The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2019, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q.

Forward-looking statements

Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry'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" in this report and in our Annual Report on Form 10-K for the year ended June 30, 2019. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" 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 thereto and which we have filed with the United States Securities and Exchange Commission completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Recent Developments

Impact of COVID-19

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. Our operations were impacted by government-imposed restrictions to contain the spread of the COVID-19 pandemic. Specifically, on March 27, 2020, the South African government imposed certain emergency measures to combat the spread of COVID-19, including implementation of travel bans and closures of factories, schools, public buildings, and businesses. Our businesses outside South Africa have also been affected and these operations and their employees are also complying with similar restrictions.

Business and operations

The restrictions limit movement of our customers and employees and govern the access that we and our customers and business partners have to our corporate head office and operating branches and offices. A number of our South African businesses have been classified as essential services and therefore we have been able to operate these businesses, including our EasyPay payment processing and value-added services operations, the operation of bank accounts and our national ATM network.

However, we were required to suspend our South African lending and other financial services activities to the extent that they operate through branches, and therefore we were prohibited from marketing and selling loans and other financial products on a face-to-face basis from the end of March 2020 and these restrictions remain in place at the time of this report. During April we developed a system to grant loans to repeat customers using mobile phone-based USSD strings, and this was launched through targeted SMS marketing in early May 2020. Collections of amounts due from existing loans at the end of March 31, 2020, were unaffected by the COVID-19 pandemic and government-imposed restrictions. We have considered the impact of COVID-19 on the collectability of the outstanding balance as of March 31, 2020, and determined that an increase in the allowance for doubtful finance loans receivable specifically related to the COVID-19 pandemic was not required. We have made this determination because we currently do not expect the pandemic to significantly impact our customer base's ability to repay amounts due over the next five months.

During the three months ended March 31, 2020, we experienced gross loan originations of approximately ZAR 80 to ZAR 110 million per month. We expect a stepped reduction in our lending revenue as the book unwinds and, assuming no lending activities during the next two quarters, would expect to record approximately 70% of the revenue related to the March 2020 book in the fourth quarter of fiscal 2020 and 30% in the first quarter of fiscal 2021. We expect that our lending book and revenue will increase once we are able to commence lending activities again, however, we are unable to predict the level of origination through the new distribution channel or when we will be able to commence face-to-face lending in branches again, or the expected growth rate in the lending book. We believe it prudent to hold sufficient cash reserves to fund our loan book once we are able to commence lending again. We believe that we will be able to more effectively and efficiently grow the loan book using our surplus cash reserves compared to using externally provided debt funding from financial institutions because we believe that negotiating funding arrangements may impact on our ability to rapidly grow our lending book without external interventions and limitations. We believe that there will be significant demand for these products once the operating restrictions are lifted, but that the credit criteria will need to be closely monitored.



                                       51

--------------------------------------------------------------------------------

We are currently also prohibited from charging certain banking-related fees to our South African customers. We estimate that we had to forgo cash withdrawal fees of approximately ZAR 8.2 million during the month of March 2020. We expect that we will forgo monthly cash withdrawal fees of between ZAR 18 to ZAR 20 million until we are allowed to charge our customers to withdraw cash from our ATM network once again. We do continue to earn interchange fees in respect of cash withdrawals from our ATMs performed by the customers of other issuers

Our South African insurance business has not experienced a significant increase in benefit claims, however, its ability to write new policies has been impacted by the temporary closure of our financial services branches and the mandatory requirement for our employees to remain at home.

IPG has been adversely impacted by the pandemic as its business development activities have been negatively affected by travel restrictions and it has been unable to commence direct marketing and the launching of new products and services. Furthermore, the processing volumes on the merchants it does service were affected by the retail operation restrictions in many countries.

We incurred in expenses of approximately ZAR 2.0 million directly related to responding to the pandemic's impact on our business during the third quarter of fiscal 2020. This expenditure related to the acquisition of sanitisers, masks and gloves for our employees and for the use of customers in our branches. Since March 31, 2020, we have incurred direct expenditure of approximately ZAR 1.0 million related to the purchase of thermometers to record and monitor our employees' temperature as mandated by certain South African lending regulations in order to identify COVID-19 infections.

We expect certain supply disruptions once government-imposed restrictions are lifted and there is an increase in consumer demand, however, we currently do not believe that these disruptions will significantly impact our operations.

Employees

We closed a number of our offices and operating locations in order to comply with government regulations and for the general well-being of our employees following the outbreak of the pandemic. Where possible, we have provided the necessary facilities (computer equipment, data cards etc.) for our employees to operate remotely. We have provided the necessary protective equipment and sanitization facilities for those employees that continue to operate within our offices and operating locations.

Cash resources and liquidity

We believe we have sufficient cash reserves to support us through the next twelve months following the disposal of Net1 Korea and DNI (refer to Note 2 and Note 6 to our unaudited condensed consolidated financial statements). Together with our existing cash reserves, we also believe that our credit facilities are sufficient to fund our ATM network.

Our cash generation will be impacted by our inability to operate unhindered and by fewer customers visiting our financial services locations. We expect that our South African cash reserves will increase over the next five months as our lending book unwinds and repayments are received but we expect to redeploy these cash reserves back into our lending business as soon as we are able to lend directly again. Our lending book peaked at approximately ZAR 370 million in the six months leading up to March 31, 2020, and we plan to grow this book to approximately ZAR 800 million within the first twelve months once we can commence lending again. Therefore, in the period from April 1, 2020 through to the earlier of when we are able to commence lending again and August 2020, we expect that we will receive cash inflows from the unwind of our lending book which can be used, together with our surplus cash reserves, to fund our operating activities due to the shortfall in lending revenue and transaction fees. However, once we commence lending again, we expect a sudden and significant operating cash outflow, which we will fund from existing cash reserves.

We believe that our South African insurance business is adequately capitalized and do not expect to have to provide additional funding to the business in the foreseeable future. We will continue to fund our European initiatives until they return to profitability.

Financial position and impairments

We do not believe that the pandemic has significantly impacted the carrying value of long-lived assets and equity method investments to date. We recorded non-COVID-19 related impairments in respect of certain of our equity-method investments - refer to Note 7 to our unaudited condensed consolidated financial statements and "-Critical Accounting Policies" below.

Control environment

We do not expect the pandemic to have a significant impact on our internal control environment.



                                       52

--------------------------------------------------------------------------------

While we have not incurred significant disruptions thus far from the COVID-19 outbreak, we are unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, actions that may be taken by governmental authorities, the impact on our customers and other factors identified in Part II, Item 1A. "Risk Factors-The COVID-19 pandemic has disrupted our business and results of operations. We are unable to ascertain the impact the pandemic will have on our future financial position, operations, cash flows and stock price." in this Form 10-Q. We will continue to evaluate the nature and extent of the impact to our business, consolidated results of operations, and financial condition.

Financial Inclusion Activities in South Africa

Having taken dramatic steps to reduce costs in our South African operations in fiscal 2019, our focus in fiscal 2020 has been to transition our South African financial inclusion activities towards a business-to-consumer, or B2C, model. We have developed new banking products in cooperation with Finbond and stabilized our financial services offerings, while continuing to make our distribution and infrastructure more efficient. Our ability to expand our account base and financial services offerings have been constrained by the availability of sufficient liquidity through March 2020. Following the asset disposals during the fiscal year, we intended to commence with the marketing of new account, payment and loan products in South Africa by injecting adequate liquidity to support such growth over the following twelve months. However, with South Africa going into a lockdown period as a result of COVID-19, we will only be able to commence with these activities once the government-imposed restrictions have been lifted as our targeted customers typically require face-to-face interactions.

