EX-99 2 lmexhibit99.htm EXHIBIT 99 LEGG MASON, INC

 

     

Exhibit 99

For immediate release

 

For information contact:

 

 

 

 F. Barry Bilson

 

 

 

 (410) 539-0000

 

 

 

 www.leggmason.com

 

 

LEGG MASON ANNOUNCES DECEMBER QUARTER OPERATING RESULTS

Net Income of $760.3 million, or $5.80 per diluted share, includes $643 million gain
as well as compensation costs related to Citigroup transaction

Assets Under Management $850.8 billion

Baltimore, MD - February 1, 2006 - Legg Mason, Inc. (NYSE: LM) today reported its operating results for the quarter ended December 31, 2005, which included results associated with the firm's strategic transaction with Citigroup, which closed on December 1st, and the acquisition of Permal, which closed on November 3rd.

Net income for the quarter, which totaled $760.3 million, included a $643.4 million after-tax gain on the sale of the firm's brokerage and capital markets operations as well as $16.1 million of income (net of tax) from such discontinued operations. Income from continuing operations, which totaled $100.8 million, up 28% from $79.0 million a year ago, included $24.6 million of transaction-related compensation costs (net of tax) related to the Citigroup transaction.

Net income per diluted share for the quarter totaled $5.80, including $4.91 from the gain on sale of our discontinued brokerage and capital markets businesses, $0.12 of income from those discontinued operations, and $0.77 of income from continuing operations, up 12% from $0.69 in the prior year quarter, on a 13% increase in the weighted average number of diluted shares outstanding, and up 3% from the September quarter, on a 6% increase in the weighted average number of diluted shares outstanding.

Assets under management aggregated $850.8 billion, of which $430.7 billion is attributable to Legg Mason's "legacy" managers, $400.8 billion is attributable to Citigroup Asset Management and $19.3 billion from Permal.

Commenting on the results, Raymond A. "Chip" Mason, chairman and CEO, said:

"December was clearly a landmark quarter for Legg Mason. The acquisitions of the Citigroup Asset Management and Permal businesses enabled us to virtually double our assets under management while substantially increasing our global footprint. In fact, our assets managed for non-US clients now exceed $265 billion, or 31% of our total assets under management. As a result, we are now a much larger and broader, pure asset management company. The divestiture of our brokerage business, while certainly difficult on a personal level, enables us to focus solely on making Legg Mason, now one of the largest asset managers in the world, hopefully one of the most highly regarded asset managers in the world.

"I am both pleased by the results of our "legacy" Legg Mason asset management business this quarter and encouraged by the prospects of the Citigroup Asset Management and Permal businesses we have acquired.

"We recognize that many things make it difficult to make apples-to-apples comparisons of our December 2005 results to our results in prior quarters. Our operating results in this quarter include two months of results from Permal, two months of results from our discontinued brokerage operations, and just one month of results from Citigroup Asset Management. The quarter also recognizes our

LEGG MASON, INC.
News Release - February 1, 2006
Page 2

capital gain and related tax bill from the sale of our brokerage business, as well as certain transaction-related compensation costs, including certain retention costs related to the next six months' transition period. Yet minimal cost savings or other benefits that we expect from the consolidation and rationalization of our businesses are reflected in this quarter's results."

Results from Continuing Operations for the Quarter

The firm's operating revenues from continuing operations in the quarter ended December 31, 2005 were $689.0 million, up 68% from $410.9 million in the December 2004 quarter, and up 48% from $466.4 million in the September 2005 quarter, with the majority of the increases attributable to our two acquired businesses. Investment advisory fee revenues from separate accounts were $285.6 million, up 30% year-over-year and up 14% sequentially. Investment advisory fees from our proprietary funds were $281.7 million, up 136% year-over-year and up 105% sequentially.

Performance fee revenues included in the above totaled $27.7 million, up from $18.8 million in the year ago quarter, with the majority of the increase attributable to performance fees earned by Permal.

Distribution and service fee revenues totaled $114.9 million, up 72% since the December 2004 quarter and up 58% since the September 2005 quarter. Other revenues, which totaled $6.8 million, were up 23% year-over-year and up 54% sequentially.

The growth in our revenues that is not attributable to the acquisitions of Citigroup Asset Management and Permal was primarily a result of increases in the assets under management of our "legacy" managers over the last year and quarter, with Western Asset's increases being particularly strong in dollar terms, followed by Legg Mason Capital Management and Brandywine. The December 31, 2004 acquisition of Legg Mason Investment Counsel also contributed to the increase.

