LAZARD The following discussion should be read in conjunction withLazard 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 endedDecember 31, 2020 (the "Form 10-K"). All references to "2021," "2020," "second quarter," "first half" or "the period" refer to, as the context requires, the three month and six month periods endedJune 30, 2021 and 2020.
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," "could," "would," "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, including with respect to
the current COVID-19 pandemic, 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 or regional
financial markets;
• a decline in our revenues, for example due to 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 and this Form 10-Q 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:
• financial goals, including ratios of compensation and benefits expense to
operating revenue;
• ability to deploy surplus cash through dividends, share repurchases and
debt repurchases;
• ability to offset stockholder dilution through share repurchases;
• possible or assumed future results of operations and operating cash flows;
• strategies and investment policies; • financing plans and the availability of short-term borrowing; • competitive position;
• future acquisitions, including the consideration to be paid and the timing
of consummation;
• potential growth opportunities available to our businesses;
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• potential impact of investments in our technology infrastructure and data
science capabilities;
• recruitment and retention of our managing directors and employees;
• potential levels of compensation expense, including awarded compensation
and benefits expense and adjusted compensation and benefits expense, and
non-compensation expense;
• potential operating performance, achievements, productivity improvements,
efficiency and cost reduction efforts;
• likelihood of success and impact of litigation;
• expected tax rates, including effective tax rates;
• changes in interest and tax rates;
• availability of certain tax benefits, including certain potential deductions;
• potential impact of certain events or circumstances on our financial
statements and operations, including the ongoing COVID-19 pandemic;
• changes in foreign currency exchange rates;
• expectations with respect to the economy, the securities markets, the
market for mergers, acquisitions, restructuring and other financial
advisory activity, the market for asset management activity and other
macroeconomic, regional and industry trends;
• effects of competition on our business; and
• impact of new or future legislation and regulation, including tax laws and
regulations, on our business.
The Company is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, the Company uses its website, its twitter account (twitter.com/Lazard) and other social media sites to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of AUM in our Asset Management business. Investors can link toLazard Ltd ,Lazard Group and their operating company websites through http://www.lazard.com. Our websites and social media sites and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-Q.
Business Summary
Lazard, one of the world's preeminent financial advisory and asset management firms, operates from 41 cities across 26 countries inNorth America ,Europe ,Asia ,Australia , Central andSouth America . With origins dating to 1848, we have long specialized in crafting solutions to the complex financial and strategic challenges of a diverse set of clients around the world, including corporations, governments, institutions, partnerships and individuals. Our primary business purpose is to serve our clients. Our deep roots in business centers around the world form a global network of relationships with key decision-makers in corporations, governments and investing institutions. This network is both a competitive strength and a powerful resource for Lazard and our clients. As a firm that competes on the quality of our advice, we have two fundamental assets: our people and our reputation. We operate in cyclical businesses across multiple geographies, industries and asset classes. In recent years, we have expanded our geographic reach, bolstered our industry expertise and continued to build in growth areas. Companies, government bodies and investors seek independent advice with a geographic perspective, deep understanding of capital structure, informed research and knowledge of global, regional and local economic conditions. We believe that our business model as an independent advisor will continue to create opportunities for us to attract new clients and key personnel. 39 --------------------------------------------------------------------------------
Our principal sources of revenue are derived from activities in the following 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 M&A, restructurings, capital
advisory, shareholder advisory, sovereign advisory, capital raising and
other strategic advisory matters, and
• Asset Management, which offers a broad range of global investment solutions
and investment management services in equity and fixed income strategies,
asset allocation 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, deferred tax assets, outstanding
indebtedness, certain contingent obligations, and assets and liabilities
associated with (i)
Our consolidated net revenue was derived from the following segments:
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020Financial Advisory 55 % 53 % 52 % 54 % Asset Management 44 45 48 48 Corporate 1 2 - (2 ) Total 100 % 100 % 100 % 100 % We also invest our own capital from time to time, generally alongside capital of qualified institutional and individual investors in alternative investments or private equity investments, and, since 2005, we have engaged in a number of alternative investments and private equity activities, including, historically, investments through (i) Edgewater, ourChicago -based private equity firm and (ii) a fund targeting significant noncontrolling-stake investments in established private companies. We also make investments to seed our Asset Management strategies.
Business Environment and Outlook
Economic and global financial market conditions can materially affect our
financial performance. As described above, our principal sources of revenue are
derived from activities in our Financial Advisory and Asset Management business
segments. As our Financial Advisory revenues are primarily dependent on the
successful completion of merger, acquisition, restructuring, capital raising or
similar transactions, and our Asset Management revenues are primarily driven by
the levels of AUM, weak economic and global financial market conditions can
result in a challenging business environment for M&A and capital-raising
activity as well as our Asset Management business, but may provide opportunities
for our restructuring business.
The global macroeconomic environment continues to strengthen. While the course
of the coronavirus ("COVID-19") pandemic remains uncertain, business conditions
in most of the developed world continue to improve. Governments and central
banks have taken extraordinary measures to support local economies and capital
markets, but the macroeconomic outlook remains uncertain while significant
health risks persist.
Our outlook with respect to our Financial Advisory and Asset Management businesses is described below.
• Financial Advisory-During a very active M&A market we are focused on serving
clients with our depth of expertise in capital structure, capital raising,
debt negotiations and restructuring and exchange offers. Announced M&A
transaction volumes have recovered due to liquid financial markets and a
strong economic recovery. We still expect there to be elevated uncertainty
in the near term due to the ongoing health crisis and a more stringent
regulatory market. However, fiscal and monetary stimulus in developed
countries and the rollout of vaccines globally have created heightened
levels of optimism and CEO confidence. The global scale and breadth of our
Financial Advisory business allows us to advise on a wide range of strategic
and restructuring transactions across a variety of industries. In addition,
we continue to invest in our Financial Advisory business by selectively
hiring talented senior professionals and continuing to focus on our M&A,
restructuring and other advisory services.
