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):
February 6, 2014
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 February 6, 2014, MSCI Inc. (the “Registrant”) released financial information with respect to its fourth quarter and full year ended December 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 Thursday, February 6, 2014 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 February 6, 2014, containing financial information for the fourth quarter and full year ended December 31, 2013. |
|
Exhibit 99.2 |
Fourth Quarter and Full Year 2013 Earnings Presentation, dated February 6, 2014. |
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: February 6, 2014 | 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 February 6, 2014, containing financial information for the fourth quarter and full year ended December 31, 2013. |
|
99.2 |
Fourth Quarter and Full Year 2013 Earnings Presentation, dated February 6, 2014. |
Exhibit 99.1
MSCI Inc. Reports Fourth Quarter and Full Year 2013 Financial Results
NEW YORK--(BUSINESS WIRE)--February 6, 2014--MSCI Inc. (NYSE:MSCI), a leading global provider of investment decision support tools, including indexes, portfolio risk and performance analytics and corporate governance services, today announced results for the fourth quarter and full year ended December 31, 2013.
(Note: Percentage changes are referenced to the comparable period in 2012, unless otherwise noted.)
Table 1: MSCI Inc. Selected Financial Information (unaudited) | |||||||||||||||||||||||
Three Months Ended | Change from | Year Ended | Change From | ||||||||||||||||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||||
In thousands, except per share data | 2013 | 2012 | 2012 | 2013 | 2012 | 2012 | |||||||||||||||||
Operating revenues | $ | 267,622 | $ | 247,080 | 8.3 | % | $ | 1,035,667 | $ | 950,141 | 9.0 | % | |||||||||||
Operating expenses | 176,251 | 151,773 | 16.1 | % | 664,161 | 603,205 | 10.1 | % | |||||||||||||||
Net income | 47,257 | 54,452 | (13.2 | %) | 222,557 | 184,238 | 20.8 | % | |||||||||||||||
% Margin | 17.7 | % | 22.0 | % | 21.5 | % | 19.4 | % | |||||||||||||||
Diluted EPS | $ | 0.39 | $ | 0.44 | (11.4 | %) | $ | 1.83 | $ | 1.48 | 23.6 | % | |||||||||||
Adjusted EPS2 | $ | 0.48 | $ | 0.52 | (7.7 | %) | $ | 2.16 | $ | 1.94 | 11.3 | % | |||||||||||
Adjusted EBITDA1 | $ | 113,994 | $ | 116,567 | (2.2 | %) | $ | 453,467 | $ | 434,460 | 4.4 | % | |||||||||||
% Margin | 42.6 | % | 47.2 | % | 43.8 | % | 45.7 | % |
1 Net Income before income taxes, other expense (income), net, non-recurring stock-based compensation, depreciation, amortization, strategic review expenses, the lease exit charge and restructuring costs. See Table 13 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." |
2 Per share net income before after-tax impact of non-recurring stock-based compensation, amortization of intangibles, debt repayment and refinancing expenses, strategic review expenses, the lease exit charge and restructuring costs. See Table 14 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." |
“MSCI’s Run Rate grew by 9% in the fourth quarter, an indication that our efforts to broaden our ETF relationships, introduce new factor indexes, enhance our risk measurement analytics and deepen our engagement with clients around the world are having an impact on our operating results,” Henry A. Fernandez, Chairman and CEO, said.
“Our success resulted in part from the investments in our sales, client service, and product development teams that we made over the course of 2013 as well as in years past. As the operating environment continues to improve, we believe our clients’ need for MSCI’s investment decision support tools will only increase. We intend to make the investments necessary to stay ahead of their increasing demands and are confident that our investment program will put MSCI on track for additional growth,” he added.
“We have repurchased more than $200 million of MSCI shares since December of 2012 and announced another $100 million share repurchase program today. We remain committed to returning excess capital to our shareholders,” Mr. Fernandez concluded.
Summary of Results for Fourth Quarter 2013 Compared to Fourth Quarter 2012
Operating Revenues – See Table 4
Operating revenues for the three months ended December 31, 2013 (“fourth quarter 2013”) increased $20.5 million, or 8.3%, to $267.6 million compared to $247.1 million for the three months ended December 31, 2012 (“fourth quarter 2012”). For the purposes of analyzing revenue trends, organic growth percentages are calculated using comparable operating results. Accordingly, organic growth percentages for the fourth quarter 2013 reflect the results of IPD Group Limited (“IPD”), which was acquired on November 30, 2012, for the months of December 2012 and December 2013, and exclude the results of Investor Force Holdings, Inc. (“InvestorForce”), which was acquired on January 29, 2013, and the CFRA product line, which was sold on March 31, 2013. On an organic basis, operating revenues grew by 5.9%.
Fourth quarter 2013 recurring subscription revenues rose $19.7 million, or 9.8%, to $221.7 million and rose 6.8% on an organic basis. Asset-based fees increased $1.1 million, or 2.8%, to $39.2 million and non-recurring revenues fell $0.2 million to $6.7 million.
Performance and Risk segment revenues rose $20.9 million, or 9.7%, to $236.9 million and rose 5.8% on an organic basis. The increase was primarily driven by higher revenues from index and environmental, social and governance (“ESG”) products and risk management analytics.
Governance segment revenues fell $0.4 million, or 1.2%, to $30.8 million for fourth quarter 2013, as the loss of revenues resulting from the sale of the CFRA product line more than offset organic growth. On an organic basis, Governance segment revenues rose 7.1%, driven by higher revenues from executive compensation data and analytics products and securities class action services.
Operating Expenses – See Table 6
Total operating expenses rose $24.5 million, or 16.1%, to $176.3 million.
Other Expense (Income), Net
Other expense (income), net for fourth quarter 2013 was $6.8 million, a decline of $0.2 million from fourth quarter 2012. Fourth quarter 2013 expense included $1.4 million of debt refinancing expenses related to the credit facility extension. Excluding the impact of the debt refinancing expenses, other expense (income), net declined $1.6 million, driven primarily by lower interest rates and lower indebtedness.
Provision for Income Taxes
The provision for income tax expense was $37.3 million for fourth quarter 2013, up $3.4 million, or 10.2%, from fourth quarter 2012. MSCI increased its fourth quarter 2013 tax expense to reflect a higher than anticipated full year 2013 tax rate. As a result, the effective tax rate for fourth quarter 2013 was 44.1% versus 38.3% a year ago.
Net Income and Earnings per Share – See Table 14
Net income fell $7.2 million, or 13.2%, to $47.3 million for fourth quarter 2013. The net income margin fell to 17.7% from 22.0% as a result of the lower operating profit. Diluted EPS was $0.39, down $0.05, or 11.4%, as a 2.5% decline in weighted average shares outstanding partially offset the impact of lower net income. Adjusted net income, which excludes the after-tax impact of non-recurring stock-based compensation, amortization of intangible assets, debt repayment and refinancing expenses, strategic review expenses, and the lease exit charge fell $6.5 million, or 10.2%, to $57.7 million. Adjusted EPS, which excludes the after-tax, per diluted share impact of non-recurring stock-based compensation, amortization of intangible assets, debt repayment and refinancing expenses, strategic review expenses, the lease exit charge and restructuring costs totaling $0.09, fell $0.04, or 7.7%, to $0.48.
See Table 14 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 13
Adjusted EBITDA, which excludes income taxes, other expense (income), net, non-recurring stock-based compensation, depreciation, amortization, strategic review expenses, the lease exit charge and restructuring costs was $114.0 million, down $2.6 million, or 2.2%, from fourth quarter 2012. The Adjusted EBITDA margin declined to 42.6% from 47.2%.
By segment, Adjusted EBITDA for the Performance and Risk segment declined $3.2 million, or 3.0%, to $104.3 million for fourth quarter 2013. The Adjusted EBITDA margin for this segment fell to 44.0% from 49.8% as a result of the impact of acquisitions and rising expenses resulting from MSCI’s investment programs. Adjusted EBITDA for the Governance segment increased $0.6 million, or 7.0%, to $9.7 million and the Adjusted EBITDA margin rose to 31.5% from 29.1%.
See Table 13 titled “Reconciliation of Adjusted EBITDA to Net Income (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.
Summary of Results for Full Year Ended December 31, 2013
Compared
to Full Year Ended December 31, 2012
Operating Revenues – See Table 5
Total operating revenues for the full year ended December 31, 2013 (“full year 2013”) increased $85.5 million, or 9.0%, to $1,035.7 million compared to $950.1 million for the full year ended December 31, 2012 (“full year 2012”). Subscription revenues rose $76.4 million, or 9.7%, to $860.7 million, while asset-based fees rose $8.6 million, or 6.1%, to $149.5 million. Non-recurring revenues rose $0.5 million to $25.5 million. On an organic basis, total operating revenues grew by 4.4%.
