NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Index
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Note 1. Organization and Basis of Presentation
Organization
Jefferies Financial Group Inc. is a U.S.-headquartered global full service, integrated investment banking and securities firm. The accompanying Consolidated Financial Statements represent the accounts of Jefferies Financial Group Inc. and subsidiaries (together, “the “Company,” “we” or “us”). We, collectively with our consolidated subsidiaries and through our affiliates, deliver a broad range of financial services across investment banking, capital markets and asset management.
We operate in two reportable business segments: (1) Investment Banking and Capital Markets and (2) Asset Management. The Investment Banking and Capital Markets reportable business segment includes our securities, commodities, futures and foreign exchange capital markets activities and our investment banking business, which provides underwriting and financial advisory services to our clients across most industry sectors. We operate globally in the Americas; Europe and the Middle East; and Asia-Pacific. Investment Banking and Capital Markets also includes our corporate lending joint venture (“JFIN Parent LLC” or “Jefferies Finance”), our commercial real estate joint venture (“Berkadia Commercial Holding LLC” or “Berkadia”) and our automobile lending and servicing activities. The Asset Management reportable business segment provides alternative investment management services to investors in the U.S. and overseas and generates investment income from capital invested in and managed by us or our affiliated asset managers.
On January 13, 2023, our consolidated subsidiary, Vitesse Energy, Inc. (“Vitesse Energy”), issued shares measured at a total consideration of $30.6 million in exchange for acquiring all of the outstanding capital interests of Vitesse Oil, LLC (“Vitesse Oil”). Prior to the acquisition, Vitesse Oil was controlled by Jefferies Capital Partners V L.P. and Jefferies SBI USA Fund L.P. (together, “JCP Fund V”), which are private equity funds managed by a team led by our President. Simultaneously, we distributed all of our ownership interests in Vitesse Energy on a tax-free pro rata basis to all of our shareholders, resulting in a distribution of capital of $527.0 million. The distribution of Vitesse Energy resulted in a reduction at the time of spin-off of Total assets of $699.5 million, Total liabilities of $141.1 million and Total equity of $558.4 million inclusive of the distribution of capital to noncontrolling interest holders.
During the year ended November 30, 2022, we sold all of our interests in Idaho Timber and Oak Hill investment management company, a registered investment adviser and general partner entity.
During the fourth quarter of 2023, we acquired Stratos Group International (“Stratos”) (formerly FXCM Group, LLC, or “FXCM”) and OpNet S.p.A. (“OpNet,” formerly known as “Linkem”), which are now consolidated subsidiaries. In November 2023, we entered into an agreement to sell all of our membership interest in Foursight Capital LLC (“Foursight”). Refer to Note 4, Business Acquisitions and Note 5, Assets Held for Sale for further information.
In connection with the merger of Jefferies Group LLC into Jefferies Financial Group Inc. on November 1, 2022, historical periods as presented in our Consolidated Statements of Financial Condition and Consolidated Statements of Earnings reflect certain reclassifications. All reclassifications were reflected in the prior period financial statements.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial information.
We have made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period to prepare these consolidated financial statements in conformity with U.S. GAAP. The most important of these estimates and assumptions relate to fair value measurements, compensation and benefits, goodwill and intangible assets and the accounting for income taxes. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates.
Consolidation
Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a variable interest entity (“VIE”) for which we are the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly-owned, the third-party’s holding of equity interest is presented as Noncontrolling interests in our Consolidated Statements of Financial Condition and Consolidated Statements of Changes in Equity. The portion of net earnings attributable to the noncontrolling interests is presented as Net earnings (losses) attributable to noncontrolling interests in our Consolidated Statements of Earnings.
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In situations in which we have significant influence, but not control, of an entity that does not qualify as a VIE, we apply either the equity method of accounting or fair value accounting pursuant to the fair value option election under U.S. GAAP, with our portion of net earnings or gains and losses recorded in Other revenues or Principal transactions revenues, respectively. We also have formed nonconsolidated investment vehicles with third-party investors that are typically organized as partnerships or limited liability companies and are carried at fair value. We act as general partner or managing member for these investment vehicles and have generally provided the third-party investors with termination or “kick-out” rights.
Intercompany accounts and transactions are eliminated in consolidation.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition Policies
Commissions and Other Fees. All customer securities transactions are reported in our Consolidated Statements of Financial Condition on a settlement date basis with related income reported on a trade-date basis. We permit institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as soft dollar arrangements. These arrangements are accounted for on an accrual basis and, as we are acting as an agent in these arrangements, netted against commission revenues in our Consolidated Statements of Earnings. In addition, we earn asset-based fees associated with the management and supervision of assets, account services and administration related to customer accounts. We also earn commissions on execution services provided to customers in facilitating foreign currency spot trades and prime brokerage services.
Principal Transactions. Financial instruments owned and Financial instruments sold, not yet purchased are carried at fair value with gains and losses reflected in Principal transactions revenues in our Consolidated Statements of Earnings, except for derivatives accounted for as hedges (see “Hedge Accounting” section herein and Note 7, Derivative Financial Instruments). Fees received on loans carried at fair value are also recorded in Principal transactions revenues.
Investment Banking. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed. Advisory fees from restructuring engagements are recognized over time using a time elapsed measure of progress. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring advisory engagements, are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category on the Consolidated Statements of Earnings and any expenses reimbursed by clients are recognized as Investment banking revenues.
Underwriting and placement agent revenues are recognized at a point in time on trade-date. Costs associated with underwriting activities are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis within Underwriting costs in the Consolidated Statements of Earnings.
Asset Management Fees and Revenues. Asset management fees and revenues consist of asset management fees, as well as revenues from third parties with strategic relationships pursuant to arrangements, which entitle us to portions of our revenues and/or affiliated managers’ profits and perpetual rights to certain defined revenues for a given revenue share period. Revenue from third parties with strategic relationships pursuant to arrangements is recognized at the end of the defined revenue or profit share period when the revenues have been realized and all contingencies have been resolved.
Management and administrative fees are generally recognized over the period that the related service is provided. Performance fee revenue is generally recognized only at the end of the performance period to the extent that the benchmark return has been met.
Interest Revenue and Expense. We recognize contractual interest on Financial instruments owned and Financial instruments sold, not yet purchased, on an accrual basis as a component of interest revenue and expense. Interest flows on derivative trading transactions and dividends are included as part of the fair valuation of these contracts and recognized in Principal transactions revenues in our Consolidated Statements of Earnings rather than as a component of interest revenue or expense. We account for our short- and long-term borrowings at amortized cost, except for those for which we have elected the fair value option, with related interest recorded on an accrual basis as Interest expense. Discounts/premiums arising on our long-term debt are accreted/amortized to Interest expense using the effective yield method over the remaining lives of the underlying debt obligations. We recognize interest revenue related to our securities borrowed and securities purchased under agreements to resell activities and interest expense related to our securities loaned and securities sold under agreements to repurchase activities on an accrual basis. In addition, we recognize interest income as earned on brokerage customer margin balances and interest expense as incurred on credit balances.
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Other Revenues. Other revenues include revenue from the sale of manufactured or remanufactured lumber for which the transaction price is fixed at the time of sale and revenue is generally recognized when the customer takes control of the product. Other revenues also include revenue from the sale of produced oil and gas and revenue from the sale of real estate. Contracts for revenue from the sale of produced oil and gas typically include variable consideration based on monthly pricing tied to local indices and volumes and revenue is recorded at the point in time when control of the produced oil and gas transfers to the customer, which is when the performance obligation is satisfied and the variable consideration can be reliably estimated at the end of each month. Revenues from the sales of real estate are recognized at a point in time when the related transaction is complete. If performance obligations under the contract with a customer related to a parcel of real estate are not yet complete when title transfers to the buyer, revenue associated with the incomplete performance obligations is deferred until the performance obligation is completed.
Cash Equivalents
Cash equivalents include highly liquid investments, including money market funds and certificates of deposit, not held for resale with original maturities of three months or less.
Cash and Securities Segregated and on Deposit for Regulatory Purposes or Deposited with Clearing and Depository Organizations
In accordance with Rule 15c3-3 of the Securities Exchange Act of 1934, Jefferies LLC as a broker-dealer carrying client accounts, is subject to requirements related to maintaining cash or qualified securities in a segregated reserve account for the exclusive benefit of its clients. Certain other entities are also obligated by rules mandated by their primary regulators to segregate or set aside cash or equivalent securities to satisfy regulations, promulgated to protect customer assets. In addition, certain exchange and/or clearing organizations require cash and/or securities to be deposited by us to conduct day-to-day activities.
Financial Instruments and Fair Value
Financial instruments owned and Financial instruments sold, not yet purchased are recorded at fair value, either as required by accounting pronouncements or through the fair value option election. These instruments primarily represent our trading activities and include both cash and derivative products. Our derivative products are acquired or originated for trading purposes and are included within operating activities on our Consolidated Statements of Cash Flows. Gains and losses are recognized in Principal transactions revenues in our Consolidated Statements of Earnings. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).
In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows:
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Level 1: | Quoted prices are available in active markets for identical assets or liabilities at the reported date. Valuation adjustments and block discounts are not applied to Level 1 instruments. |
Level 2: | Pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable at the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments for which fair values have been derived using model inputs that are directly observable in the market, or can be derived principally from, or corroborated by, observable market data, and financial instruments that are fair valued by reference to other similar financial instruments, the parameters of which can be directly observed. |
Level 3: | Instruments that have little to no pricing observability at the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. |
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Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets our best estimate of fair value. We use prices and inputs that are current at the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based on the best available information, taking into account the types of financial instruments, current financial information, restrictions (if any) on dispositions, fair values of underlying financial instruments and quotations for similar instruments.
The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models are permitted based on management’s judgment, which takes into consideration the features of the financial instrument such as its complexity, the market in which the financial instrument is traded and underlying risk uncertainties about market conditions. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. The degree of judgment exercised in determining fair value is greatest for instruments categorized within Level 3.
Securities Borrowed and Securities Loaned
Securities borrowed and securities loaned are carried at the amounts of cash collateral advanced and received in connection with the transactions and accounted for as collateralized financing transactions. In connection with both trading and brokerage activities, we borrow securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date and lend securities to other brokers and dealers for similar purposes. When we borrow securities, we generally provide cash to the lender as collateral, which is reflected in our Consolidated Statements of Financial Condition as Securities borrowed. We earn interest revenues on this cash collateral. Similarly, when we lend securities to another party, that party provides cash to us as collateral, which is reflected in our Consolidated Statements of Financial Condition as Securities loaned. We pay interest expense on the cash collateral received from the party borrowing the securities. The initial collateral advanced or received approximates or is greater than the fair value of the securities borrowed or loaned. We monitor the fair value of the securities borrowed and loaned on a daily basis and request additional collateral or return excess collateral, as appropriate. In instances where the Company receives securities as collateral in connection with securities-for-securities transactions in the which the Company is the lender of securities and is permitted to sell or repledge the securities received as collateral, the Company reports the fair value of the collateral received and the related obligation to return the collateral in the Company’s Consolidated Statements of Financial Condition.
Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase
Securities purchased under agreements to resell and Securities sold under agreements to repurchase (collectively “repos”) are accounted for as collateralized financing transactions and are recorded at their contracted resale or repurchase amount plus accrued interest. We earn and incur interest over the term of the repo, which is reflected in Interest revenue and Interest expense in our Consolidated Statements of Earnings on an accrual basis. Repos are presented in our Consolidated Statements of Financial Condition on a net-basis by counterparty, where permitted by U.S. GAAP. We monitor the fair value of the underlying securities daily versus the related receivable or payable balances. Should the fair value of the underlying securities decline or increase, additional collateral is requested or excess collateral is returned, as appropriate.
Offsetting of Derivative Financial Instruments and Securities Financing Agreements
To manage our exposure to credit risk associated with our derivative activities and securities financing transactions, we may enter into International Swaps and Derivative Association, Inc. (“ISDA”) master netting agreements, master securities lending agreements, master repurchase agreements or similar agreements and collateral arrangements with counterparties. A master agreement creates a single contract under which all transactions between two counterparties are executed allowing for trade aggregation and a single net payment obligation. Master agreements provide protection in bankruptcy in certain circumstances and, where legally enforceable, enable receivables and payables with the same counterparty to be settled or otherwise eliminated by applying amounts due against all or a portion of an amount due from the counterparty or a third-party. Under our ISDA master netting agreements, we typically also execute credit support annexes, which provide for collateral, either in the form of cash or securities, to be posted by or paid to a counterparty based on the fair value of the derivative receivable or payable based on the rates and parameters established in the credit support annex.
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In the event of the counterparty’s default, provisions of the master agreement permit acceleration and termination of all outstanding transactions covered by the agreement such that a single amount is owed by, or to, the non-defaulting party. In addition, any collateral posted can be applied to the net obligations, with any excess returned; and the collateralized party has a right to liquidate the collateral. Any residual claim after netting is treated along with other unsecured claims in bankruptcy court.
The conditions supporting the legal right of offset may vary from one legal jurisdiction to another and the enforceability of master netting agreements and bankruptcy laws in certain countries or in certain industries is not free from doubt. The right of offset is dependent both on contract law under the governing arrangement and consistency with the bankruptcy laws of the jurisdiction where the counterparty is located. Industry legal opinions with respect to the enforceability of certain standard provisions in respective jurisdictions are relied upon as a part of managing credit risk. In cases where we have not determined an agreement to be enforceable, the related amounts are not offset. Master netting agreements are a critical component of our risk management processes as part of reducing counterparty credit risk and managing liquidity risk.
We are also a party to clearing agreements with various central clearing parties. Under these arrangements, the central clearing counterparty facilitates settlement between counterparties based on the net payable owed or receivable due and, with respect to daily settlement, cash is generally only required to be deposited to the extent of the net amount. In the event of default, a net termination amount is determined based on the market values of all outstanding positions and the clearing organization or clearing member provides for the liquidation and settlement of the net termination amount among all counterparties to the open contracts or transactions.
Refer to Note 7, Derivative Financial Instruments, and Note 8, Collateralized Transactions for further information.
Securitization Activities
We engage in securitization activities related to corporate loans, consumer loans, commercial mortgage loans and mortgage-backed and other asset-backed securities. Transfers of financial assets to secured funding vehicles are accounted for as sales when we have relinquished control over the transferred assets. The gain or loss on sale of such financial assets depends, in part, on the previous carrying amount of the assets involved in the transfer allocated between the assets sold and the retained interests, if any, based upon their respective fair values at the date of sale. We may retain interests in the securitized financial assets as one or more tranches of the securitization. These retained interests are included in Financial instruments owned within our Consolidated Statements of Financial Condition at fair value. Any changes in the fair value of such retained interests are recognized in Principal transactions revenues in our Consolidated Statements of Earnings.
When a transfer of assets does not meet the criteria of a sale, we account for the transfer as a secured borrowing and continue to recognize the assets of a secured borrowing in Financial instruments owned and recognize the associated financing in Other secured financings in our Consolidated Statements of Financial Condition.
Investments in and Loans to Related Parties
Investments in and loans to related parties include investments in private equity and other operating entities in which we exercise significant influence over operating and capital decisions and loans issued in connection with such activities. Investments in and loans to related parties are accounted for using the equity method or at cost, as appropriate, and reviewed for impairment when changes in circumstances may indicate a decrease in value which is other than temporary. Revenues on Investments in and loans related parties are included in Other revenues in our Consolidated Statements of Earnings. See Note 11, Investments, and Note 27, Related Party Transactions for additional information regarding certain of these investments.
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Credit Losses
Financial assets measured at amortized cost are presented at the net amount expected to be collected and the measurement of credit losses and any expected increases in expected credit losses are recognized in earnings. The estimate of expected credit losses involves judgment and is based on an assessment over the life of the financial instrument taking into consideration current market conditions and reasonable and supportable forecasts of expected future economic conditions.
Goodwill and Intangible Assets
Goodwill. Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on August 1 for our Investment Banking, Fixed Income, Equities and Asset Management reporting units, on November 30 for other identified reporting units or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the fair value is less than the carrying value, then an impairment loss is recognized for the amount by which the carrying value of the reporting unit exceeds the reporting unit’s fair value.
The fair value of reporting units is based on widely accepted valuation techniques that we believe market participants would use, although the valuation process requires significant judgment and often involves the use of significant estimates and assumptions. The methodologies we utilize in estimating the fair value of reporting units include market valuation methods that incorporate price-to-earnings and price-to-book multiples of comparable exchange-traded companies and multiples of merger and acquisitions of similar businesses. The estimates and assumptions used in determining fair value could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. Adverse market or economic events could result in impairment charges in future periods.
Intangible Assets. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For intangible assets deemed to be impaired, an impairment loss is recognized for the amount by which the intangible asset’s carrying value exceeds its fair value. At least annually, the remaining useful life is evaluated.
An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If we conclude otherwise, we are required to perform a quantitative impairment test.
Intangible assets are included in Other assets in our Consolidated Statements of Financial Condition. Our annual indefinite-lived intangible asset impairment testing date is August 1st. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted.
Refer to Note 13, Goodwill and Intangible Assets for further information.
Premises and Equipment
Premises and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets (generally three to ten years). Leasehold improvements are amortized using the straight-line method over the term of the related leases or the estimated useful lives of the assets, whichever is shorter. Premises and equipment include internally developed software. The carrying values of internally developed software ready for its intended use are depreciated over the remaining useful life.
At November 30, 2023 and 2022, furniture, fixtures and equipment amounted to $908.3 million and $730.1 million, respectively, and leasehold improvements amounted to $253.5 million and $245.1 million, respectively. Accumulated depreciation and amortization was $551.5 million and $524.6 million at November 30, 2023 and 2022, respectively.
Depreciation and amortization expense amounted to $112.2 million, $172.9 million and $157.4 million for the years ended November 30, 2023, 2022 and 2021, respectively.
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Leases
For leases with an original term longer than one year, lease liabilities are initially recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term, including non-lease components such as fixed common area maintenance costs and other fixed costs for generally all leases. A corresponding right-of-use (“ROU”) asset is initially recognized equal to the lease liability adjusted for any lease prepayments, initial direct costs and lease incentives. The ROU assets are included in Premises and equipment and the lease liabilities are included in Lease liabilities in our Consolidated Statements of Financial Condition.
The discount rates used in determining the present value of leases represent our collateralized borrowing rate considering each lease’s term and currency of payment. The lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain leases have renewal options that can be exercised at the discretion of the Company. Lease expense is generally recognized on a straight-line basis over the lease term and included in Occupancy and equipment rental expense in our Consolidated Statements of Earnings.
Other Real Estate
Other real estate is classified within Other assets and includes all expenditures incurred in connection with the acquisition, development and construction of properties. Interest, payroll related to construction, property taxes and other professional fees attributable to land and property construction are capitalized and added to the cost of those properties when active development begins and ends when the property development is fully completed and ready for its intended use. During the years ended November 30, 2023, 2022 and 2021, capitalized interest of $12.9 million, $13.5 million and $9.0 million, respectively was allocated among real estate projects that are currently under development.
Inventories and Cost of Sales
We have investments in entities that are consolidated by us that are engaged in various manufacturing and real estate activities. Inventories arising from these consolidated entities are classified as Other assets in the Consolidated Statements of Financial Condition and are stated at the lower of cost or net realizable value, with cost principally determined under the first-in-first-out method. Cost of goods sold, which is recognized within Non-interest expenses on the Consolidated Statements of Earnings in connection with sales of such inventories, principally includes product and manufacturing costs, inbound and outbound shipping costs and handling costs.
Impairment of Long-Lived Assets
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable. When testing for impairment, we group our long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). The determination of whether an asset group is recoverable is based on management’s estimate of undiscounted future cash flows directly attributable to the asset group as compared to its carrying value. If the carrying amount of the asset group is greater than the undiscounted cash flows, an impairment loss would be recognized for the amount by which the carrying amount of the asset group exceeds its estimated fair value.
Assets Held for Sale
We classify assets and related liabilities as held for sale when: (i) management has committed to a plan to sell the assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer and (iv) the sale and transfer of the net assets is probable within one year. Assets and liabilities held for sale are presented separately on our Consolidated Statements of Financial Condition with a valuation allowance, if necessary, to recognize the net carrying amount at the lower of cost or fair value, less costs to sell. Depreciation of property, plant and equipment and amortization of finite-lived intangible assets and right-of-use assets are not recorded while these assets are classified as held for sale. For each period that assets are classified as being held for sale, they are tested for recoverability. Refer to Note 5, Assets Held for Sale for additional information.
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Share-based Compensation
Share-based awards are measured based on the fair value of the award and recognized over the required service or vesting period. Certain executive share-based awards contain market, performance and service conditions. Market conditions are incorporated into the grant-date fair value using a Monte Carlo valuation model. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. Awards with performance conditions are amortized over the service period if it is determined that it is probable that the performance condition will be achieved. The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model. We account for forfeitures as they occur, which results in dividends and dividend equivalents originally charged against retained earnings for forfeited shares to be reclassified to compensation expense in the period in which the forfeiture occurs.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of its projected tax return results.
We record uncertain tax positions using a two-step process: (i) we determine whether it is more likely than not that each tax position will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
We use the portfolio approach relating to the release of stranded tax effects recorded in accumulated other comprehensive income (loss).
Earnings per Common Share
Basic earnings per share is calculated using the two-class method and is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued. Net earnings available to common shareholders represent net earnings to common shareholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities. Common shares outstanding and certain other shares committed to be, but not yet issued, include restricted stock and restricted stock units (“RSUs”) for which no future service is required.
Diluted earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Diluted earnings per share is computed by taking the sum of net earnings available to common shareholders, dividends on preferred shares and dividends on dilutive mandatorily redeemable convertible preferred shares, divided by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period.
Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under the two-class method of earnings per share. Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively, and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and RSUs meet the definition of a participating security. RSUs granted under the senior executive compensation plan are not considered participating securities as the rights to dividend equivalents are forfeitable. See Note 15, Compensation Plans for more information regarding the senior executive compensation plan.
Refer to Note 21, Common Shares and Earnings Per Common Share for further information.
Legal Reserves
In the normal course of business, we have been named, from time to time, as a defendant in legal and regulatory proceedings. We are also involved, from time to time, in other exams, investigations and similar reviews (both formal and informal) by governmental and self-regulatory agencies regarding our businesses, certain of which may result in judgments, settlements, fines, penalties or other injunctions.
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We recognize a liability for a contingency in Accrued expenses and other liabilities when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If the reasonable estimate of a probable loss is a range, we accrue the most likely amount of such loss, and if such amount is not determinable, then we accrue the minimum in the range as the loss accrual. The determination of the outcome and loss estimates requires significant judgment on the part of management. We believe that any other matters for which we have determined a loss to be probable and reasonably estimable are not material to our consolidated financial statements.
In many instances, it is not possible to determine whether any loss is probable or even possible or to estimate the amount of any loss or the size of any range of loss. We believe that, in the aggregate, the pending legal actions or regulatory proceedings and any other exams, investigations or similar reviews (both formal and informal) should not have a material adverse effect on our consolidated results of operations, cash flows or financial condition. In addition, we believe that any amount of potential loss or range of potential loss in excess of what has been provided in our consolidated financial statements that could be reasonably estimated is not material.
Hedge Accounting
Hedge accounting is applied using interest rate swaps designated as fair value hedges of changes in the benchmark interest rate of fixed rate senior long-term debt. The interest rate swaps are included as derivative contracts in Financial instruments owned and Financial instruments sold, not yet purchased in our Consolidated Statements of Financial Condition. We use regression analysis to perform ongoing prospective and retrospective assessments of the effectiveness of these hedging relationships. A hedging relationship is deemed effective if the change in fair value of the interest rate swap and the change in the fair value of the long-term debt due to changes in the benchmark interest rate offset within a range of 80% - 125%. The impact of valuation adjustments related to our own credit spreads and counterparty credit spreads are included in the assessment of effectiveness.
For qualifying fair value hedges of benchmark interest rates, the change in the fair value of the derivative and the change in fair value of the long-term debt provide offset of one another and, together with any resulting ineffectiveness, are recorded in Interest expense.
We seek to reduce the impact of fluctuations in foreign exchange rates on our net investments in certain non-U.S. operations through the use of foreign exchange contracts. The foreign exchange contracts are included as derivative contracts in Financial instruments owned and Financial instruments sold, not yet purchased in our Consolidated Statements of Financial Condition. For foreign exchange contracts designated as hedges, the effectiveness of the hedge is assessed based on the overall changes in the fair value of the forward contracts (i.e., based on changes in forward rates). For qualifying net investment hedges, all gains or losses on the hedging instruments are included in Currency translation adjustments and other in our Consolidated Statements of Comprehensive Income.
Refer to Note 7, Derivative Financial Instruments for further information.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, if any, are included in Other comprehensive income. Gains or losses resulting from foreign currency transactions are included in Principal transactions revenues in our Consolidated Statements of Earnings.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3. Accounting Developments
Accounting Standards to be Adopted in Future Periods
Segment Reporting. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 (“ASU 2023-07”), Improvements to Reportable Segment Disclosures. The guidance primarily will require enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied on a retrospective basis. We are evaluating the impact of the standard on our segment reporting disclosures.
Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures. The guidance is intended to improve income tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We are evaluating the impact of the standard on our income tax disclosures.
Adopted Accounting Standards
Reference Rate Reform. The FASB has issued guidance which provides optional exceptions for applying U.S. GAAP to certain contract modifications, hedge accounting relationships or other transactions affected by reference rate reform. There was no impact to our financial statements as a result of this guidance upon the completion of our transition away from the London Interbank Offered Rate (“LIBOR”) on June 30, 2023.
Financial Instruments—Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. The guidance provides for estimating credit losses on financial assets measured at amortized cost by introducing an approach based on expected losses over the financial asset’s entire life, recorded at inception or purchase. On January 1, 2023, Berkadia, our equity method investee, adopted this guidance and applied a modified retrospective approach through a cumulative-effect adjustment to retained earnings upon adoption. At transition on January 1, 2023, the new accounting guidance’s adoption resulted in a decrease in retained earnings of $14.8 million, net of tax attributable to an increase in the allowance for credit losses. Our equity method investee, Jefferies Finance, will adopt the guidance on December 1, 2023, and the impact on our consolidated financial statements is not expected to be material.
Income Taxes. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The objective of the guidance is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
Consolidation. In October 2018, the FASB issued ASU No. 2018-17, Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
Internal-Use Software. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The guidance amends the definition of a hosting arrangement and requires that the customer in a hosting arrangement that is a service contract capitalize certain implementation costs as if the arrangement was an internal-use software project. We adopted the guidance in the first quarter of fiscal 2021 and elected to apply the guidance prospectively to implementation costs incurred after the adoption date. The adoption did not have an impact on our consolidated financial statements on the adoption date.
Defined Benefit Plans. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. The objective of the guidance is to improve the effectiveness of disclosure requirements on defined benefit pension plans and other postretirement plans. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Goodwill. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplified goodwill impairment testing. We adopted the guidance in the first quarter of fiscal 2021 and the adoption did not have a material impact on our consolidated financial statements.
Note 4. Business Acquisitions
We acquired Stratos and OpNet during the fourth quarter of 2023. Stratos is a global provider of online foreign exchange services. OpNet is a fixed wireless broadband service provider in Italy and also owns 59.3% of the common shares of Tessellis S.p.A. (“Tessellis”), a telecommunications company publicly listed on the Italian stock exchange. These transactions have been accounted for under the acquisition method of accounting which requires that the assets acquired, including identifiable intangible assets, and liabilities assumed to be recognized at their respective fair values as of the acquisition date.
A statement of the fair value of assets acquired and liabilities assumed on the acquisition dates are presented below (in thousands):
| | | | | | | | | | | | | | | | | |
| |
| Stratos | | OpNet | | Total |
Cash and cash equivalents | $ | 83,006 | | | $ | 7,875 | | | $ | 90,881 | |
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations | 124,306 | | | — | | | 124,306 | |
Financial instruments owned, at fair value | 53,028 | | | — | | | 53,028 | |
Investments in and loans to related parties | — | | | 6,644 | | | 6,644 | |
Receivables: | | | | | |
Brokers, dealers and clearing organizations | 113,750 | | | — | | | 113,750 | |
Fees, interest and other | 4,745 | | | 14,728 | | | 19,473 | |
Property and equipment, net | 31,830 | | | 111,458 | | | 143,288 | |
| | | | | |
Goodwill (1) | 5,463 | | | 127,051 | | | 132,514 | |
Assets held for sale (2) | — | | | 578,820 | | | 578,820 | |
Other assets (3) | 31,135 | | | 98,278 | | | 129,413 | |
Total assets acquired | $ | 447,263 | | | $ | 944,854 | | | $ | 1,392,117 | |
| | | | | |
Financial instruments sold, net yet purchased, at fair value | $ | 31,293 | | | $ | — | | | $ | 31,293 | |
Payables: | | | | | |
Brokers, dealers and clearing organizations | 236 | | | — | | | 236 | |
Customers payables | 297,494 | | | — | | | 297,494 | |
Short-term borrowings | — | | | 7,137 | | | 7,137 | |
Lease liabilities | 9,308 | | | 23,040 | | | 32,348 | |
Liabilities held for sale (2) | — | | | 303,447 | | | 303,447 | |
Accrued expenses and other liabilities | 18,011 | | | 176,308 | | | 194,319 | |
Long-term debt | — | | | 75,437 | | | 75,437 | |
Total liabilities assumed | $ | 356,342 | | | $ | 585,369 | | | $ | 941,711 | |
| | | | | |
Net assets acquired | $ | 90,921 | | | $ | 359,485 | | | $ | 450,406 | |
| | | | | |
Noncontrolling interests | $ | — | | | $ | 42,168 | | | $ | 42,168 | |
(1)All goodwill is attributed to the Asset Management reportable segment.
(2)Relates to the net operating assets of the wholesale operations of OpNet.
(3)Includes intangible assets acquired as part of the OpNet acquisition in the form of purchased technology, trademarks and trade names, and customer relationships. These intangible assets are being amortized over a finite life of up to 20 years.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Stratos Acquisition
We have historically held a 49.9% voting interest in Stratos. In March 2023, certain noteholders of Global Brokerage Inc. (“GLBR”) filed an involuntary bankruptcy petition against GLBR and its subsidiary, Global Brokerage Holdings LLC (“Holdings”), which holds a 50.1% voting equity interest in Stratos. On September 14, 2023, we completed a foreclosure on the collateral that GLBR had pledged to secure its obligations under a credit facility, which consisted of GLBR’s equity interest in Stratos. As a result of the foreclosure, we own 100% of the outstanding interests of Stratos; and Stratos has become a consolidated subsidiary. As of September 14, 2023, the assets, liabilities and results of operations of Stratos are included in our consolidated financial statements.
In connection with the acquisition of the additional 50.1% interests in Stratos, we extinguished our senior secured term loan to Stratos of $39.2 million and recognized a gain of $5.6 million reflected in Principal transactions revenues. Additionally, we remeasured our previously existing 49.9% interest at fair value and recognized a loss of $4.7 million, in Other revenues, representing the excess of the carrying value of the 49.9% interest of our $47.9 million equity method investment over its fair value at the date of acquisition. The fair value of the previously existing equity interest was measured using an income approach based on estimates of future expected cash flows applying a risk-adjusted discount rate of 24.5%. Critical estimates to derive future expected cash flows includes the use of projected revenues and expenses, applicable tax rates and depreciation factors with the risk-adjusted discount rate based upon an estimated weighted average cost of capital for the acquired business.
