Pzena Investment Management, Inc. Reports Results for the Fourth Quarter and Full...

Mon Feb 11, 2008 9:21pm EST
 
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Pzena Investment Management, Inc. Reports Results for the Fourth Quarter and Full Year 2007


   --  Pzena Class A Common Stock began trading on the New York Stock
        Exchange on October 25, 2007, under the ticker symbol "PZN"

   --  Revenues were $34.8 million for fourth quarter 2007 and $147.1
        million for full year 2007

   --  Pro forma net income was $1.1 million for fourth quarter 2007
        and $4.9 million for full year 2007

   --  Pro forma earnings per share were $0.18 for fourth quarter
        2007 and $0.81 for full year 2007
NEW YORK--(Business Wire)--
Pzena Investment Management, Inc. (NYSE: PZN) reported fourth
quarter 2007 net income, generated through the company's 9.5% economic
interest in the results of its operating company, of $0.7 million, or
$0.12 per diluted share. Net income and earnings per diluted share for
the full year 2007 were the same as for the fourth quarter, as these
both represent results for the period subsequent to the company's
initial public offering.

   On a pro forma basis, the company reported fourth quarter 2007 net
income of $1.1 million, or $0.18 per diluted share, compared with $1.2
million, or $0.20 per diluted share, for the fourth quarter of 2006,
and $1.4 million, or $0.23 per diluted share, for the third quarter of
2007. For the year ended December 31, 2007, pro forma net income and
earnings per diluted share were $4.9 million and $0.81, respectively,
compared with $3.7 million and $0.60, respectively, for 2006.

   The pro forma adjustments give effect to: (i) the company's
initial public offering on October 30, 2007; (ii) the full year effect
of the three-year $60 million term loan agreement completed by Pzena's
operating company on July 23, 2007; (iii) the amendment of Pzena's
operating company's operating agreement on March 31, 2007 to remove
all mandatory unit redemption provisions; and (iv) the acceleration of
all outstanding unvested operating company units and options as of
March 31, 2007. All such adjustments have been recorded as if they had
occurred at the beginning of each period presented. All pro forma
earnings per share figures have been presented assuming that all stock
and stock equivalents have been outstanding as of the beginning of
each period presented. Management believes that these adjustments, and
the non-GAAP measures derived from them, provide information to better
analyze the company's operations between periods and over time.
Investors should consider non-GAAP measures in addition to, and not as
a substitute for, financial measures prepared in accordance with GAAP.
A reconciliation of the non-GAAP measures disclosed in this press
release with the most comparable GAAP measures are included in the
financial tables attached to this press release.

   Flows and Assets Under Management

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Assets Under Management
------------------------
($ billions)
                             Three Months Ended         Year Ended
                         --------------------------- -----------------
                         December September December December December
                            31,      30,       31,      31,      31,
                           2007     2007      2006     2007     2006
                         -------- --------- -------- -------- --------


Separately-Managed
 Accounts
   Beginning of Period
    Assets                  $16.0     $16.5    $13.4    $14.5    $10.4
        Net Flows           (0.1)       0.7      0.2      1.5      2.1
        Appreciation        (1.9)     (1.2)      0.9    (2.0)      2.0
                         -------- --------- -------- -------- --------
   End of Period Assets     $14.0     $16.0    $14.5    $14.0    $14.5

Sub-Advised Accounts
   Beginning of Period
    Assets                  $12.9     $14.1    $11.5    $12.8     $6.4
        Net Flows           (1.7)     (0.3)      0.7    (1.6)      4.7
        Appreciation        (1.6)     (0.9)      0.6    (1.6)      1.7
                         -------- --------- -------- -------- --------
   End of Period Assets      $9.6     $12.9    $12.8     $9.6    $12.8

Total
   Beginning of Period
    Assets                  $28.9     $30.6    $24.9    $27.3    $16.8
        Net Flows           (1.8)       0.4      0.9    (0.1)      6.8
       Appreciation         (3.5)     (2.1)      1.5    (3.6)      3.7
                         -------- --------- -------- -------- --------
   End of Period Assets     $23.6     $28.9    $27.3    $23.6    $27.3

*T

   At December 31, 2007, the company managed $23.6 billion in total
assets, a decrease of 18.3% from $28.9 billion at September 30, 2007,
and a decrease of 13.6% from $27.3 billion at December 31, 2006.
During the fourth quarter of 2007, assets under management declined
due to $3.5 billion in market depreciation and $1.8 billion in net
outflows. The net outflows were nearly all in the sub-advised funds.
The decrease year-over-year in assets under management was due almost
entirely to $3.6 billion in market depreciation.

