Fair Value Of Financial Instruments

9 Months Ended

Mar. 31, 2020

Fair Value Of Financial Instruments [Abstract]

6. Fair value of financial instruments

Initial recognition and measurement

Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs.

Risk management

The Company manages its exposure to currency exchange, translation, interest rate, customer concentration, credit and equity price and liquidity risks as discussed below.

Currency exchange risk

The Company is subject to currency exchange risk because it purchases inventories that it is required to settle in other currencies, primarily the euro and U.S. dollar. The Company has used forward contracts in order to limit its exposure in these transactions to fluctuations in exchange rates between the South African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand.

Translation risk

Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns a significant amount of its revenues and incurs a significant amount of its expenses in ZAR and Korean won (“KRW”). The U.S. dollar to both the ZAR and KRW exchange rates has fluctuated significantly over the past three years. The Company’s translation risk exposure to KRW reduced significantly following the disposal of Net1 Korea in March 2020, refer to Note 2. The Company does not expect any significant translation risk related to KRW from March 2020. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition.

Interest rate risk

As a result of its normal borrowing and lending activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. The Company generally maintains investments in cash equivalents and held to maturity investments and has occasionally invested in marketable securities.

Credit risk

Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies with regard to its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African, South Korean and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings.

Microlending credit risk

The Company is exposed to credit risk in its microlending activities, which provide unsecured short-term loans to qualifying customers. The Company manages this risk by performing an affordability test for each prospective customer and assigning a “creditworthiness score”, which takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

Equity price and liquidity risk

Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds and the risk that it may not be able to liquidate these securities. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value.

Liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which these securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange traded price, or at all.

Financial instruments

6. Fair value of financial instruments (continued)

The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value.

In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments.

Asset measured at fair value using significant unobservable inputs – investment in Cell C

The Company’s Level 3 asset represents an investment of 75,000,000 class “A” shares in Cell C, a significant mobile telecoms provider in South Africa. The Company used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C as of March 31, 2020, and June 30, 2019, and valued Cell C at $0.0 (zero) at March 31, 2020, and June 30, 2019. As of June 30, 2019, the Company changed its valuation methodology from a Company-developed adjusted EV/ EBITDA model to a discounted cash flow approach due to anticipated changes in Cell C’s business model and the current challenges faced by Cell C, which would not have been captured by the previous valuation approach. The Company believes the Cell C business plan utilized in the Company’s valuation is reasonable based on the current performance and the expected changes in Cell C’s business model.

The Company utilized the latest business plan provided by Cell C management for the period ending December 31, 2024, and the following key valuation inputs were used as of March 31, 2020 and June 30, 2019:

	Weighted Average Cost of Capital:	Between 15% and 22% over the period of the forecast
	Long term growth rate:	3,5 % (4,5% as of June 30, 2019)
	Marketability discount:	10%
	Minority discount:	15%
	Net adjusted external debt - March 31, 2020:⁽¹⁾	ZAR 17,6 billion ($1 billion), includes R5,8 billion of lease liabilities
	Net adjusted external debt - June 30, 2019:⁽²⁾	ZAR 13,9 billion ($1,0 billion), includes R6,4 billion of lease liabilities
	Deferred tax (incl, assessed tax losses) - March 31, 2020:⁽¹⁾	ZAR 2,9 billion ($162,1 million)
	Deferred tax (incl, assessed tax losses) - June 30, 2019:⁽²⁾	ZAR 2,9 billion ($205,9 million)
	(1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2020.
	(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2019.

6. Fair value of financial instruments (continued)

The Company utilized the aforementioned adjusted EV/EBITDA multiple valuation model in order to determine the fair value of the Cell C shares as of March 31, 2019. The primary inputs to the valuation model as of March 31, 2019, were Cell C’s adjusted EBITDA for the year ended December 31, 2018, of ZAR 3.5 billion ($191.3 million, translated at exchange rates applicable as of March 31, 2019), an EBITDA multiple of 6.40; Cell C’s net adjusted external debt of ZAR 9.4 billion ($525.1 million, translated at exchange rates applicable as of March 31, 2019); and a marketability discount of 10% as Cell C is not listed. The EBITDA multiple was determined based on an analysis of Cell C’s peer group, which comprises eight African and emerging market mobile telecommunications operators. The fair value of Cell C utilizing the adjusted EV/EBITDA valuation model developed by the Company is sensitive to the following inputs: (i) the Company’s determination of adjusted EBITDA; (ii) the EBITDA multiple used; and (iii) the marketability discount used. Utilization of different inputs, or changes to these inputs, may result in significantly higher or lower fair value measurement.

