Verisk Analytics, Inc.: Form 10-Q for the period ended Jun 30, 2023

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 ("2022 10-K") dated and filed with the Securities and Exchange Commission on February 28, 2023. 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, including but not limited to those listed under "Risk Factors" and "Special Note Regarding Forward Looking Statements" in our 2022 10-K and those listed under Item 1A in Part II of this quarterly report on Form 10-Q.

We are the leading strategic data analytics and technology partner to the global insurance industry. We empower clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, extreme events, ESG and political issues. Through advanced data analytics, software, scientific research and deep industry knowledge, we help build global resilience for individuals, communities and businesses.

Our customers use our solutions to make better decisions about risk and opportunities with greater efficiency and discipline. We refer to these products and services as "solutions" due to the integration among our services and the flexibility that enables our customers to purchase components or the comprehensive package. These solutions take various forms, including data, statistical models, or tailored analytics, all designed to allow our customers to make more logical decisions. We believe our solutions for analyzing risk positively impact our customers’ revenues and help them better manage their costs.

Our reportable segments have historically been Insurance, Energy and Specialized Markets, and Financial Services. On March 11, 2022 and April 8, 2022, we sold both our environmental health and safety business, which represented the “Specialized Markets” in our Energy and Specialized Markets segment, and our Financial Services segment, respectively. We assessed the sale of our environmental health and safety business and Financial Services segment per the guidance in ASC 205-20, and determined that the transactions did not qualify as discontinued operations. On February 1, 2023, we completed the sale of our Energy business. The Energy business was classified as discontinued operations per the guidance in ASC 205-20 in the fourth quarter of 2022, as we determined that this transaction represents a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations and assets and liabilities held for sale for all periods presented. See Note 7. Dispositions and Discontinued Operations for further discussion.

Executive Summary

Key Performance Metrics

We believe our business's ability to grow recurring revenue and generate positive cash flow is the key indicator of the successful execution of our business strategy. We use year-over-year revenue and EBITDA growth as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures (See footnote 2 within the Condensed Consolidated Results of Operations section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations). The nearest equivalent respective GAAP financial measures are net income and net income margin.

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 growth. We use EBITDA growth as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth. EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.

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 calculate EBITDA margin as EBITDA divided by revenues.

Revenues

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. 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. In general, we experience minimal revenue seasonality within the business. For the six months ended June 30, 2023 and 2022, approximately 80% and 81% of our insurance revenues were derived from hosted subscriptions through agreements (generally one to five years) for our solutions, respectively.

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For the six months ended June 30, 2023 and 2022, approximately 20% and 19% of our insurance revenues were derived from providing transactional and advisory/consulting solutions, respectively.

Operating Costs and Expenses

Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 61% and 60% of our total operating expenses (excluding gains/losses related to dispositions) for the six months ended June 30, 2023 and 2022, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

We assign personnel expenses between two categories, cost of revenues and selling, general and administrative expense, 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, salespeople, 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 expenses based on the nature of the work being performed.

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. However, part of our corporate strategy is to invest in new solutions and new businesses, which may offset margin expansion.

Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition, disposition 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 Expenses. Our selling, general and administrative expenses consist primarily of personnel costs. A portion of the other costs such as facilities, insurance, and communications are also allocated to selling, general and administrative expenses based on the nature of the work being performed by the employee. Our selling, general and administrative expenses exclude depreciation and amortization.

Condensed Consolidated Results of Operations

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

35

(1) Cash dividends declared per share is calculated by the aggregate cash dividends declared in a fiscal quarter divided by the shares issued and outstanding. See Note 11. of our condensed consolidated financial statements included in this interim report on Form 10-Q.

