UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 2015
OR
o 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: 000-51280
MORNINGSTAR, INC.
(Exact Name of Registrant as Specified in its Charter)
Illinois | 36-3297908 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification Number) | |
22 West Washington Street | ||
Chicago, Illinois | 60602 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(312) 696-6000
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company) | |||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 24, 2015, there were 44,247,059 shares of the Company’s common stock, no par value, outstanding.
MORNINGSTAR, INC. AND SUBSIDIARIES
INDEX
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 | ||||
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014 | ||||
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014 | ||||
Unaudited Condensed Consolidated Statement of Equity for the six months ended June 30, 2015 | ||||
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 | ||||
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PART 1. | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
3
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions except per share amounts) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Revenue | $ | 202.1 | $ | 189.4 | $ | 391.9 | $ | 370.6 | ||||||||
Operating expense: | ||||||||||||||||
Cost of revenue | 83.2 | 81.5 | 161.8 | 157.1 | ||||||||||||
Sales and marketing | 25.1 | 27.9 | 50.5 | 56.4 | ||||||||||||
General and administrative | 27.8 | 30.4 | 53.9 | 56.5 | ||||||||||||
Depreciation and amortization | 16.3 | 13.4 | 31.4 | 25.8 | ||||||||||||
Litigation settlement | — | 61.0 | — | 61.0 | ||||||||||||
Total operating expense | 152.4 | 214.2 | 297.6 | 356.8 | ||||||||||||
Operating income (loss) | 49.7 | (24.8 | ) | 94.3 | 13.8 | |||||||||||
Non-operating income (expense): | ||||||||||||||||
Interest income, net | 0.1 | 0.6 | 0.3 | 1.2 | ||||||||||||
Gain on sale of investments, reclassified from other comprehensive income | 0.5 | 0.4 | 0.4 | 0.3 | ||||||||||||
Holding gain upon acquisition of additional ownership of equity and cost method investments | — | 5.2 | — | 5.2 | ||||||||||||
Other expense, net | — | (0.3 | ) | (0.4 | ) | — | ||||||||||
Non-operating income, net | 0.6 | 5.9 | 0.3 | 6.7 | ||||||||||||
Income (loss) before income taxes and equity in net income of unconsolidated entities | 50.3 | (18.9 | ) | 94.6 | 20.5 | |||||||||||
Equity in net income of unconsolidated entities | 0.6 | 0.5 | 1.0 | 1.1 | ||||||||||||
Income tax expense (benefit) | 18.7 | (8.6 | ) | 33.6 | 5.0 | |||||||||||
Consolidated net income (loss) | 32.2 | (9.8 | ) | 62.0 | 16.6 | |||||||||||
Net income attributable to the noncontrolling interest | — | — | (0.2 | ) | — | |||||||||||
Net income (loss) attributable to Morningstar, Inc. | $ | 32.2 | $ | (9.8 | ) | $ | 61.8 | $ | 16.6 | |||||||
Net income (loss) per share attributable to Morningstar, Inc.: | ||||||||||||||||
Basic | $ | 0.73 | $ | (0.22 | ) | $ | 1.39 | $ | 0.37 | |||||||
Diluted | $ | 0.72 | $ | (0.22 | ) | $ | 1.39 | $ | 0.37 | |||||||
Dividends per common share: | ||||||||||||||||
Dividends declared per common share | $ | 0.19 | $ | 0.17 | $ | 0.38 | $ | 0.34 | ||||||||
Dividends paid per common share | $ | 0.19 | $ | 0.17 | $ | 0.38 | $ | 0.34 | ||||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 44.3 | 44.8 | 44.3 | 44.8 | ||||||||||||
Diluted | 44.4 | 44.8 | 44.4 | 45.0 | ||||||||||||
See notes to unaudited condensed consolidated financial statements.
4
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Consolidated net income (loss) | $ | 32.2 | $ | (9.8 | ) | $ | 62.0 | $ | 16.6 | |||||||
Other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation adjustment | 8.8 | 2.9 | (11.0 | ) | 5.3 | |||||||||||
Unrealized gains (losses) on securities, net of tax: | ||||||||||||||||
Unrealized holding gains (losses) arising during period | (0.6 | ) | 0.3 | (0.5 | ) | 0.4 | ||||||||||
Reclassification (gains) losses included in net income | 0.3 | (0.3 | ) | 0.3 | (0.2 | ) | ||||||||||
Other comprehensive income (loss) | 8.5 | 2.9 | (11.2 | ) | 5.5 | |||||||||||
Comprehensive income (loss) | 40.7 | (6.9 | ) | 50.8 | 22.1 | |||||||||||
Comprehensive income attributable to noncontrolling interest | — | — | (0.2 | ) | — | |||||||||||
Comprehensive income (loss) attributable to Morningstar, Inc. | $ | 40.7 | $ | (6.9 | ) | $ | 50.6 | $ | 22.1 | |||||||
See notes to unaudited condensed consolidated financial statements.
