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Disposal Of Controlling Interest In KSNET, FIHRST And DNI | 9 Months Ended
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Mar. 31, 2020
Disposal Of Controlling Interest In KSNET, FIHRST And DNI [Abstract] |
Disposal Of Controlling Interest In KSNET, FIHRST And DNI | 2. Disposal of controlling interest in KSNET, FIHRST and DNI 2020 Disposals March 2020 disposal of KSNET On January 23, 2020, the Company, through its wholly owned subsidiary Net1 Applied Technologies Netherlands B.V. (“Net1 BV”), a limited liability private company incorporated in The Netherlands, entered into an agreement with PayletterHoldings LLC, a limited liability private company incor porated in the Republic of Korea, in terms of which Net1 BV agreed to sell its entire shareholding in Net1 Applied Technologies Korea Limited (“Net1 Korea”), a limited liability private company incorporated in the Republic of Korea and the sole shareholder of KSNET, Inc. for $237.2 million. The transaction was subject to customary closing conditions and closed on March 9, 2020. The Company no longer controls Net1 Korea and its subsidiaries and deconsolidated its investment effective Marc h 1, 2020, and will have no continued involvement going forward. KSNET was acquired in October 2010, and is a profitable and cash generative business, but operate d autonomously and in a more developed economy, with limited overlap with the Company’s other activities. The Com pany also believe d that the intrinsic value of KSNET was not appropriately reflected in the Company’s overall valuation. The Company’s b oard of directors commenced a strategic review of its various businesses and investments last year, and ultimately evaluated and decided to sell KSNET in January 2020 in order to focus more on the Company’s core strategy, boost liquidity and to maximize shareholder returns. 2. Disposal of controlling interest in KSNET, FIHRST and DNI (continued) The table below presents the impact of the deconsolidation of Net1 Korea and its subsidiaries and the calculation of the net gain recognized on deconsolidation:
| Net1 Korea
|  |  |  |  |  |  | March 2020
| Proceeds from disposal of Net1 Korea, net of cash disposed | $ | 192 619
| Add: Cash and cash equivalents disposed |  | 23 473
| Add: Cash withheld by purchaser to settle South Korean taxes(1) |  | 21 128
| Fair value of consideration received |  | 237 220
| Less: carrying value of Net1 Korea, comprising |  | 200 843
|  | Cash and cash equivalents |  | 23 473
|  | Accounts receivable, net |  | 30 467
|  | Finance loans receivable, net |  | 13 695
|  | Inventory |  | 2 377
|  | Property, plant and equipment, net |  | 7 601
|  | Operating lease right of use asset |  | 181
|  | Goodwill (Note 8) |  | 107 964
|  | Intangible assets, net |  | 4 655
|  | Deferred income taxes assets |  | 1 719
|  | Other long-term assets |  | 10 984
|  | Accounts payable |  | (5 484)
|  | Other payables |  | (5 523)
|  | Operating lease right of use lease liability - current |  | (69)
|  | Income taxes payable |  | (3 481)
|  | Deferred income taxes liabilities |  | (1 497)
|  | Right-of-use operating lease liability - long-term |  | (112)
|  | Other long-term liabilities |  | (335)
|  | Released from accumulated other comprehensive income – foreign currency translation reserve (Note 13) |  | 14 228
|  | Settlement assets |  | 44 111
|  | Settlement liabilities |  | (44 111)
|  |  | Gain recognized on disposal, before transaction costs and tax |  | 36 377
|  |  | Transaction costs(2) |  | 8 644
|  |  |  | Gain recognized on disposal, before tax |  | 27 733
|  |  |  | Taxes related to gain recognized on disposal(1) |  | 15 000
|  |  |  |  | Gain recognized on disposal, after tax | $ | 12 733
