Recast | RECAST When preparing the consolidated financial statements as of and for the year ended March 31, 2023, management determined that certain amounts included in the Company’s consolidated financial statements as of March 31, 2022 and 2021, 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 are 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. During the year ended March 31,2023 Freedom KZ has fully repaid the payable for acquisitions of Freedom Life and Freedom Insurance. The financial results of Freedom Life and Freedom Insurance have been consolidated in financial statements as of and for the year ended March 31, 2022, and in the corresponding periods of 2021 for comparative purposes, as if they had been acquired prior to such periods. The previously issued Consolidated Balance Sheet as of March 31, 2022, and Consolidated Statements of Operations and Statements of Other Comprehensive Income for the year ended March 31, 2022 and March 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 As recasted ASSETS Cash and cash equivalents $ 224,663 $ 1,429 $ (917) $ 371 $ (82) $ 225,464 Restricted cash 547,950 — — — — 547,950 Trading securities 1,080,982 8,875 — 68,520 — 1,158,377 Available-for-sale securities, at fair value 1 161,363 — — — 161,364 Margin lending, brokerage and other receivables, net 147,480 172 (34) 61 (20) 147,659 Loans issued 92,403 43 — — — 92,446 Fixed assets, net 17,387 182 — 254 — 17,823 Intangible assets, net 3,512 1,490 — 161 — 5,163 Goodwill 5,388 359 — 151 — 5,898 Right-of-use asset 6,747 532 — 152 — 7,431 Insurance contract assets — 3,555 — 2,157 — 5,712 Other assets, net 19,351 9,863 — 427 — 29,641 Assets held for sale 825,419 — — — — 825,419 TOTAL ASSETS $ 2,971,283 $ 187,863 $ (951) $ 72,254 $ (102) $ 3,230,347 LIABILITIES AND SHAREHOLDERS’ EQUITY Securities repurchase agreement obligations $ 742,710 $ 47,690 $ — $ 49,824 $ — $ 840,224 Customer liabilities 766,627 — (917) — (82) 765,628 Margin lending and trade payables 45,082 — — 21 (20) 45,083 Liabilities from insurance activity — 108,925 — 13,162 — 122,087 Current income tax liability 14,556 — — — — 14,556 Securities sold, not yet purchased – at fair value 13,865 — — — — 13,865 Debt securities issued 34,390 — — — — 34,390 Lease liability 6,785 543 — 176 — 7,504 Liability arising from continuing involvement 6,447 — — — — 6,447 Other liabilities 20,668 551 (34) 292 — 21,477 Liabilities held for sale 812,478 — — — — 812,478 TOTAL LIABILITIES $ 2,463,608 $ 157,709 $ (951) $ 63,475 $ (102) $ 2,683,739 Commitments and Contingent Liabilities (Note 31) — — — — — — 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; 59,542,212 shares issued and outstanding as of March 31, 2022 59 9,465 (9,464) 15,576 (15,577) 59 Additional paid in capital 141,340 — 16,498 — 16,907 174,745 Retained earnings 426,563 28,132 (6,665) (4,812) (1,294) 441,924 Accumulated other comprehensive loss (53,291) (7,444) (369) (1,985) (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 $ 2,971,283 $ 187,863 $ (951) $ 72,254 $ (102) $ 3,230,347 Year ended March 31, 2022 As previously reported FF Life acquisition Elimi-nations FF Insurance acquisition Elimi-nations As recasted Revenue: Fee and commission income $ 335,444 $ — $ — $ 83 $ (316) $ 335,211 Net gain/(loss) on trading securities 156,345 (1,283) — 190 — 155,252 Interest income 90,153 23,027 — 8,429 — 121,609 Insurance underwriting income — 60,526 — 12,455 — 72,981 Net gain on foreign exchange operations 1,979 1,615 — 197 — 3,791 Net gain on derivatives 946 — — — — 946 TOTAL REVENUE, NET 584,867 83,885 — 21,354 (316) 689,790 Expense: Fee and commission expense 73,243 12,289 — 693 (316) 85,909 Interest expense 65,449 5,194 — 6,304 — 76,947 Insurance claims incurred, net of reinsurance — 42,606 — 11,841 — 54,447 Payroll and bonuses 39,779 3,624 — 2,885 — 46,288 Professional services 12,123 106 — 453 — 12,682 Stock compensation expense 7,859 — — — — 7,859 Advertising expense 10,059 — — 1,857 — 11,916 General and administrative expense 18,744 3,516 — 1,273 — 23,533 Provision for impairment losses 2,206 — — 296 — 2,502 Other expense/(income), net 1,312 2,708 — (6) — 4,014 TOTAL EXPENSE 230,774 70,043 — 25,596 (316) 326,097 NET INCOME/(LOSS) BEFORE INCOME TAX 354,093 13,842 — (4,242) — 363,693 Income tax (expense)/benefit (38,529) (54) — 13 — (38,570) INCOME/(LOSS) FROM CONTINUING OPERATIONS 315,564 13,788 — (4,229) — 325,123 Loss before income tax (expense)/benefit of discontinued operations (117,199) — — — — (117,199) Income tax benefit of discontinued operations 13,004 — — — — 