UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
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:
(Exact name of registrant as specified in its charter)
|
|
| ||
(State or other jurisdiction |
| (IRS Employer | ||
of incorporation or organization) |
|
|
| Identification No.) |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ☐ No
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.
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).
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 | ☒ | |
|
|
|
|
☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of December 31, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter), based upon the closing price of the common stock as reported by The NASDAQ Global Select Market on such date, was $
As of September 6, 2022,
DOCUMENTS INCORPORATED BY REFERENCE
LESAKA TECHNOLOGIES, INC
INDEX TO ANNUAL REPORT ON FORM 10-K
Year Ended June 30, 2022
1
PART I
Forward Looking Statements
In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 1A—“Risk Factors.” 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. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Annual Report. We undertake no obligation to release publicly any revisions to the forward-looking statements after the date of this Annual Report. You should carefully review the risk factors described in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), including the Quarterly Reports on Form 10-Q to be filed by us during our 2023 fiscal year, which runs from July 1, 2022 to June 30, 2023.
All references to “the Company,” “we,” “us,” or “our” are references to Lesaka Technologies, Inc. and its consolidated subsidiaries, collectively, and all references to “Lesaka” are to Lesaka Technologies, Inc. only, except as otherwise indicated or where the context indicates otherwise.
ITEM 1.BUSINESS
Overview
At Lesaka, our mission and core purpose is to bring financial inclusion to merchants and consumers in Southern Africa by building a world-class fintech platform. Our vision is to build and operate the leading South African full service fintech platform, offering cash management, payment and financial services.
Our core purpose is to improve people’s lives by bringing financial inclusion to South Africa’s underserved and underbanked customers, and helping small businesses access the financial services they need to prosper. We achieve this through our ability to efficiently digitize the last mile of financial inclusion, and to provide a full-service fintech platform across cash and digital, serving the needs of both, while also facilitating the secular shift from cash to digital that is currently taking place.
We are building a dual-sided financial ecosystem offering banking, lending and insurance to consumers, and cash, card, capital, payment and Value Added Services (“VAS”) solutions to micro, small and medium enterprises (“MSMEs”). Our dual-sided financial ecosystem has two overlapping segments: Merchants and Consumers.
Customers— In our B2C Consumer Segment, our focus is on the lower end of the market that has traditionally been under-banked. Our products are designed for consumers within Living Standards Measures (“LSMs”) 1 to 6, which comprises approximately 26 million people. We currently have over 1.1 million active customers who are predominantly recipients of social grants offered by the South African Government.
In our B2B Merchant Segment, we recently completed the acquisition of the Connect Group during the year ended June 30, 2022, which significantly advanced our vision and is truly transformational for our company. The acquisition adds significant scale to our existing B2B offering which mainly services formal merchants, bringing over 51,000 MSMEs into the Merchant business segment. Through the introduction of a suite of solutions and technologies targeted at the MSME merchant sector where we were previously under-represented, we can address the needs of approximately 1.4 million informal and approximately 700,000 formal MSMEs in South Africa.
The informal sector merchants are generally smaller and operate in rural areas or in informal urban areas and do not have access to traditional banking products. The formal merchants are generally in urban areas, have larger turnovers and have ready access to multiple service providers. We operate separate brands in these two sectors of the economy.
Products—We offer a comprehensive set of products and services to our consumer and merchant customers.
In our Consumer Segment, our products include transactional banking, short-term loans, a digital wallet as well as insurance and various VAS to consumers underserved in South Africa, aligning with our purpose of improving people’s lives and increasing financial inclusion. Our value proposition and products are designed to be simple, relevant and cost effective for our target market.
In our Merchant Segment, to the MSME customers, we offer cash management and digitization, card acquiring, growth capital, VAS and bill and supplier payments. At a larger enterprise level we offer bill and supplier payments and VAS through our proprietary financial switch, as well as point of sale devices and maintenance, bank and SIM card production and other specialized technology products.
2
Market Opportunity
There are real challenges to delivering financial inclusion and digitization in the South Africa market. One of these major challenges is the deep distrust and a lack of understanding of cash alternatives, which is driven by low levels of financial literacy. Adding to this challenge is the relatively high connectivity costs in South Africa – airtime is an expensive and prized commodity – and smartphone penetration remains low in South Africa where many South Africans still use older style feature phones. Taken together, this all means that although almost 90% of South Africans have a bank account, a significant majority treat them as post boxes – withdrawing their money in one transaction. This has real implications for both merchants and consumers.
On the merchant side, less than 8% of merchants have access to formal credit and less than 4% of informal merchants can accept digital payments. And for consumers, approximately 20% of the estimated 26 million South African consumers in LSM 1-6 have access to credit and savings and a significant majority of the approximately 12 million permanent grant recipients require immediate cash withdrawals of their grant.
These sources of friction and challenges present a significant market opportunity for Lesaka to provide innovative solutions to both merchants and consumers, and more importantly, to facilitate wider financial inclusion and digitization. Lesaka has for a long time been at the forefront of providing financial inclusion and digitization for consumers and merchants in this space.
Consumer financial services for the unbanked: Our focus is on the LSM 1 to 6 population in South Africa, which represents approximately 26 million adults in the country. Within that, we estimate there to be approximately 12 million people reliant on permanent grants. South Africa is primarily a cash-based economy, with approximately 60% of transactions still conducted in cash. In the Consumer Segment, we currently have just over 1.1 million active account holders which represents approximately 4% share of our total addressable market. Our focus is on South African government social grant recipients, of which there are over 12 million, the majority of whom are being inadequately served by the current system. Lesaka is well placed to address the needs of these consumers with its large informal market distribution and affordable financial services.
Merchant payment and financial services for MSMEs. There are approximately 2.1 million MSMEs in South Africa, of which around 1.4 million operate in the informal market, and it is estimated that only 4% of these can accept digital payments. Lesaka has a comprehensive product suite of cash and digital solutions which provide a significant opportunity to assist these businesses to grow, reduce risks and be more efficient. This is an underserved market and so increasing our penetration is not about taking market share from competitors but rather about providing product sets that encourage the adoption of more formalized and non-cash transacting.
3
While the informal market presents a major growth opportunity, Lesaka also has a comprehensive offering to the formal MSME and enterprise market.
Lesaka, with its significant distribution footprint of over 58,000 points of presence, across Merchant and Consumer, is well positioned to bring these two sides of the ecosystem together by incentivizing both merchants and consumers to utilize our solutions which will further enhance our growth opportunity.
Competition
With our comprehensive offering to consumers and merchants we compete with a wide range of service providers. There are competitors for individual products and services, though few with an end-to-end offering, particularly at the lower end of the consumer market and the informal merchant market where we have significant footprint and penetration. We believe our ability to bring a large consumer base to our merchant customers, and offer our consumers incentives to use our merchants, is a compelling proposition.
We do have competitors in parts of our ecosystem. For consumers, there are a number of traditional and digital providers of low-cost transactional bank accounts and micro financial services. These include the large South African banks such as FNB, Standard Bank, Absa, Nedbank, African Bank and Capitec, the South African Post Office, and digital banks such as, Tyme Bank and Bank Zero. In the South African ATM network market, we compete against the South African banks, ATM Solutions and Spark ATM Systems, which collectively have a market share in excess of 90%.
In the informal merchant sector, there are no competitors which offer a comprehensive product set of cash, card, payment, VAS and capital solutions, such as ours. In the formal merchant sector there is significantly more competition, with banks and non-bank fintech companies targeting these merchants.
In card acquiring, competitors include Yoco, iKhokha, Sureswipe and the South African banks; in VAS and bill payments, they include Flash, Blue Label, Shop2Shop, Pay@ and Ukeshe; in lending, they include Lulalend, Merchant Capital, Retail Capital and the South African banks; and in cash management, they include Fidelity, G4S, Cashnet and the South African banks.
At an enterprise level, our financial switch and VAS and bill payments business competes with BankservAfrica, Pay@, eCentric and Transaction Junction.
Human Capital Resources
We have hired a diverse team of high-caliber individuals, from different organizations, to form our leadership group. This leadership group is deeply committed to building a high-performance culture that is based on a foundation of care and development for our people.
As such we are on path towards building an aspirational work environment that is characterized by:
• Open and honest engagements;
• Flat organizational structures;
• Humility and respect;
• Embracing diversity, inclusion and a sense of belonging;
• A spirit of generosity for our people, customers and our communities;
• A willingness to partner with our stakeholders towards common goals;
• A deep connection to our shared purpose of inclusive financial services; and
• A culture of learning and curiosity.
Employee training and skills development
We strongly believe that learning is an ongoing process and that the majority of learning is in the doing. As such, while we offer a range of formal programs (as listed further below), more importantly, we continue to build a culture of lifelong learning in everything that we do.
Sustainable employee training and development programs impact employee retention, and we believe that our willingness to invest in employee development contributes to employee satisfaction and belonging. This increases loyalty, which will in turn contribute to employee retention. We offer the following development programs to enhance employee performance and skills:
• unemployed and employed learnerships;
• leadership development programs;
• training programs;
• mentorship programs;
• other in-house and cross-functional training to aid with career advancement; and
•
succession planning – training interventions.
4
Equal opportunity
Having an inclusive and diverse workforce which reflects our economically active population and society in general, is crucial for helping the organization attract and retain talent and is important for long-term organizational success. Our human resources team emphasizes recruiting and retaining a talented and diverse workforce with special focus on hiring previously disadvantaged groups whenever possible. We are committed to hiring qualified candidates without regard to their personal status, while taking into account the unique circumstances affecting our operations in South Africa and the need to uplift previously disadvantaged groups. This commitment extends to all levels of our organization, including within senior management and our board of directors.
As of June 30, 2022, the composition of our workforce was:
• 63% female and 37% male;
• 41% between 18 and 34 years old, 56% between 35 and 54 years old, and 3% over 55 years old; and
• 72% Black, 18% two or more races, 5% Indian and 5% White.
We have no female named executive officers.
We continue to strive to build a more inclusive workforce and to enhance our pay structures by taking measures to eliminate potential remuneration discrimination and to help close gender pay gaps to progress towards gender equality at work. We have taken positive strides towards a rewards philosophy that not only allows the corporate hierarchy and its systems to be mapped out in an objective manner, but will reward high performance. In this way, remuneration levels can be set for every function with reference to the external market, and people in similar functions can be paid equally.
Employee compensation programs
We are committed to ensuring that all our employees are paid fair and competitive remuneration. To that end, we offer the following to our employees:
• Access to a comprehensive medical, dental, and vision plan that our employees have the option to join;
• Access to a defined contribution retirement plan that our employees have the option to join;
• Paid sick, study, annual and family responsibility leave;
• Maternity benefits;
• Life and disability insurance coverage;
• Employee assistance programs; and
• Product discounts.
Annual increases and incentive compensation are based on merit, which is communicated to employees at onboarding and documented as part of our annual performance review process.
Our number of employees allocated on a segmental basis as of the years ended June 30, 2022, 2021 and 2020, is presented in the table below:
| Number of employees | ||||
| 2022 |
| 2021 |
| 2020 |
Consumer(1) | 1,833 |
| 2,924 |
| 2,624 |
Merchant(1) | 807 |
| 137 |
| 147 |
Other | 17 |
| 18 |
| 104 |
Total | 2,657 |
| 3,079 |
| 2,875 |
(1) Fiscal 2022 Consumer includes three executive officers and Merchant includes two executive officers.
On a functional basis, five of our employees were part of executive management, 254 were employed in sales and marketing, 253 were employed in finance and administration, 237 were employed in information technology and 1,908 were employed in operations.
5
Health and safety laws and regulations
We are subject to various South African laws and regulations that regulate the health and safety of our South African-based workforce, including those laws monitored by the South African Department of Employment and Labour which stipulates the legal framework within which we need to function. This framework comprises the Occupational Health and Safety Act, Act 85 of 1993 (“OHSA”), the Compensation for Occupational Injuries and Diseases Act, Act 130 of 1993 (“COIDA”), the Basic Conditions of Employment Act, Act 75 of 1997 (“BCEA”) and the Labour Relations Act, Act 66 of 1995 (“LRA”). Compliance with COVID-19 regulations remains regulated by the National Institute of Occupational Health (“NIOH”), and the Occupational Health Surveillance System (“OHSS”), the Centre for Scientific Industrial Research (“CSIR”) and the National Institute for Communicable Diseases (“NICD”).
People are ultimately the most important assets in any organization, therefore successfully managing health and safety in the workplace remains paramount. Successfully managing health and safety in the workplace relies on commitment, consultation, and co-operation.
In order to maintain OHSA compliance, we ensure that:
• Internal health and safety policies remain regularly updated and accessible to all staff;
• All departments/branches keep a summary of applicable Health and Safety legislation and display a summary of such at their respective premises for ease of reference;
• Each of our branches has a designated health and safety representative, a first aider and fire marshal tasked with ensuring compliance as well as being able to assist in an emergency situation when required, each of whom is trained every two years as per stipulated regulations;
• Every branch manager is a delegated official to our Chief Executive Officer: Southern Africa who ensures OHSA compliance and that employees have the necessary knowledge and understanding of applicable health and safety rules and procedures;
• Quarterly inspections are conducted by delegated officials at the respective branches so as to report on any non-compliance or health and safety issues which need tending to;
• Quarterly meetings are conducted with our National Health and Safety Officer to report in on company-wide compliance and any health and safety issues which require tending to; and
• Managers are trained in in the correct reporting procedures and proper incident/ accident investigation.
6
Our Executive Officers
The table below presents our executive officers, their ages and their titles:
Name | Age | Title |
Chris G.B. Meyer | 51 | Group Chief Executive Officer and Director |
Naeem E. Kola | 49 | Group Chief Financial Officer, Treasurer, Secretary, and Director |
Lincoln C. Mali | 54 | Chief Executive Officer: Southern Africa, and Director |
Steven J. Heilbron | 57 | Chief Executive Officer: Connect Group, and Director |
Alex M.R. Smith | 53 | Chief Accounting Officer |
Christopher G.B. Meyer has been our Group Chief Executive Officer since July 1, 2021. Prior to joining Lesaka, Mr. Meyer was the Head of Corporate & Investment Banking and Joint Managing Director at Investec Bank Plc (“Investec”), an LSE-listed specialist bank and wealth manager, having served in many different roles within the Investec Group since 2001. He was also an executive director for various international and regional subsidiaries of Investec Bank Plc. Mr. Meyer is a member of the South African Institute of Chartered Accountants, holds an MSc Finance from the London Business School and a Post Graduate Diploma in Accounting from the University of Cape Town.
Naeem E. Kola has been our Group Chief Financial Officer, Treasurer and Secretary since March 1, 2022. Mr. Kola has held progressively senior finance roles in Dubai, most notably as Chief Financial Officer of the Emerging Markets Payments Group (“EMP”), a high-growth fintech business that grew materially and successfully concluded and integrated five acquisitions during his six-year tenure as Chief Financial Officer. Prior to becoming Chief Financial Officer, Mr. Kola was Senior Vice President for Investments, Strategy and Business Planning at EMP. Since the acquisition of EMP by Network International in 2017, Mr. Kola has been an Operations Director and Strategic Advisor to the emerging market private equity firm Actis, where he again focused on fintech businesses.
Lincoln C. Mali has been our Chief Executive Officer: Southern Africa since May 1, 2021. Mr. Mali is a financial services executive with over 25 years in the industry. Until April 2021, he was the Head of Group Card and Payments at Standard Bank Group, and previously served in many different roles within that organization since 2001. Mr. Mali chaired the board of directors of Diners Club South Africa until April 2021, and was a member of the Central and Eastern Europe, Middle East and Africa Business Council for Visa. Mr. Mali holds Bachelor of Arts (BA) and Bachelor of Laws (LLB) degrees from Rhodes University, an MBA from Henley Management College, various diplomas and attended an Advanced Management Program at Harvard Business School.
Steven J. Heilbron has been the Chief Executive Officer of the Connect Group since 2013 and joined us following the acquisition of Connect in the same capacity. Mr. Heilbron has two decades of financial services experience, having spent 19 years working for Investec in South Africa and the UK, where he served as Global Head of Private Banking and Joint Chief Executive Officer of Investec. He led a private consortium that acquired Cash Connect Management Solutions (Pty) Ltd (“CCMS”) in 2013. Mr. Heilbron has presided over significant organic growth in the rebranded Connect, as well as spearheading the successful acquisition and integration of Kazang and EFTpos acquired from the Paycorp Group in February 2020. He is a member of the South African Institute of Chartered Accountants.
Alex M.R. Smith has been our Chief Accounting Officer since March 1, 2022, and previously served as our Chief Financial Officer, Treasurer and Secretary from March 1, 2018. Prior to joining Lesaka, Mr. Smith was employed by Allied Electronics Corporation Limited (“Altron”), a JSE-listed company, from 2006 to 2018 and, from August 2008 until February 2018, served as a director and its Chief Financial Officer. Prior to joining Altron, Mr. Smith worked in various positions at PricewaterhouseCoopers in Edinburgh, Scotland and Johannesburg from 1991 to 2005. Mr. Smith holds a Bachelor of Law (Honours) degree from the University of Edinburgh and is a member of the Institute of Chartered Accountants of Scotland.
7
Financial Information about Geographical Areas and Operating Segments
Refer to Note 21 to our audited consolidated financial statements included in this annual report contains detailed financial information about our operating segments for fiscal 2022, 2021 and 2020. Revenues based on the geographic location from which the sale originated and geographic location where long-lived assets are held for the years ended June 30, are presented in the table below:
| Revenue(1) |
| Long lived assets | ||||||||
| 2022 |
| 2021 |
| 2020 |
| 2022 |
| 2021 |
| 2020 |
| $'000 |
| $'000 |
| $'000 |
| $'000 |
| $'000 |
| $'000 |
South Africa | 215,046 |
| 127,468 |
| 139,258 |
| 359,725 |
| 50,754 |
| 68,521 |
Liechtenstein (Bank Frick) | - |
| - |
| - |
| - |
| - |
| 29,739 |
India (MobiKwik) | - |
| - |
| - |
| 76,297 |
| 76,297 |
| 26,993 |
Rest of the world | 7,563 |
| 3,318 |
| 5,041 |
| 2,811 |
| 6,962 |
| 9,119 |
Total | 222,609 |
| 130,786 |
| 144,299 |
| 438,833 |
| 134,013 |
| 134,372 |
(1) Refer to Note 16 to our audited consolidated financial statements included in this annual report contains detailed financial information about our revenue for fiscal 2022, 2021 and 2020.
Corporate history
Lesaka was incorporated in Florida in May 1997 as Net 1 UEPS Technologies, Inc. and changed its name to Lesaka Technologies, Inc. on May 12, 2022. In 2004, Lesaka acquired Net1 Applied Technology Holdings Limited (“Aplitec”), a public company listed on the Johannesburg Stock Exchange (“JSE”). In 2005, Lesaka completed an initial public offering and listed on the NASDAQ Stock Market. In 2008, Lesaka listed on the JSE in a secondary listing, which enabled the former Aplitec shareholders (as well as South African residents generally) to hold Lesaka common stock directly.
Available information
We maintain a website at www.lesakatech.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as well as our proxy statements, are available free of charge through the “SEC filings” portion of our website, as soon as reasonably practicable after they are filed with the SEC. The information contained on, or accessible through, our website is not incorporated into this Annual Report on Form 10-K.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
8
ITEM 1A. RISK FACTORS
OUR OPERATIONS AND FINANCIAL RESULTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED BELOW, THAT COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS, AND THE TRADING PRICE OF OUR COMMON STOCK
Risks Relating to Our Business
We may not be able to successfully integrate Connect’s operations with our business.
On April 14, 2022, we, through our wholly owned subsidiary Lesaka Technologies (Pty) Ltd (“Lesaka SA”), formerly Net1 Applied Technologies South Africa (Pty) Ltd, announced the closing of our ZAR 3.8 billion ($258.9 million) acquisition of Connect. The acquisition of Connect is strategically important for us because we believe that (i) the combination of complementary product offerings will assist us to drive stronger unit economics, (ii) the transaction facilitates expansion of our addressable market in the informal MSME sector, (iii) Connect has an attractive financial profile with a track record of strong and profitable growth opportunities, (iv) we have merged highly skilled teams with complementary expertise, and (v) we will be able to better serve the underserved.
Integrating Connect into our company will require significant attention from our senior management, which may divert their attention from our existing businesses. The difficulties of integration may be increased by cultural differences between our two organizations and the potential difficulties in retaining and integrating personnel, including Connect’s key employees and management team. The services of these individuals will be important to the continued growth and success of Connect’s business and to our ability to integrate the two organizations. If we were to lose the services of these key employees or we fail to sufficiently integrate them, our ability to operate Connect successfully would likely be materially and adversely impacted.
As such, if we are unable to successfully integrate Connect’s operations into our business we could be required to record material impairments and our financial condition, results of operations, cash flows and stock price could suffer.
We may not achieve the expected benefits from our acquisition of Connect.
Our expectations regarding Connect’s business and prospects may not be realized, including as a result of changes in the financial condition of the markets that Connect serves. In addition, there are risks associated with Connect’s operations, including the risk of reduced cash settlements through Connect’s vault infrastructure or higher cash losses, lower than expected growth in Connect’s value-added services, lower than expected customer acquisition rates or higher than expected customer churn, lower than expected levels of loan advances or higher credit losses and slower than expected growth in card transactions. Furthermore, attempting to combine and integrate service offerings may be disruptive to us or unsuccessful, and our customers may not use our combined services to the extent that we hope they will. Any such failure could adversely impact our own business as well as Connect’s, which could then reduce the value of our investment and adversely impact our other business and operational relationships.
Our inability to achieve the expected benefits from the Connect transaction may have a material adverse effect on our business, results of operations or financial condition. For example, our revenues and operating income may be adversely affected and we could be required to impair all, or a part of, our investment in Connect. If some or all of the aforementioned or other risks materialize, our ability to realize the anticipated benefits of the Connect acquisition could be materially impaired, and as a result, our financial condition, results of operations, cash flows and stock price could suffer.
We have a significant amount of indebtedness that requires us to comply with restrictive and financial covenants. If we are unable to comply with these covenants, we could default on this debt, which would have a material adverse effect on our business and financial condition.
We financed our recent acquisition of Connect through South African bank borrowings of ZAR 1.1 billion ($71.7 million, translated at closing date exchange rate (as defined in the Sale Agreement) of $1:ZAR 14.65165). The borrowings are secured by a pledge of certain of our bank accounts, and the cession of Lesaka’s shareholding in certain of its subsidiaries. These borrowings contain customary covenants that require Lesaka SA to maintain a specified total asset cover ratio and restrict the ability of Lesaka, Lesaka SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities.
The loan agreements also include a credit enhancement mechanism of ZAR 350 million ($23.9 million, translated at closing date exchange rate), which has been provided by investment funds managed by Lesaka’s largest shareholder, Value Capital Partners (Pty) Ltd (“VCP”) which includes a contingent subscription for new shares. There can be no assurance that VCP will perform under the commercially agreed terms and failure by it to fulfil its obligation under the credit enhancement mechanism may put our funding or future repayments at risk.
9
The Connect credit facilities include (i) an overdraft facility (general banking facility) of ZAR 248.0 million; (ii) Facility A of ZAR 700.0 million (a long-term facility with a bullet repayment); (iii) Facility B of ZAR 350.0 million (a long-term facility with amortizing repayments commencing September 2022); and (iv) an asset-backed facility of ZAR 70.7 million. The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023. These borrowings are secured by a pledge of, among other things, CCMS’ entire equity interests in its subsidiaries and investments and any claims outstanding. These borrowings contain customary covenants that require CCMS to maintain specified debt service, interest cover and leverage ratios.
These security arrangements and covenants may reduce our operating flexibility or our ability to engage in other transactions that may be beneficial to us. If we are unable to comply with the covenants, we could be in default and the indebtedness could be accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as a result, our business, financial condition and stock price would suffer.
We have decided to prioritize Southern Africa as our core market. Our future success, and our ability to return to profitability and positive cash flow is substantially dependent on our ability to implement this strategy successfully.
Our board conducted an extensive review of our business strategy and operations in July 2020, and decided to focus on our South African operations and other business opportunities in South Africa and, to a lesser extent, the rest of the African continent. The acquisition of Connect is part of this business strategy. We cannot assure you that we will be able to implement our new strategy successfully and return to profitability and positive cash flow.
Even if we do return to profitability, achieving net income does not necessarily ensure positive cash flows. Future periods of net losses from operations could result in negative cash flow and may hamper ongoing operations or prevent us from sustaining or expanding our business. We cannot assure you that we will achieve, sustain or increase profitability in the future and if we do not, our business will be materially and adversely affected.
Additionally, our reputation in South Africa has been tarnished as a result of public accusations against us, which we have publicly denied and believe have no merit, for illegally providing our services and defrauding social welfare grant recipients. We have attempted to refute these allegations and have appointed a public relations firm to assist us in communicating effectively to the public and our stakeholders that our business practices comply with South African law and are fair to the social welfare grant recipients who purchase the financial services products that we offer. If we are unable to communicate this persuasively, our ability to successfully execute our new strategy may be adversely affected.
We need to significantly grow our consumer operations in order to ensure their profitability and long term sustainability.
Following the conclusion of our contract with SASSA, we refocused our resources and technology on the provision of financial inclusion services to our target market and currently have an established base of approximately one million customers. Our strategy involves significantly expanding this base over the coming years. While we believe that our financial services offerings are convenient and cost-effective, the success of our strategy will depend on the extent to which we successfully market our offering to grow the customer base.
Factors that may prevent us from successfully operating and expanding our South African financial services business include, but are not limited to:
• insufficient adoption and utilization of our products and services;
• inability to access sufficient funding for our ATM infrastructure;
• increased competition in the marketplace and restrictions imposed by SASSA or the South African government on the manner in which grant recipients may transact;
• political interference and changes in the regulatory environment;
• further civil unrest similar to that experienced in July 2021;
• loss of key technical and operations staff; and
• logistical and communications challenges.
We may undertake acquisitions that could increase our costs or liabilities or be disruptive to our business.
Acquisitions are an integral part of our new growth strategy as we seek to expand our business and deploy our technologies in new markets in Southern Africa. However, we may not be able to locate suitable acquisition candidates at prices that we consider appropriate. If we do identify an appropriate acquisition candidate, we may not be able to successfully negotiate the terms of the transaction, finance it or, if the transaction occurs, integrate the new business into our existing business. These transactions may require debt financing or additional equity financing, resulting in additional leverage or dilution of ownership.
10
Acquisitions of businesses or other material operations and the integration of these acquisitions or their businesses will require significant attention from members of our senior management team, which may divert their attention from our day-to-day business. The difficulties of integration may be increased by the necessity of integrating personnel with disparate business backgrounds and combining different corporate cultures. We also may not be able to retain key employees or customers of an acquired business or realize cost efficiencies or synergies or other benefits that we anticipated when selecting our acquisition candidates. Acquisition candidates may have liabilities or adverse operating issues that we fail to discover through due diligence prior to the acquisition.
We may need to record write-downs from future impairments of goodwill or other intangible assets, which could reduce our future reported earnings.
Geopolitical conflicts, including the conflict between Russia and Ukraine, may adversely affect our business and results of operations.
The current conflict between Russia and Ukraine is creating substantial uncertainty about the future of the global economy. Countries across the globe are instituting sanctions and other penalties against Russia. The retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO, and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise have a substantial impact on regional and global economies, any or all of which could adversely affect our business.
While the broader consequences are uncertain at this time, the continuation and/or escalation of the Russian and Ukraine conflict, along with any expansion of the conflict to surrounding areas, create a number of risks that could adversely impact our business, including:
• increased inflation and significant volatility in the macroeconomic environment;
• disruptions to our technology infrastructure, including through cyberattacks, ransom attacks or cyber-intrusion;
• adverse changes in international trade policies and relations;
• disruptions in global supply chains; and
• constraints, volatility or disruption in the credit and capital markets.
All of these risks could materially and adversely affect our business and results of operations. We are continuing to monitor the situation in Ukraine and globally and assessing the potential impact on our business.
A prolonged economic slowdown or lengthy or severe recession in South Africa or elsewhere could harm our operations.
A prolonged economic downturn or recession in South Africa could materially impact our results from operations, particularly in light of severe electricity disruptions in calendar 2022, the July 2021 social unrest in South Africa and our strategic decision to focus on our South African operations. Economic confidence in South Africa, our main operating environment, is currently low and, as a result, the risk of a prolonged economic downturn is increased, which could have a negative impact on merchants and retailers; mobile phone operators; our account holders; the level of transactions we process; the take-up of the financial services we offer and the ability of our customers to repay our loans or to pay their insurance premiums. If financial institutions and retailers experience decreased demand for their products and services, our hardware, software, related technology sales and processing revenue could decrease.
Our investment in MobiKwik subjects us to certain risks, including the possibility of fluctuations in the carrying value based on readily determinable fair values. In addition, our ability to dispose of our interest in MobiKwik on acceptable terms, or at all, may be limited under certain circumstances.
We have elected to account for our investment in MobiKwik at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instrument of the same issuer because it does not have a readily determinable fair value. The determination of the fair value of an investment requires us to make significant judgments and estimates and we are required to base our estimates on assumptions which we believe to be reasonable, but these assumptions may be unpredictable and inherently uncertain. The value of our investment in MobiKwik as of June 30, 2022 and 2021, was $76.3 million and was determined based on a share issuance concluded by MobiKwik in June 2021, implying a fair value per equity share of $12.275. We did not identify any observable price changes during fiscal 2022 and therefore did not adjust the value of our investment during the year ended June 30, 2022. We recorded a non-cash fair value adjustment of $49.3 million during the year ended June 30, 2021.
MobiKwik filed its draft red herring prospectus in July 2021, with the original intention of completing its initial public offering in November 2021. MobiKwik decided to delay its initial public offering given prevailing market conditions and will reassess their options as market conditions change.
11
We may need to record a write-down of the carrying value of our investment in MobiKwik in the future (i) if it is unable to successfully complete its contemplated initial public offering, (ii) due to fluctuations in its market price upon listing, including during the lock up period after its initial public offering, or (iii) if it has not listed, there is an observable transaction indicating a fair value per share which is lower than our June 30, 2022 price per share. Furthermore, it may be difficult to dispose of some or all of our investment on acceptable terms, if at all, if MobiKwik fails to list.
Our ability to fund our ATM network requires that we continue to have access to sufficient lending facilities, which requires compliance with restrictive and financial covenants.
The operational maintenance of our ATM network, along with an increase in our consumer banking client base, necessitates access to large amounts of cash to stock the ATMs and maintain uninterrupted service levels. We have credit facilities from a South African bank which includes security arrangements as well as restrictive and financial covenants. The security arrangements and covenants included in our lending facilities may reduce our operating flexibility or our ability to engage in other transactions that may be beneficial to us. If we are unable to comply with the covenants in South Africa, we could be in default and the indebtedness could be accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as a result, our business and financial condition would suffer.
We may not be able to extend the terms of these debt facilities or refinance them, in each case, on commercially reasonable terms or at all. Our ability to continue the uninterrupted operation of our ATM network will be adversely impacted by our failure to renew our debt facilities, any adverse change to the terms of our credit facilities, or a significant reduction in the amounts available under our credit facilities, or our failure to increase our facilities if required. We may also suffer reputational damage if our service levels are negatively impacted due to the unavailability of cash.
We may be unable to recover the carrying value of certain Cell C airtime that we own.
We own a substantial amount of Cell C airtime inventory ($13.7 million translated at exchange rates applicable as of June 30, 2022). In support of Cell C’s liquidity position, we are limiting our resale of this airtime to our own distribution channels until such time as Cell C’s recapitalisation process is concluded, which exposes us to market risk for this inventory. Due to wholesale discounts in the distribution market for this airtime, it is not readily saleable in the current market without realising a loss. In light of this, we recorded a loss of $1.3 million during fiscal 2020, related to this airtime inventory. While no further losses were recorded in fiscal 2022 and 2021, we may be required to record further losses in the future or we may be unable to recover the carrying value of this airtime inventory as a result of the business failure of Cell C. Failure to recover the carrying value of this inventory may have a material adverse effect on our results of operations or financial condition.
Our consumer microlending loan book and merchant lending book expose us to credit risk and our allowance for doubtful finance loans receivable may not be sufficient to absorb future write-offs.
All of our microfinance loans made are for a period of six months or less and all of our merchant lending through Connect is for a period of less than 12 months. We have created an allowance for doubtful finance loans receivable related to these books. When creating the allowance, management considered factors including the period of the finance loan outstanding, creditworthiness of the customers and the past payment history of the borrower. We consider this policy to be appropriate as it takes into account factors such as historical bad debts, current economic trends and changes in our customer payment patterns. However, additional allowances may be required should the ability of our customers to make payments when due deteriorate in the future. A significant amount of judgment is required to assess the ultimate recoverability of these microfinance loan receivables.
We may face competition from other companies that offer innovative payment technologies and payment processing, which could result in the loss of our existing business and adversely impact our ability to successfully market additional products and services.
Our primary competitors in the payment processing market include other independent processors, as well as financial institutions, independent sales organizations, new digital and fintech entrants and, potentially card networks. Many of our competitors are companies who are larger than we are and have greater financial and operational resources than we have. These factors may allow them to offer better pricing terms or incentives to customers, which could result in a loss of our potential or current customers and/or force us to lower our prices. Either of these actions could have a significant effect on our revenues and earnings.
12
Our future success will depend in part on our ability to attract, integrate, retain and incentivize key personnel and a sufficient number of skilled employees, particularly in the technical, sales and senior management areas.
Our group has undergone a significant change in management over the last twelve months, with various long-serving executives having resigned from the organization and new management joining us through the Connect acquisition. We believe we now have in place a management team that has the right experience and skills to execute on our new strategic direction. However, in order to succeed in our product development and marketing efforts, we may need to identify and attract new qualified technical and sales personnel, as well as motivate and retain our existing employees. As a result, an inability to hire and retain such employees would adversely affect our ability to achieve our strategic goals and maintain our technological relevance. We may face difficulty in managing the transition to a new management team, including team members from Connect, and assimilating our newly-hired personnel, which may adversely affect our business. Competitors may attempt to recruit our top management and employees. In order to attract and retain personnel in a competitive marketplace, we must provide competitive pay packages, including cash and equity-based compensation and the volatility in our stock price may from time to time adversely affect our ability to recruit or retain employees. We do not maintain any “key person” life insurance policies. If we fail to attract, integrate, retain and incentivize key personnel and skilled employees, our ability to manage and grow our business could be harmed and our product development and marketing activities could be negatively affected.
System failures, including breaches in the security of our system, could harm our business.
We may experience system failures from time to time, and any lengthy interruption in the availability of our back-end system computers could harm our business and severely affect our customer relationships. Frequent or persistent interruptions in our services could cause current or potential customers and users to believe that our systems are unreliable, leading them to avoid our technology altogether, and could permanently harm our reputation and brands. These interruptions would increase the burden on our staff, which, in turn, could delay our introduction of new applications and services. Finally, because our customers may use our products for critical transactions, any system failures could result in damage to our customers’ businesses. These customers could seek significant compensation from us for their losses. Even if unsuccessful, this type of claim could be time-consuming and costly for us to address.
Although certain of our systems have been designed to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, computer denial-of-service attacks and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities.
Protection against fraud is of key importance to the purchasers and end users of our solutions. We incorporate security features, including encryption software, biometric identification and secure hardware, into our solutions to protect against fraud in electronic transactions and to provide for the privacy and integrity of cardholder data. Our solutions may be vulnerable to breaches in security due to defects in the security mechanisms, the operating system and applications or the hardware platform. Security vulnerabilities could jeopardize the security of information transmitted using our solutions. If the security of our solutions is compromised, our reputation and marketplace acceptance of our solutions may be adversely affected, which would cause our business to suffer, and we may become subject to damage claims. We have not yet experienced any significant security breaches affecting our business.
Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems with our system could result in lengthy interruptions to our services. Our current business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures.
Cash Paymaster Services, or CPS, has been placed into liquidation. While no claim has been made against Lesaka for CPS’ obligations, we cannot provide assurance that no such claim will be made.
CPS has significant obligations and ongoing litigation related to its SASSA contract and has been placed into liquidation. While no claim has been made against Lesaka to be held liable for CPS’ current obligations or any future obligations under any future court judgments, and while we do not believe that there would be a legitimate legal basis for any such claims, we cannot assure you that no such claim will be made against us. If SASSA or another third party were to seek and ultimately succeed in obtaining a judgment against us in respect of CPS’ liabilities, any such judgment would have a material adverse effect on our financial condition, results of operations and cash flows.
13
Defending our intellectual property rights or defending ourselves in infringement suits that may be brought against us is expensive and time-consuming and may not be successful.
Litigation to enforce our patents, trademarks or other intellectual property rights or to protect our trade secrets could result in substantial costs and may not be successful. Any loss of, or inability to protect, intellectual property in our technology could diminish our competitive advantage and also seriously harm our business. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as do the laws in countries where we currently have patent protection. Our means of protecting our intellectual property rights in countries where we currently have patent or trademark protection, or any other country in which we operate, may not be adequate to fully protect our intellectual property rights. Similarly, if third parties claim that we infringe their intellectual property rights, we may be required to incur significant costs and devote substantial resources to the defense of such claims, to discontinue using and selling any infringing technology and services, to expend resources to develop non-infringing technology or to purchase licenses or pay royalties for other technology. In addition, if we are unsuccessful in defending any such third-party claims, we could suffer costly judgments and injunctions that could materially adversely affect our business, results of operations or financial condition.
We may incur material losses in connection with our movement of cash through our infrastructure in South Africa.
In our consumer business, many cardholders use our services to access cash using their debit cards. We use armored vehicles and our own fixed ATM infrastructure to deliver large amounts of cash across South Africa to enable these cardholders to receive this cash. In some cases, we also store the cash that will be delivered by the armored vehicles in depots overnight or over the weekend to facilitate delivery to these areas.
In our merchant business we collect and process large volumes of cash from our customers, assuming the risk of loss from the moment that cash is deposited into our vaults. We are then responsible for its collection and transportation to processing centers, which we outsource to various cash in transit service providers. These services extend across all areas of South Africa.
South Africa suffers from high levels of crime and in particular cash in transit heists. We cannot insure against certain risks of loss or theft of cash from our delivery and collection vehicles, ATMs or depots and we will therefore bear the full cost of certain uninsured losses or theft in connection with the cash handling process, and such losses could materially and adversely affect our financial condition, cash flows and results of operations. We have not incurred any material losses resulting from cash distribution in recent years, but there is no assurance that we will not incur any such material losses in the future.
We depend upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm our business.
We obtain our smart cards, ATMs, POS devices, components for our safe assets, and the other hardware we use in our business from a limited number of suppliers, and do not manufacture this equipment ourselves. We generally do not have long-term agreements with our manufacturers or component suppliers. If our suppliers become unwilling or unable to provide us with adequate supplies of parts or products when we need them, or if they increase their prices, we may not be able to find alternative sources in a timely manner and could be faced with a critical shortage. This could harm our ability to meet customer demand and cause our revenues to decline. Even if we are able to secure alternative sources in a timely manner, our costs could increase as a result of supply or geopolitical shocks, which may lead to an increase in the prices of goods and services from third parties. A supply interruption, such as the current global shortage of semiconductors, or an increase in demand beyond current suppliers’ capabilities could harm our ability to distribute our equipment and thus to acquire new customers who use our technology. Any interruption in the supply of the hardware necessary to operate our technology, or our inability to obtain substitute equipment at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers, which would have an adverse effect on our business.
Our Smart Life business exposes us to risks typically experienced by life assurance companies.
Smart Life is a life insurance company and exposes us to risks typically experienced by life assurance companies. Some of these risks include the extent to which we are able to continue to reinsure our risks at acceptable costs, reinsurer counterparty risk, maintaining regulatory capital adequacy, solvency and liquidity requirements, our ability to price our insurance products appropriately, the risk that actual claims experience may exceed our estimates, the ability to recover policy premiums from our customers and the competitiveness of the South African insurance market. If we are unable to maintain our desired level of reinsurance at prices that we consider acceptable, we would have to either accept an increase in our risk exposure or reduce our insurance writings. If our reinsurers are unable to meet their commitments to us in a timely manner, or at all, we may be unable to discharge our obligations under our insurance contracts. As such, we are exposed to counterparty risk, including credit risk, of these reinsurers.
Our product pricing includes long-term assumptions regarding investment returns, mortality, morbidity, persistency and operating costs and expenses of the business. Using the wrong assumptions to price our insurance products could materially and adversely affect our financial position, results of operations and cash flows. If our actual claims experience is higher than our estimates, as we have seen during the recent COVID-19 pandemic, our financial position, results of operations and cash flows could be adversely affected.
