[10-Q] Verisk Analytics, Inc. Quarterly Earnings Report
H1 2025 standalone (parent-only) figures for UBS Group AG: Net profit surged 113% YoY to $6.63 bn as dividend income from UBS AG doubled to $6.5 bn. Operating expenses were virtually flat at $3.0 bn, leaving an operating margin near 69% and no tax charge.
Total assets rose 2% from year-end to $206.8 bn; liabilities climbed 1% to $139.6 bn, while equity increased 4% to $67.1 bn. The April AGM cancelled 120.5 m treasury shares (USD 12 m nominal) and paid an ordinary dividend of USD 0.90 per share (USD 2.87 bn), half from the capital contribution reserve, half from prior-year profit.
The 31 May 2024 legal merger of UBS AG and Credit Suisse AG merely reclassified investments with no income statement effect. Deferred contingent capital and other deferred compensation obligations stand at USD 5.25 bn. Results are unaudited and prepared under Swiss CO, consistent with FY-24 policies.
Dati standalone (solo capogruppo) del primo semestre 2025 per UBS Group AG: L'utile netto è aumentato del 113% su base annua, raggiungendo 6,63 miliardi di dollari, grazie al raddoppio dei dividendi ricevuti da UBS AG, pari a 6,5 miliardi di dollari. Le spese operative sono rimaste praticamente stabili a 3,0 miliardi di dollari, con un margine operativo vicino al 69% e nessuna imposta a carico.
Le attività totali sono cresciute del 2% rispetto alla fine dell'anno, arrivando a 206,8 miliardi di dollari; le passività sono aumentate dell'1% a 139,6 miliardi di dollari, mentre il patrimonio netto è salito del 4% a 67,1 miliardi di dollari. L'assemblea generale di aprile ha cancellato 120,5 milioni di azioni proprie (dal valore nominale di 12 milioni di dollari) e ha distribuito un dividendo ordinario di 0,90 dollari per azione (2,87 miliardi di dollari), metà prelevato dalla riserva di contributo di capitale e metà dagli utili degli anni precedenti.
La fusione legale del 31 maggio 2024 tra UBS AG e Credit Suisse AG ha comportato solo una riclassificazione degli investimenti senza effetti sul conto economico. Il capitale contingente differito e altri obblighi di compensazione differita ammontano a 5,25 miliardi di dollari. I risultati non sono stati sottoposti a revisione contabile e sono redatti secondo la normativa svizzera, in linea con le politiche dell'esercizio 2024.
Cifras standalone (solo matriz) del primer semestre de 2025 para UBS Group AG: El beneficio neto aumentó un 113% interanual hasta 6,63 mil millones de dólares, debido a que los ingresos por dividendos de UBS AG se duplicaron a 6,5 mil millones de dólares. Los gastos operativos se mantuvieron prácticamente estables en 3,0 mil millones de dólares, dejando un margen operativo cercano al 69% y sin carga fiscal.
Los activos totales aumentaron un 2% desde fin de año hasta 206,8 mil millones de dólares; los pasivos subieron un 1% hasta 139,6 mil millones de dólares, mientras que el patrimonio neto creció un 4% hasta 67,1 mil millones de dólares. La junta general de abril canceló 120,5 millones de acciones propias (con un valor nominal de 12 millones de dólares) y pagó un dividendo ordinario de 0,90 dólares por acción (2,87 mil millones de dólares), la mitad proveniente de la reserva de aportes de capital y la otra mitad de beneficios de años anteriores.
La fusión legal del 31 de mayo de 2024 entre UBS AG y Credit Suisse AG solo reclasificó inversiones sin efecto en la cuenta de resultados. El capital contingente diferido y otras obligaciones de compensación diferida ascienden a 5,25 mil millones de dólares. Los resultados no están auditados y se preparan bajo la legislación suiza, conforme a las políticas del año fiscal 2024.
UBS Group AG의 2025년 상반기 단독(모회사만) 실적: 순이익이 전년 대비 113% 급증하여 66.3억 달러에 달했으며, UBS AG로부터 받은 배당금이 65억 달러로 두 배 증가했습니다. 영업비용은 거의 변동 없이 30억 달러로 유지되어 영업이익률은 약 69%에 달했고, 세금 부담은 없었습니다.
총자산은 연말 대비 2% 증가한 2068억 달러를 기록했고, 부채는 1% 증가한 1396억 달러, 자본은 4% 증가한 671억 달러에 이르렀습니다. 4월 주주총회에서는 1억 2050만 주(명목가치 1200만 달러)의 자사주를 소각하고, 주당 0.90달러(28.7억 달러)의 보통배당금을 지급했으며, 이 중 절반은 자본출자준비금에서, 나머지 절반은 전년 이익에서 지급되었습니다.
2024년 5월 31일 UBS AG와 Credit Suisse AG의 법적 합병은 투자 항목만 재분류했을 뿐 손익계산서에는 영향이 없었습니다. 이연 조건부 자본 및 기타 이연 보상 의무는 52.5억 달러에 달합니다. 결과는 감사받지 않았으며, 스위스 회사법에 따라 2024 회계연도 정책에 맞게 작성되었습니다.
Chiffres autonomes (parent uniquement) du premier semestre 2025 pour UBS Group AG : Le bénéfice net a bondi de 113 % en glissement annuel pour atteindre 6,63 milliards de dollars, grâce au doublement des revenus de dividendes provenant d'UBS AG, qui s'élèvent à 6,5 milliards de dollars. Les charges d'exploitation sont restées pratiquement stables à 3,0 milliards de dollars, ce qui laisse une marge opérationnelle proche de 69 % et aucune charge fiscale.
Le total des actifs a augmenté de 2 % depuis la fin de l'année pour atteindre 206,8 milliards de dollars ; les passifs ont progressé de 1 % à 139,6 milliards de dollars, tandis que les capitaux propres ont crû de 4 % pour atteindre 67,1 milliards de dollars. L'assemblée générale d'avril a annulé 120,5 millions d'actions propres (valeur nominale de 12 millions de dollars) et versé un dividende ordinaire de 0,90 dollar par action (2,87 milliards de dollars), dont la moitié provient de la réserve de contribution en capital et l'autre moitié des bénéfices des années précédentes.
La fusion légale du 31 mai 2024 entre UBS AG et Credit Suisse AG a simplement reclassé des investissements sans effet sur le compte de résultat. Le capital conditionnel différé et d'autres obligations de rémunération différée s'élèvent à 5,25 milliards de dollars. Les résultats ne sont pas audités et sont préparés selon le droit suisse des sociétés, conformément aux politiques de l'exercice 2024.
Einzelabschlusszahlen (nur Muttergesellschaft) für UBS Group AG im ersten Halbjahr 2025: Der Nettogewinn stieg im Jahresvergleich um 113 % auf 6,63 Mrd. USD, da die Dividendeneinnahmen von UBS AG auf 6,5 Mrd. USD verdoppelten. Die Betriebskosten blieben mit 3,0 Mrd. USD nahezu unverändert, was eine operative Marge von knapp 69 % und keine Steuerbelastung zur Folge hatte.
Die Gesamtaktiva stiegen seit Jahresende um 2 % auf 206,8 Mrd. USD; die Verbindlichkeiten erhöhten sich um 1 % auf 139,6 Mrd. USD, während das Eigenkapital um 4 % auf 67,1 Mrd. USD zunahm. Die Hauptversammlung im April strich 120,5 Mio. eigene Aktien (Nennwert 12 Mio. USD) und zahlte eine ordentliche Dividende von 0,90 USD je Aktie (2,87 Mrd. USD), davon die Hälfte aus der Kapitalrücklage und die andere Hälfte aus dem Vorjahresgewinn.
Die rechtliche Fusion von UBS AG und Credit Suisse AG am 31. Mai 2024 führte lediglich zu einer Umbuchung von Beteiligungen ohne Ergebniswirkung. Latentes bedingtes Kapital und sonstige latente Vergütungsverpflichtungen belaufen sich auf 5,25 Mrd. USD. Die Ergebnisse sind ungeprüft und wurden nach schweizerischem Gesellschaftsrecht gemäß den Richtlinien für das Geschäftsjahr 2024 erstellt.
- None.
- None.
Insights
TL;DR: Profit doubled, equity up, aggressive capital return; balance sheet leverage still high but trending stable.
UBS parent’s H1 profit of USD 6.6 bn—entirely dividend-driven—more than covers the USD 2.9 bn cash dividend and supports the 4% equity build despite a 120 m share cancellation. Expense discipline (−0.2% YoY) keeps operating leverage positive. Asset growth outpaced liabilities, trimming leverage slightly to 3.1x equity. However, USD 128 bn long-term liabilities underscore sensitivity to funding costs. No tax charge flatters results and is worth tracking. Overall, the filing signals strong upstreaming capacity from operating subsidiaries and proactive capital management.
TL;DR: Share cancellation and merger housekeeping enhance transparency; governance actions broadly shareholder-friendly.
The AGM-approved buyback cancellation reduces dilution and simplifies capital. Allocating equal portions of the dividend between reserves aligns with Swiss capital rules while preserving flexibility. Completion of the UBS-Credit Suisse legal merger cleans up the investment structure without P&L distortion. Signatories at group and bank level meet US SEC requirements, reinforcing disclosure integrity.
Dati standalone (solo capogruppo) del primo semestre 2025 per UBS Group AG: L'utile netto è aumentato del 113% su base annua, raggiungendo 6,63 miliardi di dollari, grazie al raddoppio dei dividendi ricevuti da UBS AG, pari a 6,5 miliardi di dollari. Le spese operative sono rimaste praticamente stabili a 3,0 miliardi di dollari, con un margine operativo vicino al 69% e nessuna imposta a carico.
Le attività totali sono cresciute del 2% rispetto alla fine dell'anno, arrivando a 206,8 miliardi di dollari; le passività sono aumentate dell'1% a 139,6 miliardi di dollari, mentre il patrimonio netto è salito del 4% a 67,1 miliardi di dollari. L'assemblea generale di aprile ha cancellato 120,5 milioni di azioni proprie (dal valore nominale di 12 milioni di dollari) e ha distribuito un dividendo ordinario di 0,90 dollari per azione (2,87 miliardi di dollari), metà prelevato dalla riserva di contributo di capitale e metà dagli utili degli anni precedenti.
La fusione legale del 31 maggio 2024 tra UBS AG e Credit Suisse AG ha comportato solo una riclassificazione degli investimenti senza effetti sul conto economico. Il capitale contingente differito e altri obblighi di compensazione differita ammontano a 5,25 miliardi di dollari. I risultati non sono stati sottoposti a revisione contabile e sono redatti secondo la normativa svizzera, in linea con le politiche dell'esercizio 2024.