13,004 Loss from discontinued operations (104,195) — — — — (104,195) NET INCOME/(LOSS) $ 211,369 $ 13,788 $ — $ (4,229) $ — $ 220,928 Less: Net loss attributable to non-controlling interest in subsidiary (6,566) — — — — (6,566) NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 217,935 $ 13,788 $ — $ (4,229) $ — $ 227,494 OTHER COMPREHENSIVE INCOME Change in unrealized gain on investments available-for-sale, net of tax effect — (4,292) — — — (4,292) Reclassification adjustment for net realized gain on available-for-sale investments disposed of in the period, net of tax effect — 2,222 — — — 2,222 Foreign currency translation adjustments (17,245) (2,014) — (1,363) — (20,622) OTHER COMPREHENSIVE (LOSS)/INCOME (17,245) (4,084) — (1,363) — (22,692) COMPREHENSIVE INCOME/(LOSS) BEFORE NON-CONTROLLING INTERESTS $ 194,124 $ 9,704 $ — $ (5,592) $ — $ 198,236 Less: Comprehensive loss attributable to non-controlling interest in subsidiary (6,566) — — — — (6,566) COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ 200,690 $ 9,704 $ — $ (5,592) $ — $ 204,802 For the year ended March 31, 2022, the Company’s EPS as reported was 5.43 for both basic and diluted EPS for continuing operations, (1.75) for both basic and diluted EPS for discontinued operations, and 3.67 for both basic and diluted total EPS. Due to the items noted above, the Company’s EPS has been recast to 5.59 for both basic and diluted EPS for continuing operations, to (1.75) for both basic and diluted EPS for discontinued operations, and to 3.84 for both basic and diluted total EPS. Year ended March 31, 2021 As previously reported FF Life acquisition Elimi-nations FF Insurance acquisition Elimi-nations As recasted Revenue: Fee and commission income $ 215,996 $ — $ — $ 188 $ (176) $ 216,008 Net gain on trading securities 25,911 966 — 1,930 — 28,807 Interest income 22,815 11,818 — 3,841 — 38,474 Insurance underwriting income — 54,412 — 8,539 — 62,951 Net gain/(loss) on foreign exchange operations 1,143 (443) — (143) — 557 Net gain on derivatives 86 — — — — 86 TOTAL REVENUE, NET 265,951 66,753 — 14,355 (176) 346,883 Expense: Fee and commission expense 65,978 4,383 — 352 (176) 70,537 Interest expense 18,606 1,605 — 2,233 — 22,444 Insurance claims incurred, net of reinsurance — 46,754 — 5,651 — 52,405 Payroll and bonuses 17,941 3,172 — 2,322 23,435 Professional services 3,980 148 — 302 4,430 Stock compensation expense 114 — — — 114 Advertising expense 5,027 119 — 1,944 6,971 General and administrative expense 8,391 1,304 — 1,314 (10) 11,118 Provision for impairment losses 1,517 73 — — — 1,590 Other (income)/expense, net (106) 2,359 — (229) 10 2,034 TOTAL EXPENSE 121,448 59,917 — 13,889 (176) 195,078 NET INCOME BEFORE INCOME TAX 144,503 6,836 — 466 — 151,805 Income tax (expense)/benefit (23,362) 8 — 47 — (23,307) INCOME FROM CONTINUING OPERATIONS 121,141 6,844 — 513 — 128,498 Income before income tax expense of discontinued operation 28,518 — — — — 28,518 Income tax expense of discontinued operations (6,735) — — — — (6,735) Income from discontinued operations 21,783 — — — — 21,783 NET INCOME $ 142,924 $ 6,844 $ — $ 513 $ — $ 150,281 Less: Net income attributable to non-controlling interest in subsidiary 631 — — — — 631 NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 142,293 $ 6,844 $ — $ 513 $ — $ 149,650 OTHER COMPREHENSIVE INCOME Change in unrealized gain on investments available-for-sale, net of tax effect — (304) — — — (304) Reclassification adjustment for net realized gain on available-for-sale investments disposed of in the period, net of tax effect 71 2,021 — — — 2,092 Foreign currency translation adjustments, net of tax effect 1,857 10,866 — (9,936) — 2,787 OTHER COMPREHENSIVE INCOME/(LOSS) 1,928 12,583 — (9,936) — 4,575 COMPREHENSIVE INCOME/(LOSS) BEFORE NON-CONTROLLING INTERESTS $ 144,852 $ 19,427 $ — $ (9,423) $ — $ 154,856 Less: Comprehensive income attributable to non-controlling interest in subsidiary 631 — — — — 631 COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ 144,221 $ 19,427 $ — $ (9,423) $ — $ 154,225 For the year ended March 31, 2021, the Company’s EPS as reported was 2.06 for both basic and diluted EPS for continuing operations, 0.37 for both basic and diluted EPS for discontinued operations, 2.44 for basic total EPS, and 2.43 for diluted total EPS. Due to the items noted above, the Company’s EPS has been recast to 2.19 for both basic and diluted EPS for continuing operations, to 0.37 for both basic and diluted EPS for discontinued operations, and to 2.56 for both basic and diluted total EPS, respectively. |