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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Verisk Analytics Inc | NASDAQ:VRSK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.46 | -0.66% | 221.33 | 221.14 | 221.91 | 223.61 | 220.66 | 220.66 | 815,689 | 00:46:58 |
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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
26-2994223
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.)
|
|
|
|
545 Washington Boulevard
|
|
|
Jersey City
|
|
|
NJ
|
|
07310-1686
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange where registered
|
Common Stock $.001 par value
|
VRSK
|
NASDAQ Global Select Market
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
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|
|
|
|
|
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|
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Emerging growth company
|
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☐
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Page Number
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PART I — FINANCIAL INFORMATION
|
|
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Exhibit 31.1
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Exhibit 31.2
|
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Exhibit 32.1
|
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
|
||
|
(in millions, except for share and per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
204.4
|
|
|
$
|
184.6
|
|
Accounts receivable, net of allowance for doubtful accounts of $13.8 and $11.7, respectively
|
|
523.3
|
|
|
|
441.6
|
|
Prepaid expenses
|
|
66.6
|
|
|
|
60.9
|
|
Income taxes receivable
|
|
—
|
|
|
|
25.9
|
|
Other current assets
|
|
19.7
|
|
|
|
17.8
|
|
Current assets held for sale
|
|
—
|
|
|
|
14.1
|
|
Total current assets
|
|
814.0
|
|
|
|
744.9
|
|
Noncurrent assets:
|
|
|
|
|
|
||
Fixed assets, net
|
|
549.3
|
|
|
|
548.1
|
|
Operating lease right-of-use assets, net
|
|
208.6
|
|
|
|
218.6
|
|
Intangible assets, net
|
|
1,306.6
|
|
|
|
1,398.9
|
|
Goodwill
|
|
3,742.6
|
|
|
|
3,864.3
|
|
Deferred income tax assets
|
|
9.1
|
|
|
|
9.8
|
|
Other noncurrent assets
|
|
297.9
|
|
|
|
159.8
|
|
Noncurrent assets held for sale
|
|
—
|
|
|
|
110.8
|
|
Total assets
|
$
|
6,928.1
|
|
|
$
|
7,055.2
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
315.6
|
|
|
$
|
375.0
|
|
Acquisition-related liabilities
|
|
109.5
|
|
|
|
111.2
|
|
Short-term debt and current portion of long-term debt
|
|
444.0
|
|
|
|
499.4
|
|
Deferred revenues
|
|
668.4
|
|
|
|
440.1
|
|
Operating lease liabilities
|
|
38.7
|
|
|
|
40.6
|
|
Income taxes payable
|
|
21.7
|
|
|
|
6.8
|
|
Current liabilities held for sale
|
|
—
|
|
|
|
18.7
|
|
Total current liabilities
|
|
1,597.9
|
|
|
|
1,491.8
|
|
Noncurrent liabilities:
|
|
|
|
|
|
||
Long-term debt
|
|
2,652.4
|
|
|
|
2,651.6
|
|
Deferred income tax liabilities
|
|
349.6
|
|
|
|
356.0
|
|
Operating lease liabilities
|
|
198.6
|
|
|
|
208.1
|
|
Other liabilities
|
|
49.1
|
|
|
|
48.8
|
|
Noncurrent liabilities held for sale
|
|
—
|
|
|
|
38.1
|
|
Total liabilities
|
|
4,847.6
|
|
|
|
4,794.4
|
|
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued; 162,498,132 and 163,161,564 shares outstanding, respectively
|
|
0.1
|
|
|
|
0.1
|
|
Additional paid-in capital
|
|
2,404.6
|
|
|
|
2,369.1
|
|
Treasury stock, at cost, 381,504,906 and 380,841,474 shares, respectively
