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EX-99.1 - EXHIBIT PDF - Pzena Investment Management, Inc.a3q13earningsrelease.pdf
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PZENA INVESTMENT MANAGEMENT, INC. REPORTS RESULTS
FOR THE THIRD QUARTER OF 2013

Revenue was $24.0 million for the third quarter, operating income was $13.0 million.
Diluted earnings per share was $0.12 on a GAAP basis and $0.11 on a non-GAAP basis.
Declared a quarterly dividend of $0.03 per share.

NEW YORK, NEW YORK, October 22, 2013 - Pzena Investment Management, Inc. (NYSE: PZN) reported the following U.S. GAAP (U.S. Generally Accepted Accounting Principles) and non-GAAP basic and diluted net income and earnings per share for the three and nine months ended September 30, 2013 and 2012 (in thousands, except per-share amounts):


GAAP Basis
 
Non-GAAP Basis
 
For the Three Months Ended
 
For the Three Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
(unaudited)
 
 
 
 
 
 
 
 
Basic Net Income
$
1,956

 
$
1,263

 
$
1,381

 
$
872

Basic Earnings Per Share
$
0.16

 
$
0.12

 
$
0.11

 
$
0.08

 
 
 
 
 
 
 
 
Diluted Net Income
$
7,866

 
$
5,562

 
$
7,291

 
$
5,171

Diluted Earnings Per Share
$
0.12

 
$
0.09

 
$
0.11

 
$
0.08

 
 
 
 
 
 
 
 
 
GAAP Basis
 
Non-GAAP Basis
 
For the Nine Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
 
(unaudited)
 
 
 
 
 
 
 
 
Basic Net Income
$
4,391

 
$
2,884

 
$
3,589

 
$
2,528

Basic Earnings Per Share
$
0.37

 
$
0.27

 
$
0.30

 
$
0.24

 
 
 
 
 
 
 
 
Diluted Net Income
$
20,129

 
$
15,594

 
$
19,327

 
$
15,238

Diluted Earnings Per Share
$
0.30

 
$
0.24

 
$
0.29

 
$
0.23


1





The results for the three and nine months ended September 30, 2013 and 2012 include recurring adjustments related to the Company's deferred tax asset generated by the Company’s initial public offering and subsequent unit conversions, tax receivable agreement and the associated liability to its selling and converting shareholders. Management believes that these accounting adjustments add a measure of non-operational complexity which obscures the underlying performance of the business. In evaluating the financial condition and results of operations, management also reviews non-GAAP measures of earnings, which exclude these items. Excluding these adjustments, non-GAAP diluted net income and non-GAAP diluted net income per share were $7.3 million and $0.11, respectively, for the three months ended September 30, 2013, and $5.2 million and $0.08, respectively, for the three months ended September 30, 2012. Non-GAAP diluted net income and non-GAAP diluted net income per share were $19.3 million and $0.29, respectively, for the nine months ended September 30, 2013, and $15.2 million and $0.23, respectively, for the nine months ended September 30, 2012. GAAP and non-GAAP net income for diluted earnings per share generally assume all operating company membership units are converted into Company stock at the beginning of the reporting period, and the resulting change to Company GAAP and non-GAAP net income associated with its increased interest in the operating company is taxed at the Company's effective tax rate, exclusive of the adjustments noted above and other adjustments. When this conversion results in an increase in earnings per share or a decrease in loss per share, diluted net income and diluted earnings per share are assumed to be equal to basic net income and basic earnings per share for the reporting period.

Management uses the non-GAAP measures to assess the strength of the underlying operations of the business. It believes the non-GAAP measures provide information to better analyze the Company's operations between periods and over time. Investors should consider the non-GAAP measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
    

2



Assets Under Management (unaudited)
 
 
 
 
 
 
 
 
 
 
($ billions)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
 
2013
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
Institutional Accounts
 
 
 
 
 
 
 
 
 
 
  Assets
 
 
 
 
 
 
 
 
 
 
     Beginning of Period
 
$
12.6

 
$
12.2

 
$
10.9

 
$
11.2

 
$
10.0

          Inflows
 
1.2

 
0.1

 
0.3

 
1.8

 
1.3

          Outflows
 
(0.5
)
 
(0.4
)
 
(0.7
)
 
(2.1
)
 
(2.7
)
          Net Flows
 
0.7

 
(0.3
)
 
(0.4
)
 
(0.3
)
 
(1.4
)
          Market Appreciation/(Depreciation)
 
