Freedom Holding Corp. (FRHC)
SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6211 Security Brokers, Dealers & Flotation Companies
SEC company page: https://www.sec.gov/edgar/browse/?CIK=924805. Latest filing source: 0000924805-26-000012.
Informational only - descriptive public-record data, not investment advice.
Business
Read FRHC's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read FRHC's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 2,191,291,000 | USD | 2026 | 2026-06-01 |
| Net income | 153,328,000 | USD | 2026 | 2026-06-01 |
| Assets | 13,155,239,000 | USD | 2026 | 2026-06-01 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000924805.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 55,224,000 | 74,285,000 | 83,393,000 | 346,883,000 | 689,790,000 | 799,141,000 | 1,647,256,000 | 2,004,155,000 | 2,191,291,000 | |||
| Net income | -578,139 | 19,233,000 | 7,147,000 | 24,837,000 | 149,650,000 | 227,494,000 | 205,140,000 | 379,107,000 | 76,287,000 | 153,328,000 | ||
| Diluted EPS | 0.43 | 2.56 | 3.84 | 3.45 | 6.39 | 1.26 | 2.51 | |||||
| Operating cash flow | 40,201 | -538,629 | -369,141 | 82,622,000 | 529,397,000 | -406,365,000 | -951,683,000 | -1,064,362,000 | 1,681,058,000 | 185,221,000 | ||
| Capital expenditures | 0.00 | 1,980,000 | 4,987,000 | 1,996,000 | 1,518,000 | 5,623,000 | 38,542,000 | 36,735,000 | 80,902,000 | 198,766,000 | ||
| Assets | 8,586,653 | 330,086,000 | 350,911,000 | 453,523,000 | 2,100,322,000 | 3,230,347,000 | 5,084,558,000 | 8,301,930,000 | 9,915,117,000 | 13,155,239,000 | ||
| Liabilities | 8,583,895 | 214,986,000 | 233,314,000 | 324,486,000 | 1,824,651,000 | 2,683,739,000 | 4,313,822,000 | 7,134,972,000 | 8,690,553,000 | 11,665,960,000 | ||
| Stockholders' equity | 43,887,000 | 127,032,000 | 117,597,000 | 129,037,000 | 277,312,000 | 553,603,000 | 777,285,000 | 1,163,650,000 | 1,224,447,000 | 1,489,279,000 | ||
| Cash and cash equivalents | 8,584,103 | 65,731,000 | 49,960,000 | 11,242,000 | 168,804,000 | 225,464,000 | 581,417,000 | 545,084,000 | 837,302,000 | 966,115,000 | ||
| Free cash flow | -369,141 | 80,626,000 | 527,879,000 | -411,988,000 | -990,225,000 | -1,101,097,000 | 1,600,156,000 | -13,545,000 |
Ratios
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 34.83% | 9.62% | 29.78% | 43.14% | 32.98% | 25.67% | 23.01% | 3.81% | 7.00% | |||
| Return on equity | -1.32% | 15.14% | 6.08% | 19.25% | 53.96% | 41.09% | 26.39% | 32.58% | 6.23% | 10.30% | ||
| Return on assets | -6.73% | 5.83% | 2.04% | 5.48% | 7.13% | 7.04% | 4.03% | 4.57% | 0.77% | 1.17% | ||
| Liabilities / equity | 1.69 | 1.98 | 2.51 | 6.58 | 4.85 | 5.55 | 6.13 | 7.10 | 7.83 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2026. Operating cash flow: accession 0000924805-26-000012; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000924805-26-000012; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000924805-26-000012; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000924805.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2023-Q1 | 2022-06-30 | 0.99 | reported discrete quarter | ||
| 2023-Q2 | 2022-09-30 | 0.44 | reported discrete quarter | ||
| 2023-Q3 | 2022-12-31 | 1.36 | reported discrete quarter | ||
| 2024-Q1 | 2023-06-30 | 316,210,000 | 68,102,000 | 1.15 | reported discrete quarter |
| 2024-Q2 | 2023-09-30 | 435,581,000 | 115,847,000 | 1.95 | reported discrete quarter |
| 2024-Q3 | 2023-12-31 | 418,634,000 | 96,368,000 | 1.63 | reported discrete quarter |
| 2024-Q4 | 2024-03-31 | 464,655,000 | 95,223,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2024-06-30 | 450,715,000 | 34,400,000 | 0.57 | reported discrete quarter |
| 2025-Q2 | 2024-09-30 | 580,900,000 | 114,658,000 | 1.89 | reported discrete quarter |
| 2025-Q3 | 2024-12-31 | 655,190,000 | 78,281,000 | 1.29 | reported discrete quarter |
| 2025-Q4 | 2025-03-31 | 363,722,000 | -142,689,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2025-06-30 | 533,423,000 | 30,396,000 | 0.50 | reported discrete quarter |
| 2026-Q2 | 2025-09-30 | 526,107,000 | 38,721,000 | 0.63 | reported discrete quarter |
| 2026-Q3 | 2025-12-31 | 628,621,000 | 76,235,000 | 1.25 | reported discrete quarter |
| 2026-Q4 | 2026-03-31 | 503,140,000 | 7,976,000 | derived Q4 = FY annual - nine-month YTD |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000924805-26-000012; filed 2026-06-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-31; accession 0000924805-26-000006; filed 2026-02-09. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000924805-26-000006.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis presents management’s perspective on the financial condition and results of operations of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our," and "us" mean Freedom Holding Corp. together with its consolidated subsidiaries. References to a "fiscal year(s)" mean the 12-month periods ended March 31 for the referenced year. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this quarterly report on Form 10-Q, and it should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this quarterly report on Form 10-Q and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities Exchange Commission ("SEC") on June 13, 2025 (the "2025 Form 10-K").
Special Note About Forward-Looking Information
This quarterly report on Form 10-Q and any related discussions contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which involve substantial risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "likely," "may," "might," "mission," "plan," "potential," "predict," "project," "should," "strategy," "will," "would," and other similar expressions and their negatives. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements, other than statements of historical fact, included herein in this quarterly report on Form 10-Q are forward-looking statements within the meaning of Section 21E of the Exchange Act, including, without limitation, statements regarding aims, goals, and plans and objectives, including business mission and strategy, digital fintech ecosystem development, features and performance of our products and services, including Tradernet, Freedom SuperApp and Freedom Business mobile applications, our plans for expansion into telecommunication, media and other markets, expected capital expenditures and plans to finance such capital expenditures, the expected impact of changes in tax laws, credit loss exposure, credit ratings and outlook, the expected impact of new accounting pronouncements, prospects related to the Kazakhstan Sovereign AI Hub development, compliance, information security, acquisitions, payment of cash dividends on our common stock, treasury policy, statements with respect to legal proceedings, our plans for expanding our banking segment, and other non-historical statement.
Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, many of which may be beyond our control. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and actual results could differ materially as a result of various factors. The following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:
•economic, political, and regulatory conditions in the regions where we operate or in which we have customers;
•current and future conditions in the global financial markets, including fluctuations in interest rates and foreign currency exchange rates;
•trade policies of the U.S. and other countries trade policies, including the imposition of tariffs and retaliatory tariffs;
•the direct and indirect effects on our business stemming from Russia's large-scale military action against Ukraine;
•economic sanctions and countersanctions including those that limit movement of funds, restrict access to capital markets, block access to third party technologies and IT services or curtail our ability to service existing or potential new customers;
•the impact of legal and regulatory actions, investigations and disputes;
•the policies and actions of regulatory authorities in the jurisdictions in which we have operations, as well as the degree and pace of regulatory changes and new government initiatives generally;
•our ability to manage our growth effectively;
•our ability to complete planned acquisitions or successfully integrate businesses we acquire;
•our ability to successfully execute our strategy for entry into new business areas, including among others the telecommunications, media and health sectors in Kazakhstan;
•the availability of funds, or funds at reasonable rates, for use in our businesses, including for executing our growth strategy;
•the impact of competition, including downward pressures on fee and commissions;
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•our ability to meet regulatory capital adequacy or liquidity requirements, or prudential norms;
•our ability to protect or enforce our intellectual property rights in our brands or proprietary technology;
•our ability to retain key executives and recruit and retain personnel;
•the impact of rapid technological change, including incorporation of artificial intelligence (AI) technologies into products and processes;
•information technology, trading platform and other system failures, cybersecurity threats and other disruptions;
•market risks and fluctuations affecting the value of our proprietary investments;
•risks of non-performance by third parties with whom we have business relationships;
•the creditworthiness of our trading counterparties, and banking and brokerage customers;
•the impact of tax laws and regulations, and their changes, in any of the jurisdictions in which we operate;
•compliance with laws and regulations in each of the jurisdictions in which we operate, particularly those relating to the brokerage, banking and insurance industries;
•the impact of regional armed conflicts, and any possible escalation of such conflicts or contagion to neighboring countries or regions;
•unforeseen or catastrophic events, including the emergence of pandemics, terrorist attacks, extreme weather events or other natural disasters, political discord or armed conflict; and
•other factors discussed in this quarterly report, as well as in the 2025 Form 10-K, including those listed under Part I, Item 1A. "Risk Factors" of the 2025 Form 10-K.
Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
You should not place undue reliance on forward-looking statements. Forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management and apply only as of the date of this quarterly report or the respective dates of the documents from which they incorporate by reference. Neither we nor any other person assumes any responsibility for the accuracy or completeness of forward-looking statements. Further, except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, made by us or on our behalf, are also expressly qualified by these cautionary statements.
OVERVIEW
Our Business
Freedom Holding Corp. is organized under the laws of the State of Nevada and acts as a holding company for all of our subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, retail and commercial banking, and insurance products. We also own several ancillary businesses and lifestyle solutions, which complement our core financial services businesses, including payment and information processing services, entertainment and travel ticketing services, e-commerce business, and telecommunications and media businesses in Kazakhstan that are in a developmental stage.
Our mission has always been to democratize access to financial markets for global customers. Our company was founded to provide access to the international capital markets for retail brokerage customers and has rapidly grown providing a world-class digital infrastructure that has led to innovative, integrated financial technologies that address customer needs in Kazakhstan, our home market, and dozens of other countries across Europe, Asia, and North America.
The main market of our operations is Kazakhstan. Our operating subsidiaries are located in Kazakhstan, Cyprus, the United States, the United Kingdom, Armenia, the United Arab Emirates, Uzbekistan, Kyrgyzstan, Tajikistan, Azerbaijan, Turkey, Bulgaria, Germany, Greece, Lithuania, The Netherlands, Spain and we also have a presence in Austria, France, Italy, and Poland. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of December 31, 2025, we had 11,311 employees and 233 offices (of which 36 offered brokerage services, 61 offered insurance services, 39 offered banking services and 97 offered other financial and non-financial services).
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During the first quarter of fiscal 2026, the Company's common stock was included in the Russell 3000® Index.
Products and Services
Our business is organized into four segments: Brokerage, Banking, Insurance, and Other. Additional information regarding our segments can be found in the narrative and tabular descriptions of segments and operating results under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 2 of this quarterly report and Note 24 "Segment Reporting" in the notes to our condensed consolidated financial statements included in Item 1 of this quarterly report.
Our Brokerage segment primarily focuses on retail brokerage and broader investment banking services. Our Banking segment encompasses lending, deposit services, payment card services, money transfers, and correspondent accounts, supporting both individual and corporate customers with innovative digital financial solutions. Our Insurance segment offers life and general insurance services. Our Other segment includes payment processing services, e-commerce, online ticket sales, and new business areas including telecommunications and media services. We also engage in proprietary securities trading activities through each of our four segments.
The expansion of our retail customers’ activity has been a major driver of our growth, particularly in Kazakhstan, Europe and other Central Asian jurisdictions. Over recent years, we have experienced a significant increase in retail customers' activity across these key markets, which has been instrumental in scaling our business. Below is the table with the number of our customers across our key segments as of the date indicated:
[[GREPCENT_TABLE]]
[["","Number of customers as of December 31, 2025","","Number of customers as of
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to assist you in understanding the results of operations and present financial condition of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries in Part II Item 8 of this annual report as well as the information set forth in Part I Item 1 "Business" of this annual report. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our,"
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and "us" mean FRHC together with its consolidated subsidiaries. This discussion contains certain forward-looking statements that involve known and unknown risks, uncertainties, and other factors as described under the heading "Special Note About Forward-Looking Information" in this annual report. Actual results could differ materially from those projected in any forward-looking statements. For additional information regarding these risks and uncertainties, see the disclosure under the heading "Risk Factors" in Part I Item 1A of this annual report.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources for fiscal 2026 and 2025.
For a discussion of our results of operations for fiscal 2024, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II Item 7 of our annual report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 13, 2025.
OVERVIEW
FRHC is organized under the laws of the State of Nevada and acts as a holding company for all of our operating subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, underwriting, market making activities, investment research, investment counseling, retail and commercial banking, insurance products, payment services, and information processing services. We also own several ancillary businesses which complement our core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in a developmental stage.
Our mission has always been to democratize access to financial markets for global customers. Our company was founded to provide access to the international capital markets for retail brokerage customers and has rapidly grown providing a world-class digital infrastructure that has led to innovative, integrated financial technologies that address customer needs in Kazakhstan, our home market, and dozens of other countries across Europe, Asia, and North America.
Our principal executive office is in New York, United States. We have subsidiaries or otherwise maintain a presence in Kazakhstan, Uzbekistan, Kyrgyzstan, Cyprus, Germany, the United Kingdom, Greece, Spain, France, Poland, Lithuania, Austria, Bulgaria, Italy, Netherlands, Portugal, the United States, Türkiye, Armenia, Azerbaijan, Tajikistan, and the United Arab Emirates. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of March 31, 2026, we had 11,846 employees, 230 offices (of which 32 offered brokerage services, 63 offered insurance services, 9 offered banking services and 126 offered other financial and non-financial services).
Summary of Results of Operations
The highlights of our consolidated results for fiscal 2026 are as follows:
•We had total revenues, net of $2,191.3 million for fiscal 2026, as compared to $2,004.2 million for fiscal 2025. The increase from fiscal 2025 and 2026 was primarily attributable to the following:
◦Our interest income for fiscal 2026 was $882.5 million, representing an increase of $18.0 million, or 2%, compared to fiscal 2025. The increase was primarily driven by increased usage of margin loans by customers and continued expansion of Freedom Bank KZ's customer loan portfolio. This was partially offset by lower interest income from trading securities due to a strategic shift in our investment portfolio in response to increased market volatility and rising interest rates, which adversely impacted reinvestment decisions.
◦Our net insurance revenue for fiscal 2026 was $402.4 million, representing a decrease of $168.8 million, or 29%, compared to fiscal 2025. This decrease was primarily driven by lower written insurance premiums, reflecting regulatory caps on agent commissions for bank and microfinance loan products, and by higher deferred profit liability issuance expense.
◦Our net gain on trading securities for fiscal 2026 was $158.8 million, an increase of $216.6 million, or 375%, compared to fiscal 2025, primarily from sales of Kazakhstani corporate debt securities, partially offset by an unrealized net loss of $5.1 million for fiscal 2026 reflecting a decline in the fair value of securities held at period-end.
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◦Our net gain on derivatives for fiscal 2026 was $66.8 million, an increase of $54.4 million, or 438%, compared to fiscal 2025, driven primarily by Freedom Bank KZ, which recorded a realized net gain of $40.9 million for fiscal 2026 largely due to positive revaluation of currency swaps.
◦Our fee and commission income for fiscal 2026 was $489.8 million, representing a decrease of $15.3 million, or 3%, compared to fiscal 2025. This decrease was primarily attributable to lower fee and commission income from banking services, which declined by $87.7 million, mainly driven by the active use of a cashback-based loyalty program.
◦Our sales of goods and services increased by $57.3 million, or 143%, to $97.4 million for fiscal 2026 from $40.1 million for fiscal 2025, primarily reflecting our expansion into the telecommunications sector following the acquisition of Freedom Cloud Holding and increased customer activity and order volume at Arbuz.
•We had net income of $153.3 million for fiscal 2026, as compared to $76.2 million for the fiscal 2025.
•Our total assets increased to $13.2 billion as of March 31, 2026 from $9.9 billion as of March 31, 2025. Of our total assets:
◦Our investment securities portfolio increased by 19% to $3,342.6 million as of March 31, 2026 from $2,814.7 million as of March 31, 2025, which reflects a strategic shift in response to increased market volatility and rising interest rates.
◦The loan portfolio of Freedom Bank KZ increased by 29% to $2,045.3 million as of March 31, 2026 from $1,587.6 million as at March 31, 2025 mainly due to the growth of mortgage and collateralized bank customer loans portfolio between the two periods.
•We had approximately 858,000 total retail brokerage customers as of March 31, 2026 as compared to approximately 683,000 as of March 31, 2025.
•We had approximately 5,026,000 bank customers at our Freedom Bank KZ subsidiary as of March 31, 2026 as compared to approximately 2,515,000 as of March 31, 2025.
The operating results for any period are not necessarily indicative of the results that may be expected for any future period.
Key Factors Affecting Our Results of Operations
Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events. The key factors affecting our business and the results of operations include, in particular: market and economic conditions, expansion of our digital ecosystem, acquisitions and expansion into new business areas and markets, our transactions with related parties, our arrangements with market maker customers and governmental policies. Each of these factors is discussed in more detail below.
Market and Economic Conditions
Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond our control, and may affect the decisions made by financial market participants.
Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, tariffs, fiscal and monetary policy can affect market conditions. A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impact our revenues and profitability.
Financial markets may also be impacted by armed conflicts, political and civil unrest occurring in the Middle East, Eastern Europe, Russia and Ukraine, South America and Asia. Hostilities between Russia and Ukraine, war involving Iran and the corresponding political and economic instability in the Middle East, including blockage of crucial transportation
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routes, have created global uncertainties around the spread of the conflict and have impacted global supply chains of energy supplies and food supplies throughout the world. These issues could have unforeseen and negative impacts upon the financial markets and our company and its operations.
Expansion of Our Digital Ecosystem
Over the past few years, we have significantly expanded our customer base across brokerage, banking, and insurance by building a unified digital ecosystem. At the core of this growth is the launch of our SuperApp, which brings together essential financial services, including banking, insurance and lifestyle services in a single application. The addition of attractive loyalty and referral programs, improvement and further diversification of our offerings within our SuperApp during fiscal 2026 has further supported customer adoption, increasing overall engagement within the ecosystem. Our mission is to provide our customers with the most convenient, seamless, and beneficial experience possible, engaging them across a broad range of digital products, each offered on terms designed to deliver maximum value and ease of use.
We expect the increase in our customer base in recent years will positively impact our future growth prospects. This includes opportunities for increased revenue generation through the ongoing development of our integrated digital fintech ecosystem and expanded cross-selling capabilities. Additionally, we anticipate benefits from network effects, where the value of our services increases as our customer base grows, enabling us to achieve economies of scale by reducing operating costs per customer and enhancing overall operational efficiency. A larger and more diverse customer base also gives us access to a broader pool of data and customer insights, which may allow us to better understand customer preferences, tailor our product offerings, and optimize marketing and sales strategies.
However, while the expansion of our customer base presents significant opportunities, it also exposes us to certain risks and uncertainties related to the effective management of our growth. These include potential increases in customer liabilities, intensified competition from both existing and new market participants, and a heightened regulatory burden. Moreover, managing a larger customer base along with developing new businesses, such as telecom and media businesses, and implementing new technologies may introduce operational difficulties and increase the demands on our information systems and management resources. The growing reliance on digital channels and the increasing volume of customer data heighten our exposure to cybersecurity threats. We remain focused on proactively identifying, mitigating, and responding to these risks as we continue to scale our operations and pursue long-term, sustainable growth.
Acquisitions and Expansion into New Business Areas and Markets
We actively pursue non-organic growth through targeted acquisitions as part of our broader strategy to develop and expand our integrated digital fintech ecosystem. We maintain a pipeline of prospective acquisitions across complementary sectors and multiple jurisdictions, which we evaluate on an ongoing basis. We regularly assess potential M&A opportunities, both in our home Kazakhstan market and other jurisdictions, that we believe may enhance our product offering, technological capabilities and market reach. These acquisitions enable us to accelerate the development of existing services, enter adjacent markets and strengthen our competitive positioning, and may have a significant impact on our business, financial condition and results of operations.
As part of our current expansion strategy, we have identified Türkiye as one of the key prospective markets where our offerings, combined with our technological advantage and international experience, may unlock new growth opportunities and extend the reach of our digital fintech ecosystem. In this regard, in March 2026, FRHC and its subsidiary Freedom Finansial Hizmetler Anonim Şirketi entered into an agreement on sale and purchase of approximately 99.32% of the issued share capital of Turkish Bank A.S., a bank operating in Türkiye. Subject to successful completion of the transaction, we expect the target bank may serve as a core platform for our financial services operations in this jurisdiction. The transaction is subject to certain conditions, including obtaining of regulatory permits. In addition, we plan to establish a fully operational brokerage business in Türkiye, subject to obtaining the required license from the Turkish financial regulator following receipt of its principal approval granted on January 9, 2025.
Additionally, consistent with our strategic vision, we continue expanding into new business sectors, including telecommunications and media content in Kazakhstan. In line with our expectations, our operations in these sectors are incurring losses and we expect them to continue incurring losses before becoming profitable within the next several years. While these new ventures are anticipated to enhance long-term growth prospects, they will initially increase capital expenditures, elevate our debt service obligations, and negatively impact consolidated net income during the early stages of implementation.
Related Party Transactions
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During fiscal years 2026 and 2025, we entered into various transactions with the Company's related parties.
Our related party transactions during fiscal years 2026 and 2025 primarily consisted of margin lending receivables arising from brokerage services provided to management of FRHC and its subsidiaries and other related parties, deposits held at Freedom Bank KZ by companies controlled by management, and a prepayment to Freedom Data Centers LLP (formerly, Freedom Telecom LLP), a related party, in connection with the potential acquisition of A-Telecom LLP. The potential acquisition of A-Telecom LLP is part of our strategy to expand our presence in the telecommunications market in Kazakhstan and to develop our digital fintech ecosystem.
In prior periods, Freedom Bank KZ purchased rights of claim under retail loans originated by Freedom Finance Credit ("FFIN Credit"), a microfinance organization outside of the FRHC group which is controlled by Mr. Turlov. Beginning in September 2025, Freedom Bank KZ transitioned retail loan origination to its own platform and discontinued the purchase of unsecured consumer loans from FFIN Credit. Loans previously acquired from FFIN Credit remain on our balance sheet and continue to expose us to credit and servicing risks until they are fully repaid or otherwise settled. For additional information, see Note 8 "Loans Issued" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Additionally, as part of our community engagement initiatives, we have continued to financially support the Kazakhstan Chess Federation, an organization in which Mr. Turlov holds a management position, and the Freedom Youth Football League of Kazakhstan, which is fully owned by Turlov Private Holding, in which Mr. Turlov holds 99.9% of the shares, as part of our community engagement initiatives. For additional information regarding our related party transactions see Note 24 "Related Party Transactions" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Market Maker Customer Arrangements
We have derived a significant portion of our fee and commission income and interest income from margin loans to customers from trading activity of certain institutional non-US market maker customers with whom we internalize the execution of trades of our brokerage customers by accepting short sales from this institutional market maker, which match our customers’ purchase orders. Since around the beginning of fiscal 2024, we utilize such an arrangement with an institutional market maker customer of our Freedom Global subsidiary. All such transactions are carried out under margin-trading principles. These transactions are typically executed and settled on a cash basis through a prime broker and clearing firms. Under this margin-account settlement process, the securities are credited to the purchaser and, where necessary, borrowed by a market maker customer within the prime broker's and clearing firm’s custody, thereby eliminating any external delivery or locate requirement at execution. Relevant short positions are sufficiently collateralized by securities and cash in the market maker customer's margin account. We use the services of third-parties, including some U.S.-registered securities broker dealer and clearing firms to execute our trades. We earn fee and commission income from such market maker customers for executing trades and fees for outstanding short sale positions. We also earn interest income on margin loans we grant to them. Our arrangements with such market maker customers have provided us and our customers with substantial liquidity for trading, including reduced settlement costs for us and enabling faster execution of trades for our customers. We receive a commission from such institutional market maker customers for executing their trades. For fiscal 2026 and 2025, we earned fee and commission income from the market maker customer at our Freedom Global subsidiary of $345.5 million and $284.7 million, representing 71% and 56% of our total fee and commission income for fiscal 2026 and 2025. For fiscal 2026 and 2025, we earned interest income from margin lending from the market maker customer at our Freedom Global subsidiary of approximately $21.4 million and $32.8 million, respectively, representing 8% and 15%, respectively, of our total interest income from margin lending for fiscal 2026 and 2025.
Governmental Policies
Our earnings are and will be affected by the monetary, fiscal and foreign policies of the governments of the jurisdictions in which we operate, in particular Kazakhstan, Armenia, the European Union and the United States. The monetary policies of these countries may have a significant effect upon our operating results. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Key Income Statement Line Items
Revenue
We derive revenue primarily from fee and commission income, net gain on trading securities, interest income, insurance underwriting income, and net gain on foreign exchange operations.
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Fee and Commission Income
Fee and commission income consists principally of fees and commissions from brokerage customer trading, banking services, payment processing services and underwriting and market making activities. A substantial portion of our revenue is derived from commissions from customers through accounts with transaction-based pricing. Brokerage commissions are charged on investment products in accordance with a schedule we have formulated that aligns with local practices. Part of our brokerage fees from customer trading consists of commissions we receive for from institutional market maker customers for execution of trades. Fees received for banking services consist primarily of commissions earned from merchants on acquiring operations, commission on transfer and payment processing and commissions on cash operations. Fees for payment processing services are mainly related to charges for handling and processing particular cash transfer transactions or operations.
Fee and commission income as a percentage of our total revenue was 22% and 25% in fiscal 2026 and 2025 respectively. Retail brokerage service fee and commission income as a percentage of our total fee and commission income was 103% and 85% in fiscal 2026 and 2025, respectively.
Net Gain/(Loss) on Trading Securities
Net gain/(loss) on trading securities reflects the change in value of the securities held in our proprietary trading portfolio during the relevant period. A net gain or loss is comprised of both realized and unrealized gains and losses during the period. Realized gains or losses are recognized when we close an open position in a security and recognize a gain or a loss on that position. U.S. GAAP requires that we also reflect in our financial statements any unrealized gain or loss on each open securities positions as of the end of each period based on whether the value of the open position is higher or lower at the period end than it was at either: (i) the beginning of the period, if the position was held for the full period; or (ii) at the time the position was opened, if the position was opened during the period. Fluctuations in unrealized gains or losses from one period to another can occur as a result of factors beyond our control, such as fluctuations in the market prices of the open securities positions we hold resulting from market and economic uncertainty arising from global or local events that cause significant market volatility, or even halting of trading in certain markets, all of which occurred as a result of the Russia-Ukraine conflict. Fluctuations might also result from factors within our control, such as when we elect to close an open securities position, which would have the effect of reducing our open positions and, thereby potentially reducing or increasing the amount of unrealized gains or losses in a period. These fluctuations can adversely affect the ultimate value we realize from our proprietary trading activities. Unrealized gains or losses in a particular period may or may not be indicative of the gain or loss we will ultimately realize on a securities position when the position is closed. As a result, we might realize significant swings in net gains and losses realized on our trading securities year-over-year and quarter-to-quarter.
Interest Income
We earn interest income from trading securities, available-for-sale securities, held-to-maturity securities, margin lending, reverse repurchase transactions, and loans to customers. Interest income on trading securities consists of interest earned from investments in debt securities held in our proprietary trading account.
Net Insurance Revenue
Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as revenue over the premium paying period and property; and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided.
Net Gain on Foreign Exchange Operations
Net gain on foreign exchange operations reflects the net gain from: (i) the change in value resulting from currency fluctuations of monetary assets and liabilities denominated in any currency other than the functional currency of the entity holding such asset or liability; and (ii) purchases and sales of foreign currency. Under U.S. GAAP, we are required to revalue assets and liabilities denominated in foreign currencies into our reporting currency, the U.S. dollar, which can result in gains or losses on foreign exchange operations. The Company may suffer losses as a result of such fluctuations in foreign currency exchange rates.
Net Gain/(Loss) on Derivatives
The Company enters into various derivative financial instruments, including forwards and swaps, in the foreign exchange markets. These financial instruments are held for trading and are initially recognized at fair value. Fair value is
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determined based on quoted market prices or valuation models that consider the current market and contractual values of the relevant underlying instruments, along with other factors. Derivative financial instruments with a positive fair value are recorded as assets, while those with a negative fair value are recorded as liabilities. Gains and losses on these instruments are recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income as net gain/(loss) on derivatives.
Sales of goods and services
Sales of goods and services represent revenue generated from the Group's non-financial business activities conducted primarily through its Other segment. This revenue line item consists principally of: (i) online retail and e-commerce sales through Arbuz, the Group's online grocery and retail platform operating in Kazakhstan; (ii) revenue from telecommunications services provided through Freedom Telecom and its subsidiaries, Freedom Cloud Holding and its subsidiaries. Revenue from the sale of goods is recognized at a point in time when control of the goods is transferred to the customer, which generally occurs upon delivery. Revenue from services is recognized over time as services are rendered or at the point in time when the applicable performance obligation is satisfied, in accordance with ASC 606. For transactions in which the Group acts as a principal and controls the goods or services before they are transferred to the end customer, revenue is recognized on a gross basis; where the Group acts as an agent, revenue is presented on a net basis. Sales of goods and services are expected to grow as the Group continues to expand its telecommunications and e-commerce operations.
Fee and Commission Expense
We incur fee and commission expense in our brokerage, banking, and insurance activities. Fee and commission expense consists of expenses related to brokerage, banking, stock exchange, clearing, depository and agent services. Generally, we expect fee and commission expense from brokerage and banking activities to increase and decrease corresponding to increases and decreases in fee and commission income. For our insurance operations, fee and commission expense arises from the deferral and subsequent amortization of the costs of acquiring business, which are referred to as "deferred acquisition costs" (principally commissions, and other incremental direct costs of issuing policies). Deferred acquisition costs ("DAC") for traditional life insurance and long-duration health insurance are amortized over the estimated premium-paying period of the related policies. DAC for property insurance, accident insurance and health insurance is amortized over the effective period of the related insurance policies.
Interest Expense
Interest expense includes the expenses associated with our short-term and long-term financing, which consist of interest on securities repurchase agreement obligations, customer accounts and deposits, debt securities issued, and loans received.
Insurance claims and policyholder benefits, net of reinsurance
Insurance claims incurred are expenses directly associated with our insurance activity, and represent actual amounts paid or to be paid to policyholders when insurable events occur, less any amounts we receive from reinsurers related to the insurable event. This amount is adjusted for changes in loss reserves, including claims reported but not settled (RBNS), claims incurred but not reported (IBNR) and not incurred claims reserve (NIC).
Payroll and Bonus
Payroll and bonuses represent the costs incurred by a company in compensating its employees for their services and providing performance-based incentives.
Professional Services
Professional services represent the costs associated with engaging external experts and consultants.
Stock Compensation Expense
Stock compensation expense represents the cost associated with stock grants to employees and executives as part of their compensation packages.
Advertising and Sponsorship Expense
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Advertising and sponsorship expense represents a component of operating expenses. It includes investments made to promote products, services, or the overall brand to a targeted audience, ultimately driving customer acquisition and revenue growth. Advertising generally refers to paid media placements intended to reach a broad audience through channels such as digital platforms, print, or television. Sponsorship, by contrast, typically involves financial or in-kind support for events, organizations, or initiatives in exchange for brand visibility and association with the sponsored activity.
General and Administrative Expense
General and administrative expense includes lease cost, depreciation and amortization, communications services, software support, representative expenses, business travel expenses, utilities, charity, fines and penalties, taxes other than income tax, rent and other operating expenses.
Cost of sales
Cost of sales represents the direct costs incurred by the Group in connection with generating sales of goods and services revenue. These costs consist primarily of: (i) the cost of merchandise sold through Arbuz, the Group's online retail and e-commerce platform, including product purchase costs; and (ii) direct costs associated with delivering telecommunications services through Freedom Telecom and its subsidiaries, Freedom Cloud Holding and its subsidiaries. Cost of sales is generally expected to increase and decrease in correspondence with changes in sales of goods and services revenue, reflecting the volume-driven nature of the underlying e-commerce and telecommunications activities.
Foreign Currency Translation Adjustments, Net of Tax
The functional currencies of our operating subsidiaries are the Kazakhstan tenge, the euro, the U.S. dollar, the Uzbekistani sum, Kyrgyzstani som, the Azerbaijani manat, the Armenian dram, the British pound sterling, the Turkish lira, the Tajikistani somoni and the United Arab Emirates dirham. Our reporting currency is the U.S. dollar. Pursuant to U.S. GAAP, we are required to revalue our assets from our functional currencies to our reporting currency for financial reporting purposes.
Net Loss Attributable to Non-controlling Interest
Net loss attributable to non-controlling interest includes our net loss attributable to our non-controlling interests in the entities described below.
During fiscal 2026, we divested our ownership interest in Comrun LLP. As a result, as of March 31, 2026, the Company has no remaining non-controlling interests.
During fiscal 2025, we acquired the remaining 5.27% ownership interest in Arbuz. As of March 31, 2025, we held 90% of the ownership interest in Comrun LLP. The remaining 10.00% ownership interest in Comrun LLP is considered as non-controlling interests in our Consolidated Statements of Operations and Statements of Other Comprehensive Income.
During fiscal 2024, we held a 94.73% ownership interest in Arbuz and a 90% ownership interest in Comrun LLP. The remaining 5.27% and 10.00% ownership interests in Arbuz and Comrun LLP, respectively, are considered as non-controlling interests in our Consolidated Statements of Operations and Statements of Other Comprehensive Income.
RESULTS OF OPERATIONS
Comparison of Fiscal Years 2026 and 2025
The following comparison of our financial results for fiscal years 2026 and 2025 is not necessarily indicative of future results. Prior period presentations and disclosures for fiscal 2025 were reclassified to provide comparability with current period classifications. The comparison of our financial results for fiscal years 2025 and 2024 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations -
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Comparison of Fiscal Years Ended March 31, 2025 and 2024" in Part II, Item 7 of our annual report on Form 10-K for the fiscal 2025 filed with the SEC on June 13, 2025.
Revenue
The following table sets out information regarding our total revenue, net for the fiscal years presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | |||||||||||
| Fee and commission income | $ | 489,765 | $ | 505,026 | $ | (15,261) | (3) | % | ||||||
| Net gain/(loss) on trading securities | 158,824 | (57,810) | 216,634 | (375) | % | |||||||||
| Interest income | 882,478 | 864,453 | 18,025 | 2 | % | |||||||||
| Net insurance revenue | 402,396 | 571,224 | (168,828) | (30) | % | |||||||||
| Net gain on foreign exchange operations | 67,680 | 51,684 | 15,996 | 31 | % | |||||||||
| Net gain on derivatives | 66,772 | 12,404 | 54,368 | 438 | % | |||||||||
| Sales of goods and services | 97,446 | 40,102 | 57,344 | 143 | % | |||||||||
| Other income | 25,930 | 17,072 | 8,858 | 52 | % | |||||||||
| Total revenue, net | $ | 2,191,291 | $ | 2,004,155 | $ | 187,136 | 9 | % |
The following table sets out the components of our revenue as a percentage of total revenue, net for the fiscal years presented.
| Year ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| Fee and commission income | 22 | % | 25 | % | |
| Net gain/(loss) on trading securities | 7 | % | (3) | % | |
| Interest income | 41 | % | 42 | % | |
| Net insurance revenue | 18 | % | 29 | % | |
| Net gain on foreign exchange operations | 3 | % | 3 | % | |
| Net gain on derivatives | 3 | % | 1 | % | |
| Sales of goods and services | 5 | % | 2 | % | |
| Other income | 1 | % | 1 | % | |
| Total revenue, net | 100 | % | 100 | % |
Fee and commission income
The following table sets forth information regarding our fee and commission income for the fiscal years presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | |||||||||||
| Brokerage services | $ | 504,283 | $ | 430,136 | $ | 74,147 | 17 | % | ||||||
| Commission income from payment processing | 22,755 | 28,711 | (5,956) | (21) | % | |||||||||
| Agency fee income | 21,419 | 15,616 | 5,803 | 37 | % | |||||||||
| Underwriting and market-making services | 9,473 | 11,210 | (1,737) | (15) | % | |||||||||
| Bank services | (74,335) | 13,336 | (87,671) | (657) | % | |||||||||
| Other fee and commission income | 6,170 | 6,017 | 153 | 3 | % | |||||||||
| Total fee and commission income | $ | 489,765 | $ | 505,026 | $ | (15,261) | (3) | % |
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The following table sets out the components of our fee and commission income as a percentage of total fee and commission income, net for the fiscal years presented.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| (as a % of total fee and commission income) | ||||||
| Brokerage services | 103 | % | 85 | % | ||
| Commission income from payment processing | 5 | % | 6 | % | ||
| Agency fee income | 4 | % | 3 | % | ||
| Underwriting and market-making services | 2 | % | 2 | % | ||
| Bank services | (15) | % | 3 | % | ||
| Other fee and commission income | 1 | % | 1 | % | ||
| Total fee and commission income | 100 | % | 100 | % |
Fee and commission income for fiscal 2026 amounted to $489.8 million, reflecting a decrease of $15.3 million or 3% compared to $505.0 million in fiscal 2025. This decrease was driven by multiple factors, including the factors discussed below.
Fee and commission income from brokerage services generated $504.3 million, representing a 17% increase from $430.1 million in fiscal 2025. This growth was primarily due to an increase in the number of retail brokerage customers from 683,000 in 2025 to 858,000 in 2026. During the fiscal 2026, we earned fee and commission income from a market maker customer at our subsidiary Freedom Global of $345.5 million, representing 71% of our total fee and commission income for that period.
Fee and commission income from banking services decreased by $87.7 million from income of $13.3 million in fiscal 2025 to a loss of $74.3 million in fiscal 2026. The decrease was primarily driven by the active use of a cashback-based loyalty program. As a result, the growth in transaction volumes and customer activity during fiscal 2026 was more than offset by higher cashback incentives recognized within fee and commission income. As part of our strategic approach, we do not prioritize revenue generation from banking service commissions. Instead, the loyalty program is leveraged to effectively reduce transaction costs for customers, supporting customer base expansion and increased engagement across the ecosystem.
Fee and commission income from payment processing decreased to $22.8 million in fiscal 2026 from $28.7 million for the fiscal 2025. The $6.0 million decrease is attributable to a lower acquiring turnover volumes and lower average rates during the period, mainly attributable to key merchants partially rerouting their transaction flows, which negatively impacted overall turnover.
Fee and commission income from underwriting and market-making activities decreased by $1.7 million from the fiscal 2025 or 15% to $9.5 million, driven by a lower volume of underwriting transactions for the fiscal 2026, as compared to the fiscal 2025.
Fee and commission income from agency services increased by $5.8 million, or 37% primarily driven by higher transaction volumes across travel and event-related services.
Net gain/(loss) on trading securities
We had a net gain on trading securities of $158.8 million for fiscal 2026, a increase of $216.6 million as compared to $57.8 million for fiscal 2025. The following table sets forth information regarding our net gains and losses on trading securities for fiscal 2026 and 2025.
| Realized Net Gain | Unrealized Net Loss | Net Gain/(Loss) on Trading Securities | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2026 | $ | 163,963 | $ | (5,139) | $ | 158,824 | ||||
| Fiscal 2025 | $ | 65,855 | $ | (123,665) | $ | (57,810) |
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For fiscal 2026, we had a realized gain on trading securities of $164.0 million, which is mostly attributable to Kazakhstan sovereign and corporate debt securities sold during fiscal 2026. Also, we recognized an unrealized net loss of $5.1 million during the same period due to a decrease in the value of securities positions we held as of March 31, 2026. The unrealized net loss is attributable to a decrease in the fair value of securities positions remaining in our portfolio at period-end.
For fiscal 2025, we had a realized gain on trading securities of $65.9 million, which is attributable to Kazakhstan sovereign debt securities sold during fiscal 2025. Also, we recognized a temporary unrealized net loss of $123.7 million due to the decrease in the value of securities positions we held as of March 31, 2025. The majority of this unrealized loss is related to Kazakhstan sovereign bonds, which experienced a negative revaluation following an increase in the base interest rate in Kazakhstan during March 2025.
Interest income
The following table sets forth information regarding our interest income for the fiscal years presented:
| Year ended March, 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | |||||||||||
| Interest income on loans to customers | $ | 283,657 | $ | 207,802 | $ | 75,855 | 37 | % | ||||||
| Interest income on margin loans to customers | 277,633 | 212,360 | 65,273 | 31 | % | |||||||||
| Interest income on trading securities | 191,021 | 378,350 | (187,329) | (50) | % | |||||||||
| Interest income on held-to-maturity securities | 49,670 | 1,000 | 48,670 | 100 | % | |||||||||
| Interest income on available-for-sale securities | 58,276 | 40,297 | 17,979 | 45 | % | |||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | 21,208 | 24,644 | (3,436) | (14) | % | |||||||||
| Other interest income | 1,013 | — | 1,013 | 100 | % | |||||||||
| Total interest income | $ | 882,478 | $ | 864,453 | $ | 18,025 | 2 | % |
The following table sets out the components of our interest income as a percentage of total interest income, net for the fiscal years presented:
| Year ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| (as a % of total interest income) | |||||
| Interest income on loans to customers | 32.1 | % | 24.0 | % | |
| Interest income on margin loans to customers | 31.5 | % | 24.5 | % | |
| Interest income on trading securities | 21.6 | % | 43.8 | % | |
| Interest income on held-to-maturity securities | 5.6 | % | 0.1 | % | |
| Interest income on available-for-sale securities | 6.6 | % | 4.7 | % | |
| Interest income on reverse repurchase agreements and amounts due from banks | 2.4 | % | 2.9 | % | |
| Other interest income | 0.1 | % | — | % | |
| Total interest income | 100 | % | 100 | % |
For fiscal 2026, we had interest income of $882.5 million, representing an increase of $18.0 million, or 2%, compared to fiscal 2025. The increase in interest income was primarily attributable to increases in interest income on loans to customers, margin loans to customers, held-to-maturity securities and securities available-for-sale, which was partially offset primarily by a decrease in interest income on trading securities and interest income on reverse repurchase agreements and amounts due from banks.
For fiscal 2026, interest income on loans to customers increased by $75.9 million, or 37%, compared to fiscal 2025 due to the growth of Freedom Bank KZ's customer loan portfolio in fiscal 2026.
Interest income on margin loans to customers increased by $65.3 million, or 31%, due to an increase in the usage of margin loans for trades by our customers in fiscal 2026. For fiscal 2026, we earned interest income from margin lending
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from a market maker customer of our Freedom Global subsidiary in an amount of approximately $21.4 million, representing 8% of our total interest income from margin lending for that period.
For fiscal 2026, interest income on held-to-maturity securities increased by $48.7 million compared to fiscal 2025, primarily due to the growth of the held-to-maturity securities portfolio in fiscal 2026.
During fiscal 2026, interest income on available-for-sale securities increased by $18.0 million, or 45%, compared to fiscal 2025 due to the growth of available-for-sale portfolio in fiscal 2026.
Interest income on trading securities decreased by $187.3 million, or 50% during fiscal 2026, as compared to fiscal 2025 due to a reduction in the volume of interest-bearing trading securities held during the period. This reflects a strategic shift in our investment portfolio in response to increased market volatility and rising interest rates, which adversely impacted reinvestment decisions.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of our interest-earning assets for fiscal 2026 and 2025.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Average balance | ||||||
| Interest-earning assets | ||||||
| Trading securities | $ | 1,714,066 | (2) | $ | 3,149,515 | |
| Margin lending, brokerage and other receivables, net | 2,947,804 | (1) | 2,202,876 | |||
| Loans issued | 1,829,930 | 1,405,464 | ||||
| Available-for-sale securities, at fair value | 495,492 | (2) | 348,847 | |||
| Held-to-maturity securities | 327,711 | 14,221 | ||||
| Average yields (3) | ||||||
| Trading securities | 11.1 | % | 12.0 | % | ||
| Margin lending, brokerage and other receivables, net | 9.4 | % | 8.5 | % | ||
| Loans issued | 15.5 | % | 14.8 | % | ||
| Available-for-sale securities, at fair value | 11.8 | % | 11.6 | % | ||
| Held-to-maturity securities | 15.2 | % | 7.0 | % | ||
| Interest income | ||||||
| Interest income on trading securities | $ | 191,021 | $ | 378,350 | ||
| Interest income on loans to customers | 283,657 | 207,802 | ||||
| Interest income on margin loans to customers | 277,633 | 186,463 | ||||
| Interest income on available-for-sale securities | 58,276 | 40,297 | ||||
| Interest income on held-to-maturity securities | 49,670 | 1,000 | ||||
| Other interest income | 22,221 | 24,644 | ||||
| Total interest income | $ | 882,478 | $ | 838,556 |
(1) Average balance and average yields relate to margin lending activities.
(2) Average balance, average yields, and interest income relates to corporate debt, non-US sovereign debt and US sovereign debt activities.
(3) Average yields are computed by dividing interest income by the corresponding average monthly balances
Interest income on margin loans to customers includes income accrued on off-balance sheet arrangements. The monthly average balance of these arrangements is not included in the table above. These off-balance sheet arrangements mainly included repurchase agreements of our brokerage customers. During fiscal 2025, and specifically as of September 30, 2024, the monthly average balance of off-balance sheet arrangements was $688.8 million, with a weighted average
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interest rate of 8%. Following that date, we had no such off-balance sheet arrangements on which we charge an interest. We had no such interest-bearing off-balance sheet arrangements after that date, including during fiscal 2026.
The following table sets forth the effects of changing rates and volumes on interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 vs 2025 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest income | ||||||||||
| Interest income on loans to customers | $ | 10,478 | $ | 65,377 | $ | 75,855 | ||||
| Interest income on margin loans to customers | 22,786 | 68,384 | 91,170 | |||||||
| Interest income on trading securities | (25,651) | (161,678) | (187,329) | |||||||
| Interest income on available-for-sale securities | 744 | 17,235 | 17,979 | |||||||
| Interest income on held-to-maturity securities | 2,424 | 46,246 | 48,670 | |||||||
| Other interest income | — | — | (2,423) | |||||||
| Total interest income | $ | 10,782 | $ | 35,563 | $ | 43,922 |
Net insurance revenue
For fiscal 2026, we had net insurance revenue of $402.4 million, a decrease of $168.8 million, or 29%, as compared to fiscal 2025. Effective April 1, 2025, we adopted ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts ("LDTI"), using the modified retrospective transition method. In connection with adoption, the caption previously presented as "Insurance underwriting income" was renamed "Net insurance revenue," and three new components — deferred profit liability issuance expense, deferred profit liability remeasurement gain (loss), and deferred profit liability amortization / release.
The following table sets out information on our net insurance revenue for the periods presented.
| Year ended March, 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | |||||||||||
| Written insurance premiums | $ | 507,286 | $ | 664,437 | $ | (157,151) | (24) | % | ||||||
| Reinsurance premiums ceded | (9,218) | (15,974) | 6,756 | (42) | % | |||||||||
| Change in unearned premium reserve, net | (14,727) | (30,867) | 16,140 | (52) | % | |||||||||
| Deferred profit liability issuance expense | (88,296) | (50,772) | (37,524) | 74 | % | |||||||||
| Deferred profit liability remeasurement gain (loss) | 326 | 1,624 | (1,298) | (80) | % | |||||||||
| Deferred profit liability amortization / release | 7,025 | 2,776 | 4,249 | 153 | % | |||||||||
| Net insurance revenue | $ | 402,396 | $ | 571,224 | $ | (168,828) | (29) | % |
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Written insurance premiums decreased by: a $157.2 million, or 24% to $507.3 million, primarily due to the regulatory cap on commissions paid to insurance agents for policies associated with bank and microfinance loan products, which reduced new business volumes during the fiscal year
Deferred profit liability issuance expense increased by a $37.5 million, or 74% to $88.3 million, reflecting higher gross premiums collected on contracts issued by Freedom Life during fiscal 2026. Under LDTI, the excess of gross premium over the net premium required to fund expected future benefits is deferred and released into revenue over the period insurance remains in force.
