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| % | | 9.3 | % | | (0.6) | pp |
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| 2023 | | Change |
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| 196.7 | | | $ | 179.8 | | | 9.4 | % |
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| 2023 | | Change |
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| 147.6 | | | $ | 131.1 | | | 12.6 | % |
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| 2023 | | Change |
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| 59.0 | | | $ | 54.9 | | | 7.5 | % |
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| % | | (26.6) | % | | 17.1 pp |
Morningstar Wealth asset-based revenue represented 56.9% of total segment revenue in 2024. Revenue is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag for certain Investment Management products including Morningstar Managed Portfolios. The timing of this client asset reporting and the structure of our contracts often results in a lag between market movements and the impact on revenue. The following table summarizes our approximate Morningstar Wealth AUMA:
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| | As of March 31, |
| (in billions) | | 2024 | | 2023 | | Change |
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| Morningstar Managed Portfolios | | $ | 40.6 | | | $ | 34.0 | | | 19.4 | % |
| Institutional Asset Management | | 7.3 | | | 9.7 | | | (24.7) | % |
| Asset Allocation Services | | 9.7 | | | 7.6 | | | 27.6 | % |
| Investment Management (total) | | $ | 57.6 | | | $ | 51.3 | | | 12.3 | % |
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| 2023 | | Change |
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| 60.3 | | | $ | 46.8 | | | 28.8 | % |
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| 2023 | | Change |
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| 28.4 | | | $ | 25.2 | | | 12.7 | % |
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| % | | 44.4 | % | | 5.6 pp |
Morningstar Retirement asset-based revenue represented 98.2% of total segment revenue in 2024 and is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag. The timing of this client asset reporting and the structure of our contracts often results in a lag between market movements and the impact on revenue. The following table summarizes our approximate Morningstar Retirement AUMA:
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| | As of March 31, |
| (in billions) | | 2024 | | 2023 | | Change |
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| Managed Accounts | | $ | 136.1 | | | $ | 111.7 | | | 21.8 | % |
| Fiduciary Services | | 57.8 | | | 50.6 | | | 14.2 | % |
| Custom Models/CIT | | 42.0 | | | 34.9 | | | 20.3 | % |
| Morningstar Retirement (total) | | $ | 235.9 | | | $ | 197.2 | | | 19.6 | % |
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Morningstar Retirement total revenue increased $3.2 million, or 12.7% on a reported and organic basis. AUMA, calculated using the most recently available average quarterly or monthly data, increased 19.6% to $235.9 billion compared with the prior-year period, primarily driven by strong market performance. Net inflows to Managed Accounts over the trailing 12 months also contributed to higher AUMA, supported by participant growth and flows to Advisor Managed Accounts.
Morningstar Retirement adjusted operating income increased $3.0 million, or 26.8%, and adjusted operating margin increased 5.6 percentage points for the three months ended March 31, 2024.
Morningstar Retirement depreciation expense was $2.8 million and $2.5 million for the three months ended March 31, 2024 and 2023, respectively.
Corporate and All Other
Corporate and All Other increased $8.9 million, or 21.2% on a reported basis, driven by growth in Morningstar Indexes and Morningstar Sustainalytics.
Morningstar Indexes contributed $5.4 million to Corporate and All Other revenue growth with revenue increasing 37.0%, or 37.1%, on an organic basis. The increase in revenue was driven primarily by higher investable product revenue as market performance and net inflows over the trailing 12 months increased asset value linked to Morningstar Indexes by 13.3% to $190.2 billion. Morningstar Indexes licensed data sales also increased.
Morningstar Sustainalytics contributed $3.5 million to Corporate and All Other revenue growth with revenue increasing 12.8%, or 12.2% on an organic basis. License-based revenue for Morningstar Sustainalytics increased 9.0%, or 8.2% on an organic basis, primarily driven by regulatory use cases in Europe. Transaction-based revenue increased 83.4% or 84.8% on an organic basis, due to increased issuance of sustainable bonds.
Corporate and All Other adjusted operating income increased $10.8 million for the three months ended March 31, 2024.
Non-operating expense, net, Equity in investments of unconsolidated entities, and Effective tax rate and income tax expense
Non-operating expense, net
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| 2023 | |
| 2.5 | | | $ | 1.2 | | |
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| | 0.2 | | |
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| | 2.5 | | |
| (5.6) | | | $ | (22.4) | | |
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| 59.5 | | | $ | (6.1) | | | NMF |
We generated free cash flow of $59.5 million in the first quarter of 2024 compared with negative $6.1 million in the first quarter of 2023. The change reflects a $70.2 million increase in cash provided by operating activities, while capital expenditures increased compared to the prior-year quarter. The increase in cash flow from operations was primarily driven by higher cash earnings. Capital expenditures increased primarily due to investment in our product development efforts across our key product areas.
Application of Critical Accounting Policies and Estimates
We discuss our critical accounting policies and estimates in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report. We also discuss our significant accounting policies in Note 2 of the Notes to our Audited Consolidated Financial Statements included in our Annual Report and in Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements contained in Part 1, Item 1 of this Quarterly Report. There have not been any material changes during the three months ended March 31, 2024 to the methodologies applied by management for critical accounting policies previously disclosed in our Annual Report.
