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8-K - 8-K - WADDELL & REED FINANCIAL INCa12-25176_18k.htm

Exhibit 99.1

 

GRAPHIC

 

News Release

 

Waddell & Reed Financial, Inc. Reports Third Quarter Results

 

Overland Park, KS, Oct. 31, 2012 — Waddell & Reed Financial, Inc. (NYSE: WDR) today reported third quarter income from continuing operations of $52.1 million, or $0.61 per diluted share, compared to $41.2 million, or $0.48 per diluted share, during the second quarter of 2012 and $39.4 million, or $0.46 per diluted share, during the same period last year.

 

On October 29 of this year, the Company entered into a definitive agreement to sell its Legend group of subsidiaries to First Allied Holdings Inc.  As a result of this transaction, Legend’s operations are now classified as discontinued operations in current and prior periods presented.  Results from discontinued operations in the current quarter include a non-cash charge of $42.4 million related to the write-down of Legend as a result of the sale.  We expect the transaction to close in January 2013, subject to regulatory approval customary for transactions of this type.

 

“The sale of Legend reflects our desire to emphasize our core business,” said Hank Herrmann, Chairman and Chief Executive Officer of Waddell & Reed Financial, Inc.  “We appreciate the efforts of the Legend team over the past 12 years and wish them continued success in their new alliance with First Allied.”

 

Net income, including the loss from discontinued operations, was $8.5 million, or $0.10 per diluted share, during the quarter compared to net income of $41.7million, or $0.48 per diluted share, during the previous quarter and $39.8 million, or $0.46 per diluted share, during the third quarter of 2011.  Unless stated otherwise, any reference to income statement items in this release refers to results from continuing operations.

 

Operating income was $79.7 million during the quarter, an 18% increase compared to the previous quarter and 8% increase compared to the same period last year.  Our operating margin reached 27.2%, compared to 23.3% during the previous quarter and 26.4% during the same period last year.

 

Assets under management rose 6% during the quarter and ended the month of September at $95 billion driven by a combination of positive market action and organic growth.

 

1



 

Business Discussion

 

Advisors channel

 

Sales of $906 million rose 4% compared to the same period in 2011, but fell 13% compared to the second quarter of 2012 due principally to weaker sales of variable annuity products.  After a good start to 2012, third quarter flows were slightly negative at $75 million.  For the first nine months of this year, the Advisors channel generated positive flows of $266 million.

 

Our Advisors business remains our most stable channel.  The stickiness of our clients’ investments yields one of the longest asset retention periods in the industry, and certainly the highest among the retail clientele of our publicly traded peers.  Clients’ growing preference for fee-based solutions also provides us with an increasingly predictable stream of recurring revenues.  Fee-based assets currently comprise 25% of total assets under management in this channel, up from 20% during the same period last year.

 

Wholesale channel

 

Sales from our Wholesale channel were $3.6 billion during the quarter, or 10% lower than the same period last year and 8% lower than the previous quarter.  Net flows improved 22% and 7% compared to the third quarter of 2011 and second quarter of 2012, respectively.  The improvement in net flows was due to lower redemptions.

 

Despite a 16% increase year-to-date in the S&P 500 index, investors continue to withdraw from actively managed equity products.  While this continues to pose a challenge, the strength of our investment process, breadth of our product line and our embedded relationships with key distributors and their financial advisors continue to facilitate our organic growth in this channel.    On a year-to-date basis, 59% of our equity funds and 74% of our equity assets beat their Lipper peers. Our longer-term record is similarly solid.

 

Institutional channel

 

Sales of $721 million rose 27% compared to the previous quarter and inflows of $231 million compare favorably to outflows of $433 during the second quarter.  Last year’s third quarter included the funding of a material mandate for approximately $800 million that boosted both sales and inflows.

 

Our Core Equity strategy continues to generate meaningful interest and led to two significant new relationships being funded in the current quarter.  This has been the fastest growing strategy over the past year and now ranks second, as measured by assets, behind Large Cap Growth in this channel.

