Table of Contents

 

 

 

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 SEPTEMBER 30, 2008

 

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)

 

225 West Wacker Drive

Chicago, Illinois

60606-6303

(Address of Principal Executive Offices)

 

(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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

Accelerated filer x

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 October 31, 2008, there were 46,774,802 shares of the Company’s common stock, no par value, outstanding.

 

 

 



Table of Contents

 

MORNINGSTAR, INC. AND SUBSIDIARIES

INDEX

 

PART 1

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Unaudited Condensed Consolidated Financial Statements

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2008 and 2007

 

 

 

 

 

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the nine months ended September 30, 2008

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007

 

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

PART 2

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

Item 6.

Exhibits

 

 

 

 

SIGNATURE

 

 

 

2



Table of Contents

 

PART 1: FINANCIAL INFORMATION

 

Item 1: Unaudited Condensed Consolidated Financial Statements

 

Morningstar, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Income

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30

 

(in thousands except per share amounts)

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

125,505

 

$

111,859

 

$

383,186

 

$

316,991

 

 

 

 

 

 

 

 

 

 

 

Operating expense (1):

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

32,828

 

28,674

 

98, 930

 

83,549

 

Development

 

10,271

 

9,010

 

30,187

 

26,199

 

Sales and marketing

 

19,457

 

17,132

 

62,547

 

50,332

 

General and administrative

 

22,507

 

19,936

 

62,392

 

57,150

 

Depreciation and amortization

 

6,266

 

5,662

 

18,699

 

15,843

 

Total operating expense

 

91,329

 

80,414

 

272,755

 

233,073

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

34,176

 

31,445

 

110,431

 

83,918

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (expense):

 

 

 

 

 

 

 

 

 

Interest income, net

 

1,568

 

1,812

 

4,468

 

4,998

 

Other income (expense), net

 

(278

)

408

 

(575

)

103

 

Non-operating income, net

 

1,290

 

2,220

 

3,893

 

5,101

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and equity in net income of unconsolidated entities

 

35,466

 

33,665

 

114,324

 

89,019

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

13,547

 

14,229

 

42,127

 

36,516

 

 

 

 

 

 

 

 

 

 

 

Equity in net income of unconsolidated entities

 

268

 

417

 

1,065

 

1,409

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

22,187

 

$

19,853

 

$

73,262

 

$

53,912

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.48

 

$

0.46

 

$

1.60

 

$

1.26

 

Diluted

 

$

0.45

 

$

0.41

 

$

1.49

 

$

1.13

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

46,499

 

43,393

 

45,883

 

42,889

 

Diluted

 

49,421

 

48,232

 

49,221

 

47,919

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30

 

 

 

2008

 

2007

 

2008

 

2007

 

(1) Includes stock-based compensation expense of:

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

$

547

 

$

408

 

$

1,511

 

$

1,259

 

Development

 

359

 

302

 

1,047

 

926

 

Sales and marketing

 

366

 

327

 

1,090

 

1,038

 

General and administrative

 

1,546

 

1,560

 

4,883

 

4,911

 

Total stock-based compensation expense

 

$

2,818

 

$

2,597

 

$

8,531

 

$

8,134

 

 

See notes to unaudited condensed consolidated financial statements.

 

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Table of Contents

 

Morningstar, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

 

 

 

September 30

 

December 31

 

(in thousands except share amounts)

 

2008

 

2007

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

233,615

 

$

159,576

 

Investments

 

76,005

 

99,012

 

Accounts receivable, less allowance of $367 and $161, respectively

 

90,567

 

86,812

 

Income tax receivable

 

3,586

 

8,998

 

Other

 

15,677

 

13,163

 

Total current assets

 

419,450

 

367,561

 

 

 

 

 

 

 

Property, equipment, and capitalized software, net of accumulated depreciation of $67,293 and $57,304, respectively

 

52,291

 

19,108

 

Investments in unconsolidated entities

 

20,330

 

19,855

 

Goodwill

 

166,147

 

128,141

 

Intangible assets, net

 

103,211

 

95,767

 

Deferred tax asset, net

 

9,391

 

15,658

 

Other assets

 

3,930

 

3,217

 

Total assets

 

$

774,750

 

$

649,307

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

32,114

 

$

22,325

 

Accrued compensation

 

56,012

 

64,709

 

Deferred revenue

 

130,353

 

129,302

 

Deferred tax liability, net

 

52

 

557

 

Other

 

119

 

945

 

Total current liabilities

 

218,650

 

217,838

 

 

 

 

 

 

 

Accrued compensation

 

10,852

 

13,913

 

Other long-term liabilities

 

19,841

 

9,253

 

Total liabilities

 

249,343

 

241,004

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, no par value, 200,000,000 shares authorized, of which 46,702,161 and 44,843,166 shares were outstanding as of September 30, 2008 and December 31, 2007, respectively

 

4

 

4

 

Treasury stock at cost, 233,332 shares at September 30, 2008 and December 31, 2007

 

(3,280

)

(3,280

)

Additional paid-in capital

 

380,020

 

332,164

 

Retained earnings

 

145,019

 

71,757

 

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

3,751

 

7,606

 

Unrealized gains (losses) on available-for-sale investments

 

(107

)

52

 

Total accumulated other comprehensive income

 

3,644

 

7,658

 

Total shareholders’ equity

 

525,407

 

408,303

 

Total liabilities and shareholders’ equity

 

$

774,750

 

$

649,307

 

 

See notes to unaudited condensed consolidated financial statements.

 

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Morningstar, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statement of Shareholders’ Equity and Comprehensive Income

For the Nine Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

 

 

Additional

 

 

 

Other

 

Total

 

 

 

Shares

 

Par

 

Treasury

 

Paid-in

 

Retained

 

Comprehensive

 

Shareholders’

 

(in thousands, except share amounts)

 

Outstanding

 

Value

 

Stock

 

Capital

 

Earnings

 

Income

 

Equity

 

Balance as of December 31, 2007

 

44,843,166

 

$

4

 

$

(3,280

)

$

332,164

 

$

71,757

 

$

7,658

 

$

408,303

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

73,262

 

 

73,262

 

Unrealized loss on investments, net of income tax ($99)

 

 

 

 

 

 

 

(159

)

(159

)

Foreign currency translation adjustment

 

 

 

 

 

 

 

(3,855

)

(3,855

)

Total comprehensive income

 

 

 

 

 

 

73,262

 

(4,014

)

69,248

 

Issuance of common stock upon stock option exercises and vesting of restricted stock units, net

 

1,858,995

 

 

 

17,282

 

 

 

17,282

 

Stock-based compensation

 

 

 

 

 

8,531

 

 

 

8,531

 

Tax benefit derived from stock option exercises and vesting of restricted stock units

 

 

 

 

 

22,043

 

 

 

22,043

 

Balance as of September 30, 2008

 

46,702,161

 

$

4

 

$

(3,280

)

$

380,020

 

$

145,019

 

$

3,644

 

$

525,407

 

 

See notes to unaudited condensed consolidated financial statements.

