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 5, 2015

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 5, 2015, we issued a press release setting forth our financial results for the first quarter ended September 30, 2015. A copy of the press release is attached as Exhibit 99.1.

Item 8.01. Other Events.

On November 5, 2015, the South African Social Security Agency filed a progress report with the South African Constitutional Court (“Constitutional Court”) setting out the relevant information on whether and when it will be ready to assume the duty to pay grants itself. A copy of the filing with the Constitutional Court is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

  (d)

Exhibits


Exhibit  
No. Description
   
99.1 Press Release, dated November 5, 2015, issued by Net 1 UEPS Technologies, Inc.
   
99.2 SASSA filing with the Constitutional Court of South Africa dated November 5, 2015


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 5, 2015 By: /s/ Serge C.P. Belamant
  Dr. Serge C.P. Belamant
Chief Executive Officer and Chairman of the Board





Exhibit 99.1

Net 1 UEPS Technologies, Inc. Reports First Quarter 2016 Results

JOHANNESBURG, November 5, 2015 – Net 1 UEPS Technologies, Inc. (Nasdaq: UEPS; JSE: NT1) today released results for the first quarter of fiscal 2016.

  • Q1 2016 Revenue and FEPS of $154.5 million and $0.56, a constant currency increase of 19% and 16% respectively.

  • More than 350,000 EPE cards issued and approximately 750 ATMs deployed to October 2015; and

  • SASSA cancels tender process resulting in contract to March 2017, and Court dismisses U.S. class action lawsuit.

Summary Financial Metrics

    Three months ended September 30,  
                % change     % change  
    2015     2014     in USD     in ZAR  
(All figures in USD ‘000s except per share data)                        
Revenue   154,473     156,441     (1% )   19%  
GAAP net income   23,020     24,089     (4% )   15%  
Fundamental net income (1)   26,458     28,155     (6% )   16%  
GAAP earnings per share ($)   0.49     0.51     (3% )   17%  
Fundamental earnings per share ($) (1)   0.56     0.60     (7% )   16%  
Fully-diluted shares outstanding (‘000’s)   47,080     47,335     (1% )      
Average period USD/ ZAR exchange rate   12.96     10.76     20%        

(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 2016 and Q1 2015 results

  • Unfavorable impact from the strengthening of the U.S. dollar against primary functional currencies: The U.S. dollar appreciated by 21% against the ZAR and 13% against the KRW during Q1 2016, which negatively impacted our reported results;
  • Increased contribution by KSNET: Our results were positively impacted by growth in our Korean operations;
  • Continued growth in financial inclusion services: We continued to grow our financial inclusion services offerings during Q12016 which has resulted in higher revenues and operating income, primarily from more sales of low- margin prepaid airtime and an increase in transaction fees;
  • Increase in the number of SASSA grants paid: Our revenue and operating income have increased as a result of the higher number of SASSA UEPS/EMV cardholders paid during Q1 2016 compared with Q1 2015;and
  • Launch of EPE and Smart Life: During Q1 2016, we launched our EPE and Smart Life offerings, which contributed to a marginal increase in revenue in ZAR, as well as an associated increase in establishment costs.

Comments and Outlook

“In addition to the solid results that we have once again achieved, the take-up of our strategic initiatives to date, such as EasyPay Everywhere and ZAZOO, continues to validate our business strategy,” said Dr. Serge Belamant, Chairman and CEO of Net1. “The pipeline for both our card-centric and mobile-centric projects augurs well for the continued organic growth of our business, and the resultant value creation for shareholders,” he concluded.

“We achieved our great Q1 constant currency results despite the resources committed for the roll-out of our EPE, Smart Life and ATM initiatives,” said Herman Kotzé, Chief Financial Officer of Net1. “For fiscal 2016, we continue to expect fundamental earnings per share of at least $2.57, assuming a constant currency base of ZAR11.43/ $1 and a share count of 46.7 million shares,” he concluded.

SASSA files progress report on the status of a new tender process with the South African Constitutional Court

As a result of SASSA’s decision not to award the new tender, and in accordance with the Constitutional Court’s order, SASSA filed a report today setting out the relevant information on whether and when it will be ready to assume the duty to pay grants itself. A full copy of the report is available on our website (www.net1.com).

