Jefferies Financial Group Inc. [JEF] Filings

10-Q 1 jef-20240531.htm 10-Q jef-20240531

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-05721

Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

New York

13-2615557

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

520 Madison Avenue,

New York,

New York

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 284-2300

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $1 per share	JEF	New York Stock Exchange
4.850% Senior Notes Due 2027	JEF 27A	New York Stock Exchange
5.875% Senior Notes Due 2028	JEF 28	New York Stock Exchange
2.750% Senior Notes Due 2032	JEF 32A	New York Stock Exchange
6.200% Senior Notes Due 2034	JEF 34	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the issuer’s classes of common stock at June 28, 2024 was 205,490,683.

Jefferies Financial Group Inc.

Index to Quarterly Report on Form 10-Q

May 31, 2024


PART I. FINANCIAL INFORMATION
			Page
Item 1. Financial Statements			2
Consolidated Statements of Financial Condition (Unaudited)			2
Consolidated Statements of Earnings (Unaudited)			3
Consolidated Statements of Comprehensive Income (Unaudited)			4
Consolidated Statements of Changes in Equity (Unaudited)			5
Consolidated Statements of Cash Flows (Unaudited)			6
Notes to Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			45
Item 3. Quantitative and Qualitative Disclosures About Market Risk			69
Item 4. Controls and Procedures			69

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			70
Item 1A. Risk Factors			70
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			70
Item 5. Other Information			70
Item 6. Exhibits			70

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Statements of Financial Condition

(Unaudited)


$ in thousands except share and per share amounts	May 31, 2024		November 30, 2023
Assets
Cash and cash equivalents	$	10,841,622	$	8,526,363
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations (includes $110,198 at fair value at November 30, 2023)	1,097,400		1,414,593
Financial instruments owned, at fair value (includes securities pledged of $19,087,188 and $17,158,747)	22,786,676		21,747,473
Investments in and loans to related parties	1,307,387		1,239,345
Securities borrowed	7,141,857		7,192,091
Securities purchased under agreements to resell	6,744,567		5,950,549
Securities received as collateral, at fair value	106,229		8,800
Receivables:
Brokers, dealers and clearing organizations	3,101,851		2,380,732
Customers	2,298,491		1,705,425
Fees, interest and other	714,025		630,142
Premises and equipment	1,206,489		1,065,680
Assets held for sale (includes pledged assets of $181,900 at fair value at November 30, 2023)	617,971		1,545,472
Goodwill	1,822,809		1,847,856
Other assets (includes assets pledged of $339,039 and $244,604)	3,213,156		2,650,640
Total assets	$	63,000,530	$	57,905,161
Liabilities and Equity
Short-term borrowings	$	1,625,310	$	989,715
Financial instruments sold, not yet purchased, at fair value	11,926,366		11,251,154
Securities loaned	2,244,127		1,840,518
Securities sold under agreements to repurchase	11,037,113		10,920,606
Other secured financings (includes $3,965 and $3,898 at fair value)	1,545,936		1,430,199
Obligation to return securities received as collateral, at fair value	106,229		8,800
Payables:
Brokers, dealers and clearing organizations	4,337,336		3,737,810
Customers	3,841,052		3,960,557
Lease liabilities	634,786		544,650
Liabilities held for sale	256,808		1,173,648
Accrued expenses and other liabilities	2,826,275		2,546,211
Long-term debt (includes $1,875,817 and $1,708,443 at fair value)	12,666,600		9,698,752
Total liabilities	53,047,938		48,102,620
Mezzanine Equity
Redeemable noncontrolling interests	406		406
Equity
Preferred shares, par value of $1 per share, authorized 70,000 shares; 42,000 shares issued and outstanding; liquidation preference of $17,500 per share	42		42
Common shares, par value $1 per share, authorized 565,000,000 shares; 212,053,183 and 210,626,642 shares issued and outstanding, after deducting 109,064,887 and 110,491,428 shares held in treasury	212,053		210,627
Non-voting common shares, par value $1 per share, authorized 35,000,000 shares; no shares issued and outstanding	—		—
Additional paid-in capital	2,051,149		2,044,859
Accumulated other comprehensive loss	(410,734)		(395,545)
Retained earnings	8,022,546		7,849,844
Total Jefferies Financial Group Inc. shareholders’ equity	9,875,056		9,709,827
Noncontrolling interests	77,130		92,308
Total equity	9,952,186		9,802,135
Total liabilities and equity	$	63,000,530	$	57,905,161

See accompanying notes to consolidated financial statements.


