StoneX Group Inc. - Quarter Report: 2022 December (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the Quarterly Period Ended December 31, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the Transition Period From to
Commission File Number 000-23554
StoneX Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 59-2921318 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
230 Park Ave, 10th Floor
New York, NY 10169
(Address of principal executive offices) (Zip Code)
(212) 485-3500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value | SNEX | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, ” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | o | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of February 3, 2023, there were 20,648,685 shares of the registrant’s common stock outstanding.
StoneX Group Inc.
Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2022
Table of Contents
| Page | ||||||||
| Part I. FINANCIAL INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II. OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
StoneX Group Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| (in millions, except par value and share amounts) | December 31, 2022 | September 30, 2022 | |||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 1,252.1 | $ | 1,108.5 | |||||||
Cash, securities and other assets segregated under federal and other regulations (including $20.0 million and $805.7 million at fair value at December 31, 2022 and September 30, 2022, respectively) | 2,318.7 | 3,267.2 | |||||||||
| Collateralized transactions: | |||||||||||
| Securities purchased under agreements to resell | 2,753.2 | 1,672.0 | |||||||||
| Securities borrowed | 484.2 | 1,209.8 | |||||||||
Deposits with and receivables from broker-dealers, clearing organizations and counterparties, net (including $3,129.6 million and $2,817.2 million at fair value at December 31, 2022 and September 30, 2022, respectively) | 6,876.2 | 6,842.6 | |||||||||
Receivable from clients, net (including $0.3 million and $(0.5) million at fair value at December 31, 2022 and September 30, 2022, respectively) | 595.9 | 566.2 | |||||||||
| Notes receivable, net | 5.1 | 5.1 | |||||||||
| Income taxes receivable | 7.1 | 16.8 | |||||||||
Financial instruments owned, at fair value (includes securities pledged as collateral that can be sold or repledged of $1,495.8 million and $2,372.3 million at December 31, 2022 and September 30, 2022, respectively) | 4,407.9 | 4,167.3 | |||||||||
Physical commodities inventory, net (including $360.3 million and $359.8 million at fair value at December 31, 2022 and September 30, 2022, respectively) | 612.7 | 513.5 | |||||||||
| Deferred income taxes, net | 40.0 | 52.0 | |||||||||
| Property and equipment, net | 115.5 | 112.9 | |||||||||
| Operating right of use assets | 120.3 | 121.8 | |||||||||
| Goodwill and intangible assets, net | 91.5 | 86.2 | |||||||||
| Other assets | 152.0 | 117.7 | |||||||||
| Total assets | $ | 19,832.4 | $ | 19,859.6 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and other accrued liabilities | $ | 403.3 | $ | 400.6 | |||||||
| Operating lease liabilities | 146.1 | 143.0 | |||||||||
| Payables to: | |||||||||||
Clients (including $(820.4) million and $(1,392.4) million at fair value at December 31, 2022 and September 30, 2022, respectively) | 9,212.3 | 9,891.0 | |||||||||
Broker-dealers, clearing organizations and counterparties (including $13.5 million and $55.8 million at fair value at December 31, 2022 and September 30, 2022, respectively) | 334.8 | 659.8 | |||||||||
| Lenders under loans | 582.3 | 485.1 | |||||||||
| Senior secured borrowings, net | 339.8 | 339.1 | |||||||||
| Income taxes payable | 25.2 | 16.2 | |||||||||
| Collateralized transactions: | |||||||||||
| Securities sold under agreements to repurchase | 4,919.6 | 3,195.6 | |||||||||
| Securities loaned | 483.9 | 1,189.5 | |||||||||
| Financial instruments sold, not yet purchased, at fair value | 2,208.5 | 2,469.6 | |||||||||
| Total liabilities | 18,655.8 | 18,789.5 | |||||||||
Commitments and contingencies (Note 11) | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $0.01 par value. Authorized 1,000,000 shares; no shares issued or outstanding | — | — | |||||||||
Common stock, $0.01 par value. Authorized 30,000,000 shares; 23,188,290 issued and 20,580,967 outstanding at December 31, 2022 and 22,911,227 issued and 20,303,904 outstanding at September 30, 2022 | 0.2 | 0.2 | |||||||||
Common stock in treasury, at cost. 2,607,323 shares at December 31, 2022 and September 30, 2022 | (69.3) | (69.3) | |||||||||
| Additional paid-in-capital | 347.2 | 340.2 | |||||||||
| Retained earnings | 966.2 | 889.6 | |||||||||
| Accumulated other comprehensive loss, net | (67.7) | (90.6) | |||||||||
| Total equity | 1,176.6 | 1,070.1 | |||||||||
| Total liabilities and stockholders' equity | $ | 19,832.4 | $ | 19,859.6 | |||||||
See accompanying notes to the condensed consolidated financial statements.
1
StoneX Group Inc.
Condensed Consolidated Income Statements
(Unaudited)
| Three Months Ended December 31, | |||||||||||
| (in millions, except share and per share amounts) | 2022 | 2021 | |||||||||
| Revenues: | |||||||||||
| Sales of physical commodities | $ | 12,403.4 | $ | 13,918.9 | |||||||
| Principal gains, net | 254.2 | 251.1 | |||||||||
| Commission and clearing fees | 118.0 | 116.3 | |||||||||
| Consulting, management, and account fees | 39.8 | 24.1 | |||||||||
| Interest income | 196.2 | 31.0 | |||||||||
| Total revenues | 13,011.6 | 14,341.4 | |||||||||
| Cost of sales of physical commodities | 12,356.8 | 13,890.9 | |||||||||
| Operating revenues | 654.8 | 450.5 | |||||||||
| Transaction-based clearing expenses | 67.3 | 70.9 | |||||||||
| Introducing broker commissions | 36.8 | 38.3 | |||||||||
| Interest expense | 154.3 | 15.7 | |||||||||
| Interest expense on corporate funding | 14.4 | 11.8 | |||||||||
| Net operating revenues | 382.0 | 313.8 | |||||||||
| Compensation and other expenses: | |||||||||||
| Compensation and benefits | 199.0 | 175.0 | |||||||||
| Trading systems and market information | 17.7 | 16.1 | |||||||||
| Professional fees | 15.9 | 11.9 | |||||||||
| Non-trading technology and support | 14.8 | 13.0 | |||||||||
| Occupancy and equipment rental | 8.9 | 8.7 | |||||||||
| Selling and marketing | 12.9 | 11.0 | |||||||||
| Travel and business development | 5.7 | 2.9 | |||||||||
| Communications | 2.2 | 1.9 | |||||||||
| Depreciation and amortization | 12.7 | 9.1 | |||||||||
| Bad debts (recoveries), net | 0.7 | (0.2) | |||||||||
| Other | 19.4 | 11.9 | |||||||||
| Total compensation and other expenses | 309.9 | 261.3 | |||||||||
| Gain on acquisition | 23.5 | — | |||||||||
| Income before tax | 95.6 | 52.5 | |||||||||
| Income tax expense | 19.0 | 10.8 | |||||||||
| Net income | $ | 76.6 | $ | 41.7 | |||||||
| Earnings per share: | |||||||||||
| Basic | $ | 3.75 | $ | 2.09 | |||||||
| Diluted | $ | 3.62 | $ | 2.04 | |||||||
| Weighted-average number of common shares outstanding: | |||||||||||
| Basic | 19,771,816 | 19,383,303 | |||||||||
| Diluted | 20,499,852 | 19,858,712 | |||||||||
See accompanying notes to the condensed consolidated financial statements.
2
StoneX Group Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Net income | $ | 76.6 | $ | 41.7 | |||||||
| Other comprehensive gain/(loss), net of tax: | |||||||||||
| Foreign currency translation adjustment | 8.2 | (1.3) | |||||||||
| Cash flow hedges | 14.7 | (0.1) | |||||||||
| Total other comprehensive gain/(loss), net of tax | 22.9 | (1.4) | |||||||||
| Comprehensive income | $ | 99.5 | $ | 40.3 | |||||||
See accompanying notes to the condensed consolidated financial statements.
3
StoneX Group Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 76.6 | $ | 41.7 | |||||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | |||||||||||
| Depreciation and amortization | 12.7 | 9.1 | |||||||||
| Amortization of right of use assets | 3.4 | 3.8 | |||||||||
| Bad debts (recoveries), net | 0.7 | (0.2) | |||||||||
| Deferred income taxes | 4.0 | (0.5) | |||||||||
| Amortization of debt issuance costs | 1.2 | 1.0 | |||||||||
| Amortization of share-based compensation | 5.5 | 4.1 | |||||||||
| Gain on acquisition | (23.5) | — | |||||||||
| Changes in operating assets and liabilities, net: | |||||||||||
| Securities and other assets segregated under federal and other regulations | 585.4 | 2.5 | |||||||||
| Securities purchased under agreements to resell | (1,081.2) | (123.7) | |||||||||
| Securities borrowed | 725.6 | (585.1) | |||||||||
| Deposits with and receivables from broker-dealers, clearing organizations, and counterparties, net | 1,318.9 | (564.7) | |||||||||
| Receivables from clients, net | 21.5 | (66.7) | |||||||||
| Notes receivable, net | — | (0.7) | |||||||||
| Income taxes receivable | 10.0 | 3.9 | |||||||||
| Financial instruments owned, at fair value | (221.1) | 654.0 | |||||||||
| Physical commodities inventory, net | (76.7) | (76.4) | |||||||||
| Other assets | (27.5) | (4.8) | |||||||||
| Accounts payable and other accrued liabilities | (65.5) | (15.8) | |||||||||
| Operating lease liabilities | 1.2 | (2.9) | |||||||||
| Payables to clients | (681.3) | 201.7 | |||||||||
| Payables to broker-dealers, clearing organizations, and counterparties | (325.4) | (260.1) | |||||||||
| Income taxes payable | 8.2 | 5.9 | |||||||||
| Securities sold under agreements to repurchase | 1,724.0 | (249.2) | |||||||||
| Securities loaned | (705.6) | 593.5 | |||||||||
| Financial instruments sold, not yet purchased, at fair value | (244.4) | (170.6) | |||||||||
| Net cash provided by/(used in) operating activities | 1,046.7 | (600.2) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of businesses, net of cash received | (6.5) | — | |||||||||
| Purchases of property and equipment | (11.3) | (7.3) | |||||||||
| Net cash used in investing activities | (17.8) | (7.3) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net change in payables to lenders under loans with maturities 90 days or less | 122.1 | 230.9 | |||||||||
| Proceeds from payables to lenders under loans with maturities greater than 90 days | 110.0 | 71.0 | |||||||||
| Repayments of payables to lenders under loans with maturities greater than 90 days | (145.0) | (61.0) | |||||||||
| Repayments of senior secured term loan | — | (2.5) | |||||||||
| Deferred payments on acquisitions | — | (1.5) | |||||||||
| Exercise of stock options | 1.5 | 4.6 | |||||||||
| Net cash provided by financing activities | 88.6 | 241.5 | |||||||||
| Effect of exchange rates on cash, segregated cash, cash equivalents, and segregated cash equivalents | 8.1 | (1.5) | |||||||||
| Net increase/(decrease) in cash, segregated cash, cash equivalents, and segregated cash equivalents | 1,125.6 | (367.5) | |||||||||
| Cash, segregated cash, cash equivalents, and segregated cash equivalents at beginning of period | 6,285.1 | 6,509.5 | |||||||||
| Cash, segregated cash, cash equivalents, and segregated cash equivalents at end of period | $ | 7,410.7 | $ | 6,142.0 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | 164.9 | $ | 28.5 | |||||||
| Income taxes paid, net of cash refunds | $ | (3.5) | $ | 1.3 | |||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| Identified intangible assets and goodwill on acquisitions | $ | 8.9 | $ | — | |||||||
| Acquisition of business: | |||||||||||
| Assets acquired | $ | 139.5 | $ | — | |||||||
| Liabilities assumed | 82.2 | — | |||||||||
| Total net assets acquired | $ | 57.3 | $ | — | |||||||
See accompanying notes to the condensed consolidated financial statements.
