Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | BMB MUNAI INC | |
Entity Central Index Key | 924,805 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 490,000,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 34,161 | $ 21,831 |
Restricted cash | 14,544 | 12,619 |
Trading securities | 91,228 | 81,575 |
Available-for-sale securities, at fair value | 2 | 2 |
Brokerage and other receivables | 19,806 | 481 |
Other assets | 1,445 | 691 |
Deferred tax assets | 801 | 1,026 |
Fixed assets | 1,461 | 1,041 |
Goodwill | 936 | 981 |
Loans issued | 212 | 65 |
TOTAL ASSETS | 164,596 | 120,312 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Derivative liability | 0 | 495 |
Debt securities issued | 3,956 | 3,459 |
Customer liabilities | 15,714 | 7,543 |
Current income tax liability | 0 | 149 |
Trade payables | 7,016 | 235 |
Deferred distribution payments | 8,534 | 8,534 |
Securities repurchase agreement obligation | 70,833 | 56,289 |
Other liabilities | 529 | 372 |
TOTAL LIABILITIES | 106,582 | 77,076 |
STOCKHOLDERS’ EQUITY | ||
Common stock - $0.001 par value; 500,000,000 shares authorized; 490,000,000 shares outstanding as of June 30, 2017 and March 31, 2017, respectively | 490 | 490 |
Preferred stock - $0.001 par value; 20,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Additional paid in capital | 40,949 | 32,785 |
Retained earnings | 25,232 | 16,860 |
Accumulated other comprehensive loss | (8,657) | (6,899) |
TOTAL STOCKHOLDERS’ EQUITY | 58,014 | 43,236 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 164,596 | $ 120,312 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 |
SHAREHOLDERS' EQUITY | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 490,000,000 | 490,000,000 |
Common stock, outstanding shares | 490,000,000 | 490,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||
Fee and commission income | $ 2,855 | $ 495 |
Net gain/(loss) on trading securities | 7,009 | (281) |
Interest income | 2,584 | 737 |
Net gain on derivative | 490 | 0 |
Net gain on foreign exchange operations | 617 | 90 |
TOTAL REVENUE | 13,555 | 1,041 |
Expense: | ||
Interest expense | 1,987 | 570 |
Fee and commission expense | 238 | 64 |
Operating expense | 2,911 | 2,057 |
Other expense, net | 78 | 48 |
TOTAL EXPENSE | 5,214 | 2,739 |
NET INCOME/(LOSS) BEFORE INCOME TAX | 8,341 | (1,698) |
Income tax benefit | 31 | 463 |
NET INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | 8,372 | (1,235) |
Less: Net income attributable to noncontrolling interest in subsidiary | 0 | 7 |
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | 8,372 | (1,242) |
OTHER COMPREHENSIVE INCOME/(LOSS) | ||
Change in unrealized gain on investments available-for-sale, net of tax effect | 0 | 3 |
Foreign currency translation adjustments, net of tax | (1,758) | 1,038 |
COMPREHENSIVE INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | 6,614 | (201) |
Less: Comprehensive income attributable to noncontrolling interest in subsidiary | 0 | 7 |
COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 6,614 | $ (208) |
BASIC AND DILUTED NET INCOME/ (LOSS) PER COMMON SHARE | $ 0.03 | $ 0 |
Weighted average shares outstanding | 282,643,429 | 280,339,467 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 8,372 | $ (1,235) |
Adjustments to reconcile net income (loss) from operating activities: | ||
Depreciation and amortization | 65 | 54 |
Change in deferred taxes | 173 | (428) |
Unrealized gain on trading securities | 1,627 | 940 |
Net gain on derivative | (490) | 0 |
Changes in operating assets and liabilities: | ||
Trading securities | (15,515) | (4,757) |
Brokerage and other receivables | (20,019) | 250 |
Other assets | (810) | (1,884) |
Loans issued | (155) | 2 |
Customer liabilities | 8,813 | 1,813 |
Trade payables | 7,017 | 312 |
Securities repurchase agreement obligation | 17,720 | 5,922 |
Other liabilities | 173 | 1,287 |
Current income tax liability | (147) | (50) |
Cash flows from operating activities | 6,824 | 2,226 |
Cash Flows From Investing Activities | ||
Purchase of fixed assets | (484) | (59) |
Acquisition of FFIN Bank | 0 | (2,771) |
Proceeds on sale of investments available-for-sale | 0 | (2) |
Net cash flows used in investing activities | (484) | (2,832) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of debt securities | 811 | 0 |
Repurchase of debt securities | (153) | 0 |
Proceeds from loans issued | 6 | 1,379 |
Capital contributions | 8,164 | 3,129 |
Net cash flows from financing activities | 8,828 | 4,508 |
Effect of changes in foreign exchange rates on cash and cash equivalents | (913) | 479 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 14,255 | 4,381 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 34,450 | 18,985 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 48,705 | 23,366 |
Supplemental disclosure of cash flow information: | ||
Income tax paid | 159 | 28 |
Cash paid for interest | $ 1,844 | $ 583 |
1. Description of Business
1. Description of Business | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Description of Business | Overview BMB Munai, Inc. (“BMBM”) is a Nevada corporation whose wholly owned subsidiaries are engaged in the securities brokerage, financial services and banking industries in Russia and Kazakhstan. On November 23, 2015, BMBM entered into a Share Exchange and Acquisition Agreement with Timur Turlov (the “Acquisition Agreement”) with the intent to build an international, broadly based brokerage and financial services firm to meet the growing demand from an increasing number of investors in Russia and Kazakhstan for access to the financial opportunities, relative stability, and comprehensive regulatory reputation of the U.S. securities markets. On November 23, 2015, BMBM acquired 100% of the outstanding common stock of FFIN Securities, Inc., (“FFIN”) from Mr. Turlov. On June 29, 2017, BMBM closed the acquisition of LLC Investment Company Freedom Finance (Russia) (“Freedom RU”). The acquisition of Freedom RU included the securities brokerage and financial services business conducted by it in Russia, along with its wholly owned subsidiaries: JSC Freedom Finance (Kazakhstan) (“Freedom KZ”), and the securities brokerage and financial services business conducted by it in Kazakhstan; LLC FFIN Bank (Russia) (“FFIN Bank”), and the banking business conducted by it in Russia, LLC First Stock Store (Russia) (“FSS”), and the online securities marketplace it provides to Russian investors, and Branch Office of IC LLC Freedom Finance in Kazakhstan, (Kazakhstan) (“KZ Branch”) organized to serve as the representative office of Freedom RU in Kazakhstan. Pursuant to the terms of the Acquisition Agreement, BMBM also has the right to acquire from Mr. Turlov 100% of the equity interests of FFINEU Investments Limited (Cyprus) (“Freedom CY”), and the securities brokerage and financial services business conducted by it in Cyprus. BMBM and Mr. Turlov are currently working with the Cyprus Securities and Exchange Commission to obtain necessary regulatory approval to transfer ownership to BMBM. Unless otherwise specifically indicated or as is otherwise contextually required, BMBM, FFIN, Freedom RU, Freedom KZ, FFIN Bank, FSS and KZ Branch are collectively referred to herein as the “Company”. The Company operates its securities brokerage and financial services businesses in Russia and Kazakhstan through Freedom RU and Freedom KZ. The Company operates its banking business in Russia through FFIN Bank. Through Freedom CY, Freedom RU and Freedom KZ provide their Russian and Kazakhstani customers access to the U.S. securities markets. Freedom RU is a member of the Moscow and MICEX Stock Exchanges and Freedom KZ is a member of the Kazakhstan Stock Exchange and, along with FFIN Bank are subject to regulatory capital and other requirements. Freedom RU and Freedom KZ carry securities accounts for customers or perform custodial functions relating to customer securities. FFIN bank carries depository accounts for customers and performs custodial functions relating to customer deposits. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Summary of Significant Accounting Policies | Accounting principles The Company’s accounting policies and accompanying condensed consolidated financial statements conform to accounting principles generally accepted in the United States of America (US GAAP). These financial statements have been prepared on the accrual basis of accounting. Basis of presentation The Company’s condensed consolidated financial statements present the consolidated accounts of BMBM, FFIN, Freedom RU, Freedom KZ, FSS, FFIN Bank and KZ Branch. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report on Form 10-K for the year ended March 31, 2017, which was filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2017. The condensed consolidated financial information as of March 31, 2017, has been derived from the audited consolidated financial statements not included herein. Operating results for the three-month period ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from those estimates. Revenue and expense recognition The Company earns interest and noninterest income from various sources, including: ● Securities, derivatives and foreign exchange activities; and ● Bank deposits. The Company earns fees and commissions from: ● Providing brokerage services; ● Providing banking services (money transfers, foreign exchange operations and other); ● Agency fees; ● Revenue earned on interest-earning assets, including unearned income and the amortization/accretion of premiums or discounts recognized on debt securities, bank deposits and loans issued is recognized based on the constant effective yield of the financial instrument or based on other applicable accounting guidance; and ● Service charges on brokerage, banking and agency services are recognized when earned. Brokerage fees and gains and losses on the sale of securities and certain derivatives are recognized on a trade-date basis. The Company recognizes revenue when four basic criteria have been met: ● Existence of persuasive evidence that an arrangement exists; ● Delivery has occurred or services have been rendered; ● The seller’s price to the buyer is fixed and determinable; and ● Collectability is reasonably assured. Functional currency Management has adopted ASC 830, Foreign Currency Translation Matters as it pertains to its foreign currency translation. The Company’s functional currencies are the Russian ruble and Kazakhstani tenge, and its reporting currency is the US dollar. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, as of the date of these financial statements, entered into any derivative instruments to offset the impact of foreign currency fluctuations. Cash and cash equivalents Cash and cash equivalents are generally comprised of certain highly liquid investments with maturities of three months or less at the date of purchase. Cash and cash equivalents include securities received under agreement to repurchase which are recorded at the amounts at which the securities were acquired or sold plus accrued interest. Securities repurchase and reverse repurchase agreements Securities purchased under agreements to resell (“reverse repurchase agreements”) are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will resold, including accrued interest. An agreement to transfer a financial asset to another party in exchange for cash or other consideration and a concurrent obligation to reacquire the financial assets at a future date for an amount equal to the cash or other consideration exchanged plus interest is referred to herein as a (“repurchase agreement”). These agreements are accounted for as financing transactions. Financial assets transferred under repurchase agreements are retained in the financial statements and consideration received under these agreements is recorded as collateralized deposit received within repurchase agreements. Assets purchased under reverse repurchase agreements are recorded in the financial statements as cash placed on deposit collateralized by securities and other assets and are classified within cash and cash equivalents or due from banks. The Company enters into securities repurchase agreements and securities lending transactions under which it receives or transfers collateral in accordance with normal market practice. Under standard terms for repurchase transactions, the recipient of collateral has the right to sell or repledge the collateral, subject to returning equivalent securities on settlement of the transaction. Investments available-for-sale Financial assets categorized as available-for-sale (“AFS”) are non-derivatives that are either designated as available-for-sale or not classified as (a) loans and receivables, (b) held to maturity investments or (c) trading securities. Listed shares and listed redeemable notes held by the Company that are traded in an active market are classified as AFS and are stated at fair value. The Company has investments in unlisted shares that are not traded in an active market but that are also classified as investments AFS and stated at fair value (because Company management considers that fair value can be reliably measured). Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the investments revaluation reserve, with the exception of other-than-temporary impairment losses, interest calculated using the effective interest method, dividend income and foreign exchange gains and losses on monetary assets, which are recognized in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. Investments in nonconsolidated managed funds are accounted for at fair value based on the net asset value (“NAV”) of the funds provided by the fund managers with gains or losses included in net gain on trading securities in the Consolidated Statements of Operations and Statements of other Comprehensive Income. Trading securities Financial assets are classified as trading securities if the financial asset has been acquired principally for the purpose of selling it in the near term. Trading securities are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend and interest earned on the financial asset and is included in ‘interest income’, in the Consolidated Statements of Operations and Statements of Other Comprehensive Income. Debt securities issued Debt securities issued are initially recognized at the fair value of the consideration received, less directly attributable transaction costs. Subsequently, amounts due are stated at amortized cost and any difference between net proceeds and the redemption value is recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income over the period of the borrowings using the effective interest method. If the Company purchases its own debt, it is removed from the Consolidated Balance Sheets and the difference between the carrying amount of the liability and the consideration paid is recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income. Brokerage and other receivables Brokerage and other receivables comprise commissions and receivables related to the securities brokerage and banking activity of the Company. At initial recognition, brokerage and other receivables are recognized at fair value. Subsequently, brokerage and other receivables are carried at cost. Brokerage and other receivables are carried net of any allowance for impairment losses. Impairment of long lived assets In accordance with the accounting guidance for the impairment or disposal of long-lived assets, the Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. As of June 30, 2017 and March 31, 2017, the Company had not recorded any charges for impairment of long-lived assets. Impairment of goodwill As of June 30, 2017, goodwill recorded in Company's Consolidated Balance Sheets totaled $936. The Company performs an impairment review at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal the excess. In annual goodwill impairment test the Company estimated the fair value of reporting unit based on the income approach (also known as the discounted cash flow ("DCF") method) and as a result of the test, fair value of the Company's goodwill exceeded carrying amount of reporting unit's goodwill. Income taxes The Company recognizes deferred tax liabilities and assets based on the difference between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Current income tax expenses are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income. The Company will include interest and penalties arising from the underpayment of income taxes in the Consolidated Statements of Operations and Other Comprehensive Income in the provision for income taxes. As of June 30, 2017 and March 31, 2017, the Company had no accrued interest or penalties related to uncertain tax positions. Financial instruments Financial instruments are carried at fair value as described below. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. Fair value is the current bid price for financial assets, current ask price for financial liabilities and the average of current bid and ask prices when the Company is both in short and long positions for the financial instrument. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange or other institution and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Leases Rent payable under operating leases is charged to expense on a straight-line basis over the term of the relevant lease. Recent accounting pronouncements In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity in order to reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260)-Distinguishing Liabilities from Equity (Topic 480)-Derivatives and Hedging (Topic 815)”. This ASU addresses narrow issues identified as a result of the complexity associated with applying US GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in Part I of this Update that relate to liability or equity classification of financial instruments (or embedded features) affect all entities that issue financial instruments (for example, warrants or convertible instruments) that include down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For public business entities, the amendments in Part I of this ASU No. 2017-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this ASU No. 2017-11 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
