UEPS Net 1 Ueps Technologies Inc

Net 1 UEPS Technologies, Inc. (Nasdaq: UEPS; JSE: NT1) today released results for the third fiscal quarter ended March 31, 2022.

Highlights:

• Revenue increased to $35.2 million, up 27% in rand terms and 22% in dollar terms, underpinned by stronger merchant revenue;
• After normalizing for $5.9 million of once off restructuring fees, Segment Adjusted EBITDA (before corporate/eliminations) improved to $0.3 million income from a $10.7 million loss in the comparable quarter, driven by increased revenue in our merchant segment and continued execution on cost saving initiatives;
• Over $19.2 million (ZAR 300 million) in annualized Project Spring savings targeted in 2023 financial year;
• GAAP EPS improved 48% to $(0.06) and Fundamental EPS improved 79% to $(0.05);
• Connect Group acquisition closed post quarter end on April 14, 2022; and
• Shareholders vote in favor of Net1 changing its name to Lesaka Technologies, Inc.

Lesaka Group CEO Chris Meyer notes: “We are encouraged by the results we achieved this quarter, with a marked improvement in our performance, positively influenced by the recovery in our merchant division and delivery on the turnaround in our consumer financial services division. Notably, we launched our new brand identity, Lesaka, which authentically represents our commitment to the local communities we serve and our mission of improving lives by driving widespread financial inclusion. Having successfully completed the transformational Connect Group acquisition, our combined unique ecosystem, positively positions us to provide innovative essential financial services to previously underserved consumers and merchants across Southern Africa and to benefit from secular growth opportunities especially in the high growth informal merchant market.”

Summary Financial Metrics

Three months ended

	Three months ended
	Mar 31,2022			Mar 31,2021			Dec 31,2021			Q3 ’22 vsQ3 ’21			Q3 ’22 vsQ2 ’22			Q3 ’22 vsQ3 ’21			Q3 ’22 vsQ2 ’22
(All figures in USD ‘000s except per share data)	USD ‘000’s(except per share data)									% change in USD						% change in ZAR
Revenue	35,202			28,828			31,114			22	%		13	%		27	%		15	%
GAAP operating loss	(9,421	)		(14,292	)		(9,427	)		(34	%)		(0	%)		(31	%)		1	%
Adjusted EBITDA loss(1)	(2,870	)		(12,823	)		(7,059	)		(78	%)		(59	%)		(77	%)		(59	%)
GAAP loss per share ($)	(0.06	)		(0.11	)		(0.22	)		(48	%)		(73	%)		(45	%)		(73	%)
Fundamental loss per share ($)(1)	(0.05	)		(0.24	)		(0.13	)		(79	%)		(62	%)		(78	%)		(61	%)
Fully-diluted shares outstanding (‘000’s)	57,791			56,921			57,204			2	%		1	%		n/a			n/a
Average period USD / ZAR exchange rate	15.61			14.96			15.38			4	%		2	%		n/a			n/a

Nine months ended

	Nine months ended
	Mar 31,2022			Mar 31,2021			F2022 vsF2021			F2022 vsF2021
(All figures in USD ‘000s except per share data)	USD ‘000’s (except per share data)						% changein USD			% changein ZAR
Revenue	100,820			96,269			5	%		(3	%)
GAAP operating loss	(30,073	)		(40,272	)		(25	%)		(31	%)
Adjusted EBITDA loss(1)	(20,016	)		(34,699	)		(42	%)		(46	%)
GAAP loss per share ($)	(0.50	)		(0.70	)		(28	%)		(33	%)
Fundamental loss per share ($)(1)	(0.40	)		(0.69	)		(42	%)		(46	%)
Fully-diluted shares outstanding (‘000’s)	57,322			56,895			1	%		n/a
Average period USD / ZAR exchange rate	14.99			16.12			(7	%)		n/a

(1) Adjusted EBITDA loss, fundamental loss and fundamental loss per share are non-GAAP measures and are described below under “Use of Non-GAAP Measures—EBITDA and Adjusted EBITDA, and —Fundamental net (loss) income and fundamental (loss) earnings per share.” See Attachment B for a reconciliation of GAAP operating loss to EBITDA loss and Adjusted EBITDA loss, and GAAP net loss to fundamental net loss and loss per share.

