Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2023 and 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Form 10-Q contains “forward-looking” statements that are intended to enhance the reader’s ability to assess our future financial and business performance. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments, and contain words and phrases such as “may,” “expects,” “should,” “believes,” “anticipates,” “estimates,” “intends” or similar expressions. In addition, statements that refer to our future financial performance, anticipated growth and trends in our business and in our industry and other characterizations of future events or circumstances are forward-looking statements. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different.
Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs with respect to, among other things, future events and financial performance. Except as required under the federal securities laws, we do not intend, and do not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.
The forward-looking statements include, among other things, those items listed below:
•future economic conditions in the markets in which we compete that could be less favorable than expected and could have impacts on demand for our products and services;
•our ability to grow and develop our Agency business through expansion of retail call centers, online sales, wholesale operations and other areas of opportunity;
•our ability to grow and develop our insurance business and successfully develop and market new products;
•our ability to enter new markets successfully and capitalize on growth opportunities either through acquisitions or organically;
•financial market conditions, including, but not limited to, changes in interest rates and the level and trends of stock market prices causing a reduction of net investment income or realized losses and reduction in the value of our investment portfolios;
•increased competition in our businesses, including the potential impacts of aggressive price competition by other insurance companies, payment of higher commissions to agents that could affect demand for our insurance products and impact the ability to grow and retain agents in our Agency Segment and the entry of new competitors and the development of new products by new or existing competitors, resulting in a reduction in the demand for our products and services;
•the effect of legislative, judicial, economic, demographic, and regulatory events in the jurisdictions where we do business;
•the effect of challenges to our patents and other intellectual property;
•costs, availability, and collectability of reinsurance;
•the potential impact on our reported net income that could result from the adoption of future accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies;
•the inability to maintain or grow our strategic partnerships or our inability to realize the expected benefits from our relationship with the Standby Purchaser;
•the inability to manage future growth and integration of our operations; and
•changes in industry trends and financial strength ratings assigned by nationally recognized statistical rating organizations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes included in Item 1 of this Form 10-Q. Some of the information contained in this discussion and analysis and set forth elsewhere in this Form 10-Q constitutes forward looking information that involves risks and uncertainties. You should review “Forward Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described, or implied by, the forward-looking statements contained herein.
22
Overview
We provide life insurance protection targeted to the middle American market. We believe there is a substantial unmet need for life insurance, particularly among domestic households with annual incomes of between $50,000 and $125,000, a market we refer to as our target Middle Market. We differentiate our product and service offerings through innovative product design and sales processes, with an emphasis on rapidly issued products that are not medically underwritten at the time of sale.
We conduct our business through our two operating subsidiaries, Fidelity Life, an Illinois-domiciled life insurance company, and Efinancial, a call center-based insurance agency. Efinancial sells Fidelity Life products through its own call center distribution platform, independent agents and other marketing organizations. Efinancial, in addition to offering Fidelity Life products, sells insurance products of unaffiliated carriers. We report our operating results in three segments: Agency, Insurance and Corporate & Other.
COVID-19
The stress and disruption placed on the global economy and financial markets from the outbreak of COVID-19 may continue to have near and long-term negative effects on investment valuations, returns, and credit allowance exposure. The Company will continue to closely monitor the situation, including potential negative impacts on sales of new policies and mortality; however, due to the highly uncertain nature of these conditions, it is not possible to reliably estimate the length and severity of COVID-19 or its impact to the Company’s operations, but the effect could be material.
Russia and Ukraine War
The Company believes the war in Ukraine does not have a material impact on the interim condensed consolidated financial statements of the Company at March 31, 2023.
National Service Group of AmeriLife, LLC
In the second quarter 2020, Fidelity Life entered into a General Agent’s agreement with an unaffiliated third party, National Service Group of AmeriLife, LLC (“AmeriLife”). The President of this entity, Scott Perry also sits on the Company’s Board of Directors. This agreement provides Fidelity Life access to AmeriLife distribution channels, its commission systems and assists in streamlining administrative processes related to commissions. This agreement also allows Efinancial to operate as a sub agent to AmeriLife. On May 15, 2020, the Company began selling products using this new distribution arrangement. Due to the large amount of the Company’s insurance policies now being sold through AmeriLife, dissolution of this agency arrangement could have a material impact on the Company’s financial statements. The Company has additional arrangements with AmeriLife wherein Efinancial’s sub agents may sell third party products through AmeriLife. To date it is not believed that any of these arrangements will exceed the related party thresholds described in 17 CFR § 229.404. Should these or other arrangements change or exceed the aforementioned threshold, after review by the CFO and General Counsel, the Company’s Chairman will be advised and written sign-off will be required from the Company's Chairman.
Agency Segment
This segment primarily consists of the operations of Efinancial. Efinancial is a call center-based insurance agency that markets life insurance for Fidelity Life and unaffiliated insurance companies. Efinancial’s primary operations are conducted through employee agents from three call center locations, which we refer to as our retail channel. In addition, Efinancial operates as a wholesale agency, assisting independent agents that seek to produce business for the carriers that Efinancial represents, which we refer to as our wholesale channel. The Agency Segment’s main source of revenue is commissions earned on the sale of insurance policies sold through our retail and wholesale channels. Efinancial also generates data and click-through revenue (reported as part of Insurance Lead Sales on the related Interim Condensed Consolidated Statements of Operations) through its eCoverage web presence.