2						Jefferies Financial Group Inc.

Consolidated Statements of Earnings

(Unaudited)


$ In thousands, except per share amounts	Three Months Ended May 31,				Six Months Ended May 31,
	2024		2023		2024		2023
Revenues
Investment banking	$	738,584	$	492,475	$	1,417,649	$	995,273
Principal transactions	416,195		320,959		1,056,931		818,205
Commissions and other fees	271,782		235,312		517,325		448,582
Asset management fees and revenues	11,768		13,933		62,140		52,919
Interest	879,727		632,679		1,699,216		1,164,064
Other	198,240		(44,176)		314,977		(47,297)
Total revenues	2,516,296		1,651,182		5,068,238		3,431,746
Interest expense	859,851		613,572		1,673,590		1,110,644
Net revenues	1,656,445		1,037,610		3,394,648		2,321,102
Non-interest expenses
Compensation and benefits	861,993		575,868		1,788,864		1,278,926
Brokerage and clearing fees	110,536		96,592		220,206		177,066
Underwriting costs	18,552		13,169		37,036		26,376
Technology and communications	135,238		118,936		272,750		232,321
Occupancy and equipment rental	29,327		24,395		57,480		51,710
Business development	68,630		43,587		126,281		80,425
Professional services	75,493		68,514		153,337		130,675
Depreciation and amortization	49,946		25,310		93,148		58,602
Cost of sales	37,462		2,362		72,133		4,530
Other expenses	41,514		50,958		125,417		104,534
Total non-interest expenses	1,428,691		1,019,691		2,946,652		2,145,165
Earnings from continuing operations before income taxes	227,754		17,919		447,996		175,937
Income tax expense	73,107		9,235		129,066		37,929
Net earnings from continuing operations	154,647		8,684		318,930		138,008
Net earnings (losses) from discontinued operations, net of income tax benefit of $173, $0, $3,176, and $0	40		—		(7,851)		—
Net earnings	154,687		8,684		311,079		138,008
Net losses attributable to noncontrolling interests	(4,790)		(3,513)		(12,228)		(9,568)
Net losses attributable to redeemable noncontrolling interests	—		(198)		—		(454)
Preferred stock dividends	13,741		—		27,930		2,016
Net earnings attributable to common shareholders	$	145,736	$	12,395	$	295,377	$	146,014

Earnings per common share
Basic from continuing operations	$	0.66	$	0.05	$	1.37	$	0.60
Diluted from continuing operations	0.64		0.05		1.34		0.60
Basic	0.66		0.05		1.34		0.60
Diluted	0.64		0.05		1.31		0.60

Weighted-average common share shares outstanding
Basic	219,971		242,568		219,935		240,825
Diluted	226,146		245,413		225,587		246,870

See accompanying notes to consolidated financial statements.


May 2024 Form 10-Q						3

Consolidated Statements of Comprehensive Income

(Unaudited)


$ in thousands	Three Months Ended May 31,				Six Months Ended May 31,
	2024		2023		2024		2023
Net earnings	$	154,687	$	8,684	$	311,079	$	138,008
Other comprehensive income (loss), net of tax:
Currency translation adjustments and other (1) (3)	(4,018)		17,150		(4,117)		27,366
Changes in fair value related to instrument-specific credit risk (2)	(9,950)		34,195		(12,702)		(17,958)
Unrealized gains (losses) on available-for-sale securities	(328)		(292)		1,630		(41)
Total other comprehensive income (loss), net of tax	(14,296)		51,053		(15,189)		9,367
Comprehensive income	140,391		59,737		295,890		147,375
Net losses attributable to noncontrolling interests	(4,790)		(3,513)		(12,228)		(9,568)
Net losses attributable to redeemable noncontrolling interests	—		(198)		—		(454)
Preferred stock dividends	13,741		—		27,930		2,016
Comprehensive income attributable to common shareholders	$	131,440	$	63,448	$	280,188	$	155,381

(1)Includes income tax benefit of $0.7 million for both the three and six months ended May 31, 2024, and $4.7 million and $1.4 million for the three and six months ended May 31, 2023, respectively.

