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Goodwill And Intangible Assets, Net
12 Months Ended
Jun. 30, 2021
Goodwill And Intangible Assets, Net [Abstract]  
Goodwill And Intangible Assets, Net
9.
 
GOODWILL
 
AND
 
INTANGIBLE
 
ASSETS
,
 
net
 
 
Goodwill
 
Summarized below is the movement in the carrying value of goodwill
 
for the years ended June 30, 2021, 2020 and 2019:
Gross value
Accumulated
impairment
Carrying value
Balance as of July 1, 2018
$
73,572
$
(20,773)
$
52,799
Impairment loss
-
(14,440)
(14,440)
Foreign currency adjustment
(1)
(1,099)
56
(1,043)
Balance as of June 30, 2019
72,473
(35,157)
37,316
Impairment loss
-
(5,589)
(5,589)
Disposal of FIHRST (Note 23)
(599)
-
(599)
Deconsolidation of CPS (Note 23)
(1,346)
1,346
-
Foreign currency adjustment
(1)
(7,334)
375
(6,959)
Balance as of June 30, 2020
63,194
(39,025)
24,169
Liquidation of subsidiaries
(2)
(26,629)
26,629
-
Foreign currency adjustment
(1)
6,384
(1,400)
4,984
Balance as of June 30, 2021
$
42,949
$
(13,796)
$
29,153
(1)
 
– The foreign
 
currency adjustment represents
 
the effects
 
of the fluctuations
 
between the South
 
African Rand and
 
the Euro,
and the U.S. dollar on the carrying value.
(2) – The Company deconsolidated the goodwill and accumulated impairment
 
related to entities it substantially liquidated
during the year ended June 30, 2021.
 
 
Impairment loss
 
 
The Company assesses the carrying
 
value of goodwill for impairment
 
annually, or
 
more frequently,
 
whenever events occur and
circumstances change indicating potential impairment. The Company
 
performs its annual impairment test as at June 30 of each year.
 
Year ended
 
June 30, 2021
 
 
The
 
Company
 
did
 
no
t
 
impair
 
any
 
goodwill
 
during
 
the
 
year
 
ended
 
June
 
30,
 
2021.
 
 
9.
 
GOODWILL
 
AND
 
INTANGIBLE
 
ASSETS
,
 
net
 
(continued)
 
 
Goodwill (continued)
 
Impairment loss (continued)
 
 
Year ended
 
June 30, 2020 (continued)
 
 
During the
 
third quarter
 
of fiscal
 
2020, the
 
Company performed
 
an impairment
 
analysis and
 
recognized an
 
impairment loss
 
of
$
5.6
 
million, related to goodwill allocated to its EasyPay business within its South
 
African transaction processing operating segment.
The impairment loss resulted from a reassessment of the business’s growth
 
prospects given the challenging economic environment in
South Africa. The impairment
 
is included within the
 
caption impairment loss in the
 
consolidated statement of operations
 
for the year
ended June 30, 2020.
 
In order to determine the amount of the EasyPay goodwill impairment, the estimated fair value of EasyPay’s business assets and
liabilities were compared
 
to the carrying value
 
of its assets and liabilities.
 
The Company used a
 
discounted cash flow model
 
in order
to determine the
 
fair value of
 
EasyPay.
 
Based on this
 
analysis, the Company
 
determined that the
 
carrying value of
 
EasyPay’s assets
and liabilities exceeded their fair value at the reporting date.
 
Year ended
 
June 30, 2019
 
 
During the second quarter of fiscal 2019, the Company performed an impairment analysis and recognized an impairment
 
loss of
approximately
 
$
8.2
 
million,
 
of
 
which
 
approximately
 
$
7.0
 
million
 
related
 
to
 
goodwill
 
allocated
 
to
 
its
 
IPG
 
business
 
within
 
its
international
 
transaction
 
processing
 
operating
 
segment
 
and
 
$
1.2
 
million
 
related
 
to
 
goodwill
 
within
 
its
 
South
 
African
 
transaction
processing operating segment.
 