• Asset Management-In the short to intermediate term, we normally would expect
most investor demand to come through financial institutions, and from
defined benefit and defined contribution plans in developed economies
because of their sheer
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scope and size. However, continued uncertainties in capital markets arising
from the COVID-19 pandemic may negatively impact our business in a manner
that we cannot predict. Over the longer term, and depending upon local and
global market conditions, we would expect an increasing share of our AUM to
come from the developing economies around the globe, as their retirement
systems evolve and individual wealth is increasingly deployed in the
financial markets. Given our diversified investment platform and our ability
to provide investment solutions for a global mix of clients, we believe we
are positioned to benefit from opportunities across the asset management
industry despite the current challenges that markets have created for that
industry. We are continually developing new investment strategies thatextend our existing platforms and assessing potential product acquisitions
or other inorganic growth opportunities. Among other efforts, we have been
particularly focused on continuing to incorporate environmental, social and
corporate governance ("ESG") considerations, as appropriate, into our
investment research and launching strategies that use ESG and sustainability
factors to drive long-term investment returns. In addition to these new ESG
and sustainable strategies, recent examples of growth initiatives include
the following: various Quantitative Equity strategies, new convertible bond
strategies, thematically oriented strategies and a new long/short credit
strategy.
We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge continuously, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all potentially applicable 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. See Item 1A, "Risk Factors" in our Form 10-K. Furthermore, net income and revenue in any period may not be indicative of full-year results or the results of any other period and may vary significantly from year to year and quarter to quarter. Overall, we continue to focus on the development of our business, including the generation of stable revenue growth, earnings growth and shareholder returns, the evaluation of potential growth opportunities, the investment in new technology to support the development of existing and new business opportunities, the prudent management of our costs and expenses, the efficient use of our assets and the return of capital to our shareholders.
Certain market data with respect to our Financial Advisory and Asset Management businesses is included below.
Financial Advisory
As reflected in the following table, which sets forth global M&A industry statistics, the value of all completed transactions, including the subset of completed transactions involving values greater than$500 million , increased in the first half of 2021 as compared to 2020. With respect to announced M&A transactions, the value and number of all transactions, including the subset of announced transactions involving values greater than$500 million , increased in the first half of 2021 as compared to 2020. Three Months Ended Six Months Ended June 30, June 30, % % 2021 2020 Incr / (Decr) 2021 2020 Incr / (Decr) ($ in billions) Completed M&A Transactions: All deals: Value$ 996 $ 911 9 %$ 2,069 $ 1,623 27 % Number 6,850 7,365 (7 )% 15,058 16,086 (6 )% Deals Greater than$500 million: Value$ 763 $ 750 2 %$ 1,594 $ 1,273 25 % Number 318 220 45 % 630 489 29 % Announced M&A Transactions: All deals: Value$ 1,557 $ 475 228 %$ 2,999 $ 1,141 163 % Number 7,453 7,304 2 % 16,180 15,923 2 % Deals Greater than$500 million: Value$ 1,279 $ 312 310 %$ 2,439 $ 799 205 % Number 449 171 163 % 912 395 131 %
Source: Dealogic as of
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Global restructuring activity during the first half of 2021, as measured by the
number of corporate defaults, decreased as compared to the first half of 2020.
The number of defaulting issuers was 28 in the first half of 2021 according to
Moody's Investors Service, Inc. , as compared to 114 in the first half of 2020.
Net revenue trends in Financial Advisory are generally correlated to the level
of completed industry-wide M&A transactions and restructuring transactions
occurring subsequent to corporate debt defaults, respectively. However,
deviations from this relationship can occur in any given year for a number of
reasons. For instance, our results can diverge from industry-wide activity where
there are material variances from the level of industry-wide M&A activity in a
particular market where Lazard has significant market share, or regarding the
relative number of our advisory engagements with respect to larger-sized
transactions, and where we are involved in non-public or sovereign advisory
assignments.
Asset Management
Equity market indices for major markets atJune 30, 2021 generally increased as compared to such indices atDecember 31, 2020 andMarch 31, 2021 . The percentage change in major equity market indices atJune 30, 2021 , as compared to such indices atMarch 31, 2021 ,December 31, 2020 and atJune 30, 2020 , is shown in the table below. Percentage Changes June 30, 2021 vs. March 31, December 31, June 30, 2021 2020 2020 MSCI World Index 8 % 13 % 40 % Euro Stoxx 5 % 17 % 29 % MSCI Emerging Market 5 % 8 % 41 % S&P 500 9 % 15 % 41 % The fees that we receive for providing investment management and advisory services are primarily driven by the level of AUM and the nature of the AUM product mix. Accordingly, market movements, foreign currency exchange rate volatility and changes in our AUM product mix will impact the level of revenues we receive from our Asset Management business when comparing periodic results. A substantial portion of our AUM is invested in equities. Movements in AUM during the period generally reflect the changes in equity market indices.