Under the government-imposed restrictions due to COVID-19, we have been unable to grow our loan book during the lock down period as the face-to-face marketing and sales of loan and other financial products is prohibited, as well as having to waive fees on certain types of essential services such as ATM withdrawals by grant recipients during the lockdown period. The collectability and operations of existing loans have continued and we have not observed any operational or risk changes to our customer repayment behavior to date. As a result of these events, our loan book will shrink over the next quarter because loans will be repaid but not reissued. During the third quarter of fiscal 2020, we launched new loan products in collaboration with Finbond utilizing their balance sheet. These loans are to the higher , Living Standard Measure, or LSM, customers and therefore the first of our efforts to move up to a higher income customer segment. This initiative is also affected by the current lockdown regulations. We continue to work with Grindrod Bank on our ATM and other acquiring initiatives.

International Activities

IPG - IPG has completed its restructuring, and its newly developed issuing, acquiring and processing products, together with its new brand are ready for deployment. Bank Frick recently received authorization from Visa to conclude a Payment Facilitator agreement with IPG and we are now able to launch our new model with Bank Frick in earnest. We have also been engaging with other financial institutions around Payment Facilitator status and these discussions have progressed well, though with less strategic support or favorable commercials compared to our agreements with Bank Frick. With IPG's focus on European markets, our ability to rapidly scale this business is likely to be constrained by the current restrictions prevalent in many of the targeted territories. We are currently completing final tests on our first product in the crypto-currency/ blockchain market, which is expected to launch during the fourth quarter of fiscal 2020 and additional products are expected to follow later in the year.

Bank Frick - Following Net1's cancellation of its option to acquire a controlling interest in Bank Frick, the bank remains focused on serving financial intermediaries and further expanding its blockchain banking activities. It also remains the only bank in Liechtenstein to hold acquiring licenses from both Visa and MasterCard. During the year ended December 31, 2019, Bank Frick for the first time reported commission and service revenue that exceeded interest income. Assets under management for the year ended December 31, 2019 were CHF 2.7 billion, an increase of 3% year-over-year. Prior to the COVID-19 pandemic in Europe, Bank Frick had expected net income in the year ended December 31, 2020 to increase over 40% compared to 2019. However, its ability to meet this target will depend on the extent of the impact of COVID-19 on its operating environment and it is too early to make any assessment in this regard.

We will continue to collaborate with Bank Frick to introduce new payment and blockchain-related products.

Carbon - Prior to the outbreak of the COVID-19 pandemic and its resulting impact in Nigeria, Carbon had continued to report exponential sequential growth across all the key indicators of its business. However, it has reacted quickly to the changing circumstances, tightening lending criteria and communicating regularly with its customers, particularly as Nigeria faces the additional challenge of low oil prices. It has successfully raised local funding in recent months and was able to settle most of its U.S. dollar-denominated lending prior to the crisis. We believe it is well positioned to recommence its growth once conditions stabilize and it is looking to transform from a digital lender to a digital bank over the next few years.

India - Following MobiKwik's approval to become an issuer, we have made further progress on the relaunch of our virtual card project with them as the issuer, and anticipate that we will be in a position to start issuing cards in the second half of calendar year 2020. MobiKwik itself continues to perform ahead of expectations, primarily due to its successful transition to being a digital financial services provider. For the quarter ended March 31, 2020, MobiKwik recorded unaudited annualized gross revenue of $74 million, up from $38 million for the quarter ended March 31, 2019.



                                       53

--------------------------------------------------------------------------------

It has been contribution margin positive since October 2018 and has been at around cash EBITDA breakeven since the month of August 2019. COVID-19 is expected to have a positive impact on its payments business but a nationwide 180-day moratorium on all term loan repayments is likely to reduce top line growth in the June 2020 quarter. MobiKwik disbursed approximately 150,000 new loans per month during the March 2020 quarter.

Progress on corporate activities

We have executed a number of corporate actions in accordance with our strategic review over the past nine months:

Sale of KSNET in Korea - On March 9, 2020, we sold 100% of KSNET for approximately $237 million. Refer to Note 2 to our unaudited condensed consolidated financial statements for additional information regarding this transaction. Our Korean operation has been reported as a discontinued operation.

Disposal of DNI - On March 31, 2020, we agreed to sell our remaining interest in DNI for approximately $48.0 million. The transaction closed on April 1, 2020. Refer to Note 7 to our unaudited condensed consolidated financial statements for additional information regarding this transaction.

Cell C - We continued to carry the value of our Cell C investment at $0 (zero) as of March 31, 2020. Cell C has concluded its infrastructure sharing agreement with MTN, and is now focused on its recapitalization. While it remains in default on its various lending arrangements, Cell C and its lenders are working constructively towards formulating a recapitalization intended to ensure its long-term sustainability and allow Cell C to focus on its core business. Progress has been made over the last quarter assisted by an improved operating performance.

SASSA Contract Expiration

Although we have not been involved operationally with SASSA since September 30, 2018, we have been actively trying to resolve all legal and legacy outstanding items to allow us to focus on our core business. All developments during the third quarter of 2020 regarding various issues and disputes related to the expired SASSA contract involve legal proceedings and are discussed under Part II, Item 1.-" Legal Proceedings".

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities, including uncertainty in the current economic environment due to the recent outbreak of COVID-19. 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. We have identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K for the year ended June 30, 2019:



   º Valuation of investment in Cell C;
   º Business combinations and the recoverability of goodwill;
   º Intangible assets acquired through acquisitions;
   º Deferred taxation;
   º Stock-based compensation;
   º Accounts receivable and allowance for doubtful accounts receivable; and
   º Accounting for transactions following September 2019 Supreme Court ruling.

In addition, we identified the following policy with respect to the recoverability of equity-accounted investments as a new critical accounting policy.

Recoverability of equity-accounted investments



                                       54

--------------------------------------------------------------------------------

We review our equity-accounted investments for impairment whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. In performing this review, we are required to estimate the fair value of our equity-accounted investments. The determination of the fair value of our equity-accounted investments requires us to make significant judgments and estimates. In determining the fair value of certain of our equity-accounted investments, we have considered (i) for DNI specifically, the fair value of consideration received on April 1, 2020, adjusted for the accumulated foreign currency translation reserve (iii) and the net asset value of the equity-accounted investment being assessed as a proxy of fair value because reasonable cash flows forecasts are not available, (ii) price/ book multiples applicable to peer and industry comparables of certain of our equity-accounted investments. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain.

We performed an impairment assessment as of March 31, 2020, for certain of our equity-accounted investments following the identification of certain impairment indicators. The results of our impairment tests as of March 31, 2020, resulted in impairments of $27.8 million related to our equity-accounted investments, as discussed in Note 7 to our unaudited condensed consolidated financial statements.

Recent accounting pronouncements adopted

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

Recent accounting pronouncements not yet adopted as of March 31, 2020

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of March 31, 2020, including the expected dates of adoption and effects on our financial condition, results of operations and cash flows.

