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Loans to and Investments In Associated Companies
9 Months Ended
Aug. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Loans to and Investments in Associated Companies Loans to and Investments in Associated Companies

A summary of Loans to and investments in associated companies accounted for under the equity method of accounting during the nine months ended August 31, 2019 and September 30, 2018 is as follows (in thousands):
 
Loans to and investments in associated companies as of beginning of period
 
Income (losses) related to associated companies
 
Income (losses) related to Jefferies Group's associated companies (1)
 
Contributions to (distributions from) associated companies, net
 
Other
 
Loans to and investments in associated companies as of end of period
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
 
 
 
 
 
 
 
 
 
 
Jefferies Finance
$
728,560

 
$

 
$
1,035

 
$
(58,682
)
 
$

 
$
670,913

Berkadia (2)
245,228

 

 
72,231

 
(47,682
)
 
722

 
270,499

National Beef
653,630

 
137,918

 

 
(72,767
)
 
(10
)
 
718,771

FXCM (3)
75,031

 
(5,589
)
 

 
3,500

 
(134
)
 
72,808

Linkem (4)
165,157

 
(20,696
)
 

 
82,178

 
(8,226
)
 
218,413

HomeFed (5)
337,542

 
7,902

 

 

 
(345,444
)
 

HomeFed's associated companies

 

 

 
(3,054
)
 
198,273

 
195,219

Other (4)
212,184

 
2,231

 
(1,652
)
 
(13,958
)
 
869

 
199,674

Total
$
2,417,332

 
$
121,766

 
$
71,614

 
$
(110,465
)
 
$
(153,950
)
 
$
2,346,297

 
 
 
 
 
 
 
 
 
 
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
Jefferies Finance
$
655,467

 
$

 
$
36,497

 
$
43,470

 
$

 
$
735,434

Berkadia (2)
210,594

 
80,092

 

 
(42,064
)
 
(1,054
)
 
247,568

National Beef

 
83,287

 

 
(48,656
)
 
592,239

 
626,870

FXCM (3)
158,856

 
(19,322
)
 

 

 
(513
)
 
139,021

Garcadia companies (6)
179,143

 
21,646

 

 
(26,962
)
 
(173,827
)
 

Linkem
192,136

 
(20,534
)
 

 
542

 
(3,601
)
 
168,543

HomeFed
341,874

 
(3,338
)
 

 

 

 
338,536

Other
328,759

 
(57,511
)
 
(5,810
)
 
(60,630
)
 
(9,879
)
 
194,929

Total
$
2,066,829

 
$
84,320

 
$
30,687

 
$
(134,300
)
 
$
403,365

 
$
2,450,901



(1)
Primarily classified in Other revenues.
(2)
In the fourth quarter of 2018, we transferred our interest in Berkadia to Jefferies Group.
(3)
As further described in Note 3, our investment in FXCM includes both our equity method investment in FXCM and our term loan with FXCM. Our equity method investment is included in Loans to and investments in associated companies and our term loan is included in Trading assets, at fair value in our Consolidated Statements of Financial Condition.
(4)
Loans to and investments in associated companies at August 31, 2019 include loans and debt securities aggregating $83.7 million related to Linkem and Other.
(5)
As further described in Note 1, during the third quarter of 2019, we completed a merger with HomeFed by which we acquired the remaining common stock of HomeFed. From July 1, 2019, the results of HomeFed are reflected on a consolidated basis.
(6)
During the third quarter of 2018, we sold 100% of our equity interests in Garcadia and our associated real estate to our former partners, the Garff family.

Income (losses) related to associated companies includes the following (in thousands):
 
For the Three Months Ended
 
For the Nine Months Ended
 
August 31, 2019
 
September 30, 2018
 
August 31, 2019
 
September 30, 2018
National Beef
$
75,867

 
$
58,886

 
$
137,918

 
$
83,287

Berkadia

 
28,350

 

 
80,092

FXCM
(573
)
 
(4,282
)
 
(5,589
)
 
(19,322
)
Garcadia companies

 
691

 

 
21,646

Linkem
(12,115
)
 
(7,770
)
 
(20,696
)
 
(20,534
)
HomeFed
8,419

 
(7,783
)
 
