DST SYSTEMS INC
10-Q, 1996-05-10
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C.  20549


           [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 1996

                                      OR

          [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________ to ____________

                        Commission File Number 1-14036

                              DST SYSTEMS, INC.
              (Exact name of Company as specified in its charter)

              Delaware                                       43-1581814
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

 1055 Broadway, Kansas City, Missouri                           64105
(Address of principal executive offices)                      (Zip Code)

                                (816) 435-1000
              (Company'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 [  ]

As of May 3, 1996, there were 50,000,000 shares of the Company's $.01 par value 
Common Stock outstanding.


                                       1



                              DST SYSTEMS, INC.
                                  FORM 10-Q
                                MARCH 31, 1996
                                    INDEX

                                                                      Page
PART I.  FINANCIAL INFORMATION 


Item 1.  Financial Statements

         Introductory Comments                                           3

         Condensed Consolidated Balance Sheet -
         December 31, 1995 and March 31, 1996                            4

         Condensed Consolidated Statement of Income -
         Three Months Ended March 31, 1995 and 1996                      5

         Condensed Consolidated Statement of Cash Flows -                 
         Three Months Ended March 31, 1995 and 1996                      6     

         Notes to Condensed Consolidated Financial Statements            7

Item 2.  Management's Discussion and Analysis of Financial Condition      
         and Results of Operations                                    8-13


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                              14

Item 2.  Changes in Securities                                          14

Item 3.  Defaults Upon Senior Securities                                14

Item 4.  Submission of Matters to a Vote of Security Holders            14

Item 5.  Other Information                                              14

Item 6.  Exhibits and Reports on Form 8-K                               14


SIGNATURES                                                              15
                                                                  

                                       2


                                       
                              DST SYSTEMS, INC.
                                  FORM 10-Q
                                March 31, 1996


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 Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted accounting 
principles 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, 1995.  Additionally, the Condensed Consolidated Financial 
Statements should be read in conjunction with Item 2. Management's Discussion 
and Analysis of Financial Condition and Results of Operations included in this 
Form 10-Q.

The results of operations for the three months ended March 31, 1996 are not 
necessarily indicative of the results to be expected for the full year 1996.


                                       3


                                                                              
                              DST SYSTEMS, INC.
                     Condensed Consolidated Balance Sheet
                     (In thousands, except share amounts)
                                 (unaudited)
<TABLE>
<CAPTION>

                                                       December 31,   March 31,
                                                           1995         1996
                                                           ----         ----
<S>                                                      <C>          <C>
ASSETS
Current assets
   Cash and cash equivalents                             $ 13,057     $  6,063
   Accounts receivable                                    136,314      144,854
   Inventories                                             10,647       11,309
   Other assets                                            28,500       33,107
                                                          -------      -------
          Total current assets                            188,518      195,333
Investments                                               251,677      258,391
Properties                                                247,014      249,285
Intangibles and other assets                               62,311       65,330
                                                          -------      -------
     Total assets                                        $749,520     $768,339
                                                          =======      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities                           
  Debt due within one year                               $ 31,822     $ 37,638
  Accounts payable                                         47,208       36,628
  Deferred revenues and gains                              12,219       11,871
  Accrued compensation and benefits                        30,017       18,011
  Other liabilities                                        11,937       14,395
                                                          -------      -------
          Total current liabilities                       133,203      118,543
Long-term debt                                             52,477       73,738
Deferred income taxes                                      50,734       57,209
Other liabilities                                          46,272       38,759
                                                          -------      -------
                                                          282,686      288,249
Commitments and contingencies
                                                          -------      -------
Minority interest                                             476          468
                                                          -------      -------
Stockholders' equity
  Preferred stock, $0.01 par; 10,000,000 shares authorized
     and unissued
  Common stock, $0.01 par; 125,000,000 shares authorized,
     50,000,000  issued and outstanding                       500          500
  Additional paid-in capital                              408,807      408,807
  Retained earnings                                        34,988       39,147
  Net unrealized gain on investments                       22,063       31,168
                                                          -------      -------
     Total stockholders' equity                           466,358      479,622
                                                          -------      ------- 
     Total liabilities and stockholders' equity          $749,520     $768,339
                                                          =======      =======
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       4


                                       
                              DST SYSTEMS, INC.
                 Condensed Consolidated Statement of Income
                  (In thousands, except per share amount)
                                 (unaudited)