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 $55.6 million in Q1 2016, down 8% compared with Q1 2015 in USD and up 11% on a constant currency basis. In ZAR, the increase in segment revenue was primarily due to more low-margin transaction fees generated from cardholders using the South African National Payment System and an increase in the number of social welfare grants distributed, offset by fewer inter-segment transaction processing activities. Our operating income margin for Q1 2016 and 2015 was 24% and 23%, respectively, and has increased primarily due to an increase in the number of beneficiaries paid in Q1 2016 and a modest increase in the margin of transaction fees generated from cardholders using the South African National Payment System.

     International transaction processing

Segment revenue was $41.2 million in Q1 2016, down 5% compared with Q1 2015 in USD and up 15% on a constant currency basis. Revenue increased in constant currency primarily due to higher transaction volume at KSNET during Q1 2016. Operating income during the first fiscal quarter of 2016 was higher due to increase in revenue contribution from KSNET and a positive contribution by XeoHealth, but was partially offset by ongoing ZAZOO start-up costs in the UK and India. Operating income margin for Q1 2016 and 2015 was 16% and 17%, respectively.

     Financial inclusion and applied technologies

Segment revenue was $67.4 million in Q1 2016, up 3% compared with Q1 2015 in USD and 24% on a constant currency basis. In ZAR, Financial inclusion and applied technologies revenue and operating income increased primarily due to higher prepaid airtime and other value-added services sales, more ad hoc terminal and card sales and, in ZAR, an increase in inter-segment revenues. Operating income for Q1 2016, was adversely impacted by establishment costs for EPE and Smart Life. The South African National Credit Act, made certain industry-wide amendments, which became effective March 13, 2015. These amendments were introduced primarily to address over-indebtedness of South African consumers and requires lenders to perform a stricter affordability assessment. Compliance with the amended legislation had a modest impact on our UEPS-based lending businesses in Q4 2015 and Q1 2016, but should moderate going forward. Operating income margin for the Financial inclusion and applied technologies segment was 25% and 27%, respectively, during Q1 2016 and 2015, and has decreased primarily due to the sale of more low-margin prepaid airtime and establishment costs for EPE and Smart Life.

     Corporate/eliminations

In USD, our corporate expenses have decreased primarily due to the impact of the stronger USD on goods and services procured in other currencies, primarily the ZAR, and lower amortization costs, partially offset by modest increases in USD denominated goods and services purchased from third parties and directors’ fees.

     Cash flow and liquidity

At September 30, 2015, we had cash and cash equivalents of $125.6 million, up from $117.6 million at June 30, 2015. The increase in our cash balances from June 30, 2015, was primarily due to the expansion of all of our core businesses, offset by provisional tax payments, capital expenditures and the strengthening of the U.S. dollar against our primary functional currencies.

Excluding the impact of interest received, interest paid under our Korean debt and taxes, the decrease in cash from operating activities resulted from the timing of receipts of cash from customers. Capital expenditures for Q1 2016 and 2015 were $10.7 million and $9.4 million, respectively, and have increased primarily due to the acquisition of more payment processing terminals in South Korea and ATMs in South Africa.

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

We will host a conference call to review Q1 2016 results on November 6, 2015, 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 November 29, 2015.

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.

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



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

    Three months ended  
    September 30,  
    2015     2014  
    (In thousands, except per share data)  
REVENUE $  154,473   $  156,441  
EXPENSE            
         Cost of goods sold, IT processing, servicing and support   77,382     74,406  
         Selling, general and administration   35,761     38,736  
         Depreciation and amortization   10,115     10,174  
OPERATING INCOME   31,215     33,125  
INTEREST INCOME   4,275     4,090  
INTEREST EXPENSE   974     1,312  
INCOME BEFORE INCOME TAX EXPENSE   34,516     35,903  
INCOME TAX EXPENSE   10,897     11,648  
NET INCOME BEFORE EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS   23,619     24,255  
EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS   188     92  
NET INCOME   23,807     24,347  
LESS NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST   787     258  
NET INCOME ATTRIBUTABLE TO NET1 $  23,020   $  24,089  
Net income per share, in United States dollars            
         Basic earnings attributable to Net1 shareholders $ 0.49   $ 0.51  
         Diluted earnings attributable to Net1 shareholders $ 0.49   $ 0.51  



