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| JNS > SEC Filings for JNS > Form 10-Q on 22-Jul-2009 | All Recent SEC Filings |
22-Jul-2009
Quarterly Report
FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate", "forecast" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. These statements are based on the beliefs and assumptions of Company management based on information currently available to management.
Various risks, uncertainties, assumptions and factors that could cause future results to differ materially from those expressed by the forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, risks associated with the appointment of a CEO and our ability to identify a permanent CEO and resulting potential disruptions to the Company and our business, risks associated with our capital raising transaction and related debt tender offer, including whether such tender offer will be successful and on what terms it may be completed, and other risks, uncertainties, assumptions and factors specified in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 included under headings such as "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations", and in the Prospectus Supplements, dated July 14, 2009, to the Registration Statement of Form S-3 (Registration No. 333-145310) and in other filings and furnishings made by the Company with the SEC from time to time. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. Many of these factors are beyond the control of the Company and its management. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this Quarterly Report on Form 10-Q. Except for the Company's ongoing obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.
AVAILABLE INFORMATION
Copies of Janus Capital Group Inc.'s (collectively, "JCG" or the "Company") filings with the Securities and Exchange Commission ("SEC") can be obtained from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information can be obtained about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
JCG makes available free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments thereto as soon as reasonably practical after such filing has been made with the SEC. Reports may be obtained through the Investor Relations section of JCG's website (http://ir.janus.com) or by contacting JCG at (888) 834-2536. The contents of JCG's website are not incorporated herein for any purpose.
JCG's Officer Code of Ethics for Principal Executive Officer and Senior Financial Officers (including its chief executive officer, chief financial officer and controller) (the "Officer Code"); Corporate Code of Business Conduct and Ethics for all employees; corporate governance guidelines; and the charters of key committees of the Board of Directors (including the Audit, Compensation, Nominating and Corporate Governance, and Planning and Strategy committees) are available on its website (http://ir.janus.com/governance.cfm), and printed copies are available to any shareholder upon request by calling JCG at (888) 834-2536. Any future amendments to or waivers of the Officer Code will be posted to the Investor Relations section of JCG's website.
RESULTS OF OPERATIONS
Overview
JCG provides investment management and administrative services to mutual funds, separate accounts and institutional clients in both domestic and international markets through its primary subsidiaries, Janus Capital Management LLC ("Janus"), INTECH Investment Management LLC ("INTECH") and Perkins Investment Management LLC ("Perkins").
Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements with the Company's mutual funds, separate accounts and subadvised relationships (collectively referred to herein as "investment products"). Certain investment products are also subject to performance fees which vary based on their relative performance as compared to a benchmark index and the level of assets subject to such fees. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in domestic and international financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that have a direct effect on JCG's operating results.
INVESTMENT MANAGEMENT OPERATIONS (CONTINUING OPERATIONS)
Second Quarter 2009 Summary
Market conditions improved during the second quarter 2009, leading to an increase in ending assets under management of $21.7 billion, or 19.6% from March 31, 2009, and higher revenues and operating margin. Year-over-year, assets under management, revenues and operating margin declined primarily as a result of the significant deterioration in global markets in the second half of 2008 and first quarter 2009. Second quarter 2009 long-term net inflows totaled $2.3 billion compared with $5.0 billion of long-term net inflows for the second quarter 2008.
Significant Events Subsequent to the Second Quarter 2009
On July 14, 2009, JCG announced the departure of Gary D. Black and the appointment of Chief Executive Officer, Timothy K. Armour effective July 13, 2009. In connection with Mr. Black's departure, JCG will incur a $12.1 million charge, including approximately $6.8 million of cash and $5.3 million for the acceleration of unvested stock, options and mutual fund share awards. The charge will be reflected in JCG's third quarter results.
On July 14, 2009, JCG undertook a capital raise and launched a tender offer for certain outstanding senior notes. The capital raise was completed on July 15 and included common stock and convertible senior notes offerings, resulting in net proceeds of approximately $218.5 million and $164.9 million, respectively. The proceeds, along with available cash, will be used to repurchase up to $400 million aggregate principal amount of JCG's outstanding senior notes due 2011, 2012 and 2017 through a tender offer and for general corporate purposes, including the repayment or repurchase of any of the foregoing series of notes that remain outstanding. The tender offer expires August 11, 2009.