Net gain on foreign exchange operations
For fiscal 2026, we realized a net gain on foreign exchange operations of $67.7 million compared to a net gain of $51.7 million for fiscal 2025. The change was primarily due to the gain on dealing transactions of $59.1 million which is mainly attributable to the 74% increase of transaction quantity of Freedom Bank KZ. There was also a translation gain of $8.6 million. The overall increase is mostly attributable to Freedom Bank KZ which had a net gain on foreign exchange currency of $68.4 million in fiscal 2026, compared to a $8.8 million gain in fiscal 2025, mainly due to the 5% appreciation of Kazakhstan tenge in fiscal 2026. This was partially offset by a net loss on foreign exchange operations of $9.0 million attributable to translation difference loss of Freedom Global due to the depreciation of US dollar against Kazakhstan tenge, compared to net gain on foreign exchange operations of $8.9 million in fiscal 2025.
Net gain on derivatives
For fiscal 2026, we had a net gain on derivatives of $66.8 million compared to a net gain of $12.4 million for fiscal 2025. The increase was primarily attributable to Freedom Bank KZ, which had a realized net gain of $40.9 million for fiscal 2026, as compared to a realized net gain of $1.8 million for fiscal 2025. Such change between the two periods was mainly due to a positive revaluation of currency swaps for fiscal 2026.
Sales of goods and services
For fiscal 2026, we had a sales of goods and services of $97.4 million compared to a sales of goods and services of $40.1 million for fiscal 2025. The increase was primarily driven by our expansion into the telecommunications sector following the acquisition of Freedom Cloud Holding and by increased customer activity and order volume at Arbuz.
Other income
For fiscal 2026, we had other income of $25.9 million, an increase of $8.9 million or 51.9% compared to other income of $17.1 million in fiscal 2025. The increase was primarily driven by compensation payments from FFIN Credit to Freedom Bank KZ in connection with incurred losses arising from the derecognition of loan portfolios, leading to the recognition of income from loss reimbursement.
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Expense
The following table sets forth information regarding our total expense for the periods presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | |||||||||||
| Fee and commission expense | $ | 218,565 | $ | 346,502 | $ | (127,937) | (37) | % | ||||||
| Interest expense | 489,036 | 535,895 | (46,859) | (9) | % | |||||||||
| Insurance claims and policyholder benefits, net of reinsurance | 259,309 | 260,488 | (1,179) | — | % | |||||||||
| Payroll and bonuses | 426,471 | 287,347 | 139,124 | 48 | % | |||||||||
| Professional services | 46,258 | 28,924 | 17,334 | 60 | % | |||||||||
| Stock compensation expense | 68,047 | 59,592 | 8,455 | 14 | % | |||||||||
| Advertising and sponsorship expense | 103,304 | 124,627 | (21,323) | (17) | % | |||||||||
| General and administrative expense | 222,339 | 162,474 | 59,865 | 37 | % | |||||||||
| Allowance for expected credit losses | 52,365 | 62,445 | (10,080) | (16) | % | |||||||||
| Cost of sales | 79,632 | 31,278 | 48,354 | 155 | % | |||||||||
| Total expense | $ | 1,965,326 | $ | 1,899,572 | $ | 65,754 | 3 | % |
The following table sets out the components of our expense as a percentage of total expense for the fiscal years presented.
| Year ended March 31, | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| Fee and commission expense | 11 | % | 18 | % | |
| Interest expense | 25 | % | 28 | % | |
| Insurance claims and policyholder benefits, net of reinsurance | 13 | % | 14 | % | |
| Payroll and bonuses | 22 | % | 15 | % | |
| Professional services | 2 | % | 1 | % | |
| Stock compensation expense | 4 | % | 3 | % | |
| Advertising and sponsorship expense | 5 | % | 7 | % | |
| General and administrative expense | 11 | % | 9 | % | |
| Allowance for expected credit losses | 3 | % | 3 | % | |
| Cost of sales | 4 | % | 2 | % | |
| Total expense | 100 | % | 100 | % |
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Fee and commission expense
The following table sets forth information regarding our fee and commission expense for the periods presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | %Change | |||||||||||
| Agency fee expense | $ | 123,211 | $ | 284,483 | (161,272) | (57) | % | |||||||
| Brokerage services | 46,036 | 19,846 | 26,190 | 132 | % | |||||||||
| Bank services | 31,126 | 20,064 | 11,062 | 55 | % | |||||||||
| Exchange services | 6,472 | 1,776 | 4,696 | 264 | % | |||||||||
| Central Depository services | 1,323 | 707 | 616 | 87 | % | |||||||||
| Other commission expenses | 10,397 | 19,626 | (9,229) | (47) | % | |||||||||
| Total fee and commission expense | $ | 218,565 | $ | 346,502 | $ | (127,937) | (37) | % |
The following table sets out the components of our fee and commission expense as a percentage of total fee and commission expense, net for the periods presented.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| (as a % of total fee and commission expense) | ||||||
| Agency fee expense | 56 | % | 82 | % | ||
| Brokerage services | 21 | % | 6 | % | ||
| Bank services | 14 | % | 5 | % | ||
| Exchange services | 3 | % | 1 | % | ||
| Central Depository services | 1 | % | — | % | ||
| Other commission expenses | 5 | % | 6 | % | ||
| Total fee and commission expense | 100 | % | 100 | % |
Fee and commission expense decreased by $127.9 million, or 37% in fiscal 2026, as compared to fiscal 2025. The decrease was mainly attributable to a decrease of agency fee expense of $161.3 million in fiscal 2026 as compared to fiscal 2025, driven by the regulatory cap on commissions paid to insurance agents for policies associated with loan products of credit organizations, which reduced new business volumes during the period. The decrease was also attributable to a $9.2 million decrease in other commission expenses, primarily driven by lower acquiring turnover volumes, resulting in reduced payment system and processing-related commission expenses during the period. This decrease was partially offset by a $26.2 million increase in brokerage service expense in fiscal 2026, which was driven by higher customer activity, as well as a $11.1 million increase in bank services expense, reflecting the continued expansion of our customer base and the growing volume of card transactions within our ecosystem.
Interest expense
During fiscal 2026, total interest expense decreased slightly compared to the same period in fiscal 2025. However, its composition changed due to shifts in funding sources and interest rate dynamics.
There was a decrease in interest expense on securities repurchase agreement obligations, driven by a 44% decline in the average balance of securities repurchase agreement obligations, from $2.4 billion during fiscal 2025 to $1.3 billion during fiscal 2026. Additionally, the average interest rate applied to these obligations decreased from 14.4% to 12.2%, further contributing to the reduction in expense. This decline primarily reflects the Company's decision to reduce exposure to market risk by liquidating a portion of the trading portfolio.
Interest expense related to customer liabilities increased as the average balance of customer deposits and brokerage account liabilities grew 93% year-over-year, rising from $1.2 billion to $2.2 billion. While the average interest rate decreased from 10% to 9% due to market-driven adjustments, the significant growth in the deposit base more than offset this decline.
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Interest expense on debt securities issued increased to $869.3 million during fiscal 2026, compared to $356.7 million during fiscal 2025. This increase was primarily driven by the placement of several new debt securities during two periods. The impact of the higher balance of such securities was partially offset by a decrease in the average interest rate from 10.1% to 9.4%. The increase in debt issuance reflects the Company’s long-term funding and investment strategy.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for fiscal 2026 and 2025.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Average balance | ||||||
| Interest-bearing liabilities | ||||||
| Securities repurchase agreement obligations | $ | 1,332,480 | $ | 2,370,620 | ||
| Customer liabilities (1) | 2,233,536 | 1,157,574 | ||||
| Margin lending payable | 647,867 | 647,966 | ||||
| Debt securities issued | 869,335 | 356,653 | ||||
| Average rates | ||||||
| Securities repurchase agreement obligations | 12.21 | % | 14.38 | % | ||
| Customer liabilities (1) | 9.16 | % | 9.64 | % | ||
| Margin lending payable | 4.89 | % | 7.06 | % | ||
| Debt securities issued | 9.40 | % | 10.13 | % | ||
| Interest expense | ||||||
| Interest expense on securities repurchase agreement obligations | $ | 162,760 | $ | 340,863 | ||
| Interest expense on customer accounts and deposits | 204,578 | 111,541 | ||||
| Interest expense on margin lending payable | 31,687 | 45,748 | ||||
| Interest expense on debt securities issued | 81,757 | 36,130 | ||||
| Other interest expense | 8,254 | 1,613 | ||||
| Total interest expense | $ | 489,036 | $ | 535,895 |
(1) Average balance, average rates, and interest expense relates to interest-bearing deposits.
The following table sets forth the effects of changing rates and volumes on interest. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
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| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 vs 2025 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest expense | ||||||||||
| Interest expense on securities repurchase agreement obligations | $ | (45,551) | $ | (132,552) | $ | (178,103) | ||||
| Interest expense on customer accounts and deposits | (5,226) | 98,263 | 93,037 | |||||||
| Interest expense on margin lending payable | (14,054) | (7) | (14,061) | |||||||
| Interest expense on debt securities issued | (2,393) | 48,020 | 45,627 | |||||||
| Other interest expense | — | — | 6,641 | |||||||
| Total interest expense | $ | (67,224) | $ | 13,724 | $ | (46,859) |
Insurance claims and policyholder benefits, net of reinsurance
In fiscal 2026, we had a 1.2 million, or 0%, decrease in insurance claims and policyholder benefits, net of reinsurance, as compared to $260.5 million in fiscal 2025. The slight overall decrease reflected significant offsetting movements within the line. The principal unfavorable drivers were a $79.9 million, or 191%, increase in claims paid substantially all of which was attributable to higher claim activity in our compulsory civil liability insurance of vehicle owners line, reflecting growth of the in-force portfolio in that class, $15.2 million increase in other insurance net expense to $86.2 million, primarily due to higher terminations under pension and accident insurance policies, a $14.3 million increase in interest accretion on the liability for future policy benefits to $23.6 million, reflecting growth of the in-force long-duration block, and a $8.3 million unfavorable change in liability remeasurement loss on long-duration contracts, reflecting the combined effect of updates to cash flow assumptions performed in the annual review and experience adjustments arising during the period. These were more than offset by a $62.0 million favorable change in insurance reserves, as the movement shifted from a $37.9 million build in fiscal 2025 to a $24.1 million release in fiscal 2026 and by a $19.1 million increase in reinsurers' share of claims paid, reflecting higher recoveries under our reinsurance arrangements.
Payroll and bonuses
In fiscal 2026, we had payroll and bonuses expense of $426.5 million, representing an increase of $139.1 million, or 48%, compared to $287.3 million in fiscal 2025. The increase is primarily attributable to the expansion of our workforce through hiring, establishment of new subsidiaries and acquisitions. The increase was also due to increased salary and bonus amounts in fiscal 2026.
Professional services
For fiscal 2026, our professional services expense was $46.3 million, representing a increase of $17.3 million, or 60%,compared to $28.9 million for fiscal 2025. The increase was primarily attributable to an increase in expenses for auditing services rendered by our external auditors due to timing differences in the provision of such services. The increase was also attributable to higher legal fees incurred.
Stock compensation expense
In fiscal 2026, our stock compensation expense was $ 68.0 million, representing an increase of $8.5 million, or 14%, compared to stock compensation expense of $59.6 million for fiscal 2025. The increase is attributable to new stock grants, the majority of which vested on the date of issuance during fiscal 2026 as well as the partial amortization of stock grants awarded during prior fiscal years.
Advertising and sponsorship expense
Advertising and sponsorship expense for fiscal 2026, was $103.3 million, representing an decrease of $21.3 million or 17% compared to $124.6 million for fiscal 2025. The decrease was primarily driven by an $14.6 million reduction in advertising expenditures by Freedom EU, reflecting management's decision to lower advertising spend in line with the Company's marketing strategy, and a $4.8 million decrease in sponsorship expenditures coordinated through Freedom Shapagat Corporate Fund, the Company's subsidiary that administers its sponsorship activities, reflecting the non-recurrence of prior-year sponsorship commitments to several sports and educational organizations, partially offset by expanded sponsorship of the Junior Football League of Kazakhstan and new sponsorship arrangements with the
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International School Chess Federation. This decrease was partially offset by a $2.1 million increase at our subsidiary Aviata, an online travel ticket aggregator, reflecting expanded marketing activity of Aviata. The Company continued to support socially significant initiatives through contributions to the Kazakhstan Chess Federation, the Junior Football League of Kazakhstan, and other community programs, reaffirming its commitment to the development of sports, education, and social well-being.
General and administrative expense
General and administrative expense for the fiscal 2026, were $222.3 million, representing an increase of $59.9 million or 37% compared to $162.5 million for the fiscal 2025. The main factors contributing to the increase were increases in depreciation and amortization, business trip expenses, other operating expenses, rent expenses, communication services expense, lease depreciation, software support, and training and conferences expense. Depreciation and amortization increased by $17.4 million, primarily reflecting a higher depreciable and amortizable asset base, including data centers, telecommunications infrastructure and system implementation projects. Business trip expenses increased by $9.4 million reflecting a general increase in business travel activity. Other operating expenses increased by $6.4 million, primarily due to increased banking and overhead costs from Freedom Bank KZ, as well as the overall growth of our operations and the addition of new subsidiaries. Rent expenses increased by $5.1 million, driven by business expansion and additional office and retail space. Communication services expense increased by $4.6 million, mainly due to higher communication and connectivity costs required to support the expansion of digital channels. Lease depreciation increase by $3.9 million, primarily attributable to new lease agreements and higher depreciation of right-of-use assets. Software support expenses increased by $3.1 million, mainly due to the support of licensed and other software systems. Training and conferences expense increased by $2.9 million, reflecting higher employee training and participation in professional events.
Provision for allowance for expected credit losses
For fiscal 2026 we recognized allowance for credit losses in the amount of $52.4 million, as compared to provisions for credit losses of $62.4 million for fiscal 2025. The decrease was primarily driven by lower net provisions on mortgage loans and loans to SME, reflecting higher recoveries. This was partially offset by higher net provisions on car loans, primarily due to a higher estimated probability of default observed during the second half of the fiscal year, growth of the retail loan portfolio and purchased retail loans.
During the period, the Company transitioned to the use of internal historical credit data for estimating expected credit losses under ASC 326 for certain loan products, including auto loans, loans to SME, mortgage loans, and purchased retail loans originated by microfinance institutions. The transition was driven by the availability of sufficient internal loss experience for core products and observed inconsistencies in external credit bureau data, which limited the Company’s ability to reliably assess borrower behavior. Management believes that the use of internal statistics better reflects the risk characteristics of the Company’s portfolios and enhances the accuracy of CECL estimates.
Cost of sales
For fiscal 2026 cost of sales was $79.6 million compared to $31.3 million for fiscal 2025, primarily reflecting the growth in sales of goods and services attributable to our expansion into the telecommunications sector following the acquisition of Freedom Cloud Holding and increased customer activity and order volume at Arbuz.
Income tax expense
We had net income before income tax of $226.0 million and $104.6 million in fiscal 2026 and 2025, respectively. Our effective tax rate for fiscal 2026 increased to 32.1%, from 27.2% during fiscal 2025. Income tax expense for fiscal 2026 , and 2025 was $72.6 million and $28.4 million, respectively. The main factor of an increase was the change in Kazakhstani tax legislation. The change was enacted during July 2025 with the retrospective effect from calendar 2025. The key change affecting the Company’s tax position is the introduction of a 10% income tax on interest income and realized capital gains from Kazakhstani sovereign securities, which are now subject to taxation within a separate income category. Another reason of the increase in effective tax rate was changes in the composition of the revenues we realized from our operating activities, the tax treatment of those revenues in the various jurisdictions where our subsidiaries operate, and the incremental U.S. GILTI tax. In addition, during fiscal 2026, we had accrued additional top-up tax resulted from Global Anti-Base Erosion Model Rules (Pillar Two), which have been enacted in certain jurisdictions where our subsidiaries operate.
Net income
As a result of the foregoing factors, for fiscal 2026 we had net income of $153.3 million as compared to $76.2 million for fiscal 2025, a increase of 101%.
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Foreign currency translation adjustments, net of tax
Due to a 5% appreciation of the Kazakhstan tenge against the U.S. dollar during fiscal 2026, we realized a foreign currency translation gain of $54.0 million for fiscal 2026, as compared to a foreign currency translation loss of $104.1 million for fiscal 2025.
BUSINESS SEGMENT OPERATIONS
We report our results of operations through the following four business segments: Brokerage, Banking, Insurance, and Other. These operating segments are based on how our CODM makes decisions about allocating resources and assessing performance. The total revenue, net associated with our segments is summarized in the following table:
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | |||||||||||
| Brokerage | $ | 831,508 | $ | 717,349 | $ | 114,159 | 16 | % | ||||||
| Insurance | 497,784 | 636,654 | (138,870) | (22) | % | |||||||||
| Banking | 689,202 | 506,148 | 183,054 | 36 | % | |||||||||
| Other | 172,797 | 144,004 | 28,793 | 20 | % | |||||||||
| Total revenue, net | $ | 2,191,291 | $ | 2,004,155 | $ | 187,136 | 9 | % |
Total revenue, net for fiscal 2026 increased across brokerage, banking and other segments compared to fiscal 2025. In our segment reporting, we account for all operations within each business segment, including all related subsidiaries and their activities. Below is a discussion of revenue of our segments in fiscal 2026 compared to fiscal 2025.
Brokerage Segment
•In fiscal 2026, the Brokerage segment experienced a significant increase in total revenue, net, primarily driven by a $72.5 million increase in fee and commission income, reflecting a general increase in brokerage activity in the same period. Interest income also contributed to the growth, rising by $44.6 million, largely due to increased usage of margin loans for trades by our customers. In addition, in fiscal 2026, we had a $11.0 million gain on derivatives and a $3.5 million increase in net gain on trading securities, which were partially offset by a $16.4 million decrease in net (loss)/gain on foreign exchange operations.
Insurance Segment
•In fiscal 2026, total revenue, net in the Insurance segment decreased mainly due to a decrease for $168.8 million in net insurance revenue, because the volume of revenue receipts from the agent has significantly decreased due to the updates in the Law of insurance activities, and a $1.4 million decrease in net gain on foreign exchange operations due to less favorable U.S dollar and Kazakhstani tenge exchange rate movements and a reduced net foreign currency exposure compared to the prior period. This decrease was partially offset by an increase of $15.0 million of interest income, which was mainly driven by higher income from securities, reflecting an increase in the volume of interest-bearing instruments and higher yields during the period, increase for $11.1 million of net gain on trading securities supported by more favorable market movements, and $5.3 million of other income.
Banking Segment
•In fiscal 2026, total revenue, net in the Banking segment increased mainly due to the increase of $191.6 million of net gain on trading securities due to higher realized gains on securities transactions and a significant reduction in unrealized fair value losses, increase of $59.6 million net gain on foreign exchange operations due to more favorable US dollar and Kazakhstani tenge exchange rate movement, an increase of $36.1 million of net gain on derivative. These increases were partially offset by the decrease of $87.4 million of fee and commission income due to high SuperApp cashback volumes, and a decrease of $44.7 million of interest income in this segment, due to partial disposal of trading securities portfolio.
Other Segment
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•In fiscal 2026, total revenue, net in the Other segment increased mainly due to an increase of $57.3 million in sales of goods and services, reflecting our expansion into the telecommunications sector through the acquisition of Freedom Cloud Holding and increased customer activity and order volume at Arbuz. Additionally, net gain on trading securities and net gain on derivatives increased by $10.5 million and $7.3 million, respectively, primarily driven by favorable market conditions and increased trading activity during the period. These increases were partially offset by a $25.9 million decrease attributable to net gain on foreign exchange operations, primarily from FRHC as a result of appreciation of the Kazakhstan tenge against the U.S. dollar during fiscal 2026 as compared to the depreciation of the Kazakhstan tenge against the U.S. dollar in fiscal 2025. In addition, the Other income in the Other segment also decreased by $23.3 million mainly due to one-off transactions occurred during fiscal 2025.
The total expenses associated with our segments are summarized in the following table:
| Year ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Amount Change | % Change | ||||||||||||
| Brokerage | $ | 375,269 | $ | 340,721 | $ | 34,548 | 10 | % | |||||||
| Insurance | 467,759 | 622,905 | (155,146) | (25) | % | ||||||||||
| Banking | 587,216 | 600,892 | (13,676) | (2) | % | ||||||||||
| Other | 535,082 | 335,054 | 200,028 | 60 | % | ||||||||||
| Total expense, net | $ | 1,965,326 | $ | 1,899,572 | $ | 65,754 | 3 | % |
For fiscal 2026, total expenses, net increased compared to fiscal 2025. The increase was driven by higher expenses in the brokerage and other segments, partially offset by decreases in the insurance and banking segments. Below is a discussion of changes in expenses for each of our segments in fiscal 2026 versus 2025:
Brokerage Segment
•In fiscal 2026, the total expenses, net, increased in our Brokerage segment, primarily driven by higher payroll and bonus expenses, which increased by $58.1 million, reflecting our continued efforts to attract and retain top talent. Fee and commission expenses also increased by $31.5 million due to higher customer activity during the period. In addition, general and administrative expenses increased by $11.9 million. These rises in expenses were partially offset by a decrease in interest expense of $41.4 million, mainly attributable to lower interest paid on securities repurchase agreements and margin lending payable, as well as advertising and sponsorship expenses, stock-based compensation, and the allowance for expected credit (recoveries)/losses.
Insurance Segment
•In fiscal 2026, total expenses, net in our Insurance segment decreased mainly due to a $161.7 million decrease in fee and commission expense due to the regulatory cap on commissions to insurance agents for policies associated with bank and microfinance loan products, which reduced new business volumes during the period, $8.9 million decrease in general and administrative expense primarily attributable to lower charitable contributions made by the segment during fiscal 2026 compared to fiscal 2025, and the effects of decrease in interest expense by $5.5 million on trading securities and repurchase agreement obligations as a result of changes in securities portfolio and a $1.2 million increase in insurance claims and policyholder benefits, net of reinsurance was mainly attributable to higher claims paid, particularly in the compulsory motor third-party liability insurance class, which represented the largest increase during the period. The decrease was partially offset by $11.6 million increase in provisions for credit losses primarily driven by higher premium receivables, reflecting growth in written premiums during the period, $6.4 million increase in payroll and bonuses expense due to the increase in headcount and bonuses paid, new branch offices, $2.9 million increase in stock compensation expense due to new stock grants, the majority of which vested on the date of issuance as well as the partial amortization of stock grants, and $1.5 million increase in professional services expense that was mainly due to higher IT-related services and professional fees for integration with government databases.
Banking Segment
•In fiscal 2026, total expenses, net in our Banking segment decreased primarily due to a $52.3 million decrease in interest expense, attributable to a reduction in the securities portfolio for which the Freedom Bank KZ uses repurchase agreements, $15.1 million decrease in provision for impairment losses is mainly due to lower expected credit loss charges, and a $1.4 million decrease in stock compensation expense. These decreases were partially offset by the $28.2 million increase in payroll and bonuses expense due to headcount growth, $18.7 million increase in general and administrative expenses is attributable to the overall development of the Bank's new
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products and services, as well as improvement of business processes and operational activities, $9.6 million increase in fee and commission expense mainly driven by the growth in acquiring operations due to the connection of additional banking channels and market terminals, as well as a higher number of transactions, and $0.7 million increase in professional services mainly attributable to the higher volume of consulting services provided by external advisors during the reporting period.
Other Segment
•In fiscal 2026, total expenses in our Other segment increased primarily due to increases in interest expense, payroll and bonuses, cost of sales, general and administrative expenses, and professional services. Interest expense increased by $52.3 million, mainly attributable to higher interest expense on debt securities issued by Freedom SPC. Payroll and bonuses increased by $46.5 million, reflecting the overall growth of our operations and the addition of new subsidiaries. Cost of sales increased by $48.4 million, driven by higher sales volumes associated with our expansion into the telecommunications sector through the acquisition of Freedom Cloud Holding, as well as increased customer activity and order volume at Arbuz. General and administrative expenses increased by $38.2 million, primarily due to business expansion and scaling of operations. Professional services expenses increased by $13.1 million, mainly due to higher consulting, legal and audit fees supporting the Group’s growth. Stock-based compensation expenses increased by $13.8 million as a result of new stock grants issued during the period and their partial amortization. These increases were partially offset by a decrease in advertising expenses of $5.9 million, reflecting lower marketing spend compared to the prior period, as well as a decrease in fee and commission expenses of $7.4 million, primarily due to changes in payment processing volumes and related bank commissions.
LIQUIDITY AND CAPITAL RESOURCES
During the periods covered in this report our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the issuance of bonds and other borrowings.
We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages, insurance companies and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we have in place the risk management monitoring and processes, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions which can negatively impact our liquidity, capitalization and business. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.
We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other asset positions are stated at fair value and should generally be readily marketable in most market conditions. The following sets out certain information regarding our assets as of the dates presented:
| As of March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Cash and cash equivalents(1) | $ | 966,115 | $ | 837,302 | ||
| Restricted cash(2) | $ | 1,246,312 | $ | 807,468 | ||
| Trading securities | $ | 2,339,100 | $ | 2,275,286 | ||
| Total assets | $ | 13,155,239 | $ | 9,915,117 | ||
| Net liquid assets(3) | $ | 6,971,074 | $ | 5,013,290 |
(1)Of the $966.1 million in cash and cash equivalents we held at March 31, 2026, $207.9 million, or approximately 22%, were subject to reverse repurchase agreements. By comparison, at March 31, 2025, we had cash and cash equivalents of $837.3 million, of which $81.1 million, or 10%, were subject to reverse repurchase agreements. The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies, including adequate capital and liquidity levels for each entity.
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(2)Principally consists of cash of our brokerage customers which are segregated in a special custody accounts for the exclusive benefit of our brokerage customers.
(3)Consists of cash and cash equivalents, trading securities, and margin lending, brokerage and other receivables, net of securities repurchase agreement obligations. Includes liquid assets held after deducting securities repurchase agreement obligations.
As at March 31, 2026 and 2025, we had total liabilities of $11.7 billion and $8.7 billion, respectively, including customer liabilities of $7.1 billion and $4.3 billion, respectively.
We finance our assets primarily from revenue-generating activities and short-term and long-term financing arrangements.
Cash Flows
The following table presents information from our statement of cash flows for the periods indicated. Our cash and cash equivalents include restricted cash, which principally consists of cash of our brokerage customers which are segregated in special custody accounts for the exclusive benefit of our brokerage customers.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Net cash from operating activities | $ | 185,221 | $ | 1,681,058 | ||
| Net cash used in investing activities | (1,049,155) | (905,472) | ||||
| Net cash from/(used in) financing activities | 1,191,629 | (1,578) | ||||
| Effect of changes in foreign exchange rates on cash and cash equivalents and restricted cash | 241,143 | (137,038) | ||||
| Effect of expected credit losses on cash and cash equivalents and restricted cash | (1,181) | 79 | ||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | $ | 567,657 | $ | 637,049 |
Net Cash From Operating Activities
Net cash used in operating activities during fiscal 2026 was comprised of net cash from operating activities and net income adjusted for non-cash movements (changes in deferred taxes, unrealized gain on trading securities, net change in accrued interest, change in insurance reserves, and allowance for credit losses). Net cash used in operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Decreases in trading securities (1) | $ | 24,614 | $ | 827,157 | ||
| Increases in brokerage customer liabilities (2) | $ | 1,597,220 | $ | 1,516,767 | ||
| Increases in margin lending, brokerage and other receivables (3) | $ | (1,203,073) | $ | (1,743,595) | ||
| (Decrease)/Increases in margin lending and trade payables (4) | $ | (730,025) | $ | 474,087 |
(1)Resulted from an decrease in the amount of securities held in our proprietary account.
(2)Resulted from increased funds in brokerage accounts from new and existing customers.
(3)Resulted from an increase in volume of margin lending receivables.
(4)Resulted from decreased volume of margin lending payables.
The change from net cash used in operating activities of $1.7 billion in fiscal 2025 to net cash from operating activities of $185.2 million in fiscal 2026 was primarily attributable to a decrease in margin lending and trading securities.
Net cash flows from operating activities in the fiscal 2026 were primarily driven by changes in brokerage customer liabilities, restricted cash, and margin lending-related balances. Brokerage customer liabilities largely represent
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customer cash balances held in brokerage accounts, and a portion of these balances are maintained in segregated/clearing or settlement accounts and therefore reflected as restricted cash. Accordingly, increases in brokerage customer liabilities generally correspond to increases in restricted cash, as customer funds are placed into restricted/segregated accounts rather than being available for general corporate use. The increase in brokerage customer liabilities during the period reflects higher customer cash balances, which may be influenced by a combination of (i) higher customer activity and turnover, (ii) growth in the customer base and/or higher balances from existing customers, and (iii) customer preference to hold more cash in brokerage accounts due to market conditions and trading opportunities. The significant decrease in margin lending liabilities is consistent with a reduction in margin funding requirements as net margin lending balances declined, as also reflected in the decrease in margin lending and other receivables. These changes may be associated with changes in customer liabilities balances, led by lower utilization of margin by customers and/or increased repayments of margin balances, as well as ongoing optimization of the Company’s margin funding structure.
Net Cash Used In Investing Activities
During fiscal 2026, net cash used in investing activities was $1,049.2 million compared to net cash used in investing activities of $905.5 million during fiscal 2025. During fiscal 2026, cash used in investing activities was used for purchase of available-for-sale securities, at fair value, in the amount of $452.1 million and the issuance of loans, net of repayment by customers, in the amount of $412.2 million. During fiscal 2026, cash used in investing activities increased by 143.7 million compared to fiscal 2025, mainly due to the increase in purchase of held-to-maturity securities in the amount of 256.8 million.
Net Cash Used In Financing Activities
Net cash flows used in financing activities for the fiscal 2026 was $1.2 billion compared to net cash flow from financing activities in amount of $1.6 million during the fiscal 2025. This change was primarily attributable to a $629.9 million change in net repayment from securities repurchase agreement obligations and proceeds from issuance of debt securities in the amount of $581.9 million.
Cash flows used in financing activities during the fiscal 2026 consisted principally of proceeds from the issuance, net of repurchase, of debt securities in the amount of $783.5 million, bank customer deposits received in the amount of $770.4 million due to the growth of banking activity, repayment of securities repurchase agreement obligations in the amount of $431.5 million.
Capital Expenditures
In alignment with our digital fintech ecosystem strategy, we are expanding our business into the telecommunications market in Kazakhstan through our Freedom Telecom subsidiary. Our expansion will require significant capital expenditures, the specific amount of which is currently uncertain. Total capital expenditures for the development of this business area are currently expected to be required for, among other things, construction of network infrastructure, including a backbone network, obtaining licenses or other rights to provide services where required and acquisitions of smaller companies in the sector. Our plans and budget for Freedom Telecom continue to be regularly reassessed and are subject to revisions, which may be material. We currently plan to finance our capital expenditures for this business area with a combination of own funds and borrowings, including vendor financing, including the proceeds of a $200 million U.S. dollar domestic bond placement on the AIX that we completed on December 19, 2023. In addition, on September 16, 2024, Freedom SPC authorized and issued a series of $200 million bonds during the fiscal 2026, the proceeds of which were also allocated to finance capital expenditures in this business area. For further information, see "Indebtedness - Long-term" below.
Since 2024, as part of its telecommunications business development, the Group has entered into a number of contractual arrangements for the purchase of equipment and related software over the following five-year period. The capital expenditure commitments under these arrangements may change materially based on the internal business needs of the Group and external market factors. As of March 31, 2026, such capital expenditure commitments amounted up to $84.1 million. See Note 29 "Commitments and Contingent Liabilities" to the consolidated financial statements included in in Part II Item 8 of this annual report.
As a further step in implementing our strategy to build a digital fintech ecosystem, on January 25, 2024, we established Freedom Media as a subsidiary of Freedom Telecom with a view to becoming a major Kazakhstan media platform offering tailored streaming services to the Kazakhstan market and, potentially, the broader Central Asian region. Total capital expenditures directly attributable to Freedom Media business as of March 31, 2026 amounted to $5 million.
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We commenced financing these capital expenditures in early 2024 and plan to continue funding them primarily using our own funds.
Dividends
We did not declare or pay a cash dividend on our common stock during fiscal 2026 or fiscal 2025. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Indebtedness
Short-term
Our short-term financing is primarily obtained through securities repurchase arrangements conducted through stock exchanges. We use repurchase arrangements, among other things, to finance our liquidity positions. As of March 31, 2026, $1.0 billion, or 44% of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $1.4 billion, or 63% as of March 31, 2025. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities repurchase agreement obligations see Note 13 "Securities Repurchase Agreement Obligations" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Long-term
On October 21, 2021, our subsidiary Freedom Finance Special Purpose Company LTD ("Freedom SPC") issued U.S. dollar-denominated bonds due 2026, in an aggregate principal amount of $65.1 million, which are listed on the AIX. The annual interest rate for such bonds is 5.5%. The bonds are guaranteed by FRHC.
On December 19, 2023, Freedom SPC issued U.S. dollar-denominated bonds due 2028, in an aggregate principal amount of $200.2 million, for the purpose of raising funds to finance the development of the Freedom Telecom business. The bonds were issued within the Freedom SPC's $1 billion bond program that is valid until December 31, 2033. For the first and second years, the annual interest rate for such bonds was 12%, and for subsequent years the interest rate is 10.39% (being the sum of the effective federal funds rate as of December 10, 2025 and a margin of 6.5%). On September 16, 2024, Freedom SPC authorized $199.3 million bonds due September 16, 2026 under the same program, with a 10.5% annual interest rate payable quarterly, all of which were placed (i.e., sold) during the three months ended December 31, 2024. In May 2025, Freedom SPC authorized and placed $328.2 million bonds due 2027 denominated in U.S. dollars, euros, and Chinese yuans under the Freedom SPC's $1 billion program, as amended. The U.S. dollar, euro and Chinese yuan bonds have annual interest rate of 10%, 8%, 9.0% respectively, payable on a quarterly basis. On October 10, 2025, Freedom SPC issued U.S. dollar-denominated bonds due October 10, 2028, in an aggregate principal amount of $269.7 million under the Freedom SPC's $1 billion program, with 9.5% annual interest all of which were placed during the three months ended December 31, 2025. On March 19, 2026, Freedom SPC issued U.S. dollar-denominated bonds due March 19, 2029, in an aggregate principal amount of $400 million under the Freedom SPC's second $1 billion program, with 9.0% annual interest, of which $186.5 million were placed during the three months ended March 31, 2026. The Freedom SPC bonds described above are guaranteed by FRHC and listed on the AIX.
As of March 31, 2026, there was an aggregate of $1,261.1 million in principal amount of Freedom SPC bonds, outstanding. The aggregate accrued interest as of March 31, 2026 for the Freedom SPC bonds due 2026, the Freedom SPC bonds due 2027, the Freedom SPC bonds due 2028, and the Freedom SPC bonds due 2029 was $12.2 million.
On June 21, 2019, SilkNetCom, a FRHC's subsidiary since September 17, 2024, entered into a KZT denominated loan facility agreement with JSC "Development Bank of Kazakhstan" for up to $27.8 million. The loan is subject to a fixed annual interest rate of 10.0% effective until April 30, 2027, and 15.71% thereafter, with a maturity date of June 21, 2031. As of March 31, 2026, the outstanding aggregate amount under the loan was $12.06 million, including $13.5 million of principal amount and $353.8 thousand of accrued interest. The purpose of obtaining this loan was to finance the expansion of a broadband internet access in Kazakhstan rural areas.
Freedom Bank KZ entered into two KZT-denominated loan agreements with JSC "Agrarian Credit Corporation": one entered into in January 2026 in a principal amount of $13.73 million at a fixed annual interest rate of 1.5%, with a
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maturity date of March 2027, and one entered into in December 2025 in a principal amount of $16.29 million at a fixed annual interest rate of 1.5%, with a maturity date of December 2040. As of March 31, 2026, the outstanding aggregate principal amount under these loans was $30.03 million. The purpose of obtaining these loans was for further lending by Freedom Bank KZ to entities operating in the agro-industrial sector of Kazakhstan and agricultural production cooperatives.
Freedom Bank KZ entered into multiple KZT-denominated loan agreements with "Damu" Entrepreneurship Development Fund during the period from May 2025 through November 2025. The loans carry fixed annual interest rates ranging from 2.0% to 3.5%, with maturity dates ranging from December 2031 to May 2040. As of March 31, 2026, the outstanding aggregate principal amount under these loans was $53.47 million. The purpose of obtaining these loans was to support small and medium-sized businesses through subsequent lending on preferential terms, aiming to stimulate entrepreneurship and promote economic development. These loans do not impose any financial covenants.
During the fiscal 2025, Freedom Bank KZ established three Kazakhstan law bond programs: (i) a program of up to 100 billion Kazakhstani tenge, of which 7-year bonds for 50 billion Kazakhstani tenge which have been listed on the KASE, with a floating interest rate to be determined following the first trades, (ii) a program of up to 200 billion Kazakhstani tenge, of which 2-year bonds for 36 billion Kazakhstani tenge have been listed on the KASE with a fixed interest rate determined following the first trades, and (iii) a program of up to $300 million, of which 2-year bonds for $50 million have been listed on the KASE with a fixed interest rate to be determined following the first trades. None of the bonds within the Freedom Bank KZ's bond programs have been placed to investors. Going forward, Freedom Bank KZ may decide to place any or all of these the bonds as needed to support its liquidity.
Net Capital and Capital Requirements
A number of our subsidiaries (and, in certain instances, FRHC as their owner) are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
At March 31, 2026, these minimum net capital and capital adequacy requirements for each company ranged from approximately $2.1 million to $231.1 million and fluctuate depending on various factors. At March 31, 2026, the aggregate net capital and capital adequacy requirements of our subsidiaries was approximately $518.2 million. FRHC and each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at March 31, 2026.
Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we fail to maintain minimum net capital or capital adequacy, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to various other rules and regulations, including liquidity and capital adequacy ratios. Our operations that require the intensive use of capital are limited to the extent necessary to meet our regulatory requirements.
Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. We cannot assure that such financing will be available to us on acceptable terms, or at all, at the time it is needed.
We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual
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results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.
Allowance for credit losses
Management estimates and recognizes the CECL as an allowance for lifetime expected credit losses for loans issued. This is different compared to the previous practice of recognizing allowances based on probable incurred losses.
Under CECL, the allowance for credit losses (ACL) primarily consists of two components:
Collective CECL Component: This component is used for estimating expected credit losses for pools of loans that share common risk characteristics.
Individual CECL Component: This component is applied to loans that do not share common risk characteristics and require individual assessment.
The ACL is a valuation account that is subtracted from the amortized cost of total loans and available-for-sale securities to reflect the net amount expected to be collected. Our methodology for establishing the allowance for loan losses is based on a comprehensive assessment that considers relevant and available information from internal and external sources. This assessment takes into account past events, including historical trends in loan delinquencies and charge-offs, current economic conditions, and reasonable and supportable forecasts. Our processes and accounting policies for the CECL methodology are further described in Note 2 "Summary of Significant Accounting Policies" to the consolidated financial statements included in this annual report on Form 10-K.
Goodwill
We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.
Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgment to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements contained in Part II Item 8 of our annual report. As of March 31, 2026, the Company had goodwill of $51.1 million.
Income taxes
We are subject to income taxes in both the United States and numerous foreign jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.
We recognize deferred tax liabilities and assets based on the difference between the Consolidated Balance Sheet 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.
Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on 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 to the differences that are expected to affect taxable income.
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We periodically evaluate and establish the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.
Legal contingencies
We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.
Insurance reserves
For insurance reserves, please refer to Note 2 "Summary of Significant Accounting Policies" to the consolidated financial statements included in this annual report on Form 10-K.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2025 10-K MD&A
SEC filing source: 0000924805-25-000012.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to assist you in understanding the results of operations and present financial condition of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries in Part II Item 8 of this annual report as well as the information set forth in Part I Item 1 "Business" of this annual report. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our,"
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and "us" mean Freedom Holding Corp. together with its consolidated subsidiaries. This discussion contains certain forward-looking statements that involve known and unknown risks, uncertainties, and other factors as described under the heading "Special Note About Forward-Looking Information" in this annual report. Actual results could differ materially from those projected in any forward-looking statements. For additional information regarding these risks and uncertainties, see the disclosure under the heading "Risk Factors" in Part I Item 1A of this annual report.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources for fiscal 2025 and 2024.
For a discussion of our results of operations for fiscal 2023, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II Item 7 of our annual report on Form 10-K for the fiscal year ended March 31, 2024 filed with the SEC on June 14, 2024.
OVERVIEW
Freedom Holding Corp. is organized under the laws of the State of Nevada and acts as a holding company for all of our operating subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, underwriting, market making activities, investment research, investment counseling, retail and commercial banking, insurance products, payment services, and information processing services. We also own several ancillary businesses which complement our core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in a developmental stage.
Our mission has always been to democratize access to financial markets for global customers. Our company was founded to provide access to the international capital markets for retail brokerage customers and has rapidly grown providing a world-class digital infrastructure that has led to innovative, integrated financial technologies that address customer needs in Kazakhstan, our home market, and dozens of other countries across Europe, Asia, and North America.
Our principal executive office is in New York, United States. We have a presence in Kazakhstan, Uzbekistan, Kyrgyzstan, Cyprus, Germany, the United Kingdom, Greece, Spain, France, Poland, Lithuania, Austria, Bulgaria, Italy, Netherlands, Belgium, the United States, Turkey, Armenia, Azerbaijan, Tajikistan, and the United Arab Emirates. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of March 31, 2025, we had 8,764 employees, 202 offices (of which 49 offered brokerage services, 56 offered insurance services, 30 offered banking services and 67 offered other financial and non-financial services).
Russell 3000® Index Inclusion.
On May 29, 2025, the Company announced its forthcoming inclusion in the Russell 3000® Index as part of its 2025 annual reconstitution, effective after the close of U.S. trading on June 27, 2025. Management believes that index membership may raise our profile among institutional investors and could improve the liquidity of our common stock; however, we cannot predict the magnitude or duration of any resulting impact on market price or trading volume. This subsequent event does not affect the accompanying consolidated financial statements.
Summary of Results of Operations
The highlights of our consolidated results for fiscal 2025 are as follows:
•We had total revenues, net of $2,050.5 million for fiscal 2025, as compared to $1,666.4 million for fiscal 2024. The increase from fiscal 2024 and 2025 was primarily attributable to the following:
◦Our interest income for fiscal 2025 was $864.5 million, representing an increase of $36.2 million, or 4%, compared to fiscal 2024. The increase was primarily driven by increased usage of margin loans by customers and continued expansion of Freedom Bank KZ's customer loan portfolio. This was partially offset by lower interest income from trading securities due to a strategic reduction in interest-bearing instruments.
◦Our fee and commission income for fiscal 2025 was $505.0 million, an increase of $64.7 million, or 15%, compared to fiscal 2024. The increase was mainly attributable to higher fee and commission income from brokerage services, primarily driven by the growth in retail brokerage customers from 530,000 in 2024 to 683,000 in 2025. The increase was partially offset by a decrease in commission income from payment processing and bank services.
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◦Our net loss on trading securities for fiscal 2025 was $57.8 million, a decrease of $191.7 million, or 143%, compared to fiscal 2024, due to unrealized losses for fiscal 2025 that were attributable to the temporary decrease in the market prices of Kazakhstan sovereign bonds held in our proprietary portfolio during the year.
◦Our insurance underwriting income for fiscal 2025 was $617.6 million, an increase of $353.4 million or 134%, compared to fiscal 2024. The increase was driven by the expansion of our insurance operations such as pension annuity and accident insurance classes and increase in the number of customers from 534,000 as of March 31, 2024 to 1,170,000 as of March 31, 2025.
•We had net income of $84.5 million for fiscal 2025, as compared to $375.0 million for the fiscal year ended March 31, 2024.
•Our total assets increased to $9.9 billion as of March 31, 2025 from $8.3 billion as of March 31, 2024. Of our total assets:
◦Our investment securities portfolio decreased by 38% to $2,275.3 million as of March 31, 2025 from $3,688.6 million as of March 31, 2024, which reflects a strategic shift in response to increased market volatility and rising interest rates.
◦The loan portfolio of Freedom Bank KZ increased by 16% to $1,587.6 million as of March 31, 2025 from $1,374.1 million as at March 31, 2024 mainly due to the growth of mortgage and collateralized bank customer loans portfolio between the two periods.
•We had approximately 683,000 total retail brokerage customers as of March 31, 2025 as compared to approximately 530,000 as of March 31, 2024.
•We had approximately 2,515,000 bank customers at our Freedom Bank KZ subsidiary as of March 31, 2025 as compared to approximately 904,000 as of March 31, 2024.
The operating results for any period are not necessarily indicative of the results that may be expected for any future period.
Key Factors Affecting Our Results of Operations
Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events. The key factors affecting our business and the results of operations include, in particular: market and economic conditions, expansion of our digital ecosystem, acquisitions and expansion into new business areas and markets, our transactions with related parties, our arrangements with market maker customers and governmental policies. Each of these factors is discussed in more detail below.
Market and Economic Conditions
Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond our control, and may affect the decisions made by financial market participants.
Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, tariffs, fiscal and monetary policy can affect market conditions. While many global financial markets have shown signs of improvement in recent years, uncertainty remains. A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impact our revenues and profitability.
Financial markets may also be impacted by armed conflicts, political and civil unrest occurring in the Middle East, Eastern Europe, Russia and Ukraine, South America and Asia. Hostilities between Russia and Ukraine have created global uncertainties around the spread of the conflict and have impacted global supply chains of energy supplies and food supplies throughout the world. These issues could have unforeseen and negative impacts upon the financial markets and our company and its operations.
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Expansion of our digital ecosystem
Over the past few years, we have significantly expanded our customer base across brokerage, banking, and insurance by building a unified digital ecosystem. At the core of this growth is the launch of our SuperApp, which brings together essential financial services, including banking, insurance and lifestyle services in a single application. The addition of attractive loyalty and referral programs has further supported customer adoption, increasing overall engagement within the ecosystem. Our mission is to provide our customers with the most convenient, seamless, and beneficial experience possible, engaging them across a broad range of digital products, each offered on terms designed to deliver maximum value and ease of use.
We expect the increase in our customer base in recent years will positively impact our future growth prospects. This includes opportunities for increased revenue generation through the ongoing development of our integrated digital fintech ecosystem and expanded cross-selling capabilities. Additionally, we anticipate benefits from network effects, where the value of our services increases as our customer base grows, enabling us to achieve economies of scale by reducing operating costs per customer and enhancing overall operational efficiency. A larger and more diverse customer base also gives us access to a broader pool of data and customer insights, which may allow us to better understand customer preferences, tailor our product offerings, and optimize marketing and sales strategies.
However, while the expansion of our customer base presents significant opportunities, it also exposes us to certain risks and uncertainties related to the effective management of our growth. These include potential increases in customer liabilities, intensified competition from both existing and new market participants, and a heightened regulatory burden. Moreover, managing a larger customer base along with developing new businesses, such as telecom and media businesses, and implementing new technologies may introduce operational difficulties and increase the demands on our information systems and management resources. The growing reliance on digital channels and the increasing volume of customer data heighten our exposure to cybersecurity threats. We remain focused on proactively identifying, mitigating, and responding to these risks as we continue to scale our operations and pursue long-term, sustainable growth.
Acquisitions and Expansion into New Business Areas and Markets
We actively pursue non-organic growth through targeted acquisitions as part of our broader strategy to develop and expand our integrated digital fintech ecosystem. These acquisitions enable us to quickly enhance existing services, enter complementary markets and gain new technological capabilities, significantly influencing our business and financial performance. Additionally, consistent with our strategic vision, we have in recent years initiated expansion into new business sectors, including telecommunications and media content in Kazakhstan. Our telecom business, Freedom Telecom, will require significant capital investments in network infrastructure, licenses, and targeted acquisitions, and is expected to incur operating losses in its initial years, transitioning to profitability over the medium term. Similarly, our newly established subsidiary, Freedom Media, will deliver a broad portfolio of digital media content to our customers, also incurring initial losses before becoming profitable within the next several years. While these new ventures are anticipated to enhance long-term growth prospects, they will initially increase capital expenditures, elevate our debt service obligations, and negatively impact consolidated net income during the early stages of implementation.
Related Party Transactions
During fiscal years 2025 and 2024, we entered into various transactions with the Company's related parties. Historically, a significant portion of these transactions involved FST Belize, an entity wholly owned by our CEO, Chairman, and majority shareholder, Mr. Timur Turlov, but not part of our consolidated Group. We have wound down our arrangements with FST Belize prior to the end of fiscal 2024, resulting in a substantial reduction in the volume and total amount of related-party transactions in fiscal 2025 compared to prior years. While such transactions have decreased, we anticipate continuing to engage in related-party transactions as part of our business.