5
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of June 30 | As of December 31 | |||||||
(in millions except share amounts) | 2015 | 2014 | ||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 225.6 | $ | 185.2 | ||||
Investments | 33.0 | 39.4 | ||||||
Accounts receivable, less allowance of $1.9 and $1.5, respectively | 143.9 | 136.7 | ||||||
Deferred tax asset, net | 10.5 | 9.0 | ||||||
Income tax receivable | — | 6.9 | ||||||
Other current assets | 22.4 | 22.6 | ||||||
Total current assets | 435.4 | 399.8 | ||||||
Property, equipment, and capitalized software, less accumulated depreciation and amortization of $151.0 and $132.9, respectively | 122.6 | 117.6 | ||||||
Investments in unconsolidated entities | 34.9 | 28.8 | ||||||
Goodwill | 364.2 | 370.1 | ||||||
Intangible assets, net | 83.5 | 95.9 | ||||||
Other assets | 7.0 | 7.1 | ||||||
Total assets | $ | 1,047.6 | $ | 1,019.3 | ||||
Liabilities and equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 36.0 | $ | 34.3 | ||||
Accrued compensation | 58.9 | 80.5 | ||||||
Deferred revenue | 163.1 | 146.0 | ||||||
Short-term debt | 35.0 | 30.0 | ||||||
Income tax payable | 8.4 | — | ||||||
Other current liabilities | 3.6 | 3.0 | ||||||
Total current liabilities | 305.0 | 293.8 | ||||||
Accrued compensation | 8.2 | 7.9 | ||||||
Deferred tax liability, net | 28.7 | 26.0 | ||||||
Deferred rent | 26.3 | 26.4 | ||||||
Other long-term liabilities | 9.5 | 10.8 | ||||||
Total liabilities | 377.7 | 364.9 | ||||||
Equity: | ||||||||
Morningstar, Inc. shareholders’ equity: | ||||||||
Common stock, no par value, 200,000,000 shares authorized, of which 44,247,059 and 44,345,763 shares were outstanding as of June 30, 2015 and December 31, 2014, respectively | — | — | ||||||
Treasury stock at cost, 8,605,118 shares as of June 30, 2015 and 8,257,214 shares as of December 31, 2014 | (550.6 | ) | (524.3 | ) | ||||
Additional paid-in capital | 569.0 | 561.1 | ||||||
Retained earnings | 686.4 | 641.5 | ||||||
Accumulated other comprehensive income (loss): | ||||||||
Currency translation adjustment | (36.1 | ) | (25.1 | ) | ||||
Unrealized gain on available-for-sale investments | 0.1 | 0.3 | ||||||
Total accumulated other comprehensive loss | (36.0 | ) | (24.8 | ) | ||||
Total Morningstar, Inc. shareholders’ equity | 668.8 | 653.5 | ||||||
Noncontrolling interests | 1.1 | 0.9 | ||||||
Total equity | 669.9 | 654.4 | ||||||
Total liabilities and equity | $ | 1,047.6 | $ | 1,019.3 | ||||
See notes to unaudited condensed consolidated financial statements.
6
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statement of Equity
For the six months ended June 30, 2015
Morningstar, Inc. Shareholders’ Equity | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Non- Controlling Interests | |||||||||||||||||||||||||||||
(in millions, except share amounts) | Shares Outstanding | Par Value | Treasury Stock | Retained Earnings | Total Equity | ||||||||||||||||||||||||||
Balance as of December 31, 2014 | 44,345,763 | $ | — | $ | (524.3 | ) | $ | 561.1 | $ | 641.5 | $ | (24.8 | ) | $ | 0.9 | $ | 654.4 | ||||||||||||||
Net income | — | — | — | 61.8 | — | 0.2 | 62.0 | ||||||||||||||||||||||||
Other comprehensive loss: | |||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale investments, net of income tax of $0.3 | — | — | — | — | (0.5 | ) | — | (0.5 | ) | ||||||||||||||||||||||
Reclassification of adjustments for losses included in net income, net of income tax of $0.2 | — | — | — | — | 0.3 | — | 0.3 | ||||||||||||||||||||||||
Foreign currency translation adjustment, net | — | — | — | — | (11.0 | ) | — | (11.0 | ) | ||||||||||||||||||||||
Other comprehensive loss, net | — | — | — | — | (11.2 | ) | — | (11.2 | ) | ||||||||||||||||||||||
Issuance of common stock related to stock-option exercises and vesting of restricted stock units, net | 267,066 | — | 1.4 | (3.1 | ) | — | — | — | (1.7 | ) | |||||||||||||||||||||
Stock-based compensation | — | — | 8.9 | — | — | — | 8.9 | ||||||||||||||||||||||||
Excess tax benefit derived from stock-option exercises and vesting of restricted stock units | — | — | 2.1 | — | — | — | 2.1 | ||||||||||||||||||||||||
Common shares repurchased | (365,770 | ) | — | (27.7 | ) | — | — | — | — | (27.7 | ) | ||||||||||||||||||||
Dividends declared — common shares outstanding | — | — | — | (16.9 | ) | — | — | (16.9 | ) | ||||||||||||||||||||||
Balance as of June 30, 2015 | 44,247,059 | $ | — | $ | (550.6 | ) | $ | 569.0 | $ | 686.4 | $ | (36.0 | ) | $ | 1.1 | $ | 669.9 | ||||||||||||||
See notes to unaudited condensed consolidated financial statements.
