Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 03, 2014 | Nov. 03, 2014 | |
Common Class A [Member] | Common Class B [Member] | ||
Entity Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'PZENA INVESTMENT MANAGEMENT, INC. | ' | ' |
Entity Central Index Key | '0001399249 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 13,204,334 | 51,878,097 |
CONSOLIDATED_STATEMENTS_OF_FIN
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and Cash Equivalents | $37,233 | $33,878 |
Restricted Cash | 2,715 | 316 |
Due from Broker | 374 | 58 |
Advisory Fees Receivable | 24,588 | 23,947 |
Total | 14,989 | 7,621 |
Receivable from Related Parties | 129 | 119 |
Other Receivables | 483 | 550 |
Prepaid Expenses and Other Assets | 621 | 577 |
Deferred Tax Asset, Net of Valuation Allowance of $44,808 and $53,973 in 2014 and 2013, respectively | 14,694 | 12,312 |
Property and Equipment, Net of Accumulated Depreciation of $3,015 and $2,850 in 2014 and 2013, respectively | 1,027 | 835 |
TOTAL ASSETS | 96,853 | 80,213 |
Liabilities: | ' | ' |
Accounts Payable and Accrued Expenses | 16,688 | 5,570 |
Due to Broker | 259 | 5 |
Securities Sold Short, at Fair Value | 1,462 | 0 |
Deferred Compensation Liability | 1,637 | 2,339 |
Lease Liability | 460 | 778 |
Liability to Selling and Converting Shareholders | 15,860 | 12,777 |
Other Liabilities | 274 | 195 |
TOTAL LIABILITIES | 36,640 | 21,664 |
Equity: | ' | ' |
Preferred Stock (Par Value $0.01; 200,000,000 Shares Authorized; None Outstanding) | 0 | 0 |
Additional Paid-In Capital | 10,081 | 9,750 |
Retained Earnings | 8,190 | 6,491 |
Total Pzena Investment Management, Inc.'s Equity | 18,403 | 16,362 |
Non-Controlling Interests | 41,810 | 42,187 |
TOTAL EQUITY | 60,213 | 58,549 |
TOTAL LIABILITIES AND EQUITY | 96,853 | 80,213 |
Class A Common Stock (Par Value $0.01; 750,000,000 Shares Authorized; 13,298,779 and 12,158,057 Shares Issued and Outstanding in 2014 and 2013, respectively) | ' | ' |
Equity: | ' | ' |
Common Stock | 132 | 121 |
Class B Common Stock (Par Value $0.000001; 750,000,000 Shares Authorized; 51,732,405 and 52,820,720 Shares Issued and Outstanding in 2014 and 2013, respectively) | ' | ' |
Equity: | ' | ' |
Common Stock | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_FIN1
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
ASSETS | ' | ' |
Valuation allowance on deferred tax assets | $44,808 | $53,973 |
Property and equipment, accumulated depreciation | $3,015 | $2,850 |
Equity: | ' | ' |
Preferred Stock, Par Value (in dollars per share) | $0.01 | $0.01 |
Preferred Stock, Shares Authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Class A [Member] | ' | ' |
Equity: | ' | ' |
Common Stock, Par Value (in dollars per share) | $0.01 | $0.01 |
Common Stock, Shares Authorized (in shares) | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued (in shares) | 13,298,779 | 12,158,057 |
Common Stock, Shares Outstanding (in shares) | 13,298,779 | 12,158,057 |
Common Class B [Member] | ' | ' |
Equity: | ' | ' |
Common Stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized (in shares) | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued (in shares) | 51,732,405 | 52,820,720 |
Common Stock, Shares Outstanding (in shares) | 51,732,405 | 52,820,720 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
REVENUE | $29,605 | $24,046 | $83,951 | $67,020 |
EXPENSES | ' | ' | ' | ' |
Compensation and Benefits Expense | 10,622 | 9,100 | 30,571 | 27,622 |
General and Administrative Expense | 2,351 | 1,995 | 7,176 | 5,747 |
Total Operating Expenses | 12,973 | 11,095 | 37,747 | 33,369 |
Operating Income | 16,632 | 12,951 | 46,204 | 33,651 |
OTHER (EXPENSE)/ INCOME | ' | ' | ' | ' |
Interest Income | 20 | 30 | 45 | 84 |
Dividend Income | 74 | 52 | 236 | 168 |
(Losses)/ Gains and Other Investment Income | -434 | 498 | 80 | 1,763 |
Change in Liability to Selling and Converting Shareholders | -1,824 | -3,257 | -3,947 | -4,525 |
Other Expense | -185 | -71 | -218 | -159 |
Total Other (Expense)/ Income | -2,349 | -2,748 | -3,804 | -2,669 |
Income Before Income Taxes | 14,283 | 10,203 | 42,400 | 30,982 |
Income Tax (Benefit)/ Expense | -220 | -2,084 | 1,189 | -1,288 |
Net Income | 14,503 | 12,287 | 41,211 | 32,270 |
Less: Net Income Attributable to Non-Controlling Interests | 12,444 | 10,331 | 35,580 | 27,879 |
Net Income Attributable to Pzena Investment Management, Inc. | 2,059 | 1,956 | 5,631 | 4,391 |
Net Income for Basic Earnings per Share | 2,059 | 1,956 | 5,631 | 4,391 |
Basic Earnings Per Share (in dollars per share) | $0.16 | $0.16 | $0.45 | $0.37 |
Basic Weighted Average Shares Outstanding (in shares) | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 |
Net Income for Diluted Earnings per Share | $9,503 | $7,866 | $26,193 | $20,129 |
Diluted Earnings per Share (in dollars per share) | $0.14 | $0.12 | $0.39 | $0.30 |
Diluted Weighted Average Shares Outstanding (in shares) | 67,632,072 | 66,714,033 | 67,879,923 | 66,610,381 |
Cash Dividends per Share of Class A Common Stock (in dollars per share) | $0.03 | $0.03 | $0.32 | $0.22 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Non-Controlling Interests [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | Common Class A [Member] | Common Class B [Member] | USD ($) | USD ($) | USD ($) | ||
USD ($) | ||||||||
Balance at Dec. 31, 2013 | $58,549 | ' | ' | $121 | ' | $9,750 | $6,491 | $42,187 |
Balance (in shares) at Dec. 31, 2013 | ' | 12,158,057 | 52,820,720 | 12,158,057 | 52,820,720 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Unit Conversion | 191 | ' | ' | 11 | ' | 1,038 | ' | -858 |
Unit Conversion, (in shares) | ' | ' | ' | 1,150,060 | -1,150,060 | ' | ' | ' |
Amortization of Non-Cash Compensation | 2,318 | ' | ' | ' | ' | 442 | ' | 1,876 |
Amortization of Non-Cash Compensation (in shares) | ' | ' | ' | 18,535 | 17,685 | ' | ' | ' |
Directors' Shares | 278 | ' | ' | ' | ' | 53 | ' | 225 |
Net Income | 41,211 | ' | ' | ' | ' | ' | 5,631 | 35,580 |
Options Exercised | 0 | ' | ' | 1 | ' | 37 | ' | -38 |
Options Exercised, (in shares) | ' | ' | ' | 68,346 | 95,199 | ' | ' | ' |
Repurchase and Retirement of Class A Common Stock | -979 | ' | ' | -1 | ' | -978 | ' | 0 |
Repurchase and Retirement Shares/Units (in shares) | ' | -96,219 | -51,139 | -96,219 | -51,139 | ' | ' | ' |
Repurchase and Retirement of Class B Units | -541 | ' | ' | ' | ' | -101 | ' | -440 |
Class A Cash Dividends Declared and Paid ($0.32 per share) | -3,932 | ' | ' | ' | ' | ' | -3,932 | ' |
Contributions from Non-Controlling Interests | 4,360 | ' | ' | ' | ' | ' | ' | 4,360 |
Distributions to Non-Controlling Interests | -41,205 | ' | ' | ' | ' | ' | ' | -41,205 |
Effect of Deconsolidation | -37 | ' | ' | ' | ' | ' | ' | -37 |
Other | ' | ' | ' | ' | ' | -160 | ' | 160 |
Balance at Sep. 30, 2014 | 60,213 | ' | ' | 132 | ' | 10,081 | 8,190 | 41,810 |
Balance (in shares) at Sep. 30, 2014 | ' | 13,298,779 | 51,732,405 | 13,298,779 | 51,732,405 | ' | ' | ' |
Balance at Jun. 30, 2014 | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income | 14,503 | ' | ' | ' | ' | ' | ' | ' |
Repurchase and Retirement Shares/Units (in shares) | ' | -61,647 | ' | ' | ' | ' | ' | ' |
Balance at Sep. 30, 2014 | $60,213 | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2014 | ' | 13,298,779 | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Parenthetical (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ' |
Class A Cash Dividends Declared and Paid | $0.32 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
OPERATING ACTIVITIES | ' | ' | ' | ' |
Net Income | $14,503 | $12,287 | $41,211 | $32,270 |
Adjustments to Reconcile Net Income to Cash | ' | ' | ' | ' |
Depreciation | 57 | 47 | 167 | 124 |
Non-Cash Compensation | 1,299 | 1,313 | 3,955 | 3,832 |
Director Share Grant | 80 | 104 | 278 | 254 |
Losses/ (Gains) and Other Investment Income | 434 | -498 | -80 | -1,763 |
Change in Liability to Selling and Converting Shareholders | 1,824 | 3,257 | 3,947 | 4,525 |
Deferred Income Taxes | -926 | -2,881 | -1,126 | -2,788 |
Changes in Operating Assets and Liabilities: | ' | ' | ' | ' |
Advisory Fees Receivable | -684 | -1,526 | -641 | -5,274 |
Due from Broker | 815 | -147 | -316 | -210 |
Restricted Cash | -25 | 0 | -2,399 | -1 |
Prepaid Expenses and Other Assets | 65 | -121 | -15 | -687 |
Due to Broker | -860 | -4 | 254 | 41 |
Accounts Payable, Accrued Expenses, and Other Liabilities | 5,666 | 4,506 | 9,323 | 8,898 |
Tax Receivable Agreement Payments | 0 | 0 | -1,945 | -2,000 |
Change in Lease Liability | -105 | -107 | -318 | -319 |
Purchases of Equity Securities and Securities Sold Short | -13,039 | -10,235 | -44,305 | -63,441 |
Proceeds from Equity Securities and Securities Sold Short | 12,995 | 11,843 | 37,968 | 64,545 |
Net Cash Provided by Operating Activities | 22,099 | 17,838 | 45,958 | 38,006 |
INVESTING ACTIVITIES | ' | ' | ' | ' |
Purchases of Investments in Deferred Compensation Plan | -26 | -24 | -584 | -1,483 |
Proceeds from Investments in Deferred Compensation Plan | 0 | 0 | 541 | 78 |
Payments (to)/ from Related Parties | -5 | 5 | -10 | -43 |
Purchase of Property and Equipment | -214 | -169 | -358 | -174 |
Net Cash Used in Investing Activities | -245 | -188 | -411 | -1,622 |
FINANCING ACTIVITIES | ' | ' | ' | ' |
Repurchase and Retirement of Class A Common Stock | -606 | -529 | -979 | -2,213 |
Repurchase and Retirement of Class B Units | 0 | 0 | -541 | 0 |
Repurchase and Retirement of Class B Unit Options | 0 | 0 | 0 | -71 |
Loan Proceeds | 0 | 0 | 205 | 0 |
Distributions to Non-Controlling Interests | -12,351 | -7,596 | -41,205 | -29,405 |
Contributions from Non-Controlling Interests | 2,782 | 128 | 4,360 | 128 |
Dividends | -401 | -366 | -3,932 | -2,506 |
Net Cash Used in Financing Activities | -10,576 | -8,363 | -42,092 | -34,067 |
NET CHANGE IN CASH | 11,278 | 9,287 | 3,455 | 2,317 |
CASH AND CASH EQUIVALENTS - Beginning of Period | 26,055 | 25,675 | 33,878 | 32,645 |
Effect of Deconsolidation | -100 | 0 | -100 | 0 |
CASH AND CASH EQUIVALENTS - End of Period | 37,233 | 34,962 | 37,233 | 34,962 |
Supplementary Cash Flow Information: | ' | ' | ' | ' |
Income Taxes Paid | $623 | $668 | $2,728 | $2,501 |
Organization
Organization | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Organization | ' | ||||
Organization | |||||
Pzena Investment Management, Inc. (the “Company”) functions as the sole managing member of its operating company, Pzena Investment Management, LLC (the “operating company”). As a result, the Company: (i) consolidates the financial results of the operating company and reflects the membership interests that it does not own as a non-controlling interest in its consolidated financial statements; and (ii) recognizes income generated from its economic interest in the operating company’s net income. | |||||
The operating company is an investment adviser which is registered under the Investment Advisers Act of 1940 and is headquartered in New York, New York. As of September 30, 2014, the operating company managed assets in a variety of value-oriented investment strategies across a wide range of market capitalizations in both U.S. and non-U.S. capital markets. | |||||
The Company has consolidated the results of operations and financial condition of the following entities as of September 30, 2014: | |||||
Ownership at | |||||
Legal Entity | Type of Entity (Date of Formation) | September 30, 2014 | |||
Pzena Investment Management, Pty | Australian Proprietary Limited Company (12/16/2009) | 100 | % | ||
Pzena Financial Service, LLC (Member FINRA/SIPC) | Delaware Limited Liability Company (10/15/2013) | 100 | % | ||
Pzena Investment Management Special Situations, LLC | Delaware Limited Liability Company (12/01/2010) | 99.9 | % | ||
Pzena Mid Cap Focused Value Fund, a series of Advisors Series Trust | Open-end Management Investment Company, series of Delaware Statutory Trust (3/31/2014) | 94 | % | ||
Pzena Long/Short Value Fund, a series of Advisors Series Trust | Open-end Management Investment Company, series of Delaware Statutory Trust (3/31/2014) | 77.7 | % | ||
Pzena Investment Funds Trust, Pzena Large Cap Value Fund | Massachusetts Trust (11/01/2002) | 0 | % | ||
Pzena International Value Service, a series of Pzena Investment Management International, LLC | Delaware Limited Liability Company (12/22/2003) | 0 | % |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Significant Accounting Policies | ' | |||||||||||||||||||
Significant Accounting Policies | ||||||||||||||||||||
Basis of Presentation: | ||||||||||||||||||||
The consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and related Securities and Exchange Commission (“SEC”) rules and regulations. Certain investment vehicles the operating company sponsors for which it is the investment advisor, are considered to be variable-interest entities (“VIEs”), while others are considered to be voting interest entities ("VOEs") subject to traditional consolidation concepts based on ownership rights. The Company consolidates VIEs where the Company is deemed to be the primary beneficiary. The Company’s policy is to consolidate all majority-owned subsidiaries in which it has a controlling financial interest. The majority-owned subsidiaries in which the Company has a controlling financial interest and the VIEs for which the Company is deemed to be the primary beneficiary are collectively referred to as “consolidated subsidiaries.” Non-controlling interests recorded on the consolidated financial statements of the Company include the non-controlling interests of the outside investors in each of these entities, as well as those of the operating company. All significant inter-company transactions and balances have been eliminated. | ||||||||||||||||||||
On March 31, 2014, the operating company launched the Pzena Emerging Markets Focused Value Fund, Pzena Mid Cap Focused Value Fund, and Pzena Long/Short Value Fund, for each of which it acts as the investment advisor. Since the equity investment at risk is sufficient to support the operations of these entities and the ownership interests have substantive voting rights, these entities are deemed to be VOEs. On March 31, 2014, the Company provided the initial cash investment for each fund in an effort to generate an investment performance track record to attract third-party investors and had an initial investment representing 100% of the ownership in each entity. As a result, the entities were consolidated with the Company as of March 31, 2014. On August 5, 2014, due to additional subscriptions into the Pzena Emerging Markets Focused Value Fund, the Company's ownership decreased to 42.9%. As the entity was no longer deemed to control the fund, the Company deconsolidated the entity, removed the related assets, liabilities and non-controlling interest from its balance sheet and classified the Company's remaining investment as an equity method investment. The Pzena Mid Cap Focused Value Fund and Pzena Long/Short Value Fund will continue to be consolidated to the extent the Company has a majority ownership interest in them. At September 30, 2014, the aggregate of these funds' $4.7 million in net assets were included in the Company's consolidated statements of financial condition. | ||||||||||||||||||||
Pzena Large Cap Value Fund is a Massachusetts Trust in which a majority of the trustees are members of the executive committee of the operating company. A majority of the trustees do not hold equity investments in this trust. Since the holders of the equity investments in this partnership lack a controlling financial interest in it, this entity is deemed to be a VIE. The Company is considered the primary beneficiary of this VIE. At September 30, 2014, the Pzena Large Cap Value Fund’s $1.1 million in net assets were included in the Company’s consolidated statements of financial condition. | ||||||||||||||||||||
The operating company is the managing member of Pzena International Value Service, a series of Pzena Investment Management International, LLC. The operating company is considered the primary beneficiary of this entity. As a result, the entity was consolidated as of February 1, 2011. At September 30, 2014, Pzena International Value Fund’s $2.2 million in net assets were included in the Company’s consolidated statements of financial condition. | ||||||||||||||||||||
VIEs that are not consolidated continue to receive investment management services from the Company, and are vehicles through which the Company offers its Global Value and/or Non-U.S. Value Strategies. The total net assets of these VIEs was approximately $440.8 million and $244.2 million at September 30, 2014 and December 31, 2013, respectively. Neither the Company nor the operating company were exposed to losses as a result of its involvement with these entities because they had no direct investment in them. | ||||||||||||||||||||
