UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended DecemberMarch 31, 20172019

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ______________ to __________________________ To _____________

Commission file number:000-31203

NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida98-0171860
(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

Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 [X] NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
YES [X] NO [   ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large"large accelerated filer”, “accelerated filer”, “smallerfiler," "accelerated filer," "smaller reporting company”,company," and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act (check one):

[   ] Large accelerated filer[X ] Accelerated filer
[   ] Non-accelerated filer[   ] Smaller reporting company
(do not check if a smaller reporting company)
[   ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [   ] NO [X ]

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each classTrading Symbol(s)on which registered
Common stock, par value $0.001 per shareUEPSNASDAQ Global Select Market
Common stock, par value $0.001 per shareNT1Johannesburg Stock Exchange

As of FebruaryMay 6, 20182019 (the latest practicable date), 56,832,37056,815,925 shares of the registrant’s common stock, par value $0.001 per share, net of treasury shares, were outstanding.


Form 10-Q

NET 1 UEPS TECHNOLOGIES, INC.

Table of Contents

  Page No.
PART I. FINANCIAL INFORMATION 
     Item 1.Financial Statements 
 Unaudited Condensed Consolidated Balance Sheets at DecemberMarch 31, 20172019 and June 30, 201720182
Unaudited Condensed Consolidated Statements of Operations for the three and sixnine months ended DecemberMarch 31, 20172019 and 20162018 (as restated)3
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and sixnine months ended DecemberMarch 31, 20172019 and 20162018 (as restated)4
Unaudited Condensed Consolidated Statement of Changes in Equity for the sixthree and nine months ended DecemberMarch 31, 20172019 and 2018 (as restated)5
Unaudited Condensed Consolidated Statements of Cash Flows for the three and sixnine months ended DecemberMarch 31, 20172019 and 20162018 (as restated)67
 Notes to Unaudited Condensed Consolidated Financial Statements78
     Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations3045
     Item 3.Quantitative and Qualitative Disclosures About Market Risk4865
     Item 4.Controls and Procedures4865
PART II. OTHER INFORMATION 
     Item 1.Legal Proceedings4966
Item 1A.Risk Factors67
     Item 6.Exhibits4968
     Signatures 5068
     EXHIBIT 10.79
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 3210.102 

1


Part I. Financial Information

Item 1. Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Balance Sheets

  Unaudited  (A) 
  December 31,  June 30, 
  2017  2017 
  (In thousands, except share data) 
ASSETS   
CURRENT ASSETS      
     Cash and cash equivalents$ 64,896 $ 258,457 
     Pre-funded social welfare grants receivable (Note 2) 3,300  2,322 
     Accounts receivable, net of allowances of – December: $1,251; June: $1,255 128,543  111,429 
     Finance loans receivable, net of allowances of – December: $17,213; June: $7,469 105,697  80,177 
     Inventory (Note 3) 12,482  8,020 
     Deferred income taxes (Note 1) -  5,330 
             Total current assets before settlement assets 314,918  465,735 
                     Settlement assets (Note 4) 412,177  640,455 
                           Total current assets 727,095  1,106,190 
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of – December: $136,996; June: $120,212 32,852  39,411 
EQUITY-ACCOUNTED INVESTMENTS (Note 6) 147,392  27,862 
GOODWILL (Note 7) 199,495  188,833 
INTANGIBLE ASSETS, net (Note 7) 34,604  38,764 
DEFERRED INCOME TAXES (Note 1) 3,342  - 
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 6 and Note 8) 225,463  49,696 
     TOTAL ASSETS 1,370,243  1,450,756 
LIABILITIES   
CURRENT LIABILITIES      
     Short-term credit facilities (Note 9) 35,553  16,579 
     Accounts payable 16,971  15,136 
     Other payables 39,168  34,799 
     Current portion of long-term borrowings (Note 10) 50,530  8,738 
     Income taxes payable 5,311  5,607 
             Total current liabilities before settlement obligations 147,533  80,859 
                     Settlement obligations (Note 4) 412,177  640,455 
                              Total current liabilities 559,710  721,314 
DEFERRED INCOME TAXES (Note 1) 9,866  11,139 
LONG-TERM BORROWINGS (Note 10) 19,867  7,501 
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8) 2,449  2,795 
     TOTAL LIABILITIES 591,892  742,749 
COMMITMENTS AND CONTINGENCIES (Note 18)      
REDEEMABLE COMMON STOCK (Note 1) 107,672  107,672 
EQUITY   
COMMON STOCK (Note 11)      
     Authorized: 200,000,000 with $0.001 par value;      
     Issued and outstanding shares, net of treasury - December: 56,832,370; June: 56,369,737 80  80 
PREFERRED STOCK      
     Authorized shares: 50,000,000 with $0.001 par value;      
     Issued and outstanding shares, net of treasury: December: -; June: - -  - 
ADDITIONAL PAID-IN-CAPITAL 274,961  273,733 
TREASURY SHARES, AT COST: December: 24,891,292; June: 24,891,292 (286,951) (286,951)
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 12) (123,359) (162,569)
RETAINED EARNINGS 802,381  773,276 
     TOTAL NET1 EQUITY 667,112  597,569 
     NON-CONTROLLING INTEREST 3,567  2,766 
              TOTAL EQUITY (Note 1) 670,679  600,335 
                         TOTAL LIABILITIES, REDEEMABLE COMMON STOCK ANDSHAREHOLDERS’ EQUITY$ 1,370,243 $ 1,450,756 
  March 31,  June 30, 
  2019  2018(A)
  (In thousands, except share data) 
ASSETS   
CURRENT ASSETS      
     Cash and cash equivalents$ 48,757 $ 87,075 
     Restricted cash (Note 11) 74,181  - 
     Pre-funded social welfare grants receivable (Note 3) -  2,965 
     Accounts receivable, net and other receivables (Note 4) 80,150  93,448 
     Finance loans receivable, net (Note 4) 25,217  61,463 
     Inventory (Note 5) 7,861  10,361 
     Current assets of discontinued operation (Note 2) -  22,482 
          Total current assets before settlement assets 236,166  277,794 
                     Settlement assets (Note 6) 66,222  149,047 
                                Total current assets 302,388  426,841 
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of – March: $131,212; June: $126,026 19,889  25,737 
EQUITY-ACCOUNTED INVESTMENTS (Note 2 and Note 8) 167,497  87,992 
GOODWILL (Note 2 and Note 9) 156,499  169,079 
INTANGIBLE ASSETS, net (Note 2 and Note 9) 15,719  27,129 
DEFERRED INCOME TAXES 2,862  5,751 
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 8 and Note 10) 174,903  235,032 
LONG-TERM ASSETS OF DISCONTINUED OPERATION (Note 2 and Note 8) -  241,729 
     TOTAL ASSETS 839,757  1,219,290 
LIABILITIES   
CURRENT LIABILITIES      
     Short-term credit facilities for ATM funding (Note 11) 74,181  - 
     Short-term credit facilities (Note 11) 8,865  - 
     Accounts payable 14,743  21,106 
     Other payables 37,936  41,645 
     Current portion of long-term borrowings (Note 2 and Note 11) 15,823  44,079 
     Income taxes payable 4,958  5,742 
     Current liabilities of discontinued operation (Note 2) -  20,914 
             Total current liabilities before settlement obligations 156,506  133,486 
                     Settlement obligations (Note 6) 66,222  149,047 
                              Total current liabilities 222,728  282,533 
DEFERRED INCOME TAXES (Note 2) 6,299  17,485 
LONG-TERM BORROWINGS (Note 11) -  5,469 
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 10) 2,273  30,289 
LONG-TERM LIABILITIES OF DISCONTINUED OPERATION (Note 2) -  37,412 
     TOTAL LIABILITIES 231,300  373,188 
COMMITMENTS AND CONTINGENCIES      
REDEEMABLE COMMON STOCK 107,672  107,672 
EQUITY   
COMMON STOCK (Note 12)
     Authorized: 200,000,000 with $0.001 par value;
     Issued and outstanding shares, net of treasury - March: 56,815,925; June: 56,685,925
 

80
  

80
 
PREFERRED STOCK
     Authorized shares: 50,000,000 with $0.001 par value;
     Issued and outstanding shares, net of treasury: March: -; June: -
 

-
  

-
 
ADDITIONAL PAID-IN-CAPITAL 277,950  276,201 
TREASURY SHARES, AT COST: March: 24,891,292; June: 24,891,292 (286,951) (286,951)
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 2 and Note 13) (204,338) (184,436)
RETAINED EARNINGS 713,701  837,625 
     TOTAL NET1 EQUITY 500,442  642,519 
     NON-CONTROLLING INTEREST 343  95,911 
          TOTAL EQUITY 500,785  738,430 
                 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK ANDSHAREHOLDERS’ EQUITY$ 839,757 $ 1,219,290 

(A) – Derived from audited financial statements

filed on Form 10-K/A on December 6, 2018 (Note 1) See Notes to Unaudited Condensed Consolidated Financial Statements

2



NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations

  Three months ended  Six months ended 
  December 31,  December 31, 
  2017  2016  2017  2016 
  (In thousands, except per share data)  (In thousands, except per share data) 
REVENUE$ 148,416 $ 151,433 $ 300,974 $ 307,066 
EXPENSE            
         Cost of goods sold, IT processing, servicing and support 73,994  73,518  148,646  148,298 
         Selling, general and administration 49,392  41,703  93,326  80,171 
         Depreciation and amortization 8,723  10,623  17,689  20,827 
OPERATING INCOME 16,307  25,589  41,313  57,770 
INTEREST INCOME 4,705  5,061  9,749  9,365 
INTEREST EXPENSE 2,325  510  4,446  1,306 
INCOME BEFORE INCOME TAX EXPENSE 18,687  30,140  46,616  65,829 
INCOME TAX EXPENSE (Note 17) 10,062  10,984  20,339  22,087 
NET INCOME BEFORE EARNINGS FROM EQUITY- ACCOUNTED INVESTMENTS 8,625  19,156  26,277  43,742 
EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS 1,354  74  3,429  733 
NET INCOME 9,979  19,230  29,706  44,475 
LESS NET INCOME ATTRIBUTABLE TO NON-            
CONTROLLING INTEREST 357  589  601  1,202 
NET INCOME ATTRIBUTABLE TO NET1$ 9,622 $ 18,641 $ 29,105 $ 43,273 
Net income per share, in U.S. dollars(Note 14)            
         Basic earnings attributable to Net1 shareholders$0.17 $0.35 $0.51 $0.81 
         Diluted earnings attributable to Net1 shareholders$0.17 $0.35 $0.51 $0.81 
  Three months ended   Nine months ended 
  March 31,   March 31, 
  2019A   2018   2019A   2018 
      (AsrestatedAB)       (AsrestatedAB) 
  (In thousands, except per share data)   (In thousands, except per share data) 
REVENUE$ 86,484  $ 162,721  $ 309,518  $ 463,695 
EXPENSE               
         Cost of goods sold, IT processing, servicing and support 50,179   77,860   173,680   226,506 
         Selling, general and administration 42,802   48,091   155,676   141,417 
         Depreciation and amortization 9,881   9,341   30,528   27,030 
         Impairment loss (Note 9) 5,305   19,865   13,496   19,865 
OPERATING (LOSS) INCOME (21,683)  7,564   (63,862)  48,877 
CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 7 and 8) (26,263)  37,843   (42,099)  37,843 
LOSS ON DISPOSAL OF DNI (Note 2) 5,140   -   5,140   - 
INTEREST INCOME, net of impairment (Note 8) (959)  5,154   586   14,903 
INTEREST EXPENSE 3,493   2,426   9,030   6,872 
(LOSS) INCOME BEFORE INCOME TAX (BENEFIT) EXPENSE (57,538)  48,135   (119,545)  94,751 
INCOME TAX (BENEFIT) EXPENSE (Note 19) (2,490)  19,418   1,702   39,757 
NET (LOSS) INCOME BEFORE EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS (55,048)  28,717   (121,247)  54,994 
(LOSS) EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS (464)  3,960   (338)  7,389 
NET (LOSS) INCOME (55,512)  32,677   (121,585)  62,383 
         Continuing (50,784)  29,386   (124,275)  57,181 
         Discontinued (4,728)  3,291   2,690   5,202 
(ADD) LESS NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST (728)  302   2,339   903 
         Continuing (485)  302   (1,362)  903 
         Discontinued (243)  -   3,701   - 
NET (LOSS) INCOME ATTRIBUTABLE TO NET1  (54,784)   32,375    (123,924)   61,480 
         Continuing (50,299)  29,084   (122,913)  56,278 
         Discontinued$(4,485) $3,291  $(1,011) $5,202 
Net (loss) income per share, in U.S. dollars(Note 15)               
         Basic (loss) earnings attributable to Net1 shareholders$(0.96) $0.57  $(2.18) $1.08 
                   Continuing$(0.88) $0.51  $(2.16) $1.02 
                   Discontinued$(0.08) $0.06  $(0.02) $0.06 
         Diluted (loss) earnings attributable to Net1 shareholders$(0.96) $0.57  $(2.18) $1.08 
                   Continuing$(0.88) $0.51  $(2.16) $1.02 
                   Discontinued$(0.08) $0.06  $(0.02) $0.06 

(A) Refer to Note 2 for discontinued operations disclosures.
(B) Refer to Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

3



NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Comprehensive Income

  Three months ended  Six months ended 
  December 31,  December 31, 
  2017  2016  2017  2016 
  (In thousands)  (In thousands) 
             
Net income$ 9,979 $ 19,230 $ 29,706 $ 44,475 
             
Other comprehensive income (loss)            
         Movement in foreign currency translation reserve 53,517  (20,766) 39,637  1,536 
         Movement in foreign currency translation reserve related to equity-accounted investments -  -  (227) - 
                   Total other comprehensive income (loss), net of taxes 53,517  (20,766) 39,410  1,536 
             
             Comprehensive income (loss) 63,496  (1,536) 69,116  46,011 
                    Less comprehensive income attributable to non- controlling interest (668) (624) (801) (1,681)
                               Comprehensive income (loss) attributable to Net1$ 62,828 $ (2,160)$ 68,315 $ 44,330 
  Three months ended  Nine months ended 
  March 31,  March 31, 
  2019  2018  2019  2018 
     (AsrestatedA)     (AsrestatedA) 
  (In thousands)  (In thousands) 
             
Net (loss) income$ (55,512)$32,677 $(121,585)$62,383 
             
Other comprehensive (loss) income            
         Movement in foreign currency translation reserve (8,351) 20,683  (32,026) 60,320 
         Release of foreign currency translation reserve related to disposal of DNI (Note 2 and Note 13) 1,806  -  1,806  - 
         Movement in foreign currency translation reserve related to equity-accounted investments -  -  5,430  (227)
                 Total other comprehensive (loss) income, net of taxes (6,545) 20,683  (24,790) 60,093 
             
             Comprehensive (loss) income (62,057) 53,360  (146,375) 122,476 
                   Add (Less) comprehensive loss (income) attributable to non-controlling interest 1,207  (473) 2,549  (1,274)
                       Comprehensive (loss) income attributable to Net1$ (60,850)$ 52,887 $ (143,826)$ 121,202 

(A) Refer to Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

4



NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statement of Changes in Equity for the six months ended December 31, 2017 (dollar amounts in thousands)
Net 1 UEPS Technologies, Inc. Shareholders

  Net 1 UEPS Technologies, Inc. Shareholders          
        Number              Accumulated           Redeemable 
  Number     of     Number of  Additional     Other  Total  Non-     Common 
  of     Treasury  Treasury  Shares, Net  Paid-In  Retained  Comprehensive  Net1  Controlling     Stock 
  Shares  Amount  Shares  Shares  of Treasury  Capital  Earnings  (Loss) Income  Equity  Interest  Total  (Note 1)
                                     
Balance – July 1, 2017 81,261,029 $80  (24,891,292)$(286,951) 56,369,737 $273,733 $773,276 $(162,569)$597,569 $2,766 $600,335 $107,672 
Restricted stock granted (Note 13) 588,594           588,594           -     -    
Stock-based compensation charge (Note 13)           1,477      1,477    1,477   
Reversal of stock compensation charge (Note 13) (125,961)       (125,961) (42)     (42)   (42)  
                                     
Reversal of stock based- compensation charge related to equity-accounted investment           (207)     (207)   (207)  
Net income                   29,105     29,105  601  29,706    
Other comprehensive income (Note 12)               39,210  39,210  200  39,410   
Balance – December 31, 2017 81,723,662 $80  (24,891,292)$(286,951) 56,832,370 $274,961 $802,381 $(123,359)$667,112 $3,567 $670,679 $107,672 
                       Accumulated  Total          
        Number           Retained  Other  Net1          
  Number     of     Number of  Additional  Earnings  Comprehensive  Equity  Non-  Total  Redeemable 
  of     Treasury  Treasury  Shares, Net  Paid-In  (As  (Loss) Income  (As  Controlling  (As  Common 
  Shares  Amount  Shares  Shares  of Treasury  Capital  restatedA)  (As restatedA)  restatedA)  Interest  restatedA)  Stock 
   For the three months ended March 31, 2018 (dollar amounts in thousands)     
Balance – January 1, 2018 81,723,662 $80  (24,891,292)$(286,951) 56,832,370 $274,961 $802,381 $(123,359)$667,112 $3,567 $670,679 $107,672 
Restricted stock granted (Note 14) 22,817           22,817           -          
Stock-based compensation charge (Note 14)           575      575    575   
Net income                   32,375     32,375  302  32,677    
Other comprehensive income (Note 13)               20,512  20,512  171  20,683   
Balance – March 31, 2018 81,746,479 $80  (24,891,292)$(286,951) 56,855,187 $275,536 $834,756 $(102,847)$720,574 $4,040 $724,614 $107,672 
   For the nine months ended March 31, 2018 (dollar amounts in thousands)     
Balance – July 1, 2017 81,261,029 $80  (24,891,292)$(286,951) 56,369,737 $273,733 $773,276 $(162,569)$597,569 $2,766 $600,335 $107,672 
Restricted stock granted (Note 14) 611,411           611,411           -     -    
Stock-based compensation charge (Note 14)           2,052      2,052    2,052   
Reversal of stock compensation charge (Note 14) (125,961)       (125,961) (42)     (42)   (42)  
Reversal of stock based- compensation charge related to equity-accounted investment           (207)     (207)   (207)  
Net income                   61,480     61,480  903  62,383    
Other comprehensive income (Note 13)               59,722  59,722  371  60,093   
Balance – March 31, 2018 81,746,479 $80  (24,891,292)$(286,951) 56,855,187 $275,536 $834,756 $(102,847)$720,574 $4,040 $724,614 $107,672 

(A) Refer to Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

5



NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated StatementsStatement of Cash FlowsChanges in Equity
Net 1 UEPS Technologies, Inc. Shareholders

  Three months ended  Six months ended 
  December 31,  December 31, 
  2017  2016  2017  2016 
  (In thousands)  (In thousands) 
Cash flows from operating activities            
Net income$ 9,979 $ 19,230 $ 29,706 $ 44,475 
Depreciation and amortization 8,723  10,623  17,689  20,827 
Earnings from equity-accounted investments (1,354) (74) (3,429) (733)
Fair value adjustments (372) 72  (281) (11)
Interest payable (159) (23) (247) 9 
Facility fee amortized 214  31  347  67 
Loss (Profit) on disposal of property, plant and equipment 16  (539) 121  (473)
Profit on disposal of business (463) -  (463) - 
Stock-based compensation charge (reversal), net (Note 13) 608  635  1,435  (689)
Dividends received from equity accounted investments 1,253  -  2,165  370 
(Increase) Decrease in accounts receivable, pre-funded social            
welfare grants receivable and finance loans receivable 6,005  6,585  (33,136) 14,351 
Increase in inventory (2,322) (3,481) (3,848) (3,585)
(Decrease) Increase in accounts payable and other payables (481) (5,940) 2,948  (2,900)
Decrease in taxes payable (9,754) (11,815) (916) (859)
Increase (Decrease) in deferred taxes 1,419  386  428  (1,246)
   Net cash provided by operating activities 13,312  15,690  12,519  69,603 
             
Cash flows from investing activities            
Capital expenditures (2,103) (3,126) (3,576) (6,549)
Proceeds from disposal of property, plant and equipment 99  945  415  1,014 
Investment in Cell C (Note 6) -  -  (151,003) - 
Investment in equity of equity-accounted investments (Note 6) (40,892) -  (113,738) - 
Acquisition of held to maturity investment (Note 6) (9,000) -  (9,000) - 
Investment in MobiKwik -  -  -  (15,347)
Loans to equity accounted investments (Note 6)    (10,044)    (10,044)
Acquisitions, net of cash acquired -  (4,651) -  (4,651)
Other investing activities (154) -  (154) - 
Net change in settlement assets (Note 4) 24,519  258,166  237,168  220,772 
     Net cash (used in) provided by investing activities (27,531) 241,290  (39,888) 185,195 
             
Cash flows from financing activities            
Long-term borrowings utilized (Note 10) -  -  95,431  247 
Repayment of long-term borrowings (Note 10) (30,881) (1,824) (45,141) (28,493)
Proceeds from bank overdraft (Note 9) 690  -  32,570  - 
Repayment of bank overdraft (Note 9) (11,391) -  (14,343) - 
Guarantee fee paid (Note 10) -  (1,145) (552) (1,145)
Acquisition of treasury stock (Note 11) -  -  -  (32,081)
Dividends paid to non-controlling interest -  (58) -  (613)
Net change in settlement obligations (Note 4) (24,519) (258,166) (237,168) (220,772)
   Net cash used in financing activities (66,101) (261,193) (169,203) (282,857)
             
Effect of exchange rate changes on cash 6,857  (2,225) 3,011  3,306 
Net decrease in cash, cash equivalents and restricted cash (73,463) (6,438) (193,561) (24,753)
Cash, cash equivalents and restricted cash – beginning ofperiod 138,359  205,329  258,457  223,644 
Cash, cash equivalents and restricted cash – end of period (1)$ 64,896 $ 198,891 $ 64,896 $ 198,891 
        Number              Accumulated             
  Number     of     Number of  Additional     Other  Total  Non-     Redeemable 
  of     Treasury  Treasury  Shares, Net  Paid-In  Retained  Comprehensive  Net1  Controlling     Common 
  Shares  Amount  Shares  Shares  of Treasury  Capital  Earnings  (Loss) Income  Equity  Interest  Total  Stock 
   For the three months ended March 31, 2019 (dollar amounts in thousands)     
Balance – January 1, 2019 81,725,217 $80  (24,891,292)$(286,951) 56,833,925 $277,463 $768,485 $(198,272)$560,805 $91,632 $652,437 $107,672 
Stock-based compensation charge (Note 14)           578      578    578   
Reversal of stock compensation charge (Note 14) (18,000)       (18,000) (91)     (91)   (91)  
Dividends paid to non-controlling interest                 -  (1,148) (1,148)  
Deconsolidation of DNI (Note 2)                         -  (88,934) (88,934)   
Net loss                   (54,784)    (54,784) (728) (55,512)   
Other comprehensive loss (Note 13)                      (6,066) (6,066) (479) (6,545)   
Balance – March 31, 2019 81,707,217 $80  (24,891,292)$(286,951) 56,815,925 $277,950 $713,701 $(204,338)$500,442 $343 $500,785 $107,672 
   For the nine months ended March 31, 2019 (dollar amounts in thousands)     
Balance – July 1, 2018 81,577,217 $80  (24,891,292)$(286,951) 56,685,925 $276,201 $837,625 $(184,436)$642,519 $95,911 $738,430 $107,672 
Restricted stock granted (Note 14) 148,000           148,000           -     -    
Stock-based compensation charge (Note 14)           1,763      1,763    1,763   
Reversal of stock compensation charge (Note 14) (18,000)       (18,000) (91)     (91)   (91)  
Stock-based compensation charge related to equity-accounted investment (Note 8)           77      77    77   
Dividends paid to non-controlling interest                 -  (4,085) (4,085)  
Deconsolidation of DNI (Note 2)                         -  (88,934) (88,934)   
Net (loss) income                   (123,924)    (123,924) 2,339  (121,585)   
Other comprehensive loss (Note 13)                      (19,902) (19,902) (4,888) (24,790)   
Balance – March 31, 2019 81,707,217 $80  (24,891,292)$(286,951) 56,815,925 $277,950 $713,701 $(204,338)$500,442 $343 $500,785 $107,672 

See Notes to Unaudited Condensed Consolidated Financial Statements

6



NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows

  Three months ended  Nine months ended 
  March 31,  March 31, 
  2019  2018  2019  2018 
     (asrestated(A))     (asrestated(A)) 
  (In thousands)  (In thousands) 
Cash flows from operating activities (Note 2)            
Net (loss) income$ (55,512)$ 32,677 $ (121,585)$ 62,383 
Depreciation and amortization 9,881  9,341  30,528  27,030 
Impairment loss (Note 9) 5,305  19,865  13,496  19,865 
Allowance for doubtful accounts receivable charged 396  579  31,638  11,560 
Loss (Earnings) from equity-accounted investments 464  (3,960) 338  (7,389)
Interest on Cedar Cell note, net of impairment (Note 8) 2,044  (587) 3,404  (769)
Change in fair value of equity securities (Notes 7 and 8) 26,263  (37,843) 42,099  (37,843)
Fair value adjustments and foreign currency re-measurements 90  (110) 91  (209)
Interest payable 53  (17) 294  (264)
Facility fee amortized 51  120  206  467 
(Profit) Loss on disposal of property, plant and equipment (147) (50) (413) 71 
Loss (Profit) on disposal of business (Note 2) 5,140  -  5,140  (463)
Stock-based compensation charge, net (Note 14) 487  575  1,672  2,010 
Dividends received from equity accounted investments -  1,946  454  4,111 
Decrease (Increase) in accounts receivable, pre-funded social welfare grants receivable and finance loans receivable (14,938) 41,679  6,533  (2,438)
Decrease (Increase) in inventory 1,451  1,072  3,612  (2,776)
Increase (Decrease) in accounts payable and other payables 8,196  2,827  (11,339) 5,775 
Increase in taxes payable 795  9,007  2,142  8,091 
(Decrease) Increase in deferred taxes (4,153) 7,824  (11,223) 8,252 
     Net cash (used in) provided by operating activities (14,134) 84,945  (2,913) 97,464 
Cash flows from investing activities (Note 2)            
Capital expenditures (1,615) (4,225) (7,280) (7,801)
Proceeds from disposal of property, plant and equipment 295  160  781  575 
Disposal of DNI (Note 2 and Note 16) (2,114) -  (2,114) - 
Investment in equity of equity-accounted investments (Note 8) (489) (18,597) (2,989) (132,335)
Acquisition of intangible assets -  -  (1,384) - 
Investment in MobiKwik -  -  (1,056) - 
Proceeds on return of investment (Note 8) -  -  284  - 
Investment in Cell C (Note 8) -  -  -  (151,003)
Loans to equity-accounted investments -  (10,635) -  (10,635)
Acquisition of held to maturity investment (Note 8) -  -  -  (9,000)
Other investing activities -  300  -  146 
Net change in settlement assets (1,083) 43,222  76,879  280,390 
     Net cash (used in) provided by investing activities (5,006) 10,225  63,121  (29,663)
Cash flows from financing activities            
Proceeds from bank overdraft (Note 11) 278,288  9,802  584,525  42,372 
Repayment of bank overdraft (Note 11) (257,097) (42,650) (502,823) (56,993)
Repayment of long-term borrowings (Note 11) (12,499) (15,826) (36,310) (60,967)
Long-term borrowings utilized (Note 11) 3,609  17,726  14,613  113,157 
Dividends paid to non-controlling interest (1,148) -  (4,085) - 
Payment of guarantee fee (Note 11) -  (202) (394) (754)
Net change in settlement obligations 1,083  (43,222) (76,879) (280,390)
     Net cash provided by (used in) financing activities 12,236  (74,372) (21,353) (243,575)
Effect of exchange rate changes on cash (3,199) 1,478  (5,971) 4,489 
Net (decrease) increase in cash, cash equivalents andrestricted cash (10,103) 22,276  32,884  (171,285)
Cash, cash equivalents and restricted cash – beginning 133,041  64,896  90,054  258,457 
Cash, cash equivalents and restricted cash – end of period(1)$ 122,938 $ 87,172 $ 122,938 $ 87,172 

     (A) Refer to Note 1.
     See Notes to Unaudited Condensed Consolidated Financial Statements
(1) Cash, cash equivalents and restricted cash as of DecemberMarch 31, 2016,2019, includes restricted cash of approximately $43.7$74.2 million related to cash withdrawn from the guarantee issued by FirstRand Bank Limited (acting through its Rand Merchant Bank division).Company’s various debt facilities to fund ATMs. This cash was placed into an escrow accountmay only be used to fund ATMs and wasis considered restricted as to use and therefore wasis classified as restricted cash. The restriction lapsed upon expiry ofRefer to Note 11 for additional information regarding the guarantee.Company’s facilities.

67



NET 1 UEPS TECHNOLOGIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
for the three and sixnine months ended DecemberMarch 31, 20172019 and 20162018
(All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)

1. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”("GAAP") and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

These financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K10-K/A for the fiscal year ended June 30, 2017.2018. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented. During the three months ended December 31, 2017, the Company reclassified redeemable common stock out of total equity because redeemable common stock is required to be presented outside of permanent equity. The Company has restated these amounts in its unaudited condensed consolidated balance sheet as at June 30, 2017 and unaudited condensed consolidated statement of changes in equity for the six months ended December 31, 2017. The reclassification resulted in a decrease in total equity by approximately $107.7 million and an increase in redeemable common stock, presented outside of permanent equity, of approximately $107.7 million. This reclassification had no impact on the Company’s previously reported consolidated income, comprehensive income or cash flows.

References to the “Company”"Company" refer to Net1 and its consolidated subsidiaries, collectively, unless the context otherwise requires. References to “Net1”"Net1" are references solely to Net 1 UEPS Technologies, Inc.

Restatement of prior year balances contained in financial statements and related notes for the three and nine months ended March 31, 2018

     As previously reported and more fully described in Note 1 to the consolidated financial statements contained in the Form 10-K/A filed on December 6, 2018, the Company restated its 2018 consolidated financial statements, to correctly classify and record the change in fair value of its investment in Cell C in the statement of operations rather than in other comprehensive income as originally presented due to the election of the fair value option on acquisition. The Cell C investment was acquired in August 2017, and its fair value increased by $37,843 during the three and nine months ended March 31, 2018. Accordingly, the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2018, have also been restated with the effect of increasing income before tax by $37,843, income tax expense by $8,477 and net income by $29,366 and decreasing total comprehensive income by $29,366.

     The Company also identified and corrected other insignificant misstatements in its consolidated statement of cash flows for the three and nine months ended March 31, 2018. This decreased net cash provided by operating activities by $300 with a corresponding increase in net cash provided by investing activities but had no effect on the net (decrease) increase in cash, cash equivalents and restricted cash for the three months and nine months ended March 31, 2018.

Recent accounting pronouncements adopted

In August 2014, the FASB issued guidance regardingDisclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This guidance requires an entity to perform interim and annual assessments of its ability to continue as a going concern within one year of the date that its financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for the Company beginning July 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements disclosures.

In July 2015, the FASB issued guidance regardingSimplifying the Measurement of Inventory. This guidance requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market (market in this context is defined as one of three different measures). The guidance will not apply to inventories that are measured by using either the last-in, first-out (“LIFO”) method or the retail inventory method (“RIM”). The guidance is effective for the Company beginning July 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In November 2015, the FASB issued guidance regardingBalance Sheet Classification of Deferred Taxes. This guidance requires that deferred tax liabilities and assets are to be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. This guidance is effective for the Company beginning July 1, 2017, and has been applied on a prospective basis. The adoption of this guidance has resulted in the reclassification of current deferred tax assets and liabilities as non-current deferred tax assets and liabilities in the unaudited condensed consolidated balance sheet as of December 31, 2017. Prior period current deferred tax assets have not been reclassified as non-current in the unaudited condensed consolidated balance sheet as of June 30, 2017.

In March 2016, the FASB issued guidance regardingImprovements to Employee Share-Based Payment Accounting. The guidance simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance is effective for the Company beginning July 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements. The Company has elected to continue to estimate the number of forfeitures when an award is made.

7


1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Recent accounting pronouncements not yet adopted as of December 31, 2017

In May 2014, the FASBFinancial Accounting Standards Board ("FASB") issued guidance regardingRevenue from Contracts with Customers. This guidance requires an entity to recognize revenue when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance was originally set to be effective for the Company beginning July 1, 2017, however in August 2015, the FASB issued guidance regardingRevenue from Contracts with Customers, Deferral of the Effective Date. This guidance defersdeferred the required implementation date specified inRevenue from Contracts with Customers to December 2017. Public companies may electwere permitted to adopt the standard along the original timeline.

The guidance isbecame effective for the Company beginning July 1, 2018. The Company expects thatelected the modified retrospective transition method upon adoption of this guidance. The adoption of this guidance maydid not have a material impact on itsthe Company’s financial statements, and is currently evaluatingexcept for the impact of this guidance on its financial statements on adoption.additional footnote disclosures provided.

In January 2016, the FASB issued guidance regardingRecognition and Measurement of Financial Assets and Financial Liabilities. The guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance requires changes in the fair value of the Company’s equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income. In addition, the guidance clarifies the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. This guidance isbecame effective for the Company beginning July 1, 2018, and early adoption is not permitted, with certain exceptions.2018. The amendments are required to be applied by means of a cumulative-effect adjustment on the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impactadoption of this guidance did not have a material impact on the Company’s financial statements.

8


1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Recent accounting pronouncements adopted (continued)

     Equity securities are measured at fair value. 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. We perform a qualitative assessment on a quarterly basis and recognize an impairment loss if there are sufficient indicators that the fair value of the equity security is less than carrying value. There were no changes in the fair value of our equity securities recorded during the three and nine months ended March 31, 2019. Changes in fair value will be recorded in our condensed consolidated statement of operations in future periods within a caption titled "changes in fair value of equity securities".