Performance and Risk segment revenues rose $86.4 million, or 10.4%, to $913.4 million for full year 2013, and by 4.2% on an organic basis. Index and ESG products and risk management analytics revenues grew 16.9% and 7.3%, respectively, for full year 2013, or organically by 7.3% and 3.9%, respectively. Portfolio management analytics revenues fell 9.2%. Energy and other commodity analytics revenues increased $3.3 million, or 36.6%, primarily as a result of a $5.2 million non-cash cumulative revenue reduction to correct an error that was recorded in first quarter 2012.
Governance segment revenues were $122.3 million, down slightly versus full year 2012. On an organic basis, revenue grew by 5.6%.
Operating Expenses – See Table 7
Total operating expenses increased $61.0 million, or 10.1%, to $664.2 million for full year 2013 compared to full year 2012 driven primarily by the acquisitions of IPD and InvestorForce. The increase largely reflects increases of $46.5 million, or 12.5%, in total compensation expenses and $15.9 million, or 10.8%, in total non-compensation expenses.
Other Expense (Income), Net
Other expense (income), net for full year 2013 was $25.9 million, a decline of $31.6 million, or 55.0%, from full year 2012. Excluding the impact of debt refinancing expenses of $1.4 million for full year 2013 and $20.6 million for full year 2012, other expense (income), net declined $12.4 million, or 33.6% primarily as a result of a lower cost of debt as well as lower levels of indebtedness.
Provision for Income Taxes
The provision for income tax expense was $123.1 million for full year 2013, up $17.9 million, or 17.0%, from full year 2012. The effective tax rate was 35.6% for full year 2013, versus 36.3% a year ago.
Net Income and Earnings per Share – See Table 14
Net income increased $38.3 million, or 20.8%, to $222.6 million and the net income margin increased to 21.5% from 19.4%. Diluted EPS rose 23.6% to $1.83 from $1.48.
Adjusted net income, which excludes the after-tax impact of non-recurring stock-based compensation expense, amortization of intangible assets, debt repayment and refinancing expenses, strategic review expenses, the lease exit charge and restructuring costs totaling $39.3 million, rose $20.7 million, or 8.6%, to $261.9 million. Adjusted EPS, which excludes the after-tax, per diluted share impact of non-recurring stock-based compensation, amortization of intangible assets, debt repayment and refinancing expenses, strategic review expenses, the lease exit charge and restructuring costs totaling $0.33, rose 11.3% to $2.16 for full year 2013.
See Table 14 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 13
Adjusted EBITDA was $453.5 million, an increase of $19.0 million, or 4.4%, from full year 2012. Adjusted EBITDA margin fell to 43.8% from 45.7%.
By segment, Adjusted EBITDA for the Performance and Risk segment increased $14.6 million, or 3.6%, to $419.3 million from full year 2012. Adjusted EBITDA margin declined to 45.9% for full year 2013 from 48.9% for full year 2012. Adjusted EBITDA for the Governance segment rose $4.4 million, or 14.7%, to $34.2 million for full year 2013. The Adjusted EBITDA margin for the Governance segment was 28.0%, up from 24.2% for full year 2012.
See Table 13 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 10, 11, 12
Total Run Rate grew by $83.0 million, or 8.6%, to $1,050.4 million as of December 31, 2013 compared to December 31, 2012. Total subscription Run Rate grew by $51.7 million, or 6.2%, to $892.1 million as of December 31, 2013 compared to December 31, 2012. On an organic basis, which includes IPD and excludes InvestorForce and CFRA product line, total subscription Run Rate grew by 6.1%. Changes in foreign currency rates had only a nominal impact on the change in total Run Rate during the fourth quarter and versus the prior year.
Performance and Risk segment Run Rate grew by $84.7 million, or 10.0%, to $934.9 million. On an organic basis, Performance and Risk Run Rate grew by 8.8%.
Governance Run Rate declined by $1.8 million, or 1.5%, to $115.5 million. On an organic basis, Run Rate grew by 6.6%, reflecting strong growth in the Run Rate of executive compensation data and analytics products and services.
Accelerated Share Repurchase Agreements
During fourth quarter 2013, MSCI settled the $100.0 million ASR agreement it had entered into on August 2, 2013, taking delivery of 0.5 million shares. MSCI repurchased a total of 5.4 million shares under the two ASR agreements into which it had previously entered.
MSCI will enter into a third ASR agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”). Under this new ASR agreement, MSCI will pay Morgan Stanley $100.0 million in cash and receive an initial delivery of shares of its common stock on February 7, 2014. Additional shares may be delivered to MSCI at or prior to maturity of the ASR agreement, which MSCI anticipates will be no later than May 2014. This ASR agreement will complete the $300 million buyback program authorized by the Board of Directors in December 2012.
On February 4, 2014, MSCI’s Board of Directors authorized the repurchase of up to $300.0 million of additional shares. The $300.0 million authorization will be available for utilization from time to time at management’s discretion.
December 2013 Extension of Senior Credit Facility
During fourth quarter 2013, MSCI extended the maturity of its credit facility to December 12, 2018 from May 4, 2017. MSCI also amended the amortization schedule of required debt payments to significantly reduce the amount of scheduled repayments prior to maturity.
Conference Call Information
Investors will have the opportunity to listen to MSCI Inc.’s senior management review fourth quarter and full year 2013 results on Thursday, February 6, 2014 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 February 8, 2014. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-855-859-2056 (passcode: 35536571) within the United States. International callers dial 1-404-537-3406 (passcode: 35536571).
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 indexes, portfolio risk and performance analytics, and governance tools.
MSCI’s flagship product offerings are: the MSCI indexes with approximately $7.5 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, indexes 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 March 31, 2013, as published by eVestment, Lipper and Bloomberg on July 31, 2013
For further information on MSCI, please visit our website at www.msci.com
Forward-Looking Statements
This earnings release may contain 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, and may also include the risks and uncertainties associated with the process of evaluating strategic alternatives, including whether any appropriate alternatives will be identified and, if identified, whether any such alternative will result in a consummated transaction. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI 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, except as required by law.
Website and Social Media Disclosure
MSCI uses its website and corporate Twitter account (@MSCI_Inc) as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about MSCI when you enroll your email address by visiting the “Email Alert Subscription” section at http://ir.msci.com/alerts.cfm?. The contents of MSCI’s website and social media channels are not, however, incorporated by reference into this earnings release.
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 expense (income), net, non-recurring stock-based compensation, depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets, strategic review expenses, the lease exit charge 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, amortization of intangible assets, debt repayment and refinancing costs, strategic review expenses, the lease exit charge and restructuring costs, as well as for any related tax effects.