No consideration, other than the nonmonetary exchange of our senior secured term loan, was transferred in connection with the foreclosure, which resulted in us obtaining 100% ownership of the outstanding interests of Stratos. In applying acquisition accounting, we estimated the overall enterprise fair value of Stratos consistent with the methodology utilized to fair value our previously existing 49.9% equity interest. The enterprise fair value was allocated based on the fair values of the acquired assets and assumed liabilities resulting in a gain of $0.9 million and goodwill of $5.5 million.
The results of Stratos’ operations have been included in our Consolidated Statements of Earnings for the period from the date of acquisition of September 14, 2023 through the year ended November 30, 2023 and constitute net revenues and net losses of $21.2 million and $(1.3) million, respectively.
OpNet Acquisition
We own 47.4% of the common shares and 50.0% of the voting rights of OpNet and various classes of convertible preferred stock issued by OpNet (the “preferred shares”). On November 30, 2023, we provided notice of our intent to convert certain classes of our preferred shares into common shares and, as a result, we will obtain control of OpNet. Upon the conversion, we will hold in excess of 50.0% of OpNet’s common shares and the aggregate voting rights over OpNet. Additionally, in December 2023, we exchanged €115.1 million of our shareholder loans for additional preferred shares at a price per share of €10.00.
OpNet has been considered to be a variable interest entity. As of November 30, 2023, we have determined that we are the primary beneficiary of OpNet and, accordingly, consolidate OpNet. The assets and liabilities of OpNet are included in our consolidated financial statements at November 30, 2023. The initial consolidation of a variable interest entity is accounted for under the acquisition method of accounting and at November 30, 2023, we remeasured our previously existing interests at fair value and recognized a gain of $115.8 million, representing the excess of the fair value of our previously existing interests over the carrying value of our investment of $201.6 million at November 30, 2023. The fair value of the previously existing interests was measured based on an estimate of what could be recognized in a sale transaction for certain net operating assets of OpNet which have been classified as held for sale and OpNet’s percentage ownership of Tessellis common shares based on the publicly listed exchange price of Tessellis on November 30, 2023. No consideration was transferred in connection with the consolidation.
The remaining identifiable assets and assumed liabilities of OpNet primarily represent the assets and liabilities of Tessellis. An enterprise value for Tessellis was estimated based on its market capitalization at November 30, 2023, which was then allocated to the identifiable assets, including intangible assets, liabilities, and noncontrolling interests of the entity using an income approach, which calculates the present value of the estimated economic benefit of future cash flows, in order to determine the fair value of the identified customer relationships and Tessellis trade name. Property and equipment and developed technology assets were valued using a replacement cost methodology. Critical estimates included future expected cash flows, including forecasted revenues and expenses, and applicable discount rates. Discount rates used to compute the present value of expected net cash flows were based upon estimated weighted average cost of capital. The allocation of the purchase price resulted in the recognition of goodwill relating to Tessellis of $127.1 million. We are in the process of obtaining additional information relating to the intangible assets identified for Tessellis and may adjust amounts allocated to these assets and the goodwill recognized upon completion of our assessment in subsequent reporting periods.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 5. Assets Held for Sale
Foursight
On November 20, 2023, we entered into an agreement to sell all of our membership interests in Foursight. We expect the sale to close during January 2024. At November 30, 2023, all of the assets and liabilities of Foursight have been classified as held for sale and consist of the following major classes of assets and liabilities (in thousands):
| | | | | | | | | |
| November 30, 2023 |
| | | | | |
Assets held for sale: | | | | | |
Cash and cash equivalents | $ | 3,555 | | | | | |
Other receivables | 1,478 | | | | | |
Premises and equipment, net | 1,175 | | | | | |
Operating lease assets | 7,635 | | | | | |
Goodwill (1) | 24,000 | | | | | |
Other assets (2) | 928,808 | | | | | |
Total assets held for sale | $ | 966,651 | | | | | |
| | | | | |
Liabilities held for sale: | | | | | |
Other secured financings | $ | 700,615 | | | | | |
Lease liabilities | 8,821 | | | | | |
Accrued expenses and other liabilities | 11,503 | | | | | |
Long-term debt | 149,262 | | | | | |
Total liabilities held for sale | $ | 870,201 | | | | | |
(1)Goodwill was allocated based on the relative fair values of the applicable reporting units prior to being reclassified as held for sale.
(2)Includes $850.8 million of automobile loan receivables and $42.1 million in deposits required under Foursight’s warehouse credit facilities and amounts collected on pledged automobile loan receivables yet to be distributed.
OpNet
At November 30, 2023, we have classified certain net operating assets of OpNet as held for sale in our Consolidated Statements of Financial Condition. The net operating assets that are classified as held for sale are recognized at their estimated fair values at November 30, 2023 pursuant to the step-acquisition accounting related to our interests in OpNet. See Note 4, Business Acquisitions for further information.
The major components of the held for sale assets and liabilities in the disposal group primarily consist of intangible assets relating to radio frequency networks, customer relationships and other branding rights. The liabilities held for sale consist primarily of OpNet’s outstanding publicly listed notes with an estimated fair value of $159.0 million. The fair value of the intangible assets is based on the estimated sale price of the disposal group and the fair value of the publicly listed notes are based on observations of quoted transaction prices at November 30, 2023.
Effective with the designation of the disposal group as held for sale on November 30, 2023, we suspended recording depreciation of property, plant and equipment and amortization of finite-lived intangible assets and right-of-use assets while these assets are classified as held for sale.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 6. Fair Value Disclosures
The following is a summary of our financial assets and liabilities that are accounted for at fair value on a recurring basis, excluding Investments at fair value based on net asset value (“NAV”) of $1.21 billion and $1.29 billion at November 30, 2023 and 2022, respectively, by level within the fair value hierarchy (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 (1) |
| Level 1 | | Level 2 | | Level 3 | | Counterparty and Cash Collateral Netting (2) | | Total |
Assets: | | | | | | | | | |
Financial instruments owned: | | | | | | | | | |
Corporate equity securities | $ | 3,831,698 | | | $ | 211,182 | | | $ | 181,294 | | | $ | — | | | $ | 4,224,174 | |
Corporate debt securities | — | | | 4,921,222 | | | 26,112 | | | — | | | 4,947,334 | |
Collateralized debt obligations and collateralized loan obligations | — | | | 869,246 | | | 64,862 | | | — | | | 934,108 | |
U.S. government and federal agency securities | 3,563,164 | | | 65,566 | | | — | | | — | | | 3,628,730 | |
Municipal securities | — | | | 223,502 | | | — | | | — | | | 223,502 | |
Sovereign obligations | 1,051,494 | | | 609,452 | | | — | | | — | | | 1,660,946 | |
Residential mortgage-backed securities | — | | | 2,048,309 | | | 20,871 | | | — | | | 2,069,180 | |
Commercial mortgage-backed securities | — | | | 344,902 | | | 508 | | | — | | | 345,410 | |
Other asset-backed securities | — | | | 255,048 | | | 117,661 | | | — | | | 372,709 | |
Loans and other receivables | — | | | 1,320,217 | | | 130,101 | | | — | | | 1,450,318 | |
Derivatives | 314 | | | 3,649,814 | | | 8,336 | | | (3,107,620) | | | 550,844 | |
Investments at fair value | — | | | — | | | 130,835 | | | — | | | 130,835 | |
Total financial instruments owned, excluding Investments at fair value based on NAV | $ | 8,446,670 | | | $ | 14,518,460 | | | $ | 680,580 | | | $ | (3,107,620) | | | $ | 20,538,090 | |
Securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations | $ | 110,198 | | | $ | — | | | $ | — | | | $ | — | | | $ | 110,198 | |
Securities received as collateral | 8,800 | | | — | | | — | | | — | | | 8,800 | |
| | | | | | | | | |
Liabilities: | | | | | | | | | |
Financial instruments sold, not yet purchased: | | | | | | | | | |
Corporate equity securities | $ | 2,235,049 | | | $ | 83,180 | | | $ | 676 | | | $ | — | | | $ | 2,318,905 | |
Corporate debt securities | — | | | 2,842,776 | | | 124 | | | — | | | 2,842,900 | |
Collateralized debt obligations and collateralized loan obligations | — | | | 36 | | | — | | | — | | | 36 | |
U.S. government and federal agency securities | 2,957,787 | | | — | | | — | | | — | | | 2,957,787 | |
| | | | | | | | | |
Sovereign obligations | 1,229,795 | | | 579,302 | | | — | | | — | | | 1,809,097 | |
Residential mortgage-backed securities | — | | | 463 | | | — | | | — | | | 463 | |
Commercial mortgage-backed securities | — | | | | | 840 | | | — | | | 840 | |
Loans | — | | | 173,828 | | | 1,521 | | | — | | | 175,349 | |
Derivatives | 54 | | | 3,851,004 | | | 59,291 | | | (2,764,572) | | | 1,145,777 | |
Total financial instruments sold, not yet purchased | $ | 6,422,685 | | | $ | 7,530,589 | | | $ | 62,452 | | | $ | (2,764,572) | | | $ | 11,251,154 | |
Other secured financings | — | | | — | | | 3,898 | | | — | | | 3,898 | |
Obligation to return securities received as collateral | 8,800 | | | — | | | — | | | — | | | 8,800 | |
Long-term debt | — | | | 963,846 | | | 744,597 | | | — | | | 1,708,443 | |
(1)Excludes amounts for financial instruments reclassified to Assets held for sale and Liabilities held for sale. See Note 5, Assets Held for Sale.
(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Counterparty and Cash Collateral Netting (1) | | Total |
Assets: | | | | | | | | | |
Financial instruments owned: | | | | | | | | | |
Corporate equity securities | $ | 3,117,327 | | | $ | 140,157 | | | $ | 240,347 | | | $ | — | | | $ | 3,497,831 | |
Corporate debt securities | — | | | 3,972,153 | | | 30,232 | | | — | | | 4,002,385 | |
Collateralized debt obligations and collateralized loan obligations | — | | | 71,640 | | | 55,824 | | | — | | | 127,464 | |
U.S. government and federal agency securities | 3,442,484 | | | 15,111 | | | — | | | — | | | 3,457,595 | |
Municipal securities | — | | | 574,903 | | | — | | | — | | | 574,903 | |
Sovereign obligations | 896,805 | | | 849,558 | | | — | | | — | | | 1,746,363 | |
Residential mortgage-backed securities | — | | | 1,314,199 | | | 27,617 | | | — | | | 1,341,816 | |
Commercial mortgage-backed securities | — | | | 442,471 | | | 839 | | | — | | | 443,310 | |
Other asset-backed securities | — | | | 333,164 | | | 94,677 | | | — | | | 427,841 | |
Loans and other receivables | — | | | 1,069,041 | | | 168,875 | | | — | | | 1,237,916 | |
Derivatives | 3,437 | | | 3,427,921 | | | 11,052 | | | (3,093,244) | | | 349,166 | |
Investments at fair value | — | | | 3,750 | | | 161,992 | | | — | | | 165,742 | |
Total financial instruments owned, excluding Investments at fair value based on NAV | $ | 7,460,053 | | | $ | 12,214,068 | | | $ | 791,455 | | | $ | (3,093,244) | | | $ | 17,372,332 | |
| | | | | | | | | |
Securities received as collateral | $ | 100,362 | | | $ | — | | | $ | — | | | $ | — | | | $ | 100,362 | |
| | | | | | | | | |
Liabilities: | | | | | | | | | |
Financial instruments sold, not yet purchased: | | | | | | | | | |
Corporate equity securities | $ | 2,097,436 | | | $ | 48,931 | | | $ | 750 | | | $ | — | | | $ | 2,147,117 | |
Corporate debt securities | — | | | 2,337,691 | | | 500 | | | — | | | 2,338,191 | |
U.S. government and federal agency securities | 3,223,637 | | | — | | | — | | | — | | | 3,223,637 | |
Sovereign obligations | 879,909 | | | 771,125 | | | — | | | — | | | 1,651,034 | |
| | | | | | | | | |
Commercial mortgage-backed securities | — | | | — | | | 490 | | | — | | | 490 | |
Loans | — | | | 180,147 | | | 3,164 | | | — | | | 183,311 | |
Derivatives | 204 | | | 4,174,082 | | | 70,576 | | | (2,732,165) | | | 1,512,697 | |
Total financial instruments sold, not yet purchased | $ | 6,201,186 | | | $ | 7,511,976 | | | $ | 75,480 | | | $ | (2,732,165) | | | $ | 11,056,477 | |
| | | | | | | | | |
Other secured financings | $ | — | | | $ | — | | | $ | 1,712 | | | $ | — | | | $ | 1,712 | |
Obligation to return securities received as collateral | 100,362 | | | — | | | — | | | — | | | 100,362 | |
Long-term debt | — | | | 922,705 | | | 661,123 | | | — | | | 1,583,828 | |
(1)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
The following is a description of the valuation basis, including valuation techniques and inputs, used in measuring our financial assets and liabilities that are accounted for at fair value on a recurring basis:
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations
Segregated U.S. Treasury securities are measured based on quoted market prices obtained from external pricing services and
categorized within Level 1 of the fair value hierarchy.
Corporate Equity Securities
•Exchange-Traded Equity Securities: Exchange-traded equity securities are measured based on quoted closing exchange prices, which are generally obtained from external pricing services, and are categorized within Level 1 of the fair value hierarchy, otherwise they are categorized within Level 2 of the fair value hierarchy.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•Non-Exchange-Traded Equity Securities: Non-exchange-traded equity securities are measured, where available, using broker quotations, pricing data from external pricing services and prices observed from recently executed market transactions and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange-traded equity securities are categorized within Level 3 of the fair value hierarchy and measured using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/Earnings before interest, taxes, depreciation and amortization (“EBITDA”), price/book value), discounted cash flow analyses and transaction prices observed from subsequent financing or capital issuance by the company. When using pricing data of comparable companies, judgment must be applied to adjust the pricing data to account for differences between the measured security and the comparable security (e.g., issuer market capitalization, yield, dividend rate, geographical concentration).
•Equity Warrants: Non-exchange-traded equity warrants are measured primarily from observed prices on recently executed market transactions and broker quotations and are categorized within Level 2 of the fair value hierarchy. Where such information is not available, non-exchange-traded equity warrants are generally categorized within Level 3 of the fair value hierarchy and can be measured using third-party valuation services or the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price and maturity date.
Corporate Debt Securities
•Investment Grade Corporate Bonds: Investment grade corporate bonds are measured primarily using pricing data from external pricing services and broker quotations, where available, prices observed from recently executed market transactions and bond spreads. Investment grade corporate bonds measured using these valuation methods are categorized within Level 2 of the fair value hierarchy. If broker quotes, pricing data or spread data is not available, alternative valuation techniques may be used. Investment grade corporate bonds measured using alternative valuation techniques are categorized within Level 2 or Level 3 of the fair value hierarchy.
•High Yield Corporate and Convertible Bonds: A significant portion of our high yield corporate and convertible bonds are categorized within Level 2 of the fair value hierarchy and are measured primarily using broker quotations and pricing data from external pricing services, where available, and prices observed from recently executed market transactions of institutional size. Where pricing data is less observable, valuations are categorized within Level 3 of the fair value hierarchy and are based on pending transactions involving the issuer or comparable issuers, prices implied from an issuer’s subsequent financing or recapitalization, models incorporating financial ratios and projected cash flows of the issuer and market prices for comparable issuers.
Collateralized Debt Obligations and Collateralized Loan Obligations
Collateralized debt obligations (“CDOs”) and collateralized loan obligations (“CLOs”) are measured based on prices observed from recently executed market transactions of the same or similar security or based on valuations received from third-party brokers or data providers and are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability and significance of the pricing inputs. Valuation that is based on recently executed market transactions of similar securities incorporates additional review and analysis of pricing inputs and comparability criteria, including, but not limited to, collateral type, tranche type, rating, origination year, prepayment rates, default rates and loss severity.
U.S. Government and Federal Agency Securities
•U.S. Treasury Securities: U.S. Treasury securities are measured based on quoted market prices obtained from external pricing services and categorized within Level 1 of the fair value hierarchy.
•U.S. Agency Debt Securities: Callable and non-callable U.S. agency debt securities are measured primarily based on quoted market prices obtained from external pricing services and are generally categorized within Level 1 or Level 2 of the fair value hierarchy.
Municipal Securities
Municipal securities are measured based on quoted prices obtained from external pricing services, where available, or recently executed independent transactions of comparable size and are generally categorized within Level 2 of the fair value hierarchy.
Sovereign Obligations
Sovereign government obligations are measured based on quoted market prices obtained from external pricing services, where available, or recently executed independent transactions of comparable size. Sovereign government obligations, with consideration given to the country of issuance, are generally categorized within Level 1 or Level 2 of the fair value hierarchy.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Residential Mortgage-Backed Securities
•Agency Residential Mortgage-Backed Securities (“RMBS”): Agency RMBS include mortgage pass-through securities (fixed and adjustable rate), collateralized mortgage obligations and principal-only and interest-only (including inverse interest-only) securities. Agency RMBS are generally measured using recent transactions, pricing data from external pricing services or expected future cash flow techniques that incorporate prepayment models and other prepayment assumptions to amortize the underlying mortgage loan collateral and are categorized within Level 2 or Level 3 of the fair value hierarchy. We use prices observed from recently executed transactions to develop market-clearing spread and yield assumptions. Valuation inputs with regard to the underlying collateral incorporate factors such as weighted average coupon, loan-to-value, credit scores, geographic location, maximum and average loan size, originator, servicer and weighted average loan age.
•Non-Agency RMBS: The fair value of non-agency RMBS is determined primarily using pricing data from external pricing services, where available, and discounted cash flow methodologies and securities are categorized within Level 2 or Level 3 of the fair value hierarchy based on the observability and significance of the pricing inputs used. Performance attributes of the underlying mortgage loans are evaluated to estimate pricing inputs, such as prepayment rates, default rates and the severity of credit losses. Attributes of the underlying mortgage loans that affect the pricing inputs include, but are not limited to, weighted average coupon; average and maximum loan size; loan-to-value; credit scores; documentation type; geographic location; weighted average loan age; originator; servicer; historical prepayment, default and loss severity experience of the mortgage loan pool; and delinquency rate. Yield curves used in the discounted cash flow models are based on observed market prices for comparable securities and published interest rate data to estimate market yields. In addition, broker quotes, where available, are also referenced to compare prices.
Commercial Mortgage-Backed Securities
•Agency Commercial Mortgage-Backed Securities (“CMBS”): Government National Mortgage Association (“Ginnie Mae”) project loan bonds are measured based on inputs corroborated from and benchmarked to observed prices of recent securitization transactions of similar securities with adjustments incorporating an evaluation of various factors, including prepayment speeds, default rates and cash flow structures. Federal National Mortgage Association (“Fannie Mae”) Delegated Underwriting and Servicing (“DUS”) mortgage-backed securities are generally measured by using prices observed from recently executed market transactions to estimate market-clearing spread levels for purposes of estimating fair value. Ginnie Mae project loan bonds and Fannie Mae DUS mortgage-backed securities are categorized within Level 2 of the fair value hierarchy.
•Non-Agency CMBS: Non-agency CMBS are measured using pricing data obtained from external pricing services, prices observed from recently executed market transactions or based on expected cash flow models that incorporate underlying loan collateral characteristics and performance. Non-Agency CMBS are categorized within Level 2 or Level 3 of the fair value hierarchy depending on the observability of the underlying inputs.
Other Asset-Backed Securities
Other asset-backed securities (“ABS”) include, but are not limited to, securities backed by auto loans, credit card receivables, student loans and other consumer loans and are categorized within Level 2 or Level 3 of the fair value hierarchy. Valuations are primarily determined using pricing data obtained from external pricing services, broker quotes and prices observed from recently executed market transactions. In addition, recent transaction data from comparable deals is deployed to develop market clearing yields and cumulative loss assumptions. The cumulative loss assumptions are based on the analysis of the underlying collateral and comparisons to earlier deals with similar collateral to gauge the relative performance of the deal.
Loans and Other Receivables
•Corporate Loans: Corporate loans categorized within Level 2 of the fair value hierarchy are measured based on market consensus pricing service quotations. Where available, market price quotations from external pricing services are reviewed to ensure they are supported by transaction data. Corporate loans categorized within Level 3 of the fair value hierarchy are measured based on price quotations that are considered to be less transparent. Price quotations are derived using market prices for debt securities of the same creditor and estimates of future cash flows. Future cash flows use assumptions regarding creditor default and recovery rates, credit rating, effective yield and consideration of the issuer’s capital structure.
•Participation Certificates in Agency Residential Loans: Valuations of participation certificates in agency residential loans are based on observed market prices of recently executed purchases and sales of similar loans and data provider pricing. The loan participation certificates are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions and availability of data provider pricing.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•Project Loans and Participation Certificates in Ginnie Mae Project and Construction Loans: Valuations of participation certificates in Ginnie Mae project and construction loans are based on inputs corroborated from and benchmarked to observed prices of recent securitizations with similar underlying loan collateral to derive an implied spread. Securitization prices are adjusted to estimate the fair value of the loans to account for the arbitrage that is realized at the time of securitization. The measurements are categorized within Level 2 of the fair value hierarchy given the observability and volume of recently executed transactions.
•Consumer Loans and Funding Facilities: Consumer and small business whole loans and related funding facilities are valued based on observed market transactions and incorporating valuation inputs including, but not limited to, delinquency and default rates, prepayment rates, borrower characteristics, loan risk grades and loan age. These assets are categorized within Level 2 or Level 3 of the fair value hierarchy.
•Escrow and Claim Receivables: Escrow and claim receivables are categorized within Level 2 of the fair value hierarchy where fair value is based on recent observations in the same receivable. Escrow and claim receivables are categorized within Level 3 of the fair value hierarchy where fair value is estimated based on reference to market prices and implied yields of debt securities of the same or similar issuers.
Derivatives
•Listed Derivative Contracts: Listed derivative contracts that are actively traded are measured based on quoted exchange prices, broker quotes or vanilla option valuation models, such as Black-Scholes, using observable valuation inputs from the principal market or consensus pricing services. Exchange quotes and/or valuation inputs are generally obtained from external vendors and pricing services. Broker quotes are validated directly through observable and tradeable quotes. Listed derivative contracts that use exchange close prices are generally categorized within Level 1 of the fair value hierarchy. All other listed derivative contracts are generally categorized within Level 2 of the fair value hierarchy.
•Over-the-Counter (“OTC”) Derivative Contracts: OTC derivative contracts are generally valued using models, whose inputs reflect assumptions that we believe market participants would use in valuing the derivative in a current transaction. Where available, valuation inputs are calibrated from observable market data. For many OTC derivative contracts, the valuation models do not involve material subjectivity as the methodologies do not entail significant judgment and the inputs to valuation models do not involve a high degree of subjectivity as the valuation model inputs are readily observable or can be derived from actively quoted markets. OTC derivative contracts are primarily categorized within Level 2 of the fair value hierarchy given the observability and significance of the inputs to the valuation models. Where significant inputs to the valuation are unobservable, derivative instruments are categorized within Level 3 of the fair value hierarchy.
OTC options include OTC equity, foreign exchange, interest rate and commodity options measured using various valuation models, such as Black-Scholes, with key inputs including the underlying security price, foreign exchange spot rate, commodity price, implied volatility, dividend yield, interest rate curve, strike price and maturity date. Discounted cash flow models are utilized to measure certain OTC derivative contracts including the valuations of our interest rate swaps, which incorporate observable inputs related to interest rate curves, valuations of our foreign exchange forwards and swaps, which incorporate observable inputs related to foreign currency spot rates and forward curves and valuations of our commodity swaps and forwards, which incorporate observable inputs related to commodity spot prices and forward curves. Credit default swaps include both index and single-name credit default swaps. Where available, external data is used in measuring index credit default swaps and single-name credit default swaps. For commodity and equity total return swaps, market prices are generally observable for the underlying asset and used as the basis for measuring the fair value of the derivative contracts. Total return swaps executed on other underlyings are measured based on valuations received from external pricing services.
Investments at Fair Value
Investments at fair value includes investments in hedge funds and private equity funds, which are measured at the NAV of the funds, provided by the fund managers and are excluded from the fair value hierarchy. Investments at fair value also include direct equity investments in private companies, which are measured at fair value using valuation techniques involving quoted prices of or market data for comparable companies, similar company ratios and multiples (e.g., price/EBITDA, price/book value), discounted cash flow analyses and transaction prices observed for subsequent financing or capital issuance by the company. Direct equity investments in private companies are categorized within Level 2 or Level 3 of the fair value hierarchy.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following tables present information about our investments in entities that have the characteristics of an investment company (in thousands):
| | | | | | | | | | | |
| November 30, 2023 |
| Fair Value (1) | | Unfunded Commitments |
Equity Long/Short Hedge Funds (2) | $ | 341,530 | | | $ | — | |
Equity Funds (3) | 55,701 | | | 37,534 | |
Commodity Fund (4) | 21,747 | | | — | |
Multi-asset Funds (5) | 357,445 | | | — | |
Other Funds (6) | 432,960 | | | 132,662 | |
Total | $ | 1,209,383 | | | $ | 170,196 | |
| | | | | | | | | | | |
| November 30, 2022 |
| Fair Value (1) | | Unfunded Commitments |
Equity Long/Short Hedge Funds (2) | $ | 441,229 | | | $ | — | |
Equity Funds (3) | 73,176 | | | 36,861 | |
Commodity Fund (4) | 24,283 | | | — | |
Multi-asset Funds (5) | 401,655 | | | — | |
Other Funds (6) | 353,621 | | | 53,994 | |
Total | $ | 1,293,964 | | | $ | 90,855 | |
(1)Where fair value is calculated based on NAV, fair value has been derived from each of the funds’ capital statements.
(2)Includes investments in hedge funds that invest, long and short, primarily in both public and private equity securities in domestic and international markets. At November 30, 2023 and 2022, approximately 49% and 58%, respectively, are redeemable quarterly with 90 days prior written notice and 8% and 6%, respectively, are redeemable quarterly with 60 days prior written notice. The remaining balance at November 30, 2023 and 2022, cannot be redeemed because these investments include restrictions that do not allow for redemption before November 30, 2023 or August 31, 2025.
(3)Includes investments in equity funds that invest in the equity of various U.S. and foreign private companies in a broad range of industries. These investments cannot be redeemed; instead, distributions are received through the liquidation of the underlying assets of the funds which are primarily expected to be liquidated in approximately one to eleven years.
(4)Includes investments in a hedge fund that invests, long and short, primarily in commodities. These investments are redeemable quarterly with 60 days prior written notice.
(5)Includes investments in hedge funds that invest, long and short, primarily in multi-asset securities in domestic and international markets in both the public and private sectors. At November 30, 2023 and 2022, investments representing approximately 83% and 78%, respectively, of the fair value of investments are redeemable monthly with 60 days prior written notice. At November 30, 2023 and 2022, approximately 13% and 15%, respectively, of the fair value of investments are redeemable quarterly with 90 days prior written notice.
(6)Primarily includes investments in a fund that invests in short-term trade receivables and payables that are expected to generally be outstanding between 90 to 120 days and short-term credit instruments, as well as investments in a fund that invests, long and short, in distressed and special situations credit strategies across sectors and asset types. Investments in this category are primarily redeemable quarterly with 90 days prior written notice.
Securities Received as Collateral / Obligations to Return Securities Received as Collateral
In connection with securities-for-securities transactions in which we are the lender of securities and are permitted to sell or repledge the securities received as collateral, we report the fair value of the collateral received and the related obligation to return the collateral. Valuation is based on the price of the underlying security and is categorized within the corresponding leveling guidance above. These financial instruments are typically categorized within Level 1 of the fair value hierarchy.
Other Secured Financings
Other secured financings that are accounted for at fair value are classified within Level 2 or Level 3 of the fair value hierarchy. Fair value is based on estimates of future cash flows incorporating assumptions regarding recovery rates.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Long-term Debt
Long-term debt includes variable rate, fixed-to-floating rate, equity-linked notes, constant maturity swap, digital, callable, collared floating rate and Bermudan structured notes. These are valued using various valuation models that incorporate our own credit spread, market price quotations from external pricing sources referencing the appropriate interest rate curves, volatilities and other inputs as well as prices for transactions in a given note during the period. Long-term debt notes are generally categorized within Level 2 of the fair value hierarchy where market trades have been observed during the period or model pricing is available, otherwise the notes are categorized within Level 3.
Level 3 Rollforwards
The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the year ended November 30, 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | For instruments still held at November 30, 2023, changes in unrealized gains/(losses) included in: |
| Balance at November 30, 2022 | | Total gains/ losses (realized and unrealized) (1) | | Purchases | | Sales | | Settlements | | Issuances | | Net transfers into/ (out of) Level 3 | | Balance at November 30, 2023 | | Earnings (1) | | Other comprehensive income (1) |
Assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 240,347 | | | $ | (65,037) | | | $ | 7,865 | | | $ | (1,228) | | | $ | — | | | $ | — | | | $ | (653) | | | $ | 181,294 | | | $ | (11,007) | | | $ | — | |
Corporate debt securities | 30,232 | | | 1,749 | | | 4,132 | | | (18,325) | | | (200) | | | — | | | 8,524 | | | 26,112 | | | (703) | | | — | |
CDOs and CLOs | 55,824 | | | 31,218 | | | 51,632 | | | (3,199) | | | (56,624) | | | — | | | (13,989) | | | 64,862 | | | (10,774) | | | — | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
RMBS | 27,617 | | | (5,709) | | | 10 | | | — | | | (247) | | | — | | | (800) | | | 20,871 | | | (1,775) | | | — | |
CMBS | 839 | | | (331) | | | — | | | — | | | — | | | — | | | — | | | 508 | | | (327) | | | — | |
Other ABS | 94,677 | | | (17,800) | | | 71,261 | | | (37,088) | | | (26,936) | | | — | | | 33,547 | | | 117,661 | | | (20,678) | | | — | |
Loans and other receivables | 168,875 | | | 10,995 | | | 55,520 | | | (42,999) | | | (46,383) | | | — | | | (15,907) | | | 130,101 | | | 4,168 | | | — | |
Investments at fair value | 161,992 | | | 83,382 | | | 8,852 | | | (15,080) | | | (107,963) | | | — | | | (348) | | | 130,835 | | | (5,762) | | | — | |
| | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Financial instruments sold, not yet purchased: | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 750 | | | $ | 348 | | | $ | (1,477) | | | $ | 1,055 | | | $ | — | | | $ | — | | | $ | — | | | $ | 676 | | | $ | 284 | | | $ | — | |
Corporate debt securities | 500 | | | (35) | | | (187) | | | — | | | — | | | — | | | (154) | | | 124 | | | 29 | | | — | |
| | | | | | | | | | | | | | | | | | | |
CMBS | 490 | | | — | | | — | | | 350 | | | — | | | — | | | — | | | 840 | | | — | | | — | |
Loans | 3,164 | | | (114) | | | (1,655) | | | 126 | | | — | | | — | | | — | | | 1,521 | | | (992) | | | — | |
Net derivatives (2) | 59,524 | | | (10,405) | | | (527) | | | 170 | | | (3,496) | | | 2,158 | | | 3,531 | | | 50,955 | | | 6,760 | | | — | |
Other secured financings | 1,712 | | | 2,186 | | | — | | | — | | | — | | | — | | | — | | | 3,898 | | | (2,186) | | | |
Long-term debt | 661,123 | | | 70,945 | | | — | | | — | | | — | | | 17,140 | | | (4,611) | | | 744,597 | | | (28,327) | | | (59,706) | |
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues in our Consolidated Statements of Earnings. Changes in instrument-specific credit risk related to structured notes within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased —Derivatives.
