UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2012
OR
For the transition period from to
Commission File Number: 001-34480
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.)
545 Washington Boulevard
Jersey City, NJ
(201) 469-2000
(Registrant’s telephone number, including area code)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
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” and “smaller reporting company” in Rule 12b-2 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 ¨ No x
As of July 27, 2012, there was the following number of shares outstanding of each of the issuer’s classes of common stock:
Class
Shares Outstanding
Class A common stock $.001 par value
165,833,557
Verisk Analytics, Inc.
Index to Form 10-Q
Table of Contents
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Comprehensive Income
Condensed Consolidated Statements of Changes in Stockholders’ Equity/(Deficit)
Condensed Consolidated Statements of Cash Flows
Notes to Condensed Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 99.1
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2012 and December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents
Available-for-sale securities
Accounts receivable, net of allowance for doubtful accounts as of June 30, 2012 and December 31, 2011 of $4,088 and $4,158, respectively
Prepaid expenses
Deferred income taxes, net
Federal and foreign income taxes receivable
State and local income taxes receivable
Other current assets
Total current assets
Noncurrent assets:
Fixed assets, net
Intangible assets, net
Goodwill
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities
Acquisition related liabilities
Short-term debt and current portion of long-term debt
Pension and postretirement benefits, current
Fees received in advance
Total current liabilities
Noncurrent liabilities:
Long-term debt
Pension benefits
Postretirement benefits
Other liabilities
Total liabilities
Commitments and contingencies
Stockholders’ equity/(deficit):
Common stock, $.001 par value; 1,200,000,000 shares authorized; 544,003,038 shares issued and 165,721,412 and 164,285,227 outstanding as of June 30, 2012 and December 31, 2011, respectively
Unearned KSOP contributions
Additional paid-in capital
Treasury stock, at cost, 378,281,626 and 379,717,811 shares as of June 30, 2012 and December 31, 2011, respectively
Retained earnings
Accumulated other comprehensive losses
Total stockholders’ equity/(deficit)
Total liabilities and stockholders’ equity/(deficit)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For The Three and Six Months Ended June 30, 2012 and 2011
Revenues (including amounts from related parties of $0 and $4,787 for the three months ended June 30, 2012 and 2011 and $0 and $9,183 for the six months ended June 30, 2012 and 2011, respectively) (1)
Expenses:
Cost of revenues (exclusive of items shown separately below)
Selling, general and administrative
Depreciation and amortization of fixed assets
Amortization of intangible assets
Acquisition related liabilities adjustment
Total expenses
Operating income
Other income/(expense):
Investment income/(loss)
Realized (loss)/gain on securities, net
Interest expense
Total other expense, net
Income before income taxes
Provision for income taxes
Net income
Basic net income per share
Diluted net income per share
Weighted average shares outstanding:
Basic
Diluted
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VERISK ANALYTCS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Other comprehensive income, net of tax:
Unrealized holding loss on investments
Unrealized foreign currency (loss)/gain
Pension and postretirement unfunded liability adjustment
Total other comprehensive income
Comprehensive income
5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT) (UNAUDITED)
For The Year Ended December 31, 2011 and The Six Months Ended June 30, 2012
Balance, December 31, 2010
Other comprehensive loss
Conversion of Class B (Series 1) common stock
Conversion of Class B (Series 2) common stock
Treasury stock acquired—Class A (11,326,624 shares)
KSOP shares earned
Stock options exercised, including tax benefit of $57,684 (3,716,165 shares reissued from treasury stock)
Stock based compensation
Other stock issuances
Balance, December 31, 2011
Other comprehensive income
Treasury stock acquired—Class A (2,351,655 shares)
Stock options exercised, including tax benefit of $49,974 (3,787,840 shares reissued from treasury stock)
Balance, June 30, 2012
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For The Six Months Ended June 30, 2012 and 2011
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt issuance costs and original issue discount
Allowance for doubtful accounts
KSOP compensation expense
Noncash charges associated with performance-based appreciation awards
Realized gain on securities, net
Deferred income taxes
Loss on disposal of assets
Excess tax benefits from exercised stock options
Other operating
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable
Prepaid expenses and other assets
Federal and foreign income taxes
State and local income taxes
Pension and postretirement benefits
Net cash provided by operating activities
Cash flows from investing activities:
Acquisitions, net of cash acquired for 2012 and 2011 of $29,387 and $590, respectively
Purchase of non-controlling equity investment in non-public companies
Earnout payments
Escrow funding associated with acquisitions
Purchases of fixed assets
Purchases of available-for-sale securities
Proceeds from sales and maturities of available-for-sale securities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of original issue discount
Repayment of current portion of long-term debt
Repayment of short-term debt refinanced on a long-term basis
Proceeds/(repayments) of short-term debt, net
Payment of debt issuance costs
Repurchase of Class A common stock
Proceeds from stock options exercised
Other financing, net
Net cash provided by/(used in) financing activities
Effect of exchange rate changes
Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures:
Taxes paid
Interest paid
Noncash investing and financing activities:
Repurchase of Class A common stock included in accounts payable and accrued liabilities
Deferred tax liability established on date of acquisition
Capital lease obligations
Capital expenditures included in accounts payable and accrued liabilities
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except for share and per share data, unless otherwise stated)
1. Organization:
Verisk Analytics, Inc. and its consolidated subsidiaries (“Verisk” or the “Company”) enable risk-bearing businesses to better understand and manage their risks. The Company provides its customers proprietary data that, combined with analytic methods, create embedded decision support solutions. The Company is one of the largest aggregators and providers of data pertaining to property and casualty (“P&C”) insurance risks in the United States of America (“U.S.”). The Company offers solutions for detecting fraud in the U.S. P&C insurance, mortgage and healthcare industries and sophisticated methods to predict and quantify loss in diverse contexts ranging from natural catastrophes to supply chain to health insurance. The Company provides solutions, including data, statistical models or tailored analytics, all designed to allow clients to make more logical decisions.
Verisk was established to serve as the parent holding company of Insurance Services Office, Inc. (“ISO”). ISO was formed in 1971 as an advisory and rating organization for the P&C insurance industry to provide statistical and actuarial services, to develop insurance programs and to assist insurance companies in meeting state regulatory requirements. Over the past decade, the Company has broadened its data assets, entered new markets, placed a greater emphasis on analytics, and pursued strategic acquisitions. Verisk’s Class A common stock trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market.
2. Basis of Presentation and Summary of Significant Accounting Policies:
The 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, the realization of deferred tax assets and liabilities, acquisition related liabilities, fair value of stock based compensation, liabilities for pension and postretirement benefits, and the estimate for the allowance for doubtful accounts. Actual results may ultimately differ from those estimates. Certain reclassifications have been made related to the segment reporting within Decision Analytics’ revenue categories in the notes to the condensed consolidated financial statements to conform to the respective 2012 presentation.
The condensed consolidated financial statements as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011, in the opinion of management, include all adjustments, consisting of normal recurring accruals, to present fairly the Company’s financial position, results of operations and cash flows. The operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year. The condensed consolidated financial statements and related notes for the three and six months ended June 30, 2012 have been prepared on the same basis as and should be read in conjunction with the annual report on Form 10-K for the year ended December 31, 2011. 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 Securities and Exchange Commission (“SEC”). The Company believes the disclosures made are adequate to keep the information presented from being misleading.
Recent Accounting Pronouncement
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income (“ASU No. 2011-05”). Under ASU No. 2011-05, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. ASU No. 2011-05 was adopted by the Company on January 1, 2012 and did not have a material impact on the Company’s condensed consolidated financial statements.
3. Investments:
The following is a summary of available-for-sale securities:
June 30, 2012
Registered investment companies
Total available-for-sale securities
December 31, 2011
Equity securities
In addition to the available-for-sale securities above, the Company has equity investments in non-public companies in which the Company acquired non-controlling interests and for which no readily determinable market value exists. These securities were accounted for under the cost method in accordance with Accounting Standards Codification (“ASC”) 323-10-25, The Equity Method of Accounting for Investments in Common Stock. At June 30, 2012 and December 31, 2011, the carrying value of such securities was $5,443 and $3,443, respectively, and has been included in “Other assets” in the accompanying condensed consolidated balance sheets.
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4. Fair Value Measurements:
Certain assets and liabilities of the Company are reported at fair value in the accompanying condensed consolidated balance sheets. Such assets and liabilities include amounts for both financial and non-financial instruments. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10, Fair Value Measurements(“ASC 820-10”) establishes 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, the Company applied the following fair value hierarchy:
The following table provides information for such assets and liabilities as of June 30, 2012 and December 31, 2011. 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 maturity of these instruments. The short-term debt would be a Level 2 liability if it was measured at fair value on the condensed consolidated balance sheets. The fair value of the Company’s long-term debt was estimated at $1,209,082 and $1,181,788 as of June 30, 2012 and December 31, 2011, respectively, and would be a Level 2 liability if the long-term debt was measured at fair value on the condensed consolidated balance sheets. The long-term debt is based on quoted market prices if available, and if not, an estimate of interest rates available to the Company for debt with similar features, the Company’s current credit rating and spreads applicable to the Company. These assets and liabilities are not presented in the following table.
