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 December 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)

Florida

98-0171860

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)


President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg 2196, South Africa

(Address of principal executive offices, including zip code)

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’sRegistrant's telephone number, including area code:27-11-343-2000

Not Applicable

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


Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.001 per share
UEPS
NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [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 ]X] Accelerated filer

[   ] Non-accelerated filer

[   ]X] 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 ][X]

As of February 6, 20183, 2020 (the latest practicable date), 56,832,37056,568,425 shares of the registrant’sregistrant's common stock, par value $0.001 per share, net of treasury shares, were outstanding.


Form 10-Q

NET 1 UEPS TECHNOLOGIES, INC.INC

Table of Contents

  Page No.
PART I. FINANCIAL INFORMATION 
Item 1.Financial Statements 

Unaudited Condensed Consolidated Balance Sheets atas of December 31, 20172019 and June 30, 201720192

Unaudited Condensed Consolidated Statements of Operations for the three and six months ended December 31, 20172019 and 201620183

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended December 31, 20172019 and 201620184

Unaudited Condensed Consolidated Statement of Changes in Equity for the three and six months ended December 31, 20172019 and 20185

Unaudited Condensed Consolidated Statements of Cash Flows for the three and six months ended December 31, 20172019 and 2016201867

Notes to Unaudited Condensed Consolidated Financial Statements79
Item 2.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations3042
Item 3.Quantitative and Qualitative Disclosures About Market Risk4862
Item 4.Controls and Procedures4862
PARTPart II. OTHER INFORMATION 
Item 1.Legal Proceedings4963
Item 1A.Risk Factors63
Item 5.Other Information63
Item 6.Exhibits4963
Signatures
5064
EXHIBIT 10.79
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32


Part I. Financial Informationinformation

Item 1. Financial Statements

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

NET 1 UEPS TECHNOLOGIES, INC
  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 
Unaudited Condensed Consolidated Balance Sheets

      December 31,    June 30, 
        2019        2019(A) 
      (In thousands, except share data) 
    ASSETS         
CURRENT ASSETS         
 Cash and cash equivalents$50,719  $46,065 
 Restricted cash (Note 10) 84,360   75,446 
 Accounts receivable, net and other receivables (Note 3) 68,565   72,494 
 Finance loans receivable, net (Note 3) 29,117   30,631 
 Inventory (Note 4) 21,196   7,535 
  Total current assets before settlement assets 253,957   232,171 
   Settlement assets (Note 5) 55,401   63,479 
    Total current assets 309,358   295,650 
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - December: $121,584 June: $129,185 16,450   18,554 
OPERATING LEASE RIGHT-OF-USE (Note 18) 7,838   - 
EQUITY-ACCOUNTED INVESTMENTS (Note 7) 155,627   151,116 
GOODWILL (Note 8) 148,938   149,387 
INTANGIBLE ASSETS, NET (Note 8) 8,043   11,889 
DEFERRED INCOME TAXES 2,112   2,151 
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 7 and 9) 41,144   44,189 
TOTAL ASSETS 689,510   672,936 
            
    LIABILITIES       
CURRENT LIABILITIES       
 Short-term credit facilities for ATM funding (Note 10) 84,360   75,446 
 Short-term credit facilities (Note 10) 13,906   9,544 
 Accounts payable 14,211   17,005 
 Other payables (Note 11) 69,134   66,449 
 Operating lease right of use lease liability - current (Note 18) 3,534   - 
 Current portion of long-term borrowings (Note 10) 4,063   - 
 Income taxes payable 5,043   6,223 
  Total current liabilities before settlement obligations 194,251   174,667 
   Settlement obligations (Note 5) 55,402   63,479 
    Total current liabilities 249,653   238,146 
DEFERRED INCOME TAXES 4,503   4,682 
RIGHT-OF-USE OPERATING LEASE LIABILITY - LONG TERM (Note 18) 4,499   - 
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7) 2,623   3,007 
TOTAL LIABILITIES 261,278   245,835 
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 - December: 56,568,425 June: 56,568,425 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 277,891   276,997 
TREASURY SHARES, AT COST: December: 24,891,292 June: 24,891,292 (286,951)  (286,951)
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 13) (194,439)  (199,273)
RETAINED EARNINGS 523,979   528,576 
TOTAL NET1 EQUITY 320,560   319,429 
NON-CONTROLLING INTEREST -   - 
TOTAL EQUITY 320,560   319,429 
             
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY$689,510  $672,936 

(A) - Derived from audited financial statements
See Notes to Unaudited Condensed Consolidated Financial Statements


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


 Three months ended   Six months ended 
  December 31,   December 31, 
  2019   2018   2019   2018 
  (In thousands, except per share data)   (In thousands, except per share data) 
                
REVENUE (Note 17)$74,080  $77,442  $154,836  $184,539 
                
EXPENSE               
                
  Cost of goods sold, IT processing, servicing and support 43,160   41,231   89,954   103,335 
  Selling, general and administration 33,393   69,730   65,324   111,152 
  Depreciation and amortization 4,381   7,191   9,146   15,048 
  Impairment loss (Note 8) -   8,191   -   8,191 
                
OPERATING LOSS (6,854)  (48,901)  (9,588)  (53,187)
                
CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 6 and 7) -   (15,836)  -   (15,836)
                
GAIN ON DISPOSAL OF FIHRST (Note 2) 9,743   -   9,743   - 
                
INTEREST INCOME 1,343   2,177   1,994   3,778 
                
INTEREST EXPENSE 3,221   2,563   4,576   5,121 
                
IMPAIRMENT OF CEDAR CELLULAR NOTE (Note 7) -   2,732   -   2,732 
                
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) 1,011   (67,855)  (2,427)  (73,098)
                
INCOME TAX EXPENSE (BENEFIT) (Note 20) 1,722   (4,398)  3,739   577 
                
NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (711)  (63,457)  (6,166)  (73,675)
                
EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 7) 506   (1,291)  1,569   184 
                
NET LOSS FROM CONTINUING OPERATIONS (205)  (64,748)  (4,597)  (73,491)
                
NET INCOME FROM DISCONTINUED OPERATIONS (Note 22) -   3,779   -   7,418 
                
NET (LOSS) INCOME (205)  (60,969)  (4,597)  (66,073)
                
LESS (ADD) NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST -   2,972   -   3,067 
  Continuing -   721   -   (877)
  Discontinued -   2,251   -   3,944 
                
NET (LOSS) INCOME ATTRIBUTABLE TO NET1 (205)  (63,941)  (4,597)  (69,140)
  Continuing (205)  (65,469)  (4,597)  (72,614)
  Discontinued$-  $1,528  $-  $3,474 
                
Net (loss) earnings per share, in United States dollars (Note 15):               
Basic (loss) earnings attributable to Net1 shareholders$(0.00) $(1.13) $(0.08) $(1.22)
  Continuing$(0.00) $(1.16) $(0.08) $(1.28)
  Discontinued$-  $0.03  $-  $0.06 
Diluted (loss) earnings attributable to Net1 shareholders$(0.00) $(1.12) $(0.08) $(1.22)
  Continuing$(0.00) $(1.15) $(0.08) $(1.28)
  Discontinued$-  $0.03  $-  $0.06 
                
   
See Notes to Unaudited Condensed Consolidated Financial Statements  


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


       Three months ended   Six months ended 
       December 31,   December 31, 
       2019   2018   2019   2018 
       (In thousands)   (In thousands) 
                     
Net loss$(205) $(60,969) $(4,597) $(66,073)
                     
Other comprehensive income (loss), net of taxes               
 Movement in foreign currency translation reserve 19,114   (10,353)  1,029   (23,675)
 Release of foreign currency translation reserve related to disposal of FIHRST 1,578   -   1,578   - 
 Movement in foreign currency translation reserve related to equity-accounted investments (491)  -   2,227   5,430 
   Total other comprehensive income (loss), net of taxes 20,201   (10,353)  4,834   (18,245)
                     
  Comprehensive income (loss) 19,996   (71,322)  237   (84,318)
    (Less) Add comprehensive (gain) loss attributable to non-controlling interest -   (1,363)  -   1,342 
                     
     Comprehensive income (loss) attributable to Net1$19,996  $(72,685) $237  $(82,976)

See Notes to Unaudited Condensed Consolidated Financial Statements


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


  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 
  Net 1 UEPS Technologies, Inc. Shareholders          
  Number of Shares  Amount  Number of Treasury Shares  Treasury Shares  Number of shares, net of treasury  Additional Paid-In Capital  Retained Earnings  Accumulated other comprehensive (loss)  Total Net1 Equity  Non-controlling Interest  Total  Redeemable common stock 
  For the three months ended December 31, 2018 (dollar amounts in thousands)
 
Balance - October 1, 2018 81,725,217 $80  (24,891,292)$(286,951) 56,833,925 $276,865 $830,995 $(189,630)$631,359 $91,477 $722,836 $107,672 
Stock-based compensation charge (Note 14)                598        598     598    
Dividends paid to non-controlling interest                         -  (1,208) (1,208)   
Net (loss) income                   (63,941)    (63,941) 2,972  (60,969)   
Other comprehensive loss (Note 13)                      (8,744) (8,744) (1,609) (10,353)   
Balance - December 31, 2018 81,725,217 $80  (24,891,292)$(286,951) 56,833,925 $277,463 $767,054 $(198,374)$559,272 $91,632 $650,904 $107,672 

  For the six months ended December 31, 2018 (dollar amounts in thousands) 
Balance - July 1, 2018 81,577,217 $80  (24,891,292)$(286,951) 56,685,925 $276,201 $836,194 $(184,538)$640,986 $95,911 $736,897 $107,672 
                                     
Restricted stock granted 148,000           148,000           -     -    
Stock-based compensation charge (Note 14)                1,185        1,185     1,185    
Stock-based compensation charge related to equity accounted investment                77        77     77    
Dividends paid to non-controlling interest                         -  (2,937) (2,937)   
Net (loss) income                   (69,140)    (69,140) 3,067  (66,073)   
Other comprehensive loss (Note 13)                      (13,836) (13,836) (4,409) (18,245)   
Balance - December 31, 2018 81,725,217 $80  (24,891,292)$(286,951) 56,833,925 $277,463 $767,054 $(198,374)$559,272 $91,632 $650,904 $107,672 


NET 1 UEPS TECHNOLOGIES, INC
Unaudited Condensed Consolidated Statements of Changes in Equity

  Net 1 UEPS Technologies, Inc. Shareholders          
  Number of Shares  Amount  Number of Treasury Shares  Treasury Shares  Number of shares, net of treasury  Additional Paid-In Capital  Retained Earnings  Accumulated other comprehensive (loss) income  Total Net1 Equity  Non-controlling Interest  Total  Redeemable common stock 
  For the three months ended December 31, 2019 (dollar amounts in thousands) 
Balance - October 1, 2019 81,459,717 $80  (24,891,292)$(286,951) 56,568,425 $277,455 $524,184 $(214,640)$300,128 $- $300,128 $107,672 
                                     
Stock-based compensation charge (Note 14)                436        436     436    
Net loss                   (205)    (205) -  (205)   
Other comprehensive income (Note 13)                      20,201  20,201  -  20,201    
Balance - December 31, 2019 81,459,717 $80  (24,891,292)$(286,951) 56,568,425 $277,891 $523,979 $(194,439)$320,560 $- $320,560 $107,672 

  For the six months ended December 31, 2019 (dollar amounts in thousands) 
Balance - July 1, 2019 81,459,717 $80  (24,891,292)$(286,951) 56,568,425 $276,997 $528,576 $(199,273)$319,429 $- $319,429 $107,672 
Stock-based compensation charge (Note 14)                823        823     823    
Stock-based compensation charge related to equity accounted investment (Note 7)                71        71     71    
Net loss                   (4,597)    (4,597) -  (4,597)   
Other comprehensive income (Note 13)                      4,834  4,834  -  4,834    
Balance - December 31, 2019 81,459,717 $80  (24,891,292)$(286,951) 56,568,425 $277,891 $523,979 $(194,439)$320,560 $- $320,560 $107,672 
                                     
See Notes to Unaudited Condensed Consolidated Financial Statements 


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


    Three months ended   Six months ended 
    December 31,   December 31, 
    2019   2018   2019   2018 
    (In thousands)   (In thousands) 
                  
Cash flows from operating activities               
 Net loss$(205) $(60,969) $(4,597) $(66,073)
 Depreciation and amortization 4,381   9,853   9,146   20,647 
 Impairment loss (Note 8) -   8,191   -   8,191 
 Movement in allowance for doubtful accounts receivable (429)  21,368   83   23,958 
 (Earnings) loss from equity-accounted investments (Note 7) (506)  1,247   (1,569)  (126)
 Movement in allowance for doubtful loans 620   -   620   - 
 Interest on Cedar Cellular note (Note 7) -   (1,216)  -   (1,372)
 Impairment of Cedar Cellular note (Note 7) -   2,732   -   2,732 
 Change in fair value of equity securities (Note 6 and 7) -   15,836   -   15,836 
 Fair value adjustment related to financial liabilities 147   83   234   1 
 Interest payable 526   131   1,158   241 
 Facility fee amortized -   68   -   155 
 Gain on disposal of FIHRST (Note 2) (9,743)  -   (9,743)  - 
 Profit on disposal of property, plant and equipment (49)  (139)  (203)  (266)
 Stock-based compensation charge (Note 14) 436   598   823   1,185 
 Dividends received from equity accounted investments 380   454   1,448   454 
 Decrease in accounts receivable, pre-funded social welfare grants receivable and finance loans receivable 8,767   18,753   3,101   28,755 
 (Increase) Decrease in inventory (682)  (24)  (12,995)  2,161 
 Increase (Decrease) in accounts payable and other payables 3,132   (11,759)  (264)  (19,535)
 (Decrease) increase in taxes payable (2,244)  (7,007)  (956)  1,347 
 Decrease in deferred taxes (117)  (3,436)  (205)  (7,070)
  Net cash provided by (used in) operating activities 4,414   (5,236)  (13,919)  11,221 
                  
Cash flows from investing activities               
Capital expenditures (827)  (2,547)  (3,451)  (5,665)
Proceeds from disposal of property, plant and equipment 90   212   303   486 
Proceeds from disposal of FIHRST (Note 2) 10,895   -   10,895   - 
Investment in equity-accounted investments (Note 7) -   (2,500)  (1,250)  (2,500)
Loan to equity-accounted investment (Note 7) (612)  -   (612)  - 
Repayment of loans by equity-accounted investments -   -   4,268   - 
Acquisition of intangible assets -   (1,384)  -   (1,384)
Investment in MobiKwik -   (1,056)  -   (1,056)
Return on investment -   -   -   284 
Net change in settlement assets 3,371   2,031   (10,138)  77,962 
 Net cash provided by (used in) investing activities 12,917   (5,244)  15   68,127 
                  
Cash flows from financing activities               
Proceeds from bank overdraft (Note 10) 207,876   221,582   391,550   306,237 
Repayment of bank overdraft (Note 10) (193,725)  (245,726)  (378,554)  (245,726)
Long-term borrowings utilized (Note 10) -   3,203   14,798   11,004 
Repayment of long-term borrowings (Note 10) (11,313)  (13,551)  (11,313)  (23,811)
Guarantee fee -   (258)  (148)  (394)
Finance lease capital repayments (26)  -   (52)  - 
Dividends paid to non-controlling interest -   (1,208)  -   (2,937)
Net change in settlement obligations (3,371)  (2,031)  10,138   (77,962)
 Net cash (used in) provided by financing activities (559)  (37,989)  26,419   (33,589)
                  
Effect of exchange rate changes on cash 7,508   (1,823)  1,053   (2,772)
Net increase (decrease) in cash and cash equivalents 24,280   (50,292)  13,568   42,987 
Cash and cash equivalents - beginning of period 110,799   183,333   121,511   90,054 
Cash and cash equivalents - end of period(1)$135,079  $133,041  $135,079  $133,041 
                  
See Notes to Unaudited Condensed Consolidated Financial Statements  
(1) Cash, cash equivalents and restricted cash as of December 31, 2019, includes restricted cash of approximately $84.4 million related to cash withdrawn from the Company's various debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Refer to Note 10 for additional information regarding the Company's facilities. 
 
 


NET 1 UEPS TECHNOLOGIES, INC

Notes to the 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 

See Notes to Unaudited Condensed Consolidated Financial Statements

4



NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statement of Changes in Equity forFor the three and six months ended December 31, 2017 (dollar amounts in thousands)

  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 

See Notes to Unaudited Condensed Consolidated Financial Statements

5



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

  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 

See Notes to Unaudited Condensed Consolidated Financial Statements

(1) Cash, cash equivalents and restricted cash as of December 31, 2016, includes restricted cash2019 and 2018
(All amounts in tables stated in thousands or thousands of approximately $43.7 million related to the guarantee issued by FirstRand Bank Limited (acting through its Rand Merchant Bank division). This cash was placed into an escrow account and was considered restricted as to use and therefore was classified as restricted cash. The restriction lapsed upon expiry of the guarantee.U.S. dollars, unless otherwise stated)

6



NET 1 UEPS TECHNOLOGIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
for the three and six months ended December 31, 2017 and 2016
(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

In November 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited ("Net1 SA"), entered into an agreement with Transaction Capital Payment Solutions Proprietary Limited, or its nominee, a limited liability private company duly incorporated in the Republic of South Africa, pursuant to which Net1 SA agreed to sell its entire shareholding in Net1 FIHRST Holdings Proprietary Limited ("FIHRST") for $11.7 million (ZAR 172.2 million). The transaction closed in December 2019. FIHRST was deconsolidated following the closing of the transaction. Net1 SA was obliged to utilize the full purchase price received from the sale of FIHRST to partially settle its obligations under its lending arrangements and applied the proceeds received against its outstanding borrowings - refer to Note 10.

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 six months ended December 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’sCompany's Annual Report on Form 10-K for the fiscal year ended June 30, 2017.2019. 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.

Recent accounting pronouncements adoptedConsideration of going concern

In August 2014, the FASB issued guidance regardingDisclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ThisAccounting guidance requires an entitythe Company's management to perform interim and annual assessments of itsassess whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year of the date thatafter its unaudited condensed consolidated financial statements are issued. An entity must provideThe Company's management has identified certain disclosures if conditions or events, which, considered in the aggregate, could raise substantial doubt about the entity’sCompany's ability to continue as a going concern including the risk that the Company will be unable to:

The Company's management has implemented a number of plans to alleviate the substantial doubt about the Company's ability to continue as a going concern. The guidance is effectiveThese plans include disposing of its Korean business unit, KSNET, as announced in its press release of January 27, 2020, certain non-core assets (refer to Note 3 to the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the Company beginning July 1, 2017. The adoption ofyear ended June 30, 2019, for additional information regarding a call option granted to DNI), and extending its existing borrowings used to fund its ATMs through September 2020. Provided the KSNET disposal closes, as expected, in March 2020, this guidance did not haveis expected to remove the substantial doubt about the Company's ability to continue as a material impact on the Company’s financial statements disclosures.going concern.

In July 2015,addition, 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 haveCompany's management believes it has 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.mitigating actions it can pursue, including (i) limiting the expansion of its microlending finance loans receivable book in South Africa; (ii) implementing further cost cutting measures; (iii) commencing additional asset realizations; (iv) managing its capital expenditures; and (v) accessing alternative sources of capital (including through the issuance of additional shares of its common stock), in order to generate additional liquidity.



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

Consideration of going concern (continued)

The Company's management believes that these plans and mitigating actions alleviate the substantial doubt referred to above and therefore have concluded that the Company remains a going concern.

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

In May 2014, the 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 defers the required implementation date specified inRevenue from Contracts with Customers to December 2017. Public companies may elect to adopt the standard along the original timeline.

The guidance is effective for the Company beginning July 1, 2018. 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.

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 is effective for the Company beginning July 1, 2018, and early adoption is not permitted, with certain exceptions. 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 impact of this guidance on its financial statements disclosure.

In February 2016, the FASBFinancial Accounting Standards Board ("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 iswas 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 evaluatingRefer to Note 18 for the impact of the adoption of this guidance on itsour condensed consolidated financial statements on adoption.statements.

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

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.2020. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements disclosure.

2.Disposal of controlling interest in FIHRST and KSNET

December 2019 disposal of FIHRST

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 forNovember 2019, the Company beginning July 1, 2018. Early adoption is permitted.through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited ("Net1 SA"), entered into an agreement with Transaction Capital Payment Solutions Proprietary Limited, or its nominee, a limited liability private company duly incorporated in the Republic of South Africa, pursuant to which Net1 SA agreed to sell its entire shareholding in Net1 FIHRST Holdings Proprietary Limited ("FIHRST") for $11.7 million (ZAR 172.2 million). The Company is currently assessingtransaction closed in December 2019. FIHRST was deconsolidated following the closing of the transaction. Net1 SA was obliged to utilize the full purchase price received from the sale of FIHRST to partially settle its obligations under its lending arrangements and applied the proceeds received against its outstanding borrowings - refer to Note 10.


2.Disposal of controlling interest in FIHRST and KSNET (continued)

December 2019 disposal of FIHRST (continued)

The table below presents the impact of this guidance on its financial statements disclosure.