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

    Unaudited     (A)  
    September 30,     June 30,  
    2015     2015  
    (In thousands, except share data)  
ASSETS    
CURRENT ASSETS            
     Cash and cash equivalents $  125,610   $  117,583  
     Pre-funded social welfare grants receivable   1,411     2,306  
     Accounts receivable, net of allowances of – September: $2,767; June: $1,956   153,453     148,768  
     Finance loans receivable, net of allowances of – September: $3,640; June: $4,227   33,921     40,373  
     Inventory   12,335     12,979  
     Deferred income taxes   6,829     7,298  
             Total current assets before settlement assets   333,559     329,307  
                     Settlement assets   600,195     661,916  
                             Total current assets   933,754     991,223  
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of – September: $92,145; June: $94,014   52,048     52,320  
EQUITY-ACCOUNTED INVESTMENTS   14,342     14,329  
GOODWILL   154,294     166,437  
INTANGIBLE ASSETS, net   40,862     47,124  
OTHER LONG-TERM ASSETS, including reinsurance assets   13,982     14,997  
     TOTAL ASSETS   1,209,282     1,286,430  
LIABILITIES    
CURRENT LIABILITIES            
     Accounts payable   15,527     21,453  
     Other payables   49,011     45,595  
     Current portion of long-term borrowings   8,359     8,863  
     Income taxes payable   12,848     6,287  
             Total current liabilities before settlement obligations   85,745     82,198  
                      Settlement obligations   600,195     661,916  
                             Total current liabilities   685,940     744,114  
DEFERRED INCOME TAXES   9,169     10,564  
LONG-TERM BORROWINGS   48,561     50,762  
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities   2,178     2,205  
     TOTAL LIABILITIES   745,848     807,645  
COMMITMENTS AND CONTINGENCIES            
EQUITY    
     COMMON STOCK            
                 Authorized: 200,000,000 with $0.001 par value; Issued and outstanding shares, net of treasury - September: 47,322,702; June: 46,679,565   64     64  
     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   218,384     213,896  
     TREASURY SHARES, AT COST: September: 18,057,228; June: 18,057,228   (214,520 )   (214,520 )
     ACCUMULATED OTHER COMPREHENSIVE LOSS   (182,545 )   (139,181 )
     RETAINED EARNINGS   640,888     617,868  
             TOTAL NET1 EQUITY   462,271     478,127  
             NON-CONTROLLING INTEREST   1,163     658  
                     TOTAL EQUITY   463,434     478,785  
                             TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $  1,209,282   $  1,286,430  

(A) – Derived from audited financial statements



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

    Three months ended  
    September 30,  
    2015     2014  
    (In thousands)  
Cash flows from operating activities            
Net income $  23,807   $  24,347  
Depreciation and amortization   10,115     10,174  
Earnings from equity-accounted investments   (188 )   (92 )
Fair value adjustments   1,433     413  
Interest payable   709     1,159  
Profit on disposal of plant and equipment   (95 )   (122 )
Stock-based compensation charge   726     916  
Facility fee amortized   34     82  
(Increase) Decrease in accounts receivable, pre-funded social welfare grants receivable            
and finance loans receivable   (17,278 )   9,470  
Increase in inventory   (931 )   (2,123 )
Increase (Decrease) in accounts payable and other payables   2,972     (10,933 )
Increase in taxes payable   7,824     6,611  
Decrease in deferred taxes   (1,026 )   (390 )
   Net cash provided by operating activities   28,102     39,512  
Cash flows from investing activities            
Capital expenditures   (10,698 )   (9,378 )
Proceeds from disposal of property, plant and equipment   348     241  
Proceeds from sale of business   -     1,895  
Net change in settlement assets   (21,575 )   (43,054 )
     Net cash used in investing activities   (31,925 )   (50,296 )
Cash flows from financing activities            
Proceeds from issue of common stock   3,762     989  
Long-term borrowings utilized   720     1,097  
Acquisition of treasury stock   -     (9,151 )
Sale of equity to non-controlling interest   -     1,407  
Net change in settlement obligations   21,575     43,054  
   Net cash provided by financing activities   26,057     37,396  
Effect of exchange rate changes on cash   (14,207 )   (4,099 )
Net increase in cash and cash equivalents   8,027     22,513  
Cash and cash equivalents – beginning of period   117,583     58,672  
Cash and cash equivalents – end of period $  125,610   $  81,185  



Net 1 UEPS Technologies, Inc.
 
