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Borrowings | 6 Months Ended
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Dec. 31, 2024
Borrowings [Abstract] |
Borrowings | Movement in short-term credit facilities (continued) Summarized below are the Company’s short-term facilities as of December 31, 2024, and the movement in the Company’s short- term facilities from as of June 30, 2024 to as of December 31, 2024: 9. Borrowings Refer to Note 12 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024, for additional information regarding its borrowings. Reference rate reform After the transition away from certain interbank offered rates in foreign jurisdictions (“IBOR reform ”), the reforms to South Africa’s reference interest rate are now accelerating rapidly. The Johannesburg Interbank Average Rate (“JIBAR”) will be replaced by the new South African Overnight Index Average (“ZARONIA”). Certain of the Company’s borrowings reference JIBAR as a base interest rate. ZARONIA reflects the interest rate at which rand-denominated overnight wholesale funds are obtained by commercial banks. There is uncertainty surrounding the timing and manner in which the transition would occur and how this would affect our borrowings. The Company is engag ing with its borrowers to negotiate changes to its existing borrowing agreements or to introduce language to cater for the transition to ZARONIA in its future borrowing agreements. South Africa The Company is currently renegotiating its borrowing facilities and expects the process to be concluded before March 31, 2025. The amounts below have been translated at exchange rates applicable as of the dates specified. The JIBAR, an average of 3 month negotiable certificates of deposit (“NCD”) rates, on December 31, 2024, was 7.75 %. The prime rate, the benchmark rate at which private sector banks lend to the public in South Africa, on December 31, 2024, was 11.25 %, and reduced to 11.00 % on January 31, 2025, following a 0.25% reduction in the South African repo rate, the rate at which private sector banks borrow funds from the South African Reserve Bank. RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings Long-term borrowings - Facility G and Facility H As of December 31, 2024, Lesaka SA’s facilities included (i) Facility G of ZAR 627.0 million ($ 33.3 million); (ii) Facility H of ZAR 390.1 million ($ 20.8 million) (both fully utilized); and (iii) the Facility G revolver of ZAR 200.0 million ($ 10.6 million) (of which ZAR 199 million ($ 10.6 million) has been utilized). The interest rate on these facilities as of December 31, 2024, was JIBAR plus 4.75 %. Available short-term facility - Facility E The Company cancelled its Facility E facility agreement in November 2024. The overdraft facility could only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs was considered restricted cash. The interest rate on this facility was equal to the prime rate. RMB Bridge Facilities, comprising a short-term facility obtained in October 2024 and amended in December 2024 On September 30, 2024, Lesaka SA entered into a Facility Letter (the “F2024 Facility Letter”) with RMB to provided Lesaka SA a ZAR 665.0 million funding facility (the “Facility”). As of December 31, 2024, the Company had utilized all of the ZAR 665 million bridge facility. The Facility has been used by Lesaka SA to (i) settle an amount of ZAR 232.2 due under the Adumo transaction (refer to Note 2); (ii) pay Crossfin Holdings (RF) Proprietary Limited (“Crossfin Holdings”) ZAR 207.2 million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings (refer to Note 11); (iii) pay an amount of ZAR 147.5 million, which includes interest, notified by Investec Bank Limited to Adumo and Lesaka SA as a result of the transaction described in Note 2, and (iv) pay an origination fee of ZAR 7.6 million to RMB. The Facility also provides Lesaka with ZAR 70.0 million for transaction - related expenses. On December 10, 2024, Lesaka SA and RMB entered into a First Addendum to the Facility Letter (the “F2024 Addendum Letter”). The F2024 Addendum Letter provides Lesaka SA with an additional ZAR 250.0 million general banking facility (“GBF Facility”) which may be used for general corporate purposes. As of December 31, 2024, the Company had utilized ZAR 98.2 million of the bridge facility. Interest on the Facility and the GBF Facility is calculated at the prime rate plus 1.80 %. The Facility and the GBF Facility are unsecured and are required to be repaid in full on or before February 28, 2025. 