UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
for the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
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(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 24, 2022, there were
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
JANUS HENDERSON GROUP PLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(U.S. Dollars in Millions, Except Share Data)
September 30, | December 31, | |||||
| 2022 |
| 2021 | |||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Investment securities |
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Fees and other receivables |
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OEIC and unit trust receivables |
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Assets of consolidated VIEs: | ||||||
Cash and cash equivalents | | | ||||
Investment securities | | | ||||
Other current assets | | | ||||
Other current assets | | | ||||
Total current assets |
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Non-current assets: | ||||||
Property, equipment and software, net |
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Intangible assets, net |
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Goodwill |
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Retirement benefit asset, net | | | ||||
Other non-current assets |
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Total assets | $ | | $ | | ||
LIABILITIES | ||||||
Current liabilities: | ||||||
Accounts payable and accrued liabilities | $ | | $ | | ||
Current portion of accrued compensation, benefits and staff costs |
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OEIC and unit trust payables | | | ||||
Liabilities of consolidated VIEs: | ||||||
Accounts payable and accrued liabilities |
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Total current liabilities |
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Non-current liabilities: | ||||||
Accrued compensation, benefits and staff costs | | | ||||
Long-term debt |
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Deferred tax liabilities, net |
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Retirement benefit obligations, net | | | ||||
Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies (See Note 15) | ||||||
REDEEMABLE NONCONTROLLING INTERESTS |
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EQUITY | ||||||
Common stock, $ |
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Additional paid-in-capital | | | ||||
Treasury shares, |
| ( |
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Accumulated other comprehensive loss, net of tax |
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Retained earnings | | | ||||
Total shareholders’ equity |
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Nonredeemable noncontrolling interests |
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Total equity |
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Total liabilities, redeemable noncontrolling interests and equity | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
JANUS HENDERSON GROUP PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(U.S. Dollars in Millions, Except per Share Data)
Three months ended | Nine months ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Revenue: | ||||||||||||
Management fees | $ | | $ | | $ | | $ | | ||||
Performance fees |
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Shareowner servicing fees |
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Other revenue | | | | | ||||||||
Total revenue |
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Operating expenses: | ||||||||||||
Employee compensation and benefits |
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Long-term incentive plans |
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Distribution expenses | | | | | ||||||||
Investment administration | | | | | ||||||||
Marketing |
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General, administrative and occupancy |
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Impairment of goodwill and intangible assets | - | - | - | | ||||||||
Depreciation and amortization |
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Total operating expenses |
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Operating income |
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Interest expense |
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Investment gains (losses), net |
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Other non-operating income, net | | | | | ||||||||
Income before taxes |
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Income tax provision |
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Net income |
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Net loss (income) attributable to noncontrolling interests |
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Net income attributable to JHG | $ | | $ | | $ | | $ | | ||||
Earnings per share attributable to JHG common shareholders: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss), net of tax: | ||||||||||||
Foreign currency translation losses | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Actuarial gains |
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Other comprehensive loss, net of tax |
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Other comprehensive loss (income) attributable to noncontrolling interests |
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Other comprehensive loss attributable to JHG | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Total comprehensive income (loss) | $ | ( | $ | | $ | ( | $ | | ||||