|
|
(4,018.9
|
)
|
|
|
(3,849.9
|
)
|
Retained earnings
|
|
4,353.4
|
|
|
|
4,228.4
|
|
Accumulated other comprehensive losses
|
|
(658.7
|
)
|
|
|
(486.9
|
)
|
Total stockholders’ equity
|
|
2,080.5
|
|
|
|
2,260.8
|
|
Total liabilities and stockholders’ equity
|
$
|
6,928.1
|
|
|
$
|
7,055.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
|
|
||
|
(in millions, except for share and per share data)
|
||||||
Revenues
|
$
|
689.8
|
|
|
$
|
625.0
|
|
Operating expenses:
|
|
|
|
|
|
||
Cost of revenues (exclusive of items shown separately below)
|
|
257.7
|
|
|
|
231.4
|
|
Selling, general and administrative
|
|
112.1
|
|
|
|
111.4
|
|
Depreciation and amortization of fixed assets
|
|
46.1
|
|
|
|
46.6
|
|
Amortization of intangible assets
|
|
41.0
|
|
|
|
33.2
|
|
Other operating income
|
|
(19.4
|
)
|
|
|
—
|
|
Total operating expenses
|
|
437.5
|
|
|
|
422.6
|
|
Operating income
|
|
252.3
|
|
|
|
202.4
|
|
Other income (expense):
|
|
|
|
|
|
||
Investment loss and others, net
|
|
(2.1
|
)
|
|
|
(0.4
|
)
|
Interest expense
|
|
(33.5
|
)
|
|
|
(31.9
|
)
|
Total other expense, net
|
|
(35.6
|
)
|
|
|
(32.3
|
)
|
Income before income taxes
|
|
216.7
|
|
|
|
170.1
|
|
Provision for income taxes
|
|
(45.0
|
)
|
|
|
(35.7
|
)
|
Net income
|
$
|
171.7
|
|
|
$
|
134.4
|
|
Basic net income per share
|
$
|
1.05
|
|
|
$
|
0.82
|
|
Diluted net income per share
|
$
|
1.04
|
|
|
$
|
0.81
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
||
Basic
|
|
162,894,306
|
|
|
|
163,528,343
|
|
Diluted
|
|
165,724,120
|
|
|
|
166,544,945
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
|
|
||
|
(in millions)
|
||||||
Net income
|
$
|
171.7
|
|
|
$
|
134.4
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||
Foreign currency translation adjustment
|
|
(172.6
|
)
|
|
|
58.5
|
|
Pension and postretirement liability adjustment
|
|
0.8
|
|
|
|
1.1
|
|
Total other comprehensive (loss) income
|
|
(171.8
|
)
|
|
|
59.6
|
|
Comprehensive (loss) income
|
$
|
(0.1
|
)
|
|
$
|
194.0
|
|
|
Common Stock Issued
|
|
Par Value
|
|
Additional
Paid-in Capital
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Losses
|
|
Total Stockholders’ Equity
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
(in millions, except for share data)
|
|||||||||||||||||||||||||
Balance, January 1, 2020
|
544,003,038
|
|
|
$
|
0.1
|
|
|
$
|
2,369.1
|
|
|
$
|
(3,849.9
|
)
|
|
$
|
4,228.4
|
|
|
$
|
(486.9
|
)
|
|
$
|
2,260.8
|
|
Adjustment to opening retained earnings related to Topic 326
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2.4
|
)
|
|
|
—
|
|
|
|
(2.4
|
)
|
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
171.7
|
|
|
|
—
|
|
|
|
171.7
|
|
Common stock dividend (1)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(44.3
|
)
|
|
|
—
|
|
|
|
(44.3
|
)
|
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(171.8
|
)
|
|
|
(171.8
|
)
|
Treasury stock acquired (1,124,368 shares)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(173.8
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(173.8
|
)
|
Stock options exercised (449,007 shares transferred from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
14.8
|
|
|
|
4.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19.5
|
|
Stock-based compensation expense
|
—
|
|
|
|
—
|
|
|
|
19.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19.6
|
|
Other stock issuances (11,929 shares transferred from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