(2)Includes income tax benefit of $3.9 million and $5.1 million for the three and six months ended May 31, 2024, respectively, and income tax (expense) benefit of $(11.2) million and $8.0 million for the three and six months ended May 31, 2023, respectively. Refer to Note 17, Total Equity for additional information related to fair value changes related to instrument specific-credit risk, which were reclassified to Principal transactions revenues in our Consolidated Statements of Earnings.

(3)Includes $1.6 million and $1.9 million for the three and six months ended May 31, 2024, respectively, related to currency translation adjustments attributable to noncontrolling interests.

See accompanying notes to consolidated financial statements.


4						Jefferies Financial Group Inc.

Consolidated Statements of Changes in Equity

(Unaudited)


$ in thousands, except share amounts	Three Months Ended May 31,				Six Months Ended May 31,
	2024		2023		2024		2023
Preferred shares $1 par value
Balance, beginning of period	$	42	$	—	$	42	$	—

Balance, end of period	$	42	$	—	$	42	$	—
Common shares $1 par value
Balance, beginning of period	$	212,001	$	233,528	$	210,627	$	226,130
Purchase of common shares for treasury	(15)		(2,174)		(1,082)		(4,748)
Conversion of 125,000 preferred shares to common shares	—		—		—		4,654

Other	67		57		2,508		5,375
Balance, end of period	$	212,053	$	231,411	$	212,053	$	231,411
Additional paid-in capital:
Balance, beginning of period	$	2,026,584	$	2,012,206	$	2,044,859	$	1,967,781
Share-based compensation expense	14,357		10,492		34,572		24,218
Change in fair value of redeemable noncontrolling interests	—		(198)		—		(390)
Purchase of common shares for treasury	(931)		(64,966)		(42,897)		(160,244)
Conversion of 125,000 preferred shares to common shares	—		—		—		120,346
Dividend equivalents	4,926		4,334		9,680		15,186

Change in equity interest related to consolidated subsidiaries	—		(602)		—		(6,307)
Other	6,213		4,264		4,935		4,940
Balance, end of period	$	2,051,149	$	1,965,530	$	2,051,149	$	1,965,530
Accumulated other comprehensive loss, net of tax:
Balance, beginning of period	$	(396,438)	$	(421,105)	$	(395,545)	$	(379,419)
Other comprehensive income (loss), net of tax	(14,296)		51,053		(15,189)		9,367
Balance, end of period	$	(410,734)	$	(370,052)	$	(410,734)	$	(370,052)
Retained earnings
Balance, beginning of period	$	7,937,908	$	7,930,615	$	7,849,844	$	8,418,354
Net earnings attributable to Jefferies Financial Group Inc.	159,478		12,396		323,308		146,015
Dividends - common shares ($0.30, $0.30, $0.60, and $0.60 per share)	(68,540)		(74,263)		(136,903)		(153,884)
Dividends - preferred shares	(6,300)		—		(12,600)		—
Cumulative effect of change in accounting principle for current expected credit losses, net of tax	—		—		(644)		(14,831)
Distribution of Vitesse Energy, Inc.	—		—		—		(526,964)
Other	—		18		(459)		76
Balance, end of period	$	8,022,546	$	7,868,766	$	8,022,546	$	7,868,766
Total Jefferies Financial Group Inc. shareholders’ equity	$	9,875,056	$	9,695,655	$	9,875,056	$	9,695,655
Noncontrolling interests:
Balance, beginning of period	$	87,372	$	56,185	$	92,308	$	62,633
Net losses attributable to noncontrolling interests	(4,790)		(3,513)		(12,228)		(9,568)
Contributions	5		14,881		9,321		35,454
Distributions	(3,563)		—		(10,689)		(31,433)