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     Nine months ended    Year end
                                        March 31,              March 31,        June 30,
                                     2020        2019       2020       2019       2019

ZAR : $ average exchange rate 15.3728 14.0207 14.9191 14.1319 14.1926 Highest ZAR : $ rate during period 17.9224 14.6337 17.9224 15.4335 15.4335 Lowest ZAR : $ rate during period 13.9996 13.3064 13.8973 13.1528 13.1528 Rate at end of period

                17.8922    14.4789    17.8922    14.4789    14.0840


                                [[Image Removed]]

                                       55

--------------------------------------------------------------------------------

Translation exchange rates for financial reporting purposes

We are required to translate our results of operations from ZAR to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the March 31, 2020 and June 30, 2019, vary slightly from the averages shown in the table above. The translation rates we use in presenting our results of operations are the rates shown in the following table:



                                    Three months ended     Nine months ended    Year end
Table 2                                 March 31,              March 31,        June 30,
                                     2020        2019       2020       2019       2019

Income and expense items: $1 = ZAR 15.3667 14.1703 15.9596 14.2665 14.2688

Balance sheet items: $1 = ZAR 17.8922 14.4789 17.8922 14.4789 14.0840

Results of operations

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

Our operating segment revenue presented in "-Results of operations by operating segment" represents total revenue per operating segment before intercompany eliminations. A reconciliation between total operating segment revenue and revenue presented in our consolidated financial statements is included in Note 19 to those statements.

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

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

Third quarter of fiscal 2020 compared to third quarter of fiscal 2019

The following factors had a significant impact on our results of operations for our continuing operations during the third quarter of fiscal 2020 as compared with the same period in the prior year:

• Higher revenue: Our revenues increased 8% in ZAR primarily due to higher South African transaction fees, partially offset by lower ad-hoc technology sales and lower processing volumes at IPG;

• Ongoing operating losses: While operating costs have reduced significantly, we continue to experience operating losses in South Africa and at IPG, as a result of depressed revenues, coupled with a high fixed-cost infrastructure. We also recorded impairment losses of $6.3 million during the third quarter of fiscal 2020; and

• Adverse foreign exchange movements: The U.S. dollar appreciated 8% against the ZAR during the third quarter of fiscal 2020, which adversely impacted our reported results.



                                       56

--------------------------------------------------------------------------------

Consolidated overall results of operations

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

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



                                                   In United States Dollars
Table 3                                                    (US GAAP)
                                                 Three months ended March 31,
                                             2020(A)        2019(A)
                                                        (as restated)(B)     $ %
                                              $ '000         $ '000        change
Revenue                                        36,514             36,586      (0%)
Cost of goods sold, IT processing,
servicing and support                          25,783             29,423     (12%)
Selling, general and administration            17,454             27,597     (37%)
Depreciation and amortization                   1,153              3,342     (65%)
Impairment loss                                 6,336                  -        nm
Operating loss                               (14,212)           (23,776)     (40%)
Change in fair value of equity securities           -           (26,263)        nm
Interest income                                   570              1,204     (53%)
Interest expense                                1,886              3,092     (39%)
Impairment of Cedar Cellular note                   -              2,622        nm
Loss before income taxes                     (15,528)           (54,549)     (72%)
Income tax expense (benefit)                      640            (3,551)        nm
Net loss before loss from equity-accounted
investments                                  (16,168)           (50,998)     (68%)
Loss from equity-accounted investments       (32,193)              (537)    5,895%
Net loss from continuing operations          (48,361)           (51,535)      (6%)
Net income from discontinued operations           747              1,163     (36%)
Gain (Loss) from disposal of discontinued
operations, net of tax                         12,733            (9,175)        nm
Net loss                                     (34,881)           (59,547)     (41%)
Less net income attributable to
non-controlling interest                            -              (728)        nm
Continuing                                          -              (485)        nm
Discontinued                                        -              (243)        nm
Net (loss) income attributable to us         (34,881)           (58,819)     (41%)
Continuing                                   (48,361)           (51,050)      (5%)
Discontinued                                   13,480            (7,769)        nm


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



                                       57

--------------------------------------------------------------------------------



                                                     In South African Rand
Table 4                                                    (US GAAP)
                                                  Three months ended March 31,
                                              2020(A)        2019(A)
                                                         (as restated)(B)    ZAR %
                                             ZAR '000        ZAR '000       change
Revenue                                        561,100            518,504        8%
Cost of goods sold, IT processing,
servicing and support                          396,200            416,989      (5%)
Selling, general and administration            268,210            391,110     (31%)
Depreciation and amortization                   17,718             47,363     (63%)
Impairment loss                                 97,363                  -        nm
Operating loss                               (218,391)          (336,958)     (35%)
Change in fair value of equity securities            -          (372,204)        nm
Interest income                                  8,759             17,064     (49%)
Interest expense                                28,982             43,820     (34%)
Impairment of Cedar Cellular note                    -             37,160        nm
Loss before income taxes                     (238,614)          (773,078)     (69%)
Income tax expense (benefit)                     9,835           (50,325)        nm
Net loss before loss from equity-accounted
investments                                  (248,449)          (722,753)     (66%)
Loss from equity-accounted investments       (494,700)            (7,610)    6,401%

Net loss from continuing operations (743,149) (730,363) 2% Net income from discontinued operations 11,479

             16,482     (30%)
Gain (Loss) from disposal of discontinued
operations, net of tax                         195,664          (130,030)        nm
Net loss                                     (536,006)          (843,911)     (36%)
Less net income attributable to
non-controlling interest                             -           (10,317)        nm
Continuing                                           -            (6,874)        nm
Discontinued                                         -            (3,443)        nm

Net (loss) income attributable to us (536,006) (833,594) (36%) Continuing

                                   (743,149)          (723,489)        3%
Discontinued                                   207,143          (110,105)        nm


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

(B) Refer to Note 1.

The increase in revenue was primarily due to an increase in South African transaction fees, driven primarily by an increase in ATM transaction volumes, but partially offset by a lower contribution from IPG and fewer technology sales.

The decrease in cost of goods sold, IT processing, servicing and support was primarily due to lower costs incurred to operate our South African infrastructure, following the extensive restructuring performed last year.

The decrease in selling, general and administration expense was primarily due to lower costs incurred by our South Africa business as we transition our business strategy in South Africa. This resulted in lower fixed costs (including premises and staff costs) during the third quarter of fiscal 2020. During the third quarter of fiscal 2019, we also incurred retrenchment costs of $4.5 million (ZAR 63.8 million).

Depreciation and amortization decreased primarily due to lower overall amortization of intangible assets that are fully amortized and tangible assets that are fully depreciated during the third quarter of fiscal 2020.

During the third quarter of fiscal 2020, we recorded an impairment loss of $5.6 million related to the impairment of a portion of our EasyPay business unit's allocated goodwill and a $0.7 million impairment loss related to our Maltese e-money license (refer to Note 8).

Our operating loss margin for the third quarter of fiscal 2020 and 2019 was (38.9%) and (65.0%), respectively. We discuss the components of operating income margin under "-Results of operations by operating segment."

There was no change in the fair value of equity securities during the third quarter of fiscal 2020. We continue to carry our investment in Cell C at $0 (zero). The change in fair value of equity securities during the third quarter of fiscal 2019 represented a non-cash fair value adjustment loss related to Cell C. Refer to Note 6 of our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation.