1.0

 
0.7

 
0.7

 
3.4

 
2.6

     End of Period
 
$
14.3

 
$
12.6

 
$
11.2

 
$
14.3

 
$
11.2

 
 
 
 
 
 
 
 
 
 
 
Retail Accounts
 
 
 
 
 
 
 
 
 
 
  Assets
 
 
 
 
 
 
 
 
 
 
     Beginning of Period Assets
 
$
7.7

 
$
7.3

 
$
2.2

 
$
5.6

 
$
2.2

          Inflows
 
0.3

 
0.3

 
3.3

 
1.7

 
3.8

          Outflows
 
(0.3
)
 
(0.4
)
 
(0.3
)
 
(1.1
)
 
(1.2
)
          Net Flows
 

 
(0.1
)
 
3.0

 
0.6

 
2.6

          Market Appreciation/(Depreciation)
 
0.3

 
0.5

 
0.4

 
1.8

 
0.8

     End of Period
 
$
8.0

 
$
7.7

 
$
5.6

 
$
8.0

 
$
5.6

 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
  Assets
 
 
 
 
 
 
 
 
 
 
     Beginning of Period
 
$
20.3

 
$
19.5

 
$
13.1

 
$
16.8

 
$
12.2

          Inflows
 
1.5

 
0.4

 
3.6

 
3.5

 
5.1

          Outflows
 
(0.8
)
 
(0.8
)
 
(1.0
)
 
(3.2
)
 
(3.9
)
          Net Flows
 
0.7

 
(0.4
)
 
2.6

 
0.3

 
1.2

          Market Appreciation/(Depreciation)
 
1.3

 
1.2

 
1.1

 
5.2

 
3.4

     End of Period
 
$
22.3

 
$
20.3

 
$
16.8

 
$
22.3

 
$
16.8

















3



Financial Discussion

Revenue (unaudited)
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
Three Months Ended
 
September 30,
 
June 30,
 
September 30,
 
2013
 
2013
 
2012
 
 
 
 
 
 
Institutional Accounts
$
19,344

 
$
17,411

 
$
15,741

Retail Accounts
4,702

 
4,721

 
3,120

    Total
$
24,046

 
$
22,132

 
$
18,861

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
 
 
 
 
 
Institutional Accounts
 
 
$
53,295

 
$
49,110

Retail Accounts
 
 
13,725

 
7,858

    Total
 
 
$
67,020

 
$
56,968


Revenue was $24.0 million for the third quarter of 2013, an increase of 8.6% from $22.1 million for the second quarter of 2013, and an increase of 27.5% from $18.9 million for the third quarter of 2012.

Average assets under management for the third quarter of 2013 was $21.4 billion, an increase of 6.5% from $20.1 billion for the second quarter of 2013 and an increase of 44.6% from $14.8 billion for the third quarter of 2012. The increase from the second quarter of 2013 and from the third quarter of 2012 was due to market appreciation and net inflows.

The weighted average fee rate was 0.450% for the third quarter of 2013, increasing from 0.441% for the second quarter of 2013, and decreasing from 0.508% for the third quarter of 2012. The increase from the second quarter of 2013 was primarily due to performance fees recognized during the third quarter of 2013. The decrease from the third quarter of 2012 reflects the increase in average assets under management primarily associated with the large inflow representing the Company's assignment to manage 28% of the Vanguard Windsor Fund as of the beginning of August 2012.

The weighted average fee rate for institutional accounts was 0.575% for the third quarter of 2013, increasing from 0.556% for the second quarter of 2013, and remaining flat from 0.575% for the third quarter of 2012. The increase from the second quarter of 2013 was primarily due to performance fees recognized during the third quarter of 2013. The flat year-over-year rate reflects performance fees recognized during the third quarter of 2013 offset by the addition of assets in certain of our expanded value products and substantial relationships that generally carry lower fee rates along with the reduction of fee rates for certain of our large relationships.

The weighted average fee rate for retail accounts was 0.238% for the third quarter of 2013, decreasing from 0.250% for the second quarter of 2013, and from 0.321% for the third quarter of 2012.  The decrease from the second quarter of 2013 is primarily due to the full period impact of the reduction of fee rates on certain of our large relationships during the second quarter of 2013. The decrease from the third quarter of 2012 was primarily due to the increase in average assets during 2013. Our tiered fee schedules typically charge lower rates as account size increases. The decrease from the third quarter of 2012 also reflects the impact of the Vanguard assignment and the impact of fee reductions.