 

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Morningstar, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

 

Nine Months Ended September 30

 

(in thousands)

 

2008

 

2007

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net income

 

$

73,262

 

$

53,912

 

Adjustments to reconcile net income to net cash flows from operating activities:

 

 

 

 

 

Depreciation and amortization

 

18,699

 

15,843

 

Deferred income tax expense

 

1,282

 

436

 

Stock-based compensation expense

 

8,531

 

8,134

 

Provision for (recovery of) bad debt

 

27

 

(9

)

Equity in net income of unconsolidated entities

 

(1,065

)

(1,409

)

Foreign exchange (gain) loss

 

(206

)

83

 

Excess tax benefits from stock option exercises and vesting of restricted stock units

 

(22,043

)

(13,275

)

Other, net

 

(240

)

(186

)

Changes in operating assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

Accounts receivable

 

(179

)

(6,978

)

Other assets

 

(3,460

)

(141

)

Accounts payable and accrued liabilities

 

1,428

 

698

 

Accrued compensation

 

(14,521

)

1,237

 

Income taxes - current

 

27,107

 

13,766

 

Deferred revenue

 

(1,635

)

2,872

 

Deferred rent

 

11,399

 

42

 

Other liabilities

 

(22

)

(2,149

)

Cash provided by operating activities

 

98,364

 

72,876

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of investments

 

(71,861

)

(90,221

)

Proceeds from sale of investments

 

95,793

 

51,364

 

Capital expenditures

 

(29,290

)

(9,354

)

Acquisitions, net of cash acquired

 

(55,981

)

(60,315

)

Other, net

 

 

(3

)

Cash used for investing activities

 

(61,339

)

(108,529

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from stock option exercises

 

17,282

 

11,576

 

Excess tax benefits from stock option exercises and vesting of restricted stock units

 

22,043

 

13,275

 

Other, net

 

(3

)

 

Cash provided by financing activities

 

39,322

 

24,851

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(2,308

)

1,080

 

Net increase (decrease) in cash and cash equivalents

 

74,039

 

(9,722

)

Cash and cash equivalents - beginning of period

 

159,576

 

96,140

 

Cash and cash equivalents - end of period

 

$

233,615

 

$

86,418

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for taxes

 

$

20,356

 

$

21,505

 

Supplemental information of non-cash investing and financing activities:

 

 

 

 

 

Unrealized gain (loss) on available-for-sale investments

 

$

(258

)

$

104

 

 

See notes to unaudited condensed consolidated financial statements.

 

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MORNINGSTAR, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation of Interim Financial Information

 

The accompanying unaudited condensed consolidated financial statements of Morningstar, Inc. and subsidiaries (Morningstar, we, our, the Company) included herein 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 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, stockholders’ equity, and cash flows. These financial statements and notes should be read in conjunction with our Consolidated Financial Statements and Notes thereto as of December 31, 2007 included in our Annual Report on Form 10-K filed with the SEC on March 7, 2008.

 

2. Summary of Significant Accounting Policies

 

Our significant accounting policies are discussed in Note 2 of our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2007.

 

SFAS No. 157, Fair Value Measurements

 

In the first quarter of 2008, we adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances and does not require any new fair value measurements.

 

The Statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

·                  Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has 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.

 

We hold investments that are subject to valuation under SFAS No. 157. We do not have any liabilities subject to valuation under this Statement. The fair value of our marketable securities subject to fair value measurements and the necessary disclosures are as follows:

 

 

 

Fair Value

 

Fair Value Measurements as of September 30, 2008

 

 

 

as of

 

Using Fair Value Hierarchy

 

($000)

 

September 30,
2008

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

94,428

 

$

94,428

 

$

 

$

 

Available-for-sale investments

 

68,967

 

68,967

 

 

 

Trading securities

 

3,622

 

3,622

 

 

 

Total

 

$

167,017

 

$

167,017

 

$

 

$

 

 

The fair values for available-for-sale and trading securities are based on quoted market prices from various stock and bond exchanges.

 

SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities

 

SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, permits entities the option to measure many financial instruments and certain other items at fair value with changes in fair value recognized in earnings each period. SFAS No. 159 allows the fair value option to be elected on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument.

 

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Table of Contents

 

In the first quarter of 2008, we chose not to apply this fair value option to any of our eligible assets. We account for our investments in accordance with SFAS No.115, Accounting for Certain Investments in Debt and Equity Securities. Our available-for-sale investments are reported at fair value with net unrealized holding gains and losses excluded from earnings and reported as a separate component of shareholders’ equity and our held-to-maturity investments are reported at amortized cost. Our trading securities are reported at fair value and unrealized gains and losses are included in earnings.  We account for our investments in unconsolidated subsidiaries using the equity method.

 

3. Acquisitions, Goodwill, and Other Intangible Assets

 

Acquisition of Financial Computer Support, Inc.

 

In September 2008, we acquired Financial Computer Support, Inc. (FCSI), a leading provider of practice management software for independent advisors, for $4,931,000 in cash including estimated post-closing adjustments and transaction costs directly related to the acquisition, less acquired cash. We began including the results of this acquisition in our Consolidated Financial Statements on September 2, 2008.

 

FCSI’s flagship product, dbCAMS+, is a portfolio management system that allows advisors to easily track and produce client reports as well as manage client contact information and billing. We plan to rebrand dbCAMS+ and incorporate it into our Morningstar Principia product line.

 

The following table summarizes our preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

 

 

 

($000)

 

Cash

 

$

262

 

Accounts receivable

 

47

 

Other current assets

 

115

 

Fixed assets

 

65

 

Other non-current assets

 

28

 

Intangible assets

 

2,435

 

Goodwill

 

3,306

 

Deferred revenue

 

(210

)

Accounts payable and accrued liabilities

 

(124

)

Deferred tax liability – non-current

 

(731

)

Total purchase price

 

$

5,193

 

 

The deferred tax liability of $731,000 results primarily because the amortization expense related to certain of these intangible assets is not deductible for income tax purposes.

 

Based on the preliminary purchase price allocation, we recorded $3,306,000 of goodwill. The goodwill we recorded is not considered deductible for income tax purposes. SFAS No. 109, Accounting for Income Taxes, prohibits recognition of a deferred tax asset or liability for temporary differences in goodwill if goodwill is not amortizable and deductible for tax purposes.

 

If this acquisition had occurred as of January 1, 2007 and 2008, our results of operations would not have been significantly different from the amounts reported for the three and nine months ended September 30, 2007 and 2008, respectively.

 

Acquisition of the Hemscott data, media, and investor relations Web site businesses

 

In January 2008, we acquired the Hemscott data, media, and investor relations Web site businesses from Ipreo Holdings, LLC for $51,277,000 in cash including post-closing adjustments and transaction costs directly related to the acquisition, less acquired cash. The acquisition includes Hemscott Data, which has more than 20 years of comprehensive fundamental data on virtually all publicly listed companies in the United States, Canada, the United Kingdom, and Ireland; Hemscott India, which operates a data collection center in New Delhi, India; Hemscott.com, a free investment research Web site in the United Kingdom; Hemscott Premium and Premium Plus, subscription-based investment research and data services; and Hemscott IR, a pioneer in best-practice online investor relations and corporate communications services in the United Kingdom. We began including the results of this acquisition in our Consolidated Financial Statements on January 9, 2008.

 

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The following table summarizes our preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

 

 

 

($000)

 

Cash

 

$

1,227

 

Accounts receivable

 

4,099

 

Other current assets

 

1,144

 

Fixed assets

 

1,367

 

Other non-current assets

 

309

 

Intangible assets

 

18,070

 

Goodwill

 

36,817

 

Deferred revenue

 

(4,638

)

Accounts payable and accrued liabilities

 

(2,971

)

Deferred tax liability – non-current

 

(2,920

)

Total purchase price

 

$

52,504

 

 

The preliminary allocation includes $18,070,000 of acquired intangible assets. These assets include customer-related assets of $11,100,000 that will be amortized over a weighted average period of 10 years; technology-based assets, including software and a database which has more than 20 years of comprehensive fundamental data on virtually all publicly listed companies in the United States, Canada, the United Kingdom, and Ireland, of $6,070,000 that will be amortized over a weighted average period of 10 years; and trade names of $900,000 that will be amortized over three years.

 

The deferred tax liability of $2,920,000 results primarily because the amortization expense related to certain intangible assets is not deductible for income tax purposes.

 

If this acquisition had occurred as of January 1, 2007 and 2008, our results of operations would not have been significantly different from the amounts reported for the three and nine months ended September 30, 2007 and 2008, respectively.