Financial Statement Overview
Net Revenue
The majority of Lazard's Financial Advisory net revenue historically has been earned from the successful completion of M&A transactions, restructuring, capital advisory services, shareholder advisory, sovereign advisory, capital raising and other strategic advisory matters. The main drivers of Financial Advisory net revenue are overall M&A activity, the level of corporate debt defaults and the environment for capital raising activities, particularly in the industries and geographic markets in which Lazard focuses. In some client engagements, often those involving financially distressed companies, revenue is earned in the form of retainers and similar fees that are contractually agreed upon with each client for each assignment and are not necessarily linked to the completion of a transaction. In addition, Lazard also earns fees from providing strategic advice to clients, with such fees not being dependent on a specific transaction, and may also earn fees in connection with public and private securities offerings. Significant fluctuations in Financial Advisory net revenue can occur over the course of any given year, because a significant portion of such net revenue is earned upon the successful completion of a transaction, restructuring or capital raising activity, the timing of which is uncertain and is not subject to Lazard's control. Lazard's Asset Management segment principally includesLazard Asset Management LLC (together with its subsidiaries, "LAM"), Lazard Frères Gestion SAS ("LFG") and Edgewater. Asset Management net revenue is derived from fees for investment management and advisory services provided to clients. As noted above, the main driver of Asset Management net revenue is the level and product mix of AUM, which is generally influenced by the performance of the global equity markets and, to a lesser extent, fixed income markets as well as Lazard's investment performance, which impacts its ability to successfully attract and retain assets. As a result, fluctuations (including timing thereof) in financial markets and client asset inflows and outflows have a direct effect on Asset Management net revenue and operating income. Asset Management fees are generally based on the level of AUM measured daily, monthly or quarterly, and an increase or reduction in AUM, due to market price fluctuations, currency fluctuations, changes in product mix, or net client asset flows will result in a corresponding increase or decrease in management fees. The majority of our investment advisory contracts are generally terminable at any time or on notice of 30 days or less. Institutional and individual clients, and firms with which we have strategic alliances, can terminate their relationship with us, reduce the aggregate amount of AUM or shift their 42
-------------------------------------------------------------------------------- funds to other types of accounts with different rate structures for a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. In addition, as Lazard's AUM includes significant amounts of assets that are denominated in currencies other thanU.S. Dollars, changes in the value of theU.S. Dollar relative to foreign currencies will impact the value of Lazard's AUM and the overall amount of management fees generated by the AUM. Fees vary with the type of assets managed and the vehicle in which they are managed, with higher fees earned on equity assets and alternative investment funds, such as hedge funds and private equity funds, and lower fees earned on fixed income and cash management products.
The Company earns performance-based incentive fees on various investment products, including traditional products and alternative investment funds, such as hedge funds and private equity funds.
For hedge funds, incentive fees are calculated based on a specified percentage of a fund's net appreciation, in some cases in excess of established benchmarks or thresholds. The Company records incentive fees on traditional products and hedge funds at the end of the relevant performance measurement period, when potential uncertainties regarding the ultimate realizable amounts have been determined. The incentive fee measurement period is generally an annual period (unless an account terminates or redemption occurs during the year). The incentive fees received at the end of the measurement period are not subject to reversal or payback. Incentive fees on hedge funds are often subject to loss carryforward provisions in which losses incurred by the hedge funds in any year are applied against certain gains realized by the hedge funds in future periods before any incentive fees can be earned. For private equity funds, incentive fees may be earned in the form of a "carried interest" if profits arising from realized investments exceed a specified threshold. Typically, such carried interest is ultimately calculated on a whole-fund basis and, therefore, clawback of carried interest during the life of the fund can occur. As a result, incentive fees earned on our private equity funds are not recognized until potential uncertainties regarding the ultimate realizable amounts have been determined, including any potential for clawback. Corporate segment net revenue consists primarily of investment gains and losses on the Company's "seed investments" related to our Asset Management business and principal investments in private equity funds, net of hedging activities, as well as gains and losses on investments held in connection withLazard Fund Interests ("LFI") and interest income and interest expense. Corporate net revenue also can fluctuate due to changes in the fair value of debt and equity securities, as well as due to changes in interest and currency exchange rates and in the levels of cash, investments and indebtedness. Corporate segment total assets represented 66% of Lazard's consolidated total assets as ofJune 30, 2021 , which are attributable to cash and cash equivalents, restricted cash associated with LGAC, investments in debt and equity securities, interests in alternative investment, debt, equity and private equity funds, deferred tax assets and certain other assets associated with LFB and LGAC.
