Exhibit 99.1
JANUS CAPITAL GROUP INC.
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
AT SEPTEMBER 30, 2003
(Dollars in Millions)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | DST | | | | | | Pro Forma | | |
| | Janus Capital | | (Equity Method | | Capital Group | | Adjustments | | Pro Forma |
| | Group Inc. *
| | Investment)
| | Partners **
| | (Note 3) ***
| | Combined
|
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 123.1 | | | $ | — | | | $ | — | | | $ | 999.0 | | | $ | 1,122.1 | |
Accounts receivable | | | 112.8 | | | | — | | | | 9.7 | | | | — | | | | 122.5 | |
Investments in advised funds | | | 84.2 | | | | — | | | | — | | | | — | | | | 84.2 | |
Other current assets | | | 39.8 | | | | — | | | | 3.3 | | | | — | | | | 43.1 | |
Assets of Nelson (discontinued operation) | | | 41.9 | | | | — | | | | — | | | | — | | | | 41.9 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 401.8 | | | | — | | | | 13.0 | | | | 999.0 | | | | 1,413.8 | |
Investments and other assets | | | 602.1 | | | | (524.1 | ) | | | 6.0 | | | | 279.1 | | | | 363.1 | |
Property and equipment | | | 51.3 | | | | — | | | | 4.0 | | | | — | | | | 55.3 | |
Intangibles, net | | | 1,324.3 | | | | — | | | | — | | | | — | | | | 1,324.3 | |
Goodwill | | | 1,150.5 | | | | (143.2 | ) | | | — | | | | 103.1 | | | | 1,110.4 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 3,530.0 | | | $ | (667.3 | ) | | $ | 23.0 | | | $ | 1,381.2 | | | $ | 4,266.9 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 6.9 | | | $ | — | | | $ | 3.2 | | | $ | — | | | $ | 10.1 | |
Accrued compensation and benefits | | | 41.1 | | | | — | | | | 1.8 | | | | — | | | | 42.9 | |
Current portion of long-term debt | | | 83.5 | | | | — | | | | — | | | | — | | | | 83.5 | |
Income taxes payable | | | 10.0 | | | | — | | | | 0.8 | | | | — | | | | 10.8 | |
Other accrued liabilities | | | 70.4 | | | | — | | | | 5.3 | | | | — | | | | 75.7 | |
Liabilities of Nelson (discontinued operation) | | | 8.0 | | | | — | | | | — | | | | — | | | | 8.0 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 219.9 | | | | — | | | | 11.1 | | | | — | | | | 231.0 | |
Other liabilities: | | | | | | | | | | | | | | | | | | | | |
Long-term debt | | | 769.9 | | | | — | | | | — | | | | — | | | | 769.9 | |
Deferred income taxes | | | 737.3 | | | | (253.8 | ) | | | — | | | | 106.3 | | | | 589.8 | |
Other liabilities | | | 33.6 | | | | — | | | | — | | | | — | | | | 33.6 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,760.7 | | | | (253.8 | ) | | | 11.1 | | | | 106.3 | | | | 1,624.3 | |
| | | | | | | | | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | |
Minority interest in consolidated subsidiaries | | | 2.8 | | | | — | | | | — | | | | — | | | | 2.8 | |
| | | | | | | | | | | | | | | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | | | | — | | | | — | |
Common stock | | | 2.4 | | | | — | | | | — | | | | — | | | | 2.4 | |
Additional paid-in capital | | | 271.2 | | | | — | | | | — | | | | — | | | | 271.2 | |
Retained earnings | | | 1,630.0 | | | | (352.5 | ) | | | 11.9 | | | | 1,167.9 | | | | 2,457.3 | |
Unamortized restricted stock compensation | | | (202.1 | ) | | | — | | | | — | | | | — | | | | (202.1 | ) |
Accumulated other comprehensive income | | | 65.0 | | | | (61.0 | ) | | | — | | | | 107.0 | | | | 111.0 | |
| | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 1,766.5 | | | | (413.5 | ) | | | 11.9 | | | | 1,274.9 | | | | 2,639.8 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 3,530.0 | | | $ | (667.3 | ) | | $ | 23.0 | | | $ | 1,381.2 | | | $ | 4,266.9 | |
| | | | | | | | | | | | | | | | | | | | |
* | | As reported in the Janus Capital Group Inc. September 30, 2003 Form 10-Q |
|
** | | Based on historical financial statements |
|
*** | | Estimated allocation of purchase price is not available |
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 Data)
| | | | | | | | | | | | | | | | |
| | | | | | DST | | | | | | | | | |
| | Janus Capital | | (Equity Method | | Capital Partners | | Pro Forma |
| | Group Inc. *
| | Investment)
| | Group**
| | Combined
|
Revenues: | | | | | | | | | | | | | | | | |
Investment management fees | | $ | 578.1 | | | $ | — | | | $ | — | | | $ | 578.1 | |
Shareowner servicing fees and other | | | 155.2 | | | | — | | | | — | | | | 155.2 | |
Printing and fulfillment | | | — | | | | — | | | | 65.7 | | | | 65.7 | |
| | | | | | | | | | | | | | | | |
Total | | | 733.3 | | | | — | | | | 65.7 | | | | 799.0 | |
| | | | | | | | | | | | | | | | |
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 | | | | — | | | | 5.3 | | | | 95.5 | |
Cost of printing and fulfillment | | | — | | | | — | | | | 58.4 | | | | 58.4 | |
Restructuring and impairments | | | 2.6 | | | | — | | | | — | | | | 2.6 | |
Provision for mutual fund investigation | | | 9.0 | | | | — | | | | — | | | | 9.0 | |
| | | | | | | | | | | | | | | | |
Total | | | 512.6 | | | | — | | | | 63.7 | | | | 576.3 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 220.7 | | | | — | | | | 2.0 | | | | 222.7 | |
Equity in earnings of unconsolidated affiliates | | | 55.3 | | | | (53.5 | ) | | | — | | | | 1.8 | |
Interest expense | | | (45.5 | ) | | | — | | | | — | | | | (45.5 | ) |
Other, net | | | 7.3 | | | | — | | | | — | | | | 7.3 | |
