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PZENA INVESTMENT MANAGEMENT, INC.
REPORTS RESULTS FOR THE THIRD QUARTER OF 2015

2015 revenue was $30.8 million for the third quarter.

2015 GAAP operating income was $16.2 million for the third quarter.

2015 GAAP diluted earnings per share was $0.13 for the third quarter. For the same period, non-GAAP diluted earnings per share was $0.12.

Declared a quarterly dividend of $0.03 per share.

NEW YORK, NEW YORK, October 20, 2015 - Pzena Investment Management, Inc. (NYSE: PZN) reported the following U.S. Generally Accepted Accounting Principles (GAAP) and non-GAAP basic and diluted net income and earnings per share for the three and nine months ended September 30, 2015 and 2014 (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,
 
2015
 
2014
 
2015
 
2014
 
(unaudited)
 
 
 
 
 
 
 
 
Basic Net Income
$
1,922

 
$
2,059

 
$
1,799

 
$
1,737

Basic Earnings Per Share
$
0.13

 
$
0.16

 
$
0.12

 
$
0.13

 
 
 
 
 
 
 
 
Diluted Net Income1
$
8,932

 
$
9,503

 
$
1,799

 
$
1,737

Diluted Earnings Per Share1
$
0.13

 
$
0.14

 
$
0.12

 
$
0.13

 
 
 
 
 
 
 
 
 
GAAP Basis
 
Non-GAAP Basis
 
For the Nine Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
 
(unaudited)
 
 
 
 
 
 
 
 
Basic Net Income
$
5,466

 
$
5,631

 
$
5,356

 
$
4,890

Basic Earnings Per Share
$
0.40

 
$
0.45

 
$
0.39

 
$
0.39

 
 
 
 
 
 
 
 
Diluted Net Income
$
25,391

 
$
26,193

 
$
26,208

 
$
25,452

Diluted Earnings Per Share
$
0.37

 
$
0.39

 
$
0.38

 
$
0.37

 
 
 
 
 
 
 
 
    1 During the three months ended September 30, 2015 and 2014, the calculation of non-GAAP diluted
         earnings per share resulted in an increase in earnings per share. Therefore, diluted net income and
         diluted earnings per share are assumed to be equal to basic net income and basic earnings per share.

1



        
The results for the three and nine months ended September 30, 2015 and 2014 include adjustments related to the Company's deferred tax asset, valuation allowance and the associated liability to its selling and converting shareholders. Results for 2015 also include adjustments related to certain non-recurring charges recognized in operating expenses related to our new corporate headquarters during the first and second quarters of 2015. 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 earnings per share were $1.8 million and $0.12, respectively, for the three months ended September 30, 2015, and $1.7 million and $0.13, respectively, for the three months ended September 30, 2014. Non-GAAP diluted net income and non-GAAP diluted earnings per share were $26.2 million and $0.38, respectively, for the nine months ended September 30, 2015, and $25.5 million and $0.37, respectively, for the nine months ended September 30, 2014. 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)
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended
 
For the Twelve Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
 
2015
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
Institutional Accounts
 
 
 
 
 
 
 
 
 
 
  Assets
 
 
 
 
 
 
 
 
 
 
     Beginning of Period
 
$
15.9

 
$
15.9

 
$
15.1

 
$
14.3

 
$
13.8

          Inflows
 
1.5

 
0.3

 
0.4

 
4.4

 
2.0

          Outflows
 
(0.6
)
 
(0.6
)
 
(0.8
)
 
(2.5
)
 
(3.3
)
          Net Flows
 
0.9

 
(0.3
)
 
(0.4
)
 
1.9

 
(1.3
)
          Market Appreciation/(Depreciation)
 
(1.9
)
 
0.3

 
(0.4
)
 
(1.3
)
 
1.8

     End of Period
 
$
14.9

 
$
15.9

 
$
14.3

 
$
14.9

 
$
14.3

 
 
 
 
 
 
 
 
 
 
 
Retail Accounts
 
 
 
 
 
 
 
 
 
 
  Assets
 
 
 
 
 
 
 
 
 
