UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


 

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

 

For the quarterly period ended May 31,November 30, 2018

 

OR

 

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: 1-11869

 


FACTSET RESEARCH SYSTEMS INC.

 

(Exact name of registrant as specified in its charter)

 

 


 

Delaware

13-3362547

(State or other jurisdiction of

incorporation or organization)incorporation)

(I.R.S. Employer

Identification No.)

 

601 Merritt 7, Norwalk, Connecticut

06851

(Address of principal executive office)

(Zip Code)

 

Registrant’s telephone number, including area code: (203) 810-1000

 


 

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     No 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes     No 

 

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

 

Large accelerated fileraccelerated filer  Accelerated filerfiler  Non-accelerated filerNon accelerated filer  Smaller reporting companySmaller reporting company  Emerging Growth Company 

 

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. ☐

 

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

 

The number of shares outstanding of the registrant’s common stock, $.01 par value, as of June 29,December 31, 2018 was 38,358,449.38,035,470.

 

 

 

��

 

FactSet Research Systems Inc.

Form 10-Q

For the Quarter Ended MayNovember 30, 20131, 20188

 

Index

 

 

Page 

Part I

FINANCIAL INFORMATION

 

   

Item 1.

Financial Statements

 
   

 

Consolidated Statements of Income for the three and nine months ended May 31,November 30, 2018 and 2017

3

   
 

Consolidated Statements of Comprehensive Income for the three and nine months ended May 31,November 30, 2018 and 2017

4

   

 

Consolidated Balance Sheets at May 31,November 30, 2018 and August 31, 20172018

5

   

 

Consolidated Statements of Cash Flows for the ninethree months ended May 31,November 30, 2018 and 2017

6

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended November 30, 2018 and 2017

7

   

 

Notes to the Consolidated Financial Statements

78

   

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3028

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4441

   

Item 4.

Controls and Procedures

4542

   

Part II

OTHER INFORMATION

 
   

Item 1.

Legal Proceedings

4643

   

Item 1A.

Risk Factors

4643

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4743

   

Item 3.

Defaults Upon Senior Securities

4743

   

Item 4.

Mine Safety Disclosures

4743

   

Item 5.

Other Information

4743

   

Item 6.

Exhibits

4844

   
 

Signatures

4845

For additional information about FactSet Research Systems Inc. and access to its Annual Reports to Stockholders and Securities and Exchange Commission filings, free of charge, please visit theFactSet’s website at (http:https://investor.factset.com). Any information on or linked from the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

 


 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF INCOME – Unaudited

 

 

Three Months Ended

May 31,

  

Nine Months Ended

May 31,

  

Three Months Ended

November 30,

 
(In thousands, except per share data) 

2018

  2017  

2018

  

2017

 

Revenues

 $339,911  $312,120  $1,004,283  $894,537 
(In thousands, except per share data) 

2018

  

2017

 

Revenue

 $351,640  $329,141 

Operating expenses

                        

Cost of services

  165,073   146,426   489,829   405,311   166,776   161,524 

Selling, general and administrative

  81,573   78,052   236,606   219,519   84,325   78,519 

Total operating expenses

  246,646   224,478   726,435   624,830   251,101   240,043 
                        

Operating income

  93,265   87,642   277,848   269,707   100,539   89,098 

Other expense

                

Loss on sale of business

  0   0   0   (1,223)

Interest expense, net of interest income

  (3,754)  (2,413)  (9,945)  (3,945)

Total other expense

  (3,754)  (2,413)  (9,945)  (5,168)
                

Other (expense) income

        

Interest (expense), net of interest income

  (4,596)  (2,919)

Income before income taxes

  89,511   85,229   267,903   264,539   95,943   86,179 
                        

Provision for income taxes

  14,765   19,815   69,641   65,832   11,647   15,800 

Net income

 $74,746  $65,414  $198,262  $198,707  $84,296  $70,379 
                        

Basic earnings per common share

 $1.94  $1.66  $5.10  $5.03  $2.21  $1.80 

Diluted earnings per common share

 $1.91  $1.66  $5.01  $5.00  $2.17  $1.77 
                        

Basic weighted average common shares

  38,594   39,317   38,890   39,528   38,106   39,085 

Diluted weighted average common shares

  39,104   39,457   39,543   39,736   38,809   39,680 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


 

 

FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Unaudited

 

 

Three Months Ended

May 31,

  

Nine Months Ended

May 31,

  

Three Months Ended

November 30,

 
(In thousands) 2018  2017  2018  2017 
(In thousands) 

2018

  

2017

 

Net income

 $74,746  $65,414  $198,262  $198,707  $84,296  $70,379 
                        

Other comprehensive income (loss), net of tax

                        

Net unrealized (loss) gain on cash flow hedges*

  (2,361)  2,385   (4,105)  4,233 

Net unrealized gain (loss) on cash flow hedges*

  1,038   (476)

Foreign currency translation adjustments

  (20,126)  21,316   (2,260)  10,680   (9,504)  8,466 

Other comprehensive (loss) income

  (22,487)  23,701   (6,365)  14,913   (8,466)  7,990 

Comprehensive income

 $52,259  $89,115  $191,897  $213,620  $75,830  $78,369 

 

*For the three and nine months ended May 31,November 30, 2018, the unrealized gain on cash flow hedges disclosed above was net of tax expenseof $588. For the three months ended November 30, 2017, the unrealized loss on cash flow hedges was net of a tax benefitbenefits of $976 and $2,166, respectively. For the three and nine months ended May 31, 2017, the unrealized gain on cash flow hedges was net of a tax expense of $1,485 and $2,561, respectively.$288.

 

The accompanying notes are an integral part of theseconsolidated financial statements.

 


 

 

FactSet Research Systems Inc.

CONSOLIDATED BALANCE SHEETS

 

 

May 31,

2018

  

August 31,

2017

  

November 30,

2018

  

August 31,

2018

 

(In thousands, except share data)

 

(Unaudited)

      

(Unaudited)

     

ASSETS

                

Cash and cash equivalents

 $213,061  $194,731  $170,378  $208,623 

Investments

  30,485   32,444   27,470   29,259 

Accounts receivable, net of reserves of $3,446 at May 31, 2018 and $2,738 at August 31, 2017

  145,255   148,331 

Accounts receivable, net of reserves of $4,518 at November 30, 2018 and $3,490 at August 31, 2018

  159,890   156,639 

Prepaid taxes

  9,236   7,076      6,274 

Deferred taxes

  0   2,668 

Prepaid expenses and other current assets

  31,573   24,126   33,445   30,121 

Total current assets

  429,610   409,376   391,183   430,916 
                

Property, equipment and leasehold improvements, net

  94,380   100,454   101,566   100,545 

Goodwill

  704,807   707,560   694,897   701,833 

Intangible assets, net

  155,776   173,543   141,037   148,935 

Deferred taxes

  7,916   7,412   9,443   9,716 

Other assets

  14,683   14,970   27,801   27,502 

TOTAL ASSETS

 $1,407,172  $1,413,315  $1,365,927  $1,419,447 
                

LIABILITIES

                

Accounts payable and accrued expenses

 $62,772  $59,214  $61,271  $72,059 

Accrued compensation

  40,257   61,083   22,268   66,479 

Deferred fees

  57,528   47,495   40,808   49,700 

Deferred taxes

  0   2,382 

Taxes payable

  12,670   9,112   8,403   8,453 

Dividends payable

  24,566   21,853   24,372   24,443 

Total current liabilities

  197,793   201,139   157,122   221,134 
                

Long-term debt

  574,739   575,000   574,812   574,775 

Deferred taxes

  23,627   24,892   20,709   21,190 

Deferred fees

  7,007   3,921   9,480   7,833 

Taxes payable

  29,010   11,484   26,525   29,626 

Deferred rent and other non-current liabilities

  39,663   37,188   36,070   38,989 

TOTAL LIABILITIES

 $871,839  $853,624  $824,718  $893,547 

Commitments and contingencies (See Note 17)

        

Commitments and contingencies (see Note 17)

        
                

STOCKHOLDERS’ EQUITY

                

Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued

 $0  $0  $  $ 

Common stock, $.01 par value, 150,000,000 shares authorized, 39,124,581 and 51,845,132 shares issued; 38,384,581 and 39,023,032 shares outstanding at May 31, 2018 and August 31, 2017, respectively

  391   518 

Common stock, $.01 par value, 150,000,000 shares authorized, 39,447,491 and 39,264,849 shares issued; 38,080,878 and 38,192,586 shares outstanding at November 30, 2018 and August 31, 2018, respectively

  394   393 

Additional paid-in capital

  642,906   741,748   694,078   667,531 

Treasury stock, at cost: 740,000 and 12,822,100 shares at May 31, 2018 and August 31, 2017, respectively

  (145,342)  (1,606,678)

Treasury stock, at cost: 1,366,613 and 1,072,263 shares at November 30, 2018 and August 31, 2018, respectively

  (278,146)  (213,428)

Retained earnings

  78,463   1,458,823   184,071   122,843 

Accumulated other comprehensive loss

  (41,085)  (34,720)  (59,188)  (51,439)

TOTAL STOCKHOLDERS’ EQUITY

 $535,333  $559,691  $541,209  $525,900 
                

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $1,407,172  $1,413,315  $1,365,927  $1,419,447 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


 

 

FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited

 

 

Nine Months Ended

May 31,

  

Three Months Ended

November 30,

 

(in thousands)

 

2018

  

2017

  

2018

  

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net income

 $198,262  $198,707  $84,296  $70,379 

Adjustments to reconcile net income to net cash provided by operating activities

                

Depreciation and amortization

  42,848   33,770   14,241   14,286 

Stock-based compensation expense

  23,241   20,873   8,435   7,481 

Loss on sale of business

  0   1,223 

Deferred income taxes

  848   8,829   (689)  875 

Loss on disposition of assets

  18   33 

Tax benefits from share-based payment arrangements

  0   (9,798)

Loss on sale of assets

  181   17 

Changes in assets and liabilities, net of effects of acquisitions

                

Accounts receivable, net of reserves

  3,067   (29,310)  (3,583)  3,511 

Accounts payable and accrued expenses

  3,423   1,548   (10,522)  8,604 

Accrued compensation

  (20,629)  (17,299)  (44,051)  (40,384)

Deferred fees

  13,027   2,638   (7,250)  (3,531)

Taxes payable, net of prepaid taxes

  25,928   6,081   7,489   7,401 

Prepaid expenses and other assets

  (11,503)  440   (957)  (6,716)

Deferred rent and other non-current liabilities

  621   2,766   (1,126)  (845)

Other working capital accounts, net

  191   (189)  (144)  65 

Net cash provided by operating activities

  279,342   220,312   46,320   61,143 
                

CASH FLOWS FROM INVESTING ACTIVITIES

                

Acquisition of businesses, net of cash acquired

  0   (301,843)

Purchases of investments

  (9,608)  (29,982)  (4,356)  (6,942)

Proceeds from sales of investments

  9,872   23,399 

Proceeds from maturity of investments

  6,573   7,409 

Purchases of property, equipment and leasehold improvements, net of proceeds from dispositions

  (18,375)  (25,981)  (9,526)  (5,912)

Net cash used in investing activities

  (18,111)  (334,407)  (7,309)  (5,445)
                

CASH FLOWS FROM FINANCING ACTIVITIES

                

Dividend payments

  (65,037)  (59,124)  (24,252)  (21,682)

Repurchases of common stock

  (235,869)  (214,766)  (64,718)  (31,706)

Proceeds from debt

  0   575,000 

Repayment of debt

  0   (300,000)

Debt issuance costs

  0   (437)

Other financing activities

  2,218   (1,223)     442 

Proceeds from employee stock plans

  57,529   42,159   13,965   22,132 

Tax benefits from share-based payment arrangements

  0   9,798 

Net cash used by financing activities

  (241,159)  51,407   (75,005)  (30,814)
                

Effect of exchange rate changes on cash and cash equivalents

  (1,742)  (3,961)  (2,251)  2,318 

Net increase (decrease) in cash and cash equivalents

  18,330   (66,649)

Net (decrease) increase in cash and cash equivalents

  (38,245)  27,202 

Cash and cash equivalents at beginning of period

  194,731   228,407   208,623   194,731 

Cash and cash equivalents at end of period

 $213,061  $161,758  $170,378  $221,933 

The accompanying notes are an integral part of these consolidated financial statements.


FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY- Unaudited

For the three months ended November 30, 2018 and November 30, 2017

(in thousands,

 

Common Stock

  

Additional

Paid-in

  

Treasury Stock

  

Retained

  

Accumulated

Other

Comprehensive

  

Total

Stockholders’

 
except per share data) Shares  Par Value  Capital  Shares  Par Value  Earnings  Loss  Equity 

Balance as of August 31, 2018

  39,264,849  $393  $667,531   1,072,263  $(213,428) $122,843  $(51,439) $525,900 

Net income

                      84,296       84,296 

Other comprehensive (loss) income

                          (8,466)  (8,466)

Common stock issued for employee stock plans

  130,031   1   18,112                   18,113 

Vesting of restricted stock

  52,611           19,350   (4,277)          (4,277)

Repurchases of common stock

              275,000   (60,441)          (60,441)

Stock-based compensation expense

          8,435                   8,435 

Dividends declared

                      (24,372)      (24,372)

Cumulative effect of adoption of accounting standards*

                      1,304   717   2,021 

Balance as of November 30, 2018

  39,447,491  $394  $694,078   1,366,613  $(278,146) $184,071  $(59,188) $541,209 

*Includes the cumulative effect of adoption of accounting standards primarily due to both the adoption of the new revenue recognition standard (ASC 606) resulting in a cumulative increase to retained earnings related to certain fulfillment costs and the accounting standard update related to the U.S. Tax Cuts and Jobs Act (“TCJA”) providing for the reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects. See Notes 3 and 4 for additional information.

(in thousands,

 

Common Stock

  

Additional

Paid-in

  

Treasury Stock

  

Retained

  

Accumulated

Other

Comprehensive

  

Total

Stockholders’

 
except per share data) Shares  Par Value  Capital  Shares  Par Value  Earnings  Loss  Equity 

Balance as of August 31, 2017

  51,845,132  $518  $741,748   12,822,100  $(1,606,678) $1,458,823  $(34,720) $559,691 

Net income

                      70,379       70,379 

Other comprehensive (loss) income

                          7,990   7,990 

Common stock issued for employee stock plans

  245,016   3   26,280                   26,283 

Vesting of restricted stock

  11,278           4,220   (752)          (752)

Repurchases of common stock

              165,026   (30,954)          (30,954)

Stock-based compensation expense

          7,481                   7,481 

Dividends declared

                      (21,901)      (21,901)

Balance as of November 30, 2017

  52,101,426  $521  $775,509   12,991,346  $(1,638,384) $1,507,301  $(26,730) $618,217 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FactSet Research Systems Inc.

May 31,November 30, 2018

(Unaudited)

 

 

1. ORGANIZATION AND NATURE OF BUSINESS

 

FactSet Research Systems Inc. (the “Company” or “FactSet”) is a global provider of integrated financial information, analytical applications and industry-leading service for the global investment community. The Company delivers insight and information to investment professionals through its analytics, service, content, and technology. These professionals include portfolio managers, investment research professionals, investment bankers, risk and performance analysts, and wealth advisors. From streaming real-time data to historical information, including quotes, estimates, news and commentary, FactSet offers uniqueproprietary and third-party content through desktop, web, mobile, and off-platform solutions. The Company’s broad application suite offers tools and resources including company and industry analyses, full screening tools, portfolio analysis, risk profiles, alpha-testing, portfolio optimization and research management solutions. With recent acquisitions, FactSet has continued to expand its solutions across the investment lifecycle from idea generation to performance and client reporting. The Company delivers insight and information to investment professionals through key workflows including Research, Analytics, Wealth, and Content and Technology Solutions (“CTS”). The Company’s revenues arerevenue is primarily derived from subscriptions to products and services such as workstations, analytics, enterprise data, research management, and trade execution.

 

 

2. BASIS OF PRESENTATION

 

FactSet conducts business globally and is managed on a geographic basis. The accompanying unaudited consolidated financial statements include the accountsand notes of the CompanyFactSet and its wholly owned subsidiaries. All intercompany activity and balances have been eliminated from the consolidated financial statements.

The unaudited condensed consolidated financial statements of FactSet and the accompanying notessubsidiaries included in this Quarterly Report on Form 10-Q are prepared in accordance with generally accepted accounting principles in the United States ("GAAP"(“GAAP”). All intercompany activity and balances have been eliminated from the consolidated financial statements. In the opinion of management, the accompanying condensedunaudited consolidated financial statements include all normal recurring adjustments, transactions or events discretely impacting the interim periods considered necessary to present fairly state ourthe Company’s financial position, results of operations, financial positionequity and cash flows. The information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2018, filed with the Securities and Exchange Commission (“SEC”) on October 30, 2018.

 

The Company has evaluated subsequent events through the date that the financial statements were issued.

 

 

3. RECENT ACCOUNTING PRONOUNCEMENTS

 

As of May 31,November 30, 2018, FactSetThe Company implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board (“FASB”) that were in effect. There were no new standards or updates adopted during the first ninethree months of fiscal 20182019 that had a material impact on the consolidated financial statements.

 

New Accounting Standards or Updates Recently Adopted

 

Balance Sheet Classification of Deferred Taxes

During the first quarter of fiscal 2018, FactSet adopted the accounting standard update issued by the FASB in November 2015 to simplify the presentation of deferred taxes on the balance sheet. This accounting standard update required an entity to present all deferred tax assets and deferred tax liabilities as non-current on the balance sheet. Under the previous guidance, entities were required to separately present deferred taxes as current or non-current. Netting deferred tax assets and deferred tax liabilities by tax jurisdiction is still required under the new guidance. This accounting standard update is a change to the balance sheet presentation only. The changes have been applied prospectively as permitted by the standard and prior periods have not been restated.

Share-Based Payments

During the first quarter of fiscal 2018, FactSet adopted the accounting standard update issued by the FASB in March 2016, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. This accounting standard update increases the volatility within the Company’s provision for income taxes as all excess tax benefits or deficiencies related to share-based payments that were previously reported within equity are now recognized in the consolidated statement of income. The adoption of this standard resulted in the recognition of $7.1 million of excess tax benefits to FactSet’s provision for income taxes during the first nine months of fiscal 2018. In addition, this standard changed the classification of excess tax benefits presented in the Company's consolidated statements of cash flows from a financing activity to an operating activity, which was applied on a prospective basis as permitted by the standard. Prior periods were not restated. Share-based payment expense continues to reflect estimated forfeitures of share-based payment awards. The remaining provisions of this standard did not have a material impact on the Company’s consolidated financial statements.


Income Taxes

During the third quarter of fiscal 2018, FactSet adopted the accounting standard update issued by the FASB in March 2018, which provides guidance related to income tax accounting implications under the Tax Cuts and Jobs Act (“TCJA”) enacted on December 22, 2017, effective January 1, 2018. Areas of clarification under the update are the measurement period timeframe, changes in subsequent reporting periods, and reporting requirements as they relate to the TCJA. Due to the complexity of the TCJA, the standard update allows companies to record provisional amounts, or reasonable estimates of the tax effects of the TCJA during a measurement period not to exceed one year from the enactment date. As a result of the TCJA, FactSet recorded a one-time transition tax expense of $23.2 million and a non-recurring $2.2 million tax expense related to the remeasurement of the net U.S. deferred tax position during the second quarter of fiscal 2018. The Company will continue to analyze the TCJA and related accounting guidance and interpretations in order to finalize any impacts within the one-year measurement period from the TCJA enactment date. 

Recent Accounting Standards or Updates Not Yet Effective

Revenue Recognition

In May 2014 and July 2015, the FASB issued accounting standard updates which clarified principles for recognizing revenue arising from contracts with clients and superseded most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires increased disclosures including the nature, amount, timing, and uncertainty of revenuesrevenue and cash flows related to contracts with clients. In addition to a potential change in the timing of revenue recognition, the new standard will require incremental contract acquisition costs (such as sales commissions) for client sales to be capitalized and amortized over the contract period. Currently these costs are expensed as incurred. Contract acquisition costs, such as sales commissions, have historically not been material to FactSet, thus a change in the accounting for them is not expected to have a material impact to the Company. FactSet is on schedule in establishing new accounting policies, refining existing processes, and ensuring internal controls necessary to support the requirements of the new standard are in place.

 

The standard allows two methods of adoption: i) retrospectively to each prior period presented (“full retrospective method”), or ii) retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("(“modified retrospective method"method”). FactSet plans to adoptadopted the new standard using the modified retrospective method atas of the beginning of its first quarter of fiscal 2019.

FactSet’s implementation efforts include the evaluation of contract revenue under the new guidance. Additionally, an assessment of the qualitative and quantitative impacts of pricing changes during the contractual term and fulfillment costs was made.

The Company is currently evaluatingderives most of its revenues by providing client access to its hosted proprietary data and analytics platform, which can include various combinations of products and services available over the contractual term. The Company determined that the subscription-based service represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. FactSet recorded an opening cumulative increase to retained earnings of $2.5 million, or $2.0 million net of tax, related to certain fulfillment costs, which include up-front costs to allow for the delivery of services and products that are expected to be recovered. Under the new standard, such up-front costs are recognized as an asset and amortized consistent with the associated revenue for providing the services. The adoption of the new standards did not materially change the Company’s accounting policy for revenue recognition and did not have a material impact of these accounting standard updates on itsthe Company’s consolidated financial statements. Refer to Note 4 Revenue Recognition for further details.


 

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016,During the FASB issued anfirst quarter of fiscal 2019, FactSet adopted the accounting standard update to amend its current guidance onissued by the classificationFASB in January 2016, which amended the recognition, measurement, presentation, and measurementdisclosure of certain financial instruments. TheUnder the amended guidance, investments in equity securities, excluding equity method investments, will be measured at fair value with changes in fair value to be recognized in net income. This guidance was applied on a modified retrospective approach through a cumulative effect adjustment to retained earnings as permitted by the standard and did not have a material impact on the Company’s consolidated financial statements.

Cash Flow Simplification

During the first quarter of fiscal 2019, FactSet adopted the accounting standard update significantly revises an entity’sissued by the FASB in August 2016, which simplified how certain transactions are classified in the statement of cash flows. This included revised guidance on the cash flow classification of debt prepayments and debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investments. The guidance is intended to reduce diversity in practice across all industries. The adoption of this standard had no impact on the Company’s consolidated financial statements.

Income Taxes on Intra-Entity Transfers of Assets

During the first quarter of fiscal 2019, FactSet adopted the accounting standard update issued by the FASB in October 2016, which removed the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance was issued in order to reduce diversity in practice related to the presentationtax consequences of certain fair valuetypes of intra-entity asset transfers, particularly those involving intellectual property. The adoption of this standard had no impact on the Company’s consolidated financial statements.

