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8-K - 8-K - WADDELL & REED FINANCIAL INCa11-28417_18k.htm

Exhibit 99.1

 

GRAPHIC

 

News Release

 

Waddell & Reed Financial, Inc. Reports Third Quarter Results

 

Overland Park, KS, Oct. 25, 2011 — Waddell & Reed Financial, Inc. (NYSE: WDR) today reported third quarter net income of $39.8 million, or $0.46 per diluted share, compared to net income of $50.0 million, or $0.58 per diluted share, during the second quarter of 2011 and net income of $40.5 million, or $0.47 per diluted share, during the third quarter of 2010.

 

The current quarter’s net income included investment losses of $4.4 million which, due to the non-deductibility stemming from our tax loss carryforward, resulted in a higher effective tax rate.  Additionally, operating costs included a pre-tax charge of $1.8 million for the write-off of software capitalization costs due to our decision to discontinue the use of certain software licenses.  During the third quarter of 2010, investment and other income included gains of $3.5 million, which also increased net income by the same amount due to the non-taxability stemming from our tax loss carryforward, resulting in a lower effective tax rate.

 

Our operating margin remained relatively unchanged at 25.2% compared to 25.5% during the second quarter of 2011, but increased 170 basis points compared to the same period in 2010.

 

Sales of $6.4 billion increased 12% compared to the previous quarter and 38% compared to the same period last year.  Net inflows were $1.3 billion — compared to $1.7 billion and $658 million in the second quarter of 2011 and third quarter of 2010, respectively.  During the first three weeks of October, sales were approximately $1.0 billion and experiencing slight outflows.

 

Business Discussion

 

Management commentary

 

“Despite market risk-aversion, Waddell & Reed continued to generate meaningful organic growth,” said Hank Herrmann, Chairman and Chief Executive Officer of Waddell & Reed Financial, Inc.  “Heightened volatility in the equity markets was an important contributor to weaker flows, offset somewhat by stronger demand for our fixed income products.  We believe that the breadth and performance of our product line, and the intensity of our distribution efforts, continue to help us to navigate difficult markets.”

 

1



 

Advisors channel

 

Sales and net outflows remained relatively unchanged compared to the same period last year, but declined compared to the previous quarter due to market volatility.  Quarterly sales were $867 million, while net outflows totaled $133 million.  Average daily sales in each month remained essentially unchanged.

 

Average advisor productivity decreased to $37.6 thousand, down from the previous quarter’s historical high level of $40.2 thousand.  A challenging sales environment and lower asset-based fees were responsible for the decline.  Headcount increased slightly due primarily to our hiring of experienced financial advisors.

 

The redemption rate remained essentially unchanged sequentially at 10.0%, reflecting the important stability of the Advisors channel asset base even in volatile markets.

 

Wholesale channel

 

Sales in our Wholesale channel were $4.0 billion, a 35% increase compared to the same period last year, but 6% lower sequentially.  Despite the challenges posed by market turmoil, net flows remained positive in each month for a quarterly total of $550 million.  Intra quarter, the month of August saw the highest level of gross sales, as well as the highest level of redemptions.

 

Sales in products outside of our flagship Asset Strategy portfolios remain at approximately half of total sales volume in this channel.  A number of funds — including 3 fixed income portfolios — received significant daily contributions.

 

Institutional channel

 

Sales were $1.6 billion during the quarter and included a previously disclosed mandate of approximately $800 million.  Net inflows were $906 million, a marked improvement compared to outflows of $125 million during the previous quarter and inflows of $342 million during the same period last year.

 

Sales and flows in the channel continue to be dominated by new and continuing contributions from subadvisory relationships.

 

Management Fee Revenue Analysis

 

During the current quarter, average assets under management were $87.4 billion, a decline of 4% sequentially and an increase of 21% over the same period in 2010.  The change in revenues was slightly lower than the change in average assets under management as a combination of mix-shift to lower fee products and fee waivers, principally to money market funds, caused the effective fee rate to decline to 60.6 basis points compared to 61.4 basis points in the previous quarter and 61.1 basis points in the third quarter of 2010.