4



Total operating expenses were $11.1 million in the third quarter of 2013, increasing from $10.9 million in the second quarter of 2013 and increasing from $9.5 million for the third quarter of 2012. The increase from the second quarter of 2013 represents increases in the Company's discretionary bonus accrual. The increase from the third quarter of 2012 reflects an increase in salary and headcount, our discretionary bonus accrual, as well as the amortization of previously issued awards recognized in compensation and benefits expense during 2013. The increase in operating expense from the third quarter of 2012 also reflects an increase in business activities recognized in general and administration expense during 2013. Details of operating expenses are shown below:

Operating Expenses (unaudited)
 
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
Compensation and Benefits Expense
 
$
9,100

 
$
8,914

 
$
7,689

General and Administrative Expense
 
1,995

 
1,943

 
1,764

    Operating Expenses
 
$
11,095

 
$
10,857

 
$
9,453

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2013
 
2012
 
 
 
 
 
 
 
Compensation and Benefits Expense
 
 
 
$
27,622

 
$
23,874

General and Administrative Expense
 
 
 
5,747

 
5,383

    Operating Expenses
 
 
 
$
33,369

 
$
29,257



As of September 30, 2013, employee headcount was 71, up from 70 at June 30, 2013 and from 68 at September 30, 2012.

The operating margin was 53.9% for the third quarter of 2013, compared to 50.9% for the second quarter of 2013, and 49.9% for the third quarter of 2012.



















5



Other (expense)/ income was an expense of $2.7 million for the third quarter of 2013, income of $0.3 million for the second quarter of 2013, and an expense of $1.2 million for the third quarter of 2012. Other (expense)/ income includes the net realized and unrealized gain/(loss) recognized by the Company on its direct investments, as well as those recognized by the Company's external investors on their investments in investment partnerships that the Company is required to consolidate. A portion of realized and unrealized gain/(loss) associated with the investments of the Company's outside interests are offset in net income attributable to non-controlling interests. For the third quarter of 2013, other (expense)/ income also includes an expense of $3.3 million associated with an increase in the Company's liability to its selling and converting shareholders resulting from changes in the realizability of its related deferred tax asset. Such adjustments generated expenses of $0.2 million and $1.7 million in the second quarter of 2013 and the third quarter of 2012, respectively. Details of other (expense)/ income, as well as a reconciliation of the related GAAP and non-GAAP measures, are shown below:

Other (Expense)/ Income (unaudited)
 
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
Net Interest and Dividend Income
 
$
82

 
$
114

 
$
94

Net Realized and Unrealized Gain from Investments
 
498

 
414

 
395

Change in Liability to Selling and Converting Shareholders¹
 
(3,257
)
 
(229
)
 
(1,684
)
Other (Expense)
 
(71
)
 
(48
)
 
(44
)
    GAAP Other (Expense)/ Income
 
(2,748
)
 
251

 
(1,239
)
Change in Liability to Selling and Converting Shareholders¹
 
3,257

 
229

 
1,684

Outside Interests of Investment Partnerships²
 
(211
)
 
(311
)
 
(210
)
    Non-GAAP Other Income, Net of Outside Interests
 
$
298

 
$
169

 
$
235

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2013
 
2012
 
 
 
 
 
 
 
Net Interest and Dividend Income
 
 
 
$
252

 
$
221

Net Realized and Unrealized Gain from Investments
 
 
 
1,763

 
1,061

Change in Liability to Selling and Converting Shareholders¹
 
 
 
(4,525
)
 
(2,342
)
Other (Expense)
 
 
 
(159
)
 
(11
)
    GAAP Other (Expense)/ Income
 
 
 
(2,669
)
 
(1,071
)
Change in Liability to Selling and Converting Shareholders¹
 
 
 
4,525

 
2,342

Outside Interests of Investment Partnerships²
 
 
 
(930
)
 
(563
)
    Non-GAAP Other Income, Net of Outside Interests
 
 
 
$
926

 
$
708

 
 
 
 
 
 
 
 
 
 
 
 
 
 
    1 Reflects the change in the liability to the Company’s selling and converting shareholders associated with
          the deferred tax asset generated by the Company’s initial public offering and subsequent unit conversions.
 
 
 
 
 
 
 
    2 Represents the non-controlling interest allocation of the loss/(income) of the Company's consolidated
          investment partnerships to its external investors.