Our related party transactions in the fiscal years 2025 and 2024 primarily include margin lending receivables from brokerage services, deposits held at Freedom Bank KZ, prepayments related to our potential acquisitions and certain consumer loans purchased from FFIN Credit, an entity controlled by Mr. Turlov. Additionally, we have continued to financially support the Kazakhstan Chess Federation - an organization in which Mr. Turlov holds a management position - as part of our community engagement initiatives. For additional information regarding our related party transactions see Note 23 "Related Party Transactions" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Market Maker Customer Arrangements
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We have derived a significant portion of our fee and commission income and interest income from margin loans to customers from trading activity of certain institutional non-US market maker customers with whom we internalize the execution of trades of our brokerage customers by accepting short sales from this institutional market maker, which match our customers’ purchase orders. All such transactions are carried out under margin-trading principles. These transactions are typically executed and settled on a cash basis through a prime broker and clearing firms. Under this margin-account settlement process, the securities are credited to the purchaser and, where necessary, borrowed by a market maker customer within the prime broker's and clearing firm’s custody, thereby eliminating any external delivery or locate requirement at execution. Relevant short positions are sufficiently collateralized by securities and cash in the market maker customer's margin account. We use the services of third-parties, including some U.S.-registered securities broker dealer and clearing firms to execute our trades. We earn fee and commission income from such market maker customers for executing trades as well as commissions paid by them for order flow, which is net compensation received from firms to which our broker-dealer subsidiaries send equity and options orders, and fees for outstanding short sale positions. We also earn interest income on margin loans we grant to them. Our arrangements with such market maker customers have provided us and our customers with substantial liquidity for trading, including reduced settlement costs for us and enabling faster execution of trades for our customers. Prior to the end of fiscal 2024, we had such an arrangement indirectly with an institutional market maker customer of our former affiliate FST Belize, and since approximately the beginning of fiscal 2024 we have had such an arrangement with an institutional market maker customer of our Freedom Global subsidiary. We receive a commission from such institutional market maker customers for executing their trades, and in the past we earned such commissions indirectly through commissions we received from FST Belize. For the year ended March 31, 2025, we earned fee and commission income from the market maker customer at our Freedom Global subsidiary of $284.7 million, representing 56% of our total fee and commission income for fiscal 2025. For the years ended March 31, 2025 and 2024, we earned interest income from margin lending from the market maker customer at our Freedom Global subsidiary of approximately $32.8 million and $99.6 million, respectively, representing 15% and 57%, respectively, of our total interest income from margin lending for fiscal 2025.
Governmental Policies
Our earnings are and will be affected by the monetary, fiscal and foreign policies of the governments of the jurisdictions in which we operate, in particular Kazakhstan, the European Union and the United States. The monetary policies of these countries may have a significant effect upon our operating results. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Key Income Statement Line Items
Revenue
We derive revenue primarily from fee and commission income, net gain on trading securities, interest income, insurance underwriting income, and net gain on foreign exchange operations.
Fee and Commission Income
Fee and commission income consists principally of fees and commissions from brokerage customer trading, banking services, payment processing services and underwriting and market making activities. A substantial portion of our revenue is derived from commissions from customers through accounts with transaction-based pricing. Brokerage commissions are charged on investment products in accordance with a schedule we have formulated that aligns with local practices. Part of our brokerage fees from customer trading consists of commissions we receive for from institutional market maker customers for execution of trades. Fees received for banking services consist primarily of commissions earned from merchants on acquiring operations, commission on transfer and payment processing and commissions on cash operations. Fees for payment processing services are mainly related to charges for handling and processing particular cash transfer transactions or operations.
Fee and commission income as a percentage of our total revenue was 25% and 26% in the fiscal years ended, March 31, 2025 and 2024 respectively. Retail brokerage service fee and commission income as a percentage of our total fee and commission income was 85% and 76% in the fiscal years ended March 31, 2025 and 2024, respectively.
Interest Income
We earn interest income from trading securities, available-for-sale securities, held-to-maturity securities, margin lending, reverse repurchase transactions, and loans to customers. Interest income on trading securities consists of interest earned from investments in debt securities held in our proprietary trading account.
Net (Loss)/Gain on Trading Securities
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Net gain/(loss) on trading securities reflects the change in value of the securities held in our proprietary trading portfolio during the relevant period. A net gain or loss is comprised of both realized and unrealized gains and losses during the period. Realized gains or losses are recognized when we close an open position in a security and recognize a gain or a loss on that position. U.S. GAAP requires that we also reflect in our financial statements any unrealized gain or loss on each open securities positions as of the end of each period based on whether the value of the open position is higher or lower at the period end than it was at either: (i) the beginning of the period, if the position was held for the full period; or (ii) at the time the position was opened, if the position was opened during the period. Fluctuations in unrealized gains or losses from one period to another can occur as a result of factors beyond our control, such as fluctuations in the market prices of the open securities positions we hold resulting from market and economic uncertainty arising from global or local events that cause significant market volatility, or even halting of trading in certain markets, all of which occurred as a result of the Russia-Ukraine conflict. Fluctuations might also result from factors within our control, such as when we elect to close an open securities position, which would have the effect of reducing our open positions and, thereby potentially reducing or increasing the amount of unrealized gains or losses in a period. These fluctuations can adversely affect the ultimate value we realize from our proprietary trading activities. Unrealized gains or losses in a particular period may or may not be indicative of the gain or loss we will ultimately realize on a securities position when the position is closed. As a result, we might realize significant swings in net gains and losses realized on our trading securities year-over-year and quarter-to-quarter.
Insurance Underwriting Income
Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as revenue over the premium paying period and property; and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided.
Net Gain on Foreign Exchange Operations
Net gain on foreign exchange operations reflects the net gain from: (i) the change in value resulting from currency fluctuations of monetary assets and liabilities denominated in any currency other than the functional currency of the entity holding such asset or liability; and (ii) purchases and sales of foreign currency. Under U.S. GAAP, we are required to revalue assets and liabilities denominated in foreign currencies into our reporting currency, the U.S. dollar, which can result in gains or losses on foreign exchange operations. The Company may suffer losses as a result of such fluctuations in foreign currency exchange rates.
Net Gain/(Loss) on Derivatives
The Company enters into various derivative financial instruments, including forwards and swaps, in the foreign exchange markets. These financial instruments are held for trading and are initially recognized at fair value. Fair value is determined based on quoted market prices or valuation models that consider the current market and contractual values of the relevant underlying instruments, along with other factors. Derivative financial instruments with a positive fair value are recorded as assets, while those with a negative fair value are recorded as liabilities. Gains and losses on these instruments are recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income as net (loss)/gain on derivatives.
Fee and Commission Expense
We incur fee and commission expense in our brokerage, banking, and insurance activities. Fee and commission expense consists of expenses related to brokerage, banking, stock exchange, clearing, depository and agent services. Generally, we expect fee and commission expense from brokerage and banking activities to increase and decrease corresponding to increases and decreases in fee and commission income. For our insurance operations, fee and commission expense arises from the deferral and subsequent amortization of the costs of acquiring business, which are referred to as "deferred acquisition costs" (principally commissions, and other incremental direct costs of issuing policies). Deferred acquisition costs ("DAC") for traditional life insurance and long-duration health insurance are amortized over the estimated premium-paying period of the related policies. DAC for property insurance, accident insurance and health insurance is amortized over the effective period of the related insurance policies.
Interest Expense
Interest expense includes the expenses associated with our short-term and long-term financing, which consist of interest on securities repurchase agreement obligations, customer accounts and deposits, debt securities issued, and loans received.
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Payroll and Bonus
Payroll and bonuses represent the costs incurred by a company in compensating its employees for their services and providing performance-based incentives.
Professional Services
Professional services represent the costs associated with engaging external experts and consultants.
Stock Compensation Expense
Stock compensation expense represents the cost associated with stock grants to employees and executives as part of their compensation packages.
Advertising and Sponsorship Expense
Advertising and sponsorship expense represents a component of operating expenses. It includes investments made to promote products, services, or the overall brand to a targeted audience, ultimately driving customer acquisition and revenue growth. Advertising generally refers to paid media placements intended to reach a broad audience through channels such as digital platforms, print, or television. Sponsorship, by contrast, typically involves financial or in-kind support for events, organizations, or initiatives in exchange for brand visibility and association with the sponsored activity.
General and Administrative Expense
General and administrative expense includes lease cost, depreciation and amortization, communications services, software support, representative expenses, business travel expenses, utilities, charity, fines and penalties, taxes other than income tax, rent and other operating expenses.
Insurance Claims Incurred, Net of Reinsurance
Insurance claims incurred are expenses directly associated with our insurance activity, and represent actual amounts paid or to be paid to policyholders when insurable events occur, less any amounts we receive from reinsurers related to the insurable event. This amount is adjusted for changes in loss reserves, including claims reported but not settled (RBNS), claims incurred but not reported (IBNR) and not incurred claims reserve (NIC).
Foreign Currency Translation Adjustments, Net of Tax
The functional currencies of our operating subsidiaries are the Kazakhstan tenge, the euro, the U.S. dollar, the Uzbekistan som, Kyrgyzstani som, the Azerbaijani manat, the Armenian dram, the British pound sterling, the Turkish lira, the Tajikistani somoni and the United Arab Emirates dirham. Our reporting currency is the U.S. dollar. Pursuant to U.S. GAAP, we are required to revalue our assets from our functional currencies to our reporting currency for financial reporting purposes.
Net (Loss)/Income Attributable to Non-controlling Interest
Net (loss)/income attributable to non-controlling interest includes our net (loss)/income attributable to our non-controlling interests in ReKassa. As of March 31, 2025, we held 90% of the ownership interest in ReKassa. The remaining 10.00% ownership interest in ReKassa is considered as non-controlling interests in our Consolidated Statements of Operations and Statements of Other Comprehensive Income.
As of March 31, 2024, FRHC held a 94.73% ownership interest in Arbuz, with the remaining 5.27% recognized as non-controlling interests in our Consolidated Statements of Operations and Other Comprehensive Income, Consolidated Statements of Shareholders' Equity, and Consolidated Statements of Cash Flows. During fiscal 2025, we acquired the remaining 5.27% ownership interest in Arbuz.
RESULTS OF OPERATIONS
Comparison of Fiscal Years Ended March 31, 2025 and 2024
The following comparison of our financial results for the fiscal years ended March 31, 2025 and 2024 is not necessarily indicative of future results. Prior period presentations and disclosures for fiscal 2024 were reclassified to provide comparability with current period classifications. The comparison of our financial results for the fiscal years ended March 31,
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2024 and 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Fiscal Years Ended March 31, 2024, 2023 and 2022” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended March 31, 2024 filed with the SEC on June 14, 2024.
Revenue
The following table sets out information regarding our total revenue, net for the fiscal years presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | |||||||||||
| Fee and commission income | $ | 505,026 | $ | 440,333 | $ | 64,693 | 15 | % | ||||||
| Net gain on trading securities | (57,810) | 133,854 | (191,664) | (143) | % | |||||||||
| Interest income | 864,453 | 828,224 | 36,229 | 4 | % | |||||||||
| Insurance underwriting income | 617,596 | 264,218 | 353,378 | 134 | % | |||||||||
| Net gain on foreign exchange operations | 51,684 | 72,245 | (20,561) | (28) | % | |||||||||
| Net gain/(loss) on derivatives | 12,404 | (103,794) | 116,198 | (112) | % | |||||||||
| Sales of goods and services | 40,102 | 21,576 | 18,526 | 86 | % | |||||||||
| Other income | 17,072 | 9,696 | 7,376 | 76 | % | |||||||||
| Total revenue, net | $ | 2,050,527 | $ | 1,666,352 | $ | 384,175 | 23 | % |
The following table sets out the components of our revenue as a percentage of total revenue, net for the fiscal years presented.
| Year ended March 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Fee and commission income | 25 | % | 26 | % | |
| Net gain on trading securities | (3) | % | 8 | % | |
| Interest income | 41 | % | 50 | % | |
| Insurance underwriting income | 30 | % | 16 | % | |
| Net gain on foreign exchange operations | 3 | % | 4 | % | |
| Net gain/(loss) on derivatives | 1 | % | (6) | % | |
| Sales of goods and services | 2 | % | 1 | % | |
| Other income | 1 | % | 1 | % | |
| Total revenue, net | 100 | % | 100 | % |
Fee and commission income
The following table sets forth information regarding our fee and commission income for the fiscal years presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | |||||||||||
| Brokerage services | $ | 430,136 | $ | 333,383 | $ | 96,753 | 29 | % | ||||||
| Commission income from payment processing | 28,711 | 41,659 | (12,948) | (31) | % | |||||||||
| Agency fee income | 15,616 | 15,872 | (256) | (2) | % | |||||||||
| Bank services | 13,336 | 25,180 | (11,844) | (47) | % | |||||||||
| Underwriting and market-making services | 11,210 | 18,801 | (7,591) | (40) | % | |||||||||
| Other fee and commission income | 6,017 | 5,438 | 579 | 11 | % | |||||||||
| Total fee and commission income | $ | 505,026 | $ | 440,333 | $ | 64,693 | 15 | % |
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The following table sets out the components of our fee and commission income as a percentage of total fee and commission income, net for the fiscal years presented.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (as a % of total fee and commission income) | ||||||
| Brokerage services | 85 | % | 76 | % | ||
| Commission income from payment processing | 6 | % | 9 | % | ||
| Agency fee income | 3 | % | 4 | % | ||
| Bank services | 3 | % | 6 | % | ||
| Underwriting and market-making services | 2 | % | 4 | % | ||
| Other fee and commission income | 1 | % | 1 | % | ||
| Total fee and commission income | 100 | % | 100 | % |
Fee and commission income for the fiscal year ended March 31, 2025 amounted to $505.0 million, reflecting an increase of $64.7 million or 15% compared to $440.3 million in the fiscal year ended March 31, 2024. This increase was driven by multiple factors, including the factors discussed below.
Fee and commission income from brokerage services generated $430.1 million, representing a 29% increase from $333.4 million in fiscal 2024. This growth was primarily due to an increase in the number of retail brokerage customers from 530,000 in 2024 to 683,000 in 2025. During the fiscal year 2025, we earned fee and commission income from a market maker customer at our subsidiary Freedom Global of $284.7 million, representing 56% of our total fee and commission income for that period.
Fee and commission income from payment processing decreased to $28.7 million in fiscal 2025 from $41.7 million for the fiscal 2024. The $12.9 million decrease is attributable to a significant reduction in transaction volumes between the two periods, which was in turn due to the cessation of operations of one of our counterparties, which previously contributed substantial transaction volume.
Fee and commission income from banking services decreased by $11.8 million to $13.3 million during fiscal 2025, despite a significant increase in transaction volume following the successful launch of SuperApp in April 2024. The decrease was primarily driven by the launch and active use of a cashback-based loyalty program. As part of our strategic approach, we do not prioritize revenue generation from banking service commissions. Instead, the loyalty program is leveraged to effectively reduce transaction costs for customers, supporting customer base expansion and increased engagement across the ecosystem.
Fee and commission income from underwriting and market-making activities decreased by $7.6 million from the fiscal 2024 or 40% to $11.2 million, driven by a lower volume of underwriting transactions for the fiscal 2025, as compared to the fiscal 2024.
Net (loss)/gain on trading securities
We had a net loss on trading securities of $57.8 million for the fiscal year ended March 31, 2025, a decrease of $191.7 million as compared to $133.9 million for the fiscal year ended March 31, 2024. The following table sets forth information regarding our net gains and losses on trading securities for fiscal 2025 and 2024.
| Realized Net Gain/(Loss) | Unrealized Net (Loss)/Gain | Net (Loss)/Gain on Trading Securities | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2025 | $ | 65,855 | $ | (123,665) | $ | (57,810) | ||||
| Fiscal 2024 | $ | 38,125 | $ | 95,729 | $ | 133,854 |
For the fiscal year ended March 31, 2025, we had a realized gain on trading securities of $65.9 million, which is attributable to Kazakhstan sovereign bonds sold during the fiscal 2025. Also, we recognized a temporary unrealized net loss of $123.7 million due to the decrease in the value of securities positions we held as of March 31, 2025. The majority of this unreal
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ized loss is related to Kazakhstan sovereign bonds, which experienced a negative revaluation following an increase in the base interest rate in Kazakhstan during March 2025.
During the year ended March 31, 2024, we had a realized gain on trading securities of $38.1 million, which is attributable to Kazakhstan sovereign bonds sold during the year ended March 31, 2024. We had an unrealized net gain in the year ended March 31, 2024, due to securities positions we held at March 31, 2024, having appreciated by $95.7 million. The majority of the unrealized net gain was attributable to appreciated Kazakhstan sovereign bonds, which appreciation was primarily due to a decline in the National Bank of the Republic of Kazakhstan's base interest rate during the year ended March 31, 2024.
Interest income
The following table sets forth information regarding our interest income for the fiscal years presented:
| Year ended March, 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | |||||||||||
| Interest income on trading securities | $ | 378,350 | $ | 426,428 | $ | (48,078) | (11) | % | ||||||
| Interest income on margin loans to customers | 212,360 | 175,571 | 36,789 | 21 | % | |||||||||
| Interest income on loans to customers | 207,802 | 176,539 | 31,263 | 18 | % | |||||||||
| Interest income on available-for-sale securities | 40,297 | 32,821 | 7,476 | 23 | % | |||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | 24,644 | 16,865 | 7,779 | 46 | % | |||||||||
| Interest income on held-to-maturity securities | 1,000 | — | 1,000 | 100 | % | |||||||||
| Total interest income | $ | 864,453 | $ | 828,224 | $ | 36,229 | 4 | % |
The following table sets out the components of our interest income as a percentage of total interest income, net for the fiscal years presented:
| Year ended March 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| (as a % of total interest income) | |||||
| Interest income on trading securities | 43.8 | % | 51.5 | % | |
| Interest income on margin loans to customers | 24.5 | % | 21.2 | % | |
| Interest income on loans to customers | 24.0 | % | 21.3 | % | |
| Interest income on available-for-sale securities | 4.7 | % | 4.0 | % | |
| Interest income on reverse repurchase agreements and amounts due from banks | 2.9 | % | 2.0 | % | |
| Interest income on held-to-maturity securities | 0.1 | % | — | % | |
| Total interest income | 100 | % | 100 | % |
For the fiscal year ended March 31, 2025, we had interest income of $864.5 million, representing an increase of $36.2 million, or 4%, compared to the fiscal year ended March 31, 2024. The increase in interest income was primarily attributable to increases in interest income on margin loans to customers, loans to customers and securities available-for-sale.
Interest income on margin loans to customers increased by $36.8 million, or 21%, due to an increase in the usage of margin loans for trades by our customers between the two periods. For the fiscal year ended March 31, 2025, we earned interest income from margin lending from a market maker customer of our Freedom Global subsidiary in an amount of approximately $32.8 million, representing 15% of our total interest income from margin lending for that period.
For the fiscal year ended March 31, 2025, interest income on loans to customers increased by $31.3 million, or 18%, compared to the fiscal year ended March 31, 2024 due to the growth of Freedom Bank KZ's customer loan portfolio between the two periods.
During the fiscal year ended March 31, 2025, interest income on available-for-sale securities increased by $7.5 million, or 23%, compared to the fiscal year ended March 31, 2024 due to the growth of Freedom Life's available-for-sale portfolio between the two periods.
Interest income on trading securities decreased by $48.1 million, or 11% during the fiscal year ended March 31, 2025, as compared to the fiscal year ended March 31, 2024 due to a reduction in the volume of interest-bearing trading securities held durin
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g the period. This reflects a strategic shift in the investment portfolio in response to increased market volatility and rising interest rates, which adversely impacted reinvestment decisions.
Company generated $1.0 million in interest income from held-to-maturity securities in fiscal year ended March 31, 2025, following the growth in the held-to-maturity securities portfolio.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of our interest-earning assets for the fiscal years ended March 31, 2025 and 2024.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Average balance | ||||||
| Interest-earning assets | ||||||
| Trading securities | $ | 3,149,515 | (2) | $ | 3,381,287 | |
| Margin lending, brokerage and other receivables, net | 2,202,876 | (1) | 933,797 | |||
| Loans issued | 1,405,464 | 1,218,935 | ||||
| Available-for-sale securities, at fair value | 348,847 | (2) | 221,356 | |||
| Held-to-maturity securities | 14,221 | — | ||||
| Average yields (3) | ||||||
| Trading securities | 12.0 | % | 12.6 | % | ||
| Margin lending, brokerage and other receivables, net | 8.5 | % | 8.2 | % | ||
| Loans issued | 14.8 | % | 14.5 | % | ||
| Available-for-sale securities, at fair value | 11.6 | % | 14.8 | % | ||
| Held-to-maturity securities | 7.0 | % | — | % | ||
| Interest income | ||||||
| Interest income on trading securities | $ | 378,350 | $ | 426,428 | ||
| Interest income on loans to customers | 207,802 | 176,539 | ||||
| Interest income on margin loans to customers | 186,463 | 76,871 | ||||
| Interest income on available-for-sale securities | 40,297 | 32,821 | ||||
| Other interest income | 24,644 | 16,865 | ||||
| Interest income on held-to-maturity securities | 1,000 | — | ||||
| Total interest income | $ | 838,556 | $ | 729,524 |
(1) Average balance and average yields relate to margin lending activities.
(2) Average balance, average yields, and interest income relates to corporate debt, non-US sovereign debt and US sovereign debt activities.
(3) Average yields are computed by dividing interest income by the corresponding average monthly balances
Interest income on margin loans to customers includes income accrued on off-balance sheet arrangements. The monthly average balance of these arrangements is not included in the table above. These off-balance sheet arrangements mainly included repurchase agreements of our brokerage customers. As of September 30, 2024, the monthly average balance of off-balance sheet arrangements was $688.8 million, with a weighted average interest rate of 8%. Following that date, we had no such off-balance sheet arrangements on which we charge an interest. As of March 31, 2024, the monthly average balance of margin loans to customers was $822.5 million and the weighted average interest rates was 12%.
The following table sets forth the effects of changing rates and volumes on interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate), The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
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| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 vs 2024 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest income | ||||||||||
| Interest income on loans to customers | $ | 3,752 | $ | 27,511 | $ | 31,263 | ||||
| Interest income on margin loans to customers | 2,230 | 107,362 | 109,592 | |||||||
| Interest income on trading securities | (19,668) | (28,410) | (48,078) | |||||||
| Interest income on available-for-sale securities | (4,652) | 12,128 | 7,476 | |||||||
| Interest income on held-to-maturity securities | — | 1,000 | 1,000 | |||||||
| Other interest income | — | — | 7,779 | |||||||
| Total interest income | $ | (18,338) | $ | 119,591 | $ | 109,032 |
Insurance underwriting income
For the fiscal year ended March 31, 2025, we had insurance underwriting income of $617.6 million, an increase of $353.4 million, or 134%, as compared to the fiscal year ended March 31, 2024. The increase was primarily attributable to a $287.8 million, or 131%, increase in insurance underwriting income from written insurance premiums for the fiscal year ended March 31, 2025, as compared to the fiscal year ended March 31, 2024, due to the expansion of our insurance operations such as pension annuity and accident insurance classes between the two periods. Written insurance premiums increased by a $376.7 million, partially offset by a $17.0 million decrease in unearned premium reserves and a $6.3 million reduction in premiums transferred to reinsurers for the fiscal year ended March 31, 2025, as compared to the fiscal year ended March 31, 2024.
The following table sets out information on our insurance underwriting income for the periods presented.
| Year ended March, 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | |||||||||||
| Written insurance premiums | $ | 664,437 | $ | 287,773 | $ | 376,664 | 131 | % | ||||||
| Reinsurance premiums ceded | (15,974) | (9,647) | (6,327) | 66 | % | |||||||||
| Change in unearned premium reserve, net | (30,867) | (13,908) | (16,959) | 122 | % | |||||||||
| Insurance underwriting income | $ | 617,596 | $ | 264,218 | $ | 353,378 | 134 | % |
Net gain on foreign exchange operations
For the fiscal year ended March 31, 2025, we realized a net gain on foreign exchange operations of $51.7 million compared to a net gain of $72.2 million for the fiscal year ended March 31, 2024. The change was primarily due to the translation difference loss of $23.4 million which is mainly attributable to the 13% depreciation of Kazakhstan tenge. This loss was offset by a $75.1 million gain on dealing transactions. This change is mostly attributable to Freedom Bank KZ which had a net gain on sales and purchases of foreign currency of $75.4 million in the fiscal year ended March 31, 2025, compared to a $67.9 million gain in the fiscal year ended March 31, 2024.
Net gain/(loss) on derivatives
For the fiscal year ended March 31, 2025, we had a net gain on derivatives of $12.4 million compared to a net loss of $103.8 million for the fiscal year ended March 31, 2024. The increase in the amount of net gain was primarily attributable to our subsidiary, Freedom Bank KZ, which had a realized net gain of $1.8 million for the fiscal year ended March 31, 2025, as compared to a realized net loss of $98.8 million for the fiscal year ended March 31, 2024. Such change between the two periods was mainly due to a positive revaluation of currency swaps for the fiscal year ended March 31, 2025.
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Expense
The following table sets forth information regarding our total expense for the periods presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | |||||||||||
| Fee and commission expense | $ | 346,074 | $ | 154,351 | $ | 191,723 | 124 | % | ||||||
| Interest expense | 535,895 | 501,111 | 34,784 | 7 | % | |||||||||
| Insurance claims incurred, net of reinsurance | 298,109 | 139,561 | 158,548 | 114 | % | |||||||||
| Payroll and bonuses | 288,163 | 181,023 | 107,140 | 59 | % | |||||||||
| Professional services | 28,924 | 34,238 | (5,314) | (16) | % | |||||||||
| Stock compensation expense | 59,592 | 22,719 | 36,873 | 162 | % | |||||||||
| Advertising and sponsorship expense | 124,627 | 38,327 | 86,300 | 225 | % | |||||||||
| General and administrative expense | 162,474 | 120,888 | 41,586 | 34 | % | |||||||||
| Allowance for expected credit losses | 62,445 | 21,225 | 41,220 | 194 | % | |||||||||
| Cost of sales | 31,278 | 17,538 | 13,740 | 78 | % | |||||||||
| Total expense | $ | 1,937,581 | $ | 1,230,981 | $ | 706,600 | 57 | % |
The following table sets out the components of our expense as a percentage of total expense for the fiscal years presented.
| Year ended March 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Fee and commission expense | 18 | % | 12 | % | |
| Interest expense | 28 | % | 41 | % | |
| Insurance claims incurred, net of reinsurance | 15 | % | 11 | % | |
| Payroll and bonuses | 15 | % | 15 | % | |
| Professional services | 2 | % | 3 | % | |
| Stock compensation expense | 3 | % | 2 | % | |
| Advertising and sponsorship expense | 6 | % | 3 | % | |
| General and administrative expense | 8 | % | 10 | % | |
| Allowance for expected credit losses | 3 | % | 2 | % | |
| Cost of sales | 2 | % | 1 | % | |
| Total expense | 100 | % | 100 | % |
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Fee and commission expense
The following table sets forth information regarding our fee and commission expense for the periods presented.
| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | %Change | |||||||||||
| Agency fee expense | $ | 284,055 | $ | 103,020 | 181,035 | 176 | % | |||||||
| Brokerage services | 19,846 | 16,587 | 3,259 | 20 | % | |||||||||
| Bank services | 20,064 | 18,121 | 1,943 | 11 | % | |||||||||
| Exchange services | 1,776 | 3,302 | (1,526) | (46) | % | |||||||||
| Central Depository services | 707 | 446 | 261 | 59 | % | |||||||||
| Other commission expenses | 19,626 | 12,875 | 6,751 | 52 | % | |||||||||
| Total fee and commission expense | $ | 346,074 | $ | 154,351 | $ | 191,723 | 124 | % |
The following table sets out the components of our fee and commission expense as a percentage of total fee and commission expense, net for the periods presented.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (as a % of total fee and commission expense) | ||||||
| Agency fee expense | 82 | % | 67 | % | ||
| Brokerage services | 6 | % | 11 | % | ||
| Bank services | 5 | % | 12 | % | ||
| Exchange services | 1 | % | 2 | % | ||
| Central Depository services | — | % | — | % | ||
| Other commission expenses | 6 | % | 8 | % | ||
| Total fee and commission expense | 100 | % | 100 | % |
Fee and commission expense increased by $191.7 million, or 124% in fiscal 2025, as compared to fiscal 2024. The increase was mainly attributable to an increase of agency fee expense of $181.0 million in fiscal 2025 as compared to fiscal 2024. The increase was mainly due to an increase of insurance product sales by Freedom Life, which are outsourced to outside agents. Additionally, there was an increase by $3.3 million in brokerage service expense, which was driven by higher customer activity. The increase in other commission expenses is attributable to increased commissions associated with Paybox that is consistent with the growth of its business activities between the two periods.
Interest expense
During the fiscal year ended March 31, 2025, total interest expense remained relatively flat compared to the same period in 2024. However, its composition changed due to shifts in funding sources and interest rate dynamics.
There was a decrease in interest expense on securities repurchase agreement obligations, driven by a 8% decline in the average balance, from $2.6 billion during the fiscal year ended March 31, 2024 to $2.4 billion during the fiscal year ended March 31, 2025. Additionally, the average interest rate applied to these obligations decreased from 16% to 14%, further contributing to the reduction in costs. This decline primarily reflects the Company's decision to reduce exposure to market risk by liquidating a portion of the trading portfolio.
Interest expense related to customer liabilities increased as the average balance of customer deposits and brokerage account liabilities grew 8% year-over-year, rising from $1.1 billion to $1.2 billion. This increase was caused by a higher average interest rate, which rose from 7% to 10%, reflecting both market-driven adjustments and an expanded customer deposit base.
Additionally, interest expense on debt securities issued increased, primarily due to a rise in the average balance, from $131.0 million to $356.7 million. The average interest rate on these instruments also increased, from 8% to 10%, reflecting a shift toward long-term financing at higher prevailing market rates. This increase in debt securities expense aligns with our broader
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funding strategy to support business expansion and strengthen liquidity reserves. During fiscal 2025, we issued an additional $200 million of debt securities, which contributed to the increase in average balance and interest expense.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for the fiscal years ended March 31, 2025, and 2024.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Average balance | ||||||
| Interest-bearing liabilities | ||||||
| Securities repurchase agreement obligations | $ | 2,370,620 | $ | 2,590,599 | ||
| Customer liabilities 1 | 1,157,574 | 1,070,098 | ||||
| Margin lending payable | 647,966 | 218,730 | ||||
| Debt securities issued | 356,653 | 131,047 | ||||
| Average rates | ||||||
| Securities repurchase agreement obligations | 14.38 | % | 15.54 | % | ||
| Customer liabilities 1 | 9.64 | % | 6.61 | % | ||
| Margin lending payable | 7.06 | % | 7.77 | % | ||
| Debt securities issued | 10.13 | % | 7.90 | % | ||
| Interest expense | ||||||
| Interest expense on securities repurchase agreement obligations | $ | 340,863 | $ | 402,665 | ||
| Interest expense on customer accounts and deposits | 111,541 | 70,778 | ||||
| Interest expense on margin lending payable | 45,748 | 16,990 | ||||
| Interest expense on debt securities issued | 36,130 | 10,356 | ||||
| Other interest expense | 1,613 | 322 | ||||
| Total interest expense | $ | 535,895 | $ | 501,111 |
(1) Average balance, average rates, and interest expense relates to interest-bearing deposits.
The following table sets forth the effects of changing rates and volumes on interest. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
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| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 vs 2024 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest expense | ||||||||||
| Interest expense on securities repurchase agreement obligations | $ | (28,971) | $ | (32,831) | $ | (61,802) | ||||
| Interest expense on customer accounts and deposits | 34,576 | 6,187 | 40,763 | |||||||
| Interest expense on margin lending payable | (1,399) | 30,157 | 28,758 | |||||||
| Interest expense on debt securities issued | 3,627 | 22,147 | 25,774 | |||||||
| Other interest expense | — | — | 1,291 | |||||||
| Total interest expense | $ | 7,833 | $ | 25,660 | $ | 34,784 |
Insurance claims incurred, net of reinsurance
In fiscal 2025, we had a 158.5 million, or 114%, increase in insurance claims incurred, net of reinsurance, as compared to $139.6 million in fiscal 2024. The increase was primarily attributable to a $103.2 million, or 122%, rise in expenses for insurance reserves, mainly driven by growth in pension annuity and accident insurance products. This reflects the overall expansion of the insurance portfolio and higher premium inflows during the period. In addition, other insurance expense increased by $37.3 million, or 111%, primarily due to higher redemptions under pension annuity contracts and terminations under accident insurance policies. Claims paid also grew by $19.8 million, or 90%, year over year. The increases were partially offset by a $1.8 million, or 183%, decrease in claims paid, reinsurers share between the two fiscal years.
Payroll and bonuses
In fiscal 2025, we had payroll and bonuses expense of $288.2 million, representing an increase of $107.1 million or 59% compared to $181.0 million in fiscal 2024. The increase is primarily attributable to the expansion of our workforce through hiring, establishment of new subsidiaries and acquisitions. The increase was also due to increased salary and bonus amounts between the two periods.
Professional services
For fiscal 2025, our professional services expense was $28.9 million, representing a decrease of $5.3 million or 16% compared to $34.2 million for fiscal 2024. The decrease was primarily attributable to a decrease in expenses for auditing services rendered by our external auditors due to timing differences in the provision of such services.
Stock compensation expense
In fiscal 2025, our stock compensation expense was $59.6 million, representing an increase of $36.9 million or 162% compared to stock compensation expense of $22.7 million for fiscal 2024. The increase is attributable to new stock grants, the majority of which vested on the date of issuance during fiscal 2025 as well as the partial amortization of stock grants awarded during fiscal 2024.
Advertising and sponsorship expense
Advertising and sponsorship expense for fiscal 2025, was $124.6 million, representing an increase of $86.3 million or 225% compared to $38.3 million for fiscal 2024. Our sponsorship expense was $51 million, which consists of several sponsorship contributions through our subsidiaries during the fiscal year 2025. The most significant contributions were made to the Kazakhstan Chess Federation, Kazakhstan Competitive Programming Federation, Junior Football League of Kazakhstan, Tennis Federation of the Olympic Committee of Kazakhstan and a chess tournament in the USA. The increase is also primarily attributable to an increase in advertising expenses by Freedom EU of $26.2 million due to marketing campaigns that were initiated during fiscal 2024 and continued in fiscal 2025. This increase consisted of an increase in agencies and media partners of advertising expense, influencer and affiliates advertising expense, marketing and sponsorship expense. There was also an increase of $6.3 million attributable to Freedom Advertising, an advertising company, due to marketing expenditures to third party contractors, especially the advertising and promotion services from Wunder Digital. There was also an increase of $2.8 million from FRHC due to the company's focus on the brand visibility and enhanced marketing efforts.
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General and administrative expense
General and administrative expense for the fiscal year 2025, were $162.5 million, representing an increase of $41.6 million or 34% compared to $120.9 million for the fiscal 2024. The main factors contributing to the increase were increases in other operating expenses, software support, rent expenses and taxes other than income tax. Other operating expenses increased by $8.6 million, primarily due to increased banking and overhead costs from Freedom Bank KZ, as well as the overall growth of our operations and the addition of new subsidiaries. Software support expenses increased by $5.2 million, mainly due to the support of licensed and other software systems. Rent expenses increased by $4.6 million, driven by business expansion and additional office and retail space. Taxes, other than income tax, increased by $3.9 million, mainly due to the general growth of the Group, including the addition of new subsidiaries. The expansion of our business operations resulted in higher tax liabilities, reflecting our broader market presence and increased operational scale.
Provision for allowance for expected credit losses
For fiscal 2025 we recognized allowance for credit losses in the amount of $62.4 million, as compared to provisions for credit losses of $21.2 million for fiscal 2024. The increase between the two periods is primarily attributable to increased provisions for uncollateralized bank customer loans, collateralized bank customer loans, mortgage loans and right of claim for purchased loans which were partially offset by the recovery of car loans. The increase in the provision during the period was primarily attributable to a deterioration in macroeconomic conditions and other factors impacting the estimated probability of default in our loan portfolio, and the incorporation of revised forward-looking information, including the adverse impact of foreign currency depreciation, in our allowance estimation.
Other income
For the fiscal year ended March 31, 2025, we had other income of $17.1 million , an increase of $7.4 million or 76.1% compared to other income of $9.7 million in fiscal 2024. The increase in other income was primarily driven by a $3.0 million gain recognized by Arbuz, reflecting the reversal of previously recorded amortization on a trademark that remains in use, as well as the write-off of vacation reserves, and various other income items. Additionally, other income increased by $1.5 million due to the revaluation of the investment in ITS Ltd.
Income tax expense
We had net income before income tax of $112.9 million and $435.4 million in fiscal 2025 and 2024, respectively. Our effective tax rate for fiscal 2025 increased to 25.2%, from 13.9% during fiscal 2024 as a result of changes in the composition of the revenues we realized from our operating activities and the tax treatment of those revenues in the various jurisdictions where our subsidiaries operate along with the incremental U.S. tax on GILTI. Due to a $322.4 million decrease in our net income before income tax compared to fiscal 2024, combined with a higher effective tax rate, our income tax expense decreased by $32.0 million, which contributed to a reduction in net income for fiscal 2025.
Net income
As a result of the foregoing factors, for fiscal 2025 we had net income of $84.5 million as compared to $375.0 million for fiscal 2024, a decrease of 77%.
Foreign currency translation adjustments, net of tax
Due to a 12.9% depreciation of the Kazakhstan tenge against the U.S. dollar during the year ended March 31, 2025, we realized a foreign currency translation loss of $104.1 million for the year ended March 31, 2025, as compared to a foreign currency translation gain of $12.1 million for the year ended March 31, 2024.
BUSINESS SEGMENT OPERATIONS
We report our results of operations through the following four business segments: Brokerage, Banking, Insurance, and Other. These operating segments are based on how our CODM makes decisions about allocating resources and assessing performance. The total revenue, net associated with our segments is summarized in the following table:
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| Year ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | |||||||||||
| Brokerage | $ | 717,349 | $ | 621,954 | $ | 95,395 | 15 | % | ||||||
| Insurance | 683,026 | 344,601 | 338,425 | 98 | % | |||||||||
| Banking | 506,148 | 615,870 | (109,722) | (18) | % | |||||||||
| Other | 144,004 | 83,927 | 60,077 | 72 | % | |||||||||
| Total revenue, net | $ | 2,050,527 | $ | 1,666,352 | $ | 384,175 | 23 | % |
Total revenue, net for fiscal 2025 increased across brokerage, insurance and other segments compared to fiscal 2024. In our segment reporting, we account for all operations within each business segment, including all related subsidiaries and their activities. Below is a discussion of revenue of our segments in fiscal 2025 compared to fiscal 2024.
Brokerage Segment
•In fiscal 2025, the Brokerage segment experienced a significant increase in total revenue, net, primarily driven by a $89.4 million increase in fee and commission income, reflecting a general increase in brokerage activity between the two periods. Interest income also contributed to the growth, rising by $20.5 million, largely due to increased usage of margin loans for trades by our customers. In addition, in fiscal 2025, we had a $7.9 million net gain on foreign exchange operations and a $2.8 million gain on derivatives, which were offset by a $23.0 million decrease in net gain on trading securities.
Insurance Segment
•In fiscal 2025, total revenue, net in the Insurance segment increased mainly due to a significant increase for $353.4 million in income from insurance activity, and a $3.9 million increase in net gain on foreign exchange operations due to an appreciation of the U.S. dollar against the Kazakhstan tenge between the two periods. This increase was partially offset by a decrease for $12.3 million of net gain on trading securities, $3.1 million of interest income, $0.3 million of fee and commission income and $3.2 million of other income due to changes in securities portfolio.
Banking Segment
•In fiscal 2025, total revenue, net in the Banking segment decreased mainly due to the decrease for $153.9 million of net gain on trading securities due to the price decrease on the majority of the governmental securities, decrease for $69.4 million net gain on foreign exchange operations due to an appreciation of the U.S. dollar against the Kazakhstan tenge between the two periods, and a decrease for $11.5 million of fee and commission income in this segment. These decreases were partially offset by the increase of $107.1 million of net gain on derivative and increase of $19.6 million of interest income in this segment.
Other Segment
•In fiscal 2025, total revenue, net in the Other segment increased mainly due to an increase of $37.1 million in net gain on foreign exchange operations mainly from FRHC, which was attributable to an appreciation of the U.S. dollar against the Kazakhstan tenge between the two periods. Additionally, other income and sales of goods and services increased by $14.2 million and $18.5 million, respectively, reflecting our expansion into the telecommunications sector through the acquisition of SilkNetCom and increased customer activity and order volume at Arbuz. These increases were partially offset by a $12.8 million decrease in fee and commission income attributable to a decrease in Paybox's transaction volumes due to the cessation of operation of a counterparty that contributed significantly in the past to its transaction volume.
The total expenses associated with our segments are summarized in the following table:
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| Year ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount Change | % Change | ||||||||||||
| Brokerage | $ | 340,721 | $ | 273,040 | $ | 67,681 | 25 | % | |||||||
| Insurance | 660,914 | 302,128 | 358,786 | 119 | % | ||||||||||
| Banking | 600,892 | 489,140 | 111,752 | 23 | % | ||||||||||
| Other | 335,054 | 166,673 | 168,381 | 101 | % | ||||||||||
| Total expense, net | $ | 1,937,581 | $ | 1,230,981 | $ | 706,600 | 57 | % |
For fiscal 2025, total expenses, net increased across each of our business segments compared to fiscal 2024. Below is a discussion of changes in expenses for each of our segments in fiscal 2025 versus 2024:
Brokerage Segment
•In fiscal 2025, the total expenses, net, increased in our Brokerage segment, primarily driven by higher payroll and bonus expenses, which increased by $27.3 million, reflecting our continued efforts to attract and retain top talent. Advertising and sponsorship expenses also increased by $25.6 million, as we intensified marketing activities to expand our customer base. Additionally, stock-based compensation increased by $16.2 million, which was driven by a higher volume of equity awards granted to employees and management, and fee and commission expenses increased by $4.5 million, due to higher customer activity during the period, further contributing to the overall increase. These rises in expenses were partially offset by a decrease in interest expense, mainly related to lower interest paid on securities repurchase agreements, as well as a reduction in general and administrative expenses.
Insurance Segment
•In fiscal 2025, total expenses, net in our Insurance segment increased mainly due to a $181.2 million increase in fee and commission expense from agency fee, $158.5 million increase in insurance claims incurred, net of reinsurance due to the increase in insurance portfolio of compulsory motor third-party liability (MTPL) class, $13.6 million increase in payroll and bonuses expense due to the increase in headcount and bonuses paid, $12.3 million increase in general and administrative expense due to the charity, new branch offices and $8.0 million increase in stock compensation expense due to new stock grants, the majority of which vested on the date of issuance as well as the partial amortization of stock grants. These increases were partially offset by the effects of decrease in interest expense by $17.6 million on trading securities and repurchase agreement obligations as a result of changes in securities portfolio.
Banking Segment
•In fiscal 2025, total expenses, net in our Banking segment increased primarily due to $32.6 million increase in interest expense on customer accounts, deposits and customer liabilities portfolio growth, $38.4 million increase in provision for credit losses which is primarily attributable to increased provisions for uncollateralized bank customer loans, collateralized bank customer loans, mortgage loans and right of claim for purchased loans which were partially offset by the recovery of car loans. The increase in provisions was mainly due to deterioration in assumptions used in calculation of probability of default as well as the change of estimate as a result of currency depreciation. In addition, total expenses, net in our Banking segment increased due to $16.8 million increase in general and administrative expenses, in particular for the class of charity, software support, depreciation and amortization expenses, $13.9 million increase in payroll and bonuses expense, and $6.5 million increase in stock compensation expense due to new stock grants, the majority of which vested on the date of issuance as well as the partial amortization of stock grants, reflecting the general growth of Freedom Bank KZ's operations between the two periods.
Other Segment
•In fiscal 2025, total expenses, net in our Other segment increased due to increases in general and administrative expenses, payroll and bonuses, interest expense and cost of sales. The increase of $15.8 million in general and administrative expense in the Other segment was attributable to our overall growth and the addition of new subsidiaries. Additionally, our advertising and sponsorship expense increased by $58.2 million due to expanded marketing expenditures to third party contractors at Freedom Advertising and Aviata and several sponsorship contributions made through our subsidiaries during the year ended March 31, 2025. The most significant contributions were made to the Kazakhstan Chess Federation, Junior Football League of Kazakhstan, Tennis Federation of the Olympic Committee of Kazakhstan, and to the organization of a chess tournament in the USA. There was a $52.4 million increase in payroll and bonuses in the Other segment
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which is mostly attributable to the overall growth of our operations as well as the addition of new subsidiaries. Interest expense in the Other segment increased by $25.0 million, mainly attributable to an increase in interest expense from the debt securities issued by Freedom SPC. Cost of sales increased by $13.7 million due to higher sales volumes, which reflect our expansion into the telecommunications sector through the acquisition of SilkNetCom, as well as increased customer activity and order volume at Arbuz. Fee and commission expense increased by $4.6 million, mostly driven by higher bank commission expenses related to an increase in payment processing operations at certain Paybox subsidiaries. In addition, stock based compensation expenses increased by $6.1 million as a result of the issuance of new stock grants, the majority of which vested on the date of issuance during fiscal 2025 and the partial amortization of stock grants.
LIQUIDITY AND CAPITAL RESOURCES
During the periods covered in this report our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the issuance of bonds and other borrowings.
We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages, insurance companies and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we have in place the risk management monitoring and processes, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions which can negatively impact our liquidity, capitalization and business. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.
We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other asset positions are stated at fair value and should generally be readily marketable in most market conditions. The following sets out certain information regarding our assets as of the dates presented:
| As of March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash and cash equivalents(1) | $ | 837,302 | $ | 545,084 | ||
| Restricted cash(2) | $ | 807,468 | $ | 462,637 | ||
| Trading securities | $ | 2,275,286 | $ | 3,688,620 | ||
| Total assets | $ | 9,914,017 | $ | 8,301,930 | ||
| Net liquid assets(3) | $ | 5,013,290 | $ | 3,137,383 |
(1)Of the $837.3 million in cash and cash equivalents we held at March 31, 2025, $81.1 million, or approximately 10%, were subject to reverse repurchase agreements. By comparison, at March 31, 2024, we had cash and cash equivalents of $545.1 million, of which $135.0 million, or 25%, were subject to reverse repurchase agreements. The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies, including adequate capital and liquidity levels for each entity.
(2)Principally consists of cash of our brokerage customers which are segregated in a special custody accounts for the exclusive benefit of our brokerage customers.
(3)Consists of cash and cash equivalents, trading securities, and margin lending, brokerage and other receivables, net of securities repurchase agreement obligations. Includes liquid assets held after deducting securities repurchase agreement obligations.
As at March 31, 2025 and 2024, we had total liabilities of $8.7 billion and $7.1 billion, respectively, including customer liabilities of $4.3 billion and $2.3 billion, respectively.
We finance our assets primarily from revenue-generating activities and short-term and long-term financing arrangements.
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Cash Flows
The following table presents information from our statement of cash flows for the periods indicated. Our cash and cash equivalents include restricted cash, which principally consists of cash of our brokerage customers which are segregated in special custody accounts for the exclusive benefit of our brokerage customers.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net cash from/(used in) operating activities | $ | 1,681,058 | $ | (1,064,362) | ||
| Net cash used in investing activities | (905,472) | (638,222) | ||||
| Net cash (used in)/from financing activities | (1,578) | 1,674,572 | ||||
| Effect of changes in foreign exchange rates on cash and cash equivalents and restricted cash | (137,038) | 12,194 | ||||
| Effect of expected credit losses on cash and cash equivalents and restricted cash | 79 | (3,406) | ||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | $ | 637,049 | $ | (19,224) |
Net Cash From Operating Activities
Net cash used in operating activities during fiscal 2025 was comprised of net cash from operating activities and net income adjusted for non-cash movements (changes in deferred taxes, unrealized gain on trading securities, net change in accrued interest, change in insurance reserves, and allowance for credit losses). Net cash used in operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table.
| Year ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Decreases/(Increases) in trading securities (1) | $ | 827,157 | $ | (1,048,205) | ||
| Increases in brokerage customer liabilities (2) | $ | 1,516,767 | $ | 112,258 | ||
| Increases in margin lending, brokerage and other receivables (3) | $ | (1,743,595) | $ | (1,272,652) | ||
| Increases in margin lending and trade payables (4) | $ | 474,087 | $ | 734,605 |
(1)Resulted from an decrease in the amount of securities held in our proprietary account.
