NEW YORK, Aug. 3 /PRNewswire-FirstCall/ --





























Financial Highlights(1)

2Q 2010

2Q 2009

% Change



2Q 2010

1Q 2010

% Change



YTD 2010

YTD 2009

% Change



(Dollars in millions, except per share data)



















































Revenue

$        234.9

$        224.2

4.8%



$         234.9

$         225.3

4.3%



$       460.2

$         441.2

4.3%



Net income (loss)

12.1

10.0

21.0%



12.1

7.0

72.9%



19.1

(505.8)

NM



Net income (loss) per diluted share

0.27

0.23

17.4%



0.27

0.16

68.8%



0.43

(12.48)

NM



Cash earnings

25.2

26.4

-4.5%



25.2

22.0

14.5%



47.2

44.5

6.1%



Cash earnings per diluted share

$          0.57

$          0.62

-8.1%



$           0.57

0.50

14.0%



$         1.08

$           1.06

1.9%



Adjusted EBITDA

$          26.3

$          28.3

-7.1%



$           26.3

$           27.6

-4.7%



$         53.9

$           52.5

2.7%



Adjusted EBITDA margin

11.2%

12.6%





11.2%

12.3%





11.7%

11.9%





Cash flow from operations

$          37.3

$          34.1

9.4%



$           37.3

$             4.9

661.2%



$         42.2

$           32.6

29.4%



























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

NM indicates metric not meaningful.





National Financial Partners Corp. (NYSE: NFP), a provider of benefits, insurance and wealth management services, today reported financial results for the second quarter ended June 30, 2010.

Commenting on today's announcement, Jessica M. Bibliowicz, chairman, president and chief executive officer, said, "We are proud to have recently been ranked as the ninth top insurance broker globally by Best's Review.  As a leader in the industry, and through our client-centric business segments, we continue to focus on providing the highest quality of service to our clients.  Our performance this quarter included positive contributions from each of our three business segments, driving organic revenue growth of 7.3% in a challenging market environment."

Second Quarter Results - Consolidated

NFP reported second quarter 2010 net income of $12.1 million, or net income of $0.27 per diluted share, compared with net income of $10.0 million, or net income of $0.23 per diluted share in the prior year period.  

Second quarter 2010 cash earnings was $25.2 million, or $0.57 per diluted share, compared with $26.4 million, or $0.62 per diluted share, in the second quarter 2009.  Cash earnings in the second quarter 2010 included a $7.7 million net non-cash gain on sale of businesses.  Excluding this gain, cash earnings was $20.8 million or $0.47 per diluted share in the second quarter 2010.  Cash earnings in the second quarter 2009 included $5.5 million in key-person life insurance proceeds.  Excluding the key-person life insurance proceeds, cash earnings was $20.9 million or $0.49 per diluted share in the second quarter 2009.  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 and the after-tax impact of non-cash interest expense.  A reconciliation of net income to cash earnings is provided in the attached tables.

Revenue was $234.9 million in the second quarter 2010, an increase of $10.7 million, or 4.8%, compared with $224.2 million in the second quarter 2009. This increase was driven largely by growth in the Advisor Services Group.  Revenues in the Corporate Client Group and Individual Client Group were relatively stable year over year, as revenue increases at existing firms largely offset the declines stemming from dispositions.  Organic revenue grew 7.3% in the second quarter 2010, compared with the prior year period, and included positive contributions from all three segments.

Sequentially, revenue in the second quarter 2010 increased $9.6 million, or 4.3%, compared with $225.3 million in the first quarter 2010. Components of the revenue increase included strength in the Individual Client Group and the Advisor Services Group, offset by a decrease in the Corporate Client Group which experienced the same seasonal revenue trend in 2009.

Total operating expenses were $212.1 million, compared with $210.2 million in the prior year period.  Operating expenses in the second quarter 2010 included a $7.7 million non-cash gain on sale of businesses.  Adjusted EBITDA in the second quarter 2010 was $26.3 million with an Adjusted EBITDA margin of 11.2%, compared with Adjusted EBITDA of $28.3 million with an Adjusted EBITDA margin of 12.6% in the prior year period.  