 
     Beginning of Period Assets
 
$
12.1

 
$
12.0

 
$
11.9

 
$
12.1

 
$
8.5

          Inflows
 
0.2

 
0.3

 
0.8

 
1.2

 
3.4

          Outflows
 
(0.3
)
 
(0.6
)
 
(0.5
)
 
(1.9
)
 
(1.3
)
          Net Flows
 
(0.1
)
 
(0.3
)
 
0.3

 
(0.7
)
 
2.1

          Market Appreciation/(Depreciation)
 
(1.4
)
 
0.4

 
(0.1
)
 
(0.8
)
 
1.5

     End of Period
 
$
10.6

 
$
12.1

 
$
12.1

 
$
10.6

 
$
12.1

 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
  Assets
 
 
 
 
 
 
 
 
 
 
     Beginning of Period
 
$
28.0

 
$
27.9

 
$
27.0

 
$
26.4

 
$
22.3

          Inflows
 
1.7

 
0.6

 
1.2

 
5.6

 
5.4

          Outflows
 
(0.9
)
 
(1.2
)
 
(1.3
)
 
(4.4
)
 
(4.6
)
          Net Flows
 
0.8

 
(0.6
)
 
(0.1
)
 
1.2

 
0.8

          Market Appreciation/(Depreciation)
 
(3.3
)
 
0.7

 
(0.5
)
 
(2.1
)
 
3.3

     End of Period
 
$
25.5

 
$
28.0

 
$
26.4

 
$
25.5

 
$
26.4

















3





Financial Discussion

Revenue (unaudited)
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
For the Three Months Ended
 
September 30,
 
June 30,
 
September 30,
 
2015
 
2015
 
2014
 
 
 
 
 
 
Institutional Accounts
$
23,233

 
$
21,492

 
$
21,431

Retail Accounts
7,539

 
8,018

 
8,174

    Total
$
30,772

 
$
29,510

 
$
29,605

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2015
 
2014
 
 
 
 
 
 
Institutional Accounts
 
 
$
65,694

 
$
62,233

Retail Accounts
 
 
23,241

 
21,718

    Total
 
 
$
88,935

 
$
83,951


Revenue was $30.8 million for the third quarter of 2015, an increase of 4.3% from $29.5 million for the second quarter of 2015, and of 3.9% from $29.6 million for the third quarter of 2014.

Included in these amounts were performance fees recognized of $3.2 million for the third quarter of 2015, compared to $0.3 million for the second quarter of 2015, and $2.1 million for the third quarter of 2014. In general, performance fees are calculated on an annualized basis over the contract's measurement period, which, for the majority of our performance fee arrangements, extends to three years.

Average assets under management for the third quarter of 2015 were $27.1 billion, a decrease of 4.2% from $28.3 billion for the second quarter of 2015 and an increase of 1.1% from $26.8 billion for the third quarter of 2014. The decrease from the second quarter of 2015 primary reflects market depreciation partially offset by net inflows.

The weighted average fee rate was 0.454% for the third quarter of 2015, increasing from 0.418% for the second quarter of 2015, and from 0.442% for the third quarter of 2014.

The weighted average fee rate for institutional accounts was 0.596% for the third quarter of 2015, increasing from 0.535% for the second quarter of 2015, and from 0.582% for the third quarter of 2014. The increase from last quarter primarily reflects the increase in performance fees recognized during the third quarter of 2015. The increase from the third quarter of 2014 primarily reflects the increase in performance fees, partially offset by a shift in mix toward our expanded value strategies which generally carry lower fee rates.

The weighted average fee rate for retail accounts was 0.262% for the third quarter of 2015, relatively flat from 0.263% for the second quarter of 2015, and decreasing from 0.271% for the third quarter of 2014.  The decrease from the third quarter of 2014 primarily reflects a shift in mix toward our expanded value strategies, which generally carry lower fee rates.