 

2



 

Underwriting and Distribution Revenue and Expense Analysis

 

Advisors channel

 

A combination of lower sales from front-loaded Class A shares and variable annuities, and lower asset-based Rule 12b-1 fees, were almost equally responsible for the sequential decline in revenues.  These were partly offset by higher asset-allocation revenues.  Direct costs declined with revenues while indirect costs rose on higher sales program and office administration costs.

 

Compared to the same period last year, revenues rose largely from higher asset-allocation fees and to a lesser degree, higher asset-based Rule 12b-1 fees.  This increase was partly offset by lower front-loaded Class A share sales.  Direct expenses rose with revenues.  Higher office administration costs, and to a lesser degree, higher sales convention costs were responsible for the increase in indirect expenses.

 

Wholesale channel

 

Changes in asset levels were responsible for the decline in revenues compared to the previous quarter and an increase in revenues compared to the same period last year.  Direct expenses fell sequentially as a result of lower asset levels and lower sales commissions, while on a year-over-year basis rose due to higher asset levels and higher sales commissions.  Indirect expenses remained largely unchanged.

 

Compensation and Related Expense Analysis

 

The sequential decline in costs is largely attributable to lower estimates for annual incentive bonuses, and to a lesser degree, lower equity compensation costs due to a true-up made in the second quarter for forfeitures, which inflated costs in the second quarter.  Compared to the same period last year, costs remain relatively unchanged.

 

General and Administrative Expense Analysis

 

Costs rose compared to both the second quarter of 2011 and the third quarter of 2010 because of higher IT costs and to a lesser degree, higher dealer servicing costs.  The current quarter included a write-off of $1.8 million related to our decision to discontinue the use of certain software licenses.

 

Investment and Other Income/Loss

 

Investment losses totaled $4.4 million during the current quarter and were primarily due to losses in our mutual fund trading portfolios, as well as a $1.0 million write-down on a partnership interest.

 

Investment and other income totaled $2.5 million during the previous quarter, which was largely attributable to gains on sales of available-for-sale securities.  Last year’s third quarter investment and other income of $3.9 million was primarily the result of gains in our mutual fund trading portfolios, which were partly offset by a $1.5 million write-down on a partnership interest.

 

3



 

Tax Rate

 

Our effective tax rate during the current quarter was 41.2%, which reflected an increase in the valuation allowance on capital loss carryforwards due to a decline in the fair value of our investment portfolios during the period.  The effective tax rates during the second quarter of 2011 and third quarter of 2010 were 36.4% and 33.1%, respectively.  These rates reflected a decrease in the valuation allowance on capital loss carryforwards as a result of investment gains and increases in the fair value of our investment portfolios during the respective periods.

 

The effective tax rate for future periods, excluding any changes related to the valuation allowance, is anticipated to range between 37% and 39%.

 

Balance Sheet Information

 

As of September 30, 2011, cash and cash equivalents and investment securities were $440 million (excluding $56 million held for the benefit of customers segregated in compliance with federal and other regulations).  Long-term debt was $190 million and there was no short-term debt outstanding.

 

Stockholders’ equity was $521 million and there were 85.4 million shares outstanding.  During the quarter, we repurchased 652 thousand shares on the open market or privately bringing our annual total to 1.6 million shares at an aggregate cost of $57 million.

 

4



 

Unaudited Schedule of Operating Data

(Amounts in thousands, except for per share data)

 

 

 

2010

 

2011

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment management fees

 

$

109,663

 

$

113,052

 

$

111,159

 

$

123,664

 

$

131,644

 

$

138,985

 

$

133,494

 

 

 

Underwriting and distribution fees

 

113,136

 

114,545

 

114,071

 

126,305

 

132,763

 

137,354

 

131,001

 

 

 

Shareholder service fees

 

28,815

 

29,622

 

29,577

 

31,276

 

32,167

 

33,606

 

33,254

 

 

 

Total operating revenues

 

251,614

 

257,219

 

254,807

 

281,245

 

296,574

 

309,945

 