   At December 31, 2007, the company managed $14.0 billion in
separate accounts and $9.6 billion in sub-advised funds, for a total
of $23.6 billion in assets. During the fourth quarter of 2007, assets
in separately-managed accounts decreased $2.0 billion, or 12.5%, from
$16.0 billion at September 30, 2007, due to $1.9 billion in market
depreciation and $0.1 billion in net outflows. During the same period,
sub-advised assets declined $3.3 billion, or 25.6%, from $12.9
billion, due to $1.7 billion in net outflows and $1.6 billion in
market depreciation.

   For the year ended December 31, 2007, assets in separately-managed
accounts decreased $0.5 billion, or 3.4%, from $14.5 billion at
December 31, 2006, due to $2.0 billion in market depreciation, offset
by net inflows of $1.5 billion. During the same period, sub-advised
assets decreased $3.2 billion, or 25.0%, from $12.8 billion, due to
$1.6 billion in net outflows and $1.6 billion in market depreciation.

   Commenting on the quarterly and full year results, Chief Executive
Officer Richard Pzena said, "In a very difficult environment for value
investors, our performance suffered during the fourth quarter. The
Russell 1000 Value Index was negative for the year, and our Large Cap
Value Service - what we would call a deep value portfolio - fell by
12.3%. That underperformance led to asset outflows, predominantly
among our sub-advised relationships. But minimal attrition among our
institutional clients is a reflection of their understanding of our
rigorous research and discipline. In fact, we have launched a new
financials-only service specifically to capitalize on the
extraordinary opportunity our research tells us can be found in the
financial sector."

   Financial Discussion

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Revenue
------------------------
($ millions)
                             Three Months Ended         Year Ended
                         --------------------------- -----------------
                         December September December December December
                            31,      30,       31,      31,      31,
                           2007     2007      2006     2007     2006
                         -------- --------- -------- -------- --------

Separately-Managed
 Accounts                   $24.2     $26.6    $23.1    $99.8    $80.8
Sub-Advised Accounts         10.6      13.6     10.8     47.3     34.3
                         -------- --------- -------- -------- --------
     Total                  $34.8     $40.2    $33.9   $147.1   $115.1

*T

   Revenues were $34.8 million for the fourth quarter of 2007, an
increase of 2.7% from $33.9 million for the fourth quarter of 2006,
and a decrease of 13.4% from $40.2 million for the third quarter of
2007. For the year ended December 31, 2007, revenues were $147.1
million, an increase of 27.8% from $115.1 million the prior year.

   Average assets under management for the fourth quarter of 2007
were $26.4 billion, an increase of 1.1% from $26.1 billion for the
fourth quarter of 2006, and a decrease of 10.2% from $29.4 billion for
the third quarter of 2007. For the full year 2007, average assets
under management were $28.3 billion, an increase of 28.1% from $22.1
billion for the full year 2006.

   Weighted average fees increased to 53.0 basis points in the fourth
quarter of 2007, from an average of 51.5 basis points during the first
three quarters of the year, mainly due to the shift in asset mix to
separately-managed accounts, as well as an increase in
separately-managed account fees to an average of 64.9 basis points
during the fourth quarter from an average of 64.3 basis points during
the first three quarters of the year.

   Total operating expenses declined by 94.5% in the fourth quarter
of 2007 compared to the fourth quarter of 2006, reflecting the
accounting implications of the amendment of the company's operating
agreement on March 31, 2007 to remove the mandatory redemption
provisions of its membership units. For the same reasons, total
operating expenses for the full year 2007 declined by 54.6% compared
to the full year 2006. Compared to the third quarter of 2007, fourth
quarter 2007 operating expenses increased approximately 18.5%,
primarily as a result of increased professional fees associated with
the company's initial public offering.

