Acquisitions And Dispositions (Tables)

12 Months Ended

Jun. 30, 2019

Schedule Of Cash Paid Net Of Cash Received Related To Company Acquisitions


		2018		2017
DNI⁽¹⁾	$	6,202	$	-
Ceevo Financial Services (Malta) Limited ("Ceevo FS")		-		2,940
Pros Software Proprietary Limited ("Pros Software")		-		1,711
Total cash paid, net of cash received	$	6,202	$	4,651

(1) – represents the cash paid, net of cash acquired, to acquire a further 6% voting and economic interest, which resulted in the Company obtaining a controlling stake in DNI. As described below, the acquisition of DNI occurred in stages and DNI was accounted for using the equity method until June 30, 2018, being the point at which the Company obtained control over DNI. The total cash paid, net of cash acquired, to obtain a 55% voting and economic interest in DNI was $85.7 million.

Impact Of Deconsolidation Of DNI And Calculation Of Net Loss Recognized On Deconsolidation

								Equity method as of
								June 30, 2019
														Attributed
											30%			to non-
					17%			8%			retained			controlling
		Total			sold			sold			interest			interest
Fair value of consideration received	$	27,626		$	27,626		$	-		$	-		$	-
Fair value of retained interest of 30% in DNI⁽¹⁾		74,195			-			14,849			59,346			-
Carrying value of non-controlling interest		88,934			-			-			-			88,934
Subtotal		190,755			27,626			14,849			59,346			88,934
Cash and cash equivalents		2,114			354			158			633			969
Accounts receivable, net and other receivables		24,577			4,116			1,841			7,358			11,262
Finance loans receivable, net		1,030			173			77			308			472
Inventory		893			149			66			268			410
Property, plant and equipment, net		1,265			212			95			379			579
Equity-accounted investments (Note 9)		242			41			19			72			110
Goodwill (Note 10)		113,003			18,924			8,466			33,834			51,779
Intangible assets, net		80,769			13,526			6,051			24,183			37,009
Deferred income taxes		28			5			2			8			13
Other long-term assets		26,553			4,447			1,989			7,950			12,167
Accounts payable		(5,186	)		(868	)		(389	)		(1,553	)		(2,376	)
Other payables⁽²⁾		(16,484	)		(2,760	)		(1,235	)		(4,936	)		(7,553	)
Income taxes payable		(2,482	)		(416	)		(186	)		(743	)		(1,137	)
Deferred income taxes		(22,083	)		(3,698	)		(1,654	)		(6,612	)		(10,119	)
Long-term debt (Note 12)		(10,150	)		(1,700	)		(760	)		(3,039	)		(4,651	)
Released from accumulated other comprehensive
loss – foreign currency translation reserve (Note 15)		1,806			1,806			-			-			-
Less: March 31, 2019, carrying value of DNI		195,895			34,311			14,540			58,110			88,934
March 2019 loss recognized on disposal, before
tax, comprising		(5,140	)		(6,685	)		309			1,236
Related to fair value adjustment of retained interest
in 38% of DNI		1,545			-			309			1,236
Related to sale of 17% of DNI		(6,685	)		(6,685	)		-			-
Taxes related to disposal⁽³⁾		-			505			(3,836	)		3,331
Loss recognized on disposal, after tax, as of March
2019 = A	$	(5,140	)	$	(7,190	)	$	4,145		$	(2,095	)
May 3, 2019 fair value of consideration received	$	15,011		$	-		$	15,011		$	-
Less: equity-method interest sold (Note 9)		(14,996	)		-			(14,996	)		-
Less: released from accumulated other comprehensive
loss – foreign currency translation reserve (Note 15)		(646	)		-			(646	)		-
May 2019 loss recognized on disposal, before tax		(631	)		-			(631	)		-
Taxes related to disposal⁽⁴⁾		-			-			-			-
Loss recognized on disposal, after tax, as of May 3,
2019 = B		(631	)		-			(631	)		-

Loss on disposal of DNI (A + B)	$	(5,771	)	$	(7,190	)	$	3,514		$	(2,095	)

(1) The fair value of the retained interest in 38% of DNI as of March 31, 2019, of $74.2 million ($14.9 million plus $59.3 million) has been calculated using the implied fair value of DNI pursuant to the RMB Disposal and has been calculated as ZAR 215.0 million divided by 7.605235% multiplied by 38%, translated to dollars at the March 31, 2019, rate of exchange.