We believe that adjusting for strategic review expenses, the lease exit charge, restructuring costs and debt repayment and refinancing expenses is 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. Condensed Consolidated Statements of Income (unaudited) |
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Three Months Ended | Year Ended | ||||||||||||||||||||
December 31, | December 31, | September 30, | December 31, | December 31, | |||||||||||||||||
In thousands, except per share data | 2013 | 2012 | 2013 | 2013 | 2012 | ||||||||||||||||
Operating revenues | $ | 267,622 | $ | 247,080 | $ | 258,238 | $ | 1,035,667 | $ | 950,141 | |||||||||||
Operating expenses | |||||||||||||||||||||
Cost of services | 84,727 | 74,191 | 80,040 | 328,311 | 288,075 | ||||||||||||||||
Selling, general and administrative | 70,722 | 57,172 | 65,380 | 255,345 | 233,183 | ||||||||||||||||
Restructuring costs | - | - | - | - | (51 | ) | |||||||||||||||
Amortization of intangible assets | 14,760 | 15,421 | 14,448 | 58,203 | 63,298 | ||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements |
6,042 | 4,989 | 5,934 | 22,302 | 18,700 | ||||||||||||||||
Total operating expenses | $ | 176,251 | $ | 151,773 | $ | 165,802 | $ | 664,161 | $ | 603,205 | |||||||||||
Operating income | $ | 91,371 | $ | 95,307 | $ | 92,436 | $ | 371,506 | $ | 346,936 | |||||||||||
Operating margin | 34.1 | % | 38.6 | % | 35.8 | % | 35.9 | % | 36.5 | % | |||||||||||
Interest income | (261 | ) | (242 | ) | (265 | ) | (1,031 | ) | (954 | ) | |||||||||||
Interest expense | 6,914 | 7,178 | 5,827 | 26,265 | 56,428 | ||||||||||||||||
Other expense (income) | 154 | 56 | 627 | 651 | 2,053 | ||||||||||||||||
Other expenses (income), net | $ | 6,807 | $ | 6,992 | $ | 6,189 | $ | 25,885 | $ | 57,527 | |||||||||||
Income before taxes | 84,564 | 88,315 | 86,247 | 345,621 | 289,409 | ||||||||||||||||
Provision for income taxes | 37,307 | 33,863 | 30,937 | 123,064 | 105,171 | ||||||||||||||||
Net income | $ | 47,257 | $ | 54,452 | $ | 55,310 | $ | 222,557 | $ | 184,238 | |||||||||||
Net income margin | 17.7 | % | 22.0 | % | 21.4 | % | 21.5 | % | 19.4 | % | |||||||||||
Earnings per basic common share | $ | 0.40 | $ | 0.44 | $ | 0.46 | $ | 1.85 | $ | 1.50 | |||||||||||
Earnings per diluted common share | $ | 0.39 | $ | 0.44 | $ | 0.46 | $ | 1.83 | $ | 1.48 | |||||||||||
|
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Weighted average shares outstanding used in computing earnings per share |
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Basic | 118,828 | 122,082 | 119,607 | 120,100 | 122,023 | ||||||||||||||||
Diluted | 119,877 | 122,995 | 120,578 | 121,074 | 123,204 | ||||||||||||||||
Table 3: MSCI Inc. Selected Balance Sheet Items (unaudited) |
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As of | ||||||||||||
December 31, | September 30, | December 31, | ||||||||||
In thousands | 2013 | 2013 | 2012 | |||||||||
Cash and cash equivalents | $ | 358,434 | $ | 283,750 | $ | 183,309 | ||||||
Short-term investments | - | - | 70,898 | |||||||||
Accounts receivable, net of allowances | 169,490 | 179,920 | 153,557 | |||||||||
Deferred revenue | $ | 319,735 | $ | 334,094 | $ | 308,022 | ||||||
Current maturities of long-term debt | 19,772 | 54,130 | 43,093 | |||||||||
Long-term debt, net of current maturities | 788,010 | 753,285 | 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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December 31, |
December 31, |
September 30, |
December 31, |
September 30, |
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In thousands | 2013 | 2012 | 2013 |
2012 |
2013 |
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Index and ESG products | |||||||||||||||
Subscriptions | $ | 93,771 | $ | 79,268 | $ | 92,815 | 18.3 | % | 1.0 | % | |||||
Asset-based fees | 39,200 | 38,138 | 36,801 | 2.8 | % | 6.5 | % | ||||||||
Index and ESG products total | 132,971 | 117,406 | 129,616 | 13.3 | % | 2.6 | % | ||||||||
Risk management analytics | 75,314 | 66,654 | 69,666 | 13.0 | % | 8.1 | % | ||||||||
Portfolio management analytics | 25,513 | 28,606 | 26,213 | (10.8 | %) | (2.7 | %) | ||||||||
Energy and commodity analytics | 3,066 | 3,270 | 3,113 | (6.2 | %) | (1.5 | %) | ||||||||
Total Performance and Risk revenues | $ | 236,864 | $ | 215,936 | $ | 228,608 | 9.7 | % | 3.6 | % | |||||
Total Governance revenues | 30,758 | 31,144 | 29,630 | (1.2 | %) | 3.8 | % | ||||||||
Total operating revenues | $ | 267,622 | $ | 247,080 | $ | 258,238 | 8.3 | % | 3.6 | % | |||||
Recurring subscriptions | $ | 221,698 | $ | 202,001 | $ | 216,905 | 9.8 | % | 2.2 | % | |||||
Asset-based fees | 39,200 | 38,138 | 36,801 | 2.8 | % | 6.5 | % | ||||||||
Non-recurring revenue | 6,724 | 6,941 | 4,532 | (3.1 | %) | 48.4 | % | ||||||||
Total operating revenues | $ | 267,622 | $ | 247,080 | $ | 258,238 | 8.3 | % | 3.6 | % | |||||
Table 5: Full Year Operating Revenues by Product Category and Revenue Type (unaudited) |
||||||||||||
Year Ended | % Change from | |||||||||||
December 31, | December 31, | December 31, | ||||||||||
In thousands | 2013 | 2012 | 2012 | |||||||||
Index and ESG products | ||||||||||||
Subscriptions | $ | 366,674 | $ | 300,630 | 22.0 | % | ||||||
Asset-based fees | 149,486 | 140,883 | 6.1 | % | ||||||||
Index and ESG products total | 516,160 | 441,513 | 16.9 | % | ||||||||
Risk management analytics | 279,353 | 260,276 | 7.3 | % | ||||||||
Portfolio management analytics | 105,461 | 116,133 | (9.2 | %) | ||||||||
Energy and commodity analytics | ||||||||||||
Recurring Energy and commodity analytics | 12,390 | 14,271 | (13.2 | %) | ||||||||
Correction1 | - | (5,203 | ) | n/m | ||||||||
Net energy and commodity analytics | 12,390 | 9,068 | 36.6 | % | ||||||||
Total Performance and Risk revenues | $ | 913,364 | $ | 826,990 | 10.4 | % | ||||||
Total Governance revenues | 122,303 | 123,151 | (0.7 | %) | ||||||||
Total operating revenues | $ | 1,035,667 | $ | 950,141 | 9.0 | % | ||||||
Recurring subscriptions | $ | 860,730 | $ | 784,331 | 9.7 | % | ||||||
Asset-based fees | 149,486 | 140,883 | 6.1 | % | ||||||||
Non-recurring revenue | 25,451 | 24,927 | 2.1 | % | ||||||||
Total operating revenues | $ | 1,035,667 | $ | 950,141 | 9.0 | % |
n/m = not meaningful | |
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. | |
Table 6: Quarterly Operating Expense Detail (unaudited) |
|||||||||||||||
Three Months Ended | % Change from | ||||||||||||||
December 31, | December 31, | September 30, | December 31, | September 30, | |||||||||||
In thousands | 2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||
Cost of services | |||||||||||||||
Compensation | $ | 62,057 | $ | 55,982 | $ | 58,751 | 10.9 | % | 5.6 | % | |||||
Non-recurring stock based compensation | - | 255 | - | n/m | n/m | ||||||||||
Total compensation | $ | 62,057 | $ | 56,237 | $ | 58,751 | 10.3 | % | 5.6 | % | |||||
Non-compensation | 22,670 | 17,735 | 21,289 | 27.8 | % | 6.5 | % | ||||||||
Lease exit charge1 | - | 219 | - | n/m | n/m | ||||||||||
Total non-compensation | 22,670 | 17,954 | 21,289 | 26.3 | % | 6.5 | % | ||||||||
Total cost of services | $ | 84,727 | $ | 74,191 | $ | 80,040 | 14.2 | % | 5.9 | % | |||||
Selling, general and administrative | |||||||||||||||
Compensation | $ | 45,904 | $ | 37,475 | $ | 44,495 | 22.5 | % | 3.2 | % | |||||
Non-recurring stock based compensation | - | 126 | - | n/m | n/m | ||||||||||
Total compensation | $ | 45,904 | $ | 37,601 | $ | 44,495 | 22.1 | % | 3.2 | % | |||||
Non-compensation | 22,997 | 19,321 | 20,885 | 19.0 | % | 10.1 | % | ||||||||
Strategic review expenses2 |
1,821 | - | - | n/m | n/m | ||||||||||
Lease exit charge1 | - | 250 | - | n/m | n/m | ||||||||||
Total non-compensation | 24,818 | 19,571 | 20,885 | 26.8 | % | 18.8 | % | ||||||||
Total selling, general and administrative | $ | 70,722 | $ | 57,172 | $ | 65,380 | 23.7 | % | 8.2 | % | |||||
Restructuring costs | - | - | - | n/m | n/m | ||||||||||
Amortization of intangible assets | 14,760 | 15,421 | 14,448 | (4.3 | %) | 2.2 | % | ||||||||