Cash equivalents—money-market funds
Registered investment companies (1)
Equity securities (1)
5. Acquisitions:
2012 Acquisition
On March 30, 2012, the Company acquired 100% of the stock of MediConnect Global, Inc. (“MediConnect”), a service provider of medical record retrieval, digitization, coding, extraction, and analysis, for a net cash purchase price of approximately $331,330 and funded $17,000 of indemnity escrows. Within the Company’s Decision Analytics segment, MediConnect further supports the Company’s objective as the leading provider of data, analytics, and decision-support solutions to the healthcare and property casualty industry.
The preliminary purchase price allocation of the acquisition resulted in the following:
Current assets
Fixed assets
Intangible assets
Total assets acquired
Current liabilities
Total liabilities assumed
Net assets acquired
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The amounts assigned to intangible assets by type for the current year acquisition are summarized in the table below:
Technology-based
Marketing-related
Customer-related
Total intangible assets
The allocations of the purchase price (noted within the tables above) are all subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have an impact on the consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained, but not to exceed one year from the acquisition date.
The goodwill associated with MediConnect is not deductible for tax purposes. For the three and six months ended June 30, 2012, the Company incurred transaction costs related to this acquisition of $17 and $827, respectively, included within “Selling, general and administrative” expenses in the accompanying condensed consolidated statements of operations.
Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of MediConnect occurred at the beginning of the year 2011. The pro forma information for the six months ended June 30, 2012 and 2011 presented below is based on estimates and assumptions, which the Company believes are reasonable and not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had this acquisition been completed at the beginning of 2011. The unaudited pro forma information includes intangible asset amortization charges and incremental borrowing costs as a result of the acquisition, net of related tax, estimated using the Company’s effective tax rate for continuing operations for the periods.
Pro forma revenues
Pro forma net income
Pro forma basic income per share
Pro forma diluted income per share
2011 Acquisitions
On June 17, 2011, the Company acquired the net assets of Health Risk Partners, LLC (“HRP”), a provider of solutions to optimize revenue, ensure compliance and improve quality of care for Medicare Advantage and Medicaid health plans, for a net cash purchase price of approximately $46,400 and funded $3,000 of indemnity escrows and $10,000 of contingency escrows. Within the Company’s Decision Analytics segment, this acquisition further advances the Company’s position as a major provider of data, analytics, and decision-support solutions to the healthcare vertical market.
On April 27, 2011, the Company acquired 100% of the stock of Bloodhound Technologies, Inc. (“Bloodhound”), a provider of real-time pre-adjudication medical claims editing, for a net cash purchase price of approximately $75,321 and funded $6,560 of indemnity escrows. Within the Company’s Decision Analytics segment, Bloodhound addresses the need of healthcare payers to control fraud and waste in a real-time claims-processing environment, and these capabilities align with the Company’s existing fraud identification tools in the healthcare vertical market.
The goodwill associated with Bloodhound is not deductible for tax purposes; whereas the goodwill associated with HRP is deductible for tax purposes as this was an asset purchase rather than a stock purchase. For the three and six months ended June 30, 2012, the Company incurred no transaction costs related to these acquisitions. In accordance with ASC 805, the allocation of the purchase prices for HRP and Bloodhound was revised during the measurement period. Refer to Note 6. Goodwill and Intangible Assets for further discussion.
Acquisition Escrows
Pursuant to the related acquisition agreements, the Company has funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition date, as well as a portion of the contingent payments. At June 30, 2012 and December 31, 2011, the current portion of the escrows amounted to $45,508 and $36,967, and the noncurrent portion of the escrow amounted to $5,000 and $4,508, respectively. The current and noncurrent portions of the escrows have been included in “Other current assets” and “Other assets” in the accompanying condensed consolidated balance sheets, respectively.
6. Goodwill and Intangible Assets:
The following is a summary of the change in goodwill from December 31, 2011 through June 30, 2012, both in total and as allocated to the Company’s operating segments:
Goodwill at December 31, 2011 (1)
Current year acquisition
Purchase accounting reclassifications
Goodwill at June 30, 2012 (1)
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The Company finalized the purchase accounting for the acquisitions of HRP and Bloodhound during the quarter ended June 30, 2012. The Company’s purchase accounting reclassifications primarily related to the finalization of HRP and Bloodhound resulted in an increase in goodwill of $836, and an increase in liabilities of $1,233, an increase in other assets of $882 and a decrease in fixed assets of $226. The impact of these adjustments on the consolidated statements of operations for the six months ended June 30, 2012 and 2011 was immaterial.
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. Goodwill impairment testing compares the carrying value of each reporting unit to its fair value. If the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then the Company will determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss is recorded for the difference between the carrying amount and the implied fair value of goodwill. The Company completed the required annual impairment test as of June 30, 2012, which resulted in no impairment of goodwill.
The Company’s intangible assets and related accumulated amortization consisted of the following:
Contract-based
Consolidated amortization expense related to intangible assets for the three months ended June 30, 2012 and 2011, was $12,187 and $8,877, respectively. Consolidated amortization expense related to intangible assets for the six months ended June 30, 2012 and 2011, was $20,774 and $17,332, respectively. Estimated amortization expense in future periods through 2017 and thereafter for intangible assets subject to amortization is as follows:
Year
2012
2013
2014
2015
2016
2017 and Thereafter
7. Income Taxes:
The Company’s effective tax rate for the three and six months ended June 30, 2012 was 39.47% and 39.41%, respectively, compared to the effective tax rate for the three and six months ended June 30, 2011 of 39.86% and 40.00%, respectively. The June 30, 2012 effective tax rate is lower than the June 30, 2011 effective tax rate primarily due to the continued execution of tax planning strategies. The difference between statutory tax rates and the Company’s effective tax rate is primarily attributable to state taxes and non-deductible share appreciation from the ISO 401(K) Savings and Employee Stock Ownership Plan (“KSOP”).
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8. Debt:
The following table presents short-term and long-term debt by issuance:
Short-term debt and current portion of long-term debt:
Syndicated revolving credit facility
Prudential senior notes:
6.28% Series I senior notes
Aviva Investors senior notes:
6.46% Series A senior notes
Capital lease obligations and other
Long-term debt:
Verisk senior notes:
5.800% senior notes, less unamortized discount of $915 and $967 as of June 30, 2012 and December 31, 2011, respectively
4.875% senior notes, less unamortized discount of $2,207 and $2,376 as of June 30, 2012 and December 31, 2011, respectively
6.13% Series G senior notes
5.84% Series H senior notes
6.85% Series J senior notes
Principal senior notes:
6.16% Series B senior notes
New York Life senior notes:
5.87% Series A senior notes
6.35% Series B senior notes
Total debt
As of June 30, 2012, the Company has a borrowing capacity of $725,000 under the syndicated revolving credit facility with Bank of America N.A., JPMorgan Chase Bank N.A., Morgan Stanley Bank N.A., Wells Fargo Bank N.A., Sovereign Bank, RBS Citizens, N.A., Sun Trust Bank, The Northern Trust Company, and TD Bank N.A. Borrowings may be used for general corporate purposes, including working capital and capital expenditures, acquisitions and share repurchase programs. This committed senior unsecured facility expires in October 2016. As of June 30, 2012 and December 31, 2011, the Company had $150,000 and $0 outstanding under this agreement, respectively. On July 2, 2012, the Company repaid $10,000 of the outstanding balance of the syndicated revolving credit facility.
9. Stockholders’ Equity/(Deficit):
The Company has 1,200,000,000 shares of authorized Class A common shares. The Class A common shares have rights to any dividend declared by the board of directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all eleven members of the board of directors.
Share Repurchase Program
The Company has authorized repurchases of up to $900,000 of its common stock through its share repurchase program (the “Repurchase Program”) and as of June 30, 2012, the Company had $199,737 available to repurchase shares. The Company has no obligation to repurchase stock under this program and intends to use this authorization as a means of offsetting dilution from the issuance of shares under the KSOP, the Verisk 2009 Equity Incentive Plan (the “Incentive Plan”) and the ISO 1996 Incentive Plan (the “Option Plan”), 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. Repurchased shares will be recorded as treasury stock and will be available for future issuance as part of the Repurchase Program.
During the six months ended June 30, 2012, the Company repurchased 2,351,655 shares of Class A common stock as part of this program at a weighted average price of $45.52 per share. The Company utilized cash from operations and the proceeds from its senior notes and syndicated revolving credit facility to fund these repurchases. As treasury stock purchases are recorded based on trade date, the Company has included $1,936 in “Accounts payable and accrued liabilities” in the accompanying condensed consolidated balance sheets for those purchases that have not settled as of June 30, 2012.
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Earnings Per Share (“EPS”)
Basic EPS is computed by dividing net income available to common stockholders 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 stock options and nonvested restricted stock, had been issued.
The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the three and six months ended June 30, 2012 and 2011:
Numerator used in basic and diluted EPS:
Denominator:
Weighted average number of common shares used in basic EPS
Effect of dilutive shares:
Potential Class A 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 781,505 and 1,402,980 for the six months ended June 30, 2012 and 2011, respectively, because the effect of including these potential shares was anti-dilutive.