297,749

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting and distribution

 

133,866

 

133,506

 

132,857

 

143,375

 

152,004

 

157,219

 

151,936

 

 

 

Compensation and related costs

 

32,925

 

34,355

 

36,164

 

38,811

 

40,475

 

42,092

 

37,052

 

 

 

General and administrative

 

15,686

 

16,709

 

16,022

 

18,286

 

17,631

 

19,500

 

22,491

 

 

 

Subadvisory fees

 

7,072

 

6,888

 

6,481

 

7,382

 

8,080

 

8,313

 

7,291

 

 

 

Depreciation

 

3,445

 

3,486

 

3,526

 

3,573

 

3,604

 

3,842

 

3,980

 

 

 

Total operating expenses

 

192,994

 

194,944

 

195,050

 

211,427

 

221,794

 

230,966

 

222,750

 

 

 

Operating Income

 

58,620

 

62,275

 

59,757

 

69,818

 

74,780

 

78,979

 

74,999

 

 

 

Investment and other income/(loss)

 

891

 

(1,585

)

3,933

 

5,498

 

1,003

 

2,452

 

(4,365

)

 

 

Interest expense

 

(3,558

)

(3,111

)

(3,128

)

(2,926

)

(2,900

)

(2,835

)

(2,838

)

 

 

Income before taxes

 

55,953

 

57,579

 

60,562

 

72,390

 

72,883

 

78,596

 

67,796

 

 

 

Provision for taxes

 

20,044

 

23,427

 

20,029

 

26,025

 

27,250

 

28,626

 

27,962

 

 

 

Net Income

 

$

35,909

 

$

34,152

 

$

40,533

 

$

46,365

 

$

45,633

 

$

49,970

 

$

39,834

 

 

 

Net income per share

 

0.42

 

0.40

 

0.47

 

0.54

 

0.53

 

0.58

 

0.46

 

 

 

Weighted average shares outstanding - diluted

 

85,675

 

86,025

 

85,448

 

85,482

 

85,836

 

86,275

 

85,782

 

 

 

Operating margin

 

23.3

%

24.2

%

23.5

%

24.8

%

25.2

%

25.5

%

25.2

%

 

 

 

Underwriting and Distribution

(Amounts in thousands)

 

 

 

2010

 

2011

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Advisors Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

60,537

 

$

61,443

 

$

60,862

 

$

69,265

 

$

72,555

 

$

74,018

 

$

70,088

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

42,540

 

43,151

 

43,472

 

47,995

 

50,872

 

52,422

 

49,748

 

 

 

Indirect

 

22,845

 

21,746

 

21,142

 

21,998

 

22,791

 

23,724

 

24,761

 

 

 

Total expenses

 

$

65,385

 

$

64,897

 

$

64,614

 

$

69,993

 

$

73,663

 

$

76,146

 

$

74,509

 

 

 

Wholesale Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

52,599

 

$

53,102

 

$

53,209

 

$

57,040

 

$

60,208

 

$

63,336

 

$

60,913

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

57,141

 

57,635

 

56,351

 

61,627

 

66,591

 

69,376

 

65,526

 

 

 

Indirect

 

11,340

 

10,974

 

11,892

 

11,755

 

11,750

 

11,697

 

11,901

 

 

 

Total expenses

 

$

68,481

 

$

68,609

 

$

68,243

 

$

73,382

 

$

78,341

 

$

81,073

 

$

77,427

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

113,136

 

$

114,545

 

$

114,071

 

$

126,305

 

$

132,763

 

$

137,354

 

$

131,001

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

99,681

 

100,786

 

99,823

 

109,622

 

117,463

 

121,798

 

115,274

 

 

 

Indirect

 

34,185

 

32,720

 

33,034

 

33,753

 

34,541

 

35,421

 

36,662

 

 

 

Total expenses

 

$

133,866

 

$

133,506

 

$

132,857

 

$

143,375

 

$

152,004

 

$

157,219

 

$

151,936

 

 

 

Margin

 

-18.3

%

-16.6

%

-16.5

%

-13.5

%

-14.5

%

-14.5

%

-16.0

%

 

