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EXCEL - IDEA: XBRL DOCUMENT - Titanium Asset Management CorpFinancial_Report.xls

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

 

FORM 10-K

 

TANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

OR

 

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                              to

 

Commission File Number: 000-53352

 

Titanium Asset Management Corp.

(Exact name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation or organization)

 

20-8444031

(I.R.S. Employer
Identification Number)

     
777 E. Wisconsin Avenue, Milwaukee, Wisconsin (Address of principal executive offices)  

53202-5310

(Zip Code)

 

 

(414) 765-1980

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001

(Title of Class)

 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No T

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No T

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes T No £

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. T

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer £ Accelerated filer £
   
Non-accelerated filer £ Smaller reporting company T

 

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T

 

As of June 30, 2012, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of the Registrant’s common stock held by non-affiliates of the Registrant (based upon the closing mid-market price of such shares on AIM) was approximately $3,000,000. Shares of the Registrant’s common stock held by the Registrant’s executive officers and directors and by each entity that owns 5% or more of the Registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

At March 1, 2013, there were 19,744,824 shares of the Registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after year end, are incorporated by reference from the definitive Proxy Statement into Part III of this Annual Report on Form 10-K.

 

 
 

 

TABLE OF CONTENTS

 

    Page
  PART 1  
     
ITEM 1 BUSINESS 1
     
ITEM 1A. RISK FACTORS 9
     
ITEM 1B. UNRESOLVED STAFF COMMENTS 16
     
ITEM 2. PROPERTIES 16
     
ITEM 3 LEGAL PROCEEDINGS 16
     
ITEM 4. MINE SAFETY DISCLOSURES 17
     
  EXECUTIVE OFFICERS OF THE REGISTRANT 18
     
  PART II  
     
ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 19
     
ITEM 6. SELECTED FINANCIAL DATA 19
     
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20
     
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 33
     
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 34
     
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 52
     
ITEM 9A. CONTROLS AND PROCEDURES 52
     
ITEM 9B. OTHER INFORMATION 52
     
  PART III  
     
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 53
     
ITEM 11 EXECUTIVE COMPENSATION 53
     
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 53
     
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 53
     
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES 53
     
  PART IV  
     
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES 54

 

 
 

 

This Annual Report on Form 10-K, including, particularly, the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for statements about future events, products and future financial performance that are based on the beliefs of, estimates made by and information currently available to the management of Titanium Asset Management Corp., a Delaware corporation (referred to as “we,” “our” or the “Company,” and, unless the context indicates otherwise, includes our wholly owned asset management subsidiaries, Boyd Watterson Asset Management, LLC (referred to as Boyd), National Investment Services, Inc. (referred to as NIS), and Wood Asset Management, Inc. (referred to as Wood). In 2010, we transferred the client accounts of Sovereign Holdings, LLC (referred to as Sovereign) to Boyd and deregistered Sovereign as an investment advisor. We refer to Boyd, NIS and Wood collectively as our subsidiaries or managers. The outcome of the events described in these forward-looking statements is subject to risks and uncertainties. Actual results and the outcome or timing of certain events may differ significantly from those projected in these forward-looking statements due to, among other things, the items described in Item 1A of this Annual Report on Form 10-K and the following items: market fluctuations that alter our assets under management; termination of investment advisory agreements; loss of key personnel; loss of third-party distribution services; impairment of goodwill and other intangible assets; our inability to compete; market pressure on investment advisory fees; changes in law, regulation or tax rates; ineffective management of risk; inadequacy of insurance; changes in interest rates, equity prices, liquidity of global markets and international and regional political conditions; terrorism; changes in monetary and fiscal policy, investor sentiment and availability and cost of capital; technological changes and events; outcome of legal proceedings; changes in currency values, inflation and credit ratings; failure of our systems to properly operate; actions taken by TAMCO Holdings, LLC. (referred to as TAMCO), as our significant stockholder; and other factors listed in this Annual Report on Form 10-K and from time to time in our other filings with the Securities and Exchange Commission (referred to as the Commission). For this purpose, statements relating to integrating the operational, administrative and sales activities of our subsidiaries, earning of incentive fees, amount of future assets under management, acquisitions of additional asset management firms and payment therefor, and anticipated levels of future revenues, expenses or earnings, among other things; any statements using the terms “aim,” “anticipate,” “appear,” “based on,” “believe,” “can,” “continue,” “could,” “are emerging,” “estimate,” “expect,” “expectation,” “intend,” “may,” “ongoing,” “plan,” “possible,” “potential, “predict,” “project,” “should” and “would” or similar words or phrases, or the negatives of those words or phrases; or discussions of strategy, plans, objectives or goals, may identify forward-looking statements that involve risks, uncertainties and other factors that could cause our actual results, financial condition and the outcome and timing of certain events to differ materially from those projected or management’s current expectations. By making forward-looking statements, we have not assumed any obligation to, and you should not expect us to, update or revise those statements because of new information, future events or otherwise.

 

PART I

 

ITEM 1.BUSINESS

 

General

 

Our principal business is providing investment advisory services to institutional and retail clients. We provide these services through a group of investment managers that have solid long-term track records. Through these investment managers, we have expertise in fixed-income, equity, and real estate investment strategies and have a client base that extends from individuals to a range of institutional investors, as well as sub-advisory and referral arrangements with a variety of broker-dealers. Although we manage and distribute a wide range of products and services, we operate in one business segment, namely as an investment advisor to institutional and retail clients. As of December 31, 2012, we had $8.9 billion of assets under management.

 

We currently plan to grow our business organically. However, we may pursue growth opportunities through lift out transactions that would selectively add investment or sales personnel to add additional complementary investment strategies or leverage our existing investment strategies, through the acquisition of an asset management firm, or through the assignment of management agreements with mutual funds.

 

 
 

 

Company History and Development

 

We were incorporated in Delaware on February 2, 2007, and organized as a special purpose acquisition company with an objective to acquire one or more operating companies engaged in the asset management business.

 

On June 21, 2007, we completed a $120,000,000 private placement of units consisting of one share of our common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at $4.00 per share (“Warrant”). Also on that date, the Common Stock was admitted to trading on AIM, a market operated by the London Stock Exchange. Each company admitted to listing on AIM is required to have a Nominated Advisor (referred to as a Nomad) who is responsible for, among other things, advising the company on its responsibilities under the AIM rules for companies. Seymour Pierce Limited serves as our Nomad. All of the Warrants expired on June 21, 2011.

 

We used a substantial portion of the proceeds of the private placement to acquire four asset management firms in four separate transactions during 2007 and 2008.

 

In connection with the private placement, Clal Finance Ltd. (“Clal”), a financial institution in Israel, purchased 10,100,000 shares of Common Stock. Clal subsequently purchased 485,400 additional outstanding shares of Common Stock from other stockholders and increased its total interest in our Common Stock to 51.3%.

 

On December 18, 2012, TAMCO, an entity principally owned and controlled by the senior management of the Company, acquired all 10,585,400 shares of Common Stock held by Clal for $18,500,000 pursuant to a securities purchase agreement. Following the purchase, TAMCO and its affiliates hold total beneficial interests in 11,920,569 shares of Common Stock, representing approximately 60.4% of the currently outstanding Common Stock.

 

Our Investment Advisors

 

We conduct our business through four registered investment advisors: Boyd, with offices in Cleveland, Ohio and Charlotte, North Carolina; NIS, with offices in Milwaukee, Wisconsin and Chicago, Illinois; Wood, with offices in Sarasota, Florida; and Titanium Real Estate Advisors, with offices in Chicago, Illinois.

 

Boyd’s investment management business, which was founded in 1928, is primarily focused on fixed-income, equity and customized products. Its client base is comprised of institutional investors, with an emphasis on state and municipal entities, and individual investors, including high net worth individuals. Boyd has several sub-advisory arrangements with broker-dealers as a source of its clients.

 

NIS’ investment management business, which was incorporated in 1993, is primarily focused on fixed income investment strategies. Its client base is substantially comprised of institutional investors, mainly union sponsored pension plans and health and welfare plans.

 

Wood’s investment management business, which was founded in 1994, is primarily focused on providing investment strategies for equity securities, particularly the equity securities of U.S. issuers with large market capitalizations. Its client base is primarily comprised of individual investors, including high net worth individuals, and it primarily relies on broker-dealer agreements (both sub-advisory and referral) as a source of clients.

 

Titanium Asset Management Corp., doing business as Titanium Real Estate Advisors, which we organized in 2009 through the hiring of experienced real estate investment managers, is primarily focused on real estate advisory services directed towards multiemployer pension plans and other institutional investors.

 

Our marketing teams are trained to cross market the strategies of all our investment advisors.

 

2
 

 

Principal Products and Services

 

Our Principal Investment Strategies

 

As of December 31, 2012, approximately 89% of our assets under management were invested under fixed income strategies, approximately 7% were invested under equity strategies, and approximately 4% were real estate investments. The following table shows our assets under management by investment strategy as of December 31, 2012 and 2011.

 

   December 31, 
(in millions)  2012   2011 
Fixed income  $7,914.9   $7,483.4 
Equity   595.6    621.4 
Real estate   344.1    212.0 
Total  $8,854.6   $8,316.8 

 

Our fixed income strategies include a broad array of complementary fixed income strategies that have been developed to provide accounts with different maturities, qualities of credit, and return preferences within the fixed-income markets, as well as taxable and non-taxable securities. We use both internal and third-party research in our investment processes and in the construction of specific portfolios.

 

We use a range of benchmarks, reflecting the characteristics of each strategy, to measure our performance. These benchmarks are generally familiar to our clients, or to the consultants or advisors to our clients. For example, the Barclay’s Aggregate Bond Index and the Barclay’s Intermediate Government and Credit Index are used to measure performance for core and intermediate mandates, respectively.

 

Our principal equity strategies are a U.S. Large Cap Value Equity strategy and a U.S. Core Equity strategy. The U.S. Large Cap Value Equity and U.S. Core Equity strategies are based on a combination of internally generated research and third-party analysis (largely provided by broker-dealers), and the investment process for these strategies uses both “top down” macroeconomic analysis and “bottom up” company research. The U.S. Large Cap Value Equity strategy is benchmarked against the Russell 1000 Value Index and the U.S. Core Equity strategy is benchmarked against the S&P 500 Index.

 

Our real estate advisory services are currently provided as separate account and Qualified Professional Asset Manager (QPAM) services. These services include the origination of forward commitments for construction and permanent loans, development of construction projects for equity participation, equity acquisitions, and asset management for all property types including distressed properties. We also invest in properties leased to the General Services Administration (GSA) of the United States government.

 

In general, the percentages paid as fees based on assets under management are higher for equity and real estate investment strategies than for fixed-income strategies. Client portfolios within the same investment strategy may differ with regard to specific portfolio holdings, but the portfolios all have similar goals and objectives. In addition, restrictions and other guidelines that clients may place on their portfolios will result in differences in the securities held in portfolios with the same investment strategy. Therefore, client portfolios with similar strategies will not perform identically.

 

3
 

 

Our Clients

 

As of December 31, 2012, approximately 88% of our assets were with institutional clients and approximately 12% were with retail clients. The following table shows our assets under management by client type as of December 31, 2012 and 2011.

 

   December 31, 
(in millions)  2012   2011 
Institutional  $7,748.7   $7,178.9 
Retail   1,105.9    1,137.9 
Total  $8,854.6   $8,316.8 

 

We have 252 pension and welfare plan clients that represent approximately 51% of our total assets under management, including 126 multiemployer plan clients that represent 38% of our total assets under management. Our remaining customer base is fairly diverse. The following table presents the number of clients by type and the percentage of assets under management that each represents as of December 31, 2012 and 2011:

 

   December 31, 
   2012   2011 
   Number of clients   Percentage of total assets under management   Number of clients   Percentage of total assets under management 
                 
Institutional                    
Pension and welfare plans                    
Multiemployer plans   126    38%   127    35%
Other   126    13%   113    12%
Total pension and welfare plans   252    51%   240    47%
Governmental entities   22    10%   19    12%
Corporations   175    11%   150    10%
Charitable organizations   96    9%   82    8%
Other   36    7%   48    9%
Total institutional   581    88%   539    86%
                     
Retail                    
Broker dealer   726    4%   876    6%
Other   734    8%   722    8%
Total retail   1,460    12%   1,598    14%
                     
Total   2,041    100%   2,137    100%

 

Our asset management services are typically delivered pursuant to investment advisory agreements we enter into with our clients. Investment advisory fees are generally received quarterly, based on the value of assets under management on a particular date, such as the first or last day of a quarter. Our institutional business is generally billed in arrears, whereas the retail business is generally billed in advance. The majority of our investment advisory contracts are terminable on notice of 30 days or less. The nature of these agreements, the notice periods and the billing cycles vary depending on the nature and the source of each client relationship.

 

We service a significant portion of our retail clients through arrangements with other investment advisors or with broker-dealers, including a number of “wrap” programs sponsored by broker-dealers. Wrap programs generally permit investors whose accounts otherwise would not have sufficient assets to warrant a separate account managed by an investment advisor to obtain specialized treatment. The client enters into an investment advisory agreement with the broker-dealer sponsor of the program, who collects an overall fee for participation in the program; the sponsor then enters into sub-advisory agreements with a range of specialist investment advisors to manage the client assets and pays the specialist investment advisors part of the overall fee. The majority of the sub-advisory contracts that we have entered into for the wrap programs in which we participate are terminable on written notice of 30 days or less.

 

4
 

 

In addition to wrap programs, we also have a number of “dual contract” relationships with broker-dealers under which clients execute an agreement with us for investment advisory services while simultaneously executing an agreement with the broker-dealer for custody, execution and client relationship services. While the practical operation of these accounts is similar to a wrap program, a dual contract relationship means that we collect a fee directly from the client and, as with separately managed client accounts, the investment advisory agreement may be terminated by us or the client at any time on written notice of 30 days or less.

 

A final type of relationship is one under which we provide a model portfolio to a broker-dealer, but are not responsible for managing underlying individual accounts. Wood has two such relationships and is paid a fee quarterly in advance based upon the assets that the broker-dealer manages using the model portfolio. The notice period for terminating these relationships is between 7 and 30 days, and notices are required to be in writing.

 

Most of our investment advisory services are provided through the management of separate accounts. However, a meaningful portion of our services are provided through private funds, which allow us to provide our investment strategies to our institutional clients in a more cost efficient manner. At December 31, 2012, 90% of our assets under management were managed through separate accounts, whereas 10% were managed through private funds.

 

   December 31, 
(in millions)  2012   2011 
Separate accounts  $8,009.1   $7,540.2 
Private funds   845.5    776.6 
Total  $8,854.9   $8,316.8 

 

At December 31, 2012, we managed five private funds that are organized as limited liability companies. The funds are organized with several specific fixed income investment strategies, including a high-yield fixed income strategy and a U.S. corporate preferred stocks and preferred-like income securities strategy.

 

In addition to management fees, we earn incentive fees from certain of the private funds including the one fund that invests in U.S. corporate preferred stocks. Our incentive fees are measured on the absolute investment performance over a calendar year performance period, and are subject to a cumulative profit threshold. Because investment returns on preferred stocks can be volatile, the level of incentive fees earned can vary significantly from year to year. We earned incentive fees of $1,165,000 and $262,000 in 2012 and 2011, respectively.

 

Distribution and Marketing

 

Institutional Distribution

 

Approximately 88% of our assets under management were with institutional clients as of December 31, 2012. Institutional investors typically use multiple investment strategies in building their portfolios and rely heavily on advice from investment consultants that are contracted by the institutional clients. Our business strategy is to have several different investment strategies in order to have multiple opportunities to obtain additional assets under management from existing or prospective clients. We regularly make new business presentations to institutional investors, including public pension funds, endowments, foundations, and their institutional investment consultants. Our current focus is on firms with a regional presence that service our existing clients or prospects.

 

In working with institutional investment consultants, our focus is to provide the consultants with timely information about our investments strategies, and to respond to their requests for proposals in a timely and efficient manner. We currently conduct business through approximately fifteen consultants, including CapTrust Advisors/Schott Group, Marco Consulting Group, Marquette Association, and Strategic Capital, who collectively represent clients with approximately 36% (32% in 2011) of our assets under management. We expect to increase our marketing efforts to consultants by providing information to, and calling on, more firms, including firms with national coverage.

 

5
 

 

While cultivating relationships with institutional investment consultants is important to developing business, as institutional investors often rely heavily on advice from such consultants, we do not have any agreements or arrangements with any consultants, and do not pay any consultants referral fees or any other payments. The institutional investors contract with the institutional investment consultants for their services.

 

In addition, we may, on occasion, engage third-party solicitors to market our products to institutional clients.

 

Broker-Dealer Relationships

 

We have relationships with 44 broker-dealers, through which approximately 20% of our assets under management are provided. The largest of these relationships represents approximately 6% of our assets under management as of December 31, 2012.