Agency Segment expenses consist of marketing costs to acquire potential customers, salary and bonuses paid to our employee agents, salary and other costs of employees involved in managing the underwriting process for our insurance applications, sales management, agent licensing, training and compliance costs. Other Agency Segment expenses include costs associated with financial and administrative employees, facilities rent, and information technology. After payroll, the most significant Agency Segment expense is the cost of acquiring leads. We partially offset our sales leads expense through advertising revenues from individuals who click on specific advertisements while viewing one of our web pages, and through the resale of leads that are not well suited for our call center.
Insurance Segment
This segment consists of the operations of Fidelity Life. Fidelity Life underwrites primarily term life insurance through Efinancial and a diverse group of independent insurance distributors. Fidelity Life specializes in life insurance products that can be issued immediately or within a short period following a sales call, using non-medical underwriting at the time of policy issuance.
23
Fidelity Life engages in the following business lines:
Core Life - Our Core Life insurance business is the primary business of the Insurance Segment. Core Life represents a significant portion of the insurance business written by Fidelity Life since it resumed independent operations in 2005. Our Core Life business consists of inforce policies that are considered to be of high strategic importance to Fidelity Life.
Non Core Life - Our Non Core Life business consists of: products that are currently being marketed but are not deemed to be of high strategic importance to the Company inforce policies from product lines introduced since Fidelity Life resumed independent operations in 2005 but were subsequently discontinued and an older annuity block of business that was not included in the Closed Block.
Closed Block - Our Closed Block represents all inforce participating insurance policies of Fidelity Life. The Closed Block was established in connection with our 2007 reorganization into a mutual holding company structure.
Annuities and Assumed Life - We have assumed reinsurance commitments with respect to annuity contract holder deposits and a block of life insurance contracts that were ceded by former affiliates of Fidelity Life. Under an agreement with Protective Life Insurance Company (Protective Life), the successor to a former affiliate of Fidelity Life, Fidelity Life had assumed a portion of risk on a group of life insurance contracts primarily written in the 1980s and early 1990s.
Insurance Segment revenues consist of net insurance premiums, net investment income, and net realized gains (losses) on investments. We recognize premium revenue from our policyholders. We purchase reinsurance coverage to help manage the risk on our insurance policies by paying, or ceding, a portion of the policyholder premiums to the reinsurance company. Our net insurance premiums reflect amounts collected from policyholders, plus premiums assumed under reinsurance agreements less premiums ceded to reinsurance companies. Net investment income represents primarily interest income earned on fixed maturity investments. We also realize gains and losses on sales of investment securities.
Insurance Segment expenses consist of benefits paid to policyholders or their beneficiaries under life insurance policies. Benefit expenses also include additions to the reserve for future policyholder benefits to recognize our estimated future obligations under the policies. Benefit expenses are shown net of amounts ceded under our reinsurance contracts. Our Insurance Segment also incurs policy acquisition costs that consist of commissions paid to agents, policy underwriting, issue costs and variable sales costs. A portion of these policy acquisition costs are deferred and expensed over the life of the insurance policies acquired during the period. In addition to policy acquisition costs, we incur expenses that vary based on the number of contracts that we have in-force, or variable policy administrative costs. These variable costs consist of expenses paid to third-party administrators based on rates for each policy administered. Our insurance operations also incur overhead costs for functional and administrative staff to support insurance operations, financial reporting and information technology.
In the first quarter 2022, Fidelity Life entered into a reinsurance contract with Swiss Re Life & Health America Inc. (Swiss Re). This new treaty is in addition to existing coinsurance agreements, largely with Swiss Re on certain policies issued through and including December 31, 2020. The impact of this transaction to our segment results included an initial ceded premium of $6.5 million based on the statutory reserves at January 1, 2022. The impact to pre-tax income is nominal, however various income statement lines are impacted. The impact is discussed in the segment results of this Management Discussion and Analysis of Financial Condition and results of Operations.
Corporate & Other Segment
The results of this segment consist of net investment income and net gains (losses) on investments earned on invested assets. We also include certain corporate expenses, including severance costs that are not allocated to our other segments, including expenses of Vericity, Inc., board of director's expenses, allocation of executive management time spent on corporate matters, and financial reporting and auditing costs related to our consolidation and internal controls. Our Corporate & Other Segment recognizes income (loss) to the extent that net investment income and net gains (losses) on investments exceed (are less than) corporate expenses.
Included in the Corporate & Other Segment is the elimination of intercompany transactions which primarily consists of the sales by our Agency Segment of life products of our Insurance Segment. The eliminations represent the amounts required to eliminate the intercompany transactions as recorded in our segment results, and in particular, to eliminate any intersegment profits resulting from such transactions. Our segment results follow the accounting principles and methods applicable to each segment as if the intercompany transactions were with unaffiliated organizations: See "Corporate & Other" segment results included in this Management Discussion & Analysis for further discussion.