Factors impacting comparability of our Q3 2022 and Q3 2021 results

• Higher revenue: Our revenues increased 27% in ZAR primarily due to an increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues, which was partially offset by lower prepaid airtime sales;
• Lower operating losses: Operating losses decreased, delivering an improvement of 31% in ZAR compared with the prior period primarily due to an increase in revenue, the closure of the loss-making IPG operations and the implementation of various cost reduction initiatives in our Consumer business. During the quarter, we recorded a reorganization charge of $5.9 million related to the retrenchment process we commenced in January 2022; and
• Foreign exchange movements: The U.S. dollar was 4% stronger against the ZAR during the third quarter of fiscal 2022, which impacted our reported results.

Results of Operations by Segment and Liquidity

Consumer

Segment revenue was $16.4 million in Q3 2022, up 6% compared with Q3 2021, and flat compared with Q2 2022 on a constant currency basis. Segment revenue increased primarily due to higher lending and insurance revenues and moderately higher account holder fees. We embarked on a retrenchment process during Q3 2022 and recorded an expense of $5.9 million which is included in the Segment EBITDA loss. Segment EBITDA loss has decreased primarily due to the implementation of various cost reduction initiatives. Our EBITDA loss margin (calculated as EBITDA loss divided by revenue) for Q3 2022 and 2021 was (41.8%) and (46.9%), respectively.

The table below presents EBITDA for our Consumer operating segment and illustrates EBITDA for Q3 2022 including and excluding the reorganization costs:

	In United States dollars									In South African Rand
	Three months ended March 31,									Three months ended March 31,
Operating Segment	2022USD ’000			2021USD ’000			% change			2022ZAR ’000			2021ZAR ’000			% change
EBITDA:
Consumer	(6,866	)		(7,610	)		(10	%)		(107,191	)		(113,827	)		(6	%)
Reorganization costs	5,852			-			nm			91,361			-			nm
Consumer excluding reorganization costs	(1,014	)		(7,610	)		(87	%)		(15,830	)		(113,827	)		(86	%)
EBITDA margin:
Consumer	(42	%)		(47	%)					(42	%)		(47	%)
Consumer excluding reorganization costs	(6	%)		(47	%)					(6	%)		(47	%)

Merchant

Segment revenue was $18.5 million in Q3 2022, up 58% compared with Q3 2021 and up 33% compared to Q2 2022 on a constant currency basis. Segment revenue increased year on year due to an increase in hardware sales and processing fees, which was partially offset by fewer prepaid airtime sales. The increase in segment EBITDA is primarily due to the increase in hardware sales. Our EBITDA margin for Q3 2022 and 2021 was 6.9% and 2.2%, respectively.

Other

Other includes the activities of IPG in fiscal 2021 and our other business outside South Africa, principally Botswana.

Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. We recorded an EBITDA contribution during the third quarter of fiscal 2022 following the closure of our loss-making activities performed through IPG.

Corporate/Eliminations

Our corporate expenses generally include acquisition-related intangible asset amortization; expenses incurred related to corporate actions; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; certain employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officer’s insurance premiums; elimination entries; and from fiscal 2022 our group CEO’s compensation.

Our corporate expenses for fiscal 2022 increased compared with the prior period due to higher employee costs, an increase in director and officer’s insurance premiums, and higher stock-based compensation charges. Fiscal 2021 includes an unrealized foreign exchange gain of $0.6 million which also impacts comparability. Our corporate expenses for fiscal 2022 includes transaction related expenses of $0.1 million (ZAR 1.8 million) related to the Connect Group acquisition. We expect to incur additional expenses related to the Connect Group transaction in Q4 2022.

Cash flow and liquidity

At March 31, 2022, our cash and cash equivalents were $183.7 million and comprised of U.S. dollar-denominated balances of $11.3 million, ZAR-denominated balances of ZAR 2.5 billion ($169.9 million), and other currency deposits, primarily Botswana pula, of $2.4 million, all amounts translated at exchange rates applicable as of March 31, 2022. The decrease in our unrestricted cash balances from June 30, 2021 was primarily due to utilization of cash reserves to fund our operations and payment of reorganization costs, which was partially offset by the receipt of $7.5 million related to the sale of Bank Frick in fiscal 2021 and a $3.7 million gain on foreign currency options.

