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NET 1 UEPS TECHNOLOGIES INC - Net 1 UEPS Technologies, Inc. Reports Fourth Quarter and Full Year 2017 Results

Release Date: 25/08/2017 07:45
Code(s): NT1     PDF:  
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Net 1 UEPS Technologies, Inc. Reports Fourth Quarter and Full Year 2017 Results

Net 1 UEPS Technologies, Inc.
Registered in the state of Florida, USA
(IRS Employer Identification No. 98-0171860)
Nasdaq share code: UEPS
JSE share code: NT1
ISIN: US64107N2062
("Net1")

Net 1 UEPS Technologies, Inc. Reports Fourth Quarter and Full Year 2017 Results

JOHANNESBURG, August 25, 2017 – Net1 (Nasdaq: UEPS; JSE: NT1) today released results for the fourth quarter and
full-year fiscal 2017.

-   Q4 2017 Revenue of $155 million, up 3% in USD but 10% lower in constant currency;
-   Q4 2017 FEPS of $0.41, which reflects the adverse impact of a higher share count, taxes, and provisions
-   Concluded investments in Cell C and DNI for an aggregate purchase price of ZAR 2.95 billion.

Summary Financial Metrics

                                                        Three months ended June 30,
                                                                       % change    % change
                                                      2017      2016     in USD      in ZAR
(All figures in USD '000s except per share data)
Revenue                                            155,056   151,259         3%       (10%)
GAAP net income                                     11,289    24,356      (54%)       (59%)
Fundamental net income (1)                          23,185    26,299      (12%)       (23%)
GAAP earnings per share ($)                           0.20      0.48      (59%)       (64%)
Fundamental earnings per share ($) (1)                0.41      0.51      (20%)       (31%)
Fully-diluted shares outstanding ('000's)           57,249    51,224        12%
Average period USD/ ZAR exchange rate                13.19     15.02      (12%)

                                                             Year ended June 30,
                                                                       % change    % change
                                                     2017       2016     in USD      in ZAR
(All figures in USD '000s except per share data)
Revenue                                            610,066   590,749         3%        (2%)
GAAP net income                                     72,954    82,454      (12%)       (16%)
Fundamental net income (1)                          94,721    92,113         3%        (7%)
GAAP earnings per share ($)                           1.34      1.72      (22%)       (26%)
Fundamental earnings per share ($) (1)                1.74      1.92       (9%)       (19%)
Fully-diluted shares outstanding ('000's)           54,648    48,105        14%         14%
Average period USD/ ZAR exchange rate                13.62     14.38       (5%)

(1) Fundamental net income and earnings per share are non-GAAP measures and are described below under "Use of Non-GAAP
Measures—Fundamental net income and fundamental earnings per share." See Attachment B for a reconciliation of GAAP net income to
fundamental net income and earnings per share.

Factors impacting comparability of our Q4 2017 and Q4 2016 results

    -    Earnings and FEPS dilution impact from issue of additional shares of common stock: Our Q4 2017 fundamental
         earnings per share was impacted by the weighted average issuance of five million shares of our common stock in
         February 2017 and 10 million shares in Q4 2016;
    -    Separation costs related to former chief executive officer: We paid our former chief executive officer $8 million in
         cash related to his separation from our company in fiscal 2017. In addition, the vesting of 200,000 shares of
         restricted stock granted to him in August 2016 was accelerated which resulted in an additional stock-based
         compensation charge of approximately $1.6 million during fiscal 2017;
    -    Favorable impact from the weakening of the U.S. dollar against South African Rand: The U.S. dollar depreciated
         by 12% against the ZAR during Q4 2017, which positively impacted our reported results;
    -    Growth in lending and insurance businesses: We continued to achieve volume growth and operating efficiencies in
         our lending and insurance businesses during Q4 2017, which has resulted in an improved contribution to our
         financial inclusion revenue and operating income;
    -    Ongoing contributions from EasyPay Everywhere: EPE revenue and operating income growth was driven
         primarily by ongoing EPE adoption as we further expanded our customer base utilizing our ATM infrastructure;
    -    Masterpayment expansion costs and $3.8 million allowance for credit losses: Masterpayment has incurred
         additional employment costs as it grows its staff complement to execute its expansion plan into new markets. We
         have provided an allowance for credit losses of $3.8 million;
    -    Regulatory changes in South Korea governing fees on card transactions: Regulations governing the fees that may
         be charged on card transactions have adversely impacted our revenues and operating income in South Korea;
    -    Lower prepaid sales resulting from improved security features to our Manje products: The introduction of our new
         biometric-linking feature adversely impacted the number of transacting users purchasing prepaid products through
         our mobile channel;
    -    Higher transaction-related costs and debt guarantee fee expenses in Q4 2017: We incurred $1.8 million in
         transaction-related costs pertaining to various acquisition and investment initiatives pursued during 2017 as well as
         debt guarantee fees that were expensed;
    -    Q4 2016 gain on change in accounting for Finbond: We recognized a gain of $1.6 million, net of tax, related to the
         change to the equity method of accounting from available-for-sale method for Finbond.

