Net 1 UEPS Technologies, Inc.: Form 10-Q - Filed by newsfilecorp.com

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, 2013

OR

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

For the transition period from _______ To ________

Commission file number: 000-31203

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)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]


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

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

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

As of February 6, 2014 (the latest practicable date), 45,773,342 shares of the registrant’s common stock, par value $0.001 per share, net of treasury shares, were outstanding.


Form 10-Q

NET 1 UEPS TECHNOLOGIES, INC.

Table of Contents

      Page No.
PART I. FINANCIAL INFORMATION  
  Item 1.

Financial Statements

 

Unaudited Condensed Consolidated Balance Sheets at December 31, 2013 and June 30, 2013

2

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2013 and 2012

3

Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2013 and 2012

4

Unaudited Condensed Consolidated Statement of Changes in Equity for the Six Months Ended December 31, 2013

5

Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended December 31, 2013 and 2012

6
   

Notes to Unaudited Condensed Consolidated Financial Statements

7
  Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24
  Item 3.

Quantitative and Qualitative Disclosures About Market Risk

41
  Item 4.

Controls and Procedures

41
PART II. OTHER INFORMATION  
  Item 1.

Legal Proceedings

42
  Item 1A.

Risk Factors

42
  Item 5.

Other information

43
  Item 6.

Exhibits

43
  Signatures   44
  EXHIBIT 10.25  
  EXHIBIT 10.26  
  EXHIBIT 10.27  
  EXHIBIT 10.28  
  EXHIBIT 10.29  
  EXHIBIT 31.1  
  EXHIBIT 31.2  
  EXHIBIT 32  

1


Part I. Financial Information

Item 1. Financial Statements

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

    Unaudited     (A)  
    December 31,     June 30,  
    2013     2013  
    (In thousands, except share data)  
ASSETS    
CURRENT ASSETS            
     Cash and cash equivalents $  22,362   $  53,665  
     Pre-funded social welfare grants receivable (Note 2)   7,971     2,934  
     Accounts receivable, net of allowances of – December: $1,326; June: $4,701   125,062     102,614  
     Finance loans receivable, net of allowances of – December: $1,813; June: $-   42,847     8,350  
     Inventory (Note 3)   13,537     12,222  
     Deferred income taxes   5,001     4,938  
             Total current assets before settlement assets   216,780     184,723  
                     Settlement assets (Note 4)   466,599     752,476  
                             Total current assets   683,379     937,199  
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of –            
December: $87,536; June: $84,808   47,619     48,301  
EQUITY-ACCOUNTED INVESTMENTS   1,290     1,183  
GOODWILL (Note 6)   181,111     175,806  
INTANGIBLE ASSETS, net (Note 6)   73,874     77,257  
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 7)   34,271     36,576  
     TOTAL ASSETS   1,021,544     1,276,322  
LIABILITIES    
CURRENT LIABILITIES            
     Bank overdraft (Note 8)   24,256     -  
     Accounts payable   13,689     26,567  
     Other payables   34,386     33,808  
     Current portion of long-term borrowings (Note 9)   14,108     14,209  
     Income taxes payable   3,479     2,275  
             Total current liabilities before settlement obligations   89,918     76,859  
                     Settlement obligations (Note 4)   466,599     752,476  
                             Total current liabilities   556,517     829,335  
DEFERRED INCOME TAXES   18,261     18,727  
LONG-TERM BORROWINGS (Note 9)   57,452     66,632  
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)   20,131     21,659  
     TOTAL LIABILITIES   652,361     936,353  
COMMITMENTS AND CONTINGENCIES (Note 17)            
EQUITY    
     COMMON STOCK (Note 10)            
                 Authorized: 200,000,000 with $0.001 par value;            
                 Issued and outstanding shares, net of treasury - December: 45,773,342; 
                 June: 45,592,550


59



59

     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   164,060     160,670  
     TREASURY SHARES, AT COST: December: 13,455,090; June: 13,455,090   (175,823 )   (175,823 )
     ACCUMULATED OTHER COMPREHENSIVE LOSS   (96,103 )   (100,858 )
     RETAINED EARNINGS   476,963     452,618  
             TOTAL NET1 EQUITY   369,156     336,666  
             NON-CONTROLLING INTEREST   27     3,303  
                     TOTAL EQUITY   369,183     339,969  
                             TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $  1,021,544   $  1,276,322  

(A) – Derived from audited financial statements

See Notes to Unaudited Condensed Consolidated Financial Statements

2


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

    Three months ended     Six months ended  
    December 31,     December 31,  
    2013     2012     2013     2012  
    (In thousands, except per share data)     (In thousands, except per share data)  
             
REVENUE $  137,283   $  111,442   $  260,777   $  223,124  
                         
EXPENSE                        
         Cost of goods sold, IT processing, servicing                        
         and support   67,883     47,227     124,442     92,328  
         Selling, general and administration   40,824     48,756     81,330     96,008  
         Depreciation and amortization   9,774     10,487     19,803     20,491  
                         
OPERATING INCOME   18,802     4,972     35,202     14,297  
                         
INTEREST INCOME   3,236     2,589     6,555     5,680  
                         
INTEREST EXPENSE   2,226     2,023     3,978     4,094  
                         
INCOME BEFORE INCOME TAXES   19,812     5,538     37,779     15,883  
                         
INCOME TAX EXPENSE (Note 16)   7,099     2,971     13,584     6,700  
                         
NET INCOME BEFORE EARNINGS FROM
EQUITY-ACCOUNTED INVESTMENTS
 
12,713
   
2,567
   
24,195
   
9,183
 
                         
EARNINGS FROM EQUITY-ACCOUNTED
INVESTMENTS
 
47
   
54
   
150
   
182
 
                         
NET INCOME   12,760     2,621     24,345     9,365  
                         
LESS (ADD) NET INCOME (LOSS)                        
                         
ATTRIBUTABLE TO NON-CONTROLLING
INTEREST
 
11
   
(8
)  
-
   
(8
)
                         
NET INCOME ATTRIBUTABLE TO NET1 $  12,749    $ 2,629   $  24,345    $ 9,373  
                         
Net income per share, in United States dollars
(Note 13)
 
   
   
   
 
         Basic earnings attributable to Net1 
         shareholders
 
$0.28
   
$0.06
   
$0.53
   
$0.21
 
         Diluted earnings attributable to Net1 
         shareholders
 
$0.28
   
$0.06
   
$0.53
   
$0.21
 

See Notes to Unaudited Condensed Consolidated Financial Statements

3


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

    Three months ended     Six months ended  
    December 31,     December 31,  
    2013     2012     2013     2012  
    (In thousands)           (In thousands)  
                         
Net income $  12,760   $ 2,621   $  24,345   $  9,365  
                         
Other comprehensive (loss) income                        
       Net unrealized income (loss) on asset 
       available for sale, net of tax
 
216
   
258
   
(39
)  
258
 
       Movement in foreign currency translation 
       reserve
 
(2,597
)  
5,927
   
4,972
   
10,182
 
                 Total other comprehensive (loss) 
                 income, net of taxes


(2,381

)


6,185



4,933



10,440

                         
Comprehensive income   10,379     8,806     29,278     19,805  
                 (Less) Add comprehensive (income)                        
                 loss attributable to non-controlling interest   (11 )   8     -     8  
                   Comprehensive income attributable to Net1 $  10,368    $ 8,814   $  29,278   $  19,813  

See Notes to Unaudited Condensed Consolidated Financial Statements

4


NET 1 UEPS TECHNOLOGIES, INC.
Consolidated Statement of Changes in Equity (dollar amounts in thousands)

    Net 1 UEPS Technologies, Inc. Shareholder  
                                              Accumulated                    
                Number of           Number of     Additional           other           Non-        
    Number of           Treasury     Treasury     shares, net of     Paid-In     Retained     comprehensive     Total Net1     controlling        
    Shares     Amount     Shares     Shares     treasury     Capital     Earnings     (loss) income     Equity     Interest     Total  
                                                                   
Balance – July 1, 2013   59,047,640   $ 59     (13,455,090 ) $ (175,823 )   45,592,550   $ 160,670   $ 452,618   $ (100,858 ) $ 336,666   $ 3,303   $ 339,969  
                                                                   
Restricted stock granted   187,963                       187,963                       -           -  
                                                                   
Stock-based compensation charge                                 1,904                 1,904           1,904  
                                                                   
Reversal of stock-based compensation charge   (7,171 )               (7,171 )   (6 )           (6 )       (6 )
                                                                   
Income tax benefit from vested stock awards                       6             6         6  
                                                                   
Acquisition of KSNET non-controlling interest (Note 10)                       1,486         (178 )   1,308     (3,276 )   (1,968 )
                                                                   
Net income                                       24,345           24,345     -     24,345  
                                                                   
Other comprehensive income                                             4,933     4,933     -     4,933  
                                                                   
Balance – December 31, 2013   59,228,432   $ 59     (13,455,090 ) $ (175,823 )   45,773,342   $ 164,060   $ 476,963   $ (96,103 ) $ 369,156   $ 27   $ 369,183  

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,  
    2013     2012     2013     2012  
    (In thousands)     (In thousands)  
Cash flows from operating activities                        
Net income $  12,760   $  2,621   $  24,345   $  9,365  
Depreciation and amortization   9,774     10,487     19,803     20,491  
Earnings from equity-accounted investments   (47 )   (54 )   (150 )   (182 )
Fair value adjustments   72     1,000     (61 )   707  
Interest payable   694     1,117     1,666     2,309  
Profit on disposal of property, plant and equipment   (15 )   (86 )   (16 )   (86 )
Stock-based compensation charge   968     1,117     1,898     2,233  
Facility fee amortized   509     76     578     164  
(Increase) Decrease in accounts receivable, pre-                        
funded social welfare grants receivable and finance                        
loans receivable   (37,977 )   (5,061 )   (61,078 )   831  
Increase in inventory   (2,853 )   (6,250 )   (1,842 )   (7,209 )
Decrease in accounts payable and other payables   (4,883 )   (4,939 )   (13,551 )   (6,288 )
(Decrease) increase in taxes payable   (5,559 )   (6,032 )   1,362     (594 )
Decrease in deferred taxes   (691 )   (916 )   (1,878 )   (2,932 )
   Net cash (used in ) provided by operating
   activities
 
(27,248
)  
(6,920
)  
(28,924
)  
18,809
 
Cash flows from investing activities                        
Capital expenditures   (6,845 )   (5,597 )   (12,461 )   (12,050 )
Proceeds from disposal of property, plant and                        
equipment   1,953     251     2,001     356  
Acquisitions, net of cash acquired (Note 2)   -     (230 )   -     (2,143 )
Repayment of loan by equity-accounted investment   -     -     -     3  
Proceeds from maturity of investments related to                        
insurance business   -     -     -     545  
Other investing activities   -     -     (1 )   -  
Net change in settlement assets   204,730     (72,835 )   256,503     (12,056 )
   Net cash provided by (used in) investing
   activities
 
199,838
   
(78,411
)  
246,042
   
(25,345
)
Cash flows from financing activities                        
Long-term borrowings obtained (Note 9)   71,605     -     71,605     -  
Repayment of long-term borrowings (Note 9)   (87,008 )   (7,307 )   (87,008 )   (7,307 )
Payment of facility fee (Note 9)   (872 )   -     (872 )   -  
Proceeds from bank overdraft   24,580     -     24,580     -  
Acquisition of interests in KSNET (Note 10)   (1,968 )   -     (1,968 )   -  
Proceeds from issue of common stock   -     -     -     240  
Net change in settlement obligations   (204,730 )   72,835     (256,503 )   12,056  
   Net cash (used in) provided by financing
   activities
 
(198,393
)  
65,528
   
(250,166
)  
4,989
 
Effect of exchange rate changes on cash   495     375     1,745     540  
Net decrease in cash and cash equivalents   (25,308 )   (19,428 )   (31,303 )   (1,007 )
Cash and cash equivalents – beginning of period   47,670     57,544     53,665     39,123  
Cash and cash equivalents – end of period $  22,362   $  38,116   $  22,362   $  38,116  

See Notes to Unaudited Condensed Consolidated Financial Statements

6



NET 1 UEPS TECHNOLOGIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
for the three and six months ended December 31, 2013 and 2012
(All amounts in tables stated in thousands or thousands of United States Dollars, unless otherwise stated)

1. Basis of Presentation and Summary of Significant Accounting Policies

     Unaudited Interim Financial Information

     The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with US generally accepted accounting principles (“GAAP”) and the rules and regulations of the 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, 2013 and 2012, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

     These financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

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

     The Company has updated its accounting policy for the allowance for doubtful finance loans receivable as a result of the increase in its UEPS-based lending book which is included in finance loans receivable in its unaudited condensed consolidated balance sheet. The Company does not believe that an allowance for doubtful finance loans receivable is required for finance loans receivable as of June 30, 2013, because this was an established book and has been recovered. However, the profile of the loan book has changed due to the expansion of the UEPS-based lending book during the six months ended December 31, 2013, and accordingly an allowance for doubtful finance loans receivable is deemed required by the Company.