4
StoneX Group Inc.
Condensed Consolidated Statements of Cash Flows - Continued
(Unaudited)
The following table provides a reconciliation of cash, segregated cash, cash equivalents, and segregated cash equivalents reported within the Condensed Consolidated Balance Sheets.
| December 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Cash and cash equivalents | $ | 1,252.1 | $ | 983.4 | |||||||
Cash segregated under federal and other regulations(1) | 2,298.6 | 2,100.2 | |||||||||
Securities segregated under federal and other regulations(1) | 0.1 | — | |||||||||
Cash segregated and deposited with or pledged to exchange-clearing organizations and other futures commission merchants (“FCMs”)(2) | 2,141.0 | 3,058.4 | |||||||||
Securities segregated and pledged to exchange-clearing organizations(2) | 1,718.9 | — | |||||||||
| Total cash, segregated cash, cash equivalents, and segregated cash equivalents shown in the condensed consolidated statements of cash flows | $ | 7,410.7 | $ | 6,142.0 | |||||||
(1) Represents segregated client cash held at third-party banks. Excludes segregated commodity warehouse receipts, segregated U.S. Treasury obligations with original or acquired maturities of greater than 90 days, and other assets of $19.9 million and $11.5 million as of December 31, 2022 and 2021, respectively, included within Cash, securities and other assets segregated under federal and other regulations on the Condensed Consolidated Balance Sheets.
(2) Represents segregated client cash and U.S. Treasury obligations on deposit with, or pledged to, exchange clearing organizations and other FCMs. Excludes non-segregated cash, segregated U.S. Treasury obligations pledged to exchange-clearing organizations with original or acquired maturities greater than 90 days, and other assets of $3,016.3 million and $2,718.0 million as of December 31, 2022 and 2021, respectively, included within Deposits with and receivables from broker-dealers, clearing organizations, and counterparties, net on the Condensed Consolidated Balance Sheets.
See accompanying notes to the condensed consolidated financial statements.
5
StoneX Group Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Three Months Ended December 31, 2021 | |||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss, net | Total | |||||||||||||||||||||||||||||
| Balances as of September 30, 2021 | $ | 0.2 | $ | (69.3) | $ | 315.7 | $ | 682.5 | $ | (25.1) | $ | 904.0 | |||||||||||||||||||||||
| Net income | — | — | — | 41.7 | — | 41.7 | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | (1.4) | (1.4) | |||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 4.6 | — | — | 4.6 | |||||||||||||||||||||||||||||
| Share-based compensation | — | — | 4.1 | — | — | 4.1 | |||||||||||||||||||||||||||||
| Balances as of December 31, 2021 | $ | 0.2 | $ | (69.3) | $ | 324.4 | $ | 724.2 | $ | (26.5) | $ | 953.0 | |||||||||||||||||||||||
| Three Months Ended December 31, 2022 | |||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss, net | Total | |||||||||||||||||||||||||||||
| Balances as of September 30, 2022 | $ | 0.2 | $ | (69.3) | $ | 340.2 | $ | 889.6 | $ | (90.6) | $ | 1,070.1 | |||||||||||||||||||||||
| Net income | — | — | — | 76.6 | — | 76.6 | |||||||||||||||||||||||||||||
| Other comprehensive gain, net of tax | — | — | — | — | 22.9 | 22.9 | |||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 1.5 | — | — | 1.5 | |||||||||||||||||||||||||||||
| Share-based compensation | — | — | 5.5 | — | — | 5.5 | |||||||||||||||||||||||||||||
| Balances as of December 31, 2022 | $ | 0.2 | $ | (69.3) | $ | 347.2 | $ | 966.2 | $ | (67.7) | $ | 1,176.6 | |||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
6
StoneX Group Inc.
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
7
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.
| 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 | |||||||
| 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.
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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
9
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
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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.
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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.
| 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: | |||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||
| 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: | |||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||
| 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.
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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.
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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
15
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 | $ | — | $ | — | |||||||||||||
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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
17
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 | |||||||
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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.
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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.
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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 | |||||||||||||||||||
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| 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 | |||||||
| 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
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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.
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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.
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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 | |||||||
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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
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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.
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| (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
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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.
********
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.
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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 | |||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Throughout this document, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries and the potential impact of the coronavirus (“COVID-19”) pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our clients, suppliers or business customers. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.
Overview
We operate 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. We strive to be the one trusted partner to our clients, providing our network, product and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platform and our team of approximately 3,700 employees as of December 31, 2022. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. See Segment Information for a listing of business activities performed within our reportable segments.
Executive Summary
The first quarter of fiscal 2023 was marked with the continuing effects of inflationary pressures on global markets and significant increases in short term interest rates. Volatility continued in both financial and physical markets, however at more diminished levels than we experienced during much of fiscal 2022. The impact of these effects resulted in continued strong volumes across most of our product offerings during the three months ended December 31, 2022, as well as a significant increase in interest and fee income earned on client balances, however with spreads declining in listed and OTC derivatives as well as FX/CFD contracts. During the three months ended December 31, 2022, we 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 in the APAC region.
Operating revenues increased $204.3 million, or 45%, to $654.8 million in the three months ended December 31, 2022 compared to $450.5 million in the three months ended December 31, 2021, led by our Institutional segment, which added $182.2 million compared to the three months ended December 31, 2021. In addition, our Commercial and Global Payments segments added $29.8 million and $13.0 million, respectively, compared to the three months ended December 31, 2021. Operating revenues in our Retail segment declined $25.9 million, compared to the three months ended December 31, 2021.
Net operating revenues increased $68.2 million, or 22%, to $382.0 million in the three months ended December 31, 2022 compared to $313.8 million in the three months ended December 31, 2021, led by our Institutional segment, which added $50.3 million compared to the three months ended December 31, 2021. In addition, our Commercial and Global Payments segments added $23.0 million and $13.0 million, respectively, compared to the three months ended December 31, 2021. Net operating revenues in our Retail segment declined $20.9 million, compared to the three months ended December 31, 2021.
Interest and fee income on client balances increased $77.9 million, or 939%, to $86.2 million in the three months ended December 31, 2022 compared to the three months ended December 31, 2021, principally driven by a significant increase in short term interest rates as well as strong growth in our client balances, as the average client equity increased $3.5 billion, or
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76%, to $8.2 billion and average money-market/FDIC sweep balances were relatively flat in the three months ended December 31, 2022 compared to the three months ended December 31, 2021.
Overall segment income increased $27.6 million, or 19%, to $172.9 million in the three months ended December 31, 2022 compared to $145.3 million in the three months ended December 31, 2021. This growth in segment income was led by our Institutional segment which increased $30.1 million in the three months ended December 31, 2022 compared to the three months ended December 31, 2021. This growth in segment income was driven by a $182.2 million increase in operating revenues, which was partially offset by a $132.9 million increase in interest expense, of which $93.3 million was related to our activities as an institutional fixed income dealer, as well as a $13.1 million increase in variable compensation and a $7.1 million increase in non-variable direct expenses, compared to the three months ended December 31, 2021.
Segment income in our Commercial segment increased $17.3 million compared to the three months ended December 31, 2021, principally as a result of strong growth in interest/fees earned on client balances as well as in operating revenues derived from physical contracts, both in agricultural products as a result of the acquisition of CDI as well as continued growth in client activity in precious metals in the three months ended December 31, 2022 compared to the three months ended December 31, 2021. This growth was partially offset by a $7.7 million increase in non-variable direct expenses compared to the three months ended December 31, 2021.
Segment income in Global Payments increased $7.8 million in the three months ended December 31, 2022 compared to the three months ended December 31, 2021, principally as a result of a 23% increase in average daily volume (“ADV”) and a 7% increase in rate per million (“RPM”) of global payments transacted.
Our Retail segment had a loss of $4.2 million in the three months ended December 31, 2022 compared to segment income of $23.4 million in the three months ended December 31, 2021. This decline was principally as a result of a 41% decline in operating revenues derived from FX/Contracts for Difference (“CFD”) contracts as a result of diminished volatility and tighter trading ranges in our larger volume markets. In addition, non-variable direct expenses increased $6.8 million compared to the three months ended December 31, 2021.
Interest expense related to corporate funding purposes increased $2.6 million to $14.4 million in the three months ended December 31, 2022 compared to $11.8 million in the three months ended December 31, 2021, principally due to higher short-term interest rates and an increase in debt issuance costs related to the credit facility renewed in April 2022.
On the expense side, we continue to focus on maintaining our variable cost model and limiting the growth of our non-variable expenses. To that end, variable expenses were 54% of total expenses in the three months ended December 31, 2022 compared to 57% in the three months ended December 31, 2021. Non-variable expenses, excluding bad debts, increased $29.6 million, period-over-period, principally due to higher fixed compensation and benefits, professional fees, selling and marketing expenses, depreciation and amortization, travel and business development, trading system and market information and non-trading technology and support.
Our net income increased $34.9 million to $76.6 million in the three months ended December 31, 2022 compared to $41.7 million in the three months ended December 31, 2021. Net income includes a $23.5 million gain on the acquisition of CDI which is included in Gain on acquisition on the Condensed Consolidated Income Statement. This gain on acquisition is non-taxable, and accordingly there is no corresponding income tax provision amount recorded related to the gain. Diluted earnings per share were $3.62 for the three months ended December 31, 2022 compared to $2.04 in the three months ended December 31, 2021.
Recent Events Affecting the Financial Services Industry
On January 31, 2023, we were notified by ION Group, one of our vendors which provides back office trade processing services relating to certain of our listed derivatives businesses, that it had experienced a cybersecurity incident, which rendered certain of its services inaccessible to us and its other clients. As a result of the incident, we imposed restrictions on clients of our UK subsidiary relating to the trading of listed derivatives. We are continuing to assess the impact of the ION incident.