Adopting a new brand and identity

As we embarked on creating a world class financial technology platform and repositioning ourselves for growth, it became evident we required a new identity that would resonate with our customers and employees. It was important for our new identity to authentically express our commitment to the local communities we serve and our ambition to drive financial inclusion by giving ordinary people and small businesses access to essential financial services.

For thousands of years livestock have been seen as a symbol of security, community and wealth and protecting one’s livestock was central to preserving the dignity and pride of a community. To ensure the best possible protection, an enclosure commonly known as a “kraal” in South Africa, was built in the center of the community. A kraal is seen as the social and economic heart of a village and only the most reliable people are entrusted with its care and protection. The word Lesaka means Kraal in Setswana and Sesotho, two of South Africa’s official languages, and it was agreed by our shareholders that the existing company name Net1, should change to Lesaka, which aptly represents our new group and its vision.

As Lesaka, we are on a mission to build and protect the financial wellbeing of our communities and our intention is to protect the vulnerable and underserved, by providing widespread access to essential financial services.

Changing our name will mean that our tickers will change to LSAK on the NasdaqGS and LSK on the JSE, effective May 18, 2022.

Webcast and Conference Call

Net1 will host a webcast and conference call to review results on May 11, 2022, at 8:00 a.m. Eastern Time.

Participants now have the option to either:

• Watch the live results presentation by webcast using the webcast link below; or
• Listen to an audio only broadcast of the results, using the conference call information below.

Webcast information:The results webcast can be accessed by using the following webcast link:https://78449.themediaframe.com/links/net1220510.html. Participants who want to submit their questions real-time will be able to do so utilizing the question functionality included in this link.

Conference call information:The conference call can be accessed either through pre-registering for the call or dialing in real time. Participants will be given the opportunity to ask their questions through the conference call facility.

Pre-register:Participants can pre-register for the May 11, 2022, conference call by using the following link: https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=5271444&linkSecurityString=adee45774. Participants utilizing this pre-registration service will receive their dial-in number and unique pin upon registration.

Real time dial in:For those participants who do not pre-register, you can dial +1 508 924 4326 (US and Canada), +44 333 300 1418 (U.K. only) or +27 11 535 3600 (South Africa only) ten minutes prior to the start of the call. Callers should request “Net1 call” upon dial-in.

A replay of the results presentation webcast will be available on the Net1 investor relations website.

Use of Non-GAAP Measures

U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of EBITDA, adjusted EBITDA, fundamental net (loss) income and fundamental (loss) earnings per share and headline (loss) earnings per share are non-GAAP measures.

Operating income before depreciation and amortization and adjusted EBITDA

Operating income before depreciation and amortization is GAAP operating (loss) income adjusted for depreciation and amortization. Adjusted EBITDA is earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for unusual non-recurring items, costs related to acquisitions and transactions consummated or ultimately not pursued.

Fundamental net loss and fundamental loss per share

Fundamental net loss and loss per share is GAAP net loss and loss per share adjusted for the amortization of acquisition-related intangible assets (net of deferred taxes), stock-based compensation charges, and unusual non-recurring items, including costs related to acquisitions and transactions consummated or ultimately not pursued.

Fundamental net loss and loss per share for fiscal 2022 also includes adjustments for a gain related to fair value adjustments in respect of currency options, reorganization costs incurred, a gain on disposal of equity securities and a loss on disposal of equity-accounted investments.

Fundamental net loss and loss per share for fiscal 2021 also includes adjustments related to changes in the fair value of equity securities, loss on disposal of equity-accounted investments, impairment losses related to an equity-accounted investment and the deferred tax liability reversal related to the impairment of the equity-accounted investment.

Management believes that the EBITDA, adjusted EBITDA, fundamental net (loss) income and (loss) earnings per share metrics enhance its own evaluation, as well as an investor’s understanding, of our financial performance. Attachment B presents the reconciliation between GAAP operating income and EBITDA and adjusted EBITDA; and GAAP net (loss) income and (loss) earnings per share and fundamental net (loss) income and (loss) earnings per share.

Headline (loss) earnings per share (“H(L)EPS”)

The inclusion of H(L)EPS in this press release is a requirement of our listing on the JSE. H(L)EPS basic and diluted is calculated using net (loss) income which has been determined based on GAAP. Accordingly, this may differ to the headline (loss) earnings per share calculation of other companies listed on the JSE as these companies may report their financial results under a different financial reporting framework, including but not limited to, International Financial Reporting Standards.