     Loan provisions and allowance for doubtful accounts receivable

          UEPS-based lending

     The Company’s policy is to regularly review the ageing of outstanding amounts due from borrowers and adjust the provision based on management’s estimate of the recoverability of finance loans receivable. The Company writes off UEPS-based loans and related service fees if a borrower is in arrears with repayments for more than three months or dies.

     Recent accounting pronouncements adopted

     In February 2013, the FASB issued guidance regarding Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance requires entities to present (either on the face of the statement of operations or in the notes) the effects on the line items of the statement of operations for amounts reclassified out of accumulated other comprehensive income. The guidance is effective for the Company beginning July 1, 2013 and is applied prospectively. The adoption of this guidance did not have a material impact on the Company’s financial statements.

     Recent accounting pronouncements not yet adopted as of December 31, 2013

     In March 2013, the FASB issued guidance regarding Parent’s Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity. This guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The guidance is effective for the Company beginning July 1, 2014. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements on adoption.

2. Pre-funded social welfare grants receivable

     Pre-funded social welfare grants receivable represents amounts pre-funded by the Company to certain merchants participating in the merchant acquiring system. The January 2014 payment service commenced on January 1, 2014, but the Company pre-funded certain merchants participating in the merchant acquiring system during the last two days of December 2013.

7


3. Inventory

     The Company’s inventory comprised the following categories as of December 31, 2013 and June 30, 2013.

    December 31,     June 30,  
    2013     2013  
Finished goods $ 13,537   $  12,222  
  $ 13,537   $ 12,222  

4. Settlement assets and settlement obligations

     Settlement assets comprise (1) cash received from the South African government that the Company holds pending disbursement to beneficiaries of social welfare grants, (2) cash received from health care plans which the Company disburses to health care service providers once it adjudicates claims 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 beneficiaries of social welfare grants, (2) amounts which are due to health care service providers after claims have been adjudicated and reconciled, provided that the Company shall have previously received such funds from health care plan 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. Fair value of financial instruments and equity-accounted investments

     Fair value of financial instruments

          Risk management

     The Company seeks to reduce 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 uses financial instruments in order to economically hedge its exposure to exchange rate and interest rate fluctuations arising from its operations. The Company is also exposed to equity price and liquidity risks as well as credit risks.

               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 US 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, on the one hand, and the US dollar and the euro, on the other hand.

     The Company’s outstanding foreign exchange contracts are as follows: As of December 31, 2013

     None.

     As of June 30, 2013

        Fair market  
Notional amount    Strike price value price Maturity
USD 4,000,000 ZAR 9.06 ZAR 10.1397 September 30, 2013

               Translation risk

     Translation risk relates to the risk that the Company’s results of operations will vary significantly as the US dollar is its reporting currency, but it earns most of its revenues and incurs most of its expenses in ZAR. The US dollar to ZAR exchange rate has fluctuated significantly over the past two years. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition.

8


5. Fair value of financial instruments and equity-accounted investments (continued)

     Fair value of financial instruments (continued)

          Risk management (continued)

               Interest rate risk

     As a result of its normal borrowing and leasing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. The Company generally maintains limited investment in cash equivalents and has occasionally invested in marketable securities.

               Credit risk

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

     With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of BBB or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings.

               UEPS-based microlending credit risk

     The Company is exposed to credit risk in its UEPS-based microlending activities, which provides unsecured short-term loans to qualifying customers. The Company manages this risk by performing an affordability test for each prospective customer and assigns a “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, consequently, the amount 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.

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

     In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies 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 are included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments.

     Asset measured at fair value using significant unobservable inputs – investment in Finbond Group Limited (“Finbond”)

     The Company's Level 3 asset represents an investment of 156,788,712 shares of common stock of Finbond, which are exchange-traded equity securities. Finbond’s shares are traded on the JSE Limited (“JSE”) and the Company has designated such shares as available for sale investments. The Company has concluded that the market for Finbond shares is not active and consequently has employed alternative valuation techniques in order to determine the fair value of such stock. Currently, the operations of Finbond relate primarily to the provision of microlending products. Finbond was recently issued a mutual banking licence and intends to offer financial products under this licence. In determining the fair value of Finbond, the Company has considered amongst other things Finbond’s historical financial information (including its most recent public accounts), press releases issued by Finbond and its published net asset value. The Company believes that the best indicator of fair value of Finbond is its published net asset value and has used this value to determine the fair value.

9


5. Fair value of financial instruments and equity-accounted investments (continued)

     Asset measured at fair value using significant unobservable inputs – investment in Finbond Group Limited (“Finbond”) (continued)

     The fair value of these securities as of December 31, 2013, represented approximately 1% of the Company’s total assets, including these securities.

     The following table presents the Company’s assets measured at fair value on a recurring basis as of December 31, 2013, 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  
  Assets                        
    Related to insurance business (included in
  other long-term assets):
 
   
   
   
 
       Cash and cash equivalents $ 1,769   $ -   $ -   $ 1,769  
    Investment in Finbond (available for sale
  assets included in other long-term assets)
 
-
   
-
   
7,721
   
7,721
 
    Other   -     139     -     139  
       Total assets at fair value $ 1,769   $ 139   $ 7,721   $ 9,629  

     The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2013, 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  
  Assets                        
    Related to insurance business (included in
  other long-term assets):
 
   
   
   
 
         Cash and cash equivalents $ 1,833   $ -   $ -   $ 1,833  
    Investment in Finbond (available for sale
  assets included in other long-term assets)
 
-
   
-
   
8,303
   
8,303
 
     Other   -     147     -     147  
         Total assets at fair value $ 1,833   $ 147   $ 8,303   $ 10,283  
                           
  Liabilities                        
     Foreign exchange contracts $ -   $ 436   $ -   $ 436  
         Total liabilities at fair value $ -   $ 436   $ -   $ 436  

     Changes in the Company’s investment in Finbond (Level 3 that are measured at fair value on a recurring basis) were insignificant during the three and six months ended December 31, 2013 and 2012, respectively. There have been no transfers in or out of Level 3 during the three and six months ended December 31, 2013 and 2012, respectively.

          Assets and liabilities measured at fair value on a nonrecurring basis

     The Company measures its assets 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 fair value 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.

10


5. Fair value of financial instruments and equity-accounted investments (continued)

          Assets and liabilities measured at fair value on a nonrecurring basis (continued)

     The fair values of the Company’s assets are determined 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. Goodwill and intangible assets

     Goodwill

     Summarized below is the movement in the carrying value of goodwill for the six months ended December 31, 2013:

            Accumulated     Carrying  
      Gross value     impairment     value  
  Balance as of June 30, 2013 $ 218,558   $ (42,752 ) $ 175,806  
       Foreign currency adjustment (1)   7,383     (2,078 )   5,305  
               Balance as of December 31, 2013 $ 225,941     ($44,830 ) $ 181,111  

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

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

      As of     As of  
      December 31,     June 30,  
      2013     2013  
  SA transaction-based activities $ 28,749   $ 30,525  
  International transaction-based activities   122,538     113,972  
  Smart card accounts   -     -  
  Financial services   -     -  
  Hardware, software and related technology sales   29,824     31,309  
     Total $ 181,111   $ 175,806  

Intangible assets

          Carrying value and amortization of intangible assets

     Summarized below is the carrying value and accumulated amortization of the intangible assets as of December 31, 2013 and June 30, 2013:

      As of December 31, 2013     As of June 30, 2013        
      Gross           Net     Gross           Net  
      carrying     Accumulated      carrying     carrying     Accumulated     carrying  
      value     amortization     value     value     amortization     value  
  Finite-lived intangible assets:                                    
       Customer relationships $ 95,000   $ (35,332 ) $ 59,668   $ 90,469   $ (29,818 ) $ 60,651  
       Software and unpatented technology   36,116     (25,531 )   10,585     34,951     (22,151 )   12,800  
       FTS patent   3,648     (3,648 )   -     3,873     (3,873 )   -  
       Exclusive licenses   4,506     (4,506 )   -     4,506     (4,506 )   -  
       Trademarks   6,721     (3,100 )   3,621     6,611     (2,805 )   3,806  
       Customer database   579     (579 )   -     614     (614 )   -  
       Total finite-lived intangible assets $ 146,570   $ (72,696 ) $ 73,874   $ 141,024   $ (63,767 ) $ 77,257  

     Aggregate amortization expense on the finite-lived intangible assets for the three and six months ended December 31, 2013, was approximately $4.1 million and $7.8 million, respectively (three and six months ended December 31, 2012, was approximately $4.9 million and $9.6 million, respectively).

11


6. Goodwill and intangible assets (continued) Intangible assets (continued)

     Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates prevailing on December 31, 2013, 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.

2014 $ 15,793  
2015   15,742  
2016   11,361  
2017   9,023  
2018   9,023  
Thereafter $ 20,823  

7. Reinsurance assets and policy holder liabilities under insurance and investment contracts

     Reinsurance assets and policy holder liabilities under insurance contracts

     Summarized below is the movement in reinsurance assets and policy holder liabilities under insurance contracts during the six months ended December 31, 2013:

      Reinsurance     Insurance  
      assets (1)   contracts (2)
  Balance as of June 30, 2013 $ 19,557   $ (19,711 )
       Foreign currency adjustment (3)   (1,138 )   1,147  
           Balance as of December 31, 2013 $ 18,419   $ (18,564 )

  (1)

Included in other long-term assets.

  (2)

Included in other long-term liabilities.

  (3)

The foreign currency adjustment represents the effects of the fluctuations between the ZAR against the US dollar.

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

     The value of insurance contract liabilities is based on best estimates assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimates assumptions plus prescribed margins includes assumptions related to future mortality and morbidity (an appropriate base table of standard mortality is chosen depending on the type of contract and class of business), withdrawals (based on recent withdrawal investigations and expected future trends), investment returns (based on government treasury rates adjusted by an applicable margin), expense inflation (based on a 10 year real return on CPI-linked government bonds from the risk-free rate and adding an allowance for salary inflation and book shrinkage of 1% per annum) and claim reporting delays (based on average industry experience).

     Assets and policy holder liabilities under investment contracts

     Summarized below is the movement in assets and policy holder liabilities under investment contracts during the six months ended December 31, 2013:

            Investment  
      Assets (1)   contracts (2)
  Balance as of June 30, 2013 $ 953   $ (953 )
       Foreign currency adjustment (3)   (56 )   56  
           Balance as of December 31, 2013 $ 897   $ (897 )

  (1)

Included in other long-term assets.

  (2)

Included in other long-term liabilities.

  (3)

The foreign currency adjustment represents the effects of the fluctuations between the ZAR against the US dollar.

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

12


8. Short-term credit facility

     During December 2013, the Company increased its short-term South African credit facility with Nedbank Limited to ZAR 650 million ($61.9 million, translated at exchange rates applicable as of December 31, 2013) through March 31, 2014. The short-term facility comprises an overdraft facility of up to ZAR 500 million and indirect and derivative facilities of up to ZAR 150 million, which include letters of guarantee, letters of credit and forward exchange contracts. The overdraft facility of ZAR 500 million will revert to ZAR 250 million on March 31, 2014. As of December 31, 2013, the interest rate on the overdraft facility was 7.35% . The Company has ceded its investment in Cash Paymaster Services Proprietary Limited (“CPS”), a wholly owned 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 the Company’s ability to dispose of or encumber its assets, incur additional indebtedness or engage in certain business combinations. As of December 31, 2013, the Company had utilized ZAR 254.8 million ($24.3 million, translated at exchange rates applicable as of December 31, 2013) of the overdraft facility and ZAR 132.0 million ($12.6 million, translated at exchange rates applicable as of December 31, 2013) of this facility 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 17). As of June 30, 2013, the Company had utilized none of this facility.

9. Long-term borrowings

     In October 2013, the Company refinanced its existing long-term Korean credit facility and signed a new five-year senior secured facilities agreement (the “Facilities Agreement”) with a consortium of Korean banks. The Facilities Agreement provides for three separate facilities to the Company’s wholly owned subsidiary, Net1 Applied Technologies Korea (“Net1 Korea”): a Facility A loan of up to KRW 60.0 billion ($56.4 million), a Facility B loan of up to KRW 15 billion ($14.1 million) and a Facility C revolving credit facility of up to KRW 10.0 billion ($9.4 million) (all facilities denominated in KRW and translated at exchange rates applicable as of December 31, 2013).