14
Finally, the South African insurance industry is highly competitive. Many of our competitors are well-established, represented nationally and market similar products and we therefore may not be able to effectively penetrate the South African insurance market.
We are unable to ascertain the full impact the COVID-19 pandemic will have on our future financial position, operations, cash flows and stock price.
Our business was impacted by government restrictions and quarantines related to COVID-19. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. South Africa is currently not subject to any formal COVID-19 restrictions. However, the pandemic did impact our insurance business during fiscal 2022 and 2021 as we experienced a higher level of benefit claims in these years. Should there be further increases in mortality rates across our customer base, we may see an increase in funeral policy claim payouts. We believe that our business activities may be adversely impacted if strict government-enforced restrictions are reintroduced to combat the spread of COVID-19 or similar pandemics.
Some of our employees worked from home following the publication of government-supported initiatives to combat the spread of COVID-19. As a result of the work from home environment, we may face additional challenges providing employees with secure remote access to computer networks as well as initiating and accepting instructions via e-mail or other electronic media should there be a resurgence of the virus or as a result of a similar event requiring our employees to work from home.
Risks Relating to Operating in South Africa and Other Foreign Markets
Operating in Southern Africa, an emerging market, subjects us to greater risks than those we would face if we operated in more developed markets. For example, we saw significant disruption from the civil unrest experienced in early July 2021.
Emerging markets such as Southern Africa are subject to greater risks than more developed markets. While we focus our business primarily on emerging markets because that is where we perceive the greatest opportunities to market our products and services successfully, the political, economic and market conditions these markets present risks that could make it more difficult to operate our business successfully.
Some of these risks include:
• political, legal and economic instability, including higher rates of inflation and currency fluctuations;
• high levels of corruption, including bribery of public officials;
• loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;
• a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights;
• logistical, utilities (including electricity and water supply) and communications challenges;
• potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, legal structures and tax laws;
• difficulties in staffing and managing operations and ensuring the safety of our employees;
• restrictions on the right to convert or repatriate currency or export assets;
• greater risk of uncollectible accounts and longer collection cycles;
• indigenization and empowerment programs;
• exposure to liability under the UK Bribery Act; and
• exposure to liability under U.S. securities and foreign trade laws, including the Foreign Corrupt Practices Act, or FCPA, and regulations established by the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC.
If we do not achieve applicable Broad-Based Black Economic Empowerment objectives in our South African businesses, we may be subject to fines and we risk losing our government and/or private contracts. In addition, it is possible that we may be required to increase the Black shareholding of our company in a manner that could dilute your ownership and/or change the companies from which we purchase goods or procure services (to companies with a better BEE Contributor Status Level).
The legislative framework for the promotion of Broad-Based Black Economic Empowerment (“BEE”), in South Africa has been established through the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended from time to time, and the Amended BEE Codes of Good Practice, 2013, or BEE Codes, and any sector-specific codes of good practice, or Sector Codes, published pursuant thereto. Sector Codes are fully binding between and among businesses operating in a sector for which a Sector Code has been published. Achievement of BEE objectives is measured by a scorecard which establishes a weighting for the various elements. Scorecards are independently reviewed by accredited BEE verification agencies which issue a certificate that presents an entity’s BEE Contributor Status Level. This BEE verification process must be conducted on an annual basis, and the resultant BEE compliance certificate is only valid for a period of 12 months from the conclusion of the verification.
15
Certain of our South African businesses are subject to either the Information, Communications and Technology Sector Code, or ICT Sector Code, or the Financial Services Sector Code, or the FS Sector Code. The ICT Sector Code and the FS Sector Code have been amended and aligned with the new BEE Codes and were promulgated in November 2016 and December 2017, respectively. Licensing and/ or regulation authorities overseeing these businesses may set minimum adherence requirements to BEE standards as a condition for an operating license to trade.
The BEE scorecard includes a component relating to management control, which serves to determine the participation of Black people within the board, as well as at various levels of management within a measured entity (including, inter alia, Executive Management, Senior Management, Middle Management and Junior Management). The BEE Codes and/or Sector Codes define the terms "Senior Management", "Middle Management" and "Junior Management" as those occupational categories as determined in accordance with the Employment Equity Regulations, with specific emphasis on improving participation in proportion to the demographics of the Economically Active Population of South Africa, as determined quarterly by Statistics South Africa. Employment Equity legislation seeks to drive the alignment of the workforce with the racial composition of South Africa and accelerate the achievement of employment equity targets, introducing monetary fines for non-achievement and misrepresented submissions. Failing to meet these targets may expose us to fines. Annexure EEA9 to the Employment Equity Regulations sets out the various occupational levels which are determined in accordance with the relevant grading systems applied by the measured entity and referred to in said Annexure.
We have taken a number of actions as a company to increase empowerment of Black (as defined under applicable regulations) South Africans. For instance, the South African competition authorities approved the Connect transaction subject to certain public interest conditions relating to employment, increasing the spread of ownership by historically disadvantaged people (“HDPs”), and investing in both enterprise and supplier development. Further to increasing the spread of ownership by HDPs, we are required to establish an Employee Share Ownership Plan scheme (“ESOP”) within 24 months of the implementation of the transaction that complies with certain design principles. This will benefit the workers of the merged entity and result in them receiving a shareholding in our company equal in value to at least 3% of the issued shares in our company as of April 14, 2022. If within 24 months of the implementation date of the transaction, we generate a positive net profit for three consecutive quarters, the ESOP shall increase to 5% of the issued shares in in our company as of April 14, 2022. The final structure of the ESOP is contingent on shareholder approval and relevant regulatory and governance approvals. The ESOP had not been established as of the date of this Annual Report on Form 10-K.
During fiscal 2022, we provided 10,500 families with flood relief support in response to the devastating impact of the April 2022 KwaZulu-Natal floods, leveraging our branch footprint and proximity to the most affected areas. We have empowered more than 160 young South Africans with learnership opportunities to improve their skills and readiness to participate in the mainstream economy. We have also made an investment into establishing the infrastructure for a multi-year value chain framework that will cut across various BEE pillars and businesses in South Africa. However, it is possible that these actions may not be sufficient to enable us to achieve the applicable BEE objectives set out for specific financial years. In that event, in order to maintain competitiveness with both government and private sector clients, we may have to seek to increase compliance through other means, including by selling or placing additional shares of Lesaka or of our South African subsidiaries to Black South Africans (either directly or indirectly), over and above what has already been approved. Such sales or placements of shares could have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline.
We expect that our BEE Contributor Status Level will be important in order for us to remain competitive in the South African marketplace and we continually seek ways to improve our BEE Contributor Status Level, especially the ownership element (so-called “equity element”) thereof.
We may not be able to effectively and efficiently manage the disruption to our operations as a result of erratic electricity supply in South Africa, which could adversely affect our, financial position, cash flows and future growth.
Our businesses in South Africa are dependent on electricity generated and supplied by the state-owned utility, Eskom, in order to operate, and Eskom has been unable to generate and supply the amount of electricity required by the South African economy which has resulted in significant and often unpredictable electricity supply disruptions. Eskom has implemented a number of short- and long-term mitigation plans to correct these issues but supply disruptions continue to occur regularly and with no predictability. As part of our business continuity programs, we have installed back-up diesel generators in order for us to continue to operate our core data processing facilities in the event of intermittent disruptions to our electricity supply. We have to perform regular monitoring and maintenance of these generators and also source and manage diesel fuel levels. We may also be required to replace these generators on a more frequent basis due to the additional burden placed on them.
Our results of operations, financial position, cash flows and future growth could be adversely affected if Eskom is unable to raise sufficient funding to operate and/or commission new electricity-generating power stations in accordance with its plans, or at all, or if we are unable to effectively and efficiently test, maintain, source fuel for, and replace, our generators.
16
Fluctuations in the value of the South African rand have had, and will continue to have, a significant impact on our reported results of operations, which may make it difficult to evaluate our business performance between reporting periods and may also adversely affect our stock price.
The South African rand, or ZAR, is the primary operating currency for our business operations while our financial results are reported in U.S. dollars. Therefore, any depreciation in the ZAR against the U.S. dollar, would negatively impact our reported revenue and net income. The U.S. dollar/ZAR exchange rate has historically been volatile and we expect this volatility to continue (refer to Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Currency Exchange Rate Information.”). Due to the significant fluctuation in the value of the ZAR and its impact on our reported results, you may find it difficult to compare our results of operations between financial reporting periods even though we provide supplemental information about our results of operations determined on a ZAR basis. Similarly, depreciation in the ZAR may negatively impact the prices at which our stock trades.
We generally do not engage in any currency hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on our results of operations, other than economic hedging using forward contracts relating to our inventory purchases which are settled in U.S. dollars or euros. We cannot guarantee that we will enter into hedging transactions in the future or, if we do, that these transactions will successfully protect us against currency fluctuations.
South Africa’s high levels of poverty, unemployment and crime may increase our costs and impair our ability to maintain a qualified workforce
While South Africa has a highly developed financial and legal infrastructure, it also has high levels of crime and unemployment, relative to peer countries in Africa and other emerging economies, and there are significant differences in the level of economic and social development among its people, with large parts of the population, particularly in rural areas, having limited access to adequate education, healthcare, housing and other basic services, including water and electricity. In addition, South Africa has a high prevalence of HIV/AIDS and tuberculosis. Government policies aimed at alleviating and redressing the disadvantages suffered by the majority of citizens under previous governments may increase our costs and reduce our profitability, all of which could negatively affect our business. These problems may prompt emigration of skilled workers, hinder investment into South Africa and impede economic growth. As a result, we may have difficulties attracting and retaining qualified employees.
The economy of South Africa is exposed to high rates of inflation, interest and corporate tax, which could increase our operating costs and thereby reduce our profitability. Furthermore, the South African government requires additional income to fund future government expenditures and may be required, among other things, to increase existing income tax rates, including the corporate income tax rate, amend existing tax legislation or introduce additional taxes.
The economy of South Africa in the past has been, and in the future may continue to be, characterized by rates of inflation and interest that are substantially higher than those prevailing in the United States and other highly-developed economies. High rates of inflation could increase our South African-based costs and decrease our operating margins. High interest rates increase the cost of our debt financing, though conversely, they also increase the amount of income we earn on any cash balances. The South African corporate income tax rate, of 28%, is higher than the U.S. federal income tax rate, of 21%. While the South African corporate income tax rate is expected to reduce to 27% in fiscal 2023, any subsequent increase in the effective South African corporate income tax rate would adversely impact our profitability and cash flow generation.
Risks Relating to Government Regulation
We are required to comply with certain laws and regulations, including economic and trade sanctions, which could adversely impact our future growth.
We are subject to U.S. and other trade controls, economic sanctions and similar laws and regulations, including those in the jurisdictions where we operate. Our failure to comply with these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation. These laws and regulations place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to U.S. and foreign trade control laws and regulations, including various export controls and economic sanctions programs, such as those administered by OFAC. We monitor compliance in accordance with the 10 principles as set out in the United Nations Global Compact Principles, the Organisation for Economic Co-operation and Development recommendations relating to corruption, and the International Labor Organization Protocol in terms of certain of the items to be monitored. As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating trade control laws as well as sanctions regulations.
17
Violations of trade control laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have developed policies and procedures as part of a company-wide compliance program that is designed to assist our compliance with applicable U.S. and international trade control laws and regulations, including trade controls and sanctions programs administered by OFAC, and provide regular training to our employees to create awareness about the risks of violations of trade control laws and sanctions regulations and to ensure compliance with these laws and regulations. However, there can be no assurance that all of our employees, consultants, partners, agents or other associated persons will not act in violation of our policies and these laws and regulations, or that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our local, strategic or joint venture partners take inside or outside of the United States, even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could materially and adversely affect our reputation, business, results of operations and financial condition. Any expansion into developing countries, and our development of new partnerships and joint venture relationships, could increase the risk of OFAC violations in the future.
In addition, our payment processing and financial services activities are subject to extensive regulation. Compliance with the requirements under the various regulatory regimes may cause us to incur significant additional costs and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability.
We are required to comply with anti-corruption laws and regulations, including the FCPA and UK Bribery Act, in the jurisdictions in which we operate our business, which could adversely impact our future growth.
The FCPA prohibits us from providing anything of value to foreign officials for the purposes of obtaining or retaining business, or securing any improper business advantage, and requires us to keep books and records that accurately and fairly reflect our transactions. As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. The UK Bribery Act includes provisions that extend beyond bribery of foreign public officials and also apply to transactions with individuals not employed by a government and the act is also more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties. Some of the international locations in which we operate or have investments lack a developed legal system and have higher than normal levels of corruption.
Any failure by us to adopt appropriate compliance procedures and ensure that our employees, agents and business partners comply with the anti-corruption laws and regulations could subject us to substantial penalties, and the requirement that we comply with these laws could put us at a competitive disadvantage against companies that are not required to comply. For example, in many emerging markets, there may be significant levels of official corruption, and thus, bribery of public officials may be a commonly accepted cost of doing business. Our refusal to engage in illegal behavior, such as paying bribes, may result in us not being able to obtain business that we might otherwise have been able to secure or possibly even result in unlawful, selective or arbitrary action being taken against us.
Violations of anti-corruption laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and imprisonment. We have developed policies and procedures as part of a company-wide compliance program that is designed to assist our compliance with applicable U.S., South African and other international anti-corruption laws and regulations, and provide regular training to our employees to comply with these laws and regulations. However, there can be no assurance that all of our employees, consultants, partners, agents or other associated persons will not take actions in violation of our policies or these laws and regulations, or that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our local, strategic or joint venture partners take inside or outside of the United States, even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could materially and adversely affect our reputation, business, results of operations and financial condition.
We do not have a South African banking license and, therefore, we provide our EPE solution through an arrangement with a third-party bank, which limits our control over this business and the economic benefit we derive from it. If this arrangement were to terminate, we would not be able to operate our EPE business without alternate means of access to a banking license.
The South African retail banking market is highly regulated. Under current law and regulations, our EPE business activities require us to be registered as a bank in South Africa or to have access to an existing banking license. We are not currently so registered, but we have an agreement with Grindrod Bank that enables us to implement our EPE program in compliance with the relevant laws and regulations. If this agreement were to be terminated, we would not be able to operate these services unless we were able to obtain access to a banking license through alternate means. Furthermore, we have to comply with the strict anti-money laundering and customer identification regulations of the South African Reserve Bank (“SARB”), when we open new bank accounts for our customers and when they transact. Failure to effectively implement and monitor responses to these regulations may result in significant fines or prosecution of Grindrod Bank and ourselves.
18
It has recently been announced that Grindrod Bank will be acquired by African Bank which operates across the lower end of the South African financial services market. It is not yet clear how African Bank will view our current arrangement with Grindrod Bank and whether this changes the risk of termination.
In addition, the South African Financial Advisory and Intermediary Services Act, 2002, requires persons who act as intermediaries between financial product suppliers and consumers in South Africa to register as financial service providers. Smart Life was granted an Authorized Financial Service Provider, or FSP, license on June 9, 2015, and Moneyline Financial Services (Pty) Ltd and Net1 Mobile Solutions (Pty) Ltd were each granted FSP licenses on July 11, 2017. If our FSP licenses are cancelled, we may be stopped from continuing our financial services businesses in South Africa.
Furthermore, the proposed Conduct of Financial Institutions Bill will make significant changes to the current licensing regime. The second draft of the Conduct of Financial Institutions Bill was published for public comment on 29 September 2020. While the proposals currently indicate that existing licenses will be converted, if we are not successful in our efforts to obtain a conversion of the existing licenses or cannot comply with the new conduct standards to be published at the same time under the Financial Sector Regulation Act, No. 9 of 2017, we may be stopped from continuing our financial services businesses in South Africa.
We may be subject to regulations regarding privacy, data use and/or security, which could adversely affect our business.
We are subject to regulations in a number of the countries in which we operate relating to the processing (which includes, inter alia, the collection, use, retention, security and transfer) of personal information about the people (whether natural or juristic) who use our products and services. The interpretation and application of user data protection laws are in a state of flux. These laws may be interpreted and applied inconsistently from country to country and our current data protection policies and practices may not be consistent with those interpretations and applications. Complying with these varying requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Any failure, or perceived failure, by us to comply with any regulatory requirements or international privacy or consumer protection-related laws and regulations could result in proceedings or actions against us by governmental entities or others, subject us to significant penalties and negative publicity. In addition, as noted above, we are subject to the possibility of security breaches, which themselves may result in a violation of these laws.
Amendments to the NCA were signed into law in South Africa in August 2019. Compliance with these amendments may adversely impact our micro-lending operations in South Africa.
In August 2019, the National Credit Amendment Bill, or debt-relief bill, was signed into law in South Africa. The effective date of the debt-relief bill has not yet been announced. We believe that the debt-relief bill will restrict the ability of financial services providers to provide lending products to certain low-income earners and will increase the cost of credit to these consumers. As a result, compliance with the debt-relief bill may adversely impact our micro-lending operations in South Africa. Furthermore, we expect that it will take us, and other financial services providers, some time to fully understand, interpret and implement this new legislation in our lending processes and practices. Non-compliance with the provisions of this new legislation may result in financial loss and penalties, reputational loss or other administrative punishment.
Risks Relating to our Common Stock
If we were deemed an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to conduct our business as an operating company and could have a material adverse effect on our business.
We are an operating company whose business is focused on developing and offering payment solutions, transaction processing services and financial technologies across multiple industries directly and through our wholly-owned subsidiaries. Our conduct, public filings and announcements hold us out as such an operating company and do not hold us out as being engaged in the business of investing, reinvesting or trading in securities. We own, and in the past have owned, certain assets that may be deemed to be “investment securities” within the meaning of Section 3(a)(2) of the Investment Company Act. The fluctuating value of our assets that may be deemed to be investment securities, could cause us to be deemed to be an “investment company” under the Investment Company Act if the value of such investment securities exceeds certain defined thresholds.
If we are deemed an investment company and not entitled to an exception or exemption from registration under the Investment Company Act, we would have to register as an investment company, modify our asset profile or otherwise change our business so that it falls outside the definition of an investment company under the Investment Company Act. Registering as an investment company pursuant to the Investment Company Act could, among other things, materially limit our ability to borrow funds or engage in other transactions and otherwise would subject us to substantial and costly regulation. Failure to register, if required, would significantly impair our ability to continue to engage in our business and would have a material adverse impact on our business and operations.
19
Our stock price has been and may continue to be volatile.
Our stock price has periodically experienced significant volatility. During the 2022 fiscal year, our stock price ranged from a low of $3.84 to a high of $6.97. We expect that the trading price of our common stock may continue to be volatile as a result of a number of factors, including, but not limited to the following:
• any adverse developments in litigation or regulatory actions in which we are involved;
• fluctuations in currency exchange rates, particularly the U.S. dollar/ZAR exchange rate;
• announcement of additional BEE transactions, especially one involving the issuance or potential issuance of equity securities or dilution or sale of our existing business in South Africa;
• quarterly variations in our operating results;
• significant fair value adjustments or impairment in respect of investments or intangible assets;
• announcements of acquisitions or disposals;
• the timing of, or delays in the commencement, implementation or completion of major projects;
• large purchases or sales of our common stock; and
• general conditions in the markets in which we operate.
Additionally, shares of our common stock can be expected to be subject to volatility resulting from purely market forces over which we have no control. If our business development plans are successful, we may require additional financing to continue to develop and exploit existing and new technologies, to expand into new markets and to make acquisitions, all of which may be dependent upon our ability to obtain financing through debt and equity or other means.
The put right we granted to the IFC Investors on the occurrence of certain triggering events may have adverse impacts on us.
In May 2016, we issued an aggregate of 9,984,311 shares of our common stock to the IFC Investors, of which, as of June 30, 2022, the IFC Investors held 7,366,866 shares. We granted the IFC Investors certain rights, including the right to require us to repurchase any share held by the IFC Investors pursuant to the May 2016 transaction upon the occurrence of specified triggering events, which we refer to as a “put right.” The put price per share will be the higher of the price per share paid to us by the IFC Investors and the volume-weighted average price per share prevailing for the 60 trading days preceding the triggering event, except that with respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered by the offeror. If a put triggering event occurs, it could adversely impact our liquidity and capital resources. In addition, the existence of the put right could also affect whether or on what terms a third party might in the future offer to purchase our company. Our response to any such offer could also be complicated, delayed or otherwise influenced by the existence of the put right.
Approximately 33% of our outstanding common stock is owned by two shareholders. The interests of these shareholders may conflict with those of our other shareholders.
There is a concentration of ownership of our outstanding common stock because approximately 33% of our outstanding common stock is owned by two shareholders. Based on their most recent SEC filings disclosing ownership of our shares, Value Capital Partners (Pty) Ltd, or VCP, and IFC Investors, beneficially own approximately 21% and 12% of our outstanding common stock as of June 30, 2022, respectively.
VCP has agreed, pursuant to an Amended Cooperation Agreement dated December 9, 2020, to refrain from acquiring more than 24.9% of our outstanding common stock, excluding shares that may be issued pursuant to a stock purchase agreement dated March 22, 2022, or taking certain actions, including acting in concert with others, that could result in a change of control of the Company. These restrictions remain in effect through to the business day immediately following our 2022 annual meeting of shareholders.
The interests of VCP and the IFC Investors may be different from or conflict with the interests of our other shareholders. As a result of the significant combined ownership by VCP and the IFC Investors, subject to the limitations applicable to VCP contained in the Amended Cooperation Agreement, they may be able, if they act together, to significantly influence the voting outcome of all matters requiring shareholder approval. This concentration of ownership may have the effect of delaying or preventing a change of control of our company, thus depriving shareholders of a premium for their shares, or facilitating a change of control that other shareholders may oppose.
We may seek to raise additional financing by issuing new securities with terms or rights superior to those of shares of our common stock, which could adversely affect the market price of such shares.
We may require additional financing to fund future operations, including expansion in current and new markets, programming development and acquisition, capital costs and the costs of any necessary implementation of technological innovations or alternative technologies, or to fund acquisitions. We may also wish to raise additional equity funding to reduce the amount of debt funding on our balance sheet.
20
Because of the exposure to market risks associated with economies in emerging markets, we may not be able to obtain financing on favorable terms or at all. If we raise additional funds by issuing equity securities, the percentage ownership of our current shareholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and voting power of shares of common stock. If we raise additional funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expense for us.
Issuances of significant amounts of stock in the future could potentially dilute your equity ownership and adversely affect the price of our common stock.
We believe that it is necessary to maintain a sufficient number of available authorized shares of our common stock in order to provide us with the flexibility to issue shares for business purposes that may arise from time to time. For example, we could sell additional shares to raise capital to fund our operations, to reduce debt or to acquire other businesses, issue shares in a BEE transaction, issue additional shares under our stock incentive plan or declare a stock dividend. Our board may authorize the issuance of additional shares of common stock without notice to, or further action by, our shareholders, unless shareholder approval is required by law or the rules of the NASDAQ Stock Market. The issuance of additional shares could dilute the equity ownership of our current shareholders and any such additional shares would likely be freely tradable, which could adversely affect the trading price of our common stock.
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, especially over companies that we may acquire, could have a material adverse effect on our business and stock price. Our management evaluation and auditor attestation regarding the effectiveness of our internal control over financial reporting as of June 30, 2022, excluded the operations of Connect. If we are not able to integrate Connect’s operations into our internal control over financial reporting, our internal control over financial reporting may not be effective.
Under Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes, we are required to furnish a management certification and auditor attestation regarding the effectiveness of our internal control over financial reporting. We are required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal control that materially affect, or are reasonably likely to materially affect, internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
The requirement to evaluate and report on our internal controls also applies to companies that we acquire. As a group of private companies, Connect was not required to comply with Sarbanes prior to the time we acquired it. The integration of Connect into our internal control over financial reporting is expected to require significant time and resources from our management and other personnel and may increase our compliance costs. If we fail to successfully integrate the operations of Connect, and any other acquisitions, into our internal control over financial reporting, our internal control over financial reporting may not be effective.
While we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, including with respect to Connect’s operations, failure to achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception of our business and our stock price.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions based upon U.S. laws, including federal securities laws or other foreign laws, against us or certain of our directors and officers and experts.
While Lesaka is incorporated in the state of Florida, United States, the company is headquartered in Johannesburg, South Africa and substantially all of the company’s assets are located outside the United States. In addition, the majority of Lesaka’s directors and all its officers reside outside of the United States and the majority of our experts, including our independent registered public accountants, are based in South Africa.
As a result, even though you could effect service of legal process upon Lesaka, as a Florida corporation, in the United States, you may not be able to collect any judgment obtained against Lesaka in the United States, including any judgment based on the civil liability provisions of U.S. federal securities laws, because substantially all of our assets are located outside the United States. Moreover, it may not be possible for you to effect service of legal process upon the majority of our directors and officers or upon our experts within the United States or elsewhere outside South Africa and any judgment obtained against any of our foreign directors, officers and experts in the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by a South African court.
21
South Africa is not a party to any treaties regarding the enforcement of foreign commercial judgments, as opposed to foreign arbitral awards. Accordingly, a foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which may be enforced by South African courts provided that:
• the court which pronounced the judgment had international jurisdiction and competence to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;
• the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);
• the judgment has not lapsed;
• the recognition and enforcement of the judgment by South African courts would not be contrary to public policy in South Africa, including observance of the rules of natural justice which require that no award is enforceable unless the defendant was duly served with documents initiating proceedings, that he or she was given a fair opportunity to be heard and that he or she enjoyed the right to be legally represented in a free and fair trial before an impartial tribunal;
• the judgment was not obtained by improper or fraudulent means;
• the judgment does not involve the enforcement of a penal or foreign revenue law or any award of multiple or punitive damages; and
• the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act 99 of 1978 (as amended), of the Republic of South Africa.
It has been the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. South African courts have awarded compensation to shareholders who have suffered damages as a result of a diminution in the value of their shares based on various actions by the corporation and its management. Although the award of punitive damages is generally unenforceable in the South African legal system, that does not mean that such awards are necessarily contrary to public policy. The award of punitive damages is governed by the relevant South African legislation, the Conventional Penalties Act 15 of 1962 (as amended).
Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. Further, if a foreign judgment is enforced by a South African court, it will be payable in South African currency unless approval is obtained from SARB or an Authorised Dealer of SARB, to settle the judgement in another currency. Also, under South Africa’s exchange control laws, the approval of SARB or an Authorised Dealer is required before a defendant resident in South Africa may pay money to a non-resident plaintiff in satisfaction of a foreign judgment enforced by a court in South Africa.
It is doubtful whether an original action based on United States federal securities laws may be brought before South African courts. A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South African courts. In reaching the foregoing conclusions in respect of South Africa, we consulted with our South African legal counsel, Cliffe Dekker Hofmeyr Inc.
22
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
ITEM 2.PROPERTIES
We lease our corporate headquarters facility which consists of approximately 87,000 square feet in Johannesburg, South Africa. We also lease properties throughout South Africa, including an approximately 36,000 square foot manufacturing facility in Lazer Park, Johannesburg, 213 financial services branches, 80 financial service express stores and 29 satellite branches. We also lease additional office space in Johannesburg, Cape Town and Durban, South Africa; and Gaborone, Botswana. These leases expire at various dates through 2028, assuming the exercise of options to extend. We believe that we have adequate facilities for our current business operations.
ITEM 3. LEGAL PROCEEDINGS
Resolution of NCR application for the cancelation of Moneyline’s registration as a credit provider
In September 2014, the NCR applied to the South African National Consumer Tribunal, or Tribunal, to cancel the registration of our subsidiary, Moneyline, for breach of the NCA based on an investigation concluded by it. We raised a number of procedural points in defense, and argument on these points was heard on November 27, 2015, before three tribunal members. Two ruled against us and one upheld our points. We appealed the majority ruling to the High Court. This matter was heard on December 4, 2018, by a full bench of the Pretoria High Court. In opposing this appeal, the NCR contended that our appeal had no basis and they raised, as a procedural point, that we should have joined the Tribunal as a party to the appeal proceedings. On August 30, 2019, it was ordered that the Tribunal be included in the appeal proceedings and this appeal was scheduled to be heard on October 27, 2021.
The parties settled the matter out of court in mid-October 2021. The settlement process included the NCR withdrawing its application to cancel our NCA registration with the Tribunal and we agreed to withdraw our appeal with the High Court. The settlement was made an order of the High Court on October 27, 2021. The parties agreed to pay their own costs related to this matter.
Litigation related to CPS
As a result of significant obligations relating to, and ongoing litigation arising out of, CPS’ SASSA contract, including the exhaustion of CPS’ legal appeals against a court judgment to repay additional SASSA implementation costs, CPS was placed into liquidation in October 2020. As a result, CPS’ liquidators are currently in control of the CPS liquidated estate and are managing the affairs in relation thereto. We have proven our claims and are noted as a creditor along with other creditors in the liquidated estate.
There are no other material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or of which any of our property is the subject.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
23
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market information
Our common stock is listed on The NASDAQ Global Select Market, or Nasdaq, in the United States under the symbol “LSAK” and on the JSE in South Africa under the symbol “LSK.” The Nasdaq is our principal market for the trading of our common stock.
Our transfer agent in the United States is Computershare Shareowner Services LLC, 480 Washington Blvd, Jersey City, New Jersey, 07310. According to the records of our transfer agent, as of August 31, 2022, there were 8 shareholders of record of our common stock. We believe that a substantially greater number of beneficial owners of our common stock hold their shares though banks, brokers, and other financial institutions (i.e. “street name”). Our transfer agent in South Africa is JSE Investor Services (Pty) Ltd, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, South Africa.
Dividends
We have not paid any dividends on shares of our common stock during our last two fiscal years and presently intend to retain future earnings to finance the expansion of the business. We do not anticipate paying any cash dividends in the foreseeable future. The future dividend policy will depend on our earnings, capital requirements, debt commitments, expansion plans, financial condition and other relevant factors.
Issuer purchases of equity securities
On February 5, 2020, our board of directors approved the replenishment of our existing share repurchase authorization to repurchase up to an aggregate of $100 million of common stock. The authorization has no expiration date. We did not repurchase any shares of our common stock during fiscal 2022.
24
Share performance graph
The chart below compares the five-year cumulative return, assuming the reinvestment of dividends, where applicable, on our common stock with that of the S&P 500 Index and the NASDAQ Industrial Index. This graph assumes $100 was invested on June 30, 2017, in each of our common stock, the companies in the S&P 500 Index, and the companies in the NASDAQ Industrial Index.
25
ITEM 6.[RESERVED]
26
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with Item 8—“Financial Statements and Supplementary Data.” In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See Item 1A— “Risk Factors” and “Forward Looking Statements.”
Overview
We are a provider of financial technology, or fintech, products and services to unbanked and underbanked individuals and small businesses, predominantly in South Africa. We have developed and own most of our payment technologies, and where possible, we utilize this technology to provide financial and value-added services to our customers by including them in the formal financial system.
Sources of Revenue
We generate our revenues by charging transaction fees to merchants, financial service providers, utility providers, bill issuers and consumers; by selling pinned airtime to merchants; by providing loans to merchants and consumers, and insurance products to consumers and by selling hardware, licensing software and providing related technology services to merchants.
We act as a service provider whereby we own and operate the technology and apply it in a system ourselves, charging one-time and ongoing fees for the use of the system either on a fixed or ad valorem basis. For instance, through the acquisition of Connect, we now provide cash management and payment services to merchant customers through a digital vault (safe asset) which is located at the customer’s premises and generate processing revenue from the provision of these services. We also offer merchant customers access to platforms through which we (a) generate revenue from the sale of prepaid airtime and (b) generate fees from distribution of VAS, including prepaid airtime, prepaid electricity, gaming voucher, and other services, to users of our platforms. We also generate fees from debit and credit card transaction processing and interest revenue from qualifying merchant customers who are able to access short-term loans. The revenue and costs associated with these services and sales are included in our merchant operating segment.
We provide consumers with bank accounts from which we generate a monthly fee and also charge fees on an ad valorem basis for goods and services purchased. Usage of our bank accounts also provides our customers with access to short-term loans and life insurance products. We also generate fees from consumers utilizing our ATM network. The revenue and costs associated with this approach are reflected in our consumer operating segment.
Developments during Fiscal 2022
This year has been one of enormous change for the Company with some transformational events occurring which we believe will set Lesaka on a new path of exciting growth, focused on the South African market as well as some of its neighboring countries. All of these events align with our mission of striving to bring financial inclusion to Merchants and Consumers in South Africa and building a world class fintech platform.
Adopting a new brand and identity
As we embarked on creating a world class financial technology platform and repositioning ourselves for growth, it became evident we required a new identity that would resonate with our customers and employees. It was important for our new identity to authentically express our commitment to the local communities we serve and our ambition to drive financial inclusion by giving ordinary people and small businesses access to essential financial services.
For thousands of years, livestock have been seen as a symbol of security, community and wealth and protecting one’s livestock was central to preserving the dignity and pride of a community. To ensure the best possible protection, an enclosure commonly known as a “kraal” in South Africa was built in the center of the community. A kraal is seen as the social and economic heart of a village and only the most reliable people are entrusted with its care and protection. The word Lesaka means Kraal in Setswana and Sesotho, two of South Africa’s official languages, and it was agreed by our shareholders that the existing company name Net1 should change to Lesaka, which aptly represents our new group and its vision.
As Lesaka, we are on a mission to build and protect the financial wellbeing of our communities and our intention is to protect the vulnerable and underserved, by providing widespread access to essential financial services.
27
Acquisition of Connect
On April 14, 2022 the Company completed its acquisition of Connect in South Africa, for ZAR 3.8 billion. The acquisition of Connect, a profitable, high-growth and leading South African fintech company, is transformational for Lesaka in its journey to become South Africa’s leading fintech platform.
The acquisition of Connect significantly advances Lesaka’s vision and is truly transformational for the Company. The acquisition adds significant scale to our legacy B2B offering, bringing 44,000 micro, small and medium enterprises into the Merchant business segment. We expect the complementary product offerings to create significant growth opportunities by enabling us to address the needs of approximately 1.4 million informal and approximately 700,000 formal micro, small and medium enterprises in South Africa.
Connect has demonstrated its ability to deliver excellent growth and profitability through its innovative solutions for micro, small and medium enterprises across South Africa, and its combination with Lesaka’s existing B2B operations creates a business with significant scale across all tiers.
Connect is highly profitable with strong unit economics – delivering an historic three-year compound annual growth rate in EBITDA in excess of 40% for its financial year ended February 28, 2022.
Connect has significant opportunities for continued growth within its current addressable market, estimated at more than ZAR 100 billion ($6.6 billion), in merchant financial services for MSMEs in South Africa. Further, this addressable market has strong secular growth due to MSMEs shifting from manual to digitized cash management and from physical cash to digital payment methods.
Connect fills four key gaps in Lesaka’s product offering, namely the provision of value-added services directly to MSME’s, digitized cash management, merchant acquiring and merchant lending. On the other hand, Net1’s legacy businesses bring issuing, insurance and consumer financial services infrastructure to Connect. Offering multiple products to a single customer reduces churn, increases take-rate and improves unit economics.
Refer to Note 3 to our audited consolidated financial statements for additional information related to the acquisition.
Our strategic focus areas
During this fiscal year, we communicated the following four key pillars which we believe are critical to the successful transformation of our company to becoming a leading South African full-service fintech platform:
Rapidly growing the merchant business;
Returning the consumer business to profitability;
Transforming our organization into a world class fintech platform; and
Strengthening our relationships with key stakeholders.
Focused effort throughout the year on each of these pillars has delivered positive momentum, repositioning the business to capture the long-term growth opportunities across both our merchant and consumer businesses.
Rapid growth of our merchant business
As discussed above, the transformational acquisition of Connect, was key in delivering on this focus area. With market leading affordable products and technologies, Connect is well positioned to continue its growth in the MSME sector. Connect’s MSME offering, combined with our EasyPay platform targeting the larger merchants, and our point-of-sale business, provides a suite of products and services to address the needs of the entire spectrum of merchants in South Africa.
Mr. Steve Heilbron, CEO of Connect, joined our board on April 14, 2022, and will be responsible for heading up our Merchant business. Integrating Connect will be a focus area for us going forward, to ensure we capitalize on the growth opportunity delivered by this acquisition.
Returning the Consumer business to profitability
We have made significant progress in returning the Consumer segment to profitability as is evident from our segment reporting. However, transforming the business and culture, from one which was focused on the logistics of efficiently distributing grants to over ten million grant recipients each month, to a sales focused organization remains a challenge we are focused on. We have spent a lot of time and resources on training and building our sales force, but this remains a work in progress.
28
The Consumer segment has shown considerable improvement in performance from a year ago and the positive momentum has been achieved through focusing on three key levers:
Increasing active EPE account numbers, through driving customer acquisition;
Improving ARPU, underpinned by increased cross selling; and
Optimizing the cost structure, in line with a focus on customer centricity.
Progress on driving customer acquisition
During fiscal 2022, we grew our total customer base by approximately 157,000 net active customers of which around 31,000 were EPE lite customers and around 126,000 were EPE customers, ending the year with just over 1.168 million active customers. This active account growth is slower than what we had anticipated. We did, however, register 256,000 gross account openings during the year, and have started to see the benefits of a workstream focusing on improving account activation and utilization that was initiated during the third quarter.
There has been enormous focus during the year on how to optimize our points of presence and upskill our employees in order to drive these numbers. This process has taken longer than originally expected, but with our improved data analytics and ongoing market research we believe we have made major progress and expect to see improvements in the next fiscal year arising from this customer centric approach.
Progress on cross selling
ARPU remains broadly within our targeted ARPU range. We had approximately 396,000 active loans at the end of the quarter, representing a 36% penetration of our active EPE customer base, with a total loan book of ZAR 349 million ($21.5 million) as of June 30, 2022, up 4% in ZAR compared with June 2021. The average loan size grew to ZAR 1,461, while the portfolio loss ratio, calculated as the loans written off during the period as a percentage of the total loan book, remains encouragingly low at around 1.00% for the quarter (i.e. approximately 4% per annum), as a result of our ongoing application of prudent credit scoring and a culture of responsible lending.
Our funeral insurance product provides an important growth opportunity for our cross-selling strategy, with penetration levels now around 19% of the active account base. Over 40,500 new standalone policies were initiated during the year, growing the total number of active policies to approximately 259,000, up 8.3% compared with June 2021.
Progress on cost optimization
In order to optimize the overall cost base and to move the business towards a sales-focused and client solution driven financial services organization, we launched Project Spring during the 2022 financial year. Project Spring focused on the restructuring of our financial services business and the rationalization of the distribution network. Pursuant to Project Spring, a detailed review of the distribution network was performed to identify underperforming branches and optimize our points of presence to meet the needs of our customer base.
We also embarked on a retrenchment process that resulted in our headcount reducing by approximately 800 at a total cost during the third quarter of fiscal 2022 of $5.9 million. Please refer to Note 1 to our audited consolidated financial statements for additional information.
In addition, significant progress has been made on optimizing our cash distribution and ATM network. Our large fleet of mobile ATMs and the associated distribution and security costs have been eliminated. Following a review of the ATM placements, over 50% of our ATM network are now positioned in retailers, providing greater footfall and longer operating hours compared to our branches.
We estimate that the aggregate annualized cost saving for Project Spring is over ZAR 300.0 million.
We continue with our cost optimization efforts despite the completion of Project Spring and its significant achievements. In particular, we are re-examining the performance of all our points of presence and increasingly looking to partner with various retailers, rather than having our own dedicated brick and mortar branches. Furthermore, following the recent acquisition of Connect we are working on how to optimize the cash movement processes of the two businesses.
Transforming our organization into a world class fintech platform
Building a world class fintech platform requires highly talented people, an environment where they can outperform and a clear vision and strategy, where everyone is aligned and understands their role in achieving that vision.
During the fiscal year, we brought in a significant number of experienced, high quality executives to enhance the leadership of the organization. This has been further enhanced by the strong management team that has driven the success of Connect. The leadership team has deep and relevant experience to deliver on the mission of the Company, with the necessary governance structures in place.
29
The South African Competition Tribunal’s approval of the Connect acquisition was subject to the company implementing an employee share transaction (“ESOP”) of at least 3% of the issued shares of the company, to increase the spread of ownership by historically disadvantaged people and workers. If within 24 months of the implementation date of the Connect transaction, the company generates a positive net profit for 3 consecutive quarters, the ESOP shall increase to 5% of the issued shares. The final structure of the ESOP is contingent on shareholder approval and relevant regulatory and governance approvals and will only be implemented during fiscal 2023.
Strengthening our relationships with key stakeholders
We continue to build our relationship with SASSA through proactive engagement at a local, provincial and national level, to gain a better understanding of their needs and how we can help and improve the delivery of social grants to over 12 million grant recipients.
We have also made good progress on building relationships with our various key stakeholders, be it shareholders, regulators, suppliers and other participants in our sectors.