Share-Based Payments

During the first quarter of fiscal 2019, FactSet adopted the accounting standard update issued by the FASB in May 2017, which amended the scope of modification accounting for share-based payment arrangements. The guidance focused on changes for financial liabilities measured at fair value. This guidance also amends certain disclosure requirements associated withto the terms or conditions of share-based payment awards that would require the application of modification accounting and specifies that an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. The adoption of this standard had no impact on the Company’s consolidated financial instruments.statements.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

During the first quarter of fiscal 2019, FactSet adopted the accounting standard update issued by the FASB in February 2018, which allowed companies to reclassify certain stranded income tax effects resulting from the enactment of the Tax Cuts and Jobs Act (the "TCJA") from accumulated other comprehensive income to retained earnings. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Implementation Costs in a Cloud Computing Arrangement

During the first quarter of fiscal 2019, FactSet adopted the accounting standard updated issued by the FASB in August 2018, which related to a client’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs in a cloud computing service contract with the guidance for capitalizing implementation costs to develop or obtain internal-use software. Capitalized implementation costs will be amortized over the term of the arrangement. This accounting standard update will be effective for FactSetthe Company beginning in the first quarter of fiscal 2021, however the Company elected to early adopt this standard on a prospective basis during the first quarter of fiscal 2019. The CompanyThere was no impact to the Company’s consolidated financial statements as a result of the adoption of this standard, as FactSet is currently evaluatingaccounting for costs incurred in a cloud computing arrangement in accordance with the impact ofguidance provided in this accounting standard update on its consolidated financial statements.standard.

 

Recent Accounting Standards or Updates Not Yet Effective

Leases

In February 2016, the FASB issued an accounting standard update related to accounting for leases. The guidance introduces a lessee model that requires most leases to be reported on the balance sheet. The accounting standard update aligns many of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. The guidance also eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2020, with early adoption in fiscal 2019 permitted. The Company is currently evaluating the impact of this accounting standard update, including the transition method, but expects the adoption to have a material impact to its balance sheet. However, it does not expect the adoption to have a material impact on its consolidated financial statements.

Cash Flow Simplification

In August 2016, the FASB issued an accounting standard update, which simplifies how certain transactions are classified in the statementstatements of income, comprehensive income or cash flows. This includes revised guidance onRefer to Note 17 Commitments and Contingencies for information regarding the cash flow classification of debt prepayments and debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investments. The guidance is intended to reduce diversity in practice across all industries. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.Company’s undiscounted future lease commitments.

 


Income Taxes on Intra-Entity Transfers of Assets

In October 2016, the FASB issued an accounting standard update, which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance is intended to reduce diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

 

Goodwill Impairment Test

In January 2017, the FASB issued an accounting standard update which removes the requirement for companies to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This accounting standard update will be effective for FactSetthe Company beginning in the first quarter of fiscal 2021, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company2017 and is currently evaluatingnot expected to have a material impact on the impact of this accounting standard update on its consolidated financial statements.

 

Hedge Accounting Simplification

In August 2017, the FASB issued an accounting standard update to reduce the complexity of and simplify the application of hedginghedge accounting. The guidance refines and expands hedge accounting for both financial and nonfinancial risk components, eliminates the need to separately measure and report hedge ineffectiveness, and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This guidance will be effective for FactSetthe Company beginning in the first quarter of fiscal 2020, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update but is not expected to have a material impact on its consolidated financial statements.

Share-Based Payments

In May 2017, the FASB issued an accounting standard update, which amends the scope of modification accounting for share-based payment arrangements. The guidance focuses on changes to the terms or conditions of share-based payment awards that would require the application of modification accounting and specifies that an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

In February 2018, the FASB issued an accounting standard update, which allows companies to reclassify certain stranded income tax effects resulting from the enactment of the Tax Cuts and Jobs Act (the "TCJA") from accumulated other comprehensive income to retained earnings. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

 

No other new accounting pronouncements issued or effective as of May 31,November 30, 2018 have had or are expected to have an impact on the Company’s consolidated financial statements.

 

 

4. REVENUE RECOGNITION

In May 2014 and July 2015, the FASB issued accounting standard updates which clarified principles for recognizing revenue arising from contracts with customers (ASC 606) and superseded most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue standard is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance applies a five-step model for revenue measurement and recognition and also requires increased disclosures including the nature, amount, timing, and uncertainty of revenue and cash flows related to contracts with clients.

The Company adopted the standard at the beginning of the first quarter of fiscal 2019, using the modified retrospective method of adoption and applied the guidance to those contracts that were not completed as of August 31, 2018. Under the modified retrospective method of adoption, the cumulative effect of applying the new standard is recorded at the date of initial application, with no restatement of the comparative prior periods presented. The Company assessed its revenue contracts with clients under the new standards and determined that the adoption did not materially change the timing or amount of revenue recognized.

The Company derives most of its revenues by providing client access to its hosted proprietary data and analytics platform which can include various combinations of products and services available over the contractual term. The hosted platform is a subscription-based service that consists primarily of providing access to products and services including workstations, analytics, enterprise data, research management, and trade execution. The Company determined that the subscription-based service represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. The Company determined that the nature of the promise to the client is to provide daily access to one overall data and analytics platform. This platform provides integrated financial information, analytical applications and industry-leading service for the investment community. Based on the nature of the services and products offered by FactSet, the Company applies an input time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the platform. The Company records revenue for its contracts using the over-time revenue recognition model as a client is invoiced or performance in satisfied, which is comparable with how revenue is recognized today. FactSet does not consider payment terms a performance obligation for customers with contractual terms that are one year or less and has elected the practical expedient.


In FactSet’s assessment of contracts with clients, the Company did identify a small portion of contracts with certain fulfillment costs, which include up-front costs to allow for the delivery of services and products that are expected to be recovered. In connection with the adoption of the new standard, these fulfillment costs will be recognized as an asset and amortized consistent with the associated revenue for providing the services, which prior to adoption was expensed. As a result, FactSet recorded an opening cumulative increase to Retained earnings of $2.5 million, or $2.0 million net of tax, with an offsetting increase related to the current asset portion in Prepaid expenses and other current assets and the non-current asset portion in Other assets based on the term of the license period. Prospectively, fulfillment costs will continue to be recognized in the same accounts used for the adoption impact, which include the Prepaid expenses and other current assets account for the current portion and Other assets for the non-current portion based on the term of the license period. The differences between the Company’s reported operating results for the three months ended November 30, 2018, which reflect the application of the new standard on the Company’s contracts, and the results that would have been reported as if the accounting was performed pursuant to the accounting standards previously in effect, were not material. There are no significant judgements that would impact the timing of revenue recognition. The majority of client contracts have a duration of one year or less, or the amount FactSet is entitled to receive corresponds directly with the value of performance obligations completed to date, and therefore, the Company does not disclose the value of the remaining unsatisfied performance obligations.

Disaggregated Revenue

The Company disaggregates revenue from contracts with clients by demographic region which include U.S., Europe and Asia Pacific. FactSet believes these geographic regions are reflective of how the Company manages the business and the demographic markets in which it serves. The geographic regions best depict the nature, amount, timing and uncertainty of revenues and cash flows related to contracts with clients. Refer to Note 8 Segment Information for further information on revenues by geographic region.

The following table presents this disaggregation of revenue by geography:

  

Three months ended

November 30,

 

 

(in thousands)

 

2018

  

2017

 

U.S.

 $222,203  $208,768 

Europe

  97,765   91,727 

Asia Pacific

  31,672   28,646 

Total Revenue

 $351,640  $329,141 

5. FAIR VALUE MEASURES

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. 

 

Fair Value Hierarchy

 

The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels. FactSetThe Company has categorized its cash equivalents, investments and derivatives within the fair value hierarchy as follows:

 

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. These Level 1 assets and liabilities include the Company’s corporate money market funds that are classified as cash equivalents.


 

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. The Company’s mutual funds, certificates of deposit, mutual funds and derivative instruments are classified as Level 2.

 

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. There were no Level 3 assets or liabilities held by the Company as of May 31,November 30, 2018 or August 31, 2017.2018.


 

(a) Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following tables shows by level within the fair value hierarchy the Company’s assets and liabilities that are measured at fair value on a recurring basis at May 31,November 30, 2018 and August 31, 2017:2018:

 

 

 

Fair Value Measurements at May 31, 2018

  

Fair Value Measurements at November 30, 2018

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                                

Corporate money market funds (1)

 $14,128  $  $  $14,128  $22,001  $  $  $22,001 

Mutual funds (2)

     19,479      19,479      19,067      19,067 

Certificates of deposit (3)

     11,007      11,007      8,403      8,403 

Derivative instruments (4)

     2,515      2,515 

Derivative instruments (4)

     108      108 

Total assets measured at fair value

 $14,128  $33,001  $  $47,129  $22,001  $27,578  $  $49,579 
                
                                

Liabilities

                                

Derivative instruments (4)

 $  $1,932  $  $1,932  $  $2,428  $  $2,428 
                

Total liabilities measured at fair value

 $  $1,932  $  $1,932  $  $2,428  $  $2,428 

 

 

Fair Value Measurements at August 31, 2017

  

Fair Value Measurements at August 31, 2018

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                                

Corporate money market funds (1)

 $26,677  $  $  $26,677  $75  $  $  $75 

Mutual Funds (2)

     18,364      18,364 

Mutual funds (2)

     18,668      18,668 

Certificates of deposit (3)

     14,080      14,080      10,591      10,591 

Derivative instruments (4)

     6,142      6,142      90      90 

Total assets measured at fair value

 $26,677  $38,586  $  $65,263  $75  $29,349  $  $29,424 
                                
                

Liabilities

                                

Derivative instruments (4)

 $  $  $  $  $  $4,036  $  $4,036 

Total liabilities measured at fair value

 $  $  $  $  $  $4,036  $  $4,036 

 

 

(1) 

The Company’s corporate money market funds are traded in an active marketreadily convertible into cash and the net asset value of each fund on the last day of the quarter is used to determine its fair value. As such, the Company’s corporate money market funds are classified as Level 1 and included in cashCash and cash equivalents onwithin the Consolidated consolidated balance sBalance Sheets.heets.

 

 

(2) 

The Company’s mutual funds have a fair value based on the fair value of the underlying investments held by the mutual funds allocated to each share of the mutual fund using a net asset value approach. The fair value of the underlying investments is based on observable inputs.inputs. As such, the Company’s mutual funds are classified as Level 2 and are classified as investmentsInvestments (short-term) on the Consolidated Balance Sheets.consolidated balance sheets.

 


 

(3) 

The Company’s certificates of deposit held for investment are not debt securities, and are classified as Level 2. 2 and are valued at amortized cost, which approximates fair value.These certificates of deposit have original maturities greater than three months, but less than one year and, as such, are classified as iInvesnvestmentstments (short-term) onwithin the Consolidated Balance Sheetconsolidated balance s.heets.

 

 

(4) 

The Company utilizes the income approach to measure fair value for its derivative instruments (foreign currencyexchange forward contractscontracts)). The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads and therefore, are classified as Level 2.

 

The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented.

 

(b) Assets and Liabilities Measured at Fair Value on a Non-recurringNon-Recurring Basis

 

Certain assets, including goodwillGoodwill and intangibleIntangible assets, and liabilities, are measured at fair value on a non-recurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances such as when they are deemed to be other-than-temporarily impaired. The fair values of these non-financial assets and liabilities are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables,comparable, and discounted cash flow projections. An impairment charge is recorded when the cost exceeds its fair value, based upon the results of such valuations. During the ninethree months ended May 31,November 30, 2018, no fair value adjustments or material fair value measurements were required for the Company’s non-financial assets or liabilities.


 

(c) Assets and Liabilities Measured at Fair Value for Disclosure Purposes Only

 

As of May 31,November 30, 2018, and August 31, 2017,2018, the fair value of the Company’s long-termLong-term debt was $575.0 million, respectively, which approximated its carrying amount given itsthe application of a floating interest rate basis.equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid. The fair value of the Company’s long-term debt was determined based on quoted market prices for debt with a similar maturity, and thus categorized as Level 2 in the fair value hierarchy.

 

 

5.6. DERIVATIVE INSTRUMENTS

 

Cash Flow Hedges

 

FactSet conducts business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen and Philippine Peso. As such, it is exposed to movements in foreign currency exchange rates compared to the U.S. dollar. The Company utilizes derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations and reduce the volatility of earnings and cash flows associated with changes in foreign currency. The Company does not enter into foreign currency forward contracts for trading or speculative purposes. In designing a specific hedging approach, FactSet considered several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge. The gains and losses on foreign currency forward contracts offset the variability in operating expenses associated with currency movements. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss (“AOCL”) and subsequently reclassified into operating expenses when the hedged exposure affects earnings. There was no discontinuance of cash flow hedges during the first ninethree months of fiscal 20182019 and 2017,2018, and as such, no corresponding gains or losses related to changes in the value of the Company’s contracts were reclassified into earnings prior to settlement.

 

As of May 31,November 30, 2018, FactSet maintained the following foreign currency forward contracts to hedge its exposures:

 

 

Indian Rupee - foreign currency forward contracts to hedge approximately 75% of its Indian Rupee exposure through the third quarter of fiscal 2019 and 50% of its exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2020.

Philippine Peso- foreign currency forward contracts to hedge approximately 75% of its Philippine Peso exposure through the fourth quarter of fiscal 2020.

 

Indian Rupee – foreign currency forward contracts to hedge approximately 75% of its Indian Rupee exposure through the third quarter of fiscal 2019, 50% of its exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2020, and 25% of its exposure from the third quarter of fiscal 2020 through the end of the fourth quarter of fiscal 2020.

Euro – foreign currency forward contracts to hedge approximately 50% of its Euro exposure through the third quarter of fiscal 2019.

British Pound Sterling – foreign currency forward contracts to hedge approximately 50% of its British Pound Sterling exposure through the third quarter of fiscal 2019.

 

The following is a summary of all hedging positions and corresponding fair values:

 

(in thousands)

 

Gross Notional Value

  

Fair Value

 

Currency Hedged (in U.S. dollars)

 

May 31, 2018

  

August 31, 2017

  

May 31, 2018

  

August 31, 2017

 

Indian Rupee

 $51,175  $51,000  $1,470  $6,142 

Philippine Peso

  59,000      (886)   

Total

 $110,175  $51,000  $584  $6,142 


  

Gross Notional Value

  

Fair Value (Liability) Asset

 

Currency Hedged

(in thousands, in U.S. dollars)

 

November 30, 2018

  

August 31, 2018

  

November 30, 2018

  

August 31, 2018

 
             

Philippine Peso

 $45,000  $52,000  $(5) $(1,230)

Indian Rupee

  43,080   50,780   (733)  (1,490)

Euro

  17,181   26,312   (862)  (503)

British Pound Sterling

  12,381   18,995   (720)  (723)

Total

 $117,642  $148,087  $(2,320) $(3,946)

 

As of May 31,November 30, 2018, the gross notional value of foreign currency forward contracts to purchase Philippine Pesos with U.S. dollars was PHP 2.4 billion. The gross notional value of foreign currency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 3.73.0 billion. The gross notional value of foreign currency forward contracts to purchase Philippine PesosEuros with U.S. dollars was Php 3.1 billion.€ 14.3 million. The gross notional value of foreign currency forward contracts to purchase British Pound Sterling with U.S. dollars was £ 9.1 million.


 

Counterparty Credit Risk

 

As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. FactSetThe Company has incorporated counterparty credit risk into the fair value of its derivative assets and its own credit risk into the value of the Company’s derivative liabilities, when applicable. FactSetThe Company calculates credit risk from observable data related to credit default swaps (“CDS”) as quoted by publicly available information. Counterparty risk is represented by CDS spreads related to the senior secured debt of the respective bank with whom FactSetthe Company has executed these derivative transactions. As CDS spread information is not available for FactSet, the Company’s credit risk is determined based on using a simple average of CDS spreads for peer companies. To mitigate counterparty credit risk, FactSetthe Company enters into contracts with large financial institutions and regularly reviews its credit exposure balances as well as the creditworthiness of the counterparties. The Company does not expect any losses as a result of default of its counterparties.

 

Fair Value of Derivative Instruments 

 

The following table provides a summary of the fair value amounts of derivative instruments:

 

(in thousands)

Designation of Derivatives

Balance Sheet Location

 

May 31,

2018

  

August 31,

2017

 

Designation of Derivatives

(in thousands)

Balance Sheet Location

 

November 30, 2018

  

August 31, 2018

 

Derivatives designated as hedging instruments

Assets: Foreign Currency Forward Contracts

        

Assets: Foreign Currency Forward Contracts

        

Prepaid expenses and other current assets

 $2,515  $3,796 

Prepaid expenses and other current assets

 $108  $90 

Other assets

 $  $2,346          
         

Liabilities: Foreign Currency Forward Contracts

        

Liabilities: Foreign Currency Forward Contracts

        

Accounts payable and accrued expenses

 $1,742  $1,731 

Accounts payable and accrued expenses

 $232  $ 

Deferred rent and other non-current liabilities

 $686  $2,305 

Deferred rent and other non-current liabilities

 $1,700  $ 

 

All derivatives were designated as hedging instruments as of May 31,November 30, 2018 and August 31, 2017, respectively.2018.

 

Derivatives in Cash Flow Hedging Relationships

 

The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended May 31,November 30, 2018 and 2017:2017, respectively:

 

(in thousands)

 

(Loss) Gain Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Gain (Loss)
Reclassified from AOCL

into Income
(Effective Portion)

 

Gain (Loss) Reclassified
from AOCL into Income
(Effective Portion)

 

Derivatives in Cash Flow Hedging Relationships

 

2018

  

2017

   

2018

  

2017

 

Foreign currency forward contracts

 $(2,296) $3,467 

SG&A

 $1,041  $(403)

The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the nine months ended May 31, 2018 and 2017:

(in thousands)

 

(Loss) Gain Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Gain (Loss)
Reclassified from AOCL

into Income
(Effective Portion)

 

Gain (Loss) Reclassified
from AOCL into Income
(Effective Portion)

  

Gain (Loss) Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of (Loss) Gain
Reclassified from AOCL into Income

 

(Loss) Gain Reclassified
from AOCL into Income
(Effective Portion)

 

Derivatives in Cash Flow Hedging Relationships

 

2018

  

2017

   

2018

  

2017

  

2018

  

2017

  (Effective Portion) 

2018

  

2017

 

Foreign currency forward contracts

 $(3,640) $4,006 

SG&A

 $2,631  $(2,788) $1,943  $(1)

SG&A

 $(399) $763 

 

No amount of ineffectiveness was recorded in the Consolidated Statementsconsolidated statements of Incomeincome for these designated cash flow hedges and all components of each derivative’s gain or loss was included in the assessment of hedge effectiveness. As of May 31,November 30, 2018, FactSetthe Company estimates that approximately $2.3$1.6 million of net derivative gainslosses related to its cash flow hedges included in AOCL will be reclassified into earnings within the next 12 months.

 

Offsetting of Derivative Instruments

 

FactSet’s master netting and other similar arrangements with its respective counterparties allow for net settlement under certain conditions. As of May 31,November 30, 2018, and August 31, 2017,2018, there were no net settlements recorded on Consolidated Balance Sheets.the consolidated balance sheets.


 

 

6.7. OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The components of other comprehensive (loss) income and amounts reclassified out of AOCL into earnings duringfor the three months ended May 31,November 30, 2018 and 2017 are as follows:

 

 

  

May 31, 2018

  

May 31, 2017

 

(in thousands)

 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

 

Foreign currency translation adjustments

 $(20,126) $(20,126) $21,316  $21,316 

Realized (gain) loss on cash flow hedges reclassified to earnings (1)

  (1,041)  (736)  403   247 

Unrealized (loss) gain on cash flow hedges recognized in AOCL

  (2,296)  (1,625)  3,467   2,138 

Other comprehensive income (loss)

 $(23,463) $(22,487) $25,186  $23,701 
  

November 30, 2018

  

November 30, 2017

 

(in thousands)

 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of

tax

 

Foreign currency translation adjustments

 $(9,504) $(9,504) $8,466  $8,466 

Net unrealized gain (loss) on cash flow hedges recognized in AOCL

  1,626   1,038   (764)  (476)

Other comprehensive (loss) income

 $(7,878) $(8,466) $7,702  $7,990 

 

(1)

Reclassified to Selling, General and Administrative Expenses

The components of other comprehensive income and amounts reclassified out of AOCL into earnings during the nine months ended May 31, 2018 and 2017 are as follows:

  

May 31, 2018

  

May 31, 2017

 

(in thousands)

 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

 

Foreign currency translation adjustments

 $(2,260) $(2,260) $10,680  $10,680 

Realized (gain) loss on cash flow hedges reclassified to earnings (1)

  (2,631)  (1,794)  2,788   1,755 

Unrealized (loss) gain on cash flow hedges recognized in AOCL

  (3,640)  (2,311)  4,006   2,478 

Other comprehensive income (loss)

 $(8,531) $(6,365) $17,474  $14,913 

 

(2)

Reclassified to Selling, General and Administrative Expenses

The components of AOCL are as follows:

 

 

(in thousands)

 

May 31, 2018

  

August 31, 2017

  

November 30, 2018

  

August 31, 2018

 

Accumulated unrealized (losses)gains on cash flow hedges, net of tax

 $(303) $3,802 

Accumulated unrealized (gain) losses on cash flow hedges, net of tax

 $(1,732) $(3,486)

Accumulated foreign currency translation adjustments

  (40,782)  (38,522)  (57,457)  (47,953)

Total accumulated other comprehensive loss

 $(41,085) $(34,720) $(59,189) $(51,439)

 

 

78. SEGMENT INFORMATION

 

Operating segments are defined as (i) components of an enterprise that engage in business activities from which they may earn revenuesrevenue and incur expenses, whoseexpense, (ii) with operating results that are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (iii) for which discrete financial information is available. The Chief Executive Officermanagement, along with the CEO, constitute FactSet’s chief operating decision making group (“CEO”CODMG”) and senior management jointly review financial information at the operating segment level. Senior. Executive management consists of certain executives who directly report to the CEO, consisting of the Chief Financial Officer, Chief Technology and Product Officer, Global Head of Sales and Client Solutions, General Counsel, and Chief Human Resources Officer. Senior management, along withOfficer and Head of Analytics & Trading. The CODMG reviews financial information at the CEO, constitute FactSet’s chief operating decision making group (“CODMG”)segment level and is responsible for making decisions about resources allocated amongst the operating segments based on actual results.

 

FactSet’sThe Company’s operating segments are aligned with how the Company, including its CODMG, manages the business and the demographic markets in which FactSetit serves. The Company’s internal financial reporting structure is based on three segments;segments: the U.S., Europe and Asia Pacific. FactSetThe Company believes this alignment helps itto better manage the business and view the markets the Companyit serves, which are centered on providing integrated global financial and economic information. TheSales, consulting, data collection, product development and software engineering are the primary functional groups within the U.S., Europe and Asia Pacific segments include sales, consulting, data collection, product development and software engineering, whichsegments. These functional groups provide global financial and economic information to investment managers, investment banks and other financial services professionals.

 

The U.S. segment servicesserves investment professionals including financial institutions throughout the Americas. The European and Asia Pacific segments serviceserve investment professionals located throughout Europe and the Asia Pacific, region, respectively. Segment revenues reflectrevenue reflects direct sales to clients based inon their respective geographic locations. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, office and other direct expenses.

 


Expenditures associated with the Company’s data centers, third-party data costs and corporate headquarters charges are recorded by the U.S. segment and are not allocated to the other segments. The centers of excellence, who focus primarily on content collection and arecenters, located in India, and the Philippines, and Latvia, benefit all of the Company’s operating segments and thus the expenses incurred at these locations are allocated to each segment based on a percentage of revenues.revenue. Of the total $704.8$694.9 million of goodwill reported by the Company at May 31,November 30, 2018, 54%58% was recorded in the U.S. segment, 45%41% in the European segment and the remaining 1% in the Asia Pacific segment.

 

The following reflects the results of operations of the segments, consistent with the Company’s management system.structure. These results are used, in part, by management, both in evaluating the performance of, and in allocating resources to, each of the segments.