(2) EBITDA is a financial measure that management uses to evaluate the performance of our segments. "EBITDA" is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. See Note 14. of our condensed consolidated financial statements included in this quarterly report on Form 10-Q. 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 operating income, net income, or cash flows from operating activities reported under GAAP. Management uses EBITDA in conjunction with 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

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Revenues

Revenues were $675.0 million for the three months ended June 30, 2023 compared to $612.8 million for the three months ended June 30, 2022, an increase of $62.2 million or 10.1%. The growth in our consolidated revenues was partially offset by the sale of our Financial Services segment, which did not qualify as discontinued operations and as a result, its prior year revenues of $2.8 million was included in our consolidated results. Our recent acquisitions (Morning Data Limited ("Morning Data") within the underwriting category of our Insurance segment, and Pruvan Inc. ("Pruvan"), Mavera Holding AB ("Mavera"), and Krug Sachverständigen GmbH ("Krug"), within the claims category of the Insurance segment) increased revenues by $5.7 million, while the remaining Insurance revenues increased $59.3 million or 9.7%.

(in millions)

Cost of Revenues

Cost of revenues was $216.9 million for the three months ended June 30, 2023 compared to $195.5 million for the three months ended June 30, 2022, an increase of $21.4 million or 10.9%. Our recent acquisitions accounted for an increase of $7.1 million in cost of revenues, partially offset by recent dispositions of $4.8 million. The remaining increase related to Insurance of $19.1 million or 9.9% was primarily due to increases in salaries and employee benefits of $12.2 million, rent expense of $3.4 million, data costs of $0.8 million, travel expenses of $0.5 million, and other operating costs of $2.2 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $86.8 million for the three months ended June 30, 2023 compared to $96.3 million for the three months ended June 30, 2022, a decrease of $9.5 million or 9.9%. Our recent dispositions accounted for a decrease of $9.4 million in selling, general and administrative expenses, partially offset by recent acquisitions of $6.5 million, resulting in a net decrease of $2.9 million. In addition, our acquisition-related costs (earn-outs) accounted for a decrease of $7.0 million. These decreases were offset by an increase related to Insurance of $0.4 million or 0.5% and was primarily due to increases in professional consulting costs of $0.8 million, travel expenses of $0.8 million, and other operating costs of $0.2 million, partially offset by decreases in information technology expenses of $0.8 million, and salaries and employee benefits of $0.6 million.

Depreciation and Amortization of Fixed Assets

Depreciation and amortization of fixed assets were $46.5 million for the three months ended June 30, 2023 compared to $39.5 million for the three months ended June 30, 2022, an increase of $7.0 million or 17.7%. The increase was primarily driven by assets being placed into service to support data capacity expansion and revenue growth.

Amortization of Intangible Assets

Amortization of intangible assets was $18.8 million for the three months ended June 30, 2023 compared to $18.3 million for the three months ended June 30, 2022, an increase of $0.5 million or 2.7%. The increase was due to our recent acquisitions of $1.1 million, partially offset by intangible assets that were fully amortized of $0.6 million.

Other Operating loss (income), net

Other operating loss (income), net was $0.0 million for the three months ended June 30, 2023 compared to $15.6 million for the three months ended June 30, 2022. The decrease was primarily driven by the loss from the sale of our Financial Service segment.

Investment Loss

Investment loss was $6.2 million for the three months ended June 30, 2023 compared to a loss of $0.9 million for the three months ended June 30, 2022, an increase of $5.3 million. The increase was primarily due to the impairment of cost-based investments.

Interest Expense, net

Interest expense, net was $31.6 million for the three months ended June 30, 2023 compared to $31.9 million for the three months ended June 30, 2022, a decrease of $0.3 million or 0.9%. The decrease in interest expense was primarily due to the paydown of our outstanding borrowings on our Syndicated Revolving and Bilateral credit facilities, and an increase in interest income of $0.8 million, partially offset by interest expense related to the issuance of our 2033 Senior Notes.