 

Acquisition of the mutual fund data business from Standard & Poor’s

 

In March 2007, we acquired the mutual fund data business from Standard & Poor’s for $57,983,000 in cash including post-closing adjustments and transaction costs directly related to the acquisition, less acquired cash. Approximately 80% of this business is generated outside the United States. We began including the financial results of this acquisition in our Consolidated Financial Statements on March 16, 2007.

 

The following table summarizes our allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

 

 

 

($000)

 

Cash

 

$

2,974

 

Accounts receivable

 

7,529

 

Other current assets

 

1,849

 

Fixed assets

 

126

 

Intangible assets

 

34,080

 

Goodwill

 

36,851

 

Deferred revenue

 

(16,450

)

Accrued liabilities

 

(4,246

)

Deferred tax liabilities

 

(1,626

)

Other non-current liabilities

 

(130

)

Total purchase price

 

$

60,957

 

 

The allocation includes $34,080,000 of acquired intangible assets. These assets include customer-related assets of $13,040,000 that will be amortized over a weighted average period of 10 years; technology-based assets, including software and a database covering managed investment vehicles, including mutual funds, exchange-traded funds, hedge funds, and offshore funds, of $20,580,000 that will be amortized over a weighted average period of nine years; and a non-compete agreement of $460,000 that will be amortized over five years.

 

The deferred tax liability of $1,626,000 results primarily because the amortization expense related to certain of these intangible assets is not deductible for income tax purposes.

 

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Based on the purchase price allocation, we recorded $36,851,000 of goodwill. The goodwill we recorded is not considered deductible for income tax purposes. SFAS No. 109, Accounting for Income Taxes, prohibits recognition of a deferred tax asset or liability for temporary differences in goodwill if goodwill is not amortizable and deductible for tax purposes.

 

In the third quarter of 2008, we recorded an income tax benefit of $820,000 related to this acquisition with a corresponding reduction to goodwill.

 

The purchase price allocation includes a liability of $1,685,000 for severance and lease termination costs. Substantially all of these liabilities were paid as of September 30, 2008.

 

If this acquisition had occurred as of January 1, 2007, our results of operations would not have been significantly different from the amounts reported for the nine months ended September 30, 2007.

 

Goodwill

 

The following table shows the changes in our goodwill balances from January 1, 2007 to September 30, 2008:

 

 

 

($000)

 

Balance as of January 1, 2007

 

$

86,680

 

Acquisition of the mutual fund data business acquired from Standard & Poor’s

 

37,180

 

Acquisition of the minority interest in Morningstar Europe NV

 

1,000

 

Other, primarily currency translation

 

3,281

 

Balance as of December 31, 2007

 

128,141

 

Acquisition of the Hemscott data, media, and investor relations Web site businesses

 

36,817

 

Acquisition of Financial Computer Support, Inc.

 

3,306

 

Adjustment to the goodwill of the mutual fund data business acquired from Standard & Poor’s

 

(329

)

Other, primarily currency translation

 

(1,788

)

Balance as of September 30, 2008

 

$

166,147

 

 

We did not record any impairment losses in the quarter or year-to-date periods ended September 30, 2008 or 2007, respectively.

 

The following table summarizes our intangible assets:

 

 

 

As of September 30, 2008

 

As of December 31, 2007

 

($000)

 

Gross

 

Accumulated
Amortization

 

Net

 

Weighted
Average
Useful Life
(years)

 

Gross

 

Accumulated
Amortization

 

Net

 

Weighted
Average
Useful Life
(years)

 

Intellectual property

 

$

27,366

 

$

(7,898

)

$

19,468

 

10

 

$

26,956

 

$

(5,542

)

$

21,414

 

10

 

Customer-related assets

 

69,162

 

(16,032

)

53,130

 

10

 

58,721

 

(10,354

)

48,367

 

10

 

Supplier relationships

 

240

 

(45

)

195

 

20

 

240

 

(36

)

204

 

20

 

Technology-based assets

 

35,937

 

(8,431

)

27,506

 

9

 

30,059

 

(4,881

)

25,178

 

9

 

Non-competition agreement

 

810

 

(333

)

477

 

5

 

810

 

(206

)

604

 

5

 

Intangible assets related to the FCSI acquisition

 

2,435

 

 

2,435

 

10

 

 

 

 

 

Total intangible assets

 

$

135,950

 

$

(32,739

)

$

103,211

 

9

 

$

116,786

 

$

(21,019

)

$

95,767

 

10

 

 

We amortize intangible assets using the straight-line method over their expected economic useful lives. Amortization expense was $12,065,000 and $9,487,000 for the nine months ended September 30, 2008 and 2007, respectively.

 

As of September 30, 2008, we estimate that aggregate amortization expense for intangible assets will be $15,937,000 in 2008; $15,749,000 in 2009; $14,261,000 in 2010; $12,810,000 in 2011; $12,152,000 in 2012; and $10,741,000 in 2013. Our estimates of future amortization expense for intangible assets may be affected by changes to the preliminary purchase price allocations associated with our recent acquisitions.

 

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Income per Share

 

The numerator for both basic and diluted income per share is net income. The denominator for basic income per share is the weighted average number of common shares outstanding during the period. For diluted income per share, the denominator includes the dilutive effect of outstanding employee stock options and restricted stock units using the treasury method. 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 September 30

 

Nine Months Ended September 30

 

(in thousands, except per share amounts)

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Basic income per share:

 

 

 

 

 

 

 

 

 

Net income

 

$

22,187

 

$

19,853

 

$

73,262

 

$

53,912

 

Weighted average common shares outstanding

 

46,499

 

43,393

 

45,883

 

42,889

 

Basic net income per share

 

$

0.48

 

$

0.46

 

$

1.60

 

$

1.26

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share:

 

 

 

 

 

 

 

 

 

Net income

 

$

22,187

 

$

19,853

 

$

73,262

 

$

53,912

 

Weighted average common shares outstanding

 

46,499

 

43,393

 

45,.883

 

42,889

 

Net effect of dilutive stock options and restricted stock units

 

2,922

 

4,839

 

3,338

 

5,030

 

Weighted average common shares outstanding for computing diluted income per share

 

49,421

 

48,232

 

49,221

 

47,919

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.45

 

$

0.41

 

$

1.49

 

$

1.13

 

 

5. Segment and Geographical Area Information

 

We organize our operations based on products and services sold in three primary business segments: Individual, Advisor, and Institutional.

 

·   Individual segment. Our Individual segment focuses on products and services for individual investors. The largest product in this segment based on revenue is our U.S.-based Web site, Morningstar.com, which includes both paid Premium Membership service and sales of Internet advertising space. As a result of the Hemscott acquisition in the first quarter of 2008, this segment also includes revenue from the Hemscott Premium and Premium Plus subscription-based services and sales of Internet advertising space on Hemscott.com.

 

Our Individual segment also includes Morningstar Equity Research, which we distribute through several channels. We distribute our equity research through six major banks to meet the requirements for independent research under the Global Analyst Research Settlement, as well as to several other companies that purchase our research for their own use or provide our research to their affiliated financial advisors or to individual investors. In addition, investors can access our equity research through our Premium Membership offering on Morningstar.com.

 

We also offer a variety of print and online publications about investing, including several newsletters and books.

 

·   Advisor segment. Our Advisor segment focuses on products and services for financial advisors. Key products in this segment based on revenue are Morningstar Advisor Workstation and Morningstar Principia. Advisor Workstation is a Web-based investment planning system that provides financial advisors with a comprehensive set of tools for conducting their core business. Advisor Workstation is available in two editions: the Office Edition for independent financial advisors and the Enterprise Edition for financial advisors affiliated with larger firms. Principia is our CD-ROM-based investment research and planning software for financial advisors. In addition, we offer Morningstar Managed Portfolios, a fee-based discretionary asset management service that includes a series of mutual fund and exchange-traded fund portfolios tailored to meet a range of investment time horizons and risk levels that financial advisors can use for their clients’ taxable and tax-deferred accounts; and Financial Communications, which includes investment conferences, Web sites, magazines, and presentation materials for financial advisors. Beginning in September 2008, our Advisor segment also includes the operations of FCSI, a leading provider of practice management software for independent advisors.

