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--Operating revenue of $431.5 million for the third quarter of 2009, compared to $398.8 million for the second quarter of 2009 and $437.3 million for the third quarter of 2008
--Both Financial Advisory and Asset Management contributed to the 8% sequential improvement in operating revenue from second-quarter to third-quarter 2009
--Restructuring operating revenue, which includes M&A fees for distressed asset sales, was a quarterly record of $119.1 million, compared to $93.2 million for the second quarter of 2009 and $23.9 million for the third quarter of 2008, and reached a first nine-month record of $273.3 million vs. $72.1 million for the first nine months of 2008
--Assets Under Management increased to $120.2 billion as of September 30, 2009, vs. $98.0 billion as of June 30, 2009; net inflows were $7.7 billion for the third quarter of 2009; management fees increased 25% sequentially over the second quarter of 2009
Lazard Ltd (NYSE: LAZ | Quote | Chart | News | PowerRating) today announced financial results for the third quarter and first nine months ended September 30, 2009. Net income(c) on a fully exchanged basis was $52.5 million, or $0.41 per share (diluted), for the third quarter of 2009, compared to $54.8 million, or $0.44 per share (diluted), for the third quarter of 2008, and compared to $43.1 million, or $0.34 per share (diluted), for the second quarter of 2009. Net income on a fully exchanged basis was $65.9 million, or $0.53 per share (diluted), for the first nine months of 2009, excluding a $62.6 million pre-tax charge during the first quarter of 2009(b), compared to $135.3 million, or $1.15 per share (diluted) for the first nine months of 2008. The 2008 amounts exclude the effect of a one-time, after-tax third-quarter charge relating to the acquisition of Lazard Asset Management Equity units (the LAM Equity charge).(d)
On a U.S. GAAP basis, which is before exchange of exchangeable interests, net income was $37.4 million, or $0.41 per share, for the third quarter of 2009, compared to a net loss of $77.0 million, or a loss of $1.17 per share, for the third quarter of 2008. Net income was $12.1 million, or $0.16 per share (diluted), for the first nine months of 2009, including the first-quarter pre-tax charge, compared to a net loss of $34.8 million or a loss of $0.61 per share (diluted) for the first nine months of 2008. The 2008 amounts include the effect of the LAM Equity charge.
Lazard believes that results assuming full exchange of outstanding exchangeable interests provide the most meaningful basis for comparison among present, historical and future periods.
Comments
"We continue to be pleased with our performance and we are proud of our firm and its people," said Steven J. Golub, interim Chief Executive Officer of Lazard. "Our simple business model of Financial Advisory and Asset Management has proved to be resilient over time."
"We are greatly saddened by the sudden loss two weeks ago of our Chairman and CEO Bruce Wasserstein. Under his leadership, we transformed the firm, and have built a global and deep team of senior professionals, and a successful and growing business," said Mr. Golub. "Both our Financial Advisory and Asset Management businesses are well positioned for the upturn in the economy as our clients refinance, restructure, and position their asset portfolios for future growth. In these times, our clients are especially cognizant of the need for the trusted advice and senior level experience that we provide, and we remain committed to our model, our strategy, and our vision for the firm."
"The economy is beginning to stabilize and CEO confidence is returning. We are still planning for a gradual increase in traditional M&A activity, reaching the prior period highs in about four years," said Mr. Golub. "We also believe that corporate defaults will remain at high levels, on a more global scale than during the last cycle, and therefore, we expect that our restructuring business will continue to be very active."
"Our Asset Management team has successfully implemented its long-term strategy of providing world class investment solutions for clients around the globe, who also are benefiting from the diversification and the quality of our products," said Mr. Golub. "We have continued to win new mandates, as evidenced by the $7.7 billion of net inflows in the third quarter. Assets Under Management have grown 23% during the quarter to more than $120 billion."
"Our fundamentals and financial position remain strong. We continue to generate significant cash flow and contain discretionary spending, while investing for future growth," said Michael J. Castellano, Chief Financial Officer of Lazard. "We are seeding new strategies in Asset Management. We have established a North American Private Equity platform with the acquisition of The Edgewater Funds. We also have expanded our strategic advisory services into other areas of Capital Markets Advisory. And, we are continuing to make selective senior hires across the firm, who fit within our standards of the highest quality in the industry."
"Although we expect our results to fluctuate from quarter to quarter, we are confident in our abilities to continue to forge a path of growth," said Mr. Castellano.
Operating Revenue and Operating Income
Operating revenue was $431.5 million for the third quarter of 2009, compared to $437.3 million for the third quarter of 2008 and $398.8 million for the second quarter of 2009. Operating income was $73.2 million for the 2009 third quarter, compared to $64.8 million for the third quarter of 2008, which excluded the effect of the LAM Equity charge, and compared to an operating income of $56.9 million for the second quarter of 2009.
Operating revenue was $1,103.2 million for the 2009 first nine months, compared to $1,272.5 million for the first nine months of 2008. Operating revenue for the first nine months of 2009 includes Corporate revenue of $34.6 million, compared to a negative revenue of $(2.4) million for the first nine months of 2008. Operating income, excluding the $62.6 million pre-tax charge in the first quarter, was $101.9 million for the 2009 first nine months, compared to operating income of $170.6 million for the first nine months of 2008, which excluded the effect of the LAM Equity charge.
