UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2012
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
Illinois |
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000-51280 |
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36-3297908 |
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22 West Washington Street |
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(312) 696-6000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.*
On October 24, 2012, Morningstar, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
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Description |
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99.1* |
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Press Release dated October 24, 2012. |
* The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MORNINGSTAR, INC. | |
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Date: October 25, 2012 |
By: |
/s/ Richard Scott Cooley |
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Name: |
Richard Scott Cooley |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1* |
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Press Release dated October 24, 2012. |
* The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Exhibit 99.1
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News Release |
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22 West Washington Street |
Telephone: |
+1 312 696-6000 |
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Chicago |
Facsimile: |
+1 312 696-6009 |
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Illinois 60602 |
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Contacts:
Media: Margaret Kirch Cohen, 312-696-6383 or margaret.cohen@morningstar.com
Investors may submit questions to investors@morningstar.com.
FOR IMMEDIATE RELEASE
Morningstar, Inc. Reports Third-Quarter 2012 Financial Results
CHICAGO, Oct. 24, 2012Morningstar, Inc. (NASDAQ: MORN), a leading provider of independent investment research, today announced its third-quarter 2012 financial results. The company reported consolidated revenue of $161.0 million in the third quarter of 2012, a 0.6% increase from $160.1 million in the third quarter of 2011. Consolidated operating income was $39.9 million, an increase of 17.7% compared with $33.9 million in the same period a year ago. Net income was $27.1 million, or 56 cents per diluted share, compared with $21.4 million, or 42 cents per diluted share, in the third quarter of 2011.
Excluding acquisitions and the effect of foreign currency translations, revenue rose 1.9%. Foreign currency translations had an unfavorable effect of $2.1 million. Revenue excluding acquisitions and foreign currency translations (organic revenue) is a non-GAAP measure; the accompanying financial tables contain a reconciliation to consolidated revenue.
In the first nine months of 2012, consolidated revenue was $487.7 million, an increase of 3.1% compared with $472.8 million in the same period in 2011. Consolidated operating income was $111.4 million in the first nine months of 2012, an increase of 6.8% compared with $104.3 million in the same period a year ago. Net income was $75.1 million, or $1.51 per diluted share, in the first nine months of 2012, compared with $70.4 million, or $1.37 per diluted share, in the same period in 2011.
Joe Mansueto, chairman and chief executive officer of Morningstar, said, We had another challenging quarter, and much of the investment industry is still struggling. Still, Morningstar Direct, Morningstar Data, and Morningstar Advisor Workstation continued to show strong organic revenue growth. Meanwhile, our customers in the variable annuity business are facing near-record low interest rates and market volatility.
Mansueto added, During the quarter, we also launched municipal bond research and we hired a Microsoft veteran, James McClamroch, to lead Morningstar.com, our investment website. Weve been clamping down on expenses, and were seeing the benefits of greater cost control in areas such as travel, hiring, and advertising. Were also taking steps to streamline and simplify our product lines and have announced several small divestitures.
International Operations: Revenue from international operations was $46.9 million in the third quarter of 2012, a slight decrease of 0.7% from the same period a year ago. Foreign currency translations reduced international revenue by $2.1 million. Excluding acquisitions and foreign currency translations, international revenue rose 3.7% in the third quarter. International revenue excluding acquisitions and foreign currency translations is a non-GAAP measure; the accompanying financial tables contain a reconciliation to international revenue.
Operating Income: Consolidated operating income was $39.9 million in the third quarter of 2012, a 17.7% increase from the same period in 2011. Operating expense fell $5.1 million, or 4.0%, in the third quarter of 2012. In the first nine months of 2012, consolidated operating income rose 6.8% to $111.4 million compared with $104.3 million in the first nine months of 2011. Operating expense rose $7.7 million, or 2.1%, in the first nine months of 2012.
The largest factor behind the operating expense decrease was bonus expense, which fell $2.6 million, or approximately 25.4%, in the third quarter of 2012. Morningstar reviews and updates its bonus expense quarterly based primarily on its expectations for full-year operating income versus budget.
Operating margin was 24.8% in the third quarter of 2012, up from 21.2% in the same period in 2011. In the first nine months of 2012, operating margin was 22.8%, compared with 22.1% in the first nine months of 2011. Lower bonus expense had a favorable effect on margins of 1.7 percentage points in the third quarter and 1.3 percentage points in the first nine months of 2012.
Morningstar had approximately 3,525 employees worldwide as of Sept. 30, 2012, compared with 3,490 employees as of June 30, 2012 and 3,395 as of Sept. 30, 2011. Headcount rose year over year because of hiring in the companys development center in India as well as in the United States. Morningstar hired about 35 employees in the United States in July as part of the Morningstar Development Program, a career development program for entry-level employees.