Provision for Income Taxes

The provision for income taxes was $63.9 million for the three months ended June 30, 2023 compared to $41.2 million for the three months ended June 30, 2022, an increase of $22.7 million or 55.0%. The effective tax rate was 23.8% for the three months ended June 30, 2023 compared to 19.2% for the three months ended June 30, 2022. The effective tax rate for the three months ended June 30, 2023 was higher than the effective tax rate for the three months ended June 30, 2022 primarily due to the lower tax benefits from equity compensation in the current period. The difference between statutory tax rates and our effective tax rate is primarily due to state and local taxes, partially offset by tax benefits attributable to equity compensation.

Net Income Margin from Continuing Operations

The net income margin from continuing operations was 30.3% for the three months ended June 30, 2023 compared to 28.3% for the three months ended June 30, 2022. The increase in net income margin was primarily driven by top line revenue growth and cost discipline.

EBITDA Margin [1]

EBITDA was $365.1 million for the three months ended June 30, 2023 compared to $304.5 million for the three months ended June 30, 2022. The EBITDA margin for our consolidated results was 54.1% for the three months ended June 30, 2023 compared to 49.7% for the three months ended June 30, 2022. The increase in EBITDA margin was primarily due to the disposition of our Specialized Markets business and Financial Services segment, which did not qualify as discontinued operations and as a result, its prior year EBITDA loss of $27.1 million was included.

[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is presented in the table below on p. 36.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Revenues

Revenues were $1,326.6 million for the six months ended June 30, 2023 compared to $1,256.4 million for the six months ended June 30, 2022, an increase of $70.2 million or 5.6%. Our growth in our consolidated revenues was partially offset by the sale of our environmental health and safety business and Financial Services segment, both of which did not qualify as discontinued operations and as a result, their prior year revenues of $60.0 million were included in our consolidated results. Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment, and Pruvan, Mavera, and Krug, within the claims category of the Insurance segment) increased revenues by $18.5 million, while the remaining Insurance revenues increased $111.7 million or 9.4%. Our specialized market business was sold in March 2022; and our Energy business, which qualified for discontinued operations in the fourth quarter of 2022, was subsequently sold in February 2023. Our Financial Services segment was sold in April 2022. Our Energy and Specialized Markets and Financial Services segments did not have revenues from continuing operations in 2023.

(in millions)

Cost of Revenues

Cost of revenues was $433.1 million for the six months ended June 30, 2023 compared to $424.2 million for the six months ended June 30, 2022, an increase of $8.9 million or 2.1%. Our recent acquisitions accounted for an increase of $15.1 million, offset by our recent dispositions, which accounted for a decrease of $39.7 million, reflecting a net decrease of $24.6 million in cost of revenues. This net decrease was offset by the increase related to Insurance of $33.5 million or 8.7% primarily due to increases in salaries and employee benefits of $22.2 million, rent expense of $5.3 million, travel expenses of $2.2 million, data costs of $0.4 million, and other operating costs of $4.6 million; partially offset by a decrease in information technology expenses of $1.2 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $165.8 million for the six months ended June 30, 2023 compared to $204.2 million for the six months ended June 30, 2022, a decrease of $38.4 million or 18.8%. Our recent dispositions accounted for a decrease of $27.3 million, partially offset by recent acquisitions of $18.0 million. Our acquisition-related costs (earn-outs) accounted for a decrease of $22.0 million. The remaining decrease related to Insurance of $7.1 million or 3.8% was primarily due to decreases in professional consulting costs of $4.6 million, salaries and employee benefits of $2.4 million, information technology expenses of $1.2 million, and other operating expenses of $1.7 million; partially offset by an increase in travel expenses of $2.8 million.

Depreciation and Amortization of Fixed Assets

Depreciation and amortization of fixed assets were $91.1 million for the six months ended June 30, 2023 compared to $79.6 million for the six months ended June 30, 2022, an increase of $11.5 million or 14.4%. The increase was primarily driven by $13.7 million attributed to assets placed into service to support data capacity expansion and revenue growth, partially offset by recent dispositions of $2.2 million.