 

(in thousands)

 

For the three months ended May 31, 2018

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $210,308  $98,856  $30,747  $339,911 

Segment operating profit

  37,986   37,381   17,898   93,265 

Total assets

  728,517   572,867   105,788   1,407,172 

Capital expenditures

  2,830   537   2,633   6,000 

(in thousands)

 

For the three months ended November 30, 2018

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenue from clients

 $222,203  $97,765  $31,672  $351,640 

Segment operating income

  43,841   39,089   17,609   100,539 

Total assets

  719,961   536,042   109,924   1,365,927 

Capital expenditures

  4,105   1,263   4,158   9,526 

 

 

For the three months ended May 31, 2017

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $197,834  $87,327  $26,959  $312,120 

Segment operating profit

  34,382   37,766   15,494   87,642 

Total assets

  708,440   555,366   94,208   1,358,014 

Capital expenditures

  6,211   515   1,210   7,936 

For the three months ended November 30, 2017

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenue from clients

 $208,768  $91,727  $28,646  $329,141 

Segment operating income

  40,771   32,970   15,357   89,098 

Total assets

  719,491   603,848   107,263   1,430,602 

Capital expenditures

  3,545   1,524   843   5,912 

 

For the nine months ended May 31, 2018

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $627,976  $286,789  $89,518  $1,004,283 

Segment operating profit

  117,285   107,344   53,219   277,848 

Capital expenditures

  10,104   2,816   5,455   18,375 

For the nine months ended May 31, 2017

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $580,090  $235,464  $78,983  $894,537 

Segment operating profit

  110,574   114,282   44,851   269,707 

Capital expenditures

  21,311   1,176   3,494   25,981 

8. BUSINESS COMBINATIONS

BISAM

On March 17, 2017, FactSet acquired BI-SAM Technologies (“BISAM”) for a total purchase price of $217.6 million. BISAM is a global provider of portfolio performance and attribution, multi-asset risk, GIPS composites management and reporting. BISAM’s product offerings include B-One, BISAM’s cross-asset solution, which will serve as a complement to both FactSet’s portfolio analytics suite and client reporting solutions, and Cognity, which enhances FactSet’s risk analysis for derivatives and quantitative portfolio construction. These factors contributed to a purchase price in excess of fair value of BISAM’s net tangible and intangible assets, leading to the recognition of goodwill. At the time of acquisition, BISAM employed over 160 employees based primarily in its New York, Boston, Paris, London and Sofia offices. Total transaction costs of $3.2 million were recorded within Selling, General and Administrative (“SG&A”) expenses in the Consolidated Statements of Income during fiscal 2017.

Allocation of the purchase price to the assets acquired and liabilities assumed was finalized during the fourth quarter of fiscal 2017. There were no significant adjustments between the preliminary and final allocation. The total purchase price was allocated to BISAM’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition.


(in thousands)

 

Tangible assets acquired

 $27,583 

Amortizable intangible assets

    

Software technology

  18,261 

Client relationships

  37,597 

Trade name

  741 

Goodwill

  173,898 

Total assets acquired

 $258,080 

Liabilities assumed

  (40,443)

Net assets acquired

 $217,637 

Intangible assets of $56.6 million have been allocated to amortizable intangible assets consisting of client relationships, amortized over 16 years using an accelerated amortization method; software technology, amortized over five years using a straight-line amortization method; and a trade name, amortized over four years using a straight-line amortization method.

Goodwill totaling $173.9 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill generated from the BISAM acquisition is included in the U.S. and European segments and is not deductible for income tax purposes. The results of operations of BISAM have been included in the Company’s Consolidated Statements of Income since the completion of the acquisition on March 17, 2017. Pro forma information has not been presented because the effect of the BISAM acquisition is not material to the Company’s consolidated financial results.

Vermilion

On November 8, 2016, FactSet acquired Vermilion Holdings Limited (“Vermilion”) for a total purchase price of $67.9 million. Vermilion is a global provider of client reporting and communications software and services to the financial services industry. Client reporting is a growing area of the market as regulatory requirements rise; and with the acquisition of Vermilion and its Vermilion Reporting Suite (“VRS”), FactSet now offers a workflow around all elements of the client reporting process, which it expects will expand as investors grow increasingly sophisticated. This factor contributed to a purchase price in excess of fair value of Vermilion’s net tangible and intangible assets, leading to the recognition of goodwill. At the time of acquisition, Vermilion employed 59 individuals in its London, Boston and Singapore offices. Total transaction costs of $0.7 million were recorded within SG&A expenses in the Consolidated Statements of Income during fiscal 2017.

Allocation of the purchase price to the assets acquired and liabilities assumed was finalized during the third quarter of fiscal 2017. There were no significant adjustments between the preliminary and final allocation. The total purchase price was allocated to Vermilion’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Based upon the purchase price and the valuation, the allocation is as follows:

(in thousands)

 

Tangible assets acquired

 $7,916 

Amortizable intangible assets

    

Software technology

  10,916 

Client relationships

  5,954 

Non-compete agreements

  806 

Trade name

  571 

Goodwill

  51,157 

Total assets acquired

 $77,320 

Liabilities assumed

  (9,434)

Net assets acquired

 $67,886 

Intangible assets of $18.2 million have been allocated to amortizable intangible assets consisting of client relationships, amortized over 15 years using an accelerated amortization method; software technology, amortized over six years using a straight-line amortization method; non-compete agreements, amortized over three years using a straight-line amortization method; and a trade name, amortized over four years using a straight-line amortization method.

Goodwill totaling $51.2 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill generated from the Vermilion acquisition is included in the European segment and is not deductible for income tax purposes. The results of operations of Vermilion have been included in the Company’s Consolidated Statements of Income since the completion of the acquisition on November 8, 2016. Pro forma information has not been presented because the effect of the Vermilion acquisition is not material to the Company’s consolidated financial results.

 


 

 

9. GOODWILL

 

Changes in the carrying amount of goodwill by segment for the ninethree months ended May 31,November 30, 2018 are as follows:

 

(in thousands)

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2017

 $386,835  $317,759  $2,966  $707,560 

Foreign currency translations

     (590)  39   (551)

Other adjustments

  (640)  (1,562)     (2,202)

Balance at May 31, 2018

 $386,195  $315,607  $3,004  $704,807 

(in thousands)

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2018

 $386,195  $312,694  $2,944  $701,833 

Foreign currency translations

     (6,867)  (69)  (6,936)

Balance at November 30, 2018

 $386,195  $305,827  $2,875  $694,897 

 

Goodwill is not amortized as it is estimated to have an indefinite life. At least annually, the Company is required to test goodwill at the reporting unit level for potential impairment, and, if impaired, write down to fair value based on the present value of discounted cash flows. The Company’s reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which reflect the level of internal reporting the Company uses to manage its business and operations. The three reporting units are consistent with the operating segments reported as there is no discrete financial information available for the subsidiaries within each operating segment. The Company performed its annual goodwill impairment test during the fourth quarter of fiscal 2017,2018, consistent with the timing of previous years, at which time it was determined that there was no impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value.

 

 

10. INTANGIBLE ASSETS

 

FactSet’s identifiable intangible assets consist of acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from previous acquisitions, which have been fully integrated into the Company’s operations. The weighted average useful life of FactSet’s acquired identifiable intangible assets at May 31,November 30, 2018 was 11.512.2 years. The Company amortizes intangible assets over their estimated useful lives, which are evaluated quarterly to determine whether events and circumstances warrant a revision to the remaining period of amortization. There have been no changes to the estimate of the remaining useful lives during the first ninethree months of fiscal 2018.2019. Amortizable intangible assets are tested for impairment, if indicators of impairment are present, based on undiscounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. No impairment of intangible assets has been identified during any of the periods presented. The intangible assets have no assigned residual values.

 

The gross carrying amounts and accumulated amortization totals related to the Company’s identifiable intangible assets are as follows:

 

At May 31, 2018

(in thousands)

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

At November 30, 2018

(in thousands)

 

Gross Carrying

Amount

  

Accumulated

Amortization

  

Net Carrying

Amount

 

Data content

 $34,454  $20,676  $13,778  $33,327  $20,991  $12,336 

Client relationships

  99,249   27,721   71,528   97,512   30,866   66,646 

Software technology

  106,860   40,976   65,884   105,613   47,301   58,312 

Non-compete agreements

  4,860   2,180   2,680   4,825   2,581   2,244 

Trade names

  4,087   2,181   1,906   4,040   2,541   1,499 

Total

 $249,510  $93,734  $155,776  $245,317  $104,280  $141,037 

 

At August 31, 2017

(in thousands)

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

At August 31, 2018

(in thousands)

 

Gross Carrying

Amount

  

Accumulated

Amortization

  

Net Carrying

Amount

 

Data content

 $34,116  $18,899  $15,217  $33,992  $20,990  $13,002 

Client relationships

  99,779   22,339   77,440   98,882   29,387   69,495 

Software technology

  105,963   30,889   75,074   106,505   44,231   62,274 

Non-compete agreements

  4,833   1,518   3,315   4,840   2,381   2,459 

Trade names

  4,080   1,583   2,497   4,070   2,365   1,705 

Total

 $248,771  $75,228  $173,543  $248,289  $99,354  $148,935 


 

Amortization expense recorded for intangible assets was $6.2$5.9 million and $5.8$6.2 million for the three months ended May 31, 2018 and 2017, respectively. Amortization expense recorded for intangible assets was $18.6 million and $13.8 million for the nine months ended May 31,November 30, 2018 and 2017, respectively. As of May 31,November 30, 2018, estimated intangible asset amortization expense for each of the next five years and thereafter is as follows:

 


Fiscal Year (in thousands)

 

Estimated Amortization Expense

  

Estimated Amortization Expense

 

2018 (remaining three months)

 $6,098 

2019

  24,051 

2019 (remaining nine months)

 $17,818 

2020

  23,298   22,921 

2021

  21,386   21,018 

2022

  19,091   18,500 

2023

  13,752 

Thereafter

  61,852   47,028 

Total

 $155,776  $141,037 

 

 

11. COMMON STOCK AND EARNINGS PER SHARE

 

On May 7,November 13, 2018, FactSet’s Board of Directors approved a regular quarterly dividend of $0.64 per share. The cash dividend of $24.6$24.4 million was paid on June 19,December 18, 2018 to common stockholders of record at the close of business on May 31,November 30, 2018.

 

Shares of common stock outstanding were as follows:

 

 

Nine Months ended

May 31,

  

Three Months ended

November 30,

 

(in thousands)

 

2018

  

2017

  

2018

  

2017

 

Balance at September 1

  39,023   40,038 

Balance, beginning of year (September 1)

  38,192   39,023 

Common stock issued for employee stock plans

  572   585   183   256 

Repurchase of common stock from employees(1)

  (5

)

  (37

)

  (19)  (4)

Repurchase of common stock under the share repurchase program

  (1,205

)

  (1,285

)

  (275)  (165)

Repurchase of common stock under accelerated share repurchase agreement

     (103

)

Balance at May 31, 2018 and 2017, respectively

  38,385   39,198 

Balance at November 30, 2018 and 2017, respectively

  38,081   39,110 

 

 

(1)

For the ninethree months ended MayNovember 31,30, 2018 and 2017, the Company repurchased 5,56319,350 and 374,,042220 shares,, or $1.04.3 million and $5.70.8 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

 

A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computations is as follows:

 

(in thousands, except per share data)

 

Net Income

(Numerator)

  

Weighted

Average

Common Shares

(Denominator)

  

Per Share

Amount

 

For the three months ended May 31, 2018

            

Basic EPS

            

Income available to common stockholders

 $74,746   38,594  $1.94 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      510     

Income available to common stockholders plus assumed conversions

 $74,746   39,104  $1.91 

For the three months ended May 31, 2017

            

Basic EPS

            

Income available to common stockholders

 $65,414   39,317  $1.66 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      140     

Income available to common stockholders plus assumed conversions

 $65,414   39,457  $1.66 

For the nine months ended May 31, 2018

            

Basic EPS

            

Income available to common stockholders

 $198,262   38,890  $5.10 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      653     

Income available to common stockholders plus assumed conversions

 $198,262   39,543  $5.01 

For the nine months ended May 31, 2017

            

Basic EPS

            

Income available to common stockholders

 $198,707   39,528  $5.03 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      208     

Income available to common stockholders plus assumed conversions

 $198,707   39,736  $5.00 


(in thousands, except per share data)

 

Net Income

(Numerator)

  

Weighted

Average

Common Shares

(Denominator)

  

 

Per Share Amount

 

For the three months ended November 30, 2018

            

Basic EPS

            

Income available to common stockholders

 $84,296   38,106  $2.21 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      703     

Income available to common stockholders plus assumed conversions

 $84,296   38,809  $2.17 

For the three months ended November 30, 2017

            

Basic EPS

            

Income available to common stockholders

 $70,379   39,085  $1.80 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      595     

Income available to common stockholders plus assumed conversions

 $70,379   39,680  $1.77 

 

Dilutive potential common shares consist of stock options and unvested restricted stock awards. TheThere were no stock options or unvested restricted stock awards excluded from the calculation of diluted EPS for the three months ended November 30, 2018. There were 552,389 stock options excluded from the calculation of diluted EPS for the three months ended May 31, 2018 as no options would have been anti-dilutive. The number of stock options excluded from the calculation of diluted EPS for the three months ended May 31,November 30, 2017, was 492,649 because their inclusion would have been anti-dilutive.

 


For the three months ended May 31, 2018 and 2017, the number of performance-based stock options excluded from the calculation of diluted EPS was 249,443 and 754,561, respectively.

Performance-based stock options are omitted from the calculation of diluted EPS until the performance criteria areis probable of being achieved. At November 30, 2018 and November 30, 2017, the number of performance-based stock option grants excluded from the calculation of diluted EPS was 206,417 and 332,338, respectively.

 

 

12. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

At May 31,November 30, 2018 and August 31, 2017,2018, there were 10,000,000 shares of preferred stock ($0.01 par value per share) authorized, of which no shares were issued and outstanding. FactSet’s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

 

Common Stock

 

At May 31,November 30, 2018 and August 31, 2017,2018, there were 150,000,000 shares of common stock ($0.01.01 par value per share) authorized, of which 39,124,58139,447,491 and 51,845,13239,264,849 shares were issued, respectively. The authorized shares of common stock are issuable for any proper corporate purpose, including future stock splits, stock dividends, acquisitions, raising equity capital or to adopt additional employee benefit plans.

 

Treasury Stock

 

On January 31, 2018, FactSet retired 13,292,689 shares of treasury stock. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired treasury stock was initially recorded using the cost method and had a carrying value of $1.7 billion at January 31, 2018. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock ($0.1 million), reduce additional paid-in capital (“APIC”) by the average amount recorded in APIC when stock was originally issued ($186.7 million) and any remaining excess of cost as a deduction fromreduction to retained earnings ($1.5 billion). As of MayNovember 30, 2018, and August 31, 2018, there were 740,0001,366,613 and 1,072,263 shares of treasury stock (at cost) outstanding, a decrease compared to 12,822,100 as of August 31, 2017 due to the aforementioned treasury stock retirement on January 31, 2018.outstanding.

 

Share Repurchase Program

 

Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. DuringFor the first ninethree months of fiscalended November 30, 2018 and 2017, the Company repurchased 1,204,920275,000 shares for $234.8$60.4 million compared to 1,284,822and 164,920 shares for $208.8$30.9 million, in the prior year comparable period.

On March 26,respectively. As of November 30, 2018, the Board of Directors of FactSet approved a $300.0$181.3 million expansion to the existing share repurchase program. Subsequent to this expansion $309.3 million remainremains authorized for future share repurchases as of May 31, 2018.repurchases. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations.

 

Restricted Stock Vesting

 

Restricted stock awards entitle the holder to shares of common stock as the awards vest over time. During the first ninethree months of fiscal 2019, previously granted restricted stock awards of 52,611 shares vested and were included in common stock outstanding as of November 30, 2018 15,063(recorded net of 19,350 shares repurchased from employees at a cost of $4.3 million to cover their cost of taxes upon vesting of the restricted stock). During the same comparable period a year ago, 11,278 shares of previously granted restricted stock awards vested and were included in common stock outstanding as of May 31, 2018 (less 5,563November 30, 2017 (recorded net of 4,220 shares repurchased from employees to cover theirat a cost of taxes upon vesting of the restricted stock). During the same period a year ago, 101,234 of previously granted restricted stock awards vested and were included in common stock outstanding as of May 31, 2017 (less 37,042 shares repurchased from employees$0.8 million to cover their cost of taxes upon vesting of the restricted stock).

 


Dividends

 

The Company’s Board of Directors declared the following historical dividends: dividends for the first quarter of fiscal 2019 and 2018 respectively:

 

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

 

Record Date

 

Total $ Amount
(in thousands)

 

Payment Date

May 7, 2018

 $0.64 

Regular (cash)

 

May 31, 2018

 $24,566 

June 19, 2018

February 7, 2018

 $0.56 

Regular (cash)

 

February 28, 2018

 $21,799 

March 20, 2018

November 8, 2017

 $0.56 

Regular (cash)

 

November 30, 2017

 $21,902 

December 19, 2017

August 10, 2017

 $0.56 

Regular (cash)

 

August 31, 2017

 $21,853 

September 19, 2017

May 5, 2017

 $0.56 

Regular (cash)

 

May 31, 2017

 $21,951 

June 20, 2017

February 6, 2017

 $0.50 

Regular (cash)

 

February 28, 2017

 $19,709 

March 21, 2017

November 10, 2016

 $0.50 

Regular (cash)

 

November 30, 2016

 $19,852 

December 20, 2016

August 5, 2016

 $0.50 

Regular (cash)

 

August 31, 2016

 $20,019 

September 20, 2016

Year Ended

 

Dividends per

Share of

Common Stock

 

Record Date

 

Total $ Amount

(in thousands)

 

Payment Date

Fiscal 2019

          

First Quarter

 $0.64 

November 30, 2018

 $24,372 

December 18, 2018

           

Fiscal 2018

          

First Quarter

 $0.56 

November 30, 2017

 $21,901 

December 19, 2017


 

All of the above cash dividends were paid from existing cash resources. Future dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Company and is subject to final determination by the Company’s Board of Directors.

 

 

13. EMPLOYEE STOCK OPTION AND RETIREMENT PLANS

 

Stock Option Awards

 

On December 19, 2017, the Company’s stockholders approved the amended and restatedThe FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated, which was renamed the Stock Option and Award Plan, as Amended and Restated (the “Long Term Incentive Plan” or “LTIP”). As part of the approved amendment, an additional 5,750,000 shares of common stock were added to the LTIP’s share reserve and the expiration date was extended to December 19, 2027. The LTIP provides for the grant of share-based awards, including stock options and restricted stock awards to employees of FactSet. The expiration date of the Long Term Incentive Plan is December 19, 2027. Stock options granted under the LTIP expire not more than ten years from the date of grant and the majority vest ratably over a period of five years. Options become vested and exercisable provided the employee continues employment with the Company through the applicable vesting date and remain exercisable until expiration or cancellation. Options are not transferable or assignable other than by will or the laws of descent and distribution. During the grantee’s lifetime, the options may be exercised only by the grantee.

 

Stock Option Activity

 

During the first ninethree months of fiscal 2018,2019, FactSet granted 569,305454,598 stock options atwith a weighted average exercise price of $190.04$221.93 to existing employees of the Company. As of May 31, 2018, a total of 3,279,096 stock options were outstanding, at a weighted average exercise price of $151.79. Unamortized stock-based compensation of $65 million is expected to be recognized as stock-based compensation expense over the remaining weighted average vesting period of 3.3 years.

 

A summary of stock option activity for the three months ended November 30, 2018 is as follows:

 

 

(in thousands, except exercise price per share)

 

Number

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2017

  3,366  $139.29 

Granted – non performance-based

  554  $189.98 

Exercised

  (226

)

 $104.90 

Forfeited

  (25

)

 $133.89 

Balance at November 30, 2017

  3,669  $149.09 

Granted – non performance-based

  16  $192.11 

Granted – non-employee Directors grant

  19  $197.75 

Exercised

  (220

)

 $118.75 

Forfeited

  (82

)

 $164.59 

Balance at February 28, 2018

  3,402  $151.15 

Exercised

  (61) $113.39 

Forfeited

  (62) $154.41 

Balance at May 31, 2018

  3,279  $151.79 


(in thousands, except per share data)

 

Number of

Stock Options

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2018

  3,143  $153.05 

Granted – non-performance-based

  455   221.93 

Exercised

  (117

)

  132.81 

Forfeited

  (24

)

  169.47 

Balance at November 30, 2018

  3,457  $162.68 

 

The total number of in-the-money options exercisable as of May 31,November 30, 2018 was 1.11.2 million with a weighted average exercise price of $124.52.$137.58. The total number of in-the-money options exercisable as of August 31, 2017 was 0.9 million with a weighted average exercise price of $105.14. As of May 31, 2018 and August 31, 2017, the aggregate intrinsic value of in-the-money stock options exercisable at November 30, 2018 and August 31, 2018 was $84.1$120.0 million and $49.7$105.3 million, respectively. AggregateThe aggregate intrinsic value represents the difference between the Company’s closing stock pricesprice as of $201.01 and $157.18 on May 31,November 30, 2018 and August 31, 2017, respectively,of $234.49, and the exercise price, multiplied by the number of options exercisable as of that date.

The total pre-tax intrinsic value of stock options exercised during the three months ended May 31,November 30, 2018 and 2017 was $5.2$10.8 million and $4.3$18.0 million, respectively. The total pre-tax intrinsic value of stock options exercised during the nine months ended May 31, 2018 and 2017 was $40.3 million and $34.8 million, respectively.

Performance-based Stock OptionsEquity Awards

 

Performance-based equity awards, whether in the form of stock options or restricted stock, require management to make assumptions regarding the likelihood of achieving Company performance targets. The number of performance-based optionsawards that vest will be predicated on the Company achieving performance levels during the measurement period subsequent to the date of grant. Dependent on the financial performance levels attained by FactSet, a percentage of the performance-based stock optionsawards will vest to the grantees of those stock options.grantees. However, there is no current guarantee that such optionsawards will vest in whole or in part.

 

February 2015 Performance-based Option Grant Review

In connection with the acquisitionThe following summarizes material performance-based awards outstanding as of Code Red, FactSet granted 68,761 performance-based options during the second quarter of fiscal 2015 that are eligible to cliff vest based on a four-year measurement period ending February 28, 2019. In the second quarter of fiscal 2018, FactSet modified the vesting criteria of the grant, which resulted in 40% of the options deemed eligible to vest, with the remaining options forfeited. No cumulative catch-up adjustment was required because FactSet had expected the 40% level to be achieved. The option holders must remain employed by FactSet through February 28, 2019 in order for the options to vest. As of May 31, 2018, total unamortized stock-based compensation of $0.2 million will be recognized as expense over the remaining vesting period of 0.7 years.November 30, 2018.

 

January 2017 Performance-based Option Grant Review

In connection with the acquisition of Vermilion, FactSet granted 61,744 performance-based stock options in January 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain Vermilion revenue and operating income targets are achieved by November 30, 2018. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of May 31, 2018, FactSet does not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be recognized in connection with these performance-based options. A change in the actual financial performance levels achieved by Vermilion in future periods could result in the following changes to the current estimate of the vesting percentage and related expense:

Vesting Percentage (in thousands)

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0% (current expectation)

  $  $ 
100%  $744  $1,961 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of May 31, 2018

June 2017 Performance-based Option Grant Review

In connection with the acquisition of BISAM, FactSet granted 206,417 performance-based stock options in June 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain BISAM revenue and operating income targets are achieved by March 31, 2019. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of May 31,November 30, 2018, FactSet does not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be recognized in connection with these performance-based options. A change in the actual financial performance levels achieved by BISAM in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense:

 

Vesting Percentage (in thousands)

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0% (current expectation)

  $  $  $  $ 
80%  $1,303  $5,804  $2,014  $6,870 
90%  $1,466  $6,530  $2,265  $6,619 
100%  $1,629  $7,255  $2,517  $6,367 

 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of MayNovember 30, 20131, 20188

 


Restricted Stock and Stock Unit Awards

 

The Company’s Option Plan permits the issuance of restricted stock andawards in the form of either restricted shares or restricted stock units. Restricted stock awards are subject to continued employment over a specified period.

