UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May 1, 2013
MSCI
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
001-33812 |
13-4038723 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 World Trade Center, 250 Greenwich St, 49th Floor, New York, NY 10007 |
(Address of principal executive offices) (Zip Code) |
(212)
804-3900
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On May 1, 2013, MSCI Inc. (the “Registrant”) released financial information with respect to its first quarter ended March 31, 2013. A copy of the press release containing this information is furnished as Exhibit 99.1 and the related investor presentation, which will be presented by the Registrant’s management during its conference call on Wednesday, May 1, 2013 at 11:00 a.m. Eastern Time, is furnished as Exhibit 99.2 to this Current Report on Form 8-K (the “Report”).
The Registrant’s press release and the related investor presentation contain certain non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are also contained in Exhibits 99.1 and 99.2.
The information furnished under Item 2.02 of this Report, including
Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
Exhibit 99.1 | Press Release of the Registrant dated May 1, 2013 containing financial information for the first quarter ended March 31, 2013. | |
Exhibit 99.2 | First Quarter Earnings Presentation dated May 1, 2013. |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MSCI Inc. |
||
|
||
Date: May 1, 2013 | By: |
/s/ Henry A. Fernandez |
Name: |
Henry A. Fernandez |
|
Title: |
Chief Executive Officer, President and Chairman |
Exhibit Index
Exhibit No. |
Description |
|
99.1 |
Press Release of the Registrant dated May 1, 2013 containing financial information for the first quarter ended March 31, 2013 |
|
99.2 |
First Quarter Earnings Presentation dated May 1, 2013. |
Exhibit 99.1
MSCI Inc. Reports First Quarter 2013 Financial Results
NEW YORK--(BUSINESS WIRE)--May 1, 2013--MSCI Inc. (NYSE: MSCI), a leading global provider of investment decision support tools, including indices, portfolio risk and performance analytics and corporate governance services, today announced results for the first quarter ended March 31, 2013.
(Note: Percentage changes are referenced to the comparable period in 2012, unless otherwise noted.)
“MSCI reported 10% revenue growth in first quarter 2013, driven by a 7% increase in organic subscription revenue and aided by contributions from IPD and InvestorForce. Our Adjusted EBITDA grew by 8% and our decisions in 2012 to repay and refinance our debt and repurchase our shares helped lift Adjusted EPS by 30%,” Henry A. Fernandez, Chairman and CEO, said.
“MSCI is focused on innovation as a means of driving growth and I am excited by the breadth of new products that we are launching across our business. We are also focused on deepening the links between our product lines and mobilizing our product development and sales efforts to deliver the full value of MSCI’s unique data, analytics and research to our worldwide client base,” added Mr. Fernandez.
Table 1: MSCI Inc. Selected Financial Information (unaudited) |
||||||||||||||||||||
Three Months Ended | Change from | |||||||||||||||||||
March 31, | March 31, | March 31, | ||||||||||||||||||
In thousands, except per share data | 2013 | 2012 | 2012 | |||||||||||||||||
Operating revenues | $ | 251,909 | $ | 229,052 | 10.0 | % | ||||||||||||||
Operating expenses | $ | 161,382 | $ | 148,073 | 9.0 | % | ||||||||||||||
Net income | $ | 58,937 | $ | 43,966 | 34.1 | % | ||||||||||||||
% Margin |
23.4 | % | 19.2 | % | ||||||||||||||||
Diluted EPS | $ | 0.48 | $ | 0.35 | 37.1 | % | ||||||||||||||
Adjusted EPS3 | $ | 0.57 | $ | 0.44 | 29.5 | % | ||||||||||||||
Adjusted EBITDA2 | $ | 110,093 | $ | 101,907 | 8.0 | % | ||||||||||||||
% Margin |
43.7 | % | 44.5 | % | ||||||||||||||||
1 For the purposes of calculating organic revenue growth, comparisons exclude revenues from the acquisitions of IPD and InvestorForce. For the purposes of calculating organic run rate growth, comparisons exclude the run rate from the acquisitions of IPD and InvestorForce as well as the run rate of the CFRA product line which was sold. |
2 Net Income before income taxes, other net expense and income, depreciation, amortization, non-recurring stock-based compensation and restructuring costs. See Table 10 titled "Reconciliation of Adjusted EBITDA to Net Income (unaudited)" and information about the use of non-GAAP financial information provided under "Notes Regarding the Use of Non-GAAP Financial Measures.” |
3 Per share net income before after-tax impact of amortization of intangibles, non-recurring stock-based compensation, restructuring costs and debt repayment and refinancing expenses. See Table 11 titled "Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS (unaudited)" and information about the use of non-GAAP financial information provided under "Notes Regarding the Use of Non-GAAP Financial Measures.” |
Summary of Results for First Quarter 2013 compared to First Quarter 2012
Operating Revenues – See Table 4
Total operating revenues for the three months ended March 31, 2013 (“first quarter 2013”) increased $22.9 million, or 10.0%, to $251.9 million compared to $229.1 million for the three months ended March 31, 2012 (“first quarter 2012”). For the purposes of analyzing revenue trends, organic growth comparisons exclude the impact of the acquisitions of IPD Group Limited (“IPD”) and Investor Force Holdings, Inc. (“InvestorForce”), acquired on November 30, 2012 and January 29, 2013, respectively. On an organic basis, operating revenues grew by 5.8%.
Total first quarter 2013 recurring subscription revenues rose $22.0 million, or 11.8%, to $208.6 million and 6.9% on an organic basis. Asset-based fees increased $1.9 million, or 5.5%, to $36.5 million and non-recurring revenues fell $1.0 million to $6.8 million.
Performance and Risk segment revenues rose $21.4 million to $219.5 million, an increase of 10.8% and 6.0% on an organic basis. The increase was primarily driven by increases in index and environmental, social and governance (“ESG”) products.
Governance segment revenues rose $1.5 million, or 4.8%, to $32.4 million in first quarter 2013, driven by higher revenues from advisory compensation data and analytics products and higher revenues from proxy research and distribution services. Non-recurring governance revenues declined by $0.3 million to $3.5 million.
Operating Expenses – See Table 5
Total operating expenses rose $13.3 million, or 9.0%, to $161.4 million, substantially driven by higher costs from recent acquisitions.
Other Expense (Income), Net
Other expense (income), net for first quarter 2013 was $7.0 million, a decline of $5.8 million from first quarter 2012. Interest expense fell by $5.3 million to $7.0 million as a result of lower levels of indebtedness and lower interest rates following our second quarter 2012 refinancing. A modest gain from the sale of CFRA was offset by the impact of foreign currency translation expense.
Provision for Income Taxes
Income tax expense was $24.6 million in first quarter 2013, up 1.4% from first quarter 2012. First quarter 2013 income tax expense benefited from discrete items of $3.8 million primarily related to a reduction in state taxes and the reinstatement of the 2012 research and development credit. The effective tax rate was 29.5% in first quarter 2013, down from 35.6% in first quarter 2012.
Net Income and Earnings per Share – See Table 11
Net income rose $15.0 million, or 34.1%, to $58.9 million for first quarter 2013. The net income margin increased to 23.4% from 19.2% as a result of the higher operating profit margin, lower interest costs and a lower effective tax rate. Diluted EPS rose by $0.13, or 37.1%, to $0.48, driven by higher net income and a 1.1% decline in the number of diluted shares.
