UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-34680
Primerica, Inc.
(Exact name of registrant as specified in its charter)
Delaware
27-1204330
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1 Primerica Parkway
Duluth, Georgia
30099
(Address of principal executive offices)
(ZIP Code)
(770) 381-1000
(Registrant’s telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
As of July 31, 2016
Common Stock, $0.01 Par Value
46,471,932 shares
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
1
Item 1. Financial Statements (unaudited).
Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2016 and 2015
2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015
3
Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2016 and 2015
4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015
5
Notes to Condensed Consolidated Financial Statements
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
35
Item 4. Controls and Procedures.
PART II – OTHER INFORMATION
36
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
37
Item 6. Exhibits.
Signatures
39
i
ITEM 1. FINANCIAL STATEMENTS.
PRIMERICA, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 2016
December 31, 2015
(In thousands)
Assets
Investments:
Fixed-maturity securities available-for-sale, at fair value (amortized cost: $1,631,169 in 2016
and $1,690,043 in 2015)
$
1,726,774
1,731,459
Fixed-maturity securities held-to-maturity, at amortized cost (fair value: $466,324 in 2016 and
$371,742 in 2015)
431,000
365,220
Equity securities available-for-sale, at fair value (cost: $39,407 in 2016 and $39,969 in 2015)
49,040
47,839
Trading securities, at fair value (cost: $8,014 in 2016 and $5,383 in 2015)
8,012
5,358
Policy loans
30,817
28,627
Total investments
2,245,643
2,178,503
Cash and cash equivalents
213,091
152,294
Accrued investment income
16,100
17,080
Due from reinsurers
4,147,284
4,110,628
Deferred policy acquisition costs, net
1,619,236
1,500,259
Premiums and other receivables
213,329
188,886
Intangible assets, net (accumulated amortization: $73,530 in 2016 and $71,828 in 2015)
56,617
58,318
Income taxes
30,844
35,067
Other assets
351,340
304,356
Separate account assets
2,311,124
2,063,899
Total assets
11,204,608
10,609,290
Liabilities and Stockholders’ Equity
Liabilities:
Future policy benefits
5,581,043
5,431,711
Unearned premiums
560
628
Policy claims and other benefits payable
235,265
238,157
Other policyholders’ funds
351,740
356,123
Notes payable
372,735
372,552
Surplus note
430,233
364,424
199,985
148,125
Other liabilities
422,556
416,417
Payable under securities lending
91,901
71,482
Separate account liabilities
Commitments and contingent liabilities (see Commitments and Contingent Liabilities note)
Total liabilities
9,997,142
9,463,518
Stockholders’ equity:
Common stock ($0.01 par value; authorized 500,000 in 2016 and 2015; issued and
outstanding 46,602 shares in 2016 and 48,297 shares in 2015)
466
483
Paid-in capital
102,825
180,250
Retained earnings
1,040,860
952,804
Accumulated other comprehensive income (loss), net of income tax:
Unrealized foreign currency translation gains (losses)
(5,091
)
(19,801
Net unrealized investment gains (losses):
Net unrealized investment gains not other-than-temporarily impaired
68,472
32,107
Net unrealized investment losses other-than-temporarily impaired
(66
(71
Total stockholders’ equity
1,207,466
1,145,772
Total liabilities and stockholders’ equity
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statements of Income – Unaudited
Three months ended June 30,
Six months ended June 30,
2016
2015
(In thousands, except per-share amounts)
Revenues:
Direct premiums
612,189
588,248
1,209,319
1,165,707
Ceded premiums
(406,683
(406,854
(802,017
(804,395
Net premiums
205,506
181,394
407,302
361,312
Commissions and fees
136,902
139,150
265,723
271,985
Investment income net of investment expenses
24,994
21,782
50,387
45,431
Interest expense on surplus note
(4,605
(2,707
(8,760
(5,182
Net investment income
20,389
19,075
41,627
40,249
Realized investment gains (losses), including other-than-
temporary impairment losses
3,440
597
2,657
1,881
Other, net
13,007
10,301
24,896
19,936
Total revenues
379,244
350,517
742,205
695,363
Benefits and expenses:
Benefits and claims
88,984
82,521
179,961
165,021
Amortization of deferred policy acquisition costs
38,720
36,384
81,849
72,595
Sales commissions
70,146
71,499
136,789
139,956
Insurance expenses
33,026
28,744
66,337
63,093
Insurance commissions
4,472
4,145
8,619
7,334
Interest expense
7,178
8,642
14,350
17,316
Other operating expenses
44,838
41,757
92,208
86,413
Total benefits and expenses
287,364
273,692
580,113
551,728
Income before income taxes
91,880
76,825
162,092
143,635
32,554
27,652
57,590
51,062
Net income
59,326
49,173
104,502
92,573
Earnings per share:
Basic earnings per share
1.23
0.94
2.15
1.76
Diluted earnings per share
Weighted-average shares used in computing earnings
per share:
Basic
47,658
51,787
48,104
52,212
Diluted
47,708
51,812
48,141
52,249
Supplemental disclosures:
Total impairment losses
(803
(632
(2,830
(869
Impairment losses recognized in other comprehensive income
before income taxes
-
Net impairment losses recognized in earnings
Other net realized investment gains (losses)
4,243
1,229
5,487
2,750
Dividends declared per share
0.17
0.16
0.34
0.32
Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited
Other comprehensive income (loss) before income taxes:
Unrealized investment gains (losses):
Change in unrealized holding gains/(losses) on investment
securities
33,568
(32,720
58,284
(17,059
Reclassification adjustment for realized investment (gains) losses
included in net income
(3,219
(602
(2,332
(2,272
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains (losses)
before income tax expense (benefit)
(1,167
3,157
14,869
(17,409
Total other comprehensive income (loss) before income taxes
29,182
(30,165
70,821
(36,740
Income tax expense (benefit) related to items of other comprehensive
income (loss)
10,612
(11,627
19,741
(6,961
Other comprehensive income (loss), net of income taxes
18,570
(18,538
51,080
(29,779
Total comprehensive income
77,896
30,635
155,582
62,794
Condensed Consolidated Statements of Stockholders’ Equity – Unaudited
Common stock:
Balance, beginning of period
522
Repurchases of common stock
(21
(25
Net issuance of common stock
Balance, end of period
501
Paid-in capital:
353,337
Share-based compensation
16,873
22,231
(4
(94,294
(115,763
Adjustments to paid-in capital, other
136
259,937
Retained earnings:
795,740
Dividends
(16,446
(16,873
871,440
Accumulated other comprehensive income (loss):
12,235
95,527
Change in foreign currency translation adjustment, net of income tax expense (benefit)
14,710
(17,214
Change in net unrealized investment gains (losses) during the period, net of income taxes:
Change in net unrealized investment gains (losses) not-other-than temporarily
impaired, net of income tax expense (benefit)
36,365
(12,565
Change in net unrealized investment losses other-than-temporarily impaired, net
of income tax expense (benefit)
63,315
65,748
1,197,626
Condensed Consolidated Statements of Cash Flows – Unaudited
Cash flows from operating activities:
Adjustments to reconcile net income to cash provided by (used in) operating
activities:
Change in future policy benefits and other policy liabilities
115,404
122,424
Deferral of policy acquisition costs
(183,145
(158,581
Change in income taxes
36,306
27,522
Realized investment (gains) losses, including other-than-temporary impairments
(2,657
(1,881
Accretion and amortization of investments
(723
(984
Depreciation and amortization
7,108
5,373
Change in due from reinsurers
(17,062
(45,479
Change in premiums and other receivables
(24,443
(12,454
Trading securities sold, matured, or called (acquired), net
(2,658
(233
10,031
10,858
Change in other operating assets and liabilities, net
(20,611
(27,879
Net cash provided by (used in) operating activities
103,901
83,854
Cash flows from investing activities:
Available-for-sale investments sold, matured or called:
Fixed-maturity securities — sold
69,925
63,584
Fixed-maturity securities — matured or called
137,044
148,730
Equity securities
3,297
1,920
Available-for-sale investments acquired:
Fixed-maturity securities
(133,604
(201,717
(986
(709
Purchases of property and equipment and other investing activities, net
(10,679
(4,956
Cash collateral received (returned) on loaned securities, net
20,419
13,687
Sales (purchases) of short-term investments using securities lending collateral, net
(20,419
(13,687
Net cash provided by (used in) investing activities
64,997
6,852
Cash flows from financing activities:
Dividends paid
Common stock repurchased
(90,558
(109,712
Excess tax benefits on share-based compensation
1,448
4,259
Tax withholdings on share-based compensation
(3,757
(6,076
Cash proceeds from stock options exercised
Net cash provided by (used in) financing activities
(109,313
(128,266
Effect of foreign exchange rate changes on cash
1,212
(2,475
Change in cash and cash equivalents
60,797
(40,035
Cash and cash equivalents, beginning of period
191,997
Cash and cash equivalents, end of period
151,962
Notes to Condensed Consolidated Financial Statements — Unaudited
(1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Description of Business. Primerica, Inc. (the "Parent Company"), together with its subsidiaries (collectively, "we", "us" or the "Company"), is a leading distributor of financial products to middle income households in the United States and Canada. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities and other financial products, which we distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, Inc. ("PFS"), a general agency and marketing company; Primerica Life Insurance Company ("Primerica Life"), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada ("Primerica Life Canada") and PFSL Investments Canada Ltd. ("PFSL Investments Canada"); and PFS Investments Inc. ("PFS Investments"), an investment products company and broker-dealer. Primerica Life, domiciled in Massachusetts, owns National Benefit Life Insurance Company ("NBLIC"), a New York insurance company. We established Peach Re, Inc. ("Peach Re") and Vidalia Re, Inc. (“Vidalia Re”) as special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life. Peach Re and Vidalia Re have each entered into separate coinsurance agreements with Primerica Life whereby Primerica Life has ceded certain level premium term life insurance policies to Peach Re and Vidalia Re (respectively, the “Peach Re Coinsurance Agreement” and the “Vidalia Re Coinsurance Agreement”).
Basis of Presentation. We prepare our financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These principles are established primarily by the Financial Accounting Standards Board ("FASB"). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements.
The accompanying unaudited condensed consolidated financial statements contain all adjustments, generally consisting of normal recurring accruals, which are necessary to fairly present the balance sheets as of June 30, 2016 and December 31, 2015 and the statements of income and comprehensive income (loss) for the three and six months ended June 30, 2016 and 2015, and the statements of the stockholders' equity and cash flows for the six months ended June 30, 2016 and 2015. Results of operations for interim periods are not necessarily indicative of results for the entire year or of the results to be expected in future periods.
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are sufficient to make the information not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2015 ("2015 Annual Report").
Use of Estimates. The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs ("DAC"), liabilities for future policy benefits and unpaid policy claims, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.
Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and those entities required to be consolidated under applicable accounting standards. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated.
Reclassifications. Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on net income or total stockholders' equity.
Subsequent Events. The Company has evaluated subsequent events for recognition and disclosure for occurrences and transactions after the date of the unaudited condensed consolidated financial statements dated as of June 30, 2016.
Significant Accounting Policies. All significant accounting policies remain unchanged from the 2015 Annual Report.
New Accounting Principles. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces new guidance for accounting for credit losses on financial instruments within its scope by replacing the current approach that delays recognition until it is probable a loss has been incurred with a new approach that estimates an allowance for anticipated credit losses on the basis of an entity’s own expectations. The objective of the new approach for estimating credit losses is to require consideration of a broader range of forward-looking information, which is expected to result in earlier recognition of credit losses on financial instruments.
Available-for-sale (“AFS”) debt securities are excluded from the scope of financial instruments that require measurement of credit losses on the basis of a forward-looking expected loss estimate under ASU 2016-13. The incurred probable loss approach for
measuring credit losses on AFS debt securities will remain under ASU 2016-13 but will be presented as an allowance rather than as a write-down. Therefore, an entity will be allowed to reverse credit losses previously recorded on AFS debt securities in situations where the estimate of credit losses on those securities has declined. The amendments in ASU 2016-13 also preclude an entity from considering the length of time an AFS debt security has been in an unrealized loss position to avoid recording a credit loss and remove the requirement to consider recoveries or declines in fair value after the balance sheet date.
The amendments in ASU 2016-13 are effective for the Company beginning in fiscal year 2020, with early adoption permitted beginning in fiscal year 2019. The Company is currently in the process of evaluating its impact on the Company’s consolidated financial statements.
Future Application of Accounting Standards. Recent accounting guidance not discussed above is not applicable, is immaterial to our financial statements, or did not or is not expected to have a material impact on our business. For additional information on new accounting pronouncements and recent accounting principles and their impact, if any, on our financial position or results of operations, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) in our 2015 Annual Report and in the unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.
(2) Segment and Geographical Information
Segments. We have two primary operating segments - Term Life Insurance and Investment and Savings Products. We also have a Corporate and Other Distributed Products segment.
Results of operations by segment were as follows:
Term life insurance segment
210,679
184,389
416,957
366,583
Investment and savings products segment
132,693
135,081
257,729
264,155
Corporate and other distributed products segment
35,872
31,047
67,519
64,625
Income (loss) before income taxes:
58,018
44,689
104,098
80,764
36,064
37,746
67,755
72,789
(2,202
(5,610
(9,761
(9,918
Total income before income taxes
Total assets by segment were as follows:
Assets:
5,804,441
5,638,682
Investment and savings products segment(1)
2,419,043
2,157,548
2,981,124
2,813,060
(1) The Investment and Savings Products segment includes assets held in separate accounts. Excluding separate accounts, the Investment and Savings Products segment assets were approximately $108.1 million and $93.8 million as of June 30, 2016 and December 31, 2015, respectively.
Segment Measurement Change. In the third quarter of 2015, the Company changed its basis for allocating net investment income, interest expense and invested assets between the Term Life Insurance segment and the Corporate and Other Distributed Products segment in measuring segment results and total assets by segment. As a result of this change in segment measurement, the amounts of net investment income and interest expense that have been reclassified from the Term Life Insurance segment to the Corporate and Other Distributed Products segment, were approximately $16.7 million and $4.1 million, respectively, for the three months ended June 30, 2015, and approximately $32.6 million and $8.2 million, respectively, for the six months ended June 30, 2015. For additional discussion regarding this segment measurement change, see Note 3 (Segment and Geographical Information) to our consolidated financial statements within our 2015 Annual Report.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report for more information regarding the results of our operating segments.
7
Geographical Information. Results of operations by country and long-lived assets, primarily tangible assets reported in Other assets in our unaudited condensed consolidated balance sheets, were as follows:
Revenues by country:
United States
319,284
291,808
624,299
577,949
Canada
59,960
58,709
117,906
117,414
Income before income taxes by country:
73,653
60,199
128,610
109,055
18,227
16,626
33,482
34,580
Long-lived assets by country:
28,238
28,621
948
787
Total long-lived assets
29,186
29,408
(3) Investments
Available-for-sale Securities. The period-end cost or amortized cost, gross unrealized gains and losses, and fair value of available-for-sale fixed-maturity and equity securities follow:
Cost or amortized cost
Gross unrealized gains
Gross unrealized losses
Fair value
Securities available-for-sale, carried at fair value:
Fixed-maturity securities:
U.S. government and agencies
15,915
626
16,541
Foreign government
118,549
9,590
(324
127,815
States and political subdivisions
40,520
3,434
(1
43,953
Corporates
1,239,031
77,347
(7,108
1,309,270
Residential mortgage-backed securities
83,159
7,201
(148
90,212
Commercial mortgage-backed securities
100,033
4,632
(28
104,637
Other asset-backed securities
33,962
432
(48
34,346
Total fixed-maturity securities(1)
1,631,169
103,262
(7,657
39,407
10,532
(899
Total fixed-maturity and equity securities
1,670,576
113,794
(8,556
1,775,814
(1)
Includes approximately $0.1 million of other-than-temporary impairment (“OTTI”) losses related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income.
8
20,233
448
(22
20,659
114,656
7,082
(1,522
120,216
38,995
2,111
(541
40,565
1,276,965
49,008
(24,211
1,301,762
94,532
6,814
(121
101,225
97,666
2,875
(555
99,986
46,996
129
(79
47,046
1,690,043
68,467
(27,051
39,969
8,252
(382
1,730,012
76,719
(27,433
1,779,298
Includes approximately $0.1 million of OTTI related to corporates and mortgage- and asset-backed securities recognized in accumulated other comprehensive income.
All of our available-for-sale mortgage- and asset-backed securities represent variable interests in variable interest entities ("VIEs"). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities.
The scheduled maturity distribution of the available-for-sale fixed-maturity portfolio at June 30, 2016 follows:
Amortized cost
Due in one year or less
69,978
71,003
Due after one year through five years
678,313
722,228
Due after five years through 10 years
618,256
651,188
Due after 10 years
47,468
53,160
1,414,015
1,497,579
Mortgage-and asset-backed securities
217,154
229,195
Total fixed-maturity securities
Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.
Unrealized Gains and Losses on Investments. The net effect on stockholders’ equity of unrealized gains and losses on investments was as follows:
Net unrealized investment gains including OTTI:
Fixed-maturity and equity securities
105,238
49,286
OTTI
104
109
Net unrealized investment gains excluding OTTI
105,342
49,395
Deferred income taxes
(36,870
(17,288
Net unrealized investment gains excluding OTTI, net of tax
Trading Securities. We maintain a portfolio of fixed-maturity securities that are classified as trading securities. The carrying values of the fixed-maturity securities classified as trading securities were approximately $8.0 million and $5.4 million as of June 30, 2016 and December 31, 2015, respectively.
Held-to-maturity Security. Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the "Surplus Note Purchase Agreement") with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the "LLC") owned by a third party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amount of both the LLC Note and the Surplus Note will fluctuate over time to coincide with the amount of reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the LLC Note and the Surplus Note mature on December 31, 2029 and bear interest at an
9
annual interest rate of 4.50%. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense on our unaudited condensed consolidated statements of income.
The LLC is a variable interest entity as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the primary beneficiary of the LLC and does not consolidate the LLC within its consolidated financial statements.
The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of June 30, 2016, the LLC Note, which was rated A+ by Fitch Ratings, had an estimated unrealized holding gain of $35.3 million based on its amortized cost and estimated fair value, which is derived using the valuation techniques described in Note 4 (Fair Value of Financial Instruments).
See Note 6 (Debt) for more information on the Surplus Note.
Investments on Deposit with Governmental Authorities. As required by law, we have investments on deposit with governmental authorities and banks for the protection of policyholders. The fair values of investments on deposit were approximately $18.2 million and $18.1 million as of June 30, 2016 and December 31, 2015, respectively.
Securities Lending Transactions. We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected on our unaudited condensed consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets on our unaudited condensed consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was approximately $91.9 million and $71.5 million as of June 30, 2016 and December 31, 2015, respectively.
Investment Income. The components of net investment income were as follows:
Fixed-maturity securities (available-for-sale)
18,377
19,551
37,626
39,346
Fixed-maturity security (held-to-maturity)
4,605
2,707
8,760
5,182
502
503
1,021
1,019
Policy loans and other invested assets
351
337
681
695
200
47
349
90
Market return on deposit asset underlying 10% coinsurance agreement
2,185
(116
4,385
1,556
Gross investment income
26,220
23,029
52,822
47,888
Investment expenses
(1,226
(1,247
(2,435
(2,457
The components of net realized investment gains (losses) as well as details on gross realized investment gains and losses and proceeds from sales or other redemptions were as follows:
Net realized investment gains (losses):
Gross gains from sales
4,400
1,466
5,685
3,400
Gross losses from sales
(378
(232
(523
(259
Other-than-temporary impairment losses
Gains (losses) from bifurcated options
221
(5
325
(391
Net realized investment gains (losses)
Other-Than-Temporary Impairment. We conduct a review each quarter to identify and evaluate impaired investments that have indications of possible OTTI. An investment in a debt or equity security is impaired if its fair value falls below its cost. Factors considered in determining whether an unrealized loss is temporary include the length of time and extent to which fair value has been below cost, the financial condition and near-term prospects for the issue, and our ability and intent to hold the investment for a period
10
of time sufficient to allow for any anticipated recovery, which may be maturity for fixed-maturity securities or within a reasonable period of time for equity securities. For additional information, see Note 4 (Investments) to the consolidated financial statements in our 2015 Annual Report.
Available-for-sale fixed-maturity and equity securities with a cost basis in excess of their fair values were approximately $176.8 million and $626.0 million as of June 30, 2016 and December 31, 2015, respectively.
