XML 122 R10.htm IDEA: XBRL DOCUMENT v3.2.0.727
Acquisitions
12 Months Ended
Jun. 30, 2015
Acquisitions [Abstract]  
Acquisitions

3. ACQUISITIONS

     The cash paid, net of cash received related to the Company's various acquisitions during the years ended June 30, 2015, 2014 and 2013 are summarized in the table below:

   2015   2014   2013
Net1 Mobile Solutions Proprietary Limited ("N1MS") (formerly Pbel)  $ - $ - $ 1,913
SmartSwitch Botswana (Proprietary) Limited ("SmartSwitch Botswana")   -   -   230
Total cash paid, net of cash received  $ - $ - $ 2,143

 

2015 acquisitions

None.

2014 acquisitions

None.

2013 acquisitions

SmartSwitch Botswana (Proprietary) Limited

     On December 7, 2012, the Company acquired 50% of the outstanding and issued ordinary shares in SmartSwitch Botswana, a Botswana private company, for BWP 6.3 million (approximately $0.8 million) in cash. As a result of this transaction, SmartSwitch Botswana is now a wholly-owned subsidiary and is consolidated in the Company's financial statements. SmartSwitch Botswana had previously been recorded as an equity-accounted investment. SmartSwitch Botswana has been allocated to the Company's International transaction processing operating segment.

N1MS (formerly Pbel)

     On September 14, 2012, the Company acquired all of the outstanding and issued ordinary shares in N1MS, a South African private company, for ZAR 33 million (approximately $3.8 million). ZAR 23 million of the purchase price was paid in cash and the remaining ZAR 10 million was paid by issuing 142,236 shares of the Company's common stock, which are earned by the sellers to the extent that N1MS achieves certain pre-defined financial performance milestones over a three-year measurement period. The 142,236 shares are divided into three equal tranches of 47,412 shares and the sellers earn the shares for each tranche only if the milestones for that particular tranche are achieved. However, the sellers were entitled to earn all 142,236 shares if the cumulative pre-defined N1MS projected profit over the measurement period was achieved or if the Company decides to abandon its Mobile Virtual Card initiative. During the years ended June 30, 2015, 2014 and 2013, N1MS achieved its pre-defined financial performance milestones and the sellers earned 47,412 shares of the Company's common stock in each year.

     The Company had historically engaged the services of N1MS to perform software development services, primarily software utilized on mobile phones and by cash-accepting kiosks. All software developed was the Company's property. Prior to the acquisition, N1MS was jointly owned by the Company's chief executive officer, Dr. Serge Belamant and his son, Mr. Philip Marc Belamant. Dr. Belamant is a non-employee director of N1MS and Mr. Philip Marc Belamant is its chief executive officer. Prior to the acquisition, Mr. Philip Marc Belamant was not employed by the Company. See also Note 25.

    The Company believes that the acquisition of N1MS is important in the execution of its strategy to commercialize and develop its world-wide virtual card patents and to supply secure, leading-edge technological solutions to the global payments market with particular focus on mobile-based payment solutions. N1MS has been allocated to the Company's South African transaction processing operating segment.

     The final purchase price allocation of SmartSwitch Botswana and N1MS acquisitions, translated at the foreign exchange rates applicable on the date of acquisition, is provided in the table below:

    SmartSwitch              
    Botswana     N1MS   Total  
Cash and cash equivalents $ 584   $ 660   $ 1,244  
Accounts receivable, net   -     234     234  
Inventory   150     -     150  
Other current assets   -     -     -  
Property, plant and equipment, net   472     92     564  
Intangible assets (Note 9)   -     1,785     1,785  
Goodwill (Note 9)   657     1,710     2,367  
Other payables   (218 )   (65 )   (283 )
Income taxes payable   -     (93 )   (93 )
Deferred tax liabilities   (17 )   (494 )   (511 )
Fair value of assets and liabilities on acquisition   1,628     3,829     5,457  
Less: gain on re-measurement of previously held interest in                  
SmartSwitch Botswana   (328 )   -     (328 )
Less: carrying value of SmartSwitch Botswana, an equity                  
accounted investment, at the acquisition date   (486 )   -     (486 )
Total purchase price $ 814   $ 3,829   $ 4,643  

 

     Pro forma results of operations have not been presented because the effect of the SmartSwitch and N1MS acquisitions, individually and in the aggregate, were not material to the Company. During the year ended June 30, 2013, the Company incurred acquisition-related expenditure of $0.1 million related to these acquisitions. Since the closing of the SmartSwitch Botswana acquisition, it has contributed revenue and net income of $0.7 million and $0.02 million, respectively, for the year ended June 30, 2013. Since the closing of the N1MS acquisition, it has contributed revenue and incurred a net loss, after acquired intangible asset amortization, net of taxation, of $1.1 million and $0.5 million, respectively, for the year ended June 30, 2013.