3. Revision of Financial Statem
3. Revision of Financial Statement | 3 Months Ended |
Jun. 30, 2017 | |
Revision Of Financial Statement | |
Revision of Financial Statement | When preparing the consolidated financial statements for the three months ended June 30, 2017, management determined that certain amounts included in the Company’s March 31, 2017 consolidated financial statements required revision, due to closing of the acquisition of Freedom RU on June 29, 2017, which was deemed to be an entity under common control with the Company. The previously issued Consolidated Balance Sheet as of March 31, 2017 and Consolidated Statement of Operations for the three-month period ended June 30, 2016 have been revised as follows: March 31, 2017 BALANCE SHEETS (RECAST) As previously reported Revision As revised ASSETS Cash and cash equivalents $ 51 $ 21,780 $ 21,831 Restricted cash 8,534 4,085 12,619 Trading securities - 81,575 81,575 Available-for-sale securities, at fair value - 2 2 Brokerage and other receivables - 481 481 Other assets - 691 691 Deferred tax assets - 1,026 1,026 Fixed assets 2 1,039 1,041 Goodwill - 981 981 Loans issued - 65 65 TOTAL ASSETS $ 8,587 $ 111,725 $ 120,312 LIABILITIES AND STOCKHOLDERS’ EQUITY Derivative liability $ - $ 495 $ 495 Debt securities issued - 3,459 3,459 Customer liabilities - 7,543 7,543 Current income tax liability - 149 149 Trade payables 206 29 235 Deferred distribution payments 8,534 - 8,534 Securities repurchase agreement obligation - 56,289 56,289 Other liabilities - 372 372 TOTAL LIABILITIES 8,740 68,336 77,076 STOCKHOLDERS’ EQUITY Common stock 280 210 490 Preferred stock - - - Additional paid in capital 776 32,009 32,785 Retained earnings (1,209 ) 18,069 16,860 Accumulated other comprehensive income - (6,899 ) (6,899 ) TOTAL EQUITY (153 ) 43,389 43,236 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 8,587 $ 111,725 $ 120,312 For the three months ended June 30, 2016 STATEMENTS OF OPERATIONS AND STATEMENTS OF OTHER COMPREHENSIVE INCOME (RECAST) As previously reported Revision As reported Revenue: Fee and commissio n income $ - $ 495 $ 495 Interest income 1 736 73 7 Net loss on trading securities - (281 ) (281 ) Net gain on foreign exchange operations - 90 90 TOTAL REVENUE 1 1,040 1,041 Expense: Interest expense - 570 570 Fee and commission expense - 64 64 Operating expense 251 1,806 2,057 Other expense, net - 48 48 TOTAL EXPENSE 251 2,488 2,739 NET LOSS BEFORE INCOME TAX (250 ) (1,448 ) (1,698 ) Income tax benefit - 463 463 NET INCOME/(LOSS) BEFORE NONCONTROLING INTERESTS $ (250 ) $ (985 ) $ (1,235 ) Less: Net income attributable to non-controlling interest in subsidiary - 7 7 NET INCOME/ (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (250 ) (992 ) (1,242 ) OTHER COMPREHENSIVE INCOME/ (LOSS) Change in unrealized gain on investments available-for-sale, net of tax effect $ - $ 3 $ 3 Foreign currency translation adjustments, net of tax - 1,038 1,038 COMPREHENSIVE INCOME/ (LOSS) BEFORE NONCONTOLING INTEREST $ (250 ) $ 49 $ (201 ) Less: Comprehensive income attributable to non-controlling interest in subsidiary - 7 7 COMPREHENSIVE INCOME/ (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (250 ) 42 (208 ) |
4. Cash and Cash Equivalents
4. Cash and Cash Equivalents | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Cash and Cash Equivalents | June 30, 2017 March 31, 2017 Securities received under agreement to repurchase $ 21,332 $ 8,376 Current account with National Settlement Depository (Russia) 4,631 696 Current account with commercial banks 2,454 9,204 Brokerage accounts 2,369 259 Petty cash 1,507 1,476 Current account with Central Depository (Kazakhstan) 1,459 984 Current account with Central Bank (Russia) 409 645 Current account in clearing organizations - 191 Total cash and cash equivalents $ 34,161 $ 21,831 As of June 30, 2017 and March 31, 2017, cash and cash equivalents were not insured. As of June 30, 2017 and March 31, 2017, the cash and cash equivalents balance included collateralized securities received under agreement to repurchase which terms are presented below: June 30, 2017 Interest rates and remaining contractual maturity of the agreements Average Interest rate Up to 30 days 30-90 days Total Securities received under agreement to repurchase Corporate equity 17.89% $ 12,431 $ 5,311 $ 17,742 Non-US sovereign debt 9.10% 3,554 - 3,554 Corporate debt 17.96% 32 4 36 Total $ 16,017 $ 5,315 $ 21,332 March 31, 2017 Interest rates and remaining contractual maturity of the agreements Average Interest rate Up to 30 days 30-90 days Total Securities received under agreement to repurchase Corporate equity 19.56% $ 8,346 $ 25 $ 8,371 Corporate debt 24.00% 5 - 5 Total $ 8,351 $ 25 $ 8,376 The Company’s securities received under agreements to repurchase are liquid trading securities with market quotes and significant trading volume. The fair value of collateral received under repurchase agreements as of June 30, 2017 and March 31, 2017, is $20,679 and $ 8,229, respectively. |
5. Restricted Cash
5. Restricted Cash | 3 Months Ended |
Jun. 30, 2017 | |
Restricted Cash [Abstract] | |
Restricted Cash | As of June 30, 2017 and March 31, 2017, the Company’s restricted cash consisted of deferred distribution payments, cash segregated in a special custody account for the exclusive benefit of our brokerage customers and required reserves with the Central Bank of the Russian Federation which represents cash on hand balance requirements. The deferred distribution payment amount is the reserve held for distribution to shareholders who have not yet claimed their distributions from the sale of the Company’s oil and gas exploration and production operations of $8,534. Restricted cash consists of: June 30, 2017 March 31, 2017 Deferred distribution payments $ 8,534 $ 8,534 Brokerage customers’ cash 5,952 4,039 Reserve with Central Bank 58 46 Total restricted cash $ 14,544 $ 12,619 |
6. Trading Securities
6. Trading Securities | 3 Months Ended |
Jun. 30, 2017 | |
Trading Securities [Abstract] | |
Trading Securities | June 30, 2017 March 31, 2017 Trading securities: Equity securities $ 77,926 $ 71,691 Debt securities 13,295 9,877 Global depository receipts (“GDR”) 6 6 Net asset value of mutual investment funds 1 1 Trading securities $ 91,228 $ 81,575 The following table presents assets, liabilities and redeemable non-controlling interests in the consolidated financial statements or disclosed in the notes to the consolidated financial statements at fair value on a recurring basis as of June 30, 2017 and March 31, 2017: Fair Value Measurements at June 30, 2017 using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant unobservable units June 30, 2017 (Level 1) (Level 2) (Level 3) Equity securities $ 77,926 $ 77,926 $ - $ - Debt securities 13,295 13,087 208 - Global depository receipts (“GDR”) 6 6 - - Mutual investment funds 1 1 - - Trading securities $ 91,228 $ 91,020 $ 208 $ - Fair Value Measurements at March 31, 2017 using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant unobservable units March 31, 2017 (Level 1) (Level 2) (Level 3) Equity securities $ 71,691 $ 71,691 $ - $ - Debt securities 9,877 9,663 214 - Global depository receipts (“GDR”) 6 6 - - Mutual investment funds 1 1 - - Trading securities $ 81,575 $ 81,361 $ 214 $ - |
7. Deferred Tax Assets
7. Deferred Tax Assets | 3 Months Ended |
Jun. 30, 2017 | |
Deferred Tax Assets | |
