Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Basis of Presentation and Consolidation and Accounting Standards Adopted
StoneX Group Inc., a Delaware corporation, and its consolidated subsidiaries (collectively “StoneX” or “the Company”), is a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service, and deep expertise. The Company strives to be the one trusted partner to its clients, providing its network, products and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. The Company offers a vertically integrated product suite, beginning with high-touch and electronic access to nearly all major financial markets worldwide, as well as numerous liquidity venues. The Company delivers access and services through the entire lifecycle of a trade, by delivering deep market expertise and on-the-ground intelligence, best execution, and finally post-trade clearing, custody, as well as settlement services. The Company has created revenue streams, diversified by asset class, client type and geography, that earn commissions and spreads as clients execute transactions across its financial network, while monetizing non-trading client activity including interest and fee earnings on client balances as well as earning consulting fees for market intelligence and risk management services.
The Company provides its services to a diverse group of clients in more than 180 countries. These clients include more than 54,000 commercial, institutional, and global payments clients and over 400,000 retail clients. The Company’s clients include commercial entities, asset managers, regional, national and introducing broker-dealers, insurance companies, brokers, institutional investors and professional traders, commercial and investment banks and government and non-governmental organizations (“NGOs”).
The Company’s common stock trades on The NASDAQ Global Select Market under the symbol “SNEX”.
Basis of Presentation and Consolidation
The accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2022, which has been derived from the audited consolidated balance sheet of September 30, 2022, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations. The Company believes that the included disclosures clearly and fairly present the information within. In management’s opinion, all adjustments, generally consisting of normal accruals, considered necessary to fairly present the condensed consolidated financial statements for the interim periods presented have been reflected as required by Rule 10-01 of Regulation S-X.
Operating results for interim periods are not necessarily indicative of the results that may be expected for the related full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC.
These condensed consolidated financial statements include the accounts of StoneX Group Inc. and all entities in which the Company has a controlling financial interest. All material intercompany transactions and balances have been eliminated in consolidation.
The Company’s fiscal year end is September 30, and its fiscal quarters end on December 31, March 31, June 30 and September 30. Unless otherwise stated, all dates refer to fiscal years and fiscal interim periods.
Preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant of these estimates and assumptions relate to fair value measurement for financial instruments, revenue recognition, valuation of inventories, and income taxes. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. The Company reviews all significant estimates affecting the financial statements on a recurring basis and records the effect of any necessary adjustments prior to financial statement issuance. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Estimates and assumptions were considered and made in context with the information reasonably available to the Company as of December 31, 2022 and through the date of this Form 10-Q.
In the Condensed Consolidated Income Statements, the total revenues reported combine gross revenues for the physical commodities business and net revenues for all other businesses. The subtotal Operating revenues in the Condensed
Consolidated Income Statements is calculated by deducting Cost of sales of physical commodities from Total revenues. The subtotal Net operating revenues in the Condensed Consolidated Income Statements is calculated as Operating revenues less Transaction-based clearing expenses, Introducing broker commissions, Interest expense, and Interest expense on corporate funding. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to transactional volumes. Introducing broker commissions include commission paid to certain non-employee third parties that have introduced clients to the Company. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders, direct non-variable expenses, as well as variable and non-variable expenses to operational and administrative employees.
Gain on acquisition
Gain on acquisition contains the value that the Company acquired in excess of consideration paid for business combinations. More details can be found in Note 17.
Accounting Standards
The Company did not adopt any new accounting standards during the three months ended December 31, 2022.
Note 2 – Earnings per Share
The Company presents basic and diluted earnings per share (“EPS”) using the two-class method, which requires all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends and therefore participate in undistributed earnings with common stockholders be included in computing earnings per share. Under the two-class method, net income is reduced by the amount of dividends declared in the period for each class of common stock and participating security. The remaining undistributed earnings are then allocated to common stock and participating securities, based on their respective rights to receive dividends. Restricted stock awards granted to certain employees and directors contain non-forfeitable rights to dividends at the same rate as common stock and are considered participating securities. Basic EPS has been computed by dividing net income by the weighted-average number of common shares outstanding.
The following is a reconciliation of the numerator and denominator of the diluted earnings per share computations for the periods presented below.
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| Three Months Ended December 31, | | |
(in millions, except share amounts) | 2022 | | 2021 | | | | |
Numerator: | | | | | | | |
Net income | $ | 76.6 | | | $ | 41.7 | | | | | |
Less: Allocation to participating securities | (2.4) | | | (1.2) | | | | | |
Net income allocated to common stockholders | $ | 74.2 | | | $ | 40.5 | | | | | |
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Denominator: | | | | | | | |
Weighted average number of: | | | | | | | |
Common shares outstanding | 19,771,816 | | | 19,383,303 | | | | | |
Dilutive potential common shares outstanding: | | | | | | | |
Share-based awards | 728,036 | | | 475,409 | | | | | |
Diluted weighted-average common shares | 20,499,852 | | | 19,858,712 | | | | | |
The dilutive effect of share-based awards is reflected in diluted net income per share by applying the treasury stock method, which includes consideration of unamortized share-based compensation expense.
Options to purchase 83,568 and 282,952 shares of common stock for the three months ended December 31, 2022 and 2021, respectively, were excluded from the calculation of diluted earnings per share as they would have been anti-dilutive.
Note 3 – Assets and Liabilities, at Fair Value
Fair value is defined by U.S. GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants on the measurement date.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Even when market assumptions are not readily available, the Company is required to develop a set of assumptions that reflect those that market participants would use in pricing an asset or liability at the measurement date. The Company uses prices and inputs that are current as of measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
The Company has designed independent price verification controls and periodically performs such controls to ensure the reasonableness of such values.
Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A market is active if there are sufficient transactions on an ongoing basis to provide current pricing information for the asset or liability, pricing information is released publicly, and price quotations do not vary substantially either over time or among market participants. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.
Relevant guidance requires the Company to consider counterparty credit risk of all parties to outstanding derivative instruments that would be considered by a market participant in the transfer or settlement of such contracts (exit price). The Company’s exposure to credit risk on derivative financial instruments principally relates to the portfolio of Over-the-counter (“OTC”) derivative contracts as all exchange-traded contracts held can be settled on an active market with a credit guarantee from the respective exchange. The Company requires each counterparty to deposit margin collateral for all OTC instruments and is also required to deposit margin collateral with counterparties. The Company has assessed the nature of these deposits and used its discretion to adjust each based on the underlying credit considerations for the counterparty and determined that the collateral deposits minimize the exposure to counterparty credit risk in the evaluation of the fair value of OTC instruments as determined by a market participant.
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, the Company groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 - Valuation is based upon unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 1 consists of financial assets and liabilities whose fair values are estimated using quoted market prices.
Level 2 - Valuation is based upon quoted prices for identical or similar assets or liabilities in markets that are less active, that is, markets in which there are few transactions for the asset or liability that are observable for substantially the full term. Included in Level 2 are those financial assets and liabilities for which fair values are estimated using models or other valuation methodologies. These models are primarily industry-standard models that consider various observable inputs, including time value, yield curve, volatility factors, observable current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures.
Level 3 - Valuation is based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Level 3 comprises financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are not readily observable from objective sources. Level 3 includes contingent liabilities that have been valued using an income approach based upon management developed discounted cash flow projections, which are an unobservable input.
The Company had no contingent liabilities as of December 31, 2022 and September 30, 2022, respectively. The Company had certain options related to business combinations classified as Level 3 assets as of December 31, 2022 and no Level 3 assets as of September 30, 2022.
Fair value of financial and nonfinancial assets and liabilities that are carried on the Condensed Consolidated Balance Sheets at fair value on a recurring basis
Cash and cash equivalents reported at fair value on a recurring basis includes certificates of deposit and money market mutual funds, which are stated at cost plus accrued interest, which approximates fair value.
Cash, securities and other assets segregated under federal and other regulations reported at fair value on a recurring basis include the value of pledged investments, primarily U.S. Treasury obligations and commodities warehouse receipts.
Deposits with and receivables from broker-dealers, clearing organizations and counterparties and payable to clients and broker-dealers, clearing organizations and counterparties includes the fair value of pledged investments, primarily U.S. Treasury obligations and foreign government obligations. These balances also include the fair value of exchange-traded options on futures and OTC forwards, swaps and options.
Financial instruments owned and sold, not yet purchased include the fair value of equity securities, which includes common, preferred, and foreign ordinary shares, American Depository Receipts (“ADRs”), Global Depository Receipts (“GDRs”), and exchange-traded funds (“ETFs”), corporate and municipal bonds, U.S. Treasury obligations, U.S. government agency obligations, foreign government obligations, agency mortgage-backed obligations, asset-backed obligations, derivative financial
instruments, commodities warehouse receipts, exchange firm common stock, and investments in managed funds. The fair value of exchange firm common stock is determined by quoted market prices.
Cash equivalents, debt and equity securities, commodities warehouse receipts, physical commodities inventory, derivative financial instruments and contingent liabilities are carried at fair value, on a recurring basis, and are classified and disclosed into three levels in the fair value hierarchy.
The following section describes the valuation methodologies used by the Company to measure classes of financial instruments at fair value and specifies the level within the fair value hierarchy where various financial instruments are classified.
The Company uses quoted prices in active markets, where available, and classifies instruments with such quotes within Level 1 of the fair value hierarchy. Examples include U.S. Treasury obligations, foreign government obligations, commodities warehouse receipts, certain equity securities traded in active markets, physical precious metals inventory held by a regulated broker-dealer subsidiary, exchange firm common stock, investments in managed funds, as well as options on futures contracts traded on national exchanges. The fair value of exchange firm common stock is determined by recent sale transactions and is included within Level 1.
When instruments are traded in secondary markets and observable prices are not available for substantially the full term, the Company generally relies on internal valuation techniques based upon observable inputs for comparable financial instruments, or prices obtained from third-party pricing services or brokers or a combination thereof, and accordingly, classified these instruments as Level 2. Examples include corporate and municipal bonds, U.S. government agency obligations, agency-mortgage backed obligations, asset-backed obligations, certain equity securities traded in less active markets, and OTC derivative contracts, which include purchase and sale commitments related to the Company’s foreign exchange, agricultural, and energy commodities.