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Selected Summary Financial Information
Results of Operations
Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses. Management believes that operating revenues, which deduct the cost of sales of physical commodities from total revenues, is a more useful financial measure with which to assess our results of operations. The table below sets forth our operating revenues, as well as other key financial measures, for the periods indicated:
Financial Information (Unaudited)
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Revenues: | |||||||||||||||||
| Sales of physical commodities | $ | 12,403.4 | $ | 13,918.9 | (11)% | ||||||||||||
| Principal gains, net | 254.2 | 251.1 | 1% | ||||||||||||||
| Commission and clearing fees | 118.0 | 116.3 | 1% | ||||||||||||||
| Consulting, management, and account fees | 39.8 | 24.1 | 65% | ||||||||||||||
| Interest income | 196.2 | 31.0 | 533% | ||||||||||||||
| Total revenues | 13,011.6 | 14,341.4 | (9)% | ||||||||||||||
| Cost of sales of physical commodities | 12,356.8 | 13,890.9 | (11)% | ||||||||||||||
| Operating revenues | 654.8 | 450.5 | 45% | ||||||||||||||
| Transaction-based clearing expenses | 67.3 | 70.9 | (5)% | ||||||||||||||
| Introducing broker commissions | 36.8 | 38.3 | (4)% | ||||||||||||||
| Interest expense | 154.3 | 15.7 | 883% | ||||||||||||||
| Interest expense on corporate funding | 14.4 | 11.8 | 22% | ||||||||||||||
| Net operating revenues | 382.0 | 313.8 | 22% | ||||||||||||||
| Compensation and benefits | 199.0 | 175.0 | 14% | ||||||||||||||
| Bad debts (recoveries), net | 0.7 | (0.2) | n/m | ||||||||||||||
| Other expenses | 110.2 | 86.5 | 27% | ||||||||||||||
| Total compensation and other expenses | 309.9 | 261.3 | 19% | ||||||||||||||
| Gain on acquisition | 23.5 | — | 100% | ||||||||||||||
| Income before tax | 95.6 | 52.5 | 82% | ||||||||||||||
| Income tax expense | 19.0 | 10.8 | 76% | ||||||||||||||
| Net income | $ | 76.6 | $ | 41.7 | 84% | ||||||||||||
| Balance Sheet information: | December 31, 2022 | December 31, 2021 | % Change | ||||||||||||||
| Total assets | $ | 19,832.4 | $ | 19,229.0 | 3% | ||||||||||||
| Payables to lenders under loans | $ | 582.3 | $ | 489.5 | 19% | ||||||||||||
| Senior secured borrowings, net | $ | 339.8 | $ | 505.2 | (33)% | ||||||||||||
| Stockholders’ equity | $ | 1,176.6 | $ | 953.0 | 23% | ||||||||||||
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The tables below display operating revenues disaggregated across the key products we provide to our clients and select operating data and metrics used by management in evaluating our performance, for the periods indicated.
| All $ amounts are U.S. dollar or U.S. dollar equivalents | Three Months Ended December 31, | ||||||||||||||||
| 2022 | 2021 | % Change | |||||||||||||||
| Operating Revenues (in millions): | |||||||||||||||||
| Listed derivatives | $ | 99.8 | $ | 100.6 | (1)% | ||||||||||||
| Over-the-counter (“OTC”) derivatives | 42.5 | 46.7 | (9)% | ||||||||||||||
| Securities | 234.1 | 122.7 | 91% | ||||||||||||||
| FX / Contracts For Difference (“CFD”) contracts | 48.8 | 72.2 | (32)% | ||||||||||||||
| Global payments | 54.2 | 41.3 | 31% | ||||||||||||||
| Physical contracts | 59.7 | 40.9 | 46% | ||||||||||||||
| Interest / fees earned on client balances | 86.2 | 8.3 | 939% | ||||||||||||||
| Other | 26.5 | 20.0 | 33% | ||||||||||||||
| Corporate Unallocated | 12.8 | 2.1 | 510% | ||||||||||||||
| Eliminations | (9.8) | (4.3) | 128% | ||||||||||||||
| $ | 654.8 | $ | 450.5 | 45% | |||||||||||||
| Volumes and Other Select Data (all $ amounts are U.S. dollar or U.S. dollar equivalents): | |||||||||||||||||
| Listed derivatives (contracts, 000’s) | 40,199 | 36,713 | 9% | ||||||||||||||
Listed derivatives, average rate per contract (1) | $ | 2.33 | $ | 2.62 | (11)% | ||||||||||||
| Average client equity - listed derivatives (millions) | $ | 8,222 | $ | 4,675 | 76% | ||||||||||||
| OTC derivatives (contracts, 000’s) | 717 | 763 | (6)% | ||||||||||||||
| OTC derivatives, average rate per contract | $ | 60.08 | $ | 61.11 | (2)% | ||||||||||||
| Securities average daily volume (“ADV”) (millions) | $ | 4,231 | $ | 2,711 | 56% | ||||||||||||
Securities rate per million (“RPM”) (2) | $ | 422 | $ | 529 | (20)% | ||||||||||||
| Average money market / FDIC sweep client balances (millions) | $ | 1,535 | $ | 1,574 | (2)% | ||||||||||||
| FX / CFD contracts ADV (millions) | $ | 12,830 | $ | 12,793 | —% | ||||||||||||
| FX / CFD contracts RPM | $ | 63 | $ | 86 | (27)% | ||||||||||||
| Global Payments ADV (millions) | $ | 75 | $ | 61 | 23% | ||||||||||||
| Global Payments RPM | $ | 11,431 | $ | 10,637 | 7% | ||||||||||||
(1) | Give-up fees, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract. | |||||||||||||
(2) | Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded. | |||||||||||||
Operating Revenues
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Operating revenues increased $204.3 million, or 45%, to $654.8 million in the three months ended December 31, 2022 compared to $450.5 million in the three months ended December 31, 2021.
Operating revenues derived from listed derivatives declined $0.8 million, or 1%, to $99.8 million in the three months ended December 31, 2022 compared to $100.6 million in the three months ended December 31, 2021. This decline was principally due to an 11% decline in the average rate per contract, which was partially offset by a 9% increase in listed derivative contract volumes compared to the three months ended December 31, 2021.
Operating revenues derived from OTC derivatives declined $4.2 million, or 9%, to $42.5 million in the three months ended December 31, 2022 compared to $46.7 million in the three months ended December 31, 2021. This was the result of 6% and 2% declines in OTC derivative contract volumes and the average rate per contract, respectively, compared to the three months ended December 31, 2021.
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Operating revenues derived from securities transactions increased $111.4 million, or 91%, to $234.1 million in the three months ended December 31, 2022 compared to $122.7 million in the three months ended December 31, 2021. This increase was principally due to a 56% increase in ADV, as well as a significant increase in interest rates. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short term rates, we have amended our calculation of Securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. Net operating revenues derived from securities transactions increased $20.9 million, or 29%, to $93.4 million in the three months ended December 31, 2022 compared to $72.5 million in the three months ended December 31, 2021. This increase was principally due to a 56% increase in ADV, which was partially offset by a 20% decline in RPM as a result of a change in product mix traded.
Operating revenues derived from FX/CFD contracts declined $23.4 million, or 32%, to $48.8 million in the three months ended December 31, 2022 compared to $72.2 million in the three months ended December 31, 2021, principally due to a 27% decline in FX/CFD RPM.
Operating revenues from global payments increased $12.9 million, or 31%, to $54.2 million in the three months ended December 31, 2022 compared to $41.3 million in the three months ended December 31, 2021, principally driven by a 23% increase in ADV and a 7% increase in global payments RPM.
Operating revenues derived from physical contracts increased $18.8 million, or 46%, to $59.7 million in the three months ended December 31, 2022 compared to $40.9 million in the three months ended December 31, 2021. This increase was principally due to the acquisition of CDI, effective October 31, 2022, as well as increased activity in our physical precious metals businesses.
Interest and fee income earned on client balances, which is associated with our listed and OTC derivatives, correspondent clearing, and independent wealth management product offerings, increased $77.9 million, or 939%, to $86.2 million in the three months ended December 31, 2022 compared to $8.3 million in the three months ended December 31, 2021. This was principally driven by an increase in average client equity of 76%, as well as an increase in short-term interest rates.
Interest and Transactional Expenses
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Transaction-based clearing expenses
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| Transaction-based clearing expenses | $ | 67.3 | $ | 70.9 | $ | (3.6) | (5)% | ||||||||||||||||
| Percentage of operating revenues | 10% | 16% | |||||||||||||||||||||
The decrease in transaction-based clearing expense was principally due to lower fees in the Equity Capital Markets business, a decrease in FX / CFD ADV within the Retail Forex business, and a counterparty credit of variable bank fees recognized within our treasury group. The decline in the percentage of operating revenues was principally due to the significant increase in interest income.
Introducing broker commissions
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| Introducing broker commissions | $ | 36.8 | $ | 38.3 | $ | (1.5) | (4)% | ||||||||||||||||
| Percentage of operating revenues | 6% | 9% | |||||||||||||||||||||
The decrease in introducing broker commission expense was principally due to lower revenues within our Independent Wealth Management and Retail Forex businesses, resulting in lower costs, partially offset by higher costs in our Asset Management and Exchange-Traded Futures and Options businesses, as well as incremental expense from the CDI acquisition, effective October 31, 2022. The decline in the percentage of operating revenues was principally due to the significant increase in interest income.
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Interest expense
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| Interest expense attributable to: | |||||||||||||||||||||||
| Trading activities: | |||||||||||||||||||||||
| Institutional dealer in fixed income securities | $ | 96.3 | $ | 3.0 | $ | 93.3 | 3,110% | ||||||||||||||||
| Securities borrowing | 7.9 | 5.7 | 2.2 | 39% | |||||||||||||||||||
| Client balances on deposit | 36.5 | 0.4 | 36.1 | 9,025% | |||||||||||||||||||
| Short-term financing facilities of subsidiaries and other direct interest of operating segments | 13.6 | 6.6 | 7.0 | 106% | |||||||||||||||||||
| 154.3 | 15.7 | 138.6 | 883% | ||||||||||||||||||||
| Corporate funding | 14.4 | 11.8 | 2.6 | 22% | |||||||||||||||||||
| Total interest expense | $ | 168.7 | $ | 27.5 | $ | 141.2 | 513% | ||||||||||||||||
The increase in interest expense attributable to trading activities was principally due to an increase in short term interest rates, an increase in ADV in our fixed income business, an increase in client balances on which we pay interest and an increase in average borrowings within our Commercial segment.
The increase in interest expense attributable to corporate funding was principally due to higher short-term interest rates on our revolving credit facility as well as an increase in average borrowings.
Net Operating Revenues
Net operating revenues is one of the key measures used by management to assess operating segment performance. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.