 

·   Institutional segment. Our Institutional segment focuses on products and services for institutions, including banks, insurance companies, mutual fund companies, brokerage firms, media companies, and retirement plan providers and sponsors. Key products and services in this segment based on revenue are Investment Consulting, which focuses on investment monitoring and asset allocation for funds of funds, including mutual funds and variable annuities; Licensed Data, a set of investment data spanning 10 core databases, available through electronic data feeds; Morningstar Direct, a Web-based institutional research platform that provides advanced research and tools on the complete range of securities in Morningstar’s global database; Retirement Advice, including the Morningstar Retirement Manager and Advice by Ibbotson platforms; and Licensed Tools and Content, a set of online tools and editorial content designed for institutions to use in their Web sites and software.

 

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Table of Contents

 

With the January 2008 Hemscott acquisition, our Licensed Data offerings include Hemscott Data, which has more than 20 years of comprehensive fundamental data on virtually all publicly listed companies in the United States, Canada, the United Kingdom, and Ireland. Other products that have been added to this segment include Hemscott Guru, a leading online research tool that contains financial data and directors’ biographies on more than 2,500 UK-quoted companies and 400,000 private companies; Hemscott Adviser Rankings Guide, a comprehensive listing of more than 1,800 leading providers of professional services to all UK- and Irish-registered companies listed on the London Stock Exchange; and Hemscott IR, a pioneer in best-practice online investor relations and corporate communications services in the United Kingdom.

 

We measure the operating results of these segments based on operating income (loss), including an allocation of corporate costs. We include intersegment revenue and expenses in segment information. We sell services and products between segments at predetermined rates primarily based on cost. The recovery of intersegment cost is shown as “Intersegment revenue.”

 

Our segment accounting policies are the same as those described in Note 2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K as of December 31, 2007, except for the capitalization and amortization of internal product development costs and amortization of intangible assets. We exclude these items from our operating segment results to provide our chief operating decision maker with a better indication of each segment’s ability to generate cash flow. This information is one of the criteria used by our chief operating decision maker in determining how to allocate resources to each segment. We include the capitalization and amortization of internal product development costs, the amortization of intangible assets, and the elimination of intersegment revenue and expense, in the Corporate Items and Eliminations category to arrive at the consolidated financial information. Our segment disclosures include the business segment information provided to our chief operating decision maker on a recurring basis. Therefore, we do not present balance sheet information, including goodwill or other intangibles, by segment.

 

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Table of Contents

 

The following tables show selected segment data for the three and nine months ended September 30, 2008 and 2007:

 

 

 

Three months ended September 30, 2008

 

 

 

 

 

 

 

($000)

 

Individual

 

Advisor

 

Institutional

 

Corporate Items
& Eliminations

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

25,434

 

$

32,353

 

$

67,718

 

$

 

$

125,505

 

Intersegment

 

1,179

 

49

 

1,230

 

(2,458

)

 

Total revenue

 

26,613

 

32,402

 

68,948

 

(2,458

)

125,505

 

Operating expense, excluding stock-based compensation expense, depreciation, and amortization

 

18,984

 

22,111

 

43,620

 

(2,470

)

82,245

 

Stock-based compensation expense

 

583

 

834

 

1,401

 

 

2,818

 

Depreciation and amortization

 

435

 

616

 

1,223

 

3,992

 

6,266

 

Operating income (loss)

 

$

6,611

 

$

8,841

 

$

22,704

 

$

(3,980

)

$

34,176

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

1,814

 

$

2,561

 

$

6,706

 

$

855

 

$

11,936

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. revenue

 

 

 

 

 

 

 

 

 

$

94,924

 

Non-U.S. revenue

 

 

 

 

 

 

 

 

 

$

30,581

 

 

 

 

Three months ended September 30, 2007

 

 

 

 

 

 

 

($000)

 

Individual

 

Advisor

 

Institutional

 

Corporate Items
& Eliminations

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

22,605

 

$

29,295

 

$

59,959

 

$

 

$

111,859

 

Intersegment

 

1,062

 

41

 

886

 

(1,989

)

 

Total revenue

 

23,667

 

29,336

 

60,845

 

(1,989

)

111,859

 

Operating expense, excluding stock-based compensation expense, depreciation, and amortization

 

16,624

 

19,404

 

38,098

 

(1,971

)

72,155

 

Stock-based compensation expense

 

492

 

792

 

1,313

 

 

2,597

 

Depreciation and amortization

 

364

 

472

 

758

 

4,068

 

5,662

 

Operating income (loss)

 

$

6,187

 

$

8,668

 

$

20,676

 

$

(4,086

)

$

31,445

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

275

 

$

734

 

$

1,081

 

$

1,376

 

$

3,466

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. revenue

 

 

 

 

 

 

 

 

 

$

87,006

 

Non-U.S. revenue

 

 

 

 

 

 

 

 

 

$

24,853

 

 

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Nine months ended September 30, 2008

 

 

 

 

 

 

 

($000)

 

Individual

 

Advisor

 

Institutional

 

Corporate Items
& Eliminations

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

78,392

 

$

96,872

 

207,922

 

$

 

$

383,186

 

Intersegment

 

3,727

 

86

 

3,796

 

(7,609

)

 

Total revenue

 

82,119

 

96,958

 

211,718

 

(7,609

)

383,186

 

Operating expense, excluding stock-based compensation expense, depreciation, and amortization

 

58,093

 

64,375

 

130,649

 

(7,592

)

245,525

 

Stock-based compensation expense

 

1,677

 

2,563

 

4,291

 

 

8,531

 

Depreciation and amortization

 

1,306

 

1,693

 

3,495

 

12,205

 

18,699

 

Operating income (loss)

 

$

21,043

 

$

28,327

 

73,283

 

$

(12,222

)

$

110,431

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

5,832

 

$

7,266

 

$

14,262

 

$

1,930

 

$

29,290

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. revenue

 

 

 

 

 

 

 

 

 

$

289,621

 

Non-U.S. revenue

 

 

 

 

 

 

 

 

 

$

93,565

 

 

 

 

 

 

 

 

 

 

 

 

Sept. 30, 2008

 

U.S. long-lived assets

 

 

 

 

 

 

 

 

 

$

40,476

 

Non-U.S. long-lived assets

 

 

 

 

 

 

 

 

 

$

11,815

 

 

 

 

Nine months ended September 30, 2007

 

 

 

 

 

 

 

($000)

 

Individual

 

Advisor

 

Institutional

 

Corporate Items
& Eliminations

 

Total

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

External customers

 

$

68,611

 

$

85,356

 

$

163,024

 

$

 

$

316,991

 

Intersegment

 

3,286

 

166

 

2,727

 

(6,179

)

 

Total revenue

 

71,897

 

85,522

 

165,751

 

(6,179

)

316,991

 

Operating expense, excluding stock-based compensation expense, depreciation, and amortization

 

51,129

 

58,063

 

105,981

 

(6,077

)

209,096

 

Stock-based compensation expense

 

1,628

 

2,483

 

4,023

 

 

8,134

 

Depreciation and amortization

 

1,160

 

1,418

 

2,280

 

10,985

 

15,843

 

Operating income (loss)

 

$

17,980

 

$

23,558

 

$

53,467

 

$

(11,087

)

$

83,918

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

604

 

$

2,514

 

$

3,249

 

$

2,987

 

$

9,354

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. revenue

 

 

 

 

 

 

 

 

 

$

253,405

 

Non-U.S. revenue

 

 

 

 

 

 

 

 

 

$

63,586

 

 

 

 

 

 

 

 

 

 

 

 

Sept. 30, 2007

 

U.S. long-lived assets

 

 

 

 

 

 

 

 

 

$

9,745

 

Non-U.S. long-lived assets

 

 

 

 

 

 

 

 

 

$

9,164

 

 

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Table of Contents

 

6. Investments

 

We monitor the concentration, diversification, maturity, and liquidity of our investment portfolio, which is primarily invested in fixed-income securities. We classify our investment portfolio as follows:

 

($000)

 

September 30
2008

 

December 31
2007

 

Available-for-sale

 

$

68,967

 

$

91,546

 

Held-to-maturity

 

3,416

 

3,428

 

Trading securities

 

3,622

 

4,038

 

Total

 

$

76,005

 

$

99,012

 

 

Held-to-maturity investments include a $2,500,000 certificate of deposit held as collateral against two bank guarantees for our office space lease in Australia.