     In June 2016, the FASB issued guidance regardingClassification of Certain Cash Receipts and Cash Payments. The guidance is intended to reduce diversity in practice and explains how certain cash receipts and payments are presented and classified in the statement of cash flows, including beneficial interests in securitization, which would impact the presentation of the deferred purchase price from sales of receivables. This guidance became effective for the Company beginning July 1, 2018, and must be applied retrospectively. 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 adoption of this guidance did not have a material impact on the Company’s financial statements disclosure.and the Company was not required to make any retrospective adjustments.

     In January 2017, the FASB issued guidance regardingClarifying the Definition of a Business. This guidance provides a more robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The guidance became effective for the Company beginning July 1, 2018. The adoption of this guidance did not have a material impact on the Company’s financial statements.

     In January 2017, the FASB issued guidance regardingSimplifying the Test for Goodwill Impairment. This guidance removes the requirement for an entity to calculate the implied fair value of goodwill (as part of step 2 of the current goodwill impairment test) in measuring a goodwill impairment loss. The guidance is effective for the Company beginning July 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has elected to early adopt this guidance beginning July 1, 2018. The adoption of this guidance did not have a material impact on the Company’s financial statements.

     In May 2017, the FASB issued guidance regardingCompensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The guidance amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Accounting Standards Codification 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The guidance became effective for the Company beginning July 1, 2018. The adoption of this guidance did not have a material impact on the Company’s financial statements.

     In June 2018, the FASB issued guidance regardingImprovements to Non-employee Share-Based Payment Accounting. The guidance simplifies the accounting for share-based payments granted to non-employees for goods and services and aligns the guidance for these share-based payments with guidance applicable to accounting for share-based payments granted to employees. The guidance is effective for the Company beginning July 1, 2019. Early adoption is permitted. The Company has elected to early adopt this guidance beginning July 1, 2018. The adoption of this guidance did not have a material impact on the Company’s financial statements.

Recent accounting pronouncements not yet adopted as of March 31, 2019

In February 2016, the FASB issued guidance regardingLeases. The guidance increases transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet. The amendments to current lease guidance include the recognition of assets and liabilities by lessees for those leases currently classified as operating leases. The guidance also requires disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This guidance is effective for the Company beginning July 1, 2019. Early adoption is permitted. The Company expects that this guidance may have a material impact on its financial statements and is currently evaluating the impact of this guidance on its financial statements on adoption.

9


1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Recent accounting pronouncements not yet adopted as of March 31, 2019 (continued)

In June 2016, the FASB issued guidance regardingMeasurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2020. Early adoption is permitted beginning July 1, 2019. The Company is currently assessing the impact of this guidance on its financial statements disclosure.and related disclosures.

In June 2016,August 2018, the FASB issued guidance regardingClassification of Certain Cash Receipts and Cash PaymentsDisclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement.. The guidance is intendedmodifies the disclosure requirements related to reduce diversity in practice and explains how certain cash receipts and payments are presented and classified in the statement of cash flows, including beneficial interests in securitization, which would impact the presentation of the deferred purchase price from sales of receivables.fair value measurement. This guidance is effective for the Company beginning July 1, 2018, and must be applied retrospectively. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements disclosure.

In January 2017, the FASB issued guidance regardingClarifying the Definition of a Business.This guidance provides a more robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The guidance is effective for the Company beginning July 1, 2018. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements disclosure.

In January 2017, the FASB issued guidance regardingSimplifying the Test for Goodwill Impairment.This guidance removes the requirement for an entity to calculate the implied fair value of goodwill (as part of step 2 of the current goodwill impairment test) in measuring a goodwill impairment loss. The guidance is effective for the Company beginning July 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact of this guidance.

8


1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Recent accounting pronouncements not yet adopted as of December 31, 2017 (continued)

In May 2017, the FASB issued guidance regardingCompensation—Stock Compensation (Topic 718): Scope of Modification Accounting.The guidance amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Accounting Standards Codification 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The guidance is effective for the Company beginning July 1, 2018. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements disclosure.

2. Acquisition and disposal of controlling interest in DNI

2018 acquisition

     The Company’s acquisition of a controlling interest in DNI-4PL Contracts Proprietary Limited ("DNI") is described in Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K/A for the year ended June 30, 2018. During the three and nine months ended March 31, 2019, the Company determined that certain customer relationships of $7.0 million should not have been separately identified and recorded as intangible assets because there were no separately identified cash flows related to these customer relationships. These customer relationships, net of deferred taxes of $2 million, should been recorded as a component of goodwill. During the three months ended March 31, 2019, the Company determined that DNI is a discontinued operation. The table below presents the DNI balances included on the Company’s consolidated balance sheet as of June 30, 2018, as well as the amended preliminary purchase price allocation ("PPA") of the DNI acquisition, translated at the foreign exchange rates applicable on the date of acquisition:

  DNI – discontinued operation 
  as of June 30, 2018 
  Initial       Amended 
  DNI PPA   Amendment   DNI PPA 
Current assets of discontinued operation:$22,482  $-  $22,482 
     Cash and cash equivalents 2,979   -   2,979 
     Accounts receivable (Note 4) 16,235   -   16,235 
     Finance loans receivable (Note 4) 742   -   742 
     Inventory (Note 5) 2,526   -   2,526 
Long-term assets of discontinued operation: 241,729   (1,951)  239,778 
     Property, plant and equipment 1,317   -   1,317 
     Equity-accounted investment (Note 8) 339   -   339 
     Goodwill (Note 9) 114,161   5,017   119,178 
     Intangible assets (Note 9) 104,003   (6,968)  97,035 
     Deferred tax assets 561   -   561 
     Other long-term assets (Note 8) 21,348   -   21,348 
Current liabilities of discontinued operation: (20,914)  -   (20,914)
     Accounts payables (13,949)  -   (13,949)
     Other payables (6,349)  -   (6,349)
     Current portion of long-term borrowings (Note 11) (616)  -   (616)
Long-term liabilities of discontinued operation: (37,412)  1,951   (35,461)
     Other long-term liabilities (8,291)  -   (8,291)
     Deferred tax liabilities (29,121)  1,951   (27,170)
     Fair value of assets and liabilities on acquisition$205,885  $-  $205,885 

10


2. Acquisition and disposal of controlling interest in DNI (continued)

2018 acquisition (continued)

     The Company recorded intangible asset amortization, deferred taxes and non-controlling interest entries related to these customer relationships that should have been included in goodwill during the six months ended December 31, 2018. The Company has reversed these entries during the three and nine months ended March 31, 2019. The table below presents the impact of reversal of these entries on the Company’s unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2019 and the caption in which the impact is included:

  Three and 
  nine months 
  ended 
  March 31, 
  2019 
Reversal of intangible asset amortization - decrease depreciation and amortization$506 
Deferred tax impact related to reversal of intangible asset amortization - decrease income tax benefit 142 
Increase in non-controlling interest$164 

2019 disposal of a controlling interest in DNI

Transaction to sell 17% during the three and nine months ended March 31, 2019

     On February 28, 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited ("Net1 SA"), entered into a transaction with JAA Holdings Proprietary Limited, a limited liability private company duly incorporated in the Republic of South Africa, and PK Gain Investment Holdings Proprietary Limited, a limited liability private company duly incorporated in the Republic of South Africa, in terms of which Net1 SA reduced its shareholding in DNI from 55% to 38%. The transaction closed on March 31, 2019. The parties used a cashless settlement process on closing, refer to Note 16. Net1 SA used the proceeds from the sale of the DNI shares to settle its ZAR 400 million ($27.6 million, translated at exchange rates applicable as of March 31, 2019) obligation to DNI to subscribe for an additional share as part of the contingent consideration settlement process.

     As of March 31, 2019, the Company owned 38% of the voting and economic rights of DNI. The Company accounted for its 38% investment in DNI using the equity method, refer to Note 8. The Company no longer controls DNI and deconsolidated its investment in DNI effective March 31, 2019. In April 2019, the Company’s management approved and commenced a process to sell its retained interest in DNI, which includes the transactions described above.

Transaction to sell 8% in May 2019 (subsequent to March 31, 2019)

     On May 3, 2019, Net1 SA entered into a transaction with FirstRand Bank Limited, acting through its Rand Merchant Bank division ("RMB"), in terms of which Net1 SA further reduced its shareholding in DNI from 38% to 30% through the sale of 7,605,235 ordinary "A" shares in DNI for a transaction consideration of ZAR 215.0 million ($14.8 million, translated at exchange rates applicable as of March 31, 2019) (the "RMB Disposal"). The parties used a cashless settlement process on closing. The transaction closed on May 3, 2019, and the Company used the proceeds from the sale of these DNI shares and ZAR 15.0 million of its existing cash reserves to settle its outstanding long-term borrowings of ZAR 230.0 million in full, refer to Note 11.

     On May 3, 2019, Net1 SA entered into an agreement pursuant to which it granted a call option to DNI to acquire Net1 SA’s remaining 30% interest in DNI. The option expires on December 31, 2019, but may be exercised at any time prior to expiration. The option strike price is calculated as ZAR 2.827 billion ($195.2 million, translated at exchange rates applicable as of March 31, 2019) less any special distribution made by DNI multiplied by Net1 SA’s retained interest (i.e. assuming no special distribution, the strike price for the 30% retained interest is ZAR 859.3 million, or $59.3 million, translated at exchange rates applicable as of March 31, 2019). The call option may be split into smaller denominations, but Net1 SA cannot be left with less than 20% unless the whole remaining interest is disposed of. DNI may nominate another party to exercise the call option in the place of DNI, provided that the nominated party acquires call options representing at least 2.5% of DNI’s voting and participation interests.

11


2. Acquisition and disposal of controlling interest in DNI (continued)

2019 disposal of a controlling interest in DNI (continued)

     The table below presents the impact of the deconsolidation of DNI and the calculation of the net loss recognized on deconsolidation:

        Equity method    
        investment as of    
        March 31, 2019    
        (Refer also Note 8)   
        8%       
        retained       
        interest     Attributed 
        sold in  30%  to non- 
     17%  May  retained  controlling 
  Total  sold  2019  interest  interest 
Fair value of consideration received$27,626 $27,626 $- $- $- 
Fair value of retained interest of 30% in DNI(1) 74,195  -  14,849  59,346  - 
Carrying value of non-controlling interest 88,934  -  -  -  88,934 
 Subtotal 190,755  27,626  14,849  59,346  88,934 
 Less: carrying value of DNI, comprising 195,895  34,311  14,540  58,110  88,934 
     Cash and cash equivalents 2,114  354  158  633  969 
     Accounts receivable, net 24,577  4,116  1,841  7,358  11,262 
     Finance loans receivable, net 1,030  173  77  308  472 
     Inventory 893  149  66  268  410 
     Property, plant and equipment, net 1,265  212  95  379  579 
     Equity-accounted investments (Note 8) 242  41  19  72  110 
     Goodwill (Note 9) 113,003  18,924  8,466  33,834  51,779 
     Intangible assets, net 80,769  13,526  6,051  24,183  37,009 
     Deferred income taxes 28  5  2  8  13 
     Other long-term assets 26,553  4,447  1,989  7,950  12,167 
     Accounts payable (5,186) (868) (389) (1,553) (2,376)
     Other payables(2) (16,484) (2,760) (1,235) (4,936) (7,553)
     Income taxes payable (2,482) (416) (186) (743) (1,137)
     Deferred income taxes (22,083) (3,698) (1,654) (6,612) (10,119)
     Long-term debt (Note 11) (10,150) (1,700) (760) (3,039) (4,651)
     Released from accumulated other comprehensive income – foreign currency translation reserve (Note 13) 1,806  1,806  -  -  - 
        Loss recognized on disposal, before tax, comprising (5,140) (6,685) 309  1,236  - 
             Related to sale of 17% of DNI (6,685) (6,685) -  -    
             Related to fair value adjustment of retained interest in 38% of DNI 1,545  -  309  1,236   
             Taxes related to gain recognized on disposal(3) -  505  (3,836) 3,331    
                   Loss recognized on disposal, after tax$(5,140)$(7,190)$4,145 $(2,095)   

(1) The fair value of the retained interest in 38% of DNI of $74.2 million ($14.9 million plus $59.3 million has been calculated using the implied fair value of DNI pursuant to the RMB Disposal and has been calculated as ZAR 215.0 million divided by 7. 605235% multiplied by 38%, translated to dollars at the March 31, 2019, rate of exchange. The fair value of the retained interest in DNI is included in equity-accounted investment on the unaudited condensed consolidated balance sheet as of March 31, 2019.
(2) Other payables include a short-term loan of ZAR 60.5 million ($4.2 million, translated at exchange rates applicable as of March 31, 2019) due to the Company and included in accounts receivable, net on the Company’s unaudited condensed consolidated balance sheet as of March 31, 2019. The loan is repayable in full on or before June 30, 2019. Interest on the loan is charged at the South African prime rate.
(3) Amounts presented are net of a valuation allowance provided. The disposal of DNI results in a capital loss for tax purposes of approximately $1.5 million and the Company has provided a valuation allowance of $1.5 million against this capital loss because it does not have any capital gains to offset against this amount. On an individual basis, the transaction to dispose of 17% of DNI resulted in a capital gain of $0.5 million and the re-measurement of the retained 38% interest has resulted in a capital loss of $2.0 million ($5.3 million (8% transaction) less $3.3 million (30% transaction)). The valuation allowance of $1.5 million has been provided against the $5.3 million, for a net amount presented in the table above of $3.8 million ($5.3 million less $1.5 million).

12


2. Acquisition and disposal of controlling interest in DNI (continued)

Discontinued operation

     The Company has determined that the disposal of its controlling interest in DNI represents a discontinued operation because it represents a strategic shift that will have a major effect on the Company’s operations and financial results as a result of the sale of a significant portion of its investment in DNI. The facts and circumstances leading to the disposal of a controlling interest are described above. The loss related to the disposal of a controlling interest in DNI is presented above. DNI was allocated to the Company’s financial inclusion and applied technologies operating segment and the amortization of intangible assets identified and recognized related to the DNI acquisition were allocate to corporate/eliminations. The impact of the disposal of a controlling interest on the Company’s operating segments is presented in Note 18.

     The Company retains a continuing involvement in DNI through its 38% interest in DNI (refer above and to Note 8). The Company expects to retain an interest in DNI for less than 12 months. As disclosed above, the Company sold an 8% interest in DNI in May 2019, and has entered into an agreement under which it has provided a call option to DNI to repurchase the remaining 30% interest in DNI. The Company did not record any earnings under the equity method related to its retained 38% investment in DNI during the three and nine months ended March 31, 2019. The Company has not presented revenues and expenses between the Company and DNI, and cash inflows or outflows from or to DNI after the disposal transaction because the Company closed the transaction to sell a controlling interest in DNI on March 31, 2019.

     The table below presents the impact of the deconsolidation of DNI on certain major captions to the Company’s unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows for three and nine months ended March 31, 2019 and 2018, that have not been separately presented on those statements:

  DNI 
  Three months ended  Nine months ended 
  March 31,  March 31, 
  2019  2018  2019  2018 
Unaudited condensed consolidated statement of operations Discontinued:        
     Revenue$17,842 $- $56,337 $- 
     Cost of goods sold, IT processing, servicing and support 7,502  -  27,667  - 
     Selling, general and administration 1,935  -  4,295  - 
     Depreciation and amortization 2,427  -  8,026  - 
     Impairment loss 5,305  -  5,305  - 
     Operating income 673  -  11,044  - 
     Interest income 208  -  707  - 
     Interest expense 396  -  812  - 
     Net income before tax (4,655) -  5,799  - 
     Income tax expense 146  -  3,124  - 
     Net income before earnings from equity-accounted investments (4,801) -  2,675  - 
     Earnings from equity-accounted investments(1)(2)$73 $3,291 $15 $5,202 
Unaudited condensed consolidated statement of cash flows Discontinued:        
     Total net cash (used in) provided by operating activities(3) $(393)$- $6,635 $1,765 
     Total net cash (used in) provided by investing activities $(319)$-  $(516)$- 

     (1) Earnings from equity-accounted investments for the three and nine months ended March 31, 2019, represents earnings attributed to equity-accounted investment owned by DNI and included in the Company’s results as a result of the consolidation of DNI.
     (2) Earnings from equity-accounted investments for the three and nine months ended March 31, 2018, represents DNI earnings (net of amortization of acquired intangibles and related deferred tax) attributed to the Company as a result of the Company using the equity method to account for its investment in DNI during the period. 
     (3) Total net cash (used in) provided by operating activities for the three and nine months ended March 31, 2018, represent dividends received from DNI during these periods.

3. Pre-funded social welfare grants receivable

Pre-funded social welfare grants receivable represents primarily amounts pre-funded by the Company to certain merchants participating in the merchant acquiring system. The JanuaryCompany’s contract with the South African Social Security Agency expired on September 30, 2018, payment service commenced on January 2, 2018, butand therefore the Company pre-funded certain merchants participating in the merchant acquiring systems on December 30, 2017.no longer pre-funds social welfare grants. The July 20172018 payment service commenced on July 1, 2017,2018 but the Company pre-funded certain merchants participating in the merchant acquiring systems on the last day of June 2017.2018.

3.13


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 March 31, 2019, and June 30, 2018, is presented in the table below:

   March 31,     June 30,  
   2019     2018  
Accounts receivable, trade, net $25,098    $40,268  
 Accounts receivable, trade, gross  26,155     41,369  
 Allowance for doubtful accounts receivable, end of period  1,057     1,101  
         Beginning of year  1,101     1,255  
         Reversed to statement of operations  (2)    -  
         Charged to statement of operations  3,053     (47) 
         Utilized  (3,020)    642  
         Deconsolidated as a result of transaction in Note 2  (38)    (776) 
         Foreign currency adjustment  (37)    27  
Current portion of payments to agents in South Korea amortized over the contract period  17,366     21,971  
         Payments to agents in South Korea amortized over the contract period.  29,080     39,553  
         Less: Payments to agents in South Korea amortized over the contract period included in other long-term assets (Note 8)  11,714     17,582  
Loan provided to Finbond  1,036     1,107  
Loan provided to DNI (Note 2)  4,180     -  
Other receivables  32,470     30,102  
         Total accounts receivable, net $80,150    $93,448  

Finance loans receivable, net

The Company’s finance loans receivable, net, as of March 31, 2019, and June 30, 2018, is presented in the table below:

   March 31,     June 30,  
   2019     2018  
Microlending finance loans receivable, net $19,735    $57,504  
 Microlending finance loans receivable, gross  22,964     61,743  
 Allowance for doubtful microlending finance loans receivable, end of period  3,229     4,239  
         Beginning of year  4,239     3,717  
         Charged to statement of operations  27,955     4,348  
         Utilized  (28,756)    (3,588) 
         Foreign currency adjustment  (209)    (238) 
 Working capital finance receivable, net  5,482     3,959  
 Working capital finance receivable, gross  18,274     16,123  
 Allowance for doubtful working capital finance receivable, end of period  12,792     12,164  
         Beginning of year  12,164     3,752  
         Charged to statement of operations  632     8,415  
         Foreign currency adjustment  (4)    (3) 
                     Total finance loans receivable, net $25,217    $61,463  

     (1) Other finance loans receivable have been deconsolidated as of March 31, 2019, pursuant to the DNI disposition described in Note 2.

     During the three and nine months ended March 31, 2019, the Company recorded an increase in its allowance for doubtful microlending finance loans receivable of approximately $0.1 million and $27.9 million, respectively. This high level of allowance related to the non-funding of accounts for a portion of the EPE customer base as a result of the auto-migration of the customer base to the South Africa Post Office account offering during the three months ended December 31, 2018. During the three and nine months ended March 31, 2019, the Company utilized $24.2 million and $28.8 million, respectively, against the allowance for doubtful microlending finance loans receivable.

14


5. Inventory

The Company’s inventory comprised the following category as of DecemberMarch 31, 20172019, and June 30, 2017.2018.

  December 31,  June 30, 
  2017  2017 
Finished goods$12,482 $8,020 
 $12,482 $8,020 
  March 31,  June 30, 
  2019  2018 
Finished goods$7,861 $10,361 
 $7,861 $10,361 

4.6. Settlement assets and settlement obligations

Settlement assets comprise (1) cash received from the South African government that the Company holds pending disbursement to recipient cardholders of social welfare grants (2) cash received from credit card companies (as well as other types of payment services) which have business relationships with merchants selling goods and (2)services via the internet that are the Company’s customers and on whose behalf it processes the transactions between various parties, and (3) cash received from customers on whose behalf the Company processes payroll payments that the Company will disburse to customer employees, payroll-related payees and other payees designated by the customer.

Settlement obligations comprise (1) amounts that the Company is obligated to disburse to recipient cardholders of social welfare grants, (2) amounts that the Company is obligated to disburse to merchants selling goods and (2)services via the internet that are the Company’s customers and on whose behalf it processes the transactions between various parties and settles the funds from the credit card companies to the Company’s merchant customers, and (3) amounts that the Company is obligated to pay to customer employees, payroll-related payees and other payees designated by the customer.

The balances at each reporting date may vary widely depending on the timing of the receipts and payments of these assets and obligations.

5.7. 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 seeks to reducemanages its exposure to currencies other than the South African rand through a policy of matching, to the extent possible, assets and liabilities denominated in those currencies. In addition, the Company utilized financial instruments in order to economically hedge its exposure tocurrency exchange, rate and interest rate fluctuations arising from its operations. The Company is also exposed to translation, interest rate, customer concentration, credit and equity price and liquidity risks.risks as discussed below.

Currency exchange risk

The Company is subject to currency exchange risk because it purchases inventories that it is required to settle in other currencies, primarily the euro 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.

9


5. Fair value of financial instruments (continued)

Fair value of financial instruments (continued)

Risk management (continued)

Translation risk

Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns most of its revenues and incurs most of its expenses in ZAR. The U.S. dollar to 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 and lending activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. The Company generally maintains limited investments in cash equivalents and held to maturity investments and has occasionally invested in marketable securities.

Working capital finance customer concentration risk15


7. Fair value of financial instruments (continued)

Working capital finance customer concentration risk relates to the risk of loss that the Company would incur as a result of its concentration of working capital financing receivables. During the year ended June 30, 2017, the Company commenced marketing activities to develop and expand its working capital financing receivables base. The Company manages the risk through on-going marketing efforts to further expand its customer base as well as through regular contact with its customer to assess their need for the Company’s product.Risk management (continued)

Credit risk (continued)

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 with regard to 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, South Korean and European financial institutions that have a credit rating of “BB+”"B" (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings.

Microlending credit risk

The Company is exposed to credit risk in its microlending activities, which providesprovide unsecured short-term loans to qualifying customers. The Company manages this risk by performing an affordability test for each prospective customer and assignsassigning a “creditworthiness score”"creditworthiness score", which takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

Equity price and liquidity risk

Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds and the risk that it may not be able to liquidate these securities. 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.

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 these securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange traded price, or at all.

Financial instruments

The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value.

10


5. Fair value of financial instruments (continued)

Financial instruments (continued)

In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments.

Asset measured at fair value using significant unobservable inputs – investment in Cell C

The Company'sCompany’s Level 3 asset represents an investment of 75,000,000 class “A”"A" shares in Cell C, (Pty) Limited (“Cell C”), a leading mobile telecoms provider in South Africa (refer to Note 6). The Company has designated such shares as available for sale investments. Cell C shares are not listed and there is no readily determinable market value for the shares.Africa. The Company has developed an adjusted EV/EBITDA multiple valuation model in order to determine the fair value of its investment in the Cell C shares. The primary inputs to the valuation model areas of March 31, 2019, were Cell C’s adjusted EBITDA for the year ended December 31, 2018, of ZAR 3.5 billion ($242.6 million, translated at exchange rates applicable as of March 31, 2019), an EBITDA multiple andof 6.40; Cell C’s net adjusted external debt.debt of ZAR 9.4 billion ($648.9 million, translated at exchange rates applicable as of March 31, 2019); and a marketability discount of 10% as Cell C is not currently listed, but has publicly stated its intention to list. The primary inputs to the valuation model as of June 30, 2018, were Cell C’s annualized adjusted EBITDA for the 11 months ended June 30, 2018, of ZAR 3.9 billion ($284.8 million, translated at exchange rates applicable as of June 30, 2018), an EBITDA multiple of 6.75, Cell C’s net external debt of ZAR 8.8 billion ($641.1 million, translated at exchange rates applicable as of June 30, 2018) and a marketability discount of 10%. The EBITDA multiple was determined based on an analysis of Cell C’s peer group, which comprises eight African and emerging market mobile telecommunications operators.

     The fair value of Cell C utilizing the primary mobile operators (Vodacom, MTNadjusted EV/EBITDA valuation model developed by the Company is sensitive to the following inputs: (i) the Company’s determination of adjusted EBITDA; (ii) the EBITDA multiple used; and Telkom)(iii) the marketability discount used. Utilization of different inputs, or changes to these inputs, may result in significantly higher or lower fair value measurement.

16


Fair value of financial instruments (continued)

Financial instruments (continued)

Asset measured at fair value using significant unobservable inputs – investment in Cell C (continued)

     The following table presents the impact of a 0.50 increase and 0.50 decrease to the EBITDA multiple used in the South African marketplace.Cell C valuation on the March 31, 2019, carrying value of the Company’s Cell C investment (all amounts translated at exchange rates applicable as of March 31, 2019):

  Sensitivity for 
  fair value of 
  Cell C investment 
EBITDA multiple of 5.90 times$105,601 
EBITDA multiple of 6.40 times 121,941 
EBITDA multiple of 6.90 times$138,347 

The fair value of the Cell C shares as of DecemberMarch 31, 2017,2019, represented approximately 12%15% of the Company’s total assets, including these shares. The Company expects to hold these shares for an extended period of time and it is not concerned with short-term equity price volatility with respect to these shares provided that the underlying business, economic and management characteristics of the company remain sound.

Liability measured at fair value using significant unobservable inputs – DNI contingent consideration

     The salient terms of the Company’s investment in DNI is described in Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K/A for the year ended June 30, 2018. Under the terms of its subscription agreements with DNI, the Company agreed to pay to DNI an additional amount of up to ZAR 400.0 million ($27.6 million, translated at exchange rates applicable as of March 31, 2019), in cash, subject to the achievement of certain performance targets by DNI. The Company expected to pay the additional amount during the first quarter of the year ended June 30, 2020, and recorded an amount of ZAR 373.6 million ($27.2 million), in long-term liabilities as of June 30, 2018, which amount represented the present value of the ZAR 400.0 million to be paid (amounts translated at the exchange rate applicable as of June 30, 2018, respectively).

     As described in Note 2 and Note 16, the Company settled the ZAR 400 million due to DNI as of March 31, 2019. The Company recorded accreted interest during three and nine months ended March 31, 2019, of $1.0 million and $1.8 million (ZAR 14.4 million and ZAR 26.4 million, translated at the applicable average exchange rates during the periods specified), respectively.

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 “BB+“"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’s outstanding foreign exchange contracts are as follows as of March 31, 2019:

Fair market
Notional amountStrike pricevalue priceMaturity
USD 420,000ZAR 15.5704ZAR 14.5150April 26, 2019

The Company had no outstanding foreign exchange contracts as of December 31, 2017 and June 30, 2017, respectively.2018.

17


Fair value of financial instruments (continued)

Financial instruments (continued)

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of DecemberMarch 31, 2017,2019, according to the fair value hierarchy:

 Quoted          
 price in          
 active  Significant        Quoted price in  Significant       
 markets for  other  Significant     active markets  other  Significant    
 identical  observable  unobservable     for identical  observable  unobservable    
 assets  inputs  inputs     assets  inputs  inputs    
 (Level 1) (Level 2) (Level 3) Total  (Level 1) (Level 2) (Level 3) Total 
Assets                        
Investment in Cell C$- $- $161,695 $161,695 $- $- $121,941 $121,941 
Related to insurance business:                        
Cash and cash equivalents (included in other long-term assets) 664  -  - $664 
Cash, cash equivalents and restricted cash (included in other long-term assets) 596  -  -  596 
Fixed maturity investments (included in cash and cash equivalents) 7,458  -  -  7,458  4,620  -  -  4,620 
Other -  40  -  40  -  420  -  420 
Total assets at fair value$8,122 $40 $161,695 $169,857 $5,216 $420 $121,941 $127,577 
Liabilities            
Foreign exchange contracts -  31  -  31 
Total liabilities at fair value$- $31 $- $31 

11


5. Fair value of financial instruments (continued)

Financial instruments (continued)

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2017,2018, according to the fair value hierarchy:

 Quoted          
 Price in          
 Active  Significant        Quoted price in  Significant       
 Markets for  Other  Significant     active markets  other  Significant    
 Identical  Observable  Unobservable     for identical  observable  unobservable    
 Assets  Inputs  Inputs     assets  inputs  inputs    
 (Level 1) (Level 2) (Level 3) Total  (Level 1) (Level 2) (Level 3) Total 
Assets                        
Investment in Cell C$- $- $172,948 $172,948 
Related to insurance business:                        
Cash and cash equivalents (included in other long-term assets)$627 $- $- $627  610  -  -  610 
Fixed maturity investments (included in cash and cash equivalents) 5,160  -  -  5,160  8,304  -  -  8,304 
Other -  37  -  37  -  18  -  18 
Total assets at fair value$5,787 $37 $- $5,824 $8,914 $18 $172,948 $181,880 
Liabilities            
DNI contingent consideration$- $- $27,222 $27,222 
Total liabilities at fair value$- $- $27,222 $27,222 

There have been no transfers in or out of Level 3 during the three and sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, respectively.

18


Fair value of financial instruments (continued)

Financial instruments (continued)

     Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2019:

  Carrying value 
Assets   
Balance as at June 30, 2018$172,948 
         Loss on fair value re-measurements (42,099)
         Foreign currency adjustment(1) (8,908)
                Balance as of March 31, 2019$121,941 
Liabilities   
Balance as at June 30, 2018$27,222 
         Accretion of interest 1,848 
         Settlement of contingent consideration (Note 2 and Note 16) (27,626)
         Foreign currency adjustment(1) (1,444)
                Balance as of March 31, 2019$- 

     (1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand and 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 nine months ended March 31, 2018:

  Carrying value 
Assets   
 Acquisition of investment in Cell C$151,003 
         Gain on fair value re-measurements 37,843 
         Foreign currency adjustment(1) 18,124 
                  Balance as of March 31, 2018$206,970 

      (1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand and the U.S. dollar on the carrying value.

Assets and liabilities measured at fair value on a nonrecurring basis

The Company measures its assets at     We measure equity investments without readily determinable fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. The Company has no liabilities that are measured at fair valuevalues on a nonrecurring basis. The Company reviews the carrying values of its assets when events and circumstances warrant and considers all available evidence in evaluating when declines in fair value are other-than-temporary. The fair values of the Company’s assetsthese 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 assets exceeds its fair value and the excess is determined to be other-than-temporary. The Company has not recorded any impairment charges during the reporting periods presented herein.

6.8. Equity-accounted investments and other long-term assets

     Refer to Note 9 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K/A for the year ended June 30, 2018, for additional information regarding its equity-accounted investments and other long-term assets.

Equity-accounted investments

The Company’s ownership percentage in its equity-accounted investments as of DecemberMarch 31, 20172019 and June 30, 2017,2018, was as follows:

  December 31,  June 30, 
  2017  2017 
DNI-4PL (Pty) Ltd (“DNI”) 45%  - 
Bank Frick & Co AG (“Bank Frick”) 30%  - 
Finbond Group Limited (“Finbond”) 27%  26% 
KZ One Limited (formerly One Credit Limited) (“KZ One”) 25%  25% 
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) 50%  50% 
Walletdoc Proprietary Limited (“Walletdoc”) 20%  20% 
 March 31,June 30,
 20192018
Bank Frick & Co AG ("Bank Frick")35%35%
DNI38%-
Finbond Group Limited ("Finbond")29%29%
OneFi Limited (formerly KZ One) ("OneFi")25%25%
SmartSwitch Namibia (Pty) Ltd ("SmartSwitch Namibia")50%50%
V2 Limited ("V2")50%-
Walletdoc Proprietary Limited ("Walletdoc")20%20%

On July 27, 2017, the Company subscribed for 44,999,999 ordinary A shares in DNI, representing a 45% voting and economic interest in DNI, for a subscription price of ZAR 945.0 million ($72.0 million) in cash. Under the terms of the Company’s agreements with DNI, the Company is required to pay to DNI an additional amount of up to ZAR 360 million ($29.1 million, translated at the foreign exchange rates applicable as of December 31, 2017), in cash, subject to the achievement of certain performance targets by DNI. The Company has not accrued for this contingent consideration as of December 31, 2017. Net1 SA has pledged, among other things, its entire equity interest in DNI as security for the South African facilities described in Note 10 used to partially fund the acquisition of Cell C.

1219


6.8. Equity-accounted investments and other long-term assets (continued)

Equity-accounted investments (continued)

On October 2, 2017, theDNI

     The Company acquired a 30% interestconsolidated DNI up until March 31, 2019, as disclosed in Bank Frick, a fully licensed bank based in Balzers, Liechtenstein, from the Kuno Frick Family Foundation (“Frick Foundation”) for approximately CHF 39.8 million ($40.9 million) in cash. On January 26, 2018, the parties entered into an addendum to the Bank Frick shareholders agreement pursuant to which the Company agreed to purchase an additional 5% in Bank Frick from the Frick Foundation for CHF 10.4 million ($10.7 million) and the Frick Foundation agreed to contribute approximately CHF 3.8 million ($3.9 million) to Bank Frick to facilitate the development of Bank Frick’s Fintech and blockchain businesses.Note 2. The Company has an option, exercisable until October 2, 2019, to acquire an additional 35%retained a 38% interest in Bank Frick.

Bank Frick provides a complete suite of banking services, with one ofDNI and uses the equity method to account for its key strategic pillars being the provision of payment services and funding of financial technology opportunities. Bank Frick holds acquiring licenses from both Visa and MasterCard and operates a branchinterest in London. The Company and Bank Frick have jointly identified several funding opportunities, including for the Company’s card issuing and acquiring and transaction processing activities as well new opportunities in cryptocurrency and blockchain. The investment in Bank FrickDNI because it has the potentialability to provideexert significant influence over the Company with a stable, long-termoperations of DNI through its shareholding and strategic relationship with a fully-licensed bank.board representation.