7,902

 
(3,338
)
Other (1)
685

 
(49,225
)
 
2,231

 
(57,511
)
Total
$
72,283

 
$
18,867

 
$
121,766

 
$
84,320


(1) Includes an impairment charge of $47.9 million related to Golden Queen Mining Company, LLC ("Golden Queen") during the three and nine months ended September 30, 2018. In the third quarter of 2018, Golden Queen completed an updated mine plan and financial projections reflecting lower grades of gold as well as a decrease in the market price of gold. As a result of lower projected cash flows, we engaged an independent valuation firm to assist management in estimating the fair value of our equity investment in Golden Queen. Our estimate of fair value was based on a discounted cash flow analysis and was categorized within Level 3 of the fair value hierarchy. The discounted cash flow valuation model used inputs including management's projections of future Golden Queen cash flows and a discount rate of 12%. The result of our analysis indicated that the estimated fair value of our equity interest in Golden Queen was $62.3 million, which was $47.9 million lower than our prior carrying value at the end of the second quarter. We concluded based on lower projected cash flows and a decline in the market price of gold that the decline in fair value of our equity interest was other than temporary. As such, an impairment charge of $47.9 million was recorded in Income (loss) related to associated companies in the three and nine months ended September 30, 2018.

Income (losses) related to Jefferies Group's associated companies (primarily classified in Other revenues) includes the following (in thousands):
 
For the Three Months Ended
 
For the Nine Months Ended
 
August 31, 2019
 
September 30, 2018
 
August 31, 2019
 
September 30, 2018
Jefferies Finance
$
(6,901
)
 
$
5,931

 
$
1,035

 
$
36,497

Berkadia
24,286

 

 
72,231

 

Other
(92
)
 
(78
)
 
(1,652
)
 
(5,810
)
Total
$
17,293

 
$
5,853

 
$
71,614

 
$
30,687



Jefferies Finance

Through Jefferies Group, we own 50% of Jefferies Finance LLC ("Jefferies Finance"), a joint venture with Massachusetts Mutual Life Insurance Company ("MassMutual"). Jefferies Finance is a commercial finance company whose primary focus is the origination and syndication of senior secured debt to middle market and growth companies in the form of term and revolving loans. Loans are originated primarily through the investment banking efforts of Jefferies Group. Jefferies Finance may also originate other debt products such as second lien term, bridge and mezzanine loans, as well as related equity co-investments. Jefferies Finance also purchases syndicated loans in the secondary market and acts as an investment advisor for various loan funds.

At August 31, 2019, Jefferies Group and MassMutual each had equity commitments to Jefferies Finance of $750.0 million. At August 31, 2019, $643.7 million of Jefferies Group's commitment was funded. The investment commitment is scheduled to expire on March 1, 2020 with automatic one year extensions absent a 60-day termination notice by either party.

Jefferies Finance has executed a Secured Revolving Credit Facility with Jefferies Group 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 August 31, 2019 and November 30, 2018. Advances are shared equally between Jefferies Group and MassMutual. The facility is scheduled to mature on March 1, 2020 with automatic one year extensions absent a 60-day termination notice by either party. At August 31, 2019 and November 30, 2018, none of Jefferies Group's $250.0
million commitment was funded. Jefferies Group recognized interest income and unfunded commitment fees related to the facility of $0.3 million and $0.3 million during the three months ended August 31, 2019 and September 30, 2018, respectively, and $0.9 million and $2.0 million during the nine months ended August 31, 2019 and September 30, 2018, respectively.

Jefferies Group engages in debt capital markets transactions with Jefferies Finance related to the originations and syndications of loans by Jefferies Finance. In connection with such services, Jefferies Group earned fees of $44.6 million and $71.1 million during the three months ended August 31, 2019 and September 30, 2018, respectively, and $135.8 million and $282.1 million during the nine months ended August 31, 2019 and September 30, 2018, respectively, which are recognized in Investment banking revenues in the Consolidated Statements of Operations. In addition, Jefferies Group paid fees to Jefferies Finance in respect of certain loans originated by Jefferies Finance of $8.2 million and $12.1 million during the three months ended August 31, 2019 and September 30, 2018, respectively, and $21.8 million and $45.5 million during the nine months ended August 31, 2019 and September 30, 2018, respectively, which are recognized within Selling, general and other expenses in the Consolidated Statements of Operations.