Analysis of Level 3 Assets and Liabilities for the Year Ended November 30, 2023
During the year ended November 30, 2023, transfers of assets of $88.5 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•Other ABS of $57.8 million, loans and other receivables of $16.5 million, corporate debt securities of $8.9 million and corporate equity securities of $5.3 million due to reduced pricing transparency.
During the year ended November 30, 2023, transfers of assets of $78.2 million from Level 3 to Level 2 are primarily attributed to:
•Loans and other receivables of $32.4 million, other ABS of $24.3 million, CDOs and CLOs of $14.0 and corporate equity securities of $6.0 million due to greater pricing transparency.
During the year ended November 30, 2023, transfers of liabilities of $60.8 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•Net derivatives of $35.6 million and structured notes within long-term debt of $25.2 million due to reduced pricing and market transparency.
During the year ended November 30, 2023, transfers of liabilities of $62.0 million from Level 3 to Level 2 of the fair value hierarchy are primarily attributed to:
•Net derivatives of $32.0 million and structured notes within long-term debt of $29.8 million due to greater pricing and market transparency.
Net gains on Level 3 assets were $38.5 million and net losses on Level 3 liabilities were $62.9 million for the year ended November 30, 2023. Net gains on Level 3 assets were primarily due to increased market values in investments at fair value, CDOs and CLOs and loans and other receivables, partially offset by decreases in corporate equity securities and other ABS. Net losses on Level 3 liabilities were primarily due to increased market valuations of certain structured notes within long-term debt, partially offset by decreases in certain derivatives.
The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the year ended November 30, 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | For instruments still held at November 30, 2022, changes in unrealized gains/(losses) included in: |
| Balance at November 30, 2021 | | Total gains/ losses (realized and unrealized) (1) | | Purchases | | Sales | | Settlements | | Issuances | | Net transfers into/ (out of) Level 3 | | Balance at November 30, 2022 | | Earnings (1) | | Other comprehensive income (1) |
Assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 118,489 | | | $ | (645) | | | $ | 171,700 | | | $ | (62,474) | | | $ | (298) | | | $ | — | | | $ | 13,575 | | | $ | 240,347 | | | $ | 7,286 | | | $ | — | |
Corporate debt securities | 11,803 | | | 946 | | | 18,686 | | | (23,964) | | | (9) | | | — | | | 22,770 | | | 30,232 | | | (2,087) | | | — | |
CDOs and CLOs | 31,946 | | | 7,099 | | | 44,995 | | | (22,600) | | | (16,634) | | | — | | | 11,018 | | | 55,824 | | | (10,938) | | | — | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
RMBS | 1,477 | | | (13,210) | | | 35,774 | | | (372) | | | (240) | | | — | | | 4,188 | | | 27,617 | | | (7,728) | | | — | |
CMBS | 2,333 | | | (733) | | | — | | | (749) | | | — | | | — | | | (12) | | | 839 | | | (703) | | | — | |
Other ABS | 93,524 | | | (6,467) | | | 74,353 | | | (20,362) | | | (39,647) | | | — | | | (6,724) | | | 94,677 | | | (26,982) | | | — | |
Loans and other receivables | 178,417 | | | (1,912) | | | 45,536 | | | (33,692) | | | (48,218) | | | — | | | 28,744 | | | 168,875 | | | (11,610) | | | — | |
Investments at fair value | 154,373 | | | 46,735 | | | 74,984 | | | (74,742) | | | (15,951) | | | — | | | (23,407) | | | 161,992 | | | 33,294 | | | — | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Financial instruments sold, not yet purchased: | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 4,635 | | | $ | (3,611) | | | $ | (815) | | | $ | 4,858 | | | $ | — | | | $ | — | | | $ | (4,317) | | | $ | 750 | | | $ | 2,382 | | | $ | — | |
Corporate debt securities | 482 | | | 88 | | | (70) | | | — | | | — | | | — | | | — | | | 500 | | | (88) | | | — | |
CMBS | 210 | | | — | | | — | | | 280 | | | — | | | — | | | — | | | 490 | | | — | | | — | |
Loans | 9,925 | | | 1,197 | | | (5,173) | | | — | | | 96 | | | — | | | (2,881) | | | 3,164 | | | (2,484) | | | — | |
Net derivatives (2) | 67,769 | | | (181,750) | | | (1,559) | | | 1,285 | | | — | | | 28,436 | | | 145,343 | | | 59,524 | | | 168,304 | | | — | |
Other secured financings | 25,905 | | | (650) | | | — | | | — | | | (23,543) | | | — | | | — | | | 1,712 | | | 650 | | | — | |
Long-term debt | 881,732 | | | (280,967) | | | — | | | — | | | (3,919) | | | 83,874 | | | (19,597) | | | 661,123 | | | 239,400 | | | 41,567 | |
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues in our Consolidated Statements of Earnings. Changes in instrument-specific credit risk related to structured notes within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Analysis of Level 3 Assets and Liabilities for the Year Ended November 30, 2022
During the year ended November 30, 2022, transfers of assets of $111.7 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•Loans and other receivables of $33.2 million, corporate debt securities of $22.8 million, Other ABS of $22.6 million, corporate equity securities of $17.9 million and CDOs and CLOs of $11.0 million due to reduced pricing transparency.
During the year ended November 30, 2022, transfers of assets of $61.5 million from Level 3 to Level 2 are primarily attributed to:
•Other ABS of $29.3 million, investments at fair value of $23.4 million, loans and other receivables of $4.5 million and corporate equity securities of $4.3 million due to greater pricing transparency supporting classification into Level 2.
During the year ended November 30, 2022, transfers of liabilities of $172.1 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•Net derivatives of $152.8 million and structured notes within long-term debt of $19.3 million due to reduced pricing and market transparency.
During the year ended November 30, 2022, transfers of liabilities of $53.6 million from Level 3 to Level 2 of the fair value hierarchy are primarily attributed to:
•Structured notes within long-term debt of $38.9 million, net derivatives of $7.5 million and corporate equity securities of $4.3 million due to greater pricing and market transparency.
Net gains on Level 3 assets were $31.8 million and net gains on Level 3 liabilities were $465.7 million for the year ended November 30, 2022. Net gains on Level 3 assets were primarily due to increased market values in investments at fair value and CDOs and CLOs, partially offset by decreases in RMBS and Other ABS. Net gains on Level 3 liabilities were primarily due to decreased market valuations of certain structured notes within long-term debt and certain derivatives.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following is a summary of changes in fair value of our financial assets and liabilities that have been categorized within Level 3 of the fair value hierarchy for the year ended November 30, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | For instruments still held at November 30, 2021, changes in unrealized gains/(losses) included in: |
| Balance at November 30, 2020 | | Total gains/ losses (realized and unrealized) (1) | | Purchases | | Sales | | Settlements | | Issuances | | Net transfers into/ (out of) Level 3 | | Balance at November 30, 2021 | | Earnings (1) | | Other comprehensive income (1) |
Assets: | | | | | | | | | | | | | | | | | | | |
Financial instruments owned: | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 116,089 | | | $ | 19,213 | | | $ | 8,778 | | | $ | (34,307) | | | $ | (49) | | | $ | — | | | $ | 8,765 | | | $ | 118,489 | | | $ | 11,589 | | | $ | — | |
Corporate debt securities | 23,146 | | | 1,565 | | | 11,161 | | | (7,978) | | | (1,417) | | | — | | | (14,674) | | | 11,803 | | | 1,724 | | | — | |
CDOs and CLOs | 17,972 | | | 8,092 | | | 32,618 | | | (27,332) | | | (5,042) | | | — | | | 5,638 | | | 31,946 | | | (4,390) | | | — | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
RMBS | 21,826 | | | (243) | | | 708 | | | (1,183) | | | (354) | | | — | | | (19,277) | | | 1,477 | | | (131) | | | — | |
CMBS | 2,003 | | | (1,694) | | | 2,445 | | | (393) | | | (13) | | | — | | | (15) | | | 2,333 | | | (733) | | | — | |
Other ABS | 79,995 | | | 5,335 | | | 65,277 | | | (21,727) | | | (45,397) | | | — | | | 10,041 | | | 93,524 | | | (14,471) | | | |
Loans and other receivables | 186,568 | | | 1,250 | | | 50,167 | | | (55,848) | | | (20,442) | | | — | | | 16,722 | | | 178,417 | | | (4,905) | | | — | |
Investments, at fair value | 213,946 | | | 112,012 | | | 22,957 | | | (47,243) | | | (9,809) | | | — | | | (137,490) | | | 154,373 | | | 25,723 | | | — | |
| | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Financial instruments sold, not yet purchased: | | | | | | | | | | | | | | | | | | | |
Corporate equity securities | $ | 4,434 | | | $ | (83) | | | $ | (21) | | | $ | 318 | | | $ | — | | | $ | — | | | $ | (13) | | | $ | 4,635 | | | $ | 83 | | | $ | — | |
Corporate debt securities | 141 | | | 1,205 | | | (815) | | | — | | | (49) | | | — | | | — | | | 482 | | | (139) | | | — | |
CMBS | 35 | | | — | | | (35) | | | 210 | | | — | | | — | | | — | | | 210 | | | — | | | — | |
Loans | 6,913 | | | 3,384 | | | (469) | | | 220 | | | — | | | — | | | (123) | | | 9,925 | | | (1,523) | | | — | |
Net derivatives (2) | 26,017 | | | 7,246 | | | — | | | — | | | (1,491) | | | 44,453 | | | (8,456) | | | 67,769 | | | (7,371) | | | — | |
Other secured financings | 1,543 | | | (649) | | | — | | | — | | | — | | | 25,011 | | | — | | | 25,905 | | | 649 | | | — | |
Long-term debt | 676,028 | | | (22,132) | | | — | | | — | | | — | | | 169,975 | | | 57,861 | | | 881,732 | | | 85,260 | | | (63,126) | |
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues in our Consolidated Statements of Earnings. Changes in instrument-specific credit risk related to structured notes within long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased —Derivatives.
Analysis of Level 3 Assets and Liabilities for the Year Ended November 30, 2021
During the year ended November 30, 2021, transfers of assets of $21.1 million from Level 2 to Level 3 of the fair value hierarchy are primarily attributed to:
•Other ABS of $10.2 million, CDOs and CLOs of $7.6 million and corporate debt securities of $3.3 million due to reduced price transparency.
During the year ended November 30, 2021, transfers of assets of $168.7 million from Level 3 to Level 2 are primarily attributed to:
•Investments at fair value of $137.5 million, RMBS of $19.3 million, corporate debt securities of $17.9 million and corporate equity securities of $5.4 million due to greater pricing transparency supporting classification into Level 2.
During the year ended November 30, 2021, transfers of liabilities of $74.3 million from Level 2 to Level 3 are primarily attributed to:
•Structured notes within long-term debt of $57.9 million and net derivatives of $16.2 million due to reduced market and pricing transparency.
During the year ended November 30, 2021, transfers of liabilities of $24.7 million from Level 3 to Level 2 are primarily attributed to:
•Net derivatives of $24.7 million due to greater pricing transparency.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Net gains on Level 3 assets were $140.0 million and net gains on Level 3 liabilities were $12.9 million for the year ended November 30, 2021. Net gains on Level 3 assets were primarily due to increased market values in investments at fair value, corporate equity securities and CDOs and CLOs. Net gains on Level 3 liabilities were primarily due to decreased market valuations of certain structured notes within long-term debt, partially offset by decreased values of certain derivatives and loans.
Quantitative Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements at November 30, 2023 and 2022
The tables below present information on the valuation techniques, significant unobservable inputs and their ranges for our financial assets and liabilities, subject to threshold levels related to the market value of the positions held, measured at fair value on a recurring basis with a significant Level 3 balance. The range of unobservable inputs could differ significantly across different firms given the range of products across different firms in the financial services sector. The inputs are not representative of the inputs that could have been used in the valuation of any one financial instrument (i.e., the input used for valuing one financial instrument within a particular class of financial instruments may not be appropriate for valuing other financial instruments within that given class). Additionally, the ranges of inputs presented below should not be construed to represent uncertainty regarding the fair values of our financial instruments; rather, the range of inputs is reflective of the differences in the underlying characteristics of the financial instruments in each category.
For certain categories, we have provided a weighted average of the inputs allocated based on the fair values of the financial instruments comprising the category. We do not believe that the range or weighted average of the inputs is indicative of the reasonableness of uncertainty of our Level 3 fair values. The range and weighted average are driven by the individual financial instruments within each category and their relative distribution in the population. The disclosed inputs when compared with the inputs as disclosed in other periods should not be expected to necessarily be indicative of changes in our estimates of unobservable inputs for a particular financial instrument as the population of financial instruments comprising the category will vary from period to period based on purchases and sales of financial instruments during the period as well as transfers into and out of Level 3 each period.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
November 30, 2023 |
Financial Instruments Owned | | Fair Value (in thousands) | | Valuation Technique | | Significant Unobservable Input(s) | | Input / Range | | Weighted Average |
Corporate equity securities | | $ | 181,294 | | | | | | | | | | | |
Non-exchange-traded securities | | Market approach | | Price | | $0 | - | $325 | | $59 |
Corporate debt securities | | $ | 26,112 | | | Market approach | | Price | | $40 | - | $94 | | $50 |
| | | | Discounted cash flows | | Discount rate/yield | | 11% | | — |
| | | | Scenario analysis | | Estimated recovery percentage | | 4% | | — |
CDOs and CLOs | | $ | 64,862 | | | Discounted cash flows | | Constant prepayment rate | | 15 | % | - | 20% | | 19.2 |
| | | | | | Constant default rate | | 2% | | — |
| | | | | | Loss severity | | 35 | % | - | 40% | | 36% |
| | | | | | Discount rate/yield | | 21 | % | - | 26% | | 24% |
| | | | Market approach | | Price | | $48 | - | $100 | | $88 |
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| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
CMBS | | $ | 508 | | | Scenario analysis | | Estimated recovery percentage | | 28% | | — |
Other ABS | | $ | 102,423 | | | Discounted cash flows | | Discount rate/yield | | 10 | % | - | 21% | | 18% |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | Cumulative loss rate | | 9 | % | - | 32% | | 25% |
| | | | | | Duration (years) | | 1.1 | - | 2.2 | | 1.7 |
| | | | Market approach | | Price | | $100 | | — |
Loans and other receivables | | $ | 130,101 | | | Market approach | | Price | | $82 | - | $157 | | $127 |
| | | | Scenario analysis | | Estimated recovery percentage | | 7 | % | - | 73% | | 40% |
Derivatives | | $ | 2,395 | | | | | | | | | | | |
Equity options | | | | Volatility benchmarking | | Volatility | | 60% | | — |
| | | | | | | | | | | | |
| | | | | | | | | | |
Investments at fair value | | $ | 127,237 | | | | | | | | | | | |
Private equity securities | | | | Market approach | | Price | | $1 | - | $6,819 | | $484 |
| | | | | | Discount rate/yield | | 28% | | — |
| | | | | | Revenue | | $30,538,979 | | — |
Financial Instruments Sold, Not Yet Purchased: | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | |
Corporate debt securities | | $ | 124 | | | Scenario analysis | | Estimated recovery percentage | | 4% | | — |
Loans | | $ | 1,521 | | | Market approach | | Price | | $101 | | — |
| | | | | | | | | | |
Derivatives | | $ | 56,779 | | | | | | | | | | | |
Equity options | | | | Volatility benchmarking | | Volatility | | 31 | % | - | 87% | | 42% |
Embedded options | | | | Market approach | | Basis points upfront | | 0.4 | - | 25.5 | | 17.9 |
| | | | | | | | | | |
Other secured financings | | $ | 3,898 | | | Scenario analysis | | Estimated recovery percentage | | 18 | % | - | 73% | | 53% |
Long-term debt | | $ | 744,597 | | | | | | | | | | | |
Structured notes | | | | Market approach | | Price | | $57 | - | $114 | | $78 |
| | | | | | Price | | €60 | - | €103 | | €84 |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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November 30, 2022 |
Financial Instruments Owned: | | Fair Value (in thousands) | | Valuation Technique | | Significant Unobservable Input(s) | | Input / Range | | Weighted Average |
Corporate equity securities | | $ | 240,347 | | | | | | | | | | |
Non-exchange-traded securities | | Market approach | | Price | | $0 | - | $325 | | $43 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Corporate debt securities | | $ | 30,232 | | | Market approach | | Price | | $48 | - | $82 | | $65 |
| | | | | | EBITDA multiple | | 4.2 | | — |
| | | | Scenario analysis | | Estimated recovery percentage | | 7% | | — |
CDOs and CLOs | | $ | 55,824 | | | Discounted cash flows | | Constant prepayment rate | | 20% | | — |
| | | | | | Constant default rate | | 2 | % | - | 3% | | 2% |
| | | | | | Loss severity | | 30 | % | - | 40% | | 32% |
| | | | | | Discount rate/yield | | 18 | % | - | 23% | | 22% |
| | | | Market approach | | Price | | $67 | - | $102 | | $89 |
| | | | Scenario analysis | | Estimated recovery percentage | | 69% | | — |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
CMBS | | $ | 839 | | | Scenario analysis | | Estimated recovery percentage | | 45% | | — |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Other ABS | | $ | 55,858 | | | Discounted cash flows | | Discount rate/yield | | 6 | % | - | 20% | | 17% |
| | | | | | Cumulative loss rate | | 8 | % | - | 22% | | 19% |
| | | | | | Duration (years) | | 0.8 | - | 1.6 | | 1.2 |
| | | | | | | | | | | | |
Loans and other receivables | | $ | 168,875 | | | Market approach | | Price | | $1 | - | $150 | | $82 |
| | | | | | | | | | | | |
| | | | Scenario analysis | | Estimated recovery percentage | | 6 | % | - | 78% | | 30% |
| | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
Investments at fair value | | $ | 159,304 | | | | | | | | | | | |
Private equity securities | | | | Market approach | | Price | | $0 | - | $14,919 | | $604 |
| | | | | | Discount rate/yield | | 23% | | — |
| | | | | | Revenue | | $30,194,338 | | — |
| | | | | | | | | | |
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Financial Instruments Sold, Not Yet Purchased: | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
Derivatives | | $ | 65,841 | | | | | | | | | | | |
Equity options | | | | Volatility benchmarking | | Volatility | | 26 | % | - | 75% | | 51% |
| | | | | | | | | | | | |
| | | | | | | | | | |
Other secured financings | | $ | 1,712 | | | Scenario analysis | | Estimated recovery percentage | | 9 | % | - | 30% | | 23% |
Long-term debt | | $ | 661,123 | | | | | | | | | | | |
Structured notes | | | | Market approach | | Price | | $51 | - | $97 | | $64 |
| | | | | | Price | | €59 | - | €99 | | €77 |
The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information, unadjusted past transaction prices or a percentage of the reported enterprise fair value are excluded from the above tables. At November 30, 2023 and 2022, asset exclusions consisted of $45.6 million and $80.2 million, respectively, primarily composed of RMBS, other ABS, certain derivatives and investments at fair value. At November 30, 2023 and 2022, liability exclusions consisted of $4.0 million and $9.6 million, respectively, primarily composed of corporate equity securities, corporate debt securities, CMBS, loans and certain derivatives.
Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs
For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, the uncertainty of the fair value measurement due to the use of significant unobservable inputs and interrelationships between those unobservable inputs (if any) are described below:
•Non-exchange-traded securities, corporate debt securities, CDOs and CLOs, loans and other receivables, other ABS, private equity securities, certain derivatives and structured notes using a market approach valuation technique. A significant increase (decrease) in the price of the private equity securities, non-exchange-traded securities, corporate debt securities, CDOs and CLOs, other ABS, loans and other receivables or structured notes would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the EBITDA multiple related to corporate debt would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the revenue multiple related to private equity securities would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount rate/security yield related to private equity securities would result in a significantly lower (higher) fair value measurement. Depending on whether we are a receiver or (payer) of basis points upfront, a significant increase in basis points would result in a significant increase (decrease) in the fair value measurement of options.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
•Loans and other receivables, corporate debt securities, CDOs and CLOs, CMBS and other secured financings using scenario analysis. A significant increase (decrease) in the possible recovery rates of the cash flow outcomes underlying the financial instrument would result in a significantly higher (lower) fair value measurement for the financial instrument.
•CDOs and CLOs, corporate debt securities and other ABS using a discounted cash flow valuation technique. A significant increase (decrease) in isolation in the constant default rate, loss severity or cumulative loss rate would result in a significantly lower (higher) fair value measurement. The impact of changes in the constant prepayment rate and duration would have differing impacts depending on the capital structure and type of security. A significant increase (decrease) in the discount rate/security yield would result in a significantly lower (higher) fair value measurement.
•Derivative equity options using volatility benchmarking. A significant increase (decrease) in volatility would result in a significantly higher (lower) fair value measurement.
Fair Value Option Election
We have elected the fair value option for all loans and loan commitments made by our investment banking and capital markets businesses. These loans and loan commitments include loans entered into by our investment banking division in connection with client bridge financing and loan syndications, loans purchased by our leveraged credit trading desk as part of its bank loan trading activities and mortgage and consumer loan commitments, purchases and fundings in connection with mortgage-backed and other asset-backed securitization activities. Loans and loan commitments originated or purchased by our leveraged credit and mortgage-backed businesses are managed on a fair value basis. Loans are included in Financial instruments owned and loan commitments are included in Financial instruments owned and Financial instruments sold, not yet purchased in our Consolidated Statements of Financial Condition. The fair value option election is not applied to loans made to affiliate entities as such loans are entered into as part of ongoing, strategic business ventures. Loans to affiliate entities are included in Investments in and loans to related parties in our Consolidated Statements of Financial Condition and are accounted for on an amortized cost basis. We have also elected the fair value option for certain of our structured notes which are managed by our investment banking and capital markets businesses and are included in Long-term debt in our Consolidated Statements of Financial Condition. We have elected the fair value option for certain financial instruments held by subsidiaries as the investments are risk managed by us on a fair value basis. The fair value option has been elected for certain other secured financings that arise in connection with our securitization activities and other structured financings. Other secured financings, Receivables – Brokers, dealers and clearing organizations, Receivables – Customers, Receivables – Fees, interest and other, Payables – Brokers, dealers and clearing organizations and Payables – Customers, are accounted for at cost plus accrued interest rather than at fair value; however, the recorded amounts approximate fair value due to their liquid or short-term nature.
The following is a summary of gains (losses) due to changes in fair value related to instrument-specific credit risk on loans, other receivables and debt instruments and gains (losses) due to other changes in fair value on Long-term debt measured at fair value under the fair value option (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Financial instruments owned: | | | | | |
Loans and other receivables | $ | 46,421 | | | $ | (20,529) | | | $ | 11,682 | |
Financial instruments sold, not yet purchased: | | | | | |
Loans | — | | | — | | | 1,077 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Other secured financings: | | | | | |
Other changes in fair value (2) | (2,186) | | | 695 | | | 650 | |
Long-term debt: | | | | | |
Changes in instrument-specific credit risk (1) | (106,801) | | | 63,344 | | | (113,027) | |
Other changes in fair value (2) | 21,373 | | | 345,050 | | | 108,739 | |
(1)Changes in fair value of structured notes related to instrument-specific credit risk are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Other changes in fair value are included in Principal transactions revenues in our Consolidated Statements of Earnings.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following is a summary of the amounts by which contractual principal is greater than (less than) fair value for loans and other receivables, Other secured financings and Long-term debt measured at fair value under the fair value option (in thousands):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Financial instruments owned: | | | |
Loans and other receivables (1) | $ | 2,344,468 | | | $ | 2,144,632 | |
Loans and other receivables on nonaccrual status and/or 90 days or greater past due (1) (2) | 259,354 | | | 181,766 | |
Long-term debt | 294,356 | | | 369,990 | |
Other secured financings | 1,377 | | | 3,563 | |
(1)Interest income is recognized separately from other changes in fair value and is included in Interest revenues in our Consolidated Statements of Earnings.
(2)Amounts include loans and other receivables 90 days or greater past due by which contractual principal exceeds fair value of $187.4 million and $83.4 million at November 30, 2023 and 2022, respectively.
The aggregate fair value of loans and other receivables on nonaccrual status and/or 90 days or greater past due was $98.1 million and $69.2 million at November 30, 2023 and 2022, respectively, which includes loans and other receivables 90 days or greater past due of $37.6 million and $65.1 million at November 30, 2023 and 2022, respectively.
Assets Measured at Fair Value on a Non-recurring Basis
Certain assets were measured at fair value on a non-recurring basis and are not included in the tables above. The following table presents those assets measured at fair value on a non-recurring basis for which we recognized a non-recurring fair value adjustment during the years ended November 30, 2023, 2022 and 2021 (in thousands):
| | | | | | | | | | | | | | | | | |
November 30, 2023 | Level 2 | | Level 3 | | Impairment Losses |
Exchange ownership interests and registrations (1) | $ | — | | | $ | — | | | $ | 78 | |
Investments in and loans to related parties (2) | — | | | — | | | 57,248 | |
Other assets (3) | — | | | 1,755 | | | 2,101 | |
| | | | | | | | | | | | | | | | | |
November 30, 2022 | Level 2 | | Level 3 | | Impairment Losses |
Exchange ownership interests and registrations (1) | $ | — | | | $ | — | | | $ | 39 | |
Investments in and loans to related parties (4) | — | | | 106,172 | | | 27,119 | |
Other assets (5) | — | | | 1,709 | | | 6,701 | |
| | | | | | | | | | | | | | | | | |
November 30, 2021 | Level 2 | | Level 3 | | Impairment Losses |
Exchange ownership interests and registrations (1) | $ | 1,935 | | | $ | — | | | $ | 66 | |
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| | | | | |
(1)These impairment losses, which represent ownership interests in market exchanges on which trading business is conducted, and registrations, were recognized in Other expenses in our Consolidated Statements of Earnings and the assets were in the Investment Banking and Capital Markets reportable business segment. The fair value is based on observed quoted sales prices for each individual membership. See Note 13, Goodwill and Intangible Assets.
(2)These impairment losses, which are related to an equity method investment, were recognized in Other revenues in our Consolidated Statements of Earnings and the asset was in the Asset Management reportable business segment. Fair value was based on our best estimate of what could be recognized in a sale transaction for the investment.
(3)These impairment losses, which are related to real estate held for development, were recognized in Other revenues in our Consolidated Statements of Earnings and are held in the Asset Management reportable business segment. Fair value was based on estimated future cash flows using discounts rates ranging from 10.0% to 14.0%.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(4)These impairment losses, which are related to certain equity method investments, were recognized in Other revenues in our Consolidated Statements of Earnings and the assets were in the Asset Management reportable business segment. The fair values were based on estimated future cash flows using discount rates ranging from 10.0% to 23.0%. See Note 11, Investments.
(5)These impairment losses, which relate to a real estate property, were recognized in Other expenses in our Consolidated Statements of Earnings and the assets were in the Asset Management reportable business segment. The fair values were based on estimated future cash flows discounted at 12.0%.
Financial Instruments Not Measured at Fair Value
Certain of our financial instruments are not carried at fair value but are recorded at amounts that approximate fair value due to their liquid or short-term nature and generally negligible credit risk. These financial assets include Cash and cash equivalents and Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations and would generally be presented within Level 1 of the fair value hierarchy.
Additionally, at November 30, 2023 and 2022, we had equity securities without readily determinable fair values, which we account for at cost, minus impairment, of $0.0 million and $37.0 million, respectively, which are presented within Other assets in the Consolidated Statements of Financial Condition. Gains (losses) of $(122.2) million, $3.6 million and $0.8 million were recognized on these investments during the years ended November 30, 2023, 2022 and 2021, respectively. Impairments and downward adjustments on these investments during the year ended November 30, 2023 were $80.3 million. There were no impairments and downward adjustments on these investments during the years ended November 30, 2022 and 2021. These investments would generally be presented within Level 3 of the fair value hierarchy.
Note 7. Derivative Financial Instruments
Derivative Financial Instruments
Our derivative activities are recorded at fair value in our Consolidated Statements of Financial Condition in Financial instruments owned and Financial instruments sold, not yet purchased, net of cash paid or received under credit support agreements and on a net counterparty basis when a legally enforceable right to offset exists under a master netting agreement. We enter into derivative transactions to satisfy the needs of our clients and to manage our own exposure to market and credit risks. In addition, we apply hedge accounting to: (1) interest rate swaps that have been designated as fair value hedges of the changes in fair value due to the benchmark interest rate for certain fixed rate senior long-term debt, and (2) forward foreign exchange contracts designated as hedges to offset the change in the value of certain net investments in foreign operations.
See Note 6, Fair Value Disclosures, and Note 24, Commitments, Contingencies and Guarantees for additional disclosures about derivative financial instruments.
Derivatives are subject to various risks similar to other financial instruments, including market, credit and operational risk. The risks of derivatives should not be viewed in isolation, but rather should be considered on an aggregate basis along with our other trading-related activities. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with proprietary trading as part of our firm wide risk management policies.
In connection with our derivative activities, we may enter into International Swaps and Derivatives Association, Inc. master netting agreements or similar agreements with counterparties. See Note 2, Summary of Significant Accounting Policies for additional information regarding the offsetting of derivative contracts.
The following tables present the fair value and related number of derivative contracts at November 30, 2023 and 2022 categorized by type of derivative contract and the platform on which these derivatives are transacted. The fair value of assets/liabilities represents our receivable/payable for derivative financial instruments, gross of counterparty netting and cash collateral received and pledged. The following tables also provide information regarding (1) the extent to which, under enforceable master netting arrangements, such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S. GAAP and (2) the extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position (in thousands, except contract amounts).
