10-K
LESAKA TECHNOLOGIES INC (LSAK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended
June 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from
To
Commission file number:
000-31203
LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
98-0171860
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
President Place
,
4th Floor
,
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg
2196
,
South Africa
(Address of principal executive offices, including zip code)
Registrant’s telephone number,
including area code:
27
-
11
-
343-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.001 per share
LSAK
NASDAQ
Global Select Market
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.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File
required
to
be
submitted
pursuant
to
Rule
405
of
Regulation
S-T
(§232.405
of
this
chapter)
during
the
preceding
12
months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller
reporting company
or an
emerging growth
company. See the
definitions of
“large accelerated
filer,”
“accelerated
filer,”
“smaller
reporting
company,”
and
“emerging
growth
company”
in
Rule 12b-2
of
the
Exchange Act (check one):
☐
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
If an
emerging
growth company,
indicate by
check mark
if the
registrant has
elected not
to use
the extended
transition period
for complying
with any
new or
revised financial
accounting standards
provided pursuant
to
Section 13(a) of the Exchange Act.
☐
Indicate
by
check
mark
whether
the
registrant
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.
☒
If securities
are registered
pursuant to
Section 12(b)
of the
Act, indicate
by check
mark whether
the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.
☐
Indicate by check mark
whether any of those
error corrections are restatements
that required a
recovery analysis
of
incentive-based
compensation
received
by
any
of
the
registrant’s
executive
officers
during
the
relevant
recovery period pursuant to §240.10D-1(b).
☐
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,
2023
(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 $
125,426,157
. This calculation
does not reflect
a determination that
persons are affiliates
for any other
purposes.
As of September 11, 2024,
63,243,350
shares of the registrant’s common stock, par value $0.001 per share, net
of treasury shares, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain
portions
of
the
definitive
Proxy
Statement
for
our
2024
Annual
Meeting
of
Shareholders
are
incorporated by reference into Part III of this Form 10-K.
1
LESAKA TECHNOLOGIES, INC
INDEX TO ANNUAL REPORT ON FORM 10-K
Year
Ended June 30, 2024
Page
PART
I
Item 1.
Business
2
Item 1A.
Risk Factors
10
Item 1B.
Unresolved Staff Comments
24
Item 1C
Cybersecurity
24
Item 2.
Properties
25
Item 3.
Legal Proceedings
25
Item 4.
Mine Safety Disclosures
25
PART
II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
26
Item 6.
[
Reserved]
27
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
28
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
55
Item 8.
Financial Statements and Supplementary Data
57
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures
58
Item 9A.
Controls and Procedures
58
Item 9B.
Other Information
61
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
61
PART
III
Item 10.
Directors, Executive Officers and Corporate Governance
62
Item 11.
Executive Compensation
62
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
62
Item 13.
Certain Relationships and Related Transactions, and Director Independence
62
Item 14.
Principal Accountant Fees and Services
62
PART
IV
Item 15.
Exhibits and Financial Statement Schedules
63
Item 16.
Form 10-K Summary
66
Signatures
67
Financial Statements
F-1
2
PART
I
FORWARD
LOOKING STATEMENTS
In addition to historical information,
this Annual Report on Form 10-K
(“Annual Report”) 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 2025
fiscal year, which runs from July 1, 2024 to June 30,
2025.
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
Lesaka is
a South
African Fintech
company that
utilizes its
proprietary banking
and payment
technologies to
deliver financial
services solutions and software to consumers and merchants in Southern Africa.
Our vision is to build and operate the leading full-service fintech platform
in Southern Africa.
Our
core
purpose
is
to
provide
financial
services
to
Southern
Africa’s
underserviced
consumers
and
merchants,
improving
people’s lives and increasing financial inclusion in the markets in which we operate. We
achieve this through our ability to efficiently
digitalize the last mile
of financial inclusion,
providing a full-service
fintech platform
offering both cash
and digital, and
facilitating
the secular shift from cash to digital that is currently taking place.
We
offer a wide
range of solutions
including transactional
accounts (banking), lending,
insurance, cash management
solutions,
card acceptance, supplier payments, software services
and bill payments. By providing
a full-service fintech platform in
our connected
ecosystem, we facilitate the digitization of commerce in our markets.
In May 2024
we announced the
acquisition of Adumo
RF (Pty)
Ltd (“Adumo”), an
acquisition subject to
satisfaction of customary
closing
conditions,
expected
to
close
in
October
2024.
The
acquisition
continues
Lesaka’s
consolidation
in
the
Southern
African
fintech sector and enhances Lesaka's strengths in both the consumer and merchant
markets.
Reportable Segments
We
operate through
two divisions: Our
B2C Consumer Division
(“Consumer”) and
our B2B Merchant
Division (“Merchant”).
Within these two divisions, Lesaka has four
broad customer types: consumers, micro-merchants, merchants, and
enterprise clients.
While there are mutually
reinforcing dynamics and overlap
between our verticals,
within each vertical, we
offer distinct brands
with unique value propositions. Our platform addresses a wide range
of customers that are not generally serviced by our competitors,
an advantage that we use
to benefit from economies
of scale. We
believe that we deliver
high quality products that
provide excellent
value to our customers.
While we
operate in
competed markets,
we believe
that we
are unique
in offering
a comprehensive
product portfolio,
serving
both formal and informal consumers and merchants with omnichannel
financial services through physical and digital touchpoints.
3
Consumer (B2C)
Customers
Through Consumer we focus
on individuals who
have historically been excluded
from traditional financial services.
Our products
are designed for consumers at the lower socioeconomic
end of the market within Living Standards Measures
(“LSMs”) 1 to 6, which
comprises approximately
26 million
people as
of 2023
(according to
a report
by Genesis
Analytics). As
of the
date of
this Annual
Report, we have approximately 1.5 million active consumer customers.
Products
We offer
consumers transactional accounts (banking),
insurance, lending (short-term loans),
payments solutions (digital wallet)
and various
value-added services
to underserved
consumers in
South Africa.
Our value proposition
and products
are designed
to be
simple, relevant and cost effective for our target
market.
4
Merchant (B2B)
Customers
Through Merchant, we focus on micro-merchants, merchants and enterprises operating
in the informal and formal sectors of the
Southern African economy.
Micro-merchants, or informal sector merchants,
are often sole
proprietors, usually with lower
revenues, that operate in
rural areas
or in informal urban areas and do not always have access to a full-suite of
traditional banking products.
Merchants, or
formal sector
merchants, are
generally in
urban areas,
have higher
revenues and
have access
to multiple
service
providers.
Enterprises are large-scale corporate and government
organizations, including but not limited
to banks, mobile network
operators
(“MNOs”) and municipalities.
Including
micro-merchants
and
merchants,
there
are
more
than
2.7
million
merchants
in
South
Africa,
of
which
more
than
890,000
merchants
are immediately
serviceable
merchants
for
Lesaka.
Merchant
currently
has over
96,600
customers
in
Southern
Africa, of
which more than
87,000 are in
South Africa (this
excludes the
impact of the
Adumo acquisition,
not effective
at June 30,
2024 and expected to close in October 2024).
Products
To
micro-merchant
and
merchant
customers
(B2B),
we
offer
cash
management
and
digitalization
solutions
through
our
proprietary vault
technology,
card acceptance,
supplier payments,
software services,
lending, prepaid
accounts and
bill payments
to
empower merchants to grow their businesses and transact more efficiently.
To
larger enterprise
customers (B2B), we offer
bill and supplier
payments and VAS
products through
our proprietary financial
switch, as well as point of sale device and maintenance, bank and SIM card production
and other specialized technology products.
Market Opportunity
Our primary
market is
currently South
Africa with
its approximately
62 million
population and
$381 billion
economy (GDP,
according to IMF World
Economic Outlook Database as
of October 2023). With
the acquisition of Adumo
(an acquisition subject to
regulatory approvals
and satisfaction of
customary closing conditions,
expected to close
in October 2024)
we augment our
presence
in South Africa,
Namibia, Botswana and
Zambia and expand
into Kenya. Together this represents
a 140 million
population addressable
market, larger than that of Mexico or Japan (GDP according to IMF
World Economic
Outlook Database as of October 2023).
5
Over
the
past
decade,
both
financial
inclusion
and
smartphone
penetration
throughout
the
region
have
grown
significantly.
According to a report
by Genesis Analytics, between 2015
and 2023, the proportion
of low-income workers in South
Africa that had
used a debit
card to transact
rose from 17%
to 50%. According
to the same
report, between 2015
and 2021, the
proportion of
South
Africans accessing online
banking services increased
from 31%
to 55%, and
between 2018 and
2024, smartphone penetration
increased
from 55% to 76%.
These favorable tailwinds
have helped position
Africa as the fastest-growing
Fintech market globally,
according to a
report by
Boston Consulting Group that projects growth in the African Fintech revenue pool
to grow by 13 times between 2021 and 2030.
Given
the
significant
challenges
in
delivering
financial
services
in
Southern
Africa;
however,
many
service
providers
in
our
markets continue to rely on expensive and unreliable legacy systems and focus on narrow customer segments with mono-line (single-
line) products.
We
believe that this
presents a significant
opportunity for Lesaka
to build and
operate the leading
full-service Fintech platform
in Southern Africa, empowering underserviced consumers and merchants by delivering
innovative financial services focused on their
specific needs.
6
Competition
With our comprehensive offerings to
both consumers and merchants, we compete with a wide range of service providers. While
there are
competitors for
specific products
and services,
few offer
end-to-end solutions,
particularly in
the lower-income
consumer
market and the informal merchant market, where we have a significant footprint
and strong penetration.
In our
Consumer Division,
there are
a number
of traditional
and digital
providers of
low-cost transactional
bank accounts
and
micro financial services. These include South African banks such as
FNB, Standard Bank, Absa, Nedbank, African Bank and Capitec,
the South African
Post Bank, 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.
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
Over
the
last
two
years
we
have
built
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 our core
values
and a commitment to the care and development of our people.
Lesaka’s Core Values:
•
Entrepreneurial spirit;
•
Integrity;
•
Collective wisdom;
•
Ownership; and
•
A bias to action.
These are our
values that underpin
our mission
to enable
Merchants to compete
and grow,
and Grant
Beneficiaries to improve
their lives, by providing innovative financial technology and value
-creating solutions.
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 encourage
a culture of 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;
•
internships;
•
leadership development programs;
•
training programs;
•
financial assistance to pursue further studies and obtain formal qualifications;
•
other in-house and cross-functional training to aid with career advancement;
and
•
succession planning – training interventions to address scarce and critical skills.
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.
7
As of June 30, 2024, the composition of our workforce was:
•
55% female and 45% male;
•
40% between 18 and 34 years old, 55% between 35 and 54 years old, and 5% over
55 years old; and
•
69% Black, 11% two or more races, 8% Indian and 12%
White.
We have no
female named executive officer.
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 rewards high performance, is externally benchmarked and focuses on equal pay for
work of equal value.
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;
•
Financial aid to fund tertiary education for children of employees;
•
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 remuneration review process.
Our number
of employees
allocated
on a
segmental
and
group
basis as
of the
years ended
June 30,
2024,
2023 and
2022,
is
presented in the table below:
Number of employees
2024
2023
2022
Consumer
(1)
1,333
1,306
1,826
Merchant
(1)
1,189
990
824
Total segments
2,522
2,296
2,650
Group
(1)
9
7
7
Total
2,531
2,303
2,657
(1) Consumer includes one executive officer for each of fiscal 2024, 2023 and 2022. Merchant includes one executive officer
for
each of fiscal 2024, 2023 and 2022. Group includes two executive officers
for fiscal 2024 and 2023 and three for fiscal 2022.
On a functional basis, four of our employees are our named
executive officers, 1,350 were employed in sales and marketing, 500
were employed in finance and administration, 266 were employed in information
technology and 411 were employed in operations.
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”).
We
have
implemented
and regularly
update human
capital-related
policies that
are designed
to ensure compliance
with
applicable South African laws and regulations.
8
Our Executive Officers
The table below presents our executive officers, their
ages and their titles:
Name
Age
Title
Ali Mazanderani
42
Executive Chairman and Director
Naeem E. Kola
51
Group Chief Financial Officer and Director
Lincoln C. Mali
56
Chief Executive Officer: Southern Africa and Director
Steven J. Heilbron
59
Executive and Director
Ali Mazanderani
has been our Executive
Chairman since February
1, 2024. He is
a fintech investor and
entrepreneur. He
is the
co-founder
and
chairman
of Teya,
a pan-European
fintech. He
is also
a non-executive
director
on the
board of
several companies
including Thunes (Singapore based
private fintech), Kushki (Latin
American payments company) and
is the president
of The European
Digital Payments Industry Alliance
(EDPIA). He was previously
on the board of
several other leading payments
companies globally
including
StoneCo
(Nasdaq:
STNE)
in
Brazil
and
Network
International
Holdings
Plc
(LSE:NETW)
in
the
Middle
East.
He
was
formerly a Partner at Actis, a London-based emerging market private equity firm, where
he led multiple landmark fintech investments
globally. Prior to his career at Actis, Mr.
Mazanderani advised private equity and corporate clients for OC&C Strategy Consultants in
London
and
served
as
lead
strategy
consultant
for
First
National
Bank
based
in
Johannesburg.
He
holds
postgraduate
degrees
in
Economics from
the University of
Pretoria, Oxford University
and the London
School of Economics,
an MBA from
INSEAD and a
Masters in Business Law from the University of St Gallen.
Naeem E. Kol
a has been our Group Chief Financial Officer since March 1, 2022. Mr. Kola has progressively held 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
Mr. Kola’s
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,
having
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
Bank plc. 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 Group, 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.
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 2024, 2023 and 2022. 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
2024
2023
2022
2024
2023
2022
$'000
$'000
$'000
$'000
$'000
$'000
South Africa
537,594
505,558
215,046
286,700
300,104
359,725
India (MobiKwik)
-
-
-
76,297
76,297
76,297
Rest of the world
26,628
22,413
7,563
2,548
2,197
2,811
Total
564,222
527,971
222,609
365,545
378,598
438,833
(1)
Refer to
Note 16
to our
audited consolidated
financial statements
included
in this
Annual Report
which contains
detailed
financial information about our revenue for fiscal 2024, 2023
and 2022.
9
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, 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.
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.
10
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
To achieve our mission, our
strategy is to
build and operate
the leading South
African full service
fintech
platform offering cash
management, payment and
financial services. Our
future success, and
our ability to
return
to
profitability
and
positive
cash
flow
is
substantially
dependent
on
our
ability
to
complete
the
implementation of 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
restructuring
of
the
consumer
business
and
acquisition
of
Connect
were
integral
parts
of
the
strategy
to
return
the
business
to
profitability and positive cash flow. We have made significant progress on both of these initiatives however we cannot assure you that
we will be able to complete our 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.
In 2017
and 2018 we
suffered significant
reputational damage
as a result
of irregularities in
the awarding of
the South African
Social Security Agency (“SASSA”)
grant distribution contract in
2012 and allegations of abuse
of group companies’ access to social
grant recipients.
An entirely new
board and management
team were appointed
to develop and
execute the new
strategy however we
cannot provide assurance that issues related to those events will not resurface
and adversely affect the business.
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.
As
of
June
30,
2024,
we
had
aggregate
long-term
borrowing
outstanding
of
ZAR
2.6
billion
($143.2
million
translated
at
exchange rates
as of June
30, 2024). We
financed our acquisition
of Connect
in April 2022
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 Technologies
(Pty) Ltd (“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.
We also
have borrowings through
Connect. Connect’s
credit facilities include (i)
an overdraft facility (general
banking facility)
of ZAR 205.0
million (of which
ZAR 170.0 million
has been utilized);
(ii) Facility A
of ZAR 705.5
million; (iii) Facility
B of ZAR
550.0 million (both fully utilized and ZAR 512.5 million outstanding after scheduled repayments); and (iv) an asset-backed facility of
ZAR 200.0 million (of which ZAR
152.3 million has been utilized). These borrowings are secured
by a pledge of, among other things,
Cash Connect Management Solutions’(“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.
Within our merchant lending
operations, we have
borrowing arrangements through
Cash Connect Capital
(Pty) Limited (“CCC”).
CCC has a
ZAR 300
million revolving
credit facility agreement
.
We
have utilized
approximately ZAR
215.3 million
as of June
30,
2024.
This
facility
contains
customary
covenants
that
require
the
borrowing
parties
to
collectively
maintain
a
specified
capital
adequacy ratio, restrict the ability of the entities to make certain distributions with respect to their capital stock,
encumber their assets,
incur additional indebtedness, make investments, engage in certain
business combinations and engage in other corporate activities.
11
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
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
1.5 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
Consumer Division 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;
•
failure to comply with laws and regulations related to our Consumer lending
business;
•
failure to comply with anti-money laundering and anti-corruption laws and
regulations;
•
cyber-attacks, data breaches and data leaks;
•
further civil unrest similar to that experienced in July 2021;
•
loss of key technical and operations staff;
•
expired property leases disrupting business operations; and
•
logistical and communications challenges, including scheduled and unscheduled
power supply disruptions.
Failure
to
complete,
or
delays
in
completing,
the
Adumo
acquisition,
could
materially
and
adversely
affect our results of operations and stock price.
The completion of
the Adumo
acquisition is subject
to a
number of conditions
precedent, including receipt
of regulatory approvals
and certain third-party consents. Some of these conditions are outside
our control.
To
complete
the
acquisition,
we
must
make
certain
filings
with
and
obtain
certain
consents
and
approvals
from
various
governmental and regulatory authorities.
The regulatory approval processes may
take a lengthy period of time to complete,
and there
can be no assurance
as to the outcome
of the approval processes,
including the undertakings
and conditions that
may be required for
approval, or whether the regulatory approvals will be obtained at all.
In addition,
the completion
of the
acquisition is
conditional
on, among
other things,
no action
or circumstance
occurring that
would result in a material adverse effect on the Adumo’s
business operations or financial results.
We cannot
provide any assurance regarding if or
when all conditions precedent to the acquisition
will be satisfied or waived. If,
for any reason, the acquisition is
not completed, or its completion is
materially delayed and/or the transaction agreement is terminated,
the market price of our common stock may be materially and adversely
affected.
In addition, if the acquisition is not completed for any reason, there are risks that (i) the announcement of the acquisition and (ii)
the dedication
of management’s
attention and other
of our resources
to the completion
thereof, could have
a negative impact
on our
relationships with our stakeholders
and could have a material
adverse effect on
our current and future operations,
financial condition
and prospects.
We may not realize some or all of the anticipated benefits from the Adumo acquisition.
Even if we complete the
Adumo acquisition, we may experience
unforeseen events, changes or
circumstances that may adversely
affect us. For example, we may incur unexpected costs, charges or
expenses resulting from the transaction, including charges to future
earnings if Adumo’s business
does not perform as expected. Our expectations regarding
Adumo’s business and prospects may not
be
realized,
including
as a
result
of
changes
in
the
financial
condition
of the
markets
that Adumo
serves.
In
addition,
there
are
risks
associated with
Adumo’s
product and
service offerings
or results
of operations,
including the
risk of
failing to
comply with
certain
regulatory rules required to operate its business.
12
Further, there are
numerous challenges, risks
and costs
involved with integrating
the operations
of Adumo
with ours.
For example,
integrating Adumo into
our company will require
significant attention from our
senior management which
may divert their attention
from
our
day-to-day
business.
The
difficulties
of
integration
may
also
be
increased
by
cultural
differences
between
our
two
organizations and the necessity of retaining and integrating personnel,
including Adumo’s key employees.
Our Sarbanes-Oxley
Act of
2002 (“Sarbanes”)
management certification
and auditor
attestation regarding
the effectiveness
of
our internal
control over
financial reporting
as of
June 30,
2024, excludes
the operations
of Adumo,
as we
only expect
to close
the
transaction in fiscal 2025.
The requirement to evaluate
and report on our
internal controls also applies
to companies that we
acquire.
As a group of
South African private companies,
Adumo is not required
to comply with Sarbanes
prior to the time
we acquire it.
The
integration of
Adumo into
our internal
control over
financial reporting would
be expected
to require
significant time
and resources
from our
management and
other personnel
and is expected
to increase
our compliance
costs. If
we fail
to successfully
integrate the
operations of Adumo into our
internal control over financial reporting for
fiscal 2025, our internal
control over financial reporting may
not be effective.
If some or all
of the aforementioned or
other risks materialize, our
ability to realize the
anticipated benefits of Adumo
could be
materially impaired, and as a result, our financial condition, results of operations,
cash flows and stock price could suffer.
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.
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 and
between Israel
and Hamas,
may adversely affect our business and results of operations.
The current
conflict between
Russia and
Ukraine and
between Israel
and Hamas
are 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 and Israel-
Hamas conflicts, 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 the Middle East and globally and assessing the potential
impact on our business.
13
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
on-going electricity disruptions
during calendar 2022
and 2023, a
significantly weak USD/
ZAR exchange rate
compared
with previous periods, 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, 2024 and 2023, 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 either of fiscal 2024, 2023 and 2022 and therefore did not adjust the value of
our investment during the years ended June 30, 2024, 2023
and 2022, respectively.
MobiKwik originally intended to complete its initial public offering
in November 2021. However, MobiKwik
delayed its initial
public
offering
given
prevailing
market
conditions
at
the
time
and
has
indicated
its
intention
to
pursue
an
initial
public
listing
in
calendar 2024. MobiKwik filed its draft red herring prospectus in January 2024.
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,
2024 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.
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.
14
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.
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.
We believe our management team has the right experience
and skills to execute on our strategy. However,
in order to succeed in
our product
development and
marketing efforts,
we may
need to identify
and attract new
qualified technical
and sales personne
l, 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
assimilating, transitioning
and integrating
newly-hired
personnel or
management of
any future
acquisitions into
our existing
management team,
and this
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,
applications
or
the
hardware
platform
as
well
as
through
risk
introduced
into
our
environment
through
third
party
supplies,
which
the
group
relies
heavily
on.
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.
15
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 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 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 recent
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 EasyPay Insurance business exposes us to risks typically experienced by life assurance companies.
EasyPay Insurance 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,
our financial position, results of
operations and cash flows could be
adversely affected. 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.
16
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.
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
in 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 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 verification
certificate that
presents an
entity’s
BEE Status
Level. This
BEE verification
process must
be conducted
on an
annual basis,
and the
resultant BEE
verification certificate is only
valid for a period
of 12 months from the
date of issue of the verification
certificate.
We currently
have
a level 4 BEE rating for our South African business.
Certain of our South African
businesses are subject to either
the Amended Information and
Communication Technology
Sector
Code, or ICT Sector Code, or the
Amended 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
South
African
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 published
by Statistics
South
Africa,
from time
to time.
Employment Equity legislation
seeks to drive the
alignment of the workforce
with the racial composition
of the economically active
population
of
South
Africa
and
accelerate
the
achievement
of
employment
equity
targets,
introducing
monetary
fines
for
non-
compliance
with
the Employment
Equity
legislation
and misrepresented
submissions.
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.
17
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
36
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 our company
as of April 14,
- 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.
During fiscal 2024, we made cash contributions to 31 community-based organizations and enterprises to enable them to
promote
growth
and
strengthen
their
capacity
to
develop
innovative
platforms
or
provide
services
to
the
markets
they
serve.
We
provided
funding
to build
necessary
infrastructure
to a
high
school
based
in
a rural
community
and
also
contributed
800 mobile
devices
to
disadvantages South
African scholars.
We
have also
established a
fund to
aid vulnerable
communities affected
by fires
and floods.
Our donations to
this fund included
food, blankets, and
replacements for personal
belongings and household
goods, helping community
members recover and regain economic stability. However,
it is possible that these and other 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 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
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
continued
to occur
regularly and
with no predictability
in recent
years,
although
consistency
of
electricity
supply
has
improved
significantly
since
April
2024.
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.
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.
18
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 27%, is higher than the
U.S. federal income tax rate, of 21%. Any 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.
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.
19
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 comm
only
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
EasyPay
Everywhere
(“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, a subsidiary
of African Bank Limited, 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
South African Financial
Intelligence Centre Act,
2001 and money
laundering and terrorist
financing
control
regulations,
when
we
open
new
bank
accounts
for
our
customers
and
when
they
transact.
Failure
to
effectively
implement and
monitor responses
to the
legislation and
regulations may
result in
significant fines
or prosecution
of Grindrod
Bank
and ourselves.
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.
EasyPay
Insurance was
granted a Financial
Service Provider,
or FSP,
license on June
9, 2015, and
EasyPay Financial
Services (Pty) Ltd
was
granted
a FSP
license on
July 11,
- If
our FSP
licenses are
withdrawn or
suspended, we
may be
stopped from
continuing our
financial
services businesses in South Africa unless we are able to enter into a representative arrangement
with a third party FSP.
Furthermore, the
proposed Conduct
of Financial
Institutions Bill
will make
significant changes
to the
current licensing
regime
however, the current proposal is that existing licences will be converted. The second draft of the Conduct of Financial
Institutions Bill
was published for public comment on September 29, 2020.
20
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
and has been
significantly delayed.
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 credit 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
Our stock price has been and may continue to be volatile.
Our stock price has periodically experienced significant volatility. During the 2024
fiscal year, our stock price ranged from a
low
of $3.00 to a high of $5.33. 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.
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,
2024,
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.
21
Approximately
35%
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 35% 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 24% and 11%
of our outstanding common stock as of June 30,
2024,
respectively.
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,
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. 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.
We
have
identified
material
weaknesses
in
our
internal
control
over financial
reporting
which, if
not
timely
remediated,
may
adversely
affect
the
accuracy
and
reliability
of
our
financial
statements,
and
our
reputation, business and stock price, as well as lead to a loss of investor confidence in us.
As described
under Item
9A—“Controls and
Procedures.”, we
concluded that
our disclosure
controls and
procedures were
not
effective
as of
June 30,
2024 and
that we
had, as
of such
date, material
weaknesses in
our internal
control over
financial reporting
related
to
information
technology
general
controls
and
our
annual
goodwill
impairment
assessment.
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
our annual
or interim
consolidated financial
statements would
not be
prevented or
detected on
a timely
basis. The material weaknesses
identified in Item 9A—“Controls
and Procedures.”, did
not result in any adjustments
or restatements
of our audited and unaudited consolidated financial statements or disclosures
for any prior period previously reported by us.
We
intend to remediate
these material weaknesses.
While we believe
the steps we
take to remediate
these material weaknesses
will improve
the effectiveness
of our
internal
control over
financial
reporting
and will
remediate the
identified deficiencies,
if our
remediation
efforts
are
insufficient
to
address the
material
weakness
or
we identify
additional
material
weaknesses in
our
internal
control over financial reporting in the future, our ability
to analyze, record and report financial information
accurately, to prepare
our
financial statements within
the time periods
specified by the rules
and forms of the
SEC and to otherwise
comply with our
reporting
obligations
under
the federal
securities
laws may
be
adversely
affected.
The occurrence
of,
or failure
to
remediate,
these material
weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect
the accuracy and
reliability of our financial
statements and have other
consequences that could
materially and adversely affect
our business, including
an
adverse
impact
on
the
market
price
of
our
common
stock,
potential
actions
or
investigations
by
the
SEC
or
other
regulatory
authorities, shareholder lawsuits, a loss of investor confidence and
damage to our reputation.
22
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.
Under
Section
404
of
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.
Some
of
these
companies,
such as Adumo, may not be required to comply with Sarbanes prior
to the time we acquire them. The integration of these
acquired companies into
our internal
control over financial
reporting could 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
these
acquired
companies 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, 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.
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 that
is not recognized in
South Africa has
no extra territorial effect, and
is not directly
enforceable in South Africa, but
constitutes a cause of action
which may be recognized and 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).
23
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, Werksmans
Inc.
24
ITEM 1B.
UNRESOLVED
STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
We
operate in
the Southern
African Fintech industry,
which is subject
to various
cybersecurity risks
that could
adversely affect
our business,
financial condition,
and results
of operations—including,
but not
limited to,
the following:
intellectual property
theft,
fraud, extortion,
harm to
employees or
customers, violation
of privacy
laws and
other litigation
and legal
risk and
reputational risk.
We
have
implemented
a
risk-based
approach
to
identify
and
assess
the
cybersecurity
threats
that
could
affect
our
business
and
information systems. Our cybersecurity
program is aligned with industry
standards and best practices, specifically
the Payment Card
Industry
Data
Security
Standard
(“PCI
DSS”)
and
the
National
Institute
of
Standards
and
Technology
(“NIST”)
Cybersecurity
Framework. We
periodically conduct a third-party
Security Risk Assessment (“SRA”) to
identify the potential impact and
likelihood
of various
cyber scenarios
and to
determine the
appropriate mitigation
strategies and
controls. We
also use
this SRA
to inform
our
cybersecurity roadmap and strategies to ensure the best IT security environment is
implemented at our company. We use various tools
and
methodologies
to
manage
cybersecurity
risk—including,
but
not
limited
to,
the
following:
the
use
of
a
Managed
Endpoint
Detection and Response
(“EDR”) software and
Managed Network Detection
and Response (“MNDR”)
for our Local
Area Network
(LAN) monitoring with
internal and external
Security Operations Center
(“SOC”) real-time monitoring, Data
Loss Prevention (“DLP”)
enabled across email and web
channels as well as
mandatory Multi-factor Authentication (“MFA”) in our IT environment. In addition,
we
do
periodic
backups
and
regularly
test
the
process
to
recover
any
lost
or
corrupted
data.
We
also
monitor
and
evaluate
our
cybersecurity
posture
and
performance
on
an
ongoing
basis
through
regular
vulnerability
scans,
penetration
tests,
and
threat
intelligence
feeds
provided
by
our
respective
security
vendors.
We
require
third-party
service
providers
with
access
to
personal,
confidential or proprietary
information to implement
and maintain comprehensive
cybersecurity practices consistent
with applicable
legal standards and industry best practices.
We
recognize
the
importance
of
cyber
security
awareness
and
skills
development
which
is
regularly
provided
to
the
general
workforce, security
teams, developers
and senior
management which
includes regular
crisis simulations to
prepare respective
teams
for crisis scenarios. This also includes regular phishing simulations and campaigns.
Our
business
depends
on
the availability,
reliability,
and
security
of our
information
systems, networks,
data, and
intellectual
property. Any disruption, compromise, or breach of our systems
or data due to a
cybersecurity threat or incident could adversely
affect
our operations, customer service, product development, and competitive position. This could also result in a breach of our contractual
obligations or
legal duties
to protect
the privacy
and confidentiality
of our
stakeholders. Such
a breach
could expose
us to business
interruption, lost revenue, ransom
payments, remediation costs, liabilities
to affected parties, cybersecurity protection
costs, lost assets,
litigation,
regulatory
scrutiny and
actions,
reputational harm,
customer dissatisfaction,
harm
to our
vendor
relationships,
or loss
of
market share.
Our Board of Directors
exercises its oversight role
through the Audit Committee,
which provides the Board
with regular reports
and findings
from our
Group Chief
Information
Security Officer
(“CISO”). Our
CISO has
24+ years
of experience
in Information
Technology,
20 years specifically in IT and
IT Security combined. The CISO also has
a Master’s Degree in Information Security from
Royal Holloway, University
of London.
As
of
the
date
of
this
Annual
Report,
we
do
not
believe
any
risks
from
cybersecurity
threats
have
materially
affected
or
are
reasonably likely
to materially
affect us,
including our
results of
operations or
financial condition.
It should
be read
in conjunction
with the other sections of
this Annual Report, particularly Item
1A—“Risk Factors.”, for a comprehensive
understanding of the risks
and uncertainties related to our business and operations.
25
ITEM 2.
PROPERTIES
We lease our corporate
headquarters facility which consists of approximately 81,000 square feet in Johannesburg,
South Africa.
We also lease properties throughout South
Africa, including an
approximately 10,000 square foot
manufacturing facility in Lazer
Park,
Johannesburg, 194 financial
services branches, 14 financial service
express stores and 14 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
2029,
assuming
the
exercise
of
options
to
extend.
We
believe
that
we
have
adequate
facilities
for
our
current
business
operations.
ITEM 3.
LEGAL PROCEEDINGS
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
- 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.
See Item
1A—“Risk Factors
—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” for additional information.
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.
26
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 and
we have a secondary listing on the JSE.
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
30,
2024,
there
were
7
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, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, 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 $100 million of common stock. The authorization
has no expiration date.
The table
below presents
information relating
to purchases
of shares
of our
common stock
during the
fourth quarter
of fiscal
2024:
Period
(a)
Total
number of
shares purchased
(b)
Average price
paid per share ($)
(c)
Total
number of shares
purchased as part of
publicly announced
plans or programs
(d)
Maximum dollar value
of shares that may yet
be purchased under the
plans or programs ($)
April 2024
0
-
-
100,000,000
May 2024
(1)
262,468
4.84
-
100,000,000
June 2024
(1)
3,568
4.58
-
100,000,000
Total
266,036
-
(1) Relates to the delivery of shares of our common
stock to us by certain of our employees to settle their income
tax liabilities.
These shares do not reduce the repurchase authority under the share repurchase
program.
27
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,
2019, in each of our common stock, the companies in the S&P 500 Index, and the companies
in the NASDAQ Industrial Index.
ITEM 6.
[RESERVED]
28
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.”
U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
non-GAAP
measures
and
provide
reconciliations
to
the
most
directly
comparable
GAAP
measures.
We
discuss
why
we
consider
it
useful
to
present these non-GAAP
measures and the
material risks and
limitations of these
measures, as well
as a reconciliation
of these non-
GAAP measures
to the
most directly
comparable GAAP
financial measure
below at
“—Results of Operations
—Use of Non-GAAP
Measures” below.
Overview
We
offer a wide
range of solutions
including transactional
accounts (banking), lending,
insurance, cash management
solutions,
card acceptance, supplier payments, software services
and bill payments. By providing
a full-service fintech platform in
our connected
ecosystem, we facilitate the digitization of commerce in our markets.
Sources of Revenue
We
generate our
revenues by
charging
transaction fees
to merchants,
financial service
providers, utility
providers, bill
issuers
and consumers; by selling 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
Connect,
we provide
cash
management
and payment
services to
merchant
customers
through
a digital
vault 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
also
generate
fees
from
consumers utilizing our ATM
network.
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. The revenue and costs associated with this approach are
reflected in our consumer operating segment.
Developments during Fiscal 2024
This item
generally discusses
our 2024
results compared
to our
2023 results.
Discussions of
our 2023
results compared
to our
2022 results can be found within our Annual Report on Form 10-K
for the year ended June 30, 2023.
Fiscal 2024 represents
a transformative year for
Lesaka. The continuation of
our strong and consistent
performance delivered a
robust improvement
in profitability,
and we believe
the anticipated completion
of the Adumo
acquisition, announced
in fiscal 2024,
will facilitate
an acceleration
of our
organic
growth story
and cement
Lesaka’s
position as
Southern
Africa’s
leading Fintech.
The
consistent strengthening in our financial position enables us to continue
pursuing our organic and inorganic growth strategies.
Operating income of $3.6 million (ZAR 67.3 million) improved $18.9 million (ZAR
342.6 million) compared with an operating
loss of
$15.3 million
(ZAR 275.3
million) during
fiscal 2023.
We
reported a
net loss
attributable to
the company
of $17.4
million
(ZAR 326.1
million) during fiscal 2024 compared with a net loss of $35.1 million (ZAR 629.2
million) during fiscal 2023.
We
achieved our
Group Adjusted
EBITDA guidance,
a non-GAAP
measure, delivering
$36.9 million
(ZAR 690.9
million) in
fiscal 2024,
a 55%
increase in
ZAR, compared
to $24.8
million (ZAR
445.5
million) during
fiscal 2023,
demonstrating consistent
execution against our growth strategy.
Refer to reconciliation below at “—Results
of Operations—Use of Non-GAAP Measures”
for
a reconciliation
of Group
Adjusted EBITDA.
The continued
resilience of
our business
model in
a challenging
environment for
our
merchant and consumer customers demonstrates the value our customers
place on our services.
29
Our mission
at Lesaka
is to
provide
financial services,
including software,
to Southern
Africa’s
underserviced consumers
and
merchants, improving people’s lives and
increasing financial inclusion in the markets in which we operate.
We achieved this through
our ability to efficiently digitalize commerce by providing a full-service fintech platform and facilitating the secular shift from cash to
digital that is currently taking place.
Merchant Division
The year-on-year growth achieved
by our Merchant
Division (“Merchant”) is
supported by the
robust secular trends
underpinning
financial
inclusion,
cash management
and
digitalization
to empower
micro-merchants,
merchants
and
enterprise
clients to
transact
efficiently and fulfill their potential.
Performance in Merchant has been driven by:
●
Our
VAS
and supplier payments
business continues to see adoption by micro-merchants.
VAS
and supplier payments
Fiscal year ended June 30,
2024
2023
2022
2024 vs.
2023
2 year
CAGR %
Approximate number of devices in deployment
1
87,500
75,000
51,000
17%
31%
Throughput for the year (ZAR billions)
33.0
27.6
20.6
20%
27%
Throughput
for
the
year
excluding
international
money transfers (ZAR billions)
30.6
21.4
13.7
43%
49%
1.
2024 includes approximately 6,400 devices attributable to the acquisition of Touchsides,
effective May 01, 2024, which are
not enabled for VAS
and supplier payments on the Kazang platform.
o
We
had
approximately
87,500 devices
deployed
at June
30, 2024,
representing
a 17%
year-on-year
growth
compared to approximately 75,000
devices one year ago, and
represents a 2-year CAGR of
31% compared to
June 30, 2022.
o
The 87,500 devices
includes approximately 2,300 Touchsides merchants with
devices already enabled for
VAS
and
supplier
payments
on
the
Kazang
platform
and
an
additional
6,400
Touchsides
devices
which
are
not
enabled
for
VAS
and
supplier
payments
on
the
Kazang
platform.
These
6,400
sites
present
an
immediate
opportunity to deploy a Kazang device enabling VAS
sales and supplier payments.
o
Core to our device placement strategy
is the decision to focus on
quality business and optimizing our
existing
fleet, which is reflected in a healthy throughput growth and margin
per device.
o
As previously
communicated,
our
product
mix for
VAS
and supplier
payment
sales has
changed
with low-
margin
money transfers
reducing significantly
due to
a change
in the
regulatory environment
impacting the
industry as a
whole. Money
transfers comprised
7% of VAS
and supplier
payment throughput
in fiscal 2024
compared to 22% in
fiscal 2023. This change
has had limited impact
on profitability as money
transfers are a
very low margin product.
o
VAS
and supplier
payments throughput,
excluding the low-margin
money transfers,
increased 43%
year-on-
year to ZAR 30.6 billion, and represents a 2-year CAGR of 49% compared
to June 30, 2022.
o
Whilst we saw growth in our traditional
VAS
products of electricity,
airtime and gaming, much of the growth
has
been
driven
by
the
uptake
of
our
supplier
payments
platform
by
micro-merchants.
As
we
bring
more
suppliers onto our platform,
we anticipate these volumes
will continue to grow.
Supplier payment throughput
volumes increased 124%
in fiscal 2024
compared to fiscal 2023
and now accounts
for approximately 35%
of
our VAS
throughput volumes, compared to approximately 20% a year ago.
o
Touchsides was acquired
at the end of April 2024 (refer below).
●
Our
card acceptance
solutions to micro-merchants via Kazang Pay and to merchants through Card Connect.
Card acceptance
Fiscal year ended June, 30
2024
2023
2022
2024 vs.
2023
2 year
CAGR %
Approximate number of devices in deployment
1
51,850
44,900
22,650
15%
51%
Throughput for the year (ZAR billions)
15.6
12.0
6.1
30%
60%
30
●
Our
lending
solutions offered to merchants through Capital Connect
in the merchant market.
Lending
Fiscal year ended June, 30
2024
2023
2022
2024 vs.
2023
2 year
CAGR %
Capital Connect credit disbursed (ZAR millions)
716
769
601
(7)%
9%
Capital Connect loan book
size at period end (ZAR
millions)
284
294
229
(4)%
11%
o
Capital
Connect
disbursed
ZAR
716
million
during
fiscal
2024,
compared
to
ZAR
769
million
in
the
comparable
period
last
year,
representing
a
7%
decrease,
reflective
of
challenging
economic
conditions,
including higher interest rates, experienced by merchants in South
Africa during fiscal 2024
o
We
continue
to
see
demand
for
our
merchant
lending
offering
however
the
deteriorating
performance
and
financial strength of many
of our merchants means they
do not meet our credit
criteria, resulting in fewer and
smaller extensions.
Whilst strict
application of
our credit
criteria has
led to
negative growth,
it has
protected
and maintained the quality of our book through this cycle. Growth in credit disbursed and the Capital Connect
loan book size at the end of the year represents a 2-year CAGR of 9% and 11%
respectively.
o
Capital
Connect’s
lending
proposition
is
an
important
component
in
enabling
the
merchants
we
serve
to
compete and
grow.
Since inception,
Capital Connect
has distributed
more than
ZAR 3
billion of
funding to
merchants and can provide funding
of up to ZAR 5
million in under 24 hours. Quick
access to affordable and
flexible opportunity
capital is
vital in
every stage
of a
merchants’ lifecycle,
enabling them
to never
miss an
opportunity.
o
In fiscal 2024 Capital
Connect launched
“Fuel Connect”
, a tailored lending
solution addressing complexities
in fuel ordering, aimed at solving for merchants’ pain points.
o
Kazang Pay
Advance, our
lending offering
in the micro
-merchant sector,
was suspended
in early fiscal
2024
following the decision to discontinue
the current product, especially in
the high interest rate environment. We
continued
to
explore
other
options
with
respect
to
this
offering
with
it
now
in
live
pilot
phase.
We
are
monitoring payment
behavior on a
smaller loan book
and applying stricter
lending criteria before
the official
relaunch later in fiscal 2025.
●
Our
cash
management
and
digitalization
solutions
effectively
“puts
the
bank”
in
approximately
4,440
merchants’
stores.
Cash management and digitalization
Fiscal year ended June 30,
2024
2023
2022
2024 vs.
2023
2 year
CAGR %
Approximate number of devices in deployment
4,440
4,390
4,080
1%
4%
Cash
settlements
(throughput)
for
the
year
(ZAR
billions)
112.6
110.1
102.1
2%
5%
o
Our cash
business remains
a
vital product
in our
merchant offering
and is
a key
differentiator
for
us in
the
digitalization
of cash.
We
provide
robust
cash vaults
in
the SME
sector
(Cash
Connect) and
are building
a
presence
in
the
micro-merchant
sector
(Kazang
Vaults),
which
enables
our
merchant
customer
base
to
significantly mitigate their operational risks pertaining to cash management
and security.
o
Whilst there
is trend
towards digital payments,
cash remains
as the
most significant portion
of retail transactions
especially in informal markets. This business is
primarily exposed to the mid-market SMEs, a
sector which has
experienced
challenges such
as power
outages,
high
price inflation
and
a slowdown
in consumer
spending,
over
the
past
24
months.
This
impacted
the
merchants
we
serve
in
this
sector
and
resulted
in
increased
bankruptcies and vault upliftments which affected
the net growth in the vault estate.
o
Our merchants deposited over ZAR 113 billion in cash into our vaults in fiscal 2024 evidencing the value they
derive from our ability to digitalize this cash and immediately provide access to working
capital.
Acquisition of Touchsides
In February 2024
we announced the acquisition
of Touchsides
(Pty) Ltd (“Touchsides”)
and the deal
closed on April 30,
2024.
Touchsides
is a leading
data analytics and
insights company,
and highly
complementary with
our Kazang
business. The
acquisition
significantly expands
Kazang’s
footprint in
the informal
market by
adding an
established solution
that has
a strong
presence in
the
licensed tavern market. The business
provides platform-as-a-service (“PaaS”) and software-as-a-service (“SaaS”) solutions
to licensed
tavern
outlets,
enabling
the
measurement
of
sales
activity
in
real-time,
management
of
stock
levels
and
informing
commercial
decisions, such as pricing and promotional offers.
31
The data and insights gathered from these terminals carries significant value and potential to be monetized through relationships
with
a
range
of
clients
including
fast-moving
consumer
goods
companies,
retailers,
wholesalers,
route-to-market
suppliers,
and
financiers.
Touchsides is managed
as part of our micro-merchant business and has been allocated to our Merchant operating
segment.
Acquisition of Adumo
In May 2024
we announced the acquisition
of Adumo RF (Pty)
Ltd (“Adumo”), which
is subject to shareholder
and regulatory
approvals.
Adumo is an independent
payments and commerce enablement
platform in Southern Africa,
serving approximately 23,000 active
merchants with
operations across
South Africa,
Namibia, Botswana
and Kenya.
For more
than two
decades, Adumo
has facilitated
physical and online commerce between retail merchants and end-consumers by offering
a unique combination of payment processing
and integrated software
solutions, which currently
include embedded payments,
integrated payments, reconciliation services,
merchant
lending, customer engagement tools, card issuing program management
and data analytics.
Adumo operates
across three
businesses, which
provide payment
processing and
integrated software
solutions to
different
end markets:
●
The Adumo
Payments business offers
payment processing,
integrated payments
and reconciliation
solutions to small-
and-medium
(“SME”)
merchants
in
South
Africa,
Namibia
and
Botswana,
and
also
provides
card
issuing
program
management to corporate clients such as Anglo American and Coca-Cola;
●
The Adumo ISV business, also known as GAAP,
has operations in South Africa, Botswana and Kenya, and clients in a
further 21
countries, and
is the
leading provider
of integrated
point-of-sales software
and hardware
to the
hospitality
industry in Southern Africa, serving clients such as KFC, McDonald’s,
Pizza Hut, Nando’s and Krispy Kreme;
and,
●
The Adumo
Ventures
business offers
online commerce
solutions (Adumo
Online), cloud-based,
multi-channel point-
of-sales
solutions
(Humble)
and
an
aggregated
payment
and
credit
platform
for
in-store
and
online
commerce
(SwitchPay) to SME merchants and corporate clients in South Africa and Namibia.
Adumo generates
the majority
of its
revenue from
per transaction
fees that
are calculated
as a
percentage of
transaction value,
and software-as-a-service (“SaaS”) subscription fees charged to
merchants. As of June
30, 2024, Adumo employed approximately
950
employees throughout Southern Africa.
The
acquisition
continues
Lesaka’s
consolidation
in
the
Southern
African
fintech
sector.
The
Lesaka
ecosystem
will
serve
approximately 1.7 million
active consumers,
120,200 merchants,
and processes
over ZAR
270 billion
in throughput
(cash, card
and
VAS)
per year.
The
combined
Group
will
have
over
3,300
employees
operating
on
the
ground
in
five
countries:
South
Africa,
Namibia,
Botswana, Zambia, and Kenya.
The acquisition enhances Lesaka's strengths in both the consumer
and merchant markets.
The purchase
consideration will
be settled
through the
combination of
an issuance
of 17,279,803
shares of
our common
stock
and a ZAR 232 million ($12.5
million, translated at the prevailing rate of
$1: ZAR 18.5 as of
May 6, 2024) payment in cash.
The share
issuance
was
based
off
of
the
Base
Purchase
Consideration,
as
defined
in
the
transaction
agreement,
of
ZAR
1.59
billion
($85.9 million),
less
the
ZAR
232
million
cash
payment,
implying
a
value
per
share
of
$4.25
((ZAR
1.59
billion
–
ZAR
0.232
billion)/17,279,803 /
ZAR 18.5). Adumo
shareholders include Apis
Growth Fund I,
a private equity
fund managed by
Apis Partners
LLP (“Apis”), African Rainbow
Capital (“ARC”), the largest
shareholder of Crossfin Holdings
(RF) Pty Ltd (“Crossfin”),
as well as
the International Finance Corporation and Adumo management.
As of September 11, 2024, the majority of shareholder and regulatory approvals required in finalizing this transaction have been
satisfied. The transaction is expected
to close by October 2024 (quarter two
of fiscal 2025) once the remaining procedural
customary
closing conditions are satisfied.
32
Consumer Division
In
our
Consumer
Division
we
offer
transactional
accounts
(banking),
insurance,
lending
and
payments
solutions
designed
to
improve the lives
of historically underserviced
consumers and continue
to deliver against
our strategic focus
areas underpinning our
growth
strategy.
Progress made
on these
levers: (i)
growing active
EasyPay Everywhere
(“EPE”)
account numbers,
(ii) increasing
average
revenue
per
user
(“ARPU”)
through
cross-selling
and
(iii)
cost
optimization,
and
(iv)
enhancing
our
product
and
service
offering, resulted in revenue and profitability growth in
the Consumer Division in fiscal 2024.
Consumer
Fiscal year ended June 30,
2024
2023
2024 vs.
2023
Transactional accounts
(banking) - EasyPay Everywhere ("EPE")
Approximate
Gross
EPE
account
activations
for
the
year
-
Permanent
grant
recipients (number)
326,000
186,000
75%
Approximate
Net
EPE
account
activations
for
the
year
-
Permanent
grant
recipients (number)
192,000
79,000
143%
Total active EPE transactional
account base at year end (millions)
1.51
1.28
19%
Total
active
EPE
transactional
account
base
at
year
end
-
Permanent
grant
recipients (millions)
1.33
1.10
21%
Lending - EasyPay Loans
Approximate number of loans originated during the year (number)
1,061,000
850,000
24%
Gross advances (ZAR billions)
1.7
1.3
29%
Loan book size, before allowances, at year end
1
(ZAR millions)
548
415
32%
Insurance - EasyPay Insurance
Approximate number of insurance policies written in the year (number)
170,000
124,000
37%
Total active insurance
policies on book at year end (number)
439,000
335,000
31%
Average revenue per customer per month,
as of June
30, (permanent grant
beneficiaries) (ZAR)
90
80
13%
1.
Gross loan book, before
provisions.
The progress on our key initiatives is as follows:
●
Driving customer acquisition
o
Gross
EPE
account
activations,
for
the
permanent
base,
during
fiscal
2024
showed
significant
year-on-year
improvement due
to various strategic
initiatives. We
achieved approximately
326,000 gross account
activations in
the year, increasing
75% compared to approximately
186,000 in fiscal 2023.
After accounting for churn, net
active
account growth for the year increased 143%
to approximately 192,000 accounts, compared to approximately 79,000
in fiscal 2023.
o
Our
total
active EPE
transactional
account base
stood
at
approximately
1.47 million
at
the end
of June
2024,
of
which approximately
1.33 million
(or approximately
87%) are
permanent grant
recipients. The
balance comprises
Social Relief of Distress
(“SRD”) grant recipients, which was
introduced during the COVID pandemic and
extended
in calendar year 2023.
o
Our priority
is to grow
our permanent
grant recipient
customers base,
where we
can build
deeper relationships
by
offering other products such as insurance and lending. We do not offer the same breadth of service to the SRD grant
base due to the temporary nature of the grant.
●
Progress on cross
selling
EasyPay Loans
o
We
originated approximately
1.06 million
loans during
the year
with our
consumer loan
book, before
allowances
(“gross book”), increasing
32% to ZAR 548
million as of June
30, 2024, compared
to ZAR 415 million
as of June
30, 2023.
o
We have not
amended our credit scoring or other lending criteria and the growth is reflective of the demand
for our
tailored
loan
product
for
this
market,
growth
in
EPE
bank
account
customer
base
and
improved
cross-selling
capabilities.
o
The
loan
conversion
rate continues
to improve
following
the implementation
of
a number
of targeted
Consumer
lending campaigns and encouraging results from our digital channels during
the year.
o
The portfolio loss ratio
of approximately 6%,
calculated as the loans
written off during
fiscal 2024 as a percentage
of the total gross
loan book at the
end of the period,
remained stable on an
annualized basis, compared to
fiscal 2023.
33
EasyPay Insurance
o
Our funeral
insurance product continued
its strong growth
and is a
material contributor
to the improvement
in our
overall ARPU. We
have been able to improve customer
penetration to approximately 33% of our
active permanent
grant account base
as of
June 30, 2024,
compared to approximately
31% as
of June 30,
- Approximately 170,000
new policies were
written during
fiscal 2024, increasing
37%, compared
to approximately
124,000 in
fiscal 2023.
The
total
number
of
active
policies
has
grown
by
31%
to
approximately
439,000
policies
as
of
June
30,
2024,
compared to June 30, 2023.
ARPU
o
ARPU
for
our
permanent
client
base
has
increased
to
approximately
ZAR
90
as
of
June
30,
2024,
from
approximately ZAR 80 as of June 30, 2023.
Economic Environment and Impact of loadshedding
The economic environment in South Africa remains challenging for our consumer and merchant customers. Whilst inflation
has
come down
into the top
end of the
Reserve Bank’s
target range,
the impact of
the past two
year’s high
inflationary and interest
rate
environment has
impacted consumers.
Likewise, our
merchant customers
have operated
in a challenging
environment, especially
in
the
formal
SME
segment
where
we
have
seen
the
impact
in
our
cash
and
lending
business.
Notwithstanding
the
challenges,
our
business model
has proved
resilient, and
we have
managed to
continue growing
our consumer
and merchant
base whilst
delivering
improved Group Adjusted EBITDA.
Recent developments have bolstered confidence in our economy.
Whilst, as of the date of this Annual Report, the Reserve Bank
has not reduced interest rates, there is a
possibility that a downward cycle in interest rates will
start soon. Power cuts, or loadshedding,
has seen a marked improvement compared to last year. South Africa recently went through more than 100 days without loadshedding.
The lead up to the
national elections in May 2024 was
a period of significant uncertainty for
South Africa. The eventual outcome, with
a Government of National Unity being formed, was positively received by
the market, with the stock exchange reaching record highs
and the bond market recording record inflows, reflecting renewed confidence.