1.1
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.2
|
|
Balance, March 31, 2020
|
544,003,038
|
|
|
$
|
0.1
|
|
|
$
|
2,404.6
|
|
|
$
|
(4,018.9
|
)
|
|
$
|
4,353.4
|
|
|
$
|
(658.7
|
)
|
|
$
|
2,080.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, January 1, 2019
|
544,003,038
|
|
|
$
|
0.1
|
|
|
$
|
2,283.0
|
|
|
$
|
(3,563.2
|
)
|
|
$
|
3,942.6
|
|
|
$
|
(591.9
|
)
|
|
$
|
2,070.6
|
|
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
134.4
|
|
|
|
—
|
|
|
|
134.4
|
|
Common stock dividend (1)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(41.0
|
)
|
|
|
—
|
|
|
|
(41.0
|
)
|
Other comprehensive income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
59.6
|
|
|
|
59.6
|
|
Treasury stock acquired (636,590 shares)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(75.0
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(75.0
|
)
|
Stock options exercised (307,270 shares transferred from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
8.7
|
|
|
|
2.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11.6
|
|
Stock-based compensation expense
|
—
|
|
|
|
—
|
|
|
|
9.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.2
|
|
Other stock issuances (11,504 shares transferred from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
1.0
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.1
|
|
Balance, March 31, 2019
|
544,003,038
|
|
|
$
|
0.1
|
|
|
$
|
2,301.9
|
|
|
$
|
(3,635.2
|
)
|
|
$
|
4,036.0
|
|
|
$
|
(532.3
|
)
|
|
$
|
2,170.5
|
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
|
||
|
(in millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
171.7
|
|
|
$
|
134.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization of fixed assets
|
|
46.1
|
|
|
|
46.6
|
|
Amortization of intangible assets
|
|
41.0
|
|
|
|
33.2
|
|
Amortization of debt issuance costs and original issue discount, net of original issue premium
|
|
0.3
|
|
|
|
0.9
|
|
Provision for doubtful accounts
|
|
1.5
|
|
|
|
1.2
|
|
Gain on sale of assets
|
|
(19.4
|
)
|
|
|
—
|
|
Stock-based compensation expense
|
|
19.6
|
|
|
|
9.2
|
|
Realized loss (gain) on available-for-sale securities, net
|
|
0.5
|
|
|
|
(0.4
|
)
|
Deferred income taxes
|
|
(0.1
|
)
|
|
|
3.3
|
|
Loss on disposal of fixed assets, net
|
|
0.3
|
|
|
|
—
|
|
|
|
|
|
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
|
(96.5
|
)
|
|
|
(81.6
|
)
|
Prepaid expenses and other assets
|
|
(18.5
|
)
|
|
|
(2.2
|
)
|
Operating lease right-of-use assets, net
|
|
9.3
|
|
|
|
8.8
|
|
Income taxes
|
|
41.0
|
|
|
|
25.3
|
|
Acquisition-related liabilities
|
|
0.2
|
|
|
|
8.4
|
|
Accounts payable and accrued liabilities
|
|
(62.0
|
)
|
|
|
(35.8
|
)
|
Deferred revenues
|
|
237.6
|
|
|
|
217.7
|
|
Operating lease liabilities
|
|
(10.5
|
)
|
|
|
(9.1
|
)
|
Other liabilities
|
|
0.5
|
|
|
|
6.2
|
|
Net cash provided by operating activities
|
|
362.6
|
|
|
|
366.1
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisitions, net of cash acquired of $0 and $3.7, respectively
|
|
—
|
|
|
|
(69.1
|
)
|
Proceeds from sale of assets
|
|
23.1
|
|
|
|
—
|
|
Purchase of investments in a nonpublic company
|
|
(63.8
|
)
|
|
|
—
|
|
Capital expenditures
|
|
(52.9
|
)
|
|
|
(45.2
|
)
|
Other investing activities, net
|
|
6.1
|
|
|
|
(6.0
|
)
|
Net cash used in investing activities
|
|
(87.5
|
)
|
|
|
(120.3
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||
