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:
 March 31, 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.
 (Exact Name of Registrant as Specified in its Charter)
 
 Delaware
    
    32-0122554(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)2020 Calamos Court, Naperville, Illinois
    
    60563(Address of Principal Executive Offices)
    
    (Zip Code)
 (630) 245-7200
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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 6. ExhibitsSIGNATURES 
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share data)
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETS:Current assetsCash and cash equivalents
    
    $
    97,818
    
    
    $
    59,425Receivables:Affiliates and affiliated funds
    
    
    12,932
    
    
    
    13,187Customers
    
    
    6,838
    
    
    
    6,862Investment securities
    
    
    170,104
    
    
    
    173,155Derivative assets
    
    
    8,780
    
    
    
    14,288Partnership investments
    
    
    28,750
    
    
    
    28,471Prepaid expenses
    
    
    4,016
    
    
    
    2,607Deferred tax assets, net
    
    
    12,993
    
    
    
    11,837Other assets
    
    
    12,189
    
    
    
    21,766Total current assets
    
    
    354,420
    
    
    
    331,598Non-current assetsDeferred tax assets, net
    
    
    80,218
    
    
    
    83,769Deferred sales commissions
    
    
    15,093
    
    
    
    18,414Property and equipment, net of accumulated depreciation ($34,153 at 3/31/09
and $31,719 at 12/31/08)
    
    
    38,757
    
    
    
    41,058Other non-current assets
    
    
    937
    
    
    
    1,034Total non-current assets
    
    
    135,005
    
    
    
    144,275Total assets
    
    
    489,425
    
    
    
    475,873LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilitiesAccounts payable:Brokers
    
    
    9,308
    
    
    
    10,239Affiliates and affiliated funds
    
    
    226
    
    
    
    283Accrued compensation and benefits
    
    
    5,447
    
    
    
    10,419Interest payable
    
    
    1,968
    
    
    
    3,025Derivative liabilities
    
    
    2,685
    
    
    
    Accrued expenses and other current liabilities
    
    
    6,361
    
    
    
    5,889Total current liabilities
    
    
    25,995
    
    
    
    29,855Long-term liabilitiesLong-term debt
    
    
    125,000
    
    
    
    125,000Other long-term liabilities
    
    
    9,778
    
    
    
    9,971Total long-term liabilities
    
    
    134,778
    
    
    
    134,971Total liabilities
    
    
    160,773
    
    
    
    164,826Stockholders equity:Class A Common Stock, $0.01 par value; authorized 600,000,000 shares;
23,621,037 shares issued and 19,621,037 shares outstanding at March 31, 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
    
    
    208,272
    
    
    
    207,844Retained earnings
    
    
    40,283
    
    
    
    38,010Accumulated other comprehensive income (loss)
    
    
    (384
    )
    
    
    (101
    )Treasury stock at cost; 4,000,000 shares at March 31, 2009 and December 31, 2008
    
    
    (95,215
    )
    
    
    (95,215
    )Calamos Asset Management, Inc. stockholders equity
    
    
    153,192
    
    
    
    150,773Non-controlling interest in partnerships
    
    
    1,320
    
    
    
    1,289Non-controlling interest in Calamos Holdings LLC
    
    
    174,140
    
    
    
    158,985Total non-controlling interest
    
    
    175,460
    
    
    
    160,274Total stockholders equity
    
    
    328,652
    
    
    
    311,047Total liabilities and stockholders equity
    
    $
    489,425
    
    
    $
    475,873
  -2-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONSThree Months Ended March 31, 2009 and 2008(in thousands, except share data)(unaudited)
 2009
    
    
    2008Revenues:Investment management fees
    
    $
    42,001
    
    
    $
    77,274Distribution and underwriting fees
    
    
    17,028
    
    
    
    32,470Other
    
    
    540
    
    
    
    949Total revenues
    
    
    59,569
    
    
    
    110,693Expenses:Employee compensation and benefits
    
    
    18,091
    
    
    
    23,460Distribution and underwriting expense
    
    
    12,478
    
    
    
    24,158Amortization of deferred sales commissions
    
    
    4,654
    
    
    
    6,120Marketing and sales promotion
    
    
    2,522
    
    
    
    3,036General and administrative
    
    
    8,634
    
    
    
    9,490Total operating expenses
    
    
    46,379
    
    
    
    66,264Operating income
    
    
    13,190
    
    
    
    44,429Non-operating income (loss):Net interest income (expense)
    
    
    (1,786
    )
    
    
    (7,254
    )Investment and other income (loss)
    
    
    14,071
    
    
    
    (46,774
    )Total non-operating income (loss)
    
    
    12,285
    
    
    
    (54,028
    )Income (loss) before income taxes
    
    
    25,475
    
    
    
    (9,599
    )Income taxes
    
    
    2,417
    
    
    
    303Net income (loss)
    
    
    23,058
    
    
    
    (9,902
    )Net (income) loss attributable to non-controlling interest in partnership
investments
    
    
    (31
    )
    
    
    12,459Net income attributable to non-controlling interest in Calamos Holdings LLC
    
    
    (19,675
    )
    
    
    ( 2,108
    )Net income attributable to Calamos Asset Management, Inc.
    
    $
    3,352
    
    
    $
    449Earnings per shareBasic
    
    $
    0.17
    
    
    $
    0.02Diluted
    
    $
    0.17
    
    
    $
    0.02Weighted average shares outstandingBasic
    
    
    19,606,936
    
    
    
    20,337,038Diluted (1)
    
    
    19,751,288
    
    
    
    97,621,495Cash dividends per share
    
    $
    0.055
    
    
    $
    0.11
 
 (1) See note 7 to the consolidated financial statements.  -3-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITYThree Months Ended March 31, 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
    
    
    
    
    
    
    
    
    
    
    3,352
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    19,675
    
    
    
    23,058Changes in unrealized
gains (losses) on
available-for-sale
securities, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (283
    )
    
    
    
    
    
    
    
    
    
    
    (1,659
    )
    
    
    (1,942
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,116Issuance of common
stock (123,350 Class A
common shares)
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative impact of
changes in ownership of
Calamos Holdings LLC
    
    
    
    
    
    
    10
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (320
    )
    
    
    (311
    )Compensation expense
recognized under stock
incentive plans
    
    
    
    
    
    
    419
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,540
    
    
    
    1,959Dividends declared
    
    
    
    
    
    
    
    
    
    
    (1,078
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,081
    )
    
    
    (5,159
    )Balance at March 31,
2009
    
    $
    236
    
    
    $
    208,272
    
    
    $
    40,283
    
    
    $
    (384
    )
    
    $
    (95,215
    )
    
    $
    1,320
    
    
    
    174,140
    
    
    $
    328,652
  -4-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 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 attributable to Calamos Asset Management, Inc.
    
    
    3,352
    
    
    
    449Adjustments to reconcile net income to net cash provided by
operating activities:Non-controlling interest in Calamos Holdings LLC
    
    
    19,675
    
    
    
    2,108Non-controlling interest in partnership investments
    
    
    31
    
    
    
    (12,459
    )Amortization of deferred sales commissions
    
    
    4,654
    
    
    
    6,120Other depreciation and amortization
    
    
    2,468
    
    
    
    2,599Net unrealized depreciation on CFS securities, derivative
assets, derivative liabilities and partnership investments
    
    
    7,789
    
    
    
    49,692Net realized gain on sale of investment securities,
derivative assets and derivative liabilities
    
    
    (20,788
    )
    
    
    Deferred taxes
    
    
    2,426
    
    
    
    (272
    )Stock-based compensation
    
    
    1,959
    
    
    
    1,779Employee taxes paid on vesting under stock incentive plans
    
    
    (175
    )
    
    
    (1,715
    )(Increase) decrease in assets:Accounts receivable:Affiliates and affiliated mutual funds
    
    
    255
    
    
    
    3,716Customers
    
    
    24
    
    
    
    1,426Deferred sales commissions
    
    
    (1,333
    )
    
    
    (2,822
    )Other assets
    
    
    7,999
    
    
    
    (1,905
    )Decrease in liabilities:Accounts payable
    
    
    (988
    )
    
    
    (2,610
    )Accrued compensation and benefits
    
    
    (4,972
    )
    
    
    (20,595
    )Other liabilities and accrued expenses
    
    
    (679
    )
    
    
    (5,270
    )Net cash provided by operating activities
    
    
    21,697
    
    
    
    20,241Cash flows provided by (used in) investing activities:Net additions to property and equipment
    
    
    (136
    )
    
    
    (2,533
    )Net (purchases) sales of investment securities, derivative assets and
derivative liabilities
    
    
    21,973
    
    
    
    (1,252
    )Net changes in partnership investments
    
    
    (118
    )
    
    
    (688
    )Net cash provided by (used in) investing activities
    
    
    21,719
    
    
    
    (4,473
    )Cash flows used in financing activities:Deferred tax benefit on vesting under stock incentive plans
    
    
    136
    
    
    
    192Repurchase of common stock
    
    
    
    
    
    
    (21,949
    )Cash dividends paid to non-controlling shareholders
    
    
    (4,081
    )
    
    
    (31,185
    )Cash dividends paid to common shareholders
    
    
    (1,078
    )
    
    
    (2,211
    )Net cash used in financing activities
    
    
    (5,023
    )
    
    
    (55,153
    )Net increase (decrease) in cash
    
    
    38,393
    
    
    
    (39,385
    )Cash and cash equivalents at end of period
    
    $
    97,818
    
    
    $
    69,056
  -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
  March 31, 2009Available-for-
    
    
    CFS
    
    
    Total(in thousands)
    
    Sale
    
    
    Securities
    
    
    SecuritiesMutual FundsEquity
    
    $
    65,117
    
    
    $
    31,058
    
    
    $
    96,175Balanced
    
    
    425
    
    
    
    
    
    
    
    425Fixed income
    
    
    72,839
    
    
    
    
    
    
    
    72,839High yield
    
    
    390
    
    
    
    
    
    
    
    390Other
    
    
    171
    
    
    
    
    
    
    
    171Total mutual funds
    
    
    138,942
    
    
    
    31,058
    
    
    
    170,000Other investment securities
    
    
    
    
    
    
    104
    
    
    
    104$
    138,942
    
    
    $
    31,162
    
    
    $
    170,104December 31, 2008Available-for-
    
    
    CFS
    
    
    Total(in thousands)
    
    Sale
    
    
    Securities
    
    
    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 March 31,(in thousands)
    
    2009
    
    
    2008Available-for-sale securities:Proceeds from sale
    
    
    
    
    
    
    Gross realized gains on sales
    
    
    
    
    
    
    Gross realized losses on sales
    
    
    
    
    
    
    Unrealized gains (losses)
    
    
    (2,109
    )
    
    
    (39,216
    )Net gains (losses) reclassified out of accumulated other
comprehensive income to earnings
    
    
    
    
    
    
    CFS securities:Unrealized gains (losses)
    
    
    (1,640
    )
    
    
    (573
    )
  March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008Total cumulative unrealized gains on available-for-sale securities
with net gains:Mutual FundsEquity
    
    $
    572
    
    
    $
    160Fixed income
    
    
    1,694
    
    
    
    1,681Total gains
    
    
    2,266
    
    
    
    1,841Total cumulative unrealized losses on available-for-sale securities
with net losses:Mutual
FundsEquity
    
    
    (2,249
    )
    
    
    (75
    )Balanced
    
    
    (367
    )
    
    
    (346
    )Fixed income
    
    
    (340
    )
    
    
    High yield
    
    
    (272
    )
    
    
    (272
    )Other
    
    
    (47
    )
    
    
    (46
    )Total losses
    
    
    (3,275
    )
    
    
    (739
    )Total cumulative net unrealized gains (losses) on available-for-sale securities
    
    $
    (1,009
    )
    
    $
    1,102
  -8-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  (4) Derivative Assets and Liabilities
   (5) Partnership Investments
  (in thousands)
    
    March 31,
2009
    
    
    December 31,
2008Calamos Market Neutral Opportunities Fund LP:Securities owned
    
    
    25,249
    
    
    
    27,038Securities sold but not yet purchased
    
    
    (5,498
    )
    
    
    (5,697
    )Accrued expenses and other current liabilities
    
    
    (4,776
    )
    
    
    (7,525
    )Other current assets
    
    
    366
    
    
    
    886Calamos Market Neutral Opportunities Fund LP securities, net
    
    
    15,341
    
    
    
    14,702Investment in other partnerships
    
    
    13,409
    
    
    
    13,769Partnership investments
    
    $
    28,750
    
    
    $
    28,471
   -9-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (6) Fair Value Measurements
   Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    Unobservable(in thousands)
    
    March 31,
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Investment securities (note 3)
    
    $
    170,104
    
    
    $
    170,104
    
    
    $
    
    
    
    $
    Derivative assets (note 4)
    
    
    8,780
    
    
    
    8,780
    
    
    
    
    
    
    
    Derivative liabilities (note 4)
    
    
    (2,685
    )
    
    
    (2,685
    )
    
    
    
    
    
    
    Securities owned by Partnership
Investments (note 5)
    
    
    25,249
    
    
    
    6,705
    
    
    
    18,544
    
    
    
    Securities sold but not yet purchased
(note 5)
    
    
    (5,498
    )
    
    
    (5,314
    )
    
    
    (184
    )
    
    
    Total
    
    $
    195,950
    
    
    $
    177,590
    
    
    $
    18,360
    
    
    $
    
 (7) Earnings Per Share
  Three Months EndedMarch 31,(in thousands, except per share data)
    
    2009
    
    
    2008Earnings per share  basicEarnings available to common shareholders
    
    $
    3,352
    
    
    $
    449Weighted average shares outstanding
    
    
    19,607
    
    
    
    20,337Earnings per share  basic
    
    $
    0.17
    
    
    $
    0.02Earnings per share  dilutedIncome (loss) before income taxes
    
    
    
    
    
    $
    (9,599
    )Non-controlling interest in partnership investments
    
    
    
    
    
    
    12,459Less: Impact of income taxes
    
    
    
    
    
    
    1,153Earnings available to common shareholders
    
    $
    3,352
    
    
    $
    1,707Weighted average shares outstanding
    
    
    19,607
    
    
    
    20,337Exchange of Calamos Interests ownership for common
stock
    
    
    
    
    
    
    77,000Dilutive impact of restricted stock units
    
    
    144
    
    
    
    284Dilutive impact of stock options
    
    
    
    
    
    
    Weighted average shares outstanding
    
    
    19,751
    
    
    
    97,621Earnings per share  diluted
    
    $
    0.17
    
    
    $
    0.02
 -10-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Share-Based Payment
  Three Months EndedMarch 31,2009
    
    
    2008Exchange of Calamos Interests ownership
interest in Holdings for shares of Class A
common stock
    
    
    20,005,231
    
    
    
    Restricted stock units
    
    
    1,051,049
    
    
    
    205,637Stock options
    
    
    2,580,625
    
    
    
    2,583,262Total
    
    
    23,636,905
    
    
    
    2,788,899
  (8) Stock Based Compensation
   -11-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   (9) Income Taxes
  (10) Total Non-Operating Income (Loss) Net of Non-Controlling Interest in Partnerships
  Three Months EndedMarch 31,(in thousands)
    
    2009
    
    
    2008Interest income
    
    $
    164
    
    
    $
    847Interest expense
    
    
    (1,950
    )
    
    
    (8,101
    )Net interest income (expense)
    
    
    (1,786
    )
    
    
    (7,254
    )Investment income
    
    
    13,895
    
    
    
    (47,022
    )Miscellaneous other income
    
    
    176
    
    
    
    248Investment and other income (loss)
    
    
    14,071
    
    
    
    (46,774
    )Non-operating income (loss)
    
    
    12,285
    
    
    
    (54,028
    )Net (income) loss attributable to
non-controlling interest in partnership
investments
    
    
    (31
    )
    
    
    12,459Non-operating income (loss) net of non-
controlling interest in partnerships
    
    $
    12,254
    
    
    $
    (41,569
    )
 -12-




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##### 



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (11) 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,
 -13-




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
   March 31,(in millions)
    
    2009
    
    
    2008Mutual FundsOpen-end funds
    
    $
    13,331
    
    
    $
    23,784Closed-end funds
    
    
    3,759
    
    
    
    6,874Total mutual funds
    
    
    17,090
    
    
    
    30,658Separate AccountsInstitutional accounts
    
    
    3,572
    
    
    
    4,992Managed accounts
    
    
    2,807
    
    
    
    5,256Total separate accounts
    
    
    6,379
    
    
    
    10,248Total assets under management
    
    $
    23,469
    
    
    $
    40,906
   -14-




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##### 



Operating Results
 Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
 Assets Under Management
  Three Months EndedMarch 31,
    
    
    Change(in millions)
    
    2009
    
    
    2008
    
    
    Amount
    
    
    PercentMutual FundsBeginning assets under management
    
    $
    17,498
    
    
    $
    34,835
    
    
    $
    (17,337
    )
    
    
    (50
    )%Net redemptions
    
    
    (190
    )
    
    
    (449
    )
    
    
    259
    
    
    
    58Market appreciation (depreciation)
    
    
    (219
    )
    
    
    (3,728
    )
    
    
    3,509
    
    
    
    94Ending assets under management
    
    
    17,089
    
    
    
    30,658
    
    
    
    (13,569
    )
    
    
    (44
    )Average assets under management
    
    
    16,810
    
    
    
    31,403
    
    
    
    (14,593
    )
    
    
    (46
    )Separate AccountsBeginning assets under management
    
    
    6,542
    
    
    
    11,373
    
    
    
    (4,831
    )
    
    
    (42
    )Net purchases (redemptions)
    
    
    (241
    )
    
    
    106
    
    
    
    (347
    )
    
    
    
    *Market appreciation (depreciation)
    
    
    79
    
    
    
    (1,231
    )
    
    
    1,310
    
    
    
    
    *Ending assets under management
    
    
    6,380
    
    
    
    10,248
    
    
    
    (3,868
    )
    
    
    (38
    )Average assets under management
    
    
    6,295
    
    
    
    10,501
    
    
    
    (4,206
    )
    
    
    (40
    )Total Assets Under ManagementBeginning assets under management
    
    
    24,040
    
    
    
    46,208
    
    
    
    (22,168
    )
    
    
    (48
    )Net redemptions
    
    
    (431
    )
    
    
    (343
    )
    
    
    (88
    )
    
    
    (26
    )Market appreciation (depreciation)
    
    
    (140
    )
    
    
    (4,959
    )
    
    
    4,819
    
    
    
    97Ending assets under management
    
    
    23,469
    
    
    
    40,906
    
    
    
    (17,437
    )
    
    
    (43
    )Average assets under management
    
    $
    23,105
    
    
    $
    41,904
    
    
    $
    (18,799
    )
    
    
    (45
    )%
 
 *
    
    Not meaningful.   -15-




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##### 



Financial Overview
   Three Months Ended March 31,2009
    
    
    2008Distribution and underwriting fees
    
    $
    17,028
    
    
    $
    32,470Distribution and underwriting expense
    
    
    (12,478
    )
    
    
    (24,158
    )Amortization of deferred sales commissions
    
    
    (4,654
    )
    
    
    (6,120
    )Net distribution fees
    
    $
    (104
    )
    
    $
    2,192Net distribution fee margin
    
    
    (1
    )%
    
    
    7
    %
   Revenues
  Three Months Ended March 31,
    
    
    Change(in thousands)
    
    2009
    
    
    2008
    
    
    Amount
    
    
    PercentInvestment management fees
    
    $
    42,001
    
    
    $
    77,274
    
    
    $
    (35,273
    )
    
    
    (46
    )%Distribution and underwriting fees
    
    
    17,028
    
    
    
    32,470
    
    
    
    (15,442
    )
    
    
    (48
    )Other
    
    
    540
    
    
    
    949
    
    
    
    (409
    )
    
    
    (43
    )Total revenues
    
    $
    59,569
    
    
    $
    110,693
    
    
    $
    (51,124
    )
    
    
    (46
    )%
  -16-




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##### 



Operating Expenses
  Three Months Ended March 31,
    
    
    Change(in thousands)
    
    2009
    
    
    2008
    
    
    Amount
    
    
    PercentEmployee compensation and benefits
    
    $
    18,091
    
    
    $
    23,460
    
    
    $
    (5,369
    )
    
    
    (23
    )%Distribution and underwriting expense
    
    
    12,478
    
    
    
    24,158
    
    
    
    (11,680
    )
    
    
    (48
    )Amortization of deferred sales
commissions
    
    
    4,654
    
    
    
    6,120
    
    
    
    (1,466
    )
    
    
    (24
    )Marketing and sales promotion
    
    
    2,522
    
    
    
    3,036
    
    
    
    (514
    )
    
    
    (17
    )General and administrative
    
    
    8,634
    
    
    
    9,490
    
    
    
    (856
    )
    
    
    (9
    )Total operating expenses
    
    $
    46,379
    
    
    $
    66,264
    
    
    $
    (19,885
    )
    
    
    (30
    )%
      -17-




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##### 



Non-Operating Income (Loss) Net of Non-Controlling Interest in Partnerships
  Three Months EndedMarch 31,(in thousands)
    
    2009
    
    
    2008
    
    
    ChangeInterest income
    
    $
    164
    
    
    $
    847
    
    
    $
    (683
    )Interest expense
    
    
    (1,950
    )
    
    
    (8,101
    )
    
    
    6,151Net interest income (expense)
    
    
    (1,786
    )
    
    
    (7,254
    )
    
    
    5,468Investment income
    
    
    13,895
    
    
    
    (47,022
    )
    
    
    60,917Miscellaneous other income
    
    
    176
    
    
    
    248
    
    
    
    (72
    )Investment and other income (loss)
    
    
    14,071
    
    
    
    (46,774
    )
    
    
    60,845Non-operating income (loss)
    
    
    12,285
    
    
    
    (54,028
    )
    
    
    66,313Net (income) loss attributable to non-controlling
interest in partnership investments
    
    
    (31
    )
    
    
    12,459
    
    
    
    (12,490
    )Non-operating income (loss) net of non-
controlling interest in partnerships
    
    $
    12,254
    
    
    $
    (41,569
    )
    
    $
    53,823
    AccumulatedOtherNon-Operating
    
    
    Comprehensive(in thousands)
    
    Income (Loss)
    
    
    Income (Loss)
    
    
    TotalMutual funds and common stock
    
    $
    (942
    )
    
    $
    (2,109
    )
    
    $
    (3,051
    )Partnership investments
    
    
    288
    
    
    
    
    
    
    
    288Equity option contracts
    
    
    14,549
    
    
    
    
    
    
    
    14,549Miscellaneous and other income
    
    
    176
    
    
    
    
    
    
    
    176$
    14,071
    
    
    $
    (2,109
    )
    
    $
    11,962Less: Non-controlling interest in Calamos Holdings LLC
    
    
    
    
    
    
    1,659Deferred income taxes
    
    
    
    
    
    
    167Change in
accumulated other comprehensive income (loss)
    
    
    
    
    
    $
    (283
    )
 -18-




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##### 



Income Taxes
  Per Share Results
     Liquidity and Capital Resources
   Increase(in thousands)
    
    March 31, 2009
    
    
    December 31, 2008
    
    
    (Decrease)Cash and cash equivalents
    
    $
    97,818
    
    
    $
    59,425
    
    
    $
    38,393Investment securities
    
    
    170,104
    
    
    
    173,155
    
    
    
    (3,051
    )Derivatives,
net
    
    
    6,095
    
    
    
    14,288
    
    
    
    (8,193
    )Partnership investments
    
    
    28,750
    
    
    
    28,471
    
    
    
    279Total cash, cash equivalents and corporate investments
    
    $
    302,767
    
    
    $
    275,339
    
    
    $
    27,428
 -19-




---



##### 



Increase(in thousands)
    
    (Decrease)Net realized and unrealized gains and (losses) on
investment securities:Mutual funds
and common stock
    
    $
    (3,820
    )Equity option contracts
    
    
    14,549Other net cash generated by business activities
    
    
    16,699$
    27,428
   Results as ofCovenant
    
    March 31, 2009EBITDA/interest expense  not less than 3.0
    
    
    6.54Debt/EBITDA  not more than 3.0
    
    
    0.74Investment coverage ratio  not less than 1.175
    
    
    2.41Net worth (in millions)  not less than $160 million
    
    $222
    million
  March 31,
    
    December 31,(in thousands)
    
    2009
    
    2008Statements of financial condition data:Cash and cash equivalents
    
    $
    97,818
    
    
    $
    59,425Receivables
    
    
    19,770
    
    
    
    20,049Investment securities
    
    
    170,104
    
    
    
    173,155Derivatives,
net
    
    
    6,095
    
    
    
    14,288Partnership investments
    
    
    28,750
    
    
    
    28,471Deferred tax assets, net
    
    
    93,211
    
    
    
    95,606Deferred sales commissions
    
    
    15,093
    
    
    
    18,414Long-term debt
    
    
    125,000
    
    
    
    125,000
  March 31,(in thousands)
    
    2009
    
    
    2008Cash flow data:Net cash provided by operating activities
    
    $
    21,697
    
    
    $
    20,241Net cash provided by (used in) investing
activities
    
    
    21,719
    
    
    
    (4,473
    )Net cash used in financing activities
    
    
    (5,023
    )
    
    
    (55,153
    )
  -20-




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##### 



Recently Issued Accounting Pronouncements
 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,
 Critical Accounting Policies
  Forward-Looking Information
    -21-




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##### 



Risk Factors
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   -22-




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##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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 Current 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 Current 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).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.
 -23-




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##### 



SIGNATURES
  CALAMOS ASSET MANAGEMENT,
INC.(Registrant)Date:  May 11, 2009
    By:
    /s/ Cristina WasiakCristina WasiakChief Financial Officer -24-