Income from continuing operations was $100.8 million, up 28% from the year ago quarter and up 9% from the September 2005 quarter. Diluted earnings per share from continuing operations totaled $0.77, up 12% from the year ago quarter on a 13% increase in the weighted average of diluted shares outstanding, and up 3% from the September quarter on a 6% increase in the weighted average of diluted shares outstanding.

Legg Mason's operating income margin was 22.4%, down from 30.4% year-over-year and 29.7% sequentially, and our pre-tax profit margin from continuing operations was 24.5%, down from 30.5% year-over-year and 31.7% sequentially; the current quarter's lower margins are primarily the result of the $40.0 million in transaction-related compensation charges we took in the quarter.

The firm's effective tax rate on continuing operations was 38.5% in the current quarter versus 36.9% a year ago and 37.6% in September.

As of December 31, 2005, Legg Mason's stockholders' equity was $5.6 billion, up from $2.2 billion a year ago. The firm had 125.2 million shares outstanding1 as of December 31, 2005, up from 108.5 million shares a year ago, and 131.1 million weighted average diluted shares for the quarter, up from 116.4 million shares for the year ago quarter. Long-term debt increased to $1.2 billion from $0.8 billion at March 31, 2005.

Assets Under Management

Assets under management as of December 31, 2005 aggregated $850.8 billion, an increase of $488.8 billion, or 135%, from $362.0 billion a year ago. Legg Mason's "legacy" asset managers contributed $430.7 billion to the current total; their net client cash flows during the 12-month period totaled $61.8 billion. Citigroup Asset

______________________________
1 Excludes the 13,346,632 shares of Legg Mason common stock issuable upon conversion and sale of the Legg Mason non-voting convertible preferred stock issued in connection with the Citigroup transaction.

LEGG MASON, INC.
News Release - February 1, 2006
Page 3

Management contributed $400.8 billion of the increase and Permal, $19.3 billion, while $4.6 billion of assets under management attributable to our brokerage operations was transferred to Citigroup as part of our disposition of this business.

In the last three months, assets under management increased by $432.3 billion, or 103%, from $418.5 billion as of September 30, 2005. The net client cash flows of our "legacy" asset managers during the quarter totaled $11.8 billion. As indicated above, Citigroup Asset Management contributed $400.82 billion of the increase and Permal, $19.33 billion, while $4.6 billion of assets under management attributable to our brokerage operations4 was transferred to Citigroup as part of our disposition of this business.

Excluding any contribution from Citigroup Asset Management or Permal, the largest dollar increases in assets under management over the last year and quarter were at Western Asset, whose managed assets were up 27% over the last 12 months and up 4% during the quarter, and Legg Mason Capital Management, whose assets were up 23% and 9%, respectively. Brandywine had the largest percentage increases in assets under management, having grown by 42% over the last year and 18% during the December quarter.

At quarter end, our fixed income assets aggregated $542.5 billion, or 64% of our total assets under management, and our equity assets totaled $308.3 billion, or 36%. Our Institutional asset management division was responsible for $425.3 billion, or 50% of our total managed assets, while our Mutual Funds/Managed Services division was responsible for $362.6 billion, or 43%, and Wealth Management was responsible for $62.9 billion, or 7%. Citigroup Asset Management's fixed income and international equity separate accounts are included in our Institutional division, while its US equity separate accounts and all mutual fund assets are included in our Mutual Funds/Managed Services division. Permal's assets under management are included in our Wealth Management division.

As of December 31, 2005, our assets under management from non-US domiciled clients aggregated $267.8 billion, or 31% of our total assets under management.

Results of Continuing Operations Fiscal Year to Date

For the nine months ended December 31, 2005, Legg Mason's operating revenues from continuing operations totaled $1.6 billion, up 41% from $1.1 billion in the prior year period. Investment advisory fees from separate accounts were up 32% to $773.3 million; investment advisory fees from our proprietary funds were up 61%, to $545.6 million; distribution and service fees were up 35%, to $257.2 million; and other revenues were down 13%, to $17.0 million.

