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Significant Business Transactions
12 Months Ended
Dec. 31, 2013
Business Combinations [Abstract]  
Significant Business Transactions
Significant Business Transactions
Acquisition of Finix Business Strategies, LLC and Finix Converge, LLC
On April 29, 2011, DST acquired, through a newly formed subsidiary, DST Brokerage Solutions, LLC, the assets of Finix Business Strategies, LLC (“Finix”), a financial services consulting firm with extensive brokerage and technology expertise. DST Brokerage Solutions also acquired the assets of Finix Converge, LLC (“Converge”), a technology firm that develops and distributes an enterprise social networking and media platform to enable firms to connect and collaborate with their constituents more effectively online. By combining Finix Business Strategies' extensive knowledge and brokerage expertise with DST's breadth and depth of technology and services, DST can address broker/dealers' unique challenges through an expanded suite of products and solutions. DST Brokerage Solutions, LLC is part of the Financial Services Segment.
Acquisition of Subserveo, Inc.
On June 20, 2011, DST acquired Subserveo Inc. (“Subserveo”), a provider of automated compliance and surveillance solutions to broker/dealers and investment advisors throughout the U.S. and Canada. Subserveo's solutions perform daily analysis of transactions, orders and account holdings and provide detailed compliance alerts and case management. Subserveo is operated as part of DST Brokerage Solutions.
Finix, Converge and Subserveo along with DST Market Services, the Company's subsidiary that provides full service subaccounting services, are operated as a single business unit. This business unit is DST's channel to provide products to the broker/dealer market and manage the distribution of the Company's AWD, Vision Professional and print/mail products to that market.
Acquisition of IntelliSource Healthcare Solutions
On July 1, 2011, DST acquired, through its wholly-owned subsidiary, DST Health Solutions, LLC, the assets of IntelliSource Healthcare Solutions (“IntelliSource”), whose principal product is CareConnect which provides an automated care management system. The addition of the IntelliSource suite of solutions broadens DST Health Solutions' product offering for integrated care management, providing DST Health Solutions' health plan clients access to an array of valuable solutions—including integrated care management, workflow and analytics—which enables them to collaboratively facilitate proactive care and optimize resources at all levels of the healthcare system. DST has integrated CareConnect into its proprietary claims offerings within the Healthcare Services Segment.
Acquisition of Newkirk Products, Inc.
On May 2, 2011, DST acquired the outstanding stock of Newkirk Products, Inc. (“Newkirk”), an industry leader in the development and deployment of communications, education, and investment information for clients in the retirement planning, managed care, and wealth management industries. Newkirk is operated as a unit of the Customer Communications Segment and its results are reported in that segment from the date of acquisition. DST believes the acquisition of Newkirk broadens the solution set available to multiple DST business units. Newkirk's innovative on-demand publishing and marketing solutions complement DST Customer Communications' breadth of transactional and digital fulfillment solutions, making it easier for companies to craft effective customer communications across print, mobile, and digital channels. It also enables clients of DST Retirement Solutions to access a more fully integrated offering that leverages Newkirk's capabilities geared to the needs of plan sponsors and participants, including communication and education materials, financial planning tools and plan documents. The acquisition of Newkirk also extends DST Customer Communications' capabilities in the healthcare industry enabling the Company to produce pre-enrollment communications, including information designed to help a participant personalize their health care plan.
Acquisition of Lateral Group Limited
On August 5, 2011, DST's Output U.K. subsidiary acquired the outstanding stock of Lateral Group Limited (“Lateral”), a U.K. company engaged in integrated, data driven, multi-channel marketing. The acquisition of Lateral complements the existing Customer Communications business in terms of services offered and business outlook. In addition, this acquisition allows Customer Communications to extend and develop its service/product offerings by further integrating communications through print, data and e-solutions and by providing additional solutions such as data insight and online marketing to the Company's client base.
Goodwill from the above acquisitions is comprised of the assembled workforce and other assets of the acquired businesses. Approximately $51.2 million of the goodwill is expected to be deductible for income tax purposes. The Company does not believe that any of the above mentioned business combinations are material to DST's consolidated financial statements. Notwithstanding, the Company has provided aggregated disclosures of these transactions to assist users of the financial statements in understanding the impact to DST of the business combinations. The Financial Services Segment spent $38.1 million on acquisitions, the Healthcare Services Segment spent $5.0 million, and the Customer Communications Segment spent $74.1 million during the year ended December 31, 2011.
The following table summarizes the consideration and the allocation of the fair values of the acquisitions of Finix, Converge, Subserveo, IntelliSource, Newkirk and Lateral to the fair values of the assets and liabilities acquired (in millions):
Consideration
 
Cash paid
$
117.2

Recognized amounts of identifiable assets acquired and liabilities assumed
 
Cash and cash equivalents
$
3.2

Accounts receivable
21.4

Other current assets
9.3

Properties (includes $12.9 million of proprietary software)
29.4

Intangible assets
32.9

Goodwill
71.3

Other assets
0.4

Total assets
167.9

Other current liabilities
20.2

Deferred income tax liabilities
10.3

Debt
20.2

Total liabilities
50.7

Net assets acquired
$
117.2


Acquisition of ALPS Holdings, Inc.
On October 31, 2011, DST acquired ALPS Holdings, Inc. (“ALPS”), a provider of a comprehensive suite of asset servicing, asset management, and asset gathering solutions to open-end mutual funds, closed-end funds, exchange-traded funds (“ETFs”) and alternative investment funds. The acquisition broadens the range of products and services DST offers to the investment management and brokerage industries in the following areas: 1) ALPS' comprehensive solution set allows DST to service market segments DST was previously unable to service; 2) ALPS positions DST to service hedge funds and ETFs; and 3) ALPS expands DST's offerings beyond transfer agency. ALPS's financial results were consolidated with those of DST beginning October 31, 2011, and are reported as part of DST's Financial Services Segment. At closing, DST paid $251.9 million funded from cash, existing credit facilities and a new term loan credit facility. Goodwill from the ALPS acquisition is comprised of the assembled workforce and other assets of the acquired business. Approximately $22.0 million of the goodwill is expected to be deductible for income tax purposes.
The following table summarizes the consideration for ALPS and the allocation of the fair value of ALPS to the fair values of assets acquired and liabilities assumed at October 31, 2011 (in millions):
Consideration
 
Cash paid
$
251.9

Recognized amounts of identifiable assets acquired and liabilities assumed
 
Cash and cash equivalents
$
0.5

Funds held on behalf of clients
7.8

Accounts receivable
8.2

Other current assets
1.6

Properties (includes $1.5 million of proprietary software)
2.7

Intangible assets
84.0

Goodwill
179.2

Other assets
0.3

Total assets
284.3

Client funds obligations
7.8

Other current liabilities
5.5

Deferred income tax liabilities
18.2

Other liabilities
0.9

Total liabilities
32.4

Net assets acquired
$
251.9



Assuming the acquisitions of Finix, Converge, Subserveo, IntelliSource, Newkirk, Lateral, and ALPS had occurred on January 1, 2011, the Company's pro forma total revenues would have been approximately $2,526.9 million for the year ended December 31, 2011. Consolidated pro forma net income and diluted earnings per share would not have been materially different from the reported amounts for the year ended December 31, 2011. The unaudited pro forma amounts are not indicative of what actual consolidated results of operations might have been if the acquisitions had been effective at the beginning of 2011.