In January 2017, the FASB issued guidance regardingSimplifyingdeconsolidation of FIHRST and 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 2calculation of the current goodwill impairment test) in measuringnet gain recognized on deconsolidation:

  Total 
Fair value of consideration received$11,749 
Less: carrying value of FIHRST, comprising 1,870 
   Cash and cash equivalents 854 
   Accounts receivable, net 367 
   Property, plant and equipment, net 64 
   Goodwill (Note 8) 599 
   Intangible assets, net 30 
   Deferred income taxes assets 42 
   Accounts payable (7)
   Other payables (1,437)
   Income taxes payable (220)
   Released from accumulated other comprehensive income - foreign currency translation reserve (Note 13) 1,578 
   Settlement assets 17,406 
   Settlement liabilities (17,406)
      Gain recognized on disposal, before tax 9,879 
      Taxes related to gain recognized on disposal, comprising: - 
         Capital gains tax 2,418 
         Release of valuation allowance related to capital gains tax previously unutilized(1) (2,418)
      Transaction costs 136 
            Gain recognized on disposal, after tax$9,743 

(1) Net1 SA recorded a goodwill impairment loss. The guidance is effective forvaluation allowance related to capital losses previously generated but not utilized. A portion of these unutilized capital losses was utilized as a result of the disposal of FIHRST and, therefore, the equivalent portion of the valuation allowance created was released.

Pro forma results of operations related to the FIHRST disposal have not been presented because the effect of the disposal was not material to the Company.

Disposal of KSNET

On January 23, 2020, the Company, beginning July 1,through its wholly owned subsidiary Net1 Applied Technologies Netherlands B.V. ("Net1 BV"), a limited liability private company duly incorporated in The Netherlands, entered into an agreement with PayletterHoldings LLC, a limited liability private company duly incorporated in the Republic of Korea, in terms of which Net1 BV agreed to sell its entire shareholding in Net1 Applied Technologies Korea Limited, a limited liability private company incorporated in the Republic of Korea and the sole shareholder of KSNET, Inc. for $237.2 million. The transaction is subject to customary closing conditions and is expected to close in March 2020. Early adoptionThe transaction 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.not subject to a financing condition.


1. Basis of Presentation3.Accounts receivable, net and Summary of Significant Accounting Policies (continued)other receivables and finance loans receivable, net

Recent accounting pronouncements not yet adoptedAccounts receivable, net and other receivables

The Company's accounts receivable, net, and other receivables 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 arrangements2019, 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 guidanceJune 30, 2019, 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. Pre-funded social welfare grants receivable

Pre-funded social welfare grants receivable represents primarily amounts pre-funded by the Company to certain merchants participatingpresented in the merchant acquiring system. table below:

  December 31,    June 30,  
   2019     2019  
            
Accounts receivable, trade, net$ 26,568   $ 25,136  
Accounts receivable, trade, gross  27,312     26,377  
Allowance for doubtful accounts receivable, end of period  744     1,241  
         Beginning of period  1,241     1,101  
         Reversed to statement of operations  (535)    (24) 
         Charged to statement of operations  108     3,296  
         Utilized  (58)    (3,059) 
         Deconsolidated  -     (38) 
         Foreign currency adjustment  (12)    (35) 
            
            
Current portion of cash payments to agents in South Korea that are amortized over the contract period  11,927     15,543  
          Cash payments to agents in South Korea that are amortized over the contract period  18,457     25,107  
           Less: cash payments to agents in South Korea that are amortized over the contract period included in other long-term assets (Note 7)  6,530     9,564  
Loans provided to Carbon  3,000     3,000  
Loan provided to DNI  -     4,260  
Other receivables  27,070     24,555  
      Total accounts receivable, net$ 68,565   $ 72,494  

The January 2018 payment service commenced on January 2, 2018, but the Company pre-funded certain merchants participatingloan provided to DNI was repaid in full in July 2019. Other receivables include prepayments, deposits and other receivables.

Finance loans receivable, net

The Company's finance loans receivable, net, as of December 31, 2019, and June 30, 2019, is presented in the merchant acquiring systems on December 30, 2017. The July 2017 payment service commenced on July 1, 2017, but the Company pre-funded certain merchants participating in the merchant acquiring systems on the last day of June 2017.table below:

  December 31,    June 30,  
   2019     2019  
            
Microlending finance loans receivable, net$ 14,504   $ 20,981  
Microlending finance loans receivable, gross  17,091     24,180  
Allowance for doubtful finance loans receivable, end of period  2,587     3,199  
        Beginning of period  3,199     4,239  
        Reversed to statement of operations  (601)    -  
        Charged to statement of operations  1,081     28,802  
        Utilized  (1,085)    (29,721) 
        Foreign currency adjustment  (7)    (121) 
            
            
Working capital finance loans receivable, gross  14,613     9,650  
Working capital finance loans receivable, gross  20,736     15,742  
Allowance for doubtful finance loans receivable, end of period  6,123     6,092  
         Beginning of period  6,092     12,164  
         Charged to statement of operations  30     712  
         Utilized  -     (6,777) 
         Foreign currency adjustment  1     (7) 
            
            
         Total accounts receivable, net$ 29,117   $ 30,631  


4. Inventory

The Company’sCompany's inventory comprised the following categorycategories as of December 31, 20172019, and June 30, 2017.2019.

  December 31,  June 30, 
  2017  2017 
Finished goods$12,482 $8,020 
 $12,482 $8,020 
 December 31,   June 30, 
  2019   2019 
        
Finished goods$7,538  $7,535 
Finished goods subject to sale restrictions 13,658   - 
 $21,196  $7,535 

4. Finished goods subject to sale restrictions represent airtime inventory purchased and held for sale to customers that may only be sold by the Company after March 31, 2020, and only with the express permission of certain South African banks. As discussed in Note 10, the Company obtained additional borrowings from its existing bankers to purchase Cell C airtime from an independent distributor of Cell C airtime. The Company did not pay the vendor for the airtime inventory directly because the parties (the vendor, Cell C, the Company and certain South African banks) agreed that the Company would pay the amount to Cell C to settle amounts payable to Cell C by the vendor in order to inject additional liquidity into Cell C. The Company may not return any unsold airtime inventory to either the vendor or Cell C. The Company agreed to mandatory prepayment terms, which require the Company to use the proceeds from the sale of the airtime inventory to settle certain borrowings. For more information about the amended finance documents, refer to Note 10.

5.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. 6. Fair value of financial instruments

Fair value of financial instruments

Initial recognition and measurement

Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs.

Risk management

The Company 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.


5. 6. 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’sCompany's results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns mosta significant amount of its revenues and incurs mosta significant amount of its expenses in ZAR.ZAR and Korean won ("KRW"). The U.S. dollar to both the ZAR and KRW exchange raterates has fluctuated significantly over the past three years. As exchange rates are outside the Company’sCompany's control, there can be no assurance that future fluctuations will not adversely affect the Company’sCompany's results of operations and financial condition.

Interest rate risk

As a result of its normal borrowing and lending activities, the Company’sCompany'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 risk

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.

Credit risk

Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies with regard to its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’scounterparty's financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’sCompany'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’sPoor'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’smanagement'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.


6. Fair value of financial instruments (continued)

Financial instruments (continued)

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

The Company's Level 3 asset represents an investment of 75,000,000 class “A”"A" shares in Cell C, (Pty) Limited (“Cell C”), a leadingsignificant mobile telecoms provider in South Africa (refer to Note 6).Africa. The Company has designated such shares as available for sale investments.used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C shares areas of June 30, 2019, and valued Cell C at $0.0 (zero) at December 31, 2019, and June 30, 2019. As of June 30, 2019, the Company changed its valuation methodology from a Company-developed adjusted EV/ EBITDA model to a discounted cash flow approach due to anticipated changes in Cell C's business model and the current challenges faced by Cell C, which would not listedhave been captured by the previous valuation approach. The Company believes the Cell C business plan utilized in the Company's valuation is reasonable based on the current performance and there is no readily determinable market valuethe expected changes in Cell C's business model.

The Company utilized the latest business plan provided by Cell C management for the shares. period ending December 31, 2024, and the following key valuation inputs were used as of December 31, 2019 and June 30, 2019:

Weighted Average Cost of Capital:

Between 15% and 20% over the period of the forecast

Long term growth rate:

3 % (4,5% as of June 30, 2019)

Marketability discount:

10%

Minority discount:

15%

Net adjusted external debt - December 31, 2019:(1)

ZAR 16,4 billion ($1,2 billion), includes R6 billion of lease liabilities

Net adjusted external debt - June 30, 2019:(2)

ZAR 13,9 billion ($1 billion), includes R6,4 billion of lease liabilities

Deferred tax (incl, assessed tax losses) - December 31, 2019:(1)

ZAR 2,9 billion ($206,4 million)

Deferred tax (incl, assessed tax losses) - June 30, 2019:(2)

ZAR 2,9 billion ($205,9 million)

(1) translated from ZAR to U.S. dollars at exchange rates applicable as of December 31, 2019.

(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2019.

The Company has developed anutilized the aforementioned adjusted EV/EBITDA multiple valuation model in order to determine the fair value of the Cell C shares.shares as of December 31, 2018. The primary inputs to the valuation model areas of December 31, 2018, were unchanged from June 30, 2018, except for the EBITDA multiple. The primary inputs to the valuation model were Cell C’sC's annualized adjusted EBITDA for the 11 months ended June 30, 2018, of ZAR 3.9 billion ($270.9 million, translated at exchange rates applicable as of December 31, 2018), an EBITDA multiple of 6.32; Cell C's net external debt of ZAR 8.8 billion ($611.4 million, translated at exchange rates applicable as of December 31, 2018); and a marketability discount of 10% as Cell C’s external debt.C is not listed. The EBITDA multiple was determined based on an analysis of Cell C’sC'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.

The following table presents the impact on the carrying value of the Company's Cell C investment of a 2.0% increase and 2.0% decrease in the South African marketplace.WACC rate and the EBITDA margins used in the Cell C valuation on December 31, 2019, all amounts translated at exchange rates applicable as of December 31, 2019:

Sensitivity for fair value of Cell C investment 2.0% increase(A)  2.0% decrease(A) 
WACC rate$- $8,238 
EBITDA margin$1,687 $- 

(A) the carrying value of the Cell C investment is not impacted by a 1.0% increase or a 1.0% decrease and therefore the impact of a 2.0% increase and a 2.0% decrease is presented.

The fair value of the Cell C shares as of December 31, 2017,2019, represented approximately 12%0% of the Company’sCompany's total assets, including these shares. The Company expects to hold these shares for an extended period of time and it is not concerned withthat there will be short-term equity price volatility with respect to these shares provided thatparticularly given the underlying business, economic and management characteristicscurrent situation of Cell C's business.

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

The salient terms of the company remain sound.Company's investment in DNI are described in Note 3 to the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2019. 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 ($27.8 million, translated at exchange rates applicable as of December 31, 2018), in cash, subject to the achievement of certain performance targets by DNI.


6. Fair value of financial instruments (continued)

Financial instruments (continued)

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

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 385.7 million ($26.8 million) and ZAR 373.6 million ($27.2 million), in other payables in its unaudited condensed consolidated balance sheet as of December 31, 2018, and in long-term liabilities as of June 30, 2018, respectively, which amount represents the present value of the ZAR 400.0 million to be paid (amounts translated at exchange rates applicable as of December 31, 2018, and June 30, 2018, respectively). The amount was settled on March 31, 2019, as described in Note 3 to the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2019.

Derivative transactions - Foreign exchange contracts

As part of the Company’sCompany'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’sCompany'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 had no outstanding foreign exchange contracts as of December 31, 2017 and2019, or June 30, 2017, respectively.2019.

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

 Quoted          
 price in          
 active  Significant       
 markets for  other  Significant    
 identical  observable  unobservable    
 assets  inputs  inputs    
 (Level 1) (Level 2) (Level 3) Total  Quoted Price in Active Markets for Identical Assets
(Level 1)
   Significant Other Observable Inputs
(Level 2)
   Significant Unobservable Inputs
(Level 3)
   Total 
Assets                           
Investment in Cell C$- $- $161,695 $161,695 $-  $-  $-  $- 
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) 587   -   -   587 
Fixed maturity investments (included in cash and cash equivalents) 7,458  -  -  7,458  2,845   -   -   2,845 
Other -  40  -  40  -   414   -   414 
Total assets at fair value$8,122 $40 $161,695 $169,857 $3,432  $414  $-  $3,846 

11


5. Fair value of financial instruments (continued)

Financial instruments (continued)

The following table presents the Company’sCompany's assets and liabilities measured at fair value on a recurring basis as of June 30, 2017,2019, according to the fair value hierarchy:

 Quoted          
 Price in          
 Active  Significant       
 Markets for  Other  Significant    
 Identical  Observable  Unobservable    
 Assets  Inputs  Inputs     Quoted Price in Active Markets for Identical Assets
(Level 1)
   Significant Other Observable Inputs
(Level 2)
   Significant Unobservable Inputs
(Level 3)
   Total 
 (Level 1) (Level 2) (Level 3) Total  
Assets                           
Related to insurance business:            
Investment in Cell C$-  $-  $-  $- 
Related to insurance business               
Cash and cash equivalents (included in other long-term assets)$627 $- $- $627  619   -   -   619 
Fixed maturity investments (included in cash and cash equivalents) 5,160  -  -  5,160  5,201   -   -   5,201 
Other -  37  -  37  -   413   -   413 
Total assets at fair value$5,787 $37 $- $5,824 $5,820  $413  $-  $6,233 


6. Fair value of financial instruments (continued)

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

AssetsThere was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the three and six months ended December 31, 2019. Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a nonrecurringrecurring basis, and categorized within Level 3, during the six months ended December 31, 2019:

Carrying value
Assets
Balance as of June 30, 2019-
Foreign currency adjustment(1)-
Balance as of December 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 six months ended December 31, 2018:

Carrying value
Assets
Balance as at June 30, 2018172,948
Realized losses(15,836)
Foreign currency adjustment(1)(8,054)
Balance as of December 31, 2018149,058
Liabilities
Balance as at June 30, 201827,222
Accretion of interest835
Foreign currency adjustment(1)(1,267)
Balance as of December 31, 201826,790

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

Assets measured at 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

We measure equity investments without readily determinable 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. 7.Equity-accounted investments and other long-termlong term assets

Equity-accounted investments

The Company’s ownership percentage in its equity-accounted investments as of December 31, 2017 and June 30, 2017, 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% 

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 requiredRefer 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, subjectNote 9 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.

12


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

Equity-accounted investments (continued)

On October 2, 2017, the Company acquired a 30% interest 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. The Company has an option, exercisable until October 2, 2019, to acquire an additional 35% interest in Bank Frick.

Bank Frick provides a complete suite 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. 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 Frick has the potential to provide the Company with a stable, long-term and strategic relationship with a fully-licensed bank.

As of December 31, 2017, the Company owned 205,483,967 shares in Finbond. Finbond is listed on the Johannesburg Stock Exchange and its closing price on December 29, 2017, the last trading day of the quarter, was R3.39 per share. The aggregate value of the Company’s holding in Finbond on December 31, 2017 was R696.6 million ($56.3 million translated at exchange rates applicable as of December 31, 2017). 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, the Company, pursuant to its election, received an additional 4,361,532 shares in Finbond as a capitalization share issue in lieu of a dividend.

On October 7, 2016, the Company provided a loan of ZAR 139.2 million ($10.0 million, translated at the foreign exchange rates applicable on the date of the loan) to Finbond 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”) 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. The Company has the right to elect for the loan to be repaid in either Finbond ordinary shares, including through a rights offering, (in accordance with an agreed mechanism) or in cash. The Company must make 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 credit facility of up to $10 million in the form of convertible debt to KZ One, of which $2 million had been drawn as of December 31, 2017 and June 30, 2017.

Summarized below is the movement in equity-accounted investments during the six months ended December 31, 2017:

  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 

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

Other long-term assets

Summarized below is the breakdown of other long-term assets as of December 31, 2017, and June 30, 2017:

  December 31,  June 30, 
  2017  2017 
       
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 
Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes due in 2022 9,182  - 
     Total held to maturity investments 9,182  - 
     Long-term portion of payments to agents in South Korea amortized over the contract period 20,512  17,290 
     Policy holder assets under investment contracts (Note 8) 664  627 
     Reinsurance assets under insurance contracts Note 8) 212  191 
     Other long-term assets 5,600  5,271 
               Total other long-term assets$225,463 $49,696 

(1) The notes to the unaudited condensed consolidated financial statements included in the Company’s Form 10-Q for 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. The Company funded the transaction through a combination of cash and the facilities described in Note 14 to the Company’sCompany'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, among2019, for additional information regarding its equity-accounted investments and 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.long-term assets.

Equity-accounted investments

The Company has signed a subscription agreement with MobiKwik, which is India’s largest independent mobile payments network, with over 65 million usersCompany's ownership percentage in its equity-accounted investments as of December 31, 2019 and 2.0 million merchants. Pursuant toJune 30, 2019, was as follows:

 

December 31,

June 30,

 

 

 

2019

 

2019

 

Bank Frick & Co AG ("Bank Frick")

 

35%

 

35%

 

DNI

 

30%

 

30%

 

Finbond Group Limited ("Finbond")

 

29%

 

29%

 

Carbon Tech Limited ("Carbon"), formerly OneFi Limited

 

25%

 

25%

 

Revix ("Revix")

 

25%

 

-

 

SmartSwitch Namibia (Pty) Ltd ("SmartSwitch Namibia")

 

50%

 

50%

 

V2 Limited ("V2")

 

50%

 

50%

 

Walletdoc Proprietary Limited ("Walletdoc")

 

20%

 

20%

 



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

Equity-accounted investments (continued)

DNI

During the subscription agreement,three and six months ended December 31, 2019, the Company agreed to make an equity investment of up to $40.0 millionrecorded earnings from DNI that resulted 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% of the issuance. The 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, at Cedar Cellular’s election, for payment 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 DNI exceeding the notesamount that the Company could receive pursuant to the call option granted to DNI in May 2019. During the three and six months ended December 31, 2019, the Company has recorded an impairment loss of $0.8 million and $1.1 million, respectively, which represents the difference between the amount that the Company could receive pursuant to the call option and DNI's carrying value.

Bank Frick

On October 2, 2019, the Company exercised its option to acquire an additional 35% interest in Bank Frick from the Frick Family Foundation. The Company will pay an amount, the "Option Price Consideration", for the additional 35% interest in Bank Frick, which represents the higher of CHF 46.4 million ($46.5 million at exchange rates on October 2, 2019) or 35% of 15 times the average annual normalized net income of the Bank over the two years ended December 31, 2018. The shares will only transfer on payment of the Option Price Consideration, which shall occur on the later of (i) 180 days after the date of exercise of the option; (ii) in the event of any regulatory approvals being required, 10 days after receipt of approval (either unconditionally or on terms acceptable to both parties); and (iii) 10 days after the date on which the Option Price Consideration is agreed or finally determined.

Finbond

As of December 31, 2019, the Company owned 268,820,933 shares in Finbond representing approximately 29.1% of its issued and outstanding ordinary shares. Finbond is listed on the Johannesburg Stock Exchange and its closing price on December 31, 2019, the last trading day of the month, was ZAR 3.50 per share. The market value of the Company's holding in Finbond on December 31, 2019, was ZAR 0.9 billion ($67.0 million translated at exchange rates applicable as of December 31, 2017. The notes are listed on The International Stock Exchange.2019). On August 2, 2019, the Company, pursuant to its election, received an additional 1,148,901 shares in Finbond as a capitalization share issue in lieu of a dividend.

V2 Limited

In August 2019, the Company made a further equity contribution of $1.3 million to V2 Limited ("V2") and in January 2020 it made its final committed equity contribution of $1.3 million bringing the total equity contribution to $5.0 million. The Company has electedalso committed to treatprovide V2 with a working capital facility of $5.0 million, which is subject to the investment in the notes as held to maturity securities.achievement of certain pre-defined objectives.


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

Equity-accounted investments (continued)

        DNI Bank Frick Finbond Other(1) Total 
Investment in equity                
 Balance as of June 30, 2019 $61,030 $47,240 $35,300 $7,398 $150,968 
  Acquisition of shares  -  -  274  1,250  1,524 
  Stock-based compensation  -  -  71  -  71 
  Comprehensive income (loss):  1,108  469  2,718  (499) 3,796 
   Other comprehensive loss  -  -  2,227  -  2,227 
   Equity accounted earnings (loss)  1,108  469  491  (499) 1,569 
    Share of net income  3,113  755  491  (499) 3,860 
    Amortization of acquired intangible assets  (1,292) (376) -  -  (1,668)
    Deferred taxes on acquired intangible assets  361  90  -  -  451 
    Impairment  (1,074) -  -  -  (1,074)
  Dividends received  (1,110) -  (274) (338) (1,722)
  Foreign currency adjustment(2)  137  453  300  (48) 842 
 Balance as of December 31, 2019 $61,165 $48,162 $38,389 $7,763 $155,479 
                       
Investment in loans:                
 Balance as of June 30, 2019 $- $- $- $148 $148 
  Loans granted  -  -  -  612  612 
  Allowance for doubtful loans  -  -  -  (620) (620)
  Foreign currency adjustment(2)  -  -  -  8  8 
 Balance as of December 31, 2019 $- $- $- $148 $148 
                       
              Equity  Loans  Total 
Carrying amount as of :                
  June 30, 2019       $150,968 $148 $151,116 
  December 31, 2019       $155,479 $148  155,627 
                       
(1) Includes primarily Carbon, 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 Namibian dollar, and the U.S. dollar on the carrying value. 