 


Restricted Stock and Stock Unit Awards Activity

 

During the first ninethree months of fiscal 2018,2019, FactSet granted 96141,102 restricted stock awards to employees of the Company at a weighted average grant date fair value of $182.17.$212.66. These restricted stock awards vest over a weighted average period of 5.0 years from grant date.

 

As of May 31,November 30, 2018, a total of 153,842 shares of131,140 restricted stock and restricted stock unitsawards were unvested and outstanding, which results in unamortized stock-based compensation of $13.3$17.6 million to be recognized as stock-based compensation expense over the remaining weighted average vesting period of 33.8 years.

 

A summary of restricted stock award activity is as follows:

 

(in thousands, except per award data)

 

Number Outstanding

  

Weighted Average

Grant Date Fair Value Per Award

  

 

Number Outstanding

  

Weighted Average Grant

Date Fair Value Per Award

 

Balance at August 31, 2017

  182  $138.62 

Granted

  1  $182.17 

Balance at August 31, 2018

  143  $139.34 

Granted (restricted stock awards)

  41  $212.66 

Forfeited

  (10) $114.37   (1) $200.18 

Vested

  (11) $157.37   (52)(1) $113.44 

Balance at November 30, 2017

  162  $139.12 

Forfeited

  (3) $120.28 

Vested

  (4) $135.97 

Balance at February 28, 2018

  155  $139.55 

Forfeited

  (1) $115.07 

Balance at May 31, 2018

  154  $139.74 

Balance at November 30, 2018

  131  $172.48 

(1)

The majority of the vested restricted stock awardsrelated to the final vesting of awardsgranted on November 1, 2013,which cliff vested 60% after three years on November 1, 2016 and 40% after five years on November 1, 2018.

 

As of May 31,November 30, 2018 and August 31, 2017,2018, the aggregate fair value of unvested restricted stock was $30.9$30.8 million and $28.6$32.8 million, respectively. Aggregate fair value of unvested restricted stock represents the Company’s closing stock prices of $201.01$234.49 and $157.18$229.39 on May 31,November 30, 2018 and August 31, 2017,2018, respectively, multiplied by the number of unvested restricted stock as of that date.

 

The total pre-tax fair value of restricted stock that vested during the three months ended May 31,November 30, 2018 and 2017 was less than $0.1$11.6 million and $2.0 million in each period, respectively. The total pre-tax fair value of restricted stock that vested during the nine months ended May 31, 2018 and 2017 was $2.8 million and $15.6 million, respectively.

 

Share-based Awards Available for Grant

 

A summary of share-based awards available for grant is as follows:

 

 

(in thousands)

 

Share-based Awards

Available for Grant under

the Employee Option Plan

  

Share-based Awards

Available for Grant under

the Non-Employee Directors Plan

 

Balance at August 31, 2017

  897   42 

Granted – nonperformance-based options

  (554)   

Granted – restricted stock awards(1)

  (2)   

Share-based awards canceled/forfeited(2)

  51    

Balance at November 30, 2017

  392   42 

Increase in the number of shares available for issuance(3) (4)

  5,750   250 

Granted – non performance-based options

  (16)  (19)

Share-based awards canceled/forfeited(2)

  89    

Balance at February 28, 2018

  6,215   273 

Share-based awards canceled/forfeited(2)

  64    

Balance at May 31, 2018

  6,279   273 

(in thousands)

 

Share-based Awards

Available for Grant under the

Employee Stock Option Plan

  

Share-based Awards

Available for Grant under the

Non-Employee Stock Option Plan

 

Balance at August 31, 2018

  6,298   282 

Granted – non-performance-based options

  (455)   

Granted – performance-based options

      

Restricted stock awards granted(1)

  (103)   

Share-based awards canceled/forfeited(2)

  25    

Balance at November 30, 2018

  5,765   282 

 

 

(1) 

Each restricted stock award granted is equivalent to 2.5 shares granted under the Company’s Option Plan.

 

 

(2) 

Under the Company’s Option Plan, for each restricted stock award canceled/forfeited, an equivalent of 2.5 shares is added back to the available share-based awards balance.

(3)

On December 19, 2017, the Company’s stockholders approved the LTIP. As part of the approval, an additional 5,750,000 shares of common stock were added to the LTIP’s share reserve.

(4)

On December 19, 2017, the Company’s stockholders approved the amended and restated 2008 Non-Employee Directors’ Stock Option Plan, which was renamed the Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the “Director Plan”).  As part of the approval, an additional 250,000 shares of commons stock were added to the Director Plan share reserve. 

 


 

Employee Stock Purchase Plan

 

On December 19, 2017, the Company’s stockholders approved the amended and restated 2008 Employee Stock Purchase Plan, as Amended and Restated, which was renamed the Employee Stock Purchase Plan, as Amended and Restated (the “ESPP”). Shares of FactSet common stock may be purchased by eligible employees under the ESPPAmended and Restated FactSet Research Systems Inc. Employee Stock Purchase Plan, as Amended and Restated (the “ESPP”) in three-month intervals at aintervals. The purchase price is equal to at least 85% of the lesser of the fair market value of the Company’s common stock on either the first day or the last day of each three-month offering period. Employee purchases may not exceed 10% of their gross compensation and a $25,000 contribution limit during an offering period.

 

During the three months ended May 31,November 30, 2018, employees purchased 16,31213,095 shares at a weighted average price of $170.86$197.34 as compared to 17,31419,589 shares at a weighted average price of $140.84$134.39 for the three months ended May 31, 2017. During the nine months ended May 31, 2018, employees purchased 50,706 shares at a weighted average price of $156.88 as compared to 54,554 shares at a weighted average price of $137.38 for the nine months ended May 31,November 30, 2017. At May 31,November 30, 2018, the ESPP had 282,466255,847 shares reserved for future issuance.

 

401(k) PlanEmployee Benefit Plans

 

FactSet sponsors benefit plans for the majority of its domestic and foreign employees. The Company establishedcontributed $2.6 million and $2.8 million in employer matching contributions for its 401(k) Plan in fiscal 1993. The 401(k) Plan is aU.S. defined contribution plan covering all full-time, U.S. employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986 (“IRC”). Each year, participants may contribute up to 60% of their eligible annual compensation, subject to annual limitations established by the IRC. The Company matches up to 4% of employees’ earnings, capped at the Internal Revenue Service annual maximum. Company matching contributions are subject to a five year graduated vesting schedule. All full-time, U.S. employees are eligible for the matching contribution by the Company. The Company contributed $8.5 million and $7.3 million in matching contributions to employee 401(k) accounts during the ninethree months ended May 31,November 30, 2018 and 2017, respectively. Contributions to foreign benefit plans were not material to FactSet on either an individual or aggregate basis for any of the periods presented.

 

 

14. STOCK-BASED COMPENSATION

 

The Company recognized total stock-based compensation expense of $7.8$8.4 million and $23.2$7.5 million during the three and nine months ended May 31,November 30, 2018 respectively. Similarly, the Company recognized total stock-based compensation expense of $7.3 million and $20.9 million during the three and nine months ended May 31, 2017, respectively. As of May 31,November 30, 2018, $78.3$95.2 million of total unrecognized compensation expense related to non-vested equity awards is expected to be recognized over a weighted average period of 3.23.5 years. There was no stock-based compensation capitalized as of May 31,November 30, 2018 or August 31, 2017,2018, respectively.

 

Employee Stock Option Fair Value Determinations

 

The Company utilizes the lattice-binomial option-pricing model (“binomial model”) to estimate the fair value of new employee stock option grants. The Company’s determination of fair value of stock option awards on the date of grant using the binomial model is affected by the Company’s stock price as well as assumptions regarding a number ofseveral variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

 

Q1 2019 

454,598 non-performance-based employee stock options were granted at a weighted average exercise price of $221.93 and a weighted average estimated fair value of $56.77 per share.

Q1 2018

553,942 nonperformance-basednon-performance-based employee stock options were granted at a weighted average exercise price of $189.98 and a weighted average estimated fair value of $48.27 per share.

Q2 2018

15,363 nonperformance-based employee stock options were granted at a weighted average exercise price of $192.11 and a weighted average estimated fair value of $48.82 per share.

Q3 2018There were no employee stock options granted during the three months ended May 31, 2018.

Q1 2017

671,263 non performance-based employee stock options and 22,460 performance-based employee stock options were granted at a weighted average exercise price of $152.51 and a weighted average estimated fair value of $39.60 per share.

Q2 2017

61,744 performance-based employee stock options were granted at a weighted average exercise price of $169.16 and a weighted average estimated fair value of $43.81 per share.

Q3 201711,604 nonperformance-based employee stock options were granted at a weighted average exercise price of $163.05 and a weighted average estimated fair value of $42.23 per share.


 

The weighted average estimated fair value of employee stock options granted was determined using the binomial model with the following weighted average assumptions:

 

Three months ended May 31,

  2018*   2017 

Term structure of risk-free interest rate

     0.49%-1.89% 

Expected life (years)

      7.4  

Term structure of volatility

     21%-29% 

Dividend yield

       1.18% 

Weighted average estimated fair value

       $42.23 

Weighted average exercise price

       $163.05 

Fair value as a percentage of exercise price

       25.9% 

* There were no employee stock options granted during the three months ended May 31, 2018.

Nine months ended May 31,

 

2018

  

2017

 

Three months ended November 30,

 

2018

  

 

2017

 

Term structure of risk-free interest rate

  1.28%-2.41%   0.07%-2.09%   1.28%-2.41%  1.28%-2.41%

Expected life (years)

   7.4     7.4     7.1     7.4  

Term structure of volatility

  19%-29%   21%-30%   18%-29%  19%-29%

Dividend yield

    1.32%     1.18%     1.16%    1.32%

Weighted average estimated fair value

    $48.29     $39.98     $56.77     $48.27 

Weighted average exercise price

    $190.04     $154.01     $221.93     $189.98 

Fair value as a percentage of exercise price

    25.4%     26.0%     25.6%    25.4%

 

The risk-free interest rate assumption for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on a combination of historical volatility of the Company’s stock and implied volatilities of publicly traded options to buy FactSet common stock with contractual terms closest to the expected life of options granted to employees. The approach to utilize a mix of historical and implied volatility was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that a combination of implied volatility and historical volatility is best representative of future stock price trends. The Company uses historical data to estimate option exercises and employee termination within the valuation model. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The expected life of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is a derived output of the binomial model. The binomial model estimates employeesemployee exercise behavior based on the option’s remaining vested life and the extent to which the option is in-the-money. The binomial model estimates the probability of exercise as a function of these two variables based on the entire history of exercises and cancellations of all past option grants made by the Company.

 


Non-Employee Director Stock Option Fair Value Determinations

On December 19, 2017, the Company’s stockholders approved the Director Plan. The DirectorNon-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the “Director Plan”), provides for the grant of share-based awards, including stock options, to non-employee directors of FactSet. As part of November 30, 2018, shares available for future grant under the stockholder approval, theDirector Plan was 282,398. The expiration date of the Director Plan was extended tois December 19, 2027 and the number of shares reserved for issuance under the Director Plan was increased by 250,000. As of May 31, 2018, shares available for future grant were 273,222.2027.

 

The Company utilizes the Black-Scholes model to estimate the fair value of new non-employee Director stock option grants. The Company’s determination of fair value of share-based payment awards on the date of grant is affected by the Company’s stock price as well as assumptions regarding a number ofseveral variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

 

Fiscal 2018

On January 12, 2018, FactSet granted 18,963There were no stock options to the Company’s non-employee Directors. These options have a weighted average estimated fair value of $38.76 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

2.34%

Expected life (years)

5.4

Expected volatility

19.7%

Dividend yield

1.16%


Fiscal 2017

On January 13, 2017, FactSet granted 23,846 stock options to the Company’s non-employee Directors including one-time new Director grantsduring the first quarter of 2,104 stock options each for Malcolm Frank and Sheila B. Jordan, who were elected to FactSet’s Board of Directors on December 20, 2016. All of the options granted on January 13, 2017 have a weighted average estimated fair value of $35.65 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:fiscal 2019 or fiscal 2018, respectively.

Risk-free interest rate

1.95

%

Expected life (years)

5.4

Expected volatility

22.7

%

Dividend yield

1.24

%

 

Restricted Stock Fair Value Determinations

 

Restricted stock granted to employees entitles the holder to shares of common stock as the award vests over time, but not to dividends declared on the underlying shares while the restricted stock is unvested. The grant date fair value of restricted stock awards is measured by reducing the grant date price of FactSet’s share by the present value of the dividends expected to be paid on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. Restricted stock awards are amortized to expense over the vesting period. During the first ninethree months of fiscal 2018,2019, there were 96141,102 restricted stock awards granted with a weighted average grant date fair value of $182.17.$212.66. During the first ninethree months of fiscal 2017, there were 12,9272018, FactSet granted 961 restricted stock awards granted withat a weighted average grant date fair value of $157.50.$182.17.

 

Employee Stock Purchase Plan Fair Value Determinations

 

During the three months ended May 31,November 30, 2018, employees purchased 16,31213,095 shares at a weighted average price of $170.86$197.34 as compared to 17,31419,589 shares at a weighted average price of $140.84$134.39 for the three months ended May 31, 2017. During the nine months ended May 31, 2018, employees purchased 50,706 shares at a weighted average price of $156.88 as compared to 54,554 shares at a weighted average price of $137.38 for the nine months ended May 31,November 30, 2017. Stock-based compensation expense recorded during the three months ended May 31,November 30, 2018 and 2017, relating to the ESPP, was $0.6 million and $0.5 million, respectively. Stock-based compensation expense recorded for the nine months ended May 31, 2018 and 2017, relating to the ESPP, was $1.6 million and $1.5 million, respectively.

 

The weighted average estimated fair value for the shares repurchased under the ESPP was calculated using the Black-Scholes model with the following assumptions:

 

Three months ended May 31,

 

2018

  

2017

 

Three months ended November 30,

 

2018

  

2017

 

Risk-free interest rate

  1.81%  0.81%  2.27%  1.11%

Expected life (months)

  3   3   3   3 

Expected volatility

  10.07%  8.3%  8.96%  7.97%

Dividend yield

  1.26%  1.24%  1.10%  1.42%

Weighted average estimated fair value

 $34.39  $29.84  $38.63  $25.79 

 

Nine months ended May 31,

 

2018

  

2017

 

Risk-free interest rate

  1.43%  0.56%

Expected life (months)

  3   3 

Expected volatility

  10.38%  8.7%

Dividend yield

  1.28%  1.21%

Weighted average estimated fair value

 $31.25  $28.48 

Accuracy of Fair Value Estimates

 

The Company is responsible for determining the assumptions used in estimating the fair value of its share-based payment awards. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number ofseveral highly complex and subjective variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeiture rates and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable.

 


 

 

15. INCOME TAXES

 

Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates.

 

Provision for Income Taxes

 

The provision for income taxes is as follows:

 

 

Three months ended

May 31,

  

Nine months ended

May 31,

  

Three months ended

November 30,

 

(in thousands)

 

2018

  

2017

  

2018

  

2017

  

2018

  

2017

 

Income before income taxes

 $89,511  $85,229  $267,903  $264,539  $95,943  $86,179 

Total provision for income taxes

 $14,765  $19,815  $69,641  $65,832 

Provision for income taxes

 $11,647  $15,800 

Effective tax rate

  16.5%  23.2%  26.0%  24.9%  12.1%  18.3%

 

FactSet’s effective tax rate is based on recurring factors and nonrecurring events, including the taxation of foreign income. The Company’s effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as discrete and other nonrecurring events that may not be predictable. On December 22, 2017,The lower effective tax rate for the first quarter of fiscal 2019 compared to the same period a year ago is primarily due to the reduction of the U.S. government enacted comprehensive tax legislation through the TCJA. The TCJA significantly revises the U.S. corporate income tax including, lowering the statutory U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018, implementing2018. The first quarter of fiscal 2019 also included a modified territorial tax system and imposing a mandatory$2.3 million revision to the one-time transition tax on accumulated earnings and profits (“E&P”) of foreign subsidiaries, that were previously deferred frominitially recorded during the third quarter of fiscal 2018. The effective tax rate is lower than the applicable U.S. income taxes. federal rate in both periods presented above due to R&D tax benefits and excess tax benefits associated with share-based payments.

While the Company has not finalized the accounting for the tax effects of the enactment of the TCJA, FactSet has made a reasonable estimate of the effects on the existing U.S. deferred tax balances and the one-time transition tax. The Company will continue to refine its calculations, as additional analyses are completed.needed. In addition, the estimates may also be affected by changes in interpretations at the federal and state levels, and any additional regulatory guidance that may be issued.

 

FactSet had approximately $250 million in undistributed foreign E&P generated prior to December 31, 2017, which resulted in a one-time transition tax expense of $23.2 million recorded during the second quarter of fiscal 2018, payable over an eight-year period. This amount may change as the Company finalizes the calculation of foreign E&P previously deferred from U.S. federal taxation, as well as the analysis of available foreign tax credits. Due to the changes in taxation of undistributed foreign earnings under the TCJA, FactSet will continue to analyze foreign subsidiary earnings, as well as global working capital requirements, and may repatriate earnings when the amounts are remitted substantially free of additional tax.

Due to FactSet’s August 31 fiscal year-end, the lower tax rate was phased in, resulting in a blended U.S. statutory federal rate of 25.7% for the full fiscal 2018 year and a 21% rate for subsequent years. The reduction in the statutory federal rate also required the remeasurement of the Company’s net U.S. deferred tax position, which resulted in a non-recurring tax charge of $2.2 million recorded during the second quarter of fiscal 2018. The provisional expense related to the one-time transition tax on the undistributed foreign earnings and the non-recurring tax charge from the remeasurement of deferred taxes were partially offset by the lower blended U.S. statutory rate and the recognition of excess tax benefits from the adoption of the employee share-based payment accounting standard.

Deferred Tax Assets and Liabilities

 

The significant components of deferredDeferred tax assets that are recorded inwithin the Consolidated Balance Sheetsconsolidated balance sheets were as follows:

 

(in thousands)

 

May 31, 2018

  

August 31, 2017

 

Deferred tax assets:

        

Receivable reserve

 $558  $811 

Depreciation on property, equipment and leasehold improvements

  727   2,220 

Deferred rent

  7,874   11,615 

Stock-based compensation

  13,700   20,117 

Purchased intangible assets, including acquired technology

  (22,947)  (32,742)

Other

  8,004   8,059 

Total deferred tax assets

 $7,916  $10,080 


(in thousands)

 

November 30, 2018

  

August 31, 2018

 

Deferred tax assets:

        

Receivable reserve

 $583  $599 

Depreciation on property, equipment and leasehold improvements

  2,050   1,032 

Deferred rent

  7,462   7,711 

Stock-based compensation

  15,341   14,827 

Purchased intangible assets, including acquired technology

  (24,643

)

  (24,059

)

Other

  8,650   9,606 

Total deferred tax assets

 $9,443  $9,716 

 

The significant components of deferredDeferred tax liabilities that are recorded inwithin the Consolidated Balance Sheetsconsolidated balance sheets were as follows:

 

(in thousands)

 

May 31, 2018

  

August 31, 2017

  

November 30, 2018

  

August 31, 2018

 

Deferred tax liabilities:

                

Stock-based compensation

 $(924) $(815) $(1,007

)

 $(946

)

Depreciation on property, equipment and leasehold improvements

  548   168 

Purchased intangible assets, including acquired technology

  23,289   26,231   21,030   22,429 

Other

  714   1,690   686   (293

)

Total deferred tax liabilities

 $23,627  $27,274  $20,709  $21,190 

 

Unrecognized Tax Positions

 

Applicable accounting guidance prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions that a company has taken or expects to take on a tax return. A company can recognize the financial effect of an income tax position only if it is more likely than not (greater than 50%) that the tax position will prevail upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit or expense can be recognized in the consolidated financial statements. The tax benefits recognized are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Additionally, companies are required to accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

 


As of May 31,November 30, 2018, the Company had gross unrecognized tax benefits totaling $8.6$9.8 million including $1recorded as non-current taxes payable within the consolidated balance sheet. This amount includes $1.2 million of accrued interest, recorded as Non-current taxes payable within the Consolidated Balance Sheet. Unrecognized tax benefits represent tax positions taken on tax returns but not yet recognized in the consolidated financial statements.interest. When applicable, the Company adjusts the previously recorded tax expense to reflect examination results when the position is ultimately settled. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that certain federal, foreign, and state tax matters may be concluded in the next 12 months. However, FactSet has no reason to believe that such audits will result in the payment of additional taxes and/or penalties that would have a material adverse effect on the Company’s results of operations or financial position, beyond current estimates. Any changes in accounting estimates resulting from new developments with respect to uncertain tax positions will be recorded as appropriate. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months.

 

The following table summarizes the changes in the balance of gross unrecognized tax benefits during the first ninethree months of fiscal 2018:2019:

 

(in thousands)

 

Unrecognized income tax benefits at August 31, 2017

 $11,484 

Additions based on tax positions related to the current year

  2,458 

Additions for tax positions of prior years

  410 

Statute of limitations lapse

  (3,146)

Reductions from settlements with taxing authorities

  (2,600)

Unrecognized income tax benefits May 31, 2018

 $8,606 

(in thousands)

 

Unrecognized income tax benefits at August 31, 2018

 $9,223 

Additions based on tax positions related to the current year

  497 

Additions for tax positions of prior years

  110 

Unrecognized income tax benefits at November 30, 2018

 $9,830 

 

In the normal course of business, the Company’s tax filings are subject to audit by federal, state and foreign tax authorities.

At May 31,November 30, 2018, the Company remained subject to examination in the following major tax jurisdictions:jurisdictions for the tax years as indicated below:

 

Major Tax Jurisdictions

 

Open Tax Years

 

U.S.

      

Federal

 

 

2015through2018 

State (various)

 

 

2015through2018 

Europe

      

France

 

 

2015through2018 

United Kingdom

 

 

2016through2018 

Germany

 

 

2017through2018 


Major Tax Jurisdictions

Open Tax Years

U.S.

Federal

2015 through 2018

State (various)

2015 through 2018

Europe

United Kingdom

2015 through 2018

France

2016 through 2018

Germany

2017 through 2018

 

 

16. LONG-TERM DEBT

 

FactSet’s debt obligations consisted of the following:

 

(in thousands)

 

May 31,

2018

  

August 31,

2017

 

2017 Revolving Credit Facility

 $574,739  $575,000 

Total Outstanding Debt

 $574,739  $575,000 

(in thousands)

 

November 30,

2018

  

August 31,

2018

 

2017 Revolving Credit Facility (maturity date of March 17, 2020)

 $575,000  $575,000 

 

On March 17, 2017, the Company entered into a Credit Agreement (the “2017 Credit Agreement”) between FactSet, as the borrower, and PNC Bank, National Association (“PNC”), as the administrative agent and lender. The 2017 Credit Agreement provides for a $575.0 million revolving credit facility (the “2017 Revolving Credit Facility”). FactSet may request borrowings under the 2017 Revolving Credit Facility until its maturity date of March 17, 2020. The 2017 Credit Agreement also allows FactSet, subject to certain requirements, to arrange for additional borrowings with PNC for an aggregate amount of up to $225.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million. Borrowings under the loan bear interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus 1.00%. Interest on the loan outstanding is payable quarterly in arrears and on the maturity date. There are no prepayment penalties if the Company elects to prepay the outstanding loan amounts prior to the scheduled maturity date. The principal balance is payable in full on the maturity date.