The following tables summarize, for all available-for-sale securities in an unrealized loss position, the aggregate fair value and the gross unrealized loss by length of time such securities have continuously been in an unrealized loss position:
Less than 12 months
12 months or longer
Unrealized losses
Number of securities
(Dollars in thousands)
1,432
(54
3,512
(270
690
49,324
(1,585
54
81,298
(5,523
98
1,746
(33
4,987
(115
6,095
5,717
(24
5,257
(46
2,246
(2
63,854
(1,722
98,450
(5,935
4,209
(733
1,726
(166
Total fixed-maturity and equity
68,063
(2,455
100,176
(6,101
13,651
23,572
(829
2,396
(693
2,729
(44
878
(497
413,131
(17,481
393
34,624
(6,730
9,681
(61
4,762
(60
56,216
(493
49
3,199
(62
26,611
(77
23
260
545,591
(19,007
46,119
(8,044
3,652
(287
17
3,209
(95
549,243
(19,294
49,328
(8,139
The amortized cost and fair value of available-for-sale fixed-maturity securities in default were as follows:
Fixed-maturity securities in default
227
482
138
262
Impairment charges recognized in earnings on available-for-sale securities were as follows:
Impairments on fixed-maturity securities not in default
683
627
2,679
788
Impairments on fixed-maturity securities in default
115
119
Impairments on equity securities
32
76
Total impairment charges
803
632
2,830
869
11
The securities noted above were considered to be other-than-temporarily impaired due to: our intent to sell them; adverse credit events, such as news of an impending filing for bankruptcy; analyses of the issuer’s most recent financial statements or other information in which liquidity deficiencies, significant losses and large declines in capitalization were evident; or analyses of rating agency information for issuances with severe ratings downgrades that indicated a significant increase in the possibility of default. We also recognized impairment losses related to invested assets held at the Parent company that we intended to sell to fund share repurchases, as well as credit impairments on certain other investments.
As of June 30, 2016, the unrealized losses on our available-for-sale invested asset portfolio were largely caused by interest rate sensitivity and changes in credit spreads. We believe that fluctuations caused by movements in interest rates and credit spreads have little bearing on the recoverability of our investments. We do not consider these investments to be other-than-temporarily impaired because 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.
Net impairment losses recognized in earnings for available-for-sale securities were as follows:
Total impairment losses related to securities which the Company
does not intend to sell or more-likely-than-not will not be
required to sell:
Total OTTI losses recognized
488
929
101
Less portion of OTTI loss recognized in accumulated other
comprehensive income (loss)
Net impairment losses recognized in earnings for securities which
the Company does not intend to sell or more-likely-than-not will
not be required to sell before recovery
OTTI losses recognized in earnings for securities which the Company
intends to sell or more-likely-than-not will be required to sell
before recovery
315
624
1,901
768
The rollforward of the OTTI recognized in net income for all fixed-maturity securities still held follows:
Cumulative OTTI recognized in net income for securities still held,
beginning of period
10,880
7,478
11,856
9,550
Additions for OTTI securities where no OTTI were recognized
prior to the beginning of the period
798
46
1,231
67
Additions for OTTI securities where OTTI have been recognized
586
1,567
726
Reductions due to sales, maturities, calls, amortization or increases
in cash flows expected to be collected over the remaining life of
credit impaired securities
(3,574
(409
(5,494
(1,365
Reductions for exchanges of securities previously impaired
(615
(1,671
(1,277
Cumulative OTTI recognized in net income for securities still
held, end of period
7,489
7,701
As of June 30, 2016, no impairment losses have been recognized on the LLC Note held-to-maturity security.
Derivatives. Embedded conversion options associated with fixed-maturity securities are bifurcated from the fixed-maturity security host contracts and separately recognized as equity securities. The change in fair value of these bifurcated conversion options is reflected in realized investment gains (losses), including OTTI losses. As of June 30, 2016 and December 31, 2015, the fair value of these bifurcated options was approximately $6.1 million and $5.4 million, respectively.
We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred loss included in accumulated other comprehensive income was approximately $26.4 million as of June 30, 2016 and December 31, 2015. While we have no current intention to do so, these deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations.
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(4) Fair Value of Financial Instruments
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 following three categories:
·
Level 1. Quoted prices for identical instruments in active markets. Level 1 primarily consists of financial instruments whose value is based on quoted market prices in active markets, such as exchange-traded common stocks and actively traded mutual fund investments;
Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the underlying financial instrument, including interest rate, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed-maturity and equity securities; government or agency securities; certain mortgage- and asset-backed securities and bifurcated conversion options; and
Level 3. Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category primarily include less liquid fixed-maturity corporate securities, mortgage-and asset-backed securities.
As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest) 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.
The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows:
Level 1
Level 2
Level 3
Total
Fair value assets:
3,337
1,305,930
89,546
666
1,722,768
669
41,891
7,101
48
Trading securities
Separate accounts
Total fair value assets
45,228
4,049,005
717
4,094,950
Fair value liabilities:
Total fair value liabilities
13
2,146
1,299,613
100,493
732
1,728,578
735
41,341
6,450
43,487
3,804,285
783
3,848,555
In assessing fair value of our investments, we use a third-party pricing service for approximately 95% of our securities that are measured at fair value on a recurring basis. The remaining securities are primarily thinly traded securities such as private placements and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quality rating) and liquidity and yield based on quality rating, average life and treasury yields. All observable data inputs are corroborated by independent third-party data. In the absence of sufficient observable inputs, we utilize non-binding broker quotes, which are reflected in our Level 3 classification as we are unable to evaluate the valuation technique(s) or significant inputs used to develop the quotes. Therefore, we do not internally develop the quantitative unobservable inputs used in measuring the fair value of Level 3 investments. However, we do corroborate pricing information provided by our third-party pricing servicing by performing a review of selected securities. Our review activities include obtaining detailed information about the assumptions, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and or independently developed pricing methodologies.
Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the quarter and at quarter-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary. We do not adjust quotes or prices except in a rare circumstance to resolve a known error.
Because many fixed-maturity securities do not trade on a daily basis, third party pricing services generally determine fair value using industry-standard methodologies, which vary by asset class. For corporates, governments, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage-and asset-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices, or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If these measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy.
Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer-specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non-binding broker quotes.
14
The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows:
Level 3 assets, beginning of period
753
1,134
1,165
Net unrealized gains (losses) included in other comprehensive income
(12
(6
Realized gains (losses) and accretion (amortization) recognized
in earnings, including OTTI
Sales
(3
Settlements
(37
(39
(73
(76
Transfers into Level 3
Transfers out of Level 3
(223
Level 3 assets, end of period
862
We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market indicators, industry and economic events. We recognize transfers into new levels and out of previous levels as of the end of the reporting period, including interim reporting periods, as applicable. There were no material transfers between Level 1 and Level 2 or between Level 1 and Level 3 during the three and six months ended June 30, 2016. During the three and six months ended June 30, 2015, we transferred a $1.0 million equity security from Level 1 to Level 2 as it was not consistently trading in an active market. During the three and six months ended June 30, 2015, a fixed maturity security was transferred from Level 3 to Level 2 as we were able to obtain an independent pricing quote based on observable inputs for this security.
The table below is a summary of the estimated fair value for financial instruments.
Carrying value
Estimated fair value
466,324
371,742
Deposit asset underlying 10% coinsurance agreement
193,268
181,889
Notes payable(1)
413,178
398,649
Surplus note(1)
464,974
371,498
Carrying value amounts shown are net of issuance costs.
The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace.
Recurring fair value measurements. Estimated fair values of investments in available-for-sale fixed-maturity securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities, which primarily consist of fixed-maturity securities, are carried at fair value. Equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value.
Nonrecurring fair value measurements. The estimated fair value of the held-to-maturity fixed-maturity security, which is classified as a Level 3 fair value measurement, is derived using the credit spread on similarly rated debt securities and the hypothetical spread of the security’s credit enhancement feature. Policy loans, which are categorized as Level 3 fair value measurements, are carried at the unpaid principal balances. The fair value of policy loans approximate the unpaid principal balances as the timing of repayment is uncertain and the loans are collateralized by the amount of the policy. The deposit asset underlying a 10% coinsurance agreement represents the value of the assets necessary to back the economic reserves held in support of the reinsurance agreement. The carrying value of this deposit asset approximates fair value, which is categorized as Level 3 in the fair value hierarchy. Notes payable represent our publicly-traded senior notes and are valued as a Level 2 fair value measurement using the quoted market price for our notes. The
15
estimated fair value of the Surplus Note is derived by using an assumed credit spread we would expect if Vidalia Re was a credit-rated entity and the hypothetical spread of the Surplus Note’s subordinated structure. The Surplus Note is classified as a Level 3 fair value measurement.
The carrying amounts for cash and cash equivalents, receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such financial instruments are not included in the above table.
(5) Reinsurance
We use reinsurance extensively, which has a significant effect on our results of operations. Reinsurance arrangements do not relieve us of our primary obligation to the policyholder. We monitor the concentration of credit risk we have with any reinsurer, as well as the financial condition of the reinsurers.
Details on in-force life insurance follow:
Direct life insurance in force
718,282,157
696,884,429
Amounts ceded to other companies
(632,443,458
(616,252,839
Net life insurance in force
85,838,699
80,631,590
Percentage of reinsured life insurance in force
88
%
Due from reinsurers includes ceded reserve balances and ceded claim liabilities. Reinsurance receivable and financial strength ratings by reinsurer were as follows:
Reinsurance receivable
A.M. Best rating
Pecan Re Inc.(1) (2)
2,714,957
NR
Prime Reinsurance Company(2)
2,692,721
SCOR Global Life Reinsurance Companies(3)
356,377
A
362,195
Financial Reassurance Company 2010, Ltd.(2)
291,204
270,306
Swiss Re Life & Health America Inc.(4)
246,946
A+
254,461
American Health and Life Insurance Company(2)
178,066
B
176,790
Munich American Reassurance Company
102,974
101,466
Korean Reinsurance Company
93,536
91,605
RGA Reinsurance Company
80,934
81,217
TOA Reinsurance Company
22,927
22,242
Hannover Life Reassurance Company
21,137
20,650
All other reinsurers
38,226
36,975
NR – not rated
Pecan Re Inc. is a wholly owned subsidiary of Swiss Re Life & Health America Inc.
(2)
Includes balances ceded under coinsurance transactions of term life insurance policies that were in force as of December 31, 2009. Amounts shown are net of their share of the reinsurance receivable from other reinsurers.
(3)
Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies.
(4)
Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc.
Prior to January 1, 2016, Primerica Life had a coinsurance agreement in place with Prime Reinsurance Company (“Prime Re”), an insurance company owned by Citigroup Inc. (“Citigroup”), under which we ceded 80% of the risks and rewards of our U.S. (except New York) term life insurance policies that were in force as of December 31, 2009 (the “80% Coinsurance Agreement”). Beginning on January 1, 2016, Pecan Re Inc. (“Pecan Re”), an insurance company owned by Swiss Re Life & Health America Inc. (“Swiss Re”), assumed Prime Re’s obligations under the 80% Coinsurance Agreement through a novation agreement (the “Novation Agreement”). In addition, the counterparties to the related trust and capital maintenance agreements that provide Primerica Life with statutory reinsurance credit for the 80% Coinsurance Agreement were replaced by Pecan Re and Swiss Re, respectively. No material terms and conditions of the 80% Coinsurance Agreement and the related trust and capital maintenance agreements were modified.
