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Executives

Dhruv Chopra - Vice-President of Investor Relations

Serge Christian Pierre Belamant - Chairman, Chief Executive Officer and Chairman of Enterprise Risk Management Committee

Herman Gideon Kotze - Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, Director and Member of Enterprise Risk Management Committee

Analysts

David J. Koning - Robert W. Baird & Co. Incorporated, Research Division

Kevin Tracey

Thomas C. McCrohan - Janney Montgomery Scott LLC, Research Division

Marc Heilweil - Spectrum Advisory Services, Inc.

Net 1 Ueps Technologies (UEPS) Q2 2013 Earnings Call February 8, 2013 8:00 AM ET

Operator

Good day, and welcome to the Net1 Second Quarter 2013 Results. [Operator Instructions] Please also note that this conference is being recorded. I would now like to hand the conference over to Dhruv Chopra. Please go ahead.

Dhruv Chopra

Thank you, Dylan. Welcome to our second quarter fiscal 2013 earnings call. With me today are Dr. Serge Belamant, our Chairman and CEO; and Herman Kotze, our CFO. Both our press release and Form 10-Q are available on our website at www.net1.com.

As a reminder, during this call, we will be making forward-looking statements, and I ask you to look at the cautionary language contained in our press release and Form 10-Q regarding the risks and uncertainties associated with forward-looking statements.

In addition, during this call, we will be using certain non-GAAP financial measures, and we have provided a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures. We will discuss our results in South African rand, which is a non-GAAP measure. We analyze our results of operations in our 10-Q and our press release in rand to assist investors in understanding the underlying trends of our business. As you know, the company's results can be significantly affected by currency fluctuations between the dollar and the rand.

We will also provide some commentary on the DOJ and SEC investigations. But since the process is ongoing, we will not be accepting any questions on the subject during the Q&A session. With that, let me turn it over to Serge.

Serge Christian Pierre Belamant

Thank you very much, Dhruv. Good morning to all of our shareholders. On today's call, I will provide an update on our SASSA implementation, the DOJ and SEC investigation, and some trends and developments in our business.

Q2 2013. We reported revenue of $111 million, a year-over-year increase of 29% in constant currency. Fundamental EPS in the quarter was $0.18, down 52% in constant currency, as a result of the implementation cost incurred to rollout the new SASSA contract. Our co-established businesses, which include CPS, KSNET and EasyPay, together in Q2 2013, accounted for approximately 80% of our revenue, while our growth businesses were collectively 6% of our revenue.

As you know, our national SASSA contract commenced on April 1, 2012, and our Phase II implementation commenced in early July of 2012. During quarter 2 2013, we have paid approximately 9.5 million beneficiaries in excess of ZAR 8.6 billion per month. We also have completed 7 months of registrations on behalf of SASSA, and our technological solutions and platforms have proved extremely reliable, effective and secure to the full extent we had anticipated.

Our Phase II experiences have demonstrated that not only does our technology identify and eliminate duplicate ground registrations, but it also leads to a number of illegal beneficiaries returning their existing cards because of their fear of being caught out during the registration process.

Based on our experience, it is clear that many recipients have childs support grants do not bring the children in their care for registration, and a number of these instances is material. Our beneficiaries utilize 4 major infrastructures at which they receive payments or/and make purchases for goods and services, namely: our 10,000 pay points, our Net1 participating merchants, the national ATM system, and of course, the national MasterCard merchant network.

All recipients who have been registered are automatically provided with one of our Grindrod Bank accounts, through which they can effect any type of banking transaction. We currently have 4,500 enrollment stations in the field. And based on our latest data, we are currently registering up to 150,000 beneficiaries inclusive of their dependents per day, or a run rate of approximately 3 million beneficiaries per month.

As of February 6, we had issued 6.1 million UEPS/EMV cards and enrolled a total of 13.2 million people, including dependents. As you know, our SASSA contract was challenged in court by AllPay, the previous contractor. The court will hear the appeal of the August 2012 High Court judgment on February 15th. We believe we have a strong case and look forward to presenting our arguments to the Supreme Court.

I would like to address the SEC and DOJ investigations that we announced in early December and our lawsuit against AllPay. I want to reiterate several points. First, the fact that the investigations are taking place does not mean that the U.S. regulators have said that we had done anything wrong. Second, through our attorneys, we are fully cooperating with the investigations. Third, we are continuing to perform under our SASSA contract, and we have no reason to believe that these investigations will impact our ability to continue to do so.

As a result of these investigations, however, we are experiencing an adverse impact from the damage caused to our reputation, including our ability to execute certain aspects of our strategic plan. We have had to devote substantial time and resources to respond to the investigations, which had come at the expense of focusing on certain strategic areas of the business.