(2) Other payables include a short-term loan of ZAR 60.5 million ($4.3 million, translated at exchange rates applicable as of June 30, 2019) due to the Company. The short-term loan is included in accounts receivable, net and other receivables on the Company's consolidated balance sheet as of June 30, 2019. The loan was repaid in full on July 31, 2019. Interest on the loan was charged at the South African prime rate.

(3) Amounts presented are net of a valuation allowance provided. The disposal of DNI resulted in a capital loss for tax purposes of approximately $1.5 million and the Company has provided a valuation allowance of $1.5 million against this capital loss because it does not have any capital gains to offset against this amount. On an individual basis, the transaction to dispose of 17% of DNI resulted in a capital gain of $0.5 million and the re-measurement of the retained 38% interest has resulted in a capital loss of $2.0 million ($5.3 million (8% transaction) less $3.3 million (30% transaction)). The valuation allowance of $1.5 million has been provided against the $5.3 million, for a net amount presented in the table above of $3.8 million ($5.3 million less $1.5 million).

(4) The disposal of the 8% interest in DNI resulted in a capital loss for tax purposes of approximately $23.9 million and the Company has provided a valuation allowance of $23.9 million against this capital loss because it does not have any capital gains to offset against this amount.

Schedule Of Revenues And Expenses After DNI Disposal Transaction


		Year ended
		June 30, 2019
Revenue generated from transactions with DNI	$	-
Expenses incurred related to transactions with DNI	$	63

Impact Of Deconsolidation Of DNI On Statement Of Operations And Statement Of Cash Flows


DNI
		Year ended June 30,
		2019		2018		2017
Consolidated statement of operations
Discontinued:
Revenue	$	56,337	$	-	$	-
Cost of goods sold, IT processing, servicing and support		27,667		-		-
Selling, general and administration		4,295		-		-
Depreciation and amortization		8,026		-		-
Impairment loss		5,305		-		-
Operating income		11,044		-		-
Interest income		707		-		-
Interest expense		812		-		-
Net income before tax (includes loss on disposal of DNI of $5,771)		5,168		-		-
Income tax expense		3,124		-		-
Net income before earnings from equity-accounted investments		2,675		-		-
DNI consolidated - Earnings from equity-accounted investments⁽¹⁾		15		-		-
DNI equity method investment - Earnings from equity-accounted investments ⁽²⁾.	$	-	$	7,005	$	-
Consolidated statement of cash flows
Discontinued:
Total net cash (used in) provided by operating activities⁽³⁾⁽⁴⁾	$	6,635	$	1,765	$	-
Total net cash (used in) provided by investing activities	$	(516)	$	-	$	-

(1) Earnings from equity-accounted investments for the year ended June 30, 2019, include earnings attributed to an equity-accounted investment owned by DNI of $0.2 million and are included in the Company's results as a result of the consolidation of DNI.

(2) Earnings from equity-accounted investments for the years ended June 30, 2018, represents DNI earnings (net of amortization of acquired intangibles and related deferred tax) attributed to the Company as a result of the Company using the equity method to account for its investment in DNI during the period (refer to Note 9).

(3) Total net cash (used in) provided by operating activities for the year ended June 30, 2019, includes dividends received of $0.9 million (refer to Note 9) from DNI while it was accounted for using the equity method during the three months ended June 30, 2019.

(4) Total net cash (used in) provided by operating activities for the year ended June 30, 2018, represents dividends received from DNI during the period.

Summary Of Fair Value Of DNI Intangible Assets Acquired And Weighted-Average Amortization Period


		Fair value as of	Weighted-average
		acquisition date	amortization period (in years)
Finite-lived intangible asset:
Acquired during the year ended June 30, 2018
DNI – customer relationships acquired	$	97,255	5.00 – 15.00
DNI – software and unpatented technology		2,609	5.00
DNI – trademarks	$	4,139	5.00

DNI [Member]

Business Acquisition [Line Items]