A separate 10% coinsurance agreement remains in place between Primerica Life and Prime Re (the “10% Coinsurance Agreement”) that includes an experience refund provision and does not satisfy U.S. GAAP risk transfer rules. In exchange for our consent to the Novation Agreement, the finance charge on the statutory reserves in excess of economic reserves funded by Prime Re in support of the 10% Coinsurance Agreement was reduced from 3.0% to 2.0% beginning on July 1, 2015 and then from 2.0% to 0.5% beginning on January 1, 2016.
16
(6) Debt
Notes Payable. At June 30, 2016, the Company had $375.0 million of publicly-traded, senior unsecured notes with an annual interest rate of 4.75% that are scheduled to mature on July 15, 2022 (the "Senior Notes"). As of June 30, 2016, we were in compliance with the covenants of the Senior Notes. No events of default occurred on the Senior Notes during the three months ended June 30, 2016.
Further discussion on the Company’s notes payable is included in Note 10 (Debt) to our consolidated financial statements within our 2015 Annual Report.
Surplus Note. At June 30, 2016, the principal amount outstanding on the Surplus Note issued by Vidalia Re was $431.0 million, equal to the principal amount of the LLC Note invested asset. The principal amount of the Surplus Note and the LLC Note will fluctuate over time to coincide with the amount of reserves being contractually supported. Both the LLC Note and the Surplus Note mature on December 31, 2029 and bear interest at an annual interest rate of 4.50%. Based on the estimated reserves for ceded policies issued in 2011, 2012, 2013, and 2014, the maximum principal amounts of the Surplus Note and the LLC Note are expected to be approximately $915.0 million each.
Further discussion on the Company’s Surplus Note and LLC Note are included in Note 10 (Debt) and Note 4 (Investments) to our consolidated financial statements within our 2015 Annual Report.
(7) Stockholders’ Equity
A reconciliation of the number of shares of our common stock follows.
Common stock, beginning of period
48,297
52,169
Shares issued upon the exercise of stock options
108
89
Shares of common stock issued upon lapse
of restricted stock units ("RSUs")
322
312
Common stock retired
(2,125
(2,459
Common stock, end of period
46,602
50,111
The above reconciliation excludes RSUs, which do not have voting rights. As the RSUs lapse, we issue common shares with voting rights. As of June 30, 2016, we had a total of approximately 1.2 million RSUs outstanding, excluding the performance-based vesting stock units (“PSUs”) discussed in Note 9 (Share-Based Transactions).
Our Board of Directors authorized a share repurchase program for up to $200.0 million of our outstanding common stock in August 2015 (the “share repurchase program”) for purchases through December 31, 2016. Under the share repurchase program, we repurchased 3,088,088 shares of our common stock in open market transactions for an aggregate purchase price of approximately $140.5 million through June 30, 2016. As of June 30, 2016, there is approximately $59.5 million remaining for repurchases of our outstanding common stock under the share repurchase program.
(8) Earnings Per Share
The Company has outstanding common stock and equity awards that consist of restricted stock, RSUs, PSUs and stock options. The restricted stock and RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations.
Unvested restricted stock and unvested RSUs are deemed participating securities for purposes of calculating earnings per share ("EPS") as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares (excluding unvested restricted stock) and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our unaudited condensed consolidated statements of income.
In calculating basic EPS, we deduct any dividends and undistributed earnings allocated to unvested restricted stock and unvested RSUs from net income and then divide the result by the weighted-average number of common shares and vested RSUs outstanding for the period.
We determine the potential dilutive effect of PSUs and stock options outstanding (“contingently issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently issuable shares include: the remaining unrecognized compensation expense of the awards, the cash received for the exercise price on stock options, and the resulting effect on the income tax deduction from the vesting of PSUs and the exercise of stock options. We then use the average market price of our common shares during the period the contingently issuable shares were outstanding to determine how
many shares we could repurchase with the proceeds raised from the issuance of the contingently issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully diluted share count to determine diluted EPS.
The calculation of basic and diluted EPS follows.
Basic EPS
Numerator:
Income attributable to unvested participating securities
(491
(366
(861
(814
Net income used in calculating basic EPS
58,835
48,807
103,641
91,759
Denominator:
Weighted-average vested shares
Diluted EPS
(490
(860
(813
Net income used in calculating diluted EPS
58,836
103,642
91,760
Dilutive effect of incremental shares to be issued for
contingently issuable shares
50
25
Weighted-average shares used in calculating diluted EPS
(9) Share-Based Transactions
The Company has outstanding equity awards under its Omnibus Incentive Plan ("OIP"). The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, unrestricted stock, as well as cash-based awards. In addition to time-based vesting requirements, awards granted under the OIP also may be subject to specified performance criteria. Since 2010, the Company has issued equity awards to our management (officers and other key employees), non-employee directors, and sales force leaders under the OIP. For more information on equity awards granted under the OIP, see Note 14 (Share-Based Transactions) to our consolidated financial statements within our 2015 Annual Report.
In connection with our granting of equity awards to our management and members of the Board of Directors, we recognize expense over the requisite service period of the equity award. Additionally, to the extent that equity awards to members of our sales force are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred, we defer and amortize the fair value of these awards in the same manner as other deferred policy acquisition costs.
The impacts of equity awards granted are as follows:
Total equity awards expense recognized
2,548
1,917
Quarterly incentive awards expense deferred
2,702
4,207
5,394
7,114
On February 24, 2016, the Compensation Committee of the Board of Directors granted the following equity awards to employees in connection with the annual approval of management incentive compensation:
204,558 RSUs awarded to management with a measurement-date fair value of $41.88 per unit that have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date.
89,540 stock options awarded to the four members of our executive management team (the “executive team”) with a measurement-date fair value of $8.21 per option that have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date.
18,385 PSUs awarded under the OIP to the executive team with a measurement-date fair value of $41.88 per unit. The PSUs will be earned on March 1, 2019 contingent upon the Company achieving a target annual average three-year return on
18
adjusted equity (“ROAE”) for the period from January 1, 2016 through December 31, 2018. The actual number of PSUs that will vest will vary based on the actual ROAE relative to the target ROAE and can range from zero PSUs to 27,577.
All awards granted to employees on February 24, 2016 provide for such awards to vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. In order to be retirement eligible, an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. The number of PSUs that will ultimately vest for a retirement-eligible employee is equal to the amount calculated using the Company’s actual cumulative three-year ROAE ending on December 31, 2018, even if that employee retires prior to March 1, 2019.
(10) Commitments and Contingent Liabilities
Letter of Credit (“LOC”). Peach Re maintains a credit facility agreement with Deutsche Bank (the "Credit Facility Agreement") to support certain obligations for a portion of the Regulation XXX reserves related to the Peach Re Coinsurance Agreement. Under the Credit Facility Agreement, Deutsche Bank issued a letter of credit for the benefit of Primerica Life with a term ending on January 15, 2026. As of June 30, 2016, the Company was in compliance with all financial covenants under the Credit Facility Agreement. At June 30, 2016, the amount of the LOC outstanding was approximately $434.5 million. This amount will decline over the remaining term of the LOC to correspond with declines in the Regulation XXX reserves.
Further discussion on the Company’s letter of credit is included in Note 16 (Commitments and Contingent Liabilities) to our consolidated financial statements within our 2015 Annual Report.
Contingent Liabilities. The Company is involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters unless otherwise indicated.
The Company is currently undergoing multi-state treasurer unclaimed property audits by 30 jurisdictions focusing on the life insurance claims paying practices of its subsidiaries, Primerica Life and NBLIC. The West Virginia State Treasurer brought a suit against Primerica Life and other insurance companies alleging violations of the West Virginia unclaimed property act. Other jurisdictions may pursue similar audits, examinations and litigation. The potential outcome of such actions is difficult to predict but could subject the Company to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries and additional escheatment of funds deemed abandoned under state laws. At this time, the Company cannot reasonably estimate the likelihood or the impact of additional costs or liabilities that could result from the resolution of these matters.
(11) Other Comprehensive Income
The components of OCI, including the income tax expense or benefit allocated to each component, were as follows:
(in thousands)
Income tax expense (benefit) on unrealized foreign currency
translation gains (losses)
(10
159
(195
Change in unrealized foreign currency translation gains
(losses), net of income taxes
(1,157
3,122
Unrealized gain (losses) on available-for-sale securities:
Change in unrealized holding gains (losses) arising during
period before income taxes
Income tax expense (benefit) on unrealized holding gains
(losses) arising during period
11,749
(11,451
20,398
(5,971
Change in unrealized holding gains (losses) on available-for-sale
securities arising during period, net of income taxes
21,819
(21,269
37,886
(11,088
Reclassification from accumulated OCI to net income for (gains)
losses realized on available-for-sale securities
Income tax (expense) benefit on (gains) losses reclassified from
accumulated OCI to net income
(1,127
(211
(816
(795
losses realized on available-for-sale securities, net of income
taxes
(2,092
(1,516
(1,477
Change in unrealized gains (losses) on available-for-sale
securities, net of income taxes and reclassification adjustment
19,727
(21,660
36,370
19
ITEM 2. 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 of Primerica, Inc. (the “Parent Company”) and its subsidiaries (collectively, "we", "us" or the “Company”) for the period from December 31, 2015 to June 30, 2016. As a result, the following discussion should be read in conjunction with MD&A and the consolidated financial statements and notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2015 ("2015 Annual Report"). 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 under the heading “Risk Factors” in the 2015 Annual Report. Actual results may differ materially from those contained in any forward-looking statements.
This MD&A is divided into the following sections:
Business Overview
Business Trends and Conditions
Factors Affecting Our Results
Critical Accounting Estimates
Results of Operations
Financial Condition
Liquidity and Capital Resources
We are a leading distributor of financial products to middle income households in the United States and Canada. We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities and other financial products, which we distribute primarily on behalf of third parties. We have two primary operating segments, Term Life Insurance and Investment and Savings Products, and a third segment, Corporate and Other Distributed Products.
Term Life Insurance. We distribute the term life insurance products that we originate through our three issuing life insurance company subsidiaries: Primerica Life Insurance Company (“Primerica Life”); National Benefit Life Insurance Company (“NBLIC”); and Primerica Life Insurance Company of Canada (“Primerica Life Canada”). Our in-force term insurance policies have level premiums for the stated term period. As such, the policyholder pays the same amount each year. Initial policy term periods are between 10 and 35 years. While premiums are guaranteed to remain level during the initial term period (up to a maximum of 20 years in the United States), our claim obligations generally increase as our policyholders age. In addition, we incur significant upfront costs in acquiring new insurance business. Our deferral and amortization of policy acquisition costs and reserving methodology are designed to match the recognition of premium revenues with the timing of policy lapses and the payment of expected claims obligations.
Investment and Savings Products. In the United States, we distribute mutual fund and managed account products and variable and fixed annuity products of several third-party companies. In Canada, we offer our own Primerica-branded mutual funds, as well as mutual funds of other companies, and segregated funds, which are underwritten by Primerica Life Canada.
