Robert Qutub
Analyst · Evercore Partners
Thank you, Edings, and thank you, everyone, for joining us on this call. Earlier this morning, MSCI reported strong financial results for the fourth quarter of 2012. Our operating results were highlighted by another strong quarter for our Performance and Risk segment with the index and ESG subscription run rate increasing by 25%, aided by the acquisition of IPD, and 11% organic growth. Our Government segment continued to make progress on our path to sustainable growth. While there remains work to be done, we are pleased with the trend to results we have reported in the past 3 quarters. MSCI's results benefited from strong net inflows in the MSCI-linked ETFs during the fourth quarter. The vast majority of these flows came after Vanguard announced their decision to switch indices for certain ETFs. Since the switch was announced, MSCI has seen the assets under management and other ETFs linked to MSCI indices increase, as MSCI-linked ETFs gained almost 2/3 of all flows into U.S. listed cross-border ETFs. That kind of voted confidence in the value of MSCI indices is extremely gratifying. The run rate of our portfolio management analytics business, which accounted for 11% of our total, continued to decline with much of that decline in run rate can be traced to foreign currency moves and the impact of product swaps, the combination of tough conditions for our client and ongoing price competition improved to be a strong headwind. We do not believe that we are losing ground to our competitors and we will work to continue to harvest and stabilize this important product line. Another topic I want to highlight is the deployment of our capital. Over the course of 2012, we did a great deal of talking to our Board, investors and others about how we can deploy our capital to support our medium and long-term growth while balancing the needs of our shareholders. I'll review the details of how we use our capital in 2012 later in the call but the result of that process was a balanced approach that funded our internal investment, enabled us to take advantage of limited strategic opportunities and return capital. Now let's get into the numbers. MSCI reported fourth quarter net income of $54.5 million, representing an increase of 22% over fourth quarter 2011. Revenues were $247.1 million, up 9% from fourth quarter 2011, adjusted EBITDA was $116.6 million, up 12% year-over-year with adjusted EPS rising 16% to $0.52. For the full year, MSCI reported net income of $184.2 million, an increase of 6% over 2011. Revenues were $950.1 million, an increase of 5% from 2011. Adjusted EBITDA was up $434.5 million, up 4%. And adjusted EPS was up $1.94, up 5%. Our fourth quarter revenue growth by segment was led by our Performance and Risk segment which reported revenue growth of $18.4 million or 9% driven by higher growth in index and ESG and risk management analytics revenues, partially offset by a decline in Portfolio Management Analytics, and Energy and Commodity Analytics. Our Government segment revenues rose $2.6 million or 9%. On revenue type, overall quarterly subscription revenue grew by 6% over the fourth quarter 2011, or by 5% organically, and asset-based fees rose by 23%. On a run rate basis, our total subscription business grew by 10% to $840 million. That growth was aided by the acquisition of IPD, which added 35 -- excuse me, $39.5 million. On an organic basis, our subscription run rate grew by 5%, led by an 11% increase in index and ESG subscription, 8% growth in governance and 4% growth in risk management analytics. This was partially offset by run rate declines in Portfolio Management Analytics, and Energy and Commodity Analytics. On a sequential basis, run rate grew by 1% organically. MSCI's growth in run rate continues to be impacted by a tough selling environment and by a seasonal uptick in cancels. Total sales of $37 million were down 13% from fourth quarter of 2011, and subscription sales declined 16%. Our overall retention rate remains solid at 85% for the quarter and 90% for the full year. Just as a reminder, nearly 1/3 of our annual renewals come due in the fourth quarter and as a result, we have generally recorded the highest levels of cancellations in that quarter leading in turn to a sequential decline in retention rate. Given the seasonality of the fourth quarter retention rate, we believe that the year-over-year comparison is more appropriate in looking at the sequential trend. Now let's take a look at the performance of our 4 major product lines. Starting with our index and ESG subscription products, revenues there grew by $10 million or 14% with IPD contributing $3.6 million to growth. Run rate grew 25% to $338 million or by 11% on an organic basis. We saw an uptick in sales in Europe, offset by weaker demand in other regions, especially the United States. We continued to benefit from increasing sales of ESG products and overall retention rates stayed strong at 90% in the fourth