity-accounted investments;
●
Deferred Taxation;
●
Stock-based Compensation;
●
Accounts Receivable and Allowance for Doubtful Accounts Receivable; and Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of accounting pronouncements
●
Lending.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
form10qp42i0
40
Recent accounting pronouncements adopted
adopted, including the dates of adoption and the effects on
 
our unaudited condensed consolidated financial statements.
Recent accounting pronouncements not yet adopted
 
as of September 30, 2023
Refer
 
to
 
Note
 
1
 
to
 
our
 
unaudited
 
condensed
 
consolidated
 
financial
 
statements
 
for
 
a
 
full
 
description
 
of
 
recent
 
accounting
pronouncements
 
not
 
yet
 
adopted
 
as
 
of
 
September
 
30,
 
2023,
 
including
 
the
 
expected
 
dates
 
of
 
adoption
 
and
 
effects
 
on
 
our
 
financial
condition, results of operations and cash flows.
Currency Exchange Rate Information
 
Actual exchange rates
The actual exchange rates for and at the end of the periods presented were
 
as follows:
Table 1
Three months ended
Year
 
ended
September 30,
June 30,
2023
2022
2023
ZAR : $ average exchange rate
 
18.6457
17.0201
17.7641
Highest ZAR : $ rate during period
 
19.2202
18.0545
19.7558
Lowest ZAR : $ rate during period
 
17.6278
16.2035
16.2034
Rate at end of period
 
18.9236
18.0126
18.8376
Translation exchange
 
rates for financial reporting purposes
We are required
 
to translate our results of operations from ZAR to U.S. dollars on a monthly basis.
 
Thus, the average rates used
to translate
 
this data
 
for the
 
three months
 
ended September
 
30, 2023
 
and 2022,
 
vary slightly
 
from the
 
averages shown
 
in the
 
table
above.
 
Except
 
as
 
described
 
below,
 
the
 
translation
 
rates
 
we
 
use
 
in
 
presenting
 
our
 
results
 
of
 
operations
 
are
 
the
 
rates
 
shown
 
in
 
the
following table:
Three months ended
Year
 
ended
Table 2
September 30,
June 30,
2023
2022
2023
Income and expense items: $1 = ZAR
 
18.7088
17.1307
17.9400
Balance sheet items: $1 = ZAR
 
18.9236
18.0126
18.8376
41
We have translated the results of operations
 
and operating segment information for the three months ended September 30, 2023,
provided in the
 
tables below using
 
the actual average
 
exchange rates per
 
month (i.e. for
 
each of July
 
2023, August 2023,
 
and September
2023) between the USD and ZAR in order to
 
reduce the reconciliation of information presented to our chief
 
operating decision maker.
The impact
 
of using
 
this method
 
compared with
 
the average
 
rate for
 
the quarter
 
is not
 
significant, however,
 
it does
 
result in
 
minor
differences.
 
We
 
believe that
 
presentation using
 
the average exchange
 
rates per
 
month compared
 
with the
 
average exchange
 
rate per
quarter improves the accuracy of the information presented
 
in our external financial reporting and leads to fewer differences
 
between
our external reporting measures which are supplementally presented in ZAR, and our internal management information, which is also
presented in ZAR.
 
Results of Operations
The discussion
 
of our
 
consolidated overall
 
results of
 
operations is
 
based on
 
amounts as
 
reflected
 
in our
 
unaudited condensed
consolidated financial
 
statements which
 
are prepared
 
in accordance
 
with U.S.
 
GAAP.
 
We
 
analyze our
 
results of
 
operations both
 
in
U.S. dollars, as presented in the unaudited condensed consolidated
 
financial statements, and supplementally in ZAR, because ZAR is
the functional
 
currency of
 
the entities
 
which contribute
 
the majority
 
of our
 
results and
 
is the
 
currency in
 
which the
 
majority of
 
our
transactions
 
are
 
initially
 
incurred
 
and
 
measured.
 
Presentation
 
of our
 
reported
 
results
 
in ZAR
 
is a
 
non-GAAP
 
measure.
 
Due
 
to
 
the
significant impact of currency
 
fluctuations between the U.S.
 
dollar and ZAR on
 
our reported results and because
 
we use the U.S.
 
dollar
as our reporting
 
currency,
 
we believe that
 
the supplemental presentation
 
of our results
 
of operations in
 
ZAR is useful
 
to investors to
understand the changes in the underlying trends of our business.
 
Our
 
operating
 
segment
 
revenue
 
presented
 
in
 
“—Results
 
of
 
operations
 
by
 
operating
 
segment”
 
represents
 
total
 
revenue
 
per
operating segment before intercompany
 
eliminations. A reconciliation between
 
total operating segment revenue and
 
revenue, as well
as
 
the
 
reconciliation
 
between
 
our
 
segment
 
performance
 
measure
 
and
 
net
 
loss
 
before
 
tax
 
(benefits)
 
expense,
 
is
 
presented
 
in
 
our
unaudited condensed consolidated financial
 
statements in Note
 
17 to those
 
statements. Our chief
 
operating decision maker
 
is our
 
Group
Chief
 
Executive
 
Officer
 
and
 
he
 
evaluates
 
segment
 
performance
 
based
 
on
 
segment
 
earnings
 
before
 
interest,
 
tax,
 
depreciation
 
and
amortization
 
(“EBITDA”),
 
adjusted
 
for
 
items
 
mentioned
 
in
 
the
 
next
 
sentence
 
(“Segment
 
Adjusted
 
EBITDA”)
 
for
 
each
 
operating
segment.
 
We
 
do not
 
allocate once
 
-off
 
items (as
 
defined below),
 
stock-based
 
compensation charges,
 
depreciation
 
and amortization,
impairment of goodwill or
 
other intangible assets, certain
 
lease charges (“Lease
 
adjustments”), other items (including
 
gains or losses
on disposal
 
of investments,
 
fair value
 
adjustments to
 
equity securities,
 
fair value
 
adjustments to
 
currency options),
 
interest income,
interest expense, income tax expense or loss
 
from equity-accounted investments to our reportable segments. Once-off items
 
represents
non-recurring
 
expense
 
items,
 
including
 
costs related
 
to
 
acquisitions
 
and
 
transactions
 
consummated
 
or ultimately
 
not pursued.
 