Adjusted net income, which excludes the after-tax impact of amortization of intangibles, non-recurring stock-based compensation expense and restructuring costs, rose $14.6 million, or 26.6%, to $69.2 million. Adjusted EPS, which excludes the after-tax, per share impact of amortization of intangibles, non-recurring stock-based compensation expense and restructuring costs totaling $0.09, rose $0.13, or 29.5%, to $0.57.
See Table 11 titled “Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.
Adjusted EBITDA – See Table 10
Adjusted EBITDA, which excludes income taxes, other net expense and income, depreciation, amortization, non-recurring stock-based compensation and restructuring costs, was $110.1 million, up $8.2 million, or 8.0%, from first quarter 2012. The Adjusted EBITDA margin declined to 43.7% from 44.5%.
By segment, Adjusted EBITDA for the Performance and Risk segment increased $7.8 million, or 8.3%, to $102.0 million in first quarter 2013. The Adjusted EBITDA margin for this segment fell to 46.5% from 47.5%. Adjusted EBITDA for the Governance segment increased $0.4 million, or 5.4%, to $8.1 million and the Adjusted EBITDA margin for this segment remained flat at 25.1%.
See Table 10 titled “Reconciliation of Adjusted EBITDA to Net Income (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.
Key Operating Metrics – See Tables 7, 8, 9
Total run rate grew by $63.1 million, or 6.9%, to $982.3 million as of March 31, 2013 compared to March 31, 2012. For the purposes of analyzing changes in run rate, organic growth comparisons exclude the impact of the acquisitions of IPD and InvestorForce as well as the disposition of CFRA, which was sold on March 31, 2013. On an organic basis, total subscription run rate grew by 3.3%. Changes in foreign currency rates negatively impacted run rate by $7.5 million relative to first quarter 2012 and by $6.2 million relative to fourth quarter 2012.
Performance and Risk segment run rate grew by $65.9 million, or 8.2%, to $872.1 million. On an organic basis, Performance and Risk run rate grew by 2.1%.
Governance run rate declined by $2.9 million, or 2.5%, to $110.2 million. On an organic basis, which excludes CFRA in both periods, run rate grew by 5.3%, reflecting strong growth in the revenues from our advisory compensation data and analytics products, as well as gains in our proxy research and voting products.
Acquisition of Investor Force Holdings, Inc.
On January 29, 2013, MSCI completed the previously announced acquisition of InvestorForce for a purchase price of approximately $23.5 million, funded through existing cash. InvestorForce is a leading provider of performance reporting solutions to the institutional investment community in the United States, providing investment consultants with an integrated solution for daily monitoring, analysis and reporting on institutional assets. The acquisition is not expected to have a material impact on MSCI’s results of operations in fiscal year 2013.
Sale of CFRA
On March 31, 2013, MSCI completed the previously announced sale of its CFRA product line, a leading provider of forensic accounting research, to a private investor for an undisclosed purchase price. The sale is not expected to have a material impact on MSCI’s results of operations.
Conference Call Information
Investors will have the opportunity to listen to MSCI Inc.'s senior management review first quarter 2013 results on Wednesday, May 1, 2013 at 11:00 am Eastern Time. To listen to the live event, visit the investor relations section of MSCI's website, http://ir.msci.com/events.cfm, or dial 1-877-312-9206 within the United States. International callers dial 1-408-774-4001.
An audio recording of the conference call will be available on our website approximately two hours after the conclusion of the live event and will be accessible through May 3, 2013. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-855-859-2056 (passcode: 36281274) within the United States. International callers dial 1-404-537-3406 (passcode: 36281274).
About MSCI
MSCI Inc. is a leading provider of investment decision support tools to investors globally, including asset managers, banks, hedge funds and pension funds. MSCI products and services include indices, portfolio risk and performance analytics, and governance tools.
The company's flagship product offerings are: the MSCI indices with approximately USD 7 trillion estimated to be benchmarked to them on a worldwide basis1; Barra multi-asset class factor models, portfolio risk and performance analytics; RiskMetrics multi-asset class market and credit risk analytics; IPD real estate information, indices and analytics; MSCI ESG (environmental, social and governance) Research screening, analysis and ratings; ISS governance research and outsourced proxy voting and reporting services; and FEA valuation models and risk management software for the energy and commodities markets. MSCI is headquartered in New York, with research and commercial offices around the world. MSCI#IR
1As of September 30, 2012, as published by eVestment, Lipper and Bloomberg in December 2012
For further information on MSCI, please visit our web site at www.msci.com
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," or "continue", or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.
Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission (SEC) on March 1, 2013, and in quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement in this release reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.
Notes Regarding the Use of Non-GAAP Financial Measures
MSCI has presented supplemental non-GAAP financial measures as part of this earnings release. A reconciliation is provided that reconciles each non-GAAP financial measure with the most comparable GAAP measure. The presentation of non-GAAP financial measures should not be considered as alternative measures for the most directly comparable GAAP financial measures. These measures are used by management to monitor the financial performance of the business, inform business decision making and forecast future results.
Adjusted EBITDA is defined as net income before provision for income taxes, other net expense and income, depreciation and amortization, non-recurring stock-based compensation expense and restructuring costs.
Adjusted net income and Adjusted EPS are defined as net income and EPS, respectively, before provision for non-recurring stock-based compensation expenses, amortization of intangible assets, restructuring costs and the accelerated amortization or write off of deferred financing and debt discount costs as a result of debt repayment (debt repayment and refinancing expenses), as well as for any related tax effects.
We believe that adjustments related to the restructuring costs and debt repayment and refinancing expenses are useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for non-recurring stock-based compensation expenses, debt repayment and refinancing expenses and depreciation and amortization may help investors compare our performance to that of other companies in our industry as we do not believe that other companies in our industry have as significant a portion of their operating expenses represented by these items. We believe that the non-GAAP financial measures presented in this earnings release facilitate meaningful period-to-period comparisons and provide a baseline for the evaluation of future results.
Adjusted EBITDA, Adjusted net income and Adjusted EPS are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.