 

7. Investments In Unconsolidated Entities

 

Our investments in unconsolidated entities consist primarily of the following:

 

Morningstar Japan K.K. Morningstar Japan K.K. (MJKK) develops and markets products and services customized for the Japanese market. MJKK’s shares are traded on the Osaka Stock Exchange, “Hercules Market,” using the ticker 4765. As of September 30, 2008, we owned approximately 34% of MJKK. We account for our investment in MJKK using the equity method. The book value of our investment in MJKK totaled $17,851,000 and $17,522,000 as of September 30, 2008 and December 31, 2007, respectively. The market value of our investment in MJKK was approximately Japanese Yen 3.0 billion (approximately U.S. $28,593,000) as of September 30, 2008 and Japanese Yen 5.4 billion (approximately U.S. $48,007,000) as of December 31, 2007.

 

Morningstar Korea, Ltd. Morningstar Korea provides financial information and services for investors in South Korea. Our ownership interest and profit- and loss-sharing interest in Morningstar Korea was 40% as of September 30, 2008 and December 31, 2007. We account for this investment using the equity method. Our investment totaled $1,520,000 and $1,512,000 as of September 30, 2008 and December 31, 2007, respectively.

 

Other Investments in Unconsolidated Entities. As of September 30, 2008 and December 31, 2007, the book value of our other investments in unconsolidated entities totaled $959,000 and $821,000, respectively, and consist primarily of our investments in Morningstar Danmark A/S (Morningstar Denmark) and Morningstar Sweden AB (Morningstar Sweden). Morningstar Denmark and Morningstar Sweden develop and market products and services customized for their respective markets. Our ownership interest in both Morningstar Denmark and Morningstar Sweden was approximately 25% as of September 30, 2008 and December 31, 2007. We account for our investments in Morningstar Denmark and Morningstar Sweden using the equity method.

 

The following table shows condensed combined financial information, a portion of which is unaudited, for our investments in unconsolidated entities.

 

 

 

Three months ended September 30

 

Nine months ended September 30

 

($000)

 

2008

 

2007

 

2008

 

2007

 

Revenue

 

$

9,290

 

$

13,999

 

$

40,074

 

$

33,402

 

Operating income

 

$

1,363

 

$

1,343

 

$

4,769

 

$

5,413

 

Net income

 

$

937

 

$

868

 

$

3,490

 

$

3,309

 

 

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Table of Contents

 

8. Stock-Based Compensation

 

Stock-Based Compensation Plans

 

In November 2004, we adopted the 2004 Stock Incentive Plan. The 2004 Stock Incentive Plan provides for grants of options, stock appreciation rights, restricted stock, restricted stock units, and performance shares. All of our employees are eligible for awards under the 2004 Stock Incentive Plan. Our non-employee directors are also eligible for awards under the 2004 Stock Incentive Plan. Joe Mansueto, our chairman and chief executive officer, does not participate in the 2004 Stock Incentive Plan or prior plans (as defined below).

 

Since the adoption of the 2004 Stock Incentive Plan, we have granted stock options and, beginning in 2006, restricted stock units. Stock options granted under the 2004 Stock Incentive Plan generally vest ratably over a four-year period and expire 10 years after the date of grant. Almost all of the options granted under the 2004 Stock Incentive Plan have a premium feature in which the exercise price increases over the term of the option at a rate equal to the 10-year Treasury bond yield as of the date of grant. Restricted stock units represent the right to receive a share of Morningstar common stock when that unit vests. Restricted stock units granted under the 2004 Stock Incentive Plan generally vest ratably over a four-year period. At the time of grant, employees may elect to defer receipt of the Morningstar common stock issued upon vesting of the restricted stock unit. As of September 30, 2008, we had 2,524,594 shares available for future grants under our 2004 Stock Incentive Plan compared with 2,657,982 as of December 31, 2007.

 

Prior to November 2004, we granted stock options under various plans, including the 1993 Stock Option Plan (the 1993 Plan), the 2000 Morningstar Stock Option Plan (the 2000 Plan), and the 2001 Morningstar Stock Option Plan (the 2001 Plan). Options granted under the 1993 Plan, the 2000 Plan, and the 2001 Plan generally vested over a four-year period. As a result, all of the options related to these three plans are vested. Because the options granted under all three plans expire 10 years after the date of grant, some of these options remain outstanding. The 2004 Stock Incentive Plan amends and restates the 1993 Plan, the 2000 Plan, and the 2001 Plan (collectively, the Prior Plans). Under the 2004 Stock Incentive Plan, we will not grant any additional options under any of the Prior Plans, and any shares subject to an award under any of the Prior Plans that are forfeited, canceled, settled, or otherwise terminated without a distribution of shares, or withheld by us in connection with the exercise of options or in payment of any required income tax withholding, will not be available for awards under the 2004 Stock Incentive Plan.

 

In February 1999, we entered into an Incentive Stock Option Agreement and a Nonqualified Stock Option Agreement under the 1999 Incentive Stock Option Plan (the 1999 Plan) with Don Phillips, an officer of Morningstar. Under these agreements, we granted Don options to purchase 1,500,000 shares of common stock at an exercise price of $2.77 per share, equal to the fair value at the grant date. These options are fully vested and expire in February 2009. As of September 30, 2008, there were 59,076 options remaining to be exercised, compared with 217,286 as of December 31, 2007.

 

Accounting for Stock-Based Compensation Awards

 

In accordance with SFAS No. 123 (R), Stock Based Compensation, we estimate forfeitures of all employee stock-based awards and recognize compensation cost only for those awards expected to vest. We determine forfeiture rates based on historical experience.  Estimated forfeitures are adjusted to actual forfeiture experience as needed. Because our largest annual equity grants typically have vesting dates in the second quarter, we adjusted the stock-based compensation expense to reflect those awards that ultimately vested. As a result, in the second quarter of 2008 and 2007, we recorded approximately $210,000 and $720,000, respectively, of additional stock-based compensation expense as a result of adjusting from the estimated forfeitures to actual forfeiture experience for certain of our employee stock option and restricted stock unit grants. In addition, we reduced our estimate of the forfeiture rate that will be applied to awards not yet vested.

 

The following table summarizes stock-based compensation expense:

 

 

 

Three months ended September 30

 

Nine months ended September 30

 

($000)

 

2008

 

2007

 

2008

 

2007

 

Stock-based compensation expense

 

$

2,818

 

$

2,597

 

$

8,531

 

$

8,134

 

 

We recorded deferred tax benefits related to stock-based compensation expense of $697,000 and $927,000 for the three months ended September 30, 2008 and 2007, respectively, and $2,701,000 and $2,947,000 for the nine months ended September 30, 2008 and 2007, respectively.

