A premier growth manager that has provided institutions and individual investors with risk-managed investment solutions for over three decades.
Dear Fellow Shareholders:
2009 Summary annual report 4 letter to ShareholderS 8 our BuSineSS at a Glance 12 20 a cloSer look Financial hiGhliGhtS 32 executive oFFicerS and directorS 33 inveStor inFormation
In the context of the current global economy and financial markets, we are “short term bullish and long term cautious.” It appears that we have, turned the corner. Although the global economy has not completely returned to pre-recessionary conditions, 2009 brought sure and steady signs that the recession is waning. The systemic risk that roiled nearly every asset class began to abate, creating sharp rebounds in the equity, convertible and high yield markets. Although continuing examples of sovereign and governmental policy uncertainty are cause for concern, I believe recent global manufacturing and economic growth data bode well for the future.
However, we remain “long term cautious“ because of the heavy debt burden that has been created in most of the developed world economies, including the U.S., Europe and Japan. Our challenge is to find approaches and techniques to manage systemic risk more effectively. We will need to contend with volatile global markets for many years. In this market environment, investors need to understand that the flip side of volatility is opportunity. Managing risk and taking advantage of opportunity will continue to be a focus of the Calamos investment strategies. As we enter a new decade, Calamos is well positioned to take advantage of the opportunities for future growth and prosperity. To illustrate, our lowvolatility strategies demonstrated notable resilience during the “mini-cycle” of 2008–2009. Coming out of the downturn, we experienced significant growth in assets under management, due primarily to strong investment performance. As of 2011, we will have twenty years’ experience in growth equity investing. We have leveraged our experience in the U.S. growth equity markets to provide
John p. calamoS, Sr.
Chairman, Chief Executive Officer & Co-Chief Investment Officer
additional growth strategies to the non-U.S. and global markets. We continue to believe that the benefits of long term performance are the results of a timetested risk management approach implemented by an experienced investment management team. We feel that this will continue to provide us with opportunities to grow our business, both domestically and with global strategies for global clients.
During 2009, we made several key senior management appointments to better position our investment team to meet future challenges and opportunities. Co-Chief Investment Officer Nick P. Calamos, CFA, was also named to the newly created role of President of Investments. We further strengthened the structure of our investment team with the appointments of Jeff Scudieri, CFA, and Jon Vacko, CFA, to the newly created roles of Coheads of Research and Investments.
Investment Management
The stability and continuity afforded by our oneteam, one-process approach served us well during this challenging period. We maintained our longterm perspective and did not waver from our investment philosophy and proven approach to risk management. We remained firm in our belief that convertible securities provide significant opportunities to manage portfolio risk in volatile markets. Recognizing that valuations are often driven by sentiment, rather than fundamental factors, we sought to capitalize on valuation disparities.
The stability and continuity afforded by our one-team, one-process approach served us well during this challenging period.
We also took significant steps to enhance our capabilities to capitalize on global investment opportunities. We have been investing in global markets for over two decades and I believe that our time-tested investment approach and a continued interest in global markets were instrumental to the success of our strategies in 2009.
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Distribution and Business Development
In 2009, James J. Boyne became President of Distribution and Operations and will lead our ongoing efforts to expand our distribution opportunities and client base. In the past year, we increased our sales and marketing efforts in the institutional arena and also selectively increased the number of intermediaries that distribute Calamos products globally. To support our growing presence and continued expansion plans outside the U.S., we added senior staff and established an office in the United Kingdom. We also added U.S.-based sales staff to focus on the non-resident alien (NRA) channel and Latin America.
We understand that managing our clients’ assets is an honor and a responsibility. We strongly believe that our company’s success lies in our ability to help our clients achieve their investment objectives. We seek to attract, develop and maintain longterm client relationships by providing excellent client service and educating investors about our investment philosophy and process.
Looking to the Future
Recent economic data and financial market indicators provide evidence that the economy is in recovery mode. We expect further improvement in the next year and see good potential for reasonable equity market returns. At the same time, however, we remain concerned about the impact of certain government policy decisions and high debt build-
The events of the last few years have given investors a new-found appreciation of the value of active investment management and rigorous risk management.
up in the global economy. In this environment, I believe that our ability to assess risk and our timetested investment process will help us to navigate the terrain ahead and continue to provide added value to our clients. I have seen evidence that the events of the last few
We also added strategic business, targeted sales and marketing resources to support our growing presence in the defined contribution retirement plan arena. We believe that this rapidly expanding market will be especially receptive to those Calamos investment strategies that focus on providing investment returns with lower volatility and seek to outperform the market over full and multiple market cycles.
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years have given investors a new-found appreciation of the value of active investment management and rigorous risk management. Most investors now understand that systemic risk is not only very real, but that it can, quickly and without warning, ravage investments across asset classes. As a result, many are now seeking an investment manager with a proven track record of actively managing risk and delivering solid investment results over the long
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term. I believe that Calamos is well positioned to serve this market in the years ahead. For over thirty years, we have successfully managed money for our clients through many market conditions and market cycles. We will continue to think globally, remain flexible and make bold investment choices with a consistent emphasis on risk management. We have always believed that innovation is a prerequisite for success We were an early advocate of the importance of a global perspective in a diversified investment portfolio. Calamos entered the international investment arena in 1988. In 2005, we leveraged our global investing experience to introduce the Calamos International Growth Fund. This fund, together with our other global strategies, employs our disciplined investment process to enable investors to create portfolio diversification with growth equity opportunities outside of the U.S. Our state-of-the-art headquarters is an example of our ongoing commitment to innovation in the area of conservation and the environment. Everything from the building’s green roof and use of natural daylight to the site’s storm water retention and erosion control features provide both our associates and the surrounding community an eco-friendly facility. Completed in 2005, it’s one of the first privately developed buildings in the Chicago area to be registered with the U.S. Green Building Council for Leadership in Energy and Environmental Design (LEED) certification.
Thank You
I want to thank our clients—the institutions, intermediaries and individuals who continue to trust us with their clients’ and their own wealth. It’s a responsibility we do not take lightly. Your best interests will continue to drive everything we do. I also want to thank our talented Board of Directors, whose members have given generously of their time and experience to support and counsel the leadership of our company. I would also like to recognize our senior management team and the Calamos associates. Their energy and passion is instrumental in helping us achieve strong results as we continue to move forward. Their positive thinking and creativity continue to advance our efforts, and I thank them for their contribution and continued support of our mission. Finally, thank you for your investment in our company. We work hard to earn your trust every day. Sincerely,
John P. Calamos, Sr. Chairman, Chief Executive Officer & Co-Chief Investment Officer Calamos Asset Management, Inc.