Table 2: MSCI Inc. Consolidated Statement of Income (unaudited) | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | March 31, | December 31, | ||||||||||||||
In thousands, except per share data | 2013 | 2012 | 2012 | |||||||||||||
Operating revenues | $ | 251,909 | $ | 229,052 | $ | 247,080 | ||||||||||
Operating expenses | ||||||||||||||||
Cost of services |
80,185 | 72,291 | 74,191 | |||||||||||||
Selling, general and administrative |
61,631 | 55,436 | 57,172 | |||||||||||||
Restructuring costs |
- | (29 | ) | - | ||||||||||||
Amortization of intangible assets |
14,486 | 15,959 | 15,421 | |||||||||||||
Depreciation and amortization of property, |
||||||||||||||||
equipment and leasehold improvements |
5,080 | 4,416 | 4,989 | |||||||||||||
Total operating expenses | $ | 161,382 | $ | 148,073 | $ | 151,773 | ||||||||||
Operating income | $ | 90,527 | $ | 80,979 | $ | 95,307 | ||||||||||
Operating margin | 35.9 | % | 35.4 | % | 38.6 | % | ||||||||||
Interest income | (268 | ) | (223 | ) | (242 | ) | ||||||||||
Interest expense | 7,020 | 12,355 | 7,178 | |||||||||||||
Other expense (income) | 224 | 608 | 56 | |||||||||||||
Other expenses (income), net | $ | 6,976 | $ | 12,740 | $ | 6,992 | ||||||||||
Income before taxes | 83,551 | 68,239 | 88,315 | |||||||||||||
Provision for income taxes | 24,614 | 24,273 | 33,863 | |||||||||||||
Net income | $ | 58,937 | $ | 43,966 | $ | 54,452 | ||||||||||
Net income margin | 23.4 | % | 19.2 | % | 22.0 | % | ||||||||||
Earnings per basic common share | $ | 0.49 | $ | 0.36 | $ | 0.44 | ||||||||||
Earnings per diluted common share | $ | 0.48 | $ | 0.35 | $ | 0.44 | ||||||||||
Weighted average shares outstanding used in computing earnings per share |
||||||||||||||||
Basic | 120,746 | 121,754 | 122,082 | |||||||||||||
Diluted | 121,702 | 123,113 | 122,995 | |||||||||||||
Table 3: MSCI Inc. Selected Balance Sheet Items (unaudited) |
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As of | |||||||||||||||
March 31, | December 31, | ||||||||||||||
In thousands | 2013 | 2012 | |||||||||||||
Cash and cash equivalents | $ | 263,029 | $ | 183,309 | |||||||||||
Short-term investments | - | 70,898 | |||||||||||||
Trade receivables, net of allowances | 166,915 | 153,557 | |||||||||||||
Deferred revenue | $ | 350,470 | $ | 308,022 | |||||||||||
Current maturities of long-term debt | 43,106 | 43,093 | |||||||||||||
Long-term debt, net of current maturities | 785,856 | 811,623 | |||||||||||||
Table 4: Quarterly Operating Revenues by Product Category and Revenue Type (unaudited) |
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Three Months Ended |
% Change from |
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March 31, |
March 31, | December 31, |
March 31, |
December 31, |
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In thousands | 2013 | 2012 |
2012 |
2012 |
2012 |
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Index and ESG products | |||||||||||||||||||||
Subscriptions |
$ | 84,888 | $ | 71,639 | $ | 79,268 | 18.5 | % | 7.1 | % | |||||||||||
Asset-based fees |
36,515 | 34,609 | 38,138 | 5.5 | % | (4.3 | %) | ||||||||||||||
Index and ESG products total | 121,403 | 106,248 | 117,406 | 14.3 | % | 3.4 | % | ||||||||||||||
Risk management analytics | 67,274 | 64,077 | 66,654 | 5.0 | % | 0.9 | % | ||||||||||||||
Portfolio management analytics | 27,646 | 29,063 | 28,606 | (4.9 | %) | (3.4 | %) | ||||||||||||||
Energy and commodity analytics | |||||||||||||||||||||
Recurring Energy and commodity analytics |
3,146 | 3,904 | 3,270 | (19.4 | %) | (3.8 | %) | ||||||||||||||
Correction1 |
- | (5,203 | ) | - | n/m | n/m | |||||||||||||||
Energy and commodity analytics | 3,146 | (1,299 | ) | 3,270 | n/m | (3.8 | %) | ||||||||||||||
Total Performance and Risk revenues |
$ | 219,469 | $ | 198,089 | $ | 215,936 | 10.8 | % | 1.6 | % | |||||||||||
Total Governance revenues |
32,440 | 30,963 | 31,144 | 4.8 | % | 4.2 | % | ||||||||||||||
Total operating revenues | $ | 251,909 | $ | 229,052 | $ | 247,080 | 10.0 | % | 2.0 | % | |||||||||||
Recurring subscriptions |
$ | 208,625 | $ | 186,636 | $ | 202,001 | 11.8 | % | 3.3 | % | |||||||||||
Asset-based fees |
36,515 | 34,609 | 38,138 | 5.5 | % | (4.3 | %) | ||||||||||||||
Non-recurring revenue |
6,769 | 7,807 | 6,941 | (13.3 | %) | (2.5 | %) | ||||||||||||||
Total operating revenues | $ | 251,909 | $ | 229,052 | $ | 247,080 | 10.0 | % | 2.0 | % | |||||||||||
1 In first quarter 2012, MSCI recorded a non-cash $5.2 million cumulative revenue reduction to correct an error related to energy and commodity analytics revenues previously reported prior to January 1, 2012. MSCI’s previous policy had resulted in the immediate recognition of a substantial portion of the revenue related to a majority of its contracts rather than amortizing that revenue over the life of that contract, which is now the method of recognition. |
n/m = not meaningful |
Table 5: Quarterly Operating Expense Detail (unaudited) |
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Three Months Ended | % Change from | ||||||||||||||||||||
March 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||
In thousands | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||
Cost of services | |||||||||||||||||||||
Compensation |
$ | 61,149 | $ | 53,549 | $ | 55,982 | 14.2 | % | 9.2 | % | |||||||||||
Non-recurring stock based compensation |
- | 268 | 255 | (100.0 | %) | (100.0 | %) | ||||||||||||||
Total compensation |
$ | 61,149 | $ | 53,817 | $ | 56,237 | 13.6 | % | 8.7 | % | |||||||||||
Non-compensation |
19,036 | 18,474 | 17,735 | 3.0 | % | 7.3 | % | ||||||||||||||
Lease exit charge1 |
- | - | 219 | n/m | (100.0 | %) | |||||||||||||||
Total non-compensation |
19,036 | 18,474 | 17,954 | 3.0 | % | 6.0 | % | ||||||||||||||
Total cost of services | $ | 80,185 | $ | 72,291 | $ | 74,191 | 10.9 | % | 8.1 | % | |||||||||||
Selling, general and administrative | |||||||||||||||||||||
Compensation |
$ | 45,656 | $ | 38,492 | $ | 37,475 | 18.6 | % | 21.8 | % | |||||||||||
Non-recurring stock based compensation |
- | 314 | 126 | (100.0 | %) | (100.0 | %) | ||||||||||||||
Total compensation |
$ | 45,656 | $ | 38,806 | $ | 37,601 | 17.7 | % | 21.4 | % | |||||||||||
Non-compensation |
15,975 | 16,630 | 19,321 | (3.9 | %) | (17.3 | %) | ||||||||||||||
Lease exit charge1 |
- | - | 250 | n/m | (100.0 | %) | |||||||||||||||
Total non-compensation |
15,975 | 16,630 | 19,571 | (3.9 | %) | (18.4 | %) | ||||||||||||||
Total selling, general and administrative | $ | 61,631 | $ | 55,436 | $ | 57,172 | 11.2 | % | 7.8 | % | |||||||||||
Restructuring costs | - | (29 | ) | - | (100.0 | %) | n/m | ||||||||||||||