   On a pro forma basis, total operating expenses in the fourth
quarter of 2007 increased 1.5% compared with the fourth quarter of
2006, and increased 2.6% compared with the third quarter of 2007. Pro
forma total operating expenses increased by 6.2% in 2007 compared with
2006, due to growth in employee headcount and expenses associated with
the initial public offering.

   Management anticipates 2008 total operating expenses to be
slightly higher than those of 2007, due to additional costs of
operating as a public company (e.g., accounting and legal
requirements, Sarbanes-Oxley compliance, etc.), and the full year
effect of the personnel added during 2007. As of December 31, 2007,
employee headcount was 79, up from 65 at December 31, 2006. This
change arose as a result of staffing increases in nearly all of the
company's functional areas, commensurate with its growth.

   Operating margin was 59.9% for the fourth quarter of 2007,
compared with a negative 643.1% for the fourth quarter of 2006, and
70.7% for the third quarter of 2007. For the full year 2007, operating
margin was 3.0%, compared with a negative 172.8% for 2006.

   Pro forma operating margin was 65.3% for the fourth quarter of
2007, compared with 64.9% for the fourth quarter of 2006, and 70.7%
for the third quarter of 2007. For the full year 2007, the pro forma
operating margin increased to 68.8% from 62.5% for 2006.

   Other income decreased by $5.3 million for the fourth quarter of
2007 compared with the fourth quarter of 2006 and decreased $0.9
million from the third quarter of 2007. This was primarily the result
of the performance of company investments, as well as the effect of
the $60 million term loan entered into on July 23, 2007. The full year
decline of $8.3 million for 2007 compared to 2006 was attributable to
the same factors.

   On a pro forma basis, other income declined $4.3 million for the
fourth quarter of 2007 compared with the fourth quarter of 2006, and
decreased $0.6 million from the third quarter of 2007. In both
comparative periods, the decrease was primarily the result of the
performance of company investments. The full year decline of $6.6
million for 2007 compared to 2006 was attributable to the same
factors.

   Capital and Liquidity

   Today, the company amended its Credit Agreement with its bank to,
among other things, modify the covenants and reduce the size of the
revolving credit facility. A complete description of the amendment has
been filed in an 8-K dated February 11, 2008.

   Fourth Quarter 2007 Earnings Call Information

   Pzena Investment Management will host a conference call to discuss
the company's financial results on Tuesday, February 12, at 10:00 a.m.
EST. The call will be open to the public.

   Webcast Instructions: To gain access to the webcast, which will be
"listen-only," go to www.mshow.com to register. The show number is
340929. Select the streaming audio option when you join the conference
call. (Please note that your computer must be equipped with speakers
and the appropriate software to use this option.)

   Teleconference Instructions: To gain access to the conference call
via telephone, U.S. and Canada callers should dial (877) 820-5027;
international callers should dial (706) 679-9396. The conference code
is 30723032.

   Replay: The conference call will be available for replay at the
above access points through February 19, 2008.

   About Pzena Investment Management

   Pzena Investment Management, LLC, the operating company of Pzena
Investment Management, Inc., is a premier value-oriented investment
management company with a record of investment excellence and
exceptional client service. Founded in late 1995, Pzena Investment
Management has built a diverse, global client base. PZN stock began
trading on the New York Stock Exchange on October 25, 2007. More
company and stock information is posted on the company's website,
www.pzena.com.

   Forward Looking Statements

   From time to time, information or statements provided by us,
including those within this news release, may contain certain
forward-looking statements relating to future events, future financial
performance, strategies, expectations, competitive environment and
regulations. Forward-looking statements are based on information
available at the time those statements are made and/or management's
good faith belief as of that time with respect to future events, and
are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in or
suggested by the forward-looking statements. Such risks and
uncertainties include, but are not limited to: loss of revenues due to
contract terminations and redemptions, our ownership structure,
catastrophic or unpredictable events, unavailability of third-party
retail distribution channels, damage to our reputation, our
interpretation of and positioning relative to the market, fluctuations
in the financial markets and the competitive conditions in the mutual
fund, asset management and broader financial services sectors. For a
discussion concerning some of these and other risks, uncertainties and
other important factors that could affect future results, see
"Forward-Looking Statements" and, where applicable, "Risk Factors" in
the company's Prospectus dated October 24, 2007 and quarterly reports
filed with the U.S. Securities and Exchange Commission.

