UNITED STATES
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFFor the quarterly period ended September 30, 2003
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFFor the transition period from ____________ to ____________
Commission File Number 1-14036
DST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
43-1581814 |
|
(State or other jurisdiction of |
(I.R.S. Employer |
|
incorporation or organization) |
Identification No.) |
|
333 West 11th Street, Kansas City, Missouri |
64105 |
|
(Address of principal executive offices) |
(Zip Code) |
(816) 435-1000
(Registrant's telephone number, including area code)
No Changes
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the Company (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 such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of shares outstanding of the Company's common stock as of October 31, 2003:
Common Stock $0.01 par value 115,736,459
1
DST Systems, Inc.
Form 10-Q
September 30, 2003
Table of Contents
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Page |
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Introductory Comments |
3 |
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Condensed Consolidated Balance Sheet |
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September 30, 2003 and December 31, 2002 |
4 |
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| Condensed Consolidated Statement of Income | |||
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Three and Nine Months Ended September 30, 2003 and 2002 |
5 |
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Condensed Consolidated Statement of Cash Flows |
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| Nine Months Ended September 30, 2003 and 2002 |
6 |
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| Notes to Condensed Consolidated Financial Statements |
7-18 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition |
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and Results of Operations |
19-32 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
32-33 |
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Item 4. |
Controls and Procedures |
33 |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
34 |
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Item 2. |
Changes in Securities and Use of Proceeds |
34 |
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Item 3. |
Defaults Upon Senior Securities |
34 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
34 |
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Item 5. |
Other Information |
35 |
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Item 6. |
Exhibits and Reports on Form 8-K |
36 |
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SIGNATURE |
36 |
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The brand, service or product names or marks referred to in this Report are trademarks or services marks, registered or otherwise, of DST Systems, Inc. or its subsidiaries and affiliates or of vendors to the Company.
2
DST Systems, Inc.
Form 10-Q
September 30, 2003
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Introductory Comments
The Condensed Consolidated Financial Statements of DST Systems, Inc. ("DST" or the "Company") included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2002.
The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year 2003.
3
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DST Systems, Inc. |
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Condensed Consolidated Balance Sheet |
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(dollars in millions, except per share amounts) |
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(unaudited) |
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September 30, |
December 31, |
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2003 |
2002 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
$ 595.7 |
$ 92.3 |
||||||
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Transfer agency investments |
47.1 |
61.6 |
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Accounts receivable |
355.4 |
394.7 |
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Other current assets |
113.7 |
116.5 |
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1,111.9 |
665.1 |
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Investments |
1,239.8 |
1,137.5 |
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Properties |
649.9 |
524.7 |
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Goodwill |
261.3 |
259.8 |
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Intangibles |
126.5 |
130.1 |
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Other assets |
55.3 |
27.0 |
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Total assets |
$ 3,444.7
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$ 2,744.2 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Debt due within one year |
$ 26.7 |
$ 59.2 |
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Transfer agency deposits |
47.1 |
61.6 |
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Accounts payable |
117.5 |
96.3 |
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Accrued compensation and benefits |
99.2 |
96.9 |
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Deferred revenues and gains |
84.9 |
79.7 |
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Other liabilities |
126.7 |
152.8 |
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502.1 |
546.5 |
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Long-term debt |
971.6 |
379.5 |
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Deferred income taxes |
361.6 |
308.7 |
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Other liabilities |
82.3 |
87.5 |
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1,917.6 |
1,322.2 |
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Commitments and contingencies (Note 9) |
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Stockholders' equity |
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Common stock, $0.01 par; 300 million shares |
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authorized, 127.6 million shares issued |
1.3 |
1.3 |
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Additional paid-in capital |
363.2 |
367.2 |
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Retained earnings |
1,326.5 |
1,169.2 |
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Treasury stock (11.9 million and 8.0 million shares, |
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respectively), at cost |
(455.5 |
) |
(326.6 |
) | ||||
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Accumulated other comprehensive income |
291.6 |
210.9 |
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Total stockholders' equity |
1,527.1 |
1,422.0 |
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Total liabilities and stockholders' equity |
$ 3,444.7 |
$ 2,744.2 |
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The accompanying notes are an integral part of these financial statements. |
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4
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DST Systems, Inc. |
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Condensed Consolidated Statement of Income |