The
Lease adjustments reflect lease charges and the Stock-based compensation adjustments reflect stock-based compensation expense and
are both excluded from the calculation of Segment Adjusted EBITDA and
 
are therefore reported as reconciling items to reconcile the
reportable segments’ Segment Adjusted EBITDA to our loss before income
 
tax expense.
Group
 
Adjusted
 
EBITDA
 
represents
 
Segment
 
Adjusted
 
EBITDA
 
after
 
deducting
 
group
 
costs.
 
Refer
 
also
 
“Results
 
of
Operations—Use of Non-GAAP Measures” below.
Fiscal 2024
 
and 2023 includes Connect for the entire quarter.
We analyze our business and operations in terms of two
 
inter-related but independent operating segments: (1) Merchant Division
and (2)
 
Consumer Division.
 
In addition,
 
corporate activities
 
that are
 
impracticable to
 
allocate directly
 
to the
 
operating segments,
 
as
well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included
 
in Eliminations.
 
First quarter of fiscal 2024 compared to first quarter
 
of fiscal 2023
The following factors had a significant impact on
 
our results of operations during the first
 
quarter of fiscal 2024 as compared with
the same period in the prior year:
●
Higher revenue:
Our revenues increased 19% in
 
ZAR, primarily due to an increase in
 
low margin prepaid airtime sales and
other value added services, as well as
 
higher transaction, insurance and lending revenues, which was partially offset by lower
hardware sales revenue in our POS hardware distribution business given the
 
lumpy nature of bulk sales;
●
Operating income generated:
Operating income was
 
achieved following years
 
of operating losses as
 
a result of the
 
various
cost reduction initiatives in Consumer implemented in prior periods
 
as well as the contribution from Connect;
 
●
Higher net
 
interest charge:
 
The net
 
interest charge
 
increased to
 
$4.5 million
 
(ZAR 83.1
 
million) from
 
$3.6 million
 
(ZAR
62.1 million) primarily due to higher interest rates; and
●
Foreign
 
exchange
 
movements:
 
The
 
U.S.
 
dollar
 
was 9%
 
stronger
 
against the
 
ZAR during
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
compared to the prior period, which adversely impacted our U.S. dollar
 
reported results.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
42
Consolidated overall results of operations
This discussion is based on the amounts prepared in accordance with U.S. GAAP.
The following tables show the changes in the items comprising our statements of operations,
 
both in U.S. dollars and in ZAR:
Table 3
In United States Dollars
Three months ended September 30,
2023
2022
%
$ ’000
$ ’000
change
Revenue
 
136,089
124,786
9%
Cost of goods sold, IT processing, servicing and support
 
107,490
100,528
7%
Selling, general and administration
 
22,515
22,931
(2%)
Depreciation and amortization
 
5,856
5,998
(2%)
Operating income (loss)
228
(4,671)
nm
Reversal of allowance of EMI doubtful debt receivable
250
-
nm
Net gain on disposal of equity-accounted investments
-
248
nm
Interest income
 
449
411
9%
Interest expense
 
4,909
4,036
22%
Loss before income tax expense
 
(3,982)
(8,048)
(51%)
Income tax expense
264
31
752%
Net loss before loss from equity-accounted investments
 
(4,246)
(8,079)
(47%)
Loss from equity-accounted investments
 
1,405
2,617
(46%)
Net loss attributable to us
 
(5,651)
(10,696)
(47%)
Table 4
In South African Rand
Three months ended September 30,
2023
2022
%
ZAR ’000
ZAR ’000
change
Revenue
 
2,537,659
2,137,671
19%
Cost of goods sold, IT processing, servicing and support
 
2,004,465
1,722,115
16%
Selling, general and administration
 
419,861
392,824
7%
Depreciation and amortization
 
109,166
102,749
6%
Operating income (loss)
4,167
(80,017)
nm
Reversal of allowance of EMI doubtful debt receivable
4,741
-
nm
Net gain on disposal of equity-accounted investments
-
4,248
nm
Interest income
 
8,368
7,041
19%
Interest expense
 
91,429
69,140
32%
Loss before income tax expense
 
(74,153)
(137,868)
(46%)
Income tax expense
4,825
532
807%
Net loss before loss from equity-accounted investments
 
(78,978)
(138,400)
(43%)
Loss from equity-accounted investments
 
26,657
44,831
(41%)
Net loss attributable to us
 
(105,635)
(183,231)
(42%)
Revenue increased
 
by $11.3
 
million (ZAR
 
0.4 billion),
 
or 9.1%
 
(in ZAR,
 
18.7%), primarily
 
due to
 
the increase
 
in low
 
margin
prepaid airtime sales
 
and other value-added
 
services, as well
 
as higher transaction, insurance
 
and lending revenues, which
 
was partially
offset by lower hardware sales revenue in our POS hardware distribution
 
business given the lumpy nature of bulk sales.
 
Cost of goods sold, IT processing, servicing and support increased by $7.0 million
 
(ZAR 0.3 billion), or 6.9% (in ZAR, 16.4%),
primarily due to the increase in low margin prepaid airtime sales, which were partially offset by
 
the benefits of various cost reduction
initiatives in Consumer and lower insurance-related claims.
Selling, general and administration expenses decreased by $0.4 million, or 1.8%,
 
and in ZAR increased by ZAR 27.0 million, or
6.9%.
 
