PRIMERICA, INC. – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to inform the reader about matters affecting the financial condition and results of operations ofPrimerica, Inc. (the "Parent Company") and its subsidiaries (collectively, "we", "us" or the "Company") for the three-year period endedDecember 31, 2022 . As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in "Item 1A. Risk Factors". Actual results may differ materially from those contained in any forward-looking statements. This section generally discusses 2022 and 2021 items and comparisons between 2022 and 2021 financial results. Discussions of 2020 items and comparisons between 2021 and 2020 financial results can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 (the "2021 MD&A").
This MD&A is divided into the following sections:
•
Business Trends and Conditions • Factors Affecting Our Results • Critical Accounting Estimates • Results of Operations • Financial Condition • Liquidity and Capital Resources
Business Trends and Conditions
The relative strength and stability of financial markets and economies inthe United States andCanada affect our growth and profitability. Our business is, and we expect will continue to be, influenced by a number of industry-wide and product-specific trends and conditions. Economic conditions, including unemployment levels and consumer confidence, influence investment and spending decisions by middle-income consumers, who are generally our primary clients. These conditions and factors also impact prospective recruits' perceptions of the business opportunity that becoming an independent sales representative offers, which can drive or dampen recruiting. Consumer spending and borrowing levels affect how consumers evaluate their savings and debt management plans. In addition, interest rates and equity market returns impact consumer demand for the savings and investment products we distribute. Our customers' perception of the strength of the capital markets may also influence their decisions to invest in the investment and savings products we distribute. The financial and distribution results of our operations inCanada , as reported inU.S. dollars, are affected by changes in the currency exchange rate. As a result, changes in the Canadian dollar exchange rate may significantly affect the result of our business for all amounts translated and reported inU.S. dollars. The COVID-19 pandemic ("COVID-19") continued to impact our business in 2022, but to a much lesser extent than in 2021, as discussed in more detail later in this section, the Results of Operations section, and the Financial Condition section. SinceMarch 2022 , we have experienced fewer COVID-19 related claims than in prior periods. In addition, throughout the second half of 2021 and the entirety of 2022, policy sales and persistency have trended toward pre-COVID-19 levels. Significant volatility in capital markets during 2022 has also impacted our business. This volatility led to declines in the capital markets which adversely impacted revenue generated by the Investments and Savings Products segment. The sharp rise in market interest rates during 2022 resulted in unrealized losses in our investment portfolio. We have not recognized losses caused by interest rate volatility in the income statement as we have the ability to hold these investments until maturity or a market price recovery, and we have no present intention to dispose of them.
During 2022, inflation reached levels not seen since the 1980s, which led to an
increased cost of living for middle-income families. If elevated inflation
continues it could impact demand for our products.
The effects of these trends and conditions are discussed below, in the Results
of Operations section and in the Financial Condition section.
Size of the Independent Sales Force. Our ability to increase the size of the independent sales force ("independent sales representatives" or "independent sales force") is largely based on the success of the sales force's recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to independent sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the independent sales force. Recruiting changes do not always result in commensurate changes in the size of the licensed independent sales force because new recruits may obtain the requisite licenses at rates above or below historical levels.
Details on new recruits activity and life-licensed independent sales
representative activity were as follows:
48 --------------------------------------------------------------------------------
Year ended December 31, 2022 2021 2020 New recruits 359,735 349,374 400,345 New life-licensed independent sales representatives 45,147 39,622
48,106
Life-licensed independent sales representatives, at period end 135,208 129,515
134,907
The number of new recruits increased in 2022 compared to 2021 primarily due to strong recruiting efforts and the offering of special recruiting incentives following our biennial convention held inJune 2022 . Approximately 83,000 individuals were recruited while the special incentives were in place. Various recruiting incentives in both 2022 and 2021 also positively impacted recruiting results during each year. New life-licensed independent sales representatives increased in 2022 compared to 2021 primarily due to the elevated recruiting volume discussed above combined with licensing process improvements throughout 2022. These improvements included new licensing progress-tracking tools and additional in-person licensing classes. The number of life-licensed independent sales representatives grew to 135,208 as ofDecember 31, 2022 and reflects recent improvements to the licensing process and the elevated recruiting volume discussed above. Term Life Insurance Product Sales and Face Amount In Force. The average number of life-licensed independent sales representatives and the number of term life insurance policies issued, as well as the average monthly rate of new policies issued per life-licensed independent sales representative (historically between 0.18 and 0.22), were as follows: Year ended December
31,
2022 2021
2020
Average number of life-licensed independent sales representatives 132,077 131,315
133,302
Number of new policies issued 291,918 323,855
352,868
Average monthly rate of new policies issued per life-licensed independent sales representative 0.18 0.21
0.22
New policies issued during 2022 decreased compared to 2021 due to elevated demand during 2021 from COVID-19. As deaths associated with the COVID-19 pandemic subsided during 2022, the demand for life insurance products moderated. In addition, the impact from higher costs of living on middle-income families may have contributed to softer demand for life insurance products during the second half of 2022. Productivity in 2022, measured by the average monthly rate of new policies issued per life-licensed independent sales representative, remained within our historical range, although lower than 2021 primarily due to the elevated demand for protection products in 2021 as described above.
The changes in the face amount of our in-force book of term life insurance
policies were as follows:
Year ended December 31, % of beginning % of beginning % of beginning 2022 balance 2021 balance 2020 balance (Dollars in millions) Face amount in-force, beginning of period$ 903,404 $ 858,818 $ 808,262 Net change in face amount: Issued face amount 103,822 11 % 108,521 13 % 109,436 14 % Terminations (82,894 ) (9 )% (64,798 ) (8 )% (60,848 ) (8 )% Foreign currency (7,524 ) * 862 * 1,968 * Net change in face amount 13,404 1 % 44,585 5 % 50,556 6 % Face amount in-force, end of period$ 916,808 $ 903,403 $ 858,818 * Less than 1%. The face amount of term life policies in-force increased from 2021 to 2022 as the level of face amount issued continued to exceed the face amount terminated. The increase was partially offset by movement in the foreign exchange rate as theU.S. dollar strengthened in relation to the Canadian dollar, which negatively impacted the translated face amount in force as ofDecember 31, 2022 . Issued face amount during 2022 decreased versus 2021 due to a decrease in the number of new policies issued partially offset by higher average issued face amounts. Policy terminations were higher during 2022 as persistency normalized towards pre-pandemic levels. Our average issued face amount per policy increased to approximately$260,100 in 2022 compared to$251,500 in 2021 and$240,600 in 2020. The average issued face amount was higher in 2022 compared with 2021, as the product mix in 2021 favored our rapidly issued term life product that provides for lower maximum face amounts.
Investment and Savings Product Sales, Asset Values and Accounts/Positions.
Investment and savings products sales and average client asset values were as
follows:
49 -------------------------------------------------------------------------------- Year ended December 31, 2022 vs. 2021 change 2021 vs. 2020 change 2022 2021 2020 $ % $ % (Dollars in millions) Product sales: U.S. retail mutual funds$ 4,266 $ 5,146 $ 3,499 $ (880 ) (17 )%$ 1,647 47 %Canada retail mutual funds - with upfront sales commissions 912 1,439$ 892 $ (527 ) (37 )% $ 547 61 % Annuities and other 2,629 3,076 2,210 (447 ) (15 )% 866 39 % Total sales-based revenue generating product sales 7,807 9,661 6,601 (1,854 ) (19 )% 3,060 46 % Managed investments 1,513 1,506 900 7 * 606 67 %Canada retail mutual funds - no upfront sales commissions 494 318 146 176 55 % 172 118 % Segregated funds 195 219 196 (24 ) (11 )% 23 12 % Total product sales$ 10,009 $ 11,704 $ 7,843 $ (1,695 ) (14 )%$ 3,861 49 % Average client asset values: Retail mutual funds$ 53,822 $ 55,997 $ 42,570 $ (2,175 ) (4 )%$ 13,427 32 % Annuities and other 23,947 25,211 20,524 (1,264 ) (5 )% 4,687 23 % Managed investments 6,951 6,086 4,201 865 14 % 1,885 45 % Segregated funds 2,474 2,698 2,413 (224 ) (8 )% 285 12 % Total average client asset values$ 87,194 $ 89,992 $ 69,708 $ (2,798 ) (3 )%$ 20,284 29 % * Less than 1%.
The rollforward of asset values in client accounts was as follows:
Year ended
2022 % of beginning balance 2021 % of beginning balance 2020 % of beginning balance (Dollars in millions) Asset values, beginning of period$ 97,312 $ 81,533 $ 70,537 Net change in asset values: Inflows 10,009 10 % 11,703 14 % 7,843 11 % Redemptions (6,587 ) (7 )% (7,161 ) (9 )% (5,538 ) (8 )% Net flows 3,422 4 % 4,542 6 % 2,305 3 % Change in fair value, net (15,855 ) (16 )% 11,146 14 % 8,521 12 % Foreign currency, net (930 ) * 91 * 170 * Net change in asset values (13,363 ) (14 )% 15,779 19 % 10,996 16 % Asset values, end of period$ 83,949 $ 97,312 $ 81,533 * Less than 1%.
Average number of fee-generating positions was as follows:
Year ended December 31, 2022 vs. 2021 change 2021 vs. 2020 change 2022 2021 2020 Positions % Positions % (Positions in thousands) Average number of fee-generating positions (1): Recordkeeping and custodial 2,281 2,171 2,060 110 5 % 111 5 % Recordkeeping only 814 749 678 65 9 % 71 10 % Total average number of fee- generating positions 3,095 2,920 2,738 175 6 % 182 7 % (1)
We receive transfer agent recordkeeping fees by mutual fund positions. An
individual client account may include multiple mutual fund positions. We may
also receive fees, which are earned on a per account basis, for custodial
services that we provide to clients with retirement plan accounts that hold
positions in these mutual funds.
Product sales. The decrease in investment and savings product sales in 2022 from 2021 was led by lower sales of retail mutual funds and variable annuities as investor demand during 2022 deteriorated in response to negative market conditions.
Average client asset values. Average client asset values decreased in 2022
compared to 2021 primarily due to negative equity market conditions during 2022.
Net flows remained positive for 2022, albeit to a lesser extent than in 2021.
Rollforward of client asset values. Ending client asset values decreased in 2022 from 2021 primarily due to negative market performance in 2022. Also contributing to the decrease was movement in the foreign exchange rate as theU.S. dollar strengthened in relation to the Canadian dollar, which negatively impacted client asset values as ofDecember 31, 2022 . Net flows remained positive for 2022, albeit to a lesser extent than in 2021. 50 -------------------------------------------------------------------------------- Average number of fee-generating positions. The average number of fee-generating positions increased in 2022 from 2021 primarily due to the cumulative effect of retail mutual fund sales in recent periods that led to an increase in the number of retail mutual fund positions serviced on our transfer agent recordkeeping platform.
Senior Health Key Performance Indicators.
