RECAST | RECAST When preparing the condensed consolidated financial statements as of and for the three and nine months ended December 31, 2022, management determined that certain amounts included in the Company’s condensed consolidated financial statements as of March 31, 2022, required revision due to the closing on May 17, 2022, of the Company's acquisition of two insurance companies in Kazakhstan, a life insurance company, Freedom Life, and a direct insurance carrier, excluding life, health and medical, Freedom Insurance, which were deemed to be entities under common control with the Company since 2018. Prior to the Company's acquisition of these companies, each was wholly owned by the Company's controlling shareholder, chairman and chief executive officer, Timur Turlov, who had previously acquired Freedom Life and Freedom Insurance from a non-related party on February 28, 2018, and August 22, 2018, respectively. The two companies were deemed to be under common control with the Company since the dates when they were acquired by Timur Turlov. The Company acquired these companies from Mr. Turlov at the historical cost paid by him plus amounts he had contributed as additional paid in capital since his purchase. The Company acquired the two companies to expand its presence in the insurance segment. The purchase price for 100% of the outstanding shares of Freedom Insurance was $13,977 and the purchase price for 100% of the outstanding shares of Freedom Life was $12,611. As at December 31, 2022 Freedom KZ had repaid the payable for acquisition of Freedom Life for $13,630. The payment of the consideration for the acquisition of Freedom Insurance is planned to be made in February 2023. As required by ASC 805 Business Combinations, acquisitions with parties under common control are required to have all previously presented periods recast to the date of the initial acquisition by the seller. Accordingly, the financial results of Freedom Life and Freedom Insurance have been consolidated in the condensed consolidated financial statements as of and for the three and nine months ended December 31, 2022, and in the corresponding periods of 2021 for comparative purposes, as if they had been acquired prior to such periods. In addition, because the assets and liabilities to be disposed of in connection with the planned sale of Freedom RU and Freedom Bank RU met the held for sale criteria as of December 31, 2022, such subsidiaries are presented as discontinued operations in accordance with ASC 205 and 360 in the condensed consolidated financial statements as of and for the three and nine months ended December 31, 2022 and in the corresponding periods of 2021 for comparative purposes. For additional information see Note 25 Assets and Liabilities held for sale to the condensed consolidated financial statements. The previously issued Condensed Consolidated Balance Sheet as of March 31, 2022, and Condensed Consolidated Statement of Operations and Statements of Other Comprehensive Income for the three and nine months ended December 31, 2021, have been revised as follows: As of March 31, 2022 As previously reported FF Life acquisition Elimi-nations FF Insurance acquisition Elimi-nations Recast discontinued operations As recasted ASSETS Cash and cash equivalents $ 625,547 $ 1,427 $ (901) $ 371 $ (82) $ (400,898) $ 225,464 Trading securities 1,203,479 8,875 — 68,520 — (122,497) 1,158,377 Restricted cash 553,680 — — — — (5,730) 547,950 Margin lending, brokerage and other receivables, net 357,567 173 (34) 60 (20) (210,087) 147,659 Loans issued 94,797 44 — — — (2,395) 92,446 Other assets 37,725 7,267 — 427 — (18,375) 27,044 Fixed assets, net 21,365 182 — 254 — (3,978) 17,823 Right-of-use asset 15,669 532 — 152 — (8,922) 7,431 Intangible assets, net 5,791 1,489 — 161 — (2,278) 5,163 Goodwill 