The table below presents a disaggregation of consolidated net operating revenues used by management in evaluating our performance, for the periods indicated:
| Three Months Ended December 31, | |||||||||||||||||
| 2022 | 2021 | % Change | |||||||||||||||
| Net Operating Revenues (in millions): | |||||||||||||||||
| Listed derivatives | $ | 48.6 | $ | 50.1 | (3)% | ||||||||||||
| OTC derivatives | 42.5 | 46.6 | (9)% | ||||||||||||||
| Securities | 93.4 | 72.5 | 29% | ||||||||||||||
| FX / CFD contracts | 38.1 | 61.1 | (38)% | ||||||||||||||
| Global Payments | 52.1 | 39.2 | 33% | ||||||||||||||
| Physical contracts | 51.0 | 36.5 | 40% | ||||||||||||||
| Interest, net / fees earned on client balances | 49.6 | 7.5 | 561% | ||||||||||||||
| Other | 17.8 | 14.2 | 25% | ||||||||||||||
| Corporate Unallocated | (11.1) | (13.9) | (20)% | ||||||||||||||
| $ | 382.0 | $ | 313.8 | 22% | |||||||||||||
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Compensation and Other Expenses
The following table shows a summary of expenses, other than interest and transactional expenses.
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Compensation and benefits: | |||||||||||||||||
| Variable compensation and benefits | $ | 118.5 | $ | 100.4 | 18% | ||||||||||||
| Fixed compensation and benefits | 80.5 | 74.6 | 8% | ||||||||||||||
| 199.0 | 175.0 | 14% | |||||||||||||||
| Other expenses: | |||||||||||||||||
| Trading systems and market information | 17.7 | 16.1 | 10% | ||||||||||||||
| Professional fees | 15.9 | 11.9 | 34% | ||||||||||||||
| Non-trading technology and support | 14.8 | 13.0 | 14% | ||||||||||||||
| Occupancy and equipment rental | 8.9 | 8.7 | 2% | ||||||||||||||
| Selling and marketing | 12.9 | 11.0 | 17% | ||||||||||||||
| Travel and business development | 5.7 | 2.9 | 97% | ||||||||||||||
| Communications | 2.2 | 1.9 | 16% | ||||||||||||||
| Depreciation and amortization | 12.7 | 9.1 | 40% | ||||||||||||||
| Bad debts, net of recoveries | 0.7 | (0.2) | (450)% | ||||||||||||||
| Other | 19.4 | 11.9 | 63% | ||||||||||||||
| 110.9 | 86.3 | 29% | |||||||||||||||
| Total compensation and other expenses | $ | 309.9 | $ | 261.3 | 19% | ||||||||||||
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Compensation and Other Expenses: Compensation and other expenses increased $48.6 million, or 19%, to $309.9 million in the three months ended December 31, 2022 compared to $261.3 million in the three months ended December 31, 2021.
Compensation and Benefits:
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2022 | 2021 | $ Change | % Change | |||||||||||||||||||
| Compensation and benefits: | |||||||||||||||||||||||
| Variable compensation and benefits | |||||||||||||||||||||||
| Front office | $ | 100.8 | $ | 87.2 | $ | 13.6 | 16% | ||||||||||||||||
| Administrative, executive, and centralized and local operations | 17.7 | 13.2 | 4.5 | 34% | |||||||||||||||||||
| Total variable compensation and benefits | 118.5 | 100.4 | 18.1 | 18% | |||||||||||||||||||
| Variable compensation and benefits as a percentage of net operating revenues | 31% | 32% | |||||||||||||||||||||
| Fixed compensation and benefits: | |||||||||||||||||||||||
| Non-variable salaries | 61.4 | 53.2 | 8.2 | 15% | |||||||||||||||||||
| Employee benefits and other compensation, excluding share-based compensation | 13.5 | 17.3 | (3.8) | (22)% | |||||||||||||||||||
| Share-based compensation | 5.6 | 4.1 | 1.5 | 37% | |||||||||||||||||||
| Total fixed compensation and benefits | 80.5 | 74.6 | 5.9 | 8% | |||||||||||||||||||
| Total compensation and benefits | 199.0 | 175.0 | 24.0 | 14% | |||||||||||||||||||
| Total compensation and benefits as a percentage of operating revenues | 30% | 39% | |||||||||||||||||||||
| Number of employees, end of period | 3,725 | 3,297 | 428 | 13% | |||||||||||||||||||
Non-variable salaries increased principally due to the increase in headcount resulting from expanding capabilities among our business lines, as well as the growth in our operational and overhead departments supporting our business growth.
Employee benefits and other compensation, excluding share-based compensation, decreased principally due to an increase in employee-elected deferred incentive, which is exchanged for restricted stock that will be amortized over a thirty-six month period following the grant date, partially offset by higher payroll, benefits, and retirement costs principally from the increased headcount. Share-based compensation includes stock option and restricted stock expense.
Other Expenses: Other non-compensation expenses increased $24.6 million, or 29%, to $110.9 million in the three months ended December 31, 2022 compared to $86.3 million in the three months ended December 31, 2021.
Trading systems and market information increased $1.6 million, principally due to higher market information costs in the Debt Capital Markets and Equity Capital Markets businesses.
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Professional fees increased $4.0 million, principally due to higher legal, accounting, and other consulting fees.
Non-trading technology and support increased $1.8 million, principally due to higher non-trading software implementation costs related to various IT systems.
Selling and marketing costs increased $1.9 million, principally due to increased campaigns related to our Retail Forex business, as well as increased costs of hosted conferences and marketing communications materials across various businesses.
Travel and business development increased $2.8 million, principally due to higher transportation and lodging costs across several business lines with the lifting of certain social distancing and travel restrictions, following periods of limited travel.
Depreciation and amortization increased $3.6 million, principally due to the incremental depreciation expense from internally developed software placed into service, as well as higher amortization on leasehold improvements and intangibles acquired.
Other expenses increased $7.5 million, principally due to higher non-variable direct business costs, non-compensation employee based expenses, non-income taxes, and certain settlement matters.
Bad debts, net of recoveries increased $0.9 million over the prior year. During the three months ended December 31, 2022, bad debts, net of recoveries were $0.7 million, principally related to client trading account deficits in our Commercial and Retail segments. During the three months ended December 31, 2021, bad debts of $0.5 million were more than offset by recoveries of $0.7 million.
Gain on Acquisition: The results of the three months ended December 31, 2022 include a gain of $23.5 million related to the acquisition of CDI.
Provision for Taxes: The effective income tax rate was 20% in the three months ended December 31, 2022 compared to 21% in the three months ended December 31, 2021. The gain on acquisition of $23.5 million in the three months ended December 31, 2022 was not taxable and reduced the effective income tax rate by 6.5%. The decrease in the effective tax rate for the period ending 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.
Variable vs. Fixed Expenses
The table below sets forth our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicated.
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2022 | % of Total | 2021 | % of Total | |||||||||||||||||||
| Variable compensation and benefits | $ | 118.5 | 29% | $ | 100.4 | 27% | |||||||||||||||||
| Transaction-based clearing expenses | 67.3 | 16% | 70.9 | 20% | |||||||||||||||||||
| Introducing broker commissions | 36.8 | 9% | 38.3 | 10% | |||||||||||||||||||
| Total variable expenses | 222.6 | 54% | 209.6 | 57% | |||||||||||||||||||
| Fixed compensation and benefits | 80.5 | 19% | 74.6 | 20% | |||||||||||||||||||
| Other fixed expenses | 110.2 | 27% | 86.5 | 23% | |||||||||||||||||||
| Bad debts (recoveries), net | 0.7 | —% | (0.2) | —% | |||||||||||||||||||
| Total non-variable expenses | 191.4 | 46% | 160.9 | 43% | |||||||||||||||||||
| Total non-interest expenses | $ | 414.0 | 100% | $ | 370.5 | 100% | |||||||||||||||||
Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.
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Segment Information
Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. We manage our business in this manner due to our large global footprint, in which we have approximately 3,700 employees allowing us to serve clients in more than 180 countries.
Our business activities are managed as operating segments and organized into reportable segments as shown below.
| StoneX Group Inc. | ||||||||||||||||||||||||||||||||
| Commercial | Institutional | Retail | Global Payments | |||||||||||||||||||||||||||||
| Primary Activities: | Primary Activities: | Primary Activities: | Primary Activities: | |||||||||||||||||||||||||||||
| Financial Ag & Energy | Equity Capital Markets | Retail Forex | Global Payments | |||||||||||||||||||||||||||||
| Physical Ag & Energy | Debt Capital Markets | Retail Precious Metals | Payment Technology Services | |||||||||||||||||||||||||||||
| Precious Metals | FX Prime Brokerage | Independent Wealth Management | ||||||||||||||||||||||||||||||
| Exchange-Traded Futures & Options | ||||||||||||||||||||||||||||||||
| Correspondent Clearing | ||||||||||||||||||||||||||||||||
Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.
Net operating revenues are calculated as operating revenues less transaction-based clearing expenses, introducing broker commissions and interest expense.
Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage that can vary by revenue type. This fixed percentage is applied to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and other expenses/allocations.
Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.
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Total Segment Results
The following table shows summary information concerning all of our business segments combined.
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2022 | % of Operating Revenues | 2021 | % of Operating Revenues | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Sales of physical commodities | $ | 12,403.4 | $ | 13,918.9 | |||||||||||||||||||
| Principal gains, net | 255.3 | 250.9 | |||||||||||||||||||||
| Commission and clearing fees | 118.6 | 116.5 | |||||||||||||||||||||
| Consulting, management, and account fees | 39.2 | 23.2 | |||||||||||||||||||||
| Interest income | 192.1 | 34.1 | |||||||||||||||||||||
| Total revenues | 13,008.6 | 14,343.6 | |||||||||||||||||||||
| Cost of sales of physical commodities | 12,356.8 | 13,890.9 | |||||||||||||||||||||
| Operating revenues | 651.8 | 100% | 452.7 | 100% | |||||||||||||||||||
| Transaction-based clearing expenses | 67.1 | 10% | 70.4 | 16% | |||||||||||||||||||
| Introducing broker commissions | 36.8 | 6% | 38.5 | 9% | |||||||||||||||||||
| Interest expense | 154.8 | 24% | 16.1 | 4% | |||||||||||||||||||
| Net operating revenues | 393.1 | 327.7 | |||||||||||||||||||||
| Variable direct compensation and benefits | 101.5 | 16% | 87.7 | 19% | |||||||||||||||||||
| Net contribution | 291.6 | 240.0 | |||||||||||||||||||||
| Fixed compensation and benefits | 45.1 | 39.5 | |||||||||||||||||||||
| Other fixed expenses | 72.9 | 55.4 | |||||||||||||||||||||
| Bad debts (recoveries), net | 0.7 | (0.2) | |||||||||||||||||||||
| Total non-variable direct expenses | 118.7 | 18% | 94.7 | 21% | |||||||||||||||||||
| Segment income | $ | 172.9 | $ | 145.3 | |||||||||||||||||||
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Net contribution for all of our business segments increased $51.6 million, or 22%, to $291.6 million in the three months ended December 31, 2022 compared to $240.0 million in the three months ended December 31, 2021. Segment income increased $27.6 million, or 19%, to $172.9 million in the three months ended December 31, 2022 compared to $145.3 million in the three months ended December 31, 2021.