Submitted Policies and Approved Policies
Submitted policies. Submitted policies represent the number of completed applications that, with respect to each application, the applicant has authorized us to submit to the health insurance carrier. The applicant may need to take additional action, including providing subsequent information, before the application is reviewed by the health insurance carrier. Approved policies. Approved policies represent an estimate of submitted policies approved by the health insurance carriers for the identified product during the indicated period. Not all approved policies will go in force. In general, the relationship between submitted policies and approved policies has been seasonally consistent. Therefore, factors impacting the number of submitted policies generally impact the number of approved policies. The number ofSenior Health submitted policies and approved policies were as follows: Year endedDecember 31, 2022 2021(1)
Number of
Number of
(1) From the acquisition date of
The Senior Health segment experiences notable seasonality with the strongest demand occurring in the fourth quarter due to the Medicare Annual Election Period ("AEP") fromOctober 15th to December 7th . We also experience seasonally higher demand in the first quarter due to the Medicare Open Enrollment Period fromJanuary 1st to March 31st , which allows individuals to switch Medicare Advantage plans. Meanwhile, the second and third quarters experience seasonally lower demand as the focus for submitted policies is limited to participants that are dual eligible (Medicare and Medicaid), qualify for a special enrollment period, recently aged into Medicare or are enrolling off of an employer-sponsored plan, and other less common situations. The number of submitted and approved policies in 2022 compared to 2021 is primarily impacted by the timing of the acquisition of e-TeleQuote onJuly 1, 2021 . A full year of submitted and approved policies are included in 2022 compared to only six months for 2021. The number of submitted and approved policies in 2022 also reflects the Company's efforts to scale back growth and limit the number of agents in favor of developing more efficient lead procurement. Approved policies as a percentage of submitted policies increased during 2022 due in part to our strategic decision to limit our agent count to the most productive agents.
Senior Health Policies Sourced by Primerica Independent Sales Representatives
Primerica independent sales representatives are eligible to refer Medicare participants to e-TeleQuote licensed agents for potential enrollment in policies distributed by e-TeleQuote after completion of a brief certification course offered by Primerica. AtDecember 31, 2022 , there were 93,348 Primerica independent sales representatives certified to refer participants for enrollment inSenior Health policies compared to 26,441 atDecember 31, 2021 .
The number of submitted policies by e-TeleQuote sourced from Primerica
independent sales representatives measures the number of
submitted by e-TeleQuote to its third-party health insurance carriers that
originated through the Primerica independent sales force.
Year ended December
31,
2022
2021(1)
Submitted policies sourced by Primerica independent sales representatives 8,501 4,494
(1) From the acquisition date of
The number of submitted policies sourced by Primerica independent sales
representatives during 2022 increased compared to 2021 primarily due to the
timing of our acquisition of e-TeleQuote on
submitted policies sourced by Primerica independent sales representatives are
included during 2022 compared to only six months for 2021.
Lifetime Value of Commissions and Contract Acquisition Costs
Lifetime value of commissions ("LTV"). LTV represents the cumulative total of commissions and administrative fees estimated to be collected over the expected life of a policy for policies approved during the period. For more information on LTV, refer to Note 18 (Revenue from Contracts with Customers) of our consolidated financial statements included elsewhere in this report and the Factors Affecting our Results - Senior Health Segment section. 51 -------------------------------------------------------------------------------- Contract acquisition costs ("CAC"). CAC represents the total direct costs incurred to acquire approved policies. CAC are primarily comprised of the costs associated with acquiring leads, including fees paid toPrimerica Senior Health certified independent sales representatives, as well as compensation, licensing, and training costs associated with our team of e-TeleQuote licensed health insurance agents. The number of e-TeleQuote licensed health insurance agents, agent tenure, attrition rate and productivity all impact CAC. Other than costs incurred to assist beneficiaries who are switching plans with the same carrier, we incur the entire cost of approved policies prior to enrollment and prior to receiving our first commission-related payment.
Per policy metrics for LTV and CAC measure our ability to profitably distribute
The LTV per approved policy, CAC per approved policy, and ratio of LTV to CAC
per approved policy were as follows:
Year endedDecember 31, 2022 2021(1)
LTV per policy approved during the period
CAC per policy approved during the period
LTV/CAC per approved policy
0.97 1.10
(1) From the acquisition date of
LTV per approved policy reflects current estimates for renewal rates, policy retention and chargeback activity taking into consideration the most recent experience throughDecember 31, 2022 . The Company saw lower renewal retention rates during 2022 compared to historical experience due to an increased number of consumers who changed plans and increased plan offerings by carriers. This dynamic led to the lower LTV estimated per approved policy in 2022 compared to 2021. The LTV per approved policy estimated in 2021 was higher than what we subsequently expect to realize due to the impact of the lower renewal activity experienced in 2022. The reduction in CAC per approved policy in 2022 reflects a number of other factors including revised lead acquisition strategies, improved lead routing, and enhancements in agent training. This led to a decrease in CAC per approved policy in 2022 compared to 2021.
Regulatory Changes.
Worker classification standards. There has been a trend toward administrative and legislative activity around worker classification. For example, inJanuary 2021 , theDepartment of Labor ("DOL") under the prior presidential administration issued a rulemaking interpreting the "economic realities" worker classification standard applicable to the Fair Labor Standards Act ("FLSA"). InOctober 2022 , the DOL under the current presidential administration proposed a new rule that would rescind the 2021 rule and replace it with its own interpretation of the "economic realities" standard under the FLSA. Other federal and state legislative and regulatory proposals regarding worker classification have also come under consideration. It is difficult to predict what the outcome of worker classification activity may be. Changes to worker classification laws could impact our business as sales representatives (other than those hired by e-TeleQuote) are independent contractors. Restrictions on compensation models inCanada . The organization of provincial and territorial securities commissions throughoutCanada (collectively referred to as the "Canadian Securities Administrators" or "CSA") published final rule amendments to prohibit upfront sales commissions by fund companies for the sale of mutual funds offered under a prospectus inCanada ("DSC Ban"). The final amendments became effective onJune 1, 2022 . These rules resulted in changes in compensation arrangements with both the fund companies that offer the mutual fund products we distribute and the independent sales representatives. In particular, we entered into agreements with two third-party mutual fund companies to develop and offer a broad range of funds that are sold exclusively by our independent sales representatives. These agreements provide for the payment to us of asset-based revenue by the mutual fund companies. We also earn revenue through an asset-based fee charged to clients. As part of our new model (the "Principal Distributor model") we are funding an advance of compensation at the time of sale to our independent sales representatives, taken at their option, to partially replace upfront sales commission cash flow from fund companies paid under the deferred sales charge compensation model. We expect that these changes to our mutual fund model will have the impact of initially decreasing our pre-tax operating income in the short term due to the elimination of upfront commissions. Over the long term, we expect pre-tax operating income to recover through the collection of asset-based commissions over time. We began offering our new Principal Distributor model onJuly 6, 2022 . Although we received the requisite approval, the CSA has indicated that it intends to closely examine the model, including potentially through a public consultation on sales practices, and may require undertakings or consider future amendments that would require modifications to the model, including with respect to its advance and chargeback features. At this time we cannot quantify the financial impact, if any, of future changes to our business that may be necessary in order to comply if our Principal Distributor model is required to be modified or discontinued. During the year endedDecember 31, 2022 , Canadian mutual funds represented approximately 14% of our total investment and savings product sales and approximately 13% of our average client asset values. In an announcement onFebruary 10, 2022 , and in line with the DSC Ban for the sale of mutual funds, the organization of provincial and territorial insurance regulators inCanada (collectively referred to as the "Canadian Council of Insurance Regulators " or "CCIR") urged insurers to refrain from new deferred sales charges in segregated fund contracts beginningJune 1, 2022 , and to expect a transition to a cessation of such deferred sales charges byJune 1, 2023 . In addition, onSeptember 8, 2022 , the CCIR issued a 52 -------------------------------------------------------------------------------- discussion paper for consultation to consider other changes to upfront compensation, including advance compensation and chargeback features such as those used in our Principal Distributor model. The consultation period on the discussion paper is now closed and the CCIR is now considering the comments that were submitted, including ours, to determine whether they will require changes to segregated funds compensation practices. We expect that changes, if any, to segregated funds compensation practices, will also be adopted by securities regulators, which may impact our Principal Distributor model. Currently, our Canadian segregated fund products are primarily sold on a deferred sales charge basis and we pay upfront commissions to the independent agents for the sale of these products. At this time, without further clarity from regulators on allowable segregated fund compensation practices, we expect a decline in segregated fund product sales beginning inJune 2023 . We earn revenue from Canadian segregated fund products based on a percentage of client assets under management. During the year endedDecember 31, 2022 , Canadian segregated funds represented approximately 2% of our total investment and savings product sales and approximately 3% of our average client asset values.
Factors Affecting Our Results
Refer to the Business Trends and Conditions section for discussion of the
potential impact on our business from the COVID-19 pandemic.
Term Life Insurance Segment.
primarily driven by sales volumes, how closely actual experience matches our
pricing assumptions, terms and use of reinsurance, and expenses.
Sales and policies in-force. Sales of term policies and the size and characteristics of our in-force book of policies are vital to our results over the long term. Premium revenue is recognized as it is earned over the term of the policy, and eligible acquisition expenses are deferred and amortized ratably with the level premiums of the underlying policies. However, because we incur significant cash outflows at or about the time policies are issued, including the payment of sales commissions and underwriting costs, changes in life insurance sales volume in a period will have a more immediate impact on our cash flows than on revenue and expense recognition in that period. Historically, we have found that while sales volume of term life insurance products between fiscal periods may vary based on a variety of factors, the productivity of sales representatives generally remains within a range (i.e., an average monthly rate of new policies issued per life-licensed independent sales representative between 0.18 and 0.22). The volume of term life insurance products sales will fluctuate in the short term, but over the longer term, our sales volume generally correlates to the size of the independent sales force. Pricing assumptions. Our pricing methodology is intended to provide us with appropriate profit margins for the risks we assume. We determine pricing classifications based on the coverage sought, such as the size and term of the policy, and certain policyholder attributes, such as age and health. In addition, we generally utilize unisex rates for term life insurance policies. The pricing assumptions that underlie our rates are based upon our best estimates of mortality, persistency, disability, and interest rates at the time of issuance, sales force commission rates, issue and underwriting expenses, operating expenses and the characteristics of the insureds, including the distribution of sex, age, underwriting class, product and amount of coverage. Our results will be affected to the extent there is a variance between our pricing assumptions and actual experience.