Given the consolidation
 
and restructuring of
 
IPG over the
 
period to December
 
31, 2018, several
 
business
lines were terminated or meaningfully reduced, resulting in lower than expected revenues, profits and cash flows. IPG’s new business
initiatives were still in their infancy,
 
and it was expected to generate lower cash flows than initially forecast.
 
In order to determine the amount of the
 
IPG goodwill impairment, the estimated fair value of
 
the Company’s IPG business assets
and liabilities was compared to the carrying value of IPG’s
 
assets and liabilities. The Company used a discounted cash flow model
 
in
order to determine
 
the fair value
 
of IPG. The
 
allocation of the
 
fair value of
 
IPG required the
 
Company to make
 
a number of
 
assumptions
and estimates about the fair value of assets and liabilities where the fair values were not readily available or observable. Based on this
analysis, the Company determined that the carrying value of IPG’s assets and liabilities exceeded their fair value at the reporting date.
 
The
 
Company
 
also identified
 
and
 
recognized an
 
impairment loss
 
of $
6.2
 
million related
 
to goodwill
 
allocated
 
to its
 
financial
inclusion
 
and
 
applied
 
technologies
 
operating
 
segment
 
as
 
a
 
result
 
of
 
its
 
June
 
30,
 
2019,
 
annual
 
impairment
 
test.
 
The
 
June
 
2019
impairment loss resulted from on-going losses incurred in the latter half
 
of the fiscal year that were greater than, and were
 
incurred for
a longer duration, than initially expected.
 
The estimated fair value of
 
the business assets and liabilities
 
were compared to the
 
carrying value of the assets and
 
liabilities of
the reporting
 
unit within
 
the financial
 
inclusion and
 
applied technologies
 
operating segment
 
in order
 
to determine
 
the $
6.2
 
million
goodwill impairment. The Company
 
used an EV/EBITDA multiple valuation model to determine the fair value
 
of the reporting unit.
 
The allocation of the fair value of
 
the reporting unit required the Company to make
 
a number of assumptions and estimates about
the fair value of assets and liabilities where the fair values were not readily available or observable. Based on this analysis, except for
the impairments
 
recognized, the
 
Company determined
 
that the
 
carrying value
 
of the
 
reporting unit’s
 
assets and
 
liabilities exceeded
their fair value at the reporting date.
 
 
In the event
 
that there is
 
deterioration in the
 
Company’s operating
 
segments, or in
 
any other of
 
the Company’s
 
businesses, this
may
 
lead
 
to
 
additional
 
impairments
 
in
 
future
 
periods
.
 
 
9.
 
GOODWILL
 
AND
 
INTANGIBLE
 
AS
SETS
,
 
net
 
(continued)
 
 
Goodwill (continued)
 
Refer to Note 20 for additional information regarding changes to
 
the Company’s reportable segments during the year ended June
30, 2021. Goodwill has been allocated to the Company’s
 
reportable segments as follows:
Processing
Financial services
Technology
Carrying value
Balance as of July 1, 2018
$
28,614
$
-
$
24,185
$
52,799
Impairment loss
(8,191)
-
(6,249)
(14,440)
Foreign currency adjustment
(1)
(558)
-
(485)
(1,043)
Balance as of June 30, 2019
19,865
-
17,451
37,316
Impairment loss
(5,589)
-
-
(5,589)
Disposal of FIHRST (Note 23)
(599)
(599)
Foreign currency adjustment
(1)
(3,688)
-
(3,271)
(6,959)
Balance as of June 30, 2020
9,989
-
14,180
24,169
Foreign currency adjustment
(1)
1,978
-
3,006
4,984
Balance as of June 30, 2021
$
11,967
$
-
$
17,186
$
29,153
(1)
 