Effective Tax Rate: Morningstars effective tax rate in the third quarter of 2012 was 35.9%, compared with 36.6% in the same period in 2011. Year to date, the companys effective tax rate was 35.6% compared with 33.6% in the first nine months of 2011. The year-to-date increase is due primarily to lower credit incentives in the current year.
Free Cash Flow: Morningstar generated free cash flow of $32.5 million in the third quarter of 2012, reflecting cash provided by operating activities of $37.5 million and $5.0 million of capital expenditures. Free cash flow declined by $6.3 million compared with the third quarter of 2011 as cash provided by operating activities declined $7.6 million and capital expenditures declined $1.3 million.
In the first nine months of 2012, Morningstar generated free cash flow of $69.4 million, reflecting cash provided by operating activities of $92.3 million and capital expenditures of $22.9 million. Cash provided by operating activities in the first nine months of 2012 decreased $14.0 million, reflecting the negative cash effect of changes in operating assets and liabilities, and, to a lesser extent, a $5.3 million increase in bonuses paid in the first quarter. Higher net income (adjusted for non-cash items) partially offset the decline. Capital expenditures rose $8.2 million, primarily reflecting computer hardware and software purchases for the companys U.S. operations.
Free cash flow is a non-GAAP measure; the accompanying financial tables contain a reconciliation to cash provided by operating activities. Morningstar defines free cash flow as cash provided by or used for operating activities less capital expenditures.
As of Sept. 30, 2012, Morningstar had cash, cash equivalents, and investments of $343.1 million, compared with $470.2 million as of Dec. 31, 2011. In the first nine months of 2012, the company used $183.7 million of cash for its share repurchase program. Of the $300 million authorized under the program, Morningstar has purchased a total of 3,964,411 shares for $231.6 million as of Sept. 30, 2012. Morningstar ended the quarter with 47.5 million shares outstanding. On Oct. 31, 2012, the company will pay approximately $4.7 million for its regular quarterly dividend.
Business Segment Performance
Investment Information Segment: The largest products and services in this segment based on revenue are Morningstar® Data (formerly Licensed Data); Morningstar® Advisor WorkstationSM (including Morningstar Office); Morningstar DirectSM; and Morningstar.com®, including Premium Memberships and Internet advertising sales.
Revenue was $129.4 million in the third quarter of 2012, a 2.8% increase from $125.8 million in the third quarter of 2011. Morningstar Direct was the primary driver of revenue growth, with licenses increasing 24.3% to 7,115. Morningstar Data and Morningstar Advisor Workstation (primarily Morningstar Office) also contributed to the revenue growth in the segment.
Revenue for Morningstar.com was down because Internet advertising sales were lower and Premium Membership subscriptions for Morningstar.com fell 6.5% to 125,006.
Operating income was $39.0 million in the third quarter of 2012, compared with $31.4 million in the same period in 2011. Operating expense in this segment fell $4.0 million, or 4.2%, primarily because of lower bonus expense and lower discretionary spending, including travel expense.
Operating margin was 30.1% in the third quarter of 2012 versus 25.0% in the prior-year period. The margin increase reflects the higher revenue base and the decrease in operating expense.
Investment Management Segment: The largest products in this segment based on revenue are Investment Advisory Services (formerly Investment Consulting); Retirement Solutions, including Advice by Ibbotson® and Morningstar® Retirement ManagerSM; and Morningstar® Managed PortfoliosSM.
Revenue was $31.6 million in the third quarter of 2012, a 7.7% decrease from $34.2 million in the same period in 2011. The main reason for the revenue decline was the previously announced loss of business from a large client in the Investment Management segment that began managing several fund-of-funds portfolios in-house in April 2012. The loss of revenue from this client was partially offset by higher revenue from Morningstar Managed Portfolios and Retirement Solutions. The variable annuity industry, which accounted for approximately 15% of Investment Management segment revenue in the third quarter of 2012, continues to face challenges. Accordingly, Morningstar expects that there will be further pressure on revenue from clients in the variable annuity industry.
Assets under advisement and management for Investment Advisory Services were $142.4 billion as of Sept. 30, 2012, compared with $119.3 billion as of Sept. 30, 2011. Assets now managed in-house by the client described above represented $11.3 billion, or 9.5%, of the companys Investment Advisory Services assets under advisement and management as of Sept. 30, 2011.
Assets under management and advisement for Retirement Solutions were $45.4 billion as of Sept. 30, 2012, versus $36.3 billion as of Sept. 30, 2011. Assets under management and advisement for Morningstar Managed Portfolios were $4.0 billion as of Sept. 30, 2012, compared with $2.8 billion as of Sept. 30, 2011.
