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8-K - 8-K - WADDELL & REED FINANCIAL INCa12-10839_18k.htm

Exhibit 99.1

 

GRAPHIC

 

 

 

News Release

 

Waddell & Reed Financial, Inc. Reports First Quarter Results

 

Overland Park, KS, Apr. 30, 2012 — Waddell & Reed Financial, Inc. (NYSE: WDR) today reported first quarter net income of $47.4 million, or $0.55 per diluted share, compared to net income of $40.0 million, or $0.47 per diluted share, during the fourth quarter of 2011 and net income of $45.6 million, or $0.53 per diluted share, during the same period last year.

 

Operating revenues of $307 million during the current quarter rose 5% compared to the previous quarter and 3% compared to the same period last year, and were 1% lower than our historical high-water mark set during the second quarter of 2011.  Our operating margin improved by 190 basis points sequentially.

 

Gross sales were $6.1 billion, a 22% increase compared to the previous quarter.  Net flows of $1.3 billion showed meaningful improvement compared to $42 million during the fourth quarter of 2011.

 

Business Discussion

 

Management commentary

 

“Momentum continued in the new year.  Market action, plus emphasis on expense control, allowed for solid sequential quarter profit improvement,” said Hank Herrmann, Chairman and Chief Executive Officer of Waddell & Reed Financial, Inc.  “The retail investor remains reticent, but we were able to record another quarter of reasonable organic growth considering the overall environment.  Fund performance in the quarter was strong on both an absolute and relative basis.”

 

Advisors channel

 

Sales of $1.0 billion during the quarter rose 20% compared to the previous quarter and were essentially flat compared to the same period last year.  Net inflows were $158 million compared to outflows of $114 million during the fourth quarter of 2011 and inflows of $66 million during the first quarter of 2011.

 

Advisor productivity continues to improve, with gross revenue per advisor reaching $40,800 during the current quarter.  This represents a sequential improvement of 5%, a year-over-year improvement of 4% and a new quarterly high level of productivity for our financial advisors.  Continued improvements in productivity, along with the channel’s industry-low redemption rates, makes our Advisors channel an important and stable contributor to our business model.

 

1



 

Wholesale channel

 

Gross sales during the quarter were $4.4 billion, a 20% increase compared to the previous quarter, while inflows of $970 million compare favorably to the fourth quarter’s $153 million.  Broad risk aversion continues to influence retail investors’ behavior, but solid investment performance and a diverse line-up of mutual fund products allowed us to grow assets under management at a greater rate than most other mutual fund complexes.  Efforts from our Wholesale channel led to an annualized organic growth rate of 9.5% compared to the industry’s breakeven rate.

 

Interest in fixed income products remains strong, accounting for 37%, or $1.6 billion, of sales and $1.3 billion of inflows.  During the quarter, $2.9 billion, or 67% of sales volume, went to products other than our flagship Asset Strategy fund.

 

Institutional channel

 

Gross sales were $652 million during the quarter and inflows were $175 million, both of which represent improvements compared to the fourth quarter.  In January, we announced that we had won two meaningful mandates, one of which funded during the quarter.

 

Our subadvisory efforts have been rewarding and we see opportunities for additional relationships over time.  We are also experiencing success in the defined benefit and defined contribution markets, which should lead to additional mandates in the future.

 

Management Fee Revenue Analysis

 

During the current quarter, average assets under management were $90.1 billion, an increase of 8% sequentially and 4% compared to the first quarter of 2011.

 

Compared to the previous quarter, revenues grew 7%, slightly below the rate of growth in average assets under management because of one less day in the current quarter.  Compared to the same period last year, revenues grew 2%, a slightly lower rate than average assets under management as a mix-shift to lower fee products was partly offset by an extra day in the first quarter of 2012.

 

The effective fee rate for the current quarter was 60.2 basis points, compared to 60.1 basis points and 61.6 basis points in the fourth and first quarters of 2011, respectively.

 

Underwriting and Distribution Revenue and Expense Analysis

 

Advisors channel

 

The sequential increase in revenues is largely due to higher asset-allocation fees, and to a lesser degree, higher Rule 12b-1 fees.  Sales of fee-based products remain strong, while market appreciation has had a positive impact on our asset levels.  Lower variable annuity sales commissions partly offset other revenue increases.  Direct expenses rose with associated revenues, while indirect expenses were largely unchanged as higher sales program costs were offset by lower field office costs.

 

Compared to the first quarter of 2011, revenues rose on higher asset-allocation fees.  Front-load Class A and variable annuity sales commissions were lower, which offset a portion of the above-referenced increase in revenues.  Direct expenses rose with associated revenues.  Indirect costs increased largely on higher field office costs, namely compensation and related costs and advertising.