– The
 
foreign currency
 
adjustment represents
 
the effects
 
of the
 
fluctuations between
 
the South
 
African rand
 
and the Euro,
and the U.S. dollar on the carrying value.
Intangible assets
 
Impairment loss
 
 
The Company
 
assesses the carrying
 
value of
 
intangible assets
 
for impairment
 
whenever events
 
occur or
 
circumstances change
indicating that
 
the carrying
 
amount of
 
the intangible
 
asset may
 
not be
 
recoverable. Except
 
as discussed
 
below,
no
 
intangible assets
have been impaired during the years ended June 30, 2021, 2020 and 2019,
 
respectively.
 
Year ended
 
June 30, 2020
 
During
 
the third
 
quarter of
 
fiscal 2020
 
,
 
the Company
 
determined
 
that its
 
indefinite-lived
 
intangible
 
asset, a
 
Maltese e-money
license, of
 
$
0.7
 
million was
 
impaired. The
 
facts and
 
circumstances leading
 
up to
 
the impairment
 
include the
 
losses incurred
 
by the
Company’s
 
IPG business
 
unit. In
 
fiscal 2019,
 
IPG formulated
 
a plan
 
to return
 
to profitability,
 
however,
 
it missed
 
a number
 
of key
deliverable deadlines and
 
was reformulating its growth
 
plans following the decision
 
not to acquire a controlling
 
stake in Bank Frick.
The impairment is included within the caption impairment loss to the consolidated statement of operations for the year ended June 30,
2020
.
 
The
 
intangible
 
asset
 
was
 
not
 
allocated
 
to
 
an
 
operating
 
segment
 
and
 
is
 
included
 
within
 
corporate/
 
eliminations
 
(refer
 
to
 
Note
 
20
).
 
 
9.
 
GOODWILL
 
AND
 
INTANGIBLE
 
ASSETS
,
 
net
 
 
Intangible assets (continued)
 
Carrying value and amortization of intangible assets
 
 
Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2021, and June 30,
2020:
As of June 30, 2021
As of June 30, 2020
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Finite-lived intangible assets:
Customer relationships
$
10,340
$
(10,340)
$
-
$
19,064
$
(18,806)
$
258
Software and unpatented
technology
1,726
(1,726)
-
3,931
(3,931)
-
FTS patent
 
2,679
(2,679)
-
2,211
(2,211)
-
Trademarks
 
2,015
(1,658)
357
2,731
(2,377)
354
Total finite-lived
 
intangible
assets
 
$
16,760
$
(16,403)
357
$
27,937
$
(27,325)
612
Indefinite-lived intangible assets:
Financial institution licenses
(1)
-
-
Total indefinite
 
-lived
intangible assets
 
-
-
Total intangible
 
assets
 
$
357
$
612
(1)
 
The Company
 
deconsolidated the
 
Malta e-money
 
licence following
 
the substantial
 
liquidation of
 
its Malta
 
business during
the year ended June 30, 2021.
 
 
Aggregate
 
amortization
 
expense
 
on
 
the
 
finite-lived
 
intangible
 
assets for
 
the
 
years
 
ended
 
June
 
30,
 
2021,
 
2020
 
and
 
2019,
 
was
approximately $
0.4
 
million, $
0.3
 
million and $
7.1
, respectively.
 
 
Future estimated annual amortization expense for
 
the next five fiscal
 
years and thereafter, assuming exchange rates that
 
prevailed
on June
 
30, 2021,
 
is presented in
 
the table below.
 
Actual amortization
 
expense in future
 
periods could differ
 
from this estimate
 
as a
result of acquisitions, changes in useful lives, exchange rate fluctuations
 
and other relevant factors.
Fiscal 2022
$
72
Fiscal 2023
72
Fiscal 2024
71
Fiscal 2025
71
Fiscal 2026
71
Total future
 
estimated annual amortization expense
$
357