Amortization of intangible assets | 14,486 | 15,959 | 15,421 | (9.2 | %) | (6.1 | %) | ||||||||||||||
Depreciation and amortization of property, | |||||||||||||||||||||
equipment and leasehold improvements | 5,080 | 4,416 | 4,989 | 15.0 | % | 1.8 | % | ||||||||||||||
Total operating expenses | $ | 161,382 | $ | 148,073 | $ | 151,773 | 9.0 | % | 6.3 | % | |||||||||||
Compensation | $ | 106,805 | $ | 92,041 | $ | 93,457 | 16.0 | % | 14.3 | % | |||||||||||
Non-recurring stock-based compensation | - | 582 | 381 | (100.0 | %) | (100.0 | %) | ||||||||||||||
Non-compensation expenses | 35,011 | 35,104 | 37,056 | (0.3 | %) | (5.5 | %) | ||||||||||||||
Lease exit charge1 | - | - | 469 | n/m | (100.0 | %) | |||||||||||||||
Restructuring costs | - | (29 | ) | - | (100.0 | %) | n/m | ||||||||||||||
Amortization of intangible assets | 14,486 | 15,959 | 15,421 | (9.2 | %) | (6.1 | %) | ||||||||||||||
Depreciation and amortization of property, | |||||||||||||||||||||
equipment and leasehold improvements | 5,080 | 4,416 | 4,989 | 15.0 | % | 1.8 | % | ||||||||||||||
Total operating expenses |
$ | 161,382 | $ | 148,073 | $ | 151,773 | 9.0 | % | 6.3 | % | |||||||||||
1Fourth quarter 2012 included a charge of $0.5 million associated with an occupancy lease exit resulting from the consolidation of our New York offices. |
n/m = not meaningful |
Table 6: Summary Quarterly Segment Information (unaudited) |
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Three Months Ended | % Change from | ||||||||||||||||||||||||||
March 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||||||||
In thousands | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||
Performance and Risk | $ | 219,469 | $ | 198,089 | $ | 215,936 | 10.8 | % | 1.6 | % | |||||||||||||||||
Governance | 32,440 | 30,963 | 31,144 | 4.8 | % | 4.2 | % | ||||||||||||||||||||
Total Operating revenues |
$ | 251,909 | $ | 229,052 | $ | 247,080 | 10.0 | % | 2.0 | % | |||||||||||||||||
Operating Income: | |||||||||||||||||||||||||||
Performance and Risk | 86,699 | 77,475 | 90,620 | 11.9 | % | (4.3 | %) | ||||||||||||||||||||
Margin |
39.5 | % | 39.1 | % | 42.0 | % | |||||||||||||||||||||
Governance | 3,828 | 3,504 | 4,687 | 9.2 | % | (18.3 | %) | ||||||||||||||||||||
Margin |
11.8 | % | 11.3 | % | 15.0 | % | |||||||||||||||||||||
Total Operating Income |
$ | 90,527 | $ | 80,979 | $ | 95,307 | 11.8 | % | (5.0 | %) | |||||||||||||||||
Margin |
35.9 | % | 35.4 | % | 38.6 | % | |||||||||||||||||||||
Adjusted EBITDA: | |||||||||||||||||||||||||||
Performance and Risk | 101,954 | 94,182 | 107,502 | 8.3 | % | (5.2 | %) | ||||||||||||||||||||
Margin |
46.5 | % | 47.5 | % | 49.8 | % | |||||||||||||||||||||
Governance | 8,139 | 7,725 | 9,065 | 5.4 | % | (10.2 | %) | ||||||||||||||||||||
Margin |
25.1 | % | 24.9 | % | 29.1 | % | |||||||||||||||||||||
Total Adjusted EBITDA |
$ | 110,093 | $ | 101,907 | $ | 116,567 | 8.0 | % | (5.6 | %) | |||||||||||||||||
Margin |
43.7 | % | 44.5 | % | 47.2 | % | |||||||||||||||||||||
Table 7: Key Operating Metrics1 (unaudited) |
|||||||||||||||||||||||||
As of | % Change from | ||||||||||||||||||||||||
March 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||||||
Dollars in thousands | 2013 | 2012 | 2012 | 2012 | 2012 | ||||||||||||||||||||
Run Rates1 | |||||||||||||||||||||||||
Index and ESG products | |||||||||||||||||||||||||
Subscription |
$ | 344,267 | $ | 278,541 | $ | 338,006 | 23.6 | % | 1.9 | % | |||||||||||||||
Asset-based fees2 |
134,186 | 136,962 | 127,072 | (2.0 | %) | 5.6 | % | ||||||||||||||||||
Index and ESG products total | 478,453 | 415,503 | 465,078 | 15.2 | % | 2.9 | % | ||||||||||||||||||
Risk management analytics | 274,524 | 257,973 | 262,108 | 6.4 | % | 4.7 | % | ||||||||||||||||||
Portfolio management analytics | 106,091 | 117,751 | 109,836 | (9.9 | %) | (3.4 | %) | ||||||||||||||||||
Energy and commodity analytics | 13,030 | 14,926 | 13,128 | (12.7 | %) | (0.7 | %) | ||||||||||||||||||
Total Performance and Risk |
872,098 | 806,153 | 850,150 | 8.2 | % | 2.6 | % | ||||||||||||||||||
Governance |
110,174 | 113,054 | 117,261 | (2.5 | %) | (6.0 | %) | ||||||||||||||||||
Total Run Rate | $ | 982,272 | $ | 919,207 | $ | 967,411 | 6.9 | % | 1.5 | % | |||||||||||||||
Subscription total | $ | 848,086 | $ | 782,245 | $ | 840,339 | 8.4 | % | 0.9 | % | |||||||||||||||
Asset-based fees total2 | 134,186 | 136,962 | 127,072 | (2.0 | %) | 5.6 | % | ||||||||||||||||||
Total Run Rate | $ | 982,272 | $ | 919,207 | $ | 967,411 | 6.9 | % | 1.5 | % | |||||||||||||||
New Recurring Subscription Sales | $ | 30,928 | $ | 33,506 | $ | 29,742 | (7.7 | %) | 4.0 | % | |||||||||||||||
Subscription Cancellations | (16,691 | ) | (13,498 | ) | (28,725 | ) | 23.7 | % | (41.9 | %) | |||||||||||||||
Net New Recurring Subscription Sales |
$ | 14,237 | $ | 20,008 | $ | 1,017 | (28.8 | %) | 1,299.9 | % | |||||||||||||||
Non-recurring sales | $ | 8,935 | $ | 9,338 | $ | 7,443 | (4.3 | %) | 20.0 | % | |||||||||||||||
Employees | 2,844 | 2,465 | 2,759 | 15.4 | % | 3.1 | % | ||||||||||||||||||
% Employees by location | |||||||||||||||||||||||||
Developed Market Centers | 59 | % | 60 | % | 59 | % | |||||||||||||||||||
Emerging Market Centers | 41 | % | 40 | % | 41 | % | |||||||||||||||||||
1 The Run Rate at a particular point in time represents the forward-looking revenues for the next 12 months from all subscriptions and investment product licenses we currently provide to our clients under renewable contracts assuming all contracts that come up for renewal are renewed and assuming then-current currency exchange rates. For any license where fees are linked to an investment product’s assets or trading volume, the Run Rate calculation reflects an annualization of the most recent periodic fee earned under such license or subscription. The Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we remove from the Run Rate the fees associated with any subscription or investment product license agreement with respect to which we have received a notice of termination or non-renewal during the period and we have determined that such notice evidences the client's final decision to terminate or not renew the applicable subscription or agreement, even though the notice is not effective until a later date. The Run Rate for IPD Group Limited was approximated using the trailing 12 months of revenues primarily adjusted for estimates for non-recurring sales, new sales and cancellations. |
2 The asset-based fee Run Rate as of December 2012 and March 2013 excludes all Run Rate associated with the 22 Vanguard ETFs which have been switched or will be switched in 2013 from MSCI indices. |