Accumulated Other Comprehensive Losses
The following is a summary of accumulated other comprehensive losses:
Unrealized (losses)/gains on investments, net of tax
Unrealized foreign currency losses
Pension and postretirement unfunded liability adjustment, net of tax
10. Equity Compensation Plans:
All of the Company’s granted equity awards, including outstanding stock options and restricted stock, are covered under the Incentive Plan or the Option Plan. Awards under the 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, directors and consultants are eligible for awards under the Incentive Plan. On July 1, 2011, the Company began issuing Class A common stock under these plans from the Company’s treasury shares. Cash received from stock option exercises for the six months ended June 30, 2012 and 2011 was $33,453 and $18,032, respectively. On July 1, 2012, the Company granted 3,174 shares of Class A common stock, 23,027 nonqualified stock options that were immediately vested and 96,750 nonqualified stock options with a one year service vesting period, to the directors of the Company. These options have an exercise price equal to the closing price of the Company’s Class A common stock on the grant date and a ten year contractual term. As of June 30, 2012, there were 5,941,673 shares of Class A common stock reserved and available for future issuance under the plans.
On April 1, 2012, the Company granted 785,079 nonqualified stock options and 229,009 shares of restricted stock to key employees. The nonqualified stock options have an exercise price equal to the closing price of the Company’s Class A common stock on March 30, 2012, with a ten-year contractual term and a service vesting period of four years. The restricted stock is valued at the closing price of the Company’s Class A common stock on March 30, 2012 and has a service vesting period of four years. The Company recognizes the expense of the restricted stock ratably over the periods in which the restrictions lapse. The restricted stock is not assignable or transferrable until it becomes vested.
The fair value of the stock options granted during the six months ended June 30, 2012 and 2011 was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table:
Option pricing model
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 a majority of the stock options granted was estimated based on studies of historical experience and projected exercise behavior. However, for certain stock options 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 was based on the average volatility of the Company’s peers, calculated using historical daily closing prices over the most recent period that is commensurate with the expected term of the stock option award. The expected dividend yield was based on the Company’s expected annual dividend rate on the date of grant.
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A summary of options outstanding under the Incentive Plan and the Option Plan as of December 31, 2011 and June 30, 2012 and changes during the interim period is presented below:
Outstanding at December 31, 2011
Granted
Exercised
Cancelled or expired
Outstanding at June 30, 2012
Options exercisable at June 30, 2012
Options exercisable at December 31, 2011
Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of Verisk’s common stock as of the reporting date. The aggregate intrinsic value of stock options outstanding and exercisable at June 30, 2012 was $459,054 and $348,780, respectively. In accordance with ASC 718, Stock Compensation, excess tax benefit from exercised stock options is recorded as an increase to additional paid-in capital and a corresponding reduction in income taxes payable. This tax benefit is calculated as the excess of the intrinsic value of options exercised in excess of compensation recognized for financial reporting purposes. The amount of the tax benefit that has been realized, as a result of those excess tax benefits, is presented as a financing cash inflow within the accompanying condensed consolidated statements of cash flows. For the six months ended June 30, 2012 and 2011, the Company recorded excess tax benefit from stock options exercised of $49,974 and $16,530, respectively. The Company realized $31,624 and $5,470 of tax benefit within the Company’s quarterly tax payments through June 30, 2012 and 2011, respectively.
The Company estimates expected forfeitures of equity awards at the date of grant and recognizes compensation expense only for those awards that the Company expects to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Changes in the forfeiture assumptions may impact the total amount of expense ultimately recognized over the requisite service period and may impact the timing of expense recognized over the requisite service period.
A summary of the status of the restricted stock awarded under the Incentive Plan as of December 31, 2011 and June 30, 2012 and changes during the interim period is presented below:
Vested
Forfeited
As of June 30, 2012, there was $47,945 of total unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the Incentive Plan and the Option Plan. That cost is expected to be recognized over a weighted average period of 2.75 years. As of June 30, 2012, there were 5,287,764 and 335,112 nonvested stock options and restricted stock, respectively, of which 4,673,449 and 285,007 are expected to vest. The total grant date fair value of options vested during the six months ended June 30, 2012 and 2011 was $10,053 and $9,838, respectively. The total grant date fair value of restricted stock vested during the six months ended June 30, 2012 and 2011 was $1,263 and $305, respectively.
On May 16, 2012, the Company’s stockholders approved the implementation of an employee stock purchase plan (“ESPP”). The ESPP will commence on October 1, 2012 and offer eligible employees the opportunity to authorize payroll deductions of up to 20.00% of their regular base salary and up to 50.00% of their short-term incentive compensation, both of which in total may not exceed $25 in any calendar year, to purchase shares of the Company’s Class A common stock at a 5.00% discount of its fair market value at the time of purchase. In accordance with ASC 718, the ESPP is noncompensatory as the purchase discount is 5.00% or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features.
11. Pension and Postretirement Benefits:
The Company maintained a qualified benefit pension plan for substantially all of its employees hired prior to March 1, 2005 through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. Future benefits provided to participants within the Pension Plan are determined using a cash balance formula. Under the cash balance formula, each participant has an account, which is credited annually based on salary rates determined by years of service, as well as the interest earned on their previous year-end cash balance. The Profit Sharing Plan, a defined contribution plan, replaced the Pension Plan for all eligible employees hired on or after March 1, 2005. The Company also has a nonqualified supplemental cash balance plan (“SERP”) for certain employees. The SERP is funded from the general assets of the Company.
On February 29, 2012, the Company instituted a hard freeze, which eliminated all future compensation and services credits, to participants in the Pension Plan and SERP. Accordingly, the Company remeasured the assets and liabilities of both plans and recognized a curtailment, resulting in a net reduction in the unfunded pension liability of $10,466 as of March 31, 2012. There is no longer a service cost component in the net periodic benefit cost as all participants are considered inactive in both plans. The Company generally amortized the actuarial gains and losses for the plans over the average future service period of the active participants. However, beginning February 29, 2012, the Company is amortizing the actuarial losses over the remaining life of the inactive plan participants since all are now considered inactive. The February 29, 2012 remeasurement utilized a weighted average discount rate of 4.73%, compared to the rate of 4.98% used for the year ended December 31, 2011.
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The Company also provides certain healthcare and life insurance benefits for both active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”) is contributory, requiring participants to pay a stated percentage of the premium for coverage. As of October 1, 2001, the Postretirement Plan was amended to freeze benefits for current retirees and certain other employees at the January 1, 2002 level. Also, as of October 1, 2001, the Postretirement Plan had a curtailment, which eliminated retiree life insurance for all active employees and healthcare benefits for almost all future retirees, effective January 1, 2002.
The components of net periodic benefit (credit)/cost and the amounts recognized in other comprehensive income for the three and six months ended June 30, 2012 and 2011 are summarized below:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service credit
Amortization of net actuarial loss
Net periodic benefit (credit)/cost
Employer contributions
Curtailment gain
In March 2012, the Company established a voluntary employees beneficiary association plan (the “VEBA Plan”) under Section 501(c)(9) of the Internal Revenue Code to fund the Postretirement Plan. The Company contributed $5,000 and $8,500 to the VEBA Plan for the three and six months ended June 30, 2012, respectively. The contribution to the Postretirement Plan for the remaining quarters for the year ending December 31, 2012 is expected to be consistent with this quarter. In addition, in April 2012, the Company completed a voluntary prefunding to the Pension Plan of $72,000, which resulted in a total contribution of $78,837 for the year, of which $28,206 was the minimum contribution requirement for 2012. Since the Company has fulfilled the minimum contribution requirement for the year ending December 31, 2012, the Company does not expect to make any further contribution to the Pension Plan.
12. 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 report 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. The Company’s Chief Executive Officer and Chairman of the Board is identified as the CODM as defined by ASC 280-10. To align with the internal management of the Company’s business operations based on service offerings, the Company is organized into the following two operating segments, which are also the Company’s reportable segments:
Decision Analytics: The Company develops solutions that its customers use to analyze the three key processes in managing risk: ‘prediction of loss’, ‘detection and prevention of fraud’ and ‘quantification of loss’. The Company’s combination of algorithms and analytic methods incorporates its proprietary data to generate solutions in each of these three categories. In most cases, the Company’s customers integrate the solutions into their models, formulas or underwriting criteria in order to predict potential loss events, ranging from hurricanes and earthquakes to unanticipated healthcare claims. The Company develops catastrophe and extreme event models and offers solutions covering natural and man-made risks, including acts of terrorism. The Company also develops solutions that allow customers to quantify costs after loss events occur. Fraud solutions include data on claim histories, analysis of mortgage applications to identify misinformation, analysis of claims to find emerging patterns of fraud, and identification of suspicious claims in the insurance, mortgage and healthcare sectors. Effective December 31, 2011, the Company provided additional disclosure about its revenue within Decision Analytics segment based on the industry vertical groupings of insurance, mortgage and financial services, healthcare, and specialized markets. Previously, the Company disclosed revenues based on the classification of its solutions as fraud identification and detection solutions, loss prediction solutions and loss quantification solutions.