Finbond

As of DecemberMarch 31, 2017,2019, the Company owned 205,483,967267,672,032 shares in Finbond. Finbond is listed on the Johannesburg Stock Exchange and its closing price on December 29, 2017,March 31, 2019, the last trading day of the quarter, was R3.39R4.69 per share. The aggregatemarket value of the Company’s holding in Finbond on DecemberMarch 31, 20172019, was R696.6 millionZAR 1.3 billion ($56.386.7 million translated at exchange rates applicable as of DecemberMarch 31, 2017)2019). On July 13, 2017, the Company acquired an additional 3.6 million shares in Finbond for approximately ZAR 11.2 million ($0.8 million). On July 17, 2017,11, 2018, the Company, pursuant to its election, received an additional 4,361,5326,602,551 shares in Finbond as a capitalization share issue in lieu of a dividend.

V2 Limited

On October 7, 2016,4, 2018, the Company providedacquired a loan of ZAR 139.2 million ($10.0 million, translated at the foreign exchange rates applicable on the date of the loan) to Finbond50% voting and economic interest in order to partially finance Finbond’s expansion strategy in the United States. The loan is included in accounts receivable, net, on the Company’s unaudited condensed consolidated balance sheet as of December 31, 2017 and June 30, 2017. Interest on the loan is payable quarterly in arrears and is based on the London Interbank Offered Rate (“LIBOR”V2 Limited ("V2") in effect from time to time plus a margin of 12.00%. The LIBOR rate was 1.4874% on December 31, 2017. The loan was initially set to mature at the earlier of Finbond concluding a rights offer or February 28, 2017, but the agreement was subsequently amended to extend the repayment date to on or before February 28, 2018, or such later date as may be mutually agreed by the parties in writing.for $2.5 million. The Company has the rightcommitted to elect for the loan to be repaid in either Finbond ordinary shares, including throughprovide V2 with a rights offering, (in accordance with an agreed mechanism) or in cash. The Company must makefurther equity contribution of $2.5 million and a repayment election within 180 days after the repayment date otherwise the repayment election will automatically default to repayment in ordinary shares. Finbond has undertaken to perform all necessary steps reasonably required to effect the issuance of shares to settle the repayment of the loan if that option is elected by the Company.

The Company has provided a creditworking capital facility of up$5.0 million, which are both subject to $10 million in the formachievement of convertible debt to KZ One, of which $2 million had been drawn as of December 31, 2017 and June 30, 2017.certain pre-defined objectives.

Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the sixnine months ended DecemberMarch 31, 2017:2019:

  DNI  Bank Frick  Finbond  Other(1) Total 
Investment in equity:               
      Balance as of June 30, 2017$- $- $18,961 $6,742 $25,703 
             Acquisition of shares 72,001  40,892  1,941  -  114,834 
             Stock-based compensation -  -  (207) -  (207)
             Comprehensive income (loss): 1,911  322  874  95  3,202 
                     Other comprehensive loss -  -  (227) -  (227)
                     Equity accounted earnings (loss) 1,911  322  1,101  95  3,429 
                             Share of net income (loss) 3,240  487  1,931  95  5,753 
                             Amortization of acquired intangible assets (1,845) (219) -  -  (2,064)
                             Deferred taxes on acquired intangible assets 516  54  -  -  570 
                             Dilution resulting from corporate transactions -  -  (830) -  (830)
             Dividends received (1,765) -  (1,096) (400) (3,261)
             Foreign currency adjustment(2) 4,369  (169) 1,134  (381) 4,953 
     Balance as of December 31, 2017$76,516 $41,045 $21,607 $6,056 $145,224 

13


6. Equity-accounted investments and other long-term assets (continued)

Equity-accounted investments (continued)

                                                                                                                                            DNI  Bank Frick  Finbond  Other(1)  Total 
Investment in loans:               
     Balance as of June 30, 2017$- $- $- $2,159 $2,159 
             Foreign currency adjustment(2) -  -  -  9  9 
     Balance as of December 31, 2017$- $- $- $2,168 $2,168 
                
        Equity  Loans  Total 
Carrying amount as of:               
             June 30, 2017      $25,703 $2,159 $27,862 
             December 31, 2017      $145,224 $2,168 $147,392 
     Bank          
  DNI  Frick  Finbond   Other(1)   Total 
Investment in equity:               
     Balance as of June 30, 2018$- $48,129 $30,958 $6,092 $85,179 
             Re-measurement of 8% of DNI (Note 2) 14,849  -  -  -  14,849 
             Re-measurement of 30% of DNI (Note 2) 59,346  -  -  -  59,346 
             Acquisition of shares -  -  1,920  2,989  4,909 
             Stock-based compensation -  -  77  -  77 
             Comprehensive income (loss): -  (1,895) 7,305  (318) 5,092 
                     Other comprehensive income -  -  5,430  -  5,430 
                     Equity accounted earnings (loss) -  (1,895) 1,875  (318) (338)
                             Share of net income -  616  1,852  (318) 2,150 
                             Amortization of acquired intangible assets -  (562) -  -  (562)
                             Deferred taxes on acquired intangible assets -  135  -  -  135 
                             Dilution resulting from corporate transactions -  -  23  -  23 
                             Other -  (2,084) -  -  (2,084)
             Dividends received -  -  (1,920) (454) (2,374)
             Return on investment -  -  -  (284) (284)
             Deconsolidation of DNI (Note 2) -  -  -  (242) (242)
             Foreign currency adjustment(2) -  (228) (1,921) (50) (2,199)
     Balance as of March 31, 2019$74,195 $46,006 $36,419 $7,733 $164,353 
Investment in loans:               
     Balance as of June 30, 2018$- $- $- $3,152 $3,152 
             Foreign currency adjustment(2) -  -  -  (8) (8)
     Balance as of March 31, 2019$- $- $- $3,144 $3,144 
        Equity  Loans  Total 
Carrying amount as of:               
             June 30, 2018      $85,179 $3,152    
                     Continuing      $84,840 $3,152 $87,992 
                     Discontinued (Note 2)      $339 $- $339 
             March 31, 2019      $164,353 $3,144 $167,497 

(1) Includes KZ One,primarily OneFi, SmartSwitch Namibia, V2 and Walletdoc;
(2) The foreign currency adjustment represents the effects of the fluctuations of the South African rand, Swiss franc, Nigerian naira and the Namibian dollar, and the U.S. dollar on the carrying value.

20


8. 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 DecemberMarch 31, 2017,2019, and June 30, 2017:2018:

 December 31,  June 30,  March 31, June 30, 
 2017  2017  2019  2018 
           
Investment in 15% of Cell C (Pty) Limited (“Cell C”), at fair value(1)$161,695 $- 
Investment in 12% of One MobiKwik Systems Private Limited (“MobiKwik”), at cost 27,598  26,317 
Total equity investments 189,293  26,317 $148,934  $199,865 
Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes due in 2022 9,182  - 
Investment in 15% of Cell C, at fair value (Note 7) 121,941   172,948 
Investment in 13% of MobiKwik(1) 26,993   26,917 
Total held to maturity investments 9,182  -  6,992   10,395 
Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes 6,992   10,395 
Long-term portion of payments to agents in South Korea amortized over the contract period 20,512  17,290  11,714 17,582 
Policy holder assets under investment contracts (Note 8) 664  627 
Reinsurance assets under insurance contracts Note 8) 212  191 
Policy holder assets under investment contracts (Note 10) 596 610 
Reinsurance assets under insurance contracts (Note 10) 644 633 
Other long-term assets 5,600  5,271  6,023  5,947 
Total other long-term assets$225,463 $49,696 $174,903 $235,032 

(1) The notesCompany has determined that MobiKwik does not have readily determinable fair value and has therefore elected to record this investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the unaudited condensed consolidated financial statementsidentical or a similar investment of the same issuer. The Company accounted for its investment in MobiKwik at cost as of June 30, 2018.

     During the nine months ended March 31, 2019, the Company paid $1.1 million to subscribe for additional shares in MobiKwik. As of March 31, 2019, the Company owned approximately 13% of MobiKwik’s issued share capital.

     Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of March 31, 2019:

     Unrealized  Unrealized    
     holding  holding  Carrying 
  Cost basis  gains  losses  value 
Equity securities:            
     Investment in MobiKwik$26,993 $- $- $26,993 
Held to maturity:            
     Investment in Cedar Cellular notes 6,992  -  -  6,992 
             Total$33,985 $- $- $33,985 

     Summarized below are the components of the Company’s held to maturity investments as of June 30, 2018:

     Unrealized  Unrealized    
  Cost  holding  holding  Carrying 
  basis(1) gains(1) losses  value 
Held to maturity:            
     Investment in Cedar Cellular notes$10,395 $- $- $10,395 
             Total$10,395 $- $- $10,395 

     (1) An amount of $1.4 million attributed to interest recognized under the Cedar Cellular note was incorrectly included in the Company’s Form 10-Q forunrealized holding gains column as of June 30, 2018, and has been reclassified to the cost basis column.

     The Company recognized interest income of $0.6 million, related to the Cedar Cellular notes during each of the three months ended September 30, 2017, stated that the Cell C investment was carried at cost rather than at fair value. As of September 30, 2017, the fair value of the investment in Cell C approximated its cost.

On August 2, 2017, the Company, through its subsidiary, Net1 Applied Technologies South Africa Proprietary Limited (“Net1 SA”), 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.March 31, 2019 and 2018, respectively. The Company funded the transaction through a combinationrecognized interest income of cash$2.0 million and the facilities described in Note 14$0.8 million, related to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2017. Net1 SA has pledged, among other things, its entire equity interest in Cell C as security for the South African facilities described in Note 10 used to partially fund the acquisition of Cell C.

The Company has signed a subscription agreement with MobiKwik, which is India’s largest independent mobile payments network, with over 65 million users and 2.0 million merchants. 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. As of June 30, 2017, the Company owned approximately 13.5% of MobiKwik. In August 2017, MobiKwik raised additional funding through the issuance of additional shares to a new shareholder at a 90% premium to the Company’s investments and the Company’s percentage ownership was diluted to 12.0%. In addition, through a technology agreement, the Company’s Virtual Card technology will be integrated across all MobiKwik wallets in order to provide ubiquity across all merchants in India, and as part of the Company’s continued strategic relationship, a number of our other products including our digital banking platform, are expected to be deployed by MobiKwik over the next year.

In December 2017, the Company purchased, for cash, $9.0 million of notes, with a face value of $20.5 million, issued by Cedar Cellular Investment 1 (RF) (Pty) Ltd (“Cedar Cellular”), a Cell C shareholder, representing 7.625% ofnotes during the issuance. Thenine months ended March 31, 2019 and 2018, respectively. Interest on this investment in the notes was made in connection with the Cell C investment discussed above. The notes bear interest semi-annually at 8.625% per annum on the face value and interest is payable in cash or deferred,will only be paid, at Cedar Cellular’s election, for paymenton maturity in August 2022. The Company’s effective interest rate on the maturity date. The notes mature on August 2, 2022. The notes are secured by all of Cedar Cellular’s investment in Cell C (59,000,000 class “A” shares) and the fair value of the Cell C shares pledged exceeds the carrying value of the notesCellular note is 24.82% as of DecemberMarch 31, 2017. The notes are listed on The International Stock Exchange. The Company has elected to treat the investment in the notes as held to maturity securities.2019.

1421


6.8. Equity-accounted investments and other long-term assets (continued)

Available for sale and held to maturity investments (continued)

Other long-term assets (continued)

Summarized below are     The Company does not expect to recover the componentsentire amortized cost basis of the Company’s available for sale and heldCedar Cellular notes due to maturity investments asa reduction in the amount of December 31, 2017:

     Unrealized  Unrealized    
     holding  holding  Carrying 
  Cost basis  gains  losses  value 
Available for sale:            
     Investment in Cell C$161,695 $- $- $161,695 
Held to maturity:            
     Investment in Cedar Cellular notes 9,000  182  -  9,182 
           Total 170,695 $- $- $170,695 

future cash flows expected to be collected from the debt security. The Company had no availabledoes not expect to generate any cash flows from the debt security prior to the maturity date in August 2022, and expects to recover approximately $16.0 million at maturity. The Company has calculated 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%). The present value of the expected cash flows of $7.0 million is less than the amortized cost basis recorded of $9.6 million (before the March 2019 impairment for sale or heldthe three months ended March 31, 2019) and $12.4 million (before the cumulative 2019 impairments for the nine months ended March 31, 2019). Accordingly, the Company recorded an other-than-temporary impairment related to maturity investments asa credit loss of June 30, 2017.$2.6 million and $5.4 million during the three and nine months ended March 31, 2019, respectively. The impairment of $2.6 million and $5.4 million is included in interest income, net of impairment in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2019, respectively.

Contractual maturities of held to maturity investments

Summarized below areis the contractual maturitiesmaturity of the Company’s held to maturity investment as of DecemberMarch 31, 2017:2019:

    Estimated 
 Cost  Estimated  Cost  fair 
 basis  fair value  basis  value(1)
Due in one year or less$- $- $- $- 
Due in one year through five years 9,000  9,182  6,992  6,992 
Due in five years through ten years -  -  -  - 
Due after ten years -  -  -  - 
Total$9,000 $9,182 $6,992 $6,992 

7.     (1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the security provided to the Company by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C.

9. Goodwill and intangible assets, net

Goodwill

Impairment loss

Three and nine months ended March 31, 2019

     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 of June 30 of each year. The Company did not recognize an impairment loss during the three months ended March 31, 2019. During the second quarter of fiscal 2019, the Company performed an impairment analysis and during the nine months ended March 31, 2019, the Company recognized an impairment loss of approximately $8.2 million, of which approximately $7.0 million related to goodwill allocated to its International Payment Group ("IPG") business within its international transaction processing operating segment and $1.2 million related to goodwill within its South African transaction processing operating segment.

     Given the consolidation and restructuring of IPG over the period to December 31, 2018, several business lines were terminated or meaningfully reduced, resulting in lower than expected revenues, profits and cash flows. IPG’s new business initiatives are still in their infancy, and it is expected to generate lower cash flows than initially forecast.

     In order to determine the amount of goodwill impairment, the estimated fair value of the Company’s IPG business assets and liabilities were compared to the carrying value of the IPG’s assets and liabilities. The Company used a discounted cash flow model in order to determine the fair value of IPG. The allocation of the fair value of IPG required the Company to make a number of assumptions and estimates about the fair value of assets and liabilities where the fair values were not readily available or observable. Based on this analysis, the Company determined that the carrying value of IPG’s assets and liabilities exceeded their fair value at the reporting date.

     In the event that there is a deterioration in the South African transaction processing and the international transaction processing operating segment, or in any other of the Company’s businesses, this may lead to additional impairments in future periods.

22


9. Goodwill and intangible assets, net (continued)

Goodwill (continued)

Impairment loss (continued)

Three and nine months ended March 31, 2018

     During the three and nine months ended March 31, 2018, the Company recognized an impairment loss of approximately $19.9 million related to goodwill allocated to the Masterpayment business within its international transaction processing operating segment as a result of changes to the operating model of Masterpayment. During the second quarter of fiscal 2018, the Company re-evaluated the operating performance and ongoing viability of Masterpayment’s working capital financing and supply chain solutions offering and determined to exit this portion of its business. While the Company believed that it could scale this offering in the medium to long-term by focusing on customers and industries outside Masterpayment’s initial target market, this standalone offering did not fit the Company’s strategy of providing payment solutions and working capital to small and medium-sized merchants. In order to focus on the Company’s stated international strategy, the Company decided to wind-down the traditional working capital finance book issued to non-payment solutions customers. During the third quarter of fiscal 2018, the Company evaluated Masterpayment’s business strategy and following the wind-down referred to above, it has determined that Masterpayment is unlikely to deliver the financial results or cash flows previously anticipated. The Company and two of Masterpayment’s senior managers agreed, by mutual consent, that with effect from the end of March 2018, the managers terminated their employment with Masterpayment in order to dedicate themselves to new professional tasks.

     In order to determine the amount of goodwill impairment, the estimated fair value of the Company’s Masterpayment business was allocated to the individual fair value of the assets and liabilities of Masterpayment as if it had been acquired in a business combination, which resulted in the implied fair value of the goodwill. The Company used a discounted cash flow model in order to determine the fair value of Masterpayment. The allocation of the fair value of Masterpayment required the Company to make a number of assumptions and estimates about the fair value of assets and liabilities where the fair values were not readily available or observable.

Summarized below is the movement in the carrying value of goodwill for the sixnine months ended DecemberMarch 31, 2017:2019:

     Accumulated  Carrying 
  Gross value  impairment  value 
Balance as of June 30, 2017$188,833 $- $188,833 
     Foreign currency adjustment(1) 10,662  -  10,662 
             Balance as of December 31, 2017$199,495 $- $199,495 
  Gross   Accumulated   Carrying 
  value   impairment   value 
Balance as of June 30, 2018$304,013  $(20,773) $283,240 
 Continuing 189,852   (20,773)  169,079 
 Discontinued (Note 2) 114,161   -   114,161 
     Impairment of goodwill -   (8,191)  (8,191)
     Amendment to DNI preliminary purchase price allocation (Note 2) 5,017   -   5,017 
     Deconsolidation of DNI (Note 2) (113,003)  -   (113,003)
     Foreign currency adjustment(1) (10,730)  166   (10,564)
             Balance as of March 31, 2019$185,297  $(28,798) $156,499 

(1) – Representsthe foreign currency adjustment represents the effects of the fluctuations between the South African rand, eurothe Euro and the Korean won, and the U.S. dollar on the carrying value.

Goodwill has been allocated to the Company’s reportable segments as follows:

  South     Financial    
  African  International  inclusion and    
  transaction  transaction  applied  Carrying 
  processing  processing  technologies  value 
Balance as of June 30, 2017$23,131 $140,570 $25,132 $188,833 
     Foreign currency adjustment(1) 1,282  8,310  1,070  10,662 
             Balance as of December 31, 2017$24,413 $148,880 $26,202 $199,495 
  South       Financial     
  African   International   inclusion and     
  transaction   transaction   applied   Carrying 
  processing   processing   technologies   value 
Balance as of June 30, 2018$20,946  $123,948  $138,346  $283,240 
 Continuing 20,946   123,948   24,185   169,079 
 Discontinued (Note 2) -   -   114,161   114,161 
     Impairment of goodwill (1,180)  (7,011)  -   (8,191)
     Amendment to DNI preliminary purchase price allocation (Note 2) -   -   5,017   5,017 
     Deconsolidation of DNI (Note 2) -   -   (113,003)  (113,003)
     Foreign currency adjustment(1) (1,083)  (2,349)  (7,132)  (10,564)
             Balance as of March 31, 2019$18,683  $114,588  $23,228  $156,499 

(1) – Representsthe foreign currency adjustment represents the effects of the fluctuations between the South African rand, eurothe Euro and the Korean won, and the U.S. dollar on the carrying value.

1523


7.9. Goodwill and intangible assets, net (continued)

Intangible assets net

Impairment loss

     The Company identified and recognized certain customer relationships as part of its acquisition of DNI, which included relationships related to an agreement with Cell C under which DNI shared in revenues earned by Cell C from other mobile telecommunications network renting ("tenant rentals") certain Cell C infrastructure that was constructed utilizing funding provided by DNI. Cell C expected to utilize the funding provided by DNI to construct 1,000 towers. Cell C recently entered into a roaming arrangement with another South African mobile telecommunications network provider which will extend its network coverage. Cell C utilized funding from DNI to construct approximately 22% of the towers that it had originally estimated to complete, however, the conclusion of the roaming arrangement has resulted in Cell C halting the construction of further network infrastructure.

     The Company expects DNI to earn fewer tenant rentals than initially planned due to the lower number of towers constructed. During the three and nine months ended March 31, 2019, the Company updated the discounted cash flow model used to calculate the fair value of the customer relationships acquired on acquisition of DNI to assess the impact of the lower number of towers on its projected cash flows from the tenant rentals customer relationship. The lower number of towers has significantly reduced the projected cash flows earned from tenant rentals which resulted in a lower fair value attributed to the customer relationship. The Company compared the updated fair value of the customer relationship to the carrying amount and determined that the customer relationship is impaired. The Company has recorded an impairment loss of $5.3 million in the impairment loss caption on its unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2019. The customer relationship was not allocated to an operating segment and the impairment loss is included in corporate/eliminations.

     The economics of the tenant rentals arrangement between DNI and Cell C was excluded from the performance targets agreed between DNI and the Company because the arrangement was outside of DNI’s core business. DNI continues to perform above expectations and as of March 31, 2019, the Company believes that there are no other impairment indicators related to any of the other DNI intangible assets identified.

Carrying value and amortization of intangible assets

Summarized below is the carrying value and accumulated amortization of the intangible assets as of DecemberMarch 31, 20172019 and June 30, 2017:2018:

 As of December 31, 2017  As of June 30, 2017  As of March 31, 2019  As of June 30, 2018 
 Gross     Net  Gross     Net  Gross     Net  Gross     Net 
 carrying  Accumulated   carrying   carrying  Accumulated  carrying    carrying  Accumulated   carrying   carrying  Accumulated    carrying   
 value  amortization  value  value  amortization  value  value  amortization  value  value  amortization  value 
Finite-lived intangible assets:                                    
Customer relationships(1)$105,365 $(75,089)$30,276 $99,209 $(65,595)$33,614 $97,481  ($83,377)$14,104 $100,421 $(76,237)$24,184 
Software and unpatented technology(1) 35,227  (33,587) 1,640  33,273  (31,112) 2,161  32,272  (32,076) 196  33,121  (32,342) 779 
FTS patent 3,098  (3,098) -  2,935  (2,935) -  2,646  (2,646) -  2,792  (2,792) - 
Exclusive licenses 4,506  (4,506) -  4,506  (4,506) -  4,506  (4,506) -  4,506  (4,506) - 
Trademarks 7,361  (5,486) 1,875  6,972  (4,759) 2,213 
Trademarks and brands(1) 6,776  (6,119) 657  6,962  (5,589) 1,373 
Total finite-lived intangible assets 155,557  (121,766) 33,791  146,895  (108,907) 37,988  143,681  (128,724) 14,957  147,802  (121,466) 26,336 
Indefinite-lived intangible assets:                                    
Financial institution license 813  -  813  776  -  776  762  -  762  793  -  793 
Total indefinite-lived intangible assets 813  -  813  776  -  776  762  -  762  793  -  793 
Total intangible assets$156,370 $(121,766)$34,604 $147,671 $(108,907)$38,764 $144,443 $(128,724)$15,719 $148,595 $(121,466)$27,129 

     (1) Intangible assets acquired as part of the DNI acquisition in June 2018 have been deconsolidated and are excluded from the March 31, 2019, balances, refer to Note 2.

Aggregate amortization expense on the finite-lived intangible assets for the three months ended DecemberMarch 31, 20172019 and 2016,2018, was approximately $2.9$6.1 million and $3.6$3.0 million, respectively. Aggregate amortization expense on the finite-lived intangible assets for the sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, was approximately $5.8$18.3 million and $6.5$8.8 million, respectively.

24


9. Goodwill and intangible assets, net (continued)

Intangible assets (continued)

Carrying value and amortization of intangible assets (continued)

Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on DecemberMarch 31, 2017,2019, 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 2018$12,838 
Fiscal 2019 11,369 
Fiscal 2019(1)$21,631 
Fiscal 2020 10,653  7,810 
Fiscal 2021 4,582  2,833 
Fiscal 2022 81  69 
Fiscal 2023 69 
Thereafter 330  211 
Total future estimated annual amortization expense$39,853 $32,623 

8.     (1) Estimated annual amortization expense for fiscal 2019 includes amortization of DNI acquired intangible assets from July 1, 2018, until deconsolidation on March 31, 2019.

10. Reinsurance 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 sixnine months ended DecemberMarch 31, 2017:2019:

  Reinsurance  Insurance 
  assets(1) contracts(2)
Balance as of June 30, 2017$191 $(1,611)
     Increase in policyholder benefits under insurance contracts (355) (4,932)
     Claims and policyholders’ benefits under insurance contracts 366  4,884 
     Foreign currency adjustment(3) 10  (89)
         Balance as of December 31, 2017$212 $(1,748)
  Reinsurance  Insurance 
  assets(1) contracts(2)
Balance as of June 30, 2018$633 $(2,032)
     Increase in policyholder benefits under insurance contracts 67  (5,940)
     Claims and policyholders’ benefits under insurance contracts. (22) 6,427 
     Foreign currency adjustment(3) (34) 106 
         Balance as of March 31, 2019$644 $(1,439)

     (1)

Included in other long-term assets.

     (2)

Included in other long-term liabilities.

     (3)

Represents the effects of the fluctuations between the ZAR againstand the U.S. dollar.

16


8. Reinsurance assets and policyholder liabilities under insurance and investment contracts (continued)

Reinsurance assets and policyholder liabilities under insurance contracts (continued)

The Company has agreements with reinsurance companies in order to limit its losses from largecertain insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability.

The Company determines its reserves for policypolicyholder 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 includesallows for best estimate assumptions ofbased 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 those assumptions related to mortality, morbidity and claim reporting delays, and the main assumptions used to calculate the reserve for policy benefits include (i) mortality and morbidity assumptions reflecting the company’s most recent experience and (ii) claim reporting delays reflecting Company specific and industry experience. The values of matured guaranteed endowments were increased by late payment interest (netMost of the asset management feedisability claims-in-payment reserve is reinsured and allowance for taxthe reported values were based on investment income).the reserve held by the relevant reinsurer.

Assets and policyholder liabilities under investment contracts

Summarized below is the movement in assets and policyholder liabilities under investment contracts during the sixnine months ended DecemberMarch 31, 2017:2019:

    Investment  Assets(1) Investment contracts(2)
 Assets(1) contracts(2)
Balance as of June 30, 2017$627 $(627)
Balance as of June 30, 2018$610 $(610)
Increase in policyholder benefits under investment contracts 2  (2) 18  (18)
Foreign currency adjustment(3) 35  (35) (32) 32 
Balance as of December 31, 2017$664 $(664)
Balance as of March 31, 2019$596 $(596)

     (1)

Included in other long-term assets.

     (2)

Included in other long-term liabilities.

     (3)

Represents the effects of the fluctuations between the ZAR againstand the U.S. dollar.

The Company does not offer any investment products with guarantees related to capital or returns.

9. Short-term credit facilities25


11. Borrowings

Summarized below are the Company’s available short-term facilities and the amounts utilized as of December 31, 2017 and June 30, 2017, allSouth Africa

     The amounts below were translated at the exchange rates applicable as of the date presented:

  December 31, 2017  June 30, 2017 
  Available  Utilized  Available  Utilized 
             
Europe:            
     Bank Frick(1)$68,405 $35,553 $66,579 $16,579 
South Africa:            
     Nedbank Limited 32,400  10,190  30,600  10,000 
             Overdraft facility(1) 20,200  -  19,109  - 
             Indirect and derivative facilities (Note 18)$12,200 $10,190 $11,491 $10,000 

(1) Utilized amount included in short-term facilities on the unaudited condensed consolidated balance sheets.

Europe

The Company has obtained EUR 40.0 million ($47.9 million) and CHF 20 million ($20.5 million) revolving overdraft facilities from Bank Frick. As of December 31, 2017, the Company had utilized approximately CHF 4.7 million ($4.8 million) of the CHF 20 million facility and approximately EUR 25.7 million ($30.7 million) of the EUR 40 million facility. All amounts have been translated at exchange rates applicable as of December 31, 2017. As ofthe dates specified.

July 2017 Facilities, as amended, comprising a short-term facility and long-term borrowings

Long-term borrowings – Facilities A, B, C and D

     The Company’s South African amended July 2017 Facilities agreement is described in Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K/A for the year ended June 30, 2017,2018. The carrying value of these long-term borrowings as of March 31, 2019, was ZAR 229.1 million ($15.8 million), net of deferred fees of ZAR 0.9 million ($0.1 million), and the Company had utilized approximately CHF 15.9 million ($16.6 million)carrying amount approximated its fair value. Interest on these term loans was payable on the last business day of March, June, September and December of each year and on the final maturity date based on the Johannesburg Interbank Agreed Rate ("JIBAR") in effect from time to time plus a margin of 2.75%. The JIBAR has been set at 7.15% for the period to June 29, 2019, in respect of the CHF 20loans provided under the South African long-term facilities agreement. The next principal repayment of ZAR 151.3 million facility and had not utilized any of the EUR 40($10.6 million, facility. All amounts have been translated at exchange rates applicable as of March 31, 2019) was scheduled to be paid on June 30, 2017.

As of December 31, 2017, the interest rate on these facilities was 5.00%. The Company assigned all claims against amounts due from Masterpayment customers, which have been financed from the CHF 20 million facility, plus all secondary rights and preferential rights as collateral for this facility to Bank Frick. Masterpayment was required to open a primary business account with Bank Frick and this account has been pledged to Bank Frick as collateral for the EUR 40 million facility. Net1 also stands as guarantor for both of these facilities.

17


9. Short-term credit facilities (continued)

Europe (continued)

The initial term of the EUR 40 million facility ends on December 31,29, 2019, and will automatically be extended for one additional year if not terminated with 12 months written notice. The CHF 20 million facility does not have a fixed term; however it may be terminated by either party at the end of a calendar month with six months written notice. In January 2018, the Company settled the EUR 40outstanding amount of ZAR 230.0 million and CHF 20($15.9 million, revolving overdraft facilitiestranslated at exchange rates applicable as of March 31, 2019) in full on May 3, 2019, utilizing a combination of existing cash reserves and these facilities will be cancelled andthrough the sale of DNI shares as discussed in Note 2.

Short-term facility - Facility E

     On September 26, 2018, Net1 will be released from the guarantees.

United States

On January 29, 2018, the Company obtained a $10 millionSA further amended its amended July 2017 Facilities agreement with RMB to include an overdraft facility from Bank Frick. The interest rate("Facility E") of up to ZAR 1.5 billion ($103.6 million) to fund the Company’s ATMs. Interest on the facilities is 4.50% plus 3 month US Dollar LIBOR and interestoverdraft facility is payable quarterly commencing on March 31, 2018.the last day of each month and on the final maturity date based on the South African prime rate less a margin of 1.00%. The overdraft facility has no fixed term, however, it mayis up for review on September 26, 2019. The overdraft facility amount utilized must be terminated by either partyrepaid in full within one month of utilization and at least 90% of the amount utilized must be repaid with six weeks written notice.25 days. The overdraft facility is secured by a pledge by Net1 SA of, among other things, cash and certain bank accounts utilized in the Company’s ATM funding process, the cession of an insurance policy with Senate Transit Underwriters Managers Proprietary Limited, any rights and claims Net1 SA has against Grindrod Bank Limited, and, in March 2019, the Company also agreed to provide RMB with the cession of a Company U.S. dollar denominated bank account. The Company paid a non-refundable origination fee of approximately ZAR 3.8 million ($0.3 million) in October 2018. As at March 31, 2019, the Company had utilized approximately ZAR 1.1 billion ($72.8 million translated at exchange rates applicable as of March 31, 2019) of this overdraft facility. This ZAR 1.5 billion overdraft facility may only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs is considered restricted cash. The prime rate on March 31, 2019, was 10.25%.

Nedbank facility, comprising short-term facilities

     On February 28, 2019, the aggregate amount of the Company’s investment in Bank Frick.

South Africa

Theshort-term facility with Nedbank Limited was reduced from ZAR 700 million to ZAR 450 million, as a result of the reduction of the general banking facility from ZAR 300 million to ZAR 50 million. As of March 31, 2019, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 400450.0 million ($32.431.1 million) and consists of (i) a primary amount of up to ZAR 200450 million ($16.2 million,31.1 million) and (ii) a secondary amount, of up to ZAR 200 million ($16.2 million) (all amounts denominated in ZAR and translated at exchange rates applicablewhich has been temporarily withdrawn as of December 31, 2017).discussed below. The primary amount comprises an overdraft facility of (i) up to ZAR 300 million ($20.7 million), which is further split into (a) a ZAR 250.0 million ($17.3 million) overdraft facility which may only be used to fund ATMs used at pay points and (b) a ZAR 50 million ($4.03.4 million) general banking facility and (ii) indirect and derivative facilities of up to ZAR 150 million ($12.210.4 million), which include letters of guarantee,guarantees, letters of credit and forward exchange contracts (allcontracts. The ZAR 250.0 million component of the primary amount may only be used to fund ATMs and therefore this component of the primary amount utilized and converted to cash to fund our ATMs is considered restricted cash. The short-term facility provides Nedbank with the right to set off funds held in certain identified Company bank accounts with Nedbank against any amounts denominated in ZAR and translated at exchange rates applicable as of December 31, 2017).

owed to Nedbank under the facility. As of DecemberMarch 31, 2017,2019, the Company had total funds of $4.2 million in bank accounts with Nedbank which have been set off against $5.6 million drawn under the Nedbank facility, for a net amount drawn under the facility of $1.4 million.

     As of March 31, 2019, the interest rate on the overdraft facility was 9.10%. The Company has ceded its investment in Cash Paymaster Services Proprietary Limited (“CPS”("CPS"), a South African subsidiary, as well as all of its rights, title and interest in an insurance policy issued by Fidelity Risk Proprietary Limited as security for its repayment obligations under the facility. A commitment fee of 0.35% per annum is payable on the monthly unutilized amount of the overdraft portion of the short-term facility. The Company is required to comply with customary non-financial covenants, including, without limitation, covenants that restrict its ability to dispose of or encumber its assets, incur additional indebtedness or engage in certain business combinations.

26


11. Borrowings (continued)

Nedbank facility, comprising short-term facilities (continued)

As of eachMarch 31, 2019, the Company has utilized approximately ZAR 81.4 million ($5.6 million) of Decemberits ZAR 250 million overdraft facility to fund ATMs and utilized none of its ZAR 50 million general banking facility and temporary facility. As of March 31, 20172019 and June 30, 2017, respectively, the Company had not utilized any of its overdraft facility. As of December 31, 2017,2018, the Company had utilized approximately ZAR 126.096.7 million ($10.26.7 million) and ZAR 108.0 million translated at exchange rates applicable as($7.9 million), respectively, of December 31, 2017) of its ZAR 150 million indirect and derivative facilities to obtain foreign exchange contracts from the bank andof ZAR 150 million to enable the bank to issue guarantees, including stand-by letters of credit and forward exchange contracts, in order for the Company to honor its obligations to third parties requiring such guarantees (refer to Note 18)20). As of

June 30, 2017, the Company had utilized approximately ZAR 130.5 million ($10.0 million, translated at exchange rates applicable as of June 30, 2017) of its ZAR 150 million indirect and derivative facilities.