Certain derivatives without a quoted price in an active market and derivatives executed OTC are valued using internal valuation techniques, including pricing models which utilize significant inputs observable to market participants. The valuation techniques and inputs depend on the type of derivative and the nature of the underlying instrument. The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest yield curves, foreign exchange rates, commodity prices, volatilities and correlation. These derivative instruments are included within Level 2 of the fair value hierarchy.
Physical commodities inventory includes precious metals that are a part of the trading activities of a regulated broker-dealer subsidiary and is recorded at fair value using exchange-quoted prices. Physical commodities inventory also includes agricultural commodities that are a part of the trading activities of a non-broker dealer subsidiary and are recorded at net realizable value using exchange-quoted prices. The fair value of precious metals physical commodities inventory is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy. The fair value of agricultural physical commodities inventory and the related OTC firm sale and purchase commitments are generally based upon exchange-quoted prices, adjusted for basis or differences in local markets, broker or dealer quotations or market transactions in either listed or OTC markets. Exchange-quoted prices are adjusted for location and quality because the exchange-quoted prices for agricultural and energy related products represent contracts that have standardized terms for commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The basis or local market adjustments are observable inputs or have an insignificant impact on the measurement of fair value and, therefore, the agricultural physical commodities inventory, as well as the related OTC forward firm sale and purchase commitments have been included within Level 2 of the fair value hierarchy.
With the exception of certain derivative instruments where the valuation approach is disclosed above, financial instruments owned and sold are primarily valued using third-party pricing sources. Third-party pricing vendors compile prices from various sources and often apply matrix pricing for similar securities when market-observable transactions for the instruments are not observable for substantially the full term. The Company reviews the pricing methodologies used by third-party pricing vendors in order to evaluate the fair value hierarchy classification of vendor-priced financial instruments and the accuracy of vendor pricing, which typically involves comparing of primary vendor prices to internal trader prices or secondary vendor prices. When evaluating the propriety of vendor-priced financial instruments using secondary prices, considerations include the range and quality of vendor prices, level of observable transactions for identical and similar instruments, and judgments based upon knowledge of a particular market and asset class. If the primary vendor price does not represent fair value, justification for using a secondary price, including source data used to make the determination, is subject to review and approval by authorized personnel prior to using a secondary price. Financial instruments owned and sold that are valued using third party pricing sources are included within either Level 1 or Level 2 of the fair value hierarchy based upon the observability of the inputs used and the level of activity in the market.
The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2022 and September 30, 2022. Although management is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes of these condensed consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
The following tables set forth the Company’s financial and nonfinancial assets and liabilities accounted for at fair value, on a recurring basis, as of December 31, 2022 and September 30, 2022 by level in the fair value hierarchy. All fair value measurements were performed on a recurring basis as of December 31, 2022 and September 30, 2022.
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| December 31, 2022 |
(in millions) | Level 1 | | Level 2 | | Level 3 | | Netting (1) | | Total |
Assets: | | | | | | | | | |
Certificates of deposit | $ | 10.1 | | | $ | — | | | $ | — | | | $ | — | | | $ | 10.1 | |
Money market mutual funds | 40.2 | | | — | | | — | | | — | | | 40.2 | |
Cash and cash equivalents | 50.3 | | | — | | | — | | | — | | | 50.3 | |
Commodities warehouse receipts | 19.9 | | | — | | | — | | | — | | | 19.9 | |
U.S. Treasury obligations | 0.1 | | | — | | | — | | | — | | | 0.1 | |
Securities and other assets segregated under federal and other regulations | 20.0 | | | — | | | — | | | — | | | 20.0 | |
U.S. Treasury obligations | 4,090.7 | | | — | | | — | | | — | | | 4,090.7 | |
To be announced and forward settling securities | — | | | 65.8 | | | — | | | (34.0) | | | 31.8 | |
Foreign government obligations | 15.2 | | | — | | | — | | | — | | | 15.2 | |
Derivatives | 4,360.4 | | | 1,238.1 | | | — | | | (6,606.6) | | | (1,008.1) | |
Deposits with and receivables from broker-dealers, clearing organizations and counterparties, net | 8,466.3 | | | 1,303.9 | | | — | | | (6,640.6) | | | 3,129.6 | |
Receivables from clients, net - Derivatives | 35.0 | | | 394.8 | | | — | | | (429.5) | | | 0.3 | |
Equity securities | 422.3 | | | 24.5 | | | — | | | — | | | 446.8 | |
Corporate and municipal bonds | — | | | 144.9 | | | — | | | — | | | 144.9 | |
U.S. Treasury obligations | 516.3 | | | — | | | — | | | — | | | 516.3 | |
U.S. government agency obligations | — | | | 343.1 | | | — | | | — | | | 343.1 | |
Foreign government obligations | 2.7 | | | — | | | — | | | — | | | 2.7 | |
Agency mortgage-backed obligations | — | | | 2,550.3 | | | — | | | — | | | 2,550.3 | |
Asset-backed obligations | — | | | 57.5 | | | — | | | — | | | 57.5 | |
Derivatives | 4.4 | | | 1,020.0 | | | — | | | (758.3) | | | 266.1 | |
Commodities leases | — | | | 26.1 | | | — | | | — | | | 26.1 | |
Commodities warehouse receipts | 23.4 | | | — | | | — | | | — | | | 23.4 | |
Exchange firm common stock | 10.1 | | | — | | | — | | | — | | | 10.1 | |
Cash flow hedges | — | | | 1.6 | | | — | | | — | | | 1.6 | |
Mutual funds and other | 18.4 | | | 0.1 | | | 0.5 | | | — | | | 19.0 | |
Financial instruments owned | 997.6 | | | 4,168.1 | | | 0.5 | | | (758.3) | | | 4,407.9 | |
Physical commodities inventory | 85.5 | | | 274.8 | | | — | | | — | | | 360.3 | |
Total assets at fair value | $ | 9,654.7 | | | $ | 6,141.6 | | | $ | 0.5 | | | $ | (7,828.4) | | | $ | 7,968.4 | |
Liabilities: | | | | | | | | | |
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Payables to clients - Derivatives | 4,360.9 | | | 140.9 | | | — | | | (5,322.2) | | | (820.4) | |
TBA and forward settling securities | — | | | 46.0 | | | — | | | (32.3) | | | 13.7 | |
Derivatives | 31.2 | | | 1,401.7 | | | — | | | (1,433.1) | | | (0.2) | |
Payable to broker-dealers, clearing organizations and counterparties | 31.2 | | | 1,447.7 | | | — | | | (1,465.4) | | | 13.5 | |
Equity securities | 367.9 | | | 13.3 | | | — | | | — | | | 381.2 | |
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Corporate and municipal bonds | — | | | 93.9 | | | — | | | — | | | 93.9 | |
U.S. Treasury obligations | 1,387.3 | | | — | | | — | | | — | | | 1,387.3 | |
U.S. government agency obligations | — | | | 17.1 | | | — | | | — | | | 17.1 | |
Agency mortgage-backed obligations | — | | | 1.0 | | | — | | | — | | | 1.0 | |
Derivatives | 0.8 | | | 948.7 | | | — | | | (677.1) | | | 272.4 | |
Cash flow hedges | — | | | 54.5 | | | — | | | — | | | 54.5 | |
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Other | — | | | — | | | 1.1 | | | — | | | 1.1 | |
Financial instruments sold, not yet purchased | 1,756.0 | | | 1,128.5 | | | 1.1 | | | (677.1) | | | 2,208.5 | |
Total liabilities at fair value | $ | 6,148.1 | | | $ | 2,717.1 | | | $ | 1.1 | | | $ | (7,464.7) | | | $ | 1,401.6 | |
(1)Represents cash collateral and the impact of netting across at each level of the fair value hierarchy.