Risk Assessment: The Company is the leading provider of statistical, actuarial and underwriting data for the U.S. P&C insurance industry. The Company’s databases include cleansed and standardized records describing premiums and losses in insurance transactions, casualty and property risk attributes for commercial buildings and their occupants and fire suppression capabilities of municipalities. The Company uses this data to create policy language and proprietary risk classifications that are industry standards and to generate prospective loss cost estimates used to price insurance policies.
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The two aforementioned operating segments represent the segments for which separate discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The Company uses EBITDA as the profitability measure for making decisions regarding ongoing operations. EBITDA is net income before interest expense, provision for income taxes, depreciation and amortization of fixed and intangible assets. In the second quarter of 2012, the Company changed its definition of EBITDA such that it only reflects the definition noted and no longer excludes investment income/(loss) and realized gain/(loss) on securities, net, for all periods presented. EBITDA is the measure of operating results used to assess corporate performance and optimal utilization of debt and acquisitions. Operating expenses consist of direct and indirect costs principally related to personnel, facilities, software license fees, consulting, travel, and third-party information services. Indirect costs are generally allocated to the segments using fixed rates established by management based upon estimated expense contribution levels and other assumptions that management considers reasonable. The Company does not allocate interest expense and provision for income taxes, since these items are not considered in evaluating the segment’s overall operating performance. The CODM does not evaluate the financial performance of each segment based on assets. On a geographic basis, no individual country outside of the U.S. accounted for 1.00% or more of the Company’s consolidated revenue for either the three and six months ended June 30, 2012 or 2011. No individual country outside of the U.S. accounted for 1.00% or more of total consolidated long-term assets as of June 30, 2012 or December 31, 2011.
The following table provides the Company’s revenue and operating income performance by reportable segment for the three and six months ended June 30, 2012 and 2011, as well as reconciliations to income before income taxes for all periods presented in the accompanying condensed consolidated statements of operations:
Revenues
Investment (income)/loss and realized loss/(gain) on securities, net
EBITDA
Investment income/(loss) and realized (loss)/gain on securities, net
Capital expenditures, including noncash purchases of fixed assets and capital lease obligations
Investment income and realized gain on securities, net
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Operating segment revenue by type of service is provided below:
Decision Analytics:
Insurance
Mortgage and financial services
Healthcare
Specialized markets
Total Decision Analytics
Risk Assessment:
Industry-standard insurance programs
Property-specific rating and underwriting information
Statistical agency and data services
Actuarial services
Total Risk Assessment
Total revenues
13. Related Parties:
The Company considers its stockholders that own more than 5% of the outstanding stock within a respective class to be related parties as defined within ASC 850, Related Party Disclosures. In 2011, all of the Company’s outstanding Class B (Series 1) and Class B (Series 2) shares converted to Class A. As a result of the conversion, the Company had no related parties owning more than 5% of a class of stock as of June 30, 2012.
At June 30, 2011, there were three Class A and five Class B stockholders, each owning more than 5% of the respective outstanding class. The Company had revenues from related parties for the three months ended June 30, 2012 and 2011 of $0 and $4,787, respectively, and revenues of $0 and $9,183 for the six months ended June 30, 2012 and 2011, respectively.
14. Commitments and Contingencies:
The Company is a party to legal proceedings with respect to a variety of matters in the ordinary course of business, including the matters described below. With respect to ongoing matters, the Company is unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the impact it may have on the Company’s results of operations, financial position or cash flows. This is primarily because the matters are in early stages and discovery has either not commenced or been completed. Although the Company believes it has strong defenses and intends to vigorously defend these matters, the Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations, financial position or cash flows.
Citizens Insurance Litigation
On February 28, 2012, the Company was served with a complaint filed in the Florida State Circuit Court for Pasco County naming Citizens Property Insurance Corporation (“Citizens”) and the Company’s Xactware subsidiary. The complaint alleged a class action seeking declaratory and injunctive relief against defendants and was brought on behalf of “all individuals who have purchased a new or renewed a property casualty insurance policy from Citizens” where Citizens used Xactware’s 360Value product to determine replacement value of the property. On March 12, 2012, plaintiffs served their First Amended Complaint on Xactware additionally alleging that: (1) Citizens and Xactware knowingly made false statements to the plaintiff class concerning their properties’ replacement cost values; (2) fraud against Xactware based on its alleged misrepresentation of the replacement value of plaintiffs’ properties; (3) conspiracy against Citizens and Xactware based on their alleged artificial inflation of the value of plaintiffs’ properties; and (4) products liability against Xactware, claiming Xactware defectively designed 360Value as used in the Florida insurance market. The First Amended Complaint sought declaratory and injunctive relief, as well as unspecified monetary damages alleged to be in excess of $1,000 for the class. On May 31, 2012 plaintiff served his Second Amended Complaint which no longer alleges a class action, but continues to allege: (1) that Citizens and Xactware artificially inflated the replacement cost value of plaintiff’s property using 360Value; (2) fraud by Xactware; (3) a conspiracy between Citizens and Xactware; and (4) products liability against Xactware. The Second Amended Complaint similarly seeks declaratory and injunctive relief as well as damages representing the difference between the premium plaintiff paid to Citizens using 360Value and what the premium should have been if Citizens used an accurate replacement cost value for plaintiff’s property.
At this time it is not possible to determine the ultimate resolution of, or estimate the liability related to, this matter.
Intellicorp Records, Inc. Litigation
On April 20, 2012, the Company was served with a complaint filed in Alameda County Superior Court in California naming the Company’s subsidiary Intellicorp Records, Inc. The complaint titled Jane Roe v. Intellicorp Records, Inc. et al. alleges a nationwide putative class action on behalf of all persons who have been the subject of a consumer report furnished to a third party by Intellicorp for employment purposes and whose report contained any negative public record of criminal arrest, charge or conviction during the 5 years preceding the filing of the action until final resolution. The complaint alleges that Intellicorp failed to implement policies and procedures designed to ensure that criminal record information provided to employers is complete and up to date, and failed to notify class members contemporaneously of the fact that criminal record information was being provided to their employers and prospective employers. The complaint seeks statutory damages for the class in an amount not less than one hundred dollars and not more than one thousand dollars per violation, punitive damages, costs and attorneys fees as well as unspecified monetary damages for the named plaintiff.
At this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to, this matter.
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15. Condensed Consolidated Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries
In April and December 2011, Verisk Analytics, Inc. (the “Parent Company”) registered senior notes with full and unconditional and joint and several guarantees by certain of its 100 percent wholly-owned subsidiaries and issued certain other debt securities with full and unconditional and joint and several guarantees by certain of its subsidiaries. Accordingly, presented below is the condensed consolidating financial information for (i) the Parent Company, (ii) the guarantor subsidiaries of the Parent Company on a combined basis and (iii) all other non-guarantor subsidiaries of the Parent Company on a combined basis, as of June 30, 2012 and December 31, 2011 and for the three and six months ended June 30, 2012 and 2011. The condensed consolidating financial information has been presented using the equity method of accounting, to show the nature of assets held, results of operations and cash flows of the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries assuming all guarantor subsidiaries provide both full and unconditional, and joint and several guarantees to the Parent Company at the beginning of the periods presented. Effective as of December 31, 2011, ISO Staff Services, Inc. (“ISOSS”), a guarantor of the senior notes, merged with and into ISO, also a guarantor of the senior notes, pursuant to which ISO was the surviving corporation. By virtue of the merger, ISO expressly assumed all of the obligations of ISOSS, including the guarantee by ISOSS of the senior notes. The Company corrected certain classifications on the Condensed Consolidating Statement of Cash Flows for the six-month period ended June 30, 2011 within the Guarantor Subsidiaries, which removed a gross-up in the repayments received from other subsidiaries and repayments of advances to other subsidiaries reflected in cash flows from investing activities and cash flows from financing activities, respectively. This correction did not have any impact on the net cash position of the Guarantor Subsidiaries.