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*T


Contact: Wayne Palladino, (212) 583-0179 or palladino@pzena.com
*T

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                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

       CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                            (in thousands)

                                                       As of
                                             December 31, December 31,
                                                 2007         2006
                                             ------------ ------------
                                             (unaudited)
 ASSETS
  Cash and Cash Equivalents                  $    26,547  $    30,920
  Advisory Fees Receivable                        26,061       25,216
  Investments in Marketable Securities            27,465       23,247
  Other Assets                                     5,474        6,750
  Investments in Affiliates                            -        3,613
  Deferred Tax Assets                             68,387            -
                                             ------------ ------------
    TOTAL ASSETS                             $   153,934  $    89,746
                                             ============ ============

 LIABILITIES AND EQUITY
  Liabilities:
   Accounts Payable and Accrued Expenses     $     8,696  $     4,082
   Securities Sold Short                           1,028          876
   Compensatory Units Subject                          -      263,980
   Long Term Debt                                 60,000            -
   Liability to Selling Shareholders              58,391            -
   Other Liabilities                              11,385        3,822
                                             ------------ ------------
    Subtotal                                     139,500      272,760
   Capital Units Subject                               -      533,553
                                             ------------ ------------
    TOTAL LIABILITIES                            139,500      806,313

  Commitments and Contingencies                        -            -
  Minority and Non-Controlling Interests          16,355       13,399
  Excess of Liabilities over Assets                    -     (729,966)

    TOTAL EQUITY                                  (1,921)           -
                                             ------------ ------------
    TOTAL LIABILITIES AND EQUITY             $   153,934  $    89,746
                                             ============ ============

*T

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                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                     For the Quarter Ended      For the Year Ended
                   December 31, December 31, December 31, December 31,
                       2007         2006         2007         2006
                   ------------ ------------ ------------ ------------
                   (unaudited)  (unaudited)  (unaudited)
REVENUE            $    34,794  $    33,889  $   147,149  $   115,087
                   ------------ ------------ ------------ ------------

EXPENSES
Compensation and
 Benefits Expense        8,488      248,764      129,701      305,632
General and
 Administrative
 Expenses                5,451        3,089       13,038        8,380
                   ------------ ------------ ------------ ------------
   TOTAL OPERATING
    EXPENSES            13,939      251,853      142,739      314,012
                   ------------ ------------ ------------ ------------
Operating
 Income/(Loss)          20,855     (217,964)       4,410     (198,925)
                   ------------ ------------ ------------ ------------

Total Other
 Income/(Expense)       (2,476)       2,822       (2,136)       6,114

Income/(Loss)
 Before Income
 Taxes and
 Minority and Non-
  Controlling
  Interests             18,379     (215,142)       2,274     (192,811)

Provision for
 Income Taxes            1,734          869        5,610        3,941
Minority and Non-
 Controlling
 Interests              15,912          674      (20,644)       1,997
                   ------------ ------------ ------------ ------------
Income/(Loss)
 Before Interest
 on
 Mandatorily
  Redeemable Units         733     (216,685)      17,308     (198,749)

Interest on
 Mandatorily
 Redeemable Units            -      469,957       16,575      516,708

Net Income/(Loss)  $       733  $  (686,642) $       733  $  (715,457)
                   ============ ============ ============ ============

Basic Earnings per
 Share             $      0.12               $      0.12
Basic Weighted
 Average Shares
 Outstanding         6,111,118                 6,111,118

Diluted Earnings
 per Share         $      0.12               $      0.12
Diluted Weighted
 Average Shares
 Outstanding         6,118,868                 6,118,868

*T

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*T

                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                         Pro Forma                  Pro Forma
                   For the Quarter Ended        For the Year Ended
                 December 31, December 31,  December 31, December 31,
                     2007         2006          2007         2006
                 ------------ ------------- ------------ -------------
REVENUE          $    34,794  $      33,889 $   147,149  $     115,087
                 ------------ ------------- ------------ -------------

