Exhibit 99.1
JANUS CAPITAL GROUP INC.
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
AT SEPTEMBER 30, 2003
(Dollars in Millions)
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| | | | | | | | DST | | Pro Forma | | |
| | | | Janus Capital | | (Equity Method | | Adjustments | | Pro Forma |
| | | | Group Inc. * | | Investment) | | (Note 3) | | Combined |
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ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 123.1 | | | $ | — | | | $ | 999.0 | | | $ | 1,122.1 | |
| Accounts receivable | | | 112.8 | | | | — | | | | — | | | | 112.8 | |
| Investments in advised funds | | | 84.2 | | | | — | | | | — | | | | 84.2 | |
| Other current assets | | | 39.8 | | | | — | | | | — | | | | 39.8 | |
| Assets of Nelson (discontinued operation) | | | 41.9 | | | | — | | | | — | | | | 41.9 | |
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| | Total current assets | | | 401.8 | | | | — | | | | 999.0 | | | | 1,400.8 | |
Investments and other assets | | | 602.1 | | | | (524.1 | ) | | | 279.1 | | | | 357.1 | |
Property and equipment | | | 51.3 | | | | — | | | | — | | | | 51.3 | |
Intangibles, net | | | 1,324.3 | | | | — | | | | — | | | | 1,324.3 | |
Goodwill | | | 1,150.5 | | | | (143.2 | ) | | | 115.0 | | | | 1,122.3 | |
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Total assets | | $ | 3,530.0 | | | $ | (667.3 | ) | | $ | 1,393.1 | | | $ | 4,255.8 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | 6.9 | | | $ | — | | | $ | — | | | $ | 6.9 | |
| Accrued compensation and benefits | | | 41.1 | | | | — | | | | — | | | | 41.1 | |
| Current portion of long-term debt | | | 83.5 | | | | — | | | | — | | | | 83.5 | |
| Income taxes payable | | | 10.0 | | | | — | | | | — | | | | 10.0 | |
| Other accrued liabilities | | | 70.4 | | | | — | | | | — | | | | 70.4 | |
| Liabilities of Nelson (discontinued operation) | | | 8.0 | | | | — | | | | — | | | | 8.0 | |
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| | Total current liabilities | | | 219.9 | | | | — | | | | — | | | | 219.9 | |
Other liabilities: | | | | | | | | | | | | | | | | |
| Long-term debt | | | 769.9 | | | | — | | | | — | | | | 769.9 | |
| Deferred income taxes | | | 737.3 | | | | (254.0 | ) | | | 106.1 | | | | 589.4 | |
| Other liabilities | | | 33.6 | | | | — | | | | — | | | | 33.6 | |
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| | Total liabilities | | | 1,760.7 | | | | (254.0 | ) | | | 106.1 | | | | 1,612.8 | |
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Commitments and contingencies | | | | | | | | | | | | | | | | |
Minority interest in consolidated subsidiaries | | | 2.8 | | | | — | | | | — | | | | 2.8 | |
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STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | | | | — | |
Common stock | | | 2.4 | | | | — | | | | — | | | | 2.4 | |
Additional paid-in capital | | | 271.2 | | | | — | | | | — | | | | 271.2 | |
Retained earnings | | | 1,630.0 | | | | (352.3 | ) | | | 1,238.7 | | | | 2,516.4 | |
Unamortized restricted stock compensation | | | (202.1 | ) | | | — | | | | — | | | | (202.1 | ) |
Accumulated other comprehensive income | | | 65.0 | | | | (61.0 | ) | | | 48.3 | | | | 52.3 | |
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| | Total stockholders’ equity | | | 1,766.5 | | | | (413.3 | ) | | | 1,287.0 | | | | 2,640.2 | |
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| | $ | 3,530.0 | | | $ | (667.3 | ) | | $ | 1,393.1 | | | $ | 4,255.8 | |
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* As reported in the September 30, 2003 10-Q filing.