"The past five months have been among the most eventful and turbulent in the Company's history, but despite the multiple
challenges, we have successfully steadied the ship and put in place the mechanisms and structure to optimize and consolidate
our existing businesses where applicable," said Herman Kotze, CEO of Net1. “We have identified the key opportunities to focus 
on to create a, sustainable and diversified global financial inclusion solutions company. "In fiscal 2018, our focus will be on 
successfully implementing the identified synergies with Cell C and DNI, expanding our financial inclusion businesses, optimizing 
our international operations and focusing on key markets and solutions, while actively re-engaging with our shareholders. 
We also remain fully committed to supporting the South African government to ensure uninterrupted social grant service delivery," he added.

"We expect the funding of our Cell C and DNI investments to be dilutive to our fiscal 2018 fundamental earnings, partially
offset by DNI's equity accounted earnings, but to be accretive on a combined basis from fiscal 2019. We therefore anticipate
our fundamental earnings per share for fiscal 2018 to be at least $1.61. Our guidance assumes that our contract with SASSA
remains in effect for the full year on the existing terms and conditions, an updated constant currency base of ZAR 13.62/$1, a
share count of 56.6 million shares, and a tax rate of between 34%-36%," he concluded.

Results of Operations by Segment and Liquidity

Our operating metrics will be updated and posted on our website (www.net1.com).

   South African transaction processing

Segment revenue was $67.7 million in Q4 2017, up 26% compared with Q4 2016 in USD, and 11% higher on a constant
currency basis. In ZAR, the increase in segment revenue and operating income was primarily due to higher EPE transaction
revenue as a result of increased usage of our ATMs, more low-margin transaction fees generated from card holders using the
South African National Payment System, increased inter-segment transaction processing activities, and a modest increase in
the number of social welfare grants distributed. Our operating income margin for Q4 2017 and 2016 was 22%and 24%,
respectively, and was lower primarily due to annual salary increases granted to our South African employees, but partially
offset by and increase in ATM transactions and inter-segment processing.

   International transaction processing

Segment revenue was $45.0 million in Q4 2017, down 5% compared with Q4 2016 in USD, and down 16% on a constant
currency basis. Segment revenue decreased primarily due to a lower contribution from KSNET due to the regulatory changes
implemented by South Korean Regulators which we expect to anniversary in the first quarter of fiscal 2018. This decrease in
revenue was partially offset by higher contribution from both Masterpayment and Transact24 compared with Q4 2016.
Operating income from this segment during Q4 2017 was lower due to the lower KSNET revenue at KSNET; losses incurred
by Masterpayment as it grows its staff complement to execute its expansion plan into new markets and an allowance for credit
losses of $3.8 million; and ongoing ZAZOO start-up costs in the UK and India, which was partially offset by a positive
contribution by T24. Operating income margin for Q4 2017 decreased to 4% compared to 17% for Q4 2016.

   Financial inclusion and applied technologies

Segment revenue was $56.2 million in Q4 2017, down 9% compared with Q4 2016 in USD and down 20% on a constant
currency basis. In ZAR, Financial inclusion and applied technologies revenue decreased primarily due to fewer prepaid
airtime and other value added services sales, as well as fewer ad-hoc terminal sales, partially offset by increased volumes in
our lending and insurance businesses, and an increase in inter-segment revenues. Operating income margin for the Financial
inclusion and applied technologies segment was 26% and 22% during Q4 fiscal 2017 and 2016, respectively, and has
increased primarily due to improved revenues from our lending and insurance businesses and an increase in inter-segment
revenues and fewer low margin prepaid product sales, offset by fewer ad hoc terminal and annual salary increases granted to
our South African employees.