Amortization of Intangible Assets

Amortization of intangible assets was $36.5 million for the six months ended June 30, 2023 compared to $39.5 million for the six months ended June 30, 2022, a decrease of $3.0 million or 7.6%. The decrease was primarily driven by recent dispositions of $3.3 million and intangible assets that were fully amortized, partially offset by an increase due to our recent acquisitions of $1.1 million.

Other Operating loss (income), net

Other operating loss (income), net was $0.0 million for the six months ended June 30, 2023 compared to $361.5 million for the six months ended June 30, 2022. The decrease was primarily driven by the net gain from the sale of our environmental health and safety business and Financial Services segment.

Investment Loss

Investment loss was $7.3 million for the six months ended June 30, 2023 compared to $2.8 million for the six months ended June 30, 2022, an increase of $4.5 million. The increase was primarily due to the impairment of cost-based investments.

Interest Expense, net

Interest expense, net was $58.0 million for the six months ended June 30, 2023 compared to $63.2 million for the six months ended June 30, 2022, a decrease of $5.2 million or 8.2%. The decrease in interest expense was primarily due to the paydown of our outstanding borrowings on our Syndicated Revolving and Bilateral credit facilities, and an increase in interest income of $8.2 million, partially offset by interest expense related to the issuance of our 2033 Senior Notes.

Provision for Income Taxes

The provision for income taxes was $136.1 million for the six months ended June 30, 2023 compared to $143.8 million for the six months ended June 30, 2022, a decrease of $7.7 million or 5.4%. The effective tax rate was 25.4% for the six months ended June 30, 2023 compared to 17.9% for the six months ended June 30, 2022. The effective tax rate for the six months ended June 30, 2023 was higher than the effective tax rate for the six months ended June 30, 2022 primarily due to a 2022 tax rate benefit in connection with the sale of our environmental health and safety business for which a benefit was recognized for the difference between book and tax basis of our investment. In addition, the tax rate for the six months ended June 30, 2023 was higher than the prior period due to tax charges incurred in structuring the Energy sale completed in the first quarter. The difference between statutory tax rates and our effective tax rate is primarily due to state and local taxes, partially offset by tax benefits attributable to equity compensation.

Net Income Margin from Continuing Operations

The net income margin from continuing operations was 30.1% for the six months ended June 30, 2023 compared to 52.6% for the six months ended June 30, 2022. The decrease in net income margin was primarily driven by the net gain from the sale of our recent dispositions in the prior year.

EBITDA Margin [1]

EBITDA was $720.4 million for the six months ended June 30, 2023 compared to $986.7 million for the six months ended June 30, 2022. The EBITDA margin for our consolidated results was 54.3% for the six months ended June 30, 2023 compared to 78.5% for the six months ended June 30, 2022. The decrease in EBITDA margin was primarily driven by the net gain from our recent dispositions in the prior year.

[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is presented in the table below.

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Results of Operations by Segment

Insurance

Revenues

Revenues for our Insurance segment were $675.0 million for the three months ended June 30, 2023, compared to $610.0 million for the three months ended June 30, 2022, an increase of $65.0 million or 10.6%. Our underwriting revenue increased $40.3 million or 9.2%. Our claims revenue increased $24.7 million or 14.4%.

Our revenue by category for the periods presented is set forth below:

(in millions)

Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment, and Pruvan, Mavera, and Krug, within the claims category of the Insurance segment) contributed net revenues of $5.7 million, while the remaining Insurance revenues increased $59.3 million or 9.7%. Our underwriting revenue increased $40.0 million or 9.1%, primarily due to an annual increase in prices derived from continued enhancements to the content of the solutions within our forms, rules and lost cost services as well as selling expanded solutions to new and existing customers within underwriting data solutions. In addition, extreme events and life solutions contributed to the growth. Our claims revenue increased $19.3 million or 11.2%, primarily due to growth in our property estimating solutions revenue, anti-fraud solutions revenue and international revenues.