Overall,
the
South
African
economy
remains
challenging
with
high
unemployment,
high
interest
rates
and
low
growth
expectations. We do not foresee
any major changes
however anticipate that
a lower interest
rate environment would
bring much needed
relief to consumers and merchants in South Africa.
Improvement in our Broad Based Black Economic
Empowerment (“B-BBEE”) rating to level 4
B-BBEE is
a key
strategic priority
for us. Achievement
of B-BBEE
objectives is
measured by
a scorecard
which establishes
a
weighting
for
various
elements.
Scorecards
are
independently
reviewed
by
accredited
BEE
verification
agencies
which
issue
a
certificate that presents an entity’s BEE Contributor Status Level, with
level 1 being the highest
and “no rating” (a level
below level 8)
as the lowest. During fiscal 2023, we made
significant progress in terms of improving our empowerment credentials and
in September
2023 we
reported that
our independently
verified B-BBEE
rating improved
to a
level 5
rating from
a level
8 rating,
simultaneously
setting out our aim to achieve a level 4 rating by the end of fiscal year 2024.
Together with various B-BBEE initiatives and programmes being rolled
out, including our Youth Employment Services (“YES”)
programme, we
achieved this
target during
the second
quarter of
fiscal 2024
and have
received an
independently verified
B-BBEE
rating of level 4.
Leadership Changes in fiscal 2024
On February 29, 2024 Mr. Chris Meyer completed his tenure as
Group CEO of Lesaka, a position he
held since July 1, 2021. Mr.
Ali Mazanderani
took
over
the majority
of
Mr.
Meyer’s
responsibilities
as Executive
Chairman
of Lesaka
on
March 1,
2024.
Ali
Mazanderani has been integral to the development of Lesaka’s strategy and has been a Non-Executive Director since 2020. As part of
the change
in leadership,
Mr.
Kuben Pillay,
stepped down
as our
Chairman on
January 31,
2024, and
commenced his
role as
Lead
Independent Director of Lesaka on February 1, 2024.
34
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 2024, our key judgements related to reporting unit revenue growth rates and the
weighted-average cost
of capital applicable
to peer and
industry comparables
of the reporting
units. In
determining the
fair value of
reporting units
for fiscal
2023, 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.
The results of our impairment tests during fiscal 2024
indicated that the fair value of our reporting units exceeded
their carrying
values and
so did
not require
impairment. The
results of
our impairment
tests during
fiscal 2023
indicated that
the fair value
of our
reporting
units
exceeded
their carrying
values,
with
the
exception
of
the $7.0
million
of goodwill
impaired
during
fiscal 202
3,
as
discussed in Note 10 to our audited consolidated financial statements.
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
did not
identify any
significant intangible
assets related
to the
Touchsides
acquisition in
fiscal
- 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.
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
vouchers which
was held
as inventory
and (b)
distribute VAS,
including prepaid
airtime vouchers (which
we do
not hold as
inventory), 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.
35
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, 2024 and 2023, and
valued Cell C at
$0.0
(zero) as of each of
June 30, 2024 and 2023.
We utilized the latest business plan provided by Cell
C management
for the period ended December 31,
2027, for the June 30, 2024
and 2023 valuations, and the
following key valuation inputs were used:
Weighted Average
Cost of Capital:
Between 21% and 26% over the period of the forecast
Long-term growth rate:
4.5% (4.5% as of June 30, 2023)
Marketability discount:
21% (20% as of June 30, 2023)
Minority discount:
24% (24% as of June 30, 2023)
Net adjusted external debt - June 30, 2024:
(1)
ZAR 8 billion ($0.4 billion), no lease liabilities included
Net adjusted external debt - June 30, 2023:
(2)
ZAR 8.1 billion ($0.4 billion), no lease liabilities included
(1) translated from ZAR to U.S. dollars at exchange rates applicable
as of June 30, 2024.
(2) translated from ZAR to U.S. dollars at exchange rates applicable
as of June 30, 2023.
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, 2024.
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 2024,
2023
and 2022,
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 either of
the years ended June
30, 2024, 2023
and 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,
our
current
valuation
is based
on
an
observable
price
change
in
an orderly
transaction
for
similar
or
identical equity
securities issued by MobiKwik
in a capital raise concluded
in June 2021, of $245.50
per share. The carrying value
of our investment
in MobiKwik is
$76.3 million as
of June 30,
- Any change
in the fair
value of MobiKwik
is included in
the caption “Change
in
fair value of equity securities” in our audited consolidated statement of operations
.
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
2024 and
2023, for
our
investment in
Finbond Group
Limited “(Finbond”)
following the
identification of
certain impairment
indicators. The
results of
our
impairment tests
during fiscal
2024
and 2023,
resulted in
impairments of
$1.2 million
and $1.1
million, respectively,
related to
our
equity-accounted investments. These impairments are discussed in Note
9 to our audited consolidated financial
statements. On August
10, 2023, we, through our wholly owned subsidiary
Net1 Finance Holdings (Pty) Ltd, entered into an agreement
with Finbond to sell
our remaining shareholding to Finbond for a cash consideration of ZAR 64.2
million ($3.5 million), or ZAR 0.2911 per share.
36
For
fiscal
2024,
in
determining
the
fair
value
of
Finbond,
we
used
the
price
of
ZAR
0.2911
referenced
in
the
August
2023
agreement to calculate
the determined fair value
for Finbond. For
fiscal 2023, in determining
the fair value of
Finbond, as it is
listed
on the Johannesburg Stock Exchange, its market price as
of the impairment assessment dates, adjusted for a
liquidity discount of 25%.
We based our estimates on assumptions
we believe to be reasonable but that are unpredictable and inherently uncertain. The fair
value of
our investment
in Finbond
was sensitive
to movements
in its
market price,
which is
quoted in
ZAR, because
we used
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 differ
ences
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
2024,
2023,
and
2022,
respectively
we
recorded a net decrease of $5.6 million,
$8.0 million and $1.7 million, to our
valuation allowance. As of June 30, 2024
and 2023, the
valuation allowance related to deferred tax assets was $114.7
million and $109.1 million, respectively.
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 53%) or 5% decrease (to 43%) in the expected volatility used (of 48%) to value stock options granted in June 2024,
would result
in a
charge that
was 11%
higher (if
53% were
used) or
11%
lower (if
43% were
used). Net
stock-based compensation
expense from continuing operations was $7.9 million, $7.3 million and $3.0
million for fiscal 2024, 2023 and 2022, respectively.
Accounts Receivable and Allowance for Credit Losses
We
use a lifetime loss rate by expressing
write-off experience as a percentage
of corresponding invoice amounts (as
opposed to
outstanding balances). The allowance for credit losses related to these receivables has been calculated by multiplying the lifetime loss
rate with recent invoice/origination amounts.
Prior to July 1, 2023, a specific provision is established where it is considered likely that all or a portion of the amount due from
customers
renting
safe
assets,
point
of
sale
(“POS”)
equipment,
receiving
support
and
maintenance
or
transaction
services
or
purchasing licenses
or SIM
cards from
us that
will not
be recovered.
Non-recoverability is
assessed based
on a
quarterly review
by
management of the
ageing of outstanding
amounts, the location and
the payment history of
the customer in relation
to those specific
amounts.
We use historical default experience over the lifetime of loans in order to calculate a lifetime loss
rate for our lending books. The
allowance for
credit losses related
to Consumer
finance loans receivables
is calculated by
multiplying the
lifetime loss rate
with the
month-end outstanding lending book.
Prior to July
1, 2023, we
regularly reviewed the
ageing of outstanding
amounts due from
borrowers and adjusted
its allowance
based
on
management’s
estimate
of
the
recoverability
of
the
finance
loans
receivable.
We
write
off
microlending
finance
loans
receivable and related service fees and
interest if a borrower is in arrears
with repayments for more than three months
or is deceased.
We write 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.
37
Lending
Merchant lending
The allowance for credit losses related to Merchant finance loans receivables
is calculated by adding together actual receivables
in
default
plus
multiplying
the
lifetime
loss
rate
with
the
month-end
outstanding
lending
book.
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.
We
recently (in the past
three years) commenced lending
to merchant customers and
uses historical default experience
over the
lifetime of loans generated thus
far in order to calculate
a lifetime loss
rate for the lending book.
The allowance for credit losses
related
to these merchant finance loans receivables is calculated by adding together actual receivables in default plus multiplying the lifetime
loss
rate
with
the
month-end
outstanding
lending
book.
The
lifetime
loss
rate
as
of
each of
July
1,
2023
and
June
30,
2024,
was
approximately 1.18%.
The performing
component (that
is, outstanding
loan payments
not in
arrears), under-performing
component
(that is, outstanding loan payments that are in arrears)
and non-performing component (that is, outstanding loans
for which payments
appeared to have ceased) of the book represents approximately 84%, 15% and 1%, respectively, of the outstanding lending book as of
June 30, 2024.
Prior to
July 1, 2023,
we maintained
an allowance
for credit
losses -
finance loans
receivable related
to our Merchant
services
segment
with
respect
to
short-term
loans
to
qualifying
merchant
customers.
Our
policy
was
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
was in
arrears for more than 15 days. We wrote off loans and related interest and fees when it is evident that reasonable recovery procedures,
including where deemed necessary,
formal legal action, had failed.
Consumer microlending
The allowance for credit
losses related to Consumer finance
loans receivables is calculated
by multiplying the lifetime
loss rate
with
the
month-end
outstanding
lending
book.
Loans
to
customers
have
a
tenor
of
up
to
six
months,
with
the
majority
of
loans
originated having a
tenor of six months.
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.
We
consider this
policy to
be appropriate
because the
affordability
test it
performs takes into account a variety of factors such
as other debts and total expenditures on normal
household and lifestyle expenses.
Additional allowances
may be
required should
the ability
of its
customers to
make payments
when due
deteriorate in
the future.
A
significant amount
of judgment is
required to
assess the ultimate
recoverability of
these finance loan
receivables, including
ongoing
evaluation of the creditworthiness of each customer.
We
have operated this
lending book for
more than five
years and use
historical default experience
over the lifetime
of loans in
order to calculate a lifetime loss rate for the lending book.
We
analyze this lending book as a single portfolio because the loans within
the portfolio
have similar characteristics
and management
uses similar processes
to monitor
and assess the
credit risk of
the lending
book. The allowance for credit losses related to these microlending finance loans receivables is calculated
by multiplying the lifetime
loss rate with the month end outstanding lending book. The
lifetime loss rate as of each
of July 1, 2023 and June 30, 2024,
was 6.50%.
The performing
component
(that is,
outstanding
loan payments
not in
arrears)
of the
book exceeds
more than
98% of
outstanding
lending book as of June 30, 2024.
Prior to July
1, 2023, we
maintained an allowance
for credit losses
- finance loans
receivable related to
our Consumer services
segment with respect
to short-term loans
to qualifying customers.
Our policy was
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
wrote off microlending loans and related service fees if
a borrower is in arrears with repayments for more than three months or dies.
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, 2024
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, 2024, including the expected dates of adoption
and effects on financial condition, results of operations and
cash flows.
38
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,
2024
2023
2022
ZAR : $ average exchange rate
18.7070
17.7641
15.2154
Highest ZAR : $ rate during period
19.4568
19.7558
16.2968
Lowest ZAR : $ rate during period
17.6278
16.2034
14.1630
Rate at end of period
18.1808
18.8376
16.2903
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, 2024, 2023 and 2022, 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,
2024
2023
2022
Income and expense items: $1 = ZAR
18.6844
17.9400
15.1978
Balance sheet items: $1 = ZAR
18.1808
18.8376
16.2903
We have translated the results of operations and operating segment information for the year
ended June 30, 2024, provided in the
tables below
using the
actual average
exchange rates
per month
between the
USD and
ZAR in order
to reduce
the reconciliation
of
information presented to our chief operating
decision maker. The impact of
using this method compared with the average rate
for the
quarter and year to date is not significant, however, it does result in minor differences.
We believe that presentation using
the average
exchange
rates
per
month
compared
with
the
average
exchange
rate
per
quarter
and
for
the
year
improves
the
accuracy
of
the
information presented in our
external financial reporting and
leads to fewer
differences between our external reporting
measures which
are supplementally presented in ZAR, and our internal management
information, which is also presented in ZAR.
39
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.
Presentation
of
our
reported
results
in
ZAR
is
a
non-GAAP
measure.
Due
to
the
significant
impact
of
currency
fluctuations between
the U.S. dollar
and ZAR on
our reported
results and
because we
use the
U.S. dollar as
our reporting
currency,
we believe that
the supplemental presentation
of our results
of operations in
ZAR is useful
to investors to
understand the changes
in
the underlying trends of our business.
Our
operating
segment
revenue
presented
in
“—Results
of
operations
by
operating
segment”
represents
total
revenue
per
operating segment before intercompany
eliminations. A reconciliation between
total operating segment revenue and
revenue, as well
as the reconciliation between our segment performance measure and net loss before tax (benefits) expense, is presented in our audited
consolidated financial statements in Note
21 to those statements. Our chief operating
decision maker was our Group Chief
Executive
Officer until
February 29, 2024
and has been
our Executive Chairman
since March 1,
2024, and our
Group Chief Executive
Officer
evaluated and our
Executive Chairman evaluates,
respectively,
segment performance based
on segment earnings
before interest, tax,
depreciation
and amortization
(“EBITDA”),
adjusted for
items mentioned
in the
next sentence
(“Segment Adjusted
EBITDA”) for
each operating
segment. We
do not allocate
once-off items
(as defined below),
stock-based compensation
charges, depreciation
and
amortization,
impairment
of goodwill
or other
intangible assets,
certain
lease
expenses
(“Lease expenses”),
other
items
(including
gains or
losses on
disposal of
investments,
fair value
adjustments to
equity
securities, fair
value
adjustments
to currency
options),
interest income, interest expense, income tax expense or loss
from equity-accounted investments to our reportable segments. Once-off
items represents non-recurring expense
items, including costs related to
acquisitions and transactions consummated
or ultimately not
pursued. The Lease
expenses reflect lease
expenses (refer to
Note 8 to
our audited consolidated
financial statements)
and the Stock-
based compensation
adjustments reflect
stock-based compensation
expense and
are both
excluded from
the calculation
of Segment
Adjusted EBITDA and
are therefore reported
as reconciling items to
reconcile the reportable
segments’ Segment Adjusted
EBITDA
to our loss before income tax expense.
Group Adjusted
EBITDA represents
Segment
Adjusted EBITDA
after deducting
Lease expenses
and group
costs. Refer
also
“Results of Operations—Use of Non-GAAP Measures” below.
Fiscal 2024
and 2023 includes
Connect for
the entire fiscal
year and
fiscal 2022
includes consolidation
of Connect
from April
14, 2022. Refer also to Note 3 to the audited consolidated financial statements for
additional information regarding this transaction.
We analyze our business and operations in terms of two
inter-related but independent operating segments: (1) Merchant Division
and (2)
Consumer Division.
In addition,
corporate activities
that are
impracticable to
allocate directly
to the
operating segments,
as
well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included
in Eliminations.
Fiscal 2024 Compared to Fiscal 2023
The following factors had
a significant influence on
our results of
operations during fiscal 2024
as compared with
the same period
in the prior year:
●
Higher revenue:
Our revenues increased by 11.4% in ZAR, primarily due to an increase in low margin prepaid airtime sales
and other value-added
services, as well as
higher transaction, insurance
and lending revenues, which
was partially offset
by
lower hardware sales revenue in our POS hardware distribution business given
the lumpy nature of bulk sales;
●
Operating
income
generated:
Operating
profitability
was
achieved
following
years
of
operating
losses
as
a
result
of the
various cost reduction initiatives in Consumer implemented in prior periods as well as the contribution
from Connect;
●
Higher net interest charge:
The net interest
charge increased to
ZAR 311.2
million from ZAR 299.9
million primarily due
to higher interest rates;
●
Significant transaction costs:
We expensed $2.3 million of transaction costs related to the Adumo transaction in fiscal 2024;
and
●
Foreign exchange movements:
The U.S. dollar was 4.1% stronger against the ZAR during fiscal
2024 compared to the prior
period, which adversely impacted our U.S. dollar reported results.
40
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,
2024
2023
$ %
$ ’000
$ ’000
change
Revenue
564,222
527,971
7%
Cost of goods sold, IT processing, servicing and support
442,673
417,544
6%
Selling, general and administration
92,001
95,050
(3%)
Depreciation and amortization
23,665
23,685
(0%)
Impairment loss
-
7,039
nm
Transaction costs related to Adumo transaction
2,293
-
nm
Operating income (loss)
3,590
(15,347)
nm
Reversal of allowance for EMI doubtful debt receivable
250
-
nm
Loss on disposal of equity-accounted investment
-
205
nm
Interest income
2,294
1,853
24%
Interest expense
18,932
18,567
2%
Loss before income tax expense (benefit)
(12,798)
(32,266)
(60%)
Income tax expense (benefit)
3,363
(2,309)
nm
Net loss before loss from equity-accounted investments
(16,161)
(29,957)
(46%)
Loss from equity-accounted investments
(1,279)
(5,117)
(75%)
Net loss attributable to us
(17,440)
(35,074)
(50%)
Table 4
In South African Rand
Year
ended June 30,
2024
2023
ZAR %
ZAR ’000
ZAR ’000
change
Revenue
10,553,233
9,471,800
11%
Cost of goods sold, IT processing, servicing and support
8,280,262
7,490,739
11%
Selling, general and administration
1,720,585
1,705,196
1%
Depreciation and amortization
442,570
424,909
4%
Impairment loss
-
126,280
nm
Transaction costs related to Adumo transaction
42,561
-
nm
Operating income (loss)
67,255
(275,324)
nm
Reversal of allowance for EMI doubtful debt receivable
4,741
-
nm
Loss on disposal of equity-accounted investment
-
3,678
nm
Interest income
42,896
33,243
29%
Interest expense
354,048
333,092
6%
Loss before income tax expense (benefit)
(239,156)
(578,851)
(59%)
Income tax expense (benefit)
62,616
(41,423)
nm
Net loss before loss from equity-accounted investments
(301,772)
(537,428)
(44%)
Loss from equity-accounted investments
(24,298)
(91,799)
(74%)
Net loss attributable to us
(326,070)
(629,227)
(48%)
Revenue increased by $36.3 million (ZAR 1.1 billion), or 6.9% (in ZAR, 11.4%),
primarily due to the increase in the number of
low-margin
prepaid
airtime
vouchers
sold
and
an
increase
in
volume
of
other
value-added
services
provided,
as
well
as
higher
transaction volumes processed, insurance premiums collected
and lending revenues following an increase in loan
originations, which
was partially offset
by a lower
number of
hardware sales in
our POS hardware
distribution business
given the
lumpy nature of
bulk
sales. Refer to discussion above at “—Recent Developments”
for a description of key trends impacting our revenue this fiscal year.
41
Cost of goods sold, IT processing, servicing and
support increased by $25.1 million (ZAR
0.8 billion), or 6.0% (in ZAR,
10.5%),
primarily due to
the increase in low
margin prepaid airtime
sales, which were
partially offset by
the lower cost of
goods sold related
to fewer hardware sales.
Selling, general and
administration expenses decreased
by $3.0 million
(in USD 3.2%),
and increased by
ZAR 15.4 million
(in
ZAR, 0.9%)
.
In ZAR,
the modest
increase
was primarily
due to
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, which were partially
offset by the benefits of various cost reduction initiatives in Consumer
.
Depreciation and amortization expense decreased by $0.02
million (in USD, 0.1%),
and increased by ZAR 17.7 million
(in ZAR,
4.2%).
In ZAR, the increase was due to an increase in depreciation expense related to additional POS devices
deployed.
During fiscal 2023, we
recorded an impairment loss
of $7.0 million related
to the impairment of
our hardware/ software supply
business
unit’s
allocated
goodwill.
Refer
to
Note
10
of
our
audited
consolidated
financial
statements
for
additional
information
regarding these impairment losses.
Transaction costs related to Adumo
acquisition includes fees
paid to external
service providers associated
with legal, commercial,
financial and tax due
diligence activities performed,
fees paid to legal advisors
to draft the purchase
agreement as well as
other legal
and advisory services procured related to the transaction.
Our operating income
(loss) margin in
fiscal 2024 and 2023
was 0.6% and (2.9%),
respectively.
We
discuss the components of
operating loss margin under “—Results of operations
by operating segment.”
We
did
not
record
any
changes
in
the
fair
value
of
equity
interests
in
MobiKwik
and
Cell
C
during
fiscal
2024
and
2023,
respectively.
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.
During fiscal 2024, we
received an outstanding amount
of $0.3 million related
to the sale
of Carbon in fiscal
2023, which resulted
in the reversal
of an allowance
for doubtful
loans receivable
of $0.3
million recorded
in fiscal 2023.
We
recorded a
net loss of
$0.2
million comprising a
loss of $0.4 million
related to the disposal of
a minor portion of
our investment in Finbond
and a $0.25 million
gain related to the disposal of our entire interest in Carbon during fiscal 2023. Refer
to Note 9 to our consolidated financial statements
for additional information regarding these disposals.
Interest on
surplus cash
increased to
$2.3 million
(ZAR 42.9
million) from
$1.9 million
(ZAR 33.2
million), primarily
due to
higher interest rates.
Interest expense increased
to $18.9 million
(ZAR 354.0 million)
from $18.6 million
(ZAR 333.1 million),
primarily as a
result
of higher overall
interest rates and
higher overall borrowings
during fiscal 2024
compared with comparable
period in the
prior year,
which was partially offset by lower interest
expense incurred on certain of our borrowings
for which we were able to negotiate lower
rates of interest during the latter half of fiscal 2023 and again towards the end
of calendar 2023.
Fiscal 2024 tax
expense was $3.4
million (ZAR 62.6
million) compared to
a tax benefit
of $(2.3) million
(ZAR (41.4) million)
in
fiscal
2023.
Our
effective
tax
rate
for
fiscal
2024
was
impacted
by
the
tax
expense
recorded
by
our
profitable
South
African
operations, a
deferred tax
benefit related
to acquisition-related
intangible asset
amortization, non-deductible
expenses, the
on-going
losses incurred by certain
of our South African businesses and
the associated valuation allowances created
related to the deferred tax
assets recognized regarding net operating losses incurred by these entities.
Our effective
tax rate for
fiscal 2024 was impacted
by a reduction
in the enacted
South African corporate
income tax rate from
28% to 27% from January 2023 (but backdated to July 1, 2022), the tax expense recorded by our profitable South African operations,
a
deferred
tax
benefit
related
to
acquisition-related
intangible
asset
amortization,
non-deductible
expenses,
a
deferred
tax
benefit
related to an expense paid by Connect before
we acquired the business and which subsequently has been
determined to be deductible
for
tax purposes,
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.
42
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.
We sold
our entire remaining interest in
Finbond during the second
quarter of fiscal 2024.
We
recorded an
impairment loss related to our
investment in Finbond in fiscal
2024 as the carrying value
of Finbond exceeded the fair
value of holding
in Finbond
using the
price of
ZAR 0.2911
per share
referenced in
the August
2023 agreement
with Finbond.
We
also recorded
an
impairment loss in fiscal 202
3
following on-going losses reported
by Finbond and its lower
listed share price.
Refer to Note 9 to
our
consolidated financial statements for additional information
regarding the impairments.
The table below
presents the relative loss
from
our equity accounted investments:
Table 5
Year
ended June 30,
2024
2023
$ %
$ ’000
$ ’000
change
Finbond
(1,445)
(5,206)
(72%)
Share of net (loss) income
(278)
(4,096)
(93%)
Impairment
(1,167)
(1,110)
5%
Other
166
89
87%
Share of net income (loss)
166
89
87%
Total
loss from equity-accounted investment
(1,279)
(5,117)
(75%)
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,
2024
% of
2023
% of
%
Operating Segment
$ ’000
total
$ ’000
total
change
Consolidated revenue:
Merchant
498,314
89%
463,701
88%
7%
Consumer
69,211
12%
62,801
12%
10%
Subtotal: Operating segments
567,525
101%
526,502
100%
8%
Not allocated to operating segments
-
-
1,469
-
nm
Corporate/Eliminations
(3,303)
(1%)
-
-
nm
Total
consolidated revenue
564,222
100%
527,971
100%
7%
Group Adjusted EBITDA:
Merchant
(1)
33,368
90%
33,531
135%
(0%)
Consumer
(1)
14,650
40%
3,314
13%
342%
Lease expenses
(2)
(3,238)
(9%)
(2,906)
(11%)
11%
Group costs
(7,844)
(21%)
(9,109)
(37%)
(14%)
Group Adjusted EBITDA (non-GAAP)
(3)
36,936
100%
24,830
100%
49%
(1) Segment Adjusted EBITDA for Merchant includes retrenchments costs of $0.3 million and Consumer includes retrenchment
costs of $0.2 million for fiscal 2024.
(2) Lease expenses
which were previously
excluded from the
calculation of Group
Adjusted EBITDA have
now been included
in the calculation. This change is
in response to comments received from
the staff of the SEC in
March 2024 regarding our non-GAAP
financial reporting. Comparative information has been adjusted to conform
with the updated presentation.
(3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below
at “—Results of Operations—Use of Non-
GAAP Measures”.
43
Table 7
In South African Rand
Year
ended June 30,
2024
% of
2023
% of
%
Operating Segment
ZAR ’000
total
ZAR ’000
total
change
Consolidated revenue:
Merchant
9,320,468
89%
8,318,796
88%
12%
Consumer
1,294,632
12%
1,126,650
12%
15%
Subtotal: Operating segments
10,615,100
101%
9,445,446
100%
12%
Not allocated to operating segments
-
-
26,354
-
nm
Corporate/Eliminations
(61,867)
(1%)
-
-
nm
Total
consolidated revenue
10,553,233
100%
9,471,800
100%
11%
Group Adjusted EBITDA:
Merchant
(1)
624,111
90%
601,546
135%
4%
Consumer
(1)
274,190
40%
59,453
13%
361%
Lease expenses
(2)
(60,543)
(9%)
(52,134)
(11%)
16%
Group costs
(146,815)
(21%)
(163,415)
(37%)
(10%)
Group Adjusted EBITDA (non-GAAP)
(3)
690,943
100%
445,450
100%
55%
(1)
Segment
Adjusted
EBITDA
for
Merchant
includes
retrenchments
costs
of
ZAR
4.9
million
and
Consumer
includes
retrenchment costs of ZAR 3.5 million for fiscal 2024.
(2) Lease expenses
which were previously
excluded from the
calculation of Group
Adjusted EBITDA have
now been included
in the calculation. This change is
in response to comments received from
the staff of the SEC in
March 2024 regarding our non-GAAP
financial reporting. Comparative information has been adjusted to conform
with the updated presentation.
(3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Merchant
Segment revenue increased due to the increase in prepaid airtime vouchers
sold and other value-added services provided, which
was partially offset
by a lower
number of
hardware sales in
our POS hardware
distribution business
given the
lumpy nature of
bulk
sales as
well as
lower revenue
generated
from a
decrease
in certain
valued-added
services transaction
volumes processed
(such
as
international money transfers). In ZAR, the increase in Segment Adjusted EBITDA
is primarily due to the higher sales activity, which
was partially offset by lower hardware sales
Prepaid airtime sales
In South Africa and other countries, mobile network operators (“MNOs”) offer prepaid or contract (or postpaid) services to their
customers to telephony
services using a
mobile telephony network
or networks. MNOs
also offer similar
products (prepaid or
postpaid)
for mobile data
which uses other
wireless network protocols
such as wireless
fidelity (“wifi”).
We
use the term
“prepaid airtime”
to
include both of these prepaid products.
Generally speaking, the difference between the two
models is that prepaid is
paid for upfront by the
customer and contract is paid
in arrears. MNOs sell prepaid products directly to their customers and also indirectly
to their customers through distribution channels
(which include wholesalers, retailers and other parties, including ourselves).
We sell
a variety of products through our
distribution channels, including prepaid airtime,
prepaid electricity,
gaming vouchers.
We refer to these
products collectively as VAS.
In order to “load” airtime onto
a mobile device an MNOs customer
requires a prepaid airtime voucher. A unique code is
assigned
to each prepaid
airtime voucher and
is required to
activate the prepaid
airtime on a
mobile device. Like
certain tangible goods,
once
sold, our
customers cannot
return prepaid
airtime vouchers
to us (except
of course
if there is
a defect
in the
service provided
by us,
which rarely occurs).
We
can either
purchase an
agreed quantity
of prepaid
airtime vouchers
upfront directly
from
wholesalers or
other parties
(so
called “Pinned airtime” - these electronic vouchers are stored
on a server owned and maintained by us and we treat
these vouchers as
inventory)
or
we
can
“interface”
directly
into
a
wholesaler
and
deliver
the
airtime
voucher
directly
to
our
customers
(typically
merchants) as the airtime is sold by the merchant to MNOs customers (so called Pinless airtime).
44
Our Segment
Adjusted EBITDA
(loss) margin
(calculated as
Segment Adjusted
EBITDA (loss)
divided by
revenue) in
fiscal
2024 and 2023 was 6.7% and 7.2%, respectively.
Consumer
Segment revenue increased
primarily due to
more transaction fees
generated from the
higher EPE account
holders base, higher
insurance revenues, and an increase
in lending revenue as
a result of an
increase in loan originations.
This increase in revenue,
together
with the cost reduction
initiatives initiated in fiscal
2022 and through
fiscal 2023, have
translated into a turnaround
in the Consumer
Division and
the realization
of sustained
positive Segment
Adjusted EBITDA
in fiscal
2024 compared
with fiscal
- Consumer
Segment Adjusted
EBITDA during
fiscal 2024
was also
impacted by
higher credit
losses (as
a result
of an increase
in originations)
and higher insurance-related claims (as a result of a higher number of
insurance policies) compared with fiscal 2023.
Our Segment Adjusted EBITDA margin in fiscal 2024
and 2023
was 21.2% and 5.3%, respectively.
Group costs
Our group
costs primarily
include employee
related costs
in relation
to employees
specifically hired
for group
roles and
costs
related
directly
to
managing
the
US-listed
entity;
expenditures
related
to
compliance
with
the
Sarbanes-Oxley
Act
of
2002;
non-
employee directors’ fees; legal fees; group and US-listed related audit
fees; and directors’ and officers’ insurance premiums.
Our group costs for
fiscal 2024 decreased compared
with the prior period
due to lower external
audit, legal and consulting
fees
and lower provision for executive bonuses, which was partially offset
by higher employee costs and travel expenses.
Fiscal 2023 Compared to Fiscal 2022
The following factors had
a significant influence on
our results of
operations during fiscal
2023 as compared with
the same period
in the prior year:
●
Higher revenue:
Our revenues
increased by
180.0% in
ZAR, primarily
due to
the contribution
from Connect
in Merchant
and an increase in account fees and insurance revenues in Consumer;
●
Lower operating
losses:
Operating
losses decreased,
delivering
an improvement
of 55%
in ZAR
compared
with the
prior
period
primarily
due
to
the
contribution
from
Connect,
strong
hardware
sales,
and
the
implementation
of
various
cost
reduction
initiatives
in
Consumer,
which
was
partially
offset
by
an
increase
in
acquisition
related
intangible
asset
amortization;
●
Higher
net
interest
charge:
The
net
interest
charge
increased
to
ZAR
299.9
million
from
ZAR
56.9
million
due
to
the
additional borrowings
incurred in
order to
fund the
acquisition of
Connect as
well as
the debt
acquired within
the Connect
business itself;
●
Significant transaction costs:
We expensed $6.0 million of transaction
costs related to
the Connect acquisition in
fiscal 2022;
and
●
Foreign exchange movements:
The U.S. dollar was 18.0% stronger against the ZAR
during fiscal 2023, which impacted our
reported results.
45
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,
2023
2022
$ %
$ ’000
$ ’000
change
Revenue
527,971
222,609
137%
Cost of goods sold, IT processing, servicing and support
417,544
168,317
148%
Selling, general and administration
95,050
74,993
27%
Depreciation and amortization
23,685
7,575
213%
Impairment loss
7,039
-
nm
Reorganization costs
-
5,894
nm
Transaction costs related to Connect acquisition
-
6,025
nm
Operating loss
(15,347)
(40,195)
(62%)
Gain related to fair value adjustment to currency options
-
3,691
nm
Loss on disposal of equity-accounted investment
205
376
(45%)
Gain on disposal of equity securities
-
720
nm
Interest income
1,853
2,089
(11%)
Interest expense
18,567
5,829
219%
Loss before income tax (benefit) expense
(32,266)
(39,900)
(19%)
Income tax (benefit) expense
(2,309)
327
nm
Net loss before loss from equity-accounted investments
(29,957)
(40,227)
(26%)
Loss from equity-accounted investments
(5,117)
(3,649)
40%
Net loss attributable to us
(35,074)
(43,876)
(20%)
Table 9
In South African Rand
(US GAAP)
Year
ended June 30,
2023
2022
ZAR %
ZAR ’000
ZAR ’000
change
Revenue
9,471,800
3,383,166
180%
Cost of goods sold, IT processing, servicing and support
7,490,739
2,558,047
193%
Selling, general and administration
1,705,196
1,139,728
50%
Depreciation and amortization
424,909
115,123
269%
Impairment loss
126,280
-
nm
Reorganization costs
-
89,576
nm
Transaction costs related to Connect acquisition
-
91,567
nm
Operating loss
(275,324)
(610,875)
(55%)
Gain related to fair value adjustment to currency options
-
56,095
nm
Loss on disposal of equity-accounted investment
3,678
5,714
(36%)
Gain on disposal of equity securities
-
10,942
nm
Interest income
33,243
31,748
5%
Interest expense
333,092
88,587
276%
Loss before income tax (benefit) expense
(578,851)
(606,391)
(5%)
Income tax (benefit) expense
(41,423)
4,970
nm
Net loss before loss from equity-accounted investments
(537,428)
(611,361)
(12%)
Loss from equity-accounted investments
(91,799)
(55,457)
66%
Net loss attributable to us
(629,227)
(666,818)
(6%)
Revenue increased by $305.4 million (ZAR 6.1 billion), or 137.2% (in ZAR, 180.0%), primarily due to the inclusion of Connect
for
the entire
fiscal year,
which has
substantial low
margin
prepaid
airtime sales
in addition
to its
core processing
revenue and
an
increase in account fees and insurance revenues.
46
Cost of
goods sold,
IT processing,
servicing and
support increased
by $249.2
million (ZAR
4.9 billion),
or 148.1%
(in ZAR,
192.8%), primarily due to the inclusion of Connect,
which were partially offset by the benefits of
various cost reduction initiatives in
Consumer and lower insurance-related claims.
Selling, general and administration expenses increased by $20.1 million (ZAR 0.6 billion), or 26.7% (in ZAR, 49.6%), primarily
due
to
higher
employee-related
expenses
related
to
the
expansion
of
our
senior
management
team,
the
year-over-year
impact
of
inflationary
increases
on
employee-related
expenses
and
the
inclusion
of
expenses
related
to
Connect’s
operations,
which
were
partially offset by the benefits of various cost reduction initiatives in Consumer.
Depreciation and
amortization expense
increased by
$16.1 million
(ZAR 309.8
million), or
212.7% (in
ZAR, 269.1%),
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.
During fiscal 2023, we
recorded an impairment loss
of $7.0 million related
to the impairment of
our hardware/ software supply
business
unit’s
allocated
goodwill.
Refer
to
Note
10
of
our
audited
consolidated
financial
statements
for
additional
information
regarding these impairment losses.
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 in
fiscal 2022
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
2023
and 2022
was
(2.9%) and
(18.1%), respectively.
We
discuss the
components of operating
loss margin under “—Results of operations by operating
segment.”
We
did
not
record
any
changes
in
the
fair
value
of
equity
interests
in
MobiKwik
and
Cell
C
during
fiscal
2023
and
2022,
respectively.
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.
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
net
loss
of
$0.2
million
comprising
a
loss
of
$0.4
million
related
to
the
disposal
of
a
minor
portion
of
our
investment in Finbond and a $0.25 million gain related to
the disposal of our entire interest in Carbon
during fiscal 2023. 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 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.
Interest on surplus cash decreased to $1.9 million (ZAR
33.2 million) from $2.1 million (ZAR 31.7 million), primarily
due to the
inclusion of Connect, which was partially offset by lower overall surplus
cash balances following the acquisition of Connect.
Interest expense increased
to $18.6 million
(ZAR 333.1 million)
from $5.8 million
(ZAR 88.6 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,
which was also coupled with an increase in base interest rates.
Fiscal 2023
tax benefit was $(2.3) million (ZAR (41.4) million) compared
to a tax expense of $0.3 million (ZAR 5.0 million) in
fiscal 2022. Our effective tax rate for fiscal 2023 was impacted by a reduction in
the enacted South African corporate income tax rate
from
28%
to
27%
from
January
2023
(but
backdated
to
July
1,
2022),
the
tax
expense
recorded
by
our
profitable
South
African
operations, a deferred
tax benefit related to
acquisition-related intangible asset
amortization, non-deductible
expenses, a deferred tax
benefit related
to an
expense paid
by Connect
before we
acquired the
business and
which subsequently
has been
determined to
be
deductible
for
tax
purposes,
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.
47
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.
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.
We
recorded
impairment
losses related
to
our investment
in Finbond
in fiscal
2023
following
on-going
losses reported
by Finbond
and its
lower listed
share price.
Refer to
Note 9
to our
consolidated
financial statements
for additional
information regarding the impairments.
The table below presents the relative loss from our equity accounted investments:
Table 10
Year
ended June 30,
2023
2022
$ ’000
$ ’000
$ % change
Finbond
(5,206)
(3,665)
42%
Share of net (loss) income
(4,096)
(3,665)
12%
Impairment
(1,110)
-
nm
Other
89
16
456%
Share of net loss
89
16
456%
Total
loss from equity-accounted investments
(5,117)
(3,649)
40%
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 11
In U.S. Dollars
Year
ended June 30,
2023
% of
2022
% of
%
Operating Segment
$ ’000
total
$ ’000
total
change
Consolidated revenue:
Merchant
463,701
88%
156,689
70%
196%
Consumer
62,801
12%
65,932
30%
(5%)
Subtotal: Operating segments
526,502
100%
222,621
100%
137%
Not allocated to operating segments
1,469
-
-
-
nm
Corporate/Eliminations
-
-
(12)
-
nm
Total
consolidated revenue
527,971
100%
222,609
100%
137%
Group Adjusted EBITDA:
Merchant
33,531
135%
12,646
(59%)
165%
Consumer
(1)
3,314
13%
(21,674)
100%
nm
Lease expenses
(2)
(2,906)
(11%)
(3,955)
19%
(27%)
Group costs
(9,109)
(37%)
(8,587)
40%
6%
Group Adjusted EBITDA (non-GAAP)
(3)
24,830
100%
(21,570)
100%
nm
(1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes reorganization
cost of $5.9 million.
(2) Lease expenses which were previously excluded from the calculation of
Group Adjusted EBITDA have now been included in the
calculation. This change is in response to comments received from the staff
of the SEC in March 2024 regarding our non-GAAP
financial reporting. Comparative information has been adjusted to conform
with the updated presentation.
(3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation
below at “—Results of Operations—Use of Non-
GAAP Measures”.
48
Table 12
In South African Rand
Year
ended June 30,
2023
% of
2022
% of
%
Operating Segment
ZAR ’000
total
ZAR ’000
total
change
Consolidated revenue:
Merchant
8,318,796
88%
2,381,323
70%
249%
Consumer
1,126,650
12%
1,002,021
30%
12%
Subtotal: Operating segments
9,445,446
100%
3,383,344
100%
179%
Not allocated to operating segments
26,354
-
-
-
nm
Corporate/Eliminations
-
-
(178)
-
nm
Total
consolidated revenue
9,471,800
100%
3,383,166
100%
180%
Group Adjusted EBITDA:
Merchant
601,546
135%
192,197
(59%)
213%
Consumer
(1)
59,453
13%
(329,403)
100%
nm
Lease expenses
(2)
(52,134)
(11%)
(60,107)
19%
(13%)
Group costs
(163,415)
(37%)
(130,503)
40%
25%
Group Adjusted EBITDA (non-GAAP)
(3)
445,450
100%
(327,816)
100%
nm
(1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes
reorganization cost of ZAR 89.6 million.
(2) Lease expenses
which were previously
excluded from the
calculation of Group
Adjusted EBITDA have
now been included
in the calculation. This change is
in response to comments received from
the staff of the SEC in
March 2024 regarding our non-GAAP
financial reporting. Comparative information has been adjusted to conform
with the updated presentation.
(3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Merchant
Segment
revenue
increased
due
to
the
contribution
from
Connect
for
the
full fiscal
year
compared
with
only
two
and a
half
months in fiscal
- This increase
was partially offset
by lower hardware
sales revenue given
the lumpy nature
of bulk sales.
The
increase in
Segment Adjusted
EBITDA is
also due
to the inclusion
of Connect,
which was partially
offset by
lower hardware
sales.
Connect records a significant proportion of its airtime sales in revenue and cost of sales, while only earning a relatively small margin.
This significantly depresses the Segment Adjusted EBITDA margins
shown by the business.
Our Segment
Adjusted EBITDA
(loss) margin
(calculated as
Segment Adjusted
EBITDA (loss)
divided by
revenue) in
fiscal
2023
and 2022 was 7.2% and 8.1%, respectively.
Consumer
Segment revenue increased primarily due to higher insurance revenues and higher account holder fees, though this was partially
offset by
lower ATM
transaction 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 Segment
Adjusted EBITDA loss. The
cost reduction initiatives
we initiated in
fiscal
2022 delivered
a significant
reduction in
Consumer’s operating
expenses which
resulted in
a significantly
lower Segment
Adjusted
EBITDA
loss
compared
with
fiscal
2022.
Specifically,
expenses
associated
with
operating
a
mobile
distribution
network
were
discontinued
in
early
fiscal
2022,
and
we
have
streamlined
our
fixed
distribution
network
through
reductions
in
certain
expenses
including
employee-related
costs,
security,
guarding
and
premises costs.
In
June
2022
we
recalibrated
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.
Our Segment
Adjusted EBITDA loss
margin in
fiscal 2023
and 2022
was 5.3% and
(32.9%), respectively.
After adjusting for
the
reorganization
charge
our fiscal
2022
Segment
Adjusted
EBITDA
loss margin
was
(23.9%).
Segment
Adjusted
EBITDA
loss
margin before the reorganization charge is a non-GAAP measure. We believe that the presentation of our Segment Adjusted EBITDA
loss margin
before the
reorganization
charge
is useful
to investors
to understand
the improvement
in the
operating performance
in
Consumer, before the reorganization
charge, in fiscal 2023 compared with fiscal 2022.
Group costs
Our
group
costs
for
fiscal
2023
increased
compared
with
the
prior
period
due
to
higher
employee
costs
and
an
increase
in
directors’ and officers’ insurance premiums.
49
Use of Non-GAAP Measures
U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
non-GAAP
measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA
is
a
non-GAAP
measure.
We
provide
this
non-GAAP
measure
to
enhance
our
evaluation
and
understanding
of
our
financial
performance
and
trends.
We
believe
that
this
measure
is
helpful
to
users
of
our
financial
information
understand
key
operating
performance and
trends in our
business because
it excludes certain
non-cash expenses
(including depreciation
and amortization
and
stock-based compensation charges) and income
and expenses that we consider once-off in nature.
Non-GAAP Measures
Group
Adjusted
EBITDA
is
earnings
before
interest,
tax,
depreciation
and
amortization
(“EBITDA”),
adjusted
for
non-
operational transactions (including loss on disposal
of equity-accounted investments, gain related to
fair value adjustments to currency
options), (earnings)
loss from
equity-accounted investments,
stock-based compensation
charges and
once-off
items. Once-off
items
represents non-recurring income and
expense items, including
costs related to
acquisitions and transactions consummated
or ultimately
not pursued.
Lease expenses
which were
previously excluded
from the
calculation of
Group Adjusted
EBITDA have
now been
included in
the calculation. This
change is in response
to comments received from
the staff of the
SEC in March 2024
regarding our non-GAAP
financial reporting. Comparative information has been adjusted to conform
with the updated presentation.
The table below presents the reconciliation between GAAP net loss attributable
to Lesaka to Group Adjusted EBITDA:
Table 13
Years
ended June 30,
2024
2023
2022
$ ’000
$ ’000
$ ’000
Loss attributable to Lesaka - GAAP
(17,440)
(35,074)
(43,876)
Loss from equity accounted investments
1,279
5,117
3,649
Net loss before loss from equity-accounted investments
(16,161)
(29,957)
(40,227)
Income tax expense (benefit)
3,363
(2,309)
327
Loss before income tax expense
(12,798)
(32,266)
(39,900)
Interest expense
18,932
18,567
5,829
Interest income
(2,294)
(1,853)
(2,089)
Reversal of allowance for doubtful EMI loan receivable
(250)
-
-
Gain on disposal of equity securities
-
-
(720)
Net loss on disposal of equity-accounted investment
-
205
376
Gain related to fair value adjustment to currency options
-
-
(3,691)
Operating loss
3,590
(15,347)
(40,195)
Impairment loss
-
7,039
-
PPA amortization
(amortization of acquired intangible assets)
14,419
15,149
3,826
Depreciation
9,246
8,536
3,749
Stock-based compensation charges
7,911
7,309
2,962
Once-off items
(1)
1,853
1,922
8,088
Unrealized Loss FV for currency adjustments
(83)
222
-
Group Adjusted EBITDA - Non-GAAP
(A)
36,936
24,830
(21,570)
(A) As noted in
footnote (3) to table
11 and 12,
Lease expenses which
were previously excluded
from the calculation of
Group
Adjusted EBITDA have now been included in the calculation.
(1) The table below presents the components of once-off
items for the periods presented:
50
Table 14
Years
ended June 30,
2024
2023
2022
$ ’000
$ ’000
$ ’000
Transaction costs related to Adumo transaction
2,293
-
-
Transaction costs
512
850
6,460
(Income recognized) Expenses incurred related to closure of legacy
businesses
(952)
639
-
Non-recurring revenue not allocated to segments
-
(1,469)
-
Employee misappropriation of company funds
-
1,202
-
Indirect taxes provision
-
438
-
Separation of employee expense
-
262
-
Legacy processing adjustments
-
-
1,628
Total once-off
items
1,853
1,922
8,088
Once-off items are non-recurring in nature, however, certain
items may be reported in
multiple quarters. For instance, transaction
costs include costs incurred related to acquisitions and
transactions consummated or ultimately not pursued. The transactions can span
multiple
quarters,
for
instance
in
fiscal
2024
we
incurred
significant
transaction
costs
related
to
the
acquisition
of
Adumo
over
a
number of quarters, and the transactions are generally non-recurring.
(Income
recognized)
Expenses
incurred
related
to
closure
of
legacy
businesses
represents
(i)
gains
recognized
related
to
the
release of
the foreign
currency translation
reserve on
deconsolidation
of a
subsidiary
and (ii)
costs incurred
related
to subsidiaries
which we are
in the process of
deregistering/ liquidation and
therefore we consider
these costs non-operational
and ad hoc in
nature.
Non-recurring revenue
not allocated
to segments
includes once
off revenue
recognized that
we believe
does not
relate to
either our
Merchant
or
Consumer
divisions.
Employee
misappropriation
of
company
funds
represents
a
once-off
loss
incurred.
Indirect
tax
provision includes non-recurring indirect taxes which have been provided related to prior periods following an on-going investigation
from a tax authority. We
incurred separation costs related to the termination of certain senior-level employees, including an executive
officer and
senior managers,
during the
fiscal year
and we consider
these specific
terminations to
be of
a non-recurring
nature. The
legacy processing
adjustments represents
amounts we
identified during
fiscal 2022
related to
prior periods
that are
payable to
third
parties.
Liquidity and Capital Resources
At June 30,
2024, our unrestricted
cash and cash
equivalents were $59.1
million and comprised
of ZAR-denominated
balances
of
ZAR
961.6
million
($52.9
million),
U.S.
dollar-denominated
balances
of
$4.5
million,
and
other
currency
deposits,
primarily
Botswana pula, of
$1.7 million, all
amounts translated at
exchange rates applicable as
of June 30,
- The increase in
our unrestricted
cash balances from June 30, 2023, was primarily due to a positive contribution from our Merchant
and Consumer operations, the sale
of
certain
Cell
C
prepaid
inventory
held,
higher
year
end
clearing
accounts
and
vendor
wallet
balances,
and
utilization
of
our
borrowings facilities
to fund
certain components
of our
operations, which
was partially
offset by
the utilization
of cash
reserves to
fund certain scheduled and
other repayments of our borrowings,
pay transaction related expenses,
purchase ATMs
and vaults, and to
make an investment in working capital.
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, 2024,
for additional
information related to our borrowings.
51
Available short-term
borrowings
Summarized below are our short-term facilities available and utilized as of
June 30, 2024:
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
-
-
-
-
11,276
205,014
-
-
Overdraft restricted as to
use
(1)
49,503
899,996
-
-
-
-
-
-
Total overdraft
49,503
899,996
-
-
11,276
205,014
-
-
Indirect and derivative
facilities
(2)
-
-
7,425
134,991
-
-
8,611
156,553
Total
short-term facilities
available
49,503
899,996
7,425
134,991
11,276
205,014
8,611
156,553
Utilized short-term
facilities:
Overdraft
-
-
-
-
9,351
170,011
-
-
Overdraft restricted as to
use
(1)
6,737
122,480
-
-
-
-
-
-
Indirect and derivative
facilities
(2)
-
-
1,821
33,106
-
-
116
2,105
Total
short-term facilities
available
6,737
122,480
1,821
33,106
9,351
170,011
116
2,105
Interest rate, based on South
African prime rate
11.75%
11.65%
(1) Overdraft may only be used to fund ATMs
and upon utilization is considered restricted cash.
(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward
exchange contracts to support
guarantees issued by RMB and Nedbank to various third parties on our behalf.
Long-term borrowings
We have aggregate long-term
borrowings
outstanding of ZAR 2.6 billion ($143.2 million translated at exchange rates as of June
30, 2024) as
described in Note
- These borrowings
include outstanding
long-term borrowings
obtained by Lesaka
SA of ZAR
1.0
billion,
including
accrued
interest,
which
was
used
to
partially
fund
the
acquisition
of
Connect.
The
Lesaka
SA
borrowing
arrangements
were amended
in March
2023 to
include
a ZAR
200
million
revolving
credit facility.
We
used this
revolving
credit
facility
during
the
year
ended
June
30,
2024,
and
ZAR
70.0
million
was
drawn
as
of
June
30,
2024,
with
the
remaining
balance
available for utilization in the future. In contemplation of
the Connect transaction, Connect obtained total facilities of ZAR
1.3 billion,
which were
utilized to
repay its existing
borrowings, to
fund a
portion of
its capital
expenditures and
to settle
obligations under
the
transaction documents,
and which has
subsequently been
upsized for its
operational requirements
and has an
outstanding balance
as
of June 30, 2024, of ZAR 1.2
billion, We also have a revolving credit facility, of ZAR 300.0 million which is utilized to fund a
portion
of our merchant finance loans receivable book.
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,
2024, includes
restricted cash
of approximately
$6.7
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, 2024, includes restricted cash of approximately
$0.1 million that has been ceded and pledged.
52
Cash flows from operating activities
Net cash
provided by
operating activities
during fiscal
2024
was $28.8
million (ZAR
537.9 million)
compared to
$0.4 million
(ZAR 7.4 million) during fiscal
- Excluding the impact of
income taxes, our cash
provided by operating activities during
the fiscal
2024 was positively impacted by the contribution from Merchant and
Consumer, the sale of Cell C inventory and temporary
working
capital movements within
our merchant business
as a result
of quarter-end
transaction processing activities
closing on a
Sunday and
which were settled in the following week, which was partially offset
by growth in our consumer finance loans receivable book.
Net cash provided
by operating activities
during fiscal
2023 was $0.4
million (ZAR 7.4
million) compared
to net cash
utilized
by
operating
activities
of
$37.2
million
(ZAR
565.3
million)
during
fiscal
2022.
Excluding
the
impact
of
income
taxes,
our
cash
provided by operating activities
during fiscal 2023 was
impacted by the positive
contribution from Connect and
certain business within
our consumer
business, which was
partially offset
by growth
in our consumer
and merchant finance
loans receivable
books. During
fiscal 2023, we
observed fluctuations in
our working capital, primarily
within our merchant business,
as a result of
monthly changes
in our inventory and prepayment
account balances as a result of
payments made to secure prepaid
airtime inventory.
Certain of these
purchases were funded from our borrowing arrangements and the impact
of the funding is included in financing activities.
During fiscal 2024,
we paid our
first provisional South
African tax payments
of $2.7 million
(ZAR 49.5 million)
related to our
2024
tax year. During fiscal 2024, we
also made our second
provisional South African tax
payments
of $2.9 million (ZAR
52.7 million
related to our 2024
tax year and received
tax refunds of $0.04
million (ZAR 0.8 million).
We
also paid taxes totaling
$0.4 million in
other tax jurisdictions, primarily in the Botswana.
During fiscal 2023,
we paid our
first provisional South
African tax payments
of $3.0 million
(ZAR 50.8 million)
related to our
2023 tax year. During fiscal 2023,
we also made
our second provisional South
African tax payments of
$4.1 million (ZAR 76.1
million
related to our
2023 tax year
and received
tax refunds of
$0.2 million (ZAR
3.8 million).