10. Long-term borrowings

South Africa2018 Facility, a long-term borrowing (a DNI facility)

The Company’s South African long-term facility agreement is described in Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K10-K/A for the year ended June 30, 2017. As of December 31, 2017, $70.4 million was outstanding under2018. DNI is the Company’s South African long-termprimary party to this facility agreement, and the carrying amount of thethese long-term borrowings approximated fair value. The Johannesburg Interbank Agreed Rate (“JIBAR”) hashave been set at 7.158% fordeconsolidated as of March 31, 2019, following the periodtransaction referred to March 29, 2018.

On July 26, 2017, the Company utilized ZAR 1.25 billion (approximately $92.2 million) of its South African long-term facility to partially fund the acquisition of 15% of Cell C. Principal repaymentsin Note 2. Interest on the facilities are duerevolving credit facility is payable quarterly based on JIBAR in eight quarterly installments commencing on September 29, 2017 and the Company has made scheduled repaymentseffect from time to time plus a margin of ZAR 375.0 million ($28.5 million) during the six months ended December 31, 2017. The next scheduled principal payment of ZAR 187.5 million ($15.2 million, translated at exchange rates applicable as of December 31, 2017) will be made on March 31, 2018.

2.75%. The Company paid a non-refundable deal origination fee of approximately ZAR 6.32.0 million ($0.60.1 million) in August 2017. Interest expense incurred during the three and sixnine months ended DecemberMarch 31, 2017,2019.

United States, a short-term facility

     On September 14, 2018, the Company renewed its $10.0 million overdraft facility from Bank Frick and on February 4, 2019, the Company increased the overdraft facility to $20.0 million. The interest rate on the facilities is 4.50% plus 3-month US dollar LIBOR and interest is payable on a quarterly basis. The 3-month US dollar LIBOR rate was $1.92.59975% on March 31, 2019. The facility has no fixed term, however, it may be terminated by either party with six weeks written notice. The facility is secured by a pledge of the Company’s investment in Bank Frick. As of March 31, 2019, the Company had utilized approximately $8.9 million and $3.6 million, respectively. During the three and six months ended December 31, 2017, $0.1 million and $0.2 million, respectively, of prepaid facility fees were amortized. All amounts are translated at exchange rates applicable as of December 31, 2017.this facility.

18


10. Long-term borrowings (continued)

South Korea, comprising long-term borrowings

The Company’s South Korean senior secured loan facility is described in Note 14 to the Company’sits audited consolidated financial statements included in its Annual Report on Form 10-K10-K/A for the year ended June 30, 2017.2018. On July 29, 2017, the Company utilized approximately KRW 0.3 billion ($0.3 million) of its Facility C revolving credit facility to pay interest due on the Company’s South Korean senior secured loan facility. On October 20, 2017, the Company made an unscheduled repayment of $16.6 million and settled the full outstanding balance, including interest, related to these borrowings. This facility is no longer available.

On July 29, 2017,South Korea, a short-term facility

     The Company obtained a one year KRW 10 billion ($10.0 million) short-term overdraft facility from Hana Bank, a South Korean bank, in January 2019. The interest rate on the facilities is 1.984% plus the 3-month CD rate. The CD rate as of March 31, 2019 was 1.87%. The facility expires in January 2020, however can be renewed. The facility is unsecured with no fixed repayment terms. As of March 31, 2019, the Company had not utilized this facility.

27


11. Borrowings (continued)

Movement in short-term credit facilities

     Summarized below are the Company’s short-term facilities as of March 31, 2019, and the movement in the Company’s short-term facilities from as of June 30, 2018 to as of March 31, 2019:

          United   South     
  South Africa   States   Korea     
  Amended       Bank         
  July 2017   Nedbank   Frick   Hana   Total 
Short-term facilities as of March 31, 2019:$103,599  $31,080  $20,000  $8,792  $163,471 
     Overdraft -   3,453   20,000   8,792   32,245 
     Overdraft restricted as to use for ATM funding only 103,599   17,267   -   -   120,866 
     Indirect and derivative facilities -   10,360   -   -   10,360 
Movement in utilized overdraft facilities:                   
     Balance as of June 30, 2018 -   -   -   -   - 
             Utilized 506,472   64,196   13,857   -   584,525 
             Repaid (434,629)  (63,202)  (4,992)  -   (502,823)
             Foreign currency adjustment(1) 945   399   -   -   1,344 
                     Balance as of March 31, 2019(2) 72,788   1,393   8,865   -   83,046 
                             Restricted as to use for ATM funding only 72,788   1,393   -   -   74,181 
                             No restrictions as to use -   -   8,865   -   8,865 
Movement in utilized indirect and derivative facilities:              
     Balance as of June 30, 2018 -   7,871   -   -   7,871 
             Guarantees cancelled -   (829)  -   -   (829)
             Utilized -   47   -   -   47 
             Foreign currency adjustment(1) -   (411)  -   -   (411)
                     Balance as of March 31, 2019$-  $6,678  $-  $-  $6,678 

     (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.
     (2) Nedbank balance as of March 31, 2019, of $1.4 million comprises the net of total overdraft facilities withdrawn of $5.6 million offset against funds in bank accounts with Nedbank of $4.2 million.

Movement in long-term borrowings

     Summarized below is the movement in the Company’s long term borrowing from as of June 30, 2018 to as of March 31, 2019:

  South Africa     
  Continuing   Discontinued   
      June         
  Amended   2018   Other     
  July 2017   Facility   (Note 2)  Total 
                
Included in current portion of long-term borrowings$44,079  $-  $616  $44,695 
Included in long-term borrowings 5,469   -   -   5,469 
Balance as of June 30, 2018 49,548   -   616   50,164 
     Utilized -   14,613   -   14,613 
     Repaid (30,797)  (4,944)  (569)  (36,310)
     Deconsolidated (Note 2) -   (10,150)  -   (10,150)
     Foreign currency adjustment(1) (2,928)  481   (47)  (2,494)
Balance as of March 31, 2019, included in current portion of long-term borrowings$15,823  $-  $-  $15,823 

     (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.

The Company paid a non-refundable deal origination fee of approximately KRW 0.3 billionZAR 6.3 million ($0.30.6 million) of its Facility C revolving credit facilityin August 2017. Interest expense incurred under the Company’s South KoreanAfrican long-term facility agreement to pay interest due on the Company’s South Korean senior secured loan facility.

Interest expense incurredborrowing during the three months ended DecemberMarch 31, 20172019 and 2016,2018, was $0.1$0.6 million and $0.2$1.9 million, respectively. Interest expense incurred during the sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, was $2.7 million and $5.5 million, respectively. Prepaid facility fees amortized during each of the three months ended March 31, 2019 and 2018, was $0.1 million, respectively. Prepaid facility fees amortized during the nine months ended March 31, 2019 and 2018, was $0.2 million and $0.3 million, respectively.

28


11. Borrowings (continued)

Movement in long-term borrowings (continued)

     Interest expense incurred in respect of the Company’s South Korean debt facilities during the nine months ended March 31, 2018, was $0.4 million and $0.7 million, respectively.million. Prepaid facility fees amortized during the three months ended DecemberMarch 31, 2017 and 2016,2018, was $0.1 million and $0.03 million respectively. Prepaid facility fees amortized during the six months ended December 31, 2017 and 2016, was $0.1 million and $0.07 million, respectively.million.

11.12. Capital structure

The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, respectively:

 December 31,  December 31,  March 31,  March 31, 
 2017  2016  2019  2018 
            
Number of shares, net of treasury:            
Statement of changes in equity 56,832,370  52,521,345  56,815,925  56,855,187 
Less: Non-vested equity shares that have not vested (Note 13) (911,856) (904,356)
Less: Non-vested equity shares that have not vested (Note 14) (831,408) (934,673)
Number of shares, net of treasury excluding non-vested equity shares that have not vested 55,920,514  51,616,989  55,984,517  55,920,514 

Common stock repurchases

Executed under share repurchase authorizations

The Company did not repurchase any of its shares during the three and six months ended December 31, 2017, or during the three months ended December 31, 2016.

In February 2016, 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. On June 29, 2016, the Company adopted a Rule 10b5-1 trading plan for the purpose of repurchasing approximately $50 million of its common stock, which was included within the original share repurchase authorization. During the six months ended December 31, 2016, the Company repurchased 1,328,699 shares for approximately $12.7 million under its share repurchase authorization.

19


12.13. Accumulated other comprehensive loss

The table below presents the change in accumulated other comprehensive (loss) income per component during the sixthree months ended DecemberMarch 31, 2017:2019:

  Six months ended 
  December 31, 2017 
     Accumulated    
     net    
     unrealized    
  Accumulated  income on    
  foreign  asset    
  currency  available for    
  translation  sale, net of    
  reserve  tax  Total 
          
Balance as of June 30, 2017$(162,569)$- $(162,569)
     Movement in foreign currency translation reserve related to equity accounted investment (227) -  (227)
     Movement in foreign currency translation reserve 39,437  -  39,437 
             Balance as of December 31, 2017$(123,359)$- $(123,359)
  Three months ended 
  March 31, 2019 
  Accumulated    
  foreign    
  currency    
  translation    
  reserve  Total 
       
Balance as of January 1, 2019$(198,272)$(198,272)
 Release of foreign currency translation reserve related to disposal of DNI (Note 2). 1,806  1,806 
 Movement in foreign currency translation reserve (7,872) (7,872)
       Balance as of March 31, 2019$(204,338)$(204,338)

     The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2018:

     
  Three months ended 
  March 31, 2018 
     Accumulated    
     net    
     unrealized    
     income on    
  Accumulated  asset    
  foreign  available for    
  currency  sale, net of    
  translation  tax (As    
  reserve  restatedA)  Total 
          
Balance as of January 1, 2018$(123,359)$- $(123,359)
     Movement in foreign currency translation reserve 20,512  -  20,512 
             Balance as of March 31, 2018$(102,847)$- $(102,847)

     (A) Refer to Note 1.

29


13. Accumulated other comprehensive loss (continued)

     The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2019:

  Nine months ended 
  March 31, 2019 
  Accumulated    
  foreign    
  currency    
  translation    
  reserve  Total 
       
Balance as of June 30, 2018$(184,436)$(184,436)
 Release of foreign currency translation reserve related to disposal of DNI (Note 2). 1,806  1,806 
 Movement in foreign currency translation reserve related to equity-accounted investment 5,430  5,430 
 Movement in foreign currency translation reserve (27,138) (27,138)
               Balance as of March 31, 2019$(204,338)$(204,338)

     The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2018:

  Nine months ended 
  March 31, 2018 
     Accumulated    
     net    
     unrealized    
     income on    
  Accumulated  asset    
  foreign  available for    
  currency  sale, net of    
  translation  tax (As    
  reserve  restatedA)  Total 
          
Balance as of June 30, 2017$(162,569)$- $(162,569)
     Movement in foreign currency translation reserve related to equity accounted investment (227) -  (227)
     Movement in foreign currency translation reserve 59,949  -  59,949 
             Balance as of March 31, 2018$(102,847)$- $(102,847)

     (A) Refer to Note 1.

     During the three and nine months ended March 31, 2019, the Company reclassified $1.8 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net (loss) income related to the DNI disposal (refer to Note 2). There were no reclassifications from accumulated other comprehensive loss to comprehensivenet (loss) income during the three and sixnine months ended DecemberMarch 31, 2017 or 2016.2018.

13.30


14. Stock-based compensation

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the sixnine months ended DecemberMarch 31, 20172019 and 2016:2018:

        Weighted       
     Weighted  average     Weighted 
     average  remaining  Aggregate  average 
     exercise  contractual  intrinsic  grant date 
  Number of  price  term  value  fair value 
  shares  ($)  (in years)  ($’000) ($) 
                
Outstanding – June 30, 2017 846,607  13.87  3.80  486    
 Forfeitures (37,333) 11.23          
     Outstanding – December 31, 2017 809,274  13.99  3.15  1,022    
                
Outstanding – June 30, 2016 2,077,524  15.92  3.65  926    
 Expired unexercised (474,443) 22.51          
     Outstanding – December 31, 2016 1,603,081  13.98  4.25  1,685    
        Weighted       
     Weighted  average     Weighted 
     average  remaining  Aggregate  average 
     exercise  contractual  intrinsic  grant date 
  Number of  price  term  value  fair value 
  shares  ($)  (in years)  ($’000) ($) 
                
Outstanding – June 30, 2018 809,274  13.99  2.67  370  4.20 
 Granted – September 2018 600,000  6.20  10.00  1,212  2.02 
 Forfeitures (278,386) 19.16        5.00 
     Outstanding – March 31, 2019 1,130,888  8.60  6.33  -  2.70 
                
Outstanding – June 30, 2017 846,607  13.87  3.80  486  4.21 
 Forfeitures (37,333) 11.23        4.55 
     Outstanding – March 31, 2018 809,274  13.99  2.92  427  4.20 

     During the nine months ended March 31, 2019, 600,000 stock options were awarded to executive officers and employees. No stock options were awarded during the three and six months ended DecemberMarch 31, 20172019, or 2016. Thereduring the three and nine months ended March 31, 2018, respectively. During the three months ended March 31, 2019, employees forfeited 78,386 stock options. No stock options were no forfeituresforfeited during the three months ended DecemberMarch 31, 2017.2018. During the sixnine months ended DecemberMarch 31, 2017,2019, employees and executive officers forfeited 278,386 stock options, including 200,000 stock options granted in August 2008, with a strike price of $24.46 per share, as these stock options expired unexercised. During the nine months ended March 31, 2018, employees forfeited 37,333 stock options. There

     The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750 day volatility. The estimated expected life of the option was determined based on historical behavior of employees who were no forfeituresgranted options with similar terms.

     The table below presents the range of assumptions used to value options granted during the three and sixnine months ended DecemberMarch 31, 2016; however, during the three and six months ended December 31, 2016, 474,443 stock options awarded in August 2006, expired unexercised.2019:

Nine months
ended
March 31,
2019
Expected volatility44%
Expected dividends0%
Expected life (in years)3
Risk-free rate2.75%

The following table presents stock options vested and expectingexpected to vest as of DecemberMarch 31, 2017:2019:

        Weighted    
     Weighted  average    
     average  remaining  Aggregate 
     exercise  contractual  intrinsic 
  Number of  price  term  value 
  shares  ($)  (in years)  ($’000)
Vested and expecting to vest – December 31, 2017 809,274  13.99  3.15  1,022 
        Weighted    
     Weighted  average    
     average  remaining  Aggregate 
     exercise  contractual  intrinsic 
  Number of  price  term  value 
  shares  ($)  (in years)  ($’000)
Vested and expected to vest – March 31, 2019 1,130,888  8.60  6.33  - 

20     These options have an exercise price range of $6.20 to $13.16.

31


13.14. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

These options have an exercise price range of $7.35 to $24.46.

The following table presents stock options that are exercisable as of DecemberMarch 31, 2017:2019:

        Weighted    
     Weighted  average    
     average  remaining  Aggregate 
     exercise  contractual  intrinsic 
  Number of  price  term  value 
  shares  ($)  (in years)  ($’000) 
Exercisable – December 31, 2017 809,274  13.99  3.15  1,022 
        Weighted    
     Weighted  average    
     average  remaining  Aggregate 
     exercise  contractual  intrinsic 
  Number of  price  term  value 
  shares  ($)  (in years)  ($’000)
Exercisable – March 31, 2019 547,888  11.13  2.97  - 

No stock options became exercisable during the three and nine months ended DecemberMarch 31, 2017 and 2016, respectively. During2019, or during the sixthree months ended DecemberMarch 31, 2017 and 2016, respectively,2018, respectively. However, during the nine months ended March 31, 2018, 105,982 and 154,803 stock options became exercisable. The Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the sixnine months ended DecemberMarch 31, 20172019 and 2016:2018:

 Number of  Weighted  Number of Weighted 
 shares of  average grant  shares of average grant 
 restricted  date fair value  restricted date fair value 
 stock  ($’000) stock  ($’000)
Non-vested – June 30, 2018 765,411 6,162 
Granted – September 2018 148,000 114 
Total Vested (64,003)  503 
Vested – August 2018 (52,594)  459 
Vested – March 2019 (11,409)  44 
Forfeitures (18,000) 70 
Non-vested – March 31, 2019 831,408 5,496 
     
Non-vested – June 30, 2017 505,473  11,173  505,473 11,173 
Total Granted 611,411   4,522 
Granted – August 2017 588,594  4,288  588,594   4,288 
Granted – March 2018 22,817   234 
Vested – August 2017 (56,250) 527  (56,250) 527 
Total Forfeitures (125,961)  1,491 
Forfeitures (30,635) 358  (30,635)  358 
Forfeitures – August and November 2014 awards with market conditions (95,326) 1,133  (95,326)  1,133 
Non-vested – December 31, 2017 911,856  9,365 
      
Non-vested – June 30, 2016 589,447  7,622 
Granted – August 2016 387,000  4,145 
Vested – August 2016 (72,091) 735 
Non-vested – December 31, 2016 904,356  11,142 
Non-vested – March 31, 2018 934,673 9,608 

     The September 2018 grants comprise 148,000 shares of restricted stock awarded to executive officers that are subject to market and time-based vesting. The August 2017 grants comprisescomprise (i) 326,000 shares of restricted stock awarded to executive officers and employees that are subject to time-based vesting, (ii) 210,000 shares of restricted stock awarded to executive officers that are subject to market and time-based vesting, and (iii) 52,594 shares of restricted stock awarded to non-employee directors. The August 2016 grants comprise 350,000 and 37,000 shares of restricted stock awarded to executive officers and non-employee directors, respectively.

The 326,000 shares of restricted stock will only vest if the recipient is employed by the Company on a full-time basis on August 23, 2020. The 52,594 shares of restricted stock awarded to non-employee directors willin August 2017 vested on August 23, 2018, and 11,409 shares of restricted stock, representing half of the 22,817 shares granted to our Chief Financial Officer on March 1, 2018, vested on March 1, 2019. During the three and nine months ended March 31, 2019, 18,000 shares of restricted stock with time-based vesting conditions were forfeited by employees upon their termination from the Company. During the nine months ended March 31, 2018, 56,250 shares of restricted stock granted to non-employee directors vested and employees forfeited 30,635 shares of restricted stock with either market or performance conditions upon their termination from the Company.

32


14. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Market Conditions - Restricted Stock Granted in September 2018

     The 148,000 shares of restricted stock awarded to executive officers in September 2018 are subject to time-based and performance-based (a market condition) vesting conditions and vest in full only veston 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 2021 and ending on December 31, 2021 and (2) the recipient is employed by the Company on a directorfull-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 represents an approximate 55% increase, compounded annually, in the price of the Company’s common stock on August 23,Nasdaq over the $6.20 closing price on September 7, 2018. The VWAP levels and vesting percentages related to such levels are as follows:

     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.

Market Conditions - Restricted Stock Granted in August 2017

The 210,000 shares of restricted stock awarded to executive officers in August 2017 are subject to time-based and performance-based (a market condition) vesting conditions and vest in full only on the date, if any, that the following conditions are satisfied: (1(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 2020 and ending on December 31, 2020 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 represents an approximate 35% increase, compounded annually, in the price of the Company’s common stock on Nasdaq over the $9.38 closing price on August 23, 2017.

21


13. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Performance Conditions - Market Conditions - Restricted Stock Granted in August 2017(continued)

The VWAP levels and vesting percentages related to such levels are as follows:

These 210,000 shares of restricted stock are effectively forward starting knock-in barrier options with multi-strike prices of zero. The fair value of these shares of restricted stock was calculated utilizing a Monte Carlo simulation model which was developed for the purpose of the valuation of these shares. For each simulated share price path, the market share price condition was evaluated to determine whether or not the shares would vest under that simulation. A standard Geometric Brownian motion process was used in the forecasting of the share price instead of a “jump diffusion”"jump diffusion" model, as the share price volatility was more stable compared to the highly volatile regime of previous years. Therefore, the simulated share price paths capture the idiosyncrasies of the observed Company share price movements.

33


14. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. The value of the grant is the average of the discounted vested values. The Company used an expected volatility of 44.0%, an expected life of approximately three years, a risk-free rate ranging between 1.275% to 1.657% and no future dividends in its calculation of the fair value of the restricted stock. The estimated expected volatility was calculated based on the Company’s 30 day VWAP share price using the exponentially weighted moving average of returns.

Performance Conditions - Restricted Stock Granted in August 2016

In August 2016 the Company awarded 350,000 shares of restricted stock to executive officers. In May 2017, the Company agreed to accelerate the vesting of 200,000 of these shares of restricted stock granted to the Company’s former Chief Executive Officer. TheseThe remaining 150,000 shares continue to be subject to time-based and performance-based vesting conditions. In order for any of the shares to vest, the recipient must remain employed by the Company on a full-time basis on the date that it files its Annual Report on Form 10-K for the fiscal year ended June 30, 2019. If that condition is satisfied, then the shares will vest based on the level of Fundamental EPS the Company achieves for the fiscal year ended June 30, 2019 (“("2019 Fundamental EPS”EPS"), as follows:

At levels of 2019 Fundamental EPS greater than $2.60 and less than $3.00, the number of shares that will vest will be determined by linear interpolation relative to 2019 Fundamental EPS of $2.80. Any shares that do not vest in accordance with the above-described conditions will be forfeited. All shares of restricted stock have been valued utilizing the closing price of shares of the Company’s common stock quoted on The Nasdaq Global Select Market on the date of grant.

Performance Conditions - Restricted Stock Granted in August 2015

In August 2015 the Company awarded 301,537 shares of restricted stock to executive officers and employees. These shares of restricted stock are subject to time-based and performance-based vesting conditions. In order for any of the shares to vest, the recipient must remain employed by the Company on a full-time basis on the date that it files its Annual Report on Form 10-K for the fiscal year ended June 30, 2018. If that condition is satisfied, then the shares will vest based on the level of Fundamental EPS the Company achieves for the fiscal year ended June 30, 2018 (“2018 Fundamental EPS”), as follows:

At levels of 2018 Fundamental EPS greater than $2.88 and less than $3.76, the number of shares that will vest will be determined by linear interpolation relative to 2018 Fundamental EPS of $3.30. Any shares that do not vest in accordance with the above-described conditions will be forfeited. All shares of restricted stock have been valued utilizing the closing price of shares of the Company’s common stock quoted on The Nasdaq Global Select Market on the date of grant.

22


13. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Performance Conditions - Restricted Stock Granted in August 2015 (continued)

During the three and six months ended December 31, 2016, the Company reversed the stock-based compensation charge recognized to date related to the 301,537 shares of restricted stock because it believed that it was unlikely that the 2018 Fundamental EPS target would be achieved due to the dilutive impact on the fundamental EPS calculation as a result of issuance of the approximate 10 million shares to the IFC in May 2016.

Vesting of all non-employee director shares issued prior to June 30, 2017

Grants of restricted stock to non-employee directors made during fiscal 2017, as well as those grants made in prior years, originally vested over a three-year period. After the end of fiscal 2017, the Company’s board consulted with Pay Governance, an independent compensation consultant, and determined that one-year vesting of restricted stock grants is a more common compensation practice for independent directors and therefore, amended the terms of outstanding awards to vest one-year after grant. As a result of this amendment, 61,995 shares of restricted stock held by the non-employee directors as of June 30, 2017, were fully-vested.

Forfeiture of restricted stock awarded in August and November 2014 that did not achieve targeted market conditions

During the three and sixnine months ended DecemberMarch 31, 2017,2018, restricted stock with market conditions awarded in August and November 2014, were forfeited, because the target market conditions were not achieved. The stock-based compensation charge related to these awards was not reversed upon forfeiture because these awards contained market conditions.

The fair value of restricted stock vesting during each of the sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, was $0.5 million and $0.7 million.

Stock-based compensation charge and unrecognized compensation cost

The Company recorded a stock-based compensation charge, net during each of the three months ended DecemberMarch 31, 20172019 and 20162018 of $0.5 million and $0.6 million respectively, which comprised:

     Allocated to cost    
     of goods sold, IT  Allocated to 
     processing,  selling, general 
  Total  servicing and  and 
  charge  support  administration 
Three months ended December 31, 2017         
 Stock-based compensation charge$608 $- $608 
           Total – three months ended December 31, 2017$608 $- $608 
          
Three months ended December 31, 2016         
 Stock-based compensation charge$635 $- $635 
           Total – three months ended December 31, 2016$635 $- $635 
     Allocated to cost    
     of goods sold, IT  Allocated to 
     processing,  selling, general 
  Total  servicing and  and 
  charge  support  administration 
Three months ended March 31, 2019         
 Stock-based compensation charge$578 $- $578 
 Reversal of stock compensation charge related to         
 restricted stock and stock options forfeited$(91) - $(91)
           Total – three months ended March 31, 2019$487 $- $487 
Three months ended March 31, 2018         
 Stock-based compensation charge$575 $- $575 
           Total – three months ended March 31, 2018$575 $- $575 

2334


13.14. Stock-based compensation (continued)

Stock-based compensation chargeStock option and unrecognized compensation costrestricted stock activity (continued)

Restricted stock (continued)

The Company recorded a stock-based compensation charge, (reversal)net during the sixnine months ended DecemberMarch 31, 20172019 and 20162018 of $1.4$1.7 million and ($0.7 million),$2.0 million respectively, which comprised:

     Allocated to cost    
     of goods sold, IT  Allocated to 
     processing,  selling, general 
  Total  servicing and  and 
  charge  support  administration 
Six months ended December 31, 2017         
 Stock-based compensation charge$1,477 $- $1,477 
 Reversal of stock compensation charge related to stock options forfeited (42) -  (42)
           Total – six months ended December 31, 2017$1,435 $- $1,435 
          
Six months ended December 31, 2016         
 Stock-based compensation charge$1,138 $- $1,138 
 Reversal of stock compensation charge related to restricted stock (1,827) -  (1,827)
           Total – six months ended December 31, 2016$(689)$- $(689)
     Allocated to cost    
     of goods sold, IT  Allocated to 
     processing,  selling, general 
  Total  servicing and  and 
  charge  support  administration 
Nine months ended March 31, 2019         
 Stock-based compensation charge$1,763 $- $1,763 
Reversal of stock compensation charge related to restricted stock and stock options forfeited (91) -  (91)
           Total – nine months ended March 31, 2019$1,672 $- $1,672 
Nine months ended March 31, 2018         
 Stock-based compensation charge$2,052 $- $2,052 
Reversal of stock compensation charge related to stock options forfeited (42) -  (42)
           Total – nine months ended March 31, 2018$2,010 $- $2,010 

The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees.

As of DecemberMarch 31, 2017, there was no2019, the total unrecognized compensation cost related to stock options because all stock options granted have vested.was approximately $1.0 million, which the Company expects to recognize over approximately three years. As of DecemberMarch 31, 2017,2019, the total unrecognized compensation cost related to restricted stock awards was approximately $4.5$2.0 million, which the Company expects to recognize over approximately two years. This amount excludes the total unrecognized compensation cost as of December 31, 2017, of approximately $3.9 million, related to restricted stock awards that the Company expects will not vest due to it not achieving the 2018 Fundamental EPS.

     As of DecemberMarch 31, 2017, the cumulative unrecorded stock-based compensation charge related to these awards of restricted stock that the Company has determined are expected not to vest and has not expensed in its consolidated statement of operations is approximately $3.2 million (which amount includes the $1.8 million reversed during the six months ended December 31, 2016).

As of December 31, 20172019 and June 30, 2017,2018, respectively, the Company recorded a deferred tax asset of approximately $0.7$0.8 million and $0.9$0.7 million, respectively, related to the stock-based compensation charge recognized related to employees of Net1. As of March 31, 2019, and June 30, 2018, respectively, the Company recorded a valuation allowance of approximately $0.8 million and $0.7 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.

14.15. (Loss) Earnings per share

The Company has issued redeemable common stock which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the three and sixnine months ended DecemberMarch 31, 20172019 or 2016.2018. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 15 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K10-K/A for the year ended June 30, 2017.2018.

Basic (loss) earnings per share include shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share have been calculated using the two-class method and basic (loss) earnings per share for the three and sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net (loss) income 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.

2435


14.15. (Loss) Earnings per share (continued)

The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees in August 2014, November 2014,2016, August 2015, August 20162017, March 2018, May 2018 and August 2017,September 2018 as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for awards made in September 2018, March 2018, August 2017 August 2016 and August 20152016 are discussed in Note 1314 above and the vesting conditions for all other awards are discussed in Note 18 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K10-K/A for the year ended June 30, 2017.2018.

The following table presents net (loss) income attributable to Net1 (income((loss) income from continuing operations) and the share data used in the basic and diluted (loss) earnings per share computations using the two-class method:

 Three months ended Nine months ended 
 March 31,  December 31, 
 Three months ended  Six months ended  2019 2018 2019 2018 
 December 31,  December 31,    (As   (As 
 2017  2016  2017  2016     restatedA)     restatedA) 
 (in thousands except  (in thousands except  (in thousands except (in thousands except percent 
 percent and  percent and  percent and and 
 per share data)  per share data)  per share data) per share data) 
Numerator:                     
Net income attributable to Net1$9,622 $18,641 $29,105 $43,273 
Undistributed earnings 9,622  18,641  29,105  43,273 
Net (loss) income attributable to Net1$(54,784) $32,375 $(123,924) $61,480 
Undistributed (loss) earnings (54,784)  32,375   (123,924)  61,480 
Continuing (50,299)  29,084   (122,913)  58,189 
Discontinued$(4,485) $3,291  $(1,011) $3,291 
Percent allocated to common shareholders (Calculation 1) 99%  98%  98%  98%  98% 98% 99% 98% 
Numerator for earnings per share: basic and diluted$9,481 $18,296 $28,664 $42,561 
Numerator for (loss) earnings per share: basic and diluted. $(53,958) $31,868   $(122,113) $60,490 
Continuing (49,540)  28,629   (121,117)  57,252 
Discontinued $(4,417)  $3,239   $(996)  $3,238 
                     
Denominator:                     
Denominator for basic earnings per share: weighted-average common shares outstanding 55,923  51,549  55,902  52,301 
Denominator for basic (loss) earnings per share: weighted- average common shares outstanding 55,971 55,828 55,965 55,874 
Effect of dilutive securities:                   - 
Stock options 52  122  50  106  -  61  24  54 
Denominator for diluted earnings per share: adjusted weighted average common
shares outstanding and assumed conversion
 55,975  51,671  55,952  52,407 
Denominator for diluted (loss) earnings per share:
adjusted weighted average common shares outstanding and assumed conversion
 55,971  55,889  55,989  55,928 
                     
Earnings per share:            
(Loss) Earnings per share:         
Basic$0.17 $0.35 $0.51 $0.81 $(0.96) $0.57  $(2.18) $1.08 
Continuing$(0.88) $0.51  $(2.16) $1.02 
Discontinued$(0.08) $0.06  $(0.02) $0.06 
Diluted$0.17 $0.35 $0.51 $0.81 $(0.96) $0.57  $(2.18) $1.08 
Continuing$(0.88) $0.51  $(2.16) $1.02 
Discontinued$(0.08) $0.06  $(0.02) $0.06 
                     
(Calculation 1)                     
Basic weighted-average common shares outstanding (A) 55,923  51,549  55,902  52,301  55,971 55,828 55,965 55,874 
Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 56,755  52,521  56,762  53,176  56,828 56,716 56,795 56,788 
Percent allocated to common shareholders (A) / (B) 99%  98%  98%  98%  98% 98% 99% 98% 
(A) Refer to Note 1.         

Options to purchase 357,6431,166,554 and 503,698 shares of the Company’s common stock at prices ranging from $10.59$6.20 to $24.46$13.16 per share and $8.75 to $13.16 per share were outstanding during the three and sixnine months ended DecemberMarch 31, 2017,2019, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price werewas greater than the average market price of the Company’s common stock. The options, which expire at various dates through August 27, 2024,September 7, 2028, were still outstanding as of DecemberMarch 31, 2017.2019.

15.36


16. Supplemental cash flow information

The following table presents supplemental cash flow disclosures for the three and sixnine months ended DecemberMarch 31, 20172019, and 2016:2018:

 Three months ended  Six months ended  Three months ended  Nine months ended 
 December 31,  December 31,  March 31,  March 31, 
 2017  2016  2017  2016  2019  2018  2019  2018 
Cash received from interest$4,562 $5,050 $9,848 $9,335 $1,403 $4,561 $4,765 $14,409 
Cash paid for interest$2,330 $496 $4,418 $1,572 $3,373 $2,298 $9,027 $6,716 
Cash paid for income taxes$18,613 $22,564 $20,649 $24,067 $2,411 $2,276 $12,533 $22,925 

25Investing activities


15. Supplemental     The transaction referred to in Note 2 under which the Company reduced its shareholding in DNI from 55% to 38% and used the proceeds, of $27.6 million, from the sale to settle its obligation, of $27.6 million, to subscribe for additional shares in DNI was closed using a cashless settlement process. Therefore, the proceeds from sale and the settlement of the obligation to subscribe for additional shares in DNI were not included in net cash flow information (continued)

Treasury shares, at cost included(used in) provided by investing activities in the Company’s condensed consolidated balance sheet as of June 30, 2016, includes 47,056 shares of the Company’s common stock acquired for approximately $0.5 million which were paid for on July 1, 2016. The liability for this payment was included in accounts payable on the Company’s condensed consolidated balance sheet as of June 30, 2016. The payment of approximately $0.5 million is included in acquisition of treasury stock in the Company’sunaudited condensed consolidated statement of cash flows for the sixthree and nine months ended March 31, 2019.