6



The Company recognized a $2.1 million income tax benefit for the third quarter of 2013, a $1.2 million income tax expense for the second quarter of 2013, and a $0.8 million income tax benefit for the third quarter of 2012. Third quarter of 2013 income taxes included a $3.8 million income tax benefit associated with a decrease to the valuation allowance recorded against the Company's deferred tax asset related to the basis step ups associated with operating company unit exchanges. Such adjustments generated $0.6 million and $2.1 million in income tax benefit in the second quarter of 2013 and third quarter of 2012, respectively. The Company also recognized a $0.3 million income tax expense during the second quarter 2013 representing the net impact of the change in the Company's deferred tax asset and valuation allowance assessed against the deferred tax asset associated with a change in the Company's effective tax rate. Details of the income tax (benefit)/ expense, as well as a reconciliation of the related GAAP and non-GAAP measures, are shown below:

Income Tax (Benefit)/Expense (unaudited)
 
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
Corporate Income Tax Expense
 
$
985

 
$
834

 
$
654

Unincorporated Business Tax Expense
 
763

 
670

 
594

     Non-GAAP Income Tax Expense
 
1,748

 
1,504

 
1,248

         Change in Valuation Allowance2
 
(3,832
)
 
(556
)
 
(2,075
)
         Net Adjustment to Deferred Tax Asset3
 

 
286

 

GAAP Income Tax (Benefit)/Expense
 
$
(2,084
)
 
$
1,234

 
$
(827
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2013
 
2012
 
 
 
 
 
 
 
Corporate Income Tax Expense
 
 
 
$
2,552

 
$
1,873

Unincorporated Business Tax Expense¹
 
 
 
1,487

 
1,778

     Non-GAAP Income Tax Expense
 
 
 
4,039

 
3,651

         Change in Valuation Allowance2
 
 
 
(5,613
)
 
(2,698
)
         Net Adjustment to Deferred Tax Asset3
 
 
 
286

 

GAAP Income Tax (Benefit)/Expense
 
 
 
$
(1,288
)
 
$
953

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    1 Includes a $0.6 million tax benefit recognized in the first quarter of 2013 associated with the
        amendment of prior year tax returns to change the methodology for state and local receipts.
 
    2 Reflects the change in the valuation allowance assessed against the deferred tax asset established
         as part of the Company's initial public offering and subsequent unit conversions.
 
    3 Reflects the net impact of the change in the Company's deferred tax asset and valuation allowance
          assessed against the deferred tax asset associated with a change in the Company's effective tax rate.


7



Details of the net income attributable to non-controlling interests of the Company's operating company and consolidated subsidiaries, as well as a reconciliation of the related GAAP and non-GAAP measures, are shown below:

Non-Controlling Interests (unaudited)
 
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
 Operating Company Allocation
 
$
10,120

 
$
8,715

 
$
7,523

 Outside Interests of Investment Partnerships1
 
211

 
311

 
210

 GAAP Net Income Attributable to Non-Controlling Interests
 
$
10,331

 
$
9,026

 
$
7,733

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 Operating Company Allocation
 
 
 
$
26,949

 
$
22,240

 Outside Interests of Investment Partnerships1
 
 
 
930

 
563

 GAAP Net Income Attributable to Non-Controlling Interests
 
 
 
$
27,879

 
$
22,803

 
 
 
 
 
 
 
 
 
 
 
 
 
 
    1 Represents the non-controlling interest allocation of the income/(loss) of the Company's consolidated
          investment partnerships to its external investors.


On October 15, 2013, the Company's Board of Directors approved a quarterly dividend of $0.03 per share of its Class A common stock to be declared on October 22, 2013. The following dates apply to the dividend:

Record Date: November 14, 2013

Payment Date: November 29, 2013

During the last twelve months, inclusive of the dividend noted above, the Company declared total dividends of $0.25 per share of its Class A common stock.

Third Quarter 2013 Earnings Call Information

Pzena Investment Management, Inc. (NYSE: PZN) will hold a conference call to discuss the Company's financial results and outlook at 10:00 a.m. ET, Wednesday, October 23, 2013. The call will be open to the public.

Webcast Instructions: To gain access to the webcast, which will be "listen-only," go to the Events page in the Investor Relations area of the Company's website, www.pzena.com.

Teleconference Instructions: To gain access to the conference call via telephone, U.S./Canada callers should dial 877-280-4955; international callers should dial 857-244-7312. The conference ID number is 11426501.