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Our Business at a Glance
calamoS inveStment philoSophy
We believe that the key to consistent, long-term success is the ability to achieve the optimal balance between enhancing returns and managing risk. We understand that unforeseen events that test conventional wisdom are an inevitable part of the economic landscape. Therefore, our investment philosophy is both consistent and long-term oriented. We continually study the financial markets and apply our rigorous investment process to cope with the volatility and risk associated with financial
markets. Since we believe that diversification is critical to managing risk and moderating the impact of volatile markets, we offer investment strategies that represent a wide array of risk and reward profiles. However, whether we are managing a conservative or an aggressive strategy, our objective is to maintain the consistency of each strategy’s risk and reward profile.
calamoS BuSineSS StrateGy
Our goal is to leverage and enhance our investment capabilities in order to improve client responsiveness and position our business for long-term growth.
at a Glance
(AUM in $billion as of 12/31/09)
A key component of our strategy is to selectively expand our investment strategies in response to the 19.53 4.95 4.62 3.61 32.71 needs of our clients and the evolving opportunities of the global marketplace. However, as we seek ways to expand our distribution relationships and client base, we continue to focus on maintaining superior risk-adjusted investment performance and serving the needs of our long-term investors.
Open-End Funds Closed-End Funds Institutional Accounts Managed Accounts TOTAL AUM
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Our Business At a Glance
calamoS inStitutional manaGement
Calamos offers separately managed portfolios for pension plans, public entities, endowments and private investors both directly and through intermediaries. Our institutional team focuses on developing relationships with institutional consultants and educating institutional
and performance, as well as providing ongoing client service to existing institutional accounts. We focus on growing our institutional business through equity, defensive equity and fixed income mandates, managed under both domestic and global objectives. As of year-end 2009, we had approximately 340 institutional accounts, including commingled funds and sub-advised relationships.
prospects concerning our investment process
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calamoS manaGed accountS
Our managed accounts are individual portfolios of securities offered primarily through major national and regional broker-dealer platforms. Our strategies include defensive equity, equity, convertible and high yield.
throughout the full course of each market cycle. We expect to continue to seek opportunities to expand and develop our open-end investment strategies as market conditions change.
calamoS u.S. cloSed-end FundS
With the introduction of the Calamos Convertible
calamoS u.S. mutual FundS
Since we introduced the Calamos Convertible Fund in 1985, our mutual fund family has grown (as of 12/31/09) to thirteen open-end funds and four offshore funds distributed primarily through financial intermediaries. Our mutual funds invest in securities worldwide and include equity, defensive equity, high yield, convertible, alternative and fixed income strategies that we believe offer attractive risk-adjusted return potential. In all cases, the investment team focuses on maintaining each strategy’s distinct balance between risk and return
Opportunities and Income Fund in 2002, Calamos became one of the first managers to combine different asset classes in a single closed-end offering as part of a strategy to enhance returns and limit risk. We currently act as the investment advisor to five closed-end funds trading on the New York Stock Exchange. Our closed-end offerings comprise both enhanced fixed income and total return portfolios. Each fund invests in a variety of asset classes and seeks to provide a competitive stream of monthly dividends.
calamoS mileStoneS
1983 Nick Calamos joins firm and initiates computerized research 1970s John P. Calamos, Sr. develops proprietary convertible bond strategy to manage risk 1970s 1977 John P. 1981 First Calamos, Sr. opens institutional his money client comes management firm aboard 1985 Calamos launches one of the first convertible bond mutual funds 1980s
1989 Calamos launches separately managed account for national brokerage firm 1988 Calamos introduces a U.S. diversified equity strategy
1990 Calamos launches its flagship U.S. equity growth fund Calamos blends convertibles in a market neutral strategy
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calamoS GloBal FundS, plc
After many years of managing institutional portfolios for European investors, we launched our Irish-domiciled fund company in November 2007. As a result, Calamos can now provide investors around the globe with greater access to our distinctive investment strategies and risk management processes. The Calamos UCITS funds also enable our existing base of financial advisors and institutions outside the U.S. to continue serving their clients and to grow businesses with the added convenience and liquidity of mutual funds available in retail and institutional share classes. At year end, four funds were available: Calamos Growth Fund; Calamos U.S. Convertible Opportunities Fund; Calamos Global Convertible Opportunities Fund; and Calamos Global Equity Fund.
calamoS Wealth manaGement
We provide a full range of wealth management services to high net worth individuals, family offices, and foundations. Assets held for our approximately 600 wealth management clients are reported in the respective underlying investment products. Working closely with our investment management team, the wealth management group offers customized asset allocation advice and managed portfolios of mutual funds and individual securities in both taxable and taxdeferred accounts. Wealth managers are also available to consult with clients on a wide variety of issues associated with the accumulation, preservation and transfer of family wealth.
2003 “Convertible Arbitrage: Insights and Techniques for Successful Hedging” by Nick P. Calamos is published 1998 “Convertible Securities” is published, the second book by John P. Calamos, Sr. 1996 Calamos introduces a global diversified equity strategy 1990s 1999 Calamos launches highyield bond strategy 2002 Calamos offers first of five closed-end funds 2004 Listing on the Nasdaq (CLMS), Calamos goes public 2005 Calamos expands growth capability, launching an international growth strategy 2000s
2007 To meet needs of offshore investors, Calamos lists four funds in Ireland Calamos expands fixed income capabilities 2008 Calamos introduces evolving world growth fund 2009 Calamos opens London office
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A Closer Look at Calamos Asset Management
inveStment team and proceSS
Calamos utilizes a distinctive one-team, oneprocess approach that provides a high level of stability, structure and continuity to our investment process. We believe the daily collaboration among team members provides a distinct competitive advantage that is especially important in volatile market environments. It enables us to make wellinformed investment decisions across strategies and
to better manage risk throughout the investment process. This stability and continuity begins with our investment team. Co-Chief Investment Officers John P. Calamos, Sr. and Nick P. Calamos, CFA have worked together for more than 25 years and many of our senior strategy analysts have been at Calamos for more than a decade. From the beginning, we institutionalized a career track for our investment
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Our Business At a Glance
team members, immersing newer analysts in our investment process, proprietary tools and models. We have thus been able to promote from within, develop a strong team of senior investment professionals and draw upon this seasoned team’s collective contributions and insights.