(1) The Company is currently analyzing the tax impact of the sale of Net1 Korea on its reported results and has made a preliminary estimate of its tax exposure as $15.0 million, which amount represents approximately 21% of its expected taxable gain related to the disposal. The Company also agreed that the purchaser withhold capital gains taxes of $19.9 million (approximately KRW 23.8 billion) and non-refundable securitie s transaction taxes of $1.2 million (approximately KRW 1.4 billion), for a total withholding of $21.1 million, from the purchase price and pay such amount s, on behalf of Net1 BV, to the South Korean tax authorities. Net1 BV has commenced the process to app roach the South Korean tax authorities in order to claim a refund, in full, of the capital gains taxes withheld. The Company has included the expected amount to be refunded in the caption Accounts receivable, net and other receivables i n its unaudited cond ensed consolidated balance sheet as of March 31, 2020, refer also to Note 3. (2) Transaction costs include expenses incurred by the Company of $7.5 million directly related to the disposal of Net1 Korea and paid in cash and a n on-refundable securities transfer tax of approximately $1.2 million which was also withheld from the purchase price and paid to the South Korean tax authorities directly by the purchaser. Discontinued operation – Net1 Korea The C ompany determined that the disposal of Net1 Korea represents a discontinued operation because it represents a strategic shift that has had a major effect on the Company’s operations and financial results. The facts and circumstances leading to the disposal of Net1 Korea are described above. T he gain related to the disposal of Net1 Korea is presented above. Net1 Korea, as a stand-alone holding company, and the amortization of intangible assets identified and recognized related to the KSNET acquisition were allocated to corporate/eliminations and Net1 Korea’s subsidiaries, including KSNET, w ere allocated to the Company’s international transaction processing operating segment. Net1 Korea did not have any equity method investments or any non-c ontrolling interests. The impact of the disposal of a controlling interest in Net1 Korea on the Company’s operating segments is presented in Note 19. 2. Disposal of controlling interest in KSNET, FIHRST and DNI (continued) The table below presents certain major captions to the Company’s unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows for three and nine months ended March 31, 2020, respectively, that have not been separately presented on those statements related to the presentation of Net1 Korea as a discontinued operation (refer below for presentation related to the three and nine months ended March 31, 2019):
|  | Net1 Korea |
|  |  |  |  |  |  |  |  | Three months ended |  |  | Nine months ended |
|  |  |  |  |  |  |  |  | March 31, |  |  | March 31, |
|  |  |  |  |  |  |  |  | 2020 |  |  | 2020 |
|  | Unaudited condensed consolidated statement of operations |  |  |  |  |  |
|  |  | Discontinued: |  |  |  |  |  |
|  |  |  | Revenue | $ | 19 044 |  | $ | 85 375 |
|  |  |  | Cost of goods sold, IT processing, servicing and support |  | 8 246 |  |  | 37 377 |
|  |  |  | Selling, general and administration |  | 7 278 |  |  | 30 562 |
|  |  |  | Depreciation and amortization |  | 2 004 |  |  | 8 652 |
|  |  |  | Operating income |  | 1 516 |  |  | 8 784 |
|  |  |  | Interest income |  | 129 |  |  | 678 |
|  |  |  | Interest expense |  | 6 |  |  | 106 |
|  |  |  | Net income before tax |  | 1 639 |  |  | 9 356 |
|  |  |  | Income tax expense |  | 892 |  |  | 2 954 |
|  |  |  |  | Net income from discontinued operations | $ | 747 |  | $ | 6 402 |
|  | Gain on disposal of discontinued operation |  |  |  |  |  |
|  |  | Gain on disposal of discontinued operation | $ | 27 733 |  | $ | 27 733 |
|  |  | Taxes related to disposal of discontinued operation |  | 15 000 |  |  | 15 000 |
|  |  |  | Gain on disposal of discontinued operation after tax | $ | 12 733 |  | $ | 12 733 |