In ZAR, the increase was primarily due
 
to higher employee-related expenses related to the expansion
 
of our senior management
team,
 
the
 
year-over-year
 
impact
 
of
 
inflationary
 
increases
 
on
 
employee-related
 
expenses
 
and
 
the
 
inclusion
 
of
 
expenses
 
related
 
to
Connect’s operations, which were
 
partially offset by the benefits of various cost reduction initiatives in
 
Consumer.
Depreciation and amortization expense
 
decreased by $0.1 million, or 2.4%
 
,
 
and in ZAR increased by
 
ZAR 6.4 million or 6.2%.
In the ZAR, the increase was due to an increase in depreciation expense related
 
to additional POS devices deployed.
Our operating income (loss) margin for the first quarter of fiscal 2024 and 2023 was
 
0.2% and (3.7%), respectively. We
 
discuss
the components of operating loss margin under “—Results of operations
 
by operating segment.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
43
We did not record any changes in the fair value of equity interests in MobiKwik and Cell C
 
during the first quarter of fiscal 2024
or 2023, respectively. We
 
continue to carry our investment in Cell
 
C at $0 (zero). Refer to Note
 
4 for the methodology and inputs used
in the fair value calculation for Cell C.
We recorded
 
a gain of $0.3 million related to
 
the disposal of our entire interest
 
in Carbon during the first
 
quarter of fiscal 2023.
Refer to Note 5 to our unaudited condensed consolidated financial statements for
 
additional information regarding this disposal.
Interest on surplus cash increased
 
to $0.4 million (ZAR 8.4
 
million) from $0.4 million (ZAR
 
7.0 million), primarily due to
 
higher
interest rates.
Interest
 
expense increased
 
to $4.9
 
million (ZAR
 
91.4 million)
 
from $4.0
 
million (ZAR
 
69.1 million),
 
primarily
 
as a
 
result of
higher overall interest rates and higher overall borrowings
 
during the first quarter of fiscal 2024 compared with comparable
 
period in
the prior quarter, which was partially offset
 
by lower interest expense incurred on certain of our borrowing for which we were able to
negotiate lower rates of interest during the latter half of fiscal 2023.
Fiscal 2024 tax expense was $(0.3) million (ZAR (4.8) million) compared to $0.0
 
million (ZAR 0.5 million) in fiscal 2023. Our
effective tax rate for fiscal 2024 was impacted
 
by the tax expense recorded by our profitable South
 
African operations, a deferred tax
benefit related
 
to acquisition-related
 
intangible asset
 
amortization, non-deductible
 
expenses, the
 
on-going losses
 
incurred by
 
certain
of our South African businesses
 
and the associated valuation allowances
 
created related to the deferred
 
tax assets recognized regarding
net operating losses incurred by these entities.
Our effective
 
tax rate
 
for fiscal
 
2023 was
 
impacted by
 
the tax
 
expense recorded
 
by our
 
profitable South
 
African operations,
 
a
deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred
by certain of our
 
South African businesses and
 
the associated valuation allowances
 
created related to the
 
deferred tax assets recognized
regarding net operating losses incurred by these entities.
Finbond is
 
listed on
 
the Johannesburg
 
Stock Exchange
 
and reports
 
its six-month
 
results during
 
our first
 
quarter and
 
its annual
results during our fourth quarter.
 
The table below presents the relative (loss) earnings from our equity-accounted
 
investments:
Table 5
Three months ended September 30,
2023
2022
$ %
$ ’000
$ ’000
change
Finbond
(1,445)
(2,631)
(45%)
Share of net loss
(278)
(1,521)
(82%)
Impairment
(1,167)
(1,110)
5%
Other
40
14
186%
Total
 
loss from equity-accounted investments
(1,405)
(2,617)
(46%)
Results of operations by operating segment
The composition of revenue and the contributions of our business activities to operating
 
loss are illustrated below:
 
Table 6
In United States Dollars
Three months ended September 30,
2023
% of
2022
% of
% change
Operating Segment
$ ’000
total
$ ’000
total
Consolidated revenue:
Merchant
121,361
89%
109,782
88%
11%
Consumer
15,580
11%
15,004
12%
4%
Subtotal: Operating segments
 
136,941
100%
124,786
100%
10%
Eliminations
 
(852)
-
-
-
nm
Total
 
consolidated revenue
 
136,089
100%
124,786
100%
9%
Segment Adjusted EBITDA:
Merchant
(1)
8,061
92%
7,893
188%
2%
Consumer
(1)
2,480
28%
(1,394)
(33%)
nm
Group costs
(1,822)
(21%)
(2,300)
(55%)
(21%)
Group Adjusted EBITDA (non-GAAP)
(2)
8,719
100%
4,199
100%
108%
(1) Segment Adjusted EBITDA for Merchant includes retrenchments costs of $0.2 million and Consumer includes retrenchment
costs of $0.1 million for the three months ended September 30, 2023.
(2) Group Adjusted EBITDA
 
is a non-GAAP measure, refer
 
to reconciliation below at
 
“—Results of Operations—Use of
 
Non-
GAAP Measures”.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44
Table 7
In South African Rand
Three months ended September 30,
2023
% of
2022
% of
% change
Operating Segment
ZAR ’000
total
ZAR ’000
total
Consolidated revenue:
Merchant
2,263,001
89%
1,880,642
88%
20%
Consumer
290,629
11%
257,029
12%
13%
Subtotal: Operating segments
 
2,553,630
100%
2,137,671
100%
19%
Eliminations
 
(15,971)
-
-
-
nm
Total
 
consolidated revenue
 
2,537,659
100%
2,137,671
100%
19%
Segment Adjusted EBITDA:
Merchant
(1)
150,181
92%
135,212
188%
11%
Consumer
(1)
46,302
28%
(23,880)
(33%)
nm
Group costs
(33,980)
(21%)
(39,400)
(55%)
(14%)
Group Adjusted EBITDA (non-GAAP)
(2)
162,503
100%
71,932
100%
126%
(1)
 
Segment
 
Adjusted
 
EBITDA
 
for
 
Merchant
 
includes
 
retrenchments
 
costs
 
of
 
ZAR
 
4.6
 
million
 
and
 
Consumer
 
includes
retrenchment costs of ZAR 1.5 million for the three months ended September 30,
 
2023.
(2) Group Adjusted EBITDA
 
is a non-GAAP measure, refer
 
to reconciliation below at
 
“—Results of Operations—Use of
 
Non-
GAAP Measures”.
Merchant
Segment revenue
 
increased due
 
to the increase
 
in low margin
 
prepaid airtime
 
sales and other
 
value-added services,
 
which was
partially offset by lower
 
hardware sales revenue given
 
the lumpy nature of bulk sales.
 
The increase in Segment Adjusted
 
EBITDA is
primarily due to the higher sales activity, which was partially offset by lower hardware sales. Connect records a significant proportion
of its airtime sales in revenue and cost of sales, while only earning a relatively small
 
margin. This significantly depresses the Segment
Adjusted EBITDA margins shown by the business.
 