Change in equity interest related to Vitesse Energy, Inc.	—		—		—		6,307
Conversion of Vitesse Energy, Inc. redeemable noncontrolling interest to noncontrolling interest	—		—		—		4,558
Conversion of redeemable noncontrolling interest to noncontrolling interest	—		1,396		—		1,396
Other	(1,894)		646		(1,582)		248
Balance, end of period	$	77,130	$	69,595	$	77,130	$	69,595
Total equity	$	9,952,186	$	9,765,250	$	9,952,186	$	9,765,250

See accompanying notes to consolidated financial statements.


May 2024 Form 10-Q						5

Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended May 31,
$ in thousands	2024		2023
Cash flows from operating activities:
Net earnings	$	311,079	$	138,008
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization	93,722		59,451

Share-based compensation	34,572		24,218
Net bad debt expense	46,593		28,592
Loss (income) on investments and loans to related parties	(37,202)		151,788
Distributions received on investments in related parties	874		1,297
Gain on sale of subsidiary and investment in related parties	(56,174)		—
Other adjustments	147,851		61,546
Net change in assets and liabilities:
Securities deposited with clearing and depository organizations	—		(155,508)
Receivables:
Brokers, dealers and clearing organizations	(722,293)		127,320
Customers	(594,067)		40,917
Fees, interest and other	(114,271)		14,711
Securities borrowed	48,414		(1,323,220)
Financial instruments owned	(937,418)		(2,328,090)
Securities purchased under agreements to resell	(799,421)		(888,808)
Other assets	(539,351)		(788,424)
Payables:
Brokers, dealers and clearing organizations	601,124		924,482
Customers	(119,505)		419,316
Securities loaned	405,066		(146,260)
Financial instruments sold, not yet purchased	680,922		673,369
Securities sold under agreements to repurchase	122,236		2,054,131
Lease liabilities	(38,778)		(17,692)
Accrued expenses and other liabilities	285,980		(472,814)
Net cash used in operating activities from continuing operations	(1,180,047)		(1,401,670)
Net cash used in operating activities from discontinued operations	(90,174)		—
Cash flows from investing activities:
Contributions to investments in and loans to related parties	(62,543)		(55,536)
Capital distributions from investments and repayments of loans from related parties	7,941		17,788
Originations and purchases of automobile loans, notes and other receivables	(89,540)		(206,062)
Principal collections of automobile loans, notes and other receivables	83,268		176,727
Net payments on premises and equipment	(144,857)		(50,214)
Proceeds from sales of subsidiary and investment in related parties, net of cash of operations sold	95,276		—


Net cash used in investing activities from continuing operations	(110,455)		(117,297)

Continued on next page.


6						Jefferies Financial Group Inc.

Consolidated Statements of Cash Flows (continued)

(Unaudited)


	Six Months Ended May 31,
$ in thousands	2024		2023
Cash flows from financing activities:
Proceeds from short-term borrowings	2,113,633		2,500,000
Payments on short-term borrowings	(1,495,796)		(2,183,800)
Proceeds from issuance of long-term debt, net of issuance costs	3,527,009		294,863
Repayment of long-term debt	(726,019)		(287,240)

Purchase of common shares for treasury	(43,979)		(164,992)
Dividends paid to common and preferred shareholders	(139,823)		(138,698)
Net proceeds from (payments on) other secured financings	240,898		(252,402)
Net change in bank overdrafts	17,754		2,308
Proceeds from contributions of noncontrolling interests	9,321		—
Payments on distributions to noncontrolling interests	(10,689)		—
Other	6,984		5,451
Net cash provided by (used in) financing activities from continuing operations	3,499,293		(224,510)
Net cash provided by financing activities from discontinued operations	4,384		—
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,513)		2,657
Net increase (decrease) in cash, cash equivalents and restricted cash	2,121,488		(1,740,820)
Net decrease in cash, cash equivalents and restricted cash classified within assets held for sale	(13,224)		—
Cash, cash equivalents and restricted cash at beginning of period	9,830,758		10,707,244
Cash, cash equivalents and restricted cash at end of period	$	11,939,022	$	8,966,424
Supplemental disclosures of cash flow information:
Cash paid during the period for
Interest	$	1,579,458	$	841,572
Income taxes, net	88,988		123,310