Table 8: ETF Assets Linked to MSCI Indices1 (unaudited) |
||||||||||||||||||||||||||
Three Months Ended 2012 | Year Ended | Three Months Ended | ||||||||||||||||||||||||
In Billions | March | June | September | December | December 2012 | March 2013 | ||||||||||||||||||||
Beginning Period AUM in ETFs linked to MSCI Indices | $ | 301.6 | $ | 354.7 | $ | 327.4 | $ | 363.7 | $ | 301.6 | $ | 402.3 | ||||||||||||||
Cash Inflow/Outflow2 | 15.2 | 0.3 | 15.2 | 25.9 | 56.6 | (61.0 | ) | |||||||||||||||||||
Appreciation/Depreciation | 37.9 | (27.6 | ) | 21.1 | 12.7 | 44.1 | 16.0 | |||||||||||||||||||
Period End AUM in ETFs linked to MSCI Indices |
$ | 354.7 | $ | 327.4 | $ | 363.7 | $ | 402.3 | $ | 402.3 | $ | 357.3 | ||||||||||||||
Period Average AUM in ETFs linked to MSCI Indices |
$ | 341.0 | $ | 331.6 | $ | 344.7 | $ | 376.6 | $ | 349.1 | $ | 369.0 |
1 ETF assets under management calculation methodology is ETF net asset value multiplied by shares outstanding. Source: Bloomberg and MSCI |
2 Cash Inflow/Outflow for the first quarter of 2013 includes the migration of $82.8 billion of AUM in 9 Vanguard ETFs that transitioned to other indices during the quarter. |
Table 9: Supplemental Operating Metrics (unaudited) |
||||||||||||||||||||||||||||||||
Sales & Cancellations | ||||||||||||||||||||||||||||||||
Three Months Ended 2012 | Year Ended | Three Months Ended | ||||||||||||||||||||||||||||||
In thousands | March | June | September | December | December 2012 | March 2013 | ||||||||||||||||||||||||||
New Recurring Subscription Sales | $ | 33,506 | $ | 28,453 | $ | 27,164 | $ | 29,742 | $ | 118,865 | $ | 30,928 | ||||||||||||||||||||
Subscription Cancellations | (13,498 | ) | (17,229 | ) | (19,134 | ) | (28,725 | ) | (78,586 | ) | (16,691 | ) | ||||||||||||||||||||
Net New Recurring Subscription Sales | $ | 20,008 | $ | 11,224 | $ | 8,030 | $ | 1,017 | $ | 40,279 | $ | 14,237 | ||||||||||||||||||||
Non-recurring sales | 9,338 | 5,099 | 3,878 | 7,443 | 25,758 | 8,935 | ||||||||||||||||||||||||||
Total Sales | $ | 42,844 | $ | 33,552 | $ | 31,042 | $ | 37,185 | $ | 144,623 | $ | 39,863 | ||||||||||||||||||||
Aggregate & Core Retention Rates | ||||||||||||||||||||||||||||||||
Three Months Ended 2012 | Year Ended | Three Months Ended | ||||||||||||||||||||||||||||||
March | June | September | December | December 2012 | March 2013 | |||||||||||||||||||||||||||
Aggregate Retention Rate 1 | ||||||||||||||||||||||||||||||||
Index and ESG products |
94.5 | % | 94.9 | % | 94.0 | % | 90.4 | % | 93.4 | % | 95.0 | % | ||||||||||||||||||||
Risk management analytics |
93.9 | % | 90.0 | % | 88.5 | % | 84.4 | % | 89.0 | % | 93.5 | % | ||||||||||||||||||||
Portfolio management analytics |
91.9 | % | 84.2 | % | 84.9 | % | 78.0 | % | 84.7 | % | 81.7 | % | ||||||||||||||||||||
Energy & commodity analytics |
90.2 | % | 85.5 | % | 76.6 | % | 60.4 | % | 78.1 | % | 90.1 | % | ||||||||||||||||||||
Total Performance and Risk | 93.7 | % | 90.9 | % | 89.8 | % | 85.2 | % | 89.8 | % | 92.4 | % | ||||||||||||||||||||
Total Governance | 88.7 | % | 92.1 | % | 91.1 | % | 83.6 | % | 88.9 | % | 90.0 | % | ||||||||||||||||||||
Total Aggregate Retention Rate |
93.0 | % | 91.0 | % | 90.0 | % | 84.9 | % | 89.7 | % | 92.1 | % | ||||||||||||||||||||
Core Retention Rate 1 | ||||||||||||||||||||||||||||||||
Index and ESG products |
94.6 | % | 95.0 | % | 94.0 | % | 90.5 | % | 93.5 | % | 95.0 | % | ||||||||||||||||||||
Risk management analytics |
94.0 | % | 92.0 | % | 89.3 | % | 84.4 | % | 89.8 | % | 93.9 | % | ||||||||||||||||||||
Portfolio management analytics |
92.2 | % | 87.0 | % | 86.5 | % | 83.6 | % | 87.3 | % | 82.8 | % | ||||||||||||||||||||
Energy & commodity analytics |
90.7 | % | 85.5 | % | 77.1 | % | 60.4 | % | 78.4 | % | 90.1 | % | ||||||||||||||||||||
Total Performance and Risk | 93.8 | % | 92.2 | % | 90.5 | % | 86.2 | % | 90.6 | % | 92.7 | % | ||||||||||||||||||||
Total Governance | 88.7 | % | 92.2 | % | 91.2 | % | 83.8 | % | 89.0 | % | 90.2 | % | ||||||||||||||||||||
Total Core Retention Rate |
93.1 | % | 92.2 | % | 90.6 | % | 85.9 | % | 90.4 | % | 92.4 | % | ||||||||||||||||||||
1The quarterly Aggregate Retention Rates are calculated by annualizing the cancellations for which we have received a notice of termination or non-renewal during the quarter and we have determined that such notice evidences the client’s final decision to terminate or not renew the applicable subscription or agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the quarter. The Aggregate Retention Rate is computed on a product-by-product basis. Therefore, if a client reduces the number of products to which it subscribes or switches between our products, we treat it as a cancellation. In addition, we treat any reduction in fees resulting from renegotiated contracts as a cancellation in the calculation to the extent of the reduction. For the calculation of the Core Retention Rate the same methodology is used except the amount of cancellations in the quarter is reduced by the amount of product swaps. |
Table 10: Reconciliation of Adjusted EBITDA to Net Income (unaudited) |
||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2013 | Three Months Ended March 31, 2012 | |||||||||||||||||||||||||||||||
Performance |
Performance |
|||||||||||||||||||||||||||||||
In thousands |
and Risk |
Governance | Total |
and Risk |
Governance | Total | ||||||||||||||||||||||||||
Net Income | $ | 58,937 | $ | 43,966 | ||||||||||||||||||||||||||||
Plus: | Provision for income taxes | 24,614 | 24,273 | |||||||||||||||||||||||||||||
Plus: | Other expense (income), net | 6,976 | 12,740 | |||||||||||||||||||||||||||||
Operating income | $ | 86,699 | $ | 3,828 | $ | 90,527 | $ | 77,475 | $ | 3,504 | $ | 80,979 | ||||||||||||||||||||
Plus: | Non-recurring stock-based compensation | - | - | - | 522 | 60 | 582 | |||||||||||||||||||||||||
Plus: | Depreciation and amortization of property, | |||||||||||||||||||||||||||||||
equipment and leasehold improvements | 4,089 | 991 | 5,080 | 3,565 | 851 | 4,416 | ||||||||||||||||||||||||||
Plus: | Amortization of intangible assets | 11,166 | 3,320 | 14,486 | 12,639 | 3,320 | 15,959 | |||||||||||||||||||||||||
Plus: | Restructuring costs | - | - | - | (19 | ) | (10 | ) | (29 | ) | ||||||||||||||||||||||
Adjusted EBITDA | $ | 101,954 | $ | 8,139 | $ | 110,093 | $ | 94,182 | $ | 7,725 | $ | 101,907 | ||||||||||||||||||||
Table 11: Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS (unaudited) |
||||||||||||||||||
Three Months Ended | ||||||||||||||||||
March 31, | March 31, | December 31, | ||||||||||||||||
In thousands, except per share data | 2013 | 2012 | 2012 | |||||||||||||||