Our Segment
 
Adjusted EBITDA margin
 
(calculated as Segment
 
Adjusted EBITDA
 
divided by revenue)
 
for the first
 
quarter of
fiscal 2024 and 2023 was
 
6.6% and
 
7.2%, respectively.
Consumer
Segment revenue increased
 
primarily due to
 
more transaction fees
 
generated from the
 
higher EPE account
 
holders base, higher
insurance revenues, and an increase
 
in lending revenue as
 
a result of an
 
increase in loan originations.
 
This increase in revenue,
 
together
with the cost reduction
 
initiatives initiated in fiscal
 
2022 and through
 
fiscal 2023, have
 
translated into a turnaround
 
in the Consumer
Division and the realization of sustained positive Segment Adjusted EBITDA
 
for four consecutive quarters.
Our Segment Adjusted EBITDA (loss) margin for the first quarter of fiscal 2024 and 2023
 
was
 
15.9% and
 
(9.3%),
 
respectively.
Group costs
Our group
 
costs primarily
 
include employee
 
related costs
 
in relation
 
to employees
 
specifically hired
 
for group
 
roles and
 
costs
related
 
directly
 
to
 
managing
 
the
 
US-listed
 
entity;
 
expenditures
 
related
 
to
 
compliance
 
with
 
the
 
Sarbanes-Oxley
 
Act
 
of
 
2002;
 
non-
employee directors’ fees; legal fees; group and US-listed related audit
 
fees; and directors’ and officers’ insurance premiums.
Our group costs for
 
fiscal 2024 decreased compared
 
with the prior period
 
due to lower external
 
audit, legal and consulting
 
fees
and lower provision for executive bonuses, which was partially offset
 
by higher employee costs.
Use of Non-GAAP Measures
U.S. securities laws
 
require that when
 
we publish any
 
non-GAAP measures, we
 
disclose the reason
 
for using these
 
non-GAAP
measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA operational transactions (including loss on disposal of equity-accounted investments, gain related to fair value adjustments to currency
is
 
a
 
non-GAAP
 
measure.
 
We
 
provide
 
this
 
non-GAAP
 
measure
 
to
 
enhance
 
our
 
evaluation
 
and
 
understanding
 
of
 
our
 
financial
performance.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45
Non-GAAP Measures
Group
 
Adjusted
 
EBITDA
 
is
 
earnings
 
before
 
interest,
 
tax,
 
depreciation
 
and
 
amortization
 
(“EBITDA”),
 
adjusted
 
for
 
non-
options), (earnings) loss from
 
equity-accounted investments, stock-based compensation charges, lease
 
adjustments and once-off items.
Lease
 
adjustments
 
reflect
 
lease
 
charges
 
and
 
once-off
 
items
 
represents
 
non-recurring
 
expense
 
items,
 
including
 
costs
 
related
 
to
acquisitions and transactions consummated or ultimately not pursued.
 
The table below presents the reconciliation between GAAP net loss attributable
 
to Lesaka to Group Adjusted EBITDA:
Table 8
Three months ended
September 30,
2023
2022
$ ’000
$ ’000
Loss attributable to Lesaka - GAAP
(5,651)
(10,696)
(Earnings) loss from equity accounted investments
1,405
2,617
Net loss before (earnings) loss from equity-accounted investments
(4,246)
(8,079)
Income tax (benefit) expense
264
31
Loss before income tax expense
(3,982)
(8,048)
Interest expense
4,909
4,036
Interest income
(449)
(411)
Reversal of allowance for doubtful EMI loan receivable
(250)
-
Net gain on disposal of equity-accounted investment
-
(248)
Operating income (loss)
228
(4,671)
PPA amortization
 
(amortization of acquired intangible assets)
 
3,608
3,928
Depreciation and amortization
2,248
2,070
Stock-based compensation charges
1,759
1,462
Lease adjustments
696
812
Once-off items
(1)
78
598
Unrealized Loss FV for currency adjustments
102
-
Group Adjusted EBITDA - Non-GAAP
8,719
4,199
(1) The table below presents the components of once-off
 
items for the periods presented:
Table 9
Three months ended
September 30,
2023
2022
$ ’000
$ ’000
Transaction costs
78
203
Expenses incurred related to closure of legacy businesses
-
395
Total once-off
 
items
78
598
Once-off items are non-recurring in nature, however, certain
 
items may be reported in
 
multiple quarters. For instance, transaction
costs include costs incurred related to acquisitions and
 
transactions consummated or ultimately not pursued. The transactions can span
multiple
 
quarters,
 
for
 
instance in
 
fiscal
 
2022 we
 
incurred
 
significant
 
transaction
 
costs related
 
to
 
the acquisition
 
of Connect
 
over
 
a
number of quarters, and the transactions are generally non-recurring.
Expenses
 
incurred
 
related
 
to close
 
of
 
legacy
 
businesses
 
represents
 
costs
 
incurred
 
related
 
to
 
subsidiaries
 
which
 
we
 
are
 
in
 
the
process of deregistering/ liquidation and therefore we consider these costs non
 
-operational and ad hoc in nature.
Liquidity and Capital Resources
As of September 30, 2023, our
 
cash and cash equivalents were $35.1
 
million and comprised of U.S. dollar-denominated balances
of $2.2 million,
 
ZAR-denominated balances of
 
ZAR 586.7 million
 
($31.0 million), and
 
other currency deposits,
 
primarily Botswana
pula, of $1.9
 
million, all amounts
 
translated at exchange
 
rates applicable as
 
of September 30,
 
2023. The increase
 
in our unrestricted
cash balances from
 
June 30, 2023,
 
was primarily due
 
to a positive contribution
 
from our Merchant
 
and Consumer operations,
 
which
was partially offset
 
by the utilization
 
of cash reserves
 
to fund certain
 
scheduled repayments of
 
our borrowings,
 
purchase ATMs
 
and
safe assets, and to make an investment in working capital.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46
We generally
 
invest any surplus cash held by our
 
South African operations in overnight
 
call accounts that we maintain at
 
South
African banking institutions,
 
and any surplus
 
cash held by
 
our non-South African
 
companies in
 
U.S. dollar-denominated money market
accounts.
Historically,
 
we have financed
 
most of our
 
operations, research and
 
development, working capital,
 
and capital expenditures,
 
as
well
 
as
 
acquisitions
 
and
 
strategic
 
investments,
 
through
 
internally
 
generated
 
cash
 
and
 
our
 
financing
 
facilities.
 