The accompanying notes are an integral part of these pro forma consolidated financial statements.
1
JANUS CAPITAL GROUP INC.
PRO FORMA STATEMENTS OF INCOME (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(Dollars in Millions, Except Per Share Date)
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| | | | | Janus Capital | | (Equity Method | | Pro Forma |
| | | | | Group Inc. * | | Investment) | | Combined |
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Revenues: | | | | | | | | | | | | |
| Investment management fees | | $ | 578.1 | | | $ | — | | | $ | 578.1 | |
| Shareowner servicing fees and other | | | 155.2 | | | | — | | | | 155.2 | |
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| | | Total | | | 733.3 | | | | — | | | | 733.3 | |
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Operating expenses: | | | | | | | | | | | | |
| Employee compensation and benefits | | | 174.3 | | | | — | | | | 174.3 | |
| Restricted stock compensation | | | 60.6 | | | | — | | | | 60.6 | |
| Marketing and distribution | | | 124.6 | | | | — | | | | 124.6 | |
| Depreciation and amortization | | | 51.3 | | | | — | | | | 51.3 | |
| General, administrative and occupancy | | | 90.2 | | | | — | | | | 90.2 | |
| Severance, facility closing, and other costs | | | 2.6 | | | | — | | | | 2.6 | |
| Provision for mutual fund investigation | | | 9.0 | | | | — | | | | 9.0 | |
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| | | Total | | | 512.6 | | | | — | | | | 512.6 | |
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Operating income | | | 220.7 | | | | — | | | | 220.7 | |
Equity in earnings of unconsolidated affiliates | | | 55.3 | | | | (53.5 | ) | | | 1.8 | |
Interest expense | | | (45.5 | ) | | | — | | | | (45.5 | ) |
Other, net | | | 7.3 | | | | — | | | | 7.3 | |
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Income before taxes and minority interest | | | 237.8 | | | | (53.5 | ) | | | 184.3 | |
Income tax provision | | | 90.5 | | | | (20.4 | ) | | | 70.1 | |
Minority interest in consolidated earnings | | | 2.7 | | | | — | | | | 2.7 | |
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Income from continuing operations | | $ | 144.6 | | | $ | (33.1 | ) | | $ | 111.5 | |
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Earnings per share from continuing operations: | | | | | | | | | | | | |
| | Basic | | $ | 0.63 | | | $ | (0.14 | ) | | $ | 0.49 | |
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| | Diluted | | $ | 0.63 | | | $ | (0.14 | ) | | $ | 0.49 | |
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Weighted average common shares: | | | | | | | | | | | | |
| | Basic | | | 227.3 | | | | | | | | | |
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| | Diluted | | | 229.2 | | | | | | | | | |
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* As reported in the September 30, 2003 10-Q filing.
The accompanying notes are an integral part of these pro forma consolidated financial statements.
2
JANUS CAPITAL GROUP INC.
