National Financial Partners Announces Fourth Quarter 2008 Results
Released: 02/10/09 04:36 PM EST

Cash Earnings per Diluted Share of $0.70 for Fourth Quarter and $2.46 for 2008

Gross Margin Percentage Improved to 19.2% from 17.5% in the Third Quarter of 2008

NEW YORK, Feb. 10 /PRNewswire-FirstCall/ -- National Financial Partners Corp. (NYSE: NFP), a network of independent financial advisors specializing in life insurance and wealth transfer, corporate and executive benefits, and financial planning and investment advisory services, today reported financial results for the fourth quarter ended December 31, 2008.

                               4Q      4Q      %       4Q      3Q      %
    Financial Highlights*     2008    2007   Change   2008    2008   Change
    ---------------------     ----    ----   ------   ----    ----   -----
    (Dollars in millions, except per share data)

    Revenue                 $299.3  $355.9   -15.9% $299.3  $277.3     7.9%
    Gross Margin %            19.2%   19.1%           19.2%   17.5%
    Net (loss) income        (10.7)   19.3      NM   (10.7)    5.1      NM
    Net (loss) income
     per diluted share       (0.26)   0.47      NM   (0.26)   0.12      NM
    Cash earnings             28.4    33.6   -15.5%   28.4    23.7    19.8%
    Cash earnings excluding
     management agreement
     buyout, net of tax       28.4    33.6   -15.5%   28.4    23.7    19.8%
    Cash earnings per
     diluted share            0.70    0.82   -14.6%   0.70    0.56    25.0%
    Cash earnings per
     diluted share excluding
     management agreement
     buyout, net of tax      $0.70   $0.82   -14.6%  $0.70   $0.56    25.0%
    "Same store"
     revenue growth/
     decline                 -17.1%    7.6%          -17.1%  -14.4%
    Net "same store"
     revenue growth/
     decline                 -12.7%    7.7%          -12.7%  -11.3%
    "Same store"
     gross margin
     growth/decline          -18.0%    0.3%          -18.0%  -22.6%



    Financial Highlights*                           FY 2008  FY 2007  % Change
    ---------------------                           -------  -------   -------
    (Dollars in millions, except per share data)

    Revenue                                        $1,150.4  $1,194.3    -3.7%
    Gross Margin %                                     18.1%     18.8%
    Net (loss) income                                  14.8      54.2   -72.7%
    Net (loss) income per diluted share                0.36      1.35   -73.3%
    Cash earnings                                     100.5     105.5    -4.7%
    Cash earnings excluding management
     agreement buyout, net of tax                     100.5     113.2   -11.2%
    Cash earnings per diluted share                    2.46      2.62    -6.1%
    Cash earnings per diluted share excluding
     management agreement buyout, net of tax          $2.46     $2.81   -12.5%
    "Same store" revenue growth/decline                -8.7%      0.3%
    Net "same store" revenue growth/
     decline                                           -6.9%      2.6%
    "Same store" gross margin growth/
     decline                                          -16.0%     -3.1%

    * This summary includes financial measures not calculated based on
    generally accepted accounting principles.



NFP reported a fourth quarter 2008 net loss of $10.7 million, or a loss of $0.26 per diluted share, compared with net income of $19.3 million, or income of $0.47 per diluted share, in the fourth quarter of 2007. Fourth quarter 2008 cash earnings was $28.4 million, or $0.70 per diluted share, compared with $33.6 million, or $0.82 per diluted share, in the fourth quarter of 2007. The net loss during the quarter was the result of a $31.0 million impairment of goodwill and intangible assets. Cash earnings declined primarily as a result of a decline in "same store" revenue offset in part by lower commissions and fees, operating and management fee expenses. (As of the fourth quarter of 2008, the Company modified its definition of cash earnings, a non-GAAP measure, to reduce cash earnings for the tax benefit of impairment of goodwill and intangible assets. Prior periods have been modified on a comparable basis. Cash earnings is now defined as net income excluding amortization of intangibles, depreciation, and the after-tax impact of the impairment of goodwill and intangible assets. A full reconciliation of net income to cash earnings is provided in the attached tables.)

Jessica Bibliowicz, chairman, president and chief executive officer, said, "Operating performance improved from the third to the fourth quarter of 2008. As we outlined previously, we are focused on reducing firm operating expenses. Our efforts impacted gross margin percentage, which improved 1.7 percentage points sequentially in the fourth quarter of 2008. In addition, we executed an amendment to our credit facility agreement in December, achieving our goal of obtaining additional financial flexibility in a difficult economic environment. Our focus remains on operating as efficiently as possible to maintain the profitability of our firms in a challenging economy.