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| September 30, 2022 |
(in millions) | Level 1 | | Level 2 | | Level 3 | | Netting (1) | | Total |
Assets: | | | | | | | | | |
Certificates of deposit | $ | 4.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4.0 | |
Money market mutual funds | 39.5 | | | — | | | — | | | — | | | 39.5 | |
Cash and cash equivalents | 43.5 | | | — | | | — | | | — | | | 43.5 | |
Commodities warehouse receipts | 19.7 | | | — | | | — | | | — | | | 19.7 | |
U.S. Treasury obligations | 786.0 | | | — | | | — | | | — | | | 786.0 | |
Securities and other assets segregated under federal and other regulations | 805.7 | | | — | | | — | | | — | | | 805.7 | |
U.S. Treasury obligations | 4,258.5 | | | — | | | — | | | — | | | 4,258.5 | |
TBA and forward settling securities | — | | | 207.6 | | | — | | | (91.4) | | | 116.2 | |
Foreign government obligations | 14.4 | | | — | | | — | | | — | | | 14.4 | |
Derivatives | 7,714.4 | | | 461.4 | | | — | | | (9,747.7) | | | (1,571.9) | |
Deposits with and receivables from broker-dealers, clearing organizations and counterparties, net | 11,987.3 | | | 669.0 | | | — | | | (9,839.1) | | | 2,817.2 | |
Receivables from clients, net - Derivatives | 67.2 | | | 511.6 | | | | | (579.3) | | | (0.5) | |
Equity securities | 367.9 | | | 11.8 | | | — | | | — | | | 379.7 | |
Corporate and municipal bonds | — | | | 156.8 | | | — | | | — | | | 156.8 | |
U.S. Treasury obligations | 347.6 | | | — | | | — | | | — | | | 347.6 | |
U.S. government agency obligations | — | | | 343.0 | | | — | | | — | | | 343.0 | |
Foreign government obligations | 4.8 | | | — | | | — | | | — | | | 4.8 | |
Agency mortgage-backed obligations | — | | | 2,588.7 | | | — | | | — | | | 2,588.7 | |
Asset-backed obligations | — | | | 70.7 | | | — | | | — | | | 70.7 | |
Derivatives | 0.7 | | | 694.3 | | | — | | | (502.4) | | | 192.6 | |
Commodities leases | — | | | 26.4 | | | — | | | — | | | 26.4 | |
Commodities warehouse receipts | 24.9 | | | — | | | — | | | — | | | 24.9 | |
Exchange firm common stock | 10.6 | | | — | | | — | | | — | | | 10.6 | |
Mutual funds and other | 17.4 | | | 4.1 | | | — | | | — | | | 21.5 | |
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Financial instruments owned | 773.9 | | | 3,895.8 | | | — | | | (502.4) | | | 4,167.3 | |
Physical commodities inventory | 136.3 | | | 223.5 | | | — | | | — | | | 359.8 | |
Total assets at fair value | $ | 13,813.9 | | | $ | 5,299.9 | | | $ | — | | | $ | (10,920.8) | | | $ | 8,193.0 | |
Liabilities: | | | | | | | | | |
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Payables to clients - Derivatives | 7,722.5 | | | 175.4 | | | | | (9,290.3) | | | (1,392.4) | |
TBA and forward settling securities | — | | | 154.9 | | | — | | | (96.9) | | | 58.0 | |
Derivatives | 58.7 | | | 590.6 | | | — | | | (651.5) | | | (2.2) | |
Payable to broker-dealers, clearing organizations and counterparties | 58.7 | | | 745.5 | | | — | | | (748.4) | | | 55.8 | |
Equity securities | 299.9 | | | 5.7 | | | — | | | — | | | 305.6 | |
Foreign government obligations | 0.5 | | | — | | | — | | | — | | | 0.5 | |
Corporate and municipal bonds | — | | | 63.2 | | | — | | | — | | | 63.2 | |
U.S. Treasury obligations | 1,686.5 | | | — | | | — | | | — | | | 1,686.5 | |
U.S. government agency obligations | — | | | 24.3 | | | — | | | — | | | 24.3 | |
Agency mortgage-backed obligations | — | | | 5.4 | | | — | | | — | | | 5.4 | |
Derivatives | — | | | 779.7 | | | — | | | (466.3) | | | 313.4 | |
Cash flow hedges | — | | | 70.6 | | | — | | | — | | | 70.6 | |
Other | — | | | 0.1 | | | | | — | | | 0.1 | |
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Financial instruments sold, not yet purchased | 1,986.9 | | | 949.0 | | | — | | | (466.3) | | | 2,469.6 | |
Total liabilities at fair value | $ | 9,768.1 | | | $ | 1,869.9 | | | $ | — | | | $ | (10,505.0) | | | $ | 1,133.0 | |
(1)Represents cash collateral and the impact of netting across at each level of the fair value hierarchy.
Realized and unrealized gains and losses are included in Principal gains, net, Interest income, and Cost of sales of physical commodities in the Condensed Consolidated Income Statements.
Additional disclosures about the fair value of financial instruments that are not carried on the Condensed Consolidated Balance Sheets at fair value
Many, but not all, of the financial instruments that the Company holds are recorded at fair value in the Condensed Consolidated Balance Sheets. The following represents financial instruments in which the ending balance at December 31, 2022 and September 30, 2022 was not carried at fair value in accordance with U.S. GAAP on the Condensed Consolidated Balance Sheets:
Short-term financial instruments: The carrying value of short-term financial instruments, including cash and cash equivalents, cash segregated under federal and other regulations, securities purchased under agreements to resell and securities sold under agreements to repurchase, and securities borrowed and loaned are recorded at amounts that approximate the fair value of these instruments due to their short-term nature and level of collateralization. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market rates. Under the fair value hierarchy, cash and cash equivalents and cash segregated under federal and other regulations are classified as Level 1. Securities purchased under agreements to resell and securities sold under agreements to repurchase, and securities borrowed and loaned are classified as Level 2 under the fair value hierarchy as they are generally overnight or short-term in nature and are collateralized by equity securities, U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations.
Receivables and other assets: Receivables from broker-dealers, clearing organizations, and counterparties, receivables from clients, net, notes receivables, and certain other assets are recorded at amounts that approximate fair value due to their short-term nature and are classified as Level 2 under the fair value hierarchy.
Payables: Payables to clients and payables to broker-dealers, clearing organizations, and counterparties are recorded at amounts that approximate fair value due to their short-term nature and are classified as Level 2 under the fair value hierarchy.
Lenders under loans: Payables to lenders under loans carry variable rates of interest and thus approximate fair value and are classified as Level 2 under the fair value hierarchy.
Senior secured borrowings, net: Senior secured borrowings, net includes the Company's 8.625% Senior Secured Notes due 2025 (the “Senior Secured Notes”), as further described in Note 9, with a carrying value of $339.8 million as of December 31, 2022. The carrying value of the Senior Secured Notes represent their principal amount net of unamortized deferred financing costs and original issue discount. As of December 31, 2022, the Senior Secured Notes had a fair value of $352.2 million and are classified as Level 2 under the fair value hierarchy.
Note 4 – Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk
The Company is party to certain financial instruments with off-balance sheet risk in the normal course of its business. The Company has sold financial instruments that it does not currently own and will therefore be obliged to purchase such financial instruments at a future date. The Company has recorded these obligations in the condensed consolidated financial statements as of December 31, 2022 and September 30, 2022 at the fair values of the related financial instruments. The Company will incur losses if the fair value of the underlying financial instruments increases subsequent to December 31, 2022. The total financial instruments sold, not yet purchased of $2,208.5 million and $2,469.6 million as of December 31, 2022 and September 30, 2022, respectively, includes $272.4 million and $313.4 million for derivative contracts not designated as hedges, respectively, which represented a liability to the Company based on their fair values as of December 31, 2022 and September 30, 2022.
Derivatives
The Company utilizes derivative products in its trading capacity as a dealer in order to satisfy client needs and mitigate risk. The Company manages risks from both derivatives and non-derivative cash instruments on a consolidated basis. The risks of derivatives should not be viewed in isolation, but in aggregate with the Company’s other trading activities. The Company’s derivative positions are included in the Condensed Consolidated Balance Sheets in Deposits with and receivables from broker-dealers, clearing organizations and counterparties, Receivables from clients, net, Financial instruments owned and sold, not yet purchased, at fair value, Payable to clients and Payables to broker-dealers, clearing organizations and counterparties.
Listed below are the fair values of the Company’s derivative assets and liabilities as of December 31, 2022 and September 30, 2022. Assets represent net unrealized gains and liabilities represent net unrealized losses.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | September 30, 2022 |
(in millions) | Assets (1) | | Liabilities (1) | | Assets (1) | | Liabilities (1) |
Derivative contracts not accounted for as hedges: | | | | | | | |
Exchange-traded commodity derivatives | $ | 2,232.4 | | | $ | 2,224.6 | | | $ | 4,520.4 | | | $ | 4,519.3 | |
OTC commodity derivatives | 1,330.5 | | | 1,272.2 | | | 756.9 | | | 695.6 | |
Exchange-traded foreign exchange derivatives | 690.6 | | | 690.6 | | | 25.6 | | | 25.7 | |
OTC foreign exchange derivatives | 833.1 | | | 800.2 | | | 577.1 | | | 549.3 | |
Exchange-traded interest rate derivatives | 1,085.2 | | | 1,086.1 | | | 2,626.8 | | | 2,626.7 | |
OTC interest rate derivatives | 337.9 | | | 337.9 | | | 168.9 | | | 205.1 | |
Exchange-traded equity index derivatives | 391.6 | | | 391.6 | | | 609.5 | | | 609.5 | |
OTC equity and indices derivatives | 151.4 | | | 81.0 | | | 164.4 | | | 95.7 | |
TBA and forward settling securities | 65.8 | | | 46.0 | | | 207.6 | | | 154.9 | |
Subtotal | 7,118.5 | | | 6,930.2 | | | 9,657.2 | | | 9,481.8 | |
Derivative contracts designated as hedging instruments: | | | | | | | |
Interest rate contracts | 0.3 | | | 50.9 | | | — | | | 48.8 | |
Foreign currency forward contracts | 1.3 | | | 3.6 | | | — | | | 21.8 | |
Subtotal | 1.6 | | | 54.5 | | | — | | | 70.6 | |
Gross fair value of derivative contracts | $ | 7,120.1 | | | $ | 6,984.7 | | | $ | 9,657.2 | | | $ | 9,552.4 | |
Impact of netting and collateral | (7,828.4) | | | (7,464.7) | | | (10,920.8) | | | (10,505.0) | |
Total fair value included in Deposits with and receivables from broker-dealers, clearing organizations, and counterparties, net | $ | (976.3) | | | | | $ | (1,455.7) | | | |
Total fair value included in Receivables from clients, net | $ | 0.3 | | | | | $ | (0.5) | | | |
Total fair value included in Financial instruments owned, at fair value | $ | 267.7 | | | | | $ | 192.6 | | | |
Total fair value included in Payables to clients | | | $ | (820.4) | | | | | $ | (1,392.4) | |
Total fair value included in Payables to broker-dealers, clearing organizations and counterparties | | | $ | 13.5 | | | | | $ | 55.8 | |
Total fair value included in Financial instruments sold, not yet purchased, at fair value | | | $ | 326.9 | | | | | $ | 384.0 | |
(1)As of December 31, 2022 and September 30, 2022, the Company’s derivative contract volume for open positions was approximately 11.2 million and 13.3 million contracts, respectively.
The Company’s derivative contracts are principally held in its Commercial and Retail segments. The Company assists its Commercial segment clients in protecting the value of their future production by entering into option or forward agreements with them on an OTC basis. The Company also provides its Commercial segment clients with option products, including combinations of buying and selling puts and calls. In its Retail segment, the Company provides its retail clients with access to spot foreign exchange, precious metals trading, as well as contracts for a difference (“CFDs”) and spread bets, where permitted. The Company mitigates its risk by generally offsetting the client’s transaction simultaneously with one of the Company’s trading counterparties or will offset that transaction with a similar but not identical position on the exchange. The risk mitigation of these offsetting trades is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC. These derivative contracts are traded along with cash transactions because of the integrated nature of the markets for these products. The Company manages the risks associated with derivatives on an aggregate basis along with the risks associated with its proprietary trading and market-making activities in cash instruments as part of its firm-wide risk management policies. In particular, the risks related to derivative positions may be partially offset by inventory, unrealized gains in inventory or cash collateral paid or received.
