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Equity-Accounted Investments And Other Long-Term Assets
9 Months Ended
Mar. 31, 2024
Equity-Accounted Investments And Other Long-Term Assets [Abstract]  
Equity-Accounted Investments And Other Long-Term Assets
5.
 
Equity-accounted investments and other long-term assets
Refer to Note 9 to the Company’s audited consolidated
 
financial statements included in its Annual Report on Form 10-K for the
year ended June 30, 2023, for additional information regarding its equity-accounted
 
investments and other long-term assets.
Equity-accounted investments
The
 
Company’s
 
ownership
 
percentage
 
in its
 
equity-accounted
 
investments
 
as of
 
March 31,
 
2024,
 
and
 
June 30,
 
2023, was
 
as
follows:
 
 
 
 
 
 
 
 
 
 
 
March 31,
June 30,
2024
2023
Finbond Group Limited (“Finbond”)
-
%
27.8
%
Sandulela Technology
 
(Pty) Ltd ("Sandulela")
49.0
%
49.0
%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)
50.0
%
50.0
%
Finbond
In December
 
2023, the
 
Company sold
 
its entire
 
remaining equity
 
interest in
 
Finbond which
 
comprised of
220,523,358
 
shares,
and which represented approximately
 
27.8
% of Finbond’s issued and outstanding
 
ordinary shares immediately prior to the sale.
 
5.
 
Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Finbond (continued)
August 2023 agreement to sell entire
 
stake in Finbond
On
 
August
 
10,
 
2023,
 
the
 
Company,
 
through
 
its
 
wholly
 
owned
 
subsidiary
 
Net1
 
Finance
 
Holdings
 
(Pty)
 
Ltd,
 
entered
 
into
 
an
agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR
64.2
 
million ($
3.5
 
million), or
ZAR
0.2911
 
per share. The transaction was subject to certain conditions, including regulatory and shareholder approvals,
 
which were
finalized in December 2023. The
 
Company did
no
t record a gain or loss on the
 
disposal because the sale proceeds were
 
equivalent to
the net carrying
 
value, including accumulated
 
reserves, of the
 
investment in Finbond
 
as of
 
the disposal
 
date. The cash
 
proceeds received
of ZAR
64.2
 
million ($
3.5
 
million) were used to repay capitalized interest under our borrowing facilities, refer
 
to Note 8.
Sale of Finbond shares during the three
 
and nine months ended March 31, 2023
The Company
 
sold
17,357,346
 
and
24,818,937
 
shares in
 
Finbond for
 
cash during
 
the three
 
and nine
 
months ended
 
March 31,
2023, respectively, and recorded a loss
 
of $
0.3
 
million and $
0.4
 
million, which is included
 
in the caption net
 
gain on disposal of
 
equity-
accounted investments in the Company’s
 
unaudited condensed consolidated statements of operations.
The following
 
table presents
 
the calculation
 
of the
 
loss on
 
disposal of
 
Finbond shares
 
during the
 
three and
 
nine months
 
ended
March 31, 2024 and 2023:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
Nine months ended
 
March 31,
March 31,
2024
2023
2024
2023
Loss on disposal of Finbond shares:
Consideration received in cash
$
-
$
254
$
3,508
$
395
Less: carrying value of Finbond shares sold
-
(349)
(2,112)
(509)
Less: release of foreign currency translation reserve from
accumulated other comprehensive loss
-
(243)
(1,543)
(342)
Add: release of stock-based compensation charge related
 
to
equity-accounted investment
-
9
147
13
Loss on sale of Finbond shares
$
-
$
(329)
$
-
$
(443)
Finbond impairments recorded
 
during the nine months ended March 31, 2024
As noted earlier, the Company has entered into an agreement to exit its position in Finbond and the Company considered this an
impairment indicator. The
 
Company is required to include any foreign currency translation reserve
 
and other equity account amounts
in its impairment assessment if it considers exiting an equity method investment. The Company performed an impairment assessment
of its
 
holding in
 
Finbond, including
 
the foreign
 
currency translation
 
reserve and
 
other equity
 
account amounts,
 
as of September
 
30,
2023. The Company recorded an impairment loss of $
1.2
 
million during the quarter ended September 30, 2023, which represented the
difference between
 
the determined fair value
 
of the Company’s
 
interest in Finbond and
 
the Company’s
 
carrying value, including
 
the
foreign currency
 
translation reserve
 
(before the
 
impairment). The
 
Company used
 
the price of
 
ZAR
0.2911
 
referenced in
 
the August
2023 agreement referred to above to calculate the determined fair
 
value for Finbond.
Finbond impairments recorded
 
during the nine months ended March 31, 2023
The Company considered
 
the combination of
 
the ongoing losses incurred
 
and reported by
 
Finbond and its
 
lower share price
 
as
impairment indicators. The
 
Company performed an
 
impairment assessment of its
 
holding in Finbond
 
as of September 30,
 
2022. The
Company
 
recorded
 
an
 
impairment
 
loss
 
of
 
$
1.1
 
million
 
during
 
the
 
quarter
 
ended
 
September
 
30,
 
2022,
 
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
 
observed continued
 
limited trading in Finbond
shares on the JSE during the
 
three months ended September 30, 2022,
 
because a small number of shareholders
 
owned approximately
80
% of
 
its issued
 
and outstanding
 
shares between
 
them. The
 
Company calculated
 
a fair
 
value per
 
share for
 
Finbond by
 
applying a
liquidity discount of
25
% to
 
the September 30,
 
2022, Finbond closing
 
price of
 
ZAR
0.49
. The
 
Company increased the
 
liquidity discount
from
15
% (used
 
in the
 
previous impairment
 
assessment) to
25
% as
 
a result
 
of the
 
ongoing limited
 
trading activity
 
observed on
 
the
JSE.
 