Investments
There has been no change to the carrying value of our investment in MobiKwik during fiscal 2022. MobiKwik filed its draft red herring prospectus in July 2021, with the original intention of completing its initial public offering in November 2021. MobiKwik decided to delay its initial public offering given prevailing market conditions and will reassess their options as market conditions change. MobiKwik has been focusing on its buy now pay later (“BNPL”) offering and has seen significant growth in that area in the last year. It continues to grow strongly and is also considering plans for raising additional capital privately.
On March 15, 2022, Blue Label Telecoms Limited, the largest shareholder in Cell C, announced that it has concluded a non-binding term sheet (“Umbrella Restructure Term Sheet”) with Cell C and various Cell C financial stakeholders. In terms of the Umbrella Restructure Term Sheet, Cell C will be restructured and refinanced with the purpose of deleveraging its balance sheet, providing it with liquidity with which to operate and grow its businesses and to position itself to achieve long term success for the benefit of its customers, employees, creditors, shareholders, and other stakeholders. The long form agreements, which will be binding, are currently in process of preparation and will incorporate the terms and conditions contained in the Umbrella Restructure Term Sheet. The latest public announcements have indicated that the recapitalization is expected to close by the middle of September 2022. Our investment in Cell C is held at a carrying value of $0 (zero) as of June 30, 2022.
Impact of COVID-19
During the fiscal year, we did not experience any significant disruptions from the COVID-19 outbreak, and the risk relating to the outbreak appears to have substantially reduced.
Critical Accounting Policies
Our audited consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques. Management believes that the following accounting policies are critical due to the degree of estimation required and the impact of these policies on the understanding of the results of our operations and financial condition.
Business Combinations and the Recoverability of Goodwill
A significant component of our growth strategy is to acquire and integrate businesses that complement our existing operations. The purchase price of an acquired business is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair value at the date of purchase. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. In determining the fair value of assets acquired and liabilities assumed in a business combination, we use various recognized valuation methods, including present value modeling. Further, we make assumptions using certain valuation techniques, including discount rates and timing of future cash flows.
We review the carrying value of goodwill annually or more frequently if circumstances indicating impairment have occurred. In performing this review, we are required to estimate the fair value of goodwill that is implied from a valuation of the reporting unit to which the goodwill has been allocated after deducting the fair values of all the identifiable assets and liabilities that form part of the reporting unit. The determination of the fair value of a reporting unit requires us to make significant judgments and estimates. In determining the fair value of reporting units for fiscal 2022 and 2021, we considered entity-specific growth rates, future expected cash flows to be used in our discounted cash flow model, and the weighted-average cost of capital applicable to peer and industry comparables of the reporting units. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. In addition, we make judgments and assumptions in allocating assets and liabilities to each of our reporting units.
30
The results of our impairment tests during fiscal 2022 and 2021 indicated that the fair value of our reporting units exceeded their carrying values and so did not require impairment.
Intangible Assets Acquired Through Acquisitions
The fair values of the identifiable intangible assets acquired through acquisitions were determined by management using the purchase method of accounting. We completed the acquisition of Connect during fiscal 2022 where we identified and recognized intangible assets. We used the relief from royalty method to value identified brands and the multi-period excess earnings method to value the integrated platform and identified customer relationships. We have used the relief from royalty method, the multi-period excess earnings method, the income approach and the cost approach to value other historic acquisition-related intangible assets. In so doing, we made assumptions regarding expected future revenues and expenses to develop the underlying forecasts, applied contributory asset charges, discount rates, exchange rates, cash tax charges and useful lives.
The valuations were based on information available at the time of the acquisition and the expectations and assumptions that were deemed reasonable by us. No assurance can be given, however, that the underlying assumptions or events associated with such assets will occur as projected. For these reasons, among others, the actual cash flows may vary from forecasts of future cash flows. To the extent actual cash flows vary, revisions to the useful life or impairment of intangible assets may be necessary. Management assess the useful life of the acquired intangible assets upon initial recognition and revisions to the useful life or impairment of these intangible assets may be necessary in the future. For instance, in the recently closed Connect transaction, management has assigned useful lives to the acquired intangible assets as follows: (a) integrated platform – 10 years; (b) customer relationships – 8 years; and (c) brands – 10 years.
Revenue recognition – principal versus agent considerations
We generate revenue from the provision of transaction-processing services through our various platforms and service offerings. We use these platforms to (a) sell prepaid airtime and (b) distribute VAS, including prepaid airtime, prepaid electricity, gaming voucher, and other services, to users of our platforms. The determination of whether we act as a principal or as an agent when providing these services requires a significant amount of judgement and is based on whether (i) we are primarily responsible for fulfilling the promise to provide the specified goods or service, (ii) we have inventory risk before the specified good or service has been transferred to a customer and (iii) we have discretion in establishing the price for the specified good or service. When we are the principal in a transaction, such as when we purchase (and thus control and assume inventory risk) prepaid airtime before selling it to customers utilizing our platform, revenue is reported on a gross basis. When we are an agent in a transaction, such as when we distribute VAS on behalf of our customers, and do not control the good or service to be provided, revenue is recognized based on the amount that we are contractually entitled to receive for performing the distribution service on behalf of our customers using our platform.
Valuation of investment in Cell C
We have elected to measure our investment in Cell C, an unlisted equity security, at fair value using the fair value option. Changes in the fair value of this equity security are recognized in the caption “change in fair value of equity securities” in our audited consolidated statements of operations. The tax impact related to the change in fair value of equity securities is included in income tax expense in our audited consolidated statements of operation. The determination of the fair value of this equity security requires us to make significant judgments and estimates. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Refer to Note 6 of our audited consolidated financial statements regarding the valuation inputs and sensitivity related to our investment in Cell C.
We used a discounted cash flow model to determine the fair value of our investment in Cell C as of June 30, 2022 and 2021, and valued Cell C at $0.0 (zero) as of each of June 30, 2022 and 2021. We utilized the latest approved business plan provided by Cell C management for the period ended December 31, 2026, for the June 30, 2022 and 2021 valuations, and the following key valuation inputs were used:
Weighted Average Cost of Capital: | Between 16% and 24% over the period of the forecast |
Long-term growth rate: | 3% (3% as of June 30, 2021) |
Marketability discount: | 10% |
Minority discount: | 15% |
Net adjusted external debt - June 30, 2022:(1) | ZAR 13.5 billion ($0.8 billion), no lease liabilities included |
Net adjusted external debt - June 30, 2021:(2) | ZAR 11.2 billion ($0.8 billion), no lease liabilities included |
(1) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2022.
(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021.
We believe the Cell C business plan is reasonable based on the current performance and the expected changes in the business model. Refer to the sensitivity analysis included in Note 6 to our audited consolidated financial statements related to our valuation of Cell C as of June 30, 2022.
31
Recoverability of equity securities and equity-accounted investments
We review our equity securities and equity-accounted investments for impairment whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. In performing this review, we are required to estimate the fair value of our equity-accounted investments and other equity securities. The determination of the fair value of these investments requires us to make significant judgments and estimates.
Other equity securities include our investments in MobiKwik and CPS. These equity securities do not have readily determinable fair values and therefore we have elected to measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. If we identify an impairment indicator related to these equity securities, we are required to assess the carrying value of these equity securities against their fair value. We did not identify any impairment indicators during each of fiscal 2022, 2021 and 2020, and therefore did not recognize any impairment losses related to these equity securities during those years.
The determination of the fair value of an investment requires us to make significant judgments and estimates. We are required to base our estimates on assumptions which we believe to be reasonable, but these assumptions may be unpredictable and inherently uncertain.
The Company did not identify any observable transactions during the year ended June 30, 2022, and therefore there was no change in the fair value of MobiKwik during the year. During the year ended June 30, 2021, MobiKwik entered into a number of separate agreements with new shareholders to raise additional capital through the issuance of additional shares. Specifically, we used the following transactions as the basis for our fair value adjustments to our investment in MobiKwik during the year ended June 30, 2021: (i) in early November 2020, $135.54 per share; (ii) in March 2021, $170.33 per share; and (iii) in June 2021, $245.50 per share. We considered each of these transactions to be an observable price change in an orderly transaction for similar or identical equity securities issued by MobiKwik. Accordingly, the carrying value of our investment in MobiKwik increased from $27.0 million as of June 30, 2020, to $76.3 million as of June 30, 2021. The change in the fair value of MobiKwik for the year ended June 30, 2021, of $49.3 million, is included in the caption “Change in fair value of equity securities” in our audited consolidated statement of operations for the year ended June 30, 2021.
We did not identify any impairment indicators during fiscal 2022 and therefore did not recognize any impairment losses related to our equity-accounted investments during that year. We performed impairment assessments during fiscal 2021 and 2020, for certain of our equity-accounted investments following the identification of certain impairment indicators. The results of our impairment tests during fiscal 2021 and 2020, resulted in impairments of $21.1 million and $33.8 million, respectively, related to our equity-accounted investments. These impairments are discussed in Note 9 to our audited consolidated financial statements.
For fiscal 2021, in determining the fair value of certain of our equity-accounted investments, we have considered (i) for Finbond specifically, as it is listed on the Johannesburg Stock Exchange, its market price as of the impairment assessment date, adjusted for a liquidity discount of 15%, and (ii) the net asset value of the equity-accounted investment being assessed as a proxy of fair value because reasonable cash flow forecasts were not available.
For fiscal 2020, in determining the fair value of certain of our equity-accounted investments, we have considered (i) for DNI specifically, the fair value of consideration received on April 1, 2020, adjusted for the accumulated foreign currency translation reserve, (ii) dividend discount models based on projected cash flows, adjusted for identified risks, (iii) various multiples applicable to peer and industry comparables of certain of our equity-accounted investments, and (iv) the net asset value of the equity-accounted investment being assessed as a proxy of fair value because reasonable cash flow forecasts were not available.
We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. The fair value of our investment in Finbond is sensitive to movements in its market price, which is quoted in ZAR, because we use the market price as the basis of our valuation.
Deferred Taxation
We estimate our tax liability through the calculations done for the determination of our current tax liability, together with assessing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities which are disclosed on our balance sheet.
Management then has to assess the likelihood that deferred tax assets are more likely than not to be realized in the foreseeable future. A valuation allowance is created if it is determined that a deferred tax asset will not be realized in the foreseeable future. Any change to the valuation allowance would be charged or credited to income in the period such determination is made. In assessing the need for a valuation allowance, historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and practicable tax planning strategies are considered. During fiscal 2022, we recorded a net decrease of $1.7 million, to our valuation allowance, and during fiscal 2021 and 2020, respectively, we recorded a net increase of $1.5 million and $13.4 million. As of June 30, 2022 and 2021, the valuation allowance related to deferred tax assets was $117.1 million and $118.8 million, respectively.
32
Stock-based Compensation
Management is required to make estimates and assumptions related to our valuation and recording of stock-based compensation charges under current accounting standards. These standards require all share-based compensation to employees to be recognized in the statement of operations based on their respective grant date fair values over the requisite service periods and also requires an estimation of forfeitures when calculating compensation expense.
We utilize the Cox Ross Rubinstein binomial model to measure the fair value of stock options granted to employees and directors. We have also utilized a bespoke adjusted Monte Carlo simulation discounted cash flow model to measure the fair value of restricted stock with market conditions granted to employees and directors. The stock-based compensation cost related to these valuations has been recognized on a straight-line basis. These valuation models require estimates of a number of key valuation inputs including expected volatility, expected dividend yield, expected term and risk-free interest rate. Our management has estimated forfeitures based on historic employee behavior under similar compensation plans. The fair value of stock options is affected by the assumptions selected. The fair value calculation is especially sensitive to our valuation assumption with respect to expected volatility. For instance, a 5% increase (to 55%) or decrease (to 45%) in the expected volatility used (of 50%) to value stock options granted in February 2022, would result in a charge that was 9% higher (if 55% were used) or 9% lower (if 45% were used). Net stock-based compensation expense from continuing operations was $3.0 million, $0.3 million and $1.7 million for fiscal 2022, 2021 and 2020, respectively.
Accounts Receivable and Allowance for Doubtful Accounts Receivable
We maintain an allowance for doubtful accounts receivable related to our Consumer and Merchant segments with respect to sales or rental of hardware, support and maintenance services provided; or sale of licenses to customers; or the provision of transaction processing services to our customers.
Our policy is to regularly review the aging of outstanding amounts due from customers and adjust the provision based on management’s estimate of the recoverability of the amounts outstanding.
Management considers factors including period outstanding, creditworthiness of the customers, past payment history and the results of discussions by our credit department (and in some cases including our sales and finance teams) with the customer. We consider this policy to be appropriate taking into account factors such as historical bad debts, current economic trends and changes in our customer payment patterns. Additional provisions may be required should the ability of our customers to make payments when due deteriorate in the future. Judgment is required to assess the ultimate recoverability of these receivables, including ongoing evaluation of the creditworthiness of each customer.
Lending
Consumer microlending
We maintain an allowance for doubtful finance loans receivable related to our Consumer services segment with respect to short-term loans to qualifying customers. Our policy is to regularly review the ageing of outstanding amounts due from borrowers and adjust the provision based on management’s estimate of the recoverability of finance loans receivable. We write off microlending loans and related service fees if a borrower is in arrears with repayments for more than three months or dies.
Credit bureau checks as well as an affordability test are conducted as part of the origination process, both of which being in line with local regulations. We consider this policy to be appropriate because the affordability test we perform takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses. Additional allowances may be required should the ability of our customers to make payments when due deteriorates in the future. A significant amount of judgment is required to assess the ultimate recoverability of these finance loan receivables, including ongoing evaluation of the creditworthiness of each customer.
Merchant lending
We maintain an allowance for doubtful finance loans receivable related to our Merchant services segment with respect to short-term loans to qualifying merchant customers. Our policy is to regularly review the ageing of outstanding amounts due from these merchants and an allowance is created for the full amount outstanding if the customer is in arrears for more than 15 days. We write off loans and related interest and fees when it is evident that reasonable recovery procedures, including where deemed necessary, formal legal action, have failed.
Our risk management procedures include adhering to our proprietary lending criteria which uses an online-system loan application process, obtaining necessary customer transaction-history data and credit bureau checks. We consider these procedures to be appropriate because it takes into account a variety of factors such as the customer’s credit capacity and customer-specific risk factors when originating a loan.
33
Recent Accounting Pronouncements
Recent accounting pronouncements adopted
Refer to Note 2 of our audited consolidated financial statements for a full description of recent accounting pronouncements, including the dates of adoption and effects on financial condition, results of operations and cash flows.
Recent accounting pronouncements not yet adopted as of June 30, 2022
Refer to Note 2 of our audited consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of June 30, 2022, including the expected dates of adoption and effects on 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 | June 30, | ||||
| 2022 |
| 2021 |
| 2020 |
ZAR : $ average exchange rate | 15.2154 |
| 15.4146 |
| 15.6775 |
Highest ZAR : $ rate during period | 16.2968 |
| 17.6866 |
| 19.0569 |
Lowest ZAR : $ rate during period | 14.1630 |
| 13.4327 |
| 13.8973 |
Rate at end of period | 16.2903 |
| 14.3010 |
| 17.3326 |
34
Translation Exchange Rates
We are required to translate our results of operations from ZAR to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the years ended June 30, 2022, 2021 and 2020, vary slightly from the averages shown in the table above. The translation rates we use in presenting our results of operations are the rates shown in the following table:
|
|
|
|
|
|
Table 2 | June 30, | ||||
| 2022 |
| 2021 |
| 2020 |
Income and expense items: $1 = ZAR | 15.1978 |
| 15.7162 |
| 17.5686 |
Balance sheet items: $1 = ZAR | 16.2903 |
| 14.3010 |
| 17.3326 |
Results of operations
The discussion of our consolidated overall results of operations is based on amounts as reflected in our audited consolidated financial statements which are prepared in accordance with U.S. GAAP. We analyze our results of operations both in U.S. dollars, as presented in the audited consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the entities which contribute the majority of our results and is the currency in which the majority of our transactions are initially incurred and measured. 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.
During November 2021, our chief operating decision maker changed the Company’s operating and internal reporting structures following the establishment of a new management team and the Company’s decision to focus primarily on the South African market. The chief operating decision maker decided to analyze our operating performance primarily based on operational lines which group financial services provided to customers (consumers) into the Consumer operating segment and goods and services provided to corporate and other juristic entities into the Merchant operating segment. Refer to Note 21 in our audited consolidated financial statements for additional information.
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 presented in our audited consolidated financial statements is included in Note 21 to those statements. Our chief operating decision maker 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”). We do not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring 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. The Lease adjustments reflect lease charges excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense. A reconciliation of this Segment Adjusted EBITDA to net income (loss) before income tax is included in Note 21 to our consolidated financial statements. Unless otherwise stated, reference to EBITDA in the discussion below relates to Segment Adjusted EBITDA.
Fiscal 2022 includes consolidation of Connect from April 14, 2022. We deconsolidated CPS from June 1, 2020 and its results are excluded from that date. We disposed of our South Korean operation in the third quarter of fiscal 2020 and it has been presented as a discontinued operation for fiscal 2020. We used the equity method to account for DNI in fiscal 2020. We disposed of FIHRST during the second quarter of fiscal 2020 and its contribution to our reported results is excluded from December 1, 2019. Refer also to Note 3, Note 9 and Note 24 to the audited consolidated financial statements for additional information regarding these transactions.
We analyze our business and operations in terms of three inter-related but independent operating segments: (1) Consumer, (2) Merchant and (3) Other. In addition, corporate and corporate office activities that are impracticable to ascribe directly to any of the other operating segments, as well as any inter-segment eliminations, are included in Corporate/Eliminations.
35
Fiscal 2022 Compared to Fiscal 2021
The following factors had a significant influence on our results of operations during fiscal 2022 as compared with the same period in the prior year:
Higher revenue: Our revenues increased 65% in ZAR, primarily due to the contribution from Connect, an increase in hardware sales, an increase in merchant transaction processing fees, and a moderate increase in lending and insurance revenues;
Lower operating losses: Operating losses decreased, delivering an improvement of 28% in ZAR compared with the prior period primarily due to the positive contribution from Connect, the closure of the loss-making IPG operations and the implementation of various cost reduction initiatives in our Consumer business, which was partially offset by an increase in acquisition related intangible asset amortization and transaction costs. During fiscal 2022, we recorded a reorganization charge of $5.9 million related to the retrenchment process we commenced in January 2022;
Significant transaction costs: We expensed $6.0 million of transaction costs related to the Connect acquisition; and
Foreign exchange movements: The U.S. dollar was 3% stronger against the ZAR during fiscal 2022, which impacted our reported results.
Consolidated overall results of operations
This discussion is based on the amounts prepared in accordance with U.S. GAAP.
The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:
Table 3 | In U.S. Dollars | ||||
| Year ended June 30, | ||||
| 2022 |
| 2021 |
| $ % |
| $ ’000 |
| $ ’000 | change | |
Revenue | 222,609 |
| 130,786 |
| 70% |
Cost of goods sold, IT processing, servicing and support | 168,317 |
| 96,248 |
| 75% |
Selling, general and administration | 74,993 |
| 84,063 |
| (11%) |
Depreciation and amortization | 7,575 |
| 4,347 |
| 74% |
Reorganization costs | 5,894 |
| - |
| nm |
Transaction costs related to Connect acquisition | 6,025 |
| - |
| nm |
Operating loss | (40,195) |
| (53,872) |
| (25%) |
Gain related to fair value adjustment to currency options | 3,691 |
| - |
| nm |
Loss on disposal of equity-accounted investment | 376 |
| 13 |
| 2,792% |
Gain on disposal of equity securities | 720 |
| - |
| nm |
Change in fair value of equity securities | - |
| 49,304 |
| nm |
Loss on disposal of equity-accounted investment - Bank Frick | - |
| 472 |
| nm |
Interest income | 2,089 |
| 2,416 |
| (14%) |
Interest expense | 5,829 |
| 2,982 |
| 95% |
Loss before income tax expense | (39,900) |
| (5,619) |
| 610% |
Income tax expense | 327 |
| 7,560 |
| (96%) |
Net loss before loss from equity-accounted investments | (40,227) |
| (13,179) |
| 205% |
Loss from equity-accounted investments | (3,649) |
| (24,878) |
| (85%) |
Net loss attributable to us | (43,876) |
| (38,057) |
| 15% |
36
Table 4 | In South African Rand | ||||
| Year ended June 30, | ||||
| 2022 |
| 2021 |
| ZAR % |
| ZAR ’000 |
| ZAR ’000 | change | |
Revenue | 3,383,166 |
| 2,055,459 |
| 65% |
Cost of goods sold, IT processing, servicing and support | 2,558,047 |
| 1,512,653 |
| 69% |
Selling, general and administration | 1,139,728 |
| 1,321,151 |
| (14%) |
Depreciation and amortization | 115,123 |
| 68,318 |
| 69% |
Reorganization costs | 89,576 |
| - |
| nm |
Transaction costs related to Connect acquisition | 91,567 |
| - |
| nm |
Operating loss | (610,875) |
| (846,663) |
| (28%) |
Gain related to fair value adjustment to currency options | 56,095 |
| - |
| nm |
Loss on disposal of equity-accounted investment | 5,714 |
| 204 |
| 2,701% |
Gain on disposal of equity securities | 10,942 |
| - |
| nm |
Change in fair value of equity securities | - |
| 774,872 |
| nm |
Loss on disposal of equity-accounted investment - Bank Frick | - |
| 7,418 |
| nm |
Interest income | 31,748 |
| 37,970 |
| (16%) |
Interest expense | 88,587 |
| 46,866 |
| 89% |
Loss before income tax expense | (606,391) |
| (88,309) |
| 587% |
Income tax expense | 4,970 |
| 118,814 |
| (96%) |
Net loss before loss from equity-accounted investments | (611,361) |
| (207,123) |
| 195% |
Loss from equity-accounted investments | (55,457) |
| (390,988) |
| (86%) |
Net loss attributable to us | (666,818) |
| (598,111) |
| 11% |
The increase in revenue was primarily due to the inclusion of Connect, which has substantial low margin prepaid airtime sales in addition to its core processing revenue, an increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues.
The increase in cost of goods sold, IT processing, servicing and support was primarily due to the inclusion of Connect, an increase in the cost of hardware sales, higher costs related to transaction fees and an increase in insurance-related claims experience, which were partially offset by the benefits of various cost reduction initiatives in our Consumer business.
In ZAR, the decrease in selling, general and administration expenses was primarily due to lower IPG-related expenses incurred following its closure, some benefits from our cost reduction initiatives, as well as a recalibration, in June 2022, of our allowance for doubtful microlending finance loans receivable, in our Consumer business, from 10% of the lending book outstanding to 6.5% of the lending book, which resulted in a release from the allowance in fiscal 2022. These reductions were partially offset by the inclusion of expenses related to Connect’s operations, higher employee-related expenses related to the expansion of our senior management team, and the year-over-year impact of inflationary increases on employee-related expenses.
Depreciation and amortization expense increased in fiscal 2022 compared with fiscal 2021 due to the inclusion of acquisition-related intangible asset amortization related to intangible assets identified pursuant to the Connect acquisition, as well as the inclusion of depreciation expense related to Connect’s property, plant and equipment.
We embarked on a retrenchment process on January 10, 2022, and incurred reorganization expenses of $5.9 million during fiscal 2022.
Transaction costs related to Connect acquisition includes fees paid to external service providers associated with the contract drafting and negotiations; corporate finance advisory services; legal, financial and tax due diligence activities performed; warranty and indemnity insurance related to the transaction; and other advisory services procured; as well as our portion of the fees paid to competition authorities related to the regulatory filings made in various jurisdictions.
Our operating loss margin in fiscal 2022 and 2021 was (18.1%) and (41.2%), respectively. Adjusting for the restructuring and transaction costs incurred, the underlying operating loss margin in fiscal 2022 was (12.7%). We discuss the components of operating loss margin under “—Results of operations by operating segment.”
The change in fair value of equity securities during fiscal 2021 represents a non-cash fair value adjustment gain related to MobiKwik. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 9 to our consolidated financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Note 6 for the methodology and inputs used in the fair value calculation for Cell C.
37
Gain related to fair value adjustment to currency options represents the realized gain related to foreign exchange option contracts entered into in November 2021 in order to manage the risk of currency volatility and to fix the USD amount to be utilized for part of the Connect purchase consideration settlement. The foreign exchange option contracts matured on February 24, 2022. Refer to Note 6 to our consolidated financial statements for additional information related to these currency options.
We recorded a gain of $0.7 million related to the disposal of our entire interest in an equity security during fiscal 2022. Refer to Note 9 to our consolidated financial statements for additional information regarding this gain.
We recorded a loss of $0.4 million related to the disposal of a minor portion of our investment in Finbond during fiscal 2022. Refer to Note 9 to our consolidated financial statements for additional information regarding these disposals.
We recorded a loss of $0.5 million related to the disposal of Bank Frick during fiscal 2021.
Interest on surplus cash decreased to $2.1 million (ZAR 31.7 million) from $2.4 million (ZAR 38.0 million), primarily due to the utilization of a significant portion of our surplus cash reserves to acquire Connect as well as lower average daily cash balances in fiscal 2022.
Interest expense increased to $5.8 million (ZAR 88.6 million) from $3.0 million (ZAR 46.9 million), primarily as a result of additional interest expense incurred related to borrowings obtained to partially fund the acquisition of Connect, interest expenses incurred in Connect to fund our cash management, digitization and VAS offerings, and a higher utilization of our facilities to fund our ATMs.
Fiscal 2022 tax expense was $0.3 million (ZAR 5.0 million) compared to $7.6 million (ZAR 118.8 million) in fiscal 2021. Our effective tax rate for fiscal 2022 was impacted by the tax expense recorded by our profitable South African operations, a deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses (including transaction expenses related to the acquisition of Connect), the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.
Our effective tax rate for fiscal 2021 was impacted by the tax effect on the change in the fair value of our equity securities, which is at a lower tax rate than the South African statutory rate, the tax charge related to our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of our equity-accounted investments following its impairment.
The disposal of certain of our equity-accounted investments in fiscal 2021 and 2020, as well as a number of impairments, has impacted the comparability of our loss from equity-accounted investments. We disposed of our investment in Bank Frick in fiscal 2021. The largest impairment recorded in fiscal 2021 related to our investment in Finbond following a slow-down in its business activity and lower listed share price. Refer to Note 9 to our audited consolidated financial statements for additional information regarding our equity-accounted investments, including disclosure regarding the disposals and impairments. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first half and its annual results during our fourth quarter. The table below presents the relative loss from our equity accounted investments:
Table 5 | Year ended June 30, |
|
| ||
| 2022 |
| 2021 |
| $ % |
| $ ’000 |
| $ ’000 |
| change |
Finbond | (3,665) |
| (22,009) |
| (83%) |
Share of net (loss) income | (3,665) |
| (4,359) |
| (16%) |
Impairment | - |
| (17,650) |
| nm |
Bank Frick | - |
| 1,156 |
| nm |
Share of net income | - |
| 1,156 |
| nm |
Other | 16 |
| (4,025) |
| nm |
Share of net income (loss) | 16 |
| (531) |
| nm |
Impairment | - |
| (3,494) |
| nm |
Total loss from equity-accounted investment | (3,649) |
| (24,878) |
| (85%) |
38
Results of operations by operating segment
The composition of revenue and the contributions of our business activities to operating (loss) income are illustrated below:
Table 6 |
| In U.S. Dollars | ||||||||
|
| Year ended June 30, | ||||||||
|
| 2022 |
| % of |
| 2021 |
| % of |
| % |
Operating Segment | $ ’000 | total | $ ’000 | total | change | |||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| 65,932 |
| 30% |
| 66,149 |
| 51% |
| (0%) |
Merchant |
| 155,366 |
| 70% |
| 61,478 |
| 47% |
| 153% |
Other |
| 1,695 |
| 1% |
| 3,318 |
| 3% |
| (49%) |
Subtotal: Operating segments |
| 222,993 |
| 100% |
| 130,945 |
| 100% |
| 70% |
Corporate/Eliminations |
| (384) |
| - |
| (159) |
| - |
| 142% |
Consolidated revenue |
| 222,609 |
| 100% |
| 130,786 |
| 100% |
| 70% |
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| (22,232) |
| 78% |
| (26,303) |
| 58% |
| (15%) |
Merchant |
| 11,305 |
| (39%) |
| 4,728 |
| (10%) |
| 139% |
Other |
| 503 |
| (2%) |
| (10,374) |
| 23% |
| nm |
Total Segment Adjusted EBITDA |
| (10,424) |
| 36% |
| (31,949) |
| 70% |
| (67%) |
Corporate/eliminations |
| (18,241) |
| 64% |
| (13,428) |
| 30% |
| 36% |
Subtotal |
| (28,665) |
| 100% |
| (45,377) |
| 100% |
| (37%) |
Less: Lease adjustments |
| 3,955 |
|
|
| 4,148 |
|
|
| (5%) |
Less: Depreciation and amortization |
| 7,575 |
|
|
| 4,347 |
|
|
| 74% |
Total consolidated operating loss |
| (40,195) |
|
|
| (53,872) |
|
|
| (25%) |
Table 7 |
| In South African Rand | ||||||||
|
| Year ended June 30, | ||||||||
|
| 2022 |
| % of |
| 2021 |
| % of |
| % |
Operating Segment | ZAR ’000 | total | ZAR ’000 | total | change | |||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| 1,002,021 |
| 30% |
| 1,039,611 |
| 51% |
| (4%) |
Merchant |
| 2,361,221 |
| 70% |
| 966,201 |
| 47% |
| 144% |
Other |
| 25,760 |
| 1% |
| 52,146 |
| 3% |
| (51%) |
Subtotal: Operating segments |
| 3,389,002 |
| 100% |
| 2,057,958 |
| 100% |
| 65% |
Corporate/Eliminations |
| (5,836) |
| - |
| (2,499) |
| - |
| 134% |
Consolidated revenue |
| 3,383,166 |
| 100% |
| 2,055,459 |
| 100% |
| 65% |
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| (337,877) |
| 78% |
| (413,383) |
| 58% |
| (18%) |
Merchant |
| 171,811 |
| (39%) |
| 74,306 |
| (10%) |
| 131% |
Other |
| 7,644 |
| (2%) |
| (163,040) |
| 23% |
| nm |
Total Segment Adjusted EBITDA |
| (158,422) |
| 36% |
| (502,117) |
| 70% |
| (68%) |
Corporate/eliminations |
| (277,223) |
| 64% |
| (211,037) |
| 30% |
| 31% |
Subtotal |
| (435,645) |
| 100% |
| (713,154) |
| 100% |
| (39%) |
Less: Lease adjustments |
| 60,107 |
|
|
| 65,191 |
|
|
| (8%) |
Less: Depreciation and amortization |
| 115,123 |
|
|
| 68,318 |
|
|
| 69% |
Total consolidated operating loss |
| (610,875) |
|
|
| (846,663) |
|
|
| (28%) |
Consumer
The underlying decrease in revenue was primarily due to lower processing fees, partially offset by higher insurance and lending revenue and account holder fees. We embarked on a retrenchment process during the third quarter of fiscal 2022 and recorded an expense of $5.9 million which is included in the Segment EBITDA loss, refer to Note 1 to our consolidated financial statements for additional information regarding this process. Segment EBITDA loss, excluding the reorganization charge, has decreased primarily due to the implementation of various cost reduction initiatives and a recalibration, in June 2022, of our allowance for doubtful microlending finance loans receivable from 10% of the lending book outstanding to 6.5% of the lending book, which resulted in a release from the allowance in fiscal 2022, which decreases were partially offset by an increase in insurance-related claims experience.
39
Our EBITDA loss margin in fiscal 2022 and 2021 was (33.7%) and (39.8%), respectively. After adjusting for the reorganization charge our fiscal 2022 EBITDA loss margin was (24.8%).
Merchant
Segment revenue increased due to the inclusion of Connect for two and a half months and an increase in hardware sales and processing fees. The increase in segment EBITDA is primarily due to the inclusion of Connect, which was partially offset by higher costs related to processing fees and higher employee-related expenses. Connect records a significant proportion of its airtime sales in revenue and cost of sales, while only earning a relatively small margin. This depresses the EBITDA margins shown by the business.
Our EBITDA margin in fiscal 2022 and 2021 was 7.3% and 7.7%, respectively.
Other
Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. We recorded an EBITDA contribution during fiscal 2022 following the closure of our loss-making activities performed through IPG.
Our EBITDA (loss) margin for the Other segment was 29.7% and (312.7%) during fiscal 2022 and 2021, respectively.
Corporate/ Eliminations
Our corporate expenses generally include acquisition-related intangible asset amortization; expenses incurred related to corporate actions; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; certain employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officer’s insurance premiums; elimination entries; and from fiscal 2022 our group CEO’s compensation.
Our corporate expenses for fiscal 2022 increased compared with fiscal 2021 primarily due to transaction related expenses of $6.0 million (ZAR 91.6 million) related to Connect, legacy processing adjustments of $1.6 million (ZAR 25.7 million), and significantly higher stock-based compensation charges due to the expansion of our senior management team. The legacy processing adjustments represents amounts we identified during the current fiscal quarter related to prior periods that are payable to third parties. Fiscal 2021 corporate expenses included an allowance on doubtful loans receivable from equity-accounted investments of $3.7 million.
Fiscal 2021 Compared to Fiscal 2020
The following factors had a significant influence on our results of operations during fiscal 2021 as compared with the same period in the prior year:
Lower revenue: Our revenues decreased 19% in ZAR primarily due to fewer prepaid airtime and hardware sales and lower transaction and account fee revenue, which was partially offset by modestly higher lending and insurance revenue;
Ongoing operating losses: Operating costs were largely in line with the prior period in ZAR due to the largely fixed cost nature of the cost base. As a result, we continue to experience operating losses because of depressed revenues;
Non-cash increase in fair value of MobiKwik: We recorded a non-cash fair value gain during fiscal 2021 of $49.3 million related to the change in fair value of MobiKwik; and
Foreign exchange movements: The U.S. dollar was 11% weaker against the ZAR during fiscal 2021, which impacted our reported results.
40
The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:
Table 8 | In U.S. Dollars | ||||
| Year ended June 30, | ||||
| 2021 |
| 2020(1) |
| $ % |
| $ ’000 |
| $ ’000 | change | |
Revenue | 130,786 |
| 144,299 |
| (9%) |
Cost of goods sold, IT processing, servicing and support | 96,248 |
| 102,308 |
| (6%) |
Selling, general and administration | 84,063 |
| 75,256 |
| 12% |
Depreciation and amortization | 4,347 |
| 4,647 |
| (6%) |
Impairment loss | - |
| 6,336 |
| nm |
Operating loss | (53,872) |
| (44,248) |
| 22% |
Change in fair value of equity securities | 49,304 |
| - |
| nm |
Loss on disposal of equity-accounted investment | 13 |
| - |
| nm |
Loss on disposal of equity-accounted investment - Bank Frick | 472 |
| - |
| nm |
Gain on disposal of FIHRST | - |
| 9,743 |
| nm |
Loss on disposal of DNI | - |
| 1,010 |
| nm |
Loss on deconsolidation of CPS | - |
| 7,148 |
| nm |
Interest income | 2,416 |
| 2,805 |
| (14%) |
Interest expense | 2,982 |
| 7,641 |
| (61%) |
Loss before income tax expense | (5,619) |
| (65,016) |
| (91%) |
Income tax expense | 7,560 |
| 2,656 |
| 185% |
Net loss before loss from equity-accounted investments | (13,179) |
| (67,672) |
| (81%) |
Loss from equity-accounted investments | (24,878) |
| (29,542) |
| (16%) |
Net loss from continuing operations | (38,057) |
| (97,214) |
| (61%) |
Net income from discontinued operations | - |
| 6,402 |
| nm |
Gain from disposal of discontinued operations, net of tax | - |
| 12,454 |
| nm |
Net loss attributable to us | (38,057) |
| (78,358) |
| (51%) |
Continuing | (38,057) |
| (97,214) |
| (61%) |
Discontinued | - |
| 18,856 |
| nm |
(1) Refer to Note 24 to the audited consolidated financial statements for discontinued operations disclosures.
41
Table 9 | In South African Rand (US GAAP) | ||||
| Year ended June 30, | ||||
| 2021 |
| 2020(1) |
| ZAR % |
| ZAR ’000 |
| ZAR ’000 | change | |
Revenue | 2,055,459 |
| 2,535,131 |
| (19%) |
Cost of goods sold, IT processing, servicing and support | 1,512,653 |
| 1,797,408 |
| (16%) |
Selling, general and administration | 1,321,151 |
| 1,322,142 |
| (0%) |
Depreciation and amortization | 68,318 |
| 81,641 |
| (16%) |
Impairment loss | - |
| 111,315 |
| nm |
Operating loss | (846,663) |
| (777,375) |
| 9% |
Change in fair value of equity securities | 774,872 |
| - |
| nm |
Loss on disposal of equity-accounted investment | 204 |
| - |
| nm |
Loss on disposal of equity-accounted investment - Bank Frick | 7,418 |
| - |
| nm |
Gain on disposal of FIHRST | - |
| 171,171 |
| nm |
Loss on disposal of DNI | - |
| 17,744 |
| nm |
Loss on deconsolidation of CPS | - |
| 125,580 |
| nm |
Interest income | 37,970 |
| 49,280 |
| (23%) |
Interest expense | 46,866 |
| 134,242 |
| (65%) |
Loss before income tax expense | (88,309) |
| (1,142,239) |
| (92%) |
Income tax expense | 118,814 |
| 46,662 |
| 155% |
Net loss before loss from equity-accounted investments | (207,123) |
| (1,188,901) |
| (83%) |
Loss from equity-accounted investments | (390,988) |
| (519,012) |
| (25%) |
Net loss from continuing operations | (598,111) |
| (1,707,913) |
| (65%) |
Net income from discontinued operations | - |
| 112,474 |
| nm |
Gain from disposal of discontinued operations, net of tax | - |
| 218,799 |
| nm |
Net loss attributable to us | (598,111) |
| (1,376,640) |
| (57%) |
Continuing | (598,111) |
| (1,707,913) |
| (65%) |
Discontinued | - |
| 331,273 |
| nm |
(1) Refer to Note 24 to the audited consolidated financial statements for discontinued operations disclosures.
The decrease in revenue was primarily due to fewer prepaid airtime and hardware sales and lower transaction and account fee revenue, which was partially offset by modestly higher lending and insurance revenue.
The decrease in cost of goods sold, IT processing, servicing and support was primarily due to lower cost of prepaid airtime sales, which was partially offset by higher costs related to transaction fees and an increase in insurance-related claims experience.
In ZAR, the decrease in selling, general and administration expense was primarily due to the impact of a weaker U.S. dollar on U.S. dollar-denominated expenses measured in ZAR and lower stock-based compensation charges, which was partially offset by the year-over-year impact of inflationary increases on employee-related expenses, and allowances for doubtful loans receivable from equity-accounted investments created during fiscal 2021.
Depreciation and amortization decreased primarily due to lower overall depreciation related to tangible assets that were fully depreciated during fiscal 2021.
During fiscal 2020, we recorded an impairment loss of $5.6 million related to the impairment of a portion of our EasyPay business unit’s allocated goodwill and a $0.7 million impairment loss related to our Maltese e-money license. Refer to Note 10 of our audited consolidated financial statements for additional information regarding these impairment losses.
Our operating loss margin for fiscal 2021 and 2020 was (41.2%) and (30.7%), respectively. We discuss the components of operating (loss) income margin under “—Results of operations by operating segment.”
The change in fair value of equity securities during fiscal 2021 represents a non-cash fair value gain related to MobiKwik. There was no change in the fair value of equity securities during fiscal 2020. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 9 to our audited consolidated financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Note 6 for the methodology and inputs used in the fair value calculation for Cell C.
We recorded a loss of $0.5 million related to the disposal of Bank Frick during fiscal 2021, refer to Note 9 to our audited consolidated financial statements for additional information regarding this transaction.
42
We recorded a gain of $9.7 million related to the disposal of FIHRST during fiscal 2020, which was partially offset by a $1.0 million loss on the disposal of our remaining interest in DNI and a $7.1 million loss on the deconsolidation of CPS. We also paid a termination fee of $17.5 million in respect of our decision not to exercise our option to acquire control of Bank Frick
Interest on surplus cash decreased to $2.4 million (ZAR 38.0 million) from $2.8 million (ZAR 49.3 million), due primarily to the higher average daily cash balances following the increase in our cash reserves as a result of the disposal of certain business in fiscal 2020, which was more than offset by lower rates of interest earned on surplus cash.