Compared with the fourth quarter of 2007, our employee benefits businesses, which have been the focus of our acquisition strategy for the last several years, generated strong 'same store' revenue and gross margin growth. The increase in benefits revenue was offset by declines in our life insurance and financial advisory businesses."

From the third to the fourth quarter of 2008, cash earnings increased $4.7 million, or 19.8%, and cash earnings per diluted share increased $0.14, or 25.0%. Revenue improved $22.0 million, or 7.9%, and gross margin as a percentage of revenue improved from 17.5% to 19.2%. The sequential quarter improvement in gross margin percentage was the result of lower commissions and fees and operating expenses as a percentage of revenue partially offset by increased management fees as a percentage of revenue.

Compared with the corresponding prior year period, "same store" gross margin declined 18.0% in the fourth quarter of 2008 and 16.0% for the full year. The decline for the quarter and year was the result of a decline in revenue partially offset by lower commissions and fees and management fee expenses for firms included in the "same store" calculation. The fourth quarter decline in "same store" gross margin was offset additionally by a decline in operating expenses for those firms included in the "same store" calculation. "Same store" calculations generally encompass firms that were owned by NFP for at least four full quarters at the beginning of the fourth quarter of 2008. More detailed definitions can be found in the Company's quarterly financial supplement, which is available on the Company's Web site at www.nfp.com.

For the full year 2008, cash earnings was $100.5 million, or $2.46 per diluted share, compared with cash earnings, excluding the cost of a management agreement buyout, net of tax, of $113.2 million, or $2.81 per diluted share in 2007. More detailed financial information can be found in the Company's quarterly financial supplement, which is available on the Company's Web site at www.nfp.com.

Fourth Quarter Results

Revenue decreased $56.6 million, or 15.9%, to $299.3 million in the fourth quarter of 2008 from the prior year period. Components of the decrease included:

  • a "same store" revenue decline of $47.2 million, or 17.1%, to $228.9 million;
  • a decline of $9.3 million, or 12.1%, to $67.7 million from the Company's Austin, Texas-based facility, which includes NFP Insurance Services, Inc., a licensed insurance agency and marketing organization, and NFP Securities, Inc., a registered broker-dealer; and
  • a decrease of $9.2 million from dispositions primarily related to the sale of a wholesale group benefits subsidiary in the first quarter of 2008.

These revenue decreases were offset in part by $6.2 million of revenue growth from firms acquired subsequent to the start of the fourth quarter of 2007 as well as adjustments for eliminations. Net "same store" revenue, which is revenue less commissions and fees expense for firms included in the "same store" calculation, declined 12.7% during the fourth quarter of 2008.

Gross margin before management fees was $109.5 million in the fourth quarter of 2008, a decrease of $26.4 million, or 19.4%, from the prior year period. Gross margin, which includes management fees as a component of cost of services, was $57.5 million in the fourth quarter of 2008, a decrease of $10.5 million, or 15.4%, from the prior year period.

As a percentage of revenue, gross margin was 19.2% in the fourth quarter of 2008 compared with 19.1% in the prior year period. Despite the revenue decline, the gross margin percentage was stable as a result of lower commissions and fees expense, an expense which varies directly with revenue, and lower management fees expense as a percentage of revenue, partially offset by higher operating expenses as a percentage of revenue. In absolute terms, operating expenses declined 2.4% in the fourth quarter of 2008 compared with the prior year period due to expense reduction initiatives and dispositions partially offset by expenses from new firms.

Management fees as a percentage of gross margin before management fees was 47.5% in the fourth quarter of 2008 versus 50.0% a year ago. Management fees include a component based on annual performance as well as an additional incentive component in which the Company's firms are rewarded for achieving growth targets based on three-year performance cycles resulting in accruals for potential incentive payments. The decline in management fee percentage during the quarter was the result of a reduction in incentive payment accruals to $0.7 million during the fourth quarter of 2008 versus $5.4 million in the prior year period.

General and administrative expense (G&A) increased $0.6 million, or 4.4%, to $15.3 million in the fourth quarter of 2008 compared with the prior year period. G&A included $1.4 million in severance expense related to a 20% headcount reduction at the Company's New York-based corporate headquarters in the fourth quarter of 2008.