 

Management Fee Revenue Analysis

 

The sequential increase in revenues was due to higher levels of assets under management and one additional day in the current period.   Compared to the same period last year, the increase in revenues was due to higher levels of assets under management and partly offset by a mix-shift toward fixed income products.

 

The effective fee rate during the current quarter was 59.8 basis points, compared to 59.9 basis points during the second quarter and 60.6 basis points during the third quarter of 2011.

 

2



 

Underwriting and Distribution Revenue and Expense Analysis

 

Advisors channel

 

Revenues declined sequentially due to lower sales from front-load funds, variable annuity products and insurance products.  These were partly offset by higher revenue from asset allocation fees and Rule 12b-1 fees.  Direct expenses declined with revenues while indirect expenses declined due to a combination of lower convention costs, payroll taxes and group insurance costs.

 

Compared to the third quarter of 2011, revenues increased with higher asset allocation fees and were partly offset by lower sales commissions from variable annuity products.  Direct expenses rose with associated revenues.  Indirect expenses were largely unchanged.

 

Wholesale channel

 

Compared to the previous quarter, revenues rose with higher Rule 12b-1 fees, partly offset by lower sales commissions.  Direct expenses rose with associated revenues and higher third party payouts.  Indirect expenses remained unchanged.

 

Compared to the same period last year, revenues declined on a combination of lower asset-based fees and sales commissions.  Direct expenses rose on higher third party payouts.  Business travel and related expenses were the main contributors to the increase in indirect costs.

 

Compensation and Related Expense Analysis

 

Last year’s third quarter included an adjustment of $3.2 million to lower estimates for annual incentive bonuses.  The remainder of the increase compared to the same period last year is attributable to higher base salary, equity compensation and pension costs.

 

Sequentially, compensation and related costs remained unchanged as higher earnings on deferred compensation was offset by lower payroll taxes.

 

General and Administrative Expense Analysis

 

The current quarter included an adjustment to reflect a revision in the estimated costs of distributing the 2006 SEC market timing settlement and a reduction in the estimated legal costs related to an ongoing class action suit, partly offset by higher consultant fees.   In sum, these items totaled a $2.5 million benefit.

 

The second quarter of 2012 included a $5 million charge to write off software capitalization costs.  It, along with adjustments to estimates described above, were responsible for the sequential decline in costs.

 

Subadvisory Fees

 

The decline in subadvisory fees is attributable to lower levels of subadvised assets under management compared to the previous quarter, as well as the same quarter last year.  During the current quarter, subadvised average assets under management were $4.7 billion.

 

3



 

Investment and Other Income/Loss

 

Compared with the second quarter, investment and other income include higher gains recognized on the sale of available-for-sale securities and gains in our investment trading portfolio.  These gains were partly offset by the write-down of a partnership interest.

 

Compared with the same period last year, gains recognized on the sale of available-for-sale securities were much more sizable while losses in our mutual fund trading portfolios were lower.

 

Tax Rate

 

Our effective tax for continuing operations during the current quarter was 34.5%.  The lower tax rate resulted from statute limitations running out on previously open tax years, which resulted in the release of tax reserves for those years; investment gains that reduced the valuation allowance against capital loss carryforwards; and adjustment to prior year tax estimates based upon actual filing positions.

 

We estimate our annual effective tax rate to range between 37% and 39%, excluding any changes related to the valuation allowance.

 

Balance Sheet Information

 

As of September 30, 2012, cash and cash equivalents and investment securities were $545 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.  During the quarter, we repurchased 213 thousand shares on the open market or privately, bringing our annual total to 1.2 million shares at an aggregate cost of $36 million.