                                       58

--------------------------------------------------------------------------------

Interest on surplus cash decreased to $0.6 million (ZAR 8.8 million) from $1.2 million (ZAR 17.1 million), due primarily to the lower average daily cash balances and cash used to fund the operating losses in the South African operations.

Interest expense decreased to $1.9 million (ZAR 29.0 million) from $3.1 million (ZAR 43.8 million), due to a reduction in our long-term South African debt, but partially offset by higher interest expense related to cash borrowed to stock our ATMs and utilization of our overdraft facilities.

During the third quarter of fiscal 2019, we recorded an impairment loss of $2.6 million related to our Cedar Cellular note as discussed in Note 7 of our unaudited condensed consolidated financial statements.

Fiscal 2020 tax expense was $0.6 million (ZAR 9.8 million) compared to an income tax benefit of $(3.6) million (ZAR (50.3) million) in fiscal 2019. Our effective tax rate for fiscal 2020, was impacted by non-deductible impairment losses, on-going losses incurred by IPG and certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding those net operating losses, non-deductible expenses, including transaction-related expenditure, and tax expense recorded by our profitable businesses in South Africa.

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



DNI was accounted for using the equity method during the third quarter of fiscal
2020. Finbond is listed on the Johannesburg Stock Exchange and reports its
six-month results during our first quarter and its annual results during our
fourth quarter. The table below presents the relative (loss) earnings from our
equity accounted investments:

Table 5                               Three months ended March 31,
                                         2020               2019          $ %
                                        $ '000             $ '000       change
DNI                                        (10,852)                 -        nm
Share of net income                           1,563                 -        nm
Amortization of intangible
assets, net of deferred tax                   (419)                 -        nm
Impairment                                 (11,996)                 -        nm
Bank Frick                                 (18,393)              (90)   20,337%
Share of net income                              15                52     (71%)
Amortization of intangible
assets, net of deferred tax                   (147)             (142)        4%
Impairment                                 (18,261)                 -        nm
Other                                       (2,948)             (447)      560%
Share of net loss                             (448)             (447)        0%
Impairment                                  (2,500)                 -        nm
                                           (32,193)             (537)    5,895%

Refer to Note 7 of our unaudited condensed consolidated financial statements for additional information related to the impairment of certain of our equity-accounted investments.



                                       59

--------------------------------------------------------------------------------

Results of operations by operating segment

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



Table 6                          In United States Dollars (US GAAP)

                                    Three months ended March 31,
                            2020      % of      2019      % of
Operating Segment          $ '000    total     $ '000    total    % change
Consolidated revenue:
South African
transaction processing      19,883      36%     17,374      20%        14%
International
transaction processing      20,608      37%     34,358      40%      (40%)
Continuing                   1,564       3%      2,302       3%      (32%)
Discontinued                19,044      34%     32,056      37%      (41%)
Financial inclusion and
applied technologies        17,651      32%     36,650      42%      (52%)
Continuing                  17,651      32%     18,808      21%       (6%)
Discontinued                     -        -     17,842      21%         nm
Subtotal: Operating
segments                    58,142     142%     88,382     142%      (34%)
Corporate/Eliminations     (2,584)    (42%)    (1,898)    (42%)        36%
Total consolidated
revenue                     55,558     100%     86,484     100%      (36%)
Continuing                  36,514      66%     36,586      42%       (0%)
Discontinued                19,044      34%     49,898      58%      (62%)
Consolidated operating
(loss) income:                                                          nm
South African
transaction processing     (8,668)      68%   (12,954)      60%      (33%)
International
transaction processing       (415)       3%      1,909     (9%)         nm
Continuing                 (3,168)      25%    (1,939)       9%        63%
Discontinued                 2,753    (22%)      3,848    (18%)      (28%)
Financial inclusion and
applied technologies         (927)       7%      3,227    (15%)         nm
Continuing                   (927)       7%    (4,911)      23%      (81%)
Discontinued                     -        -      8,138    (38%)         nm
Subtotal: Operating
segments                  (10,010)      81%    (7,818)      27%        28%
Corporate/eliminations     (2,686)      19%   (13,865)      73%      (81%)
Continuing                 (1,449)       9%    (3,972)      27%      (64%)
Discontinued               (1,237)      10%    (9,893)      46%      (87%)
Total consolidated
operating (loss) income   (12,696)     100%   (21,683)     100%      (41%)
Continuing                (14,212)     112%   (23,776)     110%      (40%)
Discontinued                 1,516    (12%)      2,093    (10%)      (28%)



                                       60

--------------------------------------------------------------------------------



Table 7                            In South African Rand (US GAAP)

                                     Three months ended March 31,
                            2020       % of      2019       % of
Operating Segment         ZAR '000    total    ZAR '000    total    % change
Consolidated revenue:
South African
transaction processing      305,536      36%     246,228      20%        24%
International
transaction processing      316,677      37%     486,928      40%      (35%)
Continuing                   24,034       3%      32,624       3%      (26%)
Discontinued                292,643      34%     454,304      37%      (36%)
Financial inclusion and
applied technologies        271,238      32%     519,411      42%      (48%)
Continuing                  271,238      32%     266,551      21%         2%
Discontinued                      -        -     252,860      21%         nm
Subtotal: Operating
segments                  1,210,128     142%   1,739,495     142%      (30%)
Corporate/Eliminations     (39,708)    (42%)    (26,899)    (42%)        48%
Total consolidated
revenue                     853,743     100%   1,225,669     100%      (30%)
Continuing                  561,100      66%     518,504      42%         8%
Discontinued                292,643      34%     707,164      58%      (59%)
Consolidated operating
(loss) income:                                                            nm
South African
transaction processing    (133,199)      68%   (183,587)      60%      (27%)
International
transaction processing      (6,377)       3%      27,055     (9%)         nm
Continuing                 (48,682)      25%    (27,480)       9%        77%
Discontinued                 42,305    (22%)      54,535    (18%)      (22%)
Financial inclusion and
applied technologies       (14,245)       7%      45,734    (15%)         nm
Continuing                 (14,245)       7%    (69,600)      23%      (80%)
Discontinued                      -        -     115,333    (38%)         nm
Subtotal: Operating
segments                  (153,821)      81%   (110,798)      27%        39%
Corporate/eliminations     (41,275)      19%   (196,498)      73%      (79%)
Continuing                 (22,266)       9%    (56,292)      27%      (60%)
Discontinued               (19,009)      10%   (140,206)      46%      (86%)
Total consolidated
operating (loss) income   (195,096)     100%   (307,296)     100%      (37%)
Continuing                (218,392)     112%   (336,958)     110%      (35%)
Discontinued                 23,296    (12%)      29,662    (10%)      (21%)

South African transaction processing

The increase in segment revenue was primarily due to an increase in transactions performed through our ATM network, but partially offset by lower fees as a result of fewer EPE and SASSA accounts. Our revenue for the third quarter of fiscal 2020 was adversely impacted by ZAR 8.2 million ($0.5 million) as a result of the COVID-19 pandemic as we were unable to charge certain cash withdrawal fees to customers as a result of the lockdown during the last few days of March 2020. Excluding the impact of the $5.6 million EasyPay goodwill impairment loss, our South African transaction processing operating segment revenue and operating loss have been adversely impacted by the loss of EPE and SASSA customers. The reduced operating loss in the segment is due to the cost cutting that has occurred over the last 12 months.