Net Income | $ | 58,937 | $ | 43,966 | $ | 54,452 | ||||||||||||
Plus: |
Non-recurring stock-based compensation | - | 582 | 381 | ||||||||||||||
Plus: | Amortization of intangible assets | 14,486 | 15,959 | 15,421 | ||||||||||||||
Plus: | Lease exit charge | - | - | 469 | ||||||||||||||
Plus: | Restructuring costs | - | (29 | ) | - | |||||||||||||
Less: | Income tax effect | (4,268 | ) | (5,873 | ) | (6,556 | ) | |||||||||||
Adjusted net income | $ | 69,155 | $ | 54,605 | $ | 64,167 | ||||||||||||
Diluted EPS | $ | 0.48 | $ | 0.35 | $ | 0.44 | ||||||||||||
Plus: | Non-recurring stock-based compensation | $ | - | $ | 0.01 | $ | - | |||||||||||
Plus: | Amortization of intangible assets | $ | 0.12 | $ | 0.13 | $ | 0.12 | |||||||||||
Plus: | Lease exit charge | $ | - | $ | - | $ | - | |||||||||||
Plus: | Restructuring costs | $ | - | $ | - | $ | - | |||||||||||
Less: | Income tax effect | $ | (0.03 | ) | $ | (0.05 | ) | $ | (0.04 | ) | ||||||||
Adjusted EPS | $ | 0.57 | $ | 0.44 | $ | 0.52 | ||||||||||||
CONTACT:
MSCI Inc.
MSCI, New York
W. Edings Thibault, +
1-212-804-5273
or
Media Inquiries:
MSCI, London
Jo
Morgan, +44.20.7618.2224
or
MSCI, New York
Kristin Meza,
+1-212-804-5330
or
MHP Communications, London
Sally Todd |
Christian Pickel, + 44.20.3128.8100
Exhibit 99.2
First Quarter 2013 Earnings Presentation May 1, 2013 msci.com
Forward‐Looking Statements and Other Information Forward‐Looking Statements – Safe Harbor Statements This presentation may contain forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on forward‐looking statements because they involve known and unknown forward risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance or achievements. For a discussion of risk and uncertainties that could materially affect actual results, levels of activity, performance or achievements, please see the Company’s Annual Report on Form 10‐K for the fiscal year ended December 31, 2012 and its other reports filed with the SEC. The forward‐looking statements included in this presentation represent the Company’s view as of the date of the presentation. The Company assumes no obligation to publicly update or revise these forward‐looking statements for any reason, whether as a result of new information, future events, or otherwise. Other Information Percentage changes and totals in this presentation may not sum due to rounding. Percentage changes are referenced to the comparable period in 2012, unless otherwise noted noted. Total sales equals recurring subscription sales and non‐recurring sales. Definitions of run rate and retention rate provided on page 14. msci.com 2
Summary of First Quarter 2013 Financial Results Financial results Operating revenues increased 10.0% to $251.9 million, or 5.8% organically1 Net income increased 34.1% to $58.9 million Adjusted EBITDA2 grew EBITDA by 8.0% to $110.1 million Diluted EPS rose 37.1% to $0.48 Adjusted EPS3 rose 29.5% to $0.57 Run Rate growth of 6.9% Index and ESG subscription run rate up 23.6%, or 9.5% organically1 Excluding Vanguard ETFs from Q1’12 and Q1’13, ABF run rate grew by 17.4%, aided by $13.8 billion of inflows during Q1’13 and market appreciation of $7.8 billion Governance segment contributing to organic growth Portfolio management analytics challenges continue Balanced capital deployment InvestorForce acquisition strengthens our service offering to pension consultants CFRA sale sharpens focus of Governance unit $100 million ASR remains ongoing Repaid $26 million in debt to lower interest cost by 25 bps (1) For the purposes of calculating organic revenue growth, comparisons exclude revenues from the acquisitions of IPD and InvestorForce. For the purposes of calculating organic run rate growth, comparisons exclude the run rate from the acquisitions of IPD and InvestorForce as well as the run rate of the CFRA disposition. (2) Net income before provision for income taxes, depreciation and amortization, other net expense and income, non‐recurring stock‐based compensation and restructuring costs. Please see pages 14‐17 for reconciliation. (3) For the purposes of calculating Adjusted EPS, the after‐tax impact of non‐recurring stock‐based compensation, amortization of intangible assets, debt repayment and refinancing expenses and restructuring costs are excluded from the calculation of EPS. Please see pages 14‐17 for reconciliation. msci.com 3
Breakdown of Q1’12 vs Q1’13 Revenue Growth (Dollars in millions) By Revenue Type $229.1 $22.0 $1.9 ($1.1) $251.9 Q1'12 revenue Subscription revenue Asset‐based fees Non‐recurring revenue Q1'13 revenue By Product Line $229.1 $15.1 $3.2 ($1.4) $4.4 $1.5 $251.9 Q1'12 revenue Index & ESG Risk mgmt. analytics Portfolio mgmt. anal. Energy & comm. anal. Governance Q1'13 revenue msci.com 4
Summary of First Quarter 2013 Operating Results (Dollars in millions) MSCI Total Run Rate $982 $134 $848 $919 $137 $782 ABF RR Growth: ‐2 % Subscription RR Growth: 8 % Q1'12 Q1'13 Subscription ABF Run rate (RR) grew YoY by 7% to $982 million Subscription run rate grew by 8%, or 3% organically Asset‐based fee (ABF) run rate declined YoY due to loss of Vanguard Currency changes ($7.5 million headwind) had a modest impact on subscription growth rate Total sales of $40 million, down 7% Recurring subscription sales of $31 million down 8% from Q1’12 Continued benefit from strong retention rates Total Sales and Retention Q1'12 Q1'13 Diff. Rec Sub Sales $ 34 $ 31 $ ‐8% Non‐Rec. Sales $ 9 $ 9 $ ‐4% Total Sales $ 43 $ 40 $ ‐7% Aggregate Retention 93% 92% ‐1% msci.com 5
Index and ESG Products (Dollars in millions) First Quarter 2013 Highlights: Revenues grew 14% to $121 million, or 7% organically Seasonally weakest quarter for IPD revenues Run rate grew by 15% YoY to $478 million Subscription run rate grew by 24%, or 10% organically Asset‐based fee run rate declined 2%, reflecting the removal of the Vanguard run rate, but rose 6% from Q4’12 ESG products a driver of growth F/X a drag of $1.9 million YoY and sequentially Total sales of $17 million in Q1’13 were up slightly from Q1’12 Retention rates stayed strong at 95% Index and ESG Run Rate and Revenue ABF Subscription $416 $137 $279 $478 $134 $344 Q1'12 Q1'13 Run Rate $106 $34 $72 $121 $36 $85 Q1'12 Q1'13 Revenue Index and ESG Sales and Retention Q1'12 Q1'13 Diff. Total Sales $ 16 $ 17 $ 2% Aggregate Retention 95% 95% 0% msci.com 6