H(L)EPS basic and diluted is calculated as GAAP net (loss) income adjusted for the impairment losses related to our equity-accounted investments and (profit) loss on sale of property, plant and equipment. Attachment C presents the reconciliation between our net (loss) income used to calculate (loss) earnings per share basic and diluted and H(L)EPS basic and diluted and the calculation of the denominator for headline diluted (loss) earnings per share.

About Net1

Net1 is a leading South African financial technology company that utilizes its proprietary banking and payment technology to deliver financial services to consumers (B2C) and merchants (B2B) in Southern Africa. Net1’s mission is to drive true financial inclusion for both consumers and merchants through offering affordable financial services to the previously underserved sectors of the economy. Net1 offers banking, lending and insurance products to consumers and cash management solutions, bill payment technology, value added services, growth capital and card acquiring solutions to formal and informal Southern African retail merchants.

Net1 has a primary listing on NASDAQ (NasdaqGS: UEPS) and a secondary listing on the Johannesburg Stock Exchange (JSE: NT1). Visit www.net1.com for additional information about Net1.

Forward-Looking Statements

This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A discussion of various factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed in such forward-looking statements are included in our filings with the Securities and Exchange Commission. We undertake no obligation to revise any of these statements to reflect future events.

Investor Relations Contact:Partner – ICR Email: net1IR@icrinc.com

Media Relations Contact:Janine Bester GertzenEmail: Janine@thenielsennetwork.com

NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations
		Unaudited								Unaudited
		Three months ended								Nine months ended
		March 31,								March 31,
		2022				2021				2022				2021
		(In thousands)								(In thousands)
REVENUE		$	35,202			$	28,828			$	100,820			$	96,269
EXPENSE
Cost of goods sold, IT processing, servicing and support			23,008				23,096				67,795				73,895
Selling, general and administration			15,184				18,892				53,372				59,517
Depreciation and amortization			463				1,132				2,084				3,129
Reorganization costs			5,852				-				5,852				-
Transaction costs related to Connect Group acquisition			116				-				1,790				-
OPERATING LOSS			(9,421	)			(14,292	)			(30,073	)			(40,272	)
CHANGE IN FAIR VALUE OF EQUITY SECURITIES			-				10,814				-				25,942
GAIN RELATED TO FAIR VALUE ADJUSTMENT TO CURRENCY OPTIONS			6,120				-				3,691				-
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT			346				-				346				13
GAIN ON DISPOSAL OF EQUITY SECURITIES			720				-				720				-
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT - BANK FRICK			-				472				-				472
INTEREST INCOME			761				606				1,463				1,934
INTEREST EXPENSE			691				744				2,272				2,168
LOSS BEFORE INCOME TAX EXPENSE			(2,857	)			(4,088	)			(26,817	)			(15,049	)
INCOME TAX EXPENSE			470				2,171				754				4,549
NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS			(3,327	)			(6,259	)			(27,571	)			(19,598	)
EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS			-				55				(1,156	)			(20,098	)
NET LOSS ATTRIBUTABLE TO NET1			(3,327	)			(6,204	)			(28,727	)			(39,696	)
Net loss per share, in United States dollars:
Basic loss attributable to Net1 shareholders		$	(0.06	)		$	(0.11	)		$	(0.50	)		$	(0.70	)
Diluted loss attributable to Net1 shareholders		$	(0.06	)		$	(0.11	)		$	(0.50	)		$	(0.70	)

NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Balance Sheets
	Unaudited				(A)
	March 31,				June 30,
	2022				2021
	(In thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	183,712			$	198,572
Restricted cash		56,336				25,193
Accounts receivable, net of allowance of - March: $454; June: $267 and other receivables		24,435				26,583
Finance loans receivable, net of allowance of - March: $2,466; June: $2,349		22,196				21,142
Inventory		22,104				22,361
Total current assets before settlement assets		308,783				293,851
Settlement assets		364				466
Total current assets		309,147				294,317
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: $37,708; June: $38,535		5,851				7,492
OPERATING LEASE RIGHT-OF-USE		3,375				4,519
EQUITY-ACCOUNTED INVESTMENTS		7,275				10,004
GOODWILL		28,661				29,153
INTANGIBLE ASSETS, net of accumulated amortization of - March: $14,388; June: $16,403		298				357
DEFERRED INCOME TAXES		1,066				622
OTHER LONG-TERM ASSETS, including reinsurance assets		77,992				81,866
TOTAL ASSETS		433,665				428,330
LIABILITIES
CURRENT LIABILITIES
Short-term credit facilities for ATM funding		45,678				14,245
Accounts payable		5,102				7,113
Other payables		27,187				27,588
Operating lease liability - current		2,232				2,822
Income taxes payable		695				256
Total current liabilities before settlement obligations		80,894				52,024
Settlement obligations		364				466
Total current liabilities		81,258				52,490
DEFERRED INCOME TAXES		10,408				10,415
OPERATING LEASE LIABILITY - LONG TERM		1,345				1,890
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities		2,695				2,576
TOTAL LIABILITIES		95,706				67,371
REDEEMABLE COMMON STOCK		84,979				84,979
EQUITY
NET1 EQUITY:
COMMON STOCK
Authorized: 200,000,000 with $0.001 par value;
Issued and outstanding shares, net of treasury: March: 57,921,062; June: 56,716,620		80				80
PREFERRED STOCK
Authorized shares: 50,000,000 with $0.001 par value;
Issued and outstanding shares, net of treasury: March: -; June: -		-				-
ADDITIONAL PAID-IN-CAPITAL		304,430				301,959
TREASURY SHARES, AT COST: March: 24,891,292; June: 24,891,292		(286,951	)			(286,951	)
ACCUMULATED OTHER COMPREHENSIVE LOSS		(142,465	)			(145,721	)
RETAINED EARNINGS		377,886				406,613
TOTAL NET1 EQUITY		252,980				275,980
NON-CONTROLLING INTEREST		-				-
TOTAL EQUITY		252,980				275,980
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY	$	433,665			$	428,330

(A) Derived from audited consolidated financial statements.

NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
	Unaudited								Unaudited
	Three months ended								Nine months ended
	March 31,								March 31,
	2022				2021				2022				2021
	(In thousands)								(In thousands)
Cash flows from operating activities
Net loss	$	(3,327	)		$	(6,204	)		$	(28,727	)		$	(39,696	)
Depreciation and amortization		463				1,132				2,084				3,129
Impairment loss		(27	)			-				198				-
Movement in allowance for doubtful accounts receivable		91				299				1,217				913
Interest payable		(97	)			(25	)			(199	)			(46	)
Unrealized (gain) loss related to fair value adjustment to currency options		(2,391	)			-				38				-
Fair value adjustment related to financial liabilities		(152	)			(475	)			(476	)			1,201
Gain on disposal of equity securities		(720	)			-				(720	)			-
Loss on disposal of equity-accounted investment		346				-				346				13
Loss on disposal of equity-accounted investment - Bank Frick		-				472				-				472
(Earnings) Loss from equity-accounted investments		-				(55	)			1,156				20,098
Movement in allowance for doubtful loans		-				-				-				739
Change in fair value of equity securities		-				(10,814	)			-				(25,942	)
(Profit) Loss on disposal of property, plant and equipment		(1,077	)			(142	)			(2,598	)			600
Stock-based compensation charge		614				245				1,711				876
Dividends received from equity accounted investments		-				-				137				125
(Increase) Decrease in accounts receivable and finance loans receivable		(687	)			5,786				(2,966	)			4,230
(Increase) Decrease in inventory		(181	)			428				(27	)			2,642
(Decrease) Increase in accounts payable and other payables		(1,913	)			(894	)			(1,668	)			(4,393	)
Increase (Decrease) in taxes payable		395				(160	)			444				(15,498	)
(Decrease) Increase in deferred taxes		(112	)			2,153				(458	)			424
Net cash used in operating activities		(8,775	)			(8,254	)			(30,508	)			(50,113	)
Cash flows from investing activities
Capital expenditures		(834	)			(649	)			(1,721	)			(3,947	)
Proceeds from disposal of property, plant and equipment		1,538				254				3,529				345
Proceeds from disposal of equity securities		720				-				720				-
Proceeds from disposal of equity-accounted investment		819				-				819				-
Proceeds from disposal of equity-accounted investment - Bank Frick		-				18,568				7,500				18,568
Proceeds from disposal of Net1 Korea, net of cash disposed		-				-				-				20,114
Proceeds from disposal of DNI as equity-accounted investment		-				-				-				6,010
Loan to equity-accounted investment		-				-				-				(1,238	)
Repayment of loans by equity-accounted investments		-				-				-				134
Net change in settlement assets		5				745				102				6,190
Net cash provided by investing activities		2,248				18,918				10,949				46,176
Cash flows from financing activities
Proceeds from bank overdraft		95,048				55,280				406,398				261,759
Repayment of bank overdraft		(100,832	)			(103,195	)			(372,508	)			(268,303	)
Proceeds from issue of shares		20				35				759				53
Proceeds from disgorgement of shareholders' short-swing profits		-				-				-				124
Net change in settlement obligations		(5	)			(745	)			(102	)			(6,190	)
Net cash (used in) provided by financing activities		(5,769	)			(48,625	)			34,547				(12,557	)
Effect of exchange rate changes on cash		12,200				(2,263	)			1,295				10,839
Net (decrease) increase in cash, cash equivalents and restricted cash		(96	)			(40,224	)			16,283				(5,655	)
Cash, cash equivalents and restricted cash – beginning of period		240,144				267,054				223,765				232,485
Cash, cash equivalents and restricted cash – end of period	$	240,048			$	226,830			$	240,048			$	226,830