Critical Accounting Policies
Our critical accounting policies are described in “Note 1—Basis of Presentation and Summary of Significant Accounting Policies” to our Consolidated Financial Statements as of and for the year ended December 31, 2022 included in the Form 10-K. The preparation of the Interim Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment in making estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and related disclosures. We regularly
24
evaluate our estimates and judgments based on historical experience, market indicators and other relevant factors and circumstances. Actual results may differ from these estimates under different assumptions or conditions and may affect our financial position and results of operations. Accordingly, these Interim Condensed Consolidated Financial Statements should be read in conjunction with the financial statements as of and for the year ended December 31, 2022, and notes thereto, included in the Form 10-K.
Results of Operations
The major components of operating revenues, benefits and expenses and net (loss) income were as follows (certain prior year values have been re-classified due to the adoption of ASU 2016-02, see footnote 1 in this form 10-Q):
Vericity, Inc. Consolidated Results of Operations
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(dollars in thousands) |
|
|
|
|
|
|
Revenues |
|
2023 |
|
|
2022 |
|
Net insurance premiums |
|
$ |
24,338 |
|
|
$ |
22,160 |
|
Net investment income |
|
|
4,347 |
|
|
|
3,467 |
|
Net (losses) gains on investments |
|
|
(539 |
) |
|
|
1,548 |
|
Earned commissions |
|
|
14,749 |
|
|
|
11,037 |
|
Insurance lead sales |
|
|
1,222 |
|
|
|
1,238 |
|
Other income |
|
|
505 |
|
|
|
62 |
|
Total revenues |
|
|
44,622 |
|
|
|
39,512 |
|
Benefits and expenses |
|
|
|
|
|
|
Life, annuity, and health claim benefits |
|
|
16,371 |
|
|
|
14,798 |
|
Interest credited to policyholder account balances |
|
|
689 |
|
|
|
728 |
|
Operating costs and expenses |
|
|
25,769 |
|
|
|
25,154 |
|
Amortization of deferred policy acquisition costs |
|
|
3,648 |
|
|
|
4,912 |
|
Total benefits and expenses |
|
|
46,477 |
|
|
|
45,592 |
|
(Loss) income before income taxes |
|
|
(1,855 |
) |
|
|
(6,080 |
) |
Income tax expense (benefit) |
|
|
26 |
|
|
|
(418 |
) |
Net (loss) income |
|
$ |
(1,881 |
) |
|
$ |
(5,662 |
) |
Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022
Total Revenues
For the three months ended March 31, 2023, total revenues were $44.6 million compared to $39.5 million for the three months ended March 31, 2022. This increase of $5.1 million resulted primarily from higher earned commissions, net insurance premiums and net investment income, partially offset by an increase in net losses on investments and lower insurance lead sales.
Benefits and Expenses
For the three months ended March 31, 2023, total benefits and expenses were $46.5 million compared to $45.6 million for the three months ended March 31, 2022. The increase is driven by higher claim benefits and operating expenses, offset by lower amortization of deferred policy acquisition costs.
(Loss) Income Before Income Taxes
For the three months ended March 31, 2023, net loss before taxes was $1.9 million compared to net loss before taxes of $6.1 million for the three months ended March 31, 2022. The decreased net loss of $4.1 million was primarily due to higher earned commissions, net insurance premiums and net investment income, partially offset by higher claim benefits, higher net losses on investments, and higher operating costs and expenses.
25
Consolidated Results
The following analysis reconciles the reported segment results to the Company’s total consolidated results.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
(dollars in thousands) |
|
|
|
(Loss) income before income tax by segment |
|
|
|
|
|
|
Agency |
|
$ |
127 |
|
|
$ |
(2,367 |
) |
Insurance |
|
|
167 |
|
|
|
(1,911 |
) |
Corporate & Other |
|
|
(2,149 |
) |
|
|
(1,802 |
) |
(Loss) income from operations before income tax |
|
|
(1,855 |
) |
|
|
(6,080 |
) |
Income tax expense (benefit) |
|
|
26 |
|
|
|
(418 |
) |
Net (loss) income |
|
$ |
(1,881 |
) |
|
$ |
(5,662 |
) |
Agency Segment
The results of our Agency Segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
(dollars in thousands) |
|
|
|
Revenues |
|
|
|
|
|
|
Earned commissions |
|
$ |
15,094 |
|
|
$ |
11,138 |
|
Insurance lead sales & Other |
|
|
1,452 |
|
|
|
1,238 |
|
Total revenues |
|
|
16,546 |
|
|
|
12,376 |
|
Expenses |
|
|
|
|
|
|
Operating costs and expenses |
|
|
16,419 |
|
|
|
14,743 |
|
Total expenses |
|
|
16,419 |
|
|
|
14,743 |
|
Income (loss) before income taxes |
|
$ |
127 |
|
|
$ |
(2,367 |
) |
Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022
Earned Commissions
For the three months ended March 31, 2023, earned commissions were $15.1 million compared to $11.1 million for the three months ended March 31, 2022. This increase of $4.0 million resulted from increased sales in the retail channel.
Operating Costs and Expenses
For the three months ended March 31, 2023, operating costs and expenses were $16.4 million compared to $14.7 million for the three months ended March 31, 2022. This increase of $1.7 million was primarily due to an increase in variable costs.