Additionally, given the significant share price decline since the announcement of the investigations, our BEE transaction has been put at risk of not being completed because of the current share price. It is unlikely that the share option will therefore be exercised. We have also been required to expend substantial efforts to attempt to reassure our existing and new customers and partners that our business continues to operate normally. We have also had to respond to some South African regulators who have expressed concerns regarding our potential acquisitions of product offerings, such as, for example, insurance.

Our lawsuit against AllPay alleges that AllPay took a number of wrongful actions, which were intended to cause the award of the SASSA contract to us to be overturned. The essence of AllPay's wrongdoing, as alleged in the lawsuit, is that as an initial matter, AllPay provided false information to the South African media and orchestrated a series of South African media reports which falsely maintained that the SASSA tender process was tainted by corruption. The lawsuit further alleges that after AllPay failed in its attempt to have the High Court overturn the tender award, AllPay made a report to the United States Department of Justice regarding the same -- very same media reports, the ones that the High Court judge struck from the court record. We are therefore seeking compensatory damages from AllPay. Our counsel has advised us to have no further comment on these matters at this time. And so, as Dhruv mentioned earlier, we will not be taking any questions about these investigations or the lawsuit.

Moving on, our South African business, which incorporate CPS, merchant acquiring, EasyPay, FIHRST microfinancing, SmartLife and our Grindrod Bank underwriting contract, is focused on becoming the largest card-issuing organization in South Africa. Targeting over 10 million cardholders, their family members, as well as all of the citizens who live in or in proximity of the areas we visit and service on a monthly basis. It must be understood that via 800 mobile banking vehicles, we visit in excess of 10,000 pay points throughout the country. We intend to leverage this infrastructure to not only service our pensioners, as per our SASSA contractural obligations, but also to service all of the citizens who also require our low-cost banking service with all of its functionality, such as, our biometrically-based security, our money transfer system, as well as all its associated financial services.

EasyPay has already -- has largely anniversalized its customer laws and disposal of non-core transactions a year ago, and since then signed 2 new large retail customers, 1 of whom began processing transaction during quarter 2, driving year-over-year volume growth for the first time in 7 quarters. Our EasyPay systems will ensure that we continue to acquire merchants, and to conclude agreements with more municipalities and other villages. EasyPay will play a more and more important role in providing our millions of bank customers with value-added services from which we will derive new revenue streams. NUETS continued to develop market sales, implement and support our UEPS and UEGS activities on the African continent and specific regions of the Middle East. During the second quarter, NUETS remained active with this pipeline of new and existing opportunities, and is currently in advanced stages with 8 new country from among the Republic of Guinea, Gabon, Malawi, the Congo, Botswana, South Sudan, as well as Jordan, Afghanistan and Nigeria.

Systems such as those implemented in Ghana, Iraq, Malawi, Botswana and Namibia have proved very successful in terms of reaching the poorest of the poor and the general population and continue to gain traction. We acquired a 50% stake in SmartSwitch Botswana from our JV partners, and now control 100% of the business in that country. While Botswana's population is relatively small, we now have a number of opportunities to extend the breadth of the services we can offer. We are also actively targeting additional breakthroughs in multiple geographies in partnership with a well-known brand, such as MasterCard, rather than competing with them as we did in the past. There were a number of opportunities that we have either responded to or currently evaluating with MasterCard and its member banks.

Our mobile solutions division, which is now run by PBel, was focused on the integration of various smaller business units, as well as creating strategic plans for VCC, our variable PIN kiosk, FIHRST biometric solution, and our virtual top-up products, as well as our promotional gaming and social networking contracts and opportunities. We are currently refining the structure and business model we wish to scale going forward for MNOs, financial institution loyalty scheme operators and healthcare payment contractors, while implementing our existing projects. We are also commencing a pilot with a large global handset manufacturer for visit VCC for the first time, with full NFC capabilities.

Finally, for KSNET, despite a macroeconomic slowdown in Korea, we posted a 10% local currency revenue growth. In a positive development for the industry from the end of February, all of the banks will curtail upfront payments and terminals to agents, which in turn, should lower the capital intensity of the business, and of course, result in improved cash flows.

To conclude, I'm pleased that our SASSA implementation is going as well as we planned, that our robust secure online and offline technology has demonstrated its ability to scale rapidly, driving roughly 150,000 new registrations per day. We believe that once the bulk enrollment is complete, we would be able to focus our efforts on capitalizing on the benefits that the 10 million customer base was expected to deliver. We continue to see ever greater interest in our new UEPS, our UEGS and UEPS/EMV technology around the world, which together, with our new mobile division and their products, such as VCC, provides us an integrated and comprehensive payment solution for both the developing and the developed worlds.