Results in the second quarter 2010 were impacted by an increase in management fees driven by sequential revenue improvement in the Individual Client Group.  Specifically, in the retail life business, management fees increased from the first quarter 2010 to the second quarter 2010, as revenues increased and businesses that had not earned meaningful management fees in the first quarter moved into an earnings position in which they were eligible for management fees and performance incentives in the second quarter.  In addition, results in the second quarter 2010 were impacted by an increase in commissions and fees expenses commensurate with an increase in revenue in the Advisor Services Group.  

Adjusted EBITDA is a non-GAAP measure, which the Company defines as net income excluding income tax expense, interest income, interest expense, other, net, amortization of intangibles, depreciation, impairment of goodwill and intangible assets, (gain) loss on sale of businesses, 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 margin is calculated by dividing Adjusted EBITDA by revenue.  A reconciliation of net income to Adjusted EBITDA is provided in the attached tables.

Cash flow from operations for the second quarter 2010 increased to $37.3 million compared with a cash flow from operations of $34.1 million in the second quarter 2009.  Cash flow from operations in the second quarter 2009 included $5.5 million of key-person life insurance proceeds.

In the second quarter 2010, the Company sold three businesses and certain assets of three additional businesses and recognized a $7.7 million net non-cash gain in the second quarter 2010.  The majority of this gain was generated by the sale of assets of a business in the Corporate Client Group for which NFP continues to own a preferred minority interest.  The second quarter 2009 was positively impacted by a $5.5 million gain from key person life insurance proceeds which was recorded in other income.

Second 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 38.1% of NFP's revenue for the second quarter 2010 and 40.1% in the second quarter 2009.  CCG revenue remained essentially unchanged at $89.5 million in the second quarter 2010 compared with $89.8 million in the prior year period.  CCG organic revenue growth was 3.7%.  Existing businesses increased revenues sufficiently to offset loss of revenues from dispositions of $3.6 million.  

Sequentially, CCG revenue decreased $5.7 million or 6.0% in the second quarter 2010 compared with the first quarter 2010, similar to the sequential trend between the first and second quarters of 2009.

CCG Adjusted EBITDA was unchanged at $15.0 million in the second quarter 2010 compared with $15.0 million in the prior year period.  Adjusted EBITDA margin of 16.8% was essentially unchanged in the second quarter 2010 compared with 16.7% 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 38.9% of NFP's revenue for the second quarter 2010 and 41.2% in the second quarter 2009.  ICG revenue was $91.4 million in the second quarter 2010 compared with $92.4 million in the prior year period.  ICG organic revenue growth was 5.5%.  Revenues for retail life declined due to dispositions on a year over year basis, while on an organic basis, retail life, wholesale life brokerage, and investment advisory businesses all increased.  

Sequentially, ICG revenue increased $12.7 million or 16.1% in the second quarter 2010 compared with the first quarter 2010. There was an 8.7% increase between the first and second quarters of 2009.  

ICG Adjusted EBITDA was $9.0 million with an Adjusted EBITDA margin of 9.8% in the second quarter 2010 compared with $11.8 million with an Adjusted EBITDA margin of 12.8% 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 23.0% of NFP's revenue for the second quarter 2010 and 18.7% for the second quarter 2009.  ASG revenue was $54.0 million in the second quarter 2010 compared with $41.9 million in the prior year period, an increase of $12.1 million or 28.8%.  ASG organic revenue growth was 16.0%.  

Sequentially, ASG revenue increased $2.7 million or 5.2% in the second quarter 2010 compared with the first quarter 2010, similar to the sequential trend between the first and second quarters of 2009.