In the fourth quarter of 2008, the Company took a $31.0 million impairment charge related to eighteen firms. The higher than typical level of impairments reflected the impact of the current economic environment on both the risk adjusted discount rate and future cash flow assumptions utilized in the Company's impairment analysis. The Company reviews and evaluates the financial and operating results of its acquired firms on a firm-by-firm basis for potential impairments throughout the year.

Amortization of intangibles increased 5.7% in the fourth quarter of 2008 due to acquisition activity in prior periods. Fourth quarter 2008 taxes were higher than pre-tax income due to the non-deductible nature of certain impairments.

Acquisitions

In 2008, the Company completed 20 transactions (including 13 sub-acquisitions) representing $16.8 million in base earnings. These acquisitions generated revenue of approximately $60.8 million in 2007, the most recent full year prior to acquisition. (The term base earnings represents the cumulative preferred portion of the pre-tax earnings before owners' compensation of acquired firms that the Company capitalizes at the time of acquisition.) Since its third quarter earnings announcement, the Company has completed a small number of previously agreed upon sub-acquisitions.

Earnings Conference Call & Presentation

The Company will conduct its fourth quarter 2008 earnings conference call and audio webcast on February 11, 2009, 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) 213-8895 (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 25079234. To access the replay of the conference call over the Internet, visit the above-mentioned Web site.

Reconciliation of Non-GAAP Measures

The Company analyzes its performance using non-GAAP measures called cash earnings and cash earnings per diluted share (both including and excluding management agreement buyout, net of tax), gross margin before management fees 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. As of the fourth quarter of 2008, the Company modified its definition of cash earnings to reduce cash earnings for the tax benefit of impairment of goodwill and intangible assets. Prior periods have been modified on a comparable basis. Cash earnings is now defined as net income, excluding amortization of intangibles, depreciation, and the after-tax impact of the impairment of goodwill and intangible assets. 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. Gross margin before management fees should not be viewed as a substitute for gross margin. A full reconciliation of these non-GAAP measures to their GAAP counterparts is provided in the Company's quarterly financial supplement, available on the Investor Relations section of the Company's Web site at www.nfp.com.

About National Financial Partners Corp.

Founded in 1998, NFP is a leading independent distributor of financial services products to high net worth individuals and companies. NFP is headquartered in New York and operates a distribution network of over 175 owned firms. For more information, please visit www.nfp.com.

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" and "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 success in acquiring high quality independent financial services distribution firms, (2) the performance of NFP's firms following acquisition, (3) competition in the business of providing financial services to high net worth individuals and companies, (4) NFP's ability, through its operating structure, to respond quickly and effectively to regulatory, operational or financial situations, (5) NFP's ability to manage its business effectively and profitably through the principals of its firms, and any losses that NFP may take, on dispositions of firms or otherwise, (6) changes in tax laws, including the elimination or modification of the federal estate tax and any change in the tax treatment of life insurance products, (7) developments in the pricing, design or underwriting of insurance products, revisions in mortality tables by life expectancy underwriters or changes in NFP's relationships with insurance companies, (8) changes in premiums and commission rates and the rates of other fees paid to NFP's firms, including life settlement and registered investment advisory fees, (9) a recessionary economic environment, resulting in fewer sales of financial services or products, including rising unemployment which could impact group benefit sales based on reduced headcount, and the availability of credit in connection with the purchase of such products or services, or consumer hesitancy in spending, (10) adverse results or other consequences from litigation, arbitration, regulatory investigations and inquiries, or internal compliance initiatives, including those related to compensation agreements with insurance companies and activities within the life settlements industry, (11) uncertainty in the financial services, insurance and life settlements industries arising from investigations into certain business practices and subpoenas received from various governmental authorities and related litigation, (12) the reduction of NFP'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, (13) changes in interest rates or general economic and credit market conditions, including changes that adversely affect NFP's ability to access capital, such as the global credit crisis that began in 2007 and continues today, (14) 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, (15) securities and capital markets behavior, including fluctuations in the price of NFP's common stock and recent uncertainty in the U.S. financial markets, (16) 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 proposals for legislation regulating the financial services industry, (17) the impact of the adoption or modification of certain accounting treatments or policies and changes in underlying assumptions, relating to, among other things, impairments, which may lead to adverse financial results, (18) adverse results or other consequences from higher than anticipated compliance costs, including those related to expenses arising from internal reviews of business practices and regulatory investigations or those arising from compliance with state or federal laws, (19) the continued availability of borrowings and letters of credit under NFP's credit facility, and (20) other factors described in NFP's filings with the Securities and Exchange Commission (the "SEC"), including those set forth in NFP's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 19, 2008, and in NFP's Quarterly Report on Form 10-Q for the period ended September 30, 2008, filed with the SEC on November 7, 2008. 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 INCOME
                  (Unaudited-in thousands, except per share data)


