Lesaka Technologies, Inc.: Form 8-K - Filed by newsfilecorp.com

false 2022-07-01 0001041514 Lesaka Technologies, Inc. 0001041514 2022-07-01 2022-07-01

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): July 1, 2022

LESAKA 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: +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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   LSAK   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01. Other Events.

On July 1, 2022, Lesaka Technologies, Inc., a Florida corporation (the "Company"), issued a press release announcing that the Company released the Connect Group's audited historical financial statements for the two years ended February 28, 2022 and that the Company had filed unaudited pro forma combined financial statements with the United States Securities and Exchange Commission. The Company also announced that it would host a webcast and conference call on July 7, 2022 to discuss the Connect Group's results. A copy of the press release is attached as Exhibit 99.1 and a copy of the conference call presentation is attached as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits Description
99.1 Press Release, dated July 1, 2022, issued by Lesaka Technologies, Inc.
99.2 Lesaka Presentation dated July 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

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

  LESAKA TECHNOLOGIES, INC.
     
Date: July 7, 2022 By: /s/ Alex M.R. Smith
  Name: Alex M.R. Smith
  Title: Chief Accounting Officer


Lesaka Technologies, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Lesaka Released Connect Group Historical Results and Unaudited Pro Forma Financial Statements

Company to Host Webcast to Discuss Results on July 7, 2022

JOHANNESBURG, July 1, 2022 - Lesaka Technologies, Inc. ("Lesaka" or the "Company") (NasdaqGS: LSAK; JSE: LSK) today announced that the Company released Connect Group's audited historical financial statements for the two years ended February 28, 2022 ("Connect Financial Statements") and unaudited pro forma combined financial statements which can be found on the SEC.gov website at https://www.sec.gov/Archives/edgar/data/1041514/000156276222000288/0001562762-22-000288-index.htm.

In addition, the Company announced it will host a webcast on July 7, 2022, at 10:00 a.m. Eastern Time to discuss the results.

Selected Highlights from Connect Financial Statements for the Year Ended February 2022:

"Following the completion of the acquisition, we are delighted to report that Connect Group has comfortably exceeded the warranted fiscal year 2022 EBITDA of R 375 million ($24.6 million), which was part of the agreed consideration when we announced the acquisition on November 1, 2021," said Chris Meyer, Group CEO "Our companies have been working closely together now for a few months and we are very excited about the prospects for the combined group and our vision to become the leading Fintech platform in Southern Africa - improving lives by driving financial inclusion."


Summary Financial Metrics

  Feb, 2022 Feb, 2021 Change
  R millions R millions  
       
Gross Revenue 5 152 4 325 22%
       
Gross Profit 570 416 37%
       
Operating Profit 241 171 41%
       
EBITDA (note 1) 382 304 26%
       
Profit after Tax 124 75 65%
       
Note 1 -EBITDA is a non-GAAP measure as described below under "Use of Non-GAAP Measures-EBITDA." See Attachment 1 for a reconciliation of GAAP operating profit to EBITDA

Periods used in preparing Pro Forma Financial Statements:

The pro forma accounts have been prepared using the following periods, in accordance with SEC rules:

1. the unaudited pro forma combined balance sheet, which combines the historical balance sheets of the Company as of December 31, 2021, and Connect Group as of February 28, 2022 as if the acquisition had occurred on December 31, 2021.

2. the unaudited pro forma combined statement of operations for the six months ended December 31, 2021, which combines the historical statements of operations of the Company for the six months ended December 31, 2021, and of Connect Group for the six months ended February 28, 2022, as if the acquisition had occurred on July 1, 2020.

3. the unaudited pro forma combined statement of operations for the twelve months ended June 30, 2021, which combines the historical statements of operations of the Company for the year ended June 30, 2021, and of Connect Group for the twelve months ended August 31, 2021, as if the acquisition had occurred on July 1, 2020.

The full Form 8-K/A can be found on our investor relations website at SEC Filings | Lesaka Technologies.