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of June 30, 2012
Accounts receivable, net of allowance for doubtful accounts of $4,088
Intercompany receivables
Investment in subsidiaries
Intercompany payables
Federal and foreign taxes payable
Total stockholders’ equity
Total liabilities and stockholders’ equity
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CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2011
Accounts receivable, net of allowance for doubtful accounts of $4,158
Federal and foreign income taxes payable
Total stockholders’ (deficit)/equity
Total liabilities and stockholders’ (deficit)/equity
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For The Three Month Period Ended June 30, 2012
Investment income
Realized loss on securities, net
Total other (expense)/income, net
(Loss)/income before equity in net income of subsidiaries and income taxes
Equity in net income of subsidiaries
For The Six Month Period Ended June 30, 2012
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For The Three Month Period Ended June 30, 2011
For The Six Month Period Ended June 30, 2011
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CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For The Three Months Ended June 30, 2012
Unrealized foreign currency loss
For The Six Months Ended June 30, 2012
For The Three Months Ended June 30, 2011
Unrealized foreign currency gain
For The Six Months Ended June 30, 2011
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
Net cash (used in)/provided by operating activities
Acquisitions, net of cash acquired of $29,387
Purchase of non-controlling equity investments in non-public companies
Repayments received from other subsidiaries
Advances provided to other subsidiaries
Net cash provided by/(used in) investing activities
Proceeds from short-term debt, net
Repurchase of Verisk Class A common stock
Repayment of advances to other subsidiaries
Advances received from other subsidiaries
Net cash (used in)/provided by financing activities
(Decrease)/increase in cash and cash equivalents
Increase in intercompany balances from the purchase of MediConnect by ISO
Increase in intercompany balances from the purchase of treasury stock by Verisk funded directly by ISO
Increase in intercompany balances from proceeds received by ISO related to issuance of Verisk common stock from options exercised
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Acquisitions, net of cash acquired of $590
Proceeds from repayment of intercompany note receivable
Repayments of advances to other subsidiaries
Repayment of intercompany note payables
Payment of debt issuance cost
Increase/(decrease) in cash and cash equivalents
Issuance of intercompany note payable/(receivable) from amounts previously recorded as intercompany payables/(receivables)
16. Subsequent Event:
On July 2, 2012, the Company acquired the net assets of Aspect Loss Prevention, LLC (“ALP”), a provider of loss prevention and analytic solutions to the retail, entertainment, and food industries, for a net cash purchase price of approximately $6,917 and funded $800 of indemnity escrows. This acquisition further advances the Company’s position within the Decision Analytics segment as a provider of data, analytics, and decision–support solutions in the insurance industry. The cash paid will be adjusted subsequent to close to reflect final balances of certain working capital accounts and other closing adjustments. Due to the limited time since the acquisition date and limitations on access to ALP information prior to the acquisition date, the initial accounting for the business combination is incomplete at this time. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired and resulting from the transaction, including the information required for contingencies, intangible assets and goodwill. This information will be included in the quarterly report on Form 10-Q for the nine months ending September 30, 2012.
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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 dated and filed with the Securities and Exchange Commission on February 28, 2012. 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.
We enable risk-bearing businesses to better understand and manage their risks. We provide value to our customers by supplying proprietary data that, combined with our analytic methods, creates embedded decision support solutions. We are the largest aggregator and provider of data pertaining to U.S. property and casualty, or P&C, insurance risks. We offer solutions for detecting fraud in the U.S. P&C insurance, mortgage and healthcare industries and sophisticated methods to predict and quantify loss in diverse contexts ranging from natural catastrophes to supply chain to health insurance.
Our customers use our solutions to make better risk decisions with greater efficiency and discipline. We refer to these products and services as solutions due to the integration among our products and the flexibility that enables our customers to purchase components or the comprehensive package of products. 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 customers’ revenues and help them better manage their costs.
We organize our business in two segments: Risk Assessment and Decision Analytics. Our Risk Assessment segment provides statistical, actuarial and underwriting data for the U.S. P&C insurance industry. Our Risk Assessment segment revenues represented approximately 40% and 44% of our revenues for the six months ended June 30, 2012 and 2011, respectively. Our Decision Analytics segment provides solutions our customers use to analyze the processes of the Verisk Risk Analytics Framework: loss prediction, fraud identification and detection, and loss quantification. Our Decision Analytics segment revenues represented approximately 60% and 56% of our revenues for the six months ended June 30, 2012 and 2011, respectively.
Executive Summary
Key Performance Metrics
We believe our business’s ability to generate recurring revenue and positive cash flow is the key indicator of the successful execution of our business strategy. We use year-over-year revenue growth and EBITDA margin as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures within the meaning of Regulation G under the Securities Exchange Act of 1934 (See footnote 1 within the Condensed Consolidated Results of Operations section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations).
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.
EBITDA margin. We use EBITDA margin as a metric to assess segment performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.
We earn revenues through subscriptions and on a transactional basis. 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. For our subscriptions arrangements, we experience minimal revenue seasonality within the business. Our long-term agreements are generally for periods of three to seven years. We recognize revenue from subscriptions ratably over the term of the subscription and most long-term agreements are recognized ratably over the term of the agreement.
Certain of our solutions are also paid for by our customers on a transactional basis. For example, we have solutions that allow our customers to access fraud detection tools in the context of an individual mortgage application or loan, obtain property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance, medical or workers’ compensation claim with information in our databases. For each of six-month periods ended June 30, 2012 and 2011, 31% of our revenues were derived from providing transactional solutions. We earn transactional revenues as our solutions are delivered or services performed. In general, transactions are billed monthly at the end of each month.
Approximately 87% and 84% of the revenues in our Risk Assessment segment for the six-month periods ended June 30, 2012 and 2011, respectively, were derived from subscriptions and long-term agreements for our solutions. Our customers in this segment include most of the P&C insurance providers in the United States. Approximately 57% of the revenues in our Decision Analytics segment, for each of the six-month periods ended June 30, 2012 and 2011, were derived from subscriptions and long-term agreements for our solutions. In this segment, our tools service the insurance, healthcare, mortgage and financial services, and specialized markets verticals.
Principal Operating Costs and Expenses
Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses include salaries, benefits, incentive compensation, equity compensation costs (described under “Equity Compensation Costs” below), sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs, which represented 65% and 66% of our total expenses for the six months ended June 30, 2012 and 2011, respectively.
We allocate personnel expenses between two categories, cost of revenues and selling, general and administrative costs, 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, sales people, 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 expense based on the nature of the work being performed.
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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.
Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition 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 Expense. Our selling, general and administrative expense also consists primarily of personnel costs. A portion of the other operating costs such as facilities, insurance and communications are also allocated to selling, general and administrative costs based on the nature of the work being performed by the employee. Our selling, general and administrative expense excludes depreciation and amortization.
Description of Acquisitions
We acquired four businesses since January 1, 2011. As a result of these acquisitions, our consolidated results of operations may not be comparable between periods. See Note 5 in our condensed consolidated financial statements included in this quarterly report on Form 10-Q for further information.
On July 2, 2012, we acquired the net assets of Aspect Loss Prevention, LLC, or ALP, a provider of loss prevention and analytic solutions to the retail, entertainment, and food industries. Within our Decision Analytics segment, this acquisition further advances our position as a provider of data, analytics, and decision-support solutions in the insurance industry. Due to the timing of this acquisition, there was no impact on our income statement for ALP for the three and six months ended June 30, 2012.
On March 30, 2012, we acquired 100% of the stock of MediConnect Global, Inc., or MediConnect, a service provider of medical record retrieval, digitization, coding, extraction, and analysis. Within our Decision Analytics segment, MediConnect further supports our objective to be the leading provider of data, analytics, and decision-support solutions to the healthcare and property casualty industries.
On June 17, 2011, we acquired the net assets of Health Risk Partners, LLC, or HRP, a provider of solutions to optimize revenue, ensure compliance and improve quality of care for Medicare Advantage and Medicaid health plans. Within our Decision Analytics segment, this acquisition further advances our position as a major provider of data, analytics, and decision-support solutions to the healthcare industry.
On April 27, 2011, we acquired 100% of the common stock of Bloodhound Technologies, Inc. or Bloodhound, a provider of real-time pre-adjudication medical claims editing. Within our Decision Analytics segment, Bloodhound addresses the need of healthcare payers to control fraud and waste in a real-time claims-processing environment, and these capabilities align with our existing fraud identification tools in the healthcare vertical market.
Equity Compensation Costs
We have a leveraged ESOP, funded with intercompany debt that includes 401(k), ESOP and profit sharing components to provide employees with equity participation. We make quarterly cash contributions to the plan equal to the debt service requirements. As the debt is repaid, shares are released to the ESOP to fund 401(k) matching and profit sharing contributions and the remainder is allocated annually to active employees in proportion to their eligible compensation in relation to total participants’ eligible compensation. We had no ESOP allocation expense for the six months ended June 30, 2012 and 2011. We accrue compensation expense over the reporting period equal to the fair value of the ESOP loan collateral to be released to the ESOP.
The amount of our equity compensation costs recognized for the three and six months ended June 30, 2012 and 2011 is as follows:
(In thousands)
ESOP costs by contribution type:
401(k) matching contribution expense
Profit sharing contribution expense
Total ESOP costs
ESOP costs by segment:
Risk Assessment ESOP costs
Decision Analytics ESOP costs
In addition, the portion of the ESOP allocation expense related to the appreciation of the value of the shares in the ESOP above the value of those shares when the ESOP was first established is not tax deductible.
Under the terms of our approved equity compensation plans, stock options and other equity awards may be granted to employees. Prior to our IPO, we granted to key employees nonqualified stock options covered under the Insurance Services Office, Inc. 1996 Incentive Plan, or the Option Plan. Subsequent to the IPO, equity awards, including nonqualified stock options and restricted stock, granted to key employees are covered under the Verisk Analytics, Inc. 2009 Equity Incentive Plan, or the Incentive Plan. All of our outstanding stock options and restricted stock are covered under the Incentive Plan or the Option Plan. See Note 10 in our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
We follow the substantive vesting period approach for awards granted after January 1, 2005, which requires that stock based compensation expense be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service. For the three months ended June 30, 2012 and 2011, we recognized $4.4 million and $4.2 million in stock based compensation as a result of accelerated expense recognition on the equity awards granted on April 1, 2012 and 2011, respectively, because such awards were no longer contingent on the employee providing additional service based on our retirement qualifications.