Operating Expenses
The majority of Lazard's operating expenses relate to compensation and benefits for managing directors and employees. Our compensation and benefits expense includes (i) salaries and benefits, (ii) amortization of the relevant portion of previously granted deferred incentive compensation awards, including (a) share-based incentive compensation under theLazard Ltd 2018 Incentive Compensation Plan, as amended (the "2018 Plan") and theLazard Ltd 2008 Incentive Compensation Plan (the "2008 Plan") and (b) LFI and other similar deferred compensation arrangements (see Note 13 of Notes to Condensed Consolidated Financial Statements), (iii) a provision for discretionary or guaranteed cash bonuses and profit pools and (iv) when applicable, severance payments. Compensation expense in any given period is dependent on many factors, including general economic and market conditions, our actual and forecasted operating and financial performance, staffing levels, estimated forfeiture rates, competitive pay conditions and the nature of revenues earned, as well as the mix between current and deferred compensation. For interim periods, we use "adjusted compensation and benefits expense" and the ratio of "adjusted compensation and benefits expense" to "operating revenue," both non-GAAP measures, for comparison of compensation and benefits expense between periods. For the reconciliations and calculations with respect to "adjusted compensation and benefits expense" and related ratios to "operating revenue," see the table under "Consolidated Results of Operations" below. 43 -------------------------------------------------------------------------------- We believe that "awarded compensation and benefits expense" and the ratio of "awarded compensation and benefits expense" to "operating revenue," both non-GAAP measures, when presented in conjunction with accounting principles generally accepted inthe United States of America ("U.S. GAAP") measures, are appropriate measures to assess the annual cost of compensation and provide a meaningful and useful basis for comparison of compensation and benefits expense between present, historical and future years. "Awarded compensation and benefits expense" for a given year is calculated using "adjusted compensation and benefits expense," also a non-GAAP measure, as modified by the following items:
• we deduct amortization expense recorded for
fiscal year associated with deferred incentive compensation awards;
• we add incentive compensation with respect to the fiscal year, which is
comprised of:
(i) the deferred incentive compensation awards granted in the year-end
compensation process with respect to the fiscal year (e.g., deferred
incentive compensation awards granted in 2021 related to the 2020
year-end compensation process), including performance-basedrestricted
stock unit ("PRSU") and performance-based restricted participation
unit ("PRPU") awards (based on the target payout level);
(ii) the portion of investments in people (e.g., "sign-on" bonuses or
retention awards) and other special deferred incentivecompensation
awards that is applicable to the fiscal year the award becomes
effective; and
(iii) amounts in excess of the target payout level for PRSU and PRPU
awards at the end of their respective performance periods; and
• we reduce the amounts in (i), (ii) and (iii) above by an estimate of future
forfeitures with respect to such awards.
Compensation and benefits expense is the largest component of our operating expenses. We seek to maintain discipline with respect to compensation, including the rate at which we award deferred compensation. Our goal is to maintain a ratio of awarded compensation and benefits expense to operating revenue and a ratio of adjusted compensation and benefits expense to operating revenue over the cycle in the mid-to high-50s percentage range. While we have implemented policies and initiatives that we believe will assist us in maintaining ratios within this range, there can be no guarantee that we will continue to maintain such ratios, or that our policies or initiatives will not change, in the future. We may benefit from pressure on compensation costs within the financial services industry in future periods; however, increased competition for senior professionals, changes in the macroeconomic environment or the financial markets generally, lower operating revenue resulting from, for example, a decrease in M&A activity, our share of the M&A market or our AUM levels, changes in the mix of revenues from our businesses, investments in our businesses or various other factors could prevent us from achieving this goal. Our operating expenses also include "non-compensation expense", which includes costs for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and other expenses. Our occupancy costs represent a significant portion of our aggregate operating expenses and are subject to change from time to time, particularly as leases for real property expire and are renewed or replaced with new, long-term leases for the same or other real property. We believe that "adjusted non-compensation expense", a non-GAAP measure, when presented in conjunction withU.S. GAAP measures provides a meaningful and useful basis for our investors to assess our operating results. For calculations with respect to "adjusted non-compensation expense", see the table under "Consolidated Results of Operations" below.
Our operating expenses also include "amortization of intangible assets related to acquisitions".
Provision for Income TaxesLazard Ltd , through its subsidiaries, is subject toU.S. federal income taxes on all of itsU.S. operating income, as well as on the portion of non-U.S. income attributable to itsU.S. subsidiaries. In addition,Lazard Ltd , through its subsidiaries, is subject to state and local taxes on its income apportioned to various state and local jurisdictions. Outside theU.S. ,Lazard Group operates principally through subsidiary corporations that are subject to local income taxes in foreign jurisdictions.Lazard Group is also subject to Unincorporated Business Tax ("UBT") attributable to its operations apportioned toNew York City . See "Critical Accounting Policies and Estimates-Income Taxes" below and Notes 15 and 17 of Notes to Condensed Consolidated Financial Statements for additional information regarding income taxes, our deferred tax assets and the tax receivable agreement obligation. 44 --------------------------------------------------------------------------------
Noncontrolling Interests
Noncontrolling interests primarily consist of (i) amounts related to Edgewater's management vehicles that the Company is deemed to control but not own, (ii) LGAC interests (see Note 1 of Notes to Condensed Consolidated Financial Statements), (iii) profits interest participation rights and (iv) consolidated VIE interests held by employees. See Notes 12 and 20 of Notes to Condensed Consolidated Financial Statements for information regarding the Company's noncontrolling interests and consolidated VIEs.
