3. ACQUISITIONS

The cash paid, net of cash received related to the Company's various acquisitions during the years ended June 30, 2014, 2013 and 2012 are summarized in the table below:


		2014		2013		2012
Net1 Mobile Solutions Proprietary Limited ("N1MS") (formerly Pbel)	$	-	$	1,913	$	-
SmartSwitch Botswana (Proprietary) Limited ("SmartSwitch Botswana")		-		230		-
The Smart Life Insurance Company Limited ("Smart Life")		-		-		1,673
Prepaid business		-		-		4,481
Total cash paid, net of cash received	$	-	$	2,143	$	6,154

2014 acquisitions

None.

2013 acquisitions

SmartSwitch Botswana (Proprietary) Limited

On December 7, 2012, the Company acquired 50% of the outstanding and issued ordinary shares in SmartSwitch Botswana, a Botswana private company, for BWP 6.3 million (approximately $0.8 million) in cash. As a result of this transaction, SmartSwitch Botswana is now a wholly-owned subsidiary and is consolidated in the Company's financial statements. SmartSwitch Botswana had previously been recorded as an equity-accounted investment. SmartSwitch Botswana has been allocated to the Company's International transaction processing operating segment.

N1MS (formerly Pbel)

On September 14, 2012, the Company acquired all of the outstanding and issued ordinary shares in N1MS, a South African private company, for ZAR 33 million (approximately $3.8 million). ZAR 23 million of the purchase price was paid in cash and the remaining ZAR 10 million was paid by issuing 142,236 shares of the Company's common stock, which are earned by the sellers to the extent that N1MS achieves certain pre-defined financial performance milestones over a three-year measurement period. The 142,236 shares are divided into three equal tranches of 47,412 shares and the sellers earn the shares for each tranche only if the milestones for that particular tranche are achieved. However, the sellers will be entitled to earn all 142,236 shares if the cumulative pre-defined N1MS projected profit over the measurement period is achieved or if the Company decides to abandon its Mobile Virtual Card initiative. During the years ended June 30, 2014 and 2013, N1MS achieved its pre-defined financial performance milestones and the sellers earned 47,412 shares of the Company's common stock in each year.

The Company had historically engaged the services of N1MS to perform software development services, primarily software utilized on mobile phones and by cash-accepting kiosks. All software developed was the Company's property. Prior to the acquisition, N1MS was jointly owned by the Company's chief executive officer, Dr. Serge Belamant and his son, Mr. Philip Marc Belamant. Dr. Belamant is a non-employee director of N1MS and Mr. Philip Marc Belamant is its chief executive officer. Prior to the acquisition, Mr. Philip Marc Belamant was not employed by the Company. See also Note 25.

The Company believes that the acquisition of N1MS is important in the execution of its strategy to commercialize and develop its world-wide virtual card patents and to supply secure, leading-edge technological solutions to the global payments market with particular focus on mobile-based payment solutions. N1MS has been allocated to the Company's South African transaction processing operating segment.

The final purchase price allocation of SmartSwitch Botswana and N1MS acquisitions, translated at the foreign exchange rates applicable on the date of acquisition, is provided in the table below:


		SmartSwitch
		Botswana			N1MS			Total
Cash and cash equivalents	$	584		$	660		$	1,244
Accounts receivable, net		-			234			234
Inventory		150			-			150
Other current assets		-			-			-
Property, plant and equipment, net		472			92			564
Intangible assets (Note 9)		-			1,785			1,785
Goodwill (Note 9)		657			1,710			2,367
Other payables		(218	)		(65	)		(283	)
Income taxes payable		-			(93	)		(93	)
Deferred tax liabilities		(17	)		(494	)		(511	)
Fair value of assets and liabilities on acquisition		1,628			3,829			5,457
Less: gain on re-measurement of previously held interest in
SmartSwitch Botswana		(328	)		-			(328	)
Less: carrying value of SmartSwitch Botswana, an equity
accounted investment, at the acquisition date		(486	)		-			(486	)
Total purchase price	$	814		$	3,829		$	4,643

Pro forma results of operations have not been presented because the effect of the SmartSwitch and N1MS acquisitions, individually and in the aggregate, were not material to the Company. During the year ended June 30, 2013, the Company incurred acquisition-related expenditure of $0.1 million related to these acquisitions. Since the closing of the SmartSwitch Botswana acquisition, it has contributed revenue and net income of $0.7 million and $0.02 million, respectively, for the year ended June 30, 2013. Since the closing of the N1MS acquisition, it has contributed revenue and incurred a net loss, after acquired intangible asset amortization, net of taxation, of $1.1 million and $0.5 million, respectively, for the year ended June 30, 2013.

2012 acquisitions

Acquisition of prepaid airtime and electricity business

On October 3, 2011, the Company acquired the South African prepaid airtime and electricity businesses of Eason & Son, Ltd ("Eason"), an Irish private limited company, for approximately $4.5 million in cash. The principal assets acquired comprise prepaid airtime and electricity businesses customer list, accounts receivable books, inventory and a perpetual license to utilize Eason's internally developed transaction-based system software ("EBOS").

The business has been integrated with EasyPay and allocated to the Company's South African transaction processing operating segment.

Smart Life

On July 1, 2011, the Company acquired Smart Life (formerly known as Saambou Life Assurers Limited), a South African long-term insurance company, for ZAR 13.0 million (approximately $1.8 million) in cash. Prior to its acquisition by the Company, Smart Life had been administered as a ring-fenced life-insurance license by a large South African insurance company, had not written any new insurance business for a number of years and had reinsured all of its risk exposure under its life insurance products. Smart Life has been allocated to the Company's Financial inclusion and applied technologies operating segment. In November 2011, the Company sold 10% of Smart Life to a strategic partner for $0.1 million and recognized a loss on sale of $0.08 million.

The acquisition of Smart Life provides the Company with an opportunity to offer relevant insurance products directly to its existing customer and employee base in South Africa.

The final purchase price allocation of the prepaid business and Smart Life acquisitions, translated at the foreign exchange rates applicable on the date of acquisition, are provided in the table below:


	Prepaid business			Smart Life			Total
Accounts receivable, net	$	1,083		$	152		$	1,235
Inventory		305			-			305
Customer relationships		895			-			895
Software and unpatented technology		2,449			-			2,449
Deferred tax liability		(251	)		-			(251	)
Cash and cash equivalents		-			169			169
Financial investments (allocated to other long-term assets)		-			3,059			3,059
Reinsurance assets (allocated to other long-term assets)		-			28,492			28,492
Other payables		-			(185	)		(185	)
Policy holder liabilities (allocated to other long-term liabilities)		-			(29,845	)		(29,845	)
Total purchase price	$	4,481		$	1,842		$	6,323

During the year ended June 30, 2012, the Company did not incur transaction-related expenditures related to these acquisitions.

KSNET Inc. ("KSNET") - final settlement in December 2011

On October 29, 2010, the Company acquired KSNET for KRW 270 billion (approximately $240 million based on exchange rates on October 29, 2010), and a post-closing working capital adjustment. In December 2011, the Company received $4.9 million, in cash, in final settlement of any and all claims and contractual adjustments between the Company and the former shareholders of KSNET. This amount was applied against the goodwill recognized on the acquisition of KSNET and has reduced the goodwill balance. As required by the Company's South Korean debt agreement, the Company used the settlement proceeds to prepay a portion of its outstanding debt thereunder. The prepayment was made on January 30, 2012.