     The Facility A and B loans were fully drawn on October 29, 2013, and used to repay KRW 75.0 billion ($70.6 million) of the KRW 92.4 billion ($87.0 million) loan outstanding under the existing facility. The remaining outstanding KRW 17.4 billion ($16.4 million) balance of that facility was paid from cash on hand on October 29, 2013. In addition, the Company drew KRW 1.1 billion ($1.0 million) of the revolving credit facility on October 29, 2013, to pay fees and expenses related to the Facilities Agreement.

     Interest on the loans and revolving credit facility is payable quarterly and is based on the Korean CD rate in effect from time to time plus a margin of 3.10% for the Facility A loan and Facility C revolving credit facility; and a margin of 2.90% for the Facility B loan. The CD rate was 2.66% on December 31, 2013 and therefore the interest rate in effect as of December 31, 2013, for the Facility A loan and Facility C revolving credit facility was 5.76% and for the Facility B loan was 5.56%, respectively. The Company paid facilities fees of approximately KRW 0.9 billion on October 29, 2013 and amortized approximately $0.1 million during the three and six months ended December 31, 2013. A commitment fee of 0.3% is payable on any un-drawn and un-cancelled amount of the revolving credit facility. Total interest expense related to the new and refinanced facilities during the three and six months ended December 31, 2013 and 2012, was $1.8 million and $1.8 million; and $3.6 million and $3.6 million, respectively.

     The Facility A loan is repayable in three scheduled annual installments of KRW 10 billion each beginning 30 months after initial drawdown and one final installment of KRW 30 billion on the maturity date, namely October 29, 2018. The Facility B loan is repayable in full on October 29, 2014. The Facility C revolving credit facility is repayable in full on the maturity date. Prepayment of the revolving credit facility may be withdrawn at any time up to three and six months before the maturity date.

     The loans under the Facilities Agreement are secured by a pledge by Net1 Korea of its entire equity interest in KSNET and a pledge by the immediate parent of Net1 Korea (also one of the Company’s subsidiaries) of its entire equity interest in Net1 Korea. The Facilities Agreement contains customary covenants that require Net1 Korea to maintain agreed leverage and debt service coverage ratios and restricts Net1 Korea’s ability to make certain distributions with respect to its capital stock, prepay other debt, encumber its assets, incur additional indebtedness, or engage in certain business combinations. The loans under the Facilities Agreement are without recourse to, and the covenants and other agreements contained therein do not apply to, the Company or any of the Company’s subsidiaries (other than Net1 Korea).

     The Company’s refinanced KRW 92.4 billion Korean senior secured loan facility is described in Note 13 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2013. The Company has expensed the remaining prepaid facility fees related to the refinanced facility of approximately $0.4 million during the three and six months ended December 31, 2013. The third scheduled repayment related to this refinanced facility of $7.3 million was paid on October 29, 2012.

13


10. Capital structure

     The following table presents reconciliation between the number of shares, net of treasury, presented in the consolidated statement of changes in equity during the six months ended December 31, 2013 and 2012, 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, 2013 and 2012, respectively:

    Six months ended  
    December 31,  
    2013     2012  
    ‘000     ‘000  
Number of shares, net of treasury:            
     Statement of changes in equity   45,773,342     45,600,471  
    Less: Non-vested equity shares that have
    not vested
 
(569,111
)  
(644,750
)
             Number of shares, net of treasury
             excluding non-vested equity shares
             that have not vested
  45,204,231     44,955,721  

December 2013 Black Economic Empowerment transactions

     On December 10, 2013, the Company entered into definitive agreements relating to two Black Economic Empowerment (“BEE”) transactions. Pursuant to the Relationship Agreements dated December 10, 2013 between the Company and its BEE partners, the Company will sell an aggregate of 4,400,000 shares of its common stock (“BEE shares”) for a purchase price of ZAR 60.00 per share. Closing of these BEE transactions is subject to the satisfaction of certain conditions contained in the Relationship Agreements, including receipt of any required regulatory approvals (including approval of the South African Reserve Bank) and the finalization of ancillary agreements. Closing of one transaction is not contingent on the closing of the other transaction. As of December 31, 2013, the transactions had not been implemented because the agreed conditions had not been satisfied. As of January 31, 2014, the closing conditions had not yet been met and therefore the parties extended the date to satisfy all closing conditions to March 15, 2014.

     The ZAR 60.00 per share purchase price for the BEE shares, which will be contractually restricted as to resale as described below, will be paid in ZAR and represents 75% of the closing price of the Company’s common stock on the JSE on December 6, 2013, the date the Company completed final negotiation of the terms of these BEE transactions.

     The Relationship Agreements provide that the entire purchase price for the BEE shares will be financed through a five-year loan to be extended to each of the BEE partners by a South African subsidiary of the Company. The obligations of the BEE partners under the loans are several, and not joint. Each of the BEE partners will grant the lender a security interest in all the BEE shares being purchased by such BEE partner to secure the repayment of its loan. The principal amount of the loans being made by the subsidiary will be contributed by Net1 to the equity capital of the subsidiary. As a result of the making of the loans, the net cash position of the Company after the sale of the BEE shares will remain unchanged.

     The loans will bear interest at a rate equal to the Johannesburg Interbank Rate (550 basis points as of December 31, 2013) plus 300 basis points. Interest on the loans is payable semi-annually in arrears on January 1 and July 1 of each year. 10% of the outstanding principal amount of the loans will be payable on each of the first and second anniversaries of the date of issuance of the BEE shares, 15% of the outstanding principal amount of the loans will be payable on each of the third and fourth anniversaries of the date of issuance of the BEE shares and the remaining outstanding principal amount of the loans will be payable on the fifth anniversary of the date of issuance of the BEE shares. Further, the entire outstanding principal amount of the loans will be payable if the price of the Company’s common stock on the JSE equals or exceeds ZAR 120.00 per share at any time during term of the loans. Upon the occurrence of certain “trigger events” with respect to a BEE partner, the BEE shares held by that BEE partner may be repurchased by the Company or one of its designees. These trigger events include the following:

14


10. Capital structure (continued)

     December 2013 Black Economic Empowerment transactions (continued)

     If the trigger event involves a failure by a BEE partner to pay any amount due on its loan, then the repurchase price is the volume-weighted average price of the Company’s common stock on the Nasdaq for the period of 30 trading days prior to the trigger event, or 30-day VWAP. In the case of other trigger events, the repurchase price is the lower of the 30-day VWAP or ZAR 60.00 per share.

     The BEE shares will be contractually restricted as to resale for a period of five years from the date of issuance, with the exception of periodic sales which may be made to fund the repayment of principal and interest on the loans. In addition, the Company may call the BEE shares then owned by the BEE partners, either in exchange for a minority interest in CPS or for a cash payment equal to the 30-day VWAP. Further, after the fifth anniversary of the date of issuance of the BEE shares, the Company will have a right of first refusal on the shares owned by the BEE partners.

     The loans to the BEE partners do not provide that they are recourse only to the BEE shares. Nevertheless, the Company expects that the sole source of repayment of the loans will be proceeds from the sale of its shares by the BEE partners from time to time, in open market or in privately negotiated transactions.

          Acquisition of KSNET non-controlling interests

     The Company acquired substantially all of the issued share capital of KSNET, Inc. that it did not previously own for approximately $2.0 million in cash. After the acquisition of the additional shares, the Company now owns almost 100% of KSNET and intends to purchase the remaining shares it does not yet own. The Company believes that it will realize certain Korean tax efficiencies in the future if it is able to acquire the remaining KSNET shares that it does not own. The transaction was accounted for as an equity transaction with a non-controlling interest and accordingly, no gain or loss was recognized in the Company’s consolidated statement of operations. The carrying amount of the non-controlling interest was adjusted to reflect the change in ownership interest in KSNET. The difference between the fair value of the consideration paid and the amount by which the non-controlling interest was adjusted, of $1.5 million, was recognized in equity attributable to Net1.

11. Accumulated other comprehensive (loss) income

     The table below presents the change in accumulated other comprehensive (loss) income per component during the six months ended December 31, 2013:

      Six months ended  
      December 31, 2013  
            Net        
            unrealized        
            income        
            (loss) on        
      Foreign     asset        
      currency     available        
      translation     for sale, net        
      reserve     of tax     Total  
      ‘000     ‘000     ‘000  
  Balance as of June 30, 2013 $ (101,188 ) $ 330   $ (100,858 )
       Movement in foreign currency translation reserve   4,794     -     4,794  
       Unrealized loss on asset available for sale, net of tax of $15   -     (39 )   (39 )
               Balance as of December 31, 2013 $ (96,394 ) $ 291   $ (96,103 )

     There were no reclassification from accumulated other comprehensive loss to comprehensive (loss) income during the six months ended December 31, 2013 or 2012, respectively.

15


12. Stock-based compensation

     Stock option and restricted stock activity

          Options

     The following table summarizes stock option activity for the three and six months ended December 31, 2013 and 2012:

                  Weighted           Weighted  
            Weighted     Average           Average  
            average     Remaining     Aggregate     Grant  
            exercise     Contractual     Intrinsic     Date Fair  
      Number of     price     Term     Value     Value  
      shares     ($)     (in years)     ($’000)   ($)  
                                 
  Outstanding – June 30, 2013   2,648,583     15.15     5.98     313        
  Granted under Plan: August 2013   224,896     7.35     10.00     568     2.53  
  Outstanding – December 31, 2013   2,873,479     14.54     5.79     1,037      
                                 
  Outstanding – June 30, 2012   2,247,583     16.28     6.43     602        
  Granted under Plan: August 2012   431,000     8.75     10.00     1,249     2.90  
   Exercised   (30,000 )   7.98           24        
  Outstanding – December 31, 2012   2,648,583     15.15     6.74     978      

     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 250 day volatility. The estimated expected life of the option was determined based historical behavior of employees who were granted options with similar terms. The Company has estimated no forfeitures for options awarded in August 2013 and 2012, respectively. The table below presents the range of assumptions used to value options granted during the three and six months ended December 31, 2013 and 2012:

      Three and six months ended  
      December 31,  
      2013     2012  
  Expected volatility   50%     49%  
  Expected dividends   0%     0%  
  Expected life (in years)   3     3  
  Risk-free rate   0.9%     0.3%  

     The following table presents stock options vesting and expecting to vest as of December 31, 2013:

                  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, 2013


2,873,479



14.54



5.79



1,037

     These options have an exercise price range of $6.59 to $24.46.

16


12. Stock-based compensation (continued)

     Stock option and restricted stock activity (continued)

          Options (continued)

                  Weighted        
                  Average        
            Weighted     Remaining     Aggregate  
            average     Contractual     Intrinsic  
      Number of     exercise     Term     Value  
      shares     price ($)     (in years)     ($’000)
  Exercisable   2,144,917     16.51     4.97     566  

     During each of the three months ended December 31, 2013 and 2012, respectively, 159,666 stock options became exercisable. During the six months ended December 31, 2013 and 2012, respectively, 358,333 and 244,666 stock options became exercisable. Included in the 244,666 stock options are 30,000 stock options with respect to which the Remuneration Committee of the Board agreed to accelerate vesting, in August 2012, prior to the resignation of a non-employee director. During the six months ended December 31, 2012, the Company received approximately $0.2 million from 30,000 stock options exercised by the non-employee director that resigned. No stock options were exercised during the three and six months ended December 31, 2013 or during the three months ended December 31, 2012. The Company issues new shares to satisfy stock option exercises.

          Restricted stock

     The following table summarizes restricted stock activity for the three and six months ended December 31, 2013 and 2012:

            Weighted  
      Number of     Average  
      Shares of     Grant Date  
      Restricted     Fair Value  
      Stock     ($’000)
  Non-vested – June 30, 2013   405,226     4,393  
   Granted – August 2013   187,963     1,382  
   Vested – August 2013   (16,907 )   161  
   Forfeitures – October 2013   (7,171 )   161  
       Non-vested – December 31, 2013   569,111     5,572  
               
  Non-vested – June 30, 2012   646,617     7,061  
   Granted – August 2012   21,569     189  
   Vested – August 2012   (23,436 )   216  
       Non-vested – December 31, 2012   644,750     7,021  

     No restricted stock vested during the three months ended December 31, 2013 and 2012, respectively. The fair value of restricted stock vesting during the six months ended December 31, 2013 and 2012, respectively, was $0.2 million and $0.2 million. A non-employee director resigned during the three months ended December 31, 2013, and forfeited 7,171 shares of restricted stock. Included in the 23,436 shares of restricted stock that vested in August 2012 are 8,547 shares with respect to which the Remuneration Committee of the Board agreed to accelerate vesting prior to the resignation of a non-employee director.

     The fair value of restricted stock is based on the closing price of the Company’s stock quoted on The Nasdaq Global Select Market on the date of grant.