Consolidated Results of Operations
Lazard's condensed consolidated financial statements are presented inU.S. Dollars. Many of our non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than theU.S. Dollar, generally the currency of the country in which the subsidiaries are domiciled. Such subsidiaries' assets and liabilities are translated intoU.S. Dollars using exchange rates as of the respective balance sheet date, while revenue and expenses are translated at average exchange rates during the respective periods based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary's functional currency are reported as a component of stockholders' equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included in the condensed consolidated statements of operations. The condensed consolidated financial statements are prepared in conformity withU.S. GAAP. Selected financial data derived from the Company's reported condensed consolidated results of operations is set forth below, followed by a more detailed discussion of both the consolidated and business segment results. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 ($ in thousands) Net Revenue$ 823,137 $ 572,292 $ 1,483,244 $ 1,110,306 Operating Expenses: Compensation and benefits 514,918 351,568 916,464 671,323 Non-compensation 141,943 124,404 266,199 258,120 Amortization of intangible assets related to acquisitions 15 455 30 901 Total operating expenses 656,876 476,427 1,182,693 930,344 Operating Income 166,261 95,865 300,551 179,962 Provision for income taxes 41,345 22,789 84,809 48,555 Net Income 124,916 73,076 215,742 131,407 Less - Net Income (Loss) Attributable to Noncontrolling Interests 1,738 (382 ) 5,264 (6,073 ) Net Income Attributable to Lazard Ltd$ 123,178 $ 73,458 $ 210,478 $ 137,480 Operating Income, as a % of net revenue 20.2 % 16.8 % 20.3 % 16.2 % The tables below describe the components of operating revenue, adjusted compensation and benefits expense, adjusted non-compensation expense, earnings from operations and related key ratios, which are non-GAAP measures used by the Company to manage its business. We believe such non-GAAP measures in conjunction withU.S. GAAP measures provide a meaningful and useful basis for comparison between present, historical and future periods, as described above. 45
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Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Operating Revenue:
Net revenue $ 823,137 $ 572,292 $ 1,483,244 $ 1,110,306
Adjustments:
Interest expense (a) 18,600 18,534 36,913 37,306
Distribution fees, reimbursable deal
costs, bad debt
expense and other (b) (21,625 ) (21,936 ) (38,335 ) (38,320 )
(Revenue) loss related to noncontrolling
interests (c) (5,754 ) (2,173 ) (12,115 ) 599
(Gains) losses on investments pertaining
to LFI (d) (16,491 ) (23,803 ) (23,978 ) (4,166 )
Losses associated with restructuring and
closing of certain
offices (e) 23,579 - 23,579 -
Operating revenue $ 821,446 $ 542,914 $ 1,469,308 $ 1,105,725 (a) Interest expense (excluding interest expense incurred by LFB) is added back
in determining operating revenue because such expense relates to corporate
financing activities and is not considered to be a cost directly related to
the revenue of our business.
(b) Represents certain distribution, introducer and management fees paid to third
parties, reimbursable deal costs and bad debt expense relating to fees that
are deemed uncollectible for which an equal amount is excluded for purposes
of determining adjusted non-compensation expense.
(c) Revenue or loss related to the consolidation of noncontrolling interests is
excluded from operating revenue because the Company has no economic interest
in such amount.
(d) Represents changes in the fair value of investments held in connection with
LFI and other similar deferred compensation arrangements for which a
corresponding equal amount is excluded from compensation and benefits
expense.
(e) Represents losses related to the reclassification of currency translation
adjustments to earnings from accumulated other comprehensive loss associated
with restructuring and closing of certain of our offices in the three month
and six month periods ended June 30, 2021 .
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Adjusted Compensation and Benefits
Expense:
Total compensation and benefits expense $ 514,918 $ 351,568 $ 916,464 $ 671,323
Adjustments:
Noncontrolling interests (a) (2,380 ) (2,016 ) (4,338 ) (3,722 )
(Charges) credits pertaining to LFI (b) (16,491 ) (23,803 ) (23,978 ) (4,166 )
Expenses associated with restructuring
and closing of certain
offices (7,287 ) - (13,910 ) -
Adjusted compensation and benefits
expense $ 488,760 $ 325,749 $ 874,238 $ 663,435
Adjusted compensation and benefits
expense, as a % of operating
revenue 59.5 % 60.0 % 59.5 % 60.0 %
(a) Expenses related to the consolidation of noncontrolling interests are
excluded because Lazard has no economic interest in such amounts.
(b) Represents changes in fair value of the compensation liability recorded in
connection with LFI and other similar deferred incentive compensation awards
for which a corresponding equal amount is excluded from operating revenue.
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Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Adjusted Non-Compensation Expense:
Total non-compensation expense $ 141,943 $ 124,404 $ 266,199 $ 258,120
Adjustments:
Expenses relating to office space
reorganization (a) (1,237 ) (2,487 ) (2,653 ) (6,151 )
Distribution fees, reimbursable deal
costs, bad debt
expense and other (b) (21,625 ) (21,936 ) (38,335 ) (38,320 )
Noncontrolling interests (c) (1,837 ) (364 ) (2,516 ) (1,400 )
Credits (expenses) associated with
restructuring and closing of
certain offices 1,586 - (1,385 ) -
Adjusted non-compensation expense $ 118,830 $ 99,617 $ 221,310 $ 212,249
Adjusted non-compensation expense, as a
% of operating revenue 14.5 % 18.3 % 15.1 % 19.2 %
(a) Represents incremental rent expense, building depreciation and legal fees
related to office space reorganization.
(b) Represents certain distribution, introducer and management fees paid to third
parties, reimbursable deal costs and bad debt expense relating to fees that
are deemed uncollectible for which an equal amount is included for purposes
of determining operating revenue.
(c) Expenses related to the consolidation of noncontrolling interests are
excluded because the Company has no economic interest in such amounts.
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Earnings From Operations:
Operating revenue $ 821,446 $ 542,914 $ 1,469,308 $ 1,105,725
Deduct:
Adjusted compensation and benefits
expense (488,760 ) (325,749 ) (874,238 ) (663,435 )
Adjusted non-compensation expense (118,830 ) (99,617 ) (221,310 ) (212,249 )
Earnings from operations $ 213,856 $ 117,548 $ 373,760 $ 230,041
Earnings from operations, as a % of
operating revenue 26.0 % 21.7 % 25.4 % 20.8 %
Headcount information is set forth below:
As of
June 30, December 31, June 30,
2021 2020 2020
Headcount:
Managing Directors:
Financial Advisory 180 171 169
Asset Management 108 105 106
Corporate 22 21 22
Total Managing Directors 310 297 297
Other Business Segment Professionals and
Support Staff:
Financial Advisory 1,336 1,384 1,319
Asset Management 1,033 1,012 970
Corporate 421 413 397
Total 3,100 3,106 2,983
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Operating Results 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, the performance of equity markets and other factors. Accordingly, the revenue and profits in any particular quarter may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.