   Corporate/eliminations

Corporate expenses increased primarily due to the costs associated with the separation of our former chief executive officer
from us which included an $8.0 million separation payment as well as an additional stock-based compensation charge of
approximately $1.6 million related to the accelerated vesting of restricted stock. We also incurred higher transaction-related
expenditures, higher amortization costs and a modest increase in U.S. dollar denominated goods and services purchased from
third parties and directors' fees. Our fiscal 2016 corporate expenses include the fair value gain on re-measurement of the
previously held interest related to the T24 acquisition and the gain resulting from the change in accounting for Finbond.

   Cash flow and liquidity

At June 30, 2017, our cash balances were $258.5 million, which comprised U.S. dollar-denominated balances of $60.0
million, ZAR-denominated balances of ZAR 1.8 billion ($141.5 million), KRW-denominated balances of KRW 55.0 billion
($48.1 million) and other currency deposits, primarily euro, of $8.9 million. The increase in our cash balances from June 30,
2016, was primarily due to the sale of five million shares of our common stock and expansion of most of our core businesses,
which was partially offset by the repurchase of shares of our common stock; unscheduled repayments of our Korean debt;
payment of taxes; the investment in MobiKwik, Malta FS and Pros Software; a loan to Finbond and capital expenditures.

Excluding the impact of taxes, interest received and interest paid under our Korean debt, the decrease in cash from operating
activities relates primarily to the growth of Masterpayment's working capital finance offering and the separation payment
made to our former chief executive officer, offset by an increase in cash from operating activities resulted from improved
trading activity during fiscal 2017. Capital expenditures for Q4 2017 and 2016 were $2.7 million and $7.1 million,
respectively, and have decreased primarily due to the acquisition of fewer payment processing terminals in South Korea. We
paid $10.4 million to acquire an additional interest in MobiKwik, with our June 30, 2017, equity interest at 13.50%. We also
repurchased 1.32 million shares from our former chief executive officer for $11.5 million, net of the strike paid to exercise
certain options. We also made a scheduled $8.8 million Korean debt repayment and paid a $1.5 million dividend to our non-
controlling interest shareholders.

Use of Non-GAAP Measures

US securities laws require that when we publish any non-GAAP measures, we disclose the reason for using the non-GAAP
measure and provide reconciliation to the directly comparable GAAP measure. The presentation of fundamental net income
and fundamental earnings per share and headline earnings per share are non-GAAP measures.

   Fundamental net income and fundamental earnings per share

Fundamental net income and earnings per share is GAAP net income and earnings per share adjusted for (1) the amortization
of acquisition-related intangible assets (net of deferred taxes), (2) stock-based compensation charges and (3) unusual non-
recurring items, including the amortization of KSNET debt facility fees, costs related to the IFC transaction and to
acquisitions consummated or ultimately not pursued, and U.S. government investigations-related and US lawsuit expenses.
Fiscal 2017 also includes separation costs (net of taxes) paid to our former chief executive officer, a refund (net of taxes)
related to Korean industry-wide litigation that has now been finalized and South African debt-related guarantee fees
expensed. Fiscal 2016 also includes a fair value gain resulting from the acquisition of Transact24, a gain resulting from the
change in accounting for Finbond. Management believes that the fundamental net income and earnings per share metric
enhances its own evaluation, as well as an investor's understanding, of our financial performance. Attachment B presents the
reconciliation between GAAP and fundamental net income and earnings per share.

   Headline earnings per share ("HEPS")

The inclusion of HEPS in this press release is a requirement of our listing on the JSE. HEPS basic and diluted is calculated
using net income which has been determined based on GAAP. Accordingly, this may differ to the headline earnings per share
calculation of other companies listed on the JSE as these companies may report their financial results under a different
financial reporting framework, including but not limited to, International Financial Reporting Standards.