Corporate and Other Distributed Products. Our Corporate and Other Distributed Products segment consists primarily of revenues and expenses related to other distributed products, including various insurance products underwritten by NBLIC, prepaid legal services, and other financial products. These products, except for various insurance products underwritten by NBLIC, are distributed pursuant to distribution arrangements with third parties through our independent agent sales force. Net investment income earned on our invested asset portfolio is recorded in our Corporate and Other Distributed Products segment, with the exception of the assumed net interest accreted to our Term Life Insurance segment’s future policy benefit reserve liability less deferred acquisition costs. Interest expense incurred by the Company is attributed solely to the Corporate and Other Distributed Products segment.
The relative strength and stability of financial markets and economies in the United States and Canada 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 a Primerica 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 will influence their decisions to invest in the Investment and savings products we distribute.
The financial and distribution results of our operations in Canada, as reported in U.S. dollars, are affected by changes in the currency exchange rate. While the Canadian dollar spot rate at June 30, 2016 has improved since December 31, 2015, the average exchange rate for the quarter remained lower on a year-over-year basis. The effects of these trends and conditions are discussed below and in the Results of Operations section.
Size of Our Independent Sales Force.
Our ability to increase the size of our independent sales force is largely based on the success of our recruiting efforts as well as our ability to train and motivate recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to sales force trends and growth in recruiting and licensing is usually indicative of future growth in the overall size of the sales force. Recruiting results do not always result in commensurate changes in the size of our licensed sales force because new recruits may obtain the requisite licenses at rates above or below historical levels.
Regulatory changes can also impact the size of our independent sales force. For example, the insurance regulators in Canada have recently implemented a new life insurance licensing examination program. We believe that the new licensing program has the potential to result in a decrease in the number of applicants who obtain their life insurance licenses in Canada. However, we have undertaken efforts to adapt our licensing process to the new program in order to help mitigate any such decline. In addition, the Canadian regulators have committed to evaluate the new program in an effort to ensure that it will remain an entry level credentialing exam constructed in accordance with generally accepted psychometric principles.
Details on new recruits and life-licensed sales representative activity were as follows:
New recruits
65,273
60,246
128,700
113,546
New life-licensed sales representatives
12,171
10,439
21,837
17,925
New recruits increased for the three and six months ended June 30, 2016 compared to the prior year period primarily due to the continued positive momentum in our business. New life-licensed sales representatives increased during the three and six months ended June 30, 2016 compared to the prior year period largely due to growth in recruiting levels and our strong focus on training and encouraging new representatives to become licensed to sell life insurance.
The size of our life-licensed sales force was as follows:
March 31, 2016
Life-licensed insurance sales representatives
112,365
108,220
106,710
The size of our life-licensed sales force at June 30, 2016 increased compared to March 31, 2016 and December 31, 2015 primarily due to the recent growth in new life-licensed representatives and slightly lower non-renewals and terminations during the second quarter of 2016 compared to the first quarter of 2016 and the fourth quarter of 2015.
Term Life Insurance Product Sales and Face Amount In Force.
The average number of life-licensed 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 sales representative (historically between 0.18 and 0.22), were as follows:
Average number of life-licensed sales representatives
110,261
99,487
108,862
98,920
Number of new policies issued
77,384
68,097
143,760
123,774
Average monthly rate of new policies issued per life-
licensed sales representative
0.23
0.22
0.21
The average monthly rate of new policies issued per life-licensed sales representative during the three months ended June 30, 2016 remained consistent with the three months ended June 30, 2015 and slightly above the historical range. The increase in the number of new policies issued during the three months ended June 30, 2016 compared to the prior year period was largely driven by our larger distribution network over recent periods.
The average monthly rate of new policies issued per life-licensed sales representative was relatively consistent during the six month periods ended June 30, 2016 and 2015 and near the high end of the historical range. The number of new policies issued increased during the six months ended June 30, 2016 compared to the prior year period primarily due to the same factors discussed above in the three-month comparison.
21
The changes in the face amount of our in-force book of term life insurance policies were as follows:
% of beginning balance
(Dollars in millions)
Face amount in force, beginning
of period
704,632
678,517
693,194
681,927
Net change in face amount:
Issued face amount
23,145
20,585
42,935
37,766
Terminations
(12,700
)%
(12,064
(26,514
(25,408
Foreign currency
(321
*
1,125
5,141
(6,122
Net change in face amount
10,124
9,646
21,562
6,236
Face amount in force,
end of period
714,756
688,163
Less than 1%.
The face amount of term life insurance policies in force as of June 30, 2016 increased 4% as compared with June 30, 2015, which was primarily attributable to the impact of strong policy sales and consistent persistency levels, which allowed issued face amount to outpace policy terminations.
As a percentage of the increased beginning face amount in force, issued face amount as well as terminations remained consistent during each of the three and six months ended June 30, 2016 and the three and six months ended June 30, 2015. The year-over-year impact of foreign currency translation on face amount in force was minimal during the three-month periods ending June 30, 2016 and 2015. During the six months ended June 30, 2016, the strengthening of the Canadian dollar spot rate relative to the U.S. dollar contributed to the increase in face amount in force. During the six months ended June 30, 2015, the opposite effect of the weakening of the Canadian dollar spot rate relative to the U.S. dollar partially offset the growth in the overall face amount in force.
Investment and Savings Products Sales and Asset Values and Accounts.
Investment and savings products sales and average client asset values were as follows:
Change
Product sales:
Retail mutual funds
853
(16
1,662
1,725
(63
Annuities and other
498
543
(45
(8
932
1,022
(90
(9
Total sales-based revenue
generating product sales
1,351
1,412
2,594
2,747
(153
Managed investments
55
72
(17
(27
Segregated funds and other
64
83
(19
(23
151
197
Total product sales
1,470
(97
2,846
3,082
(236
Average client asset values:
30,289
31,271
(982
29,578
(1,469
14,678
14,455
223
14,377
14,269
1,680
1,526
154
1,631
1,486
145
Segregated funds
2,289
2,381
(92
2,204
2,385
(181
Total average client asset
values
48,936
49,633
(697
47,790
49,187
(1,397
22
The rollforward of asset values in client accounts was as follows:
Asset values, beginning of period
48,174
49,195
47,353
48,656
Net change in asset values:
Inflows
Redemptions
(1,222
(1,267
(2,376
(2,513
Net inflows
248
300
470
569
Change in market value, net
983
(245
1,026
759
Foreign currency, net
122
523
(612
Net change in asset values
1,198
177
2,019
716
Asset values, end of period
49,372
Average number of fee-generating positions was as follows:
Positions
(Positions in thousands)
Average number of fee-generating
positions:
Recordkeeping and custodial
2,200
2,165
2,196
2,116
80
Recordkeeping only
684
657
27
675
642
33
Total average number of
fee-generating positions
2,884
2,822
62
2,871
2,758
113
Changes in Investment and Savings Products Sales and Asset Values and Accounts during the Three Months Ended June 30, 2016
Product sales. The decrease in product sales during the three months ended June 30, 2016 compared with the prior year period was largely attributable to lower customer demand driven by uncertainty in the investment markets as well by industry-wide weakness in variable annuity sales. The investment products we offer our clients are invested in diversified funds comprised mainly of U.S. and Canadian equity and fixed-income securities and the attractiveness of these investments was adversely impacted by price volatility in these markets during the three months ended June 30, 2016.
Average client asset values. The slight decrease in average client asset values in the second quarter of 2016 compared with the prior year period was largely attributable to the lower beginning of period client asset values in 2016 as compared with 2015.
Rollforward of client asset values. Client asset values during the three months ended June 30, 2016 increased primarily due to a modest increase in market value during the second quarter of 2016. Despite lower product sales, inflows from product sales outpaced redemptions and remained consistent as a percentage of beginning client asset values when compared with the three months ended June 30, 2015.
Average number of fee-generating positions. The average number of fee-generating positions during the three months ended June 30, 2016 increased from the prior year period primarily due to the cumulative effect of product sales of mutual funds and managed accounts investments that are serviced on the Company’s recordkeeping and custodial services platform.
Changes in Investment and Savings Products Sales and Asset Values and Accounts during the Six Months Ended June 30, 2016
Product sales. Investment and savings products sales decreased during the six months ended June 30, 2016 compared with the prior year period due to the same factors impacting product sales as described in the three-month comparison.
Average client asset values. The decline in average client asset values during the six months ended June 30, 2016 compared with the prior year period was largely due to market volatility as well as the impact of the lower average value of the Canadian dollar in the first quarter of 2016 versus the first quarter of 2015.
Rollforward of client asset values. The increase in client asset values during the six months ended June 30, 2016 was largely due to the same factors impacting the rollforward of client asset values as discussed above in the three-month comparison as well as the positive effect on the translated U.S. dollar value of Canadian client assets in 2016 caused by an improved Canadian dollar period end spot rate. During the second quarter of 2015, the negative impact of a lower Canadian dollar period end spot rate on the translated amount of Canadian client assets partially offset the positive market performance of client assets and product sales in excess of redemptions.
Average number of fee-generating positions. The average number of fee-generating positions during the six months ended June 30, 2016 increased from the prior year period primarily due to the same factors impacting average number of fee-generating positions as described above in the three-month comparison as well as the addition of a mutual fund provider on our recordkeeping and custodial services platform that occurred in March 2015.
Other business trends and conditions.
Regulatory changes can also impact our product sales. On April 8, 2016, the Department of Labor (“DOL”) published a final regulation (“the DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act and Internal Revenue Code (“IRC”) Section 4975. IRC Section 4975 prohibits certain types of compensation paid by third parties with respect to transactions involving assets in qualified accounts, including individual retirement accounts (“IRAs”). In connection with the DOL Fiduciary Rule, the DOL also issued new exemptions and amended the existing exemptions. In so doing, the DOL stated its intent to avoid disruption of common compensation arrangements provided the conditions of the exemptions are met. The DOL Rule has an applicability date of April 10, 2017 with the application of certain requirements delayed until January 1, 2018.
IRAs and other qualified accounts are an important component of the investment and savings products we distribute. We believe that the DOL Fiduciary Rule will necessitate certain changes to our qualified plan business in order for us to continue to help investors save for retirement. We are diligently working through our evaluation of the DOL Fiduciary Rule but have not yet finalized our plans or determined the extent and nature of those changes. As a result, we are currently unable to quantify the impact on our business, financial position or results of operations. During the year ended December 31, 2015, average client assets held in U.S. qualified retirement plans accounted for an estimated 59% of total average client account assets. During the year ended December 31, 2015, product sales of assets held in U.S. qualified retirement plans accounted for approximately 55% of total investment and savings product sales.
Term Life Insurance Segment. Our Term Life Insurance segment results are primarily driven by sales volumes, the accuracy of 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 will have a more immediate effect on our cash flows.