17. Revenue recognition

     The Company is a leading provider of transaction processing services, financial inclusion products and services and secure payment technology. The Company operates market-leading payment processors in South Africa and internationally. 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, and is a leading distributor of mobile subscriber starter packs for Cell C, a South African mobile network operator.

Disaggregation of revenue

     The following table represents our revenue disaggregated by major revenue streams, including reconciliation to operating segments for the three months ended March 31, 2019:

        Rest of    
  South     the    
  Africa  Korea  world  Total 
South African transaction processing            
     Processing fees$14,166 $- $- $14,166 
     Other 1,908  -  -  1,908 
          Sub-total 16,074  -  -  16,074 
International transaction processing            
     Processing fees -  30,895  2,125  33,020 
     Other -  1,161  177  1,338 
           Sub-total -  32,056  2,302  34,358 
Financial inclusion and applied technologies            
     Telecom products and services 17,409  -  -  17,409 
     Account holder fees 2,445  -  -  2,445 
     Lending revenue 6,075  -  -  6,075 
     Technology products 5,357  -  -  5,357 
     Insurance revenue 755  -  -  755 
     Other 4,011  -  -  4,011 
             Sub-total 36,052  -  -  36,052 
 $52,126 $32,056 $2,302 $86,484 

37


17. Revenue recognition (continued)

Disaggregation of revenue (continued)

     The following table represents our revenue disaggregated by major revenue streams, including reconciliation to operating segments for the nine months ended March 31, 2019:

        Rest of    
  South     the    
  Africa  Korea  world  Total 
South African transaction processing            
     Processing fees$63,426 $- $- $63,426 
     Welfare benefit distribution fees 3,086  -  -  3,086 
     Other 4,828  -  -  4,828 
          Sub-total 71,340  -  -  71,340 
International transaction processing            
     Processing fees -  99,866  7,323  107,189 
     Other -  4,141  539  4,680 
           Sub-total -  104,007  7,862  111,869 
Financial inclusion and applied technologies            
     Telecom products and services 54,576  -  -  54,576 
     Account holder fees 16,190  -  -  16,190 
     Lending revenue 22,021  -  -  22,021 
     Technology products 15,396  -  -  15,396 
     Insurance revenue 4,580  -  -  4,580 
     Other 13,546  -  -  13,546 
           Sub-total 126,309  -  -  126,309 
 $197,649 $104,007 $7,862 $309,518 

Nature of goods and services

Processing fees

     The Company earns processing fees from transactions processed for its customers. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data in exchange for consideration upon completion of the transaction. In certain instances, the Company also provides a funds collection and settlement service for its customers. The Company considers these services as a single performance obligation. The Company’s contracts specify a transaction price for services provided. Processing revenue fluctuates based on the type and the volume of transactions processed. Revenue is recognized on the completion of the processed transaction.

     Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device ("POS"). The Company earns processing fees from transactions processed for these customers. The Company’s contracts specify a transaction price for each service provided (for instance, ATM withdrawal, balance enquiry, etc.). Processing revenue fluctuates based on the type and the volume of transactions performed by the customer. Revenue is recognized on the completion of the processed transaction.

Welfare benefit distribution fees

     The Company provided a welfare benefits distribution service in South Africa to a customer under a contract which expired on September 30, 2018. The Company was required to distribute social welfare grants to identified recipients using an internally developed payment platform at designated distribution points (pay points) which enabled the recipients to access their grants. The contract specified a fixed fee per account for one or more grants received by a recipient. The Company recognized revenue for each grant recipient paid at the fixed fee.

Telecom products and services

     The Company has entered into contracts with mobile networks in South Africa to distribute subscriber identity modules ("SIM") cards on their behalf. The Company is entitled to receive consideration based on the activation of each SIM as well as from a percentage of the value loaded onto each SIM. The Company recognizes revenue from these services once the criteria specified for activation have been met as well as when it is entitled to its consideration related to the value loaded onto the SIM. Revenue from contracts with mobile networks fluctuates based on the number of SIMs activated as well as on the value loaded onto the SIM.

38


17. Revenue recognition (continued)

Nature of goods and services (continued)

Telecom products and services (continued)

     The Company purchases airtime for resale to customers. The Company recognizes revenue as the airtime is delivered to the customer. Revenue from the resale of airtime to customers fluctuates based on the volume of airtime sold.

Account holder fees

     The Company provides bank accounts to customers and this service is underwritten by a regulated banking institution because the Company is not a bank. The Company charges its customers a fixed monthly bank account administration fee for all active bank accounts regardless of whether the account holder has transacted or not. The Company recognizes account holder fees on a monthly basis on all active bank accounts. Revenue from account holder’s fees fluctuates based on the number of active bank accounts.

Lending revenue

     The Company provides short-term loans to customers in South Africa and charges up-front initiation fees and monthly service fees. Initiation fees are recognized using the effective interest rate method, which requires the utilization of the rate of return implicit in the loan, that is, the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount existing at the origination or acquisition of the loan. Monthly service fee revenue is recognized under the contractual terms of the loan. The monthly service fee amount is fixed upon initiation and does not change over the term of the loan.

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 right to use certain technology developed by the Company and 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.

Significant judgments and estimates

     The Company was subject to a court process regarding the determination of the price to be charged for welfare benefit distribution services provided from April 1, 2018 to September 30, 2018. In December 2018, the Constitutional Court of South Africa clarified that it was not required to ratify the price and stated that the parties should reach an agreement on the price, failing which they should approach the lower courts in South Africa. The Company has initiated discussions with SASSA, but the parties had not reached an agreement as of March 31, 2016.2019, regarding the pricing for services provided through September 30, 2018. Management determined, under previous revenue guidance, that there was no evidence of an arrangement at a fixed and determinable price other than that noted in the court ordered extension provided in March 2018 and did not record any additional revenue related to the services provided from April 1, 2018 to June 30, 2018, and recorded revenue at the rate specified in the contract. Upon adoption of the new revenue guidance on July 1, 2018, the Company determined that it was unable to estimate the amount of revenue that it is entitled to receive because the court had not yet confirmed the amount at that date. Accordingly, the Company has not recorded any additional revenue during the nine months ended March 31, 2019, related to the price to be charged for welfare benefit distribution services provided through September 30, 2018. The Company recorded revenue at the rate specified in the contract. The Company expects to record any additional revenue once there is agreement between the Company and SASSA on the fee.

16.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.

39


18. 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, major customers, and the countries in which the entity holds material assets or reports material revenues. A description of the Company’s operating segments is contained in Note 2322 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K10-K/A for the year ended June 30, 2017.2018. As discussed in Note 2, the Company has presented DNI as a discontinued operation.

The reconciliation of the reportable segmentssegment’s revenue to revenue from external customers for the three months ended DecemberMarch 31, 20172019 and 2016,2018, is as follows:

 Revenue  Revenue 
       From        From 
 Reportable  Inter-  external  Reportable  Inter-  external 
 Segment  segment  customers  Segment  segment  customers 
South African transaction processing$64,148 $6,181 $57,967 $17,374 $1,300 $16,074 
International transaction processing 44,185  -  44,185  34,358  -  34,358 
Financial inclusion and applied technologies 54,131  7,867  46,264  36,650  598  36,052 
Total for the three months ended December 31, 2017$162,464 $14,048 $148,416 
Total for the three months ended March 31, 2019$88,382 $1,898 $86,484 
                  
South African transaction processing$59,862 $5,395 $54,467 $73,508 $7,429 $66,079 
International transaction processing 44,000  -  44,000  46,240  -  46,240 
Financial inclusion and applied technologies 59,258  6,292  52,966  59,574  9,172  50,402 
Total for the three months ended December 31, 2016$163,120 $11,687 $151,433 
Total for the three months ended March 31, 2018$179,322 $16,601 $162,721 

The reconciliation of the reportable segmentssegment’s revenue to revenue from external customers for the sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, is as follows:

 Revenue     Revenue    
       From        From 
 Reportable  Inter-  external  Reportable  Inter-  external 
 Segment  segment  customers  Segment  segment  customers 
South African transaction processing$130,585 $12,326 $118,259 $77,093 $5,753 $71,340 
International transaction processing 90,207  -  90,207  111,869  -  111,869 
Financial inclusion and applied technologies 108,444  15,936  92,508  128,611  2,302  126,309 
Total for the six months ended December 31, 2017$329,236 $28,262 $300,974 
Total for the nine months ended March 31, 2019$317,573 $8,055 $309,518 
                  
South African transaction processing$117,430 $10,796 $106,634 $204,093 $19,755 $184,338 
International transaction processing 90,190  -  90,190  136,447  -  136,447 
Financial inclusion and applied technologies 122,800  12,558  110,242  168,018  25,108  142,910 
Total for the six months ended December 31, 2016$330,420 $23,354 $307,066 
Total for the nine months ended March 31, 2018$508,558 $44,863 $463,695 

26


The Company does not allocate interest income, interest expense or income tax expense to its reportable segments. The Company evaluates segment performance based on segment operating income before acquisition-related intangible asset amortization which represents operating income before acquisition-related intangible asset amortization and allocation of expenses allocated to Corporate/Eliminations, all under GAAP.

     The reconciliation of the reportable segments measuremeasures of profit or loss to income before income taxes for the three and sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, is as follows:

 Three months ended  Six months ended  Three months ended  Nine months ended 
 December 31,  December 31,  March 31,  March 31, 
 2017  2016  2017  2016  2019  2018  2019  2018 
Reportable segments measure of profit or loss$21,216 $33,383 $52,784 $67,931 $(7,818)$12,795 $(31,678)$65,579 
Operating income: Corporate/Eliminations (4,909) (7,794) (11,471) (10,161) (13,865) (5,231) (32,184) (16,702)
Interest income 4,705  5,061  9,749  9,365 
Change in fair value of equity securities (26,263) 37,843  (42,099) 37,843 
Loss on disposal of DNI (5,140) -  (5,140) - 
Interest income, net of impairment (959) 5,154  586  14,903 
Interest expense (2,325) (510) (4,446) (1,306) (3,493) (2,426) (9,030) (6,872)
Income before income taxes$18,687 $30,140 $46,616 $65,829 
(Loss) Income before income taxes$(57,538)$48,135 $(119,545)$94,751 

40


18. Operating segments (continued)

The following tables summarize segment information that is prepared in accordance with GAAP for the three and sixnine months ended DecemberMarch 31, 20172019 and 2016:2018, with the impact of the deconsolidation of DNI included in discontinued operations:

 Three months ended  Six months ended  Three months ended Nine months ended 
 December 31,  December 31,  March 31,  March 31, 
 2017  2016  2017  2016  2019  2018  2019  2018 
Revenues                     
South African transaction processing$64,148 $59,862 $130,585 $117,430 $17,374 $73,508 $77,093 $204,093 
International transaction processing 44,185  44,000  90,207  90,190  34,358 46,240 111,869 136,447 
Financial inclusion and applied technologies 54,131  59,258  108,444  122,800  36,650   59,574   128,611   168,018 
Continuing 18,808   59,574   72,274   168,018 
Discontinued 17,842   -   56,337   - 
Total 162,464  163,120  329,236  330,420  88,382   179,322   317,573   508,558 
Continuing 70,540   179,322   261,236   508,558 
Discontinued 17,842   -   56,337   - 
Operating income (loss)                     
South African transaction processing 13,470  15,372  25,802  28,920 
South African transaction processing(1) (12,954) 12,719 (28,297) 38,521 
International transaction processing (4,991) 3,904  325  9,721  1,909 (14,892) 628 (14,567)
Financial inclusion and applied technologies 12,737  14,107  26,657  29,290 
Financial inclusion and applied technologies(1) 3,227   14,968   (4,009)  41,625 
Continuing(1) (4,911)  14,968   (28,409)  41,625 
Discontinued 8,138   -   24,400   - 
Subtotal: Operating segments 21,216  33,383  52,784  67,931  (7,818) 12,795 (31,678) 65,579 
Corporate/Eliminations (4,909) (7,794) (11,471) (10,161) (13,865)  (5,231)  (32,184)  (16,702)
Total 16,307  25,589  41,313  57,770 
Continuing (6,399)  (5,231)  (19,465)  (16,702)
Discontinued (7,466)  -   (12,719)  - 
Total(1) (21,683)  7,564   (63,862)  48,877 
Continuing(1) (22,355)  7,564   (75,543)  48,877 
Discontinued 672   -   11,681   - 
Depreciation and amortization                     
South African transaction processing 1,087  1,137  2,240  2,294  914 1,236 2,776 3,476 
International transaction processing 4,381  5,521  9,013  11,357  2,367 4,668 7,937 13,681 
Financial inclusion and applied technologies 309  354  664  691  616   398   1,657   1,062 
Continuing 349   398   1,044   1,062 
Discontinued 267   -   613   - 
Subtotal: Operating segments 5,777  7,012  11,917  14,342  3,897 6,302 12,370 18,219 
Corporate/Eliminations 2,946  3,611  5,772  6,485  5,984   3,039   18,158   8,811 
Continuing 3,824   3,039   10,745   8,811 
Discontinued 2,160   -   7,413   - 
Total 8,723  10,623  17,689  20,827  9,881   9,341   30,528   27,030 
Continuing 7,454   9,341   22,502   27,030 
Discontinued 2,427   -   8,026   - 
Expenditures for long-lived assets                     
South African transaction processing 900  635  1,377  1,042  434 1,794 2,767 3,171 
International transaction processing 892  2,167  1,798  4,966  712 1,990 2,353 3,788 
Financial inclusion and applied technologies 311  324  401  541  469   441   2,160   842 
Continuing 61   441   1,429   842 
Discontinued 408   -   731   - 
Subtotal: Operating segments 2,103  3,126  3,576  6,549  1,615 4,225 7,280 7,801 
Corporate/Eliminations -  -  -  -  -  -  -  - 
Total$2,103 $3,126 $3,576 $6,549  1,615   4,225   7,280   7,801 
Continuing 1,207   4,225   6,549   7,801 
Discontinued$408  $-  $731  $- 

     (1) South African transaction processing and Financial inclusion and applies technologies include retrenchment costs for the three months ended March 31, 2019 of: $2,972 (nine months: $3,673) and $1,570 (nine months: $1,570), respectively, for total retrenchment costs for the three months of $4,542 (nine months: $5,243). The retrenchment costs are included in selling, general and administration expense on the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2019.

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18. Operating segments (continued)

The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented.

It is impractical to disclose revenues from external customers for each product and service or each group of similar products and services.

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17.19. Income tax

Income tax in interim periods

For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual or extraordinary items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs.

For the three and sixnine months ended DecemberMarch 31, 2017,2019, the tax charge was calculated using the expectedCompany’s effective tax rate was adversely impacted by the valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by the Company’s South African businesses, the non-deductible impairment losses, the DNI disposal loss, and non-deductible expenses, including transaction-related expenditure and non-deductible interest on its South African long-term debt facility, which was partially offset by tax expense recorded by the Company’s profitable businesses in South Africa and South Korea. The deferred tax impact of the change in the fair value of the Company’s investment in Cell C also impacted the Company’s effective rate for fiscal 2019, as this amount is recorded at a lower rate (at a capital gains rate) than the year.South African statutory rate. The March 31, 2019, carrying value of the Company’s investment in Cell C is less than its initial cost and therefore it has a capital gains benefit for tax purposes, however, the Company does not expect to generate any significant capital gains in the foreseeable future and has provided a valuation allowance of $3.6 million related to this capital gains benefit deferred tax asset.

     The Company’s effective tax rate for the three and sixnine months ended DecemberMarch 31, 2017,2018, was 53.8%40.3% and 43.6%, respectively, was higher than the South African statutory rate as a result of a valuation allowance provided related to an allowance for doubtful working capital finance receivables created, non-deductible expenses (including transaction-related expenditure and non-deductible interest on our South African long-term facility) and the impact of the changes in U.S. federal statutory tax rates described below.

For the three and six months ended December 31, 2016, the tax charge was calculated using the expected effective tax rate for the year. The Company’s effective tax rate for the three and six months ended December 31, 2016, was 36.4% and 33.6%42.0%, respectively, and was higher than the South African statutory rate as a result of additional taxes payable resulting from the finalization of a tax review in South Korea,an impairment loss, non-deductible expenses (including transaction-related expenditure and the tax impact attributable to distributions fromnon-deductible interest on our South African subsidiary.long-term facility), the impact of the changes in U.S. federal statutory tax rates described below and for the nine months ended March 31, 2018, a valuation allowance provided related to an allowance for doubtful working capital finance receivables created. The deferred tax impact of the change in the fair value of the Company’s investment in Cell C also impacted the Company’s effective rate for fiscal 2018, as this amount is recorded at a lower rate (at a capital gains rate) than the South African statutory rate.

New U.S.Recent Tax Legislation

On December 22, 2017, the Tax Cuts and Jobs Act (the “ TCJA”"TCJA"), was enacted into law, which significantly modifyingchanges existing U.S. federal tax laws. The TCJA reduceslaw and includes numerous provisions that affect the Company’s business, such as imposing a one-time transition tax on deemed repatriation of deferred foreign income, reducing the U.S. federal statutory tax rate, and adopting a territorial tax system. During the year ended June 30, 2018, the TCJA required the Company to incur a transition tax on deferred foreign income not previously subject to U.S. income tax at a rate of 15.5% for corporationsforeign cash and certain other net current assets, and 8% on the remaining income. The TCJA also reduced the U.S. federal statutory tax rate from 35% to 21% effective from January 1, 2018, eliminates alternative minimum2018. The TCJA includes a provision to tax global intangible low taxed income ("GILTI") of foreign subsidiaries which is effective for corporations, limitsthe Company beginning July 1, 2018.

     The TCJA was effective in the third quarter of fiscal year 2018. As of March 31, 2019, the Company has not completed its accounting for the estimated tax effects of the TCJA. Due to the timing of the enactment and the complexity in applying the provisions of the TCJA, the provisional net operating loss carryforwards (and eliminates carrybacks), limitscharge is subject to revisions as the deductibilityCompany continues to complete its analysis of interest expensethe TCJA, collect and transitions the system of U.S. international taxation of corporations from a worldwide tax system to a territorial tax system. Specifically, the transition to a territorial tax system is not expected to have a significantprepare necessary data, and interpret additional guidance issued by standard-setting and regulatory bodies. Adjustments may materially impact on the Company’s future consolidatedprovision for income taxes and effective tax rate in the period in which the adjustments are made.

     The Company has calculated its Transition Tax liability as of June 30, 2018, and recorded a Transition Tax, before the application of any foreign tax credits, of $56.9 million, and has no liability after the application of generated foreign tax credits. In fact, the Company believes that it generatesmay generate excess foreign tax credits based on its preliminary calculations.

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19. Income tax (continued)

Recent Tax Legislation (continued)

     The Company re-measured its deferred taxes to reflect the majorityreduced rate that will apply when these deferred taxes are settled or realized in future periods. The TCJA subjects a U.S. corporation to tax on its GILTI. Due to the complexity of the new GILTI tax rules, the Company continues to evaluate this provision of the TCJA and the application of GAAP. Under GAAP, the Company has the option to make an accounting policy election of either (i) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the "period cost method") or (ii) factoring such amounts into a company’s measurement of its deferred taxes (the "deferred method"). The Company has elected the period cost method and will record U.S. inclusions in taxable income in tax jurisdictions with tax rates higher (mainly South Africa, where its income is taxed at 28%, and Korea, where our income is taxed at 22%) than the new federal statutory tax rate of 21%.

related to GILTI as a current-period expense when incurred. The Company is currently analyzingnot yet able to reasonably estimate the impacteffect of these changes; therefore, an estimatethis provision of the full impactTCJA on deferred tax assets and liabilities,it because whether it expects to have future U.S. inclusions in taxable income tax expense, net income and other affected accounts is not yet available. The Company hasrelated to GILTI depends on a June year end and therefore it will use a blended ratenumber of 28.10% for its tax year ending June 30, 2018, in the U.S. Certaindifferent aspects of the Company’s deferred tax assets and liabilities which it expects will be utilized/ reversed during the period ended June 30, 2018, have been re-measured at this blended rate and those deferred taxes thatestimated future results of global operations. Therefore, the Company believes will only be utilized/ reversed in subsequent tax years, have been remeasured at 21%. The impact of the change in the tax rate on the Company’s deferred taxes included in income tax expense during the three and six months ended December 31, 2017, was $0.3 million. The Company has also provided an additional valuation allowance of approximately $0.6 millionnot made any adjustments related to net operating loss carryforwards that it does not believe will be utilized as a result of the enactment of the TCJA.potential GILTI tax in its financial statements.

The TCJA also requires a U.S. shareholder of a specified foreign corporation to include a deemed repatriation of foreign earnings as part of the transition to a territorial tax system; however, the Company does not currently believe that it has a deemed repatriation transition tax liability.

Uncertain tax positions

There were no significant changes in the Company’s uncertain tax positions during the three and sixnine months ended DecemberMarch 31, 2017.2019. As of DecemberMarch 31, 2017,2019, the Company had accrued interest related to uncertain tax positions of approximately $0.1 million on its balance sheet.

The Company does not expect changes related to its unrecognized tax benefits will have a significant impact on its results of operations or financial position in the next 12 months.

As of DecemberMarch 31, 20172019 and June 30, 2017,2018, the Company had unrecognized tax benefits of $0.5$1.0 million and $0.5$0.8 million, respectively, all of which would impact the Company’s effective tax rate. The Company files income tax returns mainly in South Africa, South Korea, Germany, Hong Kong, India, the United Kingdom, Botswana and in the U.S. federal jurisdiction. As of DecemberMarch 31, 2017,2019, 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, 2013.2014. 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.

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18.20. Commitments and contingencies

Guarantees

The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by a South African bank. 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 126.096.0 million ($10.26.6 million, translated at exchange rates applicable as of DecemberMarch 31, 2017)2019) and thereby utilizing part of the Company’s short-term facility. The Company in turn has provided nonrecourse, unsecured counter-guarantees to Nedbank for ZAR 126.096.0 million ($10.26.6 million, translated at exchange rates applicable as of DecemberMarch 31, 2017)2019). The Company pays commission of between 0.4% per annum to 2.0%1.94% per annum of the face value of these guarantees and does not recover any of the commission from third parties.

The Company has not recognized any obligation related to these counter-guarantees in its consolidated balance sheet as of DecemberMarch 31, 2017.2019. The maximum potential amount that the Company could pay under these guarantees is ZAR 126.096.0 million ($10.26.6 million, translated at exchange rates applicable as of DecemberMarch 31, 2017)2019). The guarantees have reduced the amount available for borrowings under the Company’s short-term credit facility described in Note 9.11.

As described in Note 9, Net1 has specifically provided guaranteesContingencies

Challenge to Bank Frick relatedPayment by SASSA of Additional Implementation Costs

     On March 23, 2018, the High Court ordered that the June 15, 2012 variation agreement between SASSA and CPS be reviewed and set aside. CPS was ordered to refund ZAR 317.0 million, including VAT, to SASSA, plus interest from June 2014 to date of payment. On April 4, 2018, CPS filed an application seeking leave to appeal the EUR 40.0 million ($47.9 million)whole order and CHF 20 million ($20.5 million) revolving overdraft facilities provided to Masterpayment. As of December 31, 2017, Masterpayment had utilized approximately $30.7 millionjudgment of the EUR 40.0 million facility and $4.8 millionHigh Court with the High Court because its believes that the High Court erred in its application of the CHF 20 million facilitylaw and/or in fact in its findings. On April 25, 2018, the High Court refused the application seeking leave to appeal.

     In May 2018, CPS delivered its petition seeking leave to appeal the whole order and these obligations are recorded as short-term facilities injudgment of the Company’s consolidated balance sheet.High Court with the Supreme Court of Appeal. In September 2018, CPS received notification from the Supreme Court that its petition seeking leave to appeal had been granted. The maximum potential amount thatmatter is expected to be heard during the first half of calendar 2019. The Company could pay undercannot predict how the guarantees to Bank Frick was $35.5 million. As described in Note 9,Supreme Court will rule on the overdraft facilities were repaid in full in January 2018matter.

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20. Commitments and Net1 will be released from these guarantees once the facilities have been cancelled.contingencies (continued)

Contingencies

The Company is subject to a variety of other 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.

2921. Related party transactions

     DNI leased a building that was owned by a company in which Mr. A.J. Dunn, DNI’s Chief Executive Officer, has a direct shareholding of 16%. The property was sold in November 2018. During the nine months ended March 31, 2019, DNI paid rental of approximately $1.0 million. On April 2, 2019, the Company’s board of directors determined that Mr. A.J. Dunn no longer performs a policy-making function by virtue of the change in the importance of his position within the Net1 group and is, therefore, no longer an executive officer.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K10-K/A for the year ended June 30, 2017,2018, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q.

Forward-looking statements

Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such factors include, among other things, those listed under Item 1A.—"Risk Factors”Factors" and elsewhere in our Annual Report on Form 10-K10-K/A for the year ended June 30, 2017.2018. 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”"may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or “continue”"continue" or the negative of such terms and other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

You should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and thereto and which we have filed with the United States Securities and Exchange Commission completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Recent Developments

SASSA Update

Our current contract with SASSA is scheduled to expire on March 31, 2018. SASSA and the expert panel appointed by the court filed the regular progress reports in accordance with the Constitutional Court’s order. We have provided the expert panel with all the information required from us.

On December 10, 2017, the Minister in the Presidency, Jeff Radebe, announced that the Inter-ministerial Committee appointed by theRestructuring of South African President to oversee the transition of grant payments brokered a high-level cooperation agreement between the South African Post Office, or SAPO,operations and SASSA, in terms of which SAPO will assume responsibilitystrategy for the distribution of social grants with effect from April 1, 2018.

On January 15, 2018, SASSA filed a report with the Constitutional Court stating the following: “The process of continuing with cash payments will require a tender process, since SAPO has indicated that they are unable to undertake the cash payment function within the time period left, although they indicated that they can do this by December 2018.” On January 12, 2018, SASSA issued a tender for the cash payment of grants for a five year period which is due for submission on February 28, 2018. SAPO issued three tenders on December 22, 2018, for the production of smart cards, a multi-mode biometric verification engine and an integrated grant payments system.

In the same report to the court, SASSA also stated: “A phase in period of at least 6 months would be required to take over payments from the existing provider, CPS. This implies that the court will have to be approached to extend the suspension of the invalidity of the current payment contract until 30 September 2018, to allow for a managed phase out process over a period of 6 months, which will see the new service provider progressively taking more responsibility for payments, while CPS is still in the background. This process will be managed by SASSA.”

On February 6, 2018, SASSA filed a notice of motion with the Constitutional Court, applying for the following order: " Cash Paymaster Services (CPS) is to continue to provide cash payment services to the social grant beneficiaries of SASSA who receive their social grants by way of cash payments without personal identification numbers on an interim basis and on the same terms and conditions as to payment as those currently in place between CPS and SASSA for the period 1 April 2018 up to 30 September 2018, provided CPS shall be paid only in respect of such limited services to be rendered to SASSA and in respect of this categories (sic) of beneficiaries only."

In line with the recommendations made by the expert panel in its second and third reports to the Constitutional Court, we wrote a letter to SASSA on December 27, 2017 advocating the use of commercial bank accounts, subsidized by SASSA to limit the impact of bank charges, for the distribution of grant payments. SASSA has indicated that the subsidization of bank accounts will be considered if agreement can be reached with prospective participating banks regarding the functionality of the accounts being offered. SASSA has since engaged the South African banks to determine the feasibility of such an approach.

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On February 6, 2018, CPS launched an application with the Constitutional Court seeking an order declaring that CPS is not prohibited by the Constitutional Court’s order of March 17, 2017, from participating in the tender for “the provision of cash payment services for social assistance” issued by SASSA, because SASSA has previously reported that CPS is not entitled to participate in any future tenders.

We continue to deliver our grant payment solution in accordance with our current agreement and we have paid all 10.7 million social grant recipients, without interruption, every month since our contract was extended in March 2017. We will continue to cooperate with SASSA, the expert panel and any other delegated government entity to assist them in finding a solution and ensuring a smooth handover to any entity legally appointed to render the grant payment service.

Progress of financial inclusion initiatives in South Africa

    Following the auto-migration of a substantial portion of our EPE customers, we faced a significant reduction in the number of accounts, transactions, fees, and consumption of financial and value-added services. In addition, customers who had loans or insurance policies and had been migrated, unwittingly defaulted on their regular payments. Our rural-South Africa distribution business has a high-fixed cost structure with physical locations, assets and employees. The decline in revenue coupled with the high-fixed costs resulted in significant operating losses for the company over the past six months. Beginning in late January, we commenced an aggressive restructuring initiative to reduce our physical infrastructure and headcount in order to right size the business given the current level of business activity. We have made meaningful progress in this regard and remain on track to reaching a breakeven EBITDA on a monthly basis by the end of the last quarter of fiscal 2019.

Restructuring of South African operations – In late January, we commenced with an extensive cost reduction exercise, which included a reduction of over 2,500 employees (being close to 50% of our original staff complement), reducing the availability of our mobile ATM infrastructure, and terminating certain leases. During the third quarter of 2019, we incurred retrenchment costs of $4.5 million related to the reduction of personnel in the field and at the head office level.

Increasing collaboration with Finbond - We have actively worked with the Finbond teams to identify synergies between our organizations in order to address the market opportunity for the millions of unbanked and under-banked South Africans. Finbond has been certified to become an issuer of UEPS/EMV cards, and in early Q4 2019, we initiated a pilot using our biometrically-enabled UEPS/EMV cards. We expect to commercially launch this initiative on a larger scale during Q1 2020, at which point we believe we can once again start growing our customer base.

Stabilization of financial services - Our lending and insurance businesses have stabilized in the third quarter of fiscal 2019 due to a more steady base of active EPE accounts. This stability now provides us with the opportunity to re-direct our efforts to growing these business lines, although this will be done cautiously to manage the risk of any potential future auto-migration of customers. We have begun discussions with other financial services providers, including Finbond, to use our EPE base as a distribution channel for their own lending products, but these discussions are still at an early stage.

    Our loan book under Moneyline has increased slightly in the third quarter of fiscal 2019 and, following the write off of the loans that were provided against in Q2 2019, we have seen the level of non-performing loans return broadly to historical levels. Within Smartlife, the number of policies paid up has also stabilized and while the lapses related to the increased non-payment continued in the third quarter of fiscal 2019, the lapse-rate is now also returning to more normal levels.

In June 2015,45


SASSA contract exit and summary of legal proceedings

     Although we beganhave not been involved operationally with SASSA since September 30, 2018, we have been actively trying to resolve all legal and legacy outstanding items that would allow us to focus on our core business. An update on the rolloutkey topics follow:

Settlement of payment of fees due for the last six months of the SASSA contract – Following the March 23, 2018 Constitutional Court order for a six-month extension of our contract with SASSA for payment of grants in cash at pay points only, we were allowed to charge our monthly fee based on the previously contracted rate of ZAR 16.44 (including VAT) per cash pay point recipient. Given that we serviced the highest-cost beneficiaries, the Constitutional Court allowed us to approach the National Treasury in order for them to make a fair determination of the price we should be paid for services rendered. National Treasury recommended a rate of ZAR 51.00 (including VAT) per cash pay point recipient per month to the Constitutional Court. Contrary to SASSA’s stance, the Constitutional Court on December 5, 2018, ruled that they are not required to ratify the Treasury recommended rate, and that CPS and SASSA must agree on the pricing. To date we have not reached an agreement on SASSA for the pricing and have instituted a dispute resolution process. We believe it may be necessary for this matter to go through a legal process for resolution.

Auto-migration of EPE customers to SAPO – As part of SASSA’s migration to SAPO, a number of EPE customers were auto-migrated by SASSA during August and October 2018, where post office accounts were unilaterally opened for beneficiaries by SASSA, often without the customer’s consent. We initiated a legal process to halt this migration and to try and recover some of our business-to-consumer, or B2C, offeringEPE customers who had been migrated despite completing the mandatory documentation for electing to be paid in a private bank account. On January 29, 2019, we received an adverse order in that it was unlikely that those EPE customers, who had provided biometric consent prior to regulations being effected, would be required to be returned to us. Following this order, we followed a multi-faceted approach to try and address the auto-migration issue. First, we were granted leave to appeal the order, which we are pursuing. Second, the court granted an order requiring SASSA to account for the process to auto-migrate approximately 700,000 of the EPE accounts who had submitted Annexure C forms to SAPO. Third, we are considering taking the decision of the minister for administrative review. While the first and third actions are longer processes, we believe SASSA’s response to the second action should provide valuable insights into their Annexure C acceptance and processing policies, and will guide our future efforts to bank the unbanked in South Africa. At January 31, 2018, we had more than 2.3 million activeThe risk of our remaining EPE accounts, comparedcustomers being auto-migrated still exists, but there has been no further auto-migration since November 2018. Refer to 2.1 million at October 31, 2017.discussion under "Part II—Item 1—Legal Proceedings— Legal proceedings against SASSA in respect of transfer of grant payments from EPE is a fully transactional, low cost account created to serveSAPO accounts."

Progress on various corporate activities

     As part of the needsextensive strategic review of South Africa’s unbankedall of our businesses and under-banked population, most of whom are social grant recipients. The EPE account offers customers a comprehensive suite of financial and various financial inclusion services, such as prepaid products, in an economical, convenient and secure solution. EPE provides account holders with a UEPS-EMV debit MasterCard, mobile and internet banking services, ATM and POS services, as well as loans, insurance and other financial products and value-added services. However, SASSA and a non—profit organization continue to challenge the ability of beneficiaries to freely transact with the grants that they receive as described under “Item 1—Legal Proceedings.”

In order for us to address the sizeable opportunity for EPE and related financial inclusion services in South Africa, in fiscal 2016, we started to expand our brick-and-mortar financial services branch infrastructure, which supplements our nationwide distribution, with a UEPS/EMV-enabled ATM network, and hired a dedicated sales force. We believe that the growth in our brick-and-mortar branch infrastructure has reached saturation and thereforeinvestments, we have embarkedmade progress on a programmultiple fronts:

Disposal of DNI – We have concluded two transactions to increasereduce our financial services revenues through a roaming sales force equipped with a UEPS/EMV-enabled card-issuing work station. In January 2018,investment in DNI. First, in March 2019, we deployed 500 portable card-issuing working stations and employed 625 temporary staff to achieve this objective. At January 31, 2018, we had 152 branches (October 31, 2017: 146), 1,073 ATMs (October 31, 2017: 1,008), and 2,394 (October 31, 2017: 1,925) dedicated employees, including the temporary staff.