Our operating loss margin for the third quarter of fiscal 2020 and 2019 was (43.6%) and (74.6%), respectively. Our operating loss margin for the third quarter of fiscal 2020 excluding the goodwill impairment of $5.6 million was (15.5%).

International transaction-based activities

Segment revenue from continuing operations was lower during the third quarter of fiscal 2020, primarily due to an ongoing contraction in IPG transaction volumes. Operating loss from continuing operations during the third quarter of fiscal 2020 increased compared with fiscal 2019 due to higher operating losses incurred by IPG, reflecting the high fixed costs component of the business.

Our operating loss margin for the third quarter of fiscal 2020 and 2019 was (202.6%) and (84.2%), respectively.



                                       61

--------------------------------------------------------------------------------

Financial inclusion and applied technologies

In ZAR, segment revenue from continuing operations increased modestly primarily due to higher terminal sales and insurance revenue. Lending and prepaid sales were consistent with the third quarter of fiscal 2019. Operating income for the third quarter of fiscal 2019 included retrenchment costs of $1.6 million (ZAR 22.1 million). Operating loss from continuing operations for the third quarter of fiscal 2020 improved compared with fiscal 2019 due to the contribution from the terminal sales, a recovery of bad debts previously written off and no retrenchment costs.

Our operating income margin from continuing operations for the Financial inclusion and applied technologies segment was (5.3%) and (26.1%) during the third quarter of fiscal 2020 and 2019, respectively.

Corporate/Eliminations

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

Our corporate expenses decreased primarily due to lower acquired intangible asset amortization expense related to intangible assets that were fully amortized during fiscal 2019 and unrealized foreign currency gains recorded resulting from the strengthening of the U.S. dollar, but partially offset by a $0.7 million impairment loss.

Year to date fiscal 2020 compared to year to date fiscal 2019

The following factors had a significant impact on our results of operations for our continuing operations during the year to date fiscal 2020 as compared with the same period in the prior year:

• Decline in revenue: Our revenues declined 6% in ZAR primarily due to the expiration of our SASSA contract, the decline in EPE account numbers driven by SASSA's auto-migration of accounts to SAPO, and a reduction in EPE-related financial and value-added services and transaction fees due to a smaller customer base, but partially offset by higher terminal and prepaid airtime sales;

• Ongoing operating losses: We continue to experience operating losses primarily in South Africa as a result of lower revenues, coupled with a high fixed-cost infrastructure. We also recorded impairment losses of $6.3 million and $8.2 million, during the year to date fiscal 2020 and 2019, respectively;

• Gain on disposal of FIHRST: We recorded a gain of $9.7 million related to the disposal of FIHRST in December 2019;

• Higher net interest expense: Net interest expense increased due to lower average cash balances and higher short-term borrowing to fund ATMs and utilization of our overdrafts, but was partially offset by the repayment of our long-term debt in the second half of fiscal 2019;

• Adverse foreign exchange movements: The U.S. dollar appreciated 12% against the ZAR compared to the same period in fiscal 2019, which adversely impacted our reported results.



                                       62

--------------------------------------------------------------------------------

Consolidated overall results of operations

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

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



Table 8                                            In United States Dollars
                                                           (US GAAP)
                                                  Nine months ended March 31,
                                             2020(A)        2019(A)
                                                        (as restated)(B)     $ %
                                              $ '000         $ '000        change
Revenue                                       125,019            149,174     (16%)
Cost of goods sold, IT processing,
servicing and support                          86,606            103,471     (16%)
Selling, general and administration            59,494            111,004     (46%)
Depreciation and amortization                   3,651              9,084     (60%)
Impairment loss                                 6,336              8,191     (23%)
Operating loss                               (31,068)           (82,576)     (62%)
Change in fair value of equity securities           -           (42,099)        nm
Gain on disposal of FIHRST                      9,743                  -        nm
Interest income                                 2,015              4,436     (55%)
Interest expense                                6,362              8,201     (22%)
Impairment of Cedar Cellular note                   -              5,354        nm
Loss before income taxes                     (25,672)          (133,794)     (81%)
Income tax expense                              2,317            (5,344)        nm
Net loss before loss from equity-accounted
investments                                  (27,989)          (128,450)     (78%)
Loss from equity-accounted investments       (30,624)              (353)    8,575%

Net loss from continuing operations (58,613) (128,803) (54%) Net income from discontinued operations 6,402

             12,358     (48%)
Gain (Loss) from disposal of discontinued
operations, net of tax                         12,733            (9,175)        nm
Net loss                                     (39,478)          (125,620)     (69%)
Less (Add) net income (loss) attributable
to non-controlling interest                         -              2,339        nm
Continuing                                          -            (1,362)        nm
Discontinued                                        -              3,701        nm

Net (loss) income attributable to us (39,478) (127,959) (69%) Continuing

                                   (58,613)          (127,441)     (54%)
Discontinued                                   19,135              (518)        nm


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

(B) Refer to Note 1.



                                       63

--------------------------------------------------------------------------------



Table 9                                              In South African Rand
                                                           (US GAAP)
                                                  Nine months ended March 31,
                                              2020(A)        2019(A)
                                                         (as restated)(B)    ZAR %
                                             ZAR '000        ZAR '000       change
Revenue                                      1,995,253          2,128,295      (6%)
Cost of goods sold, IT processing,
servicing and support                        1,382,198          1,476,241      (6%)
Selling, general and administration            949,500          1,583,717     (40%)
Depreciation and amortization                   58,268            129,603     (55%)
Impairment loss                                101,120            116,863     (13%)
Operating loss                               (495,833)        (1,178,129)     (58%)
Change in fair value of equity securities            -          (600,635)        nm
Gain on disposal of FIHRST                     155,494                  -        nm
Interest income                                 32,159             63,290     (49%)
Interest expense                               101,535            117,005     (13%)
Impairment of Cedar Cellular note                    -             76,387        nm
Loss before income taxes                     (409,715)        (2,035,446)     (80%)
Income tax expense                              36,978           (76,244)        nm
Net loss before loss from equity-accounted
investments                                  (446,693)        (1,959,202)     (77%)
Loss from equity-accounted investments       (488,747)            (5,036)    9,605%

Net loss from continuing operations (935,440) (1,964,238) (52%) Net income from discontinued operations 102,173

            176,314     (42%)
Gain (Loss) from disposal of discontinued
operations, net of tax                         203,214          (130,902)        nm
Net loss                                     (630,053)        (1,918,826)     (67%)
Less (Add) net income (loss) attributable
to non-controlling interest                          -             33,371        nm
Continuing                                           -           (19,432)        nm
Discontinued                                         -             52,803        nm

Net (loss) income attributable to us (630,053) (1,952,197) (68%) Continuing

                                   (935,440)        (1,944,806)     (52%)
Discontinued                                   305,387            (7,391)        nm


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

(B) Refer to Note 1.

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

The decrease in cost of goods sold, IT processing, servicing and support was primarily due to fewer SASSA Grindrod-account grant recipients utilizing the South African National Payment System which resulted in lower transaction costs incurred by us, but partially offset by higher costs related to terminal and prepaid airtime sales.

