Assurant 10-Q 2024-09-30
Filed 2024-11-07. 8 sections, 219K 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 September 30, 2024
OR
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-31978
Assurant, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 39-1126612 | |||||||||||||
| (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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, $0.01 Par Value | AIZ | New York Stock Exchange | ||||||
| 5.25% Subordinated Notes due 2061 | AIZN | New 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 November 1, 2024 was 51,287,376.
ASSURANT, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
| Item Number | Page Number | |||||||
| PART I FINANCIAL INFORMATION | ||||||||
| 1. | Consolidated Financial Statements (unaudited) of Assurant, Inc. | |||||||
| Consolidated Balance Sheets (unaudited) as of September 30, 2024 and December 31, 2023 | 2 | |||||||
| Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2024 and 2023 | 3 | |||||||
| Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2024 and 2023 | 4 | |||||||
| Consolidated Statements of Changes in Equity (unaudited) for the three and nine months ended September 30, 2024 and 2023 | 5 | |||||||
| Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023 | 7 | |||||||
| Notes to Consolidated Financial Statements (unaudited) | 9 | |||||||
| 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 | ||||||
| 3. | Quantitative and Qualitative Disclosures About Market Risk | 47 | ||||||
| 4. | Controls and Procedures | 47 | ||||||
| PART II OTHER INFORMATION | ||||||||
| 1. | Legal Proceedings | 49 | ||||||
| 1A. | Risk Factors | 49 | ||||||
| 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49 | ||||||
| 5. | Other Information | 49 | ||||||
| 6. | Exhibits | 50 | ||||||
| Signatures | 51 |
Assurant, Inc.
Consolidated Balance Sheets (unaudited)
| September 30, 2024 | December 31, 2023 | ||||||||||
| (in millions, except number of shares and per share amounts) | |||||||||||
| Assets | |||||||||||
| Investments: | |||||||||||
| Fixed maturity securities available for sale, at fair value (amortized cost - $7,766.4 and $7,292.4 at September 30, 2024 and December 31, 2023, respectively) | $ | 7,596.1 | $ | 6,912.1 | |||||||
| Equity securities at fair value | 219.4 | 223.0 | |||||||||
| Commercial mortgage loans on real estate, at amortized cost (net of allowances for credit losses of $6.4 and $4.0 at September 30, 2024 and December 31, 2023, respectively) | 329.0 | 328.7 | |||||||||
| Short- |
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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, 2023 and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited consolidated financial statements for the three and nine months ended September 30, 2024 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 nine months ended September 30, 2024 (“Third Quarter 2024” and “Nine Months 2024”) and the three and nine months ended September 30, 2023 (“Third Quarter 2023” and “Nine Months 2023”).
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 achieve 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 regulatory 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 the current inflationary environment and climate change;
(xii)negative publicity relating to our business, industry or clients;
(xiii)the impact of general economic, financial market and political conditions (including the Israel-Hamas war) 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 technology systems and infrastructure, or the failure to integrate those of acquired businesses;
(xxvii)breaches of our 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 and 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 2023 Annual Report, and “Item 1A—Risk Factors” below and in our 2023 Annual Report.
Segment Information
As of September 30, 2024, we had two reportable operating 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 (including extended service contracts, insurance policies and related services), extended service contracts and related services for consumer electronics and appliances, and credit and other insurance products (referred to as “Connected Living”); and vehicle protection services, commercial equipment services and other related services (referred to as “Global Automotive”); and
-
Global Housing: includes lender-placed homeowners, manufactured housing and flood insurance, as well as voluntary manufactured housing, condominium and homeowners insurance (referred to as “Homeowners”); and renters insurance and other products (referred to as “Renters and Other”).
In addition, we report the Corporate and Other segment, which 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
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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 2023 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 September 30, 2024. Based on such evaluation, management, including our CEO and CFO, has concluded that as of September 30, 2024, 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 September 30, 2024, 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 September 30, 2024 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 14 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 2023 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 2024 | Total Number of Shares Purchased | Average Price Paid Per Share | Total 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) | |||||||||||||||||||
| July 1 - July 31 | 117,379 | $ | 169.01 | 117,379 | $ | 574.7 | |||||||||||||||||
| August 1 - August 31 | 139,069 | 192.16 | 139,069 | 547.9 | |||||||||||||||||||
| September 1 - September 30 | 273,880 | 195.09 | 273,880 | 494.5 | |||||||||||||||||||
| Total | 530,328 | $ | 188.55 | 530,328 | $ | 494.5 |
(1)Shares repurchased pursuant to the November 2023 publicly announced share repurchase authorization of up to $600.0 million aggregate cost at purchase of outstanding common stock. As of September 30, 2024, $494.5 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.
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. | |||||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. | |||||||
| 32.1 | Certification of Principal 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. | |||||||
| 32.2 | Certification of Principal 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. | |||||||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, 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. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/ KEITH R. MEIER | |||||||
| Name: | Keith R. Meier | |||||||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Date: November 7, 2024