Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

 

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

For the quarterly period ended June 30, 2013

OR

 

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

For the transition period from                          to                         

001-32492

(Commission File Number)

 

 

LAZARD LTD

(Exact name of registrant as specified in its charter)

 

Bermuda    98-0437848
(State or Other Jurisdiction of Incorporation    (I.R.S. Employer Identification No.)
or Organization)   

 

 

Clarendon House

2 Church Street

Hamilton HM11, Bermuda

(Address of principal executive offices)

Registrant’s telephone number: (441) 295-1422

 

 

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x    Accelerated filer  ¨
Non-accelerated filer  ¨    Smaller reporting company  ¨

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

As of July 24, 2013, there were 129,056,081 shares of the Registrant’s Class A common stock (including 7,115,597 shares held by subsidiaries) and one share of the registrant’s Class B common stock outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

When we use the terms “Lazard”, “we”, “us”, “our” and “the Company”, we mean Lazard Ltd, a company incorporated under the laws of Bermuda, and its subsidiaries, including Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), that is the current holding company for our businesses. Lazard Ltd has no material operating assets other than indirect ownership as of June 30, 2013 of approximately 99.5% of the common membership interests in Lazard Group and its controlling interest in Lazard Group.

 

     Page  

Part I. Financial Information

  

Item 1. Financial Statements (Unaudited)

     1   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     42   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     75   

Item 4. Controls and Procedures

     75   

Part II. Other Information

  

Item 1. Legal Proceedings

     76   

Item 1A. Risk Factors

     76   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     76   

Item 3. Defaults Upon Senior Securities

     77   

Item 4. Mine Safety Disclosures

     77   

Item 5. Other Information

     77   

Item 6. Exhibits

     78   

Signatures

     84   

 

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Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

     Page  

Condensed Consolidated Statements of Financial Condition as of June 30, 2013 and December 31, 2012

     2   

Condensed Consolidated Statements of Operations for the three month and six month periods ended June  30, 2013 and 2012

     4   

Condensed Consolidated Statements of Comprehensive Income for the three month and six month periods ended June 30, 2013 and 2012

     5   

Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2013 and 2012

     6   

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six month periods ended June 30, 2013 and 2012

     7   

Notes to Condensed Consolidated Financial Statements

     9   

 

1


Table of Contents

LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2013 AND DECEMBER 31, 2012

(UNAUDITED)

(dollars in thousands, except for per share data)

 

     June 30,
2013
     December 31,
2012
 

ASSETS

     
Cash and cash equivalents    $ 601,485       $ 850,190   
Deposits with banks      344,839         292,494   
Cash deposited with clearing organizations and other segregated cash      60,767         65,232   

Receivables (net of allowance for doubtful accounts of $24,593 and $23,017 at June 30, 2013 and December 31, 2012, respectively):

     

Fees

     391,762         400,529   

Customers and other

     117,902         53,713   

Related parties

     15,242         23,801   
  

 

 

    

 

 

 
     524,906         478,043   

Investments

     449,364         414,673   
     

Property (net of accumulated amortization and depreciation of $232,487 and $225,861 at June 30, 2013 and December 31, 2012, respectively)

     241,949         225,033   

Goodwill and other intangible assets (net of accumulated amortization of $37,162 and $35,281 at June 30, 2013 and December 31, 2012, respectively)

     375,207         392,822   
Other assets      322,712         268,406   
  

 

 

    

 

 

 

Total Assets

   $ 2,921,229       $ 2,986,893   
  

 

 

    

 

 

 

 

See notes to condensed consolidated financial statements.

 

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LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2013 AND DECEMBER 31, 2012

(UNAUDITED)

(dollars in thousands, except for per share data)

 

                               
     June 30,
2013
    December 31,
2012
 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Liabilities:

    

Deposits and other customer payables

   $ 385,985      $ 269,763   

Accrued compensation and benefits

     336,194        467,578   

Senior debt

     1,076,850        1,076,850   

Capital lease obligations

     16,168        17,863   

Related party payables

     4,759        3,648   

Other liabilities

     509,062        499,651   
  

 

 

   

 

 

 

Total Liabilities

     2,329,018        2,335,353   

Commitments and contingencies

    

STOCKHOLDERS’ EQUITY

    

Preferred stock, par value $.01 per share; 15,000,000 shares authorized:

    

Series A - 7,921 shares issued and outstanding at June 30, 2013 and December 31, 2012

              

Series B - no shares issued and outstanding

              

Common stock:

    

Class A, par value $.01 per share (500,000,000 shares authorized;
129,056,081 and 128,216,423 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively, including shares held by subsidiaries as indicated below)

     1,290        1,282   

Class B, par value $.01 per share (1 share authorized, issued and outstanding at June 30, 2013 and December 31, 2012)

              

Additional paid-in-capital

     659,365        846,050   

Retained earnings

     193,958        182,647   

Accumulated other comprehensive loss, net of tax

     (141,489     (110,541
  

 

 

   

 

 

 
     713,124        919,438   

Class A common stock held by subsidiaries, at cost (7,159,311 and 12,802,938 shares at June 30, 2013 and December 31, 2012, respectively)

     (195,040     (349,782
  

 

 

   

 

 

 

Total Lazard Ltd Stockholders’ Equity

     518,084        569,656   

Noncontrolling interests

     74,127        81,884   
  

 

 

   

 

 

 

Total Stockholders’ Equity

     592,211        651,540   
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 2,921,229      $ 2,986,893   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

(UNAUDITED)

(dollars in thousands, except for per share data)

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2013     2012     2013     2012  

REVENUE

       

Investment banking and other advisory fees

    $260,241        $240,306        $428,345        $513,847   

Money management fees

    234,921        201,642        466,058        406,203   

Interest income

    1,345        1,715        2,476        3,865   

Other

    14,209        13,568        35,895        39,777   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    510,716        457,231        932,774        963,692   

Interest expense

    20,311        20,321        40,466        40,743   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net revenue

    490,405        436,910        892,308        922,949   
 

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING EXPENSES

       

Compensation and benefits

    331,131        283,392        608,870        621,709   

Occupancy and equipment

    39,738        28,347        69,042        54,629   

Marketing and business development

    25,377        22,322        43,569        50,589   

Technology and information services

    20,134        21,275        43,114        41,668   

Professional services

    10,706        13,274        19,319        22,585   

Fund administration and outsourced services

    15,388        12,670        28,853        26,121   

Amortization of intangible assets related to acquisitions

    1,004        2,560        1,881        3,678   

Other

    5,989        8,537        15,125        19,614   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    449,467        392,377        829,773        840,593   
 

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING INCOME

    40,938        44,533        62,535        82,356   

Provision for income taxes

    9,017        10,371        12,965        19,138   
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

    31,921        34,162        49,570        63,218   

LESS - NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS

    568        3,341        2,857        6,845   
 

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME ATTRIBUTABLE TO LAZARD LTD

    $  31,353        $  30,821        $  46,713        $  56,373   
 

 

 

   

 

 

   

 

 

   

 

 

 

ATTRIBUTABLE TO LAZARD LTD CLASS A
COMMON STOCKHOLDERS:

       

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

       

Basic

    121,759,982        118,235,320        119,734,093        118,732,431   

Diluted

    132,464,296        134,636,935        132,639,928        135,615,557   

NET INCOME PER SHARE OF COMMON STOCK:

       

Basic

    $0.26        $0.26        $0.39        $0.47   
 

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

    $0.24        $0.24        $0.36        $0.44   
 

 

 

   

 

 

   

 

 

   

 

 

 

DIVIDENDS DECLARED PER SHARE OF COMMON STOCK

    $0.25        $0.20        $0.25        $0.36   
 

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

(UNAUDITED)

(dollars in thousands)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2013     2012     2013     2012  

NET INCOME

   $ 31,921      $ 34,162      $ 49,570      $ 63,218   
  

 

 

   

 

 

   

 

 

   

 

 

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

        

Currency translation adjustments

     (18,334     (21,083     (30,767     (1,954

Amortization of interest rate hedge

     263        263        527        527   

Employee benefit plans:

        

Actuarial gain (loss) (net of tax benefit (expense) of $(84) and $1,443 for the three months ended June 30, 2013 and 2012, respectively, and $1,711 and $2,725 for the six months ended June 30, 2013 and 2012, respectively)

     704        (3,457     (2,719     (6,054

Adjustment for items reclassified to earnings (net of tax expense of $400 and $281 for the three months ended June 30, 2013 and 2012, respectively, and $802 and $578 for the six months ended June 30, 2013 and 2012, respectively)

     1,212        826        2,430        1,641   
  

 

 

   

 

 

   

 

 

   

 

 

 

OTHER COMPREHENSIVE LOSS, NET OF TAX

     (16,155     (23,451     (30,529     (5,840
  

 

 

   

 

 

   

 

 

   

 

 

 

COMPREHENSIVE INCOME

     15,766        10,711        19,041        57,378   

LESS - COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

     546        2,096        2,678        6,698   
  

 

 

   

 

 

   

 

 

   

 

 

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO LAZARD LTD

   $ 15,220      $ 8,615      $ 16,363      $ 50,680   
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

(UNAUDITED)

(dollars in thousands)

 

     Six Months Ended
June 30,
 
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 49,570      $ 63,218   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Noncash items included in net income:

    

Depreciation and amortization of property

     16,593        14,800   

Amortization of deferred expenses, share-based incentive compensation
and interest rate hedge

     166,905        173,083   

Amortization of intangible assets related to acquisitions

     1,881        3,678   

(Increase) decrease in operating assets:

    

Deposits with banks

     (55,064     (47,391

Cash deposited with clearing organizations and other segregated cash

     3,242        (4,583

Receivables-net

     (54,872     17,417   

Investments

     (37,502     (58,317

Other assets

     (91,386     (59,656

Increase (decrease) in operating liabilities:

    

Deposits and other payables

     120,637        60,091   

Accrued compensation and benefits and other liabilities

     (106,446     (127,851
  

 

 

   

 

 

 

Net cash provided by operating activities

     13,558        34,489   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Additions to property

     (41,347     (48,941

Disposals of property

     5,739        2,053   
  

 

 

   

 

 

 

Net cash used in investing activities

     (35,608     (46,888
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from:

    

Contribution from noncontrolling interests

     324        784   

Excess tax benefits from share-based incentive compensation

     2,211          

Other financing activities

            10   

Payments for:

    

Capital lease obligations

     (1,542     (1,336

Distributions to noncontrolling interests

     (7,605     (13,462

Purchase of Class A common stock

     (50,447     (152,413

Class A common stock dividends

     (30,338     (43,011

Settlement of vested share-based incentive compensation

     (119,782     (29,421

Other financing activities

     (103     (59
  

 

 

   

 

 

 

Net cash used in financing activities

     (207,282     (238,908
  

 

 

   

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

     (19,373     (1,246
  

 

 

   

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (248,705     (252,553

CASH AND CASH EQUIVALENTS—January 1

     850,190        1,003,791   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS—June 30

   $ 601,485      $ 751,238   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

6


Table of Contents

LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2012

(UNAUDITED)

(dollars in thousands)

 

    Series A
Preferred Stock
    Common Stock     Additional
Paid-In-
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
    Class A
Common Stock
Held By Subsidiaries
    Total
Lazard Ltd
Stockholders’
Equity
    Noncontrolling
Interests
    Total
Stockholders’
Equity
 
                   
    Shares       $       Shares(*)         $               Shares       $          

Balance – January 1, 2012

    7,921      $  –        123,009,312      $ 1,230      $ 659,013      $ 258,646      $ (88,364     3,492,017      $ (104,382   $ 726,143      $ 140,713      $ 866,856   
                   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss):

                       

Net income

              56,373              56,373        6,845        63,218   

Other comprehensive income (loss) - net of tax:

                       

Currency translation adjustments

                (2,004         (2,004     50        (1,954

Amortization of interest rate hedge

                500            500        27        527   

Employee benefit plans:

                       

Net actuarial loss

                (5,747         (5,747     (307     (6,054

Adjustments for items reclassified to earnings

                1,558            1,558        83        1,641   
                   

 

 

   

 

 

   

 

 

 

Comprehensive income

                      50,680        6,698        57,378   
                   

 

 

   

 

 

   

 

 

 

Business acquisitions and related equity transactions:

                       

Class A common stock issued/issuable (including related amortization)

            2,865                2,865        153        3,018   

Amortization of share-based incentive compensation

            144,766                144,766        7,720        152,486   

Dividend-equivalents

            7,277        (7,326           (49     (3     (52

Class A common stock dividends

              (43,011           (43,011       (43,011

Purchase of Class A common stock

                  5,706,592        (152,413     (152,413       (152,413

Delivery of Class A common stock in connection with share-based incentive compensation and related tax expense of $972

         

 

(119,757

        (2,808,832     89,413        (30,344     (49     (30,393

Class A common stock issued in exchange for Lazard Group common membership interests

        186,701        2        (2                        

Distributions to noncontrolling interests, net

                             (12,678     (12,678

Deconsolidation of investment companies

                             (14,783     (14,783

Adjustments related to noncontrolling interests

            5,902          (114         5,788        (5,788       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance – June 30, 2012

    7,921      $        123,196,013      $ 1,232      $ 700,064      $ 264,682      $ (94,171     6,389,777      $ (167,382   $ 704,425      $ 121,983      $ 826,408   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*)

Includes 123,009,311 and 123,196,012 shares of the Company’s Class A common stock issued at January 1, 2012 and June 30, 2012, respectively, and 1 share of the Company’s Class B common stock issued at each such date.