4




Total operating expenses were $14.5 million for the third quarter of 2015, decreasing from $16.3 million for the second quarter of 2015 and increasing from $13.0 million for the third quarter of 2014. The decrease in operating expenses from the second quarter of 2015 was primarily due to one-time and non-recurring charges associated with the move to our new headquarters during the second quarter of 2015. The increase from the third quarter of 2014 is driven by increases in compensation and headcount, and expenses associated with our mutual funds. Details of operating expenses and a reconciliation of GAAP to non-GAAP operating expenses are shown below:

Operating Expenses (unaudited)
 
 
 
 
 
 
($ thousands)
 
 
 
 
 
 
 
 
For the Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2015
 
2015
 
2014
 
 
 
 
 
 
 
Compensation and Benefits Expense
 
$
11,645

 
$
11,800

 
$
10,622

General and Administrative Expense
 
2,896

 
4,490

 
2,351

    GAAP Operating Expenses
 
14,541

 
16,290

 
12,973

One-Time Adjustments
 

 
(1,488
)
 

Non-GAAP Operating Expenses
 
$
14,541

 
$
14,802

 
$
12,973

 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
Compensation and Benefits Expense
 
 
 
$
35,515

 
$
30,571

General and Administrative Expense
 
 
 
10,989

 
7,176

    GAAP Operating Expenses
 
 
 
46,504

 
37,747

One-Time Adjustments
 
 
 
(1,834
)
 

Non-GAAP Operating Expenses
 
 
 
$
44,670

 
$
37,747



As of September 30, 2015, employee headcount was 88, down from 89 at June 30, 2015 and up from 79 at September 30, 2014.

The operating margin was 52.7% on a GAAP basis for the third quarter of 2015, compared to 44.8% for the second quarter of 2015, and 56.2% for the third quarter of 2014. Excluding the non-recurring charges associated with the move to our new headquarters during the second quarter of 2015, the operating margin was 49.8% on a non-GAAP basis for the second quarter of 2015.


5



Other (expense)/ income was an expense of approximately $5.0 million for the third quarter of 2015, income of $0.2 million for the second quarter of 2015, and an expense of $2.3 million for the third quarter of 2014. Other (expense)/ income includes the (losses)/ gains and other investment income recognized by the Company on its direct investments, as well as those recognized by external investors on their investments in investment partnerships that the Company consolidates. A portion of (losses)/ gains and other investment income associated with the investments of outside interests are offset in net income attributable to non-controlling interests. For the third quarter of 2015, other (expense)/ income also includes an expense of $0.7 million reflecting an increase in the Company's liability to its selling and converting shareholders resulting from an increase in expected future tax benefits described in income tax expense/ (benefit) below. Changes in the liability to selling and converting shareholders associated with changes in the realizability of the deferred tax asset generated expenses of $0.7 million and $1.8 million in the second quarter of 2015 and the third quarter of 2014, 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)
 
 
 
 
 
 
 
 
 For the Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2015
 
2015
 
2014
 
 
 
 
 
 
 
Net Interest and Dividend Income
 
$
187

 
$
308

 
$
88

(Losses)/ Gains and Other Investment Income
 
(4,398
)
 
460

 
(434
)
Change in Liability to Selling and Converting Shareholders¹
 
(697
)
 
(672
)
 
(1,824
)
Other (Expense)/ Income
 
(119
)
 
65

 
(179
)
    GAAP Other (Expense)/ Income
 
(5,027
)
 
161

 
(2,349
)
Change in Liability to Selling and Converting Shareholders¹
 
697

 
672

 
1,824

Outside Interests of Investment Partnerships²
 
2,605

 
(370
)
 
149

    Non-GAAP Other (Expense)/ Income, Net of Outside Interests
 
$
(1,725
)
 
$
463

 
$
(376
)
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
Net Interest and Dividend Income
 
 
 
$
615

 
$
268

(Losses)/ Gains and Other Investment Income
 
 
 
(3,923
)
 
80

Change in Liability to Selling and Converting Shareholders¹
 
 
 
(1,614
)
 
(3,947
)
Other Expense
 
 
 
(233
)
 
(205
)
    GAAP Other Expense
 
 
 
(5,155
)
 
(3,804
)
Change in Liability to Selling and Converting Shareholders¹
 
 
 
1,614

 
3,947

Outside Interests of Investment Partnerships²
 
 
 
2,295

 
19

    Non-GAAP Other (Expense)/ Income, Net of Outside Interests
 
 
 
