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Note 7 - Dispositions

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

7. Dispositions:

2022 Dispositions

On March 11, 2022, the sale of our environmental health and safety business ("3E Company Environmental, Ecological and Engineering"), which made up our Supply Chain reporting unit, within the Energy and Specialized Markets segment, was completed for proceeds of $575.0 million, net of cash and excluding contingent consideration. In the first quarter of 2022, we recognized a gain of $450.8 million. The major classes of assets and liabilities disposed of, reflected in our condensed consolidated balance sheets as of March 11, 2022, are presented below. We assessed the sale of our environmental health and safety business per the guidance in ASC 205-20, Discontinued Operations, and determined that this transaction did not qualify as a discontinued operation as its total revenues and assets did not meet the thresholds exemplified in the guidance to represent a strategic shift that has or will have a major effect on our operations and financial results.

On April 8, 2022, the sale of Verisk Financial Services, our Financial Services segment, to TransUnion, a global information and insights company, was completed for net cash proceeds of $498.3 million. An impairment loss of $73.7 million and a loss on the sale of $15.6 million were included in "Other operating income, net" within our accompanying condensed consolidated statements of operations for the first and second quarter of 2022, respectively. We assessed the sale of our Financial Services segment per the guidance in ASC 205-20, Discontinued Operations, and determined that this transaction did not qualify as a discontinued operation as its total revenues and assets did not meet the thresholds exemplified in the guidance to represent a strategic shift that has or will have a major effect on our operations and financial results. Verisk Financial Services generated revenue of $37.6 million in 2022.

In the third quarter of 2022, we incurred an additional loss of $7.8 million as part of the true up of the closing adjustments related to the dispositions of our environmental health and safety business and Verisk Financial Services.

The major classes of assets and liabilities disposed of, reflected in our condensed consolidated balance sheets as of March 11, 2022 and April 8, 2022, respectively, are presented below.

		*3E Company Environmental, Ecological and Engineering*				*Verisk Financial Services*				*Total*
Cash and cash equivalents		$	12.7			$	9.3			$	22.0
Accounts receivable, net of allowance for doubtful accounts			24.4				36.2				60.6
Prepaid expenses			3.5				3.2				6.7
Other current assets			0.4				1.0				1.4
Current assets			41.0				49.7				90.7
Fixed assets, net			16.4				3.5				19.9
Operating lease right-of-use assets, net			6.4				1.4				7.8
Intangible assets, net			24.2				5.3				29.5
Goodwill			116.5				473.2				589.7
Other noncurrent assets			4.8				7.0				11.8
Noncurrent assets			168.3				490.4				658.7
Total assets			209.3				540.1				749.4

Accounts payable and accrued liabilities		$	9.6			$	12.9			$	22.5
Deferred revenues			54.1				6.9				61.0
Operating lease liabilities			1.7				3.4				5.1
Income taxes payable			11.9				(1.7	)			10.2
Current liabilities			77.3				21.5				98.8
Deferred income tax liabilities			(0.8	)			8.3				7.5
Operating lease liabilities			6.1				5.1				11.2
Other noncurrent liabilities			2.5				—				2.5
Noncurrent liabilities			7.8				13.4				21.2
Total liabilities			85.1				34.9				120.0
Net assets sold as part of dispositions			124.2				505.2				629.4
Less: Cash sold			12.7				9.3				22.0
Net assets sold as part of dispositions, net of cash sold		$	111.5			$	495.9			$	607.4