Income (Loss) Before Income Taxes
For the three months ended March 31, 2023, the Agency Segment net income was $0.1 million compared to net loss of $2.4 million for the three months ended March 31, 2022. This increase in net income of $2.5 million was the result of higher retail sales, partially offset by increased variable expenses.
26
Insurance Segment
The results of our Insurance Segment were as follows (certain prior year values have been re-classified due to the adoption of ASU 2016-02, see footnote 1 in this form 10-Q):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
(dollars in thousands) |
|
|
|
Revenues |
|
|
|
|
|
|
Net insurance premiums |
|
$ |
24,338 |
|
|
|
22,160 |
|
Net investment income |
|
|
4,273 |
|
|
|
3,335 |
|
Net (losses) gains on investments |
|
|
(307 |
) |
|
|
887 |
|
Other income |
|
|
275 |
|
|
|
62 |
|
Total revenues |
|
$ |
28,579 |
|
|
$ |
26,444 |
|
Benefits and expenses |
|
|
|
|
|
|
Life, annuity, and health claim benefits |
|
|
16,371 |
|
|
|
14,804 |
|
Interest credited to policyholder account balances |
|
|
689 |
|
|
|
722 |
|
Operating costs and expenses |
|
|
7,704 |
|
|
|
7,917 |
|
Amortization of deferred policy acquisition costs |
|
|
3,648 |
|
|
|
4,912 |
|
Total benefits and expenses |
|
|
28,412 |
|
|
|
28,355 |
|
Income (loss) before income taxes |
|
$ |
167 |
|
|
$ |
(1,911 |
) |
|
|
|
|
|
|
|
Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022
Net Insurance Premiums
For the three months ended March 31, 2023, net insurance premiums were $24.3 million compared to $22.2 million for the three months ended March 31, 2022. The increase of $2.1 million was primarily due to a 2022 reinsurance agreement with Swiss Re in 2022, (see discussion earlier in this Management Discussion and Analysis of Financial Condition and results of Operations) which reduced 2022 net insurance premiums by $6.5 million. This was partially offset by lower net insurance premiums in 2023 of $4.4 million which included decreases in our Core lines of $4.1 million, primarily due to our LifeTime benefit Term (LBT) and RAPIDecision® Life products, and a decrease of $0.7 million in our Non-Core lines and offset by an increase in Closed Block of $0.4 million.
Net Investment Income
For the three months ended March 31, 2023, net investment income increased to $4.3 million compared to $3.3 million for the three months ended March 31, 2022. The $1.0 million increase was mainly due to higher reinvestment yields in the fixed maturities portfolio. For more information on net investment income, see “Note 2 – Investments” in the Notes to the Interim Condensed Consolidated Financial Statements included in this Form 10-Q.
Other Income
For the three months ended March 31, 2023, other income increased to $0.3 million compared to $0.1 million for the three months ended March 31, 2022. The $0.2 million increase was mainly due to a licensing arrangement on our patented LifeTime Benefit term product.
Net (Losses) Gains on Investments
For the three months ended March 31, 2023, net losses on investments was $0.3 million compared to net gains of $0.9 million for the three months ended March 31, 2022. The $1.2 million decrease was mainly due to valuation changes of other invested assets. For more information on net (losses) gains on investments, see “Note 2 – Investments” in the Notes to the Interim Condensed Consolidated Financial Statements included in this Form 10-Q.
Life, Annuity and Health Claim Benefits
For the three months ended March 31, 2023, life, annuity and health claim benefits were $16.4 million compared with $14.8 million for the three months ended March 31, 2022. This increase of $1.6 million was primarily due to a 2022 reinsurance agreement with Swiss Re, (see discussion earlier in this Management Discussion and Analysis of Financial Condition and results of Operations),
27
which reduced 2022 life, annuity and health claim benefits by $6.5 million. The remaining decrease in 2023 of $5.0 million primarily includes decreases in our Core lines of $1.5 million, non-Core lines of $3.5 million.
Operating Costs and Expenses
For the three months ended March 31, 2023, operating costs and expenses were $7.7 million compared to $7.9 million for the three months ended March 31, 2022. The $0.2 million decrease was attributable to an increase in reinsurance allowances of $1.6 million, partially offset by increases in commissions of $0.6 million and other operating expenses of $0.8 million.
Amortization of Deferred Policy Acquisition Costs
For the three months ended March 31, 2023, amortization of deferred policy acquisition costs was $3.6 million compared to $4.9 million for the three months ended March 31, 2022. The decrease of $1.3 million primarily related to an increase of $3.3 million in Core, partially offset by a decrease in Non-Core of $2.0 million.
Income (Loss) Before Income Taxes
For the three months ended March 31, 2023, net income was $0.2 million compared to net loss of $1.9 million for the three months ended March 31, 2022. This increase in net income of $2.1 million resulted primarily from an increase of net insurance premiums of $2.2 million, decreased amortization of deferred policy acquisition costs of $1.3 million, an increase in net investment income of $1.0 million, a decrease in operating expenses of $0.2 million and an increase in other income of $0.2 million. These were partially offset by a $1.6 million increase in life, annuity and health claim benefits and a decrease in net gains (losses) on investments of $1.3 million
Closed Block
The Closed Block was formed as of October 1, 2006 and contains all participating policies issued or assumed by Fidelity Life. The assets and future net cash flows of the Closed Block are available only for purposes of paying benefits, expenses and dividends of the Closed Block and are not available to the Company, except for an amount of additional funding that was established at inception. The additional funding was designed to protect the block against future adverse experience, and if the funding is not required for that purpose, it is subject to reversion to the Company in the future. Any reversion of Closed Block assets to the Company must be approved by the Illinois Department of Insurance.