Operating income was $14.8 million in the third quarter of 2012, a decrease of 17.8% compared with the third quarter of 2011. Operating expense in the segment was $16.8 million, an increase of $0.6 million, or 3.5%. Operating margin was 47.0% in the third quarter of 2012 versus 52.7% in the prior-year period.
Intangible Amortization and Corporate Depreciation Expense: Morningstar does not allocate expense for intangible amortization or corporate depreciation to its operating segments. Intangible amortization, which represents the majority of the expense in this category, was $5.9 million in the third quarter of 2012, a decrease of $1.0 million compared with the same period in 2011. Corporate depreciation expense was $2.6 million in the third quarter, an increase of $0.7 million compared with the same period in 2011.
Corporate Unallocated: This category includes costs related to corporate functions, including general management, information technology used to support corporate systems, legal, finance, human resources, marketing, and corporate communications. It also includes capitalization of internal product development costs. Costs in this category were $5.4 million in the third quarter of 2012, a decrease of $1.4 million, or 20.4%. The company capitalized $1.9 million of operating expense in the quarter for software development, compared with $1.6 million in the third quarter of 2011. The total expense recorded in this category benefited $1.0 million from the resolution of a prior-year business tax expense matter.
Investor Communication
Morningstar encourages all interested partiesincluding securities analysts, current shareholders, potential shareholders, and othersto submit questions in writing. Investors and others may send an email to investors@morningstar.com or write to Morningstar at:
Morningstar, Inc.
Investor Relations
22 W. Washington Street
Chicago, IL 60602
Morningstar will make written responses to selected inquiries available to all investors at the same time in Form 8-Ks furnished to the Securities and Exchange Commission, generally on the first Friday of every month.
About Morningstar, Inc.
Morningstar, Inc. is a leading provider of independent investment research in North America, Europe, Australia, and Asia. The company offers an extensive line of products and services for individuals, financial advisors, and institutions. Morningstar provides data on more than 385,000 investment offerings, including stocks, mutual funds, and similar vehicles, along with real-time global market data on more than 8 million equities, indexes, futures, options, commodities, and precious metals, in addition to foreign exchange and Treasury markets. Morningstar also offers investment management services through its registered investment advisor subsidiaries and has approximately $195 billion in assets under advisement and management as of Sept. 30, 2012. The company has operations in 27 countries.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as may, could, expect, intend, plan, seek, anticipate, believe, estimate, predict, potential, or continue. These statements involve known and unknown risks and uncertainties that may cause the events we discussed not to occur or to differ significantly from what we expected. For us, these risks and uncertainties include, among others, general industry conditions and competition, including current global financial uncertainty; the impact of market volatility on revenue from asset-based fees; damage to our reputation resulting from claims made about possible conflicts of interest; liability for any losses that result from an actual or claimed breach of our fiduciary duties; financial services industry consolidation; liability related to the storage of personal information about our users; a prolonged outage of our database and network facilities; challenges faced by our non-U.S. operations; and the availability of free or low-cost investment information. A more complete description of these risks and uncertainties can be found in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011. If any of these risks and uncertainties materialize, our actual future results may vary significantly from what we expected. We do not undertake to update our forward-looking statements as a result of new information or future events.
Non-GAAP Financial Measures
To supplement Morningstars consolidated financial statements presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), Morningstar uses the following measures considered as non-GAAP by the Securities and Exchange Commission: free cash flow, consolidated revenue excluding acquisitions and foreign currency translations (organic revenue), and international revenue excluding acquisitions and foreign currency translations. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
Morningstar presents free cash flow solely as supplemental disclosure to help investors better understand how much cash is available after Morningstar spends money to operate its business. Morningstar uses free cash flow to evaluate its business. Free cash flow should not be considered an alternative to any measure required to be reported under GAAP (such as cash provided by (used for) operating, investing, and financing activities). For more information on free cash flow, please see the reconciliation from cash provided by operating activities to free cash flow included in the accompanying financial tables. Morningstar presents consolidated revenue excluding acquisitions and foreign currency translations (organic revenue) and international revenue excluding acquisitions and foreign currency translations because the company believes these non-GAAP measures help investors better compare period-to-period results. For more information, please see the reconciliation provided in the accompanying financial tables.
All dollar and percentage comparisons, which are often accompanied by words such as increase, decrease, grew, declined, or was similar refer to a comparison with the same period in the previous year unless otherwise stated.
###
©2012 Morningstar, Inc. All Rights Reserved.
