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Acquisitions, Goodwill, and Other Intangible Assets
12 Months Ended
Dec. 31, 2019
Acquisitions, Goodwill, and Other Intangible Assets [Abstract]  
Acquisitions, Goodwill, and Other Intangible Assets Acquisitions, Goodwill, and Other Intangible Assets
 
2019 Acquisitions

AdviserLogic
On December 1, 2019, we acquired AdviserLogic, a cloud-based financial planning software platform for financial advisors in Australia. We began consolidating the financial results of AdviserLogic in our Consolidated Financial Statements on December 1, 2019.
DBRS
On July 2, 2019, we acquired 100% of the voting equity interests of DBRS for total cash consideration of $682.1 million. DBRS delivers comprehensive credit rating services and ongoing surveillance to customers in various market sectors across Canada, the U.S., and Europe. The combination of DBRS with Morningstar Credit Ratings' business (collectively, DBRS Morningstar) expands global asset class coverage and provides investors with fixed-income analysis and research through the combined platform.
We began consolidating the financial results of this acquisition in our Consolidated Financial Statements on July 2, 2019. DBRS Morningstar contributed $127.6 million of revenue and $123.5 million of operating expense during the year ended December 31, 2019. We incurred transaction-related costs of $6.5 million during the year 2019.
We accounted for this transaction using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Morningstar was the accounting acquirer for purposes of accounting for the business combination. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of December 31, 2019, and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill.
As of December 31, 2019, we completed our initial determination of the fair values of the acquired, identifiable assets and liabilities based on the information available. The primary areas that are not yet finalized due to information that may become available subsequently and may result in changes in the values assigned to various assets and liabilities include acquired intangible assets and current and deferred tax assets and liabilities. If additional information that existed as the time of the acquisition date becomes available within 12 months of the acquisition date, there may be adjustments to these initial fair value measurements.
The following table summarizes our allocation of the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
 
 
(in millions)
Cash consideration transferred
 
$
682.1

 
 
 
Cash and cash equivalents
 
$
8.5

Accounts receivable
 
28.8

Property, equipment, and capitalized software, net
 
12.8

Intangible assets, net
 
284.1

Goodwill
 
473.3

Operating lease assets
 
33.3

Other current and non-current assets
 
5.7

Deferred revenue
 
(43.2
)
Deferred tax liability, net
 
(66.6
)
Operating lease liabilities
 
(35.0
)
Other current and non-current liabilities
 
(19.6
)
Total fair value of DBRS
 
$
682.1


Accounts receivable acquired were recorded at gross contractual amounts receivable, which approximates fair value. We expect to collect substantially all of the gross contractual amounts receivable within a reasonable period of time after the acquisition date.
The preliminary allocation of the estimated fair values of the assets acquired and liabilities assumed includes $284.1 million of acquired intangible assets, as follows:
 
 
(in millions)
 
Weighted Average Useful Life (years)
Customer-related assets
 
$
219.1

 
10
Technology-based assets
 
29.4

 
5
Intellectual property (trademarks and trade names)
 
35.6

 
7
Total intangible assets
 
$
284.1

 
 


We recognized a preliminary net deferred tax liability of $66.6 million mainly because the amortization expense related to certain intangible assets is not deductible for income tax purposes.
Goodwill of $473.3 million represents the excess over the fair value of the net tangible and intangible assets acquired. Goodwill is not deductible for income tax purposes.
The following unaudited pro forma information presents a summary of our Condensed Consolidated Statements of Income for the year ended December 31, 2019 and 2018, as if we had completed the acquisition as of January 1, 2018.
This unaudited pro forma information is presented for illustrative purposes and is not intended to represent or be indicative of the actual results of operations or expected synergies of DBRS Morningstar that would have been achieved had the acquisition occurred at the beginning of the earliest period presented, nor is it intended to represent or be indicative of future results of operations.
In calculating the pro forma information below, we included an estimate of amortization expense related to the intangible assets acquired, depreciation expense due to changes in estimated remaining useful lives of long-lived assets, reduction in revenue as a result of the fair value adjustments to deferred revenue, and interest expense incurred on the long-term debt.
Unaudited Pro Forma Financial Information (in millions)
 
2019
 
2018
Revenue
 
$
1,259.2

 
$
1,184.5

Operating income
 
190.3

 
223.6

Net income
 
148.2

 
179.7

 
 
 
 
 
Basic net income per share
 
$
3.47

 
$
4.22

Diluted net income per share
 
$
3.43

 
$
4.18


Other acquisition activity during 2019 was not significant.

Goodwill
 
The following table shows the changes in our goodwill balances from January 1, 2018 to December 31, 2019:
 
 
 
(in millions)
Balance as of January 1, 2018
 
$
564.9

Other, primarily foreign currency translation
 
(8.2
)
Balance as of December 31, 2018
 
$
556.7

Acquisition of DBRS
 
473.3

Other, primarily foreign currency translation
 
9.1

Balance as of December 31, 2019
 
$
1,039.1



We did not record any impairment losses in 2019, 2018, or 2017 as the estimated fair value of our reporting unit exceeded its carrying value and we did not note any indicators of impairment. We perform our annual impairment testing during the fourth quarter of each year.

Intangible Assets

The following table summarizes our intangible assets: 
 
 
As of December 31, 2019
 
As of December 31, 2018
(in millions)
 
Gross
 
Accumulated
Amortization
 
Net
 
Weighted
Average
Useful  Life
(years)
 
Gross
 
Accumulated
Amortization
 
Net
 
Weighted
Average
Useful  Life
(years)
Intellectual property
 
$
66.7

 
$
(32.9
)
 
$
33.8

 
8
 
$
30.8

 
$
(29.2
)
 
$
1.6

 
9
Customer-related assets
 
377.9

 
(130.3
)
 
247.6

 
11
 
153.0

 
(111.7
)
 
41.3

 
12
Supplier relationships
 
0.2

 
(0.1
)
 
0.1

 
20
 
0.2

 
(0.1
)
 
0.1

 
20
Technology-based assets
 
163.7

 
(112.0
)
 
51.7

 
7
 
126.9

 
(96.3
)
 
30.6

 
7
Non-competition agreements
 
2.4

 
(2.2
)
 
0.2

 
5
 
2.4

 
(2.1
)
 
0.3

 
5
Total intangible assets
 
$
610.9

 
$
(277.5
)
 
$
333.4

 
10
 
$
313.3

 
$
(239.4
)
 
$
73.9

 
10

 
The following table summarizes our amortization expense related to intangible assets:
(in millions)
 
2019
 
2018
 
2017
Amortization expense
 
$
36.5

 
$
20.7

 
$
23.6


 
We did not record any impairment losses involving intangible assets in 2019, 2018, or 2017.

We amortize intangible assets using the straight-line method over their expected economic useful lives.

Based on acquisitions and divestitures completed through December 31, 2019, we expect intangible amortization expense for 2020 and subsequent years to be as follows:
 
 
(in millions)
2020
 
$
53.5

2021
 
50.2

2022
 
42.2

2023
 
40.0

2024
 
34.0

Thereafter
 
113.5

Total
 
$
333.4



Our estimates of future amortization expense for intangible assets may be affected by additional acquisitions, divestitures, changes in the estimated average useful lives, impairments, and foreign currency translation.