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UNITED STATES FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): August 27,
2009 NET 1 UEPS TECHNOLOGIES,
INC. President Place, 4thFloor, Cnr. Jan Smuts
Avenue and Bolton Road Registrants 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)) On August 27, 2009, Net 1 UEPS Technologies, Inc. (Net1)
issued a press release setting forth Net1s three months and year ended June 30,
2009 financial results. A copy of Net1s press release is attached as Exhibit
99.1. On August 27, 2009, Net1s Board of Directors amended and restated the Code of Business
Conduct and Ethics for Net1s officers, directors and employees (the Code).
The adopted Code is reorganized and streamlined to comply with Nasdaq
requirements and to provide clarity as to the conduct expected of our companys
officers, directors and employees and as to the means for ensuring
accountability for adherence to such expectations. The foregoing description of the Code is qualified in its
entirety by reference to the Code, a copy of which is filed herewith as Exhibit
14, and is incorporated herein by reference. In addition, the Code, is available
on Net1s website at www.net1.com. Information contained on Net1s website
is not part of this report. See disclosure under Item 2.02, Results of Operations and
Financial Condition of this report, which is incorporated by reference in this
Item 7.01, Regulation FD Disclosure. 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. Exhibit 14 Net 1 UEPS Technologies, Inc A Message About the Code of Business Conduct and Ethics from
the CEO To All Officers, Directors and Employees: One of our Companys most
valuable assets is its integrity. Protecting this asset is the job of everyone
in the Company. To that end, we have established a Code of Business Conduct and
Ethics (the Code). The Code applies to every officer, director and employee.
We also expect that those with whom we do business (including our agents,
consultants, suppliers and customers) will also adhere to the Code. Our Code is
designed to help you comply with the law and maintain the highest standards of
ethical conduct. We have recently revised our Code to assure our compliance with
the listing requirements of the Nasdaq Stock Market and certain other legal
requirements. The Code does not cover every issue that may arise, but it sets
out basic principles and a methodology to help guide you in the attainment of
this common goal. All of the Companys officers,
directors and employees must carry out their duties in accordance with the
policies set forth in this Code and with applicable laws and regulations. To the
extent that other Company polices and procedures conflict with this Code, you
should follow this Code. Any violation of applicable law or any deviation from
the standards embodied in this Code will result in disciplinary action up to and
including termination. Disciplinary action also may apply to an employees
supervisor who directs or approves the employees improper actions, or is aware
of those actions but does not act appropriately to correct them. In addition to
imposing its own discipline, the Company may also bring suspected violations of
law to the attention of the appropriate law enforcement personnel. If you are in
a situation which you believe may violate or lead to a violation of this Code,
follow the procedures described in Sections 10 and 11 of the Code. Net 1 UEPS Technologies, Inc CODE OF BUSINESS CONDUCT AND ETHICS POLICY STATEMENT The Nasdaq rules require that Net
1 UEPS Technologies, Inc (the Company) provide a code of conduct for all of
its directors, officers and employees. This Company is committed to being a good
corporate citizen. The Companys policy is to conduct its business affairs
honestly and in an ethical manner. That goal cannot be achieved unless you
individually accept your responsibility to promote integrity and demonstrate the
highest level of ethical conduct in all of your activities. Activities that may
call into question the Companys reputation or integrity should be avoided. The
Company understands that not every situation is black and white. The key to
compliance with the Code is exercising good judgment. This means following the
spirit of this Code and the law, doing the right thing and acting ethically
even when the law is not specific. When you are faced with a business situation
where you must determine the right thing to do, you should ask the following
questions: Managers set an example for other employees and are often
responsible for directing the actions of others. Every manager and supervisor is
expected to take necessary actions to ensure compliance with this Code, to
provide guidance and assist employees in resolving questions concerning the Code
and to permit employees to express any concerns regarding compliance with this
Code. No one has the authority to order another employee to act contrary to this
Code. COMPLIANCE WITH LAWS AND
REGULATIONS The Company seeks to comply
with both the letter and spirit of the laws and regulations in all countries in
which it operates. The Company is committed to full
compliance with the laws and regulations of the cities, states and countries in
which it operates. You must comply with all applicable laws, rules and
regulations in performing your duties for the Company. Numerous federal, state
and local laws and regulations define and establish obligations with which the
Company, its employees and agents must comply. Under certain circumstances,
local country law may establish requirements that differ from this Code. You are
expected to comply with all local country laws in conducting the Companys
business. If you violate these laws or regulations in performing your duties for
the Company, you not only risk individual indictment, prosecution and penalties,
and civil actions and penalties, you also subject the Company to the same risks
and penalties. If you violate these laws in performing your duties for the
Company, you may be subject to immediate disciplinary action, including possible
termination of your employment or affiliation with the Company. As explained below, you should
always consult your manager or the Compliance Officer with any questions about
the legality of you or your colleagues conduct. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE
DISCLOSURE It is of paramount importance to
the Company that all disclosure in reports and documents that the Company files
with, or submits to, the SEC, and in other public communications made by the
Company is full, fair, accurate, timely and understandable. You must take all
steps available to assist the Company in these 1 responsibilities consistent with your role within the Company.
In particular, you are required to provide prompt and accurate answers to all
inquiries made to you in connection with the Companys preparation of its public
reports and disclosure. The Companys Chief Executive
Officer (CEO) and Chief Financial Officer (CFO) are responsible for
designing, establishing, maintaining, reviewing and evaluating on a quarterly
basis the effectiveness of the Companys disclosure controls and procedures (as
such term is defined by applicable SEC rules). The Companys CEO, CFO,
controller and such other Company officers designated from time to time by the
Audit Committee of the Board of Directors shall be deemed the Senior Officers of
the Company. Senior Officers shall take all steps necessary or advisable to
ensure that all disclosure in reports and documents filed with or submitted to
the SEC, and all disclosure in other public communication made by the Company is
full, fair, accurate, timely and understandable. Senior Officers are also
responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The Senior
Officers will take all necessary steps to ensure compliance with established
accounting procedures, the Companys system of internal controls and generally
accepted accounting principles. Senior Officers will ensure that the Company
makes and keeps books, records, and accounts, which, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company. Senior Officers will also ensure that the Company devises and
maintains a system of internal accounting controls sufficient to provide
reasonable assurances that: Any attempt to enter inaccurate
or fraudulent information into the Companys accounting system will not be
tolerated and will result in disciplinary action, up to and including
termination of employment. SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH
FINANCIAL REPORTING RESPONSIBILITIES Senior Officers each bear a
special responsibility for promoting integrity throughout the Company.
