Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS

v3.21.1
ACQUISITIONS
12 Months Ended
Mar. 31, 2021
ACQUISITIONS  
NOTE 27 - ACQUISITIONS

NOTE 27 - ACQUISITIONS

 

The acquisitions below were accounted for under the acquisition method of accounting in accordance with ASU Topic 805, Business Combinations.

 

Acquisition of Zerich

 

On July 2, 2020, we completed the acquisition of Zerich following receipt of approval from the Russian Federal Antimonopoly Service. Zerich commenced business in 1995 and is one of the oldest securities brokerage firms in Russia. The Company acquired Zerich for $7,110. The total purchase price was allocated as follows:

 

 

 

Purchase price allocation

 

 

 

As of July 2, 2020

 

Assets:

 

 

 

Cash and cash equivalents

 

$ 26,760

 

Restricted cash

 

 

1,231

 

Trading securities

 

 

2,828

 

Fixed assets

 

 

8

 

Intangible assets

 

 

3,733

 

Right-of-use asset

 

 

454

 

Brokerage and other receivables

 

 

376

 

Other assets

 

 

94

 

Total assets

 

$ 35,484

 

 

 

 

 

 

Liabilities:

 

 

 

 

Customer liabilities

 

$ 25,799

 

Securities repurchase agreement obligation

 

 

1,600

 

Lease liabilities

 

 

497

 

Trade and other payables

 

 

104

 

Deferred income tax liabilities

 

 

765

 

Other liabilities

 

 

419

 

Total liabilities

 

$ 29,184

 

 

 

 

 

 

Net assets acquired

 

$ 6,300

 

 

 

 

 

 

Goodwill

 

 

810

 

 

 

 

 

 

Total purchase price

 

$ 7,110

 

 

On December 27, 2020, Zerich was merged into Freedom RU and its separate legal existence terminated. The assets and liabilities of Zerich were transferred to Freedom RU at their perspective carrying amounts on the date of the merger was completed.

Acquisition of PrimeEx

 

On December 29, 2020, the Company completed the acquisition of PrimeEx. PrimeEx commenced business in 1985 and is an agency only institutional brokerage at the NYSE. The Company acquired PrimeEx for $2,500. The total purchase price was allocated as follows:

 

 

 

Purchase price allocation

 

 

 

As of December 29, 2020

 

Assets:

 

 

 

Cash and cash equivalents

 

$ 206

 

Brokerage and other receivables

 

 

849

 

Intangible assets

 

 

532

 

Other assets

 

 

9

 

Total assets

 

$ 1,596

 

 

 

 

 

 

Liabilities:

 

 

 

 

 Deferred income tax liabilities

 

$ 112

 

Other liabilities

 

 

610

 

Total liability

 

$ 722

 

 

 

 

 

 

Net Assets Acquired

 

$ 874

 

 

 

 

 

 

Goodwill

 

 

1,626

 

 

 

 

 

 

Total purchase price

 

$ 2,500

 

 

Acquisition of Freedom Bank KZ

 

On December 28, 2020, the Company closed the acquisition of Freedom Bank KZ, following receipt of approval from the Agency of the Republic of Kazakhstan for Regulation and Development of Financial Market. Freedom Bank KZ is a Kazakhstani based second tier Bank. For accounting purposes, on December 25, 2020, the Company acquired control over the entity by purchasing the common shares of Freedom Bank KZ. The total purchase price of this acquisition was $53,097 which was paid in cash. The purchase price included consideration paid for the outstanding common shares in the amount of $40,984, consideration paid for the outstanding preferred shares in the amount of $2,478 and consideration paid for outstanding subordinated loans in the amount of $9,635. The purchase price as of the control acquisition date was allocated as follows:

 

 

 

Purchase price allocation

 

 

 

As of

December 25, 2020

 

Assets:

 

 

 

Cash and cash equivalents

 

$ 129,185

 

Trading securities

 

 

50,684

 

Brokerage and other receivables

 

 

2,601

 

Fixed assets

 

 

10,987

 

Intangible assets

 

 

2,769

 

Right-of-use asset

 

 

338

 

Loans issued

 

 

1,023

 

Other assets

 

 

2,360

 

Total assets

 

$ 199,947

 

 

 

 

 

 

Liabilities:

 

 

 

 

Customer liabilities

 

$ 117,195

 

Current income tax liability

 

 

1,234

 

Trade payables

 

 

104

 

Securities repurchase agreement obligation

 

 

28,500

 

Lease liability

 

 

338

 

Other liabilities

 

 

831

 

Deferred income tax liabilities

 

 

1,399

 

Total liability

 

$ 149,601

 

 

 

 

 

 

Net Assets Acquired

 

$ 50,346

 

 

 

 

 

 

Goodwill

 

 

2,751

 

 

 

 

 

 

 Consideration paid for common shares

 

 

40,984

 

 Consideration paid for preferred shares

 

 

2,478

 

 Consideration paid for subordinated loans

 

 

9,635

 

Total purchase price

 

$ 53,097