(2)Resulted from increased funds in brokerage accounts from new and existing customers.
(3)Resulted from an increase in volume of margin lending receivables.
(4)Resulted from increased volume of margin lending payables.
The change from net cash used in operating activities of $1.1 billion in fiscal 2024 to net cash from operating activities of $1.7 billion in fiscal 2025 was primarily attributable to a decrease in trading securities and an increase in brokerage customer liabilities.
Net cash flows from operating activities in the fiscal 2025 were primarily driven by an increase in customer liabilities, reflecting the growth in customer accounts within our Freedom Global subsidiary. A decrease in trading securities further contributed to the positive cash flow. These inflows were partially offset by an increase in margin lending, brokerage and other receivables, as the Company has provided more margin lending to its customers, which lead to an increase in related receivable balance.
Net Cash Used In Investing Activities
During fiscal 2025, net cash used in investing activities was $905.5 million compared to net cash used in investing activities of $638.2 million during fiscal 2024, and net cash used in investing activities of $1.5 billion million during fiscal 2023 ($629.7 million of which relates to discontinued operations). During the fiscal year 2025, cash used in investing activities was used for purchase of available-for-sale securities, net of proceeds, in the amount of $457.7 million and the issuance of loans, net of repayment by customers, in the amount
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of $435.8 million. During the fiscal 2025, cash used in investing activities increased by 267.3 million compared to fiscal 2024 ,mainly due to the increase in purchase of available-for-sale securities increased by $227.8 million.
Net Cash Used In Financing Activities
Net cash flows used in financing activities for the fiscal year 2025 was $1.6 million compared to net cash flow from financing activities in amount of $1.7 billion during the fiscal year 2024. This change was primarily attributable to a $2.3 billion change in net repayment/proceeds from securities repurchase agreement obligations.
Cash flows used in financing activities during the fiscal year 2025 consisted principally of repayment of securities repurchase agreement obligations in the amount of $1.1 billion, bank customer deposits received in the amount of $829.1 million due to the growth of banking activity, proceeds from the issuance, net of repurchase, of debt securities in the amount of $201.7 million, and mortgage loans sold to JSC Kazakhstan Sustainability Fund as the Program Operator, net of repurchase, under the state mortgage program "7-20-25" in the amount of $26.6 million.
Capital Expenditures
In alignment with our digital fintech ecosystem strategy, we are expanding our business into the telecommunications market in Kazakhstan through our Freedom Telecom subsidiary. Our expansion will require significant capital expenditures, the specific amount of which is currently uncertain. Total capital expenditures for the development of this business area are currently expected to be required for, among other things, construction of network infrastructure, including a backbone network, obtaining licenses or other rights to provide services where required and acquisitions of smaller companies in the sector. Our plans and budget for Freedom Telecom continue to be regularly reassessed and are subject to revisions, which may be material. We currently plan to finance our capital expenditures for this business area with a combination of own funds and borrowings, including vendor financing, including the proceeds of a $200 million U.S. dollar domestic bond placement on the AIX that we completed on December 19, 2023. In addition, on September 16, 2024, Freedom SPC authorized and issued a series of $200 million bonds, the proceeds of which were also allocated to finance capital expenditures in this business area. For further information, see "Indebtedness - Long-term" below.
As a further step in implementing our strategy to build a digital fintech ecosystem, on January 25, 2024, Freedom Telecom established a subsidiary, Freedom Media, in Kazakhstan for the purposes of providing media content to customers in Kazakhstan. Total capital expenditures incurred during the fiscal year 2025 amounted to $9.2 million. We will finance our capital expenditures related to Freedom Media primarily using our own funds.
On May 10, 2023, our subsidiary Freedom EU signed a contract for the construction of Elysium Tower, a building in Limassol, Cyprus. The building is planned to be a new office building for our Freedom EU subsidiary. Capital expenditures amounted to approximately $7.5 million in fiscal year 2024, and $2.4 million incurred during the fiscal year 2025. The remaining balance of approximately $3.8 million is expected to be incurred in during the 2025 calendar year. We are financing this construction project primarily using our own funds.
Dividends
We did not declare or pay a cash dividend on our common stock during fiscal 2025 or fiscal 2024. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Indebtedness
Short-term
Our short-term financing is primarily obtained through securities repurchase arrangements conducted through stock exchanges. We use repurchase arrangements, among other things, to finance our liquidity positions. As of March 31, 2025, $1.4 billion, or 63% of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $2.8 billion, or 75% as of March 31, 2024. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities rep
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urchase agreement obligations see Note 12 "Securities Repurchase Agreement Obligations" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Long-term
On October 21, 2021, our subsidiary Freedom Finance Special Purpose Company LTD ("Freedom SPC") issued U.S. dollar-denominated bonds due 2026, in an aggregate principal amount of $66 million, which are listed on the AIX. The annual interest rate for such bonds is 5.5%. The bonds are guaranteed by FRHC.
On December 19, 2023, Freedom SPC issued U.S. dollar-denominated bonds due 2028, in an aggregate principal amount of $200 million, for the purpose of raising funds to finance the development of the Freedom Telecom business. The bonds are guaranteed by FRHC and are listed on the AIX. For the first and second years, the annual interest rate for such bonds is 12%, and for subsequent years the interest rate will be fixed and set as the sum of the effective federal funds rate as of December 10, 2025 and a margin of 6.5%. On September 16, 2024, Freedom SPC authorized a series of $200 million bonds due September 16, 2026 under the program, with a 10.5% annual interest rate payable quarterly, all of which were placed (i.e., sold) during the three months ended December 31, 2024.
As of March 31, 2025, there was an aggregate of $64.8 million and $200.3 million in principal amount of Freedom SPC Bonds due 2026 and Freedom SPC bonds due 2028, respectively, outstanding. The aggregate accrued interest as of March 31, 2025 for both the Freedom SPC bonds due 2026 and the Freedom SPC bonds due 2028 was $3.1 million.
On June 21, 2019, SilkNetCom, a Company's subsidiary since September 17, 2024, entered into a KZT denominated loan facility agreement with JSC "Development Bank of Kazakhstan" for up to $26.4 million. The loan is subject to a fixed annual interest rate of 10.0% effective until April 30, 2027, and 15.71% thereafter, with a maturity date of June 21, 2031. As of March 31, 2025, the outstanding aggregate amount under the loan was $13.8 million, including $13.4 million of principal amount and $397 thousand of accrued interest. The purpose of obtaining this loan was to finance the expansion of a broadband internet access in Kazakhstan rural areas.
During the fiscal year ended March 31, 2025, Freedom Bank KZ established three Kazakhstan law bond programs: (i) a program of up to 100 billion Kazakhstani tenge, of which 7-year bonds for 50 billion Kazakhstani tenge which have been listed on the KASE, with a floating interest rate to be determined following the first trades, (ii) a program of up to 200 billion Kazakhstani tenge, of which 2-year bonds for 36 billion Kazakhstani tenge have been listed on the KASE with a fixed interest rate determined following the first trades, and (iii) a program of up to $300 million, of which 2-year bonds for $50 million have been listed on the KASE with a fixed interest rate to be determined following the first trades. None of the bonds within the Freedom Bank KZ's bond programs have been placed to investors. Going forward, Freedom Bank KZ may decide to place any or all of these the bonds as needed to support its liquidity.
Net Capital and Capital Requirements
A number of our subsidiaries (and, in certain instances, the Company as their owner) are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
At March 31, 2025, these minimum net capital and capital adequacy requirements for each company ranged from approximately $0.3 million to $175.4 million and fluctuate depending on various factors. At March 31, 2025, the aggregate net capital and capital adequacy requirements of our subsidiaries was approximately $441.1 million. The Company and each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at March 31, 2025.
Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we fail to maintain minimum net capital or capital adequacy, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to various other rules and regulations, including liquidity and capital adequacy ratios. Our operations that require the intensive use of capital are limited to the extent necessary to meet our regulatory requirements.
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Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. We cannot assure that such financing will be available to us on acceptable terms, or at all, at the time it is needed.
We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.
Allowance for credit losses
The Company has recently adopted a new accounting standard, ASC 326 - Current Expected Credit Losses (CECL), effective April 1, 2023. This standard has introduced significant changes to how we estimate and recognize credit losses for our financial assets. Management estimates and recognizes the CECL as an allowance for lifetime expected credit losses for loans issued. This is different compared to the previous practice of recognizing allowances based on probable incurred losses.
Under CECL, the allowance for credit losses (ACL) primarily consists of two components:
Collective CECL Component: This component is used for estimating expected credit losses for pools of loans that share common risk characteristics.
Individual CECL Component: This component is applied to loans that do not share common risk characteristics and require individual assessment.
The ACL is a valuation account that is subtracted from the amortized cost of total loans and available-for-sale securities to reflect the net amount expected to be collected. Our methodology for establishing the allowance for loan losses is based on a comprehensive assessment that considers relevant and available information from internal and external sources. This assessment takes into account past events, including historical trends in loan delinquencies and charge-offs, current economic conditions, and reasonable and supportable forecasts. Our processes and accounting policies for the CECL methodology are further described in Note 2 "Summary of Significant Accounting Policies" to the consolidated financial statements included in this annual report on Form 10-K.
Goodwill
We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.
Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements contained in Part II Item 8 of our annual report. As of March 31, 2025, the Company had goodwill of $49.1 million.
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Income taxes
We are subject to income taxes in both the United States and numerous foreign jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.
We recognize deferred tax liabilities and assets based on the difference between the Consolidated Balance Sheet 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.
Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on 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 to the differences that are expected to affect taxable income.
We periodically evaluate and establish the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.
Legal contingencies
We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.
FY 2024 10-K MD&A
SEC filing source: 0000924805-24-000041.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to assist you in understanding the results of operations and present financial condition of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries in Part II Item 8 of this annual report as well as the information set forth in Part I Item 1 "Business" of this annual report. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our," and "us") mean Freedom Holding Corp. together with its consolidated subsidiaries. This discussion contains certain forward-looking statements that involve known and unknown risks, uncertainties, and other factors as described under the heading "Special Note About Forward-Looking Information" in this annual report. Actual results could differ materially
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from those projected in any forward-looking statements. For additional information regarding these risks and uncertainties, see the disclosure under the heading "Risk Factors" in Part I Item 1A of this annual report.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources for fiscal 2024, 2023 and 2022.
OVERVIEW
Freedom Holding Corp. is organized under the laws of the State of Nevada and acts as a holding company for all of our operating subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, investment banking services, retail and commercial banking, insurance products, payment services, and information processing services. We also own several ancillary businesses which complement our core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in a developmental stage.
Our business was founded in order to provide access to the international capital markets for retail brokerage clients. Our business has grown rapidly in recent years. We are pursuing a strategy to become a leader in the financial services industry, serving individuals and institutions desiring enhanced market access to international capital markets using state of the art technology platforms for their brokerage and banking needs.
Our principal executive office is in Almaty, Kazakhstan. We have a presence in Kazakhstan, Uzbekistan, Kyrgyzstan, Cyprus, Germany, the United Kingdom, Greece, Spain, France, Poland, Austria, Bulgaria, Italy, Netherlands, Belgium, the United States, Turkey, Armenia, Azerbaijan, and the United Arab Emirates. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of March 31, 2024, we had 6,197 employees, 161 offices (of which 46 offered brokerage services, 52 offered insurance services, 20 offered banking services and seven offered other financial and non-financial services) and 530,000 retail brokerage customer accounts.
Exclusion of Russian subsidiaries presented as discontinued operations
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this annual report focuses exclusively on the continuing operations of the Company in accordance with U.S. GAAP. The financial results, operating performance, and liquidity discussed herein explicitly exclude our former Russian subsidiaries, which were divested in February 2023 and have been classified as discontinued operations for fiscal 2023. The prior periods discussed in this annual report have also been recasted for discontinued operations. For a comprehensive understanding of the Company's overall financial position, results, and the impact of the discontinued operations, we encourage you to refer to the accompanying financial statements and relevant notes.
Inclusion of insurance companies under the pooling of interest method due to being under common control
As of May 17, 2022, the Company's financials included the acquisition of two insurance companies in Kazakhstan: Freedom Life, a life insurance company, and Freedom Insurance, a direct insurance carrier excluding life, health, and medical coverage. These entities have been considered 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 financial results, operating performance, and liquidity discussed herein explicitly include two insurance companies above-mentioned and prior periods have been recasted accordingly.
Change in reportable segment
Effective from the beginning of the fiscal year 2024, the Company has undergone a strategic realignment in its business management and reporting structure. Our Chief Executive Officer, Chief Financial Officer and President, collectively acting as the Chief Operating Decision Maker (CODM), have initiated a new approach to managing our operations. This approach is based on a more segmented analysis of our business activities, allowing for more precise operating decisions and performance evaluations.
Change in accounting principle
On April 1, 2023, we adopted new accounting guidance which requires entities to estimate and recognize an allowance for lifetime expected credit losses for our financial assets in scope. Previously, an allowance for credit losses was recognized based on probable incurred losses. The results for reporting periods beginning on or after April 1, 2023 are presented under ASC 326, while prior periods amount continue to be reported in accordance with previously applicable
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GAAP. For more information regarding adoption of new standard, see "Recent accounting pronouncements" in Note 2 "Summary of Significant Accounting Policies" of this annual report.
Summary of Results of Operations
The highlights of our consolidated results for fiscal 2024 are as follows:
•We had total revenues, net of $1,635.1 million for fiscal 2024, as compared to $795.7 million for fiscal 2023, respectively. The increase from fiscal 2023 and 2024 was primarily attributable to the following:
◦Our interest income for fiscal 2024 was $828.2 million, representing an increase of $533.5 million, or 181%, compared to fiscal 2023. The increase was primarily attributable to an increase of interest income on trading securities. Interest income on loans to customers and margin loans to customers also increased.
◦Our fee and commission income for fiscal 2024 was $440.3 million, an increase of $113.1 million, or 35%, compared to fiscal 2023. The increase was mainly attributable to increases in fee and commission income from brokerage services and commission income from payment processing.
◦Our net gain on trading securities for fiscal 2024 was $133.9 million, an increase of $62.8 million, or 88%, compared to fiscal 2023. The majority of the net gain for fiscal 2024 was attributable to appreciation during the course of the fiscal year of Kazakhstan sovereign bonds held in our proprietary portfolio.
◦Our insurance underwriting income for fiscal 2024 was $264.2 million, an increase of $148.8 million or 129%, compared to fiscal 2023. The increase was driven by the expansion of our insurance operations and increase in the number of active insurance contracts from 681,667 as of March 31, 2023 to 807,173 as of March 31, 2024.
•We had net income of $375.0 million for fiscal 2024, as compared to $205.6 million for the fiscal year ended March 31, 2023.
•Our total assets increased to $8.3 billion as of March 31, 2024 from $5.1 billion as of March 31, 2023. Of our total assets:
◦Our proprietary trading portfolio increased by 53% to $3,688.6 million as of March 31, 2024 from $2,412.6 million as of March 31, 2023.
◦The loan portfolio of Freedom Bank KZ increased by 68% to $1,374.1 million as of March 31, 2024 from $819.4 million as at March 31, 2023.
•We had approximately 530,000 total retail brokerage customers as of March 31, 2024 as compared to approximately 370,000 as of March 31, 2023.
•We had approximately 3,360,000 bank accounts at our Freedom Bank KZ subsidiary as of March 31, 2024 as compared to approximately 1,662,000 as of March 31, 2023
The operating results for any period are not necessarily indicative of the results that may be expected for any future period.
Key Factors Affecting Our Results of Operations
Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events. The key factors affecting our business and the results of operations include, in particular: market and economic conditions, the growth of retail brokerage activity in our key markets, the effects of the Russia-Ukraine conflict, acquisitions and divestitures, the entry into new business areas and markets, our transactions with related parties, our arrangements with market maker customers and governmental policies. Each of these factors is discussed in more detail below.
Market and Economic Conditions
Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond our control, and may affect the decisions made by financial market participants.
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Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, and fiscal and monetary policy can affect market conditions. While many global financial markets have shown signs of improvement in recent years, uncertainty remains. A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impair our revenues and profitability.
Financial markets may also be impacted by political and civil unrest occurring in the Middle East, Eastern Europe, Russia and Ukraine, South America and Asia. Hostilities between Russia and Ukraine have created global uncertainties around the spread of the conflict, and the potential use of nuclear weapons and have impacted global supply chains of energy supplies and food supplies throughout the world. These issues could have unforeseen and negative impacts upon the financial markets and our company and its operations.
Growth of Retail Brokerage Activity in Our Key Markets
The growth of our business has been driven to a large extent by growth in retail brokerage activity in our key markets. Historically, these markets have included Kazakhstan, Russia and certain other Eastern Europe and Central Asia jurisdictions. Retail brokerage activity in our key markets has grown rapidly in recent years. Our total number of retail brokerage customer increased from approximately 250,000 as of March 31, 2022 to approximately 370,000 as of March 31, 2023, to approximately 530,000 as of March 31, 2024. Internally, we designate "active customers" as those in which at least one transaction occurs per quarter. For the year ended March 31, 2024, we had approximately 96,906 active customers. The increases in the number of our customers have in turn contributed to increases in our customer liabilities over these periods. We currently regard our key markets to be Kazakhstan, Europe and other Central Asian jurisdictions, and we are actively seeking to decrease the amount of our clients located in Russia.
Russia-Ukraine Conflict
In February 2022, Russia launched a military offensive against Ukraine, which has resulted in a protracted conflict. The war is ongoing, and it is difficult to predict how long it will last. The economies of Russia, Ukraine and the surrounding region, the global economy generally and the Company specifically have been adversely affected by the conflict.
In response to the Russia-Ukraine conflict, numerous governments, including those of the United States, the EU and the United Kingdom have imposed an extensive range of additional economic sanctions on Russia, certain financial institutions, business enterprises, and key persons in Russia or deemed to be enabling the Russia-Ukraine conflict. The imposed sanctions significantly expand the sanctions first imposed on Russia following the 2014 Russian invasion of Ukraine and its annexation of the Crimea region of Ukraine. In addition, many businesses are adopting a cautious approach to sanctions and export compliance matters, implementing internal policies that are more restrictive than strictly required by the applicable rules. The Russian government has issued countersanctions as a defensive measure targeted at "unfriendly states" which include the United States and most countries that have imposed sanctions on Russia, as well as imposed restrictions on currency transactions of its own citizens.
Historically, a large portion of our revenues was derived from individuals and institutions in Russia, through accounts at our Russian subsidiaries, through accounts at our non-Russian subsidiaries, and indirectly through accounts held by Russian customers of FST Belize. After careful consideration of the needs of our employees, customers and shareholders and the best interests of our company, shortly after the onset of the Russia-Ukraine conflict we decided to divest our Russian subsidiaries, Freedom RU and Freedom Bank RU. In February 2023, we divested our Russian subsidiaries, including all of their offices and employees. As of March 31, 2022, our Russian subsidiaries had 43 offices and branches and 1,717 employees. Despite the divestiture of these subsidiaries, the scale of our overall business increased from fiscal 2022 to fiscal 2023. As of March 31, 2022, our total number of employees was 1,704 and our total number of offices was 66. As of March 31, 2023, the number of employees increased to 3,689 and the number of our offices increased to 126. The increase in the scale of our operations between the two fiscal years, despite the divestment of our Russian subsidiaries, was mainly attributable to our growth during fiscal 2023 through several acquisitions. In addition, certain customers of our former Russian subsidiaries opened accounts at our non-Russian subsidiaries, which mitigated the effects of the divestment of our Russian subsidiaries. Although we are actively seeking to decrease the amount of our clients located in Russia, the brokerage and banking customers of our non-US subsidiaries continue to include non-sanctioned Russian persons through their accounts at non-Russian companies within our group. Many of these Russian persons live outside of Russia. We do not regard the total number of Russian persons who are currently our clients to be material in the context of of our total customer base of brokerage, banking and insurance customers. See "Regulation" in "Business" in Part I Item 1 of this annual report.
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Even before the Russia-Ukraine conflict began in February 2022, our clients were required to conform to strict anti-money laundering regulations and to undergo ongoing sanctions screening to assure us that they were not subject to United States, EU or UK sanctions that would restrict our ability to do business with them or require us to take regulatory compliance actions in response to their activities. However, the evolving sanctions and countersanctions in connection with the Russia-Ukraine conflict expose us to heightened risks and challenges. The Russia-Ukraine conflict has also exposed us to a range of other heightened risks stemming from our actual or perceived connections with Russia, including risks related to our business relationships with counterparties outside of Russia, including commercial banks, settlement banks, stock exchanges and regulators.
The Russia-Ukraine conflict has also had, and may continue to have, adverse effects on our results of operations related to proprietary trading. For example, during the fiscal year ended March 31, 2023 we sold 7,500,000 shares in the SPB Exchange that we owned and realized a loss from the divestiture in the amount of $73.4 million. We attribute this loss to a combination of factors, including the heightened market uncertainty and increased volatility caused by the Russia-Ukraine conflict and its geopolitical consequences.
On October 19, 2022, the President of Ukraine signed a decree enacting a decision of the National Security and Defense Council of Ukraine (NSDC) on the application of personal special economic and other restrictive measures (sanctions) against more than 1,300 companies and more than 2,500 individuals. Freedom UA's brokerage license was suspended for a period of five years and its assets frozen by the Ukrainian authorities following its inclusion on the sanctions list. The lists of companies and individuals sanctioned included both Freedom UA and Timur Turlov, in his personal capacity. In addition, the list included our two former Russian subsidiaries, which have since been divested. We note that all persons on the Russian list of Forbes entrepreneurs for 2021 were included. In 2021 Mr. Turlov was on this Forbes list and still had Russian citizenship (in the appendix to the presidential decree there is a reference to Mr. Turlov’s Russian citizenship. We note that, prior to June 2022, Mr. Turlov was a Russian citizen. As from June 2022, Mr. Turlov renounced his Russian citizenship and is now a citizen of Kazakhstan. We have made a series of efforts seeking to have Freedom UA and Mr. Turlov removed from the sanctions list. In addition, we have contributed approximately $11.7 million to humanitarian relief efforts in Ukraine through charitable funds. In view of the ongoing uncertainty related to Freedom UA, the management of the Company has determined that starting from April 1, 2023 the Company does not maintain effective control over Freedom UA. Accordingly, Freedom UA has not been consolidated in the Company's consolidated financial statements in this annual report.
Other than the Ukrainian sanctions described above, none of FRHC, nor any of our group companies, nor any of our current directors or senior management, is a target of sanctions imposed by the United States, the EU or the UK.
As of the date of this annual report, the Russia-Ukraine conflict is ongoing and its effects on us continue to evolve. As such, we expect there will be further impacts and unknown risks related to our business, the substance and reach of which we cannot fully anticipate.
Acquisitions and Divestitures
Divestiture of Former Russian Subsidiaries
Historically, a large portion of our trading volume has been derived from individuals and qualifying institutions in Russia, through accounts at our former Russian subsidiaries and through non-Russian accounts. On February 28, 2023, we completed the divestiture of our former Russian subsidiaries. This divestiture has had an impact on our business and results of operations. For more information see "Russia-Ukraine Conflict" above.
Acquisitions
Historically we have been active in pursuing non-organic growth through mergers and acquisitions. We expect this trend to continue in the future. In particular, we plan to make acquisitions as part of our strategy to create a digital fintech ecosystem. Acquisitions and divestitures may have a material effect on our business and financial results. For additional information see Note 1 "Description of Business" and Note 30 "Segment Information" in the notes to our consolidated financial statements contained in Part II Item 8 and "Business" in Part I Item 1 of this annual report.
Acquisitions we completed in the 2023 and 2024 fiscal years include the following:
•On April 26, 2023, we completed the acquisition of 100% of Internet-Tourism LLP, a Kazakhstan-based online aggregator for buying air and railway tickets, in order to expand our presence in the digital services ecosystem in Kazakhstan. The purchase price paid for the acquisition was $2.0 million.
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•On April 26, 2023, we completed the acquisition of 100% of Aviata LLP, a Kazakhstan-based online aggregator for buying air and railway tickets, in order to expand our presence in the digital services ecosystem in Kazakhstan. The purchase price paid for the acquisition was $31.3 million.
•As a result of a series of transactions, we effectively obtained control over Arbuz Group LLP ("Arbuz") on May 22, 2023, and as a result of other transactions we increased our ownership interest to 94.73% by December 31, 2023, with Timur Turlov owning the remaining 5.27%. We acquired Arbuz to accelerate our growth in e-commerce sector. For more details please refer to Note 28 Acquisitions of Subsidiaries in the notes to our consolidated financial statements contained in Part II Item 8.
•On July 27, 2023, we completed the acquisition of 90% of Comrun LLP ("Rekassa"), a Kazakhstan-based digital service for cash transaction data management, in order to expand our presence in the digital services ecosystem in Kazakhstan. The purchase price paid for the acquisition was $3.1 million.
•On January 9, 2024, we completed the acquisition of 100% of DITel LLP ("DITel"), a provider of telecommunications services in Kazakhstan. The purchase price paid for the acquisition was $1.1 million.
Deconsolidation of Freedom UA
On October 19, 2022, Freedom UA was included on the National Security and Defense Council of Ukraine sanctions list, which resulted in the blocking of the assets and liabilities of Freedom UA and the suspension of its brokerage license. Due to the uncertainty of our ability to control Freedom UA, the Company believes that it no longer controls Freedom UA starting April 1 2023, and accordingly it has not been consolidated in the financial statements starting from the first quarter of fiscal 2024.
Entry Into New Business Areas and Markets
On November 27, 2023, consistent with our strategy to build a digital fintech ecosystem, our Board of Directors approved a plan to expand our business by entering the telecommunications market in Kazakhstan through our Freedom Telecom subsidiary. Execution of the new plan is expected to require significant capital expenditure, the specific amount of which is currently uncertain. Total capital expenditures for the development of this business area are currently expected to be required for, among other things, construction of network infrastructure, including a backbone network, obtaining frequency licenses or other rights to provide services where required and acquisitions of smaller companies in the sector. See "Liquidity and Capital Resources - Capital Expenditures" below. We currently project that Freedom Telecom will incur losses for the first several years of its operations based on assumptions included in our current financial model. While such losses, and increased debt service costs associated with funding the implementation of the strategic plan, will have an adverse effect on our consolidated net income in the relevant periods, the current financial model provides that the successful execution of the new plan will begin to have a significant positive impact on our consolidated net income starting in 2028. Our strategy and budget for Freedom Telecom are currently being reassessed and are subject to revisions, which may be material.
As a further step in implementing our strategy to build a digital fintech ecosystem, on January 25, 2024, Freedom Telecom established a subsidiary, Freedom Media, in Kazakhstan for the purposes of providing media content to customers in Kazakhstan. It is planned that Freedom Media will offer comprehensive access to an extensive portfolio of television series, movies, documentaries, and exclusive content, covering a wide range of genres. Total capital expenditures required in connection with Freedom Media over the next five years are estimated to be approximately $54 million. We project that Freedom Media will incur losses for the calendar years 2024 and 2025 with profitability forecasted to commence from the calendar year 2026 onwards, based on assumptions included in our financial model.
Related Party Transactions
During the fiscal years ended March 31, 2024, 2023 and 2022, the Company engaged in various related party transactions, a substantial amount of which were conducted with FST Belize, a corporation registered in and licensed as a broker dealer in Belize. FST Belize was formed in 2014 and is 100% owned by the Company's controlling shareholder, chairman and chief executive officer, Timur Turlov. FST Belize is not part of our group of companies. Between 2022 and 2024, we actively reduced the scale of our omnibus brokerage relationship with FST Belize and had terminated that relationship as of March 31, 2024.
During the fiscal years under review, we received fee and commission income from FST Belize, which had its own brokerage customers. FST Belize's customers included a market maker institution with whom a significant amount of
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our customer orders were executed through FST Belize's omnibus brokerage account at Freedom EU. For the year ended March 31, 2023, $197.4 million, or 60% and for the year ended March 31, 2024, $61.4 million or 14% of our total fee and commission income, was derived from the omnibus brokerage relationship between Freedom EU and FST Belize. In fiscal 2024, 2023 and 2022, respectively, approximately 14%, 60% and 82% of our fee and commission income was derived from the omnibus brokerage relationship between Freedom EU and FST Belize. We understand that the majority of the fee and commission income Freedom EU received from FST Belize during these fiscal years was attributable to commissions paid by such market maker customer in connection with its trading. See "Market Maker Customer Arrangements" below. The decrease in fee and commission income generated from FST Belize as a percentage of our total fee and commission income across the fiscal years ended March 31, 2024 and 2023 and 2022 was due to a decrease in the volume of trading activity by FST Belize through its omnibus accounts with us across the respective periods, as a result of ongoing joint efforts by us and FST Belize to encourage clients of FST Belize to open accounts at brokerage companies within our group, in particular Freedom Global and Freedom AR, and conduct ongoing trading through such accounts, consistent with our strategy to reduce and ultimately eliminate our omnibus brokerage relationship with FST Belize. During the fiscal year ended March 31, 2024, we estimate that approximately 30,000 customers of FST Belize migrated their brokerage accounts to brokerage companies within our group.
Interest income generated from FST Belize accounted for approximately 3%, 8% and 8% of our total interest income for the years ended March 31, 2024, 2023 and 2022, respectively.
As of March 31, 2024, and March 31, 2023, our margin lending receivables due from FST Belize were $— million and $290.2 million, respectively. The decrease in margin lending receivables due from FST Belize was attributable to a significant reduction in the volume of business we conducted involving FST Belize between the two dates, consistent with our strategy to eliminate our omnibus brokerage arrangement with FST Belize. Historically, majority of this margin receivable was attributable to a market maker customer.
As of March 31, 2024 and March 31, 2023, our customer liabilities included deposits from FST Belize held by Freedom EU related to brokerage services provided by Freedom EU to FST Belize in the amounts of $0.8 million and $23.7 million, respectively. Part of these deposits as of March 31, 2024 represents funds retained as proceeds following the closing of margin loan and short positions by FST Belize in connection with FST Belize closing its positions in its omnibus accounts of Freedom EU, consistent with our strategy to eliminate our omnibus brokerage arrangement with FST Belize.
Our transactions with FST Belize were performed in the ordinary course of our brokerage and banking businesses and such transactions were made on substantially the same terms and conditions as those prevailing at the time for comparable transactions with similarly situated unaffiliated third parties. In accordance with our Audit Committee Charter, our audit committee, all members of which are independent, is responsible for reviewing, approving and overseeing any transaction between the Company, including its subsidiaries, and any related person and any other potential conflict of interest situations on an ongoing basis.
For additional information regarding our transactions with FST Belize, see Note 24 "Related Party Transactions" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Market Maker Customer Arrangements
We have derived a significant portion of our fee and commission income and interest income from margin loans to customers from trading activity of certain institutional market maker customers with whom we internalize the execution of trades of our customers. We earn fee and commission income from such market maker customers for executing trades as well as commissions paid by them for order flow, which is net compensation received from firms to which our broker-dealer subsidiaries send equity and options orders, and fees for outstanding short sale positions. We also earn interest income on margin loans we grant to them. Our arrangements with such market maker customers have provided us and our customers with a substantial liquidity pool for trading, including reduced settlement costs for us and enabling faster execution of trades for our customers. Prior to the end of fiscal 2024, we had such an arrangement indirectly with an institutional market maker customer of our affiliate FST Belize, and since approximately the beginning of fiscal 2024 we have had such an arrangement with an institutional market maker customer of our Freedom Global subsidiary. We receive a commission from such institutional market maker customers for executing their trades, and in the past we earned such commissions indirectly through commissions we received from FST Belize. For the year ended March 31, 2024, we earned fee and commission income from the market maker customer at our Freedom Global subsidiary in an amount of $196.7 million, representing 12% of our total fee and commission income for fiscal 2024. For the year ended March 31, 2024, we earned interest income from margin lending from the market maker customer at our Freedom Global subsidiary in an amount of approximately $100 million, representing 6% of our total interest income from margin lending for fiscal 2024. For fiscal 2024, 2023 and 2022, approximately 14%, 60% and 82% of our fee and commission income from our affiliate
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FST Belize, respectively, and we understand that the majority of such fee and commission income was attributable to execution of trades of a market maker institution with an account at FST Belize.
Governmental Policies
Our earnings are and will be affected by the monetary, fiscal and foreign policies of the governments of the jurisdictions in which we operate, in particular Kazakhstan, the European Union and the United States. The monetary policies of these countries may have a significant effect upon our operating results. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Key Income Statement Line Items
Revenue
We derive revenue primarily from fee and commission income, net gain on trading securities, interest income, insurance underwriting income, and net gain on foreign exchange operations.
Fee and Commission Income
Fee and commission income consists principally of fees and commissions from brokerage customer trading, banking services, payment processing services and underwriting and market making activities. A substantial portion of our revenue is derived from commissions from customers through accounts with transaction-based pricing. Brokerage commissions are charged on investment products in accordance with a schedule we have formulated that aligns with local practices. Part of our brokerage fees from customer trading consists of commissions we receive for from institutional market maker customers for execution of trades requested by them. Fees received for banking services consist primarily of commissions earned from merchants on acquiring operations, commission on transfer and payment processing and commissions on cash operations. Fees for payment processing services are mainly related to the charges for the service of handling and processing particular cash transfer transactions or operations.
Fee and commission income as a percentage of our total revenue was 27%, 41% and 49% in the fiscal years ended , March 31, 2024, 2023 and 2022 respectively. Retail brokerage service fee and commission income as a percentage of our total fee and commission income was 76%, 88% and 95% in the fiscal years ended March 31, 2024, 2023 and 2022, respectively.
Interest Income
We earn interest income from trading securities, margin lending, reverse repurchase transactions, and loans to customers. Interest income on trading securities consists of interest earned from investments in debt securities held in our proprietary trading account.
Net Gain/(Loss) on Trading Securities
Net gain/(loss) on trading securities reflects the change in value of the securities held in our proprietary trading portfolio during the relevant period. A net gain or loss is comprised of both realized and unrealized gains and losses during the period. Realized gains or losses are recognized when we close an open position in a security and recognize a gain or a loss on that position. U.S. GAAP requires that we also reflect in our financial statements any unrealized gain or loss on each open securities positions as of the end of each period based on whether the value of the open position is higher or lower at the period end than it was at either: (i) the beginning of the period, if the position was held for the full period; or (ii) at the time the position was opened, if the position was opened during the period. Fluctuations in unrealized gains or losses from one period to another can occur as a result of factors beyond our control, such as fluctuations in the market prices of the open securities positions we hold resulting from market and economic uncertainty arising from global or local events that cause significant market volatility, or even halting of trading in certain markets, all of which occurred as a result of the Russia-Ukraine conflict. Fluctuations might also result from factors within our control, such as when we elect to close an open securities position, which would have the effect of reducing our open positions and, thereby potentially reducing or increasing the amount of unrealized gains or losses in a period. These fluctuations can adversely affect the ultimate value we realize from our proprietary trading activities. Unrealized gains or losses in a particular period may or may not be indicative of the gain or loss we will ultimately realize on a securities position when the position is closed. As a result, we might realize significant swings in net gains and losses realized on our trading securities year-over-year and quarter-to-quarter.
Insurance Underwriting Income
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Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as revenue over the premium paying period and property; and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided.
Net Gain on Foreign Exchange Operations
Net gain on foreign exchange operations reflects the net gain from: (i) the change in value resulting from currency fluctuations of monetary assets and liabilities denominated in any currency other than the functional currency of the entity holding such asset or liability; and (ii) purchases and sales of foreign currency. Under U.S. GAAP, we are required to revalue assets and liabilities denominated in foreign currencies into our reporting currency, the U.S. dollar, which can result in gains or losses on foreign exchange operations. Fluctuations in foreign currency exchange rates are beyond the Company's control, and the Company may suffer losses as a result of such fluctuations.
Net (Loss)/Gain on Derivatives
The Company enters into various derivative financial instruments, including forwards and swaps, in the foreign exchange markets. These financial instruments are held for trading and are initially recognized at fair value. Fair value is determined based on quoted market prices or valuation models that consider the current market and contractual values of the relevant underlying instruments, along with other factors. Derivative financial instruments with a positive fair value are recorded as assets, while those with a negative fair value are recorded as liabilities. Gains and losses on these instruments are recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income as net (loss)/gain on derivatives.
Fee and Commission Expense
We incur fee and commission expense in our brokerage, banking, and insurance activities. Fee and commission expense consists of expenses related to brokerage, banking, stock exchange, clearing, depository and agent services. Generally, we expect fee and commission expense from brokerage and banking activities to increase and decrease corresponding to increases and decreases in fee and commission income. For our insurance operations, fee and commission expense arises from the deferral and subsequent amortization of the costs of acquiring business, which are referred to as “deferred acquisition costs” (principally commissions, and other incremental direct costs of issuing policies). Deferred acquisition costs (“DAC”) for traditional life insurance and long-duration health insurance are amortized over the estimated premium-paying period of the related policies. DAC for property insurance, accident insurance and health insurance is amortized over the effective period of the related insurance policies.
Interest Expense
Interest expense includes the expenses associated with our short-term and long-term financing, which consist of interest on securities repurchase agreement obligations, customer accounts and deposits, debt securities issued, and loans received.
Payroll and Bonus
Payroll and bonuses represent the costs incurred by a company in compensating its employees for their services and providing performance-based incentives.
Professional Services
Professional services represent the costs associated with engaging external experts and consultants.
Stock Compensation Expense
Stock compensation expense represents the cost associated with issuing stock grants to employees and executives as part of their compensation packages.
Advertising Expense
Advertising expense represents a component of operating expenses. It signifies the investments made to promote products, services, or the overall brand to a targeted audience, ultimately driving customer acquisition and revenue growth.
General and Administrative Expense
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General and administrative expense includes lease cost, depreciation and amortization, communications services, software support, representative expenses, business travel expenses, utilities, charity, sponsorship, fines and penalties, taxes other than income tax, rent and other operating expenses.
Insurance Claims Incurred, Net of Reinsurance
Insurance claims incurred are expenses directly associated with our insurance activity, and represent actual amounts paid or to be paid to policyholders when insurable events occur, less any amounts we receive from reinsurers related to the insurable event. This amount is adjusted for changes in loss reserves, including claims reported but not settled (RBNS), claims incurred but not reported (IBNR) and not incurred claims reserve (NIC).
Foreign Currency Translation Adjustments, Net of Tax
The functional currencies of our operating subsidiaries are the Kazakhstan tenge, the euro, the U.S. dollar, the Uzbekistan som, Kyrgyzstani som, the Azerbaijani manat, the Armenian dram, the British pound sterling and the United Arab Emirates dirham. Our reporting currency is the U.S. dollar. Pursuant to U.S. GAAP we are required to revalue our assets from our functional currencies to our reporting currency for financial reporting purposes.
Net Income/(Loss) Attributable to Non-controlling Interest
Net income/(loss) attributable to non-controlling interest includes our net income/(loss) attributable to our non-controlling interests in Arbuz and ReKassa. As of March 31, 2024 we held 94.73% of the ownership interest in Arbuz and 90% of the ownership interest in ReKassa. The remaining 5.27% of the ownership interest in Arbuz and 10.00% of the ownership interest in ReKassa are considered as non-controlling interests in our Consolidated Statements of Operations and Statements of Other Comprehensive Income.
Prior to April 1, 2023, the Company reflected Mr. Tashtitov's ownership interest in Freedom UA as a non-controlling interest in its Consolidated Balance Sheets, Consolidated Statements of Operations and Statements of Other Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows. Given the ongoing uncertainty regarding the status of Freedom UA, the management of the Company determined that starting from April 1, 2023 the Company does not maintain effective control over Freedom UA and it is no longer consolidated in the Company's financial statements. Accordingly, as of March 31, 2024 there are no non-controlling interests in relation to Freedom UA.
RESULTS OF OPERATIONS
Comparison of Fiscal Years Ended March 31, 2024, 2023 and 2022
The following comparison of our financial results for the fiscal years ended March 31, 2024, 2023 and 2022, is not necessarily indicative of future results. Prior period presentations and disclosures were reclassified to provide comparability with current period classifications.
Revenue
The following table sets out information regarding our total revenue, net for the fiscal years presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Fee and commission income | $ | 440,333 | $ | 327,215 | $ | 113,118 | 35 | % | $ | 335,211 | $ | (7,996) | (2) | % | |||||||||||
| Net gain on trading securities | 133,854 | 71,084 | 62,770 | 88 | % | 155,252 | (84,168) | (54) | % | ||||||||||||||||
| Interest income | 828,224 | 294,695 | 533,529 | 181 | % | 121,609 | 173,086 | 142 | % | ||||||||||||||||
| Insurance underwriting income | 264,218 | 115,371 | 148,847 | 129 | % | 72,981 | 42,390 | 58 | % | ||||||||||||||||
| Net gain on foreign exchange operations | 72,245 | 52,154 | 20,091 | 39 | % | 3,791 | 48,363 | 1276 | % | ||||||||||||||||
| Net loss on derivatives | (103,794) | (64,826) | (38,968) | 60 | % | 946 | (65,772) | (6,953) | % |
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| Column 1 | Column 2 | Column 3 | Column 4 | Column 5 | Column 6 | Column 7 | Column 8 | Column 9 | Column 10 | Column 11 | Column 12 | Column 13 | Column 14 | Column 15 | Column 16 | Column 17 | Column 18 | Column 19 | Column 20 | Column 21 | Column 22 | Column 23 | Column 24 | Column 25 | Column 26 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total revenue, net | $ | 1,635,080 | $ | 795,693 | $ | 839,387 | 105 | % | $ | 689,790 | $ | 105,903 | 15 | % |
The following table sets out the components of our revenue as a percentage of total revenue, net for the fiscal years presented.
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022(Recasted) | ||||||
| Fee and commission income | 27 | % | 41 | % | 49 | % | ||
| Net gain on trading securities | 8 | % | 9 | % | 22 | % | ||
| Interest income | 51 | % | 37 | % | 18 | % | ||
| Insurance underwriting income | 16 | % | 14 | % | 10 | % | ||
| Net gain on foreign exchange operations | 4 | % | 7 | % | 1 | % | ||
| Net (loss)/gain on derivatives | (6) | % | (8) | % | — | % | ||
| Total revenue, net | 100 | % | 100 | % | 100 | % |
Fee and commission income
The following table sets forth information regarding our fee and commission income for the fiscal years presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Brokerage services | $ | 333,383 | $ | 286,732 | $ | 46,651 | 16 | % | $ | 318,698 | $ | (31,966) | (10) | % | |||||||||||
| Commission income from payment processing | 41,659 | 6,385 | 35,274 | 552 | % | — | 6,385 | — | % | ||||||||||||||||
| Bank services | 25,180 | 17,964 | 7,216 | 40 | % | 6,727 | 11,237 | 167 | % | ||||||||||||||||
| Underwriting and market-making services | 18,801 | 11,948 | 6,853 | 57 | % | 5,963 | 5,985 | 100 | % | ||||||||||||||||
| Other fee and commission income | 21,310 | 4,186 | 17,124 | 409 | % | 3,823 | 363 | 9 | % | ||||||||||||||||
| Total fee and commission income | $ | 440,333 | $ | 327,215 | $ | 113,118 | 35 | % | $ | 335,211 | $ | (7,996) | (2) | % |
The following table sets out the components of our fee and commission income as a percentage of total fee and commission income, net for the fiscal years presented.
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 (Recasted) | |||||||
| (as a % of total fee and commission income) | |||||||||
| Brokerage services | 76 | % | 88 | % | 95 | % | |||
| Commission income from payment processing | 9 | % | 2 | % | — | % | |||
| Bank services | 6 | % | 5 | % | 2 | % | |||
| Underwriting and market-making services | 4 | % | 4 | % | 2 | % | |||
| Other fee and commission income | 5 | % | 1 | % | 1 | % | |||
| Total fee and commission income | 100 | % | 100 | % | 100 | % |
Fee and commission income for the fiscal year ended March 31, 2024, amounted to $440.3 million, reflecting an increase of $113.1 million or 35% compared to $327.2 million in the fiscal year ended March 31, 2023. This increase was driven by multiple factors, including:
•Fee and commission income from brokerage services generated $333.4 million, representing a 16% increase from $286.7 million in fiscal 2023. This growth was primarily due to an increase in number of retail brokerage
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customers from 370,000 in 2023 to 530,000 in 2024. The increase in the number of customers was attributable in part to the migration of customers from FST Belize to brokerage companies within our group during fiscal 2024. The increase in fee and commission income from brokerage services was offset in part by a decrease in fee and commission income from brokerage services from FST Belize, as our omnibus brokerage arrangement with FST Belize was wound down and customers of FST Belize closed their accounts with FST Belize and opened accounts with brokerage companies within our group.
•Fee and commission income from payment processing increased to $41.7 million in fiscal 2024 from $6.4 million in fiscal 2023 due to the acquisition of Paybox and its subsidiaries in the fourth quarter of fiscal 2023. This acquisition has added new revenue streams.
•Fee and commission income from banking services increased compared to fiscal 2023 by 40% to $25.2 million in fiscal 2024 reflecting increased volume of servicing of payment cards and a higher average turnover of merchants. This growth reflects our expanded banking operations and client acquisition strategies.
•Revenue from underwriting and market-making services increased by 57% to $18.8 million, driven by a higher volume of underwriting transactions and enhanced market positioning in fiscal 2024 as compared to fiscal 2023.
•Other fee and commission income increased by 409% to $21.3 million, largely due to an increase in agency fees generated by our online travel ticket aggregator, which was in turn due to an increase in usage and demand of such services.
Fee and commission income for the fiscal year ended March 31, 2023, amounted to $327.2 million, reflecting a decrease of $8.0 million or 2% compared to $335.2 million in the fiscal year ended March 31, 2022. This decrease was driven by multiple factors, including:
•Brokerage services generated $286.7 million, representing a 10% decrease from $318.7 million in the previous fiscal year. The decline in brokerage services was driven by a decrease in trading volumes and the number of transactions, mainly due to deteriorating stock market conditions and macroeconomic uncertainty. Despite this decrease, we believe it was not indicative of a broader trend but rather a result of high market volatility and geopolitical and economic situations during the period.
•Fee and commission income from banking services increased by $11.2 million to $18.0 million, reflecting growth in payment card servicing and higher average merchant turnover. This growth highlights the successful expansion of our banking operations and effective client acquisition strategies.
•Income from underwriting and market-making services increased by 100% to 11.9 million, driven by higher volumes and size of debt capital market transactions arranged by us and the unique market dynamics resulting from the Covid-19 pandemic.
•Other fee and commission income also increased by 9% to $4.2 million from $3.8 million in the previous fiscal year.
Net gain on trading securities
Net gain on trading securities was $133.9 million for the year ended March 31, 2024, an increase of $62.8 million as compared to $71.1 million for the year ended March 31, 2023. The following table sets forth information regarding our net gains and losses on trading securities for fiscal 2024, and 2023:
| Realized Net Gain/(Loss) | Unrealized Net Gain/(Loss) | Net Gain on Trading Securities | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2024 | $ | 38,125 | $ | 95,729 | $ | 133,854 | ||||
| Fiscal 2023 | $ | (36,226) | $ | 107,310 | $ | 71,084 | ||||
| Fiscal 2022 | $ | 206,239 | $ | (50,987) | $ | 155,252 |
During the year ended March 31, 2024, we had a realized gain on trading securities of $38.1 million, which is attributable to debt securities of the Ministry of Finance of the Republic of Kazakhstan sold during the year ended March 31, 2024. We had an unrealized net gain in the year ended March 31, 2024, due to securities positions we continued to hold at March 31, 2024, having appreciated by $95.7 million. The majority of the unrealized net gain was attributable to
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appreciated debt securities of the Ministry of Finance of the Republic of Kazakhstan, which appreciation was primarily due to a decline in the NBK's base interest rate during the year ended March 31, 2024.
Net gain on trading securities was $71.1 million for fiscal 2023 as compared to $155.3 million for fiscal 2022. For fiscal 2023, we sold securities for a realized net gain of $37.2 million. This realized gain was offset by a realized net loss of $73.4 million, which was attributable to shares in the SPB Exchange that we sold in fiscal 2023, resulting in realized net loss of $36.2 million. Similarly, securities positions we continued to hold as of March 31, 2023, had appreciated by $56.5 million as compared to March 31, 2022. In addition to this unrealized gain, an unrealized loss of $50.8 million on SPB Exchange shares which was recognized during previous periods was reclassified to realized net loss during fiscal 2023, resulting in an unrealized net gain of $107.3 million for such fiscal year.