Interest expense decreased to $3.0 million (ZAR 46.9) million from $7.6 million (ZAR 134.2 million), primarily as a result of lower borrowings, a reduction in South African interest rates and lower utilization of our ATM facilities because we used our cash reserves to fund our ATMs.
Fiscal 2021 tax expense was $7.6 million (ZAR 118.8 million) compared to $2.7 million (ZAR 46.7 million) in fiscal 2020. Our effective tax rate for fiscal 2021 was impacted by the tax effect on the change in the fair value of our equity securities, which is at a lower tax rate than the South African statutory rate, the tax charge related to our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of our equity-accounted investments following its impairment.
Our effective tax rate for fiscal 2020, was impacted by the tax-neutral disposals of FIHRST and DNI, the tax-neutral deconsolidation of CPS, non-deductible impairment losses, the option termination fee paid, the ongoing losses incurred by IPG and certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding those net operating losses, other non-deductible expenses, including certain corporate transactions-related expenditure, and the tax expense recorded by our profitable businesses, primarily in South Africa.
The disposal of certain of our equity-accounted investments in the fiscal 2021 and 2020, as well as a number of impairments, has impacted the comparability of our loss from equity-accounted investments. We disposed of our investment in Bank Frick in fiscal 2021 and disposed of our investment in DNI in fiscal 2020. The largest impairment recorded in fiscal 2021 related to our investment in Finbond following a slow-down in its business activity and lower listed share price. The largest impairment recorded in fiscal 2020 related to our investment in Bank Frick following our decision not to exercise our option to take control of the bank. Refer to Note 9 to our audited consolidated financial statements for additional information regarding our equity-accounted investments, including disclosure regarding the disposals and impairments. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first half and its annual results during our fourth quarter. The table below presents the relative loss (earnings) from our equity accounted investments:
Table 10 | Year ended June 30, | ||||
| 2021 |
| 2020 |
|
|
| $ ’000 |
| $ ’000 |
| $ % change |
Finbond | (22,009) |
| 1,840 |
| nm |
Share of net (loss) income | (4,359) |
| 1,840 |
| nm |
Impairment | (17,650) |
|
|
| nm |
Bank Frick | 1,156 |
| (17,273) |
| nm |
Share of net income | 1,156 |
| 1,421 |
| (19%) |
Amortization of intangible assets, net of deferred tax | - |
| (433) |
| nm |
Impairment | - |
| (18,261) |
| nm |
DNI | - |
| (9,744) |
| nm |
Share of net income | - |
| 4,676 |
| nm |
Amortization of intangible assets, net of deferred tax | - |
| (1,350) |
| nm |
Impairment | - |
| (13,070) |
| nm |
Other | (4,025) |
| (4,365) |
| (8%) |
Share of net loss | (531) |
| (1,865) |
| (72%) |
Impairment | (3,494) |
| (2,500) |
| 40% |
Total loss from equity-accounted investments | (24,878) |
| (29,542) |
| (16%) |
43
Results of operations by operating segment
The composition of revenue and the contributions of our business activities to operating income are illustrated below:
Table 11 |
| In U.S. Dollars | ||||||||
|
| Year ended June 30, | ||||||||
|
| 2021 |
| % of |
| 2020 |
| % of |
| % |
Operating Segment | $ ’000 | total | $ ’000 | total | change | |||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| 66,149 |
| 51% |
| 70,998 |
| 49% |
| (7%) |
Merchant |
| 61,478 |
| 47% |
| 68,659 |
| 48% |
| (10%) |
Other |
| 3,318 |
| 3% |
| 5,041 |
| 3% |
| (34%) |
Subtotal: Operating segments |
| 130,945 |
| 101% |
| 144,698 |
| 100% |
| (10%) |
Corporate/Eliminations |
| (159) |
| (1%) |
| (399) |
| - |
| (60%) |
Consolidated revenue |
| 130,786 |
| 100% |
| 144,299 |
| 100% |
| (9%) |
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| (26,303) |
| 58% |
| (13,989) |
| 47% |
| 88% |
Merchant |
| 4,728 |
| (10%) |
| 5,176 |
| (17%) |
| (9%) |
Other |
| (10,374) |
| 23% |
| (12,015) |
| 41% |
| (14%) |
Total Segment Adjusted EBITDA |
| (31,949) |
| 71% |
| (20,828) |
| 71% |
| 53% |
Corporate/eliminations |
| (13,428) |
| 29% |
| (8,773) |
| 29% |
| 53% |
Subtotal |
| (45,377) |
| 100% |
| (29,601) |
| 100% |
| 53% |
Less: Lease adjustments |
| 4,148 |
|
|
| 3,664 |
|
|
| 13% |
Less: Depreciation and amortization |
| 4,347 |
|
|
| 4,647 |
|
|
| (6%) |
Less: Impairments |
| - |
|
|
| 6,336 |
|
|
| nm |
Total consolidated operating loss |
| (53,872) |
|
|
| (44,248) |
|
|
| 22% |
Table 12 |
| In South African Rand | ||||||||
|
| Year ended June 30, | ||||||||
|
| 2021 |
| % of |
| 2020 |
| % of |
| % |
Operating Segment | ZAR ’000 | total | ZAR ’000 | total | change | |||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| 1,039,610 |
| 51% |
| 1,247,336 |
| 49% |
| (17%) |
Merchant |
| 966,200 |
| 47% |
| 1,206,242 |
| 48% |
| (20%) |
Other |
| 52,147 |
| 3% |
| 88,563 |
| 3% |
| (41%) |
Subtotal: Operating segments |
| 2,057,957 |
| 100% |
| 2,542,141 |
| 100% |
| (19%) |
Corporate/Eliminations |
| (2,498) |
| - |
| (7,010) |
| - |
| (64%) |
Consolidated revenue |
| 2,055,459 |
| 100% |
| 2,535,131 |
| 100% |
| (19%) |
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
Consumer |
| (413,383) |
| 58% |
| (245,767) |
| 47% |
| 68% |
Merchant |
| 74,306 |
| (10%) |
| 90,935 |
| (17%) |
| (18%) |
Other |
| (163,040) |
| 23% |
| (211,087) |
| 41% |
| (23%) |
Total Segment Adjusted EBITDA |
| (502,117) |
| 70% |
| (365,919) |
| 70% |
| 37% |
Corporate/eliminations |
| (211,037) |
| 30% |
| (154,129) |
| 30% |
| 37% |
Subtotal |
| (713,154) |
| 100% |
| (520,048) |
| 100% |
| 37% |
Less: Lease adjustments |
| 65,191 |
|
|
| 64,371 |
|
|
| 1% |
Less: Depreciation and amortization |
| 68,318 |
|
|
| 81,641 |
|
|
| (16%) |
Less: Impairments |
| - |
|
|
| 111,315 |
|
|
| nm |
Total consolidated operating loss |
| (846,663) |
|
|
| (777,375) |
|
|
| 9% |
Consumer
Segment revenue decreased due to lower account fee revenue, while lending and insurance revenues were moderately higher compared to the prior period. The segment incurred a higher operating loss compared with fiscal 2020 primarily due to the reduction in account fee revenue as well as higher employee-related costs and an increase in insurance claims experience.
Our EBITDA loss margin for fiscal 2021 and 2020 was (39.8%) and (19.7%), respectively.
44
Merchant
Segment revenue decreased primarily due to fewer prepaid airtime sales and lower volume-driven processing fees. The reduced revenue had a similar impact on costs resulting in the operating profit from Merchant reducing largely in line with the drop in revenue. The loss for fiscal 2020 includes a $1.3 million inventory write-down related to prepaid airtime inventory.
Our EBITDA margin for fiscal 2021 and 2020 was 7.7% and 7.5%, respectively.
Other
Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. Our EBITDA loss in this segment decreased during fiscal 2021 compared with fiscal 2020 due to the closure of IPG, however, we did incur significant costs in fiscal 2021 to exit these activities.
Our EBITDA (loss) margin for the Other segment was (312.7%) and (238.3%) during fiscal 2021 and 2020, respectively.
Corporate/ Eliminations
Our corporate expenses increased primarily due to allowances for doubtful loans receivable from equity-accounted investments created during fiscal 2021 of $3.7 million, higher legal fees, and foreign exchange losses, which were partially offset by lower audit fees in fiscal 2021 and an unrealized foreign exchange gain recognized in fiscal 2020.
Presentation of Quarterly Revenue and Operating (Loss) Income by Segment for Fiscal 2021 and 2020
During the second quarter of fiscal 2022, our chief operating decision maker changed our operating and internal reporting structures following the establishment of a new management team and our decision to focus primarily on the South African market. We have restated previously reported segment information. The tables below present quarterly revenue and operating (loss) income generated by our three reportable segments for fiscal 2021 and 2020, and reconciliations to consolidated revenue and operating (loss) income, as well as the U.S. dollar/ ZAR exchange rates applicable per fiscal quarter and year:
Table 13 | Fiscal 2021 | ||||||||
| In United States Dollars | ||||||||
| Quarter 1 |
| Quarter 2 |
| Quarter 3 |
| Quarter 4 |
| F2021 |
| $ '000 |
| $ '000 |
| $ '000 |
| $ '000 |
| $ '000 |
Consolidated revenue: |
|
|
|
|
|
|
|
|
|
Consumer | 15,372 |
| 16,259 |
| 16,236 |
| 18,282 |
| 66,149 |
Merchant | 18,246 |
| 15,206 |
| 12,171 |
| 15,855 |
| 61,478 |
Other | 1,556 |
| 878 |
| 421 |
| 463 |
| 3,318 |
Subtotal: Operating segments | 35,174 |
| 32,343 |
| 28,828 |
| 34,600 |
| 130,945 |
Corporate/Eliminations | (38) |
| (38) |
| - |
| (83) |
| (159) |
Total consolidated revenue | 35,136 |
| 32,305 |
| 28,828 |
| 34,517 |
| 130,786 |
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
Consumer | (6,571) |
| (5,214) |
| (7,610) |
| (6,908) |
| (26,303) |
Merchant | 2,971 |
| 1,227 |
| 273 |
| 257 |
| 4,728 |
Other | (2,631) |
| (4,339) |
| (3,315) |
| (89) |
| (10,374) |
Total Segment Adjusted EBITDA | (6,231) |
| (8,326) |
| (10,652) |
| (6,740) |
| (31,949) |
Corporate/eliminations | (2,796) |
| (4,743) |
| (1,404) |
| (4,485) |
| (13,428) |
Subtotal | (9,027) |
| (13,069) |
| (12,056) |
| (11,225) |
| (45,377) |
Less: Lease adjustments | 825 |
| 1,062 |
| 1,104 |
| 1,157 |
| 4,148 |
Less: Depreciation and amortization | 923 |
| 1,074 |
| 1,132 |
| 1,218 |
| 4,347 |
Total consolidated operating loss | (10,775) |
| (15,205) |
| (14,292) |
| (13,600) |
| (53,872) |
|
|
|
|
|
|
|
|
|
|
Income and expense items: $1 = ZAR | 16.7738 |
| 15.4653 |
| 14.9575 |
| 14.1687 |
| 15.7162 |
45
Table 14 | Fiscal 2020 | ||||||||
| In United States Dollars | ||||||||
| Quarter 1 |
| Quarter 2 |
| Quarter 3 |
| Quarter 4 |
| F2020 |
| $ '000 |
| $ '000 |
| $ '000 |
| $ '000 |
| $ '000 |
Consolidated revenue: |
|
|
|
|
|
|
|
|
|
Consumer | 21,674 |
| 18,618 |
| 18,491 |
| 12,215 |
| 70,998 |
Merchant | 23,564 |
| 19,502 |
| 14,677 |
| 10,916 |
| 68,659 |
Other | 1,199 |
| 850 |
| 1,564 |
| 1,428 |
| 5,041 |
Subtotal: Operating segments | 46,437 |
| 38,970 |
| 34,732 |
| 24,559 |
| 144,698 |
Corporate/Eliminations | (221) |
| (52) |
| (118) |
| (8) |
| (399) |
Total consolidated revenue | 46,216 |
| 38,918 |
| 34,614 |
| 24,551 |
| 144,299 |
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
Consumer | (2,784) |
| (2,809) |
| (3,889) |
| (4,507) |
| (13,989) |
Merchant | 2,778 |
| 1,471 |
| 1,710 |
| (783) |
| 5,176 |
Other | (1,969) |
| (2,979) |
| (3,043) |
| (4,024) |
| (12,015) |
Total Segment Adjusted EBITDA | (1,975) |
| (4,317) |
| (5,222) |
| (9,314) |
| (20,828) |
Corporate/eliminations | (2,304) |
| (3,931) |
| (510) |
| (2,028) |
| (8,773) |
Subtotal | (4,279) |
| (8,248) |
| (5,732) |
| (11,342) |
| (29,601) |
Less: Lease adjustments | 833 |
| 998 |
| 991 |
| 842 |
| 3,664 |
Less: Depreciation and amortization | 1,324 |
| 1,174 |
| 1,153 |
| 996 |
| 4,647 |
Less: Impairments | - |
| - |
| 6,336 |
| - |
| 6,336 |
Total consolidated operating loss | (6,436) |
| (10,420) |
| (14,212) |
| (13,180) |
| (44,248) |
|
|
|
|
|
|
|
|
|
|
Income and expense items: $1 = ZAR | 14.7520 |
| 14.6022 |
| 15.3667 |
| 17.2810 |
| 17.5686 |
Liquidity and Capital Resources
At June 30, 2022, our cash and cash equivalents were $43.9 million and comprised of ZAR-denominated balances of ZAR 0.5 billion ($32.8 million), U.S. dollar-denominated balances of $9.6 million, and other currency deposits, primarily Botswana pula, of $1.5 million, all amounts translated at exchange rates applicable as of June 30, 2022. The decrease in our unrestricted cash balances from June 30, 2021 was primarily due to utilization of cash reserves to fund a portion of the Connect purchase consideration that was payable in cash, and to fund our operations and payment of reorganization costs, which was partially offset by the receipt of $11.4 million related to the sale of Bank Frick in fiscal 2021 and a $3.7 million gain on foreign currency options.
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, 2022, for additional information related to our borrowings.
46
Available short-term borrowings
Summarized below are our short-term facilities available and utilized as of June 30, 2022:
Table 15 | RMB Facility E |
| RMB Indirect |
| RMB Connect |
| Nedbank | ||||||||
| $ ’000 |
| ZAR ’000 |
| $ ’000 |
| ZAR ’000 |
| $ ’000 |
| ZAR ’000 |
| $ ’000 |
| ZAR ’000 |
Total short-term facilities available, comprising: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overdraft | - |
| - |
| - |
| - |
| 15,221 |
| 247,954 |
| - |
| - |
Overdraft restricted as to use(1) | 85,941 |
| 1,400,000 |
| - |
| - |
| - |
| - |
| - |
| - |
Total overdraft | 85,941 |
| 1,400,000 |
| - |
| - |
| 15,221 |
| 247,954 |
| - |
| - |
Indirect and derivative facilities(2) | - |
| - |
| 8,287 |
| 135,000 |
| - |
| - |
| 9,610 |
| 156,566 |
Total short-term facilities available | 85,941 |
| 1,400,000 |
| 8,287 |
| 135,000 |
| 15,221 |
| 247,954 |
| 9,610 |
| 156,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilized short-term facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overdraft | - |
| - |
| - |
| - |
| 14,880 |
| 242,399 |
| - |
| - |
Overdraft restricted as to use(1) | 51,338 |
| 836,310 |
| - |
| - |
| - |
| - |
| - |
| - |
Indirect and derivative facilities(2) | - |
| - |
| 313 |
| 5,097 |
| - |
| - |
| 5,654 |
| 92,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB interest rate, based on South African prime rate |
|
| 8.25% |
|
|
|
|
|
|
| 8.15% |
|
|
|
|
(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 obtained long-term borrowings of ZAR 1.1 billion to partially fund the acquisition of Connect. In contemplation of the Connect transaction, Connect obtained total facilities of ZAR 1.3 billion which were utilized to repay its existing borrowings and to fund a portion of its capital expenditures and to settle obligations under the transaction documents. We also have a long-term borrowing facility, a revolving credit facility, of ZAR 150.0 million which is utilized to fund a portion of our merchant finance loans receivable book. Our total long-term borrowings following the acquisition of Connect are ZAR 2.1 billion, comprising the ZAR 1.0 billion and ZAR 1.1 billion of Connect’s total facilities of ZAR 1.3 billion. Refer to Note 12 to our consolidated financial statements for additional information related to these borrowings.
Restricted cash
We have credit facilities with RMB in order to access cash to fund our ATMs in South Africa. Our cash, cash equivalents and restricted cash presented in our consolidated statement of cash flows as of June 30, 2022, includes restricted cash of approximately $51.3 million related to cash withdrawn from our debt facility to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash on our consolidated balance sheet.
We have also entered into cession and pledge agreements with Nedbank related to our Nedbank credit facilities and we have ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. Our cash, cash equivalents and restricted cash presented in our consolidated statement of cash flows as of June 30, 2022, includes restricted cash of approximately $9.5 million that has been ceded and pledged. On June 30, 2022, a ZAR 60.0 million bank guarantee issued by Nedbank to a third party expired, and on July 1, 2022 we replaced it with a ZAR 28.0 million bank guarantee issued by RMB to the same third party. In July 2022, we were able to release ZAR 60.0 million in cash held in a pledged bank account with Nedbank which was held as security against the bank guarantee issued by Nedbank, and the ZAR 28.0 million replacement bank guarantee did not require a cash underpin.
47
Cash flows from operating activities
Net cash used in operating activities during fiscal 2022 was $37.2 million (ZAR 565.3 million) compared to $58.4 million (ZAR 917.4 million) during fiscal 2021. Excluding the impact of income taxes, our cash used in operating activities during fiscal 2022 was impacted by the cash losses incurred by the majority of our continuing operations, the reorganization costs paid during the third quarter of fiscal 2022, and transactions costs paid related to our acquisition of Connect. In fiscal 2022, we absorbed $5 million into working capital compared to a $4.7 million release from working capital in fiscal 2021.
Net cash used in operating activities during fiscal 2021 was $58.4 million (ZAR 917.4 million) compared to $46.0 million (ZAR 723.7 million) generated during fiscal 2020. Excluding the impact of income taxes, our cash used in operating activities during fiscal 2021 was impacted by the cash losses incurred by the majority of our continuing operations and the payment of a $3.6 million settlement (refer to Note 9). Our net cash used in operating activities during fiscal 2020 includes the contribution from our South Korean operations for eight months of $14.6 million (refer to Note 24).
During fiscal 2022, we paid our first provisional South African tax payments of $0.6 million (ZAR 9.1 million) related to our 2022 tax year. During fiscal 2022, we also made our second provisional South African tax payments of $0.7 million (ZAR 10.9 million related to our 2021 tax year and received tax refunds of $0.3 million (ZAR (4.5) million).
During fiscal 2021, we made our first provisional South African tax payments of $0.9 million (ZAR 12.7 million) related to our 2021 tax year. During fiscal 2021, we also made our second provisional South African tax payments of $0.2 million (ZAR 2.9 million related to our 2021 tax year and made an additional tax payment of $0.2 million (ZAR 3.4 million) related to our 2020 tax year. We also paid taxes totaling $15.4 million in other tax jurisdictions, primarily in the U.S.
During fiscal 2020, we made our first provisional South African tax payments of $0.8 million (ZAR 11.9 million) related to our 2020 tax year. During fiscal 2020, we also made our second provisional South African tax payments of $0.5 million (ZAR 8.0 million) related to our 2020 tax year and made an additional tax payment of $0.8 million (ZAR 11.6 million) related to our 2019 tax year. We also paid taxes totaling $4.3 million in other tax jurisdictions, primarily South Korea.
Taxes paid during fiscal 2022, 2021 and 2020 were as follows:
Table 16 | Year ended June 30, | ||||||||||
| 2022 |
| 2021 |
| 2020 |
| 2022 |
| 2021 |
| 2020 |
$ | $ | $ |
| ZAR |
| ZAR | ZAR | ||||
‘000 | ‘000 | ‘000 |
| ‘000 |
| ‘000 | ‘000 | ||||
First provisional payments | 585 |
| 853 |
| 825 |
| 9,142 |
| 12,680 |
| 11,934 |
Second provisional payments | 691 |
| 209 |
| 470 |
| 10,929 |
| 2,907 |
| 8,038 |
Taxation paid related to prior years | 1 |
| 205 |
| 782 |
| 19 |
| 3,423 |
| 11,620 |
Tax refund received | (300) |
| (13) |
| (1,339) |
| (4,542) |
| (225) |
| (19,245) |
Total South African taxes paid | 977 |
| 1,254 |
| 738 |
| 15,548 |
| 18,785 |
| 12,347 |
Foreign taxes paid | 161 |
| 15,354 |
| 4,263 |
| 2,482 |
| 256,616 |
| 62,302 |
Total tax paid | 1,138 |
| 16,608 |
| 5,001 |
| 18,030 |
| 275,401 |
| 74,649 |
We expect to make additional provisional income tax payments in South Africa related to our 2022 tax year in the first quarter of fiscal 2023, however, the amount was not quantifiable as of the date of the filing of this Annual Report on Form 10-K.
Cash flows from investing activities
Cash used in investing activities for fiscal 2022 included capital expenditures of $4.6 million (ZAR 69.3 million), primarily due to the roll out of our new express branches, acquisitions of ATMs and the acquisition of computer equipment. During fiscal 2022, we paid approximately $202.2 million (ZAR 2.9 billion), net of cash acquired, for 100% of Connect. We also received funds totaling approximately $11.4 million related to the sale of Bank Frick in fiscal 2021, proceeds from sale of property, plant and equipment of $4.2 million, and proceeds of $0.9 million and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix in fiscal 2022.
During fiscal 2021, we paid approximately $4.3 million (ZAR 67.3 million), primarily for the acquisition of motor vehicles, which largely comprised a fleet of customized mobile ATMs used to deliver a service to rural communities, computer equipment and leasehold improvements in South Africa. In February 2021, we disposed of our investment in Bank Frick and received $18.6 million of the $30.0 million sales proceeds, the remainder of which was expected to be received in fiscal 2022 and 2023. We received $20.1 million in September 2020 related to the sale of our South Korean business in fiscal 2020 following the successful refund application of the amounts withheld and paid to the South Korean tax authorities pursuant to that transaction. We received $6.0 due on the remaining deferred sale proceeds related to the fiscal 2020 sale of DNI. We also extended loan funding of $1.0 million to V2 and $0.2 million to Revix.
48
During fiscal 2020, we paid approximately $5.9 million (ZAR 93.3 million), related to capital expenditures, primarily related to the acquisition of ATMs and computer equipment in South Africa, leasehold improvements in Malta and processing equipment in South Korea to maintain operations. During fiscal 2020, we received a net $192.6 million from the sale of our South Korean business, paid transaction costs related to this disposal of $7.5 million, and received $10.9 million from the sale of FIHRST. We also received $42.5 million related to the sale of the majority of our remaining interest in DNI. We also made a further equity contribution of $2.5 million to V2, extended loan funding of $1.5 million to our equity-accounted investments, and received $4.3 million from DNI related to the settlement of a ZAR 60.0 million loan outstanding as of June 30, 2019.
Cash flows from financing activities
During fiscal 2022, we utilized approximately $570.9 million from our South African overdraft facilities to fund our ATMs and our cash management business through Connect, and repaid $525.5 million of these facilities. We utilized approximately $78.9 million of our long-term borrowings to fund a portion of the acquisition of Connect, to fund our merchant finance loans receivable business, and to fund the acquisition of certain capital expenditures. We repaid approximately $5.6 million of these long-term borrowings. We also received $0.8 million from the exercise of stock options.
During fiscal 2021, we utilized approximately $360.1 million from our South African overdraft facilities to fund our ATMs and repaid $365.4 million of these facilities.
During fiscal 2020, we utilized approximately $672.4 million from our South African overdraft facilities, primarily to fund our ATMs, and repaid $721.0 million of these facilities. We utilized approximately $14.8 million of our borrowings to fund the purchase of Cell C prepaid airtime that was subject to sale restrictions. We repaid the amount in full, paying $14.5 million, with the difference of $0.3 million reflecting the impact of changes in ZAR against the U.S dollar. We also repaid $26.9 million of our Bank Frick overdraft and utilized $17.4 million of this overdraft to fund our operations.
Contractual Obligations
The following table sets forth our contractual obligations as of June 30, 2022:
Table 17 | Payments due by Period, as of June 30, 2022 (in $ ’000s) | ||||||||
| Total |
| Less than 1 year |
| 2-3 years |
| 3-5 years |
| Thereafter |
Short-term credit facilities(A) | 66,218 |
| 66,218 |
| - |
| - |
| - |
Long-term borrowings |
|
|
|
|
|
|
|
|
|
Principal repayments(A)(B) | 141,646 |
| 6,804 |
| 86,628 |
| 48,214 |
| - |
Interest payments(A)(B) | 29,701 |
| 10,745 |
| 11,964 |
| 6,992 |
| - |
Operating lease liabilities, including imputed interest(C) | 9,819 |
| 2,896 |
| 3,207 |
| 1,991 |
| 1,725 |
Purchase obligations | 10,998 |
| 10,998 |
| - |
| - |
| - |
Capital commitments | 33 |
| 33 |
| - |
| - |
| - |
Other long-term obligations reflected on our balance sheet(D)(E) | 2,466 |
| - |
| - |
| - |
| 2,466 |
Total | 260,881 |
| 97,694 |
| 101,799 |
| 57,197 |
| 4,191 |
(A) – Refer to Note 12 to our audited consolidated financial statements.
(B) – Long-term borrowings principal repayments for the 3-5 year period includes all unamortized fees as of June 30, 2022. Interest payments based on applicable interest rates as of June 30, 2022, and expected outstanding long-term borrowings over the period. All amounts converted from ZAR to USD using the June 30, 2022, USD/ ZAR exchange rate.
(C) – Refer to Note 8 to our audited consolidated financial statements.
(D) – Includes policyholder liabilities of $2.3 million related to our insurance business. All amounts are translated at exchange rates applicable as of June 30, 2022.
(E) – We have excluded cross-guarantees in the aggregate amount of $5.7 million issued as of June 30, 2022, to RMB and Nedbank to secure guarantees it has issued to third parties on our behalf as the amounts that will be settled in cash are not known and the timing of any payments is uncertain.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
49
Capital Expenditures
Capital expenditures for the years ended June 30, 2022, 2021 and 2020 were as follows:
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 |
$ | $ | $ | ZAR | ZAR | ZAR | |
‘000 | ‘000 | ‘000 | ‘000 | ‘000 | ‘000 | |
Consumer | 1,712 | 3,433 | 2,540 | 26,019 | 53,954 | 39,919 |
Merchant | 2,811 | 829 | 1,193 | 42,721 | 13,029 | 18,749 |
Other | 35 | 23 | 702 | 532 | 361 | 11,033 |
Total | 4,558 | 4,285 | 4,435 | 69,272 | 67,344 | 69,701 |
Our capital expenditures for fiscal 2022, 2021 and 2020, are discussed under “—Liquidity and Capital Resources—Cash flows from investing activities.”
All of our capital expenditures for the past three fiscal years were funded through internally-generated funds, except for certain capital expenditures of POS devices and safe assets, made by Connect which were funded through the utilization of asset-backed borrowings. We had outstanding capital commitments as of June 30, 2022, of $0.03 million. We expect to fund these expenditures through internally-generated funds. In addition to these capital expenditures, we expect that capital spending for fiscal 2023 will include limited investments into our ATM infrastructure and branch network in South Africa as well as IT equipment, and through Connect, spending for POS devices, safe assets, vehicles, computer and office equipment. These assets will be funded through the use of internally-generated funds and our asset-backed borrowing arrangement.
50
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We seek to manage our exposure to currency exchange, translation, interest rate, credit, microlending credit and equity price and liquidity risks as discussed below.
Currency Exchange Risk
We are subject to currency exchange risk because we purchase components for safe assets, that we assemble, and inventories that we are required to settle in other currencies, primarily the euro, renminbi, and U.S. dollar. We have used forward contracts in order to limit our 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.
We had no outstanding foreign exchange contracts as of June 30, 2022.
Our outstanding foreign exchange contracts as of June 30, 2021 were as follows:
Table 19 |
|
|
|
|
|
|
Notional amount ('000) | Strike price | Fair market | Maturity | |||
EUR | 5.7 | USD | 1.1911 | USD | 1.1859 | July 2, 2021 |
Translation Risk
Translation risk relates to the risk that our results of operations will vary significantly as the U.S. dollar is our reporting currency, but we earn a significant amount of our revenues and incur a significant amount of our 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 our control, there can be no assurance that future fluctuations will not adversely affect our results of operations and financial condition.
Interest Rate Risk
As a result of our normal borrowing activities, our operating results are exposed to fluctuations in interest rates, which we manage primarily through regular financing activities. Interest rates in South Africa are trending upwards and we expect higher interest rates in the foreseeable future which will increase our cost of borrowing. We periodically evaluate the cost and effectiveness of interest rate hedging strategies to manage this risk. We generally maintain investments in cash equivalents and held to maturity investments and have occasionally invested in marketable securities.
We have short and long-term borrowings in South Africa as described in Note 12 to our consolidated financial statements 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 June 30, 2022, 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 June 30, 2022. 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 June 30, 2022, are shown. The selected 1% hypothetical change does not reflect what could be considered the best- or worst-case scenarios.
Table 20 | As of June 30, 2022 | ||||||
| Annual expected interest charge ($ ’000) |
| Hypothetical change in interest rates |
| Impact of hypothetical change in interest rates ($ ’000) |
| Estimated annual expected interest charge after hypothetical change in interest rates ($ ’000) |
Interest on South Africa borrowings | 11,885 |
| 1% |
| 1,428 |
| 13,313 |
|
|
| (1%) |
| (1,432) |
| 10,453 |
Credit Risk
Credit risk relates to the risk of loss that we would incur as a result of non-performance by counterparties. We maintain credit risk policies in respect of our 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 our management deems appropriate. With respect to credit risk on financial instruments, we maintain 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.
51
Microlending Credit Risk
We are exposed to credit risk in our 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 affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.
Equity Securities Price Risk
Equity price risk relates to the risk of loss that we would incur as a result of the volatility in the exchange-traded price of equity securities that we hold. As of June 30, 2022, we did not have any equity securities that were exchange-traded and held as available for sale. Historically, exchange-traded equity securities held as available for sale were expected to be held for an extended period of time and we were not concerned with short-term equity price volatility with respect to these securities provided that the underlying business, economic and management characteristics of the company remained sound.
The market price of these exchange-traded equity securities may fluctuate for a variety of reasons and, consequently, the amount we may obtain in a subsequent sale of these securities may significantly differ from the reported market value.
Equity Securities Liquidity Risk
Equity liquidity risk relates to the risk of loss that we would incur as a result of the lack of liquidity on the exchange on which those securities are listed. We 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.
We monitor these investments for impairment and make appropriate reductions in carrying value when an impairment is deemed to be other-than-temporary.
We hold approximately 29.3% of the issued share capital of Finbond which are exchange-traded equity securities, however, from April 1, 2016, we have accounted for them using the equity method. The fair value of these securities of $7.5 million as of June 30, 2022, represented approximately 1.1% of our total assets, including these securities.
52
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited consolidated financial statements, together with the report of our independent registered public accounting firm, appear on pages F-1 through F-78 of this Annual Report on Form 10-K.
53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our Group Chief Executive Officer and our Group Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Group Chief Executive Officer and Group Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2022.
Internal Control over Financial Reporting
Internal control over financial reporting is a process designed by, or under the supervision of, our Group Chief Executive Officer and Group Chief Financial Officer, or persons performing similar functions, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of our officers and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our audited consolidated financial statements.
Inherent Limitations in Internal Control over Financial Reporting
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management’s Report on Internal Control Over Financial Reporting
Management, including our Group Chief Executive Officer and our Group Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2022. As permitted by the rules of the SEC, management has excluded Connect from its evaluation for the year ended June 30, 2022, the year of acquisition. Deloitte & Touche (South Africa), our independent registered public accounting firm, has issued an audit report on our internal control over financial reporting, excluding Connect. As of June 30, 2022, Connect’s total assets represented approximately 14% of our consolidated total assets and approximately 31% of consolidated total current assets. Its total revenues constituted approximately 39% of our consolidated revenue and its operating income constituted approximately (7%) of our consolidated operating loss for the year ended June 30, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As stated above, management hasexcluded Connect from its evaluation of the effectiveness of internal control over financial reporting for the year ended June 30, 2022, the year of acquisition, but continues to evaluate Connect’s internal controlover financial reporting. See Item 1A—“Risk Factors— Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, especially over companies that we may acquire, could have a material adverse effect on our business and stock price. Our management evaluation and auditor attestation regarding the effectiveness of our internal control over financial reporting as of June 30, 2022, excluded the operations of Connect. If we are not able to integrate Connect’s operations into our internal control over financial reporting, our internal control over financial reporting may not be effective” for additional information.
54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Lesaka Technologies, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Lesaka Technologies, Inc. and subsidiaries (the “Company”) as of June 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2022, of the Company and our report dated September 9, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche
Deloitte & Touche
Registered Auditors
Johannesburg, South Africa
September 9, 2022
55
ITEM 9B. OTHER INFORMATION
Not applicable.
56
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
57
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about our executive officers is set out in Part I, Item 1 under the caption “Our Executive Officers.” The other information required by this Item is incorporated by reference to the sections of our definitive proxy statement for our 2022 annual meeting of shareholders entitled “Board of Directors and Corporate Governance” and “Additional Information.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the sections of our definitive proxy statement for our 2022 annual meeting of shareholders entitled “Executive Compensation,” “Board of Directors and Corporate Governance—Compensation of Directors” and “—Remuneration Committee Interlocks and Insider Participation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to the sections of our definitive proxy statement for our 2022 annual meeting of shareholders entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the sections of our definitive proxy statement for our 2022 annual meeting of shareholders entitled “Certain Relationships and Related Transactions” and “Board of Directors and Corporate Governance.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the sections of our definitive proxy statement for our 2022 annual meeting of shareholders entitled “Audit and Non-Audit Fees.”
58
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)The following documents are filed as part of this report
1. Financial Statements
The following financial statements are included on pages F-1 through F-78.
Report of the Independent Registered Public Accounting Firm – Deloitte & Touche (South Africa) (PCAOB Firm ID 0 | |
Consolidated statements of operations for the years ended June 30, 2022, 2021 and 2020 | |
Consolidated statements of changes in equity for the years ended June 30, 2022, 2021 and 2020 | |
Consolidated statements of cash flows for the years ended June 30, 2022, 2021 and 2020 | |
2. Financial Statement Schedules
Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
(b) Exhibits
59
|
|
|
| Incorporated by Reference Herein | ||
Exhibit No. |
| Description of Exhibit | Included Herewith | Form | Exhibit | Filing Date |
|
|
|
|
|
|
|
2.1 |
|
| 8-K | 10.1 | November 2, 2021 | |
|
|
|
|
|
|
|
3.1 |
|
| 8-K | 3.1 | May 17, 2022 | |
|
|
|
|
|
|
|
3.2 |
|
| 8-K | 3.2 | May 17, 2022 | |
|
|
|
|
|
|
|
4.1 |
| X |
|
|
| |
|
|
|
|
|
|
|
4.2 |
| X |
|
|
| |
|
|
|
|
|
|
|
10.1* |
|
| 10-K | 10.13 | August 23, 2012 | |
|
|
|
|
|
|
|
10.2* |
|
| 10-K | 10.14 | August 23, 2012 | |
|
|
|
|
|
|
|
10.3* |
|
| 10-K | 10.15 | August 23, 2012 | |
|
|
|
|
|
|
|
10.4* |
| X |
|
|
| |
|
|
|
|
|
|
|
10.5* |
|
| 10-K | 10.5 | August 24, 2017 | |
|
|
|
|
|
|
|
10.6* |
| Amended and Restated 2015 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. |
| 14A | A | October 2, 2015 |
|
|
|
|
|
|
|
10.7* |
|
| 8-K | 10.1 | June 30, 2021 | |
|
|
|
|
|
|
|
10.8* |
|
| 8-K | 10.2 | June 30, 2021 | |
|
|
|
|
|
|
|
10.9* |
|
| 8-K | 10.3 | June 30, 2021 | |
|
|
|
|
|
|
|
10.10* |
|
| 8-K | 10.4 | June 30, 2021 | |
|
|
|
|
|
|
|
10.11* |
|
| 8-K | 10.1 | February 11, 2021 | |
|
|
|
|
|
|
|
10.12* |
|
| 8-K | 10.2 | February 11, 2021 | |
|
|
|
|
|
|
|
10.13* |
|
| 8-K | 10.1 | December 10, 2021 | |
|
|
|
|
|
|
|
10.14* |
|
| 8-K | 10.2 | December 10, 2021 | |
|
|
|
|
|
|
|
10.15* |
|
| 8-K | 10.3 | December 10, 2021 | |
|
|
|
|
|
|
|
60
10.16* |
|
| 8-K | 10.4 | December 10, 2021 | |
|
|
|
|
|
|
|
10.17* |
|
| 8-K | 10.80 | March 1, 2018 | |
|
|
|
|
|
|
|
10.18* |
|
| 8-K | 10.81 | March 1, 2018 | |
|
|
|
|
|
|
|
10.19* |
|
| 8-K | 10.82 | March 1, 2018 | |
|
|
|
|
|
|
|
10.20* |
|
| 8-K | 10.83 | March 1, 2018 | |
|
|
|
|
|
|
|
10.21* |
|
| 8-K | 10.5 | December 10, 2021 | |
|
|
|
|
|
|
|
10.22* |
|
| 8-K | 10.6 | December 10, 2021 | |
|
|
|
|
|
|
|
10.23* |
| First Amendment to Restrictive Covenant Agreements, dated as of December 9, 2021 |
| 8-K | 10.7 | December 10, 2021 |
|
|
|
|
|
|
|
10.24* |
| Consulting Agreement, dated August 5, 2020, by and between the Company and Ali Mazanderani |
| 8-K | 10.2 | August 5, 2020 |
|
|
|
|
|
|
|
10.25 |
|
| 10-Q | 10.25 | May 9, 2013 | |
|
|
|
|
|
|
|
10.26 |
| X |
|
|
| |
|
|
|
|
|
|
|
10.27 |
|
| 8-K | 10.27 | December 19, 2013 | |
|
|
|
|
|
|
|
10.28 |
| Letter from Nedbank Limited to Net1 Applied Technologies South Africa Proprietary Limited and certain of its subsidiaries, dated December 7, 2016 |
| 8-K | 10.50 | December 9, 2016 |
|
|
|
|
|
|
|
10.29 |
| Policy Agreement, dated April 11, 2016, among the Company and the IFC Investors |
| 8-K | 10.32 | April 12, 2016 |
|
|
|
|
|
|
|
10.30 |
|
| 8-K | 10.1 | May 14, 2020 | |
|
|
|
|
|
|
|
10.31 |
|
| 8-K | 10.1 | December 10, 2020 | |
|
|
|
|
|
|
|
10.32 |
| X |
|
|
| |
|
|
|
|
|
|
|
61
10.33 |
|
| 10-Q | 10.58 | May 10, 2022 | |
|
|
|
|
|
|
|
10.34 |
|
| 8-K | 10.69 | June 26, 2017 | |
|
|
|
|
|
|
|
10.35 |
|
| 8-K | 10.96 | October 2, 2018 | |
|
|
|
|
|
|
|
10.36 |
|
| 8-K | 10.1 | August 2, 2021 | |
|
|
|
|
|
|
|
10.37 |
|
| 8-K | 10.1 | January 28, 2022 | |
|
|
|
|
|
|
|
10.38 |
|
| 8-K | 10.103 | September 13, 2019 | |
|
|
|
|
|
|
|
10.39 |
|
| 8-K | 10.104 | September 13, 2019 | |
|
|
|
|
|
|
|
10.40 |
|
| 8-K | 10.2 | January 28, 2022 | |
|
|
|
|
|
|
|
62
10.41 |
|
| 8-K | 10.3 | January 28, 2022 | |
|
|
|
|
|
|
|
10.42 |
|
| 8-K | 10.1 | March 28, 2022 | |
|
|
|
|
|
|
|
10.43 |
|
| 8-K | 10.2 | March 28, 2022 | |
|
|
|
|
|
|
|
10.44 |
|
| 10-Q | 10.55 | May 10, 2022 | |
|
|
|
|
|
|
|
10.45 |
|
| 10-Q | 10.56 | May 10, 2022 | |
|
|
|
|
|
|
|
10.46 |
|
| 10-Q | 10.57 | May 10, 2022 | |
|
|
|
|
|
|
|
14 |
| X |
|
|
| |
|
|
|
|
|
|
|
21 |
| X |
|
|
| |
|
|
|
|
|
|
|
23 |
| X |
|
|
| |
|
|
|
|
|
|
|
31.1 |
| X |
|
|
| |
|
|
|
|
|
|
|
31.2 |
| X |
|
|
| |
|
|
|
|
|
|
|
32 |
| 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 |
|
|
|
|
|
|
|
|
|
|
63
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and continued in Exhibit 101) | X |
|
|
|
* Indicates a management contract or compensatory plan or arrangement.