MORN-E
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
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Three months ended September 30 |
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Nine months ended September 30 |
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(in thousands, except per share amounts) |
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2012 |
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2011 |
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change |
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2012 |
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2011 |
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change |
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Revenue |
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$ |
160,952 |
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$ |
160,051 |
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0.6% |
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$ |
487,679 |
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$ |
472,829 |
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3.1% |
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Operating expense(1): |
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Cost of goods sold |
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47,711 |
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48,074 |
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(0.8% |
) |
147,479 |
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133,929 |
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10.1% |
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Development |
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12,857 |
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13,482 |
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(4.6% |
) |
38,664 |
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39,151 |
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(1.2% |
) | |||||
Sales and marketing |
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25,732 |
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27,253 |
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(5.6% |
) |
81,431 |
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80,502 |
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1.2% |
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General and administrative |
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23,966 |
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26,431 |
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(9.3% |
) |
77,090 |
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83,255 |
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(7.4% |
) | |||||
Depreciation and amortization |
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10,822 |
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10,947 |
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(1.1% |
) |
31,616 |
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31,712 |
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(0.3% |
) | |||||
Total operating expense |
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121,088 |
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126,187 |
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(4.0% |
) |
376,280 |
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368,549 |
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2.1% |
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Operating income |
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39,864 |
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33,864 |
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17.7% |
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111,399 |
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104,280 |
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6.8% |
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Operating margin |
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24.8% |
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21.2% |
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3.6pp |
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22.8% |
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22.1% |
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0.7pp |
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Non-operating income (expense), net: |
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Interest income (expense), net |
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1,719 |
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797 |
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115.7% |
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3,848 |
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1,142 |
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237.0% |
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Other income (expense), net |
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161 |
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(1,376 |
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NMF |
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(314 |
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(938 |
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(66.5% |
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Non-operating income (expense), net |
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1,880 |
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(579 |
) |
NMF |
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3,534 |
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204 |
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1632.4% |
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Income before income taxes and equity in net income of unconsolidated entities |
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41,744 |