The Company records in its own equity its pro-rata share of transactions that impact the operating company’s net equity, including unit and option issuances, repurchases, and retirements. The operating company’s pro-rata share of such transactions are recorded as adjustments to additional paid-in capital or non-controlling interests, as applicable, on the consolidated statements of financial position. | ||||||||||||||||||||
Management’s Use of Estimates: | ||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual results could differ from those estimates. | ||||||||||||||||||||
Fair Values of Financial Instruments: | ||||||||||||||||||||
The carrying amounts of all financial instruments in the consolidated statements of financial condition are presented at their fair value. | ||||||||||||||||||||
Revenue Recognition: | ||||||||||||||||||||
Revenue, comprised of advisory fee income, is recognized over the period in which advisory services are provided. Advisory fee income includes management fees that are calculated based on percentages of assets under management (“AUM”), generally billed quarterly, either in arrears or advance, depending on the applicable contractual terms. Advisory fee income also includes performance fees that may be earned by the Company depending on the investment return of the AUM. Performance fee arrangements generally entitle the Company to participate, on a fixed-percentage basis, in any returns generated in excess of an agreed-upon benchmark. The Company’s participation percentage in such return differentials is then multiplied by AUM to determine the performance fees earned. In general, returns are calculated on an annualized basis over the contract’s measurement period, which usually extends to three years. Performance fees are generally payable annually. Following the preferred method identified in the Revenue Recognition Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), such performance fee income is recorded at the conclusion of the contractual performance period, when all contingencies are resolved. For the three and nine months ended September 30, 2014, the Company recognized approximately $2.1 million and $2.6 million in performance fee income, respectively. For the three and nine months ended September 30, 2013, the Company recognized approximately $0.7 million and $0.8 million in performance fee income, respectively. | ||||||||||||||||||||
Cash and Cash Equivalents: | ||||||||||||||||||||
At September 30, 2014 and December 31, 2013, Cash and Cash Equivalents was $37.2 million and $33.9 million, respectively. The Company considers all money market funds and highly-liquid debt instruments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company maintains its cash in bank deposits and other accounts whose balances often exceed federally insured limits. | ||||||||||||||||||||
Interest on cash and cash equivalents is recorded as interest income on an accrual basis in the consolidated statements of operations. | ||||||||||||||||||||
Restricted Cash: | ||||||||||||||||||||
The Company maintained compensating balances of Restricted Cash of $2.7 million and $0.3 million at September 30, 2014 and December 31, 2013, respectively. The Company holds letters of credit issued by a third party in lieu of cash security deposits, as required by the Company’s leases for its current office space and its future New York corporate headquarters. | ||||||||||||||||||||
The Pzena Long/Short Value Fund is required to maintain cash collateral for margin accounts established to support securities sold short, not yet purchased. To satisfy this requirement, as of September 30, 2014, $1.4 million was set aside and recorded in Restricted Cash in the consolidated statements of financial condition. | ||||||||||||||||||||
Due to/from Broker: | ||||||||||||||||||||
Due to/from Broker consists primarily of amounts payable/receivable for unsettled securities transactions held/initiated at the clearing brokers of the Company’s consolidated subsidiaries. | ||||||||||||||||||||
Investments: | ||||||||||||||||||||
Investment Securities, trading | ||||||||||||||||||||
Marketable securities classified as trading securities consist of investments held by the Company and its consolidated subsidiaries, as well as investments in third-party mutual funds. The Company’s investments in third-party mutual funds are held to satisfy the Company’s obligations under its deferred compensation program. Dividends associated with the investments of the Company’s consolidated subsidiaries are recorded as dividend income on an ex-dividend basis in the consolidated statement of operations. | ||||||||||||||||||||
Securities Sold Short represents securities sold short, not yet purchased by the Pzena Long/Short Value Fund, which is consolidated with the Company's financial statements. Dividend expense associated with these investment is reflected in Other Expense on an ex-dividend basis in the consolidated statement of operations. | ||||||||||||||||||||
All such investments are recorded at fair value, with net realized and unrealized gains and losses reported in earnings. Net realized and unrealized gains and losses are a component of (Losses)/ Gains and Other Investment Income in the consolidated statements of operations. | ||||||||||||||||||||
Investments in equity method investees | ||||||||||||||||||||
Investments in non-controlled affiliates in which the Company's ownership ranges from 20 to 50 percent, are accounted for under the equity method of accounting. Under the equity method of accounting, the Company's share of the investee's underlying net income or loss is recorded as equity in the earnings of affiliates and reflected as a component of (Losses)/ Gains and Other Investment Income in the consolidated statements of operations. The carrying value of equity method investments is measured based on the funds' net asset values. | ||||||||||||||||||||
Fair Value Measurements: | ||||||||||||||||||||
The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The Fair Value Measurements and Disclosures Topic of the FASB ASC also establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels: (i) valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets (Level 1); (ii) valuation inputs are quoted prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs directly or indirectly related to the asset or liability being measured (Level 2); and (iii) valuation inputs are unobservable and significant to the fair value measurement (Level 3). | ||||||||||||||||||||
The Company’s investments relate to its consolidated investments in equity securities and securities sold short, both of which are exchange-traded securities with quoted prices in active markets, its investments in third-party mutual funds, which have a readily available net asset value per share, and its investments in equity method investees. The fair value measurements of the equity securities, securities sold short, and investments in mutual funds have been classified as Level 1. The investments in equity method investees are held at their carrying value. | ||||||||||||||||||||
The following table presents these instruments’ fair value at September 30, 2014: | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Other Assets Not Held at Fair Value | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity Securities | $ | 8,093 | $ | — | $ | — | $ | — | $ | 8,093 | ||||||||||
Investments in Mutual Funds | 4,853 | — | — | — | 4,853 | |||||||||||||||
Investments in equity method investees | — | — | — | 2,043 | 2,043 | |||||||||||||||
Total Investments | $ | 12,946 | $ | — | $ | — | $ | 2,043 | $ | 14,989 | ||||||||||
Level 1 | Level 2 | Level 3 | Other Liabilities Not Held at Fair Value | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||
Securities Sold Short | $ | 1,462 | $ | — | $ | — | $ | — | $ | 1,462 | ||||||||||
The following table presents these instruments’ fair value at December 31, 2013: | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Other Assets Not Held at Fair Value | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity Securities | $ | 2,364 | $ | — | $ | — | $ | — | $ | 2,364 | ||||||||||
Investments in Mutual Funds | 5,257 | — | — | — | 5,257 | |||||||||||||||
Investments in equity method investees | — | — | — | — | — | |||||||||||||||
Total Investments | $ | 7,621 | $ | — | $ | — | $ | — | $ | 7,621 | ||||||||||
For the three months ended September 30, 2014 and 2013, there were no transfers between levels. In addition, the Company did not hold any Level 2 or 3 securities during these periods. | ||||||||||||||||||||
Securities Valuation: | ||||||||||||||||||||
Investments in equity securities and securities sold short for which market quotations are available are valued at the last reported price or closing price on the primary market or exchange on which they trade. If no reported equity sales occurred on the valuation date, equity investments are valued at the bid price. Investments in third-party mutual funds are valued at the closing net asset value per share of the fund on the day of valuation. Transactions are recorded on a trade date basis. | ||||||||||||||||||||
The net realized gain or loss on sales of securities, securities sold short, and investments in third-party mutual funds is determined on a specific identification basis and is included in (Losses)/ Gains and Other Investment Income in the consolidated statements of operations. | ||||||||||||||||||||
Concentrations of Credit Risk: | ||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, amounts due from brokers, and advisory fees receivable. The Company maintains its cash and cash equivalents in bank deposits and other accounts whose balances often exceed federally insured limits. | ||||||||||||||||||||
The concentration of credit risk with respect to advisory fees receivable is generally limited due to the short payment terms extended to clients by the Company. On a periodic basis, the Company evaluates its advisory fees receivable and establishes an allowance for doubtful accounts, if necessary, based on a history of past write-offs and collections and current credit conditions. At September 30, 2014 and December 31, 2013, no allowance for doubtful accounts was deemed necessary. | ||||||||||||||||||||
Property and Equipment: | ||||||||||||||||||||
Property and equipment is carried at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of the respective assets, which range from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvements or the remaining lease term. | ||||||||||||||||||||
Business Segments: | ||||||||||||||||||||
The Company views its operations as comprising one operating segment. | ||||||||||||||||||||
Income Taxes: | ||||||||||||||||||||
The Company is a “C” corporation under the Internal Revenue Code, and thus liable for federal, state, and local taxes on the income derived from its economic interest in its operating company. The operating company is a limited liability company that has elected to be treated as a partnership for tax purposes. It has not made a provision for federal or state income taxes because it is the individual responsibility of each of the operating company’s members (including the Company) to separately report their proportionate share of the operating company’s taxable income or loss. Similarly, the income of the Company’s consolidated subsidiaries is not subject to income taxes, since it is allocated to each partnership’s individual partners. The operating company has made a provision for New York City Unincorporated Business Tax (“UBT”). | ||||||||||||||||||||
Judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate. It is also the Company’s policy to recognize accrued interest, and penalties associated with uncertain tax positions in Income Tax Expense/(Benefit) on the consolidated statement of operations. For the three and nine months ended September 30, 2014 and 2013, no such expenses were recognized. As of September 30, 2014 and December 31, 2013, no such accruals were recorded. | ||||||||||||||||||||
The Company and its consolidated subsidiaries account for all federal, state, and local taxation pursuant to the asset and liability method, which requires deferred income tax assets and liabilities to be recorded for temporary differences between the carrying amount and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more likely than not to be realized. At September 30, 2014, the Company had a $44.8 million valuation allowance against deferred tax assets recorded as part of the Company’s initial public offering and the subsequent exchanges of Class B units for shares of its Class A common stock. At December 31, 2013, the Company had a $54.0 million valuation allowance against these deferred tax assets. The income tax expense, or benefit, is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities. The Company records its deferred tax liabilities as a component of other liabilities in the consolidated statements of financial condition. | ||||||||||||||||||||
Excess tax benefits related to stock- and unit-transactions are not recognized until they result in a reduction of cash taxes payable. The benefit of these excess tax benefits will be recorded in equity when they reduce cash taxes payable. The Company will only recognize a tax benefit from stock- and unit-based awards in Additional Paid-In Capital if an incremental tax benefit is realized after all other tax benefits currently available have been utilized. For the three and nine months ended September 30, 2014, the Company had less than $0.1 million in tax benefits associated with stock- and unit-based awards that it was not able to recognize. There were no unrecognized tax benefits for the three and nine months ended September 30, 2013. | ||||||||||||||||||||
Foreign Currency: | ||||||||||||||||||||
Investment securities and other assets and liabilities denominated in foreign currencies are remeasured into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities, and income and expense items denominated in foreign currencies, are remeasured into U.S. dollar amounts on the respective dates of such transactions. | ||||||||||||||||||||
The Company does not isolate the portion of the results of its operations resulting from the impact of fluctuations in foreign exchange rates on its non-U.S. investments. Such fluctuations are included in Net Realized and Unrealized Gain from Investments in the consolidated statements of operations. | ||||||||||||||||||||
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Company’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities resulting from changes in exchange rates. | ||||||||||||||||||||
The functional currency of the Company is the United States Dollar. The functional currency of the Company’s representative office in Australia is the Australian Dollar. Assets and liabilities of this office are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. For the three and nine months ended September 30, 2014 and 2013, the Company did not record any accumulated other comprehensive income. |
Compensation_and_Benefits
Compensation and Benefits | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Compensation and Benefits | ' | |||||||||||||||
Compensation and Benefits | ||||||||||||||||
Compensation and benefits expense to employees and members is comprised of the following: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Cash Compensation and Other Benefits | $ | 9,323 | $ | 7,787 | $ | 26,616 | $ | 23,864 | ||||||||
Non-Cash Compensation | 1,299 | 1,313 | 3,955 | 3,758 | ||||||||||||
Total Compensation and Benefits Expense | $ | 10,622 | $ | 9,100 | $ | 30,571 | $ | 27,622 | ||||||||
All non-cash compensation awards granted have varying vesting schedules and are issued at prices equal to the assessed fair market value at the time of issuance, as discussed below. No awards were granted during the three months ended September 30, 2014 and 2013. Details of Class B units, phantom Class B units and restricted shares of Class A common stock awarded during the nine months ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||
For the Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Amount | Fair Value1 | Amount | Fair Value1 | |||||||||||||
Class B Units | 32,479 | $ | 11.76 | 18,517 | $ | 5.4 | ||||||||||
Deferred Compensation Phantom Class B Units | 22,959 | $ | 11.76 | 68,518 | $ | 5.4 | ||||||||||
Restricted Shares of Class A Common Stock | — | $ | — | 100,000 | $ | 4.41 | ||||||||||
1 Represents the grant date estimated fair value per share or unit. | ||||||||||||||||
Pursuant to the Pzena Investment Management, LLC Amended and Restated 2006 Equity Incentive Plan (“the 2006 Equity Incentive Plan”), the operating company issues Class B units, phantom Class B units and options to purchase Class B units. Under the Pzena Investment Management, Inc. 2007 Equity Incentive Plan (“the 2007 Equity Incentive Plan”), the Company issues shares of restricted Class A common stock and options to acquire shares of Class A common stock. During the three and nine months ended September 30, 2014, 270,000 options to purchase Class B units were forfeited in connection with employee departures. During the nine months ended September 30, 2014, 701,299 phantom Class B units were also forfeited in connection with employee departures. | ||||||||||||||||