Hedging Activities
The Company uses interest rate derivatives, in the form of swaps, to hedge risk related to variability in overnight rates. These hedges are designated cash flow hedges, through which the Company mitigates uncertainty in its interest income by converting floating-rate interest income to fixed-rate interest income. While the swaps mitigate interest rate risk, they do introduce credit risk, which is the possibility that the Company’s trading counterparty fails to meet its obligation. The Company minimizes this risk by entering into its swaps with highly-rated, multi-national institutions. In addition to credit risk, there is market risk associated with the swap positions. The Company’s market risk is limited, because any amounts the Company must pay from
having exchanged variable interest will be funded by the variable interest the Company receives on its deposits. As of December 31, 2022 and September 30, 2022, the Company had $2,000.0 million and $1,500.0 million, respectively, in notional value of its interest rate contracts hedges. As of December 31, 2022, the Company’s hedges will all have matured by approximately 2 years from the end of the current period.
The Company also uses foreign currency derivatives, in the form of forward contracts, to hedge risk related to the variability in exchange rates relative to certain of the Company’s non-USD expenditures. These hedges are designated cash flow hedges, through which the Company mitigates variability in exchange rates by exchanging foreign currency for USD at fixed exchange rates at a pre-determined future date, or several cash flows at several pre-determined future dates. While the forward contracts mitigate exchange rate variability risk, they do introduce credit risk, which is the possibility that the Company’s trading counterparty fails to meet its obligation. The Company minimizes this risk by entering into its forward contracts with highly-rated, multi-national institutions. As of December 31, 2022, the Company had foreign currency forward contracts to purchase Polish Zloty with notional values in local currency of zł156.1 million and USD of $33.0 million. As of December 31, 2022 and September 30, 2022, the Company had foreign currency forward contracts to purchase British Pound Sterling with notional values in local currency of £168.0 million and USD of $206.8 million and £168.0 million and USD of $207.3 million, respectively. These hedges will all mature within 2 years from the end of the current period.
The Company assesses the effectiveness of its hedges at each reporting period to identify any required reclassifications into current earnings. During the three months ended December 31, 2022 and 2021, the Company did not designate any portion of its hedges as ineffective and thus did not have any values in current earnings related to ineffective hedges. As of December 31, 2022 and September 30, 2022, $35.7 million and $9.7 million, respectively, of derivative liabilities related to interest rate contracts are expected to be released from Other comprehensive income into current earnings. The Company also had $0.5 million of derivative assets at December 31, 2022 and $1.2 million and $8.9 million of derivative liabilities related to foreign currency forward contracts expected to be released from Other comprehensive income into current earnings at December 31, 2022 and September 30, 2022. The fair values of derivative instruments designated for hedging held as of December 31, 2022 are as follow:
| | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | | September 30, 2022 |
(in millions) | Balance Sheet Location | | Fair Value | | Fair Value |
Asset Derivatives | | | | | |
Derivatives designated as hedging instruments: | | | | | |
Interest rate contracts | Financial instruments owned, net | | $ | 0.3 | | | $ | — | |
Foreign currency forward contracts | Financial instruments owned, net | | 1.3 | | | — | |
Total derivatives designated as hedging instruments | | | $ | 1.6 | | | $ | — | |
| | | | | |
Liability Derivatives | | | | | |
Derivatives designated as hedging instruments: | | | | | |
Interest rate contracts | Financial instruments sold, not yet purchased | | $ | 50.9 | | | $ | 48.8 | |
Foreign currency forward contracts | Financial instruments sold, not yet purchased | | 3.6 | | | 21.8 | |
Total derivatives designated as hedging instruments | | | $ | 54.5 | | | $ | 70.6 | |
The Condensed Consolidated Income Statement effects of derivative instruments designated for hedging held for the three months ended December 31, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | Income Statement Location | | Three Months Ended December 31, 2022 | | Three Months Ended December 31, 2021 | | |
Total amounts in income related to hedges | | | | | | | | | | | | | |
Interest rate contracts | Interest Income | | $ | (5.4) | | | $ | 0.1 | | | | | | | | | |
Foreign currency forward contracts | Compensation and benefits | | (0.2) | | | — | | | | | | | | | |
Total derivatives designated as hedging instruments | | | $ | (5.6) | | | $ | 0.1 | | | | | | | | | |
| | | | | | | | | | | | | |
(Loss)/Gain on cash flow hedging relationships: | | | | | | | | | | | | | |
Amount of (loss)/gain reclassified from accumulated other comprehensive income into income | | | $ | (5.6) | | | $ | 0.1 | | | | | | | | | |
Amount of gain reclassified from accumulated other comprehensive income into income as a result of a forecasted transaction that is no longer probable of occurring | | | $ | — | | | $ | — | | | | | | | | | |
The accumulated other comprehensive income effects of derivative instruments designated for hedging held for three months ended December 31, 2022 and 2021 are as follow:
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2022 |
(in millions) | Amount of Gain/(loss) Recognized in Other Comprehensive Income on Derivatives, net of tax | | Location of amount Reclassified from Accumulated Other Comprehensive Income into Income | | Amount Reclassified from Accumulated Other Comprehensive Income into Income |
Derivatives in Cash Flow Hedging Relationships: | | | | | |
Interest rate contracts | $ | (1.4) | | | Interest Income | | $ | (5.4) | |
Foreign currency forward contracts | 16.1 | | | Compensation and benefits | | (0.2) | |
Total | $ | 14.7 | | | | | $ | (5.6) | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2021 |
(in millions) | Amount of Loss Recognized in Other Comprehensive Income on Derivatives, net of tax
| | Location of Gain Reclassified from Accumulated Other Comprehensive Income into Income | | Amount of Gain Reclassified from Accumulated Other Comprehensive Income into Income |
Derivatives in Cash Flow Hedging Relationships: | | | | | |
Interest rate contracts | $ | 0.1 | | | Interest Income | | $ | 0.1 | |
Total | $ | 0.1 | | | | | $ | 0.1 | |
The following table sets forth the Company’s net gains/(losses) related to derivative financial instruments for the three months ended December 31, 2022 and 2022 in accordance with the Derivatives and Hedging Topic of the ASC. The net gains/(losses) set forth below are included in Principal gains, net and Cost of sales of physical commodities in the Condensed Consolidated Income Statements.
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | |
(in millions) | 2022 | | 2021 | | | | |
Commodities | $ | 54.2 | | | $ | 47.7 | | | | | |
Foreign exchange | 48.8 | | | 35.8 | | | | | |
| | | | | | | |
Interest rate, equities, and indices | 8.3 | | | 25.4 | | | | | |
TBA and forward settling securities | (23.0) | | | (2.1) | | | | | |
Net gains from derivative contracts | $ | 88.3 | | | $ | 106.8 | | | | | |
Credit Risk
In the normal course of business, the Company purchases and sells financial instruments, commodities and foreign currencies as either a principal or agent on behalf of its clients. If either the client or counterparty fails to perform, the Company may be required to discharge the obligations of the nonperforming party. In such circumstances, the Company may sustain a loss if the fair value of the financial instrument, commodity, or foreign currency is different from the contract value of the transaction.
The majority of the Company’s transactions and, consequently, the concentration of its credit exposure are with commodity exchanges, clients, broker-dealers and other financial institutions. These activities primarily involve collateralized and uncollateralized arrangements and may result in credit exposure in the event that a counterparty fails to meet its contractual obligations. The Company’s exposure to credit risk can be directly impacted by volatile financial markets, which may impair counterparties’ ability to satisfy contractual obligations. The Company seeks to control its credit risk through a variety of reporting and control procedures, including establishing credit and/or position limits based upon a review of the counterparties’ financial condition and credit ratings. The Company monitors collateral levels on a daily basis for compliance with regulatory and internal guidelines and requests changes in collateral levels as appropriate.
The Company is a party to financial instruments in the normal course of its business through client and proprietary trading accounts in exchange-traded and OTC derivative instruments. These instruments are primarily the result of the execution of orders for commodity futures, options on futures, OTC swaps and options and spot and forward foreign currency contracts on behalf of its clients, substantially all of which are transacted on a margin basis. Such transactions may expose the Company to significant credit risk in the event that margin requirements are not sufficient to fully cover losses which clients may incur. The Company controls the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with individual exchange regulations and internal guidelines. The Company monitors required margin levels daily, and therefore, may require clients to deposit additional collateral or reduce positions when necessary. The Company also establishes credit limits for clients, which are monitored daily. The Company evaluates each client’s creditworthiness on a case by case basis. Clearing, financing, and settlement activities may require the Company to maintain funds with or pledge securities as
collateral with other financial institutions. Generally, these exposures to both clients and exchanges are subject to master netting, or client agreements, which reduce the exposure to the Company by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held as of December 31, 2022 and September 30, 2022 were adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, the Company monitors collateral fair value on a daily basis and adjusts collateral levels in the event of excess market exposure.
Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the consolidated balance sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and the Company’s positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. The Company attempts to manage its exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits.
Note 5 – Allowance for Doubtful Accounts
The allowance for doubtful accounts related to deposits with and receivables from broker-dealers, clearing organizations, and counterparties was $0.1 million as of December 31, 2022 and $1.4 million as of September 30, 2022. The allowance for doubtful accounts related to receivables from clients was $47.0 million and $46.4 million as of December 31, 2022 and September 30, 2022, respectively. The Company had no allowance for doubtful accounts related to notes receivable as of December 31, 2022 and September 30, 2022.