8




Replay: The conference call will be available for replay through November 10, 2013, on the web using the information given above.


About Pzena Investment Management

Pzena Investment Management, LLC, the firm's operating company, is a value-oriented investment management firm. Founded in 1995, Pzena Investment Management has built a diverse, global client base. More firm and stock information is posted at www.pzena.com.

Forward-Looking Statements

This press release may contain, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current assumptions, expectations and projections about future events. Words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of the Company's management and involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.

Among the factors that could cause actual results to differ from those expressed or implied by a forward-looking statement are those described in the sections entitled “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company's Annual Report on Form 10-K, as filed with the SEC on March 12, 2013 and in the Company's Quarterly Reports on Form 10-Q as filed with the SEC. In light of these risks, uncertainties, assumptions, and factors, actual results could differ materially from those expressed or implied in the forward-looking statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this release.

The Company is not under any obligation and does not intend to make publicly available any update or other revisions to any forward-looking statements to reflect circumstances existing after the date of this release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

Contact: Gary Bachman, 212-355-1600 or bachman@pzena.com







9



 PZENA INVESTMENT MANAGEMENT, INC.
 
 
 
 
 
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 (in thousands)
 
 
 
 
 
 
 
 
 
 As of
 
 
 
September 30,
 
December 31,
 
 
 
2013
 
2012
 
 
 
 (unaudited)
 
 
 ASSETS
 
 
 
 
 
 Cash and Cash Equivalents
 
$
34,962

 
$
32,645

 
 Restricted Cash
 
1,031

 
1,030

 
 Due from Broker
 
232

 
22

 
 Advisory Fees Receivable
 
19,900

 
14,626

 
 Investments, at Fair Value
 
7,237

 
5,170

 
 Prepaid Expenses and Other Assets
 
1,449

 
719

 
 Deferred Tax Asset, Net of Valuation Allowance
 
 
 
 
 
      of $54,354 and $59,917, respectively
 
13,254

 
9,688

 
 Property and Equipment, Net of Accumulated
 
 
 
 
 
     Depreciation of $2,798 and $2,695, respectively
 
829

 
779

 
      TOTAL ASSETS
 
$
78,894

 
$
64,679

 
 
 
 
 
 
 LIABILITIES AND EQUITY
 
 
 
 
 
 Liabilities:
 
 
 
 
 
 Accounts Payable and Accrued Expenses
 
$
14,577

 
$
4,305

 
 Due to Broker
 
64

 
23

 
 Liability to Selling and Converting Shareholders
 
12,859

 
9,656

 
 Lease Liability
 
884

 
1,203

 
 Deferred Compensation Liability
 
1,649

 
1,327

 
 Other Liabilities
 
135

 
199

 
      TOTAL LIABILITIES
 
30,168

 
16,713

 
 
 
 
 
 
 
 Equity:
 
 
 
 
 
 Total Pzena Investment Management, Inc.'s Equity
 
15,246

 
14,569

 
 Non-Controlling Interests
 
33,480

 
33,397

 
      TOTAL EQUITY
 
48,726

 
47,966

 
      TOTAL LIABILITIES AND EQUITY
 
$
78,894

 
$
64,679




10



 PZENA INVESTMENT MANAGEMENT, INC.
 
 
 
 
 
 
 
 
 
 
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except share and per-share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 REVENUE
 
$
24,046

 
$
18,861

 
$
67,020

 
$
56,968

 
 
 
 
 
 
 
 
 
 
 EXPENSES
 
 
 
 
 
 
 
 
 Compensation and Benefits Expense
 
9,100

 
7,689

 
27,622

 
23,874

 General and Administrative Expense
 
1,995

 
1,764

 
5,747

 
5,383

 
 TOTAL OPERATING EXPENSES
 
11,095

 
9,453

 
33,369

 
29,257

 Operating Income
 
12,951

 
9,408

 
33,651

 
27,711

 
 
 
 
 
 
 
 
 
 
 Other (Expense)
 
(2,748
)
 
(1,239
)
 
(2,669
)
 
(1,071
)
 
 
 
 
 
 
 
 
 
 
 Income Before Taxes
 
10,203

 
8,169

 
30,982

 
26,640

 
 
 
 
 
 
 
 
 
 
 Income Tax (Benefit)/ Expense
 
(2,084
)
 
(827
)
 
(1,288
)
 
953

 Consolidated Net Income
 
12,287

 
8,996

 
32,270

 
25,687

 
 
 
 
 
 
 
 
 
 
 Less: Net Income Attributable to Non-Controlling Interests
 
10,331

 
7,733

 
27,879

 
22,803

 
 
 
 
 
 
 
 
 
 
 Net Income Attributable to Pzena Investment Management, Inc.
 