Other long-term assets

Summarized below is the breakdown of other long-term assets as of December 31, 2019, and June 30, 2019:

   December 31,   June 30, 
    2019   2019 
          
Total equity investments$26,993  $26,993 
  Investment in 15% of Cell C, at fair value (Note 6) -   - 
  Investment in 13% of MobiKwik 26,993   26,993 
Total held to maturity investments -   - 
  Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes -   - 
Long-term portion of payments to agents in South Korea amortized over the contract period (Note 3) 6,530   9,564 
Policy holder assets under investment contracts (Note 9) 587   619 
Reinsurance assets under insurance contracts (Note 9) 1,159   1,163 
Other long-term assets 5,875   5,850 
  Total other long-term assets$41,144  $44,189 


7.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 components of the Company’s available for saleCompany's equity securities without readily determinable fair value and held to maturity investments as of December 31, 2017:2019:

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

The Company had no available for sale orSummarized below are the components of the Company's equity securities without readily determinable fair value and held to maturity investments as of June 30, 2017.2019:

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

No interest income from the Cedar Cellular note was recorded during the three and six months ended December 31, 2019. The Company recognized interest income of $1.2 million and $1.4 million, related to the Cedar Cellular notes during the three and six months ended December 31, 2018, respectively. Interest on this investment will only be paid, at Cedar Cellular's election, on maturity in August 2022. The Company's effective interest rate on the Cedar Cellular note was 24.82% as of December 31, 2018.

As of December 31, 2018, the Company did not expect to recover the entire amortized cost basis of the Cedar Cellular notes due to a reduction in the amount of future cash flows expected to be collected from the debt security. The Company did not expect to generate any cash flows from the debt security prior to the maturity date in August 2022, and expected to recover approximately $22.0 million at maturity. As of December 31, 2018, the Company calculated the present value of the expected cash flows to be collected from the debt security by discounting the 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 $9.0 million was less than the amortized cost basis recorded of $11.8 million (before the impairment) as of December 31, 2018. Accordingly, the Company recorded an other-than-temporary impairment related to a credit loss of $2.7 million during the three and six months ended December 31, 2018.

Contractual maturities of held to maturity investments

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

  Cost  Estimated 
  basis  fair value 
Due in one year or less$- $- 
Due in one year through five years 9,000  9,182 
Due in five years through ten years -  - 
Due after ten years -  - 
     Total$9,000 $9,182 
Cost basisEstimated fair value(1)
  Due in one year or less            $-$-
  Due in one year through five years (2)--
  Due in five years through ten years            --
  Due after ten years            --

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.

(2) The cost basis is zero ($0.0 million).


8.Goodwill and intangible assets, net

Goodwill

Impairment loss

The Company assesses the carrying value of goodwill for impairment annually, or more frequently, whenever events occur and circumstances change indicating potential impairment. The Company performs its annual impairment test as of June 30 of each year. During the three and six months ended December 31, 2018, 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 during the period up 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 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 segments, or in any other of the Company's businesses, this may lead to additional impairments in future periods.

Summarized below is the movement in the carrying value of goodwill for the six months ended December 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 value   Accumulated impairment   Carrying value 
Balance as of June 30, 2019$184,544  $(35,157) $149,387 
   Disposal of FIHRST (Note 2) (599)  -   (599)
   Foreign currency adjustment (1) 122   28   150 
  Balance as of December 31, 2019$184,067  $(35,129) $148,938 
               
   (1) - The foreign currency adjustment represents the effects of the fluctuations between the South African rand, the Euro and the Korean won, and the U.S. dollar on the carrying value. 

(1) – Represents the effects of the fluctuations between the South African rand, euro and the Korean won, and the U.S. dollar on the carrying value.

Goodwill has been allocated to the Company’sCompany'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 African transaction processing   International transaction processing   Financial inclusion and applied technologies   Carrying value 
Balance as of June 30, 2019$19,208  $112,728  $17,451  $149,387 
   Disposal of FIHRST (Note 2) (599)
 - 
 - 
 (599)
   Foreign currency adjustment (1) 23   83   44   150 
  Balance as of December 31, 2019$18,632  $112,811  $17,495  $148,938 
                   
   (1) - The foreign currency adjustment represents the effects of the fluctuations between the South African rand, the Euro and the Korean won, and the U.S. dollar on the carrying value. 


7. 8.Goodwill and intangible assets, net (continued)

Intangible assets net

Carrying value and amortization of intangible assets

Summarized below is the carrying value and accumulated amortization of the intangible assets as of December 31, 20172019 and June 30, 2017:2019:

  As of December 31, 2017  As of June 30, 2017 
  Gross     Net  Gross     Net 
  carrying  Accumulated   carrying   carrying  Accumulated  carrying   
  value  amortization  value  value  amortization  value 
Finite-lived intangible assets:                  
     Customer relationships$105,365 $(75,089)$30,276 $99,209 $(65,595)$33,614 
     Software and unpatented technology 35,227  (33,587) 1,640  33,273  (31,112) 2,161 
     FTS patent 3,098  (3,098) -  2,935  (2,935) - 
     Exclusive licenses 4,506  (4,506) -  4,506  (4,506) - 
     Trademarks 7,361  (5,486) 1,875  6,972  (4,759) 2,213 
     Total finite-lived intangible assets 155,557  (121,766) 33,791  146,895  (108,907) 37,988 
Indefinite-lived intangible assets:                  
     Financial institution license 813  -  813  776  -  776 
     Total indefinite-lived intangible assets 813  -  813  776  -  776 
             Total intangible assets$156,370 $(121,766)$34,604 $147,671 $(108,907)$38,764 
   As of December 31, 2019  As of June 30, 2019 
    Gross carrying value   Accumulated amortization   Net carrying value   Gross carrying value   Accumulated amortization   Net carrying value 
Finite-lived intangible assets:                       
 Customer relationships$95,792  $(89,273) $6,519  $96,653  $(86,285) $10,368 
 Software and unpatented                       
 technology 28,883   (28,598)  285   32,071   (31,829)  242 
 FTS patent 2,727   (2,727)  -   2,721   (2,721)  - 
 Trademarks 6,784   (6,307)  477   6,772   (6,265)  507 
 Total finite-lived intangible assets 134,186   (126,905)  7,281   138,217   (127,100)  11,117 
Infinite-lived intangible assets:                       
 Financial institution licenses 762   -   762   772   -   772 
 Total infinite-lived intangible assets 762   -   762   772   -   772 
                          
  Total intangible assets$134,948  $(126,905) $8,043  $138,989  $(127,100) $11,889 

Aggregate amortization expense on the finite-lived intangible assets for the three months ended December 31, 20172019 and 2016,2018, was approximately $2.9$1.9 million and $3.6$6.1 million, respectively. Aggregate amortization expense on the finite-lived intangible assets for the six months ended December 31, 20172019 and 2016,2018, was approximately $5.8$3.8 million and $6.5$12.2 million, respectively.

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 December 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 2020 10,653 Fiscal 2020 $7,919 
Fiscal 2021 4,582 Fiscal 2021  2,807 
Fiscal 2022 81 Fiscal 2022  73 
Fiscal 2023Fiscal 2023  73 
Fiscal 2024Fiscal 2024  72 
Thereafter 330 Thereafter  145 
Total future estimated annual amortization expense$39,853 
Total future estimated annual amortization expense               $11,089 


9.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 six months ended December 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 Assets (1)   Insurance contracts (2) 
Balance as of June 30, 2019$1,163  $(1,880)
 Increase in policy holder benefits under insurance contracts 220   (3,232)
 Claims and policyholders' benefits under insurance contracts (227)  3,201 
 Foreign currency adjustment (3) 3   (5)
  Balance as of December 31, 2019$1,159  $(1,916)

(1)

(1) Included in other long-term assets.

(2)

(2) Included in other long-term liabilities.

(3)

(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 large insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability.

The Company determines its reserves for policy benefits under its lifevalue of insurance products using a model which estimates claims incurred that have not been reported atcontract liabilities is based on the balance sheet date. This model includes best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimateestimates assumptions include thoseplus prescribed margins includes 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(based on average industry experience. The values of matured guaranteed endowments were increased by late payment interest (net of the asset management fee and allowance for tax on investment income)experience).

Assets and policyholder liabilities under investment contracts

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

     Investment 
  Assets(1) contracts(2)
Balance as of June 30, 2017$627 $(627)
     Increase in policyholder benefits under investment contracts 2  (2)
     Foreign currency adjustment(3) 35  (35)
         Balance as of December 31, 2017$664 $(664)
   Assets (1)   Investment contracts (2) 
Balance as of June 30, 2019$619  $(619)
 Increase in policy holder benefits under investment contracts 2   (2)
 Claims and policyholders' benefits under investment contracts (36)  36 
 Foreign currency adjustment (3) 2   (2)
  Balance as of December 31, 2019$587  $(587)

(1)

(1) Included in other long-term assets.

(2)

(2) Included in other long-term liabilities.

(3)

(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 facilities10.Borrowings

Summarized below areRefer to Note 12 to the Company’s available short-term facilities andCompany's audited consolidated financial statements included in its Annual Report on Form 10-K for the amounts utilized as of December 31, 2017 andyear ended June 30, 2017, all2019, for additional information regarding its borrowings.

South 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 of June 30,the dates specified.

July 2017 the Company had utilized approximately CHF 15.9 million ($16.6 million) of the CHF 20 millionFacilities, as amended, comprising a short-term facility and had not utilized anylong-term borrowings

Short-term facility - Facility E

On September 26, 2018, Net1 SA further revised its amended July 2017 Facilities agreement with RMB to include an overdraft facility ("Facility E") of the EUR 40up to ZAR 1.5 billion ($106.8 million, facility. All amounts have been translated at exchange rates applicable as of June 30, 2017.December 31, 2019) to fund the Company's ATMs. The available Facility E overdraft facility was subsequently reduced to ZAR 1.2 billion ($85.4 million, translated at exchange rates applicable as of December 31, 2019) in September 2019. Interest on the overdraft facility is payable on the last day of each month and on the final maturity date based on the South African prime rate. The overdraft facility will be reviewed in September 2020. The overdraft facility amount utilized must be repaid in full within one month of utilization and at least 90% of the amount utilized must be repaid with 25 days.


10.Borrowings (continued)

South Africa (continued)

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

Short-term facility - Facility E (continued)

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, and any rights and claims Net1 SA has against Grindrod Bank Limited. As at December 31, 2019, the Company had utilized approximately ZAR 1.0 billion ($72.7 million) of this overdraft facility.

This ZAR 1.2 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 December 31, 2019, was 10.00% and reduced to 9.75% on January 17, 2020, following a reduction in the South African repo rate.

Long-term borrowings facility - Facility F

On September 4, 2019, Net1 SA further amended its amended July 2017 Facilities agreement with RMB and Nedbank to include an overdraft facility ("Facility F") of up to ZAR 300.0 million ($21.4 million, translated at exchange rates applicable as of December 31, 2019) for the sole purpose of funding the acquisition of airtime from Cell C. Net1 SA may not dispose of the airtime acquired from Cell C prior to April 1, 2020, without the prior consent of RMB, Absa Bank Limited and Investec Asset Management Proprietary Limited. Facility F comprises (i) a first Senior Facility F loan of ZAR 220.0 million (ii) a second Senior Facility F loan of ZAR 80.0 million, or such lesser amount as may be agreed by the facility agent. Facility F is required to be repaid in full within nine months following the first utilization of the facility. Net1 SA is required to prepay Facility F subject to customary prepayment terms. Interest on Facility F is based on JIBAR plus a margin of 5.50% per annum and is due in full on repayment of the loan. JIBAR was 6.80% on December 31, 2019. The margin on the Facility F increased by 1% on November 1, 2019, because we had not disposed of our remaining shareholding in DNI and FIHRST by that date. Net1 SA paid a non-refundable structuring fee of ZAR 2.2 million ($0.1 million) to the Lenders in September 2019, and the Company expensed this amount in full during the first quarter of fiscal 2020.

Nedbank facility, comprising short-term facilities

As of December 31, 2017,2019, the aggregate amount of the Company's short-term South African credit facility with Nedbank Limited was ZAR 450.0 million ($32.0 million). The credit facility comprises an overdraft facility of (i) up to ZAR 300.0 million ($21.4 million), which is further split into (a) a ZAR 250.0 million ($17.8 million) overdraft facility which may only be used to fund mobile ATMs and (b) a ZAR 50.0 million ($3.6 million) general banking facility and (ii) indirect and derivative facilities of up to ZAR 150.0 million ($10.7 million), which include letters of guarantees, letters of credit and forward exchange contracts. 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 the Company's 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 owed to Nedbank under the facility. As of December 31, 2019, the Company had total funds of $2.7 million in bank accounts with Nedbank which have been set off against $14.4 million drawn under the Nedbank facility, for a net amount drawn under the facility of $11.7 million. As of December 31, 2019, the interest rate on these facilitiesthe overdraft facility was 5.00%. The8.85%, and reduced to 8.60% on January 17, 2020, following a reduction in the South African repo rate.

As of December 31, 2019, the Company assigned all claims against amounts due from Masterpayment customers, which have been financed from the CHF 20had utilized approximately ZAR 164.3 million facility, plus all secondary rights and preferential rights as collateral for this($11.7 million) of its ZAR 300.0 million overdraft facility to Bank Frick. Masterpayment was required to open a primary business account with Bank Frickfund ATMs, and this account has been pledged to Bank Frick as collateral for the EUR 40none of its ZAR 50.0 million general banking facility. Net1 also stands as guarantor for bothAs 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, 2019 and will automatically be extendedJune 30, 2019, the Company had utilized approximately ZAR 93.6 million ($6.7 million) and ZAR 93.6 million ($6.6 million), respectively, of its indirect and derivative facilities of ZAR 150 million to enable the bank to issue guarantees, letters of credit and forward exchange contracts, in order for one additional year if not terminated with 12 months written notice. The CHF 20 millionthe Company to honor its obligations to third parties requiring such guarantees (refer to Note 21).

United States, a short-term 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

On September 14, 2018, the Company settled the EUR 40 million and CHF 20 million revolving overdraft facilities in full and these facilities will be cancelled and Net1 will be released from the guarantees.

United States

On January 29, 2018, the Company obtained a $10renewed its $10.0 million overdraft facility from Bank Frick.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 month3-month US Dollardollar LIBOR and interest is payable on a quarterly commencingbasis. The 3-month US dollar LIBOR rate was 1.91% on MarchDecember 31, 2018.2019. 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’sCompany's investment in Bank Frick. As of December 31, 2019, the Company had utilized approximately $13.9 million of this facility.


10.Borrowings (continued)

South AfricaKorea, a short-term facility

The aggregate amount ofCompany obtained a one year KRW 10.0 billion ($8.7 million) short-term overdraft facility from Hana Bank, a South Korean bank, in January 2019. The interest rate on the Company’s short-term South African credit facility with Nedbank Limited was ZAR 400 million ($32.4 million) and consists of (i) a primary amount of up to ZAR 200 million ($16.2 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 applicableis 1.98% plus the 3-month CD rate. The CD rate as of December 31, 2017)2019 was 1.53%. The primary amount comprises an overdraft facility of up to ZAR 50 million ($4.0 million) and indirect and derivative facilities of up to ZAR 150 million ($12.2 million), which include letters of guarantee, letters of credit and forward exchange contracts (all amounts denominatedexpires in ZAR and translated at exchange rates applicable as of December 31, 2017).

January 2021, however can be renewed. The facility is unsecured with no fixed repayment terms. As of December 31, 2017, the interest rate on the overdraft facility was 9.10%. The Company has ceded its investment in Cash Paymaster Services Proprietary Limited (“CPS”), a South African subsidiary, 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.

As of each of December 31, 2017 and June 30, 2017, respectively,2019, the Company had not utilized any of its overdraftthis facility. As of December 31, 2017,

Movement in short-term credit facilities

Summarized below are the Company had utilized approximately ZAR 126.0 million ($10.2 million, translated at exchange rates applicableCompany's short-term facilities as of December 31, 2017) of its ZAR 150 million indirect2019, and derivativethe movement in the Company's short-term facilities to obtain foreign exchange contracts from the bank and to enable the bank to issue guarantees, including stand-by letters of credit, in order for the Company to honor its obligations to third parties requiring such guarantees (refer to Note 18). 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)2019 to as of itsDecember 31, 2019:

      South Africa   United States   South Korea   Total 
      Amended July 2017   Nedbank   Bank Frick   Hana     
Short-term facilities available as of                   
December 31, 2019$85,419  $32,032  $20,000  $8,654  $146,105 
 Overdraft -   3,559   20,000   8,654   32,213 
 Overdraft restricted as to use for ATM funding only 85,419   17,796   -   -   103,215 
 Indirect and derivative facilities -   10,677   -   -   10,677 
                        
Movement in utilized overdraft facilities:                   
 Balance as of June 30, 2019 69,566   5,880   9,544   -   84,990 
  Utilized 349,466   33,722   8,362   -   391,550 
  Repaid (346,525)  (28,029)  (4,000)  -   (378,554)
  Foreign currency adjustment(1) 157   123   -   -   280 
   Balance as of December 31, 2019(2) 72,664   11,696   13,906   -   98,266 
    Restricted as to use for ATM funding only 72,664   11,696   -   -   84,360 
    No restrictions as to use -   -   13,906   -   13,906 
                        
Movement in utilized indirect and derivative                   
facilities:                   
 Balance as of June 30, 2019 -   6,643   -   -   6,643 
  Foreign currency adjustment(1) -   17   -   -   17 
   Balance as of December 31, 2019$-  $6,660  $-  $-  $6,660 

(1) Represents the effects of the fluctuations between the ZAR 150and the U.S. dollar.

(2) Nedbank balance as of December 31, 2019, of $11.7 million indirectcomprises the net of total overdraft facilities withdrawn of $14.4 million offset against funds in bank accounts with Nedbank of $2.7 million.

Movement in long-term borrowings

Summarized below is the movement in the Company's long term borrowing from as of June 30, 2019 and derivative facilities.December 31, 2019:

   South Africa     
   Amended July 2017   Total 
Balance as of June 30, 2019$-  $- 
Current portion of long-term borrowings -   - 
Long-term borrowings -   - 
 Utilized 14,798   14,798 
 Repaid (11,313)  (11,313)
 Foreign currency adjustment(1) 578   578 
Balance as of December 31, 2019 4,063   4,063 
 Current portion of long-term borrowings 4,063   4,063 
 Long-term borrowings$-  $- 
         

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


10.Borrowings (continued)

10. Long-term borrowings

South Africa

The Company’sInterest expense incurred under the Company's South African long-term borrowing during the three months ended December 31, 2019 and 2018, was $0.4 million and $0.9 million, respectively. Interest expense incurred during the six months ended December 31, 2019 and 2018, was $0.6 million and $2.1 million, respectively. There were no prepaid facility agreementfee amortization during the three and six months ended December 31, 2019. Prepaid facility fees amortized during the three and six months ended December 31, 2018, was $0.1 million and $0.2 million, respectively.

11.Other payables

Summarized below is described inthe breakdown of other payables as of December 31, 2019 and June 30, 2019:

 December 31,  June 30, 
  2019   2019 
Accrual of implementation costs to be refunded to SASSA$35,270  $34,039 
Accruals 15,376   10,620 
Provisions 4,390   6,074 
Other 8,801   10,814 
Value-added tax payable 3,624   3,234 
Payroll-related payables 1,131   1,113 
Participating merchants settlement obligation 542   555 
 $69,134  $66,449 

Refer to Note 1413 to the Company’sCompany's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2017.2019, for additional information regarding Accrual of implementation costs to be refunded to SASSA. As of December 31, 2017, $70.42019, this accrual of $35.3 million was outstanding under the Company’s South African long-term facility agreement, and the carrying amount of the long-term borrowings approximated fair value. The Johannesburg Interbank Agreed Rate (“JIBAR”) has been set at 7.158% for the period 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 repayments on the facilities are due in eight quarterly installments commencing on September 29, 2017 and the Company has made scheduled repayments 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(ZAR 495.5 million, translated at exchange rates applicable as of December 31, 2017) will be made on March 31, 2018.

The Company paid2019, comprised a non-refundable deal origination feerevenue refund of approximately ZAR 6.3$19.8 million ($0.6(ZAR 277.6 million) in August 2017. Interest expense incurred during the three, accrued interest of $12.6 million (ZAR 177.6 million), unclaimed indirect taxes of $2.8 million (ZAR 38.9 million) and six months ended December 31, 2017, was $1.9 million and $3.6 million, respectively. During the three and six months ended December 31, 2017,estimated costs of $0.1 million and $0.2(ZAR 1.4 million)). As of June 30, 2019, this accrual of $34.0 million respectively, of prepaid facility fees were amortized. All amounts are(ZAR 479.4 million, translated at exchange rates applicable as of December 31, 2017.

18


10. Long-term borrowings (continued)

South Korea

The South Korean senior secured loan facility is described in Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2017. On October 20, 2017, the Company made an unscheduled repayment2019, comprised a revenue refund of $16.6$19.7 million (ZAR 277.6 million), accrued interest of $11.4 million (ZAR 161.0 million), unclaimed indirect taxes of $2.8 million (ZAR 39.4 million) and settled the full outstanding balance, including interest, related to these borrowings.

On July 29, 2017, the Company utilized approximately KRW 0.3 billion ($0.3 million)estimated costs of its Facility C revolving credit facility under the Company’s South Korean long-term facility agreement to pay interest due on the Company’s South Korean senior secured loan facility.

Interest expense incurred during the three months ended December 31, 2017 and 2016, was $0.1 million (ZAR 1.4 million)).

Other includes transactions-switching funds payable, deferred income, client deposits and $0.2 million, respectively. Interest expense incurred during the six months ended December 31, 2017 and 2016, was $0.4 million and $0.7 million, respectively. Prepaid facility fees amortized during the three months ended December 31, 2017 and 2016, 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.other payables.

