SEC Form 10-Q filed by MSCI Inc.

4/23/24 1:10:27 PM ET

Real Estate

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msci-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to____________

Commission file number 001-33812

________________________________________

MSCI INC.

(Exact Name of Registrant as Specified in its Charter)

________________________________________


Delaware						13-4038723
(State or other jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

7 World Trade Center 250 Greenwich Street, 49th Floor New York, New York						10007
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 804-3900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

MSCI

New York Stock Exchange

________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of April 16, 2024, there were 79,224,201 shares of the registrant’s common stock, par value $0.01, outstanding.


		Page
	Part I – Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Statements of Financial Condition as of March 31, 2024 and March 31, 2023	4
	Condensed Consolidated Statements of Income for Periods Ended March 31, 2024 and March 31, 2023	5
	Condensed Consolidated Statements of Comprehensive Income for Periods Ended March 31, 2024 and March 31, 2023	6
	Condensed Consolidated Statements of Shareholders' Equity (Deficit) for Periods Ended March 31, 2024 and March 31, 2023	7
	Condensed Consolidated Statements of Cash Flows for the Periods Ended March 31, 2024 and March 31, 2023	8
	Notes to Condensed Consolidated Financial Statements	9
	1. Introduction and Basis of Presentation	9
	2. Recent Accounting Pronouncements	10
	3. Revenue Recognition	10
	4. Earnings Per Common Share	11
	5. Acquisitions	11
	6. Property, Equipment and Leasehold Improvements, Net	13
	7. Goodwill and Intangible Assets, Net	14
	8. Debt	15
	9. Leases	16
	10. Shareholders' Equity (Deficit)	17
	11. Income Taxes	18
	12. Segment Information	19
	13. Subsequent Events	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

	Part II – Other Information
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	42
Item 6.	Exhibits	43


	As of
	March 31,		December 31,
(unaudited)	2024		2023
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,842 and $3,878 at March 31, 2024 and December 31, 2023, respectively)	$	519,315	$	461,693
Accounts receivable (net of allowances of $4,326 and $3,968 at March 31, 2024 and December 31, 2023, respectively)	745,611		839,555
Prepaid income taxes	44,027		59,002
Prepaid and other assets	55,964		57,903
Total current assets	1,364,917		1,418,153

Property, equipment and leasehold improvements, net	55,802		55,920
Right of use assets	132,270		115,243
Goodwill	2,890,519		2,887,692
Intangible assets, net	948,479		956,234
Deferred tax assets	38,886		41,074
Other non-current assets	47,716		43,903
Total assets	$	5,478,589	$	5,518,219


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	12,048	$	9,812
Income taxes payable	44,733		24,709
Accrued compensation and related benefits	84,582		219,456
Current portion of long-term debt	—		10,902
Other accrued liabilities	173,628		168,282
Deferred revenue	1,053,961		1,083,864
Total current liabilities	1,368,952		1,517,025

Long-term debt	4,507,686		4,496,826
Long-term operating lease liabilities	135,043		120,134
Deferred tax liabilities	17,737		27,028
Other non-current liabilities	99,688		96,970
Total liabilities	6,129,106		6,257,983


Commitments and Contingencies (see Note 8)

Shareholders’ equity (deficit):
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)	—		—
Common stock (par value $0.01; 750,000,000 common shares authorized; 134,070,097 and 133,817,332 common shares issued and 79,224,049 and 79,091,212 common shares outstanding at March 31, 2024 and December 31, 2023, respectively)	1,341		1,338
Treasury shares, at cost (54,846,048 and 54,726,120 common shares held at March 31, 2024 and December 31, 2023, respectively)	(6,517,130)		(6,447,101)
Additional paid in capital	1,622,638		1,587,670
Retained earnings	4,306,191		4,179,681
Accumulated other comprehensive loss	(63,557)		(61,352)
Total shareholders’ equity (deficit)	(650,517)		(739,764)

Total liabilities and shareholders’ equity (deficit)	$	5,478,589	$	5,518,219


	Three Months Ended March 31,
(unaudited)	2024		2023
Operating revenues	$	679,965	$	592,218

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	128,514		108,647
Selling and marketing	72,168		66,475
Research and development	40,525		31,323
General and administrative	56,691		41,044
Amortization of intangible assets	38,604		24,667
Depreciation and amortization of property, equipment and leasehold improvements	4,081		5,460
Total operating expenses	340,583		277,616


Operating income	339,382		314,602

Interest income	(6,048)		(10,362)
Interest expense	46,674		46,206
Other expense (income)	2,863		2,386