The maximum future earnings to be recognized from Closed Block assets and liabilities represent the estimated future Closed Block profits that will accrue to the Company and is calculated as the excess of Closed Block assets over Closed Block liabilities. Included in Closed Block assets at March 31, 2023 and December 31, 2022, are $10.9 million and $10.8 million, respectively, of additional Closed Block funding, plus accrued interest, that is eligible for reversion to the Company if not needed to fund Closed Block experience.
The Closed Block was funded based on a model developed to forecast the future cash flows of the Closed Block which is referred to as the “glide path.” The glide path model projected the anticipated future cash flows of the Closed Block as established at the initial funding. We compare the actual results of the Closed Block to expected results from the glide path as part of the annual assessment of the current level of policyholder dividends. The assessment of policyholder dividends includes projections of future experience of the Closed Block policies and the investment experience of the Closed Block assets. The review of Closed Block experience also includes consideration of whether a policy dividend obligation should be recorded to reflect favorable Closed Block experience that has not yet been reflected in the dividend scales. See “Note 5—Closed Block” in the accompanying Notes to the Interim Condensed Consolidated Financial Statements.
28
Corporate & Other Segment
The results of the Corporate & Other Segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
(dollars in thousands) |
|
|
|
Revenues |
|
|
|
|
|
|
Net investment income |
|
$ |
74 |
|
|
$ |
132 |
|
Net (losses) gains on investments |
|
|
(232 |
) |
|
|
661 |
|
Earned commissions |
|
|
(345 |
) |
|
|
(101 |
) |
Total revenues |
|
|
(503 |
) |
|
|
692 |
|
Expenses |
|
|
|
|
|
|
Operating costs and expenses |
|
|
1,646 |
|
|
|
2,494 |
|
Total expenses |
|
|
1,646 |
|
|
|
2,494 |
|
(Loss) income from operations before income tax |
|
$ |
(2,149 |
) |
|
$ |
(1,802 |
) |
Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022
Net (Losses) Gains on Investments
For the three months ended March 31, 2023, net (losses) gains on investments were ($0.2) million compared to $0.7 million for the three months ended March 31, 2022. The (losses) gains are attributable to net asset valuation changes of other invested assets.
Earned Commissions
For the three months ended March 31, 2023, earned commissions were ($0.3) million compared to ($0.1) million for the three months ended March 31, 2022. The decrease is related to increased intersegment earned commissions.
Operating Expenses
For the three months ended March 31, 2023, operating expenses were $1.6 million compared to $2.5 million for the three months ended March 31, 2022. The decrease of $0.9 million is primarily related to the reduction of staff costs.
(Loss) Income Before Income Taxes
For the three months ended March 31, 2023, net loss increased to $2.1 million from $1.8 million for the three months ended March 31, 2022. The increased loss is primarily due to losses on investments, partially offset by lower operating costs and expenses.
Investments
Investment Returns
We invest available cash and funds that support our regulatory capital, surplus requirements and policy reserves in investment securities that are included in the Insurance and Corporate & Other Segments. We earn income on these investments in the form of interest on fixed maturities (bonds and mortgage loans) and dividends (equity holdings). Net investment income is recorded as revenue, net of investment related expenses. The amount of net investment income that we recognize will vary depending on the amount of invested assets that we own, the types of investments, the interest rates earned, and amount of dividends received on our investments.
Gains and losses on sales of investments are classified as “realized investment gains (losses)” and are recorded as revenue. Capital appreciation and depreciation caused by changes in the market value of investments classified as “available-for-sale” is recorded in accumulated other comprehensive income. The amount of investment gains and losses that we recognize depends on the amount of and the types of invested assets we own, and the market conditions related to those investments. Our cash needs can vary from time to time and could require that we sell invested assets to fund cash needs.
Investment Guidelines
Our investment strategy and guidelines are developed by management and approved by the Investment Committee of Fidelity Life’s board of directors. Our investment strategy related to the Insurance Segment is designed to maintain a well-diversified, high quality fixed income portfolio that will provide adequate levels of net investment income and liquidity to meet our policyholder obligations under our life insurance policies and our assumed annuity deposits. To help maintain liquidity, we establish the duration of invested assets within a tolerance to the policy liability duration. The investments of the Insurance Segment are managed with an emphasis on current income within quality and diversification constraints. The focus is on book yield of the fixed income portfolio as
29
the anticipated portfolio yield is a key element used in pricing our insurance products and establishing policyholder crediting rates on our annuity contracts.