With that, let me turn over to Herman. Herman?

Herman Gideon Kotze

Thank you, Serge. I will discuss the key results and trends of our significant operating segments for the second quarter of 2013 compared to a year ago. I will also discuss, to the extent possible, the financial implications of the implementation progress made related to our new SASSA contract.

For Q2 of 2013, our average rand-dollar exchange rate was ZAR 8.74 compared to ZAR 8.18 a year ago, and negatively impacted our U.S. dollar base results by approximately 7%. The year-over-year comparability of our results for the quarter was impacted by our new sets of contact in Q2 2013 and the changes in South African tax law during Q2 of 2012.

On a consolidated basis, for the second quarter 2013, we reported revenue of $111 million, an increase of 29% in constant currency. We reported fundamental earnings per share of $0.18 compared to $0.39 a year ago. Q2 2013 results include $18 million of direct implementation costs and $3 million related to the expensing of the UEPS/EMV smart cards issued to cardholder grant recipients. We measured the group's profitability by analyzing operating income and margin by segment.

Within our segments, SA transaction-based activities posted revenue of $61 million during Q2 2013, 40% higher in local currency, driven primarily by higher volume and revenue from our new SASSA contract. Our segment operating margin, excluding amortization of intangibles, declined to 6% from 38% last year, primarily due to SASSA implementation costs including cards and higher low-margin prepaid airtime sales.

As previously discussed, we expect profitability in this segment to remain under pressure for at least one more quarter, as we continue to invest in the infrastructure, distribution and personnel required to enroll in these business grants on a national basis before returning to a more normalized and sustainable level in fiscal 2014.

Our International transaction-based activities posted revenue of $33 million during Q2 of 2013, an increase of 23% in constant currency. Segment operating income was negatively impacted by continued competition in the Korean marketplace but was partially offset by increased revenue contributions from KSNET, NUETS initiative in Iraq, and SmartSwitch Botswana, and a favorable 8% currency movement between the Korean won and the U.S. dollar.

For Q2 2013, KSNET revenue grew 10% in Korean won, and was $31.8 million, while EBITDA margin of 24% was down compared to last year as a result of higher transaction volumes at lower pricing levels, but flat on a sequential basis. For fiscal 2013, we expect continued revenue growth in the segment, driven by KSNET, as well as increasing contributions from XeoHealth from Q3 of 2013.

Our smart card account segment posted revenue of $8 million, 21% higher in constant currency. As the number of cardholders grew to 6.2 million from 3.6 million last year, as a result of issuing 4.5 million new UEPS/EMV cards to customers cumulatively under the new SASSA contract.

For our Financial Services segment, revenue in Q2 2013 declined 20% year-over-year in constant currency to $1.4 million. This decrease in our lending book is consistent with Q1 2013, and was primarily due to new rules introduced by SASSA regarding the maximum allowable deduction amount for loans and insurance policies from grants before transfer to bank accounts. Segment operating margin improved to 72% in Q2 2013 from 53% last year. We are not currently able to accurately quantify the head office and shared intercompany administration, operational and overhead expenses related to per segment, and therefore don't allocate such costs to this segment.

For Q2 2013, Hardware and Software revenue was $8 million, 12% higher on a constant currency basis and improved due to an increase in royalty fees, offset by a lower contribution from our traditional hardware resellers. Segment operating margin declined to 11% from 13% last year due to fewer sales from our traditional Hardware and Software resellers. That said, remember that profitability in this segment will also vary depending on the timing and quantum of ad hoc sales.

Our Q2 2013 interest expense decreased by 14% in U.S. dollars, driven primarily by lower average debt outstanding during the period. As mentioned above and discussed by Serge, we incurred direct implementation expenses for our new SASSA contract of approximately $18 million, which includes costs for 5,500 temporary staff members who were employed for the whole quarter, transportation and accommodation, premises and infrastructure, higher costs for bulk enrollment, which was particularly higher than anticipated given the larger volume of beneficiaries to be enrolled, and our emphasis on registering beneficiaries in the rural and deep rural areas first.

We also expensed $2 million related the cost of the UEPS/EMV smart cards issued during the quarter, which for clarity, is not included in the $18 million previously discussed. Our SASSA contract operating margin is anticipated to be at its lowest level during Q2 and Q3 for fiscal 2013, as this is the period where our enrollment volume will be at its highest level, resulting in us employing the highest number of temporary staff members, issuing the majority of the smart cards and incurring all the related costs inherent to this massive logistical operation.