<TABLE>
<CAPTION>
                                                          For the Three Months
                                                             Ended March 31,
                                                          --------------------
                                                           1995          1996
                                                           ----          ----
<S>                                                      <C>          <C>
Revenues                                                 $112,266     $144,262

Costs and expenses                                         85,218      106,389
Depreciation and amortization                              14,082       18,688
                                                          -------      -------
Income from operations                                     12,966       19,185

Interest expense                                           (4,538)      (2,102)
Other income, net                                             486          931
Gain on sale of equity investment                          43,610
Equity in earnings (losses) of unconsolidated affiliates    3,413       (7,641)
                                                          -------      -------
Income before income taxes and minority interest           55,937       10,373
Income taxes                                               38,734        5,963
                                                          -------      -------
Income before minority interest                            17,203        4,410
Minority interest in losses                                   (51)          (7)
                                                          -------      -------

Net income                                               $ 17,254     $  4,417
                                                          =======      =======

Average common shares outstanding                                       50,000
Earnings per share                                                        0.09

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                       
                                                                              
                                       5


                                       
                              DST SYSTEMS, INC.
                Condensed Consolidated Statement of Cash Flows
                               (In thousands)
                                 (unaudited)

<TABLE>
<CAPTION>
                                                          For the Three Months
                                                             Ended March 31,
                                                          --------------------
                                                            1995         1996
                                                            ----         ----
<S>                                                      <C>          <C>
Cash flows -- operating activities:
Net income                                               $ 17,254     $  4,417
                                                          --------     --------

 Depreciation and amortization                             14,082       18,688
 Amortization of deferred revenues and gains                 (237)        (237)
 (Undistributed earnings) losses of
      unconsolidated affiliates                            (3,128)       7,641
 Gain on sale of equity investment                        (43,610)
 Deferred taxes on gain on sale of equity investment       35,028
 Changes in accounts receivable                            (8,131)      (6,398)
 Changes in inventories                                       793         (236)
 Changes in other current assets                           (4,481)      (6,369)
 Changes in accounts payable and accrued liabilities       (2,015)     (19,118)
 Other, net                                                 7,089       (3,989)
                                                          --------     --------
Total adjustments to net income                            (4,610)     (10,018)
                                                          --------     --------
 Net                                                       12,644       (5,601)
                                                          --------     -------- 
Cash flows -- investing activities:
Investment in and advances to unconsolidated affiliates    (2,411)      (2,549)
Capital expenditures                                      (13,004)     (13,837)
Payment for purchases of subsidiaries,
      net of cash acquired                                 (9,982)      (3,183)
Other, net                                                                 573
                                                          --------     --------
 Net                                                      (25,397)     (18,996)
                                                          --------     --------
Cash flows -- financing activities:
Proceeds from issuance of long-term debt                   24,000
Principal payments on long-term debt                       (8,636)      (5,642)
Net increase in credit facilities and notes payable         6,721       31,656
Other, net                                                 (5,308)      (8,411)
                                                          --------     --------
 Net                                                       16,777       17,603
                                                          --------     --------

Net increase (decrease) in cash and cash equivalents        4,024       (6,994)
Cash and cash equivalents at beginning of period            3,971       13,057
                                                          --------     --------
Cash and cash equivalents at end of period               $  7,995     $  6,063
                                                          ========     ========

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                       
                                       
                                       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 Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted accounting 
principles 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, 1995.  Additionally, the Condensed Consolidated Financial 
Statements should be read in conjunction with Item 2. Management's Discussion 
and Analysis of Financial Condition and Results of Operations included in this 
Form 10-Q.

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 DST 
Systems, Inc. (the "Company") and its subsidiaries as of March 31, 1996, and 
the results of operations and cash flows for the three months then ended.

The results of operations for the three months ended March 31, 1996 are not 
necessarily indicative of the results to be expected for the full year 1996.

2.  Earnings per share

Earnings per share for the three months ended March 31, 1996 is based on the 
weighted average number of common shares outstanding during the period.

Because the initial public offering of the Company's common stock on October 
31, 1995 and use of proceeds therefrom have substantially changed the Company's 
capital structure, earnings per share data for the three months ended March 31, 
1995 have not been presented.  