5.
 
Equity-accounted investments and other long-term assets (continued)
Equity-accounted investments (continued)
Carbon
In September
 
2022, the
 
Company,
 
through its
 
wholly-owned subsidiary,
 
Net1 Applied
 
Technologies
 
Netherlands B.V.
 
(“Net1
BV”),
 
entered
 
into
 
a binding
 
term
 
sheet
 
with the
 
Etobicoke
 
Limited
 
(“Etobicoke”)
 
to sell
 
its entire
 
interest, or
25
%,
 
in Carbon
 
to
Etobicoke for
 
$
0.5
 
million and
 
a loan
 
due from
 
Carbon, with
 
a face
 
value of
 
$
3.0
 
million, to
 
Etobicoke for
 
$
0.75
 
million. Both
 
the
equity
 
interest and
 
the loan
 
had a
 
carrying value
 
of $
0
 
(zero) at
 
June 30,
 
2022. The
 
parties have
 
agreed that
 
Etobicoke pledge
 
the
Carbon shares purchased as security for the amounts outstanding
 
under the binding term sheet.
The
 
Company
 
received
 
$
0.25
 
million
 
on
 
closing
 
and
 
the
 
outstanding
 
balance
 
due
 
by
 
Etobicoke
 
was
 
expected
 
to
 
be
 
paid
 
as
follows: (i) $
0.25
 
million on September 30, 2023 (the amount was received in October 2023), and (ii) the remaining amount, of $
0.75
million in March 2024 (the amount has not been received as of March 31, 2024 (refer
 
to Note 2)). Both amounts were included in the
caption accounts
 
receivable, net and
 
other receivables in
 
the Company’s
 
unaudited condensed
 
consolidated balance
 
sheet as of
 
June
30,
 
2023.
 
The
 
Company
 
has
 
allocated
 
the
 
$
0.25
 
million
 
received
 
on
 
closing
 
to
 
the
 
sale
 
of
 
the
 
equity
 
interest
 
and
 
allocated
 
the
subsequent funds received first to the sale of the equity interest and then to the loans.
The Company
 
believed that
 
the fair
 
value of
 
the Carbon
 
shares provided
 
as security
 
was $
0
 
(zero), which
 
was in
 
line with
 
the
carrying value as
 
of June 30, 2022,
 
and created an allowance
 
for doubtful loans receivable
 
related to the $
1.0
 
million previously due
from Etobicoke.
 
The Company
 
did not
 
incur any significant
 
transaction costs.
 
The Company
 
has included
 
the gain of
 
$
0.25
 
million
related to the sale of the Carbon equity interest in the caption net
 
gain on disposal of equity-accounted investments
 
in the Company’s
unaudited condensed consolidated statements of operations.
The following table presents the calculation of the gain on disposal of Carbon
 
in September 2022:
 
 
 
 
 
 
 
 
 
Three months
ended September
30,
2022
Gain on disposal of Carbon shares:
Consideration received in cash in September 2022
$
250
Less: carrying value of Carbon
-
Gain on disposal of Carbon shares:
(1)
$
250
(1) The Company does
 
not expect to pay taxes
 
related to the sale of
 
Carbon because the base cost
 
of its investment exceeds
 
the
sales consideration received. The Company does not believe that it will be able to utilize the
 
loss generated because Net1 BV does not
generate taxable income.
Summarized below is the
 
movement in equity-accounted investments and
 
loans provided to equity-accounted
 
investments during
the nine months ended March 31, 2024:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finbond
Other
(1)
Total
Investment in equity
Balance as of June 30, 2023
$
3,040
$
131
$
3,171
Stock-based compensation
 
14
-
14
Comprehensive income:
(956)
126
(830)
Other comprehensive income
489
-
489
Equity accounted (loss) earnings
(1,445)
126
(1,319)
Share of net (loss) earnings
(278)
126
(152)
Impairment
(1,167)
-
(1,167)
Dividends received
 
-
(95)
(95)
Disposal of Finbond shares
(2,096)
-
(2,096)
Foreign currency adjustment
(2)
(2)
(3)
(5)
Balance as of March 31, 2024
$
-
$
159
$
159
 
(1) Includes Sandulela,
 
and SmartSwitch Namibia;
(2) The foreign currency
 
adjustment represents the effects
 
of the fluctuations
 
of the ZAR and Namibian
 
dollar, against the
 
U.S.
dollar on the carrying value.
5.
 
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 March
 
31, 2024, and June 30, 2023:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
June 30,
2024
2023
Total equity investments
 
$
76,297
$
76,297
Investment in
5
% of Cell C (June 30, 2023:
5
%) at fair value (Note 4)
-
-
Investment in
10
% of MobiKwik (June 30, 2023:
10
%)
(1)
76,297
76,297
Investment in
87.5
% of CPS (June 30, 2023:
87.5
%) at fair value
(1)(2)
-
-
Policy holder assets under investment contracts (Note 7)
213
257
Reinsurance assets under insurance contracts (Note 7)
1,525
1,040
Total other long-term
 
assets
$
78,035
$
77,594
(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.
Summarized below
 
are the components
 
of the Company’s
 
equity securities without
 
readily determinable
 
fair value and
 
held to
maturity investments as of March 31, 2024:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 (Note 2)
-
-
-
-
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, 2023:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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