|  | Unaudited condensed consolidated statement of cash flow |  |  |  |  |  |
|  |  | Discontinued: |  |  |  |  |  |
|  |  |  | Total net cash provided by operating activities | $ | 3 758 |  | $ | 18 323 |
|  |  |  | Total net cash provided by (used in) investing activities | $ | 1 524 |  | $ | (8 281) |
2. Disposal of controlling interest in KSNET, FIHRST and DNI (continued) The table below presents the Net1 Korea balances included on the Company’s condensed consolidated balance sheet as of June 30, 201 9, translated at the foreign exchange rates applicable as of June 30, 2019:
| Net1 Korea |
|  |  |  |  |  |  | June 30, |
|  |  |  |  |  |  | 2019 |
| Current assets of discontinued operation | $ | 117 842 |
|  | Cash and cash equivalents |  | 26 051 |
|  | Accounts receivable, net |  | 41 359 |
|  | Finance loans receivable, net |  | 9 650 |
|  | Inventory |  | 1 826 |
|  | Settlement assets |  | 38 956 |
| Long-term assets of discontinued operation |  | 149 390 |
|  | Property, plant and equipment, net |  | 10 327 |
|  | Goodwill (Note 8) |  | 112 071 |
|  | Intangible assets, net |  | 9 661 |
|  | Deferred income taxes assets |  | 1 917 |
|  | Other long-term assets |  | 15 414 |
| Current liabilities of discontinued operation |  | 57 815 |
|  | Accounts payable |  | 7 139 |
|  | Other payables |  | 6 827 |
|  | Income taxes payable |  | 4 893 |
|  | Settlement liabilities |  | 38 956 |
| Long-term liabilities of discontinued operation |  | 3 264 |
|  | Deferred income taxes liabilities |  | 2 756 |
|  | Other long-term liabilities | $ | 508 |
December 2019 disposal of FIHRST In November 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited (“Net1 SA”), entered into an agreement with Transaction Capital Payment Solutions Proprietary Limited, or its nominee, a limited liab ility private company incorporated in the Republic of South Africa, pursuant to which Net1 SA agreed to sell its entire shareholding in Net1 FIHRST Holdings Proprietary Limited (“FIHRST”) for $11,7 million (ZAR 172,2 mill ion). The transaction closed in December 2019. FIHRST was deconsolidated following the closing of the transaction. Net1 SA was obliged to utilize the full purchase price received from the sale of FIHRST to partially settle its obligations under its lending arrangements and applied the proceeds received against its outstanding borrowings – refer to Note 10. 2. Disposal of controlling interest in KSNET, FIHRST and DNI (continued) The table below presents the impact of the deconsolidation of FIHRST and the calculation of the net gain recognized on deconsolidation:
| FIHRST
|  |  |  |  |  |  | December 31,
|  |  |  |  |  |  | 2019
| Fair value of consideration received | $ | 11 749
| Less: carrying value of FIHRST, comprising |  | 1 870
|  | Cash and cash equivalents |  | 854
|  | Accounts receivable, net |  | 367
|  | Property, plant and equipment, net |  | 64
|  | Goodwill (Note 8) |  | 599
|  | Intangible assets, net |  | 30
|  | Deferred income taxes assets |  | 42
|  | Accounts payable |  | (7)
|  | Other payables |  | (1 437)
|  | Income taxes payable |  | (220)
|  | Released from accumulated other comprehensive income – foreign currency translation reserve (Note 13) |  | 1 578
|  | Settlement assets |  | 17 406
|  | Settlement liabilities |  | (17 406)
|  |  | Gain recognized on disposal, before tax |  | 9 879
|  |  | Taxes related to gain recognized on disposal, comprising: |  | -
|  |  |  | Capital gains tax |  | 2 418
|  |  |  | Release of valuation allowance related to capital losses previously unutilized(1) |  | (2 418)
|  |  | Transaction costs |  | 136
|  |  |  |  | Gain recognized on disposal, after tax | $ | 9 743