3.  Acquisitions and Dispositions

On March 15, 1996, the Continuum Company, Inc. ("Continuum"), an unconsolidated 
affiliate of the Company, announced the completion of its merger with Hogan 
Systems, Inc., (the "Hogan Merger") a provider of software to banks and 
financial institutions, for shares of Continuum stock.  As a result of this 
transaction, the Company's common stock interest in Continuum was reduced from 
approximately 29% to approximately 23%.  The Company recorded in March 1996 its 
estimated $9.4 million after tax share of a non-recurring charge recorded by 
Continuum in connection with the Hogan Merger.

As discussed under "Recent Events" in Management's Discussion and Analysis of 
Financial Condition and Results of Operations, Continuum and Computer Sciences 
Corporation ("CSC") announced on April 29, 1996 they have signed a definitive 
agreement for CSC to merge with Continuum in a share exchange to be accounted 
for as a pooling-of-interests.

In January 1996, the Company's wholly-owned subsidiary, Output Technologies,
Inc., completed the acquisition of Xebec Imaging Services, Inc. ("Xebec"), a
Canadian provider of computer output micrographics for total consideration of 
$5.5 million. 


                                       7



Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


The discussions set forth in this Form 10-Q may contain forward-looking 
comments.  Such comments are based upon the information currently available to 
management of the Company and management's perception thereof as of the date of 
this report.  Actual results of the Company's operations could materially differ
from those indicated in the forward-looking comments.  The difference could be
caused by a number of factors including, but not limited to, those discussed in 
a Current Report on Form 8-K dated March 22, 1996, which has been filed with the
United States Securities and Exchange Commission.  That Current Report may be 
obtained by contacting the Commission's public reference operations.  Readers 
are strongly encouraged to obtain and consider the factors listed in the March 
22, 1996 Current Report and any amendments or modifications thereof when 
evaluating any forward-looking comments concerning the Company.

The information contained in this Management's Discussion and Analysis of 
Financial Condition and Results of Operations should be read in conjunction with
the Notes to Condensed Consolidated Financial Statements included in this Form 
10-Q and the audited financial statements and notes thereto incorporated by 
reference in the Company's Annual Report on Form 10-K for the year ended 
December 31, 1995.


INTRODUCTION

The Company provides sophisticated information processing and computer software 
services and products, primarily to mutual funds, insurance providers, banks 
and other financial services organizations.

The following table presents the sources of the Company's revenues:


                              Sources of Revenue
                         Three Months Ended March 31,
                                (in thousands)
<TABLE>
<CAPTION>

                                          1995                       1996
                                      ------------               ------------
<S>                              <C>            <C>         <C>          <C>
U.S. Mutual Fund
   Processing                    $ 50,928        45.4%      $ 63,616      44.1%
   Output Services                 16,774        14.9%        21,941      15.2%
                                   ------       ------        ------     ------
Total U.S. Mutual Fund             67,702        60.3%        85,557      59.3%

Insurance
   Processing                       6,396         5.7%         7,163       5.0%
   Output services                  2,213         2.0%         2,831       2.0%
                                    -----        -----         -----      -----
Total Insurance                     8,609         7.7%         9,994       7.0%

International                       9,893         8.8%        19,952      13.8%
Other output services              19,076        17.0%        21,824      15.1%
Other                               6,986         6.2%         6,935       4.8%
                                  -------      -------       -------    -------
Total revenues                   $112,266       100.0%      $144,262     100.0%
                                  =======      =======       =======    =======
</TABLE>

                                       8



RECENT EVENTS

On March 15, 1996, the Continuum Company, Inc. ("Continuum"), an unconsolidated 
affiliate of the Company, announced the completion of its merger with Hogan 
Systems, Inc., (the "Hogan Merger") a provider of software to banks and 
financial institutions, for shares of Continuum stock.  As a result of this 
transaction, the Company's common stock interest in Continuum was reduced from 
approximately 29% to approximately 23%.  The Company recorded in March 1996 its 
estimated $9.4 million after tax share of a non-recurring charge recorded by 
Continuum in connection with the Hogan Merger. 