Under the Pzena Investment Management, LLC Amended and Restated Bonus Plan (the “Bonus Plan”), eligible employees whose cash compensation is in excess of certain thresholds have a portion of that excess mandatorily deferred. These deferred amounts may be invested, at the employee’s discretion, in certain third-party mutual funds, phantom Class B units, or money market funds. Amounts deferred in any calendar year reduce that year’s cash compensation expense and are amortized and vest ratably over a four-year period commencing the following year. As of September 30, 2014 and December 31, 2013, the liability associated with deferred compensation investment accounts was $1.6 million and $2.3 million, respectively. During the nine months ended September 30, 2014, 5,953 phantom Class B units issued under the plan and approximately $1.0 million in deferred compensation investments were forfeited in connection with employee departures. | ||||||||||||||||
Pursuant to the Pzena Investment Management, Inc. Non-Employee Director Deferred Compensation Plan (the “Director Plan”), non-employee directors may elect to have all or part of the compensation otherwise payable to the director in cash, deferred in the form of phantom shares of Class A common stock of the Company. Elections to defer compensation under the Director Plan are made on a year-to-year basis. Distributions under the Director Plan are made in a single distribution of shares of Class A common stock at such time as elected by the participant when the deferral was made. Since inception of the Director Plan in 2009, the Company’s directors have elected to defer 100% of their compensation in the form of phantom shares of Class A common stock. Amounts deferred in any calendar year are amortized over the calendar year and reflected as General and Administrative Expense. As of September 30, 2014 and December 31, 2013, there were 189,753 and 158,882 phantom shares of Class A common stock outstanding, respectively. For the three and nine months ended September 30, 2014 no distributions were made under the Director Plan. For the three and nine months ended September 30, 2013, in association with the resignation of a director, 6,944 phantom shares of Class A common stock were forfeited and the Company distributed 45,818 phantom shares of Class A common stock in the form of shares of Class A common stock. | ||||||||||||||||
The Company issues to certain of its employees delayed-vesting cash awards. For the three and nine months ended September 30, 2014 and 2013 no such awards were granted. Previously awarded delayed-vesting cash awards have varying vesting schedules with $1.1 million to be paid at the end of 2014 and the remaining $0.4 million to be paid at the end of 2015. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, the Company had approximately $22.7 million and $29.7 million, respectively, in unrecorded compensation expense related to unvested awards issued pursuant to its Bonus Plan, Class B units, option grants, and phantom Class B units issued under the 2006 Equity Incentive Plan, and restricted Class A common stock issued under the 2007 Equity Incentive Plan. The Company anticipates that this unrecorded cost will amortize over the respective vesting periods of the awards. |
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plans | ' |
Employee Benefit Plans | |
The operating company has a Profit Sharing and Savings Plan for the benefit of substantially all employees. The Profit Sharing and Savings Plan is a defined contribution profit sharing plan with a 401(k) deferral component. All full-time employees and certain part-time employees who have met the age and length of service requirements are eligible to participate in the plan. The plan allows participating employees to make elective deferrals of compensation up to the annual limits which are set by law. The plan provides for a discretionary annual contribution by the operating company which is determined by a formula based on the salaries of eligible employees as defined by the plan. For the three and nine months ended September 30, 2014, the expense recognized in connection with this plan was $0.1 million and $0.6 million, respectively. For the three and nine months ended September 30, 2013, the expense recognized in connection with this plan was $0.1 million and $0.5 million, respectively. |
Earnings_per_Share
Earnings per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per Share | ' | |||||||||||||||
Earnings per Share | ||||||||||||||||
Basic earnings per share is computed by dividing the Company’s net income attributable to its common stockholders by the weighted average number of shares outstanding during the reporting period. For the three and nine months ended September 30, 2014 and 2013, the Company’s basic earnings per share was determined as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||||
Net Income for Basic Earnings per Share | $ | 2,059 | $ | 1,956 | $ | 5,631 | $ | 4,391 | ||||||||
Basic Weighted-Average Shares Outstanding | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 | ||||||||||||
Basic Earnings per Share | $ | 0.16 | $ | 0.16 | $ | 0.45 | $ | 0.37 | ||||||||
Diluted earnings per share adjusts this calculation to reflect the impact of all outstanding operating company membership units, phantom Class B units, phantom Class A common stock, outstanding Class B unit options, options to purchase Class A common stock, and restricted Class A common stock, to the extent they would have a dilutive effect on net income per share for the reporting period. Net income for diluted earnings per share generally assumes that all outstanding operating company membership units are converted into Company stock at the beginning of the reporting period and the resulting change to Company net income associated with its increased interest in the operating company is taxed at the Company’s effective tax rate, exclusive of adjustments associated with both the valuation allowance and the liability to selling and converting shareholders and other one-time charges. | ||||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company’s diluted net income was determined as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Net Income Attributable to Non-Controlling Interests of Pzena Investment Management, LLC | $ | 12,593 | $ | 10,120 | $ | 35,599 | $ | 26,949 | ||||||||
Less: Assumed Corporate Income Taxes | 5,149 | 4,210 | 15,037 | 11,211 | ||||||||||||
Assumed After-Tax Income of Pzena Investment Management, LLC | 7,444 | 5,910 | 20,562 | 15,738 | ||||||||||||
Net Income of Pzena Investment Management, Inc. | 2,059 | 1,956 | 5,631 | 4,391 | ||||||||||||
Diluted Net Income | $ | 9,503 | $ | 7,866 | $ | 26,193 | $ | 20,129 | ||||||||
Under the two-class method of computing diluted earnings per share, diluted earnings per share is calculated by dividing net income for diluted earnings per share by the weighted average number of common shares outstanding during the period, plus the dilutive effect of any potential common shares outstanding during the period using the more dilutive of the treasury method or two-class method. The two-class method includes an earnings allocation formula that determines earnings per share for each participating security according to dividends declared and undistributed earnings for the period. The Company’s net income for diluted earnings per share is reduced by the amount allocated to participating restricted Class B units for purposes of calculating earnings per share. Dividend equivalent distributions paid per share on the operating company’s unvested restricted Class B units are equal to the dividends paid per Company Class A common stock. | ||||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company’s diluted earnings per share were determined as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except share and | ||||||||||||||||
per share amounts) | ||||||||||||||||
Diluted Net Income Allocated to: | ||||||||||||||||
Class A Common Stock | $ | 9,482 | $ | 7,847 | $ | 26,135 | $ | 20,081 | ||||||||
Participating Class B Units | 21 | 19 | 58 | 48 | ||||||||||||
Total Diluted Net Income Attributable to Shareholders | $ | 9,503 | $ | 7,866 | $ | 26,193 | $ | 20,129 | ||||||||
Basic Weighted-Average Shares Outstanding | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 | ||||||||||||
Dilutive Effect of B Units | 52,119,925 | 52,190,656 | 52,601,877 | 52,575,046 | ||||||||||||
Dilutive Effect of Options 1 | 854,899 | 703,313 | 955,260 | 654,788 | ||||||||||||
Dilutive Effect of Phantom Class B Units & Phantom Shares of Class A Common Stock | 1,501,722 | 1,413,976 | 1,691,457 | 1,260,163 | ||||||||||||
Dilutive Effect of Restricted Shares of Class A Common Stock 2 | 44,228 | 39,034 | 41,800 | 29,000 | ||||||||||||
Dilutive Weighted-Average Shares Outstanding | 67,486,380 | 66,556,957 | 67,734,081 | 66,453,139 | ||||||||||||
Add: Participating Class B Units3 | 145,692 | 157,076 | 145,842 | 157,242 | ||||||||||||
Total Dilutive Weighted-Average Shares Outstanding | 67,632,072 | 66,714,033 | 67,879,923 | 66,610,381 | ||||||||||||
Diluted Earnings per Share | $ | 0.14 | $ | 0.12 | $ | 0.39 | $ | 0.3 | ||||||||
1 Represents the dilutive effect of options to purchase operating company Class B units and Company Class A common stock. | ||||||||||||||||
2 Certain restricted shares of Class A common stock granted to employees are not entitled to dividend or dividend equivalent payments until they are vested and are therefore non-participating securities and are not included in the computation of basic earnings per share. They are included in the computation of diluted earnings per share when the effect is dilutive using the treasury stock method. | ||||||||||||||||
3 Unvested Class B Units granted to employees have nonforfeitable rights to dividend equivalent distributions and therefore participate fully in the results of the operating company's operations from the date they are granted. They are included in the computation of diluted earnings per share using the two-class method for participating securities. | ||||||||||||||||
Approximately 0.6 million and 0.7 million options to purchase Class B units were excluded from the calculation of diluted net income per share for the three and nine months ended September 30, 2014, respectively, as their inclusion would have had an antidilutive effect based on current market prices. Approximately 1.2 million options to purchase Class B units and 1.0 million options to purchase Company Class A common stock were excluded from the calculation of diluted net income for each of the three and nine months ended September 30, 2013, as their inclusion would have had an antidilutive effect for the respective periods based on market prices. |
Shareholders_Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Shareholders' Equity | ' |
Shareholders’ Equity | |
The Company functions as the sole managing member of the operating company. As a result, the Company: (i) consolidates the financial results of the operating company and reflects the membership interest in it that it does not own as a non-controlling interest in its consolidated financial statements; and (ii) recognizes income generated from its economic interest in the operating company’s net income. Class A and Class B units of the operating company have the same economic rights per unit. As of September 30, 2014, the holders of Class A common stock (through the Company) and the holders of Class B units of the operating company held approximately 20.4% and 79.6%, respectively, of the economic interests in the operations of the business. As of December 31, 2013, the holders of Class A common stock (through the Company) and the holders of Class B units of the operating company held approximately 18.7% and 81.3%, respectively, of the economic interests in the operations of the business. | |
Each Class B unit of the operating company has a corresponding share of the Company’s Class B common stock, par value $0.000001 per share. Each share of the Company’s Class B common stock entitles its holder to five votes, until the first time that the number of shares of Class B common stock outstanding constitutes less than 20% of the number of all shares of the Company’s common stock outstanding. From this time and thereafter, each share of the Company’s Class B common stock entitles its holder to one vote. When a Class B unit is exchanged for a share of the Company’s Class A common stock or forfeited, a corresponding share of the Company’s Class B common stock will automatically be redeemed and cancelled. Conversely, to the extent that the Company causes the operating company to issue additional Class B units to employees pursuant to its equity incentive plan, these additional holders of Class B units would be entitled to receive a corresponding number of shares of the Company’s Class B common stock (including if the Class B units awarded are subject to vesting). | |
All holders of the Company’s Class B common stock have entered into a stockholders’ agreement, pursuant to which they agreed to vote all shares of Class B common stock then held by them, and acquired in the future, together on all matters submitted to a vote of the common stockholders. | |
The outstanding shares of the Company’s Class A common stock represent 100% of the rights of the holders of all classes of the Company’s capital stock to receive distributions, except that holders of Class B common stock will have the right to receive the class’s par value upon the Company’s liquidation, dissolution or winding up. | |
Pursuant to the operating agreement of the operating company, each vested Class B unit is exchangeable for a share of the Company’s Class A common stock, subject to certain exchange timing and volume limitations. | |
On July 31, 2014, certain of the operating company's members exchanged an aggregate of 1,150,060 of their Class B units for an equivalent number of shares of Company Class A common stock. On March 20, 2013, certain of the operating company’s members exchanged an aggregate of 1,328,334 of their Class B units for an equivalent number of shares of Company Class A common stock. No Class B units were exchanged during the three months ended September 30, 2013. These acquisitions of additional operating company membership interests were treated as reorganizations of entities under common control as required by the Business Combinations Topic of the FASB ASC. | |
The Company’s share repurchase program was announced on April 24, 2012. The Board of Directors authorized the Company to repurchase an aggregate of $10 million of the Company’s outstanding Class A common stock and the operating company’s Class B units on the open market and in private transactions in accordance with applicable securities laws. On February 11, 2014, the Company announced that its Board of Directors approved an increase of $20 million in the aggregate amount authorized under the program. The timing, number and value of common shares and units repurchased are subject to the Company’s discretion. The Company’s share repurchase program is not subject to an expiration date and may be suspended, discontinued, or modified at any time, for any reason. | |
During the nine months ended September 30, 2014, 159,602 Class B unit options and 250,000 Class A common stock options were exercised. These exercises resulted in the issuance of 95,199 Class B units and 68,346 shares of Class A common stock, respectively, as a result of the redemption of 64,403 Class B units and 181,654 shares of Class A common stock for the cashless exercise of the options. | |
During the three months ended September 30, 2014, the Company purchased and retired 61,647 shares of Class A common stock under the current repurchase authorization at a weighted average price per share of $9.81. During the nine months ended September 30, 2014, the Company purchased and retired 51,139 Class B units and 96,219 shares of Class A common stock, respectively, under the repurchase authorization at a weighted average price per share of $10.58 and $10.16, respectively. During the three and nine months ended September 30, 2013, the Company purchased and retired 79,208 and 354,305 shares of Class A common stock, respectively, under the current repurchase authorization at a weighted average price per unit of $6.68 and $6.24, respectively. The Company records the repurchase of shares and units at cost based on the trade date of the transaction. |
NonControlling_Interests