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33,285 |
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25.4% |
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114,933 |
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104,484 |
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10.0% |
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Income tax expense |
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15,186 |
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12,343 |
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23.0% |
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41,441 |
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35,585 |
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16.5% |
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Equity in net income of unconsolidated entities |
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478 |
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428 |
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11.7% |
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1,541 |
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1,397 |
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10.3% |
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Consolidated net income |
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27,036 |
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21,370 |
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26.5% |
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75,033 |
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70,296 |
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6.7% |
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Net loss attributable to noncontrolling interests |
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34 |
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10 |
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240.0% |
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62 |
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106 |
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(41.5% |
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Net income attributable to Morningstar, Inc. |
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$ |
27,070 |
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$ |
21,380 |
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26.6% |
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$ |
75,095 |
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$ |
70,402 |
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6.7% |
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Net income per share attributable to Morningstar, Inc.: |
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Basic |
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$ |
0.56 |
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$ |
0.42 |
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33.3% |
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$ |
1.53 |
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$ |
1.40 |
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9.3% |
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Diluted |
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$ |
0.56 |
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$ |
0.42 |
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33.3% |
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$ |
1.51 |
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$ |
1.37 |
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10.2% |
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Weighted average common shares outstanding: |
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Basic |
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47,975 |
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50,278 |
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49,028 |
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50,082 |
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Diluted |
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48,481 |
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51,123 |
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49,664 |
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51,071 |
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Three months ended September 30 |
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Nine months ended September 30 |
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2012 |
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2011 |
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2012 |
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2011 |
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(1) Includes stock-based compensation expense of: |
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Cost of goods sold |
|
$ |
1,148 |
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$ |
1,117 |
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|
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$ |
3,304 |
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$ |
3,068 |
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| |
Development |
|
471 |
|
545 |
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|
|
1,435 |
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1,588 |
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Sales and marketing |
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493 |
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489 |
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|
|
1,433 |
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1,392 |
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General and administrative |
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1,882 |
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1,800 |