The decrease in selling, general and administration expense was primarily due to lower fixed costs (including premises and staff costs) incurred during the year to date fiscal 2020. Our year to date fiscal 2019 expense includes an increase in our allowance for doubtful finance loans receivable of approximately $23.4 million (resulting from SASSA's auto-migration of EPE accounts) and the payment of $5.2 million (ZAR 73.7 million) of retrenchment packages.

Depreciation and amortization decreased primarily due to lower overall amortization of intangible assets that are fully amortized and tangible assets that are fully depreciated during the year to date fiscal 2020.

During the year to date fiscal 2020, we recorded an impairment loss of $5.6 million related to the impairment of a portion of our EasyPay business unit's allocated goodwill and a $0.7 million impairment loss related to our Maltese e-money license (refer to Note 8). During the year to date fiscal 2019, we recorded an impairment loss of $8.2 million, which included $7.0 million related to the entire amount of IPG goodwill.

Our operating loss margin for the year to date fiscal 2020 and 2019 was (24.9%) and (55.4%), respectively. We discuss the components of operating income margin under "-Results of operations by operating segment."

The change in fair value of equity securities represents a non-cash fair value adjustment loss related to Cell C during the year to date fiscal 2019. Refer to Note 6 of our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation.



                                       64

--------------------------------------------------------------------------------

We recorded a gain of $9.7 million related to the disposal of FIHRST during the year to date fiscal 2020.

Interest on surplus cash decreased to $2.0 million (ZAR 32.2 million) from $4.4 million (ZAR 63.3 million), due primarily to the lower average daily cash balances and cash used to fund the operating losses in the South African operations.

Interest expense decreased to $6.4 million (ZAR 101.5 million) from $8.2 million (ZAR 117.0 million), due to a reduction in our long-term South African debt, partially offset by interest expense related to cash borrowed to stock our ATMs and utilization of our overdraft facilities.

During the year to date fiscal 2019, we recorded an impairment loss of $5.4 million related to our Cedar Cellular note as discussed in Note 7 of our unaudited condensed consolidated financial statements.

Fiscal 2020 tax expense was $2.3 million (ZAR 37.0 million) compared to $(5.3) million (ZAR (76.2) million) in fiscal 2019. Our effective tax rate for fiscal 2020, was impacted by the tax neutral disposal of FIHRST, non-deductible impairment losses, the on-going losses incurred by IPG and certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding those net operating losses, non-deductible expenses, including transaction-related expenditure, and the tax expense recorded by our profitable businesses, primarily in South Africa.

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

DNI was accounted for using the equity method during the year to date fiscal 2020. The accounting for DNI as a discontinued operation has adversely impacted the comparability of our (loss) earnings from equity-accounted investments during the year to date fiscal 2020. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first half and its annual results during our fourth quarter. The table below presents the relative earnings (loss) from our equity accounted investments:




Table 10                                         Nine months ended March 31,
                                                2020        2019
                                               $ '000      $ '000     $ % change
DNI                                             (9,744)           -           nm
Share of net income                               4,676           -           nm
Amortization of intangible
assets, net of deferred tax                     (1,350)           -           nm
Impairment                                     (13,070)           -           nm
Bank Frick                                     (17,924)     (1,895)         846%
Share of net income                                 770         616          25%
Amortization of intangible
assets, net of deferred tax                       (433)       (427)           1%
Impairment                                     (18,261)           -           nm
Other                                                 -     (2,084)           nm
Finbond                                             491       1,875        (74%)
Other                                           (3,447)       (333)         935%
Share of net loss                                 (947)       (333)         184%
Impairment                                      (2,500)           -           nm
                                               (30,624)       (353)           nm

Refer to Note 7 of our unaudited condensed consolidated financial statements for additional information related to the impairment of certain of our equity-accounted investments.



                                       65

--------------------------------------------------------------------------------

Results of operations by operating segment

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



Table 11                          In United States Dollars (US GAAP)

                                      Nine months ended March 31,
                              2020       % of      2019      % of      %
Operating Segment            $ '000     total     $ '000    total    change
Consolidated revenue:
South African
transaction processing         59,632      28%     77,093      25%    (23%)
International
transaction processing         88,988      42%    111,869      36%    (20%)
Continuing                      3,613       1%      7,862       2%    (54%)
Discontinued                   85,375      41%    104,007      34%    (18%)
Financial inclusion
and applied
technologies                   69,782      33%    128,611      42%    (46%)
Continuing                     69,782      33%     72,274      24%     (3%)
Discontinued                        -        -     56,337      18%       nm
Subtotal: Operating
segments                      218,402     145%    317,573     139%    (31%)
Corporate/Eliminations        (8,008)    (45%)    (8,055)    (39%)     (1%)
Total consolidated
revenue                       210,394     100%    309,518     100%    (32%)
Continuing                    125,019      59%    149,174      48%    (16%)
Discontinued                   85,375      41%    160,344      52%    (47%)
Consolidated operating
(loss) income:                                                           nm
South African
transaction processing       (15,034)      67%   (28,297)      44%    (47%)
International
transaction processing          6,186    (28%)        628     (1%)     885%
Continuing                    (8,382)      37%   (13,768)      22%    (39%)
Discontinued                   14,568    (65%)     14,396    (23%)       1%
Financial inclusion
and applied
technologies                    (304)       1%    (4,009)       6%    (92%)
Continuing                      (304)       1%   (28,409)      44%    (99%)
Discontinued                        -        -     24,400    (38%)       nm
Subtotal: Operating
segments                      (9,152)      12%   (31,678)      48%    (71%)
Corporate/eliminations       (13,132)      88%   (32,184)      52%    (59%)
Continuing                    (7,348)      62%   (12,102)      21%    (39%)
Discontinued                  (5,784)      26%   (20,082)      31%    (71%)
Total consolidated
operating (loss)
income                       (22,284)     100%   (63,862)     100%    (65%)
Continuing                   (31,068)     139%   (82,576)     129%    (62%)
Discontinued                    8,784    (39%)     18,714    (29%)    (53%)



                                       66

--------------------------------------------------------------------------------



Table 12                              In South African Rand (US GAAP)

                                        Nine months ended March 31,
                              2020       % of       2019        % of
Operating Segment           ZAR '000    total     ZAR '000     total    % change
Consolidated revenue:
South African
transaction processing        951,703      28%     1,099,901      25%      (13%)
International
transaction processing      1,420,213      42%     1,596,057      36%      (11%)
Continuing                     57,662       1%       112,168       2%      (49%)
Discontinued                1,362,551      41%     1,483,889      34%       (8%)
Financial inclusion
and applied
technologies                1,113,693      33%     1,834,919      42%      (39%)
Continuing                  1,113,693      33%     1,031,148      24%         8%
Discontinued                        -        -       803,771      18%         nm
Subtotal: Operating
segments                    3,485,609     145%     4,530,877     139%      (23%)
Corporate/Eliminations      (127,804)    (45%)     (114,922)    (39%)        11%
Total consolidated
revenue                     3,357,805     100%     4,415,955     100%      (24%)
Continuing                  1,995,254      59%     2,128,295      48%       (6%)
Discontinued                1,362,551      41%     2,287,660      52%      (40%)
Consolidated operating
(loss) income:                                                                nm
South African
transaction processing      (239,937)      67%     (403,719)      44%      (41%)
International
transaction processing         98,726    (28%)         8,960     (1%)     1,002%
Continuing                  (133,773)      37%     (196,431)      22%      (32%)
Discontinued                  232,499    (65%)       205,391    (23%)        13%
Financial inclusion
and applied
technologies                  (4,852)       1%      (57,197)       6%      (92%)
Continuing                    (4,852)       1%     (405,317)      44%      (99%)
Discontinued                        -        -       348,120    (38%)         nm
Subtotal: Operating
segments                    (146,063)      12%     (451,956)      48%      (68%)
Corporate/eliminations      (209,581)      88%     (459,176)      52%      (54%)
Continuing                  (117,271)      62%     (172,662)      21%      (32%)
Discontinued                 (92,310)      26%     (286,514)      31%      (68%)
Total consolidated
operating (loss)
income                      (355,644)     100%     (911,132)     100%      (61%)
Continuing                  (495,833)     139%   (1,178,129)     129%      (58%)
Discontinued                  140,189    (39%)       266,997    (29%)      (47%)