The Company's quarterly revenue and profits can fluctuate materially depending on the number, size and timing of completed transactions on which it advised, as well as seasonality and other factors. Accordingly, the revenue and profits in any particular quarter may not be indicative of future results. As such, Lazard management believes that annual results are the most meaningful.
Core Operating Business
Lazard's core operating business includes its Financial Advisory and Asset Management businesses. Core operating business revenue was $417.5 million for the 2009 third quarter, compared to $426.2 million for the third quarter of 2008 and $384.7 million for the second quarter of 2009. Restructuring and Asset Management contributed to the improvement in the third quarter compared to the second quarter of 2009.
Core operating business revenue was $1,068.6 million for the first nine months of 2009, compared to $1,274.9 million for the first nine months of 2008. Core operating business revenue for the first nine months of 2009 reflects lower M&A and Capital Markets Advisory revenues than occurred during the first nine months of 2008 as well as the effects of market depreciation, particularly in the first half, on Asset Management fees, offset by significantly higher Restructuring revenue.
Financial Advisory
Financial Advisory operating revenue was $260.2 million for the 2009 third quarter, compared to $270.2 million for the third quarter of 2008 and $253.1 million for the second quarter of 2009. Financial Advisory operating revenue was $676.8 million for the first nine months of 2009, compared to $771.6 million for the first nine months of 2008.
Lazard's Financial Advisory business of M&A and Strategic Advisory, Restructuring and Capital Markets Advisory encompasses general strategic and transaction-specific advice to public and private companies, governments and other parties, and includes various corporate finance advisory services. Some of our assignments and, therefore, related revenue, are not reflected in publicly available statistical information. Restructuring assignments normally are executed over a six- to eighteen-month period, which has an impact on the timing of the recognition of Restructuring revenue.
M&A and Strategic Advisory
M&A and Strategic Advisory operating revenue was $124.7 million for the third quarter of 2009, compared to $230.9 million for the third quarter of 2008 and to $134.9 million for the 2009 second-quarter. M&A and Strategic Advisory operating revenue does not include M&A fees for the sale of distressed assets, which is recognized in Restructuring operating revenue. For the first nine months of 2009, M&A and Strategic Advisory operating revenue was $356.0 million, compared to $622.0 million for the first nine months of 2008.
Among the transactions completed during the third quarter of 2009 on which Lazard advised were the following:
-- GlaxoSmithKline's up to $3.6 billion acquisition of Stiefel Laboratories
-- Anheuser-Busch InBev's $1.8 billion sale of Oriental Brewery to KKR
-- Black Sea Global Properties' recommended offer for Deutsche Land with an enterprise value of GBP 425 million
-- Hisamitsu Pharmaceutical's $428 million acquisition of Noven Pharmaceuticals
-- Caisse Nationale des Caisses d'Epargne's merger with Banque Federale des Banques Populaires
-- Conflicts Committee of the Board of Directors of Magellan Midstream Holdings in Magellan Midstream's capital structure simplification
-- Clickair's merger with Vueling
-- Independent Directors of KKR Private Equity Investors in KKR Private Equity Investors' business combination with KKR
Among the pending, publicly announced M&A transactions on which Lazard advised in the third quarter, continued to advise, or completed since September 30, 2009, are the following:
-- BHP Billiton's $58.0 billion Western Australian iron ore production joint venture with Rio Tinto
-- Kraft Foods' GBP 10.2 billion proposed combination with Cadbury
-- Acciona's EUR11.1 billion sale of its 25% stake in Endesa to ENEL
-- Barclays' $13.5 billion sale of the Barclays Global Investors business to BlackRock
-- Cisco's NOK 17.2 billion acquisition of Tandberg
-- Anheuser-Busch InBev's up to $3.0 billion sale of its Central European operations to CVC
-- Anheuser-Busch InBev's up to $2.7 billion sale of Busch Entertainment to Blackstone
-- Resolution's GBP 1.9 billion acquisition of Friends Provident
-- Nortel's $1.13 billion sale of its CDMA Business and LTE Access assets to Ericsson
-- Nortel's $915 million sale of its Enterprise Solutions Business to Avaya
-- Onyx Pharmaceuticals' up to $851 million acquisition of Proteolix
-- Amazon.com's $807 million acquisition of Zappos.com
-- Telefonica's EUR400 million sale of its 32% stake in Medi Telecom (Meditel)
-- Anheuser-Busch InBev's $577 million sale of four metal beverage container manufacturing plants to Ball
-- Nortel's $521 million sale of its Optical Networking and Carrier Ethernet businesses to Ciena
-- Capmark Financial Group's $490 million potential sale of its North American Servicing and Mortgage Banking businesses to Berkadia
-- Employee Representatives of Volkswagen Supervisory Board in Volkswagen's approved comprehensive agreement for an integrated automotive group with Porsche
-- Veolia Environnement in the merger of its Veolia Transport division with Transdev
-- Pfizer's agreement with GlaxoSmithKline to create a world-leading, specialist HIV company
-- Ministry of Finance of the Republic of Estonia's sale of its 27% stake in Eesti Telekom to TeliaSonera
-- Mid Europa Partners' acquisition of a majority stake in Invitel
Restructuring
Restructuring operating revenue was a quarterly record of $119.1 million for the third quarter, compared to $23.9 million for the third quarter of 2008 and to $93.2 million for the second quarter of 2009. Restructuring operating revenue was a first nine-month record of $273.3 million, compared to $72.1 million for the first nine months of 2008. Restructuring operating revenue includes an increased level of restructuring advisory activity in the U.S. and Europe as well as fees for advising on distressed asset sales.