Total comprehensive loss (income) attributable to noncontrolling interests |
| ( |
| ( |
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Total comprehensive income (loss) attributable to JHG | $ | ( | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
JANUS HENDERSON GROUP PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(U.S. Dollars in Millions)
Nine months ended | ||||||
September 30, | ||||||
2022 | 2021 | |||||
CASH FLOWS PROVIDED BY (USED FOR): | ||||||
Operating activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | | | ||||
Impairment of goodwill and intangible assets | - | | ||||
Deferred income taxes | | | ||||
Stock-based compensation plan expense | | | ||||
Loss on sale of Intech | | - | ||||
Investment losses (gains), net | | ( | ||||
Contributions to pension plans in excess of costs recognized | | ( | ||||
Other, net | ( | ( | ||||
Changes in operating assets and liabilities: | ||||||
OEIC and unit trust receivables and payables | ( | | ||||
Other assets | | ( | ||||
Other accruals and liabilities | ( | | ||||
Net operating activities | | | ||||
Investing activities: | ||||||
Sales (purchases) of: | ||||||
Investment securities, net | | ( | ||||
Property, equipment and software | ( | ( | ||||
Investment securities by consolidated seeded investment products, net | | ( | ||||
Cash received (paid) on settled seed capital hedges, net | | ( | ||||
Dividends received from equity-method investments | | | ||||
JHG long-term note with Intech | ( | - | ||||
Proceeds from sale of Intech | | - | ||||
Receipt of contingent consideration payments from sale of subsidiaries | - | | ||||
Net investing activities | | ( | ||||
Financing activities: | ||||||
Proceeds from stock-based compensation plans | | | ||||
Purchase of common stock for stock-based compensation plans | ( | ( | ||||
Purchase of common stock from Dai-ichi Life and share buyback program | ( | ( | ||||
Dividends paid to shareholders | ( | ( | ||||
Distributions to noncontrolling interests | ( | ( | ||||
Third-party sales (purchases) in consolidated seeded investment products, net | ( | | ||||
Principal payments under capital lease obligations | ( | ( | ||||
Net financing activities | ( | ( | ||||
Cash and cash equivalents: | ||||||
Effect of foreign exchange rate changes | ( | ( | ||||
Net change | ( | ( | ||||
At beginning of period | | | ||||
At end of period | $ | | $ | | ||
Supplemental cash flow information: | ||||||
Cash paid for interest | $ | | $ | | ||
Cash paid for income taxes, net of refunds | $ | | $ | | ||
Reconciliation of cash and cash equivalents: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Cash and cash equivalents held in consolidated VIEs | | | ||||
Total cash and cash equivalents | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
JANUS HENDERSON GROUP PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(Amounts in Millions)
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Additional | other | Nonredeemable | |||||||||||||||||||||
Number of | Common | paid-in | Treasury | comprehensive | Retained | noncontrolling | Total | ||||||||||||||||
Three months ended September 30, 2022 | shares | stock | capital | shares | loss | earnings | interests | equity | |||||||||||||||
Balance at July 1, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Net income | — | — | — | — | — | | — |
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Other comprehensive loss | — | — | — | — | ( | — | — |
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Dividends paid to shareholders ($ | — | — | | — | — | ( | — |
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Purchase of common stock for stock-based compensation plans | — | — | ( | ( | — | — | — |
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Vesting of stock-based compensation plans | — | — | ( | | — | — | — | — | |||||||||||||||
Stock-based compensation plan expense | — | — | | — | — | — | — |
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Proceeds from stock-based compensation plans | — | — | | — | — | — | — | | |||||||||||||||
Balance at September 30, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | |
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Additional | other | Nonredeemable | |||||||||||||||||||||
Number of | Common | paid-in | Treasury | comprehensive | Retained | noncontrolling | Total | ||||||||||||||||
Three months ended September 30, 2021 | shares | stock | capital | shares | loss | earnings | interests | equity | |||||||||||||||
Balance at July 1, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Net income | — | — | — | — | — | | |
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Other comprehensive loss | — | — | — | — | ( | — | — |
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Dividends paid to shareholders ($ | — | — | — | — | — | ( | — |
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Purchase of common stock for share buyback program | ( | ( | — | — | — | ( | — | ( | |||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||
Fair value adjustments to redeemable noncontrolling interests | — | — | — | — | — | | — | | |||||||||||||||
Purchase of common stock for stock-based compensation plans | — | — | | ( | — | — | — |
| ( | ||||||||||||||
Vesting of stock-based compensation plans | — | — | ( | | — | — | — | — | |||||||||||||||
Stock-based compensation plan expense | — | — | | — | — | — | — |
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Proceeds from stock-based compensation plans | — | — | | — | — | — | — | | |||||||||||||||
Balance at September 30, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4