7
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
Six months ended June 30 | ||||||||
(in millions) | 2015 | 2014 | ||||||
Operating activities | ||||||||
Consolidated net income | $ | 62.0 | $ | 16.6 | ||||
Adjustments to reconcile consolidated net income to net cash flows from operating activities: | ||||||||
Depreciation and amortization | 31.4 | 25.8 | ||||||
Deferred income taxes | 1.3 | (2.6 | ) | |||||
Stock-based compensation expense | 8.9 | 8.3 | ||||||
Provision for (recoveries of) bad debts | 0.4 | (0.3 | ) | |||||
Equity in net income of unconsolidated entities | (1.0 | ) | (1.1 | ) | ||||
Excess tax benefits from stock-option exercises and vesting of restricted stock units | (2.1 | ) | (1.9 | ) | ||||
Holding gain upon acquisition of additional ownership of equity and cost method investments | — | (5.2 | ) | |||||
Other, net | — | (0.8 | ) | |||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||
Accounts receivable | (8.8 | ) | (19.3 | ) | ||||
Other assets | — | 0.2 | ||||||
Accounts payable and accrued liabilities | 2.0 | 61.2 | ||||||
Accrued compensation | (18.1 | ) | (8.7 | ) | ||||
Income taxes—current | 15.7 | (12.2 | ) | |||||
Deferred revenue | 19.1 | 8.8 | ||||||
Deferred rent | 0.1 | (1.0 | ) | |||||
Other liabilities | — | (1.1 | ) | |||||
Cash provided by operating activities | 110.9 | 66.7 | ||||||
Investing activities | ||||||||
Purchases of investments | (14.0 | ) | (7.7 | ) | ||||
Proceeds from maturities and sales of investments | 20.5 | 95.5 | ||||||
Capital expenditures | (27.6 | ) | (30.8 | ) | ||||
Acquisitions, net of cash acquired | — | (64.4 | ) | |||||
Other, net | (5.1 | ) | 0.2 | |||||
Cash used for investing activities | (26.2 | ) | (7.2 | ) | ||||
Financing activities | ||||||||
Common shares repurchased | (27.7 | ) | (36.7 | ) | ||||
Dividends paid | (16.9 | ) | (15.3 | ) | ||||
Proceeds from short-term debt | 15.0 | — | ||||||
Repayment of short-term debt | (10.0 | ) | — | |||||
Proceeds from stock-option exercises | 3.2 | 2.1 | ||||||
Employee taxes withheld for restricted stock units | (4.9 | ) | (5.0 | ) | ||||
Excess tax benefits from stock-option exercises and vesting of restricted stock units | 2.1 | 1.9 | ||||||
Other, net | 0.1 | — | ||||||
Cash used for financing activities | (39.1 | ) | (53.0 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | (5.2 | ) | 1.6 | |||||
Net increase in cash and cash equivalents | 40.4 | 8.1 | ||||||
Cash and cash equivalents—beginning of period | 185.2 | 168.2 | ||||||
Cash and cash equivalents—end of period | $ | 225.6 | $ | 176.3 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for income taxes | $ | 14.5 | $ | 19.9 | ||||
Supplemental information of non-cash investing and financing activities: | ||||||||
Unrealized gain on available-for-sale investments | $ | 0.3 | $ | 0.3 | ||||
Equipment obtained under long-term financing arrangement | $ | 1.3 | $ | — | ||||
See notes to unaudited condensed consolidated financial statements.
8
MORNINGSTAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation of Interim Financial Information
The accompanying condensed consolidated financial statements of Morningstar, Inc. and subsidiaries (Morningstar, we, our, the company) have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (SEC). The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenue, and expenses. Actual results could differ from those estimates. In the opinion of management, the statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly our financial position, results of operations, equity, and cash flows. These financial statements and notes are unaudited and should be read in conjunction with our Audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 27, 2015.
The acronyms that appear in the Notes to our Unaudited Condensed Consolidated Financial Statements refer to the following:
ASC: Accounting Standards Codification
ASU: Accounting Standards Update
FASB: Financial Accounting Standards Board
2. Summary of Significant Accounting Policies
We discuss our significant accounting policies in Note 3 of our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 27, 2015.
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for us on January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU No. 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.
9
3. Credit Arrangements
In July 2015, we renewed our $75.0 million, single-bank revolving credit facility. We had an outstanding principal balance of $35.0 million at an interest rate of LIBOR plus 100 basis points as of June 30, 2015. On July 20, 2015, we repaid the outstanding principal balance of $35.0 million, leaving full availability of the facility.