Deferred Tax Assets | BMBM and FFIN are subject to taxation in the U.S. Freedom RU, FFIN Bank and FSS are subject to taxation in the Russian Federation. Freedom KZ and KZ Branch are subject to taxation in Kazakhstan. The tax rate used for reconciliations for the three months ended June 30, 2017 and March 31, 2017, is the 20% corporate tax rate payable by corporate entities in the Russian Federation and the Republic of Kazakhstan on taxable profits under tax law in those jurisdictions. Deferred tax assets and liabilities subject to taxation in the Russian Federation and Republic of Kazakhstan comprise: June 30, 2017 March 31, 2017 Deferred tax asset: Tax losses carryforward $ 2,061 $ 2,398 Accrued liabilities 19 20 Revaluation on trading securities - 76 2,080 2,494 Valuation allowance (1,265 ) (1,468 ) Deferred tax assets $ 815 $ 1,026 Deferred tax liabilities: Revaluation on trading securities $ 14 $ - Deferred tax liabilities 14 - Net deferred tax assets $ 801 $ 1,026 The tax rate used for reconciliations for the three months ended June 30, 2017 and March 31, 2017, is the 20% corporate tax rate payable by corporate entities in the Russian Federation and the Republic of Kazakhstan on taxable profits under tax law in those jurisdictions. During the three-months ended June 30, 2017 and 2016, the effective tax rate was equal to (0.4%) and 27%, respectively, primarily due to non-taxable gain on trading securities in Freedom KZ in the amounts of $7,795 and $1,320, respectively. During the quarters ended June 30, 2017 and 2016, the Company recognized net losses from its Freedom RU trading operations in the amounts of $807 and $1,809, respectively, which are deductible for tax purposes. During the quarter ended June 30, 2017, the Company realized net income before income tax of $8,314, primarily from non-taxable revenues generated from the Company’s Freedom KZ’s trading operations, and utilized tax loss carryforwards of $203. This resulted in the Company realizing an income tax benefit during the three months ended June 30, 2017 of $31. During the quarter ended June 30, 2016, the Company realized a net loss before income tax of $1,698 resulting in an income tax benefit of $463. BMBM and FFIN are subject to United States federal and state income taxes at an approximate rate of 34% and 3.3%, respectively. Deferred tax assets and liabilities subject to taxation of United States federal and state income taxes comprise: June 30, 2017 March 31, 2017 Deferred tax asset: Net operating loss carryforward $ 509 $ 398 509 398 Valuation allowance (509 ) (398 ) Deferred tax assets $ — $ — |
8. Derivative Liability
8. Derivative Liability | 3 Months Ended |
Jun. 30, 2017 | |
Derivative Liability | |
Derivative Liability | On December 28, 2016, Freedom RU entered into a derivative instrument agreement with a related party that included a call option feature for the purchase of shares held by Freedom RU. This call option was classified as a derivative liability in the Consolidated Balance Sheets and measured at each reporting period using the Black-Scholes Model. The gain associated with this derivative instrument is recognized as gain on a derivative instrument in the Consolidated Statements of Operations and Statements of Other Comprehensive Income. In exchange for a $2,629 premium paid upfront, this derivative instrument granted the holder the right to purchase 11.8 million shares of a top rated Russian commercial bank - Sberbank on June 14, 2017, at a strike price $3.10 per share. The Company recorded a derivative liability of $495 as of March 31, 2017. On June 14, 2017, the derivative instrument expired unexercised by the option holder, and the Company recognized a gain on the derivative instrument of $490. |
9. Debt Securities Issued
9. Debt Securities Issued | 3 Months Ended |
Jun. 30, 2017 | |
Debt Securities Issued | |
Debt Securities Issued | June 30, 2017 March 31, 2017 Debt securities issued $ 9,929 $ 9,530 Debt securities repurchased (6,163 ) (6,145 ) Accrued interest 190 74 Total $ 3,956 $ 3,459 As of June 30, 2017 and 2016, the Company placed bonds of Freedom KZ issued under Kazakhstan law in the amounts of $9,929 and $9,530, respectively. The bonds have an 11.50% fixed annual coupon rate and a maturity date of January 21, 2019. These bonds are actively traded on the Kazakhstan Stock Exchange. According to the initial placement document (prospectus) the Company has the right to repurchase and resell the Freedom KZ bonds at market value. During the quarter ended June 30, 2017, the Company made purchases of these redeemable debt securities in the amount of $6,163. Debt securities issued are initially recognized at the fair value of the consideration received, less directly attributable transaction costs. As of June 30, 2017 and March 31, 2017, the accrued interest included in the balance of debt securities issued totaled $190 and $74, respectively. |
10. Customer Liabilities
10. Customer Liabilities | 3 Months Ended |
Jun. 30, 2017 | |
Customer Liabilities | |
Customer Liabilities | The Company recognizes customer liabilities associated with funds held by our brokerage and bank customers. Customer liabilities consist of: June 30, 2017 March 31, 2017 Brokerage customers $ 8,153 $ 4,039 Banking customers 7,561 3,504 Total $ 15,714 $ 7,543 |
11. Securities Repurchase Agree
11. Securities Repurchase Agreement Obligation | 3 Months Ended |
Jun. 30, 2017 | |
Securities Repurchase Agreement Obligation | |
Securities Repurchase Agreement Obligation | Securities under repurchase agreement obligations are comprised of: June 30, 2017 Interest rates and remaining contractual maturity of the agreements Average interest rate Overnight and continuous Up to 30 days 30-90 days Total Securities sold under agreement to repurchase Corporate debt 12.09 % $ - $ 13,968 $ - $ 13,968 Corporate equity 12.10 % 13,656 41,462 1,747 56,865 Total securities sold under repurchase agreements $ 13,656 $ 55,430 $ 1,747 $ 70,833 March 31, 2017 Interest rate and remaining contractual maturity of the agreements Average interest rate Overnight and continuous Up to 30 days 30-90 days Total Securities sold under agreement to repurchase Corporate debt 11.83 % $ 14,484 $ 10,923 $ - $ 25,407 Corporate equity 13.08 % - 29,926 956 30,882 Total securities sold under repurchase agreements $ 14,484 $ 40,849 $ 956 $ 56,289 The fair value of collateral pledged under agreements to repurchase as of June 30, 2017 and March 31, 2017, is $90,196 and $68,025, respectively. |
12. Related Party Transactions
12. Related Party Transactions | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | On December 28, 2016, Freedom RU entered into a derivative instrument agreement with a related party which included a call option feature. The gain or loss associated with this agreement is recognized as gain on a derivative instrument in the Consolidated Statements of Operations and Statements of Other Comprehensive Income. The Company recorded a derivative liability of $495 as of March 31, 2017. On June 14, 2017, the derivative instrument expired unexercised by the holder, and the Company recognized a gain on the derivative instrument of $490. During the three-months ended June 30, 2017 and 2016, the Company earned commission income from related parties in the amounts of $661 and $24, respectively. Commission income earned from related parties is comprised primarily of brokerage commissions and agency fees for referrals of new brokerage clients to other brokers. As of June 30, 2017 and March 31, 2017, the Company had brokerage and other receivables from related parties totaling $8,462 and $328, respectively. Brokerage and other receivables from related parties result principally from receivables related to the sale of securities totaling $7,965. As of June 30, 2017 and March 31, 2017, the Company had customer liabilities on brokerage accounts and bank accounts of related parties totaling $8,046 and $2,249, respectively. As of June 30, 2017 and March 31, 2017, the Company had restricted customer cash on brokerage accounts and cash on bank accounts of related parties totaling $5,846 and $2,249, respectively. As of June 30, 2017, the Company had trade payables to related parties totaling $3,536 related to the purchase of securities. |
13. Stockholder_s Equity
13. Stockholder’s Equity | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Stockholder’s Equity | During the three months ended June 30, 2017, Mr. Turlov made capital contributions of $240 to the Company. At the time such contributions were made, Mr. Turlov was the Chief Executive Officer, Chairman of the board, and majority shareholder of the Company. During the three months ended June 30, 2017, Mr. Turlov made capital contributions of $7,924 to Freedom RU. On June 29, 2017, BMBM and Mr. Turlov agreed to close the acquisition of Freedom RU. Pursuant to the terms of the Acquisition Agreement, BMBM previously agreed to issue to Mr. Turlov 13% of its issued and outstanding common stock for his 100% interest in Freedom RU. |
14. Commitments and Contingent
14. Commitments and Contingent Liabilities | 3 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingent Liabilities | |
Commitments and Contingent Liabilities | The table below shows approximate lease commitments and other contingent liabilities of the Company for the foreseeable period of one year ending June 30, 2018: Contractual obligations Deferred distribution payable (1) $ 8,534 Office lease(2) 1,907 Total $ 10,441 (1) This distribution is currently payable, subject to the entitled shareholder completing and submitting to the Company the necessary documentation to claim his, her or its distribution payments. The Company has no control over when, or if, an entitled shareholder will submit the necessary documentation to claim his, her, or its distribution payment. (2) The Company has number of lease agreements for office spaces in different locations. In general, all agreements are made for a one year period with extension or termination provisions. The Company’s rent expense for office space was $377 and $297 for the three-month ended June 30, 2017 and 2016, respectively. |