Cifras standalone (solo matriz) del primer semestre de 2025 para UBS Group AG: El beneficio neto aumentó un 113% interanual hasta 6,63 mil millones de dólares, debido a que los ingresos por dividendos de UBS AG se duplicaron a 6,5 mil millones de dólares. Los gastos operativos se mantuvieron prácticamente estables en 3,0 mil millones de dólares, dejando un margen operativo cercano al 69% y sin carga fiscal.
Los activos totales aumentaron un 2% desde fin de año hasta 206,8 mil millones de dólares; los pasivos subieron un 1% hasta 139,6 mil millones de dólares, mientras que el patrimonio neto creció un 4% hasta 67,1 mil millones de dólares. La junta general de abril canceló 120,5 millones de acciones propias (con un valor nominal de 12 millones de dólares) y pagó un dividendo ordinario de 0,90 dólares por acción (2,87 mil millones de dólares), la mitad proveniente de la reserva de aportes de capital y la otra mitad de beneficios de años anteriores.
La fusión legal del 31 de mayo de 2024 entre UBS AG y Credit Suisse AG solo reclasificó inversiones sin efecto en la cuenta de resultados. El capital contingente diferido y otras obligaciones de compensación diferida ascienden a 5,25 mil millones de dólares. Los resultados no están auditados y se preparan bajo la legislación suiza, conforme a las políticas del año fiscal 2024.
UBS Group AG의 2025년 상반기 단독(모회사만) 실적: 순이익이 전년 대비 113% 급증하여 66.3억 달러에 달했으며, UBS AG로부터 받은 배당금이 65억 달러로 두 배 증가했습니다. 영업비용은 거의 변동 없이 30억 달러로 유지되어 영업이익률은 약 69%에 달했고, 세금 부담은 없었습니다.
총자산은 연말 대비 2% 증가한 2068억 달러를 기록했고, 부채는 1% 증가한 1396억 달러, 자본은 4% 증가한 671억 달러에 이르렀습니다. 4월 주주총회에서는 1억 2050만 주(명목가치 1200만 달러)의 자사주를 소각하고, 주당 0.90달러(28.7억 달러)의 보통배당금을 지급했으며, 이 중 절반은 자본출자준비금에서, 나머지 절반은 전년 이익에서 지급되었습니다.
2024년 5월 31일 UBS AG와 Credit Suisse AG의 법적 합병은 투자 항목만 재분류했을 뿐 손익계산서에는 영향이 없었습니다. 이연 조건부 자본 및 기타 이연 보상 의무는 52.5억 달러에 달합니다. 결과는 감사받지 않았으며, 스위스 회사법에 따라 2024 회계연도 정책에 맞게 작성되었습니다.
Chiffres autonomes (parent uniquement) du premier semestre 2025 pour UBS Group AG : Le bénéfice net a bondi de 113 % en glissement annuel pour atteindre 6,63 milliards de dollars, grâce au doublement des revenus de dividendes provenant d'UBS AG, qui s'élèvent à 6,5 milliards de dollars. Les charges d'exploitation sont restées pratiquement stables à 3,0 milliards de dollars, ce qui laisse une marge opérationnelle proche de 69 % et aucune charge fiscale.
Le total des actifs a augmenté de 2 % depuis la fin de l'année pour atteindre 206,8 milliards de dollars ; les passifs ont progressé de 1 % à 139,6 milliards de dollars, tandis que les capitaux propres ont crû de 4 % pour atteindre 67,1 milliards de dollars. L'assemblée générale d'avril a annulé 120,5 millions d'actions propres (valeur nominale de 12 millions de dollars) et versé un dividende ordinaire de 0,90 dollar par action (2,87 milliards de dollars), dont la moitié provient de la réserve de contribution en capital et l'autre moitié des bénéfices des années précédentes.
La fusion légale du 31 mai 2024 entre UBS AG et Credit Suisse AG a simplement reclassé des investissements sans effet sur le compte de résultat. Le capital conditionnel différé et d'autres obligations de rémunération différée s'élèvent à 5,25 milliards de dollars. Les résultats ne sont pas audités et sont préparés selon le droit suisse des sociétés, conformément aux politiques de l'exercice 2024.
Einzelabschlusszahlen (nur Muttergesellschaft) für UBS Group AG im ersten Halbjahr 2025: Der Nettogewinn stieg im Jahresvergleich um 113 % auf 6,63 Mrd. USD, da die Dividendeneinnahmen von UBS AG auf 6,5 Mrd. USD verdoppelten. Die Betriebskosten blieben mit 3,0 Mrd. USD nahezu unverändert, was eine operative Marge von knapp 69 % und keine Steuerbelastung zur Folge hatte.
Die Gesamtaktiva stiegen seit Jahresende um 2 % auf 206,8 Mrd. USD; die Verbindlichkeiten erhöhten sich um 1 % auf 139,6 Mrd. USD, während das Eigenkapital um 4 % auf 67,1 Mrd. USD zunahm. Die Hauptversammlung im April strich 120,5 Mio. eigene Aktien (Nennwert 12 Mio. USD) und zahlte eine ordentliche Dividende von 0,90 USD je Aktie (2,87 Mrd. USD), davon die Hälfte aus der Kapitalrücklage und die andere Hälfte aus dem Vorjahresgewinn.
Die rechtliche Fusion von UBS AG und Credit Suisse AG am 31. Mai 2024 führte lediglich zu einer Umbuchung von Beteiligungen ohne Ergebniswirkung. Latentes bedingtes Kapital und sonstige latente Vergütungsverpflichtungen belaufen sich auf 5,25 Mrd. USD. Die Ergebnisse sind ungeprüft und wurden nach schweizerischem Gesellschaftsrecht gemäß den Richtlinien für das Geschäftsjahr 2024 erstellt.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
VERISK ANALYTICS, INC.
(Exact name of registrant as specified in its charter)
| |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
| |
| |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange where registered |
| | |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller 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
As of July 25, 2025, there were
Verisk Analytics, Inc.
Index to Form 10-Q
Table of Contents
Page Number |
|
PART I — FINANCIAL INFORMATION |
|
Item 1. Financial Statements (unaudited) |
|
Condensed Consolidated Balance Sheets |
1 |
Condensed Consolidated Statements of Operations |
2 |
Condensed Consolidated Statements of Comprehensive Income |
3 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity |
4 |
Condensed Consolidated Statements of Cash Flows |
6 |
Notes to Condensed Consolidated Financial Statements |
7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
35 |
Item 4. Controls and Procedures |
35 |
PART II — OTHER INFORMATION |
|
Item 1. Legal Proceedings |
36 |
Item 1A. Risk Factors |
36 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
36 |
Item 3. Defaults Upon Senior Securities |
37 |
Item 4. Mine Safety Disclosures |
37 |
Item 5. Other Information |
37 |
Item 6. Exhibits |
37 |
SIGNATURES |
39 |
Exhibit 31.1 |
|
Exhibit 31.2 |
|
Exhibit 32.1 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, 2025 | December 31, 2024 | |||||||
(in millions, except for share and per share data) | ||||||||
ASSETS: | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Accounts receivable, net of allowance for doubtful accounts of $31.1 and $22.5, respectively | ||||||||
Prepaid expenses | ||||||||
Income taxes receivable | ||||||||
Other current assets | ||||||||
Total current assets | ||||||||
Noncurrent assets: | ||||||||
Fixed assets, net | ||||||||
Operating lease right-of-use assets, net | ||||||||
Intangible assets, net | ||||||||
Goodwill | ||||||||
Deferred income tax assets | ||||||||
Other noncurrent assets | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Short-term debt and current portion of long-term debt | ||||||||
Deferred revenues | ||||||||
Operating lease liabilities | ||||||||
Income taxes payable | ||||||||
Total current liabilities | ||||||||
Noncurrent liabilities: | ||||||||
Long-term debt | ||||||||
Deferred income tax liabilities | ||||||||
Operating lease liabilities | ||||||||
Other noncurrent liabilities | ||||||||
Total liabilities | ||||||||
Commitments and contingencies (Note 16) | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued; 139,700,834 and 140,414,637 shares outstanding, respectively | ||||||||
Additional paid-in capital | ||||||||
Treasury stock, at cost, 404,302,204 and 403,588,401 shares, respectively | ( | ) | ( | ) | ||||
Retained earnings | ||||||||
Accumulated other comprehensive income | ||||||||
Total Verisk stockholders' equity | ||||||||
Noncontrolling interests | ||||||||
Total stockholders’ equity | ||||||||
Total liabilities and stockholders’ equity | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
(in millions, except for share and per share data) |
||||||||||||||||
Revenues |
$ | $ | $ | $ | ||||||||||||
Operating expenses: |
||||||||||||||||
Cost of revenues (exclusive of items shown separately below) |
||||||||||||||||
Selling, general and administrative |
||||||||||||||||
Depreciation and amortization of fixed assets |
||||||||||||||||
Amortization of intangible assets |
||||||||||||||||
Total operating expenses, net |
||||||||||||||||
Operating income |
||||||||||||||||
Other income (expense): |
||||||||||||||||
Net gain on early extinguishment of debt |
||||||||||||||||
Investment gain |
||||||||||||||||
Interest expense, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Total other (expense) income, net |
( |
) | ( |
) | ||||||||||||
Income before income taxes |
||||||||||||||||
Provision for income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net income |
||||||||||||||||
Less: Net loss attributable to noncontrolling interests |
||||||||||||||||
Net income attributable to Verisk |
$ | $ | $ | $ | ||||||||||||
Basic net income per share attributable to Verisk: |
$ | $ | $ | $ | ||||||||||||
Diluted net income per share attributable to Verisk: |
$ | $ | $ | $ | ||||||||||||
Weighted-average shares outstanding: |
||||||||||||||||
Basic |
||||||||||||||||
Diluted |
The accompanying notes are an integral part of these condensed consolidated financial statements.
VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
(in millions) | ||||||||||||||||
Net income |
$ | $ | $ | $ | ||||||||||||
Other comprehensive income (loss), net of tax: |
||||||||||||||||
Foreign currency translation adjustment |
( |
) | ( |
) | ||||||||||||
Pension and postretirement liability adjustment |
||||||||||||||||
Total other comprehensive income (loss) |
( |
) | ( |
) | ||||||||||||
Comprehensive income |
||||||||||||||||
Less: Comprehensive loss (income) attributable to noncontrolling interests |
( |
) | ( |
) | ||||||||||||
Comprehensive income attributable to Verisk |
$ | $ | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
For The Three Months Ended June 30, 2025 and 2024
Common Stock Issued | Par Value | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Total Verisk Stockholders' Equity | Noncontrolling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||
(in millions, except for share data) | ||||||||||||||||||||||||||||||||||||
Balance, April 1, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||
Net income | — | |||||||||||||||||||||||||||||||||||
Other comprehensive income | — | |||||||||||||||||||||||||||||||||||
Investment in noncontrolling interests | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Common stock dividend (1) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Treasury stock acquired (446,780 shares) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Excise tax associated with share repurchases | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Stock options exercised (154,429 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
Performance share units ("PSU") lapsed (22,689 shares issued from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
Restricted stock ("RSAs") lapsed (7,468 shares transferred from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | |||||||||||||||||||||||||||||||||||
Net share settlement from RSAs and PSUs (24,386 shares withheld for tax settlement) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Other stock issuances (5,232 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Balance, April 1, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Net income (loss) | — | ( | ) | |||||||||||||||||||||||||||||||||
Other comprehensive loss | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Investment in noncontrolling interests | — | ( | ) | |||||||||||||||||||||||||||||||||
Common stock dividend (1) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Treasury stock acquired (632,047 shares) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Treasury stock shares repurchased not yet settled | — | ( | ) | |||||||||||||||||||||||||||||||||
Excise tax associated with share repurchases | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Stock options exercised (294,685 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
RSAs lapsed (7,303 shares transferred from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | |||||||||||||||||||||||||||||||||||
Net share settlement from RSAs and PSUs (1,979 shares withheld for tax settlement) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Other stock issuances (5,488 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ |
_______________
(1) Refer to Note 11. Stockholders' Equity for discussion related to quarterly cash dividends declared per share
The accompanying notes are an integral part of these condensed consolidated financial statements.
VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
For The Six Months Ended June 30, 2025 and 2024
Common Stock Issued | Par Value | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Total Verisk Stockholders' Equity | Noncontrolling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||
(in millions, except for share data) | ||||||||||||||||||||||||||||||||||||
Balance, January 1, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Net income | — | |||||||||||||||||||||||||||||||||||
Other comprehensive income | — | |||||||||||||||||||||||||||||||||||
Investment in noncontrolling interests | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Common stock dividend (1) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Treasury stock acquired (1,207,159 shares) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Excise tax associated with share repurchases | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Stock options exercised (349,903 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
PSUs lapsed (63,469 shares transferred from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
RSAs lapsed (68,643 shares transferred from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | |||||||||||||||||||||||||||||||||||
Net share settlement from RSAs and PSUs (89,601 shares withheld for tax settlement) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Other stock issuances (11,341 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Balance, January 1, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Net income (loss) | — | ( | ) | |||||||||||||||||||||||||||||||||
Other comprehensive (loss) income | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Investment in noncontrolling interests | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Common stock dividend (1) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Treasury stock acquired (1,524,320 shares) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Share repurchases via accelerated share repurchase program not yet settled | — | ( | ) | |||||||||||||||||||||||||||||||||
Excise tax associated with share repurchases | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Stock options exercised (573,246 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
PSUs lapsed (27,819 shares transferred from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
RSAs lapsed (63,262 shares transferred from treasury stock) | — | ( | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | |||||||||||||||||||||||||||||||||||
Net share settlement from RSAs and PSUs (52,977 shares withheld for tax settlement) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Other stock issuances (11,878 shares transferred from treasury stock) | — | |||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ |
_______________
(1) Refer to Note 11. Stockholders' Equity for discussion related to quarterly cash dividends declared per share
The accompanying notes are an integral part of these condensed consolidated financial statements.
VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
(in millions) | ||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net income | $ | $ | $ | $ | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
Depreciation and amortization of fixed assets | ||||||||||||||||
Amortization of intangible assets | ||||||||||||||||
Amortization of debt issuance costs and original issue discount, net of original issue premium | ||||||||||||||||
Provision for doubtful accounts | ||||||||||||||||
Net gain on early extinguishment of debt | ( | ) | ( | ) | ||||||||||||
Impairment of cost-based investments | ||||||||||||||||
Stock-based compensation expense | ||||||||||||||||
Net gain upon settlement of investment in non-public companies | ( | ) | ( | ) | ||||||||||||
Deferred income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Loss on disposal of fixed assets | ||||||||||||||||
Acquisition related liability adjustment | ( | ) | ( | ) | ||||||||||||
Other operating | ( | ) | ( | ) | ||||||||||||
Changes in assets and liabilities, net of effects from acquisitions: | ||||||||||||||||
Accounts receivable | ( | ) | ( | ) | ( | ) | ||||||||||
Prepaid expenses and other assets | ( | ) | ||||||||||||||
Operating lease right-of-use assets, net | ||||||||||||||||
Income taxes | ( | ) | ( | ) | ||||||||||||
Accounts payable and accrued liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
Deferred revenues | ( | ) | ||||||||||||||
Operating lease liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other liabilities | ( | ) | ( | ) | ||||||||||||
Net cash provided by operating activities | ||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||
Acquisitions and purchase of additional controlling interest, net of cash acquired of $0.3, $0.0, $0.3, and $1.8, respectively | ( | ) | ( | ) | ( | ) | ||||||||||
Investments in non-public companies | ( | ) | ( | ) | ||||||||||||
Proceeds received upon settlement of investment in non-public companies | ||||||||||||||||
Capital expenditures | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Net cash (used in) provided by investing activities | ( | ) | ( | ) | ( | ) | ||||||||||
Cash flows from financing activities: | ||||||||||||||||
Proceeds from issuance of long term debt, net of original discount | ||||||||||||||||
Payment of debt issuance costs | ( | ) | ( | ) | ( | ) | ||||||||||
Repayment of current portion of long-term debt | ( | ) | ( | ) | ||||||||||||
Payment on early extinguishment of debt | ( | ) | ( | ) | ||||||||||||
Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Share repurchases not yet settled | ( | ) | ( | ) | ||||||||||||
Payment of contingent liability related to acquisition | ( | ) | ||||||||||||||
Payment of excise tax | ( | ) | ( | ) | ||||||||||||
Proceeds from stock options exercised | ||||||||||||||||
Net share settlement of taxes from restricted stock and performance share awards | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Dividends paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other financing activities, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Net cash (used in) provided by financing activities | ( | ) | ( | ) | ( | ) | ||||||||||
Effect of exchange rate changes | ( | ) | ( | ) | ||||||||||||
Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | ||||||||||||||||
Cash and cash equivalents, end of period | $ | $ | $ | $ | ||||||||||||
Supplemental disclosures: | ||||||||||||||||
Income taxes paid | $ | $ | $ | $ | ||||||||||||
Interest paid | $ | $ | $ | $ | ||||||||||||
Noncash investing and financing activities: | ||||||||||||||||
Deferred tax liability established on date of acquisition | $ | $ | $ | $ | ||||||||||||
Finance lease additions | $ | $ | $ | $ | ||||||||||||
Operating lease additions, net | $ | $ | $ | $ | ||||||||||||
Fixed assets included in accounts payable and accrued liabilities | $ | $ | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
VERISK ANALYTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in millions, except for share and per share data, unless otherwise stated)
1. Organization:
Verisk Analytics, Inc. (the "Company") is a strategic data analytics and technology partner to the global insurance industry. We empower clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, extreme events, sustainability, and political issues. Through advanced data analytics, software, scientific research, and deep industry knowledge, we help build global resilience for individuals, communities, and businesses. We trade under the ticker symbol "VRSK" on the Nasdaq Global Select Market.
2. Basis of Presentation and Summary of Significant Accounting Policies:
Our accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the U.S. ("U.S. GAAP"). The preparation of financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include acquisition purchase price allocations, the fair value of goodwill and intangibles, the realization of deferred tax assets and liabilities, acquisition-related liabilities, fair value of stock-based compensation for stock options and performance share units granted, and assets and liabilities for pension and postretirement benefits. Actual results may ultimately differ from those estimates.
Our condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, in the opinion of management, include all adjustments, consisting of normal recurring items, to present fairly our financial position, results of operations, and cash flows. Our operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. Our condensed consolidated financial statements and related notes as of and for the three and six months ended June 30, 2025 have been prepared on the same basis as and should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the SEC. We believe the disclosures made are adequate to keep the information presented from being misleading.
Recent Accounting Pronouncements
Accounting Standard | Description | Effective Date | Effect on Consolidated Financial Statements or Other Significant Matters |
Income Taxes (Topic 740) In December 2023, the FASB issued Accounting Standards Update "ASU" No. 2023-09, Improvements to Income Tax Disclosures (ASU No. 2023-09) | The amendments within ASU No. 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the effectiveness of income tax disclosures | The ASU’s amendments are effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. | We plan to adopt ASU 2023-09 within our December 31, 2025, financial statements. The adoption of this guidance is not expected to have a material impact on our condensed consolidated financial statements. |
Expense Disaggregation Disclosures (Subtopic 220-40) In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income (ASU No. 2023-09) | The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. | The ASU is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in fiscal 2028 on a prospective basis. | The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements. |
3. Revenues:
Disaggregated revenues by type of service and by country are provided below for the three and six months ended June 30, 2025 and 2024. No individual customer or country outside of the U.S. accounted for 10% or more of our consolidated revenues for the three and six months ended June 30, 2025 or 2024.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Insurance: | ||||||||||||||||
Underwriting | $ | $ | $ | $ | ||||||||||||
Claims | ||||||||||||||||
Total revenues | $ | $ | $ | $ |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Revenues: | ||||||||||||||||
United States | $ | $ | $ | $ | ||||||||||||
United Kingdom | ||||||||||||||||
Other countries | ||||||||||||||||
Total revenues | $ | $ | $ | $ |
Contract assets are defined as an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of June 30, 2025 and December 31, 2024, we had
The following is a summary of the change in contract liabilities from December 31, 2024 through June 30, 2025:
Contract liabilities at December 31, 2024 | $ | |||
Additions to contract liabilities | ||||
Total revenues | ( | ) | ||
Foreign currency translation adjustment | ||||
Contract liabilities at June 30, 2025 | $ |
Our most significant remaining performance obligations relate to providing customers with the right to use and update the online content over the remaining contract term. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts may be subject to modifications, impacting the timing of satisfying the performance obligations. These performance obligations, which are expected to be satisfied within one year, comprised approximately
We recognize an asset for incremental costs of obtaining a contract with a customer if we expect the benefits of those costs to be longer than one year. As of June 30, 2025 and December 31, 2024, we had deferred commissions of $
4. Investments and Fair Value Measurements:
We have certain assets and liabilities that are reported at fair value in our accompanying condensed consolidated balance sheets. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10, Fair Value Measurements, established a three-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820-10 requires disclosures detailing the extent to which companies measure assets and liabilities at fair value, the methods and assumptions used to measure fair value, and the effect of fair value measurements on earnings. In accordance with ASC 820-10, we applied the following fair value hierarchy:
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. |
The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts, because of the short-term nature of these instruments. Our investments in registered investment companies, which are Level 1 assets measured at fair value on a recurring basis, was $
We elected not to carry our long-term debt at fair value. The carrying value of the long-term debt represents amortized cost, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs. We assess the fair value of these financial instruments based on an estimate of interest rates available to us for financial instruments with similar features, our current credit rating, and spreads applicable to us. The following table summarizes the carrying value and estimated fair value of these financial instruments as of June 30, 2025 and December 31, 2024, respectively:
June 30, 2025 | December 31, 2024 | ||||||||||||||||
Fair Value | Carrying | Estimated | Carrying | Estimated | |||||||||||||
Hierarchy | Value | Fair Value | Value | Fair Value | |||||||||||||
Financial instruments not carried at fair value: | |||||||||||||||||
Senior notes (Note 9) | Level 2 | $ | $ | $ | $ |
As of June 30, 2025 and December 31, 2024, we had securities without readily determinable market values of $
5. Leases:
We have operating and finance leases for corporate offices, data centers, and certain equipment that are accounted for under ASC 842, Leases ("ASC 842").