Interest income
The following table sets forth information regarding our revenue from interest income for the fiscal years presented:
| Year ended March, 31 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Interest income on trading securities | $ | 426,428 | $ | 178,288 | $ | 248,140 | 139 | % | $ | 78,327 | $ | 99,961 | 128 | % | |||||||||||
| Interest income on loans to customers | 176,539 | 43,486 | 133,053 | 306 | % | 4,617 | 38,869 | 842 | % | ||||||||||||||||
| Interest income on margin loans to customers | 175,571 | 34,558 | 141,013 | 408 | % | 14,164 | 20,394 | 144 | % | ||||||||||||||||
| Interest income on available-for-sale securities | 32,821 | 27,003 | 5,818 | 22 | % | 22,437 | 4,566 | 20 | % | ||||||||||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | 16,865 | 9,836 | 7,029 | 71 | % | 1,658 | 8,178 | 493 | % | ||||||||||||||||
| Other interest income | — | 1,524 | (1,524) | (100) | % | 406 | 1,118 | 275 | % | ||||||||||||||||
| Total interest income | $ | 828,224 | $ | 294,695 | $ | 533,529 | 181 | % | $ | 121,609 | $ | 173,086 | 142 | % |
The following table sets out the components of our interest income as a percentage of total interest income, net for the fiscal years presented:
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 (Recasted) | ||||||
| (as a % of total interest income) | ||||||||
| Interest income on trading securities | 51.5 | % | 60.5 | % | 64.4 | % | ||
| Interest income on loans to customers | 21.3 | % | 14.8 | % | 3.8 | % | ||
| Interest income on margin loans to customers | 21.2 | % | 11.7 | % | 11.6 | % | ||
| Interest income on available-for-sale securities | 4.0 | % | 9.2 | % | 18.5 | % | ||
| Interest income on reverse repurchase agreements and amounts due from banks | 2.0 | % | 3.3 | % | 1.4 | % | ||
| Other interest income | — | % | 0.5 | % | 0.3 | % | ||
| Total interest income | 100 | % | 100 | % | 100 | % |
Interest income for the fiscal year ended March 31, 2024, was $828.2 million, an increase of $533.5 million or 181% compared to $294.7 million for the fiscal year ended March 31, 2023. This increase was primarily attributable to an increase on interest income on trading securities. Interest income on trading securities increased by 139% to $426.4 million, driven by an expanded trading portfolio and a higher proportion of bonds. This reflects a strategic focus on diversifying the investment portfolio and taking advantage of market opportunities where consistent with our investment policies and principles. In addition, there were increases in interest income on loans to customers, margin loans to customers, reverse repurchase agreements and amounts due from banks, and available-for-sale securities. Interest income from loans to customers increased by 306% to $176.5 million, reflecting the significant expansion of Freedom Bank KZ's loan portfolio. Our digital products, client oriented service and competitive interest rates have attracted a broader customer base. Interest income on margin loans to customers increased by 408% to $175.6 million due to higher utilization of margin
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loans by our clients, particularly by an institutional market maker customer, which became our client in the second half of fiscal 2023. We had an increase of $5.8 million, or 22%, in interest income on available-for-sale securities, primarily due to the expansion of our trading portfolio between the two fiscal years. Our interest income on reverse repurchase agreements increased by $7.0 million, or 71%, from $9.8 million as of March 31, 2023, to $16.9 million as of March 31, 2024.
For the fiscal year ended March 31, 2023 interest income was $294.7 million, representing an increase of $173.1 million, or 142%, compared to the fiscal year ended March 31, 2022. The increase in interest income was primarily attributable to an increase in interest income from trading securities of $100.0 million, or 128%, which was in turn the result of an increase in the total size of our trading portfolio between the two fiscal years and an increase in the amount of bonds we held as a percentage of our total trading portfolio between the two fiscal years. We had trading securities of $2.4 billion as at March 31, 2023, as compared to $1.2 billion as at March 31, 2022. In addition, we had an increase of $38.9 million, or 842%, in interest income on loans to customers between the two fiscal years, which was mainly attributable to an increase in the amount of mortgage loans issued and the purchase of uncollateralized bank customer loans from our affiliate FFIN Credit. Our loans to customers increased by $733.8 million, or 794%, from $92.4 million as of March 31, 2022 to $826.3 million as of March 31, 2023. In addition, we had a $20.4 million, or 144%, increase in interest income on margin loans to customers, resulting from a higher usage of margin loans for trades by our clients, including our affiliate FST Belize, between the two fiscal years. Moreover, this increase was caused by the increase in loan volumes and interest rate.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-earning assets for the fiscal years ended March 31, 2024, 2023 and 2022.
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 (Recasted) | ||||||||
| Average balance | ||||||||||
| Interest-earning assets | ||||||||||
| Trading securities | $ | 3,381,287 | (2) | $ | 1,532,598 | $ | 853,541 | |||
| Loans issued | 1,218,935 | 440,486 | 29,266 | |||||||
| Margin lending, brokerage and other receivables, net | 933,797 | (1) | 406,884 | 141,948 | ||||||
| Available for sale securities, at fair value | 221,356 | (2) | 198,080 | 153,044 | ||||||
| Average yields | ||||||||||
| Trading securities | 12.6 | % | 11.6 | % | 9.2 | % | ||||
| Margin lending, brokerage and other receivables, net | 8.2 | % | 7.1 | % | 10.0 | % | ||||
| Loans issued | 14.5 | % | 9.9 | % | 15.8 | % | ||||
| Available- for- sale securities, at fair value | 14.8 | % | 13.6 | % | 14.7 | % | ||||
| Interest income | ||||||||||
| Interest income on trading securities | $ | 426,428 | $ | 178,288 | $ | 78,327 | ||||
| Interest income on loans to customers | 176,539 | 43,486 | 4,617 | |||||||
| Interest income on margin loans to customers | 76,871 | 28,767 | 14,164 | |||||||
| Interest income on available- for- sale securities | 32,821 | 27,003 | 22,437 | |||||||
| Other interest income | 16,865 | 11,360 | 2,064 | |||||||
| Total interest income | $ | 729,524 | $ | 288,904 | $ | 121,609 |
(1) Average balance and average yields relate to margin lending activities.
(2) Average balance, average yields, and interest income relates to corporate debt, non-US sovereign debt and US sovereign debt activities.
Interest income on margin loans to customers includes income accrued on off-balance sheet arrangements, the monthly average balance of which is not included in the table above. These off-balance sheet arrangements mainly included repurchase agreements of our brokerage clients. As of March 31, 2024, 2023 and 2022, the monthly average
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balance of off-balance sheet arrangements were $822.5 million, $96.5 million and $0, respectively, and the weighted average interest rate was 12%, 6%, and 0%, respectively.
The following table sets forth the effects of changing rates and volumes on interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate), The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 vs 2023 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest income | ||||||||||
| Interest income on loans to customers | $ | 27,813 | $ | 105,240 | $ | 133,053 | ||||
| Interest income on margin loans to customers | 5,419 | 42,686 | 48,105 | |||||||
| Interest income on trading securities | 16,173 | 231,967 | 248,140 | |||||||
| Interest income on available-for-sale securities | 2,486 | 3,332 | 5,818 | |||||||
| Other interest income | — | — | 5,505 | |||||||
| Total interest income | $ | 51,890 | $ | 383,226 | $ | 440,621 |
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 vs 2022 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest income | ||||||||||
| Interest income on loans to customers | $ | (1,064) | $ | 39,933 | $ | 38,869 | ||||
| Interest income on margin loans to customers | (2,702) | 17,305 | 14,603 | |||||||
| Interest income on trading securities | 25,165 | 74,796 | 99,961 | |||||||
| Interest income on available-for-sale securities | (1,429) | 5,995 | 4,566 | |||||||
| Other interest income | — | — | 9,296 | |||||||
| Total interest income | $ | 19,971 | $ | 138,028 | $ | 167,295 |
Insurance underwriting income
Insurance underwriting income for the fiscal year ended March 31, 2024, was $264.2 million, an increase of $148.8 million or 129% compared to $115.4 million in the previous fiscal year. The increase was mainly attributable to a 110% increase in written insurance premiums to $287.8 million, in fiscal 2024 from $137.3 million in fiscal 2023, which was in turn driven by the expansion of our insurance operations and an increase in the number of active insurance contracts from 681,667 as of March 31, 2023 to 807,173 as of March 31, 2024. This growth reflects our successful efforts in diversifying our insurance product offering and expanding our insurance customer base. In addition, there was a decrease in the negative change in the unearned premium reserve to $3.8 million, or 22%. This adjustment indicates improved underwriting practices and a more favorable risk profile. These positive factors were partially offset by a $5.4 million, or 127%, increase in the negative change in reinsurance premiums ceded.
Insurance underwriting income for the fiscal year ended March 31, 2023, was $115.4 million, an increase of $42.4 million or 58% compared to $73.0 million for the fiscal year ended March 31, 2022. The increase was mainly attributable to a 78% increase in written insurance premiums to $137.3 million in fiscal 2023 from $77.1 million in fiscal 2022, which was in turn driven by the expansion of our insurance operations, including an increase in the number of active insurance contracts from 558,530 as of March 31, 2022 to 681,667 as of March 31, 2023. This growth reflects our successful efforts in diversifying our insurance product offerings and expanding our customer base. In addition, there was an increase in the negative change in reinsurance premiums ceded to $3.8 million, or 905% due to expansion of our insurance operations generally, which is reflected by increase in number of active contracts and acquisition of London-Almaty. The foregoing
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positive factors were partially offset by an increase in the negative change in unearned premium reserve to $17.7 million in fiscal 2023, from $3.7 million in fiscal 2022.
The following table sets out information on our insurance underwriting income for the fiscal years presented.
| Year ended March, 31 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Written insurance premiums | $ | 287,773 | $ | 137,346 | $ | 150,427 | 110 | % | $ | 77,131 | $ | 60,215 | 78 | % | |||||||||||
| Reinsurance premiums ceded | (9,647) | (4,252) | (5,395) | 127 | % | (423) | (3,829) | 905 | % | ||||||||||||||||
| Change in unearned premium reserve, net | (13,908) | (17,723) | 3,815 | (22) | % | (3,727) | (13,996) | 376 | % | ||||||||||||||||
| Insurance underwriting income | $ | 264,218 | $ | 115,371 | $ | 148,847 | 129 | % | $ | 72,981 | $ | 42,390 | 58 | % |
Net gain on foreign exchange operations
For the fiscal year ended March 31, 2024, we realized a net gain on foreign exchange operations of $72.2 million compared to a net gain of $52.2 million for the fiscal year ended March 31, 2023. The change was driven by our subsidiary Freedom Bank KZ in the fiscal year ended March 31, 2024 from the purchase and sale of foreign currency in the amount of $22.2 million, as the volume of currency transactions conducted by such subsidiary increased by 248% in the fiscal year ended March 31, 2024 as compared to the fiscal year ended March 31, 2023.
For the fiscal year ended March 31, 2023, we realized a net gain on foreign exchange operations of $52.2 million compared to a net gain of $3.8 million for the fiscal year ended March 31, 2022. The change was primarily due to a net gain of $45.7 million by our subsidiary Freedom Bank KZ in the fiscal year ended March 31, 2023 from the purchase and sale of foreign currency, as the volume of currency transactions conducted by such subsidiary increased by 701% in the fiscal year ended March 31, 2023 as compared to the fiscal year ended March 31, 2022. This net gain was primarily the result of the appreciation of the Kazakhstan tenge relative to the Russian ruble by approximately 16% over the course of fiscal 2023.
Net loss on derivatives
For the fiscal year ended March 31, 2024, we had a net loss on derivatives of $103.8 million compared to a net loss of $64.8 million for the fiscal year ended March 31, 2023. Our subsidiary, Freedom Bank KZ, started engaging in currency swaps in fiscal 2023 to diversify its funding sources. As a result of the negative revaluation of those swaps and an increased volume of swaps in fiscal 2024, we realized a loss of $98.8 million for the fiscal year ended March 31, 2024.
For the fiscal year ended March 31, 2023, we realized a net loss on derivatives of $64.8 million compared to a realized net gain of $0.9 million for the fiscal year ended March 31, 2022. The change was primarily attributable to our subsidiary, Freedom Bank KZ, which realized net loss of $65.3 million for the fiscal year ended March 31, 2023 in connection with currency swaps entered into to diversify its funding sources.
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Expense
The following table sets forth information regarding our total expense for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Fee and commission expense | $ | 154,351 | $ | 65,660 | $ | 88,691 | 135 | % | $ | 85,909 | $ | (20,249) | (24) | % | |||||||||||
| Interest expense | 501,111 | 208,947 | 292,164 | 140 | % | 76,947 | 132,000 | 172 | % | ||||||||||||||||
| Insurance claims incurred, net of reinsurance | 139,561 | 77,329 | 62,232 | 80 | % | 54,447 | 22,882 | 42 | % | ||||||||||||||||
| Payroll and bonuses | 181,023 | 81,819 | 99,204 | 121 | % | 46,288 | 35,531 | 77 | % | ||||||||||||||||
| Professional services | 34,238 | 17,006 | 17,232 | 101 | % | 12,682 | 4,324 | 34 | % | ||||||||||||||||
| Stock compensation expense | 22,719 | 9,293 | 13,426 | 144 | % | 7,859 | 1,434 | 18 | % | ||||||||||||||||
| Advertising expense | 38,327 | 14,059 | 24,268 | 173 | % | 11,916 | 2,143 | 18 | % | ||||||||||||||||
| General and administrative expense | 120,888 | 59,971 | 60,917 | 102 | % | 23,533 | 36,438 | 155 | % | ||||||||||||||||
| Allowance for expected credit losses | 21,225 | 29,119 | (7,894) | (27) | % | 2,502 | 26,617 | 1,064 | % | ||||||||||||||||
| Other (income)/expense, net | (13,734) | (3,448) | (10,286) | 298 | % | 4,014 | (7,462) | (186) | % | ||||||||||||||||
| Total expense | $ | 1,199,709 | $ | 559,755 | $ | 639,954 | 114 | % | $ | 326,097 | $ | 233,658 | 72 | % |
The following table sets out the components of our expense as a percentage of total expense for the fiscal years presented.
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022(Recasted) | ||||||
| Fee and commission expense | 12 | % | 12 | % | 26 | % | ||
| Interest expense | 42 | % | 37 | % | 24 | % | ||
| Insurance claims incurred, net of reinsurance | 12 | % | 14 | % | 17 | % | ||
| Payroll and bonuses | 15 | % | 15 | % | 14 | % | ||
| Professional services | 3 | % | 3 | % | 4 | % | ||
| Stock compensation expense | 2 | % | 2 | % | 2 | % | ||
| Advertising expense | 3 | % | 2 | % | 4 | % | ||
| General and administrative expense | 10 | % | 11 | % | 7 | % | ||
| Allowance for expected credit losses | 2 | % | 5 | % | 1 | % | ||
| Other (income)/expense, net | (1) | % | (1) | % | 1 | % | ||
| Total expense | 100 | % | 100 | % | 100 | % |
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Fee and commission expense
The following table sets forth information regarding our fee and commission expense for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | %Change | 2022 (Recasted) | Amount Change | %Change | |||||||||||||||||||
| Agency fees expense | $ | 103,020 | $ | 23,518 | $ | 79,502 | 338 | % | $ | 12,378 | $ | 11,140 | 90 | % | |||||||||||
| Bank services | 18,121 | 11,645 | 6,476 | 56 | % | 7,826 | 3,819 | 49 | % | ||||||||||||||||
| Brokerage services | 16,587 | 26,148 | (9,561) | (37) | % | 60,352 | (34,204) | (57) | % | ||||||||||||||||
| Exchange services | 3,302 | 2,631 | 671 | 26 | % | 1,669 | 962 | 58 | % | ||||||||||||||||
| Central Depository services | 446 | 364 | 82 | 23 | % | 329 | 35 | 11 | % | ||||||||||||||||
| Other commission expenses | 12,875 | 1,354 | 11,521 | 851 | % | 3,355 | (2,001) | (60) | % | ||||||||||||||||
| Total fee and commission expense | $ | 154,351 | $ | 65,660 | $ | 88,691 | 135 | % | $ | 85,909 | $ | (20,249) | (24) | % |
The following table sets out the components of our fee and commission expense as a percentage of total fee and commission expense, net for the periods presented.
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 (Recasted) | |||||||
| (as a % of total fee and commission expense) | |||||||||
| Agency fees expense | 67 | % | 36 | % | 14 | % | |||
| Bank services | 12 | % | 17 | % | 10 | % | |||
| Brokerage services | 11 | % | 40 | % | 70 | % | |||
| Exchange services | 2 | % | 4 | % | 2 | % | |||
| Central Depository services | — | % | 1 | % | — | % | |||
| Other commission expenses | 8 | % | 2 | % | 4 | % | |||
| Total fee and commission expense | 100 | % | 100 | % | 100 | % |
Fee and commission expense increased by $88.7 million, or 135% in fiscal 2024, as compared to fiscal 2023. The increase was mainly attributable to an increase of agency fees expense of $79.5 million in fiscal 2024 as compared to fiscal 2023. The increase was mainly due to an increase of insurance product sales by Freedom Finance Life, which are outsourced to outside agents. The increase was partially offset by a decrease in fee and commission expense from brokerage services by $9.6 million or 37%, which is the net result of the effect of a decrease in pricing levels as a result of our change to a new prime broker in Europe during fiscal 2023, as a result of which, for part of fiscal 2023 prior to such change, we had a different composition of order flow transactions, which were charged at higher rates than we paid in fiscal 2024. Such decrease was partially offset by an increase in the volume of transactions between the two periods. There was also an increase in other commission expense by $11.5 million.
Fee and commission expense decreased by $20.2 million, or 24%, for fiscal 2023 as compared to fiscal 2022. There were increases in fee and commission expense from bank services of $3.8 million and agency fees expenses of $11.1 million, which were offset by a decrease in brokerage commissions expense by $34.2 million due to our change to a new prime broker in Europe during fiscal 2023, as a result of which, for part of fiscal 2023, we had a different composition of order flow transactions, which were charged at lower rates than we paid in fiscal 2022. The decrease in brokerage commissions expense was also attributable to a decrease in the volume of transactions executed by our brokerage customers between the two fiscal years. Generally, we expect fee and commission expense to increase and decrease in correspondence with increases and decreases in fee and commission income.
Interest expense
For fiscal 2024, we had a $292.2 million, or 140%, increase in interest expense as compared to fiscal 2023. The increase in interest expense was primarily attributable to a $244.1 million, or 154%, increase in interest expense on short-term financing through securities repurchase agreements due to an increase in the volume of such financing, and a $30.4 million, or 75%, increase in interest expense on customer deposits. Compared to the fiscal year ended March 31,
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2023, we increased our volume of short-term financing through securities repurchase agreements primarily in order to fund our investment portfolio. The increase in interest on customer deposits was a result of growth of our banking client base due to the expansion of the operations of Freedom Bank KZ between the two fiscal years.
For fiscal 2023, we had a $132.0 million, or 172%, increase in interest expense as compared to fiscal 2022. The increase in interest expense was primarily attributable to a $100.4 million, or 172%, increase in interest expense on short-term financing through securities repurchase agreements due to an increase in the volume of such financing we conducted in fiscal 2023.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for the fiscal years ended March 31, 2024, 2023 and 2022.
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 (Recasted) | ||||||||
| Average balance | ||||||||||
| Interest-bearing liabilities | ||||||||||
| Securities repurchase agreement obligations | $ | 2,590,599 | $ | 1,182,110 | $ | 537,303 | ||||
| Customer liabilities 1 | 1,070,098 | 433,450 | 101,307 | |||||||
| Debt securities issued | 131,047 | 50,065 | 25,908 | |||||||
| Average rates | ||||||||||
| Securities repurchase agreement obligations | 15.54 | % | 13.42 | % | 10.84 | % | ||||
| Customer liabilities 1 | 6.61 | % | 9.31 | % | 16.13 | % | ||||
| Debt securities issued | 7.90 | % | 6.16 | % | 7.03 | % | ||||
| Interest expense | ||||||||||
| Interest expense on securities repurchase agreement obligations | $ | 402,665 | $ | 158,595 | $ | 58,229 | ||||
| Interest expense on customer accounts and deposits | 70,778 | 40,335 | 16,336 | |||||||
| Interest expense on debt securities issued | 10,356 | 3,085 | 1,822 | |||||||
| Other interest expense | 17,312 | 6,932 | 560 | |||||||
| Total interest expense | $ | 501,111 | $ | 208,947 | $ | 76,947 |
(1) Average balance, average rates, and interest expense relates to interest-bearing deposits.
The following table sets forth the effects of changing rates and volumes on interest. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate), The net column represents the sum of the
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prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 vs 2023 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest expense | ||||||||||
| Interest expense on securities repurchase agreement obligations | $ | 28,662 | $ | 215,408 | $ | 244,070 | ||||
| Interest expense on customer accounts and deposits | (7,465) | 37,908 | 30,443 | |||||||
| Interest expense on debt securities issued | 1,081 | 6,190 | 7,271 | |||||||
| Other interest expense | 10,380 | |||||||||
| Total | $ | 22,278 | $ | 259,506 | $ | 292,164 |
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 vs 2022 | ||||||||||
| Increase/ (decrease) due to change in | ||||||||||
| Rate | Volume | Net | ||||||||
| Interest expense | ||||||||||
| Interest expense on securities repurchase agreement obligations | $ | 16,609 | $ | 83,757 | $ | 100,366 | ||||
| Interest expense on customer accounts and deposits | (3,554) | 27,553 | 23,999 | |||||||
| Interest expense on debt securities issued | (193) | 1,456 | 1,263 | |||||||
| Other interest expense | 6,372 | |||||||||
| Total interest expense | $ | 12,862 | $ | 112,766 | $ | 132,000 |
Insurance claims incurred, net of reinsurance
For fiscal 2024, we had a $62.4 million, or 81%, increase in insurance claims incurred, net of reinsurance, as compared to the fiscal year ended March 31, 2023. The increase was primarily attributable to a $58.4 million or 221% increase in expenses for insurance reserve, which correlates with the increase in premiums received for the period, and a $1.4 million, or 7% increase in claims paid as compared to the fiscal year ended March 31, 2023. The increases were offset in part by a $0.6 million, or 150%, decrease in in claims paid, reinsurers share between the two fiscal years.
For fiscal 2023, we had a $22.9 million, or 42%, increase in insurance claims incurred, net of reinsurance, as compared to the fiscal year ended March 31, 2022. The increase was primarily attributable to a $17.2 million or 128%, increase in other insurance expenses, which are mainly represented by redemption amounts under the pension annuity upon termination of the contract, a $9.3 million, or 82%, increase in expenses for claims for the year ended March 31, 2023, and a $0.6 million, or 59% increase in claims paid, reinsurers share as compared to the year ended March 31, 2022, in each case due to the expansion of our insurance operations between the two periods. The increases were offset in part by a $4.2 million, or 14%, decrease in expenses for insurance reserve between the two fiscal years.
Payroll and bonuses
In fiscal 2024, we had payroll and bonuses expense of $181.0 million, representing an increase of $99.2 million or 121% compared to $81.8 million in fiscal 2023. The increase was attributable to the expansion of our operations generally and in particular the expansion of our workforce through hiring and acquisitions.
In fiscal 2023, we had payroll and bonuses expense of $81.8 million, representing an increase of $35.5 million or 77% compared to payroll and bonuses expense of $46.3 million in fiscal 2022. The increase was attributable to the expansion of our operations generally and in particular the expansion of our workforce through hiring and acquisitions.
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Professional services
For fiscal 2024, our professional services expense was $34.2 million, representing an increase of $17.2 million or 101% compared to $17.0 million for fiscal 2023. The increase was attributable to an increase in audit services expense due to the accruals for the annual external audit in respect of fiscal 2024. There was also an increase in expenses for legal and consulting services due to an increase in the use of such services in connection with the acquisition of new companies, regulatory matters and the general development and expansion of our business and operations.
For fiscal 2023, our professional services expense was $17.0 million, representing an increase by $4.3 million or 34% compared to $12.7 million for fiscal 2022. The increase was mainly attributable to increased expenses for consulting services provided in connection with the acquisition of new companies and the general development and expansion of our business and operations.
Stock compensation expense
In fiscal 2024, our stock compensation expense was $22.7 million, representing an increase of $13.4 million or 144% compared to stock compensation expense of $9.3 million for fiscal 2023. The increase is attributable to new stock grants the majority of which vested on the date of their issuance during fiscal 2024.
In fiscal 2023, our stock compensation expense was $9.3 million, representing an increase of $1.4 million or 18% compared to stock compensation expense of $7.9 million for fiscal 2022. The increase is attributable to the relocation of multiple employees of our former Russian subsidiaries to our Kazakhstan subsidiaries during fiscal 2023. These employees held an aggregate of 195,000 shares, which contributed to the increase in stock compensation expense.
Advertising expense
Advertising expense for fiscal 2024, was $38.3 million, representing an increase of $24.3 million or 173% compared to $14.1 million for fiscal 2023. There was an increase of $13.7 million from Freedom EU, which is mostly attributable to increase in influencers and affiliates advertising, brand promotions on social networks and marketing sponsorships. During fiscal 2024, Freedom EU spent approximately $1.0 million on sponsorships of events such as the Celebrity Gala Ballet, the Freedom24 Influence Festival and the European Sailing Championship. There was also an increase in advertising expense by $3.4 million, related to advertising and marketing related expenses of our Aviata subsidiary, which was acquired in fiscal 2024. Additionally, there was an increase in marketing expenses from Freedom Bank KZ in the amount of $1.6 million related to loan products, such as the Digital Car Loan and the Loan for Small and Middle-sized Business. There was also an increase of $1.0 million of advertising expense from FRHC due to video advertising and branded posters for sponsored events. There was also an increase in advertising expense from Freedom Global by $1.0 million due to the increased expenditure on digital marketing.
Advertising expense for fiscal 2023 was $14.1 million, representing an increase of $2.1 million or 18% compared to advertising expense of $11.9 million for fiscal 2022. The primary reason for this increase was increased advertising expenditure of Bank KZ, which was primarily attributable to the introduction of new loan products such as the digital mortgage and digital car loan products. Additionally, the implementation of the “7-20-25” state mortgage program led to increased expense on advertising campaigns.
General and administrative expense
General and administrative expenses for the fiscal year 2024, were $120.9 million, representing an increase of $60.9 million or 102% compared to $60.0 million for the fiscal 2023. This increase is attributable to the general expansion and development of our business between the two fiscal years. The main factors were contributing to the increase were increases in other operating expenses, depreciation and amortization expenses, charity and sponsorship, software support, taxes other than income tax, lease depreciation expenses, business travel, IT services, communications services, rent and inventory write-off. Other operating expenses increased by $10.0 million, primarily attributable to increased banking and overhead costs from Freedom Bank KZ and the organization of major events such as the Qara Forum, Freedom Ballet, and participation in the Digital Bridge forum. These activities highlight our efforts to strengthen our market position and enhance brand visibility through high-profile events and initiatives. Depreciation and amortization expenses increased by $9.5 million, driven by the addition of new subsidiaries during fiscal 2024 and the overall growth of our operations. The integration of these subsidiaries required substantial investments in new technology and infrastructure, leading to higher depreciation and amortization costs. Charity and sponsorship expenses increased by $8.0 million due to contributions made to several organizations through our subsidiaries, including the Kazakhstan Chess Federation, International Chess Federation, Unique Media, Ukraine for humanitarian aid, Republican Scientific and Practical Center "Daryn," and "Paryz" Aktobe Public Fund. Software support expenses increased by $6.7 million, mainly due to the general growth of our operations and personnel. Taxes, other than income tax, increased by $6.2 million, mainly due to our general growth,
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including the addition of new subsidiaries. The expansion of our business operations resulted in higher tax liabilities, reflecting our broader market presence and increased operational scale. Lease depreciation expenses increased by $4.9 million, attributable to our overall growth and the need for more office space. The expansion of our workforce and the establishment of new offices required additional leasing, leading to higher depreciation costs. Business travel expenses increased by $3.8 million, reflecting more frequent business travel during fiscal 2024 as a result of the growth of our operations in Kazakhstan and other regions and our expanded geographic footprint.
General and administrative expense for fiscal 2023 amounted to $60.0 million, representing an increase of $36.4 million or 155% compared to general and administrative expense of $23.5 million for fiscal 2022. The main factors contributing to the increase were increases in fines and penalties, charity and sponsorship, other operating expenses, software support, communications services and depreciation and amortization. Fines and penalties increased by $2.8 million in fines and penalties primarily due to penalties imposed one of our non-U.S. subsidiaries by a local regulator for regulatory noncompliance. Charity and sponsorship increased by $12.9 million due to humanitarian aid we provided to a Ukraine-based charitable fund in connection with the Russia-Ukraine conflict. Other operating expenses increased by $3.6 million driven by our general organic growth. Software support increased by $2.4 million due to the expansion of our software infrastructure and the implementation of systems to support our operations. Communication services expenses increased by a $2.6 million due to the implementation of SMS-informing services for banking operations by Freedom Bank KZ.
Allowance for credit losses
We recognized allowance for credit losses in the amount of $21.2 million for fiscal 2024, as compared to provisions for credit losses of $29.1 million for fiscal 2023. The decrease was primarily attributable to the fact that in fiscal 2023 we accrued a one-off provision expense for restricted brokerage customers' cash, cash and cash equivalents and loans issued which was held with a Ukrainian bank due to the Russia-Ukraine conflict. The decrease was partially offset by an increase in allowance for credit losses for loans issued, due to the adoption of ASC 326 starting from April 1, 2023 and the growth of the loan portfolio of Freedom Bank KZ, as the majority of provisions is accrued on loan products.
For fiscal 2023, we recognized an allowance for credit losses in the amount of $29.1 million, compared to an allowance for credit losses of $2.5 million for fiscal 2022. The increase was primarily attributable to the growth of the loan portfolio of Freedom Bank KZ, as the majority of allowances are accrued on loan products. Additionally, in fiscal 2023, we accrued a one-off provision expense for restricted brokerage customers' cash, cash equivalents, and loans issued, which were held with a Ukrainian bank due to the Russia-Ukraine conflict.
Other (income)/expense, net
For the fiscal year ended March 31, 2024, we had other income, net of $13.7 million, an increase of $10.3 million or 298% compared to other income, net of $3.4 million in fiscal 2023. The increase in other income was attributable to dividends received on shares in our trading portfolio amounting to $2.9 million, income from the sale of educational materials in the amount of $1.4 million, income from the revaluation of previously held interest in Arbuz in the amount of $1.0 million and related products, a net realized gain of $0.7 million on available-for-sale securities and increases in several other types of other income.
For the fiscal year ended March 31, 2023, we had other expense, net of $3.4 million, representing a decrease of $7.5 million or 186% compared to other income, net of $4.0 million in fiscal 2022. This decrease was primarily driven by a net realized loss on the revaluation of available-for-sale securities in the amount of $5.4 million in fiscal 2024, which was in turn due to the adverse impact of heightened market volatility and a global economic slowdown, which led to a negative revaluation of our securities portfolio, reflecting the challenging market conditions during such fiscal year.
Income tax expense
We had net income before income tax of $435.4 million, $235.9 million and $363.7 million in fiscal 2024, 2023, and 2022 respectively. Our effective tax rate for fiscal 2024 decreased to 13.9%, from 18.1% during fiscal 2023 as a result of changes in the composition of the revenues we realized from our operating activities and the tax treatment of those revenues in the various jurisdictions where our subsidiaries operate along with the incremental U.S. tax on GILTI. Despite the increase in our net income before income tax by $199.4 million, as a result of the decrease in our effective tax rate, our income tax expense decreased by $17.6 million for fiscal 2024.
Our effective tax rate for fiscal 2023 increased to 18.1%, from 10.6% during fiscal 2022 as a result of changes in the composition of the revenues we realized from our operating activities and the tax treatment of those revenues in the various jurisdictions where our subsidiaries operate along with the incremental U.S. tax on GILTI. Despite decrease in our
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net income before income tax by $127.8 million, as a result of the increase in our effective tax rate, our income tax expense increased by $4.2 million for fiscal 2023.
Net income
As a result of the foregoing factors, for fiscal 2024 we had net income of $375.0 million as compared to $205.6 million for fiscal 2023, an increase of 82%, and for fiscal 2023 we had net income of $205.6 million as compared to $220.9 million for fiscal 2022, a decrease of 7%.
Non-controlling interest
As of March 31, 2024, FRHC held a 94.7% ownership interest in Arbuz and a 90.0% ownership interest in ReKassa. The remaining 5.3% of the ownership interest in Arbuz and 10.0% of the ownership interest in ReKassa are recognized as non-controlling interests in our Consolidated Balance Sheets, Consolidated Statements of Operations and Statements of Other Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows.
Prior to April 1, 2023, the Company reflected the ownership interest of Askar Tashtitov, FRHC's President, in Freedom UA as a non-controlling interest in its Consolidated Balance Sheets, Consolidated Statements of Operations and Statements of Other Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows. Given the ongoing uncertainty regarding the status of Freedom UA, our management determined that starting from April 1, 2023 the Company does not maintain effective control over Freedom UA and it is no longer consolidated in the Company's financial statements. Accordingly, as of March 31, 2024 there are no non-controlling interests in relation to Freedom UA.
Net loss attributable to non-controlling interest was $0.6 million for fiscal 2024, as compared to net income of $0.4 million for fiscal 2023, and net loss of $6.6 million for fiscal 2022.
Foreign currency translation adjustments, net of tax
Due to a 1.1% appreciation of the Kazakhstan tenge against the U.S. dollar during the year ended March 31, 2024, we realized a foreign currency translation gain of $12.1 million for the year ended March 31, 2024, as compared to a foreign currency translation gain of $5.2 million for the year ended March 31, 2023.
Due to the appreciation of the Russian ruble by 5% against the U.S. dollar and appreciation of the Kazakhstan tenge by 4.4% against the U.S. dollar at March 31, 2023 as compared to March 31, 2022, we realized a foreign currency translation loss of $5.2 million for fiscal year 2023, as compared to a foreign currency translation loss of $20.6 million for fiscal year 2022.
Business Segment Operations
We report our results of operations through the following four business segments: Brokerage, Banking, Insurance, and Other. These operating segments are based on how our CODM will be making decisions about allocating resources and assessing performance. The total revenue, net associated with our segments is summarized in the following table:
| Year ended March 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | ||||||||||||||||||||
| Brokerage | $ | 616,951 | $ | 384,576 | $ | 232,375 | 60 | % | $ | 395,562 | $ | (10,986) | (3) | % | ||||||||||||
| Banking | 614,660 | 245,105 | 369,555 | 151 | % | 84,346 | 160,759 | 191 | % | |||||||||||||||||
| Insurance | 340,998 | 170,723 | 170,275 | 100 | % | 105,238 | 65,485 | 62 | % | |||||||||||||||||
| Other | 62,471 | (4,711) | 67,182 | (1426) | % | 104,644 | (109,355) | (105) | % | |||||||||||||||||
| Total revenue, net | $ | 1,635,080 | $ | 795,693 | $ | 839,387 | 105 | % | $ | 689,790 | $ | 105,903 | 15 | % |
During fiscal 2024, total revenue, net increased across each of our business segments compared to fiscal 2023. In fiscal 2023, total revenue, net increased in the Banking and Insurance segments but decreased in the Brokerage and Other segments compared to fiscal 2022. In our segment reporting, we account for all operations within each business segment, including all related subsidiaries and their activities. This method offers a thorough perspective on the financial performance and operational characteristics of each segment. By incorporating all subsidiaries and their activities into the
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respective segments, we ensure that the reporting accurately represents the full financial status and performance of each business area. Below is a detailed analysis of these changes:
We generate revenue from these products and services in several ways, including:
Brokerage Segment
•In fiscal 2024, the Brokerage segment saw a significant increase in total revenue, net, primarily driven by higher interest income. This was largely due to an increase in interest accrued on securities held in our trading portfolio and on margin loans to customers. Fee and commission income also increased, primarily due to a general increase in brokerage activity between the two periods. Additionally, there was an increase in net gain on trading securities, reflecting the growth of the trading portfolio within the Brokerage segment. However, these revenue gains were partially offset by a net loss on derivatives and a net loss on foreign exchange operations.
•In fiscal 2023, total revenue, net in the Brokerage segment decrease was primarily due to a reduction in fee and commission income, driven by a decrease in the number of active brokerage clients and a decline in the volume of transactions per client. Additionally, there was a decrease in net gain on trading securities, resulting from relatively lower trading activity and the revaluation of the trading portfolio. These decreases were partially offset by an increase in interest income due to the growth of margin lending balances.
Banking Segment
•In fiscal 2024, total revenue, net in the Banking segment increase was mainly attributable to higher interest income from trading securities and loans to customers. An increase in net gain on trading securities, due to the growth of the trading portfolio within this segment, also contributed to the revenue increase. However, these gains were partially offset by a net loss on derivatives.
•In fiscal 2023, total revenue, net in the Banking segment increase was primarily driven by higher interest income from trading securities and loans to customers. Additionally, there was an increase in net gain on foreign exchange operations due to higher foreign exchange dealing operations. The growth in net gain on trading securities, resulting from the expansion of the trading portfolio, also contributed to the increase. These gains were partially offset by a decrease in net gain on derivatives.
Insurance Segment
•In fiscal 2024, total revenue, net in the Insurance segment increase was mainly due to an increase in insurance underwriting income, reflecting the overall growth of our insurance operations.
•In fiscal 2023, total revenue, net in the Insurance segment increase was primarily due to an increase in insurance underwriting income, driven by the expansion of our insurance operations.
Other Segment
•In fiscal 2024, total revenue, net in the Other segment increase was mainly due to an increase in fee and commission income from payment processing at Paybox and its subsidiaries, which were acquired in the fourth quarter of fiscal 2023.
•In fiscal 2023, total revenue, net in the Other segment decrease was primarily driven by a trading gain in fiscal 2022 following our acquisition of an equity interest in the SPB Exchange at the end of fiscal 2021. During fiscal 2023, the value of our equity interest in the SPB Exchange decreased and was subsequently liquidated by the end of the fiscal year, resulting in a net loss on trading securities in the Other segment.
The total expenses associated with our segments are summarized in the following table:
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| Year ended March 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount Change | % Change | 2022 (Recasted) | Amount Change | % Change | ||||||||||||||||||||
| Brokerage | $ | 268,037 | $ | 182,401 | $ | 85,636 | 47 | % | $ | 142,448 | $ | 39,953 | 28 | % | ||||||||||||
| Banking | 487,930 | 187,842 | 300,088 | 160 | % | 66,605 | 121,237 | 182 | % | |||||||||||||||||
| Insurance | 298,525 | 136,176 | 162,349 | 119 | % | 95,555 | 40,621 | 43 | % | |||||||||||||||||
| Other | 145,217 | 53,336 | 91,881 | 172 | % | 21,489 | 31,847 | 148 | % | |||||||||||||||||
| Total expense, net | $ | 1,199,709 | $ | 559,755 | $ | 639,954 | 114 | % | $ | 326,097 | $ | 233,658 | 72 | % |
For fiscal 2024, total expenses, net increased across each of our business segments compared to fiscal 2023. In our segment reporting, we account for all operations within each business segment, including all related subsidiaries and their activities. This method offers a thorough perspective on the financial performance and operational characteristics of each segment. By incorporating all subsidiaries and their activities into the respective segments, we ensure that the reporting accurately represents the full financial status and performance of each business area. Below is a detailed analysis of these changes:
Brokerage Segment
•In fiscal 2024, total expenses, net in our Brokerage segment increase was primarily driven by an increase in interest expense, mainly due to interest paid on securities repurchase agreements. Additionally, there was an increase in payroll and bonuses, reflecting our efforts to attract and retain top talent. Advertising expenses also increased as we intensified our marketing efforts to expand our client base. General and administrative expenses rose due to the overall growth of our operations. However, these increases were partially offset by a decrease in provision for impairment and fee and commission expenses.
•In fiscal 2023, total expenses, net in our Brokerage segment increase was mainly attributable to higher interest expenses, driven by interest paid to clients on positive cash balances in their brokerage accounts. Additionally, there was an increase in general and administrative expenses, provision for impairment losses, and payroll and bonuses. These increases were partially offset by a decrease in fee and commission expenses.
Banking Segment
•In fiscal 2024, total expenses, net in our Banking segment increase was primarily due to a $199.7 million increase in interest expense on securities repurchase agreements within this segment, and a $37.8 million increase in interest expense on customer deposits. Additionally, payroll and bonuses increased by $27.2 million, reflecting the growth of Freedom Bank KZ's operations. General and administrative expenses rose by $17.1 million, further contributing to the overall increase.
•In fiscal 2023, total expenses, net in our Banking segment increase was driven by higher interest expenses on securities repurchase agreements and customer deposits. Additionally, there was a increase in payroll and bonuses, as well as general and administrative expenses, reflecting the overall growth of the bank's operations.
Insurance Segment
•In fiscal 2024, total expenses, net in our Insurance segment increase was mainly due to higher fee and commission expenses, particularly agency fees, attributable to the overall growth of our insurance operations. Interest expenses also increased, primarily from securities repurchase agreements executed within this segment.
•In fiscal 2023, total expenses, net in our Insurance segment increase was primarily driven by an increase in fee and commission expenses, particularly agency fees, and insurance claims incurred, net of reinsurance. Interest expenses and payroll and bonuses also increased between the two fiscal years.
Other Segment
•In fiscal 2024, total expenses, net in our Other segment increase was driven by higher general and administrative expenses, payroll and bonuses, and professional services and advertising expenses related to FRHC and Paybox. There was also an increase in fee and commission expenses due to the overall growth in the provision of acquiring and payment services, as well as online aggregators for buying air and railway tickets.
•In fiscal 2023, total expenses, net in our Other segment increase was primarily due to higher interest expenses accrued from a direct repurchase agreement in the amount of $12.8 million entered into by FRHC. Additionally,
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there was an increase in operating expenses amounting to $3.4 million which is attributable to Freedom Finance Technologies due to the overall growth of its IT development.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a measurement of our ability to meet our potential cash requirements for general business purposes. During the periods covered in this report our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the sale of bonds and other borrowings.
We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we are confident in the risk management monitoring and processes we have in place, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions. When this occurs our liquidity, capitalization and business can be negatively impacted. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.
We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other asset positions are stated at fair value and should generally be readily marketable in most market conditions. The following sets out certain information regarding our assets as of the dates presented:
| As of March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash and cash equivalents(1) | $ | 545,084 | $ | 581,417 | ||
| Trading securities | $ | 3,688,620 | $ | 2,412,556 | ||
| Total assets | $ | 8,301,930 | $ | 5,084,558 | ||
| Net liquid assets(2) | $ | 3,137,383 | $ | 1,852,886 |
(1)Of the $545.1 million in cash and cash equivalents we held at March 31, 2024, $135.0 million, or approximately 25%, were subject to reverse repurchase agreements. By comparison, at March 31, 2023, we had cash and cash equivalents of $581.4 million, of which $29.8 million, or 5%, were subject to reverse repurchase agreements. The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies to comply with required rules and regulations, including adequate capital and liquidity levels for each entity.
(2)Consists of cash and cash equivalents, trading securities, and margin lending, brokerage and other receivables, net of securities repurchase agreement obligations. It includes liquid assets possessed after deducting securities repurchase agreement obligations.
As at March 31, 2024 and 2023, we had total liabilities of $7.1 billion and $4.3 billion, respectively, including customer liabilities of $2.3 billion and $1.9 billion, respectively.
We finance our assets primarily from revenue-generating activities and short-term and long-term financing arrangements.
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Cash Flows
The following table presents information from our statement of cash flows for the periods indicated. Our cash and cash equivalents include restricted cash, which principally consists of cash of our brokerage customers which are segregated in a special custody accounts for the exclusive benefit of our brokerage customers.
| Year ended March 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Net cash used in operating activities | $ | (1,064,362) | $ | (951,683) | $ | (406,365) | ||||
| Net cash used in investing activities | (638,222) | (1,463,244) | (146,323) | |||||||
| Net cash from financing activities | 1,674,572 | 2,133,381 | 618,528 | |||||||
| Effect of changes in foreign exchange rates on cash and cash equivalents and restricted cash | 8,788 | 78,191 | (54,420) | |||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | $ | (19,224) | $ | (203,355) | $ | 11,420 |
Net Cash Used In Operating Activities
Net cash used in operating activities during fiscal 2024 was comprised of net cash from operating activities and net income adjusted for non-cash movements (changes in deferred taxes, unrealized gain on trading securities, net change in accrued interest, change in insurance reserves, and allowance for credit losses). Net cash used in operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table.
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Increases in trading securities | $ | (1,048,205) | (1) | $ | (1,019,191) | (608,622) | |||
| Increases/(decreases) in brokerage customer liabilities | $ | 112,258 | (2) | $ | 105,942 | (23,167) | |||
| (Increases)/decreases in margin lending, brokerage and other receivables | $ | (1,272,652) | (3) | $ | (253,301) | (103,756) | |||
| Increases in margin lending and trade payables | $ | 734,605 | (4) | 163,763 | 26,062 |
(1)Resulted from an increase in the amount of securities held in our proprietary account.
(2)Resulted from increased funds in brokerage accounts from new and existing customers.
(3)Resulted from an increase in volume of margin lending receivables.
(4)Resulted from increased volume of margin lending payables.
Net cash used in operating activities increased to $1.1 billion for fiscal 2024 from $951.7 million for fiscal 2023. Net cash used in operating activities in each of fiscal 2024 and fiscal 2023 was attributable to net cash outflows from increases in trading securities and increases in margin lending, brokerage and other receivables, which increases were offset in part primarily by an increase margin lending and trade payables. The increase in net cash used in operating activities in fiscal 2024 as compared to fiscal 2023 was mainly attributable to an increase in margin lending, brokerage and other receivables, which was due to increase in the usage of margin loans for trades by our clients. This increase was offset in part by an increase in increase in margin lending and trade payables.
Net Cash Used In Investing Activities
During fiscal 2024, net cash used in investing activities was $638.2 million compared to net cash used in investing activities of $1.5 billion during fiscal 2023 ($629.7 million of which relates to discontinued operations), and net cash used in investing activities of $146.3 million during fiscal 2022 ($4.4 million of which relates to discontinued operations). Net cash flow used in investing activities from discontinued operations in the amount of $629.7 million during fiscal 2023 mostly relates to cash, cash equivalents and restricted cash disposed of in connection with the divestiture of our Russian subsidiaries. Net cash used in investing activities from continuing operations during fiscal 2024 decreased in comparison
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with net cash used in investing activities from continuing operations during fiscal 2023 mainly due to a larger amount of payments made for acquisition of new companies during fiscal 2023 and a decrease in funds used for the issuance of new loans to customers during fiscal 2024.
During fiscal 2024, cash used in investing activities included cash used for the issuance of loans, net of repayment by customers, in the amount of $569.2 million, consideration paid for the acquisitions of Aviata, Arbuz, Ticketon, Internet Tourism and DItel in the aggregate amount of $34.5 million and cash used for the purchase of fixed assets in the amount of $43.8 million. Cash used in investing activities in fiscal 2024 was partially offset by the proceeds received from the sale of available for sale securities, net of purchase, in the amount of $30.4 million, and cash and cash equivalents received as part of the acquisitions of Aviata, Internet Tourism, Arbuz, ReKassa and DItel in the amount of $2.5 million.
Net Cash From Financing Activities
Net cash from financing activities decreased in fiscal 2024 as compared to fiscal 2023 mainly due to a decrease in funds received from customer deposits and a decrease in funds received under the state program "7-20-25" due to a decrease in mortgage loans issued under the program. These decrease were partially offset by an increase in proceeds from issuance of debt securities due the our issuance of debt securities in December 2023 and proceeds from securities repurchase agreement obligations due to an increase in the size of our trading portfolio, the securities in which are used as collateral under securities repurchase agreements.