Furthermore, the Senior Officers have a responsibility to foster a culture
throughout the Company as a whole that ensures the fair and timely reporting of
the Companys results of operation and financial condition and other financial
information. Because of this special role, the
Senior Officers are bound by the following Senior Officer Code of Ethics, and by
accepting the Code of Business Conduct and Ethics each agrees that he or she
will: 2 INSIDER TRADING You should never trade
securities on the basis of confidential information acquired through your
employment or fiduciary relationship with the Company. You are prohibited under both
federal law and Company policy from purchasing or selling Company stock,
directly or indirectly, on the basis of material non-public information
concerning the Company. Any person possessing material non-public information
about the Company must not engage in transactions involving Company securities
until this information has been released to the public. Generally, material
information is that which would be expected to affect the investment decisions
of a reasonable investor or the market price of the stock. You must also refrain
from trading in the stock of other publicly held companies, such as existing or
potential customers or suppliers, on the basis of material confidential
information obtained in the course of your employment or service as a director.
It is also illegal to recommend a stock to (i.e., tip) someone else on the
basis of such information. If you have a question concerning appropriateness or
legality of a particular securities transaction, consult with the Companys
Compliance Officer. Officers, directors and certain other employees of the
Company are subject to additional responsibilities under the Companys insider
trading compliance policy, a copy of which has been provided to each such
officer, director and employee, and which can be obtained from the Companys
Compliance Officer. Please refer to the Companys
website for our Insider Trading Policy. CONFLICTS OF INTEREST AND CORPORATE
OPPORTUNITIES You must avoid any
situation in which your personal interests conflict or even appear to conflict
with the Companys interests. You owe a duty to the Company not to compromise
the Companys legitimate interests and to advance such interests when the
opportunity to do so arises in the course of your employment. You shall perform your duties to
the Company in an honest and ethical manner. You shall handle all actual or
apparent conflicts of interest between your personal and professional
relationships in an ethical manner. You should avoid situations in
which your personal, family or financial interests conflict or even appear to
conflict with those of the Company. You may not engage in activities that
compete with the Company or compromise its interests. You should not take for
your own benefit opportunities discovered in the course of employment that you
have reason to know would benefit the Company. The following are examples of
actual or potential conflicts: 3 Neither you, nor members of your
immediate family, are permitted to solicit or accept valuable gifts, payments,
special favors or other consideration from customers, suppliers or competitors.
Gifts may be given only in compliance with the Foreign Corrupt Practices
Act. Conflicts are not always
clear-cut. If you become aware of a conflict described above or any other
conflict, potential conflict, or have a question as to a potential conflict, you
should consult with your manager or the Companys Compliance Officer and/or
follow the procedures described in Sections 10 and 11 of the Code. If you become
involved in a situation that gives rise to an actual conflict, you must inform
your supervisor or the Companys Compliance Officer of the conflict. CONFIDENTIALITY All confidential
information concerning the Company obtained by you is the property of the
Company and must be protected. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed. You must maintain the
confidentiality of such information entrusted to you by the Company, its
customers and its suppliers, except when disclosure is authorized by the Company
or required by law. Examples of confidential
information include, but are not limited to: the Companys trade secrets;
business trends and projections; information about financial performance; new
product or marketing plans; research and development ideas or information;
manufacturing processes; information about potential acquisitions, divestitures
and investments; stock splits, public or private securities offerings or changes
in dividend policies or amounts; significant personnel changes; and existing or
potential major contracts, orders, suppliers, customers or finance sources or
the loss thereof. 4 Your obligation with respect to
confidential information extends beyond the workplace. In that respect, it
applies to communications with your family members and continues to apply even
after your employment or director relationship with the Company terminates. FAIR DEALING Our goal is
to conduct our business with integrity. You should endeavor to deal
honestly with the Companys customers, suppliers, competitors, and employees.
Under federal and state laws, the Company is prohibited from engaging in unfair
methods of competition, and unfair or deceptive acts and practices. You should
not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair
dealing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Exact name of registrant as specified in its
charter)
Florida
000-31203
98-0171860
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Rosebank, Johannesburg, South Africa
(Address of principal executive offices) (ZIP Code)
Item 2.02.
Results of
Operations and Financial
Condition.
Item 5.05.
Amendments
to the Registrants Code of Ethics, or Waiver of a Provisions of
the Code of Ethics.
Item 7.01.
Regulation
FD Disclosure.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
14
Amended and
Restated Code of Ethics.
99.1
Press Release,
dated August 27, 2009, issued by Net 1 UEPS Technologies, Inc.
NET 1 UEPS
TECHNOLOGIES, INC.
Date: August 27, 2009
By:
/s/ Serge Belamant
Dr. Serge C.P. Belamant
Chief Executive Officer and
Chairman of the Board
Serge Belamant
Chief Executive Officer
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX. |
PROTECTION AND PROPER USE OF COMPANY ASSETS |
You should endeavor to protect the Companys assets and ensure their proper use.
Company assets, both tangible and intangible, are to be used only for legitimate business purposes of the Company and only by authorized employees or consultants. Intangible assets include intellectual property such as trade secrets, patents, trademarks and copyrights, business, marketing and service plans, engineering and manufacturing ideas, designs, databases, Company records, salary information, and any unpublished financial data and reports. Unauthorized alteration, destruction, use, disclosure or distribution of Company assets violates Company policy and this Code. Theft or waste of, or carelessness in using, these assets have a direct adverse impact on the Company's operations and profitability and will not be tolerated.
The Company provides computers, voice mail, electronic mail (e-mail), and Internet access to certain employees for the purpose of achieving the Companys business objectives. As a result, the Company has the right to access, reprint, publish, or retain any information created, sent or contained in any of the Companys computers or e-mail systems of any Company machine. You may not use e-mail, the Internet or voice mail for any illegal purpose or in any manner that is contrary to the Companys policies or the standards embodied in this Code.
You should not make copies of, or resell or transfer copyrighted publications, including software, manuals, articles, books, and databases being used in the Company, that were created by another entity and licensed to the Company, unless you are authorized to do so under the applicable license agreement. You must refrain from transferring any data or information to any Company computer other than for Company use. You may use a handheld computing device or mobile phone in connection with your work for the Company, but must not use such device or phone to access, load or transfer content, software or data in violation of any applicable law or regulation or without the permission of the owner of such content, software or data. If you should have any question as to what is permitted in this regard, please consult with the Companys Compliance Officer.