During the seven months since July 1, 2017, we sold approximately 109,000 new policies related toreduced our simple, low-cost life insurance products, in addition to the free basic life insurance policy provided with every EPE account opened.

The graph below presents the growth of the number of EPE cards and Smart Life policies:

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Strategic investments

Investments in Cell C Proprietary Limited and DNI-4PL Contracts Proprietary Limited

On August 2, 2017, we purchased 15% of Cell C, for an aggregate purchase price of ZAR 2.0 billion ($151.0 million)) in cash. Cell C is one of the three major licensed mobile operators in South Africa with approximately 16 million active subscribers. We funded the transaction through a combination of cash and credit facilities.

On July 27, 2017, we subscribed for 44,999,999 ordinary A sharesholding in DNI representing a 45% voting and economic interestfrom 55% to 38% through the sale of 17% in DNI for a subscription priceZAR 400 million. We utilized the proceeds from this sale to settle the contingent purchase consideration of ZAR 945.0R400 million, ($72.0 million) in cash. Under the terms of our agreements with DNI, we are required to pay to DNI an additional amount of up to ZAR 360 million ($29.1 million, translated at the foreign exchange rates applicable as of December 31, 2017), in cash, subjectwhich related to the achievement of certain performance targets by DNI.

The investments Second, in Cell CMay 2019, we sold an additional 8% of DNI to RMB, and used the proceeds to early-settle the majority of our outstanding long-term borrowings. Third, also in May 2019, we granted DNI are consistent witha call option to acquire our approach of leveraging our significant and established infrastructures, and pursuing strategic acquisition opportunities or partnerships to gain access to new markets or complementary products. We identified the need to offer customers a truly bespoke, affordable and comprehensive package that will go beyond basic telephony. An integrated mobile-based digital product will therefore likely differentiate the offerings of all the relevant stakeholders in this transaction including Net1. The Cell C and DNI investments allow us to address the needs of the broader South African population through ownership in the value chain including the network, payment, product, distribution and hardware. We have pledged, among other things, our entire equity interests in Cell C and DNI as security for the South African facilities used to partially fund the acquisition of Cell C, refer also Note 10 to our unaudited condensed consolidated financial statements.

Investment in Bank Frick

On October 2, 2017, we acquired aremaining 30% interest in Bank Frick & Co AG,DNI at a fully licensed bank basedstrike price of ZAR 859 million, or $59.3 million in Balzers, Liechtenstein,order to monetize our remaining investment in DNI. We expect the call option to be exercised within the next eight months.

Early repayment of long-term debt – We utilized ZAR 15.0 million of our cash reserves and the proceeds from the Kuno Frick Family Foundation for approximately CHF 39.8 million ($40.8 million translated at exchange rates applicable assale of December 31, 2017). On January 26, 2018, the parties entered into an addendum to the Bank Frick shareholders agreement pursuant to which we agreed to purchase an additional 5% in Bank Frick from the Frick Foundation for CHF 10.43 million ($10.9 million) and the Frick Foundation agreed to contribute approximately CHF 3.8 million ($3.9 million) to Bank Frick to facilitate the development of Bank Frick’s Fintech and blockchain businesses. We have an option, exercisable until October 2, 2019, to acquire an additional 35%8% interest in Bank Frick.DNI to early-settle our ZAR 230.0 million long-term borrowings in full. reserves. This has strengthened our balance sheet and improved our liquidity profile in South Africa as we reposition the business.

Bank Frick providesProgress in Korea – Our advisors assisting with improving the growth and profitability in Korea have completed the first phase of their project, which consisted of the identification of actionable items. In phase two, they will work with management to implement the near-term action items identified in the first phase. We expect the overall exercise to take another 6-12 months before we see meaningful improvements in operating performance. In parallel, our board is reviewing the strategic alternatives for this business.

Cell C – During the third quarter of fiscal 2019, Cell C signed a binding term sheet with the Buffet consortium which, once concluded, is expected to substantially improve Cell C’s liquidity position and meaningfully reduce its debt servicing costs. Cell C has also appointed a new chief executive officer, whose focus is on executing the Buffet transaction, managing liquidity and lifting the operational performance of the business.

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International activities

IPG – The restructuring and re-organization of IPG is now complete suitewith Malta having become the centralized operation of banking services, with one of its key strategic pillars being the provision of payment services and funding of financial technology opportunities. Bank Frick holds acquiring licenses from both Visa and MasterCard and operates a branch in London. We have jointly identified several funding opportunities, including for our international activities. IPG’s new card issuing and merchant acquiring remittanceplatforms have been certified. As part of Visa’s merger with Visa Europe, Bank Frick is required to undergo recertification with Visa, which is currently underway and transaction processing activities as wellexpected to be completed during the calendar 2019.

    Once completed, IPG is expected to begin the deployment of its new opportunitiesproducts to the European SME market. During the third quarter of fiscal 2019, IPG also secured approval from the Mauritian regulators to become a principal member of China UnionPay for international issuing and acquiring. This approval has been shared with UnionPay and we are awaiting their acceptance of the same. Our beta prototype crypto-asset storage product is now ready, and we believe we will begin commercially rolling out this market-leading product with Bank Frick in early fiscal 2020.

Bank Frick – Bank Frick continues to develop its capacity and expertise in relation to cryptocurrency and blockchain. The investmentblockchain technology. It has expanded its headcount; however, its calendar 2018 performance was slightly lower than anticipated, which was largely due to investments in expanding headcount and improving systems. Bank Frick hascontinues to work closely with IPG regarding our acquiring, processing and cryptocurrency storage solution initiatives.

ZappGroup – Our new Africa-focused investment, ZappGroup made significant strides in its second quarter of existence. During Q2 2019, ZappGroup had signed up the potential to provide uslargest bank in Ghana and went live with a stable, long termbeta product. During the third quarter of fiscal 2019, ZappGroup progressed live testing and strategic relationshiphas also signed up two of the three largest mobile operators in Ghana. ZappGroup has also integrated with a fully licensed bank.the largest merchant network, (allowing it to reach many more merchants) and is expecting to achieve commercial launch in the first quarter of fiscal 2020. ZappGroup also commenced activities to sign customer contracts in Nigeria and is working closely with us and OneFi.

MasterpaymentOneFiProcessing for Bitstamp

In November 2017, Masterpayment was appointedGiven the success of it digital lending product, Pay-Later, in the third quarter of fiscal 2019, OneFi has rebranded as Carbon, expanding its offering as a full-fledged digital financial services platform that offers bill payments, fund transfers and savings, in addition to loans. OneFi is currently disbursing approximately 50,000 new partner for creditloans per month.

India – Our virtual card processing and acquiring for cryptocurrency purchases for Bitstamp, a leading global digital currency exchange andproject with MobiKwik has continued to demonstrate steady growth given the largest Bitcoin exchange in the EU in terms of volume. This partnership will allow Bitstamp customers to enjoy faster and more convenient transactions, while maintaining the same high-caliber security and has resulted in higher processing revenue as of a result of the increase in the number of transactions processedconstraints applied by Masterpayment. Masterpayment transaction volumes in December 2017 more than doubled compared to November 2017our current issuing bank partner. However, as a result of new regulatory guidelines, MobiKwik has applied for direct membership with Visa and once finalized, is expected to allow MobiKwik to expand issuances to its new cryptocurrency processing initiatives.

Mastertrading - Exit from Working Capital Financing and Supply Chain Solutions Business

millions of customers. MobiKwik has performed well in advance of expectations, primarily due to its successful transition to being a digital financial services provider. During the second quarteryear ended March 31, 2019, MobiKwik has more than doubled its revenue and halved its loss, keeping its momentum to reach breakeven in its current fiscal year. Digital financial services now account for approximately 25% of MobiKwik’s total monthly revenue compared to zero during the previous fiscal  2018, we re-evaluated the operating performance and ongoing viability of Masterpayment’s working capital financing and supply chain solutions offering and have determined to exit this portion of its business. While we believe we could scale this offering in the medium to long-term by focusing on customers and industries outside our initial target market, this standalone offering does not fit the International Payments Group strategy of providing payment solutions and working capital to small and medium-sized merchants. In order to focus on our stated international strategy, we have decided to wind-down the traditional working capital finance book issued to non-payment solutions customers.year.

The working capital book has reduced to $35.8 million, net of an allowance of $11.8 million allowance, as of December 31, 2017, from $56.5 million, net of an allowance of $4.0 million, as of September 2017. We have performed a detailed analysis of our U.S. and European books and have identified two customers included on the U.S. book servicing customers in the petroleum industry, totaling approximately $7.8 million, that we believe may not be able to settle their loan obligations due to us. We had expected repayment of the amounts due by these customers by November 2017, however, repayments were not received and we have not been able to negotiate a reasonable settlement plan with them.

32


While we continue to discuss recovery alternatives and procedures with these customers and our lawyers, it appears more likely than not at this stage that these customers will not be able to settle their obligations due to us in full, or even in part. We have created an allowance for doubtful working capital finance receivables related to the total amount due to us by these two customers.

Regarding the European component of the book, we have entered into an arrangement with Bank Frick under which they purchased the remaining book of $35.8 million from us in January 2018 at its face value. We have used the proceeds from this transaction to settle the amounts due by us to Bank Frick under the EUR 40 million and CHF 20 million revolving overdraft facilities in full and these facilities will be cancelled and we will be released from our guarantees.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially may result in materially different results under different assumptions and conditions. Management hasWe have identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K10-K/A for the year ended June 30, 2017:2018:

Recent accounting pronouncements adopted

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements adopted, including the dates of adoption and the effects on our unaudited condensed consolidated financial statements.

Recent accounting pronouncements not yet adopted as of DecemberMarch 31, 20172019

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of DecemberMarch 31, 2017,2019, including the expected dates of adoption and effects on our financial condition, results of operations and cash flows.

New U.S. Tax Legislation

On December 22, 2017, the “Tax Cuts and Jobs Act”, or TCJA, was enacted into law, significantly modifying U.S. federal tax laws. The TCJA reduces the federal statutory tax rate for corporations from 35% to 21% effective from January 1, 2018, eliminates alternative minimum tax for corporations, limits net operating loss carryforwards (and eliminates carrybacks), limits the deductibility of interest expense and transitions the system of U.S. international taxation of corporations from a worldwide tax system to a territorial tax system. Specifically, the transition to a territorial tax system is not expected to have a significant impact on our future consolidated effective tax rate as we generate the majority of our taxable income in tax jurisdictions with tax rates higher (mainly South Africa, where our income is taxed at 28%, and Korea, where our income is taxed at 22%) than the new federal statutory tax rate of 21%.

We are currently analyzing the impact of these changes on us; therefore, an estimate of the full impact on our deferred tax assets and liabilities, income tax expense, net income and other affected accounts is not yet available. We have a June year end and therefore we will use a blended rate of 28.10% for our tax year ending June 30, 2018, in the U.S. Certain of our deferred tax assets and liabilities which we expect will be utilized/ reversed during the period ended June 30, 2018, have been re-measured at this blended rate and those deferred taxes that we believe will only be utilized/ reversed in subsequent tax years, have been re-measured at 21%. The impact of the change in the tax rate on our deferred taxes included in our income tax expense during the three and six months ended December 31, 2017, was $0.3 million. We have also provided an additional valuation allowance of approximately $0.6 million related to net operating loss carryforwards that we do not believe will be utilized as a result of the enactment of the TCJA.

The TCJA also requires a U.S. shareholder of a specified foreign corporation to include a deemed repatriation of foreign earnings as part of the transition to a territorial tax system; however, we do not currently believe that we have a deemed repatriation transition tax liability.

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Currency Exchange Rate Information

Actual exchange rates

The actual exchange rates for and at the end of the periods presented were as follows:

Table 1 Three months ended  Six months ended  Year ended  Three months ended  Nine months ended  Year ended 
 December 31,  December 31,  June 30,  March 31,  March 31,  June 30, 
 2017  2016  2017  2016  2017  2019  2018  2019  2018  2018 
ZAR : $ average exchange rate 13.6318  13.9300  13.4025  14.0095  13.6147  14.0207  11.9614  14.1319  12.9291  12.8557 
Highest ZAR : $ rate during period 14.4645  14.4618  14.4645  14.8114  14.8114  14.6337  12.4308  15.4335  14.4645  14.4645 
Lowest ZAR : $ rate during period 12.3268  13.3634  12.3268  13.3000  12.4379  13.3064  11.5526  13.1528  11.5526  11.5526 
Rate at end of period 12.3689  13.7392  12.3689  13.7392  13.0535  14.4789  11.8255  14.4789  11.8255  13.7255 
                              
KRW : $ average exchange rate 1,107  1,159  1,120  1,140  1,141  1,125  1,072  1,125  1,104  1,098 
Highest KRW : $ rate during period 1,148  1,210  1,156  1,210  1,210  1,137  1,091  1,141  1,156  1,156 
Lowest KRW : $ rate during period 1,067  1,100  1,067  1,092  1,092  1,112  1,059  1,108  1,059  1,056 
Rate at end of period 1,067  1,207  1,067  1,207  1,144  1,137  1,061  1,137  1,061  1,114 

ZAR: US $ Exchange Rates

34

48


KRW: US $ Exchange Rates


Translation exchange rates for financial reporting purposes

We are required to translate our results of operations from ZAR and KRW to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the three and sixnine months ended DecemberMarch 31, 20172019 and 2016,2018, 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 Three months ended  Six months ended  Year ended  Three months ended  Nine months ended  Year ended 
 December 31,  December 31,  June 30,  March 31,  March 31,  June 30, 
 2017  2016  2017  2016  2017  2019  2018  2019  2018  2018 
Income and expense items: $1 = ZAR 13.6675  13.9434  13.4127  14.0292  13.6182 
Income and expense items: $1 = ZAR. 14.1703  11.9479  14.2665  12.8934  12.6951 
Income and expense items: $1 = KRW 1,107  1,172  1,125  1,152  1,146  1,131  1,067  1,124  1,099  1,095 
               
Balance sheet items: $1 = ZAR 12.3689  13.7392  12.3689  13.7392  13.0535  14.4789  11.8255  14.4789  11.8255  13.7255 
Balance sheet items: $1 = KRW 1,067  1,207  1,067  1,207  1,144  1,137  1,061  1,137  1,061  1,114 

Results of operations

The discussion of our consolidated overall results of operations is based on amounts as reflected in our unaudited condensed consolidated financial statements which are prepared in accordance with U.S. GAAP. We analyze our results of operations both in U.S. dollars, as presented in the consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the entities which contribute the majority of our profitsresults and is the currency in which the majority of our transactions are initially incurred and measured. Due to the significant impact of currency fluctuations between the U.S. dollar and ZAR on our reported results and because we use the U.S. dollar as our reporting currency, we believe that the supplemental presentation of our results of operations in ZAR is useful to investors to understand the changes in the underlying trends of our business.

Fiscal     DNI was accounted for using the equity method from August 1, 2017, until June 30, 2018, includes the resultsdate upon which we obtained control of Pros SoftwareDNI through the acquisition of an additional voting and C4U Maltaeconomic interest. Accordingly, the three and nine months ended March 31, 2019, included DNI for the entire period and excludes XeoHealth from November 1, 2017 as a resultconsolidated subsidiary. DNI was included as an equity-accounted investment for the entire third quarter of fiscal 2018 and for eight of the salenine months ended March 31, 2018. Except for the loss recognized on disposal of DNI, the business. Fiscal 2017 includesdeconsolidation of DNI on March 31, 2019, did not have an impact on the results of Pros Software from October 1, 2016,analysis presented below for the three and C4U Malta from November 1, 2016.nine months ended March 31, 2019.

Our operating segment revenue presented in “—"—Results of operations by operating segment”segment" represents total revenue per operating segment before inter-segment eliminations. Reconciliation between total operating segment revenue and revenue presented in our unaudited condensed consolidated financial statements is included in Note 1618 to those statements.

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We analyze our business and operations in terms of three inter-related but independent operating segments: (1) South African transaction processing, (2) International transaction processing and (3) Financial inclusion and applied technologies. In addition, corporate and corporate office activities that are impracticable to ascribe directly to any of the other operating segments, as well as any inter-segment eliminations, are included in corporate/eliminations.

SecondThird quarter of fiscal 20182019 compared to secondthird quarter of fiscal 20172018

The following factors had a significant influence on our results of operations during the secondthird quarter of fiscal 20182019 as compared with the same period in the prior year:

36


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:

  In U.S. Dollars 
Table 3 (U.S. GAAP) 
  Three months ended December 31, 
  2017  2016 $ % 
 $ ’000 $ ’000  change 
Revenue 148,416  151,433  (2%)
Cost of goods sold, IT processing, servicing and support 73,994  73,518  1% 
Selling, general and administration 49,392  41,703  18% 
Depreciation and amortization 8,723  10,623  (18%)
Operating income 16,307  25,589  (36%)
Interest income 4,705  5,061  (7%)
Interest expense 2,325  510  356% 
Income before income tax expense 18,687  30,140  (38%)
Income tax expense 10,062  10,984  (8%)
Net income before earnings from equity-accounted investments 8,625  19,156  (55%)
Earnings from equity-accounted investments 1,354  74  1,730% 
Net income 9,979  19,230  (48%)
Less net income attributable to non-controlling interest 357  589  (39%)
Net income attributable to us 9,622  18,641  (48%)
  In U.S. Dollars 
Table 3 (U.S. GAAP) 
  Three months ended March 31, 
  2019(A)   2018    
      As    
      restated(A)(B) $ % 
 $ ’000  $ ’000  change 
Revenue 86,484   162,721  (47%)
Cost of goods sold, IT processing, servicing and support 50,179   77,860  (36%)
Selling, general and administration 42,802   48,091  (11%)
Depreciation and amortization 9,881   9,341  6% 
Impairment loss 5,305   19,865  (73%)
Operating (loss) income (21,683)  7,564  nm 
Change in fair value of equity securities (26,263)  37,843  nm 
Loss on disposal of DNI 5,140   -  nm 
Interest income, net of impairment loss (959)  5,154  nm 
Interest expense 3,493   2,426  44% 
(Loss) income before income tax (benefit) expense (57,538)  48,135  nm 
Income tax (benefit) expense (2,490)  19,418  nm 
Net (loss) income before (loss) earnings from equity-accounted investments (55,048)  28,717  nm 
(Loss) earnings from equity-accounted investments (464)  3,960  nm 
Net (loss) income (55,512)  32,677  nm 
       Continuing (50,784)  29,386  nm 
       Discontinued (4,728)  3,291  nm 
(Add) Less net (loss) income attributable to non-controlling interest (728)  302  nm 
       Continuing (485)  302  nm 
       Discontinued (243)  -  nm 
Net (loss) income attributable to us (54,784)  32,375  nm 
       Continuing (50,299)  29,084  nm 
       Discontinued (4,485)  3,291  nm 

(A) Refer to Note 2 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.

  In South African Rand 
Table 4 (U.S. GAAP) 
  Three months ended December 31, 
  2017  2016    
  ZAR  ZAR  ZAR % 
  ’000  ’000  change 
Revenue 2,028,475  2,111,493  (4%)
Cost of goods sold, IT processing, servicing and support 1,011,312  1,025,093  (1%)
Selling, general and administration 675,065  581,482  16% 
Depreciation and amortization 119,222  148,120  (20%)
Operating income 222,876  356,798  (38%)
Interest income 64,306  70,568  (9%)
Interest expense 31,777  7,111  347% 
Income before income tax expense 255,405  420,255  (39%)
Income tax expense 137,522  153,154  (10%)
Net income before earnings from equity-accounted investments 117,883  267,101  (56%)
Earnings from equity-accounted investments 18,506  1,032  1,693% 
Net income 136,389  268,133  (49%)
Less net income attributable to non-controlling interest 4,879  8,213  (41%)
Net income attributable to us 131,510  259,920  (49%)
(B) Refer to Notes 1 to the unaudited condensed consolidated financial statements for additional information regarding the restatement.

50



  In South African Rand 
Table 4 (U.S. GAAP) 
  Three months ended March 31, 
  2019(A)  2018    
      As    
      restated(A)(B)  ZAR % 
  ZAR ’000   ZAR ’000  change 
Revenue 1,225,669   1,944,174  (37%)
Cost of goods sold, IT processing, servicing and support 711,146   930,263  (24%)
Selling, general and administration 606,599   574,586  6% 
Depreciation and amortization 140,036   111,606  25% 
Impairment loss 75,184   237,345  (68%)
Operating (loss) income (307,296)  90,374  nm 
Change in fair value of equity securities (372,204)  452,144  nm 
Loss on disposal of DNI 72,845   -  nm 
Interest income (13,591)  61,579  nm 
Interest expense 49,503   28,986  71% 
(Loss) income before income tax expense (815,439)  575,111  nm 
Income tax expense (35,289)  232,004  nm 
Net (loss) income before (loss) earnings from equity-accounted          
investments (780,150)  343,107  nm 
(Loss) earnings from equity-accounted investments (6,576)  47,314  nm 
Net (loss) income (786,726)  390,421  nm 
       Continuing (719,720)  351,100  nm 
       Discontinued (67,006)  39,321  nm 
(Add) Less net (loss) income attributable to non-controlling interest (10,317)  3,608  nm 
       Continuing (6,873)  3,608  nm 
       Discontinued (3,444)  -  nm 
Net (loss) income attributable to us (776,409)  386,813  nm 
       Continuing (712,847)  347,492  nm 
       Discontinued (63,562)  39,321  nm 

(A) Refer to Note 2 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.
(B) Refer to Notes 1 to the unaudited condensed consolidated financial statements for additional information regarding the restatement.

The decrease in revenue was primarily due to lower prepaid airtime sales,the expiration of our SASSA contract, elimination of fees earned on SASSA-Grindrod accounts and the effect of fewer ad hoc terminal sales, and a lower contribution from KSNETEPE accounts due to regulatory changes in South Korea, which wasthe auto-migration and its knock-on effect on related fees, financial and value-added services, partially offset by an improved contribution from Masterpayment, more fees generated from our EPE and ATM offerings, improved insurance activities, and a modest increase in the numberinclusion of SASSA UEPS/EMV beneficiaries paid.DNI.

In ZAR, the     The decrease in cost of goods sold, IT processing, servicing and support was primarily due to fewer SASSA Grindrod-account grant recipients utilizing the South African National Payment System which resulted in lower transactions costs incurred by us and fewer prepaid airtime and ad hoc terminal sales, which was partially offset by increasesthe inclusion of DNI. Our third quarter of fiscal 2019 expenses also included certain committed fixed and variable costs (including security, vehicle-related expenditures, banking fees and other transaction costs) that relate to the maintenance and expansion of our financial inclusion initiatives.

     In ZAR, the increase in goodsselling, general and administration expense was primarily due to the inclusion of DNI, payment of $4.5 million (ZAR 63.8 million) of retrenchment packages and an increase in costs at the international payments group as part of its restructuring and re-establishment initiatives, which was partially offset by the elimination of some operating costs related to our expired SASSA contract. Our third quarter of fiscal 2019 expense also includes certain committed fixed and variable costs (including premises and staff costs) that relate to the maintenance and expansion of our financial inclusion initiatives.

     Depreciation and amortization increased primarily due to the amortization of acquired intangible assets related to the DNI acquisition, partially offset by an increase in the number of tangible assets that became fully depreciated.

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     During the third quarter of fiscal 2019, we reviewed certain customer relationships identified as part of our acquisition of DNI for impairment because Cell C recently entered into a roaming arrangement with another South African mobile telecommunications network provider which will extend Cell C’s network coverage and this arrangement impacted the identified customer relationship recognized. As a consequence of the review, we recorded an impairment loss of $5.3 million related to a portion of the customer relationship during the third quarter of fiscal 2019. Refer to Note 9 of our unaudited condensed consolidated financial statements for additional information regarding the impairment loss.

     During the third quarter of fiscal 2018, we reviewed for impairment the goodwill identified and recognized pursuant to the Masterpayment and Masterpayment Financial Services acquisitions in April 2016 and November 2017, respectively, due to uncertainty surrounding the timing and amount of future net cash inflows following changes in the business strategy. As a consequence of this review, we recognized an impairment loss of approximately $19.9 million related to the entire carrying value of goodwill acquired.

     Our operating (loss) income margin for the third quarter of fiscal 2019 and 2018 was (25.1%) and 4.6%, respectively. Operating (loss) income margin excluding the impairment losses incurred during the respective periods would have been (18.9%) and 16.9%, respectively. We discuss the components of operating income margin under "—Results of operations by operating segment."

     The change in fair value of equity securities represents a non-cash fair value adjustment (loss) gain of $(26.3 million) related to Cell C and caused by reduced EBITDA levels in Cell C. Refer to Note 7 of our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation for the third quarter of fiscal 2019.

     We recognized a non-cash loss of $5.1 million related to the sale of DNI on March 31, 2019.

     Excluding the impact of the impairment of $2.6 million discussed in Note 8 of our unaudited condensed consolidated financial statements, interest on surplus cash decreased to $1.6 million (ZAR 23.3 million) from $5.2 million (ZAR 61.6 million), due primarily to the lower average daily ZAR cash balances resulting from our significant investments over the last 21 months and the cash used to fund the operating losses of the last quarter in the South African operations.

     Interest expense increased to $3.5 million (ZAR 49.5 million) from $2.4 million (ZAR 29.0 million), due to increased borrowings which we obtained to fund our ATMs, which was partially offset by a reduction in our long-term South African debt.

     Fiscal 2019 tax benefit was $2.5 million (ZAR 35.3 million) compared to a tax expense of $19.4 million (ZAR 232.0 million) in fiscal 2018. Our effective tax rate was adversely impacted by the valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by our South African businesses, the non-deductible impairment losses, the DNI disposal loss, and non-deductible expenses, including transaction-related expenditure and non-deductible interest on our South African long-term debt facility, which was partially offset by tax expense recorded by our profitable businesses in South Africa and South Korea. The deferred tax impact of the change in the fair value of our investment in Cell C also impacted the effective rate for fiscal 2019, as this amount is recorded at a lower rate (at a capital gains rate) than the South African statutory rate. The March 31, 2019, carrying value of our investment in Cell C is less than its initial cost and therefore it has a capital gains benefit for tax purposes, however, we do not expect to generate any significant capital gains in the foreseeable future and have provided a valuation allowance of $3.6 million related to this capital gains benefit deferred tax asset. Our effective tax rate for fiscal 2018, was 40.3% and was higher than the South African statutory rate as a result of the deferred tax impact of the increase in the fair value of our investment in Cell C, the impairment loss, non-deductible expenses (including transaction-related expenditure and non-deductible interest on our South African long-term facility).

     DNI was consolidated into our results for the third quarter of fiscal 2019. The consolidation of DNI has adversely impacted the comparability of our (loss) earnings from equity-accounted investments during the third quarter of fiscal 2019 because it was accounted for using the equity method during the third quarter of fiscal 2018. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first quarter and its annual results during our fourth quarter. The table below presents the relative (loss) earnings from our equity accounted investments:

Table 5 Three months ended March 31, 
  2019   2018 $ % 
 $ ’000  $ ’000  change 
Bank Frick (90)  653  nm 
Share of net income 52   747  (93%)
Amortization of intangible assets, net of deferred tax (142)  (94) 51% 
DNI -   3,291  nm 
       Share of net income -   3,628  nm 
       Amortization of intangible assets, net of deferred tax -   (337) nm 
Other (374)  16  nm 
       (Loss) earnings from equity accounted investments (464)  3,960  Nm 

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Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating income are illustrated below:

Table 6In U.S. Dollars (U.S. GAAP) 
 Three months ended March 31,
  2019   % of   2018   % of  % 
Operating Segment$ ’000   total  $ ’000   total  change 
Revenue:                  
       South African transaction processing 17,374   20%   73,508   45%  (76%)
       International transaction processing 34,358   40%   46,240   28%  (26%)
       Financial inclusion and applied technologies 36,650   42%   59,574   37%  (38%)
               Continuing 18,808   21%   59,574   37%  (68%)
               Discontinued 17,842   21%   -   -  nm 
                     Subtotal: Operating segments 88,382   102%   179,322   110%  (51%)
       Intersegment eliminations (1,898)  (2%)  (16,601)  (10%) (89%)
               Consolidated revenue 86,484   100%   162,721   100%  (47%)
                     Continuing 68,642   79%   162,721   100%  (58%)
                     Discontinued 17,842   21%   -   -  nm 
Operating (loss) income:                  
       South African transaction processing (12,954)  60%   12,719   168%  nm 
       International transaction processing 1,909   (9%)  (14,892)  (197%) nm 
       Financial inclusion and applied technologies 3,227   (15%)  14,968   198%  (78%)
               Continuing (4,911)  23%   14,968   198%  nm 
               Discontinued 8,138   (38%)  -   -  nm 
                     Subtotal: Operating segments (7,818)  36%   12,795   169%  nm 
       Corporate/Eliminations (13,865)  64%   (5,231)  (69%) 165% 
               Continuing (6,399)  30%   (5,231)  (69%) 22% 
               Discontinued (7,466)  34%   -   -  nm 
                      Consolidated operating (loss)income (21,683)  100%   7,564   100%  nm 
                             Continuing (22,355)  103%   7,564   100%  nm 
                             Discontinued 672   (3%)  -   -  nm 

53



Table 7 In South African Rand (U.S. GAAP) 
  Three months ended March 31, 
  2019       2018        
  ZAR   % of   ZAR   % of  % 
Operating Segment ’000   total   ’000   total  change 
Revenue:                  
       South African transaction processing 246,228   20%   878,266   45%  (72%)
       International transaction processing 486,928   40%   552,471   28%  (12%)
       Financial inclusion and applied technologies 519,411   42%   711,784   37%  (27%)
               Continuing 266,551   21%   711,784   37%  (63%)
               Discontinued 252,860   21%   -   -  nm 
                     Subtotal: Operating segments 1,252,567   102%   2,142,521   110%  (42%)
       Intersegment eliminations (26,898)  (2%)  (198,347)  (10%) (86%)
               Consolidated revenue 1,225,669   100%   1,944,174   100%  (37%)
                     Continuing 972,809   79%   1,944,174   100%  (50%)
                     Discontinued 252,860   21%   -   -  nm 
Operating (loss) income:                  
       South African transaction processing (183,587)  60%   151,965   168%  nm 
       International transaction processing 27,055   (9%)  (177,928)  (197%) nm 
       Financial inclusion and applied technologies 45,734   (15%)  178,836   198%  (74%)
               Continuing (69,599)  23%   178,836   198%  nm 
               Discontinued 115,333   (38%)  -   -  nm 
                     Subtotal: Operating segments (110,798)  36%   152,873   169%  nm 
       Corporate/Eliminations (196,498)  64%   (62,499)  (69%) 214% 
               Continuing (90,688)  30%   (62,499)  (69%) 45% 
               Discontinued (105,810)  34%   -   -  nm 
                        Consolidated operating (loss)income (307,296)  100%   90,374   100%  nm 
                             Continuing (316,819)  103%   90,374   100%  nm 
                            Discontinued 9,523   (3%)  -   -  nm 

South African transaction processing

     The decrease in segment revenue and operating income was primarily due to the substantial decrease in the number of SASSA grant recipients paid under our SASSA contract as the contract ended at the end of the first quarter of fiscal 2019. Our revenue and operating income was also adversely impacted by the significant reduction in the number of SASSA grant recipients with SASSA-branded Grindrod cards linked to Grindrod bank accounts as well as a lower number of EPE accounts. These decreases in revenue and operating income were partially offset by higher transaction revenue as a result of increased usage of our ATMs. Our South African transaction processing operating segment activities have been adversely impacted by the loss of EPE customers as a result of the events discussed under "Recent Developments—SASSA contract exit and summary of legal proceedings— Auto-migration of EPE customers to SAPO". Operating income for this operating segment for the third quarter of fiscal 2019 included retrenchment costs of $3.0 million (ZAR 41.7 million).

     Our operating (loss) income margin for the third quarter of fiscal 2019 and 2018 was (74.6%) and 17.3%, respectively. Excluding restructuring costs, the operating loss margin for the third quarter of fiscal 2019 was (57.5%).

International transaction-based activities

     Segment revenue was lower during the third quarter of fiscal 2019, primarily due to a contraction in IPG transactions processed, specifically meaningfully lower crypto-exchange and China processing activity, and modestly lower KSNET revenue as a result of lower transaction values processed. Operating income during the third quarter of fiscal 2018 was adversely impacted by a $19.9 million impairment loss and positively impacted by an ad hoc refund of indirect taxes of $2.5 million in Korea. Excluding the impact of the impairment loss and the ad hoc tax refund, operating income during the third quarter of fiscal 2019 was lower compared to fiscal 2018 due to the decrease in IPG revenues and resulting from these lower revenues, and partially offset by an improved contribution from KSNET, primarily as a result of a lower depreciation expense.

     IPG continues to work in close collaboration with Bank Frick and our other specialist departments to develop bespoke blockchain-based solutions, including a highly secure but easily accessible crypto-asset storage solution for crypto-asset investors and exchanges and incurred expenses of approximately $0.3 million during the third quarter of fiscal 2019 related to this project.

     Operating income (loss) margin for the third quarter of fiscal 2019 and 2018 was 5.6% and (32.2%), respectively. Excluding the goodwill impairment and ad hoc tax refund, segment operating income and margin for fiscal 2018 were $2.4 million and 5.2%, respectively.

54


Financial inclusion and applied technologies

     Segment revenue decreased primarily due to fewer prepaid airtime and value-added services purchased fromsales, lower lending and insurance revenue, and a decrease in inter-segment revenues, partially offset by the inclusion of DNI. Operating income was significantly lower than third parties,quarter of fiscal 2018, primarily due to lower revenue generation and higher expenses incurred to maintain and expand our financial service infrastructure, partially offset by the contribution from DNI. Operating income for this operating segment for the third quarter of fiscal 2019 included retrenchment costs of $1.6 million (ZAR 22.1 million).