We apply our overall investment strategy and guidelines on a consolidated basis for purposes of monitoring compliance with our overall guidelines. All of our investments are owned by Fidelity Life and are maintained in compliance with insurance regulations. Critical guidelines of our investment plan include:
•Asset concentration guidelines that limit the amount that we hold in any one issuer of securities,
•Asset quality guidelines applied on a portfolio basis and for individual issues that establish a minimum asset quality standard for portfolios and establish minimum asset quality standards for investment purchases and investment holdings,
•Liquidity guidelines that limit the amount of illiquid assets that can be held at any time, and
•Diversification guidelines that limit the exposure at any time to the total portfolio by investment sectors.
Our investment portfolios are all managed by third-party investment managers that specialize in insurance company asset management. These managers are selected based upon their expertise in the particular asset classes that we own. We contract with an investment management firm to provide overall assistance with oversight of our portfolio managers, evaluation of investment performance and assistance with development and implementation of our investment strategy. This investment management firm reports to our Chief Financial Officer and to the Investment Committee of Fidelity Life’s board of directors. On a quarterly basis, or more frequently if circumstances require, we review the performance of all portfolios and portfolio managers with the Investment Committee.
The following table shows the distribution of the fixed maturities classified as available-for-sale by quality rating using the rating assigned by Standard & Poor’s (S&P), a nationally recognized statistical rating organization. For securities where the S&P rating is not available (not rated), the NAIC rating is used. Over the periods presented, we have maintained a consistent weighted average bond quality rating of “A.” The percentage allocation of total investment grade securities was 95.9% and 95.1% at March 31, 2023 and December 31, 2022, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value |
|
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
|
|
(dollars in thousands) |
|
S&P Rating |
|
|
|
|
|
|
|
|
|
AAA |
|
$ |
43,823 |
|
|
|
14.4 |
% |
|
$ |
53,065 |
|
|
|
17.8 |
% |
AA |
|
|
69,712 |
|
|
|
22.9 |
% |
|
|
66,283 |
|
|
|
22.2 |
% |
A |
|
|
76,362 |
|
|
|
25.1 |
% |
|
|
64,018 |
|
|
|
21.5 |
% |
BBB |
|
|
54,635 |
|
|
|
18.0 |
% |
|
|
56,194 |
|
|
|
18.8 |
% |
Not rated |
|
|
47,123 |
|
|
|
15.5 |
% |
|
|
44,163 |
|
|
|
14.8 |
% |
Total investment grade |
|
|
291,655 |
|
|
|
95.9 |
% |
|
|
283,723 |
|
|
|
95.1 |
% |
BB |
|
|
4,268 |
|
|
|
1.4 |
% |
|
|
5,520 |
|
|
|
1.9 |
% |
B |
|
|
4,208 |
|
|
|
1.4 |
% |
|
|
4,778 |
|
|
|
1.6 |
% |
CCC |
|
|
337 |
|
|
|
0.1 |
% |
|
|
492 |
|
|
|
0.2 |
% |
Not Rated |
|
|
3,690 |
|
|
|
1.2 |
% |
|
|
3,625 |
|
|
|
1.2 |
% |
Total below investment grade |
|
|
12,503 |
|
|
|
4.1 |
% |
|
|
14,415 |
|
|
|
4.9 |
% |
Total |
|
$ |
304,158 |
|
|
|
100.0 |
% |
|
$ |
298,138 |
|
|
|
100.0 |
% |
The following table sets forth the maturity profile of our fixed maturities at March 31, 2023 from December 31, 2022. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without penalty.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
(dollars in thousands) |
|
Amortized Cost |
|
|
% |
|
|
Fair Value |
|
|
% |
|
|
Amortized Cost |
|
|
% |
|
|
Fair Value |
|
|
% |
|
Due in one year or less |
|
$ |
4,249 |
|
|
|
1.3 |
% |
|
$ |
4,251 |
|
|
|
1.4 |
% |
|
$ |
6,239 |
|
|
|
1.9 |
% |
|
$ |
6,207 |
|
|
|
2.1 |
% |
Due after one year through five years |
|
|
34,429 |
|
|
|
10.4 |
% |
|
|
33,079 |
|
|
|
10.9 |
% |
|
|
34,330 |
|
|
|
10.3 |
% |
|
|
32,719 |
|
|
|
11.0 |
% |
Due after five years through ten years |
|
|
78,685 |
|
|
|
23.8 |
% |
|
|
75,089 |
|
|
|
24.7 |
% |
|
|
72,312 |
|
|
|
21.8 |
% |
|
|
67,472 |
|
|
|
22.6 |
% |
Due after ten years |
|
|
138,934 |
|
|
|
42.2 |
% |
|
|
123,530 |
|
|
|
40.6 |
% |
|
|
136,004 |
|
|
|
41.0 |
% |
|
|
115,545 |
|
|
|
38.7 |
% |
Securities not due at a single maturity date-primarily mortgage and asset-backed securities |
|
|
73,742 |
|
|
|
22.3 |
% |
|
|
68,209 |
|
|
|
22.4 |
% |
|
|
83,061 |
|
|
|
25.0 |
% |
|
|
76,195 |
|
|
|
25.6 |
% |
Total fixed maturities |
|
$ |
330,039 |
|
|
|
100.0 |
% |
|
$ |
304,158 |
|
|
|
100.0 |
% |
|
$ |
331,946 |
|
|
|
100.0 |
% |
|
$ |
298,138 |
|
|
|
100.0 |
% |
Every quarter, we review all investments where the market value is less than the carrying value to ascertain if the impairment of the security’s value has credit losses. The quarterly review is targeted to focus on securities with larger impairments and that have been
30
in an impaired status for longer periods of time. See “Note 9 – Accumulated Other Comprehensive (Loss) Income” in the accompanying Interim Condensed Consolidated Financial Statements included in this Form 10-Q.