                                    Three Months Ended         Year Ended
                                      December 31,            December 31,
                                      ------------            ------------
                                       2008      2007        2008        2007
                                       ----      ----        ----        ----
    Revenue:
      Commissions and fees         $299,252  $355,884  $1,150,387  $1,194,294

    Cost of services:
      Commissions and fees           87,381   115,017     362,868     386,460
      Operating expenses (1)        102,387   104,918     408,968     371,610
      Management fees (2)            51,956    67,921     170,683     211,825
                                     ------    ------     -------     -------
    Total cost of services          241,724   287,856     942,519     969,895
                                     ------    ------     -------     -------
    Gross margin                     57,528    68,028     207,868     224,399
                                     ------    ------     -------     -------

    Corporate and other expenses:
      General and administrative     15,289    14,646      64,189      58,495
      Amortization of intangibles     9,871     9,340      39,194      34,303
      Impairment of goodwill and
       intangible assets             31,031     2,222      41,257       7,877
      Depreciation                    3,665     3,045      13,371      11,010
      Management agreement buyout         -         -           -      13,046
      Loss (gain) on sale of
       subsidiaries                       2       120      (7,663)     (1,864)
                                         --       ---      ------      ------
    Total corporate and
     other expenses                  59,858    29,373     150,348     122,867

                                     ------    ------      ------     -------
    Income from operations           (2,330)   38,655      57,520     101,532

      Net interest and other         (1,337)     (486)     (5,691)       (878)
                                     ------    ------      ------     -------
    Income before income taxes       (3,667)   38,169      51,829     100,654

      Income tax expense              7,043    18,895      36,993      46,422

                                   --------   -------     -------     -------
    Net (loss) income              $(10,710)  $19,274     $14,836     $54,232
                                   ========   =======     =======     =======

    Earnings per share:
      Basic                          $(0.27)    $0.50       $0.38       $1.42
                                     ======     =====       =====       =====
      Diluted                        $(0.26)    $0.47       $0.36       $1.35
                                     ======     =====       =====       =====
                                                                              Weighted average shares
     outstanding:
      Basic                          39,720    38,807      39,543      38,119
                                     ======    ======      ======      ======
      Diluted                        40,725    40,892      40,933      40,254
                                     ======    ======      ======      ======

    (1) Excludes amortization and depreciation shown separately in Corporate
        and other expenses.
    (2) Excludes management agreement buyout shown separately in Corporate
        and other expenses.



                         CALCULATION OF GROSS MARGIN
               (Unaudited-in thousands, except per share data)


                               Three Months Ended         Year Ended
                                   December 31,          December 31,
                                   ------------          ------------
                                  2008      2007        2008        2007
                                  ----      ----        ----        ----

    Revenue                   $299,252  $355,884  $1,150,387  $1,194,294
    Cost of services:
      Commissions and fees      87,381   115,017     362,868     386,460
      Operating expenses (1)   102,387   104,918     408,968     371,610
                               -------   -------     -------     -------
    Gross margin before
     management fees           109,484   135,949     378,551     436,224
    Management fees (2)         51,956    67,921     170,683     211,825
                                ------    ------     -------     -------
    Gross margin               $57,528   $68,028    $207,868    $224,399
                               =======   =======    ========    ========
    Gross margin as a
     percentage of revenue        19.2%     19.1%       18.1%       18.8%
    Gross margin before
     management fees as a
     percentage of revenue        36.6%     38.2%       32.9%       36.5%
    Management fees, as a
     percentage of gross margin
     before management fees (2)   47.5%     50.0%       45.1%       48.6%




                 RECONCILIATION OF NET INCOME TO CASH EARNINGS
                (Unaudited-in thousands, except per share data)