HEPS basic and diluted is calculated as GAAP net income adjusted for the (profit) loss on sale of property, plant and
equipment, and in fiscal 2016, a fair value gain resulting from the acquisition of Transact24 and a gain resulting from the
change in accounting for Finbond. Attachment C presents the reconciliation between our net income used to calculate
earnings per share basic and diluted and HEPS basic and diluted and the calculation of the denominator for headline diluted
earnings per share.

Conference Call

We will host a conference call to review Q4 and year end 2017 results on August 25, 2017, at 8:00 Eastern Time. To
participate in the call, dial 1-855-481-5362 (US and Canada), 0808-162-4061 (U.K. only) or 0-800-200-648 (South Africa
only) ten minutes prior to the start of the call. Callers should request "Net1 call" upon dial-in. The call will also be webcast
on the Net1 homepage, www.net1.com. Please click on the webcast link at least ten minutes prior to the call. A webcast of the
call will be available for replay on the Net1 website through September 17, 2017.

About Net1 (www.net1.com)

Net1 is a leading provider of alternative payment systems that leverage its Universal Electronic Payment System ("UEPS") or
utilize its proprietary mobile technologies. The Company operates market-leading payment processors in South Africa
and the Republic of Korea. Through Transact24, Net1 offers debit, credit and prepaid processing and issuing services for
Visa, MasterCard, ChinaUnionPay, Alipay and WeChat in China and other territories across Asia-Pacific, Europe and Africa,
and the United States. Through Masterpayment, Net1 provides payment processing and enables working capital financing in
Europe.

UEPS permits the Company to facilitate biometrically secure, real-time electronic transaction processing to unbanked and
under-banked populations of developing economies around the world in an online or offline environment. Net1's UEPS/EMV
solution is interoperable with global EMV standards that seamlessly enable access to all the UEPS functionality in a
traditional EMV environment. In addition to payments, UEPS can be used for banking, healthcare management, payroll,
remittances, voting and identification.

Net1's mobile technologies include its proprietary mobile payments solution - MVC, which offers secure mobile-based
payments, as well as mobile banking and prepaid value-added services in developed and emerging countries. The Company
intends to deploy its varied mobile solutions through its ZAZOO business unit, which is an aggregation of innovative
technology companies and is based in the United Kingdom.

Net1 has a primary listing on the NASDAQ and a secondary listing on the Johannesburg Stock Exchange.

Forward-Looking Statements

This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A
discussion of various factors that cause our actual results, levels of activity, performance or achievements to differ materially
from those expressed in such forward-looking statements are included in our filings with the Securities and Exchange
Commission. We undertake no obligation to revise any of these statements to reflect future events.

Investor Relations Contact:
Dhruv Chopra
Head of Investor Relations
Phone: +1 917-767-6722
Email: dchopra@net1.com

                                            
                                         Condensed Consolidated Statements of Operations
                                                                   Unaudited                                    (A)
                                                              Three months ended                             Year ended
                                                                    June 30,                                 June 30,
                                                              2017            2016                      2017          2016
                                                        (In thousands, except per share data)   (In thousands, except per share data)

REVENUE                                                 $      155,056     $       151,259       $      610,066     $      590,749

EXPENSE

     Cost of goods sold, IT processing, servicing
     and support                                                73,173              70,785              292,383            290,101

     Selling, general and administration                        56,896              37,879              179,262            145,886

     Depreciation and amortization                              10,261              10,412               41,378             40,394

OPERATING INCOME                                                14,726              32,183               97,043            114,368

INTEREST INCOME                                                  6,408               4,008               20,897             15,292

INTEREST EXPENSE                                                 1,711                 543                3,484              3,423

INCOME BEFORE INCOME TAX EXPENSE                                19,423              35,648              114,456            126,237

INCOME TAX EXPENSE                                              10,152              10,774               42,472             42,080

NET INCOME BEFORE EARNINGS FROM
EQUITY-ACCOUNTED INVESTMENTS                                     9,271              24,874               71,984             84,157

EARNINGS FROM EQUITY-ACCOUNTED
INVESTMENTS                                                      1,886                  61                2,664                639

NET INCOME                                                      11,157              24,935               74,648             84,796

