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Equity-Accounted Investments And Other Long-Term Assets
12 Months Ended
Jun. 30, 2021
Equity-Accounted Investments And Other Long-Term Assets [Abstract]  
Equity-Accounted Investments And Other Long-Term Assets
8
.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
 
Equity-accounted investments
 
The Company’s ownership
 
percentage in its equity-accounted investments as of June 30, 2021 and 2020, was as follows:
June 30,
June 30,
2021
2020
Finbond Group Limited (“Finbond”)
31
 
%
31
 
%
Carbon Tech Limited
 
(“Carbon”), formerly OneFi Limited
25
 
%
25
 
%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)
50
 
%
50
 
%
Revix (“Revix”)
15
 
%
25
 
%
Bank Frick & Co AG (“Bank Frick”)
-
 
35
 
%
V2 Limited (“V2”)
-
 
50
 
%
Walletdoc Proprietary
 
Limited (“Walletdoc”)
-
 
20
 
%
Finbond
 
As of June 30, 2021,
 
the Company owned
268,820,933
 
shares in Finbond representing approximately
 
31.47
% of its issued and
outstanding ordinary
 
shares. Finbond
 
is listed
 
on the
 
Johannesburg
 
Stock Exchange
 
and its
 
closing price
 
on June
 
30, 2021,
 
the last
trading day
 
of the
 
month, was
 
ZAR
1.59
 
per share.
 
The market
 
value of
 
the Company’s
 
holding in
 
Finbond on
 
June 30,
 
2021, was
ZAR
427.4
 
million ($
29.9
 
million translated at
 
exchange rates applicable
 
as of June 30,
 
2021). On or about
 
March 9, 2020,
 
Finbond
repurchased
47
 
million of
 
its shares
 
for ZAR
2.91123
 
per share,
 
or a
 
total consideration
 
of ZAR
136.8
 
million, in
 
cash, from
 
other
Finbond shareholders
 
which resulted
 
in an
 
increase in
 
the Company’s
 
shareholding in
 
Finbond. On
 
August 2,
 
2019, the
 
Company,
pursuant to its election, received an additional
1,148,901
 
shares in Finbond as a capitalization share issue in lieu of a dividend.
 
Finbond published its
 
half-year results to
 
August 2020 in
 
October 2020, which
 
included the financial
 
impact of the
 
COVID-19
pandemic
 
on
 
its reported
 
results during
 
that
 
reporting
 
period.
 
Finbond
 
incurred
 
losses during
 
the
 
six
 
months
 
to
 
August 2020,
 
and
experienced a slow-down in
 
its lending activities. Finbond reported
 
that its lending activities had increased
 
again since August 2020,
albeit at a
 
slower pace compared
 
with the prior
 
calendar period. Finbond’s
 
share price declined
 
substantially during
 
the period from
its fiscal
 
year end
 
(February 2020)
 
to September
 
30, 2020, and
 
the weakness
 
in its
 
traded share
 
price continued
 
post September
 
30,
2020.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Equity-accounted investments (continued)
 
Finbond
 
The
 
Company
 
considered
 
the
 
combination
 
of
 
the
 
slow-down
 
in
 
business
 
activity
 
and
 
the
 
lower
 
share
 
price
 
as
 
impairment
indicators. The
 
Company performed
 
an impairment
 
assessment of
 
its holding
 
in Finbond
 
as of
 
September 30,
 
2020. The
 
Company
recorded
 
an
 
impairment
 
loss
 
of
 
$
16.8
 
million
 
during
 
the
 
quarter
 
ended
 
September
 
30,
 
2020,
 
related
 
to
 
the
 
other-than-temporary
decrease in Finbond’s value, which represented the difference between the
 
determined fair value of the
 
Company’s interest in Finbond
and the Company’s carrying value (before
 
the impairment). There is limited trading in Finbond shares on the JSE because it has
three
shareholders that
 
own approximately
90
% of
 
its issued
 
and outstanding
 
shares between
 
them. The
 
Company calculated
 
a fair
 
value
per share for Finbond by applying a liquidity discount of
15
% to the September 30, 2020, Finbond closing price of ZAR
1.04
.
 
The Company performed a
 
further impairment assessment of
 
its holding in
 
Finbond as of
 
December 31, 2020, following
 
a modest
further decline
 
in its
 
market price
 
during the
 
quarter ended December
 
31, 2020.
 
The Company
 
recorded an
 
impairment loss
 
of $
0.8
million
 
during
 
the
 
quarter
 
ended
 
December
 
31,
 
2020,
 
related
 
to
 
the
 
other-than-temporary
 
decrease
 
in
 
Finbond’s
 
value,
 
which
represented the difference between the determined fair value of the Company’s interest in Finbond and the Company’s
 
carrying value
(before the
 
impairment). The
 
Company calculated
 
a fair
 
value per
 
share for
 
Finbond by
 
applying a
 
liquidity discount
 
of
15
% to the
December 31,
 
2020, Finbond
 
closing price
 
of ZAR
0.99
. The
 
total impairment
 
charge for
 
the year
 
ended June
 
30, 2021,
 
was $
17.7
million.
 