X. |
REPORTING VIOLATIONS OF COMPANY POLICIES AND RECEIPT OF COMPLAINTS REGARDING FINANCIAL REPORTING OR ACCOUNTING ISSUES |
You should report any violation or suspected violation of this Code to the appropriate Company personnel or via the Companys anonymous and confidential reporting procedures.
5
The Companys efforts to ensure observance of, and adherence to, the goals and policies outlined in this Code mandate that you promptly bring to the attention of the Compliance Officer or, if appropriate, the Chair of the Audit Committee, any material transaction, relationship, act, failure to act, occurrence or practice that you believe, in good faith, is inconsistent with, in violation, or reasonably could be expected to give rise to a violation, of this Code. You should report any suspected violations of the Companys financial reporting obligations or any complaints or concerns about questionable accounting or auditing practices in accordance with the procedures set forth below.
Here are some approaches to handling your reporting obligations:
In the event you believe a violation of the Code, or a violation of applicable laws and/or governmental regulations has occurred or you have observed or become aware of conduct which appears to be contrary to the Code, immediately report the situation to your supervisor, the Compliance Officer or the Chair of the Audit Committee. Supervisor or managers who receive any report of a suspected violation must report the matter to the Compliance Officer.
If you have or receive notice of a complaint or concern regarding the Companys financial disclosure, accounting practices, internal accounting controls, auditing, or questionable accounting or auditing matters, you must immediately advise your supervisor, the Compliance Officer or the Chair of the Audit Committee.
If you wish to report any such matters anonymously or confidentially, then you may do so as follows:
Contact www.beheard.co.za our third party disclosure provider and follow the link to report a violation .
Calling toll free 0800 00 32 37 our anonymous Compliance Hotline maintained by our third party disclosure provider.
Matters may also be reported directly to the Chair of the Audit Committee at:
Chris Seabrooke
PO Box 78677
Sandton
2146
or,
Chris@sabvest.co.za
Use common sense and good judgment; Act in good faith. You are expected to become familiar with and to understand the requirements of the Code. If you become aware of a suspected violation, dont try to investigate it or resolve it on your own. Prompt disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution. The circumstances should be reviewed by appropriate personnel as promptly as possible, and delay may affect the results of any investigation. A violation of the Code, or of applicable laws and/or governmental regulations is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light. Reports of suspected violations should always be made in good faith.
Internal investigation. When an alleged violation of the Code, applicable laws and/or governmental regulations is reported, the Company will take appropriate action in accordance with the compliance procedures outlined in Section 11 of the Code. You are expected to cooperate in internal investigations of alleged misconduct or violations of the Code or of applicable laws or regulations.
No fear of retaliation. It is Company policy that there be no intentional retaliation against any person who provides truthful information to a Company or law enforcement official concerning a possible violation of any law, regulation or Company policy, including this Code. Persons who retaliate may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment. In cases in which you report a suspected violation in good faith and are not engaged in the questionable conduct, the Company will attempt to keep its discussions with you confidential to the extent reasonably possible. In the course of its investigation, the Company may find it necessary to share information with others on a need to know basis. No retaliation shall be taken against you for reporting alleged violations while acting in good faith.
6
XI. |
COMPLIANCE PROCEDURES |
The Company has established this Code as part of its overall policies and procedures. To the extent that other Company policies and procedures conflict with this Code, you should follow this Code. The Code applies to all Company directors and Company employees, including all officers, in all locations.
The Code is based on the Companys core values, good business practices and applicable law. The existence of a Code, however, does not ensure that directors, officers and employees will comply with it or act in a legal and ethical manner. To achieve optimal legal and ethical behavior, the individuals subject to the Code must know and understand the Code as it applies to them and as it applies to others. You must champion the Code and assist others in knowing and understanding it.
7
8
XII. |
PUBLICATION OF THE CODE OF BUSINESS CONDUCT AND ETHICS; AMENDMENTS AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS |
The most current version of this Code will be posted and maintained on the Companys website and filed as an exhibit to the Companys Annual Report on Form 10-K. The Companys Annual Report on Form 10-K shall disclose that the Code is maintained on the website and shall disclose that substantive amendments and waivers will also be posted on the companys website.
Any substantive amendment or waiver of this Code (i.e., a material departure from the requirements of any provision) particularly applicable to or directed at executive officers or directors may be made only after approval by the Board of Directors after receiving a recommendation from a committee comprised of a majority of independent directors and will be disclosed within four (4) business days of such action (a) on the Companys website for a period of not less than twelve (12) months and (b) in a Form 8-K filed with the Securities and Exchange Commission. Such disclosure shall include the reasons for any waiver. The Company shall retain the disclosure relating to any such amendment or waiver for less than five (5) years.
9
NET1 UEPS TECHNOLOGIES INC.
POLICY FOR REPORTING VIOLATIONS AND COMPLAINTS
XIII. |
POLICY STATEMENT |
One of our Companys most valuable assets is its integrity. Protecting this asset is the job of everyone in the Company. We have established a Code of Business Conduct and Ethics to help our employees comply with the law and regulations applicable to our business and to maintain the highest standards of ethical conduct. This policy is meant to supplement our Code of Business Conduct and Ethics by encouraging employees to report any suspected violations or concerns as to compliance with laws, regulations, our Code of Business Conduct and Ethics or other Company policies, or any complaints or concerns regarding the Companys accounting, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.
XIV. | OBLIGATION TO REPORT SUSPECTED OR ACTUAL VIOLATIONS; ANONYMOUS REPORTING |
(a) Reporting Generally
It is every employees obligation to report suspected or actual violations of laws, government rules and regulations, or the Companys Code of Business Conduct and Ethics or other Company policies. You must report any suspected violations of the laws and rules that govern the reporting of the Companys financial performance, and any complaint or concern regarding the Companys accounting, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.
You can report any such matters directly to your supervisor or manager or by the procedures set forth below. As noted below, supervisors and managers are required to report to the Compliance Officer any time they receive a report of a concern about our compliance with laws, the Code of Business Conduct and Ethics or other Company policy, any notice of any suspected wrong-doing by any Company employee, officer or director, any complaint or concern about the Companys accounting, internal accounting controls, or auditing matters, or any concerns regarding any questionable accounting or auditing matters.