The following table presents the consolidated lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the three and six months ended June 30, 2025 and 2024, respectively:
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Lease cost: |
||||||||||||||||
Operating lease cost (1) |
$ | $ | $ | $ | ||||||||||||
Sublease income |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Finance lease costs: |
||||||||||||||||
Depreciation of finance lease assets (2) |
||||||||||||||||
Interest on finance lease liabilities (3) |
||||||||||||||||
Total lease cost |
$ | $ | $ | $ | ||||||||||||
Other information: |
||||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
||||||||||||||||
Operating cash outflows from operating leases |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Operating cash outflows from finance leases |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Financing cash outflows from finance leases |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
_______________
(1) Included in "Cost of revenues" and "Selling, general and administrative" expenses in our accompanying condensed consolidated statements of operations
(2) Included in "Depreciation and amortization of fixed assets" in our accompanying condensed consolidated statements of operations
(3) Included in "Interest expense" in our accompanying condensed consolidated statements of operations
The following table presents weighted-average remaining lease terms and weighted-average discount rates for the consolidated finance and operating leases as of June 30, 2025 and 2024, respectively:
June 30, |
||||||||
2025 |
2024 |
|||||||
Weighted-average remaining lease term - operating leases (in years) |
||||||||
Weighted-average remaining lease term - finance leases (in years) |
||||||||
Weighted-average discount rate - operating leases |
% | % | ||||||
Weighted-average discount rate - finance leases |
% | % |
Our right-of-use ("ROU") assets and lease liabilities for finance leases were $
Maturities of lease liabilities for the remainder of 2025 and the years through 2030 and thereafter are as follows:
June 30, 2025 |
||||||||
Years Ending |
Operating Leases |
Finance Leases |
||||||
2025 |
$ | $ | ||||||
2026 |
||||||||
2027 |
||||||||
2028 |
||||||||
2029 |
||||||||
2030 and thereafter |
||||||||
Total lease payments |
||||||||
Less: amount representing interest |
( |
) | ( |
) | ||||
Present value of total lease payments |
$ | $ |
6. Acquisitions:
2025 Acquisitions
On April 2, 2025, we completed the acquisition of
The preliminary purchase price allocation of the 2025 acquisition resulted in the following:
Simplitium | ||||
Cash and cash equivalents | $ | |||
Accounts receivable | ||||
Prepaid assets | ||||
Intangible assets | ||||
Goodwill | ||||
Total assets acquired | ||||
Accounts payable and accrued liabilities | ||||
Deferred revenues | ||||
Income tax payable | ||||
Deferred income tax liability | ||||
Total liabilities assumed | ||||
Net assets acquired | | |||
Less: cash acquired | ||||
Net cash purchase price | $ |
The preliminary amounts assigned to intangible assets by type for the 2025 acquisition are summarized in the table below:
Weighted Average Useful Life (in years) | Total | |||||||
Technology-based | $ | |||||||
Marketing-related | ||||||||
Customer-related | ||||||||
Total intangible assets | $ |
For the three and six months ended June 30, 2025 and 2024, we incurred transaction costs of $
Acquisition Escrows and Related Liabilities
As of June 30, 2025, the acquisition of Morning Data Limited ('Morning Data') included an acquisition-related contingent payment, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA margin, and/or Cash EBITDA earn-out targets for exceptional performance. We believe that the liabilities recorded as of June 30, 2025 and December 31, 2024 reflect the best estimate of acquisition-related contingent payments. There was
7. Goodwill and Intangible Assets:
The following is a summary of the change in goodwill from December 31, 2024 through June 30, 2025:
Insurance | ||||
Goodwill at December 31, 2024 | $ | |||
Purchase accounting reclassifications | ||||
Acquisitions | ||||
Foreign currency translation adjustment | ||||
Goodwill at June 30, 2025 | $ |
Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “Step Zero” impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amounts of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of June 30, 2025, we completed our step zero impairment test at the reporting unit level and determined it was not more likely than not that the carrying values of our reporting units exceeded their fair values. We did not recognize any additional impairment charges related to our goodwill and indefinite-lived intangible assets.
Our intangible assets and related accumulated amortization consisted of the following:
Weighted Average Useful Life (in years) | Cost | Accumulated Amortization | Net | |||||||||||||
June 30, 2025 | ||||||||||||||||
Technology-based | $ | $ | ( | ) | $ | |||||||||||
Marketing-related | ( | ) | ||||||||||||||
Contract-based | ( | ) | ||||||||||||||
Customer-related | ( | ) | ||||||||||||||
Database-based | ( | ) | ||||||||||||||
Total intangible assets | $ | $ | ( | ) | $ | |||||||||||
December 31, 2024 | ||||||||||||||||
Technology-based | $ | $ | ( | ) | $ | |||||||||||
Marketing-related | ( | ) | ||||||||||||||
Contract-based | ( | ) | ||||||||||||||
Customer-related | ( | ) | ||||||||||||||
Database-based | ( | ) | ||||||||||||||
Total intangible assets | $ | $ | ( | ) | $ |
Amortization expense related to intangible assets for the three months ended June 30, 2025 and 2024 was $
Years Ending | Amount | |||
2025 | $ | |||
2026 | ||||
2027 | ||||
2028 | ||||
2029 | ||||
2030 and thereafter | ||||
Total | $ |
8. Income Taxes:
Our effective tax rate for the three and six months ended June 30, 2025 was
9. Debt:
The following table presents short-term and long-term debt by issuance as of June 30, 2025 and December 31, 2024:
Issuance Date | Maturity Date | 2025 | 2024 | |||||||
Short-term debt and current portion of long-term debt: | ||||||||||
Credit Facilities: | ||||||||||
Syndicated revolving credit facility | Various | Various | $ | $ | ||||||
Senior notes: | ||||||||||
4.000% senior notes, less unamortized discount and debt issuance costs of $(0.0) and $(0.3) | 5/15/2015 | 6/15/2025 | ||||||||
Finance lease liabilities (1) | Various | Various | ||||||||
Short-term debt and current portion of long-term debt | ||||||||||
Long-term debt: | ||||||||||
Senior notes: | ||||||||||
3.625% senior notes, less unamortized discount and debt issuance costs of $(9.0) and $(9.2), respectively | 5/13/2020 | 5/15/2050 | ||||||||
4.125% senior notes, inclusive of unamortized premium, net of unamortized discount and debt issuance costs, of $5.6 and $6.3, respectively | 3/6/2019 | 3/15/2029 | ||||||||
5.250% senior notes, less unamortized discount and debt issuance costs of $(13.5) and $(14.2), respectively | 6/5/2024 | 6/5/2034 | ||||||||
5.250% senior notes, less unamortized discount and debt issuance costs of $(7.7) | 3/11/2025 | 3/15/2035 | ||||||||
5.500% senior notes, less unamortized discount and debt issuance costs of $(3.6) and $(3.7), respectively | 5/15/2015 | 6/15/2045 | ||||||||
5.750% senior notes, less unamortized discount and debt issuance costs of $(7.5) and $(7.9), respectively | 3/3/2023 | 4/1/2033 | ||||||||
Finance lease liabilities (1) | Various | Various | | |||||||
Syndicated revolving credit facility debt issuance costs | Various | Various | ( | ) | ( | ) | ||||
Long-term debt | ||||||||||
Total debt | $ | $ |
_______________
(1) Refer to Note 5. Leases
Senior Notes
As of June 30, 2025 and December 31, 2024, we had senior notes with an aggregate principal amount of $
On March 11, 2025, we completed an issuance of $
Credit Facilities
We have a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $
10. Stockholders’ Equity:
We have
We have
On February 19, 2025 and April 30, 2025, our Board approved a cash dividend of $
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 $
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 $
We utilized cash received from operations for these repurchases. As of June 30, 2025, we had $
During the six months ended June 30, 2025 and 2024, we recorded total excise tax of $
Treasury Stock
As of June 30, 2025, our treasury stock consisted of
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 | $ | $ | $ | $ | ||||||||||||
Less: Net loss attributable to noncontrolling interests | ||||||||||||||||
Net income attributable to Verisk | $ | $ | $ | $ | ||||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares used in basic EPS | ||||||||||||||||
Effect of dilutive shares: | ||||||||||||||||
Potential common shares issuable from stock options and stock awards | ||||||||||||||||
Weighted average number of common shares and dilutive potential common shares used in diluted EPS |
The potential shares of common stock that were excluded from diluted EPS were
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 | $ | $ | ||||||
Pension and postretirement adjustment, net of tax | ( | ) | ( | ) | ||||
Accumulated other comprehensive income | $ | $ |
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 | $ | $ | $ | |||||||||
Foreign currency translation adjustment attributable to noncontrolling interests | ||||||||||||
Foreign currency translation adjustment | ||||||||||||
Pension and postretirement adjustment before reclassifications | ( | ) | ||||||||||
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1) | ( | ) | ( | ) | ||||||||
Pension and postretirement adjustment | ( | ) | ||||||||||
Total other comprehensive income | $ | $ | ( | ) | $ | |||||||
For the Three Months Ended June 30, 2024 | ||||||||||||
Foreign currency translation adjustment attributable to Verisk | $ | ( | ) | $ | $ | ( | ) | |||||
Foreign currency translation adjustment attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||
Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||
Pension and postretirement adjustment before reclassifications | ( | ) | ||||||||||
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1) | ( | ) | ( | ) | ||||||||
Pension and postretirement adjustment | ( | ) | ||||||||||
Total other comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) |
Before Tax | Tax (Expense) Benefit | After Tax | ||||||||||
For the Six Months Ended June 30, 2025 | ||||||||||||
Foreign currency translation adjustment attributable to Verisk | $ | $ | $ | |||||||||
Foreign currency translation adjustment attributable to noncontrolling interests | ||||||||||||
Foreign currency translation adjustment | ||||||||||||
Pension and postretirement adjustment before reclassifications | ( | ) | ||||||||||
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1) | ( | ) | ( | ) | ||||||||
Pension and postretirement adjustment | ( | ) | ||||||||||
Total other comprehensive income | $ | $ | ( | ) | $ | |||||||
For the Six Months Ended June 30, 2024 | ||||||||||||
Foreign currency translation adjustment attributable to Verisk | $ | ( | ) | $ | $ | ( | ) | |||||
Foreign currency translation adjustment attributable to noncontrolling interests | ||||||||||||
Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||
Pension and postretirement adjustment before reclassifications | ( | ) | ||||||||||
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1) | ( | ) | ( | ) | ||||||||
Pension and postretirement adjustment | ( | ) | ||||||||||
Total other comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) |
___________
(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). |
11. Equity Compensation Plans:
All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our 2021 Incentive Plan or our 2013 Incentive Plan. Awards under our 2021 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards, and (vii) cash. Employees, non-employee directors, and consultants are eligible for awards under our 2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of June 30, 2025, there were
We grant equity awards to our key employees. The nonqualified stock options have an exercise price equal to the adjusted closing price of our common stock on the grant date, with a ten-year contractual term. The fair value of the restricted stock is determined using the closing price of our common stock on the grant date. The restricted stock is not assignable or transferable until it becomes vested. PSUs vest at the end of a three-year performance period, subject to the recipient’s continued service. Each PSU represents the right to receive one share of our common stock and the ultimate realization is based on our achievement of certain market and financial performance criteria and may range from
