The discussion included in this section, as well as other sections of this Quarterly Report on Form 10-Q (this Quarterly Report), 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, including the impacts of COVID-19. 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:
• the impact of the current COVID-19 pandemic;
• 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;
• liability related to cybersecurity and the protection of confidential information, including personal information about individuals; • failing to differentiate our products and continuously create innovative, proprietary research tools and financial advisor software; • inadequacy of our operational risk management and business continuity programs in the event of a material disruptive event; • failing to respond to technological change, keep pace with new technology developments, or adopt a successful technology strategy; • compliance failures, regulatory action, or changes in laws applicable to our investment advisory or credit ratings
operations; • volatility in the financial sector, global financial markets, and
global economy and its effect on our revenue from asset-based fees and credit ratings business; • trends in the asset management industry, including the
increasing
adoption of investment strategies and portfolios relying on passively managed investment vehicles and increased industry consolidation; • liability relating to the collection or distribution of
information
and data we collect and produce, or errors included therein; • an outage of our database, technology-based products and
services,
or network facilities or the movement of parts of our
technology and
data infrastructure to the public cloud and other outsourced providers; • the failure of acquisitions and other investments to be efficiently integrated and produce the results we anticipate;
• the failure to recruit, develop, and retain qualified employees;
• challenges faced by our non-U.S. operations, including the concentration of data and development work at our offshore facilities inChina andIndia ; and • the failure to protect our intellectual property rights or claims of intellectual property infringement against us. A more complete description of these risks and uncertainties can be found in our other filings with theSecurities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year endedDecember 31, 2019 (our Annual Report). 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. 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. 22
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Table of Contents Understanding our Company Our Business Our mission is to empower investor success. The investing ecosystem is complex and navigating it with confidence requires a trusted, independent voice. Our perspective is delivered to institutions, advisors, and individuals with a single-minded purpose: to empower every investor with the conviction that he or she can make better-informed decisions and realize success on his or her own terms. We deliver insights and experiences to clients that are essential to investing. Proprietary data sets, meaningful analytics, independent research and effective investment strategies are at the core of the powerful digital solutions that investors across client segments rely on. We generate revenue through products and services in three major categories:
• Subscriptions and license agreements, which typically generate recurring
revenue;
• Asset-based fees for our investment management business; and
• Transaction-based revenue for products that involve primarily one-time,
non-recurring revenue.
COVID-19 Update
We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact team members, customers, suppliers, and global markets.
Given the dynamic nature of these circumstances, the full impact of the COVID-19 pandemic on our ongoing business, results of operations, and overall future financial performance cannot be reasonably estimated at this time. While our licensed-based revenue is generally more recurring in nature, the uncertainty caused by the COVID-19 pandemic could lead clients to delay purchasing decisions or product and service implementations, or may cause them to cancel or reduce spending with us. Our asset-based revenue is subject to global market conditions and client investment decisions. Due to certain lags in client reporting in this area, the impact of the market volatility in the first quarter of 2020 on asset values will generally not be realized in our results until future reporting periods. Transaction-based revenue primarily includes DBRS Morningstar, which is dependent on overall credit market conditions and debt issuance levels. The recent tightening of global credit markets and volatility in interest rates began to have an adverse impact on the volume of new issue ratings toward the end of the first quarter, which could persist into future periods. Our operations also have been affected by a range of external factors related to the COVID-19 pandemic that are not within our control. For example, many jurisdictions imposed a wide range of restrictions on the physical movement of our employees and vendors to limit the spread of COVID-19. We have taken numerous steps, and will continue to take further actions, in our approach to addressing the COVID-19 pandemic. We implemented our business continuity plans and our incident management team is in place to respond to changes in our global environment quickly and effectively. To protect the health and safety of our team members, we successfully transitioned our global workforce to remote work environments. We are also working closely with our clients to support them as they implement their own contingency plans, helping them access our products and services remotely. The situation surrounding the COVID-19 pandemic remains fluid, and we are actively managing our response and assessing potential impacts to our financial position and operating results. This includes the evaluation and implementation of certain cost control efforts to help us mitigate the impact that reduced revenues may have on our 2020 financial results. We are focusing on maintaining a strong balance sheet and liquidity position. Our cash and investments totaled$348.8 million at the end of the first quarter of 2020 and we had$210.0 million of availability under our$300.0 million revolving credit facility. OnMarch 27, 2020 , the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law. The CARES Act provides a substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic, including tax relief and government loans, grants and investments. The CARES Act had no impact on our consolidated financial statements for the three months endedMarch 31, 2020 . We continue to monitor any effects that may result from the CARES Act and other similar legislation or actions in geographies in which our business operates. 23
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For more information, see Item 1A. Risk Factors for further discussion of the impact of the COVID-19 pandemic on our business.