•
Persistency. Persistency is a measure of how long our insurance policies stay in-force. As a general matter, persistency that is lower than our pricing assumptions adversely affects our results over the long term because we lose the recurring revenue stream associated with the policies that lapse. Determining the near-term effects of changes in persistency is more complicated. When actual persistency is lower than our pricing assumptions, we must accelerate the amortization of deferred policy acquisition costs ("DAC"). The resultant increase in amortization expense is offset by a corresponding release of reserves associated with lapsed policies, which causes a reduction in benefits and claims expense. The future policy benefit reserves associated with any given policy will change over the term of such policy. As a general matter, future policy benefit reserves are lowest at the inception of a policy term and rise steadily to a peak before declining to zero at the expiration of the policy term. Accordingly, depending on when the lapse occurs in relation to the overall policy term, the reduction in benefits and claims expense may be greater or less than the increase in amortization expense, and, consequently, the effects on earnings for a given period could be positive or negative. Persistency levels will impact results to the extent actual experience deviates from the persistency assumptions that are locked-in at time of issue. • Mortality. Our profitability will fluctuate to the extent actual mortality rates differ from the assumptions that are locked-in at time of issue. We mitigate a significant portion of our mortality exposure through reinsurance. • Disability. Our profitability will fluctuate to the extent actual disability rates, including recovery rates for individuals currently disabled, differ from the assumptions that are locked-in at the time of issue or time of disability. • Interest Rates. We use an assumption for future interest rates that initially reflects the portfolio's current reinvestment rate gradually increasing over seven years to a level consistent with our expectation of future yield growth. Both DAC and the future policy benefit reserve liability increase with the assumed interest rate. Since DAC is higher than the future policy benefit reserve liability in the early years of a policy, a lower assumed interest rate generally will result in lower profits. In the later years, when the future policy benefit reserve liability is higher than DAC, a lower assumed interest rate generally will result in higher profits. These assumed interest rates, which like other pricing assumptions are locked-in at issue, impact the timing but not the aggregate amount of DAC and future policy benefit reserve changes. We allocate net investment income generated by the investment portfolio to theTerm Life Insurance segment in an amount equal to the assumed net interest accreted to the segment'sU.S. generally accepted accounting principles ("U.S. GAAP")-measured 53 -------------------------------------------------------------------------------- future policy benefit reserve liability less DAC. All remaining net investment income, and therefore the impact of actual interest rates, is attributed to the Corporate and Other Distributed Products segment. Reinsurance. We use reinsurance extensively, which has a significant effect on our results of operations. We have generally reinsured between 80% and 90% of the mortality risk on term life insurance (excluding coverage under certain riders) on a quota share yearly renewable term ("YRT") basis. To the extent actual mortality experience is more or less favorable than the contractual rate, the reinsurer will earn incremental profits or bear the incremental cost, as applicable. In contrast to coinsurance, which is intended to eliminate all risks (other than counterparty risk of the reinsurer) and rewards associated with a specified percentage of the block of policies subject to the reinsurance arrangement, the YRT reinsurance arrangements we enter into are intended only to reduce volatility associated with variances between estimated and actual mortality rates. In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the "IPO coinsurance transactions") with entities then affiliated with Citigroup, Inc. (collectively, the "IPO coinsurers") and ceded between 80% and 90% of the risks and rewards of term life insurance policies that were in-force at year-end 2009. We administer all such policies subject to these coinsurance agreements. Policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions.
The effect of our reinsurance arrangements on ceded premiums and benefits and
expenses on our statements of income follows:
•
Ceded premiums. Ceded premiums are the premiums we pay to reinsurers. These amounts are deducted from the direct premiums we earn to calculate our net premium revenues. Similar to direct premium revenues, ceded coinsurance premiums remain level over the initial term of the insurance policy. Ceded YRT premiums increase over the period that the policy has been in-force. Accordingly, ceded YRT premiums generally constitute an increasing percentage of direct premiums over the policy term. • Benefits and claims. Benefits and claims include incurred claim amounts and changes in future policy benefit reserves. Reinsurance reduces incurred claims in direct proportion to the percentage ceded. Coinsurance also reduces the change in future policy benefit reserves in direct proportion to the percentage ceded, while YRT reinsurance does not significantly impact the change in these reserves. • Amortization of DAC. DAC, and therefore amortization of DAC, is reduced on a pro-rata basis for the coinsured business, including the business reinsured with the IPO coinsurers. There is no impact on amortization of DAC associated with our YRT contracts. • Insurance expenses. Insurance expenses are reduced by the allowances received from coinsurance. There is no impact on insurance expenses associated with our YRT contracts. We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We presently intend to continue ceding approximately 90% of ourU.S. and Canadian mortality risk on new business.
Expenses. Results are also affected by variances in client acquisition,
maintenance and administration expense levels.
Investment and Savings Products Segment. The Investment and Savings Products segment results are primarily driven by sales, the value of assets in client accounts for which we earn ongoing management, marketing and support, and distribution fees, and the number of transfer agent recordkeeping positions and non-bank custodial fee-generating accounts we administer. Sales. We earn commissions and fees, such as dealer re-allowances and marketing and distribution fees, based on sales of mutual fund products and annuities inthe United States and sales of certain mutual fund products inCanada . Sales of investment and savings products are influenced by the overall demand for investment products inthe United States andCanada , as well as by the size and productivity of the independent sales force. We generally experience seasonality in the Investment and Savings Products segment results due to our high concentration of sales of retirement account products. These accounts are typically funded in February through April, coincident with our clients' tax return preparation season. While we believe the size of the independent sales force is a factor in driving sales volume in this segment, there are a number of other variables, such as economic and market conditions, which may have a significantly greater effect on sales volume in any given fiscal period. Asset values in client accounts. We earn marketing and distribution fees (trail commissions or, with respect toU.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets inthe United States andCanada . Inthe United States , we also earn investment advisory and administrative fees on assets in managed investments. InCanada , we earn marketing, distribution, and shareholder services fees on mutual fund assets for which we serve as the principal distributor and management fees on the segregated funds for which we serve as investment manager. Asset values are influenced by new product sales, ongoing contributions to existing accounts, redemptions and the change in market values in existing accounts. While we offer a wide variety of asset classes and investment styles, our clients' accounts are primarily invested in equity funds. Volatility in equity markets will impact the value of assets in client accounts and in turn impact the revenue we earn on those assets. Positions. We earn transfer agent recordkeeping fees for administrative functions we perform on behalf of several of our mutual fund providers. An individual client account may include multiple fund positions for which we earn transfer agent recordkeeping fees. We may also receive fees earned for non-bank custodial services that we provide to clients with retirement plan accounts. 54
--------------------------------------------------------------------------------
Sales mix. While our investment and savings products all provide similar
long-term economic returns to the Company, our results in a given fiscal period
will be affected by changes in the overall mix of products within these
categories. Examples of changes in the sales mix that influence our results
include the following:
•
sales of annuity products inthe United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower upfront revenues or, in the case of managed investments and segregated funds, no upfront revenues; • sales of a higher proportion of managed investments, Canadian mutual funds, and segregated funds products will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning upfront revenues based on product sales; and • sales of a higher proportion of mutual fund products sold will impact the timing and amount of revenue we earn given the distinct transfer agent recordkeeping and non-bank custodial services we provide for certain mutual fund products we distribute. Senior Health Segment.The Senior Health segment results are primarily driven by approved policies, LTV per approved policy and tail revenue adjustments, CAC per approved policy, and other revenue. Approved policies. Approved policies represent submitted policies approved by health insurance carriers for the identified product during the indicated period. Not all approved policies will go in force. In general, the relationship between submitted policies and approved policies has been seasonally consistent. Therefore, factors impacting the number of submitted policies generally impact the number of approved policies. Revenue is primarily generated from approved policies and LTVs are recorded when the enrollment is approved by the applicable health insurance carrier. Medicare Advantage plans make up the substantial portion of the approved policies we distribute. The number of approved policies are influenced by the following:
•
the size and growth of the population of senior citizens inthe United States ; • the appeal of government-funded Medicare Advantage plans that provide privately administered healthcare coverage with enhanced benefits relative to original Medicare; • our ability to generate and obtain leads for our team of e-TeleQuote licensed health insurance agents; • our ability to staff and train our team of e-TeleQuote licensed health insurance agents to manage leads and help eligible Medicare participants through the enrollment process; and • our health insurance carrier relationships that allow us to offer plans that most appropriately meet eligible Medicare participants' needs. LTV per approved policy and tail revenue adjustments. When a policy is approved by the health insurance carrier, commission revenue is recognized based on an estimated LTV per approved policy. LTV per approved policy is the cumulative total of commissions estimated to be collected over the expected life of a policy, subject to constraints applied in accordance with our revenue recognition policy. Specifically, LTV per approved policy is equal to the sum of the initial commissions, less an estimate of chargebacks for paid policies that are disenrolled in the first policy year, plus forecasted renewal commissions. This estimate is driven by a number of factors including, but not limited to, contracted commission rates from carriers, expected policy turnover, emerging chargeback activity and applied constraints. These factors may result in varying values from period to period. We recognize adjustments to revenue outside of LTV for approved policies from prior periods when our cash collections are, or are expected to be, different from the estimated constrained LTVs, which we refer to as tail revenue adjustments. The recognition of tail revenue adjustments results from a change in the estimate of expected cash collections when actual cash collections or communicated rate increases have indicated a trend that is different from the estimated constrained LTV. Tail revenue adjustments can be positive or negative and we recognize positive adjustments to revenue when we do not believe it is probable that a significant reversal of cumulative revenue will occur. CAC per approved policy. Results are also driven by the costs of acquisition, which is defined as the total direct costs incurred per approved policy. Our costs of acquisition are primarily comprised of the cost to generate and acquire leads, including fees paid toPrimerica Senior Health certified independent sales representatives, and the labor, benefits, bonus compensation, licensing and training costs associated with our team of e-TeleQuote licensed health insurance agents. Other than costs incurred to assist beneficiaries with switching plans within the same carrier, we incur our entire cost of approved policies prior to enrollment and prior to receiving our first commission related payment. Factors that impact our costs of acquisition per approved policy include:
•
the market price of externally-generated leads; • our ability to efficiently procure internally-generated leads; and • the productivity of our e-TeleQuote licensed health insurance agents in converting procured leads into approved policies.
Other revenue. Other revenue recognized in the
marketing development revenues received for providing marketing services to
certain health insurance carriers. Marketing development revenue provides
additional revenue to deliver approved policies and are based on meeting
agreed-upon objectives with certain health insurance carriers. Marketing
55 -------------------------------------------------------------------------------- development revenue serves to offset contract acquisition costs associated with distribution of approved policies. Agreements for marketing development revenue are generally short-term in nature and can vary from period to period. Corporate and Other Distributed Products Segment. We earn revenues and pay commissions and referral fees within the Corporate and Other Distributed Products segment for mortgage loan originations, prepaid legal services, auto and homeowners' insurance referrals, and other financial products, all of which are originated by third parties. The Corporate and Other Distributed Products segment also includes in-force policies from several discontinued lines of insurance underwritten byNational Benefit Life Insurance Company ("NBLIC"). Corporate and Other Distributed Products segment net investment income reflects actual net investment income recognized by the Company less the amount allocated to theTerm Life Insurance segment based on the assumed net interest accreted to the segment'sU.S. GAAP-measured future policy benefit reserve liability less DAC. Actual net investment income reflected in the Corporate and Other Distributed Products segment is impacted by the size and performance of our invested asset portfolio, which can be influenced by interest rates, credit spreads, and the mix of invested assets. The Corporate and Other Distributed Products segment also includes corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to theTerm Life Insurance or Investment and Savings Products segments), interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility ("Revolving Credit Facility"), as well as realized gains and losses on our invested asset portfolio. Capital Structure. Our financial results are affected by our capital structure, which includes our senior unsecured notes (the "Senior Notes"), redundant reserve financing transactions, our Revolving Credit Facility, and our common stock. See Note 10 (Debt), Note 12 (Stockholders' Equity) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on changes in our capital structure. Foreign Currency. The Canadian dollar is the functional currency for our Canadian subsidiaries and our consolidated financial results, reported inU.S. dollars, are affected by changes in the currency exchange rate. As such, the translated amount of revenues, expenses, assets and liabilities attributable to our Canadian subsidiaries will be higher or lower in periods where the Canadian dollar appreciates or weakens relative to theU.S. dollar, respectively. The year-end exchange rates (USD per CAD) used by the Company to translate our Canadian dollar functional currency assets and liabilities intoU.S. dollars decreased by 7% in 2022 from 2021. Also, the average exchange rates used by the Company in 2022 to translate our Canadian dollar functional currency revenues and expenses intoU.S. dollars decreased 4% compared to 2021. See the Results of Operations section, the Financial Condition section, and "Quantitative and Qualitative Disclosures About Market Risk - Canadian Currency Risk" and Note 3 (Segment and Geographical Information) to our consolidated financial statements included elsewhere in this report, for more information on our Canadian subsidiaries and the impact of foreign currency on our financial results. Income Taxes. The profitability of the Company and its subsidiaries is affected by income taxes assessed by federal, state, andU.S. territorial jurisdictions in theU.S. and federal and provincial jurisdictions inCanada . Changes in tax legislation may impact the measurement of our deferred tax assets and liabilities and the amount of income tax expense we incur.