(1) Net1 SA recorded a valuation allowance related to capital losses previously generated but not utilized. A portion of these unutilized capital losses w as utilized as a result of the disposal of FIHRST and, therefore, the equivalent portion of the valuation allowance created was released. 2019 Disposal D isposal of a controlling interest in DNI Transaction to sell 17% during the three and nine months ended March 31, 2019 On February 28, 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited (“Net1 SA”), entered into a transaction with JAA Holdings Proprietary Limited, a limited liability private company duly incorp orated in the Republic of South Africa, and PK Gain Investment Holdings Proprietary Limited, a limited liability private company duly incorporated in the Republic of South Africa, in terms of which Net1 SA reduced its shareholding in DNI from 55% to 38%. T he transaction closed on March 31, 2019. The parties used a cashless settlement process on closing, refer to Note 16. Net1 SA used the proceeds from the sale of the DNI shares to settle its ZAR 400 million ($27.6 million, translated at exchange rates applicable as of March 31, 2019) obligation to DNI to subscribe for an additional share as part of the contingent consideration settlement process. The Company no longer control led DNI and deconsolidated its investment in DNI effective March 31, 2019. Transaction to sell 8% in May 2019 On May 3, 2019, Net1 SA entered into a transa ction with FirstRand Bank Limited, acting through its Rand Merchant Bank division (“RMB”), in terms of which Net1 SA further reduced its shareholding in DNI from 38% to 30% through the sale of 7,605,235 ordinary “A” shares in DNI for a transaction consider ation of ZAR 215.0 million ($15.0 million) (the “RMB Disposal”). The parties used a cashless settlement process on closing. The transaction closed on May 3, 2019, and the Company used the proceeds from the sale of these DNI shares and ZAR 15.0 million of i ts existing cash reserves to settle its outstanding long-term borrowings of ZAR 230.0 m illion in full. As of March 31, 2020, the Company owned 27.4% of the voting and economic rights of DNI and has accounted for its investment in DNI using the equity method, refer to Note 7. 2. Acquisition and disposal of controlling interest in DNI (continued) 2019 disposal of a controlling interest in DNI (continued) The table below presents the impact of the deconsolidation of DNI and the calculation of the net loss recognized on deconsolidation:
DNI (as restated, refer to Note 1) |
|  |  |  |  |  |  |  |  |  | Equity method investment as of March 31, 2019 |  |  |
|  |  |  |  |  | Total |  | 17% sold |  | 8% retained interest sold in May 2019 |  | 30% retained interest |  | Attributed to non-controlling interest |
Fair value of consideration received | $ | 27 626 | $ | 27 626 | $ | - | $ | - | $ | - |
Fair value of retained interest in 30% of DNI(1) |  | 74 195 |  | - |  | 14 849 |  | 59 346 |  | - |
Carrying value of non-controlling interest |  | 88 934 |  | - |  | - |  | - |  | 88 934 |
Subtotal |  | 190 755 |  | 27 626 |  | 14 849 |  | 59 346 |  | 88 934 |
Less: carrying value of DNI, comprising |  | 199 930 |  | 38 346 |  | 14 540 |  | 58 110 |  | 88 934 |
| Cash and cash equivalents |  | 2 114 |  | 354 |  | 158 |  | 633 |  | 969 |
| Accounts receivable, net |  | 24 577 |  | 4 116 |  | 1 841 |  | 7 358 |  | 11 262 |
| Finance loans receivable, net |  | 1 030 |  | 173 |  | 77 |  | 308 |  | 472 |
| Inventory |  | 893 |  | 149 |  | 66 |  | 268 |  | 410 |
| Property, plant and equipment, net |  | 1 265 |  | 212 |  | 95 |  | 379 |  | 579 |
| Equity-accounted investments |  | 242 |  | 41 |  | 19 |  | 72 |  | 110 |
| Goodwill |  | 113 003 |  | 18 924 |  | 8 466 |  | 33 834 |  | 51 779 |
| Intangible assets, net |  | 80 769 |  | 13 526 |  | 6 051 |  | 24 183 |  | 37 009 |
| Deferred income taxes |  | 28 |  | 5 |  | 2 |  | 8 |  | 13 |
| Other long-term assets, including |  |  |  |  |  |  |  |  |  |  |
| reinsurance assets |  | 26 553 |  | 4 447 |  | 1 989 |  | 7 950 |  | 12 167 |
| Accounts payable |  | (5 186) |  | (868) |  | (389) |  | (1 553) |  | (2 376) |