 

4



 

Unaudited Consolidated Statement of Income

 

 

 

2011

 

2012

 

(Amounts in thousands, except for per share data)

 

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

 

$

133,495

 

$

126,476

 

$

134,900

 

$

134,213

 

$

138,364

 

 

 

Underwriting and distribution fees

 

117,041

 

121,101

 

115,786

 

115,556

 

121,153

 

123,687

 

122,819

 

 

 

Shareholder service fees

 

29,750

 

31,109

 

31,060

 

30,530

 

31,818

 

31,786

 

32,182

 

 

 

Total operating revenues

 

278,435

 

291,195

 

280,341

 

272,562

 

287,871

 

289,686

 

293,365

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting and distribution

 

138,607

 

142,910

 

138,111

 

140,590

 

144,486

 

148,067

 

147,408

 

 

 

Compensation and related costs

 

39,542

 

40,971

 

36,105

 

40,714

 

44,158

 

41,931

 

42,343

 

 

 

General and administrative

 

16,087

 

17,854

 

20,979

 

19,190

 

17,764

 

23,634

 

15,774

 

 

 

Subadvisory fees

 

8,080

 

8,313

 

7,291

 

6,201

 

6,271

 

5,208

 

4,921

 

 

 

Depreciation

 

3,483

 

3,725

 

3,866

 

3,690

 

3,359

 

3,329

 

3,188

 

 

 

Total operating expenses

 

205,799

 

213,773

 

206,352

 

210,385

 

216,038

 

222,169

 

213,634

 

 

 

Operating Income

 

72,636

 

77,422

 

73,989

 

62,177

 

71,833

 

67,517

 

79,731

 

 

 

Investment and other income/(loss)

 

948

 

2,459

 

(4,178

)

2,876

 

3,949

 

1,325

 

2,632

 

 

 

Interest expense

 

(2,900

)

(2,832

)

(2,837

)

(2,839

)

(2,826

)

(2,825

)

(2,826

)

 

 

Income from continuing operations before taxes

 

70,684

 

77,049

 

66,974

 

62,214

 

72,956

 

66,017

 

79,537

 

 

 

Provision for taxes

 

26,314

 

27,954

 

27,603

 

22,843

 

26,119

 

24,792

 

27,421

 

 

 

Income from continuing operations

 

44,370

 

49,095

 

39,371

 

39,371

 

46,837

 

41,225

 

52,116

 

 

 

Income/(loss) from discontinued operations, net of income taxes

 

1,263

 

875

 

463

 

651

 

550

 

493

 

(43,590

)

 

 

Net Income

 

$

45,633

 

$

49,970

 

$

39,834

 

$

40,022

 

$

47,387

 

$

41,718

 

$

8,526

 

 

 

Net Income per share from continuing operations

 

0.52

 

0.57

 

0.46

 

0.46

 

0.55

 

0.48

 

0.61

 

 

 

Income/(loss) per share from discontinued operations

 

0.01

 

0.01

 

0.00

 

0.01

 

0.00

 

0.00

 

(0.51

)

 

 

Net income per share

 

0.53

 

0.58

 

0.46

 

0.47

 

0.55

 

0.48

 

0.10

 

 

 

Weighted average shares outstanding - diluted

 

85,836

 

86,275

 

85,782

 

85,286

 

85,606

 

86,095

 

85,755

 

 

 

Operating margin

 

26.1

%

26.6

%

26.4

%

22.8

%

25.0

%

23.3

%

27.2

%

 

 

 

Underwriting and Distribution

 

 

 

2011

 

2012

 

(Amounts in thousands)

 

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

 

$

79,779

 

$

78,160

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

50,872

 

52,422

 

49,748

 

51,316

 

53,676

 

55,813

 

54,246

 

 

 

Indirect

 

22,791

 

23,724

 

24,761

 

26,138

 

26,367

 

26,755

 

25,727

 

 

 

Total expenses

 

$

73,663

 

$

76,146

 

$

74,509

 

$

77,454

 

$

80,043

 

$

82,568

 

$

79,973

 

 

 

Wholesale Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

44,486

 

$

47,083

 

$

45,698

 

$

42,140

 

$

44,473

 

$

43,908

 

$

44,659

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

56,498

 

58,425

 

55,502

 

53,664

 

55,104

 

55,287

 

57,390

 

 

 

Indirect

 

8,446

 

8,339

 

8,100

 

9,472

 

9,339

 

10,212

 

10,045

 

 

 

Total expenses

 

$

64,944

 

$

66,764

 

$

63,602

 

$

63,136

 

$

64,443

 

