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Stockholders' Equity
9 Months Ended
Sep. 30, 2019
Equity [Abstract]  
Stockholders' Equity

13.

STOCKHOLDERS’ EQUITY

Share Repurchase Program—During the nine month period ended September 30, 2019 and since 2017, the Board of Directors of Lazard authorized the repurchase of Class A common stock as set forth in the table below:

 

Date

 

Repurchase

Authorization

 

 

Expiration

October 2017

 

$

200,000

 

 

December 31, 2019

April 2018

 

$

300,000

 

 

December 31, 2020

October 2018

 

$

300,000

 

 

December 31, 2020

February 2019

 

$

300,000

 

 

December 31, 2020

 

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 (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 quarter to quarter due to a variety of factors. Purchases with respect to such program are set forth in the table below:

 

Nine Months Ended September 30:

 

Number of

Shares

Purchased

 

 

Average

Price Per

Share

 

2018

 

 

5,797,789

 

 

$

52.88

 

2019

 

 

11,946,943

 

 

$

36.01

 

 

During the nine month periods ended September 30, 2019 and 2018, certain of our executive officers received Class A 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 Class A 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 nine month period ended September 30, 2018, the Company purchased shares of Class A common stock from certain of our executive officers. The aggregate value of all such purchases during the nine month periods ended September 30, 2019 and 2018 was approximately $14,600 and $16,400, respectively. Such shares of Class A common stock are reported at cost.

As of September 30, 2019, a total of $165,231 of share repurchase authorization remained available under the Company’s share repurchase program, all of which will expire on December 31, 2020.

In addition, on October 30, 2019, the Board of Directors of Lazard authorized the repurchase of up to $300,000 of additional shares of Class A common stock, which authorization will expire on December 31, 2021, bringing the total available share repurchase authorization as of October 30, 2019 to approximately $437,000.

During the nine month period ended September 30, 2019, the Company 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 Class A common stock, and had no voting or dividend rights. As of both September 30, 2019 and December 31, 2018, no shares of Series A or Series B preferred stock were outstanding.

Accumulated Other Comprehensive Income (Loss), Net of Tax—The tables below reflect the balances of each component of AOCI at September 30, 2019 and 2018 and activity during the three month and nine month periods then ended:

 

 

 

Three Months Ended September 30, 2019

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Ltd

AOCI

 

Balance, July 1, 2019

 

$

(133,410

)

 

$

(138,577

)

 

$

(271,987

)

 

$

(3

)

 

$

(271,984

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

(26,760

)

 

 

9,050

 

 

 

(17,710

)

 

 

1

 

 

 

(17,711

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

1,074

 

 

 

1,074

 

 

 

-

 

 

 

1,074

 

Net other comprehensive income (loss)

 

 

(26,760

)

 

 

10,124

 

 

 

(16,636

)

 

 

1

 

 

 

(16,637

)

Balance, September 30, 2019

 

$

(160,170

)

 

$

(128,453

)

 

$

(288,623

)

 

$

(2

)

 

$

(288,621

)

 

 

 

Nine Months Ended September 30, 2019

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Ltd

AOCI

 

Balance, January 1, 2019

 

$

(130,137

)

 

$

(143,683

)

 

$

(273,820

)

 

$

(2

)

 

$

(273,818

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

(30,033

)

 

 

11,911

 

 

 

(18,122

)

 

 

-

 

 

 

(18,122

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

3,319

 

 

 

3,319

 

 

 

-

 

 

 

3,319

 

Net other comprehensive income (loss)

 

 

(30,033

)

 

 

15,230

 

 

 

(14,803

)

 

 

-

 

 

 

(14,803

)

Balance, September 30, 2019

 

$

(160,170

)

 

$

(128,453

)

 

$

(288,623

)

 

$

(2

)

 

$

(288,621

)

 

 

 

Three Months Ended September 30, 2018

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Ltd

AOCI

 

Balance, July 1, 2018

 

$

(109,642

)

 

$

(143,859

)

 

$

(253,501

)

 

$

(2

)

 

$

(253,499

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

(8,676

)

 

 

863

 

 

 

(7,813

)

 

 

2

 

 

 

(7,815

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

949

 

 

 

949

 

 

 

-

 

 

 

949

 

Net other comprehensive income (loss)

 

 

(8,676

)

 

 

1,812

 

 

 

(6,864

)

 

 

2

 

 

 

(6,866

)

Balance, September 30, 2018

 

$

(118,318

)

 

$

(142,047

)

 

$

(260,365

)

 

$

-

 

 

$

(260,365

)

 

 

 

Nine Months Ended September 30, 2018

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Ltd

AOCI

 

Balance, January 1, 2018

 

$

(83,535

)

 

$

(148,984

)

 

$

(232,519

)

 

$

(1

)

 

$

(232,518

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

(34,783

)

 

 

4,149

 

 

 

(30,634

)

 

 

1

 

 

 

(30,635

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

2,788

 

 

 

2,788

 

 

 

-

 

 

 

2,788

 

Net other comprehensive income (loss)

 

 

(34,783

)

 

 

6,937

 

 

 

(27,846

)

 

 

1

 

 

 

(27,847

)

Balance, September 30, 2018

 

$

(118,318

)

 

$

(142,047

)

 

$

(260,365

)

 

$

-

 

 

$

(260,365

)

 

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month and nine month periods ended September 30, 2019 and 2018:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Amortization relating to employee benefit plans (a)

 

$

1,246

 

 

$

1,213

 

 

$

3,843

 

 

$

3,736

 

Less - related income taxes

 

 

172

 

 

 

264

 

 

 

524

 

 

 

948

 

Total reclassifications, net of tax

 

$

1,074

 

 

$

949

 

 

$

3,319

 

 

$

2,788

 

 

(a)

Included in the computation of net periodic benefit cost (see Note 15). Such amounts are included in “operating expensesother” 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 14) and (iii) consolidated VIE interests held by employees (see Note 22).

The tables below summarize net income attributable to noncontrolling interests for the three month and nine month periods ended September 30, 2019 and 2018 and noncontrolling interests as of September 30, 2019 and December 31, 2018 in the Company’s condensed consolidated financial statements:

 

 

 

Net Income

Attributable to Noncontrolling

Interests

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Edgewater

 

$

1,302

 

 

$

1,651

 

 

$

8,237

 

 

$

5,034

 

Consolidated VIEs

 

 

189

 

 

 

-

 

 

 

423

 

 

 

-

 

Other

 

 

1

 

 

 

-

 

 

 

2

 

 

 

2

 

Total

 

$

1,492

 

 

$

1,651

 

 

$

8,662

 

 

$

5,036

 

 

 

 

Noncontrolling Interests as of

 

 

 

September 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Edgewater

 

$

52,311

 

 

$

52,695

 

Profits interest participation rights

 

 

7,343

 

 

 

535

 

Consolidated VIEs

 

 

13,110

 

 

 

-

 

Other

 

 

15

 

 

 

12

 

Total

 

$

72,779

 

 

$

53,242

 

 

Dividends Declared, October 30, 2019—On October 30, 2019, the Board of Directors of Lazard declared a quarterly dividend of $0.47 per share on our Class A common stock. The dividend is payable on November 22, 2019, to stockholders of record on November 11, 2019.

Class A Common Stock Cancellation—On October 31, 2019, Lazard Group distributed to its managing members, which are subsidiaries of Lazard Ltd, 17,000,000 shares of Class A common stock that were held by Lazard Group. These shares were ultimately received by Lazard Ltd and cancelled. There was no impact on total stockholders' equity as a result of the share cancellation.