Asset‐Based Fees First Quarter 2013 Highlights: Revenues grew 6% to $37 million Asset‐based fee run rate declined 2% to $134 million, but rose 6% from Q4’12 Excluding Vanguard ETFs: Run rate grew by 17% 3.6 average basis point fee at quarter‐end Total ETF AUM increased by 1% to $357 billion at the end of Q1’13 Excluding Vanguard, ETF AUM was $285 billion (up 23% YoY) Net cash inflows of $22 billion to MSCI-linked ETFs in Q1’13 $14 billion to non‐Vanguard ETFs Offset by loss of $83 billion of Vanguard AUM Total AUM Linked to MSCI Indices of $357bn AUM ($ in billions) Net Inflows AUM $350 $361 $290 $302 $355 $327 $364 $402 $357 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Q4'12 Q1'13 * Excludes impact of Vanguard transition MSCI‐Linked ETF AUM by Market Exposure Emerging Markets, 29.0% Other, 4.3% Developed Markets Ex‐U.S., 38.7% U.S., 28.0% AUM of $357 billion as of March 31, 2013 Source: Bloomberg msci.com 7
Risk Management Analytics (Dollars in millions) First Quarter 2013 Highlights: Revenues grew by 5% to $67 million, or 3% organically Run rate grew by 6% YoY to $275 million, or 3% organically Total sales of $11 million in Q1’13 Uptick in sales in Europe offset by weakness in other regions Business trends stable in Q1’13 Retention rates in Q1’13 stable at 94% InvestorForce integration underway New product introductions include upgrades to BarraOne and InvestorForce as well as enhanced performance attribution tools Risk Management Analytics Run Rate and Revenue $258 $275 Q1'12 Q1'13 $64 $67 Run Rate Revenues Risk Management Analytics Sales and Retention Q1'12 Q1'13 Diff. Total Sales $ 11 $ 11 $ 1% Aggregate Retention 94% 94% 0% msci.com 8
Portfolio Management Analytics (Dollars in millions) First Quarter 2013 Highlights: Revenues declined 5% to $28 million Run rate declined by 10% YoY to $106 million F/X remained a drag: $2.3 million YoY, including $1.5 million in Q1’13 Total sales of $3 million flat with prior year Retention rates dipped to 82% Downsales accounted for roughly 85% of cancels in Q1’13 New product introductions: Barra Portfolio Manager 3.7 and 2 new market models Portfolio Management Analytics Run Rate and Revenue $118 $106 Q1'12 Q1'13 $29 $28 Run Rate Revenues Portfolio Management Analytics Sales and Retention Q1'12 Q1'13 Diff. Total Sales $ 3 $ 3 ‐3% Aggregate Retention 92% 82% -10% Core Retention 92% 83% ‐9% msci.com 9
Governance (Dollars in millions) First Quarter 2013 Highlights: Revenues up 5% to $32 million Run rate declined by 3% YoY to $110 million, but increased 5% organically Driven by success of our advisory compensation data and analytics products Total sales for Q1’13 were $9 million Retention rates strong at 90%, driven by strength in proxy research and voting product Completed sale of CFRA on 3/31/13 Launched QuickScore product in March 2013 Governance Run Rate and Revenue $113 $110 Q1'12 Q1'13 $31 $32 Run Rate Revenues Governance Sales and Retention Q1’12 Q1’13 Diff. Total Sales $ 12 $ 9 ‐26% Aggregate Retention 89% 90% 1% msci.com 10
Compensation and Non‐Compensation EBITDA Expense (Dollars in millions) Comp1 and Non‐comp expenses2 increased 12% to $142 million Compensation expense rose 16% Primarily driven by the impact of the acquisitions of IPD and InvestorForce Total headcount growth of 15% to 2,844 41% of employee base in low cost centers, up from 40% at end of Q1’12 Non‐compensation costs flat as a result of strong expense management Higher non‐compensation costs associated with IPD and InvestorForce offset by lower expenses across many areas Comp and Non‐Comp Expenses1,2 $92 $107 +16% 0% $35 $35 Q1'12 Q1'13 Compensation(1) Non‐Compensation(2) (1) Compensation expense excludes non‐recurring stock‐based compensation. Please see page 17 for reconciliation to operating expenses. (2) Non‐compensation excludes the depreciation, amortization and restructuring costs. Please see page 17 for reconciliation to operating expenses. msci.com 11
Summary of Profitability Metrics: Net Income, EPS and Adjusted EBITDA1 Net Income increased 34% Interest expense decreased $5 million as a result of lower indebtedness $4 million in discrete tax benefits Adjusted EBITDA1 was $110 million, up 8% Diluted EPS increased 13 cents to $0.48 Adjusted EPS2 increased 13 cents to $0.57 1% decrease in diluted weighted average shares outstanding Net Income and Adj. EBITDA1 $ in millions +34% +8% $44 $102 $59 $110 Q1'12 Q1'13 Net Income Adj. EBITDA Diluted and Adjusted EPS2 $ per share +37% +30% $0.35 $0.44 $0.48 $0.57 Q1'12 Q1'13 Diluted EPS Adjusted EPS (1) Net income before provision for income taxes, depreciation and amortization, other net expense and income, non‐recurring stock‐based compensation and restructuring costs. Please see pages 14‐17 for reconciliation. (2) For the purpose of calculating Adjusted EPS, the after‐tax impact of non‐recurring stock‐based compensation, amortization of intangible assets, debt repayment expenses and restructuring costs are excluded from the calculation of EPS; see pages 14‐17 for reconciliation. msci.com 12
Summary Balance Sheet and Select Cash Flow Items Total Cash & Investments $263M Total Debt $829M In thousands As of March 31, 2013 December 31, 2012 Cash and cash equivalents $ 263,029 $ 183,309 Short-term investments - 70,898 Trade receivables, net of allowances 166,915 153,557 Deferred revenue $ 350,470 $ 308,022 Current maturities of long-term debt 43,106 43,093 Long-term debt, net of current maturities 785,856 811,623 Q1’13 Net Cash from Operations $71 million Q1’13 Significant Non‐Operating Cash Out‐Flows Capital Expenditures $5 million Acquisition of InvestorForce $23 million Debt Repayments $26 million Remaining Share Repurchase Authorization $200 million msci.com 13
Use of Non‐GAAP Financial Measures and Operating Metrics MSCI has presented supplemental non‐GAAP financial measures as part of this presentation. A reconciliation is provided that reconciles each non‐GAAP financial measure with the most comparable GAAP measure. The presentation of non‐GAAP financial measures should not be considered as alternative measures for the most directly comparable GAAP financial measures. These measures are used by management to monitor the financial performance of the business, inform business decision making and forecast future results. Adjusted EBITDA is defined as net income before provision for income taxes, other net expense and income, depreciation and amortization, non‐recurring stock‐based compensation expense and restructuring costs. Adjusted Net Income and Adjusted EPS are defined as net income and EPS, respectively, before provision for non‐recurring stock‐based compensation expenses, amortization of intangible assets, restructuring costs and the accelerated amortization or write off of deferred financing and debt discount costs as a result of debt repayment (debt repayment and refinancing expenses), as well as for any related tax effects. We believe that adjustments related to restructuring costs and debt repayment and refinancing expenses are useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for non‐recurring stock‐based compensation expenses, debt repayment and refinancing expenses and depreciation and amortization may help investors compare our performance to that of other companies in our industry as we do not believe that other companies in our industry have as significant a portion of their operating expenses represented by these items. We believe that the non‐GAAP financial measures presented in this presentation facilitate meaningful period‐to‐period comparisons and provide a baseline for the evaluation of future results. Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. The run rate at a particular point in time represents the forward‐looking revenues for the next 12 months from all subscriptions and investment product licenses we currently provide to our clients under renewable contracts assuming all contracts that come up for renewal are renewed and assuming then-current currency exchange rates. For any license where fees are linked to an investment product’s assets or trading volume, the run rate calculation reflects an annualization of the most recent periodic fee earned under such license or subscription. The run rate does not include fees associated with “one‐time” and other non‐recurring transactions. In addition, we remove from the run rate the fees associated with any subscription or investment product license agreement with respect to which we have received a notice of termination or non‐renewal during the period and we have determined that such notice evidences the client's final decision to terminate or not renew the applicable subscription or agreement, even though the notice is not effective until a later date of primarily adjusted estimates for non‐recurring sales date. The run rate for IPD Group Limited was approximated using the trailing 12 months of revenues primarily adjusted for estimates for non-recurring sales, new sales and cancellations. The quarterly Aggregate Retention Rates are calculated by annualizing the cancellations for which we have received a notice of termination or non‐renewal during the quarter and we have determined that such notice evidences the client’s final decision to terminate or not renew the applicable subscription or agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription run rate at the beginning of the year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the quarter. The Aggregate Retention Rate is computed on a product‐by‐product basis. Therefore, if a client reduces the number of products to which it subscribes or switches between our products, we treat it as a cancellation. In addition, we treat any reduction in fees resulting from renegotiated contracts as a cancellation in the calculation to the extent of the reduction. For the calculation of the Core Retention Rate the same methodology is used except the amount of cancellations in the quarter is reduced by the amount of product swaps. msci.com 14
Reconciliation of Adjusted Net Income and Adjusted EPS Three Months Ended March 31, 2013 March 31, 2013 December 31, 2012 In thousands, except per share figures Net Income $ 58,937 $ 43,966 $ 54,452 Plus: Non-recurring stock-based compensation - 582 381 Plus: Amortization of intangible assets 14,486 15,959 15,421 Plus: Lease exit charge - - 469 Plus: Restructuring costs - (29) - Less: Income tax effect (4,268) (5,873) (6,556) Adjusted net income $ 69,155 $ 54,605 $ 64,167 Diluted EPS $ 0.48 $ 0.35 $ 0.44 Plus: Non-recurring stock-based compensation - $ 0.01 – Plus: Amortization of intangible assets $ 0.12 $ 0.13 $ 0.12 Plus: Lease exit charge $ - $ - $ - Plus: Restructuring costs $ - $ - $ - Less: Income tax effect $ (0.03) $ (0.05) $ (0.04) Adjusted EPS $ 0.57 $ 0.44 $ 0.52 msci.com 15
Reconciliation of Adjusted EBITDA to Net Income Three Months Ended March 31, 2013 Three Months Ended March 31, 2012 In thousands Performance and Risk Governance Total Performance and Risk Governance Total Net Income $ 58,937 $ 43,966 Plus: Provision for income taxes 24,614 24,273 Plus: Other expense (income), net 6,976 12,740 Operating income $ 86,699 $ 3,828 $ 90,527 $ 77,475 $ 3,504 $ 80,979 Plus: Non-recurring stock-based compensation - - - 522 60 582 Plus: Depreciation and amortization of property, equipment and leasehold improvements 4,089 991 5,080 3,565 851 4,416 Plus: Amortization of intangible assets 11,166 3,320 14,486 12,639 3,320 15,959 Plus: Restructuring costs - - - (19) (10) (29) Adjusted EBITDA $ 101,954 $ 8,139 $ 110,093 $ 94,182 $ 7,725 $ 101,907 msci.com 16
Reconciliation of Operating Expenses Three Months Ended % Change from March 31, 2013 March 31, 2012 December 31, 2012 March 31, 2012 December 31, 2012 In thousands Cost of services Compensation $ 61,149 $ 53,549 $ 55,982 14.2% 9.2% Non-recurring stock based compensation - 268 255 (100.0%) (100.0%) Total compensation $ 61,149 $ 53,817 $ 56,237 13.6% 8.7% Non-compensation 19,036 18,474 17,735 3.0% 7.3% Lease exit charge1 - - 219 n/m (100.0%) Total non-compensation 19,036 18,474 17,954 3.0% 6.0% Total cost of services $ 80,185 $ 72,291 $ 74,191 10.9% 8.1% Selling, general and administrative Compensation $ 45,656 $ 38,492 $ 37,475 18.6% 21.8% Non-recurring stock based compensation - 314 126 (100.0%) (100.0%) Total compensation $ 45,656 $ 38,806 $ 37,601 17.7% 21.4% Non-compensation 15,975 16,630 19,321 (3.9%) (17.3%) Lease exit charge1 - - 250 n/m (100.0%) Total non-compensation 15,975 16,630 19,571 (3.9%) (18.4%) Total selling, general and administrative $ 61,631 $ 55,436 $ 57,172 11.2% 7.8% Restructuring costs - (29) - (100.0%) n/m Amortization of intangible assets 14,486 15,959 15,421 (9.2%) (6.1%) Depreciation and amortization of property, equipment and leasehold improvements 5,080 4,416 4,989 15.0% 1.8% Total operating expenses $ 161,382 $ 148,073 $ 151,773 9.0% 6.3% Compensation $ 106,805 $ 92,041 $ 93,457 16.0% 14.3% Non-recurring stock-based compensation - 582 381 (100.0%) (100.0%) Non-compensation expenses 35,011 35,104 37,056 (0.3%) (5.5%) Lease exit charge1 - - 469 n/m (100.0%) Restructuring costs - (29) - (100.0%) n/m Amortization of intangible assets 14,486 15,959 15,421 (9.2%) (6.1%) Depreciation and amortization of property, equipment and leasehold improvements 5,080 4,416 4,989 15.0% 1.8% Total operating expenses $ 161,382 $ 148,073 $ 151,773 9.0% 6.3% 1Fourth quarter 2012 included a charge of $0.5 million associated with an occupancy lease exit resulting from the consolidation of our New York offices. msci.com 17