Freedom Holding Corp. quarterly report, Q3 FY2014

Filing summary

Entity and period: The supplied filing is BMB Munai, Inc.’s unaudited Form 10-Q for the quarter ended December 31, 2013 (the third quarter of its fiscal year). This does not match the request metadata naming Freedom Holding Corp.; verify the issuer and filing before relying on this summary.

Business context and financial position

BMB Munai sold its oil and gas subsidiary, Emir Oil LLP, in September 2011 and had no revenue-generating continuing operations during the periods reported. It says it is winding down and seeking new business opportunities.

  • Revenue: $0 for both the three and nine months ended December 31, 2013, and the corresponding 2012 periods.
  • Net loss: $389,520 for the quarter, versus $781,394 a year earlier; $1,536,733 for nine months, versus $2,566,476.
  • Operating expenses: $389,578 for the quarter and $1,537,611 for nine months, down from $788,886 and $2,585,042, respectively. Lower general and administrative costs drove most of the decline; depreciation and amortization was nearly unchanged.
  • Cash flow: operating cash outflow was $1,792,095 for nine months, compared with $5,611,163 in 2012. Financing cash outflow was $6,300, versus $22,971,657, primarily reflecting much smaller cash distributions. Ending cash was $8,665,136, down from $10,463,531 at March 31, 2013.
  • Liquidity and liabilities: $8,607,365 of cash was matched by deferred shareholder distributions payable, all classified as due within one year. Total assets were $8,676,549, current liabilities $8,660,830, and shareholders’ equity only $15,719 at December 31, 2013. The filing reports no off-balance-sheet financing arrangements; a separate debt balance is not presented.
  • Cash access and risk: $6,508,588 was held in an investment account convertible to cash within one week. Deposits were in non-FDIC-insured accounts; the company says its money-market account invests in U.S. government-backed securities.

Changes, outlook and risks

Quarterly and nine-month losses narrowed year over year as management-service costs were lower. Interest income also declined with lower cash balances. Management expects continuing losses until a new business opportunity is identified, and anticipates lower depreciation and amortization as fixed assets become nearly fully amortized. No numerical earnings or revenue guidance is provided.

The company states that it has limited funds for pursuing opportunities and that there is substantial doubt about its ability to continue as a going concern or return additional value to shareholders. It gives no assurance it can identify or fund a new opportunity. The filing reports no subsequent events and no additions to the risk factors in its prior annual report. Management concluded disclosure controls were effective and reported no material change in internal control during the quarter.

Important facts for investors to verify

  • Confirm that BMB Munai, Inc.—not Freedom Holding Corp.—is the intended issuer and that December 31, 2013 is the intended reporting period.
  • Verify the status, timing, and claim process for the $8,607,365 of unpaid shareholder distributions, which account for nearly all reported cash and current liabilities.
  • Assess the going-concern warning, ongoing cash burn, and whether the company has identified or funded any new business opportunity.
  • Review the location, liquidity, and custodial protections for cash, including the non-FDIC-insured deposits and the investment account.