Noncash investing activities:

During the six months ended May 31, 2024, we had a stock distribution of $0.6 million from one of our equity method investments.

During the six months ended May 31, 2023, we had acquisition related activity attributable to Vitesse Oil, LLC of $30.6 million.

Noncash financing activities:

During the six months ended May 31, 2023, we had non-cash financing activities of:

•Capital distributions of $527.0 million and $31.4 million to our shareholders and noncontrolling interest holders, respectively, related to the spin-off of Vitesse Energy, Inc. during the six months ended May 31, 2023.

•Preferred shares of $125.0 million were converted into common shares during the six months ended May 31, 2023.

Cash, cash equivalents and restricted cash by category in our Consolidated Statements of Financial Condition (in thousands):


	May 31, 2024		November 30, 2023
Cash and cash equivalents	$	10,841,622	$	8,526,363
Cash on deposit for regulatory purposes with clearing and depository organizations	1,097,400		1,304,395

Total cash, cash equivalents and restricted cash	$	11,939,022	$	9,830,758

See accompanying notes to consolidated financial statements.


May 2024 Form 10-Q						7

Notes to Consolidated Financial Statements

(Unaudited)

Index


			Page
Note 1. Organization and Basis of Presentation			9
Note 2. Summary of Significant Accounting Policies			10
Note 3. Accounting Developments			10
Note 4. Business Acquisitions			10
Note 5. Assets Held for Sale and Discontinued Operations			12
Note 6. Fair Value Disclosures			13
Note 7. Derivative Financial Instruments			22
Note 8. Collateralized Transactions			25
Note 9. Securitization Activities			27
Note 10. Variable Interest Entities			28
Note 11. Investments			30
Note 12. Credit Losses on Financial Assets Measured at Amortized Cost			34
Note 13. Goodwill and Intangible Assets			35
Note 14. Revenues from Contracts with Customers			36
Note 15. Compensation Plans			37
Note 16. Borrowings			38
Note 17. Total Equity			39
Note 18. Income Taxes			41
Note 19. Commitments, Contingencies and Guarantees			41
Note 20. Regulatory Requirements			43
Note 21. Segment Reporting			43
Note 22. Related Party Transactions			44


8						Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Basis of Presentation

Organization

Jefferies Financial Group Inc. is a U.S.-headquartered global full service, integrated investment banking and capital markets 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 capital markets activities and our investment banking business, which provides underwriting and financial advisory services to our clients. We operate 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, and includes certain remaining businesses and assets of our legacy merchant banking portfolio.

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.

Jefferies Financial Group Inc. [JEF] Filings
10-Q	[2024-07-09]
10-Q	[2024-04-05]
10-K	[2024-01-26]
10-Q	[2023-10-06]
10-Q	[2023-07-07]
10-Q	[2023-04-10]
10-K	[2023-01-27]
10-Q	[2022-10-07]
10-Q	[2022-07-08]
10-Q	[2022-04-08]
10-K	[2022-01-28]
10-Q	[2021-10-08]
10-Q	[2021-07-09]
10-Q	[2021-04-08]
10-K	[2021-01-29]
10-Q	[2020-10-09]
10-Q	[2020-07-09]
10-Q	[2020-04-08]
10-K	[2020-01-29]
10-Q	[2019-10-08]
10-Q	[2019-07-09]
10-Q	[2019-04-09]
10-Q	[2018-11-01]
10-Q	[2018-08-01]
10-Q	[2018-05-02]
10-K	[2018-02-27]
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