ITEM 16.FORM 10-K SUMMARY
None.
64
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LESAKA TECHNOLOGIES, INC.
By: /s/ Chris G.B. Meyer
Chris G.B. Meyer
Group Chief Executive Officer and Director
Date: September 9, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME | TITLE | DATE |
|
|
|
/s/ Kuben Pillay | Chairman of the Board and Director | September 9, 2022 |
Kuben Pillay |
|
|
|
|
|
/s/ Chris G.B. Meyer | Group Chief Executive Officer and Director (Principal Executive Officer) | September 9, 2022 |
Chris G.B. Meyer |
|
|
|
|
|
/s/ Naeem E. Kola | Group Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | September 9, 2022 |
Naeem E. Kola |
|
|
|
|
|
/s/ Antony C. Ball | Director | September 9, 2022 |
Antony C. Ball |
|
|
|
|
|
/s/ Nonkululeko N. Gobodo | Director | September 9, 2022 |
Nonkululeko N. Gobodo |
|
|
|
|
|
/s/ Ian O. Greenstreet | Director | September 9, 2022 |
Ian O. Greenstreet |
|
|
|
|
|
/s/ Javed Hamid | Director | September 9, 2022 |
Javed Hamid |
|
|
|
|
|
/s/ Steven J. Heilbron | Director | September 9, 2022 |
Steven J. Heilbron |
|
|
|
|
|
/s/ Lincoln C. Mali | Director | September 9, 2022 |
Lincoln C. Mali |
|
|
|
|
|
/s/ Ali Mazanderani | Director | September 9, 2022 |
Ali Mazanderani |
|
|
|
|
|
/s/ Monde Nkosi | Director | September 9, 2022 |
Monde Nkosi |
|
|
|
|
|
/s/ Ekta Singh-Bushell | Director | September 9, 2022 |
Ekta Singh-Bushell |
|
|
65
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Lesaka Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lesaka Technologies, Inc. and subsidiaries (the "Company") as of June 30, 2022 and 2021, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows, for each of the three years in the period ended June 30, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 9, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Acquisition of Connect – Fair Value of the Intangible Assets Acquired
Refer to Note 3 to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of Connect, for a cash consideration of $258.9 million on April 14, 2022. The Company accounted for the acquisition of Connect as a business combination. Accordingly, the Company allocated the purchase price between tangible and intangible assets acquired and liabilities assumed based on estimated fair values, with any residual of the purchase price recorded as goodwill. The fair values assigned to the integrated platform, customer relationships and brand of Connect were $143.0 million, $20.5 million and $16.0 million, respectively.
Management estimated the fair value of the integrated platform and identified customer relationships using the multi-period excess earnings method and of the brand using the relief from royalty method. The multi-period excess earnings method valuations required management to make significant estimates and assumptions related to the selection of the attrition rates, useful lives and discount rates. The relief from royalty method valuation required management to make significant estimates and assumptions related to the selection of the royalty rates and discount rates.
We identified the fair value of the intangible assets acquired as a critical audit matter because of the significant judgments, estimates and assumptions made by management to estimate their fair value, including the need to involve a management specialist. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the attrition rates, useful lives, royalty rates and discount rates.
F-2
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures on the valuation method and assumptions related to the selection of the attrition rates, useful lives and discount rates for the integrated platform and customer relationships and related to the selection of the royalty rates and discount rates for the brands included the following, among others:
We compared the forecasts of future attrition rates, useful lives and royalty rates to historical performance of the acquired business and internal communications by management to the Board of Directors.
With the assistance of our fair value specialists, we evaluated the valuation methodologies and the reasonableness of the technology attrition rates, customer attrition rates, useful lives, royalty rates and discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the technology attrition rates, customer attrition rates, useful lives and royalty rates selected by management.
Revenue – Revenue recognition - principal versus agent consideration in Connect
Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of Connect on April 14, 2022. As a result of this acquisition, the Company expanded its offerings to include the sale of prepaid airtime and the provision of value added services, including the distribution of prepaid airtime, prepaid electricity, and gaming vouchers through their various platforms and service offerings. The determination of whether the Company acts as a principal or as an agent when providing these products and services requires a significant amount of judgement and is based on whether the Company:
(i) is primarily responsible for fulfilling the promise to provide the specified goods or service,
(ii) has inventory risk before the specified good or service has been transferred to a customer and
(iii) has discretion in establishing the price for the specified good or service.
Revenue recognized from these expanded products and services for the year ended June 30, 2022 was $70.2 million and is included in the total Connect revenue of $86.2 million. This judgement is noted as a critical accounting policy and referred to in Note 2.
We identified revenue recognition relating to these products and services based on the Company's principal versus agent conclusion, as a critical audit matter because of the significant judgement made by management in reaching its conclusions.
This required complex auditor judgment, and an increased extent of audit effort in performing procedures, to evaluate the reasonableness of management's judgments in reaching this conclusion.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to revenue recognition from these products and services included the following, among others:
We obtained and read source documents for the products and services, including agreements and other documents that evidenced the customer arrangement.
We evaluated the appropriateness of management's revenue recognition policy, including principal versus agent considerations by analyzing the Company's accounting memorandum related to the arrangement as well as by performing corroborative management inquiries and analyzing operational practices in connection with the Company's contract execution.
With the assistance of our accounting specialists, we evaluated management's revenue recognition accounting conclusions.
/s/ Deloitte & Touche
Registered Auditors
September 9, 2022
We have served as the Company's auditor since 2004.
F-3
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
as of June 30, 2022 and 2021
|
|
|
|
| June 30, |
| June 30, | |||
|
|
|
|
|
| 2022 |
| 2021 | ||
|
|
|
|
|
| (In thousands, except share data) | ||||
|
|
|
|
| ASSETS |
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
| |||||
| Cash and cash equivalents | $ |
| $ | ||||||
| Restricted cash related to ATM funding and short-term credit facilities (Note 12) |
|
|
| ||||||
| Accounts receivable, net and other receivables (Note 4) |
|
|
| ||||||
| Finance loans receivable, net (Note 4) |
|
|
| ||||||
| Inventory (Note 5) |
|
|
| ||||||
|
| Total current assets before settlement assets |
|
|
| |||||
|
|
| Settlement assets |
|
|
| ||||
|
|
|
| Total current assets |
|
|
| |||
PROPERTY, PLANT AND EQUIPMENT, NET (Note 7) |
|
|
| |||||||
OPERATING LEASE RIGHT-OF-USE (Note 8) |
|
|
| |||||||
EQUITY-ACCOUNTED INVESTMENTS (Note 9) |
|
|
| |||||||
GOODWILL (Note 10) |
|
|
| |||||||
INTANGIBLE ASSETS, NET (Note 10) |
|
|
| |||||||
DEFERRED INCOME TAXES |
|
|
| |||||||
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 9 and 11) |
|
|
| |||||||
TOTAL ASSETS |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
| |||||
| Short-term credit facilities for ATM funding (Note 12) |
|
|
| ||||||
| Short-term credit facilities (Note 12) |
|
|
| ||||||
| Accounts payable |
|
|
| ||||||
| Other payables (Note 13) |
|
|
| ||||||
| Operating lease liability - current (Note 8) |
|
|
| ||||||
| Current portion of long-term borrowings (Note 12) |
|
|
| ||||||
| Income taxes payable |
|
|
| ||||||
|
| Total current liabilities before settlement obligations |
|
|
| |||||
|
|
| Settlement obligations |
|
|
| ||||
|
|
|
| Total current liabilities |
|
|
| |||
DEFERRED INCOME TAXES |
|
|
| |||||||
OPERATING LEASE LIABILITY - LONG TERM (Note 8) |
|
|
| |||||||
LONG-TERM BORROWINGS (Note 12) |
|
|
| |||||||
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 11) |
|
|
| |||||||
TOTAL LIABILITIES |
|
|
| |||||||
COMMITMENTS AND CONTINGENCIES (Note 22) | - |
|
| - |
| |||||
REDEEMABLE COMMON STOCK (Note 14) |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EQUITY |
|
|
|
|
|
COMMON STOCK (Note 14) |
|
|
|
|
| |||||
| Authorized: |
|
|
|
|
| ||||
| Issued and outstanding shares, net of treasury - 2022: |
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
PREFERRED STOCK |
|
|
|
|
| |||||
| Authorized shares: |
|
|
|
|
| ||||
| Issued and outstanding shares, net of treasury: 2022: |
|
|
| ||||||
ADDITIONAL PAID-IN-CAPITAL |
|
|
| |||||||
TREASURY SHARES, AT COST: 2022: |
| ( |
|
| ( | |||||
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 15) |
| ( |
|
| ( | |||||
RETAINED EARNINGS |
|
|
| |||||||
TOTAL LESAKA EQUITY |
|
|
| |||||||
NON-CONTROLLING INTEREST |
|
|
| |||||||
TOTAL EQUITY |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY | $ |
| $ | |||||||
|
|
|
|
|
|
|
|
|
|
|
| See accompanying notes to consolidated financial statements. | |||||||||
F-4
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
for the years ended June 30, 2022, 2021 and 2020
|
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | ||||
|
|
|
|
|
|
|
| (In thousands, except per share data) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE (Note 16) |
| $ |
| $ |
| $ | |||||||||
| Services rendered |
|
|
|
|
|
|
|
| ||||||
| Loan-based fees received |
|
|
|
|
|
|
|
| ||||||
| Sale of goods |
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSE |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of goods sold, IT processing, servicing and support |
|
|
|
|
|
| ||||||||
| Selling, general and administration |
|
|
|
|
|
| ||||||||
| Depreciation and amortization |
|
|
|
|
|
| ||||||||
| Transaction costs related to Connect acquisition (Note 3) |
|
|
|
|
|
| ||||||||
| Reorganization costs |
|
|
|
|
|
| ||||||||
| Impairment loss (Note 10) |
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS |
|
| ( |
|
| ( |
|
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAIN RELATED TO FAIR VALUE ADJUSTMENT TO CURRENCY OPTIONS (Note 6) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 9) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 9) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 6 and 9) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ON DISPOSAL OF BANK FRICK (Note 9) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAIN ON DISPOSAL OF FIHRST (Note 3) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ON DISPOSAL OF DNI (Note 9) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ON DECONSOLIDATION OF CPS (Note 3) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TERMINATION FEE PAID TO CANCEL BANK FRICK OPTION (Note 9) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST INCOME |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAX EXPENSE |
|
| ( |
|
| ( |
|
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE (Note 18) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS |
|
| ( |
|
| ( |
|
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM EQUITY-ACCOUNTED INVESTMENTS (Note 9) |
|
| ( |
|
| ( |
|
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FROM CONTINUING OPERATIONS |
|
| ( |
|
| ( |
|
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME FROM DISCONTINUED OPERATIONS (Note 24I) |
|
|
|
|
|
| |||||||||
GAIN ON DISPOSAL OF DISCONTINUED OPERATION, net of tax (Note 24) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
| ( |
|
| ( |
|
| ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (LOSS) INCOME ATTRIBUTABLE TO LESAKA |
|
| ( |
|
| ( |
|
| ( | ||||||
| Continuing |
|
| ( |
|
| ( |
|
| ( | |||||
| Discontinued |
| $ |
| $ |
| $ | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share, in United States dollars (Note 19): |
|
|
|
|
|
|
|
|
| ||||||
Basic (loss) earnings attributable to Lesaka shareholders |
| $ | ( |
| $ | ( |
| $ | ( | ||||||
| Continuing |
| $ | ( |
| $ | ( |
| $ | ( | |||||
| Discontinued |
| $ |
| $ |
| $ | ||||||||
Diluted (loss) earnings attributable to Lesaka shareholders |
| $ | ( |
| $ | ( |
| $ | ( | ||||||
| Continuing |
| $ | ( |
| $ | ( |
| $ | ( | |||||
| Discontinued |
| $ |
| $ |
| $ | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to audited Consolidated Financial Statements | |||||||||||||||
F-5
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME
for the years ended June 30, 2022, 2021 and 2020
|
|
|
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | ||||
|
|
|
|
|
|
|
|
|
|
| (In thousands) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
| $ | ( |
| $ | ( |
| $ | ( | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of taxes: |
|
|
|
|
|
|
|
| |||||||||
| Movement in foreign currency translation reserve |
| ( |
|
|
|
| ( | |||||||||
| Movement in foreign currency translation reserve related to equity-accounted investments (Note 15) |
|
|
| ( |
|
| ||||||||||
| Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 9 and Note 15) |
|
|
|
|
| |||||||||||
| Release of foreign currency translation reserve related to liquidation of subsidiaries (Note 15) |
|
|
|
|
| |||||||||||
| Release of foreign currency translation reserve related to disposal of Bank Frick (Note 9 and Note 15) |
|
|
| ( |
|
| ||||||||||
| Release of foreign currency translation reserve related to deconsolidation of CPS (Note 3 and Note 15) |
|
|
|
|
| |||||||||||
| Release of foreign currency translation reserve related to disposal of Net1 Korea (Note 3 and Note 15) |
|
|
|
|
| |||||||||||
| Release of foreign currency translation reserve related to disposal of DNI (Note 3, Note 9 and Note 15) |
|
|
|
|
| |||||||||||
| Release of foreign currency translation reserve related to disposal of FIHRST (Note 3 and Note 15) |
|
|
|
|
| |||||||||||
|
| Total other comprehensive income (loss), net of taxes |
| ( |
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive loss |
|
|
|
| ( |
|
| ( |
|
| ( | ||||
|
|
|
|
| Comprehensive loss attributable to Lesaka |
|
|
| $ | ( |
| $ | ( |
| $ | ( | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements |
|
|
|
|
|
| |||||||||||
F-6
LESAKA TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity for the year ended June 30, 2020 (dollar amounts in thousands)
| Lesaka Technologies, Inc. Shareholders |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
|
| Number of Shares |
|
| Amount |
| Number of Treasury Shares |
|
| Treasury Shares |
| Number of shares, net of treasury |
|
| Additional Paid-In Capital |
|
| Retained Earnings |
|
| Accumulated other comprehensive loss |
|
| Total Lesaka Equity |
|
| Non-controlling Interest |
|
| Total |
|
| Redeemable common stock |
| Balance – July 1, 2019 |
| $ |
| ( |
| $ | ( |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted stock granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
| - |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation charge (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reversal of stock-based compensation charge (Note 17) | ( |
|
|
|
|
|
|
|
|
| ( |
|
| ( |
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation charge related to equity-accounted investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transfer from redeemable common stock to additional paid-in-capital (Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
| ( |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – June 30, 2020 |
| $ |
| ( |
| $ | ( |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
F-7
LESAKA TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity for the year ended June 30, 2021 (dollar amounts in thousands)
| Lesaka Technologies, Inc. Shareholders |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
|
| Number of Shares |
|
| Amount |
| Number of Treasury Shares |
|
| Treasury Shares |
| Number of shares, net of treasury |
|
| Additional Paid-In Capital |
|
| Retained Earnings |
|
| Accumulated other comprehensive loss |
|
| Total Lesaka Equity |
|
| Non-controlling Interest |
|
| Total |
|
| Redeemable common stock |
| Balance – July 1, 2020 |
| $ |
| ( |
| $ | ( |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted stock granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
| - |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation charge (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reversal of stock-based compensation charge (Note 17) | ( |
|
|
|
|
|
|
|
|
| ( |
|
| ( |
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation charge related to equity-accounted investment (Note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
| ( |
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from disgorgement of shareholders' short-swing profits (Note 23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
| ( |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – June 30, 2021 |
| $ |
| ( |
| $ | ( |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
F-8
LESAKA TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity for the year ended June 30, 2022 (dollar amounts in thousands)
|
| Lesaka Technologies, Inc. Shareholders |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
|
| Number of Shares |
|
| Amount |
| Number of Treasury Shares |
|
| Treasury Shares |
| Number of shares, net of treasury |
|
| Additional Paid-In Capital |
|
| Retained Earnings |
|
| Accumulated other comprehensive loss |
|
| Total Lesaka Equity |
|
| Non-controlling Interest |
|
| Total |
|
| Redeemable common stock |
| Balance – July 1, 2021 |
| $ |
| ( |
| $ | ( |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted stock granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation charge (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reversal of stock-based compensation charge (Note 17) | ( |
|
|
|
|
|
|
|
|
| ( |
|
| ( |
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation charge related to equity-accounted investment (Note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transfer from redeemable common stock to additional paid-in-capital (Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( |
|
|
|
|
| ( |
|
|
|
| ( |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive loss (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( |
|
| ( |
|
|
|
| ( |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – June 30, 2022 |
| $ |
| ( |
| $ | ( |
|
| $ |
| $ |
| $ | ( |
| $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| See accompanying notes to consolidated financial statements. | ||||||||||||||||||||||||||||||||
F-9
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASHFLOWS
for the years ended June 30, 2022, 2021 and 2020
|
| 2022 |
| 2021 |
| 2020 | ||||
|
|
| (In thousands) | |||||||
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
| ||
Net loss | $ | ( |
| $ | ( |
| $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
| ||
| Depreciation and amortization |
|
|
|
|
| ||||
| Impairment loss (Note 10) |
|
|
|
|
| ||||
| Movement in allowance for doubtful accounts receivable |
|
|
|
|
| ||||
| Fair value adjustment related to financial liabilities |
| ( |
|
|
|
| ( | ||
| (Profit) Loss on disposal of property, plant and equipment |
| ( |
|
|
|
| ( | ||
| Stock-based compensation charge (Note 17) |
|
|
|
|
| ||||
| Inventory net realizable value adjustment (Note 5) |
|
|
|
|
|
| |||
| Change in fair value of equity securities (Note 6 and 9) |
|
|
| ( |
|
| |||
| Gain on disposal of equity securities (9) |
| ( |
|
| - |
|
| - | |
| Loss on disposal of equity-accounted investment (9) |
|
|
|
|
| ||||
| Loss on disposal of Bank Frick (9) |
|
|
|
|
| ||||
| Gain on disposal of discontinued operation (Note 3) |
|
|
|
|
| ( | |||
| Gain on disposal of FIHRST (Note 3) |
|
|
|
|
| ( | |||
| Loss on deconsolidation of CPS (Note 3) |
|
|
|
|
| ||||
| Loss on disposal of DNI (Note 3) |
|
|
|
|
| ||||
| Interest payable |
|
|
| ( |
|
| |||
| Facility fee amortized (Note 12) |
|
|
|
|
| ||||
| Loss from equity-accounted investments (Note 9) |
|
|
|
|
| ||||
| Movement in allowance for doubtful loans to equity-accounted investments |
|
|
|
|
| ||||
| Dividends received from equity-accounted investments |
|
|
|
|
| ||||
| Decrease in accounts receivable and finance loans receivable |
|
|
|
|
| ||||
| (Increase) Decrease in inventory |
| ( |
|
|
|
| ( | ||
| Decrease in accounts payable and other payables |
| ( |
|
| ( |
|
| ( | |
| Increase (Decrease) in taxes payable |
|
|
| ( |
|
| ( | ||
| (Decrease) Increase in deferred taxes |
| ( |
|
|
|
| ( | ||
|
| Net cash used in operating activities |
| ( |
|
| ( |
|
| ( |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
| ||
Capital expenditures |
| ( |
|
| ( |
|
| ( | ||
Proceeds from disposal of property, plant and equipment |
|
|
|
|
| |||||
Acquisitions, net of cash acquired (Note 3) |
| ( |
|
|
|
| ||||
Proceeds from disposal of equity-accounted investment - Bank Frick (Note 9) |
|
|
|
|
| |||||
Proceeds from disposal of equity-accounted investment (Note 9) |
|
|
| - |
|
| - | |||
Proceeds from disposal of equity securities (Note 9) |
|
|
| - |
|
| - | |||
Proceeds from disposal of Net1 Korea, net of cash disposed (Note 3) |
|
|
|
|
| |||||
Transaction costs paid related to disposal of Net1 Korea (Note 3) |
|
|
|
|
| ( | ||||
Proceeds from disposal of DNI as equity-accounted investment (Note 9 and Note 20) |
|
|
|
|
| |||||
Transaction costs paid related to disposal of DNI as equity-accounted investment (Note 9) |
| - |
|
| - |
|
| ( | ||
Loans to equity-accounted investment (Note 9) |
|
|
| ( |
|
| ( | |||
Repayment of loans by equity-accounted investments |
|
|
|
|
| |||||
Proceeds from disposal of subsidiaries, net of cash disposed (Note 3 and Note 20) |
|
|
|
|
| |||||
Deconsolidation of CPS - cash disposed (Note 3) |
| - |
|
| - |
|
| ( | ||
Investment in equity-accounted investments (Note 9) |
|
|
|
|
| ( | ||||
Net change in settlement assets |
| ( |
|
|
|
| ( | |||
| Net cash (used in) provided by investing activities |
| ( |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
| ||
Proceeds from bank overdraft (Note 12) |
|
|
|
|
| |||||
Repayment of bank overdraft (Note 12) |
| ( |
|
| ( |
|
| ( | ||
Long-term borrowings utilized (Note 12) |
|
|
|
|
| |||||
Repayment of long-term borrowings (Note 12) |
| ( |
|
|
|
| ( | |||
Non-refundable deal origination fees/ guarantee fees (Note 12) |
| ( |
|
|
|
| ( | |||
Proceeds from exercise of stock options |
|
|
|
|
| |||||
Proceeds from disgorgement of shareholders' short-swing profits (Note 23) |
|
|
|
|
| |||||
Finance lease capital repayments |
|
|
|
|
| ( | ||||
Net change in settlement obligations |
|
|
| ( |
|
| ||||
| Net cash provided by (used in) financing activities |
|
|
| ( |
|
| ( | ||
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
| ( |
|
|
|
| ( | |||
Net (decrease) increase in cash, cash equivalents and restricted cash |
| ( |
|
| ( |
|
| |||
Cash, cash equivalents and restricted cash – beginning of period |
|
|
|
|
| |||||
Cash, cash equivalents and restricted cash – end of period (Note 20) | $ |
| $ |
| $ | |||||
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements | ||||||||||
F-10
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Lesaka Technologies, Inc. (“Lesaka” and collectively with its consolidated subsidiaries, the “Company”), formerly named Net 1 UEPS Technologies, Inc., was incorporated in the State of Florida on May 8, 1997. The Company is a provider of financial technology, or fintech, products and services, primarily in South Africa and neighboring countries, to unbanked and underbanked consumers, and fintech solutions for merchants operating in formal and informal markets. The Company provides cash management and digitization services and card acquiring to merchants, and has developed and provides secure transaction technology solutions and services, and offers transaction processing, including bill payment and value-added services (including prepaid airtime and electricity products) and financial solutions to its customers.
Basis of presentation
The accompanying consolidated financial statements include subsidiaries over which Lesaka exercises control and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Reorganization charge - financial services restructuring
The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic imperative for the Company is to return its South African consumer business to a breakeven position and then profitability as soon as possible. As part of a cost optimization review completed in late calendar 2021, the Company performed a review of its labor structure and determined that a number of its defined employee roles would need to be terminated due to redundancy. The Company embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January 10, 2022. The Company incurred cash costs of approximately $
July 2021 civil unrest in South Africa
Two of South Africa’s nine provinces experienced significant civil unrest in July 2021 resulting in mass looting, loss of life, disruption of transport and supply routes, and widespread destruction of property. In total 337 South Africans lost their lives in the unrest – fortunately none of the Company’s employees were injured or harmed. There was widespread damage to bank and ATM infrastructure in the affected provinces. In total approximately 1,800 ATMs and 300 branches were damaged across the industry, and the Banking Association of South Africa (“BASA”), estimates that total damage to banking infrastructure amounted to ZAR 1.6 billion. The South African Special Risks Insurance Association (“SASRIA”), a public enterprise and a non-life insurance company that provides coverage for damage caused by special risks such as politically motivated malicious acts, riots, strikes, terrorism and public disorders, estimates that the total damage to property across South Africa will be between ZAR 19.0 billion and ZAR 20.0 billion.
The Company suffered damage at
The Company’s insurance claims to recover the cost to repair and replace its branches and ATMs have been met in full, with the Company receiving ZAR
As a result of the disruption to ATM coverage and availability, BASA and the South Africa’s banks agreed that the fee which customers pay to utilize other banks’ ATMs would be waived for August and September 2021. The Company lost transaction fee revenue of approximately ZAR
Impact of events involving Russia and Ukraine
The Company does not expect its operations to be significantly impacted by events unfolding in the Ukraine. The Company believes that these events may adversely impact South African gross domestic product and rates of inflation as a result of the recent increases in crude oil prices, which is likely to impact economic activity in South Africa and therefore indirectly affect the Company. It may also lead to higher input prices for certain of the goods and services the Company procures.
F-11
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued)
Impact of COVID-19 on the Company’s business
The Company’s business has previously been impacted by government restrictions and quarantines related to COVID-19. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. South Africa operated at Level 3 during most of the first quarter of fiscal 2022, and primarily at adjusted Level 1 until the restrictions ceased to be in operation on April 4, 2022. These restrictions had a limited impact on the Company’s businesses. South Africa is currently subject to limited COVID-19 restrictions following the lifting of the National State of Disaster in South Africa on April 5, 2022. These restrictions are also expected to have a limited impact on the Company’s business
.
The broader implications of COVID-19 on the Company’s results of operations and overall financial performance continue to remain uncertain. While the Company has not incurred significant disruptions thus far from the COVID-19 outbreak, apart from the two months in April and May 2020 when loan origination was curtailed, the Company is unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and duration of any further outbreak, actions that may be taken by governmental authorities, the impact on the Company’s customers and other factors. The Company will continue to evaluate the nature and extent of the impact on its business, consolidated results of operations, and financial condition.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The financial statements of entities which are controlled by Lesaka, referred to as subsidiaries, are consolidated. Inter-company accounts and transactions are eliminated upon consolidation.
The Company, if it is the primary beneficiary, consolidates entities which are considered to be variable interest entities (“VIE”). The primary beneficiary is considered to be the entity that will absorb a majority of the entity's expected losses, receive a majority of the entity's expected residual returns, or both. No entities were required to be consolidated as a result of these requirements during the years ended June 30, 2022, 2021 and 2020.
Business combinations
The Company accounts for its business acquisitions under the acquisition method of accounting. The total value of the consideration paid for acquisitions is allocated to the underlying net assets acquired, based on their respective estimated fair values. The Company uses a number of valuation methods to determine the fair value of assets and liabilities acquired, including discounted cash flows, external market values, valuations on recent transactions or a combination thereof, and believes that it uses the most appropriate measure or a combination of measures to value each asset or liability. The Company recognizes measurement-period adjustments in the reporting period in which the adjustment amounts are determined.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Translation of foreign currencies
The primary functional currency of the consolidated entities is the South African Rand (“ZAR”) and the Company’s reporting currency is the U.S. dollar. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average rates for the period. Translation gains and losses are reported in accumulated other comprehensive income in total equity. The Company releases the foreign currency translation reserve included in accumulated other comprehensive income attributable to a foreign entity upon sale or complete, or substantially complete, liquidation of the investment in that foreign entity and includes the release in the gain or loss reported related to the sale or liquidation of the foreign entity.
Foreign exchange transactions are translated at the spot rate ruling at the date of the transaction. Monetary items are translated at the closing spot rate at the balance sheet date. Transactional gains and losses are recognized in selling, general and administration expense on the Company’s consolidated statement of operations for the period.
F-12
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash, cash equivalents and restricted cash
Cash and cash equivalents include cash on hand and funds deposited in bank accounts with financial institutions that are liquid, unrestricted and readily available. Cash that is restricted as to use is classified as restricted cash and includes cash in certain bank accounts that have been ceded to Nedbank Limited (“Nedbank”) as well as cash drawn under the Company’s borrowings and used to fund its ATMs, refer to Note 12.
Allowance for doubtful accounts receivable
Allowance for doubtful finance loans receivable
The Company regularly reviews the ageing of outstanding amounts due from borrowers and adjusts the allowance based on management’s estimate of the recoverability of the finance loans receivable. The Company writes off microlending finance loans receivable and related service fees and interest if a borrower is in arrears with repayments for more than three months or dies. The Company writes off merchant and working capital finance receivables and related fees when it is evident that reasonable recovery procedures, including where deemed necessary, formal legal action, have failed.
Allowance for doubtful accounts receivable
A specific provision is established where it is considered likely that all or a portion of the amount due from customers renting safe assets, point of sale (“POS”) equipment, receiving support and maintenance or transaction services or purchasing licenses or SIM cards from the Company will not be recovered. Non-recoverability is assessed based on a review by management of the ageing of outstanding amounts, the location and the payment history of the customer in relation to those specific amounts.
Inventory
Inventory is valued at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis and includes transport and handling costs.
Property, plant and equipment
Property, plant and equipment are shown at cost less accumulated depreciation. Property, plant and equipment are depreciated on the straight-line basis at rates which are estimated to amortize the assets to their anticipated residual values over their useful lives. Within the following asset classifications, the expected economic lives are approximately:
Safe assets
Computer equipment
Office equipment
Vehicles
Furniture and fittings
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in income.
Leases
The Company determines whether an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets (“ROU”), operating lease liability - current, and operating lease liability – long term in its consolidated balance sheets. The Company does not have any significant finance leases as of June 30, 2022 and 2021, respectively, but its policy is to include finance leases in property and equipment, other payables, and other long-term liabilities in its consolidated balance sheets.
A ROU asset represents the Company’s right to use an underlying asset for the lease term and the lease liabilities represent its obligation to make lease payments arising from the lease arrangement. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease prepayments made and excludes lease incentives. The terms of the Company’s lease arrangements may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
F-13
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Leases (continued)
The Company does not recognize right-of-use assets and lease liabilities for lease arrangements with a term of twelve months or less. The Company accounts for all components in a lease arrangement as a single combined lease component. Costs incurred in the adaptation of leased properties to serve the requirements of the Company (leasehold improvements) are capitalized and amortized over the shorter of the estimated useful life of the asset and the remaining term of the lease.
Equity-accounted investments
The Company uses the equity method to account for investments in companies when it has significant influence but not control over the operations of the company. Under the equity method, the Company initially records the investment at cost and thereafter adjusts the carrying value of the investment to recognize its proportional share of the equity-accounted company’s net income or loss. In addition, when an investment qualifies for the equity method (as a result of an increase in the level of ownership interest or degree of influence), the cost of acquiring the additional interest in the investee is added to the current basis of the Company’s previously held interest and the equity method would be applied subsequently from the date on which the Company obtains the ability to exercise significant influence over the investee.
The Company releases a pro rata portion of the foreign currency translation reserve related to an equity-accounted investment that is included in accumulated other comprehensive income to earnings upon the sale of a portion of its ownership interest in the equity-accounted investment. The release of the pro rata portion of the foreign currency translation reserve is included in the measurement of the gain or loss on sale of a portion of the Company’s ownership interest in the equity-accounted investment. The Company does not recognize cumulative losses in excess of its investment or loans in an equity-accounted investment except if it has an obligation to provide additional financial support.
Dividends received from an equity-accounted investment reduce the carrying value of the Company’s investment. The Company has elected to classify distributions received from equity method investees using the nature of the distribution approach. This election requires the Company to evaluate each distribution received on the basis of the source of the payment and classify the distribution as either operating cash inflows or investing cash inflows. The Company reviews its equity-accounted investments for impairment whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable.
Goodwill
Goodwill represents the excess of the purchase price of an acquired enterprise over the fair values of the identifiable assets acquired and liabilities assumed. The Company tests for impairment of goodwill on an annual basis and at any other time if events or circumstances change that would more likely than not reduce the fair value of the reporting unit’s goodwill below its carrying amount.
Circumstances that could trigger an impairment test include but are not limited to: a significant adverse change in the business climate or legal factors; an adverse action or assessment by a regulator; unanticipated competition; loss of key personnel; the likelihood that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed; and results of testing for recoverability of a significant asset group within a reporting unit. If goodwill is allocated to a reporting unit and the carrying amount of the reporting unit exceeds the fair value of that reporting unit, an impairment loss is recorded in the statement of operations. Measurement of the fair value of a reporting unit is based on one or more of the following fair value measures: the amount at which the unit as a whole could be bought or sold in a current transaction between willing parties; present value techniques of estimated future cash flows; or valuation techniques based on multiples of earnings or revenue, or a similar performance measure.
Intangible assets
Intangible assets are shown at cost less accumulated amortization. Intangible assets are amortized over the following useful lives:
Customer relationships
Software, integrated platform and unpatented technology
FTS patent
Exclusive licenses
Brands and trademarks
Intangible assets are periodically evaluated for recoverability, and those evaluations take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.
F-14
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Debt and equity securities
Debt securities
The Company is required to classify all applicable debt securities as either trading securities, available for sale or held to maturity upon investment in the security.
Trading
Debt securities acquired by the Company which it intends to sell in the short-term are classified as trading securities and are initially measured at fair value. These debt securities are subsequently measured at fair value and realized and unrealized gains and losses from these trading securities are included in the Company’s consolidated statement of operations. Classification of a debt security as a trading security is not precluded simply because the Company does not intend to sell the security in the short term. The Company had no debt securities that were classified as trading securities as of June 30, 2022 and 2021, respectively.
Available for sale
Debt securities acquired by the Company that have readily determinable fair values are classified as available for sale if the Company has not classified them as trading securities or if it does not have the ability or positive intent to hold the debt security until maturity. The Company is required to make an election to account for these debt securities as available for sale. These available for sale debt securities are initially measured at fair value. These debt securities are subsequently measured at fair value with unrealized gains and losses from available for sale investments in debt securities reported as a separate component of accumulated other comprehensive income, net of deferred income taxes, in shareholders’ equity. The Company had no debt securities that were classified as available for sale securities as of June 30, 2022 and 2021, respectively.
Held to maturity
Debt securities acquired by the Company which it has the ability and the positive intent to hold to maturity are classified as held to maturity debt securities. The Company is required to make an election to classify these debt securities as held to maturity and these securities are carried at amortized cost. The amortized cost of held to maturity debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Interest received from the held to maturity security together with this amortization is included in interest income in the Company’s consolidated statement of operations. The Company had a held to maturity security as of June 30, 2022 and 2021, respectively, refer to Note 4.
Impairment of debt securities
The Company’s available for sale and held to maturity debt securities with unrealized losses are reviewed quarterly to identify other-than-temporary impairments in value.
With regard to available for sale and held to maturity debt securities, the Company considers (i) the ability and intent to hold the debt security for a period of time to allow for recovery of value (ii) whether it is more likely than not that the Company will be required to sell the debt security; and (iii) whether it expects to recover the entire carrying amount of the debt security. The Company records an impairment loss in its consolidated statement of operations representing the difference between the debt securities carrying value and the current fair value as of the date of the impairment if the Company determines that it intends to sell the debt security or if that it is more likely than not that it will be required to sell the debt security before recovery of the amortized cost basis. However, the impairment loss is split between a credit loss and a non-credit loss for debt securities that the Company determines that it does not intend to sell or that it is more likely than not that it will not be required to sell the debt securities before the recovery of the amortized cost basis. The credit loss portion, which is measured as the difference between the debt security’s cost basis and the present value of expected future cash flows, is recognized in the Company’s consolidated statement of operations. The non-credit loss portion, which is measured as the difference between the debt security’s cost basis and its current fair value, is recognized in other comprehensive income, net of applicable taxes.
F-15
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Debt and equity securities (continued)
Equity securities
Equity securities are measured at fair value. Changes in the fair value of equity securities are recorded in the Company’s consolidated statement of operations within the caption titled “change in fair value of equity securities”. The Company may elect to measure equity securities without readily determinable fair values at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer (“cost minus changes in observable prices equity securities”). There were no changes in the fair value of the Company’s cost minus changes in observable prices equity securities during the year ended June 30, 2022 and 2020, respectively. Changes in the fair value of the Company’s cost minus changes in observable prices equity securities during the year ended June 30, 2021, are discussed in Note 9. The Company performs a qualitative assessment on a quarterly basis and recognizes an impairment loss if there are sufficient indicators that the fair value of the equity security is less than its carrying value.
Policy reserves and liabilities
Reserves for policy benefits and claims payable
The Company determines its reserves for policy benefits under its life insurance products using a model which estimates claims incurred that have not been reported and total present value of disability claims-in-payment at the balance sheet date. This model allows for best estimate assumptions based on experience (where sufficient) plus prescribed margins, as required in the markets in which these products are offered, namely South Africa.
The best estimate assumptions include (i) mortality and morbidity assumptions reflecting the company’s most recent experience and (ii) claim reporting delays reflecting Company specific and industry experience. Most of the disability claims-in-payment reserve is reinsured and the reported values were based on the reserve held by the relevant reinsurer. The values of matured guaranteed endowments are increased by late payment interest (net of the asset management fee and allowance for tax on investment income).
Deposits on investment contracts
For the Company’s interest-sensitive life contracts, liabilities approximate the policyholder’s account value.
Reinsurance contracts held
The Company enters into reinsurance contracts with reinsurers under which the Company is compensated for the entire amount or a portion of losses arising on one or more of the insurance contracts it issues.
The expected benefits to which the Company is entitled under its reinsurance contracts held are recognized as reinsurance assets. These assets consist of short-term balances due from reinsurers (classified within Accounts receivable, net and other receivables) as well as long-term receivables (classified within other long-term assets) that are dependent on the expected claims and benefits arising under the related reinsurance contracts. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured contracts and in accordance with the terms of each reinsurance contract. Reinsurance assets are assessed for impairment at each balance sheet date. If there is reliable objective evidence that amounts due may not be recoverable, the Company reduces the carrying amount of the reinsurance asset to its recoverable amount and recognizes that impairment loss in its consolidated statement of operations. Reinsurance premiums are recognized when due for payment under each reinsurance contract.
Redeemable common stock
Common stock that is redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of Company is presented outside of total Lesaka equity (i.e. permanent equity). Redeemable common stock is initially recognized at issuance date fair value and the Company does not adjust the issuance date fair value if redemption is not probable. The Company re-measures the redeemable common stock to the maximum redemption amount at the balance sheet date once redemption is probable. Reduction in the carrying amount of the redeemable common stock is only appropriate to the extent that the Company has previously recorded increases in the carrying amount of the redeemable equity instrument as the redeemable common stock may be not be carried at an amount that is less than the initial amount reported outside of permanent equity.
Redeemable common stock is reclassified as permanent equity when presentation outside permanent equity is no longer required (if, for example, a redemption feature lapses, or there is a modification of the terms of the instrument). The existing carrying amount of the redeemable common stock is reclassified to permanent equity at the date of the event that caused the reclassification and prior period consolidated financial statements are not adjusted.
F-16
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition
The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Nature of products and services
Telecom products and services
The Company purchases airtime for resale to customers and acts as a principal in these transactions. The Company recognizes revenue as the airtime is delivered to the customer.
Processing fees
The Company earns processing fees from transactions processed for its customers. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data in exchange for consideration upon completion of the transaction. In certain instances, the Company also provides a funds collection and settlement service for its customers. The Company also provides customers with cash management and digitization services which enables its merchant customers to deposit cash into digital vaults (safe assets) operated by the Company, after which the funds are then electronically accessible by customers to either transfer to their nominated bank account or to pay certain pre-selected suppliers. The Company considers each of these services as a single performance obligation. The Company’s contracts specify a transaction price for services provided. Processing revenue fluctuates based on the type and the volume of transactions processed. Revenue is recognized on the completion of the processed transaction.
Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device (“POS”). The Company earns processing fees from transactions processed for these customers. The Company’s contracts specify a transaction price for each service provided (for instance, ATM withdrawal, balance enquiry, etc.). Processing revenue fluctuates based on the type and volume of transactions performed by the customer. Revenue is recognized on the completion of the processed transaction.
The Company, as a transaction processor and in the capacity of an agent, facilitates the delivery value added services (“VAS”) to its customers (including prepaid airtime, prepaid electricity and gaming vouchers) and earns a commission once these services are delivered to the customer. Revenue from these transactions fluctuates based on the volume of VAS services distributed.
Account holder fees
The Company provides bank accounts to customers and this service is underwritten by a regulated banking institution because the Company is not a bank. The Company charges its customers a fixed monthly bank account administration fee for all active bank accounts regardless of whether the account holder has transacted or not. The Company recognizes account holder fees on a monthly basis on all active bank accounts. Revenue from account holders’ fees fluctuates based on the number of active bank accounts.