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 six months ended December 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 six months ended December 31, 20172019 and 2016,2018, respectively:

  December 31,  December 31, 
  2017  2016 
       
Number of shares, net of treasury:      
     Statement of changes in equity 56,832,370  52,521,345 
     Less: Non-vested equity shares that have not vested (Note 13) (911,856) (904,356)
               Number of shares, net of treasury excluding non-vested equity shares that have not vested 55,920,514  51,616,989 
   December 31,  December 31, 
   2019  2018 
        
Number of shares, net of treasury:      
 Statement of changes in equity 56,568,425  56,833,925 
 Non-vested equity shares that have not vested as of end of period 583,908  860,817 
Number of shares, net of treasury, excluding non-vested equity shares that have not vested 55,984,517  55,973,108 


Executed under share repurchase authorizations13.Accumulated other comprehensive loss

The Company did not repurchase any of its shares duringtable below presents the three and six months ended December 31, 2017, orchange in accumulated other comprehensive (loss) income per component during the three months ended December 31, 2016.2019:

   Three months ended 
   December 31, 2019 
    Accumulated foreign currency translation reserve   Total 
Balance as of October 1, 2019$(214,640) $(214,640)
 Release of foreign currency translation reserve related to disposal of FIHRST (Note 2) 1,578   1,578 
 Movement in foreign currency translation reserve related to equity-accounted investment (491)  (491)
 Movement in foreign currency translation reserve 19,114   19,114 
  Balance as of December 31, 2019$(194,439) $(194,439)

In February 2016,The table below presents the Company’s board of directors approvedchange in accumulated other comprehensive (loss) income per component during the replenishment of its share repurchase authorization to repurchase up to an aggregate of $100 million of common stock. three months ended December 31, 2018:

   Three months ended 
   December 31, 2018 
    Accumulated foreign currency translation reserve   Total 
Balance as of October 1, 2018$(189,630) $(189,630)
 Movement in foreign currency translation reserve (8,744)  (8,744)
  Balance as of December 31, 2018$(198,374) $(198,374)

The authorization has no expiration date. On June 29, 2016,table below presents 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. Duringchange in accumulated other comprehensive (loss) income per component 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.2019:

   Six months ended 
   December 31, 2019 
    Accumulated foreign currency translation reserve   Total 
Balance as of July 1, 2019$(199,273) $(199,273)
 Release of foreign currency translation reserve related to disposal of FIHRST (Note 2) 1,578   1,578 
 Movement in foreign currency translation reserve related to equity-accounted investment 2,227   2,227 
 Movement in foreign currency translation reserve 1,029   1,029 
  Balance as of December 31, 2019$(194,439) $(194,439)


12. 13.Accumulated other comprehensive loss (continued)

The table below presents the change in accumulated other comprehensive (loss) income per component during the six months ended December 31, 2017:2018:

  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)$- $(123,359)
    Six months ended 
    December 31, 2018 
    Accumulated foreign currency translation reserve   Total 
Balance as of July 1, 2018$(184,538) $(184,538)
 Movement in foreign currency translation reserve related to equity-accounted investment 5,430   5,430 
 Movement in foreign currency translation reserve (19,266)  (19,266)
  Balance as of December 31, 2018$(198,374) $(198,374)

During the three and six months ended December 31, 2019, the Company reclassified $1.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the FIHRST disposal (refer to Note 2). There were no reclassifications from accumulated other comprehensive loss to comprehensive (loss)net income during the three and six months ended December 31, 2017 or 2016.2018.

13. 14.Stock-based compensation

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the six months ended December 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    
                  
    Number of shares  Weighted average exercise price
($)
  Weighted average remaining contractual term
(in years)
  Aggregate intrinsic value
($'000)
  Weighted average grant date fair value
($)
 
                  
Outstanding - June 30, 2019 864,579  7.81  7.05  -  2.62 
 Granted - September 2019 561,000  3.07  10.00  676  1.20 
  Outstanding - December 31, 2019 1,425,579  5.94  7.81  365  2.07 
                  
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 
 Forfeited (200,000) 24.46  -  -  7.17 
  Outstanding - December 31, 2018 1,209,274  8.41  6.15  72  2.62 

During the three and six months ended December 31, 2019, 561,000 stock options were awarded to employees. No stock options were awarded during the three andmonths ended December 31, 2018. During the six months ended December 31, 20172018, 600,000 stock options were awarded to executive officers and employees. No stock options were forfeited during the six months ended December 31, 2019 or 2016. There were no forfeitures during the three months ended December 31, 2017.2018. During the six months ended December 31, 2017,2018, executive officers forfeited 200,000 stock options granted in August 2008, with a strike price of $24.46 per share, as these stock options expired unexercised.

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 forfeited 37,333who were granted options with similar terms.


14.Stock-based compensation (continued)

Stock option and restricted stock options. There were no forfeituresactivity (continued)

Options (continued)

The table below presents the range of assumptions used to value options granted during the three and six months ended December 31, 2016; however, during the three2019 and six months ended December 31, 2016, 474,443 stock options awarded in August 2006, expired unexercised.2018:

  Six months ended 
  December 31, 
  2019  2018 
Expected volatility 57%  44% 
Expected dividends 0%  0% 
Expected life (in years) 3  3 
Risk-free rate 1.57%  2.75% 

The following table presents stock options vested and expectingexpected to vest as of December 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 
 Number of
shares
  Weighted average exercise price
($)
  Weighted average remaining contractual term
(in years)
  Aggregate intrinsic value
($'000)
 
Vested and expecting to vest - December 31, 20191,425,579  5.94  7.81  365 

20


13. Stock-based compensation

Stock option and restricted stock activity (continued)

Options (continued)

These options have an exercise price range of $7.35$3.07 to $24.46.$11.23.

The following table presents stock options that are exercisable as of December 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 
 Number of
shares
  Weighted average exercise price
($)
  Weighted average remaining contractual term
(in years)
 
         
Exercisable - December 31, 2019523,914  8.86  5.52 

No stock options became exercisable during the three months ended December 31, 20172019 or during the three and 2016,six months ended December 31, 2018, respectively. DuringHowever, during the six months ended December 31, 2017 and 2016, respectively, 105,982 and 154,8032019, 170,335 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 six months ended December 31, 20172019 and 2016:2018:

  Number of  Weighted 
  shares of  average grant 
  restricted  date fair value 
  stock  ($’000)
Non-vested – June 30, 2017 505,473  11,173 
 Granted – August 2017 588,594  4,288 
 Vested – August 2017 (56,250) 527 
 Forfeitures (30,635) 358 
 Forfeitures – August and November 2014 awards with market conditions (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 
     Number of shares of restricted stock  Weighted average grant date fair value
($'000)
 
    
    
    
    
Non-vested - June 30, 2019 583,908  3,410 
  Non-vested - December 31, 2019 583,908  3,410 
          
Non-vested - June 30, 2018 765,411  6,162 
Granted - September 2018 148,000  114 
Vested - August 2018 (52,594) 459 
   Non-vested - December 31, 2018 860,817  5,785 

The August 2017September 2018 grants comprises (i) 326,000 shares of restricted stock awarded to executive officers and employees that are subject to time-based vesting, (ii) 210,000comprise 148,000 shares of restricted stock awarded to executive officers that are subject to market and time-based vesting, and (iii)vesting. During the three months ended September 30, 2018, 52,594 shares of restricted stock awardedgranted to non-employee directors. directors vested.


14.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Market Conditions - Restricted Stock Granted in September 2018

The August 2016 grants comprise 350,000 and 37,000148,000 shares of restricted stock awarded to executive officers in September 2018 are subject to time-based and non-employee directors, respectively.

The 326,000 sharesperformance-based (a market condition) vesting conditions and vest in full only on the date, if any, that the following conditions are satisfied: (1) the price of restrictedthe Company's common stock will only vest ifmust 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 full-time basis on August 23, 2020. The 52,594when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock awardedwill 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 Nasdaq over the $6.20 closing price on September 7, 2018. The VWAP levels and vesting percentages related to non-employee directors will onlysuch 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, if the recipientfinal 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 directordiscounting based on August 23, 2018.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’sCompany'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’sCompany'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.


14.Stock-based compensation (continued) (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Market Conditions - Restricted Stock Granted in August 2017 (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’sCompany'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. These 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”), 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 six months ended December 31, 2017, 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 the six months ended December 31, 2017 and 2016, 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 December 31, 20172019 and 20162018 of $0.4 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,
   Allocated to 
         IT processing,   selling, general 
     Total   servicing and   and 
     charge   support   administration 
Three months ended December 31, 2019           
Stock-based compensation charge$436  $-  $436 
   Total - three months ended December 31, 2019$436  $-  $436 
       
   
   
Three months ended December 31, 2018           
Stock-based compensation charge$598  $-  $598 
   Total - three months ended December 31, 2018$598  $-  $598 

23


13. Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation cost (continued)

The Company recorded a stock-based compensation charge, (reversal)net during the six months ended December 31, 20172019 and 20162018 of $1.4$0.8 million and ($0.7 million),$1.2 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,
   Allocated to 
         IT processing,   selling, general 
     Total   servicing and   and 
     charge   support   administration 
Six months ended December 31, 2019           
Stock-based compensation charge$823  $-  $823 
   Total - Six months ended December 31, 2019$823  $-  $823 
       
   
   
Six months ended December 31, 2018           
Stock-based compensation charge$1,185  $-  $1,185 
   Total - Six months ended December 31, 2018$1,185  $-  $1,185 

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 December 31, 2017, there was no2019, the total unrecognized compensation cost related to stock options because all stock options granted have vested.was approximately $1.3 million, which the Company expects to recognize over approximately three years. As of December 31, 2017,2019, the total unrecognized compensation cost related to restricted stock awards was approximately $4.5$1.1 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 December 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, 2017,2019, respectively, the Company recorded a deferred tax asset of approximately $0.7$0.3 million and $0.9$0.2 million, respectively, related to the stock-based compensation charge recognized related to employees of Net1. As of December 31, 2019, and June 30, 2019, respectively, the Company recorded a valuation allowance of approximately $0.3 million and $0.2 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.


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 six months ended December 31, 20172019 or 2016.2018. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’sCompany's redeemable common stock is described in Note 15 to the Company’sCompany's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2017.2019.

Basic (loss) earnings per share includeincludes 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 havehas been calculated using the two-class method and basic (loss) earnings per share for the three and six months ended December 31, 20172019 and 2016,2018, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net incomeloss 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 havehas 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.

24


14. 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 (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for awards made in August 2017, August 2016September 2018 and August 20152017 are discussed in Note 1314 above and the vesting conditions for all other awards are discussed in Note 1817 to the Company’sCompany's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2017.2019.


15.(Loss) Earnings per share (continued)

The following table presents net incomeloss attributable to Net1 (income(loss 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  Six months ended 
  December 31,  December 31, 
  2017  2016  2017  2016 
  (in thousands except  (in thousands except 
  percent and  percent and 
  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 
     Percent allocated to common shareholders (Calculation 1) 99%  98%  98%  98% 
     Numerator for earnings per share: basic and diluted$9,481 $18,296 $28,664 $42,561 
             
Denominator:            
     Denominator for basic earnings per share: weighted-average common shares outstanding 55,923  51,549  55,902  52,301 
     Effect of dilutive securities:            
             Stock options 52  122  50  106 
                                   Denominator for diluted earnings per share: adjusted weighted average common
                                   shares outstanding and assumed conversion
 55,975  51,671  55,952  52,407 
             
Earnings per share:            
     Basic$0.17 $0.35 $0.51 $0.81 
     Diluted$0.17 $0.35 $0.51 $0.81 
             
(Calculation 1)            
     Basic weighted-average common shares outstanding (A) 55,923  51,549  55,902  52,301 
     Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 56,755  52,521  56,762  53,176 
     Percent allocated to common shareholders (A) / (B) 99%  98%  98%  98% 
   Three months ended  Six months ended  
   December 31,  December, 31  
    2019   2018   2019   2018  
    (in thousands except   (in thousands except  
    percent and   percent and  
    per share data)   per share data)  
Numerator:                
Net loss attributable to Net1$(205) $(63,941) $(4,597) $(69,140) 
Undistributed (loss) earnings (205)  (63,941)  (4,597)  (69,140) 
  Continuing (205)  (65,469)  (4,597)  (72,614) 
  Discontinued$-  $1,528  $-  $3,474  
Percent allocated to common shareholders                
(Calculation 1) 99%   98%   99%   99%  
Numerator for (loss) earnings per share: basic and diluted (203)  (62,972)  (4,550)  (68,146) 
  Continuing (203)  (64,477)  (4,550)  (71,570) 
  Discontinued -   1,505   -   3,424  
                   
Denominator                
Denominator for basic (loss) earnings per share:                
weighted-average common shares outstanding 55,985   55,973   55,985   55,962  
  Stock options -   21   -   36  
  Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion 55,985   55,994   55,985   55,998  
                   
(Loss) Earnings per share:                
Basic$(0.00) $(1.13) $(0.08) $(1.22) 
  Continuing$(0.00) $(1.16) $(0.08) $(1.28) 
  Discontinued$-  $0.03  $-  $0.06  
Diluted$(0.00) $(1.12) $(0.08) $(1.22) 
  Continuing$(0.00) $(1.15) $(0.08) $(1.28) 
  Discontinued$-  $0.03  $-  $0.06  
                   
(Calculation 1)                
Basic weighted-average common shares outstanding (A) 55,985   55,973   55,985   55,962  
Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 56,568   56,834   56,568   56,778  
Percent allocated to common shareholders                
(A) / (B) 99%   98%   99%   99%  

Options to purchase 357,6431,425,579 shares of the Company’sCompany's common stock at prices ranging from $10.59$3.07 to $24.46$11.23 per share were outstanding during the three and six months ended December 31, 2017,2019, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’options' exercise price werewas greater than the average market price of the Company’sCompany's common stock. Options to purchase 1,166,554 and 503,698 shares of the Company's common stock at prices ranging from $6.20 to $13.16 per share and $8.75 to $13.16 per share were outstanding during the three and six months ended December 31, 2018, respectively, but were not included in the computation of diluted (loss) earnings per share because the options' exercise price was greater than the average market price of the Company's common stock. The options, which expire at various dates through August 27, 2024,October 14, 2029, were still outstanding as of December 31, 2017.2019.


16.Supplemental cash flow information

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

 Three months ended Six months ended 
 Three months ended  Six months ended  December 31,  December 31, 
 December 31,  December 31,  2019  2018  2019  2018 
 2017  2016  2017  2016             
Cash received from interest$4,562 $5,050 $9,848 $9,335 $1,042 $1,285 $1,779 $3,362 
Cash paid for interest$2,330 $496 $4,418 $1,572 $2,293 $2,588 $3,107 $5,654 
Cash paid for income taxes$18,613 $22,564 $20,649 $24,067 $2,004 $8,779 $3,887 $10,122 

25Leases

The following table presents supplemental cash flow disclosure related to leases for the three and six months ended December 31, 2019:

  December 31, 2019 
  Three
months
ended
  Six
months
ended
 
Cash paid for amounts included in the measurement of lease liabilities      
Operating cash flows from operating leases$1,108 $2,028 
       
Right-of-use assets obtained in exchange of lease obligations      
Operating leases$2,260 $2,490 

17.Revenue recognition

Disaggregation of revenue

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

    South Africa  Korea  Rest of the world  Total 
South African transaction processing            
 Processing fees$17,035 $- $- $17,035 
 Other 1,136  -  -  1,136 
  Subtotal 18,171  -  -  18,171 
International transaction processing            
 Processing fees -  32,000  851  32,851 
 Other -  1,512  -  1,512 
  Subtotal -  33,512  851  34,363 
Financial inclusion and applied technologies            
 Telecom products and services 6,639  -  -  6,639 
 Account holder fees 3,103  -  -  3,103 
 Lending revenue 5,384  -  -  5,384 
 Technology products 5,042  -  -  5,042 
 Insurance revenue 1,372  -  -  1,372 
 Other 6  -  -  6 
  Subtotal 21,546  -  -  21,546 
               
   $39,717 $33,512 $851 $74,080 


15. Supplemental cash flow information17.Revenue recognition (continued)

Treasury shares, at cost included inDisaggregation of revenue

The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for 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. three months ended December 31, 2018:

    South Africa  Korea  Rest of the world  Total 
South African transaction processing            
 Processing fees$19,031 $- $- $19,031 
 Other 1,772  -  -  1,772 
  Subtotal 20,803  -  -  20,803 
International transaction processing            
 Processing fees -  34,382  2,543  36,925 
 Other -  1,018  181  1,199 
  Subtotal -  35,400  2,724  38,124 
Financial inclusion and applied technologies            
 Telecom products and services 3,027  -  -  3,027 
 Account holder fees 3,140  -  -  3,140 
 Lending revenue 5,969  -  -  5,969 
 Technology products 4,913  -  -  4,913 
 Insurance revenue 1,306  -  -  1,306 
 Other 4,160  -  -  4,160 
  Subtotal 18,515  -  -  18,515 
               
   $39,318 $35,400 $2,724 $77,442 

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’s condensed consolidated statement of cash flowsfollowing table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the six months ended December 31, 2016.2019:

    South Africa  Korea  Rest of the world  Total 
South African transaction processing            
 Processing fees$33,001 $- $- $33,001 
 Other 2,369  -  -  2,369 
  Subtotal 35,370  -  -  35,370 
International transaction processing            
 Processing fees -  63,197  2,050  65,247 
 Other -  3,133  -  3,133 
  Subtotal -  66,330  2,050  68,380 
Financial services            
 Telecom products and services 15,933  -  -  15,933 
 Account holder fees 8,363  -  -  8,363 
 Lending revenue 10,538  -  -  10,538 
 Technology products 12,176  -  -  12,176 
 Insurance revenue 2,758  -  -  2,758 
 Other 1,318  -  -  1,318 
  Subtotal 51,086  -  -  51,086 
               
   $86,456 $66,330 $2,050 $154,836 


17.Revenue recognition (continued)

16. Disaggregation of revenue (continued)

The following table presents our revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the six months ended December 31, 2018:

    South Africa  Korea  Rest of the world  Total 
South African transaction processing            
 Processing fees$49,260 $- $- $49,260 
 Welfare benefit distributions 3,086  -  -  3,086 
 Other 2,920  -  -  2,920 
  Subtotal 55,266  -  -  55,266 
International transaction processing            
 Processing fees -  68,971  5,198  74,169 
 Other -  2,980  362  3,342 
  Subtotal -  71,951  5,560  77,511 
Financial services            
 Telecom products and services 7,943  -  -  7,943 
 Account holder fees 13,745  -  -  13,745 
 Lending revenue 15,946  -  -  15,946 
 Technology products 9,941  -  -  9,941 
 Insurance revenue 3,821  -  -  3,821 
 Other 366  -  -  366 
  Subtotal 51,762  -  -  51,762 
               
   $107,028 $71,951 $5,560 $184,539 

18.Leases

The Company elected to adopt the new lease guidance utilizing the modified retrospective approach therefore prior periods were not adjusted. The Company was not required to record a cumulative-effect adjustment to opening retained earnings as of July 1, 2019. The Company applied the package of three practical expedients available, which included the following (i) an entity need not reassess expired or existing contracts which are or contain leases (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected to not recognize right-of-use assets and lease liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component.

The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of our corporate head office, administration offices and branch locations through which the Company operates its financial services business in South Africa. The Company's operating leases have a remaining lease term of between one to five years. We also operate parts of our financial services business from locations which we lease for a period of less than one year. The Company's operating lease expense during the three and six months ended December 31, 2019, was $1.1 million and $2.0 million, respectively. The Company does not have any significant leases that have not commenced as of December 31, 2019.