Matters may also be reported directly to the Chair of the Audit Committee at:
Chris Seabrooke
PO Box 78677
Sandton 2146
or,
Chris@sabvest.co.za
(b) Anonymous Reporting
If you wish to report any such matters anonymously, you may do so as follows:
All disclosures made by telephone are recorded digitally by Be Heard and stored so that these recorded calls can be accessed at some later stage should a dispute arise or should the details of the call need to be reviewed.
10
Once the contact centre receives the disclosure it is reviewed by an experienced person who will always listen to the recording again to ensure that every detail has been noted. The disclosure is sanitised to remove the name or any other information which could identify the complainant. This also applies to messages received via e-mail. The report is then signed off by a Be Heard senior manager and is e-mailed to the Compliance Officer and the Chairman of the Audit Committee.
The Compliance Officer will then take up the matter with the relevant parties involved and will keep the Chief Financial Officer informed. The outcome of the disclosure will be forwarded to the Chairman of the Audit Committee, the Chief Financial Officer and Be Heard. Feedback can thus be provided to the original complainant if they so require such information. All incidents are discussed by the Compliance Officer at the following Audit Committee meeting.
TREATMENT AND RETENTION OF COMPLAINTS AND REPORTS
Each supervisor and manager shall report any suspected violation, concern or complaint reported to such person by employees or other sources to the Compliance Officer to assure proper treatment and retention of complaints, concerns or notices of potential violations. In addition, employees should take note that persons outside the Company may report complaints or concerns about suspected violations, or concerns regarding internal accounting controls, accounting or auditing matters. These concerns and complaints should be reported immediately on receipt to the Compliance Officer.
Supervisors and managers as well as the Compliance Officer shall promptly consider the information, reports or notices received by them under this policy or otherwise. Each person shall take appropriate action, including investigation as appropriate, in accordance with the law, governmental rules and regulations, the Companys Code of Business Conduct and Ethics and otherwise consistent with good business practice.
Upon a report to the Compliance Officer, all notices or reports of suspected violations, complaints or concerns received pursuant to this policy shall be recorded in a log, indicating the description of the matter reported, the date of the report and the disposition thereof, and the log shall be retained for five years. This log shall be maintained by the Compliance Officer.
XV. |
STATEMENT OF NON-RETALIATION |
It is a federal crime for anyone to retaliate intentionally against any person who provides truthful information to a law enforcement official concerning a possible violation of any federal law. Moreover, the Company will not permit any form of intimidation or retaliation by any officer, employee, contractor, subcontractor or agent of the Company against any employee because of any lawful act done by that employee to:
Any such action is a violation of Company policy and should be reported to the Compliance Officer immediately under this policy.
XVI. |
STATEMENT OF CONFIDENTIALITY |
The Company will, to the extent reasonably possible, keep confidential both the information and concerns reported under this policy, and its discussions and actions in response to these reports and concerns. In the course of its investigation, however, the Company may find it necessary to share information with others on a need to know basis.
11
Exhibit 99.1
Net 1 UEPS Technologies, Inc. Announces 2009 Fourth Quarter and Year End Results
JOHANNESBURG, August 27, 2009 - Net1 UEPS Technologies, Inc. (Net1 or the Company) (Nasdaq: UEPS; JSE: NT1) today announced results for the three months and year ended June 30, 2009. Revenue during 4Q 2009 was $61.6 million, a year over year decline of 1% in US dollars (USD) but an increase of 5% in constant currency. Earnings per share under US generally accepted accounting principles (GAAP) in 4Q 2009 was $0.33 versus $0.38 a year ago, a decline of 13% in USD and 8% in constant currency. 4Q 2009 fundamental earnings per share was $0.38 compared to $0.41 in the 4Q 2008, representing a decline of 7% in USD and 2% in constant currency.
Summary Financial Metrics
Three months ended June 30, | ||||
% change | % change | |||
2009 | 2008 | in USD | in ZAR | |
(All figures in USD 000s except per share data) | ||||
Revenue | 61,621 | 62,231 | (1)% | 5% |
GAAP net income | 18,216 | 21,482 | (15)% | (10)% |
Fundamental net income (1) | 20,967 | 23,423 | (10)% | (5)% |
GAAP earnings per share ($) | 0.33 | 0.38 | (13)% | (8)% |
Fundamental earnings per share ($) (1) | 0.38 | 0.41 | (7)% | (2)% |
Fully diluted shares outstanding (000s) | 54,993 | 57,612 | (5)% | |
Average period USD/ ZAR exchange rate | 8.26 | 7.80 | 6% |
Year ended June 30, | ||||
% change | % change | |||
2009 | 2008 | in USD | in ZAR | |
(All figures in USD 000s except per share data) | ||||
Revenue | 246,822 | 254,056 | -3% | 19% |
GAAP net income | 86,601 | 86,695 | 0% | 22% |
Fundamental net income (1) | 82,504 | 88,821 | -7% | 14% |
GAAP earnings per share ($) | 1.55 | 1.52 | 2% | 25% |
Fundamental earnings per share ($) (1) | 1.47 | 1.55 | -5% | 16% |
Fully diluted shares outstanding (000s) | 56,140 | 57,635 | -3% | |
Average period USD/ ZAR exchange rate | 8.94 | 7.29 | 23% |
(1) Fundamental net income and earnings per share is GAAP net income and earnings per share excluding the amortization of acquisition-related intangible assets, net of deferred taxes, and stock-based compensation charges. In addition, the effects of the change in the Companys fully distributed tax rate from 35.45% to 34.55% in fiscal 2009 (and from 36.89% to 35.45% in fiscal 2008), JSE listing costs, a bank facility fee, an impairment of goodwill, the profit on sale of the Companys traditional microlending business and a foreign exchange gain, net of tax, related to a short-term investment, are excluded in calculating fundamental net income and earnings per share.
The following factors had significant impact on the comparability of our 2009 fourth quarter results to last year:
Comments and Outlook
Our results demonstrate the strength of our business model and the power of our technology, allowing us to take advantage of the difficult global economic environment, said Dr. Serge Belamant, Chairman and Chief Executive Officer of Net1. Despite our fourth quarter results being adversely impacted by the timing differences between our new pricing structure with SASSA, which was effective April 1, 2009, and the elimination of our pre-funding requirements effective May 1, 2009, we managed to grow our transaction-based activities while maintaining margins, and we remain an integral social welfare distribution supplier to the South African government. We are well-positioned to continue expanding the number of people using our technology and the breadth of services we provide in South Africa as well as other global markets. I remain confident that we will continue to deliver sustainable growth for all of our stake holders, he concluded.