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Our investment portfolio is actively managed and may suffer losses from fluctuating interest rates, market prices, or adverse security selection. These accounts may consist of stocks, bonds, options, mutual funds, money market funds, or exchange-traded products that replicate the model portfolios and strategies created by Morningstar. These investment accounts may also include exchange-traded products where Morningstar is an index provider. As of March 31, 2024, our cash, cash equivalents, and investments balance was $409.1 million. Based on our estimates, a 100 basis-point change in interest rates would not have a material effect on the fair value of our investment portfolio.
We are subject to risk from fluctuations in the interest rates related to a portion of our long-term debt. The interest rates are based upon the applicable Secured Overnight Financing Rate (SOFR) rate plus an applicable margin for such loans or the lender's base rate plus an applicable margin for such loans. On an annualized basis, we estimate a 100 basis-point change in the SOFR rate would have a $6.0 million impact on our interest expense based on our outstanding principal balance and SOFR rates at March 31, 2024.
We are subject to risk from fluctuations in foreign currencies from our operations outside of the United States. We do not currently have any positions in derivative instruments to hedge our currency risk.
The table below shows our exposure to foreign currency denominated revenue and operating income for the three months ended March 31, 2024:
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| | Three months ended March 31, 2024 |
| (in millions, except foreign currency rates) | | Australian Dollar | | British Pound | | Canadian Dollar | | Euro | | Other Foreign Currencies |
| Currency rate in U.S. dollars as of March 31, 2024 | | 0.6523 | | 1.2630 | | 0.7386 | | 1.0795 | | n/a |
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| Percentage of revenue | | 2.7 | % | | 7.2 | % | | 6.0 | % | | 6.6 | % | | 5.5 | % |
| Percentage of operating income (loss) | | 6.1 | % | | (10.0) | % | | 1.7 | % | | 9.1 | % | | (15.3) | % |
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| Estimated effect of a 10% adverse currency fluctuation on revenue | | $ | (1.4) | | | $ | (3.9) | | | $ | (3.2) | | | $ | (3.6) | | | $ | (2.9) | |
| Estimated effect of a 10% adverse currency fluctuation on operating income (loss) | | $ | (0.6) | | | $ | 0.9 | | | $ | (0.2) | | | $ | (0.8) | | | $ | 1.4 | |
The table below shows our net investment exposure to foreign currencies as of March 31, 2024:
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| | As of March 31, 2024 |
| (in millions) | | Australian Dollar | | British Pound | | Canadian Dollar | | Euro | | Other Foreign Currencies |
| Assets, net of unconsolidated entities | | $ | 61.5 | | | $ | 273.0 | | | $ | 238.6 | | | $ | 234.8 | | | $ | 177.1 | |
| Less: liabilities | | (31.5) | | | (77.7) | | | (131.0) | | | (155.7) | | | 38.5 | |
| Net currency position | | $ | 30.0 | | | $ | 195.3 | | | $ | 107.6 | | | $ | 79.1 | | | $ | 215.6 | |
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| Estimated effect of a 10% adverse currency fluctuation on equity | | $ | (3.0) | | | $ | (19.5) | | | $ | (10.8) | | | $ | (7.9) | | | $ | (21.6) | |
Item 4.Controls and Procedures
(a)Evaluation and Disclosure Controls and Procedures
Disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to reasonably assure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of March 31, 2024. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of March 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b)Changes in Internal Control Over Financial Reporting
As previously disclosed in the company’s Annual Report, the company’s chief executive officer and chief financial officer concluded that the company’s internal control over financial reporting was not effective due solely to a material weakness in internal control over financial reporting related to the aggregation of reporting segments.
The company has implemented changes in our internal controls to address the material weakness, which include an enhanced risk assessment process to better identify factors that could impact its financial reporting, included related disclosures, as well as enhanced and more timely process-level controls related to the company's segment reporting. As a result, management has concluded that, as of March 31, 2024, the material weakness has been remediated.
Other than as discussed above, there were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(c) Inherent Limitations on Effectiveness of Controls and Procedures
Our management, including our chief executive officer and chief financial officer, believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been or would be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART 2.OTHER INFORMATION
Item 1.Legal Proceedings
We incorporate by reference the information regarding legal proceedings set forth in Note 13 of the Notes to our Unaudited Condensed Consolidated Financial Statements contained in Part 1, Item 1 of this Quarterly Report.