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(in millions, except per share amounts) |
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(unaudited) |
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For the Three Months |
For the Nine Months |
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Ended September 30, |
Ended September 30, |
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2003 |
2002 |
2003 |
2002 |
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Operating revenues |
$ 413.8 |
$ 405.5 |
$ 1,276.5 |
$ 1,235.0 |
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Out-of-pocket reimbursements |
155.9 |
172.5 |
530.0 |
544.2 |
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Total revenues |
569.7 |
578.0 |
1,806.5 |
1,779.2 |
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Costs and expenses |
457.8 |
465.9 |
1,471.7 |
1,448.3 |
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Depreciation and amortization |
37.0 |
36.4 |
108.7 |
102.6 |
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Income from operations |
74.9 |
75.7 |
226.1 |
228.3 |
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Interest expense |
(7.8 |
) |
(3.7 |
) |
(14.3 |
) |
(9.4 |
) | |||||
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Other income, net |
8.5 |
3.9 |
18.6 |
22.4 |
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Equity in earnings of unconsolidated affiliates |
4.4 |
1.5 |
7.8 |
6.6 |
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Income before income taxes |
80.0 |
77.4 |
238.2 |
247.9 |
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Income taxes |
27.1 |
26.3 |
80.9 |
84.3 |
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Net income |
$ 52.9 |
$ 51.1 |
$ 157.3 |
$ 163.6 |
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Average common shares outstanding |
115.7 |
119.9 |
117.9 |
120.2 |
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Diluted shares outstanding |
117.3 |
121.8 |
119.2 |
122.2 |
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Basic earnings per share |
$ 0.46 |
$ 0.43 |
$ 1.33 |
$ 1.36 |
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Diluted earnings per share |
$ 0.45 |
$ 0.42 |
$ 1.32 |
$ 1.34 |
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The accompanying notes are an integral part of these financial statements. |
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5
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DST Systems, Inc. |
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Condensed Consolidated Statement of Cash Flows |
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(in millions) |
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(unaudited) |
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For the Nine Months |
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Ended September 30, |
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2003 |
2002 |
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Cash flows -- operating activities: |
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Net income |
$ 157.3 |
$ 163.6 |
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Depreciation and amortization |
109.1 |
102.6 |
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Equity in earnings of unconsolidated affiliates |
(7.9 |
) |
(6.6 |
) | |||
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Net realized gain on investments |
(5.5 |
) |
(7.1 |
) | |||
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Deferred taxes |
2.9 |
10.9 |
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Changes in accounts receivable |
42.2 |
(7.5 |
) | ||||
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Changes in other current assets |
(3.3 |
) |
10.3 |
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Changes in accounts payable and accrued liabilities |
(2.2 |
) |
21.9 |
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Changes in deferred revenues and gains |
5.2 |
(7.5 |
) | ||||
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Changes in accrued compensation and benefits |
4.6 |
17.6 |
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Other, net |
(7.4 |
) |
6.2 |
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Total adjustments to net income |
137.7 |
140.8 |
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Net |
295.0 |
304.4 |
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Cash flows -- investing activities: |
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Proceeds from sale of investments |
54.6 |
51.9 |
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Investments and advances to unconsolidated affiliates |
(6.4 |
) |
(41.7 |
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Investments in securities |
(14.9 |
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(50.0 |
) | |||
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Capital expenditures |
(225.4 |
) |
(173.3 |
) | |||
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Payment for purchase of subsidiaries, net of cash acquired |
(2.3 |
) |
(191.7 |
) | |||
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Other, net |
1.0 |
3.3 |
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Net |
(193.4 |
) |
(401.5 |
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Cash flows -- financing activities: |
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Proceeds from issuance of common stock |
4.4 |
21.0 |
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Principal payments on long-term debt |
(55.6 |
) |
(56.9 |
) | |||
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Net proceeds from convertible debentures |
819.0 |
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Net decrease in revolving credit facilities and notes payable |
(223.4 |
) |
213.8 |
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Common stock repurchased |
(142.6 |
) |
(94.6 |
) | |||
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Net |
401.8 |
83.3 |
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Net increase in cash and cash equivalents |
503.4 |
(13.8 |
) | ||||
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Cash and cash equivalents at beginning of period |
92.3 |
84.4 |
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Cash and cash equivalents at end of period |
$ 595.7
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$ 70.6 |
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The accompanying notes are an integral part of these financial statements. |
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6
DST Systems, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Summary of Accounting Policies
The Condensed Consolidated Financial Statements of DST Systems, Inc. ("DST" or the "Company") included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2002.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal interim closing procedures) necessary to present fairly the financial position of the Company and its subsidiaries at September 30, 2003 and December 31, 2002, and the results of operations for the three and nine months ended September 30, 2003 and 2002 and cash flows for the nine months ended September 30, 2003 and 2002.