We
also paid taxes
totaling $0.4
million in
other tax jurisdictions, primarily in the Botswana.
During fiscal 2022,
we made 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 2022 tax year and made an additional tax payment of $0.001 million (ZAR
0.02 million) related to our 2021 tax year.
Taxes paid during
fiscal 2024, 2023 and 2022 were as follows:
Table 16
Year
ended June 30,
2024
2023
2022
2024
2023
2022
$
$
$
ZAR
ZAR
ZAR
‘000
‘000
‘000
‘000
‘000
‘000
First provisional payments
2,663
2,955
585
49,534
50,798
9,142
Second provisional payments
2,861
4,079
691
52,721
76,089
10,929
Taxation paid related
to prior years
641
15
1
12,187
273
19
Tax refund received
(38)
(210)
(300)
(768)
(3,756)
(4,542)
Total South African
taxes paid
6,127
6,839
977
113,674
123,404
15,548
Foreign taxes paid
379
361
161
7,063
6,482
2,482
Total
tax paid
6,506
7,200
1,138
120,737
129,886
18,030
We expect to make additional provisional
income tax payments in South Africa related to our 2024 tax year in the first quarter of
fiscal 2025, however, the amount was not quantifiable
as of the date of the filing of this Annual Report.
Cash flows from investing activities
Cash used
in investing
activities for
fiscal 2024
included capital
expenditures of
$12.7 million
(ZAR 236.6
million), primarily
due
to
the
acquisition
of
vaults
and
POS
devices.
During
fiscal
2024,
we
received
proceeds
of
$3.5
million
related
to
the
sale of
remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the
disposal of our entire equity interest
in Carbon.
Cash used
in investing
activities for
fiscal 2023
included capital
expenditures of
$16.2 million
(ZAR 289.8
million), primarily
due to the
acquisition of ATMs
.
During fiscal 2023,
we received proceeds
of $0.25 million
related to the
first tranche (of
two) from
the disposal of our entire equity interest in Carbon and $0.4 million related to
the sale of minor positions in Finbond.
53
During fiscal
2022, we
paid approximately
$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.
Cash flows from financing activities
During fiscal 2024, we utilized approximately $183.0
million from our South African overdraft facilities to fund
our ATMs
and
repaid $199.6 million of these facilities. We utilized approximately
$23.7 million of our long-term borrowings to fund the acquisition
of certain
capital expenditures
and for
working capital
requirements.
We
repaid approximately
$20.1 million
of these
long-term in
accordance with our repayment schedule as
well as to settle
a portion of our revolving credit
facility utilized. We received $0.1
million
from the exercise of stock options. We also paid $1.5 million to repurchase shares from employees in order for the
employees to settle
taxes due related to the vesting of shares of restricted stock.
During fiscal 2023, we utilized approximately $520.1 million
from our South African overdraft facilities to fund our ATMs
and
our cash management business through Connect and
repaid $547.3 million of these facilities.
We utilized approximately $24.4 million
of our long-term
borrowings to settle approximately
$10.5 million of our
revolving credit facilities, fund
our merchant finance
loans
receivable business, and to fund the acquisition of certain capital expenditures.
We repaid approximately
$17.5 million of these long-
term, including approximately $10.5 million to settle our
revolving credit balance in full. We
received $0.5 million from the exercise
of stock options. We also paid $1.3 million to repurchase shares from employees in order for the employees to settle taxes due related
to the vesting of shares of restricted stock and to settle the strike price due and taxes
due related to the exercise of stock options.
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.
Contractual Obligations
The following table sets forth our contractual obligations as of June 30, 2024:
Table 17
Payments due by Period, as of June 30, 2024 (in $ ’000s)
Total
Less than 1
year
2-3 years
3-5 years
Thereafter
Short-term credit facilities
(A)
16,088
16,088
-
-
-
Long-term borrowings
Principal repayments
(A)(B)
143,186
3,878
83,404
55,904
-
Interest payments
(A)(B)
34,010
10,136
18,291
5,583
-
Operating lease liabilities, including imputed interest
(C)
8,831
3,143
4,306
1,382
-
Purchase obligations
2,478
2,478
-
-
-
Capital commitments
329
329
-
-
-
Other long-term obligations reflected on our balance
sheet
(D)(E)
2,595
-
-
-
2,595
Total
207,517
36,052
106,001
62,869
2,595
(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, 2024.
Interest payments based on
applicable interest rates as of
June 30, 2024, and expected
outstanding long-term borrowings over
the period. All amounts converted from ZAR to USD using the June 30, 2024,
USD/ ZAR exchange rate.
(C) – Refer to Note 8 to our audited consolidated financial statements.
(D) – Includes policyholder liabilities of $2.6 million related to
our insurance business. All amounts are translated at exchange
rates applicable as of June 30, 2024.
(E) –
We
have excluded
cross-guarantees in
the aggregate
amount of
$0.1 million
issued as
of June
30, 2024,
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.
54
Off-Balance Sheet Arrangements
We have no off
-balance sheet arrangements.
Capital Expenditures
Capital expenditures for the years ended June 30, 2024, 2023 and 2022
were as follows:
Table 18
2024
2023
2022
2024
2023
2022
$
$
$
ZAR
ZAR
ZAR
‘000
‘000
‘000
‘000
‘000
‘000
Consumer
1,317
3,170
1,712
24,607
56,870
26,019
Merchant
11,348
12,986
2,846
212,030
232,969
43,253
Total
12,665
16,156
4,558
236,637
289,839
69,272
Our capital expenditures
for fiscal 2024,
2023 and 2022, 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,
2024,
of $0.3
million.
We
expect
to fund
these expenditures
through
internally-generated
funds.
In
addition
to
these
capital
expenditures,
we
expect
that
capital
spending
for
fiscal
2025
will
include acquisition
of POS devices,
safe assets, vehicles,
computer and office
equipment, as well
as for our
ATM
infrastructure and
branch
network
in
South
Africa.
These
assets
will
be
funded
through
the
use
of
internally-generated
funds
and
our
asset-backed
borrowing arrangement.
55
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 vaults, 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,
2024 and 2023.
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
have been trending
upwards in recent
quarters but have,
as of the
date of this
Annual Report, stabilized and
are expected to
remain at current
levels, or perhaps
even decline moderately
towards
the last quarter of calendar 2024. 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,
2024, 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, 2024. 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,
2024, are shown. The
selected 1% hypothetical change does
not reflect what could be considered
the best-
or worst-case scenarios.
Table 19
As of June 30, 2024
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
19,930
1%
1,599
21,529
(1%)
(1,598)
18,332
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.
56
Consumer microlending credit risk
We are exposed
to credit risk in our Consumer microlending activities, which provides unsecured short-term loans
to qualifying
customers. Credit bureau checks as well as an affordability test are conducted as part of the origination process, both of
which are 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 deteriorate in
the future. A significant
amount of judgment
is required to assess the ultimate recoverability of these
finance loan receivables, including ongoing evaluation of the creditworthiness
of each customer.
Merchant lending
We
maintain an allowance
for doubtful finance
loans receivable related
to its Merchant
services segment with
respect to short-
term loans
to qualifying
merchant customers.
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.
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, 2024, 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.
As of June 30, 2024, we did not own any exchange-traded equity securities.
57
ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY
DATA
Our audited
consolidated financial
statements, together
with the
reports
of our independent
registered public
accounting firms,
appear on pages F-1 through F-76 of this Annual Report.
58
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
Executive Chairman
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 Executive Chairman and
Group Chief
Financial Officer
concluded that
our disclosure
controls and
procedures were
not effective
as of
June 30,
2024, due
to
the material weaknesses in internal control over financial reporting as described
below.
Internal Control over Financial Reporting
Internal control over financial reporting
is a process designed
by, or under the supervision of, our
Executive Chairman 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
Executive
Chairman
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
and as
described
below,
management concluded that our internal control over financial reporting
was not effective as of June 30, 2024.
A material
weakness is
a deficiency,
or a
combination of
deficiencies, in
internal control
over financial
reporting, such
that a
reasonable
possibility
exists that
a
material
misstatement
of
our
annual
or
interim
financial statements
would
not
be
prevented
or
detected on a timely basis.
As
of
June
30,
2024,
we
identified
material
weaknesses
related
to
information
technology
general
controls
(“ITGCs”),
specifically
insufficient
risk
assessment,
design
and
implementation,
monitoring
activities
and
training
of
individuals
to
operate
controls in the
areas of user access
and program-change management
for certain information
technology (“IT”) systems
that support
our financial reporting processes. As a result, the related process-level
IT dependent manual and automated application controls were
deemed ineffective since they could not be relied upon.
Management has also identified material weaknesses
related to insufficient design and implementation of
controls and associated
policies and procedures in
its annual goodwill
impairment assessment, resulting in
a lack of
precision in evaluating certain
assumptions
used and a lack of validation of the completeness and accuracy of data used
in the goodwill impairment model.
59
The material
weaknesses described
above did
not result
in any
misstatements to
our
annual
or interim
consolidated
financial
statements, and
there were
no changes
to previously
reported financial
results. However,
each of
these material
weaknesses, if
not
remedied, present a
reasonable possibility that
a misstatement to
our financial statement
accounts or disclosures
would not be
prevented
or detected on a timely basis.
Lesaka’s independent registered public accounting firm, KPMG,
Inc., who audited the
consolidated financial statements
included
in this Annual
Report, has expressed
an adverse report
on the operating
effectiveness of our
internal control over
financial reporting
as of June 30, 2024, which appears in Part II, Item 8 of this Annual Report.
Remediation of Material Weaknesses
To
address
the
material
weaknesses,
our
management,
with
the
support
of
our
IT
governance
team,
has
commenced
with
remediation of these material
weaknesses including, but not
limited to: (1) developing
and implementing a comprehensive
remediation
plan
that includes
specific actions
aimed
at educating
control owners
about
the operation
and
importance
of ITGCs,
including
the
principles and requirements of each control,
with a focus on
user access and change management
controls over IT systems that
support
financial reporting processes;
(2) enhancing and
maintaining documentation of
ITGCs to ensure
continuity in the
event of employee
or personnel
changes; (3)
implementing improved
risk assessment
procedures and
controls for
IT system
changes to
better identify
financially relevant
applications and
to enhance the
selection, development,
and monitoring of
control activities and
procedures; (4)
collaborating
closely with
internal and
external assurance
partners
to ensure
the robustness
of our
remediation
plan; (5)
creating a
goodwill
impairment
model
reviewer
checklist
that
includes
specific
review
procedures
to
be
performed
by
the
reviewer
of
the
goodwill impairment
model, who
will be required
to complete the
checklist as
evidence of
their review;
and (6) enhanced
quarterly
reporting to the Audit Committee on the remediation measures and effectiveness
of the same.
While we are actively taking steps
to implement our remediation plan, the material weaknesses
will not be deemed resolved until
the enhanced controls operate
for a sufficient period
of time and
management has confirmed
through testing that the
same are operating
effectively.
We
will continue to
monitor the remediation
plan's effectiveness
and adjust
our efforts
as needed. As
we assess and
test
our internal control over financial reporting, we may identify the need for additional
measures or modifications to the plan.
Changes in Internal Control over Financial Reporting
Except as described above,
there were no changes
in our internal control over
financial reporting during the
quarter ended June
30, 2024, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
60
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the shareholders
and Board of Directors of Lesaka Technologies,
Inc.
Opinion on Internal Control Over Financial Reporting
We
have
audited
Lesaka
Technologies,
Inc.
and
subsidiaries’
(the
Company)
internal
control
over
financial
reporting
as
of
June 30, 2024, based
on criteria established
in
Internal Control – Integrated
Framework (2013)
issued by the
Committee of
Sponsoring
Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the
achievement of the objectives
of the control
criteria, the Company has
not maintained effective internal
control over financial reporting
as of
June 30,
2024,
based on
criteria established
in
Internal
Control
– Integrated
Framework (2013)
issued by
the Committee
of
Sponsoring Organizations of the Treadway
Commission.
We
also have
audited, in
accordance with
the standards
of the
Public Company
Accounting Oversight
Board (United
States)
(PCAOB),
the consolidated
balance sheets
of the
Company as
of June
30, 2024,
the related
consolidated
statements of
operations,
comprehensive (loss) income, changes in equity,
and cash flows for the year ended June 30, 2024, and the related
notes (collectively,
the consolidated financial
statements), and
our report
dated September 11,
2024 expressed an
unqualified opinion on
those consolidated
financial statements.
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 the
company’s annual
or interim financial statements will
not be prevented
or
detected
on
a
timely
basis.
Material
weaknesses
related
to
information
technology
general
controls
(“ITGCs”),
specifically
insufficient
risk assessment,
design and
implementation, monitoring
activities and
training of
individuals to
operate controls
in the
areas of
user access
and program-change
management for
certain information
technology (“IT”)
systems that
support the
financial
reporting
processes
and
insufficient
design
and
implementation
of
controls
and
associated
policies
and
procedures
in
the
annual
goodwill
impairment
assessment
have
been
identified
and
included
in
management’s
assessment.
The
material
weaknesses
were
considered in determining
the nature, timing,
and extent of
audit tests
applied in our
audit of
the 2024 consolidated
financial statements,
and this report does not affect our report on those consolidated
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 of internal
control over financial
reporting included
obtaining an understanding
of internal control
over financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing
and
evaluating
the
design
and
operating
effectiveness
of
internal control
based on the
assessed risk. Our
audit also included
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/
KPMG, Inc
KPMG, Inc.
Registered Auditors
Johannesburg, South Africa
September 11, 2024
61
ITEM 9B.
OTHER INFORMATION
Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities
Exchange Act of 1934 (the “Exchange Act”),
may from time to time
enter into plans for the
purchase or sale of our
common stock that are
intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) of the Exchange Act. During the
quarter ended June 30, 2024, no officers or directors, as defined in
Rule
16a-1(f),
adopted
,
modified
,
or
terminated
a
“Rule
10b5-1
trading
arrangement”
or
a
“non-Rule
10b5-1
trading
arrangement,”
as
defined in Item 408 of Regulation S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
62
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
2024 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 2024
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 2024
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 2024
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 2024
annual meeting of shareholders entitled “Audit and Non-Audit Fees.”
63
PART
IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
a)
The following documents are filed as part of this report
- Financial Statements
The following financial statements are included on pages F-1 through F-76.
Report of the Independent Registered Public Accounting Firm
–
KPMG, Inc.
(PCAOB Firm ID
1025
)
F-2
Report of the Independent Registered Public Accounting Firm
–
Deloitte & Touche
(South Africa) (PCAOB
Firm ID 0
1130
)
F-4
Consolidated balance sheets as of June 30, 2024 and 2023
F-5
Consolidated statements of operations for the years ended June 30, 2024,
2023 and 2022
F-6
Consolidated statements of comprehensive (loss) income for the years ended June 30, 2024, 2023 and 2022
F-7
Consolidated statements of changes in equity for the years ended June 30, 2024, 2023 and 2022
F-8
Consolidated statements of cash flows for the years ended June 30, 2024, 2023 and 2022
F-11
Notes to the consolidated financial statements
F-12
- 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
Incorporated by Reference Herein
Exhibit
No.
Description of Exhibit
Included
Herewith
Form
Exhibit
Filing Date
2.1
Sale of Shares Agreement, dated October 31, 2021,
by and among Net1 Applied Technologies South
Africa Proprietary Limited; Net1 UEPS
Technologies, Inc.; Old Mutual Life Assurance
Company (South Africa) Limited; Lirast (Mauritius)
Company Limited; SIG International Investment
(BVI) Limited; Aldgate International Limited; Ivan
Michael Epstein; PFCC (BVI) Limited; PCF
Investments (BVI) Limited; Ovobix (RF) Proprietary
Limited; Luxanio 227 Proprietary Limited; Vista
Capital Investments Proprietary Limited; Vista
Treasury Proprietary Limited; K2021477132 (South
Africa) Proprietary Limited; and Cash Connect
Management Solutions Proprietary Limited.
8-K
10.1
November 2, 2021
2.2
Sale and Purchase Agreement, dated May 7, 2024,
between Lesaka Technologies Proprietary Limited;
Lesaka Technologies, Inc. and the parties listed in
8-K
10.1
May 7, 2024
3.1
Amended and Restated Articles of Incorporation
8-K
3.1
May 17, 2022
3.2
Amended and Restated By-Laws of Lesaka
8-K
3.2
May 17, 2022
4.1
Form of common stock certificate
10-K
4.1
September 9, 2022
4.2
Description of registrant’s securities
X
10.1*
Form of Restricted Stock Agreement
10-Q
10.49
February 7, 2023
10.2*
Form of Stock Option Agreement
10-Q
10.50
February 7, 2023
10.3*
Form of Restricted Stock Agreement (non-employee
10-Q
10.51
February 7, 2023
10.4*
Form of Indemnification Agreement
X
10.5*
Form of non-employee director agreement
10-K
10.5
August 24, 2017
10.6*
Amended and Restated 2022 Stock Incentive Plan of
14A
A
September 30, 2022
64
10.7*
Amendment to the 2022 Amended and Restated
Stock Incentive Plan of Lesaka Technologies, Inc.
14A
B
April 22, 2024
10.8*
Employment Agreement, dated as of December 4,
2023, between Lesaka Technologies, Inc. and Ali
8-K
10.1
December 4, 2023
10.9*
Option Award Agreement between Ali Mazanderani
14A
A
April 22, 2024
10.10*
Contract of Employment, dated as of June 30, 2021,
between Net1 Applied Technologies South Africa
(Pty) Ltd and Christopher Guy Butt Meyer
8-K
10.1
June 30, 2021
10.11*
Restrictive Covenants Agreement, dated as of June
30, 2021, between Net1 Applied Technologies South
Africa (Pty) Ltd and Christopher Guy Butt Meyer
8-K
10.2
June 30, 2021
10.12*
Employment Agreement, dated as of June 30, 2021,
between Net 1 UEPS Technologies, Inc. and
8-K
10.3
June 30, 2021
10.13*
Restrictive Covenants Agreement, dated as of June
30, 2021, between Net 1 UEPS Technologies, Inc.
and Christopher Guy Butt Meyer
8-K
10.4
June 30, 2021
10.14*
Contract of Employment, effective February 5, 2021,
between Net1 Applied Technologies South Africa
Proprietary Limited and Lincoln Mali
8-K
10.1
February 11, 2021
10.15*
Restrictive Covenants Agreement, effective February
5, 2021, between Net1 Applied Technologies South
Africa Proprietary Limited and Lincoln Mali
8-K
10.2
February 11, 2021
10.16*
Contract of Employment, dated as of December 9,
2021, between Net1 Applied Technologies South
Africa (Pty) Ltd and Naeem Kola
8-K
10.1
December 10, 2021
10.17*
Restrictive Covenants Agreement, dated as of
December 9, 2021, between Net1 Applied
Technologies South Africa (Pty) Ltd and Naeem Kola
8-K
10.2
December 10, 2021
10.18*
Employment Agreement, dated as of December 9,
2021, between Net 1 UEPS Technologies, Inc. and
8-K
10.3
December 10, 2021
10.19*
Restrictive Covenants Agreement, dated as of
December 9, 2021, between Net 1 UEPS
Technologies, Inc. and Naeem Kola
8-K
10.4
December 10, 2021
10.20*
Employment Agreement, dated as of February 8,
2023, between Lesaka Technologies, Inc. and Steven
10-Q
10.52
May 9, 2023
10.21*
Restrictive Covenants Agreement, dated as of
February 8, 2023, between Lesaka Technologies, Inc.
10-Q
10.53
May 9, 2023
10.22*
First Amendment to Restrictive Covenant
Agreements, dated as of December 9, 2021
8-K
10.7
December 10, 2021
10.23*
Consulting Agreement, dated August 5, 2020, by and
between the Company and Ali Mazanderani
8-K
10.2
August 5, 2020
10.24
Facility Letter between Nedbank Limited and Net1
Applied Technologies South Africa Limited and
certain of its subsidiaries dated as of December 13,
2013 and First Addendum thereto dated as of
8-K
10.27
December 19, 2013
10.25
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
10.26
Policy Agreement, dated April 11, 2016, among the
8-K
10.32
April 12, 2016
65
10.27
Cooperation Agreement, dated May 13, 2020, by and
between Net 1 UEPS Technologies, Inc. and VCP
8-K
10.1
May 14, 2020
10.28
Amendment No. 1 to Cooperation Agreement, dated
December 9, 2020, by and between Net 1 UEPS
Technologies, Inc. and Value Capital Partners (Pty)
8-K
10.1
December 10, 2020
10.29
Amendment No. 2 to Cooperation Agreement, dated
March 22, 2022, by and between Net 1 UEPS
Technologies, Inc. and Value Capital Partners (Pty)
10-K
10.32
September 9, 2022
10.30
Securities Purchase Agreement, dated March 22,
2022, among Net1 UEPS Technologies, Inc., Net1
Applied Technologies South Africa Proprietary
Limited and Value Capital Partners Proprietary
10-Q
10.58
May 10, 2022
10.31
Amendment No. 1 to Securities Purchase Agreement
dated March 16, 2023, among Lesaka Technologies,
Inc. (formerly Net1 UEPS Technologies, Inc.),
Lesaka Technologies Proprietary Limited (formerly
Net1 Applied Technologies South Africa Proprietary
Limited) and Value Capital Partners Proprietary
8-K
10.3
March 22, 2023
10.32
Senior Facility E Agreement, dated September 26,
2018, among Net1 Applied Technologies South
Africa Proprietary Limited, FirstRand Bank Limited
(acting through its Rand Merchant Bank division), as
lender, and FirstRand Bank Limited (acting through
its Rand Merchant Bank division), as agent
8-K
10.96
October 2, 2018
10.33
Letter of Amendment, dated August 2, 2021, among
Net1 Applied Technologies South Africa Proprietary
Limited and FirstRand Bank Limited (acting through
its Rand Merchant Bank division), as lender, related
to the amendment to the Senior Facility E Agreement
8-K
10.1
August 2, 2021
10.34
Letter of Amendment, dated January 22, 2024, among
Lesaka Proprietary Limited and FirstRand Bank
Limited (acting through its Rand Merchant Bank
division), as lender, related to the amendment to the
8-K
10.1
January 23, 2024
10.35
Fifth Amendment and Restatement Agreement, dated
March 16, 2023, between Lesaka Technologies
Proprietary Limited (as borrower), and FirstRand
Bank Limited (acting through its Rand Merchant
Bank division) (as lender), and FirstRand Bank
Limited (acting through its Rand Merchant Bank
8-K
10.1
March 22, 2023
10.36
Amendment and Restatement Agreement, dated
November 24, 2023, between Lesaka Technologies
Proprietary Limited (as borrower), and FirstRand
Bank Limited (acting through its Rand Merchant
Bank division) (as lender), and FirstRand Bank
Limited (acting through its Rand Merchant Bank
8-K
10.1
December 1, 2023
10.37
First Amendment and Restatement Agreement, dated
March 22, 2023, between Cash Connect Management
Solutions Proprietary Limited (as borrower), arranged
by FirstRand Bank Limited (acting through its Rand
Merchant Bank division) (as mandated lead arranger),
and FirstRand Bank Limited (acting through its Rand
Merchant Bank division) (as facility agent)
8-K
10.2
March 22, 2023
66
10.38
Revolving Credit Facility Agreement, dated
November 29, 2022, between Cash Connect Capital
Proprietary Limited, the Parties Listed in Part I of
Schedule 1 (the Original Guarantors) and FirstRand
Bank Limited (acting through its Rand Merchant
8-K
10.1
December 5, 2022
14
X
21
X
23.1
Consent of Independent Registered Public
X
23.2
Consent of Independent Registered Public
Accounting Firm - Deloitte & Touche (South Africa)
X
31.1
Certification of Principal Executive Officer pursuant
to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as amended
X
31.2
Certification of Principal Financial Officer pursuant
to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as amended
X
32
Certification pursuant to 18 USC Section 1350
X
97
X
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy
Extension Schema
X
101.CAL
XBRL Taxonomy
Extension Calculation Linkbase
X
101.DEF
XBRL Taxonomy
Extension Definition Linkbase
X
101.LAB
XBRL Taxonomy
Extension Label Linkbase
X
101.PRE
XBRL Taxonomy
Extension Presentation Linkbase
X
104
Cover Page Interactive Data File (formatted as inline
XBRL and continued in Exhibit 101)
X
* Indicates a management contract or compensatory plan or arrangement.
ITEM 16.
FORM 10-K SUMMARY
None.
67
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/ Ali Mazanderani
Ali Mazanderani
Executive Chairman and Director
Date: September 11, 2024
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
Lead Independent Director and Director
September 11, 2024
Kuben Pillay
/s/ Ali Mazanderani
Executive Chairman and Director (Principal Executive
Officer)
September 11, 2024
Ali Mazanderani
/s/ Naeem E. Kola
Group Chief Financial Officer and Director (Principal
Financial and Accounting Officer)
September 11, 2024
Naeem E. Kola
/s/ Antony C. Ball
Director
September 11, 2024
Antony C. Ball
/s/ Nonkululeko N. Gobodo
Director
September 11, 2024
Nonkululeko N. Gobodo
/s/ Javed Hamid
Director
September 11, 2024
Javed Hamid
/s/ Steven J. Heilbron
Director
September 11, 2024
Steven J. Heilbron
/s/ Lincoln C. Mali
Director
September 11, 2024
Lincoln C. Mali
/s/ Chris G.B. Meyer
Director
September 11, 2024
Chris G.B. Meyer
/s/ Sharron Venessa
Naidoo
Director
September 11, 2024
Sharron Venessa
Naidoo
/s/ Monde Nkosi
Director
September 11, 2024
Monde Nkosi
/s/ Ekta Singh-Bushell
Director
September 11, 2024
Ekta Singh-Bushell
F-1
LESAKA TECHNOLOGIES, INC.
LIST OF CONSOLIDATED
FINANCIAL STATEMENTS
Report of the Independent Registered Public Accounting Firm – KPMG Inc.
F-2
Report of the Independent Registered Public Accounting Firm – Deloitte & Touche (South Africa)
F-4
Consolidated balance sheets as of June 30, 2024 and 2023
F-5
Consolidated statements of operations for the years ended June 30, 2024, 2023 and 2022
F-6
Consolidated statements of comprehensive (loss) income for the years ended June 30, 2024, 2023 and 2022
F-7
Consolidated statements of changes in equity for the years ended June 30, 2024, 2023 and 2022
F-8
Consolidated statements of cash flows for the years ended June 30, 2024, 2023 and 2022
F-11
Notes to the consolidated financial statements
F-12
F-2
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the shareholders
and the Board of Directors of Lesaka Technologies,
Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying
consolidated balance sheets of Lesaka Technologies Inc. and
subsidiaries (the Company) as
of June 30,
2024, the related
consolidated statements of
operations, comprehensive
(loss) income, changes
in equity,
and cash flows
for
the
year
ended
June
30,
2024,
and
the
related
notes
(collectively,
the
consolidated
financial
statements).
In
our
opinion,
the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and
the results of its operations and
its cash flows for the
year ended June 30, 2024, in conformity
with U.S. generally accepted accounting
principles.
We
also have
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, 2024, 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 11,
2024
expressed an
adverse opinion on
the effectiveness of
the Company’s internal control
over financial
reporting.
Basis for Opinion
These consolidated
financial statements
are the
responsibility of
the Company’s
management. Our
responsibility is
to express
an opinion on these
consolidated 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
consolidated 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
consolidated
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
consolidated 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 consolidated financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The
critical
audit
matter
communicated
below
is a
matter
arising
from
the
current
period audit
of
the
consolidated
financial
statements
that
was
communicated
or
required
to
be
communicated
to
the
audit
committee
and
that:
(1)
relates
to
accounts
or
disclosures
that
are
material
to
the
consolidated
financial
statements
and
(2)
involved
our
especially
challenging,
subjective,
or
complex judgments. The communication of the
critical audit matter does
not alter in any way
our opinion on the consolidated
financial
statements, taken
as a
whole, and
we are
not, by
communicating the
critical audit
matter below,
providing separate
opinions on
the
critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the Company’s
goodwill impairment test for certain reporting units
As discussed in Notes 2 and 10 to the consolidated financial statements, the
Company recorded goodwill as of June 30, 2024 of
$138,551 thousand. The Company tests
for impairment of goodwill on
an annual basis and
at any other time if
events or circumstances
change
that could
trigger an
impairment
test. The
Company uses
a discounted
cash flow
model to
estimate the
fair value
for each
reporting unit,
which requires
the Company
to make
significant estimates
and assumptions
related to
reporting unit
revenue growth
rates. In
addition,
the discounted
cash flow
model requires
the Company
to select
an appropriate
weighted average
cost of
capital
applicable to peer and industry comparables of the reporting units.
We
identified the
assessment of
the Company’s
goodwill impairment
test for
certain reporting
units as
a critical
audit matter.
Subjective
auditor
judgement
and
specialized
skills
and
knowledge
were
required
to
evaluate
certain
assumptions
used
in
the
discounted
cashflow model,
specifically,
reporting unit
revenue
growth rates
and the
weighted
average cost
of capital.
Changes
in
these assumptions could have a significant impact on the fair value of the reporting
units.
The following are the primary procedures we performed to address this critical audit
matter:
•
we evaluated the reporting
unit revenue growth rates
by comparing the growth
rates against historic performance,
approved
budgets and expected future performance based on industry and reporting
unit specific factors and independent research;
•
we involved
valuation professionals
with specialized
skills and
knowledge who
assisted in
the evaluation
of the
weighted
average cost of
capital used by the
Company by developing a
range of independent
estimates of weighted average
cost of capital
for
certain reporting units and comparing this range to the weighted average
cost of capital selected by the Company; and
•
we performed sensitivity analyses over these assumptions to
assess their impact on the Company’s determination that the fair
value of the reporting units exceeds their carrying value.
F-3
/s/ KPMG, Inc
We have served
as the Company’s auditor since 2024
KPMG, Inc.
Registered Auditors
Johannesburg, South Africa
September 11, 2024
F-4
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 sheet of Lesaka Technologies,
Inc. and subsidiaries (the “Company”)
as of June
30, 2023, the related
consolidated statements of operations,
comprehensive (loss) income, changes
in equity, and cash flows,
for each of
the two years
in the period
ended June 30,
2023, and the
related notes (collectively
referred to as
the “financial statements”).
In our
opinion, the
financial statements
present fairly,
in all
material respects,
the financial
position of
the Company
as of
June 30,
2023, and
the results of
its operations
and its cash
flows for
each of
the two years
in the period
ended June 30,
2023, in conformity
with accounting principles generally accepted in the United States of America.
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
Public
Company
Accounting Oversight Board (United States) (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.
/s/ Deloitte & Touche
Deloitte & Touche
Registered Auditors
Johannesburg, South Africa
September 12, 2023
We began serving
as the Company's auditor in 2004. In 2023 we became the predecessor auditor.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
as of June 30, 2024 and 2023
F-5
June 30,
June 30,
2024
2023
(In thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
59,065
$
35,499
Restricted cash related to ATM funding
and short-term credit facilities (Note 12)
6,853
23,133
Accounts receivable, net and other receivables (Note 4)
36,667
25,665
Finance loans receivable, net (Note 4)
44,058
36,744
Inventory (Note 5)
18,226
27,337
Total current assets before settlement assets
164,869
148,378
Settlement assets
22,827
15,258
Total current assets
187,696
163,636
PROPERTY,
PLANT AND EQUIPMENT, NET (Note 7)
31,936
27,447
OPERATING LEASE RIGHT-OF-USE (Note 8)
7,280
4,731
EQUITY-ACCOUNTED INVESTMENTS
(Note 9)
206
3,171
GOODWILL (Note 10)
138,551
133,743
INTANGIBLE ASSETS, NET (Note 10)
111,353
121,597
DEFERRED TAX ASSETS, NET
3,446
10,315
OTHER LONG-TERM ASSETS, including equity securities (Note 9 and 11)
77,982
77,594
TOTAL ASSETS
558,450
542,234
LIABILITIES
CURRENT LIABILITIES
Short-term credit facilities for ATM funding (Note 12)
6,737
23,021
Short-term credit facilities (Note 12)
9,351
9,025
Accounts payable
16,674
12,380
Other payables (Note 13)
56,051
36,297
Operating lease liability - current (Note 8)
2,343
1,747
Current portion of long-term borrowings (Note 12)
3,878
3,663
Income taxes payable
654
1,005
Total current liabilities before settlement obligations
95,688
87,138
Settlement obligations
22,358
14,774
Total current liabilities
118,046
101,912
DEFERRED TAX LIABILITIES, NET
38,128
46,840
OPERATING LEASE LIABILITY - LONG TERM (Note 8)
5,087
3,138
LONG-TERM BORROWINGS (Note 12)
139,308
129,455
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 11)
2,595
1,982
TOTAL LIABILITIES
303,164
283,327
REDEEMABLE COMMON STOCK (Note 14)
79,429
79,429
EQUITY
COMMON STOCK (Note 14)
Authorized:
200,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury - 2024:
64,272,243
; 2023:
63,640,246
83
83
PREFERRED STOCK
Authorized shares:
50,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury:
2024:
-
; 2023:
-
-
-
ADDITIONAL PAID-IN-CAPITAL
343,639
335,696
TREASURY SHARES, AT
COST: 2024:
25,563,808
; 2023:
25,244,286
(289,733)
(288,238)
ACCUMULATED OTHER
COMPREHENSIVE LOSS (Note 15)
(188,355)
(195,726)
RETAINED EARNINGS
310,223
327,663
TOTAL LESAKA EQUITY
175,857
179,478
NON-CONTROLLING INTEREST
-
-
TOTAL EQUITY
175,857
179,478
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY
$
558,450
$
542,234
See accompanying notes to consolidated financial statements.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT
OF OPERATIONS
for the years ended June 30, 2024, 2023 and 2022
F-6
2024
2023
2022
(In thousands, except per share data)
REVENUE (Note 16)
$
564,222
$
527,971
$
222,609
Services rendered
529,818
486,800
178,846
Loan-based fees received
29,948
25,308
22,444
Sale of goods
4,456
15,863
21,319
EXPENSE
Cost of goods sold, IT processing, servicing and support
442,673
417,544
168,317
Selling, general and administration
92,001
95,050
74,993
Depreciation and amortization
23,665
23,685
7,575
Reorganization costs
-
-
5,894
Transaction costs related to Adumo (2024) and Connect (2022) acquisitions (Note 3)
2,293
-
6,025
Impairment loss (Note 10)
-
7,039
-
OPERATING INCOME (LOSS)
3,590
(15,347)
(40,195)
REVERSAL OF ALLOWANCE FOR
DOUBTFUL EMI DEBT RECEIVABLE
(Note 9)
250
-
-
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 9)
-
205
376
GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 9)
-
-
720
GAIN RELATED TO
FAIR VALUE
ADJUSTMENT TO CURRENCY OPTIONS (Note 6)
-
-
3,691
INTEREST INCOME
2,294
1,853
2,089
INTEREST EXPENSE
18,932
18,567
5,829
LOSS BEFORE INCOME TAX EXPENSE (BENEFIT)
(12,798)
(32,266)
(39,900)
INCOME TAX EXPENSE (BENEFIT) (Note 18)
3,363
(2,309)
327
LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS
(16,161)
(29,957)
(40,227)
LOSS FROM EQUITY-ACCOUNTED INVESTMENTS
(Note 9)
(1,279)
(5,117)
(3,649)
NET LOSS FROM CONTINUING OPERATIONS
(17,440)
(35,074)
(43,876)
NET LOSS ATTRIBUTABLE
TO LESAKA
$
(17,440)
$
(35,074)
$
(43,876)
Net loss per share, in United States dollars
(Note 19):
Basic loss attributable to Lesaka shareholders
$
(0.27)
$
(0.56)
$
(0.75)
Diluted loss attributable to Lesaka shareholders
$
(0.27)
$
(0.56)
$
(0.75)
See accompanying notes to consolidated financial statements.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME
for the years ended June 30, 2024, 2023 and 2022
F-7
2024
2023
2022
(In thousands)
Net loss
$
(17,440)
$
(35,074)
$
(43,876)
Other comprehensive income (loss), net of taxes:
Movement in foreign currency translation reserve
6,291
(31,183)
(25,413)
Movement in foreign currency translation reserve related to equity-accounted
investments (Note 15)
489
3,935
1,239
Release of foreign currency translation reserve related to disposal of
Finbond equity
securities (Note 9 and Note 15)
1,543
362
587
Release of foreign currency translation reserve related to liquidation of subsidiaries
(Note 15)
(952)
-
468
Total other comprehensive
income (loss), net of taxes
7,371
(26,886)
(23,119)
Comprehensive loss
(10,069)
(61,960)
(66,995)
Comprehensive loss attributable to Lesaka
$
(10,069)
$
(61,960)
$
(66,995)
See accompanying notes to consolidated financial statements
LESAKA TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity for the year ended June 30, 2022 (dollar amounts in thousands)
F-8
Lesaka Technologies, Inc. Shareholders
Number of
Shares
Amount
Number of
Treasury
Shares
Treasury
Shares
Number of
shares, net of
treasury
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
other
comprehensive
loss
Total
Lesaka
Equity
Non-
controlling
Interest
Total
Redeemable
common
stock
Balance – July 1,
2021
81,607,912
$
80
(24,891,292)
$
(286,951)
56,716,620
$
301,959
$
406,613
$
(145,721)
$
275,980
$
-
$
275,980
$
84,979
Stock issued
3,185,079
3
3,185,079
16,655
16,658
16,658
Restricted stock granted
2,278,643
2,278,643
-
-
-
Exercise of stock options
249,521
249,521
760
760
760
Stock-based compensation charge (Note
17)
3,082
3,082
3,082
Reversal of stock-based compensation
charge (Note 17)
(105,542)
(105,542)
(120)
(120)
(120)
Stock-based compensation charge
related to equity-accounted investment
(Note 9)
5
5
5
Transfer from redeemable common
stock to additional paid-in-capital (Note
14)
5,550
5,550
5,550
(5,550)
Net loss
(43,876)
(43,876)
-
(43,876)
Other comprehensive loss (Note 15)
(23,119)
(23,119)
-
(23,119)
Balance – June 30, 2022
87,215,613
$
83
(24,891,292)
$
(286,951)
62,324,321
$
327,891
$
362,737
$
(168,840)
$
234,920
$
-
$
234,920
$
79,429
LESAKA TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity for the year ended June 30, 2023 (dollar amounts in thousands)
F-9
Lesaka Technologies, Inc. Shareholders
Number of
Shares
Amount
Number of
Treasury
Shares
Treasury
Shares
Number of
shares, net of
treasury
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
other
comprehensive
loss
Total
Lesaka
Equity
Non-
controlling
Interest
Total
Redeemable
common
stock
Balance – July 1,
2022
87,215,613
$
83
(24,891,292)
$
(286,951)
62,324,321
$
327,891
$
362,737
$
(168,840)
$
234,920
$
-
$
234,920
$
79,429
Treasury shares repurchased
(352,994)
(1,287)
(352,994)
-
(1,287)
(1,287)
Shares issued
206,239
206,239
-
-
-
Restricted stock granted
1,418,386
1,418,386
-
-
-
Exercise of stock options
158,659
158,659
481
481
481
Stock-based compensation charge (Note
17)
7,673
7,673
7,673
Reversal of stock-based compensation
charge (Note 17)
(114,365)
(114,365)
(364)
(364)
(364)
Stock-based compensation charge
related to equity-accounted investment
(Note 9)
15
15
15
Net loss
(35,074)
(35,074)
-
(35,074)
Other comprehensive loss (Note 15)
(26,886)
(26,886)
-
(26,886)
Balance – June 30, 2023
88,884,532
$
83
(25,244,286)
$
(288,238)
63,640,246
$
335,696
$
327,663
$
(195,726)
$
179,478
$
-
$
179,478
$
79,429
LESAKA TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity for the year ended June 30, 2024 (dollar amounts in thousands)
F-10
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,
2023
88,884,532
$
83
(25,244,286)
$
(288,238)
63,640,246
$
335,696
$
327,663
$
(195,726)
$
179,478
$
-
$
179,478
$
79,429
Treasury shares repurchased
(319,522)
(1,495)
(319,522)
-
(1,495)
(1,495)
Shares issued
194,454
194,454
-
-
-
Restricted stock granted
1,002,241
1,002,241
-
-
-
Exercise of stock options
54,287
54,287
165
165
165
Stock-based compensation charge (Note
17)
8,045
8,045
8,045
Reversal of stock-based compensation
charge (Note 17)
(299,463)
(299,463)
(134)
(134)
(134)
Stock-based compensation charge
related to equity-accounted investment
(Note 9)
(133)
(133)
(133)
Net loss
(17,440)
(17,440)
-
(17,440)
Other comprehensive income (Note 15)
7,371
7,371
-
7,371
Balance – June 30, 2024
89,836,051
$
83
(25,563,808)
$
(289,733)
64,272,243
$
343,639
$
310,223
$
(188,355)
$
175,857
$
-
$
175,857
$
79,429
See accompanying notes to consolidated financial statements.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT
OF CASHFLOWS
for the years ended June 30, 2024, 2023 and 2022
F-11
2024
2023
2022
(In thousands)
Cash flows from operating activities
Net loss
$
(17,440)
$
(35,074)
$
(43,876)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
23,665
23,685
7,575
Impairment loss (Note 10)
-
7,039
-
Movement in allowance for credit losses
5,158
6,495
1,551
Fair value adjustment related to financial liabilities
(853)
(20)
(466)
(Profit) Loss on disposal of property, plant and equipment
(305)
(468)
(2,849)
Stock-based compensation charge (Note 17)
7,911
7,309
2,962
Gain on disposal of equity securities (9)
-
-
(720)
Loss on disposal of equity-accounted investment (9)
-
205
376
Interest payable
1,119
5,069
9
Facility fee amortized (Note 12)
443
864
251
Loss from equity-accounted investments (Note 9)
1,279
5,117
3,649
Movement in allowance for doubtful loans to equity-accounted investments
(250)
-
38
Dividends received from equity-accounted investments
95
42
155
Changes in net working capital
(Increase) Decrease in accounts receivable (Note 20)
(10,873)
(1,687)
11,102
Increase in finance loans receivable (Note 20)
(10,029)
(12,353)
(2,047)
Decrease (Increase) in inventory
9,840
2,172
(4,820)
Increase (Decrease) in accounts payable and other payables
22,141
1,705
(8,851)
(Decrease) Increase in income taxes payable
(400)
(800)
1,087
Deferred tax expense (benefit)
(2,712)
(8,890)
(2,324)
Net cash provided by (used in) operating activities
28,789
410
(37,198)
Cash flows from investing activities
Capital expenditures
(12,665)
(16,156)
(4,558)
Proceeds from disposal of property, plant and equipment
1,565
1,497
4,217
Acquisition of intangible assets
(294)
(419)
-
Proceeds from disposal of equity-accounted investment (Note 9)
3,508
656
865
Loans to equity-accounted investment (Note 9)
-
(112)
-
Repayment of loans by equity-accounted investments
250
112
-
Acquisitions, net of cash acquired (Note 3)
(1,583)
-
(202,159)
Proceeds from disposal of equity-accounted investment - Bank Frick (Note 9)
-
-
11,390
Proceeds from disposal of equity securities (Note 9)
-
-
720
Net change in settlement assets
(7,196)
(2,036)
(4,163)
Net cash (used in) provided by investing activities
(16,415)
(16,458)
(193,688)
Cash flows from financing activities
Proceeds from bank overdraft (Note 12)
182,990
520,065
570,862
Repayment of bank overdraft (Note 12)
(199,642)
(547,271)
(525,459)
Long-term borrowings utilized (Note 12)
23,728
24,355
78,851
Repayment of long-term borrowings (Note 12)
(20,073)
(17,512)
(5,581)
Non-refundable deal origination fees/ guarantee fees (Note 12)
-
(100)
(1,307)
Acquisition of treasury stock
(1,495)
(1,287)
-
Proceeds from exercise of stock options
165
481
759
Net change in settlement obligations
7,214
2,148
4,134
Net cash (used in) provided by financing activities
(7,113)
(19,121)
122,259
Effect of exchange rate changes on cash
2,025
(10,999)
(10,338)
Net decrease in cash, cash equivalents and restricted cash
7,286
(46,168)
(118,965)
Cash, cash equivalents and restricted cash – beginning of period
58,632
104,800
223,765
Cash, cash equivalents and restricted cash – end of period (Note 20)
$
65,918
$
58,632
$
104,800
See accompanying notes to consolidated financial statements
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-12
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Lesaka Technologies, Inc. (“Lesaka” and collectively
with its consolidated subsidiaries, the “Company”), formerly named Net 1
UEPS Technologies, Inc., was incorporated in
the State of
Florida on May
8, 1997. The
Company is a
provider of financial technology,
or fintech, products and services, primarily in South Africa and neighboring
countries,
to unbanked and underbanked consumers, and
fintech solutions for
merchants operating in formal
and informal markets.
The Company provides
cash management and digitization
services and
card acquiring to
merchants,
and has developed
and provides secure
transaction technology
solutions and services,
and
offers transaction processing, including bill payment and value-added services (including prepaid
airtime and electricity products) and
financial solutions to its customers.
Basis of presentation
The accompanying
consolidated financial
statements include
subsidiaries over
which Lesaka
exercises control
and have
been
prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”).
Reorganization charge - financial services restructuring
during the year ended June 30, 2022
The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic
imperative for the Company was to
return its South African consumer
business to a breakeven position and
then profitability as soon
as possible.
As part
of
a
cost
optimization
review
completed
in
late
calendar
2021,
the Company
performed
a
review
of
its labor
structure and determined that
a number of its defined
employee roles would need to
be terminated due to redundancy.
The Company
embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January
10, 2022. The Company incurred
cash costs of approximately $
6.7
million (ZAR
103.4
million) during the third quarter
of fiscal 2022,
principally consisting of severance and related
payments and the payment of
unutilized leave days. The Company
recorded an expense
of $
5.9
million in the caption reorganization costs in the Company’s
consolidated statement of operations for the year ended June 30,
- The primary difference between the
reorganization charge amount and the total
cash paid relates to
leave pay which was
accrued
in prior periods.
July 2021 civil unrest in South Africa impacting
the year ended June 30, 2022
Two
of South
Africa’s
nine provinces
experienced significant
civil unrest
in July
2021 resulting
in mass
looting, loss
of life,
disruption of
transport and
supply routes,
and widespread
destruction of
property.
In total
337 South
Africans lost
their lives
in the
unrest
– fortunately
none of
the Company’s
employees were
injured or
harmed. There
was widespread
damage to
bank and
ATM
infrastructure in the affected provinces. In
total approximately 1,800 ATMs
and 300 branches were damaged across the industry,
and
the Banking Association
of South
Africa (“BASA”), estimates
that total
damage to banking
infrastructure amounted to
ZAR 1.6
billion.
The
South
African
Special
Risks
Insurance
Association
(“SASRIA”),
a
public
enterprise
and
a
non-life
insurance
company
that
provides coverage for damage caused
by special risks such as politically
motivated malicious acts, riots, strikes,
terrorism and public
disorders, estimates that the total damage to property
across South Africa will be between
ZAR 19.0 billion and ZAR 20.0
billion. The
Company suffered
damage at
19
of its branches
and to
173
ATMs.
The disruption and
related closure of
branches also impacted
the
Company’s efforts to grow EPE customer numbers.
The Company also saw an impact on transaction volumes through its ATMs
with
July 2021 volumes
13
% lower than June 2021, and August 2021
3
% lower than July 2021.
The Company’s insurance claims to recover the cost to repair and replace its branches and ATMs have been met in full, with the
Company receiving ZAR
38.6
million from SASRIA during the year ended June 30, 2022.
As a result
of the disruption
to ATM
coverage and
availability,
BASA and the
South Africa’s
banks agreed
that the fee
which
customers
pay
to utilize
other banks’
ATMs
would be
waived for
August and
September 2021.
The Company
lost transaction
fee
revenue of approximately ZAR
6.0
million ($
0.4
million) during the year ended June 30, 2022, as a result of this decision.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-13
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, 2024, 2023 and 2022.
Business combinations
The
Company
accounts
for
its
business
acquisitions
under
the
acquisition
method
of
accounting.
The
total
value
of
the
consideration paid
for acquisitions is
allocated to
the underlying
net assets acquired,
based on their
respective estimated fair
values.
The Company uses a number
of valuation methods to determine
the fair value of assets and
liabilities acquired, including discounted
cash
flows,
external
market
values,
valuations
on
recent
transactions
or
a
combination
thereof,
and
believes
that
it
uses
the
most
appropriate
measure
or
a
combination
of
measures
to
value
each
asset
or
liability.
The Company
recognizes
measurement-period
adjustments in the reporting period in which the adjustment amounts are determined.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the reported
amounts
of revenues
and
expenses during
the reporting
period.
Actual results
could
differ
from
those
estimates.
Translation of foreign
currencies
The primary
functional currency
of the
consolidated entities
is the
South African
Rand (“ZAR”)
and the
Company’s
reporting
currency is the U.S. dollar.
Assets and liabilities are translated
at the exchange rates in effect
at the balance sheet date. Revenues
and
expenses are translated at average
rates for the period. Translation
gains and losses are reported in
accumulated other comprehensive
income in total
equity.
The Company releases the
foreign currency translation
reserve included in accumulated
other comprehensive
income attributable
to a foreign
entity upon sale
or complete, or
substantially complete,
liquidation of the
investment in that
foreign
entity and includes the release in the gain or loss reported related to the sale or
liquidation of the foreign entity.
Foreign exchange transactions are translated at the spot rate ruling at the date of the transaction. Monetary items are translated at
the closing
spot rate
at the
balance sheet
date. Transactional
gains and
losses are
recognized
in selling,
general and
administration
expense on the Company’s consolidated
statement of operations for the period.
Cash, cash equivalents and restricted cash
Cash and cash equivalents
include cash on hand and funds
deposited in bank accounts with
financial institutions that are liquid,
unrestricted and
readily available.
Restricted cash
represents cash
which is
legally or
contractually restricted
as to
use and
includes
cash related to cash withdrawn from the Company’s debt facilities to fund ATMs
as well cash in certain bank accounts that have been
ceded to under certain of the Company’s
borrowings.
Allowance for credit losses
Allowance for credit losses
The Company uses historical default experience over the lifetime of loans in order to calculate a lifetime loss rate for its lending
books. The allowance for credit losses related
to Consumer finance loans receivables is calculated by multiplying the
lifetime loss rate
with
the
month-end
outstanding
lending
book.
The
allowance
for
credit
losses
related
to
Merchant
finance
loans
receivables
is
calculated
by
adding
together
actual
receivables
in
default
plus
multiplying
the
lifetime
loss
rate
with
the
month-end
outstanding
lending book. The Company
writes off microlending
finance loans receivable and
related service fees and interest
if a borrower is
in
arrears with
repayments for
more than
three months
or is
deceased. The
Company writes
off merchant
and working
capital finance
receivables and related
fees when it is
evident that reasonable
recovery procedures,
including where deemed
necessary, formal
legal
action, have failed. Prior to July 1, 2023, the Company regularly reviewed the ageing of outstanding amounts due from borrowers and
adjusted its allowance based on management’s
estimate of the recoverability of the finance loans receivable.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-14
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for credit losses (continued)
Allowance for credit losses (continued)
The Company uses a lifetime loss rate by expressing write-off
experience as a percentage of corresponding invoice amounts (as
opposed to outstanding balances).
The allowance for credit
losses related to these
receivables has been calculated
by multiplying the
lifetime loss
rate with
recent invoice/origination amounts.
Prior to
July 1,
2023, a specific
provision is
established where it
is considered
likely that all or
a portion of
the amount due
from customers renting
safe assets, point of
sale (“POS”) equipment,
receiving support
and
maintenance
or
transaction
services
or
purchasing
licenses
or
SIM
cards
from
the
Company
will
not
be
recovered.
Non-
recoverability
is assessed
based
on
a
quarterly
review
by management
of
the ageing
of outstanding
amounts,
the
location
and
the
payment history of the customer in relation to those specific amounts.
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:
Vaults
8
years
Computer equipment
3
to
8
years
Office equipment
2
to
10
years
Vehicles
3
to
8
years
Furniture and fittings
3
to
10
years
The gain or loss arising
on the disposal or retirement
of an asset is determined
as the difference between
the sales proceeds and
the carrying amount of the asset and is recognized in income.
Leases
The Company determines whether an arrangement is a lease at inception.
Operating leases are included in operating lease right-
of-use assets (“ROU”),
operating lease liability
- current, and
operating lease liability
– long term
in its consolidated
balance sheets.
The Company
does not
have any
significant finance
leases as
of June
30, 2024
and 2023,
respectively,
but its
policy is
to include
finance leases in property and equipment, other payables, and other
long-term liabilities in its consolidated balance sheets.
A ROU asset
represents the
Company’s
right to use
an underlying
asset for the
lease term and
the lease liabilities
represent its
obligation to
make lease
payments arising
from the
lease arrangement.
Operating lease
ROU assets
and liabilities
are recognized
at
commencement date based on
the present value of
lease payments over the
lease term. As
most of the
Company’s leases do not provide
an implicit rate,
the Company generally
uses its incremental
borrowing rate
based on
the estimated rate
of interest for
collateralized
borrowing over
a similar term
of the lease
payments at commencement
date. The operating
lease ROU asset
also includes any
lease
prepayments made
and excludes lease
incentives. The terms
of the Company’s
lease arrangements may
include options to
extend or
terminate
the
lease
when
it is
reasonably
certain
that
the Company
will exercise
that
option.