4. Goodwill and Other Intangible Assets
Goodwill
The following table shows the changes in our goodwill balances from December 31, 2014 to June 30, 2015:
(in millions) | ||||
Balance as of December 31, 2014 | $ | 370.1 | ||
Foreign currency translation | (5.9 | ) | ||
Balance as of June 30, 2015 | $ | 364.2 | ||
We did not record any impairment losses in the first six months of 2015 or 2014. We perform our annual impairment reviews in the fourth quarter.
Intangible Assets
The following table summarizes our intangible assets:
As of June 30, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||||
(in millions) | Gross | Accumulated Amortization | Net | Weighted Average Useful Life (years) | Gross | Accumulated Amortization | Net | Weighted Average Useful Life (years) | ||||||||||||||||||||
Intellectual property | $ | 28.6 | $ | (25.9 | ) | $ | 2.7 | 9 | $ | 29.0 | $ | (25.0 | ) | $ | 4.0 | 9 | ||||||||||||
Customer-related assets | 139.4 | (88.2 | ) | 51.2 | 12 | 141.5 | (83.6 | ) | 57.9 | 12 | ||||||||||||||||||
Supplier relationships | 0.2 | (0.1 | ) | 0.1 | 20 | 0.2 | (0.1 | ) | 0.1 | 20 | ||||||||||||||||||
Technology-based assets | 88.5 | (61.2 | ) | 27.3 | 8 | 88.8 | (57.4 | ) | 31.4 | 8 | ||||||||||||||||||
Non-competition agreement | 4.3 | (2.1 | ) | 2.2 | 5 | 4.4 | (1.9 | ) | 2.5 | 5 | ||||||||||||||||||
Total intangible assets | $ | 261.0 | $ | (177.5 | ) | $ | 83.5 | 10 | $ | 263.9 | $ | (168.0 | ) | $ | 95.9 | 10 | ||||||||||||
The following table summarizes our amortization expense related to intangible assets:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Amortization expense | $ | 5.4 | $ | 5.5 | $ | 10.9 | $ | 10.6 | ||||||||
We amortize intangible assets using the straight-line method over their expected economic useful lives.
10
We expect intangible amortization expense for the remainder of 2015 and subsequent years as follows:
(in millions) | ||||
Remainder of 2015 (from July 1 through December 31) | $ | 10.8 | ||
2016 | 17.2 | |||
2017 | 12.8 | |||
2018 | 10.6 | |||
2019 | 7.9 | |||
Thereafter | 24.2 | |||
Our estimates of future amortization expense for intangible assets may be affected by acquisitions, divestitures, changes in the estimated average useful life, and currency translations.
11
5. Income Per Share
The following table shows how we reconcile our net income and the number of shares used in computing basic and diluted income per share:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions, except per share amounts) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Basic net income (loss) per share attributable to Morningstar, Inc.: | ||||||||||||||||
Net income (loss) attributable to Morningstar, Inc.: | $ | 32.2 | $ | (9.8 | ) | $ | 61.8 | $ | 16.6 | |||||||
Less: Distributed earnings available to participating securities | — | — | — | — | ||||||||||||
Less: Undistributed earnings available to participating securities | — | — | — | — | ||||||||||||
Numerator for basic net income (loss) per share — undistributed and distributed earnings available to common shareholders | $ | 32.2 | $ | (9.8 | ) | $ | 61.8 | $ | 16.6 | |||||||
Weighted average common shares outstanding | 44.3 | 44.8 | 44.3 | 44.8 | ||||||||||||
Basic net income (loss) per share attributable to Morningstar, Inc. | $ | 0.73 | $ | (0.22 | ) | $ | 1.39 | $ | 0.37 | |||||||
Diluted net income (loss) per share attributable to Morningstar, Inc.: | ||||||||||||||||
Numerator for basic net income (loss) per share — undistributed and distributed earnings available to common shareholders | $ | 32.2 | $ | (9.8 | ) | $ | 61.8 | $ | 16.6 | |||||||
Add: Undistributed earnings allocated to participating securities | — | — | — | — | ||||||||||||
Less: Undistributed earnings reallocated to participating securities | — | — | — | — | ||||||||||||
Numerator for diluted net income (loss) per share — undistributed and distributed earnings available to common shareholders | $ | 32.2 | $ | (9.8 | ) | $ | 61.8 | $ | 16.6 | |||||||
Weighted average common shares outstanding | 44.3 | 44.8 | 44.3 | 44.8 | ||||||||||||
Net effect of dilutive stock options, restricted stock units, and performance share awards | 0.1 | — | 0.1 | 0.2 | ||||||||||||
Weighted average common shares outstanding for computing diluted income per share | 44.4 | 44.8 | 44.4 | 45.0 | ||||||||||||
Diluted net income (loss) per share attributable to Morningstar, Inc. | $ | 0.72 | $ | (0.22 | ) | $ | 1.39 | $ | 0.37 | |||||||
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The following table shows the number of restricted stock units and performance share awards excluded from our calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
Three months ended June 30 | Six months ended June 30 | |||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | ||||||||
Weighted average stock options | — | 160 | — | — | ||||||||
Weighted average restricted stock units | 43 | 108 | 42 | 18 | ||||||||
Weighted average performance share awards | 15 | 10 | 6 | — | ||||||||
Weighted average restricted stock | — | 3 | — | 6 | ||||||||
Total | 58 | 281 | 48 | 24 | ||||||||
Stock options and restricted stock could be included in the calculation in the future.