 

2



 

Wholesale channel

 

Sequentially, changes in asset levels were responsible for the increase in revenues.  Direct expenses rose due to both higher asset-based fees and wholesaler commissions.  Indirect costs rose slightly as higher compensation and related costs were mostly offset by lower advertising costs.

 

Compared to the same period last year, revenues rose with higher asset-based fees while direct expenses declined with lower wholesaler commissions.  Indirect expenses rose on a combination of higher office expenses, business meetings and travel costs for wholesalers.

 

Compensation and Related Expense Analysis

 

Compared to the fourth quarter, costs increased due to a combination of annual salary increases, higher payroll taxes and pension costs.  The first quarter also included severance charges and higher bonuses to our investment management staff.

 

Compared to the same period last year, the increase is largely due to higher amortization costs for share-based compensation and higher base salaries.  Higher pension, severance and incentive compensation costs also contributed to the increase.

 

General and Administrative Expense Analysis

 

Sequentially, the decline in costs was largely due to lower advertising expenses, and to a lesser degree, lower legal costs.  Advertising expenses were lower than their previous run-rate.

 

Compared to the first quarter of 2011, costs rose on a combination of higher dealer services and IT costs and were partly offset by lower advertising costs.

 

Investment and Other Income/Loss

 

Investment and other income rose for both the sequential and year-over-year comparative periods due to higher gains recognized on the sale of available-for-sale securities and in our mutual fund trading portfolios.  A portion of the sequential increase was offset by lower dividend and capital gains in the current quarter.

 

Gains realized on the sale of available-for-sale securities and an increase in the fair value of trading securities led to the release of a portion of our valuation allowance, reducing our tax expense by $1.3 million and our effective tax rate.

 

Balance Sheet Information

 

As of March 31, 2012, cash and cash equivalents and investment securities were $521 million.  Long-term debt was $190 million and there was no short-term debt outstanding.

 

Stockholders’ equity was $568 million and there were 85.6 million shares outstanding.  On April 2nd, we granted 1.2 million shares of restricted stock in accordance with our annual program.  We repurchased 413 thousand shares during the first week of April to cover employee minimum income tax withholdings in connection with the vesting of stock awards.

 

3



 

Unaudited Schedule of Operating Data

(Amounts in thousands, except for per share data)

 

 

 

2011

 

2012

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment management fees

 

$

131,644

 

$

138,985

 

$

133,494

 

$

126,476

 

$

134,900

 

 

 

 

 

 

 

Underwriting and distribution fees

 

132,763

 

137,354

 

131,001

 

131,575

 

137,490

 

 

 

 

 

 

 

Shareholder service fees

 

32,167

 

33,606

 

33,254

 

32,858

 

34,228

 

 

 

 

 

 

 

Total operating revenues

 

296,574

 

309,945

 

297,749

 

290,909

 

306,618

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting and distribution

 

152,004

 

157,219

 

151,936

 

154,872

 

159,475

 

 

 

 

 

 

 

Compensation and related costs

 

40,475

 

42,092

 

37,052

 

41,782

 

45,402

 

 

 

 

 

 

 

General and administrative

 

17,631

 

19,500

 

22,491

 

20,911

 

19,325

 

 

 

 

 

 

 

Subadvisory fees

 

8,080

 

8,313

 

7,291

 

6,201

 

6,271

 

 

 

 

 

 

 

Depreciation

 

3,604

 

3,842

 

3,980

 

3,809

 

3,472

 

 

 

 

 

 

 

Total operating expenses

 

221,794

 

230,966

 

222,750

 

227,575

 

233,945

 

 

 

 

 

 

 

Operating Income

 

74,780

 

78,979

 

74,999

 

63,334

 

72,673

 

 

 

 

 

 

 

Investment and other income/(loss)

 

1,003

 

2,452

 

(4,365

)

2,959

 

4,056

 

 

 

 

 

 

 

Interest expense

 

(2,900

)

(2,835

)

(2,838

)

(2,840

)

(2,827

)

 

 

 

 

 

 

Income before taxes

 

72,883

 

78,596

 

67,796

 

63,453

 

73,902

 

 

 

 

 

 

 

Provision for taxes

 

27,250

 

28,626

 

27,962

 

23,431

 

26,515

 

 

 

 

 

 

 

Net Income

 

$

45,633

 

$

49,970

 

$

39,834

 

$

40,022

 

$

47,387

 

 

 

 

 

 

 

Net income per share

 

0.53

 

0.58

 

0.46

 

0.47

 

0.55

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

85,836

 

86,275

 

85,782

 

85,286

 

85,606

 

 

 

 