ASG Adjusted EBITDA was $2.3 million with an Adjusted EBITDA margin of 4.2% in the second quarter 2010 compared with Adjusted EBITDA of $1.5 million with an Adjusted EBITDA margin of 3.5% in the prior year period.  

As of June 30, 2010, assets under management at NFP's registered investment advisor were $8.2 billion, compared with $6.8 billion as of June 30, 2009.  

Recapitalization

During the second quarter 2010, NFP launched and closed a portion of its recapitalization plan which was designed to (1) maintain a similar level of debt for NFP; (2) extend debt maturities from 2011 and 2012, to 2014 and 2017; and (3) distribute the principal maturity payments.  The remaining components of the plan were completed in July 2010.  Specifically, NFP's recent recapitalization initiatives included:

  • 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;
  • 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, of which outstanding principal and interest were repaid on June 30, 2010.


In the third quarter 2010, NFP expects to recognize a net gain of approximately $10.0 million related to the tender offer.

Earnings Conference Call & Presentation

The Company will conduct its second quarter 2010 earnings conference call and audio webcast on August 4, 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 617-597-5392 (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 93602787.  To access the replay of the conference call over the Internet, visit the above-mentioned Web site.

About National Financial Partners Corp.

NFP is a leading independent financial services distribution company.  NFP offers companies and high net worth individuals throughout the United States and in Canada comprehensive solutions across corporate and executive benefits, life insurance and wealth transfer, and investment advisory products and services.  NFP and its subsidiaries, including NFP Securities, Inc., provide clients with access to objective advice and a choice of insurance and financial products and services. For more information please 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 and the after-tax impact of non-cash interest expense.    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, other, net, amortization of intangibles, depreciation, impairment of goodwill and intangible assets, (gain) loss on sale of businesses, 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 June 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) fluctuations in the price of NFP's common stock, whether due to securities and capital markets behavior, the dilutive impact of capital-raising effort, or otherwise; (11) 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) adverse developments in the markets in which the Company operates, resulting in fewer sales of financial products and services, including those related to compensation agreements with insurance companies and activities within the life settlements industry; (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 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; and (22) 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 and its Quarterly Report on Form 10-Q for the period ended March 31, 2010, filed with the SEC on May 10, 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



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009

Revenue:

















Commissions and fees

$ 234,890



$ 224,198



$ 460,163



$  441,179



















Operating expenses:

















Commissions and fees

73,421



62,474



141,727



124,875



Compensation expense

63,722



66,164



128,990



134,807



Non-compensation expense

38,914



37,307



79,363



76,488



Management fees

32,534



29,954



56,184



52,461



Amortization of intangibles

8,206



9,176



16,544



18,770



Depreciation

3,005



3,485



6,011



7,024



Impairment of goodwill and intangible assets

-



2,895



2,901



610,232



Gain on sale of businesses

(7,690)



(1,279)



(9,921)



(662)

Total operating expenses

212,112



210,176



421,799



1,023,995



















Income (loss) from operations

22,778



14,022



38,364



(582,816)



















Non-operating income and expenses

















Interest income

888



822



1,776



1,546



Interest expense

(4,880)



(5,386)



(9,459)



(10,717)



Other, net

2,013



6,608



2,671



7,724

Non-operating income and expenses, net

(1,979)



2,044



(5,012)



(1,447)



















Income (loss) before income taxes

20,799



16,066



33,352



(584,263)





















Income tax expense (benefit)

8,730



6,044



14,293



(78,486)



















Net income (loss)

$   12,069



$   10,022



$   19,059



$ (505,777)



















Earnings (loss) per share:

















Basic

$       0.28



$       0.24



$       0.45



$     (12.48)



Diluted

$       0.27



$       0.23



$       0.43



$     (12.48)



















Weighted average shares outstanding:

















Basic

42,611



41,144



42,157



40,541



Diluted

44,353



42,833



43,819



40,541





RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited-in thousands)

























Three Months Ended



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009

GAAP net income (loss)

$ 12,069



$ 10,022



$ 19,059



$ (505,777)