Over the past decade, Lazard's global restructuring team, paired with its M&A industry specialist bankers, has advised on more than 450 restructurings worldwide, with an aggregate value over $1 trillion. The firm has been recognized as having the world's leading restructuring group, including receiving numerous awards since 2003, such as Euromoney's "Best Global Corporate Restructuring House" for 2009.
During the first nine months of 2009, Lazard has advised on over 125 restructuring assignments worldwide, of which over 80 are currently active. The majority of assignments during 2009 have been non-bankruptcy related. We have advised debtors or creditors on 21 of the top 30 Chapter 11 bankruptcies during the past 12 months, which include nine out of the top 10 filed in 2009.
Some of the notable recent assignments publicly announced during or since the third quarter include our retention to advise Capmark Financial, Cooper-Standard, Dura Automotive, MIG Inc., Station Casinos and True Temper on their Chapter 11 bankruptcies.
Among Chapter 11 bankruptcies on which Lazard advised debtors or creditors during or since the third quarter of 2009, are:
-- Automotive: Cooper-Standard, Dura Automotive, Hayes-Lemmerz
-- Chemicals: Chemtura, Lyondell
-- Consumer Goods: Eddie Bauer, True Temper
-- Gaming, Entertainment and Hospitality: Midway Games, Station Casinos, Tropicana Entertainment, Trump Entertainment Resorts, Twin River Casino
-- Professional/Financial Services: BearingPoint, Lehman Brothers
-- Real Estate/Property Development: Capmark Financial, Crescent Resources, Extended Stay Hotels, LandSource, Tarragon, TOUSA, WCI Communities
-- Technology/Media/Telecom: Charter Communications, Citadel Broadcasting Group, Hawaiian Telcom, Journal Register, MIG Inc., Nortel, Tribune Co., R.H. Donnelley
-- Other industries: AbitibiBowater, Pilgrim's Pride, Smurfit-Stone Container, Spectrum Brands
Among other publicly announced restructuring and debt advisory assignments on which Lazard has advised during or since the third quarter of 2009, are:
-- Alliance Bank (Kazakhstan) on the restructuring of its existing debt obligations
-- Bavaria Yachtbau on its debt restructuring
-- Belvedere -- advising the FRN noteholder committee
-- Cemex on its debt restructuring
-- Evraz on concurrent convertible bond and equity offerings
-- Ferretti -- advised the senior and second lien creditor coordinating committee in the company's restructuring
-- Global Garden Products -- advising the steering committee of senior lenders in the company's restructuring
-- Gamma Holding on the negotiation of improved financing terms
-- Honsel -- advised the senior creditor committee in the company's restructuring
-- INEOS on its covenant negotiations
-- JJB Sports on its proposed GBP 100 million equity offering
-- La Rinascente and UPIM on their debt restructuring
-- Kellwood on the successful completion of its bond exchange
-- Manitou on the renegotiation of its debt financing terms
-- Monier -- advised the consortium of Apollo, TowerBrook and York Capital on the company's creditor-led restructuring
-- Morris Publishing in evaluating its strategic options regarding the company's existing capital structure
-- Republic of Cote d'Ivoire -- advised the Ministry of Finance on the restructuring of the Republic's Brady bonds
-- Rhone Capital on its investment in Quiksilver
-- Saeco's board of directors on its financial restructuring and sale to Philips
-- Thomson -- advising US private placement noteholders in the company's restructuring
-- UAW in negotiating VEBA restructurings with GM, Ford and Chrysler
-- Verenium Corp. in evaluating alternatives with respect to its existing debt structure
-- Weather Investments on the tender offer and consent solicitation on the exchangeable bonds of Weather Capital Finance
Capital Markets and Other Advisory
Capital Markets and Other Advisory operating revenue was $16.4 million for the third quarter of 2009, compared to $15.3 million for the third quarter of 2008 and compared to $25.0 million for the second quarter of 2009. Capital Markets and Other Advisory operating revenue was $47.5 million for the first nine months of 2009, compared to $77.5 million for the first nine months of 2008. This decrease was due to a decline in the value of fund closings by our Private Fund Advisory Group as well as declines in Equity Capital Markets transactions and private placements.
Assignments in the third quarter of 2009 included advising CDC Software and A123 on their IPOs, and serving as sole advisor to Pier 1 Imports and Verenium on their convertible exchange transactions. We also recently advised on a number of PIPES, Registered Direct Offerings and other convertible and capital markets transactions for such clients as ARIAD Pharmaceuticals, Aquarius Platinum, Cyclacel Pharmaceuticals, Maurel & Prom, Onyx Pharmaceuticals, Orexigen Therapeutics and OXiGENE.
Asset Management
Asset Management operating revenue was $157.3 million for the third quarter of 2009, compared to $156.0 million for the 2008 third quarter and compared to $131.6 million for the second quarter of 2009. Asset Management operating revenue was $391.8 million for the first nine months of 2009, compared to $503.3 million for the first nine months of 2008.