Effective July 6, 2009, JCG merged two of its domestic mutual fund trusts, Janus Investment Fund ("JIF") and Janus Advisor Series ("JAD") into a single trust. The merger is designed to simplify JCG's product offerings and provide mutual fund investors with a broader range of investment strategies. Merger related costs totaled $3.2 million in the second quarter 2009. An additional $5.0 million to $6.0 million is expected to be incurred in the second half of 2009 to finalize the merger.
Investment Performance
Investment products are generally evaluated based on their investment performance relative to other investment products with similar disciplines and strategies. Despite challenging market conditions, JCG's relative investment performance continues to outperform the majority of peers over multiple time periods.
† Relative long-term investment performance remained strong with approximately 65%, 84% and 85% of JCG's mutual funds in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively, as of June 30, 2009. (See Exhibit 99.1 for complete Lipper rankings.)
† INTECH's near-term relative investment performance was weak, while longer-term performance remained strong, with 33%, 56% and 86% of product strategies outperforming their respective benchmarks over the one-, three- and five-year periods ended June 30, 2009.
† The Perkins Mid Cap Value and Small Cap Value mutual funds ranked in the top 16% and 10%, respectively, of their Lipper categories across the one-, three- and five-year total-return basis, as of June 30, 2009.
Assets Under Management and Flows
Valuation
The value of assets under management is derived from the cash and investment securities underlying JCG's investment products. Investment security values are determined using unadjusted or adjusted quoted market prices and independent third-party price quotes in active markets. For debt securities with maturities of 60 days or less, the amortized cost method is used to determine the value. Securities for which market prices are not readily available or are considered unreliable are internally valued using appropriate methodologies for each security type or by engaging third-party specialists. Despite recent economic events and increased market volatility, the value of the majority of the securities underlying JCG's investment products continue to be derived from readily available and reliable market price quotations.
The pricing policies for mutual funds advised by JCG's subsidiaries (the "Funds") are established by the Funds' Independent Board of Trustees and are designed to test and validate fair value measurements. Responsibility for pricing securities held within separate and subadvised accounts may be delegated by the separate or subadvised client to JCG or another party.
Total Company Assets and Flows
Total Company assets under management at June 30, 2009 decreased $59.2 billion, or 30.9%, from the end of the second quarter 2008. The decrease was primarily driven by adverse market conditions in the last half of 2008.
The following table presents the components of JCG's assets under management (in billions):
Three months ended June 30, Six months ended June 30,
2009 2008 2009 2008
Beginning of period assets $ 110.9 $ 187.6 $ 123.5 $ 206.7
Long-term sales
Janus 5.4 10.2 9.1 18.4
INTECH 1.6 2.5 2.5 4.3
Perkins 1.4 1.5 2.8 2.8
Long-term redemptions
Janus (3.7 ) (6.3 ) (8.1 ) (15.4 )
INTECH (1.8 ) (2.3 ) (3.2 ) (5.2 )
Perkins (0.6 ) (0.6 ) (1.7 ) (1.4 )
Long-term net flows *
Janus 1.7 3.9 1.0 3.0
INTECH (0.2 ) 0.2 (0.7 ) (0.9 )
Perkins 0.8 0.9 1.1 1.4
Total long-term net flows 2.3 5.0 1.4 3.5
Net money market flows (0.6 ) (0.4 ) (5.9 ) (1.0 )
Market / fund performance 20.0 (0.4 ) 13.6 (17.4 )
End of period assets $ 132.6 $ 191.8 $ 132.6 $ 191.8
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Three months ended June 30, Six months ended June 30,
2009 2008 2009 2008
Long-term net flows by
distribution channel