6. Segment and Geographical Area Information
Segment Information
We report our results in a single reportable segment, which reflects how our chief operating decision maker allocates resources and evaluates our financial results.
Because we have one reportable segment, all required financial segment information can be found directly in the Unaudited Condensed Consolidated Financial Statements.
The accounting policies for our single reportable segment are the same as those described in “Note 3. Summary of Significant Accounting Policies” included in our Annual Report on Form 10-K for the year ended December 31, 2014. We evaluate the performance of our reporting segment based on revenue and operating income.
Geographical Area Information
The tables below summarize our revenue and long-lived assets by geographical area:
External revenue by geographical area | ||||||||||||||||
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
United States | $ | 151.2 | $ | 136.5 | $ | 292.1 | $ | 266.4 | ||||||||
United Kingdom | 16.0 | 15.6 | 30.8 | 31.0 | ||||||||||||
Continental Europe | 14.4 | 15.9 | 28.7 | 31.5 | ||||||||||||
Australia | 8.0 | 9.2 | 15.7 | 17.4 | ||||||||||||
Canada | 7.1 | 7.5 | 14.0 | 15.2 | ||||||||||||
Asia | 4.4 | 3.9 | 8.8 | 7.6 | ||||||||||||
Other | 1.0 | 0.8 | 1.8 | 1.5 | ||||||||||||
Total International | 50.9 | 52.9 | 99.8 | 104.2 | ||||||||||||
Consolidated revenue | $ | 202.1 | $ | 189.4 | $ | 391.9 | $ | 370.6 | ||||||||
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Long-lived assets by geographical area | ||||||||
As of June 30 | As of December 31 | |||||||
(in millions) | 2015 | 2014 | ||||||
United States | $ | 104.2 | $ | 98.1 | ||||
United Kingdom | 8.4 | 8.1 | ||||||
Continental Europe | 2.0 | 2.1 | ||||||
Australia | 1.0 | 0.8 | ||||||
Canada | 0.7 | 0.9 | ||||||
Asia | 6.2 | 7.5 | ||||||
Other | 0.1 | 0.1 | ||||||
Total International | 18.4 | 19.5 | ||||||
Consolidated property, equipment, and capitalized software, net | $ | 122.6 | $ | 117.6 | ||||
7. Investments and Fair Value Measurements
We account for our investments in accordance with FASB ASC 320, Investments—Debt and Equity Securities. We classify our investments into three categories: available-for-sale, held-to-maturity, and trading securities. Our investment portfolio is primarily invested in proprietary Morningstar portfolios, exchange-traded funds that seek to track the performance of certain Morningstar proprietary indexes, and various mutual funds. We classify our investment portfolio as shown below:
As of June 30 | As of December 31 | |||||||
(in millions) | 2015 | 2014 | ||||||
Available-for-sale | $ | 8.8 | $ | 13.2 | ||||
Held-to-maturity | 15.1 | 17.9 | ||||||
Trading securities | 9.1 | 8.3 | ||||||
Total | $ | 33.0 | $ | 39.4 | ||||
The following table shows the cost, unrealized gains (losses), and fair value of investments classified as available-for-sale and held-to-maturity:
As of June 30, 2015 | As of December 31, 2014 | |||||||||||||||||||||||||||||||
(in millions) | Cost | Unrealized Gain | Unrealized Loss | Fair Value | Cost | Unrealized Gain | Unrealized Loss | Fair Value | ||||||||||||||||||||||||
Available-for-sale: | ||||||||||||||||||||||||||||||||
Equity securities and exchange-traded funds | $ | 7.4 | $ | 0.3 | $ | (0.2 | ) | $ | 7.5 | $ | 11.4 | $ | 0.8 | $ | (0.3 | ) | $ | 11.9 | ||||||||||||||
Mutual funds | 1.2 | 0.2 | (0.1 | ) | 1.3 | 1.2 | 0.2 | (0.1 | ) | 1.3 | ||||||||||||||||||||||
Total | $ | 8.6 | $ | 0.5 | $ | (0.3 | ) | $ | 8.8 | $ | 12.6 | $ | 1.0 | $ | (0.4 | ) | $ | 13.2 | ||||||||||||||
Held-to-maturity: | ||||||||||||||||||||||||||||||||
Certificates of deposit | $ | 15.1 | $ | — | $ | — | $ | 15.1 | $ | 17.9 | $ | — | $ | — | $ | 17.9 | ||||||||||||||||
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As of June 30, 2015 and December 31, 2014, investments with unrealized losses for greater than a 12-month period were not material to the Condensed Consolidated Balance Sheets and were not deemed to have other than temporary declines in value.
The table below shows the cost and fair value of investments classified as available-for-sale and held-to-maturity based on their contractual maturities as of June 30, 2015 and December 31, 2014. The expected maturities of certain fixed-income securities may differ from their contractual maturities because some of these holdings have call features that allow the issuers the right to prepay obligations without penalties.
