XML 39 R12.htm IDEA: XBRL DOCUMENT
v3.25.2

Acquisitions | 12 Months Ended
--- | ---
Jun. 30, 2025
Acquisitions [Abstract] |
Acquisitions | 3. ACQUISITIONS The Company did not make any acquisitions during the year ended June 30, 2023. The cash paid, net of cash received related to the Company’s acquisition during the years ended June 30, 2025 and 2024, is summarized in the table below: 2025 2024 Total cash paid $ 24,161 $ 2,248 Less: cash acquired 11,215 665 Total cash paid, net of cash received $ 12,946 $ 1,583 2025 Acquisitions October 2024 acquisition of Adumo On May 7, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Lesaka SA, and Crossfin Apis Transactional Solutions (Pty) Ltd and Adumo ESS (Pty) Ltd (“the Sellers”). Pursuant to the Purchase Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in the Adumo (RF) Proprietary Limited (“Adumo”). The transaction closed on October 1, 2024. Adumo is an independent payments and commerce enablement platform in Southern Africa, with operations across South Africa, Namibia, Botswana and Kenya. For more than two decades, Adumo has facilitated physical and online commerce between retail merchants and end-consumers by offering a unique combination of payment processing and integrated software solutions, which currently include embedded payments, integrated payments, reconciliation services, merchant lending, customer engagement tools, card issuing program management and data analytics. Adumo operates across three businesses, which provide payment processing and integrated software solutions to different end markets: ● The Adumo Payments business offers payment processing, integrated payments and reconciliation solutions to small-and- medium (“SME”) merchants in South Africa, Namibia and Botswana, and the Adumo Payouts business provides card issuing program management to corporate clients such as Anglo American and Coca-Cola (Adumo Payments was allocated to Merchant operating segment and Adumo Payouts was allocated to the Consumer operating segment); ● The Adumo ISV business, known as GAAP, has operations in South Africa, Botswana and Kenya, and clients in a number of other countries, and is the leading provider of integrated point-of-sales software and hardware to the hospitality industry in Southern Africa, serving clients such as KFC, McDonald’s, Pizza Hut, Nando’s and Krispy Kreme (Adumo ISV was allocated to Merchant operating segment); and ● The Adumo Ventures business offers online commerce solutions (Adumo Online), cloud-based, multi-channel point-of-sales solutions (Humble) and an aggregated payment and credit platform for in-store and online commerce (SwitchPay) to SME merchants and corporate clients in South Africa and Namibia (Adumo Venture was allocated to the Merchant operating segment). The total purchase consideration was ZAR 1.67 billion ($ 96.2 million) and comprised the issuance of 17,279,803 shares of the Company’s common stock (“Consideration Shares”) with a value of $ 82.8 million ( 17,279,803 multiplied by $ 4.79 per share) and cash of $ 13.4 million. The purchase consideration was settled through the combination of the Consideration Shares and a ZAR 232.2 million ($ 13.4 million, translated at the prevailing rate of $1: ZAR 17.3354 as of October 1, 2024) payment in cash. The Company’s closing price on the Johannesburg Stock Exchange on October 1, 2024, was ZAR 83.05 ($ 4.79 using the October 1, 2024, $1: ZAR exchange rate). Certain indirect shareholders of the sellers were investors in Adumo and the Company. These shareholders ultimately received an aggregate of 1,989,162 shares of the Company’s common stock at a price of $ 4.79 which was included in redeemable common stock (refer to Note 14). 3. ACQUISITIONS (continued) 2025 Acquisitions (continued) October 2024 acquisition of Adumo (continued) The closing of the transaction was subject to customary closing conditions which we fulfilled prior to closing. The Company agreed to file a resale registration statement with the United States Securities and Exchange Commission (“SEC”) covering the resale of the Consideration Shares by the Sellers. The resale registration statement was declared effective by the SEC on December 6, 2024. The Company incurred transaction-related expenditures of $ 1.6 million and $ 2.3 million during the years ended June 30, 2025 and 2024, respectively, related to the acquisition of Adumo. The Company’s accruals presented in Note 13 of as June 30, 2025, includes an accrual of transaction related expenditures of $ 0.1 million and the Company does not expect to incur any further significant transaction costs during the 2026 fiscal year. March 2025 acquisition