Bank Frick
 
On February 3, 2021,
 
the Company, through its wholly-owned subsidiary, Net1 Holdings LI AG
 
(“Net1 LI”), entered into
 
a share
sales agreement
 
with the Frick
 
Family Foundation
 
(“KFS”) to sell
 
its entire interest,
 
or
35
%, in Bank
 
Frick to KFS
 
for $
30
 
million.
Net1 and certain entities within
 
the IPG group also entered
 
into an indemnity and release
 
agreement with KFS and Bank
 
Frick under
which
 
the
 
parties
 
agreed
 
to
 
terminate
 
all
 
existing
 
arrangements
 
with
 
Bank
 
Frick
 
and
 
settle all
 
liabilities
 
related
 
to
 
the
 
Company’s
activities with Bank Frick
 
through the payment of
 
$
3.6
 
million to KFS. The Company
 
received $
15.0
 
million, net, on closing, which
comprised $
18.6
 
million less the
 
$
3.6
 
million due to
 
KFS to terminate
 
all existing arrangements
 
with Bank Frick
 
and settle all
 
liabilities
related to IPG’s
 
activities with Bank
 
Frick. The Company included
 
the $
18.6
 
million within cash flows
 
from investing activities and
the $
3.6
 
million within
 
cash flows from
 
operating activities
 
in the
 
consolidated statement
 
of cash
 
flows for
 
the year
 
ended June 30,
2021. The outstanding balance due by KFS is expected
 
to be paid as follows: (i) $
7.5
 
million on October 30, 2021, which is included
in the caption accounts receivable, net and other receivables in the Company’s consolidated balance sheet as of June 30,
 
2021, and (ii)
the remaining amount, of $
3.9
 
million on July 15, 2022, which is included in the caption other long-term assets, including reinsurance
assets in
 
the Company’s
 
consolidated
 
balance sheet
 
as of
 
June 30,
 
2021. The
 
parties entered
 
into a
 
security
 
and pledge
 
agreement
under which KFS pledged the Bank Frick shares purchased as security for
 
the amounts outstanding under the share sales agreement.
 
The Company incurred transaction costs of approximately $
0.04
 
million.
 
 
The following table presents the calculation of the loss on disposal of Bank Frick
 
on February 3, 2021:
February 3,
2021
Loss on sale of Bank Frick:
Consideration received in cash on February 3, 2021
$
18,600
Consideration received with note on February 3, 2021, refer to (Note 3) and
 
other long-term assets below
11,400
Less: transaction costs
(42)
Less: carrying value of Bank Frick
(32,892)
Add: release of foreign currency translation reserve from accumulated other
 
comprehensive loss
2,462
Loss on sale of Bank Frick
(1)
$
(472)
(1)
 
The Company does not
 
expect to pay taxes related
 
to the sale of Bank
 
Frick because the base
 
cost of its investment
 
exceeds
the sales consideration received. The Company does not
 
believe that it will be able
 
to utilize any capital loss, if
 
any, generated because
Net1
 
LI
 
does
 
not
 
own
 
any
 
other
 
capital
 
assets.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Equity-accounted investments (continued)
 
Bank Frick
 
Payment of option termination fee in April 2020
 
On October 2, 2019, the Company exercised its option to
 
acquire an additional
35
% interest in Bank Frick from the
 
Frick Family
Foundation. The
 
Company had
 
agreed to
 
pay an
 
amount, the
 
“Option Price
 
Consideration”, for
 
an additional
35
% interest
 
in Bank
Frick, which represented the higher of CHF
46.4
 
million ($
46.5
 
million at exchange rates on October 2, 2019) or
35
% of 15 times the
average
 
annual
 
normalized
 
net
 
income
 
of
 
the
 
Bank
 
over
 
the
 
two
 
years
 
ended
 
December
 
31,
 
2018.
 
The
 
shares
 
would
 
have
 
only
transferred on payment
 
of the Option
 
Price Consideration,
 
which was expected
 
to occur on
 
the later of
 
(i) 180 days
 
after the date
 
of
exercise
 
of
 
the
 
option;
 
(ii)
 
in
 
the
 
event
 
of
 
any
 
regulatory
 
approvals
 
being
 
required,
 
10
 
days
 
after
 
receipt
 
of
 
approval
 
(either
unconditionally or on
 
terms acceptable to
 
both parties); and (iii)
 
10 days after
 
the date on which
 
the Option Price
 
Consideration was
agreed or
 
finally determined.
 
On April
 
9, 2020,
 
the Company,
 
through its
 
wholly owned
 
subsidiary,
 
Net1 Holdings
 
LI AG,
 
entered
into a termination agreement
 
pursuant to which the
 
option to acquire a
 
further
35
% of Bank Frick was
 
cancelled. On April 15,
 
2020,
the Company paid a termination fee of CHF
17.0
 
million ($
17.5
 
million) to the Frick Family to cancel the option.
 
Bank Frick impairment recorded
 
during the year ended June 30, 2020
 
The Company
 
considered the
 
termination of
 
the exercise
 
of the
 
option to
 
acquire a
 
further
35
% of
 
Bank Frick
 
an impairment
indicator. The
 
Company recorded an impairment loss
 
of $
18.3
 
million during the quarter ended
 
March 31, 2020, related to the other-
than-temporary decrease in Bank Frick’s value, which represented the difference between the determined fair value of the Company’s
interest
 
in
 
Bank
 
Frick
 
and
 
the
 
Company
 
carrying
 
value
 
(before
 
the
 
impairment).
 