Critical Accounting Estimates
We prepare our financial statements in accordance withU.S. GAAP. These principles are established primarily by theFinancial Accounting Standards Board . The preparation of financial statements in conformity withU.S. GAAP requires us to make estimates and assumptions based on currently available information when recording transactions resulting from business operations. Our significant accounting policies are described in Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements included elsewhere in this report. The most significant items on our consolidated balance sheets are based on fair value determinations, accounting estimates and actuarial determinations, which are susceptible to changes in future periods and could affect our results of operations and financial position. The estimates that we deem to be most critical to an understanding of our results of operations and financial position are those related to DAC, future policy benefit reserves and corresponding amounts recoverable from reinsurers, income taxes, renewal commissions receivable, goodwill and the valuation of investments. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management's analyses and judgments. Subsequent experience or use of other assumptions could produce significantly different results. Deferred Policy Acquisition Costs. We defer incremental direct costs of successful contract acquisitions that result directly from and are essential to the contract transaction(s) and that would not have been incurred had the contract transaction(s) not occurred. These costs include commissions and policy issue expenses. Deferrable term life insurance policy acquisition costs are amortized over the initial level premium-paying period of the related policies in proportion to premium income and include assumptions made by us regarding persistency, expenses, interest rates and claims, which are updated on new business to reflect recent experience. In accordance with currentU.S. GAAP, assumptions are not allowed to be modified, or unlocked on in-force term life insurance business, unless recoverability testing deems estimated future cash flows to be inadequate. DAC is subject to recoverability testing annually and when circumstances indicate that recoverability is uncertain. 56 -------------------------------------------------------------------------------- The DAC balance in theTerm Life Insurance segment is susceptible to differences between estimated and actual persistency experience, which could impact the DAC amortization expense. The impact is more pronounced for early duration lapse variance than later durations. Beginning in 2023, we will be reporting under Accounting Standards Update No. 2018-12,Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts ("ASU 2018-12" or "LDTI"). We will adopt ASU 2018-12 when we issue our condensed consolidated financial statements as of and for the three months endingMarch 31, 2023 via the modified retrospective method, which will allow us to carryover our historical DAC balance as of theJanuary 1, 2021 adoption date. ASU 2018-12 includes changes to how insurance companies that issue long-duration contracts amortize DAC by eliminating the accretion of interest and providing for amortization on a straight-line basis over the coverage period. We have determined that we will use current face amount as the unit of measure to amortize DAC for our term life insurance products and will use policy count as the unit of measure to amortize DAC for our Canadian segregated funds products. We will also amortize DAC under LDTI based on policy cohorts rather than on a seriatim basis. As a result of these changes, we expect the DAC amortization on our term life insurance products to be slower and less volatile under LDTI compared to currentU.S. GAAP. For Canadian segregated funds products, we also expect DAC amortization under LDTI to be less volatile than under currentU.S. GAAP. The standard no longer locks in assumptions and also removes the DAC recoverability testing requirement. For additional information on DAC, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 7 (Deferred Policy Acquisition Costs) to our consolidated financial statements included elsewhere in this report. Future Policy Benefit Reserves and Reinsurance. Liabilities for future policy benefits on our term life insurance products are reserves established for death claims and waiver of premium benefits and have been computed using a net level method and include assumptions as to mortality, persistency, interest rates, disability rates, and other assumptions based on our historical experience, modified as necessary for new business to reflect anticipated trends and to include provisions for possible adverse deviation. Reserves related to reinsured policies are accounted for using assumptions consistent with those used to determine the future policy benefit reserves and are included in reinsurance recoverables in our consolidated balance sheets. Similar to the term life insurance DAC discussion above, we do not modify the assumptions used to establish future policy benefit reserves during the policy term under currentU.S. GAAP unless recoverability testing deems them to be inadequate and there is no remaining DAC associated with the underlying policies. Our results depend significantly upon the extent to which our actual experience is consistent with the assumptions we used in determining our future policy benefit reserves. Our future policy benefit reserve assumptions and estimates require significant judgment and, therefore, are inherently uncertain. We cannot determine with precision the ultimate amounts that we will pay for actual claims or the timing of those payments. Similar to DAC, the balances of future policy benefit reserves and reinsurance recoverables have been susceptible to differences between estimated and actual persistency experience. As noted above, the Company will adopt ASU 2018-12 effectiveJanuary 1, 2023 via the modified retrospective method. The amendments in this update change accounting guidance for insurance companies that issue long-duration contracts, including term life insurance. ASU 2018-12 requires companies that issue long-duration insurance contracts to update cash flow assumptions used in measuring future policy benefits, including mortality, disability, and persistency, at least annually instead of locking those assumptions at contract inception and reflecting differences in assumptions and actual cash flows as the experience occurs. The impact of assumption changes and experience variances will be partly reflected in the period of the change and partly spread to future periods, based on the remaining duration of the impacted policy cohort(s), by unlocking the net premium ratio used to measure future policy benefits for the impacted policy cohort(s) (referred to as a "cohort"). ASU 2018-12 also includes changes to how insurance companies that issue long-duration contracts update the discount rate assumptions used in measuring future policy benefits reserves while increasing the level of financial statement disclosures required. Changes in the future policy benefit reserves as a result of updating current market observable rates are recorded through accumulated other comprehensive income. The adoption of ASU 2018-12 will have an impact on our consolidated financial statements and related disclosures and will require changes to our processes, systems, and controls. We anticipate a reduction of approximately$1.2 billion to$1.5 billion (net of income tax) in accumulated other comprehensive income in the equity section of our consolidated balance sheet on the transition date,January 1, 2021 (the "Transition Date"). The expected impact on our consolidated balance sheet is the net effect of revaluing future policy benefits liabilities and reinsurance recoverables using current interest rates prescribed by the standard as of the Transition Date versus interest rate assumptions locked in when the policies were issued. We maintain a large volume of policies in our term life business written over several decades and policies written several years ago include interest rate assumptions that were made when rates were much higher than they were on the Transition Date. Since the Transition Date, market observable rates have increased and the impact to accumulated other comprehensive income as ofDecember 31, 2022 will be much less significant. As observed since the Transition Date, changes in current interest rates from period to period will create volatility in the amount of accumulated other comprehensive income recognized. For additional information on future policy benefits, reinsurance and the impact to accumulated other comprehensive income see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 6 (Reinsurance) to our consolidated financial statements included elsewhere in this report. Income Taxes. We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to (i) temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards. Deferred tax assets are 57 -------------------------------------------------------------------------------- recognized subject to management's judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In light of the multiple tax jurisdictions in which we operate, our tax returns are subject to routine audit by the Internal Revenue Service and other taxation authorities. These audits at times may produce alternative views regarding particular tax positions taken in the year(s) of review. As a result, the Company records uncertain tax positions, which require recognition at the time when it is deemed more likely than not that the position in question will be upheld. Although management believes that the judgment and estimates involved are reasonable and that the necessary provisions have been recorded, changes in circumstances or unexpected events could adversely affect our financial position, results of operations, and cash flows. For additional information on income taxes, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 11 (Income Taxes) to our consolidated financial statements included elsewhere in this report. Renewal commissions receivable. We earn commissions when e-TeleQuote enrolls individual insurance policies on behalf of its customers, third-party health insurance carriers. We have no further obligations to our customers once an eligible Medicare participant is enrolled. We are entitled to commissions at the time the initial policy is approved by the health insurance carrier and are entitled to renewal commissions for as long as the policy renews. The estimate of renewal commissions is part of the variable consideration recognized and requires significant judgment including determining the number of periods in which a renewal will occur and the value of those renewal commissions to be received if renewed. We utilize the expected value approach to do this, incorporating a combination of historical lapse data and effective commission rates to estimate forecasted renewal consideration. We apply a constraint on our estimate of renewal commissions so that it is probable that a significant reversal in the amount of cumulative revenue will not occur. Variable consideration in excess of the amount constrained is recognized in subsequent reporting periods when the uncertainty is resolved. We utilize a practical expedient to estimate renewal commissions revenue by applying the use of a portfolio approach to policies grouped together by health insurance carrier, Medicare product type, and policy effective date. This provides a practical approach to estimating the renewal commissions expected to be collected by evaluating various factors, including but not limited to, contracted commission rates, disenrollment experience and renewal persistency rates. We continuously evaluate the assumptions and inputs into our calculation of renewal commissions revenue and refine our estimates based on current information. There could be situations where new facts or circumstances, that were not available at the time of the initial estimate, may indicate that the renewal commissions receivable recognized is higher or lower than our original expectation of renewal commissions that will be collected. In those situations, the renewal commissions receivable will be written down or up to its revised expected value by recording tail revenue adjustments. During 2022, we recorded$18.9 million in net negative tail revenue adjustments as retention for policies scheduled to renew was lower than expected. During 2022, we also recorded a$11.9 million measurement period adjustment to reduce the acquisition date balance of renewal commissions receivable upon the expiration of the purchase price measurement period onJune 30, 2022 , one year subsequent to the acquisition date of e-TeleQuote. The adjustment resulted from the Company's reassessment of the estimates made by e-TeleQuote for variable consideration expected for approved policies as of the acquisition date. The reassessment of estimates involved the implementation of an enhanced algorithmic model for processing historical lapse data and forecasting future policy duration curves. For additional information on measurement period adjustments, see Note 20 (Acquisition) to our consolidated financial statements included elsewhere in this report.Goodwill . In applying the acquisition method of accounting for the e-TeleQuote business combination, amounts assigned to identifiable assets and liabilities acquired are based on estimated fair values as of the date of acquisition, subject to certain exceptions, with the remainder recorded as goodwill. Significant judgment is used to determine the value of the acquired assets and liabilities as well as the purchase consideration for non-controlling interests. Key assumptions used to develop these estimates include projected revenue, expenses, and cash flows, weighted average cost of capital, estimates of customer turnover rates, estimates of terminal values, forward-looking estimates of peer company values, and assessment of the probabilities of the earnout metrics.Goodwill is tested at the reporting unit level, all of which is attributable to theSenior Health segment (which is defined as the reporting unit). The annual date used by the Company to test goodwill for impairment isJuly 1 . The Company will also test goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not result in the fair value of theSenior Health reporting unit being lower than its carrying value. As ofJuly 1, 2022 , the Company performed a quantitative impairment analysis using the income approach by preparing a discounted cash flow analysis to determine the reporting unit's fair value. The discounted cash flow analysis included key assumptions such as the weighted average cost of capital ("WACC"), long-term growth rate, and projected operating results such as approved policies, lifetime value of commissions, contract acquisition costs, operating expenses, collections of renewal commissions receivable, and utilization of net operating losses for income tax purposes. We did not utilize a market approach as part of the quantitative impairment analysis because we believe management's expectation of the cash flows generated by the reporting unit were more relevant in determining the fair value given inherent limitations in the credibility of available peer company data. After the fair value of the reporting unit was determined, the Company calculated its carrying value by taking the reporting unit's assets minus its liabilities. The carrying value of the reporting unit was than compared to its fair value to determine the extent of any goodwill impairment. Based on this analysis, we recognized goodwill impairment charges of$60.0 million , which represent the excess of theSenior Health reporting unit's carrying value over its estimated fair value atJuly 1, 2022 . The goodwill impairment charges 58 -------------------------------------------------------------------------------- recognized did not impact the Company's income tax expense as the goodwill acquired from the e-TeleQuote acquisition does not have any tax basis. The decline in the reporting unit's fair value below its carrying value was primarily attributable to an increase in the market-based WACC used to discount the forecasted cash flows. The increase in the WACC was driven by recent increases in the equity market risk premium and higher interest rates. The determination of whether the carrying value of the reporting unit exceeds its fair value involves a high degree of estimation and can be affected by a number of industry and company-specific risk factors that are subject to change over time. For additional information on goodwill, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) and Note 21 (Goodwill ) to our consolidated financial statements included elsewhere in this report. Invested Assets. We hold primarily fixed-maturity securities, including bonds and redeemable preferred stocks. We have classified these invested assets as available-for-sale, except for the securities of ourU.S. broker-dealer subsidiary, which we have classified as trading securities. We also hold a credit-enhanced note, which we classified as a held-to-maturity security that was issued in exchange for a surplus note (the "Surplus Note") with an equal principal amount as part of a redundant reserve financing transaction. All of these securities are carried at fair value, except for the held-to-maturity security, which is carried at amortized cost. Unrealized gains and losses on available-for-sale securities are included as a separate component of other comprehensive income in our consolidated statements of comprehensive income. We also hold equity securities, including common and non-redeemable preferred stock. These equity securities are measured at fair value and changes in unrealized gains and losses are recognized in net income. Changes in fair value of trading securities are included in net income in the accompanying consolidated statements of income in the period in which the change occurred. Fair value. Fair value is the price that would be received upon the sale of an asset in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the three fair value measurement categories prescribed byU.S. GAAP. As of each reporting period, we classify all invested assets in their entirety based on the lowest level of input that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods. Credit Losses forAvailable-for-sale Fixed-maturity Securities . For available-for-sale securities in an unrealized loss position that we intend to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis, we recognize the impairment as a credit loss in our consolidated statements of income by writing down the amortized cost basis to the fair value. For available-for-sale securities in an unrealized loss position that we do not intend to sell or it is not more-likely-than-not that we will be required to sell before the expected recovery of the amortized cost basis, we recognize the portion of the impairment that is due to a credit loss in our consolidated statements of income through an allowance. We reverse credit losses previously recognized in the allowance in situations where the estimate of credit losses on those securities has declined. We do not consider the length of time an available-for-sale security has been in an unrealized loss position when estimating credit losses. Analyses that we perform to determine whether an impairment is due to a credit loss or other factors involve the use of estimates, assumptions, and subjectivity. We evaluate a number of quantitative and qualitative factors when determining the credit loss on individual securities, including issuer-specific risks as well as relevant macroeconomic risks. If these factors or future events change, we could experience material credit losses recognized in our consolidated statements of income for available-for-sale securities in future periods, which could adversely affect our financial condition, results of operations and the size and quality of our invested assets portfolio. For additional information on our invested assets, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies), Note 4 (Investments) and Note 5 (Fair Value of Financial Instruments) to our consolidated financial statements included elsewhere in this report.