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

LAZARD LTD

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2013

(UNAUDITED)

(dollars in thousands)

 

    Series A
Preferred Stock
    Common Stock     Additional
Paid-In-
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
    Class A
Common Stock
Held By Subsidiaries
    Total
Lazard Ltd
Stockholders’
Equity
    Noncontrolling
Interests
    Total
Stockholders’
Equity
 
                   
    Shares       $       Shares(*)         $               Shares       $          

Balance – January 1, 2013

    7,921      $  –        128,216,424      $ 1,282      $ 846,050      $ 182,647      $ (110,541     12,802,938      $ (349,782   $ 569,656      $ 81,884      $ 651,540   
                   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss):

                       

Net income

              46,713              46,713        2,857        49,570   

Other comprehensive income (loss) - net of tax:

                       

Currency translation adjustments

                (30,587         (30,587     (180     (30,767

Amortization of interest rate hedge

                524            524        3        527   

Employee benefit plans:

                       

Net actuarial loss

                (2,704         (2,704     (15     (2,719

Adjustments for items reclassified to earnings

                2,417            2,417        13        2,430   
                   

 

 

   

 

 

   

 

 

 

Comprehensive income

                      16,363        2,678        19,041   
                   

 

 

   

 

 

   

 

 

 

Business acquisitions and related equity transactions:

                       

Class A common stock issuable (including related amortization)

            635                635        3        638   

Delivery of Class A common stock (including dividend-equivalents)

            (4,994)        (179)          (170,988)        5,173                   

Amortization of share-based incentive compensation

            127,381                127,381        700        128,081   

Dividend-equivalents

            4,173        (4,276           (103       (103

Class A common stock dividends

              (30,338           (30,338       (30,338

Purchase of Class A common stock

                  1,434,657        (50,447)        (50,447       (50,447

Delivery of Class A common stock in connection with shared-based incentive compensation and related tax benefit of $862

            (318,332     (609       (6,907,296     200,016        (118,925     5        (118,920

Class A common stock issued in exchange for Lazard Group common membership interests

        839,658        8        (8                        

Distributions to noncontrolling interests, net

                             (7,281     (7,281

Adjustments related to noncontrolling interests

            4,460          (598         3,862        (3,862       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance – June 30, 2013

    7,921      $–          129,056,082      $ 1,290      $ 659,365      $ 193,958      $ (141,489     7,159,311      $ (195,040   $ 518,084      $ 74,127      $ 592,211   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  

 

(*)

Includes 128,216,423 and 129,056,081 shares of the Company’s Class A common stock issued at January 1, 2013 and June 30, 2013, respectively, and 1 share of the Company’s Class B common stock issued at each such date.

See notes to condensed consolidated financial statements.

 

8


Table of Contents

LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

Lazard Ltd, a Bermuda holding company, and its subsidiaries (collectively referred to as “Lazard Ltd”, “Lazard”, “we” or the “Company”), including Lazard Ltd’s indirect investment in Lazard Group LLC, a Delaware limited liability company (collectively referred to, together with its subsidiaries, as “Lazard Group”), is one of the world’s preeminent financial advisory and asset management firms and has long specialized in crafting solutions to the complex financial and strategic challenges of our clients. We serve a diverse set of clients around the world, including corporations, governments, institutions, partnerships and individuals.

Lazard Ltd indirectly held approximately 99.5% and 98.8% of all outstanding Lazard Group common membership interests as of June 30, 2013 and December 31, 2012, respectively. Lazard Ltd, through its control of the managing members of Lazard Group, controls Lazard Group, which is governed by an Operating Agreement dated as of May 10, 2005, as amended (the “Operating Agreement”). LAZ-MD Holdings LLC (“LAZ-MD Holdings”), an entity owned by Lazard Group’s current and former managing directors, held approximately 0.5% and 1.2% of the outstanding Lazard Group common membership interests as of June 30, 2013 and December 31, 2012, respectively. Additionally, LAZ-MD Holdings was the sole owner of the one issued and outstanding share of Lazard Ltd’s Class B common stock (the “Class B common stock”) which provided LAZ-MD Holdings with approximately 0.5% and 1.2% of the voting power but no economic rights in the Company as of June 30, 2013 and December 31, 2012, respectively. Subject to certain limitations, LAZ-MD Holdings’ interests in Lazard Group are exchangeable for Lazard Ltd Class A common stock, par value $0.01 per share (“Class A common stock”).

Our sole operating asset is our indirect ownership of common membership interests of Lazard Group and our managing member interest of Lazard Group, whose principal operating activities are included in two business segments:

 

   

Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services regarding mergers and acquisitions (“M&A”) and other strategic matters, restructurings, capital structure, capital raising and various other financial matters, and

 

   

Asset Management, which offers a broad range of global investment solutions and investment management services in equity and fixed income strategies, alternative investments and private equity funds to corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private clients.

In addition, we record selected other activities in our Corporate segment, including management of cash, investments and outstanding indebtedness, as well as certain commercial banking activities of Lazard Group’s Paris-based subsidiary, Lazard Frères Banque SA (“LFB”).

LFB is a registered bank regulated by the Autorité de Contrôle Prudentiel. It is engaged primarily in commercial and private banking services for clients and funds managed by Lazard Frères Gestion SAS (“LFG”) and other clients, investment banking activities, including participation in underwritten offerings of securities in France, and asset-liability management.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Basis of Presentation

The accompanying condensed consolidated financial statements of Lazard Ltd have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lazard Ltd’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”). The accompanying December 31, 2012 unaudited condensed consolidated statement of financial condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP for annual financial statement purposes. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and the accompanying disclosures. Discretionary compensation and benefits expense for interim periods is accrued based on the year-to-date amount of revenue earned, and an assumed annual ratio of compensation and benefits expense to revenue, with the applicable amounts adjusted for certain items. Although these estimates are based on management’s knowledge of current events and actions that Lazard may undertake in the future, actual results may differ materially from the estimates.

The consolidated results of operations for the three month and six month periods ended June 30, 2013 are not necessarily indicative of the results to be expected for any future interim or annual period.

The condensed consolidated financial statements include Lazard Ltd, Lazard Group and Lazard Group’s principal operating subsidiaries: Lazard Frères & Co. LLC (“LFNY”), a New York limited liability company, along with its subsidiaries, including Lazard Asset Management LLC and its subsidiaries (collectively referred to as “LAM”); the French limited liability companies Compagnie Financière Lazard Frères SAS (“CFLF”) along with its subsidiaries, LFB and LFG, and Maison Lazard SAS and its subsidiaries; and Lazard & Co., Limited (“LCL”), through Lazard & Co., Holdings Limited (“LCH”), an English private limited company, together with their jointly owned affiliates and subsidiaries.

The Company’s policy is to consolidate (i) entities in which it has a controlling financial interest, (ii) variable interest entities (“VIEs”) where the Company has a variable interest and is deemed to be the primary beneficiary and (iii) limited partnerships where the Company is the general partner, unless the presumption of control is overcome. When the Company does not have a controlling interest in an entity, but exerts significant influence over such entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of earnings or losses of the entity. Intercompany transactions and balances have been eliminated.

 

2. RECENT ACCOUNTING DEVELOPMENTS

Offsetting (Netting) Assets and Liabilities—In the first quarter of 2013, the Company adopted the new disclosure requirements issued by the Financial Accounting Standards Board (the “FASB”) regarding the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments, including derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either (i) offset or (ii) subject to an enforceable master netting arrangement. The new

 

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Table of Contents

LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

disclosures are designed to make financial statements prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards (“IFRS”) and will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013, with retrospective application required. The adoption of the new disclosure requirements did not have a material impact on the Company’s consolidated financial statements.

Reclassifications Out of Accumulated Other Comprehensive Income—In the first quarter of 2013, the Company adopted the FASB’s amended guidance regarding the presentation of amounts reclassified out of accumulated other comprehensive income. The amendment required that the amounts reclassified out of accumulated other comprehensive income be presented by component and disclosed where the respective line item was reported in the consolidated statement of operations. The amendment was to be applied prospectively, and is effective with interim and annual periods beginning after December 15, 2012, with early adoption permitted. The adoption of the amended guidance did not have a material impact on the Company’s consolidated financial statements.

 

3. RECEIVABLES

The Company’s receivables represent receivables from fees, customers and other and related parties.

Receivables are stated net of an estimated allowance for doubtful accounts of $24,593 and $23,017 at June 30, 2013 and December 31, 2012, respectively, for past due amounts and for specific accounts deemed uncollectible, which may include situations where a fee is in dispute. The Company recorded bad debt expense (recoveries) of $1,694 and $1,842 for the three month and six month periods ended June 30, 2013, respectively, and $(133) and $1,148 for the three month and six month periods ended June 30, 2012, respectively. In addition, the Company recorded charge-offs, foreign currency translation and other adjustments, which resulted in a net increase (decrease) to the allowance for doubtful accounts of $94 and $(266) for the three month and six month periods ended June 30, 2013, respectively, and $(283) and $158 for the three month and six month periods ended June 30, 2012, respectively. At June 30, 2013 and December 31, 2012, the Company had receivables past due or deemed uncollectible of $27,831 and $25,604, respectively.

Of the Company’s total receivables at June 30, 2013 and December 31, 2012, $74,632 and $76,481, respectively, represented interest-bearing financing fee receivables. Based upon our historical loss experience, the credit quality of the counterparties, and the lack of past due or uncollectible amounts, there was no allowance for doubtful accounts required at those dates related to such receivables.

The aggregate carrying amount of our non-interest bearing receivables of $450,274 and $401,562 at June 30, 2013 and December 31, 2012, respectively, approximates fair value.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

4. INVESTMENTS

The Company’s investments and securities sold, not yet purchased, consisted of the following at June 30, 2013 and December 31, 2012:

 

     June 30,
2013
     December 31,
2012
 

Debt (including interest-bearing deposits of $514 and $578, respectively)

   $ 7,508       $ 5,948   
  

 

 

    

 

 

 

Equities

     51,957         44,992   
  

 

 

    

 

 

 

Funds:

     

Alternative investments (a)

     45,739         57,890   

Debt (a)

     48,490         32,077   

Equity (a)

     175,736         154,310   

Private equity

     112,833         112,444   
  

 

 

    

 

 

 
     382,798         356,721   
  

 

 

    

 

 

 

Equity method

     7,101         7,012   
  

 

 

    

 

 

 

Total investments

     449,364         414,673   

Less:

     

Interest-bearing deposits

     514         578   

Equity method

     7,101         7,012   
  

 

 

    

 

 

 

Investments, at fair value

   $ 441,749       $ 407,083   
  

 

 

    

 

 

 

Securities sold, not yet purchased, at fair value (included in “other liabilities”)

   $ 3,263       $ 2,755   
  

 

 

    

 

 

 

 

(a) Interests in alternative investment funds, debt funds and equity funds include investments with fair values of $7,631, $31,013 and $121,408, respectively, at June 30, 2013 and $5,054, $18,615 and $76,907, respectively, at December 31, 2012, held in order to satisfy the Company’s liability upon vesting of previously granted Lazard Fund Interests (“Lazard Fund Interests”) and other similar deferred compensation arrangements. Lazard Fund Interests represent grants by the Company to eligible employees of actual or notional interests in a number of Lazard-managed funds (see Notes 6 and 12 of Notes to Condensed Consolidated Financial Statements).