 

In conjunction with FactSet’s entrance into the 2017 Credit Agreement, the Company borrowed $575.0 million in the form of a LIBOR rate loan under the 2017 Revolving Credit Facility. Proceeds from the 2017 Revolving Credit Facility were also used to fund FactSet’s acquisition of BISAM.

 

All outstanding loan amounts are reported as Long-termLong-term debt within the Consolidated Balance Sheet, and net of related amortized loan origination feesconsolidated balance sheet at May 31,November 30, 2018. The loan origination fees are amortized into interest expense over the term of the loan using the effective interest method. DuringFor the three months ended May 31,November 30, 2018 and 2017, the Company paid approximately $4.3recorded interest expense of $4.7 million and $2.9$3.4 million in interest on its outstanding debt amounts, respectively. DuringThe principal balance is payable in full on the nine months ended May 31, 2018 and 2017, the Company paid approximately $11.3 million and $5.3 million in interest on its outstanding debt amounts, respectively.maturity date. As of May 31,November 30, 2018, no commitment fee was owed by FactSet since it borrowed the full amount under the 2017 Credit Agreement.


 

The 2017 Credit Agreement contained covenants restricting certain FactSet activities, which are usual and customary for this type of loan. In addition, the 2017 Credit Agreement required that FactSet maintain a consolidated leverage ratio, as measured by total funded debt/EBITDA below a specified level as of the end of each fiscal quarter. The Company was in compliance with all of the covenants of the 2017 Credit Agreement as of May 31, 2018 and August 31, 2017.November 30, 2018.

 

 

17. COMMITMENTS AND CONTINGENCIES

 

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. FactSet records liabilities for commitments when incurred (i.e., when the goods or services are received).

 

Lease Commitments

 

At May 31,As of November 30, 2018, FactSetthe Company leased approximately 202,000 square feet of existing office space for its headquarters at 601 Merritt 7, Norwalk, Connecticut. On February 14, 2018, the Company entered into a new lease to relocate its corporate headquarters to 45 Glover Avenue in Norwalk, Connecticut. The new location will comprise approximately 173,000 square feet of office space. FactSet expects toThe Company will take possession of the newly leased property on or around January 1, 2019, for fit-out purposes. The Company will continue to occupy its existing headquarters space until the new headquarters property is ready for occupancy, currently estimated to be in the second quarter of fiscal 2020.

Including new lease agreements executed during fiscal 2018,2019, the Company’s worldwide leased office space increased to approximately 1,760,0001,750,000 square feet at May 31, 2018, up 617,000 square feet, or 54.0%, from August 31, 2017. This increase was primarily related to the lease of additional office space in the Philippines and the new headquarters lease signed in February 2018. The Company’s significant locations are listed under Item 2, Properties, within the Annual Report on Form 10-K for the fiscal year ended August 31, 2017. The Company’svarious non-cancelable operating leases which expire on various dates through 2035. The Company believes the amount of leased office space as of May 31, 2018 is adequate for its current needs and that additional space is available for lease to meet any future needs.


Total minimum rental payments associated with the leases are recorded as rent expense (a component of SG&ASelling, General & Administrative “SG&A” expense) on a straight-line basis over the periods of the respective non-cancelable lease terms. Future minimum commitments for the Company’s operating leases in place as of May 31,November 30, 2018, including the fully executed lease for its new headquarters in Norwalk, Connecticut are as follows:

 

Years ended August 31, (in thousands)

 

Minimum Lease

Payments

 

2018 (remaining three months)

 $10,624 

2019

  41,186 

(in thousands)

Years ended August 31,

 

Minimum Lease

Payments

 
   

2019 (remaining nine months)

 $30,377 

2020

  37,411   37,996 

2021

  34,807   35,504 

2022

  32,450   32,862 

2023

  30,574 

Thereafter

  259,801   230,189 

Total

 $416,279  $397,502 

 

RentFor the three months ended November 30, 2018 and November 30, 2017, rent expense (including operating costs) for all operating leases amounted to $14.1$13.4 million and $12.4$13.0 million, during the three months ended May 31,respectively. As of November 30, 2018, and 2017, respectively. Rent expense for all operating leases amounted to $40.6 million and $35.3 million during the nine months ended May 31, 2018 and 2017, respectively. At May 31, 2018, and August 31, 2017, deferred rent reported within the Consolidated Balance Sheetsconsolidated balance sheet totaled $38.7$36.5 million compared to $39.4 million as of August 31, 2018, of which $32.4 million and $37.4$39.4 million of which $34.4 million and $33.5 million, respectively, waswere reported as a non-current liability within the line item Deferred Rent and Other Non-Current Liabilities. as of November 30, 2018 and August 31, 2018, respectively.

 

Approximately $2.2$1.1 million of standby letters of credit have been issued during the ordinary course of business in connection with the Company’s current leased office space as of May 31,November 30, 2018. These standby letters of credit contain covenants that, among other things, require FactSetthe Company to maintain minimum levels of consolidated net worth and certain leverage and fixed charge ratios. As of May 31,November 30, 2018, FactSet was in compliance with all covenants contained in the standby letters of credit.

 

Purchase Commitments with Suppliers

 

Purchase obligations represent payments due in future periods in respect of commitments to the Company’s various data vendors as well as commitments to purchase goods and services such as telecommunication and computer maintenance services. These purchase commitments are agreements that are enforceable and legally binding on FactSet, and thatthey specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. As of August 31, 2017,2018, the Company had total purchase commitments with suppliers of $81.0$79.0 million. There were no material changes in the Company’s purchase commitments with suppliers during the first ninethree months of fiscal 2018.2019.


 

Contingencies

 

Income Taxes

Uncertain income tax positions are accounted for in accordance with applicable accounting guidance (see Note 15). FactSet is currently under audit by tax authorities and has reserved for potential adjustments to its provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities. The Company believes that the final outcome of these examinations or settlements will not have a material effect on its results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period FactSet determines the liabilities are no longer necessary. If the Company’s estimates of the federal, state, and foreign income tax liabilities are less than the ultimate assessment, a further charge to expense would result.

 

Legal Matters

FactSet accrues non income-taxnon-income-tax liabilities for contingencies when management believes that a loss is probable, and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. The Company is engaged in various legal proceedings, claims and litigation that have arisen in the ordinary course of business, including employment matters, commercial and intellectual property litigation. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information available at May 31,November 30, 2018, FactSet’s management believes that the ultimate outcome of these unresolved matters against the Company, individually or in the aggregate, will not have a material adverse effect on the Company's consolidated financial position, its results of operations or its cash flows.

 


Sales Tax Matters

In the third quarter of fiscal 2018, FactSet received a letter from the Massachusetts Department of Revenue relating to prior tax periods. The letter requested additional sales information in order to determine if a notice of intent to assess should be issued to FactSet. Based upon a preliminary review of theirthe Massachusetts request, the Company believes the state maymight assess sales tax, and underpayment penalties and interest, on previously recorded sales transactions. FactSet disagrees with the preliminary conclusions reached by the state auditor and intends to dispute vigorously these matters. Due to the uncertainty surrounding the assessment process, the Company is unable to reasonably estimate the ultimate outcome of this matter and, as such, has not recorded a liability as of May 31,November 30, 2018. While FactSet believes that it will ultimately prevail if the Company is presented with a formal assessment and is required to pay it, the amount could have a material impact on the Company’s consolidated financial position, cash flows and results of operations.

Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, FactSet has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at FactSet’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments FactSet could be required to make under these indemnification obligations is unlimited; however, FactSet has a director and officer insurance policy that it believes mitigates FactSet'sFactSet’s exposure and may enable FactSet to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification obligations is immaterial.

 

Concentrations of Credit Risk

 

Cash equivalents

Cash and cash equivalents are maintained primarily with five financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties.

 

Accounts Receivable 

Accounts receivable are unsecured and derived from revenuesrevenue earned from clients located around the globe. FactSet does not require collateral from its clients but performs credit evaluations on an ongoing basis. The Company maintains reserves for potential write-offs and evaluates the adequacy of the reserves periodically. These losses have historically been within expectations. No single client represented 10% or more of FactSet’s total revenuesrevenue in any period presented. At May 31,November 30, 2018, the Company’s largest individual client accounted for approximately 2%2.5% of total annual subscriptions, and subscriptions from the ten largest clients did not surpass 15% of total annual subscriptions, consistent with August 31, 2017.2018. As of May 31,November 30, 2018, the receivable reserve was $3.4$4.5 million compared to a reserve of $2.7$3.5 million as of August 31, 2017.2018.


 

Derivative Instruments

As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. FactSet has incorporated counterparty risk into the fair value of its derivative assets and its own credit risk into the value of the Company’s derivative liabilities, when applicable. FactSet calculates credit risk from observable data related to CDScredit default swaps (“CDS”) as quoted by publicly available information. Counterparty risk is represented by CDS spreads related to the senior secured debt of the respective bank with whom FactSet has executed these derivative transactions. BecauseAs CDS spread information is not available for FactSet, the Company’s credit risk is determined based on using a simple average of CDS spreads for peer companies as determined by FactSet.companies. To mitigate counterparty credit risk, FactSet enters into contracts with large financial institutions and regularly reviews its credit exposure balances, as well as the creditworthiness of the counterparties. The Company does not expect any losses as a result of default of its counterparties.

 

1Concentrations of 8Other. SUBSEQUENT EVENT Risk

 

On July 5, 2018,Data Content Providers

Certain data sets that FactSet relies on have a limited number of suppliers, although the Company enteredmakes every effort to assure that, where reasonable, alternative sources are available. FactSet is not dependent on any one third-party data supplier in order to meet the needs of its clients. FactSet combines the data from these commercial databases into a separationits own dedicated single online service, which the client accesses to perform their analysis. No single vendor or data supplier represented more than 10% of employment and general release agreement with Edward Baker-Greene (the “Agreement”), pursuant to which Mr. Baker-Greene will remain in his current position as Chief Human Resources Officer (“CHRO”) until his successor is appointed, participate in an orderly transition of duties toFactSet's total data expenses for the new CHRO and remain an employee of FactSet until his effective termination date ofthree months ended November 30, 2018. In exchange for fulfilling these obligations to the Company, Mr. Baker-Greene will receive, under the terms of the Agreement, the following: (i) a lump sum separation payment of $387,500 on the first scheduled payroll after December 1, 2018; (ii) continued base salary of $300,000 through November 30, 2018; (iii) the acceleration of the vesting of certain outstanding stock options;2018 and (iv) certain other ancillary benefits. The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the full text of the Agreement which is attached hereto as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.2017, respectively.

 


 

 

ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

 

 

 

Executive Overview

 

Key Metrics

 

Results of Operations

 

Liquidity

 

Capital Resources

 

Foreign Currency

 

Off-Balance Sheet Arrangements

 

Share Repurchase Program

 

Contractual Obligations

 

Dividends

 

Significant Accounting Policies and Critical Accounting Estimates

 

New Accounting Pronouncements

 

Market Trends

 

Forward-Looking Factors 

 

Business Developments

 

The MD&A should be read in conjunction with our 2018 Form 10-K, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission, and the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

 

Executive Overview

 

We are a global provider of integrated financial information, analytical applications and industry-leading service for the global investment community. We deliver insight and information to investment professionals through our analytics, service, content, and technology. These professionals include portfolio managers, investment research professionals, investment bankers, risk and performance analysts, and wealth advisors. From streaming real-time data to historical information, including quotes, estimates, news and commentary, we offer uniqueproprietary and third-party content through desktop, web, mobile and off-platform solutions. Our broad application suite offers tools and resources including company and industry analyses, full screening tools, portfolio analysis, risk profiles, alpha-testing, portfolio optimization and research management solutions. With recent acquisitions, we have continued to expand our solutions across the investment lifecycle from idea generation to performance and client reporting. We deliver insight and information to investment professionals through our key workflows of Research, Analytics, Wealth, and Content and Technology Solutions (“CTS”). Our revenues arerevenue is primarily derived from subscriptions to products and services such as workstations, analytics, enterprise data, research management, and trade execution.

 

Business Strategy

As a premier financial solutions provider for the global financial community, we provide workflow solutions and leading analytical applications across the investment lifecycle to create an open and scalable platform. We bring the front, middle and back office together to drive productivity and performance throughout the portfolio lifecycle. Our strategy is focused on growing our business throughout each of our three segments which include the U.S., Europe, and Asia Pacific. We believe this geographical strategic alignment helps us better manage our resources and concentrate on markets that demand our products. To execute on our business strategy of broad-based growth across each geographical segment, we continue to look at ways to create value for our clients by offering data, products and analytical applications within our key workflows of Research, Analytics, Wealth, and Content and Technology Solutions.

Fiscal 20182019 ThirdFirst Quarter in Review

RevenuesRevenue in the thirdfirst quarter were $339.9of fiscal 2019 was $351.6 million, an increase of 8.9%6.8% from the prior year comparable period. Excluding the effectsAs of acquisitions and dispositions completed in the last 12 months and foreign currency,November 30, 2018, organic revenues grew 5.7%annual subscription value (“organic ASV”) plus professional services totaled $1.42 billion, an increase of 6.6% over the previous year. Annual subscription valueprior year comparable period. Revenue and organic ASV plus professional services growth can be attributed to increased demand for our data and technology offerings, primarily in our Wealth workflow through higher enterprise wealth solutions sales and our Content and Technology Solutions (“ASV”CTS”) during the quarter grew 5.3% organically and totaled $1.36 billion as of May 31, 2018. The increase is primarilyworkflow, driven by higherincreased sales of our analytics products, content and technology solutions (“CTS”) and wealth management solutions in addition to our annual international price increase.enterprise data feeds.


 

Operating income increased 6.4%grew 12.8% and diluted earnings per share (“EPS”) increased 15.1%22.6% compared to the prior year period. TheThis increase in operating income and diluted EPS was primarily driven by revenue growth of 6.8%, partially offset by an increase in operating expenses primarily due to data costs, bad debt expense, computer-related expenses and employee compensation. Additionally, diluted EPS benefited from a decrease in our effective tax rate associated with the TCJA and a decrease in diluted shares outstanding as a result of share repurchases.      

As of November 30, 2018, employee count was about 9,600, up 1.9% in the past 12 months, due primarily to an increase in revenue of 8.9%, partially offset by restructuring charges and certain one-time administrative expenses. The increase in EPS was primarily attributable to the lower tax rate from the TCJA and our share repurchase program.

As of May 31, 2018, employee count was 9,197, up 3.5%1.3% in the past 12 months including workforces acquired in the last 12 months.Asia Pacific region. Of our total employees, 2,403 are2,421 were located in the U.S., 1,2301,251 in Europe and 5,5645,928 in the Asia Pacific region.

Additionally, FactSet received 5 industry awards, recognizing the strength of FactSet’s products and people. Awards included Best Data Analytics Provider from Waters Technology IMD/IRN, Best Middle Office solution from FTF News’ Technology Innovation Awards, and Best Buy-Side EMS from Markets Choice Awards.


 

Key Metrics

 

The following is a review of our key metrics:

 

 

As of and for the

Three months ended May 31,

      

As of and for the

Three months ended November 30,

     

(in millions, except client and user counts)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

Revenues

 $339.9  $312.1   8.9% 

Revenue

 $351.6  $329.1   6.8%

Operating income

 $93.3  $87.6   6.4%  $100.5  $89.1   12.8%

Net income

 $74.7  $65.4   14.3%  $84.3  $70.4   19.8%

Diluted EPS

 $1.91  $1.66   15.1%  $2.17  $1.77   22.6%

As reported ASV

 $1,356.2  $1,282.2   5.8%(1) 

Clients

  4,975   4,629   7.5%(2) 

Organic ASV(1)

 $1,400.4  $1,316.8   6.3%

Organic ASV + professional services(2)

 $1,422.5  $1,334.2   6.6%

Clients(3)

  5,297   4,809   10.1%

Users

  89,506   86,025   4.0%(3)   115,209   88,593   30.0%

 

(1) 

InOrganic ASV excludes ASV from acquisitions and dispositions completed within the second quarterlast 12 months, the effects of fiscal 2017, FactSet changed its client count definition to capture clients with ASV greater than $10,000 versus the previous metric of clients with ASV greater than $24,000. The prior year client count was restated to reflect this change for comparison purposes.foreign currency, and professional services.

 

(2)

(2)Professional services fees were $22 million and $17 million as of November 30, 2018 and 2017, respectively.

(3) 

In the secondfirst quarter of fiscal 2017, FactSet2019, we changed its userour client count definition to account for usersnow include clients from workstations previously not captured due to certain product bundling and also usersthe April 2017 acquisition of the StreetAccount web product.FactSet Digital Solutions Group (“FDSG”). The prior year userclient count was not restated to reflect this change for comparison purposes.change.

 

Annual Subscription Value Growth

Annual subscription valueASV at any given point in time represents the forward-looking revenuesrevenue for the next twelve12 months from all subscription services currently being supplied to clients.clients and excludes professional service fees billed in the last 12 months, which are not subscription-based. With proper notice provided to us, our clients are able tocan add to, delete portions of, or terminate service at any time, subject to certain contractual limitations. As of November 30, 2018, our organic ASV totaled $1.36$1.40 billion, at May 31, 2018 and excludesup 6.3% over the prior year comparable period. Organic ASV plus professional services fees billed inincreased to $1.42 billion as of November 30, 2018, up $88.3 million from the last 12 months, which are not subscription-based. We grew organic ASV by $67.5 million, or 5.3%, fromprior year, with a year ago. Organic ASV excludes ASV from acquisitions and dispositions completed within the past 12 months and the effectsgrowth rate of foreign currency.6.6%. The increase in organic ASV during the past three months was driven by highergrowth in our geographic segments and increased sales in our workflow solutions primarily from the Wealth and CTS workflows. Additionally, we have leveraged relationships with existing clients to increase year over year sales through cross-selling and upselling of our analytics products, content and technology solutions (“CTS”) and wealth management solutions as well as our annual international price increase.diversified product suite.

 

Buy-side and sell-side ASV growth rates for the thirdfirst quarter of fiscal 20182019 were 5.3%5.9% and 5.0%8.6%, respectively. Buy-side clients account for 84.4%83.9% of ASV, while the remainder is derived from sell-side firms that perform mergers and acquisitions advisory work, capital markets services and equity research. Our buy-side and sell-side client growth rates for the third quarter of fiscal 2018 were both down year over year due to continuing cost pressure on our clients, cancellations from firm closures and consolidations and an uptick in the length of our selling cycle due to offering more workflow solutions, combined with economic and market uncertainty.

 

As of November 30, 2018, organic ASV from U.S. operations was $843.6$876.9 million, increasing 4.4% over prioran increase of 6.3% organically from a year and 4.4% organically. Theago. This increase is primarily driven by our Wealth workflow, through higher sales of our analytics productscross-selling both to existing and CTS products primarily sold to institutional asset managers.new clients. Organic ASV from international operations was $512.6$523.5 million, increasing 8.1%an increase of 6.4% over prior year and 6.7% organically. International ASV now represents 37.8% of total ASV, compared with 37.0% reported a year ago. This shift in ASVdue to international operations was due primarily to acquisitions completed in the last 12 months, growth in the fixed incomeAnalytics and risk analytics products within the European segment,CTS workflows. International organic ASV represents 37.4% of total organic ASV, an increase in new business sales of analytics products and CTS in Asia Pacific, and our annual international price increase.from 35.5% a year ago.

 

Client and User Additions

Our total client count was 4,9755,297 as of May 31,November 30, 2018, representing a net increase of 80 clients in the past three months. In the second quarter of fiscal 2017, FactSet changed its client count definition to capture clients with ASV greater than $10,000 versus the previous metric of clients with ASV greater than $24,000. The prior year client count was restated to reflect this change for comparison purposes. Client count has increased by 7.5%488 or 10.1% in the last 12 months. WeClient count grew by 155 in the last three months due to both the addition of new sell-side and corporate clients, as well as a change in the client count methodology to include clients from the April 2017 acquisition of FDSG. As part of our long-term growth strategy, we continue to focus on expanding and cultivating relationships with our current existing client base as it is essential to our long-term growth strategy and assists in our upsellthrough sales of workstations, applications, services and content at our existing clients.content.


 

As of May 31,November 30, 2018, there were 89,506115,209 professionals using FactSet. In the second quarter of fiscal 2017, FactSet also changed itsOur user count definition to account for users from workstations previously not captured due to certain product bundling and to include StreetAccount web product users. The prior year user count was restated to reflect this change for comparison purposes. User count increased by 86023,312 in the past three months primarily drivendue to Wealth workstation sales. Over the last 12 months, our user count grew by an30.0% primarily due to the increase in wealthWealth workstation sales.sales mentioned above and increased cross-selling across buy-side and sell-side clients, as well as new client acquisitions.


 

Annual client retention as of May 31,November 30, 2018 was greater than 95% of ASV and 90%91% when expressed as a percentage of clients. The U.S. operations minimized the rate of cancellations and improved client retention in our largest geographic region. Our high retention success demonstrates that arate reflects the strength of our business strategy as the majority of our clients maintain their subscriptions to the FactSet platform year over year, highlighting the strength of our business model.year. As of May 31,November 30, 2018, our largest individual client accounted for approximately 2%2.5% of total subscriptions, and annual subscriptions from our ten largest clients did not surpass 15% of total client subscriptions.

 

Returning Value to Stockholders

On May 7,November 13, 2018, our Board of Directors approved a regular quarterly dividend of $0.64 per share. The cash dividend of $24.6$24.4 million was paid on June 19,December 18, 2018 to common stockholders of record at the close of business on May 31,November 30, 2018. We repurchased 620,000275,000 shares for $122.0$60.4 million during the thirdfirst quarter of fiscal 20182019 under our existing share repurchase program. Over the last 12 months, we have returned $368.9$429.0 million to stockholders in the form of share repurchases and cash dividends, funded by cash generated from operations. As of May 31,November 30, 2018, $309.3$181.3 million remained available for future share repurchases.

 

On March 26, 2018, our Board of Directors approved a $300.0 million expansion of the existing share repurchase program. Subsequent to this expansion, $431.2 million was available for future share repurchases.

Capital Expenditures

Capital expenditures in the thirdfirst quarter of fiscal 20182019 were $6.0$9.5 million, compared with $7.9$5.9 million a year ago. Approximately $3.8Capital expenditures of $6.4 million, or 63.8%67%, of our capital expenditures was for upgradesprimarily related to existing computer systems in Norwalk,corporate infrastructure investments, additional server equipment for our data centers located in New Jersey and Virginia, as well as laptop computers and peripherals for new and existing employees.office space primarily in India. The remainder of our capital expenditures was primarily for the build out of office space, including $1.2with $2.9 million in Hong Kong.related to India.

 

Results of Operations

 

For an understanding of the significant factors that influenced our performance for the ninethree months ended May 31,November 30, 2018 and 2017, respectively, the following discussion should be read in conjunction with the Consolidated Financial Statementsconsolidated financial statements and the Notes to Consolidated Financial Statementsrelated notes presented in this Quarterly Report on Form 10-Q.

