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Stockholders' Equity and Redeemable Noncontrolling Interests
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Stockholders' Equity and Redeemable Noncontrolling Interests

11.

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Share Repurchase Program—Since 2021 and through the three month period ended March 31, 2023, the Board of Directors of Lazard authorized the repurchase of Lazard Ltd Class A common stock (“common stock”), the only class of common stock of Lazard outstanding as set forth in the table below:

 

Date

 

Repurchase

Authorization

 

 

Expiration

April 2021

 

$

300,000

 

 

December 31, 2022

February 2022

 

$

300,000

 

 

December 31, 2024

July 2022

 

$

500,000

 

 

December 31, 2024

 

The Company expects that the share repurchase program will continue to be used to offset a portion of the shares that have been or will be issued under the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”) and the Lazard Ltd 2018 Incentive Compensation Plan, as amended (the “2018 Plan”). Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions. The rate at which the Company purchases shares in connection with the share repurchase program may vary from period to period due to a variety of factors. Purchases with respect to such program are set forth in the table below:

 

Three Months Ended March 31:

 

Number of

Shares

Purchased

 

 

Average

Price Per

Share

 

2022

 

 

4,717,821

 

 

$

37.26

 

2023

 

 

2,692,161

 

 

$

36.75

 

 

During the three month periods ended March 31, 2023 and 2022, certain of our executive officers received common stock in connection with the vesting or settlement of previously-granted deferred equity incentive awards. The vesting or settlement of such equity awards gave rise to a tax payable by the executive officers, and, consistent with our past practice, the Company purchased shares of common stock from certain of our executive officers equal in value to all or a portion of the estimated amount of such tax. In addition, during the three month period ended March 31, 2023, the Company purchased shares of common stock from certain of our executive officers. There were no such purchases (other than for taxes) during the three month period ended March 31, 2022. The aggregate value of all such purchases during the three month periods ended March 31, 2023 and 2022 was approximately $11,100 and $11,500, respectively. Such shares of common stock are reported at cost.

As of March 31, 2023, a total of $203,220 of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, which authorization will expire on December 31, 2024.

During the three month period ended March 31, 2023, Lazard Ltd had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which it effected stock repurchases in the open market.

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 and were each non-participating securities convertible into common stock, and had no voting or dividend rights. As of both March 31, 2023 and December 31, 2022, no shares of Series A or Series B preferred stock were outstanding.

Accumulated Other Comprehensive Income (Loss) (“AOCI”), Net of Tax—The tables below reflect the balances of each component of AOCI at March 31, 2023 and 2022 and activity during the three month periods then ended:

 

 

 

 

Three Months Ended March 31, 2023

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Ltd

AOCI

 

Balance, January 1, 2023

 

$

(156,924

)

 

$

(138,930

)

 

$

(295,854

)

 

$

-

 

 

$

(295,854

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

14,539

 

 

 

(2,801

)

 

 

11,738

 

 

 

1

 

 

 

11,737

 

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

1,160

 

 

 

1,160

 

 

 

-

 

 

 

1,160

 

Net other comprehensive income (loss)

 

 

14,539

 

 

 

(1,641

)

 

 

12,898

 

 

 

1

 

 

 

12,897

 

Balance, March 31, 2023

 

$

(142,385

)

 

$

(140,571

)

 

$

(282,956

)

 

$

1

 

 

$

(282,957

)

 

 

 

 

Three Months Ended March 31, 2022

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Ltd

AOCI

 

Balance, January 1, 2022

 

$

(92,178

)

 

$

(131,669

)

 

$

(223,847

)

 

$

-

 

 

$

(223,847

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

(18,068

)

 

 

3,439

 

 

 

(14,629

)

 

 

(1

)

 

 

(14,628

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

849

 

 

 

849

 

 

 

-

 

 

 

849

 

Net other comprehensive income (loss)

 

 

(18,068

)

 

 

4,288

 

 

 

(13,780

)

 

 

(1

)

 

 

(13,779

)

Balance, March 31, 2022

 

$

(110,246

)

 

$

(127,381

)

 

$

(237,627

)

 

$

(1

)

 

$

(237,626

)

 

 

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month periods ended March 31, 2023 and 2022:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2023

 

 

2022

 

Employee benefit plans:

 

 

 

 

 

 

 

 

Amortization relating to employee benefit plans (a)

 

$

1,536

 

 

$

1,116

 

Less - related income taxes

 

 

376

 

 

 

267

 

Total reclassifications, net of tax

 

$

1,160

 

 

$

849

 

 

 

(a)

Included in the computation of net periodic benefit cost (see Note 13). Such amounts are included in “operating expenses—other” on the condensed consolidated statements of operations.

Noncontrolling Interests—Noncontrolling interests principally represent (i) interests held in Edgewater’s management vehicles that the Company is deemed to control, but does not own, (ii) profits interest participation rights (see Note 12), (iii) LGAC interests (see Note 1) and (iv) consolidated VIE interests held by employees (see Note 19).

The tables below summarize net income (loss) attributable to noncontrolling interests for the three month periods ended March 31, 2023 and 2022 and noncontrolling interests as of March 31, 2023 and December 31, 2022 in the Company’s condensed consolidated financial statements:

 

 

 

Net Income (Loss)

Attributable to Noncontrolling

Interests

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2023

 

 

2022

 

Edgewater

 

$

639

 

 

$

6,988

 

LFI Consolidated Funds

 

 

4,365

 

 

 

(2,751

)

LGAC

 

 

1,968

 

 

 

2,860

 

Other

 

 

1

 

 

 

2

 

Total

 

$

6,973

 

 

$

7,099

 

 

 

 

Noncontrolling Interests as of

 

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Edgewater

 

$

43,280

 

 

$

44,681

 

Profits interest participation rights

 

 

13,690

 

 

 

10,792

 

LFI Consolidated Funds

 

 

-

 

 

 

74,164

 

LGAC

 

 

-

 

 

 

(10,714

)

Other

 

 

13

 

 

 

13

 

Total

 

$

56,983

 

 

$

118,936

 

 

Redeemable Noncontrolling Interests—Redeemable noncontrolling interests principally represent LGAC interests as of December 31, 2022 (see Note 1) and consolidated VIE interests held by employees as of March 31, 2023 (see Note 19). Consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at the option of the holder for cash, are recorded on the Company’s condensed consolidated statements of financial position at redemption value and classified as temporary equity. Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.

Dividends Declared, April 26, 2023—On, April 26, 2023, the Board of Directors of Lazard declared a quarterly dividend of $0.50 per share on our common stock. The dividend is payable on May 19, 2023, to stockholders of record on May 8, 2023.