EXPENSES
Compensation and
 Benefits
 Expense               7,686          8,810      33,925         34,830
General and
 Administrative
 Expenses              4,388          3,089      11,975          8,380
                 ------------ ------------- ------------ -------------
   TOTAL
    OPERATING
    EXPENSES          12,074         11,899      45,900         43,210
                 ------------ ------------- ------------ -------------
Operating
 Income/(Loss)        22,720         21,990     101,249         71,877
                 ------------ ------------- ------------ -------------

Total Other
 Income /
 (Expense)            (2,476)         1,855      (4,309)         2,250

Income/(Loss)
 Before Income
 Taxes and
 Minority and
  Non-
  Controlling
  Interests           20,244         23,845      96,940         74,127

Provision for
 Income Taxes          2,026          1,764       9,029          6,625
Minority and
 Non-Controlling
 Interests            17,111         20,882      82,976         63,848
                 ------------ ------------- ------------ -------------
Income/(Loss)
 Before Interest
 on
 Mandatorily
  Redeemable
  Units                1,107          1,199       4,935          3,654

Interest on
 Mandatorily
 Redeemable
 Units                     -              -           -              -

Net
 Income/(Loss)   $     1,107  $       1,199 $     4,935  $       3,654
                 ============ ============= ============ =============

Basic Earnings
 per Share       $      0.18  $        0.20 $      0.81  $        0.60
Basic Weighted
 Average Shares
 Outstanding       6,111,118      6,111,118   6,111,118      6,111,118

Diluted Earnings
 per Share       $      0.18  $        0.20 $      0.81  $        0.60
Diluted Weighted
 Average Shares
 Outstanding       6,118,868      6,118,868   6,118,868      6,118,868

*T

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                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                                                           Pro Forma
                              Quarter Ended              Quarter Ended
                              December 31,   Pro Forma   December 31,
                                  2007      Adjustments      2007
                              ------------- -----------  -------------
REVENUE                       $     34,794  $        -   $     34,794
                              ------------- -----------  -------------

EXPENSES
Compensation and Benefits
 Expense                             8,488        (802)D        7,686
General and Administrative
 Expenses                            5,451      (1,063)A        4,388
                              ------------- -----------  -------------
   TOTAL OPERATING EXPENSES         13,939      (1,865)        12,074
                              ------------- -----------  -------------
Operating Income/(Loss)             20,855       1,865         22,720
                              ------------- -----------  -------------

Total Other Income/(Expense)        (2,476)          -         (2,476)

Income/(Loss) Before Income
 Taxes and
 Minority and Non-Controlling
  Interests                         18,379       1,865         20,244

Provision for Income Taxes           1,734         292 B        2,026
Minority and Non-Controlling
 Interests                          15,912       1,199 C       17,111
                              ------------- -----------  -------------
Income/(Loss) Before Interest
 on
 Mandatorily Redeemable Units          733         374          1,107

Interest on Mandatorily
 Redeemable Units                        -           -              -

Net Income/(Loss)             $        733  $      374   $      1,107
                              ============= ===========  =============

Basic Earnings per Share                                 $       0.18
Basic Weighted Average Shares
 Outstanding                                                6,111,118

Diluted Earnings per Share                               $       0.18
Diluted Weighted Average
 Shares Outstanding                                         6,118,868

*T

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*T

                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                                                           Pro Forma
                              Quarter Ended              Quarter Ended
                              September 30,  Pro Forma   September 30,
                                  2007      Adjustments      2007
                              ------------- -----------  -------------
REVENUE                       $     40,217  $        -   $     40,217
                              ------------- -----------  -------------

EXPENSES
Compensation and Benefits
 Expense                             8,807           -          8,807
General and Administrative
 Expenses                            2,958           -          2,958
                              ------------- -----------  -------------
   TOTAL OPERATING EXPENSES         11,765           -         11,765
                              ------------- -----------  -------------
Operating Income/(Loss)             28,452           -         28,452
                              ------------- -----------  -------------

   Total Other
    Income/(Expense)                (1,621)       (243)E       (1,864)

Income/(Loss) Before Income
 Taxes and
 Minority and Non-Controlling
  Interests                         26,831        (243)        26,588