Results of Operations
Revenues. Our revenues consist of the following: • Net premiums. Reflects direct premiums payable by our policyholders on our in-force insurance policies, primarily term life insurance, net of reinsurance premiums that we pay to reinsurers. • Commissions and fees. Consists primarily of dealer re-allowances earned on the sales of investment and savings products, trail commissions and management fees based on the asset values of client accounts, marketing and distribution fees from product originators, fees for non-bank custodial services rendered in our capacity as nominee on client retirement accounts funded by mutual funds on our servicing platform, transfer agent recordkeeping fees for mutual funds on our servicing platform, and fees associated with the sale of other distributed products. Also consists of commissions and fees earned from the distribution of Medicare-related insurance products on behalf of health insurance carriers. 59
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•
Net investment income. Represents income, net of investment-related expenses, generated by our invested asset portfolio, which consists primarily of interest income earned on fixed-maturity investments. Investment income recorded on our held-to-maturity invested asset and the offsetting interest expense recorded for our Surplus Note are included in net investment income. • Investment gains (losses). Primarily reflects the difference between amortized cost and amounts realized on the sale of available-for-sale securities, credit losses recognized on available-for-sale securities and changes in the fair value of equity securities. • Other, net. Reflects revenues generated from the fees charged for access to Primerica Online ("POL"), our primary sales force support tool, marketing development revenue received from health insurance carriers, as well as revenues from the sale of other miscellaneous items. Benefits and Expenses. Our operating expenses consist of the following: • Benefits and claims. Reflects the benefits and claims payable on insurance policies, changes in our reserves for future policy claims and reserves for other benefits payable, net of reinsurance. • Amortization of DAC. Represents the amortization of capitalized costs directly associated with the sale of an insurance policy or segregated fund, including sales commissions, medical examination and other underwriting costs, and other eligible policy issuance costs. • Sales commissions. Represents commissions to the sales representatives in connection with the sale of investment and savings products, and products other than insurance products. • Insurance expenses. Reflects non-capitalized insurance expenses, including staff compensation, technology and communications, insurance independent sales force-related costs, printing, postage and distribution of insurance sales materials, outsourcing and professional fees, premium taxes, and other corporate and administrative fees and expenses related to our insurance operations. Insurance expenses also include both indirect policy issuance costs and costs associated with unsuccessful efforts to acquire new policies. • Insurance commissions. Reflects sales commissions with respect to insurance products that are not eligible for deferral. • Contract acquisition costs. Reflects the total direct costs incurred to acquire an approved policy during the period onSenior Health products. Contract acquisition costs are primarily comprised of the cost to generate and acquire compliant leads and the labor, benefits, incentive compensation and training costs associated with our team of e-TeleQuote licensed health insurance agents. The number of e-TeleQuote licensed health insurance agents, agent tenure and attrition rate all impact CAC. • Interest expense. Reflects interest on our notes payable, any interest and the commitment fee on our Revolving Credit Facility, the financing charges related to the letter of credit issued under the credit facility agreement with Deutsche Bank, fees paid for the credit enhancement feature on our held-to-maturity invested asset, and a finance charge incurred pursuant to one of our coinsurance agreements with an IPO coinsurer. •Goodwill impairment loss. Represents the excess of theSenior Health reporting unit's carrying value over its estimated fair value. • Loss on extinguishment of debt. Consists primarily of the make whole premium paid in 2021 to extinguish senior notes issued in 2012 prior to the scheduled 2022 maturity date. • Other operating expenses. Consists primarily of expenses that are unrelated to the distribution of life insurance products, including staff compensation, technology and communications, various sales force-related costs, non-bank custodial and transfer agent recordkeeping administrative costs, outsourcing and professional fees, and other corporate and administrative fees and expenses. Insurance expenses and other operating expenses directly attributable to theTerm Life Insurance , Investment andSavings Products and Senior Health segments are recorded directly to the applicable segment. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment using methods expected to reasonably measure the benefit received by each reporting segment. Such methods include time studies, recorded usage, revenue distribution, and sales force representative distribution. These allocated items include fees charged for access to POL and costs incurred for technology, sales force support, occupancy and other general and administrative costs. Costs that are not directly charged or allocated to our three primary operating segments are included in the Corporate and Other Distributed Products segment. 60
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years ended
Year endedDecember 31 ,
2022 vs. 2021 change 2021 vs. 2020 change (1)
2022 2021 2020(1) $ % $ % (Dollars in thousands) Revenues: Direct premiums$ 3,230,120 $ 3,122,148 $ 2,907,149 $ 107,972 3 %$ 214,999 7 % Ceded premiums (1,629,892 ) (1,616,264 ) (1,580,766 ) 13,628 * 35,498 2 % Net premiums 1,600,228 1,505,884 1,326,383 94,344 6 % 179,501 14 % Commissions and fees 944,676 1,042,813 751,271 (98,137 ) (9 )% 291,542 39 % Investment income net of investment expenses 156,987 142,795 141,287 14,192 10 % 1,508 1 % Interest expense on surplus note (63,922 ) (62,207 ) (57,473 ) 1,715 3 % 4,734 8 % Net investment income 93,065 80,588 83,814 12,477 15 % (3,226 ) (4 )% Realized investment gains (losses) 1,444 4,665 1,359 (3,221 ) * 3,306 * Other investment gains (losses) (2,439 ) 1,207 (6,355 ) (3,646 ) * 7,562 * Investment gains (losses) (995 ) 5,872 (4,996 ) (6,867 ) * 10,868 * Other, net 83,159 74,575 61,069 8,584 12 % 13,506 22 % Total revenues 2,720,133 2,709,732 2,217,541 10,401 * 492,191 22 % Benefits and expenses: Benefits and claims 665,749 722,753 615,569 (57,004 ) (8 )% 107,184 17 % Amortization of DAC 356,143 251,179 224,321 104,964 42 % 26,858 12 % Sales commissions 462,764 522,308 376,636 (59,544 ) (11 )% 145,672 39 % Insurance expenses 235,405 202,605 188,117 32,800 16 % 14,488 8 % Insurance commissions 30,261 34,532 32,134 (4,271 ) (12 )% 2,398 7 % Contract acquisition costs 68,431 52,788 - 15,643 30 % 52,788 * Interest expense 27,237 30,618 28,839 (3,381 ) (11 )% 1,779 6 % Goodwill impairment loss 60,000 76,000 - (16,000 ) (21 )% 76,000 * Loss on extinguishment of debt - 8,927 - (8,927 ) * 8,927 * Other operating expenses 320,394 296,851 245,195 23,543 8 % 51,656 21 % Total benefits and expenses 2,226,384 2,198,561 1,710,811 27,823 1 % 487,750 29 % Income before income taxes 493,749 511,171 506,730 (17,422 ) (3 )% 4,441 1 % Income taxes 125,775 139,191 120,566 (13,416 ) (10 )% 18,625 15 % Net income 367,974 371,980 386,164 (4,006 ) (1 )% (14,184 ) (4 )% Net income (loss) attributable to noncontrolling interests (5,038 ) (1,377 ) - (3,661 ) (266 )% (1,377 ) * Net income attributable to Primerica, Inc.$ 373,012 $ 373,357 $ 386,164 $ (345 ) *$ (12,807 ) (3 )% (1) Refer to the 2021 MD&A for discussions of 2020 items and comparisons between 2021 and 2020 financial results. * Less than 1% or not meaningful Total revenues. Total revenues increased in 2022 from 2021 primarily driven by growth in net premiums in the Term Life segment. The increase in Term Life segment net premiums was driven by incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions as well as the layering effect of life insurance sales. Commissions and fees decreased due to lower sales-based revenues driven by lower demand for variable annuity and mutual funds investment products. Net investment income increased in 2022 from 2021 due to$9.0 million from higher yields in the invested asset portfolio and$5.4 million from a larger invested asset portfolio compared to the prior year. Investment income net of investment expenses includes interest earned on our held-to-maturity asset, which is offset by interest expense on the Surplus Note, thereby eliminating any impact on net investment income. Amounts recognized for each line item will remain offsetting and will fluctuate from period to period along with the principal amounts of the held-to-maturity asset and the Surplus Note based on the balance of reserves being contractually supported under a redundant reserve financing transaction used byVidalia Re, Inc. ("Vidalia Re"). For more information on the Surplus Note, see Note 4 (Investments) and Note 10 (Debt) to our unaudited consolidated financial statements included elsewhere in this report. Investment gains (losses) decreased to a loss during 2022 compared to a gain in 2021 primarily due to a$2.4 million negative mark-to-market adjustment on equity securities held within our investment portfolio in 2022 as a result of negative equity market performance compared to a$2.4 million positive mark-to-market adjustment on equity securities held within our investment portfolio in the comparable 2021 period. Other, net revenues increased in 2022 from 2021 primarily due to the timing of the acquisition of e-TeleQuote onJuly 1, 2021 . A full year of marketing development revenue was included in theSenior Health segment in 2022 compared to only six months in 2021. Also contributing to the increase in Other, net revenues was an increase in fees received for access to POL, our primary sales force support tool, consistent with subscriber growth. Total benefits and expenses. Total benefits and expenses increased in 2022 from 2021 primarily due to growth in the amortization of DAC as a result of lower year-over-year persistency in theTerm Life Insurance segment's in-force book of business, as well as higher 61 -------------------------------------------------------------------------------- contract acquisitions costs in theSenior Health segment as a result of the acquisition of e-TeleQuote onJuly 1, 2021 . Insurance and other operating expenses were also higher during 2022 due to growth in the business and higher costs associated with sales force leadership events, which included the biennial convention. These increases were partially offset by lower COVID-19 related claims experience in theTerm Life Insurance segment, lower sales commissions in line with lower commissions and fees revenue in the Investment and Savings Products segment as discussed above and a lower non-cash goodwill impairment charge in theSenior Health segment. In addition, total benefits and expenses in 2021 was negatively impacted by a$8.9 million loss on extinguishment of debt as a result of the accelerated repayment of senior notes issued in 2012 that were scheduled to mature in 2022. Income taxes. Our effective income tax rate for 2022 was 25.5% compared to 27.2% in 2021. The decrease in the effective tax rate in 2022 was driven by a smaller non-cash goodwill impairment charge that is not deductible for income tax purposes, state income tax benefits at e-TeleQuote and revaluation of Canadian deferred tax assets as a result of a Canadian statutory rate increase. Net income (loss) attributable to noncontrolling interests. The net loss attributable to noncontrolling interest increased during 2022 compared to 2021 primarily due to higher operating losses incurred by theSenior Health segment prior to the redemption of the noncontrolling interest onJuly 1, 2022 .