Non-Controlling Interests | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||||||
Non-Controlling Interests | ' | |||||||||||||||
Non-Controlling Interests | ||||||||||||||||
Net Income Attributable to Non-Controlling Interests in the operations of the Company’s operating company and consolidated subsidiaries is comprised of the following: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Non-Controlling Interests of Pzena Investment Management, LLC | $ | 12,593 | $ | 10,120 | $ | 35,599 | $ | 26,949 | ||||||||
Non-Controlling Interests of Consolidated Subsidiaries | (149 | ) | 211 | (19 | ) | 930 | ||||||||||
Net Income Attributable to Non-Controlling Interests | $ | 12,444 | $ | 10,331 | $ | 35,580 | $ | 27,879 | ||||||||
Distributions to non-controlling interests represent tax allocations and dividend equivalents paid to the members of the operating company, as well as withdrawals from the Company’s consolidated subsidiaries. Contributions from non-controlling interests represent contributions to the Company's consolidated subsidiaries. |
Investments
Investments | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||
Investments | ' | |||||||||||
Investments | ||||||||||||
The following is a summary of Investments: | ||||||||||||
As of | ||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||
(in thousands) | ||||||||||||
Investment securities, trading | ||||||||||||
Equity Securities | $ | 8,093 | $ | 2,364 | ||||||||
Investments in Mutual Funds | 4,853 | 5,257 | ||||||||||
Total investment securities, trading | 12,946 | 7,621 | ||||||||||
Investments in equity method investees | 2,043 | — | ||||||||||
Total | $ | 14,989 | $ | 7,621 | ||||||||
Investment securities, trading | ||||||||||||
Investments, at Fair Value consisted of the following at September 30, 2014: | ||||||||||||
Cost | Unrealized | Fair Value | ||||||||||
Gain/(Loss) | ||||||||||||
(in thousands) | ||||||||||||
Equity Securities | $ | 7,752 | $ | 341 | $ | 8,093 | ||||||
Investments in Mutual Funds | 3,787 | 1,066 | 4,853 | |||||||||
Total | $ | 11,539 | $ | 1,407 | $ | 12,946 | ||||||
Investments, at Fair Value consisted of the following at December 31, 2013: | ||||||||||||
Cost | Unrealized | Fair Value | ||||||||||
Gain/(Loss) | ||||||||||||
(in thousands) | ||||||||||||
Equity Securities | $ | 1,732 | $ | 632 | $ | 2,364 | ||||||
Investments in Mutual Funds | 4,043 | 1,214 | 5,257 | |||||||||
Total | $ | 5,775 | $ | 1,846 | $ | 7,621 | ||||||
Securities Sold Short, at Fair Value consisted of the following at September 30, 2014: | ||||||||||||
Proceeds | Unrealized | Fair Value | ||||||||||
(Gain)/ Loss | ||||||||||||
(in thousands) | ||||||||||||
Securities Sold Short | 1,495 | (33 | ) | 1,462 | ||||||||
Total | $ | 1,495 | $ | (33 | ) | $ | 1,462 | |||||
The Company held no Securities Sold Short, at Fair Value at December 31, 2013. | ||||||||||||
Investments in equity method investees | ||||||||||||
On March 31, 2014, the operating company launched the Pzena Emerging Markets Focused Value Fund, for which it acts as the investment advisor. On March 31, 2014, the Company provided the initial cash investment in an effort to generate an investment performance track record to attract third-party investors. As of March 31, 2014, the Company had an initial investment representing 100% of the ownership in each entity. As a result, the entities were consolidated with the Company as of March 31, 2014. On August 5, 2014, due to additional subscriptions into the Pzena Emerging Markets Focused Value Fund, the Company's ownership decreased to 42.9%. As the entity was no longer deemed to control the fund, the Company deconsolidated the entity, removed the related assets, liabilities and non-controlling interest from its balance sheet and classified the Company's remaining investment as an equity method investment. At September 30, 2014, the Company had a 27.2% equity ownership interest in this entity with a carrying value of $2.0 million. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and Equipment, Net of Accumulated Depreciation is comprised of the following: | ||||||||
As of | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Leasehold Improvements | $ | 1,434 | $ | 1,219 | ||||
Computer Hardware | 1,220 | 1,141 | ||||||
Furniture and Fixtures | 786 | 786 | ||||||
Computer Software | 346 | 256 | ||||||
Office Equipment | 256 | 283 | ||||||
Total | 4,042 | 3,685 | ||||||
Less: Accumulated Depreciation and Amortization | (3,015 | ) | (2,850 | ) | ||||
Total | $ | 1,027 | $ | 835 | ||||
During the three months ended September 30, 2014, the Company capitalized approximately $0.2 million for leasehold improvements related to its new office space that it intends to depreciate when completed and ready for use. | ||||||||
Depreciation is included in general and administrative expense and totaled approximately $0.1 million and $0.2 million for the three and nine months ended September 30, 2014 and 2013, respectively. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
For the three months ended September 30, 2014 and 2013, the Company earned $0.8 million and $0.4 million, respectively, in investment advisory fees from unconsolidated VIEs that receive investment management services from the Company. For the nine months ended September 30, 2014 and 2013, the Company earned $1.9 million and $1.0 million, respectively, in such fees. | |
At both September 30, 2014 and December 31, 2013, the Company had approximately $0.1 million remaining of advances to an international investment company for organization and start-up costs, which are included in Receivable from Related Parties on the consolidated statements of financial condition. The operating company is the sponsor and investment manager of this entity. | |
At December 31, 2013, Receivable from Related Parties included approximately $0.1 million of loans to employees. No loans to employees were recorded at September 30, 2014. | |
The operating company, as investment manager of the three mutual funds, Pzena Emerging Markets Focused Value Fund, Pzena Long/Short Value Fund, and Pzena Mid Cap Focused Value Fund, has contractually agreed to waive a portion or all of its management fees and pay fund expenses to ensure that the annual operating expenses of the funds stay below certain established total expense ratio thresholds. For each of the three and nine months ended September 30, 2014, the Company recognized $0.2 million and $0.4 million, respectively, of such expenses. No such expenses were recognized during 2013 as the funds did not exist during these periods. | |
The operating company manages the personal funds of certain of the Company’s employees, including the CEO, its two Presidents, and its Executive Vice President. The operating company also manages accounts beneficially owned by a private fund in which certain of the Company’s executive officers invest. Investments by employees in individual accounts are permitted only at the discretion of the executive committee of the operating company, but are generally not subject to the same minimum investment levels that are required of outside investors. The operating company also manages the personal funds of some of its employees’ family members. Pursuant to the respective investment management agreements, the operating company waives or reduces its regular advisory fees for these accounts and personal funds. In addition, the operating company pays custody and administrative fees for certain of these accounts and personal funds in order to incubate products or preserve performance history. The aggregate value of the fees that the Company waived related to the Company’s executive officers, other employees, and family members, was approximately $0.2 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013, the Company waived $0.5 million and $0.4 million, respectively, of such fees. The aggregate value of the custody and administrative fees paid related to the Company’s executive offers, other employees, and family members was approximately $0.1 million for each of the three and nine months ended September 30, 2014 and 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
In the normal course of business, the Company enters into agreements that include indemnities in favor of third parties, such as engagement letters with advisors and consultants. In certain cases, the Company may have recourse against third parties with respect to these indemnities. The Company maintains insurance policies that may provide coverage against certain claims under these indemnities. The Company has had no claims or payments pursuant to these agreements, and it believes the likelihood of a claim being made is remote. Utilizing the methodology in the Guarantees Topic of the FASB ASC, the Company’s estimate of the value of such guarantees is de minimis, therefore, no accrual has been made in the consolidated financial statements. | |
The Company leases office space under a non-cancelable operating lease agreement that expires on October 31, 2015. The Company reflects minimum lease expense for its headquarters on a straight-line basis over the lease term. During the year ended December 31, 2011, the Company entered into a non-cancelable sublease agreement for certain excess office space associated with its operating lease agreement. The sublease agreement also expires on October 31, 2015. | |
During June 2014, the Company entered into an operating lease agreement for its new corporate headquarters. The term of the lease commenced in October 2014. The Company plans to move to its new corporate offices during the first half of 2015. | |
Lease expenses were $0.3 million for each of the three months ended September 30, 2014 and 2013, respectively, and are included in general and administrative expense. Such expenses totaled $1.1 million for each of the the nine months ended September 30, 2014 and 2013, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Income Taxes | ' | |||||||||||||||
Income Taxes | ||||||||||||||||
The operating company is a limited liability company that has elected to be treated as a partnership for tax purposes. Neither it nor the Company’s other consolidated subsidiaries have made a provision for federal or state income taxes because it is the individual responsibility of each of these entities’ members (including the Company) to separately report their proportionate share of the respective entity’s taxable income or loss. The operating company has made a provision for New York City UBT. The Company, as a “C” corporation under the Internal Revenue Code, is liable for federal, state and local taxes on the income derived from its economic interest in its operating company, which is net of UBT. Correspondingly, in its consolidated financial statements, the Company reports both the operating company’s provision for UBT, as well as its provision for federal, state and local corporate taxes. | ||||||||||||||||
The components of the income tax expense are as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Current Provision: | ||||||||||||||||
Unincorporated Business Taxes 1 | $ | 703 | $ | 798 | $ | 2,312 | $ | 1,500 | ||||||||
Local Corporate Tax | — | — | — | — | ||||||||||||
State Corporate Tax | — | — | — | — | ||||||||||||
Federal Corporate Tax | — | — | — | — | ||||||||||||
Total Current Provision | $ | 703 | $ | 798 | $ | 2,312 | $ | 1,500 | ||||||||
Deferred Provision: | ||||||||||||||||
Unincorporated Business Taxes 1 | $ | (2 | ) | $ | (35 | ) | $ | 6 | $ | (13 | ) | |||||
Local Corporate Tax | 100 | 98 | 348 | 255 | ||||||||||||
State Corporate Tax | 213 | 176 | 713 | 452 | ||||||||||||
Federal Corporate Tax | 912 | 711 | 2,520 | 1,845 | ||||||||||||
Total Deferred Provision | $ | 1,223 | $ | 950 | $ | 3,587 | $ | 2,539 | ||||||||
Change in Valuation Allowance | (2,439 | ) | (3,832 | ) | (5,605 | ) | (5,613 | ) | ||||||||
Net Adjustment Related to Change in Effective Tax Rate | 293 | — | 895 | 286 | ||||||||||||
Total Income Tax Expense | $ | (220 | ) | $ | (2,084 | ) | $ | 1,189 | $ | (1,288 | ) | |||||
1 During the three months ended March 31, 2013, the operating company recognized a $0.6 million tax benefit associated with the amendment of prior year tax returns to change the methodology for state and local receipts. | ||||||||||||||||
The Income Taxes Topic of the FASB ASC establishes the minimum threshold for recognizing, and a system for measuring, the benefits of tax return positions in financial statements. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, the Company had available for U.S. federal income tax reporting purposes, a net operating loss carryforward of $8.5 million and $10.4 million, respectively, which expires in varying amounts during the tax years 2027 through 2033. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, included in net operating losses were approximately $1.2 million and $1.0 million, respectively, of deductions for excess stock- and unit- based transactions. The $0.5 million, respectively, of tax benefit associated with these deductions will be credited to Additional Paid In Capital when such deductions reduce taxes payable. Although these net operating losses are included in the total carryforward amount, they are not reflected in the table of deferred tax assets as the excess tax benefits are not yet realized. | ||||||||||||||||
The Company and the operating company are generally no longer subject to U.S. Federal or state and local income tax examinations by tax authorities for any year prior to 2010. All tax years subsequent to, and including, 2010 are considered open and subject to examination by tax authorities. During 2013, the Company extended the statue of limitations in New York City for its 2009 tax year in association with the amendment of prior year tax returns to change the methodology for state and local receipts. | ||||||||||||||||
The acquisition of the operating company Class B units, noted below, has allowed the Company to make an election under Section 754 of the Internal Revenue Code (“Section 754”) to step up its tax basis in the net assets acquired. This step up is deductible for tax purposes over a 15-year period. Based on the net proceeds of the initial public offering and tax basis of the operating company, this election gave rise to an initial deferred tax asset of approximately $68.7 million. | ||||||||||||||||
Pursuant to a tax receivable agreement signed between the members of the operating company and the Company, 85% of the cash savings generated by this election will be distributed to the selling and converting shareholders upon the realization of this benefit. | ||||||||||||||||
If the Company exercises its right to terminate the tax receivable agreement early, the Company will be obligated to make an early termination payment to the selling and converting shareholders, based upon the net present value (based upon certain assumptions and deemed events set forth in the tax receivable agreement) of all payments that would be required to be paid by the Company under the tax receivable agreement. If certain change of control events were to occur, the Company would be obligated to make an early termination payment. | ||||||||||||||||
As discussed in Note 6, Shareholders’ Equity, no Class B units were exchanged during the three months ended September 30, 2013. On July 31, 2014 and March 20, 2013 certain of the operating company’s members exchanged an aggregate of 1,150,060 and 1,328,334, respectively, of their Class B units for an equivalent number of shares of Company Class A common stock. The Company elected to step up its tax basis in the incremental assets acquired in accordance with Section 754. Based on the exchange-date fair values of the Company’s common stock and the tax basis of the operating company, these elections gave rise to $6.0 million and $5.9 million deferred tax assets and corresponding $5.1 million and $5.0 million liabilities to selling and converting shareholders on July 31, 2014 and March 20, 2013, respectively. The Company assessed the realizability of these deferred tax asset associated with the exchanges and determined that a portion of the benefits would go unutilized. Consequently, the Company established $4.7 million and $5.1 million valuation allowance, respectively, to reduce the deferred tax assets to amounts more likely than not to be realized. These deferred tax assets remain available to the Company and can be used to reduce taxable income in future years. The Company similarly reduced the associated liability to selling and converting shareholders by $4.0 million and $4.4 million, respectively, to reflect the changes in the estimated realization of these assets. As required by the Income Taxes Topic of the FASB ASC, the Company recorded the effects of these transactions in equity. | ||||||||||||||||
