v3.26.1
Goodwill And Intangible Assets, Net
 12 Months Ended
Jun. 30, 2026
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, 2026, 2025 and 2024:
Gross value
Accumulated
impairment
Carrying value
Balance as of July 1, 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
Impairment loss
-
(388)
(388)
Acquisition (Note 3)
(3)
1,586
-
1,586
Deconsolidation of Humble (Note 3)
(1,515)
-
(1,515)
Foreign currency adjustment
(1)
18,770
(2,550)
16,220
Balance as of June 30, 2026
$
254,950
$
(39,652)
$
215,298
(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, Utilities, Lesaka
Nam and Lesaka Fuel
Software 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,
Lesaka
Nam
and
Lesaka
Fuel
Software),
Consumer
(a
portion
of
Adumo)
and
Enterprise
(Utilities)
reportable
operating segments.
(3) – Represents goodwill arising from the acquisition
of MobileMart and translated at the foreign exchange rates applicable
on
the date the transactions became effective. This goodwill has been
allocated to the Enterprise reportable operating segment.
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
a
cquired 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, 2026, 2025 and 2024, respectively.
Except as
discussed below, no goodwill
has been impaired during the years ended June 30, 2026, 2025 and 2024, 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, 2026 goodwill impairment loss
The Company
recognized an impairment
loss of $
0.4
million as a
result of the
impairment analysis performed
as of March
31,
2026, related
to goodwill
allocated to
its SwitchPay
reporting unit
within its
Merchant segment.
The impairment
is included
within
the caption impairment loss in the consolidated statement of operations
for the year ended June 30, 2026.
At June 30, 2025, the fair value of the SwitchPay reporting
unit exceeded its carrying value by
50
%. The impairment loss in the
SwitchPay reporting unit
resulted from the termination
of its sole customer
contract during fiscal 2026
which adversely impacted
its
future cash flows, growth prospects and its ability to continue as a going concern.
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 LCM and Lesaka MT reporting units within its Merchant segment, its Lesaka Payouts reporting unit within Consumer
segment and its Lesaka
Alternative Digital Products
Proprietary Limited, formerly
known as EasyPay Proprietary
Limited, (“Lesaka
ADP”)
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 LCM reporting unit exceeded its carrying value
by
11
%.The impairment loss in the LCM
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 Lesaka MT 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
Lesaka 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.
Lesaka ADP was acquired in fiscal
2006. At June 30, 2024, the fair
value of the Lesaka ADP reporting unit
exceeded its carrying
value
by
318
%.
The
impairment
loss
in
the
Lesaka
ADP
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 Lesaka
Hospitality and
Humble reporting
units
(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 Lesaka
Hospitality 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
Lesaka Hospitality
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
Lesaka Cash Management
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
Lesaka MT
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
Lesaka 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
Lesaka ADP
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
In the event that there is a deterioration in the Company’s operating segments, or in any other of the Company’s
businesses, this
may lead
to impairments
in future
periods. Furthermore,
the difficulties
of integrating
acquired businesses
may be
increased by
the
necessity of integrating personnel with disparate
business backgrounds and combining different corporate cultures. The
Company also
may
not
be
able
to
retain
key
customers
of
an
acquired
business
or
realize
cost
efficiencies
or
synergies
or
other
benefits
that
it
anticipated when selecting its acquisition candidates. These factors
may also lead to impairments in future periods.
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Goodwill (continued)
Goodwill has been allocated to the Company’s
reportable segments as follows:
Merchant
Consumer
Enterprise
Carrying value
Balance as of July 1, 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
Impairment loss
(388)
-
-
(388)
Acquisitions (Note 3)
-
-
1,586
1,586
Deconsolidation of Humble (Note 3)
(1,515)
-
-
(1,515)
Foreign currency adjustment
(1)
14,635
495
1,090
16,220
Balance as of June 30, 2026
$
192,366
$
6,522
$
16,410
$
215,298
(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.
The table presents the components of impairment loss for the years ended June
30, 2026 and 2025:
2026
2025
Goodwill impairment loss
$
388
$
17,041
Impairment of right-of-use assets (Note 8)
2,623
-
Impairment of property,
plant and equipment
(1)
989
-
Impairment of intangible assets
35
1,822
Total
$
4,035
$
18,863
(1) During the
nine months ended
March 31, 2026,
the Company commenced
the process to
wind down its
ATM
business and
recognized an impairment
related to ATMs
recorded in property,
plant and equipment to
reduce the carrying amounts
of these assets
to their
estimated recoverable
values. The
recoverable values
were determined
based on
estimated proceeds
expected to
be realized
primarily
through
the
piecemeal
disposal
of
the
assets.
The
Company’s
management
estimated
the
recoverable
values
based
on
observable market
pricing for
similar assets,
adjusted for
the condition,
age and
expected timing
of sale.
These estimates
represent
management’s best estimate of fair
value less costs
to sell. The
fair value measurements associated
with the impairment were
classified
within
Level
3
of
the
fair
value
hierarchy,
as
the
valuation
incorporates
significant
unobservable
inputs,
including
assumptions
regarding
expected
selling
prices and
market
demand
for
used ATM
equipment.
Actual proceeds
may
differ
from
these estimates
a
rising from changes in market conditions or the timing and manner of
disposal.
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
Utilities – technology assets
1,161
4
Utilities – customer relationships
15,010
5
Lesaka Digital 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.
Impairment loss during the years
ended June 30, 2026 and 2025
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
years ended June
30, 2026, 2025
and 2024, respectively,
except for intangible
assets of $
0.04
million and $
1.8
million,
respectively,
related to Lesaka
MT which were
fully impaired during
the years ended
June 30, 2026
and 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.
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Intangible assets (continued)
Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2026, and June 30,
2025:
As of June 30, 2026
As of June 30, 2025
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)
$
153,867
$
(62,220)
$
91,647
$
137,099
$
(41,925)
$
95,174
Customer relationships
(1)
57,862
(26,084)
31,778
53,369
(18,568)
34,801
FTS patent
2,335
(2,335)
-
2,158
(2,158)
-
Brands and trademarks
(1)(2)
19,732
(19,732)
-
18,233
(8,993)
9,240
Total finite-lived
intangible assets
$
233,796
$
(110,371)
$
123,425
$
210,859
$
(71,644)
$
139,215
(1) June
30, 2025,
balances include
the intangible
assets acquired
as part
of the
Adumo acquisition
in October
2024, and
the
Utilities and Lesaka Digital Risk acquisitions in March 2025.
(2)
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 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 aligned in 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
(excluding
the
impact
on
“Adumo”
and
“GAAP”
brands)
in
amortization expense
of $
6.3
million and
$
2.6
million during
the years ended
June 30, 2026
and 2025, respectively,
compared with
the comparative
periods assuming
the original
useful lives.
The change
in the
useful lives
resulted in
a $
4.6
million decrease
in the
Company’s net income from continuing operations for the year ended
June 30, 2026, and did
not have a significant impact
on earnings
per share. 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
the year ended June
30, 2024.
Aggregate
amortization
expense on
the finite-lived
intangible assets
for
the
years
ended June
30,
2026,
2025
and
2024,
was
approximately $
29.7
million, $
22.0
million and $
14.4
million, respectively.
Future estimated annual amortization expense for the next five
fiscal years and thereafter, using the exchange rates that prevailed
on June
30, 2026, 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 2027
$
23,794
Fiscal 2028
23,110
Fiscal 2029
22,383
Fiscal 2030
20,447
Fiscal 2031
16,963
Thereafter
16,728
Total future
estimated annual amortization expense
$
123,425