Item 1A.Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors in Part I, “Item 1A. Risk Factors” in our Annual Report, when deciding whether to invest in our common stock or otherwise evaluating our business. If any of those risks or uncertainties materialize, our business, financial condition, and/or operating results could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Our operations could also be affected by other risks and uncertainties that are not presently known to us or that we currently consider immaterial to our operations.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The table below presents month-to-month information related to repurchases of common stock we made during the three months ended March 31, 2024. Refer to Note 14 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information regarding our share repurchase program:
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| Period: | | Total number of shares purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced programs (a) | | Approximate dollar value of shares that may yet be purchased under the programs (a) |
| January 1, 2024 - January 31, 2024 | | — | | | $ | — | | | — | | | $ | 498,550,338 | |
| February 1, 2024 to February 29, 2024 | | — | | | — | | | — | | | $ | 498,550,338 | |
| March 1, 2024 - March 31, 2024 | | — | | | — | | | — | | | $ | 498,550,338 | |
| Total | | — | | | $ | — | | | — | | | |
_______________________________________
(a) Repurchases will only be effected pursuant to the $500.0 million share repurchase program authorized by our board of directors and announced publicly on December 6, 2022, which commenced on January 1, 2023 and which will expire on December 31, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Trading Arrangements
During the three months ended March 31, 2024, none of the company’s officers (as defined in Section 16 of the Exchange Act) and directors adopted or terminated contracts, instructions, or written plans for the purchase or sale of the company’s securities except as noted below: | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Name and Title | | Date of Adoption of Trading Plan | | Scheduled Expiration Date of Trading Plan (1) | | Aggregate Number of Securities to Be Purchased or Sold |
William Lyons Director | | 3/5/2024 (2) | | 11/30/2024 | | Sale of up to 4,500 shares of common stock |
Jason Dubinsky Chief Financial Officer | | 3/15/2024 (2) | | 12/31/2024 | | Sale of up to 3,400 shares of common stock |
________________________________________
(1) The trading plan may also expire on such earlier date as all transactions under the trading plan are completed.
(2) Intended to satisfy the affirmative defense of Rule 10b5-1(c).
Other 10b5-1 Plan Information
The following table, which we are providing on a voluntary basis, shows the Rule 10b5-1 sales plans entered into by our directors and officers (as defined in Section 16 of the Exchange Act) that were in effect as of April 12, 2024:
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| Name and Position | | Date of Plan | | Plan Termination Date | | Plan Duration | | Number of Shares to be Sold under the Plan | | Timing of Sales under the Plan | | Number of Shares Sold under the Plan through April 12, 2024 | | Projected Beneficial Ownership (1) |
Joe Mansueto Executive Chairman | | 2/28/2023 | | 4/30/2024 | | 05/29/2023 to 04/30/2024 | | 700,000 | | | Shares to be sold under the plan if the stock reaches specified prices | | 700,000 | | | 15,804,659 | |
Joe Mansueto Executive Chairman | | 11/17/2023 | | 4/30/2025 | | 05/01/2024 to 04/30/2025 | | 500,000 | | | Shares to be sold under the plan if the stock reaches specified prices | | — | | | 15,304,659 | |
Steven Kaplan Director | | 8/3/2023 | | 11/11/2024 | | 03/11/2024 to 11/11/2024 | | 5,000 | | | Shares to be sold under the plan at market price | | 1,250 | | | 39,871 | |
| Jason Dubinsky Chief Financial Officer | | 3/15/2024 | | 12/31/2024 | | 06/18/2024 to 12/31/2024 | | 3,400 | | | Shares to be sold under the plan if the stock reaches specified prices | | — | | | 17,303 | |
| William Lyons Director | | 3/5/2024 | | 11/30/2024 | | 06/04/2024 to 11/30/2024 | | 4,500 | | | Shares to be sold under the plan if the stock reaches specified prices | | — | | | 11,395 | |
________________________________________
(1) This column reflects an estimate of the number of shares each identified director and executive officer will beneficially own following the sale of all shares under the Rule 10b5-1 sales plan. This information reflects the beneficial ownership of our common stock on April 12, 2024 and includes shares of our common stock subject to options that were then exercisable or that will have become exercisable by June 11, 2024 and RSUs that will vest by June 11, 2024. The estimates do not reflect any changes to beneficial ownership that may have occurred since April 12, 2024. Each director and executive officer identified in the table may amend or terminate his or her Rule 10b5-1 sales plan and may adopt additional Rule 10b5-1 plans in the future.
Item 6.Exhibits
| | | | | | | | |
| Exhibit No | | Description of Exhibit |
| | Amended and Restated Articles of Incorporation of Morningstar are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, as amended, Registration No. 333-115209. |
| | |
| | By-laws of Morningstar, as in effect on February 27, 2018, are incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K that we filed with the SEC on February 28, 2018. |
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| | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
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| | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
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| | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| 101† | | The following financial information from Morningstar, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 26, 2024 formatted in Inline XBRL: (i) Cover Page, (ii) Unaudited Condensed Consolidated Statements of Income, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (iv) Unaudited Condensed Consolidated Balance Sheets, (v) Unaudited Condensed Consolidated Statement of Equity, (vi) Unaudited Condensed Consolidated Statements of Cash Flows and (vii) the Notes to Unaudited Condensed Consolidated Financial Statements |
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| 104† | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) |
† Filed herewith.
* The certificates furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
SIGNATURE
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 thereunto duly authorized.
| | | | | | | | |
| | | MORNINGSTAR, INC. |
| | | |
| Date: April 26, 2024 | By: | /s/ Jason Dubinsky |
| | | Jason Dubinsky |
| | | Chief Financial Officer (principal financial officer) |
| | |
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