quarter and 93% for the full year. Before I get into the discussion of asset-based fee run rates, let me clarify that we continue to reflect the Vanguard revenues in our reported P&L, along with the related AUMs as a measure of performance. However, for a policy reflecting no cancels, we have adjusted our run rate, which is a forward-looking measure as of the third quarter 2012 to reflect the loss of the Vanguard ETFs. The AUMs of the Vanguard ETFs was, as you may recall, $131 billion at the end of third quarter 2012, with an estimated run rate of $24 million. Our asset-based fee revenues run rate benefited from a combination of solid market performance and strong inflows in the ETFs linked to MSCI indices. Revenues rose 23% on the back of an increase in overall assets under management and higher revenues from non-ETF passive products. Asset-based fee run rates rose 6% year-over-year and 11% sequentially to $127 million. If we also exclude the run rate attributable to the Vanguard ETFs from the company's run rate at the end of the fourth quarter 2011, our annual asset-based fee run rate growth would have been 25%. There was over $402 billion of assets under management in ETFs linked to MSCI indices at the end of December 2012, up 33% year-over-year, and 11% from the end of December 2012. $138 billion of that AUM was in the Vanguard ETFs, leaving $264 billion in AUM and those ETFs that will remain linked to MSCI indices. Excluding the Vanguard ETFs, our average pricing on MSCI-linked ETFs remain constant with third quarter at 3.7 basis points. I want to spend a moment discussing net flows in ETFs linked to our indices. For the full year 2012, those ETFs saw a total of $57 billion of net inflows, equivalent to 19% of the total AUM at the beginning of 2012. In the fourth quarter alone, ETFs linked to MSCI indices experienced $26 billion of net inflows and only 15% of those flows, or $3.9 billion, were into those ETFs that will switch indices. So the big driver of our sequential run rate growth was the performance of and flows into those ETFs that will remain linked with MSCI. Speaking of those Vanguard ETFs, the transition is underway. Earlier this week, we reported that our January month end balance for AUM and ETFs linked to MSCI indices was $334 billion, down from $402 billion at the end of December. The latest balance reflects the migration of approximately $100 billion and 8 ETFs. As of January 31, there was approximately $48 million of AUMs and 14 ETFs, which remain to be transitioned. The remaining ETFs account for approximately 25% of the $24 million run rate we identified in October. Our risk management analytics revenues rose 7% year-over-year, and run rate rose 4% to $262 million. RMA sales were $11 million during the quarter, essentially in line with the levels that we have seen all year but down more than 20% from the fourth quarter of 2011. We experienced strong interest in our hedge fund reporting products and solid demand from banks and broker-dealers offset by continued softness from asset managers with slower sales to pension funds. Cancellation trends remain broadly stable as our retention rate rose to 84% for the fourth quarter and remained 89% for the full year, while recently we spent $23.5 million to acquire InvestorForce. Our investment in InvestorForce will open up new opportunities for our RMAs to offer risk performance products to pension funds. We had a tough quarter in our PMA product line with revenues down 5%. Run rate declined 7% year-over-year to $110 million, with most of that decline coming in the fourth quarter. There are several factors behind the decline in run rate, changes in FX rates, most notably, the weakening of the Japanese Yen, lowered run rate by $1.8 million during the fourth quarter. The business was also impacted by product swaps into our risk management analytics product. These swaps lowered our PMA run rate by $3 million year-over-year, including almost $1.6 million during the fourth quarter of 2012. You can see this as a difference between our annual aggregate retention rate of 78% and our core retention rate of 84%. Taken together, these 2 factors resulted in a net impact to PMA rate of $3.4 million in the fourth quarter 2012, or just half of the $6 million sequential decline with net cancels accounting for the remaining. Looking beyond those FX changes and the impact of product swaps, the PMA business remains very competitive. The new products we have launched are having an impact. The struggles of asset managers broadly and quantitative asset managers more specifically continue to have a dampening effect on our sales. We see these conditions continuing through the first quarter of 2013. On a very positive note, we are encouraged by the progress being made by our governance segment, which reported a 9% increase in revenues. Governance run rate grew by 8% to $117 million. Growth in our governance business continues to be driven by the success of our executive compensation