9. Borrowings (borrowings) (continued) South Africa (continued) Connect Facilities, comprising long-term borrowings and a short-term facility As of December 31, 2024, the Connect Facilities include (i) an overdraft facility (general banking facility) of ZAR 170.0 million (of which ZAR 170.0 million ($ 9.0 million) has been utilized); (ii) Facility A of ZAR 700.0 million ($ 37.2 million); (iii) Facility B of ZAR 550.0 million ($ 29.2 million) (both fully utilized); and (iv) an asset-backed facility of ZAR 200.0 million ($ 10.6 million) (of which ZAR 151.6 million ($ 8.1 million) has been utilized). On October 29, 2024, the Company, through its wholly owned subsidiary Cash Connect Management Solutions (Pty) Ltd, entered into an addendum to a facility letter with RMB, to obtain a ZAR 100.0 million temporary increase in its overdraft facility for a period of approximately four months to specifically fund the purchase of prepaid airtime vouchers. This temporary increase is repayable in equal daily instalments which commenced at the end of October 2024 with the final repayment due on February 15, 2025. CCC Revolving Credit Facility, comprising long-term borrowings As of December 31, 2024, the amount of the CCC Revolving Credit Facility was ZAR 300.0 million (of which ZAR 215.7 million has been utilized). Interest on the Revolving Credit Facility is payable on the last business day of each calendar month and is based on the South African prime rate in effect from time to time plus a margin of 0.9 0% per annum. RMB facility, comprising indirect facilities As of December 31, 2024, the aggregate amount of the Company’s short-term South African indirect credit facility with RMB was ZAR 135.0 million ($ 7.1 million), which includes facilities for guarantees, letters of credit and forward exchange contracts. As of December 31, 2024 and June 30, 2024, the Company had utilized ZAR 33.1 million ($ 1.8 million) and ZAR 33.1 million ($ 1.8 million), respectively, of its indirect and derivative facilities of ZAR 135.0 million (June 30, 2024: ZAR 135.0 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). Nedbank facility, comprising short-term facilities As of December 31, 2024, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 156.6 million ($ 8.3 million). The credit facility represents indirect and derivative facilities of up to ZAR 156.6 million ($ 8.3 million), which include guarantees, letters of credit and forward exchange contracts. As of December 31, 2024 and June 30, 2024, the Company had utilized ZAR 2.1 million ($ 0.1 million) and ZAR 2.1 million ($ 0.1 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2024: ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). 9. Borrowings (borrowings) (continued) South Africa (continued) (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. RMB RMB RMB RMB Nedbank Facility E Bridge Indirect Connect Facilities Total Short-term facilities available as of December 31, 2024 $ - $ 48,594 $ 7,170 $ 14,339 $ 8,314 $ 78,417 Overdraft - 48,594 - 14,339 - 62,933 Indirect and derivative facilities - - 7,170 - 8,314 15,484 Movement in utilized overdraft facilities: Restricted as to use for ATM funding only 6,737 - - - - 6,737 No restrictions as to use - - - 9,351 - 9,351 Balance as of June 30, 2024 6,737 - - 9,351 - 16,088 Utilized 23,893 43,200 - 5,655 - 72,748 Repaid (31,028) - - (3,374) - (34,402) Guarantee fee paid - (431) - - - (431) Foreign currency adjustment (1) 398 (2,683) - (566) - (2,851) Balance as of December 31, 2024 - 40,086 - 11,066 - 51,152 No restrictions as to use $ - $ 40,086 $ - $ 11,066 $ - $ 51,152 Interest rate as of December 31, 2024 (%) (2) N/A 13.05 N/A 11.15 N/A Movement in utilized indirect and derivative facilities: Balance as of June 30, 2024 $ - $ - $ 1,821 $ - $ 116 $ 1,937 Foreign currency adjustment (1) - - (63) - (4) (67) Balance as of December 31, 2024 $ - $ - $ 1,758 $ - $ 112 $ 1,870 Facilities Lesaka RMB G & H Connect RMB A&B CCC RMB Connect Wesbank Asset backed Total Included in current $ - $ - $ - $ 3,878 $ 3,878 Included in long-term 56,151 66,815 11,841 4,501 139,308 Opening balance as of June 30, 2024 56,151 66,815 11,841 8,379 143,186 Facilities utilized 11,022 - 559 2,096 13,677 Facilities repaid (3,911) - (554) (2,117) (6,582) Non-refundable fees amortized 88 24 21 - 133 Capitalized interest 3,735 - - - 3,735 Capitalized interest repaid (95) - - - (95) Foreign currency adjustment (1) (2,374) (2,302) (414) (307) (5,397) Closing