Commercial
We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing exchange-traded and OTC products, voice brokerage, market intelligence and physical trading, as well as commodity financing and logistics services. We believe providing these high-value-added products and services differentiates us from our competitors and maximizes our opportunity to retain our clients.
40
The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Revenues: | |||||||||||||||||
| Sales of physical commodities | $ | 12,149.4 | $ | 13,696.4 | (11)% | ||||||||||||
| Principal gains, net | 69.7 | 76.1 | (8)% | ||||||||||||||
| Commission and clearing fees | 38.8 | 38.8 | —% | ||||||||||||||
| Consulting, management and account fees | 6.5 | 5.4 | 20% | ||||||||||||||
| Interest income | 29.1 | 6.9 | 322% | ||||||||||||||
| Total revenues | 12,293.5 | 13,823.6 | (11)% | ||||||||||||||
| Cost of sales of physical commodities | 12,111.1 | 13,671.0 | (11)% | ||||||||||||||
| Operating revenues | 182.4 | 152.6 | 20% | ||||||||||||||
| Transaction-based clearing expenses | 13.2 | 13.0 | 2% | ||||||||||||||
| Introducing broker commissions | 7.5 | 6.3 | 19% | ||||||||||||||
| Interest expense | 9.0 | 3.6 | 150% | ||||||||||||||
| Net operating revenues | 152.7 | 129.7 | 18% | ||||||||||||||
| Variable direct compensation and benefits | 37.0 | 39.0 | (5)% | ||||||||||||||
| Net contribution | 115.7 | 90.7 | 28% | ||||||||||||||
| Fixed compensation and benefits | 13.7 | 11.6 | 18% | ||||||||||||||
| Other fixed expenses | 18.7 | 14.2 | 32% | ||||||||||||||
| Bad debts (recoveries), net | 0.5 | (0.6) | n/m | ||||||||||||||
| Non-variable direct expenses | 32.9 | 25.2 | 31% | ||||||||||||||
| Segment income | $ | 82.8 | $ | 65.5 | 26% | ||||||||||||
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Operating revenues (in millions): | |||||||||||||||||
| Listed derivatives | $ | 53.8 | $ | 57.7 | (7)% | ||||||||||||
| OTC derivatives | 42.5 | 46.7 | (9)% | ||||||||||||||
| Physical contracts | 53.7 | 37.4 | 44% | ||||||||||||||
| Interest / fees earned on client balances | 26.1 | 5.4 | 383% | ||||||||||||||
| Other | 6.3 | 5.4 | 17% | ||||||||||||||
| $ | 182.4 | $ | 152.6 | 20% | |||||||||||||
| Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents): | |||||||||||||||||
| Listed derivatives (contracts, 000’s) | 7,887 | 7,499 | 5% | ||||||||||||||
Listed derivatives, average rate per contract (1) | $ | 6.67 | $ | 7.30 | (9)% | ||||||||||||
| Average client equity - listed derivatives (millions) | $ | 2,136 | $ | 1,715 | 25% | ||||||||||||
| OTC derivatives (contracts, 000’s) | 717 | 763 | (6)% | ||||||||||||||
| OTC derivatives, average rate per contract | $ | 60.08 | $ | 61.11 | (2)% | ||||||||||||
(1) | Give-up fees, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract. | |||||||||||||
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Operating revenues increased $29.8 million, or 20%, to $182.4 million in the three months ended December 31, 2022 compared to $152.6 million in the three months ended December 31, 2021. Net operating revenues increased $23.0 million, or 18%, to $152.7 million in the three months ended December 31, 2022 compared to $129.7 million in the three months ended December 31, 2021.
Operating revenues derived from listed derivatives declined $3.9 million, or 7%, to $53.8 million in the three months ended December 31, 2022 compared to $57.7 million in the three months ended December 31, 2021. This decline was principally due to a 9% decrease in the average rate per contract, which was partially offset by a 5% increase in overall listed derivatives contract volumes.
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Operating revenues derived from OTC derivatives declined $4.2 million, or 9%, to $42.5 million in the three months ended December 31, 2022 compared to $46.7 million in the three months ended December 31, 2021. This increase was principally due to a 2% decline in the average rate per contract, as well as a 6% decline in OTC derivative volumes compared to the three months ended December 31, 2021.
Operating revenues derived from physical contracts increased $16.3 million, or 44%, to $53.7 million in the three months ended December 31, 2022 compared to $37.4 million in the three months ended December 31, 2021. This increase was principally due to an $11.8 million increase in operating revenues in our physical agricultural and energy business, primarily as a result of the acquisition of CDI during the three months ended December 31, 2022. In addition, precious metals operating revenues increased $4.7 million compared with the prior year period. Operating revenues during the three months ended December 31, 2022 were unfavorably impacted by losses on derivative positions of $4.2 million, related to physical inventories held at the lower of cost or net realizable value. Operating revenues during the three months ended December 31, 2021 were favorably impacted by realized gains of $0.8 million on the sale of physical inventories carried at the lower of cost or net realizable value, for which losses on related derivative positions were recognized in prior periods.
Interest and fee income earned on client balances increased $20.7 million, or 383%, to $26.1 million in the three months ended December 31, 2022 compared to $5.4 million in the three months ended December 31, 2021 as a result of a 25% increase in average client equity to $2,136 million as well as a significant increase in short term interest rates.
Variable expenses, excluding interest, expressed as a percentage of operating revenues were 32% in the three months ended December 31, 2022 compared to 38% in the three months ended December 31, 2021. The decline in variable expenses as a percentage of operating revenues was principally due to the increase in interest/fees earned on client balances during the three months ended December 31, 2022.
Segment income increased $17.3 million, or 26%, to $82.8 million in the three months ended December 31, 2022 compared to $65.5 million in the three months ended December 31, 2021, principally due to the growth in operating revenues, which was partially offset by a $7.7 million increase in non-variable direct expenses. The increase in non-variable direct expenses was principally driven by a $2.1 million increase in fixed compensation and benefits, a $0.8 million increase in travel and business development, a $0.5 million increase in non-trading technology and support, a $0.5 million increase in depreciation and amortization, as well as a $1.1 million unfavorable variance in bad debt expense compared to the three months ended December 31, 2021.
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Institutional
We provide 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, we originate, structure and place debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.
The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Institutional segment, for the periods indicated.
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Revenues: | |||||||||||||||||
| Sales of physical commodities | $ | — | $ | — | —% | ||||||||||||
| Principal gains, net | 101.2 | 67.4 | 50% | ||||||||||||||
| Commission and clearing fees | 67.5 | 62.3 | 8% | ||||||||||||||
| Consulting, management and account fees | 16.8 | 4.8 | 250% | ||||||||||||||
| Interest income | 158.0 | 26.8 | 490% | ||||||||||||||
| Total revenues | 343.5 | 161.3 | 113% | ||||||||||||||
| Cost of sales of physical commodities | — | — | —% | ||||||||||||||
| Operating revenues | 343.5 | 161.3 | 113% | ||||||||||||||
| Transaction-based clearing expenses | 47.0 | 49.5 | (5)% | ||||||||||||||
| Introducing broker commissions | 8.6 | 7.1 | 21% | ||||||||||||||
| Interest expense | 144.7 | 11.8 | n/m | ||||||||||||||
| Net operating revenues | 143.2 | 92.9 | 54% | ||||||||||||||
| Variable direct compensation and benefits | 48.6 | 35.5 | 37% | ||||||||||||||
| Net contribution | 94.6 | 57.4 | 65% | ||||||||||||||
| Fixed compensation and benefits | 12.7 | 11.0 | 15% | ||||||||||||||
| Other fixed expenses | 20.0 | 14.4 | 39% | ||||||||||||||
| Bad debts (recoveries), net | (0.1) | 0.1 | (200)% | ||||||||||||||
| Non-variable direct expenses | 32.6 | 25.5 | 28% | ||||||||||||||
| Segment income | $ | 62.0 | $ | 31.9 | 94% | ||||||||||||
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Operating revenues (in millions): | |||||||||||||||||
| Listed derivatives | $ | 46.0 | $ | 42.9 | 7% | ||||||||||||
| Securities | 213.0 | 97.5 | 118% | ||||||||||||||
| FX contracts | 9.2 | 5.3 | 74% | ||||||||||||||
| Interest / fees earned on client balances | 59.3 | 2.6 | n/m | ||||||||||||||
| Other | 16.0 | 13.0 | 23% | ||||||||||||||
| $ | 343.5 | $ | 161.3 | 113% | |||||||||||||
| Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents): | |||||||||||||||||
| Listed derivatives (contracts, 000’s) | 32,312 | 29,214 | 11% | ||||||||||||||
Listed derivatives, average rate per contract (1) | $ | 1.27 | $ | 1.42 | (11)% | ||||||||||||
| Average client equity - listed derivatives (millions) | $ | 6,086 | $ | 2,960 | 106% | ||||||||||||
| Securities ADV (millions) | $ | 4,231 | $ | 2,711 | 56% | ||||||||||||
Securities RPM (2) | $ | 422 | $ | 529 | (20)% | ||||||||||||
| Average money market / FDIC sweep client balances (millions) | $ | 1,535 | $ | 1,574 | (2)% | ||||||||||||
| FX contracts ADV ( millions) | $ | 4,868 | $ | 3,934 | 24% | ||||||||||||
| FX contracts RPM | $ | 30 | $ | 20 | 50% | ||||||||||||
(1) | Give-up fee revenues are excluded from the calculation of listed derivatives, average rate per contract. | |||||||||||||
(2) | Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded. | |||||||||||||
43
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Operating revenues increased $182.2 million, or 113%, to $343.5 million in the three months ended December 31, 2022 compared to $161.3 million in the three months ended December 31, 2021. Net operating revenues increased $50.3 million, or 54%, to $143.2 million in the three months ended December 31, 2022 compared to $92.9 million in the three months ended December 31, 2021.
Operating revenues derived from listed derivatives increased $3.1 million, or 7%, to $46.0 million in the three months ended December 31, 2022 compared to $42.9 million in the three months ended December 31, 2021, principally due to a 11% increase in listed derivative contract volumes which was partially offset by a 11% decline in the average rate per contract.
Operating revenues derived from securities transactions increased $115.5 million, or 118%, to $213.0 million in the three months ended December 31, 2022 compared to $97.5 million in the three months ended December 31, 2021. The ADV of securities traded increased 56%, principally driven by increased client activity in both equity and fixed income markets. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short term rates, we have amended our calculation of Securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. The securities RPM decreased 20% in the three months ended December 31, 2022 compared to the three months ended December 31, 2021, principally as a result of a change in product mix traded.
Operating revenues derived from FX contracts increased $3.9 million, or 74%, to $9.2 million in the three months ended December 31, 2022 compared to $5.3 million in the three months ended December 31, 2021, primarily driven by a 24% increase in the ADV of FX contracts and a 50% increase in the FX contract RPM.
Interest and fee income earned on client balances, which is associated with our listed derivative and correspondent clearing businesses increased $56.7 million, principally driven by a significant increase in both average client equity and short-term interest rates.