15. Subsequent Events
15. Subsequent Events | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Company evaluated all material events and transactions that occurred after June 30, 2017 through August 14, 2017, the date these financial statements were available to be issued. Other than as disclosed below, during this period, the Company did not have any additional material recognizable subsequent events. On August 11, 2017, the Company filed with the Commission and mailed to its shareholders a definitive information statement disclosing that on July 28, 2017, the Company’s board of directors and its controlling shareholder (Mr. Turlov) had approved the following corporate actions (the “Corporate Actions”): ● Effect a reverse stock split of the outstanding shares of its common stock, par value $0.001, at the ratio of one-share-for-twenty-five-shares (1:25) (the “Reverse Stock Split”). ● Amend the Company’s Articles of Incorporation, as amended, (the “Articles”) to change its name to “Freedom Holding Corp.” or such other name as the board may deem appropriate (the “Corporate Name Change”). ● Adopt the Freedom Holding Corp. 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”). The Corporate Actions shall take place not sooner than 20 business days following the date the definitive information statement was mailed to the Company’s shareholders. The Company anticipates the Corporate Actions will become effective sometime during its second fiscal quarter. |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Accounting principles | The Company’s accounting policies and accompanying condensed consolidated financial statements conform to accounting principles generally accepted in the United States of America (US GAAP). These financial statements have been prepared on the accrual basis of accounting. |
Basis of presentation | The Company’s condensed consolidated financial statements present the consolidated accounts of BMBM, FFIN, Freedom RU, Freedom KZ, FSS, FFIN Bank and KZ Branch. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report on Form 10-K for the year ended March 31, 2017, which was filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2017. The condensed consolidated financial information as of March 31, 2017, has been derived from the audited consolidated financial statements not included herein. Operating results for the three-month period ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018. |
Use of estimates | The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from those estimates. |
Revenue and expense recognition | The Company earns interest and noninterest income from various sources, including: ● Securities, derivatives and foreign exchange activities; and ● Bank deposits. The Company earns fees and commissions from: ● Providing brokerage services; ● Providing banking services (money transfers, foreign exchange operations and other); ● Agency fees; ● Revenue earned on interest-earning assets, including unearned income and the amortization/accretion of premiums or discounts recognized on debt securities, bank deposits and loans issued is recognized based on the constant effective yield of the financial instrument or based on other applicable accounting guidance; and ● Service charges on brokerage, banking and agency services are recognized when earned. Brokerage fees and gains and losses on the sale of securities and certain derivatives are recognized on a trade-date basis. The Company recognizes revenue when four basic criteria have been met: ● Existence of persuasive evidence that an arrangement exists; ● Delivery has occurred or services have been rendered; ● The seller’s price to the buyer is fixed and determinable; and ● Collectability is reasonably assured. |
Functional currency | Management has adopted ASC 830, Foreign Currency Translation Matters as it pertains to its foreign currency translation. The Company’s functional currencies are the Russian ruble and Kazakhstani tenge, and its reporting currency is the US dollar. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, as of the date of these financial statements, entered into any derivative instruments to offset the impact of foreign currency fluctuations. |
Cash and cash equivalents | Cash and cash equivalents are generally comprised of certain highly liquid investments with maturities of three months or less at the date of purchase. Cash and cash equivalents include securities received under agreement to repurchase which are recorded at the amounts at which the securities were acquired or sold plus accrued interest. |
Securities repurchase and reverse repurchase agreements | Securities purchased under agreements to resell (“reverse repurchase agreements”) are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will resold, including accrued interest. An agreement to transfer a financial asset to another party in exchange for cash or other consideration and a concurrent obligation to reacquire the financial assets at a future date for an amount equal to the cash or other consideration exchanged plus interest is referred to herein as a (“repurchase agreement”). These agreements are accounted for as financing transactions. Financial assets transferred under repurchase agreements are retained in the financial statements and consideration received under these agreements is recorded as collateralized deposit received within repurchase agreements. Assets purchased under reverse repurchase agreements are recorded in the financial statements as cash placed on deposit collateralized by securities and other assets and are classified within cash and cash equivalents or due from banks. The Company enters into securities repurchase agreements and securities lending transactions under which it receives or transfers collateral in accordance with normal market practice. Under standard terms for repurchase transactions, the recipient of collateral has the right to sell or repledge the collateral, subject to returning equivalent securities on settlement of the transaction. |
Investments available-for-sale | Financial assets categorized as available-for-sale (“AFS”) are non-derivatives that are either designated as available-for-sale or not classified as (a) loans and receivables, (b) held to maturity investments or (c) trading securities. Listed shares and listed redeemable notes held by the Company that are traded in an active market are classified as AFS and are stated at fair value. The Company has investments in unlisted shares that are not traded in an active market but that are also classified as investments AFS and stated at fair value (because Company management considers that fair value can be reliably measured). Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the investments revaluation reserve, with the exception of other-than-temporary impairment losses, interest calculated using the effective interest method, dividend income and foreign exchange gains and losses on monetary assets, which are recognized in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. Investments in nonconsolidated managed funds are accounted for at fair value based on the net asset value (“NAV”) of the funds provided by the fund managers with gains or losses included in net gain on trading securities in the Consolidated Statements of Operations and Statements of other Comprehensive Income. |
Trading securities | Financial assets are classified as trading securities if the financial asset has been acquired principally for the purpose of selling it in the near term. Trading securities are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend and interest earned on the financial asset and is included in ‘interest income’, in the Consolidated Statements of Operations and Statements of Other Comprehensive Income. |
Debt securities issued | Debt securities issued are initially recognized at the fair value of the consideration received, less directly attributable transaction costs. Subsequently, amounts due are stated at amortized cost and any difference between net proceeds and the redemption value is recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income over the period of the borrowings using the effective interest method. If the Company purchases its own debt, it is removed from the Consolidated Balance Sheets and the difference between the carrying amount of the liability and the consideration paid is recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income. |
Brokerage and other receivables | Brokerage and other receivables comprise commissions and receivables related to the securities brokerage and banking activity of the Company. At initial recognition, brokerage and other receivables are recognized at fair value. Subsequently, brokerage and other receivables are carried at cost. Brokerage and other receivables are carried net of any allowance for impairment losses. |
