UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2014

NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
                     (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Item 2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition”.

On November 6, 2014, we issued a press release setting forth our financial results for the first quarter ended September 30, 2014. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
   
99.1 Press Release, dated November 6, 2014, issued by Net 1 UEPS Technologies, Inc.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  NET 1 UEPS TECHNOLOGIES, INC.
   
   
Date: November 6, 2014 By: /s/ Serge Belamant
         Dr. Serge C.P. Belamant
         Chief Executive Officer and Chairman of
         the Board





Net 1 UEPS Technologies, Inc. Reports First Quarter 2015 Results

  • Q1 2015 Revenue and FEPS of $156.4 million and $0.60, a constant currency increase of 36% and 74% respectively.
  • SASSA has issued RFP for five-year contract related to payment of social welfare grants.

JOHANNESBURG, November 6, 2014 – Net 1 UEPS Technologies, Inc. (Nasdaq: UEPS; JSE: NT1) today released results for the first quarter of fiscal 2015.

Summary Financial Metrics

    Three months ended September 30,  
                % change     % change  
    2014     2013     in USD     in ZAR  
(All figures in USD ‘000s except per share data)                        
Revenue   156,441     123,494     27%     36%  
GAAP net income   24,089     11,596     108%     123%  
Fundamental net income (1)   28,155     16,823     67%     80%  
GAAP earnings per share ($)   0.51     0.25     101%     116%  
Fundamental earnings per share ($) (1)   0.60     0.37     62%     74%  
Fully-diluted shares outstanding (‘000’s)   47,335     45,801     4%        
Average period USD/ ZAR exchange rate   10.76     10.00     8%        

(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 Q1 2015 and Q1 2014 results

  • Unfavorable impact from the strengthening of the US dollar against the ZAR: The US dollar appreciated by 7% against the ZAR during Q1 2015, which negatively impacted our reported results;
  • Increased contribution by KSNET: Our results were positively impacted by growth in our Korean operations;
  • Increase in the number SASSA grants paid: Our revenue and operating income has increased as a result of the higher number of SASSA UEPS/EMV cardholders paid during Q1 2015 compared with Q1 2014; and
  • Continued growth in financial inclusion services: We continued to grow our financial inclusion services offerings during Q1 2015, which has result in higher revenues and operating income from more sales of low-margin prepaid airtime and UEPS-based lending.

Comments and Outlook

"Our superb results for Q1 2015, once again reflect our continued focus on growing our existing businesses and implementing carefully selected new initiatives," said Dr. Serge Belamant, Chairman and CEO of Net1. "We achieved these results despite using significant management bandwidth to repel our detractors' attempts to disrupt our business, while at the same time preparing for the new SASSA tender," he concluded.

"We are pleased with the sustained momentum of our quarterly operating results, which underpins our fiscal 2015 targets," said Herman Kotze, Chief Financial Officer of Net1. "For fiscal 2015, we now expect fundamental earnings per share of at least $2.14, assuming a constant currency base of ZAR10.40/$1 and a share count of 46.5 million shares," he concluded.

SASSA issues Request for Proposal for five-year contract relating to the payment of social grants

As ordered by the South African Constitutional Court in its April 2014 ruling, SASSA has initiated a new tender process for a five-year contract relating to the payment of social grants. SASSA issued a request for proposals on October 22, 2014. Bidders are required to submit proposals by December 12, 2014. We cannot predict with certainty what the timing or ultimate outcome of the tender process will be, or if a new tender award will be made at all after the process is complete. We intend to participate in the new tender.


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

The South African transaction processing segment consists mainly of pension and welfare benefit distribution services provided to the South African government, and transaction processing for retailers, utilities, medical-related claim service customers and banks.

Segment revenue was $60.3 million in Q1 2015, up 5% compared with Q1 2014 in USD and up 13% on a constant currency basis. In ZAR, the increase in segment revenues was primarily due to more low-margin transaction fees generated from beneficiaries using the South African National Payment System and more intersegment transaction processing activities. In addition, revenue from the distribution of social welfare grants grew modestly during the year and was in-line with the increase in unique welfare cardholder recipients, net of removal of invalid and fraudulent beneficiaries, partially offset by the loss of MediKredit revenue as a result of the sale of that business. Segment operating income margin in Q1 2015 and Q1 2014 was 23% and 11%, respectively, and has increased primarily due to more higher-margin intersegment transaction processing activities, the elimination of MediKredit losses and an increase in the number of beneficiaries paid in fiscal 2015.