     Operating income margin for the Financial inclusion and applied technologies segment was 8.8% and 25.1% during the third quarter of fiscal 2019 and 2018, respectively. Excluding restructuring costs, the operating income margin for the third quarter of fiscal 2019 was 13.1%.

Corporate/Eliminations

     Our corporate expenses generally include acquisition-related intangible asset amortization; expenses incurred related to acquisitions and investments pursued; expenditure related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officer’s insurance premiums; telecommunications expenses; and elimination entries.

     Our corporate expenses increased primarily due to increased usagea $5.3 million impairment loss as well as higher acquired intangible asset amortization, non-employee director expenses, transaction-related expenditures and external service provider fees.

Year to date fiscal 2019 compared to year to date fiscal 2018

     The following factors had a significant influence on our results of operations during the year to date fiscal 2019 as compared with the same period in the prior year:

55


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:

  In U.S. Dollars 
Table 8 (U.S. GAAP) 
  Nine months ended March 31, 
  2019(A)   2018    
      As    
      restated(A)(B) $ % 
 $ ’000  $ ’000  change 
Revenue 309,518   463,695  (33%)
Cost of goods sold, IT processing, servicing and support 173,680   226,506  (23%)
Selling, general and administration 155,676   141,417  10% 
Depreciation and amortization 30,528   27,030  13% 
Impairment loss 13,496   19,865  (32%)
Operating (loss) income (63,862)  48,877  nm 
Change in fair value of equity securities (42,099)  37,843  nm 
Loss on disposal of DNI 5,140   -  nm 
Interest income, net of impairment 586   14,903  (96%)
Interest expense 9,030   6,872  31% 
(Loss) income before income tax expense (119,545)  94,751  nm 
Income tax expense 1,702   39,757  (96%)
Net (loss) income before (loss) earnings from equity-accounted investments (121,247)  54,994  nm 
(Loss) earnings from equity-accounted investments (338)  7,389  nm 
Net (loss) income (121,585)  62,383  nm 
       Continuing (124,275)  57,181  nm 
       Discontinued 2,690   5,202  (48%)
Less net income attributable to non-controlling interest 2,339   903  159% 
       Continuing (1,362)  903  nm 
       Discontinued 3,701   -  nm 
Net (loss) income attributable to us (123,924)  61,480  nm 
       Continuing (122,913)  56,278  nm 
       Discontinued (1,011)  5,202  (119%)

(A)

Refer to Note 2 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.

(B)

Refer to Notes 1 to the unaudited condensed consolidated financial statements for additional information regarding the restatement.

56



  In South African Rand 
Table 9 (U.S. GAAP) 
  Nine months ended March 31, 
  2019(A)  2018    
      As    
      restated(A)(B)  ZAR % 
  ZAR ’000   ZAR ’000  change 
Revenue 4,415,955   5,978,605  (26%)
Cost of goods sold, IT processing, servicing and support 2,477,927   2,920,432  (15%)
Selling, general and administration 2,221,060   1,823,346  22% 
Depreciation and amortization 435,549   348,509  25% 
Impairment loss 192,551   256,127  (25%)
Operating (loss) income (911,132)  630,191  nm 
Change in fair value of equity securities (600,635)  487,925  nm 
Loss on disposal of DNI 73,333   -  nm 
Interest income, net of impairment 8,361   192,150  (96%)
Interest expense 128,833   88,603  45% 
(Loss) income before income tax expense (1,705,572)  1,221,663  nm 
Income tax expense 24,283   512,603  (95%)
Net (loss) income before (loss) earnings from equity-accounted          
investments (1,729,855)  709,060  nm 
(Loss) earnings from equity-accounted investments (4,822)  95,269  nm 
Net (loss) income (1,734,677)  804,329  nm 
       Continuing (1,773,056)  737,258  nm 
       Discontinued 38,379   67,071  (43%)
Less net income attributable to non-controlling interest 33,371   11,643  187% 
       Continuing (19,432)  11,643  nm 
       Discontinued 52,803   -  nm 
Net (loss) income attributable to us (1,768,048)  792,686  nm 
       Continuing (1,753,624)  725,615  nm 
       Discontinued (14,424)  67,071  nm 

(A) Refer to Note 2 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.
(B) Refer to Notes 1 to the unaudited condensed consolidated financial statements for additional information regarding the restatement.

     The decrease in revenue was primarily due to lower contributions received from our South African operations as a result of the end of our CPS contract with SASSA, which also resulted in fewer SASSA Grindrod-account grant recipients using the South African National Payment System to access their grants; the loss of our EPE account holders resulting in lower transaction fees; fewer prepaid airtime and value-added services sales; decreases in our insurance and lending activities and lower revenue contributions from South Korea and IPG; which was partially offset by beneficiariesthe inclusion of DNI and expenses incurred to operatehigher fee and transaction income from our EPE and ATM offerings.

     The decrease in cost of goods sold, IT processing, servicing and support was primarily due to fewer SASSA Grindrod-account grant recipients utilizing the South African National Payment System which resulted in lower transaction costs incurred by us and fewer prepaid airtime sales, which was partially offset by the inclusion of DNI, and expenses to support and expand our EPE and ATM offerings. Our year to date fiscal 2019 expense also included certain committed fixed and variable costs (including security, vehicle-related expenditures, banking fees and other transaction costs) that relate to the maintenance and expansion of our financial inclusion initiatives. SASSA’s initiatives to convert grant recipients to the new SAPO account, often unilaterally and without the recipient’s consent, have resulted in us incurring certain expenses without any associated significant revenue generated from these activities.

     For instance, we have deployed our mobile payment infrastructure into areas in which we believed that EPE accountholders would utilize our infrastructure, however these individuals did not use the infrastructure because they were auto-migrated to new SAPO accounts.

The increase in selling, general and administration expense was primarily due to an increase in our allowance for doubtful finance loans receivable of approximately $23.4 million, the inclusion of DNI, payment of $5.2 million (ZAR 73.7 million) of retrenchment packages, an increase in costs at the international payments group as part of its restructuring and re-establishment initiatives and higher staff costs. Our year to date fiscal 2019 expenses also include committed fixed and variable costs (including premises and staff costs) that relate to the maintenance and expansion of our financial inclusion initiatives. Our year to date fiscal 2018 includes the impact of an allowance for doubtful Mastertrading working capital finance receivables of $7.8 million.

57


     Depreciation and amortization increased primarily due to the amortization of acquired intangible assets related to the DNI acquisition, partially offset by an increase in the number of tangible assets that became fully depreciated.

     During the year to date fiscal 2019, we recognized an impairment loss of approximately $13.5 million, which included $7.0 million related to entire amount of IPG goodwill and $5.3 million related to DNI customer relationships. Given the impactconsolidation and restructuring of October 2017 annual salary increasesIPG over the period through December 2018, several business lines were terminated or meaningfully reduced, resulting in lower than expected revenues, profits and cash flows we reviewed and impaired the goodwill. We also reviewed  reviewed certain customer relationships identified as part of our acquisition of DNI for ourimpairment because Cell C recently entered into a roaming arrangement with another South African employees,mobile telecommunications network provider which will extend Cell C’s network coverage and this arrangement impacted the identified customer relationship recognized. As a consequence, we recorded an impairment loss of $5.3 million related to a portion of the customer relationship. Refer to Note 9 of our unaudited condensed consolidated financial statements for additional information regarding the impairment losses.

     During the year to date fiscal 2018, we reviewed for impairment the goodwill identified and recognized pursuant to the Masterpayment and Masterpayment Financial Services acquisitions in April 2016 and November 2017, respectively, due to uncertainty surrounding the timing and amount of future net cash inflows following changes in the business strategy. As a consequence of this review, we recognized an impairment loss of approximately $19.9 million related to the entire carrying value of goodwill acquired.

     Our operating (loss) income margin for year to date fiscal 2019 and 2018 was (20.6%) and 10.5% respectively. We discuss the components of operating income margin under "—Results of operations by operating segment." Our operating margin declined primarily due to an increase in our allowance for doubtful finance loans receivable resulting fromof approximately $23.4 million, impairment losses and losses incurred running our financial inclusion infrastructure.

     The change in fair value of equity securities represents a commensurate increasenon-cash fair value adjustment (loss) gain related of $(42 million) related to Cell C caused by a combination of lower EBITDA levels in our lending book in the last lending cycle of calendar 2017,Cell C as well as increases in goodsreduced market multiples. Refer to Note 7 for the methodology and services purchased from third parties. These increases were partially offset by fewer agent incentive costs paid in Korea due to weaker trading conditions in fiscal 2018, lower executive remuneration and lower transaction-related expenditures of $0.6 million, compared to $1.2 millioninputs used in the prior year.fair value calculation.

37


Depreciation and amortization decreased primarily due to lower overall amortization    We recognized a non-cash loss of intangible assets that are fully amortized and tangible assets that are fully depreciated.

Our operating income margin for second quarter of fiscal 2018 and 2017 was 11% and 17% respectively. Operating income margin excluding the $7.8$5.1 million valuation allowance would have been 16% in fiscal 2018. We discuss the components of operating income margin under “—Results of operations by operating segment.” The decrease was primarily attributable to higher cost of goods sold, IT processing, servicing and support relativerelated to the reductionsale of DNI on March 31, 2019.

     Excluding the impact of the impairment of $5.4 million discussed in revenue.

InterestNote 8 of our unaudited condensed consolidated financial statements, interest on surplus cash decreased to $4.7$6.0 million (ZAR 64.385.4 million) from $5.1$14.9 million (ZAR 70.6192.2 million), due primarily to the lower average daily ZAR cash balances partially offset by interest earned onresulting from our significant investments over the loanlast 21 months as well as cash utilized to Finbond.fund operating losses in the South African operations.

Interest expense increased to $2.3$9.0 million (ZAR 31.8129.0 million) from $0.5$6.9 million (ZAR 7.188.6 million), due primarily to interest on the South African facilityincreased borrowings which we obtained to partially fund our investment in Cell C,strategic investments and fund our ATMs, which was partially offset by lower averagea reduction in our long-term debt balanceSouth African debt. Interest expense for the year to date fiscal 2018 included interest on our South Korean debt, as a result of repayment of the debt in fullwhich was fully repaid in October 2017.

Fiscal 20182019 tax expense was $10.1$1.7 million (ZAR 137.524.3 million) compared to $11.0$39.7 million (ZAR 153.2512.6 million) in fiscal 2017.2018. Our effective tax rate was adversely impacted by the valuation allowances created related to the deferred tax assets recognized in respect of net operating losses incurred by our South African businesses, the non-deductible impairment losses, the DNI disposal loss, and non-deductible expenses, including transaction-related expenditure and non-deductible interest on our South African long-term debt facility, which was partially offset by tax expense recorded by our profitable businesses in South Africa and South Korea. The deferred tax impact of the change in the fair value of our investment in Cell C also impacted the effective rate for fiscal 2019, as this amount is recorded at a lower rate (at a capital gains rate) than the South African statutory rate. The March 31, 2019, carrying value of our investment in Cell C is less than its initial cost and therefore it has a capital gains benefit for tax purposes, however, we do not expect to generate any significant capital gains in the foreseeable future and have provided a valuation allowance of $3.6 million related to this capital gains benefit deferred tax asset. Our effective tax rate for fiscal 2018, was 53.8%42.0% and was higher than the South African statutory rate as a result of the deferred tax impact of the increase in the fair value of our investment in Cell C, the impairment loss, a valuation allowance provided related to an allowance for doubtful working capital finance receivables created, non-deductible expenses (including transaction-related expenditure and non-deductible interest on our South African long-term facility) and the impact of the changes in U.S. federal statutory tax law. Our effective tax rate

     DNI was not accounted for using the equity method during the third quarter of fiscal 2017, was 36.4% and was higher than the South African statutory rate as a result2019 because it is consolidated. The consolidation of non-deductible expenses.

EarningsDNI has adversely impacted our (loss) earnings from equity-accounted investments increased primarily due toduring the inclusionthird quarter of fiscal 2019. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our portion of DNIfirst quarter and Bank Frick.its annual results during our fourth quarter.

58


     The table below presents the relative (loss) earnings (loss) from our equity accounted investments:

Table 5 Three months ended December 31, 
Table 10 Nine months ended March 31, 
 2017  2016 $ %  2019 2018 $ % 
$ ’000 $ ’000  change $ ’000�� $ ’000  change 
DNI 1,046  -  nm 
Bank Frick (1,895)  975  nm 
Share of net income 1,832  -  nm  616   1,234  nm 
Amortization of intangible assets, net of deferred tax (786) -  nm  (427)  (259) 65% 
Bank Frick 322  -  nm 
Other (2,084)  -  nm 
DNI -   5,202  nm 
Share of net income 487  -  nm  -   6,868  nm 
Amortization of intangible assets, net of deferred tax (165) -  nm  -   (1,666) nm 
Finbond -  -  nm  1,875 1,101 70% 
Other (14) 74  (119%) (318)  111 nm 
Earnings from equity accounted investments 1,354  74  1,730% 
(Loss) earnings from equity accounted investments (338)  7,389 nm 

38


Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating income are illustrated below:

Table 6 In U.S. Dollars (U.S. GAAP) 
Table 11 In U.S. Dollars (U.S. GAAP) 
 Three months ended December 31,  Nine months ended March 31, 
 2017  % of  2016  % of  %  2019 % of 2018 % of % 
Operating Segment$ ’000  total $ ’000  total  change $ ’000  total $ ’000  total  change 
Revenue:                          
South African transaction processing 64,148  43%  59,862  40%  7%  77,093 25% 204,093 44% (62%)
International transaction processing 44,185  30%  44,000  29%  -  111,869 36% 136,447 29% (18%)
Financial inclusion and applied technologies 54,131  36%  59,258  39%  (9%) 128,611   42%   168,018   36%  (23%)
Continuing 72,274   24%   168,018   36%  (57%)
Discontinued 56,337   18%   -   -  nm 
Subtotal: Operating segments 162,464  109%  163,120  108%  -  317,573 103% 508,558 109% (38%)
Intersegment eliminations (14,048) (9%) (11,687) (8%) 20%  (8,055)  (3%)  (44,863)  (9%) (82%)
Consolidated revenue 148,416  100%  151,433  100%  (2%) 309,518   100%   463,695   100%  (33%)
Operating income (loss):               
Continuing 253,181   82%   463,695   100%  (45%)
Discontinued 56,337   18%   -   -  nm 
Operating (loss) income:           
South African transaction processing 13,470  83%  15,372  60%  (12%) (28,297) 44% 38,521 79% nm 
International transaction processing (4,991) (31%) 3,904  15%  (228%) 628 (1%) (14,567) (30%) nm 
Financial inclusion and applied technologies 12,737  78%  14,107  55%  (10%) (4,009)  6%   41,625   85%  nm 
Continuing (28,409)  44%   41,625   85%  nm 
Discontinued 24,400   (38%)      -  nm 
Subtotal: Operating segments 21,216  130%  33,383  130%  (36%) (31,678) 49% 65,579 134% nm 
Corporate/Eliminations (4,909) (30%) (7,794) (30%) (37%) (32,184)  51%   (16,702)  (34%) 93% 
Consolidated operating income 16,307  100%  25,589  100%  (36%)
Continuing (19,465)  31%   (16,702)  (34%) 17% 
Discontinued (12,719)  20%   -   -  nm 
Consolidated operating (loss)income (63,862)  100%   48,877   100%  nm 
Continuing (75,543)  118%   48,877   100%  nm 
Discontinued 11,681   (18%)  -   -  nm 

59



Table 7 In South African Rand (U.S. GAAP) 
Table 12 In South African Rand (U.S. GAAP) 
 Three months ended December 31,  Nine months ended March 31, 
 2017     2016            2018     
 ZAR  % of  ZAR  % of  %  2019 % of ZAR % of % 
Operating Segment ’000  total  ’000  total  change  ZAR ’000  total  ’000  total  change 
Revenue:                          
South African transaction processing 876,743  43%  834,680  40%  5%  1,099,901 25% 2,631,453 44% (58%)
International transaction processing 603,898  30%  613,510  29%  (2%) 1,596,057 36% 1,759,266 29% (9%)
Financial inclusion and applied technologies 739,835  36%  826,258  39%  (10%) 1,834,919   42%   2,166,323   36%  (15%)
Continuing 1,031,148   24%   2,166,323   36%  (52%)
Discontinued 803,771   18%   -   -  nm 
Subtotal: Operating segments 2,220,476  109%  2,274,448  108%  (2%) 4,530,877 103% 6,557,042 109% (31%)
Intersegment eliminations (192,001) (9%) (162,955) (8%) 18%  (114,922)  (3%)  (578,437)  (9%) (80%)
Consolidated revenue 2,028,475  100%  2,111,493  100%  (4%) 4,415,955   100%   5,978,605   100%  (26%)
Operating income (loss):               
Continuing 3,612,184   82%   5,978,605   100%  (40%)
Discontinued 803,771   18%   -   -  nm 
Operating (loss) income:           
South African transaction processing 184,101  83%  214,338  60%  (14%) (403,719) 44% 496,667 79% nm 
International transaction processing (68,214) (31%) 54,435  15%  (225%) 8,960 (1%) (187,818) (30%) nm 
Financial inclusion and applied technologies 174,083  78%  196,700  55%  (11%) (57,197)  6%   536,688   85%  nm 
Continuing (405,317)  44%   536,688   85%  nm 
Discontinued 348,120   (38%)  -   -  nm 
Subtotal: Operating segments 289,970  130%  465,473  130%  (38%) (451,956) 49% 845,537 134% nm 
Corporate/Eliminations (67,094) (30%) (108,675) (30%) (38%) (459,176)  51%   (215,346)  (34%) 113% 
Consolidated operating income 222,876  100%  356,798  100%  (38%)
Continuing (277,711)  31%   (215,346)  (34%) 29% 
Discontinued (181,465)  20%   -   -  nm 
Consolidated operating (loss)income (911,132)  100%   630,191   100%  nm 
Continuing (1,077,787)  118%   630,191   100%  nm 
Discontinued 166,655   (18%)  -   -  nm 

South African transaction processing

The increasedecrease in segment revenue and operating income was primarily due to the substantial decrease in the number of SASSA grant recipients paid under our SASSA contract as the contract expired at the end of the first quarter of fiscal 2019. Our revenue and operating income was also adversely impacted by the significant reduction in the number of SASSA grant recipients with SASSA-branded Grindrod cards linked to Grindrod bank accounts as well as a lower number of EPE accounts. These decreases in revenue and operating income were partially offset by higher EPE transaction revenue as a result of increased usage of our ATMs, increased inter-segment transaction processing activities and a modest increase in the number of social welfare grants distributed.ATMs. Operating income decreased primarily duefor this operating segment for the year to an increase in inter-segment charges, the impactdate fiscal 2019 included retrenchment costs of annual salary increases granted to our South African employees in October 2017 and increases in goods and services purchased from third parties. These decreases were partially offset by the aforementioned increases in segment revenue.$3.7 million (ZAR 51.6 million).

Our operating (loss) income margin for the second quarter ofyear to date fiscal 2019 and 2018 was (36.7%) and 2017 was 21% and 26%18.9%, respectively. OurExcluding restructuring costs, the operating loss margin for the year to date fiscal 2018 margin2019 was (31.9%).

International transaction-based activities

     Segment revenue was lower during the year to date fiscal 2019, primarily due to a contraction in IPG transactions processed, specifically meaningfully lower crypto-exchange and China processing activity, and lower KSNET revenue as a result of lower transaction values processed. Operating income during the year to date fiscal 2019 was adversely impacted by the annual salary increases granted to our South African employees in October 2017 and increases in goods and services purchased from third parties.

International transaction-based activities

Segment revenue was slightly higher during the second quarter of fiscal 2018, primarily due to ongoing impact of regulatory changes in South Korea on KSNET’s revenue, largely offset by increased contributions from Masterpayment.a $7.0 million impairment loss. Operating income during the second quarter ofyear to date fiscal 2018 was lower due to anadversely impacted by a $19.9 million impairment loss, a Mastertrading allowance for doubtful working capital finance receivable of $7.8 million, a decrease in revenue at KSNET and losses incurred by all other major contributors to the segment. Operating income and margin for the second quarter of fiscal 2017 was positively impacted by aan ad hoc refund of indirect taxes of $2.5 million in Korea. Excluding the combined impact of the impairment losses, the allowance for doubtful finance loans receivable and the ad hoc tax refund, operating income during the year to date fiscal 2019 was lower compared to fiscal 2018 due to a decrease in IPG revenues and ongoing losses at Masterpayment during the year to date fiscal 2019, but such decrease was partially offset by an improved contribution from KSNET primarily as a result of lower depreciation expense.

     IPG continues to work in close collaboration with Bank Frick and our other specialist departments to develop bespoke blockchain-based solutions, including a highly secure but easily accessible crypto-asset storage solution for crypto-asset investors and exchanges and incurred expenses of approximately $0.8$0.7 million that had been paid several years ago in connection with industry-wide litigation that has now been finalized.during the year to date fiscal 2019 related to this project.

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Operating (loss) income margin for the second quarter ofyear to date fiscal 2019 and 2018 was 0.6% and 2017 was (11%(10.7%) and 9%, respectively. Excluding the goodwill impairment, segment operating income and margin for fiscal 2019 were $7.6 million and 6.8%, respectively. Excluding the impairment loss, the Mastertrading allowance for doubtful working capital finance receivables and the adhoc tax refund, segment operating income and margin for fiscal 2018 were $2.8$10.6 million and 6%7.7% respectively.

Financial inclusion and applied technologies

Financial inclusion and applied technologies     Segment revenue decreased primarily due to fewer prepaid airtime and other value addedvalue-added services sales, as well as lower ad hoc terminal sales,lending and insurance revenues, and a decrease in inter-segment revenues, partially offset by increased volumes in our insurance businesses, and an increase in inter-segment revenues.the inclusion of DNI. Operating income was also impacted by these factors as well as an increase insignificantly lower than year to date fiscal 2018, primarily due to the allowance for doubtful finance loans receivable resulting from a commensurate increase in our lending bookof $23.4 million recognized in the last lending cyclesecond quarter and expenses incurred to maintain and expand our financial service infrastructure, partially offset by the contribution from DNI. Operating income for this operating segment for the year to date fiscal 2019 included retrenchment costs of calendar 2017.$1.6 million (ZAR 22.1 million).

Operating (loss) income margin for the Financial inclusion and applied technologies segment was 24% during each of the second quarter of fiscal 2018(3.1%) and 2017, respectively, and was impacted by fewer low margin prepaid product sales, improved revenues from our insurance businesses and an increase in inter-segment revenues, offset by fewer ad hoc terminal and annual salary increases granted to our South African employees and the increase in the allowance for credit losses.

Corporate/Eliminations

Our corporate expenses generally include acquisition-related intangible asset amortization; expenses incurred related to acquisitions and investments pursued; expenditure related to compliance with Sarbanes-Oxley Act of 2002; non-employee directors’ fees; employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officers insurance premiums; telecommunications expenses; property-related expenditures including utilities, rental, security and maintenance; and elimination entries.

Our corporate expenses have decreased primarily due to lower transaction-related expenditures, a $0.5 million profit related to the sale of XeoHealth, and lower executive compensation, which was partially offset by a modest increases in U.S. dollar denominated goods and services purchased from third parties and directors’ fees.

First half of fiscal 2018 compared to first half of fiscal 2017

The following factors had a significant influence on our results of operations24.8% during the first half ofyear to date fiscal 2018 as compared with the same period in the prior year:

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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:

  In U.S. Dollars 
Table 8 (U.S. GAAP) 
  Six months ended December 31, 
  2017  2016 $ % 
 $ ’000 $ ’000  change 
Revenue 300,974  307,066  (2%)
Cost of goods sold, IT processing, servicing and support 148,646  148,298  0% 
Selling, general and administration 93,326  80,171  16% 
Depreciation and amortization 17,689  20,827  (15%)
Operating income 41,313  57,770  (28%)
Interest income 9,749  9,365  4% 
Interest expense 4,446  1,306  240% 
Income before income tax expense 46,616  65,829  (29%)
Income tax expense 20,339  22,087  (8%)
Net income before earnings from equity-accounted investments 26,277  43,742  (40%)
Earnings from equity-accounted investments 3,429  733  368% 
Net income 29,706  44,475  (33%)
Less net income attributable to non-controlling interest 601  1,202  (50%)
Net income attributable to us 29,105  43,273  (33%)

  In South African Rand 
Table 9 (U.S. GAAP) 
  Six months ended December 31, 
  2017  2016    
  ZAR  ZAR  ZAR % 
  ’000  ’000  change 
Revenue 4,036,874  4,307,891  (6%)
Cost of goods sold, IT processing, servicing and support 1,993,745  2,080,503  (4%)
Selling, general and administration 1,251,754  1,124,735  11% 
Depreciation and amortization 237,257  292,187  (19%)
Operating income 554,118  810,466  (32%)
Interest income 130,760  131,383  (0%)
Interest expense 59,633  18,322  225% 
Income before income tax expense 625,245  923,527  (32%)
Income tax expense 272,801  309,863  (12%)
Net income before earnings from equity-accounted investments 352,444  613,664  (43%)
Earnings from equity-accounted investments 45,992  10,283  347% 
Net income 398,436  623,947  (36%)
Less net income attributable to non-controlling interest 8,061  16,863  (52%)
Net income attributable to us 390,375  607,084  (36%)

The decrease in revenue was primarily due to lower prepaid airtime sales, fewer ad hoc terminal sales, and a lower contribution from KSNET due to regulatory changes in South Korea, which was partially offset by an improved contribution from Masterpayment and Transact 24, more fees generated from our EPE and ATM offerings, improved insurance activities, and an increase in the number of SASSA UEPS/EMV beneficiaries paid.

In ZAR, the decrease in cost of goods sold, IT processing, servicing and support was primarily due to fewer prepaid airtime and ad hoc terminal sales, which was partially offset by increases in goods and services purchased from third parties, higher expenses incurred due to increased usage of the South African National Payment System by beneficiaries, and expenses incurred to operate our EPE and ATM offerings.

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Our selling, general and administration expense increased primarily due to an allowance for doubtful working capital finance receivables of $7.8 million, the impact of October 2017 annual salary increases for our South African employees, an increase in our allowance for doubtful finance loans receivable, higher transaction related expenditures, and an increase in goods and services purchased from third parties. These increases were partially offset by fewer agent incentive costs paid in Korea due to weaker trading conditions in fiscal 2018 and lower executive remuneration in fiscal 2018. Fiscal 2017 includes $1.8 million related to the reversal of stock-based compensation charges related to awards of restricted stock with performance conditions which we believe will not be achieved.

Depreciation and amortization decreased primarily due to lower overall amortization of intangible assets that are fully amortized and tangible assets that are fully depreciated.

Our operating income margin for first half of fiscal 2018 and 2017 was 14% and 19% respectively. Excluding restructuring costs, the $7.8 million valuation allowance for Masterpayment, fiscal 2018 operating income margin would have been 16%. We discuss the components of operating income margin under “—Results of operations by operating segment.” The decrease was primarily attributable to higher cost of goods sold, IT processing, servicing and support relative to the reduction in revenue.

In ZAR, interest on surplus cash decreased to $9.6 million (ZAR 130.8 million) from $9.4 million (ZAR 131.4 million), due primarily to lower average daily ZAR cash balances, partially offset by interest earned on the loan to Finbond.

Interest expense increased to $4.4 million (ZAR 59.6 million) from $1.3 million (ZAR 18.3 million), due primarily to interest on the South African facility we obtained to partially fund our investment in Cell C, somewhat offset by lower average long-term debt balance on our South Korean debt and a lower interest rate.

Fiscal 2018 tax expense was $20.3 million (ZAR 272.8 million) compared to $21.9 million (ZAR 239.7 million) in fiscal 2017. Our effective tax rate for fiscal 2018, was 43.6% and was higher than the South African statutory rate as a result of a valuation allowance provided related to an allowance for doubtful working capital finance receivables created, non-deductible expenses (including transaction-related expenditure and non-deductible interest on our South African long-term facility) and the impact of the changes in U.S. federal statutory tax law. Our effective tax rate for fiscal 2017, was 33.6% and was higher than the South African statutory rate as a result of non-deductible expenses and the tax impact attributable to distributions from our South African subsidiary.

Earnings from equity-accounted investments increased primarily due to the inclusion of our portion of DNI and Bank Frick and an increase, in USD, in Finbond’s net income. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first half and its annual results during our fourth quarter. The table below presents the relative earnings (loss) from our equity accounted investments:

Table 10 Six months ended December 31, 
  2017   2016 $ % 
 $ ’000  $ ’000  change 
DNI 1,911   -  nm 
       Share of net income 3,240   -  nm 
       Amortization of intangible assets, net of deferred tax (1,329)  -  nm 
Bank Frick 322   -  nm 
       Share of net income 487   -  nm 
       Amortization of intangible assets, net of deferred tax (165)  -  nm 
Finbond 1,101   930  18% 
Other 95   (197) (148%)
       Earnings from equity accounted investments 3,429   733  368% 

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Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating income are illustrated below:

Table 11 In U.S. Dollars (U.S. GAAP) 
  Six months ended December 31, 
  2017  % of  2016  % of  % 
Operating Segment$ ’000  total $ ’000  total  change 
Revenue:               
South African transaction processing 130,585  43%  117,430  38%  11% 
International transaction processing 90,207  30%  90,190  29%  - 
Financial inclusion and applied technologies 108,444  36%  122,800  40%  (12%)
       Subtotal: Operating segments 329,236  109%  330,420  107%  - 
       Intersegment eliminations (28,262) (9%) (23,354) (7%) 21% 
             Consolidated revenue 300,974  100%  307,066  100%  (2%)
Operating income (loss):               
South African transaction processing 25,802  62%  28,920  50%  (11%)
International transaction processing 325  1%  9,721  17%  (97%)
Financial inclusion and applied technologies 26,657  65%  29,290  51%  (9%)
       Subtotal: Operating segments 52,784  128%  67,931  118%  (22%)
       Corporate/Eliminations (11,471) (28%) (10,161) (18%) 13% 
               Consolidated operating income 41,313  100%  57,770  100%  (28%)

Table 12 In South African Rand (U.S. GAAP) 
  Six months ended December 31, 
  2017     2016       
  ZAR  % of  ZAR  % of  % 
Operating Segment ’000  total  ’000  total  change 
Revenue:               
South African transaction processing 1,751,497  43%  1,647,449  38%  6% 
International transaction processing 1,209,919  30%  1,265,294  29%  (4%)
Financial inclusion and applied technologies 1,454,527  36%  1,722,786  40%  (16%)
       Subtotal: Operating segments 4,415,943  109%  4,635,529  107%  (5%)
       Intersegment eliminations (379,069) (9%) (327,638) (7%) 16% 
              Consolidated revenue 4,036,874  100%  4,307,891  100%  (6%)
Operating income (loss):               
South African transaction processing 346,074  62%  405,724  50%  (15%)
International transaction processing 4,359  1%  136,378  17%  (97%)
Financial inclusion and applied technologies 357,542  65%  410,915  51%  (13%)
       Subtotal: Operating segments 707,975  128%  953,017  118%  (26%)
       Corporate/Eliminations (153,857) (28%) (142,551) (18%) 8% 
               Consolidated operating income 554,118  100%  810,466  100%  (32%)

South African transaction processing

The increase in segment revenue was primarily due to higher EPE transaction revenue as a result of increased usage of our ATMs, increased inter-segment transaction processing activities and a modest increase in the number of social welfare grants distributed. Operating income decreased primarily due to an increase in inter-segment charges, the impact of annual salary increases granted to our South African employees in October 2017 and increases in goods and services purchased from third parties, partially offset by higher EPE transaction revenue as a result of increased usage of our ATMs, increased inter-segment transaction processing activities and a modest increase in the number of social welfare grants distributed.

Our operating income margin for the first half ofyear to date fiscal 2018 and 20172019 was 20% and 25%, respectively.(1.9%).

Corporate/Eliminations

     Our fiscal 2018 margin was adversely impacted by the annual salary increases granted to our South African employees in October 2017 and increases in goods and services purchased from third parties.

International transaction-based activities

Segment revenue was slightly higher during the first half of fiscal 2018, primarily due to increased contributions from Masterpayment and Transact24, largely offset by the ongoing impact of regulatory changes in South Korea on KSNET’s revenue. Operating income during the first half of fiscal 2018 was lower due to an allowance for doubtful working capital finance receivable of $7.8 million, a decrease in revenue at KSNET, partially offset by a smaller loss incurred by Masterpayment.

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Operating income and margin for the first half of fiscal 2017, was also positively impacted by a refund of approximately $0.8 million that had been paid several years ago in connection with industry-wide litigation that has now been finalized.

Operating income margin for the first half of fiscal 2018 and 2017 was 0% and 11%, respectively. Excluding the Mastertrading allowance for doubtful working capital finance receivables, segment operating income and margin were $8.1 million and 9% respectively.

Financial inclusion and applied technologies

Financial inclusion and applied technologies revenue decreased primarily due to fewer prepaid airtime and other value added services sales, as well as lower ad hoc terminal sales, partially offset by increased volumes in our insurance businesses, and an increase in inter-segment revenues. Operating income was also impacted by these factors as well as an increase in the allowance for doubtful finance loans receivable resulting from a commensurate increase in our lending book in the last lending cycle of calendar 2017.

Operating income margin for the Financial inclusion and applied technologies segment was 25% and 24% during the first half of fiscal 2018 and 2017, respectively, and hascorporate expenses increased primarily due to fewer low margin prepaid product sales, improved revenues from our insurance businesses and an increase in inter-segment revenues, offset by fewer ad hoc terminal and annual salary increases granted to our South African employees and the increase in the allowance for credit losses.

Corporate/Eliminations

Our corporatea $5.3 million impairment loss as well as higher acquired intangible asset amortization, non-employee director expenses, have increased primarily due to higher transaction-related expenditures and modest increases in U.S. dollar denominated goods and services purchased from third parties and directors’external service provider fees. Our corporate expenses for the first half of fiscal 2017, includes the reversal of $1.8 million of stock-based compensation charges.