 

 Three months ended May 31,  

Nine months ended May 31,

  

Three months ended November 30,

 

(in thousands, except per share data)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

Revenues

 $339,911  $312,120   8.9% $1,004,283  $894,537   12.3%

Revenue

 $351,640  $329,141   6.8%

Cost of services

 $165,073  $146,426   12.7% $489,829  $405,311   20.9% $166,776  $161,524   3.3%

Selling, general and administrative

 $81,573  $78,052   4.5% $236,606  $219,519   7.8% $84,325  $78,519   7.4%

Operating income

 $93,265  $87,642   6.4% $277,848  $269,707   3.0% $100,539  $89,098   12.8%

Net income

 $74,746  $65,414   14.3% $198,262  $198,707   (0.2)% $84,296  $70,379   19.8%

Diluted EPS

 $1.91  $1.66   15.1% $5.01  $5.00   0.2%

Diluted earnings per common share

 $2.17  $1.77   22.6%

Diluted weighted average common shares

  39,104   39,457       39,543   39,736       38,809   39,680     

 

RevenuesRevenue

 

Three months ended May31, 2018 compared to three months ended May31, 2017

RevenuesRevenue for the three months ended May 31,November 30, 2018 were $339.9was $351.6 million, up 8.9%increasing 6.8% compared to the prior year. Our organic revenue growth rate for the three months ended November 30, 2018 was 6.4% compared to the same period a year ago. Organic revenue excludes the effects of acquisitions and dispositions completed in the last 12 months, foreign currency in all periods and deferred revenue fair value adjustments from purchase accounting. The increase isin revenue was primarily driven by the Wealth and CTS workflows. Revenue growth in the Wealth workflow was due to higher sales of our analytics products, content and technology solutions (“CTS”) and wealth management solutionsworkstation product, which also contributed to the growth in addition to our annual international price increase. Within analytics, we saw strong contributions from our risk offering as well as fixed income and equity products.user count. Increased sales in the CTS had a strong third quarterworkflow was driven by enterprise data feeds and continued momentum around our new platform offering both core financialofferings including FactSet Data Exploration and alternative data sets. Wealth ManagementOpen:FactSet. The Research workflow also had a strong quarter with workstation deployments across top tier clients. Offsetting these positiveexperienced revenue growth factors were cancellations, but at a decreased rate. Most of the cancellations were due to firm closuresincreased workstation sales to buy-side and firm consolidations of services leading to redundancies. Excluding the effects of revenue from acquisitions of $7.0 million and $1.9 million in foreign currency, our organiccorporate users. Factors offsetting revenue growth rate was 5.7%include cancellations. Our overall client retention remained high at over 95%.

 


Revenue by Geographic Region

  

Three months ended November 30,

 

(in thousands)

 

2018

  

2017

  

Change

 

U.S.

 $222,203  $208,768   6.4%

% of revenue

  63.2%  63.4%    

Europe

 $97,765  $91,727   6.6%

Asia Pacific

  31,672   28,646   10.6%

International

 $129,437  $120,373   7.5%

% of revenue

  36.8%  36.6%    

Consolidated

 $351,640  $329,141   6.8%

Nine

Three months ended May31,November 30, 2018 compared to three monthnines ended November 30, months ended May 31, 2017

Revenues forRevenue from our U.S. segment increased 6.4% to $222.2 million during the ninethree months ended May 31,November 30, 2018, were $1,004.3 billion, up 12.3%compared to $208.8 million from the same period a year ago, primarily due to the Wealth workflow through higher cross-selling both to existing and new clients. The U.S. region was able to minimize the rate of cancellations, which resulted in improved client retention in our largest region. Organic revenue in the U.S. increased 6.3% compared to the same period a year ago. The increase in revenue was driven by acquisitions, continued momentum from our analytics and CTS products and a solid performance from our wealth products.     


Revenues by Geographic Region

  

Three months ended May 31,

  

Nine months ended May 31,

 

(in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

U.S.

 $210,308  $197,834   6.3% $627,976  $580,090   8.3%

% of revenues

  61.9%  63.4%      62.5%  64.8%    

Europe

 $98,856  $87,327   13.2% $286,789  $235,464   21.8%

Asia Pacific

  30,747   26,959   14.1%  89,518   78,983   13.3%

International

 $129,603  $114,286   13.4% $376,307  $314,447   19.7%

% of revenues

  38.1%  36.6%      37.5%  35.2%    

Consolidated

 $339,911  $312,120   8.9% $1,004,283  $894,537   12.3%

Three months ended May31, 2018compared to three months ended May 31, 2017

RevenuesRevenue from our U.S. segmentoperations accounted for 63.2% of our consolidated revenue during the first quarter of fiscal 2019, comparable to the prior year period of 63.4%.

European revenue increased 6.3%6.6% to $210.3$97.8 million during the three months ended May 31,November 30, 2018, compared to $91.7 million from the same period a year ago, primarilyago. This increase was due to synergies from recent acquisitions with significant operations in European markets, as well as increased sales in the analyticsAnalytics and CTS products sold to institutional asset managers.workflows. Excluding the effects of acquisitions and dispositions completed in the last 12 months, foreign currency, and deferred revenue fair value adjustments from purchase accounting, European organic revenuesrevenue increased 5.4% in the U.S. were up 5.0% compared to the same period a year ago. Revenues from our U.S. operations accounted for 61.9% of our consolidated revenues during the third quarter of fiscal 2018, a decrease from 63.4% in the prior year. This shift in revenues was due primarily to additional revenue from recent acquisitions largely impacting the European segment, as well as international sales growth that outpaced the growth in the U.S. segment. 

European revenues grew 13.2%, compared to the same period a year ago, due primarily to recent acquisitions with significant operations in the European markets, competitive wins in analytics, CTS, increases in workstation sales and our international price increase. Foreign currency exchange rate fluctuations reduced our European revenue growth rate by 200 basis points. Year over year organic growth rates in Europe were negatively impacted by regulatory environment and political events, resulting in delayed purchasing decisions.

Asia Pacific revenue growth of 14.1% was primarily due to an increase in new business with asset managers focused on our risk analytics products and increased sales to existing clients. We also opened a new office in Shanghai, strengthening our position in the growing Chinese market. Foreign currency exchange rate fluctuations increased our Asia Pacific revenue growth rate by 70 basis points.

Ninethree months ended May 31, 2018 compared to nine months ended May31, 2017

Revenues from our U.S. segment increased 8.3% to $628.0 million during the nine months ended May 31, 2018, compared to the same period a year ago. Our U.S. revenue growth rate of 8.3% for the first nine months of fiscal 2018 reflects the performance of our analytics suite, data feed products and incremental revenue from acquisitions completed in the last 12 months. Excluding the effects of acquisitions and dispositions, organic revenues in the U.S. were up 5.0% compared to the prior year period. Revenues from our U.S. operations accounted for 62.5% of our consolidated revenues during the first nine months of fiscal 2018, a decrease from 64.8% in the prior year.

European revenues grew 21.8% during the nine months ended May 31, 2018, compared to the same period a year ago due primarily from recent acquisitions, along with increased sales from analytics and CTS products. Excluding the effects of acquisitions and dispositions completed in the last 12 months and foreign currency, European revenues grew 5.3% for the nine months ended May 31,November 30, 2018 compared to the same period a year ago. Foreign currency exchange rate fluctuations reduced our European revenue growth rate by 20010 basis points.

 

Asia Pacific revenue growth of 13.3%increased 10.6% to $31.7 million during the ninethree months ended May 31, 2018, compared to the same period a year ago was primarilyNovember 30, 2019 due to growth from analytics, both fixed income and equity products, and CTS. Excluding the effects of acquisitions and dispositions completedincreased sales in the last 12 monthsAnalytics and foreign currency,CTS workflows. Asia Pacific revenues grew 13.1%organic revenue increased 10.7%, on par with revenue growth, for the ninethree months ended May 31,November 30, 2018 compared to the same period a year ago. Foreign currency exchange rate fluctuations reduced our Asia Pacific revenuegrowth rate by less than $0.1 million.10 basis points.

 


Operating Expenses

 

 

Three months ended May 31,

  

Nine months ended May 31,

  

Three months ended November 30,

 

(in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

Cost of services

 $165,073  $146,426   12.7% $489,829  $405,311   20.9% $166,776  $161,524   3.3%

SG&A

  81,573   78,052   4.5%  236,606   219,519   7.8%

Selling, general and administrative

  84,325   78,519   7.4%

Total operating expenses

 $246,646  $224,478   9.9% $726,435  $624,830   16.3% $251,101  $240,043   4.6%

Operating Income

 $93,265  $87,642   6.4% $277,848  $269,707   3.0% $100,539  $89,098   12.8%

Operating Margin

  27.4%  28.1%      27.7%  30.2%      28.6%  27.1%    

 

Cost of Services

 

Three months ended May31,November 30, 2018 compared toto three months ended May31,November 30, 2017

For the three months ended May 31,November 30, 2018, cost of services increased 12.7%3.3% to $165.1$166.8 million compared to $146.4$161.5 million in the same period a year ago. Costago primarily due to an increase in data costs, computer-related expenses, and employee compensation expense, including stock-based compensation. However, cost of services, when expressed as a percentage of revenues, was 48.6%revenue, decreased 170 basis points to 47.4% during the thirdfirst quarter of fiscal 2018, an increase2019, compared to the same period a year ago. This decrease is primarily due to increased revenue growth as well as a decrease in costs when expressed as a percentage of 170 basis points over the prior year period primarily drivenrevenue mainly due to lower employee compensation costs, partially offset by restructuring chargeshigher data costs and certain one-time administrationcomputer-related expenses.

 

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues increased 110revenue, decreased 220 basis points in the thirdfirst quarter of fiscal 20182019 compared to the same period a year ago. The increase is primarily due to annual base salary increases,ago, driven mainly by realization of benefits from prior year restructuring actions previously disclosed. This decrease was partially offset by the hiring of 312179 net new employees over the last 12 months, with the majority of their compensation includedrecorded in cost of services, as well as higher annual base salaries and a weaker U.S. dollar resulting in a negative foreign currency impact.employee benefit costs including medical expenditures during the first quarter of fiscal 2019 compared to the prior year period.

 


Amortization of acquired intangible assets,

Data costs, when expressed as a percentage of revenues,revenue, increased in70 basis points due primarily to increased variable data costs to capture incremental revenue combined with data price increases. Computer-related expenses which includes depreciation, maintenance, software and other fees, increased 40 basis points, as a percentage of revenue, primarily due to increased costs from cloud-based hosting and licensed software arrangements.

Selling, General and Administrative

Three months ended November 30, 2018 compared to three months ended November 30, 2017

For the third quarter of fiscalthree months ended November 30, 2018, SG&A expenses increased 7.4% to $84.3 million, compared to $78.5 million in the same period a year ago primarily due to recent acquisitions, which added $93.2 million of intangible assets to be amortized over a weighted-average life of 11.5 years. Data costs, when expressed as a percentage of revenues, increased 40 basis points due primarily from our recent acquisitions and higher variable data costs associated with additional users.

Nine months ended May31, 2018 compared to Nine months ended May31, 2017

For the nine months ended May 31, 2018, cost of services increased 20.9% to $489.8 million, compared to $405.3 million in the same period a year ago. Cost of services, expressed as a percentage of revenues, was 48.8% during the first nine months of fiscal 2018, an increase of 350 basis points over the prior year period. This increase was primarily due to higher employeein bad debt expense, professional fees and compensation costs drivenexpense offset by an increased employee base, restructuring actions, amortization of intangible assets associated with our recent acquisitions, and data costs from acquisitions and additional users.

SG&A

Three months ended May31, 2018 compared to three months ended May31, 2017

For the three months ended May 31, 2018, SG&A expenses increased to $81.6 million, up 4.5%, from $78.1 milliona reduction in the same period a year ago.marketing expense. SG&A expenses, expressed as a percentage of revenues,revenue, were 24.0% during the thirdfirst quarter of fiscal 2018, a decrease of 100 basis points over2019, which was comparable with the prior year periodperiod. When expressed as a resultpercentage of foreign currency exchange gains on hedging activitiesrevenue, employee compensation expense, including stock-based compensation, and increased revenues while holding overhead costs flat on a year over year basismarketing expenses decreased, partially offset by restructuring costs.higher bad debt expense and professional fees compared to the same period a year ago.

 

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues,revenue, decreased 6260 basis points in the thirdfirst quarter of fiscal 20182019 compared to the same period a year ago. The decrease iswas primarily related to adriven by the realization of benefits from prior period restructuring actions previously disclosed, partially offset by annual base salary increases and higher percentage of our employee base working in a cost of services capacity compared to an SG&A role.


Nine months ended May 31, 2018 compared to nine months ended May31, 2017

For the nine months ended May 31, 2018, SG&Abenefit costs including medical expenditures. Marketing expenses increased to $236.6 million, up 7.8% from $219.5 million in the same period a year ago. SG&A expenses, expresseddecreased 20 basis points as a percentage of revenues, was 23.6% during the first nine months of fiscal 2018, a decrease of 100revenue, due to strategic investment decisions surrounding our global marketing initiatives. Professional fees increased 20 basis points overas a percentage of revenue due to an increase in consulting services associated with infrastructure investments.

Operating Income and Operating Margin

Three months ended November 30, 2018 compared to three months ended November 30, 2017

Operating income increased 12.8% to $100.5 million for the three months ended November 30, 2018 compared to $89.1 million in the prior year period. This decreaseOperating income increased due to increased revenue, partially offset by higher data costs, bad debt expense, computer-related expenses and employee compensation costs, including stock-based compensation. Operating margin increased to 28.6% during the first quarter of fiscal 2019 compared to 27.1% in the prior year period. The increase in operating margin on a year over year basis was primarily due to revenue growth outpacing the growth of SG&Ain operating expenses which related expenses on a year over year basis, foreign currency exchange gains on hedging activitiesmainly to an increase in data costs, bad debt expense, and lower employee compensation,computer-related expenses, partially offset by restructuring costs.

Employeea reduction in employee compensation, including stock-based compensation, when expressed as a percentage of revenues decreased 40 basis points during the first nine months of fiscal 2018 compared to the same period a year ago. The decrease is primarily related to a higher percentage of our employee base working in a cost of services capacity compared to an SG&A role.. Compensation for our employees within the content collection, consulting, product development, software and systems engineering groups are recorded within cost of services while employees within our sales and various other support and administrative departments are reflected in SG&A. In the past 12 months, the majority of our hiring has been in departments within cost of services, thus driving a higher percentage of our employee base compensation in this area.

Operating Income and Operating Margin

Three months ended May31, 2018 compared to three months ended May31, 2017

Operating income increased 6.4% to $93.3 million for the three months ended May 31, 2018,compared to the prior year period. Our operating margin during the third quarter of fiscal 2018 was 27.4%, down from 28.1% a year ago. The lower operating margin was primarily due to restructuring charges, higher intangible asset amortization and data costs from recent acquisitions, an increase in employee compensation costs, and a weaker U.S. dollar that resulted in a negative impact from foreign currency, partially offset by a gain on our Indian Rupee foreign exchange hedges.

Nine months ended May31, 2018 compared to nine months ended May31, 2017

Operating income increased 3.0% to $277.8 million for the nine months ended May 31, 2018, compared to the prior year period. Our operating margin during the first nine months of fiscal 2018 was 27.7%, down from 30.2% a year ago. The lower operating margin was primarily due to higher expenses from recent acquisitions, an increase in employee compensation costs, and restructuring actions, partially offset by a gain on our Indian Rupee foreign exchange hedges.revenue.

 

Operating Income by Segment

 

 

Three months ended May 31,

  

Nine months ended May 31,

  

Three months ended November 30,

 

(in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

U.S.

 $37,987  $34,382   10.5% $117,285  $110,574   6.1% $43,841  $40,771   7.5%

Europe

  37,380   37,766   (1.0)%  107,344   114,282   (6.1)%  39,089   32,970   18.6%

Asia Pacific

  17,898   15,494   15.5%  53,219   44,851   18.7%  17,609   15,357   14.7%

Consolidated

 $93,265  $87,642   6.4% $277,848  $269,707   3.0%

Total Operating Income

 $100,539  $89,098   12.8%

 

Our operating segments are aligned with how we manage the business, and the demographic markets in which we serve, and how the chief operating decision makermaking group (“CODMG”) assesses performance. Our internal financial reporting structure is based on three reportable segments, the U.S., Europe and Asia Pacific, which we believe helps us better manage the business and view the markets we serve. Sales, consulting, data collection, product development and software engineering are the primary functional groups within each segment. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, office and other direct expenses. Expenditures associated with our data centers, third partythird-party data costs and corporate headquarters charges are recorded by the U.S. segment and are not allocated to the other segments. The centers of excellence, located in India and the Philippines, primarily focus on content collection that benefit all our segments. The expenses incurred at these locations are allocated to each segment based on a percentage of revenues.revenue.


 

ThreeThree months ended May31,November 30, 2018 compared to three months ended May31November 30, 2017

U.S. operating income increased 10.5%7.5% to $38.0$43.8 million during the three months ended May 31,November 30, 2018 compared to $34.4$40.8 million in the same period a year ago. The increase in U.S. operating income iswas primarily fromdue to revenue growth of 6.3%6.4% and a reduction in compensation expense, partially offset by increases in expenses related to employee compensationincreased data and data costs. U.S. revenue growth was driven by U.S. organic ASV growth of 5.0% and sales of our analytics suite and CTS products to institutional asset managers.computer-related expenses. Employee compensation increaseddecreased primarily due to the realization of benefits from restructuring actions taken in the prior year, partially offset by annual base salary increases restructuring actions and higher employee benefit costs including medical expenditures. Data costs increased due to our recent acquisitionsincreased spend in variable data costs to drive revenue growth. Computer-related expenses, which includes depreciation, maintenance, software and additional users.other fees, increased year over year primarily due to increased costs from cloud-based hosting and licensed software arrangements.

 

European operating income decreased 1.0%increased 18.6% to $37.4$39.1 million during the three months ended May 31,November 30, 2018 compared to $37.8$33.0 million in the same period a year ago. The decreaseincrease in European operating income was primarily due to higher employee compensation, amortizationrevenue growth of intangible assets, and data costs partially offset by revenue growth. The impact6.6% outpacing the growth of foreign currency reduced European operating income by $2.3 millionexpenses which were comparable on a year over year. Amortization of intangible assets increased due to acquired intangible assets from the recent acquisitions, the majority of which reside within our European segment. Data costs increased due to higher data costs related to our recently acquired businesses. These costs were partially offset by European revenue growth from increased sales in fixed income and risk analytics products.year basis.

 

Asia Pacific operating income increased 15.5%14.7% to $17.9$17.6 million during the three months ended May 31,November 30, 2018 compared to $15.5$15.4 million in the same period a year ago. The increase in the Asia Pacific operating income was due to revenue growth of 14.1%,10.6% and benefits from a stronger U.S. dollar, partially offset by a risean increase in employee compensation. The impact of foreign currency increased Asia Pacific operating income by $1.2 million year over year. Asia Pacific revenue growth was due primarily to an increase in new business focused on our risk analytics suite.


Nine months ended May31, 2018 compared to nine months ended May 31, 2017

U.S. operating income increased 6.1% to $117.3 million during the nine months ended May 31, 2018,compared to $110.6 million in the same period a year ago. The increase in U.S. operating income was primarily due to revenue growth of 8.3% partially offset by increases in expenses related to employee compensation, computer equipment and data costs. Employee compensation increased primarily due to annual base salary increases, restructuring actions, and higher employee benefit costs including medical expenditures. Computer-related expenses, which include depreciation, maintenance, software and other fees, increased 20.8% year over year due to upgrades to existing computer systems in Norwalk, additional server equipment in our data centers located in New Jersey and Virginia, as well as laptop computers and peripherals for new and existing employees. Data costs increased primarily to higher third-party data costs from our recent acquisitions and additional users.

European operating income decreased 6.1% to $107.3 million during the nine months ended May 31, 2018, compared to $114.3 million in the same period a year ago. The decrease in European operating income was due to higher employee compensation, amortization of intangible assets, and data costs partially offset by revenue growth of 21.8%. The impact of foreign currency decreased European operating income by $4.8 million year over year. The employee compensation increase was mainly due to annual base salary increases and additional employee headcount in our European offices. The majority of these acquisitions primarily reside within our European segment, leading to increased amortization of intangible assets and data costs compared to the prior year period.

Asia Pacific operating income increased 18.7% to $53.2 million during the nine months ended May 31, 2018, compared to $44.9 million in the same period a year ago. The increase in the Asia Pacific operating income was due to revenue growth of 13.3%, partially offset by increases in employee compensation. The impact of foreign currency increased Asia Pacific operating income by $2.0 million year over year. Employee compensation was higher year over year, as a result of a 6.7%3.8% increase in our Asia Pacific workforce.workforce in the last 12 months. The impact of foreign currency increased Asia Pacific operating income by $1.6 million for the first quarter of fiscal 2019.

 

Income Taxes, Net Income and Diluted Earnings per Share 

 

 

Three months ended May 31,

  

Nine months ended May 31,

  

Three months ended November 30,

 

(in thousands)

 

2018

  

2017

  

Change

  

2018

  

2017

  

Change

  

2018

  

2017

  

Change

 

Provision for income taxes

 $14,765  $19,815   (25.5)% $69,641  $65,832   5.8% $11,647  $15,800   (26.3)%

Net income

 $74,746  $65,414   14.3% $198,262  $198,707   (0.2)% $84,296  $70,379   19.8%

Diluted EPS

 $1.91  $1.66   15.1% $5.01   5.00   0.2%

Diluted earnings per common share

 $2.17  $1.77   22.6%

 

Income Taxes

 

Three months ended May31,November 30, 2018 compared to three months ended May31,November 30, 2017

For the three months ended May 31,November 30, 2018, the provision for income taxes was $14.8$11.6 million, down 25.5%a decrease of 26.3% from the same period a year ago. The decrease was mainly attributable to a lower effective tax rate for the first quarter of fiscal 2019 compared to the same period a year ago primarily due to the impacts from the TCJA. On December 22, 2017,reduction of the U.S. government enacted comprehensive tax legislation through the TCJA. The TCJA, among other things, lowered the statutory U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018, implemented2018. The first quarter of fiscal 2019 also included a modified territorial tax system and imposed a mandatory$2.3 million beneficial revision to the one-time transition tax on accumulated E&Pearnings and profits of foreign subsidiaries, that were previously deferred from U.S. income taxes. Due to our August 31 fiscal year-end,initially recorded during the lower tax rate was phased in, resulting in a blended U.S. statutory federal rate of 25.7% for the full fiscal 2018 year and a 21% rate for subsequent years. Our third quarter fiscal 2018 effective tax rate was 16.5% compared with 23.2% a year ago primarily due to the TCJA.

Nine months ended May31, 2018 compared to nine months ended May31, 2017

For the nine months ended May 31, 2018, the provision for income taxes was $69.6 million, up 5.8% from the same period a year ago. The increase was primarily due to the one-time transition tax expense of $23.2 million and a non-recurring $2.2 million tax expense related to the remeasurement of our net U.S. deferred tax position, both of which were recorded in the second quarter of fiscal 2018. These income tax charges were partially offset by a lower blended statutory rate, the recognition of $7.1 million of excess tax benefits from stock option exercises2018, and a $1.5 million incomehigher R&D tax benefit from settlements with tax authorities. We had approximately $250.0 million in undistributed foreign E&P generated prior to December 31, 2017, which resulted in a provisional amount for the one-time transition tax expense of $23.2 million, payable over an eight-year period. This amount may change as we finalize the calculation of foreign E&P previously deferred from U.S. federal taxation, as well as the analysis of available foreign tax credits. Duecompared to the changes in taxation of undistributed foreign earnings under the TCJA, we will continue to analyze foreign subsidiary earnings, as well as global working capital requirements, and may repatriate earnings when the amounts are remitted substantially free of additional tax. In addition, the estimates may also be affected by changes in interpretations at the federal and state levels, and any additional regulatory guidance that may be issued.prior year period.