Depreciation and amortization of property, equipment and leasehold improvements |
6,042 | 4,989 | 5,934 | 21.1 | % | 1.8 | % | ||||||||
Total operating expenses | $ | 176,251 | $ | 151,773 | $ | 165,802 | 16.1 | % | 6.3 | % | |||||
Compensation | $ | 107,961 | $ | 93,457 | $ | 103,246 | 15.5 | % | 4.6 | % | |||||
Non-recurring stock-based compensation | - | 381 | - | n/m | n/m | ||||||||||
Total compensation | $ | 107,961 | $ | 93,838 | $ | 103,246 | 15.1 | % | 4.6 | % | |||||
Non-compensation expenses | 45,667 | 37,056 | 42,174 | 23.2 | % | 8.3 | % | ||||||||
Strategic review expenses2 |
1,821 | - | - | n/m | n/m | ||||||||||
Lease exit charge1 | - | 469 | - | n/m | n/m | ||||||||||
Total non-compensation | 47,488 | 37,525 | 42,174 | 26.6 | % | 12.6 | % | ||||||||
Restructuring costs | - | - | - | n/m | n/m | ||||||||||
Amortization of intangible assets | 14,760 | 15,421 | 14,448 | (4.3 | %) | 2.2 | % | ||||||||
Depreciation and amortization of property, equipment and leasehold improvements |
6,042 | 4,989 | 5,934 | 21.1 | % | 1.8 | % | ||||||||
Total operating expenses |
$ | 176,251 | $ | 151,773 | $ | 165,802 | 16.1 | % | 6.3 | % |
n/m = not meaningful | ||
1 Fourth quarter 2012 included charges of $0.5 million, associated with an occupancy lease exit charge resulting from the consolidation of MSCI's New York offices. | ||
2 Fourth quarter 2013 included charges of $1.8 million associated with the previously announced decision to explore strategic alternatives for MSCI's Governance segment. |
||
Table 7: Full Year Operating Expense Detail (unaudited) |
||||||||||||
Year Ended | % Change from | |||||||||||
December 31, | December 31, | December 31, | ||||||||||
In thousands | 2013 | 2012 | 2012 | |||||||||
Cost of services | ||||||||||||
Compensation | $ | 243,725 | $ | 215,134 | 13.3 | % | ||||||
Non-recurring stock based compensation | - | 884 | (100.0 | %) | ||||||||
Total compensation | $ | 243,725 | $ | 216,018 | 12.8 | % | ||||||
Non-compensation | 84,729 | 70,314 | 20.5 | % | ||||||||
Lease exit charge1 | (143 | ) | 1,743 | n/m | ||||||||
Total non-compensation | 84,586 | 72,057 | 17.4 | % | ||||||||
Total cost of services | $ | 328,311 | $ | 288,075 | 14.0 | % | ||||||
Selling, general and administrative | ||||||||||||
Compensation | $ | 175,945 | $ | 156,288 | 12.6 | % | ||||||
Non-recurring stock based compensation | - | 897 | (100.0 | %) | ||||||||
Total compensation | $ | 175,945 | $ | 157,185 | 11.9 | % | ||||||
Non-compensation | 77,801 | 73,945 | 5.2 | % | ||||||||
Strategic review expenses2 |
1,821 | - | n/m | |||||||||
Lease exit charge1 | (222 | ) | 2,053 | n/m | ||||||||
Total non-compensation | 79,400 | 75,998 | 4.5 | % | ||||||||
Total selling, general and administrative | $ | 255,345 | $ | 233,183 | 9.5 | % | ||||||
Restructuring costs | - | (51 | ) | (100.0 | %) | |||||||
Amortization of intangible assets | 58,203 | 63,298 | (8.0 | %) | ||||||||
Depreciation and amortization of property, | ||||||||||||
equipment and leasehold improvements | 22,302 | 18,700 | 19.3 | % | ||||||||
Total operating expenses | $ | 664,161 | $ | 603,205 | 10.1 | % | ||||||
Compensation | $ | 419,670 | $ | 371,422 | 13.0 | % | ||||||
Non-recurring stock-based compensation | - | 1,781 | (100.0 | %) | ||||||||
Total compensation | $ | 419,670 | $ | 373,203 | 12.5 | % | ||||||
Non-compensation expenses | 162,530 | 144,259 | 12.7 | % | ||||||||
Strategic review expenses2 |
1,821 | - | n/m | |||||||||
Lease exit charge1 | (365 | ) | 3,796 | n/m | ||||||||
Total non-compensation | 163,986 | 148,055 | 10.8 | % | ||||||||
Restructuring costs | - | (51 | ) | (100.0 | %) | |||||||
Amortization of intangible assets | 58,203 | 63,298 | (8.0 | %) | ||||||||
Depreciation and amortization of property, | ||||||||||||
equipment and leasehold improvements | 22,302 | 18,700 | 19.3 | % | ||||||||
Total operating expenses |
$ | 664,161 | $ | 603,205 | 10.1 | % |
n/m = not meaningful | |
1 Years ended 2013 and 2012 included a benefit of $0.4 million and a charge of $3.8 million, respectively, associated with an occupancy lease exit resulting from the consolidation of MSCI's New York offices. | |
2 Full year 2013 included charges of $1.8 million associated with the previously announced decision to explore strategic alternatives for MSCI's Governance segment. | |
Table 8: Summary Quarterly Segment Information (unaudited) |
|||||||||||||||||||
Three Months Ended | % Change from | ||||||||||||||||||
December 31, | December 31, | September 30, | December 31, | September 30, | |||||||||||||||
In thousands | 2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||||
Performance and Risk | $ | 236,864 | $ | 215,936 | $ | 228,608 | 9.7 | % | 3.6 | % | |||||||||
Governance | 30,758 | 31,144 | 29,630 | (1.2 | %) | 3.8 | % | ||||||||||||
Total Operating revenues | $ | 267,622 | $ | 247,080 | $ | 258,238 | 8.3 | % | 3.6 | % | |||||||||
Operating Income: | |||||||||||||||||||
Performance and Risk | 88,055 | 90,620 | 88,172 | (2.8 | %) | (0.1 | %) | ||||||||||||
Margin | 37.2 | % | 42.0 | % | 38.6 | % | |||||||||||||
Governance | 3,316 | 4,687 | 4,264 | (29.3 | %) | (22.2 | %) | ||||||||||||
Margin | 10.8 | % | 15.0 | % | 14.4 | % | |||||||||||||
Total Operating Income | $ | 91,371 | $ | 95,307 | $ | 92,436 | -4.1 | % | (1.2 | %) | |||||||||
Margin | 34.1 | % | 38.6 | % | 35.8 | % | |||||||||||||
Adjusted EBITDA: | |||||||||||||||||||
Performance and Risk | 104,298 | 107,502 | 104,210 | (3.0 | %) | 0.1 | % | ||||||||||||
Margin | 44.0 | % | 49.8 | % | 45.6 | % | |||||||||||||
Governance | 9,696 | 9,065 | 8,608 | 7.0 | % | 12.6 | % | ||||||||||||
Margin | 31.5 | % | 29.1 | % | 29.1 | % | |||||||||||||
Total Adjusted EBITDA | $ | 113,994 | $ | 116,567 | $ | 112,818 | (2.2 | %) | 1.0 | % | |||||||||
Margin | 42.6 | % | 47.2 | % | 43.7 | % | |||||||||||||
Table 9: Summary Full Year Segment Information (unaudited) |
|||||||||||
Year Ended | % Change from | ||||||||||
December 31, | December 31, | December 31, | |||||||||
In thousands | 2013 | 2012 | 2012 | ||||||||
Revenues: | |||||||||||
Performance and Risk | $ | 913,364 | $ | 826,990 | 10.4 | % | |||||
Governance | 122,303 | 123,151 | (0.7 | %) | |||||||
Total Operating revenues | $ | 1,035,667 | $ | 950,141 | 9.0 | % | |||||
Operating Income: | |||||||||||
Performance and Risk | 356,500 | 334,547 | 6.6 | % | |||||||
Margin | 39.0 | % | 40.5 | % | |||||||
Governance | 15,006 | 12,389 | 21.1 | % | |||||||
Margin | 12.3 | % | 10.1 | % | |||||||
Total Operating Income | $ | 371,506 | $ | 346,936 | 7.1 | % | |||||
Margin | 35.9 | % | 36.5 | % | |||||||
Adjusted EBITDA: | |||||||||||
Performance and Risk | 419,278 | 404,644 | 3.6 | % | |||||||
Margin | 45.9 | % | 48.9 | % | |||||||
Governance | 34,189 | 29,816 | 14.7 | % | |||||||
Margin | 28.0 | % | 24.2 | % | |||||||
Total Adjusted EBITDA | $ | 453,467 | $ | 434,460 | 4.4 | % | |||||
Margin | 43.8 | % | 45.7 | % | |||||||
Table 10: Key Operating Metrics (unaudited) |
||||||||||||||||||
As of | % Change from | |||||||||||||||||
December 31, | December 31, | September 30, | December 31, | September 30, | ||||||||||||||
Dollars in thousands | 2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Run Rates1 | ||||||||||||||||||
Index and ESG products | ||||||||||||||||||
Subscription | $ | 371,511 | $ | 338,006 | $ | 360,042 | 9.9 | % | 3.2 | % | ||||||||
Asset-based fees | 158,305 | 127,072 | 146,979 | 24.6 | % | 7.7 | % | |||||||||||
Index and ESG products total | 529,816 | 465,078 | 507,021 | 13.9 | % | 4.5 | % | |||||||||||
Risk management analytics | 290,655 | 262,108 | 288,452 | 10.9 | % | 0.8 | % | |||||||||||
Portfolio management analytics | 103,125 | 109,836 | 104,938 | (6.1 | %) | (1.7 | %) | |||||||||||
Energy and commodity analytics | 11,302 | 13,128 | 12,493 | (13.9 | %) | (9.5 | %) | |||||||||||
Total Performance and Risk | 934,898 | 850,150 | 912,904 | 10.0 | % | 2.4 | % | |||||||||||