Our Asset Management business provides investment management and advisory services to institutional clients, financial intermediaries, private clients and investment vehicles around the world. Our goal in our Asset Management business is to produce superior risk-adjusted investment returns and provide investment solutions customized for our clients. Asset Management includes the management of equity and fixed income securities as well as alternative investment and private equity funds. As of September 30, 2009, approximately 81% of Lazard's AUM was invested in equities and 15% in fixed income.
Asset Management operating revenue is derived from fees for investment management and advisory services. The main driver of Asset Management net revenue is the level of AUM, which is influenced by Lazard's investment performance, its ability to successfully attract and retain assets, the broader performance of the global equity markets and, to a lesser extent, fixed income markets.
Assets Under Management at the end of the third quarter of 2009 were $120.2 billion, representing a 23% increase from the level of assets under management of $98.0 billion at June 30, 2009, primarily due to market and foreign exchange appreciation of $15.3 billion as well as net inflows of $7.7 billion during the third quarter, offset by a net reduction of $0.8 billion from private equity business acquisitions and dispositions.
Average Assets Under Management were $109.1 billion for the third quarter of 2009, compared to $123.7 billion for the third quarter of 2008 and $89.6 billion for the second quarter of 2009. Average assets under management were $97.6 billion for the first nine months of 2009, compared to $130.8 billion for the first nine months of 2008.
Management fees were $133.4 million for the third quarter of 2009, compared to $145.3 million for the 2008 third quarter and compared to $107.1 million for the second quarter of 2009. Management fees were $334.0 million for the first nine months of 2009, compared to $460.4 million for the first nine months of 2008.
Incentive fees were $15.2 million and $33.8 million for the third quarter and first nine months of 2009, respectively, compared to $10.2 million and $18.6 million for the comparable periods in 2008. Incentive fees are recorded on the measurement date, which for most of our alternative strategies that are subject to incentive fees occurs in the fourth quarter.
Other Asset Management revenue was $8.8 million for the third quarter of 2009, compared to $0.5 million for the third quarter of 2008. The increase was due primarily to investment gains in the 2009 quarter versus investment losses in the 2008 period. Other Asset Management revenue was $24.0 million for the first nine months of 2009, compared to $24.2 million for the first nine months of 2008.
Corporate
Corporate operating revenue was $14.0 million for the third quarter of 2009, compared to $11.1 million for the third quarter of 2008, and was $34.6 million for the first nine months of 2009, compared to a negative $(2.4) million for the first nine months of 2008. Revenue for the 2009 first nine months primarily represents investment gains and returns on average cash balances. In the 2008 first nine months, the negative revenue was due to markdowns in our portfolios of debt and equity securities, which occurred during the first quarter of 2008 and which offset other investment gains.
Expenses
Compensation and Benefits
Compensation and benefits expense increased 7% to $250.9 million for the third quarter of 2009, compared to adjusted expense of $235.2 million for the third quarter of 2008, and decreased 2% to $693.7 million for the first nine months of 2009, compared to adjusted expense of $708.8 million for the first nine months of 2008. The 2008 amounts exclude compensation expense of $197.6 million related to the LAM Equity charge. The ratio of compensation and benefits expense to operating revenue decreased from the 2009 six-month ratio of 65.9% to 62.9% for the first nine months of 2009, resulting in a ratio of 58.2% in the third quarter of 2009. In 2008, the ratio for the first nine months was 55.7%, resulting in a ratio of 53.8% in the third quarter of 2008, in each case excluding the effect of the LAM Equity charge.
Our compensation ratio for the first nine months of 2009 is not necessarily representative of the ratio for the full year. The timing of our actual operating revenue during the year will impact the compensation ratio for each quarter. The ratio may also be impacted in the short term by our accelerated global senior-level hiring initiative and competitive considerations. Our plan is for compensation expenses to usually be below 57.5% of operating revenue in any year and to average below 57.5% over time in our existing businesses. As in the first nine months of 2009, this ratio may rise above 57.5% during periods of significant revenue decline.
Compensation and benefits expense includes the amortization of restricted stock unit and deferred cash incentive awards. This amortization is determined on a straight-line basis over the vesting periods and not on the basis of revenue recognition, and amounted to $88.4 million and $258.6 million in the third quarter and first nine months of 2009, respectively, compared to $68.5 million and $180.8 million in the respective 2008 periods.
Non-Compensation
Non-compensation expense decreased 17% to $87.6 million for the third quarter of 2009, compared to $105.8 million for the third quarter of 2008, and decreased 20% to $240.1 million for the first nine months of 2009, compared to $301.9 million for the first nine months of 2008. The 2008 amounts exclude transaction costs related to the LAM Equity charge. Non-compensation expense includes amortization of intangibles related to acquisitions of $2.0 million and $2.7 million in the third quarter and first nine months of 2009, respectively, compared to $0.5 million and $4.3 million in the third quarter and first nine months of 2008, respectively. Non-compensation expense in the third quarter and first nine months of 2008 also includes a special provision for counterparty defaults of $12.4 million relating primarily to the bankruptcy filing of one of our prime brokers.