Provision for Income Taxes           1,269       1,078          2,347
Minority and Non-Controlling
 Interests                            (711)     23,555         22,844
                              ------------- -----------  -------------
Income/(Loss) Before Interest
 on
 Mandatorily Redeemable Units       26,273     (24,876)         1,397

Interest on Mandatorily
 Redeemable Units                        -           -              -

Net Income/(Loss)             $     26,273  $  (24,876)  $      1,397
                              ============= ===========  =============

Basic Earnings per Share                                 $       0.23
Basic Weighted Average Shares
 Outstanding                                                6,111,118

Diluted Earnings per Share                               $       0.23
Diluted Weighted Average
 Shares Outstanding                                         6,118,868

*T

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*T

                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                                                           Pro Forma
                              Quarter Ended              Quarter Ended
                              December 31,   Pro Forma   December 31,
                                  2006      Adjustments      2006
                              ------------- -----------  -------------
REVENUE                       $     33,889  $        -   $      33,889
                              ------------- -----------  -------------

EXPENSES
Compensation and Benefits
 Expense                           248,764    (239,954)D         8,810
General and Administrative
 Expenses                            3,089           -           3,089
                              ------------- -----------  -------------
   TOTAL OPERATING EXPENSES        251,853    (239,954)         11,899
                              ------------- -----------  -------------
Operating Income/(Loss)           (217,964)    239,954          21,990
                              ------------- -----------  -------------

Total Other Income/(Expense)         2,822        (967)E         1,855

Income/(Loss) Before Income
 Taxes and
 Minority and Non-Controlling
  Interests                       (215,142)    238,987          23,845

Provision for Income Taxes             869         895 B         1,764
Minority and Non-Controlling
 Interests                             674      20,208 C        20,882
                              ------------- -----------  -------------
Income/(Loss) Before Interest
 on
 Mandatorily Redeemable Units     (216,685)    217,884           1,199

Interest on Mandatorily
 Redeemable Units                  469,957    (469,957)F             -

Net Income/(Loss)             $   (686,642) $  687,841   $       1,199
                              ============= ===========  =============

Basic Earnings per Share                                 $        0.20
Basic Weighted Average Shares
 Outstanding                                                 6,111,118

Diluted Earnings per Share                               $        0.20
Diluted Weighted Average
 Shares Outstanding                                          6,118,868

*T

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*T

                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                                                           Pro Forma
                                 Year Ended                Year Ended
                                December 31,  Pro Forma   December 31,
                                    2007     Adjustments      2007
                                ------------ -----------  ------------
REVENUE                         $   147,149  $        -   $   147,149
                                ------------ -----------  ------------

EXPENSES
Compensation and Benefits
 Expense                            129,701     (95,776)D      33,925
General and Administrative
 Expenses                            13,038      (1,063)A      11,975
                                ------------ -----------  ------------
   TOTAL OPERATING EXPENSES         142,739     (96,839)       45,900
                                ------------ -----------  ------------
Operating Income/(Loss)               4,410      96,839       101,249
                                ------------ -----------  ------------

Total Other Income/(Expense)         (2,136)     (2,173)E      (4,309)

Income/(Loss) Before Income
 Taxes and
 Minority and Non-Controlling
  Interests                           2,274      94,666        96,940

Provision for Income Taxes            5,610       3,419 B       9,029
Minority and Non-Controlling
 Interests                          (20,644)    103,620 C      82,976
                                ------------ -----------  ------------
Income/(Loss) Before Interest
 on
 Mandatorily Redeemable Units        17,308     (12,373)        4,935

Interest on Mandatorily
 Redeemable Units                    16,575     (16,575)F           -

Net Income/(Loss)               $       733  $    4,202   $     4,935
                                ============ ===========  ============

Basic Earnings per Share                                  $      0.81
Basic Weighted Average Shares
 Outstanding                                                6,111,118

Diluted Earnings per Share                                $      0.81
Diluted Weighted Average Shares
 Outstanding                                                6,118,868

*T

-0-
*T

                  PZENA INVESTMENT MANAGEMENT, INC.
    (Prior to October 30, 2007 - Pzena Investment Management, LLC)

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands, except share and per-share amounts)