The
 
Company,
 
with
 
the
 
assistance
 
of
 
external
consultants,
 
considered
 
a
 
multiple
 
based
 
valuation
 
approach
 
in
 
respect
 
of
 
the
 
March
 
31,
 
2020
 
balance
 
sheet
 
date. The
 
Company
believes that
 
a price
 
to book
 
methodology
 
is the
 
most appropriate
 
for a
 
valuing a
 
bank, but
 
also took
 
into account
 
a price
 
earnings
approach to support the primary methodology. An appropriate peer group was selected based on the activities of Bank Frick and, after
applying a
 
regression analysis
 
to compensate
 
for differences
 
in the
 
return on
 
equity in
 
the peer
 
group, a
 
price to
 
book ratio
 
of
1.15
times was determined, but
 
the multiple ranged from
0.7
 
times to
4.7
 
times. The Company determined
 
to use a price to
 
book multiple
of approximately
0.9
 
times to value its investment in Bank Frick
 
as of March 31, 2020. The Company used a
 
multiple at the lower end
of the
 
peer group
 
range as
 
a result
 
of Bank
 
Frick’s
 
size (based
 
on net
 
asset value)
 
and product
 
mix relative
 
to the
 
peer group.
 
The
Company’s
35
% portion
 
of approximately
0.9
 
times Bank
 
Frick’s
 
March 31,
 
2020, net
 
asset value
 
was lower
 
than the
 
Company’s
carrying value in Bank Frick as of March 31, 2020. On April 13,
 
2020, the Company received a cash dividend of approximately CHF
1.3
 
million ($
1.3
 
million).
 
 
V2 Limited
 
In August
 
2019, the Company
 
made a further
 
equity contribution
 
of $
1.3
 
million to V2
 
Limited (“V2”)
 
and in January
 
2020 it
made its final committed equity
 
contribution of $
1.3
 
million bringing the total
 
equity contribution to $
5.0
 
million. For its
 
quarter ended
March 2020,
 
the Company recorded
 
an impairment loss
 
of $
2.5
 
million, related
 
to the other-than-temporary
 
decrease in V2’s
 
value.
The Company believed
 
that V2’s
 
March 2020 net
 
asset value represented
 
its fair value
 
because it did
 
not have supportable
 
forecasts
available
 
at
 
that
 
time
 
to
 
apply
 
other
 
valuation
 
models,
 
including
 
a
 
discounted
 
cash
 
flow.
 
The
 
carrying
 
value
 
of
 
the
 
Company’s
investment in V2 (before the impairment) was higher than its portion of V2’s
 
net asset value and therefore the Company recorded the
impairment loss. In December
 
2020, the Company no
 
longer expected to recover its
 
carrying value in V2 and
 
impaired its remaining
interest in
 
V2, recording
 
an impairment
 
loss of
 
$
0.5
 
million during
 
the nine
 
months ended
 
March 31,
 
2021. The
 
Company sold
 
its
investment in V2 on April 22, 2021, for
one
 
dollar.
 
The
 
Company
 
had
 
also
 
committed
 
to
 
provide
 
V2
 
with
 
a
 
working
 
capital
 
facility
 
of
 
$
5.0
 
million,
 
which
 
was
 
subject
 
to
 
the
achievement of certain pre-defined objectives, and in June 2020 it provided $
0.5
 
million to V2 under this facility. In September 2020,
the Company and
 
V2 agreed to reduce
 
the $
5.0
 
million working capital
 
facility to $
1.5
 
million. In October
 
2020, V2 drew down
 
the
remaining available $
1.0
 
million of the working
 
capital facility.
 
The Company created
 
an allowance for
 
doubtful loans receivable
 
of
$
1.5
 
million
 
during
 
the
 
year
 
ended
 
June
 
30,
 
2021,
 
related
 
to
 
the
 
full
 
amount
 
outsta
nding
 
as
 
of
 
June
 
30,
 
2021.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Equity-accounted investments (continued)
 
Carbon
 
The Company recorded
 
an impairment loss
 
of $
2.9
 
million during the
 
fourth quarter of
 
fiscal 2021, related
 
to the other-
than-temporary decrease in Carbon’s value. As of June 30, 2021, Carbon had a negative net book value and incurred an operating loss
during
 
the
 
twelve
 
months
 
to
 
June
 
30,
 
2021.
 
The
 
Company
 
considered
 
these
 
operating
 
losses
 
and
 
the
 
negative
 
net
 
book
 
value
 
as
impairment indicators and performed an impairment
 
assessment as of June 30, 2021.
 
The Company considered a variety of valuation
techniques, including
 
the revenue multiple
 
and price to
 
book ratio techniques,
 
and determined to
 
value its interest
 
in Carbon
 
using a
price
 
to book
 
ratio.
 
The Company
 
included
 
the price
 
to book
 
ratio of
 
a number
 
of African
 
banks
 
and digital
 
banks in
 
its peer
 
set.
However, as Carbon had a negative book value as of June 30,
 
2021, the result would always be nil regardless of the
 
price to book ratio
of
 
the
 
peer
 
group.
 