 

A significant part of our marketing effort is devoted to maintaining these various broker-dealer relationships. Such firms typically have investment specialists reviewing the merits of current or prospective investment advisors’ strategies, as well as regional or national sales teams taking these strategies to their clients. Our own senior investment professionals maintain close contact with the investment specialists, while our sales executives make frequent calls on the (generally widely dispersed) sales teams at these firms.

 

In 2012, approximately $1,699,000, or 8%, ($1,372,000, or 7%, in 2011) of our investment advisory fees were earned through one broker-dealer. In connection with this arrangement, in 2012 we paid referral fees totaling approximately $1,087,000 ($869,000 in 2011). These referral fees are reported as third party distribution expense within administrative expenses.

 

Competitive Business Conditions

 

The U.S. Economy

 

In 2012, the U.S. equity markets produced a strong return of 16% for the year, as measured by the S&P 500 Index, while the U.S. fixed income markets produced a very respectable 4.2% return, as measured by the broad investment grade indices. Because fixed income strategies represent approximately 90% of our assets under management, the fixed income markets have the most significant impact on our assets under management and our operating results. As our fixed income assets continue to be a liquidity source for our clients’ financial obligations, withdrawals will remain a challenge to growing our assets under management.

 

Although the U.S. economy has seen gradual improvement since 2008, the effects of the global financial crisis that began to unfold in 2007 continue to exist and economic growth has been slow and uneven. In addition, the negative impacts and continued uncertainty stemming from the sovereign debt crisis and economic difficulties in Europe and United States fiscal and political matters, including deficit reduction and U.S. debt ratings, have impacted and may continue to impact the global economic recovery. These events and possible continuing market turbulence may have an adverse effect on our business operations. Risks to a robust resumption of growth persist: a weak consumer weighed down by too much debt and increasing joblessness, the growing size of the federal budget deficit and national debt, and the threat of inflation.

 

Our Competitive Position in the Industry

 

The asset management industry in the U.S. is highly fragmented, with several thousand asset managers. Although there are a few large firms (those with $1 trillion and above in assets under management), these firms tend to have significant assets in index-tracking strategies and/or money market funds. Both of these strategies are typically highly scalable and pay lower investment advisory fees than actively managed equity and fixed-income strategies. For these reasons, larger firms have attempted further growth by continuous product innovation. Because barriers to entry in asset management are reasonably low, however, larger firms have for some time suffered an outflow of talent into more specialized firms focused on either long-only or absolute return (hedge fund) strategies. Due to these factors, we do not consider these large asset managers to be direct competition to our business.

 

6
 

 

Instead, we believe that the smaller and mid-sized asset managers with specialist strategies represent our main competition. Our client and potential client base is attracted to specialized firms, which can operate significantly below the potential capacity limit (namely, the amount of funds that can be effectively managed) for a particular strategy and offer a more stable environment than a larger firm. Our current market share in the management of U.S. equities and fixed-income is very small. As a result, we do not believe there are significant impediments to growing our market share.

 

We must compete with these smaller and mid-sized asset managers—both domestic and foreign—on a number of factors, including the performance of investment advisory services, the quality of employees, transaction execution, products and services, innovation, reputation and price. We may fail to attract new business and we may lose clients if, among other reasons, we are not able to compete effectively.

 

Governmental Regulation

 

The following is a summary of the main legal restrictions and other regulations pertaining to our asset management activities. Substantially all aspects of our businesses are subject to federal and state regulation.

 

Specifically, we are subject to federal securities laws, principally the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”); to state laws regarding securities fraud; and regulations promulgated by various regulatory authorities, including the Commission. These laws and regulations are primarily intended to benefit clients and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. Possible sanctions that may be imposed include the suspension of individual employees, limitations on engaging in business for specific periods, the revocation of registration as an investment advisor, censures and fines.

 

From time to time, the federal securities laws have been augmented substantially. For example, among other measures, regulators have adopted the Sarbanes−Oxley Act of 2002, the Patriot Act of 2001 and the Gramm−Leach−Bliley Act of 1999. More recently, the Dodd−Frank Wall Street Reform and Consumer Protection Act (the “Dodd−Frank Act”) was enacted into law on July 21, 2010. Under the Dodd−Frank Act, we continue to be primarily regulated by the Commission. The Dodd−Frank Act provides, however, for rule changes that may affect us. Prior to complete implementation, it will be difficult to assess the full impact of the Dodd−Frank Act on our operations.

 

Commission Regulation

 

We and each of our active subsidiaries are registered with the Commission as investment advisors. In addition to being registered with the Commission, each such entity is authorized to do business in each state in which it has clients.

 

Every registered investment advisor must comply with the requirements of the Investment Advisers Act, and related Commission regulations. As compared to other disclosure-oriented federal securities laws, the Investment Advisers Act and related regulations are restrictive and primarily intended to protect the clients of registered investment advisors.

 

To register as an investment advisor regulated by the Commission, an entity files a Form ADV, which consists of two parts, Form ADV Part 1 and Form ADV Part 2. The first part (Form ADV Part 1) is an annual report submitted to the Commission within 90 days of the end of the calendar year that describes ownership of the company, the volume of assets under management, categories of customers and any material change that has occurred during the reported year. The second part (Form ADV Part 2) is a report directed to clients of the registered investment advisor 90 days after the end of the calendar year (new clients receive a copy of this report when they open an account). Form ADV Part 2 provides information regarding the investment process of the registered investment advisor, the ethical code of the registered investment advisor, and the compliance process of the registered investment advisor, and also contains a biography of the key managers of the registered investment advisor.

 

7
 

 

Under the Investment Advisers Act, an investment advisor has fiduciary duties to its clients. The Commission has interpreted these duties to impose standards, requirements and limitations on, among other things: trading for proprietary, personal and client accounts; allocations of investment opportunities among clients; use of “soft dollars;” execution of transactions; and recommendations to clients. The Investment Advisers Act also imposes specific restrictions on an investment advisor’s ability to engage in principal and agency cross trading. Registered investment advisors are also subject to many additional requirements that cover, among other things, disclosures regarding their businesses to clients; maintenance of extensive books and records; restrictions on the types of fees that they may charge; custody of client assets; client privacy; advertising; and solicitation of clients. Investment advisory agreements may not be assigned without the client’s consent.

 

Registered investment advisors are also required to adopt written compliance programs designed to prevent violations of the federal securities laws. These compliance programs must be reviewed annually for adequacy and effectiveness. Registered investment advisors must also designate a chief compliance officer.

 

Failure to comply with the provisions of the Investment Advisers Act, may lead to the Commission imposing any of the sanctions available to it, depending on the severity of the violation, including fines, license revocations, and prohibitions on private individuals marketing securities for a particular period. Sanctions due to criminal activity could include fines and even incarceration.

 

State Regulation

 

States generally may not impose their registration and licensing laws on investment advisors who are registered under the Investment Advisers Act merely because they are transacting business in the state. As all of our registered investment advisors are registered with the Commission, the applicable state regulations are minimal. Specifically, each of our registered investment advisors submits a “notice filing” in each state in which the firm has a place of business or more than five clients. Additionally, our “investor advisor representatives” are registered in the state in which they are physically located. Some states also impose suitability standards on an investment advisor’s recommendations, and states may investigate and bring enforcement actions for fraud and other matters of law. We believe we are currently in compliance with applicable state regulations.

 

ERISA

 

Each of our subsidiaries is generally a “fiduciary” under the Employee Retirement Income Security Act of 1974, as amended (referred to as ERISA), with respect to any “benefit plan investor” (as defined in Section 3(42) of ERISA) clients with which it has an investment advisory agreement. As a result, the subsidiaries are subject to ERISA and to regulations under ERISA. ERISA and applicable provisions of the Internal Revenue Code of 1986, as amended, impose certain duties on persons who are fiduciaries under ERISA, prohibit certain transactions involving ERISA plan clients and provide monetary penalties for violation of these prohibitions.

 

Employees

 

At December 31, 2012, we had 72 employees, of whom 68 were full time employees. 27 of our employees were investment professionals. The average professional experience of our investment staff was 21 years. Thirteen of our staff were Certified Financial Analyst charterholders. Our marketing, sales and client service staff comprised 13 employees. We believe that we have a stable workforce and that our relationship with our employees is good.

 

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ITEM 1A.RISK FACTORS

 

Set forth below are factors that we believe, individually or in the aggregate, could materially and adversely affect us, our business, results of operations or financial condition. You should understand that it is not possible to predict or identify all such factors and what follows should not be considered an exhaustive list of all potential risks or uncertainties. There may be additional risks and uncertainties not presently known to us or that we currently deem immaterial that could have a substantial adverse effect on us, our business, results of operations, or financial condition.

 

Risks Relating to Our Business

 

Our fees are subject to market fluctuations.

 

The investment advisory fees that we receive are based on the market values of our assets under management. Accordingly, a decline in securities prices would be expected to cause our revenue and profitability to decline by:

 

·causing the value of the assets under management to decrease, which would result in lower investment advisory fees; or

 

·causing negative absolute performance returns for some accounts that have incentive-based fees, resulting in a reduction of revenue from such fees.

 

In addition, declining securities prices could cause some of our clients to withdraw funds from our management in favor of investments that they perceive as offering greater opportunity and/or lower risk, which also would result in lower investment advisory fees.

 

The capital and credit markets have been experiencing disruption for several years. The volatility in the equity and fixed income markets, together with the lack of investor confidence, could exacerbate any decline in securities prices and assets under management. Any further decreases in the level of our assets under management due to securities price declines or other factors would negatively impact our revenue and profitability.

 

Increases in interest rates, in particular, if rapid, or high interest rates, as well as any uncertainty in the future direction of interest rates, may have a negative impact on our fixed-income products as rising interest rates or interest rate uncertainty typically decrease the total return on many bond investments due to lower market valuations of existing bonds. Any decrease in the level of assets under management resulting from price declines, interest rate volatility or uncertainty, increased redemptions or other factors would negatively impact our revenues and profitability.

 

Poor investment performance of our investment strategies could affect our sales or reduce the amount of assets under management, potentially negatively impacting revenue and profitability.

 

Investment performance, along with achieving and maintaining excellent distribution and client service, is critical to our success. While strong investment performance of our investment strategies could attract new clients, poor investment performance on an absolute basis or as compared to third-party benchmarks or competitive strategies could lead to a loss of clients or an increase in withdrawals, thereby lowering the amount of assets under management and reducing the investment advisory fees we earn. Past or present performance in our investment strategies is not indicative of future performance.

 

We derive substantially all of our revenues from contracts that may be terminated on short notice.

 

Institutional and individual clients could terminate their relationships with our subsidiaries, which would reduce the amount of assets under management. Our subsidiaries’ investment advisory agreements are generally continuous, but are terminable on short notice. Certain issues may cause clients to terminate their investment advisory agreements with our subsidiaries, including changes in prevailing interest rates, changes in investment preferences of clients, changes in management or control of clients or broker-dealers or others with whom a subsidiary has a wrap program or other referral arrangement, our loss of key investment advisory personnel or poor investment performance, as well as a general loss of confidence in the capital markets. If a material number of our subsidiaries’ investment advisory agreements were terminated for any reason, a significant amount of revenue could be lost, which would have a material adverse effect on our business, results of operations or financial condition.

 

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Some of our revenue, net income and cash flow is dependent upon incentive fees, which may make it difficult for us to achieve steady earnings growth on an annual basis.

 

Some of our revenue, net income and cash flow is variable, due to the fact that incentive fees can vary from period to period, in part, because incentive fees are recognized as revenue only when contractually payable. This variability of revenue, net income and cash flows may increase if our reliance on incentive fees increases in the future as a result of the introduction of new strategies or the acquisition of businesses that are more reliant on incentive fees.

 

We depend on the continued services of our key personnel. The loss of key personnel could have a material adverse effect on us.

 

We depend on the continued services of our key personnel and the key personnel of our subsidiaries for our future success. The loss of any key personnel may have a significant effect on our business, results of operations or financial condition. The market for experienced investment advisory professionals is extremely competitive and is increasingly characterized by frequent movement of employees among firms. Due to the competitive market for investment advisory professionals and the success achieved by some of our key personnel, the costs to attract and retain key personnel are significant and will likely increase over time. In particular, if we or any of our subsidiaries lose any key personnel, there is a risk that we may also experience outflows from assets under management or fail to obtain new business. As a result, the inability to attract or retain the necessary highly skilled key personnel could have a material adverse effect on our business, results of operations or financial condition.

 

We depend on third-party distribution sources to market our investment strategies and access our client base.

 

Our institutional separate account business is highly dependent upon referrals from pension fund consultants. Many of these consultants review and evaluate our products and our organization from time to time. Poor reviews or evaluations of either the particular product or of us may result in client withdrawals or may impact our ability to attract new assets through these intermediaries. As of December 31, 2012, four consultants advising the largest portion of our client assets under management represented approximately 36% of our assets under management.

 

Our ability to grow our assets under management is dependent on access to third-party intermediaries, including broker-dealer sponsors of wrap programs and other third-party solicitors. At December 31, 2012, broker-dealer wrap programs and clients referred to us by broker-dealers and other third-party solicitors accounted for approximately 20% of our total assets under management. We cannot assure you that these sources and client bases will continue to be accessible to us on commercially reasonable terms, or at all. The absence of such access could cause our assets under management to decline and have a material adverse effect on our net income. In addition, some of the third-party intermediaries offer competing investment strategies, and may elect to emphasize the investment strategies of competitors or their own firms.

 

We have significant goodwill and intangible assets subject to impairment analysis. The impairment analysis is based on subjective criteria, and an impairment loss could be recorded.

 

Goodwill represents the excess of the amount we paid to acquire our subsidiaries over the fair value of their net assets at the dates of the acquisitions. Under the applicable accounting standards, we are required to test goodwill for impairment at least annually, and between annual tests, if circumstances would require it. The test for impairment of goodwill requires us to estimate our fair value, which is a subjective process. The estimation of our fair value is principally based on a discounted cash flow analysis of projected cash flows. In preparing cash flow projections, we consider the impact that previous and future changes in our assets under management have on our projected revenues. Among other things, our assets under management are impacted by our ability to retain clients, market returns and our ability to obtain additional clients. In preparing the discounted cash flow analysis, we also must select an appropriate discount rate. The selection of a discount rate involves significant judgment and can significantly impact our fair value. In connection with the acquisition of our subsidiaries, we also acquired significant intangible assets, principally related to existing customer relationships. These intangible assets are carried at amortized cost, but are also subject to impairment testing whenever events or circumstances indicate that their carrying values may not be recoverable. These recoverability tests are based on estimates of cash flows, which are largely impacted by current levels of assets under management and our expectations for client tenure.

 

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During 2011, we recognized goodwill impairment charges totaling $12,423,000. During 2012, we did not recognize any goodwill impairment charges.

 

As of December 31, 2012, the net carrying amount of goodwill and other intangible assets on our consolidated balance sheet were $13,264,000 and $5,309,000, respectively, an aggregate of approximately 50% of our total assets. Additional impairment charges with respect to either or both, depending on the amount, could have a significant impact on our results of operations.

 

Market pressure to lower our subsidiaries’ investment advisory fees could reduce our profit margin.

 

To the extent our subsidiaries are forced to compete on the basis of the investment advisory fees that they charge to clients, they may not be able to maintain their current fee structures. Historically, our subsidiaries have competed primarily on the performance of their asset management services and not on the level of their management fees relative to those of their competitors. In recent years, however, there has been a trend toward lower fees in some segments of the asset management industry. Fee reductions on existing or future business could have a material adverse effect on our business, results of operations or financial condition.

 

Acquisitions, business combinations and joint ventures may expose us to additional risks.

 

Any acquisition, business combination or joint venture that we engage in could present a variety of risks.  These risks include the following: (1) the incurrence of debt or contingent liabilities and an increase in interest expense and amortization expenses related to intangible assets with definite lives; (2) our failure to discover liabilities of the acquired business for which we may be responsible as a successor owner or operator, despite any investigation we make before the acquisition; (3) the diversion of management's attention from our core operations as they attend to any business integration issues that may arise; (4) the loss of key personnel of the acquired business or joint venture counterparty; (5) our becoming subject to material liabilities as a result of failure to negotiate adequate indemnification rights; (6) difficulties in combining the standards, processes, procedures and controls of the new business with those of our existing operations; (7) difficulties in coordinating new product and process development; (8) difficulties in integrating product technologies; and (9) increases in the scope, geographic diversity and complexity of our operations.

        

Our failure to integrate acquired businesses successfully into our existing businesses could cause us to incur unanticipated expenses and losses, which could materially harm our business, financial condition and results of operations.

 

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Changes in tax law, the interpretation of existing tax laws and amendments to existing tax rates could adversely affect our business.

