Assurant 10-Q 2023-06-30

Filed 2023-08-03. 8 sections, 228K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

OR

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-31978

Assurant, Inc.

(Exact name of registrant as specified in its charter)

Delaware39-1126612
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)

260 Interstate North Circle SE

Atlanta, Georgia 30339

(770) 763-1000

(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 Par ValueAIZNew York Stock Exchange
5.25% Subordinated Notes due 2061AIZNNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the registrant’s common stock outstanding at July 28, 2023 was 53,022,687.

ASSURANT, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

TABLE OF CONTENTS

Item NumberPage Number
PART I FINANCIAL INFORMATION
1.Consolidated Financial Statements (unaudited) of Assurant, Inc.
Consolidated Balance Sheets (unaudited) as of June 30, 2023 and December 31, 20222
Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2023 and 20223
Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2023 and 20224
Consolidated Statements of Changes in Equity (unaudited) for the three and six months ended June 30, 2023 and 20225
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2023 and 20227
Notes to Consolidated Financial Statements (unaudited)9
2.Management’s Discussion and Analysis of Financial Condition and Results of Operations34
3.Quantitative and Qualitative Disclosures About Market Risk49
4.Controls and Procedures49
PART II OTHER INFORMATION
1.Legal Proceedings50
1A.Risk Factors50
2.Unregistered Sales of Equity Securities and Use of Proceeds50
5.Other Information50
6.Exhibits51
Signatures52

Assurant, Inc.

Consolidated Balance Sheets (unaudited)

June 30, 2023December 31, 2022
(in millions, except number of shares and per share amounts)
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized cost - $7,210.8 and $6,920.8 at June 30, 2023 and December 31, 2022, respectively)$6,617.8$6,283.7
Equity securities at fair value259.6281.3
Commercial mortgage loans on real estate, at amortized cost (net of allowances for credit losses of $3.1 and $1.8 at June 30, 2023 and December 31, 2022)302.7295.6
Short-term investments279.7155.5
Other

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except number of shares and per share amounts)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the annual audited consolidated financial statements for the year ended December 31, 2022 and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited consolidated financial statements for the three and six months ended June 30, 2023 and accompanying notes (the “Consolidated Financial Statements”) included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). The following discussion and analysis covers the three and six months ended June 30, 2023 (“Second Quarter 2023” and “Six Months 2023”) and the three and six months ended June 30, 2022 (“Second Quarter 2022” and “Six Months 2022”).

Some of the statements in this Report, including our business and financial plans and any statements regarding our anticipated future financial performance, business prospects, growth and operating strategies and similar matters, may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of words such as “outlook,” “objective,” “will,” “may,” “can,” “anticipates,” “expects,” “estimates,” “projects,” “intends,” “plans,” “believes,” “targets,” “forecasts,” “potential,” “approximately,” and the negative version of those words and other words and terms with a similar meaning. Any forward-looking statements contained in this Report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that our future plans, estimates or expectations will be achieved. Our actual results might differ materially from those projected in the forward-looking statements. We undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments. The following factors could cause our actual results to differ materially from those currently estimated by management:

(i)the loss of significant clients, distributors or other parties with whom we do business, or if we are unable to renew contracts with them on favorable terms, or if they disintermediate us, or if those parties face financial, reputational or regulatory issues;

(ii)significant competitive pressures, changes in customer preferences and disruption;

(iii)the failure to execute our strategy, including through the continuing service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce;

(iv)the failure to find suitable acquisitions at attractive prices, integrate acquired businesses or divest of non-strategic businesses effectively or identify new areas for organic growth;

(v)our inability to recover should we experience a business continuity event;

(vi)the failure to manage vendors and other third parties on whom we rely to conduct business and provide services to our clients;

(vii)risks related to our international operations;

(viii)declines in the value and availability of mobile devices, and export compliance or other risks in our mobile business;

(ix)our inability to develop and maintain distribution sources or attract and retain sales representatives and executives with key client relationships;

(x)risks associated with joint ventures, franchises and investments in which we share ownership and management with third parties;

(xi)the impact of catastrophe and non-catastrophe losses, including as a result of climate change and the current inflationary environment;

(xii)negative publicity relating to our business, industry or clients;

(xiii)the impact of general economic, financial market and political conditions and conditions in the markets in which we operate, including the current inflationary environment;

(xiv)the adequacy of reserves established for claims and our inability to accurately predict and price for claims and other costs;

(xv)a decline in financial strength ratings of our insurance subsidiaries or in our corporate senior debt ratings;

(xvi)fluctuations in exchange rates, including in the current environment;

(xvii)an impairment of goodwill or other intangible assets;

(xviii)the failure to maintain effective internal control over financial reporting;

(xix)unfavorable conditions in the capital and credit markets;

(xx)a decrease in the value of our investment portfolio, including due to market, credit and liquidity risks, and changes in interest rates;