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 our individual sales representatives generally remains within a relatively narrow range (i.e., an average monthly rate of new policies issued per life-licensed sales representative between 0.18 and 0.22), and consequently, our sales volume over the longer term generally correlates to the size of our 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 our term life insurance policies. The pricing assumptions that underlie our rates are based upon our best estimates of mortality, persistency 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 used to price our products.
Mortality. Our profitability will fluctuate to the extent actual mortality rates differ from those used in our pricing assumptions. We mitigate a significant portion of our mortality exposure through reinsurance.
24
Interest Rates. We use an assumption for future interest rates that initially reflects the current low interest rate environment gradually increasing to a level consistent with historical experience. 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 the Term Life Insurance segment in an amount equal to the assumed net interest accreted to the segment’s U.S. generally accepted accounting principles (“U.S. GAAP”)-measured 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. Since the mid-1990s, we have reinsured between 60% and 90% of the mortality risk on our U.S. term life insurance policies on a quota share yearly renewable term ("YRT") basis. In Canada, we previously utilized reinsurance arrangements similar to the U.S. in certain years and reinsured only face amounts above $500,000 in other years. However, in the first quarter of 2012, we entered into a YRT reinsurance arrangement in Canada similar to our U.S. program. YRT reinsurance permits us to set future mortality at contractual rates by policy class. 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") and ceded between 80% and 90% of the risks and rewards of our term life insurance policies that were in force at year-end 2009. We continue to administer all policies subject to these coinsurance agreements.
The effect of our reinsurance arrangements on ceded premiums and benefits and expenses on our statement 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 under the IPO coinsurance transactions. 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 our U.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. Our 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 distribution fees, and the number of recordkeeping and custodial fee-generating positions we administer.
Sales. We earn commissions and fees, such as dealer re-allowances, and marketing and support fees, based on sales of mutual fund products and annuities. Sales of investment and savings products are influenced by the overall demand for investment products in the United States and Canada, as well as by the size and productivity of our sales force. We generally experience seasonality in our 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 our 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 to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory fees
on assets in the managed investments program. In Canada, we earn management fees on certain mutual fund assets and 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.
Accounts. We earn recordkeeping fees for administrative functions we perform on behalf of several of our retail and managed mutual fund providers. An individual client account may include multiple fund positions for which we earn recordkeeping fees. We may also receive fees earned for non-bank custodial services that we provide to clients with retirement plan accounts.
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 in the 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 and segregated funds products will generally extend the time over which revenues can be earned because we are entitled to higher revenues based on assets under management for these accounts in lieu of upfront revenues; and
sales of a higher proportion of mutual fund products and the composition of the fund families sold will impact the timing and amount of revenue we earn given the marketing, support, recordkeeping and custodial services we provide for the various mutual fund products we distribute.
Corporate and Other Distributed Products Segment. We earn revenues and pay commissions and referral fees for various other insurance products, prepaid legal services and other financial products, all of which are originated by third parties. NBLIC also has in-force policies from several discontinued lines of insurance, including its closed block of student life insurance business.
Corporate and Other Distributed Products segment net investment income reflects actual net investment income realized by the Company less the amount allocated to our Term Life Insurance segment based on the assumed net interest accreted to the segment’s U.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 is also affected by corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to our Term Life Insurance or Investment and Savings Products segments), interest expense on notes payable and reserve financing transactions 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 Notes and our common stock. For additional information regarding our capital structure, see Note 6 (Debt) and Note 7 (Stockholders’ Equity) to our unaudited condensed consolidated financial statements included elsewhere in this report.
Foreign Currency. The Canadian dollar is the functional currency for our Canadian subsidiaries and our financial results, reported in U.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 the U.S. dollar. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Canadian Currency Risk included in our 2015 Annual Report and Note 2 (Segment and Geographical Information) to our unaudited condensed 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.
We prepare our financial statements in accordance with U.S. GAAP. These principles are established primarily by the Financial Accounting Standards Board ("FASB"). The preparation of financial statements in conformity with U.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 in our 2015 Annual Report. The most significant items on our condensed 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 due from reinsurers, income taxes, 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.
26
Accounting Policy Changes. During the three months ended June 30, 2016, there have been no changes in the accounting methodology for items that we have identified as critical accounting estimates. For additional information regarding our critical accounting estimates, see the Critical Accounting Estimates section of MD&A included in our 2015 Annual Report.
Primerica, Inc. and Subsidiaries Results. Our results of operations were as follows:
23,941
43,612
(171
(2,378
24,112
45,990
(2,248
(6,262
Investment income net of
investment expenses
3,212
4,956
1,898
70
3,578
69
1,314
1,378
Realized investment gains (losses),
including other-than-temporary
impairment losses
2,843
476
776
41
2,706
4,960
28,727
46,842
6,463
14,940
Amortization of DAC
2,336
9,254
(1,353
(3,167
4,282
3,244
327
1,285
(1,464
(2,966
3,081
5,795
13,672
28,385
15,055
18,457
4,902
6,528
10,153
11,929
Results for the Three Months Ended June 30, 2016 and 2015
Total revenues. Total revenues for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 increased primarily due to incremental premiums on term life insurance policies that are not subject to the IPO coinsurance transactions as well as growth in direct premiums from strong term life insurance sales in recent periods. Also contributing to the increase in revenues was the higher realized investment gains we recognized from the sale of certain securities where the Company was able to reduce its exposure to specific issuers. The increase in net premiums and realized investment gains was partially offset by the decline in commissions and fees, which was mostly attributable to a decline in Investment and Savings Products segment sales.
The increase in net investment income for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 was primarily driven by a higher market return on the deposit asset backing a 10% coinsurance agreement that is subject to deposit method accounting. Interest expense on surplus note will fluctuate from period to period along with the principal amount of our surplus note (the “Surplus Note”) based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by our Vidalia Re, Inc. (“Vidalia Re”) captive insurance company. Investment income earned on our held-to-maturity invested asset completely offsets the interest expense on Surplus Note, thereby eliminating any impact on net investment income.
For more information on the Surplus Note, see Note 6 (Debt) and for additional information on the redundant reserve financing transaction used by Vidalia Re, see Note 3 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.
The increase in other, net revenues for the three months ended June 30, 2016 compared to the prior year period was driven by the increase in fees collected for our web-based sales force support system. The growth in these fees has been accompanied by higher technology spending and resource utilization incurred to enhance the support system’s tools, mobile application functionality, and accommodate increased capacity. We allocate fees collected for our web-based sales force support system between our Term Life
Insurance segment and our Investment and Savings Products segment based on the estimated number of sales force representatives that are licensed to sell products in each respective segment.
Total benefits and expenses. The growth in total benefits and expenses for the three months ended June 30, 2016 was largely the result of the growth in revenue-related costs which included benefits and claims, amortization of DAC, insurance expenses, insurance commissions, and other operating expenses, which includes increased technology costs incurred to support business growth. Partially offsetting the growth in benefits and expenses was the decrease in Investment and Savings Products segment commissions, which was largely in line with the percentage decrease in commissions and fees revenues.
Income taxes. Our effective income tax rate was 35.4% and 36.0% for the three months ended June 30, 2016 and 2015, respectively.
The difference in the rate was attributable to a change made in the second quarter of 2015 that resulted in an increase in the amount of estimated earnings that may be repatriated from our Canadian subsidiaries to the U.S. and are subject to a higher U.S. corporate income tax rate. An income tax expense adjustment was recorded in the second quarter of 2015 to account for the year-to-date impact of the repatriation increase, resulting in an incrementally higher income tax expense in the second quarter of 2015 relative to the second quarter of 2016.
Results for the Six Months Ended June 30, 2016 and 2015
Total revenues. Total revenues for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 increased primarily due to the same factors impacting total revenues as discussed above in the three-month comparison.
Total benefits and expenses. The growth in total benefits and expenses for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 was mostly attributable to the same factors impacting total benefits and expenses as discussed above in the three-month comparison.
Income taxes. Our effective income tax rate was relatively consistent at 35.5% during each of the six months ended June 30, 2016 and 2015.
For additional information, see the Segment Results discussions below.
Segment Results
Term Life Insurance Segment Results. Our results for the Term Life Insurance segment were as follows:
604,117
579,873
24,244
1,193,361
1,149,036
44,325
(404,492
(404,211
281
(797,763
(799,333
(1,570
199,625
175,662
23,963
395,598
349,703
45,895
Allocated net investment income
1,871
1,436
435
30
3,721
2,840
881
31
9,183
7,291
1,892
17,638
14,040
3,598
26,290
50,374
83,835
78,268
5,567
170,630
156,258
14,372
36,477
32,797
3,680
77,702
67,814
9,888
31,255
27,253
4,002
62,465
59,764
2,701
1,094
1,382
(288
2,062
1,983
79
152,661
139,700
12,961
312,859
285,819
27,040
13,329
23,334
29
Net premiums. The growth in net premiums for the three months ended June 30, 2016 compared to the prior year period was attributable to the combined effect of increased direct premiums while ceded premiums remained consistent. Direct premiums increased on a year-over-year basis due to strong policy sales in recent periods and the overall growth in face amount in force. Although direct premiums were higher, ceded premiums for the three months ended June 30, 2016 were flat compared to the prior year period as the increase in yearly renewable term ceded premiums related to new sales was offset by the run-off of business subject to the IPO coinsurance transactions. The dynamic of growing direct premiums not subject to the IPO coinsurance transactions coupled with the run-off of business subject to the IPO coinsurance transactions caused net premiums to grow faster than direct premiums.
Benefits and claims. The increase in benefits and claims for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 was primarily driven by the growth in our business. However, benefits and claims increased at a slower rate than net premiums as a result of incurred claims experience during the second quarter of 2016 being lower than historical experience, which
28
had an estimated impact of approximately $2 million. Also contributing to the slower rate of growth in benefits and claims relative to net premiums was incurred claims experience during the comparable period in the prior year that were estimated to be approximately $1 million higher than if it were in line with historical experience.
Amortization of DAC. The amortization of DAC for the three months ended June 30, 2016 compared to the prior year period increased largely due to the increase in net premiums. The growth in DAC amortization did not increase at the same rate as the growth in net premiums due to the impact of slightly favorable persistency experience in the second quarter of 2016 compared to the prior year period.
Insurance expenses. Insurance expenses for the three months ended June 30, 2016 compared to the prior year period increased primarily due to higher technology spending, as discussed above in the consolidated “Primerica, Inc. and Subsidiaries Results”, which accounted for approximately $2.2 million of higher expenses. In addition, growth in the business accounted for approximately $1.8 million of the increase in insurance expenses.
Net premiums. Net premiums grew for the six months ended June 30, 2016 compared to the prior year period mostly due to the same factors impacting net premiums as discussed above in the three-month comparison.