LESS NET INCOME ATTRIBUTABLE TO
NON-CONTROLLING INTEREST                                         (132)                 579                1,694              2,342

NET INCOME ATTRIBUTABLE TO NET1                         $       11,289     $        24,356       $       72,954     $       82,454

Net income per share, in United States dollars
     Basic earnings attributable to Net1
     shareholders                                                $0.20               $0.48                $1.34              $1.72
     Diluted earnings attributable to Net1
     shareholders                                                $0.20               $0.48                $1.33              $1.71

(A) – Derived from audited financial statements
                                              
                                         Unaudited Condensed Consolidated Balance Sheets
                                                                                                    (A)                 (A)
                                                                                               June 30,            June 30,
                                                                                                   2017                2016
                                                                                          (In thousands, except share data)
                                                       ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                           $        258,457       $     223,644
   Pre-funded social welfare grants receivable                                                    2,322               1,580
   Accounts receivable, net of allowances of – 2017: $1,255; 2016: $1,669                       111,429             107,805
   Finance loans receivable, net of allowances of – 2017: $7,469; 2016: $4,494                   80,177              37,009
   Inventory                                                                                      8,020              10,004
   Deferred income taxes                                                                          5,330               6,956
       Total current assets before settlement assets                                            465,735             386,998
          Settlement assets                                                                     640,455             536,725
              Total current assets                                                            1,106,190             923,723
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of –
2017: $120,212; 2016: $99,969                                                                    39,411              54,977
EQUITY-ACCOUNTED INVESTMENTS                                                                     27,862              25,645
GOODWILL                                                                                        188,833             179,478
INTANGIBLE ASSETS, net of accumulated amortization of – 2017: $108,907;
2016: $91,208                                                                                    38,764              48,556
OTHER LONG-TERM ASSETS, including reinsurance assets                                             49,696              31,121
   TOTAL ASSETS                                                                               1,450,756           1,263,500
                                                      LIABILITIES
CURRENT LIABILITIES
  Short-term facilities                                                                          16,579                   -
  Accounts payable                                                                               15,136              14,097
  Other payables                                                                                 34,799              37,479
  Current portion of long-term borrowings                                                         8,738               8,675
  Income taxes payable                                                                            5,607               5,235
     Total current liabilities before settlement obligations                                     80,859              65,486
         Settlement obligations                                                                 640,455             536,725
             Total current liabilities                                                          721,314             602,211
DEFERRED INCOME TAXES                                                                            11,139              12,559
LONG-TERM BORROWINGS                                                                              7,501              43,134
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities                               2,795               2,376
  TOTAL LIABILITIES                                                                             742,749             660,280
COMMITMENTS AND CONTINGENCIES
                                                         EQUITY
  COMMON STOCK
       Authorized: 200,000,000 with $0.001 par value;
       Issued and outstanding shares, net of treasury - 2017: 56,369,737; 2016:
       55,271,954                                                                                    80                  74
  PREFERRED STOCK
       Authorized shares: 50,000,000 with $0.001 par value;
       Issued and outstanding shares, net of treasury: 2017: -; 2016: -                               -                   -
  ADDITIONAL PAID-IN-CAPITAL                                                                    273,733             223,978
  TREASURY SHARES, AT COST: 2017: 24,891,292; 2016: 20,483,932                                (286,951)           (241,627)
  ACCUMULATED OTHER COMPREHENSIVE LOSS                                                        (162,569)           (189,700)
  RETAINED EARNINGS                                                                             773,276             700,322
     TOTAL NET1 EQUITY                                                                          597,569             493,047
     REDEEMABLE COMMON STOCK                                                                    107,672             107,672
     NON-CONTROLLING INTEREST                                                                     2,766               2,501
         TOTAL EQUITY                                                                           708,007             603,220
                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $      1,450,756       $   1,263,500
(A) – Derived from audited financial statements
                                            
