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Acquisitions | 6 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | 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 March 31, 2023, CDI contributed $(1.7) million of Net operating revenue and $(4.1) million of Net loss. During the six months ended March 31, 2023, CDI contributed $12.3 million of Net operating revenue and $5.1 million of Net income. The measurement period for the CDI acquisition remains open as the Company finalizes certain valuation calculations related to intangible assets, net tangible asset value adjustments, the fair values of forward contracts and other derivatives, as well as the earn-out due to the seller. The gain on acquisition was principally due to the fair value of commodity forward purchases and sales contracts and fair value of identified intangible assets acquired exceeding the consideration paid for these assets.
(in millions) | Fair Value
Cash and cash equivalents | $ | 8.2 |
Deposits with and receivables from broker-dealers, clearing organizations, and counterparties | 7.7
Receivables from clients, net | 51.9
Financial instruments owned, at fair value | 45.7
Deferred income taxes, net | (3.3)
Property and equipment, net | 0.1
Physical commodities inventory, net | 22.5
Other assets | 6.7
Total fair value of tangible assets acquired | 139.5
Accounts payable and other accrued liabilities | 40.0
Financial instruments sold, not yet purchased, at fair value | 28.3
Payables to lenders under loans | 10.1
Payable to broker-dealers, clearing organizations, and counterparties | 0.4
Payable to clients | 2.6
Income taxes payable | 0.8
Total fair value of tangible liabilities assumed | 82.2
Fair value of tangible net assets acquired | $ | 57.3 |
Identifiable intangible assets acquired |
Client relationships | $ | 4.7 |
Supplier relationships | 3.7
Trade name | 0.4
Non-compete | 0.1
Total fair value of intangible assets acquired | 8.9
Fair value of identifiable net assets acquired | 66.2
Total merger consideration | 42.7
Gain on acquisition | $ | 23.5 |
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 valued at approximately $1.3 million with annual payments over the four years following the acquisition. The contingent earn-out payments are variable in nature, as they equal 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. The acquisition generated $1.3 million of Goodwill.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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