Debt securities primarily consist of seed investments invested in debt securities held within separately managed accounts related to our Asset Management business and non-U.S. government debt securities.

Equities primarily consist of seed investments invested in marketable equity securities of large-, mid- and small-cap domestic, international and global companies held within separately managed accounts related to our Asset Management business.

Interests in alternative investment funds primarily consist of interests in various Lazard-managed hedge funds and fund of funds.

Debt funds primarily consist of seed investments in funds related to our Asset Management business, which invest in debt securities, and amounts related to Lazard Fund Interests discussed above.

Equity funds primarily consist of seed investments in funds related to our Asset Management business, which are invested in equity securities, and amounts related to Lazard Fund Interests discussed above.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Private equity investments include those owned by Lazard and those consolidated but not owned by Lazard. Private equity investments owned by Lazard are primarily comprised of investments in private equity funds. Such investments primarily include (i) a mezzanine fund, which invests in mezzanine debt of a diversified selection of small- to mid-cap European companies, (ii) a fund targeting significant noncontrolling-stake investments in established private companies, (iii) Edgewater Growth Capital Partners III, L.P. (“EGCP III”), a fund primarily making equity and buyout investments in middle market companies and (iv) Lazard Australia Corporate Opportunities Fund 2 (“COF2”), a Lazard-managed Australian fund targeting Australasian mid-market investments.

Private equity investments consolidated but not owned by Lazard relate to the economic interests that are owned by the management team and other investors in the Edgewater Funds (“Edgewater”) which totaled $9,685 and $11,490 at June 30, 2013 and December 31, 2012, respectively (see Note 10 of Notes to Condensed Consolidated Financial Statements).

During the three month and six month periods ended June 30, 2013 and 2012, the Company reported in revenue-other on its condensed consolidated statements of operations gross unrealized investment gains and losses pertaining to “trading” securities as follows (including, for the three month and six month periods ended June 30, 2012, restated amounts pertaining to certain non-broker dealer subsidiaries):

 

     Three Month Period
Ended June 30,
     Six Month Period
Ended June 30,
 
     2013      2012      2013      2012  

Gross unrealized investment gains

   $       $ 373       $ 3,748       $ 9,623   

Gross unrealized investment losses

   $ 9,547       $ 8,324       $ 6,536       $ 2,346   

 

5. FAIR VALUE MEASUREMENTS

Lazard categorizes its investments and certain other assets and liabilities recorded at fair value into a three-level fair value hierarchy as follows:

 

Level 1. Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that Lazard has the ability to access.

 

Level 2. Assets and liabilities whose values are based on (i) quoted prices for similar assets or liabilities in an active market, or quoted prices for identical or similar assets or liabilities in non-active markets, (ii) assets valued based on net asset value (“NAV”) or its equivalent redeemable at the measurement date or within the near term without redemption restrictions, or (iii) inputs other than quoted prices that are directly observable or derived principally from, or corroborated by, market data.

 

Level 3. Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability. Items included in Level 3 include securities or other financial assets whose trading volume and level of activity have significantly decreased when compared with normal market activity and there is no longer sufficient frequency or volume to provide pricing information on an ongoing basis, as well as assets valued based on NAV or its equivalent, but not redeemable within the near term as a result of redemption restrictions.

The Company’s investments in non-U.S. Government and other debt securities are classified as Level 1 when their respective fair values are based on unadjusted quoted prices in active markets and are classified as Level 2 when their fair values are primarily based on prices as provided by external pricing services.

 

13


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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The fair value of equities is classified as Level 1 or Level 3 as follows: marketable equity securities are classified as Level 1 and are valued based on the last trade price on the primary exchange for that security as provided by external pricing services; equity securities in private companies are generally classified as Level 3.

The fair value of investments in alternative investment funds is classified as either Level 2 or Level 3 depending on the time frame of any applicable redemption restriction, and is valued at NAV or its equivalent, which is primarily determined based on information provided by external fund administrators.

The fair value of investments in debt funds is classified as Level 1 when the fair values are primarily based on the reported closing price for the fund, and classified as Level 2 when the fair values are primarily based on NAV or its equivalent and are redeemable within the near term.

The fair value of investments in equity funds is classified as Level 1, 2 or 3 as follows: publicly traded asset management funds are classified as Level 1 and are valued based on the reported closing price for the fund; investments in asset management funds redeemable in the near term are classified as Level 2 and are valued at NAV or its equivalent, which is primarily determined based on information provided by external fund administrators; and funds valued based on NAV or its equivalent that are not redeemable within the near term are classified as Level 3.

The fair value of investments in private equity funds is classified as Level 3, and is primarily based on NAV or its equivalent. Such investments are not redeemable within the near term.

The fair values of derivatives entered into by the Company are classified as Level 2 and are based on the values of the related underlying assets, indices or reference rates as follows - the fair value of forward foreign currency exchange rate contracts is a function of the spot rate and the interest rate differential of the currency from the trade date to settlement date; the fair value of equity and fixed income swaps is based on the change in fair values of the related underlying equity security, financial instrument or index and a specified notional holding; the fair value of interest rate swaps is based on the interest rate yield curve; and the fair value of derivative liabilities related to Lazard Fund Interests and other similar deferred compensation arrangements is based on the value of the underlying investments, adjusted for forfeitures. See Note 6 of Notes to Condensed Consolidated Financial Statements.

Where reported information regarding an investment is based on data received from external fund administrators or pricing services, the Company reviews such information and classifies the investment at the relevant level within the fair value hierarchy.

 

14


Table of Contents

LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The following tables present the classification of investments and certain other assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 within the fair value hierarchy:

 

    June 30, 2013  
    Level 1     Level 2     Level 3     Total  

Assets:

       

Investments:

       

Debt (excluding interest-bearing deposits)

  $ 1,093      $ 5,901      $      $ 6,994   

Equities

    51,320               637        51,957   

Funds:

       

Alternative investments

           45,728        11        45,739   

Debt

    48,486        4               48,490   

Equity

    169,072        6,664               175,736   

Private equity

                  112,833        112,833   

Derivatives

           6,947               6,947   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 269,971      $ 65,244      $ 113,481      $ 448,696   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

       

Securities sold, not yet purchased

  $ 3,263      $      $      $ 3,263   

Derivatives

           152,514               152,514   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 3,263      $ 152,514      $      $ 155,777   
 

 

 

   

 

 

   

 

 

   

 

 

 
    December 31, 2012  
    Level 1     Level 2     Level 3     Total  

Assets:

       

Investments:

       

Debt (excluding interest-bearing deposits)

  $ 1,443      $ 3,927      $      $ 5,370   

Equities

    44,802               190        44,992   

Funds:

       

Alternative investments

           54,433        3,457        57,890   

Debt

    32,073        4               32,077   

Equity

    145,231        9,069        10        154,310   

Private equity

                  112,444        112,444   

Derivatives

           933               933   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 223,549      $ 68,366      $ 116,101      $ 408,016   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

       

Securities sold, not yet purchased

  $ 2,696      $ 59      $      $ 2,755   

Derivatives

           102,492               102,492   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 2,696      $ 102,551      $      $ 105,247   
 

 

 

   

 

 

   

 

 

   

 

 

 

There were no transfers between any of the Level 1, 2 and 3 categories in the fair value measurement hierarchy during the three month and six month periods ended June 30, 2013 and 2012.

 

15


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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The following tables provide a summary of changes in fair value of the Company’s Level 3 assets for the three month and six month periods ended June 30, 2013 and 2012:

 

    Three Months Ended June 30, 2013  
    Beginning
Balance
    Net  Unrealized/
Realized
Gains (Losses)
Included

In Revenue-
Other (a)
    Purchases/
Acquisitions
    Sales/
Dispositions
    Foreign
Currency
Translation
Adjustments
    Ending
Balance
 
           

Investments:

           

Equities

  $ 184      $     6      $ 445      $     –      $ 2      $ 637   

Alternative investment funds

    1,304        34               (1,327            11   

Private equity funds

    110,496        3,056        3,259        (4,612     634        112,833   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Level 3 Assets

  $ 111,984      $ 3,096      $ 3,704      $ (5,939   $ 636      $ 113,481   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Six Months Ended June 30, 2013  
    Beginning
Balance
    Net  Unrealized/
Realized
Gains (Losses)
Included

In Revenue-
Other (a)
    Purchases/
Acquisitions
    Sales/
Dispositions
    Foreign
Currency
Translation
Adjustments
    Ending
Balance
 
           

Investments:

           

Equities

  $ 190      $ 6      $     445      $      $     (4   $     637   

Alternative investment funds

    3,457        128               (3,574            11   

Equity funds

    10                      (10              

Private equity funds

    112,444        3,738        3,259        (5,868     (740     112,833   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Level 3 Assets

  $ 116,101      $ 3,872      $ 3,704      $ (9,452   $ (744   $ 113,481   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Three Months Ended June 30, 2012  
    Beginning
Balance
    Net  Unrealized/
Realized
Gains (Losses)
Included

In Revenue-
Other (a)
    Purchases/
Acquisitions
    Sales/
Dispositions
    Foreign
Currency
Translation
Adjustments
    Ending
Balance
 
           

Investments:

           

Equities

  $ 217      $ 5      $      $ (30   $ (11   $ 181   

Alternative investment funds

    5,915        (38            (1,251            4,626   

Private equity funds

    116,563        4,786        56        (4,873     (2,541     113,991   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Level 3 Assets

  $ 122,695      $ 4,753      $ 56      $ (6,154   $ (2,552   $ 118,798   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

    Six Months Ended June 30, 2012  
    Beginning
Balance
    Net  Unrealized/
Realized
Gains (Losses)
Included

In Revenue-
Other (a)
    Purchases/
Acquisitions
    Sales/
Dispositions
    Foreign
Currency
Translation
Adjustments
    Ending
Balance
 
           

Investments:

           

Equities

  $ 211      $ 5      $      $ (30   $ (5   $ 181   

Alternative investment funds

    10,171        89        10        (5,644            4,626   

Private equity funds

    122,718        12,350        2,752        (22,745     (1,084     113,991   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Level 3 Assets

  $ 133,100      $ 12,444      $ 2,762      $ (28,419   $ (1,089   $ 118,798   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Earnings for the three month and six month periods ended June 30, 2013 and the three month and six month periods ended June 30, 2012 include net unrealized gains of $2,657, $3,327, $3,483 and $9,563, respectively.