| | | | | | | | | | | | | | | | |
Income before taxes and minority interest | | | 237.8 | | | | (53.5 | ) | | | 2.0 | | | | 186.3 | |
Income tax provision | | | 90.5 | | | | (20.4 | ) | | | 0.8 | | | | 70.9 | |
Minority interest in consolidated earnings | | | 2.7 | | | | — | | | | — | | | | 2.7 | |
| | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 144.6 | | | $ | (33.1 | ) | | $ | 1.2 | | | $ | 112.7 | |
| | | | | | | | | | | | | | | | |
Earnings per share from continuing operations: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.63 | | | $ | (0.15 | ) | | $ | 0.01 | | | $ | 0.50 | |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 0.63 | | | $ | (0.14 | ) | | $ | 0.01 | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
Weighted average common shares: | | | | | | | | | | | | | | | | |
Basic | | | 227.3 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted | | | 229.2 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
* | | As reported in the Janus Capital Group Inc. September 30, 2003 Form 10-Q |
|
** | | Based on historical financial results |
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 Data)
| | | | | | | | | | | | | | | | |
| | | | | | DST | | | | |
| | Janus Capital | | (Equity Method | | Capital Group | | Pro Forma |
| | Group Inc. *
| | Investment)
| | Partners**
| | Combined
|
Revenues: | | | | | | | | | | | | | | | | |
Investment management fees | | $ | 917.7 | | | $ | — | | | $ | — | | | $ | 917.7 | |
Shareowner servicing fees and other | | | 205.5 | | | | — | | | | — | | | | 205.5 | |
Printing and fulfillment | | | — | | | | — | | | | 105.7 | | | | 105.7 | |
| | | | | | | | | | | | | | | | |
Total | | | 1,123.2 | | | | — | | | | 105.7 | | | | 1,228.9 | |
| | | | | | | | | | | | | | | | |
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 | | | | — | | | | 9.1 | | | | 135.9 | |
Cost of printing and fulfillment | | | — | | | | — | | | | 92.0 | | | | 92.0 | |
Restructuring and impairments | | | 59.4 | | | | — | | | | — | | | | 59.4 | |
| | | | | | | | | | | | | | | | |
Total | | | 814.2 | | | | — | | | | 101.1 | | | | 915.3 | |
| | | | | | | | | | | | | | | | |
Operating Income | | | 309.0 | | | | — | | | | 4.6 | | | | 313.6 | |
Equity in earnings of unconsolidated affiliates | | | 69.1 | | | | (69.1 | ) | | | — | | | | — | |
Interest expense | | | (57.5 | ) | | | — | | | | (0.1 | ) | | | (57.6 | ) |
Other, net | | | 8.7 | | | | — | | | | — | | | | 8.7 | |
| | | | | | | | | | | | | | | | |
Income before taxes and minority interest | | | 329.3 | | | | (69.1 | ) | | | 4.5 | | | | 264.7 | |
Income tax provision | | | 231.8 | | | | (118.8 | ) | | | 1.9 | | | | 114.9 | |
Minority interest in consolidated earnings | | | 3.0 | | | | — | | | | — | | | | 3.0 | |
| | | | | | | | | | | | | | | | |
Income / loss from continuing operations | | $ | 94.5 | | | $ | 49.7 | | | $ | 2.6 | | | $ | 146.8 | |
| | | | | | | | | | | | | | | | |
Earnings / loss per share from continuing operations: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.43 | | | $ | 0.22 | | | $ | 0.01 | | | $ | 0.66 | |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 0.43 | | | $ | 0.22 | | | $ | 0.01 | | | $ | 0.66 | |
| | | | | | | | | | | | | | | | |
Weighted average common shares: | | | | | | | | | | | | | | | | |
Basic | | | 222.4 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted | | | 224.2 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
* | | Historical amounts are based on the 2002 Form 10-K, restated for the disposition of Nelson Money Manager, which was accounted for as a discontinued operation. |
|
** | | Based on historical financial results |
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 held by Janus for Capital Group Partners (f.k.a. DST Output Marketing Services), a corporation which includes a printing and graphics design business, with a value of $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. Although no advance ruling was obtained from the IRS, the transaction was implemented in reliance on opinions from Janus' tax advisers that, although the matter is not free from doubt, the transaction should qualify as a tax-free exchange under section 355 of the 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 in accordance with accounting principles generally accepted in the United States of America. The amounts presented for DST (equity method investment) and Capital Group Partners are based on actual historical financial statements as if the transaction had occurred at September 30, 2003 for the balance sheet and at the beginning of the period presented for the income statements. 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 cash consideration received and to record the remaining 7.4 million DST common shares at fair value. The purchase price in excess of the historical net book value of Capital Group Partners has been recorded as a component of goodwill since an estimated allocation of purchase price could not be determined at the time of this filing. Janus’ remaining investment in DST has been recorded at fair value 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):
| | | | |
Cost basis | | $ | 124.7 | |
Gross unrealized gains | | | 154.4 | |
| | | | |
Total | | $ | 279.1 | |
| | | | |
4