For fiscal year 2010, we expect to achieve constant currency fundamental earnings per share growth of at least 20%, said Herman Kotze, Chief Financial Officer of Net1. While our South African pension and welfare business should generate modest growth, given our new contract with SASSA, we expect EasyPay, and new country implementations to be more meaningful contributors to earnings growth in fiscal 2010, he concluded.
Results of operations
Net1s frequently asked questions will be posted on the Companys website (www.net1.com).
Transaction-based activities
Transaction-based activities revenue was $39.2 million, up 3% from 4Q 2008 in US dollars and 9% higher on a constant currency basis. Pension and welfare revenue was modestly lower due to the Companys re-negotiated contract with SASSA which took effect April 1, 2009, but this reduction was offset by continued growth at EasyPay and the merchant processing business. Operating margin for the Transaction-based activities segment was 58%, similar to 4Q 2008. Excluding amortization of intangibles for EasyPay, segment operating margin was 60% in 4Q 2009.
Smart card accounts
Smart card account revenue of $7.6 million declined 10% year-over-year in US Dollars and 4% on a constant currency basis. Operating margin for the segment remained consistent at 45%.
Financial services
Financial services revenue of $0.9 million, was down 56% from 4Q 2008 in US Dollars and 53% lower on a constant currency basis, principally due to the divestiture of the Companys traditional microlending business in 3Q 2009. Operating margin for the segment however, improved significantly to 32% from 27% in 4Q 2008 as a result of the sale of this low-margin business.
Hardware and software
Hardware and software revenue of $13.9 million increased 1% year-over-year in US Dollars and 7% on a constant currency basis. The increase was due primarily to revenue contributions by BGS of $5.8 million in 4Q 2009, which was partially offset by lower contractual revenue from the Companys Ghana contract. Operating loss for the segment was 20% in 4Q 2009 compared to an operating margin of 15% in the year ago quarter, due to high margin sales to Ghana in the prior year and high intangible asset amortization related to the BGS acquisition. Excluding amortization of all intangibles, segment operating margin was 3%.
Cash flow and liquidity
At June 30, 2009, the Company had cash and equivalents of $221 million, up from $121 million at March 31, 2009. For 4Q 2009 and fiscal 2009, the Company generated operating cash flow of $88.8 million and $106.8 million, compared to $29 million and $119 million in 4Q 2008 and fiscal 2008, respectively.
Share Repurchase Program and Repurchase of Brait Shares
During fiscal 2009, the Company repurchased approximately $41 million in stock out of its $50 million authorization, including $16 million in 4Q 2009. In addition, after the close of the 2009 fiscal year, the Company repurchased all Company shares held by Brait SA and its investment affiliates for ZAR 105.98 ($13.50) per share, for an aggregate repurchase price of ZAR 977 million, or $124.5 million. The buyback of Braits 9,221,526 shares represented 16.9% of the Companys then outstanding shares.
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
Under GAAP, the Company is required to fair value all intangible assets on the date of the acquisition and amortize these intangible assets over their expected useful lives. In addition, under GAAP, the Company is required to measure the fair value of options and other stock-based awards, and recognize a stock-based compensation charge over the requisite service period. The Companys GAAP net income and earnings per share for the three months and year ended June 30, 2009 and 2008, include amortization of intangibles and stock-based compensation, as well as JSE listing costs, a bank facility fee, an impairment of goodwill, the profit on sale of the Companys traditional microlending business and a foreign exchange gain, net of tax, related to a short-term investment. Finally, the effect of the change in the fully distributed tax rate from 35.45% to 34.55% in July 2008 is included in the net income and earnings per share for the year ended June 30, 2009 and the effect of the change in the fully distributed tax rate from 36.89% to 35.45% in January 2008 is included in the Companys net income and earnings per share for the year ended June 30, 2008. The Company excludes all of the above- mentioned amounts when calculating fundamental net income and earnings per share, because management believes that these adjustments enhance its own evaluation, as well as an investors understanding, of the Companys 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 US 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 impairment of goodwill, the profit on the sale of the Companys traditional microlending business and loss (profit) on sale of property, plant and equipment, net of related tax effects. Attachment C presents the reconciliation between our net income used to calculate earnings per share basic and diluted and HEPS basic and diluted.
Conference Call
Net1 will host a conference call to review fourth quarter results on August 28, 2009, at 8:00 a.m. Eastern Time. To participate in the call, dial 1-800-860-2442 (US only), 1-866-519-5086 (Canada only), 0-800-917-7042 (UK only) or 0-800-200-648 (South Africa only) five 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 10 minutes prior to the call. A webcast of the call will be available for replay on the Net1 website through September 18, 2009.
About Net1 (www.net1.com)
Net1 provides its universal electronic payment system, or UEPS, as an alternative payment system for the unbanked and under-banked populations of developing economies. Our market leading system enables the estimated four billion people who generally have limited or no access to a bank account, to enter affordably into electronic transactions with each other, government agencies, employers, merchants and other financial service providers. Our universal electronic payment system, or UEPS, uses smart cards that operate in real-time but offline, unlike traditional payment systems offered by major banking institutions that require immediate access through a communications network to a centralized computer. This offline capability means that users of the Net1 system can enter into transactions at any time with other card holders even in the most remote areas so long as a portable offline smart card reader is available. In addition to payments and purchases, UEPS can be used for banking, healthcare management, international money transfers, voting and identification.
The Company also focuses on the development and provision of secure transaction technology, solutions and services. The Companys core competencies around secure online transaction processing, cryptography and integrated circuit card (chip/smart card) technologies are principally applied to electronic commerce transactions in the telecommunications, banking, retail, energy and utilities market sectors. Additionally, through our majority-owned subsidiary, BGS Smartcard System AG (BGS) based in Austria, the Company implements, develops and integrates smart card-based offline and online financial transaction systems in cooperation with banks, enterprises and government authorities in Russia and the other members of the Commonwealth of Independent States.
Net1 has a primary listing on the Nasdaq and a secondary listing on the JSE Limited.
Forward-Looking Statements
This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A discussion of various factors that cause the Companys actual results, levels of activity, performance or achievements to differ materially from those expressed in such forward-looking statements are included in the Companys filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events.