5,388 359 — 151 — — 5,898 Available-for-sale securities, at fair value 1 161,363 — — — — 161,364 Insurance contract assets — 3,555 — 2,157 — — 5,712 Assets held for sale — — — — — 825,419 825,419 TOTAL ASSETS $ 2,921,009 $ 185,266 $ (935) $ 72,253 $ (102) $ 50,259 $ 3,227,750 LIABILITIES AND SHAREHOLDERS’ EQUITY Securities repurchase agreement obligations $ 775,178 $ 47,691 $ — $ 49,824 $ — $ (32,469) $ 840,224 Customer liabilities 1,417,937 — (901) — (82) (651,326) 765,628 Margin lending and trade payables 45,229 — — 21 (20) (147) 45,083 Liabilities from insurance activity — 106,329 — 13,161 — — 119,490 Current income tax liability 14,556 — — — — — 14,556 Securities sold, not yet purchased – at fair value 14,103 — — — — (238) 13,865 Debt securities issued 99,027 — — — — (64,637) 34,390 Lease liability 15,315 543 — 176 — (8,530) 7,504 Liability arising from continuing involvement 6,447 — — — — — 6,447 Other liabilities 25,542 550 (35) 292 — (4,872) 21,477 Liabilities held for sale — — — — — 812,478 812,478 TOTAL LIABILITIES $ 2,413,334 $ 155,113 $ (936) $ 63,474 $ (102) $ 50,259 $ 2,681,142 Commitments and Contingent Liabilities (Note 26) — — — — — — — SHAREHOLDERS’ EQUITY Preferred stock - $0.001 par value; 20,000,000 shares authorized, no shares issued or outstanding — — — — — — — Common stock - $0.001 par value; 500,000,000 shares authorized; 59 9,465 (9,465) 15,577 (15,577) — 59 Additional paid in capital 141,340 — 16,499 — 16,906 — 174,745 Retained earnings 426,563 28,131 (6,666) (4,811) (1,293) — 441,924 Accumulated other comprehensive loss (53,291) (7,443) (368) (1,987) (36) — (63,125) TOTAL FRHC SHAREHOLDERS’ EQUITY $ 514,671 $ 30,153 $ — $ 8,779 $ — $ — $ 553,603 Non-controlling interest (6,996) 1 — — — — (6,995) TOTAL SHAREHOLDERS’ EQUITY $ 507,675 $ 30,154 $ — $ 8,779 $ — $ — $ 546,608 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,921,009 $ 185,267 $ (936) $ 72,253 $ (102) $ 50,259 $ 3,227,750 Three months ended December 31, 2021 As previously reported * FF Life acquisition Elimi-nations FF Insurance acquisition Elimi-nations Recast discontinued operations As restated Revenue: Fee and commission income $ 117,316 $ — $ — $ (3) $ — $ (25,905) $ 91,408 Net gain on trading securities 403 490 — 159 — 6,611 7,663 Interest income 27,828 6,534 — 2,324 — (3,029) 33,657 Insurance underwriting income — 18,030 — 3,364 — — 21,394 Net gain on foreign exchange operations 451 239 — 16 — 655 1,361 Net loss on derivative (314) — — — — — (314) TOTAL REVENUE, NET 145,684 25,293 — 5,860 — (21,668) 155,169 Expense: Fee and commission expense 22,716 3,946 — 196 — (2,076) 24,782 Interest expense 20,799 1,606 — 1,850 — (2,365) 21,890 Insurance claims incurred, net of reinsurance — 13,246 — 3,040 — — 16,286 Operating expense 50,496 1,681 — 1,657 — (22,253) 31,581 Provision for impairment losses 45 — — (365) — (13) (333) Other expense, net (64) 1,073 — — — (30) 979 TOTAL EXPENSE 93,992 21,552 — 6,378 — (26,737) 95,185 INCOME/(LOSS) BEFORE INCOME TAX 51,692 3,741 — (518) — 5,069 59,984 Income tax (expense)/benefit (806) 12 (50) (962) (1,806) INCOME/(LOSS) FROM CONTINUING OPERATIONS 50,886 3,753 — (568) — 4,107 58,178 Loss before income tax (expense)/benefit of discontinued operation — — — — — (5,067) (5,067) Income tax benefit of discontinued operations — — — — — 962 962 Loss from discontinued operation — — — — (4,105) (4,105) NET INCOME/LOSS $ 50,886 $ 3,753 $ — $ (568) $ — $ 2 $ 54,073 Less: Net loss attributable to non-controlling interest in subsidiary (343) — — — — — (343) NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 51,229 $ 3,753 $ — $ (568) $ — $ 2 $ 54,416 OTHER COMPREHENSIVE INCOME Change in unrealized gain on investments available-for-sale, net of tax effect — (1,063) — — — — (1,063) Reclassification adjustment for net realized gain on available-for-sale