of Recharger On November 19, 2024, the Company, through Lesaka SA, entered into a Sale of Shares Agreement (the “Recharger Purchase Agreement”) with Imtiaz Dhooma (Recharger’s former chief executive officer) and Ninety Nine Proprietary Limited (“the Seller”). Pursuant to the Recharger Purchase Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Seller agreed to sell, all of the outstanding equity interests in Recharger Proprietary Limited (“Recharger”). The transaction closed on March 3, 2025. At the same time, Recharger also entered into independent contractor agreement with Recharger’s former chief executive officer which has a term of 12 months and required him, among other things, to support operational activities of the Recharger business, in consultation with Company representatives, facilitate the handover process and assist Recharger in transitioning ownership to Lesaka SA, avail himself for important customer and vendor meetings, attend scheduled weekly management committee meetings regarding operational and business activities of the Recharger business, and providing support on an ad-hoc basis to Company representatives with regard to operational matters and in facilitating the hand over, as and when reasonably required. This acquisition has been reported as part of the Company’s Enterprise operating segment and demonstrates positive advancement of the Company’s strategy in its Enterprise operating segment. The Company expects the acquisition to act as an entry point for it into the South African private utilities space while augmenting Enterprise’s alternative payment offering. The transaction consideration per the Recharger Purchase Agreement was ZAR 503.4 million ($ 27.0 million) and comprised ZAR 328.4 million ($ 17.6 million) in cash and ZAR 175.0 million ($ 9.4 million) in shares of the Company’s common stock, to be settled in two tranches. The share price applied to determine the number of shares of common stock to be issued for the equity consideration is based on the volume-weighted average price of the Company’s common shares for the three-month period prior to the disbursal of each tranche. Lesaka SA extended a ZAR 43.1 million ($ 2.3 million) loan to Recharger at closing which was exclusively used to repay an existing loan due by Recharger to the Seller. The first tranche, comprising ZAR 153.4 million ($ 8.2 million) in cash and 1,092,361 shares of the Company’s common stock with a value of ZAR 98.3 million ($ 5.3 million), was settled at closing. The value of the shares of common stock were calculated using the shares issued multiplied by the Company’s closing price on the Johannesburg Stock Exchange on March 3, 2025, of ZAR 90.00 , and translated to U.S. dollars at the exchange rate of $1: ZAR 18.63 . Lesaka SA delivered the 1,092,361 shares of the Company’s common stock from a pool of shares it purchased in October 2024, and the Company recognized a gain in additional paid-in-capital of $ 0.4 million related to the difference between in the value on March 3, 2025, and the price paid per share in October 2024. 3. ACQUISITIONS (continued) 2025 Acquisitions (continued) March 2025 acquisition of Recharger (continued) The total purchase consideration was ZAR 294.8 million ($ 15.8 million) and comprised the issuance of the 1,092,361 shares of the Company’s common stock with a value of ZAR 98.3 million ($ 5.3 million), the settlement of the pre-existing relationship shareholder loan of ZAR 43.1 million ($ 2.3 million) and cash of ZAR 153.4 million ($ 8.2 ) million. The second and final tranche is due on March 3, 2026, and comprises a contractual cash payment of ZAR 175.0 million ($ 9.4 million) and the delivery of shares of Lesaka’s common stock with a contractual value of ZAR 75.0 million ($ 4.0 million). Pursuant to the Recharger Purchase Agreement, payment of the second tranche in March 2026 was contingent on Recharger’s former chief executive officer’s ongoing service under the independent contractor agreement until June 30, 2025. The second tranche would not be paid if he failed to provide the requisite service, except if failure to provide future services is due to expiry of the contract, mutual agreement or death of the former chief executive officer. The former chief executive officer was also a director of the Seller, and signed the Recharger Purchaser Agreement on behalf of himself, Recharger and the Seller. He also signed an independent contractor agreement under which he is required to provide post-combination service to Recharger until March 2026 (but the vesting of the shares is only for services to June 30, 2025). The Company has determined that as the