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Supplemental Operating Metrics (Unaudited) The tables below summarize our key product metrics and other supplemental data.
Three
months ended
Organic 2020 2019 Change Change (1) Revenue by Type License-based (2)$ 216.0 $ 195.5 10.5 % 10.8 % Asset-based (3) 57.2 48.8 17.2 % 18.0 % Transaction-based (4) 50.8 14.6 247.9 % (17.2 )% Key product area revenue Morningstar Data$ 51.4 $ 47.7 7.8 % 8.9 % DBRS Morningstar (5) 46.7 9.5 391.6 % - % (6) PitchBook 45.3 32.3 40.2 % 40.2 % Morningstar Direct 38.3 36.3 5.5 % 6.5 % Investment Management 30.5 26.7 14.2 % 16.0 % Morningstar Advisor Workstation 21.8 22.4 (2.7 )% (2.4 )% Workplace Solutions 21.2 18.5 14.6 % 14.6 % As of March 31, 2020 2019 Change Select business metrics Morningstar Direct licenses 15,998 15,401 3.9 % PitchBook Platform licenses 41,308 24,655 67.5 % Advisor Workstation clients (U.S.) 155 171 (9.4 )% Morningstar.com Premium Membership subscriptions (U.S.) 111,354
113,408 (1.8 )%
Assets under management and advisement (approximate) ($bil) Workplace Solutions Managed Accounts$ 65.3 $ 64.9 0.6 % Fiduciary Services 41.5 45.3 (8.4 )% Custom Models 28.2 33.0 (14.5 )% Workplace Solutions (total)$ 135.0 $
143.2 (5.7 )%
Investment Management (7)
Morningstar Managed Portfolios$ 23.1 $
44.3 (47.9 )% (8)
Institutional Asset Management 14.0
16.1 (13.0 )%
Asset Allocation Services 6.4
6.7 (4.5 )%
Investment Management (total)$ 43.5 $
67.1 (35.2 )%
Asset value linked to Morningstar Indexes ($bil)$ 47.2 $ 54.4 (13.2 )% Three months ended March 31, 2020 2019 Change Average assets under management and advisement ($bil)$ 205.1 $
201.7 1.7 %
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(1) Organic revenue excludes acquisitions, divestitures, adoption of new accounting changes, and the effect of foreign currency translations. (2) License-based revenue includes Morningstar Data, Morningstar Direct, Morningstar Advisor Workstation, PitchBook, and other similar products.
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(3) Asset-based revenue includes Investment Management, Workplace Solutions, and Morningstar Indexes. (4) Transaction-based revenue includes DBRS Morningstar, Internet advertising, and conferences. (5) Revenue for the three months endedMarch 31, 2019 reflects Morningstar Credit Ratings. Revenue for the three months endedMarch 31, 2020 reflects DBRS Morningstar, the combined credit ratings operations. For the three months endedMarch 31, 2020 , transaction-based revenue, derived primarily from one-time ratings fees was 58.1% while recurring revenue from surveillance, research, and other services comprised the remainder for the period. (6) The combination of DBRS and Morningstar'sU.S. -based credit ratings operation in 2019 makes it difficult to ascribe the origin of revenue growth to either entity. As such, revenue from the combined credit ratings operation is excluded from the reporting of organic revenue growth through the second quarter of 2020. (7) Revenue for Investment Management includes Morningstar Managed Portfolios, Institutional Asset Management, and Asset Allocation Services. (8) The decline in Morningstar Managed Portfolios was largely attributed to a client contract change from a variable to fixed-fee arrangement. Excluding the assets from this client contract in the prior year, Morningstar Managed Portfolios declined 6.1%. The increase in revenue for Investment Management diverged from the decline in assets under management and advisement due the aforementioned contract change, the impact of average asset calculations on Morningstar Managed Portfolios billing, and increased assets in the Morningstar Funds Trust. 26 --------------------------------------------------------------------------------
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