Three Months Ended
The Company reported net income attributable toLazard Ltd of$123 million , as compared to net income attributable toLazard Ltd of$73 million in the 2020 period. Net revenue increased$251 million , or 44%, with operating revenue increasing$279 million , or 51%, as compared to the 2020 period. Fee revenue from investment banking and other advisory activities increased$171 million , or 56%, as compared to the 2020 period. Asset management fees, including incentive fees, increased$101 million , or 41%, as compared to the 2020 period. In the aggregate, interest income, other revenue and interest expense decreased$21 million , as compared to the 2020 period.
Compensation and benefits expense increased
Adjusted compensation and benefits expense (which excludes certain items and which we believe allows for improved comparability between periods, as described above) was$489 million , an increase of$163 million , or 50%, as compared to$326 million in the 2020 period. The ratio of adjusted compensation and benefits expense to operating revenue was 59.5% for the 2021 period, as compared to 60.0% for the 2020 period. Non-compensation expense increased$18 million , or 14%, as compared to the 2020 period. Adjusted non-compensation expense increased$19 million , or 19%, as compared to the 2020 period. The ratio of adjusted non-compensation expense to operating revenue was 14.5% for the 2021 period, as compared to 18.3% for the 2020 period.
Amortization of intangible assets related to acquisitions remained substantially the same as compared the 2020 period.
Operating income increased
Earnings from operations increased$96 million , or 82%, as compared to the 2020 period, and, as a percentage of operating revenue, was 26.0%, as compared to 21.7% in the 2020 period.
The provision for income taxes reflects an effective tax rate of 24.9%, as compared to 23.8% for the 2020 period. The increase in the effective tax rate principally relates to changes in the geographic mix of earnings, partially offset by an increase in discrete benefits.
Net income (loss) attributable to noncontrolling interests reflects income of$2 million in the 2021 period as compared to a loss of$0.4 million in the 2020 period.
Six Months Ended
The Company reported net income attributable toLazard Ltd of$210 million , as compared to net income attributable toLazard Ltd of$137 million in the 2020 period. Net revenue increased$373 million , or 34%, with operating revenue increasing$364 million , or 33%, as compared to the 2020 period. Fee revenue from investment banking and other advisory activities increased$191 million , or 32%, as compared to the 2020 period. Asset management fees, including incentive fees, increased$159 million , or 31%, as compared to the 2020 period. In the aggregate, interest income, other revenue and interest expense increased$23 million , as compared to the 2020 period.
Compensation and benefits expense increased
Adjusted compensation and benefits expense (which excludes certain items and which we believe allows for improved comparability between periods, as described above) was$874 million , an increase of$211 million , or 32%, as compared to$663 48
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million in the 2020 period. The ratio of adjusted compensation and benefits expense to operating revenue was 59.5% for the 2021 period, as compared to 60.0% for the 2020 period.
Non-compensation expense increased$8 million , or 3%, as compared to the 2020 period. Adjusted non-compensation expense increased$9 million , or 4%, as compared to the 2020 period. The ratio of adjusted non-compensation expense to operating revenue was 15.1% for the 2021 period, as compared to 19.2% in the 2020 period.
Amortization of intangible assets related to acquisitions remained substantially the same as compared to the 2020 period.
Operating income increased
Earnings from operations increased$144 million , or 62%, as compared to the 2020 period, and, as a percentage of operating revenue, was 25.4%, as compared to 20.8% in the 2020 period. The provision for income taxes reflects an effective tax rate of 28.2%, as compared to 27.0% for the 2020 period. The increase in the effective tax rate principally relates to changes in the geographic mix of earnings and an increase in discrete charges.
Net income (loss) attributable to noncontrolling interests reflects income of
Business Segments
The following is a discussion of net revenue and operating income for the Company's segments: Financial Advisory, Asset Management and Corporate. Each segment's operating expenses include (i) compensation and benefits expenses that are incurred directly in support of the segment and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourcing, and indirect support costs (including compensation and benefits expense and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, human resources, legal, information technology, facilities management and senior management activities. Such support costs are allocated to the relevant segments based on various statistical drivers such as revenue, headcount, square footage and other factors.
Financial Advisory
The following table summarizes the reported operating results attributable to the Financial Advisory segment:
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Net Revenue $ 451,940 $ 304,806 $ 770,352 $ 603,772
Operating Expenses 369,083 251,015 627,130 497,862
Operating Income $ 82,857 $ 53,791 $
143,222
Certain Lazard fee and transaction statistics for the Financial Advisory segment
are set forth below:
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Lazard Statistics:
Number of clients with fees greater than
$1 million:
Financial Advisory 96 58 169 110
Percentage of total Financial Advisory
net revenue from top 10
clients 35 % 51 % 24 % 32 %
Number of M&A transactions completed
with values greater than
$500 million (a) 12 13 37 35
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(a) Source: Dealogic as of
The geographical distribution of Financial Advisory net revenue is set forth below in percentage terms and is based on the Lazard offices that generate Financial Advisory net revenue, which are located in theAmericas (U.S. ,Canada , andLatin America ), EMEA (primarily in theU.K. ,France ,Germany ,Italy andSpain ) and theAsia Pacific region and therefore may not be reflective of the geography in which the clients are located. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Americas 67 % 71 % 62 % 65 % EMEA 33 27 37 33 Asia Pacific - 2 1 2 Total 100 % 100 % 100 % 100 % The Company's managing directors and many of its professionals have significant experience, and many of them are able to use this experience to advise on M&A, restructuring and other strategic advisory matters, depending on clients' needs. This flexibility allows Lazard to better match its professionals with the counter-cyclical business cycles of mergers and acquisitions and restructurings. While Lazard measures revenue by practice area, Lazard does not separately measure the costs or profitability of M&A services as compared to restructuring or other services. Accordingly, Lazard measures performance in its Financial Advisory segment based on overall segment operating revenue and operating income margins.