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On May 16, 2012, our stockholder’s approved the implementation of an employee stock purchase plan, or ESPP. The ESPP will commence on October 1, 2012 and offer eligible employees the opportunity to authorize payroll deductions of up to 20.0% of their regular base salary and up to 50.0% of their short-term incentive compensation, both of which in total may not exceed twenty five thousand dollars in any calendar year, to purchase shares of our Class A common stock at a 5.0% discount of its fair market value at the time of purchase. The ESPP is noncompensatory as the purchase discount is 5.0% or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features.
Condensed Consolidated Results of Operations
(In thousands, except for share and per share data)
Statement of income data:
Revenues :
Risk Assessment revenues
Decision Analytics revenues
The financial operating data below sets forth the information we believe is useful for investors in evaluating our overall
financial performance:
Other data:
EBITDA (1):
Risk Assessment EBITDA
Decision Analytics EBITDA
The following is a reconciliation of net income to EBITDA:
Depreciation and amortization
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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 results of operations or cash flows from operating activities reported under GAAP. Management uses EBITDA in conjunction with traditional 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
Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011
Revenues were $719.7 million for the six months ended June 30, 2012 compared to $640.1 million for the six months ended June 30, 2011, an increase of $79.6 million or 12.4%. In 2012 and 2011, we acquired three companies Bloodhound, HRP, and MediConnect, collectively referred to as recent acquisitions, which we define as acquisitions not owned for a significant portion of both the current period and/or prior period and would therefore impact the comparability of the financial results. Recent acquisitions were within our Decision Analytics segment in the healthcare category and provided an increase of $34.8 million in revenues for the six months ended June 30, 2012. Excluding recent acquisitions, revenues increased $44.8 million or 7.0%, which included an increase in our Decision Analytics segment of $36.7 million and an increase in our Risk Assessment segment of $8.1 million. Refer to the Results of Operations by Segment within this section for further information regarding our revenues.
Cost of Revenues
Cost of revenues was $280.4 million for the six months ended June 30, 2012 compared to $255.7 million for the six months ended June 30, 2011, an increase of $24.7 million or 9.6%. Recent acquisitions, all within our Decision Analytics segment, accounted for an increase of $17.6 million in cost of revenues, primarily due to expenses related to salaries and employee benefit costs. Excluding the impact of our recent acquisitions, our cost of revenues increased $7.1 million or 2.8%. The increase was primarily due to increases in salaries and employee benefit costs of $4.9 million. Other increases include rent and maintenance office expenses of $1.1 million, information technology expenses of $1.1 million, travel and travel related costs of $0.2 million and other operating expenses of $0.6 million. These increases in costs were partially offset by a $0.8 million decrease in data related costs.
The increase in salaries and employee benefits of $4.9 million includes an increase of $9.7 million in annual salaries and employee benefits, medical costs, and long term equity compensation plan costs, and was partially offset by a decrease of $4.8 million in pension cost. The pension cost decreased primarily due to our pension plan freeze, which eliminated all future compensation and services credits to participants of our pension plan.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, or SGA, were $116.5 million for the six months ended June 30, 2012 compared to $105.2 million for the six months ended June 30, 2011, an increase of $11.3 million or 10.7%. Recent acquisitions, all within our Decision Analytics segment, accounted for an increase of $5.7 million, which was primarily related to salaries and employee benefits. Excluding costs associated with our recent acquisitions, SGA increased $5.6 million or 5.3%. The increase was primarily due to a net increase in salaries and employee benefits of $6.4 million, travel and travel related costs of $0.2 million and other expenses of $0.9 million. These increases in costs were partially offset by decreases in professional fees of $1.9 million which includes legal and marketing costs.
The increase in salaries and employee benefits of $6.4 million includes an increase of $7.7 million in annual salaries and employee benefits, medical costs, and long term equity compensation plan costs, and was partially offset by a decrease of $1.3 million in pension cost, primarily due to the our pension plan freeze.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets was $24.7 million for the six months ended June 30, 2012 compared to $22.2 million for the six months ended June 30, 2011, an increase of $2.5 million or 11.6%. Depreciation and amortization of fixed assets includes depreciation of furniture and equipment, software, computer hardware, and related equipment. The majority of the increase relates to software and hardware costs to support data capacity expansion and revenue growth as well as depreciation and amortization associated with recent acquisitions.
Amortization of Intangible Assets
Amortization of intangible assets was $20.8 million for the six months ended June 30, 2012 compared to $17.3 million for six months ended June 30, 2011, an increase of $3.5 million or 19.9%. The increase was primarily related to amortization of intangible assets associated with recent acquisitions of $6.1 million, partially offset by $2.6 million of amortization of intangible assets primarily associated with prior acquisitions that have been fully amortized.
Acquisition Related Liabilities Adjustment
There was no acquisition related liabilities adjustment for the six months ended June 30, 2012 and a benefit of $3.4 million for the six months ended June 30, 2011. This benefit was a result of a reduction of $3.4 million to contingent consideration due to the reduced probability of the D2Hawkeye and Strategic Analytics acquisitions achieving the EBITDA and revenue earn-out targets for exceptional performance in fiscal year 2011 established at the time of acquisition.
Investment Income/(Loss) and Realized (Loss)/Gain on Securities, Net
Investment income/(loss) and realized (loss)/gain on securities, net, was a gain of $0.6 million for the six months ended June 30, 2012 and $0.5 million for the six months ended June 30, 2011.
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Interest Expense
Interest expense was $33.8 million for the six months ended June 30, 2012 compared to $24.5 million for the six months ended June 30, 2011, an increase of $9.3 million or 37.8%. This increase is primarily due to an increase in our long-term debt outstanding, which includes the issuance of our 5.800% and 4.875% senior notes in the aggregate principal amount of $450.0 million and $250.0 million, respectively.
Provision for Income Taxes
The provision for income taxes was $96.2 million for the six month ended June 30, 2012 compared to $87.6 million for the six months ended June 30, 2011, an increase of $8.6 million or 9.8%. The effective tax rate was 39.4% for the six months ended June 30, 2012 compared to 40.0% for the six months ended June 30, 2011. The effective rate for the six months ended June 30, 2012 was lower than the June 30, 2011 effective tax rate primarily due to the continued execution of tax planning strategies.
EBITDA Margin
The EBITDA margin for our consolidated results was 44.9% for the six months ended June 30, 2012 compared to 44.2% for the six months ended June 30, 2011. For the six months ended June 30, 2012, the recent acquisitions mitigated our margin expansion by 0.7%. The increase in margin is primarily attributed to operating leverage as well as cost efficiencies achieved in 2012. For the six months ended June 30, 2011, the acquisition related liabilities adjustment positively impacted our EBITDA margin by 0.5%.
Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011
Revenues were $373.2 million for the three months ended June 30, 2012 compared to $327.3 million for the three months ended June 30, 2011, an increase of $45.9 million or 14.0%. Recent acquisitions accounted for an increase of $25.1 million in revenues for the three months ended June 30, 2012, all of which were in Decision Analytics in the healthcare category. Excluding recent acquisitions, revenues increased $20.8 million or 6.4%, which included an increase in our Decision Analytics segment of $17.1 million and an increase in our Risk Assessment segment of $3.7 million.
Cost of revenues was $147.1 million for the three months ended June 30, 2012 compared to $131.2 million for the three months ended June 30, 2011, an increase of $15.9 million or 12.1%. The increase was primarily due to costs related to recent acquisitions of $12.8 million, and a net increase in salaries and employee benefits costs of $1.6 million, which include annual salary increases and medical costs. Included within the net increase in salaries and employee benefits is an offsetting reduction in pension cost of $2.8 million. Other increases include rent and maintenance fees of $1.0 million, information technology expenses of $0.5 million and other operating expenses of $0.7 million. These increases were partially offset by a decrease in data costs of $0.7 million.
Selling, general and administrative expenses were $62.5 million for the three months ended June 30, 2012 compared to $55.9 million for the three months ended June 30, 2011, an increase of $6.6 million or 11.7%. The increase was primarily due to costs attributable to recent acquisitions of $3.5 million, an increase in salaries and employee benefits costs of $3.3 million, which include annual salary increases, medical costs, commissions, and equity compensation expense. Included within the net increase in salaries and employee benefits is an offsetting reduction in pension cost of $0.7 million. Travel and travel related costs also increased by $0.6 million. These increases were partially offset by a decrease in professional fees that include legal and marketing costs of $0.5 million and other expenses of $0.3 million.
The provision for income taxes was $47.8 million for the three months ended June 30, 2012 compared to $43.5 million for the three months ended June 30, 2011, an increase of $4.3 million or 10.0%. The effective tax rate was 39.5% for the three months ended June 30, 2012 compared to 39.9% for the three months ended June 30, 2011. The effective tax rate for the three months ended June 30, 2012 was lower than the effective tax rate for the three months ended June 30, 2011 primarily due to the continued execution of tax planning strategies.