We also incurred a further $1 million in capital expenditures in Q2 2013. Since the inception of the implementation, we have incurred cumulative capital expenditures of $25 million. We now expect total implementation CapEx to be approximately $50 million, down from our $35 million estimate last quarter, and $45 million to $50 million, initially, mainly due to expensing rather than capitalizing certain costs, such as cards. When we signed our service level agreement with SASSA in February 2012, we anticipated total cash outlays of approximately $68 million to $95 million from February 2012 through March 2013, including direct implementation costs of $5 million to $10 million per quarter, as well as capital expenditures of $45 million to $50 million, in order to build our infrastructure, register 15.6 million beneficiaries and rollout our biometrically-secure UEPS/EMV technology nationally.

With one more quarter of bulk enrollment remaining, our total cash outlay to date has been $74 million for direct implementation expenses, smart card costs and capital expenditures. We, therefore, would be in line with the midpoint of our initial total cash outlay range, assuming the volume of enrollments have not changed. Having to register the incremental 6 million people and, therefore, employ our temporary staff for longer, should result in our total cash outlay being between $100 million and $105 million by March 2013. We also expect that by the end of the bulk enrollment period, roughly 10% to 15% of beneficiaries would not have come for reregistration and therefore, we would have to rely on SASSA's efforts to encourage those beneficiaries to reregister, which would require us to maintain at least some, if not all, of our enrollment infrastructure for a couple of months in Q4 2013, adding further implementation cost in that quarter, but well below the levels to be incurred in Q2 and Q3 of 2013.

Given our enrollment experience to date, however, we are unsure of what proportion of unregistered people would ultimately come for reregistration, given the high number of debited recipients or recipients that do not exist altogether. Once we are fully phased in, we still expect, at the very least, to maintain our operating income on an absolute basis that we generated from our previous SASSA contract. We currently expect to be fully phased in by the third quarter of 2013, but recognize that there should be some spillover into Q4.

As of December 31, 2012, we had $38 million of cash and equivalents on our balance sheet. The decrease in our cash balances from June 30, 2012 was primarily due to the scheduled Korean debt repayment, capital expenditures incurred to implement our SASSA contract, and acquisitions of $2.1 million offset by the $18.8 million generated from operations.

We continued to fund the group's operations and capital investments, utilizing our cash reserves and cash generated from our business activities. Our long-term debt, which related to acquisition of KSNET, was further reduced to $94 million following our scheduled debt repayment in Q2 2013. Our effective tax rate for Q2 2013 was 54% and was higher than the South Africans statutory rate, primarily as a result of nondeductible expenses including interest expense related to our long-term Korean borrowings, and stock-based compensation charges and South African dividend withholding taxes. Our tax rate may fluctuate depending on our intention regarding undistributed South African earnings and the timing of any payments, but we expect our effective rate for fiscal 2013 to generally remain between 36% and 40%. Our fully diluted weighted share count for Q2 2013 was 45.6 million shares.

To conclude on guidance, we expect our quarterly performance to remain lumpy during the SASSA contract implementation period, with Q2 and Q3 being in the worst periods from a fundamental EPS perspective. We expect Q3 fundamental EPS to be flat sequentially, and then improve in Q4, but still incurring some implementation costs in Q4. For fiscal 2013, we expect fundamental EPS to be at least $0.95 which includes the high implementation expense as well as the cost of issuing our smart cards. Our guidance also assumes a constant currency base of ZAR 7.72 to the dollar, and our fiscal 2012 share count of 35 million shares.

With that, we will gladly take your questions.

Question-and-Answer Session

Operator

[Operator Instructions] Our next -- our first question comes from Dave Koning of Baird.

David J. Koning - Robert W. Baird & Co. Incorporated, Research Division

Yes. And, I guess, my first question -- just so we're clear on the implementation cost. I mean, It sounds like next quarter will be the remaining big quarter of implementation cost, so it looks like we'll have about $50 million in total implementation cost by the end of March 31, and that's exclusive of the smart card cost. How much -- I know smart card implementation cost was $3 million this quarter, how much are those going to be next quarter? And then, after that, what's the more ongoing quarterly cost of just ongoing implementation and new beneficiaries and stuff, is there kind of a base level going forward?