In January 2025, we granted
A summary of the status of the stock options, restricted stock, and PSUs awarded under our 2021 and 2013 Incentive Plans as of December 31, 2024 and June 30, 2025 and changes during the interim period are presented below:
Stock Option | Restricted Stock | PSU | ||||||||||||||||||||||||||
Number of Shares | 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 | ||||||||||||||||||||||
Outstanding at December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||
Granted | $ | $ | $ | |||||||||||||||||||||||||
Dividend reinvestment | $ | — | $ | — | ||||||||||||||||||||||||
Exercised or lapsed | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
Canceled, expired or forfeited | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
Outstanding at June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||
Exercisable at June 30, 2025 | $ | $ | ||||||||||||||||||||||||||
Exercisable at December 31, 2024 | $ | $ | ||||||||||||||||||||||||||
Nonvested at June 30, 2025 | ||||||||||||||||||||||||||||
Expected to vest at June 30, 2025 | (1) |
(1) | Includes estimated performance achievement |
The fair value of the stock options granted was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table for the six months ended June 30, 2025 and 2024:
2025 | 2024 | |||||||
Option pricing model | Black-Scholes | Black-Scholes | ||||||
Weighted average grant price | $ | $ | ||||||
Expected volatility | % | % | ||||||
Risk-free interest rate | % | % | ||||||
Expected term in years | ||||||||
Dividend yield | % | % | ||||||
Weighted average grant date fair value per stock option | $ | $ |
The expected term for the stock options granted was estimated based on studies of historical experience and projected exercise behavior. However, for certain awards granted, for which no historical exercise pattern exists, the expected term was estimated using the simplified method. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the expected term of the equity award. The volatility factor is calculated using historical daily closing prices over the most recent period commensurate with the expected term of the stock option awards. The expected dividend yield was based on our expected annual dividend rate on the date of grant.
Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the adjusted closing price of our common stock as of the reporting date. Excess tax benefits from stock-based compensation were recorded as income tax benefit in our condensed consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and restricted stock lapsed in excess of compensation recognized for financial reporting purposes. The weighted average remaining contractual terms were
As of June 30, 2025, there was $
Our U.K. Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the average of the closing price on the five trading days immediately preceding the plan invitation date discounted by
Our ESPP offers eligible employees the opportunity to purchase shares of our common stock at a discount of its fair market value at the time of purchase. During the six months ended June 30, 2025 and 2024, we issued
12. Pension and Postretirement Benefits:
We maintain a frozen qualified defined benefit pension plan for certain employees through membership in our Pension Plan for Insurance Organizations (the "Pension Plan"), a multiple-employer trust. We also apply a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which is credited annually based on the interest earned on the previous year-end cash balance. We also have a frozen non-qualified supplemental cash balance plan ("SERP") for certain employees. The SERP is funded from our general assets. During the first quarter of 2025 and as of December 31, 2024, the investment guidelines on our Pension Plan assets targeted an investment allocation of
The components of net periodic (benefit) cost for the three and six months ended June 30, 2025 and 2024 are summarized below:
Pension Plan and SERP |
Postretirement Plan |
|||||||||||||||
For the Three Months Ended June 30, |
||||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Interest cost |
$ | $ | $ | $ | ||||||||||||
Expected return on plan assets |
( |
) | ( |
) | ( |
) | ||||||||||
Amortization of prior service cost |
||||||||||||||||
Amortization of net actuarial loss |
||||||||||||||||
Net periodic (benefit) cost |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||
Employer contributions/(reimbursement), net |
$ | $ | $ | ( |
) | $ |
Pension Plan and SERP |
Postretirement Plan |
|||||||||||||||
For the Six Months Ended June 30, |
||||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Interest cost |
$ | $ | $ | $ | ||||||||||||
Expected return on plan assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Amortization of prior service cost |
||||||||||||||||
Amortization of net actuarial loss |
||||||||||||||||
Net periodic (benefit) cost |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||
Employer contributions/(reimbursement), net |
$ | $ | $ | ( |
) | $ |
The expected contributions to the Pension Plan, SERP, and Postretirement Plan for the year ending December 31, 2025 are consistent with the amounts previously disclosed as of December 31, 2024.
13. Segment Reporting:
ASC 280-10, Disclosures About Segments of an Enterprise and Related Information (“ASC 280-10”), establishes standards for reporting information about operating segments. ASC 280-10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our President and CEO is identified as the CODM as defined by ASC 280-10.
Based on our business strategy along with the verticals we currently service, we have determined that we have
Long-lived assets by country are provided below:
June 30, 2025 |
December 31, 2024 |
|||||||
Long-lived assets: |
||||||||
U.S. |
$ | $ | ||||||
U.K. |
||||||||
Other countries |
||||||||
Total long-lived assets |
$ | $ |
14. Related Parties:
We consider our stockholders that own more than 5.0% of the outstanding stock within the class to be related parties as defined within ASC 850, Related Party Disclosures. For the six months ended June 30, 2025 and 2024, we had
15. Commitments and Contingencies:
We are a party to legal proceedings, investigations, examinations, subpoenas, third party requests, government requests, regulatory proceedings and other claims with respect to a variety of matters in the ordinary course of business, including the matters described below (collectively, “Ongoing Matters”). With respect to Ongoing Matters, we are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to Ongoing Matters or the impact these matters may have on our results of operations, financial position, or cash flows. Although we believe we have strong defenses and have appealed adverse rulings to us, we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, financial position, or cash flows.
Telematics Litigation
As of April 19, 2024, various Plaintiffs filed a total of twenty separate putative class action lawsuits, sixteen against General Motors LLC (“GM”), OnStar LLC (“OnStar”), LexisNexis Risk Solutions, Inc. (“LexisNexis”) and Verisk Analytics Inc. in the United States District Courts for the Northern District of Georgia, the Eastern District of Michigan, Central District of California, District of New Jersey, Southern District of New York, Northern District of Alabama, Northern District of Illinois and District of South Carolina, and four against Hyundai Motor America (“Hyundai”) and Verisk in the Central District of California and District of New Jersey, all of which have been dismissed to date. The Complaints generally allege that the auto manufacturer Defendants collected consumers’ driver behavior data through vehicle software, transmitted it to LexisNexis and Verisk, and that LexisNexis and Verisk shared the data with auto insurance companies, without the individuals’ knowledge or consent. Plaintiffs seek certification of both nationwide classes of individuals and subclasses of various state residents who had their vehicle’s driving data collected by Defendants and shared with a third party without their consent. The Plaintiffs also seek actual, statutory and punitive damages, injunctive relief, as well as reasonable attorney’s fees and other costs. On June 7, the Judicial Panel on Multidistrict Litigation transferred all GM-related lawsuits to the U.S. District Court for the Northern District of Georgia (In Re: Consumer Vehicle Driving Data Tracking Litigation, MDL Case No. 1:24-md-03115-TWT). All discovery proceedings have been stayed. The matters pending against Verisk in the MDL were voluntarily dismissed on December 13, 2024, and a new putative class action, Adam Dinitz, et al. v. Verisk Analytics, Inc. (“Dinitz”), was filed in the District of New Jersey federal court, Case No. 24-11157, to include those dismissed matters and additional named Plaintiffs. Dinitz was transferred to the Northern District of Georgia to be part of the consolidated MDL. A related amended Master Consolidated class action Complaint was also filed in the MDL on December 13, 2024. Defendants filed their motions to dismiss Plaintiffs' claims on April 14, 2025. At this time, it is not possible to reasonably estimate the liability related to these and other associated matters, as they are still in their early stages.
Indemnification Claim
In December 2023, we received a Notice of Indemnification claim from the current owner of our former healthcare data analytics subsidiary, which was divested in 2016, relating to an ongoing tax investigation by the Nepalese tax authorities. Pursuant to the 2016 sale agreement, we are subject to indemnification obligations with respect to certain pre-closing tax liabilities of the divested entity. At this time, it is not possible to reasonably estimate the liability related to this matter, as it is still in its early stages.
Commercial Litigation
On February 12, 2024, Plaintiffs filed a lawsuit, DDS Striker Holdings LLC and Data Driven Holdings LLC against Verisk Analytics, Inc. and Insurance Service Office, in the Superior Court of Delaware, Case No. N24C-02-130 VLM CCLD. Plaintiffs allege claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, common law fraud, and civil conspiracy in connection with their inability to meet the post-closing earn-out targets negotiated as part of our acquisition of Data Driven Safety, LLC. Plaintiffs seek rescissory, out-of-pocket and punitive damages, as well as attorney’s fees, costs and other expenses. We filed a motion to dismiss Plaintiffs’ claims, which was fully briefed as of June 21, 2024, and was partially denied on August 29, 2024. Discovery is ongoing. At this time, it is not possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
Data Privacy Litigation
On or about February 8, 2023, Plaintiffs filed a lawsuit, Atlas Data Privacy Corp., et al. v. Verisk Analytics, Inc., et al., in the Superior Court of New Jersey, Middlesex County, Case No. MID-L-000903-24, alleging violations of Daniel’s Law. Atlas claims to be an “assignee” of claims of approximately 19,640 individuals who are “covered persons” under Daniel’s Law, allegedly enacted to provide judicial and law enforcement officers and their family members with the right to prevent disclosure of their personal information and to enforce those rights against uncooperative data brokers. It is alleged that Defendants have violated Daniel’s Law by failing to respond and comply with their written request to Defendants to cease publicly disclosing or re-disclosing their protected information. Plaintiffs seek actual damages in the amount of $
16. Subsequent Events:
On July 17, 2025, we completed the acquisition of SuranceBay, a leading provider of producer licensing, onboarding, appointment and compliance solutions for the life and annuity industry, for $
On July 29, 2025, we entered into a definitive agreement to acquire AccuLynx for $
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with our historical financial statements and the related notes included in our annual report on Form 10-K ("2024 10-K") dated and filed with the Securities and Exchange Commission on February 26, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under "Risk Factors" and "Special Note Regarding Forward Looking Statements" in our 2024 Form 10-K and those listed under Item 1A in Part II of this quarterly report on Form 10-Q.