Fair Value of Certain Investments Based on NAV—The Company’s Level 2 and Level 3 investments at June 30, 2013 and December 31, 2012 include certain investments that are valued using NAV or its equivalent as a practical expedient in determining fair value. Information with respect thereto was as follows:

 

    June 30, 2013  
                % of
Fair Value
Not
Redeemable
  Estimated Liquidation Period of
Investments Not Redeemable
  Investments Redeemable  
    Fair Value     Unfunded
Commitments
      %
Next
5 Years
  %
5-10
Years
  %
Thereafter
  Redemption
Frequency
  Redemption
Notice Period
 

Alternative investment funds

  $ 45,739      $      NA   NA   NA   NA   (a)     <30-120 days   

Debt funds

    4             NA   NA   NA   NA   (b)     30 days   

Equity funds

    6,664             NA   NA   NA   NA   (c)     <30-90 days   

Private equity funds

    112,833        27,649      100%   10%   38%   52%   NA     NA   
 

 

 

   

 

 

             

Total

  $ 165,240      $ 27,649               
 

 

 

   

 

 

             

 

Redemption frequency as follows:

 

(a) daily (1%), weekly (11%), monthly (54%) and quarterly (34%)
(b) daily (100%)
(c) monthly (100%)

 

17


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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

    December 31, 2012
                % of
Fair Value
Not
Redeemable
  Estimated Liquidation Period of
Investments Not Redeemable
  Investments Redeemable
    Fair Value     Unfunded
Commitments
      %
Next
5 Years
  %
5-10
Years
  %
Thereafter
  Redemption
Frequency
  Redemption
Notice Period

Alternative investment funds

  $ 57,890      $     

NA

  NA   NA   NA   (a)   <30-120 days

Debt funds

    4             NA   NA   NA   NA   (b)   30 days

Equity funds

    9,079             2%   –%   –%   2%   (c)   30-120 days

Private equity funds

    112,444        31,482      100%   13%   39%   48%   NA   NA
 

 

 

   

 

 

             

Total

  $ 179,417      $ 31,482               
 

 

 

   

 

 

             

 

Redemption frequency as follows:

 

(a) daily (10%), weekly (9%), monthly (38%) and quarterly (43%)
(b) daily (100%)
(c) daily (37%) and monthly (61%)

See Note 4 of Notes to Condensed Consolidated Financial Statements for discussion of significant investment strategies for investments valued based on NAV.

Investment Capital Funding Commitments—At June 30, 2013, the maximum unfunded commitments by the Company for capital contributions to investment funds related to (i) Corporate Partners II Limited (“CP II”), amounting to $1,940 for potential “follow-on investments” and/or for fund expenses through the earlier of February 25, 2017 or the liquidation of the fund, (ii) EGCP III, amounting to $18,500, through the earlier of October 12, 2016 (i.e., the end of the investment period) for investments and/or expenses (with a portion of the undrawn amount of such commitment as of that date remaining committed until October 12, 2023 in respect of “follow-on investments” and/or fund expenses) or the liquidation of the fund and (iii) COF2, amounting to $7,209, through the earlier of November 11, 2016 (i.e., the end of the investment period) for investments and/or fund expenses (with a portion of the undrawn amount of such commitment as of that date remaining committed until November 11, 2019 in respect of “follow-on investments” and/or fund expenses) or the liquidation of the fund.

 

6. DERIVATIVES

The Company enters into forward foreign currency exchange rate contracts, interest rate swaps, interest rate futures, equity and fixed income swaps and other derivative contracts to hedge exposures to fluctuations in currency exchange rates, interest rates and equity and debt markets. The Company reports its derivative instruments separately as assets and liabilities unless a legal right of set-off exists under a master netting agreement enforceable by law. The Company’s derivative instruments are recorded at their fair value, and are included in “other assets” and “other liabilities” on the consolidated statements of financial condition. Gains and losses on the Company’s derivative instruments not designated as hedging instruments are included in “interest income” and “interest expense”, respectively, or “revenue other”, depending on the nature of the underlying item, on the consolidated statements of operations.

In addition to the derivative instruments described above, the Company records derivative liabilities relating to its obligations pertaining to Lazard Fund Interests awards and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures, and is

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

included in “accrued compensation and benefits” in the consolidated statements of financial condition. Changes in the fair value of the derivative liabilities are included in “compensation and benefits” in the consolidated statements of operations, the impact of which equally offsets the changes in the fair value of investments which are currently expected to be delivered upon settlement of Lazard Fund Interests awards and other similar deferred compensation arrangements, which are reported in “revenue-other” in the consolidated statements of operations.

The tables below present the fair values of the Company’s derivative instruments reported within “other assets” and “other liabilities” and the fair values of the Company’s derivative liabilities relating to its obligations pertaining to Lazard Fund Interests and other similar deferred compensation arrangements (see Note 12 of Notes to Condensed Consolidated Financial Statements) on the accompanying condensed consolidated statements of financial condition as of June 30, 2013 and December 31, 2012:

 

    June 30,
2013
    December 31,
2012
 

Derivative Assets:

   

Forward foreign currency exchange rate contracts

  $ 626      $ 893   

Equity and fixed income swaps and other (a)

    6,321        40   
 

 

 

   

 

 

 
  $ 6,947      $ 933   
 

 

 

   

 

 

 

Derivative Liabilities:

   

Forward foreign currency exchange rate contracts

  $ 1,289      $ 322   

Interest rate swaps

           235   

Equity and fixed income swaps (a)

           4,342   

Lazard Fund Interests and other similar deferred compensation arrangements

    151,225        97,593   
 

 

 

   

 

 

 
  $ 152,514      $ 102,492   
 

 

 

   

 

 

 

 

(a) For equity and fixed income swaps, amounts represent the netting of gross derivative assets and liabilities of $6,332 and $11 as of June 30, 2013, respectively, and $0 and $4,342 as of December 31, 2012, respectively, for contracts with the same counterparty under legally enforceable master netting agreements. Such amounts are recorded “net” in “other assets”, with receivables for net cash collateral under such contracts of $4,574 and $15,304 as of June 30, 2013 and December 31, 2012, respectively.

Net gains (losses) with respect to derivative instruments (predominantly reflected in “revenue-other”) and the Company’s derivative liabilities relating to its obligations pertaining to Lazard Fund Interests and other similar deferred compensation arrangements (included in “compensation and benefits” expense) as reflected on the accompanying condensed consolidated statements of operations for the three month and six month periods ended June 30, 2013 and 2012, were as follows:

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2013     2012      2013     2012  

Forward foreign currency exchange rate contracts

   $ (1,626   $ 4,051       $ 3,605      $ 2,129   

Lazard Fund Interests and other similar deferred compensation arrangements

     3,477        2,856         (248     89   

Equity and fixed income swaps and other

     3,756        3,630         (352     (6,625
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 5,607      $ 10,537       $ 3,005      $ (4,407
  

 

 

   

 

 

    

 

 

   

 

 

 

 

19


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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

7. PROPERTY

At June 30, 2013 and December 31, 2012, property consisted of the following:

 

     Estimated
Depreciable
Life in Years
     June 30,
2013
     December 31,
2012
 

Buildings

     33       $ 165,106       $ 166,560   

Leasehold improvements

     3-20         156,915         143,408   

Furniture and equipment

     3-10         135,769         122,125   

Construction in progress

        16,646         18,801   
     

 

 

    

 

 

 

Total

        474,436         450,894   

Less - accumulated depreciation and amortization

        232,487         225,861   
     

 

 

    

 

 

 

Property

      $ 241,949       $ 225,033   
     

 

 

    

 

 

 

 

8. GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets at June 30, 2013 and December 31, 2012 are presented below:

 

    June 30,
2013
    December 31,
2012
 

Goodwill

  $ 348,549      $ 364,328   

Other intangible assets (net of accumulated amortization)

    26,658        28,494   
 

 

 

   

 

 

 
  $ 375,207      $ 392,822   
 

 

 

   

 

 

 

At June 30, 2013 and December 31, 2012, goodwill of $284,008 and $299,787, respectively, was attributable to the Company’s Financial Advisory segment and, at each such respective date, $64,541 of goodwill was attributable to the Company’s Asset Management segment.

Changes in the carrying amount of goodwill for the six month periods ended June 30, 2013 and 2012 are as follows:

 

    Six Months Ended
June 30,
 
    2013     2012  

Balance, January 1

  $ 364,328      $ 356,657   

Business acquisition

    1,440        4,272   

Foreign currency translation adjustments

    (17,219     64   
 

 

 

   

 

 

 

Balance, June 30

  $ 348,549      $ 360,993   
 

 

 

   

 

 

 

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The gross cost and accumulated amortization of other intangible assets as of June 30, 2013 and December 31, 2012, by major intangible asset category, are as follows:

 

    June 30, 2013     December 31, 2012  
    Gross
Cost
    Accumulated
Amortization
    Net
Carrying
Amount
    Gross
Cost
    Accumulated
Amortization
    Net
Carrying
Amount
 

Success/performance fees

  $ 30,740      $ 10,726      $ 20,014      $ 30,740      $ 10,678      $ 20,062   

Management fees, customer relationships and non-compete agreements

    33,080        26,436        6,644        33,035        24,603        8,432   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 63,820      $ 37,162      $ 26,658      $ 63,775      $ 35,281      $ 28,494   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amortization expense of intangible assets for the three month and six month periods ended June 30, 2013 was $1,004 and $1,881, respectively, and for the three month and six month periods ended June 30, 2012 was $2,560 and $3,678, respectively. Estimated future amortization expense is as follows:

 

Year Ending December 31,

   Amortization
Expense (a)
 

2013 (July 1 through December 31)

   $ 6,761   

2014

     8,278   

2015

     6,438   

2016

     5,181   
  

 

 

 

Total amortization expense

   $ 26,658   
  

 

 

 

 

  (a) Approximately 45% of intangible asset amortization is attributable to a noncontrolling interest.

 

9. SENIOR DEBT

Senior debt was comprised of the following as of June 30, 2013 and December 31, 2012:

 

      Initial
Principal

Amount
    Maturity
Date
     Annual
Interest
Rate
     Outstanding As Of  
             June 30,
2013
     December 31,
2012
 

Lazard Group 7.125% Senior Notes

   $ 550,000        5/15/15         7.125    $ 528,500       $ 528,500   

Lazard Group 6.85% Senior Notes

     600,000        6/15/17         6.85      548,350         548,350   

Lazard Group Credit Facility

     150,000        9/25/15         0.84                
          

 

 

    

 

 

 

Total

           $ 1,076,850       $ 1,076,850   
          

 

 

    

 

 

 

On September 25, 2012, Lazard Group entered into a $150,000, three-year senior revolving credit facility with a group of lenders (the “Credit Facility”), which expires in September 2015. The Credit Facility replaced a similar revolving credit facility which was terminated as a condition to effectiveness of the Credit Facility. Interest rates under the Credit Facility vary and are based on either a Federal Funds rate or a Eurodollar rate, in each case plus an applicable margin. As of June 30, 2013, the annual interest rate for a loan accruing interest (based on the Federal Funds overnight rate), including the applicable margin, was 0.84%. At June 30, 2013 and December 31, 2012, no amounts were outstanding under the Credit Facility.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The Credit Facility contains customary terms and conditions, including certain financial covenants. In addition, the Credit Facility, the indenture and the supplemental indentures relating to Lazard Group’s senior notes, contain certain covenants, events of default and other customary provisions, including a customary make-whole provision in the event of early redemption, where applicable. As of June 30, 2013, the Company was in compliance with such provisions. All of the Company’s senior debt obligations are unsecured.

As of June 30, 2013, the Company had approximately $262,000 in unused lines of credit available to it, including the Credit Facility, and unused lines of credit available to LFB of approximately $52,000 (at June 30, 2013 exchange rates) and Edgewater of $55,000. In addition, LFB has access to the Eurosystem Covered Bond Purchase Program of the Banque de France.

The Company’s senior debt at June 30, 2013 and December 31, 2012 is carried at historical amounts. At those dates, the fair value of such senior debt outstanding was approximately $1,180,000 and $1,207,000, respectively, and exceeded the aggregate carrying value by approximately $103,000 and $130,000, respectively. The fair value of the Company’s senior debt was based on market quotations. The Company’s senior debt would be categorized within Level 2 of the hierarchy of fair value measurements if carried at fair value.

 

10. COMMITMENTS AND CONTINGENCIES

Leases—The Company has various leases and other contractual commitments arising in the ordinary course of business. In the opinion of management, the fulfillment of such commitments, in accordance with their terms, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Guarantees—In the normal course of business, LFB provides indemnifications to third parties to protect them in the event of non-performance by its clients. At June 30, 2013, LFB had $4,679 of such indemnifications and held $3,837 of collateral/counter-guarantees to secure these commitments. The Company believes the likelihood of loss with respect to these indemnities is remote. Accordingly, no liability is recorded in the condensed consolidated statement of financial condition.