During the three and nine months ended September 30, 2014, after giving effect to the exchange discussed earlier, the Company’s valuation allowance was reduced by approximately $2.4 million and $5.6 million, respectively, due to revised estimates of future taxable income. Results for the three and nine months ended September 30, 2014 also reflects changes in the Company's expected future tax benefits due to a decreases in its effective tax rate. These change are reflected as a net adjustment to the Company's Section 754 deferred tax asset, valuation allowance, and other deferred tax assets. To reflect these changes in the estimated realization of the asset and its liability for future payments, the Company increased its liability to selling and converting shareholders by $1.8 million and $3.9 million for the three and nine months ended September 30, 2014, respectively. The effects of these changes to the deferred tax asset and liability to selling and converting shareholders were recorded as a component of the income tax expense and other expense, respectively, on the consolidated statements of operations. | ||||||||||||||||
During the three and nine months ended September 30, 2013, the Company’s valuation allowance was reduced by approximately $3.8 million and $5.6 million, respectively, due to revised estimates of future taxable income. Results for the three and nine months ended September 30, 2013 also reflects a decrease in the Company's effective tax rate due to a decrease in state and local rates associated with a change in methodology for state and local receipts during 2013. This decrease is reflected as an adjustment to the Company's Section 754 deferred tax asset, valuation allowance, and other deferred tax assets. To reflect these changes in the estimated realization of the asset and its liability for future payments, the Company increased its liability to selling and converting shareholders by $3.3 million and $4.5 million for the three and nine months ended September 30, 2013, respectively. The effects of these changes to the deferred tax asset and liability to selling and converting shareholders were recorded as a component of the income tax expense and other expense, respectively, on the consolidated statements of operations. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, the net values of all deferred tax assets were approximately $14.7 million and $12.3 million, respectively. | ||||||||||||||||
The change in the Company’s deferred tax assets, net of valuation allowance, for each of the three month periods ended September 30, 2014 is summarized as follows: | ||||||||||||||||
Section 754 | Other | Valuation | Total | |||||||||||||
Allowance | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2013 | $ | 61,628 | $ | 4,657 | $ | (53,973 | ) | $ | 12,312 | |||||||
Deferred Tax (Expense)/Benefit | (1,104 | ) | (36 | ) | — | (1,140 | ) | |||||||||
Change in Valuation Allowance | — | — | 767 | 767 | ||||||||||||
Net Adjustment to Deferred Tax Asset | (6,608 | ) | (351 | ) | 6,357 | (602 | ) | |||||||||
Balance at March 31, 2014 | $ | 53,916 | $ | 4,270 | $ | (46,849 | ) | $ | 11,337 | |||||||
Deferred Tax (Expense)/Benefit | (965 | ) | (266 | ) | — | (1,231 | ) | |||||||||
Change in Valuation Allowance | — | — | 2,399 | 2,399 | ||||||||||||
Balance at June 30, 2014 | $ | 52,951 | $ | 4,004 | $ | (44,450 | ) | $ | 12,505 | |||||||
Deferred Tax (Expense)/Benefit | (961 | ) | (268 | ) | — | (1,229 | ) | |||||||||
Unit Exchange | 6,013 | — | (4,741 | ) | 1,272 | |||||||||||
Change in Valuation Allowance | — | — | 2,439 | 2,439 | ||||||||||||
Net Adjustment to Deferred Tax Asset | (2,183 | ) | (54 | ) | 1,944 | (293 | ) | |||||||||
Balance at September 30, 2014 | $ | 55,820 | $ | 3,682 | $ | (44,808 | ) | $ | 14,694 | |||||||
The change in the Company’s deferred tax liabilities, which is included in other liabilities on the Company’s consolidated statements of financial condition, for each of the three month periods ended September 30, 2014, is summarized as follows: | ||||||||||||||||
Total | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2013 | $ | (39 | ) | |||||||||||||
Deferred Tax Expense | 5 | |||||||||||||||
Balance at March 31, 2014 | $ | (34 | ) | |||||||||||||
Deferred Tax Expense | 2 | |||||||||||||||
Balance at June 30, 2014 | $ | (32 | ) | |||||||||||||
Deferred Tax Expense | 6 | |||||||||||||||
Balance at September 30, 2014 | $ | (26 | ) | |||||||||||||
The change in the Company’s deferred tax assets, net of valuation allowance, for each of the three month periods ended September 30, 2013 is summarized as follows: | ||||||||||||||||
Section 754 | Other | Valuation | Total | |||||||||||||
Allowance | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2012 | $ | 65,069 | $ | 4,536 | $ | (59,917 | ) | $ | 9,688 | |||||||
Deferred Tax (Expense)/Benefit | (907 | ) | 103 | — | (804 | ) | ||||||||||
Unit Exchange | 5,935 | — | (5,140 | ) | 795 | |||||||||||
Change in Valuation Allowance | — | — | 1,225 | 1,225 | ||||||||||||
Balance at March 31, 2013 | $ | 70,097 | $ | 4,639 | $ | (63,832 | ) | $ | 10,904 | |||||||
Deferred Tax (Expense)/Benefit | (905 | ) | 103 | — | (802 | ) | ||||||||||
Change in Effective Rate | (5,272 | ) | (105 | ) | 5,091 | (286 | ) | |||||||||
Change in Valuation Allowance | — | — | 556 | 556 | ||||||||||||
Balance at June 30, 2013 | $ | 63,920 | $ | 4,637 | $ | (58,185 | ) | $ | 10,372 | |||||||
Deferred Tax (Expense)/Benefit | (1,072 | ) | 122 | — | (950 | ) | ||||||||||
Change in Valuation Allowance | — | — | 3,832 | 3,832 | ||||||||||||
Balance at September 30, 2013 | $ | 62,848 | $ | 4,759 | $ | (54,353 | ) | $ | 13,254 | |||||||
The change in the Company’s deferred tax liabilities for each of the three month periods ended September 30, 2013 is summarized as follows: | ||||||||||||||||
Total | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2012 | $ | (59 | ) | |||||||||||||
Deferred Tax Expense | 14 | |||||||||||||||
Balance at March 31, 2013 | $ | (45 | ) | |||||||||||||
Deferred Tax Expense | 5 | |||||||||||||||
Balance at June 30, 2013 | $ | (40 | ) | |||||||||||||
Deferred Tax Expense | 1 | |||||||||||||||
Balance at September 30, 2013 | $ | (39 | ) |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On October 21, 2014, the Company declared a quarterly dividend of $0.03 per share of its Class A common stock that will be paid on November 27, 2014 to holders of record on November 13, 2014. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation: | |
The consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and related Securities and Exchange Commission (“SEC”) rules and regulations. Certain investment vehicles the operating company sponsors for which it is the investment advisor, are considered to be variable-interest entities (“VIEs”), while others are considered to be voting interest entities ("VOEs") subject to traditional consolidation concepts based on ownership rights. The Company consolidates VIEs where the Company is deemed to be the primary beneficiary. The Company’s policy is to consolidate all majority-owned subsidiaries in which it has a controlling financial interest. The majority-owned subsidiaries in which the Company has a controlling financial interest and the VIEs for which the Company is deemed to be the primary beneficiary are collectively referred to as “consolidated subsidiaries.” Non-controlling interests recorded on the consolidated financial statements of the Company include the non-controlling interests of the outside investors in each of these entities, as well as those of the operating company. All significant inter-company transactions and balances have been eliminated. | |
On March 31, 2014, the operating company launched the Pzena Emerging Markets Focused Value Fund, Pzena Mid Cap Focused Value Fund, and Pzena Long/Short Value Fund, for each of which it acts as the investment advisor. Since the equity investment at risk is sufficient to support the operations of these entities and the ownership interests have substantive voting rights, these entities are deemed to be VOEs. On March 31, 2014, the Company provided the initial cash investment for each fund in an effort to generate an investment performance track record to attract third-party investors and had an initial investment representing 100% of the ownership in each entity. As a result, the entities were consolidated with the Company as of March 31, 2014. On August 5, 2014, due to additional subscriptions into the Pzena Emerging Markets Focused Value Fund, the Company's ownership decreased to 42.9%. As the entity was no longer deemed to control the fund, the Company deconsolidated the entity, removed the related assets, liabilities and non-controlling interest from its balance sheet and classified the Company's remaining investment as an equity method investment. The Pzena Mid Cap Focused Value Fund and Pzena Long/Short Value Fund will continue to be consolidated to the extent the Company has a majority ownership interest in them. At September 30, 2014, the aggregate of these funds' $4.7 million in net assets were included in the Company's consolidated statements of financial condition. | |
Pzena Large Cap Value Fund is a Massachusetts Trust in which a majority of the trustees are members of the executive committee of the operating company. A majority of the trustees do not hold equity investments in this trust. Since the holders of the equity investments in this partnership lack a controlling financial interest in it, this entity is deemed to be a VIE. The Company is considered the primary beneficiary of this VIE. At September 30, 2014, the Pzena Large Cap Value Fund’s $1.1 million in net assets were included in the Company’s consolidated statements of financial condition. | |
The operating company is the managing member of Pzena International Value Service, a series of Pzena Investment Management International, LLC. The operating company is considered the primary beneficiary of this entity. As a result, the entity was consolidated as of February 1, 2011. At September 30, 2014, Pzena International Value Fund’s $2.2 million in net assets were included in the Company’s consolidated statements of financial condition. | |
VIEs that are not consolidated continue to receive investment management services from the Company, and are vehicles through which the Company offers its Global Value and/or Non-U.S. Value Strategies. The total net assets of these VIEs was approximately $440.8 million and $244.2 million at September 30, 2014 and December 31, 2013, respectively. Neither the Company nor the operating company were exposed to losses as a result of its involvement with these entities because they had no direct investment in them. | |
The Company records in its own equity its pro-rata share of transactions that impact the operating company’s net equity, including unit and option issuances, repurchases, and retirements. The operating company’s pro-rata share of such transactions are recorded as adjustments to additional paid-in capital or non-controlling interests, as applicable, on the consolidated statements of financial position. | |
Management's Use of Estimates | ' |
Management’s Use of Estimates: | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual results could differ from those estimates. | |
Fair Values of Financial Instruments | ' |
Fair Values of Financial Instruments: | |
The carrying amounts of all financial instruments in the consolidated statements of financial condition are presented at their fair value. | |
Revenue Recognition | ' |
Revenue Recognition: | |
Revenue, comprised of advisory fee income, is recognized over the period in which advisory services are provided. Advisory fee income includes management fees that are calculated based on percentages of assets under management (“AUM”), generally billed quarterly, either in arrears or advance, depending on the applicable contractual terms. Advisory fee income also includes performance fees that may be earned by the Company depending on the investment return of the AUM. Performance fee arrangements generally entitle the Company to participate, on a fixed-percentage basis, in any returns generated in excess of an agreed-upon benchmark. The Company’s participation percentage in such return differentials is then multiplied by AUM to determine the performance fees earned. In general, returns are calculated on an annualized basis over the contract’s measurement period, which usually extends to three years. Performance fees are generally payable annually. Following the preferred method identified in the Revenue Recognition Topic of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), such performance fee income is recorded at the conclusion of the contractual performance period, when all contingencies are resolved. For the three and nine months ended September 30, 2014, the Company recognized approximately $2.1 million and $2.6 million in performance fee income, respectively. For the three and nine months ended September 30, 2013, the Company recognized approximately $0.7 million and $0.8 million in performance fee income, respectively. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents: | |
At September 30, 2014 and December 31, 2013, Cash and Cash Equivalents was $37.2 million and $33.9 million, respectively. The Company considers all money market funds and highly-liquid debt instruments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company maintains its cash in bank deposits and other accounts whose balances often exceed federally insured limits. | |
Interest on cash and cash equivalents is recorded as interest income on an accrual basis in the consolidated statements of operations. | |
Restricted Cash | ' |
Restricted Cash: | |
The Company maintained compensating balances of Restricted Cash of $2.7 million and $0.3 million at September 30, 2014 and December 31, 2013, respectively. The Company holds letters of credit issued by a third party in lieu of cash security deposits, as required by the Company’s leases for its current office space and its future New York corporate headquarters. | |
The Pzena Long/Short Value Fund is required to maintain cash collateral for margin accounts established to support securities sold short, not yet purchased. To satisfy this requirement, as of September 30, 2014, $1.4 million was set aside and recorded in Restricted Cash in the consolidated statements of financial condition. | |
Due to/from Broker | ' |
Due to/from Broker: | |
Due to/from Broker consists primarily of amounts payable/receivable for unsettled securities transactions held/initiated at the clearing brokers of the Company’s consolidated subsidiaries. | |
Investments | ' |
Investments: | |
Investment Securities, trading | |
Marketable securities classified as trading securities consist of investments held by the Company and its consolidated subsidiaries, as well as investments in third-party mutual funds. The Company’s investments in third-party mutual funds are held to satisfy the Company’s obligations under its deferred compensation program. Dividends associated with the investments of the Company’s consolidated subsidiaries are recorded as dividend income on an ex-dividend basis in the consolidated statement of operations. | |
Securities Sold Short represents securities sold short, not yet purchased by the Pzena Long/Short Value Fund, which is consolidated with the Company's financial statements. Dividend expense associated with these investment is reflected in Other Expense on an ex-dividend basis in the consolidated statement of operations. | |
All such investments are recorded at fair value, with net realized and unrealized gains and losses reported in earnings. Net realized and unrealized gains and losses are a component of (Losses)/ Gains and Other Investment Income in the consolidated statements of operations. | |
Investments in equity method investees | |
Investments in non-controlled affiliates in which the Company's ownership ranges from 20 to 50 percent, are accounted for under the equity method of accounting. Under the equity method of accounting, the Company's share of the investee's underlying net income or loss is recorded as equity in the earnings of affiliates and reflected as a component of (Losses)/ Gains and Other Investment Income in the consolidated statements of operations. The carrying value of equity method investments is measured based on the funds' net asset values. | |
Fair Value Measurements: | |
The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The Fair Value Measurements and Disclosures Topic of the FASB ASC also establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels: (i) valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets (Level 1); (ii) valuation inputs are quoted prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs directly or indirectly related to the asset or liability being measured (Level 2); and (iii) valuation inputs are unobservable and significant to the fair value measurement (Level 3). | |