                                  Unaudited Condensed Consolidated Statements of Cash Flows
                                                                    Unaudited                                (A)
                                                                Three months ended                        Year ended
                                                                       June 30,                             June 30,
                                                                 2017           2016                   2017          2016
                                                                    (In thousands)                       (In thousands)
Cash flows from operating activities
Net Income                                              $      11,157     $        24,935     $     74,648    $        84,796
  Depreciation and amortization                                10,261              10,412           41,378             40,394
  Earnings from equity-accounted investments                  (1,886)                (61)          (2,664)              (639)
  Fair value adjustment                                         (239)                (94)            (300)                519
  Interest payable                                               (64)                 132               20              1,829
  Facility fee amortized                                        1,232                  35            1,326                138
  Gain on release from accumulated other
  comprehensive income                                              -             (2,176)                -            (2,176)
  Gain on fair value of Transact24                                  -                   -                -            (1,909)
  Profit on disposal of property, plant and
  equipment                                                      (68)               (173)            (639)              (286)
  Stock compensation charge, net of forfeitures                 2,050                 953            1,982              3,598
  Dividends received from equity accounted
  investments                                                     817                                1,187                  -
  (Increase) Decrease in accounts and finance
  loans receivable, and pre-funded grants
  receivable                                                 (13,506)              11,810         (15,767)            (3,401)
  Decrease (Increase) in inventory                              2,717               1,496            3,025              1,001
  (Decrease) Increase in accounts payable and
  other payables                                              (2,075)             (9,403)          (6,461)            (7,840)
  Increase in taxes payable                                   (6,173)             (2,681)            (354)                763
  Decrease in deferred taxes                                    1,532                  21            (220)              (235)
Net cash provided by operating activities                       5,755              35,206           97,161            116,552

Cash flows from investing activities
Capital expenditures                                          (2,697)             (7,099)         (11,195)           (35,797)
Proceeds from disposal of property, plant and
equipment                                                         238                 596            1,592              1,349
Investment in MobiKwik                                       (10,488)                             (25,835)                  -
Investment in equity and loans in equity-accounted
investments                                                         -                             (12,044)                  -
Acquisitions, net of cash acquired                                  -            (14,101)          (4,651)           (15,767)
Acquisition of available for sale securities                        -                   -                -            (8,900)
Other investing activities, net                                     -                   -                -                (5)
Net change in settlement assets                             (116,755)           (161,343)         (61,938)             53,364
Net cash (used in) provided by investing activities         (129,702)           (181,947)        (114,071)            (5,756)

Cash flows from financing activities
Proceeds from issue of common stock                             2,250             107,682           47,879            111,444
Acquisition of treasury stock                                (13,713)             (2,725)         (45,794)           (26,637)
Repayment of long-term borrowings                             (8,825)             (8,716)         (37,318)            (8,716)
Proceeds from bank overdraft                                   16,176                   -           16,176                  -
Dividends paid to non-controlling interest                    (1,454)                   -          (2,067)                  -
Payment of guarantee fee                                            -                   -          (1,145)                  -
Long-term borrowings obtained                                     279                   -              800              2,107
Acquisition of interests in non-controlling interests               -            (11,189)                -           (11,189)
Net change in settlement obligations                          116,755             161,343           61,938           (53,364)
Net cash provided by financing activities                     111,468             246,395           40,469             13,645

Effect of exchange rate changes on cash                         3,229                 721           11,254           (18,380)
Net increase in cash and cash equivalents                     (9,250)             100,375           34,813            106,061
Cash and cash equivalents – beginning of period               267,707             123,269          223,644            117,583
Cash and cash equivalents – end of period               $     258,457     $       223,644     $    258,457    $       223,644

(A) – Derived from audited financial statements

Attachment A

Operating segment revenue, operating income and operating margin:

Three months ended June 30, 2017 and 2016 and March 31, 2017

                                                                                                       Change – constant
                                                                                     Change - actual    exchange rate(1)
                                                                                     Q4 '17   Q4 '17    Q4 '17    Q4 '17
                                                                                       vs         vs        vs        vs
Key segmental data, in '000, except margins        Q4 '17      Q4 '16      Q3 '17     Q4'16   Q3 '17     Q4'16    Q3 '17
Revenue:
South African transaction processing ..........   $67,747     $53,577     $63,967       26%       6%       11%        6%
International transaction processing ..........    45,025      47,154      41,514      (5%)       8%     (16%)        8%
Financial inclusion and applied 
technologies ..................................    56,220      62,071      56,881      (9%)     (1%)     (20%)      (1%)
     Subtotal: Operating segments .............   168,992     162,802     162,362        4%       4%      (9%)        4%
     Intersegment eliminations ................  (13,936)    (11,543)    (14,418)       21%     (3%)        6%      (4%)
         Consolidated revenue .................  $155,056    $151,259    $147,944        3%       5%     (10%)        5%
 