Certain Business Transactions—On July 15, 2009, the Company established a private equity business with Edgewater. Edgewater manages funds primarily focused on buy-out and growth equity investments in middle market companies. The acquisition was structured as a purchase by Lazard Group of interests in a holding company that in turn owns interests in the general partner and management company entities of the current Edgewater private equity funds (the “Edgewater Acquisition”). Following the Edgewater Acquisition, Edgewater’s leadership team retained a substantial economic interest in such entities.

The aggregate fair value of the consideration recognized by the Company at the acquisition date was $61,624. Such consideration consisted of (i) a one-time cash payment, (ii) 1,142,857 shares of Class A common stock (the “Initial Shares”) and (iii) up to 1,142,857 additional shares of Class A common stock (the “Earnout Shares”) that are subject to earnout criteria and payable over time. The Initial Shares are subject to forfeiture provisions that lapse only upon the achievement of certain performance thresholds and transfer restrictions during the four year period ending December 2014. The Earnout Shares will be issued only if certain performance thresholds are met. As of June 30, 2013 and December 31, 2012, 1,371,992 and 1,209,154 shares, respectively, have been earned because applicable performance thresholds have been satisfied. Such shares are no longer subject to any contingencies. As of December 31, 2012, 686,004 of such shares have been settled, and no additional shares have been settled as of June 30, 2013.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Consideration Relating To Other Business Acquisitions—For a business acquired in 2013, the Company is obligated to issue a maximum of 107,617 shares of Class A common stock if certain performance thresholds are achieved.

For a business acquired in 2012, at December 31, 2012, 170,988 shares of Class A common stock (including dividend equivalent shares) were issuable on a non-contingent basis. Such shares were delivered in the first quarter of 2013. The Company is obligated to issue a maximum of 202,650 additional shares of Class A common stock if certain performance thresholds are achieved.

For a business acquired in 2011, the Company is obligated to pay earnout consideration if certain performance thresholds are achieved. The maximum potential earnout consideration payable by the Company cannot exceed $7,000. Through June 30, 2013, no cash payments relating to the earnout consideration were required.

Other Commitments—In the normal course of business, LFB enters into commitments to extend credit, predominately at variable interest rates. These commitments have varying expiration dates, are fully collateralized and generally contain requirements for the counterparty to maintain a minimum collateral level. These commitments may not represent future cash requirements as they may expire without being drawn upon. At June 30, 2013, these commitments were not material.

See Notes 5 and 13 of Notes to Condensed Consolidated Financial Statements for information regarding commitments relating to investment capital funding commitments and obligations to fund our pension plans, respectively.

The Company has various other contractual commitments arising in the ordinary course of business. In addition, from time to time, LFB enters into underwriting commitments in which it participates as a joint underwriter. The settlement of such transactions are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations. At June 30, 2013, LFB had no such underwriting commitments.

In the opinion of management, the fulfillment of the commitments described herein will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Legal—The Company is involved from time to time in judicial, regulatory and arbitration proceedings and inquiries concerning matters arising in connection with the conduct of our businesses, including proceedings initiated by former employees alleging wrongful termination. The Company reviews such matters on a case-by-case basis and establishes any required accrual if a loss is probable and the amount of such loss can be reasonably estimated. The Company experiences significant variation in its revenue and earnings on a quarterly basis. Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular fiscal quarter. The Company believes, however, based on currently available information, that the results of any pending matters, in the aggregate, will not have a material effect on its business or financial condition.

 

11. STOCKHOLDERS’ EQUITY

Lazard Group Distributions—As previously described, Lazard Group’s common membership interests are held by subsidiaries of Lazard Ltd and by LAZ-MD Holdings. Pursuant to provisions of the Operating

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Agreement, Lazard Group distributions in respect of its common membership interests are allocated to the holders of such interests on a pro rata basis. Such distributions represent amounts necessary to fund (i) any dividends Lazard Ltd may declare on its Class A common stock and (ii) tax distributions in respect of income taxes that Lazard Ltd’s subsidiaries and the members of LAZ-MD Holdings incur as a result of holding Lazard Group common membership interests.

During the six month periods ended June 30, 2013 and 2012, Lazard Group distributed the following amounts to LAZ-MD Holdings and the subsidiaries of Lazard Ltd (none of which related to tax distributions):

 

     Six Months Ended
June 30,
 
     2013      2012  

LAZ-MD Holdings

   $ 387       $ 2,416   

Subsidiaries of Lazard Ltd

     30,338         43,011   
  

 

 

    

 

 

 
   $ 30,725       $ 45,427   
  

 

 

    

 

 

 

Pursuant to Lazard Group’s Operating Agreement, Lazard Group allocates and distributes to its members a substantial portion of its distributable profits in installments, as soon as practicable after the end of each fiscal year. Such installment distributions usually begin in February.

Exchanges of Lazard Group Common Membership Interests—During the six month periods ended June 30, 2013 and 2012, Lazard Ltd issued 839,658 and 186,701 shares of Class A common stock, respectively, in connection with the exchanges of a like number of Lazard Group common membership interests (received from members of LAZ-MD Holdings in exchange for a like number of LAZ-MD Holdings exchangeable interests).

See “Noncontrolling Interests” below for additional information regarding Lazard Ltd’s and LAZ-MD Holdings’ ownership interests in Lazard Group.

Share Repurchase Program—In February 2011, October 2011, April 2012 and October 2012 the Board of Directors of Lazard Ltd authorized, on a cumulative basis, the repurchase of up to $250,000, $125,000, $125,000 and $200,000, respectively, in aggregate cost of Class A common stock and Lazard Group common membership interests through December 31, 2012, December 31, 2013, December 31, 2013 and December 31, 2014, respectively. The Company’s prior share repurchase authorizations expired on December 31, 2009 and December 31, 2011. The Company expects that the share repurchase program, with respect to the Class A common stock, will continue to be used, among other ways, to offset a portion of the shares that have been or will be issued under the Lazard Ltd 2005 Equity Incentive Plan (the “2005 Plan”) and the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”). Pursuant to such authorizations, purchases have been made in the open market or through privately negotiated transactions. During the six month period ended June 30, 2013, the Company made purchases of 1,434,657 Class A common shares, at an aggregate cost of $50,447 (no Lazard Group common membership interests were purchased during such six month period).

As of June 30, 2013, $103,619 of the current share repurchase amount authorized as of such date remained available under the share repurchase program, all of which expires December 31, 2014. In addition, under the terms of the 2005 Plan and the 2008 Plan, upon the vesting of restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and delivery of restricted Class A common stock, shares of Class A common stock may be withheld by the Company to cover its minimum statutory tax withholding requirements (see Note 12 of Notes to Condensed Consolidated Financial Statements).

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Preferred Stock—Lazard Ltd has 15,000,000 authorized shares of preferred stock, par value $0.01 per share, inclusive of its Series A and Series B preferred stock. Series A and Series B preferred shares were issued in connection with certain prior year business acquisitions, are each non-participating securities convertible into Class A common stock and have no voting or dividend rights. As of both June 30, 2013 and December 31, 2012, 7,921 shares of Series A preferred stock were outstanding and no shares of Series B preferred stock were outstanding. At June 30, 2013, no shares of Series A preferred stock were convertible into shares of Class A common stock on a contingent or a non-contingent basis.

Accumulated Other Comprehensive Income (Loss), Net of Tax (“AOCI”)The table below reflects the components of AOCI at June 30, 2013 and activity during the six month period then ended:

 

    Currency
Translation
Adjustments
    Interest
Rate
Hedge
    Employee
Benefit
Plans
    Total
AOCI
    Amount
Attributable to
Noncontrolling
Interests
    Total
Lazard Ltd
AOCI
 

Balance, January 1, 2013

  $ 19,405      ($ 2,502   ($ 128,536   ($ 111,633   ($ 1,092   ($ 110,541
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Activity January 1 to June 30, 2013:

           

Other comprehensive gain (loss) before reclassifications

    (30,767            (2,719     (33,486     403        (33,889

Adjustments for items reclassified to earnings, net of tax

           527        2,430        2,957        16        2,941   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net other comprehensive income (loss)

    (30,767     527        (289     (30,529     419        (30,948
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2013

  $ (11,362   $ (1,975   $ (128,825   $ (142,162   $ (673   $ (141,489
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month and six month periods ended June 30, 2013:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2013     2013  

Amortization of interest rate hedge

   $     263  (a)    $     527  (a) 
  

 

 

   

 

 

 

Amortization expense relating to employee benefit plans

     1,612  (b)      3,232  (b) 

Less - tax expense

     400        802   
  

 

 

   

 

 

 

Net of tax

     1,212        2,430   
  

 

 

   

 

 

 

Total reclassifications, net of tax

   $ 1,475      $ 2,957   
  

 

 

   

 

 

 

 

(a) Included in “interest expense” on the condensed consolidated statements of operations.
(b) Included in the computation of net periodic benefit cost (see Note 13 of Notes to Condensed Consolidated Financial Statements). Such amount is included in “compensation and benefits” expense on the condensed consolidated statement of operations.

Noncontrolling Interests—Noncontrolling interests principally represent interests held in (i) Lazard Group by LAZ-MD Holdings and (ii) Edgewater’s management vehicles that the Company is deemed to control, but does not own.

 

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Table of Contents

LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The following tables summarize the changes in ownership interests in Lazard Group held by Lazard Ltd and LAZ-MD Holdings during the six month periods ended June 30, 2013 and 2012:

 

    Lazard Ltd     LAZ-MD Holdings     Total
Lazard Group
Common
Membership
Interests
 
  Common
Membership
Interests
    %
Ownership
    Common
Membership
Interests
    %
Ownership
   

Balance, January 1, 2012

    123,009,311        94.8     6,756,779        5.2     129,766,090   

Activity January 1 to June 30, 2012:

         

Common membership interest activity in connection with:

         

Exchanges for Class A common stock

    186,701          (186,701         
 

 

 

     

 

 

     

 

 

 

Balance, June 30, 2012

    123,196,012        94.9     6,570,078        5.1     129,766,090   
 

 

 

     

 

 

     

 

 

 

Balance, January 1, 2013

    128,216,423        98.8     1,549,667        1.2     129,766,090   

Activity January 1 to June 30, 2013:

         

Common membership interest activity in connection with:

         

Exchanges for Class A common stock

    839,658          (839,658         
 

 

 

     

 

 

     

 

 

 

Balance, June 30, 2013

    129,056,081        99.5     710,009        0.5     129,766,090   
 

 

 

     

 

 

     

 

 

 

The change in Lazard Ltd’s ownership in Lazard Group in the six month periods ended June 30, 2013 and 2012 did not materially impact Lazard Ltd’s stockholders’ equity.

The tables below summarize net income attributable to noncontrolling interests for the three month and six month periods ended June 30, 2013 and 2012 and noncontrolling interests as of June 30, 2013 and December 31, 2012 in the Company’s condensed consolidated financial statements:

 

     Net Income (Loss) Attributable To
Noncontrolling Interests
 
     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
          2013               2012               2013               2012       

Edgewater

   $ 287      $ 1,698      $ 2,653      $ 3,872   

LAZ-MD Holdings

     305        1,694        497        3,019   

Other

     (24     (51     (293     (46
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 568      $ 3,341      $ 2,857      $ 6,845   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Noncontrolling Interests As Of  
     June 30,
2013
     December 31,

2012

 

Edgewater

   $ 71,020       $ 75,262   

LAZ-MD Holdings

     2,248         5,405   

Other

    
859
  
     1,217   
  

 

 

    

 

 

 

Total

   $ 74,127       $ 81,884   
  

 

 

    

 

 

 

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Dividend Declared, July 2013—On July 24, 2013, the Board of Directors of Lazard Ltd declared a quarterly dividend of $0.25 per share on its Class A common stock, payable on August 23, 2013, to stockholders of record on August 6, 2013.

 

12. INCENTIVE PLANS

Share-Based Incentive Plan Awards

A description of Lazard Ltd’s 2005 Plan and 2008 Plan and activity with respect thereto during the six month periods ended June 30, 2013 and 2012, is presented below.