The ratio of non-compensation expense to operating revenue was lower in both the third quarter and first nine months of 2009, compared to the corresponding 2008 periods. The ratio of non-compensation expenses to operating revenue, excluding such amortization, and in 2008 the special provision and the LAM Equity charge-related transaction costs, was 19.8% and 21.5% in the third quarter and first nine months of 2009, respectively, compared to 21.2% and 22.4% in the respective 2008 periods. Factors contributing to the 2009 decreases, in addition to the provisions and transaction costs noted above, include lower spending for travel and other business development expenses, consulting and recruiting fees as well as the strengthening of the U. S. dollar versus foreign currencies.
The percentage of non-compensation expenses to operating revenue can vary from quarter to quarter due to quarterly fluctuation in revenues, among other things. Accordingly, the results in a particular quarter may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison.
Provision for Income Taxes
The provision for income taxes, on a fully exchanged basis, was $18.6 million for the third quarter of 2009, compared to $18.2 million for the third quarter of 2008 (excluding the effect of the LAM Equity charge), and was $34.7 million for the first nine months of 2009 (excluding the effect of the first quarter restructuring charge), compared to $45.1 million for the first nine months of 2008, (excluding the LAM related charge). The effective tax rate on the same basis for the third quarter and first nine months of 2009 was 26.2% and 34.5%, respectively, compared to 25% for the corresponding 2008 periods, exclusive of noncontrolling interests.
Noncontrolling interests
Net income (loss) attributable to noncontrolling interests, on a fully exchanged basis, amounted to $2.0 million and $(8.2) million for the third quarter of 2009 and 2008, respectively, and $1.2 million and $(9.8) million for the first nine months of 2009 and 2008, respectively. Noncontrolling interests, on a fully exchanged basis, represents interests that the Company is deemed to control but not own in (i) various LAM-related general partnerships and (ii) in Edgewater management vehicles acquired during the third quarter of 2009.
Liquidity and Capital Resources
Lazard continues to maintain a strong liquidity position with over $1 billion at September 30, 2009, in cash, US Government and agency securities, and marketable equity securities.
At September 30, 2009, total stockholders' equity related to Lazard's interests was $427.7 million, which includes positive adjustments to total Accumulated Other Comprehensive Loss during the first nine months of 2009, due primarily to (i) net foreign currency translation adjustments of $48.1 million, and (ii) net unrealized gains of $17.5 million related to securities designated as available for sale.
During the third quarter of 2009, current and former Lazard Managing Directors who held LAZ-MD Holdings exchangeable interests and/or Class A common stock (the "Selling Shareholders") sold 5,215,921 shares of Lazard Ltd Class A common stock. Lazard did not receive any proceeds from such sales. During the third quarter of 2009, Lazard repurchased 431,301 Lazard Group membership interests for an aggregate consideration of $11.5 million. Lazard's remaining share repurchase authorization at September 30, 2009, was $62.5 million. At September 30, 2009, current and former Lazard Managing Directors and employees owned approximately 50% of Lazard Ltd, assuming full vesting of their Restricted Stock Units and including exchangeable interests and Class A shares that they own.
Strategic Business Developments
During the first nine months of 2009, Lazard continued to invest in both its Financial Advisory and Asset Management businesses. These investments support the firm's ongoing five-year strategy to create growth opportunities.
-- We have continued to accelerate our major global hiring initiative at the senior level across our businesses. During the third quarter, we hired a number of senior professionals in our Financial Advisory business, including in global retail and capital markets advisory, in addition to hires made earlier in the year in telecommunications, oil and gas, European industrials, healthcare, financial institutions, consumer and retail in the US Middle Market, as well as M&A in Australia. During the year we also have added senior hires in debt advisory in France and Benelux, restructuring in the US, financial institutions and global healthcare advisory in the UK, and financial and capital structure advisory in Germany.
-- In July 2009, we established a Chicago-based private equity business with The Edgewater Funds, a Chicago-based private equity firm, through the acquisition of The Edgewater Funds' management vehicles. Edgewater, which continues to be managed by its current leadership team who retains a substantial economic interest, is focused on growth-oriented investments and buyouts in the US middle market. The addition of Edgewater has brought a nationally prominent middle market private equity management business to Lazard and serves as an enhancement to our expanding effort in Chicago, the highly active base for our Financial Advisory business in the Midwest.
Subsequent Event
On October 14, 2009, Lazard Ltd announced that its Chairman and Chief Executive Officer Bruce Wasserstein had passed away unexpectedly. In accordance with the provision of the Company's 2005 Equity Incentive Plan, restricted stock unit awards previously granted will vest on the 30th day following his death. As a result, the Company will record a pre-tax charge to compensation and benefits expense in the fourth quarter of 2009 of approximately $86.5 million, representing the unamortized expense related to those awards.
U.S. GAAP Financial Information
The following table presents selected financial results for the third quarter and first nine months of 2009, compared to the third quarter and first nine months of 2008 on a U.S. GAAP basis, which are before exchange of exchangeable interests. The results for the first nine months of 2009 include the effect of the first quarter pre-tax restructuring charge, and for both 2008 periods include the LAM Equity charge.