For additional information, see the discussions of results of operations by
segment below.
Term Life Insurance Segment. Our results for the
the years ended
Year ended December 31, 2022 vs. 2021 change 2021 vs. 2020 change(1) 2022 2021 2020(1) $ % $ % (Dollars in thousands) Revenues: Direct premiums$ 3,209,088 $ 3,099,828 $ 2,883,583 $ 109,260 4 %$ 216,245 7 % Ceded premiums (1,623,442 ) (1,609,598 ) (1,573,922 ) 13,844 * 35,676 2 % Net Premiums 1,585,646 1,490,230 1,309,661 95,416 6 % 180,569 14 % Allocated net investment income 51,160 36,486 27,030 14,674 40 % 9,456 35 % Other, net 50,320 48,970 46,079 1,350 3 % 2,891 6 % Total revenues 1,687,126 1,575,686 1,382,770 111,440 7 % 192,916 14 % Benefits and expenses: Benefits and claims 649,530 703,897 593,948 (54,367 ) (8 )% 109,949 19 % Amortization of DAC 342,925 241,451 216,208 101,474 42 % 25,243 12 % Insurance expenses 230,796 197,262 182,471 33,534 17 % 14,791 8 % Insurance commissions 15,335 18,457 17,592 (3,122 ) (17 )% 865 5 % Total benefits and expenses 1,238,586 1,161,067 1,010,219 77,519 7 % 150,848 15 % Income before income taxes$ 448,540 $ 414,619 $ 372,551 33,921 8 % 42,068 11 % (1) Refer to the 2021 MD&A for discussions of 2020 items and comparisons between 2021 and 2020 financial results. * Less than 1% or not meaningful Net premiums. Direct premiums increased in 2022 from 2021 largely due to sales of new policies that contributed to growth in the in-force book of business. This is partially offset by an increase in ceded premiums, which includes$55.5 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, reduced by$41.6 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions. Allocated net investment income. Allocated net investment income increased in 2022 from 2021 due to an increase in the assumed net interest accreted to theTerm Life Insurance segment's future policy benefit reserve liability less deferred acquisition costs as theTerm Life Insurance segment's in-force business continues to grow.
Benefits and claims. Benefits and claims decreased in 2022 from 2021 primarily
due to lower COVID-19 related claims experience. Total benefits and claims
during 2022 includes approximately
reinsurance compared to approximately
reinsurance in 2021.
Amortization of DAC. The amortization of DAC increased in 2022 from 2021 primarily due to higher policy lapse rates. During 2022, lapses on policies that were issued during the height of the COVID-19 pandemic were higher than historical trends. Lapses on policies issued prior to the onset of the COVID-19 pandemic continue to be moderately lower than historical trends. Insurance expenses. Insurance expenses increased in 2022 from 2021 due to higher costs associated with growth in the sales force and the business and higher employee compensation costs. Also contributing to the increase were higher costs associated with adding the previously postponed biennial convention to our normal cycle of sales force leadership events. Insurance commissions. Insurance commissions decreased in 2022 from 2021 as a result of higher non-deferrable sales force promotional activities offered in 2021 to incentivize the independent sales force during the COVID-19 pandemic. 62
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Investment and Savings Products Segment. Our results of operations for the
Investment and Savings Products segment for the years ended
2021, and 2020 were as follows:
Year ended December 31, 2022 vs. 2021 change 2021 vs. 2020 change(1) 2022 2021 2020(1) $ % $ % (Dollars in thousands) Revenues: Commissions and fees: Sales-based revenues$ 326,378 $ 401,508 $ 284,651 $ (75,130 ) (19 )%$ 116,857 41 % Asset-based revenues 434,053 441,303 339,904 (7,250 ) (2 )% 101,399 30 % Account-based revenues 90,391 86,939 83,041 3,452 4 % 3,898 5 % Other, net 12,610 12,097 11,271 513 4 % 826 7 % Total revenues 863,432 941,847 718,867 (78,415 ) (8 )% 222,980 31 % Expenses: Amortization of DAC 12,141 8,668 7,055 3,473 40 % 1,613 23 % Insurance commissions 13,834 14,904 13,184 (1,070 ) (7 )% 1,720 13 % Sales commissions: Sales-based 234,711 287,359 201,148 (52,648 ) (18 )% 86,211 43 % Asset-based 206,838 206,201 154,572 637 * 51,629 33 % Other operating expenses 156,578 150,130 140,264 6,448 4 % 9,866 7 % Total expenses 624,102 667,262 516,223 (43,160 ) (6 )% 151,039 29 % Income before income taxes$ 239,330 $ 274,585 $ 202,644 $ (35,255 ) (13 )%$ 71,941 36 % (1) Refer to the 2021 MD&A for discussions of 2020 items and comparisons between 2021 and 2020 financial results. * Less than 1% or not meaningful Commissions and fees. Commissions and fees decreased in 2022 from 2021 driven by lower sales-based revenues in 2022 as investor demand for mutual fund products and variable annuity products weakened due to volatility in capital markets. Also contributing to the decrease in 2022 were lower asset-based revenues, driven by negative equity market performance, partially offset by positive net flows.
Amortization of DAC. Amortization of DAC increased in 2022 from 2021 due to
unfavorable market performance of the funds underlying our Canadian segregated
funds in 2022 compared to favorable market performance of such funds in 2021.
Sales commissions. The decrease in sales-based commissions in 2022 from 2021 was generally in line with the decrease in sales-based revenue. Asset-based commissions were relatively flat for 2022 and were consistent with the movement in asset-based revenues, excluding the Canadian segregated funds revenue. Asset-based expenses for our Canadian segregated funds are reflected within insurance commissions and amortization of DAC. Other operating expenses. Other operating expenses increased in 2022 from 2021 due to higher costs associated with adding the previously postponed biennial convention to our normal cycle of sales force leadership events and higher expenses to support growth in managed accounts assets.
Senior Health Segment. Our results of operations for the
for the years ended
Year ended December 31, 2022 vs. 2021 change 2022 2021 $ % (Dollars in thousands) Revenues: Commissions and fees $ 47,420$ 50,903 $ (3,483 ) (7 )% Other, net 15,262 9,537 5,725 60 % Total revenues 62,682 60,440 2,242 4 % Benefits and expenses: Contract acquisition costs 68,431 52,788 15,643 30 % Goodwill impairment loss 60,000 76,000 (16,000 ) (21 )% Other operating expenses 32,924 16,702 16,222 97 % Total benefits and expenses 161,355 145,490 15,865 11 %
Income (loss) before income taxes
Commissions and fees. Excluding the impact of tail revenue adjustments, commissions and fees increased during 2022 compared to 2021 primarily due to the timing of the acquisition of e-TeleQuote onJuly 1, 2021 . As a result, 2022 includes a full year of operations compared to only six months in 2021. This increase was completely offset by the recognition of$18.9 million of net negative tail 63 -------------------------------------------------------------------------------- revenue adjustments in 2022 as a result of lower than expected renewals and refined renewal estimates on policies approved in prior periods. The negative tail revenue adjustment offset commissions and fees revenue of$66.3 million recognized for the lifetime value of commissions for policies approved during 2022. In comparison, a negative tail adjustment of$4.9 million was recognized during 2021. Also contributing to the year-over-year change in commissions and fees in 2022 compared to 2021 was lower sales volume during AEP due to our strategic initiative to limit the number of licensed health insurance agents. Other, net. Marketing development revenue increased during 2022 compared to 2021 primarily due to the timing of the acquisition of e-TeleQuote onJuly 1, 2021 . As a result, 2022 includes a full year of operations compared to only six months in 2021. Partially offsetting the increase in marketing development revenue was lower year-over-year amounts earned during AEP in connection with lower year-over-year AEP sales volumes in 2022 versus 2021. Contract acquisition costs. Contract acquisition costs increased during 2022 compared to 2021 primarily due to the timing of the acquisition of e-TeleQuote onJuly 1, 2021 . As a result, a full year of operations are included in 2022 compared to only six months in 2021. This increase was partially offset by lower costs in 2022 from reduced sales volumes as well as lower unit contract acquisition costs attributable to a number of factors including revised lead acquisition strategies, improved lead routing, and enhancements in agent training.
goodwill impairment charge, which represents the excess of the
reporting unit's carrying value over its estimated fair value.
Other operating expenses. Other operating expenses increased during 2022 compared to 2021 primarily due to the timing of the acquisition of e-TeleQuote onJuly 1, 2021 . As a result, 2022 includes a full year of operations compared to only six months in 2021. Other operating expenses includes$11.0 million and$5.8 million of amortization expense for acquired intangible assets and internally developed software for 2022 and 2021, respectively.