Net cash from financing activities for fiscal 2024, consisted principally of proceeds from securities repurchase agreement obligations in the amount of $1,191.2 million, bank customer deposits received in the amount of $217.6 million due to the growth of banking activity, mortgage loans sold to JSC Kazakhstan Sustainability Fund as the Program Operator, net of repurchase, under the state mortgage program "7-20-25" in the amount of $60.2 million, proceeds from the issuance, net of repurchase, of debt securities in the amount of $206.3 million and proceeds from loans received of $2.5 million. These cash inflows were offset in part by a cash outflow for the purchase of a non-controlling interest in Arbuz in the amount of $3.2 million.
Capital Expenditures
On May 10, 2023, our subsidiary Freedom EU signed a contract for the construction of Elysium Tower, a building in Limassol, Cyprus. The building is planned to be a new office building for our Freedom EU subsidiary. The contract implies approximate capital expenditures in the amount of $7.5 million and $4.5 million for the 2024 and 2025 fiscal years, respectively. We are financing this construction project primarily using our own funds.
On November 27, 2023, our Board of Directors approved a strategic plan to expand our business by entering the telecommunications market in Kazakhstan through our Freedom Telecom subsidiary. Execution of the new plan is expected to require significant capital expenditure, the specific amount of which is currently uncertain. Total capital expenditures for the development of this business area are currently expected to be required for, among other things, construction of network infrastructure, including a backbone network, obtaining frequency licenses or other rights to provide services where required and acquisitions of smaller companies in the sector. Our strategy and budget for Freedom Telecom are currently being reassessed and are subject to revisions, which may be material. We currently plan to finance our capital expenditures for this business area with a combination of own funds and borrowings, including vendor financing, including the proceeds of a $200 million U.S. dollar domestic bond placement on the AIX that we completed on December 19, 2023. For further information, see "Indebtedness - Long-term" below.
As a further step in implementing our strategy to build a digital fintech ecosystem, on January 25, 2024, Freedom Telecom established a subsidiary, Freedom Media, in Kazakhstan for the purposes of providing media content to customers in Kazakhstan. Total capital expenditures required in connection with Freedom Media over the next five years are estimated to be approximately $54 million. We will finance our capital expenditures related to Freedom Media primarily using our own funds.
Dividends
Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently
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intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We did not declare or pay a cash dividend on our common stock during fiscal 2024. Any payment of cash dividends on stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on common stock in the foreseeable future.
Indebtedness
Short-term
Our short-term financing is primarily obtained through securities repurchase arrangements conducted through stock exchanges. We use repurchase arrangements, among other things, to finance our liquidity positions. As of March 31, 2024, $2.8 billion, or 75% of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $1.5 billion, or 63% as of March 31, 2023. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities repurchase agreement obligations see Note 13 "Securities Repurchase Agreement Obligations" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Long-term
On October 21, 2021, our subsidiary Freedom Finance Special Purpose Company LTD ("Freedom SPC") issued U.S. dollar-denominated bonds due 2026, in an aggregate principal amount up to $66 million, which are listed on the AIX. The annual interest rate for such bonds is 5.5%. The bonds are guaranteed by FRHC.
On December 19, 2023, Freedom SPC issued U.S. dollar-denominated bonds due 2028, in an aggregate principal amount of $200 million, for the purpose of raising funds to finance the development of the Freedom Telecom business. The bonds are guaranteed by FRHC and are listed on the AIX. For the first and second years, the annual interest rate for such bonds is 12%, and for subsequent years the interest rate will be fixed and set as the sum of the effective federal funds rate as of December 10, 2025 and a margin of 6.5%.
As of March 31, 2024, there was an aggregate of $64.5 million and $200.4 million in principal amount of Freedom SPC Bonds due 2026 and Freedom SPC bonds due 2028, respectively, outstanding. The aggregate accrued interest as of March 31, 2024 for both the Freedom SPC bonds due 2026 and the Freedom SPC bonds due 2028 was $2.3 million.
Net Capital and Capital Requirements
A number of our subsidiaries are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
At March 31, 2024, these minimum net capital and capital adequacy requirements for each company ranged from approximately $0.2 million to $196.6 million and fluctuate depending on various factors. At March 31, 2024, the aggregate net capital and capital adequacy requirements of our subsidiaries was approximately $245.9 million. Each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at March 31, 2024.
Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we fail to maintain minimum net capital or capital adequacy, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to various other rules and regulations, including liquidity and capital
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adequacy ratios. Our operations that require the intensive use of capital are limited to the extent necessary to meet our regulatory requirements.
Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. We cannot assure that such financing will be available to us on acceptable terms, or at all, at the time it is needed.
We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.
Allowance for credit losses
The Company has recently adopted a new accounting standard, ASC 326 - Current Expected Credit Losses (CECL), effective April 1, 2023. This standard has introduced significant changes to how we estimate and recognize credit losses for our financial assets. Management estimates and recognizes the CECL as an allowance for lifetime expected credit losses for loans issued. This is different compared to the previous practice of recognizing allowances based on probable incurred losses.
Under CECL, the allowance for credit losses (ACL) primarily consists of two components:
Collective CECL Component: This component is used for estimating expected credit losses for pools of loans that share common risk characteristics.
Individual CECL Component: This component is applied to loans that do not share common risk characteristics and require individual assessment.
The ACL is a valuation account that is subtracted from the amortized cost of total loans and available-for-sale securities to reflect the net amount expected to be collected. Our methodology for establishing the allowance for loan losses is based on a comprehensive assessment that considers relevant and available information from internal and external sources. This assessment takes into account past events, including historical trends in loan delinquencies and charge-offs, current economic conditions, and reasonable and supportable forecasts. Our processes and accounting policies for the CECL methodology are further described in Note 2 Summary of Significant Accounting Policies to the consolidated financial statements included in this annual report on Form 10-K.
Goodwill
We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.
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Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements contained in Part II Item 8 of our annual report. As of March 31, 2024, the Company had goodwill of $52.6 million.
Income taxes
We are subject to income taxes in both the United States and numerous foreign jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.
We recognize deferred tax liabilities and assets based on the difference between the Consolidated Balance Sheet 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.
Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on 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 to the differences that are expected to affect taxable income.
We periodically evaluate and establish the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.
Legal contingencies
We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.
Consolidation of FST Belize
We have assessed whether we should consolidate FST Belize under the variable interest entity (“VIE”) accounting method or the voting interest method ("VOE"). In July 2014, prior to our reverse acquisition transaction, Timur Turlov founded FST Belize, a Belize-based broker dealer. FST Belize is solely owned by Mr. Turlov and was not acquired by our company as part of our reverse acquisition transaction. Although FRHC and FST Belize are common control entities, under the control of an individual, there is no indication that FRHC should consolidate FST Belize given that:
(1) FST Belize is not a VIE and is not subject to further VIE analysis due to the fact it has sufficient equity at risk to finance its activities without additional financial support and the control over its significant activities is held by its sole shareholder, Mr. Turlov who is also FRHC's controlling shareholder, chairman and chief executive officer; and
(2) Mr. Turlov has a controlling interest in FST Belize such that under the VOE model FRHC is not required to consolidate FST Belize.
FST Belize is a corporation and Mr. Turlov is the sole owner of FST Belize, holding 100% of the ownership interest in it. There are no other shareholders or parties with participating rights or the ability to remove Mr. Turlov from his ownership position. Mr.Turlov has the ability to make all decisions in respect of FST Belize. FRHC's management has also assessed the relationship between FRHC (through its subsidiary Freedom EU) and FST Belize. Other than the tariff rates stipulated in the Variation Agreement dated February 25, 2020 entered into between Freedom EU and FST Belize, including the General Terms and Conditions of Business, which sets out the specific terms and conditions of the
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relationship between Freedom EU and FST Belize, there are no other contractual agreements or other implicit arrangements between the two parties that provide FRHC the power to control the operations of FST Belize. The most recent VIE analysis was performed on December 2022 as a result of a change in certain contractual arrangements with FST Belize. Since such analysis was performed, there were no material changes to the contractual agreements or other implicit arrangements that affected the VIE analysis, and our omnibus brokerage relationship with FST Belize had been terminated as of March 31, 2024.
RECENT ACCOUNTING PRONOUNCEMENTS
For details of applicable new accounting standards, see "Recent accounting pronouncements" in Note 2 "Summary of Significant Accounting Policies" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
FY 2023 10-K MD&A
SEC filing source: 0000924805-23-000076.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements and the related notes thereto contained in Part II Item 8 of this annual report as well as the information set forth in Part I Item 1 "Business" of this annual report. This discussion contains certain forward-
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looking statements that involve known and unknown risks, uncertainties, and other factors as described under the heading "Special Note About Forward-Looking Information" in this annual report. Actual results could differ materially from those projected in any forward-looking statements. For additional information regarding these risks and uncertainties, see the disclosure under the heading "Risk Factors" in Part I Item 1A of this annual report.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources for fiscal 2023, 2022 and 2021.
OVERVIEW
Freedom Holding Corp. is organized under the laws of the State of Nevada and acts as a holding company for all of our operating subsidiaries. Our subsidiaries engage in a broad range of activities in the securities industry, including retail securities brokerage, securities dealing, market making, investment research, investment counseling, investment banking and underwriting services. Additionally, we own a bank and two insurance companies operating in Kazakhstan as well as several ancillary businesses which complement our core financial services businesses.
Our business was founded in order to provide access to the international capital markets for retail brokerage clients in our core markets, to date the most important of which have been Kazakhstan and Russia. Our business has grown rapidly in recent years. We are pursuing a strategy to become a leader in the financial services industry, serving individuals and institutions desiring enhanced market access to international capital markets using state of the art technology platforms for their brokerage and banking needs.
Our principal executive office is in Almaty, Kazakhstan. We have a presence in Kazakhstan, Ukraine, Uzbekistan, Kyrgyzstan, Cyprus, Germany, the United Kingdom, Greece, Spain, France, Poland, the United States, Turkey, Armenia, Azerbaijan, and the United Arab Emirates. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of March 31, 2023, we had 3,689 employees, 126 offices (of which 61 offered brokerage services, 45 offered insurance services offices, 13 offered banking services and seven offered other financial and non-financial services) and 370,000 brokerage customer accounts.
Exclusion of Russian Subsidiaries Presented as Discontinued Operations
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this annual report focuses exclusively on the continuing operations of the Company in accordance with U.S. GAAP. The financial results, operating performance, and liquidity discussed herein explicitly exclude our former Russian subsidiaries, which were divested in February 2023 and have been classified as discontinued operations for fiscal 2023. The prior periods discussed in this annual report have also been recasted for discontinued operations. For a comprehensive understanding of the Company's overall financial position, results, and the impact of the discontinued operations, we encourage you to refer to the accompanying financial statements and relevant notes.
Inclusion of insurance companies under the pooling of interest method due to being under common control
As of May 17, 2022, the Company's financials include the acquisition of two insurance companies in Kazakhstan: Freedom Life, a life insurance company, and Freedom Insurance, a direct insurance carrier excluding life, health, and medical coverage. These entities have been considered 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 financial results, operating performance, and liquidity discussed herein explicitly include two insurance companies abovementioned and prior periods have been recasted accordingly.
Summary of Results of Operations
The key highlights of our consolidated results for fiscal 2023 were as follows:
•We had total revenues, net of $795.7 million for fiscal 2023, as compared to $689.8 million and $346.9 million for fiscal 2022 and fiscal 2021, respectively. The change between fiscal 2022 and 2023 was mainly attributable to the increase of interest income.
•Our fee and commission income for fiscal 2023 was $327.2 million, a decrease of $8.0 million, or 2%, as compared to fee and commission income of $335.2 million for fiscal 2022. The decrease was mainly attributed to the decrease in the fee and commission income from brokerage services.
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•Our interest income for fiscal 2023 was $294.7 million, representing an increase of $173.1 million, or 142%, compared to fiscal 2022. The increase in interest income was primarily attributable to an increase in interest income from trading securities, which was the result of an increase in the total size of our trading portfolio between the two fiscal years and an increase in the amount of bonds we held as a percentage of our total trading portfolio between the two fiscal years. In addition, we had an increase in interest income on loans to customers between the two fiscal years, which was mainly attributable to an increase in the amount of mortgage loans issued and the purchase of uncollateralized bank customer loans from our affiliate microfinance organization Freedom Finance Credit ("FFIN Credit").
•We had net gain on trading securities in fiscal 2023 of $71.1 million as compared to $155.3 million for fiscal 2022. The decrease was attributed to a net realized loss from sale of shares in SPB Exchange.
•We had net income of $205.6 million for fiscal 2023, as compared to $220.9 million and $150.3 million for the fiscal years ended March 31, 2022 and 2021, respectively. The decrease was mainly attributable to an increase of total expenses. Total expenses increased due to the increase of provisions for impairment losses, which in turn had increased due to the growth of Bank KZ loan portfolio.
•Our total assets increased to $5.1 billion as of March 31, 2023 from $3.2 billion as of March 31, 2022. The increase is attributable to Company's overall rapid growth.
•Our number of total brokerage customer accounts increased to approximately 370,000 as of March 31, 2023 from approximately 250,000 as of March 31, 2022 and approximately 170,000 as of March 31, 2021. As of March 31, 2023, more than 56% of those client accounts carried positive cash or asset account balances. Internally, we designate “active accounts” for a period as those in which at least one transaction has occurred in each quarter of the relevant period. For the fiscal year ended March 31, 2023, we had approximately 52,000 active accounts.
The operating results for any period are not necessarily indicative of the results that may be expected for any future period.
Key Factors Affecting Our Results of Operations
Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events and actions. The key factors affecting our business and the results of operations include, in particular: the effects of the Russia-Ukraine conflict, market and economic conditions, the growth of retail brokerage activity in our key markets, acquisitions and divestitures, our transactions with our affiliate FST Belize, governmental policies and the impact of Covid-19. Each of these factors is discussed in more detail below.
Russia-Ukraine Conflict
In February 2022, Russia launched a military offensive against Ukraine, which has resulted in a protracted conflict. The war is ongoing, and it is difficult to predict how long it will last. The economies of Russia, Ukraine and the surrounding region, the global economy generally and the Company specifically have been adversely affected by the conflict.
In response to the Russia-Ukraine conflict, numerous governments, including those of the U.S., the UE and the United Kingdom have imposed an extensive range of additional economic sanctions on Russia, certain financial institutions, business enterprises, and key persons in Russia or deemed to be enabling the Russia-Ukraine conflict. The imposed sanctions significantly expand the sanctions first imposed on Russia following the 2014 Russian invasion of Ukraine and its annexation of the Crimea region of Ukraine. In addition, many businesses are adopting a cautious approach to sanctions and export compliance matters, implementing internal policies that are more restrictive than strictly required by the applicable rules. The Russian government has issued countersanctions as a defensive measure targeted at "unfriendly states" which include the U.S. and most countries that have imposed sanctions on Russia, as well as imposed restrictions on currency transactions of its own citizens.
After careful consideration of the needs of our employees, customers and shareholders and the best interests of our company, shortly after the onset of the Russia-Ukraine conflict we decided to divest our Russian subsidiaries, Freedom RU and Freedom Bank RU. Prior to the divestiture of our Russian subsidiaries, our subsidiary Freedom RU owned approximately 90% of our Kazakhstan securities brokerage company, Freedom KZ, with the remaining interest in Freedom KZ being owned by us directly. In 2022, we decided to undertake a corporate restructuring as a result of which Freedom KZ (together with its wholly owned subsidiaries Freedom Bank KZ, Freedom Life and Freedom Insurance) became wholly owned by us directly. The transfer of ownership from Freedom RU to our direct ownership required approval by the Kazakhstan financial sector regulator, which was received on November 11, 2022. On October 17, 2022, we entered into
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an agreement with Maxim Povalishin for the divestiture of 100% of the share capital of our two Russian subsidiaries. Maxim Povalishin, the purchaser, was at the time of the transaction the Deputy General Director and a member of the Board of Directors of Freedom RU. The divestiture of our Russian subsidiaries was approved by the Central Bank of the Russian Federation on February 10, 2023, and was completed on February 28, 2023.
Historically, a large portion of our trading volume has been derived from individuals and institutions in Russia, through accounts at our Russian subsidiaries and through non-Russian accounts, including indirectly through accounts held with FST Belize. Although we have divested our Russian subsidiaries, we continue to generate fee and commission income from trading activity engaged in by Russian persons (including former clients of our former Russian subsidiaries) who are not subject to any sanctions prohibitions or other legal restrictions through their accounts at our non-Russian subsidiaries or indirectly through accounts held with FST Belize. As of the date of this annual report, the Russia-related economic sanctions that have been imposed do not target our Russian clients, most of whom are members of the emerging Russian middle class population. Even before the Russia-Ukraine conflict began in February 2022, our clients were required to conform to strict anti-money laundering regulations and to undergo regular sanctions screening to assure us that they were subject to U.S., EU or UK sanctions that would restrict our ability to do business with them or require us to take regulatory compliance actions in response to their activities. However, the evolving sanctions and countersanctions in connection with the Russia-Ukraine conflict expose us to heightened risks and challenges. The Russia-Ukraine conflict has also exposed us to a range of other heightened risks stemming from our actual or perceived connections with Russia, including risks related to our business relationships with counterparties outside of Russia, including commercial banks, settlement banks, stock exchanges and regulators.
The sanctions imposed in relation to the Russia-Ukraine conflict have had a significant impact on the global economy. They have led to an increase in the prices of hydrocarbons and agricultural products produced by both Russia and Ukraine, which has further fueled inflationary pressures in Europe and elsewhere. The sanctions have also had an indirect impact on consumer confidence and spending, which could potentially harm financial markets and businesses worldwide. The Russia-Ukraine conflict and responses to it have materially and adversely impacted the macroeconomic climate in Russia and the surrounding region, resulting in significant economic uncertainty, currency exchange rate volatility, the imposition of currency controls, capital flight, materially increased interest rates and inflation, and the withdrawal of or reduction of business by a number of Western businesses from the Russian market. The fluid and evolving nature of the current Russia-related sanctions gives rise to continuing political, economic and business risks for the Russian government, its economy, and its citizens, which may lead to reduced investment confidence and investment spending by affected Russians.
In addition, there is a risk that new international sanctions and new countersanctions measures may curtail the ability of our brokerage customers who are Russian persons to trade through non-Russian accounts or in non-Russian securities, or our ability to facilitate any trading through our non-Russian subsidiaries or indirectly via FST Belize. If investment activity by Russian holders of foreign trading accounts is restricted, it could result in material reductions in our revenues.
The Russia-Ukraine conflict has also had, and may continue to have, adverse effects on our results of operations related to proprietary trading. For example, we sold 7,500,000 shares in the SPB Exchange that we owned and realized a loss from the divestiture in the amount of $73.4 million during the year ended March 31, 2023. We attribute this loss to a combination of factors, including the heightened market uncertainty and increased volatility caused by the Russia-Ukraine conflict and its geopolitical consequences.
On October 19, 2022, the President of Ukraine signed a decree enacting a decision of the National Security and Defense Council of Ukraine (NSDC) on the application of personal special economic and other restrictive measures (sanctions) against more than 1,300 companies and more than 2,500 individuals. Freedom UA's brokerage license was suspended for a period of five years and its assets frozen by the Ukrainian authorities following its inclusion on the sanctions list. The lists of companies and individuals sanctioned included both Freedom UA and Timur Turlov, in his personal capacity. In addition, the list included two former Russian subsidiaries, which have since been divested. We believe that Freedom UA and Mr. Turlov were placed on this sanction list due to an error. We note that all persons on the Russian list of Forbes entrepreneurs for 2021 were included. In 2021 Timur Turlov was on this list and still had Russian citizenship (in the appendix to the presidential decree there is a reference to Timur Turlov’s Russian citizenship. We note that, prior to June 2022, Timur Turlov was a Russian citizen. As from June 2022, Mr. Turlov renounced his Russian citizenship and is now a citizen of Kazakhstan. We have been in continuous negotiations with the presidential administration of Ukraine seeking to have Freedom UA and Mr. Turlov removed from the sanctions list. In addition, we have contributed approximately $11.7 million to humanitarian relief efforts in Ukraine through charitable funds. We are confident that there will be a favorable outcome and that they will ultimately be removed from the sanctions list. Our
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Freedom UA subsidiary is not material in the context of our overall group, although we have a significant number of Ukrainian brokerage customers that are served by our non-Ukrainian subsidiaries.
Other than the Ukrainian sanctions described above, none of FRHC, nor our group companies, nor any of our current directors or senior management, is a target of sanctions imposed by the United States, the European Union or the United Kingdom. Nevertheless, we are indirectly impacted by the designation of numerous parties in Russia as sanctioned parties and the restrictions placed on international businesses in Russia as a result. The sanctions imposed on Russia in 2014 as well as the sanctions imposed beginning in 2022 make Russia a high-risk jurisdiction for potential sanctions. As a result, when doing business with Russian persons and legal entities it is necessary for us to conduct enhanced due diligence to ensure that no persons designated on any applicable sanctions lists conduct prohibited transactions with us or through our facilities, and to ensure that neither we nor any of our executive officers facilitate any prohibited business as defined under the laws and regulations to which we are subject.
As of March 31, 2022, our Russian subsidiaries had 43 offices and branches and 1,717 employees. These offices and employees were divested by us as of February 2023. Despite the divestiture of these subsidiaries, the scale of our overall business has increased from fiscal 2022 to fiscal 2023. As of March 31, 2022, our total number of employees was 1,704 and our total number of offices was 66. As of March 31, 2023, the number of employees increased to 3,689 and the number of offices increased to 126. The increase in the scale of our operations between the two fiscal years, despite the divestment of our Russian subsidiaries, is attributable to our growth during fiscal 2023 through several acquisitions. For more information on our acquisitions in fiscal 2023, see Note 29 "Acquisitions of Subsidiaries" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report. In addition, in connection with divestment of our Russia subsidiaries, 19 analysts, 21 investment consultants, 18 Tradernet specialists and 13 public relations specialists moved from our Russian subsidiaries to our Freedom Global subsidiary, and certain customers of our former Russian subsidiaries opened accounts at our non-Russian subsidiaries.
As of the date of this annual report, the Russia-Ukraine conflict is ongoing and its effects on us continue to evolve. As such, we expect there will be further impacts and unknown risks related to our business, the substance and reach of which we cannot fully anticipate.
Market and Economic Conditions
Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond our control, and may affect the decisions made by financial market participants.
Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, and fiscal and monetary policy can affect market conditions. While many global financial markets have shown signs of improvement in recent years, uncertainty remains. A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impair our revenues and profitability.
Financial markets may also be impacted by political and civil unrest occurring in the Middle East, Eastern Europe, Russia, South America and Asia. Hostilities between Russia and Ukraine have created uncertainties around the spread of the conflict, the use of nuclear weapons as well as its impact on global supply chains impacting energy supplies and food supplies throughout the world. These issues could have unforeseen and negative impacts upon the financial markets and our company and its operations.
Growth of Retail Brokerage Activity in Our Key Markets
The retail brokerage markets in Kazakhstan and Russia are key markets for our business. We estimate that, as of March 31, 2023, we had approximately 155,000 retail brokerage customers who were Kazakhstan persons, or approximately 44% of our total number of customers, and we had approximately 35,000 retail brokerage customers who were Russian persons, or approximately 10% of our total number of customers. In addition, we serve Kazakhstan and Russian customers indirectly through their accounts with FST Belize. The Kazakhstan and Russia markets have grown rapidly in recent years. For example, according to data from the KASE, the number of active accounts of retail investors on the KASE equity market increased to approximately 675,900 as at March 31, 2023, from approximately 218,300, 150,180, 119,361, 118,537 and 110,201 as at March 31, 2022, 2021, 2020, 2019 and 2018, respectively. This growth has had a significant positive effect on our results of operations in recent periods. There can be no assurance that such growth rates will continue in future periods.
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Acquisitions and Divestitures
Historically we have been active in pursuing non-organic growth through mergers and acquisitions. We expect this trend to continue in the future. Acquisitions and divestitures may have a material effect on our business and financial results. For additional information see Note 1 "Description of Business" and Note 32 "Segment Information" in the notes to our consolidated financial statements contained in Part II Item 8 and "Business" in Part I Item 1 of this annual report.
Acquisition of Insurance Companies
During the fiscal year ended March 31, 2023, we concluded the acquisition of two insurance companies operating in Kazakhstan. For additional information see Note 3 "Recast" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Divestiture of Russian Subsidiaries
Historically, a large portion of our trading volume has been derived from individuals and qualifying institutions in Russia, through accounts at our Russian subsidiaries and through non-Russian accounts, including indirectly through accounts held with FST Belize. During the fiscal year ended March 31, 2023, we concluded the divestiture of our Russian subsidiaries. The divestiture of our Russian subsidiaries, which was completed on February 28, 2023 has had an impact on our business and results of operations. We have classified our Russian subsidiaries as discontinued operations for the fiscal years ended March 31, 2023, 2022 and 2021, because the subsidiaries met the held for sale criteria as of March 31, 2023. Although we have divested our Russian subsidiaries, we continue to generate fee and commission income from trading activity engaged in by Russian persons (including former clients of our former Russian subsidiaries) who are not subject to any sanctions prohibitions or other legal restrictions through their accounts at our non-Russian subsidiaries. For more information see "Russia-Ukraine conflict" section in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II Item 7 of this annual report.
Acquisition of Paybox Technologies LLP
On February 10, 2023, we completed the acquisition of Kazakhstan payment services company Paybox Technologies LLP and its subsidiaries, in order to expand our activities in the field of financial technologies. The purchase price for the acquisition was $11.7 million.
Signing of Agreement to Acquire Maxim Group
On February 16, 2023, we signed an agreement to acquire Maxim Group LLC and its registered investment advisory affiliate Maxim Financial Advisors LLC (together “Maxim Group”), for a combination of cash and common stock. Including deferred payments and retention bonuses, the total consideration for the acquisition will be approximately $400 million. This planned acquisition is a continuation of our strategy of acquisitions following our 2020 acquisition of PrimeEx. Maxim Group is a leading full-service investment bank headquartered in New York, that caters to emerging growth companies globally. Its business lines include investment banking, equity capital markets and institutional sales, equity research, merchant capital, and corporate and wealth management services. Maxim Group's corporate and institutional reach into Asia, Greece, Israel, and most of Western Europe and is expected to complement our brokerage and global distribution network. Completion of the transaction is subject to certain conditions and the receipt of required regulatory approvals.
Related Party Transactions with FST Belize
During the fiscal years ended March 31, 2023, 2022 and 2021, the Company engaged in various related party transactions, a substantial amount of which were conducted with Freedom Securities Trading Inc. (formerly known as FFIN Brokerage Services, Inc.) (“FST Belize”), a corporation registered in and licensed as a broker dealer in Belize. FST Belize was formed in 2014 and is 100% owned by the Company's controlling shareholder, chairman and chief executive officer, Timur Turlov. FST Belize is not part of our group of companies.
FST Belize has its own brokerage customers, which include individuals and market-maker institutions. A large portion of our fee and commission income is derived from the customer relationship between Freedom EU and FST Belize. FST Belize has several omnibus brokerage accounts with Freedom EU. The majority of the order flow from FST Belize to Freedom EU represents transactions of customers of FST Belize, which are executed by FST Belize through its omnibus accounts at Freedom EU. Our margin lending receivables from FST Belize are related to FST Belize client margin trading and are fully collateralized by securities funds. Our relationship with FST Belize has provided us and our customers with a substantial liquidity pool for trading. Our cross border omnibus brokerage agreement with FST Belize requires FST Belize
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to conduct AML/CTF and sanctions screening on its individual and business entity customers whose trades are processed through its omnibus accounts at Freedom EU.
Our transactions with FST Belize are performed in the ordinary course of our brokerage and banking businesses and such transactions are made on substantially the same terms and conditions as those prevailing at the time for comparable transactions with similarly situated unaffiliated third parties. In accordance with our Audit Committee Charter, our audit committee, all members of which are independent, is responsible for reviewing, approving and overseeing any transaction between the Company, including its subsidiaries, and any related person and any other potential conflict of interest situations on an ongoing basis.
Our omnibus brokerage arrangement with FST Belize dates from the time of the establishment of our company, and we intend to reduce the volume of business we conduct involving FST Belize over time and to ultimately eliminate such omnibus brokerage arrangement. Fee and commission income generated from FST Belize accounted for approximately 60% of our total fee and commission income for the year ended March 31, 2023, as compared to approximately 82% of our total fee and commission income for the year ended March 31, 2022, and 31% of our total fee and commission income for the year ended March 31, 2021. For the three month periods ended June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, our fee and commission income generated from FST Belize was 84%, 73%, 54% and 23%, respectively, of our total fee and commission income. Interest income generated from FST Belize accounted for approximately 8%, 8% and 6% of our total interest income for the years ended March 31, 2023, 2022 and 2021, respectively. For additional information regarding our transactions with FST Belize, see Note 25 "Related Party Transactions" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Governmental Policies
Our earnings are and will be affected by the monetary, fiscal and foreign policies of the governments of the jurisdictions in which we operate, in particular Kazakhstan, the European Union and the United States. The monetary policies of these countries may have a significant effect upon our operating results. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Impact of Covid-19
We believe that the interventions from banks and governments in response to the Covid-19 and the increase in the amount of time people spent at home during the pandemic led to an increases in the opening of investment accounts and investing in securities worldwide. The increased levels of customer activity combined with greater market volatility led to significant growth in our customer accounts, trading volume, fee and commission income, gains in our proprietary trading and net income during the fiscal year ended March 31, 2022 and 2021. During the fiscal year ended March 31, 2023, our operations remained largely unaffected by Covid-19, resulting in no significant impact on our financial performance. While the overall impact of Covid-19 was positive for our business during the fiscal years ended March 31, 2022 and 2021, following the end of the critical Covid-19 period, including during the fiscal year ended March 31, 2023, we believe that the levels of customer interest in investing have largely stabilized.
Key Income Statement Line Items
Revenue
We derive revenue primarily from fee and commission income earned from our retail brokerage and banking customers, fee and commission income from investment banking services, interest income and our proprietary trading activities.
Fee and Commission Income
Fee and commission income consists principally of brokerage fees from customer trading, related banking services, and fees for underwriting, market making and consulting services. A substantial portion of our revenue is derived from commissions from customers through accounts with transaction-based pricing. Brokerage commissions are charged on investment products in accordance with a schedule we have formulated that aligns with local practices. Fees received for banking services consist primarily of wire transfer fees, commissions for payment processing and commissions for currency exchange operations. Fee and commission income as a percentage of our total revenue was 41%, 49% and 62% in the fiscal years ended March 31, 2023, 2022 and 2021, respectively. Retail brokerage service fee and commission income as a percentage of our total fee and commission income was 88%, 95% and 95% in the fiscal years ended March 31, 2023, 2022 and 2021, respectively.
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Interest Income
We earn interest income from trading securities, margin lending, reverse repurchase transactions, and loans to customers. Interest income on trading securities consists of interest earned from investments in debt securities and dividends earned on equity securities held in our proprietary trading account.
Net Gain/(Loss) on Trading Securities
Net gain/(loss) on trading securities reflects the change in value of the securities held in our proprietary trading portfolio during the relevant period. A net gain or loss is comprised of both realized and unrealized gains and losses during the period. Realized gains or losses are recognized when we close an open position in a security and recognize a gain or a loss on that position. U.S. GAAP requires that we also reflect in our financial statements any unrealized gain or loss on each open securities positions as of the end of each period based on whether the value of the open position is higher or lower at the period end than it was at either: (i) the beginning of the period, if the position was held for the full period; or (ii) at the time the position was opened, if the position was opened during the period. Fluctuations in unrealized gains or losses from one period to another can occur as a result of factors beyond our control, such as fluctuations in the market prices of the open securities positions we hold resulting from market and economic uncertainty arising from global or local events that cause significant market volatility, or even halting of trading in certain markets, all of which occurred as a result of the Russia Ukraine conflict. Fluctuations might also result from factors within our control, such as when we elect to close an open securities position, which would have the effect of reducing our open positions and, thereby potentially reducing or increasing the amount of unrealized gains or losses in a period. These fluctuations can adversely affect the ultimate value we realize from our proprietary trading activities. Unrealized gains or losses in a particular period may or may not be indicative of the gain or loss we will ultimately realize on a securities position when the position is closed. As a result, we might realize significant swings in net gains and losses realized on our trading securities year-over-year and quarter-to-quarter.
Insurance Underwriting Income
Life insurance premiums are recognized as revenue when due; accident and health insurance premiums are recognized as revenue over the premium paying period and property; and casualty insurance premiums are recognized as revenue over the period of the contract in proportion to the amount of insurance protection provided.
Net Gain on Foreign Exchange Operations
Net gain on foreign exchange operations reflects the net gain from: (i) the change in value resulting from currency fluctuations of monetary assets and liabilities denominated in any currency other than the functional currency of the entity holding such asset or liability; and (ii) purchases and sales of foreign currency. Under U.S. GAAP, we are required to revalue assets and liabilities denominated in foreign currencies into our reporting currency, the U.S. dollar, which can result in gains or losses on foreign exchange operations. Fluctuations in foreign currency exchange rates are beyond the Company's control, and the Company may suffer losses as a result of such fluctuations.
Net (Loss)/Gain on Derivatives
The Company enters into various derivative financial instruments, including forwards and swaps, in the foreign exchange markets. These financial instruments are held for trading and are initially recognized at fair value. Fair value is determined based on quoted market prices or valuation models that consider the current market and contractual values of the relevant underlying instruments, along with other factors. Derivative financial instruments with a positive fair value are recorded as assets, while those with a negative fair value are recorded as liabilities. Gains and losses on these instruments are recognized in the Consolidated Statements of Operations and Statements of Other Comprehensive Income as net (loss)/gain on derivatives.
Fee and Commission Expense
We incur fee and commission expense in our brokerage, banking, and insurance activities. Fee and commission expense consists of expenses related to brokerage, banking, stock exchange, clearing, depository and agent services. Generally, we expect fee and commission expense from brokerage and banking activities to increase and decrease corresponding to increases and decreases in fee and commission income. For our insurance operations, fee and commission expense arises from the deferral and subsequent amortization of the costs of acquiring business, which are referred to as “deferred acquisition costs” (principally commissions, and other incremental direct costs of issuing policies). Deferred acquisition costs (“DAC”) for traditional life insurance and long-duration health insurance are amortized over the estimated
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premium-paying period of the related policies. DAC for property insurance, accident insurance and health insurance is amortized over the effective period of the related insurance policies.
Interest Expense
Interest expense includes the expenses associated with our short-term and long-term financing, which consist of interest on securities repurchase agreement obligations, customer accounts and deposits, debt securities issued, and loans received.
Payroll and bonuses
Payroll and bonuses represent the costs incurred by a company in compensating its employees for their services and providing performance-based incentives.
Professional services
Professional services represents the costs associated with engaging external experts and consultants.
Stock compensation expense
Stock compensation expense represents the cost associated with issuing stock grants to employees and executives as part of their compensation packages.
Advertising expense
Advertising expense represents a component of operating expenses. It signifies the investments made to promote products, services, or the overall brand to a targeted audience, ultimately driving customer acquisition and revenue growth.
General and administrative expense
General and administrative expense includes lease cost, depreciation and amortization, communication services, software support, representative expenses, business trip expenses, utilities, charity, and other expenses.
Insurance Claims Incurred, Net of Reinsurance
Insurance claims incurred are expenses directly associated with our insurance activity, and represent actual amounts paid or to be paid to policyholders when insurable events occur, less any amounts we receive from reinsurers related to the insurable event. This amount is adjusted for changes in loss reserves, including claims reported but not settled (RBNS), claims incurred but not reported (IBNR) and not incurred claims reserve (NIC).
Foreign Currency Translation Adjustments, Net of Tax
The functional currencies of our operating subsidiaries are the Kazakhstan tenge, the euro, the U.S. dollar, the Ukrainian hryvnia, the Uzbekistan som, Kyrgyzstani som, the Azerbaijani manat, the Armenian dram, the British pound sterling and the United Arab Emirates dirham. Our reporting currency is the U.S. dollar. Pursuant to U.S. GAAP we are required to revalue our assets from our functional currencies to our reporting currency for financial reporting purposes.
Net Income/(Loss) Attributable to Non-controlling Interest
We own a 9% interest in Freedom UA. The remaining 91% interest is owned by Askar Tashtitov, the president of our Company. Due to a series of agreements we have entered into with Freedom UA that obligate us to guarantee the performance of all Freedom UA obligations, provide Freedom UA adequate funding to cover its operating losses and net capital requirements, provide the management competence and operational support and ongoing access to our significant assets, technology resources and expertise in exchange for 90% of all net profits of Freedom UA after tax, we have determined that Freedom UA is a variable interest entity. We reflect Askar Tashtitov's ownership of Freedom UA as a non-controlling interest in our Consolidated Statements of Financial Condition, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows. As from October 19, 2022, Freedom UA's operations were suspended following its inclusion on the Ukrainian sanctions list. We are in the process of appealing its inclusion on the sanctions list and the suspension of its operations.
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RESULTS OF OPERATIONS
Comparison of Fiscal Years Ended March 31, 2023, 2022 and 2021
The following comparison of our financial results for the fiscal years ended March 31, 2023, 2022 and 2021, is not necessarily indicative of future results. Prior period presentations and disclosures were reclassified to provide comparability with current period classifications. The prior periods were recasted for the presentation of discontinued operations and the consolidation of insurance entities under common control acquired in 2022. See Note 30 "Assets and Liabilities Held For Sale" and Note 3 "Recast" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Revenue
The following table sets out information regarding our total revenue, net for the fiscal years presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Fee and commission income | $ | 327,215 | $ | 335,211 | $ | (7,996) | (2) | % | $ | 216,008 | $ | 119,203 | 55 | % | |||||||||||
| Net gain on trading securities | 71,084 | 155,252 | (84,168) | (54) | % | 28,807 | 126,445 | 439 | % | ||||||||||||||||
| Interest income | 294,695 | 121,609 | 173,086 | 142 | % | 38,474 | 83,135 | 216 | % | ||||||||||||||||
| Insurance underwriting income | 115,371 | 72,981 | 42,390 | 58 | % | 62,951 | 10,030 | 16 | % | ||||||||||||||||
| Net gain on foreign exchange operations | 52,154 | 3,791 | 48,363 | 1,276 | % | 557 | 3,234 | 581 | % | ||||||||||||||||
| Net (loss)/gain on derivatives | (64,826) | 946 | (65,772) | (6953) | % | 86 | 860 | 1000 | % | ||||||||||||||||
| Total revenue, net | $ | 795,693 | $ | 689,790 | $ | 105,903 | 15 | % | $ | 346,883 | $ | 342,907 | 99 | % |
The following table sets out the components of our revenue as a percentage of total revenue, net for the fiscal years presented.
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | 2021 (Recasted) | ||||||
| Fee and commission income | 41 | % | 49 | % | 62 | % | ||
| Net gain on trading securities | 9 | % | 22 | % | 8 | % | ||
| Interest income | 37 | % | 18 | % | 12 | % | ||
| Insurance underwriting income | 14 | % | 10 | % | 18 | % | ||
| Net gain on foreign exchange operations | 7 | % | 1 | % | — | % | ||
| Net (loss)/gain on derivatives | (8) | % | — | % | — | % | ||
| Total revenue, net | 100 | % | 100 | % | 100 | % |
For fiscal 2023, we realized total net revenue of $795.7 million, a 15% increase compared to fiscal 2022. Revenue for fiscal 2023 increased compared to fiscal 2022 primarily due to increased interest income, net gain on foreign exchange operations and insurance underwriting income, which increases were partially offset by a decrease in net gain on trading securities and by a net loss on derivatives.
For fiscal 2022 we realized total net revenue of $689.8 million, a 99% increase compared to fiscal 2021. Revenue for fiscal 2022 was significantly higher than fiscal 2021 due to increases in all revenue categories except foreign exchange operations as between the two fiscal years.
Fee and commission income
The following table sets forth information regarding our fee and commission income for the fiscal years presented.
| Column 1 | Column 2 |
|---|---|
| Year ended March 31, |
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| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Brokerage services | $ | 286,732 | $ | 318,698 | $ | (31,966) | (10) | % | $ | 204,244 | $ | 114,454 | 56 | % | |||||||||||
| Bank services | 17,964 | 6,727 | 11,237 | 167 | % | 523 | 6,204 | 1,186 | % | ||||||||||||||||
| Underwriting and market-making services | 11,948 | 5,963 | 5,985 | 100 | % | 6,451 | (488) | (8) | % | ||||||||||||||||
| Other fee and commission income | 10,571 | 3,823 | 6,748 | 177 | % | 4,790 | (967) | (20) | % | ||||||||||||||||
| Total fee and commission income | $ | 327,215 | $ | 335,211 | $ | (7,996) | (2) | % | $ | 216,008 | $ | 119,203 | 55 | % |
The following table sets out the components of our fee and commission income as a percentage of total fee and commission income, net for the fiscal years presented.
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | 2021 (Recasted) | |||||||
| (as a % of total fee and commission income) | |||||||||
| Brokerage services | 88 | % | 95 | % | 95 | % | |||
| Bank services | 5 | % | 2 | % | — | % | |||
| Underwriting and market-making services | 4 | % | 2 | % | 3 | % | |||
| Other fee and commission income | 3 | % | 1 | % | 2 | % | |||
| Total fee and commission income | 100 | % | 100 | % | 100 | % |
For fiscal 2023 fee and commission income was $327.2 million, a decrease of $8.0 million, or 2%, as compared to fee and commission income of $335.2 million for fiscal 2022. The decrease in fee and commission income was primarily attributable to a $32.0 million decrease in fee and commission income from brokerage services, which was offset in part by an increase in fees and commission income from bank services of $11.2 million and an increase in fees from underwriting and market-making services. The decrease in fee and commission income from brokerage services was primarily driven by a decrease in volume resulting from lower number of transactions mainly driven by deteriorating stock exchange market conditions and macro-economic uncertainty. By implementing strategic measures and staying attuned to market trends, we remain confident in our ability to navigate these challenges and pursue long-term growth in fee and commission income. We believe that this decrease is not indicative of a broader trend and is instead largely attributable to the high volatility on the capital markets and the geopolitical and economic situation in the world over the relevant periods. The increase in fees from underwriting and market-making services from fiscal 2022 to fiscal 2023 was driven mainly by increases in the volume and size of debt capital market transactions arranged by us and the unique market opportunities created by the Covid-19 pandemic.
For fiscal 2022 fee and commission income increased by $119.2 million, a 55% increase compared to fiscal 2021. This increase was the result of a $114.5 million increase in fee and commission income from brokerage services primarily as a result of an increase in the number of client accounts resulting from non-organic and organic efforts including expansion of our retail financial adviser network, an increase in the volume of analysts' reports made available to our customer base, and significantly increased trading volume and client activity stemming from government and bank interventions and other events in response to the Covid-19 pandemic and the resulting increased market volatility and economic uncertainty. We also realized a $6.2 million increase in related banking service fees in fiscal 2022 as compared to fiscal 2021.
Net gain on trading securities
The following table sets forth information regarding our net gains and losses on trading securities for fiscal 2023, 2022 and 2021:
| Realized Net Gain/(Loss) | Unrealized Net Gain/(Loss) | Net Gain on Trading Securities | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2023 | $ | (36,226) | $ | 107,310 | $ | 71,084 | ||||
| Fiscal 2022 | $ | 206,239 | $ | (50,987) | $ | 155,252 | ||||
| Fiscal 2021 | $ | 20,135 | $ | 8,672 | $ | 28,807 |
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Net gain on trading securities was $71.1 million for fiscal 2023 as compared to $155.3 million for fiscal 2022. For fiscal 2023, we sold securities for a realized net gain of $37.2 million. This realized gain was offset by a realized net loss of $73.4 million, which was attributable to shares in the SPB Exchange that we sold in fiscal 2023, resulting in realized net loss of $36.2 million. Similarly, securities positions we continued to hold as of March 31, 2023, had appreciated by $56.5 million as compared to March 31, 2022. In addition to this unrealized gain, an unrealized loss of $50.8 million on SPB Exchange shares which was recognized during previous periods was reclassified to realized net loss during fiscal 2023, resulting in an unrealized net gain of $107.3 million for such fiscal year.
The main contributing factors to the increase in realized net gain on trading securities during fiscal 2022, as compared to fiscal 2021, was the sale of those SPB Exchange ETF units and other SPB Exchange shares we held. During fiscal 2022 we exchanged approximately 12.5 million shares in the SPB Exchange we held in our proprietary trading account for units in the SPB Exchange ETF. As a result, in fiscal 2022 we recognized realized net gain on trading securities sold of $206.2 million. Largely as a result of the Russia-Ukraine conflict and its impacts on the securities markets we had unrealized net losses on open trading positions of $51.0 million. As a result of the foregoing, during fiscal 2022 we recognized a net gain on trading securities of $155.3 million.
Interest income
The following table sets forth information regarding our revenue from interest income for the fiscal years presented:
| Year ended March, 31 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Interest income on margin lending | $ | 34,558 | $ | 14,164 | $ | 20,394 | 144 | % | $ | 3,163 | $ | 11,001 | 348 | % | |||||||||||
| Interest income on trading securities | 178,288 | 78,327 | 99,961 | 128 | % | 21,913 | 56,414 | 257 | % | ||||||||||||||||
| Interest income on loans to customers | 43,486 | 4,617 | 38,869 | 842 | % | 384 | 4,233 | 1,102 | % | ||||||||||||||||
| Interest income on available-for-sale securities | 27,003 | 22,437 | 4,566 | 20 | % | 11,238 | 11,199 | 100 | % | ||||||||||||||||
| Interest income on cash and cash equivalents and restricted cash | 9,836 | 1,658 | 8,178 | 493 | % | 1,630 | 28 | 2 | % | ||||||||||||||||
| Interest income from dividends | 1,524 | 406 | 1,118 | 275 | % | 146 | 260 | 178 | % | ||||||||||||||||
| Total interest income | 294,695 | 121,609 | 173,086 | 142 | % | 38,474 | 83,135 | 216 | % |
The following table sets out the components of our interest income as a percentage of total interest income, net for the fiscal years presented:
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | 2021 (Recasted) | |||||||
| (as a % of total interest income) | |||||||||
| Interest income on margin lending | 12 | % | 12 | % | 8 | % | |||
| Interest income on trading securities | 60 | % | 64 | % | 57 | % | |||
| Interest income on loans to customers | 15 | % | 4 | % | 1 | % | |||
| Interest income on available-for-sale securities | 9 | % | 19 | % | 30 | % | |||
| Interest income on cash and cash equivalents and restricted cash | 3 | % | 1 | % | 4 | % | |||
| Interest income from dividends | 1 | % | — | — | |||||
| Total interest income | 100 | % | 100 | % | 100 | % |
For fiscal 2023, interest income was $294.7 million, representing an increase of $173.1 million, or 142%, compared to fiscal 2022. The increase in interest income was primarily attributable to an increase in interest income from trading securities of $99.96 million, or 128%, which was in turn the result of an increase in the total size of our trading portfolio between the two fiscal years and an increase in the amount of bonds we held as a percentage of our total trading
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portfolio between the two fiscal years. We had trading securities of $2.4 billion as at March 31, 2023, as compared to $1.2 billion as at March 31, 2022. In addition, we had an increase of $38.9 million, or 842%, in interest income on loans to customers between the two fiscal years, which was mainly attributable to an increase in the amount of mortgage loans issued and the purchase of uncollateralized bank customer loans from our affiliate FFIN Credit. Our loans issued increased by $733.8 million or 794%, from $92.4 million as of March 31, 2022 to $826.3 million as of March 31, 2023. In addition, we had a $20.4 million, or 144%, increase in interest income on margin loans to customers, resulting from a higher usage of margin loans for trades by our clients, including our affiliate FST Belize, between the two fiscal years. Moreover, this increase was caused by the increase in loan volumes and interest rate.
For fiscal 2022 we had a $83.1 million, or 216% increase in interest income as compared to fiscal 2021. This increase in interest income was the result of an increase in the total size of our trading portfolio and an increase in the amount of bonds we held as a percentage of our total trading portfolio. During fiscal 2022 we shifted more of our portfolio from equities to debt to take advantage of a profitable bond market. In addition, we recognized a $4.2 million or 1,102% increase in interest income from new loans issued to customers of Freedom Bank KZ. We also realized a $11.0 million, or 348%, increase in interest income on margin loans to customers, resulting from a higher usage of margin loans for trades by our clients, including our affiliate FST Belize, between the two fiscal years.