$

65,499

 

$

67,435

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

117,041

 

$

121,101

 

$

115,786

 

$

115,556

 

$

121,153

 

$

123,687

 

$

122,819

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

107,370

 

110,847

 

105,250

 

104,980

 

108,780

 

111,100

 

111,636

 

 

 

Indirect

 

31,237

 

32,063

 

32,861

 

35,610

 

35,706

 

36,967

 

35,772

 

 

 

Total expenses

 

$

138,607

 

$

142,910

 

$

138,111

 

$

140,590

 

$

144,486

 

$

148,067

 

$

147,408

 

 

 

Margin

 

-18.4

%

-18.0

%

-19.3

%

-21.7

%

-19.3

%

-19.7

%

-20.0

%

 

 

 

5



 

Changes in Assets Under Management

 

 

 

2011

 

2012

 

(Amounts in millions)

 

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

 

$

35,073

 

$

33,846

 

 

 

Sales (net of commissions)

 

1,064

 

1,011

 

867

 

858

 

1,030

 

1,046

 

906

 

 

 

Redemptions

 

(990

)

(1,059

)

(1,004

)

(994

)

(1,042

)

(961

)

(1,019

)

 

 

Net sales

 

74

 

(48

)

(137

)

(136

)

(12

)

85

 

(113

)

 

 

Net exchanges

 

(62

)

(55

)

(79

)

(66

)

103

 

(49

)

(60

)

 

 

Reinvested dividends & capital gains

 

54

 

128

 

83

 

88

 

67

 

147

 

98

 

 

 

Net flows

 

66

 

25

 

(133

)

(114

)

158

 

183

 

(75

)

 

 

Market action

 

1,675

 

(104

)

(4,950

)

2,063

 

3,206

 

(1,410

)

1,603

 

 

 

Ending assets

 

$

34,922

 

$

34,843

 

$

29,760

 

$

31,709

 

$

35,073

 

$

33,846

 

$

35,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

40,883

 

$

44,742

 

$

46,558

 

$

38,138

 

$

40,954

 

$

46,738

 

$

44,379

 

 

 

Sales (net of commissions)

 

4,719

 

4,211

 

3,957

 

3,707

 

4,433

 

3,864

 

3,563

 

 

 

Redemptions

 

(3,162

)

(2,566

)

(3,515

)

(3,752

)

(3,446

)

(3,535

)

(3,088

)

 

 

Net sales

 

1,557

 

1,645

 

442

 

(45

)

987

 

329

 

475

 

 

 

Net exchanges

 

62

 

55

 

79

 

65

 

(104

)

48

 

59

 

 

 

Reinvested dividends & capital gains

 

0

 

117

 

29

 

133

 

87

 

249

 

136

 

 

 

Net flows

 

1,619

 

1,817

 

550

 

153

 

970

 

626

 

670

 

 

 

Market action

 

2,240

 

(1

)

(8,970

)

2,663

 

4,814

 

(2,985

)

2,601

 

 

 

Ending assets

 

$

44,742

 

$

46,558

 

$

38,138

 

$

40,954

 

$

46,738

 

$

44,379

 

$

47,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Institutional Channel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

9,609

 

$

10,407

 

$

10,346

 

$

9,558

 

$

10,494

 

$

11,981

 

$

10,894

 

 

 

Sales (net of commissions)

 

776

 

556

 

1,625

 

456

 

652

 

567

 

721

 

 

 

Redemptions

 

(530

)

(709

)

(737

)

(503

)

(507

)

(1,058

)

(532

)

 

 

Net sales

 

246

 

(153

)

888

 

(47

)

145

 

(491

)

189

 

 

 

Net exchanges

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

 

 

Reinvested dividends & capital gains

 

16

 

28

 

18

 

50

 

30

 

58

 

42

 

 

 

Net flows

 

262

 

(125

)

906

 

3

 

175

 

(433

)

231

 

 

 

Market action

 

536

 

64

 

(1,694

)

933

 

1,312

 

(654

)

660

 

 

 

Ending assets

 

$

10,407

 

$

10,346

 

