v3.25.2
Note 10 - Stockholders' Equity
6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Equity [Text Block]

10. Stockholders’ Equity:

 

We have 2,000,000,000 shares of authorized common stock as of  June 30, 2025 and December 31, 2024. Our common shares have rights to any dividend declared by the board of directors (the "Board"), subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all current members of the Board. At June 30, 2025 and December 31, 2024, the adjusted closing price of our common stock was $311.50 and $275.43 per share, respectively. 

 

We have 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. We did not issue any preferred shares as of June 30, 2025 and December 31, 2024

 

On February 19, 2025 and April 30, 2025, our Board approved a cash dividend of $0.45 per share of common stock issued and outstanding to the holders of record as of March 14, 2025 and June 13, 2025, respectively. Cash dividends of $126.0 million and $111.3 million were paid during the six months ended June 30, 2025 and 2024, respectively, and recorded as a reduction to retained earnings.

 

Share Repurchase Program

 

In  November 2024 and March 2025, we entered into Accelerated Share Repurchase ("ASR") agreements (the "November 2024 ASR Agreement" and "March 2025 ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $300.0 million and $200.0 million, in each case with Citibank, N.A. All ASR agreements are accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. The forward stock purchase agreements are classified as equity instruments under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and deemed to have a fair value of zero at the respective effective date. The aggregate purchase price was recorded as a reduction to stockholders' equity in our condensed consolidated statements of changes in stockholders' equity for the six months ended June 30, 2025Upon the payment of the aggregate purchase price on November 13, 2024 and March 11, 2025, we received initial deliveries of 885,663 and 570,470 shares of our common stock, respectively. Upon the final settlement of the November 2024 ASR Agreement and March 2025 ASR Agreement, in January 2025 and April 2025, we received 189,909 and 123,766 additional shares as determined based on the volume weighted average share price of our common stock, less a discount, of $278.92 and $288.09 per share during the term of the  November 2024 ASR Agreement and March 2025 ASR Agreement, respectively. 

 

In May 2025, we entered into an additional ASR agreement (the  "May 2025 ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $100.0 million with Goldman Sachs & Co. LLC. Upon the payment of the aggregate purchase price on May 20, 2025, we received an initial delivery of 270,399 shares of our common stock. Upon the final settlement of the May 2025 ASR Agreement in June 2025, we received 52,614 additional shares, as determined based on the volume weighted average share price of our common stock, less a discount, of $309.58 per share during the term of the  May 2025 ASR Agreement. 

 

We utilized cash received from operations for these repurchases. As of June 30, 2025, we had $1,291.5 million (including an additional share repurchase authorization of $1,000.0 million) available on our authorization to repurchase shares. These repurchases for the six months ended June 30, 2025 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

 

During the six months ended June 30, 2025 and 2024, we recorded total excise tax of $2.5 million and $27.2 million, respectively, which has been included within treasury stock, as part of the cost basis of the stock repurchased, and other noncurrent liabilities in our condensed consolidated balance sheet as of June 30, 2025 and 2024.

 

Treasury Stock

 

As of June 30, 2025, our treasury stock consisted of 404,302,204 shares of common stock, carried at cost. During the six months ended June 30, 2025, we transferred 493,356 shares of common stock from the treasury shares at a weighted average treasury stock price of $25.26 per share.

 

Earnings Per Share

 

Basic EPS is computed by dividing net income attributable to Verisk by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including vested and nonvested stock options, nonvested restricted stock awards, nonvested restricted stock units, nonvested performance share units ("PSU"), and nonvested deferred stock units, had been issued.

 

The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for the three and six months ended June 30, 2025 and 2024:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2025

  

2024

  

2025

  

2024

 

Numerator used in basic and diluted EPS:

                

Net income

 $253.3  $307.8  $485.6  $527.2 

Less: Net loss attributable to noncontrolling interests

     0.3      0.5 

Net income attributable to Verisk

 $253.3  $308.1  $485.6  $527.7 

Denominator:

                

Weighted average number of common shares used in basic EPS

  139,818,324   142,705,508   140,056,221   143,001,836 

Effect of dilutive shares:

                

Potential common shares issuable from stock options and stock awards

  521,215   587,714   583,326   631,542 

Weighted average number of common shares and dilutive potential common shares used in diluted EPS

  140,339,539   143,293,222   140,639,547   143,633,378 

 

The potential shares of common stock that were excluded from diluted EPS were 3,064 and 253,641 for the three months ended June 30, 2025 and 2024, and 25,153 and 254,251 for the six months ended June 30, 2025 and 2024, respectively, because the effect of including those potential shares was anti-dilutive.

 

Accumulated Other Comprehensive Income

 

The following is a summary of accumulated other comprehensive income as of June 30, 2025 and December 31, 2024:

 

  

2025

  

2024

 

Foreign currency translation adjustment

 $189.0  $90.1 

Pension and postretirement adjustment, net of tax

  (73.3)  (75.1)

Accumulated other comprehensive income

 $115.7  $15.0 

 

The before-tax and after-tax amounts of other comprehensive income (loss) income for the three and six months ended June 30, 2025 and 2024 are summarized below:

 

  

Before Tax

  

Tax (Expense) Benefit

  

After Tax

 

For the Three Months Ended June 30, 2025

            

Foreign currency translation adjustment attributable to Verisk

 $69.0  $  $69.0 

Foreign currency translation adjustment attributable to noncontrolling interests

         

Foreign currency translation adjustment

  69.0      69.0 

Pension and postretirement adjustment before reclassifications

  2.3   (0.5)  1.8 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (1.2)  0.3   (0.9)

Pension and postretirement adjustment

  1.1   (0.2)  0.9 

Total other comprehensive income

 $70.1  $(0.2) $69.9 

For the Three Months Ended June 30, 2024

            

Foreign currency translation adjustment attributable to Verisk

 $(1.2) $  $(1.2)

Foreign currency translation adjustment attributable to noncontrolling interests

  (0.2)     (0.2)

Foreign currency translation adjustment

  (1.4)     (1.4)

Pension and postretirement adjustment before reclassifications

  2.3   (0.5)  1.8 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (1.2)  0.3   (0.9)

Pension and postretirement adjustment

  1.1   (0.2)  0.9 

Total other comprehensive loss

 $(0.3) $(0.2) $(0.5)

 

  

Before Tax

  

Tax (Expense) Benefit

  

After Tax

 

For the Six Months Ended June 30, 2025

            

Foreign currency translation adjustment attributable to Verisk

 $98.9  $  $98.9 

Foreign currency translation adjustment attributable to noncontrolling interests

  0.4      0.4 

Foreign currency translation adjustment

  99.3      99.3 

Pension and postretirement adjustment before reclassifications

  4.5   (1.1)  3.4 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (2.2)  0.6   (1.6)

Pension and postretirement adjustment

  2.3   (0.5)  1.8 

Total other comprehensive income

 $101.6  $(0.5) $101.1 

For the Six Months Ended June 30, 2024

            

Foreign currency translation adjustment attributable to Verisk

 $(16.6) $  $(16.6)

Foreign currency translation adjustment attributable to noncontrolling interests

  0.9      0.9 

Foreign currency translation adjustment

  (15.7)     (15.7)

Pension and postretirement adjustment before reclassifications

  4.4   (1.0)  3.4 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (2.2)  0.5   (1.7)

Pension and postretirement adjustment

  2.2   (0.5)  1.7 

Total other comprehensive loss

 $(13.5) $(0.5) $(14.0)

___________

(1)

These accumulated other comprehensive loss components, before tax, are included under "Cost of revenues" and "Selling, general and administrative" in our 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).