17


12. Stock-based compensation (continued)

     Stock-based compensation charge and unrecognized compensation cost

     The Company has recorded a stock compensation charge of $1.0 million and $1.1 million for the three months ended December 31, 2013 and 2012, 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, 2013                  
    Stock-based compensation charge $ 974     -   $ 974  
    Reversal of stock compensation charge related to
  restricted stock forfeited
 
(6
)  
-
   
(6
)
             Total – three months ended December 31, 2013 . $ 968   $ -   $ 968  
                     
  Three months ended December 31, 2012                  
    Stock-based compensation charge $ 1,117   $ -   $ 1,117  
             Total – three months ended December 31, 2012 . $ 1,117   $ -   $ 1,117  

     The Company has recorded a stock compensation charge of $1.9 million and $2.2 million for the six months ended December 31, 2013 and 2012, 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, 2013                  
    Stock-based compensation charge $ 1,904   $ -   $ 1,904  
    Reversal of stock compensation charge related to
  restricted stock forfeited
 
(6
)  
-
   
(6
)
             Total – six months ended December 31, 2013 $ 1,898   $ -   $ 1,898  
                     
  Six months ended December 31, 2012                  
   Stock-based compensation charge $ 2,233   $ -   $ 2,233  
             Total – six months ended December 31, 2012 $ 2,233   $ -   $ 2,233  

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

     As of December 31, 2013, the total unrecognized compensation cost related to stock options was approximately $1.3 million, which the Company expects to recognize over approximately three years. As of December 31, 2013, the total unrecognized compensation cost related to restricted stock awards was approximately $3.6 million, which the Company expects to recognize over approximately two years.

     As of each of December 31, 2013 and June 30, 2013, respectively, the Company has recorded a deferred tax asset of approximately $1.4 million related to the stock-based compensation charge recognized related to employees and directors of Net1 as it is able to deduct the grant date fair value for taxation purposes in the United States.

13. Earnings per share

     Basic earnings per share include shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic earnings per share have been calculated using the two-class method and basic earnings per share for the three and six months ended December 31, 2013 and 2012, reflects only undistributed earnings. The computation below of basic earnings per share excludes the net income attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator.

18


13. Earnings per share (continued)

     Diluted earnings per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted earnings per share utilizing the treasury stock method and are not considered to be participating securities as the stock options do not contain non-forfeitable dividend rights. The calculation of diluted earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees in February 2012 and August 2013 as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions are discussed in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2013.

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

      Three months ended     Six months ended  
      December 31,     December 31,  
      2013     2012     2013     2012  
      (in thousands except percent     (in thousands except percent  
      and     and  
      per share data)     per share data)  
  Numerator:                        
       Net income attributable to Net1 $ 12,749   $ 2,629   $ 24,345   $ 9,373  
       Undistributed earnings   12,749     2,629     24,345     9,373  
       Percent allocated to common shareholders
     (Calculation 1)
  99%     99%     99%     99%  
       Numerator for earnings per share: basic and
     diluted
$ 12,594   $ 2,597   $ 24,075   $ 9,256  
                           
  Denominator:                        
       Denominator for basic earnings per share:                        
       weighted-average common shares 
     outstanding
 
45,221
   
44,989
   
45,218
   
44,981
 
       Effect of dilutive securities:                        
               Performance shares related to
             acquisition
 
-
   
-
   
-
   
-
 
               Stock options   156     26     113     37  
                      Denominator for diluted earnings per 
                    share: adjusted weighted average 
                    common shares outstanding and 
                    assumed conversion
 


45,377
   


45,015
   


45,331
   


45,018
 
                           
  Earnings per share:                        
       Basic $ 0.28   $ 0.06   $ 0.53   $ 0.21  
       Diluted $ 0.28   $ 0.06   $ 0.53   $ 0.21  
                           
  (Calculation 1)                        
       Basic weighted-average common shares 
     outstanding (A)
 
45,221
   
44,989
   
45,218
   
44,981
 
       Basic weighted-average common shares 
     outstanding and unvested restricted shares 
     expected to vest (B)
 

45,776
   

45,550
   

45,725
   

45,550
 
       Percent allocated to common shareholders 
     (A) / (B)
 
99%
   
99%
   
99%
   
99%
 

     Options to purchase 1,530,863 shares of the Company’s common stock at prices ranging from $13.14 to $24.46 per share were outstanding during the three and six months ended December 31, 2013, but were not included in the computation of diluted earnings per share because the options’ exercise price were greater than the average market price of the Company’s common shares. The options, which expire at various dates through August 21, 2023, were still outstanding as of December 31, 2013.

19


14. Supplemental cash flow information

     The following table presents the supplemental cash flow disclosures for the three and six months ended December 31, 2013 and 2012:

    Three months ended     Six months ended  
    December 31,     December 31,  
    2013     2012     2013     2012  
Cash received from interest $ 3,223   $ 2,584   $ 6,464   $ 5,709  
Cash paid for interest $ 2,027   $ 2,053   $ 3,666   $ 4,053  
Cash paid for income taxes $ 14,029   $ 10,137   $ 14,527   $ 10,479  

15. Operating segments

     The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets or reports material revenues. A description of the Company’s operating segments is contained in Note 22 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2013.

     The following tables summarize segment information which is prepared in accordance with GAAP:

      Three months ended     Six months ended  
      December 31,     December 31,  
      2013     2012     2013     2012  
                           
  Revenues from external customers                        
       SA transaction-based activities $ 72,237   $ 60,764   $ 135,269   $ 122,128  
       International transaction-based activities   37,288     33,113     74,105     64,762  
       Smart card accounts   11,237     8,219     22,566     16,583  
       Financial services   6,199     1,448     8,626     2,832  
       Hardware, software and related technology sales   10,322     7,898     20,211     16,819  
               Total   137,283     111,442     260,777     223,124  
  Inter-company revenues                        
       SA transaction-based activities   2,957     3,885     5,232     7,868  
       International transaction-based activities   -     -     -     -  
       Smart card accounts   -     -     -     -  
       Financial services   273     401     525     787  
       Hardware, software and related technology sales   349     379     519     587  
               Total   3,579     4,665     6,276     9,242  
  Operating income (loss)                        
       SA transaction-based activities   13,398     1,933     26,680     8,333  
       International transaction-based activities   1,365     202     3,416     31  
       Smart card accounts   3,203     2,342     6,431     4,727  
       Financial services   1,727     1,048     1,783     2,145  
       Hardware, software and related technology sales   1,592     795     4,540     2,779  
           Subtotal: Operating segments   21,285     6,320     42,850     18,015  
               Corporate/Eliminations   (2,483 )   (1,348 )   (7,648 )   (3,718 )
                    Total   18,802     4,972     35,202     14,297  
  Interest income                        
       SA transaction-based activities   -     -     -     -  
       International transaction-based activities   -     -     -     -  
       Smart card accounts   -     -     -     -  
       Financial services   -     -     -     -  
       Hardware, software and related technology sales   -     -     -     -  
           Subtotal: Operating segments   -     -     -     -  
               Corporate/Eliminations   3,236     2,589     6,555     5,680  
                    Total $ 3,236   $ 2,589   $ 6,555   $ 5,680  

20


15. Operating segments (continued)

      Three months ended     Six months ended  
      December 31,     December 31,  
      2013     2012     2013     2012  
                           
  Interest expense                        
     SA transaction-based activities $ 20   $ 202   $ 43   $ 345  
     International transaction-based activities   -     -     44     -  
     Smart card accounts   -     -     -     -  
     Financial services   338     -     389     -  
     Hardware, software and related technology sales   198     56     359     126  
         Subtotal: Operating segments   556     258     835     471  
             Corporate/Eliminations   1,670     1,765     3,143     3,623  
                     Total   2,226     2,023     3,978     4,094  
  Depreciation and amortization                        
     SA transaction-based activities   2,485     3,289     4,932     6,430  
     International transaction-based activities   7,064     7,025     14,470     13,704  
     Smart card accounts   -     -     -     -  
     Financial services   116     97     233     184  
     Hardware, software and related technology sales   109     76     168     173  
         Subtotal: Operating segments   9,774     10,487     19,803     20,491  
             Corporate/Eliminations   -     -     -     -  
                     Total   9,774     10,487     19,803     20,491  
  Income taxation expense (benefit)                        
     SA transaction-based activities   3,746     483     7,458     2,236  
     International transaction-based activities   487     (147 )   644     (580 )
     Smart card accounts   896     655     1,799     1,323  
     Financial services   393     298     403     610  
     Hardware, software and related technology sales   309     192     1,002     630  
         Subtotal: Operating segments   5,831     1,481     11,306     4,219  
             Corporate/Eliminations   1,268     1,490     2,278     2,481  
                     Total   7,099     2,971     13,584     6,700  
  Net income (loss)                        
     SA transaction-based activities   9,632     1,247     19,179     5,751  
     International transaction-based activities   1,049     492     2,986     835  
     Smart card accounts   2,307     1,686     4,631     3,402  
     Financial services   1,011     769     1,038     1,570  
     Hardware, software and related technology sales   1,088     552     3,183     2,029  
         Subtotal: Operating segments   15,087     4,746     31,017     13,587  
             Corporate/Eliminations   (2,338 )   (2,117 )   (6,672 )   (4,214 )
                     Total   12,749     2,629     24,345     9,373  
  Expenditures for long-lived assets                        
     SA transaction-based activities   1,743     1,375     2,299     4,969  
     International transaction-based activities   4,682     4,067     9,513     6,770  
     Smart card accounts   -     -     -     -  
     Financial services   (14 )   127     186     272  
     Hardware, software and related technology sales   434     28     463     39  
         Subtotal: Operating segments   6,845     5,597     12,461     12,050  
             Corporate/Eliminations   -     -     -     -  
                     Total $ 6,845   $ 5,597   $ 12,461   $ 12,050  

     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.

21


16. 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, 2013, the tax charge was calculated using the expected effective tax rate for the year. The Company’s effective tax rate for the three and six months ended December 31, 2013, was 35.8% and 35.9%, respectively, and was higher than the South African statutory rate primarily as a result of non-deductible expenses (including interest expense related to the Company’s long-term Korean borrowings and stock-based compensation charges). The Company’s effective tax rate for the three and six months ended December 31, 2012, was 53.6% and 42.2%, respectively, and was higher than the South African statutory rate primarily as a result of non-deductible expenses (including interest expense related to the Company’s long-term Korean borrowings and stock-based compensation charges) and South African dividend withholding taxes.

     Uncertain tax positions

     There were no changes during the three and six months ended December 31, 2013. As of December 31, 2013, the Company had accrued interest related to uncertain tax positions of approximately $0.2 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.

     The Company files income tax returns mainly in South Africa, Korea, Austria, Botswana, the Russian Federation and in the US federal jurisdiction. As of December 31, 2013, the Company is no longer subject to any new income tax examination by the South African Revenue Service for years before June 30, 2009. In 2011, the Korea National Tax Service had completed the examination of the Company’s returns in Korea related to years 2006 through 2010. The Company is subject to income tax in other jurisdictions outside South Africa and Korea, none of which are individually material to its financial position, cash flows, or results of operations.

17. Commitments and contingencies

     Guarantees

     The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by a South African bank. The Company is required to procure these guarantees for these third parties to operate its business.

     Nedbank has issued guarantees to these third parties amounting to ZAR 132.0 million ($12.6 million, translated at exchange rates applicable as of December 31, 2013) and thereby utilizing part of the Company’s short-term facility. The Company in turn has provided nonrecourse, unsecured counter-guarantees to Nedbank for the same amount. The Company pays commission of between 0.2% per annum to 2.0% per annum of the face value of these guarantees and does not recover any of the commission from third parties.

     The Company has not recognized any obligation related to these counter-guarantees in its unaudited condensed consolidated balance sheet as of December 31, 2013. The maximum potential amount that the Company could pay under these guarantees is ZAR 132.0 million ($12.6 million, translated at exchange rates applicable as of December 31, 2013). The guarantees have reduced the amount available for borrowings under the Company’s short-term credit facility described in note 8.

     Contingencies

          Securities Litigation

     On December 24, 2013, Net1, its chief executive officer and its chief financial officer were named as defendants in a purported class action lawsuit filed in the United States District Court for the Southern District of New York alleging violations of the federal securities laws.

22


17. Commitments and contingencies (continued)

     Contingencies (continued)

          Securities Litigation (continued)

     The lawsuit alleges that Net1 made materially false and misleading statements regarding its business and compliance policies in its SEC filings and other public disclosures. The lawsuit was brought on behalf of a purported shareholder of Net1 and all other similarly situated shareholders who purchased its securities between August 27, 2009 and November 27, 2013. The lawsuit seeks unspecified damages. The Company believes this lawsuit has no merit and intends to defend it vigorously.