International transaction processing

The International transaction processing segment consists mainly of payment processing services for merchants and card issuers in South Korea. The segment also includes transaction processing of UEPS-enabled smartcards in Botswana and transaction processing of medical-related claims in the United States.

KSNET contributes the majority of our revenues and operating income in this segment. Segment revenue was $43.2 million in Q1 2015, up 15% compared with Q1 2014 in USD and 24% on a constant currency basis. Revenue and operating income increased primarily due to higher transaction volume at KSNET during Q1 2015. Segment operating income margin in Q1 2015 and Q1 2014 was 17% and 15%, respectively.

Financial inclusion and applied technologies

The Financial inclusion and applied technologies segment includes our smart card accounts, lending and life insurance businesses. This segment also includes the economics from merchants and card holders using our merchant acquiring system, the sale of prepaid products (electricity and airtime) and the sale of hardware and software.

Segment revenue was $65.2 million in Q1 2015, up 77% compared with Q1 2014 in USD and 91% on a constant currency basis. Revenue and operating income increased primarily due to higher prepaid airtime sales driven by the rollout of our prepaid airtime product, an increase in the number of UEPS-based loans as we rolled out our product nationally and an increase in intersegment revenues, offset by lower ad hoc terminal and smart card sales. Q1 2014 operating income includes expenses related to the national roll-out of our UEPS-based lending offering and the establishment of the allowance for doubtful finance loans in Q1 2014. Smart Life did not contribute to operating income in Q1 2015 and 2014 due to the FSB suspension of its license.

Notwithstanding the national roll-out expenses incurred in fiscal 2014, operating income margin for the Financial inclusion and applied technologies segment decreased to 27% from 35%, primarily as a result of more low-margin prepaid airtime and the sale of competitively priced financial inclusion products to address the needs of the broader market.

Corporate/eliminations

Corporate/eliminations generally includes acquisition-related intangible asset amortization; expenditure related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officers insurance premiums; telecommunications expenses; property-related expenditures including utilities, rental, security and maintenance; and elimination entries.

The decrease in our corporate expenses was primarily due to lower US government investigations-related and US lawsuit expenses, audit fees and other corporate head office-related expenses, which was partially offset by increases in acquisition-related intangible asset amortization.

Cash flow and liquidity

At September 30, 2014, we had cash and cash equivalents of $81.2 million, up from $58.7 million at June 30, 2014. The increase in our cash balances from June 30, 2014, was primarily due to the expansion of our all of our core businesses during the quarter, and to a lesser extent due to the cash conservation resulting from the sale of loss incurring businesses.


Excluding the impact of interest received, interest paid under our Korean debt and taxes presented in the table below, the increase in cash from operating activities resulted from improved trading activity during fiscal 2015. Capital expenditures for Q1 2015 and 2014 were $9.4 million and $5.6 million, respectively, and have increased primarily due to the acquisition of more payment processing terminals in South Korea.

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 and US government investigations-related and US lawsuit expenses. 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 on sale of property, plant and equipment. 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

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 November 30, 2014.

About Net1 (www.net1.com)

Net1 is a leading provider of alternative payment systems that leverage its Universal Electronic Payment System (“UEPS”), 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 permit 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 operates market-leading payment processors in South Africa and the Republic of Korea. In addition, Net1's proprietary MVC technology offers secure mobile payments and banking services in developed and emerging countries.

Net1 has a primary listing on 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


NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations

    Three months ended  
    September 30,  
    2014     2013  
    (In thousands, except per share data)  
REVENUE $  156,441   $  123,494  
EXPENSE            
         Cost of goods sold, IT processing, servicing and support   74,406     56,559  
         Selling, general and administration   38,736     40,506  
         Depreciation and amortization   10,174     10,029  
OPERATING INCOME   33,125     16,400  
INTEREST INCOME   4,090     3,319  
INTEREST EXPENSE   1,312     1,752  
INCOME BEFORE INCOME TAX EXPENSE   35,903     17,967  
INCOME TAX EXPENSE   11,648     6,485  
NET INCOME BEFORE EARNINGS FROM EQUITY-ACCOUNTED            
INVESTMENTS   24,255     11,482  
EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS   92     103  
NET INCOME   24,347     11,585  
LESS (ADD) NET (INCOME) LOSS ATTRIBUTABLE TO NON-            
CONTROLLING INTEREST   258     (11 )
NET INCOME ATTRIBUTABLE TO NET1 $  24,089   $  11,596  
Net income per share, in United States dollars            
         Basic earnings attributable to Net1 shareholders $ 0.51   $ 0.25  
         Diluted earnings attributable to Net1 shareholders $ 0.51   $ 0.25  


NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Balance Sheets

    Unaudited     (A)  
    September 30,     June 30,  
    2014     2014  
    (In thousands, except share data)  
ASSETS    
CURRENT ASSETS            
     Cash and cash equivalents $  81,185   $  58,672  
     Pre-funded social welfare grants receivable   4,863     4,809  
     Accounts receivable, net of allowances of – September: $2,075; June: $1,313   136,701     148,067  
     Finance loans receivable, net of allowances of – September: $3,136; June: $3,083   53,884     53,124  
     Inventory   12,200     10,785  
     Deferred income taxes   7,045     7,451  
             Total current assets before settlement assets   295,878     282,908  
                     Settlement assets   724,279     725,987  
                             Total current assets   1,020,157     1,008,895  
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of –            
September: $92,753; June: $91,422   48,739     47,797  
EQUITY-ACCOUNTED INVESTMENTS   934     878  
GOODWILL   179,003     186,576  
INTANGIBLE ASSETS, net of accumulated amortization of – September: $79,458; June: $78,781 62,148 68,514
OTHER LONG-TERM ASSETS, including reinsurance assets   36,533     38,285  
     TOTAL ASSETS   1,347,514     1,350,945  
LIABILITIES    
CURRENT LIABILITIES            
     Accounts payable   14,941     17,101  
     Other payables   43,346     42,257  
     Current portion of long-term borrowings   14,276     14,789  
     Income taxes payable   13,581     7,676  
             Total current liabilities before settlement obligations   86,144     81,823  
Settlement obligations   724,279     725,987  
                             Total current liabilities   810,423     807,810  
DEFERRED INCOME TAXES   14,078     15,522  
LONG-TERM BORROWINGS   61,288     62,388  
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities   22,396     23,477  
     TOTAL LIABILITIES   908,185     909,197  
COMMITMENTS AND CONTINGENCIES            
EQUITY    
     COMMON STOCK            
                 Authorized: 200,000,000 with $0.001 par value; Issued and outstanding shares, net of treasury - September: 46,475,623; June: 47,819,299 64 63
     PREFERRED STOCK            
                 Authorized shares: 50,000,000 with $0.001 par value;            
                 Issued and outstanding shares, net of treasury: September: -; June: -   -     -  
     ADDITIONAL PAID-IN-CAPITAL   210,708     202,401  
     TREASURY SHARES, AT COST: September: 18,057,228; June: 15,883,212   (214,520 )   (200,681 )
     ACCUMULATED OTHER COMPREHENSIVE LOSS   (104,126 )   (82,741 )
     RETAINED EARNINGS   547,222     522,729  
             TOTAL NET1 EQUITY   439,348     441,771  
             NON-CONTROLLING INTEREST   (19 )   (23 )
                     TOTAL EQUITY   439,329     441,748  
                             TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $  1,347,514   $  1,350,945  

(A) – Derived from audited financial statements


NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows

    Three months ended  
    September 30,  
    2014     2013  
    (In thousands)  

Cash flows from operating activities

           

Net income

$  24,347   $  11,585  

Depreciation and amortization

  10,174     10,029  

Earnings from equity-accounted investments

  (92 )   (103 )

Fair value adjustments

  413     (133 )

Interest payable

  1,159     972  

Profit on disposal of plant and equipment

  (122 )   (1 )

Stock-based compensation charge

  916     930  

Facility fee amortized

  82     69  

Decrease (Increase) in accounts receivable, pre-funded social welfare grants receivable

           

and finance loans receivable

  9,470     (23,101 )

(Increase) Decrease in inventory

  (2,123 )   1,011  

Decrease in accounts payable and other payables

  (10,933 )   (8,668 )

Increase in taxes payable

  6,611     6,921  

Decrease in deferred taxes

  (390 )   (1,187 )

   Net cash provided by (used in) operating activities

  39,512     (1,676 )

Cash flows from investing activities

           

Capital expenditures

  (9,378 )   (5,616 )

Proceeds from disposal of property, plant and equipment

  241     48  

Proceeds from sale of business

  1,895     -  

Other investing activities, net

  -     (1 )

Net change in settlement assets

  (43,054 )   51,773  

   Net cash (used in) provided by investing activities

  (50,296 )   46,204  

Cash flows from financing activities

           

Acquisition of treasury stock

  (9,151 )   -  

Sale of equity to non-controlling interest

  1,407     -  

Long-term borrowings utilized

  1,097     -  

Proceeds from issue of common stock

  989     -  

Net change in settlement obligations

  43,054     (51,773 )

   Net cash provided by (used in) financing activities

  37,396     (51,773 )

Effect of exchange rate changes on cash

  (4,099 )   1,250  

Net increase (decrease) in cash and cash equivalents

  22,513     (5,995 )

Cash and cash equivalents – beginning of period

  58,672     53,665  

Cash and cash equivalents – end of period

$  81,185   $  47,670  


Net 1 UEPS Technologies, Inc.

