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Note 16 - Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Equity [Text Block]

16.    Stockholders’ Equity:

 

We have 2,000,000,000 shares of authorized common stock as of December 31, 2023 and 2022. 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, 2023, 2022, and 2021, the adjusted closing price of our common stock was $238.86, $176.42, and $228.73 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, 2023 and 2022.

 

On February 14, 2023, April 25, 2023, July 26, 2023, and October 25, 2023, our board approved a cash dividend of $0.34 per share of common stock issued and outstanding to the holders of record as of March 15, 2023,  June 15, 2023, September 15, 2023, and December 15, 2023, respectively. Cash dividends of $196.8 million and $195.2 million were paid during the years ended December 31, 2023 and 2022, and recorded as a reduction to retained earnings, respectively.

 

Share Repurchase Program

 

In  December 2022 and  March 2023, we entered into Accelerated Share Repurchase ("ASR") agreements (the  "December 2022 ASR Agreement" and  "March 2023 ASR Agreement," respectively) to repurchase shares of our common stock for an aggregate purchase price of $250.0 million and $2.5 billion, respectively, with Bank of America, N.A., with respect to the  December 2022 ASR agreement and Citibank, N.A., and Goldman Sachs & Co. LLC with respect to the  March 2023 ASR agreements. Each ASR agreement is accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. The forward stock purchase agreement is classified as an equity instrument under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and deemed to have a fair value of zero at the respective effective date. Upon payment of the aggregate purchase prices on  December 14, 2022 and  March 7, 2023, we received initial deliveries of an aggregate of 1,168,224 and 10,655,301 shares of our common stock, respectively. Upon the final settlement of the ASR agreements in  February 2023 and December 2023, we received additional shares of 247,487 and 865,232, respectively, as determined based on the volume weighted average share price of our common stock of $176.68 and $217.00, respectively, during the terms of the ASR agreements, minus an agreed upon discount. 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, 2023. These repurchases for the year ended December 31, 2023 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

 

In December 2023, we entered into an additional ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $250.0 million with Goldman Sachs & Co. LLC. The 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 of $250.0 million on December 14, 2023, we received 873,479 shares of our common stock at an initial price of $243.28 per share, representing an initial delivery of approximately 85 percent of the aggregate purchase price. Upon the final settlement of this ASR agreement in February 2024, we received 178,227 additional shares as determined by the daily volume weighted average share price of our common stock of $237.71 during the term of this ASR agreement.

 

For the year ended December 31, 2023, we repurchased 12,849,921 shares of common stock as part of the Repurchase Program, inclusive of the ASRs and open market repurchases, at a weighted average price of $219.96 per share. We utilized cash received from the sale of our Energy business. As of December 31, 2023, we had $641.5 million available to repurchase shares through our Repurchase Program, inclusive of the $3.0 billion authorization to repurchase shares of our common stock.

 

Treasury Stock

 

As of December 31, 2023, our treasury stock consisted of 400,694,309 shares of common stock. During the years ended December 31, 2023, 2022, and 2021, we transferred 1,457,514, 1,650,460, and 1,379,304 shares of common stock, from the treasury shares at a weighted average price of $19.50, $14.25, and $11.78 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: 

 

  

2023

  

2022

  

2021

 
  

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

 

Numerator used in basic and diluted EPS:

            

Income from continuing operations

 $768.4  $1,042.1  $607.1 

Less: Net loss (income) attributable to noncontrolling interests

  0.2   (0.4)  (0.1)

Income from discontinued operations, net of tax

  (154.0)  (87.8)  59.2 

Net income attributable to Verisk

 $614.6  $953.9  $666.2 

Denominator:

            

Weighted average number of common shares used in basic EPS

  146,623,989   157,905,718   161,841,441 

Effect of dilutive shares:

            

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

  712,170   1,023,224   1,497,468 

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

  147,336,159   158,928,942   163,338,909 

 

The potential shares of common stock that were excluded from diluted EPS were 540,221, 1,350,159, and 620,241 at December 31, 2023, 2022, and 2021, 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 income (losses) as of December 31:

 

  

2023

  

2022

 

Foreign currency translation adjustment

 $130.7  $(636.9)

Pension and postretirement adjustment, net of tax

  (72.5)  (94.3)

Accumulated other comprehensive income (losses)

 $58.2  $(731.2)

 

The before tax and after tax amounts of other comprehensive (loss) income for the years ended December 31, 2023, 2022, and 2021 are summarized below:

 

      

Tax Benefit

     
  

Before Tax

  

(Expense)

  

After Tax

 

December 31, 2023

            

Foreign currency translation adjustment attributable to Verisk

 $67.0  $—  $67.0 

Foreign currency translation adjustment attributable to noncontrolling interests

  0.6   —   0.6 

Cumulative translation adjustment recognized upon deconsolidation of the Energy business

  700.6   —   700.6 

Foreign currency translation adjustment

  768.2   —   768.2 

Pension and postretirement adjustment before reclassifications

  35.1   (8.9)  26.2 

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

  (5.8)  1.4   (4.4)

Pension and postretirement adjustment

  29.3   (7.5)  21.8 

Total other comprehensive income

 $797.5  $(7.5) $790.0 

December 31, 2022

            

Foreign currency translation adjustment attributable to Verisk

 $(298.9) $—  $(298.9)

Foreign currency translation adjustment attributable to noncontrolling interests

  (1.4)  —   (1.4)

Foreign currency translation adjustment

  (300.3)  —   (300.3)

Pension and postretirement adjustment before reclassifications

  (45.7)  13.5   (32.2)

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

  (4.4)  (1.1)  (5.5)

Pension and postretirement adjustment

  (50.1)  12.4   (37.7)

Total other comprehensive loss

 $(350.4) $12.4  $(338.0)

December 31, 2021

            

Foreign currency translation adjustment

 $(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 income (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)

_______________

  

(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).