Therefore,
 
the
 
Company
 
concluded
 
that
 
its
 
investment
 
in
 
Carbon
 
had
 
a
 
fair
 
value
 
of
 
$
0
 
(nil)
 
and
 
impaired
 
the
carrying value in Carbon to $
0
 
(nil).
 
Walletdoc
 
In November 2020, the Company’s
 
subsidiary, Net1 SA, signed
 
an agreement with Walletdoc
 
under which Walletdoc
 
agreed to
repay the loan due to Net1 SA in full and Net1 SA agreed to dispose of its entire interest
 
in Walletdoc to Walletdoc.
 
DNI
 
As of
 
June 30,
 
2019, the
 
Company owned
30
% of
 
the voting
 
and economic
 
rights of
 
DNI. In
 
February 2020,
 
the Company’s
ownership percentage in
 
DNI reduced from approximately
30
% to
27
% following the issuance
 
by DNI of additional
 
ordinary no par
value shares. The Company did not acquire additional ordinary shares in DNI
 
and therefore its ownership percentage was diluted. The
terms
 
and
 
conditions
 
of
 
the
 
option
 
referred
 
to
 
below
 
were
 
unaffected
 
by
 
the
 
additional
 
issuance
 
by
 
DNI.
 
The
 
Company
 
sold
 
its
remaining interest in DNI in April 2020.
 
Sale of remaining interest
 
in April 2020
 
In May
 
2019, Net1 Applied
 
Technologies South Africa Proprietary
 
Limited (“Net1 SA”)
 
granted an
 
option to DNI,
 
or its
 
nominee,
to acquire
 
the
30,394,765
 
DNI shares
 
Net1 SA
 
held. The
 
option strike
 
price was
 
calculated as
 
ZAR
2.827
 
billion ($
158.0
 
million,
translated
 
at exchange
 
rates applicable
 
as of
 
March 31,
 
2020) less
 
any
 
special distribution
 
made by
 
DNI multiplied
 
by Net1
 
SA’s
retained interest (i.e.
 
assuming no special
 
distribution, the strike
 
price for the
 
retained interest was
 
ZAR
859.3
 
million, or $
48.0
 
million,
translated at exchange
 
rates applicable as
 
of June 30,
 
2020).
 
It was permissible
 
for the call
 
option to be
 
split into smaller
 
denominations,
but Net1 SA could not
 
be left with less than
20
% unless the whole remaining
 
interest was disposed of.
 
DNI was entitled to nominate
another party to
 
exercise the call
 
option in the
 
place of DNI,
 
provided that the
 
nominated party
 
acquired call options
 
representing at
least
2.5
% of DNI’s voting and participation
 
interests.
 
 
The option was
 
exercised on March 31,
 
2020. DNI nominated
 
MIC Investment Holdings Proprietary
 
Limited (“MIC”) to
 
exercise
a
 
portion
 
of
 
the
 
option
 
to
 
acquire
26,886,310
 
of
 
the
30,394,765
 
DNI
 
shares
 
for
 
ZAR
760.0
 
million
 
($
42.5
 
million,
 
translated
 
at
exchange rates
 
applicable as of
 
March 31, 2020)
 
from Net1 SA.
 
The transaction
 
closed on April
 
1, 2020 and
 
MIC settled the
 
option
consideration in cash. On March 31, 2020, and together with the
 
MIC transaction, DNI exercised a portion
 
of the option to acquire the
remaining
3,508,455
 
DNI shares from
 
Net1 SA for
 
ZAR
99.2
 
million ($
5.5
 
million, translated at
 
exchange rates applicable as
 
of March
31, 2020) through the issue of a note to Net1 SA. The transaction also closed
 
on April 1, 2020.
 
 
The note
 
was unsecured. The
 
note principal
 
was repayable
 
in
18
 
equal monthly installments
 
of ZAR
5.5
 
million ($
0.3
 
million,
translated at exchange rates applicable
 
as of June 30, 2020) commencing
 
on October 31, 2020. Interest was
 
charged at a fixed rate of
7.25
% per annum and accrued monthly from October 1, 2020 and was repayable together with the principal payments. The Company
adjusted the
 
12-month JIBAR
 
interest rate
 
of
6.33
% quoted
 
by Rand
 
Merchant Bank
 
by
0.30
% to
 
derive a
 
24-month rate
 
of
6.63
%
which was
 
used to
 
determine
 
the present
 
value of
 
the ZAR
99.2
 
million note.
 
The present
 
value of
 
the note
 
as of
 
March 31,
 
2020,
using the
 
derived interest
 
rate and
 
the expected
 
cash repayments
 
was ZAR
95.7
 
million ($
5.4
 
million, translated
 
at exchange
 
rates
applicable as of March 31, 2020). The portion of the note that was expected to be repaid during the twelve months following June 30,
2020, was
 
included in
 
accounts receivable,
 
net and
 
other receivables
 
in the
 
consolidated balance
 
sheet as
 
of June
 
30, 2020
 
(refer to
Note 3). The remaining amount (the long-term portion) was included in other
 
long-term assets in the consolidated balance sheet as of
June 30, 2020 (refer also to the section “Other long-term assets” below)
 
.
 