 

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Restricted Stock Units

 

We measure the fair value of our restricted stock units on the date of grant based on the market price of the underlying common stock as of the close of trading on the day prior to grant. We amortize that value to stock-based compensation expense, net of estimated forfeitures, ratably over the vesting period. The total grant date fair value of restricted stock units granted in the first nine months of 2008 was approximately $12,653,000. As of September 30, 2008, the total amount of unrecognized stock-based compensation expense related to restricted stock units was approximately $22,165,000. We expect to recognize this expense over an average period of approximately 35 months.

 

The following table summarizes restricted stock unit activity in the first nine months of 2008:

 

Restricted Stock Units (RSUs)

 

Unvested

 

Vested but
Deferred

 

Total

 

Weighted
Average
Grant Date
Fair Value

 

Restricted Stock Units—December 31, 2007

 

414,282

 

6,621

 

420,903

 

$

48.41

 

Granted

 

180,231

 

 

180,231

 

$

70.21

 

Vested

 

(88,288

)

 

(88,288

)

$

47.40

 

Vested but deferred

 

(15,394

)

15,394

 

 

$

 

Forfeited

 

(19,854

)

 

(19,854

)

$

49.78

 

Restricted Stock Units—September 30, 2008

 

470,977

 

22,015

 

492,992

 

$

56.32

 

 

 

Stock Options

 

The following tables summarize stock option activity in the first nine months of 2008 for our various stock option grants. The first table includes activity for options granted at an exercise price below the fair value per share of our common stock on the grant date; the second table includes activity for all other option grants.

 

 

 

Nine months ended September 30, 2008

 

Options Granted At an Exercise Price Below the Fair Value Per Share on the Grant Date

 

Underlying
Shares

 

Weighted
Average
Exercise
Price

 

Options outstanding—December 31, 2007

 

2,068,590

 

$

12.84

 

Canceled

 

(7,565

)

$

15.92

 

Exercised

 

(500,304

)

$

10.41

 

Options outstanding—September 30, 2008

 

1,560,721

 

$

13.90

 

 

 

 

 

 

 

Options exercisable—September 30, 2008

 

1,534,021

 

$

13.84

 

 

 

 

Nine months ended September 30, 2008

 

All Other Option Grants, Excluding Activity Shown Above

 

Underlying
Shares

 

Weighted
Average
Exercise
Price

 

Options outstanding—December 31, 2007

 

4,377,089

 

$

13.61

 

Canceled

 

(20,338

)

$

21.61

 

Exercised

 

(1,289,579

)

$

10.78

 

Options outstanding—September 30, 2008

 

3,067,172

 

$

14.92

 

 

 

 

 

 

 

Options exercisable—September 30, 2008

 

2,838,068

 

$

14.21

 

 

 The total intrinsic value (difference between the market value of our stock on the date of exercise and the exercise price of the option) of options exercised in the nine months ended September 30, 2008 and 2007 was $100,196,000 and $55,701,000, respectively.

 

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The table below shows additional information for options outstanding and options exercisable as of September 30, 2008:

 

 

Options Outstanding

 

Options Exercisable

 

Range of Exercise Prices

 

Outstanding
Shares

 

Weighted
Average
Remaining
Contractual
Life

 

Weighted
Average
Exercise
Price

 

Aggregate
Intrinsic
Value
($000)

 

Exercisable
Shares

 

Weighted
Average
Remaining
Contractual
Life

 

Weighted
Average
Exercise
Price

 

Aggregate
Intrinsic
Value
($000)

 

$

2.77

 

109,137

 

0.31

 

$

2.77

 

$

5,752

 

108,934

 

0.31

 

$

2.77

 

$

5,741

 

$

8.57 - $14.70

 

3,028,267

 

2.34

 

$

12.34

 

130,603

 

3,027,635

 

2.34

 

$

12.34

 

130,575

 

$

17.19 - $38.98

 

1,490,489

 

6.47

 

$

19.96

 

52,931

 

1,235,520

 

6.42

 

$

19.31

 

44,678

 

$

2.77 - $38.98

 

4,627,893

 

3.62

 

$

14.57

 

$

189,286

 

4,372,089

 

3.44

 

$

14.07

 

$

180,994

 

Vested or Expected to Vest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$2.77 - $38.98

 

4,603,918

 

3.60

 

$

14.53

 

$

188,505

 

 

 

 

 

 

 

 

 

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on our closing stock price of $55.47 on September 30, 2008, which would have been received by the option holders had all option holders exercised their options as of that date.

 

As of September 30, 2008, the total amount of unrecognized stock-based compensation expense related to non-vested stock options was approximately $1,533,000. We expect to recognize this expense over a weighted average period of approximately eight months.

 

9. Related Party Transactions

 

In 1989, under our 1989 Nonqualified Stock Option Plan (the 1989 Plan), we granted options to purchase 1,500,000 shares of common stock at an exercise price of $0.075 per share, equal to the fair value at date of issue, to Don Phillips, an officer of Morningstar. These options were not exercised and expired in February 1999. In February 1999, in conjunction with the expiration of options granted under the 1989 Plan, we entered into a Deferred Compensation Agreement (the Agreement) with Don. Under the terms of the Agreement, on any date that Don exercises the right to purchase shares under the 1999 Plan, we shall pay to him $2.69 per share in the form of cash or, at our election, shares of common stock. If on the date of purchase the fair value of Morningstar’s stock is below $2.77 per share, the amount paid per share will be reduced based on the terms of the Agreement. Our obligation to pay deferred compensation will not be increased by any imputed interest or earnings amount.

 

In May 2006, Don Phillips entered into a Rule 10b5-1 sales plan contemplating the sale of shares to be acquired through stock option exercises. Upon exercise of these stock options, we will make payments to him, as prescribed by the Agreement. In the first nine months of 2008, Don exercised 158,210 options, of which 72,710 were sold under his 10b5-1 plan. As of September 30, 2008 and December 31, 2007, our Condensed Consolidated Balance Sheets include a liability of $159,000 and $585,000, respectively, for the Agreement. The liability is classified as “Other current liabilities.”  The reduction in the liability since December 31, 2007 reflects amounts paid to Don in the first nine months of 2008 in accordance with the Agreement.

 

10. Income Taxes

 

The following table shows our effective tax rate for the three and nine months ended September 30, 2008 and 2007:

 

 

 

Three months ended September 30

 

Nine months ended September 30

 

($000)

 

2008

 

2007

 

2008

 

2007

 

Income before income taxes and equity in net income of unconsolidated entities

 

$

35,466

 

$

33,665

 

$

114,324

 

$

89,019

 

Equity in net income of unconsolidated entities

 

268

 

417

 

1,065

 

1,409

 

Total

 

$

35,734

 

$

34,082

 

$

115,389

 

$

90,428

 

Income tax expense

 

$

13,547

 

$

14,229

 

$

42,127

 

$

36,516

 

Effective income tax expense rate

 

37.9

%

41.7

%

36.5

%

40.4

%

 

Our effective tax rate declined by 3.8 percentage points in the third quarter of 2008 and declined 3.9 percentage points for the nine months ended September 30, 2008 compared with the prior-year periods. The decrease in the 2008 effective tax rate primarily reflects a reduction in our U.S. state tax rate related to a 2007 change in state tax law. The favorable, but variable, benefit from incentive stock-option transactions also contributed to the lower tax rate compared against the same periods in 2007, but to a greater extent in the year-to-date period.

 

We conduct business globally and as a result, we file income tax returns in U.S. Federal, state, local, and foreign jurisdictions. In the normal course of business we are subject to examination by tax authorities throughout the world. The open tax years for our U.S. Federal tax return include the years 2005 to the present. Most of our state tax returns have open tax years from 2004 to the present. In non-U.S. jurisdictions, the statute of limitations generally extends to years prior to 2003. There were no significant changes to uncertain tax positions in the first nine months of 2008 as a result of lapses of statutes of limitation or audit activity.