individual securities. The result is our record of achieving compelling, risk-adjusted returns to investors over the long term.
product manaGement
Since the introduction of our first convertible strategy in 1977, we have continued to selectively
Our product management strategy has a long-term orientation and focuses on maintaining a stable balance of risk and reward over the full course of a market cycle.
expand our investment strategies in areas that we believe offer us the opportunity to produce attractive risk-adjusted returns over the longterm by leveraging our proprietary investment research and portfolio management capabilities. Our strategies now include not only convertible, but also equity, defensive equity, alternative, fixed income, enhanced fixed income, total return and
The Calamos approach focuses on both the art and the science of investing. The science is the quantitative tools we utilize. Over the years, we have built our proprietary research capabilities and a valuation methodology that values companies globally, based on their total capital structure. The art is the judgments we make on the attractiveness of markets, asset classes and
alternative investments. Recently we have stressed global concentrations with the introduction of an emerging markets growth fund and four Irelanddomiciled UCITS Funds. In 2010, we intend to launch a small-/mid-cap growth fund. Because our investment process begins with a comprehensive understanding of a company
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and the attractiveness of its capital structure, we believe we have been able to make selective and appropriate placements across our diverse strategies. Our growth in assets under management during 2009 is a result of our core long-term investment discipline and proprietary research and management processes.
enhanced diStriBution capaBilitieS in the u.S. and aBroad
Our overall distribution strategy seeks to develop and maintain relationships with clients and financial advisors that share our investment philosophy and have the discipline and patience to resist chasing returns or timing short-term market movements. As part of our ongoing efforts to increase our
In this dramatically changed market environment, we have been able to retain and, in many cases, grow our shelf space at key partner firms.
global profile, we established an office in London during 2009. Our goal is to enhance our presence and brand awareness in the United Kingdom and continental Europe and to increase assets under management within our Offshore Funds. We also added U.S.-based sales staff to focus on the nonresident alien (NRA) channel and Latin America.
Our product management strategy has a long-term orientation and focuses on maintaining a stable balance of risk and reward over the full course of a market cycle. However, we are also committed to protecting our clients’ assets during changing market conditions. As a result, decisions to expand our product offerings are made carefully and selectively. In addition, we have closed, and expect to continue to close or discontinue, products during periods in which we do not believe that we can invest new funds in accordance with our policies and objectives.
Our Offshore Funds also gained access to offshore platforms of some of our domestic strategic partners. Domestically, we continued to focus on our strategic distribution partnerships with national and large regional broker/dealers. The market downturn of 2008 led to extensive consolidation within the U.S. broker/dealer segment during 2009. In this dramatically changed market environment, we have been able to retain and, in many cases, grow our shelf space at key partner firms. We have also been able to concentrate resources and personnel, and have intensified our focus on fee-based mutual fund platforms.
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In 2009, we enhanced our initiatives in the institutional and retirement plan markets. We were able to both strengthen existing relationships and establish important new ones by offering our strategies on an investment-only base on key retirement platforms. The maturation of certain
BuildinG Brand eQuity
We are proud that the Calamos name is gaining increased visibility, credibility and respect. We continually seek to leverage and enhance this brand recognition to expand our client base and increase assets under management. We utilize integrated online and offline marketing campaigns,
Our defensive equity strategies— both U.S. and global—will continue to serve the needs of the intermediary channel as volatility continues in the financial markets.
targeted to specific client segments. Our Co-Chief Investment Officers John P. Calamos, Sr. and Nick P. Calamos frequently discuss their investment insights on networks such as CNBC and Bloomberg. They have also presented at and participated in prestigious global thought leadership conferences and have also been featured in numerous financial and business publications.
Calamos products—including our international equity, global equity, evolving world growth and total return bond strategies—provide other opportunities for us to build our presence in both the institutional and retirement markets. We also believe that our defensive equity strategies—both U.S. and global—will continue to serve the needs of our clients and distribution partners as volatility continues in the financial markets.
We also seek to build brand awareness with strategic sponsorships of events and causes that engage diverse market segments. For example, in 2009, we sponsored the Solheim Cup, a transAtlantic tournament that is one of the most prestigious events in women’s golf and attracted over 100,000 international attendees.
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inStitutional accountS
All of our institutional strategy composites have beaten their primary benchmarks for the sinceinception time period. We believe this demonstrates our ability to outperform over the long term. In 2009, we saw expansion of clients and accelerating growth in assets under management within the institutional channel. As of December 31, 2009, we had $4.6 billion of assets under management in institutional accounts, representing approximately 14% of our total assets under management. We have significantly increased the number of clients in our defensive equity strategies, particularly our global opportunities strategy. Our defensive equity strategies seek to outperform the equity markets, with less volatility and risk. This objective of upside equity potential with downside protection has resonated within the institutional marketplace. In 2010, we see continued opportunity among a global institutional client base for both our global and U.S. defensive equity strategies, as well as for our global and international equity strategies. Our international equity and global equity strategies have surpassed five years and three years of
averaGe annualized 10-year returnS1
(Class A shares at net asset value)
Growth Fund Growth & Income Fund Convertible Fund Market Neutral Income Fund High Yield Fund
5.49% 5.58% 4.89% 4.98% 6.82%
Global Growth & Income Fund 4.12%
Past performance is no guarantee of future results.
history, respectively, which we believe will result in increased attention within the institutional, retirement and intermediary marketplaces.
open-end mutual FundS
In October 2008, we reopened the Calamos Convertible Fund, which had been closed since 2003. We had closed the fund because we believed doing so was in the best interest of current shareholders, based on our analysis of the supply and demand trends in the convertible market. In 2008, the broad sell-off in the convertible markets created what we believe to be unprecedented opportunities for long-term investors.