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5,422 |
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5,395 |
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Total stock-based compensation expense |
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$ |
3,994 |
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$ |
3,951 |
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$ |
11,594 |
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$ |
11,443 |
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NMF Not meaningful, pp percentage points |
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Morningstar, Inc. and Subsidiaries
Operating Expense as a Percentage of Revenue
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Three months ended September 30 |
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Nine months ended September 30 |
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|
2012 |
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2011 |
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change |
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2012 |
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2011 |
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change |
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Revenue |
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100.0% |
|
100.0% |
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|
|
100.0% |
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100.0% |
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|
|
Operating expense(1): |
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|
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Cost of goods sold |
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29.6% |
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30.0% |
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(0.4)pp |
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30.2% |
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28.3% |
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1.9pp |
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Development |
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8.0% |
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8.4% |
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(0.4)pp |
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7.9% |
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8.3% |
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(0.4)pp |
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Sales and marketing |
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16.0% |
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17.0% |
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(1.0)pp |
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16.7% |
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17.0% |
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(0.3)pp |
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General and administrative |
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14.9% |
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16.5% |
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(1.6)pp |
|
15.8% |
|
17.6% |
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(1.8)pp |
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Depreciation and amortization |
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6.7% |
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6.8% |
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(0.1)pp |
|
6.5% |
|
6.7% |
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(0.2)pp |
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Total operating expense(2) |
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75.2% |
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78.8% |
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(3.6)pp |
|
77.2% |
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77.9% |
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(0.7)pp |
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Operating margin |
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24.8% |
|
21.2% |
|
3.6pp |
|
22.8% |
|
22.1% |
|
0.7pp |
|
|
|
|
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|
|
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| ||||||||
|
|
Three months ended September 30 |
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Nine months ended September 30 |
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|
|
2012 |
|
2011 |
|
change |
|
2012 |
|
2011 |
|
change |
|
(1) Includes stock-based compensation expense of: |
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|
|
|
|
|
|
|
Cost of goods sold |
|
0.7% |
|
0.7% |
|
|
|
0.7% |
|
0.6% |
|
0.1pp |
|
Development |
|
0.3% |
|
0.3% |
|
|
|
0.3% |
|
0.3% |
|
|
|
Sales and marketing |
|
0.3% |
|
0.3% |
|
|
|
0.3% |
|
0.3% |
|
|
|
General and administrative |
|
1.2% |
|
1.1% |
|
0.1pp |
|
1.1% |
|
1.1% |
|
|
|
Total stock-based compensation expense(2) |
|
2.5% |
|
2.5% |
|
|
|
2.4% |
|
2.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Sum of percentages may not equal total because of rounding. |
|
|
|
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
| ||||||||
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| ||||||||
($000) |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating activities |
|
|
|
|
|
|
|
|
| ||||
Consolidated net income |
|
$ |
27,036 |
|
$ |
21,370 |
|
$ |
75,033 |
|
$ |
70,296 |
|
Adjustments to reconcile consolidated net income to net cash flows from operating activities: |
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
10,822 |
|
10,947 |
|
31,616 |
|
31,712 |
| ||||
Deferred income taxes |
|
193 |
|
(2,013 |
) |
492 |
|
(1,559 |
) | ||||
Stock-based compensation expense |
|
3,994 |
|
3,951 |
|
11,594 |
|
11,443 |
| ||||
Equity in net income of unconsolidated entities |
|
(478 |
) |
(428 |
) |