Activity in the allowance for doubtful accounts for the three months ended December 31, 2022 was as follows:
| | | | | |
(in millions) | |
Balance as of September 30, 2022 | $ | 47.8 | |
Recovery of bad debts | (0.4) | |
Allowance charge-offs | (0.3) | |
| |
| |
Balance as of December 31, 2022 | $ | 47.1 | |
Note 6 – Physical Commodities Inventory
The Company’s inventories consist of finished physical commodities as shown below.
| | | | | | | | | | | |
(in millions) | December 31, 2022 | | September 30, 2022 |
Physical Ag & Energy(1) | $ | 274.8 | | | $ | 223.6 | |
Precious metals - held by broker-dealer subsidiary | 85.5 | | | 136.3 | |
Precious metals - held by non-broker-dealer subsidiaries | 252.4 | | | 153.6 | |
Physical commodities inventory, net | $ | 612.7 | | | $ | 513.5 | |
(1) Physical Ag & Energy consists of agricultural commodity inventories, including corn, soybeans, wheat, dried distillers grain, canola, sorghum, coffee, cocoa, cotton, and others. Agricultural inventories have reliable, readily determinable and realizable market prices, have relatively insignificant costs of disposal and are available for immediate delivery. Physical Ag & Energy also includes energy related inventories, including primarily propane, gasoline, and kerosene. The Company records changes to these values in Cost of sales of physical commodities on the Condensed Consolidated Income Statements.
Note 7 – Goodwill
Goodwill allocated to the Company’s operating segments is as follows:
| | | | | | | | | | | |
(in millions) | December 31, 2022 | | September 30, 2022 |
Commercial | $ | 32.6 | | | $ | 32.6 | |
Institutional | 9.8 | | | 9.8 | |
Retail | 5.8 | | | 5.8 | |
Global Payments | 10.0 | | | 10.0 | |
Goodwill | $ | 58.2 | | | $ | 58.2 | |
Note 8 – Intangible Assets
The gross and net carrying values of intangible assets as of the balance sheet dates, by major intangible asset class are as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | September 30, 2022 |
| Gross Amount | | Accumulated Amortization | | Net Amount | | Gross Amount | | Accumulated Amortization | | Net Amount |
Intangible assets subject to amortization | | | | | | | | | | | |
Trade/domain names | $ | 4.1 | | | $ | (1.8) | | | $ | 2.3 | | | $ | 3.7 | | | $ | (1.6) | | | $ | 2.1 | |
Software programs/platforms | 28.5 | | | (21.7) | | | 6.8 | | | 28.3 | | | (19.4) | | | 8.9 | |
Client and supplier base | 37.9 | | | (19.5) | | | 18.4 | | | 29.5 | | | (18.0) | | | 11.5 | |
Total intangible assets subject to amortization | 70.5 | | | (43.0) | | | 27.5 | | | 61.5 | | | (39.0) | | | 22.5 | |
| | | | | | | | | | | |
Intangible assets not subject to amortization | | | | | | | | | | | |
Website domains | 2.1 | | | — | | | 2.1 | | | 1.8 | | | — | | | 1.8 | |
Business licenses | 3.7 | | | — | | | 3.7 | | | 3.7 | | | — | | | 3.7 | |
Total intangible assets not subject to amortization | 5.8 | | | — | | | 5.8 | | | 5.5 | | | — | | | 5.5 | |
Total intangible assets | $ | 76.3 | | | $ | (43.0) | | | $ | 33.3 | | | $ | 67.0 | | | $ | (39.0) | | | $ | 28.0 | |
Amortization expense related to intangible assets was $3.9 million and $3.7 million for the three months ended December 31, 2022 and 2021, respectively.
As of December 31, 2022, the estimated future amortization expense was as follows:
| | | | | |
(in millions) | |
Fiscal 2023 (remaining nine months) | $ | 10.3 | |
Fiscal 2024 | 6.7 | |
Fiscal 2025 | 3.5 | |
Fiscal 2026 | 2.8 | |
Fiscal 2027 and thereafter | 4.2 | |
Total intangible assets subject to amortization | $ | 27.5 | |
Note 9 – Credit Facilities
Committed Credit Facilities
The Company has four committed credit facilities, including a senior secured term loan, under which the Company and its subsidiaries may borrow up to $1,105.0 million, subject to the terms and conditions for these facilities. The amounts outstanding under these credit facilities carry variable rates of interest, thus approximating fair value. The Company’s committed credit facilities consist of the following:
•A three-year first-lien senior secured syndicated loan facility is available to the Company for general working capital requirements and capital expenditures. This $475.0 million revolving credit facility matures April 21, 2025.
•An unsecured syndicated committed line of credit under which $180.0 million is available to the Company’s wholly owned subsidiary, StoneX Financial Inc., to provide short-term funding of margin to commodity exchanges. The line of credit is subject to annual review and its continued availability is subject to StoneX Financial Inc.’s financial condition and operating results continuing to be satisfactory as set forth in the relevant agreement. This facility was amended during the period to increase the amount available from $75.0 million to $180.0 million and extend the maturity to December 11, 2023.
•A $400.0 million syndicated committed borrowing facility available to the Company’s wholly owned subsidiary, StoneX Commodity Solutions LLC, to finance commodity financing arrangements and commodity repurchase agreements. The facility is secured by the assets of StoneX Commodity Solutions LLC and guaranteed by the Company.
•An unsecured syndicated committed borrowing facility under which $50.0 million is available to the Company’s wholly owned subsidiary, StoneX Financial Ltd., for short-term funding of margin to commodity exchanges. This facility was amended to extend its maturity to October 14, 2023. The facility is guaranteed by the Company.
Uncommitted Credit Facilities
The Company has access to certain uncommitted financing agreements that support its ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of December 31, 2022 and September 30, 2022, the Company had $28.3 million and $0.0 million total borrowings outstanding under these uncommitted credit facilities, respectively.
Note Payable to Bank
In December 2020, the Company obtained a $9.0 million loan from a commercial bank, secured by equipment purchased with the proceeds. The note is payable in monthly installments, with the final payment due during December 2025. The note bears interest at a rate per annum equal to the Index rate, as defined in the agreement, plus 2.35%.
Senior Secured Notes
On June 11, 2020, the Company completed the issuance and sale of $350 million in aggregate principal amount of the Company’s 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. During June 2021, the Company redeemed $1.6 million principal amount of outstanding Notes, for 103% of the principal amount, plus accrued and unpaid interest. The Company used the proceeds from the issuance of the Notes to fund the consideration for the acquisition of Gain Capital Holdings, Inc., to pay acquisition related costs, and to fund the redemption of the amount of Gain’s notes outstanding at acquisition.
The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020. In connection with issuing the Notes, the Company incurred debt issuance costs of $9.5 million, which are being amortized over the term of the Notes under the effective interest method.
The following table sets forth a listing of credit facilities, the current committed amounts as of the report date on the facilities, and outstanding borrowings on the facilities, as well as indebtedness on a promissory note and the Notes as of the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
(in millions) | | | | | | Amounts Outstanding |
| Borrower | Security | Renewal/Expiration Date | | Total Commitment | | December 31, 2022 | | September 30, 2022 |
Committed Credit Facilities | | | | | | | | |
| | | | | | | | | |
| Senior StoneX Group Inc. Committed Credit Facility - Revolving Line of Credit | (1) | April 21, 2025 | | $ | 475.0 | | | $ | 308.0 | | (5) | $ | 260.0 | |
| | | | | | | | | |
| StoneX Financial Inc. | None | December 11, 2023 | | 180.0 | | | — | | (5) | — | |
| StoneX Commodity Solutions LLC | Certain commodities assets | July 28, 2024 | | 400.0 | | | 238.0 | | (5) | 217.0 | |
| StoneX Financial Ltd. | None | October 14, 2023 | | 50.0 | | | — | | (5) | — | |
| | | | | $ | 1,105.0 | | | $ | 546.0 | | | $ | 477.0 | |
| | | | | | | | | |
| | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Uncommitted Credit Facilities | Various | | | | | 28.3 | | (5) | — | |
| Note Payable to Bank | Certain equipment | | | | | 8.0 | | (5) | 8.1 | |
| Senior Secured Notes | (2) | | | | | 339.8 | | (3),(4) | 339.1 | |
Total outstanding borrowings | | | | | | $ | 922.1 | | | $ | 824.2 | |
| | | | | | | | | |
(1) The StoneX Group Inc. committed credit facility is secured by substantially all of the assets of StoneX Group Inc. and certain subsidiaries identified in the credit facility agreement as obligors, and pledged equity of certain subsidiaries identified in the credit facility as limited guarantors.
(2) The Notes and the related guarantees are secured by liens on substantially all of the Company’s and the guarantors’ assets, subject to certain customary and other exceptions and permitted liens. The liens on the assets that secure the Notes and the related guarantees are contractually subordinated to the liens on the assets that secure the Company’s and the guarantors’ existing and future first lien secured indebtedness, including indebtedness under the Company’s senior committed credit facility.
(3) Amounts outstanding under the Notes are reported net of unamortized original issue discount of $8.1 million and $8.8 million, in the respective periods presented.
(4) Included in Senior secured borrowings, net on the Condensed Consolidated Balance Sheets.
(5) Included in Lenders under loans on the Condensed Consolidated Balance Sheets.
As reflected above, some of the Company’s committed credit facilities are scheduled to expire during the next twelve months following the quarterly period ended December 31, 2022. The Company intends to renew or replace the other facilities as they expire, and based on the Company’s liquidity position and capital structure, the Company believes it will be able to do so.
The Company’s credit facility agreements contain financial covenants relating to financial measures on a consolidated basis, as well as on a certain stand-alone subsidiary basis, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with these covenants could result in the debt becoming payable on demand. As of December 31, 2022, the Company was in compliance with all of its financial covenants under its credit facilities.
Note 10 – Securities and Commodity Financing Transactions
The Company enters into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, fund principal debt trading, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs under matched-book trading strategies. These agreements are recorded as collateralized financings at their contractual amounts plus accrued interest. The related interest is recorded in the Condensed Consolidated Income Statements as Interest income or Interest expense, as applicable. In connection with these agreements and transactions, it is the policy of the Company to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with contractual agreements. The collateral is valued daily and the Company may require counterparties to deposit additional collateral or return collateral pledged.
The Company pledges financial instruments owned to collateralize repurchase agreements. At December 31, 2022 and September 30, 2022, financial instruments owned, at fair value of $1,495.8 million and $2,372.3 million, respectively, were pledged as collateral under repurchase agreements. The counterparty has the right to sell or repledge the collateral in connection with these transactions. These financial instruments owned have been pledged as collateral and have been parenthetically disclosed on the Condensed Consolidated Balance Sheets.