(1) Source: State Street Corporation and Lipper, Inc. The data that follows is as of 12/31/09, and reflects each Fund’s Class A Shares performance inclusive of the maximum 4.75% sales charge. Growth Fund: 45.25%, -0.42%, and 4.98% for the 1-, 5- and 10-year periods, respectively. Global Growth and Income Fund: 25.39%, 5.26%, and 3.61% for the 1-, 5- and 10-year periods, respectively. Growth and Income Fund: 30.50%, 3.21%, and 5.07% for the 1-, 5- and 10-year periods, respectively. Convertible Fund: 27.67%, 3.11%, and 4.38% for the 1-, 5- and 10-year periods, respectively. Market Neutral Income Fund: 8.37%, 1.13%, and 4.47% for the 1-, 5-and 10-year periods, respectively. High Yield Fund: 39.48%, 3.51%, and 6.30% for the 1-, 5- and 10-year periods, respectively. The most recent month end performance data is available at www.calamos.com and assumes reinvestment of dividends and capital gains distributions as well as an expense reimbursement that improved results. Performance data is for Class A shares, other share classes have different performance characteristics. The performance included is subject to change without notice, based on past performance, and may not be predictive of future results. Please see the prospectus for expense ratio and other relevant information. The S&P 500 Index returned 26.46%, 0.42% and -0.95% for the 1, 5-, and 10-year periods, respectively. The benchmark for the High Yield Fund, the Credit Suisse High Yield Index returned 54.22%, 5.99%, and 7.07% for the 1, 5-, and 10-year periods, respectively. Past performance is no guarantee of future results. Before investing, carefully consider the Calamos Funds’ investment objectives, risks, charges and expenses. Contact 800-582-6959 for a prospectus containing this and other information. Read it carefully. Comprehensive current performance for the Calamos funds is available at www.calamos.com.
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Over the past decade, one that many have referred to as the “lost decade” for investors, Calamos Mutual Funds were able to sustain their strong long-term track record. During the 10 years ended December 31, 2009, the S&P 500 Index (a benchmark for broad equity market performance) had an average annualized 10year return of -0.95%. However, all six Calamos funds with 10-year performance histories
Calamos
Convertible Fund received many
mentions over the last year from numerous publications including: Wall Street Journal, Investment & Pensions Europe (I&PE) and Pensions and Investments, to name a few.
achieved positive performance, as shown in the accompanying table. In 2009 and early 2010, many of our strategies were recognized for producing solid long-term performance. For example:
Morningstar
stated that Calamos International
Growth Fund “easily outpace[ed] its peers and benchmark” since the fund’s inception (“Analysis,” January 13, 2010).
Research
Magazine highlighted Calamos Global
Growth and Income Fund for its “category beating results over the last decade” (Guide to International Investing “Hedging Global Risk” June 2009).
Morningstar
also commented on Calamos
Global Growth and Income Fund, “It easily tops the benchmark and is in the category’s top quartile over three-, five-, and 10-year periods” (Morningstar’s Take, January 25, 2010).
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cloSed-end FundS
Calamos introduced its first closed-end fund in 2002 and currently offers five closed-end funds trading on the New York Stock Exchange. Calamos closed-end funds can be grouped into two broad categories: enhanced fixed income portfolios that are positioned to pursue high current income, from income and capital gains; and total return portfolios that are positioned to seek current income, with increased emphasis on capital appreciation.
2009 Financial reSultS and corporate actionS Expense Control
During 2008, we initiated a series of cost containment efforts in order to more closely align the size and costs of our operations with a shrinking asset base, revenues and capital structure. These efforts, which continued into 2009, included the reorganization of our information technology function and the elimination of costs across all aspects of our business, while retaining our core investment management resources. We were
We are confident that our capital structure is appropriately aligned with the current size of our business.
also able to reduce costs by delaying or canceling information technology projects, reducing
capitalized costs, limiting discretionary spending and outsourcing select functions. As we enter 2010, we expect to continue to focus on efficiency
In 2009, we completed the refinancing of our auction rate preferred securities (ARPS) financing, necessitated by the “shut-down” of the ARPS auction process in 2008. After redeeming approximately 81% of outstanding ARPS financing across our funds in 2008, we redeemed the remainder of the outstanding ARPS financing in 2009. We believe all of our refinancing solutions utilized attractivelypriced debt facilities.
and productivity enhancements that will enable us to actively manage our cost structure.
Strengthened Balance Sheet
Our balance sheet remains strong. In February 2009, Standard & Poor’s Corporation reaffirmed the BBB+ investment-grade rating on our outstanding indebtedness. During the latter half of 2008, the Company took several decisive steps to manage our liquidity and capital resources through the severe economic
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crisis. These efforts included a series of hedges designed to help protect the value of our corporate portfolio, which totaled $387.5 million (including $145.4 million of cash and cash equivalent securities) as of December 31, 2009. In December 2008, we prepaid $400 million of outstanding indebtedness, funded primarily by the sale of $379 million of securities from our corporate investment portfolio. This prepayment reduced our total outstanding debt to $125 million and provided us with greater operating flexibility to manage our debt covenants going forward. This proactive effort has also contributed to our positive results in 2009, including a $24.2 million year-over-year reduction in interest expense. We are confident that our capital structure is appropriately aligned with the current size of our business, and that we have retained sufficient liquidity in our corporate investment portfolio to seed new products and execute our long-term growth initiatives.
year-end 2009 is the result of both improved market conditions and our continued strong investment performance across our various strategies. Revenues totaled $281.7 million for 2009, compared to $391.6 million in 2008. This 28% decrease is due primarily to the 26% decline in average assets under management during the year. Operating expenses for the year ended
December 31, 2009 were $183.7 million. This represents a decrease of $48.8 million that is attributable primarily to reductions in: employee compensation and benefits; distribution
expenses; and the amortization of deferred sales compensation. Operating income was $98.1 million for 2009, versus $159.1 million for 2008. Operating margin was 34.8% for the year ended
December 31, 2009, and 40.6% for the prior year. Total non-operating loss, net of non-controlling interest in partnerships, was $5.2 million for the twelve months ended December 31, 2009,
Core Business Operations
Assets under management totaled $32.7 billion as of December 31, 2009, up significantly from $24.0 billion December 31, 2008. Average assets under management were $27.4 billion for the year ending December 31, 2009, compared to $37.1 billion in 2008. The increase in assets as of
compared to $291.9 million in 2008. Net income for 2009 was $12.4 million versus a net loss of $24.5 million in 2008. Results per diluted share increased to $0.62 per share in 2009, compared to a loss of $1.24 per share, $0.90 as adjusted, in 2008.