18.Leases (continued)

The following table presents supplemental balance sheet disclosure related to our right-of-use assets and our operating lease liabilities as of December 31, 2019 and July 1, 2019, the date of adoption of the new lease guidance (refer to Note 1):

  December 31,   July 1, 
   2019   2019 
Operating lease right-of-use $7,838  $6,739 
Weighted average remaining lease term (years)  3.60   2.51 
Weighted average discount rate  10%   10% 
         
Maturities of operating lease liabilities        
2020 (for December 31, 2019 excluding six months to December 31, 2019) $2,334  $3,608 
2021  3,281   2,395 
2022  1,850   1,269 
2023  1,011   454 
2024  598   - 
Thereafter  204   - 
Total undiscounted operating lease liabilities  9,278   7,726 
Less imputed interest  1,245   842 
Total operating lease liabilities, included in  8,033   6,884 
Operating lease right-of-use lease liability - current  3,534   5,098 
Right-of-use operating lease liability - long-term $4,499  $1,786 

19.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’sCompany's operating segments is contained in Note 2321 to the Company’sCompany's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2017.2019. As discussed in Note 22, 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 December 31, 20172019 and 2016,2018, is as follows:

 Revenue           
       From   Revenue 
 Reportable  Inter-  external   Reportable Segment  Inter-segment  From external customers 
 Segment  segment  customers           
South African transaction processing$64,148 $6,181 $57,967 South African transaction processing$20,350 $2,179 $18,171 
International transaction processing 44,185  -  44,185 International transaction processing 34,363  -  34,363 
Financial inclusion and applied technologies 54,131  7,867  46,264 
Total for the three months ended December 31, 2017$162,464 $14,048 $148,416 
Financial servicesFinancial services 21,986  440  21,546 
Total for the three months ended December 31, 2019$76,699 $2,619 $74,080 
                   
South African transaction processing$59,862 $5,395 $54,467 South African transaction processing$21,970 $1,167 $20,803 
International transaction processing 44,000  -  44,000 International transaction processing 38,124  -  38,124 
Financial inclusion and applied technologies 59,258  6,292  52,966 
Total for the three months ended December 31, 2016$163,120 $11,687 $151,433 
Financial servicesFinancial services 38,755  532  38,223 
Continuing  19,047   532   18,515 
Discontinued  19,708   -   19,708 
    Total for the three months ended December 31, 2018 98,849  1,699  97,150 
         Continuing  79,141   1,699   77,442 
         Discontinued$ 19,708 $ - $ 19,708 


19.Operating segments

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

 Revenue 
       From   Revenue 
 Reportable  Inter-  external   Reportable Segment  Inter-segment  From external customers 
 Segment  segment  customers           
South African transaction processing$130,585 $12,326 $118,259 South African transaction processing$39,749 $4,379 $35,370 
International transaction processing 90,207  -  90,207 International transaction processing 68,380  -  68,380 
Financial inclusion and applied technologies 108,444  15,936  92,508 
Total for the six months ended December 31, 2017$329,236 $28,262 $300,974 
Financial servicesFinancial services 52,131  1,045  51,086 
Total for the six months ended December 31, 2019$160,260 $5,424 $154,836 
                   
South African transaction processing$117,430 $10,796 $106,634 South African transaction processing$59,719 $4,453 $55,266 
International transaction processing 90,190  -  90,190 International transaction processing 77,511  -  77,511 
Financial inclusion and applied technologies 122,800  12,558  110,242 
Total for the six months ended December 31, 2016$330,420 $23,354 $307,066 
Financial servicesFinancial services 91,961  1,704  90,257 
Continuing  53,466   1,704   51,762 
Discontinued  38,495   -   38,495 
Total for the six months ended December 31, 2018 229,191  6,157  223,034 
Continuing  190,696   6,157   184,539 
Discontinued$ 38,495 $ - $ 38,495 

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 six months ended December 31, 20172019 and 2016,2018, is as follows:

  Three months ended  Six months ended 
  December 31,  December 31, 
  2017  2016  2017  2016 
Reportable segments measure of profit or loss$21,216 $33,383 $52,784 $67,931 
 Operating income: Corporate/Eliminations (4,909) (7,794) (11,471) (10,161)
 Interest income 4,705  5,061  9,749  9,365 
 Interest expense (2,325) (510) (4,446) (1,306)
     Income before income taxes$18,687 $30,140 $46,616 $65,829 
    Three months ended  Six months ended 
    December 31,  December 31, 
    2019  2018  2019  2018 
               
Reportable segments measure of profit or loss$(1,048)$(34,411)$858 $(23,860)
 Less: Discontinued operations: reportable segments measure of profit or loss -  (8,429) -  (16,261)
 Continuing operations: reportable segments measure of profit or loss   (1,048)  (42,840)  858   (40,121)
 Continuing operations: Operating income - Corporate/Eliminations (5,806) (6,061) (10,446) (13,066)
 Change in fair value of equity securities -  (15,836) -  (15,836)
 Gain on disposal of FIHRST 9,743  -  9,743  - 
 Interest income 1,343  2,177  1,994  4,277 
 Interest expense (3,221) (2,563) (4,576) (5,537)
 Impairment of Cedar Cellular Note -  (2,732) -  (2,732)
  Income (Loss) before income taxes$1,011 $(67,855)$(2,427)$(73,098)


19.Operating segments (continued)

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

  Three months ended  Six months ended 
  December 31,  December 31, 
  2017  2016  2017  2016 
Revenues            
     South African transaction processing$64,148 $59,862 $130,585 $117,430 
     International transaction processing 44,185  44,000  90,207  90,190 
     Financial inclusion and applied technologies 54,131  59,258  108,444  122,800 
         Total 162,464  163,120  329,236  330,420 
Operating income (loss)            
     South African transaction processing 13,470  15,372  25,802  28,920 
     International transaction processing (4,991) 3,904  325  9,721 
     Financial inclusion and applied technologies 12,737  14,107  26,657  29,290 
         Subtotal: Operating segments 21,216  33,383  52,784  67,931 
                Corporate/Eliminations (4,909) (7,794) (11,471) (10,161)
                      Total 16,307  25,589  41,313  57,770 
 Depreciation and amortization            
     South African transaction processing 1,087  1,137  2,240  2,294 
     International transaction processing 4,381  5,521  9,013  11,357 
     Financial inclusion and applied technologies 309  354  664  691 
         Subtotal: Operating segments 5,777  7,012  11,917  14,342 
                Corporate/Eliminations 2,946  3,611  5,772  6,485 
                       Total 8,723  10,623  17,689  20,827 
Expenditures for long-lived assets            
     South African transaction processing 900  635  1,377  1,042 
     International transaction processing 892  2,167  1,798  4,966 
     Financial inclusion and applied technologies 311  324  401  541 
         Subtotal: Operating segments 2,103  3,126  3,576  6,549 
                Corporate/Eliminations -  -  -  - 
                          Total$2,103 $3,126 $3,576 $6,549 
                       
         Three months ended   Six months ended 
         December 31,   December 31, 
         2019   2018   2019   2018 
Revenues               
 South African transaction processing$20,350  $21,970  $39,749  $59,719 
 International transaction processing 34,363   38,124   68,380   77,511 
 Financial services 21,986   38,755 
 52,131   91,961 
   Continuing 21,986   19,047 
 52,131   53,466 
   Discontinued -   19,708 
 -   38,495 
     Total 76,699   98,849   160,260   229,191 
       Continuing 76,699   79,141   160,260   190,696 
       Discontinued -   19,708   -   38,495 
           
           
Operating (loss) income       
       
 South African transaction processing (2,981)  (11,830)  (6,366)  (15,343)
 International transaction processing 2,811   (4,043)
 6,601   (1,281)
 Financial services (878)  (18,538)
 623   (7,236)
   Continuing (878)  (26,967)
 623   (23,497)
   Discontinued -   8,429 
 -   16,261 
    Subtotal: Operating segments (1,048)  (34,411)
 858   (23,860)
    Corporate/Eliminations (5,806)  (8,664)  (10,446)  (18,319)
     Continuing (5,806)  (6,061)  (10,446)  (13,066)
     Discontinued -   (2,603)  -   (5,253)
      Total (6,854)  (43,075)  (9,588)  (42,179)
       Continuing (6,854)  (48,901)  (9,588)  (53,187)
       Discontinued -   5,826   -   11,008 
                       
Depreciation and amortization               
 South African transaction processing 664   921   1,325   1,862 
 International transaction processing 1,481   2,511 
 3,377   5,570 
 Financial services 383   405 
 767   1,041 
   Continuing 383   346 
 767   695 
   Discontinued -   59 
 -   346 
    Subtotal: Operating segments 2,528   3,837 
 5,469   8,473 
    Corporate/Eliminations 1,853   6,016   3,677   12,174 
     Continuing 1,853   3,413   3,677   6,921 
     Discontinued -   2,603   -   5,253 
      Total 4,381   9,853   9,146   20,647 
       Continuing 4,381   7,191   9,146   15,048 
       Discontinued -   2,662   -   5,599 
               
       
Expenditures for long-lived assets       
       
 South African transaction processing 157   1,047 
 2,021   2,333 
 International transaction processing 616   841 
 1,293   1,641 
 Financial services 54   659   137   1,691 
   Continuing 54   475 
 137   1,368 
   Discontinued -   184 
 -   323 
    Subtotal: Operating segments 827   2,547   3,451   5,665 
    Corporate/Eliminations -   -   -   - 
      Total 827   2,547   3,451   5,665 
       Continuing 827   2,363 
 3,451   5,342 
       Discontinued$-  $184  $-  $323 


19.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.

27


17. 20.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 six months ended December 31, 2017,2019, the tax charge was calculated using the expectedCompany's effective tax rate forwas impacted by the year. The Company’s effective tax rate for the three and six months ended December 31, 2017, was 53.8% and 43.6%, respectively, was higher than theon-going losses incurred by certain of its South African statutory rate as a result of abusinesses and the associated valuation allowance providedallowances created related to an allowance for doubtful working capital finance receivables created,the deferred tax assets recognized regarding net operating losses incurred by the Company's South African businesses and non-deductible expenses, (includingincluding transaction-related expenditure, which was partially offset by tax expense recorded by the Company's profitable businesses in South Africa 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.Korea.

For the three and six months ended December 31, 2016,2018, the tax charge was calculated using the expectedCompany's effective tax rate forwas adversely impacted by the year. The Company’s effective tax rate forvaluation allowances created related to the three and six months ended December 31, 2016, was 36.4% and 33.6%, 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, non-deductible expenses and the tax impact attributable to distributions from our South African subsidiary.

New U.S. Tax Legislation

On December 22, 2017, the Tax Cuts and Jobs Act (the “ 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 the Company’s future consolidated effective tax rate as it generates the majority of its 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%.

The Company is currently analyzing the impact of these changes; therefore, an estimate of the full impact on deferred tax assets recognized regarding net operating losses incurred by the Company's South African businesses, the non-deductible goodwill impairment losses, and liabilities, incomenon-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 net incomerecorded by the Company's profitable businesses in South Africa and other affected accounts is not yet available.South Korea. The Company has a June year end and therefore it will use a blended rate of 28.10% for its tax year ending June 30, 2018, in the U.S. Certain 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 that the Company believes will only be utilized/ reversed in subsequent tax years, have been remeasured at 21%. The impact of the change in the fair value of the Company's equity security 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 South African statutory rate.

Uncertain tax rate onpositions

There were no significant changes in the Company’s deferred taxes included in incomeCompany's uncertain tax expensepositions 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 million related to net operating loss carryforwards that it does 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, the Company does not currently believe that it has a deemed repatriation transition tax liability.

Uncertain tax positions

There were no significant changes during the three and six months ended December 31, 2017.2019. As of December 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 December 31, 20172019 and June 30, 2017,2019, the Company had unrecognized tax benefits of $0.5$1.6 million and $0.5$1.2 million, respectively, all of which would impact the Company’sCompany'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 December 31, 2017,2019, the Company’sCompany's South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2013.2016. 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.operations

28


18. 21.Commitments and contingencies

Guarantees

The South African Revenue Service and certain of the Company’sCompany'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 126.093.6 million ($10.26.7 million, translated at exchange rates applicable as of December 31, 2017)2019) and thereby utilizing part of the Company’sCompany's short-term facility. The Company in turn has provided nonrecourse, unsecured counter-guarantees to Nedbank for ZAR 126.093.6 million ($10.26.7 million, translated at exchange rates applicable as of December 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.


21.Commitments and contingencies (continued)

The Company has not recognized any obligation related to these counter-guarantees in its consolidated balance sheet as of December 31, 2017.2019. The maximum potential amount that the Company could pay under these guarantees is ZAR 126.093.6 million ($10.26.7 million, translated at exchange rates applicable as of December 31, 2017)2019). The guarantees have reduced the amount available for borrowings under the Company’sCompany's short-term credit facility described in Note 9.10.

As described in Note 9, Net1 has specifically provided guarantees to Bank Frick related to the EUR 40.0 million ($47.9 million) and CHF 20 million ($20.5 million) revolving overdraft facilities provided to Masterpayment. As of December 31, 2017, Masterpayment had utilized approximately $30.7 million of the EUR 40.0 million facility and $4.8 million of the CHF 20 million facility and these obligations are recorded as short-term facilities in the Company’s consolidated balance sheet. The maximum potential amount that the Company could pay under the guarantees to Bank Frick was $35.5 million. As described in Note 9, the overdraft facilities were repaid in full in January 2018 and Net1 will be released from these guarantees once the facilities have been cancelled.

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’sCompany's financial position, results of operations or cash flows.

2922.Discontinued operation - DNI

The Company determined that the disposal of its controlling interest in DNI is a discontinued operation because it represented 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. Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2019, for additional information regarding the deconsolidation of DNI. The table below presents certain major captions to the Company’s unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows for three and six months ended December 31, 2018, that have not been separately presented on those statements:

DNI 
  December 31, 2018 
  Three months ended  Six months ended 
Unaudited condensed consolidated statement of operations      
Discontinued:      
Revenue$19,708 $38,495 
Cost of goods sold, IT processing, servicing and support 9,954  20,166 
Selling, general and administration 1,266  1,722 
Depreciation and amortization 2,662  5,599 
Operating income 5,826  11,008 
Interest income 224  499 
Interest expense 215  416 
Net income before tax 5,835  11,091 
Income tax expense 2,100  3,615 
Net income before earnings from equity-accounted investments 3,735  7,476 
Earnings from equity-accounted investments (1) 44  (58)
     Net income from discontinued operations$3,779 $7,418 
       
Unaudited condensed consolidated statement of cash flows      
Discontinued:      
Total net cash (used in) provided by operating activities$10,546 $7,028 
Total net cash (used in) provided by investing activities (172) (197)
(1) Earnings from equity-accounted investments for the three and six months ended December 31, 2018, represents earnings attributed to equity-accounted investments owned by DNI and included in the Company's results as a result of the consolidation of DNI. 

22.Discontinued operation - DNI (continued)

The Company retained a continuing involvement in DNI through its 30% interest in DNI (refer to Note 7). The Company expects to retain an interest in DNI for less than 12 months. The Company recorded earnings under the equity method related to its retained investment in DNI during the three and six months ended December 31, 2019, refer to Note 7. The table below presents revenues and expenses between the Company and DNI, after the DNI disposal transaction, during the three and six months ended December 31, 2019:

DNI 
  December 31, 2019 
  Three months ended  Six months ended 
Revenue generated from transactions with DNI$- $- 
Expenses incurred related to transactions with DNI$333 $2,607 

Refer to Note 7 for the dividends received from DNI and accounted for under the equity method during the six months ended December 31, 2019.


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

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2017,2019, 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’sindustry'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.—“1A.-"Risk Factors”Factors" and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2017.2019. 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 UpdateFinancial Inclusion Activities in South Africa

Having taken dramatic steps to reduce costs in our South African operations in fiscal 2019, our focus in fiscal 2020 has been to transition our South African financial inclusion activities towards a business-to-consumer, or B2C, model. We have developed new banking products in cooperation with Finbond and stabilized our financial services offerings, while continuing to make our distribution and infrastructure more efficient. Our current contract with SASSA is scheduledability to expire on March 31, 2018. SASSAexpand our account base and the expert panel appointedfinancial services offerings have been constrained by the court filed the regular progress reportsavailability of sufficient liquidity thus far. We completed a soft launch of our new banking products on October 1, 2019 and, without any marketing, we opened 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 the South African President to oversee the transitionexcess of grant payments brokered a high-level cooperation agreement between the South African Post Office, or SAPO, and SASSA, in terms of which SAPO will assume responsibility 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 this13,000 new accounts by December 2018.” On January 12, 2018, SASSA issued31, 2019.

         Our loan book has remained fairly steady over the last two quarters, and we have had additional conversations with third-party lenders, including Finbond, to leverage their balance sheets to provide loans to our customers as a tender formechanism to accelerate growth in our financial inclusion offerings. During the cash paymentsecond quarter 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 reportfiscal 2019, we launched new loan products in collaboration with Finbond utilizing their balance sheet. These loans are to the court, SASSA also stated: “A phase in periodhigher LSM customers and therefore the first of at least 6 months would be requiredour efforts 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 2018move up to 30 September 2018, provided CPS shall be paid onlya higher income customer segment. We issued in respectexcess of such limited services to be rendered to SASSA and in respect60,000 of this categories (sic) of beneficiaries only."

In line withthese new loans during 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.

30


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.

quarter. We continue to deliverwork with Grindrod Bank on our grant payment solutionATM and other acquiring initiatives.

The majority of our South African operations were stable though modestly lower compared to the first quarter of fiscal 2020. We expect to drive meaningful growth following an injection of additional liquidity into the businesses.

International Activities

IPG – IPG has completed its restructuring, and its newly developed issuing, acquiring and processing products, together with its new brand are ready for deployment. IPG remains somewhat dependent on Bank Frick to bring these new solutions to market, which in accordanceturn will be able to support IPG’s activities once it is authorized to conclude a Payment Facilitator agreement with IPG. Visa has provided conditional approval to Bank Frick with the last remaining Visa requirement being an onsite assessment of our current agreementoperations in Malta, which occurred in late November 2019. We await final approval from Visa and upon receipt, we will be able to launch our new model with Bank Frick in earnest. In the interim, to accelerate our go-to-market strategy we have paidengaged with other financial institutions, which have progressed well, though with less strategic support or favorable commercials than our agreements with Bank Frick. We are currently completing final tests on our first product in the crypto-currency/ blockchain market, which is expected to launch toward the end of the third quarter of fiscal 2020 and additional products are expected to follow later in the year.

Bank Frick - Bank Frick is systematically pursuing its strategy of working closely with financial intermediaries, offering products for alternative asset classes and fund services, and becoming an internationally recognized leading partner in the blockchain sector. With this strategy in mind, the bank evaluated and acted on various strategic opportunities during the last quarter.


Bank Frick is now the principal bank for more than 200 blockchain-based business clients in "Crypto Valley" of the Zug district along the border of Liechtenstein and Switzerland. The bank's activities have been further supported by the new Blockchain Act implemented in Liechtenstein, which came into effect on January 1, 2020. The Act has created Europe's most comprehensive blockchain regulation, pioneering regulation for the token economy. Unlike many countries who amend existing legislation to accommodate blockchain, Liechtenstein has opted for a universal approach and creating a single law.

In October 2019, Net1 exercised its option to increase ownership in Bank Frick to 70% from 35% currently. The transaction is awaiting approval from Liechtenstein's Financial Market Authority.

Carbon - Carbon continues to report exponential sequential growth across all 10.7the key indicators of its business - number of app installations, unique customers, loans disbursed and number of value-added transactions. For its year ended December 31, 2019, Carbon reported a full year net profit for the first time. Carbon's continued growth will be driven by its ability to access capital and/or funding in order to meet the demand for its expanding suite of products.

India - MobiKwik received central bank approval to be a direct issuer during Q2 2020. We are working with MobiKwik and the card networks to re-launch our virtual card offering for both prepaid and credit with MobiKwik as the issuer. Once launched, we intend to offer the solutions to their entire qualified customer base, which is in excess of ten million social grant recipients, without interruption, everyusers. MobiKwik itself continues to perform ahead of expectations, primarily due to its successful transition to being a digital financial services provider. For the quarter ended December 31, 2019, MobiKwik recorded unaudited annualized revenue of $66 million, up from $28 million for the quarter ended December 31, 2018. It has been contribution margin positive since October 2018 and achieved cash EBITDA breakeven in the month sinceof August 2019. Digital financial services now account for approximately 25% of MobiKwik's total monthly revenue, compared to zero during the previous fiscal year and it is currently disbursing in excess of 110,000 new loans per month.

Progress on corporate activities

As part of the extensive strategic review of all of our contract was extendedbusinesses and investments, we have made progress on multiple fronts:

Sale of KSNET in Korea - On January 23, 2020, we agreed to sell 100% of KSNET to PayletterHoldings LLC for approximately $237 million. The transaction, which is not subject to a financing condition, is expected to close in March 2017. We will continue2020.

Sale of FIHRST - In December 2019, the Company sold its payroll processing business FIHRST 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

In June 2015, we began the rollout of EPE, our business-to-consumer,Transaction Capital Payments Solutions Proprietary Ltd. for approximately ZAR 172.2 million, or B2C, offering in South Africa. At January 31, 2018, we had more than 2.3 million active EPE accounts, compared to 2.1$11.7 million at October 31, 2017. EPE isprevailing exchange rates. The transaction closed on December 12, 2019 and resulted in a fully transactional, low cost account createdcapital gain of approximately ZAR 158.2 million, or $10.8 million. Net1 SA was required to serveutilize the needsfull purchase price received from the sale of South Africa’s unbankedFIHRST to settle its obligations under its lending arrangements - refer to Net1's 2019 Form 10-K and under-banked population, mostNote 10 to its Q2 2020 Form 10-Q.

Disposal of whom are social grant recipients. The EPE account offers customers a comprehensive suiteDNI - During the first quarter of financialfiscal 2020, DNI announced the acquisition of two related businesses that would provide further diversification of its revenue sources, 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.meaningfully scale its operations. We believe thatthese acquisitions will expand the growthappeal of DNI to prospective investors and ultimately result in our brick-and-mortar branch infrastructure has reached saturation and therefore we have embarked on a program to increase our financial services revenues through a roaming sales force equipped with a UEPS/EMV-enabled card-issuing work station. In January 2018, 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 to 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 growthexercise of the number of EPE cards and Smart Life policies:

31


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 purchasecall option to acquire our remaining 30% at a strike 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 16859.0 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 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 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, subject to the achievement of certain performance targets by DNI.

The investments in Cell C and DNI are consistent with 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 a 30% interest in Bank Frick & Co AG, a fully licensed bank based in Balzers, Liechtenstein, from the Kuno Frick Family Foundation for approximately CHF 39.8 million ($40.8$61.2 million translated at exchange rates applicable as 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.2019. We have anextended the validity of the call option exercisable until October 2, 2019, to acquire an additional 35% interest in Bank Frick.March 31, 2020.

Bank Frick provides a complete suiteCell C - We continued to carry the value 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 card issuing and acquiring, remittance and transaction processing activities as well new opportunities in cryptocurrency and blockchain. TheCell C investment in Bank Frick has the potential to provide us with a stable, long term and strategic relationship with a fully licensed bank.