As a result of the increase in short term interest rates and the increase in ADV, interest expense increased $132.9 million, to $144.7 million in the three months ended December 31, 2022 compared to $11.8 million in the three months ended December 31, 2021, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $93.3 million, interest paid to clients increasing $33.1 million and interest expense directly attributable to securities lending activities increasing $2.2 million compared to the prior year period.
Variable expenses, excluding interest, expressed as a percentage of operating revenues were 30% in the three months ended December 31, 2022 compared to 57% in the three months ended December 31, 2021. The decline in the percentage of operating revenues was principally due to the significant increase in interest income.
Segment income increased $30.1 million, or 94%, to $62.0 million in the three months ended December 31, 2022 compared to $31.9 million in the three months ended December 31, 2021, as a result of the increase in net operating revenues noted above, which was partially offset by a $13.1 million increase in variable compensation, as well as a $7.1 million increase in non-variable direct expenses compared to the three months ended December 31, 2021, including a $1.7 million increase in fixed compensation and benefits, a $1.7 million increase in professional fees and a $1.5 million increase in trading systems and market information.
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Retail
We provide our 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, our independent wealth management business offers a comprehensive product suite to retail investors in the U.S.
The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Retail segment, for the periods indicated.
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Revenues: | |||||||||||||||||
| Sales of physical commodities | $ | 254.0 | $ | 222.5 | 14% | ||||||||||||
| Principal gains, net | 31.8 | 67.2 | (53)% | ||||||||||||||
| Commission and clearing fees | 10.7 | 13.8 | (22)% | ||||||||||||||
| Consulting, management and account fees | 14.9 | 12.4 | 20% | ||||||||||||||
| Interest income | 4.8 | 0.4 | 1,100% | ||||||||||||||
| Total revenues | 316.2 | 316.3 | —% | ||||||||||||||
| Cost of sales of physical commodities | 245.7 | 219.9 | 12% | ||||||||||||||
| Operating revenues | 70.5 | 96.4 | (27)% | ||||||||||||||
| Transaction-based clearing expenses | 5.3 | 6.0 | (12)% | ||||||||||||||
| Introducing broker commissions | 20.2 | 25.0 | (19)% | ||||||||||||||
| Interest expense | 1.1 | 0.6 | 83% | ||||||||||||||
| Net operating revenues | 43.9 | 64.8 | (32)% | ||||||||||||||
| Variable direct compensation and benefits | 4.7 | 4.8 | (2)% | ||||||||||||||
| Net contribution | 39.2 | 60.0 | (35)% | ||||||||||||||
| Fixed compensation and benefits | 13.2 | 12.9 | 2% | ||||||||||||||
| Other fixed expenses | 29.9 | 23.4 | 28% | ||||||||||||||
| Bad debts, net of recoveries | 0.3 | 0.3 | —% | ||||||||||||||
| Non-variable direct expenses | 43.4 | 36.6 | 19% | ||||||||||||||
| Segment (loss) income | $ | (4.2) | $ | 23.4 | (118)% | ||||||||||||
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Operating revenues (in millions): | |||||||||||||||||
| Securities | $ | 21.1 | $ | 25.2 | (16)% | ||||||||||||
| FX / CFD contracts | 39.6 | 66.9 | (41)% | ||||||||||||||
| Physical contracts | 6.0 | 3.5 | 71% | ||||||||||||||
| Interest / fees earned on client balances | 0.8 | 0.3 | 167% | ||||||||||||||
| Other | 3.0 | 0.5 | 500% | ||||||||||||||
| $ | 70.5 | $ | 96.4 | (27)% | |||||||||||||
| Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents): | |||||||||||||||||
| FX / CFD contracts ADV (millions) | $ | 7,962 | $ | 8,860 | (10)% | ||||||||||||
| FX / CFD contracts RPM | $ | 82 | $ | 115 | (29)% | ||||||||||||
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Operating revenues declined $25.9 million, or 27%, to $70.5 million in the three months ended December 31, 2022 compared to $96.4 million in the three months ended December 31, 2021. Net operating revenues decreased $20.9 million, or 32%, to $43.9 million in the three months ended December 31, 2022 compared to $64.8 million in the three months ended December 31, 2021.
Operating revenues derived from FX/CFD contracts declined $27.3 million, or 41%, to $39.6 million in the three months ended December 31, 2022 compared to $66.9 million in the three months ended December 31, 2021 primarily as a result of a 29% decline in RPM and a 10% decline in FX/CFD contracts ADV compared to the three months ended December 31, 2021. These declines were principally driven by diminished volatility and tighter trading ranges in our larger volume markets which resulted in reduced client trading activity and spread capture.
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Operating revenues derived from securities transactions, which relates to our independent wealth management activities, declined $4.1 million, or 16%, to $21.1 million in the three months ended December 31, 2022 compared to $25.2 million in the three months ended December 31, 2021.
Operating revenues derived from physical contracts increased $2.5 million, or 71% to $6.0 million in the three months ended December 31, 2022 compared to $3.5 million in the three months ended December 31, 2021.
Interest and fee income earned on client balances increased $0.5 million, to $0.8 million the three months ended December 31, 2022, primarily as a result of an increase in short term interest rates.
Variable expenses, excluding interest, as a percentage of operating revenues were 43% in the three months ended December 31, 2022 compared to 37% in the three months ended December 31, 2021, with the increase in the variable rate percentage resulting from the decline in operating revenues derived from FX/CFD contracts which have a lower variable expense component.
Segment income decreased $27.6 million to a segment loss of $4.2 million in the three months ended December 31, 2022 compared to segment income of $23.4 million in the three months ended December 31, 2021, primarily as a result of the decline in net operating revenues noted above as well as a $6.8 million increase in non-variable direct expenses compared to the three months ended December 31, 2021. The increase in non-variable direct expenses was principally due to a $1.8 million increase in depreciation and amortization, a $1.1 million increase in selling and marketing expenses, a $0.6 million increase in non-trading technology and support, a $0.3 million increase in travel and business development and a $0.2 million increase in professional fees.
Global Payments
We provide customized foreign exchange and treasury services to banks and commercial businesses, charities, non-governmental organizations, as well as government organizations. We provide transparent pricing and offer payments services in more than 185 countries and 140 currencies, which we believe is more than any other payments solutions provider.
The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Global Payments segment for the periods indicated.
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Revenues: | |||||||||||||||||
| Sales of physical commodities | $ | — | $ | — | —% | ||||||||||||
| Principal gains, net | 52.6 | 40.2 | 31% | ||||||||||||||
| Commission and clearing fees | 1.6 | 1.6 | —% | ||||||||||||||
| Consulting, management, account fees | 1.0 | 0.6 | 67% | ||||||||||||||
| Interest income | 0.2 | — | n/m | ||||||||||||||
| Total revenues | 55.4 | 42.4 | 31% | ||||||||||||||
| Cost of sales of physical commodities | — | — | —% | ||||||||||||||
| Operating revenues | 55.4 | 42.4 | 31% | ||||||||||||||
| Transaction-based clearing expenses | 1.6 | 1.9 | (16)% | ||||||||||||||
| Introducing broker commissions | 0.5 | 0.1 | 400% | ||||||||||||||
| Interest expense | — | 0.1 | (100)% | ||||||||||||||
| Net operating revenues | 53.3 | 40.3 | 32% | ||||||||||||||
| Variable compensation and benefits | 11.2 | 8.4 | 33% | ||||||||||||||
| Net contribution | 42.1 | 31.9 | 32% | ||||||||||||||
| Fixed compensation and benefits | 5.5 | 4.0 | 38% | ||||||||||||||
| Other fixed expenses | 4.3 | 3.4 | 26% | ||||||||||||||
| Bad debts | — | — | —% | ||||||||||||||
| Total non-variable direct expenses | 9.8 | 7.4 | 32% | ||||||||||||||
| Segment income | $ | 32.3 | $ | 24.5 | 32% | ||||||||||||
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| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Operating revenues (in millions): | |||||||||||||||||
| Payments | $ | 54.2 | $ | 41.3 | 31% | ||||||||||||
| Other | 1.2 | 1.1 | 9% | ||||||||||||||
| $ | 55.4 | $ | 42.4 | 31% | |||||||||||||
| Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents): | |||||||||||||||||
| Global Payments ADV (millions) | $ | 75 | $ | 61 | 23% | ||||||||||||
| Global Payments RPM | $ | 11,431 | $ | 10,637 | 7% | ||||||||||||
Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Operating revenues increased $13.0 million, or 31%, to $55.4 million in the three months ended December 31, 2022 compared to $42.4 million in the three months ended December 31, 2021. Net operating revenues increased $13.0 million, or 32%, to $53.3 million in the three months ended December 31, 2022 compared to $40.3 million in the three months ended December 31, 2021.
The increase in operating revenues was principally due to a 23% increase in the average daily notional payment volume as well as a 7% increase in the RPM traded. The increase in payment volume was principally due to seasonal activity from our charitable and non-governmental organization clients, the onboarding of new financial institution clients and increased client activity across our client base.
Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in the three months ended December 31, 2022 compared to 25% in the three months ended December 31, 2021.
Segment income increased $7.8 million, or 32%, to $32.3 million in the three months ended December 31, 2022 compared to $24.5 million in the three months ended December 31, 2021. This increase was principally due to the increase in net operating revenues, partially offset by a $2.4 million increase in non-variable direct expenses, primarily fixed compensation and benefits and recruitment costs related to the expansion of our payment offerings as well as an increase in travel and business development.
Unallocated Costs and Expenses
The following table provides information regarding our unallocated costs and expenses. These unallocated costs and expenses include certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities, which are not included in the results of the operating segments above.
| Three Months Ended December 31, | |||||||||||||||||
| (in millions) | 2022 | 2021 | % Change | ||||||||||||||
| Compensation and benefits: | |||||||||||||||||
| Variable compensation and benefits | $ | 15.5 | $ | 11.4 | 36% | ||||||||||||
| Fixed compensation and benefits | 29.9 | 30.0 | —% | ||||||||||||||
| 45.4 | 41.4 | 10% | |||||||||||||||
| Other expenses: | |||||||||||||||||
| Occupancy and equipment rental | 8.8 | 8.6 | 2% | ||||||||||||||
| Non-trading technology and support | 9.6 | 9.6 | —% | ||||||||||||||
| Professional fees | 7.8 | 5.5 | 42% | ||||||||||||||
| Depreciation and amortization | 5.7 | 5.0 | 14% | ||||||||||||||
| Communications | 1.6 | 1.4 | 14% | ||||||||||||||
| Selling and marketing | 0.9 | 0.7 | 29% | ||||||||||||||
| Trading systems and market information | 2.1 | 1.2 | 75% | ||||||||||||||
| Travel and business development | 1.6 | 0.6 | 167% | ||||||||||||||
| Other | 6.2 | 4.9 | 27% | ||||||||||||||
| 44.3 | 37.5 | 18% | |||||||||||||||
| Total compensation and other expenses | $ | 89.7 | $ | 78.9 | 14% | ||||||||||||
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Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Total unallocated costs and other expenses increased $10.8 million, or 14%, to $89.7 million in the three months ended December 31, 2022 compared to $78.9 million in the three months ended December 31, 2021. Compensation and benefits increased $4.0 million, or 10%, to $45.4 million in the three months ended December 31, 2022 compared to $41.4 million in the three months ended December 31, 2021, principally due to an increase in variable compensation resulting from stronger results of operations as well as an increase in headcount.