Operating income (loss): 
South African transaction processing ..........   $14,858     $12,662     $15,531       17%     (4%)        3%      (5%)
International transaction processing ..........     2,016       7,793       1,968     (74%)       2%     (77%)        2%
Financial inclusion and applied 
technologies ..................................    14,431      13,457      14,064        7%       3%      (6%)        2%
     Subtotal: Operating segments .............    31,305      33,912      31,563      (8%)     (1%)     (19%)      (1%)
     Corporate/Eliminations ...................  (16,579)     (1,729)     (7,016)      859%     136%      742%      136%
         Consolidated operating income ...        $14,726     $32,183     $24,547     (54%)    (40%)     (60%)     (40%)

Operating income margin (%)
South African transaction processing ..........       22%         24%         24%
International transaction processing ..........        4%         17%          5%
Financial inclusion and applied 
technologies ..................................       26%         22%         25%
     Consolidated operating margin ............        9%         21%         17%

(1) – This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during
the Q4 2017 also prevailed during Q4 2016 and Q3 2017.

Year ended June 30, 2017 and 2016

                                                                                                      Change –
                                                                                                      constant
                                                                                          Change -    exchange
                                                                                            actual     rate(1)
                                                                                             F2017       F2017
                                                                                               vs           vs
Key segmental data, in '000, except margins                         F2017       F2016        F2016       F2016
Revenue:
South African transaction processing .........................   $249,144    $212,574          17%         11%
International transaction processing .........................    176,729     169,807           4%        (1%)
Financial inclusion and applied technologies .................    235,901     249,403         (5%)       (10%)
     Subtotal: Operating segments ............................    661,774     631,784           5%        (1%)
     Intersegment eliminations ...............................   (51,708)    (41,035)          26%         19%
         Consolidated revenue ................................   $610,066    $590,749           3%        (2%)

Operating income:
South African transaction processing .........................    $59,309     $51,386          15%          9%
International transaction processing .........................     13,705      23,389        (41%)       (45%)
Financial inclusion and applied technologies .................     57,785      54,999           5%        (1%)
     Subtotal: Operating segments ............................    130,799     129,774           1%        (5%)
     Corporate/Eliminations ..................................   (33,756)    (15,406)         119%        107%
         Consolidated operating income .......................    $97,043    $114,368        (15%)       (20%)

Operating income margin (%)
South African transaction processing .........................        24%         24%
International transaction processing .........................         8%         14%
Financial inclusion and applied technologies .................        24%         22%
     Overall operating margin ................................        16%         19%

(1) – This information shows what the change in these items would have been if the USD/ ZAR exchange rate that
prevailed during fiscal 2017 also prevailed during fiscal 2016.

Attachment B

Reconciliation of GAAP net income and earnings per share, basic, to fundamental net income and earnings per share,
basic:

Three months ended June 30, 2017 and 2016

                                                                       EPS,                                       EPS,
                                                Net income            basic           Net income                 basic
                                                 (USD'000)            (USD)            (ZAR'000)                 (ZAR)
                                               2017      2016       2017  2016       2017        2016        2017    2016
 
GAAP..................................       11,289    24,356      0.20   0.48    148,879     365,778        2.60    7.16
  
    Former CEO separation payment,  
    net of tax .......................        5,200         -                      68,578           -
    Intangible asset amortization, net        2,776     2,213                      36,620      33,229
    Stock-based compensation charge           2,050       954                      27,036      14,327
    South African debt-related 
    guarantee fees expensed...........        1,210         -                      15,960           -
    Transaction costs ................          586       473                       7,728       7,104
    US government investigations- 
    related and US lawsuit expenses ..           46         -                         607           -
    Facility fees for KSNET debt .....           28        35                         369         526
    Accounting change for Finbond...              -   (1,732)                           -    (26,011)
          Fundamental ................       23,185    26,299      0.41   0.51    305,777     394,953        5.35    7.73