When
 
considering
whether to borrow under our financing
 
facilities, we consider the cost
 
of capital, cost of financing, opportunity cost
 
of utilizing surplus
cash and
 
availability of
 
tax efficient
 
structures to
 
moderate financing
 
costs. For
 
instance, in
 
fiscal 2022,
 
we obtained
 
loan facilities
from RMB
 
to fund
 
a portion
 
of our
 
acquisition of
 
Connect. Following
 
the acquisition
 
of Connect,
 
we now
 
utilize a
 
combination of
short
 
and
 
long-term
 
facilities to
 
fund our
 
operating
 
activities and
 
a long-term
 
asset-backed
 
facility to
 
fund
 
the acquisition
 
of POS
devices and
 
safe assets.
 
Refer to
 
Note 12
 
to our
 
consolidated financial
 
statements for
 
the year
 
ended June
 
30, 2023,
 
for additional
information related to our borrowings.
Available short-term
 
borrowings
Summarized below are our short-term facilities available and utilized as of
 
September 30, 2023:
Table 10
RMB Facility E
RMB Indirect
RMB Connect
Nedbank
$ ’000
ZAR ’000
$ ’000
ZAR ’000
$ ’000
ZAR ’000
$ ’000
ZAR ’000
Total
 
short-term facilities
available, comprising:
Overdraft
 
-
-
-
-
10,833
205,008
-
-
Overdraft restricted as to
use
(1)
73,982
1,400,014
-
-
-
-
-
-
Total overdraft
73,982
1,400,014
-
-
10,833
205,008
-
-
Indirect and derivative
facilities
(2)
-
-
7,134
134,992
-
-
8,273
156,552
Total
 
short-term
facilities available
73,982
1,400,014
7,134
134,992
10,833
205,008
8,273
156,552
Utilized short-term
facilities:
Overdraft
 
-
-
-
-
8,983
169,981
-
-
Overdraft restricted as to
use
(1)
19,754
373,811
-
-
-
-
-
-
Indirect and derivative
facilities
(2)
-
-
1,749
33,100
-
-
112
2,119
Total
 
short-term
facilities available
19,754
373,811
1,749
33,100
8,983
169,981
112
2,119
Interest
 
rate,
 
based
 
on
South African prime rate
11.75%
11.65%
(1) Overdraft may only be used to fund ATMs
 
and upon utilization is considered restricted cash.
(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward
 
exchange contracts to support
guarantees issued by RMB and Nedbank to various third parties on our behalf.
Long-term borrowings
We
 
have
 
aggregate
 
long-term
 
borrowing
 
outstanding
 
of
 
ZAR
 
2.5
 
billion
 
($134.2
 
million
 
translated
 
at
 
exchange
 
rates
 
as
 
of
September 30, 2023)
 
as described in Note
 
8. These borrowings
 
include outstanding long-term
 
borrowings obtained by Lesaka
 
SA of
ZAR 1.0 billion,
 
including accrued
 
interest, which
 
was used to
 
partially fund
 
the acquisition of
 
Connect. The Lesaka
 
SA borrowing
arrangements
 
were amended
 
in March
 
2023 to
 
include
 
a ZAR
 
200
 
million
 
revolving
 
credit facility.
 
We
 
used this
 
revolving
 
credit
facility during
 
the three
 
months ended
 
September 30,
 
2023, and
 
ZAR 10.0
 
million was
 
drawn
 
as of
 
September 30,
 
2023, with
 
the
remaining balance available for utilization in the future. In contemplation of the Connect transaction, Connect obtained
 
total facilities
of approximately
 
ZAR 1.3 billion,
 
which were
 
utilized to repay
 
its existing borrowings,
 
to fund a
 
portion of
 
its capital expenditures
and to settle
 
obligations under the
 
transaction documents,
 
and which has
 
subsequently been
 
upsized for its
 
operational requirements
and has an outstanding balance as of September 30,
 
2023, of ZAR 1.2 billion, We
 
also have a revolving credit facility,
 
of ZAR 300.0
million which is utilized to fund a portion of our merchant finance loans receivable
 
book.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47
Restricted cash
We
 
have credit
 
facilities with RMB
 
in order
 
to access cash
 
to fund
 
our ATMs
 
in South Africa.
 
Our cash, cash
 
equivalents and
restricted
 
cash
 
presented
 
in
 
our
 
consolidated
 
statement
 
of
 
cash
 
flows
 
as
 
of
 
September
 
30,
 
2023,
 
includes
 
restricted
 
cash
 
of
approximately
 
$19.8
 
million
 
related to
 
cash withdrawn
 
from our
 
debt facility
 
to fund
 
ATMs.
 
This cash
 
may
 
only
 
be used
 
to fund
ATMs
 
and is considered restricted as to use and therefore is classified as restricted cash on
 
our consolidated balance sheet.
We have
 
also entered into cession and pledge
 
agreements with Nedbank related to
 
our Nedbank indirect credit facilities
 
and we
have ceded and pledged
 
certain bank accounts to
 
Nedbank. The funds included
 
in these bank accounts
 
are restricted as they
 
may not
be withdrawn without the express
 
permission of Nedbank. Our cash,
 
cash equivalents and restricted
 
cash presented in our consolidated
statement of
 
cash flows
 
as of
 
September 30,
 
2023, includes
 
restricted
 
cash of
 
approximately
 
$0.1 million
 
that has
 
been ceded
 
and
pledged.
Cash flows from operating activities
First quarter
Net cash provided
 
by operating activities
 
during the first
 
quarter of fiscal
 
2024 was $3.4
 
million (ZAR 63.1
 
million) compared
to net cash used
 
in operating activities of
 
$7.7 million (ZAR 131.2
 
million) during the first
 
quarter of fiscal 2023.
 