Financial Advisory Results of Operations
Financial Advisory'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 or period may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.
Three Months Ended
Financial Advisory net revenue increased$147 million , or 48%, as compared to the 2020 period. The increase in Financial Advisory net revenue was primarily a result of an increase in the number of fees greater than$10 million as compared to the 2020 period.
Operating expenses increased
Financial Advisory operating income was$83 million , an increase of$29 million , or 54%, as compared to operating income of$54 million in the 2020 period and, as a percentage of net revenue, was 18.3%, as compared to 17.6% in the 2020 period.
Six Months Ended
Financial Advisory net revenue increased$167 million , or 28%, as compared to the 2020 period. The increase in Financial Advisory net revenue was primarily a result of an increase in the number of fees greater than$1 million as compared to the 2020 period.
Operating expenses increased
Financial Advisory operating income was$143 million , an increase of$37 million , or 35%, as compared to operating income of$106 million in the 2020 period and, as a percentage of net revenue, was 18.6%, as compared to 17.5% in the 2020 period. 50
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Asset Management
The following table shows the composition of AUM for the Asset Management
segment:
As of
June 30, December 31,
2021 2020
($ in millions)
AUM by Asset Class:
Equity:
Emerging Markets $ 32,363 $ 33,254
Global 61,874 56,246
Local 53,917 48,672
Multi-Regional 76,405 71,560
Total Equity 224,559 209,732
Fixed Income:
Emerging Markets 13,213 13,651
Global 14,617 11,962
Local 5,788 5,600
Multi-Regional 13,532 12,571
Total Fixed Income 47,150 43,784
Alternative Investments 3,529 2,748
Private Equity 1,343 1,420
Cash Management 797 958
Total AUM $ 277,378 $ 258,642
Total AUM at June 30, 2021 was $277 billion , an increase of $19 billion , or 7%,
as compared to total AUM of $259 billion at December 31, 2020 due to market
appreciation, partially offset by foreign exchange depreciation and net
outflows. Average AUM for the three month and six month periods ended June 30,
2021 increased 32% and 25% as compared to the three month and six month periods
ended June 30, 2020 .
As of both June 30, 2021 and December 31, 2020 , approximately 87% of our AUM was
managed on behalf of institutional clients, including corporations, labor
unions, public pension funds, insurance companies and banks, and through
sub-advisory relationships, mutual fund sponsors, broker-dealers and registered
advisors. As of both June 30, 2021 and December 31, 2020 , approximately 13% of
our AUM was managed on behalf of individual client relationships, which are
principally with family offices and individuals.
As of
The following is a summary of changes in AUM by asset class for the three month
and six month periods ended
Three Months Ended June 30, 2021
Foreign
AUM Market Value Exchange AUM
Beginning Net Appreciation/ Appreciation/ Ending
Balance Inflows (a) Outflows (a) Flows (Depreciation) (Depreciation) Balance
($ in millions)
Equity $ 215,459 $ 6,257 $ (9,534 ) $ (3,277 ) $ 11,524 $ 853 $ 224,559
Fixed Income 44,249 3,704 (1,767 ) 1,937 615 349 47,150
Other 5,144 702 (190 ) 512 3 10 5,669
Total $ 264,852 $ 10,663 $ (11,491 ) $ (828 ) $ 12,142 $ 1,212 $ 277,378 (a) Inflows in the Equity asset class were primarily attributable to the
Multi-Regional, Global and Emerging Markets platforms, and inflows in the
Fixed Income asset class were primarily attributable to the Global and
Multi-Regional platforms. Outflows in the Equity asset class were primarily
attributable to the Multi-Regional, Emerging Markets and Global equity
platforms, and outflows in the Fixed Income asset class were primarily
attributable to the Global platform.
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Six Months Ended June 30, 2021
Foreign
AUM Market Value Exchange AUM
Beginning Net Appreciation/ Appreciation/ Ending
Balance Inflows (a) Outflows (a) Flows (Depreciation) (Depreciation) Balance
($ in millions)
Equity $ 209,732 $ 13,818 $ (20,861 ) $ (7,043 ) $ 24,303 $ (2,433 ) $ 224,559
Fixed Income 43,784 7,498 (3,713 ) 3,785 482 (901 ) 47,150
Other 5,126 1,402 (651 ) 751 (163 ) (45 ) 5,669
Total $ 258,642 $ 22,718 $ (25,225 ) $ (2,507 ) $ 24,622 $ (3,379 ) $ 277,378 (a) Inflows in the Equity asset class were primarily attributable to the
Multi-Regional, Global and Emerging Markets platforms, and inflows in the
Fixed Income asset class were primarily attributable to the Global and
Multi-Regional platforms. Outflows in the Equity asset class were primarily
attributable to the Multi-Regional, Emerging Markets and Global equity
platforms, and outflows in the Fixed Income asset class were primarily
attributable to the Global and Emerging Markets platforms.