Certain amounts in the prior year's consolidated financial statements have been reclassified to conform to the current year presentation.
The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year 2003.
2. Janus Capital Group Inc. ("Janus") Share Exchange Agreement
On August 25, 2003, the Company announced it had entered into a definitive agreement with Janus under which DST will acquire from Janus 32.3 million shares of DST common stock (27.9% of the outstanding shares) in exchange for all of the stock of a DST subsidiary, DST Output Marketing Services, Inc. ("OMS"), which is part of DST's Output Solutions segment. At the time of the exchange, OMS will hold an operating commercial printing and graphics design business and additional cash to equalize the value of the operating business and shares being exchanged. Janus and DST have agreed that the exchange value of the DST shares at closing will be determined based on the average price of DST common stock during the twenty trading day period prior to the close of the transaction, but at not less than $30.00 per share nor more than $34.50 per share. On this basis, and including the value of its other assets, OMS would have an approximate aggregate value of between $969 million to $1.114 billion, and its assets at closing would include cash of approximately $854 million to approximately $999 million. OMS's revenues for the year ended December 31, 2002 and the nine months ended September 30, 2003 were $105.7 million and $65.7 million, respectively. OMS has approximately 420 employees.
If any condition to closing is not satisfied or waived by the parties, DST will not be able to complete the exchange. The Company is unable to predict the ultimate effect of the inability to complete the exchange on the Company. The Company has issued convertible debentures in order to partially finance the exchange and will incur continuing significant costs from such issuance until the retirement of the debentures. In addition, the Company would not be able to achieve the business objectives of the exchange which could have a harmful effect on DST's business. It is possible that there may be a decline in the market price of the Company's common stock if the exchange is not completed.
7
3. EquiServe, Inc. ("EquiServe")
On March 30, 2001, DST completed the acquisition of a 75% interest in EquiServe by purchasing interests held by FleetBoston Financial ("FleetBoston") and Bank One Corporation ("Bank One"). On July 31, 2001, DST completed the acquisition of the remaining 25%, which was owned by Boston Financial Data Services, on essentially the same terms provided to FleetBoston and Bank One.
A restructuring provision of $15.9 million was recorded for employee severances and supplier contract termination costs related to the acquisition. The Company utilized $0.2 million and $2.3 million for the three and nine months ended September 30, 2003, respectively, related to the restructuring provision for employee severances. The restructuring provision for employee severance costs, which affected employees across nearly all classifications and locations, was $12.5 million relating to approximately 610 employees, of which 638 employees have been separated from the Company as of September 30, 2003. The remaining employee severances of approximately $0.9 million are expected to be paid in 2003. The restructuring provision will be utilized as such severance payments are made. Contract termination costs of approximately $3.4 million were paid in 2001 that related to facilities that were closed.