Excluding the impact
of
 
income
 
taxes,
 
our
 
cash
 
provided
 
by
 
operating
 
activities
 
during
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
 
was
 
positively
 
impacted
 
by
 
the
contribution
 
from
 
Merchant
 
and
 
Consumer,
 
which
 
was
 
partially
 
offset
 
by
 
growth
 
in
 
our
 
consumer
 
and
 
merchant
 
finance
 
loans
receivable
 
books
 
and
 
temporary
 
working
 
capital
 
movements
 
within
 
our
 
merchant
 
business
 
as
 
a
 
result
 
of
 
quarter-end
 
transaction
processing activities closing on a Saturday and settled in the following week.
During the first quarter of fiscal
 
2024, we paid first provisional South
 
African tax payments of $0.6 million
 
(ZAR 10.9 million)
related
 
to our
 
2023
 
tax year.
 
During
 
the first
 
quarter of
 
fiscal
 
2023,
 
we
 
paid
 
first provisional
 
South
 
African
 
tax payments
 
of
 
$0.5
million (ZAR 8.2 million) related to our 2023 tax year, and additional
 
second provisional South African tax payments of $0.2 million
(ZAR 3.4 million) related to our 2022 tax year.
Taxes paid during
 
the first quarter of fiscal 2024 and 2023 were as follows:
Table 11
Three months ended September 30,
2023
2022
2023
2022
$
$
ZAR
ZAR
‘000
‘000
‘000
‘000
First provisional payments
 
-
492
-
8,216
Second provisional payments
 
-
191
-
3,371
Taxation paid related
 
to prior years
 
572
-
10,859
-
Tax refund received
(31)
(57)
(640)
(970)
Total South African
 
taxes paid
 
541
626
10,219
10,617
Foreign taxes paid
63
51
1,196
886
Total
 
tax paid
 
604
677
11,415
11,503
Cash flows from investing activities
First quarter
Cash used
 
in
 
investing
 
activities
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2024
 
included
 
capital
 
expenditures
 
of
 
$2.8
 
million
 
(ZAR 52.6
million), primarily due to the acquisition of safe assets and POS devices.
Cash
 
used
 
in
 
investing
 
activities
 
for
 
the
 
first
 
quarter
 
of
 
fiscal
 
2023
 
included
 
capital
 
expenditures
 
of
 
$4.5
 
million
 
(ZAR 77.1
million), primarily due to the acquisition of safe assets, POS devices and computer equipment.
 
During the first quarter of fiscal 2023,
we received proceeds $0.25 million related
 
to the first tranche (of two) from
 
the disposal of our entire interest
 
in Carbon. The second
tranche, of $0.25 million, was received in October 2023.
 
48
Cash flows from financing activities
First quarter
During the
 
first quarter
 
of fiscal
 
2024,
 
we utilized
 
approximately $59.6
 
million from
 
our South
 
African overdraft
 
facilities to
fund
 
our
 
ATMs
 
and
 
our
 
cash
 
management
 
business
 
through
 
Connect,
 
and
 
repaid
 
$62.8
 
million
 
of
 
those
 
facilities.
 
We
 
utilized
approximately $2.5 million of our long-term borrowings to fund
 
the acquisition of certain capital expenditures and for working
 
capital
requirements.
 
We
 
repaid approximately
 
$2.6 million of
 
long-term borrowings in
 
accordance with our
 
repayment schedule as
 
well as
to settle a portion of our revolving credit facility utilized.
 
During the
 
first quarter
 
of fiscal 2023,
 
we utilized approximately
 
$146.1 million
 
from our South
 
African overdraft
 
facilities to
fund
 
our
 
ATMs
 
and
 
our
 
cash
 
management
 
business
 
through
 
Connect,
 
and
 
repaid
 
$136.9
 
million
 
of
 
those
 
facilities.
 
We
 
utilized
approximately
 
$1.1
 
million
 
of
 
our
 
long-term
 
borrowings
 
to
 
fund
 
our
 
merchant
 
finance
 
loans
 
receivable
 
business
 
and
 
to
 
fund
 
the
acquisition
 
of certain
 
capital expenditures.
 
We
 
repaid approximately
 
$1.6 million
 
of long-term
 
borrowings
 
in accordance
 
with our
repayment schedule. We paid $0.2 million to repurchase shares from an employee in order for the employee to settle taxes due related
to the vesting of shares of restricted stock.
Off-Balance Sheet Arrangements
We have no off
 
-balance sheet arrangements.
 
Capital Expenditures
We
 
expect capital
 
spending for the
 
second quarter of
 
fiscal 2024
 
to primarily include
 
spending for acquisition
 
of POS devices,
safe assets,
 
computer software,
 
computer and
 
office equipment,
 
as well as
 
for our ATM
 
infrastructure and
 
branch network
 
in South
Africa. Our capital expenditures
 
for the first
 
quarter of fiscal 2024
 
and 2023 are
 
discussed under “—Liquidity and
 
Capital Resources—
Cash flows
 
from investing
 
activities.” All
 
of our
 
capital expenditures
 
for the
 
past three
 
fiscal years
 
were funded
 
through internally
generated
 
funds,
 
or,
 
following
 
the
 
Connect
 
acquisition,
 
our
 
asset-backed
 
borrowing
 
arrangement.
 
We
 
had
 
outstanding
 
capital
commitments as of September 30, 2023, of $0.7 million. We expect to fund these expenditures through internally generated funds and Item 3.
available facilities.
 
 
 
 
49
Quantitative and Qualitative Disclosures About Market Risk
In addition to the tables below, see
 
Note 4 to the unaudited condensed consolidated financial statements for
 
a discussion of
market risk.
We
 
have
 
short and
 
long-term borrowings
 
in South
 
Africa which
 
attract interest
 
at rates
 
that fluctuate
 
based on
 
changes in
 
the
South African prime
 
and 3-month JIBAR
 
interest rates. The
 
following table illustrates
 
the effect on
 
our annual expected
 
interest charge,
translated at exchange rates
 
applicable as of September
 
30, 2023, as a
 
result of changes in
 
the South African
 
prime and 3-month JIBAR
interest rates, using
 
our outstanding
 
short and long-term
 
borrowings as of
 
September 30, 2023.
 