Investor Relations Contact:
Dhruv Chopra
Vice
President of Investor Relations
Phone: +1-212-626-6675
Email: dchopra@net1.com
NET 1 UEPS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF
OPERATIONS
for the years ended June 30, 2009 and 2008
Three months ended | Year ended | |||||||||||
June 30, | June 30, | |||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||
(In thousands, except per share data) | (In thousands, except per share data) | |||||||||||
REVENUE | $ | 61,621 | $ | 62,231 | $ | 246,822 | $ | 254,056 | ||||
EXPENSE | ||||||||||||
Cost of goods sold, IT processing, servicing and | ||||||||||||
support | 18,455 | 15,653 | 70,091 | 67,486 | ||||||||
Selling, general and administration | 16,752 | 16,447 | 64,833 | 65,362 | ||||||||
Depreciation and amortization | 5,132 | 2,527 | 17,082 | 10,822 | ||||||||
PROFIT ON SALE OF MICROLENDING | ||||||||||||
BUSINESS | 1,197 | - | 455 | - | ||||||||
IMPAIRMENT OF GOODWILL | - | - | 1,836 | - | ||||||||
OPERATING INCOME | 22,479 | 27,604 | 93,435 | 110,386 | ||||||||
FOREIGN EXCHANGE GAIN RELATED TO | ||||||||||||
SHORT-TERM INVESTMENT | - | - | 26,657 | - | ||||||||
INTEREST INCOME, net | 3,238 | 4,870 | 10,828 | 15,722 | ||||||||
INCOME BEFORE INCOME TAXES | 25,717 | 32,474 | 130,920 | 126,108 | ||||||||
INCOME TAX EXPENSE | 7,300 | 11,376 | 42,744 | 39,192 | ||||||||
NET INCOME FROM CONTINUING OPERATIONS | ||||||||||||
BEFORE MINORITY INTEREST AND LOSS FROM | ||||||||||||
EQUITY-ACCOUNTED INVESTMENTS | 18,417 | 21,098 | 88,176 | 86,916 | ||||||||
MINORITY INTEREST | 124 | (619 | ) | 701 | (815 | ) | ||||||
LOSS FROM EQUITY-ACCOUNTED | ||||||||||||
INVESTMENTS | (77 | ) | (235 | ) | (874 | ) | (1,036 | ) | ||||
NET INCOME | $ | 18,216 | $ | 21,482 | $ | 86,601 | $ | 86,695 | ||||
Net income per share | ||||||||||||
Basic earnings, in cents common stock and linked | ||||||||||||
units | 33.2 | 37.5 | 1.55 | 1.52 | ||||||||
Diluted earnings, in cents common stock and | ||||||||||||
linked units | 33.1 | 37.3 | 1.54 | 1.50 |
NET 1 UEPS TECHNOLOGIES, INC.
CONSOLIDATED BALANCE
SHEETS
as of June 30, 2009 and 2008
2009 | 2008 | |||||
(In thousands, except share data) | ||||||
ASSETS | ||||||
CURRENT ASSETS | ||||||
Cash and cash equivalents | $ | 220,786 | $ | 272,475 | ||
Pre-funded social welfare grants receivable | 4,930 | 35,434 | ||||
Accounts receivable, net | 42,475 | 21,797 | ||||
Finance loans receivable, net | 2,563 | 4,301 | ||||
Deferred expenditure on smart cards | 8 | 78 | ||||
Inventory | 7,250 | 6,052 | ||||
Deferred income taxes | 12,282 | 5,597 | ||||
Total current assets | 290,294 | 345,734 | ||||
OTHER LONG-TERM ASSETS, including available for sale securities | 7,147 | 207 | ||||
PROPERTY, PLANT AND EQUIPMENT, net | 7,376 | 6,291 | ||||
EQUITY-ACCOUNTED INVESTMENTS | 2,583 | 2,685 | ||||
GOODWILL | 116,197 | 76,938 | ||||
INTANGIBLE ASSETS, net | 75,890 | 22,216 | ||||
TOTAL ASSETS | 499,487 | 454,071 | ||||
LIABILITIES | ||||||
CURRENT LIABILITIES | ||||||
Bank overdraft | - | - | ||||
Accounts payable | 5,481 | 4,909 | ||||
Other payables | 61,454 | 57,432 | ||||
Income taxes payable | 10,874 | 14,162 | ||||
Total current liabilities | 77,809 | 76,503 | ||||
DEFERRED INCOME TAXES | 41,737 | 33,474 | ||||
INTEREST BEARING LIABILITIES outside shareholders loans | 4,185 | 3,766 | ||||
COMMITMENTS AND CONTINGENCIES | - | - | ||||
TOTAL LIABILITIES | 123,731 | 113,743 | ||||
MINORITY INTERESTS | 2,539 | - | ||||
SHAREHOLDERS EQUITY | ||||||
COMMON STOCK | ||||||
Authorized shares: 200,000,000 with $0.001 par value; | ||||||
Issued and outstanding shares: 2009: 58,434,003; 2008: 53,423,552 | 59 | 52 | ||||
SPECIAL CONVERTIBLE PREFERRED STOCK | ||||||
Authorized shares: 50,000,000 with $0.001 par value; | ||||||
Issued and outstanding shares: 2009: -; 2008: 4,882,429 | - | 5 | ||||
B CLASS PREFERENCE SHARES | ||||||
Authorized shares: 330,000,000 with $0.001 par value; | ||||||
Issued and outstanding shares (net of shares held by the Company): 2009: -; | ||||||
2008: 35,975,818 | - | 6 | ||||
ADDITIONAL PAID-IN CAPITAL | 126,914 | 119,283 | ||||
TREASURY SHARES, AT COST: 2009: 3,927,516; 2008: 306,269 | (48,637 | ) | (7,950 | ) | ||
ACCUMULATED OTHER COMPREHENSIVE LOSS | (58,472 | ) | (37,820 | ) | ||
RETAINED EARNINGS | 353,353 | 266,752 | ||||
TOTAL SHAREHOLDERS EQUITY | 373,217 | 340,328 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | $ | 499,487 | $ | 454,071 |
NET 1 UEPS TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended June 30, 2009 and 2008
2009 | 2008 | |||||
(In thousands) | ||||||
Cash flows from operating activities | ||||||
Net income | $ | 86,601 | $ | 86,695 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 17,082 | 10,822 | ||||
Loss (earnings) from equity-accounted investments | 874 | 1,036 | ||||
Fair value adjustment | (4,402 | ) | (269 | ) | ||
Interest payable | 425 | 434 | ||||
Facility fee amortized | 1,100 | - | ||||
Loss (Profit) on disposal of property, plant and equipment | 85 | (110 | ) | |||
Loss on disposal of equity-accounted investment | - | - | ||||
Profit on disposal of business | (455 | ) | - | |||
Minority interest | 701 | (815 | ) | |||
Stock compensation charge, net of forfeitures | 5,026 | 3,971 | ||||
Impairment of goodwill | 1,836 | - | ||||
Decrease (Increase) in accounts receivable, pre-funded social welfare | ||||||
grants receivable and finance loans receivable | 14,639 | (9,983 | ) | |||