Net Investment Income
One key measure of our net investment income is the book yield on our holdings of fixed maturities classified as available-for-sale. Fair value of these securities totaled $304.2 million and $298.1 million as of March 31, 2023 and December 31, 2022, respectively. Book yield is the effective interest rate, before investment expenses, that we earn on these investments. Book yield is calculated as the percent of net investment income to the average amortized cost of the underlying investments for the period. For the three months ended March 31, 2023 and 2022, our book yield on fixed maturities available-for-sale was 4.6% and 3.8%, respectively. See “Note 2 – Investments” in the Notes to the Interim Condensed Consolidated Financial Statements included in this Form 10-Q.
Interest Credited to Policyholder Account Balances
Included with the future policy benefits is the liability for contract holder deposits on deferred annuity contracts assumed through two reinsurance agreements effective in 1991 and 1992 and certain other policy funds left on deposit with the Company. The aggregate liability for deposits is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
|
|
Ending Balance |
|
|
Ending Balance |
|
|
Year to Date Interest Credited |
|
|
Year to Date Interest Credited |
|
|
|
(dollars in thousands) |
|
Annuity contract holder deposits—assumed |
|
$ |
66,448 |
|
|
$ |
69,070 |
|
|
$ |
640 |
|
|
$ |
677 |
|
Dividends left on deposit |
|
|
6,643 |
|
|
|
6,731 |
|
|
|
41 |
|
|
|
42 |
|
Other |
|
|
1,637 |
|
|
|
1,642 |
|
|
|
9 |
|
|
|
9 |
|
Total |
|
$ |
74,728 |
|
|
$ |
77,443 |
|
|
$ |
690 |
|
|
$ |
728 |
|
The liability for deferred annuity deposits represents the contract holder account balances. Due to the declines in market interest rates and the book yield on our investment portfolio, we credit interest on all contract holder deposit liabilities at contractual rates that are currently at the minimum rate allowed by the contract or by state regulations.
Our Insurance Segment realizes operating profit from the excess of our book yield realized on fixed maturities that support our contract holder deposits over the amount of interest that we credit to the contract holder. We refer to this operating profit as the “spread” we earn on contract holder deposits. If book yields decline further, the amount of spread between the interest earned and credited will be reduced.
Net Gains (Losses) on Investments
Net gains (losses) on investments are subject to general economic trends and generally correlate with movements in major market indexes. The amounts classified as net realized gains (losses) in our Interim Condensed Consolidated Statements of Operations include amounts realized from sales of investments, mark-to-market adjustments and allowances for credit loss of individual securities related to credit impairment. See “Note 2 – Investments” in the Notes to the Interim Condensed Consolidated Financial Statements included in this Form 10-Q.
Unrealized Holding Gains (Losses)
The Company records capital appreciation/depreciation on the available-for-sale fixed maturities. At March 31, 2023 and 2022, accumulated other comprehensive income, from mark-to-market adjustments of our available-for-sale fixed income securities, net of federal income taxes and reserves was $6.3 million and ($15.2) million, respectively. See “Note 9 – Accumulated other comprehensive (loss) income” in the Notes to the Interim Condensed Consolidated Financial Statements included in this Form 10-Q.
At March 31, 2023 our fixed maturity securities had an unrealized loss of $25.9 million compared to an unrealized loss of $33.8 million at December 31, 2022. The Company’s unrealized gain incurred in 2023 was $7.9 million in our fixed maturities portfolio which has a duration of 4.3 years, convexity of 0.835, and current yield of 6.0%, is primarily accounted for by the decrease in the 10-year treasury bill yield for the first three months of 2023 of 40 basis points.
Financial Position
At March 31, 2023, we had total assets of $791.0 million compared to total assets at December 31, 2022 of $770.1 million, an increase of $20.9 million.
31
Reinsurance recoverables increased $9.7 million as a result of a $7.2 million increase in ceded policy and claim reserves and $2.4 million related to timing of settlements of reinsured claims. Commission and agent balances increased $8.7 million due to increased commission receivables in the Agency segment and increased agent debit balances in the insurance segment. The invested asset base increased $4.0 million, mainly due to $7.9 million in net unrealized gains. The remainder represents net purchases and sales in the portfolio. Cash and cash equivalents decreased of $4.5 million is attributable to cash used in operating, investing and financing activities. See Cash Flows section for further discussion on changes in cash. Other assets increased $4.5 million, primarily due settlements of invested assets and prepaid expenses. Accrued investment income increased $0.3 million due to timing of receipt of earnings. The above decreases were partially offset by the following: Deferred policy acquisition costs decreased $1.5 million, due to deferrals on new business of $2.2M and amortization of $3.6 million. Deferred income tax assets decreased $0.3 million due to tax of $1.4 million on unrealized investment market losses offset by $1.1 million increase as a result of net loss.
