##### 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 September 30, 2008
 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
(State or other jurisdiction of 
incorporation or organization)
    
    20-8444031
(I.R.S. Employer
Identification No.)777 E. Wisconsin Avenue 
Milwaukee, Wisconsin
(Address of principal executive offices)
    
    53202-5310
(Zip Code)
 
 Registrants telephone number, including area code:
(414) 765-1980
 o þ
  Large
accelerated
filer oAccelerated
filer oNon-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
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4T.
    
    Controls and Procedures
    
    
    24PART II. OTHER INFORMATION
    
    
    25Item 1.
    
    Legal Proceedings
    
    
    25Item 1A.
    
    Risk Factors
    
    
    25Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3.
    
    Defaults Upon Senior Securities
    
    
    25Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    25Item 5.
    
    Other Information
    
    
    25Item 6.
    
    Exhibits
    
    
    26EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-99.1: REGULATORY ANNOUNCEMENT TO LONDON STOCK EXCHANGE AIM MARKET
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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Titanium Asset Management Corp.
Consolidated Balance Sheets
(in thousands except for shares)
 September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    30,574
    
    
    $
    19,388Cash and cash equivalents held in trust fund
    
    
    
    
    
    
    55,587Accounts receivable
    
    
    2,810
    
    
    
    388Prepaid expenses and other assets
    
    
    531
    
    
    
    115Total current assets
    
    
    33,915
    
    
    
    75,478Property and equipmentOffice furniture, fixtures and equipment
    
    
    238
    
    
    
    19Less accumulated depreciation
    
    
    51
    
    
    
    16Property and equipment, net
    
    
    187
    
    
    
    3Goodwill
    
    
    29,419
    
    
    
    21,987Intangibles, net
    
    
    33,540
    
    
    
    15,340Deferred income taxes
    
    
    1,908
    
    
    
    377Investments
    
    
    893
    
    
    
    Total assets
    
    $
    99,862
    
    
    $
    113,185Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    280
    
    
    $
    149Accrued expenses:Income taxes
    
    
    95
    
    
    
    657Other
    
    
    584
    
    
    
    206Guaranteed payment for acquisition
    
    
    1,000
    
    
    
    Deferred revenues
    
    
    205
    
    
    
    Other current liabilities
    
    
    
    
    
    
    249Total current liabilities
    
    
    2,164
    
    
    
    1,261Guaranteed payment for acquisition
    
    
    915
    
    
    
    Total liabilities
    
    
    3,079
    
    
    
    1,261Common stock, subject to possible conversion 20,000,000 shares
at conversion value
    
    
    
    
    
    
    55,587Stockholders equityCommon stock, $0.0001 par value; authorized 54,000,000
shares; 20,451,502 and 22,993,731 shares issued and
outstanding at September 30, 2008 and December 31, 2007,
respectively
    
    
    2
    
    
    
    2Restricted shares, $0.0001 par value; authorized 720,000
shares; 612,716 and 696,160 shares issued and outstanding at
September 30, 2008 and December 31, 2007, respectively
    
    
    
    
    
    
    Preferred stock, $0.0001 par value, authorized 1,000,000
shares; none issued
    
    
    
    
    
    
    Accumulated other comprehensive loss
    
    
    (34
    )
    
    
    Additional paid-in capital
    
    
    99,462
    
    
    
    55,892Retained earnings (deficit)
    
    
    (2,647
    )
    
    
    443Total stockholders equity
    
    
    96,783
    
    
    
    56,337Total liabilities and stockholders equity
    
    $
    99,862
    
    
    $
    113,185
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Titanium Asset Management Corp.
 Consolidated Statements of Operations
(in thousands except for shares)
 Period fromFebruary 2,Nine Months
    
    
    2007Three Months Ended
    
    
    Ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007)(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Fee income
    
    $
    3,886
    
    
    $
    
    
    
    $
    10,592
    
    
    $
    Operating expenses:Administrative
    
    
    4,978
    
    
    
    107
    
    
    
    10,966
    
    
    
    370Amortization of intangibles
    
    
    1,093
    
    
    
    
    
    
    
    3,095
    
    
    
    Write off of intangibles
    
    
    
    
    
    
    
    
    
    
    1,792
    
    
    
    Total operating expenses
    
    
    6,071
    
    
    
    107
    
    
    
    15,853
    
    
    
    370Operating loss
    
    
    (2,185
    )
    
    
    (107
    )
    
    
    (5,261
    )
    
    
    (370
    )Other income (expense)
    
    
    (81
    )
    
    
    1,229
    
    
    
    787
    
    
    
    1,432Income (loss) before taxes
    
    
    (2,266
    )
    
    
    1,122
    
    
    
    (4,474
    )
    
    
    1,062Tax (expense) benefit on income (loss)
    
    
    664
    
    
    
    (426
    )
    
    
    1,384
    
    
    
    (403
    )Net income (loss)
    
    $
    (1,602
    )
    
    $
    696
    
    
    $
    (3,090
    )
    
    $
    659Net income (loss) per shareBasic
    
    $
    (0.08
    )
    
    $
    0.06
    
    
    $
    (0.15
    )
    
    $
    0.06Diluted
    
    $
    (0.08
    )
    
    $
    0.05
    
    
    $
    (0.15
    )
    
    $
    0.05
 See notes to consolidated financial statements.
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Titanium Asset Management Corp.
 Consolidated Statements of Cash Flows
(in thousands)
 Period fromNine Months
    
    
    February 2, 2007Ended
    
    
    (inception) toSeptember 30, 2008
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)Cash flows from operating activitiesNet income (loss)
    
    $
    (3,090
    )
    
    $
    659Adjustments to reconcile net income (loss) to
net cash used in operating activities:Depreciation and amortization
    
    
    3,099
    
    
    
    Accretion of guaranteed payment
    
    
    12
    
    
    
    Realized losses on investments in available for sale
securities
    
    
    39
    
    
    
    Deferred income tax benefit
    
    
    (1,531
    )
    
    
    Impairment of intangible assets
    
    
    1,792
    
    
    
    Changes in assets and liabilities:Decrease (increase) in:Accounts receivable
    
    
    (140
    )
    
    
    Prepaid expenses and other assets
    
    
    425
    
    
    
    (32,373
    )Increase (decrease) in:Accounts payable
    
    
    129
    
    
    
    Accrued expenses, other current liabilities and
deferred revenue
    
    
    (855
    )
    
    
    5,419Net cash used in operating activities
    
    
    (120
    )
    
    
    (26,295
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (72
    )
    
    
    Cash and cash equivalents released from (held in) trust
    
    
    55,587
    
    
    
    (55,011
    )Proceeds from sale of investments in available for sale
securities
    
    
    34
    
    
    
    Purchase of investments in available for sale securities
    
    
    (1,000
    )
    
    
    Cash paid for acquisition of subsidiary,
net of cash acquired
    
    
    (31,226
    )
    
    
    Net cash provided by (used in)
investing activities
    
    
    23,323
    
    
    
    (55,011
    )Cash flows from financing activitiesIssuance of common stock units
    
    
    
    
    
    
    120,025Costs associated with share issue
    
    
    
    
    
    
    (9,652
    )Common stock repurchased
    
    
    (12,017
    )
    
    
    (3,892
    )Net cash (used in) provided by financing activities
    
    
    (12,017
    )
    
    
    106,481Net increase in cash and cash equivalents
    
    
    11,186
    
    
    
    25,175Cash and cash equivalents:Beginning
    
    
    19,388
    
    
    
    Ending
    
    $
    30,574
    
    
    $
    25,175Supplemental disclosure of cash flow informationIncome taxes paid
    
    $
    630
    
    
    $
    Supplemental schedule of noncash investing activitiesNet unrealized loss on investment in available for sale
securities
    
    $
    34
    
    
    $
    Supplemental schedule of noncash financing activitiesPaid-in capital attributed to common stock repurchase
rights not executed
    
    $
    55,587
    
    
    $
    Fair value of placement agent warrant
    
    $
    
    
    
    $
    2,091Guaranteed payment issued in connection with acquisition
    
    $
    1,903
    
    
    $
    
 See notes to consolidated financial statements.
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements
(in thousands, except share and per share amounts)
 Note 1  General
 Nature of business 
     Investment in Available for Sale Securities 
   Accumulated Other Comprehensive Income (Loss) 
  Note 2  Adoption of New Accounting Standards
 Fair Value Measurements
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
 Application of FASB Statement No. 157 to FASB Statement No. 13 and
Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions , Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ,
 The Fair Value Option for Financial Assets and
Financial Liabilities, Including an Amendment of FASB Statement No. 115
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activities
 The Hierarchy of Generally Accepted Accounting
Principles
 -5-




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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
 Note 3  Acquisitions
 Acquisition of Wood
    Goodwill
    
    $
    19,865Intangible asset  customer relationships
    
    
    12,026Intangible asset  non-compete covenant
    
    
    829Intangible asset  brand
    
    
    444$
    33,164
 Acquisition of Sovereign
    Goodwill
    
    $
    2,122Intangible asset  customer relationships
    
    
    2,665Intangible asset  non-compete covenant
    
    
    833Intangible asset  brand
    
    
    181$
    5,801
 Acquisition of NIS (unaudited)
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
   Current assets
    
    $
    3,123Property and equipment
    
    
    115Goodwill
    
    
    7,432Intangible asset  customer relationships
    
    
    23,088Current liabilities
    
    
    (629
    )$
    33,129
 Note 4  Goodwill and intangibles
  Wood acquisition
    
    $
    19,865Sovereign acquisition
    
    
    2,122NIS acquisition
    
    
    7,432Goodwill at September 30, 2008
    
    $
    29,419
  AverageAccumulated
    
    
    
    
    
    
    Useful Life inCost
    
    
    Amortization
    
    
    Net
    
    
    MonthsWood customer relationships
    
    $
    12,026
    
    
    $
    3,796
    
    
    $
    8,230
    
    
    
    60Wood brand
    
    
    444
    
    
    
    110
    
    
    
    334
    
    
    
    48Sovereign customer relationships
    
    
    2,665
    
    
    
    683
    
    
    
    1,982
    
    
    
    84Sovereign non-compete agreement
    
    
    833
    
    
    
    278
    
    
    
    555
    
    
    
    36Sovereign brand
    
    
    181
    
    
    
    60
    
    
    
    121
    
    
    
    36NIS customer relationships
    
    
    23,088
    
    
    
    770
    
    
    
    22,318
    
    
    
    180Intangible assets
    
    $
    39,237
    
    
    $
    5,697
    
    
    $
    33,540
  Note 5  Income taxes
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
 Nine MonthsEndedSeptember 30, 2008(unaudited)CurrentFederal
    
    $
    State
    
    
    147147DeferredFederal
    
    
    (1,531
    )State
    
    
    (1,531
    )Tax benefit
    
    $
    (1,384
    )
  Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2008
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)Tax expense (benefit) at federal statutory rate
    
    $
    (1,531
    )
    
    $
    361State income taxes, net of federal tax benefit
    
    
    95
    
    
    
    42Other
    
    
    52
    
    
    
    $
    (1,384
    )
    
    $
    403
  September 30, 2008
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)Goodwill and intangibles
    
    $
    1,912
    
    
    $
    Property and equipment
    
    
    (4
    )
    
    
    Total deferred tax asset
    
    $
    1,908
    
    
    $
    
  Note 6  Line of credit
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
 Note 7  Retirement plan
  Note 8 Contingencies
    Note 9 Fair Value Measurement
 ,
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
    Category Used for Fair ValueMeasurementLevel 1
    
    
    Level 2
    
    
    Level 3(unaudited)Assets:Cash and cash equivalents (1)
    
    $
    30,574
    
    
    $
    
    
    
    $
    Securities available for sale:Corporate Securities
    
    
    893
    
    
    
    
    
    
    
    Total
    
    $
    31,467
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Cash and cash equivalents consist primarily of money market funds. Note 10 Earnings per Share
 Earnings per Share
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Titanium Asset Management Corp.
 Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)
 Period fromNine months
    
    February 2, 2007ended
    
    (inception) toSeptember 30, 2008
    
    September 30, 2007(unaudited)
    
    (unaudited)Basic EPS:Net income (loss)
    
    $
    (3,090
    )
    
    $
    659Weighted average shares outstanding
    
    
    20,451,502
    
    
    
    10,549,370Basic EPS
    
    $
    (0.15
    )
    
    $
    0.06Diluted EPS:Net income (loss)
    
    $
    (3,090
    )
    
    $
    659Weighted average number of common
shares outstanding
    
    
    20,451,502
    
    
    
    10,549,370Dilutive warrants
    
    
    
    
    
    
    2,308,563Dilutive weighted average shares
    
    
    20,451,502
    
    
    
    12,857,933Diluted EPS
    
    $
    (0.15
    )
    
    $
    0.05
 Note 11  Comprehensive Income (Loss)
  September 30, 2008
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)Net income (loss)
    
    $
    (3,090
    )
    
    $
    659Unrealized loss on investments
    
    
    (34
    )
    
    
    Comprehensive income (loss)
    
    $
    (3,124
    )
    
    $
    659
 Note 12 Subsequent Events
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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 (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), and National Investment
Services, Inc. (NIS). Collectively, we refer to Wood, Sovereign and NIS 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; and 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 the acquisition of Boyd Watterson Asset
Management, LLC (Boyd), integrating the technical and administrative activities of our
subsidiaries, earning of incentive fees, amount of future assets under management, acquisitions of
additional asset management firms and payment therefor, deferred compensation for the purchase of
our subsidiaries and litigation; and any statements using the terms 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, may identify
forward-looking statements that involve risks and uncertainties that could cause our actual results
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
   -12-




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September 30, 2008
    
    June 10, 2008
    
    December 31, 2007Wood(1)
    
    $
    813
    
    
    $
    945
    
    
    $
    1,291Sovereign(2)
    
    
    1,247
    
    
    
    1,327
    
    
    
    1,780NIS(3)(4)
    
    
    2,778
    
    
    
    2,859
    
    
    
    Total
    
    $
    4,838
    
    
    $
    5,131
    
    
    $
    3,077
 
 (1)
    
    The decrease in Woods assets under management was primarily the result of two
factors  the loss of accounts in the first half of 2008 as a result of the November
2007 death of Gary Wood, Woods founder, and, in all periods presented, the negative
overall investment performance of equity securities of U.S. issuers with large market
capitalizations on which Woods portfolio management activities are primarily focused.(2)
    
    The decrease in Sovereigns assets under management was primarily the result of
the loss of a single institutional account with a value of $355,000,000, in addition to
the loss of a number of smaller accounts in the second quarter of 2008 and a further
net loss of accounts totaling $68,000,000 in the three months ended September 30, 2008.
Market factors had little impact on the change in Sovereigns assets under management.(3)
    
    The decrease in NISs assets under management for the three months ended
September 30, 2008 was primarily the result of $67,000,000 of client withdrawals for
benefit payments. As with Sovereign, market factors had little impact on the change in
NISs assets under management.(4)
    
    As Attalus is our largest single source of revenues, the performance of Attalus
investment strategies (in both absolute terms and relative to other similar investment
advisors) is also important to us. Assets managed by Attalus under the terms of our
distribution agreement declined from $972,000,000 at June 30, 2008 to $866,000,000 at
September 30, 2008, reflecting the negative investment performance of the Attalus
vehicles during this period.  Results of Operations
 Consolidated Results of Operations
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Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    
    
    
    
    EndedSeptember 30,
    
    
    Percent of
    
    
    September 30,
    
    
    Percent of2008
    
    
    Fee Income
    
    
    2007
    
    
    Fee Income(unaudited)
    
    
    
    
    
    
    (unaudited)(dollars in thousands, except for net income per share data)Fee income
    
    $
    3,886
    
    
    
    100
    %
    
    $
    
    
    
    
    Operating expenses:Administrative
    
    
    4,978
    
    
    
    128
    %
    
    
    107
    
    
    
    Amortization of intangibles
    
    
    1,093
    
    
    
    28
    %
    
    
    
    
    
    
    Total operating expenses
    
    
    6,071
    
    
    
    156
    %
    
    
    107
    
    
    
    Operating loss
    
    
    (2,185
    )
    
    
    (56
    %)
    
    
    (107
    )
    
    
    Other income (expense)
    
    
    (81
    )
    
    
    (2
    %)
    
    
    1,229
    
    
    
    Income (loss) before taxes
    
    
    (2,266
    )
    
    
    (58
    %)
    
    
    1,122
    
    
    
    Tax (expense) benefit on income (loss)
    
    
    664
    
    
    
    17
    %
    
    
    (426
    )
    
    
    Net income (loss)
    
    $
    (1,602
    )
    
    
    (41
    %)
    
    $
    696
    
    
    
    Net income (loss) per sharebasic
    
    $
    (0.08
    )
    
    
    
    
    
    $
    0.06
    
    
    
    diluted
    
    $
    (0.08
    )
    
    
    
    
    
    $
    0.05
    
    
    
    
    -15-




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Period fromFebruary 2,Nine Months
    
    
    
    
    
    
    2007Ended
    
    
    
    
    
    
    (inception) toSeptember 30,
    
    
    Percent of
    
    
    September 30,
    
    
    Percent of2008
    
    
    Fee Income
    
    
    2007
    
    
    Fee Income(unaudited)
    
    
    
    
    
    
    (unaudited)(dollars in thousands, except for net income per share data)Fee income
    
    $
    10,592
    
    
    
    100
    %
    
    $
    
    
    
    
    0
    %Operating expenses:Administrative
    
    
    10,966
    
    
    
    104
    %
    
    
    370
    
    
    
    0
    %Amortization of intangibles
    
    
    3,095
    
    
    
    29
    %
    
    
    
    
    
    
    0
    %Write off of intangibles
    
    
    1,792
    
    
    
    17
    %
    
    
    
    
    
    
    0
    %Total operating expenses
    
    
    15,853
    
    
    
    150
    %
    
    
    370
    
    
    
    0
    %Operating loss
    
    
    (5,261
    )
    
    
    (50
    %)
    
    
    (370
    )
    
    
    0
    %Other income
    
    
    787
    
    
    
    8
    %
    
    
    1,432
    
    
    
    Income (loss) before taxes
    
    
    (4,474
    )
    
    
    (42
    %)
    
    
    1,062
    
    
    
    0
    %Tax (expense) benefit on income (loss)
    
    
    1,384
    
    
    
    13
    %
    
    
    (403
    )
    
    
    0
    %Net income (loss)
    
    $
    (3,090
    )
    
    
    (29
    %)
    
    $
    659
    
    
    
    0
    %Net income (loss) per sharebasic
    
    $
    (0.15
    )
    
    
    
    
    
    $
    0.06diluted
    
    $
    (0.15
    )
    
    
    
    
    
    $
    0.05
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Liquidity and Capital Resources
 Period from February 2,Nine Months Ended
    
    2007 (inception) toSeptember 30, 2008
    
    September 30, 2007(unaudited)
    
    (unaudited)(in thousands)Net cash used in operating activities
    
    $
    (120
    )
    
    $
    (26,295
    )Net cash provided by (used in) investing activities
    
    
    23,323
    
    
    
    (55,011
    )Net cash provided by (used in) financing activities
    
    
    (12,017
    )
    
    
    106,481
  -18-




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Off-Balance Sheet Arrangements
  Critical Accounting Estimates
   Other Intangible Assets Other Than Goodwill Accounting for the Impairment or
Disposal of Long-lived Assets
 Goodwill Goodwill and Other Intangibles
 Potential Valuation Allowance for Deferred Tax Asset Accounting for Income Taxes
 -20-




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Fair Value of Financial Instruments Disclosure About Fair Value of Financial Instruments
 Contingencies and Litigation
 Recent Accounting Pronouncements
 Fair
Value Measurements Application of FASB
Statement No. 157 to FASB Statement No. 13 and Its Related Interpretive Accounting Pronouncements
That Address Leasing Transactions, Effective Date of FASB Statement No.
157 Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active,
 The Fair Value Option for Financial Assets and
Financial Liabilities, Including an Amendment of FASB Statement No. 115
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
 -21-




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Disclosures about Derivative Instruments and
Hedging Activities
 The Hierarchy of Generally Accepted Accounting
Principles
 -22-




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  -23-




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Item 4T. Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
 -24-




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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
   -25-




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Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2008
    
    
    September 30, 2008(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (1,602
    )
    
    $
    (3,090
    )Income tax benefit
    
    
    (664
    )
    
    
    (1,384
    )Interest expense
    
    
    12
    
    
    
    14Depreciation and amortization
    
    
    1,094
    
    
    
    4,888Earnings before interest,
taxes, depreciation and
amortization
    
    
    (1,160
    )*
    
    
    428
 
 *
    
    Incorrectly reported in the regulatory announcement as $1,091. 
 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
    
    Regulatory Announcement to London Stock Exchange AIM Market
 -26-




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SIGNATURES
  TITANIUM ASSET MANAGEMENT CORP.November 13, 2008
    By:
    /s/ Nigel WightmanName:
    Nigel WightmanTitle:
    Chairman and Chief Executive OfficerNovember 13, 2008
    By:
    /s/ Larry HasleeName:
    Larry HasleeTitle:
    Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)




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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
    
    Regulatory Announcement to London Stock Exchange AIM Market