balance as of December 31, 2024 64,616 64,537 11,453 8,051 148,657 Included in current 64,616 - - 3,684 68,300 Included in long-term - 64,537 11,453 4,367 80,357 Unamortized fees - (149) - - (149) Due within 2 years - 4,978 - 2,873 7,851 Due within 3 years - 7,634 11,453 1,119 20,206 Due within 4 years - 52,074 - 333 52,407 Due within 5 years $ - $ - $ - $ 42 $ 42 Interest rates as of December 31, 2024 (%): 12.50 11.50 12.15 12.00 Base rate (%) 7.75 7.75 11.25 11.25 Margin (%) 4.75 3.75 0.90 0.75 Footnote number (2) (3) (4) (5) (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) Interest on Facility G and Facility H is based on the JIBAR in effect from time to time plus a margin, which margin is calculated as: (i) 5.50 % if the Look Through Leverage (“LTL”) ratio is greater than 3.50x; (ii) 4.75 % if the LTL ratio is less than 3.50x but greater than 2.75x; (iii) 3.75 % if the LTL ratio is less than 2.75x but greater than 1.75x; or (iv) 2.50 % if the LTL ratio is less than 1.75x. The LTL ratio is expressed as times (“x”), and was introduced to calculate the margin used in the determination of the interest rate. The LTL ratio is calculated as the Total Attributable Net Debt to the Total Attributable EBITDA, as defined in the Company’s borrowing arrangements with RMB, for the measurement period ending on a specified date. (3) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, which margin is calculated as (i) 4.00 % if the Leverage Ratio (“LR”) is greater than 3.50x; (ii) 3.75 % if the LR is less than 3.50x but greater than 2.50x; (iii) 3.40 % if the LTL ratio is less than 2.50x. (4) Interest is charged at prime plus 0.90 % per annum on the utilized balance. (5) Interest is charged at prime plus 0.75 % per annum on the utilized balance. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended December 31, 2024 and 2023, was $ 4.3 million and $ 4.1 million, respectively. Prepaid facility fees amortized included in interest expense during the three months ended December 31, 2024 and 2023, respectively, were $ 0.1 million and $ 0.1 million, respectively. Interest expense incurred under the Company’s K2020 and CCC facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 0.4 million and $ 0.4 million, respectively, is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the three months ended December 31, 2024 and 2023. (2) Facility E interest was set at prime, RMB Bridge at prime plus 1.8 % and the Connect facility at prime less 0.10 %. Interest expense incurred under the Company’s South African short-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended December 31, 2024 and 2023, was $ 1.8 million and $ 0.6 million, respectively. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the six months ended December 31, 2024 and 2023, was $ 2.4 million and $ 1.3 million, respectively. The Company cancelled Adumo’s overdraft arrangements on October 1, 2024, and settled Adumo’s outstanding overdraft balance of ZAR 20.0 million ($ 1.1 million) on the same day. The repayment is included in the caption repayment of bank overdraft included on the Company’s unaudited condensed consolidated statements of cash flows for the three and six months ended December 31, 2024. 9. Borrowings (continued) Movement in long-term borrowings Summarized below is the movement in the Company’s long-term borrowing from as of as of June 30, 2024 to as of December 31, 2024: 9. Borrowings (continued) Movement in long-term borrowings (continued) Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the six months ended December 31, 2024 and 2023, was $ 8.5 million and $ 8.1 million, respectively. Prepaid facility fees amortized included in interest expense during the six months ended December 31, 2024 and 2023, respectively, were $ 0.1 million and $ 0.3 million, respectively. Interest expense incurred under the Company’s CCC facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 0.8 million and $ 0.7 million, respectively, is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the six months ended December 31, 2024 and 2023. The Company cancelled Adumo’s long-term borrowings arrangements on October 1, 2024, and settled Adumo’s outstanding balances of ZAR 126.7 million ($ 7.2 million) on the same day. The repayment is included in the caption repayment of long-term borrowings included on the Company’s unaudited condensed consolidated statements of cash flows for the three and six months ended December 31, 2024.

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