The EBITDA margin for our consolidated results was 43.9% for the three months ended June 30, 2012 and 2011. For the three months ended June 30, 2012, recent acquisitions mitigated our margin expansion by 1.0%. For the three months ended June 30, 2011, the acquisition related liabilities adjustment positively impacted our EBITDA margin by 1.0%.
Results of Operations by Segment
Decision Analytics
Revenues for our Decision Analytics segment were $430.6 million for the six months ended June 30, 2012 compared to $359.1 million for the six months ended June 30, 2011, an increase of $71.5 million or 19.9%. Recent acquisitions, which are all within the healthcare category, accounted for an increase of $34.8 million in revenues for the six months ended June 30, 2012. Excluding recent acquisitions, our Decision Analytics revenue increased $36.7 million or 10.3%. Our insurance revenue increased $20.9 million primarily due to an increase within our loss quantification solutions as a result of new customers and an increase in our catastrophe modeling services for existing customers, as well an increase in insurance fraud solutions revenue. Excluding the recent acquisitions, our healthcare revenue increased $11.1 million primarily due to an increase in our fraud services as customer contracts were implemented and new sales of risk solutions. Our specialized markets revenue increased $3.5 million as a result of continued penetration of existing customers within our supply chain services and weather and climate risk solutions. Our mortgage and financial services revenue increased $1.2 million, primarily due to the inclusion of property appraisal tools facing the mortgage market revenue of $6.1 million, which was previously reported as part of property-specific rating and underwriting information category within our Risk Assessment segment in 2011. Excluding the property appraisal revenue, our mortgage and financial services revenue decreased $4.9 million from lower volumes within forensic solutions due to the continued challenges in the mortgage market, partially offset by growth in our underwriting solutions.
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Revenues for our Decision Analytics segment were $229.0 million for the three months ended June 30, 2012 compared to $186.8 million for the three months ended June 30, 2011, an increase of $42.2 million or 22.6%. Recent acquisitions accounted for an increase of $25.1 million in revenues for the three months ended June 30, 2012. Excluding the impact of recent acquisitions, revenue increased $17.1 million for the three months ended June 30, 2012. Our insurance revenue increased $9.9 million primarily due to an increase within our loss quantification solutions as a result of new customers and an increase in our catastrophe modeling services for existing customers, as well an increase in insurance fraud solutions revenue. Excluding the recent acquisitions, our healthcare revenue increased $5.9 million primarily due to an increase in our fraud services as customer contracts were implemented and new sales of risk solutions. Our specialized markets revenue increased $1.7 million as a result of continued penetration of existing customers within our supply chain services and weather and climate risk solutions. Excluding the property appraisal revenue, our mortgage and financial services revenue decreased $3.5 million from lower volumes within our forensic solutions due to the continued challenges in the mortgage market.
Our revenue by category for the periods presented is set forth below:
Cost of revenues for our Decision Analytics segment was $189.7 million for the six months ended June 30, 2012 compared to $159.4 million for the six months ended June 30, 2011, an increase of $30.3 million or 19.0%. Excluding the impact of recent acquisitions of $17.6 million, our cost of revenues increased by $12.7 million or 8.0%. This increase is primarily due to a net increase in salary and employee benefits of $9.4 million. Other increases include information technology expenses of $1.4 million, rent and maintenance office expenses of $0.7 million, travel and travel related costs of $0.7 million and other operating expenses of $0.6 million. These increases in costs were partially offset by a $0.1 million decrease in data related costs.
The increase in salaries and employee benefits of $9.4 million includes an increase of $10.2 million in annual salaries and employee benefits, medical costs, and long term equity compensation plan costs, and due to the reallocation of certain resources from Risk Assessment relating to property appraisal tools that began in January 2012. These increases were partially offset by a decrease of $0.8 million in pension cost primarily because of our pension plan freeze.
Cost of revenues for our Decision Analytics segment was $101.8 million for the three months ended June 30, 2012 compared to $82.1 million for the three months ended June 30, 2011, an increase of $19.7 million or 23.9%. The increase was primarily due to costs related to recent acquisitions of $12.8 million, and a net increase in salaries and employee benefits costs of $5.3 million partially from the reallocation of certain resources from Risk Assessment. Included within the net increase in salaries and employee benefits is an offsetting reduction in pension cost of $0.4 million. Other increases include rent and maintenance fees of $0.6 million, information technology expenses of $0.7 million and other operating expenses of $0.7 million. These increases were partially offset by a decrease in data costs of $0.4 million.
Selling, general and administrative expenses for our Decision Analytics segment were $74.0 million for the six months ended June 30, 2012 compared to $62.7 million for the six months ended June 30, 2011, an increase of $11.3 million or 17.9%. Excluding the impact of recent acquisitions of $5.7 million, SGA increased $5.6 million or 8.9%. The increase was primarily due to an increase in salaries and employee benefits of $6.1 million and an increase in other expenses of $0.2 million. These increases in costs were partially offset by a decrease in professional fees of $0.7 million which includes legal and marketing costs.
The increase in salaries and employee benefits of $6.1 million includes an increase of $6.4 million in annual salaries and employee benefits, medical costs, commissions, and long term equity compensation plan costs, and was partially offset by a decrease of $0.3 million in pension cost, primarily due to the our pension plan freeze.
Selling, general and administrative expenses for our Decision Analytics segment were $39.6 million for the three months ended June 30, 2012 compared to $32.6 million for the three months ended June 30, 2011, an increase of $7.0 million or 21.5%. The increase was primarily due to costs attributable to recent acquisitions of $3.5 million, an increase in salaries and employee benefits costs of $3.7 million. Included within the net increase in salaries and employee benefits is an offsetting reduction in pension cost of $0.2 million. Travel and travel related costs also increased by $0.3 million. These increases were partially offset by a decrease in other expenses of $0.5 million.
The EBITDA margin for our Decision Analytics segment was 38.8% for the six months ended June 30, 2012 compared to 39.1% for the six months ended June 30, 2011. For the six months ended June 30, 2012, recent acquisitions mitigated our margin expansion by 0.8%. For the six months ended June 30, 2011, the acquisition related liabilities adjustment positively impacted our EBITDA margin by 0.9%.
Risk Assessment
Revenues for our Risk Assessment segment were $289.1 million for the six months ended June 30, 2012 as compared to $281.0 million for the six months ended June 30, 2011, an increase of $8.1 million or 2.9%. Revenues were $144.2 million for the three months ended June 30, 2012 as compared to $140.5 million for the three months ended June 30, 2011, an increase of $3.7 million or 2.6%. The overall increase within this segment primarily resulted from an increase in prices derived from continued enhancements to the content of our industry-standard insurance programs’ solutions as well as selling expanded solutions to existing customers. As described with the Decision Analytics segment revenue, beginning January 1, 2012, we reallocated certain property appraisal tools revenue of $3.2 million and $6.1 million for three and six months ended June 30, 2012, respectively, from the property-specific rating and underwriting information category to the mortgage and financial services category.
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Cost of revenues for our Risk Assessment segment was $90.7 million for the six months ended June 30, 2012 compared to $96.3 million for the six months ended June 30, 2011, a decrease of $5.6 million or 5.8%. The decrease was primarily due to a decrease in salaries and employee benefits costs of $4.5 million, primarily related to lower pension cost of $4.0 million, and the reallocation of certain resources to Decision Analytics relating to property appraisal tools that occurred in January 2012. Other decreases were related to data costs of $0.7 million, travel and travel related costs of $0.5 million, and information technology costs of $0.3 million. These decreases were partially offset by an increase in rent and maintenance office expenses of $0.4 million.
Cost of revenues for our Risk Assessment segment was $45.3 million for the three months ended June 30, 2012 compared to $49.1 million for the three months ended June 30, 2011, a decrease of $3.8 million or 7.6%. The decrease was primarily due to a decrease in salaries and employee benefits costs of $3.7 million. Included within the decrease in salaries and employee benefits is a reduction in pension cost of $2.4 million and the reallocation of certain resources to Decision Analytics. Other decreases include information technology expenses of $0.2 and data costs of $0.3 million. These decreases were partially offset by an increase in rent and office maintenance of $0.4 million.
Selling, general and administrative expenses for our Risk Assessment segment were $42.5 million for the six months ended June 30, 2012 and 2011. There was a net increase in salaries and employee benefits of $0.3 million, travel and travel related costs of $0.2 million and other expenses of $0.7 million. These increases in costs were partially offset by a decrease in professional fees of $1.2 million which includes legal and marketing costs.
The increase in salaries and employee benefits of $0.3 million includes an increase of $1.3 million in annual salaries and employee benefits, medical costs, and long term equity compensation plan costs, and was partially offset by a decrease of $1.0 million in pension cost primarily due to our pension plan freeze.