Lending revenue
The Company provides short-term loans to customers (consumers) in South Africa and charges up-front initiation fees and monthly service fees. Initiation fees are recognized using the effective interest rate method, which requires the utilization of the rate of return implicit in the loan, that is, the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount existing at the origination or acquisition of the loan. Monthly service fee revenue is recognized under the contractual terms of the loan. The monthly service fee amount is fixed upon initiation and does not change over the term of the loan.
Interest earned from customers
The Company provides short-term loans to merchants in South Africa and levies interest on the amount lent. The Company does not charge these customers up-front initiation fees or monthly service fees. Interest earned from customers is recognized using the effective interest rate method, which requires the utilization of the rate of return implicit in the loan, that is, the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount existing at the origination or acquisition of the loan. The interest rate included in the contract with the customer generally changes with changes to benchmark rates of interest set by the South African Reserve Bank.
F-17
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Nature of products and services (continued)
Technology products
The Company supplies hardware and licenses for its customers to use the Company’s technology. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. The Company recognizes revenue from hardware at the transaction price specified in the contract as the hardware is delivered to the customer. Licenses include the right to use certain technology developed by the Company and the associated revenue is recognized ratably over the license period.
Insurance revenue
The Company writes life insurance contracts, and policy holders pay the Company a monthly insurance premium at the beginning of each month. Premium revenue is recognized on a monthly basis net of policy lapses. Policy lapses are provided for on the basis of expected non-payment of policy premiums.
Accounts Receivable, Contract Assets and Contract Liabilities
The Company recognizes accounts receivable when its right to consideration under its contracts with customers becomes unconditional. The Company has no contract assets or contract liabilities.
Research and development expenditure
Research and development expenditure is charged to net income in the period in which it is incurred. During the years ended June 30, 2022, 2021 and 2020, the Company incurred research and development expenditures of $
Computer software development
Product development costs in respect of software intended for sale to licensees are expensed as incurred until technological feasibility is attained. Technological feasibility is attained when the Company’s software has completed system testing and has been determined to be viable for its intended use. The time between the attainment of technological feasibility and completion of software development is generally short with immaterial amounts of development costs incurred during this period.
Costs in respect of the development of software for the Company’s internal use are expensed as incurred, except to the extent that these costs are incurred during the application development stage. All other costs including those incurred in the project development and post-implementation stages are expensed as incurred.
Income taxes
The Company provides for income taxes using the asset and liability method. This approach recognizes the amount of taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequence of events recognized in the financial statements and tax returns. Deferred income taxes are adjusted to reflect the effects of changes in tax laws or enacted tax rates. The Company measured its South African income taxes and deferred income taxes for the years ended June 30, 2022, 2021 and 2020, using the enacted statutory tax rate in South Africa of
In establishing the appropriate deferred tax asset valuation allowances, the Company assesses the realizability of its deferred tax assets, and based on all available evidence, both positive and negative, determines whether it is more likely than not that the deferred tax assets or a portion thereof will be realized.
Reserves for uncertain tax positions are recognized in the financial statements for positions which are not considered more likely than not of being sustained based on the technical merits of the position on audit by the tax authorities. For positions that meet the more likely than not standard, the measurement of the tax benefit recognized in the financial statements is based upon the largest amount of tax benefit that, in management’s judgement, is greater than 50% likely of being realized based on a cumulative probability assessment of the possible outcomes. The Company’s policy is to include interest related to unrecognized tax benefits in interest expense and penalties in selling, general and administration in the consolidated statements of operations.
The Company has elected the period cost method and records U.S. inclusions in taxable income related to global intangible low taxed income (“GILTI”) as a current-period expense when incurred.
F-18
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based compensation
Stock-based compensation represents the cost related to stock-based awards granted. The Company measures equity-based stock-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes the cost as an expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. In respect of awards with only service conditions that have a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. The forfeiture rate is estimated using historical trends of the number of awards forfeited prior to vesting. The expense is recorded in the statement of operations and classified based on the recipients’ respective functions. The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of compensation cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in income tax expense in the consolidated statement of operations.
Equity instruments issued to third parties
Equity instruments issued to third parties represents the cost related to equity instruments granted. The Company measures this cost at the grant date, based on the estimated fair value of the award, and recognizes the cost as an expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. The forfeiture rate is estimated based on the Company’s expectation of the number of awards that will be forfeited prior to vesting. The Company records deferred tax assets for equity instrument awards that result in deductions on the Company’s income tax returns, based on the amount of equity instrument cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in the statement of operations.
Settlement assets and settlement obligations
The Company provides customers with cash management and digitization services which enable its merchant customers to deposit cash into digital vaults (safe assets) operated by the Company, after which the funds are then electronically accessible by customers to either transfer to their nominated bank account or to pay certain pre-selected suppliers.
Settlement assets comprise (1) cash received from merchant customers from cash deposits into the Company’s safe assets, which are then electronically accessible by customers to either transfer to their nominated bank account or to pay certain pre-selected suppliers, (2) cash received from credit card companies (as well as other types of payment services) which have business relationships with merchants selling goods and services that are the Company’s customers and on whose behalf it processes the transactions between various parties, and (3), up until the sale of FIHRST, refer to Note 24, cash received from customers on whose behalf the Company processes payroll payments that the Company will disburse to customer employees, payroll-related payees and other payees designated by the customer.
Settlement obligations comprise (1) amounts that the Company is obligated to disburse to merchant customers or to their nominated pre-selected suppliers, (2) amounts that the Company is obligated to disburse to merchants selling goods and services that are the Company’s customers and on whose behalf it processes the transactions between various parties and settles the funds from the credit card companies to the Company’s merchant customers, and (3), up until the sale of FIHRST, amounts that the Company is obligated to pay to customer employees, payroll-related payees and other payees designated by the customer.
The balances at each reporting date may vary widely depending on the timing of the receipts and payments of these assets and obligations.
Recent accounting pronouncements adopted
F-19
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements adopted (continued)
In January 2020, the FASB issued guidance regarding Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815. The guidance clarifies that an entity should consider observable transactions that require an entity to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with U.S GAAP guidance immediately before applying or upon discontinuing the equity method. The guidance also clarifies that, when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.
Recent accounting pronouncements not yet adopted as of June 30, 2022
In June 2016, the FASB issued guidance regarding Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.
In November 2019, the FASB issued guidance regarding Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The guidance provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities, including Smaller Reporting Companies. The Company is a Smaller Reporting Company. Specifically, the guidance changes some effective dates for certain new standards on the following topics in the FASB Codification, namely Derivatives and Hedging (ASC 815); Leases (ASC 842); Financial Instruments — Credit Losses (ASC 326); and Intangibles — Goodwill and Other (ASC 350). The guidance defers the adoption date of guidance regarding Measurement of Credit Losses on Financial Instruments by the Company from July 1, 2020 to July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.
In October 2021, the FASB issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination. These items are recognized at fair value on acquisition under current guidance. The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for the Company beginning July 1, 2022. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.
3.ACQUISITIONS
The Company did not make any acquisitions during the years ended June 30, 2021 and 2020. The cash paid, net of cash received related to the Company’s acquisition during the year ended June 30, 2022, is summarized in the table below:
|
|
|
|
|
| 2022 | |
| Total cash paid | $ | |||||
| Less: cash acquired |
| |||||
|
| Total cash paid, net of cash received(1) | $ | ||||
F-20
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
3.ACQUISITIONS (continued)
2022 Acquisitions
April 2022 acquisition of Connect
On October 31, 2021, the Company entered into a Sale of Shares Agreement (the “Sale Agreement”) with the Sellers (as defined in the Sale Agreement), Cash Connect Management Solutions Proprietary Limited (“CCMS”), Ovobix (RF) Proprietary Limited (“Ovobix”), Luxiano 227 Proprietary Limited (“Luxiano”) and K2021477132 (South Africa) Proprietary Limited (“K2021” and together with CCMS, Ovobix and Luxiano, “Connect”). Pursuant to the Sale Agreement, and subject to its terms and conditions, the Company’s wholly-owned subsidiary, Net1 SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Connect. The transaction closed on April 14, 2022.
The total purchase consideration was ZAR
The closing of the transaction was subject to customary closing conditions, including (i) approval from the competition authorities of South Africa, Namibia and Botswana, (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank, and (iii) obtaining certain third-party consents. In addition, the closing of the transaction was subject to entry into definitive financing agreements by each of Net1 SA and CCMS for an aggregate of ZAR
The South African competition authorities approved the transaction subject to certain public interest conditions relating to employment, increasing the spread of ownership by historically disadvantaged people (“HDPs”) and workers, and investing in supplier and enterprise development. Further to increasing the spread of ownership by HDPs, Lesaka is required to establish an employee share ownership scheme (“ESOP”) within
The Company believes that the acquisition significantly advances its vision to transform into the leading fintech platform for underserved consumers and merchants in South Africa. The combination is strategically important because it combines complementary product offerings to drive stronger unit economics, facilitates expansion of the addressable market to informal MSMEs, Connect has an attractive financial profile with strong and profitable growth, merges highly skilled teams with complementary expertise and allows the combined group to better serve the underserved in South Africa through the provision of dignified financial services to people and businesses who are underserved by the financial system.
F-21
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
3.ACQUISITIONS (continued)
2022 Acquisitions (continued)
April 2022 acquisition of Connect (continued)
The preliminary purchase price allocation of the Connect acquisition, translated at the foreign exchange rates applicable on the date of acquisition, is provided in the table below:
| Connect | ||||||
|
|
|
|
|
| April 2022 | |
| Cash and cash equivalents | $ | |||||
| Accounts receivable |
| |||||
| Finance loans receivable |
| |||||
| Inventory |
| |||||
| Property, plant and equipment |
| |||||
| Operating lease right of use asset |
| |||||
| Equity-accounted investment |
| |||||
| Goodwill |
| |||||
| Intangible assets |
| |||||
| Deferred income taxes assets |
| |||||
| Short term facilities |
| ( | ||||
| Accounts payable |
| ( | ||||
| Other payables |
| ( | ||||
| Operating lease liability – current |
| ( | ||||
| Current portion of long – term borrowings |
| |||||
| Income taxes payable |
| ( | ||||
| Deferred income taxes liabilities |
| ( | ||||
| Operating lease liability - long-term |
| ( | ||||
| Long-term borrowings |
| ( | ||||
| Settlement assets |
| |||||
| Settlement liabilities |
| ( | ||||
|
| Fair value of assets and liabilities on acquisition | $ | ||||
The preliminary purchase price allocation is based on management estimates as of June 30, 2022, and may be adjusted up to one year following the closing of the acquisition. The purchase price allocation has not been finalized, as management has not yet completed its allocation of the goodwill to the underlying identified reporting units. The Company expects to finalize the purchase price allocation on or before December 31, 2022.
Summarized below is the fair value of the Connect intangible assets acquired and the weighted-average amortization period:
|
|
|
|
|
| Fair value as of acquisition date |
| Weighted-average amortization period (in years) |
Finite-lived intangible asset: |
|
|
|
| ||||
| Acquired during the year ended June 30, 2022: |
|
|
|
| |||
|
| Connect – integrated platform | $ |
| ||||
|
| Connect – customer relationships |
|
| ||||
|
| Connect –brands | $ |
| ||||
|
|
|
|
|
|
|
|
|
On acquisition, the Company recognized a deferred tax liability of approximately $
The Company incurred transaction-related expenditures of $
F-22
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
3.ACQUISITIONS (continued)
2022 Acquisitions (continued)
April 2022 acquisition of Connect (continued)
Pro forma results related to acquisition
The results of Connect’s operations are reflected in the Company’s financial statements from April 14, 2022. The following unaudited pro forma revenue and net income information has been prepared as if the acquisition of Connect had occurred on July 1, 2020:
|
|
|
|
|
| Unaudited Year ended June 30, | ||||
|
|
|
|
|
| 2022 |
| 2021 | ||
| Revenue | $ |
| $ | ||||||
| Net loss | $ | ( |
| $ | ( | ||||
The unaudited pro forma financial information presented above includes the business combination accounting and other effects from the acquisition including (1) amortization expense related to acquired intangibles and the related deferred tax; (2) the loss of interest income, net of taxation, as a result of funding a portion of the purchase price in cash; (3) an increase in interest expense resulting from the long-term borrowing obtained to fund a portion of the purchase price, (4) stock-based compensation charges related to restricted stock and restricted stock units granted to Connect employees, and (5) an adjustment to exclude all applicable transaction-related costs recognized in the Company’s consolidated statement of operations for the year ended June 30, 2022. The unaudited pro forma net income presented above does not include any cost savings or other synergies that may result from the acquisition.
The unaudited pro forma information as presented above is for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had occurred on these dates.
Since the closing of the acquisition, Connect has contributed revenue of $
2021 Acquisitions
None.
2020 Acquisitions
None.
F-23
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
4. Accounts receivable, net and other receivables and finance loans receivable, net
Accounts receivable, net and other receivables
The Company’s accounts receivable, net, and other receivables as of June 30, 2022, and June 30, 2021, are presented in the table below:
|
|
|
|
| June 30, |
| June 30, | ||||||
|
|
|
|
| 2022 |
| 2021 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts receivable, trade, net | $ |
|
|
| $ |
|
| |||||
| Accounts receivable, trade, gross |
|
|
|
|
|
|
| |||||
| Allowance for doubtful accounts receivable, end of period |
|
|
|
|
|
|
| |||||
|
| Beginning of period |
|
|
|
|
|
|
| ||||
|
| Reversed to statement of operations |
|
| ( |
|
|
|
| ( |
| ||
|
| Charged to statement of operations |
|
|
|
|
|
|
| ||||
|
| Utilized |
|
| ( |
|
|
|
| ( |
| ||
|
| Foreign currency adjustment |
|
| ( |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current portion of amount outstanding related to sale of interest in Bank Frick (Note 9) |
|
|
|
|
|
|
| |||||
| Loans provided to Carbon, net of allowance: 2022: $ |
|
|
|
|
|
|
| |||||
| Current portion of total held to maturity investments |
|
|
|
|
|
|
| |||||
|
|
| Investment in |
|
|
|
|
|
|
| |||
| Other receivables |
|
|
|
|
|
|
| |||||
|
| Total accounts receivable, net | $ |
|
|
| $ |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, trade, gross includes amounts due from customers from the provision of transaction processing services, from the sale of hardware, software licenses and SIM cards and rentals from safe assets and POS equipment. The Company did not record any bad debt expense during the year ended June 30, 2021 and 2020, respectively and bad debts incurred were written off against the allowance for doubtful accounts receivable.
Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due from the purchaser related to the sale of Bank Frick, refer to Note 9 for additional information regarding the sale. The Company received the first scheduled repayment of $
The loan of $
Investment in
The Company does not expect to recover the amortized cost basis of the Cedar Cellular notes due to its assessment that the equity in Cell C currently has no value which would result in there being no future cash flows to be collected from the debt security on maturity. The recoverability of the debt security will be affected by the proposed recapitalization of Cell C, which is also expected to extend the maturity date of the instrument. The Company could not calculate an effective interest rate on the Cedar Cellular note because the carrying value was zero ($
Other receivables includes prepayments, deposits, income taxes receivable and other receivables, as well as transactions-switching funds receivables of $
F-24
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
4. Accounts receivable, net and other receivables and finance loans receivable, net (continued)
Contractual maturities of held to maturity investments
Summarized below is the contractual maturity of the Company’s held to maturity investment as of June 30, 2022:
|
|
|
|
|
|
|
|
| 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 ($
Finance loans receivable, net
The Company’s finance loans receivable, net, as of June 30, 2022, and June 30, 2021, is presented in the table below:
|
|
|
|
| June 30, |
|
| June 30, | |||||
|
|
|
|
| 2022 |
|
| 2021 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Microlending finance loans receivable, net | $ |
|
|
| $ |
|
| |||||
| Microlending finance loans receivable, gross |
|
|
|
|
|
|
| |||||
| Allowance for doubtful finance loans receivable, end of period |
|
|
|
|
|
|
| |||||
|
| Beginning of period |
|
|
|
|
|
|
| ||||
|
| Reversed to statement of operations |
|
| ( |
|
|
|
| ( |
| ||
|
| Charged to statement of operations |
|
|
|
|
|
|
| ||||
|
| Utilized |
|
| ( |
|
|
|
| ( |
| ||
|
| Foreign currency adjustment |
|
| ( |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Merchant finance loans receivable, net |
|
|
|
|
|
|
| |||||
| Merchant finance loans receivable, gross |
|
|
|
|
|
|
| |||||
| Allowance for doubtful finance loans receivable, end of period |
|
|
|
|
|
|
| |||||
|
| Beginning of period |
|
|
|
|
|
|
| ||||
|
| Charged to statement of operations |
|
|
|
|
|
|
| ||||
|
| Utilized |
|
|
|
|
|
|
| ||||
|
| Foreign currency adjustment |
|
| ( |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Working capital finance loans receivable, net |
|
|
|
|
|
|
| |||||
| Working capital finance loans receivable, gross |
|
|
|
|
|
|
| |||||
| Allowance for doubtful finance loans receivable, end of period |
|
|
|
|
|
|
| |||||
|
| Beginning of period |
|
|
|
|
|
|
| ||||
|
| Utilized |
|
|
|
|
|
| ( |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total finance loans receivable, net | $ |
|
|
| $ |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
Gross microlending finance loans receivable as of June 30, 2022, was lower than as of June 30, 2021, due to the weaker ZAR compared to the U.S. dollar. In ZAR terms, the loan book increased over the same period by approximately
F-25
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
4. ACCOUNTS RECEIVABLE, net and OTHER RECEIVABLES and FINANCE LOANS RECEIVABLE, net (continued)
Finance loans receivable, net (continued)
Merchant finance loans receivable, net, comprises finance loans receivable as of June 30, 2022, related to the Company’s lending operations in South Africa to merchants through Connect. Certain merchant finance loans receivable have been pledged as security for the Company’s revolving credit facility (refer to Note 12).
The Company had
5.INVENTORY
The Company’s inventory comprised the following categories as of June 30, 2022, and 2021.
|
| June 30, |
| June 30, | ||
|
| 2022 |
| 2021 | ||
|
|
|
|
|
|
|
| Raw materials | $ |
| $ | ||
| Work in progress |
|
|
| ||
| Finished goods |
|
|
| ||
|
| $ |
| $ | ||
As of June 30, 2022 and 2021, finished goods includes $
In support of Cell C’s liquidity position, the Company has limited the resale of this airtime to its own distribution channels until such time as Cell C’s recapitalization process is concluded. In light of the dynamics in the wholesale airtime inventory market as of June 30, 2020, the Company believed the net realizable value of certain airtime inventory held as of June 30, 2020, measured at amounts reflecting existing market conditions, was below its cost. Accordingly, the Company recorded a loss of $
6. Fair value of financial instruments
Fair value of financial instruments
Initial recognition and measurement
Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs.
Risk management
The Company manages its exposure to currency exchange, translation, interest rate, credit, microlending credit and equity price and liquidity risks as discussed below.
Currency exchange risk
The Company is subject to currency exchange risk because it purchases components for 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.
F-26
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
6. Fair value of financial instruments (continued)
Risk management (continued)
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.
Microlending credit risk
The Company is exposed to credit risk in its 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 risk management process, both of which are in accordance with local regulations. The affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.
Equity price and liquidity risk
Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value.
Equity liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange-traded price, or at all.
Financial instruments
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk.
Fair value measurements and inputs are categorized into a fair value hierarchy which prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety.
F-27
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
6. Fair value of financial instruments (continued)
Financial instruments (continued)
These levels are:
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value.
Asset measured at fair value using significant unobservable inputs – investment in Cell C
The Company’s Level 3 asset represents an investment of
The following key valuation inputs were used as of June 30, 2022 and 2021:
| Weighted Average Cost of Capital ("WACC"): | Between |
| Long-term growth rate: | |
| Marketability discount: | |
| Minority discount: | |
| Net adjusted external debt - June 30, 2022:(1) | ZAR |
| Net adjusted external debt - June 30, 2021:(2) | ZAR |
(1) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2022.
(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021.
The fair value of Cell C as of June 30, 2022, utilizing the discounted cash flow valuation model developed by the Company is sensitive to the following inputs: (i) the ability of Cell C to achieve the forecasts in their business case; (ii) the weighted average cost of capital (“WACC”) rate used; and (iii) the minority and marketability discount used. Utilization of different inputs, or changes to these inputs, may result in a significantly higher or lower fair value measurement.
The following table presents the impact on the carrying value of the Company’s Cell C investment of a
| Sensitivity for fair value of Cell C investment |
|
| 1.9% increase(A) |
|
| 3.2% decrease(A) |
|
| WACC rate |
| $ |
| $ |
| ||
| EBITDA margin |
| $ |
| $ |
|
(A) the carrying value of the Cell C investment is not impacted by a
The fair value of the Cell C shares as of June 30, 2022, represented approximately
F-28
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
6. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
Derivative transactions - Foreign exchange contracts
As part of the Company’s risk management strategy, the Company enters into derivative transactions to mitigate exposures to foreign currencies using foreign exchange contracts. These foreign exchange contracts are over-the-counter derivative transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” (or equivalent) or better. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value (Level 2). The Company has no derivatives that require fair value measurement under Level 1 or 3 of the fair value hierarchy.
The Company had
Notional amount ('000) | Strike price | Fair market | Maturity | |||
EUR | USD | USD | July 02, 2021 | |||
Derivative transactions - Foreign exchange option contracts
The Company held a significant amount of U.S. dollars during the current year and intended to use a portion of these funds to settle part of the purchase consideration related to the Connect acquisition. The purchase consideration was expected to be settled in ZAR. Accordingly, the Company entered into foreign exchange option contracts with FirstRand Bank Limited acting through its Rand Merchant Bank division (“RMB”) in November 2021 in order to manage the risk of currency volatility and to fix the ZAR amount to be utilized for part of the purchase consideration settlement. These foreign exchange option contracts, also known as synthetic forwards, are over-the-counter derivative transactions (Level 2). RMB’s long-term credit rating is “BB”. The Company used quoted prices in active markets for similar assets and liabilities to determine fair value of the foreign exchange option contracts (Level 2).
The Company marked-to-market the synthetic forwards as of December 31, 2021, using a Black-Scholes option pricing model which determined the respective fair value of the options utilizing current market parameters. During the year ended June 30, 2022, the Company recorded a net gain of $
The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2022, according to the fair value hierarchy:
|
|
|
|
|
| Quoted Price in Active Markets for Identical Assets (Level 1) |
|
| Significant Other Observable Inputs (Level 2) |
|
| Significant Unobservable Inputs (Level 3) |
|
| Total |
|
|
|
|
|
|
|
|
| |||||||
| Assets |
|
|
|
|
|
|
|
|
|
|
| |||
| Investment in Cell C | $ |
| $ |
| $ |
| $ | |||||||
| Related to insurance business: |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Cash, cash equivalents and restricted cash (included in other long-term assets) |
|
|
|
|
|
|
| ||||||
|
| Fixed maturity investments (included in cash and cash equivalents) |
|
|
|
|
|
|
| ||||||
|
| Total assets at fair value | $ |
| $ |
| $ |
| $ | ||||||
F-29
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
6.Fair value of financial instruments (continued)
Financial instruments (continued)
The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2021, 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) |
|
|
|
|
|
|
| ||||||
|
| Fixed maturity investments (included in cash and cash equivalents) |
|
|
|
|
|
|
| ||||||
|
|
| Total assets at fair value | $ |
| $ |
| $ |
| $ | |||||
There have been no transfers in or out of Level 3 during the years ended June 30, 2022, 2021 and 2020, respectively.
There was
|
|
|
|
|
| Carrying value |
| |
| Assets |
|
|
| ||||
| Balance as of June 30, 2021 | $ |
| |||||
|
| Foreign currency adjustment(1) |
|
| ||||
|
|
| Balance as of June 30, 2022 | $ |
| |||
(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S. dollar on the carrying value.
Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the year ended June 30, 2021:
|
|
|
|
|
| Carrying value | |
| Assets |
|
| ||||
| Balance as at June 30, 2020 | $ | |||||
|
| Foreign currency adjustment(1) |
| ||||
|
|
| Balance as of June 30, 2021 | $ | |||
(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S. dollar on the carrying value.
Trade, finance loans and other receivables
Trade, finance loans and other receivables originated by the Company are stated at cost less allowance for doubtful accounts receivable. The fair value of trade, finance loans and other receivables approximates their carrying value due to their short-term nature.
Trade and other payables
The fair values of trade and other payables approximates their carrying amounts, due to their short-term nature.
F-30
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
6. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
Assets and liabilities measured at fair value on a nonrecurring basis
The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. Refer to Note 9 for impairment charges recorded during the reporting periods presented herein. The Company has
7. PROPERTY, PLANT AND EQUIPMENT, net
Summarized below is the cost, accumulated depreciation and carrying amount of property, plant and equipment as of June 30, 2022 and 2021:
|
|
| June 30, |
| June 30, | ||
|
|
| 2022 |
| 2021 | ||
| Cost |
|
|
|
|
| |
|
| Safe assets | $ |
| $ | ||
|
| Computer equipment |
|
|
| ||
|
| Furniture and office equipment |
|
|
| ||
|
| Motor vehicles |
|
|
| ||
|
| Plant and machinery |
|
|
| ||
|
|
| $ |
| $ | ||
|
|
|
|
|
|
|
|
| Accumulated depreciation: |
|
|
|
|
| |
|
| Safe assets |
|
|
| ||
|
| Computer equipment |
|
|
| ||
|
| Furniture and office equipment |
|
|
| ||
|
| Motor vehicles |
|
|
| ||
|
| Plant and machinery |
|
|
| ||
|
|
| $ |
| $ | ||
|
|
|
|
|
|
|
|
| Carrying amount: |
|
|
|
|
| |
|
| Safe assets |
|
|
| ||
|
| Computer equipment |
|
|
| ||
|
| Furniture and office equipment |
|
|
| ||
|
| Motor vehicles |
|
|
| ||
|
| Plant and machinery |
|
|
| ||
|
|
| $ |
| $ | ||
8.LEASES
The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of its corporate head office, administration offices, a manufacturing facility, and branch locations through which the Company operates its financial services business in South Africa. The Company’s operating leases have a remaining lease term of between to
The Company’s operating lease expense during the years ended June 30, 2022, 2021 and 2020, was $
The Company has entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations to operate its financial services business in South Africa. The Company’s short-term lease expense during the years ended June 30, 2022, 2021 and 2020, was $
F-31
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
8.LEASES (continued)
The following table presents supplemental balance sheet disclosure related to our right-of-use assets and our operating leases liabilities as of June 30, 2022 and 2021:
|
|
| June 30, |
|
| June 30, |
| ||
|
|
| 2022 |
|
| 2021 |
| ||
|
| Right-of-use assets obtained in exchange for lease obligations |
|
|
|
|
|
|
|
|
| Weighted average remaining lease term (years) |
|
|
|
|
| ||
|
| Weighted average discount rate |
| % |
|
| % | ||
|
|
|
|
|
|
|
|
|
|
|
| Maturities of operating lease liabilities |
|
|
|
|
|
|
|
|
| 2023 | $ |
|
|
|
|
| |
|
| 2024 |
|
|
|
|
|
| |
|
| 2025 |
|
|
|
|
|
| |
|
| 2026 |
|
|
|
|
|
| |
|
| 2027 |
|
|
|
|
|
| |
|
| Thereafter |
|
|
|
|
|
| |
|
| Total undiscounted operating lease liabilities |
|
|
|
|
|
| |
|
| Less imputed interest |
|
|
|
|
|
| |
|
| Total operating lease liabilities, included in |
|
|
|
|
|
| |
|
| Operating lease liability - current |
|
|
|
|
|
| |
|
| Operating lease liability - long-term | $ |
|
|
|
|
| |
9.Equity-accounted investments and other long-term assets
Equity-accounted investments
The Company’s ownership percentage in its equity-accounted investments as of June 30, 2022 and 2021, was as follows:
|
|
|
|
|
|
|
| June 30, |
| June 30, | ||
|
|
|
|
|
|
|
| 2022 |
| 2021 | ||
| Finbond Group Limited (“Finbond”) |
| % |
|
| % | ||||||
| Sandulela Technology Proprietary Limited ("Sandulela") | % |
| % | ||||||||
| Carbon | % |
| % | ||||||||
| SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) | % |
| % | ||||||||
Finbond
As of June 30, 2022, the Company owned
F-32
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Finbond (continued)
Sale of Finbond shares during the year ended June 30, 2022
The Company sold
|
|
|
|
|
| Year ended June 30 |
| |
|
| 2022 |
| |||||
| Loss on disposal of Finbond shares: |
|
|
| ||||
| Consideration received in cash | $ |
| |||||
| Less: carrying value of Finbond shares sold |
| ( |
| ||||
| Less: release of foreign currency translation reserve from accumulated other comprehensive loss |
| ( |
| ||||
| Add: release of stock-based compensation charge related to equity-accounted investment |
|
| |||||
|
| Loss on sale of Finbond shares | $ | ( |
| |||
Finbond impairments recorded during the year ended June 30, 2021
Finbond published its half-year results to August 2020 in October 2020, which included the financial impact of the COVID-19 pandemic on its reported results during that reporting period. Finbond incurred losses during the six months to August 2020, primarily due to a slow-down in its lending activities. Finbond reported that its lending activities had increased again since August 2020, albeit at a slower pace compared with the prior calendar period. Finbond’s share price declined substantially during the period from its fiscal year end (February 2020) to September 30, 2020, and the weakness in its traded share price continued post September 30, 2020.
The Company considered the combination of the slow-down in business activity and the lower share price as impairment indicators. The Company performed an impairment assessment of its holding in Finbond as of September 30, 2020. The Company recorded an impairment loss of $
The Company performed a further impairment assessment of its holding in Finbond as of December 31, 2020, following a modest further decline in its market price during the quarter ended December 31, 2020. The Company recorded an impairment loss of $
Bank Frick
Sale of entire interest in Bank Frick in February 2021
On February 3, 2021, the Company, through its wholly-owned subsidiary, Net1 Holdings LI AG (“Net1 LI”), entered into a share sales agreement with the Frick Family Foundation (“KFS”) to sell its entire interest, or
F-33
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Bank Frick (continued)
Sale of entire interest in Bank Frick in February 2021 (continued)
The outstanding balance due by KFS was expected to be paid as follows: (i) $
The Company incurred transaction costs of approximately $
The following table presents the calculation of the loss on disposal of Bank Frick on February 3, 2021:
|
|
|
|
|
| February | |
|
| 2021 | |||||
| Loss on sale of Bank Frick: |
|
| ||||
| Consideration received in cash on February 3, 2021 | $ | |||||
| Consideration received with note on February 3, 2021, refer to (Note 4) |
| |||||
| Less: transaction costs |
| ( | ||||
| Less: carrying value of Bank Frick |
| ( | ||||
| Add: release of foreign currency translation reserve from accumulated other comprehensive loss |
| |||||
|
| Loss on sale of Bank Frick(1) | $ | ( | |||
Payment of option termination fee in April 2020
On October 2, 2019, the Company exercised its option to acquire an additional
Bank Frick impairment recorded during the year ended June 30, 2020
The Company considered the termination of the exercise of the option to acquire a further
F-34
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
V2 Limited
In August 2019, the Company made a further equity contribution of $
The Company had also committed to provide V2 with a working capital facility of $
Carbon
The Company recorded an impairment loss of $
Walletdoc
In November 2020, the Company’s subsidiary, Net1 SA, signed an agreement with Walletdoc under which Walletdoc agreed to repay the loan due to Net1 SA in full and Net1 SA agreed to dispose of its entire interest in Walletdoc to Walletdoc.
DNI
As of June 30, 2019, the Company owned
Sale of remaining interest in April 2020
In May 2019, Net1 SA granted an option to DNI, or its nominee, to acquire the
The option was exercised on March 31, 2020. DNI nominated MIC Investment Holdings Proprietary Limited (“MIC”) to exercise a portion of the option to acquire
F-35
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
DNI (continued)
Sale of remaining interest in April 2020 (continued)
The note was unsecured. The note principal was repayable in
The Company incurred transaction costs of approximately $
The following table presents the calculation of the loss on disposal of DNI on April 1, 2020:
|
|
|
|
|
| April 1 |
| |
|
| 2020 |
| |||||
| Consideration received in cash on April 1, 2020 - | $ |
| |||||
| Consideration received with note on April 1, 2020 - present value of note - |
|
| |||||
| Less: transaction costs |
| ( |
| ||||
| Less: carrying value of DNI |
| ( |
| ||||
| Less: release of foreign currency translation reserve from accumulated other comprehensive loss |
| ( |
| ||||
|
| Loss on sale of DNI before tax |
| ( |
| |||
|
| Taxes related to sale of DNI |
|
| ||||
|
|
| Capital gains tax related to sale of DNI(1) |
|
| |||
|
|
| Utilization of capital loss carryforwards(1) |
| ( |
| ||
|
|
|
| Loss on disposal of DNI after tax | $ | ( |
| |
DNI impairments recorded during the year ended June 30, 2020
During the year ended June 30, 2020, the Company recorded impairment losses of $
F-36
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Summarized below is the movement in equity-accounted investments during the years ended June 30, 2022 and 2021, which includes the investment in equity and the investment in loans provided to equity-accounted investees:
|
|
|
|
|
|
|
| Finbond |
| Bank Frick |
| Other(1) |
| Total | ||||
| Investment in equity |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Balance as of June 30, 2020 | $ |
| $ |
| $ |
| $ | |||||||||
|
|
| Stock-based compensation |
| ( |
|
|
|
|
|
| ( | ||||||
|
|
| Comprehensive (loss) income: |
| ( |
|
|
|
| ( |
|
| ( | |||||
|
|
|
| Other comprehensive income |
| ( |
|
|
|
|
|
| ( | |||||
|
|
|
| Equity accounted (loss) earnings |
| ( |
|
|
|
| ( |
|
| ( | ||||
|
|
|
|
| Share of net income (loss) |
| ( |
|
|
|
| ( |
|
| ( | |||
|
|
|
|
| Impairment |
| ( |
|
|
|
| ( |
|
| ( | |||
|
|
| Dividends received |
|
|
|
|
| ( |
|
| ( | ||||||
|
|
| Sale of Bank Frick and Walletdoc |
|
|
| ( |
|
| ( |
|
| ( | |||||
|
|
| Foreign currency adjustment(2) |
|
|
|
|
| ( |
|
| |||||||
|
|
| Balance as of June 30, 2021 |
|
|
|
|
|
|
| ||||||||
|
|
| Stock-based compensation |
|
|
|
|
|
|
| ||||||||
|
|
| Comprehensive (loss) income: |
| ( |
|
|
|
|
|
| ( | ||||||
|
|
|
| Other comprehensive income |
|
|
|
|
|
|
| |||||||
|
|
|
| Equity accounted (loss) earnings |
| ( |
|
|
|
|
|
| ( | |||||
|
|
|
|
| Share of net income (loss) |
| ( |
|
|
|
|
|
| ( | ||||
|
|
| Dividends received |
|
|
|
|
| ( |
|
| ( | ||||||
|
|
| Sale of shares in equity-accounted investment |
| ( |
|
|
|
|
|
| ( | ||||||
|
|
| Equity-accounted investment acquired in business combination (Note 3) |
|
|
|
|
|
|
| ||||||||
|
|
| Foreign currency adjustment(2) |
| ( |
|
|
|
| ( |
|
| ( | |||||
|
| Balance as of June 30, 2022 | $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment in loans: |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Balance as of June 30, 2020 | $ |
| $ |
| $ |
| $ | |||||||||
|
|
| Loans repaid |
|
|
|
|
| ( |
|
| ( | ||||||
|
|
| Loans granted |
|
|
|
|
|
|
| ||||||||
|
|
| Allowance for doubtful loans |
|
|
|
|
| ( |
|
| ( | ||||||
|
|
| Foreign currency adjustment(2) |
|
|
|
|
|
|
| ||||||||
|
| Balance as of June 30, 2021 |
|
|
|
|
|
|
| |||||||||
|
|
| Foreign currency adjustment(2) |
|
|
|
|
|
|
| ||||||||
|
| Balance as of June 30, 2022 | $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity |
| Loans |
| Total | |||
| Carrying amount as of : |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| June 30, 2021 |
|
|
| $ |
| $ |
| $ | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, 2022 |
|
|
| $ |
| $ |
| $ | |||||||
(1) Includes Carbon, Sandulela, SmartSwitch Namibia, V2 and Walletdoc;
(2) The foreign currency adjustment represents the effects of the fluctuations of the Swiss franc, ZAR, Nigerian naira and Namibian dollar, against the U.S. dollar on the carrying value.
F-37
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Summary financial information of equity-accounted investments
Summarized below is the financial information of equity-accounted investments (during the Company’s reporting periods in which investments were carried using the equity-method, unless otherwise noted) as of the stated reporting period of the investee and translated at the applicable closing or average foreign exchange rates (as applicable):
|
|
|
|
|
|
|
|
| Finbond(1) | Bank Frick(2) | DNI | Other(3) | ||||
| Balance sheet, as of |
|
| February 28 |
| June 30 |
| June 30 |
| Various | ||||||
|
| Current assets(4) |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
| $ | n/a | $ | n/a | $ | n/a | $ | |||||
|
|
| 2021 |
|
| n/a |
| n/a |
| n/a |
| |||||
|
| Long-term assets |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
|
| n/a |
| n/a |
| ||||||
|
|
| 2021 |
|
|
| n/a |
| n/a |
| ||||||
|
| Current liabilities(4) |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
| n/a |
| n/a |
| n/a |
| |||||
|
|
| 2021 |
|
| n/a |
| n/a |
| n/a |
| |||||
|
| Long-term liabilities |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
|
| n/a |
| n/a |
| ||||||
|
|
| 2021 |
|
|
| n/a |
| n/a |
| ||||||
|
| Non-controlling interest |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
|
| n/a |
| n/a |
| ||||||
|
|
| 2021 |
|
|
| - |
| n/a |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Statement of operations, for the period ended |
| February 28 |
| June 30(2) |
| June 30(5) |
| Various | |||||||
|
| Revenue |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
|
| n/a |
| n/a |
| ||||||
|
|
| 2021 |
|
|
|
| n/a |
| |||||||
|
|
| 2020 |
|
|
|
|
| ||||||||
|
| Operating income (loss) |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
| ( |
| n/a |
| n/a |
| |||||
|
|
| 2021 |
|
| ( |
|
| n/a |
| ( | |||||
|
|
| 2020 |
|
|
|
|
| ( | |||||||
|
| Income (loss) from continuing operations |
|
|
|
|
|
|
|
| ||||||
|
|
| 2022 |
|
| ( |
| n/a |
| n/a |
| |||||
|
|
| 2021 |
|
| ( |
|
| n/a |
| ( | |||||
|
|
| 2020 |
|
|
|
|
| ( | |||||||
|
| Net income (loss) |
|
|
|
|
|
|
|
|
| |||||
|
|
| 2022 |
|
| ( |
| n/a |
| n/a |
| |||||
|
|
| 2021 |
|
| ( |
|
| n/a |
| ( | |||||
|
|
| 2020 |
| $ | $ | $ | $ | ( | |||||||
(1) Finbond balances included were derived from its publicly available information and presented for its years ended February;
(2) Bank Frick disposed of in February 2021. Statement of operations information for Bank Frick is for the period from July 1, 2020 to January 31, 2021, and the full twelve months for fiscal 2020.
(3) Includes Carbon, SmartSwitch Namibia, Sandulela, Revix, Walletdoc and V2, as appropriate. Balance sheet information for Carbon, Sandulela, and SmartSwitch Namibia is as of June 30, 2022 and 2021, respectively. Statement of operations information for Carbon, SmartSwitch Namibia, Revix, and V2 for the year ended June 30, and Walletdoc for the year ended February 28/29 (as appropriate);
(4) Bank Frick and Finbond are banks and do not present current and long-term assets and liabilities. All assets and liabilities of these two entities are included under the long-term caption;
(5) Statement of operations information for DNI is for the period from July 1, 2019 to March 31, 2020.
F-38
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Other long-term assets
Summarized below is the breakdown of other long-term assets as of June 30, 2022, and June 30, 2021:
|
|
|
|
|
|
|
| June 30, |
| June 30, | ||
|
|
|
|
|
|
|
| 2022 |
| 2021 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total equity investments | $ |
| $ | ||||||||
|
|
| Investment in |
|
|
| ||||||
|
|
| Investment in |
|
|
| ||||||
|
|
| Investment in |
|
|
| ||||||
| Total held to maturity investments |
|
|
| ||||||||
|
|
| Investment in |
|
|
| ||||||
| Long-term portion of amount due related to sale of interest in Bank Frick(4) |
|
|
| ||||||||
| Policy holder assets under investment contracts (Note 11) |
|
|
| ||||||||
| Reinsurance assets under insurance contracts (Note 11) |
|
|
| ||||||||
|
|
| Total other long-term assets | $ |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
(3) The note is included in accounts receivable, net and other receivables as of June 30, 2022 (refer to Note 4).