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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| November 30, 2023 (1) |
| Assets | | Liabilities |
| Fair Value | | Number of Contracts (2) | | Fair Value | | Number of Contracts (2) |
Derivatives designated as accounting hedges: | | | | | | | |
Interest rate contracts: | | | | | | | |
Cleared OTC | $ | — | | | — | | | $ | 6,070 | | | 3 | |
Foreign exchange contracts: | | | | | | | |
Bilateral OTC | 259 | | | 1 | | | 19,638 | | | 3 | |
Total derivatives designated as accounting hedges | 259 | | | | | 25,708 | | | |
| | | | | | | |
Derivatives not designated as accounting hedges: | | | | | | | |
Interest rate contracts: | | | | | | | |
Exchange-traded | 316 | | | 88,354 | | | 63 | | | 67,643 | |
Cleared OTC | 1,156,937 | | | 4,415 | | | 1,185,503 | | | 4,544 | |
Bilateral OTC | 893,983 | | | 1,179 | | | 1,266,506 | | | 786 | |
Foreign exchange contracts: | | | | | | | |
Exchange-traded | — | | | — | | | — | | | 4 | |
| | | | | | | |
Bilateral OTC | 147,470 | | | 66,254 | | | 129,770 | | | 38,585 | |
Equity contracts: | | | | | | | |
Exchange-traded | 678,542 | | | 1,180,832 | | | 393,220 | | | 1,174,298 | |
| | | | | | | |
Bilateral OTC | 715,754 | | | 31,116 | | | 850,088 | | | 16,234 | |
Commodity contracts: | | | | | | | |
Exchange-traded | 59 | | | 735 | | | 33 | | | 940 | |
| | | | | | | |
Bilateral OTC | 5,662 | | | 15,497 | | | 1,398 | | | 6,455 | |
Credit contracts: | | | | | | | |
| | | | | | | |
Cleared OTC | 38,046 | | | 133 | | | 38,487 | | | 81 | |
Bilateral OTC | 21,436 | | | 22 | | | 19,573 | | | 29 | |
Total derivatives not designated as accounting hedges | 3,658,205 | | | | | 3,884,641 | | | |
Total gross derivative assets/liabilities: | | | | | | | |
Exchange-traded | 678,917 | | | | | 393,316 | | | |
Cleared OTC | 1,194,983 | | | | | 1,230,060 | | | |
Bilateral OTC | 1,784,564 | | | | | 2,286,973 | | | |
Amounts offset in our Consolidated Statements of Financial Condition (3): | | | | | | | |
Exchange-traded | (384,392) | | | | | (384,392) | | | |
Cleared OTC | (1,189,517) | | | | | (1,189,513) | | | |
Bilateral OTC | (1,533,711) | | | | | (1,190,667) | | | |
Net amounts per Consolidated Statements of Financial Condition (4) | $ | 550,844 | | | | | $ | 1,145,777 | | | |
(1)Exchange-traded derivatives include derivatives executed on an organized exchange. Cleared OTC derivatives include derivatives executed bilaterally and subsequently novated to and cleared through central clearing counterparties. Bilateral OTC derivatives include derivatives executed and settled bilaterally without the use of an organized exchange or central clearing counterparty.
(2)Number of exchange-traded contracts may include open futures contracts. The unsettled fair value of these futures contracts is included in Receivables from/Payables to brokers, dealers and clearing organizations in our Consolidated Statements of Financial Condition.
(3)Amounts netted include both netting by counterparty and for cash collateral paid or received.
(4)We have not received or pledged additional collateral under master netting agreements and/or other credit support agreements that is eligible to be offset beyond what has been offset in our Consolidated Statements of Financial Condition.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 (1) |
| Assets | | Liabilities |
| Fair Value | | Number of Contracts (2) | | Fair Value | | Number of Contracts (2) |
Derivatives designated as accounting hedges: | | | | | | | |
Interest rate contracts: | | | | | | | |
Cleared OTC | $ | — | | | — | | | $ | 217,922 | | | 3 | |
Foreign exchange contracts: | | | | | | | |
Bilateral OTC | — | | | — | | | 57,875 | | | 5 | |
Total derivatives designated as accounting hedges | — | | | | | 275,797 | | | |
| | | | | | | |
Derivatives not designated as accounting hedges: | | | | | | | |
Interest rate contracts: | | | | | | | |
Exchange-traded | 3,297 | | | 49,736 | | | 123 | | | 36,085 | |
Cleared OTC | 655,140 | | | 3,843 | | | 452,570 | | | 4,203 | |
Bilateral OTC | 1,044,632 | | | 772 | | | 1,573,975 | | | 704 | |
Foreign exchange contracts: | | | | | | | |
Exchange-traded | — | | | 2 | | | — | | | 1 | |
| | | | | | | |
Bilateral OTC | 287,594 | | | 2,398 | | | 251,339 | | | 2,428 | |
Equity contracts: | | | | | | | |
Exchange-traded | 1,074,134 | | | 1,323,637 | | | 864,804 | | | 1,338,129 | |
Bilateral OTC | 348,611 | | | 5,201 | | | 800,230 | | | 5,543 | |
Commodity contracts: | | | | | | | |
Exchange-traded | 37 | | | 597 | | | 19 | | | 607 | |
Bilateral OTC | 4,327 | | | 5 | | | 4,874 | | | 3 | |
Credit contracts: | | | | | | | |
Cleared OTC | 8,364 | | | 51 | | | 7,742 | | | 35 | |
Bilateral OTC | 16,274 | | | 9 | | | 13,389 | | | 8 | |
Total derivatives not designated as accounting hedges | 3,442,410 | | | | | 3,969,065 | | | |
Total gross derivative assets/liabilities: | | | | | | | |
Exchange-traded | 1,077,468 | | | | | 864,946 | | | |
Cleared OTC | 663,504 | | | | | 678,234 | | | |
Bilateral OTC | 1,701,438 | | | | | 2,701,682 | | | |
Amounts offset in our Consolidated Statements of Financial Condition (3): | | | | | | | |
Exchange-traded | (858,921) | | | | | (858,921) | | | |
Cleared OTC | (655,969) | | | | | (657,192) | | | |
Bilateral OTC | (1,578,354) | | | | | (1,216,052) | | | |
Net amounts per Consolidated Statements of Financial Condition (4) | $ | 349,166 | | | | | $ | 1,512,697 | | | |
(1)Exchange-traded derivatives include derivatives executed on an organized exchange. Cleared OTC derivatives include derivatives executed bilaterally and subsequently novated to and cleared through central clearing counterparties. Bilateral OTC derivatives include derivatives executed and settled bilaterally without the use of an organized exchange or central clearing counterparty.
(2)Number of exchange-traded contracts may include open futures contracts. The unsettled fair value of these futures contracts is included in Receivables from/Payables to brokers, dealers and clearing organizations in our Consolidated Statements of Financial Condition.
(3)Amounts netted include both netting by counterparty and for cash collateral paid or received.
(4)We have not received or pledged additional collateral under master netting agreements and/or other credit support agreements that is eligible to be offset beyond what has been offset in our Consolidated Statements of Financial Condition.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table provides information related to gains (losses) recognized in Interest expense in our Consolidated Statements of Earnings related to fair value hedges (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
Gains (Losses) | 2023 | | 2022 | | 2021 |
Interest rate swaps | $ | (78,766) | | | $ | (212,280) | | | $ | (41,845) | |
Long-term debt | 21,638 | | | 219,143 | | | 58,507 | |
Total | $ | (57,128) | | | $ | 6,863 | | | $ | 16,662 | |
The following table provides information related to gains (losses) on our net investment hedges recognized in Currency translation and other adjustments, a component of Other comprehensive income (loss), in our Consolidated Statements of Comprehensive Income (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
Gains (Losses) | 2023 | | 2022 | | 2021 |
Foreign exchange contracts | $ | (49,060) | | | $ | 116,876 | | | $ | 19,008 | |
| | | | | |
Total | $ | (49,060) | | | $ | 116,876 | | | $ | 19,008 | |
The following table presents unrealized and realized gains (losses) on derivative contracts recognized primarily in Principal transactions revenues in our Consolidated Statements of Earnings, which are utilized in connection with our client activities and our economic risk management activities (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
Gains (Losses) | 2023 | | 2022 | | 2021 |
Interest rate contracts | $ | 215,856 | | | $ | (154,378) | | | $ | (48,510) | |
Foreign exchange contracts | 46,744 | | | (164,729) | | | (10,152) | |
Equity contracts | (99,968) | | | (29,740) | | | (427,593) | |
Commodity contracts | 4,089 | | | (43,106) | | | (28,012) | |
Credit contracts | (10,983) | | | 15,612 | | | 653 | |
Total | $ | 155,738 | | | $ | (376,341) | | | $ | (513,614) | |
The net gains (losses) on derivative contracts in the table above are one of a number of activities comprising our business activities and are before consideration of economic hedging transactions, which generally offset the net gains (losses) included above. We substantially mitigate our exposure to market risk on our cash instruments through derivative contracts, which generally provide offsetting revenues, and we manage the risk associated with these contracts in the context of our overall risk management framework.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
OTC Derivatives. The following tables set forth by remaining contract maturity the fair value of OTC derivative assets and liabilities at November 30, 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTC Derivative Assets (1) (2) (3) |
| 0 – 12 Months | | 1 – 5 Years | | Greater Than 5 Years | | Cross-Maturity Netting (4) | | Total |
Commodity swaps, options and forwards | $ | 5,611 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,611 | |
Equity options and forwards | 164,590 | | | 25,482 | | | — | | | (38,890) | | | 151,182 | |
Credit default swaps | — | | | 229 | | | 15,098 | | | (351) | | | 14,976 | |
Total return swaps | 101,198 | | | 124,491 | | | 506 | | | (3,034) | | | 223,161 | |
Foreign currency forwards, swaps and options | 63,933 | | | 8,652 | | | — | | | — | | | 72,585 | |
Fixed income forwards | 606 | | | — | | | — | | | — | | | 606 | |
Interest rate swaps, options and forwards | 143,716 | | | 609,292 | | | 43,029 | | | (164,641) | | | 631,396 | |
Total | $ | 479,654 | | | $ | 768,146 | | | $ | 58,633 | | | $ | (206,916) | | | 1,099,517 | |
Cross-product counterparty netting | | | | | | | | | (42,344) | |
Total OTC derivative assets included in Financial instruments owned | | | | | | | | | $ | 1,057,173 | |
(1)At November 30, 2023, we held net exchange-traded derivative assets and other credit agreements with a fair value of $294.5 million, which are not included in this table.
(2)OTC derivative assets in the table above are gross of collateral received. OTC derivative assets are recorded net of collateral received in our Consolidated Statements of Financial Condition. At November 30, 2023, cash collateral received was $800.9 million.
(3)Derivative fair values include counterparty netting within product category.
(4)Amounts represent the netting of receivable balances with payable balances for the same counterparty within product category across maturity categories.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OTC Derivative Liabilities (1) (2) (3) |
| 0 – 12 Months | | 1 – 5 Years | | Greater Than 5 Years | | Cross-Maturity Netting (4) | | Total |
Commodity swaps, options and forwards | $ | 1,387 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,387 | |
Equity options and forwards | 53,109 | | | 320,881 | | | 6,484 | | | (38,890) | | | 341,584 | |
Credit default swaps | 743 | | | 936 | | | 674 | | | (351) | | | 2,002 | |
Total return swaps | 63,726 | | | 104,422 | | | — | | | (3,034) | | | 165,114 | |
Foreign currency forwards, swaps and options | 65,805 | | | 8,452 | | | — | | | — | | | 74,257 | |
Fixed income forwards | 14,112 | | | — | | | — | | | — | | | 14,112 | |
Interest rate swaps, options and forwards | 161,035 | | | 484,622 | | | 557,539 | | | (164,641) | | | 1,038,555 | |
Total | $ | 359,917 | | | $ | 919,313 | | | $ | 564,697 | | | $ | (206,916) | | | 1,637,011 | |
Cross-product counterparty netting | | | | | | | | | (42,344) | |
Total OTC derivative liabilities included in Financial instruments sold, not yet purchased | | | | | | | | | $ | 1,594,667 | |
(1)At November 30, 2023, we held net exchange-traded derivative liabilities with a fair value of $8.9 million, which are not included in this table.
(2)OTC derivative liabilities in the table above are gross of collateral pledged. OTC derivative liabilities are recorded net of collateral pledged in our Consolidated Statements of Financial Condition. At November 30, 2023, cash collateral pledged was $457.8 million.
(3)Derivative fair values include counterparty netting within product category.
(4)Amounts represent the netting of receivable balances with payable balances for the same counterparty within product category across maturity categories.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the counterparty credit quality with respect to the fair value of our OTC derivative assets at November 30, 2023 (in thousands):
| | | | | |
Counterparty credit quality (1): | |
A- or higher | $ | 561,329 | |
BBB- to BBB+ | 73,889 | |
BB+ or lower | 234,087 | |
Unrated | 187,868 | |
Total | $ | 1,057,173 | |
(1)We utilize internal credit ratings determined by our Risk Management department. Credit ratings determined by Risk Management use methodologies that produce ratings generally consistent with those produced by external rating agencies.
Credit Related Derivative Contracts
The following tables present external credit ratings of the underlyings or referenced assets for our written credit related derivative contracts (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 |
| External Credit Rating | | | | |
| Investment Grade | | Non-investment Grade | | Unrated | | Total Notional |
Credit protection sold: | | | | | | | |
Index credit default swaps | $ | 1,451.5 | | | $ | 893.9 | | | $ | — | | | $ | 2,345.4 | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 |
| External Credit Rating | | | | |
| Investment Grade | | Non-investment Grade | | Unrated | | Total Notional |
Credit protection sold: | | | | | | | |
Index credit default swaps | $ | 207.9 | | | $ | 515.8 | | | $ | — | | | $ | 723.7 | |
Single name credit default swaps | — | | | — | | | 0.2 | | | 0.2 | |
Contingent Features
Certain of our derivative instruments contain provisions that require our debt to maintain an investment grade credit rating from each of the major credit rating agencies. If our debt were to fall below investment grade, it would be in violation of these provisions and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full overnight collateralization on our derivative instruments in liability positions. The following table presents the aggregate fair value of all derivative instruments with such credit-risk-related contingent features that are in a liability position, the collateral amounts we have posted or received in the normal course of business and the potential collateral we would have been required to return and/or post additionally to our counterparties if the credit-risk-related contingent features underlying these agreements were triggered (in millions):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Derivative instrument liabilities with credit-risk-related contingent features | $ | 139.5 | | | $ | 226.5 | |
Collateral posted | (97.6) | | | (168.8) | |
Collateral received | 71.0 | | | 177.4 | |
Return of and additional collateral required in the event of a credit rating downgrade below investment grade (1) | 112.9 | | | 235.0 | |
(1)These potential outflows include initial margin received from counterparties at the execution of the derivative contract. The initial margin will be returned if counterparties elect to terminate the contract after a downgrade.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 8. Collateralized Transactions
Our repurchase agreements and securities borrowing and lending arrangements are generally recorded at cost in our Consolidated Statements of Financial Condition, which is a reasonable approximation of their fair values due to their short-term nature. We enter into secured borrowing and lending arrangements to obtain collateral necessary to effect settlement, finance inventory positions, meet customer needs or re-lend as part of our dealer operations. We monitor the fair value of the securities loaned and borrowed on a daily basis as compared with the related payable or receivable, and request additional collateral or return excess collateral, as appropriate. We pledge financial instruments as collateral under repurchase agreements, securities lending agreements and other secured arrangements, including clearing arrangements. Our agreements with counterparties generally contain contractual provisions allowing the counterparty the right to sell or repledge the collateral. Pledged securities owned that can be sold or repledged by the counterparty are included in Financial instruments owned, at fair value and noted parenthetically as Securities pledged in our Consolidated Statements of Financial Condition.
In instances where we receive securities as collateral in connection with securities-for-securities transactions in which we are the lender of securities and are permitted to sell or repledge the securities received as collateral, we report the fair value of the collateral received and the related obligation to return the collateral in our Consolidated Statements of Financial Condition.
The following tables set forth the carrying value of securities lending arrangements, repurchase agreements and obligation to return securities received as collateral, at fair value by class of collateral pledged (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 |
| Securities Lending Arrangements | | Repurchase Agreements | | Obligation to Return Securities Received as Collateral, at Fair Value | | Total |
Collateral Pledged: | | | | | | | |
| | | | | | | |
Corporate equity securities | $ | 1,221,456 | | | $ | 627,029 | | | $ | 4,347 | | | $ | 1,852,832 | |
Corporate debt securities | 576,449 | | | 4,297,933 | | | — | | | 4,874,382 | |
Mortgage-backed and asset-backed securities | — | | | 1,950,908 | | | — | | | 1,950,908 | |
U.S. government and federal agency securities | 39,151 | | | 9,474,205 | | | 3,429 | | | 9,516,785 | |
Municipal securities | — | | | 141,091 | | | — | | | 141,091 | |
Sovereign obligations | 3,462 | | | 2,511,560 | | | 1,024 | | | 2,516,046 | |
Loans and other receivables | — | | | 838,468 | | | — | | | 838,468 | |
Total | $ | 1,840,518 | | | $ | 19,841,194 | | | $ | 8,800 | | | $ | 21,690,512 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 |
| Securities Lending Arrangements | | Repurchase Agreements | | Obligation to Return Securities Received as Collateral, at Fair Value | | Total |
Collateral Pledged: | | | | | | | |
Corporate equity securities | $ | 967,800 | | | $ | 471,581 | | | $ | — | | | $ | 1,439,381 | |
Corporate debt securities | 332,204 | | | 2,210,934 | | | — | | | 2,543,138 | |
Mortgage-backed and asset-backed securities | — | | | 1,192,265 | | | — | | | 1,192,265 | |
U.S. government and federal agency securities | 66,021 | | | 6,203,263 | | | 100,362 | | | 6,369,646 | |
Municipal securities | — | | | 535,619 | | | — | | | 535,619 | |
Sovereign obligations | — | | | 2,450,880 | | | — | | | 2,450,880 | |
Loans and other receivables | — | | | 538,491 | | | — | | | 538,491 | |
Total | $ | 1,366,025 | | | $ | 13,603,033 | | | $ | 100,362 | | | $ | 15,069,420 | |
The following tables set forth the carrying value of securities lending arrangements, repurchase agreements and obligation to return securities received as collateral, at fair value by remaining contractual maturity (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 |
| Overnight and Continuous | | Up to 30 Days | | 31-90 Days | | Greater than 90 Days | | Total |
Securities lending arrangements | $ | 1,068,665 | | | $ | — | | | $ | 244,158 | | | $ | 527,695 | | | $ | 1,840,518 | |
Repurchase agreements | 10,548,263 | | | 2,442,446 | | | 1,939,891 | | | 4,910,594 | | | 19,841,194 | |
Obligation to return securities received as collateral, at fair value | 8,800 | | | — | | | — | | | — | | | 8,800 | |
Total | $ | 11,625,728 | | | $ | 2,442,446 | | | $ | 2,184,049 | | | $ | 5,438,289 | | | $ | 21,690,512 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 |
| Overnight and Continuous | | Up to 30 Days | | 31-90 Days | | Greater than 90 Days | | Total |
Securities lending arrangements | $ | 808,472 | | | $ | — | | | $ | 273,865 | | | $ | 283,688 | | | $ | 1,366,025 | |
Repurchase agreements | 6,930,667 | | | 1,521,629 | | | 2,262,705 | | | 2,888,032 | | | 13,603,033 | |
Obligation to return securities received as collateral, at fair value | 100,362 | | | — | | | — | | | — | | | 100,362 | |
Total | $ | 7,839,501 | | | $ | 1,521,629 | | | $ | 2,536,570 | | | $ | 3,171,720 | | | $ | 15,069,420 | |
We receive securities as collateral under resale agreements, securities borrowing transactions, customer margin loans, and in connection with securities-for-securities transactions in which we are the lender of securities. We also receive securities as initial margin on certain derivative transactions. In many instances, we are permitted by contract to rehypothecate the securities received as collateral. These securities may be used to secure repurchase agreements, enter into securities lending transactions, satisfy margin requirements on derivative transactions or cover short positions. At November 30, 2023 and 2022, the approximate fair value of securities received as collateral by us that may be sold or repledged was $33.99 billion and $26.82 billion, respectively. At November 30, 2023 and 2022, a substantial portion of the securities received by us had been sold or repledged.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Offsetting of Securities Financing Agreements
To manage our exposure to credit risk associated with securities financing transactions, we may enter into master netting agreements and collateral arrangements with counterparties. Generally, transactions are executed under standard industry agreements, including, but not limited to, master securities lending agreements (securities lending transactions) and master repurchase agreements (repurchase transactions). See Note 2, Summary of Significant Accounting Policies for additional information regarding the offsetting of securities financing agreements.
The following tables provide information regarding repurchase agreements, securities borrowing and lending arrangements and securities received as collateral, at fair value, and obligation to return securities received as collateral, at fair value, that are recognized in our Consolidated Statements of Financial Condition and (1) the extent to which, under enforceable master netting arrangements, such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S. GAAP and (2) the extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 |
| Gross Amounts | | Netting in Consolidated Statements of Financial Condition | | Net Amounts in Consolidated Statements of Financial Condition | | Additional Amounts Available for Setoff (1) | | Available Collateral (2) | | Net Amount (3) |
Assets: | | | | | | | | | | | |
Securities borrowing arrangements | $ | 7,192,091 | | | $ | — | | | $ | 7,192,091 | | | $ | (327,723) | | | $ | (1,642,946) | | | $ | 5,221,422 | |
Reverse repurchase agreements | 14,871,137 | | | (8,920,588) | | | 5,950,549 | | | (1,304,009) | | | (4,582,621) | | | 63,919 | |
Securities received as collateral, at fair value | 8,800 | | | — | | | 8,800 | | | — | | | (8,800) | | | — | |
Liabilities: | | | | | | | | | | | |
Securities lending arrangements | $ | 1,840,518 | | | $ | — | | | $ | 1,840,518 | | | $ | (327,723) | | | $ | (1,396,069) | | | $ | 116,726 | |
Repurchase agreements | 19,841,194 | | | (8,920,588) | | | 10,920,606 | | | (1,304,009) | | | (9,035,403) | | | 581,194 | |
Obligation to return securities received as collateral, at fair value | 8,800 | | | — | | | 8,800 | | | — | | | (8,800) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 |
| Gross Amounts | | Netting in Consolidated Statements of Financial Condition | | Net Amounts in Consolidated Statements of Financial Condition | | Additional Amounts Available for Setoff (1) | | Available Collateral (2) | | Net Amount (4) |
Assets: | | | | | | | | | | | |
Securities borrowing arrangements | $ | 5,831,148 | | | $ | — | | | $ | 5,831,148 | | | $ | (285,361) | | | $ | (1,381,404) | | | $ | 4,164,383 | |
Reverse repurchase agreements | 10,697,382 | | | (6,150,691) | | | 4,546,691 | | | (550,669) | | | (3,954,525) | | | 41,497 | |
Securities received as collateral, at fair value | 100,362 | | | — | | | 100,362 | | | — | | | (100,362) | | | — | |
Liabilities: | | | | | | | | | | | |
Securities lending arrangements | $ | 1,366,025 | | | $ | — | | | $ | 1,366,025 | | | $ | (285,361) | | | $ | (1,054,228) | | | $ | 26,436 | |
Repurchase agreements | 13,603,033 | | | (6,150,691) | | | 7,452,342 | | | (550,669) | | | (6,374,480) | | | 527,193 | |
Obligation to return securities received as collateral, at fair value | 100,362 | | | — | | | 100,362 | | | — | | | (100,362) | | | — | |
(1)Under master netting agreements with our counterparties, we have the legal right of offset with a counterparty, which incorporates all of the counterparty’s outstanding rights and obligations under the arrangement. These balances reflect additional credit risk mitigation that is available by a counterparty in the event of a counterparty’s default, but which are not netted in our Consolidated Statements of Financial Condition because other netting provisions of U.S. GAAP are not met.
(2)Includes securities received or paid under collateral arrangements with counterparties that could be liquidated in the event of a counterparty default and thus offset against a counterparty’s rights and obligations under the respective repurchase agreements or securities borrowing or lending arrangements.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(3)Includes $5.17 billion of securities borrowing arrangements, for which we have received securities collateral of $5.04 billion, and $505.0 million of repurchase agreements, for which we have pledged securities collateral of $520.4 million, which are subject to master netting agreements, but we have not determined the agreements to be legally enforceable.
(4)Includes $4.12 billion of securities borrowing arrangements, for which we have received securities collateral of $4.02 billion, and $495.2 million of repurchase agreements, for which we have pledged securities collateral of $507.3 million, which are subject to master netting agreements, but we have not determined the agreements to be legally enforceable.
Cash and Securities Segregated and on Deposit for Regulatory Purposes or Deposited with Clearing and Depository Organizations
Cash and securities segregated in accordance with regulatory regulations and deposited with clearing and depository organizations primarily consist of deposits in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934, which subjects Jefferies LLC as a broker-dealer carrying customer accounts to requirements related to maintaining cash or qualified securities in segregated special reserve bank accounts for the exclusive benefit of its customers.
The following table summarizes assets segregated or held in separate accounts included in our Consolidated Statements of Financial Condition (in thousands):
| | | | | | | | | | | | | | |
| | November 30, |
| | 2023 | | 2022 |
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations | | $ | 1,414,593 | | | $ | 957,302 | |
Securities purchased under agreements to resell (1) | | 45,490 | | | — | |
Total | | $ | 1,460,083 | | | $ | 957,302 | |
(1)Includes U.S. Treasury securities segregated for the exclusive benefit of customers under SEC’s Rule 15c3-3.
Note 9. Securitization Activities
We engage in securitization activities related to corporate loans, mortgage loans, consumer loans and mortgage-backed and other asset-backed securities. In our securitization transactions, we transfer these assets to special purpose entities (“SPEs”) and act as the placement or structuring agent for the beneficial interests sold to investors by the SPE. A significant portion of our securitization transactions are the securitization of assets issued or guaranteed by U.S. government agencies. These SPEs generally meet the criteria of VIEs; however, we generally do not consolidate the SPEs as we are not considered the primary beneficiary for these SPEs. See Note 10, Variable Interest Entities for further discussion on VIEs and our determination of the primary beneficiary.
We account for our securitization transactions as sales, provided we have relinquished control over the transferred assets. Transferred assets are carried at fair value with unrealized gains and losses reflected in Principal transactions revenues in our Consolidated Statements of Earnings prior to the identification and isolation for securitization. Subsequently, revenues recognized upon securitization are reflected as net underwriting revenues. We generally receive cash proceeds in connection with the transfer of assets to an SPE. We may, however, have continuing involvement with the transferred assets, which is limited to retaining one or more tranches of the securitization (primarily senior and subordinated debt securities in the form of mortgage-backed and other-asset backed securities or CLOs). These securities are included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition and are generally initially categorized as Level 2 within the fair value hierarchy. For further information on fair value measurements and the fair value hierarchy, refer to Note 6, Fair Value Disclosures and Note 2, Summary of Significant Accounting Policies.
The following table presents activity related to our securitizations that were accounted for as sales in which we had continuing involvement (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Transferred assets | $ | 8,664.5 | | | $ | 6,351.2 | | | $ | 10,487.3 | |
Proceeds on new securitizations | 8,639.6 | | | 6,402.6 | | | 10,488.6 | |
Cash flows received on retained interests | 22.8 | | | 31.7 | | | 21.8 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
We have no explicit or implicit arrangements to provide additional financial support to these SPEs, have no liabilities related to these SPEs and do not have any outstanding derivative contracts executed in connection with these securitization activities at November 30, 2023 and 2022.
The following table summarizes our retained interests in SPEs where we transferred assets and have continuing involvement and received sale accounting treatment (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Securitization Type | Total Assets | | Retained Interests | | Total Assets | | Retained Interests |
U.S. government agency RMBS | $ | 5,595.1 | | | $ | 417.3 | | | $ | 219.8 | | | $ | 2.9 | |
U.S. government agency CMBS | 3,014.3 | | | 197.3 | | | 2,997.7 | | | 173.9 | |
CLOs | 6,323.8 | | | 23.3 | | | 5,140.5 | | | 31.9 | |
Consumer and other loans | 1,877.8 | | | 68.1 | | | 2,526.7 | | | 122.8 | |
Total assets represent the unpaid principal amount of assets in the SPEs in which we have continuing involvement and are presented solely to provide information regarding the size of the transactions and the size of the underlying assets supporting our retained interests and are not considered representative of the risk of potential loss. Assets retained in connection with a securitization transaction represent the fair value of the securities of one or more tranches issued by an SPE, including senior and subordinated tranches. Our risk of loss is limited to this fair value amount which is included in total Financial instruments owned in our Consolidated Statements of Financial Condition.
Although not obligated, in connection with secondary market-making activities we may make a market in the securities issued by these SPEs. In these market-making transactions, we buy these securities from and sell these securities to investors. Securities purchased through these market-making activities are not considered to be continuing involvement in these SPEs. To the extent we purchased securities through these market-making activities, and we are not deemed to be the primary beneficiary of the VIE, these securities are included in agency and non-agency mortgage-backed and asset-backed securitizations in the nonconsolidated VIEs section presented in Note 10, Variable Interest Entities.
Note 10. Variable Interest Entities
VIEs are entities in which equity investors lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary. The primary beneficiary is the party who has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.
Our variable interests in VIEs include debt and equity interests, commitments, guarantees and certain fees. Our involvement with VIEs arises primarily from:
•Purchases of securities in connection with our trading and secondary market making activities;
•Retained interests held as a result of securitization activities;
•Acting as placement agent and/or underwriter in connection with client-sponsored securitizations;
•Financing of agency and non-agency mortgage-backed and other asset-backed securities;
•Acting as servicer for a fee to automobile loan financing vehicles;
•Warehouse funding arrangements for client-sponsored consumer and mortgage loan vehicles and CLOs through participation agreements, forward sale agreements, reverse repurchase agreements, and revolving loan and note commitments; and
•Loans to, investments in and fees from various investment vehicles.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires judgment. Our considerations in determining the VIE’s most significant activities and whether we have power to direct those activities include, but are not limited to, the VIE’s purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIE’s initial design and the existence of explicit or implicit financial guarantees. In situations where we have determined that the power over the VIE’s significant activities is shared, we assess whether we are the party with the power over the most significant activities. If we are the party with the power over the most significant activities, we meet the “power” criteria of the primary beneficiary. If we do not have the power over the most significant activities or we determine that decisions require consent of each sharing party, we do not meet the “power” criteria of the primary beneficiary.
We assess our variable interests in a VIE both individually and in aggregate to determine whether we have an obligation to absorb losses of or a right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether our variable interest is significant to the VIE requires judgment. In determining the significance of our variable interest, we consider the terms, characteristics and size of the variable interests, the design and characteristics of the VIE, our involvement in the VIE and our market-making activities related to the variable interests.
Consolidated VIEs
The following table presents information about our consolidated VIEs at November 30, 2023 and 2022 (in millions). The assets and liabilities in the tables below are presented prior to consolidation and thus a portion of these assets and liabilities are eliminated in consolidation.
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
| Secured Funding Vehicles | | Other | | Secured Funding Vehicles | | Other |
Cash | $ | — | | | $ | 1.1 | | | $ | — | | | $ | 1.4 | |
Financial instruments owned | — | | | 7.8 | | | — | | | 7.1 | |
Securities purchased under agreements to resell (1) | 1,677.7 | | | — | | | 1,565.0 | | | — | |
Receivables from brokers (2) | — | | | 18.0 | | | — | | | 15.2 | |
| | | | | | | |
Assets held for sale (6) | 815.6 | | | 578.8 | | | — | | | — | |
Other assets (3) | — | | | 147.9 | | | 798.8 | | | 88.3 | |
Total assets | $ | 2,493.3 | | | $ | 753.6 | | | $ | 2,363.8 | | | $ | 112.0 | |
Financial instruments sold, not yet purchased | $ | — | | | $ | 6.4 | | | $ | — | | | $ | 5.7 | |
Other secured financings (4) | 1,667.3 | | | — | | | 2,289.9 | | | — | |
| | | | | | | |
Liabilities held for sale (6) | 769.2 | | | 303.4 | | | — | | | — | |
Other liabilities (5) | 10.5 | | | 249.7 | | | 4.6 | | | 37.6 | |
Long-term debt | — | | | 49.6 | | | — | | | 24.7 | |
Total liabilities | $ | 2,447.0 | | | $ | 609.1 | | | $ | 2,294.5 | | | $ | 68.0 | |
(1)Securities purchased under agreements to resell primarily represent amounts due under collateralized transactions on related consolidated entities, all of which are eliminated in consolidation.