Governance | 115,482 | 117,261 | 112,911 | (1.5 | %) | 2.3 | % | |||||||||||
Total Run Rate | $ | 1,050,380 | $ | 967,411 | $ | 1,025,815 | 8.6 | % | 2.4 | % | ||||||||
Subscription total | $ | 892,075 | $ | 840,339 | $ | 878,836 | 6.2 | % | 1.5 | % | ||||||||
Asset-based fees total | 158,305 | 127,072 | 146,979 | 24.6 | % | 7.7 | % | |||||||||||
Total Run Rate | $ | 1,050,380 | $ | 967,411 | $ | 1,025,815 | 8.6 | % | 2.4 | % | ||||||||
New Recurring Subscription Sales | $ | 36,145 | $ | 29,742 | $ | 30,157 | 21.5 | % | 19.9 | % | ||||||||
Subscription Cancellations | (23,756 | ) | (28,725 | ) | (16,458 | ) | (17.3 | %) | 44.3 | % | ||||||||
Net New Recurring Subscription Sales | $ | 12,389 | $ | 1,017 | $ | 13,699 | 1,118.2 | % | (9.6 | %) | ||||||||
Non-recurring sales | $ | 7,157 | $ | 7,443 | $ | 4,359 | (3.8 | %) | 64.2 | % | ||||||||
Employees | 3,261 | 2,759 | 3,123 | 18.2 | % | 4.4 | % | |||||||||||
% Employees by location | ||||||||||||||||||
Developed Market Centers | 53 | % | 59 | % | 55 | % | ||||||||||||
Emerging Market Centers | 47 | % | 41 | % | 45 | % |
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 or agreements assuming all contracts or agreements 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 December 31, 2012 Run Rate for IPD products was approximated using the trailing 12 months of revenues primarily adjusted for estimates for non-recurring sales, new sales and cancellations. 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 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. |
Table 11: ETF Assets Linked to MSCI Indexes1 (unaudited) |
||||||||||||||||||||||||||||||||||
Three Months Ended 2012 | Three Months Ended 2013 | Year Ended | ||||||||||||||||||||||||||||||||
In Billions | March | June | September | December | March | June | September | December | December 2012 | December 2013 | ||||||||||||||||||||||||
Beginning Period AUM in ETFs linked to MSCI Indexes |
$ | 301.6 | $ | 354.7 | $ | 327.4 | $ | 363.7 | $ | 402.3 | $ | 357.3 | $ | 269.7 | $ | 302.6 | $ | 301.6 | $ | 402.3 | ||||||||||||||
Cash Inflow/Outflow2 | 15.2 | 0.3 | 15.2 | 25.9 | (61.0 | ) | (74.4 | ) | 12.7 | 19.4 | 56.6 | (103.3 | ) | |||||||||||||||||||||
Appreciation/Depreciation | 37.9 | (27.6 | ) | 21.1 | 12.7 | 16.0 | (13.2 | ) | 20.2 | 10.9 | 44.1 | 33.9 | ||||||||||||||||||||||
Period End AUM in ETFs linked to MSCI Indexes |
$ | 354.7 | $ | 327.4 | $ | 363.7 | $ | 402.3 | $ | 357.3 | $ | 269.7 | $ | 302.6 | $ | 332.9 | $ | 402.3 | $ | 332.9 | ||||||||||||||
Period Average AUM in ETFs linked to MSCI Indexes |
$ | 341.0 | $ | 331.6 | $ | 344.7 | $ | 376.6 | $ | 369.0 | $ | 324.1 | $ | 286.2 | $ | 321.5 | $ | 349.1 | $ | 325.0 |
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 and second quarter of 2013 includes the migration of $82.8 billion of AUM in 9 Vanguard ETFs and $74.8 billion of AUM in 13 Vanguard ETFs, respectively, that transitioned to other indexes during each quarter. |
Table 12: Supplemental Operating Metrics (unaudited) |
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Sales & Cancellations | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended 2012 | Three Months Ended 2013 | Year Ended | |||||||||||||||||||||||||||||||||||||||
In thousands | March | June | September | December | March | June | September | December | December 2012 | December 2013 | |||||||||||||||||||||||||||||||
New Recurring Subscription Sales | $ | 33,506 | $ | 28,453 | $ | 27,164 | $ | 29,742 | $ | 30,928 | $ | 31,133 | $ | 30,157 | $ | 36,145 | $ | 118,865 | $ | 128,363 | |||||||||||||||||||||
Subscription Cancellations | (13,498 | ) | (17,229 | ) | (19,134 | ) | (28,725 | ) | (16,691 | ) | (16,082 | ) | (16,458 | ) | (23,756 | ) | (78,586 | ) | (72,987 | ) | |||||||||||||||||||||
Net New Recurring Subscription Sales | $ | 20,008 | $ | 11,224 | $ | 8,030 | $ | 1,017 | $ | 14,237 | $ | 15,051 | $ | 13,699 | $ | 12,389 | $ | 40,279 | $ | 55,376 | |||||||||||||||||||||
Non-recurring sales | 9,338 | 5,099 | 3,878 | 7,443 | 8,935 | 6,664 | 4,359 | 7,157 | 25,758 | 27,115 | |||||||||||||||||||||||||||||||
Total Sales | $ | 42,844 | $ | 33,552 | $ | 31,042 | $ | 37,185 | $ | 39,863 | $ | 37,797 | $ | 34,516 | $ | 43,302 | $ | 144,623 | $ | 155,478 | |||||||||||||||||||||
Aggregate & Core Retention Rates | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended 2012 | Three Months Ended 2013 | Year Ended | |||||||||||||||||||||||||||||||||||||||
March | June | September | December | March | June | September | December | December 2012 | December 2013 | ||||||||||||||||||||||||||||||||
Aggregate Retention Rate1 | |||||||||||||||||||||||||||||||||||||||||
Index and ESG products | 94.5 | % | 94.9 | % | 94.0 | % | 90.4 | % | 95.0 | % | 94.0 | % | 94.7 | % | 90.7 | % | 93.4 | % | 93.6 | % | |||||||||||||||||||||
Risk management analytics | 93.9 | % | 90.0 | % | 88.5 | % | 84.4 | % | 93.5 | % | 92.5 | % | 92.3 | % | 87.2 | % | 89.0 | % | 91.4 | % | |||||||||||||||||||||
Portfolio management analytics | 91.9 | % | 84.2 | % | 84.9 | % | 78.0 | % | 81.7 | % | 87.0 | % | 89.1 | % | 88.9 | % | 84.7 | % | 86.7 | % | |||||||||||||||||||||
Energy & commodity analytics | 90.2 | % | 85.5 | % | 76.6 | % | 60.4 | % | 90.1 | % | 86.0 | % | 80.2 | % | 54.5 | % | 78.1 | % | 77.7 | % | |||||||||||||||||||||
Total Performance and Risk | 93.7 | % | 90.9 | % | 89.8 | % | 85.2 | % | 92.4 | % | 92.3 | % | 92.7 | % | 88.5 | % | 89.8 | % | 91.5 | % | |||||||||||||||||||||
Total Governance | 88.7 | % | 92.1 | % | 91.1 | % | 83.6 | % | 90.0 | % | 92.9 | % | 88.5 | % | 90.1 | % | 88.9 | % | 90.4 | % | |||||||||||||||||||||
Total Aggregate Retention Rate | 93.0 | % | 91.0 | % | 90.0 | % | 84.9 | % | 92.1 | % | 92.3 | % | 92.2 | % | 88.7 | % | 89.7 | % | 91.3 | % | |||||||||||||||||||||
Core Retention Rate1 | |||||||||||||||||||||||||||||||||||||||||
Index and ESG products | 94.6 | % | 95.0 | % | 94.0 | % | 90.5 | % | 95.0 | % | 94.1 | % | 94.8 | % | 90.9 | % | 93.5 | % | 93.7 | % | |||||||||||||||||||||
Risk management analytics | 94.0 | % | 92.0 | % | 89.3 | % | 84.4 | % | 93.9 | % | 93.1 | % | 92.3 | % | 87.3 | % | 89.8 | % | 91.6 | % | |||||||||||||||||||||
Portfolio management analytics | 92.2 | % | 87.0 | % | 86.5 | % | 83.6 | % | 82.8 | % | 87.5 | % | 90.3 | % | 90.1 | % | 87.3 | % | 87.7 | % | |||||||||||||||||||||
Energy & commodity analytics | 90.7 | % | 85.5 | % | 77.1 | % | 60.4 | % | 90.1 | % | 86.0 | % | 80.2 | % | 54.5 | % | 78.4 | % | 77.7 | % | |||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||
Total Performance and Risk | 93.8 | % | 92.2 | % | 90.5 | % | 86.2 | % | 92.7 | % | 92.6 | % | 92.9 | % | 88.8 | % | 90.6 | % | 91.8 | % | |||||||||||||||||||||
Total Governance | 88.7 | % | 92.2 | % | 91.2 | % | 83.8 | % | 90.2 | % | 92.9 | % | 88.5 | % | 90.1 | % | 89.0 | % | 90.4 | % | |||||||||||||||||||||
Total Core Retention Rate | 93.1 | % | 92.2 | % | 90.6 | % | 85.9 | % | 92.4 | % | 92.6 | % | 92.4 | % | 89.0 | % | 90.4 | % | 91.6 | % |
1 The 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 Rates the same methodology is used except the amount of cancellations in the quarter is reduced by the amount of product swaps. |
Table 13: Reconciliation of Adjusted EBITDA to Net Income (unaudited) |
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Three Months Ended December 31, 2013 | Three Months Ended December 31, 2012 | ||||||||||||||||||||||||
In thousands |
Performance |
Governance | Total |
Performance |
Governance | Total | |||||||||||||||||||
Net Income | $ | 47,257 | $ | 54,452 | |||||||||||||||||||||
Plus: | Provision for income taxes | 37,307 | 33,863 | ||||||||||||||||||||||
Plus: | Other expense (income), net | 6,807 | 6,992 | ||||||||||||||||||||||
Operating income | $ | 88,055 | $ | 3,316 | $ | 91,371 | $ | 90,620 | $ | 4,687 | $ | 95,307 | |||||||||||||
Plus: | Non-recurring stock-based compensation | - | - | - | 342 | 39 | 381 | ||||||||||||||||||
Plus: | Depreciation and amortization of property, | ||||||||||||||||||||||||