The Company’s investments relate to its consolidated investments in equity securities and securities sold short, both of which are exchange-traded securities with quoted prices in active markets, its investments in third-party mutual funds, which have a readily available net asset value per share, and its investments in equity method investees. The fair value measurements of the equity securities, securities sold short, and investments in mutual funds have been classified as Level 1. | |
Securities Valuation | ' |
Securities Valuation: | |
Investments in equity securities and securities sold short for which market quotations are available are valued at the last reported price or closing price on the primary market or exchange on which they trade. If no reported equity sales occurred on the valuation date, equity investments are valued at the bid price. Investments in third-party mutual funds are valued at the closing net asset value per share of the fund on the day of valuation. Transactions are recorded on a trade date basis. | |
The net realized gain or loss on sales of securities, securities sold short, and investments in third-party mutual funds is determined on a specific identification basis and is included in (Losses)/ Gains and Other Investment Income in the consolidated statements of operations. | |
Concentrations of Credit Risk | ' |
Concentrations of Credit Risk: | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, amounts due from brokers, and advisory fees receivable. The Company maintains its cash and cash equivalents in bank deposits and other accounts whose balances often exceed federally insured limits. | |
The concentration of credit risk with respect to advisory fees receivable is generally limited due to the short payment terms extended to clients by the Company. On a periodic basis, the Company evaluates its advisory fees receivable and establishes an allowance for doubtful accounts, if necessary, based on a history of past write-offs and collections and current credit conditions. At September 30, 2014 and December 31, 2013, no allowance for doubtful accounts was deemed necessary. | |
Property and Equipment | ' |
Property and Equipment: | |
Property and equipment is carried at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of the respective assets, which range from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvements or the remaining lease term. | |
Business Segments | ' |
Business Segments: | |
The Company views its operations as comprising one operating segment. | |
Income Taxes | ' |
Income Taxes: | |
The Company is a “C” corporation under the Internal Revenue Code, and thus liable for federal, state, and local taxes on the income derived from its economic interest in its operating company. The operating company is a limited liability company that has elected to be treated as a partnership for tax purposes. It has not made a provision for federal or state income taxes because it is the individual responsibility of each of the operating company’s members (including the Company) to separately report their proportionate share of the operating company’s taxable income or loss. Similarly, the income of the Company’s consolidated subsidiaries is not subject to income taxes, since it is allocated to each partnership’s individual partners. The operating company has made a provision for New York City Unincorporated Business Tax (“UBT”). | |
Judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate. It is also the Company’s policy to recognize accrued interest, and penalties associated with uncertain tax positions in Income Tax Expense/(Benefit) on the consolidated statement of operations. For the three and nine months ended September 30, 2014 and 2013, no such expenses were recognized. As of September 30, 2014 and December 31, 2013, no such accruals were recorded. | |
The Company and its consolidated subsidiaries account for all federal, state, and local taxation pursuant to the asset and liability method, which requires deferred income tax assets and liabilities to be recorded for temporary differences between the carrying amount and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the temporary differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more likely than not to be realized. At September 30, 2014, the Company had a $44.8 million valuation allowance against deferred tax assets recorded as part of the Company’s initial public offering and the subsequent exchanges of Class B units for shares of its Class A common stock. At December 31, 2013, the Company had a $54.0 million valuation allowance against these deferred tax assets. The income tax expense, or benefit, is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities. The Company records its deferred tax liabilities as a component of other liabilities in the consolidated statements of financial condition. | |
Excess tax benefits related to stock- and unit-transactions are not recognized until they result in a reduction of cash taxes payable. The benefit of these excess tax benefits will be recorded in equity when they reduce cash taxes payable. The Company will only recognize a tax benefit from stock- and unit-based awards in Additional Paid-In Capital if an incremental tax benefit is realized after all other tax benefits currently available have been utilized. For the three and nine months ended September 30, 2014, the Company had less than $0.1 million in tax benefits associated with stock- and unit-based awards that it was not able to recognize. There were no unrecognized tax benefits for the three and nine months ended September 30, 2013. | |
Foreign Currency | ' |
Foreign Currency: | |
Investment securities and other assets and liabilities denominated in foreign currencies are remeasured into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities, and income and expense items denominated in foreign currencies, are remeasured into U.S. dollar amounts on the respective dates of such transactions. | |
The Company does not isolate the portion of the results of its operations resulting from the impact of fluctuations in foreign exchange rates on its non-U.S. investments. Such fluctuations are included in Net Realized and Unrealized Gain from Investments in the consolidated statements of operations. | |
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Company’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities resulting from changes in exchange rates. | |
The functional currency of the Company is the United States Dollar. The functional currency of the Company’s representative office in Australia is the Australian Dollar. Assets and liabilities of this office are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. For the three and nine months ended September 30, 2014 and 2013, the Company did not record any accumulated other comprehensive income. |
Organization_Tables
Organization (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Summary of entities | ' | ||||
The Company has consolidated the results of operations and financial condition of the following entities as of September 30, 2014: | |||||
Ownership at | |||||
Legal Entity | Type of Entity (Date of Formation) | September 30, 2014 | |||
Pzena Investment Management, Pty | Australian Proprietary Limited Company (12/16/2009) | 100 | % | ||
Pzena Financial Service, LLC (Member FINRA/SIPC) | Delaware Limited Liability Company (10/15/2013) | 100 | % | ||
Pzena Investment Management Special Situations, LLC | Delaware Limited Liability Company (12/01/2010) | 99.9 | % | ||
Pzena Mid Cap Focused Value Fund, a series of Advisors Series Trust | Open-end Management Investment Company, series of Delaware Statutory Trust (3/31/2014) | 94 | % | ||
Pzena Long/Short Value Fund, a series of Advisors Series Trust | Open-end Management Investment Company, series of Delaware Statutory Trust (3/31/2014) | 77.7 | % | ||
Pzena Investment Funds Trust, Pzena Large Cap Value Fund | Massachusetts Trust (11/01/2002) | 0 | % | ||
Pzena International Value Service, a series of Pzena Investment Management International, LLC | Delaware Limited Liability Company (12/22/2003) | 0 | % |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Summary of fair value assets | ' | |||||||||||||||||||
The following table presents these instruments’ fair value at September 30, 2014: | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Other Assets Not Held at Fair Value | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity Securities | $ | 8,093 | $ | — | $ | — | $ | — | $ | 8,093 | ||||||||||
Investments in Mutual Funds | 4,853 | — | — | — | 4,853 | |||||||||||||||
Investments in equity method investees | — | — | — | 2,043 | 2,043 | |||||||||||||||
Total Investments | $ | 12,946 | $ | — | $ | — | $ | 2,043 | $ | 14,989 | ||||||||||
Level 1 | Level 2 | Level 3 | Other Liabilities Not Held at Fair Value | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Liabilities: | ||||||||||||||||||||
Securities Sold Short | $ | 1,462 | $ | — | $ | — | $ | — | $ | 1,462 | ||||||||||
The following table presents these instruments’ fair value at December 31, 2013: | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Other Assets Not Held at Fair Value | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity Securities | $ | 2,364 | $ | — | $ | — | $ | — | $ | 2,364 | ||||||||||
Investments in Mutual Funds | 5,257 | — | — | — | 5,257 | |||||||||||||||
Investments in equity method investees | — | — | — | — | — | |||||||||||||||
Total Investments | $ | 7,621 | $ | — | $ | — | $ | — | $ | 7,621 | ||||||||||
Compensation_and_Benefits_Tabl
Compensation and Benefits (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Summary of compensation and benefits expense to employees and members | ' | |||||||||||||||
Compensation and benefits expense to employees and members is comprised of the following: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Cash Compensation and Other Benefits | $ | 9,323 | $ | 7,787 | $ | 26,616 | $ | 23,864 | ||||||||
Non-Cash Compensation | 1,299 | 1,313 | 3,955 | 3,758 | ||||||||||||
Total Compensation and Benefits Expense | $ | 10,622 | $ | 9,100 | $ | 30,571 | $ | 27,622 | ||||||||
Schedule of share based compensation activity | ' | |||||||||||||||
Details of Class B units, phantom Class B units and restricted shares of Class A common stock awarded during the nine months ended September 30, 2014 and 2013 are as follows: | ||||||||||||||||
For the Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Amount | Fair Value1 | Amount | Fair Value1 | |||||||||||||
Class B Units | 32,479 | $ | 11.76 | 18,517 | $ | 5.4 | ||||||||||
Deferred Compensation Phantom Class B Units | 22,959 | $ | 11.76 | 68,518 | $ | 5.4 | ||||||||||
Restricted Shares of Class A Common Stock | — | $ | — | 100,000 | $ | 4.41 | ||||||||||
1 Represents the grant date estimated fair value per share or unit. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Summary of basic earnings per share | ' | |||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company’s basic earnings per share was determined as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||||
Net Income for Basic Earnings per Share | $ | 2,059 | $ | 1,956 | $ | 5,631 | $ | 4,391 | ||||||||
Basic Weighted-Average Shares Outstanding | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 | ||||||||||||
Basic Earnings per Share | $ | 0.16 | $ | 0.16 | $ | 0.45 | $ | 0.37 | ||||||||
Summary of diluted net income | ' | |||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company’s diluted net income was determined as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Net Income Attributable to Non-Controlling Interests of Pzena Investment Management, LLC | $ | 12,593 | $ | 10,120 | $ | 35,599 | $ | 26,949 | ||||||||
Less: Assumed Corporate Income Taxes | 5,149 | 4,210 | 15,037 | 11,211 | ||||||||||||
Assumed After-Tax Income of Pzena Investment Management, LLC | 7,444 | 5,910 | 20,562 | 15,738 | ||||||||||||
Net Income of Pzena Investment Management, Inc. | 2,059 | 1,956 | 5,631 | 4,391 | ||||||||||||
Diluted Net Income | $ | 9,503 | $ | 7,866 | $ | 26,193 | $ | 20,129 | ||||||||
Summary of diluted earnings per share | ' | |||||||||||||||
For the three and nine months ended September 30, 2014 and 2013, the Company’s diluted earnings per share were determined as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except share and | ||||||||||||||||
per share amounts) | ||||||||||||||||
Diluted Net Income Allocated to: | ||||||||||||||||
Class A Common Stock | $ | 9,482 | $ | 7,847 | $ | 26,135 | $ | 20,081 | ||||||||
Participating Class B Units | 21 | 19 | 58 | 48 | ||||||||||||
Total Diluted Net Income Attributable to Shareholders | $ | 9,503 | $ | 7,866 | $ | 26,193 | $ | 20,129 | ||||||||
Basic Weighted-Average Shares Outstanding | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 | ||||||||||||
Dilutive Effect of B Units | 52,119,925 | 52,190,656 | 52,601,877 | 52,575,046 | ||||||||||||
Dilutive Effect of Options 1 | 854,899 | 703,313 | 955,260 | 654,788 | ||||||||||||
Dilutive Effect of Phantom Class B Units & Phantom Shares of Class A Common Stock | 1,501,722 | 1,413,976 | 1,691,457 | 1,260,163 | ||||||||||||
Dilutive Effect of Restricted Shares of Class A Common Stock 2 | 44,228 | 39,034 | 41,800 | 29,000 | ||||||||||||
Dilutive Weighted-Average Shares Outstanding | 67,486,380 | 66,556,957 | 67,734,081 | 66,453,139 | ||||||||||||
Add: Participating Class B Units3 | 145,692 | 157,076 | 145,842 | 157,242 | ||||||||||||
Total Dilutive Weighted-Average Shares Outstanding | 67,632,072 | 66,714,033 | 67,879,923 | 66,610,381 | ||||||||||||
Diluted Earnings per Share | $ | 0.14 | $ | 0.12 | $ | 0.39 | $ | 0.3 | ||||||||
1 Represents the dilutive effect of options to purchase operating company Class B units and Company Class A common stock. | ||||||||||||||||
2 Certain restricted shares of Class A common stock granted to employees are not entitled to dividend or dividend equivalent payments until they are vested and are therefore non-participating securities and are not included in the computation of basic earnings per share. They are included in the computation of diluted earnings per share when the effect is dilutive using the treasury stock method. | ||||||||||||||||
3 Unvested Class B Units granted to employees have nonforfeitable rights to dividend equivalent distributions and therefore participate fully in the results of the operating company's operations from the date they are granted. They are included in the computation of diluted earnings per share using the two-class method for participating securities. |
NonControlling_Interests_Table
Non-Controlling Interests (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||||||
Non-controlling interest income | ' | |||||||||||||||
Net Income Attributable to Non-Controlling Interests in the operations of the Company’s operating company and consolidated subsidiaries is comprised of the following: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Non-Controlling Interests of Pzena Investment Management, LLC | $ | 12,593 | $ | 10,120 | $ | 35,599 | $ | 26,949 | ||||||||
Non-Controlling Interests of Consolidated Subsidiaries | (149 | ) | 211 | (19 | ) | 930 | ||||||||||
Net Income Attributable to Non-Controlling Interests | $ | 12,444 | $ | 10,331 | $ | 35,580 | $ | 27,879 | ||||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||
Investment | ' | |||||||||||
The following is a summary of Investments: | ||||||||||||
As of | ||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||
(in thousands) | ||||||||||||
Investment securities, trading | ||||||||||||
Equity Securities | $ | 8,093 | $ | 2,364 | ||||||||
Investments in Mutual Funds | 4,853 | 5,257 | ||||||||||
Total investment securities, trading | 12,946 | 7,621 | ||||||||||
Investments in equity method investees | 2,043 | — | ||||||||||
Total | $ | 14,989 | $ | 7,621 | ||||||||
Investment in equity securities | ' | |||||||||||
Investments, at Fair Value consisted of the following at September 30, 2014: | ||||||||||||
Cost | Unrealized | Fair Value | ||||||||||
Gain/(Loss) | ||||||||||||
(in thousands) | ||||||||||||
Equity Securities | $ | 7,752 | $ | 341 | $ | 8,093 | ||||||
Investments in Mutual Funds | 3,787 | 1,066 | 4,853 | |||||||||
Total | $ | 11,539 | $ | 1,407 | $ | 12,946 | ||||||
Investments, at Fair Value consisted of the following at December 31, 2013: | ||||||||||||
Cost | Unrealized | Fair Value | ||||||||||
Gain/(Loss) | ||||||||||||
(in thousands) | ||||||||||||
Equity Securities | $ | 1,732 | $ | 632 | $ | 2,364 | ||||||
Investments in Mutual Funds | 4,043 | 1,214 | 5,257 | |||||||||
Total | $ | 5,775 | $ | 1,846 | $ | 7,621 | ||||||
Securities Sold Short, at Fair Value consisted of the following at September 30, 2014: | ||||||||||||
Proceeds | Unrealized | Fair Value | ||||||||||