(2)Approximately $1.4 million of the receivables from brokers at November 30, 2023 are with related consolidated entities, which are eliminated in consolidation.
(3)Approximately $56.1 million and $82.4 million of the other assets at November 30, 2023 and 2022, respectively, represent intercompany receivables with related consolidated entities, which are eliminated in consolidation.
(4)Approximately $681.0 million and $253.8 million of the other secured financings at November 30, 2023 and 2022, respectively, are with related consolidated entities and are eliminated in consolidation.
(5)Approximately $247.9 million and $30.9 million of the other liabilities amounts at November 30, 2023 and 2022, respectively, are with related consolidated entities, which are eliminated in consolidation.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(6)Assets held for sale and Liabilities held for sale in our Consolidated Statements of Financial Condition as of November 30, 2023 relate to Foursight’s automobile financing vehicles, which are considered to be VIEs, and to the net operating assets of the wholesale operations of OpNet, which has been determined to be a VIE. Approximately $31.9 million of Assets held for sale and $5.3 million Liabilities held for sale are with related consolidated entities and are eliminated in consolidation. See Note 5, Assets Held for Sale.
Secured Funding Vehicles. We are the primary beneficiary of asset-backed financing vehicles to which we sell agency and non-agency residential and commercial mortgage loans, and asset-backed securities pursuant to the terms of a master repurchase agreement. Our variable interests in these vehicles consist of our collateral margin maintenance obligations under the master repurchase agreement, which we manage, and retained interests in securities issued. The assets of these VIEs consist of reverse repurchase agreements, which are available for the benefit of the vehicle’s debt holders.
We are the primary beneficiary of automobile loan financing vehicles to which we transfer automobile loans, act as servicer of the automobile loans for a fee and retain equity interests in the vehicles. The assets of these VIEs primarily consist of automobile loans, which as of November 30, 2022 were accounted for as loans held for investment at amortized cost included within Other assets on the Consolidated Statements of Financial Condition. The liabilities of these VIEs consist of notes issued by the VIEs, which as of November 30, 2022 were accounted for at amortized cost and included within Other secured financings on the Consolidated Statements of Financial Condition and do not have recourse to our general credit. The automobile loans are pledged as collateral for the related notes and available only for the benefit of the note holders. These assets and liabilities are included in Assets held for sale and Liabilities held for sale in our Consolidated Statements of Financial Condition as of November 30, 2023. See Note 5, Assets Held for Sale.
Other. We are the primary beneficiary of certain investment vehicles that we manage for external investors and certain investment vehicles set up for the benefit of our employees as well as investment vehicles managed by third parties where we have a controlling financial interest. The assets of these VIEs consist primarily of corporate equity securities and broker receivables. Our variable interests in these vehicles consist of equity securities, management and performance fees and revenue share. The creditors of these VIEs do not have recourse to our general credit and each such VIE’s assets are not available to satisfy any other debt.
We are the primary beneficiary of a real estate syndication entity that develops multi-family residential property and manages the property. The assets of the VIE consist primarily of real estate and its liabilities primarily consist of accrued expenses and long-term debt secured by the real estate property. Our variable interest in the VIE primarily consists of our limited liability company interest, a sponsor promote and development and asset management fees for managing the project.
During the fourth quarter of 2023 we became the primary beneficiary of OpNet’s wholesale wireless broadband business, which is classified as held for sale and was acquired during the fourth quarter of 2023. We also consolidate Tessellis, a company listed on the Italian stock exchange in which OpNet has a controlling financial interest. Tessellis is not considered to be a VIE. Refer to Note 4, Business Acquisitions for additional information.
Nonconsolidated VIEs
The following tables present information about our variable interests in nonconsolidated VIEs (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 |
| Carrying Amount | | Maximum Exposure to Loss | | VIE Assets |
| Assets | | Liabilities | | |
CLOs | $ | 913.3 | | | $ | 14.1 | | | $ | 4,414.0 | | | $ | 9,455.5 | |
Asset-backed vehicles | 661.7 | | | — | | | 661.7 | | | 3,734.8 | |
Related party private equity vehicles | 3.1 | | | — | | | 14.2 | | | 10.3 | |
Other investment vehicles | 1,071.2 | | | — | | | 1,233.7 | | | 15,059.2 | |
| | | | | | | |
Total | $ | 2,649.3 | | | $ | 14.1 | | | $ | 6,323.6 | | | $ | 28,259.8 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 |
| Carrying Amount | | Maximum Exposure to Loss | | VIE Assets |
| Assets | | Liabilities | | |
CLOs | $ | 133.5 | | | $ | 1.4 | | | $ | 1,642.5 | | | $ | 7,705.3 | |
Asset-backed vehicles | 561.0 | | | — | | | 690.4 | | | 4,408.3 | |
Related party private equity vehicles | 24.8 | | | — | | | 35.5 | | | 69.1 | |
Other investment vehicles | 1,172.6 | | | — | | | 1,254.0 | | | 18,940.5 | |
Stratos | 94.8 | | | — | | | 94.8 | | | 389.6 | |
Total | $ | 1,986.7 | | | $ | 1.4 | | | $ | 3,717.2 | | | $ | 31,512.8 | |
Our maximum exposure to loss often differs from the carrying value of the variable interests. The maximum exposure to loss is dependent on the nature of our variable interests in the VIEs and is limited to the notional amounts of certain loan and equity commitments and guarantees. Our maximum exposure to loss does not include the offsetting benefit of any financial instruments that may be utilized to hedge the risks associated with our variable interests and is not reduced by the amount of collateral held as part of a transaction with a VIE.
Collateralized Loan Obligations. Assets collateralizing the CLOs include bank loans, participation interests, sub-investment grade and senior secured U.S. loans, and senior secured Euro denominated corporate leveraged loans and bonds. We underwrite securities issued in CLO transactions on behalf of sponsors and provide advisory services to the sponsors. We may also sell corporate loans to the CLOs. Our variable interests in connection with CLOs where we have been involved in providing underwriting and/or advisory services consist of the following:
•Forward sale agreements whereby we commit to sell, at a fixed price, corporate loans and ownership interests in an entity holding such corporate loans to CLOs;
•Warehouse funding arrangements in the form of:
◦Participation interests in corporate loans held by CLOs and commitments to fund such participation interests,
◦Reverse repurchase agreements with collateral margin maintenance obligations and commitments to fund such reverse repurchase agreements; and
◦Senior and subordinated notes issued in connection with CLO warehousing activities.
•Trading positions in securities issued in CLO transactions; and
•Investments in variable funding notes issued by CLOs.
Asset-Backed Vehicles. We provide financing and lending related services to certain client-sponsored VIEs in the form of revolving funding note agreements, revolving credit facilities, forward purchase agreements and reverse repurchase agreements. We also may transfer originated corporate loans to certain VIEs and hold subordinated interests issued by the vehicle. The underlying assets, which are collateralizing the vehicles, are primarily composed of unsecured consumer loans, mortgage loans and corporate loans. In addition, we may provide structuring and advisory services and act as an underwriter or placement agent for securities issued by the vehicles. We do not control the activities of these entities.
Related Party Private Equity Vehicles. We have committed to invest in private equity funds, (the “JCP Funds”, including JCP Fund V (see Note 11, Investments)) managed by Jefferies Capital Partners, LLC (the “JCP Manager”). Additionally, we have committed to invest in the general partners of the JCP Funds (the “JCP General Partners”) and the JCP Manager. Our variable interests in the JCP Funds, JCP General Partners and JCP Manager (collectively, the “JCP Entities”) consist of equity interests that, in total, provide us with limited and general partner investment returns of the JCP Funds, a portion of the carried interest earned by the JCP General Partners and a portion of the management fees earned by the JCP Manager. At November 30, 2023 and 2022, our total equity commitment in the JCP Entities was $133.0 million, of which $122.6 million and $122.4 million had been funded, respectively. The carrying value of our equity investments in the JCP Entities was $3.1 million and $24.8 million at November 30, 2023 and 2022, respectively. Our exposure to loss is limited to the total of our carrying value and unfunded equity commitment. The assets of the JCP Entities primarily consist of private equity and equity related investments.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Other Investment Vehicles. At November 30, 2023 and 2022, we had equity commitments to invest $1.26 billion and $1.14 billion, respectively, in various other investment vehicles, of which $1.10 billion and $1.06 billion was funded, respectively. The carrying value of our equity investments was $1.07 billion and $1.17 billion at November 30, 2023 and 2022, respectively. Our exposure to loss is limited to the total of our carrying value and unfunded equity commitment. These investment vehicles have assets primarily consisting of private and public equity investments, debt instruments, trade and insurance claims and various oil and gas assets.
Stratos. We had equity interests in Stratos of $59.7 million at November 30, 2022 consisting of a 49.9% voting interest in Stratos and rights to a majority of all distributions in respect of the equity of Stratos, which was accounted for under the equity method of accounting and reported within Investments in and loans to related parties in the Consolidated Statements of Financial Condition. We also had a senior secured term loan to Stratos due May 6, 2023, which was accounted for at a fair value of $35.1 million, at November 30, 2022, and is reported within Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition. As of November 30, 2022, Stratos was considered a VIE and our term loan and equity interest were variable interests. The assets of Stratos’ primarily consists of brokerage receivables, other financial instruments and operating assets as part of Stratos’ foreign exchange trading business. On September 14, 2023, we acquired the remaining equity interest in Stratos and extinguished the term loan, see Note 4, Business Acquisitions for further details. As of November 30, 2023, Stratos is a wholly-owned subsidiary and is not considered to be a VIE based on our controlling equity ownership interest.
Mortgage-Backed and Other Asset-Backed Secured Funding Vehicles. In connection with our secondary trading and market making activities, we buy and sell agency and non-agency mortgage-backed securities and other asset-backed securities, which are issued by third-party securitization SPEs and are generally considered variable interests in VIEs. Securities issued by securitization SPEs are backed by residential mortgage loans, U.S. agency collateralized mortgage obligations, commercial mortgage loans, CDOs and CLOs and other consumer loans, such as installment receivables, automobile loans and student loans. These securities are accounted for at fair value and included in Financial instruments owned in our Consolidated Statements of Financial Condition. We have no other involvement with the related SPEs and therefore do not consolidate these entities.
We also engage in underwriting, placement and structuring activities for third-party-sponsored securitization trusts generally through agency (Fannie Mae, Federal Home Loan Mortgage Corporation (“Freddie Mac”) or Ginnie Mae) or non-agency-sponsored SPEs and may purchase loans or mortgage-backed securities from third-parties that are subsequently transferred into the securitization trusts. The securitizations are backed by residential and commercial mortgage, home equity and automobile loans. We do not consolidate agency-sponsored securitizations as we do not have the power to direct the activities of the SPEs that most significantly impact their economic performance. Further, we are not the servicer of non-agency-sponsored securitizations and therefore do not have power to direct the most significant activities of the SPEs and accordingly, do not consolidate these entities. We may retain unsold senior and/or subordinated interests at the time of securitization in the form of securities issued by the SPEs.
At November 30, 2023 and 2022, we held $1.89 billion and $1.47 billion of agency mortgage-backed securities, respectively, and $261.2 million and $180.6 million of non-agency mortgage-backed and other asset-backed securities, respectively, as a result of our secondary trading and market-making activities, and underwriting, placement and structuring activities. Our maximum exposure to loss on these securities is limited to the carrying value of our investments in these securities. These mortgage-backed and other asset-backed secured funding vehicles discussed are not included in the above table containing information about our variable interests in nonconsolidated VIEs.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 11. Investments
Investments for which we exercise significant influence over the investee are accounted for under the equity method of accounting with our shares of the investees’ earnings recognized in Other revenues in our Consolidated Statements of Earnings. Equity method investments, including any loans to the investees, are reported within Investments in and loans to related parties in our Consolidated Statements of Financial Condition are summarized as follows (in millions).
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Total Investments in and loans to related parties | $ | 1,239.3 | | | $ | 1,426.8 | |
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Total equity method pickup earnings (losses) recognized in Other revenues in our Consolidated Statements of Earnings | $ | (192.2) | | | $ | (36.3) | | | $ | 149.9 | |
The following presents summarized financial information about our significant equity method investees. For certain investees, we receive financial information on a lag and the summarized information provided for these investees is based on the latest financial information available as of November 30, 2023, 2022 and 2021, respectively.
Jefferies Finance
Jefferies Finance, our 50/50 joint venture entity pursuant to an agreement with Massachusetts Mutual Life Insurance Company (“MassMutual”), is a commercial finance company that structures, underwrites and syndicates primarily senior secured loans to corporate borrowers; and manages proprietary and third-party investments for both broadly syndicated and direct lending loans. Jefferies Finance conducts its operations primarily through two business lines, Leveraged Finance Arrangement and Asset Management. Loans are originated primarily through our investment banking efforts and Jefferies Finance typically syndicates to third-party investors substantially all of its arranged volume through us. Jefferies Finance may also underwrite and arrange other debt products such as second lien term, bridge and mezzanine loans, as well as related equity co-investments. The Asset Management business, collectively referred to as Jefferies Credit Partners, LLC, manages a broad portfolio of assets under management composed of portions of loans it has arranged, as well as loan positions that it has purchased in the primary and secondary markets. Jefferies Credit Partners is composed of three registered Investment Advisors: Jefferies Finance, Apex Credit Partners LLC and Jefferies Credit Partners LLC, which serve as a private credit platform managing proprietary and third-party capital across commingled funds, separately managed accounts and CLOs.
At November 30, 2023, we and MassMutual each had equity commitments to Jefferies Finance of $750.0 million, for a combined total commitment of $1.5 billion. The equity commitment is reduced quarterly based on our share of any undistributed earnings from Jefferies Finance and the commitment is increased only to the extent the share of such earnings are distributed. At November 30, 2023, our remaining commitment to Jefferies Finance was $15.4 million. The investment commitment is scheduled to expire on March 1, 2024 with automatic one year extensions absent a 60 days termination notice by either party.
Jefferies Finance has executed a Secured Revolving Credit Facility with us and MassMutual, to be funded equally, to support loan underwritings by Jefferies Finance, which bears interest based on the interest rates of the related Jefferies Finance underwritten loans and is secured by the underlying loans funded by the proceeds of the facility. The total Secured Revolving Credit Facility is a committed amount of $500.0 million at November 30, 2023. Advances are shared equally between us and MassMutual. The facility is scheduled to mature on March 1, 2024 with automatic one year extensions absent a 60 days termination notice by either party. At November 30, 2023, we had funded $0.0 million of our $250.0 million commitment. The following summarizes the activity included in our Consolidated Statements of Earnings related to the facility (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Interest income | $ | — | | | $ | 0.4 | | | $ | 1.5 | |
Unfunded commitment fees | 1.2 | | | 1.2 | | | 1.2 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following is a summary of selected financial information for Jefferies Finance (in millions):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Total assets | $ | 5,598.2 | | | $ | 6,763.0 | |
Total liabilities | 4,352.0 | | | 5,490.1 | |
| | | | | | | | | | | |
| November 30, |
| 2022 | | 2021 |
Our total equity balance | $ | 630.1 | | | $ | 636.4 | |
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Net earnings (losses) | $ | (12.5) | | | $ | (129.4) | | | $ | 205.7 | |
The following summarizes activity related to our other transactions with Jefferies Finance (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Origination and syndication fee revenues (1) | $ | 133.7 | | | $ | 194.7 | | | $ | 410.5 | |
Origination fee expenses (1) | 28.6 | | | 39.7 | | | 66.8 | |
CLO placement fee revenues (2) | 2.1 | | | 4.6 | | | 5.7 | |
Investment fund placement fee revenues (3) | 3.7 | | | — | | | — | |
| | | | | |
Underwriting fees (4) | — | | | — | | | 2.5 | |
Service fees (5) | 100.1 | | | 94.7 | | | 85.1 | |
(1)We engage in the origination and syndication of loans underwritten by Jefferies Finance. In connection with such services, we earned fees, which are recognized in Investment banking revenues in our Consolidated Statements of Earnings. In addition, we paid fees to Jefferies Finance in respect of certain loans originated by Jefferies Finance, which are recognized as Business development expenses in our Consolidated Statements of Earnings.
(2)We act as a placement agent for CLOs managed by Jefferies Finance, for which we recognized fees, which are included in Investment banking revenues in our Consolidated Statements of Earnings. At November 30, 2023 and 2022, we held securities issued by CLOs managed by Jefferies Finance, which are included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition.
(3)We act as a placement agent for investment funds managed by Jefferies Finance, for which we recognized fees, which are included in Commissions and other fees in our Consolidated Statements of Earnings.
(4)We acted as underwriter in connection with term loans issued by Jefferies Finance.
(5)Under a service agreement, we charge Jefferies Finance for services provided.
In connection with non-U.S. dollar loans originated by Jefferies Finance to borrowers who are investment banking clients of ours, we have entered into an agreement to indemnify Jefferies Finance with respect to any foreign currency exposure.
Receivables from Jefferies Finance, included in Other assets in our Consolidated Statements of Financial Condition, were $3.5 million and $1.2 million at November 30, 2023 and 2022, respectively. At November 30, 2023 and 2022, payables to Jefferies Finance related to cash deposited with us and included in Payables to customers in our Consolidated Statements of Financial Condition, were $2.6 million and $0.5 million, respectively.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Berkadia
Berkadia is a commercial mortgage banking, servicing and finance joint venture that was formed by us and Berkshire Hathaway Inc. We are entitled to receive 43.6% of the profits of Berkadia. Berkadia originates commercial/multifamily real estate loans that are sold to U.S. government agencies or other investors. Berkadia also is an investment sales advisor focused on the multifamily industry. Berkadia is a servicer of commercial real estate loans in the U.S., performing primary, master and special servicing functions for U.S. government agency programs, commercial mortgage-backed securities transactions, banks, insurance companies and other financial institutions.
Commercial paper issued by Berkadia is supported by a $1.50 billion surety policy issued by a Berkshire Hathaway insurance subsidiary and corporate guaranty, and we have agreed to reimburse Berkshire Hathaway for one-half of any losses incurred thereunder. At November 30, 2023, the aggregate amount of commercial paper outstanding was $1.47 billion.
The following is a summary of selected financial information for Berkadia (in millions):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Total assets | $ | 5,318.2 | | | $ | 4,436.0 | |
Total liabilities | 3,816.1 | | | 2,801.7 | |
Total noncontrolling interest | 612.8 | | | 690.1 | |
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Our total equity balance | $ | 400.9 | | | $ | 425.9 | |
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Gross revenues | $ | 1,120.2 | | | $ | 1,361.2 | | | $ | 1,262.4 | |
Net earnings | 120.4 | | | 276.5 | | | 290.3 | |
Our share of net earnings | 52.5 | | | 124.4 | | | 130.6 | |
We received distributions from Berkadia on our equity interest as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Distributions (1) | $ | 58.1 | | | $ | 69.8 | | | $ | 58.0 | |
(1)In January 2024, we received a distribution of $3.7 million.
At November 30, 2023 and 2022, we had commitments to purchase $77.5 million and $237.4 million, respectively, of agency CMBS from Berkadia.
OpNet
We own approximately 47.4% of the common shares and 50.0% of the voting rights of OpNet. In addition to common stock, we own various classes of convertible preferred stock in OpNet, which will automatically convert to common shares in 2026. Prior to the acquisition and consolidation of OpNet in the fourth quarter of 2023, we accounted for our equity investment in OpNet under the equity method. Prior to consolidation, the convertible preferred instruments were measured at cost less impairment in prior reporting periods and had a carrying value of $0.0 million at November 30, 2022. We also hold common stock warrants and preferred stock warrants that prior to consolidation, were reported in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition and had a fair value of $54.2 million at November 30, 2022. Additionally, we owned redeemable preferred stock and subordinated bonds issued by OpNet. Prior to consolidation, the redeemable preferred stock was reported in Other assets in our Consolidated Statements of Financial Condition and had a carrying value of $24.5 million at November 30, 2022. Prior to consolidation, the subordinated bonds were reported in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition with a fair value of $48.6 million at November 30, 2022. We have outstanding shareholder loans to OpNet, which prior to consolidation, were
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
reported within Investments in and loans to related parties in our Consolidated Statements of Financial Condition. The total carrying value of shareholder loans was $19.3 million at November 30, 2022.
We recognized equity method pickup losses of $(254.1) million, $(59.0) million and $(56.4) million for the years ended November 30, 2023, 2022 and 2021, respectively, in Other revenues in our Consolidated Statements of Earnings.
On August 31, 2023, we elected to measure all classes of convertible preferred stock in OpNet at fair value and reclassified all convertible preferred instruments from Other assets to Financial instruments owned, at fair value and recognized $90.8 million within Principal transactions in our Consolidated Statements of Earnings during the year ended 2023. On November 30, 2023, we provided notice of our intent to convert certain classes of our preferred shares into common shares and, as a result, we obtained control of OpNet. Upon the conversion, we will hold in excess of 50.0% of OpNet’s common shares and the aggregate voting rights over OpNet. As of November 30, 2023, we have consolidated OpNet (refer to Note 4, Business Acquisitions for further information) and the assets and liabilities of OpNet are included in our consolidated financial statements at November 30, 2023. We consolidate OpNet’s wholesale business, which is considered to be a VIE and is classified as held for sale at November 30, 2023. We also consolidate Tessellis, a subsidiary of OpNet, which is not considered to be a VIE. Refer to Note 4, Business Acquisitions and Note 10, Variable Interest Entities for further information.
During the year ended 2023, we contributed $167.2 million to OpNet through direct subscription, settlement of subscription advances, and conversion of a shareholder loan. We have agreed to provide additional financial support, if necessary, to meet certain funding needs of OpNet through June 2024.
The following is a summary of selected financial information for OpNet (in millions):
| | | | | | | |
| | | November 30, 2022 |
| | | |
Total assets | | | $ | 1,050.8 | |
Total liabilities | | | 935.2 | |
| | | | | | | |
| | | November 30, 2022 |
| | | |
Our total equity balance | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Net losses | $ | (278.3) | | | $ | (88.6) | | | $ | (90.5) | |
As of November 30, 2023, the assets and liabilities of OpNet are consolidated within our consolidated financial statements and the revenues and expenses of OpNet will be included within our Consolidated Statements of Earnings beginning December 1, 2024.
Stratos
We had a 49.9% voting interest in Stratos and had the ability to significantly influence Stratos through our seats on the board of directors. On September 14, 2023, we acquired the additional 50.1% voting interest in Stratos (refer to Note 4, Business Acquisitions for further information). As a result, the financial statements of Stratos are consolidated into our consolidated financial statements. During 2023, prior to the acquisition, we contributed additional capital of $20.0 million. We also had a senior secured term loan to Stratos, which was reported within Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition, which had a fair value of $35.1 million as of November 30 2022. Stratos was considered a VIE and our term loan and equity interest were variable interests. During the year ended November 30, 2022, we recognized an other-than-temporary impairment charge of $25.3 million within Other revenues on the Consolidated Statements of Earnings on our investment. The following is a summary of selected financial information for Stratos (in millions):
| | | | | |
| November 30, 2022 |
Total assets | $ | 389.6 | |
Total liabilities | 341.4 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | |
| |
| November 30, 2022 |
Our total equity balance | $ | 59.7 | |
| | | | | | | | | | | | | | | | | |
| Nine Months Ended August 31, 2023 (1) | | Year Ended November 30, |
| | 2022 | | 2021 |
Net earnings (losses) | $ | (36.4) | | | $ | 39.0 | | | $ | (21.5) | |
(1)Represents the period prior to the step-acquisition.
In connection with foreign exchange contracts entered into with Stratos, we have $0.5 million at November 30, 2022, included in Payables—brokers, dealers and clearing organizations in our Consolidated Statements of Financial Condition.
Golden Queen Mining Company LLC
We had a 50.0% ownership interest in Golden Queen (sold during the fourth quarter of 2023), which owns and operates a gold and silver mine project located in California. We also owned warrants to purchase shares with a fair value of $0.6 million at November 30, 2022, which if exercised, would have increased our ownership to approximately 51.9% of Golden Queen’s common equity. The warrants were reported in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition. We also had a shareholder loan to Golden Queen with a carrying value of $14.0 million at November 30, 2022. During the year ended 2023, we recognized impairment charges of $57.2 million on our investment within Other revenues in our Consolidated Statements of Earnings. We sold our interest in Golden Queen in November 2023 and recognized a gain of $1.7 million.
The following is a summary of selected financial information for Golden Queen (in millions):
| | | | | | | |
| | | November 30, 2022 |
| | | |
Total assets | | | $ | 209.8 | |
Total liabilities | | | 102.1 | |
| | | | | | | |
| | | November 30, 2022 |
| | | |
Our total equity balance | | | $ | 46.5 | |
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Net losses | $ | (0.3) | | | $ | (15.2) | | | $ | (14.7) | |
Real Estate Investments
Our real estate equity method investments primarily consist of equity interests in Brooklyn Renaissance Plaza and Hotel and 54 Madison. Brooklyn Renaissance Plaza is composed of a hotel, office building complex and parking garage located in Brooklyn, New York. We have a 25.4% equity interest in the hotel and a 61.3% equity interest in the office building and garage. Although we have a majority interest in the office building and garage, we do not have control, but only have the ability to exercise significant influence on this investment. We are amortizing our basis difference between the estimated fair value and the underlying book value of Brooklyn Renaissance office building and garage over the respective useful lives (weighted average life of 39 years).
We own a 48.1% equity interest in 54 Madison, a fund that most recently owned an interest in one real estate project and is in the process of being liquidated. The following is a summary of selected financial information for our significant real estate investments (in millions):
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Total assets | $ | 329.5 | | | $ | 350.4 | |
Total liabilities | 500.0 | | | 487.5 | |
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Our total equity balance | $ | 90.0 | | | $ | 107.3 | |
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Net earnings (losses) | $ | 2.2 | | | $ | 17.7 | | | $ | (27.0) | |
We received distributions from 54 Madison on our equity interest as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Distributions | $ | 19.4 | | | $ | 18.4 | | | $ | 39.4 | |
JCP Fund V
We have limited partnership interests of 11% and 50% in Jefferies Capital Partners V L.P. and Jefferies SBI USA Fund L.P. (together, “JCP Fund V”), respectively, which are private equity funds managed by a team led by our President. The amount of our investments in JCP Fund V included in Financial instruments owned, at fair value in our Consolidated Statements of Financial Condition was $2.2 million and $23.9 million at November 30, 2023 and 2022, respectively. We account for these investments at fair value based on the NAV of the funds provided by the fund managers (see Note 2, Summary of Significant Accounting Policies). The following summarizes the results from these investments which are included in Principal transactions revenues in our Consolidated Statements of Earnings (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Net gains (losses) from our investments in JCP Fund V | $ | (9.0) | | | $ | 0.1 | | | $ | 7.7 | |
At both November 30, 2023 and 2022, we were committed to invest equity of up to $85.0 million in JCP Fund V. At both November 30, 2023 and 2022, our unfunded commitment relating to JCP Fund V was $8.7 million.
The following is a summary of selected financial information for 100.0% of JCP Fund V, in which we owned effectively 35.3% of the combined equity interests (in millions):
| | | | | | | | | | | |
| September 30, |
| 2023 (1) | | 2022 (1) |
Total assets | $ | 6.4 | | | $ | 67.8 | |
Total liabilities | 0.1 | | | 0.1 | |
Total partners’ capital | 6.3 | | | 67.7 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | |
| Twelve Months Ended September 30, |
| 2023 (1) | | 2022 (1) | | 2021 (1) |
Net increase (decrease) in net assets resulting from operations | $ | (61.4) | | | $ | (4.5) | | | $ | 22.8 | |
(1)Financial information for JCP Fund V included in our financial position at November 30, 2023 and 2022 and included in our results of operations for the years ended November 30, 2023, 2022 and 2021 is based on the periods presented.
Asset Management Investments
We have an equity method investment with a carrying amount of $15.8 million and $18.6 million at November 30, 2023 and 2022, respectively, consisting of our shares in Monashee, an investment management company, registered investment advisor and general partner of various investment management funds, which provides us with a 50% voting rights interest and the rights to distributions of 47.5% of the annual net profits of Monashee’s operations if certain thresholds are met. A portion of the carrying amount of the investment in Monashee relates to contract and customer relationship and client relationship intangible assets and goodwill. The intangible assets are amortized over their useful life and the goodwill is not amortized.
We also have an investment management agreement whereby Monashee provides asset management services to us for certain separately managed accounts. Our net investment balance in the separately managed accounts was $20.2 million and $17.7 million at November 30, 2023 and 2022. The following table presents the activity included in our Consolidated Statements of Earnings related to these separately managed accounts (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Investment losses (1) | $ | (0.1) | | | $ | (3.2) | | | $ | (0.8) | |
Management fees (2) | 0.8 | | | 0.7 | | | — | |
(1)Included in Principal transactions revenues in our Consolidated Statements of Earnings.
(2)Included in Floor brokerage and clearing fees in our Consolidated Statements of Earnings.
Subsequent to November 30, 2023, we have amended our arrangements with Monashee. Our ownership interests have been converted to preferred shares, which will provide us with rights to be paid dividends. In addition, we have invested in a $10.3 million mandatorily redeemable preferred security issued by Monashee.
At November 30, 2021, our equity method investments also consisted of membership interests and limited partnership interests of approximately 15% in the Oak Hill investment management company and registered investment adviser and the Oak Hill general partner entity, which is entitled to a carried interest from certain Oak Hill managed funds (collectively “the Oak Hill interests”). On September 30, 2022, we sold the Oak Hill interests with a carrying value of $167.7 million and recognized $175.1 million within Other revenues in our Consolidated Statements of Earnings as a result of the sale.
ApiJect
We own shares which represent a 38.0% economic interest in ApiJect at November 30, 2023 and November 30, 2022, which is accounted for at fair value by electing the fair value option available under U.S. GAAP and is included within corporate equity securities in Financial instruments owned, at fair value, in our Consolidated Statements of Financial Condition. Additionally, we have a right to 1.125% of ApiJect’s future revenues. At both November 30, 2023 and 2022, the total fair value of our equity investment in common shares of ApiJect was $100.1 million, which is included within Level 3 of the fair value hierarchy. Additionally, we own warrants to purchase up to 950,000 shares of common stock at any time or from time to time on or before April 15, 2032.