equipment and leasehold improvements | 5,025 | 1,017 | 6,042 | 4,028 | 961 | 4,989 | |||||||||||||||||||
Plus: | Amortization of intangible assets | 11,218 | 3,542 | 14,760 | 12,101 | 3,320 | 15,421 | ||||||||||||||||||
Plus: | Strategic review expenses | - | 1,821 | 1,821 | - | - | - | ||||||||||||||||||
Plus: | Lease exit charge | - | - | - | 411 | 58 | 469 | ||||||||||||||||||
Plus: | Restructuring costs | - | - | - | - | - | - | ||||||||||||||||||
Adjusted EBITDA | $ | 104,298 | $ | 9,696 | $ | 113,994 | $ | 107,502 | $ | 9,065 | $ | 116,567 | |||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||||||||||||||||
In thousands |
Performance |
Governance | Total |
Performance |
Governance | Total | |||||||||||||||||||
Net Income | $ | 222,557 | $ | 184,238 | |||||||||||||||||||||
Plus: | Provision for income taxes | 123,064 | 105,171 | ||||||||||||||||||||||
Plus: | Other expense (income), net | 25,885 | 57,527 | ||||||||||||||||||||||
Operating income | $ | 356,500 | $ | 15,006 | $ | 371,506 | $ | 334,547 | $ | 12,389 | $ | 346,936 | |||||||||||||
Plus: | Non-recurring stock-based compensation | - | - | - | 1,611 | 170 | 1,781 | ||||||||||||||||||
Plus: | Depreciation and amortization of property, | ||||||||||||||||||||||||
equipment and leasehold improvements | 18,288 | 4,014 | 22,302 | 15,165 | 3,535 | 18,700 | |||||||||||||||||||
Plus: | Amortization of intangible assets | 44,798 | 13,405 | 58,203 | 50,017 | 13,281 | 63,298 | ||||||||||||||||||
Plus: | Strategic review expenses | - | 1,821 | 1,821 | - | - | - | ||||||||||||||||||
Plus: | Lease exit charge | (308 | ) | (57 | ) | (365 | ) | 3,336 | 460 | 3,796 | |||||||||||||||
Plus: | Restructuring costs | - | - | - | (32 | ) | (19 | ) | (51 | ) | |||||||||||||||
Adjusted EBITDA | $ | 419,278 | $ | 34,189 | $ | 453,467 | $ | 404,644 | $ | 29,816 | $ | 434,460 | |||||||||||||
Table 14: Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS (unaudited) |
|||||||||||||||||||||
Three Months Ended | Year Ended | ||||||||||||||||||||
December 31, | December 31, | September 30, | December 31, | December 31, | |||||||||||||||||
In thousands, except per share data | 2013 | 2012 | 2013 | 2013 | 2012 | ||||||||||||||||
Net Income | $ | 47,257 | $ | 54,452 | $ | 55,310 | $ | 222,557 | $ | 184,238 | |||||||||||
Plus: | Non-recurring stock-based compensation | - | 381 | - | - | 1,781 | |||||||||||||||
Plus: | Amortization of intangible assets | 14,760 | 15,421 | 14,448 | 58,203 | 63,298 | |||||||||||||||
Plus: | Debt repayment and refinancing expenses | 1,405 | - | - | 1,405 | 20,639 | |||||||||||||||
Plus: | Strategic review expenses | 1,821 | - | - | 1,821 | - | |||||||||||||||
Plus: | Lease exit charge | - | 469 | - | (365 | ) | 3,796 | ||||||||||||||
Plus: | Restructuring costs | - | - | - | - | (51 | ) | ||||||||||||||
Less: | Income tax effect | (7,591 | ) | (6,556 | ) | (5,172 | ) | (21,742 | ) | (32,510 | ) | ||||||||||
Adjusted net income | $ | 57,652 | $ | 64,167 | $ | 64,586 | $ | 261,879 | $ | 241,191 | |||||||||||
Diluted EPS | $ | 0.39 | $ | 0.44 | $ | 0.46 | $ | 1.83 | $ | 1.48 | |||||||||||
Plus: | Non-recurring stock-based compensation | - | - | - | - | 0.01 | |||||||||||||||
Plus: | Amortization of intangible assets | 0.12 | 0.12 | 0.12 | 0.48 | 0.51 | |||||||||||||||
Plus: | Debt repayment and refinancing expenses | 0.01 | - | - | 0.01 | 0.17 | |||||||||||||||
Plus: | Strategic review expenses | 0.02 | - | - | 0.01 | - | |||||||||||||||
Plus: | Lease exit charge | - | - | - | - | 0.03 | |||||||||||||||
Plus: | Restructuring costs | - | - | - | - | - | |||||||||||||||
Less: | Income tax effect | (0.06 | ) | (0.04 | ) | (0.05 | ) | (0.17 | ) | (0.26 | ) | ||||||||||
Adjusted EPS | $ | 0.48 | $ | 0.52 | $ | 0.53 | $ | 2.16 | $ | 1.94 |
CONTACT:
MSCI Inc.
W. Edings Thibault, MSCI, New York +
1.212.804.5273
or
Media Inquiries:
Jo Morgan, MSCI, London +
44.20.7618.2224
W. Edings Thibault, MSCI, New York + 1.212.804.5273
Sally
Todd | Christian Pickel, MHP Communications, London + 44.20.3128.8100
Exhibit 99.2
Fourth Quarter and Full Year 2013 Earnings Presentation February 6, 2014 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 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. Any forward‐looking statements included in this presentation reflect 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, except as required by law. 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. Total sales include recurring subscription sales and non‐recurring sales. Definitions of Run Rate and Retention Rate provided on page 17. msci.com 2
Milestone Year – 2013 Financial Highlights: Run Rate 9% to $1.05 billion Revenues 9% to $1.04 billion Net income 21% to $223 million Diluted EPS 24% to $1.83 Adj. EBITDA1 4% to $453 million Adj. EPS2 11% to $2.16 MSCI Indexes Broadened and deepened relationships with ETF providers Drove significant growth in factor indexes usage Won sizeable mandates Risk Management Analytics Enabled clients to incorporate a broader view of risk Enhanced new risk analytics on liquidity risk & counterparty exposure Released new commercial real estate model Portfolio Management Analytics Delivered on differentiated new factor models Strengthened leadership team Further enhanced BPM capabilities (1) Net income before provision for income taxes, other expense (income), net, non‐recurring stock‐based compensation, depreciation, amortization, strategic review expenses, the lease exit charge and restructuring costs. Please see pages 17‐20 for reconciliation. (2) 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, strategic review expenses, the lease exit charge and restructuring costs are excluded from the calculation of diluted EPS. Please see pages 17‐ 20 for reconciliation. msci.com 3
Capitalizing on Opportunities and Investing for the Future Key Investment Industry Trends Investors Seeking Thematic and Customized Strategies Accelerating Shift Towards Passive Investments Increasing Demand for Integrated View of Risk & Return Through Fewer Providers Regulation Driving Increased Reporting and Transparency Expanding sales coverage to new geographies and client segments Broader client service team and support Branding, advertising and client outreach New product development to keep pace with changing investment landscape Scaled up infrastructure to continue to meet client needs Investments msci.com 4
Fourth Quarter 2013 Highlights Summary Financial Results Operating revenues increased 8% to $268 million Net income declined 13% to $47 million, and diluted EPS fell 11% to $0.39 Adjusted EBITDA1 fell 2% to $114 million, and adjusted EPS2 fell 4 cents to $0.48 Strong Operating Results Run Rate growth of 9% to $1.05 billion – organic3 subscription growth of 6% Index and ESG subscription Run Rate up 10% to $372 million Asset‐based fee (“ABF”) Run Rate up 25% RMA Run Rate growth of 11% ‐ organic growth of 7% Retention rates rose to 89% Continued Capital Management Repurchased 0.5 million shares in Fourth Quarter 2013 – 5.4 million total since December 2012 Announced another $100 million accelerated share repurchase (“ASR”) agreement Board of Directors has authorized an additional $300 million share buyback Extended credit facility by 19 months (1) Net income before provision for income taxes, other expense (income), net, non‐recurring stock‐based compensation, depreciation, amortization, strategic review expenses, the lease exit charge and restructuring costs. Please see pages 17‐20 for reconciliation. (2) 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, strategic review expenses, the lease exit charge and restructuring costs are excluded from the calculation of diluted EPS. Please see pages 17‐20 for reconciliation. (3) For the purposes of analyzing Run Rate trends, organic growth comparisons exclude the impact of the acquisitions of IPD Group Limited (“IPD”) and Investor Force Holdings, Inc. (“InvestorForce”), as well as the sale of the CFRA product line. msci.com 5