On April 29, 1996, Continuum and Computer Sciences Corporation ("CSC") 
announced they have signed a definitive agreement for CSC to merge with 
Continuum in a share exchange to be accounted for as a pooling-of-interests.  
Under the agreement, CSC common stock is to be exchanged for the common stock 
of Continuum at an exchange rate of 0.79 shares for each share of Continuum 
stock.  DST owns 5,549,141 shares of Continuum stock.  The transaction has been 
approved by the Boards of Directors of both companies but is subject to 
approval of the shareholders of both Continuum and CSC.  DST has agreed to vote 
its shares in favor of the merger and to certain limitations on the disposition 
of the CSC stock DST would receive.  Based on the closing price on the New York 
Stock Exchange of CSC on April 29, 1996, of $75.375, if the merger were 
completed at that date and on the terms proposed, DST would have recognized a 
one-time gain after deferred taxes of approximately $150 million.  DST would 
receive shares of CSC representing an approximate 6% interest in the combined 
company and Continuum would cease to be an unconsolidated equity affiliate of 
DST.  DST recognized equity in earnings of Continuum of $0.5 million, $5.0 
million in 1993 and 1994, respectively and equity in losses of Continuum of 
$1.1 million in 1995 and $8.1 million for the first quarter 1996.  The 
Company's resulting investment in CSC would be accounted for as available-for-
sale securities in accordance with Statement of Financial Accounting Standards 
No. 115.  Although CSC does not currently pay cash dividends, DST would record 
dividend income on any cash dividends received from CSC.   

DST currently provides all of the North American and United Kingdom data 
processing operations for Continuum through DST's Winchester Data Center.  The 
Company has agreed with CSC to negotiate an agreement which would permit CSC to 
transfer, over a period of time after the merger, Continuum data processing 
operations from the Winchester Data Center to facilities of CSC.  DST 
anticipates that it would be able to utilize the data center capacity 
relinquished by Continuum as a result of such data processing transfer.  The 
Company does not believe that any such transfer of data processing would have a
material impact on the Company's results of operations or financial position.
The merger is not expected to affect Continuum's existing agreements with DST 
for distribution of DST's Automated Work Distributor (AWD) work flow management 
software to the insurance and banking industries.

The Company's wholly-owned subsidiary, Output Technologies, Inc., completed the 
acquisition of Xebec Imaging Services, Inc. ("Xebec"), a Canadian provider of 
computer output micrographics, in January 1996 for total consideration of $5.5 
million.


                                       9



RESULTS OF OPERATIONS

First Quarter 1995 versus First Quarter 1996

The Company's earnings were $0.09 per share for the first quarter 1996.  
Because the initial public offering of the Company's common stock on October 
31, 1995 and use of proceeds therefrom have substantially changed the 
Company's capital structure, earnings per share data for first quarter 1995 
have not been presented.  Net income decreased $12.9 million, or 74%, from 
$17.3 million in 1995 to $4.4 million in 1996.  First quarter 1995 and 1996 net 
income were affected by certain non-recurring items.  First quarter 1995 net 
income reflected an $8.6 million after-tax gain on the sale of Investors 
Fiduciary Trust Company.  First quarter 1996 net income includes a one-time 
charge of $9.4 million in connection with the Hogan Merger.  Adjusted for these 
non-recurring items, the Company's first quarter net income would have been 
$8.7 million in 1995 and $13.9 million in 1996.  This increase in net income on 
an adjusted basis is primarily a result of increased revenues and income from 
operations due to the growth of the Company's business and decreased interest 
expense resulting from the retirement of debt with proceeds from the Company's 
initial public offering in the fourth quarter of 1995.


<TABLE>
<CAPTION>
                                                 For the Three Months
Geographic information                              Ended March 31,
(in thousands)                                   --------------------
                                                    1995       1996
                                                    ----       ----
<S>                                              <C>          <C>
Domestic revenues                                $102,373     $124,310
Domestic income from operations                    13,020       19,415

International revenues                              9,893       19,952
International income from operations                  (54)        (230)

</TABLE>

Revenues

Consolidated revenues increased 29% to $144.3 million primarily due to 
increased mutual fund processing, higher output volumes at Output Technologies 
and growth in international businesses.

Domestic revenues increased 21% to $124.3 million primarily due to increased 
mutual fund processing, increased Automated Work Distributor (AWD) product 
revenues and higher volumes at Output Technologies. United States mutual fund 
processing revenues increased 22% as shareowner accounts serviced increased 
from 32.5 million at March 31, 1995 to 38.3 million at March 31, 1996.  The 
growth is due to increases in the number of shareowner accounts at existing 
clients and the addition of approximately one million accounts from the 
addition of a new client in September 1995.  Domestic AWD product revenues 
increased 41% on an increase in workstations installed from 8,800 at March 31, 
1995 to 11,200 at March 31, 1996.  Domestic Output Technologies revenues 
increased 23% due primarily to a 37% increase in domestic pages printed. 