As of June 30, 2015 | As of December 31, 2014 | |||||||||||||||
(in millions) | Cost | Fair Value | Cost | Fair Value | ||||||||||||
Available-for-sale: | ||||||||||||||||
Equity securities, exchange-traded funds, and mutual funds | $ | 8.6 | $ | 8.8 | $ | 12.6 | $ | 13.2 | ||||||||
Total | $ | 8.6 | $ | 8.8 | $ | 12.6 | $ | 13.2 | ||||||||
Held-to-maturity: | ||||||||||||||||
Due in one year or less | $ | 15.1 | $ | 15.1 | $ | 17.9 | $ | 17.9 | ||||||||
Total | $ | 15.1 | $ | 15.1 | $ | 17.9 | $ | 17.9 | ||||||||
As of June 30, 2015 and December 31, 2014, held-to-maturity investments included a $1.5 million certificate of deposit held primarily as collateral against bank guarantees for our office leases, primarily in Australia.
The following table shows the realized gains and losses arising from sales of our investments classified as available-for-sale recorded in our Condensed Consolidated Statements of Operations:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Realized gains | $ | 0.7 | $ | 0.4 | $ | 0.9 | $ | 0.6 | ||||||||
Realized losses | (0.2 | ) | — | (0.5 | ) | (0.3 | ) | |||||||||
Realized gains, net | $ | 0.5 | $ | 0.4 | $ | 0.4 | $ | 0.3 | ||||||||
We determine realized gains and losses using the specific identification method.
The following table shows the net unrealized gains on trading securities as recorded in our Condensed Consolidated Statements of Operations:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Unrealized gains (losses), net | $ | 0.2 | $ | (0.2 | ) | $ | 0.3 | $ | (0.2 | ) | ||||||
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The table below shows the fair value of our assets subject to fair value measurements that are measured at fair value on a recurring basis using the fair value hierarchy and the necessary disclosures under FASB ASC 820, Fair Value Measurement:
Fair Value | Fair Value Measurements as of June 30, 2015 | |||||||||||||||
as of | Using Fair Value Hierarchy | |||||||||||||||
(in millions) | June 30, 2015 | Level 1 | Level 2 | Level 3 | ||||||||||||
Available-for-sale investments: | ||||||||||||||||
Equity securities and exchange-traded funds | $ | 7.5 | $ | 7.5 | $ | — | $ | — | ||||||||
Mutual funds | 1.3 | 1.3 | — | — | ||||||||||||
Trading securities | 9.1 | 9.1 | — | — | ||||||||||||
Cash equivalents | 0.5 | 0.5 | — | — | ||||||||||||
Total | $ | 18.4 | $ | 18.4 | $ | — | $ | — | ||||||||
Fair Value | Fair Value Measurements as of December 31, 2014 | |||||||||||||||
as of | Using Fair Value Hierarchy | |||||||||||||||
(in millions) | December 31, 2014 | Level 1 | Level 2 | Level 3 | ||||||||||||
Available-for-sale investments: | ||||||||||||||||
Equity securities and exchange-traded funds | $ | 11.9 | $ | 11.9 | $ | — | $ | — | ||||||||
Mutual funds | 1.3 | 1.3 | — | — | ||||||||||||
Trading securities | 8.3 | 8.3 | — | — | ||||||||||||
Cash equivalents | 0.5 | 0.5 | — | — | ||||||||||||
Total | $ | 22.0 | $ | 22.0 | $ | — | $ | — | ||||||||
Level 1: | Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. |
Level 2: | Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
Level 3: | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Based on our analysis of the nature and risks of our investments in equity securities and mutual funds, we have determined that presenting each of these investment categories in the aggregate is appropriate.
We measure the fair value of money market funds, mutual funds, equity securities, and exchange-traded funds based on quoted prices in active markets for identical assets or liabilities. We did not hold any securities categorized as Level 2 or Level 3 as of June 30, 2015 and December 31, 2014.
8. Stock-Based Compensation
Stock-Based Compensation Plans
Our shareholders approved the Morningstar 2011 Stock Incentive Plan (the 2011 Plan) on May 17, 2011. As of that date, we stopped granting awards under the Morningstar 2004 Stock Incentive Plan (the 2004 Plan). The 2004 Plan amended and restated the Morningstar 1993 Stock Option Plan, the Morningstar 2000 Stock Option Plan, and the Morningstar 2001 Stock Option Plan.
The 2011 Plan provides for a variety of stock-based awards, including, among other things, stock options, performance share awards, restricted stock units, and restricted stock. We granted stock options, restricted stock units, and restricted stock under the 2004 Plan.
All of our employees and our non-employee directors are eligible for awards under the 2011 Plan.
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Grants awarded under the 2011 Plan or the 2004 Plan that are forfeited, canceled, settled, or otherwise terminated without a distribution of shares, or shares withheld by us in connection with the exercise of options, will be available for awards under the 2011 Plan. Any shares subject to awards under the 2011 Plan, but not under the 2004 Plan, that are withheld by us in connection with the payment of any required income tax withholding will be available for awards under the 2011 Plan.