Year ended June 30, 2017 and 2016

                                                                       EPS,                                      EPS,
                                                Net income            basic          Net income                 basic
                                                 (USD'000)            (USD)           (ZAR'000)                 (ZAR)
                                               2017      2016      2017   2016       2017        2016        2017    2016

GAAP..................................       72,954    82,454      1.34   1.72    993,504   1,186,036       18.22   24.78
  
    Intangible asset amortization, net       10,491     8,413                     142,857     120,989 
    Former CEO separation payment,  
    net of tax .......................        5,200         -                      70,814      14,643 
    Transaction costs ................        3,347     1,018                      45,580      14,643 
    Stock-based compensation charge           1,982     3,598                      26,991      51,754 
    South African debt-related 
    guarantee fees expensed...........        1,172         -                      15,960      51,754 
    Refund related to litigation 
    finalized in Korea, net ..........        (643)         -                     (8,756)           - 
    US government investigations- 
    related and US lawsuit expenses ..          122       138                       1,661       1,985 
    Facility fees for KSNET debt .....           96       133                       1,307       1,913 
    Gain resulting from acquisition of 
    Transact24........................            -   (1,909)                           -    (27,459) 
    Accounting change for Finbond...              -   (1,732)                           -    (24,913) 
          Fundamental ................       94,721    92,113      1.74   1.92  1,289,918   1,391,345       23.65   29.07

Attachment C

Reconciliation of net income used to calculate earnings per share basic and diluted and headline earnings per share
basic and diluted:

Three months ended June 30, 2017 and 2016

                                                                                                 2017            2016
Net income (USD'000).....................................................................      11,289          24,356
Adjustments: ............................................................................
   Accounting change for Finbond.........................................................           -         (1,732)
   Profit on sale of property, plant and equipment ......................................        (68)           (173)
   Tax effects on above .................................................................          19              48
Net income used to calculate headline earnings (USD'000) ................................      11,240          22,499
Weighted average number of shares used to calculate net income per share basic earnings
and headline earnings per share basic earnings ('000) ...................................      57,196          51,118
Weighted average number of shares used to calculate net income per share diluted
earnings and headline earnings per share diluted earnings ('000) ........................      57,249          51,224
Headline earnings per share:.............................................................
   Basic, in USD ........................................................................        0.20            0.44
   Diluted, in USD ......................................................................        0.20            0.44

Year ended June 30, 2017 and 2016

                                                                                                 2017            2016
Net income (USD'000).....................................................................      72,954          82,454
Adjustments: ............................................................................
   Gain resulting from acquisition of Transact24.........................................           -         (1,909)
   Accounting change for Finbond.........................................................           -         (2,176)
   Profit on sale of property, plant and equipment ......................................       (639)           (286)
   Tax effects on above .................................................................         179             524
Net income used to calculate headline earnings (USD'000) ................................      72,494          78,607
Weighted average number of shares used to calculate net income per share basic earnings
and headline earnings per share basic earnings ('000) ...................................      54,539          47,863
Weighted average number of shares used to calculate net income per share diluted
earnings and headline earnings per share diluted earnings ('000) ........................      54,648          48,105
Headline earnings per share:.............................................................
   Basic, in USD ........................................................................        1.33            1.64
   Diluted, in USD ......................................................................        1.33            1.63

Calculation of the denominator for headline diluted earnings per share

                                                                           Q4 '17       Q4 '16       F2017        F2016

     Basic weighted-average common shares outstanding and unvested
     restricted shares expected to vest under GAAP ....................    57,196       51,118      54,539       47,863
         Effect of dilutive securities under GAAP .....................        53          106         109          242
           Denominator for headline diluted earnings per share ........    57,249       51,224      54,648       48,105

Weighted average number of shares used to calculate headline earnings per share diluted represent the denominator for basic
weighted-average common shares outstanding and unvested restricted shares expected to vest plus the effect of dilutive
securities under GAAP. We use this number of fully-diluted shares outstanding to calculate headline earnings per share
diluted because we do not use the two-class method to calculate headline earnings per share diluted.

Johannesburg
August 25, 2017

Sponsor:
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 25/08/2017 07:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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