Attachment A

Operating segment revenue, operating income and operating margin:

Three months ended September 30, 2014 and 2013 and June 30, 2014

                                  Change – constant  
                      Change - actual     exchange rate(1)
                      Q1 ‘15     Q1 ‘15     Q1 ‘15     Q1 ‘15  
                      vs     vs     vs     vs  

Key segmental data, in $ ’000, Revenue:

  Q1 ‘15     Q1 ‘14     Q4 ‘14     Q1‘14     Q4 ‘14     Q1‘14     Q4 ‘14  

South African transaction processing

$ 60,252   $ 57,161   $ 88,265     5%     (32% )   13%     (30% )

International transaction processing

  43,204     37,541     42,201     15%     2%     24%     6%  

Financial inclusion and applied technologies

  65,197     36,796     64,093     77%     2%     91%     5%  

         Subtotal: Operating segments

  168,653     131,498     194,559     28%     (13% )   38%     (11% )

         Intersegment eliminations

  (12,212 )   (8,004 )   (11,806 )   53%     3%     64%     7%  

                 Consolidated revenue

$ 156,441   $ 123,494   $ 182,753     27%     (14% )   36%     (12% )

 

                                         

Operating income (loss):

                                         

South African transaction processing

$ 13,639   $ 6,461   $ 38,675     111%     (65% )   127%     (64% )

International transaction processing

  7,349     5,524     6,647     33%     11%     43%     14%  

Financial inclusion and applied technologies

  17,607     12,835     18,126     37%     (3% )   48%     0%  

         Subtotal: Operating segments

  38,595     24,820     63,448     55%     (39% )   67%     (37% )

         Corporate/Eliminations

  (5,470 )   (8,420 )   (20,801 )   (35% )   (74% )   (30% )   (73% )

                 Consolidated operating income

$ 33,125   $ 16,400   $ 42,647     102%     (22% )   117%     (20% )

 

                                         

Operating income margin (%)

                                         

South African transaction processing

  23%     11%     44%                          

International transaction processing

  17%     15%     16%                          

Financial inclusion and applied technologies

  27%     35%     28%                  

         Consolidated operating margin

  21%     13%     23%                          

(1) – This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during the first quarter of fiscal 2015 also prevailed during the first quarter of fiscal 2014 and the fourth quarter of fiscal 2014.


Net 1 UEPS Technologies, Inc.

Attachment B

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

Three months ended September 30, 2014 and 2013

                EPS,                 EPS,  
    Net income     basic     Net income     basic  
    (USD’000)   (USD)     (ZAR’000)     (ZAR)  
    2014     2013     2014      2013     2014     2013     2014     2013  
                                                 
GAAP   24,089     11,596     0.51     0.25       258,789     115,959     5.48     2.54  
                                                 
     Intangible asset amortization, net .   2,941     2,832                 31,601     28,317              
     Stock-based compensation charge   916     930                 9,854     9,300              
     Facility fees for KSNET debt   82     69                 882     690              
     US government investigations- related and US lawsuit expenses   127     1,396               1,366     13,960          
                 Fundamental   28,155     16,823     0.60     0.37       302,492     168,226     6.41     3.69  

Net 1 UEPS Technologies, Inc.

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 September 30, 2014 and 2013

    2014     2013  
             

Net income (USD’000)

  24,089     11,596  

Adjustments:

           

     Profit on sale of property, plant and equipment

  (122 )   (1 )

     Tax effects on above

  34     -  

 

           

Net income used to calculate headline earnings (USD’000)

  24,001     11,595  

Weighted average number of shares used to calculate net income per share basic earnings and headline earnings per share basic earnings (‘000)

47,226 45,613

Weighted average number of shares used to calculate net income per share diluted earnings and headline earnings per share diluted earnings (‘000)

47,335 45,801

Headline earnings per share:

           

     Basic, in USD

  0.51     0.25  

     Diluted, in USD

  0.51     0.25  

Calculation of the denominator for headline diluted earnings per share

    2014     2013  
             

Basic weighted-average common shares outstanding and unvested restricted shares expected to vest under GAAP

  47,226     45,613  

     Effect of dilutive securities under GAAP

  109     188  

         Denominator for headline diluted earnings per share

  47,335     45,801  

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.


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