Income tax expense (benefit)

8,730



6,044



14,293



(78,486)



Interest income

(888)



(822)



(1,776)



(1,546)



Interest expense

4,880



5,386



9,459



10,717



Other, net

(2,013)



(6,608)



(2,671)



(7,724)

Income (loss) from operations

$ 22,778



$ 14,022



$ 38,364



$ (582,816)



Amortization of intangibles

8,206



9,176



16,544



18,770



Depreciation

3,005



3,485



6,011



7,024



Impairment of goodwill and intangible assets

-



2,895



2,901



610,232



Gain on sale of businesses

(7,690)



(1,279)



(9,921)



(662)

Adjusted EBITDA (1)

$ 26,299



$ 28,299



$ 53,899



$    52,548





RECONCILIATION OF NET INCOME (LOSS) TO CASH EARNINGS

(Unaudited-in thousands, except per share data)







































Three Months Ended



Six Months Ended



June 30,



June 30,



2010



2009



2010



2009

GAAP net income (loss)

$ 12,069



$ 10,022



$ 19,059



$ (505,777)



Amortization of intangibles

8,206



9,176



16,544



18,770



Depreciation

3,005



3,485



6,011



7,024



Impairment of goodwill and intangible assets

-



2,895



2,901



610,232



Tax benefit of impairment of goodwill and

















intangible assets

88



(902)



(1,030)



(89,048)



Non-cash interest, net of tax

1,838



1,732



3,705



3,289

Cash earnings (2)

$ 25,206



$ 26,408



$ 47,190



$    44,490



















GAAP net income (loss) per share - diluted

$     0.27



$     0.23



$     0.43



$     (12.48)



Amortization of intangibles

0.19



0.21



0.38



0.45



Depreciation

0.07



0.08



0.14



0.17



Impairment of goodwill and intangible assets

-



0.07



0.07



14.56



Tax benefit of impairment of goodwill and

















intangible assets

0.00



(0.02)



(0.02)



(2.13)



Non-cash interest, net of tax

0.04



0.04



0.08



0.08



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)

$     0.57



$     0.62



$     1.08



$        1.06

































(1)

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



income, interest expense, other, net, amortization of intangibles, depreciation, impairment of goodwill and intangible assets,



gain on sale of businesses, 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 and the after-tax impact of non-cash



interest expense.





(3)

For periods where the Company generated a GAAP net loss, weighted average common shares outstanding - diluted



was used to calculate cash earnings per share - diluted only. 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



antidilutive effects of other items caused by a GAAP net loss position.





(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



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009

Revenue:

















Commissions and fees

$ 89,516



$ 89,832



$ 184,763



$  182,344



















Operating expenses:

















Commissions and fees

8,299



8,142



16,262



16,984



Compensation expense

32,296



32,288



65,392



66,242



Non-compensation expense

18,832



18,416



38,428



36,785



Management fees

15,045



16,019



30,171



28,591



Amortization of intangibles

5,253



5,760



10,601



11,666



Depreciation

1,516



1,688



3,075



3,494



Impairment of goodwill and intangible assets

-



110



1,931



354,408



(Gain) loss on sale of businesses

(6,841)



(244)



(8,162)



336

Total operating expenses

74,400



82,179



157,698



518,506



















Income (loss) from operations

$ 15,116



$   7,653



$   27,065



$ (336,162)





CORPORATE CLIENT GROUP

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

(Unaudited-in thousands)























Three Months Ended



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009



















Income (loss) from operations

$ 15,116



$   7,653



$   27,065



$ (336,162)



Amortization of intangibles

5,253



5,760



10,601



11,666



Depreciation

1,516



1,688



3,075



3,494



Impairment of goodwill and intangible assets

-



110



1,931



354,408



(Gain) loss on sale of businesses

(6,841)



(244)



(8,162)



336

Adjusted EBITDA

$ 15,044



$ 14,967



$   34,510



$    33,742





































(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, 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