Repayments of short-term debt, net
|
|
(75.0
|
)
|
|
|
(245.0
|
)
|
Proceeds from issuance of short-term debt with original maturities greater than three months
|
|
20.0
|
|
|
|
—
|
|
Repayments of current portion of long-term debt
|
|
—
|
|
|
|
(250.0
|
)
|
Proceeds from issuance of long-term debt, inclusive of original issue premium and net of original issue discount
|
|
—
|
|
|
|
397.9
|
|
Payment of debt issuance costs
|
|
—
|
|
|
|
(2.9
|
)
|
Repurchases of common stock
|
|
(173.8
|
)
|
|
|
(75.0
|
)
|
Proceeds from stock options exercised
|
|
19.2
|
|
|
|
11.6
|
|
Dividends paid
|
|
(43.9
|
)
|
|
|
(40.9
|
)
|
Other financing activities, net
|
|
(1.9
|
)
|
|
|
(2.1
|
)
|
Net cash used in financing activities
|
|
(255.4
|
)
|
|
|
(206.4
|
)
|
Effect of exchange rate changes
|
|
(0.2
|
)
|
|
|
0.6
|
|
Increase in cash and cash equivalents
|
|
19.5
|
|
|
|
40.0
|
|
Cash and cash equivalents classified within current assets held for sale, beginning of period
|
|
0.3
|
|
|
|
—
|
|
Cash and cash equivalents, beginning of period
|
|
184.6
|
|
|
|
139.5
|
|
Cash and cash equivalents, end of period
|
$
|
204.4
|
|
|
$
|
179.5
|
|
Supplemental disclosures:
|
|
|
|
|
|
||
Income taxes paid
|
$
|
4.1
|
|
|
$
|
7.5
|
|
Interest paid
|
$
|
22.6
|
|
|
$
|
15.3
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
||
Debt issuance costs included in accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
1.0
|
|
Deferred tax asset established on date of acquisition
|
$
|
—
|
|
|
$
|
0.1
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
—
|
|
|
$
|
247.6
|
|
Finance lease obligations
|
$
|
1.5
|
|
|
$
|
1.7
|
|
Operating lease additions, net of terminations
|
$
|
1.6
|
|
|
$
|
—
|
|
Fixed assets included in accounts payable and accrued liabilities
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Dividend payable included in other liabilities
|
$
|
1.0
|
|
|
$
|
0.1
|
|
Gain on sale of assets
|
$
|
3.5
|
|
|
$
|
—
|
|
Held for sale assets contributed to a nonpublic company
|
$
|
65.9
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Insurance:
|
|
|
|
|
|
||
Underwriting & rating
|
$
|
344.1
|
|
|
$
|
305.9
|
|
Claims
|
|
145.3
|
|
|
|
147.7
|
|
Total Insurance
|
|
489.4
|
|
|
|
453.6
|
|
Energy and Specialized Markets
|
|
160.1
|
|
|
|
128.4
|
|
Financial Services
|
|
40.3
|
|
|
|
43.0
|
|
Total revenues
|
$
|
689.8
|
|
|
$
|
625.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
|
|
||
U.S.
|
$
|
523.6
|
|
|
$
|
480.6
|
|
U.K.
|
|
45.8
|
|
|
|
44.2
|
|
Other countries
|
|
120.4
|
|
|
|
100.2
|
|
Total revenues
|
$
|
689.8
|
|
|
$
|
625.0
|
|
Level 1 -
|
|
Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded
instruments.
|
|
|
|
Level 2 -
|
|
Assets or liabilities valued based on observable market data for similar instruments.
|
|
|
|
Level 3 -
|
|
Assets or liabilities for which significant valuation assumptions are not readily observable in the market;
instruments valued based on the best available data, some of which are internally-developed, and considers
risk premiums that market participants would require.
|
|
|
|
2020
|
|
2019
|
||||||||||||
|
Fair Value Hierarchy
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial instruments not carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt excluding finance lease liabilities and syndicated revolving credit facility debt issuance costs
|
Level 2
|
|
$
|
2,650.5
|
|
|
$
|
2,895.0
|
|
|
$
|
2,650.4
|
|
|
$
|