Lease
expense
for
lease payments
is
recognized on a straight-line basis over the lease term.
The Company does not recognize right-of-use assets and lease liabilities for lease arrangements with a term of twelve months or
less. The Company
accounts for all
components in a
lease arrangement as
a single combined
lease component. Costs
incurred in the
adaptation of leased properties to
serve the requirements of
the Company (leasehold improvements) are
capitalized and amortized over
the shorter of the estimated useful life of the asset and the remaining term of
the lease.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-15
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
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
1
to
15
years
Software, integrated platform and unpatented technology
3
to
10
years
FTS patent
10
years
Exclusive licenses
7
years
Brands and trademarks
3
to
20
years
Intangible assets
are periodically
evaluated for
recoverability,
and those
evaluations take
into account
events or
circumstances
that warrant revised estimates of useful lives or that indicate that impairment
exists.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-16
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, 2024 and 2023, 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, 2024 and 2023, 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,
2024 and
2023, respectively,
refer to
Note 4.
The Company
uses historical
default experience
over the
lifetime of
debt securities
in
order to calculate a lifetime loss rate
for its held to maturity debt securities. As
of each of July 1, 2023, and
June 30, 2024, the carrying
value of the Company’s held
to maturity debt securities was $
0
.
Impairment of debt securities
Up
until
the
adoption
of
guidance
regarding
Measurement
of
Credit
Losses
on
Financial
Instruments
on
July
1,
2023,
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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-17
2.
SIGNIFICANT ACCOUNTING POLICIES (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”). Changes
in the fair
value of
the Company’s
cost minus
changes in
observable prices
equity
securities are discussed in Note 9. There were
no
changes in the fair value of the Company’s cost minus
changes in observable prices
equity securities during the
year ended June 30,
2024, 2023 and 2022,
respectively.
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
not be
carried at
an amount
that is
less than
the initial
amount reported outside of permanent equity.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-18
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Redeemable common stock (continued)
Redeemable common stock is reclassified as permanent equity when presentation outside
permanent equity is no longer required
(if, for example, a redemption
feature lapses, or there
is a modification of the
terms of the instrument). The
existing carrying amount
of the redeemable common
stock is reclassified to permanent
equity at the date of
the event that caused the
reclassification and prior
period consolidated financial statements are not adjusted.
Revenue recognition
The
Company
recognizes
revenue
upon
transfer
of
control
of
promised
products
or
services
to
customers
in
an
amount
that
reflects
the
consideration
the
Company
expects
to
receive
in
exchange
for
those
products
or
services.
The
Company
enters
into
contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted
for as
separate performance
obligations
based on
observable standalone
selling prices.
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
Prepaid airtime sold
The Company purchases airtime vouchers for resale to customers and acts as
a principal in these transactions.
Airtime purchased
for resale is included in inventory and released to cost of goods sold,
IT processing, servicing and support upon sale of the inventory.
The Company negotiates and agrees sales prices for airtime sales
with its customers and revenue is measured at the agreed contractual
price. The Company recognizes revenue when 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
and recognizes revenue from these
activities at a point in time.
In certain instances, the Company
also provides a funds collection
and settlement service for its
customers and recognizes revenue from these
activities at a point in
time.
The
Company
also
provides
customers
with
cash
management
and
digitization
services
which
enables
its
merchant
customers
to
deposit
cash into
digital vaults
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 and recognizes revenue from these activities at
a point in time.
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.
The Company, as a transaction processor and in the capacity
of an agent, facilitates the delivery of
value added services (“VAS”)
to its
customers (including
prepaid airtime
vouchers, prepaid
electricity and
gaming vouchers)
and earns
a commission
once these
services are delivered to the
customer. The Company
recognizes revenue from these activities at
a point in time. Revenue
from these
transactions fluctuates based on the volume of VAS
services distributed.
Customers
serviced
by the
Company’s
Consumer
operating segment
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 at
a point in time.
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,
which
are earned
over
time and
billed
on a
monthly
basis. Revenue
from account
holders’
fees
fluctuates based on the number of active bank accounts.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-19
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Nature of products and services (continued)
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
are
earned
over
time
and
is
fixed
upon
initiation
and
does
not
change
over
the
term
of
the
loan
and
is
recognized when billed on a monthly basis.
Interest earned from
customers
The Company provides short-term loans to merchants in South Africa and levies interest on the amount lent. The Company does
not charge
these customers
up-front initiation
fees or
monthly service
fees. Interest
earned from
customers is
recognized using
the
effective interest
rate method,
which requires
the utilization
of the
rate of
return implicit
in the
loan, that
is, the
contractual interest
rate adjusted
for any net
deferred loan
fees or
costs, premium,
or discount
existing at
the origination
or acquisition
of the
loan. The
interest rate included in the contract with the customer generally changes with changes to benchmark rates of interest set by the South
African Reserve Bank.
Technology
products
The Company supplies hardware and licenses for its customers to use the Company’s
technology. Hardware includes the sale of
POS devices, SIM cards and other consumables which
can occur on an ad
hoc basis. The Company recognizes revenue from hardware
at the transaction price specified
in the contract as the hardware is
delivered to the customer.
Licenses include the right to use
certain
technology developed by the Company and the associated revenue is recognized
ratably over the license period.
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, 2024,
2023 and 2022, the
Company incurred research
and development expenditures
of $
0.5
million, $
0.5
million and $
0.5
million, respectively.
Computer software development
Product
development
costs in
respect
of
software
intended
for
sale
to
licensees
are
expensed
as
incurred
until
technological
feasibility is attained.
Technological
feasibility is attained
when the Company’s
software has completed
system testing and has
been
determined
to
be
viable
for
its
intended
use.
Once
technological
feasibility
is
reached,
the
Company
capitalized
such
costs
and
amortizes
these costs over
the products’
estimated life. The
time between
the attainment
of technological feasibility
and completion
of software development is generally short with insignificant amounts of development
costs incurred during this period.
Costs in
respect of
the development
of software
for the
Company’s
internal use
are expensed
as incurred,
except to
the extent
that
these
costs
are
incurred
during
the
application
development
stage.
All
other
costs
including
those
incurred
in
the
project
development and post-implementation stages are expensed as incurred.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-20
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
The Company
provides for income
taxes using the
asset and liability
method. This
approach recognizes
the amount of
income
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 taxes are adjusted
to reflect the effects of changes in tax laws or rates
in the
period of
enactment. The
majority of
the Company’s
income
taxes and
deferred tax
balances arise
in the
South Africa.
The
Company used the enacted statutory
tax rate of
27
% for the years ended June 30,
2024 and 2023, and the enacted rate
of
28
% for the
year ended
June 30,
2022 to
measure current
tax expense
(benefit) and
deferred tax
expense (benefit)
in South
Africa. There
was a
change in the South African
enacted tax rate during the
year ended June 30, 2023,
from
28
% to
27
%, and the Company measured
its
South African current tax expense for the years ended June 30, 2023 and 2024 and its South African deferred tax assets and liabilities
as of June 30, 2023 and 2024, using the enacted statutory tax rate in South
Africa of
27
%.
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.
Unrecognized tax benefits are recorded 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 examination by the taxing 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 income
taxes 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.
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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-21
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
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
operated
by the
Company,
after which
the funds
are then
electronically
accessible by
customers
to
either transfer to their nominated bank account or to pay certain pre-selected suppliers.
Settlement assets comprise (1) cash received from merchant customers
from cash deposits into the Company’s safe assets, which
are
then
electronically
accessible
by
customers
to
either
transfer
to
their
nominated
bank
account
or
to
pay
certain
pre-selected
suppliers,
and
(2)
cash
received
from
credit
card
companies
(as
well
as
other
types
of
payment
services)
which
have
business
relationships
with
merchants
selling
goods
and
services
that
are
the
Company’s
customers
and
on
whose
behalf
it
processes
the
transactions between various parties.
Settlement
obligations
comprise
(1)
amounts
that
the
Company
is
obligated
to
disburse
to
merchant
customers
or
to
their
nominated pre-selected suppliers, and (2)
amounts that the Company is obligated
to disburse to merchants selling goods
and services
that are the Company’s customers and on whose behalf it processes
the transactions between various parties and settles the funds from
the credit card companies to the Company’s
merchant customers.
The balances
at each reporting
date may vary
widely depending on
the timing of
the receipts and
payments of these
assets and
obligations.
Recent accounting pronouncements adopted
In June 2016, the Financial Accounting Standards Board (“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. The guidance became effective for the Company beginning July 1, 2023. The adoption of
this guidance did not have a material impact on the Company’s
financial statements and related disclosures, refer to Note 4.
In November
2019, the
FASB
issued guidance
regarding
Financial
Instruments—Credit
Losses (Topic
326),
Derivatives and
Hedging
(Topic
815),
and
Leases
(Topic
842).
The
guidance
provides
a
framework
to
stagger
effective
dates
for
future
major
accounting
standards
and
amends
the
effective
dates
for
certain
major
new
accounting
standards
to
give
implementation
relief
to
certain types
of entities,
including Smaller
Reporting Companies.
The Company
is a Smaller
Reporting Company.
Specifically,
the
guidance changes some effective
dates for certain
new standards on
the following topics
in the FASB Codification, namely Derivatives
and Hedging
(ASC 815);
Leases (ASC
842); Financial
Instruments —
Credit Losses
(ASC 326);
and Intangibles
— Goodwill
and
Other
(ASC
350).
The
guidance
defers
the
adoption
date
of
guidance
regarding
Measurement
of
Credit
Losses
on
Financial
Instruments
by the
Company from
July 1, 2020
to July
1, 2023.
The guidance
became effective
for the
Company beginning
July 1,
- The
adoption of
this guidance
did not
have a
material impact
on the
Company’s
financial statements
and related
disclosures,
refer to Note 4.
Recent accounting pronouncements not yet adopted
as of June 30, 2024
In
November
2023.
the
FASB
issued
guidance
regarding
Segment
Reporting
(Topic
280)
to
improve
reportable
segment
disclosure
requirements,
primarily
through
enhanced
disclosures
about
significant
segment
expenses.
In
addition,
the
guidance
enhances
interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit
or loss,
provides
new segment
disclosure
requirements
for entities
with a
single reportable
segment,
and
contains
other disclosure
requirements. This
guidance is
effective
for the
Company beginning
July 1,
2024 for
its year
ended June
30, 2025,
and for
interim
periods commencing from July
1, 2025 (i.e.
for the quarter
ended September 30, 2025).
The Company is currently
assessing the impact
of this guidance on its financial statements and related disclosures.
In
December
2023,
the
FASB
issued
guidance
regarding
Income
Taxes
(Topic
740)
to
improve
income
tax
disclosure
requirements. The guidance requires
entities, on an
annual basis, to
(1) disclose specific categories
in the income tax
rate reconciliation
and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect
of those reconciling items
is equal
to or
greater
than
five percent
of the
amount computed
by multiplying
pre-tax
income
or loss
by the
applicable
statutory
income tax rate). This guidance
is effective for the Company
beginning July 1, 2025. The Company
is currently assessing the impact
of this guidance on its financial statements and related disclosures.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-22
3.
ACQUISITIONS
The Company did not make any acquisitions during the year ended June 30,
- The cash paid, net of cash received related to
the Company’s acquisition during
the years ended June 30, 2024 and 2022, is summarized in the table below:
2024
2022
Total cash paid
$
2,248
$
240,582
Less: cash acquired
665
38,423
Total cash paid, net
of cash received
(1)
$
1,583
$
202,159
(1) – amount for 2022 represents the cash paid, net of cash acquired, to acquire
a controlling interest in Connect.
2025
proposed acquisition of Adumo
On May 7,
2024, the Company
entered into a
Sale and Purchase
Agreement (the
“Purchase Agreement”)
with Lesaka SA,
and
Crossfin Apis Transactional
Solutions (Pty) Ltd
and Adumo ESS
(Pty) Ltd (“the
Sellers”). Pursuant to
the Purchase Agreement
and
subject to its terms and
conditions, Lesaka, through its
subsidiary,
Lesaka SA, agreed to
acquire, and the Sellers agreed
to sell, all of
the outstanding equity interests and certain claims in the Adumo (RF) Proprietary
Limited (“Adumo”).
The
purchase
consideration
will
be
settled
through
the
combination
of
an
issuance
of
17,279,803
shares
of
the
Company’s
common stock (“Consideration Shares”) and a ZAR
232
million ($
12.5
million, translated at the prevailing rate of $1: ZAR
18.5
as of
May
7,
2024)
payment
in
cash.
The
share
issuance
was
based
off
of
the
base
purchase
consideration
of
ZAR
1.59
billion
($
85.9
million),
less
the
ZAR
232
million
cash
payment,
implying
a
value
per
share
of
$
4.25
((ZAR
1.59
billion
–
ZAR
0.232
billion)/
17,279,803
/ ZAR
18.5
).
The Purchase
Agreement includes
customary covenants
from the
Sellers, including
(i) to
conduct the
business in
the ordinary
course during the period between
the execution of the Purchase
Agreement and the closing of
the transactions contemplated thereby,
and (ii) not to engage in certain kinds of transactions during such period.
The closing of
the transaction is
subject to customary
closing conditions,
including the following
open conditions (i)
obtaining
certain third-party
consents; and (ii).
Lesaka SA (or
is nominee),
on or before
October 31, 2024,
concluding a written
unconditional
agreement with Crossfin SPV in relation to the acquisition of all (and not
only a portion) of one of the ultimate shareholders’ pro rata
entitlements to
Consideration Shares
(other than
those which
are required
to be
liquidated in
order to
satisfy cash
tax obligations),
provided that the aggregate consideration
for such entitlements will be equal
to an amount of ZAR
285,772,238
and provided further
that: (1)
Lesaka (or
its nominee,
as applicable)
has provided
a bank
guarantee from
Rand Merchant
Bank (a
division of
FirstRand
Bank Limited) or other South African
registered bank in respect of the
settlement of such aggregate consideration
and (2) that, to the
extent applicable,
Lesaka's nominee
has, prior
to the
conclusion thereof,
obtained all
approvals as
may be
required to
conclude and
implement such agreement.
The
following
closing
conditions
have
been
met
as
of
the
date
of
this
Annual
Report
on
Form
10-K
(i)
approval
from
the
competition authorities of South Africa and Namibia; (ii) exchange control approval from the financial surveillance department of the
South
African
Reserve
Bank
(iii)
approval
from
all necessary
regulatory
bodies
and
from
shareholders
to
issue the
Consideration
Shares to the
Sellers; (iv) the
Company obtained confirmation
from RMB that it
has sufficient
funds to settle
the cash portion
of the
purchase
consideration;
(v)
approval
of Adumo
shareholders
(including
preference
shareholders)
with respect
to entering
into and
implementation of the Purchase
Agreement, and all other
agreements and transactions contemplated
in the Purchase Agreement;
(vi)
obtained
the consent
of Adumo’s
lender
regarding
Adumo entering
into and
implementing
the
Purchase
Agreement,
and
all other
agreements and
transactions contemplated
in the
Purchase Agreement,
(vii) the
release of
certain Seller’s
shares held
as security
by
such bank;
(viii) obtained
the consent
of the lender
of one of
Adumo’s
shareholders regarding
Adumo entering
into the transaction;
and (ix) the
Company signing a written
addendum to the Policy
Agreement with International
Finance Corporation that
provides for
the inclusion of the Consideration Shares attributable to certain Seller shareholders
in the definition of “Put Shares” under the Policy
Agreement, and related change.
The
Company
has
agreed
to file
a
resale
registration
statement
with
the
United
States
Securities
and
Exchange
Commission
(“SEC”) covering
the resale
of the
Consideration
Shares by
the Sellers
following
the closing
of the
transaction. The
Company has
undertaken to use its commercially reasonable efforts to
have the resale registration statement declared effective by
the SEC following
its filing.
The
Company
incurred
transaction-related
expenditures
of
$
2.3
million
during
the
year
ended
June
30,
2024,
related
to
the
process
to
acquire
Adumo.
The Company
’s
accruals
presented
in
Note
13
of
as June
30,
2024,
includes
an
accrual
of
transaction
related expenditures of
$
0.9
million and the
Company expects to
incur a further
$
1.4
million in transaction
costs over the
remainder
of the 2025 calendar year.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-23
3.
ACQUISITIONS (continued)
2024
Acquisitions
April 2024
acquisition of Touchsides
In April 2024
the Company closed
the acquisition of
Touchsides (Pty) LTd (“Touchsides”). Touchsides
is a leading
data analytics
and insights company,
and complementary with
the Company’s
Kazang business. The
acquisition expands Kazang’s
footprint in the
informal market by adding an established solution that
has a strong presence in the
licensed tavern market. Touchsides has an installed
base of over
10,000
active POS terminals across South Africa’s licensed taverns, and processes more than
1.5
million transactions per
day.
The business
provides
platform-as-a-service
(“PaaS”) and
software-as-a-service
(“SaaS”) solutions
to
licensed
tavern outlets,
enabling
the measurement
of sales
activity in
real-time,
management
of stock
levels and
informing
commercial
decisions,
such as
pricing
and
promotional
offers.
The
data
and
insights
gathered
from
these
terminals
carries
significant
value
and
potential
to
be
monetized
through
relationships
with
a
range
of
clients
including
fast-moving
consumer
goods
companies,
retailers,
wholesalers,
route-to-market suppliers, and financiers.
Touchsides has been
allocated to our Merchant operating segment.
The final purchase price allocation
of the Touchsides
acquisition, translated at the foreign exchange
rates applicable on the date
of acquisition, is provided in the table below:
Touchsides
April 2024
Cash and cash equivalents
$
665
Accounts receivable
788
Property, plant and equipment
1,106
Operating lease right of use asset
112
Intangible assets
33
Accounts payable
(53)
Other payables
(279)
Operating lease liability – current
(63)
Deferred income taxes liabilities
(9)
Operating lease liability - long-term
(52)
Fair value of assets and liabilities on acquisition
$
2,248
Pro forma
results of
operations have
not been presented
because the
effect of
the Touchsides
acquisition is
not material
to the
Company. During
the year ended June 30, 2024, the Company
incurred acquisition-related expenditure of
$
0.1
million related to this
acquisition. Since the
closing of the Touchsides
acquisition, it has contributed
revenue and net loss
of $
0.9
million and $
0.2
million,
respectively, for the
year ended June 30, 2024.
2023
Acquisitions
None.
2022
Acquisitions
April 2022 acquisition of Connect
On October 31, 2021, the Company entered into a
Sale of Shares Agreement (the “Sale Agreement”) with the
Sellers (as defined
in
the
Sale
Agreement),
Cash
Connect
Management
Solutions
Proprietary
Limited
(“CCMS”),
Ovobix
(RF)
Proprietary
Limited
(“Ovobix”),
Luxiano
227
Proprietary
Limited
(“Luxiano”)
and
K2021477132
(South
Africa)
Proprietary
Limited
(“K2021”
and
together with CCMS, Ovobix
and Luxiano, “Connect”).
Pursuant to the Sale
Agreement, and subject
to its terms and
conditions, the
Company’s
wholly-owned subsidiary,
Lesaka SA (formerly
named Net1 SA),
agreed to acquire,
and the Sellers agreed
to sell, all of
the outstanding equity interests and certain claims in Connect. The transaction
closed on April 14, 2022.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-24
3.
ACQUISITIONS (continued)
2022
Acquisitions (continued)
April 2022 acquisition of Connect (continued)
The total
purchase consideration
was ZAR
3.8
billion ($
258.9
million), comprising
ZAR
3.5
billion ($
240.6
million) in
cash,
contingent
consideration
of
ZAR
23.8
million
($
1.6
million),
and
ZAR
241.9
million
($
16.7
million)
in
3,185,079
shares
of
the
Company’s common stock. The contingent
consideration related to
a tax matter
which was resolved
in July 2022,
and the consideration
was
settled
in
cash
in
September
2022.
The
contingent
consideration
is
included
in
the
caption
other
payables
in
the
Company’s
consolidated balance
sheet as of
June 30,
2022, refer
to Note 13.
The
3,185,079
shares of common
stock are
issuable in
three
equal
tranches on
each of
the first,
second and
third anniversaries
of the
closing and
was calculated
as ZAR
350.0
million divided
by the
sum of $
7.50
multiplied by the closing date exchange
rate (as defined in the Sale Agreement)
of $1:ZAR
14.65165
. Refer to Note 14
for issuances during the year
ended June 30, 2024 and
2023, respectively. The fair value of the purchase
consideration settled in shares
of
common
stock
of $
16.7
million
was calculated
as
3,185,079
shares
of
Lesaka
common
stock
multiplied
by the
April 13,
2022
closing price on the NasdaqGS of $
5.23
.
The
closing
of
the
transaction
was
subject
to
customary
closing
conditions,
including
(i)
approval
from
the
competition
authorities of South
Africa, Namibia and
Botswana, (ii) exchange
control approval from
the financial surveillance
department of the
South
African Reserve Bank, and (iii) obtaining certain third-party
consents. In addition, the closing of the transaction was subject to
entry into
definitive financing
agreements by
each of
Lesaka SA
and CCMS
for an
aggregate of
ZAR
2.4
billion in
debt financing
provided by Rand Merchant Bank and satisfying the conditions precedent
for funding thereunder, of which ZAR
1.1
billion relates to
the financing agreements described below and ZAR
1.3
billion related to finance agreements signed between CCMS
and RMB. Of the
ZAR
1.3
billion related to
CCMS, approximately ZAR
250
million related to
new debt as part
of the funding of
the acquisition. The
definitive loan agreements became effective upon closing the transaction
,
refer to Note 12.
The
South
African
competition
authorities
approved
the
transaction
subject
to
certain
public
interest
conditions
relating
to
employment, increasing the spread
of ownership by
historically disadvantaged people (“HDPs”)
and workers, and investing
in supplier
and enterprise development. Further to increasing the
spread of ownership by
HDPs, Lesaka is required to
establish an employee share
ownership scheme
(“ESOP”) within
36
months of
the implementation
of the
Connect acquisition
that complies
with certain
design
principles for the
benefit of the workers
of the merged
entity to receive
a shareholding in Lesaka
equal in value
to at least
3
% of the
issued
shares
in
Lesaka
at the
date
of the
Connect
acquisition.
If
within
24
months
of the
implementation
date of
the transaction,
Lesaka generates
a positive net
profit for three
consecutive quarters,
the ESOP shall
increase to an
amount equal
in value to
at least
5
% of
the issued
shares in
Lesaka at
the date
of the
Connect acquisition.
The final
structure of
the ESOP
is contingent
on Lesaka
shareholder
approval
and
relevant
regulatory
and
governance
approvals.
The ESOP
had not
been
established
as of
the date
of the
consolidated annual financial statements.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-25
3.
ACQUISITIONS (continued)
2022
Acquisitions (continued)
April 2022 acquisition of Connect (continued)
The
Company
incurred
transaction-related
expenditures
of
$
6.0
million
during
the
year
ended
June
30,
2022,
related
to
the
acquisition of Connect. On acquisition, the Company recognized
a deferred tax liability of approximately $
50.3
million related to the
acquisition
of
Connect
intangible
assets
during
the
year
ended
June
30,
2022.
The
final
purchase
price
allocation
of
the
Connect
acquisition, translated at the foreign exchange rates applicable on the date
of acquisition, is provided in the table below:
Connect
April 2022
Cash and cash equivalents
$
38,423
Accounts receivable
24,032
Finance loans receivable
15,706
Inventory
11,431
Property, plant and equipment
20,872
Operating lease right of use asset
753
Equity-accounted investment
73
Goodwill
153,693
Intangible assets
179,484
Deferred income taxes assets
2,284
Short term facilities
(16,903)
Accounts payable
(27,914)
Other payables
(4,793)
Operating lease liability – current
(434)
Current portion of long – term borrowings
-
Income taxes payable
(982)
Deferred income taxes liabilities
(50,255)
Operating lease liability - long-term
(319)
Long-term borrowings
(86,960)
Settlement assets
13,561
Settlement liabilities
(12,875)
Fair value of assets and liabilities on acquisition
$
258,877
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-26
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,
2024, and June
30, 2023, are
presented in the
table below:
June 30,
June 30,
2024
2023
Accounts receivable, trade, net
$
13,262
$
11,037
Accounts receivable, trade, gross
14,503
11,546
Allowance for credit losses, end of period
1,241
509
Beginning of period
509
509
Reallocation to allowance for credit losses
(1)
-
(418)
Reversed to statement of operations
(511)
(31)
Charged to statement of operations
1,305
2,005
Utilized
(67)
(1,645)
Foreign currency adjustment
5
89
Current portion of amount outstanding related to sale of interest in Carbon,
net of
allowance: 2024: $
750
2023: $
1,000
-
-
Current portion of total held to maturity investments
-
-
Investment in
7.625
% of Cedar Cellular Investment 1 (RF) (Pty) Ltd
8.625
%
notes
-
-
Other receivables
23,405
14,628
Total accounts receivable,
net
$
36,667
$
25,665
(1) Represents reallocation
of a portion of
the Merchant allowance for
credit losses as of
June 30, 2022, which
was included in
the allowance for credit losses as of June 30, 2022.
Trade receivables include amounts
due from customers
which generally have
a very
short-term life from
date of invoice
or service
provided to settlement. The duration
is less than a year in all cases and
generally less than 30 days in many
instances. The short-term
nature
of
these
exposures
often
results
in
balances
at
month-end
that
are
disproportionately
small
compared
to
the
total
invoiced
amounts.
The
month-end
outstanding
balance
are
more
volatile
than
the
monthly
invoice
amounts
because
they
are
affected
by
operational timing issues and
the fact that a balance
is outstanding at month-end
is not necessarily an indication
of increased risk but
rather a matter of operational timing.
Credit risk in respect of trade receivables are generally not
significant and the Company has not developed a sophisticated model
for these basic
credit exposures. The
Company determined to
use a lifetime
loss rate by
expressing write-off experience as
a percentage
of corresponding
invoice amounts
(as opposed
to outstanding
balances). The
allowance for credit
losses related to
these receivables
has
been
calculated
by
multiplying
the
lifetime
loss
rate
with
recent
invoice/origination
amounts.
Management
actively
monitors
performance of these receivables over
short periods of time. Different
balances have different rules to
identify an account in distress.
Once balances
in distress are
identified, specific
allowances are immediately
created. Subsequent
recovery from distressed
accounts
is not significant.
Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related
to the sale of
the Company’s interest in Carbon Tech Limited (“Carbon”),
which was accounted for
as an equity-accounted investment,
of $
0.25
million, net of an allowance for doubtful loans receivable of $
0.25
million as of June 30, 2023, and an amount due related to
the sale of
the loan,
with a face
value of
$
3.0
million, which was
sold in September
2022 for
$
0.75
million, net of
an allowance
for
doubtful loans
receivable of
$
0.75
million, refer
to Note 9
for additional
information. The Company
received the
outstanding $
0.25
million
related
to the
sale of
the equity
-accounted
investment in
October
2023,
and
has reversed
the allowance
for
doubtful
loans
receivable of
$
0.25
million during
the year
ended June
30, 2024.
The Company
has not
yet received
the outstanding
$
0.75
million
related to the sale of the $
3.0
million loan, and continues to engage with the purchaser to recover
the outstanding balance.
Investment in
7.625
% of Cedar Cellular
Investment 1 (RF) (Pty) Ltd
8.625
% notes represents the
investment in a note which was
due to mature
in August 2022 and
forms part of
Cell C’s
capital structure. The
carrying value as
of each of
June 30, 2024
and 2023,
respectively was $
0
(zero).
No
interest income from the Cedar Cellular note was recorded during the years ended June 30, 2024, 2023
and 2022, respectively.
Interest, if any,
on this investment
will only be
paid, at Cedar
Cellular’s election, on
its maturity which
is in
the process of being extended beyond its original date of August 2022.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-27
4.
ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
(continued)
Accounts receivable, net and other receivables (continued)
The Company does not expect
to recover the amortized cost
basis of the Cedar
Cellular notes due to its
assessment that the equity
in Cell
C currently
has no
value
which
would
result in
there
being
no future
cash flows
to be
collected
from
the debt
security
on
maturity.
The Company could
not calculate an
effective interest
rate on the
Cedar Cellular note
because the carrying
value was zero
($
0.0
million) as of June 30, 2024 and 2023. The Company
therefore could not calculate the present value of the expected cash flows
to be collected from the debt security by discounting these cash flows at the interest rate implicit in the security upon acquisition (at a
rate of
24.82
%) because there are no future cash flows to discount.
Other receivables include prepayments, deposits, income taxes receivable and
other receivables.
Contractual maturities of held to maturity investments
Summarized below is the contractual maturity of the Company’s
held to maturity investment as of June 30, 2024:
Cost basis
Estimated
fair
value
(1)
Due in one year or less
(2)
$
-
$
-
Due in one year through five years
-
-
Due in five years through ten years
-
-
Due after ten years
-
-
Total
$
-
$
-
(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the
Company’s portion of the assets held by
Cedar Cellular, namely,
Cedar Cellular’s investment in Cell C.
(2) The cost basis is zero ($
0.0
million).
Finance loans receivable, net
The Company’s finance
loans receivable, net, as of June 30, 2024, and June 30, 2023, is presented in the table
below:
June 30,
June 30,
2024
2023
Microlending finance loans receivable, net
$
28,184
$
20,605
Microlending finance loans receivable, gross
30,131
22,037
Allowance for credit losses - finance loans receivable, end of period
1,947
1,432
Beginning of period
1,432
1,394
Reversed to statement of operations
(210)
-
Charged to statement of operations
2,454
1,452
Utilized
(1,795)
(1,214)
Foreign currency adjustment
66
(200)
Merchant finance loans receivable, net
15,874
16,139
Merchant finance loans receivable, gross
18,571
18,289
Allowance for credit losses - finance loans receivable, end of period
2,697
2,150
Beginning of period
2,150
297
Reallocation from allowance for credit losses
(1)
-
418
Reversed to statement of operations
(359)
(1,268)
Charged to statement of operations
2,479
3,068
Utilized
(1,672)
-
Foreign currency adjustment
99
(365)
Total finance
loans receivable, net
$
44,058
$
36,744
(1) Represents reallocation of
a portion of the
Merchant allowance for credit losses
- finance loans receivable
as of June 30,
2022,
which was included in the allowance for credit losses as of June 30, 2022.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-28
4.
ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
(continued)
Finance loans receivable, net (continued)
Total finance
loans receivable, net, comprises microlending finance loans receivable related to the Company’s
microlending
operations
in South
Africa as
well as
its merchant
finance loans
receivable related
to Connect’s
lending activities
in South
Africa.
Certain merchant finance
loans receivable with
an aggregate balance
of $
15.2
million as
of June 30,
2024 have been
pledged as security
for the Company’s revolving
credit facility (refer to Note 12).
Allowance for credit losses
Microlending finance loans receivable
Microlending finance loans receivable is related to the Company’s
microlending operations in South Africa whereby it provides
unsecured short-term
loans to qualifying
customers. Loans to customers
have a tenor
of up to
six months
, with the majority
of loans
originated having
a tenor of
six months
. The Company
analyses this lending
book as a
single portfolio
because the
loans within the
portfolio have similar characteristics and management uses similar processes to monitor and assess
the credit risk of the lending book.
Refer to Note 6 related to the Company risk management process related to these
receivables.
The Company has operated this lending book for more than
five years
and uses historical default experience over the lifetime of
loans in order
to calculate a
lifetime loss rate
for the lending
book. The allowance
for credit losses
related to these
microlending finance
loans receivables
is calculated
by multiplying
the lifetime
loss rate
with the
month end
outstanding lending
book. The
lifetime loss
rate as of each
of July 1, 2023
and June 30,
2024, was
6.50
%. The performing
component (that is, outstanding
loan payments not
in
arrears) of the book exceeds more than
98
% of outstanding lending book as of June 30, 2024.
Merchant finance loans receivable
Merchant finance loans
receivable is related
to the Company’s
Merchant lending activities
in South Africa
whereby it provides
unsecured
short-term loans
to qualifying
customers. Loans
to customers
have a
tenor of
up to
twelve months
, with
the majority
of
loans originated having a tenor of approximately
eight months
. The Company analyses this lending book as a single portfolio because
the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk
of the lending book.
Refer to Note 6 related to the Company risk management process related to these receivables.
The
Company
has
recently
(in
the
past
three years
)
commenced
lending
to
merchant
customers
and
uses
historical
default
experience over
the lifetime of
loans generated thus
far in order
to calculate a
lifetime loss rate
for the lending
book. The allowance
for credit losses related to these merchant finance loans receivables
is calculated by adding together actual receivables in
default plus
multiplying the lifetime
loss rate with the
month-end outstanding lending
book. The lifetime loss
rate as of each
of July 1, 2023
and
June
30,
2024,
was
approximately
1.18
%.
The
performing
component
(that
is,
outstanding
loan
payments
not
in
arrears),
under-
performing
component (that
is, outstanding
loan payments
that are
in arrears)
and non-performing
component (that
is, outstanding
loans
for
which
payments
appeared
to have
ceased)
of the
book represents
approximately
84
%,
15
% and
1
%,
respectively,
of the
outstanding lending book as of June 30, 2024.
5.
INVENTORY
The Company’s inventory
comprised the following categories as of June 30, 2024, and 2023.
June 30,
June 30,
2024
2023
Raw materials
$
2,791
$
2,819
Work in
progress
71
30
Finished goods
15,364
24,488
$
18,226
$
27,337
As of June
30, 2024 and
2023, finished goods
includes $
1.8
million and $
8.6
million, respectively,
of Cell C
airtime inventory
that was
previously classified
as finished
goods subject
to sale restrictions.
In support
of Cell C’s
liquidity position
and pursuant
to
Cell C’s
recapitalization process,
the Company
limited the
resale of
this airtime
to its
own distribution
channels. On
September 30,
2022, Cell C concluded its recapitalization process and the Company and Cell
C entered into an agreement under which Cell C
agreed
to
repurchase,
from
October
2023,
up
to
ZAR
10
million
of
Cell
C
inventory
from
the
Company
per
month.
The
amount
to
be
repurchased by
Cell C was
calculated as
ZAR
10
million less the
face value
of any
sales made
by the
Company during
that month.
The Company’s
ability to
sell this
airtime increased
significantly since
the acquisition
of Connect
because Connect
is a
significant
reseller of Cell C airtime. As a result, the Company sold higher volumes of airtime through this channel than it did prior to the Cell C
recapitalization. The Company agreed to notify Cell C prior to selling any of this airtime, however,
there was no restriction placed on
the Company on the sale of the airtime. The Company has sold all of this inventory
as of the end of August 2024.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-29
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS
Fair value of financial instruments
Initial recognition and measurement
Financial instruments
are recognized
when the
Company becomes
a party
to the
transaction. Initial
measurements are
at cost,
which includes transaction costs.
Risk management
The Company manages its exposure
to currency exchange, translation, interest rate,
credit, microlending credit and equity price
and liquidity risks as discussed below.
Currency exchange risk
The Company is subject to currency exchange risk because it purchases components
for its vaults, that the Company assembles,
and inventories
that it is
required to
settle in other
currencies, primarily
the euro, renminbi,
and U.S. dollar.
The Company
has used
forward contracts in order to limit its
exposure in these transactions to fluctuations
in exchange rates between the South African
rand
(“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand.
Translation risk
Translation risk relates to
the risk that
the Company’s results of operations
will vary significantly
as the U.S.
dollar is its
reporting
currency,
but it earns a
significant amount of its
revenues and incurs a
significant amount of its
expenses in ZAR. The
U.S. dollar to
the ZAR
exchange rate
has fluctuated
significantly over
the past
three years.
As exchange
rates are
outside the
Company’s
control,
there can be no
assurance that future fluctuations will
not adversely affect the Company’s results of operations and
financial condition.
Interest rate risk
As a result of its
normal borrowing activities, the Company’s operating results are exposed to fluctuations in
interest rates, which
it manages primarily through regular financing activities. Interest rates in South Africa have been trending upwards
in recent quarters
but have,
as of the
date of
these consolidated
annual financial
statements, stabilized
and are
expected to
remain at
current levels,
or
perhaps even
decline moderately
towards the last
quarter of calendar
- Therefore,
ignoring the impact
of changes to
the margin
on its borrowings (refer to Note 12), the Company expects its
cost of borrowing to remain stable, or even to decline moderately, in the
foreseeable
future, however
if the
upward trend
resumes
the Company
would
expect
higher interest
rates in
the future
which
will
increase its
cost of
borrowing. The
Company periodically
evaluates the
cost and
effectiveness
of interest
rate hedging
strategies to
manage
this
risk.
The
Company
generally
maintains
surplus
cash
in
cash
equivalents
and
held
to
maturity
investments
and
has
occasionally invested in marketable securities.
Credit risk
Credit
risk
relates
to
the
risk
of
loss
that
the
Company
would
incur
as
a
result
of
non-performance
by
counterparties.
The
Company
maintains
credit
risk
policies
in
respect
of
its
counterparties
to
minimize
overall
credit
risk.
These
policies
include
an
evaluation
of
a
potential
counterparty’s
financial
condition,
credit
rating,
and
other
credit
criteria
and
risk
mitigation
tools
as
the
Company’s
management deems appropriate.
With respect
to credit risk on
financial instruments, the
Company maintains a
policy of
entering
into such
transactions only
with South
African
and European
financial institutions
that have
a credit
rating of
“B” (or
its
equivalent) or better, as determined by credit
rating agencies such as Standard & Poor’s, Moody’s
and Fitch Ratings.
Consumer microlending credit
risk
The Company
is exposed
to credit
risk in
its Consumer
microlending activities,
which provides
unsecured short-term
loans to
qualifying customers.
Credit bureau
checks as
well as
an affordability
test are
conducted as
part of
the origination
process, both
of
which are in line with local regulations. The Company considers this
policy to be appropriate because the affordability test it
performs
takes into account
a variety of
factors such
as other debts
and total expenditures
on normal household
and lifestyle expenses.
Additional
allowances
may
be required
should the
ability of
its customers
to make
payments when
due
deteriorate
in the
future. Judgment
is
required to assess
the ultimate recoverability
of these finance
loan receivables, including
ongoing evaluation
of the creditworthiness
of each customer.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-30
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Risk management (continued)
Merchant lending
The Company maintains an allowance for
doubtful finance loans receivable related to
its Merchant services segment with
respect
to short-term loans to qualifying merchant customers. The
Company’s risk management procedures include adhering to its proprietary
lending criteria which uses
an online-system loan application
process, obtaining necessary customer transaction-history
data and credit
bureau checks.
The Company considers
these procedures
to be appropriate
because it takes
into account
a variety of
factors such
as
the customer’s credit capacity and customer-specific
risk factors when originating a loan.
Equity price and liquidity risk
Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price
of equity
securities that
it holds.
The market
price of
these securities
may fluctuate
for a
variety of
reasons and,
consequently,
the
amount that the Company may obtain in a subsequent sale of these securities may significantly differ
from the reported market value.
Equity liquidity risk
relates to the risk
of loss that the
Company would incur as
a result of the lack
of liquidity on the
exchange
on
which
those
securities
are
listed.
The
Company
may
not be
able
to
sell some
or
all
of
these
securities
at
one
time,
or
over
an
extended period of time without influencing the exchange-traded price,
or at all.
Financial instruments
Fair value
is defined
as the price
that would
be received
upon sale
of an
asset or
paid upon
transfer of
a liability
in an orderly
transaction between
market participants
at the
measurement date
and in
the principal
or most
advantageous market
for that
asset or
liability. The
fair value should be calculated based
on assumptions that market participants
would use in pricing the asset
or liability,
not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk
including the Company’s own credit
risk.
Fair value measurements and inputs are categorized into a
fair value hierarchy which prioritizes the inputs into
three levels based
on the
extent to which
inputs used
in measuring
fair value
are observable
in the
market. Each fair
value measurement
is reported in
one of the three levels which is determined by the lowest level input that is significant
to the fair value measurement in its entirety.
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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-31
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
Asset measured at fair value using significant unobservable inputs – investment
in Cell C
The Company’s
Level 3 asset represents
an investment of
75,000,000
class “A” shares in Cell
C, a significant
mobile telecoms
provider in South Africa.
The Company used a discounted cash flow model developed by the Company to determine
the fair value of
its investment
in Cell
C as of
June 30,
2024 and
June 30, 2023,
respectively,
and valued Cell
C at $
0.0
(zero) and
$
0.0
(zero) as
of
June 30, 2024, and June 30, 2023, respectively.
The Company incorporates the payments under Cell C’s
lease liabilities into the cash
flow forecasts and assumes
that Cell C’s
deferred tax assets would
be utilized over the
forecast period. The Company
has assumed a
the marketability
discount of
20
% and a
minority discount from
of
24
%. The Company
utilized the latest
business plan provided
by
Cell C management for the period ended December 31, 2027, for the June 30, 2024, and June 30, 2023, valuations. Adjustments have
been made to the WACC
rate to reflect the Company’s
assessment of risk to Cell C achieving its business plan.
The following key valuation inputs were used as of June 30, 2024 and 2023:
Weighted Average
Cost of Capital ("WACC"):
Between
21
% and
26
% over the period of the forecast
Long-term growth rate:
4.5
% (
4.5
% as of June 30, 2023)
Marketability discount:
21
% (
20
% as of June 30, 2023)
Minority discount:
24
% (
24
% as of June 30, 2023)
Net adjusted external debt - June 30, 2024:
(1)
ZAR
8
billion ($
0.4
billion), no lease liabilities included
Net adjusted external debt - June 30, 2023:
(2)
ZAR
8.1
billion ($
0.4
billion), no lease liabilities included
(1) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2024.
(2) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2023.
The fair value
of Cell C
as of June
30, 2024, utilizing
the discounted
cash flow valuation
model developed
by the Company
is
sensitive to the following inputs: (i) the ability of Cell C to
achieve the forecasts in their business case; (ii) the weighted
average cost
of capital
(“WACC”)
rate used;
and (iii)
the minority
and marketability
discount used.
Utilization of
different inputs,
or changes
to
these inputs, may result in a significantly higher or lower fair value measurement.
The following table presents the impact on the carrying value of the Company’s
Cell C investment of a
1.0
% decrease and
1.0
%
increase in the WACC rate and the EBITDA margins used
in the Cell
C valuation on June
30, 2024, all amounts translated at
exchange
rates applicable as of June 30, 2024:
Sensitivity for fair value of Cell C investment
1.0% increase
1.0% decrease
WACC
rate
$
-
$
1,010
EBITDA margin
$
607
$
-
The fair value of
the Cell C shares as
of June 30, 2024,
represented approximately
0
% of the Company’s
total assets, including
these shares.
The Company expects to
hold these shares for
an extended period
of time and that
there will be short-term
equity price
volatility with respect to these shares particularly given the current situation of
Cell C’s business.
Derivative transactions - Foreign exchange contracts
As part
of the
Company’s
risk management
strategy,
the Company
enters into
derivative transactions
to mitigate
exposures to
foreign
currencies
using
foreign
exchange
contracts. These
foreign
exchange
contracts
are
over-the-counter
derivative
transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B”
(or equivalent)
or better.
The Company
uses quoted
prices in
active markets
for similar
assets and liabilities
to determine
fair value
(Level 2). The Company has no derivatives that require fair value measurement
under Level 1 or 3 of the fair value hierarchy.
The Company had
no
outstanding foreign exchange contracts as of June 30, 2024 and June 30,
2023, respectively.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-32
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
Derivative transactions - Foreign exchange option contracts during the year ended June
30, 2022
The Company held a significant amount of U.S. dollars in early fiscal 2022 and intended to use a portion of these funds to settle
part of the purchase
consideration related to the
Connect acquisition. The purchase
consideration was expected
to be settled in
ZAR.
Accordingly,
the
Company
entered
into
foreign
exchange
option
contracts
with
FirstRand
Bank
Limited
acting
through
its
Rand
Merchant Bank division (“RMB”) in November 2021
in order to manage the risk of currency volatility and to fix
the ZAR amount to
be
utilized
for
part
of
the
purchase
consideration
settlement. These
foreign
exchange
option
contracts,
also
known
as
synthetic
forwards, were over-the-counter derivative transactions (Level 2). RMB’s long
-term credit rating is “BB”. The Company used quoted
prices in active markets for similar assets and liabilities to determine fair value
of the foreign exchange option contracts (Level 2).
The Company
marked-to-market the synthetic
forwards as of
December 31, 2021,
using a Black-Scholes
option pricing model
which determined
the respective fair
value of the
options utilizing
current market
parameters. During
the year ended
June 30, 2022,
the Company recorded a net gain of $
3.7
million, which comprised a net gain of $
6.1
million (which includes the reversal of the $
2.4
.
million unrealized
loss which
was previously
recognized) recorded
during the
three months
ended March
2022, and
the unrealized
loss of $
2.4
million recorded during
the three months ended
December 31, 2021.
The net gain is
included in the caption
gain related
to fair value adjustment to currency options in the Company’s consolidated statements of operations for the year ended June 30, 2022.
The following table presents the
Company’s assets measured
at fair value on a recurring basis as of
June 30, 2024, 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)
216
-
-
216
Fixed maturity investments
(included in cash and cash
equivalents)
4,635
-
-
4,635
Total assets at fair value
$
4,851
$
-
$
-
$
4,851
The following table presents the Company’s
assets measured at fair value on a recurring basis as of
June 30, 2023, according to
the fair value hierarchy:
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets
Investment in Cell C
$
-
$
-
$
-
$
-
Related to insurance business
Cash and cash equivalents
(included in other long-term
assets)
258
-
-
258
Fixed maturity investments
(included in cash and cash
equivalents)
3,119
-
-
3,119
Total assets at fair value
$
3,377
$
-
$
-
$
3,377
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-33
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
There have been
no
transfers in or out of Level 3 during the years ended June 30, 2024, 2023 and 2022, respectively.
There was
no
movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level
3, during the years ended June 30, 2024
and 2023. Summarized below is the movement in
the carrying value of assets measured at fair
value on a recurring basis, and categorized within Level 3, during the year
ended June 30, 2024:
Carrying value
Assets
Balance as of June 30, 2023
$
-
Foreign currency adjustment
(1)
-
Balance as of June 30, 2024
$
-
(1) The
foreign currency
adjustment represents
the effects
of the fluctuations
of the South
African rand
against the
U.S. dollar
on the carrying value.
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, 2023:
Carrying value
Assets
Balance as at June 30, 2022
$
-
Foreign currency adjustment
(1)
-
Balance as of June 30, 2023
$
-
(1) The
foreign currency
adjustment represents
the effects
of the fluctuations
of the South
African rand
against the
U.S. dollar
on the carrying value.
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.
Assets and liabilities measured at fair value on a nonrecurring basis
The Company
measures equity
investments without
readily determinable
fair values
at fair
value on
a nonrecurring
basis. The
fair values of
these investments are
determined based on
valuation techniques using
the best information
available, and may
include
quoted market prices, market comparables, and discounted cash flow
projections. An impairment charge is recorded when the cost
of
the
asset
exceeds
its
fair
value
and
the
excess
is
determined
to
be
other-than-temporary.
Refer
to
Note
9
for
impairment
charges
recorded during the
reporting periods presented
herein. The Company
has
no
liabilities that
are measured at
fair value
on a
nonrecurring
basis.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-34
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,
2024 and 2023:
June 30,
June 30,
2024
2023
Cost
Vaults
$
24,641
$
19,229
Computer equipment
44,538
35,158
Furniture and office equipment
9,365
7,508
Motor vehicles
3,088
2,070
Plant and machinery
66
45
81,698
64,010
Accumulated depreciation:
Vaults
8,838
4,353
Computer equipment
32,871
25,645
Furniture and office equipment
6,854
5,602
Motor vehicles
1,165
955
Plant and machinery
34
8
49,762
36,563
Carrying amount:
Vaults
15,803
14,876
Computer equipment
11,667
9,513
Furniture and office equipment
2,511
1,906
Motor vehicles
1,923
1,115
Plant and machinery
32
37
$
31,936
$
27,447
8.
LEASES
The
Company
has
entered into
leasing
arrangements
classified
as operating
leases under
accounting
guidance.
These leasing
arrangements
relate primarily
to the
lease of
its corporate
head
office,
administration
offices,
a manufacturing
facility,
and branch
locations through which the
Company operates its financial services
business in South Africa.
The Company’s
operating leases have
a remaining
lease term
of between
one year
to
five years
. The
Company also
operates parts
of its
financial services
business from
locations which it leases for a period of less than
one year
.
The Company’s
operating lease expense
during the years
ended June 30,
2024, 2023 and
2022, was $
3.2
million, $
2.9
million,
and $
4.0
million, respectively. The Company
does not have any significant leases that have not commenced as of June 30, 2024.
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,
2024, 2023 and 2022, was $
3.6
million, $
4.2
million and $
4.9
million, respectively.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-35
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, 2024 and 2023:
June 30,
June 30,
2024
2023
Right-of-use assets obtained in exchange for lease obligations
Weighted average
remaining lease term (years)
3.07
1.77
Weighted average
discount rate
10.5
%
9.7
%
Maturities of operating lease liabilities
2025
$
3,143
2026
2,442
2027
1,864
2028
1,226
2029
156
Thereafter
-
Total undiscounted
operating lease liabilities
8,831
Less imputed interest
1,401
Total operating lease liabilities,
included in
7,430
Operating lease liability - current
2,343
Operating lease liability - long-term
$
5,087
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, 2024 and 2023, was as follows:
June 30,
June 30,
2024
2023
Sandulela Technology
Proprietary Limited ("Sandulela")
49
%
49
%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)
50
%
50
%
Finbond Group Limited (“Finbond”)
-
%
28
%
Finbond
In December
2023, the
Company sold
its entire
remaining equity
interest in
Finbond which
comprised of
220,523,358
shares,
and which represented approximately
27.8
% of Finbond’s issued and
outstanding ordinary shares immediately
prior to the
sale. Lesaka
SA had pledged, among other things, its entire equity interest in Finbond as security for the South African facilities described in Note
12.
Sale of Finbond shares during the years ended
June 30, 2024, 2023 and 2022
On
August
10,
2023,
the
Company,
through
its
wholly
owned
subsidiary
Net1
Finance
Holdings
(Pty)
Ltd,
entered
into
an
agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR
64.2
million ($
3.5
million), or
ZAR
0.2911
per share. The transaction was subject to certain conditions, including regulatory and shareholder approvals, which were
finalized in December 2023. The
Company did
no
t record a gain or loss on the disposal
because the sale proceeds were equivalent
to
the net carrying
value, including accumulated
reserves, of the
investment in Finbond
as of
the disposal
date. The cash
proceeds received
of ZAR
64.2
million ($
3.5
million) were used to repay capitalized interest under our borrowing facilities, refer
to Note 12.
The
Company
sold
25,456,545
and
22,841,030
shares
in
Finbond
for
cash
during
the
years
ended
June
30,
2023
and
2022,
respectively, and recorded a loss of $
0.4
million and $
0.4
million in the caption loss
on equity-accounted investment in the
Company’s
consolidated statement of operations for the years ended June 30,
2023 and 2022.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-36
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Equity-accounted investments (continued)
Finbond (continued)
Sale of Finbond shares during the years ended
June 30, 2024, 2023 and 2022 (continued)
The following table presents the calculation of
the loss on disposal of Finbond
shares during the years ended June
30, 2024, 2023
and 2022:
Year
ended June 30,
2024
2023
2022
Loss on disposal of Finbond shares:
Consideration received in cash
$
3,508
$
265
$
865
Less: carrying value of Finbond shares sold
(2,112)
(363)
(630)
Less: release of foreign currency translation reserve from accumulated
other comprehensive loss
(1,543)
(252)
(620)
Add: release of stock-based compensation charge related
to equity-
accounted investment
147
9
9
Loss on sale of Finbond shares
$
-
$
(341)
$
(376)
Finbond impairments
recorded during
the year ended June 30, 2024
As noted
earlier,
the Company
entered into
an agreement
to exit
its position
in Finbond
and the
Company considered
this an
impairment indicator. The
Company is required to include any foreign currency translation reserve
and other equity account amounts
in its impairment assessment if it considers exiting an equity method investment. The Company performed an impairment assessment
of its
holding in
Finbond, including
the foreign
currency translation
reserve and
other equity
account amounts,
as of September
30,
- The Company recorded an impairment loss of $
1.2
million during the quarter ended September 30, 2023, which represented the
difference between
the determined fair value
of the Company’s
interest in Finbond and
the Company’s
carrying value, including
the
foreign currency
translation reserve
(before the
impairment). The
Company used
the price
of ZAR
0.2911
referenced in
the August
2023 agreement referred to above to calculate the determined fair value for Finbond.
Finbond impairments
recorded during
the year ended June 30, 2023
The Company
considered the combination
of the ongoing
losses incurred and
reported by Finbond
and its lower
share price as
impairment indicators as of
September 30, 2022. The
Company performed an impairment
assessment of its holding
in Finbond as of
September 30,
- The Company
recorded an impairment
loss of $
1.1
million during the
year ended
June 30, 2023,
related to the
other-than-temporary
decrease
in
Finbond’s
value,
which
represented
the
difference
between
the
determined
fair
value
of
the
Company’s interest
in Finbond and the Company’s
carrying value (before the impairment).
During fiscal 2023, there continued
to be
limited trading
in Finbond
shares on
the JSE
because a
small number
of shareholders
owned approximately
80
% of
its issued
and
outstanding shares between them. The Company calculated a fair value per share for Finbond by applying a liquidity discount of
25
%
to the September 30, 2022, Finbond closing price of ZAR
0.49
. The Company increased the liquidity discount from
15
% (used in the
previous impairment assessment)
to
25
% (used in
the September 30,
2022 assessment) as
a result of
the ongoing limited
trading activity
observed on the JSE.