$
(1,246
)
 
$
162

 
 
 
 
 
 
 
 
 
 
 
 
 
 
    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 income tax expense of $0.7 million for the third quarter of 2015 and $0.6 million for the second quarter of 2015, and an income tax benefit of $0.2 million for the third quarter of 2014. Income taxes for the third quarter of 2015 included a $0.8 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 created by operating company unit exchanges. This adjustment generated $0.8 million and $2.4 million in income tax benefits in the second quarter of 2015 and third quarter of 2014, respectively. Details of the income tax expense, as well as a reconciliation of the related GAAP and non-GAAP measures, are shown below:
Income Tax Expense/ (Benefit) (unaudited)
 
 
 
 
($ thousands)
 
 
 
 
 
 
 
 
For the Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2015
 
2015
 
2014
 
 
 
 
 
 
 
Non-GAAP Corporate Income Tax Expense
 
$
956

 
$
925

 
$
1,225

Non-GAAP Unincorporated and Other Business Tax Expenses
 
612

 
575

 
701

     Non-GAAP Income Tax Expense
 
1,568

 
1,500

 
1,926

         Change in Valuation Allowance1
 
(820
)
 
(790
)
 
(2,439
)
         Less: Effects of One-Time Adjustments2
 

 
(144
)
 

         Net Adjustment to Deferred Tax Asset3
 

 

 
293

GAAP Income Tax Expense/ (Benefit)
 
$
748

 
$
566

 
$
(220
)
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
Non-GAAP Corporate Income Tax Expense
 
 
 
$
2,767

 
$
3,559

Non-GAAP Unincorporated and Other Business Tax Expenses
 
 
 
1,718

 
2,318

     Non-GAAP Income Tax Expense
 
 
 
4,485

 
5,877

         Change in Valuation Allowance1
 
 
 
(1,907
)
 
(5,583
)
         Less: Effects of One-Time Adjustments2
 
 
 
(176
)
 

         Net Adjustment to Deferred Tax Asset3
 
 
 

 
895

GAAP Income Tax Expense
 
 
 
$
2,402

 
$
1,189

 
 
 
 
 
 
 
    1 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.
    2 Reflects the tax effect of non-recurring lease expenses on Corporate Income Tax Expense and Unincorporated and Other
        Business Tax Expenses for the second quarter of 2015 of $108 thousand and $36 thousand, respectively, and $25 thousand
        and $7 thousand for the first quarter of 2015, respectively, which are excluded from Non-GAAP results.
    3 Reflects the net impact of the changes in the Company's deferred tax asset and valuation allowance
        assessed against the deferred tax asset associated with the changes in expected future tax benefits.
      



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)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2015
 
2015
 
2014
 
 
 
 
 
 
 
 Operating Company Allocation
 
$
11,139

 
$
10,523

 
$
12,593

Add Back: Effects of One-Time Adjustments1
 

 
1,197

 

         Non-GAAP Operating Company Allocation
 
11,139

 
11,720

 
12,593

 Outside Interests of Investment Partnerships2
 
(2,605
)
 
370

 
(149
)
         Less: Effects of One-Time Adjustments1
 

 
(1,197
)
 

 GAAP Net Income Attributable to Non-Controlling Interests
 
$
8,534

 
$
10,893

 
$
12,444

 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
 Operating Company Allocation
 
 
 
$
31,703

 
$
35,599

Add Back: Effects of One-Time Adjustments1
 
 
 
1,475

 

         Non-GAAP Operating Company Allocation
 
 
 
33,178

 
35,599

 Outside Interests of Investment Partnerships2
 
 
 
(2,295
)
 
(19
)
         Less: Effects of One-Time Adjustments1
 
 
 
(1,475
)
 

 GAAP Net Income Attributable to Non-Controlling Interests
 
 
 
$
29,408

 
$
35,580

 
 
 
 
 
 
 
 
 
 
 
 
 
 
    1 Reflects the effects of non-recurring lease expenses on non-controlling interests.
    2 Represents the non-controlling interest allocation of the (loss)/ income of the Company's consolidated
          investment partnerships to its external investors.