South African transaction processing

The decrease in segment revenue was primarily due to fewer transactions performed at our ATM base and lower fees as a result of fewer EPE and SASSA accounts. Our South African transaction processing operating segment revenue and operating loss have been adversely impacted by the loss of EPE customers as a result of SASSA's auto-migration of accounts to SAPO. Excluding the impact of the $5.6 million EasyPay goodwill impairment loss, the reduction in operating losses in the segment reflects the cost reductions that have occurred over the last 12 months. Operating income for this operating segment for the year to date fiscal 2019 included retrenchment costs of $3.7 million (ZAR 51.6 million).

Our operating loss margin for the year to date fiscal 2020 and 2019 was (25.2%) and (36.7%), respectively. Our operating loss margin for the year to date fiscal 2020 excluding the goodwill impairment of $5.6 million was (15.8%) and for 2019 it was (31.9%) excluding the retrenchment costs of $3.7 million.

International transaction-based activities

Segment revenue from continuing operations was lower during the third quarter of fiscal 2020, primarily due to an ongoing contraction in IPG transactions processed, specifically meaningfully lower crypto-exchange and China and ACH processing activity. Excluding the adverse impact of the $7.0 million impairment loss incurred in fiscal 2019, the operating loss from continuing operations during the year to date fiscal 2020 increased compared with fiscal 2019 due to higher operating losses incurred by IPG.

Our operating loss margin for the year to date fiscal 2020 and 2019 was 7.0% and 0.6%, respectively.



                                       67

--------------------------------------------------------------------------------

Financial inclusion and applied technologies

In ZAR, segment revenue from continuing operations increased due to higher terminal and prepaid airtime sales, partially offset by lower lending revenue and insurance revenue as a result of fewer customers, and a decrease in inter-segment revenues. Our lending and insurance books have improved through fiscal 2020, and the positive contribution from terminal sales as well as our cost reduction efforts of the last 12 months have contributed to a reduction in the segment's operating loss. Operating loss from continuing operations for the year to date fiscal 2019 includes an allowance for doubtful finance loans receivable of $23.4 million (ZAR 335.5 million) recognized in the second quarter. Operating income for the year to date fiscal 2019 included retrenchment costs of $1.6 million (ZAR 22.1 million).

Our operating loss margin from continuing operations for the Financial inclusion and applied technologies segment was (0.4%) and (39.3%) during the year to date fiscal 2020 and 2019, respectively. Our operating loss margin for the year to date fiscal 2019 excluding the allowance for doubtful finance loans receivable of $23.4 million and the retrenchments costs of $1.6 million was (4.7%).

Corporate/Eliminations

Our corporate expenses decreased primarily due to lower acquired intangible asset amortization expense related to intangible assets that were fully amortized during fiscal 2019, partially offset by higher transaction-related expenditures and a $0.7 million impairment loss.

Liquidity and Capital Resources

At March 31, 2020, our cash and cash equivalents were $209.3 million and comprised of U.S. dollar-denominated balances of $192.0 million, ZAR-denominated balances of ZAR 236.5 million ($13.2 million), and other currency deposits, primarily Botswana pula, of $4.1 million, all amounts translated at exchange rates applicable as of March 31, 2020. The increase in our unrestricted cash balances from June 30, 2019, was primarily due to the sale of our Korean operations, repayment of a loan outstanding by DNI, which was partially offset by weak trading activities, repayment of our short-term borrowings, capital expenditures, and an additional investment in V2.

We generally invest any surplus cash held by our South African operations in overnight call accounts that we maintain at South African banking institutions, and any surplus cash held by our non-South African companies in U.S. dollar denominated money market accounts.

Historically, we have financed most of our operations, research and development, working capital, and capital expenditures, as well as acquisitions and strategic investments, through internally generated cash and our financing facilities. When considering whether to borrow under our financing facilities, we consider the cost of capital, cost of financing, opportunity cost of utilizing surplus cash and availability of tax efficient structures to moderate financing costs.

Available short-term borrowings

We have a short-term South African credit facility with Nedbank of up to ZAR 450.0 million ($25.2 million), which is comprised of an overdraft facility of (i) up to ZAR 300.0 million ($16.8 million), which is further split into (a) a ZAR 250.0 million ($14.0 million) overdraft facility which may only be used to fund mobile ATMs and (b) a ZAR 50.0 million ($2.8 million) general banking facility and (ii) indirect and derivative facilities of up to ZAR 150.0 million ($8.4 million), which include letters of guarantee, letters of credit and forward exchange contracts. The ZAR 250.0 million component of the primary amount may only be used to fund ATMs and therefore this component of the primary amount utilized and converted to cash to fund our ATMs is considered restricted cash. As of March 31, 2020, the interest rate on the overdraft facility was 7.60%, and reduced to 6.60% on April 15, 2020, and to 6.10% on May 22, 2020, following reductions in the South African repo rate. As of March 31, 2020, we had utilized approximately ZAR 127.1 million ($7.1 million) of our ZAR 250.0 million overdraft facility to fund ATMs, and none of our ZAR 50.0 million general banking facility. As of March 31, 2020, we had utilized approximately ZAR 93.6 million ($5.2 million) of the indirect and derivative facilities to support guarantees issued by Nedbank to various third parties on our behalf.

We also have a short-term South African credit facility with RMB of ZAR 1.2 billion ($67.1 million) which may only be used to fund our fixed ATMs in South Africa. As of March 31, 2020, the interest rate on the facility was 8.75% (South African prime) and reduced to 7.75% on April 15, 2020, and to 7.25% on May 22, 2020, following reductions in the South African repo rate. As of March 31, 2020, we had utilized approximately ZAR 0.8 billion ($44.3 million) of this facility.



                                       68

--------------------------------------------------------------------------------

Restricted cash

We have credit facilities with RMB and Nedbank in order to access cash to fund our ATMs in South Africa. Our cash, cash equivalents and restricted cash presented in our unaudited condensed consolidated statement of cash flows as of March 31, 2020, includes restricted cash of approximately $51.4 million related to cash withdrawn from our various debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash on our unaudited consolidated balance sheet.

