JOHANNESBURG, SOUTH AFRICA — (Marketwired) — 11/07/13 — Net 1 UEPS Technologies Inc. (NASDAQ: UEPS)(JSE: NT1) today released results for the first quarter of fiscal 2014 and announced that it had signed a letter of intent related to a proposed BEE transaction.

Factors impacting comparability of our Q1 2014 and Q1 2013 results

Letter of Intent for New Broad-Based Black Economic Empowerment (“BEE”) Transaction

On November 6, 2013, we signed a letter of intent to issue 4,400,000 shares (“BVI Shares”), which will be contractually restricted as to resale as described below, of our common stock at a price of ZAR 88.50 per share (calculated as 75% of the closing price of our common stock on the JSE Limited on November 5, 2013) to Business Venture Investments 1567 (Proprietary) Limited (RF) (“BVI”), a special purpose entity owned by a BEE consortium, pursuant to a new BEE transaction. Issuance of the BVI Shares is subject to the conclusion of a Relationship Agreement before December 1, 2013, which will include certain conditions, including obtaining the relevant regulatory approvals. Under certain circumstances we may call the BVI Shares then owned, in exchange for a minority interest in our wholly-owned subsidiary Cash Paymaster Service Proprietary Limited.

Similar to our January 2012 proposed BEE transaction, the lead partner in the BEE consortium is Mosomo Investment Holdings (Pty) Ltd, a well-known black empowerment investment company headed by former Net1 non-executive director Brian Mosehla, with a proven track record in transformation, and with experience in mining, financial services and mass banking concepts. Other partners in the BEE consortium will include community-focused organizations led by black women and community development enterprises.

This BEE transaction is part of our efforts to strengthen the development of our business plan, and is in compliance with South African regulation and business practice. Our actions in support of achieving a stronger BEE standing build on our prior efforts, and the proposed structure is similar to transactions pursued by other leading South African companies across multiple industries.

The letter of intent provides that BVI will pay the purchase price of ZAR 88.50 per share in ZAR. The BVI Shares will be locked-up for a period of five years from date of issue, with the exception of periodic sales in order to fund the repayment of the loan and related interest as described below.

Our wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited, will lend BVI the funds to effect the purchase of the BVI Shares and these shares will act as the collateral on the loan. The key terms of the loan are:

Comments and Outlook

“I am very pleased with our first quarter 2014 results and the tangible progress we are making on executing our business strategy now that our SASSA implementation is complete,” said Dr. Serge Belamant, Chairman and Chief Executive Officer of Net1. “Net1 Mobile Solutions has demonstrated significant traction with the roll out of its mobile-based prepaid airtime product, “Umoya Manje” and our financial services business unit has now commenced its UEPS-based lending activities nationally. We are also reviewing some of our underperforming businesses and contracts, and have begun to take steps to rationalize the same in order to focus on our key growth areas,” he concluded.

Regarding the new BEE transaction Dr. Belamant added, “We are delighted to have agreed new terms with our empowerment partners following the expiration of the previous option transaction. As before, we remain convinced that it is imperative for us to conclude a meaningful empowerment transaction to express our commitment to the principles and objectives of BEE and compliance with the established codes of good practice and transformation charters, while balancing the interests of our global shareholders in order to create a platform for a successful and sustainable South African business. We believe that we will achieve this goal with the terms we have agreed for this new BEE transaction, including the provision of financial assistance to our BEE partners to ensure the implementation of the transaction,” he concluded.

“With our one-time implementation costs now behind us, we expect to continue demonstrating a marked improvement in year-over-year profitability during fiscal 2014,” said Herman Kotze, Chief Financial Officer of Net1. “Taking into account our anticipated issuance of 4.4 million shares as part of our proposed BEE transaction, for fiscal 2014, we continue to expect fundamental earnings per share of at least $1.50, assuming a constant currency base of ZAR 8.71/$1. The share count assumption in our guidance represents our fiscal 2013 weighted-average share count of approximately 45.7 million shares plus approximately 2.5 million weighted-average number of shares related to the proposed BEE transaction,” he concluded.

SASSA tender award litigation: Constitutional Court has not ruled yet

On September 10, 2013, the South African Constitutional Court heard oral arguments on the appeal by AllPay Consolidated Investment Holdings (Pty) Ltd, or AllPay, against the ruling by the South African Supreme Court of Appeal upholding the award of the SASSA tender to us. The Constitutional Court has reserved judgment. We cannot predict when or how it will rule on the matter.

Results of Operations by Segment and Liquidity

Our frequently asked questions and operating metrics will be updated and posted on our website ().

South African transaction-based activities

Segment revenue was $63.0 million in Q1 2014, up 3% compared with Q1 2013 in USD and up 24% on a constant currency basis. In ZAR, the increases in segment revenue were primarily due to more low-margin transaction fees generated from beneficiaries using the South African National Payment System, incremental prepaid airtime sales driven by the rollout of our Umoya Manje product. Segment operating income margin was 21% and 10%, respectively, and increased primarily due to the elimination of SASSA implementation costs in Q1 2014. Excluding amortization of acquisition-related intangibles, Q1 2014 segment operating income margin was 22% compared with 13% in Q1 2013.