Net income and diluted earnings per share for the period were $994.1 million and $7.95 per share, respectively, including a $643.4 million ($5.13 per share) after-tax gain on the sale of our discontinued operations and also $68.6 million ($0.55 per share) in income from discontinued operations (net of tax). Income from continuing operations for the 9-month period was $282.1 million, up 35% from a year ago, or $2.27 per diluted share, up 23% from a year ago on an 8% increase in the weighted average of diluted shares outstanding.

Dividend Announcements

Legg Mason also announced that its Board of Directors has declared a regular quarterly cash dividend on its common stock in the amount of $0.18 per share, payable April 10, 2006 to shareholders of record at the close of

_____________________________
2
Includes $408.6 billion of assets acquired plus $1.4 billion of market appreciation and $9.2 billion of net outflows in the one month since acquisition.
3
Includes $17.5 billion of assets acquired plus $1.1 billion of net flows and $0.7 billion of market appreciation in the two months since acquisition. Excludes $2.0 billion of cross-investments and $2.7 billion of assets managed for Haussmann Holdings, N.V. at December 31, 2005, as previously disclosed.
4
Such assets totaled $4.0 billion as of December 31, 2004 and $4.6 billion as of September 30, 2005.

LEGG MASON, INC.
News Release - February 1, 2006
Page 4

business on March 9, 2006; and a regular quarterly cash dividend on its non-voting convertible preferred stock, which was issued in the Citigroup transaction and which is convertible upon sale into 13,346,632 shares of Legg Mason common stock, in an amount equivalent to $0.18 per converted common share.

Conference Call to Discuss Results

A conference call to discuss the Company's results, hosted by Mr. Mason, will be held at 10:00 a.m. EST today. The call will be open to the general public. Interested participants should access the call by dialing 1-866-244-4616 (or 1-703-639-1175 for international calls) at least 10 minutes prior to the scheduled start in order to ensure connection.

A replay or transcript of the live broadcast will be available on the Legg Mason website, in the Investor Relations section, or by dialing 1-888-266-2081 (or 1-703-925-2533 for international calls), access Pin Number 844412, after the completion of the call.

Legg Mason, Inc. is a global asset management firm, structured as a holding company. The firm is headquartered in Baltimore, Maryland and its common stock is listed on the New York Stock Exchange (symbol: LM).

This release contains forward-looking statements subject to risks, uncertainties and other factors that may cause actual results to differ materially. For a discussion of these risks and uncertainties, see Legg Mason's Annual Report on Form 10-K for the fiscal year ended March 31, 2005 and the Current Report on From 8-K dated December 20, 2005, which are accessible on the SEC's website at www.sec.gov and on Legg Mason's website at www.leggmason.com. Legg Mason's subsequent filings with the SEC are also accessible on these websites.

####

 

 

LEGG MASON, INC.
News Release - February 1, 2006
Page 5

LEGG MASON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollar amounts in thousands, except per share amounts)

Quarters Ended

Period to Period Change

December 2005
Compared
to September 2005

December 2005
Compared
to December 2004

December 2005

September 2005

December 2004

Operating Revenues:

Investment advisory fees:

Separate accounts

$

285,557

$

251,513

$

219,112

13.5

%

30.3

%

Funds

281,748

137,636

119,483

104.7

135.8

Distribution and service fees

114,881

72,817

66,737

57.8

72.1

Other

6,803

4,422

5,539

53.8

22.8

  Total operating revenues

688,989

466,388

410,871

47.7

67.7

Operating Expenses:

Compensation and benefits

278,715

209,937

181,028

32.8

54.0

Transaction related compensation

39,982

-    

-    

n/m

n/m

Total compensation and benefits

318,697

209,937

181,028

51.8

76.0

Distribution and servicing

148,451

72,728

64,914

104.1

128.7

Communications and technology

22,420

14,721

11,219

52.3

99.8

Occupancy

13,002

8,016

7,084

62.2

83.5

Amortization of intangible assets

10,520

5,844

5,152

80.0

104.2

Other

21,666

16,573

16,630

30.7

30.3

  Total operating expenses

534,756

327,819

286,027

63.1

87.0

Operating Income

154,233

138,569

124,844

11.3

23.5

Other Income (Expense)

Interest income

12,507

12,384

5,250

1.0

138.2

Interest expense

( 12,825

)

( 10,567

)

( 11,194

)

21.4

14.6

Other

14,740

7,321

6,421

101.3

129.6

  Total other income (expense)