Shares Available Under the 2005 Plan and 2008 Plan

The 2005 Plan authorizes the issuance of up to 25,000,000 shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs and other equity-based awards. Each stock unit or similar award granted under the 2005 Plan represents a contingent right to receive one share of Class A common stock, at no cost to the recipient. The fair value of such awards is generally determined based on the closing market price of Class A common stock at the date of grant.

In addition to the shares available under the 2005 Plan, additional shares of Class A common stock are available under the 2008 Plan. The maximum number of shares available under the 2008 Plan is based on a formula that limits the aggregate number of shares that may, at any time, be subject to awards that are considered “outstanding” under the 2008 Plan to 30% of the then-outstanding shares of Class A common stock (treating, for this purpose, the then-outstanding exchangeable interests of LAZ-MD Holdings on a “fully-exchanged” basis as described in the 2008 Plan).

The following reflects the amortization expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, PRSUs and restricted stock awards) and “professional services” expense (with respect to deferred stock units (“DSUs”)) within the Company’s accompanying condensed consolidated statements of operations:

 

     Three Months Ended
June  30,
     Six Months Ended
June 30,
 
     2013      2012      2013      2012  

Share-based incentive awards:

           

RSUs (a)

   $ 52,147       $ 63,428       $ 117,089       $ 145,319   

PRSUs

     1,995                 2,433           

Restricted stock (b)

     1,824         1,704         7,085         5,879   

DSUs

     1,403         1,218         1,474         1,288   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 57,369       $ 66,350       $ 128,081       $ 152,486   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) Includes, during the three month and six month periods ended June 30, 2013, $4,644 and $9,099, respectively, relating to the Cost Saving Initiatives (see Note 14 of Notes to Condensed Consolidated Financial Statements).
(b) Includes, during the three month and six month periods ended June 30, 2013, $14 and $247, respectively, relating to the Cost Saving Initiatives.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The ultimate amount of compensation and benefits expense relating to share-based awards is dependent upon the actual number of shares of Class A common stock that vest. The Company periodically assesses the forfeiture rates used for such estimates. A change in estimated forfeiture rates results in a cumulative adjustment to previously recorded compensation and benefits expense and also would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense described below.

For purposes of calculating diluted net income per share, RSU and restricted stock awards are included in the diluted weighted average shares of Class A common stock outstanding using the “treasury stock” method. PRSUs are included in the diluted weighted average shares of Class A common stock outstanding to the extent the performance conditions are met at the end of the reporting period, also using the “treasury stock” method.

The Company’s incentive plans are described below.

RSUs and DSUs

RSUs generally require future service as a condition for the delivery of the underlying shares of Class A common stock (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into Class A common stock on a one-for-one basis after the stipulated vesting periods. The grant date fair value of the RSUs, net of an estimated forfeiture rate, is amortized over the vesting periods or requisite service periods (generally one-third after two years, and the remaining two-thirds after the third year), and is adjusted for actual forfeitures over such periods.

RSUs generally include a dividend participation right that provides that during vesting periods each RSU is attributed additional RSUs (or fractions thereof) equivalent to any ordinary quarterly dividends paid on Class A common stock during such period. During the six month periods ended June 30, 2013 and 2012, issuances of RSUs pertaining to such dividend participation rights and respective charges to “retained earnings”, net of estimated forfeitures (with corresponding credits to “additional paid-in-capital”), consisted of the following:

 

     Six Months Ended
June  30,
           2013                2012      

Number of RSUs issued

       131,669          310,756  

Charges to retained earnings, net of estimated forfeitures

     $ 4,062        $ 7,277  

Non-executive members of the Board of Directors receive approximately 55% of their annual compensation for service on the Board of Directors and its committees in the form of DSUs, which resulted in 39,315 and 49,735 DSUs granted during the six month periods ended June 30, 2013 and 2012, respectively. Their remaining compensation is payable in cash, which they may elect to receive in the form of additional DSUs under the Directors’ Fee Deferral Unit Plan described below. DSUs are convertible into Class A common stock at the time of cessation of service to the Board and, for purposes of calculating diluted net income per share, are included in the diluted weighted average shares of Class A common stock outstanding using the “treasury stock” method. DSUs include a cash dividend participation right equivalent to any ordinary quarterly dividends paid on Class A common stock, and resulted in nominal cash payments for the six month periods ended June 30, 2013 and 2012.

On May 9, 2006, the Board of Directors adopted the Directors’ Fee Deferral Unit Plan, which allows the Company’s Non-Executive Directors to elect to receive additional DSUs in lieu of some or all of their cash fees. The number of DSUs that shall be granted to a Non-Executive Director pursuant to this election will equal the

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

value of cash fees that the applicable Non-Executive Director has elected to forego pursuant to such election, divided by the market value of a share of Class A common stock on the date on which the foregone cash fees would otherwise have been paid. During the six month periods ended June 30, 2013 and 2012, 3,916 and 5,489 DSUs, respectively, had been granted pursuant to such Plan.

DSU awards are expensed at their fair value on their date of grant, inclusive of amounts related to the Directors’ Fee Deferral Unit Plan.

The following is a summary of activity relating to RSUs and DSUs during the six month periods ended June 30, 2013 and 2012:

 

    RSUs     DSUs  
    Units     Weighted
Average
Grant Date
Fair Value
    Units     Weighted
Average
Grant Date
Fair Value
 

Balance, January 1, 2013

    21,481,131      $ 33.92        204,496      $ 31.47   

Granted (including 131,669 RSUs relating to dividend participation)

    4,689,312      $ 36.95        43,231      $ 34.09   

Forfeited

    (223,346   $ 34.64                 

Vested

    (8,589,999   $ 34.99                 
 

 

 

     

 

 

   

Balance, June 30, 2013

    17,357,098      $ 34.20        247,727      $ 31.93   
 

 

 

     

 

 

   

Balance, January 1, 2012

    20,751,829      $ 36.84        140,660      $ 34.83   

Granted (including 310,756 RSUs relating to dividend participation)

    7,847,541      $ 27.51        55,224      $ 23.32   

Forfeited

    (311,601   $ 35.46                 

Vested

    (3,631,932   $ 33.83                 
 

 

 

     

 

 

   

Balance, June 30, 2012

    24,655,837      $ 34.32        195,884      $ 31.58   
 

 

 

     

 

 

   

In connection with RSUs which vested during the six month periods ended June 30, 2013 and 2012, the Company satisfied its minimum statutory tax withholding requirements in lieu of issuing 3,309,900 and 967,828 shares of Class A common stock in the respective six month periods. Accordingly, 5,280,099 and 2,664,104 shares of Class A common stock held by the Company were delivered during the six month periods ended June 30, 2013 and 2012, respectively.

During the fourth quarter of 2012, 958,213 RSUs were modified through forward purchase agreements into liability awards. Such liability awards were settled on March 1, 2013 for $28,612. During the six month period ended June 30, 2013, compensation expense of $1,690 was recorded for such liability awards.

As of June 30, 2013, unrecognized RSU compensation expense, adjusted for estimated forfeitures, was approximately $236,000, with such unrecognized compensation expense expected to be recognized over a weighted average period of approximately 1.5 years subsequent to June 30, 2013.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Restricted Stock

The following is a summary of activity related to shares of restricted Class A common stock associated with compensation arrangements during the six month periods ended June 30, 2013 and 2012:

 

     Restricted
Shares
    Weighted
Average
Grant Date
Fair Value
 

Balance, January 1, 2013

     1,972,609      $ 34.85   

Granted

     368,736      $ 36.74   

Forfeited

     (35,183   $ 33.29   

Vested

     (1,727,121   $ 36.00   
  

 

 

   

Balance, June 30, 2013

     579,041      $ 32.73   
  

 

 

   

Balance, January 1, 2012

     95,332      $ 37.63   

Granted/Exchanged

     577,323      $ 29.25   

Forfeited

     (18,921   $ 29.51   

Vested

     (131,743   $ 28.63   
  

 

 

   

Balance, June 30, 2012

     521,991      $ 30.93   
  

 

 

   

In connection with shares of restricted Class A common stock that vested during the six month periods ended June 30, 2013 and 2012, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 17,915 and 28,129 shares of Class A common stock during the respective six month periods. Accordingly, 1,709,206 and 103,614 shares of Class A common stock held by the Company were delivered during the six month periods ended June 30, 2013 and 2012, respectively.

The awards include a cash dividend participation right equivalent to any ordinary quarterly dividends paid on Class A common stock during the period, which will vest concurrently with the underlying restricted stock award. At June 30, 2013, unrecognized restricted stock expense was approximately $11,000, with such expense to be recognized over a weighted average period of approximately 1.7 years subsequent to June 30, 2013.

PRSUs

During the six month period ended June 30, 2013, the Company granted 448,128 PRSUs. The PRSUs are subject to both performance-based and service-based vesting conditions. The number of shares of Class A common stock that a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance metrics that relate to the Company’s performance over the three-year period beginning on January 1, 2012 and ending on December 31, 2014. The target number of shares of Class A common stock subject to each PRSU is one; however, based on the achievement of the performance criteria, the number of shares of Class A common stock that may be received in connection with each PRSU can range from zero to three times the target number. The PRSUs granted in 2013 will vest 33% in March 2015 and 67% in March 2016, provided the applicable service and performance conditions are satisfied. In addition, the performance metrics applicable to each PRSU will be evaluated on an annual basis at the end of each fiscal year during the performance period and, if the Company has achieved a threshold level of performance with respect to the fiscal year, 25% of the target number of shares of Class A common stock subject to each PRSU will no longer be at risk of forfeiture based on the achievement of performance criteria. PRSUs generally include dividend participation rights.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of Class A common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value of $36.11 per share. As of June 30, 2013, the total estimated unrecognized compensation expense for PRSUs granted in 2013 was approximately $14,000, and the Company expects to amortize such expense over a weighted-average period of approximately 1.9 years.

Lazard Fund Interests and Other Similar Deferred Compensation Arrangements

Commencing in February 2011, the Company granted Lazard Fund Interests to eligible employees. In connection with the Lazard Fund Interests and other similar deferred compensation arrangements, which generally require future service as a condition for vesting, the Company recorded a prepaid compensation asset and a corresponding compensation liability on the grant date based upon the fair value of the award. The prepaid asset is amortized on a straight-line basis over the applicable vesting periods or requisite service periods (which are generally similar to the comparable periods for RSUs), and is charged to “compensation and benefits” expense within the Company’s consolidated statement of operations. Lazard Fund Interests and similar deferred compensation arrangements that do not require future service are expensed immediately. The related compensation liability is accounted for at fair value as a derivative liability, which contemplates the impact of estimated forfeitures, and is adjusted for changes in fair value primarily related to changes in value of the underlying investments.

The following is a summary of activity relating to Lazard Fund Interests and other similar deferred compensation arrangements during the six month periods ended June 30, 2013 and 2012:

 

    Prepaid
Compensation
Asset
      Compensation  
Liability
 

Balance, January 1, 2013

  $ 47,445      $ 97,593   

Granted

    72,217        72,217   

Settled

           (19,107

Forfeited

    (685     (859

Amortization

    (30,226       

Change in fair value related to:

   

Increase in fair value of underlying investments

           248   

Adjustment for estimated forfeitures

           2,049   

Other

    (396     (916
 

 

 

   

 

 

 

Balance, June 30, 2013

  $ 88,355      $ 151,225   
 

 

 

   

 

 

 

 

    Prepaid
Compensation

Asset
      Compensation  
Liability
 

Balance, January 1, 2012

  $ 17,782      $ 29,900   

Granted

    64,631        64,631   

Settled

           (8,641

Forfeited

    (1,008     (993

Amortization

    (16,985       

Decrease in fair value of underlying investments

           (89

Other

    979        833   
 

 

 

   

 

 

 

Balance, June 30, 2012

  $ 65,399      $ 85,641   
 

 

 

   

 

 

 

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 1.9 years subsequent to June 30, 2013.