data and analytics products and by an improvement in retention rate. The core proxy research and voting market remain competitive where we saw a marked improvement in our retention rate from this product, which is an indication that the efforts we have made to improve the quality of our product and the level of service we provide are being appreciated by our clients. Now let's turn to our expenses. As I mentioned earlier, our adjusted EBITDA rose by 12% to $116.6 million in the fourth quarter of 2012. Our adjusted EBITDA expense rose only by 7% to $131 million, with all of that growth coming from higher compensation expense. Our adjusted EBITDA margin was 47%, up from 46% in the fourth quarter 2011, driven by an increase in revenues and strong expense management. Please note that we expect our EBITDA margin to decline sequentially in the first quarter as a result of the impact of the IPD and InvestorForce acquisitions, both of which have lower margins, the impact of lower asset-based fees resulting from Vanguard's index switch, as well as normal sequential increase in costs, including the flowing through of inflationary compensation increases and seasonally higher benefit costs. Compensation expense rose by 10% to $93 million. The increasing compensation expense was driven by an increase in overall compensation levels and benefits expense and by the addition of IPD. In addition, the change in compensation expense was exacerbated by MSCI's decision in the fourth quarter of 2011 to reduce its accrued bonus expense, which lowered compensation costs in that period by $3 million. Also the addition of 312 employees of IPD slowed the progress we are making on leveraging our low-cost [indiscernible] but even after factoring in those additions, we still increased the percentage of our headcount in those centers to 41% from 39% a year ago, but down sequentially from 44% in the third quarter. While we're on the subject of compensation, let me remind you that MSCI is now fully amortized with non-recurring stock based-compensation issued in the wake of the RiskMetrics acquisition. Non-compensation expenses declined by $1 million, or 2%, as a result of lower IT spending and recruiting expenses, which helped to offset the impact of higher occupancy expense and the impact of IPD non-compensation expense. MSCI's tax rate increased to 38.3% in fourth quarter 2012. Driving the uptick in quarterly taxes was a $1.7 million charge to cover our portion of additional tax liabilities incurred when we were a part of Morgan Stanley. We also incurred certain acquisition charges related to IPD that are not tax-deductible, which raised our effective rate. We expect our operating tax rate for 2012, net of discrete benefits or expenses, to be in the 34% to 34.5% range. Now turning to our balance sheet. We generated $347 million in operating cash flow in 2012, benefiting from our profitability and increased working capital efficiencies of $52 million. We used that money to fund our organic investments in our analytics platform and index brand. We spent $45 million in CapEx, and invested $125 million in IPD. We also returned a total of $324 million of invested capital in the form of a $224 million reduction in debt and in December, through the $100 million accelerated share repurchase agreement, which is part of the authorized $300 million share buyback in December. With DSR in place, we did not utilize any of that additional authorization as of the end of the fourth quarter. Just a reminder about the mechanics of the accelerated share repurchase agreement we signed in December. We paid $100 million to Morgan Stanley on the day of the agreement. They delivered to us 2.2 million shares, which we withdrew from our share count. The balance of the shares to be delivered to us, if any, is expected no later than July 2013 and is based on daily average volume weighted share price during the repurchase period. MSCI may be required in certain limited circumstances to deliver shares or, at its option, pay cash at the settlement time. Because of the timing of DSR and the reduction of our share count have little impact on fourth quarter or 2012 results but it will have a modest benefit to our EPS growth in 2013. Looking ahead, in the spirit of providing more insight on our capital deployment, we ended 2012 with $254 million of cash, cash equivalents and short-term investments with approximately $84 million of that cash held offshore. We have already invested $23 million -- $23.5 million to acquiring InvestorForce, and under the terms of our current loan, we are scheduled to repay $44 million in 2013 of our outstanding debt in 4 $11 million quarterly increment. And after an uptick in 2012, we expect our capital expenditures to be lower than 2013 in the range of $30 million to $35 million. And of course, we have the authorization granted by the Board to repurchase up to $200 million of our shares. Now let me turn it over to Henry for some additional comments.