Herman Gideon Kotze

The -- we expect the smart card costs, specifically, to be at its highest level in Q3, with the exceptionally high enrollment rate that we're seeing it at the moment, and with us having a pretty good idea what the final number of smart cards that we would have to issue would be. And of course, the caveat there is that there may be some people who don't get reregistered or don't exist. But if we look at what remains to be done, the smart card cost is between $10 million and $12 million in total, and we expect that to be largely completed at the end of Q3. After that, a little bit will be done, I think, in Q4. And in terms of the ongoing implementation expenses, so we expensed $18 million in this last quarter. We look at what we expect to do in Q3. And obviously, we are 1 month in effect, into Q3 already, we will still employ all of our staff members through to the end of March to assist SASSA in achieving its goal of completing bulk enrollment. And again, depending on what the exchange rates will do over the next couple of months, it's been quite volatile over the last few weeks, specifically. That may have an impact, obviously, on the final dollar number. But from Q4 going forward, enrollment will be in the SASSA offices. During Q3, I think that our implementation expenses will not exceed the $18 million level that we've seen in Q2. And in fact, we hope that we may be able to shave 10% to 20% off that number in Q3. If we look at what -- sorry, David. So just as I've been going forward -- going forward after Q4 -- so in Q4, there'll be some expenses, depending on how much we need to do to mop up the beneficiaries that we haven't enrolled up to the end of March. So that will be the big determining factor. But then, if we look forward into fiscal 2014, at that point, we would have normalized completely, our temporary staff members would no longer be engaged in bulk enrollment. And the only real additional expense that we would see, from what the norm used to be in our operation, would be the replacement of cards or the ongoing enrollment of beneficiaries, in other words, the new beneficiaries that join the system. But we don't expect that to be a material charge for the remainder of the contract period.

David J. Koning - Robert W. Baird & Co. Incorporated, Research Division

Okay. Good. And then once everything is normalized, like you said in fiscal '14, when you talk about profitability getting back to normal, does that mean, basically, if we go back to the fiscal '12 and part of the fiscal '11 period, every quarter you were generating about $15 million to $20 million of EBIT in the core transaction segment -- I mean, is that $15 million to $20 million a quarter of EBIT, is that kind of what you're expecting kind of going forward again?

Herman Gideon Kotze

Yes. So obviously, the segments also include some of the other processing activity. But if we talk about the pension and welfare business as a standalone, we do expect to normalize on an EBIT basis where we were before. The margin, obviously, is completely different when we compare it to the revenue lines simply because the volume and the pricing has changed so substantially. So even though the margins would be much lower than what we saw under the previous contract, on an absolute quantitative basis, in South African rand, we should be right back to what we had under the previous contract.

David J. Koning - Robert W. Baird & Co. Incorporated, Research Division

Great. And then just one final question. In the International business, the KSNET business, mainly, you've had decent top line growth, but EBIT has been in a kind of 3.5-ish range every quarter, so we're not seeing any profitability growth despite the revenue growth. Is that something you expect profits to go up over time? And maybe, why isn't profit growing with revenue growth?

Herman Gideon Kotze

Well, there's a couple of factors that payroll -- first, the major factor is that we've seen some pretty fierce competition in the Korean market between the large Ven [ph] company, and the natural sort of result of that has obviously been that we've had to engage in some pretty aggressive pricing policies to make sure that we retain our existing clients and that we can grow the customer base in terms of winning over new clients. So that's why we see the revenue growth, but unfortunately, at the sort of competitive pricing levels that we have to engage in at the moment, the profitability growth of that business is, for the foreseeable future, in my view, going to lag behind the top line growth. And I think that will probably only change once there've been a few reforms that we expect in the Korean marketplace. One of the biggest changes that we anticipate that will take a while to filter through is really the discontinuation of the so-called upfront incentive payment that are traditionally paid to the large retailers in order for them to accept the business. That practice is being discontinued, and it will take a while for us to see the full effect of that, but that will have a positive impact on our operating margins in that business. And we've also moved away, really, from the large retail base. Again, the competition in that area, as you can imagine, is pretty intense, so the smaller and medium merchant that aren't as price-sensitive as the larger guys. And once, I think, when we see a change in the mix of our customer makeup, so in other words, moving away or being late the payment on the larger retailers and having more small to medium retailers that will also increase the operating margin of the business.

Operator

Our next question comes from Kevin Tracey of Oberon Asset.

Kevin Tracey

First, I had a couple of questions related to EasyPay. I think it's kind of difficult to kind of understand how the EasyPay business is performing based on your disclosures. All we tend to see is transactions grew slightly. But I was hoping you could comment on how the profitability of EasyPay has grown or not grown over time? And then secondly, if you could kind of explain to us again maybe what the benefits to EasyPay might be for issuing 9 million new cards?