Net gain/(loss) on foreign exchange operations
For the fiscal year ended March 31, 2023, we realized a net gain on foreign exchange operations of $52.2 million compared to a net gain of $3.8 million for the fiscal year ended March 31, 2022. The change was primarily due to a net gain of $45.7 million by our subsidiary Freedom Bank KZ in the fiscal year ended March 31, 2023 from the purchase and sale of foreign currency, as the volume of currency transactions conducted by such subsidiary increased by 701% in the fiscal year ended March 31, 2023 as compared to the fiscal year ended March 31, 2022. This net gain was primarily the result of the appreciation of the Kazakhstan tenge relative to the Russian ruble by approximately 16% over the course of fiscal 2023.
For the fiscal year ended March 31, 2022, we realized a net gain on foreign exchange operations of $3.8 million compared to a net gain of $557.0 thousand during the year ended March 31, 2021. The primary reason for the net gain in fiscal 2022 was a 9.4% decrease in the value of the Kazakhstan tenge against the U.S. dollar. Due to large amounts of U.S. dollar-denominated net liabilities held in our subsidiary Freedom Bank KZ, we recognized a net loss on foreign exchange operations of $3.7 million in fiscal 2022 out of a total $5.9 million loss. Further, we realized a net gain on foreign exchange operations affected by the purchase and sale of foreign currency of $7.8 million as a result of higher volume of currency exchange transactions.
Net loss on derivatives
For the fiscal year ended March 31, 2023, we realized net loss on derivatives of $64.8 million compared to a realized net gain of $946 thousand and $86 thousand for the fiscal years ended March 31, 2022 and 2021. The change was primarily attributable to our subsidiary, Freedom Bank KZ, which realized net loss of $65 million for the fiscal year ended March 31, 2023. Freedom Bank KZ entered into currency swaps mainly through KASE and MOEX to diversify its funding sources. The changes for fiscal years ended March 31, 2022 and 2021 were attributable to our subsidiaries, Freedom Bank KZ and Freedom KZ.
Insurance underwriting income
For the fiscal year ended March 31, 2023, we had insurance underwriting income of $115.4 million, an increase of $42.4 million, or 58%, as compared to the fiscal year ended March 31, 2022. The increase was primarily attributable to a $60.2 million, or 78%, increase in insurance underwriting income from written insurance premiums from fiscal 2022 to fiscal 2023, due to the expansion of our insurance operations between the two fiscal years. As such, the active insurance contracts increased and as of March 31, 2023 comprised 681,667, as compared to 558,530 as of March 31, 2022. Moreover, on September 1, 2022, we acquired London-Almaty. This increase in income from written insurance premiums was partially offset by a $14.0 million, or 376%, increase in the negative change in unearned premium reserve and a $3.8 million, or 905%, increase in the change in reinsurance premiums ceded, in each case from fiscal 2022 to fiscal 2023 also due to expansion of operation, which is reflected by increase in number of active contracts and acquisition of London-Almaty.
For the fiscal year ended March 31, 2022, we had insurance underwriting income of $73.0 million, an increase of $10.0 million, or 16%, as compared to the fiscal year ended March 31, 2021. The increase was primarily attributable to a
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$5.4 million, or 8%, increase in insurance underwriting income from written insurance premiums from fiscal 2021 to fiscal 2022, due to the expansion of our insurance operations between the two fiscal years, including an increase in the number of active insurance contracts to 558,530 as of March 31, 2022 from 376,676 as of March 31, 2021. The increase in insurance underwriting income was also due to a $3.6 million, or 49%, decrease in reinsurance premiums ceded and a $989 thousand, or 70% decrease in the negative change in unearned premium reserve, net. The following table sets out information on our insurance underwriting income for the fiscal years presented.
| Year ended March, 31 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Written insurance premiums | $ | 137,346 | $ | 77,131 | $ | 60,215 | 78 | % | $ | 71,682 | $ | 5,449 | 8 | % | |||||||||||
| Reinsurance premiums ceded | $ | (4,252) | $ | (423) | $ | (3,829) | 905 | % | $ | (1,412) | $ | 989 | (70) | % | |||||||||||
| Change in unearned premium reserve, net | $ | (17,723) | $ | (3,727) | $ | (13,996) | 376 | % | $ | (7,319) | $ | 3,592 | (49) | % | |||||||||||
| Insurance underwriting income | $ | 115,371 | $ | 72,981 | $ | 42,390 | 58 | % | $ | 62,951 | $ | 10,030 | 16 | % |
Expense
The following table sets forth information regarding our total expense for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | |||||||||||||||||||
| Fee and commission expense | $ | 65,660 | $ | 85,909 | $ | (20,249) | (24) | % | $ | 70,537 | $ | 15,372 | 22 | % | |||||||||||
| Interest expense | 208,947 | 76,947 | 132,000 | 172 | % | 22,444 | 54,503 | 243 | % | ||||||||||||||||
| Insurance claims incurred, net of reinsurance | 77,329 | 54,447 | 22,882 | 42 | % | 52,405 | 2,042 | 4 | % | ||||||||||||||||
| Payroll and bonuses | 81,819 | 46,288 | 35,531 | 77 | % | 23,435 | 22,853 | 98 | % | ||||||||||||||||
| Professional services | 17,006 | 12,682 | 4,324 | 34 | % | 4,430 | 8,252 | 186 | % | ||||||||||||||||
| Stock compensation expense | 9,293 | 7,859 | 1,434 | 18 | % | 114 | 7,745 | 6,794 | % | ||||||||||||||||
| Advertising expense | 14,059 | 11,916 | 2,143 | 18 | % | 6,971 | 4,945 | 71 | % | ||||||||||||||||
| General and administrative expense | 59,971 | 23,533 | 36,438 | 155 | % | 11,118 | 12,415 | 112 | % | ||||||||||||||||
| Provision for impairment losses | 29,119 | 2,502 | 26,617 | 1,064 | % | 1,590 | 912 | 57 | % | ||||||||||||||||
| Other (income)/expense, net | (3,448) | 4,014 | (7,462) | (186) | % | 2,034 | 1,980 | 97 | % | ||||||||||||||||
| Total expense | $ | 559,755 | $ | 326,097 | $ | 233,658 | 72 | % | $ | 195,078 | $ | 131,019 | 67 | % |
The following table sets out the components of our expense as a percentage of total expense for the fiscal years presented.
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | 2021 (Recasted) | ||||||
| Fee and commission expense | 12 | % | 26 | % | 36 | % | ||
| Interest expense | 37 | % | 24 | % | 12 | % | ||
| Insurance claims incurred, net of reinsurance | 14 | % | 17 | % | 27 | % | ||
| Payroll and bonuses | 15 | % | 14 | % | 12 | % | ||
| Professional services | 3 | % | 4 | % | 2 | % | ||
| Stock compensation expense | 2 | % | 2 | % | — | % | ||
| Advertising expense | 3 | % | 4 | % | 4 | % |
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| General and administrative expense | 11 | % | 7 | % | 6 | % | ||
|---|---|---|---|---|---|---|---|---|
| Provision for impairment losses | 5 | % | 1 | % | 1 | % | ||
| Other (income)/expense, net | (1) | % | 1 | % | 1 | % | ||
| Total expense | 100 | % | 100 | % | 100 | % |
For fiscal 2023 we incurred total expense of $559.8 million, a 72% increase as compared to total expense of $326.1 million for fiscal 2022. The increase was due to an increase in interest expense and the growth of our business generally, primarily in connection with increases in administrative costs and fees from the growth in our revenue generating activities and integrating our acquisition targets.
For fiscal 2022 we incurred total expense of $326.1 million, a 67% increase compared to fiscal 2021. Expenses increased with the growth of our business generally during fiscal 2022 primarily in connection with corresponding administrative costs and fees from the growth in our revenue generating activities and integrating our acquisition targets.
Fee and commission expense
Fee and commission expense decreased by $20.2 million, or 24%, for fiscal 2023 as compared to fiscal 2022. There were increases in fee and commission expense from bank services of $3.8 million and agency fees expenses of $11.1 million, which were offset by a decrease in brokerage commissions expense by $34.2 million due to using a new prime broker in fiscal 2023, as a result of which we had a different composition of order flow transactions, which were charged at lower rates than in fiscal 2022. The decrease in brokerage commissions expense was also attributable to a decrease in the volume of transactions executed by our brokerage customers between the two fiscal years. Generally, we expect fee and commission expense to increase and decrease in correspondence with increases and decreases in fee and commission income.
Fee and commission expense increased by $15.4 million, or 22% for fiscal 2022 compared to fiscal 2021. The increase was due to an increase in agency fees expense of $12.4 million and an increase in fee and commission expense from bank services of $6.3 million, which increases were offset in part by a decrease in brokerage commissions of $6.9 million. The increase in agency fees expense was primarily due to our launch in fiscal year 2022 of a new loan insurance product which led to increase in agency commission expense.
Interest expense
For fiscal 2023, we had a $132 million, or 172%, increase in interest expense as compared to fiscal 2022. The increase in interest expense was primarily attributable to a $100.4 million, or 172%, increase in interest expense on short-term financing through securities repurchase agreements due to an increase in the volume of such financing conducted by us in fiscal 2023, and a $24 million, or 147%, increase in interest on customer deposits. In fiscal 2023, we increased the volume of our short-term financing through securities repurchase agreements primarily in order to fund our investment portfolio. The increase in interest on customer deposits was a result of growth of our banking client base due to the expansion of the operations of Freedom Bank KZ between the two fiscal years. As of March 31, 2023 and March 31, 2022, banking customer liabilities of Freedom Bank KZ were $1.3 billion and $246.3 million, respectively.
For fiscal 2022 we had a $54.5 million, or 243% increase in interest expense as compared to fiscal 2021. The increase in interest expense is primarily attributable to a $47.3 million, or 433% increase in the volume of short-term financing through securities repurchase agreements, and a $9.0 million increase in interest on customer deposits. During fiscal 2022 we increased our volume of short-term financing through securities repurchase agreements primarily in order to fund our investment portfolio. The increase in interest on customer deposits was a result of the growth of customer deposit accounts.
Insurance claims incurred, net of reinsurance
For fiscal 2023, we had a $22.9 million, or 42%, increase in insurance claims incurred, net of reinsurance, as compared to the fiscal year ended March 31, 2022. The increase was primarily attributable to a $17.2 million or 128%, increase in other insurance expenses, which are mainly represented by redemption amounts under the pension annuity upon termination of the contract, a $9.3 million, or 82%, increase in expenses for claims for the year ended March 31, 2023, and a $570 thousand, or 59% increase in claims paid, reinsurers share as compared to the year ended March 31, 2022, in each case due to the expansion of our insurance operations between the two periods. The increases were offset in part by a $4.2 million, or 14%, decrease in expenses for insurance reserve between the two fiscal years.
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For fiscal 2022, we had a $2.0 million, or 4%, increase in insurance claims incurred, net of reinsurance, as compared to the fiscal year ended March 31, 2021. The increase was primarily attributable to a $11.3 million or 541%, increase in other insurance expenses, which are mainly represented by redemption amounts under the pension annuity upon termination of the contract, and a $6.3 million, or 125%, increase in expenses for claims for the year ended March 31, 2022, as compared to the year ended March 31, 2021, in each case due to the expansion of our insurance operations between the two periods. The increases were offset in part by a $14.8 million, or 33%, decrease in expenses for insurance reserve between the two fiscal years.
Payroll and bonuses
In the fiscal year 2023, the Company had payroll and bonuses expense of $81.8 million, representing an increase of $35.5 million or 77% compared to payroll and bonuses expense of $46.3 million in fiscal 2022. The increase can be attributed to the expansion of our operations generally and in turn expansion of our workforce through hiring and acquisitions.
For fiscal 2022, we had a payroll and bonuses expense of $46.3 million, representing an increase of $22.9 million or 98% compared to payroll and bonuses expense of $23.4 million in fiscal 2021. The increase was due to the expansion of our workforce through hiring in fiscal 2022.
Professional services
For fiscal 2023, our professional services expense was $17.0 million, representing an increase by $4.3 million or 34% compared to $12.7 million for fiscal 2022. The increase was attributable to consulting services provided in connection with the acquisition of new companies and general expansion of our business and operations.
In fiscal 2022, we had professional services expense of $12.7 million, an increase of $8.3 million or 186%, compared to professional services expense of $4.4 million for fiscal 2021. This increase can be attributed to the general expansion of our business and operations between the two fiscal years.
Stock compensation expense
In fiscal 2023, our stock compensation expense was $9.3 million, representing an increase of $1.4 million or 18% compared to stock compensation expense of $7.9 million for fiscal 2022. The increase can be attributed to the relocation of multiple employees of our former Russian subsidiaries to our Kazakhstan subsidiaries during fiscal 2023. These employees held a total of 195,000 shares, which contributed to the increase in stock compensation expense.
For fiscal year 2022, we had stock compensation expense of $7.9 million, an increase of $7.7 million or 6794% compared to stock compensation expense of $114 thousand for fiscal 2021. This increase was primarily due to FRHC awarding in May 2021 restricted stock grants totaling 1,031,500 shares of its common stock to 56 of our employees and consultants, including two of our executive officers.
Advertising expense
Advertising expense for fiscal 2023 w $14.1 million, representing an increase of $2.1 million or 18% compared to advertising expense of $11.9 million for fiscal 2022. The primary reason for this increase was increased advertising expenditure of Bank KZ, which was primarily attributable to the introduction of new loan products such as the digital mortgage and digital car loan products. Additionally, the implementation of the “7-20-25” state mortgage program led to increased expense on advertising campaigns.
For fiscal 2022, advertising expense was $11.9 million, representing an increase of $4.9 million or 71% compared to advertising expense of $7.0 million for fiscal 2021. The increase was mainly attributable to growth of the customer base of Freedom EU, which consequently led to an increase of the use of online-marketing service providers.
General and administrative expense
General and administrative expense for fiscal 2023 amounted to $60.0 million, representing an increase of $36.4 million or 155% compared to general and administrative expense of $23.5 million for fiscal 2022. The increase was attributable to a $12.9 million increase in charity and sponsorship expenses due to humanitarian aid we provided to a Ukraine-based charitable fund in connection with the Russia-Ukraine conflict, a $2.4 million increase in software support expenses due to the expansion of our software infrastructure and the implementation of systems to support our operations, a $2.8 million increase in fines, penalties, forfeit primarily due to penalties imposed on a subsidiary of the Company by a local regulator for regulatory noncompliance, a $2.6 million increase in communication services due to the implementation
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of SMS-informing services for banking operations by Bank KZ, a $1.7 million increase in depreciation and amortization due to business expansion and acquisition of new tangible assets and a $3.6 million increase in other operating expenses attributable to our general organic growth.
General and administrative expense for fiscal 2022 amounted to $23.5 million, representing an increase of $12.4 million or 112% compared to general and administrative expense of $11.1 million for fiscal 2021. The increase was attributable to a $0.7 million increase in depreciation and amortization due to acquisition of new tangible assets, a $1.6 million in software support expenses primarily due to the implementation of new software licenses, a $1.0 million increase in communication services and a $4.2 million increase in other operating expenses attributable to our general organic growth.
Provision for impairment losses
We recognized provision for impairment losses in the amount of $29.1 million for fiscal 2023, as compared to provision for impairment losses of $2.5 million for fiscal 2022. The increase was primarily attributable to growth of the loan portfolio of Freedom Bank KZ, as the majority of provisions is accrued on loan products. In addition, in fiscal 2023 we accrued a one-off provision expense for restricted brokerage customers' cash, cash and cash equivalents and loans issued which was held with a Ukrainian bank due to the Russia-Ukraine conflict.
Other (income)/expense, net
For fiscal 2023, we had other expense, net of $3.4 million, representing a decrease of $7.5 million or 186% as compared to other income, net of $4.0 million in fiscal 2022. This decrease was primarily driven by a $5.4 million net realized loss on the revaluation of available-for-sale securities from Freedom Finance Life in fiscal 2023. The heightened market volatility resulting from the geopolitical situation and global economic slowdown prompted the revaluation of our available-for-sale securities for fiscal 2023.
For fiscal 2022, other expense, net increased by 97% as compared to fiscal 2021. This increase was due to economic uncertainty during fiscal 2022 stemming from the Russia-Ukraine conflict, which began in the fourth quarter of fiscal 2022, as a result of which we recognized impairment loss on goodwill in respect of Freedom UA. As a result of the conflict, Freedom UA incurred significant losses and it was not able continue to generate enough income to cover all of such losses.
Income tax expense
We had net income before income tax of $235.9 million, $363.7 million and $151.8 million for fiscal 2023, 2022 and 2021, respectively. Our effective tax rate for fiscal 2023 increased to 18.1%, from 10.6% during fiscal 2022 as a result of changes in the composition of the revenues we realized from our operating activities and the tax treatment of those revenues in the various jurisdictions where our subsidiaries operate along with the incremental U.S. tax on GILTI. Despite decrease in our net income before income tax by $127.8 million, as a result of the increase in our effective tax rate, our income tax expense increased by $4.2 million for fiscal 2023.
Net income from continuing operations
As a result of the foregoing factors, for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, we recognized net income from continuing operations of $193.2 million, $325.1 million and $128.5 million, respectively.
Net income/(loss) from discontinued operations
Net income/(loss) from discontinued operations represents the net income or loss from our former subsidiaries in Russia, which are classified as discontinued operations. Net income from discontinued operations was $12.4 million for the fiscal year ended March 31, 2023, as compared to net loss from discontinued operations of $104.2 million for the fiscal year ended March 31, 2022 and net income from discontinued operations of $21.8 million for the fiscal year ended March 31, 2021.
The positive change in the amount of $116.6 million from fiscal 2022 to fiscal 2023 up to February 28, 2023 (the disposal date) was primarily due to increase in net gain on trading securities in the amount of $100.7 million as a result of a positive revaluation of securities held in our proprietary account during the eleven months ended February 28, 2023. In addition, net gain on foreign exchange operations increased by $85.5 million as a result of Russian ruble appreciation by 11% against the U.S. dollar during the eleven months ended February 28, 2023. Interest income increased by $25.0 million due to increased interest income generated on margin loans to customers, resulting from an increase in usage of margin
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loans for trades by clients. These changes were offset in part by an increase in payroll and bonuses expenses by $19.9 million as a result of an increase in the average number of employees and a loss generated from the divestiture of Russia segment in the amount of $51.5 million (which includes a cumulative translation adjustment in the amount of $25.4 million, reclassified from Accumulated Other Comprehensive Loss within the Consolidated Balance Sheet as of the date of disposal).
Net income
As a result of the foregoing factors, for fiscal 2023 we had net income of $205.6 million as compared to $220.9 million for fiscal 2022, a decrease of 7%, and for fiscal 2022 we had net income of $220.9 million as compared to $150.3 million for fiscal 2021, an increase of 47%.
Non-controlling interest
We reflect Askar Tashtitov's 91% ownership of Freedom UA as a non-controlling interest in our Consolidated Statements of Financial Condition, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows, and we have determined that Freedom UA is a variable interest entity (VIE). For financial information regarding the VIE, see "Consolidation of variable interest entities" in Note 2 "Summary of significant accounting policies" in Part II Item 8 of this annual report. We recognized income attributable to non-controlling interest of $446.0 thousand for fiscal 2023 as compared to a net loss attributable to non-controlling interest of $6.6 million for fiscal 2022. The change was largely a result of the acute situation in the Russia-Ukraine conflict in fiscal 2022 and its impact on the securities markets where Freedom UA held most of its open securities positions, as a result of which we recognized an unrealized net loss on open trading positions in fiscal 2022, whereas the relevant securities markets gradually improved in fiscal 2023.
Foreign currency translation adjustments, net of tax
Due to the appreciation of the Russian ruble by 5% against the U.S. dollar and appreciation of the Kazakhstan tenge by 4.4% against the U.S. dollar at fiscal 2023 year-end as compared to fiscal 2022 year-end, we realized a foreign currency translation loss of $5.2 million for fiscal year 2023, as compared to a foreign currency translation loss of $20.6 million for fiscal year 2022. For fiscal 2021, we realized a foreign currency translation gain of $2.8 million as a result of the appreciation of the Russian ruble by 2.6% and the Kazakhstan tenge by 4.8% against the U.S. dollar.
Segment Results of Operations
We have historically operated as a single operating segment. With the restructuring of our operations and the divestiture of our Russian subsidiaries, coupled with our continued expansion, during the fourth quarter of fiscal 2022 we elected to reorganize our operations geographically into five regional segments: Central Asia and Eastern Europe (formerly referred to as Central Asia), Europe,excluding Eastern Europe, United States, Russia and Middle East/Caucasus. As a result of the divestiture of our Russian subsidiaries, which was completed in February 2023, we now have four regional segments. These operating segments are based on how our CODM will be making decisions about allocating resources and assessing performance. The total revenue, net associated with our segments is summarized in the following table:
| Year ended March 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | ||||||||||||||||||||
| Central Asia and Eastern Europe | 566,050 | 222,989 | $ | 343,061 | 154 | % | $ | 140,144 | $ | 82,845 | 59 | % | ||||||||||||||
| Europe, excluding Eastern Europe | 216,518 | 457,662 | (241,144) | (53) | % | 197,653 | 260,009 | 132 | % | |||||||||||||||||
| United States | 13,082 | 9,139 | 3,943 | 43 | % | 9,086 | 53 | 1 | % | |||||||||||||||||
| Middle East/Caucasus | 43 | — | 43 | 100 | % | — | — | — | % | |||||||||||||||||
| Total revenue, net | $ | 795,693 | $ | 689,790 | $ | 105,903 | 15 | % | $ | 346,883 | $ | 342,907 | 99 | % |
During fiscal 2023, total revenue, net increased across each of our regional operating segments, except Europe, as compared to fiscal 2022. During fiscal 2022, total revenue, net increased across each of our regional operating segments as compared to fiscal 2021. The changes in total revenue, net for fiscal 2023 compared to fiscal 2022, and fiscal 2022 compared to fiscal 2021, were driven by the following:
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•Total revenue, net in our Central Asia and Eastern Europe segment increased by $343.1 million, or 154%, to $566.1 million for fiscal 2023, as compared to $223.0 million for fiscal 2022. The increase was mainly attributable to an increase in interest income, which was primarily due to interest received on securities held in our trading portfolio and interest accrued on bank loans to customers. In addition, the increase was driven by an increase in net gain on trading securities as well as in fee and commission income, as a result of growth of our trading portfolio and of brokerage activity in the Central Asia and Eastern Europe segment. The increase was also attributable to an increase in net gain on foreign exchange operations, which was mainly driven by an increase in foreign exchange dealing operations in this segment. These increases were offset in part by a net loss on derivative in fiscal 2023, whereas there was a net gain on derivative in fiscal 2022.
Total revenue, net in our Central Asia and Eastern Europe segment increased by $82.8 million, or 59%, to $223.0 million for fiscal 2022, as compared to $140.1 million for fiscal 2021. The increase was primarily attributable to an increase in interest income, as a result of an increase in interest received on securities held in our trading portfolio and an increase in interest accrued on bank loans to customers. In addition, the increase was attributable to an increase in income from insurance activities due to the expansion of our insurance business between the two fiscal years. Fee and commission income in this segment increased by approximately $3.1 million from fiscal 2021 to fiscal 2022.
•Total revenue, net in our Europe, excluding Eastern Europe segment decreased by $241.1 million, or 53%, to $216.5 million for fiscal 2023, as compared to $457.7 million for fiscal 2022. The decrease was primarily attributable to a decrease in fee and commission income due to a decrease in the number of active brokerage clients in this segment and a decrease in the volume of transactions per client, in each case primarily related to transactions by FST Belize. The decrease in revenue was also due to a decrease in net gain on trading securities as a result of relatively lower trading activity in this segment during fiscal 2023 compared to fiscal 2022, and due to a revaluation of our proprietary investment portfolio in fiscal 2023, as a result of which the value of our proprietary investment portfolio decreased significantly . The decrease in total revenue, net in this segment can also be attributed to the exceptionally large gain we obtained from selling SPB Exchange ETF units and SPB Exchange shares in fiscal 2022.
Total revenue, net in our Europe, excluding Eastern Europe segment increased by $260.0 million, or 132%, to $457.7 million for fiscal 2022, as compared to $197.7 million during fiscal 2021. This growth was driven by an increase in fee and commission income in fiscal 2022 due to an increase in the size of our client base in this segment and the volume of transactions per client. The increase in total revenue, net was also attributable to a net gain on trading securities in fiscal 2022 as a result of a realized gain from the sale of SPB Exchange ETF units and SPB Exchange shares in our proprietary investment portfolio.
•Total revenue, net in our U.S. segment increased by $3.9 million or 43% for fiscal 2023 as compared to fiscal 2022. Total revenue, net in this segment also increased due to growth in interest income received on securities held in our trading portfolio attributable to this segment. The increase was also partially offset by a net loss on foreign exchange operations in this segment in fiscal 2023.
For fiscal 2022, total revenue, net in our U.S. segment was $9.1 million as compared to $9.1 million for fiscal 2021, an increase by $53.0 thousand or 1%.
•We had total revenue, net in the Middle East/Caucus segment of $43.0 thousand for fiscal 2023. This revenue was attributable to interest income and net gain on foreign exchange operations. We did not recognize revenue in our Middle East/Caucasus segment during fiscal 2022 or fiscal 2021, as we started the process of forming our Azerbaijani and Armenian subsidiaries and establishing their operations in fiscal 2023. We did not form our UAE subsidiary until April 2022 and are still in process of establishing its operations.
The total expenses associated with our segments is summarized in the following table:
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| Year ended March 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 (Recasted) | Amount Change | % Change | 2021 (Recasted) | Amount Change | % Change | ||||||||||||||||||||
| Central Asia and Eastern Europe | 400,182 | 207,585 | $ | 192,597 | 93 | % | 108,728 | $ | 98,857 | 91 | % | |||||||||||||||
| Europe, excluding Eastern Europe | 118,072 | 101,081 | 16,991 | 17 | % | 78,325 | 22,756 | 29 | % | |||||||||||||||||
| United States | 39,465 | 17,151 | 22,314 | 130 | % | 8,010 | 9,141 | 114 | % | |||||||||||||||||
| Middle East/Caucasus | 2,036 | 280 | 1,756 | 627 | % | 15 | 265 | 1767 | % | |||||||||||||||||
| Total expense, net | $ | 559,755 | $ | 326,097 | $ | 233,658 | 72 | % | $ | 195,078 | $ | 131,019 | 67 | % |
For fiscal 2023, total expense, net increased in each of our segments as compared to fiscal 2022. The changes in total expenses for fiscal 2023 compared to fiscal 2022, and fiscal 2022 compared to fiscal 2021, were driven by the following:
•Total expense, net in our Central Asia and Eastern Europe segment increased by $192.6 million, or 93%, to $400.2 million for fiscal 2023, as compared to $207.6 million for fiscal 2022. The increase was primarily attributable to an increase in interest expense, mainly interest paid on securities repurchase agreements and customer deposits. In addition, the increase in total expenses, net in this segment was attributable to an increase in payroll and bonuses, general and administrative expenses, and advertising expenses. In addition, fee and commission expenses in this segment increased primarily due to an increase in commission expenses on currency exchange services transactions due to increase of activity of clients.
Total expense, net in our Central Asia and Eastern Europe segment increased by $98.9 million, or 91%, to $ 207.6 million for fiscal 2022, as compared to $108.7 million during fiscal 2021. This increase was primarily attributable to an increase in interest expense, which was caused by increased interest paid on securities repurchase agreements and customer deposits. In addition, payroll and bonuses, general and administrative expenses in this segment increased due to increases in payroll and bonuses and administrative expenses.
•Total expense, net in our Europe, excluding Eastern Europe segment increased by $17.0 million, or 17%, to $118.1 million for fiscal 2023 as compared to $101.1 million for fiscal 2022. The increase was attributable to an increase in general and administrative expenses, and provision for impairment loss. There was also an increase in interest expense due to interest paid to clients on positive cash balances.
Total expense, net in our Europe, excluding Eastern Europe region increased by $22.8 million, or 29%, to $101.1 million for fiscal 2022 as compared to $78.3 million for fiscal 2021. The increase was attributable to an increase in professional services, payroll and bonuses, and general and administrative expenses.
•Total expense, net in our U.S. segment increased by $22.3 million, or 130%, to $39.5 million for fiscal 2023 as compared to $17.2 million during fiscal 2022. This increase was primarily attributable to an increase in interest expense on securities repurchase agreement obligations. In addition, there were increases in stock-based compensation expense, payroll and bonuses and professional services.
Total expense, net in our U.S. segment increased by $9.1 million or 114%, to $17.2 million for fiscal 2022 compared to $8.0 million during fiscal 2021 primarily due to an increase in stock-based compensation expenses, payroll and bonuses and professional services.
•Total expense, net in our Middle East/Caucasus segment increased by $1.8 million, or 627%, to $2.0 million for fiscal 2023, as compared to $280.0 thousand for fiscal 2022. The increase was attributable to an increase in payroll and bonuses, general and administrative expenses, professional services and advertising expenses. For fiscal 2022 and fiscal 2021, total expense, net in our Middle East/Caucasus segment were insignificant and mainly were represented by payroll and bonuses.
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Liquidity and Capital Resources
Liquidity is a measurement of our ability to meet our potential cash requirements for general business purposes. During the periods covered in this report our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the sale of bonds and other borrowings.
We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we are confident in the risk management monitoring and processes we have in place, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions. When this occurs our liquidity, capitalization and business can be negatively impacted. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.
We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other inventory positions are stated at fair value and should generally be readily marketable in most market conditions. The following sets out certain information regarding our assets as of the dates presented:
| As of March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| (Recasted) | ||||||
| Cash and cash equivalents(1) | $ | 581,417 | $ | 225,464 | ||
| Trading securities | $ | 2,412,556 | $ | 1,158,377 | ||
| Total assets | $ | 5,084,558 | $ | 3,230,347 | ||
| Net liquid assets(2) | $ | 1,852,886 | $ | 691,276 |
(1)Of the $581.4 million in cash and cash equivalents we held at March 31, 2023, $29.8 million, or approximately 5%, were subject to reverse repurchase agreements. By comparison, at March 31, 2022, we had cash and cash equivalents of $225.5 million, of which $19.9 million, or 9%, were subject to reverse repurchase agreements.
The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies to comply with required rules and regulations, including adequate capital and liquidity levels for each entity.
(2)Consists of cash and cash equivalents, trading securities, and margin lending, brokerage and other receivables, net of securities repurchase agreement obligations. It includes liquid assets possessed after deducting securities repurchase agreement obligations.
As at March 31, 2023 and 2022, we had total liabilities of $4.3 billion and $2.7 billion, respectively, including customer liabilities of $1.9 billion and $765.6 million, respectively.
We finance our assets primarily from revenue-generating activities and short-term and long-term financing arrangements.
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Cash Flows
The following table presents our cash flows for fiscal 2023, 2022 and 2021:
| Year endedMarch 31, 2023 | Year endedMarch 31, 2022 | Year ended March 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Recasted) | (Recasted) | |||||||||
| Net cash flows (used in)/from operating activities | $ | (951,683) | $ | (406,365) | $ | 529,397 | ||||
| Net cash flows (used in)/from investing activities | (1,463,244) | (146,323) | 6,346 | |||||||
| Net cash flows from financing activities | 2,133,381 | 618,528 | 492,523 | |||||||
| Effect of changes in foreign exchange rates on cash and cash equivalents and restricted cash | 78,191 | (54,420) | (6,129) | |||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | $ | (203,355) | $ | 11,420 | $ | 1,022,137 |
Net Cash Flows (Used In)/From Operating Activities
During fiscal 2023 we had net cash used in operating activities of $951.7 million compared to net cash used in operating activities of $406.4 million during fiscal 2022 and net cash generated from operating activities of $529.4 million during fiscal 2021. Net cash used in operating activities during fiscal 2023 resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table:
| Year endedMarch 31, 2023 | Year endedMarch 31, 2022 | Year ended March 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (Recasted) | (Recasted) | ||||||||
| (Increases)/decreases in trading securities | $ | (1,019,191) | (1) | $ | (608,622) | (466,591) | |||
| Increases/(decreases) in brokerage customer liabilities | $ | 105,942 | (2) | $ | (23,167) | 432,245 | |||
| (Increases)/decreases in margin lending, brokerage and other receivables | $ | (253,301) | (3) | $ | (103,756) | 20,972 |
(1)Resulted from an increase in the amount of securities held in our proprietary account.
(2)Resulted from increased funds in brokerage accounts from new and existing customers.
(3)Resulted from an increase in volume of margin lending receivables.
The net cash used in operating activities in fiscal 2023 was primarily attributable to net cash outflows attributable to increases in trading securities and increases in margin lending, brokerage and other receivables, which increases were offset in part by an increase in brokerage customer liabilities over that period, which resulted from the increase in the number of customer accounts at our Freedom Global subsidiary.
Net Cash Flows (Used In)/From Investing Activities
During fiscal 2023 we had net cash used in investing activities of $1.5 billion compared to net cash used in investing activities of $146.3 million during fiscal 2022 and net cash generated from investing activities of $6.3 million during fiscal 2021. During fiscal 2023, cash used in investing activities was used for the issuance of loans, net of repayment by customers, in the amount of $715.0 million, the purchase of fixed assets in the amount of $38.5 million, considerations paid for acquisitions of London-Almaty, Freedom Life, Freedom Insurance, LD Micro and Paybox in the amount of $55.9 million, and for the purchase of available for sale securities, net of sales, in the amount of $69.5 million. Net cash used in investing activities was partially offset by cash and cash equivalents received as part of the acquisitions of London-Almaty, Ticketon and Paybox in the aggregate amount of $16.3 million, and cash received from the divestiture of our Russian subsidiaries in the amount of $51.5 million.
Net Cash Flows From Financing Activities
Net cash from financing activities for fiscal year 2023, consisted principally of bank customer deposits in the amount of $1.0 billion due to the growth of banking activity in the Central Asia and Eastern Europe segment, proceeds from securities repurchase agreement obligations in the amount of $637.4 million, mortgage loans sold to JSC Kazakhstan Sustainability Fund as the Program Operator, net of repurchase, under the state mortgage program "7-20-25" in the amount
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of $420.9 million, proceeds from the issuance, net of repurchase, of debt securities in the amount of $22.6 million, and proceeds from capital contributions of $677.0 thousand.
CAPITAL EXPENDITURES
After the end of fiscal 2023, on May 10, 2023, our subsidiary Freedom EU signed a contract for the construction of Elysium Tower, a building in Limassol, Cyprus. The contract implies approximate capital expenditures in the amount of $9.7 million and $5.9 million for the 2023 and 2024 calendar years, respectively. The funding for this construction project will primarily come from our own funds. The building is planned to be a new office building for our Freedom EU subsidiary.
DIVIDENDS
Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
INDEBTEDNESS
Short-term
Securities Repurchase Arrangements. Our short-term financing is primarily obtained through securities repurchase arrangements conducted through stock exchanges. We use repurchase arrangements, among other things, to finance our inventory positions. As of March 31, 2023, $1.5 billion, or 63% of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $834.8 million, or 72% as of March 31, 2022. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities repurchase agreement obligations see Note 13 "Securities Repurchase Agreement Obligations" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
Long-term
Freedom SPC Bonds. On November 16, 2021, Freedom SPC commenced an offering of up to $66 million aggregate principal amount of its 5.5% U.S. dollar denominated bonds due October 21, 2026 (the "Freedom SPC Bonds"), which are listed on the AIX. As of March 31, 2023, there were $58.6 million in principal amount of the Freedom SPC Bonds outstanding. The Freedom SPC Bonds are guaranteed by FRHC and the proceeds from the issuance of the Freedom SPC Bonds are transferred to FRHC pursuant to an intercompany loan agreement that bears interest at a rate of 5.5% per annum.
NET CAPITAL AND CAPITAL REQUIREMENTS
A number of our subsidiaries are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
These minimum net capital and capital adequacy requirements range from approximately $2 thousand to $22 million and fluctuate depending on various factors. At March 31, 2023, the aggregate net capital requirements of our subsidiaries was $61.6 million. Each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at March 31, 2023. Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we were to fail to maintain minimum net capital or capital adequacy levels, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to other various rules and regulations, including liquidity and capital adequacy ratios. Our operations that require the intensive use of capital would be limited to the extent necessary to meet all our regulatory requirements.
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Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. During fiscal 2024, we anticipate continuing efforts to expand the footprint of our business on a scale similar to fiscal 2023. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. There can be no assurance that such financing will be available to us on acceptable terms, or at all, at the time it is needed.
We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.
Allowance for accounts receivable
Allowance for accounts receivable is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the collectability of an account receivable balance is doubtful. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past accounts receivable loss experience, the nature and volume, information about specific counterparties situation and estimated collateral values, economic conditions, and other factors.
Allocations of the allowance may be made for specific accounts receivable, but the entire allowance is available for any accounts receivable that in management's judgment should be charged off.
The allowance consists of specific and general components, the specific component relates to accounts receivable that are individually classified as impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the agreement. The general component is based on historical loss experience adjusted for current factors. The historical loss experience is based on the actual loss history we have experienced over the most recent period of time, mostly 3-5 years, which management reviews periodically.
Goodwill
We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.
Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements contained in Part II Item 8 of our annual report. As of March 31, 2023, the Company had goodwill of $14.2 million.
Income taxes
We are subject to income taxes in both the United States and numerous non-U.S. jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgement is required in determining the provision for income tax. There are many transactions and
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calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.
We recognize 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.
Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on 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 to the differences that are expected to affect taxable income.
We periodically evaluate the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits are established in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.
Legal contingencies
We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.
Consolidation of Freedom Securities Trading Inc.
We have assessed whether we should consolidate FST Belize under the variable interest entity (“VIE”) accounting method or the voting interest method ("VOE"). In July 2014, prior to our reverse acquisition transaction, Timur Turlov founded FST Belize, a Belize-based broker dealer. FST Belize is solely owned by Mr. Turlov and was not acquired by our company as part of the reverse acquisition transaction. Although FRHC and FST Belize are common control entities, under the control of an individual, there is no indication that FRHC should consolidate FST Belize given that:
(1) FST Belize is not a VIE and is not subject to further VIE analysis due to the fact it has sufficient equity at risk to finance its activities without additional financial support and the control over its significant activities is held by its sole shareholder, Mr. Turlov who is also FRHC's controlling shareholder, chairman and chief executive officer; and
(2) Mr. Turlov has a controlling interest in FST Belize such that under the VOE model FRHC is not required to consolidate FST Belize.
FST Belize is a corporation and Mr. Turlov is the sole owner of FST Belize, holding 100% of the ownership interest in it. There are no other shareholders or parties with participating rights or the ability to remove Mr. Turlov from his ownership position. Mr.Turlov has the ability to make all decisions in respect of FST Belize. FRHC's management has also assessed the relationship between FRHC (through its subsidiary Freedom EU) and FST Belize. Other than the tariff rates stipulated in the Variation Agreement dated February 25, 2020 entered into between Freedom EU and FST Belize, including the General Terms and Conditions of Business, which sets out the specific terms and conditions of the relationship between Freedom EU and FST Belize, there are no other contractual agreements or other implicit arrangements between the two parties that provide FRHC the power to control the operations of FST Belize. On December 2022 there was a change in the treatment of margin interest income from settlement to trade. As the result, management has continued to assess for any modifications or reconsideration events.
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Recent Accounting Pronouncements
For details of applicable new accounting standards, see "Recent accounting pronouncements" in Note 2 "Summary of Significant Accounting Policies" in the notes to our consolidated financial statements contained in Part II Item 8 of this annual report.
FY 2022 10-K MD&A
SEC filing source: 0000924805-22-000027.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements and the related notes thereto contained in Part II Item 8 as well as the information set forth in Part I Item 1 "Business" of this annual report. This discussion contains certain forward-looking statements that involve known and unknown risks, uncertainties, and other factors as described under the heading "Special Note about Forward-Looking Information" in this annual report. Actual results could differ materially from those projected in any forward-looking statements. For additional information regarding these risks and uncertainties, see the disclosure under the heading "Risk Factors" in Part I Item 1A of this annual report.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during fiscal 2022, 2021 and 2020. All dollar amounts presented in this MD&A are presented in thousands of U.S. dollars unless the context indicates otherwise.
OVERVIEW
Historically, we have operated the Company as a single operating segment. With the decision to divest our Company of our Russian subsidiaries, we have elected to restructure our operations have been organized into five geographic regions: Kazakhstan, Europe, the U.S., Middle East/Caucasus and Russia. Within these regions, through our subsidiaries, we engage in a broad range of activities in the securities industry, including securities dealing, market making, retail securities brokerage, investment research, investment counseling, investment banking and underwriting services, and in Kazakhstan and Russia we have operated commercial banking services that complement our other financial services. Subsequent to our March 31, 2022, year end we concluded the acquisition of two insurance companies operating in Kazakhstan and have determined to divest our interests in Russia. For additional information see Note 1 "Description of Business" and Note 28 "Segment Information" in the Notes to our consolidated financial statements contained in Part II Item 8 and "Business" in Part I Item 1 of this annual report.
Subsequent Events
Acquisitions
In May 2022 we completed the acquisition of two insurance companies in Kazakhstan: (1) Freedom Life, which sells products including life insurance, health insurance, annuity insurance, accident insurance, obligatory worker emergency insurance, travel insurance and reinsurance, and (2) Freedom Insurance, a direct insurance carrier, that sells general insurance products in property (including automobile), casualty, civil liability, personal insurance and reinsurance. The acquisition of these two insurance companies will allow us to broaden our product and service offerings to our customers in Kazakhstan and will give us access to the insurance companies' customers to offer them other products and services we sell in Kazakhstan. For additional information regarding Freedom Life and Freedom Insurance, see "Insurance" in "Business" in Part I Item 1 of this annual report.
We have additional planned acquisitions of PayBox, Ticketon and ReKassa, which are technology companies that we plan to integrate into our financial services technology platform. We do not consider these planned acquisitions to be material. For additional information regarding these planned acquisitions, see "Planned Information Technology Acquisitions" in "Business" in Part I Item 1 of this annual report.
Planned Divestiture of our Russian Subsidiaries
As a result of the Russia/Ukraine Conflict, the economic climate in Russia has experienced significant volatility of the ruble, currency controls, materially increased interest rates and inflation and a potential contraction in consumer spending, as well as the withdrawal of foreign businesses from the Russian market. This has and may continue to have a significant negative impact on the Russian economy. This also negatively impacted our business and operations in Russia as well as Ukraine. For additional information see "Recent Events" in "Business" in Part Item 1 of this annual report.
After careful consideration, we have decided to divest our interests in our two Russian subsidiaries, Freedom RU and Freedom Bank RU. The divestiture will be made to our chairman, chief executive officer and controlling shareholder, Timur Turlov. We believe the planned divestiture of our Russian subsidiaries is not subject to approval from the CBR, however, given the evolving nature of the Russian countersanctions and their implementation, we cannot assure that such approval will not be required.
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Following the divestiture, Mr. Turlov has indicated that he in turn intends to pursue the resale of the two entities to certain members of the current management teams operating the Russian brokerage and bank, or to some other suitable buyer, subject to the qualification of any potential purchaser under Russian law and any required governmental or commercial consents. As part of this plan the two entities will be renamed and rebranded immediately after their divestiture from the Company and Mr. Turlov will not hold any position as an officer or director or be involved in the day-to-day operations of either entity. We currently anticipate that the sale of the two entities to Mr. Turlov will be completed as soon as practicable, the completion of which, however, is uncertain and subject to factors beyond our control, but we expect it to be completed before the end of the third fiscal quarter of our 2023 fiscal year. Following the divestiture, Mr. Turlov intends to dispose of the Russian entities within the next 12-18 months, this timing, however, is also uncertain and subject to factors beyond our control. For additional information see "Planned Divestiture of our Russian Subsidiaries" in "Business" in Part I Item 1 of this annual report.
At March 31, 2022 and 2021, our Russia segment accounted for 28% and 37% of our total assets, respectively and 32% and 38% of our total liabilities, respectively. As of March 31, 2022, our Russian subsidiaries had 43 offices and branches, which represented approximately 40% of our total offices and branches, and 1,717 employees, which represented approximately 50% of our total employee count. The table below reflects the percentage of the total that certain Russia segment operating results contributed to our total operating results for the fiscal years ended March 31, 2022, 2021 and 2020.
| For the years ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||
| Fee and commission income | 19 | % | 19 | % | 28 | % | ||
| Total Revenue, Net | — | % | 25 | % | 32 | % | ||
| Operating Expenses | 45 | % | 54 | % | 57 | % | ||
| Total Expenses | 30 | % | 32 | % | 43 | % | ||
| Net Profit/(Loss) | (40) | % | 15 | % | (11) | % |
For additional details regarding our segment results of operations for each of our segments for the fiscal years ended March 31, 2022, 2021 and 2020, see Note 28 "Segment Reporting" to our consolidated financial statements contained in Part II Item 8 of our annual report.
At this time, we do not know what the outcome will be of the Russia/Ukraine Conflict or its long-term impact on the economy of Russia or our Russian subsidiaries. Similarly, we cannot forecast with any certainty the potential impacts the fluid and evolving Russia-related sanctions and ad hoc corporate actions may have on businesses operating in Russia, including our Russian subsidiaries. The divestiture of our Russian subsidiaries will result in significant contraction in the overall size of our Company. Because of the significant uncertainty surrounding the Russia/Ukraine Conflict, it is less clear what impacts the divestiture of our Russian subsidiaries will have on our results of operations and financial condition in the short-term and the long-term. We believe, however that divestiture of our Russian subsidiaries is in the best interest of our Company and shareholders. Going forward we will be focused on completing our corporate restructuring, the divestiture and growing our business operations in Central Asia, Europe, the U.S., and Middle East/Caucasus.
Corporate Restructuring
As of the fiscal year end Freedom RU owned approximately a 90% interest in Freedom KZ with the remaining ownership held by FRHC. Freedom KZ owns a 100% interest in Freedom Bank KZ, Freedom Insurance and Freedom Life. Prior to the divestiture of our Russian entities, we will undertake a corporate restructuring to transfer legal ownership of Freedom KZ and its subsidiaries to FRHC as a direct subsidiary. For additional information regarding our corporate restructuring, see "Corporate Restructuring" in "Business" in Part I Item 1 of this annual report.
Summary of Results of Operations
Historically, we have operated as a single operating segment offering financial services to our customers in a single Eurasian geographic region. In conjunction with the decision to divest our Russian subsidiaries and the corporate restructure, coupled with our continued expansion, we have also elected to restructure our operations geographically into five regional segments: Central Asia, Europe, the U.S., Middle East/Caucasus and Russia (until completion of our planned divestiture). Moving forward after completion of the divestiture of our Russian subsidiaries, we will manage our operations in four regional segments.
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We are focused on growing our business in our four regional segments: Central Asia, Europe, the U.S., and Middle East/Caucasus. Refer to Note 28 "Segment Information", of the Notes to our consolidated financial statements contained in Part II Item 8 of this annual report for further discussion. Depending upon the region, this may include securities brokerage, capital markets/investment banking, commercial banking and insurance. See "Our Regional Segments" in "Business" in Part I Item 1 of this annual report for a further discussion of the services we currently offer in each region.
For the fiscal year ended March 31, 2022, we had total revenues, net of $564,663 as compared to $352,551 and $121,902 for the fiscal years ended March 31, 2021 and 2020, respectively. For the fiscal year ended March 31, 2022, we had net income of $211,369 as compared to $142,924 and $22,130 for the fiscal years ended March 31, 2021 and 2020, respectively.
Our number of total client accounts increased from approximately 140,000 as of March 31, 2020 to approximately 290,000 as of March 31, 2021, to approximately 410,000 as of March 31, 2022. As of March 31, 2022, more than 55% of those client accounts carried positive cash or asset account balances. Internally, we designate “active accounts” as those in which at least one transaction occurs per quarter. For the fiscal year ended March 31, 2022, we had approximately 94,000 active accounts. Our total assets increased to $2,921,009 as of March 31, 2022 from $2,018,645 as of March 31, 2021 and $453,523 as of March 21, 2020. In addition, during the year ended March 31, 2022, we had a net gain recognized on trading securities of $77,671, primarily due to our disposal in the quarter ended September 30, 2021 of stock we owned in the SPBX. The growth in our revenue and net income resulting from the recognized net gain on the sale of SPBX shares should not be considered indicative of future performance. By comparison, during the fiscal years ended March 31, 2021 and March 31, 2020, we recognized net gain on trading securities of $46,186 and $14,923, respectively.
Key Factors Affecting Our Results of Operations
Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events and actions. The key factors affecting our business and the results of operations include, in particular: the Russia/Ukraine Conflict (including but not limited to related sanctions and countersanctions), the planned divestiture of our Russian subsidiaries and corporate restructuring discussed above, the business environment in which we operate, the growth of retail brokerage activity in our key markets, the impact of COVID-19, governmental polices, and acquisitions. Each of these factors is discussed in more detail below.