The following is a summary of the impact of Lazard Fund Interests and other similar deferred compensation arrangements on “compensation and benefits” expense within the accompanying condensed consolidated statements of operations for the three month and six month periods ended June 30, 2013 and 2012:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
         2013             2012             2013              2012      

Compensation expense:

         

Amortization, net of forfeitures (a)

   $ 19,052      $ 10,800      $ 32,101       $ 16,985   

Change in fair value of underlying investments

     (3,477     (2,856     248         (89
  

 

 

   

 

 

   

 

 

    

 

 

 

Total

   $ 15,575      $ 7,944      $ 32,349       $ 16,896   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

(a) Includes, during the three month and six month periods ended June 30, 2013, $1,748 and $2,665, respectively, relating to the Cost Saving Initiatives.

 

13. EMPLOYEE BENEFIT PLANS

The Company provides retirement and other post-retirement benefits to certain of its employees through defined benefit pension plans (the “pension plans”) and, in the U.S., a partially funded contributory post-retirement plan covering qualifying U.S. employees (the “medical plan” and together with the pension plans, the “post-retirement plans”). The Company also offers defined contribution plans. The post-retirement plans generally provide benefits to participants based on average levels of compensation. Expenses related to the Company’s employee benefit plans are included in “compensation and benefits” expense on the consolidated statements of operations.

Employer Contributions to Pension Plans—The Company’s funding policy for its U.S. and non-U.S. pension plans is to fund when required or when applicable upon an agreement with the plans’ Trustees. Management also evaluates from time to time whether to make voluntary contributions to the plans. The Company did not make a contribution to the U.S. pension plans during the six month period ended June 30, 2013.

On April 30, 2012, the Company and the Trustees of the U.K. pension plans concluded the December 31, 2010 triennial valuations of the plans. In connection with such valuations and a previously negotiated agreement with the Trustees, the Company and the Trustees agreed upon pension funding terms (the “agreement”) (which superseded the terms of an agreement reached in June 2009 with respect to the previous triennial valuation as of December 31, 2007) whereby the Company: (i) made a contribution in December 2011 to the plans of 2.3 million British pounds ($3,687 at December 31, 2011 exchange rates) from a previously established escrow account, (ii) agreed to make contributions of 1 million British pounds during each year from 2012 through 2020 inclusive, and (iii) amended the previous escrow arrangement into an account security arrangement covering 10.2 million British pounds, committing to make annual contributions of 1 million British pounds into such account security arrangement during each year from 2014 through 2020, inclusive. It was further agreed that, to the extent that the value of the plans’ assets falls short of the funding target for June 1, 2020 that has been agreed upon with the Trustees, the assets from the account security arrangement would be released into the plans at that date. Additionally, the Company agreed to fund the expenses of administering the plans, including certain regulator levies and the cost of other professional advisors to the plans. The terms of the agreement are subject to adjustment based on the results of subsequent triennial valuations. The aggregate amounts in the account security arrangement at June 30, 2013 and December 31, 2012 of approximately $15,600 and $16,500, respectively, have

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

been recorded in “cash deposited with clearing organizations and other segregated cash” on the accompanying condensed consolidated statements of financial condition. Income on the account security arrangement accretes to the Company and is recorded in interest income.

During the six month period ended June 30, 2013, the Company contributed 1 million British pounds ($1,543 at June 30, 2013 exchange rates) to these U.K. pension plans, and no contributions were required to be made to other non-U.S. pension plans.

The following table summarizes the components of net periodic benefit cost related to the Company’s post-retirement plans for the three month and six month periods ended June 30, 2013 and 2012:

 

    Pension Plans     Medical Plan  
    Three Months Ended June 30,  
    2013     2012     2013     2012  

Components of Net Benefit Cost (Credit):

       

Service cost

  $ 309      $ 166      $ 17      $ 19   

Interest cost

    6,689        6,885        44       
52
  

Expected return on plan assets

    (6,585     (6,622              

Amortization of:

       

Prior service cost

    700        687                 

Net actuarial loss

    912        420                 

Settlement loss (a)

           886                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Net benefit cost

  $ 2,025      $ 2,422      $ 61      $ 71   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

    Pension Plans     Medical Plan  
    Six Months Ended June 30,  
    2013     2012     2013     2012  

Components of Net Benefit Cost (Credit):

       

Service cost

  $ 623      $ 338      $ 27      $ 30   

Interest cost

    13,442        13,787        91       
105
  

Expected return on plan assets

    (13,382     (13,294              

Amortization of:

       

Prior service cost

    1,406        1,388                 

Net actuarial loss

    1,826        831                 

Settlement loss (a)

           886                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Net benefit cost

  $ 3,915      $ 3,936      $ 118      $ 135   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) During the three month period ended June 30, 2012, the Company’s pension plans in the U.S. made lump sum benefit payments in excess of the plans’ annual service and interest costs, which, under U.S. GAAP, requires that the plans’ obligations and assets be remeasured. The remeasurement of the plans resulted in the recognition of actuarial losses totaling $1,935 recorded in “other comprehensive income (loss), net of tax” (“OCI”), which, combined with a settlement loss of $886 recognized in “compensation and benefits” expense, resulted in a net charge to OCI of $1,049.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

14. COST SAVING INITIATIVES

In October 2012, the Company announced cost saving initiatives (the “Cost Saving Initiatives”) relating to the Company’s operations. These initiatives include streamlining our corporate structure and consolidating support functions; realigning our investments into areas with potential for the greatest long-term return; the settlement of certain contractual obligations; occupancy cost reduction; and creating greater flexibility to retain and attract the best people and invest in new growth areas.

In connection with the Cost Saving Initiatives, the Company incurred pre-tax implementation expense, by segment, as reflected in the tables below:

 

     Financial
Advisory
     Asset
Management
     Corporate      Total  

Three Month Period Ended June 30, 2013:

           

Compensation and benefits

   $ 25,352       $         –       $ 1,376       $ 26,728   

Other

     412                 11,241         11,653   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 25,764       $       $ 12,617       $ 38,381   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Financial
Advisory
     Asset
Management
    Corporate      Total  

Six Month Period Ended June 30, 2013:

          

Compensation and benefits

   $ 45,746       $ 236      $ 5,417       $ 51,399   

Other

     2,033         (1     11,272         13,304   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 47,779       $ 235      $ 16,689       $ 64,703   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

     Financial
Advisory
     Asset
Management
     Corporate      Total  

Cumulative Through June 30, 2013:

           

Compensation and benefits

   $ 121,879       $ 12,292       $ 17,215       $ 151,386   

Other

     3,432         732         11,729         15,893   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 125,311       $ 13,024       $ 28,944       $ 167,279   
  

 

 

    

 

 

    

 

 

    

 

 

 

Expenses associated with the implementation of the Cost Saving Initiatives were completed during the second quarter of 2013.

Activity related to the obligations pursuant to the Cost Saving Initiatives during the six month period ended June 30, 2013 was as follows:

 

     Accrued
Compensation
and Benefits
    Other
Liabilities
    Total  

Balance, January 1, 2013

   $  46,128      $  1,714      $  47,842   

New charges

     51,399        13,304        64,703   

Less:

      

Non-cash charges

     (12,007     (3,022     (15,029

Settlements

     (40,031     (1,162     (41,193
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2013

   $ 45,489     $ 10,834     $ 56,323  
  

 

 

   

 

 

   

 

 

 

 

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

15. INCOME TAXES

As a result of its indirect investment in Lazard Group, Lazard Ltd, through certain of its subsidiaries, is subject to U.S. federal income taxes on its portion of Lazard Group’s operating income. Although a portion of Lazard Group’s income is subject to U.S. federal income taxes, Lazard Group primarily operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income from its U.S. operations is generally not subject to U.S. federal income taxes because such income is attributable to its partners. In addition, Lazard Group is subject to New York City Unincorporated Business Tax (“UBT”) which is attributable to Lazard Group’s operations apportioned to New York City. UBT is incremental to the U.S. federal statutory tax rate. Outside the U.S., Lazard Group operates principally through subsidiary corporations that are subject to local income taxes.

The Company recorded income tax provisions of $9,017 and $12,965 for the three month and six month periods ended June 30, 2013, respectively, and $10,371 and $19,138 for the three month and six month periods ended June 30, 2012, respectively, representing effective tax rates of 22.0%, 20.7%, 23.3% and 23.2%, respectively. The difference between the U.S. federal statutory rate of 35.0% and the effective tax rates reflected above principally relates to (i) Lazard Group primarily operating as a limited liability company in the U.S., (ii) taxes payable to foreign jurisdictions that are not offset against U.S. income taxes, (iii) foreign source income not subject to U.S. income taxes (including interest on intercompany financings), (iv) Lazard Group’s income from U.S. operations attributable to noncontrolling interests, and (v) U.S. state and local taxes (primarily UBT), which are incremental to the U.S. federal statutory tax rate.

Substantially all of Lazard’s foreign operations are conducted in “pass-through” entities for U.S. income tax purposes and the Company provides for U.S. income taxes on a current basis for substantially all of those earnings. The repatriation of prior earnings attributable to “non-pass-through” entities would not result in the recognition of a material amount of additional U.S. income taxes.

Tax Receivable Agreement

The redemption of historical partner interests in connection with the Company’s separation and recapitalization that occurred in May 2005 and subsequent exchanges of LAZ-MD Holdings exchangeable interests for shares of Class A common stock have resulted, and future exchanges of LAZ-MD Holdings exchangeable interests for shares of Class A common stock may result, in increases in the tax basis of the tangible and intangible assets of Lazard Group. The tax receivable agreement dated as of May 10, 2005 with LFCM Holdings LLC (“LFCM Holdings”) requires the Company to pay LFCM Holdings 85% of the cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes as a result of the above-mentioned increases in tax basis. The Company calculates this provision annually and includes such amounts in operating expenses on its consolidated statements of operations once the results of operations for the full year are known. Based on the financial results for the applicable annual periods, there is no provision for such payments in the six month periods ended June 30, 2013 and 2012. If any provision is required pursuant to the tax receivable agreement, such amount would be fully offset by a reduction in the Company’s income tax expense.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

16. NET INCOME PER SHARE OF CLASS A COMMON STOCK

The Company’s basic and diluted net income per share calculations for the three month and six month periods ended June 30, 2013 and 2012 are computed as described below.

Basic Net Income Per Share

Numerator—utilizes net income attributable to Lazard Ltd for the respective periods, plus applicable adjustments to such net income associated with the inclusion of shares of Class A common stock issuable on a non-contingent basis.

Denominator—utilizes the weighted average number of shares of Class A common stock outstanding for the respective periods, plus applicable adjustments to such shares associated with shares of Class A common stock issuable on a non-contingent basis.

Diluted Net Income Per Share

Numerator—utilizes net income attributable to Lazard Ltd for the respective periods, as in the basic net income per share calculation described above, plus, to the extent applicable and dilutive, (i) changes in net income attributable to noncontrolling interests resulting from assumed Class A common stock issuances in connection with share-based incentive compensation and, on an “as-if-exchanged” basis, amounts applicable to LAZ-MD Holdings exchangeable interests and (ii) income tax related to (i) above.