Revenues for our Insurance segment were $1,326.6 million for the six months ended June 30, 2023, compared to $1,196.4 million for the six months ended June 30, 2022, an increase of $130.2 million or 10.9%. Our underwriting revenue increased $84.8 million or 9.9%. Our claims revenue increased $45.4 million or 13.3%.

Our revenue by category for the periods presented is set forth below:

(in millions)

Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment, Pruvan, Mavera, and Krug, within the claims category of the Insurance segment) contributed net revenues of $18.5 million, while the remaining Insurance revenues increased $111.7 million or 9.4%. Our underwriting revenue increased $74.1 million or 8.8%, primarily due to an annual increase in prices derived from continued enhancements to the content of the solutions within our forms, rules and lost cost services as well as selling expanded solutions to new and existing customers within underwriting data solutions. In addition, extreme events and life solutions contributed to the growth. Our claims revenue increased $37.6 million or 11.0%, primarily due to growth in our property estimating solutions revenue, anti-fraud solutions revenue and international revenues.

Cost of Revenues

Cost of revenues for our Insurance segment was $216.9 million for the three months ended June 30, 2023 compared to $190.7 million for the three months ended June 30, 2022, an increase of $26.2 million or 13.7%. Our recent acquisitions within the Insurance segment represented an increase of $7.1 million. The remaining cost of revenues increased $19.1 million or 9.9% primarily due to increases in salaries and employee benefits of $12.2 million, rent expense of $3.4 million, data costs of $0.8 million, travel expenses of $0.5 million, and other operating costs of $2.2 million.

Cost of revenues for our Insurance segment was $433.1 million for the six months ended June 30, 2023 compared to $384.5 million for the six months ended June 30, 2022, an increase of $48.6 million or 12.6%. Our recent acquisitions within the Insurance segment represented an increase of $15.1 million in cost of revenues. The remaining cost of revenues increased $33.5 million or 8.7% primarily due to increases in salaries and employee benefits of $22.2 million, rent expense of $5.3 million, travel expenses of $2.2 million, data costs of $0.4 million, and other operating costs of $4.6 million. These increases were partially offset by a decrease in information technology expenses of $1.2 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Insurance segment were $86.8 million for the three months ended June 30, 2023, compared to $86.9 million for the three months ended June 30, 2022, a decrease of $0.1 million or 0.1%. The decrease in selling, general and administrative expenses was due to a true-up of our acquisition-related earn-out costs of $7.0 million, offset by our recent acquisitions, which accounted for an increase of $6.5 million, primarily related to salaries and employee benefits. This decrease was offset by an increase of $0.4 million or 0.5% was primarily due to increases in travel expenses of $0.8 million, professional consulting costs of $0.8 million, and other operating expense of $0.2 million, partially offset by decreases in information technology expenses of $0.8 million, and salaries and employee benefits of $0.6 million.

Selling, general and administrative expenses for our Insurance segment were $165.8 million for the six months ended June 30, 2023, compared to $176.9 million for the six months ended June 30, 2022, a decrease of $11.1 million or 6.3%. Our acquisition-related earn-out costs accounted for a decrease of $22.0 million, offset by our recent acquisitions, which accounted for an increase of $18.0 million, primarily related to salaries and employee benefits. The remaining decrease of $7.1 million or 3.8% was primarily due to decreases in professional consulting costs of $4.6 million, salaries and employee benefits of $2.4 million, information technology expenses of $1.2 million, and other operating expenses of $1.7 million, partially offset by an increase in travel expenses of $2.8 million.

Investment Loss

Investment loss was $6.2 million for the three months ended June 30, 2023 and $0.8 million for the three months ended June 30, 2022. The increase was primarily due to the impairment of cost-based investments.

Investment loss was $7.3 million for the six months ended June 30, 2023 and $1.9 million for the six months ended June 30, 2022. The increase was primarily due to the impairment of cost-based investments.

EBITDA

EBITDA for our Insurance segment was $365.1 million for the three months ended June 30, 2023 compared to $331.6 million for the three months ended June 30, 2022, an increase of $33.5 million or 10.1%. The EBITDA margin for our Insurance segment was 54.1% for the three months ended June 30, 2023 compared to 54.4% for the three months ended June 30, 2022.