Net 1 UEPS Technologies, Inc.

Attachment A

Operating segment revenue, operating (loss) income and operating (loss) margin:

Three months ended March 31, 2022 and 2021 and June 30, 2021

		Three months ended											Change - actual				Change –constantexchange rate(2)
Key segmental data, in ’000, except margins		Mar 31,2022				Mar 31,2021				Dec 31,2021			Q3 '22vsQ3 '21		Q3 '22vsQ2 '22		Q3 '22vsQ3 '21		Q3 '22vsQ2 '22
Revenue:
Consumer		$	16,429			$	16,236			$	16,639		1	%	(1	%)	6	%	0	%
Merchant			18,478				12,171				14,102		52	%	31	%	58	%	33	%
Other			397				421				396		(6	%)	0	%	(2	%)	2	%
Subtotal: Operating segments			35,304				28,828				31,137		22	%	13	%	28	%	15	%
Intersegment eliminations			(102	)			-				(23	)	nm		343	%	nm		350	%
Consolidated revenue		$	35,202			$	28,828			$	31,114		22	%	13	%	27	%	15	%
Segment Adjusted EBITDA
Consumer(1)		$	(6,866	)		$	(7,610	)		$	(4,551	)	(10	%)	51	%	(6	%)	53	%
Merchant			1,271				273				795		366	%	60	%	386	%	62	%
Other			87				(3,315	)			123		nm		(29	%)	nm		(28	%)
Total Segment Adjusted EBITDA			(5,508	)			(10,652	)			(3,633	)	(48	%)	52	%	(46	%)	54	%
Corporate/Eliminations			(2,560	)			(1,404	)			(4,235	)	82	%	(40	%)	90	%	(39	%)
Subtotal			(8,068	)			(12,056	)			(7,868	)	(33	%)	3	%	nm		nm
Less: Lease adjustments			890				1,104				833		(19	%)	7	%	nm		nm
Less: Depreciation and amortization			463				1,132				726		(59	%)	(36	%)	nm		nm
Consolidated operating loss		$	(9,421	)		$	(14,292	)		$	(9,427	)	(34	%)	(0	%)	(31	%)	1	%
Segment Adjusted EBITDA (loss) margin (%)
Consumer			(41.8	%)			(46.9	%)			(27.4	%)
Merchant			6.9	%			2.2	%			5.6	%
Other			21.9	%			(787.4	%)			31.1	%
Consolidated EBITDA (loss) margin			(26.8	%)			(49.6	%)			(30.3	%)

(1) – Consumer Segment Adjusted EBITDA for Q3 2022, includes reorganization costs of $5.9 million.(2) – This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during Q3 2022 also prevailed during Q3 2021 and Q2 2022.