We also have a term loan agreement with a principal of ApiJect for $30.4 million, which matures on January 31, 2024. The loan is accounted for at cost plus accrued interest and is reported within Other assets in our Consolidated Statements of Financial Condition. The loan has a fair value of $30.4 million and $28.9 million at November 30, 2023 and 2022, respectively, which was classified as Level 3 of the fair value hierarchy. For the periods presented below, interest income recognized on the loan is included in Interest revenues in our Consolidated Statements of Earnings (in millions):
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Interest income on term loan agreement | $ | 1.5 | | | $ | 2.3 | | | $ | 1.6 | |
SPAC
We own 73.4% of the publicly traded units of a special purpose acquisition company (“SPAC”), which represents 25.7% of the voting shares of the SPAC. At November 30, 2023, the SPAC is considered a VIE. We have significant influence over the SPAC but we are not considered to be the primary beneficiary as we do not have control. Our investment is accounted for at fair value pursuant to the fair value option and is included within corporate equity securities in Financial instruments owned, at fair value, in our Consolidated Statements of Financial Condition. The fair value of the investment was $23.8 million and $22.6 million at November 30, 2023 and 2022, respectively, which is included within Level 1 of the fair value hierarchy.
Note 12. Credit Losses on Financial Assets Measured at Amortized Cost
Automobile Loans. Financial assets measured at amortized cost are presented at the net amount expected to be collected and the measurement of credit losses and any expected increases or decreases in expected credit losses are recognized in earnings. The estimate of expected credit losses involves judgment based on an assessment over the life of the financial instrument taking into consideration the forecast of expected future economic conditions.
As of November 30, 2023, we reclassified all automobile loans to assets held for sale in our Consolidated Statements of Financial Condition. Refer to Note 5, Assets Held for Sale for additional details.
As of November 30, 2022, we had automobile loans, including accrued interest and related fees, of $891.1 million, which are classified as either held for investment or held for sale depending on the intent and ability to hold the loans, which are collateralized by a security interest in the vehicles’ titles. These loans are included in Other assets in our Consolidated Statements of Financial Condition. Loans held for investment are recorded at cost net of deferred acquisition costs and an allowance for credit losses. Loans held for sale are recorded at the lower of cost or fair value until the loans are sold.
Provision for credit losses is charged to income in amounts sufficient to maintain an allowance for credit losses inherent in the automobile loans held for investment which is established systematically by management as of the reporting date. All automobile loans held for investment are collectively evaluated for impairment. Management’s estimate of expected credit losses is based on an evaluation of relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the future collectability of the reported amounts. We use static pool modeling techniques to determine the allowance for loan losses expected over the remaining life of the loans, which is supplemented by management judgment. Expected losses are estimated for groups of accounts aggregated by monthly vintage.
Generally, the expected losses are projected based on historical loss experience over the last eight years, more heavily weighted toward recent performance when determining the allowance to result in an estimate that is more reflective of the current internal and external environments. Our estimate of expected credit losses includes a reasonable and supportable forecast period of one year and then reverts to an estimate based on historical losses. We review charge-off experience factors, contractual delinquency, historical collection rates, the value of underlying collateral and other information to make the necessary judgments as to credit losses expected in the portfolio as of the reporting date. While management utilizes the best information available to make its evaluations, changes in macroeconomic conditions, interest rate environments, or both, may significantly impact the assumptions and inputs used in determining the allowance for credit losses. Our charge-off policy is based on a loan-by-loan review of delinquent loans. We have an accounting policy to not place loans on nonaccrual status; however, the allowance for credit losses is determined including the accrued interest receivable not expected to be collected.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
A rollforward of the allowance for credit losses related to our automobile loans for the years ended November 30, 2023, 2022 and 2021 is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Beginning balance | $ | 79,614 | | | $ | 67,236 | | | $ | 29,710 | |
Adjustment for change in accounting principle for current expected credit losses | — | | | — | | | 30,148 | |
Provision for doubtful accounts | 40,723 | | | 35,173 | | | 18,768 | |
Charge-offs, net of recoveries | (41,849) | | | (22,795) | | | (11,390) | |
Reclassified as held for sale (1) | (78,488) | | | — | | | — | |
Ending balance | $ | — | | | $ | 79,614 | | | $ | 67,236 | |
(1) Refer to Note 5, Assets Held for Sale.
The following tables present a summary of automobile loans held for investment by credit score, determined at origination, at November 30, 2022 for each vintage of the loan portfolio (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year of Origination | | |
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior Years | Total | | Percent |
Credit scores of 680 and above | $ | 53,700 | | $ | 46,668 | | $ | 17,276 | | $ | 16,560 | | $ | 7,631 | | $ | 1,378 | | $ | 143,213 | | | 16.3 | % |
Credit scores between 620 to 679 | 170,220 | | 132,528 | | 44,095 | | 35,393 | | 17,635 | | 7,647 | | 407,518 | | | 46.3 | |
Credit scores below 620 | 175,690 | | 97,953 | | 21,371 | | 19,039 | | 8,840 | | 5,602 | | 328,495 | | | 37.4 | |
Total | $ | 399,610 | | $ | 277,149 | | $ | 82,742 | | $ | 70,992 | | $ | 34,106 | | $ | 14,627 | | $ | 879,226 | | | 100.0 | % |
The aging of automobile loans held for investment at November 30, 2022 is as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year of Origination | | |
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior Years | Total | | Percent |
Current accounts | $ | 380,863 | | $ | 255,412 | | $ | 76,841 | | $ | 66,338 | | $ | 31,269 | | $ | 13,291 | | $ | 824,014 | | | 93.7 | % |
Delinquent accounts | | | | | | | | | |
30 - 59 days | 12,720 | | 15,550 | | 4,307 | | 3,380 | | 2,020 | | 1,097 | | 39,074 | | | 4.4 | |
60 - 89 days | 3,718 | | 4,156 | | 1,090 | | 734 | | 569 | | 181 | | 10,448 | | | 1.2 | |
90 days and over | 2,309 | | 2,031 | | 504 | | 539 | | 248 | | 59 | | 5,690 | | | 0.7 | |
Total | $ | 399,610 | | $ | 277,149 | | $ | 82,742 | | $ | 70,991 | | $ | 34,106 | | $ | 14,628 | | $ | 879,226 | | | 100.0 | % |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Secured Financing Receivables. In evaluating secured financing receivables (reverse repurchases agreements, securities borrowing arrangements, and margin loans), the underlying collateral maintenance provisions are taken into consideration. The underlying contractual collateral maintenance for significantly all of our secured financing receivables requires that the counterparty continually adjust the collateralization amount, securing the credit exposure on these contracts. Collateralization levels for our secured financing receivables are initially established based upon the counterparty, the type of acceptable collateral that is monitored daily and adjusted to mitigate the potential of any credit losses. Credit losses are not recognized for secured financing receivables where the underlying collateral’s fair value is equal to or exceeds the asset’s amortized cost basis. In cases where the collateral’s fair value does not equal or exceed the amortized cost basis, the allowance for credit losses, if any, is limited to the difference between the fair value of the collateral at the reporting date and the amortized cost basis of the financial assets.
Broker Receivables. Our receivables from brokers, dealers, and clearing organizations include deposits of cash with exchange clearing organizations to meet margin requirements, amounts due from clearing organizations for daily variation settlements, securities failed-to-deliver or receive, receivables and payables for fees and commissions, and receivables arising from unsettled securities or loans transactions. These receivables generally do not give rise to material credit risk and have a remote probability of default either because of their short-term nature or due to the credit protection framework inherent in the design and operations of brokers, dealers and clearing organizations. As such, generally, no allowance for credit losses is held against these receivables.
Other Financial Assets. For all other financial assets measured at amortized cost, we estimate expected credit losses over the financial assets’ life as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts.
Investment Banking Fee Receivables. Our allowance for credit losses on our investment banking fee receivables uses a provisioning matrix based on the shared risk characteristics and historical loss experience for such receivables. In some instances, we may adjust the allowance calculated based on the provision matrix to incorporate a specific allowance based on the unique credit risk profile of a receivable. The provisioning matrix is periodically updated to reflect changes in the underlying portfolio’s credit characteristics and most recent historical loss data.
The allowance for credit losses for investment banking receivables for the years ended November 30, 2023, 2022 and 2021 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended November 30, |
| | | 2023 | | 2022 | | 2021 |
Beginning balance | | $ | 5,914 | | | $ | 4,824 | | | $ | 19,788 | |
Adjustment for change in accounting principle for current expected credit losses | | — | | | — | | | (3,594) | |
Bad debt expense | | 6,568 | | | 4,141 | | | 2,287 | |
Charge-offs | | (3,246) | | | (910) | | | (6,409) | |
Recoveries collected | | (2,930) | | | (2,141) | | | (7,248) | |
Ending balance (1) | | $ | 6,306 | | | $ | 5,914 | | | $ | 4,824 | |
(1)Substantially all of the allowance for doubtful accounts relate to mergers and acquisitions and restructuring fee receivables, which include recoverable expense receivables.
Note 13. Goodwill and Intangible Assets
Goodwill
Goodwill attributed to our reportable business segments are as follows (in thousands):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Investment Banking and Capital Markets | $ | 1,532,172 | | | $ | 1,552,944 | |
Asset Management | 315,684 | | | 183,170 | |
Total goodwill | $ | 1,847,856 | | | $ | 1,736,114 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table is a summary of the changes to goodwill by reportable segment (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 |
| Investment Banking and Capital Markets | | Asset Management | | Total | | Investment Banking and Capital Markets | | Asset Management | | Total |
Balance, at beginning of period | $ | 1,552,944 | | | $ | 183,170 | | | $ | 1,736,114 | | | $ | 1,561,928 | | | $ | 183,170 | | | $ | 1,745,098 | |
Currency translation and other adjustments | 3,228 | | | — | | | 3,228 | | | (8,984) | | | — | | | (8,984) | |
Goodwill acquired during the period (1) | — | | | 132,514 | | | 132,514 | | | — | | | — | | | — | |
Goodwill reclassified as held for sale (2) | (24,000) | | | — | | | (24,000) | | | — | | | — | | | — | |
| | | | | | | | | | | |
Balance, at end of period | $ | 1,532,172 | | | $ | 315,684 | | | $ | 1,847,856 | | | $ | 1,552,944 | | | $ | 183,170 | | | $ | 1,736,114 | |
(1)See Note 4, Business Acquisitions for further discussion.
(2)See Note 5, Assets Held for Sale for further discussion.
Goodwill Impairment Testing
A reporting unit is an operating segment or one level below an operating segment. The quantitative goodwill impairment test is performed at the level of the reporting unit. The fair value of each reporting unit is compared with its carrying value, including goodwill and allocated intangible assets. If the fair value is in excess of the carrying value, the goodwill for the reporting unit is considered not to be impaired. If the fair value is less than the carrying value, then an impairment loss is recognized for the amount by which the carrying value of the reporting unit exceeds the reporting unit’s fair value. Allocated tangible equity plus allocated goodwill and intangible assets are used for the carrying amount of each reporting unit.
Estimating the fair value of a reporting unit requires management judgment. Estimated fair values for our reporting units were determined using methodologies that include a market valuation method that incorporated price-to-earnings and price-to-book multiples of comparable public companies and/or projected cash flows. Under the market valuation approach, the key assumptions are the selected multiples and our internally developed projections of future profitability, growth and return on equity for each reporting unit. The weight assigned to the multiples requires judgment in qualitatively and quantitatively evaluating the size, profitability and the nature of the business activities of the reporting units as compared to the comparable publicly-traded companies. In addition, as the fair values determined under the market valuation approach represent a noncontrolling interest, we applied a control premium to arrive at the estimated fair value of each reporting unit on a controlling basis. We engaged an independent valuation specialist to assist us in our valuation process at August 1, 2023.
Our annual goodwill impairment testing at August 1, 2023 did not indicate any goodwill impairment in any of our reporting units. All of our goodwill is allocated to our Investment Banking, Equities and Fixed Income reporting units, which are part of our Investment Banking and Capital Markets reportable business segment and our Asset Management business segment, for which the results of our assessment indicated that each of these reporting units had a fair value in excess of their carrying amounts based on current projections.
Intangible Assets
Intangible assets are included in Other assets in our Consolidated Statements of Financial Condition. The following tables present the gross carrying amount, changes in carrying amount, net carrying amount and weighted average amortization period of identifiable intangible assets at November 30, 2023 and 2022 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2023 | | Weighted Average Remaining Lives (Years) |
| Gross Cost | | | | Assets Acquired (1) | | Impairment Losses | | Accumulated Amortization | | Net Carrying Amount | |
Customer relationships | $ | 126,449 | | | | | $ | 9,801 | | | $ | — | | | $ | (93,966) | | | $ | 42,284 | | | 6.3 |
Trademarks and trade names | 127,899 | | | | | 18,513 | | | — | | | (39,340) | | | 107,072 | | | 23.5 |
Exchange and clearing organization membership interests and registrations | 7,405 | | | | | 1,390 | | | (78) | | | — | | | 8,717 | | | N/A |
Other | 14,958 | | | | | 37,026 | | | — | | | (13,137) | | | 38,847 | | | 5.0 |
Total | $ | 276,711 | | | | | $ | 66,730 | | | $ | (78) | | | $ | (146,443) | | | $ | 196,920 | | | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(1)See Note 4, Business Acquisitions for further discussion.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 30, 2022 | | Weighted Average Remaining Lives (Years) |
| Gross Cost | | | | Impairment Losses | | Accumulated Amortization | | | | Net Carrying Amount | |
Customer relationships | $ | 126,028 | | | | | $ | — | | | $ | (89,109) | | | | | $ | 36,919 | | | 8.2 |
Trademarks and trade names | 127,185 | | | | | — | | | (35,486) | | | | | 91,699 | | | 25.3 |
Exchange and clearing organization membership interests and registrations | 7,447 | | | | | (39) | | | — | | | | | 7,408 | | | N/A |
Other | 14,957 | | | | | — | | | (11,521) | | | | | 3,436 | | | 4.7 |
Total | $ | 275,617 | | | | | $ | (39) | | | $ | (136,116) | | | | | $ | 139,462 | | | |
At August 1, 2023, we performed our annual impairment testing of intangible assets with an indefinite useful life consisting of exchange and clearing organization membership interests and registrations. We utilized quantitative assessments of membership interests and registrations that have available quoted sales prices as well as certain other membership interests and registrations that have declined in utilization and qualitative assessments were performed on the remainder of our indefinite-life intangible assets. In applying our quantitative assessments, we recognized impairment losses on certain exchange membership interests and registrations. With regard to our qualitative assessments of the remaining indefinite life intangible assets, based on our assessments of market conditions, the utilization of the assets and the replacement costs associated with the assets, we have concluded that it is not more likely than not that the intangible assets are impaired. Amortization Expense
For finite life intangible assets, aggregate amortization expense amounted to $9.3 million, $10.9 million and $14.2 million for the years ended November 30, 2023, 2022 and 2021, respectively. These expenses are included in Depreciation and amortization in our Consolidated Statements of Earnings. As a result of reclassifying certain businesses as being held for sale in our November 30, 2023 Consolidated Statements of Financial Condition, the amounts presented below do not include future amortization expense for intangible assets of the businesses to be divested. See Note 5, Assets Held for Sale for further discussion.
The estimated future amortization expense for the five succeeding fiscal years is as follows (in thousands):
| | | | | |
Year ending November 30, 2024 | $ | 20,815 | |
Year ending November 30, 2025 | 20,291 | |
Year ending November 30, 2026 | 20,253 | |
Year ending November 30, 2027 | 16,951 | |
Year ending November 30, 2028 | 16,709 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 14. Revenues from Contracts with Customers
The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Revenues from contracts with customers: | | | | | |
Investment banking | $ | 2,169,366 | | | $ | 2,807,822 | | | $ | 4,365,699 | |
Commissions and other fees | 905,665 | | | 925,494 | | | 896,015 | |
Asset management fees | 33,867 | | | 23,525 | | | 14,836 | |
Manufacturing revenues | — | | | 412,605 | | | 538,628 | |
Oil and gas revenues | 26,284 | | | 302,135 | | | 182,973 | |
Real estate revenues | 44,825 | | | 223,323 | | | 102,297 | |
Other contracts with customers | 53,201 | | | 47,954 | | | 41,353 | |
Total revenue from contracts with customers | 3,233,208 | | | 4,742,858 | | | 6,141,801 | |
Other sources of revenue: | | | | | |
Principal transactions | 1,413,283 | | | 833,757 | | | 1,617,336 | |
Revenues from strategic affiliates | 48,707 | | | 56,739 | | | 57,248 | |
Interest | 2,868,674 | | | 1,183,638 | | | 956,318 | |
Other | (122,473) | | | 332,271 | | | 172,761 | |
Total revenues | $ | 7,441,399 | | | $ | 7,149,263 | | | $ | 8,945,464 | |
Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third-parties.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following provides detailed information on the recognition of our revenues from contracts with customers:
Investment Banking. We provide our clients with a full range of financial advisory and underwriting services. Revenues from financial advisory services primarily consist of fees generated in connection with merger, acquisition and restructuring transactions. Advisory fees from mergers and acquisitions engagements are recognized at a point in time when the related transaction is completed, as the performance obligation is to successfully broker a specific transaction. Fees received prior to the completion of the transaction are deferred within Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. Advisory fees from restructuring engagements are recognized over time using a time elapsed measure of progress as our clients simultaneously receive and consume the benefits of those services as they are provided. A significant portion of the fees we receive for our advisory services are considered variable as they are contingent upon a future event (e.g., completion of a transaction or third-party emergence from bankruptcy) and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur upon achievement of the specified milestone. Payment for advisory services is generally due promptly upon completion of a specified milestone or, for retainer fees, periodically over the course of the engagement. We recognize a receivable between the date of completion of the milestone and payment by the customer. Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized at a point in time. All other investment banking advisory related expenses, including expenses incurred related to restructuring assignments, are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category in our Consolidated Statements of Earnings and any expenses reimbursed by our clients are recognized as Investment banking revenues.
Underwriting services include underwriting and placement agent services in both the equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings and equity-linked securities transactions and structuring, underwriting and distributing public and private debt, including investment grade debt, high yield bonds, leveraged loans, municipal bonds and mortgage-backed and asset-backed securities. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. Costs associated with underwriting transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis within Underwriting costs in our Consolidated Statements of Earnings as we are acting as a principal in the arrangement. Any expenses reimbursed by our clients are recognized as Investment banking revenues.
Commissions and Other Fees. We earn commission and other fee revenue by executing, settling and clearing transactions for clients primarily in equity, equity-related and futures products and facilitating foreign currency spot transactions. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission revenues associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade-date. Commissions revenues are generally paid on settlement date, and we record a receivable between trade-date and payment on settlement date. We permit institutional customers to allocate a portion of their gross commissions to pay for research products and other services provided by third parties. The amounts allocated for those purposes are commonly referred to as soft dollar arrangements. We act as an agent in the soft dollar arrangements as the customer controls the use of the soft dollars and directs our payments to third-party service providers on its behalf. Accordingly, amounts allocated to soft dollar arrangements are netted against commission revenues in our Consolidated Statements of Earnings. We also earn investment research fees for the sales of our proprietary investment research when a contract with a client has been identified. The delivery of investment research services represents a distinct performance obligation that is satisfied over time when the performance obligation is to provide ongoing access to a research platform or research analysts, with fees recognized on a straight-line basis over the period in which the performance obligation is satisfied. The performance obligation is satisfied at a point in time when the performance obligation is to provide individual interactions with research analysts or research events, with fees recognized on the interaction date.
We earn account advisory and distribution fees in connection with wealth management services. Account advisory fees are recognized over time using the time-elapsed method as we determined that the customer simultaneously receives and consumes the benefits of investment advisory services as they are provided. Account advisory fees may be paid in advance of a specified service period or in arrears at the end of the specified service period (e.g., quarterly). Account advisory fees paid in advance are initially deferred within Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. Distribution fees are variable and recognized when the uncertainties with respect to the amounts are resolved.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Asset Management Fees. We earn management and performance fees in connection with investment advisory services provided to various funds and accounts, which are satisfied over time and measured using a time elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. Management and performance fees are considered variable as they are subject to fluctuation (e.g., changes in assets under management, market performance) and/ or are contingent on a future event during the measurement period (e.g., meeting a specified benchmark) and are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Management fees are generally based on month-end assets under management or an agreed upon notional amount and are included in the transaction price at the end of each month when the assets under management or notional amount is known. Performance fees are received when the return on assets under management for a specified performance period exceed certain benchmark returns, “high-water marks” or other performance targets. The performance period related to our performance fees is annual or semi-annual. Accordingly, performance fee revenue will generally be recognized only at the end of the performance period to the extent that the benchmark return has been met.
Manufacturing Revenues. We earn revenues from the sale of manufactured or remanufactured lumber. Agreements with customers for these sales specify the type, quantity and price of products to be delivered as well as the delivery date and payment terms. The transaction price is fixed at the time of sale and revenue is generally recognized when the customer takes control of the product.
Oil and Gas Revenues. The sales of oil and natural gas are made under contracts negotiated with customers, which typically include variable consideration based on monthly pricing tied to local indices and volumes. Revenue is recorded at the point in time when control of the produced oil and gas transfers to the customer, which is when the performance obligation is satisfied. The amount of production delivered to the customer and the price that will be received for the sale of the product is estimated utilizing production reports, market indices and estimated differential. The variable consideration can be reasonably estimated at the end of the month when the performance obligation is satisfied.
Real Estate Revenues. Revenues from the sales of real estate are recognized at a point in time when the related transaction is complete. The majority of our real estate sales of land, lots and homes transfer the goods and services to the customer at the close of escrow when the title transfers to the buyer and the buyer has the benefit and control of the goods and service. If performance obligation under the contract with a customer related to a parcel of real estate are not yet complete when title transfers to the buyer, revenue associated with the incomplete performance obligation is deferred until the performance obligation is completed.
Disaggregation of Revenue
The following presents our revenues from contracts with customers disaggregated by major business activity and primary geographic region (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
| | | | | | | | | | | |
| Investment Banking and Capital Markets | | Asset Management | | Total | | Investment Banking and Capital Markets | | Asset Management | | Total | | Investment Banking and Capital Markets | | Asset Management | | Total |
Major business activity: | | | | | | | | | | | | | | | | | |
Investment banking - Advisory | $ | 1,198,915 | | | $ | — | | | $ | 1,198,915 | | | $ | 1,778,003 | | | $ | — | | | $ | 1,778,003 | | | $ | 1,873,560 | | | $ | — | | | $ | 1,873,560 | |
Investment banking - Underwriting | 970,451 | | | — | | | 970,451 | | | 1,029,819 | | | — | | | 1,029,819 | | | 2,492,139 | | | — | | | 2,492,139 | |
Equities (1) | 894,602 | | | — | | | 894,602 | | | 910,254 | | | — | | | 910,254 | | | 881,660 | | | — | | | 881,660 | |
Fixed income (1) | 10,577 | | | — | | | 10,577 | | | 15,240 | | | — | | | 15,240 | | | 14,355 | | | — | | | 14,355 | |
Asset management | — | | | 33,867 | | | 33,867 | | | — | | | 23,525 | | | 23,525 | | | — | | | 14,836 | | | 14,836 | |
Merchant banking | — | | | 124,796 | | | 124,796 | | | — | | | 986,017 | | | 986,017 | | | — | | | 865,251 | | | 865,251 | |
Total | $ | 3,074,545 | | | $ | 158,663 | | | $ | 3,233,208 | | | $ | 3,733,316 | | | $ | 1,009,542 | | | $ | 4,742,858 | | | $ | 5,261,714 | | | $ | 880,087 | | | $ | 6,141,801 | |
Primary geographic region: | | | | | | | | | | | | | | | | | |
Americas | $ | 2,349,161 | | | $ | 153,286 | | | $ | 2,502,447 | | | $ | 2,910,318 | | | $ | 1,005,200 | | | $ | 3,915,518 | | | $ | 4,249,641 | | | $ | 876,242 | | | $ | 5,125,883 | |
Europe and the Middle East | 485,432 | | | 2,646 | | | 488,078 | | | 575,012 | | | 2,595 | | | 577,607 | | | 766,746 | | | 2,816 | | | 769,562 | |
Asia-Pacific | 239,952 | | | 2,731 | | | 242,683 | | | 247,986 | | | 1,747 | | | 249,733 | | | 245,327 | | | 1,029 | | | 246,356 | |
Total | $ | 3,074,545 | | | $ | 158,663 | | | $ | 3,233,208 | | | $ | 3,733,316 | | | $ | 1,009,542 | | | $ | 4,742,858 | | | $ | 5,261,714 | | | $ | 880,087 | | | $ | 6,141,801 | |
(1)Revenues from contracts with customers associated with the equities and fixed income businesses primarily represent commissions and other fee revenue.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Refer to Note 26, Segment Reporting, for a further discussion on the allocation of revenues to geographic regions.
Information on Remaining Performance Obligations and Revenue Recognized from Past Performance
We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at November 30, 2023. Investment banking advisory fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price at November 30, 2023.
During the years ended November 30, 2023, 2022 and 2021, we recognized $38.1 million, $78.9 million and $50.0 million, respectively, of revenue related to performance obligations satisfied (or partially satisfied) in previous periods, mainly due to resolving uncertainties in variable consideration that was constrained in prior periods. In addition, we recognized $31.5 million, $28.1 million and $12.1 million of revenues primarily associated with distribution services during the years ended November 30, 2023, 2022 and 2021, respectively, a portion of which relates to prior periods.
Contract Balances
The timing of our revenue recognition may differ from the timing of payment by our customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied.
Our deferred revenue primarily relates to retainer and milestone fees received in investment banking advisory engagements where the performance obligation has not yet been satisfied. Deferred revenue at November 30, 2023 and 2022 was $48.3 million and $27.0 million, respectively, which is recorded in Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. During the years ended November 30, 2023, 2022 and 2021, we recognized revenues of $22.7 million, $48.7 million and $10.8 million, respectively, that were recorded as deferred revenue at the beginning of the year.
We had receivables related to revenues from contracts with customers of $248.2 million and $206.6 million at November 30, 2023 and 2022, respectively.
Contract Costs
We capitalize costs to fulfill contracts associated with investment banking advisory engagements where the revenue is recognized at a point in time and the costs are determined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized.
At November 30, 2023 and 2022, capitalized costs to fulfill a contract were $5.3 million and $3.4 million, respectively, which are recorded in Receivables – Fees, interest and other in the Consolidated Statement of Financial Condition. For the years ended November 30, 2023, 2022 and 2021, we recognized expenses of $1.8 million, $1.6 million and $1.7 million, respectively, related to costs to fulfill a contract that were capitalized as of the beginning of the year. There were no significant impairment charges recognized in relation to these capitalized costs during the years ended November 30, 2023, 2022 and 2021.
Note 15. Compensation Plans
Equity Compensation Plan. Our Equity Compensation Plan (the “ECP”) was approved by shareholders on March 25, 2021. The ECP replaced our 2003 Incentive Compensation Plan, as Amended and Restated (the “Incentive Plan”) and the 1999 Directors’ Stock Compensation Plan, as Amended and Restated July 25, 2013; no further awards will be granted under the replaced plans. The ECP is an omnibus plan authorizing a variety of equity award types, as well as cash incentive awards, to be used for employees, non-employee directors and other service providers. At November 30, 2023, 2.7 million shares remain available for new grants under the ECP.
Restricted stock awards are grants of our common shares that generally require service as a condition of vesting. RSUs give a participant the right to receive shares if service or performance conditions are met and may specify an additional deferral period allowing a participant to hold an interest tied to common stock on a tax deferred basis. Prior to settlement, RSUs carry no voting or dividend rights associated with stock ownership, but dividend equivalents are accrued to the extent there are dividends declared on the underlying common shares as cash amounts or as deemed reinvestments in additional RSUs, which generally are subject to the same vesting or performance requirements applicable to the originally granted RSUs.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Restricted stock and RSUs may be granted to new employees as “sign-on” awards, to existing employees as “retention” awards and to certain executive officers as incentive awards. Sign-on and retention awards are generally subject to annual ratable vesting over a multi-year service period and are amortized as compensation expense on a straight-line basis over the service period. Restricted stock and RSUs are granted to certain senior executives and may contain market, performance and/or service conditions. Market conditions are incorporated into the grant-date fair value of senior executive awards using a Monte Carlo valuation model. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market conditions are not met. Awards with performance conditions are amortized over the service period if, and to the extent, it is determined to be probable that the performance condition will be achieved. If awards are forfeited due to failure to achieve performance conditions or failure to satisfy service conditions, any previously recognized expense for such awards is reversed.
Senior Executive Compensation Plan. The Compensation Committee of our Board of Directors approved an executive compensation plan for our senior executives for compensation year 2020 (the “2020 Plan”). For each senior executive, the Compensation Committee targeted long-term compensation of $22.5 million under the 2020 Plan with a target of $16.0 million in long-term equity in the form of RSUs with performance goals measured over the three-year period ending November 30, 2022 and a target of $6.5 million in cash. To receive targeted long-term equity, our senior executives had to achieve Jefferies’ total shareholder return (“TSR”) of 9% on a multi-year compounded basis; and to receive targeted cash, our senior executives had to achieve 9% in annual Jefferies’ Return on Tangible Deployable Equity (“ROTDE”). If TSR and ROTDE were less than 6%, our senior executives would receive no incentive compensation. If TSR was achieved at a level greater than 9%, our senior executives were eligible to receive up to 75% additional equity incentive compensation if Jefferies’ TSR exceeded the 50th percentile relative to our peer companies’ total shareholder returns. If ROTDE was greater than 9%, our senior executives were eligible to receive up to 75% additional cash incentive compensation on an interpolated basis, up to 12% in ROTDE.
In December 2020, the Compensation Committee of our Board of Directors granted our senior executives nonqualified stock options and stock appreciation rights (“SARs”). The total initial fair value of the stock options and SARs were recorded as expense at the time of the grant, as both awards have no future service requirements. In March 2021, the Compensation Committee exercised its discretion to convert the SARs to stock-settled awards and a total of 2,506,266 stock options, with an exercise price of $23.75, were issued to our senior executives. The stock options resulting from the conversion of the SARs include rights to “excess dividend equivalents,” which provide for each share subject to the option two times the amount of any regular quarterly cash dividend paid in the 9.5 years after grant to the extent the per share dividend exceeds the quarterly dividend rate in effect at the time of grant with the dividend equivalent amount converted to non-forfeitable share units at the dividend payment date. In connection with our spin-off of Vitesse Energy, Inc. in January 2023, the options and related dividend equivalent rights were adjusted, resulting in each senior executive holding 2,532,370 Jefferies options exercisable at $22.69 per share and 228,933 Vitesse options exercisable at $8.97 per share, with corresponding adjustments to the excess dividend equivalent rights with the result that Vitesse regular quarterly cash dividends relating to shares underlying the Vitesse options are taken into consideration in the calculation. The stock options became or become exercisable in three equal annual tranches beginning December 6, 2021, with a final expiration date of December 5, 2030. For the year ended November 30, 2021, we recorded $48.6 million of total Compensation and benefits expense relating to the stock options, SARs and excess dividend equivalent rights. At November 30, 2023 and 2022, all options were outstanding. At November 30, 2023, for each senior executive, 1,688,247 Jefferies options and 152,622 Vitesse options were exercisable. At November 30, 2023 and 2022, 5.1 million and 5.0 million, respectively, of our common shares were designated for the senior executive nonqualified stock options.