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2009 Financial Highlights
aSSetS under manaGement
By aSSet claSS (in millions at 12/31/09)
Convertible 22% $7,356
Defensive Equity 19% $6,213 Enhanced Fixed Income 8% $2,720
Equity 37% $11,940
Total Return 7% $2,229
Alternative 5% $1,704 $552 Fixed Income 2%
total $32,714
income Statement data (in thousands, except share data) Revenues Operating expenses Operating income non-operating activities net (income) loss attributable to non-controlling interest in Calamos Holdings llC net income (loss) attributable to Calamos asset management, Inc.* Earnings (loss) per share, diluted*
2009
2008
revenueS (in millions)
$485.2 $417.6 $473.5 $391.6
Balance Sheet data (in thousands) Cash and cash equivalents Investment securities and derivatives, net Partnership investments total assets long-term debt total liabilities non-controlling interest in Calamos Holdings llC total liabilities and stockholders’ equity $145,431 206,156 37,549 557,078 125,000 177,252 212,887 $557,078 $59,425
operatinG income (in millions)
$231.0 $206.1 $199.5 $159.1
aSSetS under manaGement (in millions) mutual funds separate accounts total aSSetS under management $24,480 8,234 $32,714 $17,498 6,542 $24,040
*Amounts are adjusted for one-time expenses. See One-Time Items on page 24 for a reconciliation of these non-GAAP financial measures from their most directly comparable GAAP financial measurements. 2008 net loss and diluted losses per share calculated in accordance with GAAP were $24.5 million and $1.24. **Operating income in accordance with GAAP of $173.1 million has been adjusted for one-time expenses of $19.5 million related to the termination of closed-end fund compensation agreements and $6.9 million related to closed-end fund structuring fees. Operating income, as adjusted, is $199.5 million for 2007.
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2009 Highlights
>
2009 operatinG reSultS Assets Under Management
Assets under management increased by $8.7 billion, or 36%, to $32.7 billion at December 31, 2009 from $24.0 billion at December 31, 2008. Average assets under management decreased by $9.7 billion, or 26%, to $27.4 billion for the year ended December 31, 2009 from $37.1 billion for the year ended December 31, 2008. At December 31, 2009, our assets under management consisted of 75% mutual funds and 25% separately managed accounts, a slight shift from 73% of mutual funds and 27% of separately managed accounts at December 31, 2008.
Assets under management increased $8.7 billion, or 36%, to $32.7 billion, compared to $24.0 billion for 2008.
>
Net income was $85.3 million, compared to a loss of $24.5 million or $17.8 million, as adjusted, for 2008.
>
Results per diluted share were earnings of $0.62 for 2009 versus a loss of $1.24, or $0.90, as adjusted.
>
Our investment portfolio returned 16.4%, or $36.4 million, for 2009.
(in millions)
chanGe year ended 12/31/09 year ended 12/31/08 amount percent
mutual FundS Beginning assets under management net purchases (redemptions) market appreciation (depreciation) Ending assets under management Average assets under management inStitutional and manaGed accountS Beginning assets under management net redemptions market appreciation (depreciation) Ending assets under management Average assets under management total aSSetS under manaGement Beginning assets under management net redemptions market appreciation (depreciation) Ending assets under management Average assets under management
* Not meaningful.
$17,498 527 6,455 24,480 20,248
$34,835 (3,859) (13,478) 17,498 27,569
($17,337) 4,386 19,933 6,982 (7,321)
50% * * 40 (27)
6,542 (638) 2,330 8,234 7,111
11,373 (661) (4,170) 6,542 9,497
(4,831) 23 6,500 1,692 (2,386)
(42) 3 * 26 (25)
24,040 (111) 8,785 32,714 $27,359
46,208 (4,520) (17,648) 24,040 $37,066
(22,168) 4,409 26,433 8,674 $(9,707)
(48) 98 * 36 (26)%
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Mutual fund net purchases were $0.5 billion in 2009, a favorable change of $4.4 billion from net redemptions of $3.9 billion in 2008. Market appreciation was $6.5 billion in 2009 compared to $13.5 billion in depreciation for 2008 reflecting the positive changes in market conditions in 2009 versus 2008. Our open-end funds had $0.5 billion of net purchases during 2009. In the fourth quarter of 2008, we re-opened our Convertible Fund for the first time since 2003. Immediately following the re-opening, the Convertible Fund started generating significant net purchases and continued to generate net purchases throughout 2009. Additionally, we generated net purchases in 10 of our 17 mutual funds during 2009. The largest contributors to the increase were the Convertible, Total Return Bond, Market Neutral and High Yield Funds, as investors continued to gravitate towards lower-risk and fixed income investment strategies. Market appreciation of $6.5 billion was the main driver of asset growth in 2009, while market depreciation of $13.5 billion drove assets down in 2008. Institutional and managed accounts had net redemptions of $638 million in 2009, a slight improvement when compared to $661 million in net redemptions during 2008. We believe that the net redemptions during 2009 were primarily due to a reduction in investor’s appetite to assume risk, leading to a shift away from equity strategies. In addition, convertible strategies remained closed to new investors through our managed accounts. Market appreciation of $2.3 billion in 2009 contributed to the growth in assets under management for the period while market depreciation of $4.2 billion in 2008 added to the net redemptions.
One-Time Items
Results of operations for 2008 were impacted by a significant one-time expense. Developments in the Illinois tax statutes resulted in modifications to the Company’s state tax apportionment methodology that lowered the Company’s statutory income tax rate from 40 percent to 37 percent. While we view this to be beneficial for the long term by reducing income taxes, we recorded a one-time, non-cash income tax expense of $6.8 million, or $0.34 per diluted share, in the second quarter of 2008 to revalue our net deferred tax assets to reflect the new statutory income tax rate. We consider results adjusted for this one-time expense, as presented below, to provide a better indication of our operations. This adjusted item is considered a “non-GAAP financial measure” as defined by the rules of the Securities and Exchange Commission. In evaluating operating performance, we consider operating expenses, operating income, operating margin, net income and diluted earnings per share, each calculated in accordance with accounting principles generally accepted in the United States (GAAP), and each item on an asadjusted basis, which constitute non-GAAP financial measures. Items presented on an as-adjusted basis exclude the impact of the revaluation of the net deferred tax assets in the second quarter of 2008. As this one-time item is not expected to recur, we believe that excluding this item better enables us to evaluate our operating performance relative to the other periods. We consider these non-GAAP financial measures when evaluating our performance and believe the presentation of these amounts provides the reader with information necessary to analyze our operations for the periods compared. Reconciliations of these measurements from the most directly comparable GAAP financial measures for the twelve months ended December 31, 2008 is provided in the table on the following page and should be carefully evaluated by the reader:
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(In thousands, except share data)
2008
net loSS attriButaBle to calamoS aSSet manaGement, inc. net deferred tax assets revaluation net loSS, aS adjuSted loSS per Share , diluted net deferred tax assets revaluation DIlutED lOss PER sHaRE, as aDjustED
$(24,521) 6,771 $(17,750) $(1.24) 0.34 $(0.90)
2009 Financial revieW Operating Income
Operating income was $98.1 million for 2009, compared to $159.1 million for 2008.
