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Goodwill And Intangible Assets, Net | 12 Months Ended
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Jun. 30, 2025
Goodwill And Intangible Assets, Net [Abstract] |
Goodwill And Intangible Assets, Net | 10. GOODWILL AND INTANGIBLE ASSETS, net Goodwill Summarized below is the movement in the carrying value of goodwill for the years ended June 30, 2025, 2024 and 2023: Gross value Accumulated impairment Carrying value Balance as of July 1, 2022 $ 175,476 $ (12,819) $ 162,657 Impairment loss - (7,039) (7,039) Foreign currency adjustment (1) (22,857) 982 (21,875) Balance as of June 30, 2023 152,619 (18,876) 133,743 Foreign currency adjustment (1) 5,280 (472) 4,808 Balance as of June 30, 2024 157,899 (19,348) 138,551 Impairment loss - (17,041) (17,041) Acquisitions (Note 3) (2) 76,114 - 76,114 Foreign currency adjustment (1) 2,096 (325) 1,771 Balance as of June 30, 2025 $ 236,109 $ (36,714) $ 199,395 (1) – The foreign currency adjustment represents the effects of the fluctuations between the South African Rand against the U.S. dollar on the carrying value. (2) – Represents goodwill arising from the acquisition of Adumo, Recharger, IVAS Namibia and Master Fuel and translated at the foreign exchange rates applicable on the date the transactions became effective. This goodwill has been allocated to the Merchant (a portion Adumo, IVAS Namibia and Master Fuel), Consumer (a portion of Adumo) and Enterprise (Recharger) reportable operating segments. Goodwill associated with the acquisitions represents the excess of cost over the fair value of net assets acquired. Goodwill arising from these acquisitions is not deductible for tax purposes. See Note 3 for the allocation of the purchase price to the fair value of acquired net assets. 10. GOODWILL AND INTANGIBLE ASSETS, net (continued) Goodwill (continued) 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. The Company did not perform a qualitative assessment during the years ended June 30, 2025, 2024 or 2023, respectively. Except as discussed below, no goodwill has been impaired during the years ended June 30, 2025, 2024 and 2023, respectively. In order to determine the amount of the goodwill impairments, the estimated fair value of our reporting units’ business assets and liabilities were compared to the carrying value of their assets and liabilities. The Company used a discounted cash flow model in order to determine the fair value of the businesses (this is a Level-3 fair value measurement). Based on this analysis, the Company determined that the carrying value of the reporting units’ business assets and liabilities exceeded their fair value at the reporting date. In determining the fair value of the reporting units, the Company considered key judgements related to the reporting units’ revenue growth rates, weighted-average cost of capital (“WACC”) applicable to peer and industry comparables of the reporting units, and the forecast periods used. The Company may record an impairment loss in future if actual growth rates are lower than those included in the Company’s discounted cash flow model. Furthermore, use of a higher weighted-average cost of capital may also result in an impairment loss in the future. Year ended June 30, 2025 goodwill impairment loss The Company recognized an impairment loss of $ 17.0 million as a result of its annual impairment analysis related to goodwill allocated to its Connect Cash and Adumo Technologies reporting units within its Merchant segment, its Adumo Payouts reporting unit within Consumer segment and its EasyPay reporting unit within its Enterprise segment. The impairments are included within the caption impairment loss in the consolidated statement of operations for the year ended June 30, 2025. At June 30, 2024, the fair value of the Connect Cash reporting unit exceeded its carrying value by 11 %.The impairment loss in the Connect Cash reporting unit resulted from a reassessment of the business’ growth prospects in the context of its strategic market positioning, optimized capital expenditures and increase WACC over prior years. The impairment loss in the Adumo Technologies reporting unit resulted from a reassessment of the business’ growth prospects, a strategic decision to exit low return and sub-optimal merchants’ contracts. The impairment loss in the Adumo Payouts reporting unit resulted from a reassessment of the business’ growth prospects of the reporting unit with lower revenue and therefore lower free cash flow generation expected compared to when performing the purchase price allocation. Easypay was acquired in fiscal 2006. At June 30, 2024, the fair value of the EasyPay reporting unit exceeded is carrying value by 318 %. The impairment loss in the EasyPay reporting unit during the year ended June 30, 2025, resulted from a reassessment of the business’ growth and the expected impact on its future cash flows as a result the cash outflows expected from initiatives to modernize its existing technology platform to retain and expand its product offering and customer base. The fair value of the ISV and Humble reporting unit s (both allocated to Merchant) included in the Company’s acquisition of Adumo did not substantially exceed the carrying value of their respective reporting unit. The fair value of the ISV reporting unit exceeded the carrying value by 2.4 % and Humble exceeded the carrying value by 1 %. As of June 30, 2025, carrying value of goodwill allocated to ISV and Humble was $ 34.0 million and $ 1.5 million, respectively. All other reporting units’ fair value exceeded the carrying value of the reporting unit by at least 28 %. 