14,422

9,138

477

57.8

n/m

Income from Continuing Operations

before Income Tax Provision

168,655

147,707

125,321

14.2

34.6

Income tax provision

64,881

55,572

46,281

16.8

40.2

Income before Minority Interest

103,774

92,135

79,040

12.6

31.3

Minority interest, net of tax

( 2,989

)

-   

-    

n/m

n/m

Income from Continuing Operations

100,785

92,135

79,040

9.4

27.5

Income from discontinued operations, net of tax

16,076

28,901

33,670

( 44.4

)

( 52.3

)

Gain on sale of discontinuted operations, net of tax

643,442

-    

-    

n/m

n/m

Net income

$

760,303

$

121,036

$

112,710

528.2

574.6

n/m - Not meaningful

[continued on next page]

 

 

 

LEGG MASON, INC.
News Release - February 1, 2006
Page 6

LEGG MASON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

(continued)

Quarters Ended

Period to Period Change

December 2005
Compared
to September 2005

December 2005
Compared
to December 2004

December 2005

September 2005

December 2004

Net income per common share:

Basic

Income from continuing operations

$

0.83

$

0.82

$

0.77

1.2

%

7.8

%

Income from discontinued operations

0.13

0.26

0.33

( 50.0

)

( 60.6

)

Gain on sale of discontinued operations

5.27

-    

-    

n/m

n/m

$

6.23

$

1.08

$

1.10

476.9

466.4

Diluted

Income from continuing operations

$

0.77

$

0.75

$

0.69

2.7

11.6

Income from discontinued operations

0.12

0.24

0.29

( 50.0

)

( 58.6

)

Gain on sale of discontinued operations

4.91

-    

-    

n/m

n/m

$

5.80

$

0.99

$

0.98

485.9

491.8

Weighted average number of common

shares outstanding:

Basic

121,999

111,682

102,771

Diluted

131,142

123,444

116,401

As a result of the sale of the subsidiaries that constituted Legg Mason's private client and capital markets businesses during the quarter ended December 31, 2005, Legg Mason issued 13.346632 shares of non-voting convertible preferred stock, which convert, upon transfer, into an aggregate of 13,346,632 shares of Legg Mason common
stock. These non-voting convertible preferred shares are considered "participating securities" and therefore are included in the calculation of basic earnings per common
share.

n/m - Not meaningful

 

 

LEGG MASON, INC.
News Release - February 1, 2006
Page 7

LEGG MASON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollar amounts in thousands, except per share amounts)

For the Nine Months Ended

Period to

December 2005

December 2004

Period Change

Operating Revenues:

Investment advisory fees:

Separate accounts

$

773,284

$

584,497

32.3

%

Funds

545,580

339,091

60.9

Distribution and service fees

257,245

190,632

34.9

Other

16,954

19,494

( 13.0

)

Total operating revenues

1,593,063

1,133,714

40.5

Operating Expenses:

Compensation and benefits

680,434

480,258

41.7

Transaction related compensation

39,982

-    

n/m

Total compensation and benefits

720,416

480,258

50.0

Distribution and servicing

290,025

183,897

57.7

Communications and technology

50,917

33,766

50.8

Occupancy

28,211

20,436

38.0

Amortization of intangible assets

22,209

15,426

44.0

Litigation award settlement

( 8,150

)

-    

n/m

Other

56,387

52,982

6.4

Total operating expenses

1,160,015

786,765

47.4

Operating income

433,048

346,949

24.8

Other Income (Expense)

Interest income

34,211

12,543

172.7

Interest expense

( 33,548

)

( 33,522

)

0.1

Other

24,762

7,053

251.1

Total other income (expense)

25,425

( 13,926

)

282.6

Income from Continuing Operations

before Income Tax Provision

458,473

333,023

37.7

Income tax provision

173,424

123,623

40.3

Income before Minority Interest

285,049

209,400

36.1

Minority interest, net of tax

( 2,989

)

-    

n/m

Income from Continuing Operations

282,060

209,400

34.7

Income from continuing operations, net of tax

68,612

81,386

( 15.7

)

Gain on sale of discontinued operations, net of tax

643,442

-    

n/m

Net Income

$

994,114

$

290,786

241.9

n/m - Not meaningful

[continued on next page]

 

 

LEGG MASON, INC.
News Release - February 1, 2006
Page 8

LEGG MASON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

(continued)

For the Nine Months Ended

Period to

December 2005

December 2004

Period Change

Net income per common share:

Basic

Income from continuing operations

$

2.47

$

2.05

20.5

%

Income from discontinued operations

0.60

0.80

( 25.0

)

Gain on sale of discontinued operations

5.64

-    

n/m

$

8.71

$

2.85

205.6

Diluted

Income from continuing operations

$

2.27

$

1.84

23.4

Income from discontinued operations

0.55

0.71

( 22.5

)

Gain on sale of discontinued operations

5.13

-    

n/m

$

7.95

$

2.55

211.8

Weighted average number of common

shares outstanding:

Basic

114,181

102,087

Diluted

125,281

115,554

Book value per common share

$

45.04

$

19.94

 

As a result of the sale of the subsidiaries that constituted Legg Mason's private client and capital markets businesses during the quarter ended
December 31, 2005, Legg Mason issued 13.346632 shares of non-voting convertible preferred stock, which convert, upon transfer, into an aggregate
of 13,346,632 shares of Legg Mason common stock. These non-voting convertible preferred shares are considered "participating securities" and
therefore are included in the calculation of basic earnings per common share.

n/m - Not meaningful

 

 

LEGG MASON, INC.
News Release - February 1, 2006
Page 9

LEGG MASON, INC. AND SUBSIDIARIES

OPERATING FINANCIAL RESULTS (000's)

Quarters Ended

December
2005

% of
Total

September
2005

% of
Total

December
2004

% of
Total

Operating revenues by division:

Mutual Funds / Managed
  Services


$


326,392


47.4


$


203,525


43.6


$


183,803


44.8

Institutional

196,216

28.5

170,233

36.5

137,314

33.4

Weath Management

165,921

24.1

91,732

19.7

89,661

21.8

Other

460

-   

898

0.2

93

-   

Total Operating Revenue

$

688,989

100.0

$

466,388

100.0

$

410,871

100.0

For the Nine Months Ended

December
2005

% of
Total

December
2004

% of
Total

Operating revenues by division:

Mutual Funds / Managed
  Services


$


720,408


45.2


$


515,635


45.5

Institutional

522,160

32.8

378,125

33.4

Weath Management

348,991

21.9

239,330

21.1

Other

1,504

0.1

624

-    

Total Operating Revenue

$

1,593,063

100.0

$

1,133,714

100.0

 

 

 

LEGG MASON, INC.
News Release - February 1, 2006
Page 10

LEGG MASON, INC. AND SUBSIDIARIES

ASSETS UNDER MANAGEMENT

(Dollar amounts in billions)

(Unaudited)

December 31

September 30

2005

% of Total

2004

% of Total

2005

% of Total

By asset class:

Equity

$

308.3

36.2

%

$

146.9

40.6

%

$

158.8

37.9

%

Fixed Income

542.5

63.8

%

215.1

59.4

%

259.7

62.1

%

Total

$

850.8

100.0

%

$

362.0

100.0

%

$

418.5

100.0

%

By division:

Wealth Management

$

62.9

7.4

%

$

49.3

13.6

%

$

49.9

11.9

%

Institutional

425.3

50.0

%

241.1

66.6

%

291.6

69.7

%

Mutual Funds / Managed
  Services


362.6


42.6


%


71.6


19.8


%


77.0


18.4


%

Total

$

850.8

100.0

%

$

362.0

100.0

%

$

418.5

100.0

%

 

COMPONENT CHANGES IN ASSETS UNDER MANAGEMENT

(Dollar amounts in billions)

(Unaudited)

Three Months Ended

Nine Months Ended

Twelve
Months Ended

December 31,

September 30,

December 31,

December,

2005

2004

2005

2005

2004

2005

Beginning of period

$

418.5

$

311.0

$

399.2

$

374.5

$

286.2

$

362.0

Net client cash flows

3.7

22.3

14.0

34.0

45.3

54.0

Market appreciation, net

7.1

22.5

6.2

21.7

24.3

14.2

Acquisitions (Dispositions),
  net

421.5

6.2

( 0.9

)

420.6

6.2

420.6

End of period

$

850.8

$

362.0

$

418.5

$

850.8

$

362.0

$

850.8

 

All periods presented have been restated to include certain previously excluded client assets, principally assets subadvised
by unaffiliated parties and certain non-discretionary accounts. As a result, reported assets under management of our
"legacy" advisers increased by $2.0 billion, $1.9 billion and $1.5 billion at December 31, 2005, September 30, 2005
and December 31, 2004, respectively.