decreased to $123.0 million for the year ended December 31, 2009 from $165.6 million for the prior year, primarily due to decreases in open-end fund average assets under management of $5.5 billion, or 26%, for 2009 compared to the prior year. Investment management fees from our institutional and managed accounts decreased to $39.3 million from $54.0 million primarily due to an approximate $2.4 billion decrease in average assets under management within these products. Investment management fees from our closed-end funds decreased to $38.5 million for 2009 from $54.5 million for 2008 as a result of a $1.8 billion decrease in closed-end fund average assets under management. Investment management fees, in total, as
Revenues
Total revenues decreased by $109.9 million, or 28%, to $281.7 million for the year ended December 31, 2009 from $391.6 million for the prior year. The decrease was primarily due to lower investment management fees and distribution and underwriting fees.
chanGe amount percent
a percentage of average assets under management were 0.73% and 0.74% for the years ended December 31, 2009 and 2008, respectively. Distribution and underwriting fees decreased to $78.4 million for the year ended December 31, 2009 from $114.0 million for the year ended December 31, 2008. The decrease was primarily due to a $33.3 million decrease in distribution fees resulting
(in thousands)
2009
2008
Investment management fees Distribution and underwriting fees other total reVenueS
$200,790 78,430 2,518 $281,738
$274,174 114,023 3,392 $391,589
$(73,384) (35,593) (874) $(109,851)
(27)% (31) (26) (28)%
Compared to the prior year, investment management fees decreased 27% in 2009 primarily due to a $9.7 billion, or 26%, decrease in average assets under management across all products. Investment management fees from open-end funds
from a 26% decrease in open-end fund average assets under management and a $2.2 million decrease in contingent deferred sales charge fees, which change with the levels of Class B and Class C share redemptions.
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Operating Expenses
Operating expenses decreased to $183.7 million, or 21%, for the year ended December 31, 2009 from $232.5 million for the prior year. This change was primarily due to reduced employee compensation and benefits, distribution and underwriting expense, and reduced amortization of deferred sales commission.
chanGe amount percent
driven by lower average open-end funds under management of $5.5 billion, or 26%. Amortization of deferred sales commissions decreased $11.2 million for the twelve months ended December 31, 2009 when compared to the prior-year period resulting from the Company’s decision in the second quarter of 2009 to discontinue the sale of Class B mutual funds. As a result of this decision, we evaluated the estimated useful lives of the remaining assets. Based on this analysis, we extended the lives, or period over which we will amortize the remaining expense, effectively reducing the expense recorded in each period. Marketing and sales promotion expense decreased by $1.1 million for the year ended December 31, 2009, when
(in thousands)
2009
2008
Employee compensation and benefits Distribution expenses amortization of deferred sales commissions marketing and sales promotion general and administrative tOtal OPERatIng expenSeS
$67,413
$74,483
$(7,070)
(9)%
59,491 12,201
84,884 23,417
(25,393) (11,216)
(30) (48)
10,762 33,813
11,908 37,800
(1,146) (3,987)
(10) (11)
compared to the year ended December 31, 2008 primarily due to a decrease of $1.3 million in supplemental distribution payments to intermediaries. These fees are mostly calculated based on assets under management and the decrease correlates with the lower average assets under management for 2009 when compared to 2008.
$183,680
$232,492
$(48,812)
(21)%
As part of the Company-wide cost containment efforts that began in 2008, employee compensation and benefits expense decreased by $7.0 million for the year ended December 31, 2009 when compared to the prior year primarily reflecting the full-year impact of the reduction in staffing levels that occurred throughout 2008 and early 2009. Salary, severance pay and related benefit expenses decreased by $12.5 million from 2008 to 2009, which was partially offset by a $5.5 million increase in performance-related incentive compensation, which remain significantly below potential payout levels. Distribution and underwriting expense decreased by General and administrative expense decreased by $4.0 million for the year ended December 31, 2009, when compared to the prior-year period. The overall decline in these expenses reflects our continued focus on expense control initiated in 2008 and mostly represents reduced expenses for occupancy, professional services, and travel and entertainment. The cost containment measures initiated in 2008 also included an initiative to move the company towards a variable cost structure by outsourcing our middle and back-office functions. The impact on expenses of this initiative will be more fully realized in future periods and we expect that increases in general and administrative expenses due to outsourcing will generally be offset by reductions in employee compensation and benefits expenses. $25.4 million for 2009 when compared to the prior year, primarily due to a decrease of $25.5 million in Rule 12b-1 expenses
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Non-Operating Activities
Non-operating activities reduced income by $5.2 million for the year ended December 31, 2009, compared to a reduction of $291.9 million for the prior year. Interest income decreased $1.6 million for the twelve months ended December 31, 2009, when compared to the prior-year period, principally a result of lower interest rates throughout 2009 as compared to 2008. Interest expense decreased $24.2 million for the year ended December 31, 2009 due to the prepayment at the end of 2008 of $400 million of debt to the current level of $125 million. To fund this prepayment, we sold
securities in our investment portfolio during 2008 recognizing approximately $179 million in realized loss. We also incurred a $34.9 million make-whole payment, which is included in debt extinguishment costs, associated with the repayment. Investment results improved for the year ended December 31, 2009, as compared to the prior year, primarily due to the broad market rebound in 2009. Investment income (loss) primarily includes capital gain distributions, realized gains and losses, dividend income and unrealized gains and losses. Investment income of $1.9 million for 2009 was $297.7 million greater than the $295.8 million investment loss suffered in 2008. Taking into consideration the net unrealized gains in investment securities
(in thousands)
2009
2008
CHangE
included in accumulated other comprehensive income, our investment portfolio returned $36.4 million, or 16.4% for the full year 2009.
Interest income Interest expense nEt IntEREst ExPEnsE Investment income (loss) Debt extinguishment costs miscellaneous other income InvEstmEnt anD OtHER InCOmE (lOss) nOn-OPERatIng lOss
Income Tax Provision (Benefit)
Our effective tax rate was 37.8% for the year ended December 31, 2009 and is consistent with the 2008 rate, as adjusted.
Net Income (loss)
Net income was $12.4 million for 2009 compared to a 2008 net loss of $24.5 million or $17.8 million, as adjusted.
non-controlling interest in partnership investments nOn-OPERatIng lOss, nEt OF nOnCOntROllIng IntEREst In PaRtnERsHIPs
(336)
72,156
(72,492)
$(5,246)
$(291,899)
$286,653
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conSolidated condenSed StatementS oF operationS
(in thousands, except share data)
revenueS Investment management fees Distribution and underwriting fees other total reVenueS
year ended 12/31/09
year ended 12/31/08
year ended 12/31/07
$200,790 78,430 2,518 281,738
$274,174 114,023 3,392 391,589
$325,395 143,994 4,088 473,477
expenSeS Employee compensation and benefits Distribution and underwriting expense amortization of deferred sales commissions marketing and sales promotion general and administrative tOtal OPERatIng ExPEnsEs OPERatIng InCOmE nOn-OPERatIng InCOmE (lOss) Income before income tax provision (benefit) Income tax provision (benefit) net income (loss) net (income) loss attributable to non-controlling interest in partnerships net (income) loss attributable to non-controlling interest in Calamos Holdings llC nEt InCOmE (lOss) attRIButaBlE tO CalamOs assEt managEmEnt, InC. 67,413 59,491 12,201 10,762 33,813 183,680 98,058 (4,910) 93,148 7,879 85,269 (336) (72,509) $12,424 74,483 84,884 23,417 11,908 37,800 232,492 159,097 (364,055) (204,958) (3,787) (201,171) 72,156 104,494 $(24,521) 91,039 104,227 27,249 40,833 37,036 300,384 173,093 31,499 204,592 18,666 185,926 (1,598) (156,583) $27,745
Weighted average shares Outstanding Basic Diluted
1
19,626,233 19,954,124 $0.22
19,752,972 97,449,228 $0.385
22,297,170 99,760,872 $0.44
Cash Dividends Per share
1
The number of diluted shares outstanding used in calculating diluted per share results for 2008 represent basic shares outstanding as the use of actual diluted shares outstanding would result in anti-dilution.
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conSolidated condenSed StatementS oF Financial condition
(in thousands, except share data)
aSSetS current aSSetS Cash and cash equivalents Accounts receivable Investment securities Derivative assets Partnership investments Deferred tax assets, net Prepaid expenses and other assets total current aSSetS nOn-CuRREnt assEts Deferred tax assets, net Deferred sales commissions Property and equipment, net Other non-current assets tOtal nOn-CuRREnt assEts total aSSetS liaBilitieS & StockholderS’ eQuity CuRREnt lIaBIlItIEs Payables to brokers Accrued compensation and benefits Derivative liabilities Interest payable Accrued expenses and other current liabilities tOtal CuRREnt lIaBIlItIEs lOng-tERm lIaBIlItIEs Long-term debt Deferred rent and other long-term liabilities tOtal lOng-tERm lIaBIlItIEs tOtal lIaBIlItIEs stOCkHOlDERs’ EquIty Class A Common Stock, $0.01 par value; authorized 600,000,000 shares; 23,668,583 shares issued and 19,668,583 shares outstanding at December 31, 2009; 23,497,687 shares issued and 19,497,687 shares outstanding at December 31, 2008 Class B Common Stock, $0.01 par value; authorized 1,000 shares; 100 shares issued and outstanding at December 31, 2009 and December 31, 2008 Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock at cost; 4,000,000 shares at December 31, 2009 and December 31, 2008 CalamOs assEt managEmEnt, InC. stOCkHOlDERs’ EquIty Non-controlling interest in partnership investments Non-controlling interest in Calamos Holdings LLC tOtal stOCkHOlDERs' EquIty tOtal lIaBIlItIEs & stOCkHOlDERs' EquIty
market capitalization
Calamos Asset Management, Inc. (CAM) is comprised of two groups of assets: a) CAM’s 21.5% ownership interest in Calamos Holdings LLC and b) a group of assets wholly-owned by CAM, principally comprised of cash and deferred tax assets with a combined book value of $107.8 million. Because CAM controls the operations of Calamos Holdings LLC, CAM presents their entire operations with its own in the consolidated financial statements. The Calamos interests’ 78.5% ownership in
As previously stated, in addition to the approximate 21.5% ownership in Calamos Holdings LLC, CAM owns certain assets that are wholly-owned by its Class A common shareholders. These assets include cash equivalents and current income tax receivables with a book value of $21.5 million, which approximates fair value, as well as net deferred tax assets with a book value of $86.3 million. The most significant deferred tax asset relates to an election made under section 754 of the Internal Revenue Code following CAM’s initial public offering that expires in 2019, which allows CAM to reduce future income tax payments by approximately $8.3 million annually. The net present value of the net deferred tax assets would be approximately $52.3 million if a hypothetical 12% cost of capital were applied over the remaining life of the assets. Using this assumption, these independently owned assets would collectively have a discounted value of approximately $73.8 million, or $3.75 per share. Assuming CAM’s stock price fully reflects the discounted value of the wholly-owned assets of $3.75 per share, the remaining stock
Calamos Holdings LLC is presented as non-controlling interest in the consolidated financial statements. Prior to March 1, 2009, in addition to the approximately 20 million basic Class A common shares, we added 77 million shares to reflect the Calamos interests’ 78.5% ownership in Calamos Holdings LLC to the weighted average diluted shares outstanding and this diluted share count provided a reasonable proxy for determining the market capitalization of the fully consolidated company. Effective March 1, 2009, CAM de-unitized its ownership structure and as a result, the Calamos interests’ ownership in Calamos Holdings LLC is no longer reflected in the diluted share count. Therefore, the determination of the market capitalization of the fully consolidated business cannot be easily determined by the product of share price and weighted average shares. There is a divergence within the financial community on how to calculate CAM’s market capitalization with some basing it solely on the outstanding float of CAM’s stock while others gross-up this amount by CAM’s 21.5% ownership in Calamos Holdings LLC to estimate the market capitalization of the fully consolidated business. The following illustration and accompanying table highlight the uniqueness of CAM’s ownership structure in determining the fully consolidated market capitalization. This illustration is based on the closing price of CAM’s Class A common stock of $11.52 on December 31, 2009.
price of $7.77 would be attributed to the 21.5% ownership interest in Calamos Holdings LLC. With these assumptions, the market capitalization associated with CAM’s ownership in Calamos Holdings LLC can be determined by multiplying the share price attributable to Calamos Holdings LLC ($7.77) by the shares outstanding (19.7 million) to yield a market capitalization of $152.8 million. This result, however, must be divided by CAM’s 21.5% ownership of Calamos Holdings LLC to determine the total implied market capitalization of Calamos Holdings LLC of $710.8 million. By adding the discounted value of CAM’s wholly-owned assets ($73.8 million) to the fully consolidated market capitalization of Holdings, the fully consolidated market capitalization would be approximately $784.6 million.