Impairment of long lived assets | In accordance with the accounting guidance for the impairment or disposal of long-lived assets, the Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. As of June 30, 2017 and March 31, 2017, the Company had not recorded any charges for impairment of long-lived assets. |
Impairment of goodwill | As of June 30, 2017, goodwill recorded in Company's Consolidated Balance Sheets totaled $936. The Company performs an impairment review at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal the excess. In annual goodwill impairment test the Company estimated the fair value of reporting unit based on the income approach (also known as the discounted cash flow ("DCF") method) and as a result of the test, fair value of the Company's goodwill exceeded carrying amount of reporting unit's goodwill. |
Income taxes | The Company recognizes deferred tax liabilities and assets based on the difference between the financial statements and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Current income tax expenses are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. The Company accounts for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income. The Company will include interest and penalties arising from the underpayment of income taxes in the Consolidated Statements of Operations and Other Comprehensive Income in the provision for income taxes. As of June 30, 2017 and March 31, 2017, the Company had no accrued interest or penalties related to uncertain tax positions. |
Financial instruments | Financial instruments are carried at fair value as described below. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. Fair value is the current bid price for financial assets, current ask price for financial liabilities and the average of current bid and ask prices when the Company is both in short and long positions for the financial instrument. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange or other institution and those prices represent actual and regularly occurring market transactions on an arm’s length basis. |
Leases | Rent payable under operating leases is charged to expense on a straight-line basis over the term of the relevant lease. |
Recent accounting pronouncements | In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity in order to reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260)-Distinguishing Liabilities from Equity (Topic 480)-Derivatives and Hedging (Topic 815)”. This ASU addresses narrow issues identified as a result of the complexity associated with applying US GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in Part I of this Update that relate to liability or equity classification of financial instruments (or embedded features) affect all entities that issue financial instruments (for example, warrants or convertible instruments) that include down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For public business entities, the amendments in Part I of this ASU No. 2017-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this ASU No. 2017-11 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
3. Revision of Financial Stat22
3. Revision of Financial Statement (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Revision Of Financial Statement Tables | |
Revision of financial statements | March 31, 2017 BALANCE SHEETS (RECAST) As previously reported Revision As revised ASSETS Cash and cash equivalents $ 51 $ 21,780 $ 21,831 Restricted cash 8,534 4,085 12,619 Trading securities - 81,575 81,575 Available-for-sale securities, at fair value - 2 2 Brokerage and other receivables - 481 481 Other assets - 691 691 Deferred tax assets - 1,026 1,026 Fixed assets 2 1,039 1,041 Goodwill - 981 981 Loans issued - 65 65 TOTAL ASSETS $ 8,587 $ 111,725 $ 120,312 LIABILITIES AND STOCKHOLDERS’ EQUITY Derivative liability $ - $ 495 $ 495 Debt securities issued - 3,459 3,459 Customer liabilities - 7,543 7,543 Current income tax liability - 149 149 Trade payables 206 29 235 Deferred distribution payments 8,534 - 8,534 Securities repurchase agreement obligation - 56,289 56,289 Other liabilities - 372 372 TOTAL LIABILITIES 8,740 68,336 77,076 STOCKHOLDERS’ EQUITY Common stock 280 210 490 Preferred stock - - - Additional paid in capital 776 32,009 32,785 Retained earnings (1,209 ) 18,069 16,860 Accumulated other comprehensive income - (6,899 ) (6,899 ) TOTAL EQUITY (153 ) 43,389 43,236 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 8,587 $ 111,725 $ 120,312 For the three months ended June 30, 2016 STATEMENTS OF OPERATIONS AND STATEMENTS OF OTHER COMPREHENSIVE INCOME (RECAST) As previously reported Revision As reported Revenue: Fee and commissio n income $ - $ 495 $ 495 Interest income 1 736 73 7 Net loss on trading securities - (281 ) (281 ) Net gain on foreign exchange operations - 90 90 TOTAL REVENUE 1 1,040 1,041 Expense: Interest expense - 570 570 Fee and commission expense - 64 64 Operating expense 251 1,806 2,057 Other expense, net - 48 48 TOTAL EXPENSE 251 2,488 2,739 NET LOSS BEFORE INCOME TAX (250 ) (1,448 ) (1,698 ) Income tax benefit - 463 463 NET INCOME/(LOSS) BEFORE NONCONTROLING INTERESTS $ (250 ) $ (985 ) $ (1,235 ) Less: Net income attributable to non-controlling interest in subsidiary - 7 7 NET INCOME/ (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (250 ) (992 ) (1,242 ) OTHER COMPREHENSIVE INCOME/ (LOSS) Change in unrealized gain on investments available-for-sale, net of tax effect $ - $ 3 $ 3 Foreign currency translation adjustments, net of tax - 1,038 1,038 COMPREHENSIVE INCOME/ (LOSS) BEFORE NONCONTOLING INTEREST $ (250 ) $ 49 $ (201 ) Less: Comprehensive income attributable to non-controlling interest in subsidiary - 7 7 COMPREHENSIVE INCOME/ (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (250 ) 42 (208 ) |
4. Cash and Cash Equivalents (T
4. Cash and Cash Equivalents (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Cash And Cash Equivalents Tables | |
Cash and cash equivalents | June 30, 2017 March 31, 2017 Securities received under agreement to repurchase $ 21,332 $ 8,376 Current account with National Settlement Depository (Russia) 4,631 696 Current account with commercial banks 2,454 9,204 Brokerage accounts 2,369 259 Petty cash 1,507 1,476 Current account with Central Depository (Kazakhstan) 1,459 984 Current account with Central Bank (Russia) 409 645 Current account in clearing organizations - 191 Total cash and cash equivalents $ 34,161 $ 21,831 |
Securities received under agreement to repurchase | June 30, 2017 Interest rates and remaining contractual maturity of the agreements Average Interest rate Up to 30 days 30-90 days Total Securities received under agreement to repurchase Corporate equity 17.89% $ 12,431 $ 5,311 $ 17,742 Non-US sovereign debt 9.10% 3,554 - 3,554 Corporate debt 17.96% 32 4 36 Total $ 16,017 $ 5,315 $ 21,332 March 31, 2017 Interest rates and remaining contractual maturity of the agreements Average Interest rate Up to 30 days 30-90 days Total Securities received under agreement to repurchase Corporate equity 19.56% $ 8,346 $ 25 $ 8,371 Corporate debt 24.00% 5 - 5 Total $ 8,351 $ 25 $ 8,376 |
5. Restricted Cash (Tables)
5. Restricted Cash (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Restricted Cash Tables | |
Schedule of restricted cash | June 30, 2017 March 31, 2017 Deferred distribution payments $ 8,534 $ 8,534 Brokerage customers’ cash 5,952 4,039 Reserve with Central Bank 58 46 Total restricted cash $ 14,544 $ 12,619 |
6. Trading Securities (Tables)
6. Trading Securities (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Trading Securities Tables | |
Schedule of trading securities | June 30, 2017 March 31, 2017 Trading securities: Equity securities $ 77,926 $ 71,691 Debt securities 13,295 9,877 Global depository receipts (“GDR”) 6 6 Net asset value of mutual investment funds 1 1 Trading securities $ 91,228 $ 81,575 |
Assets and liabilities at fair value on a recurring basis | Fair Value Measurements at June 30, 2017 using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant unobservable units June 30, 2017 (Level 1) (Level 2) (Level 3) Equity securities $ 77,926 $ 77,926 $ - $ - Debt securities 13,295 13,087 208 - Global depository receipts (“GDR”) 6 6 - - Mutual investment funds 1 1 - - Trading securities $ 91,228 $ 91,020 $ 208 $ - Fair Value Measurements at March 31, 2017 using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant unobservable units March 31, 2017 (Level 1) (Level 2) (Level 3) Equity securities $ 71,691 $ 71,691 $ - $ - Debt securities 9,877 9,663 214 - Global depository receipts (“GDR”) 6 6 - - Mutual investment funds 1 1 - - Trading securities $ 81,575 $ 81,361 $ 214 $ - |
7. Deferred Tax Assets (Tables)
7. Deferred Tax Assets (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Deferred Tax Assets Tables | |
