Verisk Analytics 10-K 2024-12-31

Filed 2025-02-26. 2 sections, 434K characters. Original on sec.gov · Markdown · JSON

What changed since the 2023-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

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 001-34480

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware26-2994223
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
545 Washington Boulevard
Jersey City
NJ07310-1686
(Address of principal executive offices)(Zip Code)

(201) 469-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock $.001 par valueVRSKNASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☑ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☑ No

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. ☑ Yes ☐ No

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). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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.

Large accelerated filer☑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 has filed a report on and attestation to its management's assessment on the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $37,477,230,712 based on the closing price reported on the NASDAQ Global Select Market on such date.

As of February 21, 2025, there were 140,276,165 shares outstanding of the registrant's Common Stock, par value $.001.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III of this annual report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2024.

INDEX

Page
PART I
Item 1.Business4
Item 1A.Risk Factors15
Item 1B.Unresolved Staff Comments24
Item 1C.Cybersecurity24
Item 2.Properties25
Item 3.Legal Proceedings25
Item 4.Mine Safety Disclosures25
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
Item 6.[Reserved]28
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28
Item 7A.Quantitative and Qualitative Disclosures About Market Risk44
Item 8.Consolidated Financial Statements and Supplementary Data44
Consolidated Balance Sheets53
Consolidated Statements of Operations54
Consolidated Statements of Comprehensive Income55
Consolidated Statements of Changes in Stockholders' Equity56
Consolidated Statements of Cash Flows57
Notes to Consolidated Financial Statements59
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44
Item 9A.Controls and Procedures45
Item 9B.Other Information48
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.Directors, Executive Officers and Corporate Governance48
Item 11.Executive Compensation48
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters48
Item 13.Certain Relationships and Related Transactions and Director Independence48
Item 14.Principal Accounting Fees and Services48
PART IV
Item 15.Exhibits and Financial Statement Schedule49
Item 16.Form 10-K Summary49
EXHIBIT INDEX97
SIGNATURES100
Exhibit 21.1
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

Unless the context otherwise indicates or requires, as used in this annual report on Form 10-K, references to “we,” “us,” “our” or the “Company” refer to Verisk Analytics, Inc. and its subsidiaries.

**_In this annual report on Form 10-K, all dollar

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Item 8. Consolidated Financial Statements and Supplementary Data

Index to Consolidated Financial Statements and Schedule

Verisk Analytics, Inc. Consolidated Financial Statements as of December 31, 2024 and 2023 and for the Years Ended December 31, 2024, 2023, and 2022.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)51
Consolidated Balance Sheets53
Consolidated Statements of Operations54
Consolidated Statements of Comprehensive Income55
Consolidated Statements of Changes in Stockholders' Equity56
Consolidated Statements of Cash Flows57
Notes to Consolidated Financial Statements59
Financial Statements Schedule
Schedule II, Valuation and Qualifying Accounts and Reserves96

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Verisk Analytics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Verisk Analytics, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fixed Assets - Capitalization of Software Development Costs - Refer to Notes 2 and 9 to the financial statements

Critical Audit Matter Description

As described in Note 2 to the financial statements, the Company’s capitalized software development costs primarily relate to internal-use software. Such costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-use Software. Costs in the preliminary and post-implementation stages are typically expensed as incurred. Internal software development costs capitalized as of December 31, 2024 was $1,334.8 million and the related accumulated amortization was $837.4 million.

We identified capitalized internal software development costs as a critical audit matter because of the inherent complexity and level of judgment involved in assessing management's determination of qualifying activities during the application development stage for capitalization. This required a high degree of auditor judgment and an increased extent of effort to evaluate the appropriateness of management’s decisions regarding which activities qualify for capitalization and when a product reaches the application development stage.

How the Critical Audit Matter was addressed in the Audit

Our audit procedures related to the Company’s capitalization of internal software development costs included the following, among others:

●We conducted inquiries with management to understand the processes and controls in place for identifying and capitalizing internal software development costs.
●We tested the effectiveness of controls over:
○The identification and tracking of internal software development costs, including controls related to the authorization and approval of capitalizable costs.
○The allocation of employee time and other resources to capitalizable projects, ensuring that only eligible costs were capitalized.
●We selected a sample of internal software development costs. For the selected samples, we performed testing to evaluate whether the costs met the capitalization criteria under the relevant accounting standards, including inspecting supporting documentation such as timesheets, invoices, project plans, and conducting inquiries with project managers.
●We assessed the completeness and accuracy of the data used by management in the capitalization process by reconciling the data with source documents, such as payroll records and vendor invoices, and ensuring that all relevant expenses were captured and recorded to validate that no capitalizable costs were omitted.
●We evaluated any indicators of project delays or cancellations by reviewing project status reports, conducting inquiries with project managers, and evaluating the impact of any identified indicators on the capitalization of costs and the determination of the in service date.

/s/ Deloitte & Touche LLP

Morristown, New Jersey

February 26, 2025

We have served as the Company's auditor since 2001.

VERISK ANALYTICS, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2024 and 2023

20242023
(in millions, except par value and number of shares)
ASSETS:
Current assets:
Cash and cash equivalents$291.2$302.7

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