Masterpayment – Processing for Bitstamp

In November 2017, Masterpayment was appointed as a new partner for credit card processing and acquiring for cryptocurrency purchases for Bitstamp, a leading global digital currency exchange and 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 revenueat $0 (zero) as of December 31, 2019. Cell C has concluded its infrastructure sharing agreement with MTN, and is now focused on its recapitalization. While it remains in default on its various lending arrangements, Cell C and its lenders are working constructively towards formulating a result of the increase in the number of transactions processed by Masterpayment. Masterpayment transaction volumes in December 2017 more than doubled comparedrecapitalization intended to November 2017 as a result ofensure its new cryptocurrency processing initiatives.long-term sustainability and allow Cell C to focus on its core business.

Mastertrading - Exit from Working Capital Financing and Supply Chain Solutions BusinessSASSA Contract Expiration

During the second quarter of fiscalAlthough we have not been involved operationally with SASSA since September 30, 2018, we re-evaluated the operating performancehave been actively trying to resolve all legal and ongoing viability of Masterpayment’s working capital financing and supply chain solutions offering and have determinedlegacy outstanding items 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 orderallow us to focus on our stated international strategy,core business.

Supreme Court Ruling on refund of implementation costs from 2014 - On September 30, 2019, the Supreme Court dismissed CPS's appeal against the whole order and judgment of the High Court of the Republic of South Africa Gauteng Division, Pretoria and ordered it to pay Corruption Watch's costs, including that of two legal counsel. On October 23, 2019, we have decidedfiled our leave to wind-downappeal the traditional working capital finance book issuedSupreme Court's order with the Constitutional Court of South Africa. However, we cannot predict whether leave to non-payment solutions customers.appeal will be granted or if granted, how the Constitutional Court would rule on the matter.

The working capital book has reducedSettlement 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 $35.8 million, netcharge our monthly fee based on the previously contracted rate of an allowanceZAR 16.44 (including VAT) per cash pay point recipient. Given that we only 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 $11.8 million allowance, asthe 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 31, 2017, from $56.5 million, net of an allowance of $4.0 million, as of September 2017.5, 2018, ruled that they are not required to ratify the Treasury recommended rate, and that CPS and SASSA must agree on the pricing. We have performed a detailed analysis of our U.S. and European books and have identified two customers included oncommenced legal proceedings to receive an amount in accordance with 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.National Treasury's recommendation.


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’smanagement'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-K for the year ended June 30, 2017:2019:

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 December 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 December 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.

33


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 end 
  December 31,  December 31,  June 30, 
  2019  2018  2019  2018  2019 
ZAR : $ average exchange rate 14.6969  14.3043  14.6947  14.1863  14.1926 
Highest ZAR : $ rate during period 15.3017  14.8463  15.3860  15.4335  15.4335 
Lowest ZAR : $ rate during period 14.0304  13.6911  13.8973  13.1528  13.1528 
Rate at end of period 14.0483  14.3960  14.0483  14.3960  14.0840 
                
KRW : $ average exchange rate 1,175  1,127  1,185  1,124  1,135 
Highest KRW : $ rate during period 1,205  1,141  1,218  1,141  1,195 
Lowest KRW : $ rate during period 1,155  1,109  1,155  1,108  1,108 
Rate at end of period 1,155  1,114  1,155  1,114  1,156 

34


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 six months ended December 31, 20172019 and 2016,June 30, 2019, 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:

       
 Three months ended Six months ended Year end 
Table 2 Three months ended  Six months ended  Year ended  December 31,  December 31,  June 30, 
 December 31,  December 31,  June 30, 
 2017  2016  2017  2016  2017  2019  2018  2019  2018  2019 
Income and expense items: $1 = ZAR 13.6675  13.9434  13.4127  14.0292  13.6182  14.6022  14.3236  14.4023  14.3378  14.2688 
Income and expense items: $1 = KRW 1,107  1,172  1,125  1,152  1,146  1,174  1,124  1,184  1,122  1,136 
                              
Balance sheet items: $1 = ZAR 12.3689  13.7392  12.3689  13.7392  13.0535  14.0483  14.3960  14.0483  14.3960  14.0840 
Balance sheet items: $1 = KRW 1,067  1,207  1,067  1,207  1,144  1,155  1,114  1,155  1,114  1,156 

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 profitsrevenue 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 2018 includes the results of Pros Software and C4U Malta for the entire period and excludes XeoHealth from November 1, 2017 as a result of the sale of the business. Fiscal 2017 includes the results of Pros Software from October 1, 2016, and C4U Malta from November 1, 2016.

Our operating segment revenue presented in “—Results"-Results of operations by operating segment”segment" represents total revenue per operating segment before inter-segmentintercompany eliminations. ReconciliationA reconciliation between total operating segment revenue and revenue presented in our unaudited condensed consolidated financial statements is included in Note 1619 to those statements.

35We used the equity method to account for DNI in fiscal 2020 and accounted for DNI as a discontinued operation in fiscal 2019. We disposed of FIHRST during the second quarter of fiscal 2020 and its contribution to our reported results is excluded from December 1, 2019.


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.

Second quarter of fiscal 20182020 compared to second quarter of fiscal 20172019

The following factors had a significant influenceimpact on our results of operations during the second quarter of fiscal 20182020 as compared with the same period in the prior year:

results.


Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

Table 3  In United States Dollars
(US GAAP)
 
  Three months ended December 31, 
   2019  2018(A)  $ % 
  $ '000  $ '000  change 
Revenue  74,080  77,442  (4%) 
Cost of goods sold, IT processing, servicing and support  43,160  41,231  5% 
Selling, general and administration  33,393  69,730  (52%) 
Depreciation and amortization  4,381  7,191  (39%) 
Impairment loss  -  8,191  nm 
Operating loss  (6,854) (48,901) (86%) 
Change in fair value of equity securities  -  (15,836) nm 
Gain on disposal of FIHRST  9,743  -  nm 
Interest income  1,343  2,177  (38%) 
Interest expense  3,221  2,563  26% 
Impairment of Cedar Cellular note  -  2,732  nm 
Income (Loss) before income taxes  1,011  (67,855) nm 
Income tax expense (benefit)  1,722  (4,398) nm 
Net loss before earnings (loss) from equity-accounted investments  (711) (63,457) (99%) 
Earnings (Loss) from equity-accounted investments  506  (1,291) nm 
Net loss from continuing operations  (205) (64,748) (100%) 
Net income from discontinued operations  -  3,779  nm 
Net (loss) income  (205) (60,969) (100%) 
Less net income attributable to non-controlling interest  -  2,972  nm 
Continuing  -  721  nm 
Discontinued  -  2,251  nm 
Net (loss) income attributable to us  (205) (63,941) (100%) 
Continuing  (205) (65,469) (100%) 
Discontinued  -  1,528  nm 

(A) Refer to Note 22 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.



 In South African Rand  
Table 4 (U.S. GAAP)   In South African Rand
(US GAAP)
 
 Three months ended December 31, 
 2017  2016      Three months ended December 31, 
 ZAR  ZAR  ZAR %   2019  2018(A) ZAR % 
 ’000  ’000  change  ZAR '000  ZAR '000  change 
Revenue 2,028,475  2,111,493  (4%)  1,081,731  1,109,248  (2%) 
Cost of goods sold, IT processing, servicing and support 1,011,312  1,025,093  (1%)  630,231  590,576  7% 
Selling, general and administration 675,065  581,482  16%   487,611  998,784  (51%) 
Depreciation and amortization 119,222  148,120  (20%)  63,972  103,001  (38%) 
Operating income 222,876  356,798  (38%)
Impairment loss  -  117,325  nm 
Operating loss  (100,083) (700,438) (86%) 
Change in fair value of equity securities  -  (226,829) nm 
Gain on disposal of FIHRST  142,269  -  nm 
Interest income 64,306  70,568  (9%)  19,611  31,182  (37%) 
Interest expense 31,777  7,111  347%   47,034  36,711  28% 
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%)
Impairment of Cedar Cellular note  -  39,132  nm 
Income (Loss) before income taxes  14,763  (971,928) nm 
Income tax expense (benefit)  25,145  (62,995) nm 
Net loss before earnings (loss) from equity-accounted investments  (10,382) (908,933) (99%) 
Earnings (Loss) from equity-accounted investments  7,389  (18,492) nm 
Net loss from continuing operations  (2,993) (927,425) (100%) 
Net income from discontinued operations  -  54,129  nm 
Net (loss) income  (2,993) (873,296) (100%) 
Less net income attributable to non-controlling interest 4,879  8,213  (41%)  -  42,570  nm 
Net income attributable to us 131,510  259,920  (49%)
Continuing  -  10,328  nm 
Discontinued  -  32,242  nm 
Net (loss) income attributable to us  (2,993) (915,866) (100%) 
Continuing  (2,993) (937,753) (100%) 
Discontinued  -  21,887  nm 

(A) Refer to Note 22 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.

The decrease in revenue was primarily due to lower prepaid airtime sales, fewerthe decline in EPE account numbers driven by SASSA's auto-migration of accounts to SAPO, and a reduction in EPE-related financial and value-added services and transaction fees due to a smaller customer base, but partially offset by higher 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, more fees generated from our EPE and ATM offerings, improved insurance activities, and a modestprepaid airtime sales.

The 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 andhigher costs related to ad hoc terminal and prepaid airtime sales, which wasbut partially offset by increases in goods and services purchased from third parties, higher expenses incurred due to increased usage offewer SASSA Grindrod-account grant recipients utilizing the South African National Payment System which resulted in lower transaction costs incurred by beneficiaries and expenses incurred to operate our EPE and ATM offerings.us.

The increasedecrease in selling, general and administration expense was 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 resultingrecorded during the second quarter of fiscal 2019 of approximately $23.4 million (resulting from a commensurate increase in our lending book in the last lending cycleSASSA's auto-migration of calendar 2017, as well as increases 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, lower executive remunerationEPE accounts), and lower transaction-related expenditurescosts incurred by our South Africa business as we transition our business strategy in South Africa. We continue to incur committed fixed and variable costs (including premises and staff costs) related to the maintenance of $0.6 million, compared to $1.2 millionour financial inclusion initiatives in the prior year.South Africa.

37


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 fordepreciated during the second quarter of fiscal 20182020.

During the second quarter of fiscal 2019, we recognized an impairment loss of approximately $8.2 million, which included $7.0 million related to the entire amount of IPG goodwill.

Our operating loss margin for the second quarter of fiscal 2020 and 20172019 was 11%(9.3%) and 17%(63.1%), respectively. Operating income margin excluding the $7.8 million valuation allowance would have been 16% in fiscal 2018. We discuss the components of operating income margin under “—Results"-Results of operations by operating segment."

There was no change in the fair value of equity securities during the second quarter of fiscal 2020 with our investment in Cell C carried at $0 (zero). The decrease was primarily attributablechange in fair value of equity securities during the second quarter of fiscal 2019 represented a non-cash fair value adjustment loss related to higher costCell C. Refer to Note 6 of goods sold, IT processing, servicingour unaudited condensed consolidated financial statements for the methodology and support relativeinputs used in the fair value calculation.


We recorded a gain of $9.7 million related to the reduction in revenue.disposal of FIHRST during the second quarter of fiscal 2020.

Interest on surplus cash decreased to $4.7$1.3 million (ZAR 64.319.6 million) from $5.1$2.2 million (ZAR 70.631.2 million), due primarily to the lower average daily ZAR cash balances partially offset by interest earned onand cash used to fund the loan to Finbond.operating losses in the South African operations.

Interest expense increased to $2.3$3.2 million (ZAR 31.847.0 million) from $0.5$2.6 million (ZAR 7.136.7 million), due primarily to interest on the South African facility we obtainedexpense related to partially fundcash borrowed to stock our investment in Cell C,ATMs and utilization of our overdraft facilities, but partially offset by lower averagea reduction in our long-term debt balance onSouth African debt.

During the second quarter of fiscal 2019, we recorded an impairment loss of $2.7 million related to our South Korean debtCedar Cellular note as a resultdiscussed in Note 7 of repayment of the debt in full in October 2017.our unaudited condensed consolidated financial statements.

Fiscal 20182020 tax expense was $10.1$1.7 million (ZAR 137.525.1 million) compared to $11.0an income tax benefit of $(4.4) million (ZAR 153.2(63.0) million) in fiscal 2017.2019. Our effective tax rate for fiscal 2018,2020, was 53.8% and was higher thanimpacted by the on-going losses incurred by certain of our South African statutory rate as a result of abusinesses and the associated valuation allowance providedallowances created related to an allowance for doubtful working capital finance receivables created,the deferred tax assets recognized regarding net operating losses incurred by these South African businesses and non-deductible expenses, (includingincluding transaction-related expenditure, which was partially offset by tax expense recorded by our profitable businesses in South Africa and South Korea. Our effective tax rate for fiscal 2019, 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 goodwill impairment losses, and non-deductible expenses, including transaction-related expenditure and non-deductible interest on our South African long-term facility)debt facility, which was partially offset by tax expense recorded by our profitable businesses in South Africa and theSouth Korea. The deferred tax impact of the changeschange in U.S. federal statutory tax law. Ourthe fair value of our equity security also impacted our effective tax rate for fiscal 2017, was 36.4% and was higher2019, as this amount is recorded at a lower rate (at a capital gains rate) than the South African statutory rate as a resultrate.

DNI was accounted for using the equity method during the second quarter of non-deductible expenses.

Earnings from equity-accounted investments increased primarily due tofiscal 2020. Finbond is listed on the inclusion ofJohannesburg Stock Exchange and reports its six-month results during our portion of DNIfirst quarter and Bank Frick.its annual results during our fourth quarter. The table below presents the relative earnings (loss) from our equity accounted investments:

Table 5  Three months ended December 31,    
   2019  2018  $ % 
   $ '000  $ '000  change 
DNI  380  -  nm 
Share of net income  1,650  -  nm 
Amortization of intangible assets, net of deferred tax  (465) -  nm 
Impairment  (805) -  nm 
Bank Frick  494  (1,217) nm 
Share of net income  636  402  58% 
Amortization of intangible assets, net of deferred tax  (142) (141) 1% 
Other  -  (1,478) nm 
Other  (368) (74) 397% 
   506  (1,291) 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)   In United States Dollars (US GAAP) 
 Three months ended December 31,     
 2017  % of  2016  % of  %   Three months ended December 31, 
  2019  % of  2018  % of  % change 
Operating Segment$ ’000  total $ ’000  total  change  $ '000  total  $ '000  total 
Revenue:               
Consolidated revenue:          
South African transaction processing 64,148  43%  59,862  40%  7%   20,350  27%  21,970  23%  (7%) 
International transaction processing 44,185  30%  44,000  29%  -   34,363  46%  38,124  39%  (10%) 
Financial inclusion and applied technologies 54,131  36%  59,258  39%  (9%)  21,986  30%  38,755  40%  (43%) 
Continuing  21,986  30%  19,047  20%  15% 
Discontinued  -  -  19,708  20%  nm 
Subtotal: Operating segments 162,464  109%  163,120  108%  -   76,699  103%  98,849  102%  (22%) 
Intersegment eliminations (14,048) (9%) (11,687) (8%) 20% 
Consolidated revenue 148,416  100%  151,433  100%  (2%)
Operating income (loss):               
Corporate/Eliminations  (2,619) (3%)  (1,699) (2%)  54% 
Total consolidated revenue  74,080  100%  97,150  100%  (24%) 
Continuing  74,080  100%  77,442  80%  (4%) 
Discontinued  -  -  19,708  20%  nm 
Consolidated operating (loss) income:              nm 
South African transaction processing 13,470  83%  15,372  60%  (12%)  (2,981) 43%  (11,830) 27%  (75%) 
International transaction processing (4,991) (31%) 3,904  15%  (228%)  2,811  (41%)  (4,043) 9%  nm 
Financial inclusion and applied technologies 12,737  78%  14,107  55%  (10%)  (878) 13%  (18,538) 43%  (95%) 
Continuing  (878) 13%  (26,967) 63%  (97%) 
Discontinued  -  -  8,429  (20%)  nm 
Subtotal: Operating segments 21,216  130%  33,383  130%  (36%)  (1,048) 15%  (34,411) 79%  (97%) 
Corporate/Eliminations (4,909) (30%) (7,794) (30%) (37%)
Consolidated operating income 16,307  100%  25,589  100%  (36%)
Corporate/eliminations  (5,806) 85%  (8,664) 21%  (33%) 
Continuing  (5,806) 85%  (6,061) 15%  (4%) 
Discontinued  -  -  (2,603) 6%  nm 
Total consolidated operating (loss) income  (6,854) 100%  (43,075) 100%  (84%) 
Continuing  (6,854) 100%  (48,901) 114%  (86%) 
Discontinued  -  -  5,826  (14%)  nm 

Table 7 In South African Rand (U.S. GAAP) 
  Three months ended December 31, 
  2017     2016       
  ZAR  % of  ZAR  % of  % 
Operating Segment ’000  total  ’000  total  change 
Revenue:               
South African transaction processing 876,743  43%  834,680  40%  5% 
International transaction processing 603,898  30%  613,510  29%  (2%)
Financial inclusion and applied technologies 739,835  36%  826,258  39%  (10%)
       Subtotal: Operating segments 2,220,476  109%  2,274,448  108%  (2%)
       Intersegment eliminations (192,001) (9%) (162,955) (8%) 18% 
              Consolidated revenue 2,028,475  100%  2,111,493  100%  (4%)
Operating income (loss):               
South African transaction processing 184,101  83%  214,338  60%  (14%)
International transaction processing (68,214) (31%) 54,435  15%  (225%)
Financial inclusion and applied technologies 174,083  78%  196,700  55%  (11%)
       Subtotal: Operating segments 289,970  130%  465,473  130%  (38%)
       Corporate/Eliminations (67,094) (30%) (108,675) (30%) (38%)
               Consolidated operating income 222,876  100%  356,798  100%  (38%)


Table 7  In South African Rand (US GAAP) 
     
   Three months ended December 31, 
   2019  % of  2018  % of  % change 
Operating Segment ZAR '000  total  ZAR '000  total 
Consolidated revenue:                
South African transaction processing  297,155  27%  314,689  23%  (6%) 
International transaction processing  501,775  46%  546,073  39%  (8%) 
Financial inclusion and applied technologies  321,044  30%  555,111  40%  (42%) 
Continuing  321,044  30%  272,821  20%  18% 
Discontinued  -  -  282,290  20%  nm 
Subtotal: Operating segments  1,119,974  103%  1,415,873  102%  (21%) 
Corporate/Eliminations  (38,243) (3%)  (24,335) (2%)  57% 
Total consolidated revenue  1,081,731  100%  1,391,538  100%  (22%) 
Continuing  1,081,731  100%  1,109,248  80%  (2%) 
Discontinued  -  -  282,290  20%  nm 
Consolidated operating (loss) income:              nm 
South African transaction processing  (43,529) 43%  (169,448) 27%  (74%) 
International transaction processing  41,047  (41%)  (57,910) 9%  nm 
Financial inclusion and applied technologies  (12,821) 13%  (265,531) 43%  (95%) 
Continuing  (12,821) 13%  (386,265) 63%  (97%) 
Discontinued  -  -  120,734  (20%)  nm 
Subtotal: Operating segments  (15,303) 15%  (492,889) 79%  (97%) 
Corporate/eliminations  (84,780) 85%  (124,100) 21%  (32%) 
Continuing  (84,780) 85%  (86,816) 15%  (2%) 
Discontinued  -  -  (37,284) 6%  nm 
Total consolidated operating (loss) income  (100,083) 100%  (616,989) 100%  (84%) 
Continuing  (100,083) 100%  (700,439) 114%  (86%) 
Discontinued  -  -  83,450  (14%)  nm 

South African transaction processing

The increasedecrease in segment revenue was primarily due to higher EPE transaction revenuefewer transactions performed at our ATM base and lower fees as a result of increased usage of our ATMs, increased inter-segmentfewer EPE and SASSA accounts. Our South African transaction processing activitiesoperating segment revenue and operating loss have been adversely impacted by the loss of EPE customers as a modest increaseresult of SASSA's auto-migration of accounts to SAPO. The reduced operating loss in the number of social welfare grants distributed. Operating income decreased primarilysegment is 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. These decreases were partially offset bycost cutting that has occurred over the aforementioned increases in segment revenue.last 12 months.

Our operating incomeloss margin for the second quarter of fiscal 20182020 and 20172019 was 21%(14.6%) and 26%(53.8%), respectively. 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 higherlower during the second quarter of fiscal 2018,2020, primarily due to an ongoing contraction in IPG transactions processed, specifically meaningfully lower crypto-exchange and China processing activity, modestly lower KSNET revenue as a result of lower transaction values processed and the impact of regulatory changes in South Koreathe weaker KRW/ USD exchange rate on KSNET’s revenue, largely offset by increased contributions from Masterpayment.reported KSNET revenue. Operating income during the second quarter of fiscal 2018 was lower2020 has improved compared with fiscal 2019 due to an allowance for doubtful working capital finance receivableimproved profitability of $7.8 million, a decrease in revenue at KSNET and losses incurred by all other major contributors to the segment. impairment loss recorded in fiscal 2019.

Operating income and(loss) margin for the second quarter of fiscal 20172020 and 2019 was positively impacted8.2% and (10.6%), respectively. Excluding the goodwill impairment, segment operating income and margin for fiscal 2019 were $3.0 million and 7.8%, respectively.

Financial inclusion and applied technologies

Segment revenue increased primarily due to higher ad hoc terminal and prepaid airtime sales, partially offset by lower lending revenue as a refundresult of approximately $0.8 million that had been paid several years agoa moderate contraction in connection with industry-wide litigation that has now been finalized.