Carbon
In September
2022, the
Company,
through its
wholly-owned subsidiary,
Net1 Applied
Technologies
Netherlands B.V.
(“Net1
BV”),
entered
into
a binding
term
sheet
with the
Etobicoke
Limited
(“Etobicoke”)
to sell
its entire
interest, or
25
%,
in Carbon
to
Etobicoke for $
0.5
million and a loan
due from Carbon, with
a face value of
$
3
million, to Etobicoke for $
0.75
million. Both the equity
interest and
the loan had
a carrying value
of $
0
(zero) at June
30, 2022. The
parties agreed that
Etobicoke pledge the
Carbon shares
purchased as security for the amounts outstanding under the binding term sheet.
The
Company
received
$
0.25
million
on
closing
and
the
outstanding
balance
due
by
Etobicoke
was
expected
to
be
paid
as
follows: (i) $
0.25
million on September 30, 2023 (the amount was received in October 2023), and (ii) the remaining amount, of $
0.75
million in March
2024 (the amount
has not been
received as of
June 30, 2024
(refer to Note
4)). Both amounts
were included in
the
caption accounts receivable, net and
other receivables in the
Company’s consolidated balance sheet as of June
30, 2023. The Company
has allocated the $
0.25
million received on closing
to the sale of
the equity interest and
allocated the subsequent
funds received first
to the sale of the equity interest and then to the loans.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-37
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Equity-accounted investments (continued)
Carbon (continued)
The Company
believed that
the fair
value of
the Carbon
shares provided
as security
was $
0
(zero), which
was in
line with
the
carrying value as
of June 30, 2022,
and created an allowance
for doubtful loans receivable
related to the $
1.0
million previously due
from Etobicoke.
The Company
did not
incur any significant
transaction costs.
The Company
has included
the gain of
$
0.25
million
related to the sale of the Carbon equity interest in the caption net
gain on disposal of equity-accounted investments in the Company’s
consolidated statements of operations.
The following table presents the calculation of the gain on disposal of Carbon
during the year ended June 30, 2023:
Year
ended
June 30,
2023
Gain on disposal of Carbon shares:
Consideration received in cash in September 2022
$
250
Less: carrying value of Carbon
-
Gain on disposal of Carbon shares:
(1)
$
250
(1)
The
Company
did
not
pay
taxes
related
to
the
sale
of
Carbon
because
the
base
cost
of
its
investment
exceeds
the
sales
consideration
received.
The Company
does not
believe
that it
will be
able to
utilize the
loss generated
because
Net1 BV
does
not
generate taxable income.
Bank Frick
Sale of entire interest in Bank Frick in February 2021 – receipt of cash proceeds during the year ended June 30, 2022
On February 3, 2021,
the Company, through its wholly-owned subsidiary, Net1 Holdings LI
AG (“Net1 LI”), entered
into a share
sales agreement
with the Frick
Family Foundation
(“KFS”) to sell
its entire interest,
or
35
%, in Bank
Frick to KFS
for $
30
million.
Lesaka and certain entities within the
IPG group also entered into an
indemnity and release agreement with KFS
and Bank Frick under
which
the
parties
agreed
to
terminate
all existing
arrangements
with
Bank
Frick
and
settle all
liabilities
related
to
the
Company’s
activities with Bank Frick
through the payment of
$
3.6
million to KFS. The Company
received $
15.0
million, net, on closing, which
comprised $
18.6
million less the
$
3.6
million due to
KFS to terminate
all existing arrangements
with Bank Frick
and settle all
liabilities
related to IPG’s activities with Bank Frick. The outstanding
balance due by KFS of $
11.4
million was received in full during the year
ended June 30, 2022.
V2 Limited
The Company sold its investment in V2 Limited, now named VantagePay,
(“V2”),
an equity accounted investment, on April 22,
2021,
for
one
dollar.
The
Company
had
also
committed
to provide
V2
with
a working
capital
facility
of $
5.0
million,
which
was
subject to
the achievement
of certain
pre-defined objectives,
and in
June 2020
it provided
$
0.5
million to
V2 under
this facility.
In
September 2020, the Company and V2 agreed to reduce the $
5.0
million working capital facility to $
1.5
million. In October 2020, V2
drew down the remaining available $
1.0
million of the working capital facility. The Company created an allowance for doubtful loans
receivable of $
1.5
million during the year
ended June 30, 2021,
related to the full
amount outstanding as of
June 30, 2021. This
amount
was still outstanding as of June 30, 2024.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-38
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, 2024
and 2023,
which
includes the investment in equity and the investment in loans provided
to equity-accounted investees:
Finbond
Other
(1)
Total
Investment in equity
Balance as of June 30, 2022
$
5,760
$
101
$
5,861
Stock-based compensation
28
-
28
Comprehensive loss:
(1,271)
89
(1,182)
Other comprehensive income
3,935
-
3,935
Equity accounted (loss) earnings
(5,206)
89
(5,117)
Share of net (loss) income
(4,096)
89
(4,007)
Impairment
(1,110)
-
(1,110)
Dividends received
-
(42)
(42)
Sale of shares in equity-accounted investment
(506)
-
(506)
Foreign currency adjustment
(2)
(971)
(17)
(988)
Balance as of June 30, 2023
3,040
131
3,171
Stock-based compensation
14
-
14
Comprehensive (loss) income:
(956)
166
(790)
Other comprehensive income
489
-
489
Equity accounted (loss) earnings
(1,445)
166
(1,279)
Share of (loss) net income
(278)
166
(112)
Impairment
(1,167)
-
(1,167)
Dividends received
-
(95)
(95)
Sale of shares in equity-accounted investment
(2,096)
-
(2,096)
Foreign currency adjustment
(2)
(2)
4
2
Balance as of June 30, 2024
$
-
$
206
$
206
Investment in loans:
Balance as of June 30, 2022
$
-
$
-
$
-
Loans repaid
-
(112)
(112)
Loans granted
-
112
112
Balance as of June 30, 2023
-
-
-
Balance as of June 30, 2024
$
-
$
-
$
-
Equity
Loans
Total
Carrying amount as of :
June 30, 2023
$
3,171
$
-
$
3,171
June 30, 2024
$
206
$
-
$
206
(1) Includes Carbon,
Sandulela and SmartSwitch Namibia;
(2) The foreign
currency adjustment represents
the effects
of the fluctuations
of the ZAR,
Nigerian naira
and Namibian dollar,
against the U.S. dollar on the carrying value.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-39
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,
2024, and June 30, 2023:
June 30,
June 30,
2024
2023
Total equity investments
$
76,297
$
76,297
Investment in
10
% (June 30, 2023:
10
%) of MobiKwik
(1)
76,297
76,297
Investment in
5
% of Cell C (June 30, 2023:
5
%) at fair value (Note 6)
-
-
Investment in
87.50
% of CPS (June 30, 2023:
87.50
%) at fair value
(1)(2)
-
-
Policy holder assets under investment contracts (Note 11)
216
257
Reinsurance assets under insurance contracts (Note 11)
1,469
1,040
Total other long-term
assets
$
77,982
$
77,594
(1)
The Company
determined
that
MobiKwik
and CPS
do not
have
readily
determinable
fair
values and
therefore
elected to
record these investments
at cost minus impairment,
if any,
plus or minus changes
resulting from observable
price changes in orderly
transactions for the identical or a similar investment of the same issuer.
(2) On October 16, 2020,
the High Court of
South Africa, Gauteng Division, Pretoria
ordered that CPS be
placed into liquidation.
MobiKwik
The Company
signed a
subscription agreement
with MobiKwik,
which is
one of
India’s
largest independent
mobile payments
networks and buy now
pay later businesses.
Pursuant to the
subscription agreement, the Company agreed
to make an
equity investment
of up to $
40.0
million in MobiKwik over a
24
-month period. The Company made an
initial $
15.0
million investment in August 2016
and a
further
$
10.6
million investment
in June
2017,
under this
subscription
agreement.
During the
year ended
June 30,
2019, the
Company paid $
1.1
million to subscribe
for additional shares in
MobiKwik. As of
each of June 30,
2024 and 2023, respectively,
the
Company owned approximately
10
% of MobiKwik’s issued share capital.
In October
2021, the
Company converted
(at a
rate of
approximately
20
for 1)
its
310,781
shares of
compulsorily convertible
cumulative
preferences
shares
to
6,215,620
equity
shares
in
anticipation
of
MobiKwik’s
initial
public
offering.
The
Company’s
investment
percentage
remained
unchanged
following
the
conversion.
The
Company
did
not
identify
any
observable
transactions
during the years ended June 30, 2024,
2023 and 2022, respectively,
and therefore there was no change in
the fair value of MobiKwik
during these years. Change in the fair value of MobiKwik are included in the caption “Change in fair value of equity securities” in the
consolidated statement of operations. 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. The
Company
used the
valuation
from
MobiKwik’s June 2021
capital raise as the basis for its fair value determination of $
76.3
million.
Cell C
On
August
2,
2017,
the
Company,
through
its
subsidiary,
Net1SA,
purchased
75,000,000
class
“A”
shares
of
Cell
C
for
an
aggregate purchase price of ZAR
2.0
billion ($
151.0
million) in cash. The Company funded the transaction through
a combination of
cash and a
borrowing facility.
Net1 SA has
pledged, among other
things, its entire
equity interest in
Cell C as
security for the
South
African
facilities
described
in
Note
12.
On
September
30,
2022,
Cell C
completed
its recapitalization
process
which
included
the
issuance of additional equity instruments by Cell C. The Company’s effective percentage holding in Cell C’s equity
has reduced from
15
% to
5
% following the recapitalization. The Company’s
investment in Cell C is carried at fair value. Refer
to Note 6 for additional
information regarding changes in the fair value of Cell C.
CPS
The Company
deconsolidated
its investment
in CPS
in May
- As
of June
30, 2024
and 2023,
respectively,
the Company
owned
87.5
% of CPS’ issued share capital.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-40
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Other long-term assets (continued)
Revix
In February 2022,
the Company sold its
entire interest in
Revix UK Limited
for cash of
$0.7 million because
the Company did
not consider
the investment
core to
its strategy
to operate
primarily
in Southern
Africa. The
Company
had
previously written
this
investment to
$
0
(nil) and recognized
a gain on
disposal of $
0.7
million, which
is included in
the caption gain
on disposal of
equity
securities in the Company’s
consolidated statements of operations for the year ended June 30, 2022.
Summarized below
are the components
of the Company’s
equity securities
without readily
determinable fair
value and held
to
maturity investments as of June 30, 2024:
Cost basis
Unrealized
holding gains
Unrealized
holding losses
Carrying
value
Equity securities:
Investment in Mobikwik
$
26,993
$
49,304
$
-
$
76,297
Investment in CPS
-
-
-
-
Held to maturity:
Investment in Cedar Cellular notes
-
-
-
-
Total
$
26,993
$
49,304
$
-
$
76,297
Summarized below are the components of the Company’s
equity securities without readily determinable fair value and held to
maturity investments as of June 30, 2023:
Cost basis
Unrealized
holding gains
Unrealized
holding losses
Carrying
value
Equity securities:
Investment in MobiKwik
$
26,993
$
49,304
$
-
$
76,297
Investment in CPS
-
-
-
-
Held to maturity:
Investment in Cedar Cellular notes
-
-
-
-
Total
$
26,993
$
49,304
$
-
$
76,297
10.
GOODWILL AND INTANGIBLE
ASSETS,
net
Goodwill
Summarized below is the movement in the carrying value of goodwill
for the years ended June 30, 2024, 2023 and 2022:
Gross value
Accumulated
impairment
Carrying value
Balance as of July 1, 2021
$
42,949
$
(13,796)
$
29,153
Acquisition of Connect (Note 3)
(2)
153,693
-
153,693
Foreign currency adjustment
(1)
(21,166)
977
(20,189)
Balance as of June 30, 2022
175,476
(12,819)
162,657
Impairment loss
-
(7,039)
(7,039)
Foreign currency adjustment
(1)
(22,857)
982
(21,875)
Balance as of June 30, 2023
152,619
(18,876)
133,743
Foreign currency adjustment
(1)
5,280
(472)
4,808
Balance as of June 30, 2024
$
157,899
$
(19,348)
$
138,551
(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) – Represents
goodwill arising from
the acquisition of
Connect and translated
at the foreign exchange
rate applicable on the
date the transaction became effective. This goodwill has been
allocated to the merchant reportable operating segment.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-41
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Goodwill (continued)
Goodwill
associated
with
the
acquisition
of
Connect
represents the
excess
of
cost
over
the
fair
value
of
acquired
net assets.
Connect goodwill
is not deductible
for tax purposes.
See Note 3
for the allocation
of the purchase
price to the
fair value of
acquired
net assets.
Impairment loss
The Company assesses the carrying
value of goodwill for impairment
annually, or
more frequently,
whenever events occur and
circumstances change indicating
potential impairment. The Company
performs its annual impairment
test as at June 30 of
each year.
Except as discussed below,
no
goodwill has been impaired during the years ended June 30, 2024, 2023
and 2022, respectively.
Year ended
June 30, 2023 goodwill impairment loss
The Company
recognized an
impairment loss
of $
7.0
million as
a result
of its
annual impairment
analysis related
to goodwill
allocated
to
its
hardware/
software
support
business
within
its
merchant
operating
segment.
The
impairment
loss
resulted
from
a
reassessment
of
the
business’
growth
prospects
given
the
change
in
customer
demand
as
a
result
of
the
introduction
of
cheaper
hardware devices which incorporate
software widely adopted by our customers
customer-base, coupled with a challenging
economic
environment
in
South
Africa.
The
impairment
is
included
within
the
caption
impairment
loss
in
the
consolidated
statement
of
operations for the year ended June 30, 2023.
In order to determine the
amount of the goodwill
impairment, the estimated fair value
of our hardware/ software support business
assets and liabilities were compared to the carrying
value of its assets and liabilities.
The Company used a discounted cash flow model
in order
to determine
the fair
value of
the business.
Based on
this analysis,
the Company
determined that
the carrying
value of
the
business’ assets and liabilities exceeded their fair value at the reporting date.
In the event that there is a deterioration in the Company’s operating segments, or in any other of the Company’s
businesses, this
may lead
to impairments
in future
periods.
Furthermore, the
difficulties of
integrating acquired
businesses may
be increased
by the
necessity of integrating personnel with disparate
business backgrounds and combining different corporate cultures. The
Company also
may not be able to retain key employees or
customers of an acquired business or realize cost
efficiencies or synergies or other benefits
that it
anticipated when
selecting its
acquisition candidates.
Acquisition candidates
may have
liabilities or
adverse operating
issues
that the Company fails to discover through due diligence prior to the acquisition. These factors may also lead to impairments in future
periods.
Goodwill has been allocated to the Company’s
reportable segments as follows:
Consumer
Merchant
Carrying value
Balance as of July 1, 2021
$
-
$
29,153
$
29,153
Acquisition of Connect (Note 3)
-
153,693
153,693
Foreign currency adjustment
(1)
-
(20,189)
(20,189)
Balance as of June 30, 2022
-
162,657
162,657
Impairment loss
-
(7,039)
(7,039)
Foreign currency adjustment
(1)
-
(21,875)
(21,875)
Balance as of June 30, 2023
-
133,743
133,743
Foreign currency adjustment
(1)
-
4,808
4,808
Balance as of June 30, 2024
$
-
$
138,551
$
138,551
(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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-42
10.
GOODWILL AND INTANGIBLE
ASSETS,
net
Intangible assets
Intangible assets acquired
Summarized below
is the
fair value
of intangible
assets acquired,
translated at
the exchange
rate applicable
as of
the relevant
acquisition dates, and the weighted-average amortization period:
Fair value as of
acquisition date
Weighted-average
amortization
period (in years)
Finite-lived intangible asset:
Acquired during the year ended June 30, 2022:
Connect – integrated platform
$
142,981
10
Connect – customer relationships
20,516
8
Connect – brands
$
15,987
10
Impairment loss
The Company
assesses the carrying
value of
intangible assets
for impairment
whenever events
occur or
circumstances change
indicating that the carrying amount of the intangible asset may not be recoverable.
No
intangible assets have been impaired during the
years ended June 30, 2024, 2023 and 2022, respectively.
Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2024, and June 30,
2023:
As of June 30, 2024
As of June 30, 2023
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Finite-lived intangible assets:
Customer relationships
$
25,880
$
(14,030)
$
11,850
$
24,978
$
(11,565)
$
13,413
Software, integrated
platform and unpatented
technology
115,213
(25,763)
89,450
110,906
(13,711)
97,195
FTS patent
2,107
(2,107)
-
2,034
(2,034)
-
Brands and trademarks
14,353
(4,300)
10,053
13,852
(2,863)
10,989
Total finite-lived
intangible assets
$
157,553
$
(46,200)
$
111,353
$
151,770
$
(30,173)
$
121,597
Aggregate
amortization
expense on
the finite-lived
intangible assets
for
the
years
ended June
30,
2024,
2023
and
2022,
was
approximately $
14.4
million, $
15.0
million and $
3.8
million, respectively.
Future estimated annual amortization expense for the next five
fiscal years and thereafter, using the exchange rates that prevailed
on June
30, 2024, 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 2025
$
14,945
Fiscal 2026
14,944
Fiscal 2027
14,888
Fiscal 2028
14,853
Fiscal 2029
14,743
Thereafter
36,980
Total future
estimated annual amortization expense
$
111,353
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-43
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, 2024 and 2023:
Reinsurance
Assets
(1)
Insurance
contracts
(2)
Balance as of July 1, 2022
$
1,424
$
(1,955)
Increase in policy holder benefits under insurance contracts
785
(5,833)
Claims and policyholders’ benefits under insurance contracts
(986)
5,928
Foreign currency adjustment
(3)
(183)
260
Balance as of June 30, 2023
1,040
(1,600)
Increase in policy holder benefits under insurance contracts
844
(7,610)
Claims and policyholders’ benefits under insurance contracts
(464)
7,043
Foreign currency adjustment
(3)
49
(74)
Balance as of June 30, 2024
$
1,469
$
(2,241)
(1) Included in other long-term assets (refer to Note 9);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
The Company 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).
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, 2024 and 2023:
Assets
(1)
Investment
contracts
(2)
Balance as of July 1, 2022
$
371
$
(349)
Increase in policy holder benefits under investment contracts
6
(6)
Claims and decrease in policyholders’ benefits under investment contracts
(69)
69
Foreign currency adjustment
(3)
(51)
45
Balance as of June 30, 2023
257
(241)
Increase in policy holder benefits under investment contracts
4
(4)
Claims and decrease in policyholders’ benefits under investment contracts
(44)
44
Foreign currency adjustment
(3)
(1)
(15)
Balance as of June 30, 2024
$
216
$
(216)
(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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-44
12.
BORROWINGS
South Africa
The
amounts
below
have
been
translated
at
exchange
rates
applicable
as
of
the
dates
specified.
The
3-month
Johannesburg
Interbank Agreed Rate (“JIBAR”), the rate at which private sector banks borrow funds from the
South African Reserve Bank, on June
30, 2024, was
8.4
%. The prime rate, the benchmark
rate at which private sector banks
lend to the public in South
Africa, on June 30,
2024, was
11.75
%.
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, 2024, the only remaining facilities are
Facility G and Facility H (as defined
below), and Facility
E, an overdraft facility.
Available short-term facility -
Facility E
On
September
26,
2018,
Lesaka
SA
revised
its
amended
July
2017
Facilities
agreement
with
RMB
to
include
Facility
E,
an
overdraft facility of up to ZAR
1.5
billion ($
82.5
million, translated at exchange rates applicable as of June 30, 2024) to fund the cash
in the Company’s
ATMs.
The Facility E overdraft
facility was subsequently
reduced to ZAR
1.2
billion ($
66.0
million, translated at
exchange rates applicable as
of June 30, 2024) in
September 2019. On August
2, 2021, Lesaka SA and
RMB entered into a Letter
of
Amendment to increase Facility
E from ZAR
1.2
billion to ZAR
1.4
billion ($
77.0
million, translated at exchange rates
applicable as
of June 30, 2024).
On January 22, 2024,
Lesaka SA and RMB
entered into a
Letter of Amendment
to decrease Facility E
from ZAR
1.4
billion to ZAR
0.9
billion ($
49.5
million, translated at exchange rates applicable as of June 30, 2024).
Interest
on
the
overdraft
facility
is
payable
on
the
first
day
of
the
month
following
utilization
of
the
facility
and
on
the
final
maturity date based on the South African prime rate. The overdraft facility amount utilized must be repaid in full within one month of
utilization and
at least
90
% of
the amount
utilized must
be repaid
within
25 days
. The
overdraft facility
is secured
by a
pledge by
Lesaka SA
of, among
other things,
cash and
certain bank
accounts utilized
in the
Company’s
ATM
funding process,
the cession
of
Lesaka
SA’s
shareholding
in
Cell
C,
the
cession
of
an
insurance
policy
with
Senate
Transit
Underwriters
Managers
Proprietary
Limited, and
any rights
and claims
Lesaka SA
has against
Grindrod Bank
Limited. As
at June
30, 2024,
the Company
had utilized
approximately ZAR
0.1
billion ($
6.7
million) of
this overdraft
facility.
This overdraft
facility may
only be
used to
fund ATMs
and
therefore the overdraft utilized and converted to cash to fund the Company’s
ATMs
is considered restricted cash.
Long-term borrowings - Facility G and Facility H
On March
16, 2023,
the Company,
through Lesaka
SA, entered
into a
Fifth Amendment
and
Restatement Agreement,
which
includes, among other agreements, an Amended and
Restated Common Terms Agreement (“CTA”), an Amended and Restated Senior
Facility G Agreement (“Facility
G Agreement”) and an
Amended and Restated Senior
Facility H Agreement (“Facility
H Agreement”)
(collectively,
the “Loan
Documents”) with
RMB. Main
Street 1692
(RF) Proprietary
Limited (“Debt
Guarantor”), a
South African
company incorporated
for the sole
purpose of
holding collateral for
the benefit of
the Lenders and
acting as debt
guarantor is also
a
party to
the Loan
Documents. Pursuant
to the
Facility G
Agreement,
Lesaka SA
may borrow
up to
an aggregate
of approximately
ZAR
708.6
million. Facility G now
includes a term loan
of ZAR
508.6
million and a
revolving credit facility of
up to ZAR
200
million.
Pursuant to the Facility H Agreement, Lesaka SA may borrow up to an aggregate
of approximately ZAR
357.4
million.
The Loan
Documents contain
customary
covenants that
require Lesaka
SA to
maintain a
specified total
asset cover
ratio and
restrict the ability of Lesaka, Lesaka SA, and certain of its subsidiaries to make
certain distributions with respect to their capital stock,
prepay
other debt,
encumber their
assets, incur
additional indebtedness,
make investment
above specified
levels, engage
in certain
business combinations and engage in other corporate activities. The
March 16, 2023, amendments to the CTA
include an amendment
to the asset cover
ratio to change the
Covenant Equity Value
(as defined in
the CTA)
definition to include
90
% of the book
value of
the Lesaka Financial Service Proprietary Limited (formerly known as Moneyline Financial Service Proprietary Limited)
receivables,
and to deduct the net debt
(as defined in the CTA) of Cash Connect Management Solutions
Proprietary Limited (“CCMS”) and K2021
Proprietary Limited (“K2021”) from the respective CCMS and
K2021 valuations. When determining the Covenant Equity Value,
the
value of the aggregate of the CCMS Equity Value
(as defined in the CTA) and the K2021 Equity Value
(as defined in the CTA) must
be at least
50
per cent of the Covenant Equity Value.
To the extent that the value of the
aggregate of the CCMS Equity Value
and the
K2021 Equity Value
is not at least
50
per cent of the
Covenant Equity Value,
the Covenant Equity Value
will be reduced so
that the
aggregate of the CCMS Equity Value and the K2021 Equity Value
is
50
per cent of the Covenant Equity Value. The amendments also
include the removal of a requirement to maintain a minimum group cash balance.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-45
12.
BORROWINGS (continued)
South Africa (continued)
RMB Facilities, as amended, comprising a short-term facility (Facility E) and
long-term borrowings (continued)
Interest on Facility
G and Facility
H (together,
the “Facilities”) was based
on JIBAR in effect
from time to
time plus a margin,
as a result
of the amendment,
from January
1, 2023 of:
(i)
5.50
% for as
long as the
aggregate balance
under the
Facilities is greater
than ZAR
800
million; (ii)
4.25
% if
the aggregate
balance under
the Facilities
is equal
to or
less than ZAR
800
million, but
greater
than ZAR 350
million; or (iii)
2.50
% if the
aggregate balance under the
Facilities is less
than ZAR
350
million. Interest on
the Facilities
may be capitalized
to each of
the facilities, and
will be repaid
on the maturity
date, provided that
the sum of
the outstanding facility
(including interest and fees) plus any accrued interest does
not exceed
1.2
times of the Facilities outstanding balance. Any interest that
exceeds this cap must be settled in full on a quarterly basis.
On
November
24,
2023,
the
Company,
through
Lesaka
SA,
entered
into
an
Amendment
and
Restatement
Agreement
(the
“Amendment”), which
includes an
amendment to
the interest rate
applicable to
Facility G and
Facility H,
respectively.
Under these
amendments a Look Through Leverage (“LTL”)
ratio, as defined in the Amendment,
was added. The LTL
ratio is expressed as times
(“x”), and was introduced to calculate
the margin used in the determination of
the interest rate. The LTL ratio is calculated as the
Total
Attributable Net
Debt, as defined
in the Loan
Documents, to
the Total
Attributable EBITDA,
as defined
in the
Amendment, for
the
measurement period ending on a specified date.
Interest on
Facility G
and Facility H
is based
on the
JIBAR in
effect from
time to
time plus
a margin,
which as
a result of
the
Amendment, from October 1, 2023,
will be calculated as: (i)
5.50
% if the LTL
ratio is greater than 3.50x; (ii)
4.75
% if the LTL
ratio
is less than 3.50x but greater than 2.75x; (iii)
3.75
% if the LTL ratio is less than 2.75x but greater than 1.75x; or (iv)
2.50
% if the LTL
ratio is less than 1.75x.
Lesaka SA will pay a quarterly commitment fee computed at a rate of
35
% of the Applicable Margin (as defined in the CTA) on
the amount of the revolving credit facility outstanding
and such commitment fee will also be capitalized,
subject to the cap discussed
above.
The Facilities are repayable in
full on or before
December 31, 2025. The Company
used cash proceeds of ZAR
64.2
million ($
3.5
million) received from
the sale of Finbond
shares (refer to Note
9) during the year
ended June 30, 2024,
to repay capitalized interest
under Facility G and Facility H.
The then
available
amounts available
under
the Facilities
were utilized,
in full,
on April
14,
2022,
primarily
to part
fund the
acquisition
of Connect.
In
April 2022,
Lesaka SA
paid
non-refundable
deal
origination
fees of
ZAR
11.25
million
and
ZAR
5.25
million to the Lenders related to Facility G and Facility H, respectively.
The Facility H
Agreement provides the Lenders
with a right
to discuss the
capitalization of the Lesaka
group with its
management
and Value
Capital Partners Proprietary
Limited (“VCP”) if Lesaka’s
market capitalization on
the NASDAQ Stock Market
(based on
the closing price
on the NASDAQ Stock
Market) on any day
falls below the USD
equivalent of ZAR
3.250
billion. VCP is required
to maintain an asset cover ratio above
5.00
:1.00, calculated as the total VCP investment fund net
asset value (as defined in the Facility
H agreement) divided by the Facility H borrowings outstanding, measured as of March, June, September and December
each year (as
applicable) (each a
“Measurement Date”). The Lenders
require Lesaka SA to
deliver a compliance certificate
procured from VCP as
of each applicable Measurement Date, which shows the computation
of the asset cover ratio.
Connect Facilities, comprising long-term borrowings and a short-term facility
On March 22, 2023,
the Company, through CCMS, entered
into a First
Amendment and Restatement Agreement, which
includes,
among other
agreements, an
Amended
and Restated
Facilities Agreement
(“CCMS Facilities
Agreement”)
with RMB.
The CCMS
Facilities Agreement was
amended to increase
the Facility B available
under the CCMS Facilities
Agreement by ZAR
200.0
million
to ZAR
550.0
million. The
final maturity
date has
been extended
to December
31, 2027,
and scheduled
principal repayments
have
been amended, with the
first scheduled repayment commencing from March 31, 2026.
As of June
30, 2024, the Connect
Facilities include (i) an
overdraft facility (general banking
facility) of ZAR
205.0
million ($
11.3
million)
(of which
ZAR
170.0
million ($
9.4
million) has
been utilized);
(ii) Facility
A of
ZAR
700.0
million ($
38.5
million);
(iii)
Facility B
of ZAR
550.0
million ($
30.3
million) (both
fully utilized);
and (iv)
an asset-backed
facility of
ZAR
200.0
million ($
11.0
million) (of which ZAR
152.3
million ($
8.4
million)has been utilized).
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-46
12.
BORROWINGS (continued)
South Africa (continued)
Connect Facilities, comprising long-term borrowings and a short-term facility
(continud)
In February 2023, the Company,
through CCMS, obtained a ZAR
175.0
million temporary increase in its overdraft facility for a
period of
four months
to specifically
fund the
purchase of
prepaid airtime
vouchers. This
temporary increase
was repayable
in
four
equal monthly instalments of ZAR
43.8
million and which commenced
in March 2023. In May 2023,
the Company,
through CCMS,
obtained a ZAR
155.0
million temporary increase
in its overdraft facility
for a period of
one month
to specifically fund the
purchase
of prepaid airtime vouchers. This temporary increase was repaid in full in June 2023. Interest at the South Africa prime rate less
0.1
%
was payable on a monthly basis on both of these temporary facilities.
CCMS paid a non-refundable structuring fee of approximately ZAR
5.5
million during the year ended June 30, 2022. Interest on
Facility A and Facility
B is payable quarterly in
arrears based on JIBAR
in effect from time to
time plus a margin.
Interest on the asset-
backed facility is payable quarterly in arrears based on prime in effect
from time to time plus a margin.
Borrowings under
the CCMS
Facilities Agreement
are secured
by a
pledge by
CCMS of,
among other
things, all
of its
equity
shares, its
entire equity
interests in
equity securities
it owns
and any
claims outstanding.
The CCMS
Facilities Agreement
contains
customary covenants that require CCMS to maintain specified debt service, interest
cover and leverage ratios.
CCC Revolving Credit Facility, comprising
long-term borrowings
On
November
29,
2022,
the
Company,
through
its
indirect
South
African
subsidiary
Cash
Connect
Capital
(Pty)
Limited
(“CCC”), entered into
a Revolving Credit
Facility Agreement (the
“CCC Loan Document”)
with RMB
and other Company
subsidiaries
within the Connect Group of companies listed therein, as guarantors. The transaction
closed on December 1, 2022.
The CCC Loan Document contains
customary covenants that require CCC and
K2020 to collectively maintain a
specified capital
adequacy ratio, restrict the ability of the entities to make certain distributions with respect to their capital stock,
encumber their assets,
incur additional indebtedness, make investments, engage in certain business
combinations and engage in other corporate activities.
Pursuant
to
the
CCC Loan
Document,
CCC may
borrow
up to
an aggregate
of ZAR
300.0
million
(“CCC Revolving
Credit
Facility”) for the sole purposes of funding CCC’s
consumer lending business, providing a limited recourse loan to
K2020, settling up
to ZAR
35.0
million related to
an intercompany
loan to CCC’s
direct parent,
and paying the
structuring and
execution fee and
legal
costs. The Revolving
Credit Facility replaces
K2020’s existing lending arrangement and
increases the
borrowings available to
facilitate
further growth of the
business. Certain merchant finance
loans receivable have been
pledged as security for
the revolving credit
facility
obtained from
RMB. CCMS
also provided
RMB with
an unsecured
limited guarantee
(“the guarantee”)
in respect
of the
revolving
credit facility entered into between
K2020 and RMB. The guarantee is limited
to a maximum aggregate amount of ZAR
10.0
million
and will become due and payable should there be any default on any of K2020’s
payment obligations to RMB.
Interest on
the Revolving
Credit Facility
is payable
on the last
business day
of each
calendar month and
is based on
the South
African prime rate in effect from time to time plus a margin
of
0.95
% per annum.
The Company
paid a
non-refundable structuring
and execution
fee of ZAR
1.7
million, or
$
0.1
million, including
value added
taxation, to the Lenders on closing.
As of June 30, 2024, the amount of the CCC
Revolving Credit Facility was ZAR
300.0
million (of which ZAR
215.3
million has
been utilized).
RMB facility, comprising indirect facilities
As of
June 30,
2024, the
aggregate amount
of the
Company’s
short-term South
African indirect
credit facility
with RMB
was
ZAR
135.0
million ($
7.4
million), which includes facilities for
guarantees, letters of credit
and forward exchange contracts. As
of June
30, 2024
and June
30, 2023, the
Company had
utilized approximately
ZAR
33.1
million ($
1.8
million) and ZAR
33.1
million ($
1.8
million), respectively,
of its indirect and derivative
facilities of ZAR
135.0
million (June 30, 2023: ZAR
135.0
million) to enable the
bank to issue guarantees, letters of credit and forward exchange contracts (refer
to Note 22).
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-47
12.
BORROWINGS (continued)
South Africa (continued
Nedbank facility, comprising short-term facilities
As of June 30, 2024, the aggregate amount of
the Company’s short-term South African credit facility with Nedbank Limited was
ZAR
156.6
million ($
8.6
million). The credit facility represents an
indirect and derivative facilities of up
to ZAR
156.6
million ($
8.6
million), which include guarantees, letters of credit and forward exchange
contracts.
On November 2, 2020, the Company amended its short-term
South African credit facility with Nedbank Limited to
increase the
indirect
and
derivative
facilities
component
of
the
facility
from
ZAR
150.0
million
to
ZAR
159.0
million.
On
June
1,
2021,
the
Company
further
amended
its short-term
South
African
credit facility
with Nedbank
Limited
to reduce
the indirect
and derivative
facilities component of the facility
from ZAR
159.0
million to ZAR
157.0
million, and to cancel its ZAR
50
million general banking
facility. During
the year ended June 30, 2022, the Company cancelled its overdraft
facility of up to ZAR
251
million ($
13.0
million),
which was used to fund mobile ATMs
as it no longer operates a mobile ATM
service.
The Company
has entered
into cession
and pledge
agreements with
Nedbank related
to certain
of its
Nedbank credit
facilities
(the general banking
facility and a
portion of the
indirect facility) and
the Company has
ceded and pledged
certain bank accounts
to
Nedbank and also provided a cession of Lesaka SA’s
shareholding in Cell C. The funds included in these bank accounts are restricted
as they may not be withdrawn without the express permission of Nedbank.
The short-term facility
provided Nedbank with
the right to set off
funds held in certain
identified Company bank
accounts with
Nedbank against any amounts owed to Nedbank under the facility.
As of June 30, 2024, these facilities were no longer available.
As of June
30, 2024 and
June 30, 2023,
the Company had
utilized approximately
ZAR
2.1
million ($
0.1
million) and ZAR
2.1
million ($
0.1
million), respectively,
of its indirect and derivative facilities of
ZAR
156.6
million (June 30, 2023: ZAR
156.6
million)
to enable the bank to issue guarantees, letters of credit and forward exchange
contracts (refer to Note 22).
On June 30,
2022, the Company’s
ZAR
60.0
million bank guarantee
issued by Nedbank
to a third
party expired and
on July 1,
2022, it was replaced with a ZAR
28.0
million bank guarantee issued by RMB to
the same third party. In July 2022, the Company was
able to release
ZAR
60.0
million in cash
held in a
pledged bank
account with Nedbank
which was held
as security against
the bank
guarantee issued by Nedbank, and the ZAR
28.0
million bank guarantee did not require a cash underpin.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-48
12.
BORROWINGS (continued)
Movement in short-term credit facilities
Summarized below are the Company’s short-term facilities as of June 30, 2024, and the movement in the Company’s
short-term
facilities from as of June 30, 2023 to as of June 30, 2024:
RMB
RMB
RMB
Nedbank
Facility E
Indirect
Connect
Facilities
Total
Short-term facilities available as of June
30, 2024
$
49,503
$
7,425
$
11,276
$
8,611
$
76,815
Overdraft
-
-
11,276
-
11,276
Overdraft restricted as to use for ATM
funding only
49,503
-
-
-
49,503
Indirect and derivative facilities
-
7,425
-
8,611
16,036
Movement in utilized overdraft facilities:
Balance as of June 30, 2022
51,338
-
14,880
-
66,218
Utilized
501,603
-
18,462
-
520,065
Repaid
(524,766)
-
(22,505)
-
(547,271)
Foreign currency adjustment
(1)
(5,154)
-
(1,812)
-
(6,966)
Balance as of June 30, 2023
23,021
-
9,025
-
32,046
Restricted as to use for ATM
funding only
23,021
-
-
-
23,021
No restrictions as to use
-
-
9,025
-
9,025
Utilized
182,988
-
2
-
182,990
Repaid
(199,640)
-
(2)
-
(199,642)
Foreign currency adjustment
(1)
368
-
326
-
694
Balance as of June 30, 2024
6,737
-
9,351
-
16,088
Restricted as to use for ATM
funding only
6,737
-
-
-
6,737
No restrictions as to use
-
-
9,351
-
9,351
Interest rate as of June 30, 2024 (%)
(2)
11.75
-
11.65
-
Movement in utilized indirect and
derivative facilities:
Balance as of June 30, 2022
-
313
-
5,654
5,967
Utilized
-
1,561
-
-
1,561
Guarantees cancelled
(3)
-
-
-
(5,017)
(5,017)
Foreign currency adjustment
(1)
-
(117)
-
(525)
(642)
Balance as of June 30, 2023
-
1,757
-
112
1,869
Foreign currency adjustment
(1)
-
64
-
4
68
Balance as of June 30, 2024
$
-
$
1,821
$
-
$
116
$
1,937
(1) Represents the effects of the fluctuations between the
ZAR and the U.S. dollar.
(2) Facility E interest set at prime and the Connect facility at prime less
0.10
%.
(3) Represents
the cancellation
of the guarantee
with supplier
amounting to
ZAR
90
million ($
5.0
million) which
is no longer
required due the reduction in the volume and value of transactions processed.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-49
12.
BORROWINGS (continued)
Movement in long-term borrowings
Summarized below is the movement in the Company’s
long-term borrowing from as of June 30, 2023, to as of June 30, 2024:
Facilities
G & H
A&B
CCC/ K2020
Asset backed
Total
Opening balance as of June 30, 2022
$
63,354
$
64,472
$
8,346
$
5,474
$
141,646
Facilities utilized
-
10,947
7,377
6,031
24,355
Facilities repaid
(10,543)
(2,151)
(2,149)
(2,669)
(17,512)
Non-refundable fees paid
(500)
-
(100)
-
(600)
Non-refundable fees amortized
762
57
44
-
863
Capitalized interest
5,078
-
-
-
5,078
Capitalized interest repaid
(514)
-
-
-
(514)
Foreign currency adjustment
(1)
(8,672)
(8,889)
(1,716)
(921)
(20,198)
Included in current
-
-
-
3,663
3,663
Included in long-term
48,965
64,436
11,802
4,252
129,455
Opening balance as of June 30, 2023
48,965
64,436
11,802
7,915
133,118
Facilities utilized
16,445
-
2,915
4,368
23,728
Facilities repaid
(12,515)
-
(3,353)
(4,205)
(20,073)
Non-refundable fees paid
-
-
-
-
-
Non-refundable fees amortized
351
48
48
-
447
Capitalized interest
7,214
-
-
-
7,214
Capitalized interest repaid
(6,109)
-
-
-
(6,109)
Foreign currency adjustment
(1)
1,800
2,331
429
301
4,861
Closing balance as of June 30, 2024
56,151
66,815
11,841
8,379
143,186
Included in current
-
-
-
3,878
3,878
Included in long-term
56,151
66,815
11,841
4,501
139,308
Unamortized fees
(260)
(180)
(20)
-
(460)
Due within 2 years
56,411
3,438
-
3,023
62,872
Due within 3 years
-
7,563
11,861
1,108
20,532
Due within 4 years
-
55,994
-
259
56,253
Due within 5 years
$
-
$
-
$
-
$
111
$
111
Interest rates as of June 30, 2024 (%):
13.10
12.10
12.70
12.50
Base rate (%)
8.35
8.35
11.75
11.75
Margin (%)
4.75
3.75
0.95
0.75
Footnote number
(2)(3)(4)
(5)
(6)
(7)
(
1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.
(2) Prior
to the
amendment in March
2023, interest
on Facility G
was calculated
based on
the 3-month
JIBAR in
effect from
time to
time plus a margin
of (i)
3.00
% per annum until January
13, 2023; and then (ii) from
January 14, 2023, (x)
2.50
% per annum if the Facility
G balance outstanding
is less than
or equal to
ZAR
250.0
million, or (y)
3.00
% per annum
if the Facility
G balance is between
ZAR
250.0
million to
ZAR
450.0
million, or
(z)
3.50
% per
annum if
the Facility
G balance
is greater
than ZAR
450.0
million. The
interest rate
shall
increase by a further
2.00
% per annum in the event of default (as defined in the Loan Documents).
(3) Prior to the amendment in
March 2023, interest on Facility
H is calculated based on JIBAR
in effect from time to
time plus a margin
of
2.00
% per annum which increases by a further
2.00
% per annum in the event of default (as defined in the Loan Documents).
(4) Interest on Facility G and Facility H was calculated based on the 3-month JIBAR in effect from time to time plus a margin of, from
January 1, 2023 to September 30,
2023: (i)
5.50
% for as long as the aggregate
balance under the Facilities is greater than
ZAR
800
million;
(ii)
4.25
% if the
aggregate balance under
the Facilities is
equal to or
less than ZAR
800
million, but greater
than ZAR
350
million; or (iii)
2.50
% if the
aggregate balance under
the Facilities is
less than ZAR
350
million. From October
1, 2023, interest
is calculated as
described
above.
(5) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, of
3.75
%, in effect from time to time.
(6) Interest is charged at prime plus
0.95
% per annum on the utilized balance.
(7) Interest is charged at prime plus
0.75
% per annum on the utilized balance.
Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest
expense
on the consolidated
statement of operations
during the years
ended June 30,
2024, 2023
and 2022, was
$
16.1
million, $
13.1
million
and $
2.3
million, respectively. Prepaid facility fees amortized included in interest expense during the years ended June 30,
2024, 2023
and 2022, was $
0.4
million, $
0.8
million and $
0.2
million, respectively.
Interest expense incurred under the
Company’s CCC/K2020
facility relates
to borrowings
utilized to
fund a portion
of the
Company’s
merchant finance
loans receivable
and interest expense
of
$
1.4
million, $
1.4
million, and $
0.2
million is included in the
caption cost of goods
sold, IT processing, servicing
and support on the
consolidated statement of operations for the years ended June 30,
2024, 2023 and 2022, respectively.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-50
13.
OTHER PAYABLES
Summarized below is the breakdown of other payables as of June 30,
2024 and 2023:
June 30,
June 30,
2024
2023
Vendor
wallet balances
(1)
$
14,635
$
9,492
Clearing accounts
(1)
17,124
4,016
Accruals
7,173
7,078
Provisions
7,442
7,429
Payroll-related payables
922
1,038
Participating merchants' settlement obligation
1
39
Value
-added tax payable
1,191
1,247
Vendor
consideration due to sellers of Connect (Note 3)
-
-
Other
7,563
5,958
$
56,051
$
36,297
(1) Vendor
wallet balances
and clearing
accounts (previously
defined as
transactions-switching funds
payables) as
of June
30,
2023, were previously
included in Other
and have been
reclassified to separate
captions to conform
with presentation as
of June 30,
- Clearing accounts and
vendor wallet balances may
fluctuate due to
the day (weekend
or public holiday)
on which the
Company’s
quarter or year
end falls
because certain elements
of transactions
within these accounts
are not
settled over weekends
or public holidays.
Other includes deferred income, client deposits and other payables.
14.
COMMON STOCK
Common stock
Holders of shares of Lesaka’s common stock are entitled to receive dividends and other distributions when declared by Lesaka’s
board of
directors out
of legally
available funds.
Payment of
dividends and
distributions is
subject to
certain restrictions
under the
Florida Business Corporation Act, including
the requirement that after making
any distribution Lesaka must be
able to meet its debts
as they become due in
the usual course of
its business. Upon voluntary or
involuntary liquidation, dissolution or winding up
of Lesaka,
holders of
common stock
share ratably
in the
assets remaining
after payments
to creditors
and provision
for the
preference of
any
preferred
stock
according
to
its
terms.
There
are
no
pre-emptive
or
other
subscription
rights,
conversion
rights
or
redemption
or
scheduled installment payment provisions relating to shares
of common stock. All of
the outstanding shares of common stock
are fully
paid and non-assessable.
Each holder of
common stock is
entitled to one
vote per share
for the election
of directors and
for all other
matters to be
voted
on by shareholders. Holders
of common stock may
not cumulate their
votes in the
election of directors, and
are entitled to
share equally
and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on
outstanding shares of preferred stock according to its terms. The shares of
Lesaka common stock are not subject to redemption.
Issue of shares to Connect sellers pursuant to April 2022 transaction
The total purchase consideration pursuant to the Connect
acquisition in April 2022 includes
3,185,079
shares of the Company’s
common stock. These shares of
common stock will be issued
in
three
equal tranches on each
of the first, second
and third anniversaries
of the
April 14,
2022 closing.
The Company
legally issued
1,061,693
shares of
its common
stock, representing
the first
and second
tranche, to
the Connect sellers
in each of
April 2024 and
2023, respectively,
and this had
no impact
on the number
of shares, net
of
treasury,
presented in
the consolidated
statement of
changes
in equity
during
the year
ended June
30, 2024
and 2023,
respectively
because the
3,185,079
shares are included in the number of shares, net of treasury,
as of June 30, 2024 and 2023.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-51
14.
COMMON STOCK (continued)
Common stock (continued)
Impact of non-vested equity shares on number of shares,
net of treasury
The Company’s
number of
shares, net
of treasury,
presented in
the consolidated
balance sheets
and consolidated
statement of
changes in
equity includes
participating non-vested
equity shares (specifically
contingently returnable
shares) as described
below in
Note
17
“—
Amended
and
Restated
Stock
Incentive
Plan—Restricted
Stock—General
Terms
of
Awards”.
The
following
table
presents a reconciliation
between the number
of shares, net of
treasury,
presented in the
consolidated statement of
changes in equity
and the
number
of shares,
net of
treasury,
excluding non-vested
equity shares
that have
not vested
during the
years ended
June 30,
2024, 2023 and 2022:
2024
2023
2022
Number of shares, net of treasury:
Statement of changes in equity – common stock
64,272,243
63,640,246
62,324,321
Less: Non-vested equity shares that have not vested as of end of year (Note 17)
2,084,946
2,614,419
2,385,267
Number of shares, net of treasury excluding non-vested equity shares that have
not vested
62,187,297
61,025,827
59,939,054
Redeemable common stock issued pursuant to transaction with the IFC Investors
Holders of redeemable common
stock have all the rights enjoyed by
holders of common stock, however,
holders of redeemable
common
stock
have
additional
contractual
rights.
On
April
11,
2016,
the
Company
entered
into
a
Subscription
Agreement
(the
“Subscription Agreement”)
with International
Finance Corporation
(“IFC”), IFC
African, Latin
American and
Caribbean Fund,
LP,
IFC
Financial
Institutions
Growth
Fund,
LP,
and
Africa
Capitalization
Fund,
Ltd.
(collectively,
the
“IFC
Investors”).
Under
the
Subscription Agreement,
the IFC Investors purchased,
and the Company
sold in the
aggregate, approximately
9.98
million shares of
the
Company’s
common
stock,
par
value
$
0.001
per
share,
at
a
price
of
$
10.79
per
share,
for
gross
proceeds
to
the
Company
of
approximately $
107.7
million. The Company
accounted for these
9.98
million shares as
redeemable common stock
as a result of
the
put option discussed below.
On May
19, 2020,
the Africa
Capitalization Fund,
Ltd sold
its entire
holding of
2,103,169
shares of
the Company’s
common
stock and
therefore the
additional contractual
rights, including
the put
option rights
related to
these
2,103,169
shares, expired.
The
Company reclassified $
22.7
million related to
these
2,103,169
shares sold from
redeemable common stock
to additional paid-in-capital
during the year ended June 30, 2020.
On August 19, 202
2, the IFC Investors
filed an amended Form
13D/A, amendment no. 2,
with the United
States Securities and
Exchange
Commission
reporting
that
in
October
2017
and
February
2018,
the
IFC
sold
an
aggregate
of
514,376
shares
of
the
Company’s
common
stock
and therefore
the
additional
contractual
rights,
including
the put
option
rights
related
to
these
514,376
shares,
expired.
The
Company
reclassified
$
5.6
million
related
to
these
514,376
shares
sold
from
redeemable
common
stock
to
additional paid-in-capital during the year ended June 30, 2022.
The Company has entered
into a Policy Agreement with
the IFC Investors (the
“Policy Agreement”). The
material terms of the
Policy Agreement are described below.
Board Rights
For so long as the IFC Investors in aggregate beneficially own shares representing at least
5
% of the Company’s common stock,
the IFC Investors will have the right to nominate one director to the Company’s board of directors. For so long as the IFC Investors in
aggregate beneficially
own shares representing
at least
2.5
% of the
Company’s
common stock, the
IFC Investors will
have the right
to appoint
an observer
to the
Company’s
board of
directors at
any time
when they
have not
designated, or
do not
have the
right to
designate, a director.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-52
14.
COMMON STOCK (continued)
Redeemable common stock issued pursuant to transaction with the IFC Investors
Put Option
Each IFC Investor will have
the right, upon the occurrence of specified
triggering events, to require the Company
to repurchase
all of the shares
of its common stock purchased by
the IFC Investors pursuant to
the Subscription Agreement (or upon exercise
of their
preemptive rights
discussed below).
Events triggering
this put
right relate
to (1)
the Company
being the
subject of
a governmental
complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt,
fraudulent,
coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its
business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire
all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder
rights plan triggered by a beneficial ownership
threshold of less than twenty percent.
The put price per share will be the
higher of the
price per
share paid
by the
IFC Investors
pursuant to
the Subscription
Agreement (or
paid when
exercising their
preemptive rights)
and the
volume weighted
average price
per share
prevailing for
the
60
trading days
preceding the
triggering event,
except that
with
respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered
by the offeror.
The Company believes that the
put option has no
value and, accordingly, has not recognized the put
option in its consolidated
financial
statements.
Registration Rights
The Company has agreed
to grant certain registration
rights to the IFC Investors
for the resale of their
shares of the Company’s
common stock, including filing a resale shelf registration statement and
taking certain actions to facilitate resales thereunder.
Preemptive Rights
For so long as the IFC Investors hold in
aggregate
5
% of the outstanding shares of common stock of
the Company, each Investor
will have the right to purchase its pro-rata share of new issuances of securities by the Company,
subject to certain exceptions.
Common stock repurchases
Executed under share repurchase authorizations
On
February 5, 2020,
the
Company’s
Board
of Directors
approved
the replenishment
of its
share
repurchase
authorization
to
repurchase
up
to
an
aggregate
of
$
100
million
of
common
stock.
The
authorization
has
no
expiration
date.
The
share
repurchase
authorization will be
used at
management’s discretion, subject to
limitations imposed by
SEC Rule
10b-18 and other
legal requirements
and subject to price and other internal limitations established by
the Board. Repurchases will be funded from the Company’s available
cash.
Share repurchases
may be
made
through open
market purchases,
privately
negotiated
transactions,
or both.
There can
be no
assurance
that
the
Company
will
purchase
any
shares
or
any
particular
number
of
shares.
The
authorization
may
be
suspended,
terminated or
modified at
any time
for any
reason, including
market conditions,
the cost
of repurchasing
shares, liquidity
and other
factors that management deems appropriate.
The Company did
no
t repurchase any of its shares during
the years ended June 30, 2024
under the
authorization, however,
it did repurchase
319,522
and
352,994
shares of its
common stock
from its employees
during the
years
ended
June
30,
2024
and
2023,
respectively,
refer
to
Note
17
for
additional
information
regarding
these
repurchases.
The
Company did
no
t repurchase any of its shares during the years ended June 30, 2022 either under or
outside of the authorization.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-53
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, 2024, 2023 and 2022:
Accumulated
foreign
currency
translation
reserve
Total
Balance as of July 1, 2021
$
(145,721)
$
(145,721)
Release of foreign currency translation reserve: liquidation of subsidiaries
468
468
Release of foreign currency translation reserve: disposal of Finbond
equity securities
(Note 9)
587
587
Movement in foreign currency translation reserve related to equity-accounted
investment
1,239
1,239
Movement in foreign currency translation reserve
(25,413)
(25,413)
Balance as of June 30, 2022
(168,840)
(168,840)
Release of foreign currency translation reserve: disposal of Finbond
equity securities
(Note 9)
362
362
Movement in foreign currency translation reserve related to equity-accounted
investment
3,935
3,935
Movement in foreign currency translation reserve
(31,183)
(31,183)
Balance as of June 30, 2023
(195,726)
(195,726)
Release of foreign currency translation reserve: disposal of Finbond
equity securities
(Note 9)
1,543
1,543
Release of foreign currency translation reserve: liquidation of subsidiaries
(952)
(952)
Movement in foreign currency translation reserve related to equity-accounted
investment
489
489
Movement in foreign currency translation reserve
6,291
6,291
Balance as of June 30, 2024
$
(188,355)
$
(188,355)
The movement in the
foreign currency translation reserve represents
the impact of translation
of consolidated entities which have
a functional currency (which is primarily ZAR) to the Company’s
reporting currency, which is USD.