 

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We are currently under audit by various state and local tax authorities in the United States. We are also under audit by the tax authorities in certain non-U.S. jurisdictions. It is likely that the examination phase of some of these state, local, and non-U.S. audits will conclude in 2008. It is not possible to estimate the impact of current audits on previously recorded unrecognized tax benefits.

 

As of December 31, 2007 we had approximately $7,195,000 of gross unrecognized tax benefits, of which $4,741,000, if recognized, would result in a reduction of our effective income tax rate, and $2,383,000 of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of the deduction. In the first nine months of 2008 we reduced the unrecognized tax benefit by $2,383,000 and recorded a corresponding decrease to our deferred tax assets as a result of a resolution concerning the timing of the deduction. Because of the impact of deferred tax accounting, other than interest and penalties, this liability did not affect our 2008 effective tax rate. Adjustments recorded to other unrecognized tax benefits in the first nine months of 2008 were not material.

 

Our effective income tax rate reflects the fact that we are not recording an income tax benefit related to losses recorded by certain of our non-U.S. operations. The net operating losses (NOLs) may become deductible in certain non-U.S. tax jurisdictions to the extent these non-U.S. operations become profitable. In the year certain non-U.S. entities record a loss, we do not record a corresponding tax benefit, thus increasing our effective tax rate. 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.  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.

 

11. Contingencies

 

Morningstar Associates, LLC Subpoenas from Securities and Exchange Commission, New York Attorney General’s Office, and the Department of Labor

 

Securities and Exchange Commission

 

In February 2005, Morningstar Associates, LLC, a wholly owned subsidiary of Morningstar, Inc., received a request from the SEC for the voluntary production of documents relating to the investment consulting services the company offers to retirement plan providers, including fund lineup recommendations for retirement plan sponsors. In July 2005, the SEC issued a subpoena to Morningstar Associates that was virtually identical to its February 2005 request.

 

Subsequently, the SEC focused on disclosure relating to an optional service offered to retirement plan sponsors (employers) that select 401(k) plan services from ING, one of Morningstar Associates’ clients. In response to the SEC investigation, ING and Morningstar Associates revised certain documents for plan sponsors to further clarify the roles of ING and Morningstar Associates in providing that service. The revisions also help reinforce that Morningstar Associates makes its selections only from funds available within ING’s various retirement products.

 

In January 2007, the SEC notified Morningstar Associates that it ended its investigation, with no enforcement action, fines, or penalties.

 

New York Attorney General’s Office

 

In December 2004, Morningstar Associates received a subpoena from the New York Attorney General’s office seeking information and documents related to an investigation the New York Attorney General’s office is conducting. The request is similar in scope to the SEC subpoena described above. Morningstar Associates has provided the requested information and documents.

 

In January 2007, Morningstar Associates received a Notice of Proposed Litigation from the New York Attorney General’s office. The Notice centers on the same issues that became the focus of the SEC investigation described above. The Notice gave Morningstar Associates the opportunity to explain why the New York Attorney General’s office should not institute proceedings. Morningstar Associates promptly submitted its explanation and has cooperated fully with the New York Attorney General’s office.

 

We cannot predict the scope, timing, or outcome of this matter, which may include the institution of administrative, civil, injunctive, or criminal proceedings, the imposition of fines and penalties, and other remedies and sanctions, any of which could lead to an adverse impact on our stock price, the inability to attract or retain key employees, and the loss of customers. We also cannot predict what impact, if any, this matter may have on our business, operating results, or financial condition.

 

United States Department of Labor

 

In May 2005, Morningstar Associates received a subpoena from the United States Department of Labor, seeking information and documents related to an investigation the Department of Labor is conducting. The Department of Labor subpoena is substantially similar in scope to the SEC and New York Attorney General subpoenas.

 

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In January 2007, the Department of Labor issued a request for additional documents pursuant to the May 2005 subpoena, including documents and information regarding Morningstar Associates’ retirement advice products for plan participants. Morningstar Associates continues to cooperate fully with the Department of Labor.

 

We cannot predict the scope, timing, or outcome of this matter, which may include the institution of administrative, civil, injunctive, or criminal proceedings, the imposition of fines and penalties, and other remedies and sanctions, any of which could lead to an adverse impact on our stock price, the inability to attract or retain key employees, and the loss of customers. We also cannot predict what impact, if any, these matters may have on our business, operating results, or financial condition.

 

In addition to these proceedings, 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 that the result of any of these matters will have a material adverse effect on our business, operating results, or financial condition.

 

12. Recently Issued Accounting Pronouncements

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of SFAS No. 133. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. To date, we have not engaged in currency or other hedging activities, and we do not currently have any positions in derivative instruments. Therefore, we do not expect the adoption of SFAS No. 161 will have any impact on our Consolidated Financial Statements.

 

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No. 141(R) modifies the financial accounting and reporting of business combinations. SFAS No. 141(R) requires the acquirer to recognize and measure the fair value of the acquired operation as a whole, and the assets acquired and liabilities assumed at their full fair values as of the date control is obtained, regardless of the percentage ownership in the acquired operation or how the acquisition was achieved. SFAS No. 141(R) is effective for business combination transactions with acquisition dates on or after the first annual reporting period beginning on or after December 15, 2008. SFAS No. 141(R) is required to be adopted concurrently with SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 . SFAS No. 141(R) requires prospective application and prohibits earlier application. We are in the process of determining the effect the adoption of SFAS No. 141(R) will have on our Consolidated Financial Statements.

 

In December 2007, the FASB issued SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS No. 160 amends the financial accounting and reporting of noncontrolling (or minority) interests in consolidated financial statements. SFAS No. 160 is required to be adopted concurrently with SFAS No. 141(R) and is effective for the first annual reporting period beginning on or after December 15, 2008. Earlier application is prohibited. We are in the process of determining the effect the adoption of SFAS No. 160 will have on our Consolidated Financial Statements.

 

13. Subsequent Event

 

In October 2008, we acquired Fundamental Data Limited, a leading provider of data on closed-end funds in the United Kingdom, for 11 million pounds sterling, or approximately U.S. $19 million, subject to post-closing adjustments.

 

Fundamental Data covers all UK- and U.S.-domiciled closed-end funds as well as offshore and local closed-end funds worldwide. Clients include major investment banks, stockbrokers, fund management groups, private client advisers, accountancy firms, wealth managers, and other professionals. Fundamental Data currently provides data on more than 1,500 closed-end funds and has more than 3,000 data points for each fund. Fundamental Data’s flagship product is FundWeb, an online subscription service allowing its clients access to its comprehensive database. Fundamental Data also provides data feeds, Web site feeds, and report outsourcing services including production of fund fact sheets. It also offers an online database of publicly issued documents relating to closed-end funds.

 

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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, general industry conditions and competition, including the current global financial crisis that began in 2007; 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; 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 Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q as well as our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2007. 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 prior 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 Internet, software, and print-based products for individual investors, financial advisors, and institutional clients. We also offer asset management services for advisors, institutions, and retirement plan participants. Many of our products are sold through subscriptions or license agreements. As a result, we typically generate recurring revenue.

 

We emphasize a decentralized approach to running our business to empower our managers and to create a culture of responsibility and accountability. We operate our decentralized business structure in three global business segments: Individual, Advisor, and Institutional. In all three of these segments, we believe our work helps individual investors make better investment decisions.

 

Historically, we have focused primarily on organic growth by introducing new products and services and marketing our existing products. However, we have made and expect to continue to make selective acquisitions that support our four key growth strategies, which are:

 

·       Enhance our position in each of our three operating segments by focusing on our three major Internet-based platforms;

·       Become a global leader in funds-of-funds investment management;

·       Expand the range of services we offer investors, financial advisors, and institutional clients; and

·       Expand our international brand presence, products, and services.