On October 13, 2015, 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 20, 2015. The following dates apply to the dividend:

Record Date: November 12, 2015

Payment Date: November 25, 2015

During the last twelve months, inclusive of the dividend noted above, the Company declared total dividends of $0.41 per share of its Class A common stock.








8



Third Quarter 2015 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 21, 2015. 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 866-271-6130; international callers should dial 617-213-8894. The conference ID number is 52931344.

Replay: The conference call will be available for replay through November 7, 2015, 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 13, 2015 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,
 
 
 
2015
 
2014
 
 
 
 (unaudited)
 
 
 ASSETS
 
 
 
 
 
 Cash and Cash Equivalents
 
$
33,643

 
$
39,109

 
 Restricted Cash
 
3,659

 
2,810

 
 Due from Broker
 
556

 
94

 
 Advisory Fees Receivable
 
24,571

 
22,939

 
 Investments
 
28,369

 
27,945

 
 Prepaid Expenses and Other Assets
 
1,800

 
1,599

 
 Deferred Tax Asset, Net of Valuation Allowance
 
 
 
 
 
      of $53,029 and $44,239, respectively
 
17,139

 
14,618

 
 Property and Equipment, Net of Accumulated
 
 
 
 
 
     Depreciation of $993 and $3,072, respectively
 
8,013

 
2,772

 
      TOTAL ASSETS
 
$
117,750

 
$
111,886

 
 
 
 
 
 
 LIABILITIES AND EQUITY
 
 
 
 
 
 Liabilities:
 
 
 
 
 
 Accounts Payable and Accrued Expenses
 
$
19,629

 
$
5,974

 
 Due to Broker
 
794

 
698

 
 Securities Sold Short, at Fair Value
 
2,337

 
1,572

 
 Liability to Selling and Converting Shareholders
 
19,778

 
15,358

 
 Deferred Compensation Liability
 
2,096

 
2,211

 
 Lease Liability
 
247

 
354

 
 Other Liabilities
 
548

 
686

 
      TOTAL LIABILITIES
 
45,429

 
26,853

 
 
 
 
 
 
 
 Equity:
 
 
 
 
 
 Total Pzena Investment Management, Inc.'s Equity
 
16,484

 
18,401

 
 Non-Controlling Interests
 
55,837

 
66,632

 
      TOTAL EQUITY
 
72,321

 
85,033

 
      TOTAL LIABILITIES AND EQUITY
 
$
117,750

 
$
111,886








10



 PZENA INVESTMENT MANAGEMENT, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 (in thousands, except share and per-share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
 REVENUE
 
$
30,772

 
$
29,605

 
$
88,935

 
$
83,951

 
 
 
 
 
 
 
 
 
 
 
 
 EXPENSES
 
 
 
 
 
 
 
 
 
 Compensation and Benefits Expense
 
11,645

 
10,622

 
35,515

 
30,571

 
 General and Administrative Expense
 
2,896

 
2,351

 
10,989

 
7,176

 
 
 TOTAL OPERATING EXPENSES
 
14,541

 
12,973

 
46,504

 
37,747

 
 Operating Income
 
16,231

 
16,632

 
42,431

 
46,204

 
 
 
 
 
 
 
 
 
 
 
 
 Other Expense
 
(5,027
)
 
(2,349
)
 
(5,155
)
 
(3,804
)
 
 
 
 
 
 
 
 
 
 
 
 
 Income Before Taxes
 
11,204

 
14,283

 
37,276

 
42,400

 
 
 
 
 
 
 
 
 
 
 
 
 Income Tax Expense/ (Benefit)
 
748

 
(220
)
 
2,402

 
1,189

 
 Consolidated Net Income
 
10,456

 
14,503

 
34,874

 
41,211

 
 
 
 
 
 
 
 
 
 
 
 
 Less: Net Income Attributable to Non-Controlling Interests
 
8,534

 
12,444

 
29,408

 
35,580

 
 
 
 
 
 
 
 
 
 
 
 
 Net Income Attributable to Pzena Investment Management, Inc.
 