 

Changes in tax legislation can affect investment behavior, making investment generally, and specific kinds of investment products in particular, either more or less appealing. We cannot predict the impact of future changes made to tax legislation on our business, nor can we predict the impact of future changes made to tax law on the attractiveness of the types of securities in the accounts we manage. Amendments to existing legislation (particularly if there is a withdrawal of any tax relief, an increase in tax rates or an introduction of withholding taxes) or the introduction of new rules may impact upon the decisions of either existing or potential clients. Changes from time to time in the interpretation of existing tax laws, amendments to existing tax rates or the introduction of new tax legislation could have a material adverse effect on our business, results of operations or financial condition.

 

Changes in laws and regulations could adversely affect our business.

 

Industry regulations are designed to protect our clients and other third parties who deal with us and to ensure the integrity of the financial markets. They are not designed to protect our stockholders. The increased potential of changes in laws or regulations or in governmental policies due to the state of the economy and current political climate could limit the sources and amounts of our revenues, increase our costs of doing business, decrease our profitability and materially and adversely affect our business. Further, our failure or that of a subsidiary to comply with applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of investment advisor registration.

 

If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses.

 

To manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to market, operational, legal and reputational risks. While we believe that our disciplined approach to risk management helps us to manage the risks in our business, our risk management methods may prove to be ineffective due to their design or implementation or as a result of the lack of adequate, accurate or timely information. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our business, financial condition or results of operations. In addition, we could be subject to litigation, particularly from our clients, and sanctions or fines from regulators.

 

Our techniques for managing risks in client accounts may not fully mitigate the risk exposure in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate. Any failures in our risk management techniques and strategies to accurately quantify such risk exposure could limit our ability to manage risks in those accounts or to seek positive, risk-adjusted returns. In addition, any risk management failures could cause account losses to be significantly greater than historical measures predict. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material unanticipated losses in the value of client accounts and therefore a reduction in our revenues.

 

We are highly dependent on various software applications, technologies and other systems for our business to function properly and to safeguard confidential information; any significant limitation, failure or security breach of these systems could constrain our operations.

 

We utilize software and related technologies throughout our business, including both proprietary systems and those provided by outside vendors. We use our technology to, among other things, obtain securities pricing information, process client transactions, and provide reports and other customer services to our clients. Although we take protective measures, including measures to effectively secure information through system security technology and established and tested business continuity plans, we may experience system delays and interruptions as a result of natural disasters, power failures, acts of war and third-party failures. We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to effectively address and resolve these delays and interruptions. These adverse effects could include the inability to perform critical business functions or failure to comply with financial reporting and other regulatory requirements, which could lead to loss of client confidence, harm to our reputation, exposure to disciplinary action and liability to our clients. Accordingly, potential system failures and the cost necessary to correct those failures could have a material adverse effect on our results of operations and business prospects.

 

In addition, we could be subject to losses if we fail to properly safeguard sensitive and confidential information. As part of our normal operations, we maintain and transmit confidential information about our clients as well as proprietary information relating to our business operations. Although we take protective measures, our systems could still be vulnerable to unauthorized access, computer viruses or other events that have a security impact, such as an authorized employee or vendor inadvertently or intentionally causing us to release confidential or proprietary information. Such disclosure could, among other things, allow competitors access to our proprietary business information and require significant time and expense to investigate and remediate the breach. Moreover, loss of confidential client information could harm our reputation and subject us to liability under the laws that protect confidential personal data, resulting in increased costs or loss of revenues.

 

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Also, although we take precautions to password protect and encrypt our laptops and other portable electronic hardware, if such hardware is stolen, misplaced or left unattended, it may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions. Most of the software applications that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors. A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruption. In addition, technology rapidly evolves and we cannot guarantee that our competitors may not implement more advanced technology platforms for their products and services, which may place us at a competitive disadvantage and adversely affect our operations and business prospects.

 

Insurance coverage may not protect us from all of the liabilities that could arise from the risks inherent in our business.

 

We maintain insurance coverage against the risks related to our operations. There can be no assurance, however, that our existing insurance coverage can be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. If a loss occurs that is partially or completely uninsured, we could be exposed to substantial liability.

 

Risks Relating to the Asset Management Industry

 

The asset management industry has inherent risks and difficult market conditions can adversely affect the ability of our subsidiaries to successfully execute their investment strategies.

 

Our subsidiaries’ performance in managing client assets is critical to retaining existing clients, as well as attracting new clients. Our subsidiaries performance may be particularly critical where that subsidiary serves as a sub-advisor in connection with a wrap program. Our investment advisory strategies may perform poorly for a number of reasons, including: general economic conditions; securities market conditions; the level and volatility of interest rates and equity prices; competitive conditions; liquidity of global markets; international and regional political conditions; acts of terrorism; regulatory and legislative developments; monetary and fiscal policy; investor sentiment; availability and cost of capital; technological changes and events; outcome of legal proceedings; changes in currency values; inflation; credit ratings; and the size, volume and timing of transactions. These and other factors could affect the stability and liquidity of securities and futures markets, and the ability of issuers, other securities firms and counterparties to perform their obligations, negatively impacting our subsidiaries’ ability to successfully execute their investment strategies for accounts under their management.

 

The asset management industry faces substantial litigation risks which could materially adversely affect our business, financial condition or results of operations or cause significant harm to our reputation.

 

We depend to a large extent on the network of relationships that we and our subsidiaries have developed with broker-dealers, institutions and others and on our and their reputations in order to attract and retain clients. If a client is not satisfied with our subsidiaries’ services, such dissatisfaction may be more damaging to our business than to other types of businesses. Our subsidiaries’ make investment decisions on behalf of their clients that could result in substantial losses to them. If the clients suffer significant losses or are otherwise dissatisfied with these services, we or the applicable subsidiary could be subject to the risk of legal liabilities or actions. These risks are often difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. We may incur significant legal expenses in defending against litigation. Substantial legal liability or significant regulatory action against us or our subsidiaries could cause significant harm to our and their reputations or result in a material adverse effect on our business, results of operations or financial condition.

 

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The asset management business is intensely competitive.

 

We compete with other firms—both domestic and foreign—on a number of factors, including the performance of our investment management services, quality of employees, transaction execution, products and services, innovation, reputation and price. We may fail to attract new business and we may lose clients if, among other reasons, we are not able to compete effectively.

 

Employee misconduct could expose us to significant legal liability and reputational harm.

 

We are vulnerable to reputational harm as we operate in an industry where integrity and the confidence of our clients are of critical importance. There is a risk that our employees could engage in misconduct that adversely affects our business, results of operations or financial condition. For example, if an employee were to engage in illegal or suspicious activities, we could be subject to regulatory sanctions and suffer serious harm to our reputation (as a consequence of the negative perception resulting from such activities), financial position, client relationships and ability to attract new clients. Our business often requires that we deal with confidential information. If our employees were to improperly use or disclose this information, we could suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in all cases. Misconduct by our employees, or even unsubstantiated allegations of misconduct, could result in an adverse effect on our reputation and our business.

 

The asset management business is extensively regulated and the failure to comply with regulatory requirements may harm our financial condition.

 

Our business is subject to extensive regulation in the U.S. by the Commission. Our or a subsidiary’s failure to comply with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of investment advisor registration. We could also incur costs if new rules and other regulatory actions or legislation, whether pursuant to the Dodd-Frank Act or other legislation or regulatory act, require us or our subsidiaries to spend more time, hire additional personnel or buy new technology to comply with these rules and laws. Additional changes in laws or regulations, the interpretation or enforcement of existing laws and rules or governmental policies could also have a material adverse effect on us or our subsidiaries by limiting the sources of revenues and increasing costs. Our business may be materially affected not only by securities regulations, but also by regulations of general application. We have installed procedures and utilize the services of experienced administrators, accountants and lawyers to assist in satisfying these requirements. However, there can be no assurance that these precautions will protect us from potential liabilities.

 

Operational risks may disrupt our business, result in losses or limit our growth.

 

We are heavily dependent on the capacity and reliability of the technology systems supporting our operations, whether owned and operated by us or by third parties. Operational risks such as trading errors or interruption of our financial, accounting, trading, compliance and other data processing systems, whether caused by fire, other natural disaster, power or telecommunications failure, act of terrorism or war or otherwise, could result in a disruption of our business, liability to clients, regulatory intervention or reputational damage, and thus materially adversely affect our business, results of operations or financial condition. Insurance and other safeguards might only partially reimburse us for our losses. Although we have back-up systems in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate. The inability of our systems to accommodate an increasing volume of transactions also could constrain our ability to expand our businesses. Additionally, any upgrades or expansions to our operations and/or technology may require significant expenditures and may increase the probability that we will suffer system degradations and failures.

 

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Risks Relating to Our Common Stock

 

There is no public U.S. market for our shares and an active market may not develop or be maintained, which could limit stockholders’ ability to sell shares of our Common Stock.

 

Our Common Stock is admitted for trading on AIM. AIM is a market designed primarily for emerging or smaller companies. The rules of this market are less demanding than those of exchanges in the U.S. An investment in shares traded on AIM is perceived to carry a higher risk than an investment in shares quoted on exchanges with more stringent listing requirements, such as the New York Stock Exchange or the Nasdaq Global Market. In addition, we may not always retain a listing on the AIM and we may not be able to list or thereafter maintain a listing of our securities for trading on an exchange in the U.S.

 

We incur increased costs as a result of being a U.S. public reporting company.

 

As a public reporting company with securities registered under the Securities Exchange Act of 1934, as amended (referred to as the Exchange Act), we incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as rules promulgated by the Commission thereunder, required us to adopt corporate governance practices applicable to U.S. public companies. These rules and regulations increased our legal and financial compliance costs.

 

The transfer of our shares of Common Stock is restricted.

 

All of the shares of Common Stock are “restricted securities,” as defined in Rule 144 promulgated under the Securities Act of 1933, as amended, or the Securities Act, in that they were issued in private transactions not involving a public offering or pursuant to Regulation S under the Securities Act.

 

TAMCO can exercise control over all matters requiring stockholder approval and could make decisions about our business that conflict with other stockholders.

 

TAMCO directly owns approximately 53.6% of our outstanding shares of Common Stock. As a result of its stockholdings and representation on our board of directors, TAMCO (and the entities and persons that directly or indirectly own TAMCO) effectively control most matters affecting us, including:

 

·the majority composition of our board of directors and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;

 

·any determinations with respect to mergers or other business combinations;

 

·determinations with respect to compensation plans;

 

·our acquisition or disposition of assets;

 

·our financing arrangements; and

 

·the payment of dividends on our stock.

 

TAMCO will be in a position to exert significant influence over the decisions of our management and issues requiring stockholder approval. TAMCO may vote in favor of certain matters regardless of whether stockholders other than TAMCO believe such matter to be in our best interest.

 

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

15
 

 

·giving the board of directors the ability to authorize the issuance of shares of our preferred stock, par value $0.0001, without stockholder approval;

 

·vesting exclusive authority in the board of directors to fill vacancies on the board of directors;

 

·limiting stockholders’ ability to call special meetings (specifically, our bylaws provide that special meetings of our stockholders may be called only by stockholders holding at least 50.0% of the voting power of our issued and outstanding shares of stock entitled to vote at such meeting, the board of directors, the President, or the Chairman of our board of directors.

 

We do not expect to pay any dividends for the foreseeable future.

 

We may not pay any dividends to our stockholders for an extended time. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

 

ITEM 1B.UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2.PROPERTIES

 

Our corporate office is located in Milwaukee, Wisconsin and we maintain additional office locations in Cleveland, Ohio; Chicago, Illinois; Charlotte, North Carolina; and Sarasota, Florida. All of our office locations are leased. The Milwaukee, Wisconsin office space consists of 9,527 square feet pursuant to a lease which expires on February 28, 2018, but can be extended to February 28, 2023. The office space in Cleveland, Ohio consists of 10,900 square feet pursuant to a lease that expires on October 31, 2015. The office space in Chicago, Illinois consists of 7,606 square feet pursuant to a lease that expires May 1, 2020. The current Charlotte, North Carolina office location consists of 1,746 square feet pursuant to a lease that expires January 31, 2018. The Sarasota, Florida office location consists of 3,586 square feet pursuant to a lease arrangement that expires on October 31, 2013.

 

We consider our office arrangements to be adequate for our current operations.

 

ITEM 3.LEGAL PROCEEDINGS

 

Sovereign received a letter dated July 16, 2010 from a former client demanding that Sovereign compensate it for losses related to allegedly unsuitable investments in approximately $30 million of various auction rate securities purchased on its behalf by Sovereign. The former client has filed a claim against the underwriters for the purchased securities, but has not to this point brought a claim against Sovereign. Management is in the process of evaluating this demand and the former client’s allegations to determine whether there is any merit to them. In the interim, we have entered into a tolling agreement with the former client. At this preliminary stage, the Company cannot determine the potential liability of the Company or the likelihood of an unfavorable outcome. In any event, management believes the claim would be covered by insurance (up to $20 million), subject to the payment of deductible amounts by the Company.

 

On October 25, 2011, a former client of Sovereign filed suit in the State of Illinois Circuit Court against Sovereign, alleging negligence and breach of fiduciary duty on the part of Sovereign in investing the former client’s assets in auction-rate securities. The claim alleges, among other things, that Sovereign failed to conduct adequate due diligence into the auction rate securities purchased for the former client’s account, and that the investment in the auction rate securities was outside the former client’s investment guidelines. The suit seeks $4,700,000 in damages, plus pre-judgment interest. Previously, the former client had made a similar claim under federal securities statutes and that claim was dismissed with prejudice on October 26, 2010. While management believes the new claim is without merit and intends to defend vigorously against this action, at this preliminary stage, we cannot determine the potential liability of the Company, the likelihood of an unfavorable outcome, or the potential cost of defense. In any event, management believes the new claim is covered by insurance, subject to the payment of deductible amounts by the Company.

 

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On January 30, 2013, the Company reached a settlement with a former executive of the Company that had made a claim against the Company for severance, among other things, and against whom the Company had filed a counterclaim for unjust enrichment. Pursuant to terms of the settlement, the former executive and the Company agreed to mutual releases and waivers with respect to the claim and counterclaim, and the Company agreed to repurchase all 889,408 shares of Common Stock of the Company held by the former executive and certain of his affiliates for a total of $745,000, as well as to pay $100,000 towards the former executive’s legal fees.

 

There are no governmental, legal or arbitration proceedings to which we or the subsidiaries are a party or to which any of our or any of the subsidiaries’ property is subject, the resolution of which would have a material effect on our financial position, results of operations or cash flows.

 

ITEM 4.MINE SAFETY DisCLOSURES

 

Not applicable.

 

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EXECUTIVE OFFICERS of the registrant

 

The biographical summaries of our executive officers as of March 1, 2013 are as follows:

 

Name   Age   Position
Robert Brooks   58   Chairman and Director
Brian L. Gevry   46   Chief Executive Officer and Director
Jonathan Hoenecke   53   Chief Financial Officer and Secretary

 

Robert Brooks was appointed as our Chairman on December 19, 2012. Mr. Brooks previously had served as our Chief Executive Officer and a director since February 8, 2010. Prior to that date, Mr. Brooks was appointed as a Managing Director of Titanium on July 14, 2008 and as Executive Vice President of NIS in 2000. Prior to that time, Mr. Brooks served as Vice-President and Senior Vice President at NIS. In those positions, Mr. Brooks was the lead officer for business development, client relations and consultant relations for NIS, and was involved in long-term strategic planning for NIS. Prior to joining NIS in 1994, Mr. Brooks worked at Zenith Administrators, Inc. from 1990 to 1994, as vice president and Chicago branch office manager. He served in the same capacity at Kelly & Associates, Inc. from 1984 to 1990. Prior to Kelly & Associates, Inc., Mr. Brooks worked in administration of large pension plans and was a field service officer with the Teamsters Central States Pension Fund from 1979 to 1984. Mr. Brooks is an Investment Management Committee Member of the International Foundation of Employee Benefit Plans. Mr. Brooks attended St. Thomas College and graduated from Chicago State University.

 

Brian L. Gevry, CFA, was appointed as our Chief Executive Officer on December 19, 2012. Mr. Gevry had previously served as our Chief Operating Officer and a director since February 8, 2010. Previously, Mr. Gevry was appointed a Managing Director of Titanium on January 15, 2009. He was named the Chief Executive Officer of Boyd on February 18, 2006 and has been Co-Chief Investment Officer since July 2000. Mr. Gevry initially joined Boyd in 1991 as a Portfolio Analyst and acted as its Chief Operating Officer from 2000 to February 17, 2006. Mr. Gevry is a charter member of the CFA Institute, and a member of the CFA Society of Cleveland, and received his MBA from Case Western Reserve University and his BA from Cleveland State University.

 

Jonathan Hoenecke was appointed as our Chief Financial Officer and our Secretary on February 8, 2010. Mr. Hoenecke joined Titanium as the Manager of Financial Reporting in January 2009. From 2003 to 2006, Mr. Hoenecke worked for Fresh Brands Inc. as its Vice President of Finance and as a consultant. From 1995 to 2003, Mr. Hoenecke worked for Roundy’s Inc. as a Vice President of Finance for its retail division and as the Chief Financial Officer for a predecessor business. Mr. Hoenecke graduated from the University of Wisconsin – Oshkosh with a bachelor’s degree in accounting.