Breakdown of Q4’12 vs Q4’13 Revenue Growth (Dollars in millions) Year‐over‐Year Change in Revenues by Type $247.1 $19.7 $1.1 ($0.2 ) $267.6 $220 $230 $240 $250 $260 $270 $280 Q4'12 revenue Subscription revenue Asset‐based fees Non‐recurring revenue Q4'13 revenue Year‐over‐Year Change in Revenues by Product $247.1 $15.6 $8.7 ($3.1) ($0.2) ($0.4) $267.6 $230 $240 $250 $260 $270 $280 Q4'12 revenue Index & ESG RMA PMA E&CA Governance Q4'13 revenue ESG: Environmental, social and governance RMA: Risk management analytics PMA: Portfolio management analytics E&CA: Energy and commodity analytics msci.com 6
Summary of Fourth Quarter 2013 Operating Metrics (Dollars in millions) MSCI Total Run Rate Subscription ABF $840 $127 $967 $892 $158 $1,050 Subscription Growth: +6 % ABF Growth: +25 % $500 $600 $700 $800 $900 $1,000 $1,100 Q4'12 Q4'13 Total Sales and Retention Q4'12 Q4'13 Diff. FY'12 FY'13 Diff. Recurring Sub. Sales $30 $36 22% $119 $128 8% Non‐Recurring Sales $7 $7 ‐4% $26 $27 5% Total Sales $37 $43 16% $145 $155 8% Agg. Retention 85% 89% 4% 90% 91% 1% Run Rate grew YoY by 9% to $1.05 billion Subscription Run Rate grew by 6% Asset‐based fee Run Rate growth of 25% Minimal currency impact YoY and $1 million sequential benefit Total sales of $43 million, up 16% Positive benefit from acquisitions plus organic sales growth Recurring subscription sales also up 22% from Q4’12 Aggregate retention rate improved to 89% in Q4’13 and 91% for the full year msci.com 7
Index and ESG Products (Dollars in millions) Fourth Quarter Highlights: Revenues grew 13% to $133 million, or 8% organically Subscription revenue grew by 18%, or by 11% organically Run Rate grew by 14% YoY to $530 million Subscription Run Rate grew by 10% Asset‐based fee Run Rate rose 25% ESG growth remained strong Total sales growth of 48% driven by impact of IPD and organic growth Aggregate Retention Rate strong at 91% in Q4’13 and 94% for 2013 Index and ESG Run Rate and Revenue ABF Subscription $338 $127 $465 $372 $158 $530 $‐ $100 $200 $300 $400 $500 $600 Q4'12 Q4'13 Run Rate $79 $38 $117 $94 $39 $133 $‐ $20 $40 $60 $80 $100 $120 $140 Q4'12 Q4'13 Revenue Index and ESG Sales and Retention Q4'12 Q4'13 Diff. FY'12 FY'13 Diff. Total Sales $15 $22 48% $57 $73 27% Agg. Retention 90% 91% 1% 93% 94% 1% msci.com 8
Asset‐Based Fees Fourth Quarter Highlights: Revenues grew 3% to $39 million Strong inflows into ETFs and increases in non‐ETF passive funds more than offset the loss of Vanguard Asset‐based fee Run Rate rose 25% to $158 million, and rose 8% from Q3’13 3.6 average basis point fee at quarter‐end Total ETF AUM fell by 17% to $333 billion at the end of Q4’13 Excluding Vanguard, AUM ETF grew $69 billion versus Q4’12 – including inflows of $45 billion Strong growth of AUM linked to developed market indexes offset decline in AUM linked to emerging market indexes ETF AUM growth of $30 billion from Q3’13 ‐ $19 billion of inflows AUM of $333 billion as of December 31, 2013 Source: Bloomberg ABF Revenues versus ETF AUM (in millions) (in billions) Q4'12 Q4'13 $38 $39 $402 $333 BN M M BN $10 $15 $20 $25 $30 $35 $40 $45 ABF Revenues ETF AUM $100 $150 $200 $250 $300 $350 $400 $450 MSCI‐Linked ETF AUM by Market Exposure Other 4.9%, Emerging Markets, 27.7% U.S. 14.4% Developed Markets Ex-U.S., 53.0% msci.com 9
Risk Management Analytics (Dollars in millions) Fourth Quarter Highlights: Revenues grew by 13% to $75 million, or 9% organically Run Rate grew by 11% YoY to $291 million, or 7% organically Growth strongest at asset owners and asset managers Total sales of $11 million in Q4’13 Stronger sales to banks in the Americas was offset by weaker sales in Australia and Japan New product capabilities helping to drive deeper client penetrations Aggregate Retention Rate increased to a record 87% for Q4’13 and 91% for 2013 Risk Management Analytics Run Rate and Revenue Q4'12 Q4'13 $262 $291 $67 $75 $‐ $50 $100 $150 $200 $250 $300 $350 Run Rate Revenues Risk Management Analytics Sales and Retention Q4'12 Q4'13 Diff. FY'12 FY'13 Diff. Total Sales $11 $11 1% $41 $44 7% Agg. Retention 84% 87% 3% 89% 91% 2% msci.com 10
Portfolio Management Analytics (Dollars in millions) Fourth Quarter Highlights: Revenues declined 11% to $26 million Run Rate declined by 6% YoY to $103 million F/X remained a drag: $2 million YoY and $1 million compared to Q3’13 Foreign exchange, product swaps and fixed income cancels accounted for roughly two thirds of the decline Total sales of $2 million, down 10% from prior year New products driving majority of sales Aggregate Retention Rate improved to 89% in Q4’13, at 87% for 2013 Portfolio Management Analytics Run Rate and Revenue Q4'12 Q4'13 $110 $103 $29 $26 $‐ $20 $40 $60 $80 $100 $120 $140 Run Rate Revenues Portfolio Management Analytics Sales and Retention Q4'12 Q4'13 Diff. FY'12 FY'13 Diff. Total Sales $2 $2 ‐10% $12 $11 ‐10% Agg. Retention 78% 89% 11% 85% 87% 2% Core Retention 84% 90% 6% 87% 88% 1% msci.com 11
Governance (Dollars in millions) Fourth Quarter Highlights: Revenues rose 7% organically to $31 million – down 1% due to sale of CFRA Run Rate increased 7% organically to $115 million ‐ declined by 2% as reported Organic growth driven by advisory compensation data and analytics and higher retention rates Total sales for Q4’13 were $8 million Sales grew 5% on an organic basis Aggregate Retention Rate at 90% in Q4’13 and for 2013 Governance Run Rate and Revenue Q4'12 Q4'13 $117 $115 $31 $31 $‐ $20 $40 $60 $80 $100 $120 $140 Run Rate Revenues Governance Sales and Retention Q4'12 Q4'13 Diff. FY'12 FY'13 Diff. Total Sales $9 $8 ‐7% $33 $27 ‐18% Agg. Retention 84% 90% 6% 89% 90% 1% msci.com 12
Compensation1 and Non‐Compensation2 EBITDA Expense (Dollars in millions) Comp and Non‐comp expenses increased 18% to $154 million Compensation expense rose 16% Approximately half the growth due to acquisitions, remainder driven by headcount additions in 2013 Total headcount growth of 18% YoY to 3,261, up 4% from Q3’13 36% headcount growth in lower cost centers Non‐compensation costs up 23% Driven by acquisitions as well as recruiting and occupancy costs, among other items Compensation and Non‐ Compensation Expenses1,2 +16% +23% $94 $37 $108 $46 Q4’12 Q4’13 $0 $25 $50 $75 $100 Compensation(1) Non-Compensation(2) (1) Compensation expense excludes non‐recurring stock‐based compensation. Please see page 20 for reconciliation to operating expenses. (2) Non‐compensation excludes strategic review expenses, the lease exit charge, restructuring costs, amortization and depreciation. Please see page 20 for reconciliation to operating expenses. msci.com 13
Non‐Compensation1 EBITDA Expense (Dollars in millions) Non‐Compensation expenses rose to accommodate future growth Increase in occupancy costs and IT linked to investment program Occupancy costs rose to support additional headcount IT costs increased to support additional functionality and storage capacity Higher marketing costs driven by investment in branding and client outreach Increased travel and recruiting expenses also reflect additional headcount 2013 Quarterly Non‐Compensation Expense $20 $30 $40 $50 $35 $39 $42 $46 Q1 Q2 Q3 Q4 Non-Compensation (1) Non‐compensation excludes strategic review expenses, the lease exit charge, restructuring costs, amortization and depreciation. Please see page 20 for reconciliation to operating expenses. msci.com 14
Summary of Profitability Metrics: Net Income, EPS and Adjusted EBITDA1 Q4’13 tax rate of 44% reflects upward revision to full year 2013 tax rate Net Income declined 13% Diluted EPS fell 11% to $0.39 Adjusted EBITDA1 was $114 million, down 2% Adjusted EPS2 fell 8% to $0.48 3% decrease in diluted weighted average shares outstanding Diluted and Adjusted EPS2 $ per share ‐11% ‐8% $54 $117 $47 $114 $20 $40 $60 $80 $100 $120 Q4’12 Q4’13 Net Income Adj. EBITDA Net Income and Adj. EBITDA1 $ in millions ‐13% ‐2% $0.44 $0.52 $0.39 $0.48 $0.20 $0.40 $0.60 Q4’12 Q4’13 Diluted EPS Adjusted EPS (1) Net income before provision for income taxes, other expense (income), net, non‐recurring stock‐based compensation, depreciation, amortization, strategic review expenses, the lease exit charge and restructuring costs. Please see pages 17‐20 for reconciliation. (2) 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, strategic review expenses, the lease exit charge and restructuring costs are excluded from the calculation of diluted EPS. Please see pages 17‐20 for reconciliation. msci.com 15