Decrease in deferred expenditure on smart cards | 50 | 416 | ||||
Increase in inventory | (81 | ) | (1,138 | ) | ||
(Decrease) Increase in accounts payable and other payables | (8,788 | ) | 24,353 | |||
(Decrease) Increase in taxes payable | (3,339 | ) | 1,369 | |||
(Decrease) Increase in deferred taxes | (4,586 | ) | 1,979 | |||
Net cash provided by operating activities | 106,768 | 118,760 | ||||
Cash flows from investing activities | ||||||
Capital expenditures | (4,770 | ) | (3,563 | ) | ||
Proceeds from disposal of property, plant and equipment | 159 | 160 | ||||
Acquisition of available for sale securities | (3,422 | ) | - | |||
Proceeds from disposal of equity-accounted investment | - | - | ||||
Long-term receivables and loan to equity-accounted investment repaid | - | - | ||||
Acquisition of BGS, net of cash acquired | (97,992 | ) | - | |||
Acquisition of RMT, net of cash acquired | (1,381 | ) | - | |||
Acquisition of Prism Holdings Limited and remaining 25.1% of EasyPay, net of | ||||||
cash acquired | - | - | ||||
Acquisition of and advance of loans to equity-accounted investments | (450 | ) | (500 | ) | ||
Net cash used in investing activities | (107,856 | ) | (3,903 | ) | ||
Cash flows from financing activities | ||||||
Proceeds from issue of common stock | 271 | 2,845 | ||||
Acquisition of treasury stock (Note 18) | (39,412 | ) | - | |||
Proceeds from short-term loan facility | 110,000 | |||||
Repayment of short-term loan facility | (110,000 | ) | ||||
Payment of facility fee | (1,100 | ) | ||||
Proceeds from bank overdraft | 2,843 | 1,462 | ||||
Repayment of bank overdraft | (2,850 | ) | (1,443 | ) | ||
Proceeds from interest bearing liabilities | - | - | ||||
Net cash (used in) provided by financing activities | (40,248 | ) | 2,864 | |||
Effect of exchange rate changes on cash | (10,353 | ) | (16,973 | ) | ||
Net (decrease) increase in cash and cash equivalents | (51,689 | ) | 100,748 | |||
Cash and cash equivalents beginning of year | 272,475 | 171,727 | ||||
Cash and cash equivalents at end of year | $ | 220,786 | $ | 272,475 |
Net 1 UEPS Technologies, Inc.
Attachment A
Operating segment revenue, operating income and operating margin for the three months ended June 30, 2009 and 2008:
Three months ended June 30, 2009 and 2008
Q4 09 | Q4 08 | Change | ||||||||||
In Constant | ||||||||||||
Key segmental data, in 000, except margins | USD | USD | In USD | Currency(1) | ||||||||
Revenue: | ||||||||||||
Transaction-based activities | 39,240 | 38,035 | 3 | % | 9 | % | ||||||
Smart card accounts | 7,619 | 8,445 | (10 | )% | (4 | )% | ||||||
Financial services | 859 | 1,934 | (56 | )% | (53 | )% | ||||||
Hardware, software and related | ||||||||||||
technology sales | 13,903 | 13,817 | 1 | % | 7 | % | ||||||
Total consolidated revenue | 61,621 | 62,231 | (1 | )% | 5 | % | ||||||
Consolidated operating income (loss): | ||||||||||||
Transaction-based activities | 22,580 | 21,912 | 3 | % | 9 | % | ||||||
Smart card accounts | 3,463 | 3,840 | (10 | )% | (5 | )% | ||||||
Financial services | 1,470 | 524 | 181 | % | 197 | % | ||||||
Hardware, software and related | ||||||||||||
technology sales | (2,731 | ) | 2,123 | (229 | )% | (236 | )% | |||||
Corporate/ Eliminations | (2,303 | ) | (795 | ) | 190 | % | 207 | % | ||||
Total operating income | 22,479 | 27,604 | (19 | )% | (14 | )% | ||||||
Operating income margin (%) | ||||||||||||
Transaction-based activities | 58 | % | 58 | % | ||||||||
Smart card accounts | 45 | % | 45 | % | ||||||||
Financial services | 171 | % | 27 | % | ||||||||
Hardware, software and related | ||||||||||||
technology sales | (20 | )% | 15 | % | ||||||||
Overall operating margin | 36 | % | 44 | % |
(1) This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during the fourth quarter of fiscal 2009 also prevailed during the fourth quarter of fiscal 2008.
Operating segment revenue, operating income and operating margin for the year ended June 30, 2009 and 2008:
Year ended June 30, 2009 and 2008
2009 | 2008 | Change | ||||||||||
In Constant | ||||||||||||
Key segmental data, in 000, except margins | USD | USD | In USD | Currency(1) | ||||||||
Revenue: | ||||||||||||
Transaction-based activities | 148,399 | 153,444 | (3)% | 19% | ||||||||
Smart card accounts | 29,576 | 35,914 | (18)% | 1% | ||||||||
Financial services | 5,430 | 8,251 | (34)% | (19)% | ||||||||
Hardware, software and related | ||||||||||||
technology sales | 63,417 | 56,447 | 12% | 38% | ||||||||
Total consolidated revenue | 246,822 | 254,056 | (3)% | 19% | ||||||||
Consolidated operating income (loss): | ||||||||||||
Transaction-based activities | 83,509 | 84,229 | (1)% | 22% | ||||||||
Smart card accounts | 13,442 | 16,325 | (18)% | 1% | ||||||||
Financial services | (34) | 1,935 | (102)% | (102)% | ||||||||
Hardware, software and related | ||||||||||||
technology sales | 5,498 | 11,708 | (53)% | (42)% | ||||||||
Corporate/ Eliminations | (8,980) | (3,811) | 136% | 189% | ||||||||
Total operating income | 93,435 | 110,386 | (15)% | 4% | ||||||||
Operating income margin (%) | ||||||||||||
Transaction-based activities | 56% | 55% | ||||||||||
Smart card accounts | 45% | 45% | ||||||||||
Financial services | (1)% | 23% | ||||||||||
Hardware, software and related | ||||||||||||
technology sales | 9% | 21% | ||||||||||
Overall operating margin | 38% | 43% |
(1) This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during fiscal 2009 also prevailed during fiscal 2008.