Net Income and Diluted Earnings per Share

 

Three months ended November 30, 201May831, 2018 compared to three months ended November 30, 201May31, 20177

Net income increased 14.3%19.8% to $74.7$84.3 million and diluted EPSearnings per share (“EPS”) increased 15.1%22.6% to $1.91$2.17 for the three months ended May 31,November 30, 2018, compared to the three months ended May 31, 2017.same period a year ago. Net income and diluted EPS increased during the third quarter of fiscal 2018 due to $7.4 million of incrementalhigher revenue from acquisitions completedstrong performances across our segments and workflow solutions, a reduction in the last 12 months,income tax provision primarily due to a decrease in the quarterlyour effective tax rate from 23.2% a year ago to 16.5% inassociated with the current quarter and a reduction in our weighted average shares outstanding due to significant share repurchases during the quarter. These benefits wereTCJA reform, partially offset by an increase inhigher data costs, bad debt expense, employee compensation expense, including stock-based compensation, and higher interest expense associated with our outstanding debt and a $1.1 million negative foreign currency impact, which lowered diluted EPS by $0.02.

Nine months ended May31, 2018 compared to ninemonths ended May 31, 2017

Net income decreased 0.2% to $198.3 million while diluted EPS increased 0.2% to $5.01 for the nine months ended May 31, 2018, compared to the nine months ended May 31, 2017. Net income decreased due to restructuring actions initiated during the most recent third quarter and a $3.0 million negative foreign currency impact. .debt. Diluted EPS increased due to the aforementioned dropalso benefited from a $0.9 million reduction in our diluted weighted average shares outstanding.

Adjusted Net Income and Diluted Earnings per Share (non-GAAP)(Details may not sum to totaloutstanding mainly due to rounding)share repurchases.

 

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with U.S. GAAP, we use non-GAAP financial measures including organic revenue, adjusted operating margin, adjusted net income and adjusted diluted EPS have been adjustedearnings per share. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are show in the tables below. These adjustednon-GAAP financial measures are used bothshould not be considered in presenting our resultsisolation from, or as a substitute for or superior to, stockholders andfinancial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the investment community, and also in our internal evaluation and managementitems associated with the operations of the business. Webusiness as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently that we do, limiting the usefulness of those measures for comparative purposes.


Despite the limitations of these non-GAAP financial measures, we believe that these adjusted financial measures and the information they provide are useful to investors because they permit investors to viewin viewing our performance using the same tools that we usemanagement uses to gauge progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.

 

  

Three months ended May 31,

 

(In thousands, except per share data)

 

2018

  

2017

  

Change

 

GAAP net income

 $74,746  $65,414   14.3%

Intangible asset amortization

  5,190   4,305     

Deferred revenue fair value adjustment

  1,242   1,886     

Other non-recurring items

  3,935   3,262     

Income tax expense

     (1,918)    

Adjusted net income

 $85,113  $72,949   16.7%
             

GAAP diluted EPS

 $1.91  $1.66   15.1%

Intangible asset amortization

  0.13   0.11     

Deferred revenue fair value adjustment

  0.03   0.05     

Other non-recurring items

  0.10   0.08     

Income tax expense

     (0.05)    

Adjusted diluted EPS

 $2.18  $1.85   17.8%

Weighted average common shares (diluted)

  39,104   39,457     

The table below provides an unaudited reconciliation of revenues to organic revenues.

  

Three Months Ended

November 30,

 

(In thousands)

 

2018

  

2017

  

Change

 

Revenues

 $351,640  $329,141   6.8%

Deferred revenue fair value adjustment(1)

  1,350   2,719     

Currency impact (foreign currency movements)(2)

  140        

Organic revenues

 $353,130  $331,860   6.4%

(1)

Deferred revenue fair value adjustments from purchase accounting.

(2)

The impact from foreign currency movements over the past 12 months.

 

The presentationtable below provides an unaudited reconciliation of the financial information above is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

Adjustedoperating income, operating margin, net income for the three months ended May 31, 2018 was $85.1 million, an increase of 16.7% from the prior year period. As presented in the table above,and diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income for the three months ended May 31, 2018 excludes $5.2 million (after-tax) of intangible asset amortization, $1.2 million (after-tax) relatedand adjusted diluted EPS. Details may not sum to deferred revenue fair value adjustments from purchase accounting, $3.9 million (after-tax) of non-recurring severance charges, stock-based compensation acceleration and restructuring actions. Adjusted net income for the three months ended May 31, 2017 was $72.9 million, which excludes $4.3 million (after-tax) of intangible asset amortization, $1.9 million (after-tax) relatedtotal due to deferred revenue fair value adjustments from purchase accounting, $3.3 million (after-tax) of non-recurring acquisition costs and $1.9 million of income tax benefits related to finalizing prior years’ tax returns and other discrete items.rounding.

  

Three Months Ended

November 30,

 

(In thousands, except per share data)

  2018(1)   2017(2)  

Change

 

Operating income

 $100,539  $89,098   12.8%

Intangible asset amortization

  5,893   6,158     

Deferred revenue fair value adjustment

  1,350   2,719     

Other items

  3,484   7,146     

Adjusted operating income

 $111,266  $105,121   5.8%

Adjusted operating margin

  31.5%  31.7%    
             

Net income

 $84,296  $70,379   19.8%

Intangible asset amortization(3)

  4,792   4,625     

Deferred revenue fair value adjustment(4)

  1,098   2,042     

Other items(5)

  2,832   5,367     

Income tax items

  (1,709)  (1,547)    

Adjusted net income

 $91,309  $80,866   12.9%
             

Diluted earnings per common share

 $2.17  $1.77   22.6%

Intangible asset amortization

  0.12   0.12     

Deferred revenue fair value adjustment

  0.03   0.05     

Other items

  0.07   0.14     

Income tax items

  (0.04)  (0.04)    

Adjusted diluted earnings per common share

 $2.35  $2.04   15.2%

Weighted average common shares (Diluted)

  38,809   39,680     

(1)

Operating income, net income and diluted EPS in the first quarter of fiscal 2019 were adjusted to exclude (i) intangible asset amortization (ii) deferred revenue fair value adjustments from purchase accounting, and (iii) other items including severance, stock-based compensation expense acceleration, and professional fees related to infrastructure investments. Net income and diluted EPS in the first quarter of fiscal 2019 were also adjusted to exclude income tax benefits primarily related to the TCJA.

(2)

Operating income, net income and diluted EPS in the first quarter of fiscal 2018 were adjusted to exclude (i) intangible asset amortization (ii) deferred revenue fair value adjustments from purchase accounting, and (iii) other items including restructuring. Net income and diluted EPS in the first quarter of fiscal 2018 were also adjusted to exclude income tax benefits primarily from settlements with taxing authorities.

(3)

The intangible asset amortization was recorded net of a tax impact of $1.1 million in the first quarter of fiscal 2019 compared to $1.6 million for the first quarter of fiscal 2018.

 


 

(4)

The deferred revenue fair value adjustment was recorded net of a tax impact of $0.3 million in the first quarter of fiscal 2019 compared to $0.7 million for the first quarter of fiscal 2018.

Fiscal 2018 third quarter adjusted diluted EPS of $2.18 excludes the net effect of the $0.13 detriment from the intangible asset amortization, $0.03 detriment from the deferred revenue fair value adjustments and $0.10 detriment from non-recurring severance charges, stock-based compensation acceleration and restructuring actions. Fiscal 2017 third quarter adjusted diluted EPS of $1.85 excludes the net effect of the $0.24 detriment from the intangible asset amortization, deferred revenue fair value adjustments and non-recurring acquisition costs and $0.05 benefit from finalizing prior years’ tax returns and other discrete items.

(5)

The other items were recorded net of a tax impact of $0.7 million for the first quarter of fiscal 2019 compared with $1.8 million for the first quarter of fiscal 2018.

 

Liquidity

 

The table below, for the periods indicated, provides selected cash flow information:

 

 

Nine months ended May 31,

  

Three months ended November 30,

 

(in thousands)

 

2018

  

2017

  

2018

  

2017

 

Net cash provided by operating activities

 $279,342  $220,312  $46,320  $61,143 

Capital expenditures (1)

  (18,375)  (25,981)  (9,526)  (5,912)

Free cash flow (2)

 $260,967  $194,331  $36,794  $55,231 

Net cash used in investing activities

 $(18,111) $(334,407) $(7,309) $(5,445)

Net cash used in financing activities

 $(241,159) $51,407  $(75,005) $(30,814)

Cash and cash equivalents at end of period

 $213,061  $161,758  $170,378  $221,933 

 

 

(1) 

Included in net cash used in investing activities during each fiscal yearperiod reported.

 

 

(2) 

We define freeFree cash flow is defined as cash provided by operating activities, which includes the cash cost for taxes and changes in working capital, less capital expenditures.

 

Cash and cash equivalents aggregated to $213.1$170.4 million, or 15.1%12.5% of our total assets at May 31,as of November 30, 2018, compared with $161.8to $208.6 million, or 11.9%14.7% of our total assets at Mayas of August 31, 2017.2018. Our cashCash and cash equivalents increased $18.3decreased $38.2 million during the first nine monthsquarter of fiscal 20182019 due to cash provided by operations of $279.3 million and $57.5 million in proceeds from the exercise of employee stock options. These cash inflows were partially offset by $65.0 million in dividend payments, $18.4 million of capital expenditures, $1.7 million from the effects of foreign currency fluctuations, and $235.9outflows related to $64.7 million in share repurchases which(which included $234.8$60.4 million under the existing share repurchase program and $1.1$4.3 million in shares repurchased from employees to cover their cost of taxes upon vesting of restricted stock.stock), $24.3 million in dividend payments, $9.5 million of capital expenditures and $2.3 million from the effects of foreign currency fluctuation. These cash outflows were partially offset by cash inflows related to $46.3 million of net cash provided by operating activities, $14.0 million in proceeds from the exercise of employee stock options and $2.2 million net proceeds from equity investments.

 

Net cash used in investing activities was $18.1$7.3 million in the first ninethree months of fiscal 2018,2019, representing a $316.3$1.9 million decreaseincrease from the same period a year ago. This decreaseincrease was due primarily due to acquisitions completed in the first nine months of fiscal 2017 which represented $301.8 million of total cash used for acquisitions. Additionally, cash used in investing activities decreased year over year due to lowerhigher capital expenditures of $7.6$3.6 million, and a decrease in the purchase ofoffset by net proceeds from equity investments (net of sales)purchases) of $6.8 million year over year.$1.8 million.

 

Net cash used in financing activities was $241.2$75.0 million in the first ninethree months of fiscal 2018,2019, representing a $292.6$44.2 million decrease from the same period a year ago. This decreaseincrease in cash used in financing activities. The increase in cash used in financing activities was primarily due to $275.0 million in proceeds (net of repayment) from the issuance of long-term debt in fiscal 2017 that did not occur in fiscal 2018. In addition to the issuance of debt, the decrease was due to higher dividend payments of $5.9 million,an increase in share repurchases of $21.1$33.0 million, and a reduction of tax benefits from share-based payment arrangements due to the adoption of the accounting standard update, which required us to report $7.1 million in benefits from a financing to an operating activity. Offsetting the above financing activities was also an increasedecrease in proceeds from employee stock plans of $15.4$8.2 million, and an increase in dividend payments of $2.6 million.

 

We expect that for at least the next 12 months, our operating expenses will continue to constitute a significant use of our cash. As of May 31,November 30, 2018, our total cashCash and cash equivalents worldwide was $213.1$170.4 million with $574.7$574.8 million in outstanding borrowings (net of $0.3$0.2 million of unamortized debt issuance costs). Approximately $39.4$40.1 million of our total available cashCash and cash equivalents is held in bank accounts located within the U.S., $118.8$93.7 million in Europe (predominantly within the UK, France, and Germany) and the remaining $54.9$36.6 million is held in the Asia Pacific region.segment. We believe our liquidity (including cash on hand, cash from operating activities and other cash flows that we expect to generate) within each geographic segment will be sufficient to meet our short-term and long-term operating requirements, as they occur, including working capital needs, capital expenditures, dividend payments, stock repurchases, growth objectives and other financing activities. In addition, we expect existing foreign cash, cash equivalents and cash flows from operations to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as capital expenditures, for at least the next 12 months, and thereafter, for the foreseeable future.

 


Free cash flow generated in the ninethree months ended May 31,November 30, 2018 was $261.0$36.8 million, an increasea decrease of 34.3%33.4% compared to the same period a year ago. Free cash flow was attributable to $198.3is the result of $84.3 million of net income, $67.0$22.1 million of non-cash items, $14.1decreased by both $60.1 million of working capital changes less $18.4and $9.5 million in capital expenditures. The year over year free cash flow growth was driven by positive working capital changes totaling $47.5 million and lower capital expenditures of $7.6 million. Working capital improved year over year primarily duedecrease to increased cash collected on our receivables and the adoption of the accounting standard update for share-based payments, which required us to report $7.1 million in benefits from a financing to an operating activity.

Free cash flow generated over the last twelve months was $350.3 million and exceeded net income by 35.9% over that same period. Included in the twelve-month calculation of free cash flow was $379.6 millionprimarily driven by higher net working capital balances and an increase in capital expenditures, partially offset by an increase to net income. Net working capital balances increased year over year due to the timing of net cash provided by operations less $29.3 million of capital expenditures.both supplier payments and payroll, and an increase in our days sales outstanding (“DSO”) to 42 days compared to 40 days in the same period a year ago.


 

Capital Resources

Capital Expenditures

 

Capital expenditures in the thirdfirst quarter of fiscal 20182019 were $6.0$9.5 million, compared with $7.9$5.9 million a year ago. Approximately $3.8Capital expenditures of $6.4 million, or 63.8%67%, of our capital expenditures was for upgradeswere primarily related to existing computer systems in Norwalk,corporate infrastructure investments, additional server equipment infor our data centers located in New Jersey and Virginia, as well as laptop computers and peripherals for new and existing employees.office space primarily in India. The remainder of our capital expenditures was primarily for the build out of office space, including $1.2with $2.9 million in Hong Kong.

Capital expenditures were $18.4 million during the first nine months of fiscal 2018, down from $26.0 million in the same period a year ago. Approximately $12.8 million, or 69.6%, of capital expenditures related to upgrades to existing computer systems at our corporate headquarters in Norwalk, laptop computers and peripherals for new employees and additional servers for our existing data centers. The remainder of our capital expenditures was primarily for the build out of office space including $1.2 million in Hong Kong, $0.9 million in the Netherlands and $0.7 million in New York.India.

Capital Needs

Long-Term Debt

On March 17, 2017, we entered into a Credit Agreement (the “2017 Credit Agreement”) between FactSet, as the borrower, and PNC Bank, National Association (“PNC”), as the administrative agent and lender. The 2017 Credit Agreement provides for aan unsecured $575.0 million revolving credit facility (the “2017 Revolving Credit Facility”). We may request borrowings under the 2017 Revolving Credit Facility until its maturity date of March 17, 2020. The 2017 Credit Agreement also allows us, subject to certain requirements, to arrange for additional borrowings with PNC for an aggregate amount of up to $225.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million. At our option, a borrowing may be in the form of a base rate loan or a LIBOR rate loan. Borrowings under the loan bear interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid currently at 1.00%. Interest on the loan outstanding is payable quarterly in arrears and on the maturity date. There are no prepayment penalties if we elect to prepay the outstanding loan amounts prior to the scheduled maturity date. The principal balance is payable in full on the maturity date.

 

In conjunction with our entrance into the 2017 Credit Agreement, we borrowed $575.0 million in the form of a LIBOR rate loan under the 2017 Revolving Credit Facility. Proceeds from the 2017 Revolving Credit Facility were also used to fund our acquisition of BISAM.

 

All outstanding loan amounts are reported as Long-term debt within the Consolidated Balance Sheet,consolidated balance sheet, presented net of related loan origination fees at May 31,November 30, 2018. The loan origination fees are amortized into interest expense over the term of the loan using the effective interest method. During the three months ended May 31,November 30, 2018 and 2017, we paid approximately $4.3recorded interest expense of $4.7 million and $2.9$3.4 million in interest on our outstanding debt amounts, respectively. During the nine months ended May 31, 2018 and 2017, we paid approximately $11.3 million and $5.3 million in interest on our outstanding debt amounts, respectively. As of May 31,November 30, 2018, no commitment fee was owed by us since we borrowed the full amount under the 2017 Credit Agreement.

In fiscal 2017, FactSet incurred approximately $0.4 million in legal costs to draft and review the 2017 Credit Agreement. These costs were capitalized as loan origination fees and are amortized into interest expense over the term of the loan using the effective interest method.

 

The 2017 Credit Agreement contained covenants restricting certain FactSet activities, which are usual and customary for this type of loan.

In addition, the 2017 Credit Agreement required that we maintain a consolidated leverage ratio, as measured by total funded debt/EBITDA below a specified level as of the end of each fiscal quarter. We were in compliance with all the covenants of the 2017 Credit Agreement as of May 31,November 30, 2018 and August 31, 2017.2018.


 

As of May 31,November 30, 2018, the fair value of our long-term debt was $575.0 million, which we believe approximated the carrying amount as the terms and interest rates approximate market rates given its floating interest rate basis.

 

Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business. Approximately $2.2$1.1 million of standby letters of credit have been issued in connection with our leased office spaces as of May 31,November 30, 2018. These standby letters of credit contain covenants that, among other things, require us to maintain minimum levels of consolidated net worth and certain leverage and fixed charge ratios. As of May 31,November 30, 2018, and August 31, 2017,2018, we were in compliance with all covenants contained in the standby letters of credit.

 

Foreign Currency

 

Foreign Currency Exposure

 

Certain wholly owned subsidiaries within the European and Asia Pacific segments operate under a functional currency different from the U.S. dollar. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average exchange rates for the period for revenuesrevenue and expenses. Translation gains and losses that arise from translating assets, liabilities, revenuesrevenue and expenses of foreign operations are recorded in accumulated other comprehensive (loss) income as a component of stockholders’ equity.

 

As of May 31, 2018Over the next 12 months, our annualized non-U.S. dollar denominated revenuesrevenue expected to be recognized are estimated to be $99.5$91.3 million while our non-U.S. dollar denominated expenses are estimated to be $323.6$328.6 million, which translates into a net foreign currency exposure of $224.1$237.3 million. Our foreign currency exchange exposure is related to our operating expense base in countries outside the U.S., where 74%75% of our employees were located as of May 31,November 30, 2018. During the third quarterfirst three months of fiscal 2018,2019, foreign currency movements decreasedincreased operating income by $1.1$1.7 million, compared to an increase in operating income of $2.5$0.1 million in the same period a year ago. During the first nine months of fiscal 2018, foreign currency movements decreased operating income by $3.0 million, compared to an increase in operating income of $6.4 million in the same period a year ago.


 

Foreign Currency Hedges

As of May 31,November 30, 2018, we maintained foreign currency forward contracts on the Indian Rupee to hedge approximately 75% of our exposures through the third quarter of fiscal 2019 and 50% of our exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2020. We also maintained foreign currency forward contracts on the Philippine Peso to hedge approximately 75% of our exposures through the fourth quarter of fiscal 2020. The gross notional value offollowing foreign currency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 3.7 billion. Thehedge our exposures:

Philippine Peso – foreign currency forward contracts to hedge approximately 75% of our Philippine Peso exposure through the fourth quarter of fiscal 2020.

Indian Rupee – foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the third quarter of fiscal 2019, 50% of our exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2020, and 25% of our exposure from the third quarter of fiscal 2020 through the end of the fourth quarter of fiscal 2020.

Euro – foreign currency forward contracts to hedge approximately 50% of our Euro exposure through the third quarter of fiscal 2019.

British Pound Sterling – foreign currency forward contracts to hedge approximately 50% of our British Pound Sterling exposure through the third quarter of fiscal 2019.

As of November 30, 2018, the gross notional value of foreign currency forward contracts to purchase Philippine Pesos with U.S. dollars was Php 3.1 billion.PHP 2.4 billion, to purchase Indian Rupees with U.S. dollars was Rs. 3.0 billion, to purchase Euros with U.S. dollars was € 14.3 million and to purchase British Pound Sterling with U.S. dollars was £ 9.1 million.

 

There were no other outstanding foreign currency forward contracts as of May 31,November 30, 2018. A gainloss on derivatives of $1.0$0.4 million was recorded into operating income during the three months ended May 31, 2018,first quarter of fiscal 2019, compared to a lossgain of $0.4$0.8 million in the same period aprior year ago. During the first nine months of fiscal 2018, a gain on derivatives of $2.6 million was recorded into operating income, compared to a loss on derivatives of $2.8 million in the same period a year ago.period.

 

Off-Balance Sheet Arrangements

 

At May 31,November 30, 2018 and August 31, 2017,2018, we had no off-balance sheet financing or other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing, other debt arrangements, or other contractually limited purposes.

 

Share Repurchase Program

 

Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. In the thirdfirst quarter of 2018,fiscal 2019, we repurchased 620,000275,000 shares for $122.0$60.4 million under theour existing share repurchase program compared to 300,000 shares for $48.3 million in the same period a year ago. During the first nine months of fiscal 2018, we repurchased 1,204,920 shares for $234.8 million compared to 1,284,822 shares for $208.8 million in the prior year comparable period.program. Over the last 12 months, we have returned $368.9$429.0 million to stockholders in the form of share repurchases and cash dividends. As of May 31,November 30, 2018, $309.3$181.3 million is available for future share repurchases under the existing share repurchase program.


On March 26, 2018, our Board of Directors approved a $300.0 million expansion of the existing share repurchase program. Subsequent to this expansion, $431.2 million is available for future share repurchases.

 

Contractual Obligations

 

Fluctuations in our operating results, the degree of success of our accounts receivable collection efforts, the timing of tax and other payments, as well as necessary capital expenditures to support growth of our operations will impact our liquidity and cash flows in future periods. The effect of our contractual obligations on our liquidity and capital resources in future periods should be considered in conjunction with the factors mentioned here. As of August 31, 2017,2018, we had total purchase commitments of $81.0$79.0 million. There were no material changes in our purchase commitments with suppliers during the first ninethree months of fiscal 2018.2019.

 

On February 14, 2018, we entered into a new lease to relocate our corporate headquarters to 45 Glover Avenue in Norwalk, Connecticut. The new location will comprise approximately 173,000 square feet of office space. We expect towill take possession of the newly leased property on or around January 1, 2019 for fit-out purposes. We will continue to occupy our existing headquarters space until the new headquarters property is ready for occupancy, currently estimated to be in the second quarter of fiscal 2020.

Including new lease agreements executed during fiscal 2018,2019, our worldwide leased office space increased tois approximately 1,760,0001,750,000 square feet at May 31,as of November 30, 2018, up 617,000 square feet, or 54.0%, fromremaining constant since August 31, 2017. This increase was primarily related to additional office space in the Philippines and the new headquarters lease signed in February 2018. Future minimum commitments for our operating leases in place as of May 31,November 30, 2018 totaled $416.3$397.5 million, an increase from $281.7which is comparable to $407.8 million as of August 31, 2017 primarily due to the aforementioned additional office space in the Philippines and the new headquarters lease in Norwalk.2018.