International revenues for the first quarter increased 102% to $20.0 million 
from increased license and development revenues from DST International Limited 
and $3.7 million from the acquisition of Xebec. 

                                      
                                      10



Costs and expenses

Consolidated costs and expenses for the first quarter increased 25% to $106.4 
million, primarily as a result of higher operating volumes, increased costs of 
international operations and certain other costs as described below. 

Domestic costs and expenses for the first quarter increased 16%.  Domestic 
compensation and benefit expenses increased 18%, or $7.9 million for the first 
quarter due to increased staffing levels to support mutual fund, portfolio 
accounting, AWD and Output Technologies products. 

Costs and expenses from international business for the quarter increased $9.1 
million, or 99%, due to the continued development of product offerings and the 
addition of $3.0 million of expenses from the operations of Xebec.  

Depreciation and amortization

Depreciation and amortization increased 33% primarily due to increased 
operating capacities at the Winchester Data Center and Output Technologies and 
increased amortization expense related to the purchase of substantially all of 
the assets and business operations of Supervised Service Company, Inc. and 
mutual fund shareowner servicing system software owned by Kemper Services 
Company in April 1995.  

Interest expense

Interest expense decreased $2.4 million, or 54%, resulting primarily from the 
retirement of debt with proceeds from the Company's initial public offering in 
the fourth quarter of 1995.

Other income

Other income increased $0.4 million over prior year as a result of a $0.5 
million dividend received on shares of State Street Boston Corporation ("State 
Street") common stock held by the Company as a result of the sale of Investors 
Fiduciary Trust Company to State Street which was completed in January 1995.  
No dividends were received from State Street in the first quarter of 1995. 

Equity in earnings (losses) of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates decreased $11.0 million 
primarily as a result of the Company recording its estimated $10.2 million 
share of a non-recurring charge ($9.4 million after providing deferred tax 
benefit) recorded by Continuum in conjunction with the Hogan Merger.  Excluding 
the effect of the Hogan Merger, equity in earnings of unconsolidated affiliates 
decreased $0.8 million, or 24% compared to prior year.  Higher operating 
earnings were recorded at Continuum and Boston Financial Data Services.  These 
were offset by lower earnings from Argus Health Systems as a result of 
increased development costs for a new claims processing system and a level 
volume of claims processed.  Increased costs were also incurred at European 
Financial Data Services, Ltd. ("EFDS") (formerly Clarke & Tilley Data Services, 
Ltd.) resulting from increased development costs and an acceleration of the 
delivery timetable for the FAST2000 unit trust product.  1995 first quarter 
results also included $0.4 million equity in earnings of Midland joint ventures 
which were sold in August 1995.


                                      11


                                       
Income taxes

Income tax expense decreased $32.8 million, or 85%, primarily as a result of 
the 1995 IFTC transaction. The Company recorded $35.0 million of deferred 
income tax expense in the first quarter 1995 as a result of the IFTC 
transaction to recognize the deferred tax liability on the difference between 
the value of State Street stock received and the Company's tax basis in IFTC 
less previous deferred taxes provided.  

The Company's effective tax rate for the first quarter 1996 was approximately 
57%.  Excluding the effect of the Hogan Merger, the Company's effective tax 
rate for the first quarter would have been approximately 33%.  The difference 
between the Company's effective tax rate and the combined federal and state 
statutory rates is primarily the result of deferred taxes being provided for 
unremitted earnings of unconsolidated affiliates net of the 80% dividends 
received deduction provided under current tax law.

LIQUIDITY AND CAPITAL RESOURCES

The Company uses internally generated funds and borrowings from third parties 
to fund operating and investing activities.  The Company's net cash used in 
operating activities totaled $5.6 million during the first quarter 1996.  Cash 
flows from operating activities for the quarter were significantly impacted by 
payments related to incentive compensation programs, including a $10.1 million 
payment for a multi-year performance based incentive compensation program at an 
Output Technologies subsidiary that concluded at December 31, 1995, and an 
increase in accounts receivable of approximately $6.4 million related to 
revenue growth.  Cash flows from operating activities are expected to be 
positive during the remainder of 1996.  