(4) Long-term portion of amount due related to sale of interest in Bank Frick represents the amount that was due by the purchaser in July 2022, but was actually received in May 2022.
MobiKwik
The Company signed a subscription agreement with MobiKwik, which is one of India’s largest independent mobile payments networks and buy now pay later businesses. Pursuant to the subscription agreement, the Company agreed to make an equity investment of up to $
In October 2021, the Company converted its
During the year ended June 30, 2021, MobiKwik entered into a number of separate agreements with new shareholders to raise additional capital through the issuance of additional shares. Specifically, the Company used the following transactions as the basis for its fair value adjustments to its investment in MobiKwik during the year ended June 30, 2021: (i) in early November 2020, $
Cell C
On August 2, 2017, the Company, through its subsidiary, Net1SA, purchased
F-39
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
9.Equity-accounted investments and other long-term assets (continued)
Other long-term assets (continued)
CPS
The Company deconsolidated its investment in CPS in May 2020, refer to Note 24. As of June 30, 2022 and 2021, respectively, the Company owned
Revix
In February 2022, the Company sold its entire interest in Revix UK Limited for cash of $
Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2022:
|
|
|
|
|
|
|
|
|
|
| Cost basis |
|
| Unrealized holding |
|
| Unrealized holding |
|
| Carrying |
|
|
|
|
|
|
|
|
|
|
|
|
| gains |
|
| losses |
|
| value | |
| Equity securities: |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
| Investment in Mobikwik | $ |
| $ |
| $ |
| $ | |||||||||||
|
| Investment in CPS |
|
|
|
|
|
|
| |||||||||||
| Held to maturity: |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
| Investment in Cedar Cellular notes |
|
|
|
|
|
|
| |||||||||||
|
|
|
| Total | $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
| Cost basis |
|
| Unrealized holding |
|
| Unrealized holding |
|
| Carrying |
|
|
|
|
|
|
|
|
|
|
|
|
| gains |
|
| losses |
|
| value | |
| Equity securities: |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
| Investment in MobiKwik | $ |
| $ |
| $ |
| $ | |||||||||||
|
| Investment in CPS |
|
|
|
|
|
|
|
|
|
|
| |||||||
| Held to maturity: |
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
| Investment in Cedar Cellular notes |
|
|
|
|
|
|
| |||||||||||
|
|
|
| Total | $ |
| $ |
| $ |
| $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-40
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
10.Goodwill and intangible assets, net
Goodwill
Summarized below is the movement in the carrying value of goodwill for the years ended June 30, 2022, 2021 and 2020:
|
|
|
| Gross value |
|
| Accumulated impairment |
|
| Carrying value |
| Balance as of July 1, 2019 | $ |
| $ | ( |
| $ | |||
|
| Impairment loss |
|
|
| ( |
|
| ( | |
|
| Disposal of FIHRST (Note 3) |
| ( |
|
|
|
| ( | |
|
| Deconsolidation of CPS (Note 3) |
| ( |
|
|
|
| ||
|
| Foreign currency adjustment(1) |
| ( |
|
|
|
| ( | |
| Balance as of June 30, 2020 |
|
|
| ( |
|
| |||
|
| Liquidation of subsidiaries(2) |
| ( |
|
|
|
| ||
|
| Foreign currency adjustment(1) |
|
|
| ( |
|
| ||
| Balance as of June 30, 2021 |
|
|
| ( |
|
| |||
|
| Acquisition of Connect (Note 3)(3) |
|
|
|
|
| |||
|
| Foreign currency adjustment(1) |
| ( |
|
|
|
| ( | |
| Balance as of June 30, 2022 | $ |
| $ | ( |
| $ | |||
(1) – The foreign currency adjustment represents the effects of the fluctuations between the South African Rand and the Euro, against the U.S. dollar on the carrying value.
(2) – The Company deconsolidated the goodwill and accumulated impairment related to entities it substantially liquidated during the year ended June 30, 2021.
Goodwill associated with the acquisition of Connect represents the excess of cost over the fair value of acquired net assets. Connect goodwill is not deductible for tax purposes. See Note 3 for the allocation of the purchase price to the fair value of acquired net assets.
Impairment loss
The Company assesses the carrying value of goodwill for impairment annually, or more frequently, whenever events occur and circumstances change indicating potential impairment. The Company performs its annual impairment test as at June 30 of each year. Except as discussed below,
Year ended June 30, 2020 goodwill impairment loss
During the third quarter of fiscal 2020, the Company performed an impairment analysis and recognized an impairment loss of $
In order to determine the amount of the EasyPay goodwill impairment, the estimated fair value of EasyPay’s business assets and liabilities were compared to the carrying value of its assets and liabilities. The Company used a discounted cash flow model in order to determine the fair value of EasyPay. Based on this analysis, the Company determined that the carrying value of EasyPay’s assets and liabilities exceeded their fair value at the reporting date.
In the event that there is a deterioration in the Company’s operating segments, or in any other of the Company’s businesses, this may lead to additional impairments in future periods.
F-41
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
10.Goodwill and intangible assets, net (continued)
Goodwill (continued)
Refer to Note 21 for additional information regarding changes to the Company’s reportable segments during the year ended June 30, 2022. Goodwill has been allocated to the Company’s reportable segments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer |
| Merchant |
| Other |
| Carrying value | ||||
| Balance as of July 1, 2019 | $ |
| $ |
| $ |
| $ | ||||||
|
| Impairment loss |
|
|
| ( |
|
|
|
| ( | |||
|
| Disposal of FIHRST (Note 3) |
|
|
| ( |
|
|
|
| ( | |||
|
| Foreign currency adjustment(1) |
|
|
| ( |
|
|
|
| ( | |||
| Balance as of June 30, 2020 |
|
|
|
|
|
|
| ||||||
|
| Liquidation of subsidiaries |
|
|
|
|
|
|
| |||||
|
| Foreign currency adjustment(1) |
|
|
|
|
|
|
| |||||
| Balance as of June 30, 2021 |
|
|
|
|
|
|
| ||||||
|
| Acquisition of Connect |
|
|
|
|
|
|
| |||||
|
| Foreign currency adjustment(1) |
|
|
| ( |
|
|
|
| ( | |||
| Balance as of June 30, 2022 | $ |
| $ |
| $ |
| $ | ||||||
(1) – The foreign currency adjustment represents the effects of the fluctuations between the South African rand and the Euro, against the U.S. dollar on the carrying value.
Intangible assets
Impairment loss
The Company assesses the carrying value of intangible assets for impairment whenever events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. Except as discussed below,
Year ended June 30, 2020 impairment loss
During the third quarter of fiscal 2020, the Company determined that its indefinite-lived intangible asset, a Maltese e-money license, of $
Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2022, and June 30, 2021:
|
|
|
|
| As of June 30, 2022 |
| As of June 30, 2021 | ||||||||||||||
|
|
|
|
|
| Gross carrying value |
|
| Accumulated amortization |
|
| Net carrying value |
|
| Gross carrying value |
|
| Accumulated amortization |
|
| Net carrying value |
| Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
| Customer relationships(1) | $ |
| $ | ( |
| $ |
| $ |
| $ | ( |
| $ | ||||||
|
| Software, integrated platform and unpatented technology(1) |
|
|
| ( |
|
|
|
|
|
| ( |
|
| ||||||
|
| FTS patent |
|
|
| ( |
|
|
|
|
|
| ( |
|
| ||||||
|
| Brands and trademarks (1) |
|
|
| ( |
|
|
|
|
|
| ( |
|
| ||||||
|
| Total finite-lived intangible assets | $ |
| $ | ( |
|
|
| $ |
| $ | ( |
| $ | ||||||
F-42
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
10.Goodwill and intangible assets, net (continued)
Intangible assets (continued)
Carrying value and amortization of intangible assets (continued)
Aggregate amortization expense on the finite-lived intangible assets for the years ended June 30, 2022, 2021 and 2020, was approximately $
Future estimated annual amortization expense for the next five fiscal years and thereafter, using the exchange rates that prevailed on June 30, 2022, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors.
| Fiscal 2023 | $ | ||
| Fiscal 2024 |
| ||
| Fiscal 2025 |
| ||
| Fiscal 2026 |
| ||
| Fiscal 2027 |
| ||
| Thereafter |
| ||
|
| Total future estimated annual amortization expense | $ | |
11.Assets and policyholder liabilities under insurance and investment contracts
Reinsurance assets and policyholder liabilities under insurance contracts
Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the years ended June 30, 2022 and 2021:
|
|
|
|
| Reinsurance Assets(1) |
| Insurance contracts(2) | ||
| Balance as of July 1, 2020 | $ |
| $ | ( | ||||
|
| Increase in policy holder benefits under insurance contracts |
|
|
| ||||
|
| Claims and policyholders’ benefits under insurance contracts |
| ( |
|
| ( | ||
|
| Foreign currency adjustment(3) |
|
|
| ( | |||
| Balance as of June 30, 2021 |
|
|
| ( | ||||
|
| Increase in policy holder benefits under insurance contracts |
|
|
| ( | |||
|
| Claims and policyholders’ benefits under insurance contracts |
| ( |
|
| |||
|
| Foreign currency adjustment(3) |
| ( |
|
| |||
| Balance as of June 30, 2022 | $ |
| $ | ( | ||||
(1) Included in other long-term assets (refer to Note 9);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
The Company has agreements with reinsurance companies in order to limit its losses from large insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimates assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience).
F-43
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
11.Assets and policyholder liabilities under insurance and investment contracts (continued)
Assets and policyholder liabilities under investment contracts
Summarized below is the movement in assets and policyholder liabilities under investment contracts during the years ended June 30, 2022 and 2021:
|
|
|
|
| Assets(1) |
| Investment contracts(2) | ||
| Balance as of July 1, 2020 | $ |
| $ | ( | ||||
|
| Increase in policy holder benefits under investment contracts |
|
|
| ( | |||
|
| Claims and decrease in policyholders’ benefits under investment contracts |
| ( |
|
| |||
|
| Foreign currency adjustment(3) |
|
|
| ( | |||
| Balance as of June 30, 2021 |
|
|
| ( | ||||
|
| Increase in policy holder benefits under investment contracts |
|
|
| ( | |||
|
| Foreign currency adjustment(3) |
| ( |
|
| |||
|
|
| Balance as of June 30, 2022 | $ |
| $ | ( | ||
(1) Included in other long-term assets (refer to Note 9);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
The Company does not offer any investment products with guarantees related to capital or returns.
12.Borrowings
South Africa
The amounts below have been translated at exchange rates applicable as of the dates specified.
RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings
On July 21, 2017, Lesaka SA entered into a Common Terms Agreement, Subordination Agreement, Security Cession & Pledge and certain ancillary loan documents (collectively, the “Original Loan Documents”) with RMB, a South African corporate and investment bank, and Nedbank Limited (acting through its Corporate and Investment Banking division), an African corporate and investment bank (collectively, the “Lenders”). Since 2017, these agreements have been amended to add additional facilities, including Facilities G and H, which were obtained to finance the acquisition of Connect (refer to Note 3). Facilities A, B, C, D and F have been repaid and cancelled. As of June 30, 2022, the only remaining facilities are Facility G and Facility H (as defined below), and Facility E, an overdraft facility.
Available short-term facility - Facility E
On September 26, 2018, Lesaka SA revised its amended July 2017 Facilities agreement with RMB to include Facility E, an overdraft facility of up to ZAR
F-44
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
12.Borrowings (continued)
South Africa (continued)
RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings (continued)
Long-term borrowings - Facility G and Facility H
On January 24, 2022, Lesaka SA, entered into a Fourth Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Common Terms Agreement (“CTA”, a Senior Facility G Agreement and a Senior Facility H Agreement (collectively, the “Loan Documents”) with RMB and Main Street 1692 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties. Lesaka agreed to guarantee the obligations of Lesaka SA to the Lenders. The Loan Documents became effective on April 14, 2022. Pursuant to the Senior Facility G Agreement and the Senior Facility H Agreement, Lesaka SA was entitled to borrow up to an aggregate of ZAR
On March 22, 2022, Lesaka SA and RMB, in its capacity as Facility Agent, entered into a letter agreement to amend the CTA and Senior Facility G Agreement (“CTA and Facility G Amendment Letter”). The parties to this letter agreed to (i) increase Facility G from ZAR
On March 22, 2022, Lesaka and RMB, in its capacity as Facility Agent, entered into a letter agreement to amend the CTA and Senior Facility H Agreement (“CTA and Facility H Amendment Letter”). The parties to this letter agreed to amend the CTA to (i) allow for a reduction in the Minimum Group Cash Balances (as defined in the Loan Documents) to ZAR
The Loan Documents, as amended, become effective upon closing the transaction to acquire Connect.
On September 7, 2022, the parties to the January 2022 Loan Documents entered in a letter agreement to amend the CTA and related Facility G and Facility H agreements to (i) delete the covenant requiring compliance with Minimum Group Cash Balances (as defined in the Loan Documents and (ii) to extend the final maturity dates for Facility G and Facility H to April 30, 2024 .
The Loan Documents contain customary covenants that require Lesaka SA to maintain a specified total asset cover ratio and restrict the ability of Lesaka, Lesaka SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities.
Facility G was utilized, in full, on April 14, 2022. Facility G is required to be repaid on April 30, 2024. Interest on Facility G is payable quarterly in arrears based on the 3-month Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time plus an agreed margin. The JIBAR rate was
Facility H was utilized, in full, on April 14, 2022. Facility H is required to be repaid on April 30, 2024. Interest on Facility H is payable quarterly in arrears based on JIBAR in effect from time to time plus an agreed margin. Lesaka SA paid a non-refundable deal origination fee of ZAR
The Facility H Agreement provides the Lenders with a right to discuss the capitalization of the Lesaka group with its management and Value Capital Partners Proprietary Limited (“VCP”) if Lesaka’s market capitalization on the NASDAQ Stock Market (based on the closing price on the NASDAQ Stock Market) on any day falls below the USD equivalent of ZAR
F-45
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
12.Borrowings (continued)
South Africa (continued)
RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings (continued)
Repaid and cancelled facilities - Facility A, B, C, D and F
As part of the Original Loan Documents concluded on July 21, 2017, Lesaka SA entered into a Senior Facility A Agreement, Senior Facility B Agreement and Senior Facility C Agreement, pursuant to which, among other things, Lesaka SA borrowed ZAR
On September 4, 2019, Lesaka SA further amended the July 2017 Facilities agreement, which included adding the Debt Guarantor. The covenants were also amended and now include customary covenants that require Lesaka SA to maintain a specified total asset cover ratio and restrict the ability of Lesaka SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. Lesaka also agreed that in the event of any sale of KSNET, Inc., it would deposit a portion of the proceeds in an amount of the USD equivalent of the Facility F loan and the Nedbank general banking facility commitment into a bank account secured in favor of the Debt Guarantor. Lesaka SA also entered into a pledge and cession agreement with the Debt Guarantor pursuant to which, among other things, Lesaka SA agreed to cede its shareholdings in Cell C, DNI and Net1 FIHRST Holdings (Pty) Ltd to the Debt Guarantor. The shareholdings in DNI and Net 1 FIHRST Holdings (Pty) Ltd were released pursuant to the transactions to dispose of these investments.
On September 4, 2019, Lesaka SA further amended its amended July 2017 Facilities agreement with RMB and Nedbank to include a facility (“Facility F”) of up to ZAR
Lesaka SA paid a non-refundable structuring fee of ZAR
Connect Facilities, comprising long-term borrowings and a short-term facility
The Company, through CCMS, entered into a Facilities Agreement (the “CCMS Facilities Agreement”) with RMB in January 2022. The CCMS Facilities Agreement was further amended through letter agreements, which form part of the CCMS Facilities Agreement, in March and April 2022, respectively, and the disclosure in this note includes the amended terms. The CCMS Facilities Agreement became effective upon closing the Connect transaction.
The Connect facilities include (i) an overdraft facility (general banking facility) of ZAR
Borrowings under the CCMS Facilities Agreement are secured by a pledge by CCMS of, among other things, all of its equity shares, its entire equity interests in equity securities it owns and any claims outstanding. The CCMS Facilities Agreement contains customary covenants that require CCMS to maintain specified debt service, interest cover and leverage ratios.
F-46
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
12.Borrowings (continued)
South Africa (continued
K2020 facility, comprising long-term borrowings
The Company, through its wholly owned subsidiary, K2020, entered into a Revolving Credit Facility Agreement (the “Revolving Facility Agreement”) with RMB on February 15, 2021. The revolving credit facility is for an amount of ZAR
Certain merchant finance loans receivable have been pledged as security for the revolving credit facility obtained from RMB. CCMS also provided RMB with an unsecured limited guarantee (“the guarantee”) in respect of the revolving credit facility entered into between K2020 and RMB. The guarantee is limited to a maximum aggregate amount of ZAR
RMB facility, comprising indirect facilities
As of June 30, 2022, the aggregate amount of the Company’s short-term South African indirect credit facility with RMB was ZAR
Nedbank facility, comprising short-term facilities
As of June 30, 2022, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR
On November 2, 2020, the Company amended its short-term South African credit facility with Nedbank Limited to increase the indirect and derivative facilities component of the facility from ZAR
The Company has entered into cession and pledge agreements with Nedbank related to certain of its Nedbank credit facilities (the general banking facility and a portion of the indirect facility) and the Company has ceded and pledged certain bank accounts to Nedbank and also provided a cession of Lesaka SA’s shareholding in Cell C. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. These funds, of ZAR
The short-term facility provided Nedbank with the right to set off funds held in certain identified Company bank accounts with Nedbank against any amounts owed to Nedbank under the facility. As of June 30, 2022, these facilities were no longer available. The Company had total funds of $
As of June 30, 2021, the Company had not utilized its ZAR
On June 30, 2022, the Company’s ZAR
F-47
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
12.Borrowings (continued)
United States, a short-term facility (this facility has been repaid and cancelled)
On September 14, 2018, the Company renewed its $
Movement in short-term credit facilities
Summarized below are the Company’s short-term facilities as of June 30, 2022, and the movement in the Company’s short-term facilities from as of June 30, 2021 to as of June 30, 2022:
|
|
|
|
|
| RMB |
| RMB |
| RMB |
| Nedbank |
|
|
| ||||
|
|
|
|
|
| Facility E |
| Indirect |
| Connect |
| Facilities |
| Total | |||||
| Short-term facilities available as of June 30, 2022 | $ |
| $ |
| $ |
| $ |
| $ | |||||||||
|
| Overdraft |
|
|
|
|
|
|
|
|
| ||||||||
|
| Overdraft restricted as to use for ATM funding only |
|
|
|
|
|
|
|
|
| ||||||||
|
| Indirect and derivative facilities |
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Movement in utilized overdraft facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Balance as of June 30, 2020 |
|
|
|
|
|
|
|
|
| ||||||||
|
| Utilized |
|
|
|
|
|
|
|
|
| ||||||||
|
| Repaid |
| ( |
|
|
|
|
|
| ( |
|
| ( | |||||
|
| Foreign currency adjustment(1) |
|
|
|
|
|
|
| ( |
|
| |||||||
|
|
| Balance as of June 30, 2021(2) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
| Restricted as to use for ATM funding only |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
| No restrictions as to use |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
| Facilities acquired in transaction |
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
| Utilized |
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
| Repaid |
| ( |
|
|
|
| ( |
|
| ( |
|
| ( | |
|
|
|
|
| Foreign currency adjustment(1) |
| ( |
|
|
|
| ( |
|
| ( |
|
| ( | |
|
| Balance as of June 30, 2022 |
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
| Restricted as to use for ATM funding only |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
| No restrictions as to use |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate as of June 30, 2022 (%)(3) |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Movement in utilized indirect and derivative facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Balance as of June 30, 2020 |
|
|
|
|
|
|
|
|
| ||||||||
|
|
| Utilized |
|
|
|
|
|
|
|
|
| |||||||
|
|
| Foreign currency adjustment(1) |
|
|
|
|
|
|
|
|
| |||||||
|
| Balance as of June 30, 2021 |
|
|
|
|
|
|
|
|
| ||||||||
|
|
| Guarantees cancelled |
|
|
|
|
|
|
| ( |
|
| ( | |||||
|
|
| Utilized |
|
|
|
|
|
|
|
|
| |||||||
|
|
| Foreign currency adjustment(1) |
|
|
| ( |
|
|
|
| ( |
|
| ( | ||||
|
| Balance as of June 30, 2022 | $ |
| $ |
| $ |
| $ |
| $ | ||||||||
(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.
(2) As of June 30, 2021, there was $
(3) Facility E and Connect facility interest set at prime, Nedbank interest rate set at prime less
F-48
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
12.Borrowings (continued)
Movement in long-term borrowings
The Company had no long-term borrowings as of June 30, 2021. Summarized below is the movement in the Company’s long-term borrowing from as of June 30, 2021, to as of June 30, 2022:
|
|
|
|
| Facilities |
|
|
| ||||||||||
|
|
|
|
| G & H |
| A&B |
| K2020 |
| Asset backed |
| Total | |||||
| Included in current | $ |
| $ |
| $ |
| $ |
| $ | ||||||||
| Included in long-term |
|
|
|
|
|
|
|
|
| ||||||||
| Opening balance as of June 30, 2021 |
|
|
|
|
|
|
|
|
| ||||||||
|
| Facilities utilized |
|
|
|
|
|
|
|
|
| |||||||
|
| Facilities acquired in transaction |
|
|
|
|
|
|
|
|
| |||||||
|
| Facilities repaid |
| ( |
|
|
|
| ( |
|
| ( |
|
| ( | |||
|
| Non-refundable fees paid |
| ( |
|
|
|
|
|
|
|
| ( | |||||
|
| Non-refundable fees amortized |
|
|
|
|
|
|
|
|
| |||||||
|
| Foreign currency adjustment(1) |
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( | ||
|
|
| Closing balance as of June 30, 2022 |
|
|
|
|
|
|
|
|
| ||||||
|
|
| Included in current |
|
|
|
|
|
|
|
|
| ||||||
|
|
| Included in long-term |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
| Unamortized fees |
| ( |
|
| ( |
|
|
|
|
|
| ( | ||
|
|
|
| Due within 2 years |
|
|
|
|
|
|
|
|
| |||||
|
|
|
| Due within 3 years |
|
|
|
|
|
|
|
|
| |||||
|
|
|
| Due within 4 years |
|
|
|
|
|
|
|
|
| |||||
|
|
|
| Due within 5 years | $ |
| $ |
| $ |
| $ |
| $ | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rates as of June 30, 2022 (%): |
|
|
|
|
|
|
|
|
|
| |||||||
|
| Base rate (%) |
|
|
|
|
|
|
|
|
|
| ||||||
|
| Margin (%) |
| Varies |
|
|
|
|
|
|
|
|
| |||||
| Footnote number |
| (2)(3) |
|
| (4) |
|
| (5) |
|
| (6) |
|
|
| |||
(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.
(2) Interest on Facility G is calculated based on the 3-month JIBAR in effect from time to time plus a margin of (i)
(3) Interest on Facility H is calculated based on JIBAR in effect from time to time plus a margin of
(4) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, of approximately
(5) Interest is charged at prime plus
(6) Interest is charged at prime plus
Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the consolidated statement of operations during the years ended June 30, 2022 and 2020, was $
F-49
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
13.Other payables
Summarized below is the breakdown of other payables as of June 30, 2022 and 2021:
|
|
|
| June 30, |
| June 30, | ||
|
|
|
| 2022 |
| 2021 | ||
| Accruals |
| $ |
| $ | |||
| Provisions |
|
|
|
| |||
| Payroll-related payables |
|
|
|
| |||
| Participating merchants' settlement obligation |
|
|
|
| |||
| Value-added tax payable |
|
|
|
| |||
| Vendor consideration due to sellers of Connect (Note 3) |
|
|
|
| |||
| Other |
|
|
|
| |||
|
|
| $ |
| $ | |||
|
|
|
|
|
|
|
|
|
14.COMMON STOCK
Common stock
Holders of shares of Lesaka’s common stock are entitled to receive dividends and other distributions when declared by Lesaka’s board of directors out of legally available funds. Payment of dividends and distributions is subject to certain restrictions under the Florida Business Corporation Act, including the requirement that after making any distribution Lesaka must be able to meet its debts as they become due in the usual course of its business.
Upon voluntary or involuntary liquidation, dissolution or winding up of Lesaka, holders of common stock share ratably in the assets remaining after payments to creditors and provision for the preference of any preferred stock according to its terms. There are no pre-emptive or other subscription rights, conversion rights or redemption or scheduled installment payment provisions relating to shares of common stock. All of the outstanding shares of common stock are fully paid and non-assessable.
Each holder of common stock is entitled to one vote per share for the election of directors and for all other matters to be voted on by shareholders. Holders of common stock may not cumulate their votes in the election of directors, and are entitled to share equally and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on outstanding shares of preferred stock according to its terms. The shares of Lesaka common stock are not subject to redemption.
The Company’s number of shares, net of treasury, presented in the consolidated balance sheets and consolidated statement of changes in equity includes participating non-vested equity shares (specifically contingently returnable shares) as described below in Note 17 “— Amended and Restated Stock Incentive Plan—Restricted Stock—General Terms of Awards”.
The following table presents a reconciliation between the number of shares, net of treasury, presented in the consolidated statement of changes in equity and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the years ended June 30, 2022, 2021 and 2020:
|
|
| 2022 |
| 2021 |
| 2020 |
|
|
|
|
|
|
|
|
| Number of shares, net of treasury: |
|
|
|
|
| |
|
| Statement of changes in equity – common stock |
|
| |||
|
| Less: Non-vested equity shares that have not vested as of end of year (Note 17) |
|
| |||
| Number of shares, net of treasury excluding non-vested equity shares that have not vested |
|
| ||||
F-50
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
14.COMMON STOCK (continued)
Redeemable common stock issued pursuant to transaction with the IFC Investors
Holders of redeemable common stock have all the rights enjoyed by holders of common stock, however, holders of redeemable common stock have additional contractual rights. On April 11, 2016, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with International Finance Corporation (“IFC”), IFC African, Latin American and Caribbean Fund, LP, IFC Financial Institutions Growth Fund, LP, and Africa Capitalization Fund, Ltd. (collectively, the “IFC Investors”). Under the Subscription Agreement, the IFC Investors purchased, and the Company sold in the aggregate, approximately
On May 19, 2020, the Africa Capitalization Fund, Ltd sold its entire holding of
On August 19, 2022, the IFC Investors filed an amended Form 13D/A, amendment no. 2, with the United States Securities and Exchange Commission reporting that in October 2017 and February 2018, the IFC sold an aggregate of
The Company has entered into a Policy Agreement with the IFC Investors (the “Policy Agreement”). The material terms of the Policy Agreement are described below.
Board Rights
For so long as the IFC Investors in aggregate beneficially own shares representing at least
Put Option
Each IFC Investor will have the right, upon the occurrence of specified triggering events, to require the Company to repurchase all of the shares of its common stock purchased by the IFC Investors pursuant to the Subscription Agreement (or upon exercise of their preemptive rights discussed below). Events triggering this put right relate to (1) the Company being the subject of a governmental complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt, fraudulent, coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder rights plan triggered by a beneficial ownership threshold of less than percent. The put price per share will be the higher of the price per share paid by the IFC Investors pursuant to the Subscription Agreement (or paid when exercising their preemptive rights) and the volume weighted average price per share prevailing for the
Registration Rights
The Company has agreed to grant certain registration rights to the IFC Investors for the resale of their shares of the Company’s common stock, including filing a resale shelf registration statement and taking certain actions to facilitate resales thereunder.
Preemptive Rights
For so long as the IFC Investors hold in aggregate
F-51
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
14.COMMON STOCK (continued)
Common stock repurchases
Executed under share repurchase authorizations
On February 5, 2020, the Company’s Board of Directors approved the replenishment of its share repurchase authorization to repurchase up to an aggregate of $
15.Accumulated other comprehensive (loss) income
The table below presents the change in accumulated other comprehensive (loss) income per component during the years ended June 30, 2022, 2021 and 2020:
|
|
|
|
|
|
|
| Accumulated foreign currency translation reserve |
| Total | ||
| Balance as of July 1, 2019 |
| $ | ( |
| $ | ( | |||||
|
| Release of foreign currency translation reserve: deconsolidation of CPS (Note 24) |
|
|
|
| ||||||
|
| Release of foreign currency translation reserve: disposal of Net1 Korea (Note 24) |
|
|
|
| ||||||
|
| Release of foreign currency translation reserve: disposal of DNI interest as an equity method investment (Note 9) |
|
|
|
| ||||||
|
| Release of foreign currency translation reserve: disposal of FIHRST (Note 24) |
|
|
|
| ||||||
|
| Movement in foreign currency translation reserve related to equity-accounted investment |
|
|
|
| ||||||
|
| Movement in foreign currency translation reserve |
|
| ( |
|
| ( | ||||
| Balance as of July 1, 2020 |
|
| ( |
|
| ( | |||||
|
| Release of foreign currency translation reserve: the disposal of Bank Frick (Note 9) |
|
| ( |
|
| ( | ||||
|
| Release of foreign currency translation reserve: liquidation of subsidiaries |
|
|
|
| ||||||
|
| Movement in foreign currency translation reserve related to equity-accounted investment |
|
| ( |
|
| ( | ||||
|
| Movement in foreign currency translation reserve |
|
|
|
| ||||||
| Balance as of July 1, 2021 |
|
| ( |
|
| ( | |||||
|
| Release of foreign currency translation reserve: disposal of Finbond equity securities (Note 9) |
|
|
|
| ||||||
|
| Release of foreign currency translation reserve: liquidation of subsidiaries |
|
|
|
| ||||||
|
| Movement in foreign currency translation reserve related to equity-accounted investment |
|
|
|
| ||||||
|
| Movement in foreign currency translation reserve |
|
| ( |
|
| ( | ||||
| Balance as of June 30, 2022 |
| $ | ( |
| $ | ( | |||||
F-52
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
16.Revenue
The Company is a provider of digitized cash management solutions, transaction processing and merchant acquiring services, financial inclusion products and services, and secure payment technology. The Company operates a market-leading payment processor in South Africa. The Company offers debit, credit and prepaid processing and issuing services for all major payment networks. In South Africa, the Company provides innovative low-cost financial inclusion products, including banking, lending and insurance. Through the acquisition of Connect, the Company now offers digitized cash management solutions and merchant acquiring services, including an integrated platform for the distribution of value-added services.
Disaggregation of revenue
The following table represents our revenue disaggregated by major revenue streams, including reconciliation to operating segments for the year ended June 30, 2022:
|
|
|
| Consumer |
| Merchant |
| Other |
| Total | ||||
| Processing fees | $ |
| $ |
| $ |
| $ | ||||||
|
| South Africa |
|
|
|
|
|
|
| |||||
|
| Rest of world |
|
|
|
|
|
|
| |||||
| Technology products |
|
|
|
|
|
|
| ||||||
|
| South Africa |
|
|
|
|
|
|
| |||||
|
| Rest of world |
|
|
|
|
|
|
| |||||
| Telecom products and services |
|
|
|
|
|
|
| ||||||
| Lending revenue |
|
|
|
|
|
|
| ||||||
| Interest from customers |
|
|
|
|
|
|
| ||||||
| Insurance revenue |
|
|
|
|
|
|
| ||||||
| Account holder fees |
|
|
|
|
|
|
| ||||||
| Other |
|
|
|
|
|
|
| ||||||
|
| South Africa |
|
|
|
|
|
|
| |||||
|
| Rest of world |
|
|
|
|
|
|
| |||||
|
| Total revenue, derived from the following geographic locations |
|
|
|
|
|
|
| |||||
|
|
| South Africa |
|
|
|
|
|
|
| ||||
|
|
| Rest of world | $ |
| $ |
| $ |
| $ | ||||
|
|
|
| Consumer |
| Merchant |
| Other |
| Total | ||||
| Processing fees | $ |
| $ |
| $ |
| $ | ||||||
|
| South Africa |
|
|
|
|
|
|
| |||||
|
| Rest of world |
|
|
|
|
|
|
| |||||
| Technology products |
|
|
|
|
|
|
| ||||||
| Telecom products and services |
|
|
|
|
|
|
| ||||||
| Lending revenue |
|
|
|
|
|
|
| ||||||
| Insurance revenue |
|
|
|
|
|
|
| ||||||
| Account holder fees |
|
|
|
|
|
|
| ||||||
| Other |
|
|
|
|
|
|
| ||||||
|
| Total revenue, derived from the following geographic locations |
|
|
|
|
|
|
| |||||
|
|
| South Africa |
|
|
|
|
|
|
| ||||
|
|
| Rest of world | $ |
| $ |
| $ |
| $ | ||||
F-53
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
16.Revenue (continued)
The following table represents our revenue disaggregated by major revenue streams, including reconciliation to operating segments for the year ended June 30, 2020:
|
|
|
| Consumer |
| Merchant |
| Other |
| Total | ||||
| Processing fees | $ |
| $ |
| $ |
| $ | ||||||
|
| South Africa |
|
|
|
|
|
|
| |||||
|
| Rest of world |
|
|
|
|
|
|
| |||||
| Technology products |
|
|
|
|
|
|
| ||||||
| Telecom products and services |
|
|
|
|
|
|
| ||||||
| Lending revenue |
|
|
|
|
|
|
| ||||||
| Insurance revenue |
|
|
|
|
|
|
| ||||||
| Account holder fees |
|
|
|
|
|
|
| ||||||
| Other |
|
|
|
|
|
|
| ||||||
|
| Total revenue, derived from the following geographic locations |
|
|
|
|
|
|
| |||||
|
|
| South Africa |
|
|
|
|
|
|
| ||||
|
|
| Rest of world | $ |
| $ |
| $ |
| $ | ||||
17.Stock-based compensation
Amended and Restated Stock Incentive Plan
The Company’s Amended and Restated 2015 Stock Incentive Plan (the “Plan”) was most recently amended and restated on November 11, 2015, after approval by shareholders. No evergreen provisions are included in the Plan. This means that the maximum number of shares issuable under the Plan is fixed and cannot be increased without shareholder approval, the plan expires by its terms upon a specified date, and no new stock options are awarded automatically upon exercise of an outstanding stock option. Shareholder approval is required for the repricing of awards or the implementation of any award exchange program.
The Plan permits Lesaka to grant to its employees, directors and consultants incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance-based awards and other awards based on its common stock. The Remuneration Committee of the Company’s Board of Directors (“Remuneration Committee”) administers the Plan.
The total number of shares of common stock issuable under the Plan is
Options
General Terms of Awards
Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant, with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and expire
Valuation Assumptions
The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the table below. The estimated expected volatility is generally calculated based on the Company’s
F-54
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Amended and Restated Stock Incentive Plan (continued)
Options (continued)
Valuation Assumptions (continued)
The table below presents the range of assumptions used to value options granted during the years ended 2022, 2021 and 2020:
|
|
|
|
| 2022 |
| 2021 |
| 2020 | |||
| Expected volatility | % |
| % |
| % | ||||||
| Expected dividends | % |
| % |
| % | ||||||
| Expected life (in years) |
|
|
|
|
| ||||||
| Risk-free rate | % |
| % |
| % | ||||||
Restricted Stock
General Terms of Awards
Shares of restricted stock are considered to be participating non-vested equity shares (specifically contingently returnable shares) for the purposes of calculating earnings per share (refer to Note 19) because, as discussed in more detail below, the recipient is obligated to transfer any unvested restricted stock back to the Company for no consideration and these shares of restricted stock are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Restricted stock generally vests ratably over a
Recipients are entitled to all rights of a shareholder of the Company except as otherwise provided in the restricted stock agreements. These rights include the right to vote and receive dividends and/or other distributions. However, the restricted stock agreements generally prohibit transfer of any nonvested and forfeitable restricted stock. If a recipient ceases to be a member of the Board of Directors or an employee for any reason, all shares of restricted stock that are not then vested and nonforfeitable will be immediately forfeited and transferred to the Company for no consideration. Forfeited shares of restricted stock are available for future issuances by the Remuneration Committee.
The Company issues new shares to satisfy restricted stock awards.
Valuation Assumptions
The fair value of restricted stock is generally based on the closing price of the Company’s stock quoted on The Nasdaq Global Select Market on the date of grant.
Forfeiture of 150,000 shares of restricted stock with Market Conditions awarded in August 2017
In August 2017, the Remuneration Committee approved an award of
Below $
At or above $
At or above $
At or above $
The
F-55
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Forfeiture of 150,000 shares of restricted stock with Market Conditions awarded in August 2017 (continued)
A standard Geometric Brownian motion process was used in the forecasting of the share price instead of a “jump diffusion” model, as the share price volatility was more stable compared to the highly volatile regime of previous years. Therefore, the simulated share price paths capture the idiosyncrasies of the observed Company share price movements.
In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. The value of the grant is the average of the discounted vested values. The Company used an expected volatility of
On August 5, 2020, the Company and its then chief executive officer and member of its board of directors, Mr. Herman G. Kotzé, entered into a Separation and Release of Claims Agreement (the “Separation Agreement”). The parties agreed that Mr. Kotzé’s last day of employment with the Company would be September 30, 2020, unless terminated earlier by the Company for cause. Upon separation from the Company, Mr. Kotzé forfeited
Market Conditions - Restricted Stock Granted in September 2018 – all forfeited
In September 2018, the Remuneration Committee approved an award of
Below $
At or above $
At or above $
At or above $
The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation of a stochastic volatility process. The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of larger than expected moves in the daily time series for the Company’s VWAP price, but also the observation of the strike structure of volatility (i.e. skew and smile) for out-of-the money calls and out-of-the money puts versus at-the-money options for both the Company’s stock and NASDAQ futures.
In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an average volatility of
During the year ended June 30, 2022, an executive officer forfeited
F-56
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Performance Conditions - Restricted Stock Granted in February 2020
The
The performance-based awards vest based on the achievement of the following targeted return on average net equity during the measurement period, of:
Market Conditions - Restricted Stock Granted in May 2021 and July 2021
In May 2021 and July 2021, respectively, the Remuneration Committee approved an award of
The appreciation levels (times and price) and vesting percentages as of each period ended related to such levels are as follows:
Prior to the first anniversary of the grant date:
Fiscal 2022, stock price as of June 30, 2022 is
Fiscal 2023, stock price as of June 30, 2023 is
Fiscal 2024, stock price as of June 30, 2024 is
The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation of a stochastic volatility process. The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of larger than expected moves in the daily time series for the Company’s closing price, but also the observation of the strike structure of volatility (i.e. skew and smile) for out-of-the money calls and out-of-the money puts versus at-the-money options for both the Company’s stock and NASDAQ futures.
In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an average volatility of
F-57
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Performance Conditions - Restricted Stock Granted in July 2021
In July 2021, the Remuneration Committee approved an award of
Restricted Stock Units
The Remuneration Committee may approve the grant of other stock-based awards. In April 2022, the Company granted
Stock Appreciation Rights
The Remuneration Committee may also grant stock appreciation rights, either singly or in tandem with underlying stock options. Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock (as determined by the Remuneration Committee) equal in value to the excess of the fair market value of the shares covered by the right over the grant price.