During
the
year
ended
June
30,
2024,
the
Company
reclassified
$
1.5
million
from
accumulated
other
comprehensive
loss
(accumulated
foreign
currency
translation
reserve)
to
net
loss
related
to
the
disposal
of
shares
in
Finbond
(refer
to
Note
9).
The
Company
also
reclassified
a
gain
of
$
1.0
million
from
accumulated
other
comprehensive
loss
(accumulated
foreign
currency
translation reserve)
to net
loss related
to the
liquidation of
subsidiaries during
the year
ended June
30, 2024.
During the
year ended
June
30,
2023,
the
Company
reclassified
$
0.4
million
from accumulated
other
comprehensive
loss (accumulated
foreign
currency
translation reserve) to net loss related to the disposal
of shares in Finbond (refer to Note 9). During
the year ended June 30, 2022, the
Company reclassified $
0.6
million from accumulated other comprehensive loss (accumulated
foreign currency translation reserve) to
net loss related to the disposal of shares in Finbond (refer to Note 9).
16.
REVENUE
The Company
is a
provider of
digitized cash
management solutions
and merchant
acquiring services,
including an
integrated
platform for
the distribution
of value-added
services; transaction
processing services;
financial inclusion
products and
services, and
secure payment technology. The
Company operates a
payment processor in South
Africa. The Company
offers debit, credit
and prepaid
processing and issuing services for all major payment networks. In South Africa, the Company provides innovative low-cost financial
inclusion products, including banking, lending and insurance.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-54
16.
REVENUE
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, 2024:
Merchant
Consumer
Total
Processing fees
$
117,373
$
24,979
$
142,352
South Africa
111,376
24,979
136,355
Rest of world
5,997
-
5,997
Technology
products
9,852
45
9,897
South Africa
9,645
45
9,690
Rest of world
207
-
207
Prepaid airtime sold
357,943
233
358,176
South Africa
337,723
233
337,956
Rest of world
20,220
-
20,220
Lending revenue
-
23,849
23,849
Interest from customers
6,096
-
6,096
Insurance revenue
-
12,117
12,117
Account holder fees
-
6,048
6,048
Other
3,747
1,940
5,687
South Africa
3,543
1,940
5,483
Rest of world
204
-
204
Total revenue, derived
from the following geographic locations
495,011
69,211
564,222
South Africa
468,383
69,211
537,594
Rest of world
$
26,628
$
-
$
26,628
The
following
table
represents
our
revenue
disaggregated
by
major
revenue
streams,
including
reconciliation
to
operating
segments for the year ended June 30, 2023:
Merchant
Consumer
Unallocated
Total
Processing fees
$
111,281
$
26,159
$
1,469
$
138,909
South Africa
105,957
26,159
1,469
133,585
Rest of world
5,324
-
-
5,324
Technology
products
19,017
1,253
-
20,270
South Africa
18,780
1,253
-
20,033
Rest of world
237
-
-
237
Prepaid airtime sold
322,756
45
-
322,801
South Africa
306,093
45
-
306,138
Rest of world
16,663
-
-
16,663
Lending revenue
-
19,504
-
19,504
Interest from customers
5,778
-
-
5,778
Insurance revenue
-
9,677
-
9,677
Account holder fees
-
5,610
-
5,610
Other
4,869
553
-
5,422
South Africa
4,680
553
-
5,233
Rest of world
189
-
-
189
Total revenue, derived
from the following geographic
locations
463,701
62,801
1,469
527,971
South Africa
441,288
62,801
1,469
505,558
Rest of world
$
22,413
$
-
$
-
$
22,413
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-55
16.
REVENUE (continued)
The
following
table
represents
our
revenue
disaggregated
by
major
revenue
streams,
including
reconciliation
to
operating
segments for the year ended June 30, 2022:
Merchant
Consumer
Total
Processing fees
$
55,752
$
28,982
$
84,734
South Africa
48,305
28,982
77,287
Rest of world
7,447
-
7,447
Technology
products
25,891
277
26,168
South Africa
25,826
277
26,103
Rest of world
65
-
65
Prepaid airtime sold
69,603
-
69,603
Lending revenue
-
21,573
21,573
Interest from customers
1,121
-
1,121
Insurance revenue
-
8,530
8,530
Account holder fees
-
5,838
5,838
Other
4,310
732
5,042
South Africa
4,259
732
4,991
Rest of world
51
-
51
Total revenue, derived
from the following geographic locations
156,677
65,932
222,609
South Africa
149,114
65,932
215,162
Rest of world
$
7,563
$
-
$
7,447
17.
STOCK-BASED COMPENSATION
Amended and Restated Stock Incentive Plan
The Company’s
Amended and
Restated 2022
Stock Incentive
Plan (“2022
Plan”) was
most recently
amended and
restated on
November 16, 2022. On April 11,
2024, the Company’s
Board amended the 2022 Plan to increase
the number of shares available for
issuance by
3,000,000
. On June 3, 2024, the Company’s shareholders
approved the amendment.
No evergreen provisions are included in the 2022 Plan. This means that the maximum number of
shares issuable under the 2022
Plan is fixed
and cannot
be increased
without shareholder
approval, the plan
expires by
its terms upon
a specified date,
and no
new
stock
options
are
awarded
automatically
upon
exercise
of
an
outstanding
stock
option.
Shareholder
approval
is
required
for
the
repricing of awards or the implementation of any award exchange program.
The Plan permits Lesaka to grant to its employees, directors and consultants incentive stock options, nonqualified stock options,
stock appreciation rights, restricted stock, performance-based awards
and other awards based on its
common stock. The Remuneration
Committee of the Company’s Board
of Directors (“Remuneration Committee”) administers the Plan.
The total number
of shares of common
stock issuable under the
Plan is
16,552,580
. The maximum
number of shares for
which
stock options, stock appreciation rights
(other than performance-based awards
that are not options) may be granted
during a calendar
year
to any
participant
is
600,000
shares. Shares
covered
by awards
that expire,
terminate or
lapse without
payment
will again
be
available for the grant of awards under the 2022 Plan, as well as shares that are delivered to us by the holder to pay withholding taxes
or as payment for
the exercise price of
an award, if permitted
by the Remuneration Committee.
The shares deliverable
in connection
with awards
granted under
the 2022
Plan may
consist, in
whole or
in part,
of authorized
but unissued
shares or
treasury shares.
To
account
for
stock
splits,
stock
dividends,
reorganizations,
recapitalizations,
mergers,
consolidations,
spin-offs
and
other
corporate
events, the 2022 Plan
requires the Remuneration Committee to
equitably adjust the number
and kind of shares
of common stock issued
or reserved pursuant to the plan or outstanding awards, the maximum number of shares
issuable pursuant to awards, the exercise price
for awards,
and other
affected terms
of awards
to reflect
such event.
No awards
may be
granted under
the Plan
after September
7,
2032, but awards granted on or before such date may extend to later dates.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-56
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Options
General Terms of
Awards
Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant,
with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and expire
10
years after the date
of grant. The options generally become exercisable in accordance with a
vesting schedule ratably over a period of
three years
from the
date of grant. The Company issues new shares to satisfy stock option award exercises but may
also use treasury shares.
Valuation
Assumptions
The
fair
value
of
each
option
is
estimated
on
the
date
of
grant
using the
Cox
Ross
Rubinstein
binomial
model
that
uses the
assumptions
noted
in
the
table
below.
The
estimated
expected
volatility
is
generally
calculated
based
on
the
Company’s
750
-day
volatility. The
estimated expected life of the
option was determined based on
the historical behavior of employees
who were granted
options with similar terms.
No
stock options were granted during the year ended June 30, 2023. The table below presents the range of
assumptions used to value options granted during the years ended June 30, 2024
and 2022:
2024
2022
Expected volatility
55
%
50
%
Expected dividends
0
%
0
%
Expected life (in years)
5.0
3.0
Risk-free rate
2.11
%
1.61
%
Restricted Stock
General Terms of
Awards
Shares of restricted stock are
considered to be participating non-vested equity shares
(specifically contingently returnable shares)
for the
purposes of
calculating earnings per
share (refer
to Note
19) because, as
discussed in
more detail
below, the recipient is
obligated
to transfer any unvested
restricted stock back to
the Company for no
consideration and these shares
of restricted stock are
eligible to
receive non-forfeitable
dividend equivalents
at the
same rate as
common stock.
Restricted stock
generally vests
ratably over
a
three
year
period, with
vesting conditioned
upon the
recipient’s
continuous service
through the
applicable vesting
date and
under certain
circumstances, the achievement of certain performance targets,
as described below.
Recipients
are
entitled
to
all
rights
of
a
shareholder
of
the
Company
except
as
otherwise
provided
in
the
restricted
stock
agreements. These
rights include the
right to vote
and receive dividends
and/or other
distributions,
however, any
or all dividends
or
other
distributions
paid
related
to
restricted
stock
during
the period
of
such
restrictions
shall
be
accumulated
(without
interest)
or
reinvested in additional shares of common stock, which in either case shall be subject to the same restrictions as the underlying award
or such other restrictions as the Remuneration
Committee may determine.
The restricted stock agreements generally
prohibit transfer
of any
nonvested and
forfeitable restricted
stock. If a
recipient ceases
to be
a member
of the
Board of
Directors or
an employee
for
any reason,
all shares
of restricted
stock that
are not
then vested
and nonforfeitable
will be immediately
forfeited and
transferred to
the Company
for no consideration
,
except as otherwise
agreed between
the parties.
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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-57
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Market Conditions - Restricted Stock Granted in September 2018 –
all forfeited
In September 2018, the Remuneration Committee approved an award of
148,000
shares of restricted stock to executive officers.
The
148,000
shares of restricted stock awarded to executive
officers in September 2018 are subject
to a time-based vesting condition
and a market
condition and vest
in full only
on the
date, if
any, that the following
conditions are
satisfied: (1) the
price of the
Company’s
common stock must equal or exceed certain agreed VWAP
levels (as described below) during a measurement period commencing on
the date that
it files its
Annual Report on
Form 10-K for
the fiscal year
ended June 30,
2021 and ending
on December 31,
2021 and
(2) the recipient is employed by the Company on a full-time basis when the
condition in (1) is met. If either of these conditions is not
satisfied,
then
none
of
the
shares
of
restricted
stock
will
vest
and
they
will
be
forfeited.
The
$
23.00
price
target
represented
an
approximate
55
% increase,
compounded annually,
in the
price of
the Company’s
common stock
on Nasdaq
over the
$
6.20
closing
price on September 7, 2018. The VWAP
levels and vesting percentages related to such levels are as follows:
●
Below $
15.00
(threshold)—
0
%
●
At or above $
15.00
and below $
19.00
—
33
%
●
At or above $
19.00
and below $
23.00
—
66
%
●
At or above $
23.00
—
100
%
The fair value of these shares of restricted stock was calculated using a Monte
Carlo simulation of a stochastic volatility process.
The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of
larger than expected moves in the daily time series for the Company’s
VWAP
price, but also the observation of the strike structure of
volatility
(i.e.
skew
and
smile)
for
out-of-the
money
calls
and
out-of-the
money
puts
versus
at-the-money
options
for
both
the
Company’s stock and NASDAQ futures.
In scenarios where
the shares do not
vest, the final vested
value at maturity is
zero. In scenarios where
vesting occurs, the
final
vested value on maturity is the share price on
vesting date. In its calculation of the fair value
of the restricted stock, the Company used
an average volatility of
37.4
% for the VWAP
price, a discounting based on USD overnight indexed swap rates for
the grant date, and
no future dividends. The average volatility was extracted from the time series for VWAP prices as the standard deviation of log prices
for the
three years
preceding the grant date. The mean
reversion of volatility and the volatility of
volatility parameters of the stochastic
volatility process
were extracted
by regressing
log differences
against log
levels of
volatility from
the time
series for
at-the-money
options
30 day
volatility quotes, which were available from January 2, 2018 onwards.
During
the year
ended June
30, 2022,
an executive
officer forfeited
30,000
shares of
restricted
stock that
were subject
to the
market conditions described above because the performance conditions were not met. During the year ended June 30, 2021, executive
officers forfeited
88,000
shares of restricted
stock that were
subject to the
market conditions described above
following their separation
from the Company.
Performance Conditions - Restricted Stock Granted in February 2020
– all forfeited
The
454,400
shares
of
restricted
stock
awarded
to
executive
officers
in
February
2020
were
subject
to
time-based
and
performance-based
vesting
conditions
and
vest
in
full
only
on
the
date,
if
any,
that
the
following
conditions
are
satisfied:
(1)
the
achievement of an agreed return on average net equity per year during a measurement period commencing from July 1, 2021, through
June 30, 2023,
and (2) the recipient
is employed by the
Company on a full-time
basis when the
condition in (1) is
met. Net equity
is
calculated as total equity attributable to the Company’s
shareholders plus redeemable common stock, in conformity with GAAP.
The
net equity as of June 30, 2021, was set as the base year for the measurement period. The average net equity is calculated as the simple
average between
the opening
net equity
and closing
net equity
during each
fiscal year
within the
measurement period.
The targeted
return per year within the measurement period is derived from GAAP net income
attributable to the Company per fiscal year.
The performance-based awards
vest based on the achievement
of the following targeted
return on average net equity
during the
measurement period, of:
●
8
% per year:
50
% vest;
●
14
% per year:
100
% vest.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-58
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Performance Conditions - Restricted Stock Granted in February 2020
– all forfeited (continued)
No
shares of
restricted stock
vested at
a return
on average
net equity
of less
than
8
%. Calculation
of the
award based
on the
returns between
8
% and
14
% will be interpolated on a linear
basis. The Company’s Remuneration Committee was permitted to use its
discretion to adjust any component of the
calculation of the award on a fact-by-fact basis, for
instance, as the result of an acquisition.
During
the
year
ended
June
30,
2023,
an
executive
officer
forfeited
80,000
shares
of
restricted
stock
that
were
subject
to
the
performance
conditions
because
the
performance
conditions
were
not
achieved.
During
the
year
ended
June
30,
2021,
executive
officers forfeited
374,400
shares of
restricted stock that
were subject
to the
performance conditions described
following their separation
from the Company.
Market Conditions - Restricted Stock Granted in May 2021 and
July 2021 – all forfeited
In May
2021
and July
2021, respectively,
the Remuneration
Committee
approved
an award
of
158,734
and
58,652
shares of
restricted stock to
executive officers. These
shares of restricted
stock awarded to
executive officers were
subject to a
time-based vesting
condition and a
market condition and would
have vested in full
only on the date,
if any,
that the following conditions
were satisfied:
(1) a compounded annual
20
% appreciation in the Company’s stock price over the
measurement period commencing on June 30, 2021
through June 30, 2024, and (2) the recipient
was employed by the Company on a full-time
basis when the condition in (1)was met. If
either of
these conditions
was not
satisfied, then
none of
the shares
of restricted
stock would
vest and
they would
be forfeited.
The
stock price targets were not met and all of
the restricted stock granted were forfeited on June 30,
- The Company’s closing
stock
price on Nasdaq on June 30, 2021, was $
4.71
.
The appreciation levels (times and price) and vesting percentages as of each period ended related to such levels were as follows:
●
Prior to the first anniversary of the grant date:
0
%
●
Fiscal 2022, stock price as of June 30, 2022 is
1.2
times higher (i.e. $
5.65
or higher) than $
4.71
:
33
%;
●
Fiscal 2023, stock price as of June 30, 2023 is
1.44
times higher (i.e. $
6.78
or higher) than $
4.71
:
67
%;
●
Fiscal 2024, stock price as of June 30, 2024 is
1.728
times higher (i.e. $
8.14
) than $
4.71
:
100
%.
The fair value of these shares of restricted stock was calculated using a Monte
Carlo simulation of a stochastic volatility process.
The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of
larger than expected moves in the daily time series for
the Company’s closing price, but
also the observation of the strike structure of
volatility
(i.e.
skew
and
smile)
for
out-of-the
money
calls
and
out-of-the
money
puts
versus
at-the-money
options
for
both
the
Company’s stock and NASDAQ futures.
In scenarios where the
shares do not vest, the
final vested value at maturity
is zero. In scenarios where
vesting occurs, the final
vested value on maturity is the share price on
vesting date. In its calculation of the fair value
of the restricted stock, the Company used
an average
volatility of
61.6
% for the
closing price
(for each
of the
May 2021
and July 2021
awards), a
discounting based
on USD
overnight indexed swap rates for the grant date, and no future dividends. The average volatility was extracted from the time series for
closing prices as the standard deviation of log prices for the three years preceding the grant date. The mean reversion of volatility and
the volatility of volatility parameters of the stochastic volatility process were extracted by
regressing log differences against log levels
of volatility from the time series for at-the-money options
30 day
volatility quotes, which were available for the three years preceding
May 5, 2021 (for the May 2021 awards) and July 1, 2021 (for the July 2021 award).
Performance Conditions - Restricted Stock Granted in July 2021
In July 2021, the Remuneration Committee approved an
award of
58,652
shares of restricted stock to an
executive officer. These
shares of restricted
stock were subject
to a time-based
vesting condition
and a performance
condition and
would vest in full
only on
the
date, if
any,
that the
following
conditions
were satisfied:
(1)
achievement
of the
Company’s
three year
financial services
plan
during the specific measurement period from June 30, 2021, to June 30, 2024, and (2) the
recipient was employed by the Company on
a full-time basis when the
condition in (1) is met. If
either of these conditions were
not satisfied, then none of the
shares of restricted
stock would
vest and
they would
be forfeited.
The fair
value of
these shares
of restricted
stock was
calculated based
on the
market
price on date of award.
The Company’s Remuneration Committee determined that the vesting
conditions were achieved and the
shares
of restricted stock vested in full on June 30, 2024.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-59
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Market Conditions - Restricted Stock Granted in December 2022
In December 2022, the Remuneration
Committee approved an award of
257,868
shares of restricted stock to executive
officers.
The
257,868
shares
of
restricted
stock
awarded
to
executive
officers
are
subject
to
a
time-based
vesting
condition
and
a
market
condition and vest
in full only
on the date,
if any, that the
following conditions are
satisfied: (1) a
compounded annual
10
% appreciation
in
the
Company’s
stock
price
off
a
base
price
of
$
4.94
over
the
measurement
period
commencing
on
December
1,
2022
through
December 1, 2025, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is
met. If either of
these conditions is not satisfied, then none of the shares of
restricted stock will vest and they will be
forfeited. The Company’s closing
price on December 1, 2022, was $
4.08
.
The appreciation levels (times and price) and vesting percentages as of each
period ended are as follows:
●
Prior to the first anniversary of the grant date:
0
%;
●
Fiscal 2024, stock price as of December 1, 2023 is
1.1
times higher (i.e. $
5.43
or higher) than $
4.94
:
33
%;
●
Fiscal 2025, stock price as of December 1, 2024 is
1.21
times higher (i.e. $
5.97
or higher) than $
4.94
:
67
%;
●
Fiscal 2026, stock price as of December 1, 2025 is
1.331
times higher (i.e. $
6.57
) than $
4.94
:
100
%.
The fair value of these shares of restricted stock was calculated using a Monte Carlo
simulation.
In scenarios where
the shares do not
vest, the final vested
value at maturity is
zero. In scenarios where
vesting occurs, the
final
vested value on maturity is the share price on
vesting date. In its calculation of the fair value
of the restricted stock, the Company used
an equally
weighted volatility
of
50.1
% for
the closing
price (of
$
4.08
), a discounting
based on
U.S. dollar
overnight indexed
swap
rates for the grant date, and no
future dividends. The equally weighted
volatility was extracted from the
time series for closing prices
as the standard deviation of log prices for the three years preceding the grant date.
Market Conditions - Restricted Stock Granted in October 2023
In October 2023, the Company
awarded
310,916
shares of restricted stock to
three
of its executive officers
which are subject to
a
time-based
vesting
condition
and
a
market
condition
and
vest
in
full
only
on
the
date,
if
any,
that
the
following
conditions
are
satisfied: (1)
a compounded
annual
10
% appreciation
in the
Company’s
stock price
off a
base price
of $
4.00
over the
measurement
period commencing on September 30, 2023 through November 17, 2026, and (2) the recipient is employed by the Company on a full-
time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will
vest and they will be forfeited. The Company’s
closing price on September 30, 2023, was $
3.90
.
The appreciation levels (times and price) and vesting percentages as of each
period ended are as follows:
●
Prior to the first anniversary of the grant date:
0
%;
●
Fiscal
2025,
the
Company’s
30-day
volume
weighted-average
stock
price
(“VWAP”)
before
November
17,
2024
is
approximately
1.10
times higher (i.e. $
4.40
or higher) than $
4.00
:
33
%;
●
Fiscal 2026, the Company’s
VWAP before
November 17, 2025 is
1.21
times higher (i.e. $
4.84
or higher) than $
4.00
:
67
%;
●
Fiscal 2027, the Company’s
VWAP before
November 1, 2026 is
1.33
times higher (i.e. $
5.32
) than $
4.00
:
100
%.
The fair value
of these shares
of restricted
stock was calculated
using a Monte
Carlo simulation. In
scenarios where
the shares
do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share
price on
vesting date.
In its calculation
of the
fair value
of the
restricted stock,
the Company
used an
equally weighted
volatility of
48.3
% for
the closing
price (of
$
4.37
), a
discounting based
on U.S.
dollar overnight
indexed swap
rates for
the grant
date, and
no
future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log
prices for the three years preceding the grant date.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-60
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock Units
The Remuneration Committee
may approve the
grant of other
stock-based awards. In
April 2022, the
Company granted
1,250,486
shares
of
restricted
stock
to
employees
of
Connect
pursuant
to
the
terms
of
the
acquisition.
The
award
included
an
equalization
mechanism to
maintain a
return of
$
7.50
per share
of restricted
stock upon
vesting through
the issue
of restricted
stock units.
The
conversion of restricted stock units to shares cannot exceed
50
% under the terms of the award and therefore no more than
625,243
(or
1,250,486
divided by two) would be
issued upon vesting. During
the years ended June 30, 2024
and 2023, respectively,
388,908
and
412,487
shares of restricted
stock vested, and
194,454
and
206,239
restricted stock units
vested, the maximum amount
possible, and
were converted to
shares of common
stock. Employees elected
for
166,087
and
72,081
shares to be
withheld from
166,167
and
164,687
restricted stock units which vested, and which were converted to shares, in order to satisfy the withholding
tax liability on the vesting
of these and other shares. The
166,087
and
72,081
shares have been included in the Company’s
treasury shares.
Stock Appreciation Rights
The Remuneration Committee may also grant stock appreciation rights, either
singly or in tandem with underlying stock
options.
Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock
(as determined by the Remuneration Committee)
equal in value to the
excess of the fair
market value of the shares
covered by the right
over the grant price.
No
stock appreciation rights have been granted.
Stock option and restricted stock activity
Options
The following table summarizes stock option activity for the years ended
June 30, 2024, 2023 and 2022:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($'000)
Weighted
average
grant date
fair value
($)
Outstanding - July 1, 2021
1,294,832
3.93
7.68
1,624
1.45
Granted – August 2020
137,620
4.87
10.00
235
1.71
Exercised
(249,521)
3.05
-
470
-
Forfeited
(256,706)
4.53
-
1.69
Outstanding - June 30, 2022
926,225
4.14
6.60
1,249
1.60
Exercised
(158,659)
3.04
-
200
-
Forfeited
(94,292)
3.99
-
1.81
Outstanding - June 30, 2023
673,274
4.37
5.14
239
1.67
Granted – December 2023
500,000
3.50
5.17
880
1.76
Granted – June 2024
1,000,000
6.00
4.60
1,690
1.69
Granted – June 2024
1,000,000
8.00
4.60
1,300
1.30
Granted – June 2024
1,000,000
11.00
4.60
920
0.92
Granted – June 2024
1,000,000
14.00
4.60
685
0.69
Exercised
(54,287)
2.25
-
71
-
Forfeited
(200,739)
3.96
-
1.42
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
These options have an exercise price range of $
3.01
to $
14.00
.
The
Company
awarded
4,500,000
and
137,620
stock
options
to
employees
during
the
years
ended
June
30,
2024
and
2022,
respectively.
No
stock options were awarded during the year ended June 30, 2023.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-61
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity (continued)
Options (continued)
The
4,500,000
stock options awarded
during the
year ended June
30, 2024,
were awarded to
Ali Mazanderani,
the Company’s
Executive Chairman, and
500,000
of these stock options were granted pursuant to the 2022 Plan and
4,000,000
were granted pursuant
to shareholder approval
which was obtained on June
3, 2024. The
500,000
options will vest on the
first anniversary of the
grant date
of December 3, 2023, provided
that Mr.
Mazandarani continues to provide
services as Executive Chair through
the vesting date. The
4,000,000
options will
vest on
January 31,
2026,
subject to
Mr.
Mazanderani’s
ongoing service
through
to this
date. The
500,000
options will
vest immediately
if Mr.
Mazanderani’s
employment is
terminated by
the Company
without cause
on or
before the
first
anniversary of the grant date. The
4,500,000
stock options may only be exercised during a period commencing from January 31, 2028
to January 31, 2029.
On August 5, 2020, the Company granted one of its then non-employee directors,
and now the Company’s Executive Chairman,
Mr.
Ali Mazanderani,
in his
capacity as
a consultant
to the Company,
150,000
stock options
with an
exercise price
of $
3.50
. These
stock
options
were
subject
to the
non-employee
director’s
continuous
service
through
the
applicable
vesting
date,
and
half
of
the
options vested
on each
of the
first and
second anniversaries
of the
grant date.
The stock
options expired
unexercised on
August 5,
2023.
During
the
years
ended
June
30,
2024,
2023
and
2022,
116,063
,
327,965
and
376,348
stock
options
became
exercisable,
respectively. During the year ended June 30, 2023, an employee delivered
23,934
shares of the Company’s common stock to exercise
37,500
stock options with an aggregate
strike price of $
0.1
million. These
23,934
shares of common stock
have been included in
the
Company’s treasury stock.
The employee also elected to deliver
6,105
shares of the Company’s common stock to settle income
taxes
arising upon exercise of the stock options, and
these shares have also been included in
the Company’s treasury stock. During the years
ended
June
30,
2024,
2023
and
2022,
the
Company
received
approximately
$
0.2
million,
$
0.5
million
and
$
0.8
million
from
the
exercise of
54,287
,
158,659
and
249,521
stock options, respectively.
During
the
years
ended
June
30,
2024,
2023
and
2022,
employees
forfeited
200,739
,
94,292
,
and
256,706
stock
options,
respectively. The
stock options forfeited had strike prices ranging from $
3.01
to $
11.23
.
Options (continued)
The following table presents stock options vested and expected to vest as of
June 30, 2024:
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, 2024
4,918,248
8.70
4.51
889
These options have an exercise price range of $
3.01
to $
14.00
, and include the
4,000,000
options awarded in June 2024.
The following table presents stock options that are exercisable as of June
30, 2024:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - June 30, 2024
391,342
4.71
5.39
299
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-62
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity
(continued)
Restricted stock
The following table summarizes restricted stock activity for the years
ended June 30, 2023 and 2022:
Number of shares of
restricted stock
Weighted average grant
date fair value
($’000)
Non-vested – June 30, 2021
384,560
1,123
Total granted
2,168,110
11,097
Granted – July 2021
234,608
963
Granted – August 2021
44,986
192
Granted – November and December 2021
326,158
1,766
Granted – December 2021
50,300
269
Granted – February 2022
29,920
146
Granted – March 2022
207,859
1,097
Granted – April 2022
1,250,486
6,540
Granted – May 2022
23,793
124
Total granted and vested - November and December 2021
-
-
Granted - November and December 2021
71,647
393
Vested
- November and December 2021
(71,647)
393
Total vested
(61,861)
306
Total forfeitures
(105,542)
542
Forfeitures - employee terminations
(75,542)
382
Forfeitures – September 2018 awards with market conditions
(30,000)
160
Non-vested – June 30, 2022
2,385,267
11,879
Total granted
1,085,981
4,411
Granted – July 2022
32,582
172
Granted – August 2022
179,498
995
Granted - November 2022
150,000
605
Granted - December 2022
430,399
1,862
Granted - January 2023
11,806
57
Granted - June 2023
23,828
124
Granted - December 2022 - performance awards
257,868
596
Total vested
(742,464)
3,171
Vested
– July 2022
(78,801)
410
Vested
– November 2022
(59,833)
250
Vested
– December 2022
(7,060)
29
Vested
– February 2023
(19,179)
83
Vested
– March 2023
(69,286)
326
Vested
– April 2023
(418,502)
1,721
Vested
– May 2023
(61,861)
217
Vested
– June 2023
(27,942)
135
Total forfeitures
(114,365)
554
Forfeitures - employee terminations
(34,365)
138
Forfeitures – February 2020 award with market condition
(80,000)
416
Non-vested – June 30, 2023
2,614,419
11,869
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-63
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity
(continued)
Restricted stock (continued)
The following table summarizes restricted stock activity for the year
ended June 30, 2024:
Number of shares of
restricted stock
Weighted average grant
date fair value
($’000)
Non-vested – June 30, 2023
2,614,419
11,869
Total granted
1,002,241
3,942
Granted – October 2023
333,080
1,456
Granted – October 2023, with performance conditions
310,916
955
Granted – October 2023
225,000
983
Granted – January 2024
56,330
197
Granted – February 2024
9,195
31
Granted - June 2024
67,720
320
Total vested
(1,232,251)
5,208
Vested
– July 2023
(78,800)
302
Vested
– November 2023
(109,833)
429
Vested
– December 2023
(67,073)
234
Vested
– February 2024
(14,811)
53
Vested
– March 2024
(69,286)
256
Vested
– April 2024
(394,932)
1,630
Vested
– May 2024
(88,617)
391
Vested
– June 2024
(350,247)
1,639
Vested
– June 2024, with performance conditions
(58,652)
274
Total forfeitures
(299,463)
1,315
Forfeitures - employee terminations
(82,077)
298
Forfeitures – May and July 2021 awards with market condition
(217,386)
1,017
Non-vested – June 30, 2024
2,084,946
8,736
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity (continued)
Restricted stock
Awards granted
In October 2023, the Company
awarded
333,080
shares of restricted stock with time-based
vesting conditions to approximately
150
employees, which are subject to the employees continued employment with the Company through the applicable vesting dates. In
October 2023, the Company awarded
310,916
shares of restricted stock to executive officers
which contained time and performance-
based
(market
conditions
related
to
share
price
performance)
vesting
conditions.
The
Company
also
awarded
225,000
shares
of
restricted stock to an executive officer in
October 2023, which vest on June 30, 2025, except if the executive
officer is terminated for
cause, in which case the award will be forfeited. In January 2024, February 2024 and June
2024, the Company awarded
56,330
;
9,195
and
67,720
shares of restricted stock with time-based vesting conditions to employees.
In July 2022,
December 2022, January
2023 and June
2023, the Company
awarded
32,582
,
430,399
,
11,806
and
23,828
shares
of restricted stock, respectively, to employees
and an executive officer which have time-based vesting conditions. In December
2022,
the Company awarded
257,868
shares of restricted
stock to executive
officers which contained
time and performance-based
(market
conditions related to
share price performance) vesting
conditions. The Company
also agreed to match,
on a
one
-for-one basis, (1)
an
employee’s purchase of up to $
1.0
million worth of the Company’s shares of common stock in open market purchases, and in August
2022, the Company granted
179,498
shares of restricted stock to the employee, and (2) another employee’s purchase of up to
150,000
shares
of
the
Company’s
common
stock,
and
in
November
2022,
the
Company
granted
150,000
shares
of
restricted
stock
to
the
employee.
These
shares
of
restricted
stock
contain
time-based
vesting
conditions.
The
Company
awarded
300,000
shares
to
an
executive officer on December 31, 2022, which vested on the date
of the award.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-64
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Awards granted
(continued)
On June 30, 2021, the Company
entered into employment agreements with
Mr. Chris G.B.
Meyer, under which
Mr. Meyer was
appointed Group Chief Executive Officer of the Company effective July
1, 2021. Mr. Meyer was awarded
117,304
shares of restricted
stock on July
1, 2021, which were
subject to time-based
vesting and vest
in full on June
30, 2024, subject
to Mr.
Meyer’s continued
service to the
Company through June
30, 2024. In
addition, under the
terms of Mr. Meyer’s engagement,
the Company’s Remuneration
Committee also awarded Mr. Meyer
117,304
shares of restricted stock which include performance conditions and which only vest on
June 30,
2024 if
the performance
conditions are
met and
Mr.
Meyer remains
employed with
the Company
through June
30, 2024.
Vesting
of
half
of
these
awards,
or
58,652
shares
of
restricted
stock,
is
subject
to
the Company
achieving
its
three-year
financial
services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price
growth
targets,
and only
vest if
the Company’s
share price
is $
8.14
or higher
on June
30, 2024.
On March
1, 2022,
the Company
awarded
207,859
shares of restricted
stock to executive
officers and
vesting of these
awards is subject
to the executive’s
continuous
service through
the applicable vesting
date, one
third of which
vests on each
of the first,
second and third
anniversaries of
the grant
date.
On
April
14,
2022,
the
Company
granted
1,250,486
shares
of
restricted
stock
to
employees
of
Connect
pursuant
to
the
Sale
Agreement. The
award includes
an equalization
mechanism to
maintain a
return of
$
7.50
per share
of restricted
stock upon
vesting
through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed
50
% under the terms of the
award.
Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted
stock which were subject to them purchasing an agreed value of
shares (“matching awards”) in the market during a prescribed period
of time. However, these
executives were unable to
purchase shares in
the market during
that period due
to a Company-imposed
insider-
trading
restriction
placed
on
them.
On
November
15,
2021,
the
Company
amended
the
terms
of
these
awards
in
order
to
put
the
executives into an economically equivalent position, as follows:
(i) assume
that the
executives would
have purchased
their agreed
allocation within
their first
30
days post
commencement of
employment had they not been embargoed;
(ii) require the
executives to fulfill
their agreed allocations
within a short
period following release
of the Company’s
Quarterly
Report on Form 10-Q for the three months ended September 30, 2021;
(iii) to the
extent that the
price per share
actually paid is
greater than the
30
-day volume-weighted
average price (“VWAP”)
in
their respective first
months of employment, award
the executives a
top-up (“top up awards”)
which amounts to
the after-tax difference
between (a) number of shares purchased at
the
30
-day VWAP in their respective first months of employment and (b) number of
shares
purchased at the actual share price paid. The top-up will be settled as follows: (a)
55
% in shares of the Company’s common stock and
(b)
45
%, at the election of
the executive, as either shares
of the Company’s common stock or cash. The top
up awards were not subject
to any vesting conditions and vested immediately; and
(iv)
adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards
vest ratably over a period of
three years
commencing on the first anniversary of the grant of the matching awards.
The
executives
acquired
shares
during
November
and
December
2021,
and
the
Company
granted
the
executives
326,158
matching
awards and
71,647
top up
awards. In
May 2022,
the Company
amended the
terms of
these awards
to change
the vesting
dates from when the
shares were acquired in
November and December 2021
to the anniversary of
the executive’s
date of joining the
Company. The shares
continue to vest ratably over
three years
on the applicable vesting date.
Effective January 1,
2022, the Company agreed
to grant an advisor
shares in lieu of
cash for services provided
to the Company
during a contract term that will
expire on December 31, 2022.
The contract could have been terminated
early if certain agreed events
occur,
and the contract was mutually terminated in
November 2022 as no further services
were required. The advisor agreed to receive
6,481
shares of
the Company’s
common stock
per month
as payment
for services
rendered and
is not
entitled to
receive additional
shares if the contract is
terminated early due to the
occurrence of the agreed events.
The
6,481
shares granted per month
was calculated
using an
agreed monthly
fee of
$
35,000
divided by
the Company’s
closing market
price on
January 3,
2022, on
the Nasdaq
Global
Select
Market.
The
Company
and
the
advisor
have
agreed
that
the
Company
will
issue
the
shares
to
the
advisor,
in arrears,
on
a
quarterly basis and that the shares
may not be transferred until the
earlier of December 31, 2022, or
the occurrence of the agreed event.
During each
of the years
ended June 30,
2023
and 2022, respectively,
the Company recorded
a stock-based compensation
charge of
$
0.2
million and included the issuance of
32,405
and
38,886
shares of common stock in its issued and outstanding share count.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-65
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Awards vested
During the years
ended June 30,
2024, 2023 and
2022, respectively,
1,002,241
,
742,464
and
133,508
shares of restricted
stock
with time-based and performance-based
vesting conditions vested. The June 30, 2024,
shares of stock vesting includes
58,652
shares
with a performance-based condition related to the achievement of the 2021 to 2024 financial services plan. The fair
value of restricted
stock which vested during
the years ended
June 30, 2024,
2023 and 2022,
was $
5.2
million, $
3.2
million and $
0.4
million, respectively.
In May
2024,
55,598
shares of
restricted stock
granted to
Mr.
Mali vested
and he
elected for
25,020
shares to
be withheld
to
satisfy the withholding tax liability on the vesting of these shares. In addition, in November and
December 2023
and February, April,
May and June
2024, an aggregate
of
556,889
shares of restricted
stock granted to employees
vested and they elected
for
128,415
shares
to be
withheld to
satisfy the
withholding tax
liability on
the vesting
of these
shares. In
July 2022,
78,801
shares of
restricted stock
granted to Mr.
Meyer vested and he
elected for
35,460
shares to be withheld
to satisfy the withholding
tax liability on the
vesting of
these shares. In May 2023,
55,599
shares of restricted stock granted to
Mr. Mali vested and he elected for
25,020
shares to be withheld
to satisfy
the withholding
tax liability
on the
vesting of
these shares.
In addition,
in November
and December
2022 and
February,
April, May and June
2023, an aggregate of
434,279
shares of restricted stock
granted to employees vested
and they elected for
190,394
shares to be withheld
to satisfy the withholding
tax liability on the
vesting of these shares.
These
153,435
(
25,020
plus
128,415
) and
250,874
(
35,460
plus
25,020
plus
190,394
) shares
have been
included in
our treasury
shares for
the year
ended June
30, 2024
and
2023, respectively.
The
133,508
shares of restricted
stock that vested
during the year
ended June 30,
2022, includes the
71,647
top up awards
referred
to above
and
29,919
shares of restricted
stock that
vested following
the change
in vesting date
to the
anniversary of
the executive’s
date of joining the Company.
Awards forfeited
During the year
ended June 30,
2024,
217,386
shares of restricted
stock were forfeited
by executive officers
(including former
executive officers)
as the
market condition
(related to
share price
performance)
were not
achieved.
During the
year ended
June 30,
2024, employees forfeited
82,077
shares of restricted stock following their termination of employment with the Company.
During the year ended June 30, 2023,
80,000
shares of restricted stock were forfeited by an executive officer as the performance
condition (related to net asset
value targets) was not achieved.
During the year ended
June 30, 2023, employees
forfeited
34,365
shares
of restricted stock following their termination of employment with the Company.
During
the
year
ended
June
30,
2022,
30,000
shares
of
restricted
stock
were
forfeited
by
an
executive
officer
as
the market
condition (related to share price performance) was not achieved and the
75,542
shares of restricted stock were forfeited by employees
following termination of their employment.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-66
17.
STOCK-BASED COMPENSATION
(continued)
Stock-based compensation charge and unrecognized compensation
cost
The Company has
recorded a net stock
compensation charge
of $
7.9
million, $
7.3
million and $
3.0
million for the
years ended
June 30, 2024, 2023 and 2022, respectively,
which comprised:
Total
charge
Allocated to IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Year
ended June 30, 2024
Stock-based compensation charge
$
8,045
$
-
$
8,045
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(134)
-
(134)
Total - year ended June
30, 2024
$
7,911
$
-
$
7,911
Year
ended June 30, 2023
Stock-based compensation charge
$
7,673
$
-
$
7,673
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(364)
-
(364)
Total - year ended June
30, 2023
$
7,309
$
-
$
7,309
Year
ended June 30, 2022
Stock-based compensation charge
$
3,082
$
-
$
3,082
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(120)
-
(120)
Total - year ended June
30, 2022
$
2,962
$
-
$
2,962
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, 2024, the
total unrecognized
compensation cost related
to stock options
was approximately
$
5.0
million, which
the
Company
expects
to
recognize
over
approximately
two years
.
As of
June
30,
2024,
the
total
unrecognized
compensation
cost
related to restricted stock awards was approximately $
4.2
million, which the Company expects to recognize over approximately
three
years
.
Income tax consequences
The Company
recorded a
deferred tax
asset of
approximately $
1.3
million and
$
0.6
million, as
of June
30, 2024
and June
30,
2023, respectively.
As of
June 30,
2024 and
2023, the
Company recorded
a valuation
allowance of
approximately $
1.3
million and
$
0.6
million respectively,
related to
the deferred
tax asset
because it
does not
believe that
the stock-based
compensation deduction
would
be
utilized
as
it
does
not
anticipate
generating
sufficient
taxable
income
in
the
United
States.
The
Company
deducts
the
difference between the market value on date of exercise by the option recipient and the exercise price from income subject to taxation
in the United States.
18.
INCOME TAX
Income tax expense
The table
below presents
the components
of (loss)
income before
income taxes
expense (benefit)
for the
years ended
June 30,
2024, 2023 and 2022:
2024
2023
2022
South Africa
$
(4,405)
$
(21,308)
$
(31,266)
United States
(8,705)
(10,755)
(8,509)
Liechtenstein
-
-
(509)
Other
312
(203)
384
Loss before income tax expense (benefit)
$
(12,798)
$
(32,266)
$
(39,900)
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-67
18.
INCOME TAX (continued)
Income tax expense (continued)
Presented below
is income tax
expense (benefit)
by location of
the taxing
jurisdiction for the
years ended
June 30, 2024,
2023
and 2022:
2024
2023
2022
Current tax expense
$
5,766
$
6,317
$
2,309
South Africa
5,634
6,317
2,309
Other
132
-
-
Deferred tax expense (benefit)
(2,712)
(7,442)
(2,044)
South Africa
(2,716)
(7,490)
(2,154)
Other
4
48
110
Foreign tax credits generated – United States
309
115
62
Change in tax rate – South Africa
-
(1,299)
-
Income tax expense (benefit)
$
3,363
$
(2,309)
$
327
There were
no
changes to the
enacted income tax
rate in the
years ended June
30, 2024 and
2022 in any
of our major
jurisdictions.
The South African corporate
income tax rate reduced
from
28
% to
27
%, effective from
July 1, 2022, for all
of the Company’s
South
African subsidiaries with
income tax years
commencing on July
1, 2022. The
change in the
income tax rate
was enacted on
January
5, 2023, and accordingly all deferred taxes assets and liabilities were remeasured to the new tax rate on
that date. This resulted. in the
inclusion of an
income tax benefit
of $
1.3
million in the Company’s
income tax expense
(benefit) line in
its consolidated statements
of operations for the
year ended June
30, 2023, as
a result of
the reversal of
a portion of
the deferred tax
assets and liabilities
recognized
as of December 31, 2022.
The Company’s current tax expense for the year ended June 30, 2024, was lower than the previous year due to the lower taxable
income generated by the Company’s
subsidiaries during the year ended June 30, 2024, compared with the year ended June
30, 2023.
The Company’s deferred tax expense (benefit) for the year ended June
30, 2024, was lower compared with the
previous year due
to the
inclusion of
the deferred
tax benefit
recorded during
the year
ended June
30, 2023,
related to
the amortization
of intangible
assets recognized
due to
the acquisition
of Connect.
Deferred tax
expense (benefit)
for the
year ended
June 30,
2024, also
includes
lower prepaid
expense balances
as of
June 30,
2024 which
reduces
the
deferred
tax benefit.
The Company’s
deferred tax
expense
(benefit) for the year ended June 30, 2023, was higher
than the previous year due to the inclusion of the deferred tax benefit
recorded
during the year ended June 30, 2023, related to the amortization of intangible assets recognized due to
the acquisition of Connect. The
amount for the
year ended
June 30,
2023, also includes
a deferred tax
benefit related to
an expense
paid by
Connect before the
Company
acquired the business and which was subsequently determined to be deductible
for tax purposes of approximately $
2.0
million.
During the years
ended June 30,
2024, 2023 and
2022, the Company
incurred net operating
losses through certain
of its South
African wholly-owned
subsidiaries and recorded
a deferred tax
benefit related to
these losses. However,
the Company
has created a
valuation allowance for certain of these net operating losses which reduced
the deferred tax benefit recorded.
A reconciliation
of income
taxes, calculated
at the
fully-distributed South
African income
tax rate
to the
Company’s
effective
tax rate, for the years ended June 30, 2024, 2023 and 2022, is as follows:
2024
2023
2022
Income taxes at South African income tax rates
27.00
%
27.00
%
28.00
%
Non-deductible interest expense
(24.55)
%
-
-
-
-
Movement in valuation allowance
(22.15)
%
(17.66)
%
(22.05)
%
Non-deductible transaction costs
(5.91)
%
-
-
-
-
Capital gains tax rate differential
1.62
%
(0.51)
%
0.11
%
Prior year adjustments
(1.37)
%
7.60
%
0.01
%
Non-deductible items
(1.11)
%
(13.28)
%
(6.59)
%
Foreign tax credits
0.19
%
-
-
Foreign tax rate differential
-
(0.02)
%
0.02
%
Change in tax laws – South Africa
-
4.03
%
-
Release from FCTR
-
-
(0.33)
%
Effective tax rate
(26.28)
%
7.16
%
(0.83)
%
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-68
18.
INCOME TAX (continued)
Income tax expense (continued)
Percentages included in
the 2024
and 2022 columns
in the
reconciliation of income
taxes presented above
are specifically impacted
by the loss incurred by the
Company during the years ended June
30, 2024 and 2022. For instance,
for the year ended June 30, 2024,
income tax expense of $
3.4
million represents (
26.28
%) multiplied by the loss before tax expense (benefit) of $(
12,798
).
Movement in the
valuation allowance for
the year
ended June
30, 2024, includes
allowances created related
to certain net
operating
loss carryforwards generated during
the year. Non-deductible
items for the year ended June
30, 2024, includes transactions costs
and
interest expense incurred which the Company cannot deduct for income
tax purposes
Movement in the
valuation allowance for
the year
ended June
30, 2023, includes
allowances created related
to certain net
operating
losses
incurred
during
the
year.
Non-deductible
items
for
the
year
ended
June
30,
2023,
includes
the
goodwill
impairment
loss
recognized and interest expense incurred which the Company cannot deduct
for income tax purposes.
Movement in the valuation allowance
for the year ended
June 30, 2022, includes
allowances created related to
net operating losses
incurred during the
year. Non-deductible items for
the year ended
June 30,
2022, includes the
transaction costs related
to the acquisition
of Connect.
Deferred tax assets and liabilities
Deferred
taxes
reflect
the
temporary
differences
between
the financial
statement
carrying
amount
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 and carryforwards 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,
2024
2023
Total
deferred tax assets
Equity accounted investments and equity investments
$
38,039
$
36,267
Net operating loss carryforwards
42,025
39,486
Foreign tax credit carryforwards
32,527
32,599
Provisions and accruals
3,294
3,165
FTS patent
-
40
Other
4,494
4,217
Total
deferred tax assets before valuation allowance
120,379
115,774
Valuation
allowances
(114,687)
(109,120)
Total
deferred tax assets, net of valuation allowance
5,692
6,654
Total
deferred tax liabilities:
Intangible assets
29,918
32,731
Equity investments
10,354
10,354
Other
102
94
Total
deferred tax liabilities
40,374
43,179
Reported as
Long-term deferred tax assets, net
3,446
10,315
Long-term deferred tax liabilities, net
38,128
46,840
Net deferred tax liabilities
$
34,682
$
36,525
Decrease in total net deferred tax liabilities
Equity-accounted investments and equity investments
Equity-accounting investments and equity
investments as of
June 30, 2024
and 2023, comprises
the temporary differences arising
from the
difference
between the
amount paid
for Cell
C in
August 2017
and the
its financial
statements carrying
amount as
of the
respective
year
end,
of $
0.0
million,
difference
between
the amount
paid
for CPS
in 2004
and
the its
financial
statement carrying
amount as of the respective
year end, of $
0.0
million, and temporary differences
arising from the disposal of
Finbond which resulted
in the generation of capital loss carryforwards.
The change in Equity-accounting investments and equity investments also includes the
impact of currency changes between the South African Rand against the United
States dollar.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-69
18.
INCOME TAX (continued)
Deferred tax assets and liabilities (continued)
Decrease in total net deferred tax liabilities (continued)
Net operating loss carryforwards
Net operating loss carryforwards have increased due
to losses incurred by certain of the Company’s
subsidiaries and the impact
of currency
changes between
the South
African
Rand against
the United
States dollar,
which
was partially
offset
by net
operating
losses carryforwards forfeited following the substantial liquidation
of certain of the Company’s subsidiaries.
Intangibles assets
Intangible assets include intangible assets recognized related to the acquisition of Connect during the year ended June 30,
2022 (refer to Note 3) and have decreased compared to June 30, 2023,
due to the amortization of the intangible assets.
Equity investments
Investment
includes
our
investment
in
MobiKwik
(refer
to
Note
9),
and
there
were
no
adjustments
to
the
carrying
value
of
investment in MobiKwik during the year ended June 30, 2024.
Increase in valuation allowance
At June
30,
2024,
the Company
had
deferred
tax assets
of $
5.7
million
(2023:
$
6.7
million),
net of
the valuation
allowance.
Management believes,
based on
the weight
of available
positive and
negative evidence
it is
more likely
than not
that the
Company
will realize
the benefits
of these
deductible temporary
differences and
carryforwards, net
of the
valuation allowance.
However,
the
amount of the deferred tax asset considered realizable could be adjusted
in the future if estimates of taxable income are revised.
At June
30, 2024,
the Company
had a
valuation allowance
of $
114.7
million (2023:
$
109.1
million) to
reduce its
deferred tax
assets to
the estimated
realizable
value. The
movement
in the
valuation
allowance for
the years
ended June
30, 2024
and
2023, is
presented below:
Total
Equity-
accounting
investments
and equity
investments
Net operating
loss carry-
forwards
Foreign tax
credit carry-
forwards
Other
July 1, 2022
$
117,101
$
42,587
$
39,652
$
32,671
$
2,191
Charged to statement of operations
5,916
5
5,492
-
419
Reversed to statement of operations
(1,701)
-
(579)
(510)
(612)
Change in tax rate - South Africa
(2,351)
(1,190)
(1,161)
-
-
Foreign currency adjustment
(9,845)
(5,135)
(5,023)
438
(125)
Net change in the valuation allowance
(7,981)
(6,320)
(1,271)
(72)
(318)
June 30, 2023
109,120
36,267
38,381
32,599
1,873
Charged to statement of operations
5,061
665
3,163
-
1,233
Reversed to statement of operations
(1,865)
-
(1,793)
(72)
-
Foreign currency adjustment
2,371
1,107
1,215
-
49
Net change in the valuation allowance
5,567
1,772
2,585
(72)
1,282
June 30, 2024
$
114,687
$
38,039
$
40,966
$
32,527
$
3,155
Net operating loss carryforwards and foreign tax credit carryforwards
South Africa
Net operating loss
carryforwards generated
in South Africa 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.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-70
18.
INCOME TAX (continued)
Deferred tax assets and liabilities (continued)
Net operating loss carryforwards and foreign tax credit carryforwards (continued
United States
Net operating
loss carryforwards
generated in
the United States
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.
Lesaka had
no
net unused foreign
tax credits
that are more
likely than
not to
be realized as
of June
30, 2024 and
2023, respectively.
Unrecognized tax benefits
As of June 30, 2023 and 2024, the Company had
no
unrecognized tax benefits. The Company files income tax returns mainly in
South Africa,
Botswana, Namibia and in the U.S. federal jurisdiction. As of June 30, 2024, the Company’s South African subsidiaries
are no longer
subject to income
tax examination by the
South African Revenue Service
for periods before
June 30, 2020.
The Company
is subject to
income tax
in other
jurisdictions outside
South Africa,
none of which
are individually
material to its
financial position,
statement of cash flows, or results of operations.
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, 2024,
2023 and 2022.
Accordingly,
the two-class method presented below does not include the impact of
any redemption.
Basic (loss) earnings per share
includes shares of restricted stock that
meet the definition of a
participating security because these
shares are eligible
to receive non
-forfeitable dividend
equivalents at the
same rate as
common stock.
Basic (loss) earnings
per share
has been calculated using the two-class method and basic (loss) earnings per share for the years ended June 30,
2024, 2023 and 2022,
reflects only
undistributed
earnings. The
computation below
of basic
(loss) earnings
per share
excludes the
net loss
attributable
to
shares of unvested restricted
stock (participating non-vested
restricted stock) from
the numerator and excludes
the dilutive impact of
these unvested shares of restricted stock from the denominator.
Diluted (loss)
earnings per
share 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
46,777
,
112,783
and
191,448
shares of common stock from
the calculation of diluted
loss per share during
the years ended June 30,
2024, 2023 and 2022, respectively,
because the effect would
be antidilutive.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-71
19.