Three Months Ended June 30, 2020
Foreign
AUM Market Value Exchange AUM
Beginning Net Appreciation/ Appreciation/ Ending
Balance Inflows Outflows
Flows (Depreciation) (Depreciation) Balance
($ in millions)
Equity $ 154,641 $ 8,009 $ (14,040 ) $ (6,031 ) $ 23,080 $ 1,825 $ 173,515
Fixed Income 34,321 2,199 (2,253 ) (54 ) 2,026 591 36,884
Other 4,086 218 (101 ) 117 73 29 4,305
Total $ 193,048 $ 10,426 $ (16,394 ) $ (5,968 ) $ 25,179 $ 2,445 $ 214,704
Six Months Ended June 30, 2020
Foreign
AUM Market Value Exchange AUM
Beginning Net Appreciation/ Appreciation/ Ending
Balance Inflows Outflows Flows (Depreciation) (Depreciation) Balance
($ in millions)
Equity $ 205,541 $ 14,602 $ (24,438 ) $ (9,836 ) $ (19,003 ) $ (3,187 ) $ 173,515
Fixed Income 38,263 4,641 (5,740 ) (1,099 ) 629 (909 ) 36,884
Other 4,435 468 (414 ) 54 (134 ) (50 ) 4,305
Total $ 248,239 $ 19,711 $ (30,592 ) $ (10,881 ) $ (18,508 ) $ (4,146 ) $ 214,704 As of
Average AUM for the three month and six month periods endedJune 30, 2021 and 2020 for each significant asset class is set forth below. Average AUM generally represents the average of the monthly ending AUM balances for the period. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 ($ in millions) Average AUM by Asset Class: Equity$ 223,617 $ 168,465 $ 217,807 $ 174,434 Fixed Income 46,725 35,775 45,530 36,336 Alternative Investments 3,404 1,962 3,161 2,005 Private Equity 1,330 1,410 1,340 1,404 Cash Management 775 842 819 829 Total Average AUM$ 275,851 $ 208,454 $ 268,657 $ 215,008 52
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The following table summarizes the reported operating results attributable to the Asset Management segment:
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Net Revenue $ 365,255 $ 254,849 $ 712,745 $ 537,370
Operating Expenses 269,314 195,049 501,417 399,818
Operating Income $ 95,941 $ 59,800 $
211,328
The geographical distribution of Asset Management net revenue is set forth below
in percentage terms, and is based on the Lazard offices that manage and
distribute the respective AUM amounts. Such geographical distribution may not be
reflective of the geography of the investment products or clients.
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Americas 47 % 52 % 46 % 52 %
EMEA 43 36 44 36
Asia Pacific 10 12 10 12
Total 100 % 100 % 100 % 100 %
Asset Management Results of Operations
Asset Management's quarterly revenue and profits in any particular quarter or period may not be indicative of future results and may fluctuate based on the performance of the equity and other capital markets. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.
Three Months Ended
Asset Management net revenue increased$110 million , or 43%, as compared to the 2020 period. Management fees and other revenue was$331 million , an increase of$77 million , or 30%, as compared to$254 million in the 2020 period, primarily due to an increase in average AUM. Incentive fees were$34 million , an increase of$33 million as compared to$1 million in the 2020 period. Operating expenses increased$74 million , or 38%, as compared to the 2020 period primarily due to increases in compensation and benefits expense associated with increased operating revenue. Asset Management operating income was$96 million , an increase of$36 million , or 60%, as compared to operating income of$60 million in the 2020 period and as a percentage of net revenue, was 26.3%, as compared to 23.5% in the 2020 period.
Six Months Ended
Asset Management net revenue increased$175 million , or 33%, as compared to the 2020 period. Management fees and other revenue was$645 million , an increase of$110 million , or 21%, as compared to$535 million in the 2020 period, primarily due to an increase in average AUM. Incentive fees were$67 million , an increase of$65 million as compared to$2 million in the 2020 period.
Operating expenses increased
Asset Management operating income was$211 million , an increase of$74 million , or 54%, as compared to operating income of$138 million in the 2020 period and, as a percentage of net revenue, was 29.6%, as compared to 25.6% in the 2020 period. 53
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Corporate
The following table summarizes the reported operating results attributable to
the Corporate segment:
Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
($ in thousands)
Interest Income $ 685 $ 702 $ 1,151 $ 2,702
Interest Expense (18,663 ) (18,811 ) (37,466 ) (37,850 )
Net Interest (Expense) (17,978 ) (18,109 ) (36,315 ) (35,148 )
Other Revenue (Expense) 23,920 30,746 36,462 4,312
Net Revenue (Expense) 5,942 12,637 147 (30,836 )
Operating Expenses 18,479 30,363 54,146 32,664
Operating Income (Loss) $ (12,537 ) $ (17,726 ) $ (53,999 ) $ (63,500 ) Corporate Results of Operations
Corporate operating results in any particular quarter or period may not be indicative of future results and may fluctuate based on a variety of factors. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.
Three Months Ended
Net interest expense remained substantially the same as compared to the 2020 period.
Other revenue decreased
Operating expenses decreased
Six Months Ended
Net interest expense remained substantially the same as compared to the 2020 period.
Other revenue increased
Operating expenses increased
Cash Flows
The Company's cash flows are influenced primarily by the timing of the receipt
of Financial Advisory and Asset Management fees, the timing of distributions to
shareholders, payments of incentive compensation to managing directors and
employees and purchases of common stock.
M&A and other advisory and Asset Management fees are generally collected within
60 days of billing, while Restructuring fee collections may extend beyond 60
days, particularly those that involve bankruptcies with court-ordered holdbacks.
Fees from our Private Capital Advisory activities are generally collected over a
four-year period from billing and typically include an interest component.
The Company makes cash payments for, or in respect of, a significant portion of
its incentive compensation during the first three months of each calendar year
with respect to the prior year's results.
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