investments disposed of in the period, net of tax effect — 953 — — — — 953 Foreign currency translation adjustments (7,336) (1,284) — (2,702) — 2,672 (8,650) OTHER COMPREHENSIVE LOSS (7,336) (1,394) — (2,702) — 2,672 (8,760) COMPREHENSIVE INCOME/(LOSS) BEFORE NON-CONTROLLING INTERESTS $ 43,550 $ 2,359 $ — $ (3,270) $ — $ 2,674 $ 45,313 Less: Comprehensive loss attributable to non-controlling interest in subsidiary (343) — — — — — (343) COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 43,893 $ 2,359 $ — $ (3,270) $ — $ 2,674 $ 45,656 For the three months ended December 31, 2021, the Company’s EPS as reported was 0.86 for basic and diluted EPS. Due to the items noted above, the Company’s EPS has been recast to 0.98, (0.09), and 0.91 for basic and diluted EPS for continuing operations, discontinued operations, and total EPS, respectively. Nine months ended December 31, 2021 As previously reported * FF Life acquisition Elimi-nations FF Insurance acquisition Elimi-nations Recast discontinued operations As restated Revenue: Fee and commission income $ 327,966 $ — $ (91) $ 86 $ (161) $ (65,251) 262,549 Net gain on trading securities 185,554 1,090 — 1,587 — 9,716 197,947 Net realized loss on investments available for sale — — — — — — Interest income 69,259 16,634 — 6,541 — (9,920) 82,514 Insurance underwriting income — 42,091 — 9,400 — — 51,491 Net gain on foreign exchange operations 885 277 — 26 — 2,888 4,076 Net loss on derivative (1,028) — — — — — (1,028) TOTAL REVENUE, NET 582,636 60,092 (91) 17,640 (161) (62,567) 597,549 Expense: Fee and commission expense 67,547 7,074 (91) 558 (161) (6,301) 68,626 Interest expense 51,256 3,604 — 4,816 — (6,824) 52,852 Insurance claims incurred, net of reinsurance — 31,862 — 9,234 — — 41,096 Operating expense 117,384 4,293 — 4,935 — (53,840) 72,772 Provision for impairment losses 704 — — 297 — (90) 911 Other expense/(income), net 600 1,949 — (3) — (120) 2,426 TOTAL EXPENSE 237,491 48,782 (91) 19,837 (161) (67,175) 238,683 INCOME BEFORE INCOME TAX 345,145 11,310 — (2,197) — 4,608 358,866 Income tax expense (38,037) 11 — (57) — (943) (39,026) INCOME FROM CONTINUING OPERATIONS 307,108 11,321 — (2,254) — 3,665 319,840 Income/(loss) before income tax(expense)/benefit of discontinued operation — — — — — (4,609) (4,609) Income tax (expense)/benefit of discontinued operations — — — — — 953 953 Income from discontinued operation — — — — — (3,656) (3,656) NET INCOME $ 307,108 $ 11,321 $ — $ (2,254) $ — $ 9 $ 316,184 Less: Net loss attributable to non-controlling interest in subsidiary (415) — — — — — (415) NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 307,523 11,321 — (2,254) — $ 9 $ 316,599 OTHER COMPREHENSIVE INCOME Change in unrealized gain on investments available-for-sale, net of tax effect — (1,789) — — — — (1,789) Reclassification adjustment relating to available-for-sale investments disposed of in the period, net of tax effect — 1,606 — — — — 1,606 Foreign currency translation adjustments (3,106) (1,213) — (2,702) 2,574 (4,447) OTHER COMPREHENSIVE INCOME (3,106) (1,396) — (2,702) — 2,574 (4,630) COMPREHENSIVE INCOME BEFORE NON-CONTROLLING INTERESTS $ 304,002 $ 9,925 $ — $ (4,956) $ — $ 2,583 $ 311,554 Less: Comprehensive loss attributable to non-controlling interest in subsidiary (415) — — — — — (415) COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS 304,417 9,925 — (4,956) — 2,583 311,969 For the nine months ended December 31, 2021, the Company’s EPS as reported was 5.18 for basic and diluted EPS. Due to the items noted above, the Company’s EPS has been recast to 5.40, (0.08), and 5.34 for basic and diluted EPS for continuing operations, discontinued operations, and total EPS, respectively. *amounts with restatement in fee and commission income and interest income, for more information please see Note 4 Restatement. |