Other expense (income), net	43,489		38,230


Income before provision for income taxes	295,893		276,372
Provision for income taxes	39,939		37,644
Net income	$	255,954	$	238,728


Earnings per share:
Basic	$	3.23	$	2.98
Diluted	$	3.22	$	2.97

Weighted average shares outstanding:
Basic	79,195		80,041
Diluted	79,508		80,482


(unaudited)	Common Stock		Treasury Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2023	$	1,338	$	(6,447,101)	$	1,587,670	$	4,179,681	$	(61,352)	$	(739,764)
Net income							255,954				255,954
Dividends declared ($1.60 per common share)							(129,444)				(129,444)
Dividends paid in shares					74						74
Other comprehensive income (loss), net of tax									(2,205)		(2,205)
Common stock issued	3										3
Shares withheld for tax withholding			(69,991)								(69,991)
Compensation payable in common stock					34,894						34,894
Common stock repurchased and held in treasury											—
Common stock issued to Directors and (held in)/released from treasury			(38)								(38)
Balance at March 31, 2024	$	1,341	$	(6,517,130)	$	1,622,638	$	4,306,191	$	(63,557)	$	(650,517)


Balance at December 31, 2022	$	1,336	$	(5,938,116)	$	1,515,874	$	3,473,192	$	(60,211)	$	(1,007,925)
Net income							238,728				238,728
Dividends declared ($1.38 per common share)							(111,986)				(111,986)
Dividends paid in shares					44						44
Other comprehensive income (loss), net of tax									2,775		2,775
Common stock issued	2										2
Shares withheld for tax withholding			(43,960)								(43,960)
Compensation payable in common stock					20,988						20,988
Common stock repurchased and held in treasury											—
Common stock issued to Directors and (held in)/released from treasury			(30)								(30)
Balance at March 31, 2023	$	1,338	$	(5,982,106)	$	1,536,906	$	3,599,934	$	(57,436)	$	(901,364)


(in thousands)	Amount
Balance as of December 31, 2022	$	2,652
Addition to credit loss expense	2,196
Write-offs, net of recoveries	(880)
Balance as of December 31, 2023	$	3,968

Addition to credit loss expense	404
Write-offs, net of recoveries	(46)
Balance as of March 31, 2024	$	4,326


	For the Three Months Ended March 31, 2024
	Segments
(in thousands)	Index		Analytics		ESG and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	212,952	$	160,551	$	76,418	$	63,134	$	513,055
Asset-based fees	150,259		—		—		—		150,259
Non-recurring	10,661		3,415		1,466		1,109		16,651
Total	$	373,872	$	163,966	$	77,884	$	64,243	$	679,965


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2023)	$	839,555	$	1,083,864
Closing (March 31, 2024)	745,611		1,053,961
Increase/(decrease)	$	(93,944)	$	(29,903)


	Three Months Ended March 31,
(in thousands, except per share data)	2024		2023
Net income	$	255,954	$	238,728

Basic weighted average common shares outstanding	79,195		80,041
Effect of dilutive securities:
PSUs, RSUs and PSOs	313		441
Diluted weighted average common shares outstanding	79,508		80,482


Earnings per common share:
Basic	$	3.23	$	2.98
Diluted	$	3.22	$	2.97


(in thousands)	Estimated Useful Life	Fair Value
Cash and cash equivalents		$	5,397
Accounts receivable		25,848
Prepaid Income Taxes		30
Other current assets		4,178
Property, equipment and leasehold improvements, net		670
Right of use assets		3,443
Other non-current assets		471
Deferred revenue		(21,479)
Other current liabilities		(13,185)
Long-term operating lease liabilities		(2,525)


Intangible assets:
Proprietary data	11 years	229,900
Customer relationships	21 years	179,900
Acquired technology and software	3 years	19,000
Trademarks	1 year	900
Goodwill		617,386
Net assets acquired		$	1,049,934


(in thousands, except weighted average amortization period of intangible asset)	Trove		Fabric
Acquisition Date	November 1, 2023		January 2, 2024

Cash payments	$	37,473	$	7,959
Contingent consideration liability(1)	—		8,146
Aggregate purchase price	$	37,473	$	16,105


Net tangible assets acquired (liabilities assumed)	$	(4,787)	$	(226)
Intangible assets	7,705		11,300
Goodwill	34,555		5,031
Aggregate purchase price	$	37,473	$	16,105


Weighted average amortization period of intangible assets (years)	13.0		9.1


	As of
	March 31,
(in thousands)	2024
First 12-month period	$	843,534
Second 12-month period	519,558
Third 12-month period	246,238
Periods thereafter	171,962
Total	$	1,781,292