Corporate and Other Distributed Products Segment. Our results of operations for
the Corporate and Other Distributed Products segment for the years ended
Year ended December 31, 2022 vs. 2021 change 2021 vs. 2020 change(1) 2022 2021 2020(1) $ % $ % (Dollars in thousands) Revenues: Direct premiums$ 21,032 $ 22,320 $ 23,566 $ (1,288 ) (6 )%$ (1,246 ) (5 )% Ceded premiums (6,450 ) (6,666 ) (6,844 ) (216 ) (3 )% (178 ) (3 )% Net Premiums 14,582 15,654 16,722 (1,072 ) (7 )% (1,068 ) (6 )% Commissions and fees 46,434 62,160 43,675 (15,726 ) (25 )% 18,485 42 % Allocated investment income net of investment expenses 105,827 106,309 114,257 (482 ) * (7,948 ) (7 )% Interest expense on surplus note (63,922 ) (62,207 ) (57,473 ) 1,715 3 % 4,734 8 % Allocated net investment income 41,905 44,102 56,784 (2,197 ) (5 )% (12,682 ) (22 )% Realized investment gains (losses) 1,444 4,665 1,359 (3,221 ) * 3,306 * Other investment gains (losses) (2,439 ) 1,207 (6,355 ) (3,646 ) * 7,562 * Investment gains (losses) (995 ) 5,872 (4,996 ) (6,867 ) * 10,868 * Other, net 4,967 3,971 3,719 996 25 % 252 7 % Total revenues 106,893 131,759 115,904 (24,866 ) (19 )% 15,855 14 % Benefits and expenses: Benefits and claims 16,219 18,856 21,621 (2,637 ) (14 )% (2,765 ) (13 )% Amortization of DAC 1,077 1,060 1,058 17 2 % 2 * Insurance expenses 4,609 5,343 5,646 (734 ) (14 )% (303 ) (5 )% Insurance commissions 1,092 1,171 1,358 (79 ) (7 )% (187 ) (14 )% Sales commissions 21,215 28,748 20,916 (7,533 ) (26 )% 7,832 37 % Interest expense 27,237 30,618 28,839 (3,381 ) (11 )% 1,779 6 % Loss on extinguishment of debt - 8,927 - (8,927 ) * 8,927 *
Other operating expenses 130,892 130,019 104,931
873 * 25,088 24 %
Total benefits and expenses 202,341 224,742 184,369
(22,401 ) (10 )% 40,373 22 %
Loss before income taxes
2,465 3 %$ 24,518 36 % (1) Refer the 2021 MD&A for discussions of 2020 items and comparisons between 2021 and 2020 financial results. * Less than 1% or not meaningful Total revenues. Total revenues decreased in 2022 from 2021 primarily due to lower commissions and fees from our mortgage distribution business as a result of rising interest rates. Also contributing to the decrease is investment losses, which are discussed in thePrimerica, Inc. and Subsidiaries Results section above, and a decrease in net investment income as more net investment income was allocated to theTerm Life Insurance segment, which is discussed in the Term Life Insurance Segment Results section above. 64 -------------------------------------------------------------------------------- Total Benefits and Expenses. Total benefits and expenses decreased in 2022 from 2021 due to lower sales commissions from our mortgage distribution business and lower benefits and claims experienced on closed blocks of non-term life insurance business underwritten by NBLIC. In addition, other operating expenses in 2021 were higher due to transaction related expenses incurred in connection with e-TeleQuote, the loss on extinguishment of debt as a result of the accelerated repayment of senior notes scheduled to mature in 2022 and higher interest expense. Interest expense in 2021 was higher than 2022 as a result of borrowings on the Revolving Credit Facility to fund the e-TeleQuote acquisition and an overlap of interest obligations due to the issuance of the Senior Notes inNovember 2021 before the early extinguishment of our previous senior notes.
Financial Condition
Investments. Our insurance business is primarily focused on selling term life insurance, which does not include an investment component for the policyholder. The invested asset portfolio funded by premiums from our term life insurance business does not involve the substantial asset accumulations and spread requirements that exist with other non-term life insurance products. As a result, the profitability of our term life insurance business is not as sensitive to the impact that interest rates have on our invested asset portfolio and investment income as the profitability of other companies that distribute non-term life insurance products. We follow a conservative investment strategy designed to emphasize the preservation of our invested assets and provide adequate liquidity for the prompt payment of claims. To meet business needs and mitigate risks, our investment guidelines provide restrictions on our portfolio's composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. We also manage and monitor our allocation of investments to limit the accumulation of any disproportionate concentrations of risk among industry sectors or issuer countries outside of theU.S. andCanada . In addition, as ofDecember 31, 2022 , we did not hold any country of issuer concentrations outside of theU.S. orCanada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio. We invest a portion of our portfolio in assets denominated in Canadian dollars to support our Canadian operations. Additionally, to ensure adequate liquidity for payment of claims, we take into account the maturity and duration of our invested asset portfolio and our general liability profile. We also hold within our invested asset portfolio a credit enhanced note ("LLC Note") issued by a limited liability company owned by a third-party service provider which is classified as a held-to-maturity security. The LLC Note, which is scheduled to mature onDecember 31, 2030 , was obtained in exchange for the Surplus Note of equal principal amount issued by Vidalia Re, a special purpose financial captive insurance company and wholly owned subsidiary ofPrimerica Life Insurance Company ("Primerica Life"). For more information on the LLC Note, see Note 4 (Investments) to our consolidated financial statements included elsewhere in this report. We have an investment committee composed of members of our senior management team that is responsible for establishing and maintaining our investment guidelines and supervising our investment activity. Our investment committee regularly monitors our overall investment results and our compliance with our investment objectives and guidelines. We use a third-party investment advisor to assist us in the management of our investing activities. Our investment advisor reports to our investment committee. Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates and credit spreads are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates or credit spreads could result in significant losses in the value of our invested asset portfolio. For example, the significant increase in interest rates during 2022 resulted in the invested asset portfolio having an unrealized loss of$305.9 million as ofDecember 31, 2022 compared to an unrealized gain of$81.2 million as ofDecember 31, 2021 . We believe that fluctuations caused by movement in interest rates and credit spreads generally have little bearing on the recoverability of our investments as we have the ability to hold these investments until maturity or a market price recovery and we have no present intention to dispose of them. Details on asset mix (excluding our held-to-maturity security) were as follows: December 31, 2022 December 31, 2021 Cost or Cost or amortized amortized Fair value cost Fair value costU.S. government and agencies 1% 1% 1% 1% Foreign government 5% 5% 5% 5% States and political subdivisions 4% 4% 5% 5% Corporates 48% 49% 53% 52% Mortgage- and asset-backed securities 22% 23% 20% 20% Short-term investments 2% 2% 2% 3% Equity securities 1% 1% 1% 1% Trading securities 1% 1% 1% 1% Cash and cash equivalents 16% 14% 12% 12% Total 100% 100% 100% 100% 65
-------------------------------------------------------------------------------- The composition and duration of our portfolio will vary depending on several factors, including the yield curve and our opinion of the relative value among various asset classes. The proportion of the invested asset portfolio invested in corporate bonds decreased and the proportion invested in mortgage- and asset-backed securities increased from 2021 to 2022 as a result of our view of the relative value between those asset classes. The year-end average rating, duration and book yield of our fixed-maturity portfolio (excluding our held-to-maturity security) were as follows: December 31, 2022 December 31, 2021 Average rating of our fixed-maturity portfolio A A Average duration of our fixed-maturity portfolio 4.7 years 4.8
years
Average book yield of our fixed-maturity portfolio 3.44% 3.12%
The increase in the average book yield of our fixed-maturity portfolio as of
Ratings for our investments in fixed-maturity securities are determined using Nationally Recognized Statistical Rating Organizations designations and/or equivalent ratings. The distribution of our investments in fixed-maturity securities (excluding our held-to-maturity security) by rating, including those classified as trading securities, were as follows: December 31, 2022 December 31, 2021 Amortized cost (1) % Amortized cost (1) % (Dollars in thousands) AAA $ 606,982 22 % $ 495,055 19 % AA 321,450 11 % 312,418 12 % A 688,936 25 % 644,775 24 % BBB 1,120,096 40 % 1,079,123 41 % Below investment grade 67,450 2 % 93,294 4 % Not rated 199 * 21,078 * Total $ 2,805,113 100 % $ 2,645,743 100 % (1) Includes trading securities at carrying value and available-for-sale securities at amortized cost. * Less than 1%.
The ten largest holdings within our fixed-maturity securities invested asset
portfolio (excluding our held-to-maturity security) were as follows:
December 31, 2022 Amortized Unrealized Credit Issuer Fair value cost (1) gain (loss) rating (Dollars in thousands) Government of Canada$ 20,709 $ 22,122 $ (1,413 ) AAA Province of Quebec Canada 16,052 16,658 (606 ) A+ Province of Ontario Canada 14,139 14,708 (569 ) AA Ontario Teachers' Pension Plan 12,538 14,327 (1,789 ) AA+ Province of Alberta Canada 11,727 12,819 (1,092 ) BBB+ Morgan Stanley 11,304 11,782 (478 ) BBB+ Manulife Financial Corp 10,603 11,592 (989 ) A TC Energy Corp 10,240 11,656 (1,416 ) BBB+ ConocoPhillips 9,249 10,697 (1,448 ) A Province of Saskatchewan Canada 9,247 9,634 (387 ) AA Total - ten largest holdings$ 125,808 $ 135,995 $ (10,187 ) Total - fixed-maturity securities$ 2,499,154 $ 2,805,113 Percent of total fixed-maturity securities 5 % 5 %
(1)
Includes trading securities at carrying value and available-for-sale securities
at amortized cost.
For additional information on our invested asset portfolio, see Note 4
(Investments) and Note 5 (Fair Value of Financial Instruments) to our
consolidated financial statements included elsewhere in this report.
Other Significant Assets and Liabilities. The balances of and changes in other
significant assets and liabilities were as follows:
December 31, Change 2022 2021 $ % (Dollars in thousands) Assets: Reinsurance recoverables$ 4,015,909 $ 4,268,419 $ (252,510 ) (6 )% Deferred policy acquisition costs, net 3,081,886 2,943,782 138,104 5 % Liabilities: Future policy benefits$ 7,390,800 $ 7,138,649 $ 252,151 4 % 66
-------------------------------------------------------------------------------- Reinsurance recoverables. Reinsurance recoverables reflects future policy benefit reserves and claim reserves ceded to reinsurers, including the IPO coinsurers. Reinsurance recoverables as ofDecember 31, 2022 decreased compared withDecember 31, 2021 primarily due to lower pending COVID-19 claims ceded to reinsurers, the translation impact on Canadian reinsurance recoverables due to the strengtheningU.S. dollar, and the continued runoff of the IPO book of business. Deferred policy acquisition costs, net. The increase in DAC was primarily a result of the cumulative impact of incremental commissions and expenses deferred as a result of new business in 2022 not subject to the IPO coinsurance agreements, partially offset by higher year-over-year amortization due to the decline in term life insurance persistency. Future policy benefits. The increase in future policy benefits was a result of continued growth in our in-force book of business, partially offset by releases in reserves due to weaker year-over-year persistency.
For additional information, see the notes to our consolidated financial
statements included elsewhere in this report.