 

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PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

There is currently no established public trading market for shares of our Common Stock in the United States. Shares of our Common Stock were admitted to trading on AIM on June 21, 2007. Our Common Stock trades on AIM under the symbol TAM.

 

The following table shows the closing mid-market prices for our Common Stock, as reported on AIM, for the periods indicated. The mid-market price is equal to the average of the best bid price and the best offer price, rounded to the second decimal point. These prices are as reported by the London Stock Exchange in U.S. Dollars.

 

   Price Per Share
of Common Stock ($)
 
Quarterly Period  Low   High 
1st Quarter, 2011   0.25    0.90 
2nd Quarter, 2011   0.50    0.90 
3rd Quarter, 2011   0.25    0.50 
4th Quarter, 2011   0.25    0.50 
1st Quarter, 2012   0.33    0.50 
2nd Quarter, 2012   0.33    0.50 
3rd Quarter, 2012   0.23    0.50 
4th Quarter, 2012   0.35    0.35 

 

As of January 31, 2013, there were approximately 136 record holders of our Common Stock.

 

We have not paid any dividends on any of our shares of Common Stock to date and the payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our then current board of directors, subject to the requirements of the Delaware General Corporation Law. Our board does not currently recommend payment of any dividends. There are currently no restrictions (including, where appropriate, restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances) that currently materially limit our ability to pay dividends or that we reasonably believe are likely to limit materially the future payment of dividends.

 

ITEM 6.SELECTED FINANCIAL DATA

 

Not applicable.

 

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ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion is designed to provide a better understanding of significant trends related to our consolidated financial condition and consolidated results of operations. The discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

 

General

 

Our principal business is providing investment advisory services to institutional and retail clients. Our core strategy is to develop a broad array of investment management expertise to enable us to offer a full range of investment strategies to our clients. Although we manage and distribute a wide range of products and services, we operate in one business segment, namely as an investment advisor to institutional and retail clients.

 

We provide these services through a group of investment managers that have solid long-term track records. Through these investment managers, we have expertise in fixed-income, equity, and real estate investment strategies and have a client base that extends from individuals to a range of institutional investors, as well as sub-advisory and referral arrangements with a variety of broker-dealers. As of December 31, 2012, we had $8.9 billion of assets under management.

 

Our asset management services are typically delivered pursuant to investment advisory agreements we enter into with our clients. Investment advisory fees are generally received quarterly, based on the value of assets under management on a particular date, such as the first or last day of a quarter. Our institutional business is generally billed in arrears, whereas the retail business is generally billed in advance. The majority of our investment advisory contracts are terminable on notice of 30 days or less. The nature of these agreements, the notice periods and the billing cycles vary depending on the nature and the source of each client relationship. Our assets under management primarily consist of fixed income and equity securities. We value substantially all fixed income securities based on prices from independent pricing services. We value equity securities at the last closing price on the primary exchange on which the securities are traded. The percentage of assets under management for which we estimate fair value is not significant to the value of our total assets under management. Most of our investment advisory services are provided through the management of separate accounts. However, a meaningful portion of our services are provided through private funds, which allow us to provide our investment strategies to our institutional clients in a more cost efficient manner.

 

We earn incentive fees on two of the private funds, one of which is organized to invest in preferred stocks. Our incentive fees are measured on the absolute investment performance over a calendar year performance period, and are subject to cumulative profit thresholds. Because investment returns on preferred stocks can be volatile, the level of incentive fees earned can vary significantly from year to year.

 

Our operating revenues are substantially influenced by changes to our assets under management and shifts in the distribution of assets under management among types of securities and investment strategies. Our assets under management fluctuate based primarily on our investment performance (both absolutely and relative to other investment advisors) and the success of our sales and marketing efforts. A material portion of our results will be influenced by fluctuations in world financial markets. Because they comprise the largest part of our assets under management, the performance of U.S. fixed-income securities will generally have the greatest influence on our financial results.

 

A significant portion of our expenses, including employee compensation and occupancy, do not vary directly with operating revenues.

 

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Company History and Development

 

We were incorporated in Delaware on February 2, 2007, operating as a special purpose acquisition company. Our objective was to acquire one or more operating companies engaged in asset management.

 

On June 21, 2007, we completed a $120,000,000 private placement of units consisting of one share of our Common Stock and one Warrant. The Common Stock and the Warrants were also admitted to trading on AIM, a market operated by the London Stock Exchange, on June 21, 2007. Each company admitted to listing on AIM is required to have a Nomad who is responsible for, among other things, advising the company on its responsibilities under the AIM rules for companies. Seymour Pierce Limited serves as our Nomad. All of the Warrants expired on June 21, 2011.

 

We used a substantial portion of the proceeds of the private placement to acquire four asset management firms in four separate transactions. We purchased Wood and Sovereign as of October 1, 2007, we purchased NIS as of March 31, 2008, and we purchased Boyd as of December 31, 2008.

 

During 2010 and 2011, we reorganized the acquired businesses such that we significantly reduced our structural administrative expenses, primarily through reductions to senior management and redundant operations.

 

In connection with the private placement, Clal purchased 10,100,000 shares of Common Stock. Clal subsequently purchased 485,400 additional outstanding shares of Common Stock from other stockholders and increased its total interest in our Common Stock to 51.3%.

 

On December 18, 2012, TAMCO, an entity principally owned and controlled by the senior management of the Company, acquired all 10,585,400 shares of Common Stock held by Clal for $18,500,000 pursuant to a securities purchase agreement. Following the purchase, TAMCO and its affiliates hold total beneficial interests in 11,920,569 shares of Common Stock, representing approximately 60.4% of the currently outstanding Common Stock.

 

Market Developments

 

In 2012, the U.S. equity markets produced a strong return of 16% for the year, as measured by the S&P 500 Index, while the U.S. fixed income markets produced a very respectable 4.2% return, as measured by the broad investment grade indices. Because fixed income strategies represent approximately 90% of our assets under management, the fixed income markets have the most significant impact on our assets under management and our operating results. Our overall investment performance resulted in our assets under management increasing by $512.2 million, or 6.2%, in 2012 ($406.2 million, or 5.0%, in 2011).

 

However, fixed income assets continue to be a liquidity source for our clients’ financial obligations and therefore withdrawals remain a challenge to growing assets under management.

 

Although the U.S. economy has seen gradual improvement since 2008, the effects of the global financial crisis that began to unfold in 2007 continue to exist and economic growth has been slow and uneven. In addition, the negative impacts and continued uncertainty stemming from the sovereign debt crisis and economic difficulties in Europe and United States fiscal and political matters, including deficit reduction and U.S. debt ratings, have impacted and may continue to impact the global economic recovery. These events and possible continuing market turbulence may have an adverse effect on our business operations. Risks to a robust resumption of growth persist: a weak consumer weighed down by too much debt and increasing joblessness, the growing size of the federal budget deficit and national debt, and the threat of inflation.

 

Assets Under Management

 

Our asset management services are delivered pursuant to investment advisory agreements with fees generally determined on a quarterly basis as a percentage (or range of percentages) of either the beginning or the ending market value of the assets being managed. Our investment advisory fees vary, among other things, by investment strategy and by client type. Our average fee rates for equity investment strategies generally are higher than those for fixed income strategies. In general, our clients may terminate our services at any time with limited notice.

 

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We manage a portion of our assets under management through private funds that are organized as limited liability companies. We believe the use of these funds allows us to provide our investment strategies to our institutional clients in a more cost effective manner. We earn incentive fees on certain of the private funds, including one which is organized to invest in preferred stocks.

 

Assets under management of $8.9 billion at December 31, 2012 were 6% higher than the $8.3 billion reported at December 31, 2011 due to net inflows and positive investment returns. The following table presents summary activity for 2012 and 2011.

 

       2012 
   December 31,   vs. 
(in millions)  2012   2011   2011 
             
Beginning balance  $8,316.8   $8,125.0    2%
                
Inflows   2,121.0    1,526.3    39%
Outflows   (2,094.3)   (1,740.7)   -20%
Net flows   26.7    (214.4)   NM 
                
Market value change   511.1    406.2    26%
Ending balance  $8,854.6   $8,316.8    6%
                
Average Assets Under Management (1)  $8,609.6   $8,347.2    3%
Average Fee Rate (basis points)   26.0    24.6    6%

 

(1)Average assets under management are calculated based on the quarter-end balances and include amounts acquired in acquisitions, if any, in the first quarter following the acquisition.

 

NM: Not meaningful

 

The principle factors affecting our net flows during the years ended December 31, 2012 and 2011 include the following:

 

·Multiemployer pension and welfare plans represent approximately 38% of our client base, and these plans have been faced with a challenging economic environment over the last several years. This economic environment has generally led to reduced employer contributions and increased withdrawals. These factors have led to increased levels of outflows from our fixed income strategies throughout the last several years. During 2011, this trend began to reverse with the general improvement in the economy. Net inflows from multiemployer pension and welfare plans were approximately $461 million during 2012 compared to net inflows of approximately $87 million during 2011. The net inflows for 2012 include approximately $115 million in new investments in the real estate strategy and approximately $80 million in the preferred stock strategy.

 

·We generated approximately $700 million of new assets in 2009 through our participation in the Term Asset-Backed Securities Loan Facility (“TALF”) of the Federal Reserve Bank of New York. These assets were added through separate client accounts and our Titanium TALF Opportunity Fund (“TALF Fund”) under a strategy that was anticipated to last just a few years. The TALF strategy ultimately was fully liquidated in 2012 with outflows reflected in each of 2011 and 2012. The outflows totaled $350 million and $250 million in 2012 and 2011, respectively.

 

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·Net flows for 2011 were negatively impacted by the loss of several equity accounts managed under a quantitative strategy. These accounts totaled approximately $140 million and represented all of the accounts managed under this strategy. While management fee revenue was impacted by the loss of these accounts, the loss did not have a significant impact on profitability as the revenue was subject to a significant fee sharing arrangement with the portfolio manager.

 

Market value changes reflect our annual investment performance. Fixed income assets comprise approximately 89% of our total assets under management at December 31, 2012. The overall market value change related to fixed income assets was approximately $417.1 million, or 5.6% for 2012 ($400.5 million, or 5.6% for 2011). Fixed income returns as measured by the Barclay’s Aggregate Index were 4.2% for 2012 (7.8% for 2011). For the year ended December 31, 2012, approximately 92% of our fixed income assets with defined performance benchmarks outperformed their respective benchmarks.

 

Equity assets comprised approximately 7% of our total assets under management at December 31, 2012. The overall market value change related to equity assets was approximately $77.5 million, or 12.5% for 2012 ($10.1 million, or 1.3% for 2011). Equity returns as measured by the S&P 500 Index were 16.0% for 2012 (2.1% for 2011). For the year ended December 31, 2012, approximately 2% of our equity assets outperformed their respective benchmarks.

 

The following table presents summary breakdowns for our assets under management at December 31, 2012 and 2011.

 

   December 31,       December 31,     
(in millions)  2012   % of total   2011   % of total 
                 
By investment strategy:                    
Fixed income  $7,914.9    89%  $7,483.4    90%
Equity   595.6    7%   621.4    7%
Real estate   344.1    4%   212.0    3%
Total  $8,854.6    100%  $8,316.8    100%
                     
By client type:                    
Institutional  $7,748.7    88%  $7,178.9    86%
Retail   1,105.9    12%   1,137.9    14%
Total  $8,854.6    100%  $8,316.8    100%
                     
By investment vehicle:                    
Separate accounts  $8,009.1    90%  $7,540.2    91%
Private funds   845.5    10%   776.6    9%
Total  $8,854.6    100%  $8,316.8    100%

 

During 2012, our mix of assets under management by investment strategy remained largely concentrated in fixed income strategies, as fixed income assets comprised 89% of total assets under management in 2012 compared to 90% in 2011.

 

During 2012, our mix of assets under management by client type shifted to a higher proportion of institutional clients versus retail clients, primarily due to the loss of retail equity accounts at Wood.

 

Our mix of assets under management by investment vehicle was relatively unchanged in 2012 as separate accounts comprised 90% of total assets under management in 2012 compared to 91% in 2011.

 

As of January 31, 2013, our aggregate assets under management decreased by 1% to $8,780.7 million as a result of net outflows and minimal market returns.

 

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We also earn referral fees on clients referred to a hedge fund manager. The assets under this referral arrangement have decreased significantly over the last two years for a variety of factors and as a result, our referral fees have been substantially reduced. In September 2012, the hedge fund manager announced that it would complete an orderly liquidation of the remaining assets of the primary fund in which the majority of the referred assets are invested. As a result, the referred assets and referral fees have been substantially eliminated as of December 31, 2012.

 

Results of Operations

 

Consolidated Results of Operations

 

           2012 
   Year ended December 31,   vs. 
   2012   2011   2011 
Operating revenues  $23,835,000   $21,875,000    9%
Operating expenses:               
Administrative   20,964,000    21,332,000    -2%
Amortization of intangible assets   9,604,000    6,692,000    44%
Impairment of goodwill   -    12,423,000    NM 
Total operating expenses   30,568,000    40,447,000    -24%
Operating loss   (6,733,000)   (18,572,000)   64%
Other income and expense   640,000    322,000    99%
Loss before taxes   (6,093,000)   (18,250,000)   67%
Income tax expense   -    -    NM 
Net income (loss)  $(6,093,000)  $(18,250,000)   67%
Net income (loss) per share               
basic  $(0.30)  $(0.88)   66%
diluted  $(0.30)  $(0.88)   66%

NM: Not meaningful

 

The decrease in the net loss for the year ended December 31, 2012 compared to the year ended December 31, 2011 is primarily attributable to the following:

 

·An increase in revenue of $1,960,000, or 9%, due to an increase in investment management fees, an increase in incentive fees, offset in part by a decrease in referral fees. The increase in investment management fees reflects both an increase in our average assets under management and an increase in our average fee rate. The increase in incentive fees reflects an increase in the assets under management in the funds that earn incentive fees and significant market returns. The reduction in referral fees reflects both a reduction in assets under management under the referral arrangement and a reduction in fees charged by the hedge fund manager.

 

·A decrease in administrative expenses of $368,000. The reduction primarily reflects savings in legal, audit and other professional fees as well as a reduction in severance provisions, offset in part by increases in our third party distribution expense.

 

·An increase in amortization charges of $2,912,000, reflecting the impact of a reduced estimated remaining life for the referral relationship intangible asset beginning in the fourth quarter of 2011.

 

·Goodwill impairment charges in 2011 that totaled $12,423,000.

 

·An increase in other income of $318,000 primarily as a result of increased levels of invested assets and the returns from our investments in one of our managed funds.

 

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In evaluating operating performance, we consider operating income and net income, which are calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), as well as Adjusted EBITDA, an internally derived non-GAAP performance measure. We define Adjusted EBITDA as operating income or loss before non-cash charges for amortization and impairment of intangible assets and goodwill, depreciation, and share compensation expense. We believe Adjusted EBITDA is useful as an indicator of our ongoing performance and our ability to service debt, make new investments, and meet working capital requirements. Adjusted EBITDA, as we calculate it, may not be consistent with computations made by other companies. We believe that many investors use this information when analyzing the operating performance, liquidity, and financial position of companies in the investment management industry.

 

The following table provides a reconciliation of operating loss to the Adjusted EBITDA for the years ended December 31, 2012 and 2011.

 

   Year ended December 31, 
   2012   2011 
Operating loss  $(6,733,000)  $(18,572,000)
Amortization of intangible assets   9,604,000    6,692,000 
Impairment of goodwill   -    12,423,000 
Depreciation expense   132,000    121,000 
Adjusted EBITDA  $3,003,000   $664,000 

 

Our Adjusted EBITDA for 2012 includes severance costs of $141,000. Excluding severance costs, our Adjusted EBITDA for 2012 would have been $3,144,000. Our Adjusted EBITDA for 2011 includes severance costs of $469,000. Excluding severance costs, our Adjusted EBITDA for 2011 would have been $1,133,000. The improvement to EBITDA in 2012 primarily reflects the increases to investment advisory fees and incentive fees, and the administrative expense reductions, offset in part by the decrease in referral fee revenue.

 

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Operating Revenues

 

Our operating revenues include investment advisory fees received for the management of assets within separate accounts and private funds. We also receive incentive fees on an annual basis from the management of two of the private funds, including one that invests in preferred stocks. Because investment returns on preferred stocks can be volatile, the level of incentive fees earned can vary significantly from year to year. Our operating revenues also include referral fees earned in connection with NIS’s referral arrangement with a hedge fund manager. Operating revenues increased by $2.0 million, or 9%, in 2012. The changes by revenue category are more fully described below.