	March 31, 2024						December 31, 2023
(in thousands)	Gross intangible assets:		Accumulated amortization:		Net intangible assets:		Gross intangible assets:		Accumulated amortization:		Net intangible assets:
Customer relationships	$	710,995	$	(349,868)	$	361,127	$	709,299	$	(340,248)	$	369,051
Proprietary data	452,207		(74,675)		377,532		452,543		(64,694)		387,849
Acquired technology and software	238,285		(188,492)		49,793		228,785		(185,583)		43,202
Trademarks	209,090		(174,222)		34,868		209,090		(171,715)		37,375
Internally developed capitalized software	256,288		(131,129)		125,159		237,060		(118,303)		118,757
Total	$	1,866,865	$	(918,386)	$	948,479	$	1,836,777	$	(880,543)	$	956,234


Years Ending December 31, (in thousands)	Amortization Expense
Remainder of 2024	$	119,766
2025	134,968
2026	99,687
2027	71,025
2028	66,577
Thereafter	456,456
Total	$	948,479


		Principal Amount Outstanding at		Carrying Value at		Carrying Value at		Fair Value at		Fair Value at
(in thousands)	Maturity Date	March 31, 2024		March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Debt
4.000% senior unsecured notes due 2029	November 15, 2029	$	1,000,000	$	993,909	$	993,637	$	927,200	$	941,090
3.625% senior unsecured notes due 2030	September 1, 2030	900,000		895,752		895,587		799,911		815,526
3.875% senior unsecured notes due 2031	February 15, 2031	1,000,000		992,434		992,161		892,390		914,360
3.625% senior unsecured notes due 2031	November 1, 2031	600,000		595,017		594,852		521,682		529,458
3.250% senior unsecured notes due 2033	August 15, 2033	700,000		693,699		693,532		578,179		586,509
Variable rate Tranche A Term Loans due 2027	February 16, 2027	—		—		337,959		—		337,367
Variable rate revolving loan commitments (1)	January 26, 2029	336,875		336,875		—		333,506		—
Total debt		$	4,536,875	$	4,507,686	$	4,507,728	$	4,052,868	$	4,124,310


Maturity of Principal Debt Payments (in thousands)	Amounts
Remainder of 2024	$	—
2025	—
2026	—
2027	—
2028	—
Thereafter	4,536,875
Total debt	$	4,536,875


Maturity of Lease Liabilities	Operating
(in thousands)	Leases
Remainder of 2024	$	21,777
2025	31,114
2026	29,499
2027	23,649
2028	23,095
Thereafter	51,854
Total lease payments	$	180,988

Less: Interest	(22,199)
Present value of lease liabilities	$	158,789


Other accrued liabilities	$	23,746
Long-term operating lease liabilities	$	135,043


	Dividends
(in thousands, except per share data)	Per Share		Declared		Distributed		(Released)/Deferred
Three Months Ended March 31, 2024	$	1.60	$	129,444	$	131,378	$	(1,934)
Three Months Ended March 31, 2023	$	1.38	$	111,986	$	112,189	$	(203)


	Common Stock	Treasury	Common Stock
	Issued	Stock	Outstanding
Balance at December 31, 2023	133,817,332	(54,726,120)	79,091,212
Dividend payable/paid	61	—	61
Common stock issued	252,637	—	252,637
Shares withheld for tax withholding	—	(119,861)	(119,861)
Shares repurchased under stock repurchase programs	—	—	—
Shares issued to directors	67	(67)	—
Balance at March 31, 2024	134,070,097	(54,846,048)	79,224,049


	Three Months Ended March 31,				% Change
(in thousands)	2024		2023
Recurring subscriptions	$	513,055	$	445,247	15.2	%
Asset-based fees	150,259		133,126		12.9	%
Non-recurring	16,651		13,845		20.3	%
Total operating revenues	$	679,965	$	592,218	14.8	%


	Period Ended
	2023								2024
(in billions)	March 31,		June 30,		September 30,		December 31,		March 31,
AUM in ETFs linked to MSCI equity indexes(1), (2)	$	1,305.4	$	1,372.5	$	1,322.8	$	1,468.9	$	1,582.6
Sequential Change in Value
Market Appreciation/(Depreciation)	$	75.1	$	48.4	$	(56.1)	$	130.5	$	92.8
Cash Inflows	7.4		18.7		6.4		15.6		20.9
Total Change	$	82.5	$	67.1	$	(49.7)	$	146.1	$	113.7


	As of				% Change
(in thousands)	March 31, 2024		March 31, 2023
Index:
Recurring subscriptions	$	869,931	$	795,621	9.3	%
Asset-based fees	619,431		534,491		15.9	%
Index total	1,489,362		1,330,112		12.0	%