In December 2021, the Compensation Committee of our Board of Directors granted each of our senior executives RSUs with a grant date fair value of $8.2 million and performance stock units (“PSUs”) with a target fair value of $8.2 million. The RSUs have a three-year cliff vesting schedule. With respect to the PSUs, there is a three-year service period, along with a performance goal based on fiscal 2021 through fiscal 2023 Return on Tangible Equity (“ROTE”). The target level of ROTE was 10%, with a threshold of 7.5%, and a maximum level of 15%. Any performance below 7.5% will result in forfeiture of all PSUs; 7.5% ROTE will result in earning 75% of target PSUs; and 15% ROTE or greater will result in earning 150% of target PSUs. ROTE performance between 7.5% and 10% and 10% and 15% will be linearly interpolated to determine the level of earning PSUs.
In December 2021, the Board of Directors also granted our senior executives each a special long-term, five-year retention grant, termed the Leadership Continuity Grant, with a grant date fair value of $25.0 million. Our senior executives will gain the benefits of the retention award after an additional three-year holding period following the five-year service period.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In December 2022, the Compensation Committee of our Board of Directors granted our senior executives RSUs with an aggregate grant date fair value of $13.1 million and performance stock units (“PSUs”) with a target fair value of $13.1 million. The RSUs have a three-year cliff vesting schedule. With respect to the PSUs, there is a three-year service period, along with a performance goal based on fiscal 2022 through fiscal 2024 ROTE. The target level of ROTE was 10%, with a threshold of 7.5%, and a maximum level of 15%. Any performance below 7.5% will result in forfeiture of all PSUs; 7.5% ROTE will result in earning 75% of target PSUs; and 15% ROTE or greater will result in earning 150% of target PSUs. ROTE performance between 7.5% and 10% and 10% and 15% will be linearly interpolated to determine the level of earning PSUs.
In January 2023, in connection with our spin-off of all of our Vitesse Energy, Inc. shares to our shareholders, we adjusted certain outstanding equity awards to include like awards for the acquisition of Vitesse common stock (“Vitesse Awards”), all of which are share-based awards. Vesting terms of Vitesse Awards and exercise dates and expiration dates of Vitesse options are the same as those terms of the related Jefferies awards. For those Vitesse Awards that remain subject to performance or service-based vesting requirements, we continue to recognize expense based on the original grant-date fair value and any incremental fair value resulting from modifications of awards. In fiscal 2023, we recognized $4.0 million of compensation expense for modifications of the excess dividend equivalent rights relating to stock options in connection with the adjustments relating to the Vitesse spin-off.
The following table details the total activity in restricted stock, inclusive across all plans, during the years ended November 30, 2023, 2022 and 2021 (in thousands, except per share amounts):
| | | | | | | | | | | |
| Restricted Stock | | Weighted- Average Grant Date Fair Value |
Balance at November 30, 2020 | 1,483 | | | $ | 22.19 | |
Grants | 337 | | | 30.81 | |
Forfeited | (40) | | | 24.92 | |
Fulfillment of vesting requirement | (196) | | | 23.55 | |
Balance at November 30, 2021 | 1,584 | | | 23.78 | |
Grants | 1,457 | | | 29.91 | |
Forfeited | — | | | — | |
Fulfillment of vesting requirement | (902) | | | 24.03 | |
Balance at November 30, 2022 | 2,139 | | | 27.85 | |
Grants | 444 | | | 33.16 | |
Forfeited | — | | | — | |
Fulfillment of vesting requirement | (481) | | | 24.09 | |
Balance at November 30, 2023 | 2,102 | | | $ | 29.83 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table details the activity in total RSUs, inclusive across all plans, during the years ended November 30, 2023, 2022 and 2021 (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Weighted-Average Grant Date Fair Value |
| Future Service Required | | No Future Service Required | | Future Service Required | | No Future Service Required |
Balance at November 30, 2020 | 21 | | | 18,543 | | | $ | 14.99 | | | $ | 20.97 | |
Grants | 80 | | | 445 | | | 27.10 | | | 30.03 | |
Distributions of underlying shares | — | | | (1,803) | | | — | | | 26.32 | |
Forfeited | — | | | — | | | — | | | — | |
Fulfillment of service requirement (1) | (53) | | | 8 | | | 25.03 | | | 15.52 | |
Balance at November 30, 2021 | 48 | | | 17,193 | | | 24.07 | | | 20.64 | |
Grants | 2,299 | | | 472 | | | 33.75 | | | 28.79 | |
Distributions of underlying shares | — | | | (6,453) | | | — | | | 14.65 | |
Forfeited | — | | | — | | | — | | | — | |
Fulfillment of service requirement (1) | (39) | | | 1,443 | | | 24.67 | | | 25.38 | |
Balance at November 30, 2022 | 2,308 | | | 12,655 | | | 33.70 | | | 24.55 | |
Grants | 553 | | | 732 | | | 34.47 | | | 29.35 | |
Distributions of underlying shares | — | | | (5,485) | | | — | | | 23.35 | |
Forfeited | — | | | — | | | — | | | — | |
Fulfillment of vesting requirement (1) | (9) | | | 2,685 | | | 21.82 | | | 26.50 | |
Balance at November 30, 2023 | 2,852 | | | 10,587 | | | $ | 33.89 | | | $ | 26.00 | |
(1)Fulfillment of vesting requirement during the years ended November 30, 2023, 2022 and 2021, includes 2,438,000 RSUs, 1,433,000 RSUs and 0 RSUs, respectively, related to the senior executive compensation plans.
During the years ended November 30, 2023, 2022 and 2021, grants include approximately 717,000, 550,000 and 445,000, respectively, of dividend equivalents declared on RSUs; the weighted-average grant date fair values of the dividend equivalents were approximately $31.88, $28.78 and $30.03, respectively.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In addition, the following table details the activity in RSUs with performance conditions (“PSUs”) related to the senior executive compensation plan during the years ended November 30, 2023, 2022 and 2021 (in thousands, except per share amounts):
| | | | | | | | | | | |
| Target Number of Shares | | Weighted- Average Grant Date Fair Value |
Balance at November 30, 2020 | 4,189 | | | $ | 24.75 | |
Grants | 74 | | | 29.81 | |
Forfeited | (1,396) | | | 25.31 | |
Fulfillment of vesting requirement | — | | | — | |
Balance at November 30, 2021 | 2,867 | | | 25.43 | |
Grants | 537 | | | 35.44 | |
Forfeited | — | | | — | |
Fulfillment of vesting requirement | (1,433) | | | 25.43 | |
Balance at November 30, 2022 | 1,971 | | | 28.16 | |
Grants | 1,379 | | | 30.15 | |
Forfeited | — | | | — | |
Fulfillment of vesting requirement | (2,438) | | | 26.49 | |
Balance at November 30, 2023 | 912 | | | $ | 35.64 | |
During the years ended November 30, 2023, 2022 and 2021, grants are shown with the targeted number of shares and also include approximately 224,000, 67,000 and 74,000, respectively, of dividend equivalents declared on RSUs; the weighted-average grant date fair values of the dividend equivalents were approximately $34.15, $28.67 and $29.81, respectively. In December 2023, the Compensation Committee of our Board of Directors approved a total of 191,757 RSUs relating to above target performance earned under the PSUs granted in fiscal 2022, which remain subject to service-based vesting through December 2024.
Employee Stock Purchase Plan. An Employee Stock Purchase Plan (the “ESPP”) has been implemented under both the prior Incentive Plan and the ECP. We consider the ESPP to be noncompensatory effective January 1, 2007. The ESPP allows eligible employees to make payroll contributions that are used to acquire shares of our stock, generally at a discounted price.
Deferred Compensation Plan. A Deferred Compensation Plan (the “DCP”), has been implemented under both the prior Incentive Plan and the ECP. The DCP permits eligible employees to defer compensation which may be deemed invested in our common shares usually at a discount or directed among other investment vehicles available under the DCP. We often invest directly, as a principal, in investments corresponding to the other investment vehicles, relating to our obligations to perform under the DCP. The compensation deferred by our eligible employees is expensed in the period earned. The change in fair value of our investments in assets corresponding to the specified other investment vehicles are recognized in Principal transactions revenues and changes in the corresponding deferred compensation liability are reflected as Compensation and benefits expense in our Consolidated Statements of Earnings.
Other Stock-Based Plans. In connection with the HomeFed LLC (“HomeFed”) merger in 2019, each HomeFed stock option was converted into an option to purchase two of our common shares. During the year ended November 30, 2023, all HomeFed stock options were exercised at a price of $22.20 per common share. At November 30, 2022 and 2021, 12,000 and 96,000, respectively, of our common shares were designated for the HomeFed stock options.
Profit Sharing Plan. We have a profit sharing plan, covering substantially all employees, which includes a salary reduction feature designed to qualify under Section 401(k) of the Internal Revenue Code.
Restricted Cash Awards. We provide compensation to new and existing employees in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements. We amortize these awards to compensation expense over the relevant service period, which is generally considered to start at the beginning of the annual compensation year.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Compensation Expense. The components of total compensation cost associated with certain of our compensation plans are as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Components of compensation cost: | | | | | |
Restricted cash awards (1) | $ | 324.6 | | | $ | 196.6 | | | $ | 375.5 | |
Stock options and Stock appreciation rights | — | | | — | | | 48.7 | |
Restricted stock and RSUs (2) | 45.4 | | | 43.9 | | | 29.5 | |
Profit sharing plan | 11.6 | | | 10.5 | | | 7.8 | |
Total compensation cost | $ | 381.6 | | | $ | 251.0 | | | $ | 461.5 | |
(1)Amounts for the year ended November 30, 2021, include $188.3 million of costs related to the accelerated amortization of certain cash-based awards, which were amended to remove any service requirements for vesting in the awards.
(2)Total compensation cost associated with restricted stock and RSUs include the amortization of sign-on, retention and senior executive awards, less forfeitures and clawbacks. Additionally, we recognize compensation costs related to the discount provided to employees in electing to defer compensation under the DCP. These compensation costs were approximately $0.5 million, $0.5 million and $0.4 million for the years ended November 30, 2023, 2022 and 2021, respectively.
Remaining unamortized amounts related to certain compensation plans at November 30, 2023 are as follows (dollars in millions): | | | | | | | | | | | |
| Remaining Unamortized Amounts | | Weighted Average Vesting Period (in Years) |
Non-vested share-based awards | $ | 110.3 | | | 3.3 |
Restricted cash awards | 654.7 | | | 3.0 |
Total | $ | 765.0 | | | |
In December 2023, $575.1 million of restricted cash awards related to the 2023 performance year that contain a future service requirement were approved and awarded. Absent actual forfeitures or cancellations or accelerations, the annual compensation cost for these awards will be recognized as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended November 30, | | | | |
| 2023 | | 2024 | | 2025 | | Thereafter | | Total |
Restricted cash awards | $ | 99.4 | | | $ | 113.6 | | | $ | 112.4 | | | $ | 249.7 | | | $ | 575.1 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 16. Benefit Plans
U.S. Pension Plans
Pursuant to the agreement to sell one of our former subsidiaries, WilTel Communications Group, LLC (“WilTel”), the responsibility for WilTel’s defined benefit pension plan was retained by us. All benefits under this plan were frozen as of October 30, 2005. Jefferies Group LLC Employees’ Pension Plan (the “U.S. Pension Plan”) is a defined benefit pension plan covering certain employees; benefits under that plan were frozen as of December 31, 2005. We contributed $1.0 million to the U.S. Pension Plan during the year ended November 30, 2023 and we do not anticipate making a contribution to the plan for the year ending November 30, 2024.
A summary of activity with respect to both plans is as follows (in thousands):
| | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 |
Change in projected benefit obligation: | | | |
Projected benefit obligation, beginning of year | $ | 172,066 | | | $ | 226,728 | |
Interest cost | 7,981 | | | 5,805 | |
Actuarial (gains) losses | (5,289) | | | (47,362) | |
Settlements | — | | | (4,702) | |
Benefits paid | (10,888) | | | (8,403) | |
Projected benefit obligation, end of year | $ | 163,870 | | | $ | 172,066 | |
| | | |
Change in plan assets: | | | |
Fair value of plan assets, beginning of year | $ | 147,272 | | | $ | 199,215 | |
Actual return on plan assets | 6,094 | | | (37,574) | |
Employer contributions | 1,000 | | | 1,000 | |
Benefits paid | (10,888) | | | (8,403) | |
Settlements | — | | | (4,702) | |
Administrative expenses paid | (2,301) | | | (2,264) | |
Fair value of plan assets, end of year | $ | 141,177 | | | $ | 147,272 | |
| | | |
Funded status at end of year | $ | (22,693) | | | $ | (24,794) | |
As of November 30, 2023 and 2022, $37.0 million and $40.5 million, respectively, of the net amount recognized in the Consolidated Statements of Financial Condition was reflected as a charge to Accumulated other comprehensive income (loss) (substantially all of which were cumulative losses) and $22.7 million and $24.8 million, respectively, was reflected as accrued pension cost.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table summarizes the components of net periodic pension cost and other amounts recognized in other comprehensive income (loss) excluding taxes (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
| | | | | |
Interest cost | $ | 7,981 | | | $ | 5,805 | | | $ | 4,946 | |
Expected return on plan assets | (6,411) | | | (7,311) | | | (8,433) | |
Settlement losses | 370 | | | 833 | | | — | |
Actuarial losses | 413 | | | 3,348 | | | 4,192 | |
Net periodic pension cost | $ | 2,353 | | | $ | 2,675 | | | $ | 705 | |
| | | | | |
Amounts recognized in other comprehensive income (loss): | | | | | |
Net (gains) losses arising during the period | $ | (2,670) | | | $ | (211) | | | $ | (8,264) | |
Settlement losses | — | | | (833) | | | — | |
Amortization of net loss | 782 | | | (3,348) | | | (4,192) | |
Total recognized in other comprehensive income (loss) | $ | (1,888) | | | $ | (4,392) | | | $ | (12,456) | |
| | | | | |
Net amount recognized in net periodic benefit cost and other comprehensive income (loss) | $ | 465 | | | $ | (1,717) | | | $ | (11,751) | |
The amounts in Accumulated other comprehensive income (loss) at November 30, 2023 and 2022 have not yet been recognized as components of net periodic pension cost in the Consolidated Statements of Earnings.
The assumptions used are as follows:
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
WilTel Plan | | | |
Discount rate used to determine benefit obligation | 5.30 | % | | 4.90 | % |
Weighted-average assumptions used to determine net pension cost: | | | |
Discount rate | 4.90 | % | | 2.60 | % |
Expected long-term return on plan assets | 6.00 | % | | 6.00 | % |
| | | |
U.S. Pension Plan | | | |
Discount rate used to determine benefit obligation | 5.20 | % | | 4.80 | % |
Weighted-average assumptions used to determine net pension cost: | | | |
Discount rate | 4.80 | % | | 2.40 | % |
Expected long-term return on plan assets | 5.00 | % | | 5.00 | % |
The following pension benefit payments are expected to be paid (in thousands):
| | | | | |
Fiscal Year: | |
2024 | $ | 24,303 | |
2025 | 12,035 | |
2026 | 13,166 | |
2027 | 13,641 | |
2028 | 13,024 | |
Years 2029 - 2033 | 61,816 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
U.S. Plan Assets
The information below on the plan assets for the WilTel plan and the U.S. Pension Plan is presented separately for the plans as the investments are managed independently.
WilTel Plan Assets
The current investment objectives are designed to close the funding gap while mitigating funded status volatility through a combination of liability hedging and investment returns. As plan funded status improves, the asset allocation will move along a predetermined, de-risking glide path that reallocates capital from growth assets to liability-hedging assets in order to reduce funded status volatility and lock in funded status gains. Plan assets are split into two separate portfolios, each with different asset mixes and objectives. The portfolios are valued at their NAV as a practical expedient for fair value.
•The Growth Portfolio consists of global equities and high yield investments.
•The Liability-Driven Investing (“LDI”) Portfolio consists of long duration credit bonds and a suite of long duration, Treasury-based instruments designed to provide capital-efficient interest rate exposure as well as target specific maturities. The objective of the LDI Portfolio is to seek to achieve performance similar to the WilTel plan’s liability by seeking to match the interest rate sensitivity and credit sensitivity. The LDI Portfolio is managed to mitigate volatility in funded status deriving from changes in the discounted value of benefit obligations from market movements in the interest rate and credit components of the underlying discount curve.
U.S. Pension Plan Assets
We have an agreement with an external investment manager to invest and manage the plan’s assets under a strategy using a combination of two portfolios. The investment manager allocates the plan’s assets between a growth portfolio and a liability-driven portfolio according to certain target allocations and tolerance bands that are agreed to by the Administrative Committee of the U.S. Pension Plan. Such target allocations will take into consideration the plan’s funded ratio. The manager will also monitor the strategy and, as the plan’s funded ratio changes over time, will rebalance the strategy, if necessary, to be within the agreed tolerance bands and target allocations. The portfolios are composed of certain common collective investment trusts that are established and maintained by the investment manager. The common collective trusts are valued at their NAV as a practical expedient for fair value.
Plan Assumptions
To develop the assumption for the expected long-term rate of return on plan assets, we considered the following underlying assumptions: 2.5% current expected inflation, (0.5)% to 1.5% real rate of return for long duration risk free investments and an additional 0.5% to 1.5% return premium for corporate credit risk. For U.S. and international equity, we assume an equity risk premium over risk-free assets equal to 4.6%. We then weighted these assumptions based on invested assets and assumed that investment expenses were offset by expected returns in excess of benchmarks, which resulted in the selection of 6.0% and 5.0% expected long-term rate of return assumption for WilTel and U.S. Pension plan, respectively, for 2023.
Other
We have defined contribution pension plans, including 401(k) plans, that cover certain employees. Amounts charged to expense related to such plans were $12.6 million, $12.7 million and $9.8 million for the years ended November 30, 2023, 2022 and 2021, respectively.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 17. Leases
We enter into lease and sublease agreements, primarily for office space, across our geographic locations. Information related to operating leases in our Consolidated Statements of Financial Condition at November 30, 2023 and 2022 is as follows (in thousands, except lease term and discount rate):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Premises and equipment - ROU assets (1) | $ | 455,468 | | $ | 455,264 |
| | | |
Weighted average: | | | |
Remaining lease term (in years) | 8.3 | | 10.0 |
Discount rate | 3.5 | % | | 2.9 | % |
(1) At November 30, 2023, we classified certain operating lease assets and liabilities as held for sale and discontinued recording amortization on the related right-of-use assets. See Note 5, Assets Held for Sale for further discussion.
The following table presents the maturities of our operating lease liabilities, excluding certain operating leases liabilities reclassified as held for sale, and a reconciliation to the Lease liabilities included in our Consolidated Statements of Financial Condition at November 30, 2023 and 2022 (in thousands):
| | | | | | | | | | | |
| November 30, |
Fiscal Year | 2023 | | 2022 |
2023 | $ | — | | | $ | 76,847 | |
2024 | 97,744 | | | 78,656 | |
2025 | 95,509 | | | 78,103 | |
2026 | 88,535 | | | 74,472 | |
2027 | 81,714 | | | 71,255 | |
2028 | 74,965 | | | 67,048 | |
2029 and thereafter | 188,529 | | | 161,674 | |
Total undiscounted cash flows | 626,996 | | | 608,055 | |
Less: Difference between undiscounted and discounted cash flows | (83,029) | | | (75,353) | |
Operating leases amount in our Consolidated Statements of Financial Condition | 543,967 | | | 532,702 | |
Finance leases amount in our Consolidated Statements of Financial Condition | 683 | | | 1,006 | |
Total amount in our Consolidated Statements of Financial Condition | $ | 544,650 | | | $ | 533,708 | |
In addition to the table above, at November 30, 2023, we entered into a lease agreement that was signed but had not yet commenced. This operating lease will commence in 2024 with a lease term of fourteen years. Lease payments for this lease agreement will be $11.1 million for the period from lease commencement to the end of the lease term.
The following table presents our lease costs (in thousands): | | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Operating lease costs (1) | $ | 81,194 | | | $ | 80,959 | | | $ | 79,701 | |
Variable lease costs (2) | 14,506 | | | 12,887 | | | 11,168 | |
Less: Sublease income | (5,545) | | | (4,507) | | | (7,191) | |
Total lease cost, net | $ | 90,155 | | | $ | 89,339 | | | $ | 83,678 | |
(1) Includes short-term leases, which are not material.
(2) Includes property taxes, insurance costs, common area maintenance, utilities, and other costs that are not fixed. The amount also includes rent increases resulting from inflation indices and periodic market rent reviews.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidated Statements of Cash Flows supplemental information was as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Cash outflows - lease liabilities | $ | 81,831 | | | $ | 81,082 | | | $ | 79,437 | |
Non-cash - ROU assets recorded for new and modified leases | 56,968 | | | 87,977 | | | 30,246 | |
The amortization of the ROU assets is included within Other adjustments in the Consolidated Statements of Cash Flows.
Note 18. Short-Term Borrowings
Short-term borrowings at November 30, 2023 and 2022 mature in one year or less and include the following (in thousands):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Bank loans | $ | 989,715 | | | $ | 517,524 | |
Fixed rate callable note | — | | | 4,068 | |
Floating rate puttable notes | — | | | 6,800 | |
Total short-term borrowings (1) | $ | 989,715 | | | $ | 528,392 | |
(1) Short-term borrowings are recorded at cost in our Consolidated Statements of Financial Condition, which is a reasonable approximation of their fair values due to their liquid and short-term nature.
At November 30, 2023, the weighted average interest rate on short-term borrowings outstanding is 6.06% per annum.
At November 30, 2023 and 2022, our borrowings under credit facilities classified within bank loans in Short-term borrowings in our Consolidated Statements of Financial Condition were $937.1 million and $517.0 million, respectively. Our borrowings include credit facilities that contain certain covenants that, among other things, require us to maintain a specified level of tangible net worth, require a minimum regulatory net capital requirement for our U.S. broker-dealer, Jefferies LLC, and impose certain restrictions on the future indebtedness of certain of our subsidiaries that are borrowers. Interest is based on rates at spreads over the federal funds rate or other adjusted rates, as defined in the various credit agreements, or at a rate as agreed between the bank and us in reference to the bank’s cost of funding. At November 30, 2023, we were in compliance with all covenants under these credit facilities.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 19. Long-Term Debt
The following summarizes our long-term debt carrying values (including unamortized discounts and premiums, valuation adjustments and debt issuance costs, where applicable) (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | November 30, |
| Maturity | | Effective Interest Rate | | 2023 | | 2022 |
Unsecured long-term debt: | | | | | | | |
5.500% Senior Notes | October 18, 2023 | | — | % | | $ | — | | | $ | 393,048 | |
1.000% Euro Medium Term Notes | July 19, 2024 | | 1.00 | % | | 544,222 | | | 519,970 | |
6.000% Callable Note due 2025 | June 16, 2025 | | 6.22 | % | | 5,389 | | | — | |
6.500% Callable Note due 2025 | July 18, 2025 | | 6.71 | % | | 24,917 | | | — | |
4.500% Callable Note due 2025 | July 22, 2025 | | 4.84 | % | | 6,172 | | | 6,153 | |
6.500% Callable Note due 2025 | August 18, 2025 | | 6.71 | % | | 25,910 | | | — | |
6.750% Callable Note due 2025 | October 17, 2025 | | 6.97 | % | | 42,838 | | | — | |
6.500% Callable Note due 2025 | November 21, 2025 | | 6.71 | % | | 11,953 | | | — | |
5.000% Callable Note due 2026 | March 26, 2026 | | 5.52 | % | | 8,593 | | | 8,554 | |
6.000% Callable Note due 2026 | May 30, 2026 | | 6.27 | % | | 14,093 | | | — | |
6.500% Callable Note due 2026 | July 31, 2026 | | 6.72 | % | | 49,730 | | | — | |
6.625% Callable Note due 2026 | September 21, 2026 | | 6.85 | % | | 17,898 | | | — | |
4.850% Senior Notes (1) | January 15, 2027 | | 7.55 | % | | 703,542 | | | 703,533 | |
6.450% Senior Debentures | June 8, 2027 | | 5.46 | % | | 361,126 | | | 363,915 | |
5.000% Callable Note due 2027 | June 16, 2027 | | 5.22 | % | | 24,825 | | | 24,784 | |
5.000% Callable Note due 2028 | February 17, 2028 | | 5.29 | % | | 9,910 | | | 9,888 | |
5.875% Senior Notes | July 21, 2028 | | 6.01 | % | | 990,838 | | | — | |
7.000% Callable Note due 2028 | October 31, 2028 | | 7.24 | % | | 28,219 | | | — | |
4.150% Senior Notes | January 23, 2030 | | 4.26 | % | | 992,554 | | | 991,518 | |
2.625% Senior Debentures (1) | October 15, 2031 | | 4.73 | % | | 901,692 | | | 911,777 | |
2.750% Senior Debentures (1) | October 15, 2032 | | 7.08 | % | | 382,957 | | | 392,162 | |
7.375% Callable Note due 2033 | November 17, 2033 | | 7.66 | % | | 19,601 | | | — | |
6.250% Senior Notes | January 15, 2036 | | 6.03 | % | | 484,890 | | | 497,681 | |
6.500% Senior Notes | January 20, 2043 | | 6.05 | % | | 405,850 | | | 409,472 | |
6.625% Senior Notes | October 23, 2043 | | 6.97 | % | | 247,010 | | | 246,954 | |
6.830% Callable Note due 2053 | November 20, 2053 | | 6.72 | % | | 14,730 | | | — | |
Floating Rate Senior Notes | September 22, 2053 | | 5.59 | % | | 15,253 | | | — | |
Floating Rate Senior Notes | October 29, 2071 | | 5.21 | % | | 61,728 | | | 61,715 | |
Unsecured Credit Facility | November 17, 2025 | | 6.31 | % | | 350,000 | | | 349,578 | |
Structured Notes (2) | Various | | — | % | | 1,708,443 | | | 1,583,828 | |
Floating Euro Medium Term Notes | June 19, 2026 | | 4.56 | % | | 42,417 | | | — | |
Total unsecured long-term debt | | | | | 8,497,300 | | | 7,474,530 | |
Secured long-term debt: | | | | | | | |
Tessellis Secured Debt | | | | | 75,440 | | | — | |
HomeFed EB-5 Program Debt | | | | | 242,608 | | | 209,060 | |
HomeFed Construction Loans | | | | | 48,182 | | | 56,965 | |
Secured Credit Facilities | | | | | 735,222 | | | 933,531 | |
Secured Bank Loan | | | | | 100,000 | | | 100,000 | |
Total long-term debt (3) | | | | | $ | 9,698,752 | | | $ | 8,774,086 | |
(1)The carrying values of these senior notes include net gains of $21.6 million and $219.1 million during the years ended
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
November 30, 2023 and 2022, respectively, associated with interest rate swaps based on designation as fair value hedges. See Note 2, Summary of Significant Accounting Policies, and Note 7, Derivative Financial Instruments for further information.
(2)These structured notes contain various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from a change in the instrument-specific credit risk presented in other comprehensive income and changes in fair value resulting from non-credit components recognized in Principal transactions revenues. A weighted average coupon rate is not meaningful, as all of the structured notes are carried at fair value.
(3)Total Long-term debt has a fair value of $9.57 billion and $8.46 billion at November 30, 2023 and 2022, respectively, which would be classified as Level 2 or Level 3 in the fair value hierarchy.
During 2023, long-term debt increased by $924.7 million to $9.70 billion at November 30, 2023, as presented in our Consolidated Statements of Financial Condition. This increase is primarily due to the issuance of our 5.875% Senior Notes due 2028 with a principal amount of $1.0 billion. The proceeds from the issuances of our other debt, net of repayments, were $290.2 million. Additionally, at November 30, 2023, long-term debt includes $75.4 million related to Tessellis due to the step-acquisition of OpNet. This was partially offset by the maturity of our 5.500% Senior Note with a principal amount of $393.0 million and the reclassification of long-term debt to liabilities held for sale related to Foursight.
At November 30, 2023 and 2022, our borrowings under several credit facilities classified within Long-term debt in our Consolidated Statements of Financial Condition were $735.2 million and $933.5 million, respectively. Interest on these credit facilities is based on an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or other adjusted rates, as defined in the various credit agreements. The credit facility agreements contain certain covenants that, among other things, require us to maintain specified levels of tangible net worth and liquidity amounts, and impose certain restrictions on future indebtedness of and require specified levels of regulated capital and cash reserves for certain of our subsidiaries. At November 30, 2023, we were in compliance with all covenants under these credit facilities.
In addition, one of our subsidiaries has a Loan and Security Agreement with a bank for a term loan (“Secured Bank Loan”). At November 30, 2023 and 2022, borrowings under the Secured Bank Loan amounted to $100.0 million and are also classified within Long-term debt in our Consolidated Statements of Financial Condition. The Secured Bank Loan matures on September 13, 2024 and is collateralized by certain trading securities with an interest rate of SOFR plus 1.25%. The agreement contains certain covenants that, among other things, restricts lien or encumbrance upon any of the pledged collateral. At November 30, 2023, we were in compliance with all covenants under the Secured Bank Loan.
HomeFed funds certain of its real estate projects in part by raising funds under the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services pursuant to the Immigration and Nationality Act (“EB-5 Program”). This debt is secured by certain real estate of HomeFed. At November 30, 2023, HomeFed was in compliance with all debt covenants which include, among other requirements, limitations on incurrence of debt, collateral requirements and restricted use of proceeds. Substantially all of HomeFed’s EB-5 Program debt matures in 2024 through 2028.
At November 30, 2023, HomeFed has a construction loan with an aggregate committed amount of $62.0 million. The proceeds are being used for construction at certain of its real estate projects. The outstanding principal amount of the loan bears interest based on the SOFR plus 2.75%, subject to adjustment on the first of each calendar month. At November 30, 2023, the interest rate on the loan was 8.07%. The loan matures in May 2024 and is collateralized by the property underlying the related project with a guarantee by HomeFed. At November 30, 2023 and 2022, $48.2 million and $57.0 million, respectively, was outstanding under the construction loan agreement.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 20. Preferred Shares
Mandatorily Redeemable Convertible Preferred Shares
Our $125.0 million of callable mandatorily redeemable cumulative convertible preferred shares (“Preferred Shares”) were converted during the first quarter of 2023 at a price of $1,000 per preferred share, plus accrued interest, into 4,654,362 common shares for $125.0 million, or $26.82 per common share.
Non-Voting Convertible Preferred Shares
On April 27, 2023, we established Series B Non-Voting Convertible Preferred Shares with a par value of $1.00 per share (“Series B Preferred Stock”) and designated 70,000 shares as Series B Preferred Stock. The Series B Preferred Stock has a liquidation preference of $17,500 per share and rank senior to our voting common stock upon dissolution, liquidation or winding up of Jefferies Financial Group Inc. Each share of Series B Preferred Stock is automatically convertible into 500 shares of non-voting common stock, subject to certain anti-dilution adjustments, three years after issuance. The Series B Preferred Stock participates in cash dividends and distributions alongside our voting common stock on an as-converted basis.