International transaction-based activities

KSNET continues to contribute the majority of our revenues and operating income in this operating segment. Segment revenue was $36.8 million in Q1 2014, up 16% compared with Q1 2013 in USD and 41% on a constant currency basis. The increase in segment revenue was primarily due to KSNET-s revenue growth during Q1 2014 and was offset by the expiration and non-renewal of NUETS- contract with its Iraqi customer in Q3 2013. Operating income during Q1 2014 was negatively impacted by the loss of this contract as well as ongoing losses related to our XeoHealth launch in the United States and at Net1 Virtual Card as well as ongoing competition in the Korean marketplace, but was partially offset by increased revenue contributions from KSNET. Excluding the amortization of intangibles, Q1 2014 operating income margin was 14% compared to 9% during Q1 2013.

Smart card accounts

Segment revenue was $11.3 million in Q1 2014, up 35% compared with Q1 2013 in USD and 64% on a constant currency basis and increased as a result of the increase in the number of smart card accounts. Segment operating income margin from providing smart card accounts for Q1 2014 and 2013 was 28% and 29%, respectively.

Financial services

UEPS-based lending contributes the majority of the revenue and operating income in this segment. Segment revenue was $2.4 million in Q1 2014, up 75% compared with Q1 2013 in USD and 112% higher on a constant currency basis, principally due to the substantial increase in the number of loans granted as we rolled out our product nationally. Q1 2014 segment operating income margin was 2% compared with 79% during Q1 2013 primarily due to start-up expenses incurred to roll the product out nationally and the re-allocation of UEPS-based lending corporate and administration overhead expenses. Smart Life did not contribute to operating income in the first quarter of fiscal 2014 as it is currently unable to issue new insurance policies as a result of the suspension of its license by the Financial Services Board in fiscal 2013.

Hardware, software and related technology sales

Segment revenue was $9.9 million in Q1 2014, up 11% compared with Q1 2013 in USD and 34% on a constant currency basis. The increase in revenue and operating income resulted from more ad hoc terminal and smart card sales. Excluding amortization of all intangibles, segment operating income margin was 31% compared to 23% during Q1 2013.

Corporate/eliminations

The increase in our corporate expenses resulted primarily from legal fees we incurred in connection with the DOJ and SEC investigations and other corporate head office-related expenses.

Cash flow and liquidity

At September 30, 2013, we had cash and cash equivalents of $47.7 million, down from $53.7 million at June 30, 2013. The decrease in our cash balances from June 30, 2013, was primarily due to the expansion of our UEPS-based lending business, offset by cash generated from operations. For Q1 2014, net cash used in operating activities was $1.7 million compared with net cash provided by operating activities of $25.7 million in Q1 2013.

Excluding the impact of interest received, interest paid under our Korean debt and taxes, the decrease in cash from operating activities resulted from the expansion of our UEPS-based lending book and the timing of prefunding related to the October 2013 payment cycle, offset by improved cash generated from operating activities and the elimination of implementation costs related to our SASSA contract in fiscal 2014. Capital expenditures for Q1 2014 and 2013 were $5.6 million and $6.5 million, respectively, and have decreased primarily due to lower capital expenditures as our SASSA contract implementation is now complete.

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, as well as (a) in fiscal 2014, DOJ and SEC investigations-related expenses; and (b) in fiscal 2013, acquisition-related costs. 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, 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 and the calculation of the denominator for headline diluted earnings per share.

Conference Call

We will host a conference call to review Q1 2014 results on November 8, 2013, at 8:00 Eastern Time. To participate in the call, dial 1-866-652-5200 (U.S. only), 1-855-669-9657 (Canada only), 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, . 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, 2013.

About Net1 ()

Net1 is a leading provider of alternative payment systems that leverage its Universal Electronic Payment System, or UEPS, to facilitate biometrically secure, real-time electronic transaction processing to unbanked and under-banked populations of developing economies around the world in an online or offline environment. Net1-s UEPS/EMV solution is also completely interoperable with global EMV standards that seamlessly permit access to all the UEPS functionality in a traditional EMV environment. In addition to payments, UEPS can be used for banking, healthcare management, payroll, remittances, voting and identification.

Net1 operates market-leading payment processors in South Africa, Republic of Korea, and Ghana. In addition, Net1-s proprietary Mobile Virtual Card technology offers secure mobile payments and banking services in developed and emerging countries while its MediKredit and XeoHealth subsidiaries provide its proprietary 5010 and ICD-10 compliant real-time claims adjudication system.

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 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. In addition, statements relating to our proposed BEE transaction are forward-looking statements. The letter of intent described in this announcement is non-binding and is subject to the completion of definitive documentation that will provide for the satisfaction of conditions to be contained therein before any shares are issued. There can be no assurance that we will enter into definitive agreements on the terms set forth herein, if at all. We undertake no obligation to revise any of these statements to reflect future events.

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.

Contacts:
Net 1 UEPS Technologies Inc.
Dhruv Chopra
Managing Director
+1 917-767-6722

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