payment of the second tranche is contingent on these post-combination services, the value of the second tranche is not treated as purchase consideration and rather, under GAAP, represents compensation for post-combination services. In late May 2025, an addendum was signed to reduce the post-combination period from twelve months to four months (i.e. from March 2025 to June 2025). The post-combination services for the year ended June 30, 2025, of $ 13.6 million was calculated as the sum of the future cash payment and the value of future shares to be provided. The value of the future shares to be provided was calculated using the contractual value of ZAR 75.0 million divided by the volume-weighted average price of the Company’s common shares for the three-month period prior to June 30, 2025, and at the applicable exchange rate. The post-combination compensation charge is included in the caption transaction costs related to Adumo, Recharger and Bank Zero acquisitions and certain compensation costs included on the consolidated statement of operations. The Company records stock-based compensation charges that are cash-settled awards in other payables. The liability for the future payments is included in the caption Other payables in the consolidated balance sheet as of June 30, 2025, refer to Note 13. There is no unrecognized compensation costs related to the post-combination compensation charge as of June 30, 2025. The Company incurred transaction-related expenditures of $ 0.4 million during the year ended June 30, 2025, related to the acquisition of Recharger. The Company’s accruals presented in Note 13 of as June 30, 2025, includes an accrual of transaction related expenditures of $ 0.1 million and the Company does not expect to incur any further significant transaction costs during the 2026 fiscal year. Other acquisitions Effective November 1, 2024, the Company, through its wholly owned subsidiary Adumo Technologies Proprietary Limited (“Adumo AT”), acquired the remaining shares (representing 50 % of the issued and outstanding shares) it did not own in Innervation Value Added Services Namibia Pty Ltd (“IVAS Nam”) for $ 0.4 million (ZAR 6.0 million, translated at November 1, 2024 exchange rates). IVAS Nam was accounted for using the equity method prior to the acquisition of a controlling interest in the company. Adumo paid ZAR 2.0 million of the purchase price prior to the acquisition of Adumo by the Company and the balance of ZAR 4.0 million will be paid in two equal tranches, one in March 2025 and the other in September 2025. The Company did not incur any significant transaction costs related to this acquisition. The Company, through Lesaka SA, acquired 100 % of Genisus Risk Proprietary Limited (“Genisus Risk”) for a cash consideration of ZAR 2.0 million ($ 0.1 million). The Company did not incur any significant transaction costs related to this acquisition. The Company, through its wholly owned subsidiary Cash Connect Management Solutions Proprietary Limited (“CCMS”), acquired 100 % of Master Fuel Proprietary Limited (“Master Fuel) for a cash consideration of ZAR 2.0 million ($ 0.1 million). The Company did not incur any significant transaction costs related to this acquisition. 3. ACQUISITIONS (continued) 2026 Proposed acquisitions of Bank Zero On June 26, 2025, Lesaka SA entered into a Transaction Implementation Agreement (the “Transaction Implementation Agreement”) with Zero Research Proprietary Limited (“Zero Research”), Bank Zero Mutual Bank (“Bank Zero”), and other parties identified in Annexure A to the Transaction Implementation Agreement (being all of the shareholders of Bank Zero save for Zero Research and Naught Holdings Ltd, the “Bank Zero Sellers”), the parties listed in Annexure B to the Transaction Implementation Agreement (being all of the shareholders of Zero Research save for Naught Holdings Ltd, the “Zero Research Sellers”) and Naught Holdings Ltd. All amounts below translated at the closing rate of $1: ZAR 17.76 as of June 30, 2025. The purchase consideration payable by Lesaka SA in exchange for the relevant shares in Bank Zero and the subscription consideration payable by Lesaka SA in exchange the subscription shares will be settled through a combination of delivery of Lesaka shares of common stock and up to ZAR 91.0 million ($ 5.1 million) in cash. Zero Research will apply the cash and Lesaka shares received by it to settle the repurchase consideration due to the Zero Research Sellers. Following implementation of each of these steps, and subject to the below adjustment, the Bank Zero Sellers, Zero Research Sellers and Naught Holdings Ltd will own approximately 12 % of