| Other payables(2) |  | (16 484) |  | (2 760) |  | (1 235) |  | (4 936) |  | (7 553) |
| Income taxes payable |  | (2 482) |  | (416) |  | (186) |  | (743) |  | (1 137) |
| Deferred income taxes |  | (22 083) |  | (3 698) |  | (1 654) |  | (6 612) |  | (10 119) |
| Long-term debt |  | (10 150) |  | (1 700) |  | (760) |  | (3 039) |  | (4 651) |
| Released from accumulated other comprehensive income – foreign currency translation reserve (as restated) (Note 1 and Note 13) |  | 5 841 |  | 5 841 |  | - |  | - |  | - |
|  | Loss recognized on disposal, before tax, comprising |  | (9 175) |  | (10 720) |  | 309 |  | 1 236 |  | - |
|  |  | Related to sale of 17% of DNI |  | (10 720) |  | (10 720) |  | - |  | - |  |  |
|  |  | Related to fair value adjustment of retained interest in 38% of DNI |  | 1 545 |  | - |  | 309 |  | 1 236 |  |  |
|  |  | Taxes related to gain recognized on disposal(3) |  | - |  | 505 |  | (3 836) |  | 3 331 |  |  |
|  |  |  | Loss recognized on disposal, after tax (as restated) | $ | (9 175) | $ | (11 225) | $ | 4 145 | $ | (2 095) |  |  |
(1) The fair value of the retained interest in 38% of DNI of $74.2 million ($14.9 million plus $59.3 million has been calculated using the implied fair value of DNI pursuant to the RMB Disposal and has been calculated as ZAR 215.0 million divided by 7.605235% multiplied by 38%, translated to dollars at the March 31, 2019, rate of exchange. The fair value of the retained interest in DNI wa s included in equity-accounted investment s on the Company’s unaudited condensed consolidated balance sheet as of March 31, 2019. (2) Other payables include a short-term loan of ZAR 60.5 million ($4.2 million, translated at exchange rates applicable as of March 31, 20 19) due to the Company and included in accounts receivable, net on the Company’s unaudited condensed consolidated balance sheet as of March 31, 2019. The loan wa s rep aid in full in Ju ly 2019. Interest on the loan was charged at the South African prime rate. 2. Acquisition and disposal of controlling interest in DNI (continued) (3) Amounts presented are net of a valuation allowance provided. Overall, t he disposal of DNI result ed in a capital loss for tax purposes of approximately $1.5 million and the Company provided a valuation allowance of $1.5 million against this capital loss because it does not have any capital gains to offset against this amount. On an individual basis, the transaction to dispose of 17% of DNI resulted in a capital gain of $0.5 million and the re-measurement of the retained 38% interest resulted in a capital loss of $2.0 million ($5.3 million (8% transaction) less $3.3 million (30% transaction)). The valuati on allowance of $1.5 million was provided against the $5.3 million, for a net amount presented in the table above of $3.8 million ($5.3 million less $1.5 million). Discontinued operation – DNI and Net1 Korea The Company determined that, following the disposal of its controlling interest, DNI should be classified as a discontinued operation because it represented a strategic shift that w ould have a major effect on the Company’s operations and financial results as a result. Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2019, for additional information regarding the deconsolidation of DNI. As discussed above, the Company has also classified Net 1 Korea as a discontinued operation. The table below presents certain major captions to the Company’s unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows for three and nine months ended March 31, 2019, that have not been separately presented on those statements related to the presentation of Net1 Korea and DNI as discontinued operations:
|  |  |  | Three months ended March 31, 2019 |  | Nine months ended March 31, 2019 |
|  |  |  | Net1 Korea |  | DNI |  | Total |  | Net1 Korea |  | DNI |  | Total |