 

 

5



 

Changes in Assets Under Management

(Amounts in millions)

 

 

 

2010

 

2011

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Advisors Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

29,474

 

$

30,501

 

$

28,215

 

$

30,783

 

$

33,181

 

$

34,922

 

$

34,843

 

 

 

Sales (net of commissions)

 

886

 

954

 

839

 

935

 

1,064

 

1,011

 

867

 

 

 

Redemptions

 

(762

)

(902

)

(919

)

(943

)

(990

)

(1,059

)

(1,004

)

 

 

Net sales

 

124

 

52

 

(80

)

(8

)

74

 

(48

)

(137

)

 

 

Net exchanges

 

(35

)

(55

)

(138

)

(77

)

(62

)

(55

)

(79

)

 

 

Reinvested dividends & capital gains

 

57

 

103

 

81

 

95

 

54

 

128

 

83

 

 

 

Net flows

 

146

 

100

 

(137

)

10

 

66

 

25

 

(133

)

 

 

Market action

 

881

 

(2,386

)

2,705

 

2,388

 

1,675

 

(104

)

(4,950

)

 

 

Ending assets

 

$

30,501

 

$

28,215

 

$

30,783

 

$

33,181

 

$

34,922

 

$

34,843

 

$

29,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

32,818

 

$

35,604

 

$

32,523

 

$

36,480

 

$

40,883

 

$

44,742

 

$

46,558

 

 

 

Sales (net of commissions)

 

4,430

 

3,530

 

2,933

 

3,613

 

4,719

 

4,211

 

3,957

 

 

 

Redemptions

 

(2,106

)

(3,303

)

(2,566

)

(2,585

)

(3,162

)

(2,566

)

(3,515

)

 

 

Net sales

 

2,324

 

227

 

367

 

1,028

 

1,557

 

1,645

 

442

 

 

 

Net exchanges

 

34

 

54

 

27

 

74

 

62

 

55

 

79

 

 

 

Reinvested dividends & capital gains

 

(6

)

107

 

59

 

78

 

0

 

117

 

29

 

 

 

Net flows

 

2,352

 

388

 

453

 

1,180

 

1,619

 

1,817

 

550

 

 

 

Market action

 

434

 

(3,469

)

3,504

 

3,223

 

2,240

 

(1

)

(8,970

)

 

 

Ending assets

 

$

35,604

 

$

32,523

 

$

36,480

 

$

40,883

 

$

44,742

 

$

46,558

 

$

38,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Institutional Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

7,491

 

$

8,127

 

$

7,541

 

$

8,704

 

$

9,609

 

$

10,407

 

$

10,346

 

 

 

Sales (net of commissions)

 

819

 

768

 

905

 

1,097

 

776

 

556

 

1,625

 

 

 

Redemptions

 

(517

)

(551

)

(704

)

(1,104

)

(530

)

(709

)

(737

)

 

 

Net sales

 

302

 

217

 

201

 

(7

)

246

 

(153

)

888

 

 

 

Net exchanges

 

0

 

0

 

115

 

2

 

0

 

0

 

0

 

 

 

Reinvested dividends & capital gains

 

23

 

26

 

26

 

40

 

16

 

28

 

18

 

 

 

Net flows

 

325

 

243

 

342

 

35

 

262

 

(125

)

906

 

 

 

Market action

 

311

 

(829

)

821

 

870

 

536

 

64

 

(1,694

)

 

 

Ending assets

 

$

8,127

 

$

7,541

 

$

8,704

 

$

9,609

 

$

10,407

 

$

10,346

 

$

9,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

69,783

 

$

74,232

 

$

68,279

 

$

75,967

 

$

83,673

 

$

90,071

 

$

91,747

 

 

 

Sales (net of commissions)

 

6,135

 

5,252

 

4,677

 

5,645

 

6,559

 

5,778

 

6,449

 

 

 

Redemptions

 

(3,385

)

(4,756

)

(4,189

)

(4,632

)

(4,682

)

(4,334

)

(5,256

)

 

 

Net sales

 