In addition, as of December 31, 2022 and September 30, 2022, the Company had securities pledged or repledged of $4,305.6 million and $3,787.8 million, respectively, to cover collateral requirements for tri-party repurchase agreements. These securities have not been parenthetically disclosed on the Condensed Consolidated Balance Sheets because the counterparties do not have the right to sell or repledge the collateral.
The Company also has repledged securities borrowed and client securities held under custodial clearing arrangements to collateralize securities loaned agreements with a fair value of $469.6 million and $1,146.0 million as of December 31, 2022 and September 30, 2022, respectively.
At December 31, 2022 and September 30, 2022, the Company had accepted collateral that it is permitted by contract to sell or repledge. This collateral consists primarily of securities received in reverse repurchase agreements, securities borrowed agreements, and margin securities held on behalf of correspondent brokers. The fair value of such collateral at December 31, 2022 and September 30, 2022, was $8,758.1 million and $5,836.1 million, respectively, of which $1,359.6 million and $1,615.3 million, respectively, was used to cover securities sold short which are recorded in Financial instruments sold, not yet purchased, at fair value on the Condensed Consolidated Balance Sheets. In the normal course of business, this collateral is used by the Company to cover financial instruments sold, not yet purchased, to obtain financing in the form of repurchase agreements, and to meet counterparties’ needs under lending arrangement and matched-booked trading strategies.
The following tables provide the contractual maturities of gross obligations under repurchase and securities lending agreements as of December 31, 2022 and September 30, 2022 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Overnight and Open | | Less than 30 Days | | 30-90 Days | | Over 90 Days | | Total |
Securities sold under agreements to repurchase | $ | 2,856.6 | | | $ | 7,358.8 | | | $ | 47.8 | | | $ | 39.1 | | | $ | 10,302.3 | |
Securities loaned | 483.9 | | | — | | | — | | | — | | | 483.9 | |
Gross amount of secured financing | $ | 3,340.5 | | | $ | 7,358.8 | | | $ | 47.8 | | | $ | 39.1 | | | $ | 10,786.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Overnight and Open | | Less than 30 Days | | 30-90 Days | | Over 90 Days | | Total |
Securities sold under agreements to repurchase | $ | 3,664.7 | | | $ | 2,279.1 | | | $ | 186.3 | | | $ | 3.4 | | | $ | 6,133.5 | |
Securities loaned | 1,189.5 | | | — | | | — | | | — | | | 1,189.5 | |
Gross amount of secured financing | $ | 4,854.2 | | | $ | 2,279.1 | | | $ | 186.3 | | | $ | 3.4 | | | $ | 7,323.0 | |
The following table provides the underlying collateral types of the gross obligations under repurchase and securities lending agreements as of December 31, 2022 and September 30, 2022 (in millions):
| | | | | | | | | | | |
Securities sold under agreements to repurchase | December 31, 2022 | | September 30, 2022 |
U.S. Treasury obligations | $ | 5,128.8 | | | $ | 1,311.0 | |
U.S. government agency obligations | 441.1 | | | 604.1 | |
Asset-backed obligations | 171.2 | | | 178.0 | |
Agency mortgage-backed obligations | 4,255.9 | | | 3,762.5 | |
Foreign government obligations | 125.1 | | | 97.2 | |
Corporate bonds | 180.2 | | | 180.7 | |
Total securities sold under agreement to repurchase | $ | 10,302.3 | | | $ | 6,133.5 | |
| | | |
Securities loaned | | | |
Equity securities | $ | 483.9 | | | $ | 1,189.5 | |
Total securities loaned | 483.9 | | | 1,189.5 | |
Gross amount of secured financing | $ | 10,786.2 | | | $ | 7,323.0 | |
The following tables provide the netting of securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned as of the periods indicated (in millions): | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
Offsetting of collateralized transactions: | Gross Amounts Recognized | | Amounts Offset in the Condensed Consolidated Balance Sheet | | Net Amounts Presented in the Condensed Consolidated Balance Sheet |
Securities purchased under agreements to resell | $ | 8,135.9 | | | $ | (5,382.7) | | | $ | 2,753.2 | |
Securities borrowed | $ | 484.2 | | | $ | — | | | $ | 484.2 | |
Securities sold under agreements to repurchase | $ | 10,302.3 | | | $ | (5,382.7) | | | $ | 4,919.6 | |
Securities loaned | $ | 483.9 | | | $ | — | | | $ | 483.9 | |
| | | | | | | | | | | | | | | | | |
| September 30, 2022 |
Offsetting of collateralized transactions: | Gross Amounts Recognized | | Amounts Offset in the Condensed Consolidated Balance Sheet | | Net Amounts Presented in the Condensed Consolidated Balance Sheet |
Securities purchased under agreements to resell | $ | 4,609.9 | | | $ | (2,937.9) | | | $ | 1,672.0 | |
Securities borrowed | $ | 1,209.8 | | | $ | — | | | $ | 1,209.8 | |
Securities sold under agreements to repurchase | $ | 6,133.5 | | | $ | (2,937.9) | | | $ | 3,195.6 | |
Securities loaned | $ | 1,189.5 | | | $ | — | | | $ | 1,189.5 | |
Note 11 – Commitments and Contingencies
Contingencies
In November 2018, balances in approximately 300 client accounts of the FCM division of the Company’s wholly owned subsidiary, StoneX Financial Inc., declined below required maintenance margin levels and into deficit balances, primarily as a result of significant and unexpected price fluctuations in the natural gas markets. All positions in these accounts, which were managed by OptionSellers.com Inc. (“OptionSellers”), an independent Commodity Trading Advisor (“CTA”), were liquidated in accordance with StoneX Financial Inc.’s client agreements and obligations under market regulation standards.
A CTA is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) and a member of, and subject to audit by, the National Futures Association (“NFA”). OptionSellers was registered under a CFTC Rule 4.7 exemption for providing
services only to “qualified eligible persons,” which requires the account holders authorizing OptionSellers to act as their CTA to meet or exceed certain minimum financial requirements. OptionSellers, in its role as a CTA, had been granted by each of its clients full discretionary authority to manage the trading in the clients’ accounts, while StoneX Financial Inc. acted solely as the clearing firm in its role as the FCM.
StoneX Financial Inc.’s client agreements hold account holders liable for all losses in their accounts and obligate the account holders to reimburse StoneX Financial Inc. for any deficits in their accounts. As of December 31, 2022, the receivable from these client accounts, net of collections and other allowable deductions, was $23.2 million, with no individual account receivable exceeding $1.4 million. As of December 31, 2022, the allowance against these uncollected balances was $6.8 million. The Company is pursuing collection of the uncollected balances through arbitration proceedings against the account holders. The Company will consider developments in these proceedings, and any other relevant matters, in determining whether any changes in the allowance against the uncollected balances are required.
In these and other arbitration proceedings, clients are seeking damages from StoneX Financial Inc. related to the trading losses in their accounts. During the three months ended December 31, 2022, the Company reached privately negotiated settlements of a number of arbitration proceedings, pursuant to which in most cases the account holders agreed to pay all or a substantial portion of their outstanding deficit balances and in some cases the Company agreed to make certain payments to the account holders that are not material to the Company, individually or in the aggregate. The Company intends to continue vigorously pursuing claims through arbitration and settling cases in what the Company determines to be appropriate circumstances. The ultimate outcome of remaining arbitrations cannot presently be determined.
Depending on future collections and the outcomes of arbitration proceedings, any provisions for bad debts and actual losses may or may not be material to the Company’s financial results. However, the Company believes that the likelihood of a material adverse outcome is remote, and does not currently believe that any potential losses related to this matter would impact its ability to comply with its ongoing liquidity, capital, and regulatory requirements.
Legal Proceedings
From time to time and in the ordinary course of business, the Company is involved in various legal actions and proceedings, including tort claims, contractual disputes, employment matters, workers’ compensation claims and collections. The Company carries insurance that provides protection against certain types of claims, up to the relevant policy’s limits.
As of December 31, 2022 and September 30, 2022, the Condensed Consolidated Balance Sheets include loss contingency accruals which are not material, individually or in the aggregate, to the Company’s financial position or liquidity. In the opinion of management, possible exposure from loss contingencies in excess of the amounts accrued, is not likely to be material to the Company’s earnings, financial position or liquidity.
Other than the updates provided within Contingencies, above, there have been no material changes to the legal actions and proceedings compared to September 30, 2022.
Contractual Commitments
Self-Insurance
The Company self-insures its costs related to medical and dental claims. The Company is self-insured, up to a stop loss amount, for eligible participating employees and retirees, and for qualified dependent medical and dental claims, subject to deductibles and limitations. As of December 31, 2022, the Company had $1.3 million accrued for self-insured medical and dental claims included in Accounts payable and other accrued liabilities in the Condensed Consolidated Balance Sheet.
Note 12 – Accumulated Other Comprehensive Loss, Net
Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income. Other comprehensive income includes net actuarial losses from defined benefit pension plans, foreign currency translation adjustments, and cash flow hedge gains or losses. See notes 1 and 4 for additional information on cash flow hedges.
The following table summarizes the changes in accumulated other comprehensive loss, net for the three months ended December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | Foreign Currency Translation Adjustment | | Pension Benefits Adjustment | | Cash Flow Hedge | | | | Accumulated Other Comprehensive Loss, net |
Balances as of September 30, 2022 | | $ | (34.4) | | | $ | (2.7) | | | $ | (53.5) | | | | | $ | (90.6) | |
Other comprehensive income, net of tax | | 8.2 | | | — | | | 14.7 | | | | | 22.9 | |
Balances as of December 31, 2022 | | $ | (26.2) | | | $ | (2.7) | | | $ | (38.8) | | | | | $ | (67.7) | |
| | | | | | | | | | |
Note 13 – Revenue from Contracts with Clients
The Company accounts for revenue earned from contracts with clients for services such as the execution, clearing, brokering, and custody of futures and options on futures contracts, OTC derivatives, and securities, investment management, and underwriting services in accordance with FASB ASC 606, Revenues from Contracts with Customers (Topic 606). Revenues for these services are recognized when the performance obligations related to the underlying transaction are completed.