                                                           Pro Forma
                                Year Ended                Year Ended
                               December 31,  Pro Forma   December 31,
                                   2006     Adjustments      2006
                               ------------ -----------  -------------
REVENUE                        $   115,087  $        -   $     115,087
                               ------------ -----------  -------------

EXPENSES
Compensation and Benefits
 Expense                           305,632    (270,802)D        34,830
General and Administrative
 Expenses                            8,380           -           8,380
                               ------------ -----------  -------------
   TOTAL OPERATING EXPENSES        314,012    (270,802)         43,210
                               ------------ -----------  -------------
Operating Income/(Loss)           (198,925)    270,802          71,877
                               ------------ -----------  -------------

Total Other Income/(Expense)         6,114      (3,864)E         2,250

Income/(Loss) Before Income
 Taxes and
 Minority and Non-Controlling
  Interests                       (192,811)    266,938          74,127

Provision for Income Taxes           3,941       2,684 B         6,625
Minority and Non-Controlling
 Interests                           1,997      61,851 C        63,848
                               ------------ -----------  -------------
Income/(Loss) Before Interest
 on
 Mandatorily Redeemable Units     (198,749)    202,403           3,654

Interest on Mandatorily
 Redeemable Units                  516,708    (516,708)F             -

Net Income/(Loss)              $  (715,457) $  719,111   $       3,654
                               ============ ===========  =============

Basic Earnings per Share                                 $        0.60
Basic Weighted Average Shares
 Outstanding                                                 6,111,118

Diluted Earnings per Share                               $        0.60
Diluted Weighted Average
 Shares Outstanding                                          6,118,868

*T

   NOTES TO THE PRO FORMA ADJUSTMENTS:

-0-
*T
(A) Represents an adjustment to remove one-time costs associated with
     the direct additional legal and accounting fees incurred by Pzena
     Investment Management, LLC as a result of the initial public
     offering of Pzena Investment Management, Inc. on October 30,
     2007.

(B) Reflects the pro forma impact of federal, state and local taxes on
     the income allocated from Pzena Investment Management, LLC.
     Historically, the operating company was subject solely to the New
     York City Unincorporated Business Tax (UBT).

    For periods prior to July 23, 2007, taxes have been adjusted to
     reflect the full-period UBT deductibility of the interest expense
     associated with the three-year, $60 million term loan agreement
     completed by the operating company on July 23, 2007.

(C) Represents the non-controlling interest allocation of
     approximately 90.5% of the income of Pzena Investment Management,
     Inc. to Pzena Investment Management, LLC.

(D) Reflects an adjustment to remove unit-based compensation charges
     and one-time merit compensation associated with the initial
     public offering. Effective March 31, 2007, the obligation of the
     operating company to mandatorily redeem its membership units was
     eliminated. Also on this date, vesting on all outstanding
     unvested operating company units and options was accelerated. As
     a result of these changes, there will be no further unit-based
     compensation expense as of and from this date.

(E) Represents the full-period effect of interest expense and loan
     origination fees amortization associated with the three-year, $60
     million term loan agreement completed by the operating company on
     July 23, 2007.

(F) Reflects an adjustment to remove unit-based interest expense.
     Effective March 31, 2007, the obligation of the operating company
     to mandatorily redeem its membership units was eliminated.
     Accordingly, there will be no unit-based interest expense as of
     and from this date.

*T

-0-
*T

Assets Under Management by Strategy
-------------------------------------------
($ billions)

                               December 31, September 30, December 31,
                                   2007         2007          2006
                               ------------ ------------- ------------

Large Cap Value                       $13.6         $17.3        $18.1
Value Service                           5.0           5.8          5.7
Global Value                            2.6           2.9          0.9
Small Cap Value                         0.9           1.1          1.1
Mid Cap Value                           0.4           0.6          0.6
International Value                     0.5           0.6          0.4
All Cap Value                           0.4           0.4          0.5
Other                                   0.2           0.2            -
                               ------------ ------------- ------------
     Total                            $23.6         $28.9        $27.3
*T

Pzena Investment Management, Inc.
Wayne Palladino, 212-583-0179
palladino@pzena.com

Copyright Business Wire 2008

 

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