Deferred tax assets and liabilities | June 30, 2017 March 31, 2017 Deferred tax asset: Tax losses carryforward $ 2,061 $ 2,398 Accrued liabilities 19 20 Revaluation on trading securities — 76 2,080 2,494 Valuation allowance (1,265 ) (1,468 ) Deferred tax assets $ 815 $ 1,026 Deferred tax liabilities: Revaluation on trading securities $ 14 $ — Deferred tax liabilities 14 — Net deferred tax assets $ 801 $ 1,026 June 30, 2017 March 31, 2017 Deferred tax asset: Net operating loss carryforward $ 509 $ 398 509 398 Valuation allowance (509 ) (398 ) Deferred tax assets $ — $ — |
9. Debt Securities Issued (Tabl
9. Debt Securities Issued (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Debt Securities Issued Tables | |
Debt securities issued | June 30, 2017 March 31, 2017 Debt securities issued $ 9,929 $ 9,530 Debt securities repurchased (6,163 ) (6,145 ) Accrued interest 190 74 Total $ 3,956 $ 3,459 |
10. Customer Liabilities (Table
10. Customer Liabilities (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Customer Liabilities Tables | |
Customer liabilities | June 30, 2017 March 31, 2017 Brokerage customers $ 8,153 $ 4,039 Banking customers 7,561 3,504 Total $ 15,714 $ 7,543 |
11. Securities Repurchase Agr29
11. Securities Repurchase Agreement Obligation (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Securities Repurchase Agreement Obligation Tables | |
Securities under repurchase agreement obligations | June 30, 2017 Interest rates and remaining contractual maturity of the agreements Average interest rate Overnight and continuous Up to 30 days 30-90 days Total Securities sold under agreement to repurchase Corporate debt 12.09 % $ - $ 13,968 $ - $ 13,968 Corporate equity 12.10 % 13,656 41,462 1,747 56,865 Total securities sold under repurchase agreements $ 13,656 $ 55,430 $ 1,747 $ 70,833 March 31, 2017 Interest rate and remaining contractual maturity of the agreements Average interest rate Overnight and continuous Up to 30 days 30-90 days Total Securities sold under agreement to repurchase Corporate debt 11.83 % $ 14,484 $ 10,923 $ - $ 25,407 Corporate equity 13.08 % - 29,926 956 30,882 Total securities sold under repurchase agreements $ 14,484 $ 40,849 $ 956 $ 56,289 |
14. Commitments and Contingen30
14. Commitments and Contingent Liabilities (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingent Liabilities Tables | |
Commitments and contingencies | Contractual obligations Deferred distribution payable (1) $ 8,534 Office lease(2) 1,907 Total $ 10,441 (1) This distribution is currently payable, subject to the entitled shareholder completing and submitting to the Company the necessary documentation to claim his, her or its distribution payments. The Company has no control over when, or if, an entitled shareholder will submit the necessary documentation to claim his, her, or its distribution payment. (2) The Company has number of lease agreements for office spaces in different locations. In general, all agreements are made for a one year period with extension or termination provisions. |
3. Revision of Financial Stat31
3. Revision of Financial Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | |
ASSETS | |||
Cash and cash equivalents | $ 34,161 | $ 21,831 | |
Restricted cash | 14,544 | 12,619 | |
Trading securities | 91,228 | 81,575 | |
Available-for-sale securities, at fair value | 2 | 2 | |
Brokerage and other receivables | 19,806 | 481 | |
Other assets | 1,445 | 691 | |
Deferred tax assets | 801 | 1,026 | |
Fixed assets | 1,461 | 1,041 | |
Goodwill | 936 | 981 | |
Loans issued | 212 | 65 | |
TOTAL ASSETS | 164,596 | 120,312 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Derivative liability | 0 | 495 | |
Debt securities issued | 3,956 | 3,459 | |
Customer liabilities | 15,714 | 7,543 | |
Current income tax liability | 0 | 149 | |
Trade payables | 7,016 | 235 | |
Deferred distribution payments | 8,534 | 8,534 | |
Securities repurchase agreement obligation | 70,833 | 56,289 | |
Other liabilities | 529 | 372 | |
TOTAL LIABILITIES | 106,582 | 77,076 | |
STOCKHOLDERS’ EQUITY | |||
Common stock - $0.001 par value; 500,000,000 shares authorized; 490,000,000 shares outstanding as of June 30, 2017 and March 31, 2017, respectively | 490 | 490 | |
Preferred stock - $0.001 par value; 20,000,000 shares authorized, no shares issued or outstanding | 0 | 0 | |
Additional paid in capital | 40,949 | 32,785 | |
Retained earnings | 25,232 | 16,860 | |
Accumulated other comprehensive loss | (8,657) | (6,899) | |
TOTAL STOCKHOLDERS’ EQUITY | 58,014 | 43,236 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 164,596 | 120,312 | |
Revenue: | |||
Fee and commission income | 2,855 | 495 | $ 495 |
Interest income | 2,584 | 737 | 737 |
Net gain/(loss) on trading securities | 7,009 | (281) | (281) |
Net gain on derivative | 490 | 0 | |
Net gain on foreign exchange operations | 617 | 90 | 90 |
TOTAL REVENUE | 13,555 | 1,041 | 1,041 |
Expense: | |||
Interest expense | 1,987 | 570 | 570 |
Fee and commission expense | 238 | 64 | 64 |
Operating expense | 2,911 | 2,057 | 2,057 |
Other expense, net | 78 | 48 | 48 |
TOTAL EXPENSE | 5,214 | 2,739 | 2,739 |
NET INCOME/(LOSS) BEFORE INCOME TAX | 8,341 | (1,698) | (1,698) |
Income tax benefit | 31 | 463 | 463 |
NET INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | 8,372 | (1,235) | (1,235) |
Less: Net income attributable to noncontrolling interest in subsidiary | 0 | 7 | 7 |
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | 8,372 | (1,242) | (1,242) |
OTHER COMPREHENSIVE INCOME/(LOSS) | |||
Change in unrealized gain on investments available-for-sale, net of tax effect | 0 | 3 | 3 |
Foreign currency translation adjustments, net of tax | (1,758) | 1,038 | 1,038 |
COMPREHENSIVE INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | 6,614 | (201) | (201) |
Less: Comprehensive income attributable to noncontrolling interest in subsidiary | 0 | 7 | 7 |
COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 6,614 | (208) | $ (208) |
As Previously Reported | |||
ASSETS | |||
Cash and cash equivalents | 51 | ||
Restricted cash | 8,534 | ||
Trading securities | 0 | ||
Available-for-sale securities, at fair value | 0 | ||
Brokerage and other receivables | 0 | ||
Other assets | 0 | ||
Deferred tax assets | 0 | ||
Fixed assets | 2 | ||
Goodwill | 0 | ||
Loans issued | 0 | ||
TOTAL ASSETS | 8,587 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Derivative liability | 0 | ||
Debt securities issued | 0 | ||
Customer liabilities | 0 | ||
Current income tax liability | 0 | ||
Trade payables | 206 | ||
Deferred distribution payments | 8,534 | ||
Securities repurchase agreement obligation | 0 | ||
Other liabilities | 0 | ||
TOTAL LIABILITIES | 8,740 | ||
STOCKHOLDERS’ EQUITY | |||
Common stock - $0.001 par value; 500,000,000 shares authorized; 490,000,000 shares outstanding as of June 30, 2017 and March 31, 2017, respectively | 280 | ||
Preferred stock - $0.001 par value; 20,000,000 shares authorized, no shares issued or outstanding | 0 | ||
Additional paid in capital | 776 | ||
Retained earnings | (1,209) | ||
Accumulated other comprehensive loss | 0 | ||
TOTAL STOCKHOLDERS’ EQUITY | (153) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 8,587 | ||
Revenue: | |||
Fee and commission income | 0 | ||
Interest income | 1 | ||
Net gain/(loss) on trading securities | 0 | ||
Net gain on foreign exchange operations | 0 | ||
TOTAL REVENUE | 1 | ||
Expense: | |||
Interest expense | 0 | ||
Fee and commission expense | 0 | ||
Operating expense | 251 | ||
Other expense, net | 0 | ||
TOTAL EXPENSE | 251 | ||
NET INCOME/(LOSS) BEFORE INCOME TAX | (250) | ||
Income tax benefit | 0 | ||
NET INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | (250) | ||
Less: Net income attributable to noncontrolling interest in subsidiary | 0 | ||
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | (250) | ||
OTHER COMPREHENSIVE INCOME/(LOSS) | |||
Change in unrealized gain on investments available-for-sale, net of tax effect | 0 | ||
Foreign currency translation adjustments, net of tax | 0 | ||
COMPREHENSIVE INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | (250) | ||
Less: Comprehensive income attributable to noncontrolling interest in subsidiary | 0 | ||
COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | (250) | ||
Revision | |||
ASSETS | |||
Cash and cash equivalents | 21,780 | ||
Restricted cash | 4,085 | ||
Trading securities | 81,575 | ||
Available-for-sale securities, at fair value | 2 | ||
Brokerage and other receivables | 481 | ||
Other assets | 691 | ||
Deferred tax assets | 1,026 | ||
Fixed assets | 1,039 | ||
Goodwill | 981 | ||
Loans issued | 65 | ||
TOTAL ASSETS | 111,725 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Derivative liability | 495 | ||
Debt securities issued | 3,459 | ||
Customer liabilities | 7,543 | ||
Current income tax liability | 149 | ||
Trade payables | 29 | ||
Deferred distribution payments | 0 | ||
Securities repurchase agreement obligation | 56,289 | ||