Th
e
 
Company
 
incurred
 
transaction
 
costs
 
of
 
approximately
 
$
1.0
 
million
.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Equity-accounted investments (continued)
 
DNI
 
Sale of remaining interest
 
in April 2020
 
The following table presents the calculation of the loss on disposal of DNI on
 
April 1, 2020:
April 1
2020
Consideration received in cash on April 1, 2020 -
26,886,310
 
shares
$
42,477
Consideration received with note on April 1, 2020 - present value of note
 
-
3,508,455
 
shares
5,354
Less: transaction costs
(1,010)
Less: carrying value of DNI
(36,508)
Less: release of foreign currency translation reserve from accumulated other
 
comprehensive loss
(11,323)
Loss on sale of DNI before tax
(1,010)
Taxes related to sale of
 
DNI
-
Capital gains tax related to sale of DNI
(1)
2,475
Utilization of capital loss carryforwards
(1)
(2,475)
Loss on disposal of DNI after tax
$
(1,010)
(1) Net1 SA recorded a valuation allowance related to capital losses previously generated but
 
not utilized. The Company utilized
approximately $
12.0
 
million of these unutilized capital losses as a result of the disposal of its remaining interest in DNI in April 2020
and, therefore, the equivalent portion of the valuation allowance
 
created was released.
 
Sale of 8% in May 2019
 
On
 
May
 
3,
 
2019,
 
Net1
 
SA
 
entered
 
into
 
a
 
transaction
 
with
 
FirstRand
 
Bank
 
Limited,
 
acting
 
through
 
its
 
Rand
 
Merchant
 
Bank
division
 
(“RMB”),
 
in
 
terms
 
of
 
which
 
Net1
 
SA
 
reduced
 
its
 
shareholding
 
in
 
DNI
 
from
38
%
 
to
30
%
 
through
 
the
 
sale
 
of
7,605,235
ordinary “A” shares
 
in DNI for a transaction
 
consideration 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
 
its existing
 
cash reserves
 
to settle
 
its outstanding
 
long-term borrowings
 
of ZAR
230.0
 
million in full.
 
 
The following table presents the calculation of the gain on disposal of the 8%
 
retained interest in DNI on May 3, 2019:
May 3,
2019
May 3, 2019 fair value of consideration received
$
15,011
Less: equity-method interest sold
(14,996)
Less: released from accumulated other comprehensive loss – foreign
 
currency translation reserve (as restated)
(Note 1 and Note 14)
162
May 2019 gain recognized on disposal, before tax
177
Capital loss related to disposal
(1)
-
Gain recognized on disposal, after tax, as of May 3, 2019
$
177
(1)
 
The disposal
 
of the
8
% interest
 
in DNI
 
resulted
 
in a
 
capital loss
 
for
 
tax purposes
 
of approximately
 
$
23.9
 
million and
 
the
Company provided a
 
valuation allowance of
 
$
23.9
 
million against this capital
 
loss because it did
 
not have any
 
capital gains to offset
against this amount at the time.
 
 
DNI impairments recorded
 
during the year ended June 30, 2020
 
During year ended June 30, 2020, the Company recorded impairment losses of $
13.1
 
million. These impairment losses included
(i) an
 
amount of
 
$
11.5
 
million related
 
to the difference
 
between the
 
fair value
 
of consideration
 
received on
 
April 1, 2020
 
following
the
 
sale
 
of
 
its remaining
 
interest,
 
and
 
the
 
carrying
 
value
 
of DNI
 
as of
 
March
 
31,
 
2020,
 
which
 
included
 
$
11.3
 
million
 
included
 
in
accumulated other
 
comprehensive loss as
 
of March 31,
 
2020, and (ii)
 
an amount of
 
$
1.6
 
million representing
 
the excess of
 
recorded
earnings from DNI over
 
its carrying value, calculated
 
as the amount that
 
the Company could receive pursuant
 
to the call option
 
granted
to
 
DNI
 
in
 
May
 
2019
.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Equity-accounted investments (continued)
 
 
Summarized below is the movement in equity-accounted investments during the years ended 2021 and 2020,
 
which includes the
investment in equity and the investment in loans provided to equity-accounted
 
investees:
Finbond
Bank Frick
DNI
Other
(1)
Total
Investment in equity
Balance as of June 30, 2019
$
32,611
$
47,240
$
61,030
$
7,398
$
148,279
Acquisition of shares
 
274
-
-
2,500
2,774
Stock-based compensation
 
71
-
-
-
71
Comprehensive (loss) income:
4,067
(17,273)
(9,744)
(4,365)
(27,315)
Other comprehensive income
 
2,227
-
-
-
2,227
Equity accounted (loss) earnings
1,840
(17,273)
(9,744)
(4,365)
(29,542)
Share of net income (loss)
1,857
1,421
4,676
(1,865)
6,089
Amortization of acquired intangible
assets
 
-
(569)
(1,874)
-
(2,443)
Deferred taxes on acquired intangible
assets
 
-
136
524
-
660
Dilution resulting from corporate
transactions
 
(17)
-
-
-
(17)
Impairment
-
(18,261)
(13,070)
(2,500)
(33,831)
Dividends received
 