2,902.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Lease cost:
|
|
|
|
|
|
||
Operating lease cost (1)
|
$
|
12.4
|
|
|
$
|
12.1
|
|
Finance lease cost
|
|
|
|
|
|
||
Depreciation of finance lease assets (2)
|
|
1.6
|
|
|
|
2.8
|
|
Interest on finance lease liabilities (3)
|
|
0.2
|
|
|
|
0.4
|
|
Total lease cost
|
$
|
14.2
|
|
|
$
|
15.3
|
|
|
|
|
|
|
|
||
Other information:
|
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
|
||
Operating cash outflows from operating leases
|
$
|
(13.6
|
)
|
|
$
|
(12.5
|
)
|
Operating cash outflows from finance leases
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
Financing cash outflows from finance leases
|
$
|
(1.9
|
)
|
|
$
|
(2.1
|
)
|
Weighted-average remaining lease term - operating leases
|
|
9.3 years
|
|
|
|
9.7 years
|
|
Weighted-average remaining lease term - finance leases
|
|
2.2 years
|
|
|
|
2.8 years
|
|
Weighted-average discount rate - operating leases
|
|
4.0
|
%
|
|
|
3.9
|
%
|
Weighted-average discount rate - finance leases
|
|
3.7
|
%
|
|
|
4.4
|
%
|
|
|
March 31, 2020
|
||||||
Years Ending
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
|
$
|
36.2
|
|
|
$
|
4.4
|
|
2021
|
|
|
39.1
|
|
|
|
3.0
|
|
2022
|
|
|
35.3
|
|
|
|
0.7
|
|
2023
|
|
|
30.5
|
|
|
|
0.1
|
|
2024
|
|
|
21.2
|
|
|
|
—
|
|
2025
|
|
|
18.8
|
|
|
|
—
|
|
2026 and thereafter
|
|
|
109.7
|
|
|
|
—
|
|
Total lease payments
|
|
|
290.8
|
|
|
|
8.2
|
|
Less: Amount representing interest
|
|
|
(53.5
|
)
|
|
|
(0.4
|
)
|
Present value of total lease payments
|
|
$
|
237.3
|
|
|
$
|
7.8
|
|
|
Insurance
|
|
Energy and Specialized Markets
|
|
Financial Services
|
|
Total
|
||||||||
Goodwill at December 31, 2019
|
$
|
998.8
|
|
|
$
|
2,389.5
|
|
|
$
|
476.0
|
|
|
$
|
3,864.3
|
|
Purchase accounting reclassifications
|
|
2.9
|
|
|
|
(1.8
|
)
|
|
|
(0.2
|
)
|
|
|
0.9
|
|
Current period adjustment (1)
|
|
21.4
|
|
|
|
(19.5
|
)
|
|
|
—
|
|
|
|
1.9
|
|
Foreign currency translation
|
|
(25.4
|
)
|
|
|
(98.1
|
)
|
|
|
(1.0
|
)
|
|
|
(124.5
|
)
|
Goodwill at March 31, 2020
|
$
|
997.7
|
|
|
$
|
2,270.1
|
|
|
$
|
474.8
|
|
|
$
|
3,742.6
|
|
|
Weighted
Average
Useful Life
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|||
Technology
|
7 years
|
|
$
|
510.0
|
|
|
$
|
(298.3
|
)
|
|
$
|
211.7
|
|
Marketing
|
16 years
|
|
|
252.3
|
|
|
|
(95.7
|
)
|
|
|
156.6
|
|
Contract
|
6 years
|
|
|
5.0
|
|
|
|
(5.0
|
)
|
|
|
—
|
|
Customer
|
13 years
|
|
|
876.6
|
|
|
|
(289.3
|
)
|
|
|
587.3
|
|
Database
|
19 years
|
|
|
458.5
|
|
|
|
(107.5
|
)
|
|
|
351.0
|
|
Total intangible assets
|
|
|
$
|
2,102.4
|
|
|
$
|
(795.8
|
)
|
|
$
|
1,306.6
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|||
Technology
|
7 years
|
|
$
|
519.2
|
|
|
$
|
(291.9
|
)
|
|
$
|
227.3
|
|
Marketing
|
16 years
|
|
|
265.3
|
|
|
|
(94.3
|
)
|
|
|
171.0
|
|
Contract
|
6 years
|
|
|
5.0
|
|
|
|
(5.0
|
)
|
|
|
—
|
|
Customer
|
13 years
|
|
|
901.2
|
|
|
|
(278.0
|
)
|
|
|
623.2
|
|
Database
|
19 years
|
|
|
484.6
|
|
|
|
(107.2
|
)
|
|
|
377.4
|
|
Total intangible assets
|
|
|
$
|
2,175.3
|
|
|
$
|
(776.4
|
)
|
|
$
|
1,398.9
|
|
Year
|
Amount
|
||
2020
|
$
|
120.4
|
|
2021
|
|
149.2
|
|
2022
|
|
138.1
|
|
2023
|
|
126.3
|
|
2024
|
|
121.8
|
|
2025 and thereafter
|
|
650.8
|
|
|
$
|
1,306.6
|
|
|
Issuance
Date
|
|
Maturity
Date
|
|
2020
|
|
2019
|
||||
Short-term debt and current portion of long-term debt:
|
|
|
|
|
|
|
|
|
|
||
Syndicated revolving credit facility
|
Various