(1,541 |
) |
(1,397 |
) | ||||
Excess tax benefits from stock-option exercises and vesting of restricted stock units |
|
(459 |
) |
(1,450 |
) |
(5,007 |
) |
(7,621 |
) | ||||
Other, net |
|
(130 |
) |
2,700 |
|
1,332 |
|
2,683 |
| ||||
Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
|
|
| ||||
Accounts receivable |
|
(2,175 |
) |
(1,020 |
) |
(6,569 |
) |
(403 |
) | ||||
Other assets |
|
89 |
|
1,388 |
|
(3,551 |
) |
1,996 |
| ||||
Accounts payable and accrued liabilities |
|
(4,968 |
) |
(15 |
) |
(4,316 |
) |
(5,275 |
) | ||||
Accrued compensation |
|
6,069 |
|
11,286 |
|
(20,851 |
) |
(3,242 |
) | ||||
Deferred revenue |
|
(4,649 |
) |
(7,579 |
) |
7,684 |
|
618 |
| ||||
Income taxes - current |
|
2,695 |
|
6,700 |
|
7,220 |
|
9,442 |
| ||||
Deferred rent |
|
(177 |
) |
(327 |
) |
291 |
|
(984 |
) | ||||
Other liabilities |
|
(335 |
) |
(350 |
) |
(1,111 |
) |
(1,393 |
) | ||||
Cash provided by operating activities |
|
37,527 |
|
45,160 |
|
92,316 |
|
106,316 |
| ||||
Investing activities |
|
|
|
|
|
|
|
|
| ||||
Purchases of investments |
|
(1,041 |
) |
(100,229 |
) |
(134,929 |
) |
(298,876 |
) | ||||
Proceeds from maturities and sales of investments |
|
54,827 |
|
72,239 |
|
216,350 |
|
222,599 |
| ||||
Capital expenditures |
|
(4,954 |
) |
(6,271 |
) |
(22,876 |
) |
(14,689 |
) | ||||
Acquisitions, net of cash acquired |
|
|
|
(269 |
) |
|
|
300 |
| ||||
Purchase of equity and cost method investments |
|
(3,554 |
) |
|
|
(10,304 |
) |
|
| ||||
Other, net |
|
(4 |
) |
90 |
|
(4 |
) |
875 |
| ||||
Cash provided by (used for) investing activities |
|
45,274 |
|
(34,440 |
) |
48,237 |
|
(89,791 |
) | ||||
Financing activities |
|
|
|
|
|
|
|
|
| ||||
Proceeds from stock-option exercises, net |
|
1,979 |
|
1,978 |
|
2,760 |
|
6,630 |
| ||||
Excess tax benefits from stock-option exercises and vesting of restricted stock units |
|
459 |
|
1,450 |
|
5,007 |
|
7,621 |
| ||||
Common shares repurchased |
|
(78,259 |
) |
(28,417 |
) |
(183,698 |
) |
(28,526 |
) | ||||
Dividends paid |
|
(4,863 |
) |
(2,528 |
) |
(14,867 |
) |
(7,539 |
) | ||||
Other, net |
|
2 |
|
(149 |
) |
(18 |
) |
(363 |
) | ||||
Cash used for financing activities |
|
(80,682 |
) |
(27,666 |
) |
(190,816 |
) |
(22,177 |
) | ||||
Effect of exchange rate changes on cash and cash equivalents |
|
2,563 |
|
(3,807 |
) |
2,007 |
|
(254 |
) | ||||
Net increase (decrease) in cash and cash equivalents |
|
4,682 |
|
(20,753 |
) |
(48,256 |
) |
(5,906 |
) | ||||
Cash and cash equivalentsBeginning of period |
|
147,499 |
|
195,023 |
|
200,437 |
|
180,176 |
| ||||
Cash and cash equivalentsEnd of period |
|
$ |
152,181 |
|
$ |
174,270 |
|
$ |
152,181 |
|
$ |
174,270 |
|
|
|
|
|
|
|
|
|
|
| ||||
Reconciliation from cash provided by operating activities to free cash flow (a non-GAAP measure): |
|
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| ||||||||
($000) |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
Cash provided by operating activities |
|
$ |
37,527 |
|
$ |
45,160 |
|
$ |
92,316 |
|
$ |
106,316 |
|
Less: Capital expenditures |
|
(4,954 |
) |
(6,271 |
) |
(22,876 |
) |
(14,689 |
) | ||||
Free cash flow |
|
$ |
32,573 |
|
$ |
38,889 |
|
$ |
69,440 |
|
$ |
91,627 |
|
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
|
|
|
|
|
| ||
|
|
September 30 |
|
December 31 |
| ||
($000) |
|
2012 |
|
2011 |
| ||
|
|
|
|
|
| ||
Assets |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
152,181 |
|
$ |
200,437 |
|
Investments |
|
190,899 |
|
269,755 |
| ||
Accounts receivable, net |
|
119,877 |
|
113,312 |
| ||
Deferred tax asset, net |
|
2,156 |
|
5,104 |
| ||
Income tax receivable, net |
|
5,277 |
|
7,445 |
| ||
Other |
|
22,546 |
|
15,980 |
| ||
Total current assets |
|
492,936 |
|
612,033 |
| ||
|
|
|
|
|
| ||
Property, equipment, and capitalized software, net |
|
77,873 |
|
68,196 |
| ||
Investments in unconsolidated entities |
|
38,278 |
|
27,642 |
| ||
Goodwill |
|
321,134 |
|
318,492 |
| ||
Intangible assets, net |
|
122,832 |
|
139,809 |
| ||
Other assets |
|
8,330 |
|
5,912 |
| ||
Total assets |
|
$ |
1,061,383 |
|
$ |
1,172,084 |
|
|
|
|
|
|
| ||
Liabilities and equity |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable and accrued liabilities |
|
$ |
40,356 |
|
$ |
41,403 |
|
Accrued compensation |
|
55,131 |
|
73,124 |
| ||
Deferred revenue |
|
164,360 |
|
155,494 |
| ||
Other |
|
319 |
|
612 |
| ||
Total current liabilities |
|
260,166 |
|
270,633 |
| ||
|
|
|
|
|
| ||
Accrued compensation |
|
6,802 |
|
5,724 |
| ||
Deferred tax liability, net |
|
14,262 |
|
15,940 |
| ||
Other long-term liabilities |
|
23,422 |
|
22,771 |
| ||
Total liabilities |
|
304,652 |
|
315,068 |
| ||
Total equity |
|
756,731 |
|
857,016 |
| ||
Total liabilities and equity |
|
$ |
1,061,383 |
|
$ |
1,172,084 |
|
Morningstar, Inc. and Subsidiaries
Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| ||||||||||||
($000) |
|
2012 |
|
2011 |
|
change |
|
2012 |
|
2011 |
|
change |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment Information |
|
$ |
129,357 |
|
$ |
125,804 |
|
2.8% |
|
$ |
391,031 |
|
$ |
374,319 |
|
4.5% |
|
Investment Management |
|
31,595 |
|
34,247 |
|
(7.7% |
) |
96,648 |
|
98,510 |
|
(1.9% |
) | ||||
Consolidated revenue |
|
$ |
160,952 |
|
$ |
160,051 |
|
0.6% |
|
$ |
487,679 |
|
$ |
472,829 |
|
3.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
RevenueU.S. |
|
$ |
114,021 |
|
$ |
112,790 |
|
1.1% |
|
$ |
346,442 |
|
$ |
334,395 |
|
3.6% |
|
RevenueInternational |
|
$ |
46,931 |
|
$ |
47,261 |
|
(0.7% |
) |
$ |
141,237 |
|
$ |
138,434 |
|
2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
RevenueU.S. (percentage of consolidated revenue) |
|
70.8% |
|
70.5% |
|
0.3pp |
|
71.0% |
|
70.7% |
|
0.3pp |
| ||||
RevenueInternational (percentage of consolidated revenue) |
|
29.2% |
|
29.5% |
|
(0.3)pp |
|
29.0% |
|
29.3% |
|
(0.3)pp |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment Information |
|
$ |
38,957 |
|
$ |
31,426 |
|
24.0% |