2,750

 

496

 

488

 

1,013

 

1,877

 

1,444

 

1,193

 

 

 

Net exchanges

 

(1

)

(1

)

4

 

(1

)

0

 

0

 

0

 

 

 

Reinvested dividends & capital gains

 

74

 

236

 

166

 

213

 

70

 

273

 

130

 

 

 

Net flows

 

2,823

 

731

 

658

 

1,225

 

1,947

 

1,717

 

1,323

 

 

 

Market action

 

1,626

 

(6,684

)

7,030

 

6,481

 

4,451

 

(41

)

(15,614

)

 

 

Ending assets

 

$

74,232

 

$

68,279

 

$

75,967

 

$

83,673

 

$

90,071

 

$

91,747

 

$

77,456

 

 

 

 

6



 

Supplemental Information

 

 

 

2010

 

2011

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Redemption rates - long term assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisors

 

8.2

%

9.5

%

10.0

%

9.6

%

9.6

%

10.1

%

10.0

%

 

 

Wholesale

 

24.6

%

37.7

%

29.2

%

25.9

%

29.7

%

22.3

%

31.0

%

 

 

Institutional

 

27.4

%

28.0

%

34.4

%

47.6

%

21.3

%

27.1

%

27.8

%

 

 

Total

 

18.2

%

25.2

%

22.1

%

22.0

%

21.0

%

18.2

%

22.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Revenue per advisor (000s)

 

27.1

 

28.5

 

29.1

 

34.2

 

39.2

 

40.2

 

37.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of advisors

 

2,057

 

2,013

 

1,950

 

1,847

 

1,732

 

1,751

 

1,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of shareholder accounts (000s)

 

3,962

 

3,973

 

4,015

 

3,923

 

3,988

 

4,087

 

4,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of shareholders (000s)

 

930

 

901

 

912

 

787

 

803

 

819

 

827

 

 

 

 

Fund Rankings

Lipper

 

 

 

1 Year

 

3 Years

 

5 Years

 

Equity funds

 

 

 

 

 

 

 

Top quartile

 

20

%

35

%

48

%

Top half

 

41

%

56

%

75

%

 

 

 

 

 

 

 

 

Equity assets

 

 

 

 

 

 

 

Top quartile

 

10

%

20

%

75

%

Top half

 

25

%

24

%

87

%

 

 

 

 

 

 

 

 

Fixed income funds

 

 

 

 

 

 

 

Top quartile

 

42

%

50

%

53

%

Top half

 

63

%

56

%

67

%

 

 

 

 

 

 

 

 

Fixed income assets

 

 

 

 

 

 

 

Top quartile

 

50

%

46

%

56

%

Top half

 

63

%

57

%

69

%

 

 

 

 

 

 

 

 

All funds

 

 

 

 

 

 

 

Top quartile

 

26

%

39

%

49

%

Top half

 

47

%

56

%

73

%

 

 

 

 

 

 

 

 

All assets

 

 

 

 

 

 

 

Top quartile

 

18

%

25

%

71

%

Top half

 

32

%

30

%

84

%

 

 

 

 

 

 

 

 

MorningStar

 

 

 

 

 

 

 

% of funds with 4 or 5 stars

 

 

 

 

 

 

 

Equity funds

 

48

%

24

%

54

%

All funds

 

45

%

22

%

51

%

 

 

 

 

 

 

 

 

% of assets with 4 or 5 stars

 

 

 

 

 

 

 

Equity assets

 

29

%

13

%

31

%

All assets

 

32

%

15

%

35

%

 

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Earnings Conference Call

 

Stockholders, members of the investment community and the general public are invited to listen to a live Web cast of our earnings release conference call today, October 25th  at 10:00 a.m. Eastern.  During this call, Henry J. Herrmann, Chairman and CEO, will review our quarterly results.  Live access to the teleconference will be available on the “Investor Relations” section of our Web site at www.waddell.com.  A Web cast replay will be made available shortly after the conclusion of the call and accessible for seven days.