Other liabilities | 372 | ||
TOTAL LIABILITIES | 68,336 | ||
STOCKHOLDERS’ EQUITY | |||
Common stock - $0.001 par value; 500,000,000 shares authorized; 490,000,000 shares outstanding as of June 30, 2017 and March 31, 2017, respectively | 210 | ||
Preferred stock - $0.001 par value; 20,000,000 shares authorized, no shares issued or outstanding | 0 | ||
Additional paid in capital | 32,009 | ||
Retained earnings | 18,069 | ||
Accumulated other comprehensive loss | (6,899) | ||
TOTAL STOCKHOLDERS’ EQUITY | 43,389 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 111,725 | ||
Revenue: | |||
Fee and commission income | 495 | ||
Interest income | 736 | ||
Net gain/(loss) on trading securities | (281) | ||
Net gain on foreign exchange operations | 90 | ||
TOTAL REVENUE | 1,040 | ||
Expense: | |||
Interest expense | 570 | ||
Fee and commission expense | 64 | ||
Operating expense | 1,806 | ||
Other expense, net | 48 | ||
TOTAL EXPENSE | 2,488 | ||
NET INCOME/(LOSS) BEFORE INCOME TAX | (1,448) | ||
Income tax benefit | 463 | ||
NET INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | (985) | ||
Less: Net income attributable to noncontrolling interest in subsidiary | 7 | ||
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | (992) | ||
OTHER COMPREHENSIVE INCOME/(LOSS) | |||
Change in unrealized gain on investments available-for-sale, net of tax effect | 3 | ||
Foreign currency translation adjustments, net of tax | 1,038 | ||
COMPREHENSIVE INCOME/(LOSS) BEFORE NONCONTROLLING INTERESTS | 49 | ||
Less: Comprehensive income attributable to noncontrolling interest in subsidiary | 7 | ||
COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 42 |
4. Cash and Cash Equivalents (D
4. Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Total cash and cash equivalents | $ 34,161 | $ 21,831 |
Securities received under agreement to repurchase | ||
Total cash and cash equivalents | 21,332 | 8,376 |
Current account with National Settlement Depository (Russia) | ||
Total cash and cash equivalents | 4,631 | 696 |
Current account with commercial banks | ||
Total cash and cash equivalents | 2,454 | 9,204 |
Brokerage accounts | ||
Total cash and cash equivalents | 2,369 | 259 |
Petty cash | ||
Total cash and cash equivalents | 1,507 | 1,476 |
Current account with Central Depository (Kazakhstan) | ||
Total cash and cash equivalents | 1,459 | 984 |
Current account with Central Bank (Russia) | ||
Total cash and cash equivalents | 409 | 645 |
Current account in clearing organizations | ||
Total cash and cash equivalents | $ 0 | $ 191 |
4. Cash and Cash Equivalents 33
4. Cash and Cash Equivalents (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Remaining contractual maturity: up to 30 days | $ 16,017 | $ 8,351 |
Remaining contractual maturity: 30 - 90 days | 5,315 | 25 |
Remaining contractual maturity | $ 21,332 | $ 8,376 |
Corporate equity | ||
Average interest rate | 17.89% | 19.56% |
Remaining contractual maturity: up to 30 days | $ 12,431 | $ 8,346 |
Remaining contractual maturity: 30 - 90 days | 5,311 | 25 |
Remaining contractual maturity | $ 17,742 | $ 8,371 |
Non-US sovereign debt | ||
Average interest rate | 9.10% | |
Remaining contractual maturity: up to 30 days | $ 3,554 | |
Remaining contractual maturity: 30 - 90 days | 0 | |
Remaining contractual maturity | $ 3,554 | |
Corporate debt | ||
Average interest rate | 17.96% | 24.00% |
Remaining contractual maturity: up to 30 days | $ 32 | $ 5 |
Remaining contractual maturity: 30 - 90 days | 4 | 0 |
Remaining contractual maturity | $ 36 | $ 5 |
5. Restricted Cash (Details)
5. Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Restricted cash | $ 14,544 | $ 12,619 |
Deferred distribution payments | ||
Restricted cash | 8,534 | 8,534 |
Brokerage customers cash | ||
Restricted cash | 5,952 | 4,039 |
Reserve with Central Bank | ||
Restricted cash | $ 58 | $ 46 |
6. Trading Securities (Details)
6. Trading Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Trading securities | $ 91,228 | $ 81,575 |
Equity securities | ||
Trading securities | 77,926 | 71,691 |
Debt securities | ||
Trading securities | 13,295 | 9,877 |
Global depository receipts (GDR) | ||
Trading securities | 6 | 6 |
Net asset value of mutual investment funds | ||
Trading securities | $ 1 | $ 1 |
6. Trading Securities (Details
6. Trading Securities (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Trading securities | $ 91,228 | $ 81,575 |
Level 1 | ||
Trading securities | 91,020 | 81,361 |
Level 2 | ||
Trading securities | 208 | 214 |
Level 3 | ||
Trading securities | 0 | 0 |
Equity securities | ||
Trading securities | 77,926 | 71,691 |
Equity securities | Level 1 | ||
Trading securities | 77,926 | 71,691 |
Equity securities | Level 2 | ||
Trading securities | 0 | 0 |
Equity securities | Level 3 | ||
Trading securities | 0 | 0 |
Debt securities | ||
Trading securities | 13,295 | 9,877 |
Debt securities | Level 1 | ||
Trading securities | 13,087 | 9,663 |
Debt securities | Level 2 | ||
Trading securities | 208 | 214 |
Debt securities | Level 3 | ||
Trading securities | 0 | 0 |
Global depository receipts (GDR) | ||
Trading securities | 6 | 6 |
Global depository receipts (GDR) | Level 1 | ||
Trading securities | 6 | 6 |
Global depository receipts (GDR) | Level 2 | ||
Trading securities | 0 | 0 |
Global depository receipts (GDR) | Level 3 | ||
Trading securities | 0 | 0 |
Mutual investment funds | Level 1 | ||
Trading securities | 1 | 1 |
Mutual investment funds | Level 2 | ||
Trading securities | 0 | 0 |
Mutual investment funds | Level 3 | ||
Trading securities | $ 0 | $ 0 |
7. Deferred Tax Assets (Details
7. Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Deferred tax asset: | ||
Tax losses carryforward | $ 2,061 | $ 2,398 |
Accrued liabilities | 19 | 20 |
Revaluation on trading securities | 0 | 76 |
Deferred tax assets, gross | 2,080 | 2,494 |
Valuation allowance | (1,265) | (1,468) |
Deferred tax assets, net | 815 | 1,026 |
Deferred tax liabilities: | ||
Revaluation on trading securities | 14 | 0 |
Deferred tax liabilities | 14 | 0 |
Net deferred tax assets | 801 | 1,026 |
United States | ||
Deferred tax asset: | ||
Tax losses carryforward | 509 | 398 |
Deferred tax assets, gross | 509 | 398 |
Valuation allowance | (509) | (398) |
Deferred tax assets, net | $ 0 | $ 0 |
9. Debt Securities Issued (Deta
9. Debt Securities Issued (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Debt Securities Issued Details | ||
Debt securities issued | $ 9,929 | $ 9,530 |
Debt securities repurchased | (6,163) | (6,145) |
Accrued interest | 190 | 74 |
Total | $ 3,956 | $ 3,459 |
10. Customer Liabilities (Detai
10. Customer Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Customer liabilities | $ 15,714 | $ 7,543 |
Brokerage customers | ||
Customer liabilities | 8,153 | 4,039 |
Banking customers | ||
Customer liabilities | $ 7,561 | $ 3,504 |
11. Securities Repurchase Agr40
11. Securities Repurchase Agreement Obligation (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Remaining contractual maturity: overnight and continuous | $ 13,656 | $ 14,484 |
Remaining contractual maturity: up to 30 days | 55,430 | 40,849 |
Remaining contractual maturity: 30 - 90 days | 1,747 | 956 |
Remaining contractual maturity | $ 70,833 | $ 56,289 |
Corporate debt | ||
Average interest rate | 12.09% | 11.83% |
Remaining contractual maturity: overnight and continuous | $ 0 | $ 14,484 |
Remaining contractual maturity: up to 30 days | 13,968 | 10,923 |
Remaining contractual maturity: 30 - 90 days | 0 | 0 |
Remaining contractual maturity | $ 13,968 | $ 25,407 |
Corporate equity | ||
Average interest rate | 12.10% | 13.08% |
Remaining contractual maturity: overnight and continuous | $ 13,656 | $ 0 |
Remaining contractual maturity: up to 30 days | 41,462 | 29,926 |
Remaining contractual maturity: 30 - 90 days | 1,747 | 956 |
Remaining contractual maturity | $ 56,865 | $ 30,882 |
14. Commitments and Contingen41
14. Commitments and Contingent Liabilities (Details) $ in Thousands | Jun. 30, 2017USD ($) | |
Contractual obligations | $ 10,441 | |
Deferred distribution payable | ||
Contractual obligations | 8,534 | [1] |
Office Lease | ||
Contractual obligations | $ 1,907 | [2] |
[1] | This distribution is currently payable, subject to the entitled shareholder completing and submitting to the Company the necessary documentation to claim his, her or its distribution payments. The Company has no control over when, or if, an entitled shareholder will submit the necessary documentation to claim his, her, or its distribution payment. | |
[2] | The Company has number of lease agreements for office spaces in different locations. In general, all agreements are made for a one year period with extension or termination provisions. |
14. Commitments and Contingen42
14. Commitments and Contingent Liabilities (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments And Contingent Liabilities Details Narrative | ||
Rent expense | $ 377 | $ 297 |