Webcast & Conference Call Information:

The Company management will be hosting a webcast and conference call on July 7, 2022 at 10:00 a.m. Eastern Time to discuss the Connect Group results. The presentation will include

1. an overview of the combined group post acquisition;

2. a discussion of the Connect Group strategy and key products;

3. an analysis of the Connect Group's audited 28 February 2022 financial statements, including:

a. a revenue analysis by key product,

b. an adjusted gross profit calculation and discussion,

c. an EBITDA and cash flow analysis,


d. a review of the pro forma net debt position after transaction closing,

4. a review of the acquisition rationale and combined group strategy,

5. a questions and answers session.

Participating on the webcast from Lesaka's management team will be Chris Meyer, Group CEO, Naeem Kola, CFO, Lincoln Mali, CEO, Southern Africa and Steve Heilbron, CEO, Connect Group.

Participants have the option to either:

 Watch the live results presentation by webcast using the webcast link below; or

 Listen to an audio only broadcast of the results, using the conference call information below.

The Connect Group results webcast can be accessed by using the following link:

https://www.corpcam.com/Lesaka30062022. Participants who want to submit their questions real-time will be able to do so utilizing the question functionality included in this link.

The conference call can be accessed by dialing in real time. Questions can be submitted through the conference call functionality. Below are the conference call access details:

HD Web phone Click here
Johannesburg: 011 535 3600
Johannesburg: 010 201 6800
USA and Canada: 1 508 924 4326
UK: 0 333 300 1418

The event will be webcast live on the Company's investor relations website at https://ir.lesakatech.com. A replay of the webcast will be made available on the investor relations website.

Use of Non-GAAP Measures

U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of EBITDA is a non-GAAP measure.

Earnings Before Interest Tax, Depreciation and Amortization "EBITDA"

EBITDA is GAAP operating profit adjusted for depreciation and amortization.

Management believes that the EBITDA metric enhances its own evaluation, as well as an investor's understanding, of the Company's financial performance. Attachment 1 presents the reconciliation between GAAP operating profit and EBITDA.


About Lesaka (www.lesakatech.com)

Lesaka Technologies, (Lesaka™) is a South African Fintech company that utilizes its proprietary banking and payment technologies to deliver superior financial services solutions to merchants (B2B) and consumers (B2C) in Southern Africa. Lesaka's mission is to drive true financial inclusion for both merchant and consumer markets through offering affordable financial services to previously underserved sectors of the economy. Lesaka offers cash management solutions, growth capital, card acquiring, bill payment technologies and value-added services to formal and informal retail merchants as well as banking, lending, and insurance solutions to consumers across Southern Africa. The Lesaka journey originally began as "Net1" in 1997 and later rebranded to Lesaka (2022). The Connect Group was acquired in 2022. As Lesaka, the business continues to grow its systems and capabilities to deliver meaningful fintech-enabled, innovative solutions for South Africa's merchant and consumer markets.

Lesaka has a primary listing on NASDAQ (NasdaqGS: LSAK) and a secondary listing on the Johannesburg Stock Exchange (JSE: LSK). Visit www.lesakatech.com for more information about Lesaka Technologies (Lesaka ™).

Forward-Looking Statements

This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A discussion of various factors that may 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:

ICR

Email: LesakaIR@icrinc.com

Media Relations Contact:

Janine Bester Gertzen

Email: Janine@thenielsennetwork.com


Attachment 1

Reconciliation of operating profit to EBITDA for the years ended February 28, 2022 and 2021, under US GAAP and IFRS for SMEs:

    US GAAP     IFRS for SMEs  
    2022     2021     2022     2021  
    R '000     R '000     R '000     R '000  
Operating profit   241,246     171,117     200,193     129,916  
Add:                        
Depreciation   92,412     83,870     92,412     83,870  
Amortization of intangible assets   48,392     48,546     48,392     48,546  
Amortization of goodwill   -     -     41,053     41,201  
Transaction costs   8,472     -     8,472     -  
Less:                        
Interest on funding for lending book   (9,566 )   (196 )   (9,566 )   (196 )
EBITDA   380,956     303,337     380,956     303,337  
                         
Warranted EBITDA(A)               375,000        

(A) As agreed in the Connect transaction agreements.


Lesaka Technologies, Inc.: Exhibit 99.2 - Filed by newsfilecorp.com