Retail intermediary $ 2.5 $ 3.5 $ 2.0 $ 4.0
Institutional 0.2 - (0.3 ) (2.3 )
International (0.4 ) 1.5 (0.3 ) 1.8
Total $ 2.3 $ 5.0 $ 1.4 $ 3.5
Average assets under management
Janus $ 71.7 $ 112.6 $ 66.4 $ 108.5
INTECH 42.6 64.8 40.8 63.9
Perkins 10.3 11.0 9.4 10.4
Money market 2.1 11.7 3.4 12.0
Total $ 126.7 $ 200.1 $ 120.0 $ 194.8
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Assets and Flows by Investment Discipline
JCG, through its primary subsidiaries, offers investment products based on a diversified set of investment disciplines. Janus offers growth/blend and global/international equity, as well as fixed income, alternative and money market investment products. INTECH offers mathematical based investment products and Perkins offers value disciplined investments. Assets and flows by investment discipline are as follows (in billions):
Three Months Ended June 30, Six Months Ended June 30,
2009 2008 2009 2008
Growth/Blend
Beginning of period assets $ 46.6 $ 76.8 $ 49.5 $ 83.5
Sales 3.3 8.9 5.7 14.8
Redemptions 2.6 4.7 6.0 10.3
Net sales (redemptions) 0.7 4.2 (0.3 ) 4.4
Market / fund performance 9.1 0.9 7.2 (6.0 )
End of period assets $ 56.4 $ 81.8 $ 56.4 $ 81.8
Global/International
Beginning of period assets $ 10.7 $ 22.1 $ 10.9 $ 24.9
Sales 1.2 1.0 1.7 2.1
Redemptions 0.5 0.9 1.1 2.7
Net sales (redemptions) 0.7 0.1 0.6 (0.6 )
Market / fund performance 3.3 (1.2 ) 3.2 (3.3 )
End of period assets $ 14.7 $ 21.0 $ 14.7 $ 21.0
Mathematical
Beginning of period assets $ 38.3 $ 61.2 $ 42.4 $ 69.7
Sales 1.6 2.5 2.5 4.3
Redemptions 1.8 2.3 3.2 5.2
Net sales (redemptions) (0.2 ) 0.2 (0.7 ) (0.9 )
Market / fund performance 5.7 - 2.2 (7.5 )
End of period assets $ 43.8 $ 61.3 43.8 $ 61.3
Fixed Income
Beginning of period assets $ 3.7 $ 3.8 $ 3.2 $ 4.9
Sales 0.9 0.2 1.7 0.7
Redemptions 0.5 0.5 0.8 2.1
Net sales (redemptions) 0.4 (0.2 ) 0.9 (1.3 )
Market / fund performance 0.3 - 0.3 -
End of period assets $ 4.4 $ 3.7 4.4 $ 3.7
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Three Months Ended March 31, Six Months Ended June 30,
2009 2008 2009 2008
Alternatives
Beginning of period assets $ 0.4 $ 1.4 $ 0.5 $ 0.8
Sales - 0.1 - 0.8
Redemptions 0.1 0.2 0.2 0.3
Net sales (redemptions) (0.1 ) - (0.2 ) 0.6
Market / fund performance - (0.1 ) (0.1 ) (0.1 )
End of period assets $ 0.3 $ 1.2 0.3 $ 1.2
Value
Beginning of period assets $ 8.6 $ 10.1 $ 9.1 $ 10.1
Sales 1.4 1.5 2.8 2.8
Redemptions 0.6 0.6 1.7 1.4
Net sales (redemptions) 0.8 0.9 1.1 1.4
Market / fund performance 1.6 - 0.8 (0.5 )
End of period assets $ 11.0 $ 10.9 11.0 $ 10.9
Money Market
Beginning of period assets $ 2.6 $ 12.2 $ 7.9 $ 12.8
Sales 0.2 23.0 3.2 47.9
Redemptions 0.8 23.4 9.1 48.9
Net sales (redemptions) (0.6 ) (0.4 ) (5.9 ) (1.0 )
Market / fund performance - - - -
End of period assets $ 2.0 $ 11.8 2.0 $ 11.8
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Results of Investment Management Operations
Three Months Ended June 30, 2009, Compared with Three Months Ended June 30, 2008
Revenues
Investment management fees decreased $80.0 million, or 33.4%, primarily as a result of the decrease in average assets under management.
Performance fee revenue is derived from certain mutual funds and separate accounts. The $5.1 million decrease in revenue was primarily due to one separate account reaching its one-year anniversary in the prior year period, on which the first contractual performance fee was recognized for the prior 12 months. Subsequent performance fees on this account have been recognized quarterly, consistent with a majority of separate account performance fees.
Shareowner servicing fees and other revenue declined $18.9 million, or 35.8%, over the comparable prior year period primarily as a result of a decrease in transfer agent fees. Transfer agent fees are based on average assets under management in Janus' retail fund series (JIF), excluding money market assets, which decreased 37.8% over the comparable prior year period.