Nine months ended March 31, 2022 and 2021

										Change - actual		Change –constantexchangerate(2)
		Nine months ended March 31,								F2021 vs		F2021 vs
Key segmental data, in ’000, except margins		2021				2020				F2020		F2020
Revenue:
Consumer		$	50,232			$	47,867			5	%	(2	%)
Merchant			49,652				45,623			9	%	1	%
Other			1,220				2,855			(57	%)	(60	%)
Subtotal: Operating segments			101,104				96,345			5	%	(2	%)
Intersegment eliminations			(284	)			(76	)		274	%	247	%
Consolidated revenue		$	100,820			$	96,269			5	%	(3	%)
Segment Adjusted EBITDA
Consumer(1)		$	(20,871	)		$	(19,395	)		8	%	0	%
Merchant			3,951				4,471			(12	%)	(18	%)
Other			353				(10,285	)		nm		nm
Total Segment Adjusted EBITDA			(16,567	)			(25,209	)		(34	%)	(39	%)
Corporate/Eliminations			(8,775	)			(8,943	)		(2	%)	(9	%)
Subtotal			(25,342	)			(34,152	)		(26	%)	nm
Less: Lease adjustments			2,647				2,991			(12	%)	nm
Less: Depreciation and amortization			2,084				3,129			(33	%)	nm
Consolidated operating loss		$	(30,073	)		$	(40,272	)		(25	%)	(31	%)
Segment Adjusted EBITDA (loss) margin (%)
Consumer			(41.5	%)			(40.5	%)
Merchant			8.0	%			9.8	%
Other			28.9	%			(360.2	%)
Consolidated EBITDA (loss) margin			(29.8	%)			(41.8	%)

(1) – Consumer Segment Adjusted EBITDA for fiscal 2022, includes reorganization costs of $5.9 million.(2) – This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during the year to date fiscal 2022 also prevailed during the year to date fiscal 2021.

Earnings (Loss) from equity-accounted investments:

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

	Three months ended March 31,										Nine months ended March 31,
		2022			2021			%change			2022				2021			%change
Bank Frick	$	-		$	177			nm		$	-			$	1,156			nm
Share of net income		-			177			nm			-				1,156			nm
Finbond		-			-			nm			(1,156	)			(20,267	)		(94	%)
Share of net loss		-			-			nm			(1,156	)			(2,617	)		(56	%)
Impairment		-			-			nm			-				(17,650	)		nm
Other		-			(122	)		nm			-				(987	)		nm
Share of net loss		-			(122	)		nm			-				(439	)		nm
Impairment		-			-			nm			-				(548	)		nm
Earnings (Loss) from equity-accounted investments	$	-		$	55			nm		$	(1,156	)		$	(20,098	)		(94	%)

Net 1 UEPS Technologies, Inc.

Attachment B

Reconciliation of GAAP operating loss to EBITDA loss and adjusted EBITDA loss:

Three and nine months ended March 31, 2022 and 2021

	Three months ended March 31,								Nine months ended March 31,
	2022				2021				2022				2021
Operating loss - GAAP	$	(9,421	)		$	(14,292	)		$	(30,073	)		$	(40,272	)
Depreciation and amortization		463				1,132				2,084				3,129
Operating loss before depreciation and amortization		(8,958	)			(13,160	)			(27,989	)			(37,143	)
Reorganization costs		5,852				-				5,852				-
Allowance for doubtful EMI loans receivable		-				-				-				739
Transaction costs		236				337				2,121				1,705
Adjusted EBITDA loss	$	(2,870	)		$	(12,823	)		$	(20,016	)		$	(34,699	)

Reconciliation of GAAP net loss and loss per share, basic, to fundamental net loss and loss per share, basic:

Three months ended March 31, 2022 and 2021

	Net (loss) income(USD '000)						(L)PS, basic (USD)						Net (loss) income(ZAR '000)						(L)PS, basic (ZAR)
	2022			2021			2022			2021			2022			2021			2022			2021
GAAP	(3,327	)		(6,204	)		(0.06	)		(0.11	)		(51,940	)		(92,796	)		(0.90	)		(1.63	)
Gain related to fair value adjustment to currency options	(6,120	)		-									(95,545	)		-
Reorganization costs, net of tax	5,852			-									91,361			-
Transaction costs	236			337									3,684			5,041
Stock-based compensation charge	614			245									9,586			3,665
Gain on disposal of equity securities	(720	)		-									(11,241	)		-
Loss on sale of equity-accounted investment	346			-									5,402			-
Intangible asset amortization, net	11			66									184			990
Change in fair value of equity securities, net	-			(8,543	)								-			(127,783	)
Loss on disposal of equity-accounted investment - Bank Frick	-			472									-			7,060
Fundamental	(3,108	)		(13,627	)		(0.05	)		(0.24	)		(48,509	)		(203,823	)		(0.84	)		(3.60	)