Benefits and claims. In comparing the six months ended June 30, 2016 to the six months ended June 30, 2015, benefits and claims increased at a slower rate than net premiums primarily due to lower incurred claims experience during the second quarter of 2016 as discussed above in the three-month comparison. In addition, the impact of modestly lower persistency on policy reserves during the first quarter of 2016 versus the first quarter of 2015 contributed to the slower rate of growth in benefits and claims in the current year period.
Amortization of DAC. The increase in amortization of DAC for the six months ended June 30, 2016 compared to the prior year period was primarily driven by growth in net premiums. The rate at which DAC amortization increased was slightly higher than the growth rate in net premiums due to the impact of modestly lower persistency during the first quarter of 2016 as compared with the first quarter of 2015, which more than offset the effect of slightly higher persistency during the second quarter of 2016 that was noted in the three-month comparison above.
Insurance expenses. Insurance expenses for the six months ended June 30, 2016 compared to the prior year period increased due to higher growth-related expenses of approximately $3.2 million and higher technology expenses of approximately $3.8 million. Partially offsetting the increase in insurance expenses were lower employee-related expenses of approximately $3.3 million due to the change in the Company’s management structure in the first quarter of 2015, which reallocated expenses from the Term Life Insurance segment to the Corporate and Other Distributed Products segment.
Investment and Savings Products Segment Results. Investment and Savings Products segment results were as follows:
Commissions and fees:
Sales-based revenues
59,057
63,072
(4,015
115,276
123,107
(7,831
Asset-based revenues
59,541
59,144
397
114,848
115,981
(1,133
Account-based revenues
11,611
10,994
617
22,920
21,447
1,473
2,484
613
4,685
3,620
1,065
(2,388
(6,426
Expenses:
1,704
2,901
(1,197
(41
3,623
4,101
(478
2,182
702
5,515
4,153
1,362
Sales commissions:
Sales-based
42,040
44,595
(2,555
82,367
87,038
(4,671
Asset-based
24,907
24,059
848
48,000
47,309
691
25,094
23,598
1,496
50,469
48,765
Total expenses
96,629
97,335
(706
189,974
191,366
(1,392
(1,682
(5,034
(7
Commissions and fees. The decrease in commissions and fees during the three months ended June 30, 2016 compared to the prior year period was largely attributable to lower sales-based revenue driven by market uncertainty as well as industry-wide weakness in variable annuity sales. Asset-based revenue remained flat year-over-year reflecting consistent average client asset values. Account-based revenue increased primarily due to the increase in the average number of fee-generating positions.
Amortization of DAC. During the three months ended June 30, 2016, amortization of DAC decreased compared to the prior year period primarily due to stronger Canadian segregated fund market performance in the second quarter of 2016, which contributed to approximately $1.1 million in lower DAC amortization year-over-year.
Insurance commissions. During the three months ended June 30, 2016, insurance commissions increased due in large part to a change in trail commission rates earned by the sales force on our Canadian segregated funds during the second quarter of 2015.
Sales commissions. The decrease in sales-based commissions in the three months ended June 30, 2016 compared to the prior year period was relatively consistent with the decline in sales-based revenues noted above. The increase in asset-based commissions outpaced the increase in asset-based revenue primarily due to the mix of asset-based commissions paid on Canadian client mutual fund assets and U.S. client mutual fund assets.
Other operating expenses. The increase in other operating expenses in the three months ended June 30, 2016 compared to the prior year period was driven by a combination of items including growth in account-based expenses, investments in new product offerings, and higher technology spending to enhance our web-based sales force support system.
Commissions and fees. The decrease in commissions and fees during the six months ended June 30, 2016 compared to the prior year period was largely attributable to the same factors impacting sales-based and asset-based revenues discussed above in the three-month comparison. For the six months ended June 30, 2016, account-based revenue increased primarily due to the increase in the average number of fee-generating positions as well as the addition of a mutual fund company to our recordkeeping and custodial services platform during the second quarter of 2015.
Amortization of DAC. During the six months ended June 30, 2016, amortization of Canadian segregated funds DAC decreased compared to the prior year period mainly due to the impact of favorable market performance of the underlying funds during the second quarter of 2016, partially offset by comparatively lower market performance in the first quarter of 2016 versus 2015.
Insurance commissions. The increase in insurance commissions during the six months ended June 30, 2016 compared to the prior year period was attributable to the same factors impacting insurance commissions as described above in the three-month comparison.
Sales commissions. The decrease in sales commissions in the six months ended June 30, 2016 compared to the prior year period was mainly driven by the same trends discussed above in the three-month comparison.
Other operating expenses. The increase in other operating expenses in the six months ended June 30, 2016 compared to the prior year period was largely the result of similar items impacting other operating expenses as described above in the three-month comparison.
Corporate and Other Distributed Products Segment Results. Corporate and Other Distributed Products segment results were as follows:
8,072
8,375
(303
15,958
16,671
(713
(2,191
(2,643
(452
(4,254
(5,062
(808
5,881
5,732
149
11,704
11,609
95
6,693
5,940
12,679
11,450
Allocated investment income net
of investment expenses
23,123
20,346
2,777
46,666
42,591
4,075
18,518
17,639
879
37,906
37,409
497
including OTTI losses
1,340
1,139
201
2,573
2,276
297
4,825
2,894
5,149
4,253
896
9,331
8,763
568
539
686
147
524
680
(156
1,771
1,491
280
3,872
3,329
494
581
(87
(15
1,042
(13
2,845
354
6,422
5,609
813
19,744
18,159
1,585
41,739
37,648
4,091
38,074
36,657
1,417
77,280
74,543
2,737
Loss before income taxes
(3,408
(157
Total revenues. The increase in total revenues for the three months ended June 30, 2016 compared to the prior year period was primarily attributable to the net realized investment gains recognized in the second quarter of 2016 discussed in the consolidated “Primerica, Inc. and subsidiaries” results section above. Net premiums for the closed blocks of business issued by our NBLIC subsidiary remained relatively consistent with the prior year period. Commissions and fees revenue increased year-over-year due to the continued impact from stronger sales of other fee-based distributed products. The increase in allocated net investment income was driven by the same factors discussed in the consolidated “Primerica, Inc. and Subsidiaries Results” discussion earlier in this section.
Total benefits and expenses. The increase in total benefits and expenses for the three months ended June 30, 2016 compared to the prior year period was largely due to higher employee-related expenses in other operating expenses, partially offset by the reduction in the interest expense incurred on our 10% coinsurance agreement. For more information on the reduction of the finance charge incurred on our 10% coinsurance agreement, refer to Note 5 (Reinsurance) to our unaudited condensed consolidated financial statements included elsewhere in this report.
Total revenues. The increase in total revenues for the six months ended June 30, 2016 was primarily due to the factors discussed above in the three-month comparison. For the six months ended June 30, 2016, the year-over-year change in net realized investment gains was primarily attributable to the same factors discussed in the consolidated “Primerica, Inc. and subsidiaries” results section above.
Total benefits and expenses. The increase in total benefits and expenses for the six months ended June 30, 2016 compared to the prior year period was primarily due to the items described above in the three-month comparison as well as the attribution of expenses between segments in the first quarter as described in the Term Life Insurance segment discussion above.
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 the U.S. and Canada. As of June 30, 2016, we did not hold any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio. In addition, as of June 30, 2016, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio.
We may direct our investment managers to invest some of our invested asset portfolio in currencies other than the U.S. dollar. For example, a portion of our portfolio is invested in assets denominated in Canadian dollars, which, at minimum, would equal our reserves for policies denominated in Canadian dollars. 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 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 on December 31, 2029, 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 of Primerica Life. For more information on the LLC Note, see Note 3 (Investments) to our unaudited condensed 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 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 could result in significant losses, realized or unrealized, in the value of our
invested asset portfolio. Additionally, with respect to some of our investments, we are subject to prepayment and, therefore, reinvestment risk.
Details on asset mix (excluding our held-to-maturity security) were as follows:
Average rating of our fixed-maturity portfolio
A-
Average duration of our fixed-maturity portfolio
4.1 years
4.0 years
Average book yield of our fixed-maturity portfolio
4.40%
The distribution of our investments in fixed-maturity securities (excluding our held-to-maturity security) by rating follows:
AAA
255,485
292,169
AA
152,460
125,682
359,201
386,140
BBB
778,690
801,732
Below investment grade
91,054
89,301
Not rated
2,291
377
1,639,181
100
1,695,401
The ten largest holdings within our invested asset portfolio (excluding our held-to-maturity security) were as follows:
Issuer
Unrealized gain (loss)
Credit rating
25,151
23,478
1,673
National Rural Utilities Cooperative
11,787
10,267
1,520
General Electric Co
9,548
605
AA+
Wells Fargo & Co
9,645
9,048
Iberdrola SA
9,024
8,473
551
BBB+
National Fuel Gas Co
8,694
8,066
Province of Ontario Canada
8,644
7,926
718
AA-
Anheuser-Busch InBev SA/NV
8,504
7,837
667
TransCanada Corp
8,349
423
US Bancorp
8,052
7,381
671
Total – ten largest holdings
108,003
99,950
8,053
Total – fixed-maturity and equity securities
1,783,826
1,678,588
Percent of total fixed-maturity and equity securities
For additional information on our invested asset portfolio, see Note 3 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.
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 outstanding. At June 30, 2016, the Parent Company had cash and invested assets of approximately $99.7 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 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 our sales force, 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.
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.
We may seek to enhance our liquidity position or capital structure through borrowings from third-party sources, sales of debt or equity securities, reserve financings 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.
Cash Flows. The components of the change in cash and cash equivalents were as follows:
20,047
58,145
18,953
3,687
100,832
Operating Activities. The increase in operating cash flows during the six months ended June 30, 2016 was primarily driven by the timing of when cash payments were received from reinsurers for ceded claims. Partially offsetting the increase in operating cash flows were higher payments for acquisition costs in 2016 compared to 2015 due to the growth in new term life insurance policies issued.
Investing Activities. During the six months ended June 30, 2016, cash from investing activities increased as compared to the same period in 2015. Share repurchase activity contributed to the increase in cash provided by investing activities as the Company accumulated a higher amount of cash proceeds derived from invested assets in 2016 to fund share repurchases of our common stock. In 2015, a higher balance of cash on-hand at the beginning of the period was available to fund share repurchases than in the same period in 2016. In addition, the amount of cash on hand increased during the six months ended June 30, 2016 versus the six months ended June 30, 2015 due to lower purchases of available-for-sale investments during the current year period.
Financing Activities. Cash used in financing activities decreased during the first six months of 2016 compared to the first six months of 2015 as repurchases of our common stock in the current year did not reach the level of repurchases that were made in the prior year. The higher amount of share repurchases in the prior year was primarily driven by the acceleration of repurchases made under the share repurchase program.