(xxi)an impairment in the value of our deferred tax assets;

(xxii)the unavailability or inadequacy of reinsurance coverage and the credit risk of reinsurers, including those to whom we have sold business through reinsurance;

(xxiii)the credit risk of some of our agents, third-party administrators and clients;

(xxiv)the inability of our subsidiaries to pay sufficient dividends to the holding company and limitations on our ability to declare and pay dividends or repurchase shares;

(xxv)limitations in the analytical models we use to assist in our decision-making;

(xxvi)the failure to effectively maintain and modernize our information technology systems and infrastructure, or the failure to integrate those of acquired businesses;

(xxvii)breaches of our information technology systems or those of third parties with whom we do business, or the failure to protect the security of data in such systems, including due to cyberattacks and as a result of working remotely;

(xxviii)the costs of complying with, or the failure to comply with, extensive laws and regulations to which we are subject, including those related to privacy, data security, data protection or tax;

(xxix)the impact of litigation and regulatory actions;

(xxx)reductions or deferrals in the insurance premiums we charge;

(xxxi)changes in insurance, tax and other regulations, including the Inflation Reduction Act of 2022;

(xxxii)volatility in our common stock price and trading volume; and

(xxxiii)employee misconduct.

For additional information on factors that could affect our actual results, please refer to “Critical Factors Affecting Results” below and in Item 7 of our 2022 Annual Report, and “Item 1A—Risk Factors” below and in our 2022 Annual Report.

Reportable Segments

As of June 30, 2023, we had three reportable segments which are defined based on the manner in which the Company’s chief operating decision maker, our Chief Executive Officer (“CEO”), reviews the business to assess performance and allocate resources, and which align to the nature of the products and services offered:

  • Global Lifestyle: includes mobile device solutions, extended service products and related services for consumer electronics and appliances, and credit and other insurance products (referred to as “Connected Living”); and vehicle protection, leased and financed solutions and related services (referred to as “Global Automotive”);

  • Global Housing: includes lender-placed and voluntary homeowners insurance and manufactured housing insurance, and lender-placed flood insurance (referred to as “Homeowners”); and renters insurance and related and other products (referred to as “Renters and Other”); and

  • Corporate and Other: includes corporate employee-related expenses and activities of the holding company.

We define Adjusted EBITDA, our segment measure of profitability, as net income, excluding net realized gains (losses) on investments and fair value changes to equity securities, non-core operations (which consists of certain businesses which we have fully exited or expect to fully ex

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For the Company’s market risk disclosures, please refer to “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in our 2022 Annual Report and “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments” in this Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2023. Based on such evaluation, management, including our CEO and CFO, has concluded that as of June 30, 2023, our disclosure controls and procedures were effective and provide reasonable assurance that information we are required to disclose in our reports pursuant to Rule 13a-15(e) or 15d-15(e) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Our CEO and CFO also have concluded that as of June 30, 2023, information that we are required to disclose in our reports under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

For a description of any material pending legal proceedings in which we are involved, see “Commitments and Contingencies—Legal and Regulatory Matters” in Note 15 to the Consolidated Financial Statements included elsewhere in this Report, which is hereby incorporated by reference.

Item 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition, results of operations and cash flows, and you should carefully consider them. It is not possible to predict or identify all such factors. For a discussion of potential risks or uncertainties affecting us, please refer to the information under the heading “Item 1A—Risk Factors” in our 2022 Annual Report. Additional risks and uncertainties that are not yet identified or that we currently believe to be immaterial may also materially harm our business, financial condition, results of operations and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

(In millions, except number of shares and per share amounts)
Period in 2023Total Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Programs (1)Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (1)
April 1 - April 30—$——$274.5
May 1 - May 31———274.5
June 1 - June 30157,491127.05157,491254.5
Total157,491$127.05157,491$254.5

(1)Shares repurchased pursuant to the May 2021 publicly announced share repurchase authorization of up to $900.0 million aggregate cost at purchase of outstanding common stock. As of June 30, 2023, $254.5 million aggregate cost at purchase remained unused under the repurchase authorization.

Item 5. Other Information

Rule 10b5-1 and non-Rule 10b5-1 Trading Arrangements

None.

Item 6. Exhibits

The following exhibits either (a) are filed with this Report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings.

10.1Assurant, Inc. Amended and Restated Directors Compensation Plan, effective as of May 11, 2023.*
31.1Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1Certification of Chief Executive Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer of Assurant, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Management contract or compensatory plan.

SIGNATURES

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.

ASSURANT, INC.
By:/s/ KEITH W. DEMMINGS
Name:Keith W. Demmings
Title:President, Chief Executive Officer and Director (Principal Executive Officer)
By:/s/ RICHARD S. DZIADZIO
Name:Richard S. Dziadzio
Title:Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: August 3, 2023