(LOSS) EARNINGS PER SHARE (continued)
The following
table presents net
loss attributable
to Lesaka
and the share
data used in
the basic and
diluted (loss)
earnings per
share computations using the two-class method for the years ended
June 30, 2024, 2023 and 2022:
2024
2023
2022
(in thousands except percent and per share data)
Numerator:
Net loss attributable to Lesaka
$
(17,440)
$
(35,074)
$
(43,876)
Undistributed loss
(17,440)
(35,074)
(43,876)
Percent allocated to common shareholders
(Calculation 1)
95%
95%
98%
Numerator for loss per share: basic and diluted
$
(16,651)
$
(33,407)
$
(43,006)
Denominator
Denominator for basic loss per share:
weighted-average common shares outstanding
61,276
60,134
57,207
Effect of dilutive securities:
Denominator for diluted loss per share: adjusted weighted average
common shares outstanding and assumed conversion
61,276
60,134
57,207
Loss per share:
Basic
$
(0.27)
$
(0.56)
$
(0.75)
Diluted
$
(0.27)
$
(0.56)
$
(0.75)
(Calculation 1)
Basic weighted-average common shares outstanding (A)
61,276
60,134
57,207
Basic weighted-average common shares outstanding and unvested
restricted shares expected to vest (B)
64,179
63,134
58,364
Percent allocated to common shareholders
(A) / (B)
95%
95%
98%
Options to
purchase
4,737,543
,
276,616
and
186,999
shares of
the Company’s
common stock
at prices
ranging from
$
4.87
to
$
14.00
(2024), $
4.87
to $
11.23
(2023) and
$
6.20
to $
11.23
(2022) per share
were outstanding
during the year
ended June 30,
2024,
2023 and 2022,
respectively, but were not included
in the computation
of diluted (loss)
earnings per share
because the options’
exercise
prices were greater
than the average
market price of
the Company’s common shares.
The options, which
expire at various
dates through
February 3, 2032, were still outstanding as of June 30, 2024.
20.
SUPPLEMENTAL CASH
FLOW INFORMATION
The following table presents supplemental cash flow disclosures for
the years ended June 30, 2024, 2023 and 2022:
2024
2023
2022
Cash received from interest
$
2,277
$
1,841
$
2,065
Cash paid for interest
$
17,381
$
13,278
$
5,817
Cash paid for income taxes, net of refunds received
$
6,506
$
7,200
$
1,138
As discussed in Note
17, during the year
ended June 30, 2023,
an employee exercised stock
options through the delivery
of
23,934
shares of
the Company’s
common stock
at the
closing price
on March
7, 2023
of $
4.76
under the
terms of
their option
agreements.
These shares are included in
the Company’s total share count and the
amount is reflected as
treasury shares on the consolidated balance
sheet as of June 30, 2023 and consolidated statement of changes in equity for
the year ended June 30, 2023.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-72
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 has been
ceded to
Nedbank. As this
cash has
been pledged
and ceded
it may not
be drawn and
is
considered restricted as
to use
and therefore is
classified as
restricted cash as
well. 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,
2024, 2023 and 2022:
2024
2023
2022
Cash and cash equivalents
$
59,065
$
35,499
$
43,940
Restricted cash
6,853
23,133
60,860
Cash, cash equivalents and restricted cash
$
65,918
$
58,632
$
104,800
Leases
The following
table presents
supplemental
cash flow
disclosure related
to leases
for the
years ended
June 30,
2024, 2023
and
2022:
2024
2023
2022
Cash paid related to lease liabilities
Operating cash flows from operating leases
$
3,238
$
2,866
$
3,971
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$
4,800
$
983
$
6,054
21.
OPERATING SEGMENTS
Operating segments
The Company discloses segment information as reflected in the management
information systems reports that its chief operating
decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in
which the entity holds material assets or reports material revenues.
The
Company
currently
has
two
reportable
segments:
Merchant
and
Consumer.
The
Company
operates
mainly
within
South
Africa.
The
Company’s
reportable
segments
offer
different
products
and
services
and
require
different
resources
and
marketing
strategies but share the Company’s
assets.
The Merchant segment
includes activities related
to the provision
of goods and
services provided to
corporate and other juristic
entities. The Company
earns fees from
processing activities performed
for its customers
and revenue generated
from the distribution
of
prepaid
airtime.
The
Company
provides
cash
management
and
payment
services
to
merchant
customers
through
a
digital
vault
(valuts) 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.
From July 1,
2023, the
segment includes fees
earned from
transactions performed
by
customers utilizing its ATM infrastructure. This segment also includes sales of hardware and licenses to customers. Hardware includes
the sale of POS devices, SIM
cards and other consumables which can
occur on an ad hoc
basis. Licenses include the right to
use certain
technology developed by the Company.
The Consumer segment
includes activities related
to the provision
of financial services
to customers,
including a bank
account,
loans and
insurance products.
The Company
charges monthly
administration fees
for all
bank accounts.
Customers that
have a
bank
account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point
of sale device (“POS”). The Company earns processing fees from transactions processed
for these customers. The Company also earns
fees on
transactions
performed by
other banks’
customers utilizing
its ATM
(until
June 30,
2023) or
POS. The
Company
provides
short-term loans to customers in South
Africa for which it earns
initiation and monthly service fees.
The Company writes life insurance
contracts, primarily funeral-benefit policies, and policy holders pay
the Company a monthly insurance premium.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-73
21.
OPERATING SEGMENTS
(continued)
The reconciliation
of the
reportable segment’s
revenue to
revenue from
external customers
for the
years ended
June 30,
2024,
2023 and 2022, respectively,
is as follows:
Revenue
Reportable
Segment
Inter-segment
Unallocated
From external
customers
Merchant
$
498,314
$
3,303
$
-
$
495,011
Consumer
69,211
-
-
69,211
Total for the year
ended June 30, 2024
$
567,525
$
3,303
$
-
$
564,222
Merchant
$
463,701
$
-
$
-
$
463,701
Consumer
62,801
-
-
62,801
Other
-
-
1,469
1,469
Total for the year
ended June 30, 2023
$
526,502
$
-
$
1,469
$
527,971
Merchant
$
156,689
$
12
$
-
$
156,677
Consumer
65,932
-
-
65,932
Total for the year
ended June 30, 2022
$
222,621
$
12
$
-
$
222,609
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’s reportable segments’
measure of
profit or
loss. The
Company does
not allocate
once-off items,
stock-based compensation
charges, certain
lease expenses
(“Lease adjustments”), depreciation
and amortization, impairment of
goodwill or other intangible
assets, other items (including
gains
or losses on disposal of investments, fair value adjustments to equity securities), interest income, interest expense, income tax expense
or (earnings) loss from equity-accounted investments to its reportable segments. Group costs
generally include: employee related costs
in relation to employees specifically hired for group roles and related directly to managing the US-listed entity; expenditures related to
compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; legal fees; group and US-listed
related audit fees; and
directors
and
officer’s
insurance
premiums.
Once-off
items
represent
non-recurring
expense
items,
including
costs
related
to
acquisitions and transactions consummated or ultimately
not pursued. Unrealized loss FV for currency adjustments
represents foreign
currency mark-to-market adjustments
on certain intercompany accounts.
The Lease adjustments reflect lease
expenses and the Stock-
based compensation
adjustments reflect
stock-based
compensation expense
and are
both excluded
from the
calculation of
Segment
Adjusted EBITDA
and are
therefore reported
as reconciling items
to reconcile
the reportable
segments’ Segment
Adjusted EBITDA
to the Company’s loss before
income tax expense.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-74
21.
OPERATING SEGMENTS
(continued)
The reconciliation of the reportable segments’ measures of profit or loss to loss before income taxes for the years ended June
30,
2024, 2023 and 2022, respectively,
is as follows:
2024
2023
2022
Reportable segments measure of profit or loss
$
48,018
$
36,845
$
(9,028)
Operating loss: Group costs
(7,844)
(9,109)
(8,587)
Once-off costs
(1,853)
(1,922)
(8,088)
Unrealized Loss FV for currency adjustments
83
(222)
-
Lease adjustments
(3,238)
(2,906)
(3,955)
Stock-based compensation charge adjustments
(7,911)
(7,309)
(2,962)
Depreciation and amortization
(23,665)
(23,685)
(7,575)
Impairment loss
-
(7,039)
-
Reversal of allowance for doubtful EMI debt receivable (Note 9)
250
-
-
Loss on disposal of equity-accounted investment (Note 9)
-
(205)
(376)
Gain related to fair value adjustment to currency options
-
-
3,691
Gain on disposal of equity securities
-
-
720
Interest income
2,294
1,853
2,089
Interest expense
(18,932)
(18,567)
(5,829)
Loss before income taxes
$
(12,798)
$
(32,266)
$
(39,900)
The following tables summarize segment information for the years ended
June 30, 2024, 2023 and 2022:
2024
2023
2022
Reportable segment revenue
Merchant
$
498,314
$
463,701
$
156,689
Consumer
69,211
62,801
65,932
Total reportable segment
revenue
567,525
526,502
222,621
Segment Adjusted EBITDA
Merchant
(1)
33,368
33,531
12,646
Consumer
(1)(2)
14,650
3,314
(21,674)
Total Segment Adjusted
EBITDA
48,018
36,845
(9,028)
Depreciation and amortization
Merchant
8,543
7,422
2,186
Consumer
734
1,114
1,660
Subtotal: Operating segments
9,277
8,536
3,846
Group costs
14,388
15,149
3,729
Total
23,665
23,685
7,575
Expenditures for long-lived assets
Merchant
11,348
12,986
2,846
Consumer
1,317
3,170
1,712
Subtotal: Operating segments
12,665
16,156
4,558
Group costs
-
-
-
Total
$
12,665
$
16,156
$
4,558
(1)
Segment
Adjusted
EBITDA
for
Merchant
includes
retrenchment
costs
of
$
0.3
million
(ZAR
4.9
million)
and
Consumer
includes
retrenchment costs of $
0.2
million (ZAR
3.5
million) for the year ended June 30, 2024; and
(2) Consumer Segment Adjusted EBITDA for the year ended June 30, 2022, includes reorganization costs of $
5.9
million (refer also Note 1).
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-75
21.
OPERATING SEGMENTS
(continued)
The segment
information as
reviewed by
the chief
operating decision
maker does
not include
a measure
of segment
assets per
segment as all of
the significant assets are
used in the operations
of all, rather than
any one, of the
segments. The Company does
not
have dedicated assets
assigned to a
particular operating segment.
Accordingly,
it is not meaningful
to attempt an arbitrary
allocation
and segment asset allocation is therefore not presented.
Long-lived assets based on their geographic location as of June 30, 2024,
2023 and 2022, are presented in the table below:
Long-lived assets
2024
2023
2022
South Africa
$
286,700
$
300,104
$
359,725
India - Investment in MobiKwik (Note 9)
76,297
76,297
76,297
Rest of world
2,548
2,197
2,811
Total
$
365,545
$
378,598
$
438,833
22.
COMMITMENTS AND CONTINGENCIES
Capital commitments
As
of
June
30,
2024
and
2023,
the
Company
had
outstanding
capital
commitments
of
approximately
$
0.3
million
and
$
0.1
million, respectively.
Purchase obligations
As of June 30,
2024 and 2023, the
Company had purchase
obligations totaling $
2.5
million and $
3.0
million, respectively.
The
purchase
obligations
as
of
June
30,
2024,
primarily
relate
to
POS
devices,
components
for
safe
assets
and
inventory
that
will
be
delivered to the Company and sold to customers in fiscal 2025.
Guarantees
The South African
Revenue Service and
certain of the
Company’s customers,
suppliers and other
business partners have
asked
the Company
to provide
them with
guarantees, including
standby letters
of credit,
issued by
South African
banks. The
Company is
required to procure these guarantees for these third parties to operate
its business.
Nedbank has
issued guarantees
to these
third parties
amounting to
ZAR
2.1
million ($
0.1
million, translated
at exchange
rates
applicable
as
of
June
30,
2024)
thereby
utilizing
part
of
the
Company’s
short-term
facilities.
The
Company
pays
commission
of
between
0.47
% per annum to
1.84
% per annum of the face
value of these guarantees and does
not recover any of the commission
from
third parties.
RMB has
issued
guarantees
to
these
third
parties
amounting
to
ZAR
33.1
million
($
1.8
million,
translated
at
exchange
rates
applicable as of June 30, 2024) thereby utilizing part of the Company’s
short-term facilities.
The Company has not recognized any obligation related to
these guarantees in its consolidated balance sheet as of
June 30, 2024.
The maximum potential
amount that the Company
could pay under
these guarantees is ZAR
35.2
million ($
1.9
million, translated at
exchange rates applicable
as of June 30, 2024).
As discussed in Note
12, the Company
has ceded and pledged
certain bank accounts
to Nedbank
as security
for these
guarantees
with an
aggregate value
of ZAR
2.1
million ($
0.1
million translated
at exchange
rates
applicable as
of June
30, 2024).
The guarantees
have reduced
the amount
available under
its indirect
and derivative
facilities in
the
Company’s short-term credit facility described
in Note 12.
Contingencies
The
Company
is
subject
to
a
variety
of
insignificant
claims
and
suits
that
arise
from
time
to
time
in
the
ordinary
course
of
business. Management
currently believes
that the
resolution of
these other
matters, individually
or in
the aggregate,
will not
have a
material adverse impact on the Company’s
financial position, results of operations or cash flows.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2024 and 2023 and 2022
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-76
23.
RELATED PARTY
TRANSACTIONS
VCP Agreement
On March
22, 2022, Lesaka
and Lesaka SA
entered into
a Securities Purchase
Agreement (the
“VCP Agreement”)
with Value
Capital Partners Proprietary Limited (“VCP”) , a
significant shareholder,
whereby VCP will procure that one or more funds under
its
management (the “Purchasing Funds”)
will subscribe for, and
Lesaka will have
the obligation to
issue and sell
to the Purchasing
Funds,
ZAR
350.0
million of common stock of Lesaka
if (i) an event of default occurs under
Facility G or Facility H, (ii) Lesaka SA
fails to
pay all outstanding
amounts in respect
of Facility H
on the maturity
date of such
facility, or
(iii) the market
capitalization
of Lesaka
on the
Nasdaq Capital
Market (based
on the
closing price
on such
exchange) falls
and remains
below the
U.S. dollar
equivalent of
ZAR
2.6
billion on more than one day. The VCP Agreement contains
customary representations and warranties from Lesaka and VCP
and covenants from Lesaka and Lesaka SA. In connection
with the VCP Agreement, Lesaka SA agreed to
pay VCP a commitment fee
in an amount equal to ZAR
5.25
million.
On March 16, 2023, VCP,
Lesaka and Lesaka SA, entered into an agreement (the “VCP Amendment Agreement”) to amend the
maturity date under
the agreement with
VCP to December
31, 2025, in
order to align
such date with the
maturity date of
Facility H.
In connection with the VCP Amendment Agreement, Lesaka
SA agreed to pay VCP
an additional commitment fee in an
amount equal
to ZAR
8.9
million, which is
calculated as
1
% per annum
of the support
provided over the period
of the extension,
as a result of
the
amendment to the maturity date.
Additionally,
Lesaka, Lesaka SA
and VCP entered
into a Step-In
Rights Letter on
March 22, 2022
with RMB, which
provides
RMB with step
in rights to
perform the obligations
or enforce the
rights of Lesaka
and Lesaka SA
under the VCP
Agreement to the
extent that Lesaka and Lesaka SA fail to do so and do not remedy such failure within
two business days of notice of such failure.
*****************************
ex14
Exhibit 14
LESAKA TECHNOLOGIES,
INC.
CODE OF ETHICS.
CONTENTS
CONTENTS
.............................................................................................................................................
2
1.
EXECUTIVE SUMMARY ..............................................................................................................
3
1.1.
INTRODUCTION ...........................................................................................................
3
2.
COMPLIANCE, WAIVERS OR AMENDMENTS
...........................................................................
4
2.1.
COMPLIANCE WITH THIS CODE ................................................................................
4
3.
COMPLIANCE WITH LAWS, RULES
AND REGULATIONS .......................................................
5
4.
CONFLICT OF INTEREST ...........................................................................................................
6
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT AND DIRECTORSHIP ..................................
6
4.2.
RELATIONSHIPS
WITH CLIENTS, CUSTOMERS AND SUPPLIERS ........................
6
4.3.
GIFTS, HOSPITALITY
AND FAVOURS ........................................................................
6
4.4.
PERSONAL INVESTMENTS.........................................................................................
7
4.5.
INSIDER INFORMATION
AND INSIDER TRADING ....................................................
7
4.6.
REMUNERATION
..........................................................................................................
7
5.
EMPLOYMENT EQUITY,
ENVIRONMENTAL
RESPONSIBILITY AND POLITICAL SUPPORT 8
6.
LESAKA’S FUNDS,
PROPERTY AND RECORDS ......................................................................
8
7.
EMPLOYMENT MATTERS ...........................................................................................................
9
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS .................................................
9
9.
PRIVACY AND CONFIDENTIALITY ...........................................................................................
10
10.
EMPLOYEE OBLIGATIONS .......................................................................................................
11
11.
POLICY REVIEW
........................................................................................................................
11
1.
EXECUTIVE SUMMARY
1.1.
INTRODUCTION
Lesaka Technologies,
Inc. and its
subsidiaries (hereinafter referred
to as “Lesaka”)
are committed to
a policy of
fairness
and
integrity
in
the
conducting
of
their
businesses.
This
commitment,
endorsed
by
the
Board
of
Directors
of
Lesaka
(hereinafter
referred
to
as
the
“Board”),
is
based
on
the
fundamental
belief
that
business
should
be
conducted
to
the
highest ethical standards of honesty,
fairness and legality.
Lesaka’s Value
Statement
An insurgent
entrepreneurial
spirit is
at our
core. It
drives our
innovative thinking
and relentless
search
for
disruptive
solutions.
It
is
a
spirit
that
is
carried
with
a
bone-deep
integrity,
a
non-
negotiable commitment to doing the right thing and always
doing what we say we will do.
This is the
bedrock of our
environment where we
relish open and
safe debate, embracing
all ideas,
recognising that our
collective wisdom will
find the answers
and allow the best
ideas to succeed.
Our environment is
driven by a
belief in
shared ownership, based
on a
commitment to performance
and accountability,
and an energised bias to action.
These are
our values
that underpin
our mission
to enable
Merchants to
compete and
grow,
and
Grant Beneficiaries to improve
their lives, by providing
innovative financial technology and
value-
creating solutions.
This Code
of Ethics
(hereinafter referred
to as
this “Code”)
is Lesaka’s
promise
that our
Values
Statement
and ethical
standards will form the basis for all endeavours of Lesaka. Lesaka has established this Code as part of its overall policies
and procedures. To
the extent that other Lesaka policies and procedures
conflict with this Code, this Code will prevail.
This Code will apply equally to all employees and other representatives of Lesaka. The term “Employees”
has been used
in the broadest sense and includes:
●
All staff with whom a service contract exists;
●
Management and non-management;
●
Directors including non-executive Directors;
and
●
Contractors, consultants and temporary staff.
This Code
is designed
to inform
Employees of
policies in
various areas.
Therefore, Lesaka
expects all
Employees and
other representatives to share its commitment to high
moral, ethical and legal standards.
The most current
version of
this Code will
be distributed
to all
Employees, posted
and maintained
on Lesaka’s
website,
and filed as an exhibit to
Lesaka’s Annual Report on Form 10-K. Lesaka’s Annual Report on Form 10-K
shall disclose that
this Code is maintained on its website and shall
disclose that substantive amendments and waivers will also be posted on
Lesaka’s website.
Please study this Code carefully so that you understand Lesaka’s expectations
and
your obligations.
2.
COMPLIANCE, WAIVERS OR AMENDMENTS
2.1.
COMPLIANCE WITH THIS CODE
Compliance
with
this
Code
by
all
Employees
is
mandatory.
If
any
Employee
becomes
aware
of,
or
suspects,
a
contravention of this
Code, such Employee
must promptly and
confidentially advise their
line manager, the Head
of Human
Capital or a member of the Compliance Department (provided
such person was not involved in the alleged violation).
Lesaka’s efforts to ensure observance of, and adherence
to, the goals and policies
outlined in this Code mandate that
you
must promptly
bring to
the attention
of your
line manager, the
Head of
Human
Capital or
a member
of the
Risk, Compliance
or
Fraud
Risk
Departments
(provided
such
person
was
not
involved
in
the
alleged
violation)
any
material
transaction,
relationship, act, failure to act, occurrence or practice that you believe, in good faith, is inconsistent with, in violation of, or
reasonably could be expected to give rise to a violation of,
this Code. In the event that an Employee feels unable to report
such
matters
via
the
aforementioned
channels,
then
the
Lesaka
Whistleblowing
Hotline
is
available
for
safe
and
anonymous reporting of any potential breaches of this
policy.
The matter will be investigated and dealt with according to the Lesaka’s Whistleblowing Policy. Failure to report violations
of this Code will itself be considered a serious violation
of this Code.
It is Lesaka’s policy that no retaliation or other adverse action will be taken against any Employee for
good-faith reports of
Code violations.
Persons who
discriminate, retaliate or
harass may
be subject
to civil,
criminal and
administrative penalties,
as well as disciplinary action, up to and including termination
of employment for cause.
Managers set
an example
for other Employees
and are
often responsible for
directing the actions
of others.
Every manager
and supervisor is expected to
take necessary actions to ensure
compliance with this Code, to
provide guidance and assist
Employees
in
resolving
questions
concerning
this
Code
and
to
permit
Employees
to
express
any
concerns
regarding
compliance with this Code.
No one has the authority to order another Employee to
act in a manner that is contrary to this Code.
2.2.
WAIVERS OF OR AMENDMENTS TO THIS CODE
Any waivers of or amendments to this Code must be
in writing and must be approved in advance by the Board.
Waivers and amendments, and the reason therefore, shall be disclosed as required under applicable law
and regulations.
If Employees are in
doubt about the application
of this Code, they
should discuss the
matter with their
line manager,
the
Head of Human Capital,
or the Compliance Department.
3.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Employees must comply with all
applicable laws, rules and regulations
which relate to their activities
for and on behalf of
Lesaka. Lesaka
will not
tolerate any
violation
of the
law or
unethical business
dealing by
any Employee,
including any
payment for, or other participation
in, an illegal act, such as bribery.
Lesaka is committed
to full
compliance with
the laws,
rules and
regulations of
the cities,
states and countries
in which it
operates. You
must comply with all applicable laws, rules and regulations
in performing your duties for Lesaka.
Numerous
federal,
state
and
local
laws,
rules
and
regulations
define
and
establish
obligations
with
which
Lesaka,
its
Employees
and
agents
must
comply.
Under
certain
circumstances,
local
country
law
may
establish
requirements
that
differ from this Code.
You
are
expected
to
comply
with
all
local
country
laws
in
conducting
Lesaka’s
business.
If
you
violate
these
laws
or
regulations in performing your duties for Lesaka,
you not only risk individual indictment, prosecution and
penalties, as well
as civil actions and penalties, but also subject Lesaka to
the same risks and penalties.
If you violate these laws in
performing duties for Lesaka, you
will be subjected to immediate
disciplinary action, including
possible termination of your employment or affiliation
with Lesaka.
Employees
must
ensure
that
their
conduct
cannot
be
interpreted
as
being
in
any
way
in
contravention
of
applicable laws, rules and regulations governing the operations
of
Lesaka
.
3.1.
FOREIGN CORRUPT PRACTICES ACT
Lesaka Employees are expressly prohibited from,
directly or indirectly,
offering payment, promising to pay,
or authorizing
the payment of any
money,
or offering any
gift or non-monetary
offer or benefit,
promising to give a
gift or non-monetary
offer
or benefit,
or authorizing
the
giving of
anything
of value
to
any foreign
and/or
local official
or any
foreign political
party, official
of any foreign political party,
or candidate for governmental or political office
for purposes of:
●
Influencing any act or decision of that foreign and/or local official, political party or candidate in his/ her/ its official
capacity;
●
Inducing that foreign and/or
local official, candidate
or political party to
do or omit to do
any act in violation of
the
lawful duty of that official, candidate or party,
or
●
Securing any improper advantage; or
●
Inducing that foreign and/or local official, candidate
or political party to use his/ her/ its influence with
local and/or
foreign
government
or
instrumentality
to
affect
or
influence
any
act
or
decision
of
that
government
or
instrumentality, in order to assist Lesaka or its employee in obtaining or retaining business for or with, or directing
business to, Lesaka.
Various
countries
also
have
laws
that
prohibit
commercial
bribery.
Accordingly,
these
laws
are
not
limited
in
scope
to
bribery of
foreign and/or local
officials
and typically
prohibit bribes or
inducements to an
individual or
business to improperly
influence decision-making.
As such, it
is Lesaka’s policy
that nothing
of value should
be provided to
any person for
the purpose
of improperly obtaining
or
retaining
business
or
otherwise
gaining
an
improper
business
advantage.
Violations
of
this
policy
are
taken
very
seriously,
as
they
can
subject
both
Lesaka
and
the
individual
to
criminal
and
civil
penalties,
up
to
and
including
imprisonment. Therefore,
any contravention of such laws and regulations will
result in disciplinary action as detailed in the
Code of Conduct.
3.2.
COPYRIGHTED OR LICENSED MATERIAL
It is both illegal and unethical to engage in practices that violate
copyright laws or licensing agreements.
Lesaka requires
that all
employees respect
the rights
conferred by
such laws
and agreements
and refrain
from making
unauthorized copies of protected
materials, including but
not limited to printed
matter, musical
recordings, and computer
software.
Any Employee who is found to have violated copyright
laws will be subject to a disciplinary action.
3.3.
COMPETITIVE RELATIONSHIPS
It is unethical
and unlawful to
collaborate with competitors or
their agents or
representatives for the purpose
of establishing
or maintaining rates or prices at any particular level, or
to collaborate in any way in the restraint of trade.
It is prohibited and unlawful
to collaborate or collude with competitors
that are in a horizontal relationship
with Lesaka for
the purposes
of substantially
preventing or
lessening competition
in a market.
Any Employee
of Lesaka
who is
found to
have
violated
the
Competition
laws
in
any
of
the
jurisdictions
in
which
Lesaka
operates,
will
be
subject
to
disciplinary
action.
4.
CONFLICT OF INTEREST
Employees
are expected
to perform
their
duties conscientiously,
honestly
and
in accordance
with
the
best interests
of
Lesaka to optimize business objectives.
Employees
must
not
use
their
positions,
or
knowledge
gained
through
their
employment
with
Lesaka,
for
private
or
personal advantage or in such a manner that a conflict or an appearance of conflict arises between Lesaka’s interest and
their personal interests.
A conflict could arise where
an Employee’s family, or a business with which an
Employee or his or her
family is associated
obtains a gain, advantage
or profit, or there
is the appearance of a
gain, advantage or profit,
by virtue of the
Employee’s
position with Lesaka or knowledge gained through that position.
Every Employee must promptly inform Lesaka of any business
opportunities that come to his or her attention through
the
use of Lesaka assets, property or information or that relate
to the existing or prospective business of Lesaka.
If
Employees
feel
that
a
course
of
action
which
they
have
pursued,
are
pursuing
or
are
contemplating
pursuing,
may
involve them in a conflict of interest situation or a perceived conflict of interest situation, they should immediately make all
the facts known to the person to whom they report and
the Head of Human Capital, or Compliance Department.
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT AND
DIRECTORSHIP
We
all
share
a
very
real
responsibility
to
contribute
to
our
local
communities,
and
Lesaka
encourages
Employees
to
participate in religious, charitable, educational and civic activities.
Employees should,
however,
avoid acquiring
any business
interest or
participating in
any activity
outside Lesaka
which
would create, or appear to create:
●
An excessive demand
upon their time,
attention and
energy which would
deprive Lesaka
of their best
efforts on
the job; or
●
A conflict of interest - that is, an obligation, interest
or distraction which would interfere or appear to
interfere with
their independent exercise of judgment in Lesaka’s
best interest.
Employees other than
outside directors may not
take up outside
employment without the
prior written approval of
the Head
of Human Capital.
Employees who hold, or have been invited to hold, outside directorships should take particular care to ensure compliance
with
all
provisions
of
this
Code.
When
outside
business
directorships
are
being
considered
by
Employees
other
than
outside directors, prior written approval must be
obtained from the Chief Executive Officer of Lesaka
or Executive Director
responsible for the division.
4.2.
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
Lesaka recognizes
that relationships
with clients,
customers and
suppliers give
rise to
many potential
situations where
conflicts of interest, real or perceived, may arise.
Employees should
ensure that
they are
independent, and
are seen
to be
independent, from
any business
organization
having
a
contractual
relationship
with
Lesaka
or
providing
goods
or
services
to
Lesaka,
if
such
a
relationship
might
influence or create the impression of influencing their decisions
in the performance of their duties on behalf of Lesaka.
In such
circumstances,
Employees
should not
invest in,
or acquire
a financial
interest, directly
or indirectly,
in such
an
organization.
4.3.
GIFTS, HOSPITALITY AND FAVOURS
Conflicts
of interest
can arise
where Employees
are offered
gifts,
hospitality
or other
favours
which
might,
or could
be
perceived to, influence their judgment in relation to business
transactions such as the placing of orders and contracts.
An Employee should not accept gifts, hospitality or other favours from suppliers
of goods or services to Lesaka. However,
the acceptance of the following would not be considered contrary
to such policy:
●
Promotional matter of limited commercial value;
●
Occasional business entertaining such as lunches, cocktail
parties or dinners; and
●
Occasional personal hospitality such as tickets to sporting
events or theatres.
Any bribe or attempted bribe must be reported to the Employee’s line manager as soon as possible. It is the intention that
dealings with any supplier that offers bribes will
be terminated.
Certain
functions
or
operating
areas
may
have
more
detailed
rules
governing
the
receipt
of
gifts,
hospitality
or
other
favours.
In addition,
no
bribes
of
any
kind should
be
made
by any
Lesaka
Employee
to
any
customer
or
potential
customer
to
secure business.
Providing the occasional gifts to customers, as set out
below, would not be considered
contrary to such a policy:
●
Advertising matter of limited commercial value;
●
Occasional business entertaining such as lunches, cocktail
parties or dinners; and
●
Occasional personal hospitality such as tickets to sporting
events or theatres.
Employees of the Lesaka Group may accept gifts from Third Parties (other than Government Officials) that are of modest
value ($100 USD or less), provided the gift and entertainment
guidelines stated in the Gifts and Entertainment policy,
are
satisfied.
4.4.
PERSONAL INVESTMENTS
Lesaka
respects
the
right
of
all
Employees
to
make
personal
investment
decisions
as
they
see
fit,
as
long
as
these
decisions
do
not
contravene
any
provisions
of
this
Code,
any
applicable
legislation,
or
any
policies
or
procedures
established by the various operating areas of Lesaka, and provided these decisions
are not made on the basis of
material
non-public information acquired by reason of an Employee’s
connection with Lesaka.
Employees should not permit
their personal investment
transactions to have
priority over transactions
for Lesaka and
its
clients.
When considering
the application
of this
section, Employees
should ensure
that no
investment decision
made for
their
own account could reasonably be expected to adversely influence
their judgment or decisions in the performance of their
duties on behalf of Lesaka.
Employees involved in performing investment activities on behalf of Lesaka and those who by the nature of their duties or
positions are exposed to
price-sensitive information relating
to Lesaka are subject
to additional rules governing
personal
investments. These may be imposed
by the Companies Act, the
Stock Exchange of Johannesburg,
Banks Act, Financial
Sector Conduct
Authority,
Securities Regulation
Panel,
the Securities
and Exchange
Commission, NASDAQ
and other
regulatory bodies, industry associations and management.
The rules include requirements for all Employees to:
●
Obtain
prior
written
approval
from
their
line
manager
and
the
Compliance
Officer
for,
and
to
report
on,
their
personal investment activity
and the
investment activity of
those persons
with whom they
have a
close relationship;
and
●
Refrain from
dealing in
the shares
of entities
that Lesaka
deals with
during certain
restricted/closed periods,
as
well as Lesaka subsidiaries and associates.
4.5.
INSIDER INFORMATION AND INSIDER TRADING
Employees may
receive
information concerning
Lesaka or
one of
its affiliates,
business partners,
clients,
or customers
that is
confidential and not
generally known by
the public. If
that information is
“material” (i.e., publication
of that information
is likely
to affect
the market
price of
the stock
of the
entity to
which the
information relates),
then the
Employee has
an
ethical and legal obligation not to:
●
Act on that information (i.e., buy or sell stock based on
that information);
●
Disclose that information to others; or
●
Advise others to buy
or sell the stock
of the entity to
which that information relates, until
such information becomes
public.
An
Employee’s
direct
or
indirect
use
of
or
sharing
of
such
confidential,
privileged,
or
otherwise
proprietary
business
information of Lesaka or its partners, clients, or customers for financial gain, including investment by the Employee
or the
transmission of this
information to others
so that they
can use this
information for
their financial gain,
constitutes insider
trading, which is a criminal offense. Please refer to
Lesaka’s Insider Trading
Policy for more information.
4.6.
REMUNERATION
No Employee
may receive
commissions
or other
remuneration
related
to the
sale of
any product
or service
of Lesaka
except
as
specifically
provided
under
an
individual’s
terms
of
employment
or
as
specifically
agreed
with
the
Lesaka
CEO/Group CFO or relevant Executive.
No employee,
director or any committee member of
Lesaka shall receive any compensation
not permitted by the rules of
the Securities and
Exchange Commission (hereinafter
referred to as
the “SEC”), The
NASDAQ Stock Market,
and other
applicable law.
Employees may
not receive
any money
or anything
of value
(other than
Lesaka’s regular remuneration
or other
incentives),
either directly
or indirectly, for negotiating,
procuring, recommending or
aiding in
any transaction made
on behalf
of Lesaka,
nor have any direct or indirect financial interest in such a transaction.
5.
EMPLOYMENT EQUITY, ENVIRONMENTAL
RESPONSIBILITY AND POLITICAL SUPPORT
5.1.
EMPLOYMENT EQUITY
Lesaka
supports
employment
equity
in
the
workplace
and
seeks
to
identify,
develop
and
reward
each
employee
who
demonstrates
the
qualities
of
individual
initiative,
enterprise,
hard
work
and
loyalty
in
their
job.
Lesaka
supports
and
complies with the Basic Conditions of Employment Act and the
Employment Equity Act.
All employees have the right to work in an environment which is free from any form of discrimination, directly or indirectly,
on any arbitrary
ground, including,
but not limited
to race, gender,
sex, ethnic or
social origin, colour,
sexual orientation,
age, disability, religion,
conscience, belief, political opinion, culture,
language, marital status or family responsibility.
Employees should
report any
cases of
actual or
suspected discrimination
to their
line managers
or the
Head of
Human
Capital.
Employees
with
illnesses
or
disabilities
may
continue
to
work,
provided
that
they
are
able
to
continue
to
perform
satisfactorily the essential duties of their jobs and do not
present a safety or health hazard to themselves or
others.
5.2.
HEALTH AND SAFETY
Lesaka is committed to taking every reasonable precaution
to ensure a safe work environment for all employees.
Employees who become aware
of circumstances relating to
Lesaka’s operations or activities
which pose a
real or potential
health or safety
risk should
report the
matter to
their line manager
and the Head
of Human
Capital.
It is Lesaka’s
policy
that no retaliation or other adverse action will be taken
against any employee for good-faith reports.
5.3.
ENVIRONMENTAL MANAGEMENT
Lesaka is
committed
to
developing
operating
policies to
address
the
environmental
impact
of
its business
activities
by
integrating pollution control, waste management and rehabilitation activities into operating procedures. Employees should
give appropriate
and timely attention to environmental issues.
5.4.
POLITICAL SUPPORT
Lesaka accepts
the personal
participation
of its
Employees
in the
political process
and respects
their right
to absolute
privacy with regard to personal political activity.
Lesaka will not attempt to influence any such activity provided there is
no
disruption to workplace activities, and it does not contribute
to industrial unrest.
Lesaka funds, goods or services, however,
may not be used as contributions to political parties or their
candidates.
6.
LESAKA’S FUNDS, PROPERTY AND RECORDS
6.1.
FUNDS AND PROPERTY
Lesaka has developed a number of internal controls to safeguard its assets and imposes strict standards to prevent fraud
and dishonesty. It
is every Employee’s responsibility to implement, maintain
and enhance the effectiveness of the control
environment in which they operate.
All Employees who
have access to
Lesaka’s funds in
any form must
at all
times follow prescribed
procedures for recording,
handling and protecting such funds.
Operating
areas
may
implement
policies
and
procedures
relating
to
the
safeguarding
of
Lesaka
property,
including
computer software and intellectual property.
Employees
must
at
all
times
ensure
that
Lesaka’s
funds
and
property
are
used
only
for
legitimate
Lesaka
business
purposes. Where an
Employee requires Lesaka
funds to be
spent, it is
the Employee’s responsibility to
use good judgment
on Lesaka’s behalf and to ensure that appropriate
value and authorization is received for such expenditure.
All payments
made by
or on
behalf of
Lesaka for
any purpose
must be
fully and
accurately described
in the
documents
and records supporting the payment. No false, improper,
or misleading entries shall be made in the books and records of
Lesaka.
Complete and
accurate information
is to
be given
in response
to inquiries
from Lesaka’s
Compliance Department
and,
independent auditors.
If Employees become
aware of any
evidence that Lesaka
funds or property
may have been
or are likely
to be used
in a
fraudulent or improper manner they
should immediately and confidentially advise Lesaka
as set out in
the compliance with
this Code section of this document.
It is Lesaka’s policy that no retaliation or other adverse
action will be taken against any employee for good-faith
reports.
6.2.
RECORDS
Accurate and reliable
records of many
kinds are necessary to
meet Lesaka’s legal and
financial obligations and to
manage
the
affairs
of
Lesaka.
Lesaka’s
books
and
records
should
reflect
all
business
transactions
in
an
accurate
and
timely
manner.
Undisclosed or unrecorded revenues,
expenses, assets or liabilities
are not permissible, and the
Employees responsible
for accounting and record-keeping functions are expected
to be diligent in enforcing proper practices.
7.
EMPLOYMENT MATTERS
7.1.
SUPERVISION OF RELATIVES AND OTHERS
Close relatives
and domestic
partners shall
not work
directly or
indirectly under
the supervision
of one
another without
prior written approval from the Head of Human Capital.
The aforementioned may be allowed on an exceptional basis.
●
“Close relative” means, but is not limited to, a spouse, sister,
brother, sister-in-law,
brother-in-law, father,
mother,
father-in-law, mother-in-law,
step-parent, aunt, uncle, first cousin, child, step-child,
foster child, or grandparent.
●
“Domestic partner” means, but is not limited to, husband, wife, or a person the
employee currently resides with in
an intimate, romantic or sexual relationship.
If such a situation should arise, it should be immediately
brought to the attention of a direct manager of Human
Capital.
Lesaka
also
requires
that
employees
disclose
to
Human
Capital
the
existence
of
an
intimate,
romantic
or
sexual
relationship
between
employees
where
there
exists
a
direct
chain
of
command
and/
or
supervisor/
subordinate
relationship. Decisions concerning such employees will be made
on a case-by-case basis by Human Capital.
7.2.
RESTRICTIONS ON FORMER GOVERNMENT
EMPLOYEES
Former U.S. Government employees or U.S. military
officers are generally prohibited from representing Lesaka in matters
in which the government has substantial interest and where the
employee had prior responsibility.
Retired
senior
U.S.
Government
officials
and
regular
military
officers
are
further
restricted
from
selling
to,
or
in
some
instances, contacting their former agency or military service.
The
duration
of
these
prohibitions
and
the
matters
to
which
they
apply
depend
on
the
type
of
previous
government
employment. Lesaka’s legal department should be
contacted to help identify which restrictions apply.
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
8.1.
PROMPT COMMUNICATIONS
Lesaka strives to achieve complete, accurate, fair,
understandable and timely communications with all parties
with whom
it conducts
business, as
well as
government authorities
and the
public. All
Employees must
take all
steps necessary
to
assist
Lesaka
in
fulfilling
these
disclosure
responsibilities.
In
addition,
prompt
and
effective
internal
communication
is
encouraged.
A prompt,
courteous and
accurate response
should be
made to
all reasonable
requests for
information and
other client
communications.
Any
complaints
should
be
dealt
with
in
accordance
with
internal
procedures
established
by
various
operating areas of Lesaka and applicable laws.
8.2.
MEDIA RELATIONS
In addition
to everyday
communications with
outside persons
and organizations,
Lesaka will,
on occasion,
be asked
to
express its views to the media on certain issues.
Unless
specifically
designated
to
do
so,
no
employee
may
provide
advice
or
comment
on/respond
to
customer/media/public queries or any business/product related queries as a representative
of the organisation/operate in
any official capacity via social or other public platforms/media
spaces.
Employees approached
by the media
should immediately
contact the department
or individual responsible
for corporate
communications.
An Employee, when dealing with anyone outside Lesaka,
including public officials, must take care not to compromise
the
integrity or damage the reputation of any outside individual, business,
or government body,
or that of Lesaka.
As
a
general
rule,
Lesaka’s
position
on
public
policy
or
industry
issues
will
be
dealt
with
by
the
Board
of
Lesaka
and
existing policies in this regard must be adhered to. The text of the articles for publication, public speeches and addresses
about Lesaka and its business should be reviewed
in advance with the individual responsible for public relations.
Employees
should
separate
their
personal
roles
from
Lesaka’s
position
when
communicating
on
matters
not
involving
Lesaka
business.
They
should
be
especially
careful
to
ensure
that
they
are
not
identified
with
Lesaka
when
pursuing
personal or political activities, unless this identification has
been specifically authorized in advance by Lesaka.
If your
personal social
media activity
is/can be
linked in
any way
or could
be deemed
related to
Lesaka (or
our related
business entities and brands), we have a legitimate
interest in the content being published by you.
This includes but is not
limited to posting any confidential or sensitive information (either as text, video, audio or image content), discriminatory or
offensive
comments,
critical
comments
about
Lesaka,
our
employees,
our
customers
or
competitors
or
any
other
information that may put Lesaka
and its associated brands and entities at risk.
9.
PRIVACY AND CONFIDENTIALITY
In the regular course of business, Lesaka accumulates a considerable amount of information. The following principles are
to be observed:
9.1.
OBTAINING AND SAFEGUARDING INFORMATION
Information necessary
for Lesaka’s business
should be
reliable, accurate
and its
confidentiality maintained. When
personal
information is
needed, wherever
possible, it should
be obtained directly
from the
person concerned.
Only reputable
and
reliable sources should be used to supplement this information.
Information should only be retained as long as it is needed or as required by law, and it is every employee’s responsibility
to ensure that such information is physically secured and protected.
9.2.
ACCESS TO INFORMATION
Any information
with respect
to any
product, plan
or business
transaction of
Lesaka, or
personal information
regarding
employees, including their salaries, must be kept strictly confidential (hereinafter referred to as “Confidential Information”)
and must not be disclosed or used for improper purposes by any employee unless
and until proper authorization for such
disclosure has been obtained.
Once
authorization
has
been
obtained,
all
information
required
by
stakeholders
either
on
request
or
due
to
statutory
requirements must be accurately disclosed.
In addition,
operating areas
may implement
policies and
procedures to
prevent improper
transmission within
Lesaka of
material non-public information.
9.3.
TERMINATION OF EMPLOYMENT
The obligation to
preserve the confidentiality of
Confidential Information acquired in
the course of
employment with Lesaka
does not end upon termination of employment. The obligation continues indefinitely until Lesaka authorizes disclosure, or
until the Confidential Information legally enters the public
domain.
Immediately upon the termination of employment for
any reason, or when otherwise requested
by Lesaka, Employees are
required
to return
to Lesaka
all above
-mentioned
Confidential
Information,
including documents,
information
and other
property.
9.4.
FORMER EMPLOYMENT
New Employees will not be assigned to work where they might be required to use or disclose trade secrets or confidential
information
belonging
to
their
former
employers.
New
Employees
should
not
take
away
from
their
former
place
of
employment any information that might be considered
proprietary or confidential.
10.
EMPLOYEE OBLIGATIONS
It is of paramount importance to Lesaka that all
disclosure in reports and documents that Lesaka
files with, or submits to,
the SEC, and in other public communications made by
Lesaka is full, fair, accurate,
timely and understandable.
You must take all steps available to assist Lesaka
in fulfilling these responsibilities consistent with
your role within Lesaka.
In particular,
you are
required
to
provide
prompt
and
accurate
answers to
all inquiries
made to
you
in connection
with
Lesaka’s preparation of its public reports and disclosure.
All Employees must perform their duties diligently,
effectively and efficiently,
and in particular:
●
Support and assist Lesaka to fulfil its commercial and ethical obligations
and objectives as set out in this Code;
●
Avoid any waste of resources, including time;
●
Be committed to improving
productivity, achieving
the maximum quality standards,
reducing ineffectiveness, and
avoiding unreasonable disruption of activities at work;
●
Commit to honouring their agreed terms and conditions
of employment;
●
Not act in any way that may jeopardize the shareholders’
rights to a reasonable return on investment;
●
Act honestly and in good faith at all times and report any
harmful activity they observe in the workplace;
●
Recognize fellow Employees’ rights to freedom of association
and not intimidate fellow employees;
●
Pay due regard to environmental, public health and safety conditions
in and around the workplace; and
●
Act within their powers and not carry on the business of
Lesaka recklessly.
Each Employee who
contributes in any
way to the
preparation or verification
of the Company's
financial statements
and
other financial information must:
●
Ensure that the Company's books, records and accounts
are accurately maintained;
●
Be familiar with
and comply
with the Company's
disclosure controls
and procedures and
its internal control
over
financial reporting; and
●
Take
all necessary
steps to
ensure that
all filings
with the
SEC and
all other
public communications
about the
financial and business condition of
the Company provide full,
fair, accurate, timely and understandable disclosure.
Each
Employee
must
cooperate
fully
with
the
Company's
accounting
and
internal
audit
departments,
as
well
as
the
Company's independent auditors and counsel.
Each employee acknowledges that Lesaka
shall be the owner of the
copyright in any work which
is eligible for copyright,
and which is
created or executed
by such employee,
whether alone or
with others, in
the course and
scope of employment.
All work
created or
executed by
the employee
and for
which copyright
exists shall
unless the
employee established
the
contrary, be deemed
to have been created or executed in the course
and scope of employment with Lesaka.
Non-compliance with the guidelines set herein, may result in
the institution of disciplinary action and potential dismissal
.
11.
POLICY REVIEW
The
Audit
Committee
of
the
Company
will
periodically
(preferably
annually)
review
the
policy
and
may
recommend
changes from time to time for the consideration of the
Board.
Any proposed changes to this Policy where indicated, shall be referred
to the Board for appropriate action.
BOARD APPROVAL RECEIVED: SEPTEMBER 2024
ex21
Exhibit 21
SUBSIDIARIES OF REGISTRANT
The
following
is
a
list
of
subsidiaries
of
the
Company
as
of
June
30,
2024,
omitting
subsidiaries
which,
considered
in
the
aggregate, would not constitute a significant subsidiary.
NAME
WHERE ORGANIZED
Cash Connect Capital Proprietary Limited
Republic of South Africa
Cash Connect Management Solutions (Pty) Ltd
Republic of South Africa
Cash Connect Rentals Proprietary Limited
Republic of South Africa
Deposit Manager Proprietary Limited
Republic of South Africa
EasyPay (Pty) Ltd
Republic of South Africa
EasyPay Cash (Pty) Ltd
Republic of South Africa
EasyPay Financial Services (Pty) Ltd
Republic of South Africa
EasyPay Insurance (Pty) Ltd
Republic of South Africa
K2021477132 (South Africa) Proprietary Limited
Republic of South Africa
K2020 Connect Proprietary Limited
Republic of South Africa
Kazang Prepaid Proprietary Limited
Republic of Botswana
Kazang Prepaid Namibia (Pty)
Republic of Namibia
Kwande Group (Pty) Ltd
Republic of South Africa
Main Street 1723 Proprietary Limited
Republic of South Africa
Manje Mobile Electronic Payment Services (Pty) Ltd
Republic of South Africa
Lesaka Technologies
(Pty) Ltd
Republic of South Africa
Net1 Finance Holdings (Pty) Ltd
Republic of South Africa
Net1 Mobile Solutions (Pty) Ltd
Republic of South Africa
Net1 Universal Electronic Technological
Solutions (Pty) Ltd
Republic of South Africa
Prism Holdings (Pty) Ltd
Republic of South Africa
Prism Payment Technologies
(Pty) Ltd
Republic of South Africa
Masterpayment GmbH
Federal Republic of Germany
Touchsides (Pty)
Ltd
Republic of South Africa
Transact24 Limited
Hong Kong Special Administrative Region of the People's
Republic of China
SmartSwitch Netherlands Holdings BV
Netherlands
Net1 Applied Technologies
Netherlands BV
Netherlands
NUEP Holdings S.a.r.l.
Luxembourg
ex42
Exhibit 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As
of
September
11,
2024,
Lesaka
Technologies,
Inc.
(“Lesaka”
or
the
“Company”)
had
one
class
of
securities
(“common
stock”)
registered under Section 12 of the Securities Exchange Act of 1934, as amended.
DESCRIPTION OF COMMON STOCK
The following
description of
the Company’s
common stock
is a
summary and
does not
purport to
be complete.
It is
subject to
and
qualified
in
its
entirety
by
reference
to
the
Company’s
Amended
and
Restated
Articles
of
Incorporation
(“Articles
of
Incorporation”)
and its
Amended
and Restated By-laws
(“Bylaws”)
, each of
which are
incorporated by
reference as
an exhibit
to
the Company’s
most recent
Annual Report
on Form 10-K. Lesaka
encourages you
to read
its Articles
of Incorporation,
Bylaws and
the applicable provisions of the Florida Business Corporation Act
(“FBCA”)
for additional information.
General
Lesaka’s Articles
of Incorporation currently
authorizes the issuance of two
hundred million shares of
its common stock, with
$0.001
par value.
Lesaka’s
common stock
is listed
and principally
traded on
the Nasdaq
Stock Exchange,
Global Select
Market, under
the
symbol “LSAK.” Lesaka’s common
stock is also listed on the Johannesburg Stock Exchange, under
the symbol “LSK”.
All outstanding shares of common stock are fully paid and nonassessable
Dividend rights
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
FBCA, 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.
Voting
rights
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.
Liquidation and other rights
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. The shares of Lesaka common stock are
not subject to redemption.
Transfer Agent
The Company’s
transfer agent in the
United States is Computershare
Shareowner Services LLC,
480 Washington
Blvd, Jersey City,
New Jersey, 07310, and
the Company’s transfer agent in
South Africa is JSE Investor Services South Africa (Pty) Ltd.
ex104
INDEMNIFICATION AGREEMENT
This Indemnification Agreement
(this “Agreement”) is
made as of [
], by and between
Lesaka Technologies,
Inc., a Florida
corporation
(the
“Corporation”),
and
[
]
(“Indemnitee”).
Capitalized
terms
used,
but
not
otherwise
defined
herein,
shall
have
the
meanings set forth in Section 1.
RECITALS
A.
Highly competent and
qualified persons have
become more reluctant
to serve corporations
as directors, officers
or
in other capacities unless they are provided with adequate protection
through insurance coverage or adequate indemnification against
risks of claims and actions against them arising out of their service to and activities
on behalf of the corporation.
B.
The Board of Directors
of the Corporation (the
“Board”) has determined that,
in order to
attract and retain competent
and qualified individuals,
the Corporation will
seek to maintain
on an ongoing
basis, at its
sole expense, directors’
and officers’ liability
insurance to protect persons serving the Corporation and its subsidiaries from certain liabilities. However, as a result of changes in
the
marketplace for insurance it has become increasingly difficult
to obtain directors’ and officers’ liability insurance
on terms providing
reasonable
protection at
reasonable cost.
The uncertainties
relating to
directors’ and
officers’
liability insurance
have increased
the
difficulty of attracting and retaining such persons.
C.
The Board has determined that the potential inability to attract and retain highly competent and qualified persons to
serve the Corporation would
be detrimental to the
best interests of
the Corporation and its
shareholders and that the
Corporation should
act to assure such persons that there will be increased certainty of adequate protection against risks of claims and actions against them
arising out of their service to and activities on behalf of the Corporation in the future.
D.
The Board has determined that
it is reasonable, prudent
and necessary for the Corporation to
contractually obligate
itself to indemnify,
and to advance
expenses on behalf
of, such persons
to the fullest extent
permitted by applicable
law so that they
will serve or continue to serve the Corporation free from undue concern
that they will not be so indemnified.
E.
Indemnitee has
agreed to
serve the
Corporation in
an officer
and/or director
capacity provided
that Indemnitee
is
provided
the
protections
available
under
this
Agreement,
the
Corporation’s
Amended
and
Restated
Articles
of
Incorporation
(as
amended
and
restated
from
time
to
time,
the
“Articles
of
Incorporation”),
the
Corporation’s
Amended
and
Restated
Bylaws
(as
amended and restated from time to time, the “Bylaws”) and directors’ and officers’ liability insurance coverage that is adequate in the
present circumstances.
F.
This Agreement is a supplement
to and in furtherance of any
protections provided by the Articles of
Incorporation,
the Bylaws
and any
resolutions adopted
pursuant thereto,
and shall
not be deemed
a substitute
therefor,
nor to diminish
or abrogate
any
rights
of
Indemnitee
thereunder.
In
addition,
Indemnitee
will
be
entitled
to
indemnification
pursuant
to
the
Florida
Business
Corporation Act.