Jefferies Group acts as a placement agent for CLOs managed by Jefferies Finance, for which Jefferies Group recognized fees of $1.0 million and $0.4 million during the three months ended August 31, 2019 and September 30, 2018, respectively, and $2.3 million and $3.1 million during the nine months ended August 31, 2019 and September 30, 2018, respectively, which are included in Investment banking revenues in the Consolidated Statements of Operations. At August 31, 2019 and November 30, 2018, Jefferies Group held securities issued by CLOs managed by Jefferies Finance, which are included in Trading assets. Additionally, Jefferies Group has entered into participation agreements and derivative contracts with Jefferies Finance based upon certain securities issued by CLOs. Gains (losses) related to the derivative contracts were not material.

Jefferies Group acted as underwriter in connection with terms loans issued by Jefferies Finance. Underwriting fees charged to Jefferies Finance were $2.9 million and $0.0 million during the three months ended August 31, 2019 and September 30, 2018, respectively, and $3.9 million and $0.3 million during the nine months ended August 31, 2019 and September 30, 2018, respectively. Under a service agreement, Jefferies Group charged Jefferies Finance $12.3 million and $13.3 million during the three months ended August 31, 2019 and September 30, 2018, respectively, and $50.6 million and $48.3 million during the nine months ended August 31, 2019 and September 30, 2018, respectively, for services provided. At August 31, 2019, Jefferies Group had a receivable from Jefferies Finance, included in Other assets in the Consolidated Statement of Financial Condition, of $12.9 million and a payable to Jefferies Finance, related to cash deposited with Jefferies Group, included in Payables, expense accruals and other liabilities in the Consolidated Statement of Financial Condition, of $13.7 million. At November 30, 2018, Jefferies Group had a receivable from Jefferies Finance, included in Other assets in the Consolidated Statement of Financial Condition, of $35.2 million and a payable to Jefferies Finance, related to cash deposited with Jefferies Group, included in Payables, expense accruals and other liabilities in the Consolidated Statement of Financial Condition, of $14.1 million.

Jefferies Group enters into OTC foreign exchange contracts with Jefferies Finance. In connection with these contracts Jefferies Group had $2.1 million recorded in Trading liabilities in our Consolidated Statement of Financial Condition at August 31, 2019 and $0.2 million recorded in Payables, expense accruals and other liabilities and $0.4 million included in Trading liabilities in our Consolidated Statement of Financial Condition at November 30, 2018.

On March 28, 2019, Jefferies Group entered into a promissory note with Jefferies Finance with a principal amount of $1.0 billion, the proceeds of which were used in connection with Jefferies Group's investment banking loan syndication activities. Jefferies Group repaid Jefferies Finance the entire outstanding principal amount of this note on May 15, 2019. Interest paid on the note of $3.8 million is included in Interest expense of Jefferies Group within the Consolidated Statements of Operations.

Berkadia

Berkadia is a commercial mortgage banking and servicing joint venture formed in 2009 with Berkshire Hathaway Inc. We and Berkshire Hathaway each contributed $217.2 million of equity capital to the joint venture and each have a 50% membership interest in Berkadia. We are entitled to receive 45% of the profits. Berkadia originates commercial/multifamily real estate loans that are sold to U.S. government agencies, and originates and brokers commercial/multifamily mortgage loans which are not part of government agency programs. Berkadia 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.

Berkadia uses all of the proceeds from the commercial paper sales of an affiliate of Berkadia to fund new mortgage loans, servicer advances, investments and other working capital requirements. Repayment of the commercial paper is supported by a $1.5 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 August 31, 2019, the aggregate amount of commercial paper outstanding was $1.47 billion.

National Beef

National Beef processes and markets fresh and chilled boxed beef, ground beef, beef by-products, consumer-ready beef and pork, and wet blue leather for domestic and international markets. As discussed in Note 23, on June 5, 2018, we completed the sale of 48% of National Beef to Marfrig, reducing our ownership in National Beef to 31%. As of the closing of the sale on June 5, 2018, we deconsolidated our investment in National Beef and account for our remaining interest under the equity method of accounting. We are amortizing our basis difference between the estimated fair value and the underlying book value of National Beef's customer relationships, tradenames, cattle supply contracts and property, plant and equipment over their respective useful lives (weighted average life of 15 years).