$

9,558

 

$

10,494

 

$

11,981

 

$

10,894

 

$

11,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning assets

 

$

83,673

 

$

90,071

 

$

91,747

 

$

77,456

 

$

83,157

 

$

93,792

 

$

89,119

 

 

 

Sales (net of commissions)

 

6,559

 

5,778

 

6,449

 

5,021

 

6,115

 

5,477

 

5,190

 

 

 

Redemptions

 

(4,682

)

(4,334

)

(5,256

)

(5,249

)

(4,995

)

(5,554

)

(4,639

)

 

 

Net sales

 

1,877

 

1,444

 

1,193

 

(228

)

1,120

 

(77

)

551

 

 

 

Net exchanges

 

0

 

0

 

0

 

(1

)

(1

)

(1

)

(1

)

 

 

Reinvested dividends & capital gains

 

70

 

273

 

130

 

271

 

184

 

454

 

276

 

 

 

Net flows

 

1,947

 

1,717

 

1,323

 

42

 

1,303

 

376

 

826

 

 

 

Market action

 

4,451

 

(41

)

(15,614

)

5,659

 

9,332

 

(5,049

)

4,864

 

 

 

Ending assets

 

$

90,071

 

$

91,747

 

$

77,456

 

$

83,157

 

$

93,792

 

$

89,119

 

$

94,809

 

 

 

 

6



 

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

%

9.1

%

9.7

%

 

 

Wholesale

 

29.7

%

22.3

%

31.0

%

35.7

%

30.7

%

31.5

%

26.6

%

 

 

Institutional

 

21.3

%

27.1

%

27.8

%

19.0

%

18.2

%

37.3

%

18.4

%

 

 

Total

 

21.0

%

18.2

%

22.9

%

24.1

%

21.5

%

23.9

%

19.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Revenue per advisor (000s)

 

39.2

 

40.2

 

37.6

 

38.7

 

40.3

 

42.2

 

41.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of advisors

 

1,732

 

1,751

 

1,758

 

1,816

 

1,778

 

1,764

 

1,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of shareholder accounts (000s)

 

3,988

 

4,087

 

4,118

 

4,155

 

4,082

 

4,139

 

4,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of shareholders (000s)

 

803

 

819

 

827

 

825

 

832

 

824

 

793

 

 

 

 

Fund Rankings

 

 

 

1 Year

 

3 Years

 

5 Years

 

Lipper

 

 

 

 

 

 

 

Equity funds

 

 

 

 

 

 

 

Top quartile

 

35

%

20

%

46

%

Top half

 

51

%

44

%

65

%

 

 

 

 

 

 

 

 

Equity assets

 

 

 

 

 

 

 

Top quartile

 

66

%

11

%

77

%

Top half

 

75

%

32

%

81

%

 

 

 

 

 

 

 

 

Fixed income funds

 

 

 

 

 

 

 

Top quartile

 

32

%

41

%

60

%

Top half

 

53

%

65

%

60

%

 

 

 

 

 

 

 

 

Fixed income assets

 

 

 

 

 

 

 

Top quartile

 

52

%

60

%

68

%

Top half

 

61

%

72

%

68

%

 

 

 

 

 

 

 

 

All funds

 

 

 

 

 

 

 

Top quartile

 

34

%

25

%

49

%

Top half

 

51

%

49

%

63

%

 

 

 

 

 

 

 

 

All assets

 

 

 

 

 

 

 

Top quartile

 

62

%

22

%

75

%

Top half

 

71

%

41

%

78

%

 

 

 

 

 

 

 

 

MorningStar

 

 

 

 

 

 

 

% of funds with 4 or 5 stars

 

 

 

 

 

 

 

Equity funds

 

36

%

16

%

43

%

All funds

 

33

%

13

%

44

%

 

 

 

 

 

 

 

 

% of assets with 4 or 5 stars

 

 

 

 

 

 

 

Equity assets

 

29

%

6

%

32

%

All assets

 

32

%

4

%

40

%

 

7



 

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 31st at 9:00 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.

 

8



 

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.

 

9