Lesaka's fully diluted shares at the time of completion of the proposed transaction. The Transaction Implementation Agreement allows a mechanism (in certain circumstances) pursuant to which the Bank Zero Sellers and the Zero Research Sellers may acquire fewer shares in Lesaka and a larger cash consideration. The Transaction Implementation Agreement includes customary interim period undertakings which required each of Zero Research and Bank Zero, among other things (i) to conduct their business in the ordinary course during the period between the execution of the Transaction Implementation Agreement and the closing of the transaction contemplated thereby, and (ii) not to engage in certain kinds of transactions during such period. The Transaction Implementation Agreement is subject to the fulfilment of certain conditions precedent. The Transaction Implementation Agreement will lapse if all of the conditions precedent are not met or not waived by August 6, 2026 (or such later date as may be agreed). Bank Zero and Lesaka SA have agreed to implement a long-term incentive arrangement following implementation of the transaction, under which an agreed portion of a number of shares of Lesaka's shares of common stock calculated will be granted by (i) dividing ZAR 70.0 million ($ 3.9 million) by an agreed value (as defined in the Transaction Implementation Agreement) (the “Retention LTIP Shares”) and (ii) dividing ZAR 30.0 million ($ 1.7 million) by such agreed value (the “Performance LTIP Shares”). The Retention LTIP Shares will be subject to time and certain performance-based vesting conditions. The terms of the long-term incentive plan are required to be considered, and if necessary approved, by Lesaka's remuneration committee. The Company incurred transaction-related expenditures of $ 0.6 million during the year ended June 30, 2025, related to the proposed acquisition of Bank Zero. The Company’s accruals presented in Note 13 of as June 30, 2025, includes an accrual of transaction related expenditures of $ 0.6 million and the Company expects to incur further transaction costs of $ 0.4 million during the 2026 fiscal year. 3. ACQUISITIONS (continued) 2025 Acquisitions (continued) The purchase price allocation for all acquisitions have been finalized as of June 30, 2025, except for Recharger. The purchase price allocation of acquisitions during the year ended June 30, 2025, translated at the foreign exchange rates applicable on the date of acquisition, is provided in the table below: Acquisitions during fiscal 2025 Adumo Recharger Other Total Final Preliminary Final Cash and cash equivalents $ 9,227 $ 1,720 $ 268 $ 11,215 Accounts receivable 6,799 17 728 7,544 Inventory 5,122 194 3 5,319 Property, plant and equipment 9,170 39 28 9,237 Operating lease right of use asset 1,025 401 - 1,426 Equity-accounted investment 477 - - 477 Goodwill 71,992 3,614 508 76,114 Intangible assets 28,806 16,171 69 45,046 Deferred income taxes assets 1,061 81 55 1,197 Other long-term assets 2,809 - - 2,809 Current portion of long-term borrowings (1,178) - - (1,178) Accounts payable (3,266) (149) (440) (3,855) Other payables (28,116) (1,439) (252) (29,807) Operating lease liability - current (948) (185) - (1,133) Income taxes payable (150) (4) (42) (196) Deferred income taxes liabilities (7,107) (4,366) (19) (11,492) Operating lease liability - long-term (326) (269) - (595) Long-term borrowings (7,308) - - (7,308) Other long-term liabilities (140) - - (140) Settlement assets 8,603 - - 8,603 Settlement liabilities (8,530) - - (8,530) Fair value of assets and liabilities on acquisition $ 88,022 $ 15,825 $ 906 $ 104,753 The fair value of the non-controlling interests recorded was $ 7.6 million. The fair value of the non-controlling interest was determined as the non-controlling interests respective portion of the equity value of the entity acquired by the Company, and which was adjusted for a 20 % minority discount. The preliminary allocation of the Recharger purchase price is based upon preliminary estimates which used information that was available to management at the time the consolidated financial statements were prepared and these estimates and assumptions are subject to change within the measurement period, up to one year from the acquisition date. Accordingly, the allocation may change. We continue to refine certain inputs to the calculation of acquired intangible assets. 