39


Operating (loss) income marginour lending book and lower insurance revenue as a result of fewer customers, and a decrease in inter-segment revenues. Excluding the impact of the allowance for doubtful finance loans recorded in the second quarter of fiscal 2019, the operating loss from continuing operations for the second quarter of fiscal 2018 and 20172020 was (11%) and 9%, respectively. Excluding the Mastertrading allowance for doubtful working capital finance receivables, segment operating income and margin were $2.8 million and 6% respectively.

Financial inclusion and applied technologies

Financial inclusion and applied technologies revenue decreased primarilybetter than fiscal 2019 due to fewer prepaid airtime and other value added services sales, as well as lowerthe contribution from the ad hoc terminal sales, partially offset by increased volumes in our insurance businesses, and an increase in inter-segment revenues.airtime sales. Operating income during the second quarter of fiscal 2019 was alsosignificantly 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.$23.4 million (ZAR 335.1 million).


Operating income margin from continuing operations for the Financial inclusion and applied technologies segment was 24%(4.0%) and (141.6%) during each of the second quarter of fiscal 20182020 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.2019, respectively.

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’directors' fees; employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officersofficer's 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 profitacquired intangible asset amortization expense related to the sale of XeoHealth, and lower executive compensation, which wasintangible assets that were fully amortized during fiscal 2019, partially offset by a modest increases in U.S. dollar denominated goods and services purchased from third parties and directors’ fees.higher transaction-related expenditures.

First half of fiscal 20182020 compared to first half of fiscal 20172019

The following factors had a significant influenceimpact on our results of operations during the first half of fiscal 20182020 as compared with the same period in the prior year:

results.



Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

  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, 
Table 8  In United States Dollars
(US GAAP)
 
 2017  2016      Six months ended December 31, 
 ZAR  ZAR  ZAR %   2019  2018(A) $ % 
 ’000  ’000  change   $ '000  $ '000  change 
Revenue 4,036,874  4,307,891  (6%)  154,836  184,539  (16%) 
Cost of goods sold, IT processing, servicing and support 1,993,745  2,080,503  (4%)  89,954  103,335  (13%) 
Selling, general and administration 1,251,754  1,124,735  11%   65,324  111,152  (41%) 
Depreciation and amortization 237,257  292,187  (19%)  9,146  15,048  (39%) 
Operating income 554,118  810,466  (32%)
Impairment loss  -  8,191  nm 
Operating loss  (9,588) (53,187) (82%) 
Change in fair value of equity securities  -  (15,836) nm 
Gain on disposal of FIHRST  9,743  -  nm 
Interest income 130,760  131,383  (0%)  1,994  3,778  (47%) 
Interest expense 59,633  18,322  225%   4,576  5,121  (11%) 
Income before income tax expense 625,245  923,527  (32%)
Impairment of Cedar Cellular note  -  2,732  nm 
Loss before income taxes  (2,427) (73,098) (97%) 
Income tax expense 272,801  309,863  (12%)  3,739  577  548% 
Net income before earnings from equity-accounted investments 352,444  613,664  (43%)
Net loss before earnings from equity-accounted investments  (6,166) (73,675) (92%) 
Earnings from equity-accounted investments 45,992  10,283  347%   1,569  184  753% 
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%)
Net loss from continuing operations  (4,597) (73,491) (94%) 
Net income from discontinued operations  -  7,418  nm 
Net (loss) income  (4,597) (66,073) (93%) 
Less (Add) net income (loss) attributable to non-controlling interest  -  3,067  nm 
Continuing  -  (877) nm 
Discontinued  -  3,944  nm 
Net (loss) income attributable to us  (4,597) (69,140) (93%) 
Continuing  (4,597) (72,614) (94%) 
Discontinued  -  3,474  nm 

(A) Refer to Note 22 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.



Table 9  In South African Rand
(US GAAP)
 
   Six months ended December 31, 
   2019  2018(A)  ZAR % 
  ZAR '000  ZAR '000  change 
Revenue  2,229,994  2,645,884  (16%) 
Cost of goods sold, IT processing, servicing and support  1,295,544  1,481,596  (13%) 
Selling, general and administration  940,815  1,593,675  (41%) 
Depreciation and amortization  131,723  215,755  (39%) 
Impairment loss  -  117,441  nm 
Operating loss  (138,088) (762,583) (82%) 
Change in fair value of equity securities  -  (227,053) nm 
Gain on disposal of FIHRST  140,322  -  nm 
Interest income  28,718  54,168  (47%) 
Interest expense  65,905  73,424  (10%) 
Impairment of Cedar Cellular note  -  39,171  nm 
Loss before income taxes  (34,953) (1,048,063) (97%) 
Income tax expense  53,850  8,273  551% 
Net loss before earnings from equity-accounted investments  (88,803) (1,056,336) (92%) 
Earnings from equity-accounted investments  22,597  2,638  757% 
Net loss from continuing operations     (1,053,698  (94%) 
Net income from discontinued operations     106,358  nm 
Net (loss) income  (66,206) (947,340) (93%) 
Less (Add) net income (loss) attributable to non-controlling interest  -  43,974  nm 
Continuing  -  (12,574) nm 
Discontinued  -  56,548  nm 
Net (loss) income attributable to us  (66,206) (991,314) (93%) 
Continuing  (66,206) (1,041,124) (94%) 
Discontinued  -  49,810  nm 

(A) Refer to Note 22 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.

The decrease in revenue was primarily due to lower prepaid airtime sales, fewerthe expiration of our SASSA contract, the decline in EPE account numbers driven by SASSA's auto-migration of accounts to SAPO, and a reduction in EPE-related financial and value-added services and transaction fees due to a smaller customer base, but partially offset by higher 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.prepaid airtime sales.

In ZAR, theThe 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 ofSASSA Grindrod-account grant recipients utilizing the South African National Payment System which resulted in lower transaction costs incurred by beneficiaries,us, but partially offset by higher costs related to terminal and expenses incurred to operate our EPE and ATM offerings.prepaid airtime sales.

41


OurThe decrease in selling, general and administration expense increasedwas 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,recorded during the second quarter of fiscal 2019 of approximately $23.4 million (resulting from SASSA's auto-migration of EPE accounts), lower costs incurred by IPG and an increaseby our South Africa business as we transition our business strategy 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.South Africa.

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 fordepreciated during the first half of fiscal 20182020.

During the first half of fiscal 2019, we recorded an impairment loss of $8.2 million, which included $7.0 million related to the entire amount of IPG goodwill.

Our operating loss margin for the first half of fiscal 2020 and 20172019 was 14%(6.2%) and 19%(28.8%), respectively. Excluding 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"-Results of operations by operating segment."

The decrease was primarily attributablechange in fair value of equity securities represents a non-cash fair value adjustment loss related to higher costCell C during the first half of goods sold, IT processing, servicingfiscal 2019. Refer to Note 6 of our unaudited condensed consolidated financial statements for the methodology and support relativeinputs used in the fair value calculation.

We recorded a gain of $9.7 million related to the reduction in revenue.disposal of FIHRST during the first half of fiscal 2020.

In ZAR, interestInterest on surplus cash decreased to $9.6$2.0 million (ZAR 130.828.7 million) from $9.4$3.8 million (ZAR 131.454.2 million), due primarily to the lower average daily ZAR cash balances and cash used to fund the operating losses in the South African operations.


Interest expense decreased to $4.6 million (ZAR 65.9 million) from $5.1 million (ZAR 73.4 million), due to a reduction in our long-term South African debt, partially offset by interest earned onexpense related to cash borrowed to stock our ATMs and utilization of our overdraft facilities.

During the loanfirst half of fiscal 2019, we recorded an impairment loss of $2.7 million related 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 investmentCedar Cellular note as discussed in Cell C, somewhat offset by lower average long-term debt balance onNote 7 of our South Korean debt and a lower interest rate.unaudited condensed consolidated financial statements.

Fiscal 20182020 tax expense was $20.3$3.7 million (ZAR 272.853.9 million) compared to $21.9$0.6 million (ZAR 239.78.3 million) in fiscal 2017.2019. Our effective tax rate for fiscal 2018,2020, was 43.6%impacted by the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these South African businesses and non-deductible expenses, including transaction-related expenditure, which was partially offset by tax expense recorded by our profitable businesses in South Africa and South Korea. Our effective tax rate for fiscal 2019, was (6.8%) and was higher thanimpacted by the valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by our South African statutory rate as a result of a valuation allowance provided related to an allowance for doubtful working capital finance receivables created,businesses, the non-deductible goodwill impairment losses, and non-deductible expenses, (includingincluding transaction-related expenditure and non-deductible interest on our South African long-term facility)debt facility, which was partially offset by tax expense recorded by our profitable businesses in South Africa and theSouth Korea. The deferred tax impact of the changeschange in U.S. federal statutory tax law. Ourthe fair value of our equity security also impacted our effective tax rate for fiscal 2017, was 33.6% and was higher2019, as this amount is recorded at a lower rate (at a so-called capital gains rate) than the South African statutory raterate.

DNI was accounted for using the equity method during the first half of fiscal 2019. The accounting for DNI as a resultdiscontinued operation has adversely impacted the comparability of non-deductible expenses and the tax impact attributable to distributions from our South African subsidiary.

Earnings(loss) earnings from equity-accounted investments increased primarily due toduring the inclusionfirst half of our portion of DNI and Bank Frick and an increase, in USD, in Finbond’s net income.fiscal 2020. 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,   Six months ended December 31, 
 2017 2016 $ %   2019  2018  
$ ’000  $ ’000 change   $ '000  $ '000  $ % change 
DNI 1,911   -  nm   1,108  -  nm 
Share of net income 3,240   -  nm   3,113  -  nm 
Amortization of intangible assets, net of deferred tax (1,329)  -  nm   (931) -  nm 
Impairment  (1,074) -  nm 
Bank Frick 322   -  nm   469  (1,805) nm 
Share of net income 487   -  nm   755  564  34% 
Amortization of intangible assets, net of deferred tax (165)  -  nm   (286) (285) 0% 
Other  -  (2,084) nm 
Finbond 1,101 930 18%   491  1,875  (74%) 
Other 95   (197) (148%)  (499) 114  nm 
Earnings from equity accounted investments 3,429   733  368% 
  1,569  184  nm 


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)   In United States Dollars (US GAAP) 
 Six months ended December 31,     
 2017  % of  2016  % of  %   Six months ended December 31, 
  2019  % of  2018  % of % 
Operating Segment$ ’000  total $ ’000  total  change  $ '000  total  $ '000  total  change 
Revenue:               
Consolidated revenue:          
South African transaction processing 130,585  43%  117,430  38%  11%   39,749  26%  59,719  27%  (33%) 
International transaction processing 90,207  30%  90,190  29%  -   68,380  44%  77,511  35%  (12%) 
Financial inclusion and applied technologies 108,444  36%  122,800  40%  (12%)  52,131  34%  91,961  41%  (43%) 
Continuing  52,131  34%  53,466  24%  (2%) 
Discontinued  -  -  38,495  17%  nm 
Subtotal: Operating segments 329,236  109%  330,420  107%  -   160,260  104%  229,191  103%  (30%) 
Intersegment eliminations (28,262) (9%) (23,354) (7%) 21% 
Consolidated revenue 300,974  100%  307,066  100%  (2%)
Operating income (loss):               
Corporate/Eliminations  (5,424) (4%)  (6,157) (3%)  (12%) 
Total consolidated revenue  154,836  100%  223,034  100%  (31%) 
Continuing  154,836  100%  184,539  83%  (16%) 
Discontinued  -  -  38,495  17%  nm 
Consolidated operating (loss) income:              nm 
South African transaction processing 25,802  62%  28,920  50%  (11%)  (6,366) 66%  (15,343) 36%  (59%) 
International transaction processing 325  1%  9,721  17%  (97%)  6,601  (69%)  (1,281) 3%  nm 
Financial inclusion and applied technologies 26,657  65%  29,290  51%  (9%)  623  (6%)  (7,236) 17%  nm 
Continuing  623  (6%)  (23,497) 56%  nm 
Discontinued  -  -  16,261  (39%)  nm 
Subtotal: Operating segments 52,784  128%  67,931  118%  (22%)  858  (9%)  (23,860) 56%  nm 
Corporate/Eliminations (11,471) (28%) (10,161) (18%) 13% 
Consolidated operating income 41,313  100%  57,770  100%  (28%)
Corporate/eliminations  (10,446) 109%  (18,319) 44%  (43%) 
Continuing  (10,446) 109%  (13,066) 32%  (20%) 
Discontinued  -  -  (5,253) 12%  nm 
Total consolidated operating (loss) income  (9,588) 100%  (42,179) 100%  (77%) 
Continuing  (9,588) 100%  (53,187) 126%  (82%) 
Discontinued  -  -  11,008  (26%)  nm 

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%)


Table 12  In South African Rand (US GAAP) 
     
   Six months ended December 31, 
   2019  % of  2018  % of  % change 
Operating Segment ZAR '000  total  ZAR '000  total 
Consolidated revenue:                
South African transaction processing  572,477  26%  856,239  27%  (33%) 
International transaction processing  984,829  44%  1,111,337  35%  (11%) 
Financial inclusion and applied technologies  750,806  34%  1,318,518  41%  (43%) 
Continuing  750,806  34%  766,584  24%  (2%) 
Discontinued  -  -  551,934  17%  nm 
Subtotal: Operating segments  2,308,112  104%  3,286,094  103%  (30%) 
Corporate/Eliminations  (78,118) (4%)  (88,276) (3%)  (12%) 
Total consolidated revenue  2,229,994  100%  3,197,818  100%  (30%) 
Continuing  2,229,994  100%  2,645,884  83%  (16%) 
Discontinued  -  -  551,934  17%  nm 
Consolidated operating (loss) income:              nm 
South African transaction processing  (91,685) 66%  (219,985) 36%  (58%) 
International transaction processing  95,070  (69%)  (18,367) 3%  nm 
Financial inclusion and applied technologies  8,973  (6%)  (103,748) 17%  nm 
Continuing  8,973  (6%)  (336,895) 56%  nm 
Discontinued  -  -  233,147  (39%)  nm 
Subtotal: Operating segments  12,358  (9%)  (342,100) 56%  nm 
Corporate/eliminations  (150,446) 109%  (262,654) 44%  (43%) 
Continuing  (150,446) 109%  (187,338) 32%  (20%) 
Discontinued  -  -  (75,316) 12%  nm 
Total consolidated operating (loss) income  (138,088) 100%  (604,754) 100%  (77%) 
Continuing  (138,088) 100%  (762,585) 126%  (82%) 
Discontinued  -  -  157,831  (26%)  nm 

(A) Refer to Note 22 to the unaudited condensed consolidated financial statements for discontinued operations disclosures.

South African transaction processing

The increasedecrease in segment revenue was primarily due to higher EPE transaction revenuefewer transactions performed at our ATM base and lower fees as a result of increased usage of our ATMs, increased inter-segmentfewer EPE and SASSA accounts. Our South African transaction processing activitiesoperating segment revenue and a modest increase inoperating loss have been adversely impacted by the numberloss 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 revenuecustomers as a result of increased usageSASSA's auto-migration of our ATMs, increased inter-segment transaction processing activities and a modest increaseaccounts to SAPO. The reduction in operating losses in the numbersegment is a reflection of social welfare grants distributed.the cost reductions that have occurred over the last 12 months.

Our operating incomeloss margin for the first half of fiscal 20182020 and 20172019 was 20%(16.0%) and 25%(25.7%), respectively. 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 higherlower during the first halfsecond quarter of fiscal 2018,2020, primarily due to increased contributions from Masterpaymentan ongoing contraction in IPG transactions processed, specifically meaningfully lower crypto-exchange and Transact24, largely offset byChina processing activity, modestly lower KSNET revenue as a result of the ongoing impact of regulatory changes in South Koreathe weaker KRW/ USD exchange rate on KSNET’sreported KSNET revenue. Operating income during the first halfsecond quarter of fiscal 2018 was lower2020 has improved compared with fiscal 2019 due to an allowance for doubtful working capital finance receivableimproved profitability of $7.8 million, a decreaseKSNET and the impairment loss recorded in revenue at KSNET, partially offset by a smaller loss incurred by Masterpayment.fiscal 2019.

43


Operating income and(loss) margin for the first half of fiscal 2017,2020 and 2019 was also positively impacted9.7% and (1.7%), respectively, due to improving profitability at KSNET. Excluding the goodwill impairment, segment operating income and margin for fiscal 2019 were $5.7 million and 7.4%, respectively.

Financial inclusion and applied technologies

Segment revenue decreased primarily due to lower lending revenue and insurance revenue as a result of fewer customers, and a decrease in inter-segment revenues, partially offset by a refundhigher ad hoc terminal and prepaid airtime and value-added services sales. The improved operating income reflects the stabilization of approximately $0.8 million that had been paid several years ago in connection with industry-wide litigation that has now been finalized.

the lending and insurance books, the positive contribution from the ad hoc terminal sales as well as our cost reduction efforts of the last 12 months. 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, and2019 includes 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 resultingof $23.4 million (ZAR 335.5 million).


Operating loss margin from a commensurate increase in our lending book in the last lending cycle of calendar 2017.

Operating income margincontinuing operations for the Financial inclusion and applied technologies segment was 25%1.2% and 24%(43.9%) during the first half of fiscal 20182020 and 2017, respectively, and has 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.2019, respectively.

Corporate/Eliminations

Our corporate expenses have increaseddecreased primarily due to lower acquired intangible asset amortization expense related to intangible assets that were fully amortized during fiscal 2019, partially offset by higher transaction-related expenditures and modest increases in U.S. dollar denominated goods and services purchased from third parties and directors’ fees. Our corporate expenses for the first half of fiscal 2017, includes the reversal of $1.8 million of stock-based compensation charges.expenditures.

Liquidity and Capital Resources

At December 31, 2017,2019, our cash and cash equivalents were $64.9$50.7 million and comprised mainlyof KRW-denominated balances of KRW 28.136.2 billion ($24.431.3 million), ZAR-denominated balances of ZAR 272.0197.0 million ($22.014.0 million), U.S. dollar-denominated balances of $11.4$1.8 million, and other currency deposits, primarily euros,Botswana pula, of $7.1$3.6 million, all amounts translated at exchange rates applicable as of December 31, 2017.2019. The decreaseincrease in our unrestricted cash balances from June 30, 2017,2019, was primarily due to our investments in DNI, Bank Frick, Cell C and a $9 million listed note, scheduled repaymentsutilization of our South African long-term debt, unscheduledshort-term borrowings and repayment of Korean debt in full, growth in our South African lending book, and capital expenditures,a loan outstanding by DNI, which was partially offset by cash generated by most of our core businesses.

We currently believe that our cashweaker trading activities, capital expenditures, and credit facilities are sufficient to fund our future operations for at least the next four quarters.an additional investment in V2.

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.

We Recently, we have abeen required to utilize our short-term South African credit facility with Nedbank of ZAR 400 million ($32.3 million), which consists of (i) a primary amount of upfinancing facilities to ZAR 200 million, and (ii) a secondary amount of upfund our daily cash requirements as we adapt to ZAR 200 million. The primary amounts comprise an overdraft facility of up to ZAR 50 million and indirect and derivative facilities of up to ZAR 150 million, which include letters of guarantee, letters of credit and forward exchange contracts.

As of December 31, 2017, we had used nonethe expiration of the overdraftSASSA contract in September 2018 and ZAR 126.0 million ($10.2 million, translated at exchange rates applicable asthe transition of December 31, 2017)our business model. The board is actively managing our liquidity in the light of the indirectsignificant changes underway in our business and derivativewe currently believe that our cash and credit facilities are sufficient to obtain foreign exchange contracts andfund our future operations for at least the next four quarters.

Consideration of going concern

Accounting guidance requires our management to support guarantees issued by Nedbankassess whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to various third parties oncontinue as a going concern within one year after our behalf.

We 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,unaudited condensed consolidated financial statements are issued. Our management has identified certain conditions or events, which, considered in the aggregate, could raise substantial doubt about our ability to continue as a going concern including the risk that we had utilized approximately EUR 25.7 million ($30.7 million)will be unable to:

Our management has implemented a fixed term; however, it may be terminated by either party with six months written notice atnumber of plans to alleviate the endsubstantial doubt about our ability to continue as a going concern. These plans include disposing of a calendar month. Referour Korean business unit, KSNET, as announced in our press release of January 27, 2020, certain non-core assets (refer to Note 12 to3 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017,2019, for additional information relatedregarding a call option granted to DNI), and extending our existing borrowings used to fund our ATMs through September 2020. Provided the KSNET disposal closes, as expected, in March 2020, this is expected to remove the substantial doubt about our ability to continue as a going concern.

In addition, our management believes there are a number of mitigating actions it can pursue, including (i) limiting the expansion of our microlending finance loans receivable book in South Africa; (ii) implementing further cost cutting measures; (iii) commencing additional asset realizations; (iv) managing our capital expenditures; and (v) accessing alternative sources of capital (including through the issuance of additional shares of our common stock), in order to generate additional liquidity. Our management believes that these plans and mitigating actions alleviate the substantial doubt referred to above and, therefore, has concluded that we remain a going concern.