Denominator—utilizes the weighted average number of shares of Class A common stock outstanding for the respective periods, as in the basic net income per share calculation described above, plus, to the extent dilutive, the incremental number of shares of Class A common stock to settle share-based incentive compensation and LAZ-MD Holdings exchangeable interests, using the “treasury stock” method or the “as-if-exchanged” basis, as applicable.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

The calculations of the Company’s basic and diluted net income per share and weighted average shares outstanding for the three month and six month periods ended June 30, 2013 and 2012 are presented below:

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
          2013           2012           2013           2012  

Net income attributable to Lazard Ltd

  $ 31,353        $30,821      $ 46,713        $56,373   

Add (deduct) - adjustment associated with Class A common stock issuable on a non-contingent basis

           2               2   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Lazard Ltd - basic

    31,353        30,823        46,713        56,375   

Add - dilutive effect, as applicable, of:

       

Adjustments to income relating to interest expense and changes in net income attributable to noncontrolling interests resulting from assumed Class A common stock issuances in connection with share-based incentive compensation and exchangeable interests, net of tax

    289        1,686        471        2,876   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Lazard Ltd - diluted

    $31,642        $32,509        $47,184        $59,251   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares of Class A common stock outstanding

    121,028,696        117,478,380        118,975,340        118,079,120   

Add - adjustment for shares of Class A common stock issuable on a non-contingent basis

    731,286        756,940        758,753        653,311   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares of Class A common stock outstanding - basic

    121,759,982        118,235,320        119,734,093        118,732,431   

Add - dilutive effect, as applicable, of:

       

Weighted average number of incremental shares of Class A common stock issuable from share-based incentive compensation and exchangeable interests

    10,704,314        16,401,615        12,905,835        16,883,126   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares of Class A common stock outstanding - diluted

    132,464,296        134,636,935        132,639,928        135,615,557   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Lazard Ltd per share of Class A common stock:

       

Basic

    $0.26        $0.26        $0.39        $0.47   
 

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

    $0.24        $0.24        $0.36        $0.44   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

37


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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

17. RELATED PARTIES

Amounts receivable from, and payable to, related parties are set forth below:

 

                                           
      June 30,
2013
     December 31,
2012
 

Receivables

     

LFCM Holdings

   $ 14,232       $ 20,529   

Other

     1,010         3,272   
  

 

 

    

 

 

 

Total

   $ 15,242       $ 23,801   
  

 

 

    

 

 

 

Payables

     

LFCM Holdings

   $ 4,749       $ 2,943   

Other

     10         705   
  

 

 

    

 

 

 

Total

   $ 4,759       $ 3,648   
  

 

 

    

 

 

 

LFCM Holdings

LFCM Holdings owns and operates the capital markets business and fund management activities, as well as other specified non-operating assets and liabilities, that were transferred to it by Lazard Group (referred to as the “separated businesses”) in May 2005 and is owned by various current and former working members, including certain of Lazard’s current and former managing directors (which also include the Company’s executive officers) who were or are also members of LAZ-MD Holdings. In addition to the master separation agreement, dated as of May 10, 2005, by and among Lazard Ltd, Lazard Group, LAZ-MD Holdings and LFCM Holdings (the “master separation agreement”), which effected the separation and recapitalization that occurred in May 2005, LFCM Holdings entered into certain agreements that addressed various business matters associated with the separation, including agreements related to administrative and support services (the “administrative services agreement”), employee benefits, insurance matters and licensing. In addition, LFCM Holdings and Lazard Group entered into a business alliance agreement (the “business alliance agreement”). Certain of these agreements are described in more detail in the Company’s Form 10-K.

For the three month and six month periods ended June 30, 2013, amounts recorded by Lazard Group relating to the administrative services agreement amounted to $300 and $932, respectively, and net referral fees for underwriting, private placement, M&A and restructuring transactions under the business alliance agreement amounted to $(970) and $(470), respectively. For the three month and six month periods ended June 30, 2012, amounts recorded by Lazard Group relating to the administrative services agreement amounted to $702 and $1,515, respectively, and net referral fees for underwriting, private placement, M&A and restructuring transactions under the business alliance agreement amounted to $3,552 and $4,366, respectively. Amounts relating to the administrative services agreement are reported as reductions to operating expenses. Net referral fees for underwriting transactions under the business alliance agreement are reported in “revenue-other”. Net referral fees for private placement, M&A and restructuring transactions under the business alliance agreement are reported in advisory fee revenue.

Receivables from LFCM Holdings and its subsidiaries as of June 30, 2013 and December 31, 2012 include $8,568 and $14,299, respectively, related to administrative and support services and other receivables, which include sublease income and reimbursement of expenses incurred on behalf of LFCM Holdings, and $5,664 and $6,230, respectively, related to referral fees for underwriting and private placement transactions. Payables to

 

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Table of Contents

LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

LFCM Holdings and its subsidiaries at June 30, 2013 and December 31, 2012 include $4,749 and $2,943, respectively, primarily relating to referral fees for Financial Advisory transactions.

Other

Other receivables and payables at June 30, 2013 and December 31, 2012 primarily relate to referral fees for M&A transactions with MBA Lazard Holdings S.A. and its affiliates, an Argentina-based group in which the Company has a 50% ownership interest, and, at December 31, 2012, a related party loan.

LAZ-MD Holdings

Lazard Group provides certain administrative and support services to LAZ-MD Holdings through an administrative services agreement, with such services generally to be provided until December 31, 2014 unless terminated earlier because of a change in control of either party. Lazard Group charges LAZ-MD Holdings for these services based on Lazard Group’s cost allocation methodology and, for the three month and six month periods ended June 30, 2013, such charges amounted to $250 and $500, respectively. For the three month and six month periods ended June 30, 2012, such charges amounted to $187 and $375, respectively.

 

18. REGULATORY AUTHORITIES

LFNY is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Exchange Act. Under the basic method permitted by this rule, the minimum required net capital, as defined, is a specified fixed percentage (6  2/3%) of total aggregate indebtedness recorded in LFNY’s Financial and Operational Combined Uniform Single (“FOCUS”) report filed with the Financial Industry Regulatory Authority (“FINRA”), or $100, whichever is greater. At June 30, 2013, LFNY’s regulatory net capital was $128,583, which exceeded the minimum requirement by $124,897.

Certain U.K. subsidiaries of the Company, including LCL, Lazard Fund Managers Limited and Lazard Asset Management Limited (the “U.K. Subsidiaries”) are regulated by the Financial Conduct Authority, which replaced the Financial Services Authority as the U.K. Subsidiaries’ regulator effective April 1, 2013. At June 30, 2013, the aggregate regulatory net capital of the U.K. Subsidiaries was $74,781, which exceeded the minimum requirement by $54,858.

CFLF, under which asset management and commercial banking activities are carried out in France, is subject to regulation by the Autorité de Contrôle Prudentiel for its banking activities conducted through its subsidiary, LFB. In addition, the investment services activities of the Paris group, exercised through LFB and other subsidiaries of CFLF, primarily LFG (asset management), are subject to regulation and supervision by the Autorité des Marchés Financiers. At June 30, 2013, the consolidated regulatory net capital of CFLF was $185,983, which exceeded the minimum requirement set for regulatory capital levels by $154,183.

Certain other U.S. and non-U.S. subsidiaries are subject to various capital adequacy requirements promulgated by various regulatory and exchange authorities in the countries in which they operate. At June 30, 2013, for those subsidiaries with regulatory capital requirements, their aggregate net capital was $103,267, which exceeded the minimum required capital by $76,657.

At June 30, 2013, each of these subsidiaries individually was in compliance with its regulatory capital requirements.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Lazard Ltd had been subject to supervision by the SEC as a Supervised Investment Bank Holding Company (“SIBHC”). As a SIBHC, Lazard Ltd was subject to group-wide supervision, which required it to compute allowable capital and risk allowances on a consolidated basis. However, pursuant to Section 617 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC’s SIBHC program was eliminated on July 21, 2011. Pursuant to relevant rules in the European Union, which we continue to examine, LFB, as a European credit institution, is required to be supervised on a consolidated basis by another regulatory body, either in the U.S., by the Board of Governors of the Federal Reserve, or in the European Union. The Dodd-Frank Act and the rules and regulations that may be adopted thereunder (including regulations that have not yet been proposed) could affect us in other ways. We continue to monitor the possible effect of the implementation of alternatives available to us.

 

19. SEGMENT INFORMATION

The Company’s reportable segments offer different products and services and are managed separately, as different levels and types of expertise are required to effectively manage the segments’ transactions. Each segment is reviewed to determine the allocation of resources and to assess its performance. The Company’s principal operating activities are included in two business segments as described in Note 1 above - Financial Advisory and Asset Management. In addition, as described in Note 1 above, the Company records selected other activities in its Corporate segment.

The Company’s segment information for the three month and six month periods ended June 30, 2013 and 2012 was prepared using the following methodology:

 

   

Revenue and expenses directly associated with each segment are included in determining operating income.

 

   

Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors.

 

   

Segment assets are based on those directly associated with each segment, and include an allocation of certain assets relating to various segments, based on the most relevant measures applicable, including headcount, square footage and other factors.

The Company allocates investment gains and losses, interest income and interest expense among the various segments based on the segment in which the underlying asset or liability is reported.

Each segment’s operating expenses include (i) compensation and benefits expenses incurred directly in support of the businesses and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, legal, facilities management and senior management activities.

 

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LAZARD LTD

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

(dollars in thousands, except for per share data, unless otherwise noted)

 

Management evaluates segment results based on net revenue and operating income (loss) and believes that the following information provides a reasonable representation of each segment’s contribution with respect to net revenue, operating income (loss) and total assets:

 

          Three Months Ended
June 30,
    Six Months Ended
June 30,
 
          2013(a)     2012     2013(a)     2012  

Financial Advisory

   Net Revenue    $ 263,307      $ 242,624      $ 431,769      $ 519,820   
   Operating Expenses      239,766        231,200        456,674        481,097   
     

 

 

   

 

 

   

 

 

   

 

 

 
   Operating Income (Loss)    $ 23,541      $ 11,424      $ (24,905   $ 38,723   
     

 

 

   

 

 

   

 

 

   

 

 

 

Asset Management

   Net Revenue    $ 245,499      $ 211,053      $ 489,524      $ 425,580   
   Operating Expenses      187,554        156,619        342,631        317,120   
     

 

 

   

 

 

   

 

 

   

 

 

 
   Operating Income    $ 57,945      $ 54,434      $ 146,893      $ 108,460   
     

 

 

   

 

 

   

 

 

   

 

 

 

Corporate

   Net Revenue (Expense)    $ (18,401   $ (16,767   $ (28,985   $ (22,451
   Operating Expenses      22,147        4,558        30,468        42,376   
     

 

 

   

 

 

   

 

 

   

 

 

 
   Operating Income (Loss)    $ (40,548   $ (21,325   $ (59,453   $ (64,827
     

 

 

   

 

 

   

 

 

   

 

 

 

Total

   Net Revenue    $ 490,405      $ 436,910      $ 892,308      $ 922,949   
   Operating Expenses      449,467        392,377        829,773        840,593   
     

 

 

   

 

 

   

 

 

   

 

 

 
   Operating Income    $ 40,938      $ 44,533      $ 62,535      $ 82,356   
     

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) See Note 14 of Notes to Condensed Consolidated Financial Statements for information regarding the Cost Saving Initiatives, and the impact on each of the Company’s business segments during the three month and six month periods ended June 30, 2013.

 

     As Of  
     June 30,
2013
     December 31,
2012
 

Total Assets

     

Financial Advisory

   $ 722,702       $ 793,007   

Asset Management

     539,662         566,677   

Corporate

     1,658,865         1,627,209   
  

 

 

    

 

 

 

Total

   $ 2,921,229       $ 2,986,893   
  

 

 

    

 

 

 

 

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Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Lazard Ltd’s condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”), as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in our Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”). All references to “2013”, “2012”, “second quarter”, “first half” or “the period” refer to, as the context requires, the three month and six month periods ended June 30, 2013 and June 30, 2012.

Forward-Looking Statements and Certain Factors that May Affect Our Business

Management has included in Parts I and II of this Form 10-Q, including in its MD&A, statements that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target”, “goal” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies, business plans and initiatives and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to, those discussed in our Form 10-K under the caption “Risk Factors,” including the following:

 

   

a decline in general economic conditions or the global financial markets,

 

   

a decline in overall mergers and acquisitions (“M&A”) activity, our share of the M&A market or our assets under management (“AUM”),

 

   

losses caused by financial or other problems experienced by third parties,

 

   

losses due to unidentified or unanticipated risks,

 

   

a lack of liquidity, i.e., ready access to funds, for use in our businesses, and

 

   

competitive pressure on our businesses and on our ability to retain and attract employees at current compensation levels.

These risks and uncertainties are not exhaustive. Other sections of the Form 10-K describe additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about the:

 

   

business’ financial goals, including the ratio of awarded compensation and benefits expense to