|
|
Various
|
|
$
|
440.0
|
|
|
$
|
495.0
|
|
Finance lease liabilities (1)
|
Various
|
|
Various
|
|
|
4.0
|
|
|
|
4.4
|
|
Short-term debt and current portion of long-term debt
|
|
|
|
|
|
444.0
|
|
|
|
499.4
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||
Senior notes:
|
|
|
|
|
|
|
|
|
|
||
4.125% senior notes, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $13.5 and $13.9, respectively
|
03/06/2019
|
|
03/15/2029
|
|
|
613.5
|
|
|
|
613.9
|
|
4.000% senior notes, less unamortized discount and debt issuance costs of $(6.4) and $(6.7), respectively
|
05/15/2015
|
|
06/15/2025
|
|
|
893.6
|
|
|
|
893.3
|
|
5.500% senior notes, less unamortized discount and debt issuance costs of $(4.5) and $(4.5), respectively
|
05/15/2015
|
|
06/15/2045
|
|
|
345.5
|
|
|
|
345.5
|
|
4.125% senior notes, less unamortized discount and debt issuance costs of $(1.5) and $(1.6), respectively
|
09/12/2012
|
|
09/12/2022
|
|
|
348.5
|
|
|
|
348.4
|
|
5.800% senior notes, less unamortized discount and debt issuance costs of $(0.6) and $(0.7), respectively
|
04/06/2011
|
|
05/01/2021
|
|
|
449.4
|
|
|
|
449.3
|
|
Finance lease liabilities (1)
|
Various
|
|
Various
|
|
|
3.8
|
|
|
|
3.3
|
|
Syndicated revolving credit facility debt issuance costs
|
Various
|
|
Various
|
|
|
(1.9
|
)
|
|
|
(2.1
|
)
|
Long-term debt
|
|
|
|
|
|
2,652.4
|
|
|
|
2,651.6
|
|
Total debt
|
|
|
|
|
$
|
3,096.4
|
|
|
$
|
3,151.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Numerator used in basic and diluted EPS:
|
|
|
|
|
|
||
Net income
|
$
|
171.7
|
|
|
$
|
134.4
|
|
Denominator:
|
|
|
|
|
|
||
Weighted average number of common shares used in basic EPS
|
|
162,894,306
|
|
|
|
163,528,343
|
|
Effect of dilutive shares:
|
|
|
|
|
|
||
Potential common shares issuable from stock options and stock awards
|
|
2,829,814
|
|
|
|
3,016,602
|
|
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
|
|
165,724,120
|
|
|
|
166,544,945
|
|
|
2020
|
|
2019
|
||||
Foreign currency translation adjustment
|
$
|
(572.7
|
)
|
|
$
|
(400.1
|
)
|
Pension and postretirement adjustment, net of tax
|
|
(86.0
|
)
|
|
|
(86.8
|
)
|
Accumulated other comprehensive losses
|
$
|
(658.7
|
)
|
|
$
|
(486.9
|
)
|
|
Before Tax
|
|
Tax (Expense) Benefit
|
|
After Tax
|
||||||
For the Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
(172.6
|
)
|
|
$
|
—
|
|
|
$
|
(172.6
|
)
|
Pension and postretirement adjustment before reclassifications
|
|
2.1
|
|
|
|
(0.6
|
)
|
|
|
1.5
|
|
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)
|
|
(1.0
|
)
|
|
|
0.3
|
|
|
|
(0.7
|
)
|
Pension and postretirement adjustment
|
|
1.1
|
|
|
|
(0.3
|
)
|
|
|
0.8
|
|
Total other comprehensive loss
|
$
|
(171.5
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(171.8
|
)
|
For the Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
58.5
|
|
|
$
|
—
|
|
|
$
|
58.5
|
|
Pension and postretirement adjustment before reclassifications
|
|
2.8
|
|
|
|
(0.7
|
)
|
|
|
2.1
|
|
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)
|
|
(1.3
|
)
|
|
|
0.3
|
|
|
|
(1.0
|
)
|
Pension and postretirement adjustment
|
|
1.5
|
|
|
|
(0.4
|
)
|
|
|
1.1
|
|
Total other comprehensive income
|
$
|
60.0
|
|
|
$
|
(0.4
|
)
|
|
$
|
59.6
|
|
(1)
|
These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in the accompanying condensed consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (see Note 12. Pension and Postretirement Benefits for additional details).