(Gain)/ Loss | ||||||||||||
(in thousands) | ||||||||||||
Securities Sold Short | 1,495 | (33 | ) | 1,462 | ||||||||
Total | $ | 1,495 | $ | (33 | ) | $ | 1,462 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment | ' | |||||||
Property and Equipment, Net of Accumulated Depreciation is comprised of the following: | ||||||||
As of | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Leasehold Improvements | $ | 1,434 | $ | 1,219 | ||||
Computer Hardware | 1,220 | 1,141 | ||||||
Furniture and Fixtures | 786 | 786 | ||||||
Computer Software | 346 | 256 | ||||||
Office Equipment | 256 | 283 | ||||||
Total | 4,042 | 3,685 | ||||||
Less: Accumulated Depreciation and Amortization | (3,015 | ) | (2,850 | ) | ||||
Total | $ | 1,027 | $ | 835 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Components of income tax | ' | |||||||||||||||
The components of the income tax expense are as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Current Provision: | ||||||||||||||||
Unincorporated Business Taxes 1 | $ | 703 | $ | 798 | $ | 2,312 | $ | 1,500 | ||||||||
Local Corporate Tax | — | — | — | — | ||||||||||||
State Corporate Tax | — | — | — | — | ||||||||||||
Federal Corporate Tax | — | — | — | — | ||||||||||||
Total Current Provision | $ | 703 | $ | 798 | $ | 2,312 | $ | 1,500 | ||||||||
Deferred Provision: | ||||||||||||||||
Unincorporated Business Taxes 1 | $ | (2 | ) | $ | (35 | ) | $ | 6 | $ | (13 | ) | |||||
Local Corporate Tax | 100 | 98 | 348 | 255 | ||||||||||||
State Corporate Tax | 213 | 176 | 713 | 452 | ||||||||||||
Federal Corporate Tax | 912 | 711 | 2,520 | 1,845 | ||||||||||||
Total Deferred Provision | $ | 1,223 | $ | 950 | $ | 3,587 | $ | 2,539 | ||||||||
Change in Valuation Allowance | (2,439 | ) | (3,832 | ) | (5,605 | ) | (5,613 | ) | ||||||||
Net Adjustment Related to Change in Effective Tax Rate | 293 | — | 895 | 286 | ||||||||||||
Total Income Tax Expense | $ | (220 | ) | $ | (2,084 | ) | $ | 1,189 | $ | (1,288 | ) | |||||
1 During the three months ended March 31, 2013, the operating company recognized a $0.6 million tax benefit associated with the amendment of prior year tax returns to change the methodology for state and local receipts. | ||||||||||||||||
Deferred tax assets and liabilities | ' | |||||||||||||||
The change in the Company’s deferred tax assets, net of valuation allowance, for each of the three month periods ended September 30, 2014 is summarized as follows: | ||||||||||||||||
Section 754 | Other | Valuation | Total | |||||||||||||
Allowance | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2013 | $ | 61,628 | $ | 4,657 | $ | (53,973 | ) | $ | 12,312 | |||||||
Deferred Tax (Expense)/Benefit | (1,104 | ) | (36 | ) | — | (1,140 | ) | |||||||||
Change in Valuation Allowance | — | — | 767 | 767 | ||||||||||||
Net Adjustment to Deferred Tax Asset | (6,608 | ) | (351 | ) | 6,357 | (602 | ) | |||||||||
Balance at March 31, 2014 | $ | 53,916 | $ | 4,270 | $ | (46,849 | ) | $ | 11,337 | |||||||
Deferred Tax (Expense)/Benefit | (965 | ) | (266 | ) | — | (1,231 | ) | |||||||||
Change in Valuation Allowance | — | — | 2,399 | 2,399 | ||||||||||||
Balance at June 30, 2014 | $ | 52,951 | $ | 4,004 | $ | (44,450 | ) | $ | 12,505 | |||||||
Deferred Tax (Expense)/Benefit | (961 | ) | (268 | ) | — | (1,229 | ) | |||||||||
Unit Exchange | 6,013 | — | (4,741 | ) | 1,272 | |||||||||||
Change in Valuation Allowance | — | — | 2,439 | 2,439 | ||||||||||||
Net Adjustment to Deferred Tax Asset | (2,183 | ) | (54 | ) | 1,944 | (293 | ) | |||||||||
Balance at September 30, 2014 | $ | 55,820 | $ | 3,682 | $ | (44,808 | ) | $ | 14,694 | |||||||
The change in the Company’s deferred tax liabilities, which is included in other liabilities on the Company’s consolidated statements of financial condition, for each of the three month periods ended September 30, 2014, is summarized as follows: | ||||||||||||||||
Total | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2013 | $ | (39 | ) | |||||||||||||
Deferred Tax Expense | 5 | |||||||||||||||
Balance at March 31, 2014 | $ | (34 | ) | |||||||||||||
Deferred Tax Expense | 2 | |||||||||||||||
Balance at June 30, 2014 | $ | (32 | ) | |||||||||||||
Deferred Tax Expense | 6 | |||||||||||||||
Balance at September 30, 2014 | $ | (26 | ) | |||||||||||||
The change in the Company’s deferred tax assets, net of valuation allowance, for each of the three month periods ended September 30, 2013 is summarized as follows: | ||||||||||||||||
Section 754 | Other | Valuation | Total | |||||||||||||
Allowance | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2012 | $ | 65,069 | $ | 4,536 | $ | (59,917 | ) | $ | 9,688 | |||||||
Deferred Tax (Expense)/Benefit | (907 | ) | 103 | — | (804 | ) | ||||||||||
Unit Exchange | 5,935 | — | (5,140 | ) | 795 | |||||||||||
Change in Valuation Allowance | — | — | 1,225 | 1,225 | ||||||||||||
Balance at March 31, 2013 | $ | 70,097 | $ | 4,639 | $ | (63,832 | ) | $ | 10,904 | |||||||
Deferred Tax (Expense)/Benefit | (905 | ) | 103 | — | (802 | ) | ||||||||||
Change in Effective Rate | (5,272 | ) | (105 | ) | 5,091 | (286 | ) | |||||||||
Change in Valuation Allowance | — | — | 556 | 556 | ||||||||||||
Balance at June 30, 2013 | $ | 63,920 | $ | 4,637 | $ | (58,185 | ) | $ | 10,372 | |||||||
Deferred Tax (Expense)/Benefit | (1,072 | ) | 122 | — | (950 | ) | ||||||||||
Change in Valuation Allowance | — | — | 3,832 | 3,832 | ||||||||||||
Balance at September 30, 2013 | $ | 62,848 | $ | 4,759 | $ | (54,353 | ) | $ | 13,254 | |||||||
The change in the Company’s deferred tax liabilities for each of the three month periods ended September 30, 2013 is summarized as follows: | ||||||||||||||||
Total | ||||||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2012 | $ | (59 | ) | |||||||||||||
Deferred Tax Expense | 14 | |||||||||||||||
Balance at March 31, 2013 | $ | (45 | ) | |||||||||||||
Deferred Tax Expense | 5 | |||||||||||||||
Balance at June 30, 2013 | $ | (40 | ) | |||||||||||||
Deferred Tax Expense | 1 | |||||||||||||||
Balance at September 30, 2013 | $ | (39 | ) |
Organization_Details
Organization (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Pzena Investment Management, Pty [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Australian Proprietary Limited Company (12/16/2009) |
Operating company's ownership at end of period (in hundredths) | 100.00% |
Pzena Financial Service, LLC (Member FINRA/SPIC) [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Delaware Limited Liability Company (10/15/2013) |
Operating company's ownership at end of period (in hundredths) | 100.00% |
Pzena Investment Management Special Situations, LLC [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Delaware Limited Liability Company (12/01/2010) |
Operating company's ownership at end of period (in hundredths) | 99.90% |
Pzena Mid Cap Focused Value Fund, a series of Advisors Series Trust [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Open-end Management Investment Company, series of Delaware Statutory Trust (3/31/2014) |
Operating company's ownership at end of period (in hundredths) | 94.00% |
Pzena Long/Short Value Fund, a series of Advisors Series Trust [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Open-end Management Investment Company, series of Delaware Statutory Trust (3/31/2014) |
Operating company's ownership at end of period (in hundredths) | 77.70% |
Pzena Investment Funds Trust, Pzena Large Cap Value Fund [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Massachusetts Trust (11/01/2002) |
Operating company's ownership at end of period (in hundredths) | ' |
Pzena International Value Service, a series of the Pzena Investment Management International, LLC [Member] | ' |
Entity Information [Line Items] | ' |
Type of Entity (Date of Formation) | 'Delaware Limited Liability Company (12/22/2003) |
Operating company's ownership at end of period (in hundredths) | ' |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Aug. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
segment | Level 2 [Member] | Level 3 [Member] | Other Assets Not Held At Fair Value [Member] | Other Assets Not Held At Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Pzena Emerging Markets Focused Value Fund, a series of Advisors Series Trust [Member] | Pzena Emerging Markets Focused Value Fund, a series of Advisors Series Trust [Member] | Pzena Long/Short Value Fund, a series of Advisors Series Trust [Member] | Consolidating funds [Member] | Pzena International Value Fund [Member] | Pzena Large Cap Value Fund [Member] | VIEs That are Not Consolidated [Member] | VIEs That are Not Consolidated [Member] | Minimum [Member] | Maximum [Member] | ||||||||||
Level 1 [Member] | Level 1 [Member] | Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating company's ownership at end of period (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27.20% | 42.90% | 77.70% | ' | ' | ' | ' | ' | 20.00% | 50.00% |
Net assets of subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,700,000 | ' | ' | ' | ' | ' | ' |
Net assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | 1,100,000 | 440,800,000 | 244,200,000 | ' | ' |
Restricted Cash | 2,715,000 | ' | 2,715,000 | ' | ' | ' | 316,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contract measurement period (in years) | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance fee income | 2,100,000 | 700,000 | 2,600,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and Cash Equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 37,233,000 | 34,962,000 | 37,233,000 | 34,962,000 | 26,055,000 | ' | 33,878,000 | 25,675,000 | ' | 32,645,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash | 2,715,000 | ' | 2,715,000 | ' | ' | ' | 316,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of instruments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Securities | 8,093,000 | ' | 8,093,000 | ' | ' | ' | 2,364,000 | ' | ' | ' | ' | ' | 0 | 0 | 8,093,000 | 2,364,000 | 8,093,000 | 2,364,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments in Mutual Funds | 4,853,000 | ' | 4,853,000 | ' | ' | ' | 5,257,000 | ' | ' | ' | ' | ' | 0 | 0 | 4,853,000 | 5,257,000 | 4,853,000 | 5,257,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in equity method investees | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 2,043,000 | 0 | 2,043,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,043,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Investments | 12,946,000 | ' | 12,946,000 | ' | ' | ' | 7,621,000 | ' | ' | ' | 0 | 0 | 2,043,000 | 0 | 12,946,000 | 7,621,000 | 12,946,000 | 7,621,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Investments | 14,989,000 | ' | 14,989,000 | ' | ' | ' | 7,621,000 | ' | ' | ' | ' | ' | ' | ' | 14,989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Securities Sold Short, at Fair Value | 1,462,000 | ' | 1,462,000 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | 1,462,000 | ' | 1,462,000 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts receivable | 0 | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments (in segments) | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation allowance on deferred tax assets | 44,808,000 | 54,353,000 | 44,808,000 | 54,353,000 | 44,450,000 | 46,849,000 | 53,973,000 | 58,185,000 | 63,832,000 | 59,917,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits | 100,000 | 0 | 100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated other comprehensive income | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies Property and Equipment (Details) (Equipment [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Minimum [Member] | ' |
Property and Equipment [Line Items] | ' |
Property and equipment,useful life | '3 years |
Maximum [Member] | ' |
Property and Equipment [Line Items] | ' |
Property and equipment,useful life | '7 years |
Compensation_and_Benefits_Deta
Compensation and Benefits (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||
Compensation and benefits expense [Abstract] | ' | ' | ' | ' | ' | ||
Cash Compensation and Other Benefits | $9,323,000 | $7,787,000 | $26,616,000 | $23,864,000 | ' | ||
Non-Cash Compensation | 1,299,000 | 1,313,000 | 3,955,000 | 3,758,000 | ' | ||
Total Compensation and Benefits Expense | 10,622,000 | 9,100,000 | 30,571,000 | 27,622,000 | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Liability associated with deferred compensation investment | 1,637,000 | ' | 1,637,000 | ' | 2,339,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | ' | ' | ' | 6,944 | ' | ||
Unrecorded compensation expense | 22,700,000 | ' | 22,700,000 | ' | 29,700,000 | ||
Cash Awards [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Delayed-vesting cash awards issued | 0 | ' | 0 | ' | ' | ||
Awards vesting in 2014 | 1,100,000 | ' | 1,100,000 | ' | ' | ||
Deferred compensation arrangement grants amount maturing more than 12 months less than 25 months | 400,000 | ' | 400,000 | ' | ' | ||
Director [Member] | Phantom Shares of Class A common stock [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Defer compensation percentage of compensation directors elected (in hundredths) | ' | ' | 100.00% | ' | ' | ||
Shares outstanding (in shares) | 189,753 | ' | 189,753 | ' | 158,882 | ||
Distributions made under Director Plan | 0 | 45,818 | 0 | 45,818 | ' | ||
2006 Equity Incentive Plan [Member] | Restricted Class B Units [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Amount, Awarded (in shares) | ' | ' | 32,479 | 18,517 | ' | ||
Fair Value, Awarded (in dollars per share) | ' | ' | $11.76 | [1] | $5.40 | [1] | ' |
Bonus Plan [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Liability associated with deferred compensation investment | 1,600,000 | ' | 1,600,000 | ' | 2,339,000 | ||
Value, share-based compensation, forfeited | ' | ' | $1,000,000 | ' | ' | ||
Bonus Plan [Member] | Deferred Compensation Phantom Operating Company Class B Units [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Amount, Awarded (in shares) | ' | ' | 22,959 | 68,518 | ' | ||
Fair Value, Awarded (in dollars per share) | ' | ' | $11.76 | [1] | $5.40 | [1] | ' |
Shares, share-based compensation, forfeited | ' | ' | 5,953 | ' | ' | ||
Vesting period for units (in years) | ' | ' | '4 years | ' | ' | ||
2007 Equity Incentive Plan [Member] | Options to Purchase Operating Company Class B Units [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Shares, share-based compensation, forfeited | 270,000 | ' | 270,000 | ' | ' | ||
2007 Equity Incentive Plan [Member] | Deferred Compensation Phantom Operating Company Class B Units [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Shares, share-based compensation, forfeited | ' | ' | 701,299 | ' | ' | ||
Common Class A [Member] | 2007 Equity Incentive Plan [Member] | Restricted Shares of Class A Common Stock [Member] | ' | ' | ' | ' | ' | ||
Non-cash compensation awards granted [Abstract] | ' | ' | ' | ' | ' | ||
Amount, Awarded (in shares) | ' | ' | 0 | 100,000 | ' | ||
Fair Value, Awarded (in dollars per share) | ' | ' | $0 | [1] | $4.41 | [1] | ' |
[1] | Represents the grant date estimated fair value per share or unit. |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' | ' |
Profit sharing and savings plan expenses recognized | $0.10 | $0.10 | $0.60 | $0.50 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Computation of basic earnings per share [Abstract] | ' | ' | ' | ' |
Net Income for Basic Earnings per Share | $2,059 | $1,956 | $5,631 | $4,391 |
Basic Weighted-Average Shares Outstanding (in shares) | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 |
Basic Earnings Per Share (in dollars per share) | $0.16 | $0.16 | $0.45 | $0.37 |
Diluted net income [Abstract] | ' | ' | ' | ' |
Net Income Attributable to Non-Controlling Interests of Pzena Investment Management, LLC | 12,444 | 10,331 | 35,580 | 27,879 |
Net Income of Pzena Investment Management, Inc. | 2,059 | 1,956 | 5,631 | 4,391 |
Diluted Net Income | 9,503 | 7,866 | 26,193 | 20,129 |
Diluted Net Income Allocated to [Abstract] | ' | ' | ' | ' |
Total Diluted Net Income Attributable to Shareholders | 9,503 | 7,866 | 26,193 | 20,129 |
Basic Weighted-Average Shares Outstanding (in shares) | 12,965,606 | 12,209,978 | 12,443,687 | 11,934,142 |
Dilutive Effect of Operating Company B Units (in shares) | 52,119,925 | 52,190,656 | 52,601,877 | 52,575,046 |
Dilutive Effect of Options (in shares) | 854,899 | 703,313 | 955,260 | 654,788 |
Dilutive Effect of Phantom Operating Company Class B Units & Class A Common Stock (in shares) | 1,501,722 | 1,413,976 | 1,691,457 | 1,260,163 |
Dilutive Effect of Restricted Shares of Class A Common Stock (in shares) | 44,228 | 39,034 | 41,800 | 29,000 |
Dilutive Weighted-Average Shares Outstanding (in shares) | 67,486,380 | 66,556,957 | 67,734,081 | 66,453,139 |
Add: Participating Restricted Operating Company Class B Units (in shares) | 145,692 | 157,076 | 145,842 | 157,242 |