NOW THEREFORE, in consideration of the foregoing and the covenants, promises and representations set forth herein, and
for other good
and valuable consideration,
including Indemnitee’s
agreement to serve
as a director
and/or officer of
the Corporation
after the date hereof, and intending to be legally bound hereby,
the parties hereto agree as follows:
1.
Certain Definitions
for Purposes of
this Agreement.
The following
terms as used
in this Agreement
shall have the
meanings set forth below.
(a)
“Change in Control” shall have occurred if, during any period
of two consecutive years, individuals who at
the beginning of that
period constitute the Board
of the Corporation cease
for any reason to constitute
at least a majority
of it, unless
the election of each new Director
was approved in advance by a
vote of at least a
majority of the Directors then still
in office who were
Directors at the beginning of the period.
(b)
“Corporation” includes any domestic or foreign predecessor
entity of the Corporation in a merger
or other
transaction in which the predecessor’s existence ceased on consummation
of the transaction.
(c)
“Director” means an
individual who is
or was a
director of the
Corporation or an
individual who, while
a
director of the Corporation, is or was serving at the Corporation’s
request as a director, officer,
partner, trustee, employee, or agent of
another foreign
or domestic
corporation, partnership,
limited liability
company,
joint venture,
trust, employee
benefit plan,
or other
entity.
A Director
is considered
to be
serving an
employee benefit
plan at
the Corporation’s
request if
that Director’s
duties
to the
Corporation also impose duties on, or otherwise involve services by,
him or her to the plan or to participants in or beneficiaries of the
plan.
The term includes, unless
the context otherwise requires,
the estate, heirs,
executors, administrators, and personal
representatives
of a director.
Exhibit 10.4
(d)
“Disinterested Director”
or “Disinterested
Officer” means
a Director
or Officer,
respectively,
who at
the
time of a vote or selection referred to in Section 4(b) or 5(c) is not a party to the Proceeding.
(e)
“Enterprise”
means
(i)
the
Corporation,
(ii)
any
other
corporation,
partnership,
joint
venture,
trust,
employee benefit plan
or other enterprise that
is an affiliate or
wholly or partially owned
subsidiary of the Corporation
and of which
Indemnitee is or was serving as a
director, trustee, general
partner, managing member,
officer, employee, agent
or fiduciary,
and (iii)
any other corporation,
partnership, limited liability
company,
joint venture, trust,
employee benefit plan
or other enterprise
of which
Indemnitee is or was
serving at the express
written request of the
Corporation as a director, trustee, general
partner, managing member,
officer, employee, agent or
fiduciary.
(f)
“Expenses”
includes
all
reasonable
counsel
fees,
retainers,
court
costs,
transcript
costs,
fees
of
experts,
witness fees, travel
expenses, duplicating
costs, printing and
binding costs, telephone
charges, postage, delivery
service fees, and
all
other disbursements or
expenses of the types
customarily incurred in connection
with prosecuting, defending, preparing
to prosecute
or
defend,
investigating,
being
or preparing
to be
a
witness in,
or otherwise
participating
in,
a Proceeding,
including any
appeals.
Expenses also shall include
Expenses incurred in connection with
any appeal resulting from any
Proceeding, including the premium,
security for,
and other costs relating
to any cost bond,
supersede as bond, or
other appeal bond or
its equivalent. Expenses,
however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.
(g)
“Independent Legal Counsel” means
a law firm, or a member
of a law firm, that is
experienced in matters
of corporation law
and neither presently
is, nor in
the past five
years has been,
retained to represent:
(i) the Corporation,
(ii) Indemnitee,
(iii) any
affiliate of
the Corporation
or Indemnitee,
(iv) any
member of
Indemnitee’s
immediate family,
(v) any
company of
which
Indemnitee is an
executive officer,
in each case in
any matter material to
such party,
or (vi) any other
party to the Proceeding
giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Legal Counsel” shall not include
any
person
who,
under
the
applicable
standards
of
professional
conduct
then
prevailing,
would
have
a
conflict
of
interest
in
representing either the Corporation or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.
(h)
“Liability”
includes
the
obligation
to
pay
a
judgment,
settlement,
penalty,
fine
(including
an
excise
tax
assessed with respect to an employee benefit plan), or reasonable Expenses
actually incurred with respect to a Proceeding.
(i)
“Officer” means
an individual who is
or was an officer
of the Corporation or
an individual who,
while an
officer of the
Corporation, is or was serving
at the Corporation’s
request as a director,
officer, partner,
trustee, employee, or agent
of
another foreign
or domestic
corporation, partnership,
limited liability
company,
joint venture,
trust, employee
benefit plan,
or other
entity.
An Officer
is considered
to be
serving
an employee
benefit
plan
at
the Corporation’s
request
if that
Officer’s
duties
to
the
Corporation also impose duties on, or otherwise involve services by,
him or her to the plan or to participants in or beneficiaries of the
plan.
The term includes, unless
the context otherwise requires,
the estate, heirs,
executors, administrators, and personal
representatives
of an officer.
(j)
“Proceeding”
includes
any
threatened,
pending
or
completed
action,
suit,
arbitration,
alternate
dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether
brought
by
or
in
the
right
of
the
Corporation
or
other
Enterprise
or
otherwise
and
whether
civil,
criminal,
administrative
or
investigative, in which Indemnitee
was, is or will be
involved as a party
or otherwise, by reason
of the fact that Indemnitee
is or was
an officer
or director of
the Corporation, by
reason of any
action taken by
Indemnitee or of
any inaction on
Indemnitee’s
part while
acting
as an
officer
or director
of the
Corporation,
or by
reason of
the fact
that Indemnitee
is or
was serving
at the
request
of the
Corporation as a director, officer, employee, agent or fiduciary of another Enterprise; in each case whether or not Indemnitee is acting
or serving in
any such capacity
at the time
any liability or
expense is incurred
for which indemnification
can be provided
under this
Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by Indemnitee pursuant to this
Agreement to enforce Indemnitee’s rights
under this Agreement.
(k)
“Reviewing
Party”
shall
mean
the
person
or
persons
making
the
entitlement
determination
pursuant
to
Section 5 of this Agreement, and shall not include a court making any determination
under this Agreement or otherwise.
2.
Basic Indemnification Arrangement.
(a)
Obligation to Indemnify;
Standard of Conduct. Except
as provided in Sections
2(e), 2(f), 2(g) or
7 below,
the Corporation shall indemnify Indemnitee and hold harmless Indemnitee,
to the fullest extent authorized or permitted by applicable
law, in the event Indemnitee is
made a party
to a Proceeding because
he or she
is or was
a Director or Officer, against Liability
incurred
in the Proceeding if:
(1)
Indemnitee acted in good faith;
(2)
Indemnitee acted
in a manner
he or she
reasonably believed to
be in, or
not opposed
to, the best
interests of the Corporation; and
(3)
in the case of
any criminal Proceeding,
Indemnitee had no
reasonable cause to
believe his or
her
conduct was unlawful.
(b)
Service with Respect to Employee Benefit Plan. Indemnitee’s conduct
with respect to an employee benefit
plan for a purpose he or she believed to be in the
interests of the participants in, and beneficiaries of, the plan
is conduct that satisfies
the requirement of Section 2(a)(2).
(c)
Reliance as Safe Harbor. For purposes
of any determination hereunder, Indemnitee shall
be deemed to have
acted in good faith and
in a manner reasonably believed to
be in or not
opposed to the best interests
of the Corporation, or, with respect
to any criminal
Proceeding, to have
had no reasonable
cause to believe
Indemnitee’s
conduct was unlawful,
if Indemnitee’s
conduct
was based primarily
on: (i) the
records or books
of account of
the Corporation
or relevant entity,
including financial
statements, (ii)
information supplied to Indemnitee by the officers of the Corporation or relevant entity in the course of their duties, (iii) the advice of
legal counsel for the Corporation or relevant entity, or (iv) information or records given or reports made to
the Corporation or relevant
entity by an
independent certified public
accountant, or by
an appraiser or
other expert selected
with reasonable care
by the Corporation
or relevant entity. The provisions of
this Section 2(c) shall
not be deemed to
be exclusive or to
limit in any
way the other circumstances
in which Indemnitee may be deemed to have met the relevant standard of conduct
set forth in this Agreement.
(d)
Termination
of
Proceeding
Not
Determinative.
The
termination
of
a
Proceeding
by
judgment,
order,
settlement, or conviction,
or upon
a plea
of nolo
contendere or
its equivalent shall
not, of
itself, create a
presumption or be
determinative
that Indemnitee is not entitled to indemnification or reimbursement
of Expenses hereunder or otherwise.
(e)
Limits on Indemnification. Unless, and then only to the extent
that, a court of competent jurisdiction acting
pursuant to Section 6 of this Agreement or Section 607.0854
of the Florida Business Corporation Act, determines that,
in view of the
circumstances
of
the
case,
Indemnitee
is
fairly
and
reasonably
entitled
to
indemnification,
the
Corporation
shall
not
indemnify
Indemnitee under this Agreement:
(1)
in
connection
with
a
Proceeding
by
or
in
the
right
of
the
Corporation,
except
for
reasonable
Expenses (including an
excise tax assessed
with respect to
an employee
benefit plan) and amounts
paid in settlement
not exceeding,
in the
judgment of
the Board,
the estimated
expense of
litigating the
Proceeding to
conclusion, actually
and reasonably
incurred in
connection with the defense or settlement of the Proceeding, including
any appeal thereof; or
(2)
in connection
with a
Proceeding by
or in
the right
of the
Corporation with
respect to
any claim,
issue or matter as to which Indemnitee shall have been adjudged liable to the Corporation.
(f)
Proceeding
Brought by
Indemnitee. Notwithstanding
any other
provision of
this Agreement,
Indemnitee
shall not
be entitled
to indemnification
or advancement
of Expenses
under this
Agreement with
respect to
any Proceeding
or claim
brought or
made by
Indemnitee against
the Corporation
or its
Directors, Officers,
employees or
other indemnitees,
other than
(i) a
Proceeding or claim seeking or defending Indemnitee’s right to indemnification
or advancement of Expenses pursuant to Section 6 of
this Agreement or otherwise, or (ii) a Proceeding authorized by the Board
prior to its initiation.
(g)
Settlements. The
Corporation acknowledges
that a settlement
or other disposition
short of final
judgment
may be successful if it
permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any Proceeding
to which Indemnitee is a party is
resolved in any manner other than
by adverse judgment against Indemnitee
(including settlement of
such Proceeding with or
without payment of money
or other consideration) it
shall be presumed that
Indemnitee has been successful
on the merits or
otherwise in such
Proceeding. Anyone seeking
to overcome this presumption
shall have the burden
of proof and the
burden of persuasion by clear and convincing evidence.
(h)
Mandatory Indemnification.
The Corporation
shall indemnify
Indemnitee to
the extent
that he
or she
has
been wholly successful,
on the merits or
otherwise, in the
defense of any Proceeding
to which Indemnitee
was a party,
or in defense
of any claim, issue or matter, because Indemnitee is or was a Director or Officer, against reasonable Expenses incurred by Indemnitee
in connection with the Proceeding.
3.
Contribution.
(a)
Whether or not the indemnification provided hereunder is available, in respect of any Proceeding in which
the Corporation is
jointly liable with
Indemnitee (or would
be if joined
in such Proceeding),
the Corporation shall
pay the entire
amount
of
any
Expenses,
judgments,
penalties,
fines
or
amounts
paid
or
to
be
paid
in
settlement
of
such
Proceeding
without
requiring
Indemnitee to
contribute to such
payment and the
Corporation hereby
waives and relinquishes
any right of
contribution it may
have
against Indemnitee.
The Corporation
shall not enter
into any settlement
of any
Proceeding in
which the Corporation
is jointly liable
with Indemnitee
(or would be
if joined
in such Proceeding)
unless such
settlement provides
for a
full and
final release of
all claims
asserted against Indemnitee without any injunction or other equitable
relief being imposed against Indemnitee.
(b)
Without
diminishing
or
impairing
the
obligations
of
the
Corporation
set
forth
in
the
preceding
subparagraph, if, for
any reason, Indemnitee
shall elect or be
required to pay
all or any portion
of any judgment or
settlement in any
Proceeding in which the Corporation is
jointly liable with Indemnitee (or would
be if joined in such
Proceeding), the Corporation shall
contribute to the amount of Expenses, judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred and
paid or payable by
Indemnitee in proportion to
the relative benefits received
by the Corporation and
all officers, directors or
employees
of the Corporation,
other than Indemnitee,
who are jointly
liable with Indemnitee
(or would be
if joined in
such Proceeding),
on the
one hand,
and Indemnitee,
on the
other hand,
from the
transaction from
which such
Proceeding arose;
provided, however,
that the
proportion determined on the basis of relative benefit may,
to the extent necessary to conform to law, be further adjusted by reference
to the relative fault
of the Corporation and
all officers, directors or employees
of the Corporation other than
Indemnitee who are jointly
liable with Indemnitee (or would
be if joined in such Proceeding),
on the one hand, and Indemnitee,
on the other hand, in connection
with
the
events
that
resulted
in
such
Expenses,
judgments,
penalties,
fines
or
settlement
amounts,
as
well
as
any
other
equitable
considerations which the Florida Business Corporation Act may require to be considered. The relative fault of the Corporation and all
officers,
directors
or employees
of the
Corporation,
other
than Indemnitee,
who are
jointly liable
with Indemnitee
(or would
be if
joined in
such Proceeding),
on the
one hand,
and Indemnitee,
on the
other hand,
shall be
determined
by reference
to, among
other
things,
the
degree
to
which
their
actions
were
motivated
by
intent
to
gain
personal
profit
or
advantage,
the
degree
to
which
their
liability is primary or secondary and the degree to which their conduct is active or
passive.
(c)
The Corporation hereby agrees
to indemnify and hold
harmless Indemnitee from any
claims of contribution
which may be
brought by officers,
directors or employees
of the Corporation,
other than Indemnitee,
who may be jointly
liable with
Indemnitee.
4.
Advances for Expenses.
(a)
Obligations and
Requirements. The
Corporation shall
advance, to
the extent not
prohibited by
applicable
law,
the Expenses
incurred by
or on
behalf of
Indemnitee in
connection with
any Proceeding,
and such
advancement shall
be made
within thirty
(30) days after
the receipt by
the Corporation
of any
statement requesting
such advances
(which shall include
invoices
received by Indemnitee in connection with such Expenses but,
in the case of invoices in connection with
legal services, any references
to legal work performed or to expenditures made that
would cause Indemnitee to waive any privilege accorded by
applicable law shall
not be included with the invoice) from time to time, whether
prior to or after final disposition of any Proceeding.
Any such statement
shall reasonably
evidence the
Expenses
incurred by
Indemnitee. Advances
shall be
unsecured
and interest
free.
Advances shall
be
made
without
regard
to
Indemnitee’s
ability
to
repay
the
expenses
and
without
regard
to
Indemnitee’s
ultimate
entitlement
to
indemnification
under
the
other
provisions
of
this
Agreement.
Advances
shall
include
any
and
all
reasonable
Expenses
incurred
pursuing
an
action
to
enforce
this
right
of
advancement,
including
Expenses
incurred
preparing
and
forwarding
statements
to
the
Corporation to support the
advances claimed. Indemnitee shall
qualify for advances upon
the execution and
delivery to the
Corporation
of this Agreement, subject to the condition that if and to the extent that it
is ultimately determined by a court of competent jurisdiction
in
a
final
judgment,
not
subject
to
appeal,
that
Indemnitee
is
not
entitled
to
be
indemnified
by
the
Corporation,
Indemnitee
shall
undertake to
the fullest
extent permitted
by law
to repay
the advance.
Such undertaking
shall be
an unlimited
general obligation
of
Indemnitee but need not be secured and shall be accepted without
reference to Indemnitee’s financial
ability to make repayment. The
right
to
advances
under
this Section
4
shall
in
all
events
continue
until
final
disposition
of
any
Proceeding,
including
any
appeal
thereof.
(b)
Evaluation of Reasonableness
of Expenses. Evaluation
as to reasonableness of
Expenses of Indemnitee
in
the specific case shall be made in the same manner as the determination
that indemnification is permissible, as described in Section 5
below,
except that if
the determination is
made by Independent
Legal Counsel, evaluation
as to reasonableness
of Expenses shall
be
made
by
those
entitled
under
Section
5(c)(3)
to
select
Independent
Legal
Counsel.
Notwithstanding
the
foregoing
sentence,
any
Expenses claimed by Indemnitee
shall be deemed
reasonable if the Reviewing
Party fails to
make the reasonableness evaluation within
thirty (30) days following the Corporation’s
receipt of invoices for specific Expenses to be reimbursed or advanced.
5.
Authorization of and Determination of Entitlement to Indemnification
.
(a)
Entitlement
Determination.
The
Corporation
and
Indemnitee
acknowledge
that
indemnification
of
Indemnitee
under
Section
2
of
this
Agreement
has
been
pre-authorized
by
the
Corporation
as
permitted
by
the
Florida
Business
Corporation Act.
Nevertheless, the
Corporation shall
not indemnify
Indemnitee under
Section 2 unless
a separate determination
has
been made in the specific case that indemnification of Indemnitee is permissible in the circumstances because Indemnitee has met the
relevant standard of conduct set forth in Section 2(a);
provided, however, that: (i) no
such entitlement decision need be made prior to
the advancement of
Expenses; and (ii) regardless
of the result or
absence of any such
determination, the Corporation
shall make any
indemnification mandated by Section 2(h) above.
(b)
Request for Indemnification or Advance. To
obtain indemnification (including advancement of Expenses)
under this Agreement, Indemnitee
shall submit to the
Corporation a written request,
including therein or therewith
such documentation
and
information
as
is
reasonably
available
to
Indemnitee
and
is
reasonably
necessary
to
determine
whether
and
to
what
extent
Indemnitee
is
entitled
to
indemnification.
The
Secretary
of
the
Corporation
shall,
promptly
upon
receipt
of
such
a
request
for
indemnification, advise the Board in writing that Indemnitee has requested
indemnification.
(c)
Reviewing Party. The
determination referred to in Section 5(a) shall be made, at the election of the Board,
by any of
the following Reviewing
Parties (unless a
Change in Control
shall have occurred
after Indemnitee first
began serving
as a
Director or Officer, in which case Indemnitee shall be entitled to designate that the determination shall be made by Independent Legal
Counsel selected in the manner set forth in Section 5(d) below):
(1)
If
there
are
two
or
more
Disinterested
Directors,
by
the
Board
by
majority
vote
of
all
of
the
Disinterested Directors, a majority of whom shall for such purposes constitute
a quorum; or
(2)
by a
majority vote
of a
committee consisting
of two
or more
Disinterested Directors
designated
by the Board pursuant to a vote in accordance with Section 5(c)(1);
or
(3)
by Independent
Legal Counsel:
(A) Selected
in the manner
prescribed in
paragraph (1)
or (2)
of
this Section 5(c); or (B) if
there are fewer than two (2)
Disinterested Directors,
selected by the Board, in which
selection directors who
do not qualify as Disinterested Directors may participate; or
(4)
by the shareholders of the Corporation, by a majority vote of a quorum consisting of shareholders
who were not Parties to
that Proceeding or,
if no such quorum is obtainable,
by a majority vote of shareholders
who were not Parties
to that Proceeding.
(d)
Selection
of
Counsel
after
Change
in
Control.
If
a
Change
in
Control
shall
have
occurred,
Independent
Legal
Counsel
shall
be
selected
by
Indemnitee
(unless
Indemnitee
requests
that
the
selection
be
made
in
the
manner
described
in
Section
5(c)(3)),
and
Indemnitee
shall
give
written
notice
to
the
Corporation
advising
it
of
the
identity
of
the
Independent
Legal
Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within fifteen (15) days after the written
notice of selection has been given, deliver to the Corporation
or to Indemnitee, as the case may be, a written
objection to the selection;
provided, however, that the objection may
be asserted only on the ground that the counsel so selected does not meet the requirements
of “Independent Legal Counsel” as
defined in Section 1 of this Agreement.
The objection shall set forth with
particularity the factual
basis of
the assertion. If
a written objection
is made
and substantiated, the
counsel selected may
not serve as
Independent Legal Counsel
unless and until
the objection is
withdrawn or
a court has
determined that
the objection is
without merit.
If, within
fifteen (15) days
after submission by
Indemnitee of a written
request for indemnification,
no Independent Legal
Counsel shall have been
selected and
not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding, or another court of competent
jurisdiction,
for resolution
of any
objection that
shall have
been made
by the
Corporation or
Indemnitee to
the other’s
selection of
Independent Legal Counsel and/or
for the appointment as Independent
Legal Counsel of a person
selected by the court or by
another
person that
the court
shall designate,
and the
person with
respect to
whom all
objections are
so resolved
or the
person so
appointed
shall act as Independent Legal Counsel under Section 5(c).
(e)
Cooperation
by
Indemnitee.
Indemnitee
shall
cooperate
with
the
Reviewing
Party
with
respect
to
its
determination
of
Indemnitee’s
entitlement
to
indemnification,
including
providing
to
the
Reviewing
Party
on
reasonable
advance
request
any documentation
or information
which
is not
privileged
or otherwise
protected
from disclosure
and
which is
reasonably
available to Indemnitee and
reasonably necessary to the determination.
Any Expenses incurred by Indemnitee
in so cooperating with
the
Reviewing
Party
shall
be
borne
by
the
Corporation,
regardless
of
the
determination
as
to
Indemnitee’s
entitlement
to
indemnification.
(f)
If
the
Reviewing
Party
shall
not
have
made
a
determination
within
sixty
(60)
days
after
receipt
by
the
Corporation of the request
therefor, the
requisite determination of entitlement
to indemnification shall be deemed
to have been made
and Indemnitee shall be entitled to such indemnification
absent (i) a misstatement by Indemnitee of a material
fact, or an omission of
a material fact
necessary to make
Indemnitee’s statement not materially misleading, in
connection with the
request for indemnification,
or (ii)
a prohibition
of such
indemnification under
applicable law;
provided, however,
that (x)
such 60-day
period may
be extended
for a reasonable time,
not to exceed an
additional thirty (30) days,
if the Reviewing Party
in good faith requires
such additional time
to obtain or evaluate documentation and/or information relating thereto; and (y) that the foregoing provisions of this Section 5(f) shall
not apply
if the determination
of entitlement
to indemnification
is to be
made by
the shareholders
pursuant to Section
5(c)(4) and if
(A)
within
fifteen
(15)
days after
receipt
by
the Corporation
of
the request
for
such determination,
the Board
or
the Disinterested
Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration at an annual meeting thereof
to
be
held
within
seventy-five
(75)
days
after
such
receipt
and
such
determination
is
made
thereat,
or
(B)
a
special
meeting
of
shareholders is
called within fifteen
(15) days after
such receipt for
the purpose of
making such determination,
such meeting is
held
for such purpose within sixty (60) days after having been so called and
such determination is made thereat.
(g)
Other.
(i)
In making a
determination with respect
to entitlement
to indemnification hereunder, the
Reviewing
Party
shall
presume
that
Indemnitee
is
entitled
to
indemnification
under
this
Agreement,
and
anyone
seeking
to
overcome
this
presumption shall have the burden
of proof and the burden of
persuasion by clear and convincing
evidence. Neither the failure of the
Corporation (including
by its directors
or Independent
Legal Counsel)
to have made
a determination
prior to
the commencement
of
any action pursuant to this
Agreement that indemnification is proper
in the circumstances because Indemnitee
has met the applicable
standard of
conduct, nor
an actual
determination by
the Corporation
(including by
its directors
or Independent
Legal Counsel)
that
Indemnitee has
not met
such applicable
standard of
conduct, shall
create a
presumption that
Indemnitee has
not met
the applicable
standard of conduct.
(ii)
The
Reviewing
Party,
however
chosen,
shall
make
the
requested determination
as promptly
as
reasonably practicable after a request for indemnification is presented.
(iii)
Any determination
by Independent
Legal Counsel
under this
Section 5
shall be
delivered in
the
form of a written opinion to the Board with a copy to Indemnitee.
(iv)
The Corporation shall pay any
and all reasonable fees and
expenses of Independent Legal Counsel
incurred by
the counsel
in connection
with acting
pursuant to
this Section
5, and
the Corporation
shall pay
all reasonable
fees and
expenses incident to the procedures of this Section 5, regardless of
the manner in which such Independent Legal Counsel was selected
or appointed.
(v)
On
the
due
commencement
of
any
action
to
seek
court-ordered
indemnification
pursuant
to
Section 6 of this Agreement, Independent
Legal Counsel shall be discharged and relieved
of any further responsibility in that
capacity,
subject to the applicable standards of professional conduct then prevailing.
6.
Court-Ordered Indemnification and Advances for Expenses.
(a)
Procedure. If Indemnitee is
a party to
a Proceeding, he
or she may
apply for indemnification
or for advances
for Expenses to the court conducting the Proceeding
or to another court of competent jurisdiction. For
purposes of this Agreement, the
Corporation consents to personal jurisdiction and venue in any court in which is pending a Proceeding to which Indemnitee is a party.
Regardless
of
any
determination
by
the
Reviewing
Party
that
Indemnitee
is
not
entitled
to
indemnification
or
to
advancement
of
Expenses or as to the reasonableness of Expenses, and regardless of any failure by the Reviewing Party to make a determination as to
the entitlement
or the
reasonableness of
Expenses, the
court’s
review shall
be a
de novo
review.
After receipt
of an
application and
after giving any notice it considers necessary,
the court may:
(1)
order indemnification
or the
advance for
Expenses if
it determines
that Indemnitee
is entitled
to
indemnification or to advance for Expenses under this Agreement, the
Florida Business Corporation Act or otherwise; or
(2)
order indemnification or the advance for Expenses if it determines that, in view of all the relevant
circumstances,
it
is
fair
and
reasonable
to
indemnify
Indemnitee,
or
to
advance
Expenses
to
Indemnitee,
regardless
of
whether
Indemnitee
has the
relevant
standard of
conduct, complied
with the
requirements
for
advancement
of Expenses,
or been
adjudged
liable in a Proceeding referred to in Section 2(e) above
(in which case any court-ordered indemnification may be subject to limitations
under the Florida Business Corporation Act).
(b)
Payment of
Expenses to
Seek Court-Ordered
Indemnification.
If the
court determines
that Indemnitee
is
entitled
to
indemnification
or to
advance
for
Expenses,
the
Corporation
shall
pay
Indemnitee’s
reasonable
Expenses
to
obtain
the
court-ordered indemnification or advance for Expenses.
7.
Limitations on Indemnification. Regardless of whether
Indemnitee has met the
relevant standard of conduct
set forth
in Section 2(a), nothing in
this Agreement shall require or
permit indemnification of Indemnitee for any
Liability or Expenses incurred
in a Proceeding in which a judgment or other
final adjudication establishes that Indemnitee’s actions or omissions to act were material
to the cause of action so adjudicated and constitute:
(a)
a violation of criminal
law, unless Indemnitee had reasonable
cause to believe
his or her
conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful;
(b)
a transaction
from which
Indemnitee derived
an improper
personal benefit,
including, without
limitation,
any benefits received through the
purchase and sale by
Indemnitee of securities of
the Corporation within the
meaning of Section 16(b)
of the Securities
Exchange Act of 1934, as amended, or similar provisions of state statutory law or
common law;
(c)
in the
case of
a Director,
a circumstance
under which
the liability
provisions of
Section 607.0834
of the
Florida Business Corporation Act are applicable; or
(d)
willful
or
intentional
misconduct
or
a
conscious
disregard
for
the
best
interests
of
the
Corporation
in
a
Proceeding by or in the right of
the Corporation to procure a judgment in
its favor or in a Proceeding
by or in the right of
a shareholder
of the Corporation.
8.
Vested
Rights; Specific Performance. No amendment to the Articles of Incorporation
or Bylaws of the Corporation
or any
other corporate
action shall
in any
way limit
Indemnitee’s
rights under
this Agreement.
In any
Proceeding brought
by or
on
behalf of
Indemnitee
to specifically
enforce
the provisions
of this
Agreement,
the Corporation
waives the
claim or
defense in
that
Proceeding that the plaintiff or claimant has an adequate remedy at law, and the Corporation shall not urge in any such Proceeding the
claim or defense that an adequate
remedy at law exists. The provisions
of this Section 8, however,
shall not prevent Indemnitee from
seeking a remedy at law in connection with any breach of this Agreement.
9.
Liability Insurance. To
the extent the Corporation
maintains an insurance policy
or policies providing directors’
or
officers’ liability
insurance, Indemnitee shall
be covered by that
policy or those
policies, in accordance
with its or their
terms, to the
maximum
extent
of
the
coverage
provided
under
that
policy
or
those
policies
in
effect
for
any
other
Director
or
Officer
of
the
Corporation, as the case may be.
10.
Witness Fees. Notwithstanding any
other provision in
this Agreement, to
the extent
that Indemnitee is
made a witness
in
any
Proceeding
to
which
Indemnitee
is
not
a
party,
because
he
or
she
is
or
was
a
Director
or
Officer,
the
Corporation
hereby
indemnifies and holds
harmless Indemnitee against
all Expenses actually
and reasonably incurred
by Indemnitee or
on Indemnitee’s
behalf in connection therewith.
11.
Security for Indemnification
Obligations. The Corporation
may at any time
and in any manner,
at the discretion of
the Board, secure the Corporation’s
obligations to indemnify or advance Expenses to Indemnitee pursuant to this Agreement.
12.
Non-exclusivity,
No Duplication of
Payments. The rights
of Indemnitee under
this Agreement shall
be in addition
to any other
rights with respect
to indemnification, advancement of
Expenses or otherwise
that Indemnitee may have
under the Articles
of Incorporation or Bylaws,
the Florida Business Corporation
Act or otherwise; provided,
however, that
the Corporation shall not
be
liable under this Agreement to make any payment to
Indemnitee under this Agreement to the extent Indemnitee has
otherwise actually
received
payment (under
any insurance
policy,
provision
of the
Articles of
Incorporation
or Bylaws,
or otherwise)
of the
amounts
otherwise payable
under this
Agreement.
The Corporation’s
obligation
to indemnify
or advance
expenses under
this Agreement
to
Indemnitee who
is or
was serving
at the
request of
the Corporation
as a
director,
officer,
partner,
trustee, employee
or agent
of any
other entity
shall be
reduced by
any amount
Indemnitee has
actually received
as indemnification
or advancement
of expenses
from
that other entity.
13.
Amendments.
To the
extent that the provisions of this
Agreement are held to be inconsistent
with the provisions of
the Florida Business Corporation Act
(including Section 607.0859(1) thereof), the provisions
of that statute shall
govern. To the extent
that the Florida Business Corporation Act is later amended to permit a Florida corporation, without the need for shareholder approval,
to provide
to its
directors
greater rights
to indemnification
or advancement
of Expenses
than
those specifically
set forth
here,
this
Agreement shall be deemed
amended to require the greater
indemnification or more liberal
advancement of Expenses to
Indemnitee,
in
each
case
consistent
with
the
Florida
Business
Corporation
Act
as
so
amended
from
time
to
time.
Otherwise,
no
supplement,
modification or amendment of this Agreement shall be binding unless executed
in writing by the Corporation and Indemnitee.
14.
Subrogation. In the event of payment
under this Agreement, the Corporation shall be
subrogated to the extent of that
payment
to all
of the
rights of
recovery
of Indemnitee,
who shall
execute
all papers
required
and
shall do
everything that
may
be
necessary to secure those rights, including the execution of documents necessary to enable the Corporation effectively
to bring suit to
enforce those rights; provided, however, that any rights of recovery of Indemnitee pursuant to
any liability insurance policy separately
paid for by Indemnitee shall not be subject to subrogation under this Section
14 except that any amounts recovered under such policy
shall be subject to Section 12 hereof.
15.
Waiver.
No waiver of
any of the
provisions of
this Agreement shall
be deemed or
shall constitute a
waiver of
any
other provisions of this Agreement (whether or not similar) nor shall such
a waiver constitute a continuing waiver.
16.
Binding Effect, Etc. This Agreement shall be binding
on and inure to the
benefit of and be enforceable by
the parties
to this Agreement and their respective successors or assigns (including any direct or indirect successor or assign by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or assets of the Corporation), spouses, heirs, and personal and
legal representatives.
17.
Applicability
of
Agreement.
This
Agreement
shall
apply
retroactively
with
respect
to
acts
or
omissions
of
Indemnitee occurring
since the
date that
Indemnitee first
became a
Director or
Officer,
and this
Agreement shall
continue in
effect
regardless of whether
Indemnitee continues to
serve as a Director
or Officer,
but only in respect
of acts or omissions
occurring prior
to the termination of Indemnitee’s service
as a Director or Officer.
18.
Severability.
If any provision
or provisions
of this Agreement
shall be held
to be invalid,
illegal, or unenforceable
for any reason whatsoever:
(a)
the validity,
legality, and
enforceability of the remaining
provisions of this Agreement
(including without
limitation, each portion
of any Section of
this Agreement containing
any such provision held
to be invalid,
illegal, or unenforceable,
that is not itself invalid, illegal, or unenforceable) shall not in any way be affected
or impaired by it;
(b)
the provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law
and to give the maximum effect to the intent of the parties to this Agreement;
and
(c)
to the fullest extent possible, the
provisions of this Agreement (including,
without limitation, each portion
of any Section of this Agreement containing any
provision held to be invalid, illegal,
or unenforceable, that is not itself invalid,
illegal,
or unenforceable) shall be construed so as to give effect to the intent
manifested by it.
19.
Governing Law.
This Agreement shall
be governed by
and construed and
enforced in accordance
with the laws
of
the State of Florida applicable
to contracts made and to
be performed in Florida without giving
effect to the principles of conflicts
of
laws.
20.
Headings. The headings of
the Sections of this
Agreement are inserted for
convenience only and shall
not be deemed
to constitute part of this Agreement or to affect the construction
of this Agreement.
21.
Inducement. The Corporation expressly confirms and agrees that
it has entered into this
Agreement and assumed the
obligations imposed on it
under this Agreement
in order to
induce Indemnitee to
serve or continue to
serve as a
Director and/or Officer,
and the Corporation acknowledges that Indemnitee is relying on this Agreement in serving as a director, officer, employee or agent of
the Corporation or,
at the request
of the Corporation,
as a director,
officer,
partner, trustee,
employee, or agent
of another foreign
or
domestic corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other entity.
22.
Notice by Indemnitee. Indemnitee agrees promptly to notify the Corporation
in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information,
or other document relating to any Proceeding or matter which
may
be subject to
indemnification or advancement
of Expenses covered
under this Agreement.
The failure of
Indemnitee so to
notify the
Corporation shall not relieve the Corporation of any obligation that it may have
to Indemnitee under this Agreement or otherwise.
23.
Notices. All
notices, requests,
demands,
and other
communications under
this Agreement
shall be
in writing
and
shall
be
deemed
to
have
been
duly
given
if:
(i)
delivered
by
hand
and
receipted
for
by
the
party
to
whom
the
notice
or
other
communication shall have been
directed; or (ii) mailed by certified
or registered mail with postage
prepaid, on the third business day
after the date on
which it is so
mailed if to
the Corporation, to the
principal office address
of the Corporation,
or if to Indemnitee,
to
the address of Indemnitee last on file with the Corporation, or to any other address that may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.
The parties hereto have entered into this Agreement effective as of
the date first above written.
The Corporation:
LESAKA TECHNOLOGIES, INC.
By:
____________________________________
Title:
____________________________________
Indemnitee:
__________________________________________
[ ]
Address:
[ ]
ex231
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
consent to
the incorporation
by reference
in Registration
Statement Nos.
333-268414, 333-208324,
333-126958, 333-140042
and 333-170395
on Form
S-8 and
in Registration
Statement Nos.
333-211968
and 333-267371
on Form
S-3 of
our reports
dated
September
11,
2024,
relating
to
the
financial
statements
of
Lesaka
Technologies,
Inc.
and
the
effectiveness
of
Lesaka
Technologies,
Inc.’s
internal control
over financial
reporting appearing
in this
Annual Report
on Form
10-K
for
the year
ended
June 30, 2024.
/s/ KPMG
KPMG
Registered Auditor
Johannesburg, South Africa
September 11, 2024
ex232
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
consent to
the incorporation
by reference
in Registration
Statement Nos.
333-268414, 333-208324,
333-126958, 333-140042
and 333-170395
on Form
S-8 and
in Registration
Statement Nos.
333-211968
and 333-267371
on Form
S-3 of
our report
dated
September
12, 2023,
relating to
the financial
statements of
Lesaka Technologies,
Inc. appearing
in this
Annual Report
on Form
10-K for the year ended June 30, 2024.
/s/ Deloitte & Touche
Deloitte & Touche
Registered Auditor
Johannesburg, South Africa
September 11, 2024
ex311
Exhibit 31.1
CERTIFICATION
OF PRINCIPAL
EXECUTIVE OFFICER
PURSUANT TO RULES 13A-14(A) AND 15D-14(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Ali Mazanderani,
certify that:
1.
I have reviewed this annual report on Form 10-K of Lesaka Technologies,
Inc. (“Lesaka”) for the year ended June 30, 2024;
2.
Based on
my knowledge,
this report
does not
contain any
untrue statement
of a
material fact
or omit
to state
a material
fact
necessary
to
make
the
statements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with respect to the period covered by this report;
3.
Based on my
knowledge, the financial
statements, and other
financial information
included in this
report, fairly present
in all
material respects the financial condition, results of
operations and cash flows of Lesaka as of,
and for, the periods
presented in this
report;
4.
Lesaka’s other
certifying officer and
I are responsible
for establishing and
maintaining disclosure controls
and procedures (as
defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined
in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for Lesaka and have:
(a)
Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed under
our supervision,
to ensure
that material
information relating
to Lesaka,
including its
consolidated subsidiaries,
is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Designed
such internal
control over
financial reporting,
or caused
such internal
control over
financial reporting
to
be
designed
under
our
supervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
Evaluated
the
effectiveness
of
Lesaka’s
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about the
effectiveness
of the
disclosure
controls and
procedures,
as of
the end
of the
period covered
by this
report
based on such evaluation; and
(d)
Disclosed
in
this
report
any
change
in
Lesaka’s
internal
control
over
financial
reporting
that
occurred
during
Lesaka’s most recent fiscal quarter
(Lesaka’s fourth fiscal quarter
in the case of an annual report) that has materially affected,
or is
reasonably likely to materially affect, Lesaka’s
internal control over financial reporting; and
5.
Lesaka’s
other certifying
officer and
I have
disclosed, based
on our
most recent
evaluation of
internal control
over financial
reporting,
to
Lesaka’s
auditors
and
the
Audit
Committee
of
Lesaka’s
Board
of
Directors
(or
persons
performing
the
equivalent
functions):
(a)
All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonably
likely
to
adversely
affect
Lesaka’s
ability
to
record,
process,
summarize
and
report
financial
information; and
(b)
Any fraud,
whether or
not material,
that involves
management
or other
employees who
have a
significant role
in
Lesaka’s internal control over financial
reporting.
Date: September 11, 2024
/s/ Ali Mazanderani
Ali Mazanderani
Executive Chairman
ex312
Exhibit 31.2
CERTIFICATION
OF PRINCIPAL
FINANCIAL OFFICER
PURSUANT TO RULES 13A-14(A) AND 15D-14(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Naeem E. Kola, certify that:
1.
I have reviewed this annual report on Form 10-K of Lesaka Technologies,
Inc. (“Lesaka”) for the year ended June 30, 2024;
2.
Based on
my knowledge,
this report
does not
contain any
untrue statement
of a
material fact
or omit
to state
a material
fact
necessary
to
make
the
statements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with respect to the period covered by this report;
3.
Based on my
knowledge, the financial
statements, and other
financial information
included in this
report, fairly present
in all
material respects the financial condition, results of
operations and cash flows of Lesaka as of,
and for, the periods
presented in this
report;
4.
Lesaka’s other
certifying officer and
I are responsible
for establishing and
maintaining disclosure controls
and procedures (as
defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined
in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for Lesaka and have:
(a)
Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed under
our supervision,
to ensure
that material
information relating
to Lesaka,
including its
consolidated subsidiaries,
is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Designed
such internal
control over
financial reporting,
or caused
such internal
control over
financial reporting
to
be
designed
under
our
supervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
Evaluated
the
effectiveness
of
Lesaka’s
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about the
effectiveness
of the
disclosure
controls and
procedures,
as of
the end
of the
period covered
by this
report
based on such evaluation; and
(d)
Disclosed
in
this
report
any
change
in
Lesaka’s
internal
control
over
financial
reporting
that
occurred
during
Lesaka’s most recent fiscal quarter
(Lesaka’s fourth fiscal quarter
in the case of an annual report) that has materially
affected, or is
reasonably likely to materially affect, Lesaka’s
internal control over financial reporting; and
5.
Lesaka’s
other certifying
officer and
I have
disclosed, based
on our
most recent
evaluation of
internal control
over financial
reporting,
to
Lesaka’s
auditors
and
the
Audit
Committee
of
Lesaka’s
Board
of
Directors
(or
persons
performing
the
equivalent
functions):
(a)
All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonably
likely
to
adversely
affect
Lesaka’s
ability
to
record,
process,
summarize
and
report
financial
information; and
(b)
Any fraud,
whether or
not material,
that involves
management
or other
employees who
have a
significant role
in
Lesaka’s internal control over financial
reporting.
Date: September 11, 2024
/s/ Naeem E. Kola
Naeem E. Kola
Chief Financial Officer
ex32
Exhibit 32
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lesaka Technologies,
Inc. (“Lesaka”) on Form 10-K for the year
ended June 30,
2024,
as
filed
with
the
Securities
and
Exchange
Commission
on
the
date
hereof
(the
“Report”),
Ali
Mazanderani
and
Naeem
E.
Kola, Executive
Chairman and
Chief Financial
Officer,
respectively,
of Lesaka,
certify,
pursuant
to 18
U.S.C. § 1350, that
to their
knowledge:
1.
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of
1934, as amended;
and
2.
The information contained in the Report fairly presents, in all material respects, the financial
condition and results
of operations of Lesaka.
Date: September 11, 2024
/ s/: Ali Mazanderani
Name: Ali Mazanderani
Executive Chairman
Date: September 11, 2024
/s/: Naeem E. Kola
Name: Naeem E. Kola
Chief Financial Officer
ex97
Exhibit 97
LESAKA TECHNOLOGIES,
INC.
the “Company”
COMPENSATION
CLAWBACK POLICY
CONTENTS
CONTENTS
.............................................................................................................................................
2
1.
PURPOSE
.....................................................................................................................................
3
2.
ADMINISTRATION .......................................................................................................................
3
3.
DEFINITIONS................................................................................................................................
4
4.
EFFECTIVE DATE ........................................................................................................................
4
5.
SCOPE
..........................................................................................................................................
4
6.
RECOVERY ..................................................................................................................................
5
7.
IMPRACTABILITY
.........................................................................................................................
5
8.
NO INDEMNIFICATION ................................................................................................................
5
9.
ACKNOWLEDGEMENT
................................................................................................................
5
10.
AMENDMENT AND INTERPRETATION ......................................................................................
5
11.
OTHER RECOUPMENT RIGHTS ................................................................................................
6
12.
SUCCESORS................................................................................................................................
6
13.
GOVERNING LAW .......................................................................................................................
6
14.
POLICY REVIEW
..........................................................................................................................
6
ANNEXURE A: ACKNOWLEDGEMENT FORM
.....................................................................................
6
1.
PURPOSE
The Company has adopted
this Policy to comply
with Section 954 of
the Dodd-Frank Wall
Street Reform and Consumer
Protection Act of 2010, as codified by Section 10D of the Exchange Act, and Nasdaq Listing Rule 5608, which require the
recovery of certain forms
of executive compensation in the
case of accounting restatements resulting from
a material error
in
an
issuer’s
financial
statements
or
material
noncompliance
with
financial
reporting
requirements
under
the
federal
securities laws.
2.
ADMINISTRATION
This Policy shall be
administered by the Board
or, if so, designated by the
Board to the Remuneration
Committee, in which
case references herein to the Board shall be deemed
references to the Remuneration Committee.
3.
DEFINITIONS
For purposes of this Policy,
the following capitalized terms shall have the meanings
set forth below.
a.
“
Acknowledgement Form
” shall mean the acknowledgment form attached hereto as Annex
A.
(a)
“
Board
” shall mean the Board of Directors of the Company.
b.
“
Commission
” shall mean the U.S. Securities and Exchange Commission.
c.
“
Covered Executive
” shall
mean the
Company’s current
and former
executive officers,
and such
other employees
who may from time to
time be deemed subject
to this Policy by the
Board. For purposes of this
Policy, an
executive
officer means an officer as defined in
Rule 16a-1(f) under the Exchange Act.
d.
“
Erroneously Awarded
Compensation
” shall
mean, with
respect to
each Covered
Executive in
connection with
a
Restatement,
the
amount
of
Incentive-based
Compensation
that
exceeds
the
amount
of
Incentive-based
Compensation
that
would
have
been
received
by
the
Covered
Executive
had
it
been
determined
based
on
the
restated amounts, without regard to any taxes paid by
the Covered Executive.
e.
“
Exchange Act
” shall mean the Securities Exchange Act of 1934, as amended.
f.
“
Financial Reporting
Measures
” shall
mean measures
that are
determined and
presented in
accordance with
the
accounting
principles
used
in
preparing
the
Company’s
financial
statements,
and
any
measures
that
are
derived
wholly
or
in
part
from
such
measures.
Stock
price
and
total
shareholder
return
shall
also
constitute
“Financial
Reporting
Measures.”
A
Financial
Reporting
Measure
need
not
be
presented
within
the
Company’s
financial
statements or included in a filing with the Commission.
g.
“
Incentive-based Compensation
” shall mean any compensation that is granted,
earned, or vested based wholly or
in part
upon the
attainment
of a
Financial Reporting
Measure. Incentive
-based Compensation
shall be
deemed to
have been received
during the fiscal
period in which
the Financial Reporting
Measure specified in
the Incentive-based
Compensation award is attained, even if
such Incentive-based Compensation is paid or granted after
the end of such
fiscal
period.
For
the
avoidance
of
doubt,
Incentive-based
Compensation
does
not
include
annual
salary,
compensation awarded
based on
completion
of a
specified period
of service,
or compensation
awarded based
on
subjective standards, strategic measures, or operational measures.
h.
“
Nasdaq
” shall mean the Nasdaq Stock Market LLC.
i.
“
Policy
” shall mean this compensation clawback policy,
as may be amended or restated from time to time.
j.
“
Restatement
”
shall
mean
an
accounting
restatement
due
to
material
noncompliance
by
the
Company
with
any
financial reporting
requirement under
the federal
securities laws,
including any
required accounting
restatement to
correct an error
in previously issued financial
statements that is material
to the previously
issued financial statements,
or that would result
in a material misstatement
if the error were
corrected in the current
period or left uncorrected
in
the current period.
k.
“
Restatement Date
” shall
be the
earlier of
(i) the date
the Board, a
committee of the
Board, or
officer(s) are authorized
to take
such action if
Board action is
not required, concludes,
or reasonably should
have concluded,
that the
Company
is required
to prepare
a Restatement
or (ii)
the date
a court,
regulator,
or other
legally authorized
body directs
the
Company to prepare a Restatement.
4.
EFFECTIVE DATE
This Policy shall
be effective
as of the
date it is
adopted by the
Board and shall
apply to Incentive
-based Compensation
that is approved, awarded, or granted to Covered Executives on
or after that date.
5.
SCOPE
5.1.
This Policy applies to all Incentive-based Compensation
received by the Covered Executives
i.
after beginning service as an executive officer,
ii.
who
served
as
an
executive
officer
at
any
time
during
the
performance
period
for
such
Incentive-based
Compensation, and
iii.
during the three (3) completed fiscal years immediately
preceding a Restatement Date.
5.2.
In addition
to these
last three
(3) completed
fiscal years,
the Policy
applies to
any transition
period that
results
from a change in the
Company’s fiscal year within or immediately following those
three (3) completed fiscal years,
provided, however,
that a transition
period between
the last
day of
the Company’s
previous fiscal
year end
and
the first day
of its
new fiscal
year that comprises
a period of
nine (9)
to twelve
(12) months
would be
deemed a
completed fiscal year for
purposes of this Policy.
For the avoidance of
doubt, the Company’s obligation to
recover
Erroneously Awarded Compensation is not dependent
on if or when the restated financial statements are filed.
6.
RECOVERY
6.1.
In the event
the Company is
required to prepare
a Restatement, the
Company shall,
as promptly as
reasonably
possible, recover any Erroneously Awarded Compensation
received by a Covered Executive during the three (3)
completed fiscal years
immediately preceding
the Restatement Date.
For Incentive-based
Compensation based
on
stock
price
or
total
shareholder
return,
the
Board
shall
determine
the
amount
of
Erroneously
Awarded
Compensation
based
on
a
reasonable
estimate
of
the
effect
of
the
Restatement
on
the
stock
price
or
total
shareholder return upon
which the
Incentive-based Compensation was
received and the
Company shall
document
such reasonable estimate and provide such documentation
to Nasdaq.
6.2.
Subsequent
changes
in
a
Covered
Executive’s
employment
status,
including
retirement
or
termination
of
employment, do not
affect the Company’s rights to
recover Incentive-based Compensation pursuant to
this Policy.
6.3.
The Board
shall determine,
in its
sole discretion,
the method
of recovering
any Incentive-based
Compensation
pursuant to this Policy.
Such methods may include, but are not limited to:
i.
direct recovery by reimbursement;
ii.
set-off against future compensation;
iii.
forfeiture of equity awards;
iv.
set-off or cancelation against planned future awards;
v.
forfeiture
of
deferred
compensation
(subject
to
compliance
with
the
Internal
Revenue
Code
and
related
regulations); and/or
vi.
any other recovery action approved by the Board and permitted
under applicable law
.
7.
IMPRACTABILITY
The Board
shall recover
any Erroneously
Awarded
Compensation
in accordance
with this
Policy
unless such
recovery
would
be
impracticable,
as determined
by
the
Board
in
accordance
with
Rule
10D-1
under
the
Exchange
Act
and
the
listing standards of Nasdaq.
8.
NO INDEMNIFICATION
The
Company
shall
not
indemnify
any
current
or
former
Covered
Executive
against
the
loss
of
Erroneously
Awarded
Compensation, and shall not pay, or reimburse any Covered Executives,
for any insurance policy to fund
such executive’s
potential recovery obligations.
9.
ACKNOWLEDGEMENT
9.1.
Each Covered Executive shall sign and return to the Company,
within 30 calendar days following the later of
i.
the effective date of this Policy first set forth above
or
ii.
the date the individual becomes a Covered Executive,
the Acknowledgement Form,
pursuant to which
the Covered Executive agrees
to be bound
by, and to comply with,
the terms and conditions of this Policy.
10.
AMENDMENT AND INTERPRETATION
The Board may amend this Policy from time to time in its
discretion and shall amend this Policy as it deems necessary
to
reflect the regulations adopted by the Commission and to comply with any rules or standards adopted by Nasdaq or such
other national
securities
exchange
on which
the Company’s
securities
are then
listed. It
is intended
that this
Policy be
interpreted in a
manner that is
consistent with
the requirements
of Section 10D
of the Exchange
Act and any
applicable
rules
or
standards
adopted
by
the
Commission
and
Nasdaq,
or
such
other
national
securities
exchange
on
which
the
Company’s securities are then listed.
11.
OTHER RECOUPMENT RIGHTS
The Board may
require that any
employment agreement,
equity award agreement,
or similar agreement
entered into on
or after the effective date shall require a Covered Executive
to agree to abide by the terms of this Policy as a condition
to
the grant of
any benefit.
Any right of
recoupment under
this Policy is
in addition to,
and not in
lieu of, any
other rights
of
recoupment
or remedies
that
may be
available
to the
Company
pursuant
to
the terms
of any
employment
agreement,
equity award agreement, similar agreement, or policy
and any other legal remedies available to the Company.
12.
SUCCESORS
This
Policy
shall
be
binding
and
enforceable
against
all
Covered
Executives
and
their
administrators,
beneficiaries,
executors, heirs, or other legal representatives.
13.
GOVERNING LAW
This Policy shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving
effect to any choice or conflict of law provision
or rule (whether of the State of Florida or any other jurisdiction).
14.
POLICY REVIEW
14.1.
THE POLICY IS SUBJECT TO REVISION
a.
The
Remuneration
Committee
of
the
Company
will
review
this
policy
annually
and
may
recommend
changes from time to time for the consideration of the
Board.
LESAKA BOARD APPROVAL
RECEIVED: SEPTEMBER 2024
ANNEXURE A: ACKNOWLEDGEMENT FORM
By signing below,
the undersigned
acknowledges and
confirms that the
undersigned has received
and reviewed
a copy
of the Lesaka Technologies,
Inc. (the “Company”)
Compensation Clawback
Policy (the “Policy”).
Capitalized terms used
but not defined
in this
Acknowledgement Form
(this “Acknowledgement
Form”) shall
have the
meanings set
forth in
the
Policy.
By
signing
this
Acknowledgement
Form,
the
undersigned
acknowledges
and
agrees
that
the
undersigned
is
and
will
continue to be subject to the Policy
and that the Policy will apply both
during and after the undersigned’s employment with
the Company.
Further,
by signing
below,
the undersigned
agrees to
abide by
the terms
of the
Policy,
including, without
limitation, by
returning
any Incentive
-based Compensation
subject
to recovery
under the
Policy to
the Company
to the
extent required by,
and in a manner consistent with, the Policy.
_____________________________
Signature
_____________________________
Print Name
_____________________________Date