At March 31, 2023, we had total liabilities of $675.4 million compared to total liabilities of $658.7 million at December 31, 2022, an increase of $16.7 million. Future policy benefits and claims increased $10.4 million, primarily due to a $10.7 million increase in Core Life and Non-Core Life lines, resulting from growth of the underlying blocks of business, partially offset by decreases in Annuities and assumed life of $0.1 million and Closed Block of $0.1 million. Other liabilities increased $6.6 million, due to a $2.0 million increase in charge-back liabilities and $4.6 million of other operating liabilities. Debt increased $2.5 million related to an increase in net borrowing of $2.0 million and interest accrued of $0.5 million under our commission financing agreement with Hannover Life. Policyholder dividend obligation related to the Closed Block increased $0.3 million. The above increases were partially offset by the following decreases: Policyholder account balances decreased $2.7 million largely due to annuity payments. Other policyholder liabilities decreased $1.2 million due to a decrease in claim reserves.
At March 31, 2023, total equity increased to $115.6 million from $111.3 million at December 31, 2022. This increase in equity of $4.3 million was attributable to increases in other comprehensive income of $6.3 million related to market increases in fixed maturities net of tax partially offset by $2.1 million in retained earnings related to net loss and changes in accounting guidance.
Liquidity and Capital Resources
Our principal sources of funds are from premium revenues, commission revenues, net investment income and proceeds from the sale or maturity of investments and net borrowings. The Company’s primary uses of funds are for payment of life, annuity and health claim benefits, contract holder withdrawals on assumed annuity contracts, new business acquisition costs for our insurance operations (i.e., commissions, underwriting and issue costs), cost of sales for Agency operations (i.e., agent compensation, purchased lead and lead generation costs), operating costs and expenses and purchases of investments. Our investment portfolio is structured to provide funds periodically over time, through net investment income and maturities, for the payment of policy benefits and contract holder withdrawals.
Under our commission financing arrangement with Hannover Life, Fidelity Life is able to pay level annual commissions instead of first year only commissions to Efinancial for sales of RAPIDecision® Life policies and Hannover Life advances to Efinancial amounts approximately equal to first year only commissions for sales of those policies. This arrangement reduces Fidelity Life’s surplus strain associated with issuing RAPIDecision® Life business while helping to provide liquidity for Efinancial through the receipt of larger first year only commissions. As of March 31, 2023 and December 31, 2022, we had net advances of $33.1 million and $31.1 million, respectively, under this arrangement.
We are a member of the Federal Home Loan Bank of Chicago (the “FHLBC”). As a member, we are able to borrow on a collateralized basis from the FHLBC. At March 31, 2023 and December 31, 2022, the Company held $270 and $180 of FHLBC common stock, which is included in Other invested assets, respectively. The Company's ability to borrow under this facility is subject to the FHLBC's discretion and requires the availability of qualifying assets. Interest on borrowed funds is charged at variable rates established from time to time by the FHLBC based on the interest rate option selected at the time of the borrowing. The Company borrowed and repaid $8.0 million and $4.0 million in the three months ended March 31, 2023 and the twelve months ended December 31, 2022, respectively.
Cash Flows
For the three months ended March 31, 2023, the Company had a net decrease in cash of $4.5 million compared to a net decrease of $8.4 million for the three months ended March 31, 2022.
The current year decrease in cash flows from operating activities is primarily due to timing related to reinsurance recoverables and increases in commissions and agent balances.
Cash flows from investing activities mainly includes our fixed maturities, mortgage loans, and equity holdings. Period to period, the cash flows associated with the changes in these portfolios will vary between cash sources and cash uses depending on the need for cash or the excess of cash from operating activities, as well as portfolio trading due to investment market conditions. In the first three months of 2023 cash of $2.2 million was provided by investing activities and includes $3.3 million of investment sales and maturities net of purchases, partially offset by $1.1 million of capitalized software.
32
Cash flows uses from financing activities were $1.4 million which includes $3.6 million in cash withdrawals, net of deposits, by contract holders of annuities that were primarily written in the late 1980s, partially offset by $2.0 million, net proceeds from our commission financing program
The following table summarizes our cash flows for the three months ended March 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
(dollars in thousands) |
|
Consolidated Summary of Cash Flows |
|
|
|
|
|
|
Net cash (used) provided by operating activities |
|
$ |
(5,354 |
) |
|
$ |
(5,564 |
) |
Net cash provided (used) by investing activities |
|
|
2,238 |
|
|
|
(824 |
) |
Net cash (used) provided by financing activities |
|
|
(1,365 |
) |
|
|
(2,028 |
) |
Net (decrease) in cash, cash equivalents and restricted cash |
|
$ |
(4,481 |
) |
|
$ |
(8,416 |
) |
Recent Accounting Pronouncements
All applicable adopted accounting pronouncements have been reflected in our Interim Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2023. including the adoption ASU No. 2016-13, Financial Instruments— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, See “Note 1 – Summary of Significant Accounting Policies” in the Notes to the Interim Condensed Consolidated Financial Statements included in this Form 10-Q.