Three Months Nine Months
Ended September 30, Ended September 30,
2009 2008 2009 2008
($ in millions, except per share data)
Operating income (loss) $ 73.2 $ (134.7 ) $39.3 $ (29.0 )
Net income (loss) attributable to Lazard $ 37.4 $ (77.0 ) $12.1 $ (34.8 )
Ltd
Net income (loss) per share - diluted $ 0.41 $ (1.17 ) $0.16 $ (0.61 )
Non-GAAP Information
Lazard discloses certain non-GAAP financial information, which management believes provides the most meaningful basis for comparison among present, historical and future periods. The following are non-GAAP measures used in the accompanying financial information:
-- Net income (loss) attributable to Lazard Ltd, assuming full exchange of exchangeable interests (or fully exchanged basis)
-- Operating revenue
-- Noncontrolling interests assuming full exchange of exchangeable interests
-- Provisions for income taxes on a fully exchanged basis
-- Net income (loss) attributable to LAZ-MD
-- Net income (loss) attributable to other noncontrolling interests
-- Net income (loss) and related amount per share (diluted), assuming full exchange of exchangeable interests and excluding the 2009 first-quarter restructuring expense
A reconciliation of non-U.S. GAAP financial information is presented on page 16 of this press release.
Additional financial, statistical and business-related information is included in a financial supplement. This earnings release, the financial supplement and selected transaction information will be available today on our website at www.lazard.com.
Lazard, one of the world's preeminent financial advisory and asset management firms, operates from 39 cities across 24 countries in North America, Europe, Asia, Australia, Central and South America. With origins dating back to 1848, the firm provides advice on mergers and acquisitions, strategic matters, restructuring and capital structure, capital raising and corporate finance, as well as asset management services to corporations, partnerships, institutions, governments and individuals. For more information on Lazard, please visit www.lazard.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "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" or "continue", and the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts but instead represent only our belief regarding future results, many of which, by their nature, are inherently uncertain and outside of our control. 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 these forward-looking statements.
These factors include, but are not limited to, those discussed in our Annual Report on Form 10-K under Item 1A "Risk Factors," and also disclosed from time to time in reports on Forms 10-Q and 8-K including the following:
-- A decline in general economic conditions or the global financial markets;
-- 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.
Lazard Ltd is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, Lazard and its operating companies use their websites to convey information about their businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of assets under management in various hedge funds and mutual funds and other investment products managed by Lazard Asset Management LLC and its subsidiaries. Monthly updates of these funds will be posted to the Lazard Asset Management website (www.lazardnet.com) on the third business day following the end of each month. Investors can link to Lazard and its operating company websites through www.lazard.com.
(a) Refers to the full conversion of all outstanding exchangeable interests held by the members of LAZ-MD Holdings and is a non-GAAP measure. (b) Excludes a $62.6 million pre-tax restructuring charge during the first quarter of 2009 as a result of staff reductions and realignments. (c) Refers to net income or loss attributable to Lazard Ltd.
(d) Refers to the one-time, after-tax LAM Equity charge for the first nine months and third quarter of 2008 of $192.1 million for compensation expense and transaction costs in connection with the firm's purchase of all outstanding Lazard Asset Management (LAM) equity units.
LAZARD LTD
OPERATING REVENUE
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2009 2008 % Change 2009 2008 % Change
($ in thousands)
Financial Advisory
M&A and Strategic Advisory $ 124,691 $ 230,890 (46 %) $ 356,020 $ 621,982 (43 %)
Restructuring 119,101 23,944 397 % 273,261 72,148 279 %
Capital Markets & Other Advisory 16,390 15,349 7 % 47,489 77,475 (39 %)
Total 260,182 270,183 (4 %) 676,770 771,605 (12 %)
Asset Management
Management Fees 133,377 145,332 (8 %) 334,000 460,449 (27 %)
Incentive Fees 15,202 10,179 49 % 33,807 18,608 82 %
Other Revenue 8,769 536 NM 24,042 24,249 (1 %)
Total 157,348 156,047 1 % 391,849 503,306 (22 %)
Core Operating Business Revenue (a) 417,530 426,230 (2 %) 1,068,619 1,274,911 (16 %)
Corporate 13,953 11,076 26 % 34,616 (2,363 ) NM
Operating Revenue (b) 431,483 437,306 (1 %) 1,103,235 1,272,548 (13 %)
Revenue/(loss) related to noncontrolling interests (c) 3,716 (8,161 ) - 2,903 (9,771 ) -
Other Interest Expense (23,484 ) (23,325 ) - (70,403 ) (81,490 ) -
Net Revenue $ 411,715 $ 405,820 1 % $ 1,035,735 $ 1,181,287 (12 %)