Selling, general and administrative expenses for our Risk Assessment segment were $22.9 million for the three months ended June 30, 2012 compared to $23.3 million for the three months ended June 30, 2011, a decrease of $0.4 million or 1.9%. The decrease was primarily due to a decrease in salaries and employee benefits costs of $0.4 million, which includes a reduction in pension cost of $0.5 million. Other decreases were professional fees that include legal and marketing costs of $0.5 million. These decreases were partially offset by an increase in travel and travel related costs of $0.3 and other expenses of $0.2 million.
EBITDA margin for our Risk Assessment segment was 54.1% for the six months ended June 30, 2012 compared to 50.8% for the six months ended June 30, 2011. The increase in margin is primarily attributed to operating leverage in the segment as well as cost efficiencies.
Liquidity and Capital Resources
As of June 30, 2012 and December 31, 2011, we had cash and cash equivalents and available-for-sale securities of $102.0 million and $196.7 million, respectively. 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 syndicated revolving credit facility, we believe 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 (fees received in advance). 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.
Our capital expenditures, which include noncash purchases of fixed assets and capital lease obligations, as a percentage of revenues for the six months ended June 30, 2012 and 2011, were 5.3% and 5.4%, respectively. Expenditures related to developing and enhancing our solutions are predominately related to internal use software and are capitalized in accordance with ASC 350-40, “Accounting for Costs of Computer Software Developed or Obtained for Internal Use.” We also capitalize amounts in accordance with ASC 985-20, “Software to be Sold, Leased or Otherwise Marketed.” The amounts capitalized in accordance with the accounting guidance for software to be sold, leased or otherwise marketed are not significant to the financial statements.
We historically used a portion of our cash for repurchases of our common stock from our stockholders. During the six months ended June 30, 2012 and 2011, we repurchased $107.0 million and $217.0 million of our Class A common stock, respectively. See Note 9 to our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
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We provide pension and postretirement benefits to certain qualifying active employees and retirees. On February 29, 2012, we instituted a hard freeze, which eliminated all future compensation and service credits, to all participants in the pension plans. In April 2012, we completed a voluntary prefunding to our qualified pension plan of $72.0 million, which resulted in a contribution of $78.8 million for the year, of which $28.2 million was the minimum contribution requirement for 2012. We do not anticipate further contributions in 2012 to be made with respect to our qualified pension plan. Under the postretirement plan, we provide certain healthcare and life insurance benefits to qualifying participants; however, participants are required to pay a stated percentage of the premium coverage. In March 2012, we established a voluntary employee’s beneficiary association plan, or VEBA plan, to fund the postretirement plan. We contributed $5.0 million and $8.5 million to the VEBA Plan for the three and six months ended June 30, 2012, respectively. We expect the contribution to the postretirement plan for the remaining quarters for the year ending December 31, 2012 to be consistent with this quarter. See Note 11 to our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
Financing and Financing Capacity
We had total debt, excluding capital lease and other obligations, of $1,246.9 million and $1,096.7 million at June 30, 2012 and December 31, 2011, respectively. The debt at June 30, 2012 was issued under our Syndicated Revolving Credit facility (“credit facility”), long-term private placement loan facilities and senior notes issued in 2011 to finance our stock repurchases and acquisitions.
Our credit facility, due October 2016 of $725.0 million, is a committed facility and all of our long-term private placement loan facilities are uncommitted facilities. We have financed and expect to finance our short-term working capital needs, stock repurchases and acquisitions through cash from operations and borrowings from a combination of our credit facility and long-term private placement facilities. As of June 30, 2012, we had $150.0 million outstanding under the credit facility. We borrowed $200.0 million from our credit facility and repaid $50.0 million of this balance during the six months ended June 30, 2012. On July 2, 2012, we repaid an additional $10.0 million related to the outstanding balance of the credit facility. As of June 30, 2012, our credit facility had $575.0 million of borrowing capacity available.
The credit facility contains certain customary financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, investments, and capital expenditures. These covenants also place restrictions on mergers, asset sales, sale/leaseback transactions, payments between us and our subsidiaries, and certain transactions with affiliates. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.0 to 1.0 and that we maintain a consolidated funded debt leverage ratio below 3.25 to 1.0. We were in compliance with all debt covenants under the credit facility as of June 30, 2012.
We also have long-term private placement loan facilities under uncommitted master shelf agreements with New York Life and Prudential Capital Group, or Prudential, with availabilities at June 30, 2012 in the amounts of $30.0 million and $190.0 million, respectively. We can borrow under the New York Life Master Shelf Agreement until March 16, 2013 and the Prudential Master Shelf Agreement until August 30, 2013.
The notes outstanding under these long-term private placement loan facilities mature over the next four years. Individual borrowings are made at a fixed rate of interest determined at the time of the borrowing and interest is payable quarterly. The weighted average rate of interest with respect to our outstanding borrowings under these facilities was 6.3% for the six months ended June 30, 2012. The uncommitted master shelf agreements contain certain covenants that limit our ability to create liens, enter into sale/leaseback transactions and consolidate, merge or sell assets to another company. Our shelf agreements also contains financial covenants that require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.0 to 1.0 and a consolidated debt leverage ratio below 3.0 to 1.0 during any period of four fiscal quarters. We were in compliance with all debt covenants under our master shelf agreements as of June 30, 2012.
As of June 30, 2012, we had senior notes with aggregate principal amount of $700.0 million. The senior notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by ISO and certain subsidiaries that guarantee our credit facility, or any amendment, refinancing or replacement thereof. The indenture governing the senior notes restricts our ability and our subsidiaries’ 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.
Cash Flow
The following table summarizes our cash flow data for the six months ended June 30, 2012 and 2011:
Operating Activities
Net cash provided by operating activities increased to $187.4 million for the six months ended June 30, 2012 from $187.1 million for the six months ended June 30, 2011. The slight increase in net cash provided by operating activities was principally due to an increase in cash receipts from customers during the six months ended June 30, 2012. This increase was partially offset by an increase in operating expense and interest payments during the six months ended June 30, 2012 compared to the six months ended June 30, 2011. The growth in operating cash flow was mitigated by the pre-funding of our pension plan in April 2012 of $72.0 million, partially offset by the tax benefit associated with these deductible contributions.
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Investing Activities
Net cash used in investing activities was $387.0 million for the six months ended June 30, 2012 compared to $172.6 million for the six months ended June 30, 2011. The increase in net cash used in investing activities was principally due to an increase in acquisition payments of $209.6 million, primarily related to the acquisition of MediConnect in the first quarter of 2012, and an increase in the purchases of fixed assets of $8.4 million during the six months ended June 30, 2012.
Financing Activities
Net cash provided by/(used in) financing activities was $105.3 million for the six months ended June 30, 2012 and $(18.1) million for the six months ended June 30, 2011. Net cash provided by financing activities for the six months ended June 30, 2012 was primarily related to an increase in total net debt of $150.0 million and option exercises of $65.1 million, partially offset by repurchases of our Class A common stock of $106.3 million. Net cash used in financing activities for the six months ended June 30, 2011 was primarily related to a repurchases of our Class A common stock of $214.0 million partially offset by an increase in total net debt of $172.4 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 28, 2012 except as noted below.
Due to our voluntary prefunding and hard freeze of the pension plans (see Note 11 in our condensed consolidated financial statements included in this quarterly report on Form 10-Q), we expect our contractual obligations payments for the Pension and postretirement plans to decrease to the following amounts: 1-3 years $11.2 million, 3-5 years $7.3 million, and More than 5 years $15.4 million.
Critical Accounting Policies and 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 United States. 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 revenue recognition, goodwill and intangible assets, pension and other post retirement benefits, stock-based compensation, and income taxes. 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 28, 2012. Since the date of our annual report on Form 10-K, there have been no material changes to our critical accounting policies and estimates.
Market risks at June 30, 2012 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 28, 2012.
Disclosure Controls and Procedures
We 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.
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s 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, 2012, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the three month period ended June 30, 2012, 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.
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PART II — OTHER INFORMATION
We are party to legal proceedings with respect to a variety of matters in the ordinary course of business. See Part I Item I. Note 14 to our condensed consolidated financial statements for the six months ended June 30, 2012 for a description of our significant current legal proceedings, which is incorporated by reference herein.
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 28, 2012.
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities by the Company during the period covered by this report.
Issuer Purchases of Equity Securities
On April 29, 2010, our board of directors authorized a $150.0 million share repurchase program, or the Repurchase Program, of our common stock. On October 19, 2010, March 11, 2011, and July 8, 2011, our board of directors authorized additional capacity of $150.0 million each, and on January 11, 2012, our board of directors authorized additional capacity of $300.0 million bringing the Repurchase Program to a total of $900.0 million. Under the Repurchase Program, we may repurchase stock in the open market or as otherwise determined by us. These authorizations have no expiration dates, although they may be suspended or terminated at any time. Our shares repurchased for the quarter ended June 30, 2012 are set forth below:
April 1, 2012 through April 30, 2012
May 1, 2012 through May 31, 2012
June 1, 2012 through June 30, 2012
None.
See Exhibit Index.
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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.
Mark V. Anquillare
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
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EXHIBIT INDEX
Exhibit
Number
Description
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