The effect
 
of a hypothetical
 
1% (i.e.
100 basis points)
 
increase and a 1%
 
decrease in the
 
interest rates applicable
 
to the borrowings
 
as of September
 
30, 2023, are shown.
The selected 1% hypothetical change does not reflect what could be considered
 
the best- or worst-case scenarios.
Table 12
As of September 30, 2023
Annual expected
interest charge
 
($ ’000)
Hypothetical
change in
interest rates
Estimated annual
expected interest
charge after
hypothetical change
in interest rates
 
($ ’000)
Interest on South African borrowings
20,667
1%
22,304
(1%)
19,033
50
Item 4. Controls and Procedures
Under the supervision and
 
with the participation of our
 
management, including our
 
group chief executive officer
 
and our group
chief financial officer, we conducted an evaluation
 
of our disclosure controls and procedures, as such term is defined under Rule 13a-
15(e) promulgated
 
under the Securities
 
Exchange Act
 
of 1934, as
 
amended, as of
 
September 30, 2023.
 
Management recognizes
 
that
any
 
controls and
 
procedures, no
 
matter how
 
well designed
 
and operated,
 
can provide
 
only reasonable
 
assurance of
 
achieving
 
their
objectives
 
and
 
management
 
necessarily
 
applies
 
its
 
judgment
 
in
 
evaluating
 
the
 
cost-benefit
 
relationship
 
of
 
possible
 
controls
 
and
procedures.
 
Based
 
on
 
this
 
evaluation,
 
the
 
group
 
chief
 
executive
 
officer
 
and
 
the
 
group
 
chief
 
financial
 
officer
 
concluded
 
that
 
our
disclosure controls and procedures were effective as of
 
September 30, 2023.
Changes in Internal Control over Financial Reporting
There have not
 
been any changes
 
in our internal
 
control over financial
 
reporting during
 
the fiscal quarter
 
ended September
 
30,
2023,
 
that have materially affected, or are reasonably likely to materially affect,
 
our internal control over financial reporting.
51
Part II. Other Information
Item 1A. Risk Factors
See “Item
 
1A RISK
 
FACTORS”
 
in Part
 
I of
 
our Annual
 
Report on
 
Form 10-K
 
for the
 
fiscal year
 
ended June
 
30, 2023,
 
for a
discussion
 
of
 
risk
 
factors
 
relating
 
to
 
(i)
 
our
 
business,
 
(ii)
 
operating
 
in
 
South
 
Africa
 
and
 
other
 
foreign
 
markets,
 
(iii) government
regulation, and (iv) our common stock. There have been no material changes from the risk factors previously disclosed in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following exhibits are filed as part of this Form 10-Q:
None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52
Item 6. Exhibits
Incorporated by Reference Herein
Exhibit
No.
Description of Exhibit
Included
Herewith
Form
Exhibit
Filing Date
X
X
X
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy
 
Extension Schema
X
101.CAL
XBRL Taxonomy
 
Extension Calculation Linkbase
X
101.DEF
XBRL Taxonomy
 
Extension Definition Linkbase
X
101.LAB
XBRL Taxonomy
 
Extension Label Linkbase
X
101.PRE
XBRL Taxonomy
 
Extension Presentation Linkbase
X
104
Cover
 
page
 
formatted
 
as
 
Inline
 
XBRL
 
and
 
contained
 
in
Exhibit 101
 
 
53
SIGNATURES
Pursuant to
 
the requirements
 
of the
 
Securities Exchange
 
Act of
 
1934, the
 
registrant has
 
caused this
 
report to
 
be signed
 
on its
behalf by the undersigned, thereunto duly authorized, on November 7,
 
2023.
LESAKA TECHNOLOGIES, INC.
 
By: /s/ Chris G.B. Meyer
 
Chris G.B. Meyer
Group Chief Executive Officer
 
By: /s/ Naeem E. Kola
Naeem E. Kola
 
Group Chief Financial Officer, Treasurer and Secretary I, Chris G.B. Meyer, certify that:
EX-31.1 2 ex311.htm EXHIBIT 31.1 ex311
 
1
Exhibit 31.1
CERTIFICATION
 
OF PRINCIPAL
 
EXECUTIVE OFFICER
 
PURSUANT TO RULES 13A-14(A) AND 15D-14(A)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
1.
 
I have
 
reviewed this
 
quarterly report
 
on Form
 
10-Q of
 
Lesaka Technologies,
 
Inc. (“Lesaka”)
 
for the
 
quarter ended
 
September
30, 2023;
 
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
necessary to
 
make the
 
statements made,
 
in light
 
of the
 
circumstances under
 
which such
 
statements were
 
made, not
 
misleading with
respect to the period covered by this report;
 
3.
 
Based on
 
my knowledge,
 
the financial
 
statements, and
 
other
 
financial
 
information
 
included
 
in this
 
report,
 
fairly
 
present in
 
all
material respects
 
the financial
 
condition, results
 
of operations
 
and cash
 
flows of
 
Lesaka as
 
of, and
 
for, the
 
periods presented
 
in this
report;
 
4.
 
I am
 
responsible
 
for
 
establishing and
 
maintaining
 
disclosure controls
 
and
 
procedures (as
 
defined
 
in Exchange
 
Act Rules
 
13a-
15(e)
 
and 15d-15(e))
 
and
 
internal control
 
over financial
 
reporting (as
 
defined
 
in Exchange
 
Act Rules
 
13a-15(f)
 
and 15d-15(f))
 
for
Lesaka and have:
 
 
(a) Designed
 
such disclosure
 
controls and
 
procedures, or
 
caused such
 
disclosure controls
 
and procedures
 
to be
 
designed
under our supervision,
 
to ensure that material
 
information relating to
 
Lesaka, including
 
its consolidated subsidiaries,
 
is made known
to us by others within those entities, particularly during the period in which
 
this report is being prepared;
 
 
(b) Designed
 
such internal
 
control over
 
financial reporting,
 
or caused
 
such internal
 
control over financial
 
reporting to
 
be
designed under our supervision, to provide reasonable assurance regarding
 
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
 
accounting principles;
 
(c)
 
Evaluated
 
the
 
effectiveness
 
of
 
Lesaka’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions about the effectiveness of the disclosure
 
controls and procedures, as of the end of the period covered by
 
this report based
on such evaluation; and
 
 
(d) Disclosed in this report
 
any change in Lesaka’s
 
internal control over financial reporting
 
that occurred during Lesaka’s
most
 
recent
 
fiscal
 
quarter
 
that
 
has
 
materially
 
affected,
 
or
 
is
 
reasonably
 
likely
 
to
 
materially
 
affect,
 
Lesaka’s
 
internal
 
control
 
over
financial reporting; and
 
5.
 