 

Industry Overview

 

We monitor developments in the economic and financial information industry on an ongoing basis and use these insights to help inform our company strategy, product development plans, and marketing initiatives.

 

The third quarter of 2008 was a time of significant market volatility and uncertainty, which worsened during the quarter and into the fourth quarter. The ongoing financial crisis accelerated during the quarter as high-profile investment bank Lehman Brothers went into bankruptcy, mortgage lenders Fannie Mae and Freddie Mac were taken over by the U.S. government, insurance firms such as AIG received large cash infusions from the U.S. government, and lawmakers and regulators considered a $700 billion rescue package proposed by Treasury officials. Other large investment banks underwent significant changes as Bank of America purchased Merrill Lynch and Morgan Stanley and Goldman Sachs chose to obtain bank charters, which subjects them to strict banking regulations.

 

In response to these events, the U.S. equity market lost about 10% of its value during the quarter as measured by Morningstar’s U.S. Market Index, a broad market benchmark. Many global markets also lost ground during the quarter, and bond markets also experienced volatility because of widening credit spreads as well as fears of inflation. Problems in the credit markets had widespread effects even on traditional safe havens such as money market funds and high-grade commercial paper. As the third quarter progressed, market volatility and uncertainty became increasingly severe.

 

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The recent market upheaval triggered the largest wave of monthly net redemptions in the history of the mutual fund industry. In September 2008, according to Morningstar’s data, investors pulled an estimated $47.5 billion out of long-term mutual funds. Investor concern about the deepening financial crisis and a money market fund dropping below a $1 net asset value contributed to the outflows. International stock funds and U.S. stock funds each had about $19 billion in net redemptions in September. Most other asset classes, including balanced funds, taxable bond funds, and municipal bond funds, also experienced net outflows. In contrast to previous market declines, when investors sold off stock funds and reallocated assets to bond funds, many investors have pulled their money out of mutual funds altogether. Because of these redemptions as well as the impact of market losses, total U.S. mutual fund assets declined to $10.6 trillion as of September 30, 2008, down from $11.7 trillion as of June 30, 2008 based on data from the Investment Company Institute (ICI).

 

Asset flows to alternative asset classes also suffered net outflows during the quarter. Based on data from Hedge Fund Research, hedge funds had $31 billion in net outflows during the quarter, compared with net inflows of $12.5 billion in the second quarter. Assets in exchange-traded funds (ETFs) totaled $580 billion as of September 30, 2008, about on par with $578 billion as of June 30, 2008, based on data from the ICI.

 

The environment for online advertising has been mixed. Earlier in the year, growth rates generally remained strong as advertisers continued to shift spending from traditional media to the Internet. Industry publication eMarketer currently projects that total online ad spending will reach $24.9 billion in 2008, which is below its previous forecast but still an increase of 17% over 2007. More recently, however, some companies in the financial services industry have said that they may cut advertising spending because of the weak market environment. Based on data from Nielsen/Net Ratings, aggregate page views and unique users to financial and investment sites both increased in the third quarter of 2008 compared with the same period in 2007, although the number of pages viewed per visit declined by about 2%. We believe this indicates that while some investors may be disengaged because of the market downturn, many people are still interested in investment-related content.

 

Overall, we believe the disruption in the financial markets continues to cause widespread investor uncertainty, and the market downturn has also created some spending cutbacks among asset management firms and other financial services companies.

 

The financial crisis has had two main effects on our business: lengthening the sales cycle and increasing pressure on renewal pricing. Most of the impact to date has been on new business, where we’ve been seeing longer sales cycles, tightening budgets, and more review by senior management at client organizations.

 

On the positive side, many of our contracts have multiyear terms, and we believe the services we provide are fairly entrenched within many areas of our clients’ organizations. At the same time, our renewal rates have remained strong (though with some pressure on pricing) and cancellations have not significantly increased.

 

Industry consolidation in the financial services sector has also been an ongoing trend. When our clients are acquired, the impact on us may be positive, negative, or neutral. We may lose business following an acquisition of one of our clients, but we also often have opportunities to continue providing services or expand our business with the new parent organization. We are actively monitoring business conditions for all of our major clients and continuing to work closely with them to align our products and services to meet their needs.

 

Overall, we remain cautious because of the difficult and uncertain market environment. However, we’re investing in our business and managing it for the long term. We’re also looking for business opportunities that may emerge from the current crisis.

 

Three and Nine Months Ended September 30, 2008 vs. Three and Nine Months Ended September 30, 2007

 

Consolidated Results

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30

 

Key Metrics ($000)

 

2008

 

2007

 

Change

 

2008

 

2007

 

Change

 

Revenue

 

$

125,505

 

$

111,859

 

12.2

%

$

383,186

 

$

316,991

 

20.9

%

Operating income

 

34,176

 

31,445

 

8.7

%

110,431

 

83,918

 

31.6

%

Operating margin

 

27.2

%

28.1

%

(0.9

)pp

28.8

%

26.5

%

2.3

pp

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash used for investing activities

 

(28,235

)

(49,552

)

(43.0

)%

(61,339

)

(108,529

)

(43.5

)%

Cash provided by financing activities

 

9,388

 

12,154

 

(22.8

)%

39,322

 

24,851

 

58.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

49,245

 

$

28,380

 

73.5

%

$

98,364

 

$

72,876

 

35.0

%

Capital expenditures

 

(11,936

)

(3,466

)

244.4

%

(29,290

)

(9,354

)

213.1

%

Free cash flow

 

$

37,309

 

$

24,914

 

49.8

%

$

69,074

 

$

63,522

 

8.7

%

 

NMF – not meaningful

pp – percentage points

 

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We define free cash flow as cash provided by or used for operating activities less capital expenditures. We present free cash flow solely as supplemental disclosure to help investors better understand how much cash is available after we spend money to operate our business. Our management team uses free cash flow to evaluate the performance of our business. Free cash flow is not a measure of performance set forth under U.S. Generally Accepted Accounting Principles (GAAP). Also, the free cash flow definition we use may not be comparable to similarly titled measures used by other companies.

 

Third-Quarter Highlights

 

·                  Revenue increased 12.2%. Because of the difficult market environment, our 8% organic revenue growth (which we define as consolidated revenue excluding acquisitions and the impact of foreign currency translations) was slower compared with past levels and third-quarter revenue declined by 5.1% compared with the second quarter of 2008.

 

·                  Revenue from acquisitions, primarily Hemscott, contributed 4.2 percentage points to third-quarter revenue growth.

 

·                  The largest contributors to organic revenue growth this quarter were Licensed Data and our three major Internet-based platforms: Morningstar Advisor Workstation, Morningstar Direct, and Morningstar.com.

 

·                  International revenue grew about 23% and acquisitions accounted for about one-half of the growth in international revenue. The percentage of revenue from outside the United States reached 24%, up from 22% in the third quarter of 2007.

 

·                  Operating margin declined modestly to 27.2% in 2008 compared with 28.1% in 2007.

 

·                  Free cash flow increased by approximately $12.4 million to $37.3 million, reflecting a $20.9 million increase in cash provided by operating activities and a $8.5 million increase in capital expenditures related to our new corporate office.

 

Consolidated Revenue

 

Because we have made several acquisitions in recent years, comparing our financial results from year to year is complex. To make it easier for investors to compare our results in different periods, we provide information on both organic revenue, which reflects our underlying business excluding acquisitions, and revenue from acquisitions. We include an acquired operation as part of our revenue from acquisitions for 12 months after we complete the acquisition. After that, we include it as part of our organic revenue.

 

The table below shows the period in which we included each acquired operation in revenue from acquisitions:

 

 

 

Revenue from Acquisitions

 

 

 

Acquisition

 

Three Months Ended
September 30, 2008

 

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