Liquidity and Capital Resources
Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary uses of funds by the Parent Company include the payments of stockholder dividends, interest on notes payable, general operating expenses, and income taxes, as well as repurchases of shares of our common stock outstanding. During 2022, our life insurance underwriting companies declared and paid ordinary dividends of$277.9 million to the Parent Company. See Note 15 (Statutory Accounting and Dividend Restrictions) to our consolidated financial statements included elsewhere in this report for more information on insurance subsidiary dividends and statutory restrictions. In addition, in 2022 our non-life insurance subsidiaries declared and paid dividends of$173.0 million to the Parent Company. AtDecember 31, 2022 , the Parent Company had cash and invested assets of$306.9 million .The Parent Company's subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products, Medicare-related insurance plans as well as other financial products. The subsidiaries' principal operating cash outflows include the payment of insurance claims and benefits (net of ceded claims recovered from reinsurers), commissions to the sales force, contract acquisition costs, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes. The distribution and underwriting of term life insurance requires upfront cash outlays at the time the policy is issued as we pay a substantial majority of the sales commission during the first year following the sale of a policy and incur costs for underwriting activities at the inception of a policy's term. During the early years of a policy's term, we generally receive level term premiums in excess of claims paid. We invest the excess cash generated during earlier policy years in fixed-maturity and equity securities held in support of future policy benefit reserves. In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. e-TeleQuote is a senior health insurance distributor of Medicare-related insurance plans. e-Tele-Quote collects cash receipts over a number of years after selling a plan, while the cash outflow for commission expense and other acquisition costs to sell the plans are generally recognized at the time of enrollment. Therefore, in periods of growth, net cash flows at e-TeleQuote are expected to be negative, which may require the Parent Company to provide working capital to e-TeleQuote. During the year endedDecember 31 2022 , as a result of the Company's efforts to scale back e-TeleQuote's growth in favor of developing more efficient lead procurement and limiting the number of licensed health insurance agents, the Parent Company did not provide funding to e-TeleQuote as cash tax benefits from net operating losses were sufficient to cover operating needs. Historically, cash flows generated by our businesses, primarily from our existing block of term life policies and our investment and savings products, have provided us with sufficient liquidity to meet our operating requirements. We anticipate that cash flows from our businesses will continue to provide sufficient operating liquidity over the next 12 months. If necessary, we could seek to enhance our liquidity position or capital structure through sales of our available-for-sale investment portfolio, changes in the timing or amount of share repurchases, borrowings against our revolving credit facility, or some combination of these sources. Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. 67
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Cash Flows. The components of the changes in cash and cash equivalents were as follows: Year ended December 31, 2022 2021 2020(1) (In thousands) Net cash provided by (used in) operating activities$ 757,665 $ 656,956 $ 643,417 Net cash provided by (used in) investing activities (200,048 ) (923,383 ) (53,529 ) Net cash provided by (used in) financing activities (457,850 ) 107,974 (301,790 ) Effect of foreign exchange rate changes on cash (3,028 ) 3,385
2,595
Change in cash and cash equivalents$ 96,739 $ (155,068 ) $ 290,693 (1)
Refer to the 2021 MD&A for discussions of 2020 items and comparisons between
2021 and 2020 financial results.
Operating Activities. Cash provided by operating activities increased in 2022 from 2021. Although net income decreased slightly during 2022, cash generated from operating activities increased as it excludes non-cash charges such as amortization of deferred policy acquisition costs, goodwill impairments and renewal commissions tail adjustments. Also contributing to the year-over-year increase in cash provided by operating activities were lower cash outlays for deferred acquisition costs due to lower term life policy sales. Investing Activities. Cash used in investing activities decreased in 2022 from 2021 primarily due to funding the acquisition of e-TeleQuote onJuly 1, 2021 . Also contributing to the decrease were lower purchases of securities in the invested assets portfolio. In 2021, purchases of securities were higher as the Company deployed the net cash received from the issuance of the Senior Notes. Financing Activities. Financing activities was a use of cash during 2022 compared to a source of cash during 2021. This movement is primarily due to cash used to fund share repurchases during 2022. By comparison, the Company paused share repurchases during 2021 to accumulate cash to fund the acquisition of e-TeleQuote. In addition, during 2021 cash provided by financing activities included cash received from the issuance of the Senior Notes partially offset by the early extinguishment of our previous senior notes that were scheduled to mature in 2022.Risk-Based Capital ("RBC"). TheNational Association of Insurance Commissioners ("NAIC") has established RBC standards forU.S. life insurers, as well as a risk-based capital model act (the "RBC Model Act") that has been adopted by the insurance regulatory authorities. The RBC Model Act requires that life insurers annually submit a report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk and business risk. The capital requirement for each is determined by applying factors that vary based upon the degree of risk to various asset, premiums and policy benefit reserve items. The formula is an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action.
As of
statutory capital and surplus substantially in excess of the applicable
regulatory requirements and remain well positioned to support existing
operations and fund future growth.
InCanada , an insurer's minimum capital requirement is overseen by the Office of the Superintendentof Financial Institutions ("OSFI") and determined as the sum of the capital requirements for five categories of risk: asset default risk; mortality/morbidity/lapse risks; changes in interest rate environment risk; segregated funds risk; and foreign exchange risk. As ofDecember 31, 2022 ,Primerica Life Insurance Company of Canada was in compliance withCanada's minimum capital requirements as determined by OSFI.
For more information regarding statutory capital requirements and dividend
capacities of our insurance subsidiaries, see Note 15 (Statutory Accounting and
Dividend Restrictions) to our consolidated financial statements included
elsewhere in this report.
Redundant Reserve Financings. The Model Regulation entitled Valuation of Life Insurance Policies, commonly known as Regulation XXX, requires insurers to carry statutory policy benefit reserves for term life insurance policies with long-term premium guarantees which are often significantly in excess of the future policy benefit reserves that insurers deem necessary to satisfy claim obligations ("redundant policy benefit reserves"). Accordingly, many insurance companies have sought ways to reduce their capital needs by financing redundant policy benefit reserves through bank financing, reinsurance arrangements and other financing transactions. We have establishedPeach Re, Inc. ("Peach Re") and Vidalia Re as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Primerica Life has ceded certain term life policies issued prior to 2011 to Peach Re as part of a Regulation XXX redundant reserve financing transaction (the "Peach Re Redundant Reserve Financing Transaction") and has ceded certain term life policies issued in 2011 through 2017 to Vidalia Re as part of a Regulation XXX redundant reserve financing transaction (the "Vidalia Re Redundant Reserve Financing Transaction"). These redundant reserve financing transactions allow us to more efficiently manage and deploy our capital. The NAIC has adopted a model regulation for determining reserves using a principle-based approach ("principle-based reserves" or "PBR"), which is designed to reflect each insurer's own experience in calculating reserves and move away from a single prescriptive reserving formula. Primerica Life adopted PBR as ofJanuary 1, 2018 and NBLIC adopted theNew York amended version of PBR effectiveJanuary 1, 2021 . PBR significantly reduced the redundant statutory policy benefit reserve requirements while still ensuring adequate liabilities are held. The regulation only applies for business issued after the effective date. See Note 4 (Investments), Note 10 68 -------------------------------------------------------------------------------- (Debt) and Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report for more information on these redundant reserve financing transactions. Notes Payable - Long term. The Company has$600.0 million of publicly-traded Senior Notes outstanding issued at a price of 99.550% with an annual interest rate of 2.80%, payable semi-annually in arrears onMay 19 andNovember 19 . The Senior Notes are scheduled to mature onNovember 19, 2031 . We were in compliance with the covenants of the Senior Notes atDecember 31, 2022 . No events of default occurred on the Senior Notes during the year endedDecember 31, 2022 . Notes Payable - Short term. OnJuly 1, 2021 , as part of the acquisition of e-TeleQuote,Primerica Health, Inc. ("Primerica Health ") issued a$15.0 million majority shareholder note dueJuly 1, 2022 . This note was retired during the year endedDecember 31, 2022 .
Financial Ratings. As of
for our Senior Notes were as follows:
Agency Senior Notes rating Moody's Baa1, stable outlookStandard & Poor's A-, stable outlookA.M. Best Company a-, stable outlook As ofDecember 31, 2022 , Primerica Life's financial strength ratings were as follows: Agency Financial strength rating Moody's A1, stable outlookStandard & Poor's AA-, stable outlookA.M. Best Company A+, stable outlook
Securities Lending. We participate in securities lending transactions with
brokers to increase investment income with minimal risk. See Note 4
(Investments) to our consolidated financial statements included elsewhere in
this report for additional information.
Surplus Note. Vidalia Re issued a Surplus Note in exchange for the LLC Note as a part of the Vidalia Re Redundant Reserve Financing Transaction. The Surplus Note has a principal amount equal to the LLC Note and is scheduled to mature onDecember 31, 2030 . For more information on the Surplus Note, see Note 10 (Debt) to our consolidated financial statements included elsewhere in this report. Off-Balance Sheet Arrangements. We have no transactions, agreements or other contractual arrangements to which an entity unconsolidated with the Company is a party, under which the Company maintains any off-balance sheet obligations or guarantees as ofDecember 31, 2022 . Credit Facility Agreement. We maintain an unsecured$200.0 million Revolving Credit Facility with a syndicate of commercial banks that has a scheduled termination date ofJune 22, 2026 . Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to the London Interbank Offered Rate ("LIBOR") or the base rate, plus in either case an applicable margin. The Revolving Credit Facility contains language that allows for the Company and the lenders to agree on a comparable or successor reference rate in the event LIBOR is no longer available. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for LIBOR rate loans and letters of credit ranging from 1.000% to 1.625% per annum and for base rate loans ranging from 0.000% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.100% to 0.225% per annum of the aggregate$200.0 million commitment of the lenders under the Revolving Credit Facility. As ofDecember 31, 2022 , no amounts were outstanding under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default occurred under the Revolving Credit Facility in 2022.
Contractual Obligations. Our material cash requirements from known contractual
and other obligations primarily consist of following:
Future Policy Benefits. Our liability for future policy benefits, which is presented in the consolidated balance sheets, represents the present value of estimated future policy benefits to be paid, less the present value of estimated future net benefit premiums to be collected. Net benefit premiums represent the portion of gross premiums required to provide for all benefits and associated expenses. These benefit payments are contingent on policyholders continuing to renew their policies and make their premium payments. We expect to fully fund the obligations for future policy benefits from cash flows from general account invested assets, claims reimbursed by reinsurers, and from future premiums. Policy Claims. Policy claims, which is presented in the consolidated balance sheets and Note 9 (Policy Claims and Other Benefits Payable) to our consolidated financial statements included elsewhere in this report, represents claims and benefits that have been incurred but not paid to policyholders and are assumed to be due within a year. Other Policyholder Funds. Other policyholders' funds, which is presented in the consolidated balance sheet, primarily represent claim payments left on deposit with us that are payable on demand.
Notes Payable and Interest Obligations. We have debt obligations for the
principal balance of our Senior Notes, which is presented in the consolidated
balance sheets and described further in Note 10 (Debt) to our consolidated
financial statements included elsewhere in
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the report. We also maintain interest obligations for interest on our Senior Notes, the commitment fee on our Revolving Credit Facility, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on the LLC Note and a finance charge incurred pursuant to one of our IPO coinsurance agreements as ofDecember 31, 2022 . We did not expect the principal or interest on the Surplus Note will result in any cash requirements as the payments due for these items are contractually offset by the principal and interest on the LLC Note as long as we hold the LLC Note. The Company asserts its positive intent and ability to hold the LLC Note until maturity. Lease Obligations. Our lease obligations primarily represent payments for operating leases related to office space. For additional information on leases see Note 19 (Leases) to our consolidated financial statements included elsewhere in this report. For additional information concerning our commitments and contingencies, see Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements included elsewhere in this report.
SAFETY INSURANCE GROUP INC – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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