XML 37 R25.htm IDEA: XBRL DOCUMENT v3.22.0.1
Note 16 - Stockholders' Equity
 12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

16.    Stockholders’ Equity:

 

We have 2,000,000,000 shares of authorized common stock as of December 31, 2021 and 2020. The common shares have rights to any dividend declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all eleven members of our Board of Directors. At December 31, 2021, 2020, and 2019, the adjusted closing price of our common stock was $228.73, $206.34, and $147.50 per share, respectively.

 

We have 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. We did not issue any preferred shares as of December 31, 2021 and 2020.

 

On February 17, 2021, April 28, 2021, July 28, 2021, and October 27, 2021, our board approved a cash dividend of $0.29 per share of common stock issued and outstanding to the holders of record as of March 15, 2021, June 15, 2021, September 15, 2021, and December 15, 2021, respectively. Cash dividends of $188.2 million and $175.8 million were paid during the years ended December 31, 2021 and 2020 and recorded as a reduction to retained earnings, respectively.

 

Share Repurchase Program

 

We have authorized repurchases of up to $4,600.0 million of our common stock through our Repurchase Program, inclusive of the $500.0 million authorization approved by our board on August 17, 2021. Since the introduction of share repurchase as a feature of our capital management strategies in 2010, we have repurchased shares with an aggregate value of $3,996.2 million. As of December 31, 2021, we had $603.8 million available to repurchase shares. We have no obligation to repurchase stock under this program and intend to use this authorization as a means of offsetting dilution from the issuance of shares under our 2021 Equity Incentive Plan (the "2021 Incentive Plan), our 2013 Equity Incentive Plan (the "2013 Incentive Plan"), our 2009 Equity Incentive Plan (the “2009 Incentive Plan”), our sharesave plan (“U.K. Sharesave Plan”), and our employee stock purchase plan ("ESPP") while providing flexibility to repurchase additional shares if warranted. This authorization has no expiration date and may be increased, reduced, suspended, or terminated at any time. Shares that are repurchased under the Repurchase Program will be recorded as treasury stock and will be available for future issuance.

 

In December 2020, March 2021, June 2021, and September 2021, we entered into Accelerated Share Repurchase ("ASR") agreements to repurchase shares of our common stock for an aggregate purchase price of $50.0 million, $125.0 million, $150.0 million, and $75.0 million, respectively, with HSBC Bank USA, Citibank, N.A., and Wells Fargo Bank. The ASR agreements are each accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. The forward stock purchase agreements are each classified as an equity instrument under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and were deemed to have a fair value of zero at the respective effective date. Upon payments of the aggregate purchase price on January 4, 2021, April 1, 2021, July 1, 2021, and October 1, 2021, we received an aggregate delivery of 192,687, 565,963, 686,813, and 299,596 shares of our common stock, respectively. Upon the final settlement of the ASR agreements in February 2021, May 2021, September 2021, and December 2021, we received additional shares of 70,787, 121,965, 111,429, and 52,815 as determined by the volume weighted average share price of our common stock of $189.77, $181.71, $187.91, and $212.82 during the term of the ASR agreements, respectively. The aggregate purchase price was recorded as a reduction to stockholders' equity in our consolidated statements of changes in stockholders' equity for the year ended December 31, 2021. These repurchases of 2,102,055 shares for the year ended December 31, 2021 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

 

During the years ended December 31, 2021 and 2020, we repurchased 2,545,191 and 2,155,084 shares of common stock as part of the Repurchase Program, inclusive of the ASRs, at a weighted average price of $186.63 and $161.84 per share, respectively. We utilized cash from operations and borrowings from our Credit Facility to fund these repurchases.

 

Treasury Stock

 

As of December 31, 2021, our treasury stock consisted of 382,351,399 shares of common stock. During the years ended December 31, 2021, 2020, and 2019, we transferred 1,379,304, 1,811,046, and 1,369,305 shares of common stock, under the 2021 Incentive Plan, 2013 Incentive Plan, and 2009 Incentive Plan, from the treasury shares at a weighted average price of $11.78, $10.67, and $9.72 per share, respectively.

 

Earnings Per Share 

 

The following is a reconciliation of the numerators and denominators of our basic and diluted EPS computations for the years ended December 31: 

 

  

2021

  

2020

  

2019

 
  

(In millions, except for share and per share data)

 

Numerator used in basic and diluted EPS:

            

Net income attributable to Verisk

 $666.2  $712.7  $449.9 

Denominator:

            

Weighted average number of common shares used in basic EPS

  161,841,441   162,610,586   163,535,438 

Effect of dilutive shares:

            

Potential common shares issuable from stock options and stock-based awards

  1,497,468   2,710,123   3,024,677 

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

  163,338,909   165,320,709   166,560,115 

 

The potential shares of common stock that were excluded from diluted EPS were 620,241, 513,137, and 674,983 at December 31, 2021, 2020, and 2019, respectively, because the effect of including those potential shares was anti-dilutive.

 

Accumulated Other Comprehensive Losses

 

The following is a summary of accumulated other comprehensive losses as of December 31:

 

  

2021

  

2020

 

Foreign currency translation adjustment

 $(338.0) $(292.2)

Pension and postretirement adjustment, net of tax

  (56.6)  (83.5)

Accumulated other comprehensive losses

 $(394.6) $(375.7)

 

The before tax and after tax amounts of other comprehensive (loss) income for the years ended December 31, 2021, 2020, and 2019 are summarized below:

 

      

Tax Benefit

     
  

Before Tax

  

(Expense)

  

After Tax

 

December 31, 2021

            

Foreign currency translation adjustment attributable to Verisk

 $(45.8) $—  $(45.8)

Foreign currency translation adjustment attributable to noncontrolling interests

  (0.5)  —   (0.5)

Foreign currency translation adjustment

  (46.3)  —   (46.3)

Pension and postretirement adjustment before reclassifications

  39.8   (9.8)  30.0 

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

  (4.1)  1.0   (3.1)

Pension and postretirement adjustment

  35.7   (8.8)  26.9 

Total other comprehensive loss

 $(10.6) $(8.8) $(19.4)

December 31, 2020

            

Foreign currency translation adjustment

 $107.9  $—  $107.9 

Pension and postretirement adjustment before reclassifications

  11.1   (2.9)  8.2 

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

  (6.7)  1.8   (4.9)

Pension and postretirement adjustment

  4.4   (1.1)  3.3 

Total other comprehensive income

 $112.3  $(1.1) $111.2 

December 31, 2019

            

Foreign currency translation adjustment

 $88.4  $—  $88.4 

Pension and postretirement adjustment before reclassifications

 

26.7

   (6.4)  20.3 

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

  (4.9)  1.2   (3.7)

Pension and postretirement adjustment

  21.8   (5.2)  16.6 

Total other comprehensive income

 $110.2  $(5.2) $105.0 

_______________

  

(1) 

These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in our accompanying consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (See Note 18. Pension and Postretirement Benefits for additional details).