Expenses
Employee compensation and benefits decreased $25.4 million, or 27.7%, principally due to lower incentive compensation. Investment team compensation decreased $9.2 million as a result of lower revenue. The investment team compensation plan is linked to individual investment performance, but also ties the aggregate level of compensation to revenue. Sales commissions decreased $3.5 million due to lower sales while the annual company-wide bonus accrual decreased $5.5 million as a result of anticipated lower 2009 operating results.
Distribution expense decreased $12.8 million, or 33.5%, as a result of a similar decline in assets under management subject to third-party concessions. Distribution fees are calculated based on a contractual percentage of the market value of assets under management distributed through third-party intermediaries.
Depreciation and amortization expenses decreased $2.7 million, or 25.2%, primarily as a result of the amortization of deferred commissions from lower sales of JAD C shares.
General, administrative and occupancy expense decreased $6.0 million, or 16.0%, primarily from cost reduction measures implemented in the fourth quarter 2008.
The income tax provision for the second quarter 2008 includes a $10.8 million tax benefit as a result of applying a lower tax rate to deferred tax assets and liabilities expected to be realized or settled on or after January 1, 2009.
Six Months Ended June 30, 2009, Compared with Six Months Ended June 30, 2008
Revenues
Investment management fees decreased $168.7 million, or 36.3%, primarily as a result of the decrease in average assets under management.
Performance fee revenue decreased primarily as a result of lower performance fees on separate accounts as a result of a decline in short-term relative investment performance and one separate account reaching its one-year anniversary in the prior year.
Shareowner servicing fees and other revenue decreased $38.9 million, or 37.8%, primarily as a result of a decrease in transfer agent fees. Transfer agent fees are based on average assets under management in Janus' retail fund series (JIF), excluding money market assets, which decreased 40.9% over the comparable prior period.
Expenses
Employee compensation and benefits decreased $55.0 million, or 30.0%, primarily from lower incentive compensation. Investment team compensation and sales commissions declined as result of lower revenues and sales, respectively. The annual company-wide bonus accrual decreased as a result of anticipated lower 2009 operating results.
Long-term incentive compensation increased $2.8 million, or 11.4%, as a result of new awards granted in 2009 partially offset by the vesting of previous awards. Long-term incentive awards granted in 2009 totaled $83.0 million and will be recognized ratably over four years. Awards granted in 2009 are not subject to performance-based acceleration.
Marketing and advertising expenses decreased $2.7 million, or 16.4%, primarily due to cost reduction measures implemented in the fourth quarter 2008.
Distribution expense decreased $29.0 million, or 38.9%, from a similar decline in assets under management subject to third-party concessions.
Depreciation and amortization expenses decreased $3.7 million, or 18.0%, primarily as a result of the amortization of deferred commissions from lower sales of JAD C shares.
General and administrative expenses decreased $6.6 million, or 9.3%, as a result of cost reduction initiatives implemented in the fourth quarter 2008 partially offset by the establishment of litigation reserves totaling $8.9 million during the current year.
Goodwill and intangible asset impairment charges of $747.0 million and $109.7 million, respectively, were recognized as of March 31, 2009. JCG revised its operating forecast downward as a result of continued deterioration in global market conditions, assets under management and revenues during the first quarter 2009. These conditions combined with JCG's market capitalization remaining below net book value caused management to reassess goodwill and all intangible assets for impairment as of March 31, 2009. Based on these assessments, JCG partially impaired goodwill and mutual fund advisory contracts associated with the 2001 contractual obligation to buy out Janus' founder. The goodwill impairment charge is not deductible for income tax purposes. A tax benefit of $40.6 million was recognized as a result of the impairment of mutual fund advisory contracts.
Net investment losses of $6.9 million for the six months ended June 30, 2008, include a $6.6 million impairment charge primarily on securities classified as available for sale.
Mark-to-market gains on trading securities were largely offset by losses generated by a hedging strategy implemented in late 2008.
The overall decrease in noncontrolling interest is largely the result of a decline in INTECH earnings associated with lower performance fees earned on separate accounts and lower average assets under management in the relevant investment products. This was offset by an increase in noncontrolling interest in Perkins earnings which became a consolidated subsidiary of JCG as of December 31, 2008.
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