Business Environment
Financial services industry performance is closely correlated to economic conditions and financial market activity. The Russia/Ukraine Conflict which began in our fourth fiscal quarter has caused significant disruption in the currency market, affected interest rates, securities markets, and negatively impacted Russian and Ukrainian customer confidence. Additionally, broader market conditions and investor activity are a product of many variables, most of which are generally beyond our control and unpredictable.
For example, during the period from January 1, 2022 to March 31, 2022, we recognized a decrease in net gain on trading securities of $107,883 as a result of revaluation of securities in our proprietary investment accounts. Despite the impact of the Conflict on the economies and securities markets where we operate, we realized a net gain on trading securities of $77,671 for fiscal 2022, as compared to $46,186 for fiscal 2021 and $14,923 for fiscal 2020. The net gain on trading securities of $77,671 was composed of $179,216 of realized net gain and $101,545 of unrealized net loss on securities positions that remained open at March 31, 2022. For additional information regarding net gains and losses on trading securities see "Net Gain/(Loss) on Trading Securities" below in this Item 7.
Similarly, the significant fluctuations in the value of the Russian ruble and the Kazakhstan tenge leading up to and following the beginning of the Conflict in February 2022, resulted in us recognizing a $38,578 net loss on foreign exchange operations during our fourth fiscal quarter 2022 and a net loss on foreign exchange operations of $37,693 for the 2022 fiscal year. From April 1, 2022, through the date of this annual report, the USD/RUB exchange rate has decreased by 25% (from 84.09 to 63.10) and USD/KZT exchange rate decreased by 8% (from 465.46 to 427.39). Given the fluid and unpredictable nature of the Conflict and sanctions and countersanctions, there is no assurance this trend will continue. However, we expect this strengthening of the Russian ruble and the Kazakhstan tenge against the U.S. dollar to positively impact our foreign exchange operations in our first fiscal 2023. For additional information regarding net losses and gains on foreign exchange operations, see "Net (Loss)/Gain on Foreign Exchange Operations" below in this Item 7
Despite the negative effects of the fourth fiscal quarter discussed above, we realized total revenue, net during fiscal 2022 of $564,663, including $431,938 of fee and commission income, and a net gain of trading securities of $77,671 and total net income of $211,369, compared to total net income of $142,924 and $22,130, respectively, during fiscal 2021 and 2020.
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Growth of Retail Brokerage Activity
The retail brokerage markets in Kazakhstan and Russia, have grown rapidly in recent years. This growth has had a significant positive effect on our results of operations in recent periods. According to data from the KASE, the number of active accounts of retail investors on the KASE equity market increased from approximately 150.2 thousand in March 31, 2021 to 218.3 thousand in March 31, 2022. According to the MOEX (based on data provided by NAUFOR), the number of retail customers on the MOEX increased from approximately 11.1 million as of March 31, 2021 to 16.8 million as of March 31, 2022. There is no assurance that such growth rates will continue in future periods.
Impact of COVID-19
The COVID-19 pandemic affected the global financial markets and resulted in unprecedented global market conditions that led to significant growth in our customer accounts, as well as increased activity from our existing customers, resulting in higher fee and commission income. We believe that the interventions from banks and governments in response to the COVID-19 pandemic and increased time people spent at home during the pandemic, led to an opportunity and optimism in opening investment accounts and investing in financial markets worldwide, particularly in the U.S. capital markets, and in the non-U.S. markets where we operate. The increased levels of customer activity combined with greater market volatility led to significant growth in our customer accounts, trading volume, fee and commission income, gains in our proprietary trading and net income during the fiscal year ended March 31, 2022 and 2021.
While the overall impact of COVID-19 has been largely positive for our business during the fiscal years ended March 31, 2022 and 2021, its future impacts on our business, operational and financial performance is uncertain. We expect a return to more traditional levels of customer interest in investing as we enter into a less critical endemic period.
Governmental Policies
Our earnings are and will be affected by the monetary, fiscal and foreign policies of the governments of Kazakhstan, Cyprus, and Russia. The monetary policies of these countries may have a significant effect upon our operating results. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Related Party Transactions with FFIN Brokerage
A significant part of our brokerage business has consisted of providing brokerage services indirectly to brokerage clients of FFIN Brokerage, which is owned personally by Timur Turlov, our controlling shareholder, chairman and chief executive officer, and is not part of our group of companies. FFIN Brokerage has its own brokerage customers, which include individuals and market-maker institutions. A large portion of our fee and commission income is derived from the customer relationship between Freedom EU and FFIN Brokerage. See "Legacy Operations and Key Relationships" in "Business" of Item 1, Part I of this annual report.
Fee and commission income generated from FFIN Brokerage accounted for approximately 54% of our total revenue for the year ended March 31, 2022, as compared to approximately 55% of our total revenue for the year ended March 31, 2021, and 62% of our total revenue for the year ended March 31, 2020. As of March 31, 2022, 2021 and 2020, amounts due from FFIN Brokerage were $102,680, $8,948, and $90,696, respectively or 29%, 14%, and 80%, respectively, of total brokerage and other receivables, net. We consider our receivables due from related parties as at these respective dates to be fully collectible. All of our transactions with FFIN Brokerage are conducted in the ordinary course of business. Such transactions are conducted on substantially the same terms as those prevailing at the time for comparable transactions with similarly situated unaffiliated third parties.
Acquisitions
Historically we have been active in pursuing non-organic growth through mergers and acquisitions. We expect this trend to continue in the future, including the planned acquisitions discussed in "Acquisitions" above in this Item 7.
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Key Income Statement Line Items
Revenue
We derive revenue primarily from fee and commission income earned from our retail brokerage and banking customers, fee and commission income from investment banking services, our proprietary trading activities and interest income. Fee and commission income as a percentage of our total revenue was 77%, 77% and 76% in the fiscal year ended March 31, 2022, 2021 and 2020, respectively.
Fee and Commission Income
Fee and commission income consists principally of brokerage fees from customer trading, including fees charged for providing margin lending and related banking services, and fees for underwriting, market making and consulting services. A substantial portion of our revenue is derived from commissions from customers through accounts with transaction based pricing. Brokerage commissions are charged on investment products in accordance with a schedule we have formulated that aligns with local practices. Retail brokerage service fee and commission income as a percentage of our total fee and commission income was 91%, 90% and 89% in the fiscal years ended March 31, 2022, 2021 and 2020, respectively. Fees received for banking services consist primarily of wire transfer fees, commissions for payment processing and commissions for currency exchange operations.
Net Gain/(Loss) on Trading Securities
Net gain/(loss) on trading securities reflects the change in value of the securities held in our proprietary trading portfolio each period. A net gain or loss is comprised of both realized and unrealized gains and losses during the period being presented. Realized gains or losses are recognized when we close an open position in a security and recognize a gain or a loss on that position. U.S. GAAP requires that we also reflect in our financial statements any unrealized gain or loss on each open securities positions as of the end of each period based on whether the value of the open position is higher or lower at the period end than it was at either: (i) the beginning of the period, if the position was held for the full period; or (ii) at the time the position was opened, if the position was opened during the period. Fluctuations in unrealized gains or losses from one period to another can occur as a result of factors beyond our control, such as fluctuations in the market prices of the open securities positions we hold resulting from market and economic uncertainty arising from global or local events that cause significant market volatility, or even halting of trading in certain markets, all of which occurred as a result of the Russia/Ukraine Conflict. Fluctuations might also result from factors within our control, such as when we elect to close an open securities position, which would have the effect of reducing our open positions and, thereby potentially reducing or increasing the amount of unrealized gains or losses in a period. These fluctuations can adversely affect the ultimate value we realize from our proprietary trading activities. Unrealized gains or losses in a particular period may or may not be indicative of the gain or loss we will ultimately realize on a securities position when the position is closed. As a result, we might realize significant swings in net gains and losses realized on our trading securities year-over-year and quarter-to-quarter.
Interest Income
We earn interest income from trading securities, reverse repurchase transactions, and loans to customers. Interest income on trading securities consists of interest earned from investments in debt securities and dividends earned on equity securities held in our proprietary trading account.
Fee and Commission Expense
We incur fee and commission expense for operations within our brokerage and banking activities. Fee and commission expense consists of expenses related to brokerage, banking, stock exchange, clearing, and depository services. Generally, we expect fee and commission expense to increase and decrease corresponding to increases and decreases in fee and commission income.
Interest Expense
Interest expense includes the expenses associated with our short-term and long-term financing, which consist of interest on securities repurchase agreement obligations, customer accounts and deposits, debt securities issued, and loans received.
Operating Expense
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Operating expense includes payroll and bonuses, advertising expenses, lease cost, professional expenses, depreciation and amortization, communication services, software support, stock compensation expense, representative expenses, business trip expenses, utilities, charity, and other expenses.
Foreign Currency Translation Adjustments, Net of Tax
The functional currencies of our operating subsidiaries are the Russian ruble, the Kazakhstan tenge, the euro, the U.S. dollar, the Ukrainian hryvnia, the Uzbekistani som, the Kyrgyzstani som, the UK pound sterling, the Azerbaijani manat and the Armenian dram. Our reporting currency is the U.S. dollar. Pursuant to U.S. GAAP we are required to revalue our assets from our functional currencies to our reporting currency for financial reporting purposes.
Net Income/(Loss) Attributable to Non-controlling Interest
We own a 9% interest in Freedom UA. The remaining 91% interest is owned by Askar Tashtitov, the president of our Company. Through a series of agreements entered into with Freedom UA that obligate us to guarantee the performance of all Freedom UA obligations, provide Freedom UA adequate funding to cover its operating losses and net capital requirements, provide the management competence and operational support and ongoing access to our significant assets, technology resources and expertise in exchange for 90% of all net profits of Freedom UA after tax, we account for Freedom UA as a variable interest entity. We reflect our ownership of Freedom UA as a non-controlling interest in our Consolidated Statements of Financial Condition, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows.
All dollar amounts reflected in "Results of Operations," "Liquidity and Capital Resources," "Contractual Obligations," and "Critical Accounting Policies" of this MD&A are presented in thousands of U.S. dollars unless the context indicates otherwise.
Results of Operations
Comparison of Years Ended March 31, 2022, 2021 and 2020
The following comparison of our financial results for the year ended March 31, 2022, 2021 and 2020, is not necessarily indicative of future results. Certain prior period presentations and disclosures, while not required to be recast, were reclassified to ensure comparability with current period classifications.
Revenue
The following table sets out information regarding our total revenue, net for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Amount Change | %Change | 2020 | AmountChange | %Change | |||||||||||||||||||
| Fee and commission income | $ | 431,938 | $ | 271,939 | $ | 159,999 | 59 | % | $ | 92,668 | $ | 179,271 | 193 | % | |||||||||||
| Net gain on trading securities | 77,671 | 46,186 | 31,485 | 68 | % | 14,923 | 31,263 | 209 | % | ||||||||||||||||
| Interest income | 91,801 | 30,873 | 60,928 | 197 | % | 12,134 | 18,739 | 154 | % | ||||||||||||||||
| Net (loss)/gain on foreign exchange operations | (37,693) | 3,428 | (41,121) | (1,200) | % | 2,315 | 1,113 | 48 | % | ||||||||||||||||
| Net gain/(loss) on derivatives | 946 | 125 | 821 | 657 | % | (138) | 263 | (191) | % | ||||||||||||||||
| Total revenue, net | $ | 564,663 | $ | 352,551 | $ | 212,112 | 60 | % | $ | 121,902 | $ | 230,649 | 189 | % |
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||
| Fee and commission income | 77 | % | 77 | % | 76 | % | ||
| Net gain on trading securities | 14 | % | 13 | % | 12 | % | ||
| Interest income | 16 | % | 9 | % | 10 | % | ||
| Net (loss)/gain on foreign exchange operations | (7) | % | 1 | % | 2 | % | ||
| Net gain/(loss) on derivatives | — | % | — | % | — | % | ||
| Total revenue, net | 100 | % | 100 | % | 100 | % |
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During fiscal 2022, we realized total net revenue of $564,663, a 60% increase compared to fiscal 2021. Revenue during fiscal 2022 was higher than fiscal 2021 primarily due to increased fee and commission income, net gain on trading securities and interest income, which was partially offset by a net loss on foreign exchange operations.
During fiscal 2021 we realized total net revenue of $352,551, a 189% increase compared to fiscal 2020. Revenue during fiscal 2021 was significantly higher than fiscal 2020 primarily due to increases in all revenue categories during fiscal 2021.
Fee and commission income
The following tables set forth information regarding our fee and commission revenues for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Amount Change | %Change | 2020 | AmountChange | %Change | |||||||||||||||||||
| Retail brokerage fee and commission income | $ | 391,996 | $ | 245,913 | $ | 146,083 | 59 | % | $ | 82,800 | $ | 163,113 | 197 | % | |||||||||||
| Investment banking fee and commission income | 8,705 | 8,345 | 360 | 4 | % | 2,360 | 5,985 | 254 | % | ||||||||||||||||
| Commission from bank services | 23,274 | 12,403 | 10,871 | 88 | % | 7,240 | 5,163 | 71 | % | ||||||||||||||||
| Other fee and commission income | 7,963 | 5,278 | 2,685 | 51 | % | 268 | 5,010 | 1869 | % | ||||||||||||||||
| Total fee and commission income | $ | 431,938 | $ | 271,939 | $ | 159,999 | 59 | % | $ | 92,668 | $ | 179,271 | 193 | % |
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||
| (as a % of total fee and commission income) | |||||||||
| Retail brokerage fee and commission income | 91 | % | 90 | % | 89 | % | |||
| Investment banking fee and commission income | 2 | % | 3 | % | 3 | % | |||
| Commission from bank services | 5 | % | 5 | % | 8 | % | |||
| Other fee and commission income | 2 | % | 2 | % | — | % | |||
| Total fee and commission income | 100 | % | 100 | % | 100 | % |
During fiscal 2022 fee and commission income was $431,938, an increase of $159,999, or 59%, as compared to fee and commission income of $271,939 for fiscal 2021. This increase in fee and commission income was primarily attributable to a $146,083 increase in fees and commission from brokerage services. The increase in fee and commission income from brokerage services was attributable to growth in client accounts through organic efforts including expansion of fee and commission generating activities such as an increase in the number of clients, an increase in number of active clients, and more trades by clients.
During fiscal 2021 fee and commission income increased by $179,271, a 193% increase over fiscal 2020. This increase was the result of a $163,113 increase in fees and commission from brokerage services primarily as a result of growth in client accounts through non-organic and organic efforts including expansion of our retail financial advisers and increases in the volume of analysts' reports made available to our customer base, and significantly increased trading volume and client activity stemming from government and bank interventions and other events in response to the COVID-19 pandemic and the resulting increased market volatility and economic uncertainty. During fiscal 2021 we also realized a $5,163 increase in related banking service fees, and a $5,985 increase in fees for underwriting services.
The increase in fees from underwriting services was driven mainly by increases in the volume and size of debt capital market transactions arranged by Kazakhstan brokerage companies, and the unique market opportunities created by the COVID-19 pandemic.
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Net gain on trading securities
Net gain on trading securities was $77,671 for fiscal 2022 as compared to $46,186 for fiscal 2021. See the following table for information regarding our net gains and losses during fiscal 2022 and 2021:
See the following table for information regarding our net gains and losses during fiscal 2022, 2021 and 2020:
| Realized Net Gain | Unrealized Net Gain/(Loss) | Net Gain on Trading Securities | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2022 | $ | 179,216 | $ | (101,545) | $ | 77,671 | ||||
| Fiscal 2021 | $ | 39,267 | $6,919 | $ | 46,186 | |||||
| Fiscal 2020 | $ | 22,770 | $ | (7,847) | $ | 14,923 |
During fiscal 2022 we exchanged approximately 12.5 million shares of stock in the SPBX we held in our proprietary trading account for units in the SPBX ETF. The main contributing factors to the increase in realized net gain on trading securities during fiscal 2022, compared to fiscal 2021, was the sale of those SPBX ETF units and other SPBX shares we held. As a result, in fiscal 2022 we recognized realized net gain on trading securities sold of $179,216. Largely as a result of the Russia/Ukraine Conflict and its impacts on the securities markets we had unrealized net losses on open trading positions of $101,545. As a result of the foregoing, during fiscal 2022 we recognized a net gain on trading securities of $77,671 as shown in the table above.
The main contributing factors to the increase in net gain on trading securities in fiscal 2021 compared to fiscal 2020 included the increased size of our trading portfolio, favorable market conditions, increased use and success of intraday algorithmic trading and market-making activities on the SPBX outside of regular U.S. market hours.
Interest income
The following tables set forth information regarding our revenue from interest income for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Amount Change | %Change | 2020 | AmountChange | %Change | |||||||||||||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | $ | 6,172 | $ | 3,428 | $ | 2,744 | 80 | % | $ | 1,586 | $ | 1,842 | 116 | % | |||||||||||
| Interest income on loans to customers | $ | 4,927 | $ | 579 | $ | 4,348 | 751 | % | $ | 572 | $ | 7 | 1 | % | |||||||||||
| Interest income on trading securities | $ | 80,702 | $ | 26,866 | $ | 53,836 | 200 | % | $ | 9,976 | $ | 16,890 | 169 | % | |||||||||||
| Total interest income | $ | 91,801 | $ | 30,873 | $ | 60,928 | 197 | % | $ | 12,134 | $ | 18,739 | 154 | % |
| Year ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||
| (as a % of total interest income) | |||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | 7 | % | 11 | % | 13 | % | |||
| Interest income on loans to customers | 5 | % | 2 | % | 5 | % | |||
| Interest income on trading securities | 88 | % | 87 | % | 82 | % | |||
| Total interest income | 100 | % | 100 | % | 100 | % |
During fiscal 2022 we recognized a $60,928, or 197% increase in interest income as compared to fiscal 2021. This increase in interest income was the result of an increase in the total size of our trading portfolio and an increase in the amount of bonds we held as a percentage of our total trading portfolio. During fiscal 2022 we shifted more of our portfolio from equity to debt to take advantage of a profitable bond market. In addition, we recognized a $4,348 or 751% increase in interest income from new loans issued to customers of Freedom Bank KZ. We also realized a $2,744, or 80% increase in interest income due from banks and from reverse repurchase transactions during fiscal 2022 as compared to fiscal 2021.
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During fiscal 2021 we realized a $16,890, or 169% increase in interest income from trading securities compared to fiscal 2020 because we increased the total size of our trading portfolio and the percentage of our investments in bonds. We also realized a $1,842, or 116% increase in interest income due from banks that resulted primarily from increased overnight deposit transactions during fiscal 2021 and from reverse repurchase transactions because we engaged in an increased volume of such transactions during fiscal 2021. We also realized increased interest income due from banks of $461 that resulted primarily from increased overnight deposit transactions during fiscal 2021.
Net gain/(loss) on foreign exchange operations
Under U.S. GAAP, we are required to revalue monetary assets and liabilities denominated in any currency other than the functional currency of the entity holding such asset or liability to the functional currency of that entity. During the year ended March 31, 2022, we realized a net loss on foreign exchange operations of $37,693 compared to a net gain of $3,428 during the year ended March 31, 2021. The primary reason for this net loss was the 11% decrease in the value of the Russian ruble against the U.S. dollar stemming from the geopolitical turmoil that began in early 2022. Due to large amounts of USD denominated net liabilities held in our subsidiary Freedom RU, we recognized a net loss on foreign exchange operations of $21,532. Further, we realized a net loss on foreign exchange operations affected by the purchase and sale of foreign currency of $12,378 as a result of higher volume of currency exchange transactions.
During fiscal 2021 we recognized a $1,113 increase in net gain on foreign exchange operations compared to fiscal 2020 as the value of Kazakhstan tenge and Russian ruble appreciated by 4.8% and 2.6%, respectively against U.S. dollar.
Expense
The following tables set forth information regarding our total expense for the periods presented.
| Year ended March 31, | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Amount Change | % Change | 2020 | Amount Change | % Change | |||||||||||||||||||
| Fee and commission expense | $ | 81,231 | $ | 73,100 | $ | 8,131 | 11 | % | $ | 21,936 | $ | 51,164 | 233 | % | |||||||||||
| Interest expense | 75,899 | 27,366 | 48,533 | 177 | % | 12,399 | 14,967 | 121 | % | ||||||||||||||||
| Operating expense | 161,593 | 77,434 | 84,159 | 109 | % | 59,990 | 17,444 | 29 | % | ||||||||||||||||
| Provision for impairment losses/(recoveries) | 2,985 | 1,561 | 1,424 | 91 | % | (1,164) | 2,725 | (234) | % | ||||||||||||||||
| Other expense, net | 6,061 | 68 | 5,993 | 8813 | % | 609 | (541) | (89) | % | ||||||||||||||||
| Total expense | $ | 327,769 | $ | 179,529 | $ | 148,240 | 83 | % | $ | 93,770 | $ | 85,759 | 91 | % |
| Year ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||
| Fee and commission expense | 25 | % | 41 | % | 23 | % | ||
| Interest expense | 23 | % | 15 | % | 13 | % | ||
| Operating expense | 49 | % | 43 | % | 64 | % | ||
| Provision for impairment losses/(recoveries) | 1 | % | 1 | % | (1) | % | ||
| Other expense, net | 2 | % | — | % | 1 | % | ||
| Total expense | 100 | % | 100 | % | 100 | % |
For fiscal 2022 we incurred total expenses of $327,769, an 83% increase as compared to total expense of $179,529 for fiscal 2021. Expenses increased with the increase of interest expense and the growth of our business primarily in connection with increases in administrative costs and fees from the growth in our revenue generating activities and integrating our acquisition targets.
During fiscal 2021 we incurred total expenses of $179,529, a 91% increase compared to fiscal 2020. Expenses increased with the growth of our business during fiscal 2021 primarily in connection with corresponding administrative costs and fees from the growth in our revenue generating activities and integrating our acquisition targets.
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Fee and commission expense
Fee and commission expense increased by $8,131, or 11%, during fiscal 2022 as compared with fiscal 2021. This included increases in commissions paid for bank services of $5,894 and commission fees paid for clearing and exchange services of $1,185.
Fee and commission expense increased by $51,164, or 233% during fiscal 2021 compared to fiscal 2020. This included increases in brokerage commissions to our prime brokers of $44,425, commissions paid for bank services of $3,796 and commission fees paid to Central Depositories and stock exchanges of $879.
These increases in fee and commission expense were the result of both growth in our client base and increased transaction volume from our clients. Generally, we expect fee and commission expense to increase and decrease in correspondence with increases and decreases in fee and commission income.
Interest expense
For fiscal 2022 we incurred a $48,533, or 177% increase in interest expense as compared to fiscal 2021. The increase in interest expense is primarily attributable to a $36,929, or 253% increase in the volume of short-term financing through securities repurchase agreements, and a $11,327 increase in interest on customer deposits. During fiscal 2022 we increased our volume of short-term financing through securities repurchase agreements primarily in order to fund our investment portfolio. The increase in interest on customer deposits was a result of the growth of customer deposit accounts.
For fiscal 2021 we incurred a $14,967 or 121% increase in interest expense over fiscal 2020. The increased interest expense is primarily attributable to a $7,434 increase in volume of short-term financing through securities repurchase agreements, a $5,671 increase in interest on client deposits, and a $1,914 increase in interest expense on debt securities issued. We increased our volume of short-term financing through securities repurchase agreements primarily in order to fund our investment portfolio. The increase in interest on client deposits was a result of a growth of customer deposits. The increase of interest expense on debt securities was due to increased interest payments paid on the FRHC Notes issued in December 2019 and February 2020.
Operating expenses
Operating expenses for fiscal 2022 was $161,593, a 109% increase compared to fiscal 2021. This increase was primarily attributable to a $36,949 increase in payroll and bonuses expense as a result of expansion of our workforce through hiring, a $14,599 increase in stock compensation expense from issuing restricted stock grants to key employees in May 2021, a $10,247 increase in advertising expenses, an $8,448 increase in professional services as a result of expansion of our business, a $2,311 increase in software support, and a $1,695 in lease depreciation.
Operating expenses for fiscal 2021 totaled $77,434, a $17,444, or 29% increase compared to fiscal 2020. This increase was primarily attributable to a $14,015 increase in payroll and bonus expense as a result expansion of our workforce through acquisition and hiring.
Other expense
During fiscal 2022, we incurred an 8,813% increase of other expense, net as compared to fiscal 2021. This was due to economic uncertainty during our fourth fiscal quarter stemming from the Russia/Ukraine Conflict, where we recognized a $2,300 impairment losses on goodwill of Freedom Bank RU, Zerich, and Freedom UA. Other expense, net during fiscal 2022 also included write-off expenses of client base that was recognized with the acquisition of Zerich in the amount of $3,126.
Income tax expense
We recognized net income before income tax of $236,894, $173,022 and $28,132 during fiscal 2022, 2021 and 2020, respectively. Our effective tax rate during fiscal 2022 decreased to 10.8%, from 17.4% during fiscal 2021 as a result of changes in the composition of the revenues we realized from our operating activities and the tax treatment of those revenues in the various foreign jurisdictions where our subsidiaries operate along with the incremental U.S. tax on GILTI. Despite the decrease in our effective tax rate, as a result in the increase of our net income before income tax by $63,872, our income tax expense increased by $4,573 during the fiscal 2022.
Net income
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As a result of the foregoing factors, for fiscal 2022 we had net income of $211,369 as compared to $142,924 for fiscal 2021, an increase of 48%. For fiscal 2020 we had net income of $22,130.
Non-controlling interest
We reflect our ownership of Freedom UA as a non-controlling interest in our Consolidated Statements of Financial Condition, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows. We recognized a net loss attributable to non-controlling interest of $6,566 for the fiscal year 2022 as compared to a net income attributable to non-controlling interest of $631 for the fiscal year 2021. Largely as a result of the Russia/Ukraine Conflict and its impacts on the securities markets where Freedom UA held most of its open securities positions, we recognized an unrealized net loss on open trading positions of $5,471.
We own a 9% interest in Freedom UA. The remaining 91% interest is owned by Askar Tashtitov, the president of our Company. Through a series of agreements entered into with Freedom UA that obligate us to guarantee the performance of all Freedom UA obligations, provide Freedom UA adequate funding to cover its operating losses and net capital requirements, provide the management competence and operational support and ongoing access to our significant assets, technology resources and expertise in exchange for 90% of all net profits of Freedom UA after tax, we account for Freedom UA as a variable interest entity. We reflect our ownership of Freedom UA as a non-controlling interest in our Consolidated Statements of Financial Condition, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows.
Foreign currency translation adjustments, net of tax
Due to the depreciation of the Russian ruble by 11% against the U.S. dollar and depreciation of Kazakhstan tenge by 9.4% against the U.S. dollar for fiscal year 2022 as compared to fiscal year 2021, we realized a foreign currency translation loss of $17,245 for fiscal year 2022, compared to a foreign currency translation gain of $1,857 for fiscal year 2021. During fiscal 2020, we realized a foreign currency translation loss of $14,851 as a result of the depreciation of the Russian ruble by 20% and the Kazakhstan tenge by 18% against the U.S. dollar.
Segment Results of Operations
We have historically operated as a single operating segment. With the planned restructuring of our operations and divestiture of our Russian subsidiaries, coupled with our continued expansion, we have elected to reorganize our operations geographically into five regional segments: Central Asia, Europe, United States, Middle East/Caucasus, and Russia (until completion of the planned divestiture). Moving forward after completion of the divestiture of our Russian subsidiaries, we will manage our operations in four regional segments. These operating segments are based on how our CODM will be making decisions about allocating resources and assessing performance. The total revenue, net associated with our segments is summarized in the following table:
| Year ended March 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Amount Change | % Change | 2020 | Amount Change | % Change | ||||||||||||||||||||
| Central Asia | 118,067 | 55,722 | $ | 62,345 | 112 | % | $ | 19,221 | $ | 36,501 | 190 | % | ||||||||||||||
| Europe | 437,706 | 201,188 | 236,518 | 118 | % | 63,781 | 137,407 | 215 | % | |||||||||||||||||
| U.S. | 9,139 | 9,086 | 53 | 1 | % | 236 | 8,850 | 3,750 | % | |||||||||||||||||
| Russia | (249) | 86,555 | (86,804) | (100) | % | 38,664 | 47,891 | 124 | % | |||||||||||||||||
| Middle East/Caucasus | — | $ | — | — | — | % | — | — | — | % | ||||||||||||||||
| Total revenue, net | $ | 564,663 | $ | 352,551 | $ | 212,112 | 60 | % | $ | 121,902 | $ | 230,649 | 189 | % |
During fiscal 2022 total revenue, net increased across each of our regional operating segments, except Russia. During fiscal 2021 total revenue, net increased across each of our regional operating segments. The increase in total net revenues for fiscal 2022 compared to fiscal 2021, and fiscal 2021 compared to fiscal 2020, was driven by the following:
•Total revenue, net in our Central Asia segment increased $62,345, or 112%, to 118,067 for fiscal 2022, as compared to $55,722 during fiscal 2021. This increase was mainly driven by the increase of interest income. This increase of interest income was primarily impacted by growth of interest received from securities held in our trading portfolio and an increase in interest accrued from loans issued. Moreover, this segment was significantly affected by the increase in commission fees from brokerage and banking services during the year caused by the expansion of our brokerage and banking business.
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Total revenue, net in our Central Asia segment increased $36,501, or 190%, to $55,722 for fiscal 2021, as compared to $19,221 during fiscal 2020. This increase was mainly driven by the increase of commission income. During fiscal 2022 growth of commission income was caused by the opening and rapid growth of brokerage services by Freedom Global. Furthermore, we had growth of income on brokerage services and growth of commission from underwriting services. The increase of revenue was also due to the rise of net gain on trading securities, related to growth of our trading portfolio and an increase in interest income from securities held in our trading portfolio.
•Total revenue, net in our Europe segment increased $236,518, or 118%, to $437,706 for fiscal 2022, as compared to $201,188 during fiscal 2021. This increase was driven by an increase in fee and commission income due to an increase in the number of clients and the volume of transactions they made. There was also a large increase in revenue due to the growth of net gain on trading securities as a result of realized gain from the sale of the SPBX ETF and SPBX shares for our investment portfolio. Total revenue, net in our Europe segment increased $137,407, or 215%, to $201,188 for fiscal 2021, as compared to $63,781 during fiscal 2020. This growth was driven by an increase in commission income for the year due to an increase in the size of our customer base and the volume of transactions they make.
•Total revenue, net in our U.S. segment was stable during fiscal 2022 and increased only by $53 or 1% as compared to fiscal year 2021. Total revenue, net in our U.S. segment increased by $8,850 or 3,750%, to $9,086 for fiscal year 2021, as compared to $236 during fiscal year 2020. This increase was driven by positive revaluation of the SPBX shares and acquisition of PrimeEx in addition to its earned fee and commission income.
•We did not recognize revenue in our Middle East/Caucasus segment during fiscal 2021 and 2020 as none of our Azerbaijani, Armenian or UAE subsidiaries existed in those periods. During fiscal 2022 we began the process of forming our Azerbaijani and Armenian subsidiaries and establishing their operations. We did not form our UAE subsidiary until April 2022 and are still in process of establishing its operations.
•Total revenues, net in our Russia segment decreased by $86,804, or 100%, generating negative net revenue of ($249) for fiscal year 2022, as compared to $86,555 during fiscal year 2021. This decrease in total revenue, net was driven by a net loss on trading securities from negative revaluation of certain securities, and a net loss on foreign currency exchange operations from an 11% depreciation of the Russian ruble against the U.S. dollar. These decreases were partially offset by growth in fee and commission income as a result of an increase the volume of customer transactions and expansion of the customer base in our Russia segment. Total revenue, net in our Russia segment increased by $47,891, or 124% during fiscal 2021, to $86,555, as compared to$38,664 during fiscal year 2020. During fiscal 2021, net revenues increased as a result of overall expansion our business in our Russia segment, both in the size of its customer base and its trading portfolio.
The total expenses associated with our segments is summarized in the following table:
| Year ended March 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Amount Change | % Change | 2020 | Amount Change | % Change | ||||||||||||||||||||
| Central Asia | 112,316 | 34,632 | $ | 77,684 | 224 | % | 26,927 | $ | 7,705 | 29 | % | |||||||||||||||
| Europe | 101,078 | 79,176 | 21,902 | 28 | % | 22,432 | 56,744 | 253 | % | |||||||||||||||||
| U.S. | 17,134 | 7,642 | 9,492 | 124 | % | 4,423 | 3,219 | 73 | % | |||||||||||||||||
| Russia | 96,961 | 58,064 | 38,897 | 67 | % | 39,988 | 18,076 | 45 | % | |||||||||||||||||
| Middle East/Caucasus | 280 | 15 | 265 | 1,767 | % | — | 15 | — | % | |||||||||||||||||
| Total expense, net | $ | 327,769 | $ | 179,529 | $ | 148,240 | 83 | % | $ | 93,770 | $ | 85,759 | 91 | % |
During fiscal 2022, total expense increased across each of our regional operating segments. During fiscal 2021, total expense increased in our Central Asia, Europe, U.S and Russia segments as compared to fiscal 2020. The increase in total expenses for fiscal 2022 compared to fiscal 2021, and fiscal 2021 compared to fiscal 2020, was driven by the following:
•Total expense in our Central Asia segment increased by $77,684, or 224%, to $112,316 for fiscal 2022, as compared to $34,632 during fiscal 2021. This increase was driven by the increase in interest expense. This increase of interest expense was primarily impacted by growth of interest paid on securities repurchase agreements and customer deposits. Moreover, this segment was significantly affected by the increase in operating expenses due to the growth of payroll and bonuses and administrative expenses. Total expense in our Central Asia segment increased by $7,705, or 29%, to $ 34,632 for fiscal 2021, as compared to $26,927 during fiscal 2020.
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This increase was driven by the increase in interest expense. During the fiscal 2021, growth of interest expense was caused by the acquisition of Freedom Bank KZ, and its rapid growth of securities repurchase agreements and payments for customer deposits. The increase of expenses was also caused by an increased expenses associated with provisions for impairment losses due to estimates of uncollectible receivables.
•Total expense in our Europe segment increased $21,902, or 28%, to $101,078 for fiscal 2022 as compared to $79,176 during fiscal 2021. This increase was driven by the growth of operating expense, mainly due to payroll and bonuses, marketing expense, and professional services. Total expense in our Europe region increased $56,744, or 253%, to $79,176 for fiscal 2021 as compared to $22,432 during fiscal 2020. This increase was driven by the growth of fee and commission expense from an increase in our customer base and related transaction volume increase, and by an increase in operating expense related to the growth of our business in this region.
•Total expense in our U.S. segment increased $9,492, or 124%, to $17,134 for fiscal 2022 as compared to $7,642 during fiscal 2021. This increase was driven by the growth of stock compensation expense and an increase of professional services. Total expenses in our U.S. segment increased by $3,219 or 25%, to $7,642 for fiscal 2021 compared to $4,423 during fiscal 2020 due to the growth of stock compensation expenses.
•Total expense in our Russia segment increased $38,897, or 67%, to $96,961 for fiscal 2022 as compared $58,064 during fiscal 2021. This increase was mostly due to the increase of operating expenses for payroll and bonuses, advertising, lease cost and representative expenses. Total expenses in our Russia segment increased by $18,076, or 45% to $58,064 during fiscal 2021 as compared to $39,988 during fiscal 2020. This increase was driven mostly due to the increase of fee and commission expense, interest expense and operating expenses from the expansion our business in our Russia segment.
Liquidity and Capital Resources
Liquidity is a measurement of our ability to meet our potential cash requirements for general business purposes. During the periods covered in this report our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the sale of bonds and other borrowings.
We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we are confident in the risk management monitoring and processes we have in place, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions. When this occurs our liquidity, capitalization and business can be negatively impacted. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.
We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other inventory positions are stated at fair value and should generally be readily marketable in most market conditions. The following sets out certain information regarding our assets as of the dates presented:
| As of March 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash and cash equivalents(1) | $ | 625,547 | $ | 698,828 | ||
| Trading securities | $ | 1,203,479 | $ | 736,188 | ||
| Total assets | $ | 2,921,009 | $ | 2,018,645 | ||
| Net liquid assets(2) | $ | 2,212,300 | $ | 1,519,719 |
(1)Of the $625,547 in cash and cash equivalents we held at March 31, 2022, $278,463, or approximately 45%, were subject to reverse repurchase agreements. By comparison, at March 31, 2021, we had cash and cash equivalents of $698,828, of which $248,946, or 36%, were subject to reverse repurchase agreements.
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The amount of cash and cash equivalents is subject to minimum levels set by regulatory bodies to comply with required rules and regulations, including adequate capital and liquidity levels for each entity.
(2)Consists of cash and cash equivalents, trading securities, brokerage and other receivable and other assets.
During fiscal year 2022 and 2021, we had total liabilities of $2,413,334 and $1,742,974, respectively, including customer liabilities of $1,417,937 and $1,163,697, respectively.
We financed our assets primarily from cash flows from operations and short-term and long-term financing arrangements.
Cash Flows
The following table presents our cash flows for fiscal 2022, 2021 and 2020:
| Year endedMarch 31, 2022 | Year endedMarch 31, 2021 | Year ended March 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net cash flows (used in)/from operating activities | $ | (347,988) | $ | 565,299 | $ | 44,271 | ||||
| Net cash flows (used in)/from investing activities | (8,703) | 97,040 | (10,854) | |||||||
| Net cash flows from financing activities | 453,684 | 348,411 | 33,109 | |||||||
| Effect of changes in foreign exchange rates on cash | (54,552) | (3,769) | (25,141) | |||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | $ | 42,441 | $ | 1,006,981 | $ | 41,385 |
Net Cash Flows (Used In)/From Operating Activities
Net cash used in operating activities during fiscal 2022 was comprised of net cash used in operating activities and net income adjusted for non-cash movements (depreciation and amortization, noncash lease expense, changes in deferred taxes, stock compensation expense, unrealized gain on trading securities, net change in accrued interest and allowance form receivables). Net cash used in operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table:
| Year endedMarch 31, 2022 | Year endedMarch 31, 2021 | Year ended March 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Increases in trading securities | $ | 654,027 | (1) | $ | 507,493 | $ | 22,870 | |||
| Increases in customer liabilities | $ | 352,533 | (2) | $ | 860,438 | $ | 115,844 | |||
| Increases/(decreases) in brokerage and other receivables | $ | 313,687 | (3) | $ | (49,303) | $ | 47,089 | |||
| Increases in loans purchased from microfinance organization | $ | 59,839 | (4) | $ | — | $ | — | |||
| Increases in loans issued | $ | 44,270 | (5) | $ | 850 | $ | 7,787 |
(1)Resulted from increased purchases of securities held in our proprietary account.
(2)Resulted from increased deposits from new and existing customers.
(3)Resulted from increased volume of margin lending receivables.
(4)Resulted from the purchase of uncollateralized consumer retail loans from FFIN Credit.
(5)Resulted from launching a first-in-market digital mortgage product by our subsidiary Freedom Bank KZ.
The net cash outflow during fiscal 2022 was primarily attributable to an increase in brokerage and other receivables over that period, which resulted from larger amounts of margin receivables. Margin lending balances fluctuate on a daily basis during the normal course of business and depend on various factors, including trading activity of customers.
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Net Cash Flows (Used In)/From Investing Activities
During the fiscal year 2022 net cash used in investing activities was $8,703 compared to net cash from investing activities of $97,040 during the fiscal year 2021 and cash used in investing activities of $10,854 during the fiscal year 2020. During the fiscal 2022 cash used in investing activities was used for the purchase of fixed assets, net of sales, in the amount of $8,703. Cash from investing activities during the fiscal 2021 included $157,382 received in the acquisition of Zerich, Freedom Bank KZ and PrimeEx and $6,437 from proceeds on the sale of investments available-for-sale, which was partially offset by consideration paid for the Freedom Bank KZ acquisition of $53,097, the Zerich acquisition of $7,110, the PrimeEx acquisition of $2,500 and the purchase of fixed assets, net of sales of $4,072. During the fiscal year 2020 cash used in investing activities was mostly used for the purchase of investments available-for-sale securities and fixed assets, net of sales, the amount of $6,508 and $4,346, respectively.
Net Cash Flows From Financing Activities
Net cash from financing activities for fiscal year 2022 consisted principally of proceeds from securities repurchase agreement obligations in the amount of $401,468, proceeds from issuance of debt securities of $47,200, and capital contributions of $21,600, partially offset by net cash used in the repurchase of outstanding Freedom KZ and Freedom RU debt securities in the amount of $16,703. Net cash from financing activities during fiscal 2021 consisted principally of proceeds from securities repurchase agreement obligations in the amount of $349,717, which was partially offset with net cash used in repurchase of outstanding Freedom KZ debt securities in the amount of $8,350. Net cash from financing activities during fiscal 2020 consisted principally of proceeds from issuance of debt securities in the amount of $62,970, which was partially offset with net cash used in payment of securities repurchase agreement obligations of $16,730, and repurchase of Freedom KZ debt securities in the amount of $9,578.
Dividends
We have not declared or paid a cash dividend on our common stock during the past three fiscal years. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on common stock in the foreseeable future. Any payment of cash dividends on stock in the future will be at the discretion of our board of directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our board of directors.
Indebtedness
Short-term
Securities Repurchase Arrangements. Our short-term financing is primarily obtained through securities repurchase arrangements entered into with the KASE. We use repurchase arrangements, among other things, to finance our inventory positions. As of March 31, 2022, $769,627, or 64% of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $426,669, or 58% as of March 31, 2021. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities repurchase agreement obligations see Note 12 "Securities Repurchase Agreement Obligations" to our consolidated financial statements contained in Part II Item 8 of our annual report.
Long-term
FRHC 7.00% Notes due December 2022. As of March 31, 2022, we had outstanding $20,500 in principal amount of FRHC 7.00% notes due December 2022, which are listed on the AIX. These notes provide for semi-annual interest payments in June and December and include customary events of default relating to the disposition of our assets outside the ordinary course of business, defaults on other liabilities and obligations, corporate reorganizations, initiation of bankruptcy proceeding, termination of the AIX listing by us, and substitution of the principal debtor without requisite approval. These notes mature in December 2022.
Freedom RU USD 6.50% Bonds. As of March 31, 2022, we had outstanding $30,043 in principal amount of Freedom RU U.S. dollar denominated 6.50% bonds (the "Freedom RU USD 6.50% Bonds"). The Freedom RU USD 6.50% Bonds have a term of three years, with a quarterly coupon payment. The Freedom RU USD 6.50% Bonds were issued in denomination of U.S. $1, with a minimum purchase requirement of 1.4 million Russian rubles. Freedom RU is authorized to place up to a maximum of 40,000 of these Freedom RU USD 6.50% Bonds. The Freedom RU USD 6.50% Bonds are listed on the MOEX and are governed by the "Exchange Bond Terms and Conditions in the Framework of the Exchange Bonds Program". The Freedom RU USD 6.50% Bonds mature in January 2023.
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Freedom RU USD 5.50% Bonds. As of March 31, 2022, we had outstanding $34,000 in principal amount of Freedom RU U.S. dollar denominated 5.50% bonds (the "Freedom RU USD 5.50% Bonds"). The Freedom RU USD 5.50% Bonds have a term of five years, with a quarterly coupon payment. The Freedom RU USD 5.50% Bonds were issued in denomination of U.S. $1, with a minimum purchase requirement of 1.4 million Russian rubles. Freedom RU is authorized to place up to a maximum of 34,000 of these Freedom RU USD 5.50% Bonds. The Freedom RU USD 5.50% Bonds are listed on the MOEX. The Freedom RU USD 5.50% Bonds are governed by the Securities Placement Terms and Conditions and the Resolution to Issue Securities. The Freedom RU USD 5.50% Bonds mature in November 2026.
Freedom SPC Bonds. On November 16, 2021, Freedom SPC commenced a best efforts underwritten public offering of up to US $66,000 aggregate principal amount of its 5.50% US dollar denominated bonds due October 21, 2026 (the "Freedom SPC Bonds"), which are listed on the AIX. As of March 31, 2022, there were outstanding $13,200 in principal amount of the Freedom SPC Bonds. The offering may continue for a period of up to one year from the date of the commencement of the offering. The Freedom SPC Bonds are guaranteed by FRHC and the proceeds from the issuance of the Freedom SPC Bonds have been and will be, as the case may be, transferred to FRHC pursuant to an intercompany loan agreement that bears interest at a rate of 5.50% per annum. The Freedom SPC Bonds are governed by the Offer Terms of the 5.5% Coupon US $66,000,000 Bonds Due October 21, 2026. The Freedom SPC Bonds mature in October 2026.
Freedom RU RUB Bonds. During the quarter ended December 31, 2021, we repaid in full at maturity our RUB denominated 12.00% Freedom RU RUB Bonds that had a carrying value of $7,042 including interest accrued of $312 as of December 31, 2021.
Freedom KZ USD Bonds. During the quarter ended June 30, 2021, we repaid in full at maturity our U.S. dollar denominated 8% Freedom KZ USD bonds that had a carrying value of $10,477 including interest accrued of $447 as of March 31, 2021.
Net Capital Requirements
A number of our subsidiaries are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
These minimum net capital and capital adequacy requirements range from approximately $22 to $21,480 and fluctuate depending on various factors. At March 31, 2022, the aggregate net capital requirements of our subsidiaries was approximately $27,585. Each of our subsidiaries that are subject to net capital or capital adequacy requirements exceeded the minimum required amount at March 31, 2022. Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we fail to maintain minimum net capital or capital adequacy levels, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to other various rules and regulations, including liquidity and capital adequacy ratios. Our operations that require the intensive use of capital would be limited to the extent necessary to meet all our regulatory requirements.
Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. During fiscal 2022 we anticipate continuing efforts to expand the footprint of our business on a scale similar to fiscal 2021, while at the same time divesting our Russian subsidiaries. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion, or the costs associated with divestiture of our Russian subsidiaries and the impacts of that action, may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. We cannot assure that such financing will be available to us on acceptable terms, or at all, at the time it is needed.
We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.
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Off-Balance Sheet Financing Arrangements
For a discussion of off-balance sheet financing arrangements of the Company as of March 31, 2022, see Note 27 "Commitments and Contingencies" to our consolidated financial statements contained in Part II Item 8 of our annual report.
Contractual Obligations
The following table sets forth information related to our contractual obligations as of March 31, 2022:
| Payment Due by Period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations | Total | Less than 1 year | Years 2-3 | Years 4-5 | More than 5 years | ||||||||||||||
| (in thousands) | |||||||||||||||||||
| Operating lease obligations | $ | 18,531 | $ | 8,582 | $ | 7,299 | $ | 2,379 | $ | 271 | |||||||||
| Outstanding bonds and notes | 113,389 | 56,516 | 5,170 | 51,703 | — | ||||||||||||||
| TOTAL | $ | 131,920 | $ | 65,098 | $ | 12,469 | $ | 54,082 | $ | 271 |
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.
Allowance for accounts receivable
Allowance for accounts receivable is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the collectability of an account receivable balance is doubtful. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past accounts receivable loss experience, the nature and volume, information about specific counteragent situation and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific accounts receivable, but the entire allowance is available for any accounts receivable that in management's judgment should be charged off.
The allowance consists of specific and general components, the specific component relates to accounts receivable that are individually classified as impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the agreement. The general component is based on historical loss experience adjusted for current factors. The historical loss experience is based on the actual loss history we have experienced over the most recent period of time, mostly 3-5 years, which management reviews periodically.
Goodwill
We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.
Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements contained in Part II Item 8 of our annual report. As of March 31, 2022, the Company had goodwill of $5,388.
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Income taxes
We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.
We recognize 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.
Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on 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 to the differences that are expected to affect taxable income.
We periodically evaluate the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits are established in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.
Legal contingencies
We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.
Recent Accounting Pronouncements
For details of applicable new accounting standards refer to Recent accounting pronouncements in Note 2 "Summary of Significant Accounting Policies" of our financial statements contained in Part II Item 8 of this annual report.
Effects of Inflation
Because our assets are primarily short-term and liquid in nature, they are generally not significantly impacted by inflation. The rate of inflation does, however, affect our expenses, including employee compensation, communications and information processing and office leasing costs, which may not be readily recoverable from our customers. To the extent inflation result in rising interest rates and has adverse impacts upon securities markets, it may adversely affect our results of operations and financial condition.