$
1,922

 
$
2,059

 
$
5,466

 
$
5,631

 
 
 
 
 
 
 
 
 
 
 
 
 Earnings per Share - Basic and Diluted Attributable to
 
 
 
 
 
 
 
 
 
 Pzena Investment Management, Inc. Common Stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Net Income for Basic Earnings per Share
 
$
1,922

 
$
2,059

 
$
5,466

 
$
5,631

 
 Basic Earnings per Share
 
$
0.13

 
$
0.16

 
$
0.40

 
$
0.45

 
 Basic Weighted Average Shares Outstanding
 
14,585,650

 
12,965,606

 
13,591,432

 
12,443,687

 
 
 
 
 
 
 
 
 
 
 
 
 Net Income for Diluted Earnings per Share
 
$
8,932

 
$
9,503

 
$
25,391

 
$
26,193

 
 Diluted Earnings per Share
 
$
0.13

 
$
0.14

 
$
0.37

 
$
0.39

 
 Diluted Weighted Average Shares Outstanding
 
68,036,216

 
67,632,072

 
68,136,888

 
67,879,923

 

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
 
 
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
 
 
September 30,
 
September 30,
 
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
 REVENUE
 
$
30,772

 
$
29,605

 
88,935

 
$
83,951

 
 
 
 
 
 
 
 
 
 
 
 
 EXPENSES
 
 
 
 
 
 
 
 
 
 Compensation and Benefits Expense
 
11,645

 
10,622

 
35,515

 
30,571

 
 General and Administrative Expense
 
2,896

 
2,351

 
9,155

 
7,176

 
 
 TOTAL OPERATING EXPENSES
 
14,541

 
12,973

 
44,670

 
37,747

 
 Operating Income
 
16,231

 
16,632

 
44,265

 
46,204

 
 
 
 
 
 
 
 
 
 
 
 
 Other (Expense)/ Income, Net of Outside Interests
 
(1,725
)
 
(376
)
 
(1,246
)
 
162

 
 
 
 
 
 
 
 
 
 
 
 
 Income Before Taxes and Operating Company Allocation
 
14,506

 
16,256

 
43,019

 
46,366

 
 
 
 
 
 
 
 
 
 
 
 
 Unincorporated and Other Business Tax Expenses
 
612

 
701

 
1,718

 
2,318

 
 Allocable Income
 
13,894

 
15,555

 
41,301

 
44,048

 
 
 
 
 
 
 
 
 
 
 
 
 Operating Company Allocation
 
11,139

 
12,593

 
33,178

 
35,599

 
 Income Before Corporate Income Taxes
 
2,755

 
2,962

 
8,123

 
8,449

 
 
 
 
 
 
 
 
 
 
 
 
Corporate Income Tax Expense
 
956

 
1,225

 
2,767

 
3,559

 
Non-GAAP Net Income
 
$
1,799

 
$
1,737

 
$
5,356

 
$
4,890

 
Effect of One-Time Adjustments
 

 

 
(183
)
 

 
Tax Receivable Agreement Income, Net of Taxes
 
123

 
322

 
293

 
741

 
GAAP Net Income
 
$
1,922

 
$
2,059

 
$
5,466

 
$
5,631

 
 
 
 
 
 
 
 
 
 
 
 
 Earnings Per Share - Basic and Diluted Attributable to
 
 
 
 
 
 
 
 
 
 Pzena Investment Management, Inc. Common Stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Net Income for Basic Earnings per Share
 
$
1,799

 
$
1,737

 
$
5,356

 
$
4,890

 
 
      Basic Earnings per Share
 
$
0.12

 
$
0.13

 
$
0.39

 
$
0.39

 
 
      Basic Weighted Average Shares Outstanding
 
14,585,650

 
12,965,606

 
13,591,432

 
12,443,687

 
 
 
 
 
 
 
 
 
 
 
 
 
      Net Income for Diluted Earnings per Share
 
$
1,799

 
$
1,737

 
$
26,208

 
$
25,452

 
 
      Diluted Earnings per Share
 
$
0.12

 
$
0.13

 
$
0.38

 
$
0.37

 
 
      Diluted Weighted Average Shares Outstanding
 
14,585,650

 
12,965,606

 
68,136,888

 
67,879,923

 


12