The Company's net cash flow used in investing activities totaled $19.0 million 
for the quarter.  The Company expended $3.2 million during the quarter for 
purchase of subsidiaries and and $13.8 million during the quarter for capital 
additions.  The Company anticipates that future capital expenditures will be 
funded primarily by cash flows from operating activities, secured term notes, 
or bank lines of credit as required.

Net cash flows from financing activities totaled $17.6 million for the quarter.
Net short and long-term borrowings for the quarter totaled $31.7 million, which 
were necessary to finance payments for purchase of subsidiaries, capital 
additions and payments related to incentive compensation programs as described 
above.  Other net financing activities include $5.9 million in payments to 
vendors relating to software capitalized in prior years and $2.5 million in 
deferred payments relating to the acquisiton of HiPortfolio. 

The Company maintains $45.0 million of bank line of credit facilities to 
finance short-term working capital requirements, of which total borrowings of 
$16.9 million had been made on these lines as of March 31, 1996.  Additionally, 
the Company maintains a revolving credit facility of $100.0 million available 
through May 1996 and a revolving credit facility of $150.0 million available 
through May 1998 with a syndicate of U.S. and international banks.  Total 
borrowings of $25.0 million had been made on the long-term revolving credit 
facility at March 31, 1996. 

The Company believes that its existing cash balances and other current assets, 
together with cash provided by operating activities and, as necessary, the 
Company's short-term credit facilities, will be sufficient to meet the 
Company's operating and debt service requirements and other current liabilities 
for at least the next twelve months.  Further, the Company believes that its 
longer term liquidity and capital requirements will also be met through cash 
from operations and short-term bank lines of credit, as well as the Company's 
three year $150.0 million revolving credit facility described above.


                                      12


 
OTHER INFORMATION

The following summarizes certain key operating and financial data for the 
periods indicated:

<TABLE>
<CAPTION>
                                                    December 31,    March 31,
                                                       1995           1996
                                                       ----           ----
Investment Market Values (1) (in thousands)

<S>                                                  <C>           <C>
The Continuum Company, Inc.                          $219,010      $230,792 (2)
State Street Boston Corporation                       134,375       149,306
First of Michigan Capital Corporation                   4,803         4,803

Other Operating Data

Mutual fund shareowner accounts (millions)               36.5          38.3
Securities transfer accounts (millions)                   6.2           6.2
Mutual fund portfolios                                  1,785         1,877
Automated work distributor workstations                10,700        11,200

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       1995           1996
                                                       ----           ----
Output Technologies pages printed (millions)            240.7         337.5
Pharmaceutical claims processed (millions)               33.2          32.6

</TABLE>


(1)  Based upon the closing price on the last trading day of the applicable 
period at the exchange where principally traded.

(2)  Subsequent to the announcement of a merger agreement between Continuum 
and Computer Sciences Corporation on April 29, 1996, the market value of shares
of Continuum held by DST was approximately $319.8 million based upon the closing
price of Continuum common stock on the New York Stock Exchange on that day.


                                      13



PART II.  OTHER INFORMATION
                           

Item 1.  Legal Proceedings

The Company is from time to time a party to litigation arising in the ordinary 
course of its business.  Currently, there are no claims outstanding that would 
have a material adverse effect upon the consolidated results of operations or 
financial condition of the Company.  

Item 2.  Changes in Securities

None.

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted by the Company to security holders during the quarter 
ended March 31, 1996.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:  None

(b)  Reports on Form 8-K:

The Company filed a Form 8-K dated January 25, 1996 under Item 5 of such form, 
reporting the appointment of two additional directors and the announcement of 
financial results for the year ended December 31, 1995.

The Company filed a Form 8-K dated March 22, 1996 under Items 5 and 7 of such 
form, regarding cautionary statements with respect to forward-looking comments 
for purposes of the "safe harbor" provisions of the Private Securities 
Litigation Reform Act of 1995.


                                      14



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Company has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized, and in the capacities indicated on
May 10, 1996.

DST Systems, Inc.

/s/ Kenneth V. Hager
Kenneth V. Hager
Vice President and Chief Financial Officer
(Principal Financial Officer)

                              
                                      15
                                      


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<LEGEND>
THIS SCHEDULE, SUBMITTED AS EXHIBIT 27.1 TO FORM 10-Q, CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEET
AND STATEMENT OF INCOME OF DST SYSTEMS, INC., COMMISSION FILE NUMBER 1-14036,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<NAME> DST SYSTEMS, INC.
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