|  | Unaudited condensed consolidated statement of operations |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Discontinued: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Revenue |  | $ | 32 056 |  | $ | 17 842 |  | $ | 49 898 |  | $ | 104 007 |  | $ | 56 337 |  | $ | 160 344 |
|  | Cost of goods sold, IT processing, servicing and support |  |  | 13 254 |  |  | 7 502 |  |  | 20 756 |  |  | 42 541 |  |  | 27 668 |  |  | 70 209 |
|  | Selling, general and administration |  |  | 13 270 |  |  | 1 935 |  |  | 15 205 |  |  | 41 015 |  |  | 3 657 |  |  | 44 672 |
|  | Depreciation and amortization |  |  | 4 112 |  |  | 2 427 |  |  | 6 539 |  |  | 13 418 |  |  | 8 026 |  |  | 21 444 |
|  | Impairment loss |  |  | - |  |  | 5 305 |  |  | 5 305 |  |  | - |  |  | 5 305 |  |  | 5 305 |
|  | Operating income |  |  | 1 420 |  |  | 673 |  |  | 2 093 |  |  | 7 033 |  |  | 11 681 |  |  | 18 714 |
|  | Interest income |  |  | 251 |  |  | 208 |  |  | 459 |  |  | 797 |  |  | 707 |  |  | 1 504 |
|  | Interest expense |  |  | 5 |  |  | 396 |  |  | 401 |  |  | 17 |  |  | 812 |  |  | 829 |
|  | Net income before tax |  |  | 1 666 |  |  | 485 |  |  | 2 151 |  |  | 7 813 |  |  | 11 576 |  |  | 19 389 |
|  | Income tax expense |  |  | 915 |  |  | 146 |  |  | 1 061 |  |  | 3 285 |  |  | 3 761 |  |  | 7 046 |
|  | Net income before earnings from equity-accounted investments |  |  | 751 |  |  | 339 |  |  | 1 090 |  |  | 4 528 |  |  | 7 815 |  |  | 12 343 |
|  | Earnings from equity-accounted investments(1) |  |  | - |  |  | 73 |  |  | 73 |  |  | - |  |  | 15 |  |  | 15 |
|  | Net income from discontinued operations |  | $ | 751 |  | $ | 412 |  | $ | 1 163 |  | $ | 4 528 |  | $ | 7 830 |  | $ | 12 358 |
|  | Loss on disposal of discontinued operation (as restated, refer to Note 1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Loss on disposal of discontinued operation (as restated) |  | $ | - |  | $ | (9 175) |  | $ | (9 175) |  | $ | - |  | $ | (9 175) |  | $ | (9 175) |
|  | Taxes related to disposal of discontinued operation |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
|  | Loss on disposal of discontinued operation after tax (as restated) |  | $ | - |  | $ | (9 175) |  | $ | (9 175) |  | $ | - |  | $ | (9 175) |  | $ | (9 175) |
|  | Unaudited condensed consolidated statement of cash flows |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Discontinued: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total net cash provided by (used in) operating activities |  | $ | 5 341 |  | $ | (393) |  | $ | 4 948 |  | $ | 19 161 |  | $ | 6 635 |  | $ | 25 796 |
|  | Total net cash used in investing activities |  | $ | (6 300) |  | $ | (319) |  | $ | (6 619) |  | $ | (14 328) |  | $ | (516) |  | $ | (14 844) |
2. Acquisition and disposal of controlling interest in DNI (continued) (1) Earnings from equity-accounted investments for the three and nine months ended March 31, 2019, represents earnings attributed to equity-accounted investments owned by DNI and included in the Company’s results as a result of the consolidation of DNI. The Company retained a continuing involvement in DNI, refer to Note 7. The Company recorded earnings under the equity method related to its retained investment in DNI during the three and nine months ended March 31, 2020, refer to Note 7. The table below presents revenues and expenses between the Company and DNI, after the DNI disposal transaction, during the three and nine months ended March 31, 2020:
|  | DNI |
|  |  |  |  |  |  |  |  |  |  | March 31, 2020 |
|  |  |  |  |  |  |  |  |  |  | Three months ended |  |  | Nine months ended |
|  | Revenue generated from transactions with DNI |  |  |  |  |  |  |  | $ | - |  | $ | - |
|  | Expenses incurred related to transactions with DNI |  |  |  |  |  |  |  | $ | 295 |  | $ | 2 902 |
Refer to Note 7 for the dividends received from DNI and accounted for under the equity method during the nine months ended March 31, 2020.

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