Schedule Of Purchase Price Allocation


		DNI PPA – discontinued operation
		as of June 30, 2018
		Initial			Amendment			Amended
Current assets of discontinued operation:	$	22,482		$	-		$	22,482
Cash and cash equivalents		2,979			-			2,979
Accounts receivable (Note 5)		16,235			-			16,235
Finance loans receivable (Note 5)		742			-			742
Inventory (Note 6)		2,526			-			2,526
Long-term assets of discontinued operation:		242,704			(1,951	)		240,753
Property, plant and equipment		1,317			-			1,317
Equity-accounted investment (Note 9)		339			-			339
Goodwill (Note 10)		114,161			5,017			119,178
Intangible assets (Note 10)		104,003			(6,968	)		97,035
Deferred tax assets		1,536			-			1,536
Other long-term assets (Note 9)		21,348			-			21,348
Current liabilities of discontinued operation:		(20,914	)		-			(20,914	)
Accounts payables		(13,949	)		-			(13,949	)
Other payables		(6,349	)		-			(6,349	)
Current portion of long-term borrowings (Note 12)		(616	)		-			(616	)
Long-term liabilities of discontinued operation:		(38,387	)		1,951			(36,436	)
Other long-term liabilities⁽¹⁾		(8,291	)		-			(8,291	)
Deferred tax liabilities		(30,096	)		1,951			(28,145	)
Fair value of assets and liabilities on acquisition	$	205,885		$	-		$	205,885
Less: fair value attributable to controlling interests on acquisition date								(94,123	)
Less: fair value of equity-accounted investment, comprising:								(100,947	)
Add: loss on re-measurement of previously held interest								4,614
Less: Contingent payment recognized related to 49% interest acquired								(25,589	)
Less: carrying value at the acquisition date (Note 9)								(79,972	)
Less: Contingent payment recognized related to 6% interest acquired								(1,633	)
Total purchase price							$	9,182

(1) –DNI concluded an acquisition in November 2017 and other long-term liabilities includes a contingent purchase consideration of ZAR 113.8 million ($8.3 million) due to the sellers and other long-term assets includes an amount due from the DNI shareholders, excluding the Company. DNI is obligated under the terms of this obligation to pay 50% of the purchase consideration plus or (less) a contingent amount (refund) calculated on a multiple of excess (deficit) earnings over (less) an agreed earnings amount. The other DNI shareholders have agreed to reimburse DNI the 50% consideration plus (less) the contingent amount (refund) payable in full. Therefore, other long-term asset includes the amounts due from the DNI shareholder, excluding the Company, and other long-term liabilities includes the contingent consideration due under the November 2017 acquisition. The Company expects DNI to pay, and to be reimbursed, the additional amount during the first quarter of the year ended June 30, 2020, which amount represents the present value of the ZAR 129.0 million ($9.4 million) to be paid (amounts translated at exchange rates applicable as of June 30, 2018). The present value of ZAR 113.8 million ($8.3 million) was calculated using the following assumptions (a) the maximum additional amount of ZAR 129.0 million will be paid on August 1, 2019 and (b) an interest rate of 10.0 % (the rate used to calculate interest earned by DNI on its surplus South African funds) has been used to discount the ZAR 129.0 million to its present value as of June 30, 2018. Utilization of different inputs, or changes to these inputs, may result in significantly higher or lower fair value measurement.

DNI [Member] | Customer Relationships [Member]

Business Acquisition [Line Items]

Impact Of Reversal On Condensed Consolidated Statement Of Operations


		Year ended
		June 30,
		2019
Reversal of intangible asset amortization - decrease depreciation and amortization	$	506
Deferred tax impact related to reversal of intangible asset amortization - decrease income tax benefit		142
Increase in non-controlling interest	$	164

Ceevo Fs And Pros Software [Member] | 2017 Acquisition [Member]

Business Acquisition [Line Items]

Schedule Of Purchase Price Allocation


		Ceevo FS			Pros Software			Total
Cash and cash equivalents	$	999		$	110		$	1,109
Accounts receivable		983			165			1,148
Property, plant and equipment		30			9			39
Intangible assets (Note 10)		1,078			2,311			3,389
Goodwill (Note 10)		2,475			-			2,475
Accounts payables and other payables		(1,570	)		(58	)		(1,628	)
Income taxes payable		-			(69	)		(69	)
Deferred tax liabilities		(56	)		(647	)		(703	)
Total purchase price	$	3,939		$	1,821		$	5,760