The following table presents the impact on the carrying value of the Company’s Cell C investment of a 6.0% increase and 4.0% decrease in the WACC rate and the EBITDA margins used in the Cell C valuation on March 31, 2020, all amounts translated at exchange rates applicable as of March 31, 2020:

Sensitivity for fair value of Cell C investment		6.0% increase(A)		4.0% decrease(A)
WACC rate	$	-	$	2 468
EBITDA margin	$	1 218	$	-
(A) the carrying value of the Cell C investment is not impacted by a 1.0% increase or a 1.0% decrease and therefore the impact of a 6.0% increase and a 4.0% decrease is presented.

Financial instruments

The fair value of the Cell C shares as of March 31, 2020, represented approximately 0% of the Company’s total assets, including these shares. The Company expects to hold these shares for an extended period of time and that there will be short-term equity price volatility with respect to these shares particularly given the current situation of Cell C’s business.

Liability measured at fair value using significant unobservable inputs – DNI contingent consideration

The salient terms of the Company’s investment in DNI are described in Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2019. Under the terms of its subscription agreements with DNI, the Company agreed to pay to DNI an additional amount of up to ZAR 400.0 million ($27.6 million, translated at exchange rates applicable as of March 31, 2019), in cash, subject to the achievement of certain performance targets by DNI. The Company expected to pay the additional amount during the first quarter of the year ended June 30, 2020, and recorded an amount of ZAR 373.6 million ($27.2 million), in long-term liabilities as of June 30, 2018, respectively, which amount represents the present value of the ZAR 400.0 million to be paid (translated at exchange rates applicable as of June 30, 2018). The amount was settled on March 31, 2019, as described in Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2019.

Derivative transactions - Foreign exchange contracts

As part of the Company’s risk management strategy, the Company enters into derivative transactions to mitigate exposures to foreign currencies using foreign exchange contracts. These foreign exchange contracts are over-the-counter derivative transactions. All of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” (or equivalent) or better. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value (Level 2). The Company has no derivatives that are measured under Level 1 or 3 of the fair value hierarchy. The Company had no outstanding foreign exchange contracts as of March 31, 2020, or June 30, 2019.

6. Fair value of financial instruments (continued)

Financial instruments (continued)

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2020, according to the fair value hierarchy:

			Quoted Price in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
					Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
Assets
Investment in Cell C		$	-	$	-	$	-	$	-
Related to insurance business:
	Cash, cash equivalents and restricted cash (included in other long-term assets)		466		-		-		466
	Fixed maturity investments (included in cash and cash equivalents)		3 334		-		-		3 334
	Total assets at fair value	$	3 800	$	-	$	-	$	3 800

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2019, according to the fair value hierarchy:


				Quoted Price in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
						Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
Assets
Investment in Cell C			$	-	$	-	$	-	$	-
Related to insurance business
	Cash and cash equivalents (included in other long-term assets)			619		-		-		619
	Fixed maturity investments (included in cash and cash equivalents)			5 201		-		-		5 201
		Total assets at fair value	$	5 820	$	-	$	-	$	5 820

6. Fair value of financial instruments (continued)

Financial instruments (continued)

There have been no transfers in or out of Level 3 during the three and nine months ended March 31, 2020 and 2019, respectively.

There was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the three and nine months ended March 31, 2020. Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the

				Carrying value
Assets
Balance as of June 30, 2019				-
	Foreign currency adjustment⁽¹⁾			-
		Balance as of March 31, 2020	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand and the
U.S. dollar on the carrying value.

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2019:

			Carrying value
Assets
Balance as at June 30, 2018			172 948
	Loss on fair value re-measurements		(42 099)
	Foreign currency adjustment⁽¹⁾		(8 908)
		Balance as of March 31, 2019	121 941

Liabilities
Balance as at June 30, 2018			27 222
	Accretion of interest		1 848
	Settlement of contingent consideration		(27 626)
	Foreign currency adjustment⁽¹⁾		(1 444)
		Balance as of March 31, 2019	-

(1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand and the
U.S. dollar on the carrying value.

Assets measured at fair value on a nonrecurring basis

The Company measures equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections.