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NFP Announces Third Quarter 2010 Results

Revenue Grew 3.3%; Organic Revenue Grew 6.5%


News provided by

NFP

Nov 02, 2010, 04:15 ET

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NEW YORK, Nov. 2, 2010 /PRNewswire-FirstCall/ -- National Financial Partners Corp. (NYSE: NFP), a provider of benefits, insurance and wealth management services, today reported financial results for the third quarter ended September 30, 2010.


Financial Highlights(1)

3Q 2010

3Q 2009

% Change


3Q 2010

2Q 2010

% Change


YTD 2010

YTD 2009

% Change


(Dollars in millions, except per share data)


























Revenue

$    237.5

$  229.9

3.3%


$     237.5

$    234.9

1.1%


$   697.6

$   671.1

4.0%


Net income (loss)

8.2

10.5

-21.9%


8.2

12.1

-31.8%


27.3

(495.2)

NM


Net income (loss) per diluted share

0.19

0.24

-20.8%


0.19

0.27

-29.6%


0.62

(12.11)

NM


Cash earnings

22.3

26.4

-15.8%


22.3

25.2

-11.7%


69.4

70.9

-2.1%


Cash earnings per diluted share

$      0.50

$    0.61

-18.0%


$       0.50

$      0.57

-12.3%


$     1.58

$     1.67

-5.4%


Adjusted EBITDA

$      26.8

$    30.9

-13.1%


$       26.8

$      26.3

1.9%


$     80.7

$     83.4

-3.2%


Adjusted EBITDA margin

11.3%

13.4%



11.3%

11.2%



11.6%

12.4%



Cash flow from operations

$      34.2

$    50.4

-32.1%


$       34.2

$      37.3

-8.2%


$     76.4

$     83.0

-8.0%














(1)  This summary includes financial measures not calculated based on generally accepted accounting principles.  

NM indicates metric not meaningful.

Commenting on today's announcement, Jessica M. Bibliowicz, chairman, president and chief executive officer said, "In the third quarter 2010 we generated organic revenue growth of 6.5% and continued to generate strong cash flow.  This positive performance was primarily driven by the Corporate Client Group, where revenue increased and margins improved, as well as increased revenue in the Advisor Services Group.  Also in the third quarter, we saw a continuation of the recent challenges facing the life insurance market.  Our newly-introduced branding initiatives are off to a strong start and we expect to continue our successful implementation to further enhance brand awareness with our clients."

Third Quarter Results - Consolidated

NFP reported third quarter 2010 net income of $8.2 million, or net income of $0.19 per diluted share, compared with net income of $10.5 million, or net income of $0.24 per diluted share in the prior year period.  Net income in the third quarter 2010 included a $9.7 million pre-tax gain from NFP's recent recapitalization, as well as a $13.4 million pre-tax charge related to the accelerated vesting of approximately 1.5 million restricted stock units ("RSUs") for certain principals.  Net income in the third quarter 2009 included $1.9 million pre-tax from the proceeds of an NFP-owned key-person life insurance settlement.

Third quarter 2010 cash earnings was $22.3 million, or $0.50 per diluted share, compared with $26.4 million, or $0.61 per diluted share, in the third quarter 2009.  Cash earnings in the third quarter 2010 excluded the $9.7 million pre-tax gain from NFP's recent recapitalization, as well as the $13.4 million pre-tax charge related to the accelerated vesting of RSUs for certain principals. Cash earnings in the third quarter 2009 included proceeds from the settlement of an NFP-owned key-person life insurance policy, which contributed $0.03 to cash earnings per diluted share. Cash earnings is a non-GAAP measure and a reconciliation of net income to this non-GAAP measure is provided in the attached tables.  

Adjusted EBITDA in the third quarter 2010 was $26.8 million with an Adjusted EBITDA margin of 11.3%, compared with Adjusted EBITDA of $30.9 million with an Adjusted EBITDA margin of 13.4% in the prior year period.  Adjusted EBITDA in the third quarter 2010 excluded the $13.4 million pre-tax charge related to the accelerated vesting of RSUs for certain principals.  Adjusted EBITDA is a non-GAAP measure and a reconciliation of net income to this non-GAAP measure is provided in the attached tables.  

Revenue was $237.5 million in the third quarter 2010, an increase of $7.6 million, or 3.3%, compared with $229.9 million in the third quarter 2009. This increase was driven largely by the Corporate Client Group and the Advisor Services Group.  Organic revenue grew 6.5% in the third quarter 2010, compared with the prior year period, and included positive contributions from all three segments.

Total operating expenses were $235.2 million, compared with $212.2 million in the prior year period.  Operating expenses in the third quarter 2010 included the charge related to the accelerated vesting of RSUs for certain principals which was included in management fees.  

Cash flow from operations for the third quarter 2010 was $34.2 million compared with cash flow from operations of $50.4 million in the third quarter 2009.  Cash flow from operations was impacted by the $7.4 million cash settlement component of the accelerated vesting of RSUs granted to certain principals.  Cash flow from operations in the third quarter 2009 included the after-tax impact of the $1.2 million of key-person life insurance settlement proceeds.

Third Quarter Results - Segments

NFP reports results in three segments that provide unique products and services to corporate and high net worth individual clients: the Corporate Client Group, the Individual Client Group and the Advisor Services Group.  

Corporate Client Group (CCG)

The CCG is one of the leading corporate benefits advisors in the middle market, offering clients independent solutions for health and welfare, retirement planning, executive benefits, and property and casualty insurance.  The CCG serves corporate clients by providing advisory and brokerage services related to planning and administration, which take into account the clients' overall business profile and needs.  

The CCG accounted for 39.8% of NFP's revenue for the third quarter 2010 and 39.4% in the third quarter 2009.  CCG revenue was $94.6 million in the third quarter 2010 compared with $90.7 million in the prior year period, an increase of $3.9 million or 4.4%.  CCG organic revenue growth was 9.6%.  

CCG Adjusted EBITDA was $17.2 million in the third quarter 2010 compared with $15.3 million in the prior year period, an increase of $1.9 million or 13.0%.  Adjusted EBITDA margin of 18.2% in the third quarter 2010 increased from 16.8% in the prior year period.  

Individual Client Group (ICG)

The ICG is a leader in the delivery of independent life insurance and wealth transfer solutions for high net worth individuals.  In evaluating their clients' near and long-term financial goals, the ICG's advisors provide wealth accumulation, preservation and transfer solutions, including estate and business planning and financial advisory services.  

The ICG accounted for 38.7% of NFP's revenue for the third quarter 2010 and 42.4% in the third quarter 2009.  ICG revenue was $91.9 million in the third quarter 2010 compared with $97.4 million in the prior year period.  ICG organic revenue growth was 0.8%.  

ICG Adjusted EBITDA was $8.3 million with an Adjusted EBITDA margin of 9.1% in the third quarter 2010 compared with Adjusted EBITDA of $14.3 million with an Adjusted EBITDA margin of 14.7% in the prior year period.  

Advisor Services Group (ASG)

The ASG serves independent financial advisors whose clients are high net worth individuals and companies by offering broker-dealer and asset management products and services.  The ASG attracts financial advisors seeking to provide clients with sophisticated resources and an open choice of products.  

The ASG accounted for 21.5% of NFP's revenue for the third quarter 2010 and 18.2% for the third quarter 2009.  ASG revenue was $51.0 million in the third quarter 2010 compared with $41.8 million in the prior year period, an increase of $9.2 million or 21.8%.  ASG organic revenue growth was 11.4%.  

ASG Adjusted EBITDA was $1.2 million with an Adjusted EBITDA margin of 2.5% in the third quarter 2010 compared with Adjusted EBITDA of $1.3 million with an Adjusted EBITDA margin of 3.0% in the prior year period.  

As of September 30, 2010, assets under management at NFP's registered investment advisor were $8.9 billion, compared with $7.6 billion as of September 30, 2009.  

Recapitalization

During the third quarter 2010, NFP completed its recapitalization initiatives including:

  • Purchasing and retiring $229.9 million of the  $230.0 million aggregate principal amount of 0.75% convertible senior notes due 2012, in a tender offer completed in July 2010;
  • Purchasing and retiring the remaining $0.1 million of the $230.0 million aggregate principal amount of the 0.75% convertible senior notes due 2012, in a private transaction in August 2010;
  • Funding the tender offer with:
    • $125.0 million aggregate principal amount of 4.0% convertible senior notes due 2017 issued in June 2010;
    • $125.0 million four-year term loan, part of a new credit facility due July 2014 that closed in July 2010;
  • Closing the $100.0 million four-year revolving credit facility portion of the new credit facility, of which no amounts are currently drawn; and
  • Repaying and terminating NFP's previous credit facility that was due August 2011, the outstanding principal and interest of which were repaid on June 30, 2010.

In the third quarter 2010, NFP recognized a $9.7 million pre-tax gain related to the tender offer.

Revision to Principals' Long-Term Incentives

In September 2010, NFP accelerated the vesting of approximately 1.5 million RSUs granted to certain principals primarily through last year's Long-Term Equity Incentive Plan.  There was no acceleration for RSU awards granted to directors or executive officers of NFP. Payment upon vesting of the RSUs was made 60% in restricted shares and 40% in cash.  The restricted shares are primarily subject to liquidity restrictions until November 24, 2012, which is the original vesting date of the RSUs awarded under last year's Long-Term Equity Incentive Plan.  

These actions reduced NFP's fully diluted shares outstanding by 586,555 shares, eliminated potential earnings volatility associated with the variable accounting treatment of the principals' RSUs and resulted in a $13.4 million pre-tax charge in the third quarter 2010, which is reflected in management fees.  

Earnings Conference Call & Presentation

The Company will conduct its third quarter 2010 earnings conference call and audio webcast on November 3, 2010, from 8:00 to 9:00 a.m. (ET).  The conference call will be available live via telephone and the Internet.  To access the call, dial 617-597-5359 (when prompted, callers should provide the access code "NFP").  The conference call and webcast will be accompanied by a presentation.  The presentation will be available for electronic download on the Company's Web site approximately one hour before the conference call and webcast is scheduled to begin.  The presentation may also be viewed automatically upon connecting to the webcast.  To listen to the conference call over the Internet, visit www.nfp.com/ir.  The conference call will be available for replay via telephone and Internet for a period of 90 days.  To listen to a replay of the conference call via telephone, dial 888-286-8010.  The access code for the replay is 91686831.  To access the replay of the conference call over the Internet, visit the above-mentioned Web site.

About NFP

National Financial Partners Corp. (NYSE: NFP), and its benefits, insurance and wealth management businesses provide diversified advisory and brokerage services to companies and high net worth individuals, partnering with them to preserve their assets and prosper over the long term.  NFP advisors provide innovative and comprehensive solutions, backed by NFP's national scale and resources. NFP operates in three business segments.  The Corporate Client Group provides corporate and executive benefits, retirement plans and property and casualty insurance.  The Individual Client Group includes retail and wholesale life insurance brokerage and wealth management advisory services.  The Advisor Services Group serves independent financial advisors by offering broker-dealer and asset management products and services.  In 2010 NFP was ranked as the ninth Top Global Insurance Broker by Best's Review; as the number one Executive Benefits Provider of Deferred Compensation Plans Administered by PlanSponsor; operated a top ten Independent Broker Dealer as ranked by Financial Planning and Financial Advisor; had four advisors ranked in Barron's Top 100 Independent Advisors and is a leading independent life insurance distributor according to many top-tier carriers. For more information, visit www.nfp.com

Reconciliation of Non-GAAP Measures  

The Company analyzes its performance using historical and forward-looking non-GAAP measures called cash earnings and cash earnings per diluted share, Adjusted EBITDA and percentages or calculations using these measures.  The Company believes these non-GAAP measures provide additional meaningful methods of evaluating certain aspects of the Company's operating performance from period to period on a basis that may not be otherwise apparent under GAAP.  Cash earnings is defined as net income excluding amortization of intangibles, depreciation, the after-tax impact of the impairment of goodwill and intangible assets, the after-tax impact of non-cash interest expense and the after-tax impact of certain non-recurring items.  Cash earnings per diluted share is calculated by dividing cash earnings by the number of weighted average diluted shares outstanding for the period indicated.  Cash earnings and cash earnings per diluted share should not be viewed as substitutes for net income and net income per diluted share, respectively.  Adjusted EBITDA is defined as net income excluding income tax expense, interest income, interest expense, gain on early extinguishment of debt, other, net, amortization of intangibles, depreciation, impairment of goodwill and intangible assets, (gain) loss on sale of businesses, the pre-tax impact of the accelerated vesting of certain RSUs and any change in estimated contingent consideration amounts recorded in accordance with purchase accounting that have been subsequently adjusted and recorded in the consolidated statement of operations.  Adjusted EBITDA should not be viewed as a substitute for net income.  A reconciliation of these non-GAAP measures to their GAAP counterparts is provided in the attached tables and the Company's quarterly financial supplement for the period ended September 30, 2010, which is available on the Investor Relations section of the Company's Web site at www.nfp.com.

Organic Revenue Growth  

The Company uses organic revenue growth as a comparable revenue measurement for future periods. The Company excludes the first twelve months of revenue generated from new acquisitions and the revenue derived from businesses fully disposed of in each period presented.  With respect to sub-acquisitions, the Company establishes an internal revenue generation expectation (the "acquired revenue") of a new sub-acquisition.  During the first twelve months immediately following the sub-acquisition, the Company reduces the acquired revenue amount from the actual revenue generated by the sub-acquisition and includes the revenue growth above or below acquired revenue within the organic growth percentage.  With respect to situations where a significant portion of a business' assets have been disposed, the Company reduces the prior year's comparable revenue proportionally to the percentage of assets that have been disposed to facilitate an equitable organic growth comparison.

Forward-Looking Statements

This release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words "anticipate," "expect," "intend," "plan," "believe," "estimate," "may," "project," "will," "continue" and similar expressions of a future or forward-looking nature. Forward-looking statements may include discussions concerning revenue, expenses, earnings, cash flow, impairments, losses, dividends, capital structure, credit facilities, market and industry conditions, premium and commission rates, interest rates, contingencies, the direction or outcome of regulatory investigations and litigation, income taxes and NFP's operations or strategy. These forward-looking statements are based on management's current views with respect to future results, and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by a forward-looking statement include:  (1) NFP's ability, through its operating structure, to respond quickly to regulatory, operational or financial situations impacting its businesses; (2) the ability of the Company's businesses to perform successfully following acquisition, including through cross-selling initiatives, and the Company's ability to manage its business effectively and profitably through its reportable segments and the principals of its businesses; (3) any losses that NFP may take with respect to dispositions, restructures or otherwise; (4) an economic environment that results in fewer sales of financial products or services; (5) the occurrence of events or circumstances that could be indicators of impairment to goodwill and intangible assets which require the Company to test for impairment, and the impact of any impairments that the Company may take; (6) the impact of the adoption, modification or change in interpretation of certain accounting treatments or policies and changes in underlying assumptions relating to such treatments or policies, which may lead to adverse financial statement results; (7) NFP's success in acquiring and retaining high-quality independent financial services businesses; (8) the financial impact of NFP's incentive plans; (9) changes that adversely affect NFP's ability to manage its indebtedness or capital structure, including changes in interest rates, credit market conditions and general economic factors; (10) adverse developments in the Company's markets, such as those related to compensation agreements with insurance companies or activities within the life settlements industry, which could result in decreased sales of financial products or services; (11) NFP's ability to operate effectively within the restrictive covenants of its credit facility and the continued availability of borrowings and letters of credit under NFP's credit facility; (12) adverse results, market uncertainty in the financial services industry, or other consequences from litigation, arbitration, regulatory investigations or compliance initiatives, including those related to business practices, compensation agreements with insurance companies, policy rescissions or chargebacks, regulatory investigations or activities within the life settlements industry; (13) the impact of capital markets behavior, such as fluctuations in the price of NFP's common stock, the dilutive impact of capital raising efforts or the impact of refinancing transactions; (14) the impact of legislation or regulations in jurisdictions in which NFP's subsidiaries operate, including the possible adoption of comprehensive and exclusive federal regulation over all interstate insurers and the uncertain impact of  legislation regulating the financial services industry, such as the recent Dodd-Frank Wall Street Reform and Consumer Protection Act; (15) uncertainty regarding the impact of newly-adopted healthcare legislation or resulting changes in business practices of NFP's subsidiaries that operate in the benefits market; (16) changes in laws, including the elimination or modification of the federal estate tax, changes in the tax treatment of life insurance products, or changes in regulations affecting the value or use of benefits programs, which may adversely affect the demand for or profitability of the Company's services; (17) developments in the availability, pricing, design, tax treatment or underwriting of insurance products, revisions in mortality tables by life expectancy underwriters or changes in the Company's relationships with insurance companies; (18) changes in premiums and commission rates or the rates of other fees paid to the Company's businesses, including life settlements and registered investment advisory fees; (19) the reduction of the Company's revenue and earnings due to the elimination or modification of compensation arrangements, including contingent compensation arrangements and the adoption of internal initiatives to enhance compensation transparency, including the transparency of fees paid for life settlements transactions; (20) the occurrence of adverse economic conditions or an adverse regulatory climate in New York, Florida or California; (21) the loss of services of key members of senior management; (22) the Company's ability to compete against competitors with greater resources, such as those with greater name recognition; and (23) the Company's ability to effect smooth succession planning.

Additional factors are set forth in NFP's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 12, 2010, its Quarterly Report on Form 10-Q for the period ended March 31, 2010, filed with the SEC on May 10, 2010, and its Quarterly Report on Form 10-Q for the period ended June 30, 2010, filed with the SEC on August 4, 2010.

Forward-looking statements speak only as of the date on which they are made. NFP expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited-in thousands, except per share data)





















Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

Revenue:









Commissions and fees

$   237,478


$   229,925


$   697,641


$   671,104










Operating expenses:









Commissions and fees

70,731


63,059


212,458


187,934


Compensation expense

62,081


64,649


191,071


199,456


Non-compensation expense

37,784


36,507


117,147


112,995


Management fees

53,466


34,855


109,650


87,316


Amortization of intangibles

8,258


8,975


24,802


27,745


Depreciation

3,017


3,361


9,028


10,385


Impairment of goodwill and intangible assets

-


2,002


2,901


612,234


Gain on sale of businesses

(100)


(1,190)


(10,021)


(1,852)

Total operating expenses

235,237


212,218


657,036


1,236,213










Income (loss) from operations

2,241


17,707


40,605


(565,109)










Non-operating income and expenses









Interest income

869


703


2,645


2,249


Interest expense

(4,990)


(5,001)


(14,449)


(15,718)


Gain on early extinguishment of debt

9,711


-


9,711


-


Other, net

2,845


3,387


5,516


11,111

Non-operating income and expenses, net

8,435


(911)


3,423


(2,358)










Income (loss) before income taxes

10,676


16,796


44,028


(567,467)











Income tax expense (benefit)

2,446


6,256


16,739


(72,230)










Net income (loss)

$       8,230


$     10,540


$     27,289


$   (495,237)










Earnings (loss) per share:









Basic

$         0.19


$         0.25


$         0.65


$     (12.11)


Diluted

$         0.19


$         0.24


$         0.62


$     (12.11)










Weighted average shares outstanding:









Basic

42,839


41,604


42,302


40,888


Diluted

44,316


43,114


43,831


40,888

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited-in thousands)













Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

GAAP net income (loss)

$     8,230


$   10,540


$   27,289


$    (495,237)


Income tax expense (benefit)

2,446


6,256


16,739


(72,230)


Interest income

(869)


(703)


(2,645)


(2,249)


Interest expense

4,990


5,001


14,449


15,718


Gain on early extinguishment of debt

(9,711)


-


(9,711)


-


Other, net

(2,845)


(3,387)


(5,516)


(11,111)

Income (loss) from operations

$     2,241


$   17,707


$   40,605


$    (565,109)


Amortization of intangibles

8,258


8,975


24,802


27,745


Depreciation

3,017


3,361


9,028


10,385


Impairment of goodwill and intangible assets

-


2,002


2,901


612,234


Gain on sale of businesses

(100)


(1,190)


(10,021)


(1,852)


Accelerated vesting of RSUs

13,395


-


13,395


-

Adjusted EBITDA (1)

$   26,811


$   30,855


$   80,710


$        83,403

RECONCILIATION OF NET INCOME (LOSS) TO CASH EARNINGS

(Unaudited-in thousands, except per share data)





















Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

GAAP net income (loss)

$       8,230


$     10,540


$     27,289


$  (495,237)


Amortization of intangibles

8,258


8,975


24,802


27,745


Depreciation

3,017


3,361


9,028


10,385


Impairment of goodwill and intangible assets

-


2,002


2,901


612,234


Tax benefit of impairment of goodwill and









intangible assets

(102)


(427)


(1,132)


(89,475)


Non-cash interest, net of tax

588


1,966


4,292


5,255


Accelerated vesting of RSUs, net of tax

8,174


-


8,174


-


Gain on early extinguishment of debt, net of tax

(5,914)


-


(5,914)


-

Cash earnings (2)

$     22,251


$     26,417


$     69,440


$     70,907










GAAP net income (loss) per share - diluted

$         0.19


$         0.24


$         0.62


$     (12.11)


Amortization of intangibles

0.19


0.21


0.57


0.65


Depreciation

0.07


0.08


0.21


0.25


Impairment of goodwill and intangible assets

-


0.05


0.07


14.45


Tax benefit of impairment of goodwill and









intangible assets

-


(0.01)


(0.03)


(2.11)


Non-cash interest, net of tax

0.01


0.05


0.10


0.12


Accelerated vesting of RSUs, net of tax

0.18


-


0.19


-


Gain on early extinguishment of debt, net of tax

(0.13)


-


(0.13)


-


Impact of diluted shares on cash earnings not









reflected in GAAP net loss per share - diluted (3)

-


-


-


0.40

Cash earnings per share - diluted (4)

$         0.50


$         0.61


$         1.58


$         1.67

















(1)  Adjusted EBITDA is a non-GAAP measure, which the Company defines as net income excluding income tax expense, interest  

 income, interest expense, gain on early extinguishment of debt, other, net, amortization of intangibles, depreciation, impairment  

 of goodwill and intangible assets, (gain) loss on sale of businesses, the pre-tax impact of the accelerated vesting of certain  

 RSUs and any change in estimated contingent consideration amounts recorded in accordance with purchase accounting that    

 have been subsequently adjusted and recorded in the consolidated statement of operations.  


(2)  Cash earnings is a non-GAAP measure, which the Company defines as net income excluding amortization of intangibles,  

 depreciation, the after-tax impact of the impairment of goodwill and intangible assets, the after-tax impact of non-cash  

 interest expense and the after-tax impact of certain non-recurring items.    


(3)  To calculate GAAP net loss per share, weighted average common shares outstanding - diluted is the same as weighted  

 average common shares outstanding - basic due to the anti-dilutive effects of other items caused by  a GAAP net loss    

 position.  However, in periods which the Company reports positive cash earnings with a GAAP net loss, the Company uses    

 weighted average common shares outstanding – diluted to calculate cash earnings per share – diluted only.     


(4)  The sum of the per-share components of cash earnings per share - diluted may not agree to cash earnings per share -    

 diluted, due to rounding.    

CORPORATE CLIENT GROUP

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited-in thousands)





















Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

Revenue:









Commissions and fees

$       94,609


$       90,665


$     279,372


$     273,009










Operating expenses:









Commissions and fees

9,660


8,825


25,922


25,809


Compensation expense

32,141


31,821


97,533


98,063


Non-compensation expense

18,362


17,234


56,790


54,019


Management fees

24,600


17,524


54,771


46,115


Amortization of intangibles

5,402


5,678


16,003


17,344


Depreciation

1,599


1,657


4,674


5,151


Impairment of goodwill and intangible assets

-


-


1,931


354,408


(Gain) loss on sale of businesses

(125)


(206)


(8,287)


130

Total operating expenses

91,639


82,533


249,337


601,039










Income (loss) from operations

$         2,970


$         8,132


$       30,035


$   (328,030)

CORPORATE CLIENT GROUP

RECONCILIATION OF INCOME (LOSS) FROM OPERATIONS TO ADJUSTED EBITDA (1)

(Unaudited-in thousands)












Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009










Income (loss) from operations

$         2,970


$         8,132


$       30,035


$   (328,030)


Amortization of intangibles

5,402


5,678


16,003


17,344


Depreciation

1,599


1,657


4,674


5,151


Impairment of goodwill and intangible assets

-


-


1,931


354,408


(Gain) loss on sale of businesses

(125)


(206)


(8,287)


130


Accelerated vesting of RSUs

7,394


-


7,394


-

Adjusted EBITDA

$       17,240


$       15,261


$       51,750


$       49,003



















(1)  The reconciliation of Adjusted EBITDA per reportable segment does not include the following items, which are not allocated to any of the Company’s reportable segments: income tax expense, interest income, interest expense, gain on early extinguishment of debt and other, net.  These items are included in the reconciliation of Adjusted EBITDA to net income on a consolidated basis.  

INDIVIDUAL CLIENT GROUP

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited-in thousands)





















Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

Revenue:









Commissions and fees

$       91,906


$       97,428


$     261,977


$     274,931










Operating expenses:









Commissions and fees

18,757


18,851


57,375


57,726


Compensation expense

25,914


28,994


81,970


89,004


Non-compensation expense

16,048


17,928


50,360


54,513


Management fees

28,866


17,331


54,879


41,201


Amortization of intangibles

2,856


3,297


8,799


10,401


Depreciation

1,065


1,441


3,345


4,472


Impairment of goodwill and intangible assets

-


2,002


970


257,826


(Gain) loss on sale of businesses

25


(984)


(1,734)


(1,982)

Total operating expenses

93,531


88,860


255,964


513,161










(Loss) income from operations

$       (1,625)


$         8,568


$         6,013


$   (238,230)

INDIVIDUAL CLIENT GROUP

RECONCILIATION OF INCOME (LOSS) FROM OPERATIONS TO ADJUSTED EBITDA (1)

(Unaudited-in thousands)












Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009










(Loss) income from operations

$       (1,625)


$         8,568


$         6,013


$   (238,230)


Amortization of intangibles

2,856


3,297


8,799


10,401


Depreciation

1,065


1,441


3,345


4,472


Impairment of goodwill and intangible assets

-


2,002


970


257,826


Gain on sale of businesses

25


(984)


(1,734)


(1,982)


Accelerated vesting of RSUs

6,001


-


6,001


-

Adjusted EBITDA

$         8,322


$       14,324


$       23,394


$       32,487



















(1)  The reconciliation of Adjusted EBITDA per reportable segment does not include the following items, which are not allocated to any of the Company’s reportable segments: income tax expense, interest income, interest expense, gain on early extinguishment of debt and other, net.  These items are included in the reconciliation of Adjusted EBITDA to net income on a consolidated basis.  

ADVISOR SERVICES GROUP

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited-in thousands)





















Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

Revenue:









Commissions and fees

$       50,963


$       41,832


$     156,292


$     123,164










Operating expenses:









Commissions and fees

42,314


35,383


129,161


104,399


Compensation expense

4,026


3,834


11,568


12,389


Non-compensation expense

3,374


1,345


9,997


4,463


Depreciation

353


263


1,009


762

Total operating expenses

50,067


40,825


151,735


122,013










Income from operations

$            896


$         1,007


$         4,557


$         1,151

ADVISOR SERVICES GROUP

RECONCILIATION OF INCOME (LOSS) FROM OPERATIONS TO ADJUSTED EBITDA (1)

(Unaudited-in thousands)












Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009










Income from operations

$            896


$         1,007


$         4,557


$         1,151


Depreciation

353


263


1,009


762

Adjusted EBITDA

$         1,249


$         1,270


$         5,566


$         1,913



















(1)  The reconciliation of Adjusted EBITDA per reportable segment does not include the following items, which are not allocated to any of the Company’s reportable segments: income tax expense, interest income, interest expense, gain on early extinguishment of debt and other, net.  These items are included in the reconciliation of Adjusted EBITDA to net income on a consolidated basis.  

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited-in thousands)





















September 30,



December 31,



2010



2009

ASSETS





Current assets:






Cash and cash equivalents

$             94,885



$             55,994


Fiduciary funds - restricted related to premium trust accounts

91,112



75,931


Commissions, fees and premiums receivable, net

98,058



129,833


Due from principals and/or certain entities they own

15,900



14,075


Notes receivable, net

8,012



9,731


Deferred tax assets

15,086



14,283


Other current assets

22,123



14,435


   Total current assets

345,176



314,282

Property and equipment, net

37,362



37,291

Deferred tax assets

557



5,820

Intangibles, net

345,865



379,513

Goodwill, net

70,835



63,887

Notes receivable, net

32,070



28,714

Other non-current assets

42,829



39,744


   Total assets

$           874,694



$           869,251







LIABILITIES





Current liabilities:






Premiums payable to insurance carriers

$             96,356



$             77,941


Borrowings

-



40,000


Current portion of long term debt

12,500



-


Income taxes payable

-



6,325


Due to principals and/or certain entities they own

27,767



34,106


Accounts payable

17,530



24,337


Accrued liabilities

63,729



73,105


   Total current liabilities

217,882



255,814

Long term debt

109,375



-

Deferred tax liabilities

4,207



4,380

Convertible senior notes

86,575



204,548

Other non-current liabilities

64,089



64,472


   Total liabilities

482,128



529,214







STOCKHOLDERS' EQUITY





Preferred stock at par value

-



-

Common stock at par value

4,589



4,414

Additional paid-in capital

900,284



876,563

Accumulated deficit

(439,351)