Select Balance Sheet, Cash Flow and Other Items (Dollars in millions) As of December 31, 2012 December 31, 2013 Cash and cash equivalents $183 $358 Short‐term investments 71 ‐ Total $254 $358 Current maturities of long‐term debt $43 $20 Long‐term debt, net of current maturities 812 788 Total $855 $808 Q4'13 FY'13 Net Cash from Operations $94 $320 Significant Non‐Operating Cash Out‐Flows Capital Expenditures $19 $40 Debt Repayments ‐‐ $48 August 2013 ASR ‐‐ $100 Acquisition of InvestorForce ‐‐ $24 Other Items FY'12 FY'13 Shares Repurchased under ASR programs 2.2 million 3.2 million msci.com 16
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 expense (income), net, non‐recurring stock‐based compensation, depreciation, amortization, strategic review expenses, the lease exit charge 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, amortization of intangible assets, the accelerated amortization or write off of deferred financing and debt discount costs as a result of debt repayment (debt repayment and refinancing expenses), strategic review expenses, the lease exit charge and restructuring costs, as well as for any related tax effects. We believe that adjusting for strategic review expenses, the lease exit charge, restructuring costs and debt repayment and refinancing expenses is useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for nonrecurring 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 or agreements assuming all contracts or agreements 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 December 31, 2012 Run Rate for IPD products was approximated using the trailing 12 months of revenues primarily adjusted for estimates for non‐recurring sales, new sales and cancellations. 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 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. The Aggregate Retention Rates are calculated by annualizing the cancellations for which we have received a notice of termination or non‐renewal during the applicable period and 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 Aggregate Retention Rate for the applicable period. 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 cancellations in the applicable period are reduced by the amount of product swaps. msci.com 17
Reconciliation of Adjusted Net Income and Adjusted EPS Three Months Ended Year Ended December 31, December 31, September 30, December 31, December 31, In thousands, except per share data 2013 2012 2013 2013 2012 Net Income $ 47,257 $ 54,452 $ 55,310 $ 222,557 $ 184,238 Plus: Non-recurring stock-based compensation - 381 - - 1,781 Plus: Amortization of intangible assets 14,760 15,421 14,448 58,203 63,298 Plus: Debt repayment and refinancing expenses 1,405 - - 1,405 20,639 Plus: Strategic review expenses 1,821 - - 1,821 - Plus: Lease exit charge - 469 - (365) 3,796 Plus: Restructuring costs - - - - (51) Less: Income tax effect (7,591) (6,556) (5,172) (21,742) (32,510) Adjusted net income $ 57,652 $ 64,167 $ 64,586 $ 261,879 $ 241,191 Diluted EPS $ 0.39 $ 0.44 $ 0.46 $ 1.83 $ 1.48 Plus: Non-recurring stock-based compensation - - - - 0.01 Plus: Amortization of intangible assets 0.12 0.12 0.12 0.48 0.51 Plus: Debt repayment and refinancing expenses 0.01 - - 0.01 0.17 Plus: Strategic review expenses 0.02 - - 0.01 - Plus: Lease exit charge - - - - 0.03 Plus: Restructuring costs - - - - - Less: Income tax effect (0.06) (0.04) (0.05) (0.17) (0.26) Adjusted EPS $ 0.48 $ 0.52 $ 0.53 $ 2.16 $ 1.94 msci.com 18
Reconciliation of Adjusted EBITDA to Net Income Three Months Ended December 31, 2013 Three Months Ended December 31, 2012 In thousands Performance and Risk Governance Total Performance and Risk Governance Total Net Income $ 47,257 $ 54,452 Plus: Provision for income taxes 37,307 33,863 Plus: Other expense (income), net 6,807 6,992 Operating income $ 88,055 $ 3,316 $ 91,371 $ 90,620 $ 4,687 $ 95,307 Plus: Non-recurring stock-based compensation - - - 342 39 381 Plus: Depreciation and amortization of property, equipment and leasehold improvements 5,025 1,017 6,042 4,028 961 4,989 Plus: Amortization of intangible assets 11,218 3,542 14,760 12,101 3,320 15,421 Plus: Strategic review expenses - 1,821 1,821 - - - Plus: Lease exit charge - - - 411 58 469 Plus: Restructuring costs - - - - - - Adjusted EBITDA $ 104,298 $ 9,696 $ 113,994 $ 107,502 $ 9,065 $ 116,567 Year Ended December 31, 2013 Year Ended December 31, 2012 In thousands Performance and Risk Governance Total Performance and Risk Governance Total Net Income $ 222,557 $ 184,238 Plus: Provision for income taxes 123,064 105,171 Plus: Other expense (income), net 25,885 57,527 Operating income $ 356,500 $ 15,006 $ 371,506 $ 334,547 $ 12,389 $ 346,936 Plus: Non-recurring stock-based compensation - - - 1,611 170 1,781 Plus: Depreciation and amortization of property, equipment and leasehold improvements 18,288 4,014 22,302 15,165 3,535 18,700 Plus: Amortization of intangible assets 44,798 13,405 58,203 50,017 13,281 63,298 Plus: Strategic review expenses - 1,821 1,821 - - - Plus: Lease exit charge (308) (57) (365) 3,336 460 3,796 Plus: Restructuring costs - - - (32) (19) (51) Adjusted EBITDA $ 419,278 $ 34,189 $ 453,467 $ 404,644 $ 29,816 $ 434,460 msci.com 19
Reconciliation of Operating Expenses Three Months Ended % Change from December 31, December 31, September 30, December 31, September 30, In thousands 2013 2012 2013 2012 2013 Cost of services Compensation $ 62,057 $ 55,982 $ 58,751 10.9% 5.6% Non-recurring stock based compensation - 255 - n/m n/m Total compensation $ 62,057 $ 56,237 $ 58,751 10.3% 5.6% Non-compensation 22,670 17,735 21,289 27.8% 6.5% Lease exit charge1 - 219 - n/m n/m Total non-compensation 22,670 17,954 21,289 26.3% 6.5% Total cost of services $ 84,727 $ 74,191 $ 80,040 14.2% 5.9% Selling, general and administrative Compensation $ 45,904 $ 37,475 $ 44,495 22.5% 3.2% Non-recurring stock based compensation - 126 - n/m n/m Total compensation $ 45,904 $ 37,601 $ 44,495 22.1% 3.2% Non-compensation 22,997 19,321 20,885 19.0% 10.1% Strategic review expenses2 1,821 - - n/m n/m Lease exit charge1 - 250 - n/m n/m Total non-compensation 24,818 19,571 20,885 26.8% 18.8% Total selling, general and administrative $ 70,722 $ 57,172 $ 65,380 23.7% 8.2% Restructuring costs - - - n/m n/m Amortization of intangible assets 14,760 15,421 14,448 (4.3%) 2.2% Depreciation and amortization of property, equipment and leasehold improvements 6,042 4,989 5,934 21.1% 1.8% Total operating expenses $ 176,251 $ 151,773 $ 165,802 16.1% 6.3% Compensation $ 107,961 $ 93,457 $ 103,246 15.5% 4.6% Non-recurring stock-based compensation - 381 - n/m n/m Total compensation $ 107,961 $ 93,838 $ 103,246 15.1% 4.6% Non-compensation expenses 45,667 37,056 42,174 23.2% 8.3% Strategic review expenses2 1,821 - - n/m n/m Lease exit charge1 - 469 - n/m n/m Total non-compensation 47,488 37,525 42,174 26.6% 12.6% Restructuring costs - - - n/m n/m Amortization of intangible assets 14,760 15,421 14,448 (4.3%) 2.2% Depreciation and amortization of property, equipment and leasehold improvements 6,042 4,989 5,934 21.1% 1.8% Total operating expenses $ 176,251 $ 151,773 $ 165,802 16.1% 6.3% n/m = not meaningful 1 Fourth quarter 2012 included charges of $0.5 million, associated with an occupancy lease exit charge resulting from the consolidation of MSCI's New York offices. 2 Fourth quarter 2013 included charges of $1.8 million associated with the previously announced decision to explore strategic alternatives for MSCI's Governance segment. msci.com 20