(274)
(1,308)
(1,787)
(454)
(3,823)
Sale of DNI
-
-
(36,508)
-
(36,508)
Foreign currency adjustment
(2)
(5,873)
1,080
(12,991)
(478)
(18,262)
Balance as of June 30, 2020
30,876
29,739
-
4,601
65,216
Stock-based compensation
 
(25)
-
-
-
(25)
Comprehensive (loss) income:
(23,976)
1,156
-
(4,025)
(26,845)
Other comprehensive income
 
(1,967)
-
-
-
(1,967)
Equity accounted (loss) earnings
(22,009)
1,156
-
(4,025)
(24,878)
Share of net income (loss)
(4,359)
1,156
-
(531)
(3,734)
Impairment
(17,650)
-
-
(3,494)
(21,144)
Dividends received
 
-
-
-
(194)
(194)
Sale of DNI
-
(32,892)
-
(13)
(32,905)
Foreign currency adjustment
(2)
2,947
1,997
-
(187)
4,757
Balance as of June 30, 2021
$
9,822
$
-
$
-
$
182
$
10,004
Investment in loans:
Balance as of June 30, 2019
$
-
$
-
$
-
$
148
$
148
Loans granted
-
-
-
1,230
1,230
Allowance for doubtful loans
-
-
-
(730)
(730)
Foreign currency adjustment
(2)
-
-
-
(28)
(28)
Balance as of June 30, 2020
-
-
-
620
620
Loans repaid
-
-
-
(134)
(134)
Loans granted
-
-
-
1,238
1,238
Allowance for doubtful loans
-
-
-
(1,738)
(1,738)
Foreign currency adjustment
(2)
-
-
-
14
14
Balance as of June 30, 2021
$
-
$
-
$
-
$
-
$
-
Equity
Loans
Total
Carrying amount as of :
June 30, 2020
$
65,216
 
$
620
 
$
65,836
 
June 30, 2021
$
10,004
 
$
-
 
$
10,004
(1) Includes Carbon, SmartSwitch Namibia, V2 and Walletdoc;
(2)
 
The
 
foreign
 
currency
 
adjustment
 
represents
 
the
 
effects
 
of
 
the
 
fluctuations
 
of
 
the
 
Swiss
 
franc,
 
ZAR,
 
Nigerian
 
naira
 
and
Namibian
 
dollar,
 
against
 
the
 
U.S.
 
dollar
 
on
 
the
 
carrying
 
value.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Summary financial information of equity-accounted
 
investments
Summarized
 
below
 
is the
 
financial
 
information
 
of
 
equity-accounted
 
investments
 
(during
 
the
 
Company’s
 
reporting
 
periods
 
in
which investments were carried using the equity-method, unless otherwise noted)
 
as of the stated reporting period of the investee and
translated at the applicable closing or average foreign exchange
 
rates (as applicable):
Finbond
(1)
Bank Frick
(2)
DNI
Other
(3)
Balance sheet, as of
February 28
June 30
June 30
Various
Current assets
(4)
2021
$
n/a
$
n/a
$
n/a
$
24,066
2020
n/a
n/a
n/a
19,910
Long-term assets
2021
289,260
n/a
n/a
4,977
2020
294,734
1,042,366
n/a
6,145
Current liabilities
(4)
2021
n/a
n/a
n/a
26,983
2020
n/a
n/a
n/a
7,824
Long-term liabilities
2021
208,043
n/a
n/a
5,732
2020
189,159
940,948
n/a
18,076
Non-controlling interest
2021
13,574
n/a
n/a
-
2020
15,795
-
n/a
(73)
Statement of operations, for the period ended
February 28
June 30
(2)
June 30
(5)
Various
Revenue
2021
95,847
35,641
n/a
6,404
2020
161,378
37,864
68,983
7,862
2019
174,177
41,126
15,898
33,707
Operating income (loss)
2021
(18,980)
3,860
n/a
(2,413)
2020
17,483
4,815
24,563
(5,064)
2019
20,355
3,633
5,814
(753)
Income (loss) from continuing operations
2021
(15,466)
3,303
n/a
(2,539)
2020
14,449
4,053
17,092
(5,116)
2019
17,761
3,169
4,306
(915)
Net income (loss)
2021
(17,889)
3,303
n/a
(2,539)
2020
6,433
4,053
15,772
(5,014)
2019
$
9,385
$
3,169
$
4,481
$
(1,029)
(1) Finbond balances included were derived from its publicly
 
available information and presented for its years ended February;
(2) Bank Frick
 
disposed of in February
 
2021. Statement of operations
 
information for Bank
 
Frick is for the
 
period from July 1,
2020 to January 31, 2021, and the full twelve months for both fiscal 2020
 
and 2019.
(3) Includes
 
Carbon, SmartSwitch
 
Namibia, Revix,
 
Walletdoc
 
and V2,
 
as appropriate.
 
Balance sheet
 
information
 
for Carbon,
SmartSwitch Namibia, Revix and
 
V2 is as of June 30,
 
2021 and 2020,
 
and Walletdoc
 
as of February 29, 2021 and
 
February 28,
2020,
 
respectively.
 