(a) Core operating business revenue includes the results of Financial Advisory and Asset Management businesses and excludes the results of Corporate. (b) Operating revenue excludes interest expense relating to financing activities and revenue/(loss) relating to noncontrolling interests, each of which are included in net revenue. (c) Represents the revenues related to noncontrolling interests other than LAZ-MD in which the company has no economic interest. NM - Not meaningful
LAZARD LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 % Change 2009 2008 % Change
($ in thousands, except per share data)
Total revenue (a) $ 434,558 $ 447,625 (3 %) $ 1,113,956 $ 1,301,731 (14 %)
LFB interest expense (3,075 ) (10,319 ) (10,721 ) (29,183 )
Operating revenue 431,483 437,306 (1 %) 1,103,235 1,272,548 (13 %)
Revenue/(loss) related to noncontrolling interests 3,716 (8,161 ) 2,903 (9,771 )
Other interest expense (23,484 ) (23,325 ) (70,403 ) (81,490 )
Net revenue 411,715 405,820 1 % 1,035,735 1,181,287 (12 %)
Operating expenses:
Compensation and benefits 250,914 432,777 (42 %) 693,725 906,359 (23 %)
Occupancy and equipment 23,690 22,872 63,774 74,643
Marketing and business development 14,070 18,368 43,311 64,052
Technology and information services 17,592 17,683 49,670 51,013
Professional services 11,823 16,017 31,883 45,521
Fund administration and outsourced services 10,272 8,569 26,075 21,712
Amortization of intangible assets related to acquisitions 2,032 507 2,720 4,252
Other 8,157 23,740 22,685 42,688
Total non-compensation expense 87,636 107,756 (19 %) 240,118 303,881 (21 %)
Restructuring expense (b) - - 62,550 -
Operating expenses 338,550 540,533 (37 %) 996,393 1,210,240 (18 %)
Operating income (loss) 73,165 (134,713 ) NM 39,342 (28,953 ) NM
Provision for income taxes 19,968 8,304 NM 29,312 31,254 (6 %)
Net income (loss) 53,197 (143,017 ) NM 10,030 (60,207 ) NM
Net income (loss) attributable to LAZ-MD 13,749 (57,899 ) (3,297 ) (15,596 )
Net income (loss) attributable to other noncontrolling interests 2,030 (8,161 ) 1,218 (9,770 )
Net income (loss) attributable to Lazard Ltd $ 37,418 ($76,957 ) NM $ 12,109 ($34,841 ) NM
Attributable to Lazard Ltd Common Stockholders:
Weighted average shares outstanding (c):
Basic 80,756,718 66,002,049 22 % 75,278,905 57,466,364 31 %
Diluted 131,468,085 66,002,049 99 % 75,278,905 57,466,364 31 %
Net income (loss) per share:
Basic $ 0.47 ($1.17 ) NM $ 0.16 ($0.61 ) NM
Diluted $ 0.41 ($1.17 ) NM $ 0.16 ($0.61 ) NM
Supplemental Information Assuming Full Exchange of Exchangeable
Interests and excluding Special Items (d):
Compensation and benefits excluding special items $ 250,914 $ 235,227 7 % $ 693,725 $ 708,809 (2 %)
Non-compensation expense excluding special items $ 87,636 $ 105,756 (17 %) $ 240,118 $ 301,881 (20 %)
Operating income excluding special items $ 73,165 $ 64,837 13 % $ 101,892 $ 170,597 (40 %)
Net income attributable to Lazard Ltd assuming full
exchange
of exchangeable interests and excluding
special items
$ 52,487 $ 54,750 (4 %) $ 65,941 $ 135,276 (51 %)
Attributable to Lazard Ltd Common Stockholders:
Weighted average shares outstanding, assuming full
exchange of exchangeable interests and excluding
special items (e):
Basic 114,664,437 116,930,261 (2 %) 115,478,681 110,899,038 4 %
Diluted 131,468,085 127,714,880 3 % 123,400,695 121,607,858 1 %
Net income per share - assuming full exchange
of exchangeable interests and excluding
special items:
Basic $ 0.46 $ 0.47 (2 %) $ 0.57 $ 1.22 (53 %)
Diluted $ 0.41 $ 0.44 (7 %) $ 0.53 $ 1.15 (54 %)
Ratio of compensation to operating revenue (f) 58.2 % 53.8 % 62.9 % 55.7 %
Ratio of non-compensation to operating revenue (g) 19.8 % 21.2 % 21.5 % 22.4 %
See Notes to Unaudited Condensed Consolidated Statements of
Operations
LAZARD LTD
Notes to Unaudited Condensed Consolidated Statements of
Operations
(a) Excludes revenue/(loss) related to noncontrolling interests.
(b) Expenses related to severance, benefits and other charges in the
three month period ended March 31, 2009 in connection with the
reduction and realignment of staff.
(c) See "Reconciliation of Shares Outstanding and Basic & Diluted Net
Income (Loss) Per Share".
(d) For the nine month period ended September 30, 2009 excludes the
expenses related to the reduction and realignment of staff noted in
(b) above. For the three and nine month periods ended September 30,
2008 excludes the charge consisting of $197,550 and $2,000 recorded
to compensation and benefits expense and to non-compensation
expense, respectively, in connection with the company's purchase of
all outstanding LAM Equity units held by certain current and former
MDs and employees of LAM ("LAM Equity Charge").
(e) Represents a reversal of noncontrolling interests related to LAZ-MD
Holdings' ownership of Lazard Group common membership interests net
of an adjustment for Lazard Ltd entity-level taxes to effect a full
exchange of interests as of January 1, 2008 and excluding the items
noted in (d) above (see "Reconciliation of US GAAP to Full Exchange
Results Excluding Restructuring Expense and the LAM Equity Charge").
(f) For the three and nine month periods ended September 30, 2008,
excludes the $197,550 charge noted in (d) above.
(g) Excludes the amortization of intangible assets related to
acquisitions and for the three and nine month periods ended
September 30, 2008 excludes the $2,000 charge noted in (d) above and
$12,368 provisions for losses from counterparty defaults related to
the bankruptcy filing of one of our prime brokers.