                                     Three Months Ended     Year Ended
                                        December 31,       December 31,
                                        ------------       ------------
                                        2008     2007      2008      2007
                                        ----     ----      ----      ----
    GAAP net (loss) income          $(10,710) $19,274   $14,836   $54,232
      Amortization of intangibles      9,871    9,340    39,194    34,303
      Depreciation                     3,665    3,045    13,371    11,010
      Impairment of goodwill and
       intangible assets              31,031    2,222    41,257     7,877
      Tax benefit of impairment of
       goodwill and intangible
       assets                         (5,474)    (300)   (8,137)   (1,899)
                                      ------     ----    ------    ------
    Cash earnings (3)                $28,383  $33,581  $100,521  $105,523
      Management agreement
       buyout, net of tax                  -        -         -     7,681
                                        ----     ----      ----     -----
    Cash earnings excluding
     management agreement
       buyout, net of tax (3)        $28,383  $33,581  $100,521  $113,204

    GAAP net (loss) income per
     share - diluted                  $(0.26)   $0.47     $0.36     $1.35
      Amortization of intangibles       0.24     0.23      0.96      0.85
      Depreciation                      0.09     0.07      0.33      0.27
      Impairment of goodwill and
       intangible assets                0.76     0.05      1.01      0.20
      Tax benefit of impairment of
       goodwill and intangible assets  (0.13)   (0.01)    (0.20)    (0.05)
                                       -----    -----     -----     -----
    Cash earnings per share -
     diluted (4)                       $0.70    $0.82     $2.46     $2.62
      Management agreement buyout,
       net of tax                          -        -         -      0.19
                                        ----     ----      ----      ----
    Cash earnings per share -
     diluted excluding
      management agreement buyout,
       net of tax (4)                  $0.70    $0.82     $2.46     $2.81

    (1) Excludes amortization and depreciation shown separately in Corporate
        and other expenses.

    (2) Excludes management agreement buyout shown separately in Corporate and
        other expenses.

    (3) As of the fourth quarter of 2008, the Company modified its definition
        of cash earnings to reduce cash earnings for the tax benefit of
        impairment of goodwill and intangible assets. Prior periods have been
        modified on a comparable basis.  Cash earnings is now defined as net
        income excluding amortization of intangibles, depreciation, and the
        after-tax impact of the impairment of goodwill and intangible assets.

    (4) The sum of the per-share components of cash earnings per share -
        diluted and cash earnings per share - diluted excluding management
        agreement buyout, net of tax, may not agree to cash earnings per
        share - diluted and cash earnings per share - diluted excluding
        management agreement buyout, net of tax, due to rounding.



           CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           (Unaudited-in thousands)

                                               December 31,  December 31,
                                                   2008          2007
                                                   ----          ----
    ASSETS
    Current assets:
      Cash and cash equivalents                 $48,621      $114,182
      Cash, cash equivalents and securities
       purchased under resale
         agreements in premium trust accounts    75,109        80,403
      Commissions, fees and premiums
       receivable, net                          140,758       151,195
      Due from principals and/or certain
       entities they own                         16,329        14,366
      Notes receivable, net                       6,496         5,658
      Deferred tax assets                         9,435        17,413
      Other current assets                       19,284        17,034
                                                 ------        ------
       Total current assets                     316,032       400,251
    Property and equipment, net                  51,683        31,823
    Deferred tax assets                          24,858        20,561
    Intangibles, net                            462,123       475,149
    Goodwill, net                               635,693       610,499
    Notes receivable, net                        23,683        12,588
    Other non-current assets                     29,213         9,209
                                                 ------         -----
       Total assets                          $1,543,285    $1,560,080
                                             ==========    ==========

    LIABILITIES
    Current liabilities:
      Premiums payable to insurance carriers    $73,159       $78,450
      Borrowings                                148,000       126,000
      Income taxes payable                            -         2,480
      Due to principals and/or certain
       entities they own                         38,791        68,493
      Accounts payable                           28,513        33,404
      Dividends payable                               -         8,171
      Accrued liabilities                        54,380        84,360
                                                 ------        ------
       Total current liabilities                342,843       401,358
    Deferred tax liabilities                    119,399       116,115
    Convertible senior notes                    230,000       230,000
    Other non-current liabilities                62,874        49,440
                                                 ------        ------
       Total liabilities                        755,116       796,913
                                                -------       -------

    STOCKHOLDERS' EQUITY
    Preferred stock at par value                      -             -
    Common stock at par value                     4,388         4,244
    Additional paid-in capital                  834,263       780,678
    Retained earnings                           109,024       119,197
    Accumulated other comprehensive income          (50)            -
    Treasury stock                             (159,456)     (140,952)
                                               --------      --------
       Total stockholders' equity               788,169       763,167
                                                -------       -------
       Total liabilities and stockholders'
        equity                               $1,543,285    $1,560,080
                                             ==========    ==========