(438,109)

Treasury stock

(72,360)



(102,930)

Accumulated other comprehensive (loss) income

(596)



99


   Total stockholders' equity

392,566



340,037


   Total liabilities and stockholders' equity

$           874,694



$           869,251

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited-in thousands)





















Three Months Ended


Nine Months Ended



September 30,


September 30,



2010


2009


2010


2009

Cash flow from operating activities









Net income (loss)

$       8,230


$     10,540


$     27,289


$ (495,237)










Adjustments to reconcile to net cash provided by








(used in) operating activities:









Deferred taxes

(5,072)


1,106


284


(87,000)


Stock-based compensation

9,998


2,456


15,676


7,443


Impairment of goodwill and intangible assets

-


2,002


2,901


612,234


Amortization of intangibles

8,258


8,975


24,802


27,745


Depreciation

3,017


3,361


9,028


10,385


Accretion of senior convertible notes discount

992


2,783


7,027


8,292


Gain on sale of businesses

(100)


(1,190)


(10,021)


(1,852)


Loss on sublease

-


-


1,766


-


Bad debt expense

1,858


718


2,697


768


Gain on early extinguishment of debt

(9,711)


-


(9,711)


-


Other, net

(545)


-


(1,493)


-










(Increase) decrease in operating assets:









Fiduciary funds - restricted related to premium









trust accounts

(4,995)


3,420


(15,181)


(729)


Commissions, fees and premiums receivable, net

(2,156)


3,847


28,744


38,920


Due from principals and/or certain entities they own

(397)


1,615


(1,839)


(3,390)


Notes receivable, net - current

(553)


659


1,719


(705)


Other current assets

(1,998)


(816)


(7,657)


(396)


Notes receivable, net - non-current

(1,149)


1,060


(7,745)


(2,977)


Other non-current assets

621


(700)


680


(1,832)










Increase (decrease) in operating liabilities:









Premiums payable to insurance carriers

7,209


1,457


18,415


9,424


Income taxes payable

8,799


-


2,474


(11)


Due to principals and/or certain entities they own

8,903


26


(8,507)


(22,072)


Accounts payable

549


3,038


(4,013)


(7,125)


Accrued liabilities

8,129


1,081


1,905


(8,475)


Other non-current liabilities

(5,671)


4,983


(2,868)


(416)

Total adjustments

25,986


39,881


49,083


578,231

Net cash provided by operating activities

34,216


50,421


76,372


82,994










Cash flow from investing activities:









Proceeds from disposal of businesses

166


1,935


5,673


10,997


Purchases of property and equipment, net

(4,017)


(1,801)


(9,284)


(4,943)


Payments for acquired firms, net of cash, and









contingent consideration

(642)


(627)


(10,123)


(1,606)


Change in restricted cash

10,000


-


10,000


-

Net cash used in (provided by) investing activities

5,507


(493)


(3,734)


4,448










Cash flow from financing activities:









Repayments of borrowings

-


(40,000)


(40,000)


(73,000)


Proceeds from long term debt

125,000


-


125,000


-


Repayment of long term debt

(3,125)


-


(3,125)


-


Long term debt costs

(3,923)


-


(3,923)


-


Proceeds from issuance of senior convertible notes

-


-


125,000


-


Senior convertible notes issuance costs

(16)


-


(4,129)


-


Repayment of senior convertible notes

(219,650)


-


(219,650)


-


Senior convertible notes tender offer costs

(800)


-


(800)


-


Purchase of call options

-


-


(33,913)


-


Sale of warrants

-


-


21,025


-


Proceeds from stock-based awards, including









tax benefit

57


385


2,891


(2,719)


Shares cancelled to pay withholding taxes

(150)


(51)


(2,056)


(210)


Dividends paid

-


-


(67)


(50)

Net cash used in financing activities

(102,607)


(39,666)


(33,747)


(75,979)

Net (decrease) increase in cash and cash equivalents

(62,884)


10,262


38,891


11,463

Cash and cash equivalents, beginning of period

157,769


49,822


55,994


48,621

Cash and cash equivalents, end of the period

$     94,885


$     60,084


$     94,885


$     60,084










Supplemental disclosures of cash flow information









Cash paid for income taxes

$       5,397


$       4,332


$     26,100


$     18,010


Cash paid for interest

$       1,580


$       1,975


$       3,281


$       5,771

SOURCE NFP

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