 

           2012 
   Year ended December 31,   vs. 
   2012   2011   2011 
Investment advisory fees  $22,344,000   $20,507,000    9%
Incentive fees   1,165,000    262,000    345%
Referral fees   326,000    1,106,000    -71%
Total operating revenues  $23,835,000   $21,875,000    9%

 

Our investment advisory fees increased by $1,837,000, or 9%, due to a 3% increase in our average assets under management and a 6% increase in our average fee rate.

 

We earn incentive fees from two private funds that we manage. Our incentive fees increased by $903,000 in 2012 due to both an increase in the assets under management for these particular strategies and significant market returns in 2012.

 

The $780,000 decrease in our referral fees in 2012 reflects ongoing reductions in the assets under this referral arrangement. In September 2012, the hedge fund manager announced that it would complete an orderly liquidation of the remaining assets of the primary fund in which the majority of the referred assets are invested. As a result, the referred assets and referral fees have been substantially eliminated as of December 31, 2012.

 

Administrative Expenses

 

Administrative expenses decreased by $0.4 million, or 2%, in 2012. The decrease primarily reflects a $498,000 decrease in legal, audit and other professional fees as well as a $328,000 reduction in severance costs. Other changes by expense category are more fully described below.

 

           2012 
   Year ended December 31,   vs. 
   2012   2011   2011 
Employee compensation:               
Cash compensation  $12,139,000   $11,943,000    2%
Severance   141,000    469,000    -70%
Total compensation   12,280,000    12,412,000    -1%
Third party distribution expense   1,656,000    1,346,000    23%
Investment management expense   1,642,000    1,613,000    2%
Legal, audit, and other professional fees   1,123,000    1,621,000    -31%
Occupancy   1,171,000    1,133,000    3%
Other administrative expenses   3,092,000    3,207,000    -4%
Total administrative expenses  $20,964,000   $21,332,000    -2%

 

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Ongoing cash compensation (cash compensation excluding severance costs) includes salaries and wages, sales incentives and other cash bonuses, and other payroll related taxes and benefits. Ongoing cash compensation increased by $196,000, or 2%, in 2012 as increased incentive pay offset the impact of further headcount reductions. Overall, we further reduced headcount from 75 at December 31, 2011 to 72 at December 31, 2012.

 

Third party distribution expense represents payments made to broker-dealer networks and other outside sales commissions. The increase in 2012 reflects increased levels of business conducted through our broker-dealer network and the use of a third party marketer.

 

Investment management expense includes pricing, trading, compliance, and other investment management service costs and subadvisory service fees for outside assistance in the management of certain asset classes.

 

The decrease in legal, audit, and other professional services reflects reduced audit costs based on the timing of year-end audit work and reduced legal services in 2012.

 

Other administrative expenses include travel and other marketing related expenses, insurance expense, and other operating expenses. The decrease in other administrative expenses primarily reflects reduced insurance costs that were enabled by our ability to reduce coverage levels in the latter half of 2011.

 

Amortization and Impairment of Intangible Assets and Goodwill

 

Amortization of intangible assets is recognized in periods following acquisitions based on the estimated useful lives of the respective assets. We periodically reassess the remaining useful lives of these intangible assets based on significant terminations or redemption activity that might indicate that respective attrition rates have changed substantively. Throughout 2011, the Company considered the impact of recurring redemptions of the referred hedge fund assets and their impact on the remaining useful life of its NIS referral relationship intangible asset. The assessment during the fourth quarter of 2011 resulted in reducing the estimated remaining useful life to approximately 15 months as of October 1, 2011. The revision to the estimated remaining useful life of the NIS referral relationship intangible asset resulted in increased amortization totaling approximately $8,635,000 for this intangible asset in 2012 and resulted in the $2,912,000 increase in total amortization expense in 2012. The NIS referral relationship intangible asset was fully amortized as of December 31, 2012. For 2013, we expect that the total annual amortization expense for all intangible assets will decrease to $970,000.

 

We perform goodwill impairment tests annually, or whenever events or changes in circumstances indicate that the carrying amount of goodwill might not be recoverable, using a two-step process with the first step being a test for potential impairment by comparing our reporting unit’s fair value with its carrying amount (including goodwill). If the carrying amount of the reporting unit exceeds its fair value, we complete the second step under which the fair value of the reporting unit is allocated to its assets and liabilities, including recognized and unrecognized intangibles. If the implied fair value of the reporting unit’s goodwill is lower than its carrying amount, goodwill is impaired and written down to its implied fair value. We complete our annual test for impairment during our fourth quarter.

 

For purposes of testing goodwill for impairment, the Company attributes all goodwill to a single reporting unit. We have aggregated all of our subsidiaries into a single reporting unit because they provide similar services to similar clients, operate in the same regulatory framework, and share similar economic characteristics. The Company’s shared sales force is organized to market the full range of the Company’s products and services.

 

For purposes of testing goodwill for impairment as of December 31, 2012, the Company believes the implied value from the TAMCO purchase transaction represents an appropriate estimate for the Company’s fair value. The Company also completed an estimate of fair value pursuant to an income approach, which produced an estimated fair value in excess of the implied value from the TAMCO transaction. Based on these estimated fair values, the Company concluded that the goodwill balance was not impaired as of December 31, 2012.

 

During 2011, the Company recognized impairment charges totaling $12,423,000, including $3,500,000 that was recognized as of March 31, 2011 and $8,923,000 that was recognized as of December 31, 2011. These impairment charges were determined based on estimates of fair value for the Company pursuant to an income approach for estimating value.

 

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Other Income and Expense

 

Other income and expense includes investment income from the investment of excess cash balances.

 

       2012 
   Year ended December 31,   vs. 
   2012   2011   2011 
Interest income  $94,000   $85,000    11%
Realized gains (losses) on investments   3,000    (41,000)   NM 
Income from equity investees   543,000    278,000    95%
Total other income  $640,000   $322,000    99%

 

NM: Not meaningful

 

We earn interest income and realize investment gains on a portfolio of debt securities managed to enhance our yield on cash not immediately needed for operations. The increase in interest income and realized gains for 2012 reflects an increase in the average level of assets in the portfolio.

 

Income from equity investees represents our share of the net income of our investments in equity investees.

 

Our investments in equity investees included an investment in the TALF Fund, which we organized for our clients to invest primarily in securities participating in the Term Asset-Backed Securities Loan Facility of the Federal Reserve Bank of New York. We were the managing member of the TALF Fund and served as the investment manager for the TALF Fund for which we received management fees. Because we had an equity interest in the TALF Fund and had significant influence over the TALF Fund’s daily activities through our role as managing member and investment manager, we accounted for this investment using the equity method of accounting.

 

During June 2012, substantially all of the TALF Fund securities were liquidated and converted to cash equivalents. The remaining assets of the TALF Fund were distributed to the respective investors, including the Company, in September 2012.

 

Our investments in equity investees also includes our investment in the Titanium Absolute Return Fund (formerly, the NIS Fixed Income Arbitrage Fund, LTD.) (the “TARF Fund”). We are the managing member of the TARF Fund and serve as the investment manager for the TARF Fund for which we receive management fees. As of December 31, 2012, our investment in the TARF Fund represents approximately 9% of the net assets in the TARF Fund. Because we have an equity interest in the TARF Fund and have significant influence over the TARF Fund’s daily activities through our role as managing member and investment manager, we account for this investment using the equity method of accounting.

 

Liquidity and Capital Resources

 

At December 31, 2012, we had $12,706,000 of funds available consisting of $3,092,000 of cash and cash equivalents, $5,644,000 of securities available for sale, and $3,970,000 invested in one of our private funds. At December 31, 2011, these combined balances were $10,484,000. The $2,222,000 increase primarily reflects cash generated from operating activities.

 

   Year ended December 31, 
   2012   2011 
         
Net cash provided by operating activities  $1,857,000   $1,178,000 
Net cash used for investing activities   (1,552,000)   (3,089,000)

 

Net cash provided by operating activities was $1,857,000 in 2012 compared to $1,178,000 in 2011. The $0.7 million improvement primarily reflects the increased operating revenues.

 

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Net cash used for investing activities in 2012 reflects additional net investments in securities of $2,599,000, partially offset by capital distributions of $1,184,000 received from one of the equity investees. Net cash used for investing activities in 2011 reflects payments of $4,540,000 for the payment of final acquisition obligations related to our acquisitions of Boyd and Wood, partially offset by capital distributions of $1,300,000 received from one of the equity investees.

 

As of December 31, 2012, we have no current or contingent financial obligations due under our prior acquisition agreements.

 

We believe our current level of cash and cash equivalents and short-term securities available for sale are sufficient to fund our ongoing operations and to provide partial consideration for additional acquisitions. We may fund future acquisitions (if any) partly through the issuance of additional common stock or through the incurrence of debt obligations.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Estimates

 

The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to the estimated useful lives of intangible assets, impairment of goodwill and other intangibles, potential valuation allowance for deferred tax assets and contingencies, particularly litigation. We base our estimates on the historical experience of our subsidiaries, independent valuations and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

 

We believe the following critical accounting policies govern the more significant judgments and estimates used in the preparation of our consolidated financial statements:

 

Goodwill. We perform goodwill impairment tests annually, or whenever events or changes in circumstances indicate that the carrying amount of goodwill might not be recoverable, using a two-step process with the first step being a test for potential impairment by comparing our reporting unit’s fair value with its carrying amount (including goodwill). If the carrying amount of the reporting unit exceeds its fair value, we complete the second step under which the fair value of the reporting unit is allocated to its assets and liabilities, including recognized and unrecognized intangibles. If the implied fair value of the reporting unit’s goodwill is lower than its carrying amount, goodwill is impaired and written down to its implied fair value. We complete our annual test for impairment during our fourth quarter.

 

For purposes of testing goodwill for impairment, we attribute all goodwill to a single reporting unit. We have aggregated all of our subsidiaries into a single reporting unit because they provide similar services to similar clients, operate in the same regulatory framework, and share similar economic characteristics. Our shared sales force is organized to market the full range of our products and services.

 

For purposes of testing goodwill for impairment as of December 31, 2012, the Company believes the implied value from the TAMCO purchase transaction represents an appropriate estimate for the Company’s fair value. The Company also completed an estimate of fair value pursuant to an income approach, which produced an estimated fair value in excess of the implied value from the TAMCO transaction. Based on these estimated fair values, the Company concluded that the goodwill balance was not impaired as of December 31, 2012.

 

The income approach uses a discounted cash flow model that takes into account assumptions that marketplace participants would use in their estimates of fair value, current period actual results, and forecasted results for future periods that have been reviewed by senior management. In preparing its forecasts, the Company considers historical and projected growth rates, its business plans, prevailing business conditions and trends, anticipated needs for working capital and capital expenditures, and historical and expected levels and trends of operating profitability. Revenues primarily are forecast based on growth estimates for assets under management, which grow based on net new business flows and market returns.

 

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During 2011, the Company recognized impairment charges totaling $12,423,000, including $3,500,000 that was recognized as of March 31, 2011 and $8,923,000 that was recognized as of December 31, 2011. These impairment charges were determined based on estimates of fair value for the Company pursuant to an income approach for estimating value.

 

As indicated above, the preparation of the forecasts and discounted cash flow valuations are judgmental and are subject to inherent uncertainties. The inability to achieve forecast results could result in further goodwill impairment charges.

 

Intangible Assets Other Than Goodwill. We estimate the fair value of intangible assets acquired in business acquisitions, including acquired customer relationships, brands, and non-compete agreements. These intangible assets are amortized on a straight-line basis over their useful lives consistent with the estimated useful lives considered in determining their fair values. We test the remaining carrying amounts of long-lived assets, including intangible assets, for recoverability whenever events or circumstances indicate that their carrying amounts may not be recoverable. The recoverability tests generally require us to project the future cash flows related to our subsidiaries and to compare the undiscounted cash flows with the carrying amounts of the long-lived assets. If the carrying amounts exceed the undiscounted cash flows, we recognize impairment charges to reduce the carrying amounts to the estimated fair values of the respective intangible assets. We estimate the fair values using an income approach that discounts the projected future cash flows for the asset to a present value using an appropriate discount rate. The projection of future cash flows and the selection of an appropriate discount rate involve significant judgments and estimates. We also review amortization methods and lives of those assets to determine if they remain appropriate.

 

The Company periodically reassesses the remaining useful lives of these intangible assets based on significant terminations or redemption activity that might indicate that respective attrition rates have changed substantively. Throughout 2011, the Company considered the impact of recurring redemptions of the referred hedge fund assets and their impact on the remaining useful life of its NIS referral relationship intangible asset. The assessment during the fourth quarter of 2011 resulted in reducing the estimated remaining useful life to approximately 15 months as of October 1, 2011. The revision to the estimated remaining useful life of the NIS referral relationship intangible asset resulted in increased amortization totaling approximately $8,635,000 for this intangible asset in 2012 and resulted in the $2,912,000 increase in total amortization expense in 2012. The NIS referral relationship intangible asset was fully amortized as of December 31, 2012. As of December 31, 2012, amortization is based on the following estimated remaining useful lives: NIS client relationships – 10 years, and Boyd client relationships – 1 year. For 2013, we expect that the total annual amortization expense will decrease to $970,000.

 

Valuation Allowances for Deferred Tax Asset. We recognize deferred tax assets and liabilities for both the expected future tax consequences of temporary differences between the carrying amounts and income tax bases of the Company’s assets and liabilities, and for the expected future tax benefits to be derived from net operating loss and tax credit carryforwards. The expected future tax consequences are measured using rates expected to be in effect when such differences reverse or carryforwards are utilized. The Company establishes a valuation allowance when it determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

We had deferred tax assets totaling $24,138,000 and $22,067,000 at December 31, 2012 and 2011, respectively, including significant potential future benefits of federal and state net operating loss carryforwards. At December 31, 2012, we have federal net operating loss carryforwards of approximately $22,166,000 that expire between 2028 and 2032 and state net operating loss carryforwards totaling approximately $17,975,000 that expire between 2023 and 2031.

 

30
 

 

The U.S. Internal Revenue Code (the “Code”) Section 382 imposes annual limits on a Company’s ability to use preexisting tax attributes when there has been a change in control ownership change as defined under the Code. As a result of the purchase of the controlling interest in the Company by TAMCO on December 18, 2012, portions of the future amortization deductions for the Company’s intangible assets and the use of the Company’s net operating loss carryforwards arising from periods prior to that date, will be subject to the annual limitation. The annual limitation is based on an adjusted federal long-term rate and the value of the Company at the time of the change in control. The Company currently estimates that the future use of preexisting tax attributes will be limited to approximately $1,000,000 annually.

 

In assessing the realizability of the Company’s deferred tax assets, we consider all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of the gross deferred tax assets depends on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Pursuant to guidance of the Financial Accounting Standards Board (referred to as FASB), a cumulative loss in recent years is a significant piece of negative evidence to be considered in evaluating the need for a valuation allowance that is difficult to overcome. Based on the pretax losses incurred from 2008 to 2011, we have determined that it was not appropriate to consider expected future income as the primary factor in determining the realizability of our deferred tax assets. Further, we have not identified any prudent and feasible tax planning strategies supportive of any portion of the deferred tax assets. As a result, the Company has recognized valuation allowances that fully offset the net deferred tax assets as of December 31, 2012 and 2011.

 

We account for tax uncertainties based on a more likely than not recognition threshold whereby tax benefits are only recognized when the Company believes that they have a greater than 50% likelihood of being sustained upon examination by taxing authorities. The Company has evaluated all its other tax positions and determined that it had no uncertain income tax positions at December 31, 2012.

 

Fair Value Measurements. We have adopted the provisions of the fair value accounting standard that 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 and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value and gives highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories based on the lowest level input that is significant to the fair value measurement in its entirety. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

 

The three levels of input are : Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. Level 3 assets and liabilities include financial instruments the value of which is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

 

Contingencies and Litigation. Litigation outcomes and similar contingencies are often difficult to predict and often are resolved over long periods of time. Estimating probable losses requires the analysis of multiple possible outcomes that often depend on judgments regarding potential actions by third parties. We record loss contingencies as liabilities in the consolidated financial statements when: (1) it is probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. So long as we believe that a loss in litigation is not probable, then no liability will be recorded.

 

31
 

 

Sovereign received a letter dated July 16, 2010 from a former client demanding that Sovereign compensate it for losses related to allegedly unsuitable investments in approximately $30 million of various auction rate securities purchased on its behalf by Sovereign. The former client has filed a claim against the underwriters for the purchased securities, but has not to this point brought a claim against Sovereign. Management is in the process of evaluating this demand and the former client’s allegations to determine whether there is any merit to them. In the interim, we have entered into a tolling agreement with the former client. At this preliminary stage, the Company cannot determine the potential liability of the Company or the likelihood of an unfavorable outcome. In any event, management believes the claim would be covered by insurance (up to $20 million), subject to the payment of deductible amounts by the Company.

 

On October 25, 2011, a former client of Sovereign filed suit in the State of Illinois Circuit Court against Sovereign, alleging negligence and breach of fiduciary duty on the part of Sovereign in investing the former client’s assets in auction-rate securities. The claim alleges, among other things, that Sovereign failed to conduct adequate due diligence into the auction rate securities purchased for the former client’s account, and that the investment in the auction rate securities was outside the former client’s investment guidelines. The suit seeks $4,700,000 in damages, plus pre-judgment interest. Previously, the former client had made a similar claim under federal securities statures and that claim was dismissed with prejudice on October 26, 2010. While management believes the new claim is without merit and intends to defend vigorously against this action, at this preliminary stage, we cannot determine the potential liability of the Company, the likelihood of an unfavorable outcome, or the potential cost of defense. In any event, management believes the new claim is covered by insurance, subject to the payment of deductible amounts by the Company.

 

We are from time to time involved in legal matters incidental to the conduct of our business and such matters can involve current and former employees and vendors. Management does not expect these would have a material effect on our consolidated financial position or results of operations.

 

Recent Accounting Pronouncements

 

None of the new accounting standards and amendments to standards that were required to be adopted during 2012 had a significant impact on our consolidated financial statements.

 

In June 2009, the FASB issued guidance introducing a new consolidation model. This guidance prescribes how enterprises account for and disclose their involvement with VIEs and other entities whose equity at risk is insufficient or lacks certain characteristics. This new accounting changes how an entity determines whether it is the primary beneficiary of a VIE and whether the VIE should be consolidated and requires additional disclosures. In February 2010, the FASB issued an amendment to this standard. The amendment indefinitely defers a requirement to perform a qualitative analysis to determine whether an entity’s variable interests give it a controlling financial interest in a VIE for certain investment held by an entity. The deferral generally applies to entities with interests in entities that have attributes of an investment company, such as our private funds. We do not believe the new consolidation model would change our conclusion regarding the consolidation of the private funds that we manage, or in which we invest.

 

In May 2011, the FASB issued new accounting guidance on fair value measurement. The new guidance clarifies some existing concepts, eliminates wording differences between United States generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRS”), and in some limited cases, changes some principles to achieve convergence between GAAP and IFRS. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and IFRS. It also expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. The guidance was effective for us in 2012 and must be applied prospectively. The adoption of this guidance did not have a material impact on our consolidated financial statements.

 

In June 2011, the FASB issued new accounting guidance on presentation of comprehensive income. The new guidance requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of shareholders’ equity. The guidance was effective for us in 2012 and must be applied retrospectively. In 2012, we presented separate consolidated statements of comprehensive loss for the years ended December 31, 2012 and 2011.

 

32
 

 

In September 2011, the FASB issued new accounting guidance on testing of goodwill for impairment. Under the revised guidance, entities testing for goodwill impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e. step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment would be required. The guidance was effective for us in 2012. The adoption of this guidance did not have an impact on our consolidated financial statements.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

33
 

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders

Titanium Asset Management Corp.:

 

We have audited the accompanying consolidated balance sheets of Titanium Asset Management Corp. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Titanium Asset Management Corp. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

 

 

/s/ KPMG LLP

 

Milwaukee, Wisconsin

March 5, 2013

 

34
 

 

Titanium Asset Management Corp.

Consolidated Balance Sheets

 

   December 31,
2012
   December 31,
2011
 
Assets          
Current assets          
Cash and cash equivalents  $3,092,000   $2,787,000 
Investments   5,644,000    2,990,000 
Accounts receivable   5,015,000    3,718,000 
Other current assets   854,000    828,000 
Total current assets   14,605,000    10,323,000 
           
Investments in equity investees   3,970,000    4,707,000 
Property and equipment, net   483,000    478,000 
Goodwill   13,264,000    13,264,000 
Intangible assets, net   5,309,000    14,913,000 
Total assets  $37,631,000   $43,685,000 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable  $166,000   $91,000 
Accrued compensation   1,087,000    1,456,000 
Other current liabilities   1,159,000    878,000 
Total current liabilities and total liabilities   2,412,000    2,425,000 
           
Commitments and contingencies          
           
Stockholders’ equity          
Common stock, $0.0001 par value; 54,000,000 shares authorized; 20,634,232 shares issued and outstanding at December 31, 2012 and 2011   2,000    2,000 
Restricted common stock, $0.0001 par value; 720,000 shares authorized; none issued at December 31, 2012 and 612,716 shares issued and outstanding at December 31, 2011        
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued        
Additional paid-in capital   100,971,000    100,971,000 
Accumulated deficit   (65,711,000)   (59,618,000)
Other comprehensive income (loss)   (43,000)   (95,000)
Total stockholders’ equity   35,219,000    41,260,000 
Total liabilities and stockholders’ equity  $37,631,000   $43,685,000 

 

See notes to consolidated financial statements.

 

35
 

 

Titanium Asset Management Corp.

Consolidated Statements of Operations

 

   Year ended December 31, 
   2012   2011 
         
Operating revenues  $23,835,000   $21,875,000 
           
Operating expenses          
Administrative   20,964,000    21,332,000 
Amortization of intangible assets   9,604,000    6,692,000 
Impairment of goodwill   -    12,423,000 
Total operating expenses   30,568,000    40,447,000 
           
Operating loss   (6,733,000)   (18,572,000)
           
Other Income          
Interest income   94,000    85,000 
Net realized gains (losses) on investments   3,000    (41,000)
Income from equity investees   543,000    278,000 
           
Loss before taxes   (6,093,000)   (18,250,000)
           
Income tax expense   -    - 
           
Net loss  $(6,093,000)  $(18,250,000)
           
Earnings (loss) per share          
Basic and diluted  $(0.30)  $(0.88)
           
Weighted average number of common shares outstanding:          
Basic and diluted   20,634,232    20,634,232 

 

See notes to consolidated financial statements.

 

36
 

  

Titanium Asset Management Corp.

Consolidated Statements of Comprehensive Loss

 

   Year ended December 31, 
   2012   2011 
         
Net loss  $(6,093,000)  $(18,250,000)
           
Other comprehensive income items:          
Unrealized gains (losses) on available for sale securities   49,000    (43,000)
Net losses reclassified from accumulated other comprehensive income to earnings   3,000    15,000 
Income tax on other comprehensive income items   -    - 
Other comprehensive income items, net of tax   52,000    (28,000)
           
Comprehensive loss  $(6,041,000)  $(18,278,000)

 

See notes to consolidated financial statements.

 

37
 

 

Titanium Asset Management Corp.

Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2012 and 2011 

 

   Common Stock   Restricted Shares                 
   Shares   Amount   Shares   Amount   Additional Paid-in Capital   Retained Earnings (Deficit)   Other Comprehensive Income (Loss)   Total Stockholders’ Equity 
                                 
Balances at January 1, 2011   20,442,232   $2,000    612,716   $-   $100,971,000   $(41,368,000)  $(67,000)  $59,538,000 
Issuance of common stock in connection with deferred stock grant   192,000    -    -    -    -    -    -    - 
Net loss and comprehensive loss   -    -    -    -    -    (18,250,000)   (28,000)   (18,278,000)
Balances at December 31, 2011   20,634,232   $2,000    612,716   $-   $100,971,000   $(59,618,000)  $(95,000)  $41,260,000 
Redemption and cancellation of restricted shares   -    -    (612,716)   -    -    -    -    - 
Net loss and comprehensive loss   -    -    -    -    -    (6,093,000)   52,000    (6,041,000)
Balances at December 31, 2012   20,634,232   $2,000    -   $-   $100,971,000   $(65,711,000)  $(43,000)  $35,219,000 

 

See notes to consolidated financial statements.

 

38
 

 

Titanium Asset Management Corp.

Consolidated Statements of Cash Flows

 

   Year ended December 31, 
   2012   2011 
Cash flows from operating activities          
Net loss  $(6,093,000)  $(18,250,000)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Amortization of intangible assets   9,604,000    6,692,000 
Impairment of goodwill   -    12,423,000 
Depreciation   132,000    121,000 
Net realized losses (gains) on investments   (3,000)   41,000 
Income from equity investees   (543,000)   (278,000)
Income distributions from equity investees   96,000    169,000 
Changes in assets and liabilities:          
(Increase) decrease in accounts receivable   (1,297,000)   1,065,000 
(Increase) decrease in other current assets   (26,000)   351,000 
Increase in accounts payable   75,000    49,000 
Decrease in other current liabilities   (88,000)   (1,205,000)
Net cash provided by operating activities   1,857,000    1,178,000 
           
Cash flows from investing activities          
Purchases of investments   (7,995,000)   (5,085,000)
Sales and redemptions of investments   5,396,000    5,380,000 
Capital distributions from equity investees   1,184,000    1,300,000 
Purchases of property and equipment   (137,000)   (144,000)
Acquisitions of subsidiaries, net of cash acquired   -    (4,540,000)
Net cash used in investing activities   (1,552,000)   (3,089,000)
           
Net increase (decrease) in cash and cash equivalents   305,000    (1,911,000)
           
Cash and cash equivalents:          
Beginning   2,787,000    4,698,000 
Ending  $3,092,000   $2,787,000 
           
See notes to consolidated financial statements.          

 

39
 

 

Titanium Asset Management Corp.

Notes to Consolidated Financial Statements

 

Note 1 Nature of business

 

Titanium Asset Management Corp. (the “Company”) was incorporated on February 2, 2007. The Company commenced operations as a special purpose acquisition company to acquire one or more operating companies engaged in the asset management industry. On October 1, 2007, the Company acquired all of the voting common stock of Wood Asset Management, Inc. (“Wood”) and all of the membership interests of Sovereign Holdings, LLC (“Sovereign”), two asset management firms. On March 31, 2008, the Company acquired all of the outstanding capital stock of National Investment Services, Inc. (“NIS”), a third asset management firm. After such business combinations, the Company ceased to act as a special purpose acquisition company. On December 31, 2008, the Company acquired all the membership interests of Boyd Watterson Asset Management, LLC (“Boyd”), a fourth asset management firm. The Company’s strategy is to manage these operating companies as an integrated business. In 2010, we transferred the client accounts of Sovereign to Boyd and deregistered Sovereign as an investment advisor.

 

Note 2 Significant accounting policies

 

Consolidation – The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated.

 

The Company consolidates all investments in affiliates in which the company’s ownership exceeds 50% or where the Company has control. In addition, the Company consolidates any variable interest entity (“VIE”) for which the Company is considered the primary beneficiary. A VIE is an entity in which either (a) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (b) the voting rights of the equity investors are not proportional to their obligations to absorb the expected losses of the entity or their rights to receive the expected residual returns of the entity. At December 31, 2012, the Company did not qualify as the primary beneficiary of any of the private funds in which it invests or manages.

 

The Company uses the equity method of accounting for investments in non-controlled affiliates in which the Company’s ownership ranges from 20 to 50 percent, or in instances in which the Company is able to exercise significant influence but not control. Under the equity method of accounting, the Company’s share of the investee’s underlying net income or loss is recorded as income from equity investees. Distributions received from the investment, if any, reduce the Company’s investment balance.

 

Basis of presentation – These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Those principles require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the Consolidated Financial Statements. Management believes that the accounting estimates are appropriate and the resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from those estimates.

 

Segment information – The Company has determined that it has only one operating segment, namely an investment management business providing services to institutional and retail clients. We view our subsidiaries as an integrated management investment business because they provide similar services to similar clients and they are subject to the same regulatory framework. The Company’s shared sales force is organized to market the full range of the Company’s products and services.

 

Although the Company prepares certain supplemental financial data for each of its subsidiaries, the Company’s determination that it operates in one reportable business segment is based on the fact that the Company’s chief operating decision maker (namely its Chief Executive Officer) does not make decisions, assess performance or allocate resources at the subsidiary level. Rather, the key metrics our Chief Executive Officer uses to make decisions, allocate resources or assess the Company’s financial performance are reviewed on a company-wide basis.

 

40
 

 

Operating revenues – Operating revenues include income from investment advisory fees, incentive management fees, and referral fees. Revenue is recognized when the following criteria are met: evidence of an arrangement exists, the price is fixed or determinable, collectability is reasonable assured and delivery has occurred or services have been rendered. The Company bills its investment advisory fees in accordance with the contractual arrangements and as services are performed. Fees are calculated based on the fair value of the assets under management held in client portfolios. Assets under management consist of equity and fixed income securities. Equity securities are valued at the last closing price on the primary exchange on which the securities are traded. Substantially all fixed income securities are valued based on prices from independent pricing services. The percentage of assets under management for which the Company estimates fair value is not significant to the total value of its assets under management. Fees may be billed in arrears or advance. The Company had deferred revenue for services billed in advance of $87,000 and $69,000 as of December 31, 2012 and 2011, respectively.

 

The Company also earns incentive management fees under arrangements that entitle the Company to participate, on a fixed-percentage basis, in the net profits earned by certain of the private funds organized by the Company to which the Company acts as an investment advisor. The Company’s participation percentage is multiplied by the net profits earned by these managed companies to determine the amount of the incentive fee. If losses are incurred, the losses are netted against net profits before the Company is eligible to participate in any incentive fees. Incentive fees, if any, are calculated and paid on an annual basis. The Company recognizes incentive fee income at the conclusion of the performance period, when all contingencies are resolved. The Company recognized incentive fees of $1,165,000 and $262,000 for the years ended December 31, 2012 and 2011, respectively.

 

Cash equivalents and concentration of credit risk –The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents for purposes of reporting cash flows. The Company periodically maintains cash balances with financial institutions, which at times may exceed insured limits. Management believes that the use of quality financial institutions minimizes the risk of loss associated with cash and cash equivalents.

 

Investments in securities – The Company’s portfolio of debt securities are accounted for as available for sale investments. None of the Company’s investments are classified as trading or held to maturity. Available for sale investments are stated at fair value, and unrealized holding gains and losses are reported as other comprehensive income.

 

Interest on debt securities is accrued based on the terms of the securities. Realized gains and losses, including loss from declines in value of specific securities determined by management to be other-than-temporary, are included in consolidated income. Realized gains and losses are determined on the basis of the specific securities sold.

 

Accounts receivable and allowance for doubtful accounts – Accounts receivable are customer obligations due under normal trade terms. The Company reviews accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. At December 31, 2012 and 2011, the Company did not believe an allowance for doubtful accounts was necessary based on the balances outstanding and its history of collections.

 

41
 

 

Property and equipment – Property and equipment are stated at cost or acquired values and depreciated on a straight-line basis over their estimated useful lives, which range from 2 to 5 years. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Property and equipment, net of accumulated depreciation, as of December 31, 2012 and 2011 were as follows:

 

   December 31, 
   2012   2011 
         
Equipment  $694,000   $557,000 
Leasehold improvements   317,000    317,000 
Total property and equipment   1,011,000    874,000 
Accumulated depreciation   (528,000)   (396,000)
Net property and equipment  $483,000   $478,000 

 

Goodwill and intangible assets – Goodwill represents the excess of the cost of purchased businesses over the fair value of the net assets acquired.

 

The Company tests the goodwill balance for impairment annually and between annual tests if circumstances would require it. For purposes of testing goodwill for impairment, the Company attributes all goodwill to a single reporting unit. The Company aggregates all of its subsidiaries into a single reporting unit because they provide similar services to similar clients, operate in the same regulatory framework, and share similar economic characteristics. The Company’s shared sales force is organized to market the full range of the Company’s products and services.

 

The Company’s goodwill testing is a two-step process with the first step being a test for potential impairment by comparing the fair value of the reporting unit with its carrying amount (including goodwill). If the fair value of the reporting unit exceeds the carrying amount, then no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, the Company completes the second step to measure the amount of the impairment, if any. The Company completes the annual test for impairment during its fourth quarter.

 

Identifiable intangible assets are carried at amortized cost. Intangible assets with definite lives are amortized over their useful lives and amortization is computed using the straight line method over their expected useful lives. The Company periodically reassesses the remaining useful lives of its intangible assets based on significant terminations or redemption activity that might indicate that respective attrition rates have changed substantively. Long-lived assets, which include intangible assets, are tested for recoverability whenever events of changes in circumstances indicate that their carrying amounts may not be recoverable. Impairment losses are recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

 

Advertising and promotional costs – The Company expenses all advertising and promotional costs as incurred. Advertising and promotional cost expense was approximately $264,000 and $235,000 for the years ended December 31, 2012 and 2011, respectively.

 

Operating leases – Operating lease payments are recognized as an expense on a straight-line basis over the lease term. Lease incentives received are deferred and recognized on a straight-line basis as a reduction of rental expense.

 

Share-based payments – Share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair values of equity-settled share-based transactions are determined based on the current values of the Company’s common stock and the restrictions on the grants, including future service periods.

 

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate that all grants will eventually vest. At each balance sheet date, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss over the remaining vesting period, with a corresponding adjustment to unearned compensation.