We are a leading data analytics provider serving clients in the insurance markets. Using advanced technologies to collect and analyze billions of records, we draw on unique data assets and deep domain expertise to provide innovations that may be integrated into client workflows. We offer predictive analytics and decision support solutions to clients in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, and many other fields. In the U.S., and around the world, we help clients protect people, property, and financial assets.
Our clients use our solutions to make better decisions about risk and opportunities with greater efficiency and discipline. We refer to these products and services as “solutions” due to the integration among our services and the flexibility that enables our clients to purchase components or the comprehensive package. These solutions take various forms, including data, statistical models, or tailored analytics, all designed to allow our clients to make more logical decisions. We believe our solutions for analyzing risk positively impact our clients’ revenues and help them better manage their costs.
Executive Summary
Key Performance Metrics
Revenue growth. We use year-over-year revenue growth as a key performance metric. We assess revenue growth based on our ability to generate increased revenue through increased sales to existing customers, sales to new customers, sales of new or expanded solutions to existing and new customers, and strategic acquisitions of new businesses.
We use year-over-year EBITDA growth as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. We calculate EBITDA margin as EBITDA divided by revenues. The respective nearest applicable GAAP financial measures are net income and net income margin. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies; EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income, or cash flow from operating activities reported under GAAP. Management uses EBITDA and EBITDA margin in conjunction with traditional GAAP operating performance measures as part of its overall assessment company performance. We believe these measures are useful and meaningful because they help us allocate resources, make business decisions, allow for greater transparency regarding our operating performance, and facilitate period-to-period comparisons. Some of these limitations involved in the use of EBITDA are:
• 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 non-cash 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.
• Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.
EBITDA growth. We use EBITDA growth as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth. EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.
EBITDA margin. We use EBITDA margin as a performance measure to assess segment performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.
Revenues
We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database, or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business. For the six months ended June 30, 2025 and 2024, approximately 83% and 81% of our insurance revenues were derived from hosted subscriptions through agreements (generally one to five years) for our solutions, respectively.
We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For the six months ended June 30, 2025 and 2024, approximately 17% and 19% of our insurance revenues were derived from providing transactional and advisory/consulting solutions, respectively.
Operating Costs and Expenses
Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 56% and 58% of our total operating expenses (excluding gains/losses related to dispositions) for the six months ended June 30, 2025 and 2024, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.
We assign personnel expenses between two categories, cost of revenues and selling, general and administrative expense, based on the actual costs associated with each employee. We categorize employees who maintain our solutions as cost of revenues, and all other personnel, including executive managers, salespeople, marketing, business development, finance, legal, human resources, and administrative services, as selling, general and administrative expenses. A significant portion of our other operating costs, such as facilities and communications, is also either captured within cost of revenues or selling, general and administrative expenses based on the nature of the work being performed.
While we expect to grow our headcount over time to take advantage of our market opportunities, we believe that the economies of scale in our operating model will allow us to grow our personnel expenses at a lower rate than revenues. Historically, our EBITDA margin has improved because we have been able to increase revenues without a proportionate corresponding increase in expenses. However, part of our corporate strategy is to invest in new solutions and new businesses, which may offset margin expansion.
Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition, disposition and verification of data, the maintenance of our existing solutions, and the development and enhancement of our next-generation solutions. Our cost of revenues excludes depreciation and amortization.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses consist primarily of personnel costs. A portion of the other costs such as facilities, insurance, and communications are also allocated to selling, general and administrative expenses based on the nature of the work being performed by the employee. Our selling, general and administrative expenses exclude depreciation and amortization.
Condensed Consolidated Results of Operations
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
June 30, |
Percentage |
June 30, |
Percentage |
|||||||||||||||||||||
2025 |
2024 |
Change |
2025 |
2024 |
Change |
|||||||||||||||||||
(in millions, except for share and per share data) |
||||||||||||||||||||||||
Statement of income data: |
||||||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
Insurance |
$ | 772.6 | $ | 716.8 | 7.8 | % | $ | 1,525.6 | $ | 1,420.8 | 7.4 | % | ||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Cost of revenues (exclusive of items shown separately below) |
229.5 | 219.4 | 4.6 | % | 460.3 | 447.2 | 2.9 | % | ||||||||||||||||
Selling, general and administrative |
106.5 | 101.5 | 4.9 | % | 215.4 | 194.4 | 10.8 | % | ||||||||||||||||
Depreciation and amortization of fixed assets |
66.0 | 59.0 | 11.9 | % | 133.4 | 116.4 | 14.6 | % | ||||||||||||||||
Amortization of intangible assets |
16.3 | 18.2 | (10.4 | )% | 32.1 | 36.7 | (12.5 | )% | ||||||||||||||||
Total operating expenses, net |
418.3 | 398.1 | 5.1 | % | 841.2 | 794.7 | 5.9 | % | ||||||||||||||||
Operating income |
354.3 | 318.7 | 11.2 | % | 684.4 | 626.1 | 9.3 | % | ||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Net gain on early extinguishment of debt |
— | 3.6 | (100.0 | )% | — | 3.6 | (100.0 | )% | ||||||||||||||||
Investment gain |
9.1 | 99.8 | (90.9 | )% | 11.7 | 96.5 | (87.9 | )% | ||||||||||||||||
Interest expense, net |
(35.5 | ) | (29.1 | ) | 22.0 | % | (71.8 | ) | (58.0 | ) | 23.8 | % | ||||||||||||
Total other (expense) income, net |
(26.4 | ) | 74.3 | (135.5 | )% | (60.1 | ) | 42.1 | (242.8 | )% | ||||||||||||||
Income before income taxes |
327.9 | 393.0 | (16.6 | )% | 624.3 | 668.2 | (6.6 | )% | ||||||||||||||||
Provision for income taxes |
(74.6 | ) | (85.2 | ) | (12.4 | )% | (138.7 | ) | (141.0 | ) | (1.6 | )% | ||||||||||||
Net income |
253.3 | 307.8 | (17.7 | )% | 485.6 | 527.2 | (7.9 | )% | ||||||||||||||||
Less: Net loss attributable to noncontrolling interests |
— | 0.3 | (100.0 | )% | — | 0.5 | (100.0 | )% | ||||||||||||||||
Net income attributable to Verisk |
$ | 253.3 | $ | 308.1 | (17.8 | )% | $ | 485.6 | $ | 527.7 | (8.0 | )% | ||||||||||||
Basic net income per share attributable to Verisk: |
$ | 1.81 | $ | 2.16 | (16.2 | )% | $ | 3.47 | $ | 3.69 | (6.0 | )% | ||||||||||||
Diluted net income per share attributable to Verisk: |
$ | 1.81 | $ | 2.15 | (15.8 | )% | $ | 3.45 | $ | 3.67 | (6.0 | )% | ||||||||||||
Cash dividends declared per share (1): |
$ | 0.45 | $ | 0.39 | 15.4 | % | $ | 0.90 | $ | 0.78 | 15.4 | % | ||||||||||||
Weighted average shares outstanding: |
||||||||||||||||||||||||
Basic |
139,818,324 | 142,705,508 | (2.0 | )% | 140,056,221 | 143,001,836 | (2.1 | )% | ||||||||||||||||
Diluted |
140,339,539 | 143,293,222 | (2.1 | )% | 140,639,547 | 143,633,378 | (2.1 | )% | ||||||||||||||||
The financial operating data below sets forth the information we believe is useful for investors in evaluating our overall financial performance: |
||||||||||||||||||||||||
Other data: |
||||||||||||||||||||||||
EBITDA(2) |
$ | 445.7 | $ | 499.3 | (10.7 | )% | $ | 861.6 | $ | 879.3 | (2.0 | )% | ||||||||||||
The following is a reconciliation of net income to EBITDA: |
||||||||||||||||||||||||
Net income |
$ | 253.3 | $ | 307.8 | (17.7 | )% | $ | 485.6 | $ | 527.2 | (7.9 | )% | ||||||||||||
Depreciation and amortization of fixed assets and intangible assets |
82.3 | 77.2 | 6.6 | % | 165.5 | 153.1 | 8.1 | % | ||||||||||||||||
Interest expense |
35.5 | 29.1 | 22.0 | % | 71.8 | 58.0 | 23.8 | % | ||||||||||||||||
Provision for income taxes |
74.6 | 85.2 | (12.4 | )% | 138.7 | 141.0 | (1.6 | )% | ||||||||||||||||
EBITDA |
$ | 445.7 | $ | 499.3 | (10.7 | )% | $ | 861.6 | $ | 879.3 | (2.0 | )% |
(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 11. of our condensed 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 14. of our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies. EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income, or cash flows from operating activities reported under GAAP. Management uses EBITDA in conjunction with GAAP operating performance measures as part of its overall assessment of company performance. Some of these limitations are: |
• |
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. |
Consolidated Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Revenues
Revenues were $772.6 million for the three months ended June 30, 2025, compared to $716.8 million for the three months ended June 30, 2024, an increase of $55.8 million or 7.8%. Our underwriting revenue increased $42.1 million or 8.3%. Our claims revenue increased $13.7 million or 6.6%.
Our revenue by category for the periods presented is set forth below:
Three Months Ended June 30, |
Percentage change excluding |
|||||||||||||||
2025 |
2024 |
Percentage change |
recent acquisitions/dispositions |
|||||||||||||
(in millions) |
||||||||||||||||
Underwriting |
$ | 549.6 | $ | 507.5 | 8.3 | % | 9.1 | % | ||||||||
Claims |
223.0 | 209.3 | 6.6 | % | 6.6 | % | ||||||||||
Total Insurance |
$ | 772.6 | $ | 716.8 | 7.8 | % | 8.4 | % |
Our recent acquisition (Simplitium within the claims category of the Insurance segment) and dispositions (Atmospheric and Environmental Research ('AER') within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $3.8 million, while the remaining Insurance revenues increased $59.6 million or 8.4%. Our underwriting revenue increased $45.9 million or 9.1%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within extreme event solutions. In addition, specialty business and life solutions contributed to the growth. Our claims revenue increased $13.7 million or 6.6%, primarily due to solid growth in anti-fraud solutions and property estimating solutions.