Accounting for Stock-Based Compensation Awards
The following table summarizes the stock-based compensation expense included in each of our operating expense categories:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Cost of revenue | $ | 2.1 | $ | 2.0 | $ | 4.1 | $ | 3.7 | ||||||||
Sales and marketing | 0.6 | 0.5 | 1.1 | 1.0 | ||||||||||||
General and administrative | 1.9 | 1.9 | 3.7 | 3.6 | ||||||||||||
Total stock-based compensation expense | $ | 4.6 | $ | 4.4 | $ | 8.9 | $ | 8.3 | ||||||||
The following table summarizes the amount of unrecognized stock-based compensation expense as of June 30, 2015 and the expected number of months over which the expense will be recognized:
Unrecognized stock-based compensation expense (in millions) | Expected amortization period (months) | |||||
Restricted stock units | $ | 39.3 | 35 | |||
Performance share awards | 3.8 | 29 | ||||
Total unrecognized stock-based compensation expense | $ | 43.1 | 34 | |||
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9. Income Taxes
Effective Tax Rate
The following table shows our effective tax rate for the three and six months ended June 30, 2015 and June 30, 2014:
Three months ended June 30 | Six months ended June 30 | |||||||||||||||
(in millions) | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Income (loss) before income taxes and equity in net income of unconsolidated entities | $ | 50.3 | $ | (18.9 | ) | $ | 94.6 | $ | 20.5 | |||||||
Equity in net income of unconsolidated entities | 0.6 | 0.5 | 1.0 | 1.1 | ||||||||||||
Net (income) loss attributable to the noncontrolling interest | — | — | (0.2 | ) | — | |||||||||||
Total | $ | 50.9 | $ | (18.4 | ) | $ | 95.4 | $ | 21.6 | |||||||
Income tax expense (benefit) | $ | 18.7 | $ | (8.6 | ) | $ | 33.6 | $ | 5.0 | |||||||
Effective tax rate | 36.7 | % | 46.8 | % | 35.2 | % | 23.3 | % | ||||||||
Our effective tax rate in the second quarter of 2015 was 36.7%, a decrease of 10.1 percentage points compared with 46.8% in the prior-year period. During the second quarter of 2014, we reported a loss before income taxes and equity in net income of unconsolidated entities of $18.9 million, which included a litigation settlement expense of $61.0 million that is deductible for tax purposes. In the same period, we realized a $5.2 million non-taxable gain in connection with the purchase of the remaining ownership interest in HelloWallet. Because of these two items, we reported an income tax benefit of $8.6 million, which is equivalent to a 46.8% effective tax rate, in the second quarter of 2014.
Our effective tax rate for the first six months of 2015 was 35.2%.
Unrecognized Tax Benefits
The table below provides information concerning our gross unrecognized tax benefits as of June 30, 2015 and December 31, 2014, as well as the effect these gross unrecognized tax benefits would have on our income tax expense, if they were recognized.
As of June 30 | As of December 31 | |||||||
(in millions) | 2015 | 2014 | ||||||
Gross unrecognized tax benefits | $ | 13.4 | $ | 11.9 | ||||
Gross unrecognized tax benefits that would affect income tax expense | $ | 11.3 | $ | 11.9 | ||||
Decrease in income tax expense upon recognition of gross unrecognized tax benefits | $ | 10.0 | $ | 10.6 | ||||
Our Condensed Consolidated Balance Sheets include the following liabilities for unrecognized tax benefits. These amounts include interest and penalties, less any associated tax benefits.
As of June 30 | As of December 31 | |||||||
Liabilities for Unrecognized Tax Benefits (in millions) | 2015 | 2014 | ||||||
Current liability | $ | 5.9 | $ | 5.1 | ||||
Non-current liability | 5.1 | 6.6 | ||||||
Total liability for unrecognized tax benefits | $ | 11.0 | $ | 11.7 | ||||
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We conduct business globally and, as a result, we file income tax returns in U.S. federal, state, local, and foreign jurisdictions. We are currently under audit by federal and various state and local tax authorities in the United States, as well as tax authorities in certain non-U.S. jurisdictions. It is possible, though not likely, that the examination phase of some of these audits will conclude in 2015. It is not possible to estimate the effect of current audits on previously recorded unrecognized tax benefits.
We have not provided federal and state income taxes on accumulated undistributed earnings of certain foreign subsidiaries because these earnings have been permanently reinvested. Approximately 63% of our cash, cash equivalents, and investments balance as of June 30, 2015 was held by our operations outside of the United States. We believe that our cash balances and investments in the United States, along with cash generated from our U.S. operations, will be sufficient to meet our U.S. operating and cash needs for the foreseeable future, without requiring us to repatriate earnings from these foreign subsidiaries. It is not practical to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings.