Risk-Based Capital (“RBC”). The National Association of Insurance Commissioners has established RBC standards for U.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 June 30, 2016, our U.S. life insurance subsidiaries had statutory capital substantially in excess of the applicable statutory requirements to support existing operations and to fund future growth. Primerica Life’s RBC ratio remained well positioned to support existing operations and fund future growth.
In Canada, an insurer’s minimum capital requirement is overseen by the Office of the Superintendent of 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 of June 30, 2016, Primerica Life Canada was in compliance with Canada’s minimum capital requirements as determined by OSFI.
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 established Peach 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, 2012, 2013 and 2014 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. See Note 10 (Commitments and Contingent Liabilities), Note 3 (Investments) and
Note 6 (Debt) to our unaudited condensed consolidated financial statements included elsewhere in this report for more information on these redundant reserve financing transactions.
Notes Payable. The Company has $375.0 million of publicly-traded, Senior Notes outstanding with an annual interest rate of 4.75%, payable semi-annually in arrears on January 15 and July 15. The Senior Notes mature July 15, 2022.
We were in compliance with the covenants of the Senior Notes at June 30, 2016. No events of default(s) occurred during the three months ended June 30, 2016.
Rating Agencies. There have been no changes to Primerica, Inc.'s Senior Notes ratings or Primerica Life's financial strength ratings since December 31, 2015.
Short-term Borrowings. We had no short-term borrowings as of or during the three months ended June 30, 2016.
Surplus Note. Vidalia Re issued the Surplus Note in exchange for a credit enhanced note (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 on December 31, 2029. For more information on the Surplus Note, see Note 6 (Debt) to our unaudited condensed consolidated financial statements included elsewhere in this report.
Off-Balance Sheet Arrangements. Our off-balance sheet arrangements as of June 30, 2016 consisted of the letter of credit issued under the credit facility agreement with Deutsche Bank (the “Credit Facility Agreement”) and associated with the Peach Re Redundant Reserve Financing Transaction as described in Note 10 (Commitments and Contingent Liabilities) to our unaudited condensed consolidated financial statements included elsewhere in this report.
Contractual Obligations Update. There has been no material change in contractual obligations from those disclosed in the 2015 Annual Report.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Investors are cautioned that certain statements contained in this report as well as some statements in periodic press releases and some oral statements made by our officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions, or future conditional verbs such as “may”, “will”, “should”, “would”, and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included herein.
Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others:
our failure to continue to attract new recruits, retain sales representatives or license or maintain the licensing of our sales representatives would materially adversely affect our business, financial condition and results of operations;
there are a number of laws and regulations that could apply to our distribution model, which subject us to the risk that we may have to modify our distribution structure;
there may be adverse tax, legal or financial consequences if the independent contractor status of our sales representatives is overturned;
the Company or its independent sales representatives' violation of, or non-compliance with, laws and regulations and the related claims and proceedings could expose us to material liabilities;
any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations;
we may face significant losses if our actual experience differs from our expectations regarding mortality or persistency;
the occurrence of a catastrophic event could materially adversely affect our business, financial condition and results of operations;
our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations;
a decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business, financial condition and results of operations;
a significant ratings downgrade by a ratings organization could materially adversely affect our business, financial condition and results of operations;
the failure by any of our reinsurers to perform its obligations to us could have a material adverse effect on our business, financial condition and results of operations;
34
our investment and savings products segment is heavily dependent on mutual fund and annuity products offered by a relatively small number of companies, and, if these products fail to remain competitive with other investment options or we lose our relationship with one or more of these fund companies or with the source of our annuity products, our business, financial condition and results of operations may be materially adversely affected;
our ability to launch and execute levelized compensation and advisory platform programs consistent with applicable regulations;
the failure of mutual fund and variable annuity product manufacturers to manufacture levelized compensation product offerings;
the Company or its securities-licensed sales representatives' violations of, or non-compliance with, laws and regulations could expose us to material liabilities;
if heightened standards of conduct or more stringent licensing requirements, such as those proposed by the SEC and adopted by the DOL, are imposed on us or our sales representatives or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations;
if our suitability policies and procedures were deemed inadequate, it could have a material adverse effect on our business, financial condition and results of operations;
our sales force support tools may fail to appropriately identify financial needs or suitable investment products;
non-compliance with applicable regulations could lead to revocation of our subsidiary's status as a non-bank custodian;
as our securities sales increase, we become more sensitive to performance of the equity markets;
credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio could materially adversely affect our business, financial condition and results of operations;
valuation of our investments and the determination of whether a decline in the fair value of our invested assets is other-than-temporary are based on estimates that may prove to be incorrect;
changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations;
the effects of economic down cycles in the United States and Canada could materially adversely affect our business, financial condition and results of operations;
we are subject to various federal, state and provincial laws and regulations in the United States and Canada, changes in which or violations of which may require us to alter our business practices and could materially adversely affect our business, financial condition and results of operations;
litigation and regulatory investigations and actions may result in financial losses and harm our reputation;
the current legislative and regulatory climate with regard to financial services may adversely affect our business, financial condition, and results of operations;
the inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders;
a significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability;
the loss of key employees and sales force leaders could negatively affect our financial results and impair our ability to implement our business strategy;
if one of our significant information technology systems fails, if its security is compromised or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected;
in the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business, financial condition and results of operations;
we may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar.
Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock.
The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in our exposures to market risk since December 31, 2015. For details on the Company's interest rate, foreign currency exchange, and credit risks, see "Item 7A. Quantitative and Qualitative Information About Market Risks" in our 2015 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report
(the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS.
We are involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Additional information regarding certain legal proceedings to which we are a party is described under “Contingent Liabilities” in Note 10 (Commitments and Contingent Liabilities) to our unaudited condensed consolidated financial statements included elsewhere in this report, and such information is incorporated herein by reference. As of the date of this report, we do not believe any pending legal proceeding to which Primerica or any of its subsidiaries is a party is required to be disclosed pursuant to this item.
ITEM 1A. RISK FACTORS.
The following supplements and amends the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2015, which are incorporated herein by reference.
If heightened standards of conduct or more stringent licensing requirements, such as those proposed by the Securities and Exchange Commission (“SEC”) and those adopted by the Department of Labor (“DOL”), are imposed on us or our sales representatives or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business, financial condition and results of operations.
Our U.S. sales representatives are subject to federal and state regulation as well as state licensing requirements. PFS Investments, which is regulated as a broker-dealer, and our U.S. sales representatives are currently subject to general anti-fraud limitations under the Exchange Act and SEC rules and regulations, as well as other conduct standards prescribed by the Financial Industry Regulatory Authority (“FINRA”). These standards generally require that broker-dealers and their sales representatives disclose conflicts of interest that might affect the advice or recommendations they provide and require them to make suitable investment recommendations to their customers. In January 2011 under the authority of the Dodd-Frank Act, which gives the SEC the power to impose on broker-dealers a heightened standard of conduct that is currently applicable only to investment advisers, the SEC staff submitted a report to Congress in which it recommended that the SEC adopt a fiduciary standard of conduct for broker-dealers that is uniform with that of investment advisors. The SEC has slated the rule on its regulatory agenda for “long-term action” without a specific timetable.
On April 8, 2016, the DOL published a final regulation (the “DOL Fiduciary Rule”), which more broadly defines the circumstances under which a person or entity may be considered a fiduciary for purposes of the prohibited transaction rules of the Employee Retirement Income Security Act and IRC Section 4975. IRC Section 4975 prohibits certain types of compensation paid by third parties with respect to transactions involving assets in qualified accounts, including individual retirement accounts (“IRAs”). Simultaneously with publication of the DOL Fiduciary Rule, the DOL issued new, and amended existing, exemptions (the “Prohibited Transaction Exemptions”) intended, among other things, to allow advisers and their firms to continue to receive common forms of compensation that would otherwise be prohibited due to the DOL Fiduciary Rule, provided the conditions of the exemptions are met. The DOL Fiduciary Rule has an applicability date of April 10, 2017 with the application of certain requirements delayed until January 1, 2018.
We believe that the DOL Fiduciary Rule will necessitate certain changes to our qualified plan business in order for us to continue to help investors save for retirement. At this time, we have not yet finalized the extent and nature of those changes. While we expect to incur increased costs, we cannot yet quantify the collective impact of those costs and other changes on the Company. IRAs and other qualified accounts are a core component of the Investment and Savings Products segment of our business and accounted for a significant portion of the total revenue of this segment for the year ended December 31, 2015. Changes resulting from the DOL Fiduciary Rule could make it more difficult for us and our sales representatives to profitably serve the middle-income market and could result in a reduction in the number of IRAs and qualified accounts that we serve, which could materially adversely affect the amount of revenue that we generate from this line of business and ultimately could result in a decline in the number of our securities-licensed sales representatives.
Heightened standards of conduct as a result of either of the above items or another similar rule or regulation could also increase the compliance and regulatory burdens on our representatives, and could lead to increased litigation and regulatory risks, changes to our
business model, a decrease in the number of our securities-licensed representatives and a reduction in the products we offer to our clients, any of which could have a material adverse effect on our business, financial condition and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the quarter ended June 30, 2016, we repurchased shares of our common stock as follows:
Period
Total number of shares purchased (1)
Average price paid per share (1)
Total number of shares purchased as part of publicly announced plans or programs
Approximate dollar value of shares that may yet be purchased under the plans or programs
April 1-30, 2016
340,346
45.98
84,434,488
May 1-31, 2016
317,527
50.83
252,471
71,585,822
June 1-30, 2016
237,064
56.60
214,376
59,486,820
894,937
50.51
807,193
Consists of (a) repurchases of 87,744 shares at an average price of $52.54 arising from share-based compensation tax withholdings and stock option exercises and (b) open market repurchases of shares under the share repurchase program approved by our Board of Directors.
For information regarding year-to-date share repurchases, refer to Note 7 (Stockholders' Equity) to our unaudited condensed consolidated financial statements included elsewhere in this report.
ITEM 6. EXHIBITS.
The agreements included as exhibits to this report are included to provide you with information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the application agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors.
Exhibit Number
Description
Reference
31.1
Rule 13a-14(a)/15d-14(a) Certification, executed by Glenn J. Williams, Chief Executive Officer.
Filed with the Securities and Exchange Commission as part of this Quarterly Report.
31.2
Rule 13a-14(a)/15d-14(a) Certification, executed by Alison S. Rand, Executive Vice President and Chief Financial Officer.
32.1
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Glenn J. Williams, Chief Executive Officer, and Alison S. Rand, Executive Vice President and Chief Financial Officer.
101.INS
XBRL Instance Document(1)
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Includes the following materials contained in this Quarterly Report on Form 10-Q for the period ended June 30, 2016, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
August 9, 2016
/s/ Alison S. Rand
Alison S. Rand
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)