EBITDA for our Insurance segment was $720.4 million for the six months ended June 30, 2023 compared to $633.1 million for the six months ended June 30, 2022, an increase of $87.3 million or 13.8%. The EBITDA margin for our Insurance segment was 54.3% for the six months ended June 30, 2023 compared to 52.9% for the six months ended June 30, 2022.

Energy and Specialized Markets and Financial Segments

On March 11, 2022, we completed the sale of 3E Company Environmental, Ecological and Engineering, which made up the Specialized Markets within this segment. This transaction did not qualify as discontinued operations per the guidance in ASC 205-20. The Energy business within the "Energy and Specialized Markets" segment was classified as discontinued operations per the guidance in ASC 205-20. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented. On February 1, 2023, we completed the sale of our Energy business.

On April 8, 2022, we completed the sale of our Financial Services segment. This transaction did not qualify as discontinued operations.

As a result of these sale transactions, we have excluded the Energy and Specialized Markets and Financial Services segments from our management's discussion and analysis of the results of operations by segment.

Liquidity and Capital Resources

As of June 30, 2023 and December 31, 2022, we had cash and cash equivalents and available-for-sale securities of $311.2 million and $116.5 million, respectively. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of June 30, 2023 and December 31, 2022, a vast majority of our domestic cash and cash equivalents is with TD Bank, N.A., JPMorgan Chase N.A., and HSBC Bank USA, N.A. 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 Credit Facility, we expect that 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 (deferred revenues). 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.

We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. During the six months ended June 30, 2023 and 2022, we repurchased $2,500.0 million (inclusive of $500 million in treasury stock not yet settled) and $896.3 million, respectively, of our common stock. The repurchase of our common stock in the first quarter of 2023 was funded using the proceeds from the sale of the Energy business. For the six months ended June 30, 2023 and 2022, we also paid dividends of $98.7 million and $98.6 million, respectively.

Financing and Financing Capacity

We had total debt, excluding finance lease liabilities, unamortized discounts and premium, and debt issuance costs of $2,850.0 million and $3,740.0 million at June 30, 2023 and December 31, 2022, respectively, and we were in compliance with our financial and other covenants.

We have a $1,000.0 million Syndicated Revolving Credit Facility with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company. The Syndicated Revolving Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments and the Repurchase Program. As of June 30, 2023, we were in compliance with all financial and other debt covenants under the Credit Facility.

As of June 30, 2023 and December 31, 2022, the available capacity under the Syndicated Revolving Credit Facility was $995.5 million and $5.6 million, which takes into account outstanding letters of credit of $4.5 million and $4.4 million, respectively. We had $0 million and $990.0 million in loan borrowings outstanding under the Syndicated Revolving Credit Facility as of June 30, 2023 and December 31, 2022, respectively.

On April 5, 2023, we amended our committed senior unsecured Syndicated Revolving Credit Facility with Bank of America, N.A. The Amendment does not change the current borrowing capacity of $1,000.0 million, but does extend the maturity date to April 5, 2028. Borrowing under the Amendment is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon the public debt rating.

We also maintain a $125.0 million Bilateral Term Loan Facility and a $275.0 million Bilateral Revolving Credit Facility together the ("Bilateral Credit Facilities") with maturity dates of September 9, 2023 and October 2, 2023, respectively. The Bilateral Credit Facilities carry an interest rate of 135 basis points plus the one-month BSBY and may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments and the Repurchase Program. As of June 30, 2023, we had no outstanding borrowings under our Bilateral Credit Facilities.