Serge Christian Pierre Belamant

It's Serge, I'll answer the second part of question and Herman can talk about the profitability of it. EasyPay for us is -- gives us the ability to lock in some of the larger retailer footprints throughout the country. And because we've become, for a lack of a better word, their service provider and technology provider in terms of the functionality that they can provide on their terminal network, we are able to then start offering different products on these terminals, which products are targeted or will be targeted to close to 10 million clients that we are currently adding to our banking portfolio. So for us, as you can well imagine, the 10 million clients we have are all very much part of the lower income bracket group in South Africa, and therefore, relatively poor people. What's important, though, is that the products that poor people require are currently not really offered at any real outlet, brick-and-mortar outlet, throughout South Africa simply because on a one-off basis, simply not profitable. So for us, our retail footprint gives us an immediate and automatic footprint through which we would be able to distribute these products. And by cutting in, of course, the merchant still being able to generate some very, very good profit margins while making these products available to the poorest of the poor at a very, very competitive price. And that way we've always seen, as far as that is concerned, the future of EasyPay, or at least the importance of EasyPay, in our plan is to have as many retail outlets as possible through which we can service these clients. On the other side of EasyPay, which often we don't mention, is that we also have of course the bill payment engine, as well as things like, for example, as the viability of being able to sell products such as -- prepaid products like, for example, electricity, water or airtime. Now that is something, of course, that at the end of the day, if you do not want to lose anything in the interchange or that, let's say, having to buy from a third party, we would like to be able to then own the entire chain from A through Zed, and this is really the other side of EasyPay. So on the one side, it's a footprint, on the other side it's products range, which together now, of course with the products offered through the bank, gives us a complete product solution for the 10 million people that we believe that we are and we'll continue to service. Herman, if you want to maybe say a few words on the profitability of the line?

Herman Gideon Kotze

Right. I think that it's important to remember that depending on where we end up in the product mix at EasyPay, we have a significant shift in the operating margin of the business. When there is growth in the value-added product side of the business, so specifically, the sale of prepaid electricity, as well as bill payments, those are all fairly high-margin transactions for us in terms of how much we earn and what the real costs against those transactions are, as the volume base grows. But added to that is when there is significant growth in specifically the prepaid airtime sales business, that has a pretty dramatic effect on the operating margin of EasyPay simply because prepaid airtime sales is done at a very low margin, but the volume is typically quite high, especially if we managed to become a service provider for prepaid airtime to one of the larger retail chains, to give you an example, the revenue would increase substantially from the sale of those products because we effectively own the stock of airtime and we sell that through the retail chain, but we do so at a margin that is often less than 2% or even 1% in some cases. So depending on where the mix is and depending on the size of the retailers that we sign up for specific product types, the margin in EasyPay may fluctuate quite substantially.

Kevin Tracey

Okay. I see. But I guess, could you comment -- and I know you kind of shifted away from low margin activities over the past couple of years, but can you comment on kind of absolute level of EasyPay's profitability over the past year or 2, and has that continued to grow?

Herman Gideon Kotze

So about a year ago, there was a specific line of business that we had discontinued, which was really more of a hosting site. And I think what we've seen over the last 2 quarters -- and, again specifically December for EasyPay, is a strange quarter because of the relatively high level of the summer vacation and Christmas holiday season period in South Africa. But from our perspective, if we look forward and we have to map out the profitability of EasyPay, I would say that what we've seen as an average during the last 6 months is more or less what we think is sustainable without the continued addition, obviously, of any new major retailers or product lines, we would be able to sustain, at the very least, what we've seen in the last 6 months on average. That certainly, from our perspective, is the normal trading pattern at EasyPay. There's been no real abnormal activities for the last 6 months. And I think it's a pretty good benchmark to use as the run rate going forward, without the addition of any significant clients or products.

Kevin Tracey

Okay. Can you give us an idea of what, over the past 6 months, the operating profit of EasyPay was, then?

Herman Gideon Kotze

We don't disclose that separately. But I'm sure Dhruv can assist you with some of the operating metrics in that specific business segment.

Kevin Tracey

Okay. Okay. And then moving on to KSNET, kind of a follow-up to a previous question. Now you guys purchased KSNET for $230 million a few years ago, and I think based on the disclosures you made, it was for roughly 9x EBITDA. Now I would assume, even though margins have been under pressure, that EBITDA has grown since then. And I guess, I'm wondering, given that you're kind of running a $14 million adjusted operating profit today, and I know that includes some costs related to your other international business, but can you give us an idea of how we can feel comfortable that KSNET is still at least worth the $230 million that you paid for?

Herman Gideon Kotze

Sure. So if we look at the 9x EBITDA multiple that we paid for the business and we use the EBITDA at that time, that we obviously made our decision -- based on decision and evaluation on, the EBITDA remains intact and, in fact, has grown. In terms of how we look at KSNET, specifically, we find that EBITDA is the most appropriate measurement. And if we look at the EBITDA margin, specifically, there's been a slight variation in that margin number, sort of fluctuating between the 24% and 28% levels over the last couple of years, and that's a band that we're quite comfortable with. But if we extrapolate that into sort of real numbers, in quantitative numbers, what we thought we bought in KSNET, in terms of real EBITDA contribution, remains intact and has grown over the last 2 years. And looking forward, we expect that growth to continue. It is, at the moment, as we said, at a pedestrian rate. Although the top line growth is in double digits, I think that we still expect the EBITDA and the operating margin lines to at least continue with high single-digit growth looking forward. So we're pretty comfortable that the metrics that we used to determine the valuation a couple of years ago remain intact and remain valid.