 

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Income taxes – The Company recognizes deferred tax assets and liabilities for both the expected future tax consequences of temporary differences between the carrying amounts and income tax bases of the Company’s assets and liabilities, and for the expected future tax benefits to be derived from net operating loss and tax credit carryforwards. The expected future tax consequences are measured using rates expected to be in effect when such differences reverse or carryforwards are utilized. The Company establishes a valuation allowance when it determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

The Company accounts for tax uncertainties based on a more likely than not recognition threshold whereby tax benefits are only recognized when the Company believes that they have a greater than 50% likelihood of being sustained upon examination by taxing authorities. The Company has evaluated all its other tax positions and determined that it had no uncertain income tax positions at December 31, 2012.

 

Earnings per share – The Company computes earnings per share (“EPS”) in accordance with the applicable standards, which require presentation of both basic and diluted EPS on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In periods of net loss, all potentially dilutive common shares are excluded from the computation of diluted EPS, as their inclusion would have an anti-dilutive effect.

 

Fair value measurements – The Company has adopted the provisions of the fair value accounting standard as more fully described in Note 10. The standard 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 and establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value and gives highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

Investments measured and reported at fair value are classified and disclosed in one of three categories based on the lowest level input that is significant to the fair value measurement in its entirety. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

 

The three levels of input are: Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. Level 3 assets and liabilities include financial instruments the value of which is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

 

Recent accounting pronouncements

 

None of the new accounting standards and amendments to standards that were required to be adopted during 2012 had a significant impact on the Company’s consolidated financial statements.

 

In June 2009, the FASB issued guidance introducing a new consolidation model. This guidance prescribes how enterprises account for and disclose their involvement with VIEs and other entities whose equity at risk is insufficient or lacks certain characteristics. This new accounting changes how an entity determines whether it is the primary beneficiary of a VIE and whether the VIE should be consolidated and requires additional disclosures. In February 2010, the FASB issued an amendment to this standard. The amendment indefinitely defers a requirement to perform a qualitative analysis to determine whether an entity’s variable interests give it a controlling financial interest in a VIE for certain investment held by an entity. The deferral generally applies to entities with interests in entities that have attributes of an investment company, such as our private funds. The Company does not believe the new consolidation model would change its conclusion regarding the consolidation of the private funds that it manages, or in which the Company invests.

 

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In May 2011, the FASB issued new accounting guidance on fair value measurement. The new guidance clarifies some existing concepts, eliminates wording differences between GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases, changes some principles to achieve convergence between GAAP and IFRS. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and IFRS. It also expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. The guidance was effective for the Company in 2012 and must be applied prospectively. The adoption of this guidance did not have a material impact on its consolidated financial statements.

 

In June 2011, the FASB issued new accounting guidance on presentation of comprehensive income. The new guidance requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of shareholders’ equity. The guidance was effective for the Company in 2012 and must be applied retrospectively. In 2012, we presented separate consolidated statements of comprehensive loss for the years ended December 31, 2012 and 2011.

 

In September 2011, the FASB issued new accounting guidance on testing of goodwill for impairment. Under the revised guidance, entities testing for goodwill impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e. step 1 of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment would be required. The guidance was effective for the Company in 2012. The adoption of this guidance did not have an impact on its consolidated financial statements.

 

Note 3 Acquisition obligations

 

In connection with the acquisitions of Wood and Boyd, the acquisition agreements provided for deferred fixed payments and contingent payments based on assets under management or revenues at specified future dates.

 

The acquisition agreement for Wood provided for contingent payments related to revenue and assets under management milestones during the three-year period after closing. In 2011, the Company made a final payment to the sellers totaling $540,000 in cash based on Wood’s assets under management as of September 30, 2011. This contingent payment resulted in an additional $540,000 of goodwill in 2011.

 

The acquisition agreement for Boyd included a provision for an additional deferred payment up to $8,000,000 based on the revenue run rate as of December 31, 2010, payable in 2011, and a deferred stock grant of 192,000 shares of common stock, with a fair value of $960,000 based on the closing price of the Company’s common stock on December 31, 2008, also payable in 2011. The value of the deferred stock grant was recorded as a liability at December 31, 2008 because the acquisition agreement contained provisions whereby the obligation could be settled in cash in lieu of the shares.

 

Throughout 2010, Boyd was significantly exceeding the revenue run rate required to entitle the sellers to the full $8,000,000 payment. In December 2010, the Company and the sellers amended the acquisition agreement to accelerate the measurement date to November 30, 2010 and provide that the deferred payment be made all in cash, with half payable prior to December 31, 2010 and the other half payable January 3, 2011. The resolution of this contingent payment resulted in an additional $8,000,000 of goodwill.

 

The amendment also fixed January 3, 2011 as the issuance date for the deferred stock grant of 192,000 shares of Common Stock. As a result, the Company reclassified the $960,000 deferred stock grant obligation to additional paid-in capital on the amendment date.

 

At December 31, 2012, there are no remaining fixed or contingent acquisition obligations.

 

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Note 4 Investments

 

The Company’s portfolio of debt securities are classified as available for sale securities. The Company’s investments in affiliates are accounted for using the equity method of accounting because the Company has significant influence over the management of the funds.

 

Portfolio of debt securities

 

   Amortized cost   Unrealized gains   Unrealized losses   Fair value 
                 
December 31, 2012  $5,603,000   $46,000   $(5,000)  $5,644,000 
December 31, 2011  $3,000,000   $7,000   $(17,000)  $2,990,000 

 

Debt securities accounted for as available-for-sale and held at December 31, 2012 mature as flows:

 

   Amortized cost   Fair value 
Within one year  $3,703,000   $3,738,000 
After one year but within five years  $1,900,000   $1,906,000 

 

The following table provides a summary of the changes in and results of investment activities for the years ended December 31, 2012 and 2011. The specific identification method is used to determine the cost basis of investments sold and the realized gain or loss.

 

   2012   2011 
         
Available for sale securities:          
Proceeds from sale  $5,396,000   $5,380,000 
Gross realized gains on sales   37,000    16,000 
Gross realized losses on sales   (34,000)   (57,000)
Unrealized gains (losses)   49,000    (43,000)
Net losses reclassified out of accumulated other comprehensive income to earnings   (3,000)   (15,000)

 

Investments in equity investees

 

Investments in equity investees included the Company’s investment in the Titanium TALF Opportunity Fund (the “TALF Fund”), which it organized for its clients to invest in securities participating in the Term Asset-Backed Securities Loan Facility (“TALF”) of the Federal Reserve Bank of New York. The Company was the managing member of the TALF Fund and served as the investment manager for the TALF Fund for which it received management fees. Because the Company had an equity interest in the TALF Fund and had significant influence over the TALF Fund’s daily activities through its role as managing member and investment manager, the Company accounted for this investment using the equity method of accounting.

 

During June 2012, substantially all of the TALF Fund securities were liquidated and converted to cash equivalents. The remaining assets of the TALF Fund were distributed to the respective investors, including the Company, in September 2012.

 

Investments in equity investees also include the Company’s investment in the Titanium Absolute Return Fund, LLC (formerly, the NIS Fixed Income Arbitrage Fund, LTD.) (the “TARF Fund”). The Company is the managing member of the TARF Fund and serves as the investment manager for the TARF Fund for which it receives management fees. As of December 31, 2011, the Company’s investment in the TARF Fund represents approximately 9% of the net assets of the TARF Fund. Because the Company has an equity interest in the TARF Fund and has significant influence over the TARF Fund’s daily activities through its role as managing member and investment manager, the Company accounts for this investment using the equity method of accounting.

 

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The activity related to the Company’s investment in equity investees for the years ended December 31, 2012 and 2011 is as follows:

 

Investments in equity investees at January 1, 2011  $5,898,000 
Equity in income of equity investees   278,000 
Income distributions   (169,000)
Return of capital distributions   (1,300,000)
Investments in equity investees at December 31, 2011   4,707,000 
Equity in income of equity investees   543,000 
Income distributions   (96,000)
Return of capital distributions   (1,184,000)
Investments in equity investees at December 31, 2012  $3,970,000 

 

Note 5 Goodwill and intangible assets

 

There were no changes in goodwill for the year ended December 31, 2012. The change in goodwill for the year ended December 31, 2011 was as follows:

 

   Cost   Accumulated Impairment Losses   Carrying Amount 
Goodwill at January 1, 2011  $44,636,000   $(19,489,000)  $25,147,000 
Additional purchase consideration for Wood acquisition   540,000    -    540,000 
Impairment of goodwill   -    (12,423,000)   (12,423,000)
Goodwill at December 31, 2011  $45,176,000   $(31,912,000)  $13,264,000 

 

For purposes of testing goodwill for impairment, the Company attributes all goodwill to a single reporting unit. The Company has aggregated all of its subsidiaries into a single reporting unit because the subsidiaries provide similar services to similar clients, operate in the same regulatory framework, and share similar economic characteristics. The Company’s shared sales force is organized to market the full range of the Company’s products and services.

 

On December 18, 2012, TAMCO Holdings, LLC (“TAMCO”), an entity principally owned and controlled by the senior management of the Company, acquired all 10,585,400 shares of common stock held by Clal Finance, Ltd. (“Clal”) for $18,500,000, pursuant to a securities purchase agreement. The shares represented a 51.3% controlling interest in the Company at that date.

 

For purposes of testing goodwill for impairment as of December 31, 2012, the Company believes the implied value from the TAMCO purchase transaction represents an appropriate estimate for the Company’s fair value. The Company also completed an estimate of fair value pursuant to an income approach, which produced an estimated fair value in excess of the implied value from the TAMCO transaction. Based on these estimated fair values, the Company concluded that the goodwill balance was not impaired as of December 31, 2012.

 

The income approach uses a discounted cash flow model that takes into account assumptions that marketplace participants would use in their estimates of fair value, current period actual results, and forecasted results for future periods that have been reviewed by senior management. In preparing its forecasts, the Company considers historical and projected growth rates, its business plans, prevailing business conditions and trends, anticipated needs for working capital and capital expenditures, and historical and expected levels and trends of operating profitability. Revenues primarily are forecast based on growth estimates for assets under management, which grow based on net new business flows and market returns.

 

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During 2011, the Company recognized impairment charges totaling $12,423,000, including $3,500,000 that was recognized as of March 31, 2011 and $8,923,000 that was recognized as of December 31, 2011. These impairment charges were determined based on estimates of fair value for the Company pursuant to an income approach for estimating value.

 

As indicated above, the preparation of the forecasts and discounted cash flow valuations are judgmental and are subject to inherent uncertainties. The inability to achieve forecast results could result in further goodwill impairment charges.

 

The changes in intangibles assets for the years ended December 31, 2012 and 2011 were as follows:

 

   Cost   Accumulated Amortization   Carrying Amount 
Intangible assets at January 1, 2011  $38,380,000   $(16,775,000)  $21,605,000 
Amortization expense   -    (6,692,000)   (6,692,000)
Write off of fully amortized assets   (12,789,000)   12,789,000    - 
Intangible assets at December 31, 2011   25,591,000    (10,678,000)   14,913,000 
Amortization expense   -    (9,604,000)   (9,604,000)
Write off of fully amortized assets   (16,052,000)   16,052,000    - 
Intangible assets at December 31, 2012  $9,539,000   $(4,230,000)  $5,309,000 

 

Identifiable intangible assets, net of amortization at December 31, 2012 and 2011, were as follows:

 

   December 31, 2012   December 31, 2011 
   Cost   Accumulated Amortization   Net   Cost   Accumulated Amortization   Net 
   (in thousands) 
NIS referral relationship  $-   $-   $-   $16,052   $7,417   $8,635 
NIS client relationships   7,037    2,229    4,808    7,037    1,760    5,277 
Boyd client relationships   2,502    2,001    501    2,502    1,501    1,001 
                               
Totals  $9,539   $4,230   $5,309   $25,591   $10,678   $14,913 

 

The Company periodically reassesses the remaining useful lives of these intangible assets based on significant terminations or redemption activity that might indicate that respective attrition rates have changed substantively. Throughout 2011, the Company considered the impact of recurring redemptions of the referred hedge fund assets and their impact on the remaining useful life of its NIS referral relationship intangible asset. The assessment during the fourth quarter of 2011 resulted in reducing the estimated remaining useful life to approximately 15 months as of October 1, 2011. The revision to the estimated remaining useful life of the NIS referral relationship intangible asset resulted in increased amortization totaling $8,635,000 for this intangible asset in 2012 and resulted in the $2,912,000 increase in total amortization expense in 2012. The NIS referral relationship intangible asset was fully amortized as of December 31, 2012. As of December 31, 2012, amortization is based on the following estimated remaining useful lives: NIS client relationships – 10 years, and Boyd client relationships – 1 year.

 

The estimated annual amortization expense for each of the next five years is as follows:

 

Year  Amount 
2013  $970,000 
2014   469,000 
2015   469,000 
2016   469,000 
2017   469,000 

 

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Note 6 Stockholders equity

 

The Company’s authorized capital consists of 54,000,000 shares of common stock with a $0.0001 par value, 720,000 shares of restricted common stock with a $0.0001 par value, and 1,000,000 shares of preferred stock with a $0.0001 par value.

 

The restricted common stock shares carried voting rights and had no rights to dividends except in the case of a liquidation of the Company. The restricted common stock shares would have converted on a one for one basis to shares of common stock if at any time within five years of their issue the ten-day average share price of the common stock exceeded $6.90 or if there was a change in control (as defined in the Company’s certificate of incorporation). Because none of the events that would have triggered conversion had occurred prior to the five year anniversary of the issuance of the restricted common stock shares, all of the restricted common stock shares were mandatorily redeemed at par value and cancelled as of March 2, 2012.

 

No preferred stock had been issued at December 31, 2012.

 

In connection with the Company’s 2007 private placement, the Company issued 20,000,000 warrants that entitled the holder to purchase one share of common stock at $4.00 per share. All of these warrants expired in June 2011.

 

As part of the private placement, the Company granted an option to Sunrise Securities Corp. to acquire 2,000,000 units at a price of $6.60 (each unit consists of one share of common stock and one warrant to acquire one share of common stock at $4.00 per share). Subsequent to the expiration of the warrants, the options were only exercisable for one share of common stock at an exercise price of $5.50 per share. All of these options expired in June 2012.

 

Note 7 Income taxes

 

The components of the income tax expense are as follows:

 

   Year ended December 31, 
   2012   2011 
Current          
Federal  $-   $- 
Deferred          
Federal   (1,813,000)   (5,753,000)
State   (267,000)   (1,040,000)
    (2,080,000)   (6,793,000)
Increase in valuation allowance   2,080,000    6,793,000 
    -    - 
Income tax expense  $-   $- 

 

The following is a reconciliation between the expected income tax expense (benefit) using the federal statutory tax rate (34%) and the income tax expense.

 

   Year ended December 31, 
   2012   2011 
Income tax benefit at federal statutory rate  $(2,072,000)  $(6,205,000)
State income taxes, net of federal tax benefit   (176,000)   (686,000)
Other   168,000    98,000 
Increase in valuation allowance   2,080,000    6,793,000 
Income tax expense  $-   $- 

 

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The Company’s deferred tax assets and liabilities relate to the following temporary differences between financial accounting and tax bases as follows:

 

   December 31, 
   2012   2011 
Net operating loss carryforwards  $8,325,000   $7,682,000 
Goodwill and intangible assets   15,776,000    14,364,000 
Other   37,000    21,000 
Total deferred tax assets   24,138,000    22,067,000 
Valuation allowance   (24,138,000)   (22,067,000)
Net deferred tax assets  $-   $- 

 

At December 31, 2012, the Company had a federal net operating loss carryforwards of approximately $22,166,000 that expire between 2028 and 2032 and state net operating loss carryforwards totaling approximately $17,975,000 that expire between 2023 and 2032.

 

The U.S. Internal Revenue Code (the “Code”) Section 382 imposes annual limits on a Company’s ability to use preexisting tax attributes when there has been a change in control ownership change as defined under the Code. As a result of the purchase of the controlling interest in the Company by TAMCO on December 18, 2012, portions of the future amortization deductions for the Company’s intangible assets and the use of the Company’s net operating loss carryforwards arising from periods prior to that date will be subject to the annual limitation. The annual limitation is based on an adjusted federal long-term rate and the value of the Company at the time of the change in control. The Company currently estimates that the future use of preexisting tax attributes will be limited to approximately $1,000,000 annually.

 

In assessing the realizability of the Company’s deferred tax assets, it considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of the gross deferred tax assets depends on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Pursuant to FASB guidance, a cumulative loss in recent years is a significant piece of negative evidence to be considered in evaluating the need for a valuation allowance that is difficult to overcome. Based on the pretax losses in 2008 through 2012, the Company determined that it was no longer appropriate to consider expected future income as the primary factor in determining the realizability of its deferred tax assets. Further, management has not identified any prudent and feasible tax planning strategies supportive of any portion of the deferred tax assets. As a result, the Company has recognized valuation allowances that fully offset the net deferred tax assets as of December 31, 2012 and 2011.

 

Note 8 – Earnings per Share

 

Basic earnings per share (“EPS”) is computed by dividing net income or loss by the weighted average shares of common stock outstanding. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period.