 

 

 

Operating margin

 

25.2

%

25.5

%

25.2

%

21.8

%

23.7

%

 

 

 

 

 

 

 

Underwriting and Distribution

(Amounts in thousands)

 

 

 

2011

 

2012

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Advisors Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

72,555

 

$

74,018

 

$

70,088

 

$

73,416

 

$

76,680

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

50,872

 

52,422

 

49,748

 

51,316

 

53,676

 

 

 

 

 

 

 

Indirect

 

22,791

 

23,724

 

24,761

 

26,138

 

26,367

 

 

 

 

 

 

 

Total expenses

 

$

73,663

 

$

76,146

 

$

74,509

 

$

77,454

 

$

80,043

 

 

 

 

 

 

 

Wholesale Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

60,208

 

$

63,336

 

$

60,913

 

$

58,159

 

$

60,810

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

66,591

 

69,376

 

65,526

 

64,199

 

65,837

 

 

 

 

 

 

 

Indirect

 

11,750

 

11,697

 

11,901

 

13,219

 

13,595

 

 

 

 

 

 

 

Total expenses

 

$

78,341

 

$

81,073

 

$

77,427

 

$

77,418

 

$

79,432

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

132,763

 

$

137,354

 

$

131,001

 

$

131,575

 

$

137,490

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

117,463

 

121,798

 

115,274

 

115,515

 

119,513

 

 

 

 

 

 

 

Indirect

 

34,541

 

35,421

 

36,662

 

39,357

 

39,962

 

 

 

 

 

 

 

Total expenses

 

$

152,004

 

$

157,219

 

$

151,936

 

$

154,872

 

$

159,475

 

 

 

 

 

 

 

Margin

 

-14.5

%

-14.5

%

-16.0

%

-17.7

%

-16.0

%

 

 

 

 

 

 

 

4



 

Changes in Assets Under Management

(Amounts in millions)

 

 

 

2011

 

2012

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Advisors Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

33,181

 

$

34,922

 

$

34,843

 

$

29,760

 

$

31,709

 

 

 

 

 

 

 

Sales (net of commissions)

 

1,064

 

1,011

 

867

 

858

 

1,030

 

 

 

 

 

 

 

Redemptions

 

(990

)

(1,059

)

(1,004

)

(994

)

(1,042

)

 

 

 

 

 

 

Net sales

 

74

 

(48

)

(137

)

(136

)

(12

)

 

 

 

 

 

 

Net exchanges

 

(62

)

(55

)

(79

)

(66

)

103

 

 

 

 

 

 

 

Reinvested dividends & capital gains

 

54

 

128

 

83

 

88

 

67

 

 

 

 

 

 

 

Net flows

 

66

 

25

 

(133

)

(114

)

158

 

 

 

 

 

 

 

Market action

 

1,675

 

(104

)

(4,950

)

2,063

 

3,206

 

 

 

 

 

 

 

Ending assets

 

$

34,922

 

$

34,843

 

$

29,760

 

$

31,709

 

$

35,073

 

 

 

 

 

 

 

Wholesale Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

40,883

 

$

44,742

 

$

46,558

 

$

38,138

 

$

40,954

 

 

 

 

 

 

 

Sales (net of commissions)

 

4,719

 

4,211

 

3,957

 

3,707

 

4,433

 

 

 

 

 

 

 

Redemptions

 

(3,162

)

(2,566

)

(3,515

)

(3,752

)

(3,446

)

 

 

 

 

 

 

Net sales

 

1,557

 

1,645

 

442

 

(45

)

987

 

 

 

 

 

 

 

Net exchanges

 

62

 

55

 

79

 

65

 

(104

)

 

 

 

 

 

 

Reinvested dividends & capital gains

 

0

 

117

 

29

 

133

 

87

 

 

 

 

 

 

 

Net flows

 

1,619

 

1,817

 

550

 

153

 

970

 

 

 

 

 

 

 

Market action

 

2,240

 

(1

)

(8,970

)

2,663

 

4,814

 

 

 

 

 

 

 

Ending assets

 

$

44,742

 

$

46,558

 

$

38,138

 

$

40,954

 

$

46,738

 

 

 

 

 

 

 

Institutional Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

9,609

 

$

10,407

 

$

10,346

 

$

9,558

 

$

10,494

 

 

 

 

 

 

 

Sales (net of commissions)

 

776

 

556

 

1,625

 

456

 

652

 

 

 

 

 

 

 

Redemptions

 

(530

)

(709

)

(737

)

(503

)

(507

)

 

 

 

 

 

 

Net sales

 

246

 

(153

)

888

 

(47

)

145

 

 

 

 

 

 

 