Net 1 UEPS Technologies, Inc.
Attachment B
Reconciliation of GAAP net income to fundamental net income:
Three months ended June 30, 2009 and 2008
Net Income | EPS, basic | Net Income | EPS, basic | |||||||||||||||||||||
(USD 000) | (USD cents) | (ZAR 000) | (ZAR cents) | |||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||
GAAP | 18,216 | 21,482 | 33 | 38 | 150,414 | 167,551 | 274 | 293 | ||||||||||||||||
Amortization of intangible | ||||||||||||||||||||||||
assets(1) | 2,857 | 830 | 23,592 | 6,476 | ||||||||||||||||||||
Customer relationships | 3,089 | 337 | 25,506 | 2,630 | ||||||||||||||||||||
Software and unpatented | ||||||||||||||||||||||||
Technology | 804 | 852 | 6,642 | 6,642 | ||||||||||||||||||||
Trademarks | 82 | 87 | 679 | 679 | ||||||||||||||||||||
Deferred tax benefit | (1,118 | ) | (446 | ) | (9,235 | ) | (3,475 | ) | ||||||||||||||||
Stock-based charge(2) | 1,158 | 1,111 | 9,562 | 8,665 | ||||||||||||||||||||
Profit on sale of microlending | ||||||||||||||||||||||||
business | (1,197 | ) | - | (9,884 | ) | - | ||||||||||||||||||
Change in tax rate (3) | (67 | ) | - | (553 | ) | - | ||||||||||||||||||
Fundamental | 20,967 | 23,423 | 38 | 41 | 173,131 | 182,692 | 316 | 319 |
(1) Amortization of acquisition related intangibles, net
of deferred tax benefit:
(2) Includes stock-based compensation
charges.
(3) Represents the effect of the change in United States tax
rate from 34% to 35% during the fourth quarter of fiscal 2009.
Twelve months ended June 30, 2009 and 2008
Net Income | EPS, basic | Net income | EPS, basic | |||||||||||||||||||||
(USD000) | (USD cents) | (ZAR000) | (ZAR cents) | |||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||
GAAP | 86,601 | 86,695 | 155 | 152 | 774,187 | 632,050 | 1,384 | 1,106 | ||||||||||||||||
Amortization of intangible | ||||||||||||||||||||||||
assets(1) | 8,871 | 3,552 | 79,314 | 25,902 | ||||||||||||||||||||
Customer relationships | 9,110 | 1,443 | 81,450 | 10,520 | ||||||||||||||||||||
Software and unpatented | ||||||||||||||||||||||||
technology | 2,972 | 3,644 | 26,569 | 26,569 | ||||||||||||||||||||
Trademarks | 304 | 372 | 2,715 | 2,715 | ||||||||||||||||||||
Deferred tax benefit | (3,515 | ) | (1,907 | ) | (31,420 | ) | (13,902 | ) | ||||||||||||||||
Stock-based charge(2) | 5,026 | 3,971 | 44,931 | 28,951 | ||||||||||||||||||||
JSE listing costs | 495 | - | 4,425 | - | ||||||||||||||||||||
Facility fee | 1,100 | - | 9,834 | - | ||||||||||||||||||||
Foreign exchange gain related | ||||||||||||||||||||||||
to a short-term investment, net | ||||||||||||||||||||||||
of tax of $6,028 | (17,447 | ) | - | (155,971 | ) | - | ||||||||||||||||||
Profit on sale of microlending | ||||||||||||||||||||||||
business | (455 | ) | - | (4,068 | ) | - | ||||||||||||||||||
Impairment of goodwill | 1,836 | - | 16,413 | - | ||||||||||||||||||||
Change in tax rate (3) | (3,523 | ) | (5,397 | ) | (31,493 | ) | (38,484 | ) | ||||||||||||||||
Fundamental | 82,504 | 88,821 | 147 | 155 | 737,572 | 648,419 | 1,318 | 1,134 |
(1) Amortization of Prism, EasyPay and BGS intangibles,
net of deferred tax benefit:
(2) Includes stock-based compensation
charges.
(3) Represents the effect of the change in the fully
distributed tax rate from 35.45% to 34.55% in fiscal 2009 and 36.89% to 35.45%
during fiscal 2008.
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 and diluted:
Three months ended June 30, 2009 and 2008
2009 | 2008 | |||||
Net income (USD000) | 18,216 | 21,482 | ||||
Adjustments: | ||||||
Profit on sale of microlending business | (1,197 | ) | - | |||
Loss (Profit) on sale of property, plant and equipment (USD000) | 76 | (1 | ) | |||
Tax effects on above (USD000) | (26 | ) | - | |||
Net income used to calculate headline earnings (USD000) | 17,069 | 21,481 | ||||
Weighted average number of shares used to calculate net income per share | ||||||
basic earnings and headline earnings per share basic earnings (000) | 54,800 | 57,237 | ||||
Weighted average number of shares used to calculate net income per share | ||||||
diluted earnings and headline earnings per share diluted earnings (000) | 54,993 | 57,612 | ||||
Headline earnings per share: | ||||||
Basic earnings common stock and linked units, in US cents | 31 | 38 | ||||
Diluted earnings common stock and linked units, in US cents | 31 | 37 |
Year ended June 30, 2009 and 2008
2009 | 2008 | |||||
Net income (USD000) | 86,601 | 86,695 | ||||
Adjustments: | ||||||
Profit on sale of microlending business | (455 | ) | - | |||
Impairment of goodwill | 1,836 | - | ||||
Loss (Profit) on sale of property, plant and equipment (USD000) | 85 | (110 | ) | |||
Tax effects on above (USD000) | (29 | ) | 39 | |||
Net income used to calculate headline earnings (USD000) | 88,038 | 86,624 | ||||
Weighted average number of shares used to calculate net income per share | ||||||
basic earnings and headline earnings per share basic earnings (000) | 55,953 | 57,156 | ||||
Weighted average number of shares used to calculate net income per share | ||||||
diluted earnings and headline earnings per share diluted earnings (000) | 56,140 | 57,635 | ||||
Headline earnings per share: | ||||||
Basic earnings common stock and linked units, in US cents | 157 | 152 | ||||
Diluted earnings common stock and linked units, in US cents | 157 | 150 |