Average administrative headcount increased 20% in the three months ended December 31, 2022 compared to the three months ended December 31, 2021, principally within IT development, compliance, and client engagement. Other non-compensation expenses increased $6.8 million, or 18%, to $44.3 million in the three months ended December 31, 2022 compared to $37.5 million in the three months ended December 31, 2021 principally due to higher legal fees, not directly related to a business, market information and travel costs.
Liquidity, Financial Condition and Capital Resources
Overview
Liquidity is our ability to generate sufficient funding to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our operations on a daily basis. Senior management establishes liquidity and capital policies, which we monitor and review for funding from both internal and external sources. We continuously evaluate how effectively our policies support our business operations. We have historically financed our liquidity and capital needs principally with funds generated from our subsidiaries' operations, issuing debt and equity securities, and accessing committed credit facilities. We plan to finance our future operating liquidity and regulatory capital needs in a manner consistent with our past practice. Liquidity and capital matters are reported regularly to our Board of Directors.
StoneX Financial Inc. is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) and is a member of both the Financial Industry Regulatory Authority (“FINRA”) and the Municipal Securities Rulemaking Board (“MSRB”). In addition, StoneX Financial Inc. is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. We require our clients to make margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934. StoneX Financial Inc. is also subject to the Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”).
Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.
StoneX Markets LLC is a CFTC provisionally registered swap dealer, whose business is overseen by the NFA. CFTC 23.154, Calculation of Initial Margin rules impose requirements on registered swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, under which we fall in the final compliance date tier recently extended to September 2022. Additionally, the CFTC finalized the proposed net capital rules applicable to swap dealers on July 22, 2020, with the new rules effective October 6, 2021.
These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., Gain Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.
StoneX Financial Ltd is regulated by the Financial Conduct Authority (“FCA”), the regulator of the financial services industry in the U.K. and is subject to regulations which impose regulatory capital requirements. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s ‘MIFIDPRU’ regulation. To comply with these standards, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and are required to maintain enough liquidity for the firm to survive for one year under the appropriate stressed conditions.
The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.
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In our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be required upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.
We continuously review our overall credit and capital needs to ensure that our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.
As of December 31, 2022, we had total equity of $1,176.6 million, outstanding loans under revolving credit facilities of $582.3 million, and $339.8 million outstanding on our senior secured notes, net of deferred financing costs.
A substantial portion of our assets are liquid. As of December 31, 2022, approximately 97% of our assets consisted of cash; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from exchange-clearing organizations, broker-dealers, clearing organizations and counterparties; client receivables; marketable financial instruments and investments; and physical commodities inventory. All assets that are not client and counterparty deposit financed are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.
Client and Counterparty Credit and Liquidity Risk
Our operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.
As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are obligated to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.
As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from our clients. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models, as well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness.
In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.
We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.
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OptionSellers
In November 2018, balances in approximately 300 accounts of the futures commission merchant (“FCM”) division of our 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. OptionSellers, in its role as a CTA, had been granted by each of its clients full discretionary authority to manage the trading in the client 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 owners liable for all losses in their accounts and obligate the account holders to reimburse StoneX Financial Inc. for any account 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. We are pursuing collection of the uncollected balances through arbitration proceedings against the account holders. We 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. relating to the trading losses in their accounts. During the three months ended December 31, 2022, we reached privately negotiated settlements of a number of arbitration proceedings, pursuant to which in most cases the accounts holders agreed to pay all or a substantial portion of their outstanding deficit balances and in some cases we agreed to make certain payments to the account holders that are not material to us, individually or in the aggregate. We intend to continue vigorously pursuing claims through arbitration and settling cases in what we determine 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 our financial results. However, we believe that the likelihood of a material adverse outcome is remote, and do not believe that any potential losses related to this matter would impact our ability to comply with our ongoing liquidity, capital, and regulatory requirements.
Primary Sources and Uses of Cash
Our cash and cash equivalents and client cash and securities held for clients are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S. treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.
Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions, and our growth. Our total assets as of December 31, 2022 and September 30, 2022, were $19.8 billion and $19.9 billion, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices, and changes in the balances of financial instruments and commodities inventory. StoneX Financial Inc. and StoneX Financial Ltd occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.
The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Markets LLC, and Gain Capital Group, LLC are restricted from being transferred to us or other affiliates due to specific regulatory requirements. This restriction has no current impact on our ability to meet our cash obligations, and no such impact is expected in the future.
We have liquidity and funding policies and processes in place that are intended to maintain sufficient flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds is held with high-quality institutions, under highly-liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.
We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $11.4 million and $4.0 million for the three months ended December 31, 2022 and 2021, respectively, of earnings previously taxed in the U.S., resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.
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Senior Secured Notes
In June 2020, we issued $350 million in aggregate principal amount of our 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. We used the net proceeds from the sale of the Notes to fund the preliminary cash consideration for the acquisition of Gain on the closing date, to pay certain related transactions fees and expenses, and to fund the repayment of Gain’s 5.00% Convertible Senior Notes due 2022, with the exception of $0.5 million which was redeemed in August 2022.
The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior second lien secured basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries.
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. We incurred debt issuance costs of $9.5 million in connection with the issuance of the Notes, which are being amortized over the term of the Notes under the effective interest method. We have had the right, since June 15, 2022, to redeem the Notes, in whole or in part, at the redemption prices set forth in the indenture.
Committed Credit Facilities
As of December 31, 2022, we had four committed bank credit facilities, totaling $1,105.0 million, of which $546.0 million was outstanding. Additional information regarding the committed bank credit facilities can be found in Note 9 of the Condensed Consolidated Financial Statements. The credit facilities include:
•A three-year first-lien senior secured syndicated loan facility committed until April 21, 2025, under which $475.0 million is available to us for general working capital requirements and capital expenditures.
•An unsecured line of credit committed until December 11, 2023, under which $180.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short-term funding of margin to commodity exchanges as necessary.
•A syndicated borrowing facility committed until July 28, 2024, under which $400.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC, to finance commodity financing arrangements and commodity repurchase agreements.
•An unsecured syndicated loan facility committed until October 14, 2023, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $50.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding of margin to commodity exchanges as necessary.
Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone basis for certain subsidiaries, 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 any such covenants could result in the debt becoming payable on demand. As of December 31, 2022, we and our subsidiaries are in compliance with all of our financial covenants under the outstanding facilities.
In accordance with required disclosure as part of our three-year syndicated revolving loan facility, during the trailing twelve months ended December 31, 2022, interest expense directly attributable to trading activities includes $155.6 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $25.2 million in connection with securities lending activities.
As reflected above, certain 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.
Uncommitted Credit Facilities
We have access to certain uncommitted financing agreements that support our 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.
Other Capital Considerations
Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory
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requirements as of December 31, 2022. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 16 of the Condensed Consolidated Financial Statements.
Our subsidiary, StoneX Markets LLC (“StoneX Markets”), is a CFTC provisionally registered swap dealer, and under these capital rules is subject to a minimum regulatory capital requirement. StoneX Markets has elected to utilize the “bank-based” approach, as reflected in CFTC Rule 23.101(a)(1)(i) to calculate its capital requirements. Under the “bank-based” approach StoneX Markets must satisfy the following capital requirements: Common Equity Tier 1 (“CET1”) capital of at least $20 million; (ii) CET1 equal to at least 6.5% of its risk weighted assets (“RWA”); (iii) CET1, Additional Tier 1, and Tier 2 (collectively, total aggregate Bank Holding Company (“BHC”) capital) equal to at least 8% of its RWA; (iv) total aggregate BHC capital equal to 8% of its uncleared swap margin; and (v) the minimum capital required by NFA. Aggregate BHC capital and the related net capital requirement may fluctuate on a daily basis.
During 2016, CFTC 23.154, Calculation of Initial Margin rules came into effect, imposing new requirements on registered swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, with StoneX Markets LLC falling in the final compliance date tier of September 2022.
Compliance with this or other swap-related regulatory capital requirements may require us to devote more capital to these businesses or otherwise restructure our operations, such as by combining these businesses with other regulated subsidiaries that must also satisfy regulatory capital requirements. StoneX Markets LLC has faced, and may continue to face, increased costs due to the registration and regulatory requirements listed above, as may any other of our subsidiaries that may be required to register, or may register voluntarily, as a swap dealer and/or swap execution facility.
Cash Flows
We include client cash and securities that meet the short-term requirement for cash classification to be segregated for regulatory purposes in our Condensed Consolidated Statements of Cash Flows. We hold a significant amount of U.S. Treasury obligations, which represent investments of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our Condensed Consolidated Statements of Cash Flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of U.S. Treasury securities representing investment of clients’ funds and U.S. Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the consolidated statements of cash flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S. Treasury securities that have original or acquired maturities that are greater than 90 days.
Our cash, segregated cash, cash equivalents, and segregated cash equivalents increased by $1,125.6 million from $6,285.1 million as of September 30, 2022 to $7,410.7 million as of December 31, 2022. During the three months ended December 31, 2022, net cash of $1,046.7 million was provided by operating activities, $17.8 million was used in investing activities and net cash of $88.6 million was provided by financing activities.
Net cash provided by financing activities during the three months ended December 31, 2022 included significant inflows from payables to lenders under 90 days of $122.1 million. Further outflows related to repayments on our revolving line of credit with maturities greater than 90 days exceeding borrowings by $35.0 million. Also, we recorded $1.5 million in funds received for stock option exercises.
In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.
Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.
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We continuously evaluate opportunities to expand our business. Investing activities included $11.3 million in capital expenditures for property and equipment during the three months ended December 31, 2022 compared to $7.3 million during the prior year. Additionally, we expended $6.5 million of net cash on the CDI acquisition.
Fluctuations in exchange rates increased our cash, segregated cash, cash equivalents and segregated cash equivalents by $8.1 million.
On August 23, 2022, our Board of Directors authorized the repurchase of up to 1.0 million shares of our outstanding common stock in open market purchases and private transactions, commencing on October 1, 2022 and ending on September 30, 2023. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.
Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources. Based upon our current operations, we believe that cash flows from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs for the following year. Any projections of future earnings and cash flows are subject to substantial uncertainty, particularly in light of the rapidly changing market and economic conditions created by the COVID-19 pandemic. We may need to access debt and equity markets in the future if unforeseen costs or opportunities arise, to meet working capital requirements, fund acquisitions or investments or repay our indebtedness under credit facilities. If we need to obtain new debt or equity financing in the future, the terms and availability of such financing may be impacted by economic and financial market conditions, as well as our financial condition and results of operations at the time we seek additional financing. Although we believe that our financial resources will allow us to manage the anticipated impact of COVID-19 on our operations for the foreseeable future, the challenges posed by COVID-19 on our business are expected to continue to shift rapidly. Consequently, we will continue to assess our liquidity needs and anticipated capital requirements in light of future developments, particularly those relating to COVID-19.