Analytics	662,079		621,611		6.5	%

ESG and Climate	320,611		278,947		14.9	%

All Other - Private Assets	254,432		148,440		71.4	%

Total Run Rate	$	2,726,484	$	2,379,110	14.6	%


Recurring subscriptions total	$	2,107,053	$	1,844,619	14.2	%
Asset-based fees	619,431		534,491		15.9	%
Total Run Rate	$	2,726,484	$	2,379,110	14.6	%


	Three Months Ended				% Change
(in thousands)	March 31, 2024		March 31, 2023
New recurring subscription sales
Index	$	23,513	$	25,090	(6.3	%)
Analytics	14,088		13,674		3.0	%
ESG and Climate	11,471		12,486		(8.1	%)
All Other - Private Assets	8,264		5,143		60.7	%
New recurring subscription sales total	57,336		56,393		1.7	%


Subscription cancellations
Index	(14,702)		(7,082)		107.6	%
Analytics	(10,794)		(9,183)		17.5	%
ESG and Climate	(7,351)		(2,635)		179.0	%
All Other - Private Assets	(4,922)		(2,856)		72.3	%
Subscription cancellations total	(37,769)		(21,756)		73.6	%


Net new recurring subscription sales
Index	8,811		18,008		(51.1	%)

Analytics	3,294		4,491		(26.7	%)

ESG and Climate	4,120		9,851		(58.2	%)

All Other - Private Assets	3,342		2,287		46.1	%

Net new recurring subscription sales total	19,567		34,637		(43.5	%)


Non-recurring sales
Index	12,811		12,782		0.2	%
Analytics	2,462		1,370		79.7	%
ESG and Climate	1,672		1,219		37.2	%
All Other - Private Assets	1,089		213		411.3	%
Non-recurring sales total	18,034		15,584		15.7	%


Gross sales
Index	$	36,324	$	37,872	(4.1	%)

Analytics	16,550		15,044		10.0	%

ESG and Climate	13,143		13,705		(4.1	%)

All Other - Private Assets	9,353		5,356		74.6	%

Total gross sales	$	75,370	$	71,977	4.7	%


Net sales
Index	$	21,622	$	30,790	(29.8	%)

Analytics	5,756		5,861		(1.8	%)

ESG and Climate	5,792		11,070		(47.7	%)

All Other - Private Assets	4,431		2,500		77.2	%

Total net sales	$	37,601	$	50,221	(25.1	%)


Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share(2)		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
January 1, 2024-January 31, 2024	—	$	—	—	$	845,668,000
February 1, 2024-February 29, 2024	119,652	$	584.00	—	$	845,668,000
March 1, 2024-March 31, 2024	276	$	551.68	—	$	845,668,000
Total	119,928	$	583.92	—	$	845,668,000


	Exhibit Number	Description

	3.1	Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Form 10-Q (File No. 001-33812), filed with the SEC on May 4, 2012 and incorporated by reference herein)

	3.2	Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Form 10-K (File No. 001-33812), filed with the SEC on February 9, 2024 and incorporated by reference herein)

	10.1	Second Amended and Restated Credit Agreement, dated as of January 26, 2024, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 001-33812), filed with the SEC on January 29, 2024 and incorporated by reference herein)

*	31.1	Rule 13a-14(a) Certification of the Chief Executive Officer

*	31.2	Rule 13a-14(a) Certification of the Chief Financial Officer

**	32.1	Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer

*	101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*	101.SCH	Inline XBRL Taxonomy Extension Schema Document

*	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

*	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

*	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

*	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

*	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SEC Form 10-Q filed by MSCI Inc.

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General Counsel Gutowski Robert J. covered exercise/tax liability with 276 shares, decreasing direct ownership by 2% to 16,485 units (SEC Form 4)

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SEC Form SC 13G/A filed by MSCI Inc (Amendment)

Recent Analyst Ratings for
$MSCI

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Large Ownership Changes


			MSCI INC. (Registrant)

			By:			/s/ Andrew C. Wiechmann
						Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date	Price Target	Rating	Analyst
10/1/2025	$650.00	Buy	Seaport Research Partners
7/25/2025	$650.00	Mkt Perform → Outperform	Raymond James
4/10/2025	$585.00	Neutral	BofA Securities
12/18/2024	$617.00 → $723.00	Neutral → Buy	Goldman
12/12/2024		Peer Perform → Outperform	Wolfe Research
10/9/2024	$680.00	Neutral → Buy	Redburn Atlantic
10/2/2024	$690.00	Outperform	Evercore ISI
8/13/2024	$570.00	Equal Weight	Wells Fargo