Cash flows from operating activities

Third quarter

Net cash used in operating activities during the third quarter of fiscal 2020 was $4.2 million (ZAR 64.5 million) compared to $14.1 million (ZAR 200.3 million) during the third quarter of fiscal 2019. Our cash used in operating activities during the third quarter of fiscal 2020 was impacted by the cash losses incurred by the majority of our continuing operations. We were unable to commence origination of loans towards the end of March 2020 due to the temporary COVID-19 restrictions imposed on our lending activities in March 2020 and this had a positive result on net cash used in operating activities during the third quarter of fiscal 2020, compared with 2019, where we originated loans, and which resulted in a net outflow of cash. Our operating cash flows were also adversely impacted by the purchase of additional Cell C prepaid airtime that is subject to sale restrictions (refer to Note 4 to our unaudited condensed consolidated financial statements). Our net cash used in operating activities during the third quarter of fiscal 2020 includes the contribution from KSNET for two months and no contribution from DNI, compared with 2019, which includes cash flow contributions from both of these entities for the entire quarter.

During the third quarter of fiscal 2020, we paid South African tax of $0.1 million (ZAR 0.9 million) related to our 2020 tax year. We also paid taxes totaling $1.9 million in other tax jurisdictions, primarily South Korea. During the third quarter of fiscal 2019, we paid South African tax of $0.2 million (ZAR 2.9 million) related to our 2019 tax year. We also paid taxes totaling $2.2 million in other tax jurisdictions, primarily South Korea.

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



Table 13                                         Three months ended March 31,
                                             2020      2019       2020        2019
                                              $          $         ZAR        ZAR
                                             '000      '000       '000        '000
First provisional payments                      60       205         890      2,850
Second provisional payments                     26         -         388          -
Tax refund received                         (1,311 )      (6 )   (18,853 )      (68 )
Total South African taxes (refunded) paid   (1,225 )     199     (17,575 )    2,782
Foreign taxes paid: Korea                    1,870     2,212      28,190     30,536
Total tax paid                                 645     2,411      10,615     33,318


Year to date

Net cash used in operating activities during the year to date fiscal 2020 was $18.1 million (ZAR 289.1 million) compared to $2.9 million (ZAR 41.6 million) during the year to date fiscal 2019. The change is primarily due to weaker trading activity during fiscal 2020 compared to 2019, as well as the purchase of Cell C prepaid airtime that is subject to sale restrictions, but partially offset by the temporary COVID-19 restrictions imposed on our lending activities in March 2020.

During the year to date fiscal 2020, we paid South African tax of $0.8 million (ZAR 11.5 million) related to our 2020 tax year and $0.8 million (ZAR 11.6 million) related to our 2019 tax year. We also paid taxes totaling $4.3 million in other tax jurisdictions, primarily South Korea. During the year to date fiscal 2019, we paid South African tax of $6.5 million (ZAR 92.0 million) related to our 2019 tax year. During the year to date fiscal 2019, we made an additional tax payment of $1.4 million (ZAR 20.5 million) related to our 2018 tax year in South Africa. We also paid taxes totaling $4.8 million in other tax jurisdictions, primarily South Korea.



                                       69

--------------------------------------------------------------------------------

Taxes paid during the year to date fiscal 2020 and 2019 were as follows:



Table 14                                      Nine months ended March 31,
                                        2020       2019       2020        2019
                                         $          $          ZAR         ZAR
                                        '000       '000       '000        '000
First provisional payments                800      6,450      11,547      91,994
Second provisional payments                26          -         388           -

Taxation paid related to prior years 782 1,399 11,620 20,488 Tax refund received

                    (1,339 )     (102 )   (19,245 )    (1,445 )
Total South African taxes paid            269      7,747       4,310     111,037
Foreign taxes paid: Korea               4,263      4,786      62,302      67,248
Total tax paid                          4,532     12,533      66,612     178,285


Cash flows from investing activities

Third quarter

Cash used in investing activities for the third quarter of fiscal 2020 included capital expenditures of $1.0 million (ZAR 16.0 million), primarily due to the acquisition of computer equipment in South Korea to maintain operations and leasehold improvements in Malta. During the third quarter of fiscal 2020, we received a net $192.6 million from the sale of Net1 Korea (refer to Note 2 to our unaudited condensed consolidated financial statements for additional information) and paid transaction costs related to this disposal of $7.5 million. We also invested a further $1.3 million in V2 Limited.

Cash used in investing activities for the third quarter of fiscal 2019 included capital expenditures of $1.6 million (ZAR 22.9 million), primarily due to the acquisition of ATMs in South Africa and the expansion of our branch network.

Year to date

Cash used in investing activities for the year to date fiscal 2020 included capital expenditures of $4.5 million (ZAR 71.7 million), primarily due to the acquisition of ATMs and computer equipment in South Africa, leasehold improvements in Malta and processing equipment in South Korea to maintain operations. During the year to date fiscal 2020, we received a net $192.6 million from the sale of Net1 Korea, paid transaction costs related to this disposal of $7.5 million, and received $10.9 million from the sale of FIHRST. We also made a further equity contribution of $2.5 million to V2, extended loan funding of $0.7 million to Revix, and received $4.3 million from DNI related to the settlement of a ZAR 60.0 million loan outstanding.

Cash used in investing activities for the year to date fiscal 2019 included capital expenditures of $7.3 million (ZAR 103.9 million), primarily due to the acquisition of ATMs in South Africa and the expansion of our branch network. We also paid $2.5 million for a 50% interest in V2 Limited, acquired customer bases in DNI for $1.4 million, and made a further equity contribution of $1.1 million to MobiKwik.

Cash flows from financing activities

Third quarter

During the third quarter of fiscal 2020, we utilized approximately $184.7 million from our South African overdraft facilities, primarily to fund our ATMs, and repaid $203.8 million of these facilities. We also utilized $9.0 million of our Bank Frick overdraft to fund our operations and repaid $22.9 million towards this facility, including the final payment to settle the facility in full.

During the third quarter of fiscal 2019, we utilized approximately $278.3 million from our South African overdraft facilities, primarily to fund our ATMs, and repaid $257.1 million of these facilities, including amounts utilized in December 2018. We also utilized $8.9 million of our Bank Frick overdraft to fund our operations. We also made a scheduled South African debt facility repayment of $10.5 million.

Year to date

During the year to date fiscal 2020, we utilized approximately $567.9 million from our South African overdraft facilities, primarily to fund our ATMs, and repaid $578.3 million of these facilities. We utilized approximately $14.8 million of our borrowings to fund the purchase of Cell C prepaid airtime that is subject to sale restrictions. We prepaid approximately $11.3 million of these borrowings (Facility F) utilizing the proceeds received from the disposal of FIHRST. We also repaid $26.9 million of our Bank Frick overdraft and utilized $17.4 million of this overdraft to fund our operations.



                                       70

--------------------------------------------------------------------------------

During the year to date fiscal 2019, we utilized approximately $584.5 million from our overdraft facilities, primarily to fund our ATMs, and repaid $502.8 million of these facilities. We also utilized approximately $14.6 million of our revolving credit facility to finance the acquisition and/or requisition of telecommunication towers for Cell C and other specific uses pre-approved by the lender. We also made scheduled South African debt facility payments of $31.4 million, repaid $4.9 million under our revolving credit facility and paid non-refundable origination fees of approximately $0.4 million related to the credit facilities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Expenditures

We expect capital spending for the fourth quarter of fiscal 2020 to primarily be to maintain our capital equipment.

Our capital expenditures for the third quarter of fiscal 2020 and 2019 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 March 31, 2020, of $0.1 million. We expect to fund these expenditures through internally generated funds and available facilities.

© Edgar Online, source Glimpses