Additionally, on April 27, 2023, we entered into an Exchange Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”), which entitles SMBC to exchange shares of our voting common stock for shares of the Series B Preferred Stock at a rate of 500 shares of voting common stock for one share of Series B Preferred Stock. The Exchange Agreement is limited to 55,125 shares of Preferred Stock and SMBC will pay $1.50 per share of voting common stock so exchanged. During the year ended November 30, 2023, SMBC exchanged 21.0 million shares of voting common stock for 42,000 shares of Series B Preferred Stock and we received cash of $31.5 million from SMBC in connection with the exchange. As a result of the exchange, our equity attributed to our voting common stock decreased by $21.0 million, our equity attributed to the Series B Preferred Stock increased by $42,000 and additional paid-in capital increased by $52.5 million.
At November 30, 2023, SMBC owns 9.1% of our common stock on an as-converted basis and 8.3% on a fully-diluted, as-converted, basis. During the year ended November 30, 2023, we paid $12.6 million, or $0.60 per share on an as-converted basis, of cash dividends on the Series B Preferred Stock.
On June 28, 2023, shareholders approved an Amended and Restated Certificate of Incorporation, which authorized the issuance of non-voting common stock with a par value of $1.00 per share (the “Non-Voting Common Shares”). The Non-Voting Common Shares are entitled to share equally, on a per share basis, with the voting common stock, in dividends and distributions. Upon the effectiveness of the Amended and Restated Certificate of Incorporation on June 30, 2023, the number of authorized shares of common stock remains at 600,000,000 shares, comprised of 565,000,000 shares of voting common stock and 35,000,000 shares of Non-Voting Common Shares.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 21. Common Shares and Earnings Per Common Share
Basic and diluted earnings per common share amounts were calculated by dividing net earnings by the weighted-average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per common share are as follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Numerator for earnings per common share: | | | | | |
Net earnings attributable to Jefferies Financial Group Inc. | $ | 275,672 | | | $ | 777,168 | | | $ | 1,667,403 | |
Allocation of earnings to participating securities (1) | (14,729) | | | (3,015) | | | (9,961) | |
Net earnings attributable to Jefferies Financial Group Inc. common shareholders for basic earnings per share | 260,943 | | | 774,153 | | | 1,657,442 | |
Adjustment to allocation of earnings to participating securities related to diluted shares (1) | — | | | 29 | | | 207 | |
Preferred shares and mandatorily redeemable convertible preferred share dividends | — | | | 8,281 | | | 6,949 | |
Net earnings attributable to Jefferies Financial Group Inc. common shareholders for diluted earnings per share | $ | 260,943 | | | $ | 782,463 | | | $ | 1,664,598 | |
Denominator for earnings per common share: | | | | | |
Weighted average common shares outstanding | 222,325 | | | 234,258 | | | 246,991 | |
Weighted average shares of restricted stock outstanding with future service required | (1,920) | | | (1,330) | | | (1,567) | |
Weighted average RSUs outstanding with no future service required | 12,204 | | | 14,450 | | | 18,171 | |
Denominator for basic earnings per common share – weighted average shares | 232,609 | | | 247,378 | | | 263,595 | |
Stock options and other share-based awards | 2,085 | | | 1,518 | | | 1,203 | |
Senior executive compensation plan RSU awards | 1,926 | | | 2,234 | | | 2,262 | |
Preferred shares and mandatorily redeemable convertible preferred shares (2) | — | | | 4,441 | | | 4,441 | |
Denominator for diluted earnings per common share (3) | 236,620 | | | 255,571 | | | 271,501 | |
Earnings per common share: | | | | | |
Basic | $ | 1.12 | | | $ | 3.13 | | | $ | 6.29 | |
Diluted | $ | 1.10 | | | $ | 3.06 | | | $ | 6.13 | |
(1)Represents dividends declared during the period on participating securities plus an allocation of undistributed earnings to participating securities. Net losses are not allocated to participating securities. Participating securities represent certain preferred stock, restricted stock and RSUs for which requisite service has not yet been rendered and amounted to weighted average shares of 8.9 million 1.0 million and 1.6 million for the years ended November 30, 2023, 2022 and 2021, respectively. Dividends declared on participating securities were $2.1 million, $1.1 million and $1.4 million during the years ended November 30, 2023, 2022 and 2021, respectively. Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.
(2)The two-class method was more dilutive for each period presented.
(3)Certain securities have been excluded as they would be antidilutive. However, these securities could potentially dilute earnings per share in the future. Antidilutive shares at November 30, 2023, were 9.5% of the weighted average common shares outstanding for the year ended November 30, 2023.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 22. Accumulated Other Comprehensive Income (Loss)
Activity in accumulated other comprehensive income (loss) is reflected in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Changes in Equity but not in the Consolidated Statements of Earnings. A summary of accumulated other comprehensive income (loss), net of taxes is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 | | 2021 |
| | | | | |
Net unrealized gains (losses) on available-for-sale securities | $ | (4,595) | | | $ | (5,892) | | | $ | 269 | |
Net currency translation adjustments and other | (162,541) | | | (220,071) | | | (166,499) | |
Net unrealized losses related to instrument-specific credit risk | (181,946) | | | (104,526) | | | (153,672) | |
Net minimum pension liability | (46,463) | | | (48,930) | | | (52,241) | |
Total accumulated other comprehensive loss, net of tax | $ | (395,545) | | | $ | (379,419) | | | $ | (372,143) | |
Amounts reclassified out of accumulated other comprehensive income (loss) to net earnings are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended November 30, |
| | 2023 | | 2022 | | 2021 |
Net unrealized gains (losses) on instrument-specific credit risk at fair value (1) | | $ | (167) | | | $ | (129) | | | $ | 1,861 | |
Foreign currency translation adjustments (2) | | 17,506 | | | — | | | — | |
Amortization of defined benefit pension plan actuarial losses (3) | | (631) | | | (2,483) | | | (3,138) | |
Total reclassifications for the period, net of tax | | $ | 16,708 | | | $ | (2,612) | | | $ | (1,277) | |
(1)The amounts include income tax benefit (expense) of $0.1 million, $0.0 million, and $(0.6) million during the years ended November 30, 2023, 2022 and 2021, respectively, which were reclassified to Principal transactions revenues in our Consolidated Statements of Earnings.
(2)Relates to the acquisition and consolidation of OpNet in the fourth quarter of 2023. See Note 4, Business Acquisitions and Note 5, Assets Held for Sale for further information. The amount includes income tax benefit (expense) of $(5.4) million for the year ended November 30, 2023, which was reclassified to Other income in our Consolidated Statements of Earnings.
(3)The amounts include income tax benefits of approximately $0.2 million, $0.8 million, and $1.1 million during the years ended November 30, 2023, 2022 and 2021, respectively, which were reclassified to Compensation and benefits expenses in our Consolidated Statements of Earnings. See Note 16, Benefit Plans for further information.
Note 23. Income Taxes
The provision for income tax expense consists of the following components (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Current: | | | | | |
U.S. Federal | $ | 14,600 | | | $ | 198,507 | | | $ | 322,551 | |
U.S. state and local | 14,896 | | | 67,236 | | | 70,370 | |
Foreign | 51,923 | | | 78,505 | | | 86,918 | |
Total current | 81,419 | | | 344,248 | | | 479,839 | |
Deferred: | | | | | |
U.S. Federal | 10,380 | | | (61,303) | | | 72,753 | |
U.S. state and local | 3,112 | | | (17,010) | | | 19,502 | |
Foreign | (3,030) | | | 7,917 | | | 4,635 | |
Total deferred | 10,462 | | | (70,396) | | | 96,890 | |
Total income tax expense | $ | 91,881 | | | $ | 273,852 | | | $ | 576,729 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the U.S. and non-U.S. components of earnings before income tax expense (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
U.S. | $ | 177,595 | | | $ | 801,047 | | | $ | 1,970,625 | |
Non-U.S. (1) | 176,674 | | | 254,515 | | | 283,480 | |
Earnings before income tax expense | $ | 354,269 | | | $ | 1,055,562 | | | $ | 2,254,105 | |
(1)For purposes of this table, non-U.S. income is defined as income generated from operations located outside the U.S.
Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rate of 21.0% to earnings before income taxes as a result of the following (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
| Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
Computed expected federal income taxes | $ | 74,396 | | | 21.0 | % | | $ | 221,668 | | | 21.0 | % | | $ | 473,362 | | | 21.0 | % |
Increase (decrease) in income taxes resulting from: | | | | | | | | | | | |
State and local income taxes, net of Federal income tax benefit | 17,071 | | | 4.8 | | | 47,364 | | | 4.5 | | | 96,884 | | | 4.3 | |
International operations (including foreign rate differential) | 7,306 | | | 2.1 | | | 18,711 | | | 1.8 | | | 18,073 | | | 0.8 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Non-deductible executive compensation | 11,664 | | | 3.3 | | | 12,596 | | | 1.2 | | | 20,359 | | | 0.9 | |
Foreign tax credits, net | (4,504) | | | (1.3) | | | (20,368) | | | (1.9) | | | (13,963) | | | (0.6) | |
Employee share-based awards | (16,136) | | | (4.6) | | | (37,988) | | | (3.6) | | | 893 | | | — | |
Regulatory Settlement | — | | | — | | | 20,184 | | | 1.9 | | | — | | | — | |
Change in unrecognized tax benefits related to prior years | (25,561) | | | (7.2) | | | (16,915) | | | (1.7) | | | (27,374) | | | (1.2) | |
Interest on unrecognized tax benefits | 18,988 | | | 5.4 | | | 13,902 | | | 1.3 | | | 8,651 | | | 0.4 | |
| | | | | | | | | | | |
Other, net | 8,657 | | | 2.4 | | | 14,698 | | | 1.4 | | | (156) | | | — | |
Total income tax expense | $ | 91,881 | | | 25.9 | % | | $ | 273,852 | | | 25.9 | % | | $ | 576,729 | | | 25.6 | % |
The following table presents a reconciliation of gross unrecognized tax benefits (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Balance at beginning of period | $ | 349,955 | | | $ | 339,036 | | | $ | 314,347 | |
Increases based on tax positions related to the current period | 1,555 | | | 30,690 | | | 50,079 | |
Increases based on tax positions related to prior periods | 10,134 | | | 5,902 | | | 3,490 | |
Decreases based on tax positions related to prior periods | (28,622) | | | (25,673) | | | (24,180) | |
Decreases related to settlements with taxing authorities | (699) | | | — | | | (4,700) | |
Balance at end of period | $ | 332,323 | | | $ | 349,955 | | | $ | 339,036 | |
The total amount of unrecognized benefits that, if recognized, would favorably affect the effective tax rate was $263.0 million and $276.5 million (net of Federal benefit) at November 30, 2023 and 2022, respectively.
We recognize interest accrued related to unrecognized tax benefits and penalties, if any, as components of Income tax expense. Net interest expense related to unrecognized tax benefits was $25.5 million, $18.6 million and $10.8 million for the years ended November 30, 2023, 2022 and 2021, respectively. At November 30, 2023, 2022 and 2021, we had interest accrued of approximately $142.1 million, $116.5 million and $97.9 million, respectively, included in Accrued expenses and other liabilities in our Consolidated Statements of Financial Condition. No material penalties were accrued for the years ended November 30, 2023, 2022 and 2021. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense in our Consolidated Statements of Earnings.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The cumulative tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below (in thousands):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Deferred tax assets: | | | |
Compensation and benefits | $ | 189,928 | | | $ | 250,096 | |
Operating lease liabilities | 128,805 | | | 133,250 | |
Long-term debt | 75,850 | | | 47,535 | |
Tax credits | 24,000 | | | — | |
Accrued expenses and other | 151,360 | | | 156,388 | |
Investments in associated companies | 93,952 | | | 11,931 | |
Net operating loss carryover | 251,244 | | | 10,176 | |
Sub-total | 915,139 | | | 609,376 | |
Valuation allowance | (228,074) | | | (6,266) | |
Total deferred tax assets | 687,065 | | | 603,110 | |
Deferred tax liabilities: | | | |
Operating lease right-of-use assets | 110,071 | | | 118,567 | |
Amortization of intangibles | 62,333 | | | 62,670 | |
| | | |
Other | 56,318 | | | 34,011 | |
Total deferred tax liabilities | 228,722 | | | 215,248 | |
Net deferred tax asset, included in Other assets | $ | 458,343 | | | $ | 387,862 | |
The valuation allowance represents the portion of our deferred tax assets for which it is more likely than not that the benefit of such items will not be realized. We believe that the realization of the net deferred tax asset of $458.3 million at November 30, 2023 is more likely than not based on expectations of future taxable income in the jurisdictions in which we operate.
During the fourth quarter of 2023, we acquired Stratos and OpNet. Refer to Note 4, Business Acquisitions for further discussion. In relation to these acquisitions, we recognized deferred tax assets in the aggregate of $222.8 million primarily related to net operating losses, offset by a valuation allowance of $222.3 million.
We are currently under examination by a number of taxing jurisdictions. Though we do not expect that resolution of these examinations will have a material effect on our consolidated financial position, they may have a material impact on our consolidated results of operations for the period in which resolution occurs. It is reasonably possible that, within the next twelve months, statutes of limitation will expire which would have the effect of reducing the balance of unrecognized tax benefits by $25.3 million.
The table below summarizes the earliest tax years that remain subject to examination in the major tax jurisdictions in which we operate:
| | | | | |
Jurisdiction | Tax Year |
United States | 2020 |
New York State | 2001 |
New York City | 2006 |
United Kingdom | 2021 |
Germany | 2018 |
Hong Kong | 2017 |
India | 2010 |
| |
| |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 24. Commitments, Contingencies and Guarantees
Commitments
The following table summarizes our commitments at November 30, 2023 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expected Maturity Date (Fiscal Years) | | |
| 2024 | | 2025 | | 2026 and 2027 | | 2028 and 2029 | | 2030 and Later | | Maximum Payout |
Equity commitments (1) | $ | 75.0 | | | $ | 1.4 | | | $ | 38.6 | | | $ | 0.3 | | | $ | 121.3 | | | $ | 236.6 | |
Loan commitments (1) | 250.0 | | | 2.5 | | | 77.2 | | | — | | | — | | | 329.7 | |
Loans purchase commitments (2) | 2,205.6 | | | — | | | — | | | — | | | — | | | 2,205.6 | |
| | | | | | | | | | | |
Underwriting commitments | 26.2 | | | — | | | — | | | — | | | — | | | 26.2 | |
Forward starting reverse repos (3) | 7,477.1 | | | — | | | — | | | — | | | — | | | 7,477.1 | |
Forward starting repos (3) | 4,732.2 | | | — | | | — | | | — | | | — | | | 4,732.2 | |
Other unfunded commitments (1) | 80.2 | | | 1,083.5 | | | 201.3 | | | — | | | — | | | 1,365.0 | |
Total commitments | $ | 14,846.3 | | | $ | 1,087.4 | | | $ | 317.1 | | | $ | 0.3 | | | $ | 121.3 | | | $ | 16,372.4 | |
(1)Equity, loan and other unfunded commitments are presented by contractual maturity date. The amounts, however, are available on demand.
(2)Loan purchase commitments consist of unfunded commitments to acquire secondary market loans. For the population of loans to be acquired under the loan purchase commitments, at November 30, 2023, Jefferies had also entered into back-to-back committed sale contracts aggregating to $2.0 billion.
(3)At November 30, 2023, all of the securities within forward starting securities purchased under agreements to resell and all of the forward starting securities sold under agreements to repurchase settled within three business days.
Equity Commitments. Includes commitments to invest in our joint venture, Jefferies Finance, asset management funds and in Jefferies Capital Partners, LLC, a manager of private equity funds, which consists of a team led by our President and a director. At November 30, 2023, our outstanding commitments relating to Jefferies Capital Partners, LLC and its private equity funds were $10.4 million.
Additionally, at November 30, 2023, we had other outstanding equity commitments to invest up to $171.5 million with strategic affiliates and $39.3 million to various other investments.
Loan Commitments. From time to time, we make commitments to extend credit to clients and to strategic affiliates. These commitments and any related drawdowns of these facilities typically have fixed maturity dates and are contingent on certain representations, warranties and contractual conditions applicable to the borrower. At November 30, 2023, we had outstanding loan commitments of $77.2 million to clients and $2.5 million to a strategic affiliate.
Loan commitments outstanding at November 30, 2023 also include our portion of the outstanding secured revolving credit facility provided to Jefferies Finance, to support loan underwritings by Jefferies Finance.
Underwriting Commitments. In connection with investment banking activities, we may from time to time provide underwriting commitments to our clients in connection with capital raising transactions.
Forward Starting Reverse Repos and Repos. We enter into commitments to take possession of securities with agreements to resell on a forward starting basis and to sell securities with agreements to repurchase on a forward starting basis that are primarily secured by U.S. government and agency securities.
Other Unfunded Commitments. Other unfunded commitments include obligations in the form of revolving notes, warehouse financings and debt securities to provide financing to asset-backed and CLO vehicles. Upon advancing funds, drawn amounts are collateralized by the assets of an entity. Other unfunded commitments also include written put options to certain bondholders of an equity method investee.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Guarantees
Derivative Contracts. As a dealer, we make markets and trade in a variety of derivative instruments. Certain derivative contracts that we have entered into meet the accounting definition of a guarantee under U.S. GAAP, including credit default swaps, written foreign currency options and written equity put options. On certain of these contracts, such as written interest rate caps and foreign currency options, the maximum payout cannot be quantified since the increase in interest or foreign exchange rates are not contractually limited by the terms of the contract. As such, we have disclosed notional values as a measure of our maximum potential payout under these contracts.
The following table summarizes the notional amounts associated with our derivative contracts meeting the definition of a guarantee under U.S. GAAP at November 30, 2023 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expected Maturity Date (Fiscal Years) | | |
| 2024 | | 2025 | | 2026 and 2027 | | 2028 and 2029 | | 2030 and Later | | Notional/ Maximum Payout |
Guarantee Type: | | | | | | | | | | | |
Derivative contracts—non-credit related | $ | 11,654.4 | | | $ | 17,138.5 | | | $ | 9,337.6 | | | $ | — | | | $ | — | | | $ | 38,130.5 | |
| | | | | | | | | | | |
Total derivative contracts | $ | 11,654.4 | | | $ | 17,138.5 | | | $ | 9,337.6 | | | $ | — | | | $ | — | | | $ | 38,130.5 | |
The derivative contracts deemed to meet the definition of a guarantee under U.S. GAAP are before consideration of hedging transactions and only reflect a partial or “one-sided” component of any risk exposure. Written equity options and written credit default swaps are often executed in a strategy that is in tandem with long cash instruments (e.g., equity and debt securities). We substantially mitigate our exposure to market risk on these contracts through hedges, such as other derivative contracts and/or cash instruments, and we manage the risk associated with these contracts in the context of our overall risk management framework. We believe notional amounts overstate our expected payout and that fair value of these contracts is a more relevant measure of our obligations. At November 30, 2023, the fair value of derivative contracts meeting the definition of a guarantee is approximately $423.1 million.
HomeFed. For real estate development projects, we are generally required to obtain infrastructure improvement bonds at the beginning of construction work and warranty bonds upon completion of such improvements. These bonds are issued by surety companies to guarantee a municipality satisfactory completion of a project. As the planned area is developed and the municipality accepts the improvements, the bonds are released. At November 30, 2023, the aggregate amount of infrastructure improvement bonds outstanding was $43.9 million.
Standby Letters of Credit. At November 30, 2023, we provided guarantees to certain counterparties in the form of standby letters of credit in the amount of $56.8 million, with a weighted average maturity of less than one year. Standby letters of credit commit us to make payment to the beneficiary if the guaranteed party fails to fulfill its obligation under a contractual arrangement with that beneficiary. Since commitments associated with these collateral instruments may expire unused, the amount shown does not necessarily reflect the actual future cash funding requirement.
Other Guarantees. We are members of various exchanges and clearing houses. In the normal course of business, we provide guarantees to securities clearing houses and exchanges. These guarantees generally are required under the standard membership agreements, such that members are required to guarantee the performance of other members. Additionally, if a member becomes unable to satisfy its obligations to the clearing house, other members would be required to meet these shortfalls. To mitigate these performance risks, the exchanges and clearing houses often require members to post collateral. Our obligations under such guarantees could exceed the collateral amounts posted. Our maximum potential liability under these arrangements cannot be quantified; however, the potential for us to be required to make payments under such guarantees is deemed remote. Accordingly, no liability has been recognized for these arrangements. Additionally, we provide certain indemnifications in connection with third-party clearing and execution arrangements whereby a third-party may clear and settle transactions on behalf of our clients. These indemnifications generally have standard contractual terms and are entered into in the ordinary course of business. Our obligations in respect of such transactions are secured by the assets in our client’s account, as well as any proceeds received from the transactions cleared and settled on behalf of our client. However, we believe that it is unlikely we would have to make any material payments under these arrangements and no material liabilities related to these indemnifications have been recognized.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 25. Regulatory Requirements
Net Capital
Jefferies LLC is a broker-dealer registered with the SEC and a member firm of the Financial Industry Regulatory Authority (“FINRA”) and is subject to the SEC Uniform Net Capital Rule (“Rule 15c3-1”), which requires the maintenance of minimum net capital, and has elected to calculate minimum capital requirements using the alternative method permitted by Rule 15c3-1 in calculating net capital. Jefferies LLC, as a dually-registered U.S. broker-dealer and futures commission merchant (“FCM”), is also subject to Regulation 1.17 of the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act (“CEA”), which sets forth minimum financial requirements. The minimum net capital requirement in determining excess net capital for a dually-registered U.S. broker-dealer and FCM is equal to the greater of the requirement under SEA Rule 15c3-1 or CFTC Regulation 1.17.
Jefferies Financial Services, Inc. (“JFSI”) is a registered swap dealer subject to the CFTC’s regulatory capital requirements and is a registered security-based swap dealer with the SEC subject to the SEC’s security-based swap dealer regulatory rules and is approved by the SEC as an OTC derivatives dealer subject to compliance with the SEC’s net capital requirements. At November 30, 2023, JFSI is in compliance with these SEC and CFTC requirements. Additionally, JFSI is subject to the net capital requirements of the National Futures Association (“NFA”), as a member of the NFA. JFSI is required to maintain minimum net capital, as defined under SEA Rule 18a-1 of not less than the greater of 2% of the risk margin amount, as defined, or $20 million. Under CFTC Regulation 23.101, JFSI is required to maintain minimum net capital of not less than the greater of 2% of the uncleared swap margin, as defined in CFTC Regulation 23.100, or $20 million.
At November 30, 2023, Jefferies LLC and JFSI’s net capital and excess net capital were as follows (in thousands):
| | | | | | | | | | | |
| Net Capital | | Excess Net Capital |
Jefferies LLC | $ | 1,088,817 | | | $ | 980,587 | |
JFSI - SEC | 348,457 | | | 328,457 | |
JFSI - CFTC | 348,457 | | | 324,553 | |
FINRA is the designated examining authority for Jefferies LLC and the NFA is the designated self-regulatory organization for Jefferies LLC as an FCM.
Certain other U.S. and non-U.S. subsidiaries are subject to capital adequacy requirements as prescribed by the regulatory authorities in their respective jurisdictions, including Jefferies International Limited which is subject to the regulatory supervision and requirements of the Financial Conduct Authority in the U.K.
The regulatory capital requirements referred to above may restrict our ability to withdraw capital from our regulated subsidiaries.
At November 30, 2023 and 2022, $4.67 billion and $5.77 billion, respectively, of net assets of our consolidated subsidiaries are restricted as to the payment of cash dividends, or the ability to make loans or advances to the parent company. At November 30, 2023 and 2022, $4.43 billion and $4.87 billion, respectively, of these assets are restricted as they reflect regulatory capital requirements or require regulatory approval prior to the payment of cash dividends and advances to the parent company.
Customer Protection and Segregation Requirement
As a registered broker dealer that clears and carries customer accounts, Jefferies LLC is subject to the customer protection provisions under SEC Rule 15c3-3 and is required to compute a reserve formula requirement for customer accounts and deposit cash or qualified securities into a special reserve bank account for the exclusive benefit of customers. At November 30, 2023, Jefferies LLC had $640.9 million in cash and qualified U.S. Government securities on deposit in special reserve bank accounts for the exclusive benefit of customers.
As a registered broker dealer that clears and carries proprietary accounts of brokers (commonly referred to as “PAB”), Jefferies is also required to compute a reserve requirement for PABs pursuant to SEC Rule 15c3-3. At November 30, 2023, Jefferies had $53.1 million in cash and qualified U.S. Government securities in special reserve bank accounts for the exclusive benefit of PABs.
The qualified securities meeting the 15c3-3 customer and PAB requirements are included in Cash and securities segregated and Securities purchased under agreements to resell in our Consolidated Statements of Financial Condition.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 26. Segment Reporting
We operate in two reportable business segments: (1) Investment Banking and Capital Markets and (2) Asset Management. The Investment Banking and Capital Markets reportable business segment includes our securities, commodities, futures and foreign exchange capital markets activities and investment banking business, which is composed of financial advisory and underwriting activities. The Investment Banking and Capital Markets reportable business segment provides the sales, trading, origination and advisory effort for various fixed income, equity and advisory products and services. The Asset Management reportable business segment provides investment management services to investors in the U.S. and overseas and invests capital in hedge funds, separately managed accounts and third-party asset managers.
Our reportable business segment information is prepared using the following methodologies:
•Net revenues and non-interest expenses directly associated with each reportable business segment are included in determining earnings (losses) before income taxes.
•Net revenues and non-interest expenses not directly associated with specific reportable business segments are allocated based on the most relevant measures applicable, including each reportable business segment’s net revenues, headcount and other factors.
•Reportable business segment assets include an allocation of indirect corporate assets that have been fully allocated to our reportable business segments, generally based on each reportable business segment’s capital utilization.
Net revenues presented for our Investment Banking and Capital Markets reportable segment include allocations of interest income and interest expense as we assess the profitability of these businesses inclusive of the net interest revenue or expense associated with the respective activities, including the net interest cost of allocated long-term debt, which is a function of the mix of each business's associated assets and liabilities and the related funding costs. During 2023, we refined our allocated net interest methodology to better reflect net interest expense across our business units based on use of capital. Historical periods have been recast to conform with the revised methodology.
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Our net revenues, non-interest expenses and earnings (losses) before income taxes by reportable business segment are summarized below (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Investment Banking and Capital Markets: | | | | | |
Net revenues | $ | 4,504.4 | | | $ | 4,741.3 | | | $ | 6,929.3 | |
Non-interest expenses | 3,995.1 | | | 3,950.8 | | | 4,730.6 | |
Earnings before income taxes | 509.3 | | | 790.5 | | | 2,198.7 | |
Asset Management: | | | | | |
Net revenues | 188.3 | | | 1,243.5 | | | 1,084.8 | |
Non-interest expenses | 351.0 | | | 967.0 | | | 1,025.7 | |
Earnings (losses) before income taxes | (162.7) | | | 276.5 | | | 59.1 | |
Total of Reportable Business Segments: | | | | | |
Net revenues | 4,692.7 | | | 5,984.8 | | | 8,014.1 | |
Non-interest expenses | 4,346.1 | | | 4,917.8 | | | 5,756.3 | |
Earnings before income taxes | 346.6 | | | 1,067.0 | | | 2,257.8 | |
Reconciliation to consolidated amounts: | | | | | |
Net revenues | 7.7 | | | (6.0) | | | (0.3) | |
Non-interest expenses | — | | | 5.4 | | | 3.4 | |
Earnings (losses) before income taxes (1) | 7.7 | | | (11.4) | | | (3.7) | |
Total: | | | | | |
Net revenues | 4,700.4 | | | 5,978.8 | | | 8,013.8 | |
Non-interest expenses | 4,346.1 | | | 4,923.2 | | | 5,759.7 | |
Earnings before income taxes | $ | 354.3 | | | $ | 1,055.6 | | | $ | 2,254.1 | |
(1)Management does not consider certain foreign currency transaction gains or losses, debt valuation adjustments on derivative contracts, gains and losses on investments held in deferred compensation or certain other immaterial corporate income and expense items in assessing the financial performance of operating businesses. Collectively, these items are included in the reconciliation of reportable business segment amounts to consolidated amounts.
The following table summarizes our total assets by reportable business segment (in millions):
| | | | | | | | | | | |
| November 30, |
| 2023 | | 2022 |
Investment Banking and Capital Markets | $ | 51,776.9 | | | $ | 45,541.0 | |
Asset Management | 6,128.3 | | | 5,516.7 | |
Total assets | $ | 57,905.2 | | | $ | 51,057.7 | |
JEFFERIES FINANCIAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Net Revenues by Geographic Region
Net revenues for the Investment Banking and Capital Markets reportable business segment are recorded in the geographic region in which the position was risk-managed or, in the case of investment banking, in which the senior coverage banker is located. For the Asset Management reportable business segment, net revenues are allocated according to the location of the investment advisor or the location of the invested capital. Net revenues by geographic region were as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Year Ended November 30, |
| 2023 | | 2022 | | 2021 |
Americas (1) | $ | 3,625.6 | | | $ | 4,815.4 | | | $ | 6,748.8 | |
Europe and the Middle East (2) | 775.9 | | | 925.4 | | | 1,045.7 | |
Asia-Pacific | 298.9 | | | 238.0 | | | 219.3 | |
Net revenues | $ | 4,700.4 | | | $ | 5,978.8 | | | $ | 8,013.8 | |
(1)Primarily relates to U.S. results.
(2)Primarily relates to U.K. results.
Note 27. Related Party Transactions
Officers, Directors and Employees. The following sets forth information regarding related party transactions with our officers, directors and employees:
•At November 30, 2023 and 2022, we had $31.0 million and $17.7 million, respectively, of loans outstanding to certain of our officers and employees (none of whom are executive officers or directors) that are included in Other assets in our Consolidated Statements of Financial Condition.
•On October 24, 2022, we repurchased 640,000 of our shares from one of our officers for approximately $21.0 million.
•Receivables from and payables to customers include balances arising from officers’, directors’ and employees’ individual security transactions. These transactions are subject to the same regulations as all customer transactions and are provided on substantially the same terms.
•One of our directors has investments in hedge funds managed by us of approximately $3.0 million at November 30, 2023.
Investment Banking. For the year ended November 30, 2023, we recorded fees of $5.0 million, which are included in Investment banking revenues in our Consolidated Statements of Earnings, related to services provided to a merchant banking investment held in our Asset Management business.
Vitesse Energy. On January 13, 2023, our consolidated subsidiary, Vitesse Energy, issued shares measured at a total consideration of $30.6 million in exchange for acquiring all of the outstanding capital interests of Vitesse Oil, which was controlled by JCP Fund V. We provided investment banking services to Vitesse Energy and recognized revenue of $3.0 million for the year ended November 30, 2023, included within Investment banking revenues in our Consolidated Statements of Earnings. See Note 1, Organization and Basis of Presentation for additional details related to the Vitesse Energy distribution.
Special Purpose Acquisition Companies. We earned investment banking revenues during the year ended November 30, 2021 of $45.5 million for services provided to special purpose acquisition companies we have co-sponsored.
JEFFERIES FINANCIAL GROUP INC.