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009

Revenue:

















Commissions and fees

$ 91,377



$ 92,432



$ 170,071



$  177,503



















Operating expenses:

















Commissions and fees

20,246



19,436



38,618



38,875



Compensation expense

27,814



29,673



56,056



60,010



Non-compensation expense

16,857



17,540



34,312



36,585



Management fees

17,489



13,935



26,013



23,870



Amortization of intangibles

2,953



3,416



5,943



7,104



Depreciation

1,155



1,561



2,280



3,031



Impairment of goodwill and intangible assets

-



2,785



970



255,824



Gain on sale of businesses

(849)



(1,035)



(1,759)



(998)

Total operating expenses

85,665



87,311



162,433



424,301



















Income (loss) from operations

$   5,712



$   5,121



$     7,638



$ (246,798)





INDIVIDUAL CLIENT GROUP

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

(Unaudited-in thousands)























Three Months Ended



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009



















Income (loss) from operations

$   5,712



$   5,121



$     7,638



$ (246,798)



Amortization of intangibles

2,953



3,416



5,943



7,104



Depreciation

1,155



1,561



2,280



3,031



Impairment of goodwill and intangible assets

-



2,785



970



255,824



Gain on sale of businesses

(849)



(1,035)



(1,759)



(998)

Adjusted EBITDA

$   8,971



$ 11,848



$   15,072



$    18,163





































(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, 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



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009

Revenue:

















Commissions and fees

$ 53,997



$ 41,934



$ 105,329



$ 81,332



















Operating expenses:

















Commissions and fees

44,876



34,896



86,847



69,016



Compensation expense

3,612



4,203



7,542



8,555



Non-compensation expense

3,225



1,351



6,623



3,118



Depreciation

334



236



656



499

Total operating expenses

52,047



40,686



101,668



81,188



















Income from operations

$   1,950



$   1,248



$     3,661



$      144





ADVISOR SERVICES GROUP

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

(Unaudited-in thousands)























Three Months Ended



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009



















Income from operations

$   1,950



$   1,248



$     3,661



$      144



Depreciation

334



236



656



499

Adjusted EBITDA

$   2,284



$   1,484



$     4,317



$      643





































(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, 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)















June 30,



December 31,





2010



2009

ASSETS







Current assets:









Cash and cash equivalents

$ 157,769



$        55,994



Fiduciary funds - restricted related to premium trust accounts

86,117



75,931



Commissions, fees and premiums receivable, net

95,835



129,833



Due from principals and/or certain entities they own

15,503



14,075



Notes receivable, net

7,459



9,731



Deferred tax assets

11,389



14,283



Other current assets

19,905



14,435



   Total current assets

393,977



314,282

Property and equipment, net

36,362



37,291

Deferred tax assets

-



5,820

Intangibles, net

354,086



379,513

Goodwill, net

66,344



63,887

Notes receivable, net

33,158



28,714

Other non-current assets

52,276



39,744



   Total assets

$ 936,203



$      869,251











LIABILITIES







Current liabilities:









Premiums payable to insurance carriers

$   89,147



$        77,941



Borrowings

-



40,000



Income taxes payable

-



6,325



Due to principals and/or certain entities they own

18,232



34,106



Accounts payable

16,737



24,337



Accrued liabilities

54,318



73,105



   Total current liabilities

178,434



255,814

Deferred tax liabilities

5,963



4,380

Convertible senior notes

295,368



204,548

Other non-current liabilities

70,702



64,472



   Total liabilities

550,467



529,214











STOCKHOLDERS' EQUITY







Preferred stock at par value

-



-

Common stock at par value

4,498



4,414

Additional paid-in capital

901,207



876,563

Accumulated deficit

(442,354)



(438,109)

Treasury stock

(77,687)



(102,930)

Accumulated other comprehensive income

72



99



   Total stockholders' equity

385,736



340,037



   Total liabilities and stockholders' equity

$ 936,203



$      869,251





CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited-in thousands)