Net exchanges

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

Reinvested dividends & capital gains

 

16

 

28

 

18

 

50

 

30

 

 

 

 

 

 

 

Net flows

 

262

 

(125

)

906

 

3

 

175

 

 

 

 

 

 

 

Market action

 

536

 

64

 

(1,694

)

933

 

1,312

 

 

 

 

 

 

 

Ending assets

 

$

10,407

 

$

10,346

 

$

9,558

 

$

10,494

 

$

11,981

 

 

 

 

 

 

 

Consolidated Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

83,673

 

$

90,071

 

$

91,747

 

$

77,456

 

$

83,157

 

 

 

 

 

 

 

Sales (net of commissions)

 

6,559

 

5,778

 

6,449

 

5,021

 

6,115

 

 

 

 

 

 

 

Redemptions

 

(4,682

)

(4,334

)

(5,256

)

(5,249

)

(4,995

)

 

 

 

 

 

 

Net sales

 

1,877

 

1,444

 

1,193

 

(228

)

1,120

 

 

 

 

 

 

 

Net exchanges

 

0

 

0

 

0

 

(1

)

(1

)

 

 

 

 

 

 

Reinvested dividends & capital gains

 

70

 

273

 

130

 

271

 

184

 

 

 

 

 

 

 

Net flows

 

1,947

 

1,717

 

1,323

 

42

 

1,303

 

 

 

 

 

 

 

Market action

 

4,451

 

(41

)

(15,614

)

5,659

 

9,332

 

 

 

 

 

 

 

Ending assets

 

$

90,071

 

$

91,747

 

$

77,456

 

$

83,157

 

$

93,792

 

 

 

 

 

 

 

 

5



 

Supplemental Information

 

 

 

2011

 

2012

 

 

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

1st Qtr.

 

2nd Qtr.

 

3rd Qtr.

 

4th Qtr.

 

Redemption rates - long term assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisors

 

9.6

%

10.1

%

10.0

%

10.4

%

10.1

%

 

 

 

 

 

 

Wholesale

 

29.7

%

22.3

%

31.0

%

35.7

%

30.7

%

 

 

 

 

 

 

Institutional

 

21.3

%

27.1

%

27.8

%

19.0

%

18.2

%

 

 

 

 

 

 

Total

 

21.0

%

18.2

%

22.9

%

24.1

%

21.5

%

 

 

 

 

 

 

Gross Revenue per advisor (000s)

 

39.2

 

40.2

 

37.6

 

38.7

 

40.8

 

 

 

 

 

 

 

Number of advisors

 

1,732

 

1,751

 

1,758

 

1,816

 

1,778

 

 

 

 

 

 

 

Number of shareholder accounts (000s)

 

3,988

 

4,087

 

4,118

 

4,155

 

4,082

 

 

 

 

 

 

 

Number of shareholders (000s)

 

803

 

819

 

827

 

825

 

832

 

 

 

 

 

 

 

 

Fund Rankings

 

 

 

1 Year

 

3 Years

 

5 Years

 

Lipper

 

 

 

 

 

 

 

Equity funds

 

 

 

 

 

 

 

Top quartile

 

24

%

29

%

52

%

Top half

 

43

%

39

%

79

%

Equity assets

 

 

 

 

 

 

 

Top quartile

 

11

%

18

%

77

%

Top half

 

67

%

21

%

88

%

Fixed income funds

 

 

 

 

 

 

 

Top quartile

 

47

%

19

%

53

%

Top half

 

58

%

44

%

73

%

Fixed income assets

 

 

 

 

 

 

 

Top quartile

 

62

%

10

%

62

%

Top half

 

68

%

46

%

79

%

All funds

 

 

 

 

 

 

 

Top quartile

 

30

%

26

%

52

%

Top half

 

47

%

40

%

78

%

All assets

 

 

 

 

 

 

 

Top quartile

 

21

%

16

%

74

%

Top half

 

67

%

26

%

86

%

 

 

 

 

 

 

 

 

MorningStar

 

 

 

 

 

 

 

% of funds with 4 or 5 stars

 

 

 

 

 

 

 

Equity funds

 

47

%

12

%

57

%

All funds

 

42

%

9

%

53

%

% of assets with 4 or 5 stars

 

 

 

 

 

 

 

Equity assets

 

29

%

8

%

72

%

All assets

 

31

%

6

%

70

%

 

6



 

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, April 30th 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.

 

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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 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, 2011, 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;

 

·                                          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;

 

·                                          Our inability to implement new information technology and systems, or inability to complete such implementation in a timely or cost effective manner;

 

·                                          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; 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, 2011 and as updated in our quarterly reports on Form 10-Q for the year ending December 31, 2012.  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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