Kevin Tracey

Okay. Okay. And then just lastly, very quickly, on your guidance. I guess, you said at least $0.95 a share, but then you assumed a constant currency basis of ZAR 7.72 to the dollar. Obviously, the exchange rate hasn't been that for the first half, and as it stands today. So I would imagine -- I just wanted to confirm that, that ZAR 7.72 is assumed for the whole year. And then, I guess secondly, if you just kind of add back this onetime implementation cost and adjustment tax today and assume no growth, my math gets us to -- in the neighborhood of $2 per share for, say, June fiscal 2014. I guess, can you give me an idea if my math is somehow wrong there?

Dhruv Chopra

Hey, Kevin, it's Dhruv. Yes, the -- all our guidance is in constant currency based on the prior year's exchange rate. If we give it in realtime, it would be moving at every quarter, just based on exchange rates. So yes, I mean, for the full year, we've given ZAR 7.72. As far as the math goes for fiscal '14, obviously there's no specific comment from our side, but there have been some moving parts on the backside. The implementation cost -- I don't know if you can add back the entire month, because there is a component that continues. An example of that is, of the 5,500 temporary staff, we have now -- probably going to keep at least a quarter, which is at least 1,200 to 1,500 people, so that cost will continue. And so you can't just add back the entire amount.

Kevin Tracey

Right. I understand. But I guess, as ballpark, you would think it would be -- I did haircut, that for tax, but there's nothing -- is my math on that number quite wrong, do you guys think?

Dhruv Chopra

No, nothing wrong with the logic, otherwise.

Operator

Our next question comes from Tom McCrohan of Janney.

Thomas C. McCrohan - Janney Montgomery Scott LLC, Research Division

On the BBE options set to expire in April at a strike price well above the current market price, it seems like you folks are considering extending those options, and I'm wondering whose decision is that? When will we know and by -- between now and the April expiration date, what action you will take, and is it a possibility that not only would extend the options the lower the strike price?

Serge Christian Pierre Belamant

From a strategic point of view, there are obviously a couple of factors that, as we know, have affected the price negatively, which unfortunately have -- really those factors have come at the wrong time. Now, it is one of the main factors that we are going to the appeals court on the 15th of this month, which is next week, Friday. And we are, by hook or by crook, we would get, we believe, a final answer from the courts, vis-à-vis, this particular contract. We obviously hope and believe that we are lucky to come out the winners. Now this, in my view, should by definition, give the price a new rating. And obviously, depending on the outcome of that new rating, we will then be in a position, if of course the judges give us a TIC before the end of April, which we hope would be the case, that new rating would then be one of the main factors as to how we would treat the current option. In other words, would we simply extend it? Would it simply fall away? Either way, one thing is for certain, according to South African rules and regulation, we, as a company, will have to be BEE compliant and BEE empowered. There is no doubt about that and this is something which is becoming almost a daily newspaper event. So there is no doubt that one way or the other, we will have to either extend or enter into a completely new BEE transaction at the end of April. As I say, depending on where our share price is going to be at that point in time. Only thing I could tell you is that in South Africa, you have a BEE certificate, which rates between basically a 1 and an 8, 1 being the best and 8 being the least. We, at the moment, are not sitting as an international company, rather than local company. We're sitting more in the 6s and the 7s depending on a company in South Africa, rather than where we should be to ensure that it does not negatively impact our business. Namely, we should be sitting on the 3 or 4 at least. Better to be 2 or a 1, but certainly a 3 and a 4 would certainly level the playing field. We will have to conclude some form of a BEE deal simply because otherwise we are going to continue to beat basically or to find a wall in front of us, not only from the point of view of the government business, but also any other type of business. Because in South Africa, any other firm, be it in the government or not, also gets scoring, or they think, based on who they employ to do work on their behalf. So if we have got a very low BEE rating, the company that have employed us, like for example, the number of banks that use our technology, they are penalized because of our BEE rating. So we do not have a choice. And in fact, in order to marry and understand and go with South African regulations, which we endorse completely, we will have to conclude a deal, either this one or a new one, very, very early in the next -- well, in the next 3 to 6 months.

Thomas C. McCrohan - Janney Montgomery Scott LLC, Research Division

So in regards to the gentleman's question before mine, about trying to get -- do kind of a run rate earnings once this implementation is over. The math, any math, should include your share count going up by 9 million shares, is that correct?