PRO FORMA STATEMENTS OF INCOME (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2002
(Dollars in Millions, Except Per Share Date)
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| | | | | | | | | DST | | |
| | | | | Janus Capital | | (Equity Method | | Pro Forma |
| | | | | Group Inc. * | | Investment) | | Combined |
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Revenues: | | | | | | | | | | | | |
| Investment management fees | | $ | 917.7 | | | $ | — | | | $ | 917.7 | |
| Shareowner servicing fees and other | | | 205.5 | | | | — | | | | 205.5 | |
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| | | Total | | | 1,123.2 | | | | — | | | | 1,123.2 | |
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Operating Expenses: | | | | | | | | | | | | |
| Employee compensation and benefits | | | 241.6 | | | | — | | | | 241.6 | |
| Restricted stock compensation | | | 99.2 | | | | — | | | | 99.2 | |
| Marketing and distribution | | | 216.2 | | | | — | | | | 216.2 | |
| Depreciation and amortization | | | 71.0 | | | | — | | | | 71.0 | |
| General, administrative and occupancy | | | 126.8 | | | | — | | | | 126.8 | |
| Severance, facility closing, and other costs | | | 59.4 | | | | — | | | | 59.4 | |
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| | | Total | | | 814.2 | | | | — | | | | 814.2 | |
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Operating Income | | | 309.0 | | | | — | | | | 309.0 | |
Equity in earnings of unconsolidated affiliates | | | 69.1 | | | | (69.1 | ) | | | — | |
Interest expense | | | (57.5 | ) | | | — | | | | (57.5 | ) |
Other, net | | | 8.7 | | | | — | | | | 8.7 | |
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Income before taxes and minority interest | | | 329.3 | | | | (69.1 | ) | | | 260.2 | |
Income tax provision | | | 231.8 | | | | (118.8 | ) | | | 113.0 | |
Minority interest in consolidated earnings | | | 3.0 | | | | — | | | | 3.0 | |
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Income (loss) from continuing operations | | $ | 94.5 | | | $ | 49.7 | | | $ | 144.2 | |
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Earnings (loss) per share from continuing operations: | | | | | | | | | | | | |
| | Basic | | $ | 0.42 | | | $ | 0.22 | | | $ | 0.64 | |
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| | Diluted | | $ | 0.42 | | | $ | 0.22 | | | $ | 0.64 | |
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Weighted average common shares: | | | | | | | | | | | | |
| | Basic | | | 222.4 | | | | | | | | | |
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| | Diluted | | | 224.2 | | | | | | | | | |
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* Historical amounts are based on the 2002 10-K, restated for the disposition of Nelson Money Manager as a discontinued operation.
The accompanying notes are an integral part of these pro forma consolidated financial statements.
3
NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL INFORMATION
Note 1 — Exchange Transaction
On December 1, 2003, Janus Capital Group Inc. (“Janus”) completed a transaction with DST Systems, Inc. (“DST”) to exchange 32.3 million common shares of DST for all of the outstanding stock of a DST subsidiary, referred to as JCG Partners. JCG Partners owns a commercial printing and graphics design business worth approximately $115.0 million and approximately $999.0 million in cash. The transaction was structured to qualify as a tax-free exchange under Section 355 of the Internal Revenue Code.
Prior to the completion of the transaction, Janus owned 39.7 million common shares of DST, which were accounted for using the equity method. After the transaction, Janus owns 7.4 million shares of DST, or approximately 9%, and will no longer account for its interest in DST as an equity method investment. As part of the transaction Janus gave DST proxy voting rights with respect to these remaining shares.
Note 2 — Basis of Presentation
The unaudited pro forma combined consolidated balance sheet at September 30, 2003 and the statements of income for the year ended December 31, 2002 and the nine month period ended September 30, 2003 (collectively “Financial Statements”) have been prepared based on actual historical results in accordance with accounting principles generally accepted in the United States of America. Janus and DST amounts presented are based on actual historical financial statements as if the disposition of Janus’ investment in DST occurred at the beginning of the period presented. The unaudited pro forma Financial Statements have been prepared consistent with the accounting policies described in Note 2 to the consolidated financial statements that are presented in Janus’ Annual Report on Form 10-K for the year ended December 31, 2002.
Note 3 — Pro Forma Adjustments — DST Disposition
The pro forma adjustments are necessary to account for the consideration received and record the fair value of the remaining 7.4 million DST common shares. The fair value of JCG Partners has been recorded as a component of goodwill as the financial statements of the company were not available at the time of this filing. The remaining investment in DST has been recorded in accordance with Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities”, assuming the shares were classified as available-for-sale. The following is a summary of the DST investment at September 30, 2003 (in millions):
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Cost basis | | $ | 124.7 | |
Gross unrealized gains | | | 154.4 | |
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Total | | $ | 279.1 | |
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4