     The Company is subject to a variety of insignificant claims and suits that arise from time to time in the ordinary course of business.

     Management currently believes that the resolution of these matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations and cash flows.

23


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

     The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2013, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q.

Forward-looking statements

     Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such factors include, among other things, those listed under Item 1A.—“Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2013 and Item 1A—“Risk Factors” and elsewhere in this Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.

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

     You should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and which we have filed with the 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

     AllPay Challenge to Tender Award

     On November 29, 2013, the South African Constitutional Court ruled that the tender process followed by SASSA in awarding a five-year social welfare grants distribution contract to us was constitutionally invalid. However, the Constitutional Court suspended its declaration of invalidity pending determination of a just and equitable remedy. The grant of a just and equitable remedy was reserved pending a further hearing, which has been set for February 11, 2014. As ordered by the Constitutional Court, the parties have submitted additional information on affidavit. See Part II, Item 1—“Legal Proceedings.”

     December 2013 Black Economic Empowerment, or BEE, transactions

     On December 10, 2013, we entered into definitive agreements relating to two BEE transactions. Refer to note 10 to our unaudited condensed consolidated financial statements for a full description of the BEE transactions.

     Growth in mobile value-added services

     Our Net1 Mobile Solutions business unit introduced a new suite of mobile value-added services, commencing with a prepaid airtime product called Umoya Manje during the first quarter of fiscal 2014. We continued to see adoption of this product increase in the second quarter of fiscal 2014. This product allows our customers in South Africa to electronically purchase prepaid airtime without having to visit a physical prepaid airtime vendor.

     Traditional prepaid airtime procurement is usually time consuming for the customer and results in them having to pay additional costs. Our product allows our customers, many of whom do not have their own means of transport or ready access to transport, to purchase prepaid airtime without having to travel. We also believe that our product is substantially cheaper than traditional prepaid airtime channels, which often require customers to pay a substantial premium to obtain airtime. At December 31, 2013, we had over 2.4 million registered users, effecting more than one million transactions per day during peak periods. In December 2013, Net1 Mobile Solutions launched other mobile value-added services, including prepaid electricity, and expects the adoption rates of these products to be similar to its prepaid airtime offering. We believe that these new products are also cheaper than existing offerings and will make a meaningful difference in the lives of users of these new products.

24


     Expansion of financial service offering

     During the second quarter of fiscal 2014, our Financial Services business unit continued the national rollout of our financial services offering in the six provinces in which we did not offer our product during fiscal 2013.

     Acquisition of KSNET non-controlling interests

     We acquired substantially all of the issued share capital of KSNET that we did not previously own for approximately $2.0 million in cash. Refer to note 10 to our unaudited condensed consolidated financial statements for a full description of the acquisition of KSNET non-controlling interests.

Critical Accounting Policies

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

     Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially may result in materially different results under different assumptions and conditions. Management has 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, 2013:

     During the first half of 2014, we created an allowance for doubtful finance loans receivable related to our financial services segment as a result of UEPS-based loans provided to our customers. Our policy is to regularly review the ageing of outstanding amounts due from borrowers and adjust the provision based on management’s estimate of the recoverability of finance loans receivable. We write off UEPS-based loans and related service fees if a borrower is in arrears with repayments for more than three months or dies.

     This is a new allowance and management considered factors including the period of the UEPS-loan outstanding, creditworthiness of the customers and the past payment history and trends of its established UEPS-based lending book. We consider this policy to be appropriate taking into account factors such as historical bad debts, current economic trends and changes in our customer payment patterns. Additional allowances may be required should the ability of our customers to make payments when due deteriorate in the future. A significant amount of judgment is required to assess the ultimate recoverability of these finance loan receivables, including on-going evaluation of the creditworthiness of each customer.

     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 condensed consolidated financial statements.

     Recent accounting pronouncements not yet adopted as of December 31, 2013

     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, 2013, including the expected dates of adoption and effects on our financial condition, results of operations and cash flows.

25


Currency Exchange Rate Information

     Actual exchange rates

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

Table 1   Three months ended     Six months ended     Year ended  
    December 31,     December 31,     June 30,  
    2013     2012     2013     2012     2013  
ZAR : $ average exchange rate   10.1603     8.7029     10.0809     8.4836     8.8462  
Highest ZAR : $ rate during period   10.5730     9.0047     10.5730     9.0047     10.3587  
Lowest ZAR : $ rate during period   9.7143     8.1933     9.5436     8.0444     8.0444  
Rate at end of period   10.5037     8.4875     10.5037     8.4875     9.8925  
                               
KRW : $ average exchange rate   1,065     1,095     1,089     1,116     1,112  
Highest KRW : $ rate during period   1,077     1,116     1,152     1,156     1,162  
Lowest KRW : $ rate during period   1,031     1,039     1,031     1,039     1,019  
Rate at end of period   1,063     1,068     1,063     1,068     1,144  

26


     Translation exchange rates for financial reporting purposes

     For financial reporting purposes we are required to translate our results of operations from ZAR and KRW to US dollars on a monthly basis. Thus, the average rates used to translate this data for the three and six months ended December 31, 2013 and 2012, vary from the averages shown in the table above. The translation rates we use in presenting our results of operations are the rates shown in the following table:

Table 2   Three months ended     Six months ended     Year ended  
    December 31,     December 31,     June 30,  
    2013     2012     2013     2012     2013  
Income and expense items: $1 = ZAR .   10.1592     8.7405     10.0809     8.4571     8.7105  
Income and expense items: $1 = KRW   1,021     1,084     1,087     1,111     1,072  
          -           -        
Balance sheet items: $1 = ZAR   10.5037     8.4875     10.5037     8.4875     9.8925  
Balance sheet items: $1 = KRW   1,063     1,068     1,063     1,068     1,144  

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 US GAAP. We analyze our results of operations both in US 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 profits 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 US dollar and ZAR on our reported results and because we use the US 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.

     Three and six months ended December 31, 2012, includes SmartSwitch Botswana from December 1, 2012 and Pbel from September 1, 2012.

27


     We analyze our business and operations in terms of five inter-related but independent operating segments: (1) South African transaction-based activities, (2) international transaction-based activities, (3) smart card accounts, (4) financial services, and (5) hardware, software and related technology sales. 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 2014 compared to second quarter of fiscal 2013

     The following factors had an influence on our results of operations during the second quarter of fiscal 2014 as compared with the same period in the prior year:

     Consolidated overall results of operations

     This discussion is based on the amounts which were prepared in accordance with US GAAP.

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

    In United States Dollars  
Table 3   (US GAAP)  
    Three months ended December 31,  
    2013     2012     $ %  
    $ ’000     $ ’000     change  
Revenue   137,283     111,442     23%  
Cost of goods sold, IT processing, servicing and support   67,883     47,227     44%  
Selling, general and administration   40,824     48,756     (16% )
Depreciation and amortization   9,774     10,487     (7% )
Operating income   18,802     4,972     278%  
Interest income   3,236     2,589     25%  
Interest expense   2,226     2,023     10%  
Income before income tax expense   19,812     5,538     258%  
Income tax expense   7,099     2,971     139%  
Net income before earnings from equity-accounted investments   12,713     2,567     395%  
Earnings from equity-accounted investments   47     54     (13% )
Net income   12,760     2,621     387%  
Less (Add) net income (loss) attributable to non-controlling interest   11     (8 )   nm  
Net income attributable to us   12,749     2,629     385%  

28



    In South African Rand  
Table 4   (US GAAP)  
    Three months ended December 31,  
    2013     2012        
    ZAR     ZAR     ZAR %  
    ’000     ’000     change  
Revenue   1,394,685     974,058     43%  
Cost of goods sold, IT processing, servicing and support   689,636     412,787     67%  
Selling, general and administration   414,740     426,152     (3% )
Depreciation and amortization   99,296     91,661     8%  
Operating income   191,013     43,458     340%  
Interest income   32,875     22,629     45%  
Interest expense   22,614     17,682     28%  
Income before income tax expense   201,274     48,405     316%  
Income tax expense   72,120     25,968     178%  
Net income before earnings from equity-accounted investments   129,154     22,437     476%  
Earnings from equity-accounted investments   477     472     1%  
Net income   129,631     22,909     466%  
Less (Add) net income (loss) attributable to non-controlling interest   112     (70 )   nm  
Net income attributable to us   129,519     22,979     464%  

     The increase in revenue was primarily due to a higher contribution from KSNET, more ad hoc terminal and card sales, more low-margin transaction fees generated from beneficiaries using the South African National Payment System, higher prepaid airtime sales driven by the rollout of our Umoya Manje product, and an increase in the number of UEPS-loans made.

     The increase in cost of goods sold, IT processing, servicing and support was primarily due to higher expenses incurred from increased usage of the South African National Payment System by beneficiaries and higher prepaid airtime, terminal and card sales. These increases were offset by the substantial elimination of expenses related to our SASSA contract implementation, which we completed in the fourth quarter of fiscal 2013.

     Our selling, general and administration expense decreased due to the substantial elimination of SASSA contract implementation costs, which were offset by increases in goods and services purchased from third parties and increase in legal fees to approximately $1.6 million (ZAR 16.4 million) compared with $0.5 million (ZAR 4.9 million) in connection with the US government investigations.

     Our operating income margin for the second quarter of fiscal 2014 and 2013 was 14% and 4%, respectively. We discuss the components of operating income margin under “—Results of operations by operating segment.” The increase is primarily attributable to the elimination of implementation costs in fiscal 2014.

     In ZAR, depreciation and amortization were higher primarily as a result of an increase in depreciation related to assets used to service our obligations under our SASSA contract, which was partially offset by no MediKredit and FIHRST intangible asset amortization as the these intangible assets were fully amortized at the end of June 2013. The tables below present the acquisition-related intangible asset amortization that has been allocated to our operating segments:

    Three months ended    
Table 5   December 31,    
    2013       2012    
    $ ’000       $ ’000    
Amortization included in depreciation and amortization expense:   4,107       4,861    
     South African transaction-based activities   518       1,465    
     International transaction-based activities   3,518       3,313    
     Hardware, software and related technology sales   71       83    

    Three months ended    
Table 6   December 31,    
    2013       2012    
    ZAR ’000       ZAR ’000    
Amortization included in depreciation and amortization expense:   41,719       42,485    
     South African transaction-based activities   5,262       12,811    
     International transaction-based activities   35,740       28,957    
     Hardware, software and related technology sales   717       717    

29


     Interest on surplus cash increased to $3.2 million (ZAR 32.9 million) from $2.6 million (ZAR 22.6 million) due primarily to higher average daily ZAR cash balances.

     In US dollars, interest expense increased to $2.2 million (ZAR 22.6 million) from $2.0 million (ZAR 17.7 million) primarily due to the write-off of facilities fees related to the 2010 Korean debt financing, but partially offset by a lower average long-term debt balance.

     Second quarter fiscal 2014 tax expense was $7.1 million (ZAR 72.1 million) compared to $3.0 million (ZAR 26.0 million) in fiscal 2013. Our effective tax rate for fiscal 2014 was 35.8% and was higher than the South African statutory rate as a result of non-deductible expenses (including interest expense related to our long-term Korean borrowings and stock-based compensation charges). Our effective tax rate for the second quarter of fiscal 2013 was 53.6% and was higher than the South African statutory rate primarily as a result of non-deductible expenses (including interest expense related to our long-term Korean borrowings and stock-based compensation charges) and South African dividend withholding taxes.