Revenues are recognized when control of the promised goods or services are transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenues are analyzed to determine whether the Company is the principal (i.e. reports revenue on a gross basis) or agent (i.e., reports revenues on a net basis) in the contract. Principal or agent designations depend primarily on the control an entity has over the good or service before control is transferred to a client. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred, and discretion in establishing the price.
Topic 606 does not apply to revenues associated with dealing, or market-making, activities in financial instruments or contracts in the capacity of a principal, including derivative sales contracts which result in physical settlement and interest income.
The Company’s revenues from contracts with clients subject to Topic 606 represent approximately 7.3% and 6.4% of the Company’s total revenues for the three months ended December 31, 2022 and 2021, respectively.
Revenues within the scope of Topic 606 are presented within Commission and clearing fees and Consulting, management, and account fees on the Condensed Consolidated Income Statements. Revenues that are not within the scope of Topic 606 are presented within Sales of physical commodities, Principal gains, net, and Interest income on the Condensed Consolidated Income Statements.
The following table represents a disaggregation of the Company’s total revenues separated between revenues from contracts with clients and other sources of revenue for the periods indicated. | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | |
(in millions) | 2022 | | 2021 | | | | |
Revenues from contracts with clients: | | | | | | | |
Commission and clearing fees: | | | | | | | |
Sales-based: | | | | | | | |
Exchange-traded futures and options | $ | 48.7 | | | $ | 44.6 | | | | | |
OTC derivative brokerage | 3.6 | | | 4.4 | | | | | |
Equities and fixed income | 15.4 | | | 14.6 | | | | | |
Mutual funds | 0.6 | | | 1.2 | | | | | |
Insurance and annuity products | 1.8 | | | 2.8 | | | | | |
Other | 1.1 | | | 0.8 | | | | | |
Total sales-based commission | 71.2 | | | 68.4 | | | | | |
Trailing: | | | | | | | |
Mutual funds | 3.0 | | | 3.9 | | | | | |
Insurance and annuity products | 3.5 | | | 4.4 | | | | | |
Total trailing commission | 6.5 | | | 8.3 | | | | | |
| | | | | | | |
Clearing fees | 36.0 | | | 36.4 | | | | | |
Trade conversion fees | 2.4 | | | 2.0 | | | | | |
Other | 1.9 | | | 1.2 | | | | | |
Total commission and clearing fees | 118.0 | | | 116.3 | | | | | |
Consulting, management, and account fees: | | | | | | | |
Underwriting fees | 0.2 | | | 0.2 | | | | | |
Asset management fees | 10.7 | | | 10.6 | | | | | |
Advisory and consulting fees | 8.7 | | | 7.5 | | | | | |
Sweep program fees | 11.4 | | | 0.5 | | | | | |
Client account fees | 3.8 | | | 3.7 | | | | | |
Other | 5.0 | | | 1.6 | | | | | |
Total consulting, management, and account fees | 39.8 | | | 24.1 | | | | | |
Sales of physical commodities: | | | | | | | |
Precious metals sales | 788.6 | | | 780.3 | | | | | |
Total revenues from contracts with clients | $ | 946.4 | | | $ | 920.7 | | | | | |
| | | | | | | |
Method of revenue recognition: | | | | | | | |
Point-in-time | $ | 909.1 | | | $ | 893.8 | | | | | |
Time elapsed | 37.3 | | | 26.9 | | | | | |
Total revenues from contracts with clients | 946.4 | | | 920.7 | | | | | |
Other sources of revenues | | | | | | | |
Physical precious metals trading | 10,479.0 | | | 12,315.3 | | | | | |
Physical agricultural and energy product trading | 1,135.8 | | | 823.3 | | | | | |
Principal gains, net | 254.2 | | | 251.1 | | | | | |
Interest income | 196.2 | | | 31.0 | | | | | |
Total revenues | $ | 13,011.6 | | | $ | 14,341.4 | | | | | |
| | | | | | | |
Total revenues by primary geographic region: | | | | | | | |
United States | $ | 1,563.6 | | | $ | 1,124.7 | | | | | |
Europe | 915.0 | | | 884.6 | | | | | |
South America | 62.2 | | | 17.7 | | | | | |
Middle East and Asia | 10,466.3 | | | 12,312.2 | | | | | |
Other | 4.5 | | | 2.2 | | | | | |
Total revenues | $ | 13,011.6 | | | $ | 14,341.4 | | | | | |
| | | | | | | |
Operating revenues by primary geographic region: | | | | | | | |
United States | $ | 489.9 | | | $ | 304.1 | | | | | |
Europe | 101.5 | | | 107.7 | | | | | |
South America | 31.5 | | | 17.7 | | | | | |
Middle East and Asia | 27.4 | | | 18.8 | | | | | |
Other | 4.5 | | | 2.2 | | | | | |
Total operating revenues | $ | 654.8 | | | $ | 450.5 | | | | | |
The substantial majority of the Company’s performance obligations for revenues from contracts with clients are satisfied at a point in time and are typically collected from clients by debiting their accounts with the Company.
Commission and clearing fee revenue and consulting, management, and account fees revenue are primarily related to the Commercial, Institutional and Retail reportable segments. Principal gains, net are contributed by all of the Company’s reportable segments. Interest income is primarily related to the Commercial and Institutional reportable segments. Precious metals trading and agricultural and energy product trading revenues are primarily related to the Commercial reportable segment. Precious metals sales that are recognized on a point-in-time basis are included in the Retail and the Commercial reportable segments
Principal gains, net also includes dividend income on long equity positions and dividend expense on short equity positions, which are recognized on the ex-dividend date. The following table indicates the relevant income and expense:
| | | | | | | | | | | |
| Three Months Ended December 31, |
(in millions) | 2022 | | 2021 |
Dividend income on long equity positions | $ | 14.2 | | | $ | 61.1 | |
Dividend expense on short equity positions | 13.2 | | | 52.3 | |
Dividend income net of dividend expense reported within Principal Gains, net | $ | 1.0 | | | $ | 8.8 | |
Remaining Performance Obligations
Remaining performance obligations are services that the Company has committed to perform in the future in connection with its contracts with clients. The Company’s remaining performance obligations are generally related to its risk management consulting and asset management contracts with clients. Revenues associated with remaining performance obligations related to these contracts with clients are not material to the overall consolidated results of the Company. For the Company’s asset management activities, where fees are calculated based on a percentage of the fair value of eligible assets in client’s accounts, future revenue associated with remaining performance obligations cannot be determined as such fees are subject to fluctuations in the fair value of eligible assets in clients’ accounts.
Note 14 – Other Expenses
Other expenses consisted of the following, for the periods indicated.
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | |
(in millions) | 2022 | | 2021 | | | | |
Non-income taxes | $ | 4.7 | | | $ | 3.6 | | | | | |
Insurance | 2.7 | | | 2.4 | | | | | |
Employee related expenses | 3.6 | | | 2.2 | | | | | |
Other direct business expenses | 4.0 | | | 1.5 | | | | | |
Membership fees | 0.8 | | | 0.7 | | | | | |
Director and public company expenses | 0.5 | | | 0.4 | | | | | |
Office expenses | 0.4 | | | 0.4 | | | | | |
Other expenses | 2.7 | | | 0.7 | | | | | |
Total other expenses | $ | 19.4 | | | $ | 11.9 | | | | | |
Note 15 – Income Taxes
The income tax provision for interim periods comprises income tax on ordinary income/(loss) figures provided at the most recent estimated annual effective income tax rate, adjusted for the income tax effect of discrete items. Management uses an estimated annual effective income tax rate based on the forecasted pretax income/(loss) and statutory tax rates in the various jurisdictions in which it operates. The Company’s effective income tax rate differs from the U.S. statutory income tax rate primarily due to state and local taxes, global intangible low taxed income (“GILTI”), and differing statutory tax rates applied to the income of non-U.S. subsidiaries. The Company records the tax effect of certain discrete items, including the effects of changes in tax laws, tax rates and adjustments with respect to valuation allowances or other unusual or nonrecurring tax adjustments, in the interim period in which they occur, as an addition to, or reduction from, the income tax provision, rather than being included in the estimated effective annual income tax rate. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no income tax benefit can be recognized are excluded from the estimated annual effective income tax rate.
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. The Company is required to assess its deferred tax assets and the need for a valuation allowance at each reporting period. This
assessment requires judgment on the part of management with respect to benefits that may be realized. The Company will record a valuation allowance against deferred tax assets when it is considered more likely than not that all or a portion of the deferred tax assets will not be realized.
Current and Prior Period Tax Expense
Income tax expense of $19.0 million and $10.8 million for the three months ended December 31, 2022 and 2021, respectively, reflects estimated federal, foreign, state and local income taxes.
For the three months ended December 31, 2022 and 2021, the Company’s effective tax rate was 20% and 21%, respectively. The decrease in the effective tax rate for the three months ended December 31, 2022 is due to the permanent difference for non-taxable gain on acquisition, along with share-based compensation discrete items. Excluding these items, the effective tax rate was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, GILTI, U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.
Note 16 – Regulatory Capital Requirements
The Company’s activities are subject to significant governmental regulation, both in the U.S. and in the international jurisdictions in which it operates. Subsidiaries of the Company were in compliance with all of their regulatory requirements as of December 31, 2022. The following table details those subsidiaries with minimum regulatory requirements in excess of $10.0 million along with the actual balance maintained as of that date.
| | | | | | | | | | | | | | | | | |
(in millions) | | | As of December 31, 2022 |
Subsidiary | Regulatory Authority | | Actual | | Minimum Requirement |
StoneX Financial Inc. | SEC and CFTC | | $ | 443.1 | | | $ | 232.4 | |
StoneX Financial Ltd. | Financial Conduct Authority (“FCA”) | | $ | 497.8 | | | $ | 358.0 | |
Gain Capital Group, LLC | CFTC and NFA | | $ | 48.9 | | | $ | 28.7 | |
StoneX Financial Pte. Ltd. | Monetary Authority of Singapore ("MAS") | | $ | 61.9 | | | $ | 15.3 | |
StoneX Markets LLC | CFTC and NFA | | $ | 201.4 | | | $ | 120.8 | |
Certain other subsidiaries of the Company, typically with a minimum requirement less than $10.0 million, are also subject to net capital requirements promulgated by authorities in the countries in which they operate. As of December 31, 2022, all of the Company’s subsidiaries were in compliance with their local regulatory requirements.