Stock option and restricted stock activity
Options
The following table summarizes stock option activity for the years ended June 30, 2022, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares |
|
| Weighted average exercise price ($) |
|
| Weighted average remaining contractual term (in years) |
|
| Aggregate intrinsic value ($'000) |
| Weighted average grant date fair value ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding - July 1, 2019 |
|
|
|
|
|
|
| - |
| |||||||
|
|
| Granted – October 2019 |
|
|
|
|
|
|
|
| |||||||
|
|
| Forfeited |
| ( |
|
|
|
|
|
|
|
|
| ||||
|
| Outstanding - June 30, 2020 |
|
|
|
|
|
|
| - |
| |||||||
|
|
| Granted – August 2020 |
|
|
|
|
|
|
|
| |||||||
|
|
| Granted – November 2020 |
|
|
|
|
|
|
|
| |||||||
|
|
| Exercised |
| ( |
|
|
|
| - |
|
|
| - | ||||
|
|
| Forfeited |
| ( |
|
|
|
|
|
|
|
|
| ||||
|
| Outstanding - June 30, 2021 |
|
|
|
|
|
|
|
| ||||||||
|
|
| Granted – February 2022 |
|
|
|
|
|
|
|
| |||||||
|
|
| Exercised |
| ( |
|
|
|
| - |
|
|
| - | ||||
|
|
| Forfeited |
| ( |
|
|
|
|
|
|
|
|
| ||||
|
| Outstanding - June 30, 2022 |
|
|
|
|
|
|
|
| ||||||||
These options have an exercise price range of $
F-58
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Options (continued)
The Company awarded
During the years ended June 30, 2022, 2021 and 2020,
During the years ended June 30, 2022, 2021 and 2020, employees forfeited
The following table presents stock options vested and expected to vest as of June 30, 2022:
|
|
|
|
|
|
| Number of shares |
|
| Weighted average exercise price ($) |
|
| Weighted average remaining contractual term (in years) |
|
| Aggregate intrinsic value ($’000) |
| Vested and expecting to vest - June 30, 2022 |
|
|
|
|
|
|
|
| |||||||
These options have an exercise price range of $
The following table presents stock options that are exercisable as of June 30, 2022:
|
|
|
|
|
|
| Number of shares |
|
| Weighted average exercise price ($) |
|
| Weighted average remaining contractual term (in years) |
|
| Aggregate intrinsic value ($’000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercisable - June 30, 2022 |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-59
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock
The following table summarizes restricted stock activity for the years ended June 30, 2022, 2021 and 2020:
|
|
|
|
|
| Number of shares of restricted stock |
|
| Weighted average grant date fair value ($’000) |
| ||
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
| ||||
| Non-vested – July 1, 2019 |
|
|
|
|
|
| |||||
|
| Granted – February 2020 |
|
|
|
|
|
| ||||
|
| Total vested |
|
| ( |
|
|
|
| |||
|
|
| Vested – March 2020 |
|
| ( |
|
|
|
| ||
|
|
| Vested – March 2020 - accelerated vesting |
|
| ( |
|
|
|
| ||
|
| Forfeitures |
|
| ( |
|
|
|
| |||
| Non-vested – June 30, 2020 |
|
|
|
|
|
| |||||
|
| Granted – May 2021 |
|
|
|
|
|
| ||||
|
| Total vested |
|
| ( |
|
|
| ( |
| ||
|
|
| Vested – August 2020 |
|
| ( |
|
|
|
| ||
|
|
| Vested – September 2020 - accelerated vesting |
|
| ( |
|
|
|
| ||
|
| Total forfeitures |
|
| ( |
|
|
|
| |||
|
|
| Forfeitures - employee terminations |
|
| ( |
|
|
|
| ||
|
|
| Forfeitures – September 2018 awards with market conditions |
|
| ( |
|
|
|
| ||
| Non-vested – June 30, 2021 |
|
|
|
|
|
| |||||
|
| Total granted |
|
|
|
|
|
| ||||
|
|
| Granted – July 2021 |
|
|
|
|
|
| |||
|
|
| Granted – August 2021 |
|
|
|
|
|
| |||
|
|
| Granted – November and December 2021 |
|
|
|
|
|
| |||
|
|
| Granted – December 2021 |
|
|
|
|
|
| |||
|
|
| Granted – February 2022 |
|
|
|
|
|
| |||
|
|
| Granted – March 2022 |
|
|
|
|
|
| |||
|
|
| Granted – April 2022 |
|
|
|
|
|
| |||
|
|
| Granted – May 2022 |
|
|
|
|
|
| |||
|
| Total granted and vested - November and December 2021 |
|
| - |
|
|
| - |
| ||
|
|
| Granted - November and December 2021 |
|
|
|
|
|
| |||
|
|
| Vested - November and December 2021 |
|
| ( |
|
|
| ( |
| |
|
| Total vested |
|
| ( |
|
|
|
| |||
|
| Total forfeitures |
|
| ( |
|
|
|
| |||
|
|
| Forfeitures - employee terminations |
|
| ( |
|
|
|
| ||
|
|
| Forfeitures – September 2018 awards with market conditions |
|
| ( |
|
|
|
| ||
| Non-vested – June 30, 2022 |
|
|
|
|
|
| |||||
Awards granted
On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded
F-60
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Awards granted(continued)
In August 2021, December 2021, February 2022, and May 2022, the Company awarded
On April 14, 2022, the Company granted
Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time. However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider-trading restriction placed on them. On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows:
(i) assume that the executives would have purchased their agreed allocation within their first
(ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021;
(iii) to the extent that the price per share actually paid is greater than the
(iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards.
The executives acquired shares during November and December 2021, and the Company granted the executives
Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022. The contract may be terminated early if certain agreed events occur. The advisor has agreed to receive
The May 2021 grants comprise
The February 2020 grants comprise
Awards vested
During the years ended June 30, 2022, 2021 and 2020, respectively,
F-61
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Awards vested (continued)
The
In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of
On March 1, 2018,
Awards forfeited
During the year ended June 30, 2022,
The fair value of restricted stock which vested during the years ended June 30, 2022, 2021 and 2020, was $
Stock-based compensation charge and unrecognized compensation cost
The Company has recorded a net stock compensation charge of $
|
|
|
|
|
| Total charge |
| Allocated to IT processing, servicing and support |
| Allocated to selling, general and administration | |||
| Year ended June 30, 2022 |
|
|
|
|
|
|
|
|
| |||
|
|
| Stock-based compensation charge |
| $ |
| $ |
| $ | ||||
|
|
| Reversal of stock compensation charge related to stock options and restricted stock forfeited |
|
| ( |
|
|
|
| ( | ||
|
|
|
| Total - year ended June 30, 2022 |
| $ |
| $ |
| $ | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year ended June 30, 2021 |
|
|
|
|
|
|
|
|
| |||
|
|
| Stock-based compensation charge |
| $ |
| $ |
| $ | ||||
|
|
| Reversal of stock compensation charge related to stock options and restricted stock forfeited |
|
| ( |
|
|
|
| ( | ||
|
|
|
| Total - year ended June 30, 2021 |
| $ |
| $ |
| $ | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year ended June 30, 2020 |
|
|
|
|
|
|
|
|
| |||
|
|
| Stock-based compensation charge |
| $ |
| $ |
| $ | ||||
|
|
| Reversal of stock compensation charge related to stock options and restricted stock forfeited |
|
| ( |
|
|
|
| ( | ||
|
|
|
| Total - year ended June 30, 2020 |
| $ |
| $ |
| $ | |||
F-62
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
17.Stock-based compensation (continued)
Stock-based compensation charge and unrecognized compensation cost (continued)
The stock-based compensation charges and reversal have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees.
As of June 30, 2022, the total unrecognized compensation cost related to stock options was approximately $
Tax consequences
The Company recorded a deferred tax asset of approximately $
18.INCOME TAX
Income tax provision
The table below presents the components of (loss) income before income taxes for the years ended June 30, 2022, 2021 and 2020:
|
|
|
|
| 2022 |
| 2021 |
| 2020 |
| |||
| South Africa | $ | ( |
| $ | ( |
| $ | ( |
| |||
| United States |
| ( |
|
| ( |
|
| ( |
| |||
| Liechtenstein |
| ( |
|
| ( |
|
| ( |
| |||
| Other |
|
|
|
|
| ( |
| |||||
|
| Loss before income taxes | $ | ( |
| $ | ( |
| $ | ( |
| ||
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 |
| |||
| Current income tax expense (benefit) | $ |
| $ |
| $ |
| |||||||
|
| South Africa |
|
|
|
|
|
| ||||||
|
| United States |
|
|
| ( |
|
|
| |||||
|
| Other |
|
|
|
|
|
| ||||||
| Deferred taxation (benefit) charge |
| ( |
|
|
|
|
| ||||||
|
| South Africa |
| ( |
|
| ( |
|
|
| ||||
|
| United States |
|
|
|
|
|
| ||||||
|
| Other |
|
|
| ( |
|
|
| |||||
| Foreign tax credits generated – United States |
|
|
|
|
|
| |||||||
|
| Income tax provision | $ |
| $ |
| $ |
| ||||||
There were
The Company’s current income tax expense for the year ended June 30, 2022, was higher than the previous year due to the acquisition of Connect, which is profitable and generates taxable income.
F-63
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
18.INCOME TAX (continued)
Income tax provision (continued)
During the years ended June 30, 2022, 2021 and 2020, the Company incurred net operating losses through certain of its South African wholly-owned subsidiaries and recorded a deferred taxation benefit related to these losses. However, the Company has created a valuation allowance for these net operating losses which reduced the deferred taxation benefit recorded. The deferred tax benefit for the year ended June 30, 2022, includes the deferred tax benefit related to amortization of intangible assets acquired in the Connect transaction.
The Company incurred a net capital gain, after the application of capital loss carryforwards, related to the internal restructuring of a wholly-owned subsidiary during the year ended June 30, 2020. The Company also generated taxable capital gains during the year ended June 30, 2020, related to the disposal of FIHRST (refer to Note 24) and the sale of DNI (refer to Note 9) but utilized capital loss carryforwards to reduce the capital gains on these transactions to zero ($
A reconciliation of income taxes, calculated at the fully-distributed South African income tax rate to the Company’s effective tax rate, for the years ended June 30, 2022, 2021 and 2020, is as follows:
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | |||
| Income taxes at fully-distributed South African tax rates | % |
| % |
| % | |||||||
|
| Movement in valuation allowance | ( | % |
| ( | % |
| % | ||||
|
| Non-deductible items | ( | % |
| ( | % |
| ( | % | |||
|
| Foreign tax rate differential | % |
| % |
| ( | % | |||||
|
| Capital gains differential | % |
| % |
| ( | % | |||||
|
| Prior year adjustments | % |
| % |
| ( | % | |||||
|
| Release from FCTR | ( | % |
| - |
| ( | % | ||||
|
| Subpart F inclusions | - |
| - |
| ( | % | |||||
|
| Foreign tax credits | - |
| - |
| ( | % | |||||
|
| Taxation on deemed dividends in the United States | - |
| - |
| - | ||||||
|
| Transition Tax | - |
| - |
| - | ||||||
|
|
| Income tax provision | ( | % |
| ( | % |
| ( | % | ||
Percentages included in the 2022, 2021 and 2020 columns in the reconciliation of income taxes presented above are impacted by the loss incurred by the Company during the year ended June 30, 2022, 2021 and 2020. For instance, for the year ended June 30, 2022, the income tax provision of $
Movement in the valuation allowance for the year ended June 30, 2022, includes allowances created related to net operating losses incurred during the year. Non-deductible items for the year ended June 30, 2022, includes the transaction costs related to the acquisition of Connect.
Movement in the valuation allowance for the year ended June 30, 2021, includes allowances created related to net operating losses incurred during the year. Non-deductible items for the year ended June 30, 2021, includes the impact of the allowance for doubtful loans to equity-accounted investments created. The foreign tax rate differential relates primarily to the difference between the fully-distributed South African income tax rate and the rate used (
Movement in the valuation allowance for the year ended June 30, 2020, includes allowances created related to net operating losses incurred during the year and valuation allowances created for a deferred tax asset recorded related to the deconsolidation of CPS and other corporate transactions. Release from FCTR for the year ended June 30, 2020, relates to the releases from accumulated other comprehensive loss (refer to Note 15) that are not deductible for tax purposes. Non-deductible items for the year ended June 30, 2020, includes the option termination fee paid and the goodwill impairment loss recognized.
F-64
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
18.Income tax (continued)
Deferred tax assets and liabilities
Deferred income taxes reflect the temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The primary components of the temporary differences that gave rise to the Company’s deferred tax assets and liabilities as of June 30, and their classification, were as follows:
|
|
|
|
|
|
|
| June 30, |
| June 30, | ||
|
|
|
|
|
|
|
| 2022 |
| 2021 | ||
| Total deferred tax assets |
|
|
|
|
| ||||||
|
| Capital losses related to investments | $ |
| $ | |||||||
|
| Net operating loss carryforwards |
|
|
| |||||||
|
| Foreign tax credits |
|
|
| |||||||
|
| Provisions and accruals |
|
|
| |||||||
|
| FTS patent |
|
|
| |||||||
|
| Other |
|
|
| |||||||
|
|
| Total deferred tax assets before valuation allowance |
|
|
| ||||||
|
|
|
| Valuation allowances |
| ( |
|
| ( | |||
|
|
|
|
| Total deferred tax assets, net of valuation allowance |
|
|
| ||||
|
|
|
|
|
|
|
| |||||
| Total deferred tax liabilities: |
|
|
|
|
| ||||||
|
| Intangible assets |
|
|
| |||||||
|
| Investments |
|
|
| |||||||
|
| Other |
|
|
| |||||||
|
|
| Total deferred tax liabilities |
|
|
| ||||||
|
|
|
|
|
|
|
| |||||
| Reported as |
|
|
|
|
| ||||||
|
| Long-term deferred tax assets |
|
|
| |||||||
|
| Long-term deferred tax liabilities |
|
|
| |||||||
|
|
| Net deferred income tax liabilities | $ |
| $ | ||||||
Increase in total net deferred income tax liabilities
Capital losses related to investments
Capital losses as of June 30, 2022 and 2021, comprises the capital loss arising from the difference between the amount paid for Cell C in August 2017 and the its fair value as of the respective year end, of $
Net operating loss carryforwards
Net operating loss carryforwards have increased due to losses incurred by certain of the Company’s subsidiaries and the impact of currency changes between the South Africa Rand against the United States dollar, which was partially offset by net operating losses carryforwards forfeited following the substantial liquidation of certain of the Company’s subsidiaries.
Intangibles assets
Intangible assets increased during the year ended June 30, 2022, as a result of the recognition of intangibles assets related to the acquisition of Connect (refer to Note 3).
Investments
Investment increased during the year ended June 30, 2021, primarily as a result of the fair value adjustments to the carrying value of MobiKwik (refer to Note 9).
F-65
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
18.Income tax (continued)
Deferred tax assets and liabilities (continued)
Decrease in valuation allowance (continued)
At June 30, 2022, the Company had deferred tax assets of $
At June 30, 2022, the Company had a valuation allowance of $
|
|
| Total |
| Capital losses related to investments |
| Net operating loss carry-forwards |
| Foreign tax credits |
| Other | |||||
|
| July 1, 2020 | $ |
| $ |
| $ |
| $ |
| $ | |||||
| Charged to statement of operations |
|
|
|
|
|
|
|
|
| ( | |||||
| Reversed to statement of operations |
| ( |
|
|
|
| ( |
|
| ( |
|
| ( | ||
| Utilized |
| ( |
|
|
|
| ( |
|
|
|
| ( | |||
| Foreign currency adjustment |
|
|
|
|
|
|
|
|
| ||||||
|
| June 30, 2021 |
|
|
|
|
|
|
|
|
| |||||
| Charged to statement of operations |
|
|
|
|
|
|
|
|
| ||||||
| Reversed to statement of operations |
| ( |
|
|
|
| ( |
|
| ( |
|
| ( | ||
| Utilized |
| ( |
|
|
|
| ( |
|
|
|
| ||||
| Foreign currency adjustment |
| ( |
|
| ( |
|
| ( |
|
|
|
| ( | ||
|
| June 30, 2022 | $ |
| $ |
| $ |
| $ |
| $ | |||||
Net operating loss carryforwards and foreign tax credits
United States
Net operating loss generated are carried forward indefinitely, but the loss carryforward that may be used against future taxable income is limited to 80% of taxable income before the net operating loss deduction.
In March 2020, the Coronavirus Aid, Relief and Economic Security Act (the “Cares Act”) was enacted. The Cares Act, among other items, provides for a temporary repeal of the 80 percent net operating loss limitation and provides temporary modifications to the limitation on deductibility of business interest.
As of June 30, 2022, Lesaka had net operating loss carryforwards that will expire, if unused, as follows:
| Year of expiration |
| U.S. net operating loss carry forwards | |
|
| $ | ||
Lesaka had
Uncertain tax positions
As of June 30, 2022 and 2021, the Company had
F-66
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
19.(Loss) Earnings per share
The Company has issued redeemable common stock (refer to Note 14) which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the years ended June 30, 2022, 2021 and 2020. Accordingly, the two-class method presented below does not include the impact of any redemption.
Basic (loss) earnings per share include shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share has been calculated using the two-class method and basic (loss) earnings per share for the years ended June 30, 2022, 2021 and 2020, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator.
Diluted (loss) earnings per share have been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted (loss) earnings per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees during the current and previous fiscal periods as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions are discussed in Note 17. The Company has excluded employee stock options to purchase
F-67
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
19.(Loss) Earnings per share (continued)
The following table presents net (loss) income attributable to Lesaka and the share data used in the basic and diluted (loss) earnings per share computations using the two-class method for the years ended June 30, 2022, 2021 and 2020:
|
|
|
|
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| |||
|
|
|
|
|
|
| (in thousands except percent and per share data) |
| ||||||||||
| Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Net loss attributable to Lesaka |
| $ | ( |
|
| $ | ( |
|
| $ | ( |
|
| |||
|
| Undistributed (loss) earnings |
|
| ( |
|
|
| ( |
|
|
| ( |
|
| |||
|
|
|
| Continuing |
|
| ( |
|
|
| ( |
|
|
| ( |
|
| |
|
|
|
| Discontinued |
| $ |
|
| $ |
|
| $ |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percent allocated to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
| (Calculation 1) |
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Numerator for (loss) earnings per share: basic and diluted |
| $ | ( |
|
| $ | ( |
|
| $ | ( |
|
| |||
|
|
|
| Continuing |
|
| ( |
|
|
| ( |
|
|
| ( |
|
| |
|
|
|
| Discontinued |
| $ |
|
| $ |
|
| $ |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Denominator for basic (loss) earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
| weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
| ||||||
|
| Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| Stock options |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assumed conversion |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Loss) Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Basic |
| $ | ( |
|
| $ | ( |
|
| $ | ( |
|
| |||
|
|
|
| Continuing |
| $ | ( |
|
| $ | ( |
|
| $ | ( |
|
| |
|
|
|
| Discontinued |
| $ |
|
| $ |
|
| $ |
|
| ||||
|
| Diluted |
| $ | ( |
|
| $ | ( |
|
| $ | ( |
|
| |||
|
|
|
| Continuing |
| $ | ( |
|
| $ | ( |
|
| $ | ( |
|
| |
|
|
|
| Discontinued |
| $ |
|
| $ |
|
| $ |
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Calculation 1) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Basic weighted-average common shares outstanding (A) |
|
|
|
|
|
|
|
|
|
| ||||||
|
| Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) |
|
|
|
|
|
|
|
|
|
| ||||||
|
| Percent allocated to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
| (A) / (B) |
|
|
|
|
|
|
|
|
|
| ||||||
20.Supplemental cash flow information
The following table presents supplemental cash flow disclosures for the years ended June 30, 2022, 2021 and 2020:
|
|
|
| 2022 |
| 2021 |
| 2020 |
| |||
|
| Cash received from interest |
| $ |
| $ |
| $ |
| |||
|
| Cash paid for interest |
| $ |
| $ |
| $ |
| |||
|
| Cash paid for income taxes |
| $ |
| $ |
| $ |
| |||
F-68
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
20.Supplemental cash flow information (continued)
Disaggregation of cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash included on the Company’s consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that have been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. Refer to Note 12 for additional information regarding the Company’s facilities. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of June 30, 2022, 2021 and 2020:
|
|
|
|
|
|
|
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| Continuing |
| $ |
| $ |
| $ | |||||||||
|
| Restricted cash |
|
|
|
|
|
| ||||||||
|
|
| Cash, cash equivalents and restricted cash |
| $ |
| $ |
| $ | |||||||
Leases
The following table presents supplemental cash flow disclosure related to leases for the years ended June 30, 2022, 2021 and 2020:
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| Cash paid related to lease liabilities |
|
|
|
|
|
|
|
|
| Operating cash flows from operating leases | $ |
| $ |
| $ | |||
|
|
|
|
|
|
|
|
|
|
| Right-of-use assets obtained in exchange for lease obligations |
|
|
|
|
|
|
|
|
| Operating leases | $ |
| $ |
| $ |
21.Operating segments
Change to internal reporting structure and restatement of previously reported information
During November 2021, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures following the establishment of a new management team and the Company’s decision to focus primarily on the South African market. The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on operational lines which group financial services provided to customers (consumers) into the Consumer operating segment and goods and services provided to corporate and other juristic entities into the Merchant operating segment.
Reallocation of certain activities among operating segments
During the second quarter of fiscal 2022, the Company reorganized its operating segments by combining financial services provided to consumers (primarily individuals) from the Financial services operating segment with processing activities provided for customers within the Consumer operating segment, and by allocating processing activities performed for merchants (primarily corporate and juristic customers) from the Processing operating segment to the Merchant operating segment. Sales of hardware and licenses to customers (primarily corporate entities) included in the Technology operating segment have been allocated to the Merchant operating segment. Lastly, processing activities performed outside of South Africa have been allocated from the Processing operating segment to the Other operating segment. Segment results for the year ended June 30, 2022, reflect these changes to the operating segments. Previously reported information has been restated.
Operating segments
The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in which the entity holds material assets or reports material revenues.
The Company currently has three reportable segments: Consumer, Merchant and Other. Consumer and Merchant operate mainly within South Africa and certain of the Company’s current and legacy activities outside of South Africa have been allocated to our Other operating segment. The Company’s reportable segments offer different products and services and require different resources and marketing strategies but share the Company’s assets.
F-69
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
21.Operating segments (continued)
Operating segments (continued)
The Consumer segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device (“POS”). The Company earns processing fees from transactions processed for these customers. The Company also earns fees on transactions performed by other banks’ customers utilizing its ATM or POS. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium.
The Merchant segment includes activities related to the provision of goods and services provided to corporate and other juristic entities. The Company earns fees from processing activities performed for its customers and revenue generated from the distribution of prepaid airtime. The Company provides cash management and payment services to merchant customers through a digital vault (safe asset) which is located at the customer’s premises and through which the Company is able to provide the services which generate processing fee revenue. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company. During the year ended June 30, 2020, this operating segment incurred a goodwill impairment loss of $
The Other segment includes our operations outside South Africa and IPG’s processing activities for the applicable period through to the year ended June 30, 2021.
Corporate/Eliminations includes the Company’s head office cost center and the amortization of acquisition-related intangible assets. The $
F-70
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
21.Operating segments (continued)
Operating segments (continued)
The reconciliation of the reportable segment’s revenue to revenue from external customers for the years ended June 30, 2022, 2021 and 2020, respectively, is as follows:
|
|
|
|
|
| Revenue | |||||||
|
|
|
|
|
| Reportable Segment |
|
| Inter-segment |
|
| From external customers | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer | $ |
| $ |
| $ | |||||||
| Merchant |
|
|
|
|
| |||||||
| Other |
|
|
|
|
| |||||||
|
| Total for the year ended June 30, 2022 | $ |
| $ |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer | $ |
| $ |
| $ | |||||||
| Merchant |
|
|
|
|
| |||||||
| Other |
|
|
|
|
| |||||||
|
| Total for the year ended June 30, 2021 | $ |
| $ |
| $ | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer | $ |
| $ |
| $ | |||||||
| Merchant |
|
|
|
|
| |||||||
| Other |
|
|
|
|
| |||||||
|
| Total for the year ended June 30, 2020 | $ |
| $ |
| $ | ||||||
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 depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to its reportable segments. The Lease adjustments reflect lease charges excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense.
F-71
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
21.Operating segments (continued)
Operating segments (continued)
The reconciliation of the reportable segments’ measures of profit or loss to income before income taxes for the years ended June 30, 2022, 2021 and 2020, respectively, is as follows:
|
|
|
| 2022 |
| 2021 |
| 2020 | |||
|
|
|
|
|
|
|
|
|
|
|
|
| Reportable segments measure of profit or loss | $ | ( |
| $ | ( |
| $ | ( | ||
|
| Operating loss: Corporate/Eliminations |
| ( |
|
| ( |
|
| ( | |
|
| Lease adjustments |
| ( |
|
| ( |
|
| ( | |
|
| Depreciation and amortization |
| ( |
|
| ( |
|
| ( | |
|
| Impairment loss |
|
|
|
|
| ( | |||
|
| Gain related to fair value adjustment to currency options |
|
|
|
|
| ||||
|
| Gain on disposal of equity securities |
|
|
|
|
| ||||
|
| Loss on disposal of equity-accounted investment (Note 9) |
| ( |
|
| ( |
|
|
| |
|
| Change in fair value of equity securities (Note 3) |
|
|
|
|
| ||||
|
| Loss on disposal of equity-accounted investment - Bank Frick (Note 9) |
|
|
| ( |
|
|
| ||
|
| Gain on disposal of FIHRST (Note 3) |
|
|
|
|
| ||||
|
| Loss on disposal of DNI interest as an equity method investment (Note 3) |
|
|
|
|
| ( | |||
|
| Loss on deconsolidation of CPS (Note 3) |
|
|
|
|
| ( | |||
|
| Termination fee to cancel Bank Frick option |
|
|
|
|
| ( | |||
|
| Interest income |
|
|
|
|
| ||||
|
| Interest expense |
| ( |
|
| ( |
|
| ( | |
|
|
| Loss before income taxes | $ | ( |
| $ | ( |
| $ | ( |
|
|
|
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | |||
| Reportable segment revenue |
|
|
|
|
|
|
|
| |||||||
|
| Consumer | $ |
| $ |
| $ | |||||||||
|
| Merchant |
|
|
|
|
| |||||||||
|
| Other |
|
|
|
|
| |||||||||
|
|
| Total reportable segment revenue |
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment Adjusted EBITDA |
|
|
|
|
|
|
|
| |||||||
|
| Consumer(1) |
| ( |
|
| ( |
|
| ( | ||||||
|
| Merchant |
|
|
|
|
| |||||||||
|
| Other |
|
|
| ( |
|
| ( | |||||||
|
|
| Total Segment Adjusted EBITDA |
| ( |
|
| ( |
|
| ( | |||||
|
|
| Corporate/Eliminations |
| ( |
|
| ( |
|
| ( | |||||
|
|
|
| Subtotal |
| ( |
|
| ( |
|
| ( | ||||
|
|
|
|
| Less: Lease adjustments |
|
|
|
|
| ||||||
|
|
|
|
| Less: Depreciation and amortization |
|
|
|
|
| ||||||
|
|
|
|
|
| Total operating loss |
| ( |
|
| ( |
|
| ( | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
|
|
|
|
|
| |||||||
|
| Consumer |
|
|
|
|
| |||||||||
|
| Merchant |
|
|
|
|
| |||||||||
|
| Other |
|
|
|
|
| |||||||||
|
|
| Subtotal: Operating segments |
|
|
|
|
| ||||||||
|
|
| Corporate/Eliminations |
|
|
|
|
| ||||||||
|
|
|
| Total |
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expenditures for long-lived assets |
|
|
|
|
|
|
|
| |||||||
|
| Consumer |
|
|
|
|
| |||||||||
|
| Merchant |
|
|
|
|
| |||||||||
|
| Other |
|
|
|
|
| |||||||||
|
|
| Subtotal: Operating segments |
|
|
|
|
| ||||||||
|
|
| Corporate/Eliminations |
|
|
|
|
| ||||||||
|
|
|
| Total | $ |
| $ |
| $ | |||||||
F-72
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
21.Operating segments (continued)
Operating segments (continued)
The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented.
Long-lived assets based on their geographic location as of June 30, 2022, 2021 and 2020, are presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Long-lived assets | |||||||
|
|
|
|
|
|
|
|
| 2022 |
| 2021 |
| 2020 | |||
|
| South Africa | $ |
| $ |
| $ | |||||||||
|
| Liechtenstein - investment in Bank Frick (Note 9) |
|
|
|
|
| |||||||||
|
| India - investment in MobiKwik (Note 9) |
|
|
|
|
| |||||||||
|
| Rest of world |
|
|
|
|
| |||||||||
|
|
| Total | $ |
| $ |
| $ | ||||||||
22.Commitments and contingencies
Capital commitments
As of June 30, 2022 and 2021, the Company had outstanding capital commitments of approximately $
Purchase obligations
As of June 30, 2022 and 2021, the Company had purchase obligations totaling $
Guarantees
The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by South African banks. The Company is required to procure these guarantees for these third parties to operate its business.
Nedbank has issued guarantees to these third parties amounting to ZAR
RMB has issued guarantees to these third parties amounting to ZAR
The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of June 30, 2022. The maximum potential amount that the Company could pay under these guarantees is ZAR
F-73
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
22.Commitments and contingencies (continued)
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.
23.Related party transactions
VCP Agreement
On March 22, 2022, Lesaka and Lesaka SA entered into a Securities Purchase Agreement (the “VCP Agreement”) with Value Capital Partners Proprietary Limited (“VCP”) whereby VCP will procure that one or more funds under its management (the “Purchasing Funds”) will subscribe for, and Lesaka will have the obligation to issue and sell to the Purchasing Funds, ZAR
Additionally, Lesaka, Lesaka SA and VCP entered into a Step-In Rights Letter on March 22, 2022 with RMB, which provides RMB with step in rights to perform the obligations or enforce the rights of Lesaka and Lesaka SA under the VCP Agreement to the extent that Lesaka and Lesaka SA fail to do so and do not remedy such failure within two business days of notice of such failure.
Disgorgement proceeds from VCP in fiscal 2021
In late September 2020, Value Capital Partners (Pty) Ltd (“VCP”), a significant shareholder, notified the Company that it would make payment to the Company related to the disgorgement of short-swing profits from the purchase of common stock by VCP pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended and the Company’s insider trading policy. The Company recognized these proceeds as a capital contribution from shareholders and recorded an increase of $
24.DISPOSITIONS AND Discontinued operationS
Dispositions
2020 Dispositions
March 2020 disposal of KSNET
On January 23, 2020, the Company, through its wholly owned subsidiary Net1 Applied Technologies Netherlands B.V. (“Net1 BV”), a limited liability private company incorporated in The Netherlands, entered into an agreement with PayletterHoldings LLC, a limited liability private company incorporated in the Republic of Korea, in terms of which Net1 BV agreed to sell its entire shareholding in Net1 Applied Technologies Korea Limited (“Net1 Korea”), a limited liability private company incorporated in the Republic of Korea and the sole shareholder of KSNET, Inc. for $
KSNET was acquired in October 2010, and was a profitable and cash generative business, but operated autonomously and in a more developed economy, with limited overlap with the Company’s other activities. The Company also believed that the intrinsic value of KSNET was not appropriately reflected in the Company’s overall valuation. The Company’s board of directors commenced a strategic review of its various businesses and investments during calendar 2019, and ultimately evaluated and decided to sell KSNET in January 2020 in order to focus more on the Company’s core strategy, boost liquidity and to maximize shareholder returns.
F-74
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
24.DISPOSITIONS AND Discontinued operationS (continued)
Dispositions (continued)
2020 Dispositions (continued)
March 2020 disposal of KSNET (continued)
The table below presents the impact of the deconsolidation of Net1 Korea and its subsidiaries and the calculation of the net gain recognized on deconsolidation:
| Net1 Korea | ||||||
|
|
|
|
|
| March 2020 | |
| Proceeds from disposal of Net1 Korea, net of cash disposed | $ | |||||
| Add: Cash and cash equivalents disposed |
| |||||
| Add: Cash withheld by purchaser to settle South Korean taxes(1) |
| |||||
| Fair value of consideration received |
| |||||
| Less: carrying value of Net1 Korea, comprising |
| |||||
|
| Cash and cash equivalents |
| ||||
|
| Accounts receivable, net |
| ||||
|
| Finance loans receivable, net |
| ||||
|
| Inventory |
| ||||
|
| Property, plant and equipment, net |
| ||||
|
| Operating lease right of use asset |
| ||||
|
| Goodwill (Note 10) |
| ||||
|
| Intangible assets, net |
| ||||
|
| Deferred income taxes assets |
| ||||
|
| Other long-term assets |
| ||||
|
| Accounts payable |
| ( | |||
|
| Other payables |
| ( | |||
|
| Operating lease liability - current |
| ( | |||
|
| Income taxes payable |
| ( | |||
|
| Deferred income taxes liabilities |
| ( | |||
|
| Operating lease liability – long-term |
| ( | |||
|
| Other long-term liabilities |
| ( | |||
|
| Released from accumulated other comprehensive income – foreign currency translation reserve (Note 15) |
| ||||
|
| Settlement assets |
| ||||
|
| Settlement liabilities |
| ( | |||
|
|
| Gain recognized on disposal, before transaction costs and tax |
| |||
|
|
| Transaction costs(2) |
| |||
|
|
|
| Gain recognized on disposal, before tax |
| ||
|
|
|
| Taxes related to gain recognized on disposal(1) |
| ||
|
|
|
|
| Gain recognized on disposal, after tax | $ | |
(1) Represents taxes paid related to the disposal of Net1 Korea (refer to Note 18). The Company also agreed that the purchaser withhold potential capital gains taxes of $
(2) Transaction costs include expenses incurred by the Company of $
F-75
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
24.DISPOSITIONS AND DISCONTINUED OPERATIONS (continued)
Dispositions (continued)
2020 Dispositions (continued)
December 2019 disposal of FIHRST
In November 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited (“Net1 SA”), entered into an agreement with Transaction Capital Payment Solutions Proprietary Limited, or its nominee, a limited liability private company incorporated in the Republic of South Africa, pursuant to which Net1 SA agreed to sell its entire shareholding in Net1 FIHRST Holdings Proprietary Limited (“FIHRST”) for $
The table below presents the impact of the deconsolidation of FIHRST and the calculation of the net gain recognized on deconsolidation:
| FIHRST | ||||||
|
|
|
|
|
| December | |
|
|
|
|
|
| 2019 | |
| Proceeds from disposal of FIHRST, net of cash disposed | $ | |||||
| Add: Cash and cash equivalents disposed |
| |||||
| Fair value of consideration received |
| |||||
| Less: carrying value of FIHRST, comprising |
| |||||
|
| Cash and cash equivalents |
| ||||
|
| Accounts receivable, net |
| ||||
|
| Property, plant and equipment, net |
| ||||
|
| Goodwill (Note 10) |
| ||||
|
| Intangible assets, net |
| ||||
|
| Deferred income taxes assets |
| ||||
|
| Accounts payable |
| ( | |||
|
| Other payables |
| ( | |||
|
| Income taxes payable |
| ( | |||
|
| Released from accumulated other comprehensive income – foreign currency translation reserve (Note 15) |
| ||||
|
| Settlement assets |
| ||||
|
| Settlement liabilities |
| ( | |||
|
|
| Gain recognized on disposal, before tax |
| |||
|
|
| Taxes related to gain recognized on disposal, comprising: |
| |||
|
|
|
| Capital gains tax |
| ||
|
|
|
| Release of valuation allowance related to capital losses previously unutilized(1) |
| ( | |
|
|
| Transaction costs |
| |||
|
|
|
|
| Gain recognized on disposal, after tax | $ | |
May 2020 deconsolidation of CPS
On February 5, 2020, the Constitutional Court of South Africa denied CPS’ leave to appeal lower court judgments ordering CPS to repay additional implementation costs that SASSA paid to CPS in 2014, thereby exhausting all legal recourse for CPS in the matter. As a result, CPS’ board of directors adopted a resolution to put CPS into business rescue under South African law and filed the required resolution with the Companies and Intellectual Property Commission. On May 18, 2020, the resolution was officially registered and business rescue practitioners were appointed. The business rescue process could have led to either a compromise with creditors and a continuation of CPS’ business or the liquidation of CPS. The Company had no means of exercising any control over CPS or the business rescue process because the Company has ceded control of CPS to the business rescue practitioners on the commencement of the business rescue process. The business rescue practitioners are independent third parties and controlled CPS through the business rescue process. The Company no longer controls CPS and therefore it determined to deconsolidate CPS.
F-76
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
24.DISPOSITIONS AND DISCONTINUED OPERATIONS
Dispositions (continued)
2020 Dispositions (continued)
May 2020 deconsolidation of CPS (continued)
As a practical matter, the Company deconsolidated CPS as of May 31, 2020. The Company does not believe that the utilization of this date, compared to May 18, 2020, has had a significant impact on its consolidated financial statements. CPS was subsequently placed into provisional liquidation by the High Court on October 16, 2020.
The Company provided accounting, tax and general administrative services to CPS while it was in business rescue and continues to provide these services during the liquidation process. In addition, the Company had an arrangement with CPS to rent certain bespoke payment vehicles from CPS, and it was expected that this arrangement would continue while CPS was in business rescue. These vehicles largely comprise the fleet of customized mobile ATMs used to deliver a service to rural communities. The value of these arrangements was not significant and was determined on an arms-length basis. On October 15, 2020, the Company purchased the bespoke vehicles from CPS for an arms-length price of ZAR
The table below presents the impact of the deconsolidation of CPS and the calculation of the net loss recognized on deconsolidation:
| CPS | ||||||
|
|
|
|
|
| May | |
|
|
|
|
|
| 2020 | |
| Fair value of consideration received | $ | |||||
| Less: carrying value of CPS, comprising |
| ( | ||||
|
| Cash and cash equivalents |
| ||||
|
| Accounts receivable, net |
| ||||
|
| Inventory |
| ||||
|
| Property, plant and equipment, net |
| ||||
|
| Goodwill (Note 10) |
| - | |||
|
| Deferred income taxes assets (Note 18) |
| ||||
|
| Accounts payable |
| ( | |||
|
| Other payables |
| ( | |||
|
| Released from accumulated other comprehensive income – foreign currency translation reserve (Note 15) |
| ||||
|
|
| Gain recognized on deconsolidation, before tax |
| |||
|
|
| Intercompany accounts written off/ provided for(1) |
| |||
|
|
| Taxes related to loss recognized on deconsolidation, comprising: |
| |||
|
|
|
| Capital loss generated upon deconsolidation(2) |
| ||
|
|
|
| Valuation allowance related to capital losses generated upon deconsolidation(2) |
| ( | |
|
|
|
|
| Loss recognized on deconsolidation, after tax | $ | |
(1) Certain of the Company’s subsidiaries had funds due from CPS as of May 31, 2020. The Company wrote these amounts off as it did not believe that they were recoverable.
(2) The Company recorded a deferred tax asset related to the capital loss generated on deconsolidation of CPS. The Company is only able to claim the capital loss for South African capital gains tax purposes once it deregisters or disposes of its interest in CPS. The Company has recorded a valuation allowance related to the full CPS capital loss deferred tax asset recognized because it does not believe that this capital loss will be utilized in the foreseeable future.
Discontinued operations
Discontinued operations – Net1 Korea and DNI
The Company determined that Net1 Korea should be classified as discontinued operations because the disposal of its controlling interest in this business represented a strategic shift that would have a major effect on the Company’s operations and financial results. The facts and circumstances leading to the disposal of Net1 Korea are described above. The gain related to the disposal of Net1 Korea is presented above.
F-77
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2022 and 2021 and 2020
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
24.DISPOSITIONS AND DISCONTINUED OPERATIONS
Discontinued operations
Discontinued operations – Net1 Korea and DNI
Net1 Korea, as a stand-alone holding company, and the amortization of intangible assets identified and recognized related to the KSNET acquisition, were allocated to corporate/eliminations and Net1 Korea’s subsidiaries, including KSNET, were allocated to the Company’s international transaction processing operating segment prior to the re-segmentation of the Company’s operating segments during the years ended June 30, 2022 and 2021. Net1 Korea did not have any equity method investments or any non-controlling interests. Net1 Korea is not included in the operating segments presented in Note 21 because it is a discontinued operation and the disclosure in Note 21 only presents operating segment information for continuing operations.
The Company disposed of its controlling interest in DNI-4PL (Pty) Ltd (“DNI”) in March 2019, and determined that DNI should be classified as a discontinued operation for fiscal 2019 and comparative periods. The Company retained a continuing involvement in DNI through its
Refer to Note 9 for the dividends received from DNI and accounted for under the equity method during the year ended June 30, 2020.
The table below presents certain major captions to the Company’s consolidated statement of operations and consolidated statement of cash flows for the year ended June 30, 2020, that have not been separately presented on those statements related to the presentation of Net1 Korea as a discontinued operation:
|
|
|
|
| 2020 | |
|
|
|
|
| Total (Net1 Korea) | |
|
| Consolidated statement of operations |
|
| ||
|
|
| Discontinued: |
|
| |
|
|
|
| Revenue | $ | |
|
|
|
| Cost of goods sold, IT processing, servicing and support |
| |
|
|
|
| Selling, general and administration |
| |
|
|
|
| Depreciation and amortization |
| |
|
|
|
| Impairment loss |
| |
|
|
|
| Operating income |
| |
|
|
|
| Interest income |
| |
|
|
|
| Interest expense |
| |
|
|
|
| Net income before tax |
| |
|
|
|
| Income tax expense |
| |
|
|
|
| Net income before earnings from equity-accounted investments |
| |
|
|
|
| Earnings from equity-accounted investments |
| |
|
|
|
| Net income from discontinued operations | $ | |
|
|
|
|
|
|
|
|
| Consolidated statement of cash flows |
|
| ||
|
|
| Discontinued: |
|
| |
|
|
|
| Total net cash provided by operating activities | $ | |
|
|
|
| Total net cash provided by (used) in investing activities | $ | |
*****************************
F-78