NM Not meaningful
LAZARD LTD
RECONCILIATION OF US GAAP RESULTS TO FULL EXCHANGE EXCLUDING
SPECIAL ITEMS (a)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands, except per share data)
2009 2008 2009 2008
Net income (loss) attributable to Lazard Ltd $ 37,418 ($76,957 ) $ 12,109 ($34,841 )
Adjustment to exclude special items (a):
Restructuring expense - - 62,550 -
Compensation and benefits - 197,550 - 197,550
Non-compensation expense - 2,000 - 2,000
Provision (benefit) for income taxes - (7,427 ) (6,401 ) (7,427 )
Net income (loss) attributable to LAZ-MD - (83,495 ) (21,075 ) (83,495 )
Net income attributable to Lazard Ltd excluding
special items $ 37,418 $ 31,671 $ 47,183 $ 73,787
Adjustment for full exchange of exchangeable interests (b):
Tax adjustment for full exchange 1,320 (2,517 ) 980 (6,410 )
Amount attributable to LAZ-MD 13,749 25,596 17,778 67,899
Net income attributable to Lazard Ltd excluding
special items and assuming full exchange
of exchangeable interests $ 52,487 $ 54,750 $ 65,941 $ 135,276
Diluted net income per share (c):
Net income (loss) attributable to Lazard Ltd $ 0.41 ($1.17 ) $ 0.16 ($0.61 )
Net income assuming full exchange of exchangeable interests
and excluding special items $ 0.41 $ 0.44 $ 0.53 $ 1.15
(a) Special items consist of the restructuring expense related to severance, benefits and other charges in the three month period ended March 31, 2009 in connection with the reduction and realignment of staff and $197,550 and $2,000 recorded to compensation and benefits expense and to non-compensation expense, respectively, in the three month period ended September 30, 2008 in connection with the company's purchase of all outstanding LAM Equity units held by certain current and former MDs and employees of LAM. (b) Represents a reversal of noncontrolling interests related to LAZ-MD Holdings' ownership of Lazard Group common membership interests to effect a full exchange of interests as of January 1, 2008 and an adjustment to the Lazard Ltd tax provision to effect a full exchange of LAZ-MD Holdings' ownership of Lazard Group common membership interests. (c) See "Reconciliation of Shares Outstanding and Basic & Diluted Net Income Per Share".
LAZARD LTD
UNAUDITED CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL CONDITION
( $ in thousands)
September 30, December 31,
2009 2008
ASSETS
Cash and cash equivalents $ 795,074 $ 909,707
Cash deposited with clearing organizations and other segregated cash 19,678 14,583
Receivables 525,737 712,526
Investments (a)
Debt:
U.S. Government and agencies 147,591 -
Other 336,837 333,070
484,428 333,070
Equity 80,269 71,105
Other 272,549 215,792
837,246 619,967
Goodwill and other intangible assets 311,705 175,144
Other assets 410,148 431,004
Total Assets $ 2,899,588 $ 2,862,931
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Deposits and other customer payables $ 286,580 $ 541,784
Accrued compensation and benefits 191,947 203,750
Senior debt 1,086,850 1,087,750
Other liabilities 559,618 567,895
Subordinated debt 150,000 150,000
Total liabilities 2,274,995 2,551,179
Commitments and contingencies
Stockholders' equity
Preferred stock, par value $.01 per share:
Series A - -
Series B - -
Common stock, par value $.01 per share:
Class A 922 763
Class B - -
Additional paid-in capital 585,246 429,694
Accumulated other comprehensive loss, net of tax (26,501 ) (79,435 )
Retained earnings 205,483 221,410
765,150 572,432
Less: Class A common stock held by a subsidiary, at cost (337,480 ) (321,852 )
Total Lazard Ltd stockholders' equity 427,670 250,580
Noncontrolling interests 196,923 61,172
Total stockholders' equity (b) 624,593 311,752
Total liabilities and stockholders' equity $ 2,899,588 $ 2,862,931
(a) At fair value, with the exception of $211,493 and $75,695 of investments at September 30, 2009 and December 31, 2008, respectively, at amortized cost or equity method. (b) Effective January 1, 2009 in accordance with SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements" noncontrolling interests are reported within Stockholders' Equity.
LAZARD LTD
SELECTED QUARTERLY OPERATING RESULTS
(unaudited)
Three Months Ended
Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30,
2009 2009 2009 (a) 2008 2008 (b) 2008 2008 2007 2007
($ in thousands, except per share data)
Financial Advisory
M&A and Strategic Advisory $ 124,691 $ 134,855 $ 96,474 $ 192,678 $ 230,890 $ 225,108 $ 165,984 $ 313,622 $ 295,401
Restructuring 119,101 93,231 60,929 47,135 23,944 32,666 15,538 32,321 56,161
Capital Markets & Other Advisory 16,390 25,005 6,094 12,542 15,349 31,220 30,906 47,190 28,255
Total 260,182 253,091 163,497 252,355 270,183 288,994 212,428 393,133 379,817
Asset Management
Management Fees 133,377 107,123 93,500 107,987 145,332 157,108 158,009 165,432 157,424
Incentive Fees 15,202 13,170 5,435 For full details on Lazard Ltd (LAZ) click here. Lazard Ltd (LAZ) has Short Term PowerRatings of 7. Details on Lazard Ltd (LAZ) Short Term PowerRatings is available at This Link.
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