XML 82 R18.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Shareholders' Equity
 12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Shareholders' Equity SHAREHOLDERS’ EQUITY
Common Stock Issuance
Kemper is authorized to issue 20 million shares of $0.10 par value preferred stock and 100 million shares of $0.10 par value common stock. No preferred shares were issued or outstanding at December 31, 2019 and 2018. There were 66,665,888 shares and 64,756,833 shares of common stock outstanding at December 31, 2019 and 2018, respectively.
On June 7, 2019, the Company completed a public offering of its common stock and issued 1,552,500 shares of common stock, at $83.00 per share. Gross proceeds from the offering were $128.9 million. Transaction costs, including the underwriting discount, were $1.7 million, of which $0.1 million was accrued for and included in Accrued Expenses and Other Liabilities on the Company’s Consolidated Balance Sheet at December 31, 2019. In July 2019, the Company used the net proceeds of $127.2 million from the offering, together with a portion of the proceeds from the 2023 Term Loan (see Note 8, “Debt”) to redeem all $150.0 million in aggregate outstanding principal of its 7.375% Subordinated Debentures due 2054.
In conjunction with the closing of the Infinity acquisition, Kemper issued 13,184,107 shares of common stock on July 2, 2018, at $74.53 per share. See Note 3, “Acquisition of Business,” to the Consolidated Financial Statements for additional information.
Kemper did not repurchase any of its common stock in open market transactions in 2019, 2018 or 2017.
Employee Stock Purchase Plan
During the second quarter of 2019, the Company’s stockholders approved the adoption of the Kemper Employee Stock Purchase Plan (“ESPP”) and the reservation of 1,300,000 shares for issuance under the ESPP. The purpose of the ESPP is to provide eligible employees of the Company and its subsidiaries with the opportunity to purchase shares of common stock at a discounted price through payroll deductions with the goal of enhancing employees’ sense of participation in the Company and further align employee interests with those of the Company’s shareholders.
Under the ESPP, eligible employees may purchase shares of Company common stock through payroll deductions of between 1% and 10% of after-tax compensation each pay period, with a maximum participation of $25,000 annually. The shares are purchased at the end of each three-month offering period at a 15% discount from the closing market price as reported on the New York Stock Exchange on the last trading day of the offering period. The Company issued 24,080 shares under the plan in 2019 at an average discounted price of $66.08 per share. Compensation costs charged against income were $0.3 million for the year ended December 31, 2019.
Dividends
Various state insurance laws restrict the amount that an insurance subsidiary may pay in the form of dividends, loans or advances without the prior approval of regulatory authorities. Also, that portion of an insurance subsidiary’s net equity which results from differences between statutory insurance accounting practices and GAAP would not be available for cash dividends, loans or advances. Kemper’s insurance subsidiaries paid dividends of $239.0 million to Kemper in 2019. In 2020, Kemper’s
NOTE 10. SHAREHOLDERS’ EQUITY (Continued)
insurance subsidiaries would be able to pay $435.4 million in dividends to Kemper without prior regulatory approval. Kemper’s insurance subsidiaries had net assets of $3.9 billion, determined in accordance with GAAP, that were restricted from payment to Kemper without prior regulatory approval at December 31, 2019.
Kemper’s insurance subsidiaries are required to file financial statements prepared on the basis of statutory insurance accounting practices, a comprehensive basis of accounting other than GAAP. Statutory capital and surplus for the Company’s life and health insurance subsidiaries was $408.0 million and $454.7 million at December 31, 2019 and 2018, respectively. Statutory net income for the Company’s life and health insurance subsidiaries was $90.4 million, $143.9 million and $84.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. Statutory capital and surplus for the Company’s property and casualty insurance subsidiaries was $1.6 billion and $1.4 billion at December 31, 2019 and 2018, respectively. Statutory net income for the Company’s property and casualty insurance subsidiaries was $347.6 million, $236.4 million and $56.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. Statutory capital and surplus and statutory net income exclude parent company operations.
Kemper’s insurance subsidiaries are also required to hold minimum levels of statutory capital and surplus to satisfy regulatory requirements. The minimum statutory capital and surplus, or company action level risk-based capital (“RBC”), necessary to satisfy regulatory requirements for the Company’s life and health insurance subsidiaries collectively was $122.0 million at December 31, 2019. The minimum statutory capital and surplus necessary to satisfy regulatory requirements for the Company’s property and casualty insurance subsidiaries collectively was $641.9 million at December 31, 2019. Company action level RBC is the level at which a company is required to file a corrective action plan with its regulators and is equal to 200% of the authorized control level RBC.
In 2019, Kemper paid dividends of $67.8 million to its shareholders. Except for certain financial covenants under Kemper’s credit agreement or during any period in which Kemper elects to defer interest payments, there are no restrictions on Kemper’s ability to pay dividends to its shareholders. Certain financial covenants, namely minimum net worth and a maximum debt to total capitalization ratio, under Kemper’s credit agreement could limit the amount of dividends that Kemper may pay to shareholders at December 31, 2019. Kemper had the ability to pay without restrictions $1.3 billion in dividends to its shareholders and still be in compliance with all financial covenants under its credit agreement at December 31, 2019.