10. GOODWILL AND INTANGIBLE ASSETS, net (continued) Goodwill (continued) Impairment loss (continued) Year ended June 30, 2025 goodwill impairment loss (continued) The table below presents the impairment per reporting unit for the year ended June 30, 2025 and the revenue growth rates, WACC and forecast period for reporting units used in the discounted cash flow models for the June 30, 2025 and June 30, 2024, and for entities acquiring during the current fiscal year, the information used in the purchase price allocation: Segments and reporting units with impairments Impairment Remaining goodwill Range of revenue growth rates (%) Terminal revenue growth rates (%) WACC (%) Forecast period (years) Merchant $ 9,268 $ 22,283 Connect Cash 5,688 22,283 Used at June 30, 2025 3.2 - 23 6.0 15.6 5 Used at June 30, 2024 10 - 13.9 5.0 14.7 5 Adumo Technologies 3,580 - Used at June 30, 2025 ( 10 ) - 37 (10.0) 18.5 5 Used at acquisition 6.7 - 14.9 N/A 18.9 Consumer 2,197 6,027 Adumo Payouts 2,197 6,027 Used at June 30, 2025 7.5 - 40.2 6.0 18.2 5 Used at acquisition 11.8 - 26.6 N/A 18.9 4 Enterprise 5,576 3,533 EasyPay 5,576 3,533 Used at June 30, 2025 6 - 65.6 6.0 22.5 10 Used at June 30, 2024 ( 21.7 ) - 6.9 6.0 14.7 5 Total $ 17,041 $ 31,843 Merchant Consumer Enterprise Carrying value Balance as of July 1, 2022 $ 137,640 $ - $ 25,017 $ 162,657 Impairment loss - - (7,039) (7,039) Foreign currency adjustment (1) (18,523) - (3,352) (21,875) Balance as of June 30, 2023 119,117 - 14,626 133,743 Foreign currency adjustment (1) 4,279 - 529 4,808 Balance as of June 30, 2024 123,396 - 15,155 138,551 Impairment loss (9,268) (2,197) (5,576) (17,041) Acquisitions (Note 3) 63,808 8,423 3,883 76,114 Foreign currency adjustment (1) 1,698 (199) 272 1,771 Balance as of June 30, 2025 $ 179,634 $ 6,027 $ 13,734 $ 199,395 (1) – The foreign currency adjustment represents the effects of the fluctuations between the South African Rand, against the U.S. dollar on the carrying value. 10. GOODWILL AND INTANGIBLE ASSETS, net Intangible assets Intangible assets acquired Summarized below is the fair value of intangible assets acquired, translated at the exchange rate applicable as of the relevant acquisition dates, and the weighted-average amortization period: Fair value as of acquisition date Weighted-average amortization period (in years) Finite-lived intangible asset: Acquired during the year ended June 30, 2025: Adumo – technology assets $ 13,998 3 - 7 Adumo – customer relationships 11,185 5 - 10 Adumo – brands 3,623 10 - 15 Recharger – technology assets 1,161 4 Recharger – customer relationships 15,010 5 Genisus Risk – technology assets $ 69 0.1 On acquisition of these businesses, the Company recognized an aggregate deferred tax liability of approximately $ 12.2 million related to the acquisition of intangible assets during the year ended June 30, 2025. Change in useful lives for certain brand and trademark intangible assets During early calendar 2025, the Company’s executive considered the unification of the Company’s merchant segments operations and the realignment of the Company’s brands under the master brand “Lesaka”. The Company’s Board of Directors approved the realignment of certain of the Company’s brands to the master brand in May 2025. The Company has identified the steps and timing to realign the affected brands under the master brand and expects to have complete alignment by February 2027, with certain brands expected to be aligned by December 2025. The change in brands has resulted in a change in the useful lives of certain of the Company’s brand and trademark intangible assets which has resulted in an increase in amortization expense of $ 2.6 million during the year ended June 30, 2025. The change in the useful lives resulted in a $ 1.9 million increase in the Company’s net loss from continuing operations for the year ended June 30, 2025, and did not have a significant impact on loss per share. The change did not impact prior periods. 10. GOODWILL AND INTANGIBLE ASSETS, net (continued) Intangible assets (continued) 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. No intangible assets have been impaired during the years ended June 30, 2025, 2024 and 2023, respectively, except for intangible assets of $ 1.8 million related to Adumo Technologies which were fully impaired during the year ended June 30, 2025. The impairment was identified during the Company’s annual goodwill impairment testing. The method for determining fair value is discussed above under Goodwill—Impairment loss. The impairment loss related to the impairment of the intangible assets is included in the caption Impairment loss in the consolidated statements of operations. Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2025, and June 30, 2024: As of June 30, 2025 As of June 30, 2024 Gross carrying value Accumulated amortization and impairment Net carrying value Gross carrying value Accumulated amortization Net carrying value Finite-lived intangible assets: Software, integrated platform and unpatented technology (1) $ 137,099 $ (41,925) $ 95,174 $ 115,213 $ (25,763) $ 89,450 Customer relationships (1) 53,369 (18,568) 34,801 25,880 (14,030) 11,850 FTS patent 2,158 (2,158) - 2,107 (2,107) - Brands and trademarks (1) 18,233 (8,993) 9,240 14,353 (4,300) 10,053 Total finite-lived intangible assets $ 210,859 $ (71,644) $ 139,215 $ 157,553 $ (46,200) $ 111,353 (1) June 30, 2025 balances include the intangible assets acquired as part of the Adumo acquisition in October 2024, and the Recharger and Genisus Risk acquisitions in March 2025. Aggregate amortization expense on the finite-lived intangible assets for the years ended June 30, 2025, 2024 and 2023, was approximately $ 22.0 million, $ 14.4 million and $ 15.0 million, respectively. Future estimated annual amortization expense for the next five fiscal years and thereafter, using the exchange rates that prevailed on June 30, 2025, 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 2026 $ 30,204 Fiscal 2027 20,576 Fiscal 2028 20,080 Fiscal 2029 19,389 Fiscal 2030 17,986 Thereafter 30,980 Total future estimated annual amortization expense $ 139,215

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