                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited-in thousands)


                                      Three Months Ended     Year Ended
                                        December 31,        December 31,
                                        ------------        ------------
                                        2008      2007      2008      2007
                                        ----      ----      ----      ----
    Cash flow from operating
     activities
      Net (loss) income             $(10,710)  $19,274   $14,836   $54,232

    Adjustments to reconcile
     to net cash provided
    by operating activities:
      Deferred taxes                  (3,448)   (3,194)   (3,425)  (14,516)
      Stock-based compensation         2,591     3,415    12,623    12,900
      Impairment of goodwill and
       intangible assets              31,031     2,222    41,257     7,877
      Amortization of intangibles      9,871     9,340    39,194    34,303
      Depreciation                     3,665     3,045    13,371    11,010
      Loss (gain) on sale of
       subsidiaries                        2       120    (7,663)   (1,864)
      Other, net                         (26)       (2)      (26)    3,663

    (Increase) decrease in
     operating assets:
      Cash, cash equivalents and
       securities
        purchased under resale
         agreements in premium
        trust accounts                 6,833      (420)   11,570    (6,359)
      Commissions, fees and
       premiums receivable, net      (30,490)  (33,178)   13,962   (13,451)
      Due from principals and/or
       certain entities they own      15,857     4,298    (1,889)   (4,219)
      Notes receivable, net -
       current                           (37)     (497)     (926)   (1,023)
      Other current assets             5,351     1,260     2,235      (746)
      Notes receivable, net - non-
       current                        (3,495)      458   (11,171)   (3,467)
      Other non-current assets         1,916       161   (11,637)    1,778

    Increase (decrease) in
     operating liabilities:
      Premiums payable to
       insurance carriers             (8,560)    1,780   (11,477)    4,268
      Income taxes payable            (3,355)    4,459    (2,480)   (7,007)
      Due to principals and/or
       certain entities they own          72    22,634   (33,142)    2,978
      Accounts payable                 7,116     7,609    (5,309)   (7,053)
      Accrued liabilities              4,563    13,333   (17,718)   22,982
      Other non-current
       liabilities                     3,367     7,716    14,266    12,120
                                       -----     -----    ------    ------
    Total adjustments                 42,824    44,559    41,615    54,174
                                      ------    ------    ------    ------
    Net cash provided by
     operating activities             32,114    63,833    56,451   108,406

    Cash flow from investing
     activities:
      Proceeds from disposal of
       subsidiaries                       92         -    22,615     1,920
      Purchases of property and
       equipment, net                 (2,919)   (4,993)  (33,241)  (13,308)
      Payments for acquired firms,
       net of cash, and
        contingent consideration     (12,587)  (71,027)  (76,369) (206,366)
                                     -------   -------   -------  --------
    Net cash used in
     investing activities            (15,414)  (76,020)  (86,995) (217,754)

    Cash flow from financing
     activities:
      Repayments of borrowings       (45,000)  (24,000) (177,000) (161,000)
      Proceeds from borrowings        20,000    70,000   199,000   204,000
      Proceeds from convertible
       senior notes                        -         -         -   230,000
      Convertible senior notes
       issuance costs                      -         -         -    (7,578)
      Proceeds from warrants sold          -         -         -    34,040
      Proceeds of call options             -         -         -   (55,890)
      Proceeds from stock-based
       awards, including
        tax benefit                   (1,999)    1,250     1,482    19,277
      Shares cancelled to pay
       withholding taxes                (135)   (2,636)     (815)   (3,425)
      Payments for treasury stock
       repurchase                          -         -   (24,612) (106,605)
      Dividends paid                  (8,389)   (6,919)  (33,072)  (27,495)
                                      ------    ------   -------   -------
    Net cash (used in)
     provided by financing
     activities                      (35,523)   37,695   (35,017)  125,324
                                     -------    ------   -------   -------
    Net (decrease) increase
     in cash and cash
     equivalents                     (18,823)   25,508   (65,561)   15,976
    Cash and cash
     equivalents,
     beginning of period              67,444    88,674   114,182    98,206
                                      ------    ------   -------    ------
    Cash and cash equivalents,
     end of the period               $48,621  $114,182   $48,621  $114,182
                                     =======  ========   =======  ========

    Supplemental disclosures of cash
     flow information
      Cash paid for income taxes      $7,502   $12,937   $37,470   $48,571
      Cash paid for interest          $2,188    $2,061    $9,756    $6,657

SOURCE National Financial Partners Corp.