Available short-term borrowings

We have a short-term South African credit facility with Nedbank of up to ZAR 450.0 million ($32.0 million), which is comprised of an overdraft facility of (i) up to ZAR 300.0 million ($21.4 million), which is further split into (a) a ZAR 250.0 million ($17.8 million) overdraft facility which may only be used to fund mobile ATMs and (b) a ZAR 50.0 million ($3.6 million) general banking facility and (ii) indirect and derivative facilities of up to ZAR 150.0 million ($10.7 million), which include letters of guarantee, letters of credit and Note 9forward exchange contracts. 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 unaudited condensed consolidated financial statements for the three and six months ended December 31, 2017, for additional information related to our short-term facilities.

ATMs is considered restricted cash. As of December 31, 2017,2019, the interest rate on the overdraft facility was 8.85%, and reduced to 8.60% on January 17, 2020, following a reduction in the South African repo rate. As of December 31, 2019, we had outstanding long-term debtutilized approximately ZAR 164.3 million ($11.7 million) of our ZAR 250.0 million overdraft facility to fund ATMs, and none of our ZAR 50.0 million general banking facility. As of December 31, 2019, we had utilized approximately ZAR 93.6 million ($6.7 million) of the indirect and derivative facilities to support guarantees issued by Nedbank to various third parties on our behalf.

We also have a short-term South African credit facility with RMB of ZAR 870.71.2 billion ($85.4 million) which may only be used to fund our fixed ATMs in South Africa. As of December 31, 2019, the interest rate on the facility was 10.00% (South African prime) and reduced to 9.75% on January 17, 2020, following a reduction in the South African repo rate. As of December 31, 2019, we had utilized approximately ZAR 1.0 billion ($72.7 million) of this facility.

We have a short-term U.S. dollar-denominated overdraft facility with Bank Frick of $20.0 million. As of December 31, 2019, we had utilized approximately $13.9 million (approximately $70.4of this facility. The interest rate on the 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 1.91% on December 31, 2019. The facility has no fixed term, however, it may be terminated by either party with six weeks written notice.

We also have a one-year KRW 10.0 billion ($8.7 million) short-term overdraft facility from Hana Bank, a South Korean bank. The interest rate on the facilities is 1.98% plus the 3-month CD rate. The 3-month CD rate as of December 31, 2019 was 1.53%. The facility expires in January 2021, however can be renewed. The facility is unsecured with no fixed repayment terms. As of December 31, 2019, we had not utilized this facility.

Available long-term borrowings

On September 4, 2019, we further amended our amended July 2017 Facilities agreement with RMB and Nedbank to include an overdraft facility ("Facility F") of up to ZAR 300.0 million ($21.4 million, translated at exchange rates applicable as of December 31, 2017) under our2019) for the sole purpose of funding the acquisition of airtime from Cell C. We may not dispose of the airtime acquired from Cell C prior to April 1, 2020, without the prior consent of RMB, Absa Bank Limited and Investec Asset Management Proprietary Limited. Facility F comprises (i) a first Senior Facility F loan South African facilities. Interest due onof ZAR 220.0 million (ii) a second Senior Facility F loan of ZAR 80.0 million, or such lesser amount as may be agreed by the facility agent. Facility F is required to be repaid in full within nine months following the first utilization of the facility. We are required to prepay Facility F and any outstanding interest subject to customary prepayment terms. In December 2019, we disposed of our entire shareholding in FIHRST and used the proceeds from the disposal to prepay interest and principal outstanding on Facility F. Outstanding interest on Facility F is payable upon maturity of the facility and is calculated based on the Johannesburg Interbank Agreed Rate, or JIBAR in effect from time to time plus a margin of 2.25% for the Facility A loan, 3.5% for the Facility B loan and 2.25% for the Facility C loan.5.50% per annum. JIBAR was 6.80% on December 31, 2019. The JIBAR rate has been set at 7.158% for the period to March 29, 2018. Principal repaymentsmargin on the Facility AF increased by 1% on November 1, 2019, because we had not disposed of our remaining shareholding in DNI and Facility B loans are dueFIHRST by that date.

Restricted cash

We have credit facilities with RMB and Nedbank in eight equal quarterly installments, which beganorder to access cash to fund our ATMs in South Africa. Our cash, cash equivalents and restricted cash presented in our unaudited condensed consolidated statement of cash flows as of December 31, 2019, includes restricted cash of approximately $84.4 million related to cash withdrawn from our various debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash on September 30, 2017. Principal repayment on the Facility C loan is to be determined by the Lenders based on the date of the repayment of any borrowings under the Facility A loan. Voluntary prepayments are permitted without early repayment fees or penalties.our audited consolidated balance sheet.

Cash flows from operating activities

Second quarter

Net cash provided by operating activities forduring the second quarter of fiscal 20182020 was $13.3$4.4 million (ZAR 182.064.5 million) compared to $15.7$(5.2) million (ZAR 218.8(75.0) million) forof net cash used in operating activities during the second quarter of fiscal 2017. Excluding the impact of interest received, interest paid under our Korean and South Africa debt and taxes presented2019. The increase in the table below, the decrease relatescash provided is primarily due to the expansionrepayment of our South African lending book and weaker trading activity during fiscal 2018 comparedfinance loans receivable at the end of December 2019. These finance loans receivable are typically settled at the beginning of the new month (in this case January 2020) but were settled in December 2019, due to 2017, offset partially by the receiptopening of certain working capital loans outstanding.the January 2020 grant distribution file in December 2019.


During the second quarter of fiscal 2018,2020, we paid South African tax of $16.5$0.7 million (ZAR 216.710.7 million) related to our 20182020 tax year. We also paid taxes totaling $1.3 million in other tax jurisdictions, primarily South Korea. During the second quarter of fiscal 2019, we paid South African tax of $6.2 million (ZAR 89.1 million) related to our 2019 tax year. We also paid taxes totaling $2.6 million in other tax jurisdictions, primarily South Korea.

Taxes paid during the second quarter of fiscal 2020 and 2019 were as follows:

Table 13 Three months ended December 31, 
  2019  2018  2019  2018 
 $  $  ZAR  ZAR 
 '000  '000  '000  '000 
First provisional payments 740  6,245  10,657  89,144 
Tax refund received -  (34) -  (475)
Total South African taxes paid 740  6,211  10,657  88,669 
Foreign taxes paid: Korea 1,264  2,568  18,205  36,624 
Total tax paid 2,004  8,779  28,862  125,293 

First half

Net cash used in operating activities during the first half of fiscal 2020 was $(13.9) million (ZAR (200.5) million) compared to $11.2 million (ZAR 160.9 million) provided by operating activities during the first half of fiscal 2019. The change is primarily due to weaker trading activity during fiscal 2020 compared to 2019, as well as the purchase of $12.3 million of Cell C prepaid airtime that is subject to sale restrictions utilizing our borrowings (refer below under financial activities and to Note 4 to our unaudited condensed consolidated financial statements), partially offset by the repayment of finance loans receivable at the end of December 2019.

During the first half of fiscal 2020, we paid South African tax of $0.7 million (ZAR 10.7 million) related to our 2020 tax year in South Africa.and $0.8 million (ZAR 11.6 million) related to our 2019 tax year. We also paid taxes totaling $2.4 million in other tax jurisdictions, primarily South Korea. During the second quarterfirst half of fiscal 2017,2019, we paid South African tax of $17.8$6.2 million (ZAR 246.689.1 million) related to our 20172019 tax year. During the first half of 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 $5.0$2.6 million in other tax jurisdictions, primarily South Korea.

Taxes paid during the second quarter ofyear to date fiscal 20182020 and 20172019 were as follows:

Table 13 Three months ended December 31, 
Table 14 Six months ended December 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  740  6,245  10,657  89,144 
Taxation paid related to prior years -  1  -  13  782  1,399  11,620  20,488 
Taxation refunds received (251) (166) (3,292) (2,315)
Tax refund received (28) (96) (392) (1,377)
Total South African taxes paid 16,260  17,610  213,362  244,256  1,494  7,548  21,885  108,255 
Foreign taxes paid 2,353  4,954  32,738  69,186 
Foreign taxes paid: Korea 2,393  2,574  34,112  36,712 
Total tax paid 18,613  22,564  246,100  313,442  3,887  10,122  55,997  144,967 

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 of fiscal 2018, we paid South African tax of $16.5 million (ZAR 216.7 million) related to our 2017 tax year in South Africa. During the first half of fiscal 2017, we made an additional tax payment of $1.2 million (ZAR 16.7 million) related to our 2016 tax year in South Africa and received a refund of approximately $0.3 million (ZAR 3.3 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 million in other tax jurisdictions, primarily South Korea.

45


Taxes paid during the first half of fiscal 2018 and 2017 were as follows:

Table 14 Six 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 1,919  1,187  25,227  16,721 
Taxation refunds received (251) (1,369) (3,292) (18,878)
Dividend withholding taxation -  1,471  -  21,300 
       Total South African taxes paid 18,179  19,064  238,589  265,701 
       Foreign taxes paid 2,470  5,003  34,276  69,877 
            Total tax paid 20,649  24,067  272,865  335,578 

Cash flows from investing activities

Second quarter

Cash used in investing activities for the second quarter of fiscal 2018 includes2020 included capital expenditureexpenditures of $2.1$0.8 million (ZAR 28.712.1 million), primarily fordue to the acquisition of payment processing terminalsequipment in Korea.South Korea to maintain operations. During the second quarter of fiscal 2020, we received $10.9 million from the sale of FIHRST. We also paid approximately $40.9extended loan funding of $0.6 million for a 30% interest in Bank Frick and $9.0 million for a 7.625% interest in a listed note.to Revix.

Cash used in investing activities for the second quarter of fiscal 2017 includes2019 included capital expenditureexpenditures of $3.1$2.5 million (ZAR 43.636.5 million), primarily fordue to the acquisition of payment processing terminals in Korea. Our Korean capital expenditures have declined due to regulatory changesATMs in South Korea which now prohibitAfrica and the provisionexpansion of payment equipment to the majority of merchants.our branch network. We also providedpaid $2.5 million for a $10.0 million loan to Finbond and paid approximately $2.950% interest in V2 Limited, acquired customer bases in DNI for $1.4 million, and $1.7made a further equity contribution of $1.1 million respectively, net of cash received, to acquire 100% of each of C4U Malta and Pros Software’s ordinary shares.MobiKwik.


First half

Cash used in investing activities for the first half of fiscal 2018 includes2020 included capital expenditureexpenditures of $3.6$3.5 million (ZAR 48.049.7 million), primarily fordue to the acquisition of paymentATMs in South Africa and processing terminalsequipment in Korea.South Korea to maintain operations. During the first half of fiscal 2020, we received $10.9 million from the sale of FIHRST. We also paid approximately $151.0made a further equity contribution of $1.3 million (ZAR 2.0 billion) forto V2, extended loan funding of $0.6 million to Revix, and received $4.3 million from DNI related to the settlement of a 15% interest in Cell C, $72.0ZAR 60.0 million (ZAR 945.0 million) for a 45% interest in DNI, $40.9 million for a 30% interest in Bank Frick and $9.0 million for a 7.625% interest in a listed note.loan outstanding.

Cash used in investing activities for the first half of fiscal 2017 includes2019 included capital expenditureexpenditures of $6.5$5.7 million (ZAR 91.981.2 million), primarily fordue to the acquisition of payment processing terminalsATMs in Korea.South Africa and the expansion of our branch network. We also paid approximately $15.3$2.5 million for a 7.5%50% interest in MobiKwik; provided a $10.0 million loan to Finbond and paid approximately $2.9V2 Limited, acquired customer bases in DNI for $1.4 million, and $1.7made a further equity contribution of $1.1 million respectively, net of cash received, to acquire 100% of each of C4U Malta and Pros Software’s ordinary shares.MobiKwik.

Cash flows from financing activities

Second quarter

During the second quarter of fiscal 2018,2020, we made an unscheduled $16.6utilized approximately $200.7 million repaymentfrom our South African overdraft facilities, primarily to settlefund our outstanding South Korean debtATMs, and repaid $193.8 million of these facilities. We prepaid approximately $11.3 million of Facility F utilizing the proceeds received from the disposal of FIHRST. We also utilized $7.2 million of our Bank Frick overdraft to fund our operations.

During the second quarter of fiscal 2019, we utilized approximately $221.6 million from our overdraft facilities, primarily to fund our ATMs, and repaid $245.7 million of these facilities, including amounts utilized in September 2018. We also utilized approximately $3.2 million of DNI's revolving credit facility in full to lend funds to Cell C to finance the acquisition and/or requisition of telecommunication towersand other specific uses pre-approved by the lender. We also made a scheduled South African debt facility payment of $14.3$10.6 million (ZAR 187.5 million). We also repaid $11.4 million of our overdraft facilities.

During the second quarter of fiscal 2017, we made a $1.8 million unscheduled repayment of our Korean debt and paid a guaranteenon-refundable origination fee of $1.1approximately $0.2 million related to the guarantee issued by RMB.DNI's revolving credit facility.

First half

During the first half of fiscal 2018,2020, we utilized approximately $94.3$383.2 million (ZAR 1.25 billion) offrom our South African facilityoverdraft facilities, primarily to part-fundfund our investment in Cell CATMs, and repaid $374.6 million of these facilities. We utilized approximately $0.3$14.8 million of our Korean facilityborrowings to pay a portionfund the purchase of our quarterly interest due.Cell C prepaid airtime that is subject to sale restrictions. We made accumulated scheduled South African debt facility paymentsprepaid approximately $11.3 million of $28.5 million (ZAR 375 million) and made a $16.6 million payment to settle our outstanding South Korean debt facility in full.these borrowings (Facility F) utilizing the proceeds received from the disposal of FIHRST. We also utilized $32.6repaid $4.0 million of our Bank Frick overdraft facilities and repaid $14.3utilized $8.4 million of thesethis overdraft facilities.to fund our operations.

During the first half of fiscal 2017,2019, we paidutilized approximately $31.6$306.2 million from our overdraft facilities, primarily to repurchase 3,137,609 sharesfund our ATMs, and repaid $245.7 million of our common stockthese facilities. We also utilized approximately $11.0 million of DNI's revolving credit facility to lend funds to Cell C to finance the acquisition and/or requisition of telecommunication towers and also paid $0.5 million, on July 1, 2016, related to settlement of amounts outstanding related toother specific uses pre-approved by the repurchases at the end of June 2016.lender. We also made a $28.5scheduled South African debt facility payment of $20.9 million, unscheduled repaymentrepaid $2.8 million under DNI's revolving credit facility and paid non-refundable origination fees of our Korean debt. In addition, we paid a guarantee fee of $1.1approximately $0.4 million related to the guarantee issued by RMB and paid a dividend of approximately $0.6 million to certain of our non-controlling interests.credit facilities.

46


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Expenditures

We expect capital spending for the third quarter of fiscal 20182020 to primarily include the acquisition of payment terminals for the expansion of our operations in Korea and expansion oflimited investments into our ATM infrastructure and branch network in South Africa.

Our historical capital expenditures for the second quarter of fiscal 20182020 and 20172019 are discussed under “—Liquidity"-Liquidity and Capital Resources—CashResources-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 December 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, Commitmentsfunds and Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2017:available facilities.


(A)

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

(B)

– Under the DNI transaction agreements, we are obliged to pay to DNI an additional amount not exceeding ZAR 360 million ($29.1 million translated at exchange rates applicable as of December 31, 2017) in cash, subject to DNI achieving certain performance targets.

(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 million issued as of December 31, 2017, 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 million in MobiKwik, subject to the achievement of certain contractual conditions.

47


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.

We have short-term borrowings which attract interest at rates that fluctuate based on changes in benchmark interest rates such as the South Africa prime interest rate, JIBAR and LIBOR. The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of December 31, 2017,2019, as a result of changes in (i) the South African prime interest rate, assuming hypothetical short-term borrowings of ZAR 1.0 billion as of December 31, 2019, and (ii) JIBAR, rates.using our December 31, 2019, borrowings of ZAR 57.1 million. The effect of a hypothetical 1% (i.e. 100 basis points) increase and a 1% decrease in each ofthe South African prime interest rate and JIBAR ratesrate as of December 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 
Table 16       Estimated annual 
  Annual     expected interest 
  expected     charge after 
  interest  Hypothetical  hypothetical change in 
  charge  change in  JIBAR 
  ($ ’000) JIBAR  ($ ’000)
Interest on South Africa long-term debt (JIBAR) 7,158  1%  7,865 
     (1%) 6,450 
Table 15 As of December 31, 2019 
  Annual expected interest charge
($ '000)
  Hypothetical change in interest rates  Estimated annual expected interest charge after hypothetical change in interest rates
($ '000)
 
Interest on South Africa overdraft (South African prime interest rate) 7,118  1%  7,830 
     (1%)  6,406 
          
Interest on South Africa borrowings (JIBAR) 500  1%  540 
     (1%)  459 

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 December 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 in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019, our chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2017.2019.

Changes in Internal Control over Financial Reporting

There have not been anywere no changes in our internal control over financial reporting during the most recent fiscal quarter ended December 31, 2017,2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weakness described in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019, and we have and will continue to perform additional procedures, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects.


Part II. Other Information

Item 1. Legal Proceedings

Litigation Regarding LegalityDecember 5, 2019, securities class action complaint

On December 5, 2019, a putative securities class action complaint was filed in the United States District Court for the Southern District of Debit Orders under Social AssistanceNew York against our company, Herman G. Kotzé and Alex M.R. Smith. The complaint seeks damages based on alleged material misrepresentations and omissions concerning our internal controls over financial reporting, classification of an investment in Cell C Proprietary Limited, and our company's consolidated financial statements for fiscal 2018. The complaint asserts claims for violations of Sections 10(b) of the Exchange Act Regulationsand Rule 10b-5, and Section 20(a) of the Exchange Act. The proposed class period is September 12, 2018, through November 8, 2018, inclusive. None of the defendants have been served.

AsItem 1A. Risk Factors

See "Item 1A RISK FACTORS" in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, 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 eachin our Annual Report on Form 10-K for the fiscal year ended June 30, 2019.

We may be unable to recover the carrying value of SASSAcertain Cell C airtime that we own which is subject to resale restrictions.

In September 2019, we acquired a substantial amount of Cell C airtime inventory ($13.7 million translated at exchange rates applicable as of December 31, 2019). The terms of our South African borrowings, as amended, provide that we may not sell this inventory until after March 31, 2020, and then only with the Black Sash Trust,consent of certain South African banks, which also own Cell C inventory. We may be unable to recover the carrying value of this airtime inventory as a result of the business failure of Cell C or Black Sash, served applications petitioningif the South African Supreme Courtbanks that are required to approve the sale of Appeal,our Cell C restricted airtime fail to approve the sale for any reason. Failure to recover the carrying value of this inventory may have a material adverse effect on our results of operations or financial condition.

Item 5. Other Information

Subsequent to the issuance of our Form 10-K for the year ended June 30, 2019 and our Form 10-Qs for the three months ended September 30, 2019 and the three and nine months ended March 31, 2019, we determined that our presentation of the discontinued operations of DNI-4PL Contracts Proprietary Limited, or DNI, in the condensed consolidated statements of operations included in those filings was incorrect. In these previous filings, the gross amounts of DNI's operations upon classification as a discontinued operation remained in the condensed consolidated statements of operations which totalled to net (loss) income. Two captioned lines below net (loss) income were presented to show the composition of the net (loss) income between continuing and discontinued operations and the details of amounts relating to DNI's discontinued operations were separately disclosed in a note. The correct presentation removes the gross amounts of a discontinued operation from the condensed consolidated statements of operations, which totals to the net (loss) income from continuing operations before presenting net income from discontinued operations and then totalling to net (loss) income.

We will revise the above referenced previous presentations on the condensed consolidated statements of operations to correct them in future filings the next time these amounts are presented as comparative prior period amounts. The impact of these revisions will reduce each of the previously presented line items in the condensed consolidated statements of operations preceding net income by the amounts shown in the note disclosure for DNI's discontinued operations. The revisions will have no effect on previously presented net (loss) income, net (loss) income for continuing operations, net income from discontinued operations or the Supreme Court, to grant them leave to appeal to either the Supreme Court or to a full bench of the High Court of the Republic of South Africa Gauteng Division, Pretoria.

On September 29, 2017, 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 provide a hearing date after all written arguments have been filed.note disclosures for DNI's discontinued operations.

We believefurther considered the impact on our control environment and note that SASSAthe control designed to detect and prevent the Black Sash’s claim is without merit, and we intend to defend it vigorously. However, we cannot predict how the courts will rule on the matter.

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

Our appeal of the November 27, 2015, High Court ruling in this mattermisstatement was initially scheduledconsidered to be heard on December 6, 2017, however, the matterineffective and remains unremediated. A material weakness was subsequently removed from the rollreported at June 30, 2019. Refer to Item 4-"Controls and a new hearing date has not been set. 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 TribunalProcedures" for argument on the main issues raised by the NCR, as dealt with above. We cannot predict the outcome of this litigation.further information.

Constitutional Court order regarding extension of contract with SASSA for 12 months

Various reports have been filed by SASSA and the panel of experts pursuant to the Constitutional Court’s March 17, 2017 order and various directives received from it. On February 6, 2018, we launched an application with the Constitutional Court requesting clarity on whether CPS may participate in any future SASSA tender processes.

Item 6. Exhibits

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

Incorporated

Incorporated by Reference Herein

Exhibit No.

Included
No.

Description of Exhibit

Included Herewith

Form

Exhibit

Filing Date

10.79

Proposed Agreement of Lease between Buzz Trading 199 (Pty) Ltd and Net 1 Applied Technologies South Africa Limited

X

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act

X

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act

X

32

Certification pursuant to 18 USC Section 1350

X

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase

X

101.LAB

XBRL Taxonomy Extension Label Linkbase

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

X



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, 2018.10, 2020.

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 Director

50