Liquidity and Capital Resources

At DecemberMarch 31, 2017,2019, our cash and cash equivalents were $64.9$48.8 million and comprised mainlyZAR-denominated balances of ZAR 263.0 million ($18.2 million),  KRW-denominated balances of KRW 28.117.2 billion ($24.4 million), ZAR-denominated balances of ZAR 272.0 million ($22.015.1 million), U.S. dollar-denominated balances of $11.4$10.7 million, and other currency deposits, primarily euros,Botswana pula, of $7.1$4.7 million, all amounts translated at exchange rates applicable as of DecemberMarch 31, 2017.2019. The decrease in our unrestricted cash balances from June 30, 2017,2018, was primarily due to our investments in DNI, Bank Frick, Cell C and a $9 million listed note,significantly weaker trading activities, scheduled debt repayments, of our South African long-term debt, unscheduled repayment of Korean debt in full, growth in our South African lending book,dividend payments to non-controlling interests and capital expenditures, which was partially offset by cash generated by mostthe contribution from the inclusion of DNI, and a decrease in our core businesses.South African lending book.

We currently believe that our cash and credit facilities are sufficient to fund our future operations for at least the next four quarters.

We generally invest theany 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. We have invested surplus cash in Korea in KRW-dominated short-term investment accounts at Korean banking institutions.

Historically, we have financed most of our operations, research and development, working capital, and capital expenditures, as well as acquisitions and acquisitionsstrategic investments, through internally generated cash.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. Recently, we have been required to utilize our short-term financing facilities to fund our daily cash requirements as we adapt to the expiration of the SASSA contract in September 2018 and the transition of our business model. We The board is actively managing our liquidity in the light of the significant changes underway in our business and we currently believe that our cash and credit facilities are sufficient to fund our future operations for at least the next four quarters.

Available short-term borrowings

We also have a short-term South African credit facility with Nedbank of ZAR 400450.0 million ($32.331.1 million), which consists of (i) a primary amount of up to ZAR 200450 million, ($31.1 million) and (ii) a secondary amount, of up to ZAR 200 million.which his currently not available as discussed below. The primary amounts compriseamount comprises an overdraft facility of (i) up to ZAR 300 million ($20.7 million), which is further split into (a) a ZAR 250.0 million ($17.3 million) overdraft facility which may only be used to fund ATMs used at pay points and (b) a ZAR 50 million ($3.4 million) general banking facility and (ii) indirect and derivative facilities of up to ZAR 150 million ($10.4 million), which include letters of guarantee, letters of credit and forward exchange contracts.

The temporary amount of ZAR 250.0 million was made available until February 28, 2019 and while utilized at that date was withdrawn. We are in discussions with Nedbank around the reinsatement of the normal secondary amount of R200 million ($13.8 million). As of DecemberMarch 31, 2017,2019, the interest rate on the overdraft facility was 9.10%. As of March 31, 2019, we had usedutilized approximately ZAR 20.2 million ($1.4 million) of the ZAR 250 million overdraft facility to fund ATMs  and none of the overdraft andR50 million general banking facility. As of March 31, 2019, we had utilized approximately ZAR 126.096.7 million ($10.2 million, translated at exchange rates applicable as of December 31, 2017)6.7 million) of the indirect and derivative facilities to obtain foreign exchange contracts and to support guarantees issued by Nedbank to various third parties on our behalf.

We obtained EUR 40.0 millionalso have a short-term South African credit facility with Rand Merchant Bank, a division of FirstRand Bank Limited, or RMB, of ZAR 1.5 billion ($47.9103.6 million) and CHF 20 million ($20.5 million) revolving overdraft facilities from Bank Frick.which may only be used to fund our ATMs in South Africa. As of DecemberMarch 31, 2017,2019, the interest rate on the overdraft facility was 9.25% (South African prime less a margin of 1%). As of March 31, 2019, we had utilized approximately EUR 25.7 millionZAR 1.1 billion ($30.772.8 million) of the EUR 40 millionthis facility.

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     We have a short-term U.S. dollar-denominated overdraft facility and CHF 4.7 million ($4.8 million)with Bank Frick of the CHF 20 million facility.$20.0 million. As of DecemberMarch 31, 2017, the2019, we had utilized approximately $8.9 million of this facility. The interest rate on each of these facilitiesthe facility is 4.50% plus 3 month US dollar LIBOR and interest is payable on a quarterly basis. The 3 month US dollar LIBOR rate was 5.00%. We have assigned all claims against amounts due from Masterpayment customers, which have been financed from the CHF 20 million2.59975%% on March 31, 2019. The facility plus all secondary rights and preferential rights as collateral for this facility to Bank Frick. Our Masterpayment subsidiary was required to open a primary business account with Bank Frick, and this account has been pledged to Bank Frick as collateral for the EUR 40 million facility. The initialno fixed term, of the EUR 40 million facility ends on December 31, 2019, but it will automatically be extended for one year if it is not terminated with 12 months written notice.

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The CHF 20 million facility does not have a fixed term; however, it may be terminated by either party with six monthsweeks written notice atnotice.

     We also have a one year KRW 10 billion ($8.8 million) short-term overdraft facility from Hana Bank, a South Korean bank. The interest rate on the endfacilities is 1.984% plus 3-month CD rate. The CD rate as of a calendar month. Refer to Note 12 to our audited consolidated financial statements includedMarch 31, 2019 was 1.87%. The facility expires in our Annual Report on Form 10-K for the year ended June 30, 2017, for additional information related to our short-term facilities and Note 9 to our unaudited condensed consolidated financial statements for the three and six months ended December 31, 2017, for additional information related to our short-term facilities.

January 2020, however can be renewed. The facility is unsecured with no fixed repayment terms. As of DecemberMarch 31, 2017,2019, we had not utilized this facility.

Available long-term borrowings

     As of March 31, 2019, we also had outstanding long-term debt, net of deferred fees, of ZAR 870.7229.1 million (approximately $70.4 million($15.8 million), translated at exchange rates applicable as of DecemberMarch 31, 2017)2019) under our loan South African facilities.facilities, comprising (i) ZAR 75 million under Facility A, (ii) ZAR 50 million under Facility B and ZAR 105.0 million under Facility D. Interest due on the facility is based on the Johannesburg Interbank Agreed Rate, or JIBAR, in effect from time to time plus a margin of (i) 2.25% for the Facility A loan, (ii) 3.5% for the Facility B loan, and 2.25%(iii) 2.75% for the Facility CD loan. The JIBAR rate has been set at 7.158%7.15% for the period to MarchJune 29, 2018. Principal2019. The Facility A, B and D loans were settled in full on May 3, 2019. The final principal repayments ontotaling ZAR 125.0 million related to the outstanding Facility A and Facility B loans arewere due in eight equal quarterly installments, which began on September 30, 2017.June 29, 2019. Principal repaymentrepayments on the Facility CD loan is to be determined by the Lenders basedwere due in four quarterly installments, of ZAR 26.3 million each, commencing on the date of the repayment of any borrowings under the Facility A loan.June 29, 2019. Voluntary prepayments are permitted without early repayment fees or penalties.

Cash flows from operating activities

SecondThird quarter

Net cash used in operating activities during the third quarter of fiscal 2019 was $14.1 million (ZAR 220.3 million) compared to net cash provided by operating activities forof $85.2 million (ZAR 1.0 billion) during the secondthird quarter of fiscal 2018 was $13.3 million (ZAR 182.0 million) compared2018. The decrease in cash provided is primarily due to $15.7 million (ZAR 218.8 million) for the second quarter of fiscal 2017. Excluding the impact of interest received, interest paid under our Korean and South Africa debt and taxes presented in the table below, the decrease relates primarily to the expansion of our South African lending book andsignificantly weaker trading activity during fiscal 20182019 compared to 2017, offset partially by the receipt of certain working capital loans outstanding.2018.

During the secondthird quarter of fiscal 2019, we paid South African tax of $0.2 million (ZAR 2.9 million) related to our 2019 tax year. We also paid taxes totaling $2.2 million in other tax jurisdictions, primarily South Korea. During the third quarter of fiscal 2018, we paid South African tax of $16.5$1.2 million (ZAR 216.714.5 million) related to our 2018 tax year in South Africa. We also paid taxes totaling $2.4$1.2 million in other tax jurisdictions, primarily South Korea.

     Taxes paid during the third quarter of fiscal 2019 and 2018 were as follows:

Table 13    Three months ended March 31,    
  2019  2018  2019  2018 
 $  $   ZAR  ZAR 
  ‘000  ‘000  ‘000  ‘000 
First provisional payments 205  1,228  2,850  14,546 
Taxation paid related to prior years -  2  -  29 
Taxation refunds received (6) (158) (68) (1,919)
       Total South African taxes paid 199  1,072  2,782  12,656 
       Foreign taxes paid 2,212  1,204  30,536  14,234 
               Total tax paid 2,411  2,276  33,318  26,890 

Year to date

     Net cash used in operating activities during the year to date fiscal 2019 was $2.9 million (ZAR 41.6 million) compared to $97.8 million (ZAR 1.3 billion) provided by operating activities during the year to date fiscal 2018. The decrease in cash provided is primarily due to significantly weaker trading activity during fiscal 2019 compared to 2018.

     During the year to date fiscal 2019, we paid South African tax of $6.5 million (ZAR 92.0 million) related to our 2019 tax year. During the year to date fiscal 2019, we made an additional tax payment of $1.4 million (ZAR 20.5 million) related to our 2018 tax year in South Africa. We also paid taxes totaling $4.8 million in other tax jurisdictions, primarily South Korea. During the second quarter of fiscal 2017, we paid South African tax of $17.8 million (ZAR 246.6 million) relatedyear to our 2017 tax year in South Africa. We also paid taxes totaling $5.0 million in other tax jurisdictions, primarily South Korea.

Taxes paid during the second quarter of fiscal 2018 and 2017 were as follows:

Table 13 Three months ended December 31, 
  2017  2016  2017  2016 
 $  $   ZAR  ZAR 
  ‘000  ‘000  ‘000  ‘000 
First provisional payments 16,511  17,775  216,654  246,558 
Taxation paid related to prior years -  1  -  13 
Taxation refunds received (251) (166) (3,292) (2,315)
       Total South African taxes paid 16,260  17,610  213,362  244,256 
       Foreign taxes paid 2,353  4,954  32,738  69,186 
            Total tax paid 18,613  22,564  246,100  313,442 

We expect to make additional first provisional tax payments in South Africa of approximately $1.1 million (ZAR 14 million), translated at exchange rates applicable as of December 31, 2017, related to our 2018 tax year in the third quarter of fiscal 2018.

First half

Net cash provided by operating activities for the first half of fiscal 2018 was $12.5 million (ZAR 167.9 million) compared to cash provided by operating activities of $69.6 million (ZAR 976.5 million) for the first half of fiscal 2017. Excluding the impact of interest received, interest paid under our Korean and South Africa debt and taxes presented in the table below, the decrease relates primarily to the expansion of our lending book and weaker trading activity during fiscal 2018 compared to 2017.

During the first half ofdate fiscal 2018, we paid South African tax of $16.5$17.7 million (ZAR 216.7231.2 million) related to our 20172018 tax year in South Africa. During the first half ofyear to date fiscal 2017,2018, we made an additional tax payment of $1.2$1.9 million (ZAR 16.725.3 million) related to our 20162017 tax year in South Africa and received a refund of approximately $0.3$0.4 million (ZAR 3.35.2 million) related to taxes overpaid in previous tax years in South Africa. We also paid taxes totaling $2.5 million in other tax jurisdictions, primarily South Korea. During the first half of fiscal 2017, we paid South African tax of $17.8 million (ZAR 246.6 million) related to our 2017 tax year and $1.2 million (ZAR 16.7 million) related to prior tax years. We also received a refund of approximately $1.4 million (ZAR 18.9 million) related to taxes overpaid in previous tax years in South Africa. We paid dividend withholding taxes of $1.5 million (ZAR 21.3 million) during the first half of fiscal 2017. We also paid taxes totaling $5.0$3.7 million in other tax jurisdictions, primarily South Korea.

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Taxes paid during the first half ofyear to date fiscal 20182019 and 20172018 were as follows:

Table 14 Six months ended December 31,     Nine months ended March 31,    
 2017  2016  2017  2016  2019  2018  2019  2018 
$  $   ZAR  ZAR $  $   ZAR  ZAR 
 ‘000  ‘000  ‘000  ‘000  ‘000  ‘000  ‘000  ‘000 
First provisional payments 16,511  17,775  216,654  246,558  6,453  17,739  91,994  231,200 
Taxation paid related to prior years 1,919  1,187  25,227  16,721  1,399  1,921  20,488  25,256 
Taxation refunds received (251) (1,369) (3,292) (18,878) (102) (409) (1,445) (5,211)
Dividend withholding taxation -  1,471  -  21,300 
Total South African taxes paid 18,179  19,064  238,589  265,701  7,750  19,251  111,037  251,245 
Foreign taxes paid 2,470  5,003  34,276  69,877  4,783  3,674  67,248  48,510 
Total tax paid 20,649  24,067  272,865  335,578  12,533  22,925  178,285  299,755 

Cash flows from investing activities

SecondThird quarter

Cash used in investing activities for the secondthird quarter of fiscal 2019 includes capital expenditures of $1.6 million (ZAR22.9 million), primarily due to the acquisition of ATMs in South Africa and the expansion of our branch network.

     Cash used in investing activities for the third quarter of fiscal 2018 includes capital expenditure of $2.1$4.2 million (ZAR 28.750.5 million), primarily for the acquisition of data processing computer equipment and payment processing terminals in Korea.Korea and ATMs in South Africa. We also paid approximately $40.9$11.1 million for a 30%an additional 5% interest in Bank Frick, provided a $10.6 million (ZAR 126.0 million) loan to DNI and $9.0paid $7.5 million (ZAR 89.3 million) for a 7.625%an additional 4% interest in a listed note.DNI.

Year to date

Cash used in investing activities for the second quarteryear to date fiscal 2019 includes capital expenditures of $7.3 million (ZAR 104.0 million), primarily due to the acquisition of ATMs in South Africa and the expansion of our branch network. We also paid $2.5 million for a 50% interest in V2 Limited, acquired customer bases in DNI for $1.4 million, and made a further equity contribution of $1.1 million to MobiKwik.

     Cash used in investing activities for the year to date of fiscal 20172018 includes capital expenditure of $3.1$7.8 million (ZAR 43.6100.6 million), primarily for the acquisition of data processing computer equipment and payment processing terminals in Korea. Our Korean capital expenditures have declined due to regulatory changesKorea and ATMs in South Korea which now prohibit the provision of payment equipment to the majority of merchants. We also provided a $10.0 million loan to Finbond and paid approximately $2.9 million and $1.7 million, respectively, net of cash received, to acquire 100% of each of C4U Malta and Pros Software’s ordinary shares.

First half

Cash used in investing activities for the first half of fiscal 2018 includes capital expenditure of $3.6 million (ZAR 48.0 million), primarily for the acquisition of payment processing terminals in Korea.Africa. We also paid approximately $151.0 million (ZAR 2.0 billion) for a 15% interest in Cell C, $72.0$79.5 million (ZAR 945.0 million)1.0 billion) for a 45%49% interest in DNI, $40.9$51.9 million for a 30%35% interest in Bank Frick, provided a $10.6 million (ZAR 126.0 million) loan to DNI and paid $9.0 million for a 7.625% interest in a listed note.

Cash used in investing activities for the first half of fiscal 2017 includes capital expenditure of $6.5 million (ZAR 91.9 million), primarily for the acquisition of payment processing terminals in Korea. We also paid approximately $15.3 million for a 7.5% interest in MobiKwik; provided a $10.0 million loan to Finbond and paid approximately $2.9 million and $1.7 million, respectively, net of cash received, to acquire 100% of each of C4U Malta and Pros Software’s ordinary shares.

Cash flows from financing activities

SecondThird quarter

During the secondthird quarter of fiscal 2018,2019, we made an unscheduled $16.6utilized approximately $278.3 million repaymentfrom our overdraft facilities, primarily to settlefund our outstanding South Korean debt facilityATMs, and repaid $257.1 million of these facilities, including amounts utilized in full andDecember 2018. We also utilized $8.9 million of our Bank Frick overdraft to fund our operations. We also made a scheduled South African debt facility payment of $14.3$10.5 million.

     During the third quarter of fiscal 2018, we made a scheduled South African debt facility payment of $17.7 million (ZAR 187.5 million). and also utilized this facility to partially fund our additional investment in DNI. We also repaid $11.4utilized $9.8 million of our overdraft facilities and repaid $42.6 million of these facilities.

Year to date

During the second quarteryear to date fiscal 2019, we utilized approximately $584.5 million from our overdraft facilities, primarily to fund our ATMs, and repaid $502.8 million of fiscal 2017, we made a $1.8these facilities. We also utilized approximately $14.6 million unscheduled repayment of our Koreanrevolving credit facility to lend funds to Cell C to finance the acquisition and/or requisition of telecommunication towers and other specific uses pre-approved by the lender. We also made scheduled South African debt facility payments of $31.4 million, repaid $4.9 million under our revolving credit facility and paid a guarantee feenon-refundable origination fees of $1.1approximately $0.4 million related to the guarantee issued by RMB.credit facilities.

First half

During the first half ofyear to date fiscal 2018, we utilized approximately $94.3$113.2 million (ZAR 1.251.46 billion) of our South African facility to part-fundpartially fund our investmentinvestments in Cell C and DNI and utilized approximately $0.3 million of our Korean facility to pay a portion of our quarterly interest due. We made accumulated scheduled South African debt facility payments of $28.5$44.4 million (ZAR 375562.5 million) and made a $16.6 million payment to settle our outstanding South Korean debt facility in full. We also utilized $32.6$42.4 million of our overdraft facilities and repaid $14.3$57.0 million of these overdraft facilities.

During the first half of fiscal 2017, we paid approximately $31.6 million to repurchase 3,137,609 shares of our common stock and also paid $0.5 million, on July 1, 2016, related to settlement of amounts outstanding related to the repurchases at the end of June 2016. We also made a $28.5 million unscheduled repayment of our Korean debt. In addition, we paid a guarantee fee of $1.1 million related to the guarantee issued by RMB and paid a dividend of approximately $0.6 million to certain of our non-controlling interests.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Expenditures

We expect capital spending for the thirdfourth quarter of fiscal 20182019 to primarily include the acquisition of payment terminals for the expansion of our operations in Korea and expansion ofinvestments into our ATM infrastructure and branch network in South Africa.

Our historical capital expenditures for the secondthird quarter of fiscal 20182019 and 20172018 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. We had outstanding capital commitments as of DecemberMarch 31, 2017,2019, of $0.7$0.1 million related mainly to the procurement of ATMs. We expect to fund these expenditures through internally generated funds.

Contingent Liabilities, Commitments and Contractual Obligations

The following table sets forth our contractual obligations as of DecemberMarch 31, 2017:2019:

Table 15 Payments due by Period, as of December 31, 2017 (in $ ’000s)  Payments due by Period, as of March 31, 2019 (in $ ’000s)
    Less        More     Less        More 
    than 1  1-3  3-5  than 5     than 1  1-3  3-5  than 5 
 Total  year  years  years  years  Total  year  years  years  years 
South African long-term debt obligations (A) 76,494  55,515  20,979  -  -  16,548  16,548  -  -  - 
Contingent amount related to DNI investment (B) 29,105  29,105  -  -  - 
Short-term credit facilities 35,553  35,553  -  -  -  74,181  74,181  -  -  - 
Operating lease obligations 8,501  4,275  3,514  712  -  9,265  5,333  3,428  504  - 
Purchase obligations 3,211  3,211  -  -  -  2,957  2,957  -  -  - 
Capital commitments 659  659  -  -  -  77  77  -  -  - 
Other long-term obligations (C)(D) 2,449  -  -  -  2,449 
Other long-term obligations (B)(C) 2,273  -  -  -  2,273 
Total 155,972  128,318  24,493  712  2,449  105,301  99,096  3,428  504  2,273 

     (A)

– Includes $70.7$15.8 million of long-term debt and interest payable at the rate applicable on DecemberMarch 31, 2017,2019, under our South Africa debt facility.facilities.

     (B)

Under the DNI transaction agreements, weIncludes policyholder liabilities of $2.0 million related to our insurance business. All amounts are obliged to pay to DNI an additional amount not exceeding ZAR 360 million ($29.1 million translated at exchange rates applicable as of DecemberMarch 31, 2017) in cash, subject to DNI achieving certain performance targets.2019.

     (C)

– Includes policyholder liabilities of $2.4 million related to our insurance business.

(D)

– We have excluded a cross-guarantees in the aggregate amount of $10.2$6.6 million issued as of DecemberMarch 31, 2017,2019, to 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. We have also excluded contractual commitments to invest approximately $15$7.5 million in MobiKwik,V2 Limited, subject to the achievement of certain contractual conditions.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In addition to the tables below, see Note 57 to the unaudited condensed consolidated financial statements for a discussion of market risk.

The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of DecemberMarch 31, 2017,2019, as a result of changes in the JIBAR rates.rate. The effect of a hypothetical 1% (i.e. 100 basis points) increase and a 1% decrease in each ofthe JIBAR ratesrate as of DecemberMarch 31, 2017,2019, are shown. The selected 1% hypothetical change does not reflect what could be considered the best or worst case scenarios.

 As of December 31, 2017  As of March 31, 2019 
Table 16       Estimated annual        Estimated annual 
 Annual     expected interest  Annual     expected interest 
 expected     charge after  expected     charge after 
 interest  Hypothetical  hypothetical change in  interest  Hypothetical  hypothetical change in 
 charge  change in  JIBAR  charge  change in  JIBAR 
 ($ ’000) JIBAR  ($ ’000) ($ ’000) JIBAR  ($ ’000)
Interest on South Africa long-term debt (JIBAR) 7,158  1%  7,865  1,573  1%  1,731 
    (1%) 6,450     (1%) 1,414 

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of DecemberMarch 31, 2017.2019. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, and in light of the insufficient time to assess the effectiveness of the procedures we adopted to remediate the material weakness discussed below, our chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were not effective as of DecemberMarch 31, 2017.2019.

Changes in Internal Control over Financial Reporting

There have not been any changes     As previously disclosed, we identified a material weakness in our internal control over financial reporting where the control over review of the accounting for non-routine complex transactions was not appropriately designed. The material weakness resulted in (1) the misapplication of GAAP to the recognition of revenue from our SASSA contract extension, which resulted in recognition of revenue at an incorrect rate, and (2) the restatement of our financial statements as of and for the fiscal year ended June 30, 2018 as a result of the misapplication of GAAP to the accounting treatment for our investment in Cell C Proprietary Limited.

     In order to remediate the material weakness, we appointed a technical resource to review the accounting for non-routine transactions and established an in-house accounting technical committee, which has been assisting in the review of the accounting for all non-routine transactions, including assessing the appropriateness of the accounting treatment adopted. This technical committee has also been assessing the need to consult external experts on the accounting of non-routine transactions. We initiated the aforementioned remediation plan during the fiscal quarternine-month period ended DecemberMarch 31, 2017, that have materially affected, or are reasonably likely2019, but it has not been in place for a sufficient period of time to materially affect,assess its effectiveness. We believe the foregoing efforts will effectively remediate the material weakness but, as we continue to evaluate and work to improve our internal control over financial reporting.reporting, we may modify the remediation plan.

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Part II. Other Information

Item 1. Legal Proceedings

Litigation Regarding LegalityChallenge to Payment by SASSA of Debit Orders under Social Assistance Act RegulationsAdditional Implementation Costs

As previously disclosed, each of     In March 2018, the High Court ordered that the June 2012 variation agreement between SASSA and CPS be reviewed and set aside. CPS was ordered to refund ZAR 317.0 million, including VAT, to SASSA, plus interest from June 2014 to the Black Sash Trust, date of payment. In April 2018, we filed an application seeking leave to appeal the whole order and judgment of the High Court with the High Court because we believe that the High Court erred in its application of the law and/or Black Sash, served applications petitioningin fact in its findings. The High Court refused our application. We appealed the South AfricanHigh Court’s decision to the Supreme Court of Appeal, orwhich has granted our leave to appeal. We expect the case to be heard during 2019. We cannot predict how the Supreme Court will rule on the matter.

Constitutional Court order regarding extension of contract with SASSA for six months for cash payments

     As described in more detail under "Recent Developments—SASSA contract exit and summary of legal proceedings— Auto-migration of EPE customers to SAPO," we urgently applied to the Constitutional Court to order SASSA to pay us in respect of amounts owed to us. In December 2018, we received correspondence from the Constitutional Court informing the parties that it believes that "nothing prevents the parties from coming to an agreement on increased payments without court sanction, and if they do not, normal legal processes in other courts must be filed to determine the effects." We have engaged SASSA directly in order to resolve this matter, but we will approach the courts if the matter is not resolved to our satisfaction within a reasonable period of time.

Legal proceedings against SASSA in respect of transfer of grant them leavepayments from EPE to appeal to eitherSAPO accounts

     On November 13, 2018, a number of grant beneficiaries and Moneyline Financial Service Proprietary Limited, or Moneyline, one of our subsidiaries, filed an urgent application with the Supreme Court or to a full benchGauteng Division of the High Court of the Republic of South Africa Gauteng Division, Pretoria.seeking among other things, an order (1) declaring that biometric consent for the transfer of grant payments to EPE accounts conforms with the requirements of the Social Assistance Regulations, (2) prohibiting SASSA from stopping the payment of social grants into EPE accounts that were opened with biometric consent prior to January 1, 2018, when SASSA issued a new directive that completion by recipients of a SASSA-prescribed "Annexure C" form would be required in order for those recipients to have their grant payments deposited into their private bank accounts (as opposed to SAPO bank accounts), (3) directing SASSA to process all Annexure C forms within two weeks of submission and (4) directing SASSA to make all grant payments in accordance with duly completed and submitted Annexure C forms.

On SeptemberNovember 28, 2018, the High Court issued an interim order directing SASSA to pay the social grants of those EPE clients who had previously provided biometric consent and elected to receive their social grants into their EPE accounts, pending the issuance of a final judgment. SASSA was also ordered to process any Annexure C forms within two weeks of the submission of such forms.

     On January 29, 2017,2019, the High Court handed down its final judgment, reversing the portion of its November 28, 2018, interim order that directed SASSA to pay grants into the EPE accounts of recipients who made those biometric elections without submitting the Annexure C forms. The effect of the final judgment is that while SASSA is required to promptly pay social grants into EPE accounts of those recipients who have signed the Annexure C forms electing to have their grants paid that way, SASSA is not required to pay grants into the EPE accounts of those recipients who have not submitted the Annexure C forms, despite having provided their previous biometric consent and may continue to auto-migrate those grants to SAPO accounts. The court did not award costs.

     We applied for leave to appeal the order granted on January 29, 2019 and were granted leave on March 12, 2019. The Supreme Court directed us to file the record by no later than July 10, 2019 and directed the parties to file their respective heads of argument. Once the directive has been complied with, the Supreme Court referred the petitions to oral argument. The record of appeal has been filed and SASSA and the Black Sash must file written arguments by February 28, 2018, and we must file our written arguments within one month of receipt of SASSA and Black Sash’s written arguments. The Supreme Court will provideallocate a hearing date after all written arguments have been filed.

We believe that SASSA andfor the Black Sash’s claim is without merit, and we intend to defend it vigorously. However, weappeal. We cannot predict how the courtsSupreme Court will rule on the matter.

     On February 8, 2019, Moneyline launched an application to interdict SASSA from taking any steps of its own volition to direct payment of the social grants of the grants recipients, who received payment of their grants into their EPE accounts in January, 2019, into any accounts other than their EPE accounts into which SASSA had made payments in January 2019. The application was heard on February 28, 2019 and the High Court handed down an order directing Moneyline to provide SASSA with a list of the 696,246 individuals who opened EPE accounts in 2018 and who were not paid by SASSA into those accounts in January 2019. SASSA was ordered to verify the information provided by Moneyline within 14 days and to file an affidavit, within a further 15 days, with the outcome of the verification process and detailing procedures followed by it, including a description of how SASSA administered the migration of beneficiaries to SAPO. The High Court furthermore ordered that any party is entitled to approach it for appropriate relief thereafter. SASSA filed its affidavit on April 23, 2019. Moneyline is considering the affidavit filed by SASSA and will, after consultation with its legal counsel, decide whether to file any further affidavits or seek further relief from the High Court.

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NCR application for the cancelation of Moneyline’s registration as a credit provider

Our appeal     Regarding the NCR’s application to cancel the registration of theMoneyline, we raised a number of procedural points in defense and argument on these points was heard on November 27, 2015, before three tribunal members. Two ruled against us and one upheld our points. We are appealing the majority ruling to the High Court ruling in thisCourt. This matter was initially scheduled to be heard on December 6, 2017, however,4, 2018, by a full bench of the matter was subsequently removed from the roll and a new hearing date has not been set.Pretoria High Court. If we are successful, it will dispose of the application. If we do not prevail, then the National Credit Regulator’s, or NCR’s application will be set down before the Consumer Tribunal for argument on the main issues raised by the NCR, as dealt with above. We cannot predict the outcome of this litigation.

ConstitutionalInitiation of legal proceedings against a PG Purchasing customer regarding non-payment of working capital finance loans receivable

     In January 2019, we filed a Petition with the District Court orderof Dallas County, Texas, naming Permian Crude Transport, LP, f/k/a Permian Crude Transport, LLC, d/b/a Permian Transport & Trading ("PCT"), and Centurion Marketing, LLC d/b/a Jupiter Marketing & Trading, LLC ("Centurion"), (collectively with PCT, "PCT/Centurion") as defendants regarding extensionthe recovery of working capital finance loans receivable made to PCT/ Centurion by our wholly owned subsidiary, PG Purchasing. This lawsuit is still in its initial stages, and discovery is ongoing. Trial is currently set for December 2, 2019.

     We cannot predict when this matter will be heard or how the Court will rule on the matter.

Item 1A. Risk Factors

    See “Item 1A RISK FACTORS” in Part I of our Annual Report on Form 10-K/A for the fiscal year ended June 30, 2018, for a discussion of risk factors relating to (i) our business, (ii) operating in South Africa and other foreign markets, (iii) government regulation, and (iv) our common stock. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K/A for the fiscal year ended June 30, 2018.

 SASSA’s previous migration of EPE customers to the SAPO account has resulted in the loss of a significant portion of our EPE customer base. Unless we are able to maintain our EPE customer base, our South African financial services business will likely become unsustainable and result in the closure of most or all of that business.

    During September and October 2018, SASSA migrated those of our EPE customers who had not submitted to SASSA a signed Annexure C form and failed to process many of the Annexure C forms submitted by our potential customers. As a result, we have experienced a decline in the EPE customer base to under 1.1 million EPE accounts receiving grants during December 2018 and January 2019. These same factors have had an adverse impact on our ability to sign up new customers to the EPE product and, as a result, we have experienced very low levels of gross new EPE accounts. As described under “Item 1.—Legal Proceedings—Legal proceedings against SASSA in respect of transfer of grant payments from EPE to SAPO accounts”, we commenced legal proceedings against SASSA challenging its actions but, in late January 2019, the High Court ruled that SASSA may pay grants into SAPO accounts unless the grant recipient has delivered a signed Annexure C form to SASSA.

    While our EPE customer base has been stable since November 2018, any decision of SASSA to migrate more of our EPE customers to the SAPO account would threaten our entire South African financial services business and materially and adversely affect our business, results of operations, financial condition and cash flows.

    In addition, as described in “Recent Developments—SASSA contract exit and summary of legal proceedings— Auto-migration of EPE customers to SAPO,” we are currently in discussions with SASSA about fees payable to us in excess of the amounts due under the original contract. While we remain in litigation with SASSA, it may make it more difficult for 12 months
us to reach agreement in regard to such payment.

Even if we are able to maintain a sufficient EPE customer base, we may still face challenges in transforming our South African operations to a business-to-consumer model through our EPE bank account and ATM infrastructure.

    Following the conclusion of the SASSA contract on September 30, 2018, we refocused our resources and technology on the provision of financial inclusion services to our target market. In particular we enabled our mobile ATM payment infrastructure to become part of the South African National Payment System and concentrated on taking our ATMs to the rural populations of South Africa so that they have the same access to financial inclusion as they had during the tenure of our contract, without the many inconveniences and inefficiencies of SASSA’s new payment model.

    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 South African customers continue to use our financial products and services on a widespread basis.

Various reports have been filed    As discussed in the risk factor immediately above, SASSA’s unilateral decision to move EPE customers to the SASSA account and the recent judgment preventing us from opposing SASSA’s actions, will likely make it difficult for us to attract and retain as many EPE customers as we had previously planned.

    Even if we continue to maintain our current EPE customer base,, to the extent where such business remains viable, other factors may prevent us from successfully operating and growing our South African financial services business include, but are not limited to:


Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

   IncorporatedIncorporated by Reference Herein
Exhibit Included  
No.Description of ExhibitHerewithForm ExhibitExhibitFiling Date
10.7910.102ProposedShare Sale and Subscription Agreement of Lease between Buzz Trading 199 (Pty) Ltddated February 28, 2019, among JAA Holdings Proprietary Limited and Net 1PK Gain Investment Holdings Proprietary Limited and Net1 Applied Technologies South Africa Proprietary Limited and, in relation to and including as a party DNI – 4PL Contracts Proprietary LimitedX
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange ActX
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Exchange ActX
32Certification pursuant to 18 USC Section 1350X  
101.INSXBRL Instance DocumentX  
101.SCHXBRL Taxonomy Extension SchemaX  
101.CALXBRL Taxonomy Extension Calculation LinkbaseX
101.DEFXBRL Taxonomy Extension Definition LinkbaseX
101.LABXBRL Taxonomy Extension Label LinkbaseX  
101.PREXBRL Taxonomy Extension Presentation LinkbaseX

49


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 8, 2018.May 9, 2019.

NET 1 UEPS TECHNOLOGIES, INC.
By: /s/ Herman G. Kotzé
Herman G. Kotzé
Chief Executive Officer
By: /s/ Alex M.R. Smith
Alex M.R. Smith
Chief Financial Officer, Treasurer and Secretary

NET 1 UEPS TECHNOLOGIES, INC.

By: /s/ Herman G. Kotzé

Herman G. Kotzé
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, Director

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