     Results of operations by operating segment

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

Table 7   In United States Dollars (US GAAP)  
    Three months ended December 31,  
    2013       % of       2012       % of     %  
Operating Segment   $ ’000       total       $ ’000       total     change  
Consolidated revenue:                                    
SA transaction-based activities   72,237       53%       60,764       55%     19%  
International transaction-based activities   37,288       27%       33,113       30%     13%  
Smart card accounts   11,237       8%       8,219       7%     37%  
Financial services   6,199       5%       1,448       1%     328%  
Hardware, software and related technology sales   10,322       7%       7,898       7%     31%  
     Total consolidated revenue   137,283       100%       111,442       100%     23%  
Consolidated operating (loss) income:                                    
SA transaction-based activities   13,398       71%       1,933       39%     593%  
     Operating income before amortization   13,916               3,398                
     Amortization of intangible assets   (518 )             (1,465 )              
International transaction-based activities   1,365       7%       202       4%     576%  
     Operating income before amortization   4,883               3,515                
     Amortization of intangible assets   (3,518 )             (3,313 )              
Smart card accounts   3,203       17%       2,342       47%     37%  
Financial services   1,727       9%       1,048       21%     65%  
Hardware, software and related technology sales   1,592       8%       795       16%     100%  
     Operating income before amortization   1,663               878                
     Amortization of intangible assets   (71 )             (83 )              
Corporate/eliminations   (2,483 )     (12% )     (1,348 )     (27% )   84%  
     Total consolidated operating income   18,802       100%       4,972       100%     278%  

30



Table 8   In South African Rand (US GAAP)  
    Three months ended December 31,  
    2013               2012                
    ZAR       % of       ZAR       % of     %  
Operating Segment   ’000       total       ’000       total     change  
Consolidated revenue:                                    
SA transaction-based activities   733,870       53%       531,108       55%     38%  
International transaction-based activities   378,816       27%       289,424       30%     31%  
Smart card accounts   114,159       8%       71,838       7%     59%  
Financial services   62,977       5%       12,656       1%     398%  
Hardware, software and related technology sales   104,863       7%       69,032       7%     52%  
     Total consolidated revenue   1,394,685       100%       974,058       100%     43%  
Consolidated operating (loss) income:                                    
SA transaction-based activities   136,113       71%       16,895       39%     706%  
     Operating income before amortization   141,375               29,706                
     Amortization of intangible assets   (5,262 )             (12,811 )              
International transaction-based activities   13,867       7%       1,766       4%     685%  
     Operating income before amortization   49,607               30,723                
     Amortization of intangible assets   (35,740 )             (28,957 )              
Smart card accounts   32,540       17%       20,470       47%     59%  
Financial services   17,545       9%       9,160       21%     92%  
Hardware, software and related technology sales   16,173       8%       6,949       16%     133%  
     Operating income before amortization   16,890               7,666                
     Amortization of intangible assets   (717 )             (717 )              
Corporate/eliminations   (25,225 )     (12% )     (11,782 )     (27% )   114%  
     Total consolidated operating income   191,013       100%       43,458       100%     340%  

          South African transaction-based activities

     In ZAR, the increases in segment revenue were primarily due to more low-margin transaction fees generated from beneficiaries using the South African National Payment System, incremental prepaid airtime sales driven by the rollout of our Umoya Manje product, and reflect the elimination of inter-company transactions.

     Our operating income margin for fiscal 2014 and 2013 was 19% and 3%, respectively, and has increased primarily due to the elimination of SASSA implementation costs in fiscal 2014 and partially offset by the increase in low-margin prepaid airtime sales.

          South African transaction processors:

     The table below presents the total volume and value processed during the second quarter of fiscal 2014 and 2013:

Table 9

    Total volume (‘000s)   Total value $ (‘000)   Total value ZAR (‘000)
     Transaction processor   2014     2013     2014     2013     2014     2013  
CPS   28,538     28,373     2,715,356     2,971,163     27,585,846     25,969,448  
EasyPay   106,772     111,380     2,881,624     2,960,166     29,274,995     25,873,334  
Net1 Mobile Solutions (A)   39,641     6,178     2,274,810     2,503,633     23,110,247     21,883,006  
MediKredit   2,245     2,353     200,446     160,204     2,036,370     1,400,261  

     (A) – during fiscal 2014 FIHRST was integrated into Net1 Mobile Solutions. Volumes and values for 2013 represent FIHRST only.

     CPS volumes were flat year over year due to SASSA’s suspension of former grant recipient cardholders who had not presented themselves for enrollment during the second quarter of fiscal 2014. These grant recipient cardholders will have to apply for restoration of their grant and present themselves for enrollment should they want to reinstate their grants. Our pension and welfare operations continue to generate the majority of our revenues and operating income in this operating segment and overall. EasyPay volumes have decreased due to fewer sales of prepaid airtime, but the decrease was partially offset by an increase in transaction switching and other value-added services. Net1 Mobile Solutions volumes and values have increased due to the launch of Umoya Manje in fiscal 2014.

31


          International transaction-based activities

     KSNET continues to contribute the majority of our revenues and operating income in this operating segment. Revenue increased primarily due to KSNET’s revenue growth during the second quarter of fiscal 2014 and was partially offset by the expiration and non-renewal of NUETS’ contract with its Iraqi customer in the third quarter of fiscal 2013. Operating income during the second quarter of fiscal 2014 was higher due to increase in revenue contribution from KSNET, but partially offset by the loss of the NUETS Iraqi contract as well as ongoing losses related to our XeoHealth launch in the United States and at Net1 Virtual Card, as well as ongoing competition in the Korean marketplace.

     Operating income margin for the segment is lower than for most of our South African transaction-based businesses. Operating income margin for the second quarter of fiscal 2014 and 2013 was 4% and 1%, respectively (excluding intangible amortization, 13% and 11%, respectively.)

          Smart card accounts

     In ZAR, our revenue from this operating segment was higher because the number of smart card-based accounts has increased as a result of full implementation of the SASSA contract. Operating income margin from providing smart card accounts for the second quarter of fiscal 2014 and 2013 was 29% and 28%, respectively.

     In ZAR, revenue from the provision of smart card-based accounts increased in proportion to the increased number of recipients serviced through our SASSA contract. Approximately 9.6 million smart card-based accounts were active at December 31, 2013 compared to approximately 6.2 million active accounts as at December 31, 2012.

          Financial services

     UEPS-based lending contributes the majority of the revenue and operating income in this operating segment. Revenue and operating income increased primarily due to the increase in the number of loans granted as we rolled out our product nationally. The increase in operating income was partially offset by an increase in start-up expenses, establishment of the allowance for doubtful finance loans receivable and the re-allocation of UEPS-based lending corporate and administration overhead expenses to this segment. Smart Life did not contribute to operating income in the second quarter of fiscal 2014 as it is currently unable to issue new insurance policies as a result of the suspension of its license by the Financial Services Board, or FSB, in January 2013.

     Second quarter of fiscal 2014 includes the re-allocation of UEPS-based lending corporate administration and overhead expenses to this segment from the South African transaction-based activities segment. We were not able to accurately quantify these expenses for last year and therefore did not allocate such costs to this segment during the second quarter of fiscal 2013.

     Operating income margin for the financial services segment decreased to 28% from 72%, primarily as a result of the roll-out expenditures, allowance for doubtful finance loans receivable and corporate overhead expense re-allocation described above.

          Hardware, software and related technology sales

     In ZAR, the increase in revenue and operating income resulted from more ad hoc terminal and smart card sales. We continue to expect significant quarter over quarter fluctuations in revenue, operating income and operating margin due to the ad hoc nature of orders in this operating segment.

          Corporate/eliminations

     The increase in our corporate expenses resulted primarily from legal fees we incurred in connection with the DOJ and SEC investigations and other corporate head office-related expenses.

     Our corporate expenses also include expenditure related to compliance with Sarbanes; non-executive directors’ fees; employee and executive salaries and bonuses; stock-based compensation; legal and audit fees; directors and officers insurance premiums; telecommunications expenses; property-related expenditures including utilities, rental, security and maintenance; and elimination entries.

32


     First half of fiscal 2014 compared to first half of fiscal 2013

     The following factors had an influence on our results of operations during the first half of fiscal 2014 as compared with the same period in the prior year:

     Consolidated overall results of operations

     This discussion is based on the amounts which were prepared in accordance with US GAAP.

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

    In United States Dollars  
Table 10   (US GAAP)  
    Six months ended December 31,  
    2013     2012   $ %  
  $ ’000   $ ’000     change  
Revenue   260,777     223,124     17%  
Cost of goods sold, IT processing, servicing and support   124,442     92,328     35%  
Selling, general and administration   81,330     96,008     (15% )
Depreciation and amortization   19,803     20,491     (3% )
Operating income   35,202     14,297     146%  
Interest income   6,555     5,680     15%  
Interest expense   3,978     4,094     (3% )
Income before income tax expense   37,779     15,883     138%  
Income tax expense   13,584     6,700     103%  
Net income before earnings from equity-accounted investments   24,195     9,183     163%  
Earnings from equity-accounted investments   150     182     (18% )
Net income   24,345     9,365     160%  
Less (Add) net income (loss) attributable to non-controlling interest   -     (8 )   nm  
Net income attributable to us   24,345     9,373     160%  

33



    In South African Rand  
Table 11   (US GAAP)  
    Six months ended December 31,  
    2013     2012        
    ZAR     ZAR     ZAR %  
    ’000     ’000     change  
Revenue   2,628,867     1,886,983     39%  
Cost of goods sold, IT processing, servicing and support   1,254,488     780,827     61%  
Selling, general and administration   819,880     811,950     1%  
Depreciation and amortization   199,633     173,295     15%  
Operating income   354,866     120,911     193%  
Interest income   66,080     48,036     38%  
Interest expense   40,102     34,623     16%  
Income before income tax expense   380,844     134,324     184%  
Income tax expense   136,939     56,663     142%  
Net income before earnings from equity-accounted investments   243,905     77,661     214%  
Earnings from equity-accounted investments   1,512     1,539     (2% )
Net income   245,417     79,200     210%  
Less (Add) net income (loss) attributable to non-controlling interest   -     (68 )   nm  
Net income attributable to us   245,417     79,268     210%  

     The increase in revenue was primarily due to a higher contribution from KSNET, more ad hoc terminal and card sales, more low-margin transaction fees generated from beneficiaries using the South African National Payment System, higher prepaid airtime sales driven by the rollout of our Umoya Manje product, and an increase in the number of UEPS-loans made.

     The increase in cost of goods sold, IT processing, servicing and support was primarily due to higher expenses incurred from increased usage of the South African National Payment System by beneficiaries and higher prepaid airtime, terminal and card sales. These increases were offset by the substantial elimination of expenses related to our SASSA contract implementation, which we completed in the fourth quarter of fiscal 2013.

     In ZAR, our selling, general and administration expense increased due to increases in goods and services purchased from third parties and an increase in legal fees to approximately $3.8 million (ZAR 38.0 million) compared with $0.5 million (ZAR 4.9 million) in connection with the US government investigations, which were offset by the substantial elimination of SASSA contract implementation costs.

     Our operating income margin for the first half of fiscal 2014 and 2013, was 13% and 6%, respectively. We discuss the components of operating income margin under “—Results of operations by operating segment.” The increase is primarily attributable to the substantial elimination of implementation costs in fiscal 2014.

     In ZAR, depreciation and amortization were higher primarily as a result of an increase in depreciation related to assets used to service our obligations under our SASSA contract, which was partially offset by no MediKredit and FIHRST intangible asset amortization as the these intangible assets were fully amortized at the end of June 2013. The tables below present the acquisition-related intangible asset amortization that has been allocated to our operating segments:

    Six months ended    
Table 12   December 31,    
    2013       2012    
    $ ’000       $ ’000    
Amortization included in depreciation and amortization expense:   7,795       9,568    
     South African transaction-based activities   1,044       2,931    
     International transaction-based activities   6,608       6,468    
     Hardware, software and related technology sales   143       169    

    Six months ended    
Table 13   December 31,    
    2013       2012    
    ZAR ’000       ZAR ’000    
Amortization included in depreciation and amortization expense:   78,569       80,919    
     South African transaction-based activities   10,519       24,783    
     International transaction-based activities   66,615       54,701    
     Hardware, software and related technology sales   1,435       1,435    

34


     Interest on surplus cash increased to $6.6 million (ZAR 66.1 million) from $5.7 million (ZAR 48.0 million), due primarily to higher average daily ZAR cash balances.

     In US dollars, interest expense decreased to $4.0 million (ZAR 40.1 million) from $4.1 million (ZAR 34.6 million) due to a lower average long-term debt balance.

     First half fiscal 2014 tax expense was $13.6 million (ZAR 136.9 million) compared to $6.7 million (ZAR 56.7 million) in fiscal 2013. Our effective tax rate for fiscal 2014, was 35.9% and was higher than the South African statutory rate as a result of non-deductible expenses (including interest expense related to our long-term Korean borrowings and stock-based compensation charges). Our effective tax rate for the first half of fiscal 2013, was 42.2% and was higher than the South African statutory rate primarily as a result of non-deductible expenses (including interest expense related to our long-term Korean borrowings and stock-based compensation charges) and South African dividend withholding taxes.