I have
 
disclosed, based
 
on our
 
most recent
 
evaluation of
 
internal control
 
over financial
 
reporting, to
 
Lesaka’s
 
auditors and
 
the
Audit Committee of Lesaka’s Board
 
of Directors (or persons performing the equivalent functions):
 
 
(a)
 
All
 
significant
 
deficiencies
 
and
 
material
 
weaknesses
 
in
 
the
 
design
 
or
 
operation
 
of
 
internal
 
control
 
over
 
financial
reporting
 
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
Lesaka’s
 
ability
 
to
 
record,
 
process,
 
summarize
 
and
 
report
 
financial
information; and
 
 
(b)
 
Any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant
 
role
 
in
Lesaka’s internal control over financial
 
reporting.
 
Date: November 7, 2023
 
 
/s/ Chris G.B. Meyer
 
 
 
Chris G.B. Meyer
 
 
 
Group Chief Executive Officer
 
EX-31.2 3 ex312.htm EXHIBIT 31.2 ex312
 
1
Exhibit 31.2
CERTIFICATION
 
OF PRINCIPAL
 
FINANCIAL OFFICER
 
PURSUANT TO RULES 13A-14(A) AND 15D-14(A)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
I, Naeem E. Kola, certify that:
 
1.
 
I have
 
reviewed this
 
quarterly report
 
on Form
 
10-Q of
 
Lesaka Technologies,
 
Inc. (“Lesaka”)
 
for the
 
quarter ended
 
September
30, 2023;
 
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
necessary to
 
make the
 
statements made,
 
in light
 
of the
 
circumstances under
 
which such
 
statements were
 
made, not
 
misleading with
respect to the period covered by this report;
 
3.
 
Based on
 
my knowledge,
 
the financial
 
statements, and
 
other
 
financial
 
information
 
included
 
in this
 
report,
 
fairly
 
present in
 
all
material respects
 
the financial
 
condition, results
 
of operations
 
and cash
 
flows of
 
Lesaka as
 
of, and
 
for, the
 
periods presented
 
in this
report;
 
4.
 
I am
 
responsible
 
for
 
establishing and
 
maintaining
 
disclosure controls
 
and
 
procedures (as
 
defined
 
in Exchange
 
Act Rules
 
13a-
15(e)
 
and 15d-15(e))
 
and
 
internal control
 
over financial
 
reporting (as
 
defined
 
in Exchange
 
Act Rules
 
13a-15(f)
 
and 15d-15(f))
 
for
Lesaka and have:
 
 
(a) Designed
 
such disclosure
 
controls and
 
procedures, or
 
caused such
 
disclosure controls
 
and procedures
 
to be
 
designed
under our supervision,
 
to ensure that material
 
information relating to
 
Lesaka, including
 
its consolidated subsidiaries,
 
is made known
to us by others within those entities, particularly during the period in which
 
this report is being prepared;
 
 
(b) Designed
 
such internal
 
control over
 
financial reporting,
 
or caused
 
such internal
 
control over financial
 
reporting to
 
be
designed under our supervision, to provide reasonable assurance regarding
 
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
 
accounting principles;
 
(c)
 
Evaluated
 
the
 
effectiveness
 
of
 
Lesaka’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions about the effectiveness of the disclosure
 
controls and procedures, as of the end of the period covered by
 
this report based
on such evaluation; and
 
 
(d) Disclosed in this report
 
any change in Lesaka’s
 
internal control over financial reporting
 
that occurred during Lesaka’s
most
 
recent
 
fiscal
 
quarter
 
that
 
has
 
materially
 
affected,
 
or
 
is
 
reasonably
 
likely
 
to
 
materially
 
affect,
 
Lesaka’s
 
internal
 
control
 
over
financial reporting; and
 
5.
 
I have
 
disclosed, based
 
on our
 
most recent
 
evaluation of
 
internal control
 
over financial
 
reporting, to
 
Lesaka’s
 
auditors and
 
the
Audit Committee of Lesaka’s Board
 
of Directors (or persons performing the equivalent functions):
 
 
(a)
 
All
 
significant
 
deficiencies
 
and
 
material
 
weaknesses
 
in
 
the
 
design
 
or
 
operation
 
of
 
internal
 
control
 
over
 
financial
reporting
 
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
Lesaka’s
 
ability
 
to
 
record,
 
process,
 
summarize
 
and
 
report
 
financial
information; and
 
 
(b)
 
Any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant
 
role
 
in
Lesaka’s internal control over financial
 
reporting.
 
Date: November 7, 2023
 
 
/s/ Naeem E. Kola
 
 
 
Naeem E. Kola
 
 
 
Group Chief Financial Officer
 
EX-32 4 ex32.htm EXHIBIT 32 ex32
 
 
1
Exhibit 32
CERTIFICATION
 
PURSUANT TO 18 U.S.C. SECTION 1350,
 
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
 
connection
 
with
 
the
 
quarterly
 
report
 
of
 
Lesaka
 
Technologies,
 
Inc.
 
(“Lesaka”)
 
on
 
Form 10-Q
 
for
 
the
 
quarter
 
ended
September 30, 2023, as filed with
 
the Securities and Exchange Commission
 
on the date hereof (the “Report”),
 
Chris G.B. Meyer and
Naeem E.
 
Kola, Group
 
Chief Executive
 
Officer and
 
Group Chief
 
Financial Officer,
 
respectively,
 
of Lesaka,
 
certify,
 
pursuant to
 
18
U.S.C. § 1350, that to their knowledge:
 
 
1.
 
The
 
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
 
Act of 1934,
as amended;
 
and
 
 
2.
 
The information contained in the Report fairly presents, in all material respects, the financial
 
condition and results
of operations of Lesaka.
 
Date: November 7, 2023
/s/: Chris G.B. Meyer
 
Name: Chris G.B. Meyer
 
Group Chief Executive Officer
 
 
Date: November 7, 2023
/s/: Naeem E. Kola
 
Name: Naeem E. Kola
 
Group Chief Financial Officer