Attachment A
 
Operating segment revenue, operating income and operating margin:
 
Three months ended September 30, 2015 and 2014 and June 30, 2015

                                  Change – constant  
                      Change - actual     exchange rate(1)
                      Q1 ‘16     Q1 ‘16     Q1 ‘16     Q1 ‘16  
                      vs     vs     vs     vs  
Key segmental data, in $ ’000,   Q1 ‘16     Q1 ‘15     Q4 ‘15     Q1‘15     Q4 ‘15     Q1‘15     Q4 ‘15  
Revenue:                                          
South African transaction processing $ 55,639   $ 60,252   $ 59,774     (8% )   (7% )   11%     0%  
International transaction processing   41,229     43,204     42,573     (5% )   (3% )   15%     4%  
Financial inclusion and applied technologies   67,360     65,197     73,042     3%     (8% )   24%     (1% )
         Subtotal: Operating segments   164,228     168,653     175,389     (3% )   (6% )   17%     1%  
         Intersegment eliminations   (9,755 )   (12,212 )   (11,103 )   (20% )   (12% )   (4% )   (5% )
               Consolidated revenue $ 154,473   $ 156,441   $ 164,286     (1% )   (6% )   19%     1%  
                                           
Operating income (loss):                                          
South African transaction processing $ 13,511   $ 13,639   $ 11,268     (1% )   20%     19%     29%  
International transaction processing   6,543     7,349     7,134     (11% )   (8% )   7%     (1% )
Financial inclusion and applied technologies   16,554     17,607     19,385     (6% )   (15% )   13%     (8% )
         Subtotal: Operating segments   36,608     38,595     37,787     (5% )   (3% )   14%     4%  
         Corporate/Eliminations   (5,393 )   (5,470 )   (5,174 )   (1% )   4%     19%     12%  
                 Consolidated operating income $ 31,215   $ 33,125   $ 32,613     (6% )   (4% )   14%     3%  
                                           
Operating income margin (%)                                          
South African transaction processing   24%     23%     19%                          
International transaction processing   16%     17%     17%                          
Financial inclusion and applied technologies   25%     27%     27%                  
         Consolidated operating margin   20%     21%     20%                          

(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 2016 also prevailed during the first quarter of fiscal 2015 and the fourth quarter of fiscal 2015.



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, 2015 and 2014

              EPS,                 EPS,  
  Net income     basic     Net income     basic  
  (USD’000)   (USD)     (ZAR’000)   (ZAR)  
  2015     2014     2015     2014     2015     2014     2015     2014  
                                               
GAAP 23,020     24,089     0.49     0.51     298,300     258,789     6.36     5.48  
                                               
     Intangible asset amortization, net . 2,554     2,941                 39,886     31,601              
     Stock-based compensation charge 726     916                 9,408     9,854              
     Facility fees for KSNET debt 34     82                 441     882              
     US government investigations- related
     and US lawsuit expenses
124     127         1,607     1,366          
                 Fundamental 26,458     28,155     0.56     0.60     349,642     302,492     7.45     6.41  

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, 2015 and 2014

    2015     2014  
             
Net income (USD’000)   23,020     24,089  
Adjustments:            
     Profit on sale of property, plant and equipment   (95 )   (122 )
     Tax effects on above   27     34  
             
Net income used to calculate headline earnings (USD’000)   22,952     24,001  
Weighted average number of shares used to calculate net income per share
basic earnings and headline earnings per share basic earnings (‘000)
  46,620     47,226  
Weighted average number of shares used to calculate net income per share
diluted earnings and headline earnings per share diluted earnings (‘000)
  47,080     47,335  
Headline earnings per share:            
     Basic, in USD   0.49     0.51  
     Diluted, in USD   0.49     0.51  

Calculation of the denominator for headline diluted earnings per share

    2015     2014  
             
Basic weighted-average common shares outstanding and unvested
restricted shares expected to vest under GAAP
  46,620     47,226  
     Effect of dilutive securities under GAAP   460     109  
         Denominator for headline diluted earnings per share   47,080     47,335  

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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