 

Web site Resources

 

We invite you to visit the “Investor Relations” section of our Web site at www.waddell.com under the caption “Data Tables” to review supplemental information schedules.

 

Contacts

 

Investor Contact:

 

Nicole McIntosh, VP, Investor Relations, (913) 236-1880, nmcintosh@waddell.com

 

Mutual Fund Investor Contact:

 

Call (888) WADDELL, or visit www.waddell.com or www.ivyfunds.com.

Past performance is no guarantee of future results.  Please invest carefully.

 

About the Company

 

Waddell & Reed, Inc., founded in 1937, is one of the oldest mutual fund complexes in the United States, having introduced the Waddell & Reed Advisors Group of Mutual Funds in 1940. Today, we distribute our investment products through the Waddell & Reed Advisors channel (our network of financial advisors), our Wholesale channel (encompassing broker/dealer, retirement, registered investment advisors as well as the activities of our Legend subsidiary), and our Institutional channel (including defined benefit plans, pension plans and endowments and our subadvisory partnership with Mackenzie in Canada).

 

Through its subsidiaries, Waddell & Reed Financial, Inc. provides investment management and financial planning services to clients throughout the United States. Waddell & Reed Investment Management Company serves as investment advisor to the Waddell & Reed Advisors Group of Mutual Funds, Ivy Funds Variable Insurance Portfolios and Waddell & Reed InvestEd Portfolios, while Ivy Investment Management Company serves as investment advisor to Ivy Funds. Waddell & Reed, Inc. serves as principal underwriter and distributor to the Waddell & Reed Advisors Group of Mutual Funds, Ivy Funds Variable Insurance Portfolios and Waddell & Reed InvestEd Portfolios, while Ivy Funds Distributor, Inc. serves as principal underwriter and distributor to Ivy Funds.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the current views and assumptions of management with respect to future events regarding our business and industry in general.  These forward-looking statements include all statements, other than statements of historical fact, regarding our financial position, business strategy and other plans and objectives for future operations, including statements with respect to revenues and earnings, the amount and composition of assets under management, distribution sources, expense levels, redemption rates and the financial markets and other conditions.  These statements are generally identified by the use of such words as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,” “expect,” “intend,” “plan,” “project,” “outlook,” “will,” “potential” and similar statements of a future or forward-looking nature.  Readers are cautioned that any forward-looking information provided by or on behalf of the Company is not a guarantee of future performance.  Actual results may differ materially from those contained in these forward-looking statements as a result of various factors, including but not limited to those discussed below.  If one or more events related to these or other risks, contingencies or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from those forecasted or expected.  Certain important

 

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factors that could cause actual results to differ materially from our expectations are disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2010, which include, without limitation:

 

·                                          The introduction of legislative or regulatory proposals or judicial rulings that change the independent contractor classification of our financial advisors at the federal or state level for employment tax or other employee benefit purposes;

 

·                                          The adverse ruling or resolution of any litigation, regulatory investigations and proceedings, or securities arbitrations by a federal or state court or regulatory body;

 

·                                          Non-compliance with applicable laws or regulations and changes in current legal, regulatory, accounting, tax or compliance requirements or governmental policies;

 

·                                          A decline in the securities markets or in the relative investment performance of our Funds and other investment portfolios and products as compared to competing funds;

 

·                                          The loss of existing distribution channels or inability to access new distribution channels;

 

·                                          A reduction in assets under our management on short notice, through increased redemptions in our distribution channels or our Funds, particularly those Funds with a high concentration of assets, or investors terminating their relationship with us or shifting their funds to other types of accounts with different rate structures;

 

·                                          A decrease in, or the elimination of, any future quarterly dividend paid to stockholders; and

 

·                                          Our inability to hire and retain senior executive management and other key personnel.

 

The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements included in this and other reports and filings we make with the Securities and Exchange Commission, including the information in Item 1 “Business” and Item 1A “Risk Factors” of Part I and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II to our Annual Report on Form 10-K for the year ended December 31, 2010 and as updated in our quarterly reports on Form 10-Q for the year ending December 31, 2011.  All forward-looking statements speak only as the date on which they are made and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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