Serge Christian Pierre Belamant

I think it's, unfortunately, too early. There are some new rules that have been publicized at the moment and talked about in terms of what would be the correct shareholding that a BEE partner should have of an international company. And those rules haven't been fixed in concrete at this point in time. So would it be 20%, would it be 13%, would it be 10%, we're not 100% sure what it will be. What we'll have to make sure is that whether we do is good in terms of percentage. What we want to make, 100% sure, is that it's going to be something, or else we cannot be -- we cannot afford to become half-pregnant with this. Either we're going to do a BEE deal that is going to give us the rating that we require, which is at least, like I said, a 3 or a 4; otherwise, candidly, we would actually be wasting the money spent on the BEE rating. So worst-case scenario, you're probably right, it would be 20%. Best-case scenario, it's likely to be 10%. So I would figure the answer is probably in between.

Thomas C. McCrohan - Janney Montgomery Scott LLC, Research Division

Okay. I know in your prepared remarks, you were hesitant to talk about the DOJ. I'm just looking for, not specifics, just a timetable. Is there any way you can give us any sense of when that investigation would be resolved?

Serge Christian Pierre Belamant

The only thing that we can say on this is that we have been cooperating to the best of our ability. And candidly, I think, in our view, we've done a very good job to supply the DOJ with anything they've been wanting, and we've been doing it as quickly as possible, as quickly as we can. However, it is not in our hands at all in terms of the speed of resolution. And I'll be honest with you, we -- this is very much a first for us, so we really have absolutely no expertise on our side to even have a guess of what this process entails. So we are very much in the hands of our attorneys, and our attorneys, of course, are telling us, "Well, it depends." So we are waiting for the next set of results from -- or the next raised questions or discoveries or whatever it is that they are called. And hopefully, we obviously try to press, to try to have it resolved as quickly as possible, but it's about as much as I can throw in terms of giving you any sort of -- for what it's worth, that's the only thing I can possibly tell you, because I really don't have a clue.

Operator

Our next question comes from Marc Heilweil of Spectrum Advisory Services.

Marc Heilweil - Spectrum Advisory Services, Inc.

Can you elaborate a little bit more on the comment of the manner in which these investigations have hindered your strategic plans? And when you referred to the damage to the your reputation, are you referring to entry into other markets?

Serge Christian Pierre Belamant

Yes, sure. One must understand that South Africa is obviously not the United States, and certainly, we are not used, in this country, to this type of investigation. So they do tend to come as a very big shock to all concerned. And there is absolutely no doubt that a lot of regulators, for example, the people that regulate insurance companies, for example, are at the moment, we were looking at making certain acquisitions, which again need regulatory approval. And obviously, these regulators are certainly looking at these transactions very much differently now. Because like the previous caller, they would also like to know what is the timing of the resolution of these events and what will be the resolution of these events. So this, for lack of a better word, is certainly slowing down a huge amount of our initiative simply because the people, or potential customers, are not sure about timing. They're not sure of the outcome and they're not sure of how the outcome may or may not affect the company. So on the one hand, that's why I said the reputation. Unfortunately, when these things come out, people immediately assume the worst, although they don't understand that this is an investigation, not a conclusion. But from their point of view, they say, "Well, what if?" So it's only natural that people are going to be cautious, people are going to delay decisions, people not even decide because they can delay a decision -- to go with a competitor, because they want to make a decision right now. So on the one end, we've got this sort of thing -- although I hate, for lack of a better word, that makes it very difficult for us to operate in, what I would call, in a sterile environment. On the other side, of course, you can well imagine that we are taking this extremely seriously. And by taking it extremely seriously, we have got a number of attorneys engaged, we have got -- our board meetings are coming more frequently, which means it's taking a huge amount of management time. And we've always run Net1 with a very flex structure, which means we found that all of our top management, in some form or other, are involved at certain times in the investigation. Once again, stopping them from actually doing their day-to-day job, or at least slowing them down from their day-to-day job. So that's what we're talking about, and say this from a strategic point of view. Things that we could've done now might be delayed by a couple of months. And that's the problem, and customers are unsure. And of course, you don't know what you don't know, so you don't know how many customers might miss the boat completely and decide not to work with us. Because they haven't engaged with us and they don't really know what's going on, but they would rather say, "Let's rather err on the side of prudence and rather do nothing, rather than be engaged with the company." So all of the this is unfortunate, but it is something that we worked -- that we will work through quickly and that we are currently trying to work through, but of course at the cost of time and cost of money.

Dhruv Chopra

We have time for one last question.

Operator

Gentlemen, we actually have no further questions. Therefore, on behalf of Net1, that concludes this conference. Thank you for joining us, you may now disconnect the lines.

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