3. ACQUISITIONS (continued) 2025 Acquisitions (continued) Transaction costs and certain compensation costs The Company did no t incur any transaction costs related to the Adumo, Recharger and the Bank Zero acquisitions during the year ended June 30, 2023, and did no t incur any transaction costs related to the Bank Zero acquisitions during the year ended June 30, 2024. The table below presents transaction costs incurred related to the acquisition of Adumo and Recharger, and the proposed acquisition of Bank Zero, as well as certain post-combination compensation costs expensed during the years ended June 30, 2025 and 2024: Year ended June 30, 2025 2024 Adumo transaction costs $ 1,564 $ 2,293 Recharger transaction costs (1) 410 32 Recharger post-combination services expensed 13,586 - Bank Zero transaction costs 599 - Total $ 16,159 $ 2,325 (1) Recharger transactions costs for the year ended June 30, 2024, of $ 0.03 million have been allocated from Selling, general and administration to Transaction costs related to Adumo and Recharger and certain compensation costs in the consolidated statement operations for the year ended June 30, 2024. Pro forma results related to acquisitions Pro forma results of operations have not been presented for the acquisition of IVAS Nam, Genisus Risk and Master Fuel because the effect of these acquisitions, individually and in aggregate, are not material to the Company. Since the closing of these acquisitions, they have contributed revenue and net income of $ 0.8 million and $ 0.1 million, respectively, for the year ended June 30, 2025. The results of the Adumo and Recharger’s operations are reflected in the Company’s financial statements from October 1, 2024, and March 3, 2025, respectively. The following unaudited pro forma consolidated revenue and net income information has been prepared as if the acquisitions of Adumo and Recharger had occurred on July 1, 2023, using the applicable average foreign exchange rates for the periods presented: Year ended June 30, 2025 2024 Revenue $ 673,536 $ 630,672 Net loss $ (68,367) $ (37,324) The unaudited pro forma financial information presented above includes the business combination accounting and other effects from the acquisitions including (1) amortization expense related to acquired intangibles and the related deferred tax; (2) the loss of interest income, net of taxation, as a result of funding a portion of the purchase price in cash; (3) an adjustment to exclude all applicable transaction-related costs recognized in the Company’s consolidated statement of operations for three and nine months ended March 31, 2025, and include the applicable transaction-related costs for the year ended June 30, 2024; an adjustment to exclude the post- combination compensation expenses related to the Recharger acquisition recognized in the Company’s consolidated statement of operations for three and nine months ended March 31, 2025, and include the expense during the year ended June 30, 2024. The unaudited pro forma net income presented above does not include any cost savings or other synergies that may result from the acquisition. The unaudited pro forma information as presented above is for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had occurred on these dates. Since the closing of the acquisitions, Adumo and Recharger have contributed aggregate revenue of $ 48.6 million and net loss attributable to the Company, including intangible assets amortization related to assets acquired, net of deferred taxes and the post- combination compensation charge, of $ 16.4 million. 3. ACQUISITIONS (continued) 2024 Acquisitions April 2024 acquisition of Touchsides In April 2024 the Company closed the acquisition of Touchsides Proprietary Limited (“Touchsides”). Touchsides has been allocated to our Merchant operating segment. The final purchase price allocation of the Touchsides acquisition, translated at the foreign exchange rates applicable on the date of acquisition, is provided in the table below: Touchsides Cash and cash equivalents $ 665 Accounts receivable 788 Property, plant and equipment 1,106 Operating lease right of use asset 112 Intangible assets 33 Accounts payable (53) Other payables (279) Operating lease liability – current (63) Deferred income taxes liabilities (9) Operating lease liability - long-term (52) Fair value of assets and liabilities on acquisition $ 2,248 Pro forma results of operations have not been presented because the effect of the Touchsides acquisition is not material to the Company. During the year ended June 30, 2024, the Company incurred acquisition-related expenditure of $ 0.1 million related to this acquisition. Since the closing of the Touchsides acquisition, it contributed revenue and net loss of $ 0.9 million and $ 0.2 million, respectively, for the year ended June 30, 2024. 2023 Acquisitions None.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration