##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-Q
  þ
    
    QUARTERLY REPORT UNDER 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
 For the transition period from               to
 Commission file number: 000-53352
 Titanium Asset Management Corp.
  Delaware
    
    20-8444031(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)777 E. Wisconsin AvenueMilwaukee, Wisconsin
    
    53202-5310(Address of principal executive offices)
    
    (Zip Code)
 (414) 765-1980
( )
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4T. Controls and Procedures
    
    
    17PART II. OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1
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PART
I. FINANCIAL INFORMATION
 
 Item 1.
Financial Statements
 Titanium Asset Management Corp.
Condensed Consolidated Balance Sheets
 March 31,
    
    December 31,2009
    
    2008(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    8,212,000
    
    
    $
    18,753,000Securities available for sale
    
    
    12,209,000
    
    
    
    10,683,000Accounts receivable
    
    
    3,727,000
    
    
    
    4,041,000Other current assets
    
    
    1,441,000
    
    
    
    1,420,000Total current assets
    
    
    25,589,000
    
    
    
    34,897,000Securities available for sale
    
    
    587,000
    
    
    
    672,000Property and equipment, net
    
    
    501,000
    
    
    
    456,000Goodwill
    
    
    32,731,000
    
    
    
    32,757,000Intangible assets, net
    
    
    31,263,000
    
    
    
    32,206,000Deferred income taxes
    
    
    4,883,000
    
    
    
    4,202,000Total assets
    
    $
    95,554,000
    
    
    $
    105,190,000Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    448,000
    
    
    $
    663,000Acquisition payments due
    
    
    939,000
    
    
    
    8,145,000Other current liabilities
    
    
    1,755,000
    
    
    
    1,789,000Total current liabilities
    
    
    3,142,000
    
    
    
    10,597,000Acquisition payments due
    
    
    960,000
    
    
    
    1,889,000Total liabilities
    
    
    4,102,000
    
    
    
    12,486,000Commitments and contingenciesStockholders equityCommon stock, $0.0001 par value; 54,000,000 shares
authorized; 20,509,502 and 20,464,002 shares issued
and outstanding at March 31, 2009 and December 31,
2008, respectively
    
    
    2,000
    
    
    
    2,000Restricted common stock, $0.0001 par value; 720,000
shares authorized; 612,716 issued and outstanding at
March 31, 2009 and December 31, 2008
    
    
    
    
    
    
    Preferred stock, $0.0001 par value; 1,000,000 shares
authorized; none issued
    
    
    
    
    
    
    Additional paid-in capital
    
    
    99,560,000
    
    
    
    99,462,000Accumulated deficit
    
    
    (8,138,000
    )
    
    
    (6,597,000
    )Other comprehensive income (loss)
    
    
    28,000
    
    
    
    (163,000
    )Total stockholders equity
    
    
    91,452,000
    
    
    
    92,704,000Total liabilities and stockholders equity
    
    $
    95,554,000
    
    
    $
    105,190,000
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Titanium Asset Management Corp.
Condensed Consolidated Statement of Operations
(unaudited)
 Three Months
    
    Three MonthsEnded
    
    EndedMarch 31,
    
    March 31,2009
    
    2008Fee income
    
    $
    4,896,000
    
    
    $
    2,220,000Operating expenses:Administrative
    
    
    6,017,000
    
    
    
    1,893,000Amortization of intangible assets
    
    
    943,000
    
    
    
    809,000Total operating expenses
    
    
    6,960,000
    
    
    
    2,702,000Operating loss
    
    
    (2,064,000
    )
    
    
    (482,000
    )Other incomeInterest income
    
    
    120,000
    
    
    
    496,000Interest expense
    
    
    (14,000
    )
    
    
    Recognized loss on investment in commingled fund
    
    
    (381,000
    )
    
    
    Income (loss) before taxes
    
    
    (2,339,000
    )
    
    
    14,000Income tax expense (benefit)
    
    
    (798,000
    )
    
    
    10,000Net income (loss)
    
    $
    (1,541,000
    )
    
    $
    4,000Earnings (loss) per shareBasic
    
    $
    (0.08
    )
    
    $
    Diluted
    
    $
    (0.08
    )
    
    $
    Weighted average number of common shares outstanding:Basic
    
    
    20,546,491
    
    
    
    20,451,501Diluted
    
    
    20,546,491
    
    
    
    26,267,104
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Titanium Asset Management Corp.
Condensed Consolidated Statement of Cash Flows
(unaudited)
 Three Months
    
    Three Monthsended
    
    endedMarch 31,
    
    March 31,2009
    
    2008Cash flows from operating activitiesNet income (loss)
    
    $
    (1,541,000
    )
    
    $
    4,000Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    972,000
    
    
    
    812,000Noncash share compensation
    
    
    98,000
    
    
    
    Accretion of acquisition payments
    
    
    10,000
    
    
    
    Recognized loss on investment
    
    
    381,000
    
    
    
    Deferred income taxes
    
    
    (798,000
    )
    
    
    (59,000
    )Changes in assets and liabilities:Decrease in accounts receivable
    
    
    403,000
    
    
    
    82,000Increase in other current assets
    
    
    (24,000
    )
    
    
    (256,000
    )Decrease in accounts payable
    
    
    (221,000
    )
    
    
    (70,000
    )Increase in other current liabilities
    
    
    (63,000
    )
    
    
    656,000Net cash provided by (used in) operating activities
    
    
    (783,000
    )
    
    
    1,169,000Cash flows from investing activitiesPurchases of property and equipment
    
    
    (93,000
    )
    
    
    Cash and cash equivalents held in (released from) trust
    
    
    
    
    
    
    55,587,000Net purchases of short-term securities available for sale
    
    
    (1,514,000
    )
    
    
    Cash paid for acquisition of subsidiaries, net of cash acquired
    
    
    (6,000
    )
    
    
    (31,226,000
    )Net cash provided by (used in) investing activities
    
    
    (1,613,000
    )
    
    
    24,361,000Cash flows from financing activitiesPayment of deferred acquisition payments
    
    
    (8,145,000
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (10,541,000
    )
    
    
    25,530,000Cash and cash equivalents:Beginning
    
    
    18,753,000
    
    
    
    19,388,000Ending
    
    $
    8,212,000
    
    
    $
    44,918,000Supplemental disclosure of cash flow informationIncome taxes paid
    
    $
    
    
    
    $
    598,000Supplemental disclosure of non-cash investing and financing activitiesPaid-in
capital attributed to common stock repurchase rights not executed
    
    $
    
    
    
    $
    55,587,000Payable for common stock repurchases
    
    $
    
    
    
    $
    12,017,000Payments due in connection with acquisitions
    
    $
    
    
    
    $
    1,903,000
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Titanium Asset Management Corp.
Notes to Condensed Consolidated Financial Statements
(unaudited)
 Note 1  General
     Note 2  Adoption of New Accounting Standards
   
    
    Statement of Financial Accounting Standard (FAS) No. 141 (revised 2007), Business
Combinations(FAS 141(R)) and FAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an amendment of Accounting Research Bulletin No. 51 (FAS 160). The
adoption of FAS 141(R) and FAS 160 did not have a material impact on the Companys condensed
consolidated financial statements as of January 1, 2009. FAS 141(R) will require the
expensing of acquisition costs incurred in future acquisitions and contingent consideration
will be recorded at the acquisition date for future acquisitions.
    
    Financial Accounting Standards Board (FASB) Staff Position No. FAS 142-3, Determination
of the Useful Life of Intangible Assets(FSP FAS 142-3). The adoption of FSP FAS 142-3 did
not have an impact on the Companys condensed consolidated financial statements.
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##### Table of Contents



Note 2  Adoption of New Accounting Standards (continued)
 
 
    
    FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FAS No. 133
    
    FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157(FSP FAS
157-2), to partially defer FAS No. 157, Fair Value Measurements(FAS 157)
    
    FASB Staff Position No. FAS 157-4, 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.This FASB Staff Position provides additional guidance for estimating
fair value in accordance with FAS 157, Fair Value Measurements, when the volume and level of
activity for the asset or liability have significantly decreased.
    
    FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments.This FASB Staff Position amends the other-than-temporary
impairment guidance for debt securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and equity
securities in the financial statements.
  
    
    FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles(FAS 162). FAS
162 identifies the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements for non-governmental entities that
are presented in conformity with accounting principles generally accepted in the United States
of America. FAS 162 will be effective 60 days after the SEC approves the Public Company
Accounting Oversight Boards amendments to AU Section 411. The Company does not anticipate
the adoption of FAS 162 will have an impact its consolidated financial statements.
 Note 3  Comprehensive Income (Loss)
  Three months
    
    Three monthsended
    
    endedMarch 31, 2009
    
    March 31, 2008Net income (loss)
    
    $
    (1,541,000
    )
    
    $
    4,000Unrealized gain, net of tax
    
    
    8,000
    
    
    
    Recognition of previously unrealized loss, net of tax
    
    
    183,000
    
    
    
    Comprehensive income (loss)
    
    $
    (1,350,000
    )
    
    $
    4,000
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Note 4  Goodwill and intangible assets
  Goodwill at December 31, 2008
    
    $
    32,757,000Adjustment to acquired Boyd assets and liabilities
    
    
    (26,000
    )Goodwill at March 31, 2009
    
    $
    32,731,000
  Intangible assets, net at December 31, 2008
    
    $
    32,206,000Amortization expense
    
    
    (943,000
    )Intangible assets, net at March 31, 2009
    
    $
    31,263,000
  March 31, 2009
    
    December 31, 2008Accumulated
    
    
    
    
    
    
    
    
    
    AccumulatedCost
    
    Amortization
    
    Net
    
    Cost
    
    Amortization
    
    Net(unaudited)(in thousands)Wood customer relationships
    
    $
    12,026
    
    
    $
    9,115
    
    
    $
    2,911
    
    
    $
    12,026
    
    
    $
    8,850
    
    
    $
    3,176Wood brand
    
    
    444
    
    
    
    167
    
    
    
    277
    
    
    
    444
    
    
    
    139
    
    
    
    305Sovereign customer relationships
    
    
    2,665
    
    
    
    1,072
    
    
    
    1,593
    
    
    
    2,665
    
    
    
    966
    
    
    
    1,699Sovereign non-compete agreement
    
    
    833
    
    
    
    416
    
    
    
    417
    
    
    
    833
    
    
    
    347
    
    
    
    486Sovereign brand
    
    
    181
    
    
    
    90
    
    
    
    91
    
    
    
    181
    
    
    
    76
    
    
    
    105NIS client referral relationship
    
    
    23,089
    
    
    
    1,540
    
    
    
    21,549
    
    
    
    23,089
    
    
    
    1,154
    
    
    
    21,935Boyd customer relationships
    
    
    4,500
    
    
    
    75
    
    
    
    4,425
    
    
    
    4,500
    
    
    
    
    
    
    
    4,500Totals
    
    $
    43,738
    
    
    $
    12,475
    
    
    $
    31,263
    
    
    $
    43,738
    
    
    $
    11,532
    
    
    $
    32,206
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Note 5  Investments
  March 31,
    
    December 31,2009
    
    2008(unaudited)Current portfolioCorporate bonds
    
    $
    12,209,000
    
    
    $
    10,683,000Noncurrent portfolioCommingled stock fund
    
    $
    587,000
    
    
    $
    672,000
   Note 6  Stockholders Equity
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Note 6  Share Capital (continued)
  Note 7 Earnings per Share
   Three months
    
    Three monthsended
    
    endedMarch 31, 2009
    
    March 31, 2008Basic EPS:Net income (loss)
    
    $
    (1,541,000
    )
    
    $
    4,000Weighted average shares of common stock outstanding
    
    
    20,354,491
    
    
    
    20,451,501Shares of common stock to be issued in Boyd acquisition
    
    
    192,000
    
    
    
    Basic weighted average shares of common stock outstanding
    
    
    20,546,491
    
    
    
    20,451,501Basic EPS
    
    $
    (0.08
    )
    
    $
    Diluted EPS:Net income (loss)
    
    $
    (1,541,000
    )
    
    $
    4,000Basic weighted average shares of common stock outstanding
    
    
    20,546,491
    
    
    
    20,451,501Shares of common stock issuable under warrants
    
    
    2,022,472
    
    
    
    5,815,603Shares of common stock under compensatory common stock grants
    
    
    21,024
    
    
    
    Diluted weighted average shares of common stock outstanding
    
    
    22,589,986
    
    
    
    26,267,104Diluted EPS
    
    $
    (0.08
    )
    
    $
    
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Note 8 Contingencies
  .
  9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD-LOOKING STATEMENTS
 This Quarterly Report on Form 10-Q, 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, Wood Asset Management, Inc. (Wood), Sovereign Holdings LLC (Sovereign), National
Investment Services, Inc. (NIS), and Boyd Watterson Asset Management, LLC (Boyd). We refer to
Wood, Sovereign, NIS and Boyd collectively as our subsidiaries. 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 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; problems experienced in the
acquisition or integration of target businesses; 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; or actions taken by Clal
Finance Ltd., (Clal), as our significant stockholder; factors listed under Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K); and other
factors listed in this Quarterly Report on Form 10-Q and from time to time in our other filings
with the Securities and Exchange Commission (SEC). 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, payment of deferred consideration for the purchase of our
subsidiaries 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.
  Overview
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Assets Under Management
  Wood
    
    Sovereign
    
    NIS
    
    Boyd
    
    Total(in millions)Balance at December 31, 2008
    
    $
    667.9
    
    
    $
    1,163.6
    
    
    $
    2,885.7
    
    
    $
    2,856.0
    
    
    $
    7,573.2New accounts
    
    
    2.7
    
    
    
    35.2
    
    
    
    26.3
    
    
    
    96.4
    
    
    
    160.6Terminated accounts
    
    
    (16.9
    )
    
    
    (42.8
    )
    
    
    (16.2
    )
    
    
    (34.8
    )
    
    
    (110.7
    )Other inflows (outflows) to (from)
existing accounts
    
    
    (1.1
    )
    
    
    25.5
    
    
    
    (154.0
    )
    
    
    129.8
    
    
    
    0.2Other activity, principally market movement
    
    
    (73.0
    )
    
    
    34.4
    
    
    
    13.0
    
    
    
    (25.5
    )
    
    
    (51.1
    )Balance at March 31, 2009
    
    $
    579.6
    
    
    $
    1,215.9
    
    
    $
    2,754.8
    
    
    $
    3,021.9
    
    
    $
    7,572.2% change from beginning balance
    
    
    (13
    %)
    
    
    4
    %
    
    
    (5
    %)
    
    
    6
    %
    
    
    
    %
   March 31, 2009
    
    December 31, 2008(in millions)
    
    % of total
    
    (in millions)
    
    % of totalU.S. fixed income
    
    $
    6,795.0
    
    
    
    89.7
    %
    
    $
    6,674.8
    
    
    
    88.2
    %U.S. equity
    
    
    758.5
    
    
    
    10.0
    %
    
    
    874.6
    
    
    
    11.5
    %International equity
    
    
    18.7
    
    
    
    0.3
    %
    
    
    23.8
    
    
    
    0.3
    %Balance at end of period
    
    $
    7,572.2
    
    
    
    100.0
    %
    
    $
    7,573.2
    
    
    
    100.0
    %
   March 31, 2009
    
    December 31, 2008(in millions)
    
    % of total
    
    (in millions)
    
    % of totalInstitutional  Retirement plans
    
    $
    3,498.9
    
    
    
    46.2
    %
    
    $
    3,633.3
    
    
    
    48.0
    %Institutional  Other
    
    
    2,359.1
    
    
    
    31.2
    %
    
    
    2,197.3
    
    
    
    29.0
    %Retail  Broker/dealer accounts
    
    
    968.9
    
    
    
    12.8
    %
    
    
    948.6
    
    
    
    12.5
    %Retail  Other
    
    
    745.3
    
    
    
    9.8
    %
    
    
    794.0
    
    
    
    10.5
    %Balance at end of period
    
    $
    7,572.2
    
    
    
    100.0
    %
    
    $
    7,573.2
    
    
    
    100.0
    %
 12




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Balance at December 31, 2008
    
    $
    806.2New accounts
    
    
    2.7Other activity, principally market movement
    
    
    16.9Balance at March 31, 2009
    
    $
    825.8% change from beginning balance
    
    
    3
    %
 Results of Operations
 Consolidated Results of Operations
  Three months
    
    
    Percent of
    
    
    Three months
    
    
    Percent ofended
    
    
    operating
    
    
    ended
    
    
    operatingMarch 31, 2009
    
    
    revenue
    
    
    March 31, 2008
    
    
    revenue(dollars in thousands, except for per share data)Operating revenues:Investment advisory fees
    
    $
    4,354,000
    
    
    
    88
    %
    
    $
    2,220,000
    
    
    
    100
    %Referral fees
    
    
    542,000
    
    
    
    12
    %
    
    
    
    
    
    
    Total operating
revenues
    
    
    4,896,000
    
    
    
    100
    %
    
    
    2,220,000
    
    
    
    100
    %Operating expenses:Administrative
    
    
    6,017,000
    
    
    
    123
    %
    
    
    1,893,000
    
    
    
    85
    %Amortization of
intangible assets
    
    
    943,000
    
    
    
    19
    %
    
    
    809,000
    
    
    
    37
    %Total operating
expenses
    
    
    6,960,000
    
    
    
    142
    %
    
    
    2,702,000
    
    
    
    122
    %Operating loss
    
    
    (2,064,000
    )
    
    
    (42
    %)
    
    
    (482,000
    )
    
    
    (22
    %)Interest income
    
    
    120,000
    
    
    
    2
    %
    
    
    496,000
    
    
    
    22
    %Interest expense
    
    
    (14,000
    )
    
    
    0
    %
    
    
    
    
    
    
    Recognized loss on investment
    
    
    (381,000
    )
    
    
    (8
    %)
    
    
    
    
    
    
    Income (loss) before taxes
    
    
    (2,339,000
    )
    
    
    (48
    %)
    
    
    14,000
    
    
    
    0
    %Income tax expense (benefit)
    
    
    (798,000
    )
    
    
    (17
    %)
    
    
    10,000
    
    
    
    0
    %Net income (loss)
    
    $
    (1,541,000
    )
    
    
    (31
    %)
    
    $
    4,000
    
    
    
    0
    %Earnings (loss) per shareBasic
    
    $
    (0.08
    )
    
    
    
    
    
    $
    Diluted
    
    $
    (0.08
    )
    
    
    
    
    
    $
    
 13




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##### Table of Contents



Operating Revenues
  Three months
    
    
    Three monthsended
    
    
    endedMarch 31, 2009
    
    
    March 31, 2008Wood
    
    $
    657,000
    
    
    $
    1,312,000Sovereign
    
    
    602,000
    
    
    
    908,000NIS
    
    
    1,796,000
    
    
    
    Boyd
    
    
    1,299,000
    
    
    
    Total
    
    $
    4,354,000
    
    
    $
    2,220,000
      Operating Expenses
    14




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##### Table of Contents



Liquidity and Capital Resources
   15




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##### Table of Contents



Critical Accounting Policies
  Recent Accounting Pronouncements
  
    
    Statement of Financial Accounting Standards (FAS) No. 141(R) (revised 2007), Business
Combinations(FAS 141(R)) and FAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an amendment of Accounting Research Bulletin No. 51 (FAS 160). The
adoption of FAS 141(R) and FAS 160 did not have a material impact on our condensed
consolidated financial statements as of January 1, 2009. FAS 141(R) will require the
expensing of acquisition costs incurred in future acquisitions and contingent consideration
will be recorded at the acquisition date for future acquisitions.
    
    Financial Accounting Standards Board (FASB) Staff Position No. FAS 142-3, Determination
of the Useful Life of Intangible Assets(FSP FAS 142-3). The adoption of FSP FAS 142-3 did
not have an impact on our condensed consolidated financial statements.
 16




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##### Table of Contents




    
    FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FAS No. 133
    
    FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, to partially
defer FAS No. 157, Fair Value Measurements(FAS 157)
    
    FASB Staff Position No. FAS 157-4, 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.This FASB Staff Position provides additional guidance for estimating
fair value in accordance with FAS 157, Fair Value Measurements, when the volume and level of
activity for the asset or liability have significantly decreased.
    
    FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments.This FASB Staff Position amends the other-than-temporary
impairment guidance for debt securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and equity
securities in the financial statements.
  
    
    FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. FAS 162 identifies
the sources of accounting principles and the framework for selecting the principles used in
the preparation of financial statements for non-governmental entities that are presented in
conformity with accounting principles generally accepted in the United States of America. FAS
162 will be effective 60 days after the SEC approves the Public Company Accounting Oversight
Boards amendments to AU Section 411. We do not anticipate the adoption of FAS 162 will have
an impact on our condensed consolidated financial statements.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
 17




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit Number
    
    Description31.1
    
    
    Chief Executive Officer Certification pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.31.2
    
    
    Chief Financial Officer Certification pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.99.1
    
    
    Press release of Titanium Asset Management to the AIM, a
market operated by the London Stock Exchange, dated May 12,
2009
 18




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##### Table of Contents



SIGNATURES
  TITANIUM ASSET MANAGEMENT CORP.May 12, 2009
    By:
    /s/ Nigel WightmanName:
    Nigel WightmanTitle:
    Chairman and Chief Executive OfficerMay 12, 2009
    By:
    /s/ Larry HasleeName:
    Larry HasleeTitle:
    Chief Financial Officer (Principal Financial Officerand Principal Accounting Officer)




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    
    Chief Executive Officer Certification pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.31.2
    
    
    Chief Financial Officer Certification pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.99.1
    
    
    Press release of Titanium Asset Management to the AIM, a
market operated by the London Stock Exchange, dated May 12,
2009