     Results of operations by operating segment

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

Table 14   In United States Dollars (US GAAP)  
    Six months ended December 31,  
    2013       % of       2012       % of     %  
Operating Segment $ ’000       total     $ ’000       total     change  
Consolidated revenue:                                    
SA transaction-based activities   135,269       52%       122,128       55%     11%  
International transaction-based activities   74,105       28%       64,762       29%     14%  
Smart card accounts   22,566       9%       16,583       7%     36%  
Financial services   8,626       3%       2,832       1%     205%  
Hardware, software and related technology sales   20,211       8%       16,819       8%     20%  
     Total consolidated revenue   260,777       100%       223,124       100%     17%  
Consolidated operating (loss) income:                                    
SA transaction-based activities   26,680       76%       8,333       58%     220%  
     Operating income before amortization   27,724               11,264                
     Amortization of intangible assets   (1,044 )             (2,931 )              
International transaction-based activities   3,416       10%       31       -     nm  
     Operating income before amortization   10,024               6,499                
     Amortization of intangible assets   (6,608 )             (6,468 )              
Smart card accounts   6,431       18%       4,727       33%     36%  
Financial services   1,783       5%       2,145       15%     (17% )
Hardware, software and related technology sales   4,540       13%       2,779       19%     63%  
     Operating income before amortization   4,683               2,948                
     Amortization of intangible assets   (143 )             (169 )              
Corporate/eliminations   (7,648 )     (22% )     (3,718 )     (25% )   106%  
     Total consolidated operating income   35,202       100%       14,297       100%     146%  

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Table 15   In South African Rand (US GAAP)  
    Six months ended December 31,  
    2013               2012                
    ZAR       % of       ZAR       % of     %  
Operating Segment   ’000       total       ’000       total     change  
Consolidated revenue:                                    
SA transaction-based activities   1,363,633       52%       1,032,849       55%     32%  
International transaction-based activities   747,045       28%       547,699       29%     36%  
Smart card accounts   227,486       9%       140,244       7%     62%  
Financial services   86,958       3%       23,951       1%     263%  
Hardware, software and related technology sales   203,745       8%       142,240       8%     43%  
     Total consolidated revenue   2,628,867       100%       1,886,983       100%     39%  
Consolidated operating (loss) income:                                    
SA transaction-based activities   268,958       76%       70,473       58%     282%  
     Operating income before amortization   279,477               95,256                
     Amortization of intangible assets   (10,519 )             (24,783 )              
International transaction-based activities   34,436       10%       262       -     nm  
     Operating income before amortization   101,051               54,963                
     Amortization of intangible assets   (66,615 )             (54,701 )              
Smart card accounts   64,830       18%       39,977       33%     62%  
Financial services   17,974       5%       18,140       15%     (1% )
Hardware, software and related technology sales   45,767       13%       23,502       19%     95%  
     Operating income before amortization   47,202               24,937                
     Amortization of intangible assets   (1,435 )             (1,435 )              
Corporate/eliminations   (77,099 )     (22% )     (31,443 )     (25% )   145%  
     Total consolidated operating income   354,866       100%       120,911       100%     193%  

          South African transaction-based activities

     In ZAR, the increases in segment revenue were primarily due to more low-margin transaction fees generated from beneficiaries using the South African National Payment System, incremental prepaid airtime sales driven by the rollout of our Umoya Manje product, and reflect the elimination of inter-company transactions.

     Our operating income margin for fiscal 2014 and 2013 was 20% and 7%, respectively, and has increased primarily due to the substantial elimination of SASSA implementation costs in fiscal 2014 and partially offset by the increase in low-margin prepaid airtime sales.

          South African transaction processors:

     The table below presents the total volume and value processed during the first half of fiscal 2014 and 2013:

Table 16                                    
    Total volume (‘000s)   Total value $ (‘000)   Total value ZAR (‘000)
   Transaction processor   2014     2013     2014     2013     2014     2013  
CPS   56,863     56,942     5,413,098     6,150,616     54,568,900     52,016,377  
EasyPay   205,917     213,800     5,540,372     5,706,997     55,851,933     48,264,644  
Net1 Mobile Solutions (A)   58,631     12,165     4,341,321     4,905,921     43,764,420     41,489,867  
MediKredit   4,838     4,977     401,982     333,066     4,052,336     2,816,769  

     (A) – during fiscal 2014 FIHRST was integrated into Net1 Mobile Solutions. Volumes and values for 2013 represent FIHRST only.

     CPS volumes were flat year over year due to SASSA’s suspension of former grant recipient cardholders who had not presented themselves for enrollment during the first half of fiscal 2014. EasyPay volumes have decreased due to fewer sales of prepaid airtime, but partially offset by an increase in transaction switching and other value-added services. Net1 Mobile Solutions volumes and values have increased due to the launch of Umoya Manje in fiscal 2014.

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          International transaction-based activities

     Revenue increased primarily due to KSNET’s revenue growth during the first half of fiscal 2014 and was partially offset by the expiration and non-renewal of NUETS’ contract with its Iraqi customer in the third quarter of fiscal 2013. Operating income during the first half of fiscal 2014 was higher due to increase in revenue contribution from KSNET, but partially offset by the loss of the NUETS Iraqi contract as well as ongoing losses related to our XeoHealth launch in the United States and at Net1 Virtual Card, as well as ongoing competition in the Korean marketplace.

     Operating income margin for the first half of fiscal 2014 and 2013 was 5% and 0%, respectively (excluding intangible amortization, 14% and 10%, respectively.)

          Smart card accounts

     In ZAR, our revenue from this operating segment was higher because the number of smart card-based accounts has increased as a result of full implementation of the SASSA contract. Operating income margin from providing smart card accounts for the first half of fiscal 2014 and 2013 was 28% and 29%, respectively.

     In ZAR, revenue from the provision of smart card-based accounts increased in proportion to the increased number of recipients serviced through our SASSA contract. Approximately 9.6 million smart card-based accounts were active at December 31, 2013 compared to approximately 6.2 million active accounts as at December 31, 2012.

          Financial services

     Revenue increased primarily due to the increase in the number of loans granted as we rolled out our product nationally. Operating income decreased primarily as a result of related start-up expenses, establishment of the allowance for doubtful finance loans receivable and the re-allocation of UEPS-based lending corporate and administration overhead expenses to this segment. Smart Life did not contribute to operating income in the first half of fiscal 2014 due to the FSB suspension.

     First half of fiscal 2014 includes the re-allocation of UEPS-based lending corporate administration and overhead expenses to this segment from the South African transaction-based activities segment. We were not able to accurately quantify these expenses for last year and therefore did not allocate such costs to this segment during the first half of fiscal 2013.

     Operating income margin for the financial services segment decreased to 21% from 76%, primarily as a result of the roll-out expenditures, allowance for doubtful finance loans receivable and corporate overhead expense re-allocation described above.

          Hardware, software and related technology sales

     In ZAR, the increase in revenue and operating income resulted from more ad hoc terminal and smart card sales. We continue to expect significant quarter over quarter fluctuations in revenue, operating income and operating margin due to the ad hoc nature of orders in this operating segment.

          Corporate/eliminations

     The increase in our corporate expenses resulted primarily from legal fees we incurred in connection with the US government investigations and other corporate head office-related expenses.

     Our corporate expenses also include expenditure related to compliance with Sarbanes; non-executive directors’ fees; employee and executive salaries and bonuses; stock-based compensation; legal and audit fees; directors and officers insurance premiums; telecommunications expenses; property-related expenditures including utilities, rental, security and maintenance; and elimination entries.

Liquidity and Capital Resources

     At December 31, 2013, our cash balances were $22.4 million, which comprised mainly ZAR-denominated balances of ZAR 8.9 million ($0.9 million), KRW-denominated balances of KRW 16.4 billion ($15.5 million) and US dollar-denominated balances of $3.9 million and other currency deposits, primarily euro, of $2.1 million. The decrease in our cash balances from June 30, 2013, was primarily due to the expansion of our UEPS-based lending business, working capital changes, the repayment of a portion of our Korean debt and acquisition of substantially all of the remaining shares of KSNET that we did not already own.

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

     We generally invest the surplus cash held by our South African operations in overnight call accounts that we maintain at South African banking institutions, and surplus cash held by our non-South African companies in the US and European money markets. We have invested surplus cash in Korea in short-term investment accounts at Korean banking institutions.

     Historically, we have financed most of our operations, research and development, working capital, capital expenditures and acquisitions through our internally generated cash. 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.

     During December 2013, we increased our short-term South African credit facility with Nedbank Limited to ZAR 650 million ($61.9 million) through March 31, 2014. The short-term facility comprises of an overdraft facility of up to ZAR 500 million and indirect and derivative facilities of up to ZAR 150 million, which includes letters of guarantee, letters of credit and forward exchange contracts. The overdraft facility of ZAR 500 million will revert to ZAR 250 million on March 31, 2014. As of December 31, 2013, we have used ZAR 254.8 million ($24.3 million) of the overdraft facility to fund our working capital requirements and ZAR 132.0 million ($12.6 million) of the indirect and derivative facilities to support cross-guarantees issued to Nedbank for guarantees issued by Nedbank to various third parties on our behalf. Refer to note 8 to the unaudited condensed consolidated financial statements for more information about the terms of our new short-term South African facility.

     As of December 31, 2013, we had outstanding long-term debt of KRW 71.6 billion (approximately $67.3 million translated at exchange rates applicable as of December 31, 2013) under credit facilities with a group of Korean banks. In October 2013, we refinanced our Korean long-term debt facility with a new KRW 85.0 billion five-year senior secured term loan and revolving credit facility. The loans bear interest at the Korean CD rate in effect from time to time (2.66% as of December 31, 2013) plus a margin of 3.10% for one of the term loan facilities and the revolver and a margin of 2.90% for the other term loan facility. Scheduled repayments of the term loans and loan under the revolving credit facility are as follows: October 2014 (KRW 15 billion), April 2016, 2017 and 2018 (KRW 10 billion each) and October 2018 (KRW 30 billion plus all outstanding loans under our revolving credit facility). Refer to note 9 to the unaudited condensed consolidated financial statements for more information about the terms of our new long-term Korean facility.

     Cash flows from operating activities

          Second quarter of fiscal 2014

     Net cash utilized in operating activities for the second quarter of fiscal 2014 was $27.2 million (ZAR 276.9 million) compared to $6.9 million (ZAR 60.5 million) for the second quarter of fiscal 2013. Excluding the impact of interest received, interest paid under our Korean debt and taxes presented in the table below, the decrease in cash from operating activities resulted from the expansion of our UEPS-based lending book and the timing of prefunding related to the January 2014 payment cycle, offset by improved cash generated from operating activities and the substantial elimination of implementation costs related to our SASSA contract in fiscal 2014.

     During the second quarter of fiscal 2014, we paid South African tax of $13.3 million (ZAR 137.8 million) related to our 2013 tax year and $0.2 million (ZAR 2.4 million) related to prior tax years. We also paid provisional Korean taxes of $0.5 million related to our tax year ended December 31, 2013. During the second quarter of fiscal 2013, we paid South African tax of $6.3 million (ZAR 54.4 million) related to our 2013 tax year, $3.1 million (ZAR 27.0 million) related to prior tax years and dividend withholding taxes of $0.4 million (ZAR 3.5 million). We also paid provisional Korean taxes of $0.4 million related to our tax year ended December 31, 2012.

     Taxes paid during the second quarter of fiscal 2014 and 2013 were as follows:

Table 17   Three months ended December 31,  
    2013     2012     2013     2012  
  $    $      ZAR     ZAR  
    ‘000     ‘000     ‘000     ‘000  
First provisional payments   13,292     6,284     137,773     54,354  
Taxation paid related to prior years   228     3,110     2,360     26,978  
Taxation refunds received   -     (63 )   -     (542 )
Dividend withholding taxation   -     398     -     3,500  
       Total South African taxes paid   13,520     9,729     140,133     84,290  
       Foreign taxes paid: primarily Korea   509     408     5,193     3,533  
            Total tax paid   14,029     10,137     145,326     87,823  

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          First half of fiscal 2014

     Net cash utilized in operating activities for the first quarter of fiscal 2014 was $28.9 million (ZAR 291.6 million) compared to cash generated from operating activities of $18.8 million (ZAR 159.1 million) for the first half of fiscal 2013. Excluding the impact of interest received, interest paid under our Korean debt and taxes presented in the table below, the decrease in cash from operating activities resulted from the expansion of our UEPS-based lending book and the timing of prefunding related to the January 2014 payment cycle, offset by improved cash generated from operating activities and the substantial elimination of implementation costs related to our SASSA contract in fiscal 2014.

     During the first half of fiscal 2014, we paid South African tax of $13.3 million (ZAR 137.8 million) related to our 2014 tax year and $0.2 million (ZAR 2.4 million) related to prior tax years. We also paid provisional Korean taxes of $1.0 million related to our tax year ended December 31, 2013. During the first half of fiscal 2013, we paid South African tax of $6.3 million (ZAR 54.4 million) related to our 2013 tax year, $3.1 million (ZAR 27.0 million) related to prior tax years and dividend withholding taxes of $0.4 million (ZAR 3.5 million). We also paid provisional Korean taxes of $0.8 million related to our tax year ended December 31, 2012.