 

The computation of basic and diluted EPS is as follows:

 

   Year ended December 31, 
   2012   2011 
Net loss  $(6,093,000)  $(18,250,000)
Basic and diluted weighted average shares of common stock outstanding   20,634,232    20,634,232 
Basic and diluted EPS  $(0.30)  $(0.88)

 

Note 9 Retirement Plan

 

The Company sponsors a defined contribution plan covering substantially all employees. The Company contributed approximately $319,000 and $287,000 in matching funds for the years ended December 31, 2012 and 2011, respectively.

 

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Note 10 Fair Value Disclosures

 

Under the FASB’s fair value requirements, the fair values for assets and liabilities are to be disclosed based on three levels of input: Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. Level 3 assets and liabilities include financial instruments the value of which is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company’s Level 1 investments include investments in exchange traded money market funds.

 

The Company measures the following assets at fair values on a recurring basis:

 

   Category used for Fair Values 
   Level 1   Level 2   Level 3 
Assets at December 31, 2012            
Cash and cash equivalents  $3,092,000   $-   $- 
Current securities available for sale – Debt securities   -    5,644,000    - 
   $3,092,000   $5,644,000   $- 
Assets at December 31, 2011               
Cash and cash equivalents  $2,787,000   $-   $- 
Current securities available for sale – Debt securities   -    2,990,000    - 
   $2,787,000   $2,990,000   $- 

 

In completing the impairment assessments for its goodwill and other intangible assets, the Company must use unobservable inputs (level 3) that are supported by little or no market activity and that are significant to the fair values of these assets. The description for these fair value estimates and the impairment charges recognized during 2011 are discussed in Note 5.

 

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Note 11 Commitments and Contingencies

 

The Company leases certain corporate offices, office equipment and computer software under lease agreements with terms up to five years with options to renew for additional periods, and requirements for the Company to pay property taxes, insurance and maintenance. Rent expense was $934,000 and $952,000 for the years ended December 31, 2012 and 2011, respectively. The following is a schedule by year of the future minimum lease payments due under agreements with terms extending beyond one year:

 

Year ending
December 31,
  Amount 
2013  $651,000 
2014   561,000 
2015   559,000 
2016   440,000 
2017   452,000 
Thereafter   514,000 

 

Sovereign received a letter dated July 16, 2010 from a former client demanding that Sovereign compensate it for losses related to allegedly unsuitable investments in approximately $30 million of various auction rate securities purchased on its behalf by Sovereign. The former client has filed a claim against the underwriters for the purchased securities, but has not to this point brought a claim against Sovereign. Management is in the process of evaluating this demand and the former client’s allegations to determine whether there is any merit to them. In the interim, the Company has entered into a tolling agreement with the former client. At this preliminary stage, the Company cannot determine the potential liability of the Company or the likelihood of an unfavorable outcome. In any event, management believes the claim would be covered by insurance (up to $20 million), subject to the payment of deductible amounts by the Company.

 

On October 25, 2011, a former client of Sovereign filed suit in the State of Illinois Circuit Court against Sovereign, alleging negligence and breach of fiduciary duty on the part of Sovereign in investing the former client’s assets in auction-rate securities. The claim alleges, among other things, that Sovereign failed to conduct adequate due diligence into the auction rate securities purchased for the former client’s account, and that the investment in the auction rate securities was outside the former client’s investment guidelines. The suit seeks $4,700,000 in damages, plus pre-judgment interest. Previously, the former client had made a similar claim under federal securities statures and that claim was dismissed with prejudice on October 26, 2010. While management believes the new claim is without merit and intends to defend vigorously against this action, at this preliminary stage, it cannot determine the potential liability of the Company, the likelihood of an unfavorable outcome, or the potential cost of defense. In any event, management believes the new claim is covered by insurance, subject to the payment of deductible amounts by the Company.

 

On January 30, 2013, the Company reached a settlement with a former executive of the Company that had made a claim against the Company for severance, among other things, and against whom the Company had filed a counterclaim for unjust enrichment. Pursuant to the terms of the settlement, the former executive and the Company agreed to mutual releases and waivers with respect to the claim and counterclaim, and the Company agreed to repurchase all 889,408 shares of common stock of the Company held by the former executive and certain of his affiliates for a total of $745,000, as well as to pay $100,000 towards the former executive’s legal fees.

 

The Company is from time to time involved in legal matters incidental to the conduct of its business and such matters can involve current and former employees and vendors. Management does not expect these matters would have a material effect on the Company’s consolidated financial position or results of operations.

 

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act required by Exchange Act Rules 13a-15(b) or 15d-15(b)), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

During the fourth quarter, we made no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Report of Management on Internal Control over Financial Reporting

 

The management of Titanium Asset Management Corp. is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s internal controls were designed to provide reasonable assurance to its management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

 

We evaluated the effectiveness of internal control over financial reporting as of December 31, 2012 in relation to criteria described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

ITEM 9B.OTHER INFORMATION

 

None.

 

52
 

 

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information required by this item with respect to our executive officers is set forth in Part I of this Annual Report on Form 10-K and is incorporated by reference. The information required by this item with respect to our directors, our Audit Committee and its members, and audit committee financial expert is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Proposal One—Election of Directors.” The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Stock Ownership—Section 16(a) Beneficial Ownership Reporting Compliance.”

 

We have adopted a Code of Ethics that applies to all of our executive officers and directors. The Code of Ethics is posted on our website. The Internet address for our website is http://www.ti-am.com. Copies of our Code of Ethics may also be obtained without charge by sending a written request to our Secretary at our executive offices.

 

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions by posting such information on our website, at the address and location specified above.

 

ITEM 11.Executive Compensation

 

The information required by this item is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Compensation of the Named Executive Officers and Directors.”

 

ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required by this item with respect to the security ownership of certain beneficial owners and the security ownership of management is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Stock Ownership—Beneficial Ownership of Certain Stockholders, Directors and Executive Officers.”

 

Equity Compensation Plan Information

 

The Company currently has no equity compensation plans under which equity securities of the Company are authorized for issuance.

 

ITEM 13.Certain Relationships and Related Transactions, and Director Independence

 

The information required by this item with respect to certain relationships and related transactions is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Certain Relationships and Related Transactions.” The information required by this item with respect to director and committee member independence is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Proposal One—Election of Directors.”

 

ITEM 14.Principal Accounting Fees and Services

 

The information required by this item is incorporated by reference from our definitive proxy statement for the 2013 Annual Meeting of Stockholders under the caption “Proposal Two—Ratification of the Appointment of Our Independent Registered Public Accounting Firm.”

 

53
 

 

PART IV

 

ITEM 15.Exhibits, Financial Statement Schedules

 

The following documents are filed as part of this Annual Report on Form 10-K:

 

(1)Financial Statements:

 

·Report of Independent Registered Public Accounting Firm

 

·Consolidated Balance Sheets as of December 31, 2012 and 2011

 

·Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011

 

·Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2012 and 2011

 

·Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2012 and 2011

 

·Consolidated Statements of Cash Flows for Years Ended December 31, 2012 and 2011

 

·Notes to Consolidated Financial Statements

 

(2)Financial Statement Schedule:

 

Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

(3)Exhibits:

 

Exhibit Description
   
2.1 Sale and Purchase Agreement among Titanium Asset Management Corp., Wood Asset Management, Inc., and a number of individuals dated September 5, 2007 (1) (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
2.2 Sale and Purchase Agreement among Titanium Asset Management Corp., Sovereign Holdings, LLC and JARE, Inc. and its owners dated September 5, 2007 (1) (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
2.3 Stock Purchase Agreement by and among Titanium Asset Management Corp., National Investment Services, Inc., NIS Holdings, Inc., and the shareholders of NIS Holdings, Inc. dated February 28, 2008 (1)  (incorporated by reference to Exhibit 2.3 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
2.4 Membership Interest Purchase Agreement, dated as of November 7, 2008, by and among Titanium Asset Management Corp., BWAM Holdings, LLC, Boyd Watterson Asset Management, LLC, the common members of BWAM Holdings, LLC and, for limited purposes, the preferred members of BWAM Holdings, LLC. (1) (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2009, File No. 000-53352)

 

54
 

 

Exhibit Description
   
2.5 Amendment No. 1 to Membership Interest Purchase Agreement, dated as of December 30, 2008, among Titanium Asset Management Corp., Boyd Watterson Asset Management, LLC and Mr. Michael E. Bee, acting in his capacity as the agent and attorney in fact with the authority to act on behalf of BWAM Holdings, LLC, the common members of BWAM Holdings, LLC and, for limited purposes, the preferred members of BWAM Holdings, LLC (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2009, File No. 000-53352)
   
2.6 Amendment No. 2 to Membership Interest Purchase Agreement, dated as of December 28, 2010, among Titanium Asset Management Corp., Boyd Watterson Asset Management, LLC and Michael E. Bee, acting in his capacity as the agent and attorney in fact with the authority to act on behalf of BWAM Holdings, LLC, the common members of BWAM Holdings, LLC  and, for limited purposes, the preferred members of BWAM Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 30, 2010, File No. 000-53352)
   
3.1 Amended and Restated Certificate of Incorporation of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
3.2 Amendment to Amended and Restated Certificate of Incorporation of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
3.3 Bylaws of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.1 Form of Common Stock Share Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.2 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.3 Warrant Deed dated as of June 21, 2007 between Titanium Asset Management Corp. and Capita Registrars (Jersey) Limited (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.4 Registration Rights Agreement between Titanium Asset Management Corp. and the parties on the signature pages thereto dated June 21, 2007 (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.5 Investor Rights Agreement between Titanium Asset Management Corp., Sunrise Securities Corp. and Seymour Pierce Limited dated June 21, 2007 (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)

 

55
 

 

Exhibit Description
   
4.6 Form of Unit Purchase Option between Titanium Asset Management Corp. and certain Employees and Affiliates of Sunrise Securities Corp. (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.7 Share Escrow Agreement dated as of June 21, 2007 by and among Titanium Asset Management Corp., Founding Stockholders and Capita Trust Company (Jersey) Limited (1) (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.8 Form of Lock In Deed for Individuals (incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.9 Form of Lock In Deed for Entities (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.10 Form of Lock In Deed for Acquisitions (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)

 

56
 

 

Exhibit Description
   
10.1 † Employment Agreement between Robert Brooks and National Investment Services, Inc. (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
10.2 † Titanium Asset Management Corp. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
10.3 † Oral Agreements regarding Director Compensation (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, Filed No. 000-53353)
   
10.4 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.21 to the Registrant’s Amendment No. 1 to Form 10 filed with the Securities and Exchange Commission on September 15, 2008, File No. 000-53352)

 

57
 

 

Exhibit Description
   
10.5† Employment Agreement between Brian L. Gevry, Titanium Asset Management Corp., and Boyd Watterson Asset Management, LLC dated December 28, 2010
   
10.6 Indemnification Agreement dated November 3, 2009 between Titanium Asset Management Corp. and Ron Braverman. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 filed with the Securities and Exchange Commission on November 11, 2009, File No. 000-53352)
   
21.1 Subsidiaries of Titanium Asset Management Corp.
   
31.1 Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act
   
31.2 Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act
   
32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101 * Furnished with this annual report on Form 10-K are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations for the years ended December 31, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2012 and 2011, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.

 

(1)Certain schedules and exhibits have been omitted from these exhibits pursuant to Item 601(b)(2) of Regulation S K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Commission.

 

† Indicates management contract or compensatory arrangement.

 

*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

58
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 6, 2013

 

  TITANIUM ASSET MANAGEMENT CORP.
     
     
     
  By: /s/ Brian Gevry
  Name: Brian Gevry
  Title: Chief Executive Officer

 

59
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

 

Signature   Capacity   Date
         
         
         
/s/ Brian Gevry   Chief Executive Officer   March 6, 2013
Brian Gevry   (Principal Executive Officer)    
         
         
/s/ Jonathan Hoenecke   Chief Financial Officer   March 6, 2013
Jonathan Hoenecke   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Robert Brooks   Chairman   March 6, 2013
Robert Brooks        
         
         
/s/ Michael Bee   Director   March 6, 2013
Michael Bee        
         
         
/s/ Timothy Hyland   Director   March 6, 2013
Timothy Hyland        
         
         
/s/ Bartlett McCartin   Director   March 6, 2013
Bartlett McCartin        
         
         
/s/ Norm Sidler   Director   March 6, 2013
Norm Sidler        
         
         
/s/ T. Raymond Suplee   Director   March 6, 2013
T. Raymond Suplee        
         
         
/s/ Ron Braverman   Director   March 6, 2013
Ron Braverman        
         
    Director    
Lloyd Dickinson        
         
    Director    
Patricia Jamison        

 

60
 

 

EXHIBIT INDEX

 

Exhibit Description
   
2.1 Sale and Purchase Agreement among Titanium Asset Management Corp., Wood Asset Management, Inc., and a number of individuals dated September 5, 2007 (1) (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
2.2 Sale and Purchase Agreement among Titanium Asset Management Corp., Sovereign Holdings, LLC and JARE, Inc. and its owners dated September 5, 2007 (1) (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
2.3 Stock Purchase Agreement by and among Titanium Asset Management Corp., National Investment Services, Inc., NIS Holdings, Inc., and the shareholders of NIS Holdings, Inc. dated February 28, 2008 (1)  (incorporated by reference to Exhibit 2.3 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
2.4 Membership Interest Purchase Agreement, dated as of November 7, 2008, by and among Titanium Asset Management Corp., BWAM Holdings, LLC, Boyd Watterson Asset Management, LLC, the common members of BWAM Holdings, LLC and, for limited purposes, the preferred members of BWAM Holdings, LLC. (1) (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2009, File No. 000-53352)
   
2.5 Amendment No. 1 to Membership Interest Purchase Agreement, dated as of December 30, 2008, among Titanium Asset Management Corp., Boyd Watterson Asset Management, LLC and Mr. Michael E. Bee, acting in his capacity as the agent and attorney in fact with the authority to act on behalf of BWAM Holdings, LLC, the common members of BWAM Holdings, LLC and, for limited purposes, the preferred members of BWAM Holdings, LLC (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2009, File No. 000-53352)
   
2.6 Amendment No. 2 to Membership Interest Purchase Agreement, dated as of December 28, 2010, among Titanium Asset Management Corp., Boyd Watterson Asset Management, LLC and Michael E. Bee, acting in his capacity as the agent and attorney in fact with the authority to act on behalf of BWAM Holdings, LLC, the common members of BWAM Holdings, LLC  and, for limited purposes, the preferred members of BWAM Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 30, 2010, File No. 000-53352)
   
3.1 Amended and Restated Certificate of Incorporation of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
3.2 Amendment to Amended and Restated Certificate of Incorporation of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
3.3 Bylaws of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)

 

 
 

 

Exhibit Description
   
4.1 Form of Common Stock Share Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.2 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.3 Warrant Deed dated as of June 21, 2007 between Titanium Asset Management Corp. and Capita Registrars (Jersey) Limited (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.4 Registration Rights Agreement between Titanium Asset Management Corp. and the parties on the signature pages thereto dated June 21, 2007 (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.5 Investor Rights Agreement between Titanium Asset Management Corp., Sunrise Securities Corp. and Seymour Pierce Limited dated June 21, 2007 (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.6 Form of Unit Purchase Option between Titanium Asset Management Corp. and certain Employees and Affiliates of Sunrise Securities Corp. (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.7 Share Escrow Agreement dated as of June 21, 2007 by and among Titanium Asset Management Corp., Founding Stockholders and Capita Trust Company (Jersey) Limited (1) (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.8 Form of Lock In Deed for Individuals (incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.9 Form of Lock In Deed for Entities (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
4.10 Form of Lock In Deed for Acquisitions (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
10.1 † Employment Agreement between Robert Brooks and National Investment Services, Inc. (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   

 

 
 

 

Exhibit Description
   
10.2 † Titanium Asset Management Corp. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
   
10.3 † Oral Agreements regarding Director Compensation (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, Filed No. 000-53353)
   
10.4 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.21 to the Registrant’s Amendment No. 1 to Form 10 filed with the Securities and Exchange Commission on September 15, 2008, File No. 000-53352)
   
10.5† Employment Agreement between Brian L. Gevry, Titanium Asset Management Corp., and Boyd Watterson Asset Management, LLC dated December 28, 2010
   
10.6 Indemnification Agreement dated November 3, 2009 between Titanium Asset Management Corp. and Ron Braverman. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 filed with the Securities and Exchange Commission on November 11, 2009, File No. 000-53352)
   

 

 
 

 

Exhibit Description
   
21.1 Subsidiaries of Titanium Asset Management Corp.
   
31.1 Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act
   
31.2 Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act
   
32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101 * Furnished with this annual report on Form 10-K are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations for the years ended December 31, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2012 and 2011, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.

 

(1)Certain schedules and exhibits have been omitted from these exhibits pursuant to Item 601(b)(2) of Regulation S K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Commission.

 

† Indicates management contract or compensatory arrangement.

 

*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.