Nine months ended March 31, 2022 and 2021

	Net (loss) income (USD '000)						(L) EPS, basic (USD)						Net (loss) income (ZAR '000)						(L)EPS, basic (ZAR)
	2022			2021			2022			2021			2022			2021			2022			2021
GAAP	(28,727	)		(39,696	)		(0.50	)		(0.70	)		(430,545	)		(639,798	)		(7.51	)		(11.27	)
Reorganization costs, net of tax	5,852			-									87,706			-
Gain related to fair value adjustment to currency options	(3,691	)		-									(55,319	)		-
Transaction costs	2,120			1,705									31,774			27,480
Stock-based compensation charge	1,711			876									25,644			14,119
Gain on disposal of equity securities	(720	)		-									(10,791	)		-
Loss on sale of equity-accounted investment	346			13									5,186			210
Intangible asset amortization, net	38			184									551			2,971
Change in fair value of equity securities, net	-			(20,494	)								-			(330,313	)
Impairment of equity method investments	-			18,198									-			281,729
Reversal of deferred taxes related to impairment of equity method investment	-			(1,353	)								-			(22,633	)
Allowance for doubtful EMI loans receivable	-			739									-			11,911
Loss on disposal of equity-accounted investment - Bank Frick	-			472									-			7,607
Fundamental	(23,071	)		(39,356	)		(0.40	)		(0.69	)		(345,794	)		(646,717	)		(6.03	)		(11.39	)

Net 1 UEPS Technologies, Inc.

Attachment C

Reconciliation of net loss used to calculate loss per share basic and diluted and headline loss per share basic and diluted:

Three months ended March 31, 2022 and 2021

		2022			2021
Net loss (USD’000)		(3,327	)		(6,204	)
Adjustments:
Gain on disposal of equity securities		(720	)		-
Loss on sale of equity-accounted investment		346			-
Loss on disposal of equity-accounted investment - Bank Frick		-			430
Impairment loss		(27	)		-
Profit on sale of property, plant and equipment		(1,077	)		(142	)
Tax effects on above		302			40
Net loss used to calculate headline loss (USD’000)		(4,503	)		(5,876	)
Weighted average number of shares used to calculate net loss per share basic loss and headline loss per share basic loss (‘000)		57,791			56,646
Weighted average number of shares used to calculate net loss per share diluted loss and headline loss per share diluted loss (‘000)		57,791			56,921
Headline loss per share:
Basic, in USD		(0.08	)		(0.10	)
Diluted, in USD		(0.08	)		(0.10	)

Nine months ended March 31, 2022 and 2021

		2022			2021
Net loss (USD’000)		(28,727	)		(39,696	)
Adjustments:
Gain on disposal of equity securities		(720	)		-
Loss on sale of equity-accounted investment		346			-
Impairment loss		198			-
Impairment of equity method investments		-			18,198
Loss on disposal of equity-accounted investment - Bank Frick		-			430
Impairment loss		198			-
(Profit) Loss on sale of property, plant and equipment		(2,598	)		600
Tax effects on above		727			(1,521	)
Net loss used to calculate headline loss (USD’000)		(30,774	)		(21,989	)
Weighted average number of shares used to calculate net loss per share basic loss and headline loss per share basic loss (‘000)		57,322			56,803
Weighted average number of shares used to calculate net loss per share diluted loss and headline loss per share diluted loss (‘000)		57,322			56,895
Headline loss per share:
Basic, in USD		(0.54	)		(0.39	)
Diluted, in USD		(0.54	)		(0.39	)

Calculation of the denominator for headline diluted loss per share

	2022		2021		2022		2021
Basic weighted-average common shares outstanding and unvested restricted shares expected to vest under GAAP	57,791		56,646		57,322		56,803
Effect of dilutive securities under GAAP	-		275		-		92
Denominator for headline diluted loss per share	57,791		56,921		57,322		56,895

Weighted average number of shares used to calculate headline diluted loss per share represents the denominator for basic weighted-average common shares outstanding and unvested restricted shares expected to vest plus the effect of dilutive securities under GAAP. We use this number of fully-diluted shares outstanding to calculate headline diluted loss per share because we do not use the two-class method to calculate headline diluted loss per share.