Cash Flow

The following table summarizes our cash flow data:

(in millions)

(in millions)

Operating Activities

Net cash provided by operating activities was $192.9 million for the three months ended June 30, 2023 compared to $130.2 million for the three months ended June 30, 2022, an increase of $62.7 million or 48.2% The increase in operating cash flow was due to an increase in operating profit, and a decrease of $75.2 million in cash taxes paid. The decrease in tax payments was primarily related to the non-recurring gain on the disposition of 3E in the prior year, offset by an increase in taxable income in the second quarter of 2023. The operating cash flows for the prior year has not been adjusted to separately disclose the cash flows related to discontinued operations.

Net cash provided by operating activities was $558.2 million for the six months ended June 30, 2023 compared to $529.8 million for the six months ended June 30, 2022, an increase of $28.4 million or 5.4%. Our operating cash flow increased due to lower cash tax payments in the current year, partially offset by a reduction in operating cash flows due to the disposition of our Energy and Specialized Markets and Financial Services segments. The decrease in tax payments of $76.9 million was primarily related to the non-recurring gain on the disposition of 3E in the prior year, offset by an increase in taxable income in the second quarter of 2023.

Investing Activities

Net cash used in investing activities of $108.3 million for the three months ended June 30, 2023 was primarily related to acquisitions and a purchase of an additional controlling interest of $46.1 million, and capital expenditures of $58.2 million. Net cash provided by investing activities of $424.8 million for the three months ended June 30, 2022 was primarily related to the $498.3 million in proceeds from the sale of our Verisk Financial Services segment, partially offset by capital expenditures of $69.2 million.

Net cash provided by investing activities of $2,858.8 million for the six months ended June 30, 2023 was primarily related to proceeds from the sale of our Energy business of $3,066.4 million, partially offset by acquisitions and a purchase of an additional controlling interest of $83.3 million and capital expenditures of $119.4 million. Net cash provided by investing activities of $451.1 million for the six months ended June 30, 2022 was primarily related to the $1,073.3 million in proceeds from the sale of 3E and Verisk Financial Services segment; partially offset by acquisitions, including escrow funding associated with the acquisitions, of $451.2 million, capital expenditures of $129.2 million, and investments in nonpublic companies of $41.8 million.

Financing Activities

Net cash provided by financing activities of $3.2 million for the three months ended June 30, 2023 was primarily driven by proceeds from stock options exercised of $56.5 million, partially offset by dividends paid of $49.5 million. Net cash used in financing activities of $467.4 million for the three months ended June 30, 2022 was primarily driven by repurchases of common stock of $325.0 million, repayments of debt under our Credit Facility of $160.0 million, and dividend payments of $49.2 million, partially offset by proceeds from stock options exercised of $77.2 million.

Net cash used in financing activities of $3,401.8 million for the six months ended June 30, 2023 was primarily driven by the funding of a $2,500.0 million accelerated share repurchase program, repayments of debt under our revolving credit and bilateral credit facilities of $1,390.0 million, and dividend payments of $98.7 million, partially offset by the proceeds from the issuance of our 2033 Senior Notes of $495.2 million, and proceeds from stock options exercised of $114.9 million. Net cash used in financing activities of $761.0 million for the six months ended June 30, 2022 was primarily driven by repurchases of common stock of $896.3 million, net share settlements of taxes on restricted stock of $20.0 million, and dividend payments of $98.6 million, partially offset by proceeds under our term loan facility of $125.0 million, proceeds of stock options exercised of $93.0 million, and proceeds, net of repayments, of debt under our Credit Facility of $40.0 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, 2023.

Critical Accounting 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 U.S. 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 acquisition purchase price allocations, revenue recognition, goodwill and intangible assets, pension and other postretirement benefits, stock-based compensation, income taxes, and allowance for doubtful accounts. 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, 2023. Since the date of our annual report on Form 10-K, there have been no material changes to our critical accounting policies and estimates other than the items noted below.

Market risks at June 30, 2023 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, 2023.

Disclosure Controls and Procedures

We are required to 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 at the reasonable assurance level.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our 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, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2023, 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.

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, 2023, as supplemented by the information provided under the heading "Risk Factors" in our Form 10-Q for the quarter ended March 31, 2023.