##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED: June 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 Commission File Number: 000-51003
 
 CALAMOS ASSET MANAGEMENT, INC.
  
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    32-0122554
(I.R.S. Employer
Identification No.)2020 Calamos Court, Naperville, Illinois
(Address of Principal Executive Offices)
    
    60563
(Zip Code)
 (630) 245-7200
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersItem 6. ExhibitsSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share data)
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    120,119
    
    
    $
    59,425Receivables:Affiliates and affiliated funds
    
    
    15,175
    
    
    
    13,187Customers
    
    
    7,843
    
    
    
    6,862Investment securities
    
    
    191,701
    
    
    
    173,155Derivative assets
    
    
    3,750
    
    
    
    14,288Partnership investments
    
    
    32,570
    
    
    
    28,471Prepaid expenses
    
    
    3,563
    
    
    
    2,607Deferred tax assets, net
    
    
    12,319
    
    
    
    11,837Other assets
    
    
    4,324
    
    
    
    21,766Total current assets
    
    
    391,364
    
    
    
    331,598Non-current assetsDeferred tax assets, net
    
    
    81,109
    
    
    
    83,769Deferred sales commissions
    
    
    14,566
    
    
    
    18,414Property and equipment, net of accumulated depreciation ($37,026 at 6/30/09
and $31,719 at 12/31/08)
    
    
    35,876
    
    
    
    41,058Other non-current assets
    
    
    873
    
    
    
    1,034Total non-current assets
    
    
    132,424
    
    
    
    144,275Total assets
    
    
    523,788
    
    
    
    475,873LIABILITIESCurrent liabilitiesAccounts payable:Brokers
    
    
    10,866
    
    
    
    10,239Affiliates and affiliated funds
    
    
    122
    
    
    
    283Accrued compensation and benefits
    
    
    10,058
    
    
    
    10,419Interest payable
    
    
    3,026
    
    
    
    3,025Derivative liabilities
    
    
    5,882
    
    
    
    Accrued expenses and other current liabilities
    
    
    5,378
    
    
    
    5,889Total current liabilities
    
    
    35,332
    
    
    
    29,855Long-term liabilitiesLong-term debt
    
    
    125,000
    
    
    
    125,000Other long-term liabilities
    
    
    10,024
    
    
    
    9,971Total long-term liabilities
    
    
    135,024
    
    
    
    134,971Total liabilities
    
    
    170,356
    
    
    
    164,826STOCKHOLDERS EQUITYClass A Common Stock, $0.01 par value; authorized 600,000,000 shares;
23,621,037 shares issued and 19,621,037 shares outstanding at June 30, 2009;
23,497,687 shares issued and 19,497,687 shares outstanding at December 31,
2008
    
    
    236
    
    
    
    235Class B Common Stock, $0.01 par value; authorized 1,000 shares; issued and
outstanding 100 shares
    
    
    0
    
    
    
    0Additional paid-in capital
    
    
    208,799
    
    
    
    207,844Retained earnings
    
    
    40,951
    
    
    
    38,010Accumulated other comprehensive income (loss)
    
    
    4,008
    
    
    
    (101
    )Treasury stock at cost; 4,000,000 shares at June 30, 2009 and December 31, 2008
    
    
    (95,215
    )
    
    
    (95,215
    )Calamos Asset Management, Inc. stockholders equity
    
    
    158,779
    
    
    
    150,773Non-controlling interest in partnerships
    
    
    1,478
    
    
    
    1,289Non-controlling interest in Calamos Holdings LLC
    
    
    193,175
    
    
    
    158,985Total non-controlling interest
    
    
    194,653
    
    
    
    160,274Total stockholders equity
    
    
    353,432
    
    
    
    311,047Total liabilities and stockholders equity
    
    $
    523,788
    
    
    $
    475,873
  -2-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended June 30, 2009 and 2008
(in thousands, except share data)
(unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesInvestment management fees
    
    $
    47,493
    
    
    $
    78,449
    
    
    $
    89,494
    
    
    $
    155,723Distribution and underwriting fees
    
    
    18,988
    
    
    
    32,818
    
    
    
    36,016
    
    
    
    65,288Other
    
    
    598
    
    
    
    971
    
    
    
    1,138
    
    
    
    1,920Total revenues
    
    
    67,079
    
    
    
    112,238
    
    
    
    126,648
    
    
    
    222,931ExpensesEmployee compensation and benefits
    
    
    17,378
    
    
    
    19,994
    
    
    
    35,469
    
    
    
    43,454Distribution and underwriting expense
    
    
    14,282
    
    
    
    24,875
    
    
    
    26,760
    
    
    
    49,033Amortization of deferred sales commissions
    
    
    2,562
    
    
    
    5,966
    
    
    
    7,216
    
    
    
    12,086Marketing and sales promotion
    
    
    2,940
    
    
    
    3,035
    
    
    
    5,462
    
    
    
    6,071General and administrative
    
    
    8,533
    
    
    
    9,257
    
    
    
    17,167
    
    
    
    18,747Total operating expenses
    
    
    45,695
    
    
    
    63,127
    
    
    
    92,074
    
    
    
    129,391Operating income
    
    
    21,384
    
    
    
    49,111
    
    
    
    34,574
    
    
    
    93,540Non-operating income (loss)Net interest expense
    
    
    (1,734
    )
    
    
    (7,668
    )
    
    
    (3,520
    )
    
    
    (14,922
    )Investment and other income (loss)
    
    
    (6,193
    )
    
    
    23,955
    
    
    
    7,877
    
    
    
    (22,819
    )Total non-operating income (loss)
    
    
    (7,927
    )
    
    
    16,287
    
    
    
    4,357
    
    
    
    (37,741
    )Income before income taxes
    
    
    13,457
    
    
    
    65,398
    
    
    
    38,931
    
    
    
    55,799Income taxes
    
    
    1,010
    
    
    
    11,835
    
    
    
    3,426
    
    
    
    12,138Net income
    
    
    12,447
    
    
    
    53,563
    
    
    
    35,505
    
    
    
    43,661Net (income) loss attributable to
non-controlling interest in partnerships
    
    
    (158
    )
    
    
    810
    
    
    
    (189
    )
    
    
    13,269Net income attributable to non-controlling
interest in Calamos Holdings LLC
    
    
    (10,502
    )
    
    
    (52,477
    )
    
    
    (30,177
    )
    
    
    (54,585
    )Net income attributable to Calamos Asset
Management, Inc.
    
    $
    1,787
    
    
    $
    1,896
    
    
    $
    5,139
    
    
    $
    2,345Earnings per shareBasic
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.26
    
    
    $
    0.12Diluted
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.26
    
    
    $
    0.11Weighted average shares outstandingBasic
    
    
    19,621,137
    
    
    
    19,742,736
    
    
    
    19,614,075
    
    
    
    20,039,887Diluted (1)
    
    
    19,990,070
    
    
    
    97,051,708
    
    
    
    19,873,806
    
    
    
    97,331,973Cash dividends per share
    
    $
    0.055
    
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.22
 
 (1)
    
    See note 8 to the consolidated financial statements.  -3-




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CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Six Months Ended June 30, 2009
(in thousands)
(unaudited)
 Non-Calamos Asset Management, Inc. Stockholders
    
    
    Non-
    
    
    controllingAccumulated
    
    
    
    
    
    
    controlling
    
    
    interest inAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    interest in
    
    
    CalamosCommon
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    partnership
    
    
    HoldingsStock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    investments
    
    
    LLC
    
    
    TotalBalance at Dec. 31, 2008
    
    $
    235
    
    
    $
    207,844
    
    
    $
    38,010
    
    
    $
    (101
    )
    
    $
    (95,215
    )
    
    $
    1,289
    
    
    $
    158,985
    
    
    $
    311,047Net income
    
    
    
    
    
    
    
    
    
    
    5,139
    
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    30,177
    
    
    
    35,505Changes in unrealized gains
on available-for-sale
securities, net of income
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,109
    
    
    
    
    
    
    
    
    
    
    
    10,991
    
    
    
    15,100Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,605Issuance of common stock
(123,350 Class A common
shares)
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative impact of
changes in ownership of
Calamos Holdings LLC
    
    
    
    
    
    
    86
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (396
    )
    
    
    (311
    )Compensation expense
recognized under stock
incentive plans
    
    
    
    
    
    
    870
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,190
    
    
    
    4,060Dividend equivalent accrued
under stock incentive plans
    
    
    
    
    
    
    
    
    
    
    (40
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (149
    )
    
    
    (189
    )Dividends declared
    
    
    
    
    
    
    
    
    
    
    (2,157
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,623
    )
    
    
    (11,780
    )Balance at June 30, 2009
    
    $
    236
    
    
    $
    208,799
    
    
    $
    40,951
    
    
    $
    4,008
    
    
    $
    (95,215
    )
    
    $
    1,478
    
    
    $
    193,175
    
    
    $
    353,432
  -4-




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CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2009 and 2008
(in thousands)
(unaudited)
 2009
    
    
    2008Cash and cash equivalents at beginning of year
    
    $
    59,425
    
    
    $
    108,441Cash flows from operating activities:Net income
    
    
    35,505
    
    
    
    43,661Adjustments to reconcile net income to net cash provided by
operating activities:Amortization of deferred sales commissions
    
    
    7,216
    
    
    
    12,086Other depreciation and amortization
    
    
    5,376
    
    
    
    5,300Unrealized depreciation (appreciation) on CFS securities,
derivative assets, derivative liabilities and partnership
investments
    
    
    (683
    )
    
    
    49,123Net realized gain on sale of investment securities, derivative
assets and derivative liabilities
    
    
    (5,105
    )
    
    
    (20,663
    )Deferred taxes
    
    
    3,151
    
    
    
    8,414Stock-based compensation
    
    
    4,060
    
    
    
    3,561Employee taxes paid on vesting under stock incentive plans
    
    
    (175
    )
    
    
    (1,715
    )(Increase) decrease in assets:Accounts receivable:Affiliates and affiliated mutual funds
    
    
    (1,988
    )
    
    
    3,419Customers
    
    
    (981
    )
    
    
    1,781Deferred sales commissions
    
    
    (3,368
    )
    
    
    (5,170
    )Other assets
    
    
    16,350
    
    
    
    (2,088
    )Increase (decrease) in liabilities:Accounts payable
    
    
    466
    
    
    
    (2,166
    )Accrued compensation and benefits
    
    
    (361
    )
    
    
    (17,347
    )Other liabilities and accrued expenses
    
    
    (547
    )
    
    
    (1,880
    )Net cash provided by operating activities
    
    
    58,916
    
    
    
    76,316Cash flows provided by investing activities:Net additions to property and equipment
    
    
    (132
    )
    
    
    (3,504
    )Net sales of investment securities
    
    
    13,730
    
    
    
    85,886Net changes in partnership investments and offshore funds
    
    
    (176
    )
    
    
    28,123Net cash provided by investing activities
    
    
    13,422
    
    
    
    110,505Cash flows used in financing activities:Deferred tax benefit on vesting under stock incentive plans
    
    
    136
    
    
    
    192Repurchase of common stock
    
    
    
    
    
    
    (34,612
    )Cash
dividends paid to non-controlling stockholders
    
    
    (9,623
    )
    
    
    (50,799
    )Cash dividends paid to common stockholders
    
    
    (2,157
    )
    
    
    (4,379
    )Net cash used in financing activities
    
    
    (11,644
    )
    
    
    (89,598
    )Net increase in cash
    
    
    60,694
    
    
    
    97,223Cash and cash equivalents at end of period
    
    $
    120,119
    
    
    $
    205,664
  -5-




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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 (1) Organization and Description of Business
  (2) Basis of Presentation
       -6-




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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    (3) Investment Securities
  June 30, 2009Available-for-
    
    
    CFS
    
    
    Total(in thousands)
    
    Sale
    
    
    Securities
    
    
    SecuritiesMutual FundsEquity
    
    $
    78,207
    
    
    $
    35,763
    
    
    $
    113,970Balanced
    
    
    536
    
    
    
    
    
    
    
    536Fixed income
    
    
    76,404
    
    
    
    
    
    
    
    76,404High yield
    
    
    490
    
    
    
    
    
    
    
    490Other
    
    
    188
    
    
    
    
    
    
    
    188Total mutual funds
    
    
    155,825
    
    
    
    35,763
    
    
    
    191,588Other investment securities
    
    
    
    
    
    
    113
    
    
    
    113$
    155,825
    
    
    $
    35,876
    
    
    $
    191,701
 December 31, 2008(in thousands)
    
    Available-for-
Sale
    
    
    CFS 
Securities
    
    
    Total 
SecuritiesMutual FundsEquity
    
    $
    66,947
    
    
    $
    32,671
    
    
    $
    99,618Balanced
    
    
    436
    
    
    
    
    
    
    
    436Fixed income
    
    
    72,418
    
    
    
    
    
    
    
    72,418High yield
    
    
    380
    
    
    
    
    
    
    
    380Other
    
    
    172
    
    
    
    
    
    
    
    172Total mutual funds
    
    
    140,353
    
    
    
    32,671
    
    
    
    173,024Other investment securities
    
    
    
    
    
    
    131
    
    
    
    131$
    140,353
    
    
    $
    32,802
    
    
    $
    173,155
  -7-




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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(in thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Available-for-sale securities:Proceeds from sale
    
    $
    
    
    
    $
    113,329
    
    
    $
    
    
    
    $
    113,329Gross realized gains on sales
    
    
    
    
    
    
    20,663
    
    
    
    
    
    
    
    20,234Unrealized gains (losses)
    
    
    16,099
    
    
    
    (4,957
    )
    
    
    13,990
    
    
    
    (44,603
    )CFS securities:Unrealized gains (losses)
    
    
    4,714
    
    
    
    (380
    )
    
    
    3,074
    
    
    
    (953
    )
  June 30,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008Total cumulative unrealized gains on available-for-sale securities
with net gains:Mutual FundsEquity
    
    $
    11,471
    
    
    $
    160Fixed income
    
    
    4,161
    
    
    
    1,681Total gains
    
    
    15,632
    
    
    
    1,841Total cumulative unrealized losses on available-for-sale securities
with net losses:Mutual FundsEquity
    
    
    (57
    )
    
    
    (75
    )Balanced
    
    
    (266
    )
    
    
    (346
    )High yield
    
    
    (184
    )
    
    
    (272
    )Other
    
    
    (32
    )
    
    
    (46
    )Total losses
    
    
    (539
    )
    
    
    (739
    )Total cumulative net unrealized gains on available-for-sale securities
    
    $
    15,093
    
    
    $
    1,102
   -8-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (4) Derivative Assets and Liabilities
   (5) Partnership Investments
  June 30,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008Calamos Market Neutral Opportunities Fund LP:Securities owned
    
    $
    23,784
    
    
    $
    27,038Securities sold but not yet purchased
    
    
    (9,136
    )
    
    
    (5,697
    )Accrued expenses and other current liabilities
    
    
    (377
    )
    
    
    (7,525
    )Other current assets
    
    
    2,950
    
    
    
    886Calamos Market Neutral Opportunities
Fund LP securities, net
    
    
    17,221
    
    
    
    14,702Investment in other partnerships
    
    
    15,349
    
    
    
    13,769Partnership investments
    
    $
    32,570
    
    
    $
    28,471
   -9-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (6) Fair Value Measurements
 Fair Value Measurements,
  Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    Unobservable(in thousands)
    
    June 30,
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Investment securities (note 3)Mutual funds
    
    $
    191,588
    
    
    $
    191,588
    
    
    $
    
    
    
    $
    Common stocks
    
    
    113
    
    
    
    113
    
    
    
    
    
    
    
    191,701
    
    
    
    191,701
    
    
    
    
    
    
    
    Derivative assets (note 4)Exchange-traded put option contracts
    
    
    3,750
    
    
    
    3,750
    
    
    
    
    
    
    
    Derivative liabilities (note 4)Exchange-traded call option contracts
    
    
    (5,882
    )
    
    
    (5,882
    )
    
    
    
    
    
    
    Securities owned by PartnershipInvestments (note 5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stocks
    
    
    310
    
    
    
    2
    
    
    
    308
    
    
    
    Convertible preferred stocks
    
    
    1,878
    
    
    
    1,878
    
    
    
    
    
    
    
    Purchased options
    
    
    10
    
    
    
    10
    
    
    
    
    
    
    
    Convertible bonds
    
    
    17,951
    
    
    
    
    
    
    
    17,951
    
    
    
    Corporate bonds
    
    
    2,661
    
    
    
    
    
    
    
    2,661
    
    
    
    Convertible preferred stocks
    
    
    974
    
    
    
    
    
    
    
    974
    
    
    
    23,784
    
    
    
    1,890
    
    
    
    21,894
    
    
    
    Securities sold but not yet purchased (note 5)Common stocks
    
    
    (9,062
    )
    
    
    (9,062
    )
    
    
    
    
    
    
    Exchange-traded call option contracts
    
    
    (74
    )
    
    
    (74
    )
    
    
    
    
    
    
    (9,136
    )
    
    
    (9,136
    )
    
    
    
    
    
    
    Total
    
    $
    204,217
    
    
    $
    182,323
    
    
    $
    21,894
    
    
    $
    
 -10-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (7) Fair Value of Financial Instruments
   (8) Earnings Per Share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(in thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Earnings per share  basicEarnings available to common shareholders
    
    $
    1,787
    
    
    $
    1,896
    
    
    $
    5,139
    
    
    $
    2,345Weighted average shares outstanding
    
    
    19,621
    
    
    
    19,743
    
    
    
    19,614
    
    
    
    20,040Earnings per share  basic
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.26
    
    
    $
    0.12Earnings per share  dilutedIncome before income taxes
    
    
    
    
    
    $
    65,398
    
    
    
    
    
    
    $
    55,799Non-controlling interest in partnerships
    
    
    
    
    
    
    810
    
    
    
    
    
    
    
    13,269Less: Impact of revaluation of net
deferred tax assets
    
    
    
    
    
    
    33,287
    
    
    
    
    
    
    
    32,888Less: Impact of income taxes
    
    
    
    
    
    
    24,319
    
    
    
    
    
    
    
    25,592Earnings available to common shareholders
    
    $
    1,787
    
    
    $
    8,602
    
    
    $
    5,139
    
    
    $
    10,588Weighted average shares outstanding
    
    
    19,621
    
    
    
    19,743
    
    
    
    19,614
    
    
    
    20,040Exchange of Calamos Interests ownership
for common stock
    
    
    
    
    
    
    77,000
    
    
    
    
    
    
    
    77,000Dilutive impact of restricted stock units
    
    
    369
    
    
    
    309
    
    
    
    260
    
    
    
    292Dilutive impact of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average diluted shares outstanding
    
    
    19,990
    
    
    
    97,052
    
    
    
    19,874
    
    
    
    97,332Earnings per share  diluted
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.26
    
    
    $
    0.11
   -11-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Share-Based Payment
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Exchange of Calamos
Interests ownership
interest in Holdings
for shares of Class A
common stock
    
    
    54,546,666
    
    
    
    
    
    
    
    54,546,666
    
    
    
    Restricted stock units
    
    
    811,669
    
    
    
    486,694
    
    
    
    811,669
    
    
    
    212,618Stock options
    
    
    2,572,621
    
    
    
    2,586,892
    
    
    
    2,572,621
    
    
    
    2,586,892Total
    
    
    57,930,956
    
    
    
    3,073,586
    
    
    
    57,930,956
    
    
    
    2,799,510
  (9) Stock Based Compensation
   -12-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   (10) Income Taxes
   (11) Non-Operating Income (Loss), Net of Non-Controlling Interest in Partnerships
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income
    
    $
    216
    
    
    $
    494
    
    
    $
    380
    
    
    $
    1,341Interest expense
    
    
    (1,950
    )
    
    
    (8,162
    )
    
    
    (3,900
    )
    
    
    (16,263
    )Net interest expense
    
    
    (1,734
    )
    
    
    (7,668
    )
    
    
    (3,520
    )
    
    
    (14,922
    )Investment income (loss)
    
    
    (6,367
    )
    
    
    23,717
    
    
    
    7,512
    
    
    
    (23,308
    )Miscellaneous other income
    
    
    174
    
    
    
    238
    
    
    
    365
    
    
    
    489Investment and other income (loss)
    
    
    (6,193
    )
    
    
    23,955
    
    
    
    7,877
    
    
    
    (22,819
    )Non-operating income (loss)
    
    
    (7,927
    )
    
    
    16,287
    
    
    
    4,357
    
    
    
    (37,741
    )Net (income) loss attributable to
non-controlling interest in
partnerships
    
    
    (158
    )
    
    
    810
    
    
    
    (189
    )
    
    
    13,269Non-operating income (loss), net
of non- controlling interest in
partnerships
    
    $
    (8,085
    )
    
    $
    17,097
    
    
    $
    4,168
    
    
    $
    (24,472
    )
 -13-




---



##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (12) Recently Issued Accounting Pronouncements
 Business Combinations
 Non-controlling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Interim Disclosures about Fair Value of
Financial Instruments , Disclosures about Fair Value of Financial Instruments,
 Recognition and Presentation of
Other-Than-Temporary Impairments ,
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly,
 Subsequent Events
 Amendments to
FASB Interpretation No. 46(R)
 -14-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162,
 (13) Subsequent Events
   -15-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
   June 30,(in millions)
    
    2009
    
    
    2008Mutual FundsOpen-end funds
    
    $
    15,702
    
    
    $
    24,005Closed-end funds
    
    
    4,301
    
    
    
    6,688Total mutual funds
    
    
    20,003
    
    
    
    30,693Separate AccountsInstitutional accounts
    
    
    3,898
    
    
    
    5,285Managed accounts
    
    
    3,131
    
    
    
    5,232Total separate accounts
    
    
    7,029
    
    
    
    10,517Total assets under management
    
    $
    27,032
    
    
    $
    41,210
    -16-




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##### Table of Contents



Operating Results
 Second Quarter and Six Months Ended June 30, 2009 Compared to Second Quarter and Six Months Ended
June 30, 2008
 Assets Under Management
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Change
    
    
    
    
    
    
    
    
    
    
    Change($ in millions)
    
    2009
    
    
    2008
    
    
    Amount
    
    
    Percent
    
    
    2009
    
    
    2008
    
    
    Amount
    
    
    PercentMutual FundsBeginning assets under management
    
    $
    17,089
    
    
    $
    30,658
    
    
    $
    (13,569
    )
    
    
    (44
    )%
    
    $
    17,498
    
    
    $
    34,835
    
    
    $
    (17,337
    )
    
    
    (50
    )%Net purchases (redemptions)
    
    
    264
    
    
    
    (282
    )
    
    
    546
    
    
    
    *
    
    
    
    74
    
    
    
    (732
    )
    
    
    806
    
    
    
    *Market appreciation (depreciation)
    
    
    2,650
    
    
    
    317
    
    
    
    2,333
    
    
    
    736
    
    
    
    2,431
    
    
    
    (3,410
    )
    
    
    5,841
    
    
    
    *Ending assets under management
    
    
    20,003
    
    
    
    30,693
    
    
    
    (10,690
    )
    
    
    (35
    )
    
    
    20,003
    
    
    
    30,693
    
    
    
    (10,690
    )
    
    
    (35
    )Average assets under management
    
    
    19,034
    
    
    
    32,114
    
    
    
    (13,080
    )
    
    
    (41
    )
    
    
    17,928
    
    
    
    31,758
    
    
    
    (13,830
    )
    
    
    (44
    )Separate AccountsBeginning assets under management
    
    
    6,380
    
    
    
    10,248
    
    
    
    (3,868
    )
    
    
    (38
    )
    
    
    6,542
    
    
    
    11,373
    
    
    
    (4,831
    )
    
    
    (42
    )Net purchases (redemptions)
    
    
    (167
    )
    
    
    83
    
    
    
    (250
    )
    
    
    *
    
    
    
    (408
    )
    
    
    189
    
    
    
    (597
    )
    
    
    *Market appreciation (depreciation)
    
    
    816
    
    
    
    186
    
    
    
    630
    
    
    
    339
    
    
    
    895
    
    
    
    (1,045
    )
    
    
    1,940
    
    
    
    *Ending assets under management
    
    
    7,029
    
    
    
    10,517
    
    
    
    (3,488
    )
    
    
    (33
    )
    
    
    7,029
    
    
    
    10,517
    
    
    
    (3,488
    )
    
    
    (33
    )Average assets under management
    
    
    6,866
    
    
    
    10,834
    
    
    
    (3,968
    )
    
    
    (37
    )
    
    
    6,609
    
    
    
    10,728
    
    
    
    (4,119
    )
    
    
    (38
    )Total Assets Under ManagementBeginning assets under management
    
    
    23,469
    
    
    
    40,906
    
    
    
    (17,437
    )
    
    
    (43
    )
    
    
    24,040
    
    
    
    46,208
    
    
    
    (22,168
    )
    
    
    (48
    )Net purchases (redemptions)
    
    
    97
    
    
    
    (199
    )
    
    
    296
    
    
    
    *
    
    
    
    (334
    )
    
    
    (543
    )
    
    
    209
    
    
    
    (38
    )Market appreciation (depreciation)
    
    
    3,466
    
    
    
    503
    
    
    
    2,963
    
    
    
    589
    
    
    
    3,326
    
    
    
    (4,455
    )
    
    
    7,781
    
    
    
    *Ending assets under management
    
    
    27,032
    
    
    
    41,210
    
    
    
    (14,178
    )
    
    
    (34
    )
    
    
    27,032
    
    
    
    41,210
    
    
    
    (14,178
    )
    
    
    (34
    )Average assets under management
    
    $
    25,900
    
    
    $
    42,948
    
    
    $
    (17,048
    )
    
    
    (40
    )
    
    
    24,537
    
    
    $
    42,486
    
    
    $
    (17,949
    )
    
    
    (42
    )
 
 *
    
    Not meaningful.    -17-




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##### Table of Contents



Impact of One-Time Items
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,($ in thousands)
    
    2009
    
    2008
    
    2009
    
    2008Net income attributable to Calamos Asset Management, Inc.
    
    $
    1,787
    
    
    $
    1,896
    
    
    $
    5,139
    
    
    $
    2,345Net deferred tax assets revaluation
    
    
    
    
    
    
    6,771
    
    
    
    
    
    
    
    6,771Net income attributable to Calamos Asset Management,
Inc. as adjusted
    
    $
    1,787
    
    
    $
    8,667
    
    
    $
    5,139
    
    
    $
    9,116Diluted earnings per share
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.26
    
    
    $
    0.11Net deferred tax assets revaluation
    
    
    
    
    
    
    0.34
    
    
    
    
    
    
    
    0.34Diluted earnings per share, as adjusted
    
    $
    0.09
    
    
    $
    0.43
    
    
    $
    0.26
    
    
    $
    0.45
 Financial Overview
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,($ in thousands)
    
    2009
    
    2008
    
    2009
    
    2008Distribution and underwriting fees
    
    $
    18,988
    
    
    $
    32,818
    
    
    $
    36,016
    
    
    $
    65,288Distribution and underwriting expense
    
    
    14,282
    
    
    
    24,875
    
    
    
    26,760
    
    
    
    49,033Amortization of deferred sales commissions
    
    
    2,562
    
    
    
    5,966
    
    
    
    7,216
    
    
    
    12,086Net distribution fees
    
    $
    2,144
    
    
    $
    1,977
    
    
    $
    2,040
    
    
    $
    4,169Net distribution fee margin
    
    
    11
    %
    
    
    6
    %
    
    
    6
    %
    
    
    6
    %
 -18-




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##### Table of Contents



Revenues
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Change
    
    
    
    
    
    
    
    
    
    
    Change($ in thousands)
    
    2009
    
    
    2008
    
    
    Amount
    
    
    Percent
    
    
    2009
    
    
    2008
    
    
    Amount
    
    
    PercentInvestment management fees
    
    $
    47,493
    
    
    $
    78,449
    
    
    $
    (30,956
    )
    
    
    (39
    )%
    
    $
    89,494
    
    
    $
    155,723
    
    
    $
    (66,229
    )
    
    
    (43
    )%Distribution and
underwriting fees
    
    
    18,988
    
    
    
    32,818
    
    
    
    (13,830
    )
    
    
    (42
    )
    
    
    36,016
    
    
    
    65,288
    
    
    
    (29,272
    )
    
    
    (45
    )Other
    
    
    598
    
    
    
    971
    
    
    
    (373
    )
    
    
    (38
    )
    
    
    1,138
    
    
    
    1,920
    
    
    
    (782
    )
    
    
    (41
    )Total revenues
    
    $
    67,079
    
    
    $
    112,238
    
    
    $
    (45,159
    )
    
    
    (40
    )%
    
    $
    126,648
    
    
    $
    222,931
    
    
    $
    (96,283
    )
    
    
    (43
    )%
   -19-




---



##### Table of Contents



Operating Expenses
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,Change
    
    
    
    
    
    
    
    
    
    
    Change($ in thousands)
    
    2009
    
    
    2008
    
    
    Amount
    
    
    Percent
    
    
    2009
    
    
    2008
    
    
    Amount
    
    
    PercentEmployee compensation and benefits
    
    $
    17,378
    
    
    $
    19,994
    
    
    $
    (2,616
    )
    
    
    (13
    )%
    
    $
    35,469
    
    
    $
    43,454
    
    
    $
    (7,985
    )
    
    
    (18
    )%Distribution and underwriting
expense
    
    
    14,282
    
    
    
    24,875
    
    
    
    (10,593
    )
    
    
    (43
    )
    
    
    26,760
    
    
    
    49,033
    
    
    
    (22,273
    )
    
    
    (45
    )Amortization of deferred sales
commissions
    
    
    2,562
    
    
    
    5,966
    
    
    
    (3,404
    )
    
    
    (57
    )
    
    
    7,216
    
    
    
    12,086
    
    
    
    (4,870
    )
    
    
    (40
    )Marketing and sales promotion
    
    
    2,940
    
    
    
    3,035
    
    
    
    (95
    )
    
    
    (3
    )
    
    
    5,462
    
    
    
    6,071
    
    
    
    (609
    )
    
    
    (10
    )General and administrative
    
    
    8,533
    
    
    
    9,257
    
    
    
    (724
    )
    
    
    (8
    )
    
    
    17,167
    
    
    
    18,747
    
    
    
    (1,580
    )
    
    
    (8
    )Total operating expenses
    
    $
    45,695
    
    
    $
    63,127
    
    
    $
    (17,432
    )
    
    
    (28
    )%
    
    $
    92,074
    
    
    $
    129,391
    
    
    $
    (37,317
    )
    
    
    (29
    )%
     -20-




---



##### Table of Contents



Non-Operating Income (Loss) Net of Non-Controlling Interest in Partnerships
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,($ in thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeInterest income
    
    $
    216
    
    
    $
    494
    
    
    $
    (278
    )
    
    $
    380
    
    
    $
    1,341
    
    
    $
    (961
    )Interest expense
    
    
    (1,950
    )
    
    
    (8,162
    )
    
    
    6,212
    
    
    
    (3,900
    )
    
    
    (16,263
    )
    
    
    12,363Net interest income (expense)
    
    
    (1,734
    )
    
    
    (7,668
    )
    
    
    5,934
    
    
    
    (3,520
    )
    
    
    (14,922
    )
    
    
    11,402Investment income (loss)
    
    
    (6,367
    )
    
    
    23,717
    
    
    
    (30,084
    )
    
    
    7,512
    
    
    
    (23,308
    )
    
    
    30,820Miscellaneous other income
    
    
    174
    
    
    
    238
    
    
    
    (64
    )
    
    
    365
    
    
    
    489
    
    
    
    (124
    )Investment and other income (loss)
    
    
    (6,193
    )
    
    
    23,955
    
    
    
    (30,148
    )
    
    
    7,877
    
    
    
    (22,819
    )
    
    
    30,696Non-operating income (loss)
    
    
    (7,927
    )
    
    
    16,287
    
    
    
    (24,214
    )
    
    
    4,357
    
    
    
    (37,741
    )
    
    
    42,098Net (income) loss attributable to
non-controlling interest in
partnership investments
    
    
    (158
    )
    
    
    810
    
    
    
    (968
    )
    
    
    (189
    )
    
    
    13,269
    
    
    
    (13,458
    )Non-operating income (loss) net
of non- controlling interest in
partnerships
    
    $
    (8,085
    )
    
    $
    17,097
    
    
    $
    (25,182
    )
    
    $
    4,168
    
    
    $
    (24,472
    )
    
    $
    28,640
   Three Months Ended June 30, 2009
    
    
    Six Months Ended June 30, 2009Change in
    
    
    
    
    
    
    
    
    
    
    Change inNon-
    
    
    Accumulated
    
    
    
    
    
    
    Non-
    
    
    AccumulatedOperating
    
    
    Other
    
    
    
    
    
    
    Operating    
    
    OtherIncome
    
    
    Comprehensive
    
    
    
    
    
    
    Income
    
    
    Comprehensive($ in thousands)
    
    (Loss)
    
    
    Income
    
    
    Total
    
    
    (Loss)
    
    
    Income
    
    
    TotalMutual funds and common stock
    
    $
    5,501
    
    
    $
    16,099
    
    
    $
    21,600
    
    
    $
    4,552
    
    
    $
    13,990
    
    
    $
    18,542Partnership investments
    
    
    3,820
    
    
    
    
    
    
    
    3,820
    
    
    
    4,099
    
    
    
    
    
    
    
    4,099Equity option contracts
    
    
    (15,688
    )
    
    
    
    
    
    
    (15,688
    )
    
    
    (1,139
    )
    
    
    
    
    
    
    (1,139
    )Investment income (loss)
    
    
    (6,367
    )
    
    
    16,099
    
    
    
    9,732
    
    
    
    7,512
    
    
    
    13,990
    
    
    
    21,502Non-controlling interest in
Partnerships
    
    
    (158
    )
    
    
    
    
    
    
    (158
    )
    
    
    (189
    )
    
    
    
    
    
    
    (189
    )Investment portfolio results
    
    $
    (6,525
    )
    
    
    
    
    
    $
    9,574
    
    
    $
    7,323
    
    
    
    
    
    
    $
    21,313Less: Non-controlling interest
in Calamos Holdings LLC
    
    
    
    
    
    
    (12,650
    )
    
    
    
    
    
    
    
    
    
    
    (10,991
    )Deferred income taxes
    
    
    
    
    
    
    943
    
    
    
    
    
    
    
    
    
    
    
    1,110Change in accumulated other
comprehensive income
    
    
    
    
    
    $
    4,392
    
    
    
    
    
    
    
    
    
    
    $
    4,109
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Income Taxes
   Net Income
   Liquidity and Capital Resources
   Increase(in thousands)
    
    June 30, 2009
    
    
    December 31, 2008
    
    
    (Decrease)Cash and cash equivalents
    
    $
    120,119
    
    
    $
    59,425
    
    
    $
    60,694Investment securities
    
    
    191,701
    
    
    
    173,155
    
    
    
    18,546Derivatives, net
    
    
    (2,132
    )
    
    
    14,288
    
    
    
    (16,420
    )Partnership investments, net of non-controlling interests
    
    
    31,092
    
    
    
    27,182
    
    
    
    3,910Total corporate investment portfolio
    
    $
    340,780
    
    
    $
    274,050
    
    
    $
    66,730
  Increase(in thousands)
    
    (Decrease)Net realized and unrealized gains and (losses) on investment securities:Mutual funds and common stock
    
    $
    16,994Partnership investments, net of non-controlling interests ownership
    
    
    3,910Equity option contracts
    
    
    (1,139
    )Other net cash generated by business activities
    
    
    46,965$
    66,730
 -22-




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##### Table of Contents



Results as ofCovenant
    
    June 30, 2009EBITDA/interest expense  not less than 3.0
    
    
    6.96Debt/EBITDA  not more than 3.0
    
    
    0.91Investment coverage ratio  not less than 1.175
    
    
    1.83Net worth  not less than $160 million
    

    $246
    million
  June 30,
    
    December 31,(in thousands)
    
    2009
    
    2008Statements of financial condition data:Cash and cash equivalents
    
    $
    120,119
    
    
    $
    59,425Receivables
    
    
    23,018
    
    
    
    20,049Investment securities
    
    
    191,701
    
    
    
    173,155Derivatives, net
    
    
    (2,132
    )
    
    
    14,288Partnership investments
    
    
    32,570
    
    
    
    28,471Deferred tax assets, net
    
    
    93,428
    
    
    
    95,606Deferred sales commissions
    
    
    14,566
    
    
    
    18,414Long-term debt
    
    
    125,000
    
    
    
    125,000
  June 30,(in thousands)
    
    2009
    
    2008Cash flow data:Net cash provided by operating activities
    
    $
    58,916
    
    
    $
    76,316Net cash provided by investing activities
    
    
    13,730
    
    
    
    110,505Net cash used in financing activities
    
    
    (11,644
    )
    
    
    (89,598
    )
  -23-




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##### Table of Contents



Recently Issued Accounting Pronouncements
 Amendments to FASB Interpretation No. 46(R)
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162,
 Critical Accounting Policies
  Forward-Looking Information
   Risk Factors
 -24-




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   -25-




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Class A Share
    
    Class B Share
    
    Class A Share
    
    Class B ShareElection of:
    
    Votes For
    
    Votes For
    
    Votes Withheld
    
    Votes WithheldJohn P. Calamos, Sr.
    
    
    n/a
    
    
    
    783,700,023
    
    
    
    n/a
    
    
    
    0Nick P. Calamos
    
    
    n/a
    
    
    
    783,700,023
    
    
    
    n/a
    
    
    
    0G. Bradford Bulkley
    
    
    14,669,577
    
    
    
    783,700,023
    
    
    
    3,080,867
    
    
    
    0Mitchell S. Feiger
    
    
    14,657,105
    
    
    
    783,700,023
    
    
    
    3,092,867
    
    
    
    0Richard W. Gilbert
    
    
    14,667,117
    
    
    
    783,700,023
    
    
    
    3,082,855
    
    
    
    0Arthur L. Knight
    
    
    10,789,550
    
    
    
    783,700,023
    
    
    
    6,960,422
    
    
    
    0
   -26-




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##### Table of Contents



Item 6. Exhibits
 3(i)
    
    Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March 13,
2009).3(ii)
    
    Second Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 13, 2009).4.1
    
    Stockholders Agreement among John P. Calamos, Sr., Nick P. Calamos and John
P. Calamos, Jr., certain trusts controlled by them, Calamos Family Partners,
Inc. and the Registrant (incorporated by reference to Exhibit 4.1 to the
Registrants Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 3, 2004).4.2
    
    Registration Rights Agreement between Calamos Family Partners, Inc., John P.
Calamos, Sr. and the Registrant (incorporated by reference to Exhibit 4.2 to
the Registrants Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on December 3, 2004).10.1
    
    Calamos Asset Management, Inc. Incentive Compensation Plan,
as amended effective May 22, 2009 (incorporated by reference to
Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 27, 2009).31.1
    
    Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.31.2
    
    Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 -27-




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##### Table of Contents



SIGNATURES
  CALAMOS ASSET MANAGEMENT, INC.
                    (Registrant)Date:  August 7, 2009
    By:
    /s/ Cristina WasiakCristina WasiakChief Financial Officer -28-