Statement of
 
operations information
 
for Carbon,
 
SmartSwitch Namibia,
 
Revix, and
 
V2 for
 
the year
 
ended
June 30, and Walletdoc
 
for the year ended February 28/29 (as appropriate);
(4) Bank Frick and Finbond are banks and do not present current and
 
long-term assets and liabilities. All assets and liabilities of
these two entities are included under the long-term caption;
(5) Statement of operations information for DNI is for the period from July 1,
 
2019 to March 31, 2020, and April 1, 2019 to
 
June
30,
 
2019.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Other long-term assets
 
Summarized below is the breakdown of other long-term assets as of June 30,
 
2021, and June 30, 2020:
June 30,
June 30,
2021
2020
Total equity investments
 
$
76,297
$
26,993
Investment in
11
% (2020:
12
%) of MobiKwik
(1)
76,297
26,993
Investment in
15
%
 
of Cell C, at fair value (Note 5)
-
-
Investment in
87.50
% of CPS (Note 23)
(1)(2)
-
-
Total held to maturity
 
investments
 
-
-
Investment in
7.625
% of Cedar Cellular Investment 1 (RF) (Pty) Ltd
8.625
% notes
-
-
Long-term portion of amount due related to sale of interest in Bank Frick
(3)
3,890
-
Long-term portion of amount due from DNI related to sale of remaining interest
 
in DNI
-
2,857
Policy holder assets under investment contracts (Note 10)
381
490
Reinsurance assets under insurance contracts (Note 10)
1,298
1,006
Total other long-term
 
assets
$
81,866
$
31,346
(1)
 
The Company
 
determined
 
that
 
MobiKwik
 
and CPS
 
do not
 
have
 
readily
 
determinable
 
fair
 
values
 
and
 
therefore
 
elected to
record these investments
 
at cost minus impairment,
 
if any,
 
plus or minus changes
 
resulting from observable
 
price changes in orderly
transactions for the identical or a similar investment of the same issuer.
(2) On October 16, 2020,
 
the High Court of
 
South Africa, Gauteng Division, Pretoria
 
ordered that CPS be
 
placed into liquidation.
(3) Long-term portion of amount due related to sale of interest in Bank Frick represents the amount due by the purchaser
 
in July
2022.
 
MobiKwik
 
The Company
 
signed a
 
subscription agreement
 
with MobiKwik,
 
which is
 
one of
 
India’s
 
largest independent
 
mobile payments
networks,
 
with over
100
 
million
 
users and
2.3
 
million merchants.
 
Pursuant
 
to the
 
subscription
 
agreement,
 
the Company
 
agreed
 
to
make an equity investment of up
 
to $
40.0
 
million in MobiKwik over a
24
-month period. The Company made
 
an initial $
15.0
 
million
investment in
 
August 2016 and
 
a further $
10.6
 
million investment in
 
June 2017, under
 
this subscription agreement.
 
During the year
ended June 30, 2019, the
 
Company paid $
1.1
 
million to subscribe for additional
 
shares in MobiKwik. As of
 
June 30, 2021 and 2020,
respectively, the
 
Company owned approximately
11
% and
12
% of MobiKwik’s issued share capital.
 
During the year
 
ended June 30,
 
2021, MobiKwik
 
entered into a
 
number of separate
 
agreements with new
 
shareholders to
 
raise
additional capital through the issuance of additional shares. Specifically, the Company used the following transactions as the basis for
its fair value
 
adjustments to
 
its investment in
 
MobiKwik during
 
the year ended
 
June 30, 2021:
 
(i) in early
 
November 2020,
 
$
135.54
per share; March 2021,
 
$
170.33
 
per share; and June
 
2021, $
245.50
 
per share. The Company
 
considered each of these
 
transactions to
be an observable
 
price change in an
 
orderly transaction for
 
similar or identical equity
 
securities issued by MobiKwik.
 
The Company
used the
 
November 2020
 
valuation as
 
the basis
 
for its
 
adjustment to
 
increase the
 
carrying value
 
in its
 
investment in
 
MobiKwik by
$
15.1
 
million from $
27.0
 
million to $
42.1
 
million as of December 31, 2020. The Company
 
used the March 2021 valuation as the basis
for its adjustment to increase
 
the carrying value in
 
its investment in MobiKwik
 
by $
10.8
 
million from $
42.1
 
million to $
52.9
 
million
as of March 31,
 
2021. The Company used
 
the June 2021 valuation
 
as the basis for its
 
adjustment to increase the
 
carrying value in its
investment in
 
MobiKwik by
 
$
24.0
 
million from
 
$
52.9
 
million to $
76.3
 
million as
 
of June 30,
 
2021. The
 
change in
 
the fair
 
value of
MobiKwik for the year ended June 30, 2021, of $
49.3
 
million, is included in the caption “Change in fair value of equity securities” in
the consolidated statement of operations for the year ended June 30,
 
2021.
 
Cell C
 
 
On
 
August
 
2,
 
2017,
 
the
 
Company,
 
through
 
its
 
subsidiary,
 
Net1SA,
 
purchased
75,000,000
 
class
 
“A”
 
shares
 
of
 
Cell
 
C
 
for
 
an
aggregate purchase price of ZAR
2.0
 
billion ($
151.0
 
million) in cash. The Company funded the transaction
 
through a combination of
cash and a
 
borrowing facility.
 