     Taxes paid during the first half of fiscal 2014 and 2013 were as follows:

Table 18         Three months ended December 31,        
    2013     2012     2013     2012  
  $    $      ZAR     ZAR  
    ‘000     ‘000     ‘000     ‘000  
First provisional payments   13,292     6,284     137,773     54,354  
Taxation paid related to prior years   228     3,110     2,360     26,978  
Taxation refunds received   -     (118 )   -     (1,006 )
Dividend withholding taxation   -     398     -     3,500  
       Total South African taxes paid   13,520     9,674     140,133     83,826  
       Foreign taxes paid: primarily Korea   1,007     805     10,177     6,812  
               Total tax paid   14,527     10,479     150,310     90,638  

     Cash flows from investing activities

          Second quarter of fiscal 2014

     Cash used in investing activities for the second quarter of fiscal 2014 includes capital expenditure of $6.8 million (ZAR 69.5 million), primarily for the acquisition of payment processing terminals in Korea.

     Cash used in investing activities for the second quarter of fiscal 2013 includes capital expenditure of $5.6 million (ZAR 47.5 million), primarily for payment vehicles and related equipment for our new SASSA contract and acquisition of payment processing terminals in Korea. During the second quarter of fiscal 2013 we paid, net of cash acquired, $0.2 million for SmartSwitch Botswana.

          First half of fiscal 2014

     Cash used in investing activities for the first half of fiscal 2014 includes capital expenditure of $12.5 million (ZAR 125.6 million), primarily for the acquisition of payment processing terminals in Korea.

     Cash used in investing activities for the first half of fiscal 2013 includes capital expenditure of $12.1 million (ZAR 101.9 million), primarily for payment vehicles and related equipment for our new SASSA contract and acquisition of payment processing terminals in Korea. During the first half of fiscal 2013 we paid, net of cash acquired, $1.9 million (ZAR 16.2 million) for Pbel and $0.2 million for SmartSwitch Botswana.

     Cash flows from financing activities

          Second quarter of fiscal 2014

     During the second quarter of fiscal 2014, we refinanced our Korean debt and received $85 million from Korean banks. We used $71.6 million of these new borrowings and $15.4 million of our surplus cash to repay the $87.0 million due under our old facility. In addition, we paid the facility fees related to our new Korean borrowings of approximately $0.9 million in October 2013. We also paid approximately $2.0 million for substantially all of the shares of KSNET we did not already own during the second quarter of fiscal 2014.

     During the second quarter of fiscal 2013, we made a scheduled $7.3 million long-term debt repayment.

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          First half of fiscal 2014

     We had no cash flows from financing activities for the first half of fiscal 2014, except as described above.

     In addition to the cash flows from financing activities during the second quarter of fiscal 2013 described above, during the first half of fiscal 2013, we received $0.2 million from the exercise of stock options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Expenditures

     We expect capital spending for the third quarter of fiscal 2014 to primarily include the acquisition of payment terminals for the expansion of our operations in Korea.

     Our historical capital expenditures for the second quarter of fiscal 2014 and 2013 are discussed under “—Liquidity and Capital Resources—Cash flows from investing activities.” All of our capital expenditures for the past three fiscal years were funded through internally-generated funds. We had outstanding capital commitments as of December 31, 2013, of $0.1 million related mainly to computer equipment. We expect to fund these expenditures through internally-generated funds.

Contingent Liabilities, Commitments and Contractual Obligations

     The following table sets forth our contractual obligations as of December 31, 2013:

Table 19   Payments due by Period, as of December 31, 2013 (in $ ’000s)
          Less                 More  
          than 1     1-3     3-5     than 5  
    Total     year     years     years     years  
Long-term debt obligations (A)   85,794     18,094     25,067     42,633     -  
Bank overdraft   24,256     24,256     -     -     -  
Operating lease obligations   9,133     4,098     4,327     708     -  
Purchase obligations   8,125     8,125     -     -     -  
Capital commitments   114     114     -     -     -  
Other long-term obligations (B)(C)   20,131     -     -     -     20,131  
      Total   147,553     54,687     29,394     43,341     20,131  

  (A)

– Includes $71.6 million of long-term debt and interest payable at the rate applicable on December 31, 2013, under our Korean debt facility.

  (B)

– Includes policy holder liabilities of $19.5 million related to our insurance business.

  (C)

– We have excluded cross-guarantees in the aggregate amount of $12.6 million issued as of December 31, 2013, 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     In addition to the tables below, see note 5 to the unaudited condensed consolidated financial statements for a discussion of market risk.

     The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of December 31, 2013, as a result of changes in the Korean CD rate and our South African overdraft facility interest rate. The effect of a hypothetical 1% increase and a 1% decrease in each of the Korean CD rate and the agreed South African overdraft facility interest rate as of December 31, 2013, are shown. The selected 1% hypothetical change does not reflect what could be considered the best or worst case scenarios.

    As of December 31, 2013  
Table 20         Hypothetical     Estimated annual  
          change in     expected interest  
          Korean CD     charge after  
          rate or South     hypothetical change in  
    Annual     Africa     Korean CD rate or  
    expected     overdraft     South African  
    interest     facility rate,     overdraft facility rate,  
    charge     as     as appropriate  
    ($ ’000)   appropriate     ($ ’000)
Interest on Korean long-term debt   4,103     1%     4,818  
          (1% )   3,387  
                   
Interest on South African overdraft   1,783     1%     2,025  
     facility         (1% )   1,540  

      The following table summarizes our exchange-traded equity securities with equity price risk as of December 31, 2013. The effects of a hypothetical 10% increase and a 10% decrease in market prices as of December 31, 2013, is also shown. The selected 10% hypothetical change does not reflect what could be considered the best or worst case scenarios. Indeed, results could be far worse due both to the nature of equity markets and the aforementioned liquidity risk.

          As of December 31, 2013        
Table 21                        
                      Hypothetical  
                Estimated fair     Percentage  
                value after     Increase  
    Fair           hypothetical     (Decrease) in  
    value     Hypothetical     change in price     Shareholders’  
    ($ ’000)   price change     ($ ’000)   Equity  
Exchange-traded equity securities   7,721     10%     8,493     0.21%  
          (10% )   6,949     (0.21% )

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, as of December 31, 2013. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2013.

     Changes in Internal Control over Financial Reporting

     There have not been any changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

     AllPay Challenge to Tender Award

     On November 29, 2013, the South African Constitutional Court ruled that the tender process followed by SASSA in awarding a five-year social welfare grants distribution contract to us was constitutionally invalid. However, the Constitutional Court suspended its declaration of invalidity pending determination of a just and equitable remedy. The grant of a just and equitable remedy was reserved pending a further hearing, which has been set for February 11, 2014. As ordered by the Constitutional Court, we the parties have submitted additional information on affidavit. The Constitutional Court also ordered the CEO of SASSA, SASSA and us to pay costs, including the cost of three counsel, in the High Court, the South African Supreme Court of Appeal and the Constitutional Court to AllPay Consolidated Investment Holdings Limited, or AllPay.

     We cannot predict what the outcome of the February 2014 hearing will be or when the Constitutional Court will issue its ruling regarding an appropriate remedy. Our SASSA contract remains in full force and effect until the Constitutional Court determines an appropriate remedy.

     The Constitutional Court is the highest court in South Africa and this judgment follows an appeal by AllPay, an unsuccessful bidder, against the unanimous judgment by the South African Supreme Court of Appeal on March 27, 2013, that the tender process was valid and legal.

     Securities Litigation

     On December 24, 2013, Net1, our chief executive officer and our chief financial officer were named as defendants in a purported class action lawsuit filed in the United States District Court for the Southern District of New York alleging violations of the federal securities laws. The lawsuit alleges that we made materially false and misleading statements regarding our business and compliance policies in our SEC filings and other public disclosures. The lawsuit was brought on behalf of a purported shareholder of Net1 and all other similarly situated shareholders who purchased our securities between August 27, 2009 and November 27, 2013. The lawsuit seeks unspecified damages. We believe this lawsuit has no merit and intend to defend it vigorously.

Item 1A. Risk Factors

     See “Item 1A RISK FACTORS” in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2013, for a discussion of risk factors relating to (i) our business, (ii) operating in South Africa and other foreign markets, (iii) government regulation, and (iv) our common stock. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

     As a result of the Constitutional Court’s ruling that SASSA’s tender process was constitutionally invalid, we cannot predict whether our SASSA contract will remain effective for the remainder of its five-year term. We derive a substantial portion of our revenues from this contract, and if we were to lose it, our business would suffer significantly.

     On November 29, 2013, the South African Constitutional Court ruled that the tender process followed by SASSA in awarding a five-year social welfare grants distribution contract to us in January 2012 was constitutionally invalid. However, the Constitutional Court suspended its declaration of invalidity pending determination of a just and equitable remedy. The grant of a just and equitable remedy was reserved pending a further hearing, which is scheduled for February 11, 2014. Although our SASSA contract remains in full force and effect until the Constitutional Court determines an appropriate remedy, we cannot predict what the outcome of the February 2014 hearing will be or when the Constitutional Court will issue its ruling regarding an appropriate remedy.

     If the Constitutional Court decides that an appropriate remedy would be to set aside our contract, SASSA may be required to conduct a new tender process, which would consume a substantial portion of our management’s time and attention as well as create uncertainty regarding the timing and ultimate outcome of any such tender process. We could be required to continue providing our payment service to SASSA during such a tender period. In addition, we have made major capital investments to implement this contract. If our contract were to be set aside, it is likely that we would suffer a significant loss on these investments.

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     If we do not complete our BEE transactions, our business and stock price may suffer.

     On December 10, 2013, we entered into definitive agreements relating to two Black Economic Empowerment, or BEE, transactions, pursuant to which we have agreed to sell to two BEE partners an aggregate of 4,400,000 shares of our common stock at a price of ZAR 60.00 per share. Closing of these BEE transactions is subject to the satisfaction of certain conditions contained in the transaction agreements, including receipt of any required regulatory approvals (including approval of the South African Reserve Bank) and the finalization of ancillary agreements. Closing of one transaction is not contingent on the closing of the other transaction. As of January 31, 2014, the closing conditions had not yet been met and therefore the parties extended the date to satisfy all closing conditions to March 15, 2014. We cannot predict whether or when the closing conditions will be satisfied.

     We entered into these BEE transactions as part of our ongoing efforts to strengthen the development of our business plan, and in compliance with South African regulation and business practice. We expect that completion of the transactions will help us achieve applicable BEE objectives. However, if we are unable to complete the transactions, we would not achieve these expected benefits and our business could be adversely impacted. In addition, we are lending the BEE partners the purchase price for the shares and are relying in part on the future appreciation of our stock price to enable the BEE partners to repay the loans. We also cannot predict how the announcement of the completion or non-completion of the transactions will affect the trading price of our common stock.

Item 5. Other Information

     On January 31, 2014, we signed an addendum to each of the Relationship Agreements discussed in note 10 to our unaudited condensed consolidated financial statements in order to extend the date to meet all conditions contained in the Relationship Agreements from January 31, 2014 to March 15, 2014.

Item 6. Exhibits

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

           Incorporated by Reference Herein
Exhibit   Included      
No. Description of Exhibit Herewith Form Exhibit Filing Date
           
10.25 Relationship Agreement dated December 10, 2013 between Net 1 UEPS Technologies, Inc., Net 1 Applied Technologies South Africa (Proprietary) Limited, Business Venture Investments No 1567 (Proprietary) Limited (RF) and Mosomo Investment Holdings (Proprietary) Limited. 8-K 10.25 December 10, 2013
10.26 Relationship Agreement dated December 10, 2013 between Net 1 UEPS Technologies, Inc., Net 1 Applied Technologies South Africa (Proprietary) Limited, Born Free Investments 272 (Pty) Ltd and Mazwi Yako. 8-K 10.26 December 10, 2013
10.27 Facility Letter between Nedbank Limited and Net1 Applied Technologies South Africa Limited and certain of its subsidiaries dated as of December 13, 2013 and First Addendum thereto dated as of December 18, 2013 8-K 10.27 December 19, 2013
10.28 Addendum dated January 31, 2014, to the Relationship Agreement between Net 1 UEPS Technologies, Inc., Net 1 Applied Technologies South Africa (Proprietary) Limited, Business Venture Investments No 1567 (Proprietary) Limited (RF) and Mosomo Investment Holdings (Proprietary) Limited. X

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10.29 Addendum dated January 31, 2014, to the Relationship Agreement between Net 1 UEPS Technologies, Inc., Net 1 Applied Technologies South Africa (Proprietary) Limited, Born Free Investments 272 (Pty) Ltd and Mazwi Yako. 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 6, 2014.

NET 1 UEPS TECHNOLOGIES, INC.

By: /s/ Dr. Serge C.P. Belamant

Dr. Serge C.P. Belamant
Chief Executive Officer, Chairman of the Board and Director

By: /s/ Herman Gideon Kotzé

Herman Gideon Kotzé
Chief Financial Officer, Treasurer and Secretary, Director

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