FXCM

We have a 50% voting interest in FXCM, a provider of online foreign exchange trading services. We account for our equity interest in FXCM on a one month lag. We are amortizing our basis difference between the estimated fair value and the underlying book value of FXCM customer relationships, technology and tradename over their respective useful lives (weighted average life of 11 years).
Garcadia
Garcadia was a joint venture between us and Garff Enterprises, Inc. ("Garff") that owned and operated automobile dealerships comprised of domestic and foreign automobile makers. In the third quarter of 2018, we sold 100% of our equity interests in Garcadia and our associated real estate to our former partners, the Garff family.
Linkem

We own approximately 42% of the common shares of Linkem, a fast-growing fixed wireless broadband services provider in Italy. In addition, we own convertible preferred stock, which is automatically convertible to common shares in 2022. If all of our convertible preferred stock was converted, it would increase our ownership to approximately 54% of Linkem’s common equity at August 31, 2019. We have approximately 48% of the total voting securities of Linkem. Additionally, we have made shareholder loans to Linkem with principal outstanding of $58.4 million at August 31, 2019. These shareholder loans bear interest at 5% per annum and are due June 30, 2024. We account for our equity interest in Linkem on a two month lag.

HomeFed

Through June 30, 2019, we owned an approximate 70% equity interest of HomeFed’s outstanding common shares; however, we had contractually agreed to limit our voting rights such that we would not be able to vote more than 45% of HomeFed’s total voting securities voting on any matter, assuming all HomeFed shares not owned by us were voted. HomeFed develops and owns residential and mixed-use real estate properties. HomeFed was a public company traded on the Over-the-Counter Bulletin Board (Symbol: HOFD). As a result of a 1998 distribution to all of our shareholders, approximately 5% of HomeFed was beneficially owned by our Chairman at June 30, 2019. Three of our executives served on the board of directors of HomeFed, including our Chairman who served as HomeFed’s Chairman, and our President. Since we did not control HomeFed, our investment in HomeFed was accounted for under the equity method as an investment in an associated company. We accounted for our equity interest in HomeFed on a two month lag.
On July 1, 2019, we completed a merger with HomeFed by which we acquired the remaining common stock of HomeFed. From July 1, 2019, the results of HomeFed are reflected on a consolidated basis. In connection with the merger, HomeFed stockholders received two shares of our common stock for each share of HomeFed common stock. A total of 9.3 million shares were issued.
HomeFed's Associated Companies

HomeFed's equity method investments primarily consist of its interests in Brooklyn Renaissance Plaza and Hotel and RedSky JZ Fulton Investors. HomeFed accounts for its equity interests on a two month lag.

Brooklyn Renaissance Plaza is comprised of a hotel operated by Marriott, an office building complex and a parking garage located in Brooklyn, New York. HomeFed owns a 25.8% equity interest in the hotel and a 61.25% equity interest in the office building and garage. Although HomeFed has a majority interest in the office building and garage, it does not have control, but only has the ability to exercise significant influence on this investment. As such, HomeFed accounts for the office building and garage under the equity method of accounting.

HomeFed formed a joint venture partnership with RedSky JZ Fulton Holdings, LLC, for the acquisition and possible redevelopment of a development site located on the Fulton Mall corridor in Downtown Brooklyn, New York. The property consists of 15 separate tax lots, divided into two premier development sites which may be redeveloped with buildings consisting of up to 540,000 square feet of floor area development rights. HomeFed has a 49% membership in the joint venture.

Other

The following table provides required summarized data for certain equity method investments. The table includes Jefferies Finance and Berkadia for the nine months ended August 31, 2019 and September 30, 2018, and National Beef for the nine months ended August 31, 2019 and for the period subsequent to the closing of the transaction with Marfrig on June 5, 2018 through September 30, 2018 (in thousands):
 
For the Nine Months Ended
 
August 31,
2019
 
September 30,
2018
Revenues
$
7,067,180

 
$
3,341,369

Income from continuing operations before extraordinary items
$
654,014

 
$
591,191

Net income
$
654,014

 
$
591,191