Note 17 - Acquisitions
Cotton Distributors Inc.
On October 31, 2022, the Company’s wholly owned subsidiary, StoneX Netherlands B.V., acquired CDI-Societe Cotonniere De Distribution S.A (“CDI”), based in Switzerland. CDI operates a global cotton merchant business with clients and producers in Brazil and West Africa as well as buyers throughout Asia. The purchase price is approximately $42.7 million, which is based on CDI’s estimated acquisition date tangible book value as defined by the terms of the purchase agreement and based on Swiss accounting practices, and an earn-out payment due to the seller. The earn-out value is determined by CDI’s performance with respect to certain contracts entered into before the acquisition date and settling after the closing date.
During the three months ended December 31, 2022, CDI contributed $14.0 million of Net operating revenue and $9.1 million of Net income.
The measurement period for the CDI acquisition remains open as the Company finalizes certain valuation calculations related to intangible assets, net tangible asset value adjustments, the fair values of forward contracts and other derivatives, as well as the earn-out due to the seller. The gain on acquisition was principally due to the fair value of commodity forward purchases and sales contracts and fair value of identified intangible assets acquired exceeding the consideration paid for these assets.
| | | | | |
(in millions) | Fair Value |
Cash and cash equivalents | $ | 8.2 | |
| |
Deposits with and receivables from broker-dealers, clearing organizations, and counterparties | 7.7 |
Receivables from clients, net | 51.9 |
Financial instruments owned, at fair value | 45.7 |
Deferred income taxes, net | (3.3) |
Property and equipment, net | 0.1 |
| |
Physical commodities inventory, net | 22.5 |
Other assets | 6.7 |
Total fair value of tangible assets acquired | 139.5 |
| |
Accounts payable and other accrued liabilities | 40.0 |
Financial instruments sold, not yet purchased, at fair value | 28.3 |
Payables to lenders under loans | 10.1 |
| |
Payable to broker-dealers, clearing organizations, and counterparties | 0.4 |
Payable to clients | 2.6 |
Income taxes payable | 0.8 |
| |
Total fair value of tangible liabilities assumed | 82.2 |
Fair value of tangible net assets acquired | $ | 57.3 | |
| |
Identifiable intangible assets acquired | |
Client relationships | $ | 4.7 | |
Supplier relationships | 3.7 |
Trade name | 0.4 |
Non-compete | 0.1 |
Total fair value of intangible assets acquired | 8.9 |
Fair value of identifiable net assets acquired | 66.2 |
Total merger consideration | 42.7 |
Gain on acquisition | $ | 23.5 | |
Subsequent Acquisition
Incomm S.A.S..
On February 3, 2023, the Company’s subsidiary StoneX Commodity Solutions LLC executed a sale and purchase agreement to acquire all of the outstanding shares of Incomm S.A.S. (“Incomm”), a company duly incorporated and in existence according with the laws of Colombia. This transaction was effective on the closing date of February 3, 2023. Incomm was established to support the import of grain and feed products for Colombian clients, and is a proven resource in management of customs clearing, inventory management at destination ports and providing non-recourse trade finance for destination buyers via local Colombian banks.
The purchase price consists of $0.2 million of cash consideration and also includes a contingent earn-out with annual payments over the four years following the acquisition. The contingent earn-out payments are variable in nature and equal to a percentage of the acquired business line’s pre-tax profits, as defined in the purchase agreement. The business activities of Incomm will be assigned to the Company’s Commercial reportable segment.
Note 18 – Segment Analysis
The Company’s operating segments are principally based on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, its global payments business. The Company manages its business in this manner due to its large global footprint, in which it has more than 3,700 employees allowing it to serve clients in more than 180 countries.
The Company’s business activities are managed as operating segments and organized into reportable segments as follows:
•Commercial
•Institutional
•Retail
•Global Payments
Commercial
The Company offers commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and
physical trading, as well as commodity financing and logistics services. The ability to provide these high-value-added products and services differentiates the Company from its competitors and maximizes the opportunity to retain clients.
Institutional
The Company provides institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally, as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, the Company originates, structures and places debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.
Retail
The Company provides retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex"), both financial trading and physical investment in precious metals, as well as contracts for difference (“CFDs”), which are investment products with returns linked to the performance of underlying assets. In addition, its independent wealth management business offers a comprehensive product suite to retail investors in the U.S.
Global Payments
The Company provides customized foreign exchange and treasury services to banks and commercial businesses, as well as charities and non-governmental organizations and government organizations. The Company provides transparent pricing and offers payments services in more than 185 countries and 140 currencies, which it believes is more than any other payments solution provider.
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The total revenues reported combine gross revenues from physical contracts for subsidiaries that are not broker-dealers and net revenues for all other businesses. In order to reflect the way that the Company’s management views the results, the table below also reflects the segment contribution to ‘operating revenues’, which is shown on the face of the consolidated income statements and which is calculated by deducting physical commodities cost of sales from total revenues.
Segment data includes the profitability measure of net contribution by segment. Net contribution is one of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of the Company’s resources. Net contribution is calculated as revenue less direct cost of sales, transaction-based clearing expenses, variable compensation, introducing broker commissions, and interest expense. Variable compensation paid to risk management consultants/traders generally represents a fixed percentage of revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and an overhead allocation.
Segment data also includes segment income which is calculated as net contribution less non-variable direct expenses of the segment. These non-variable direct expenses include trader base compensation and benefits, operational employee compensation and benefits, communication and data services, business development, professional fees, bad debt expense and other direct expenses.
Inter-segment revenues, expenses, receivables and payables are eliminated upon consolidation.
Total revenues, operating revenues and net operating revenues shown as “Corporate Unallocated” primarily consist of interest income from its centralized corporate treasury function. In the normal course of operations, the Company operates a centralized corporate treasury function in which it may sweep excess cash from certain subsidiaries, where permitted within regulatory limitations, in exchange for a short-term interest bearing intercompany payable, or provide excess cash to subsidiaries in exchange for a short-term interest bearing intercompany receivable in lieu of the subsidiary borrowing on external credit facilities. The intercompany receivables and payables are eliminated during consolidation; however, this practice may impact reported total assets between segments.
Net costs not allocated to operating segments include costs and expenses of certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities.
Information for the reportable segments is shown in accordance with the Segment Reporting Topic of the ASC as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | |
(in millions) | 2022 | | 2021 | | | | |
Total revenues: | | | | | | | |
Commercial | $ | 12,293.5 | | | $ | 13,823.6 | | | | | |
Institutional | 343.5 | | | 161.3 | | | | | |
Retail | 316.2 | | | 316.3 | | | | | |
Global Payments | 55.4 | | | 42.4 | | | | | |
Corporate Unallocated | 12.8 | | | 2.1 | | | | | |
Eliminations | (9.8) | | | (4.3) | | | | | |
Total | $ | 13,011.6 | | | $ | 14,341.4 | | | | | |
Operating revenues: | | | | | | | |
Commercial | $ | 182.4 | | | $ | 152.6 | | | | | |
Institutional | 343.5 | | | 161.3 | | | | | |
Retail | 70.5 | | | 96.4 | | | | | |
Global Payments | 55.4 | | | 42.4 | | | | | |
Corporate Unallocated | 12.8 | | | 2.1 | | | | | |
Eliminations | (9.8) | | | (4.3) | | | | | |
Total | $ | 654.8 | | | $ | 450.5 | | | | | |
Net operating revenues (loss): | | | | | | | |
Commercial | $ | 152.7 | | | $ | 129.7 | | | | | |
Institutional | 143.2 | | | 92.9 | | | | | |
Retail | 43.9 | | | 64.8 | | | | | |
Global Payments | 53.3 | | | 40.3 | | | | | |
Corporate Unallocated | (11.1) | | | (13.9) | | | | | |
Total | $ | 382.0 | | | $ | 313.8 | | | | | |
Net contribution: | | | | | | | |
(Revenues less cost of sales of physical commodities, transaction-based clearing expenses, variable compensation, introducing broker commissions and interest expense) | | | | |
Commercial | $ | 115.7 | | | $ | 90.7 | | | | | |
Institutional | 94.6 | | | 57.4 | | | | | |
Retail | 39.2 | | | 60.0 | | | | | |
Global Payments | 42.1 | | | 31.9 | | | | | |
Total | $ | 291.6 | | | $ | 240.0 | | | | | |
Segment income/(loss): | | | | | | | |
(Net contribution less non-variable direct segment costs) | | | | | | | |
Commercial | $ | 82.8 | | | $ | 65.5 | | | | | |
Institutional | 62.0 | | | 31.9 | | | | | |
Retail | (4.2) | | | 23.4 | | | | | |
Global Payments | 32.3 | | | 24.5 | | | | | |
Total | $ | 172.9 | | | $ | 145.3 | | | | | |
Reconciliation of segment income to income before tax: | | | | |
Segment income | $ | 172.9 | | | $ | 145.3 | | | | | |
Net costs not allocated to operating segments | (100.8) | | | (92.8) | | | | | |
Gain on acquisition | 23.5 | | | — | | | | | |
Income before tax | $ | 95.6 | | | $ | 52.5 | | | | | |
| | | | | | | |
(in millions) | As of December 31, 2022 | | As of September 30, 2022 | | | | |
Total assets: | | | | | | | |
Commercial | $ | 5,225.8 | | | $ | 5,931.0 | | | | | |
Institutional | 12,482.4 | | | 11,687.1 | | | | | |
Retail | 953.5 | | | 971.2 | | | | | |
Global Payments | 420.4 | | | 524.0 | | | | | |
Corporate Unallocated | 750.3 | | | 746.3 | | | | | |
Total | $ | 19,832.4 | | | $ | 19,859.6 | | | | | |