|
|
Stock Option
|
|
Restricted Stock
|
|
PSU
|
|||||||||||||||||||
|
Number
of Options |
|
Weighted
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||||||||||
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding at December 31, 2019
|
6,432,814
|
|
|
$
|
79.51
|
|
|
$
|
449.2
|
|
|
428,729
|
|
|
$
|
107.96
|
|
|
93,960
|
|
|
$
|
158.50
|
|
Granted
|
883,282
|
|
|
$
|
158.63
|
|
|
|
|
|
149,040
|
|
|
$
|
158.62
|
|
|
50,736
|
|
|
$
|
192.93
|
|
|
Dividend reinvestment
|
—
|
|
|
$
|
—
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
268
|
|
|
|
Not applicable
|
|
|
Exercised or lapsed
|
(449,007
|
)
|
|
$
|
43.28
|
|
|
$
|
50.7
|
|
|
(2,478
|
)
|
|
$
|
107.87
|
|
|
—
|
|
|
|
|
|
Canceled, expired or forfeited
|
(49,672
|
)
|
|
$
|
113.26
|
|
|
|
|
|
(8,842
|
)
|
|
$
|
118.60
|
|
|
—
|
|
|
|
|
||
Outstanding at March 31, 2020
|
6,817,417
|
|
|
$
|
91.86
|
|
|
$
|
324.0
|
|
|
566,449
|
|
|
$
|
121.00
|
|
|
144,964
|
|
|
$
|
170.40
|
|
Exercisable at March 31, 2020
|
3,808,076
|
|
|
$
|
66.94
|
|
|
$
|
275.9
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable at December 31, 2019
|
4,175,855
|
|
|
$
|
65.05
|
|
|
$
|
352.0
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nonvested at March 31, 2020
|
3,008,420
|
|
|
|
|
|
|
|
|
566,449
|
|
|
|
|
|
145,121
|
|
|
|
|
||||
Expected to vest at March 31, 2020
|
2,604,017
|
|
|
|
|
|
|
|
|
487,007
|
|
|
|
|
|
288,444
|
|
(1)
|
(1)
|
Includes estimated performance achievement
|
|
2020
|
||
Option pricing model
|
|
Black-Scholes
|
|
Expected volatility
|
|
18.17
|
%
|
Risk-free interest rate
|
|
1.59
|
%
|
Expected term in years
|
|
4.3
|
|
Dividend yield
|
|
0.71
|
%
|
Weighted average grant date fair value per stock option
|
$
|
25.49
|
|
|
Pension Plan and SERP
|
|
Postretirement Plan
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
For the Three Months Ended March 31,
|
||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest cost
|
$
|
3.3
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expected return on plan assets
|
|
(7.6
|
)
|
|
|
(6.4
|
)
|
|
|
—
|
|
|
|
—
|
|
Amortization of net actuarial loss
|
|
1.0
|
|
|
|
1.2
|
|
|
|
—
|
|
|
|
0.1
|
|
Net periodic (benefit) cost
|
$
|
(3.3
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Employer contributions, net
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
(0.3
|
)
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||||||||||||||||||
|
Insurance
|
|
Energy and Specialized Markets
|
|
Financial Services
|
|
Total
|
|
Insurance
|
|
Energy and Specialized Markets
|
|
Financial Services
|
|
Total
|
||||||||||||||||
Revenues
|
$
|
489.4
|
|
|
$
|
160.1
|
|
|
$
|
40.3
|
|
|
$
|
689.8
|
|
|
$
|
453.6
|
|
|
$
|
128.4
|
|
|
$
|
43.0
|
|
|
$
|
625.0
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (exclusive of items shown separately below)
|
|
(163.3
|
)
|
|
|
(70.5
|
)
|
|
|
(23.9
|
)
|
|
|
(257.7
|
)
|
|
|
(152.7
|
)
|
|
|
(54.4
|
)
|
|
|
(24.3
|
)
|
|
|
(231.4
|
)
|
Selling, general and administrative
|
|
(68.4
|
)
|
|
|
(38.9
|
)
|
|
|
(4.8
|
)
|
|
|
(112.1
|
)
|
|
|
(69.7
|
)
|
|
|
(36.3
|
)
|
|
|
(5.4
|
)
|
|
|
(111.4
|
)
|
Other operating income
|
|
15.9
|
|
|
|
—
|
|
|
|
3.5
|
|
|
|
19.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Investment (loss) income and others, net
|
|
(1.2
|
)
|
|
|
(0.5
|
)
|
|
|
(0.4
|
)
|
|
|
(2.1
|
)
|
|
|
0.1
|
|
|
|
(0.5
|
)
|
|
|
—
|
|
|
|
(0.4
|
)
|
EBITDA
|
$
|
272.4
|
|
|
$
|
50.2
|
|
|
$
|
14.7
|
|
|
|
337.3
|
|
|
$
|
231.3
|
|
|
$
|
37.2
|
|
|
$
|
13.3
|
|
|
|
281.8
|
|
Depreciation and amortization of fixed assets
|
|
|
|
|
|
|
|
|
|
|
(46.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(46.6
|
)
|
||||||
Amortization of intangible assets
|
|
|
|
|
|
|
|
|
|
|
(41.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(33.2
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(33.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(31.9
|
)
|
||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
216.7
|
|
|
|
|
|
|
|
|
|
|
|
$
|
170.1
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Long-lived assets:
|
|
|
|
|
|
||
U.S.
|
$
|
3,172.0
|
|
|
$
|
3,162.5
|
|
U.K.