 
 
 
 
 
 
 
 
 
 
$
1,956

 
$
1,263

 
$
4,391

 
$
2,884

 
 
 
 
 
 
 
 
 
 
 Earnings per Share - Basic and Diluted Attributable to
 
 
 
 
 
 
 
 
 Pzena Investment Management, Inc. Common Stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Net Income for Basic Earnings per Share
 
$
1,956

 
$
1,263

 
$
4,391

 
$
2,884

 Basic Earnings per Share
 
$
0.16

 
$
0.12

 
$
0.37

 
$
0.27

 Basic Weighted Average Shares Outstanding
 
12,209,978

 
10,780,603

 
11,934,142

 
10,640,878

 
 
 
 
 
 
 
 
 
 
 Net Income for Diluted Earnings per Share
 
$
7,866

 
$
5,562

 
$
20,129

 
$
15,594

 Diluted Earnings per Share
 
$
0.12

 
$
0.09

 
$
0.30

 
$
0.24

 Diluted Weighted Average Shares Outstanding
 
66,714,033

 
65,404,610

 
66,610,381

 
65,382,457





11



 
 PZENA INVESTMENT MANAGEMENT, INC.
 
 
 
 
 
 
 
 
 
 
 
 UNAUDITED NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (in thousands, except share and per-share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Basis
 
Non-GAAP Basis
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 REVENUE
 
$
24,046

 
$
18,861

 
$
67,020

 
$
56,968

 
 
 
 
 
 
 
 
 
 
 EXPENSES
 
 
 
 
 
 
 
 
 Compensation and Benefits Expense
 
9,100

 
7,689

 
27,622

 
23,874

 General and Administrative Expense
 
1,995

 
1,764

 
5,747

 
5,383

 
 TOTAL OPERATING EXPENSES
 
11,095

 
9,453

 
33,369

 
29,257

 Operating Income
 
12,951

 
9,408

 
33,651

 
27,711

 
 
 
 
 
 
 
 
 
 
 Other Income, Net of Outside Interests
 
298

 
235

 
926

 
708

 
 
 
 
 
 
 
 
 
 
 Income Before Taxes and Operating Company Allocation
 
13,249

 
9,643

 
34,577

 
28,419

 
 
 
 
 
 
 
 
 
 
 Unincorporated Business Tax Expense
 
763

 
594

 
1,487

 
1,778

 Allocable Income
 
12,486

 
9,049

 
33,090

 
26,641

 
 
 
 
 
 
 
 
 
 
 Operating Company Allocation
 
10,120

 
7,523

 
26,949

 
22,240

 Income Before Corporate Income Taxes
 
2,366

 
1,526

 
6,141

 
4,401

 
 
 
 
 
 
 
 
 
 
 Corporate Income Tax Expense
 
985

 
654

 
2,552

 
1,873

 Non-GAAP Net Income
 
$
1,381

 
$
872

 
$
3,589

 
$
2,528

 Tax Receivable Agreement Income/ (Expense), Net of Taxes
 
575

 
391

 
802

 
356

 GAAP Net Income
 
$
1,956

 
$
1,263

 
$
4,391

 
$
2,884

 
 
 
 
 
 
 
 
 
 
 Earnings Per Share - Basic and Diluted Attributable to
 
 
 
 
 
 
 
 
 Pzena Investment Management, Inc. Common Stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Net Income for Basic Earnings per Share
 
$
1,381

 
$
872

 
$
3,589

 
$
2,528

 
      Basic Earnings per Share
 
$
0.11

 
$
0.08

 
$
0.30

 
$
0.24

 
      Basic Weighted Average Shares Outstanding
 
12,209,978

 
10,780,603

 
11,934,142

 
10,640,878

 
 
 
 
 
 
 
 
 
 
 
      Net Income for Diluted Earnings per Share
 
$
7,291

 
$
5,171

 
$
19,327

 
$
15,238

 
      Diluted Earnings per Share
 
$
0.11

 
$
0.08

 
$
0.29

 
$
0.23

 
      Diluted Weighted Average Shares Outstanding
 
66,714,033

 
65,404,610

 
66,610,381

 
65,382,457




12