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The previous example assumes that CAM’s stock price reflects the entire discounted value of the wholly-owned assets. If, however, no value were assigned to the wholly-owned assets, the fully consolidated market capitalization would be estimated at $1.1 billion as presented in the table below.
The following calculations summarize two ends of the spectrum in determining the fully consolidated market capitalization as described above: no recognition of value attributable to Calamos Asset Management, Inc.’s wholly-owned assets and full recognition of the discounted value of these assets.
(in thousands, except share data)
no recoGnition oF cam’S Wholly-oWned aSSetS OWnERsHIP In HOlDIngs WHOlly-OWnED aSSetS
100% recoGnition oF cam’S Wholly-oWned aSSetS OWnERsHIP In HOlDIngs WHOlly-OWnED aSSetS
Divide: Discounted value of Cam's wholly-owned assets, by Class a shares outstanding at December 31, 2009 Discounted value per share of Cam’s wholly-owned assets Multiply: share price attributed to assets, by Class a shares outstanding at December 31, 2009 market capitalization of outstanding shares Divide by: Calamos asset management, Inc.’s percentage ownership market capitalization associated with Cam's assets Fully consolidated market capitalization 21.5% $1,053,870 $1,053,870 100% – 21.5% $710,813 $784,571 100% $73,757 $11.52 19,668,583 $226,582 – 19,668,583 – $7.77 19,668,583 $152,825 $3.75 19,668,583 $73,757 – 19,668,583 – $73,757 19,668,583 $3.75
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report oF independent reGiStered puBlic accountinG Firm
The Board of Directors and Stockholders Calamos Asset Management, Inc.
We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of Calamos Asset Management, Inc. and subsidiaries (the Company) as of December 31, 2009, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended; and in our report dated March 5, 2010, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated condensed statement of financial condition and the related consolidated condensed statements of operations is fairly stated, in all material respects, in relation to the financial statements from which it has been derived.
Chicago, IL March 5, 2010
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executive oFFicerS and directorS Management
John P. Calamos, Sr. Chairman, Chief Executive Officer and Co-Chief Investment Officer Nick P. Calamos President of Investments and Co-Chief Investment Officer James F. Baka Executive Vice President, Wealth Management Nimish S. Bhatt Senior Vice President and Director of Operations James J. Boyne President of Distribution and Operations Gary J. Felsten Senior Vice President and Director of Human Resources Cristina Wasiak Senior Vice President, Chief Financial Officer and Treasurer Randall T. Zipfel Senior Vice President, Chief Operating Officer– Investments and Information Technology
Directors
John P. Calamos, Sr. Chairman, Chief Executive Officer and Co-Chief Investment Officer Nick P. Calamos President of Investments and Co-Chief Investment Officer G. Bradford Bulkley Founder, Bulkley Capital, L.P. Mitchell S. Feiger President and Chief Executive Officer, MB Financial, Inc. Richard W. Gilbert President, Gilbert Communications, Inc. Arthur L. Knight Private Investor and Business Consultant; Former President and Chief Executive Officer, Morgan Products, Ltd.
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inveStor inFormation
We provide additional information about Calamos Asset Management, Inc. on the Investor Relations section of our website at http://investors.calamos.com. This information includes corporate governance documents, press releases, investor presentations, SEC filings and assets under management reports. We encourage shareholders and investors to visit and review our website.
Shareholder Inquiries
Inquiries about shareholder accounts, address changes, certificates, and lost or stolen dividend checks should be directed to our transfer agent: BNY Mellon Shareowner Services 480 Washington Boulevard Jersey City, NJ 07310-1900 Toll Free Number: 866.226.8016 TDD for Hearing Impaired: 800.231.5469 Foreign Shareowners: 201.680.6578 TDD Foreign Shareowners: 201.680.6610 General transfer agent Web site: www.bnymellon.com/shareowner Shareowner accounts: www.bnymellon.com/shareowner/isd
SEC Form 10-K
Our Annual Report on Form 10-K is available on the Investor Relations section of our website at http://investors.calamos. com. A copy is available free of charge via the "information request" feature on our website or by sending a written request to Investor Relations at the address above.
Share Information
Calamos Asset Management's Class A common stock is listed on the Nasdaq Global Select Market under the ticker symbol CLMS. As of March 31, 2010, there were approximately 19.9 million Class A shares outstanding. There is no public market for the company's Class B common stock, of which there were 100 shares outstanding at March 31, 2010.
Dividends Inquiries About Calamos Funds and Investments
Client Services Calamos Asset Management, Inc. 2020 Calamos Court Naperville, III. 60563-2787 800.582.6959 Calamos paid a quarterly dividend of 7.5 cents per share in February 2010. The company intends to continue paying a quarterly dividend. The dividend amount, record and payable dates will be announced each quarter via a news release, which can be viewed on the Investor Relations section of our website at http://investors.calamos.com.
Independent Registered Public Accounting Firm
McGladrey & Pullen, LLP
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ForWard-lookinG inFormation
From time to time, information or statements provided by us, including those within this summary annual report, may contain certain forwardlooking statements relating to future events, future financial performance, strategies, expectations, competitive environment and regulations. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, but are not limited to: changes in applicable laws or regulations; downward fee pressures and increased industry competition; risks inherent to the investment management business; the loss of revenues due to contract terminations and redemptions; unsatisfactory service levels by third party vendors; the inability to maintain compliance with financial covenants; the performance of our investment portfolio; our ownership and organizational structure; general and prolonged declines in the prices of securities; significant changes in market conditions and the economy that require a modification to our business plan; catastrophic or unpredictable events; the loss of key executives; the unavailability, consolidation and elimination of third-party retail distribution channels; increased costs of and timing of payments related to distribution; failure to recruit and retain qualified personnel; a loss of assets, and thus revenues; fluctuation in the level of our expenses; fluctuation in foreign currency exchange rates with respect to our global operations and business; changes in accounting estimates; poor performance of our largest funds; damage to our reputation; and the extent and timing of any share repurchases. For a discussion concerning some of these and other risks, uncertainties and other important factors that could affect future results, see" Forward-Looking Information" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, where applicable, "Risk Factors" in the company's annual and quarterly reports filed with the U.S. Securities and Exchange Commission.