|
|
2,505.9
|
|
|
|
2,685.3
|
|
Other countries
|
|
436.2
|
|
|
|
462.5
|
|
Total long-lived assets
|
$
|
6,114.1
|
|
|
$
|
6,310.3
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(1)
|
Cash dividends declared per share is calculated by the aggregate cash dividends declared in a fiscal quarter divided by the shares issued and outstanding. See Note 10. of our consolidated financial statements included in this interim report on Form 10-Q.
|
(2)
|
EBITDA is a financial measure that management uses to evaluate the performance of our segments. “EBITDA” is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. See Note 13 of our condensed consolidated financial statements included in this quarterly report on Form 10-Q. In addition, this Management’s Discussion and Analysis of Financial Condition and Results of Operations includes references to EBITDA margin, which is computed as EBITDA divided by revenues.
|
•
|
EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
•
|
EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are noncash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements; and
|
•
|
Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
Three Months Ended March 31,
|
|
Percentage change
|
|
Percentage change excluding recent acquisitions and dispositions
|
||||||||
|
2020
|
|
2019
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
(in millions)
|
|
|
|
|
||||||||
Insurance
|
$
|
489.4
|
|
|
$
|
453.6
|
|
|
7.9
|
%
|
|
5.8
|
%
|
Energy and Specialized Markets
|
|
160.1
|
|
|
|
128.4
|
|
|
24.6
|
%
|
|
2.1
|
%
|
Financial Services
|
|
40.3
|
|
|
|
43.0
|
|
|
(6.4
|
)%
|
|
2.7
|
%
|
Total Revenues
|
$
|
689.8
|
|
|
$
|
625.0
|
|
|
10.4
|
%
|
|
4.8
|
%
|
|
For the Three Months Ended March 31,
|
|
|
|
Percentage change excluding recent acquisitions & dispositions
|
||||||||
|
2020
|
|
2019
|
|
Percentage Change
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||
|
(in millions)
|
|
|
|
|
||||||||
Underwriting & Rating
|
$
|
344.1
|
|
|
$
|
305.9
|
|
|
12.5
|
%
|
|
8.3
|
%
|
Claims
|
|
145.3
|
|
|
|
147.7
|
|
|
(1.6
|
)%
|
|
0.3
|
%
|
Total Insurance
|
$
|
489.4
|
|
|
$
|
453.6
|
|
|
7.9
|
%
|
|
5.8
|
%
|
|
Three Months Ended
|
|
Percentage
Change |
|||||||
|
March 31,
|
|
||||||||
|
2020
|
|
2019
|
|
||||||
|
|
|
|
|
|
|
|
|||
|
(in millions)
|
|||||||||
Net cash provided by operating activities
|
$
|
362.6
|
|
|
$
|
366.1
|
|
|
(1.0
|
)%
|
Net cash used in investing activities
|
$
|
(87.5
|
)
|
|
$
|
(120.3
|
)
|
|
(27.3
|
)%
|
Net cash used in financing activities
|
$
|
(255.4
|
)
|
|
$
|
(206.4
|
)
|
|
23.7
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
Total Number of
|
|
Approximate Dollar
|
|||||
|
|
|
|
|
|
|
|
Shares Purchased
|
|
Value of Shares that
|
|||||
|
Total Number
|
|
Average
|
|
as Part of Publicly
|
|
May Yet Be
|
||||||||
|
of Shares
|
|
Price Paid
|
|
Announced Plans
|
|
Purchased Under the
|
||||||||
Period
|
Purchased
|
|
per Share
|
|
or Programs
|
|
Plans or Programs
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
||||
January 1, 2020 through January 31, 2020
|
267,845
|
|
|
|
$
|
149.34
|
|
(1)
|
|
267,845
|
|
|
$
|
77.6
|
|
February 1, 2020 through February 29, 2020
|
172,561
|
|
(1)
|
|
$
|
154.34
|
|
(1)
|
|
172,561
|
|
|
$
|
557.6
|
|
March 1, 2020 through March 31, 2020
|
683,962
|
|
|
|
$
|
151.74
|
|
|
|
683,962
|
|
|
$
|
453.8
|
|
|
1,124,368
|
|
|
|
$
|
154.56
|
|
(1)
|
|
1,124,368
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
Verisk Analytics, Inc.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
Date: May 5, 2020
|
By:
|
/s/ Lee M. Shavel
|
|
|
Lee M. Shavel
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
Exhibit
Number
|
|
Description
|
|
Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
|
|
|
|
|
|
Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
|
|
|
|
|
|
Certification of the Chief Executive Officer and Chief Financial Officer of Verisk Analytics, Inc. pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase.*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.*
|
*
|
Filed herewith.
|
1 Year Verisk Analytics Chart |
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