 

As disclosed earlier in the Capital Resources section of thethis MD&A, we entered into the 2017 Credit Agreement on March 17, 2017 and borrowed $575.0 million.

 


With the exception of the new leases entered into in the ordinary course of business, there

There were no other significant changes to our contractual obligations during the first ninethree months of fiscal 2018.2019.

 

Dividends

 

On May 7,November 13, 2018, our Board of Directors approved a regular quarterly cash dividend of $0.64 per share. The $0.08 per share or 14.3% increases marked our 13th consecutive year we have increased dividends, highlighting our continued commitment to returning value to our shareholders. The cash dividend of $24.6$24.4 million was paid on June 19,December 18, 2018, to common stockholders of record at the close of business on May 31,November 30, 2018. Future cash dividends will depend on our earnings, capital requirements, financial condition and other factors considered relevant by us and is subject to final determination by our Board of Directors.

 

Significant Accounting Policies and Critical Accounting Estimates

 

We describe our significant accounting policies in Note 3, Summary of SignificantAccounting Policies,, of the Notesnotes to Consolidated Financial Statementsour consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2018.

 

We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2018. There were no significant changes in our accounting policies or critical accounting estimates during the first ninethree months of fiscal 2018.2019.

 

New Accounting Pronouncements

 

See Note 3, Recent Accounting Pronouncements,, in the Notesnotes to the Consolidated Financial Statementsconsolidated financial statements for a full description of recent accounting pronouncements, including the expected dates of adoption, which we include herein by reference.

 

Market Trends

 

In the ordinary course of business, we are exposed to financial risks involving the volatility of equity markets as well as foreign currency and interest rate fluctuations.

 

Shift from Active to Passive Investment Management

Approximately 84.4%83.9% of our ASV is derived from our investment management clients. The prosperity of these clients is tied to equity assets under management. An equity market decline not only depresses assets under management but also could cause a significant increase in redemption requests to move money out of equities and into other asset classes. Moreover, a shift from active investment management to passive investment management can result in lower demand for our services. Our investment banking clients that provide M&A advisory work, capital markets services and equity research, account for approximately 15.6%16.1% of our ASV. A significant portion of these revenues relatethis revenue relates to services deployed by large, bulge bracketbulge-bracket banks. Credit continues to impact many of the large banking clients due to the amount of leverage deployed in past operations. Our clients could also encounter similar problems.issues. A lack of confidence in the global banking system could cause declines in M&A funded by debt. Additional uncertainty, consolidation and business failures in the global investment banking sector could adversely affect our financial results and future growth. Regardless, the size of banks in general is shrinking as they deleverage their balance sheets and adjust their expense bases to future revenue opportunities. Our revenuesrevenue may decline if banks, including those involved in recent merger activity, significantly reduce headcount in the areas of corporate M&A, capital markets and equity research to compensate for the issues createdchallenges faced by other departments.

 


Foreign Currency Volatility

Due to the global nature of our operations, we conduct business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen and Philippine Peso. To the extent that our international activities increase in the future, our exposure to fluctuations in currency exchange rates will correspondingly increase. To manage this exposure, we utilize derivative instruments (foreign currency forward contracts). By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. Credit risk is managed through the continuous monitoring of exposure to the counterparties associated with these instruments. Our primary objective in holding derivatives is to reduce the volatility of earnings associated with changes in foreign currency.

Brexit

Volatility is expected to continue in the short term as the UK negotiates its exit from the European Union. The initial UK economic performance has been stronger than originally expected as the timeframe from the initial vote increases. Additionally, increased European confidence and UK consumer spending has contributed to the recovery of the economic outlook. The negotiation process is continuing, including the latest milestone of the UK and European Union developing a draft of the legal text for the transition deal. Any impact from Brexit on us will depend, in part, on the longer-term outcome of tariff, trade, regulatory and other negotiations. Although it is unknown what the result of those negotiations will be, it is possible that new terms may adversely affect our operations and financial results. While we evaluate our own risks and uncertainty related to Brexit, we will continue to partner with our clients to help them navigate the fluctuating international markets.

 

MiFID II

In the European Union, the new version of the Markets in Financial Instruments Directive, also known as "MiFID II"“MiFID II”, became effective in January 2018. The main purpose of this initiative was to ensure fairer, safe and more efficient markets and facilitate greater transparency for all participants. The Research workflow is one area where both buy-side and sell-side clients have seen and will continue to see significant change requirements as a result of the MiFID II inducement rules. The goal of the new legislative framework is to strengthen investor protection and improve the functioning of financial markets, making them more efficient, resilient and transparent. New reporting requirements and tests will increase the amount of information available and reduce the use of dark pools and OTC trading. MiFID II requirements have meant pricing models and business practices have had to adapt significantly. We will continue to evaluate our own risks and uncertainty related to MiFID II and partner with our clients to help them navigate these new rules. However, recently we have noticed a substantial interest in our research unbundling solutions,Research workflow, which is part of the opportunity for us, but more importantly, allows our clients to leverage our technology solutions for MiFID II compliance.


 

Forward-Looking Factors

 

Forward-Looking Statements

 

In addition to current and historical information, this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are based on management’s current expectations, estimates, forecast and projections about the industries in which we operate and the beliefs and assumptions of our management. All statements other than statements of historical facts, are statements that could be deemed to be forward-looking statements. These includeaddress expectations, guidance, outlook or projections about the future, including statements about our strategy for growth, product development, revenue, future financial results, anticipated growth, market position, subscriptions, and expected expenditures, trends in our business and financial results.results, are forward-looking statements. Forward-looking statements may be identified by words like “expects,” “believes”, “anticipates,” “plans,” “intends,” “estimates”, “projects,” “should,” “indicates,” “continues,” “ASV,” “subscriptions,” “believes,” “estimates,” “may” and similar expressions. In addition, anyThese statements that refer to projections of our future financial performance, our anticipated growth, trends in our business and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Therefore, actualMany factors, including those discussed more fully elsewhere in this Quarterly Report on Form 10-Q or in any of our other filings with the Securities and Exchange Commission, could cause results mayto differ materially from what is expressed or forecasted in such forward-looking statements. We will publicly update forward-looking statementsthose stated. These factors include, but are not limited to: the ability to integrate newly acquired companies, clients and businesses; strains on resources as a result of growth, the volatility and stability of global securities markets, including declines in equity or fixed income returns impacting the buying power of investment management clients; the ability to hire and retain qualified personnel; the maintenance of our leading technological position and reputation; failure to maintain or improve our competitive position in the marketplace; fraudulent, misappropriation or unauthorized data access, including cyber-security and privacy breaches; failures or disruptions of telecommunications, data centers, network systems, facilities, or the Internet; uncertainty, consolidation and business failures in the global investment banking industry; the continued shift from active to passive investing, the negotiation of contract terms with vendors, data suppliers and landlords; the retention of clients and the attraction of new informationones; the absence of U.S. or foreign governmental regulation restricting international business; the unfavorable resolution of tax assessments and legal proceedings; and legislative and regulatory changes in the environments in which we and our clients operate. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future events in accordance with applicable Securities and Exchange Commission regulations.results could differ materially from historical performance.


 

We intend that all forward-looking statements we make will be subject to safe harbor protection of the federal securities laws as found in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

 

These statements involve certain known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those listed below.in this MD&A above and those listed in Part 1 Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended August 31, 2018. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this Quarterly Report to reflect actual results or future events or circumstances.

 

Business Outlook

 

Starting with our first quarter of fiscal 2018, we provided annual guidance and discontinued quarterly guidance. The following forward-looking statements reflect our expectations as of June 26,September 25, 2018. Given the number of risk factors, uncertainties and assumptions discussed below,in Part 1 Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended August 31, 2018, actual results may differ materially. We do not intend to update our forward-looking statements until our next quarterly results announcement, other than in publicly available statements.

 

Fiscal 2018 Expectations:

2019 Expectations:

We are confirming our guidance, provided in the first quarter of fiscal 2018, for the following metrics:

 

-

Organic ASV plus professional services is expected to increase in the range of $65$75.0 million and $85$90.0 million implying a growth rate in the range of 4.9% to 6.5% compared withover fiscal 2017.2018.

 

-

GAAP Revenues are expected to be in the range of $1.34$1.41 billion and $1.36$1.45 billion.

-

Adjusted operating margin is expected to be in the range of 31.0% and 32.5%.

We are updating our guidance, provided in the first quarter of fiscal 2018, for the following metrics:

 

 

-

GAAP operating margin is expected to be in the range of 27.5%29.0% and 29.0%30.0%. Adjusted operating margin is expected to be in the range of 31.5% and 32.5%.

 

-

OurFactSet’s annual effective tax rate is expected to be in the range of 18.0%17.5% and 19.5%18.5%, primarily as a result of the TCJA. This range excludes the one-time deemed repatriation tax on historical unrepatriated foreign earnings, amongst other provisions related to the TCJA. Our fiscal year end is August 31, resulting in a blended federal statutory tax rate for the full 2018 fiscal year.


 

-

GAAP diluted EPS is now expected to be in the range of $6.92$8.70 and $7.17.$8.90. Adjusted diluted EPS is now expected to be in the range of $8.37$9.45 and $8.62.$9.65. The midpoint of this guidance represents a 12% growth over the prior year.

 

Both GAAP operating margin and GAAP diluted EPS guidance do not include thecertain effects of any non-recurring benefits or charges that may arise in the fourth quarter of fiscal 2018.2019.

 

Business Developments

Planned Departure of Chief Financial Officer

On May 8, 2018, we entered into a separation of employment and general release agreement with Maurizio Nicolelli (the “Separation Agreement”), pursuant to which Mr. Nicolelli will remain in his current position as our Chief Financial Officer (“CFO”) until his successor is appointed, participate in an orderly transition of duties to the new CFO and remain until his effective termination date of December 31, 2018. A copy of the Separation Agreement is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

 

Planned Departure of Chief Human Resources Officer (“CHRO”) and Announcement of Successor

 

OnIn July 5, 2018, we entered into a separation of employment and general release agreement withannounced that Edward Baker-Greene, (the “Agreement”), pursuant to which Mr. Baker-Greene will remain in his current position as ourthe Company’s Chief Human Resources Officer (“CHRO”) until his successor is appointed, participate in an orderly transition of duties to the new CHRO and remain until his effective termination date, would depart FactSet as of November 30, 2018. A copy ofDaniel Viens was appointed as the Agreement is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.new CHRO, effective December 1, 2018.

 


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

In the normal course of business, we are exposed to foreign currency exchange risk and interest rate risk that could impact our financial position and results of operations.

 

Foreign Currency Exchange Risk

 

We conduct business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen and Philippine Peso. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenuesrevenue and expenses. Over the next 12 months, our non-U.S. dollar denominated revenuesrevenue expected to be recognized are estimated to be $99.5$91.3 million while our non-U.S. dollar denominated expenses are estimated to be $323.6$328.6 million, which translates into a net foreign currency exposure of $224.1$237.3 million. To the extent that our international activities recorded in local currencies increase in the future, our exposure to fluctuations in currency exchange rates will correspondingly increase. To manage the exposures related to the effects of foreign exchange rate fluctuations, we utilize derivative instruments (foreign currency forward contracts). By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. We do not believe there is significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a major financial institution. Further, our policy is to deal with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties. Our primary objective in holding derivatives is to reduce the volatility of earnings associated with changes in foreign currency.

 

Foreign Currency Hedges

As of May 31,November 30, 2018, we maintained foreign currency forward contracts on the Indian Rupee to hedge approximately 75% of our exposures through the third quarter of fiscal 2019 and 50% of our exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2020. We also maintained foreign currency forward contracts on the Philippine Peso to hedge approximately 75% of our exposures through the fourth quarter of fiscal 2020. The gross notional value offollowing foreign currency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 3.7 billion. Thehedge our exposures:

Philippine Peso – foreign currency forward contracts to hedge approximately 75% of our Philippine Peso exposure through the fourth quarter of fiscal 2020.

Indian Rupee – foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the third quarter of fiscal 2019, 50% of our exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2020, and 25% of our exposure from the third quarter of fiscal 2020 through the end of the fourth quarter of fiscal 2020.

Euro – foreign currency forward contracts to hedge approximately 50% of our Euro exposure through the third quarter of fiscal 2019.

British Pound Sterling – foreign currency forward contracts to hedge approximately 50% of our British Pound Sterling exposure through the third quarter of fiscal 2019.

As of November 30, 2018, the gross notional value of foreign currency forward contracts to purchase Philippine Pesos with U.S. dollars was Php 3.1 billion.  PHP 2.4 billion, to purchase Indian Rupees with U.S. dollars was Rs. 3.0 billion, to purchase Euros with U.S. dollars was € 14.3 million and to purchase British Pound Sterling with U.S. dollars was £ 9.1 million. There were no other outstanding foreign currency forward contracts as of November 30, 2018.

 

A gainloss on derivatives of $1.0$0.4 million was recorded into operating income during the thirdfirst quarter of fiscal 2018,2019, compared to a loss on derivatives of $0.4 million in the year ago third quarter. During the first nine months of fiscal 2018, a gain on derivatives of $2.6$0.8 million was recorded into operating income, compared to a loss on derivatives of $2.8 million ain the prior year ago.period. The gains and losses on foreign currency forward contracts mitigate the variability in operating expenses associated with currency movements. These transactions are designated and accounted for as cash flow hedges in accordance with applicable accounting guidance. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into operating expenses when the hedged exposure affects earnings. The related cash flow impacts of all our derivative activities are reflected as cash flows from operating activities.

 

A sensitivity analysis was performed based on the estimated fair value of all foreign currency forward contracts outstanding at May 31,November 30, 2018. If the U.S. dollar had been 10% weaker, the fair value of outstanding foreign currency forward contracts would have increased by $10.4$14.0 million, which would have had an immaterial impact on our Consolidated Balance Sheet.consolidated balance sheet. Such a change in fair value of our financial instruments would be substantially offset by changes in our expense base. Had we not had any hedges in place as of May 31,November 30, 2018, a hypothetical 10% weaker U.S. dollar against all foreign currencies from the quoted foreign currency exchange rates at May 31,November 30, 2018, would resulthave resulted in a decrease in operating income by $21.4$7.3 million over the next 12 months. A hypothetical 10% weaker U.S. dollar against all foreign currencies at May 31,November 30, 2018 would increasehave increased the fair value of total assets by $65.3$61.7 million and equity by $59.3$56.7 million.


 

Volatility in the British Pound Sterling exchange rate is expected to continue in the short term as the UK negotiates its exit from the European Union. In the longer term, any impact from Brexit on will depend on, in part, on the outcome of tariff, trade, regulatory and other negotiations.

 

Interest Rate Risk

 

Cash and Cash Equivalents -

The fair market value of our cash and investments at May 31,November 30, 2018 was $243.5$197.8 million. Our cashCash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or less and are reported at fair value. Our investments consist of both mutual funds and certificates of deposit as both are part of the Company’sour investment strategy. These mutual funds and certificates of deposit are included as InvestmentsInvestments (short-term) on our Consolidated Balance Sheetsconsolidated balance sheet as the mutual funds can be liquidated at our discretion and the certificates of deposit have original maturities greater than three months, but less than one year and the mutual funds can be liquidated at that Company’s discretion.year. The mutual funds and certificates of deposit are held for investment and are not considered debt securities. It is anticipated that the fair market value of our cash and investments will continue to be immaterially affected by fluctuations in interest rates. Preservation of principal is the primary goal of our cash and investment policy. Pursuant to our established investment guidelines, we try to achieve high levels of credit quality, liquidity and diversification. Our investment guidelines do not permit us to invest in puts, calls, strips, short sales, straddles, options, commodities, precious metals, futures or investments on margin. Because we have a restrictive investment policy, our financial exposure to fluctuations in interest rates is expected to remain low. We do not believe that the value or liquidity of our cash and investments have been significantly impacted by current market events.

 


Debt

 

Debt -As of May 31,November 30, 2018, the fair value of our long-term debt was $575.0 million, which approximated its carrying amount and was determined based on quoted market prices for debt with a similar maturity. It is anticipated that the fair market value of our debt will continue to be immaterially affected by fluctuations in interest rates and we do not believe that the value of our debt has been significantly impacted by current market events. The debt bears interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid currently at 1.00%. During the three months ended May 31,November 30, 2018 and 2017, we paid approximately $4.3recorded interest expense of $4.7 million and $2.9$3.4 million, in interestrespectively, on our outstanding debt amounts, respectively. During the nine months ended May 31, 2018 and 2017, we paid approximately $11.3 million and $5.3 million in interest on our outstanding debt amounts, respectively.amounts. Assuming all terms of our outstanding long-term debt remained the same, a hypothetical 25 basis point change (up or down) in the one-month LIBOR rate would result in a $1.4 million change into our annual interest expense.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of its disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s thirdfirst quarter of fiscal 20182019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The information set forth under Note 17, Commitments and Contingencies, contained in the Notesnotes to the Consolidated Financial Statementsconsolidated financial statements of this Quarterly Report on Form 10-Q is incorporated by reference in answer to this Item.

 

ITEM 1A. RISK FACTORS

 

There were no material changes during the first ninethree months of fiscal 20182019 to the risk factors identified in the Company’s fiscal 20172018 Annual Report on Form 10-K, with the exception of the cybersecurity risk, additional regulation of data privacy and protection of personal information and ongoing and other probably audits by tax authorities, all of which are further disclosed below.10-K.

Cyber threats and Security Vulnerabilities

In providing FactSet software-enabled services to customers, the Company relies on information technology infrastructure that is primarily managed internally, along with some reliance placed on third-party service providers. These third-parties are also subject to the risks and there is no guarantee that they will maintain systems and procedures sufficient to protect against system failures and security breaches, including cyber-attacks. FactSet also makes acquisitions periodically and while significant effort is placed on addressing any information technology security issues with respect to the acquired companies, the Company may still inherit such risks when these acquisitions are integrated within FactSet.

Cyber threats are constantly evolving. FactSet could suffer significant damage to its brand and reputation if a cyber-attack or other security incident were to allow unauthorized access to or modification of customers’ or suppliers’ data, other external data, internal data or information technology systems, if the services provided to customers were disrupted, or if products or services are perceived as having security vulnerabilities. The costs FactSet would incur to address and resolve these security incidents would increase the Company’s expenses. These types of security incidents could also lead to lawsuits, regulatory investigations and claims and increased legal liability.

Data Privacy and Protection of Personal Information

Many jurisdictions in which the Company operates have laws and regulations relating to data privacy and protection of personal information, including the European Union General Data Protection Regulation (“GDPR”) effective May 25, 2018. GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection and certain abilities of persons whose data is stored to correct or delete such about themselves. Failure to comply with GDPR requirements could result in penalties of up to 4% of worldwide revenue. The law in this area continues to develop and the changing nature of privacy laws in the European Union and elsewhere could impact the Company’s processing of personal and sensitive information related to FactSet’s content operations, employees, clients, and vendors.

Ongoing and Other Probable Audits by Tax Authorities

In the ordinary course of business, FactSet is subject to tax examinations by various governmental tax authorities. The global and diverse nature of the Company’s business means that there could be additional examinations in the future by governmental tax authorities and the resolution of ongoing and other probable audits can impose a future risk to the results of our business.

In the third quarter of fiscal 2018, FactSet received a letter from the Massachusetts Department of Revenue relating to prior tax periods. The letter requested additional sales information in order to determine if a notice of intent to assess should be issued to FactSet. Based upon a preliminary review of their request, the Company believes the state may assess sales tax, and underpayment penalties and interest, on previously recorded sales transactions. FactSet disagrees with the preliminary conclusions reached by the state auditor and intends to dispute vigorously these matters. Due to the uncertainty surrounding the assessment process, the Company is unable to reasonably estimate the ultimate outcome of this matter and as such, has not recorded a liability as of May 31, 2018. While FactSet believes that it will ultimately prevail, if the Company is presented with a formal assessment and is required to pay it, the amount could have a material impact on the Company’s consolidated financial position, cash flows and results of operations.


 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

 

(c) Issuer Purchases of Equity Securities (in thousands, except per share data)

 

The following table provides a month-to-month summary of the share repurchase activity under the current stock repurchase program during the three months ended May 31,November 30, 2018:

 

 

Period

 

Total number
of shares
purchased

  

Average
price paid per
share

  

Total number of
shares purchased as
part of publicly
announced plans or
programs

  

Maximum number of shares
(or approximate dollar value)
that may yet be
purchased under the plans or
programs (in US$)

 
             

March 2018*

  65,000  $200.02   65,000  $418,237 

April 2018

  465,000  $196.21   465,000  $326,999 

May 2018

  90,000  $196.93   90,000  $309,275 

Total

  620,000       620,000     

Period

 

Total number of

shares purchased(1)

  

Average price

paid per share

  

Total number of
shares purchased

as part of publicly

announced plans

or programs(2)

  

Maximum

number of shares
(or approximate

dollar value)
that may yet be
purchased under

the plans or
programs (in US$)(2)

 
             

September 2018

  15,000  $224.48   15,000  $238,383 

October 2018

  253,735  $219.31   250,000  $183,549 

November 2018

  25,615  $222.70   10,000  $181,309 

Total

  294,350       275,000     

 

*On March 26, 2018, FactSet’s Board of Directors approved a $300.0 million expansion to the existing share repurchase program. Including the approved $300.0 million expansion to the program, $309.3 million remains authorized for future share repurchases. Repurchases will

(1)

Includes 275,000 shares purchased under the existing stock repurchase program, as well as 19,350 shares repurchased from employees to cover their cost of taxes upon vesting of restricted stock.

(2)

Repurchases may be made from time to time in the open market and privately negotiated transactions,, subject to market conditions. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 


 

ITEM 6. EXHIBITS

 

(a)

EXHIBITS

(a) EXHIBITS:

The information required by this Item is set forth below.

 

Incorporated by Reference

Exhibit

Number

Exhibit

Description

Form

File No.

Exhibit No.

Filing Date

Filed

Herewith

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

X

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

X

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

XBRL Taxonomy Extension Label Linkbase

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

X


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FACTSET RESEARCH SYSTEMS INC.

(Registrant)

Date: January 9, 2019

/s/ HELEN L. SHAN

Helen L. Shan

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ MATTHEW J. MCNULTY
Matthew J. McNulty
Senior Vice President, Controller
(Principal Accounting Officer)


EXHIBIT INDEX

EXBHIT NUMBER

 

DESCRIPTION

   

10.1

Separation Agreement and General Release of Claims, dated May 8, 2018

10.2

Separation Agreement and General Release of Claims, dated July 5, 2018

31.1

 

Section 302 Certification of Principalthe Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2

 

Section 302 Certification of Principalthe Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 Certification of Principal Executive Officerthe Sarbanes-Oxley Act of 2002.

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 Certification of Principal Financial Officerthe Sarbanes-Oxley Act of 2002

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

46

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FACTSET RESEARCH SYSTEMS INC.
(Registrant)
Date: July 10, 2018/s/ MAURIZIO NICOLELLI
Maurizio Nicolelli
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)

/s/ MATTHEW J. MCNULTY

Matthew J. McNulty

Senior Vice President, Controller

(Principal Accounting Officer)


EXHIBIT INDEX

EXBHIT NUMBER

DESCRIPTION

10.1

Separation Agreement and General Release of Claims, dated May 8, 2018

10.2

Separation Agreement and General Release of Claims, dated July 5, 2018

31.1

Section 302 Certification of Principal Executive Officer

31.2

Section 302 Certification of Principal Financial Officer

32.1

Section 906 Certification of Principal Executive Officer

32.2

Section 906 Certification of Principal Financial Officer

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

49