Cost of Revenues
Cost of revenues was $229.5 million for the three months ended June 30, 2025 compared to $219.4 million for the three months ended June 30, 2024, an increase of $10.1 million or 4.6%. Our recent acquisition and disposition accounted for a decrease of $2.6 million in cost of revenues. The remaining increase of $12.7 million or 5.9% was primarily due to salaries and employee benefits of $8.7 million, bad debt expense of $2.8 million, information technology expenses of $2.1 million, professional consulting fees of $1.3 million, and rent expense of $0.6 million, partially offset by a reduction in data costs of $1.0 million, and other operating costs of $1.8 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $106.5 million for the three months ended June 30, 2025 compared to $101.5 million for the three months ended June 30, 2024, an increase of $5.0 million or 4.9%. Our recent acquisition and disposition accounted for a decrease of $1.0 million in selling, general, and administrative expenses. The remaining increase of $6.0 million or 6.1% was primarily due to salaries and employee benefits of $6.1 million, information technology expense of $1.4 million, rent expense of $1.0 million, and travel expenses of $0.6 million, partially offset by professional consulting fees of $2.1 million, insurance expense of $0.7 million, and other operating costs of $0.3 million.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets were $66.0 million for the three months ended June 30, 2025 compared to $59.0 million for the three months ended June 30, 2024, an increase of $7.0 million or 11.9%. The increase was primarily due to internally developed software projects that were completed and placed into service.
Amortization of Intangible Assets
Amortization of intangible assets was $16.3 million for the three months ended June 30, 2025 compared to $18.2 million for the three months ended June 30, 2024, a decrease of $1.9 million or 10.4%. The decrease was primarily due to intangible assets that were fully amortized.
Net Gain on Early Extinguishment of Debt
Net gain on early extinguishment of debt was $3.6 million for the three months ended June 30, 2024 due to a cash tender offer of $400.0 million aggregate principal amount of our 2025 Senior Notes that was completed on June 7, 2024.
Investment Gain
Investment gain was $9.1 million for the three months ended June 30, 2025 compared to $99.8 million for the three months ended June 30, 2024, a decrease of $90.7 million. The decrease was primarily due to the net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
Interest Expense, net
Interest expense, net was $35.5 million for the three months ended June 30, 2025 compared to $29.1 million for the three months ended June 30, 2024, an increase of $6.4 million or 22.0%. The increase was primarily driven by interest expense related to the issuance of our 2035 Senior Notes, partially offset by the repayment of our 2025 Senior Notes and higher interest income for the three months ended June 30, 2025.
Provision for Income Taxes
The provision for income taxes was $74.6 million and the effective tax rate was 22.7% for the three months ended June 30, 2025, compared to $85.2 million and 21.7% for the three months ended June 30, 2024. The increase in the effective tax rate was primarily due to a nonrecurring tax benefit recognized in the prior period. The difference between statutory tax rates and our effective tax rate is primarily due to state and local taxes, partially offset by tax benefits attributable to equity compensation.
Net Income Margin
Net income was $253.3 million for the three months ended June 30, 2025 compared to $307.8 million for the three months ended June 30, 2024. The net income margin was 32.8% for the three months ended June 30, 2025 compared to 42.9% for the three months ended June 30, 2024. The decrease in net income margin was primarily driven by net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, and a net gain on the early extinguishment of debt in the prior year, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
EBITDA Margin [1]
EBITDA was $ 445.7 million for the three months ended June 30, 2025 compared to $ 499.3 million for the three months ended June 30, 2024. The EBITDA margin for our consolidated results was 57.7% for the three months ended June 30, 2025 compared to 69.7% for the three months ended June 30, 2024. The decrease in EBITDA margin was primarily driven by net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, and a net gain on the early extinguishment of debt in the prior year, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
Consolidated Results of Operations
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenues
Revenues were $1,525.6 million for the six months ended June 30, 2025, compared to $1,420.8 million for the six months ended June 30, 2024, an increase of $104.8 million or 7.4%. Our underwriting revenue increased $75.7 million or 7.5%. Our claims revenue increased $29.1 million or 7.0%.
Our revenue by category for the periods presented is set forth below:
Six Months Ended June 30, |
Percentage change excluding |
|||||||||||||||
2025 |
2024 |
Percentage change |
recent acquisitions/dispositions |
|||||||||||||
(in millions) |
||||||||||||||||
Underwriting |
$ | 1,081.6 | $ | 1,005.9 | 7.5 | % | 8.5 | % | ||||||||
Claims |
444.0 | 414.9 | 7.0 | % | 7.0 | % | ||||||||||
Total Insurance |
$ | 1,525.6 | $ | 1,420.8 | 7.4 | % | 8.0 | % |
Our recent acquisition (Rocket and Simplitium within the claims category of the Insurance segment) and dispositions (AER within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $8.4 million, while the remaining Insurance revenues increased $113.2 million or 8.0%. Our underwriting revenue increased $84.3 million or 8.5%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within extreme event solutions. In addition, specialty business and life solutions contributed to the growth. Our claims revenue increased $28.9 million or 7.0%, primarily due to solid growth in anti-fraud solutions and property estimating solutions.
Cost of Revenues
Cost of revenues was $460.3 million for the six months ended June 30, 2025 compared to $447.2 million for the six months ended June 30, 2024, an increase of $13.1 million or 2.9%. Our recent acquisition and disposition accounted for a decrease of $6.3 million in cost of revenues. The remaining increase of $19.4 million or 4.4% was primarily due to salaries and employee benefits of $12.0 million, information technology expenses of $5.5 million, and bad debt expense of $5.0 million, partially offset by a reduction in professional consulting fees of $1.6 million, rent expense of $0.3 million, and other operating costs of $1.2 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $215.4 million for the six months ended June 30, 2025 compared to $194.4 million for the six months ended June 30, 2024, an increase of $21.0 million or 10.8%. Our recent acquisition and disposition accounted for a decrease of $1.8 million in selling, general, and administrative expenses. The remaining increase of $22.8 million or 11.9% was primarily due to salaries and employee benefits of $10.9 million, professional consulting fees of $7.0 million, information technology expense of $1.9 million, rent expense of $1.8 million, and travel expenses of $1.5 million, partially offset by a reduction in insurance expense of $0.3 million.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets were $133.4 million for the six months ended June 30, 2025 compared to $116.4 million for the six months ended June 30, 2024, an increase of $17.0 million or 14.6%. The increase was primarily due to internally developed software projects that were completed and placed into service.
Amortization of Intangible Assets
Amortization of intangible assets was $32.1 million for the six months ended June 30, 2025 compared to $36.7 million for the six months ended June 30, 2024, a decrease of $4.6 million or 12.5%. The decrease was primarily due to intangible assets that were fully amortized of $4.9 million, partially offset by the amortization of intangible assets related to our recent acquisitions of $0.3 million.
Net Gain on Early Extinguishment of Debt
Net gain on early extinguishment of debt was $3.6 million for the six months ended June 30, 2024 due to a cash tender offer of $400.0 million aggregate principal amount of our 2025 Senior Notes that was completed on June 7, 2024.
Investment Gain
Investment gain was $11.7 million for the six months ended June 30, 2025 compared to $96.5 million for the six months ended June 30, 2024, a decrease of $84.8 million. The decrease was primarily due to the net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
Interest Expense, net
Interest expense, net was $71.8 million for the six months ended June 30, 2025 compared to $58.0 million for the six months ended June 30, 2024, an increase of $13.8 million or 23.8%. The increase was primarily driven by interest expense related to the issuance of our 2035 Senior Notes, partially offset by the repayment of our 2025 Senior Notes and increased interest income for the six months ended June 30, 2025.
Provision for Income Taxes
The provision for income taxes was $138.7 million and the effective tax rate was 22.2% for the six months ended June 30, 2025, compared to $141.0 million and 21.1% for the six months ended June 30, 2024. The increase in the effective tax rate was primarily due to a nonrecurring tax benefit recognized in the prior period. The difference between statutory tax rates and our effective tax rate is primarily due to state and local taxes, partially offset by tax benefits attributable to equity compensation.
Net Income Margin
Net income was $485.6 million for the six months ended June 30, 2025 compared to $527.2 million for the six months ended June 30, 2024. The net income margin was 31.8% for the six months ended June 30, 2025 compared to 37.1% for the six months ended June 30, 2024. The decrease in net income margin was primarily driven by net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, and a net gain on the early extinguishment of debt in the prior year, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
EBITDA Margin [1]
EBITDA was $ 861.6 million for the six months ended June 30, 2025 compared to $ 879.3 million for the six months ended June 30, 2024. The EBITDA margin for our consolidated results was 56.5% for the six months ended June 30, 2025 compared to 61.9% for the six months ended June 30, 2024. The decrease in EBITDA margin was primarily driven by net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, and a net gain on the early extinguishment of debt in the prior year, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is presented in the table below.
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Total |
Total |
Total |
Total |
|||||||||||||
Net income |
$ | 253.3 | $ | 307.8 | $ | 485.6 | $ | 527.2 | ||||||||
Depreciation and amortization of fixed assets |
66.0 | 59.0 | 133.4 | 116.4 | ||||||||||||
Amortization of intangible assets |
16.3 | 18.2 | 32.1 | 36.7 | ||||||||||||
Interest expense |
35.5 | 29.1 | 71.8 | 58.0 | ||||||||||||
Provision for income taxes |
74.6 | 85.2 | 138.7 | 141.0 | ||||||||||||
EBITDA |
$ | 445.7 | $ | 499.3 | $ | 861.6 | $ | 879.3 | ||||||||
Revenue |
$ | 772.6 | $ | 716.8 | $ | 1,525.6 | $ | 1,420.8 | ||||||||
EBITDA Margin |
57.7 | % | 69.7 | % | 56.5 | % | 61.9 | % |
Liquidity and Capital Resources
As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents and available-for-sale securities totaling $630.0 million and $292.5 million, respectively. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of June 30, 2025 and December 31, 2024, a vast majority of our domestic cash and cash equivalents is with TD Bank, N.A., and JPMorgan Chase N.A. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our Credit Facility, we expect that we will have sufficient cash to meet our working capital and capital expenditure needs and to fuel our future growth plans.