Net1 SA has
 
pledged, among other
 
things, its entire
 
equity interest in
 
Cell C as
 
security for the
 
South
African facilities described in Note 11 used to partially fund the acquisition of Cell C. The Company’s
 
investment in Cell is carried at
fair
 
value.
 
Refer
 
to
 
Note
 
5
 
for
 
additional
 
information
 
regarding
 
changes
 
in
 
the
 
fair
 
value
 
of
 
Cell
 
C.
 
 
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Other long-term assets (continued)
 
CPS
 
The Company deconsolidated its investment in CPS in May
 
2020, refer to Note 23. As of June 30, 2021 and 20
 
20, respectively,
the Company owned
87.5
% of CPS’ issued share capital.
 
Cedar Cellular
 
No
 
interest income from the Cedar Cellular note was recorded during the years ended June 30, 2021 and 2020, respectively. The
Company recognized interest income of $
2.4
 
million related to the Cedar Cellular notes during the year ended June 30, 2019. Interest
on this investment will only
 
be paid, at Cedar Cellular’s
 
election, on maturity
 
in August 2022. The
 
Company’s effective
 
interest rate
on the Cedar Cellular note was
24.82
% as of June 30, 2019.
 
The Company does
 
not expect to
 
recover the amortized
 
cost basis of
 
the Cedar Cellular
 
notes due to
 
a reduction in
 
the amount
of future cash flows expected to be collected from the
 
debt security compared to previous expectations. The Company does not
 
expect
to generate any cash flows from the debt security at
 
maturity in August 2022 or prior to the maturity date
 
due to the current challenges
facing the business and the uncertainties over the future value of the current equity in Cell C. Accordingly, the Company believes it is
unlikely that
 
Cedar Cellular will
 
generate sufficient
 
cash inflows to
 
settle any outstanding
 
accumulated interest
 
and principal due
 
to
the note holders on maturity in August 2022.
 
The Company cannot
 
calculate an effective
 
interest rate on the
 
Cedar Cellular note
 
because the carrying
 
value is currently zero
($
0.0
 
million) as of June 30, 2021 and 2020. The Company
 
therefore cannot calculate the present value of the
 
expected cash flows to
be collected
 
from the
 
debt security
 
by discounting
 
these cash
 
flows at the
 
interest rate
 
implicit in
 
the security
 
upon acquisition
 
(at a
rate of
24.82
%) because there are no future cash flows to
 
discount. The present value of the expected cash flows of zero
 
($
0.0
 
million)
is less than
 
the amortized
 
cost basis recorded
 
of $
12.8
 
million (before the
 
cumulative 2019 impairments
 
for the year
 
ended June 30,
2019). Accordingly,
 
the Company
 
recorded an
 
other-than-temporary
 
impairment related
 
to a
 
credit loss
 
of $
12.8
 
million during
 
the
year
 
ended June
 
30, 2019.
 
The impairment
 
of $
12.8
 
million is
 
included
 
in the
 
caption “Impairment
 
of Cedar
 
Cellular note”
 
in the
consolidated statement of operations for the year ended June 30,
 
2019.
 
Summarized below
 
are the components
 
of the Company’s
 
equity securities
 
without readily
 
determinable fair
 
value and held
 
to
maturity investments as of June 30, 2021:
Cost basis
Unrealized
holding
Unrealized
holding
Carrying
gains
losses
value
Equity securities:
Investment in Mobikwik
$
26,993
$
49,304
$
-
$
76,297
Investment in CPS
-
-
-
-
Held to maturity:
Investment in Cedar Cellular notes
 
-
-
-
-
Total
 
$
26,993
$
49,304
$
-
$
76,297
Summarized below are the components of the Company’s
 
equity securities without readily determinable fair value and held to
maturity investments as of June 30, 2020:
Cost basis
Unrealized
holding
Unrealized
holding
Carrying
gains
losses
value
Equity securities:
Investment in MobiKwik
$
26,993
$
-
$
-
$
26,993
Investment in CPS
-
-
-
-
Held to maturity:
Investment in Cedar Cellular notes
 
-
-
-
-
Total
 
$
26,993
$
-
$
-
$
26,993
8.
 
EQUITY
-
ACCOUNTED
 
INVESTMENTS
 
AND
 
OTHER
 
LONG
-
TERM
 
ASSETS
 
(continued)
 
 
Contractual maturities of held to maturity investments
 
Summarized below is the contractual maturity of the Company’s
 
held to maturity investment as of June 30, 2021:
Cost basis
Estimated
fair
value
(1)
Due in one year or less
 
$
-
$
-
Due in one year through five years
(2)
-
-
Due in five years through ten years
 
-
-
Due after ten years
 
-
-
Total
 
$
-
$
-
(1)
 
The
 
estimated
 
fair
 
value
 
of
 
the
 
Cedar
 
Cellular
 
note
 
has
 
been
 
calculated
 
utilizing
 
the
 
Company’s
 
portion
 
of
 
the
 
security
provided to the Company by Cedar Cellular, namely,
 
Cedar Cellular’s investment in Cell C.
(2) The cost basis is zero ($
0.0
 
million).