Total Dilutive Weighted-Average Shares Outstanding (in shares) | 67,632,072 | 66,714,033 | 67,879,923 | 66,610,381 |
Diluted Earnings per Share (in dollars per share) | $0.14 | $0.12 | $0.39 | $0.30 |
Options to Purchase Operating Company Class B Units [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Securities excluded from the calculation of diluted net income per share (in shares) | 600,000 | 1,200,000 | 700,000 | 1,200,000 |
Options to Purchase Shares of Class A Common Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Securities excluded from the calculation of diluted net income per share (in shares) | ' | 1,000,000 | ' | 1,000,000 |
Common Class A [Member] | ' | ' | ' | ' |
Diluted Net Income Allocated to [Abstract] | ' | ' | ' | ' |
Total Diluted Net Income Attributable to Shareholders | 9,482 | 7,847 | 26,135 | 20,081 |
Participating Class B Restricted Units [Member] | ' | ' | ' | ' |
Diluted Net Income Allocated to [Abstract] | ' | ' | ' | ' |
Total Diluted Net Income Attributable to Shareholders | 21 | 19 | 58 | 48 |
Pzena Investment Management, LLC [Member] | ' | ' | ' | ' |
Computation of basic earnings per share [Abstract] | ' | ' | ' | ' |
Net Income for Basic Earnings per Share | 2,059 | 1,956 | 5,631 | 4,391 |
Diluted net income [Abstract] | ' | ' | ' | ' |
Net Income Attributable to Non-Controlling Interests of Pzena Investment Management, LLC | 12,593 | 10,120 | 35,599 | 26,949 |
Less: Assumed Corporate Income Taxes | 5,149 | 4,210 | 15,037 | 11,211 |
Assumed After-Tax Income of Pzena Investment Management, LLC | 7,444 | 5,910 | 20,562 | 15,738 |
Net Income of Pzena Investment Management, Inc. | 2,059 | 1,956 | 5,631 | 4,391 |
Diluted Net Income | $9,503 | $7,866 | $26,193 | $20,129 |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Feb. 11, 2014 | Apr. 24, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Mar. 20, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class B [Member] | Common Class B [Member] | Class B unit exchange for Company Class A common stock [Member] | Class B unit exchange for Company Class A common stock [Member] | Class B unit exchange for Company Class A common stock [Member] | Common Stock [Member] | Common Stock [Member] | |||
vote | Common Class A [Member] | Common Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Economic interest held in company by class of stock (in hundredths) | ' | ' | 20.40% | ' | 20.40% | ' | 18.70% | 79.60% | 81.30% | ' | ' | ' | ' | ' |
Par value (in dollars per share) | ' | ' | $0.01 | ' | $0.01 | ' | $0.01 | $0.00 | $0.00 | ' | ' | ' | ' | ' |
Voting rights | ' | ' | ' | ' | ' | ' | ' | '5 | ' | ' | ' | ' | ' | ' |
Percentage of stock holding that will entitle holders to one vote (in hundredths) | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
Voting rights when class of stock constitutes less than 20% of all shares outstanding (in votes) | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares that represents rights of holders to receive distribution (in hundredths) | ' | ' | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of class B units exchanged for equivalent class A common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,060 | 1,328,334 | 0 | ' | ' |
Amount authorized under stock repurchase program | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, additional authorized amount | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercised, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 159,602 |
Options exercised, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,346 | 95,199 |
Option exercised, cashless exchange | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 181,654 | 64,403 |
Common stock purchased and retired (in shares) | ' | ' | 61,647 | 79,208 | 96,219 | 354,305 | ' | 51,139 | ' | ' | ' | ' | 96,219 | 51,139 |
Purchased under repurchase authorization at an average price per share (in dollars per share) | ' | ' | $9.81 | $6.68 | $10.16 | $6.24 | ' | $10.58 | ' | ' | ' | ' | ' | ' |
NonControlling_Interests_Detai
Non-Controlling Interests (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' |
Net Income Attributable to Non-Controlling Interests | $12,444 | $10,331 | $35,580 | $27,879 |
Pzena Investment Management, LLC [Member] | ' | ' | ' | ' |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' |
Net Income Attributable to Non-Controlling Interests | 12,593 | 10,120 | 35,599 | 26,949 |
Consolidated Subsidiaries [Member] | ' | ' | ' | ' |
Noncontrolling Interest [Line Items] | ' | ' | ' | ' |
Net Income Attributable to Non-Controlling Interests | ($149) | $211 | ($19) | $930 |
Investments_Investments_Detail
Investments Investments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Equity Securities | $8,093,000 | $2,364,000 |
Investments in Mutual Funds | 4,853,000 | 5,257,000 |
Total investment securities, trading | 12,946,000 | 7,621,000 |
Investments in equity method investees | ' | 0 |
Total | 14,989,000 | 7,621,000 |
Pzena Emerging Markets Focused Value Fund, a series of Advisors Series Trust [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investments in equity method investees | $2,043,000 | ' |
Investments_Securities_Trading
Investments Securities, Trading (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Equity Securities | $8,093,000 | $2,364,000 |
Investments in Mutual Funds | 4,853,000 | 5,257,000 |
Total Investments | 12,946,000 | 7,621,000 |
Cost [Member] | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Equity Securities | 7,752,000 | 1,732,000 |
Investments in Mutual Funds | 3,787,000 | 4,043,000 |
Total Investments | 11,539,000 | 5,775,000 |
Unrealized Gain/(Loss) [Member] | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Equity Securities | 341,000 | 632,000 |
Investments in Mutual Funds | 1,066,000 | 1,214,000 |
Total Investments | 1,407,000 | 1,846,000 |
Fair Value [Member] | ' | ' |
Assets, Fair Value Disclosure [Abstract] | ' | ' |
Equity Securities | 8,093,000 | 2,364,000 |
Investments in Mutual Funds | 4,853,000 | 5,257,000 |
Total Investments | $12,946,000 | $7,621,000 |
Investments_Securities_Sold_Sh
Investments Securities Sold Short, at Fair Value (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Proceeds [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Trading Securities, Equity, Short Sale | ($1,495) |
Trading Liabilities, Fair Value Disclosure | -1,495 |
Unrealized (Gain)/Loss [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Trading Securities, Equity, Short Sale | 33 |
Trading Liabilities, Fair Value Disclosure | 33 |
Fair Value [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Trading Securities, Equity, Short Sale | -1,462 |
Trading Liabilities, Fair Value Disclosure | ($1,462) |
Investments_Textuals_Details
Investments Textuals (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2014 | Aug. 05, 2014 |
In Thousands, unless otherwise specified | Pzena Emerging Markets Focused Value Fund, a series of Advisors Series Trust [Member] | Pzena Emerging Markets Focused Value Fund, a series of Advisors Series Trust [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Operating company's ownership at end of period (in hundredths) | ' | 27.20% | 42.90% |
Investment in equity method investees | $0 | $2,043 | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Property and Equipment [Line Items] | ' | ' | ' | ' | ' |
Leasehold Improvements, Gross | $200,000 | ' | $200,000 | ' | ' |
Property, plant and equipment, including leasehold improvements, net [Abstract] | ' | ' | ' | ' | ' |
Property and equipment, gross | 4,042,000 | ' | 4,042,000 | ' | 3,685,000 |
Less: Accumulated Depreciation and Amortization | -3,015,000 | ' | -3,015,000 | ' | -2,850,000 |
Property and equipment, net | 1,027,000 | ' | 1,027,000 | ' | 835,000 |
Depreciation expense | 57,000 | 47,000 | 167,000 | 124,000 | ' |
Leasehold Improvements [Member] | ' | ' | ' | ' | ' |
Property, plant and equipment, including leasehold improvements, net [Abstract] | ' | ' | ' | ' | ' |
Property and equipment, gross | 1,434,000 | ' | 1,434,000 | ' | 1,219,000 |
Computer Hardware [Member] | ' | ' | ' | ' | ' |
Property, plant and equipment, including leasehold improvements, net [Abstract] | ' | ' | ' | ' | ' |
Property and equipment, gross | 1,220,000 | ' | 1,220,000 | ' | 1,141,000 |
Furniture and Fixtures [Member] | ' | ' | ' | ' | ' |
Property, plant and equipment, including leasehold improvements, net [Abstract] | ' | ' | ' | ' | ' |
Property and equipment, gross | 786,000 | ' | 786,000 | ' | 786,000 |
Computer Software [Member] | ' | ' | ' | ' | ' |
Property, plant and equipment, including leasehold improvements, net [Abstract] | ' | ' | ' | ' | ' |
Property and equipment, gross | 346,000 | ' | 346,000 | ' | 256,000 |
Office Equipment [Member] | ' | ' | ' | ' | ' |
Property, plant and equipment, including leasehold improvements, net [Abstract] | ' | ' | ' | ' | ' |
Property and equipment, gross | $256,000 | ' | $256,000 | ' | $283,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
VIEs That are Not Consolidated [Member] | VIEs That are Not Consolidated [Member] | VIEs That are Not Consolidated [Member] | VIEs That are Not Consolidated [Member] | International Investment Company [Member] | International Investment Company [Member] | Employees [Member] | Pzena Mid Cap Focused Value Fund, a series of Advisors Series Trust [Member] | Pzena Mid Cap Focused Value Fund, a series of Advisors Series Trust [Member] | Company's Executive Officers and Other Employees [Member] | Company's Executive Officers and Other Employees [Member] | Company's Executive Officers and Other Employees [Member] | Company's Executive Officers and Other Employees [Member] | ||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment advisory fees | ' | $800,000 | $400,000 | $1,900,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivables from related party | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Loans to employees | 0 | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Investment advisory fees waived | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 400,000 | 200,000 | 100,000 | 500,000 | 400,000 |
Administrative fees paid - less than amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | $100,000 | $100,000 | $100,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Lease expenses | $0.30 | $0.30 | $1.10 | $1.10 |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Taxes) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Current Provision: | ' | ' | ' | ' | ' | ' | ' | ' |
Unincorporated Business Taxes | $703,000 | ' | ' | $798,000 | ' | ' | $2,312,000 | $1,500,000 |
Local Corporate Tax | 0 | ' | ' | 0 | ' | ' | 0 | 0 |
State Corporate Tax | 0 | ' | ' | 0 | ' | ' | 0 | 0 |
Federal Corporate Tax | 0 | ' | ' | 0 | ' | ' | 0 | 0 |
Total Current Provision | 703,000 | ' | ' | 798,000 | ' | ' | 2,312,000 | 1,500,000 |
Deferred Provision: | ' | ' | ' | ' | ' | ' | ' | ' |
Unincorporated Business Taxes | -2,000 | ' | ' | -35,000 | ' | ' | 6,000 | -13,000 |
Local Corporate Tax | 100,000 | ' | ' | 98,000 | ' | ' | 348,000 | 255,000 |
State Corporate Tax | 213,000 | ' | ' | 176,000 | ' | ' | 713,000 | 452,000 |
Federal Corporate Tax | 912,000 | ' | ' | 711,000 | ' | ' | 2,520,000 | 1,845,000 |
Total Deferred Provision | 1,223,000 | ' | ' | 950,000 | ' | ' | 3,587,000 | 2,539,000 |
Change in Valuation Allowance | -2,439,000 | -2,399,000 | -767,000 | -3,832,000 | -556,000 | -1,225,000 | -5,605,000 | -5,613,000 |
Net Adjustment Related to Change in Effective Tax Rate | 293,000 | ' | 602,000 | 0 | 286,000 | ' | 895,000 | 286,000 |
Income Tax Expense | -220,000 | ' | ' | -2,084,000 | ' | ' | 1,189,000 | -1,288,000 |
Tax benefit associated with the amendment of prior year tax returns | ' | ' | ' | ' | ' | $600,000 | ' | ' |
Income_Taxes_Change_in_Deferre
Income Taxes (Change in Deferred Tax Asset, Net of Valuation Allowance) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Section 754 [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | $52,951 | $53,916 | $61,628 | $63,920 | $70,097 | $65,069 | $61,628 | $65,069 |
Deferred Tax (Expense)/Benefit | -961 | -965 | -1,104 | -1,072 | -905 | -907 | ' | ' |
Unit Exchange | 6,013 | ' | ' | ' | ' | 5,935 | ' | ' |
Change in Effective Rate | -2,183 | ' | -6,608 | ' | -5,272 | ' | ' | ' |
Change in Valuation Allowance | 0 | 0 | 0 | 0 | 0 | 0 | ' | ' |
Ending balance | 55,820 | 52,951 | 53,916 | 62,848 | 63,920 | 70,097 | 55,820 | 62,848 |
Deferred Tax Assets Other [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | 4,004 | 4,270 | 4,657 | 4,637 | 4,639 | 4,536 | 4,657 | 4,536 |
Deferred Tax (Expense)/Benefit | -268 | -266 | -36 | 122 | 103 | 103 | ' | ' |
Unit Exchange | 0 | ' | ' | ' | ' | 0 | ' | ' |
Change in Effective Rate | -54 | ' | -351 | ' | -105 | ' | ' | ' |
Change in Valuation Allowance | 0 | 0 | 0 | 0 | 0 | 0 | ' | ' |
Ending balance | 3,682 | 4,004 | 4,270 | 4,759 | 4,637 | 4,639 | 3,682 | 4,759 |
Deferred Tax Assets Valuation Allowance [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | -44,450 | -46,849 | -53,973 | -58,185 | -63,832 | -59,917 | -53,973 | -59,917 |
Deferred Tax (Expense)/Benefit | 0 | 0 | 0 | 0 | 0 | 0 | ' | ' |
Unit Exchange | -4,741 | ' | ' | ' | ' | -5,140 | ' | ' |
Change in Effective Rate | 1,944 | ' | 6,357 | ' | 5,091 | ' | ' | ' |
Change in Valuation Allowance | 2,439 | 2,399 | 767 | 3,832 | 556 | 1,225 | -5,600 | 5,613 |
Ending balance | -44,808 | -44,450 | -46,849 | -54,353 | -58,185 | -63,832 | -44,808 | -54,353 |
Deferred tax assets [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | 12,505 | 11,337 | 12,312 | 10,372 | 10,904 | 9,688 | 12,312 | 9,688 |
Deferred Tax (Expense)/Benefit | -1,229 | -1,231 | -1,140 | -950 | -802 | -804 | ' | ' |
Unit Exchange | 1,272 | ' | ' | ' | ' | 795 | ' | ' |
Change in Effective Rate | -293 | ' | -602 | 0 | -286 | ' | -895 | -286 |
Change in Valuation Allowance | 2,439 | 2,399 | 767 | 3,832 | 556 | 1,225 | 5,605 | 5,613 |
Ending balance | $14,694 | $12,505 | $11,337 | $13,254 | $10,372 | $10,904 | $14,694 | $13,254 |
Income_Taxes_Deferred_tax_liab
Income Taxes (Deferred tax liability Rollforward) (Details) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Deferred tax liabilities beginning balance | ($32) | ($34) | ($39) | ($40) | ($45) | ($59) |
Deferred Tax Expense | 6 | 2 | 5 | 1 | 5 | 14 |
Deferred tax liabilities ending balance | ($26) | ($32) | ($34) | ($39) | ($40) | ($45) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | Mar. 20, 2013 | Sep. 30, 2013 | Jul. 31, 2014 | |
Class B unit exchange for Company Class A common stock [Member] | Class B unit exchange for Company Class A common stock [Member] | Class B unit exchange for Company Class A common stock [Member] | Class B unit exchange for Company Class A common stock [Member] | |||||||||||
Income Tax Additional Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards | $8,500,000 | ' | ' | ' | ' | ' | $8,500,000 | ' | $10,400,000 | ' | ' | ' | ' | ' |
Operating Loss Carryforward, Deductions for Excess Stock Transactions | 1,200,000 | ' | ' | ' | ' | ' | 1,200,000 | ' | 1,000,000 | ' | ' | ' | ' | ' |
Unrecognized Tax Benefits Resulting in Net Operating Loss Carryforward | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Section 754 election tax deduction period (in years) | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' |
Initial deferred tax assets | 68,700,000 | ' | ' | ' | ' | ' | 68,700,000 | ' | ' | ' | ' | ' | ' | ' |
Cash savings generated by this election will be distributed to selling and converting shareholders upon realization (in hundredth) | 85.00% | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' |
Change in liability to selling and converting shareholders | 1,824,000 | ' | ' | 3,257,000 | ' | ' | 3,947,000 | 4,525,000 | ' | ' | ' | ' | ' | ' |
Deferred tax asset | 14,694,000 | 12,505,000 | 11,337,000 | 13,254,000 | 10,372,000 | 10,904,000 | 14,694,000 | 13,254,000 | 12,312,000 | 9,688,000 | ' | ' | ' | ' |
Share exchange valuation allowance [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of class B units exchanged for equivalent class A common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,060 | 1,328,334 | 0 | ' |
Initial deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,900,000 | ' | 6,000,000 |
Liability to selling and converting shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | 5,100,000 |
Valuation allowance established | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,100,000 | ' | 4,700,000 |
Change In liability to selling And converting shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 4,400,000 | ' | ' |
Change in Valuation Allowance | $2,439,000 | $2,399,000 | $767,000 | $3,832,000 | $556,000 | $1,225,000 | ($5,600,000) | $5,613,000 | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 21, 2014 | |
Common Class A [Member] | |||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Cash Dividends per Share of Class A Common Stock (in dollars per share) | $0.03 | $0.03 | $0.32 | $0.22 | $0.03 |