We have historically managed the business with a working capital deficit due to the fact that, as described above, we offer our solutions and services primarily through annual subscriptions or long-term contracts, which are generally prepaid quarterly or annually in advance of the services being rendered. When cash is received for prepayment of invoices, we record an asset (cash and cash equivalents) on our balance sheet with the offset recorded as a current liability (deferred revenues). This current liability is deferred revenue that does not require a direct cash outflow since our customers have prepaid and are obligated to purchase the services. In most businesses, growth in revenue typically leads to an increase in the accounts receivable balance causing a use of cash as a company grows. Unlike these businesses, our cash position is favorably affected by revenue growth, which results in a source of cash due to our customers prepaying for most of our services.
We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. During the six months ended June 30, 2025 and 2024, we repurchased $300.1 million and $350.0 million (inclusive of $22.5 million in treasury stock then not yet settled), respectively, of our common stock. The repurchase of our common stock was funded using cash from operations. For the six months ended June 30, 2025 and 2024, we also paid dividends of $126.0 million and $111.3 million, respectively.
Financing and Financing Capacity
We had total debt, excluding finance lease liabilities, unamortized discounts and premium, and debt issuance costs of $3,250.0 million and $3,050.0 million at June 30, 2025 and December 31, 2024, respectively, and we were in compliance with our financial and other covenants. The debt at June 30, 2025, primarily consists of senior notes issued in 2025, 2024, 2023, 2020, 2019, and 2015. Interest on the senior notes is payable semi-annually each year. The unamortized discount and debt issuance costs were recorded as "Long-term debt" in the accompanying consolidated balance sheets, and will be amortized to "Interest expense" in the accompanying consolidated statements of operations within this Form 10-Q over the life of the respective senior note. The indenture governing the senior notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions, and consolidate with, sell, lease, convey, or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity. We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases or exchanges of our outstanding notes, depending on various factors, such as market conditions. Any such repurchases may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. See Note 9. for additional information on our financing activities.
We have a $1,000.0 million Syndicated Revolving Credit Facility with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, N.A., Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company with a maturity date of April 5, 2028. Borrowing under the facility is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending on the public debt rating. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated funded debt leverage ratio of less than 3.75 to 1.0. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.0 (no more than once) and to 4.25 to 1.0 (no more than once) in connection with the closing of a permitted acquisition. The Syndicated Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the Repurchase Program. As of June 30, 2025, we were in compliance with all financial and other debt covenants under the Syndicated Credit Facility. As of June 30, 2025 and December 31, 2024, the available capacity under the Syndicated Revolving Credit Facility was $995.4 million, which takes into account outstanding letters of credit of $4.6 million.
Cash Flow
The following table summarizes our cash flow data:
Three Months Ended |
Six Months Ended |
||||||||||||||||||||||
June 30, |
June 30, |
||||||||||||||||||||||
2025 |
2024 |
Percentage change |
2025 |
2024 |
Percentage change |
||||||||||||||||||
(in millions) |
(in millions) |
||||||||||||||||||||||
Net cash provided by operating activities |
$ | 244.5 | $ | 211.7 | 15.5 | % | $ | 689.2 | $ | 592.4 | 16.3 % |
||||||||||||
Net cash (used in) provided by investing activities |
$ | (80.6 | ) | $ | 56.1 | N/A | $ | (138.4 | ) | $ | (23.8 | ) | 481.5 % |
||||||||||
Net cash (used in) provided by financing activities |
$ | (659.0 | ) | $ | 14.1 | N/A | $ | (225.7 | ) | $ | (236.9 | ) | (4.7)% |
Operating Activities
Net cash provided by operating activities was $244.5 million for the three months ended June 30, 2025, compared to $211.7 million for the three months ended June 30, 2024, an increase of $32.8 million or 15.5%. The increase in operating cash flow was due to an increase in operating profit partially offset by the timing of certain cash payments throughout the quarter.
Net cash provided by operating activities was $689.2 million for the six months ended June 30, 2025, compared to $592.4 million for the six months ended June 30, 2024, an increase of $96.8 million or 16.3%. The increase in operating cash flow was due to an increase in operating profit and a federal tax refund received in the first quarter of 2025.
Investing Activities
Net cash used in investing activities of $80.6 million for the three months ended June 30, 2025 was primarily related to capital expenditures of $55.8 million and acquisitions of $20.3 million. Net cash provided by investing activities of $56.1 million for the three months ended June 30, 2024 was primarily related to proceeds received upon settlement of our retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022 of $112.1 million, partially offset by capital expenditures of $57.8 million.
Net cash used in investing activities of $138.4 million for the six months ended June 30, 2025 was primarily related to capital expenditures of $109.5 million and an acquisition and purchase of an additional controlling interest of $24.4 million. Net cash used in investing activities of $23.8 million for the six months ended June 30, 2024 was primarily related to capital expenditures of $113.0 million, and acquisitions and a purchase of an additional controlling interest totaling $23.4 million, partially offset by proceeds received upon settlement of our retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022 of $112.1 million.
Net cash used in financing activities of $659.0 million for the three months ended June 30, 2025 was primarily driven by the repayment of our 2025 senior note of $500.0 million, repurchases of common stock of $100.0 million, dividends paid of $63.0 million, payment of excise tax of $7.6 million, the net share settlement of taxes from restricted stock and performance share awards of $7.6 million, and other financing activities of $3.7 million, partially offset by the proceeds from stock options exercised of $22.9 million. Net cash provided by financing activities of $14.1 million for the three months ended June 30, 2024 was primarily driven by the payment on early extinguishment of debt of $396.4 million, the funding of a $150.0 million accelerated share repurchase program, and dividends paid of $55.5 million, partially offset by proceeds from the issuance of long-term debt, net of original discount, of $590.2 million, and proceeds from stock options exercised of $35.0 million.
Net cash used in financing activities of $225.7 million for the six months ended June 30, 2025 was primarily driven by the repayment of our 2025 senior note of $500.0 million, repurchases of common stock of $300.1 million, dividends paid of $126.0 million, the net share settlement of taxes from restricted stock and performance share awards of $25.5 million, payment of excise tax of $7.6 million, payment of debt issuance costs of $6.2 million, and other financing activities of $6.2 million, partially offset by the proceeds from issuance of long term debt of $698.3 million and proceeds from stock options exercised of $47.6 million. Net cash used in financing activities of $236.9 million for the six months ended June 30, 2024 was primarily driven by the payment on the early extinguishment of debt of $396.4 million, the funding of $350.0 million of accelerated share repurchase programs, and dividends paid of $111.3 million, partially offset by proceeds from the issuance of long-term debt, net of original discount, of $590.2 million, and proceeds from stock options exercised of $63.2 million.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
There have been no material changes to our contractual obligations outside the ordinary course of our business from those reported in our annual report on Form 10-K and filed with the Securities and Exchange Commission on February 26, 2025.
Critical Accounting Estimates
Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements require management to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to acquisition purchase price allocations, revenue recognition, goodwill and intangible assets, pension and other postretirement benefits, stock-based compensation, income taxes, and allowance for doubtful accounts. Actual results may differ from these assumptions or conditions. Some of the judgments that management makes in applying its accounting estimates in these areas are discussed under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 26, 2025. Since the date of our annual report on Form 10-K, there have been no material changes to our critical accounting policies and estimates other than the items noted below.
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Market risks at June 30, 2025 have not materially changed from those discussed under Item 7A in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 26, 2025.
Item 4. |
Controls and Procedures |
Disclosure Controls and Procedures
We are required to maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives at the reasonable assurance level.
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon the foregoing assessments, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the six months ended June 30, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. |
Legal Proceedings |
We are party to legal proceedings with respect to a variety of matters in the ordinary course of business. See Part I Item 1. Note 15. to our condensed consolidated financial statements for the six months ended June 30, 2025 for a description of our significant current legal proceedings, which is incorporated by reference herein.
Item 1A. |
Risk Factors |
There has been no material change in the information provided under the heading “Risk Factors” in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 26, 2025, as supplemented by the information provided under the heading "Risk Factors" in our Form 10-Q for the quarter ended June 30, 2025.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Recent Sales of Unregistered Securities
We did not have any unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. On February 19, 2025, our Board of Directors approved an additional share repurchase authorization of up to $1.0 billion. As of June 30, 2025, we had $1,291.5 million available to repurchase shares. Our share repurchases for the quarter ended June 30, 2025 are set forth below:
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
(in millions) |
||||||||||||||||
April 1, 2025 through April 30, 2025 |
123,766 | (1) |
$ | 288.09 | 123,766 | $ | 1,391.5 | |||||||||
May 1, 2025 through May 31, 2025 |
270,399 | (2) |
$ | 314.35 | 270,399 | $ | 1,291.5 | |||||||||
June 1, 2025 through June 30, 2025 |
52,614 | (2) |
$ | 309.58 | 52,614 | $ | 1,291.5 | |||||||||
446,779 | 446,779 |
(1) |
In March 2025, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $200.0 million with Citibank, N.A. This ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price on March 11, 2025, we received an initial delivery of 570,470 shares of our common stock at an initial price of $298.00 per share, representing an initial delivery of approximately 85 percent of the aggregate purchase price. Upon the final settlement of this ASR agreement in April 2025, we received 123,766 additional shares, as determined based on the volume weighted average share price of our common stock, less a discount, of $288.09 per share during the term of this ASR agreement. |
(2) |
In May 2025, we entered into an additional ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $100.0 million with Goldman Sachs & Co. LLC. This ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. 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 at an initial price of $314.35 per share, representing an initial delivery of approximately 85 percent of the aggregate purchase price. Upon the final settlement of this 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 this ASR agreement. |
Item 3. |
Defaults Upon Senior Securities |
None.
Item 4. |
Mine Safety Disclosures |
None.
Item 5. | Other Information |
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended June 30, 2025, none of our Section 16 officers or directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangements” (as those terms are defined in Item 408 of Regulation S-K of the Exchange Act).
Item 6. |
Exhibits |
See Exhibit Index.
EXHIBIT INDEX
Exhibit Number |
Description |
|
3.1 | Restated Certificate of Incorporation of Verisk Analytics, Inc., effective as of May 20, 2025, incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated May 27, 2025. | |
3.2 | Amended and Restated Bylaws of Verisk Analytics, Inc., effective as of May 20, 2025, incorporated by herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated May 27, 2025. | |
31.1 |
Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.* |
|
31.2 |
Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.* |
|
32.1 |
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 |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* |
|
101.SCH |
Inline XBRL Taxonomy Extension Schema.* |
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase.* |
|
101.DEF |
Inline XBRL Taxonomy Definition Linkbase.* |
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase.* |
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase.* |
|
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
* |
Filed herewith. |
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.
Verisk Analytics, Inc. |
|||
(Registrant) |
|||
Date: July 30, 2025 |
By: |
/s/ Elizabeth D. Mann |
|
Elizabeth D. Mann |
|||
Chief Financial Officer |
|||
(Principal Financial Officer and Duly Authorized Officer) |