4. DST Output Restructuring
The Output Solutions segment is consolidating its operations into three primary facilities and is closing certain other smaller facilities, which the Company believes will result in operational efficiencies. Lease termination costs of $1.0 million, which were accrued during 2002, are to be paid out over the remaining lease terms from 2003 to 2004. Approximately 393 employees have been separated from the Company as of September 30, 2003 and approximately a remaining 64 employees are expected to be separated in 2003. The remaining employee severances to be paid out, which were accrued during 2002, total approximately $1.7 million. The restructuring provision will be utilized as such severance payments are made. The segment recorded costs associated with facility and other consolidations of $0.9 million and $2.4 million, respectively, for the three and nine months ended September 30, 2003, consisting of facility closure and relocation costs of $1.5 million, asset impairments of $0.5 million and othe r costs of $0.4 million for the nine months ended September 30, 2003. Estimated additional charges of $1 million related to facility consolidations in 2003 will be expensed when incurred.
5. Investments
Investments are as follows (in millions):
8
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2003 |
Carrying Value |
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Ownership |
September 30, |
December 31, |
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Percentage |
2003 |
2002 |
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Available-for-sale securities: |
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State Street Corporation |
4% |
$ 575.6 |
$ 498.9 |
||||
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Computer Sciences Corporation |
5% |
324.3 |
297.4 |
||||
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Euronet Worldwide, Inc. |
7% |
22.9 |
14.2 |
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Other available-for-sale securities |
102.1 |
126.1 |
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1,024.9 |
936.6 |
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Unconsolidated affiliates: |
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Boston Financial Data Services, Inc. |
50% |
76.4 |
69.3 |
||||
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International Financial Data Services, U.K. |
50% |
8.6 |
9.2 |
||||
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International Financial Data Services, Canada |
50% |
15.7 |
14.5 |
||||
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Other unconsolidated affiliates |
83.0 |
77.4 |
|||||
|
183.7 |
170.4 |
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Other: |
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Net investment in leases |
1.1 |
||||||
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Other |
31.2 |
29.4 |
|||||
|
31.2 |
30.5 |
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Total investments |
$ 1,239.8
|
$ 1,137.5 |
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Certain information related to the Company's available-for-sale securities is as follows (in millions):
|
September 30, |
December 31, |
||||
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2003 |
2002 |
||||
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Cost |
$ 560.7 |
$ 592.8 |
|||
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Gross unrealized gains |
465.1 |
347.5 |
|||
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Gross unrealized losses |
(0.9 |
) |
(3.7 |
) | |
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Market value |
$ 1,024.9
|
$ 936.6 |
The Company recognized investment impairments of $0.3 million and $6.1 million for the three and nine months ended September 30, 2003, respectively, and $3.3 million and $3.5 million for the three and nine months ended September 30, 2002, respectively. A decline in a security's net realizable value that is other than temporary is treated as a realized loss in the statement of income and the cost basis of the security is reduced to its estimated fair value.
9
The following table summarizes equity in earnings (losses) of unconsolidated affiliates (in millions):
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For the Three Months |
For the Nine Months |
||||||||
|
Ended September 30, |
Ended September 30, |
||||||||
|
2003 |
2002 |
2003 |
2002 |
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Boston Financial Data Services, Inc. |
$ 2.9 |
$ 0.8 |
$ 7.1 |
$ 4.5 |
|||||
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International Financial Data Services, U.K. |
0.3 |
(0.2 |
) |
(1.9 |
) |
(0.5 |
) | ||
|
International Financial Data Services, Canada |
0.9 |
0.5 |
1.2 |
1.2 |
|||||
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Other |
0.3 |
0.4 |
1.4 |
1.4 |
|||||
|
$ 4.4 |
$ 1.5 |
$ 7.8 |
$ 6.6 |
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6. Goodwill, Intangibles and Other Assets
The following table summarizes intangible assets (in millions):
|
September 30, 2003 |
December 31, 2002 |
|||||||
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Gross Carrying |
Accumulated |
Gross Carrying |
Accumulated |
|||||
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Amount |
Amortization |
Amount |
Amortization |
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Amortized intangible assets: |
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