Three Months Ended



Six Months Ended





June 30,



June 30,





2010



2009



2010



2009

Cash flow from operating activities

















Net income (loss)

$   12,069



$ 10,022



$   19,059



$ (505,777)



















Adjustments to reconcile to net cash provided by















(used in) operating activities:

















Deferred taxes

5,005



(58)



5,356



(88,106)



Stock-based compensation

2,727



2,499



5,678



4,987



Impairment of goodwill and intangible assets

-



2,895



2,901



610,232



Amortization of intangibles

8,206



9,176



16,544



18,770



Depreciation

3,005



3,485



6,011



7,024



Accretion of senior convertible notes discount

3,128



2,784



6,035



5,509



Gain on sale of businesses

(7,690)



(1,279)



(9,921)



(662)



Loss on sublease

-



-



1,766



-



Bad debt expense

815



(76)



839



50



Other, net

(546)



-



(948)



-



















(Increase) decrease in operating assets:

















Fiduciary funds - restricted related to premium

















trust accounts

(11,896)



(7,937)



(10,186)



(4,149)



Commissions, fees and premiums receivable, net

1,268



3,436



30,900



35,073



Due from principals and/or certain entities they own

(1,382)



(6,312)



(1,442)



(5,005)



Notes receivable, net - current

(47)



(113)



2,272



(1,364)



Other current assets

(4,656)



(869)



(5,659)



420



Notes receivable, net - non-current

(4,049)



3,044



(6,596)



(4,037)



Other non-current assets

1,083



(777)



59



(1,132)



















Increase (decrease) in operating liabilities:

















Premiums payable to insurance carriers

13,533



9,004



11,206



7,967



Income taxes payable

(525)



(1,231)



(6,325)



(11)



Due to principals and/or certain entities they own

6,971



7,118



(17,410)



(22,098)



Accounts payable

1,722



(5,524)



(4,562)



(10,163)



Accrued liabilities

7,888



6,751



(6,224)



(9,556)



Other non-current liabilities

624



(1,899)



2,803



(5,399)

Total adjustments

25,184



24,117



23,097



538,350

Net cash provided by operating activities

37,253



34,139



42,156



32,573



















Cash flow from investing activities:

















Proceeds from disposal of businesses

476



6,962



5,507



9,062



Purchases of property and equipment, net

(2,334)



(1,538)



(5,267)



(3,142)



Payments for acquired firms, net of cash, and

















contingent consideration

(2,677)



1,278



(9,481)



(979)

Net cash used in (provided by) investing activities

(4,535)



6,702



(9,241)



4,941



















Cash flow from financing activities:

















Repayments of borrowings

(35,000)



(33,000)



(40,000)



(33,000)



Proceeds from issuance of senior convertible notes

125,000



-



125,000



-



Senior convertible notes issuance costs

(4,113)



-



(4,113)



-



Purchase of call options

(33,913)



-



(33,913)



-



Sale of warrants

21,025



-



21,025



-



Proceeds from stock-based awards, including

















tax benefit

1,140



(327)



2,834



(3,104)



Shares cancelled to pay withholding taxes

(48)



(12)



(1,906)



(159)



Payments for treasury stock repurchase

-



-



-



-



Dividends paid

(1)



1



(67)



(50)

Net cash used in (provided by) financing activities

74,090



(33,338)



68,860



(36,313)

Net decrease in cash and cash equivalents

106,808



7,503



101,775



1,201

Cash and cash equivalents, beginning of period

50,961



42,319



55,994



48,621

Cash and cash equivalents, end of the period

$ 157,769



$ 49,822



$ 157,769



$    49,822



















Supplemental disclosures of cash flow information

















Cash paid for income taxes

$     9,267



$ 10,306



$   20,703



$    13,678



Cash paid for interest

$        317



$   1,411



$     1,701



$      3,796





SOURCE NFP

Copyright g. 3 PR Newswire

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