Commitments
Information about our commitments and contingent liabilities is contained in Note 11 of the Condensed Consolidated Financial Statements.
Off Balance Sheet Arrangements
We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based financial services firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. 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 Condensed Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our 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. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.
A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us 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 are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we
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monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.
As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair their ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.
We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.
Additionally, we hold options and futures on options contracts resulting from market-making and proprietary trading activities in these product lines. We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.
As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the condensed consolidated financial statements as of December 31, 2022 and September 30, 2022, at fair value of the related financial instruments, totaling $2,208.5 million and $2,469.6 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Condensed Consolidated Balance Sheets in Financial instruments owned, at fair value and Physical commodities inventory, net. We will incur losses if the fair value of the financial instruments sold, not yet purchased, increases subsequent to December 31, 2022, which might be partially or wholly offset by gains in the value of assets held as of December 31, 2022. The totals of $2,208.5 million and $2,469.6 million include a net liability of $272.4 million and $313.4 million for derivatives, based on their fair value as of December 31, 2022 and September 30, 2022, respectively.
We do not anticipate non-performance by counterparties in the above situations. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.
We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guaranties to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2022.
Effects of Inflation
Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, occupancy and equipment rental, may result from inflation, while we may not be readily recoverable from increasing the prices of our services. Rising interest rates are generally favorable for us, to the extent that inflation has other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.
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Critical Accounting Policies
See our critical accounting policies discussed in the Management’s Discussion and Analysis of the most recent Annual Report filed on Form 10-K. There have been no material changes to these policies.
Other Accounting Policies
Note 1 to the Consolidated Financial Statements included within the most recent Annual Report filed on Form 10-K includes our significant accounting policies. There have been no material changes to these policies.
Accounting Development Updates
Recently Issued Accounting Pronouncements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Credit Risk
See also Note 4 to the condensed consolidated financial statements, ‘Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk’.
Market Risk
We conduct our market-making and trading activities predominantly as a principal, which subjects our capital to significant risks. These risks include, but are not limited to, absolute and relative price movements, price volatility and changes in liquidity, over which we have virtually no control. Our exposure to market risk varies in accordance with the volume of client-driven market-making transactions, the size of the proprietary positions and the volatility of the financial instruments traded.
We seek to mitigate exposure to market risk by utilizing a variety of qualitative and quantitative techniques:
•Diversification of business activities and instruments;
•Limitations on positions;
•Allocation of capital and limits based on estimated weighted risks; and
•Daily monitoring of positions and mark-to-market profitability.
We utilize derivative products in a trading capacity as a dealer to satisfy client needs and mitigate risk. We manage 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 our other trading activities.
We are exposed to market risk in connection with our retail trading activities. Because we act as counterparty to our retail clients’ transactions, we are exposed to risk on each trade that the value of our position will decline. Accordingly, accurate and efficient management of our net exposure is a high priority, and we have developed policies addressing both our automated and manual procedures to manage our exposure. These risk-management policies and procedures are established and reviewed regularly by the Risk Committee of our Board of Directors. Our risk-management policies require quantitative analyses by instrument, as well as assessment of a range of market inputs, including trade size, dealing rate, client margin and market liquidity. Our risk-management procedures require our team of senior traders to monitor risk exposure on a continuous basis and update senior management both informally over the course of the trading day and formally through intraday and end of day reporting. A key component of our approach to managing market risk is that we do not initiate market positions for our own account in anticipation of future movements in the relative prices of products we offer.
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Management believes that the volatility of revenues is a key indicator of the effectiveness of our risk management techniques. The graph below summarizes volatility of our daily revenue, determined on a marked-to-market basis, during the three months ended December 31, 2022.
In our Securities market-making and trading activities, we maintain inventories of equity and debt securities. In our Commercial segment, our positions include physical commodities inventories, precious metals on lease, forwards, futures and options on futures, and OTC derivatives. Our commodity trading activities are managed as one consolidated book for each commodity encompassing both cash positions and derivative instruments. We monitor the aggregate position for each commodity in equivalent physical ounces, metric tons, or other relevant unit.
Interest Rate Risk
In the ordinary course of our operations, we have interest rate risk from the possibility that changes in interest rates will affect the values of financial instruments and impact interest income earned. Within our domestic institutional dealer in fixed income securities business, we maintain a significant amount of trading assets and liabilities which are sensitive to changes in interest rates. These trading activities primarily consist of securities trading in connection with U.S. Treasury, U.S. government agency, agency mortgage-backed and agency asset-backed obligations, as well as investment grade, high-yield, convertible and emerging markets debt securities. Derivative instruments, which consist of futures, TBA securities and forward settling transactions, are used to manage risk exposures in the trading inventory. We enter into TBA securities transactions for the sole purpose of managing risk associated with mortgage-backed securities.
In addition, we generate interest income from the positive spread earned on client deposits. We typically invest in U.S. Treasury bills, notes, and obligations issued by government sponsored entities, reverse repurchase agreements involving U.S. Treasury bills and government obligations or AA-rated money market funds. In some instances, we maintain interest earning cash deposits with banks, clearing organizations and counterparties. We have an investment policy which establishes acceptable standards of credit quality and limits the amount of funds that can be invested within a particular fund, institution, clearing organization or counterparty. We estimate that as of December 31, 2022, an immediate 25 basis point decrease in short-term interest rates would result in approximately $7.2 million less in annual net income.
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We manage interest expense using a combination of variable and fixed rate debt. The debt instruments are carried at their unpaid principal balance which approximates fair value. As of December 31, 2022, $582.3 million of outstanding principal debt was variable-rate debt. We are subject to earnings and liquidity risks for changes in the interest rate on this debt. As of December 31, 2022, $347.9 million of outstanding principal debt was fixed-rate long-term debt.
Foreign Currency Risk
Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the value of our earnings and assets. Entities that have assets and liabilities denominated in currencies other than the primary economic environment in which the entity operates are subject to remeasurement. Virtually all sales and related operating costs are denominated in the currency of the local country and translated into USD for consolidated reporting purposes. Although the majority of the assets and liabilities of these subsidiaries are denominated in the functional currency of the subsidiary, they may also hold assets or liabilities denominated in other currencies. As a result, our results of operations and financial position are exposed to changing currency rates. We may consider entering into hedging transactions to mitigate our exposure to foreign currency exchange rates. These hedging transactions may not be successful.
Item 4. Controls and Procedures
In connection with the filing of this Form 10-Q, our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2022. Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that their objectives were met as of December 31, 2022.
There are limitations inherent in any internal control, such as the possibility of human error and the circumvention or overriding of controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met, and may not prevent or detect misstatements. As conditions change over time, so too may the effectiveness of internal controls. As a result, there can be no assurance that a control system will succeed in preventing all possible instances of error and fraud. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the conclusions our Chief Executive Officer and Chief Financial Officer are made at the “reasonable assurance” level.
There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
For information regarding certain legal proceedings to which we are currently a party, see Note 11, “Commitments and Contingencies” in the notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
In addition to the other information set forth in this report, information regarding risks affecting us appears in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. These are not the only risks we face. Additional risks and uncertainties not currently known to us or that management currently considers to be non-material may in the future adversely affect our business, financial condition and operating results.
In January 2023, we identified the following additional risk factor:
Our revenues, operational costs, regulatory compliance and client satisfaction could be adversely affected by the failure of a vendor or other third party to continue providing services to us.
We rely on vendors and other third-parties to provide us with services that are essential to our ability to provide clients with our products and services. These services range from core infrastructure, such as utilities, communications and web hosting services, to systems that allow us to execute and process transactions entered into by our clients.
If these vendors or other third-parties suffer operations issues, including as a result of cyber attacks, and they are unable to continue to provide these services to us, we may be exposed to a variety of risks, including loss of revenue if our clients cannot trade with us, increased costs if we are required to employ alternative solutions and reputational harm.
In addition, some of our vendors hold sensitive information on our behalf, including personally identifiable information relating to our clients. If this data were to be compromised, either as a result of a cyber attack or otherwise, we could be in breach of
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our obligations to our clients, as well as applicable data protections laws, which could materially adversely affect our results of operations and reputation.
Cyber attacks directed at our vendors may also make us more vulnerable to being targeted for cyber attacks ourselves if the bad actors are able to obtain information relating to our company and / or systems.
If one of our vendors experiences a cyberbreach of its own systems or has data that it holds misappropriated, we could be exposed to a number of additional risks, including:
a.heightened risk that we will not be able to comply with applicable regulatory requirements;
b.increased risk that external parties will be able to execute fraudulent transactions using our systems;
c.losses from fraudulent transactions, as well as potential liability for losses suffered by our clients;
d.increased operational costs to remediate the consequences of the external party’s security breach; and
e.reputational harm arising from the perception that our systems may not be secure.
In some cases, operational issues or security breaches affecting our vendors may require us to take steps to protect the integrity of our own operational systems or to safeguard confidential information that we hold, including restricting the ability of our clients to trade or have access to their accounts. These actions could potentially diminish customer satisfaction and confidence in us, materially adversely affecting our results of operations.
For example, on January 31, 2023, we were notified by ION Group, one of our vendors which provides back office trade processing services relating to certain of our listed derivatives businesses, that it had experienced a cybersecurity incident, which rendered certain of its services inaccessible to us and its other clients. As a result of the incident, we imposed restrictions on clients of our UK subsidiary relating to the trading of listed derivatives. We are continuing to assess the impact of the ION incident.
Furthermore, the widespread and expanding interconnectivity among financial institutions, clearing banks, CCPs, payment processors, financial technology companies, securities exchanges, clearing houses and other financial market infrastructures increases the risk that the disruption of an operational system involving one institution or entity, including due to a cyber attack, may cause industry-wide operational disruptions that could materially affect our ability to conduct business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Our common stock repurchase program activity for the three months ended December 31, 2022 was as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Number of Shares Remaining to be Purchased Under the Program | |||||||||||||||||||
| October 1, 2022 to October 31, 2022 | — | $ | — | — | 1,000,000 | ||||||||||||||||||
| November 1, 2022 to November 30, 2022 | — | — | — | 1,000,000 | |||||||||||||||||||
| December 1, 2022 to December 31, 2022 | — | — | — | 1,000,000 | |||||||||||||||||||
| Total | — | $ | — | — | |||||||||||||||||||
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Item 6. Exhibits
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
| * | Filed as part of this report. | |||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
StoneX Group Inc.
| Date: | February 7, 2023 | /s/ Sean M. O’Connor | ||||||||||||
| Sean M. O’Connor | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| Date: | February 7, 2023 | /s/ William J. Dunaway | ||||||||||||
| William J. Dunaway | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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