Certain of our non-U.S. operations have incurred net operating losses (NOLs) which may become deductible to the extent these operations become profitable. For each of our operations, we evaluate whether it is more likely than not that the tax benefits related to NOLs will be realized. As part of this evaluation, we consider evidence such as tax planning strategies, historical operating results, forecasted taxable income, and recent financial performance. In the year that certain non-U.S. operations record a loss, we do not recognize a corresponding tax benefit, thus increasing our effective tax rate. Upon determining that it is more likely than not that the NOLs will be realized, we reduce the tax valuation allowances related to these NOLs, which results in a reduction to our income tax expense and our effective tax rate in the period.
10. Contingencies
We are involved in legal proceedings and litigation that have arisen in the normal course of our business. Although the outcome of a particular proceeding can never be predicted, we do not believe the result of any of these matters will have a material adverse effect on our business, operating results, or financial position.
11. Share Repurchase Program
We have an ongoing authorization, originally approved by our board of directors in September 2010, and subsequently amended, to repurchase up to $700.0 million in shares of our outstanding common stock. The authorization expires on December 31, 2015. We may repurchase shares from time to time at prevailing market prices on the open market or in private transactions in amounts that we deem appropriate.
As of June 30, 2015, we had repurchased a total of 8,507,780 shares for $554.2 million under this authorization, leaving approximately $145.8 million available for future repurchases.
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The discussion included in this section, as well as other sections of this Quarterly Report on Form 10-Q, 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 discuss not to occur or to differ significantly from what we expect. For us, these risks and uncertainties include, among others:
• | liability for any losses that result from an actual or claimed breach of our fiduciary duties; |
• | failing to maintain and protect our brand, independence, and reputation; |
• | failing to differentiate our products and continuously create innovative, proprietary research tools; |
• | failing to respond to technological change, keep pace with new technology developments, or adopt a successful technology strategy; |
• | liability related to our storage of personal information related to individuals as well as portfolio and account-level information; |
• | compliance failures, regulatory action, or changes in laws applicable to our investment advisory or credit rating operations; |
• | downturns in the financial sector, global financial markets, and global economy; |
• | the effect of market volatility on revenue from asset-based fees; |
• | a prolonged outage of our database, technology-based products and services, or network facilities; |
• | challenges faced by our operations outside the United States, including the concentration of data and development work at our offshore facilities in China and India; and |
• | trends in the mutual fund industry, including the increasing popularity of passively managed investment vehicles. |
A more complete description of these risks and uncertainties can be found in our other filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2014. If any of these risks and uncertainties materialize, our actual future results may vary significantly from what we expect. We do not undertake to update our forward-looking statements as a result of new information or future events.
All dollar and percentage comparisons, which are often accompanied by words such as “increase,” “decrease,” “grew,” “declined,” “was up,” “was down,” “was flat,” or “was similar” refer to a comparison with the same period in the previous year unless otherwise stated.
Understanding our Company
Our Business
Our mission is to create great products that help investors reach their financial goals. We offer an extensive line of products and services for financial advisors, asset managers, retirement plan providers and sponsors, and individual investors. Many of our products are sold through subscriptions or license agreements. As a result, we typically generate recurring revenue.
Industry Overview
We monitor developments in the financial information industry to help inform our company strategy, product development plans, and marketing initiatives.
Equity markets generally posted positive returns in the second quarter of 2015, but returns were stronger outside the United States. The Morningstar U.S. Market Index, a broad market benchmark, gained 0.08% in the quarter, while the Global Ex-U.S. Index finished the quarter with a total return of 0.75%.
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U.S. mutual fund assets stood at $16.3 trillion as of May 31, 2015, based on data from the Investment Company Institute (ICI), compared with $15.5 trillion as of May 31, 2014. Based on Morningstar's estimated asset flow data, investors added a total of about $70 billion to long-term open-end funds during the second quarter, but net flows to U.S. equity funds were negative.
Assets in exchange-traded funds (ETFs) rose to $2.1 trillion as of May 31, 2015, compared with $1.8 trillion as of May 31, 2014, based on data from the ICI.
Despite generally positive market trends, we believe the business environment for the financial services industry remains mixed. While equity market returns have generally been positive, asset management firms have been facing increasing regulatory burdens, which are leading to higher costs and more cautious spending in other areas.
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Supplemental Operating Metrics
The tables below summarize our key product metrics and other supplemental data.
As of June 30 | |||||||||||||||||||||||
2015 | 2014 | Change | |||||||||||||||||||||
Our business | |||||||||||||||||||||||
Morningstar.com Premium Membership subscriptions (U.S.) | 122,235 | 122,736 | (0.4 | )% | |||||||||||||||||||
Morningstar.com registered users (U.S.) | 8,377,139 | 8,021,734 | 4.4 | % | |||||||||||||||||||
Advisor Workstation clients (U.S.) | 187 | 170 | 10.0 | % | |||||||||||||||||||
Morningstar Office licenses (U.S.) | 4,298 | 4,201 | 2.3 | % | |||||||||||||||||||
Morningstar Direct licenses | 10,839 | 9,222 | 17.5 | % | |||||||||||||||||||
Assets under advisement and management (approximate) ($bil) | |||||||||||||||||||||||
Investment Advisory services (1) | $ | 82.1 | $ | 82.8 | |||||||||||||||||||