|
$ |
110,644 |
|
$ |
100,830 |
|
9.7% |
|
Investment Management |
|
14,842 |
|
18,062 |
|
(17.8% |
) |
45,606 |
|
53,599 |
|
(14.9% |
) | ||||
Intangible amortization and corporate depreciation expense |
|
(8,495 |
) |
(8,788 |
) |
(3.3% |
) |
(24,668 |
) |
(25,565 |
) |
(3.5% |
) | ||||
Corporate unallocated |
|
(5,440 |
) |
(6,836 |
) |
(20.4% |
) |
(20,183 |
) |
(24,584 |
) |
(17.9% |
) | ||||
Consolidated operating income |
|
$ |
39,864 |
|
$ |
33,864 |
|
17.7% |
|
$ |
111,399 |
|
$ |
104,280 |
|
6.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating margin(1) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment Information |
|
30.1% |
|
25.0% |
|
5.1pp |
|
28.3% |
|
26.9% |
|
1.4pp |
| ||||
Investment Management |
|
47.0% |
|
52.7% |
|
(5.7)pp |
|
47.2% |
|
54.4% |
|
(7.2)pp |
| ||||
Consolidated operating margin |
|
24.8% |
|
21.2% |
|
3.6pp |
|
22.8% |
|
22.1% |
|
0.7pp |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(1) Includes stock-based compensation expense allocated to each segment. |
Morningstar, Inc. and Subsidiaries
Supplemental Data
|
|
|
|
|
| |||||||||
|
|
|
|
As of September 30 |
| |||||||||
|
|
|
|
2012 |
|
2011 |
|
% change |
| |||||
|
|
|
|
|
|
|
|
|
| |||||
Our employees |
|
|
|
|
|
|
|
|
| |||||
Worldwide headcount (approximate) |
|
|
|
3,525 |
|
3,395 |
|
3.8% |
| |||||
Number of worldwide equity and credit analysts (approximate) |
|
|
|
155 |
|
155 |
(1) |
0.0% |
| |||||
Number of worldwide fund analysts (approximate) |
|
|
|
110 |
|
110 |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
| |||||
Our business |
|
|
|
|
|
|
|
|
| |||||
Investment Information |
|
|
|
|
|
|
|
|
| |||||
Morningstar.com Premium Membership subscriptions (U.S.) |
|
|
|
125,006 |
|
133,734 |
|
(6.5% |
) | |||||
Registered users for Morningstar.com (U.S.) |
|
|
|
7,440,867 |
|
6,891,406 |
|
8.0% |
| |||||
U.S. Advisor Workstation and Morningstar Office licenses |
|
|
|
161,957 |
|
160,710 |
(2) |
0.8% |
| |||||
Principia subscriptions |
|
|
|
27,695 |
|
31,318 |
|
(11.6% |
) | |||||
Morningstar Direct licenses |
|
|
|
7,115 |
|
5,726 |
|
24.3% |
| |||||
|
|
|
|
|
|
|
|
|
| |||||
Investment Management |
|
|
|
|
|
|
|
|
| |||||
Assets under advisement and management (approximate) |
|
|
|
|
|
|
|
|
| |||||
Investment Advisory Services |
|
|
|
$ |
142.4 bil |
|
$ |
119.3 bil |
(1) |
19.4% |
| |||
Retirement Solutions |
|
|
|
$ |
45.4 bil |
|
$ |
36.3 bil |
|
25.1% |
| |||
Morningstar Managed Portfolios |
|
|
|
$ |
4.0 bil |
|
$ |
2.8 bil |
|
42.9% |
| |||
Ibbotson Australia |
|
|
|
$ |
3.1 bil |
|
$ |
2.8 bil |
|
10.7% |
| |||
|
|
|
|
|
|
|
|
|
| |||||
(1) Revised |
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
| |||||
(2) Revised to include licenses from the Annuity Intelligence business |
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| |||||||||
($000) |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| |||||
Effective tax rate |
|
|
|
|
|
|
|
|
| |||||
Income before income taxes and equity in net income of unconsolidated entities |
|
$ |
41,744 |
|
$ |
33,285 |
|
$ |
114,933 |
|
$ |
104,484 |
| |
Equity in net income of unconsolidated entities |
|
478 |
|
428 |
|
1,541 |
|
1,397 |
| |||||
Net loss attributable to noncontrolling interests |
|
34 |
|
10 |
|
62 |
|
106 |
| |||||
Total |
|
$ |
42,256 |
|
$ |
33,723 |
|
$ |
116,536 |
|
$ |
105,987 |
| |
Income tax expense |
|
$ |
15,186 |
|
$ |
12,343 |
|
$ |
41,441 |
|
$ |
35,585 |
| |
Effective tax rate |
|
35.9% |
|
36.6% |
|
35.6% |
|
33.6% |
| |||||
Morningstar, Inc. and Subsidiaries
Reconciliations of Non-GAAP Measures with the Nearest Comparable GAAP Measures
Reconciliation from consolidated revenue to revenue excluding acquisitions and foreign currency translations (organic revenue):
|
|
|
|
|
| ||||||||||||
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| ||||||||||||
($000) |
|
2012 |
|
2011 |
|
% change |
|
2012 |
|
2011 |
|
% change |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Consolidated revenue |
|
$ |
160,952 |
|
$ |
160,051 |
|
0.6% |
|
$ |
487,679 |
|
$ |
472,829 |
|
3.1% |
|
Less: acquisitions |
|
|
|
|
|
n/a |
|
|
|
|
|
n/a |
| ||||
Unfavorable impact of foreign currency translations |
|
2,085 |
|
|
|
NMF |
|
4,912 |
|
|
|
NMF |
| ||||
Revenue excluding acquisitions and foreign currency translations |
|
$ |
163,037 |
|
$ |
160,051 |
|
1.9% |
|
$ |
492,591 |
|
$ |
472,829 |
|
4.2% |
|
Reconciliation from international revenue to international revenue excluding acquisitions and foreign currency translations:
|
|
|
|
|
| ||||||||||||
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| ||||||||||||
($000) |
|
2012 |
|
2011 |
|
% change |
|
2012 |
|
2011 |
|
% change |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
International revenue |
|
$ |
46,931 |
|
$ |
47,261 |
|
(0.7% |
) |
$ |
141,237 |
|
$ |
138,434 |
|
2.0% |
|
Less: acquisitions |
|
|
|
|
|
n/a |
|
|
|
|
|
n/a |
| ||||
Unfavorable impact of foreign currency translations |
|
2,085 |
|
|
|
NMF |
|
4,912 |
|
|
|
NMF |
| ||||
International revenue excluding acquisitions and foreign currency translations |
|
$ |
49,016 |
|
$ |
47,261 |
|
3.7% |
|
$ |
146,149 |
|
$ |
138,434 |
|
5.6% |
|
The following table summarizes the change in operating expense:
|
|
|
|
|
| ||||||||||||||
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
| ||||||||||||||
($000) |
|
2012 |
|
2011 |
|
$ change |
|
2012 |
|
2011 |
|
$ change |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total operating expense |
|
$ |
121,088 |
|
$ |
126,187 |
|
$ |
(5,099 |
) |
$ |
376,280 |
|
$ |
368,549 |
|
$ |
7,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Acquisitions |
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
| ||||
Favorable impact of foreign currency translations |
|
|
|
|
|
(1,735 |
) |
|
|
|
|
(3,946 |
) | ||||||
All other changes in operating expense |
|
|
|
|
|
(3,364 |
) |
|
|
|
|
11,677 |
| ||||||
Total |
|
|
|
|
|
$ |
(5,099 |
) |
|
|
|
|
$ |
7,731 |
| ||||