Vericity(VERY) - 2022 Q4 - Annual Report

PART I Business Vericity, Inc. operates through two main subsidiaries, Fidelity Life and Efinancial, focusing on providing life insurance to the U.S. Middle Market with innovative RAPIDecision® products, reporting $163.9 million in revenue and a $20.5 million net loss in FY2022 - Vericity conducts its business through two operating subsidiaries: Fidelity Life Association (insurance company) and Efinancial, LLC (call center-based insurance agency)[9] - The company targets the U.S. "Middle Market," defined as households with annual incomes between $50,000 and $125,000, offering affordable term and whole life insurance[10] - A key competitive differentiator is the patented RAPIDecision® sales and underwriting process, which allows for policy issuance within 24 to 48 hours, often without immediate medical underwriting[12] | Financial Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Consolidated Revenue | $163.9 million | $176.6 million | | Net Life Premium Revenue | $100.1 million | $108.0 million | | Net Loss | $20.5 million | $16.7 million | | Total Assets (as of Dec 31) | $770.1 million | - | | Equity (as of Dec 31) | $111.3 million | - | Business Segments The company operates through three segments: the Agency Segment (Efinancial's sales operations), the Insurance Segment (Fidelity Life's underwriting and policy management), and the Corporate & Other Segment (holding company expenses and unallocated investment income) - The Agency Segment, operating through Efinancial, sells insurance via a call center platform (retail channel) and independent agents (wholesale channel)[22] - The Insurance Segment, operating through Fidelity Life, manages Core Life, Non-Core Life, a Closed Block of participating policies, annuities, and assumed life business[22] - The Corporate & Other Segment includes capital maintained for regulatory purposes and corporate expenses not allocated to the other segments[22] Intellectual Property The company relies on proprietary intellectual property, holding two U.S. patents for its ALISS® agency management system and five U.S. patents related to its RAPIDecision® Life and LifeTime Benefit Term products - Efinancial holds two U.S. patents for its ALISS® agency management system, which covers lead management and sales cycle tracking[92] - The company has been granted four U.S. patents for the RAPIDecision® Life product and its associated sales and underwriting technology, plus a separate patent for the LifeTime Benefit Term product[93] Regulation Vericity's operations are subject to extensive state and federal regulations, primarily overseen by state insurance departments, with dividend payments from Fidelity Life restricted by Illinois law - Fidelity Life is an Illinois-domiciled insurer licensed in 48 states and DC, while Efinancial is a Washington-domiciled agency licensed in all 50 states and DC. Both are subject to state insurance laws governing financial condition, market conduct, and licensing[107] - As a holding company, Vericity is subject to regulations requiring that transactions with its insurance subsidiary be fair and reasonable, with certain transactions requiring prior regulatory approval[116] - Fidelity Life's ability to pay dividends is limited by Illinois law. In 2022, no dividends were paid, and the remaining ordinary dividend capacity at year-end was $9.8 million[117] - Fidelity Life is required to meet Risk-Based Capital (RBC) standards set by the NAIC. As of December 31, 2022, its capital was well in excess of the 200% authorized control level[123] Properties The company leases three primary locations in Des Plaines, Illinois; Bellevue, Washington; and Tempe, Arizona, transitioning to a remote-first workforce while using these sites for hybrid work options - Vericity and Fidelity Life are headquartered in Des Plaines, IL. Efinancial is headquartered in Bellevue, WA, with call centers in Des Plaines, Bellevue, and Tempe, AZ[139] - The company operates as a remote-first workforce, using its leased properties to provide hybrid work alternatives for employees[139] Legal Proceedings The company is involved in various ordinary course legal proceedings, with management believing no pending case will materially adversely affect its financial condition or operations - The company is subject to various legal proceedings from time to time in the ordinary course of business[140] - Management does not believe any current legal proceedings are likely to have a material adverse effect on the company's financial condition or operational results[142] Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to Vericity, Inc[143] PART II Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Vericity's common stock trades on NASDAQ under "VERY"; the company paid a special $6.25 per share cash distribution in 2019 but no dividends since, with future dividends restricted by Illinois law - The company's common stock is listed on the NASDAQ Capital Market under the symbol "VERY"[145] - A special one-time cash distribution of $6.25 per share was paid on December 6, 2019. No dividends have been paid since[145] - The ability of the insurance subsidiary, Fidelity Life, to pay dividends is restricted by Illinois insurance laws[146] - As of March 28, 2023, there were 905 shareholders of record[147] Selected Financial Data As a smaller reporting company, Vericity, Inc. has elected to use scaled disclosure reporting obligations and is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide the information under Item 301 of Regulation S-K[149] Management's Discussion and Analysis of Financial Condition and Results of Operations For FY2022, Vericity reported a $20.5 million net loss on $163.9 million revenue, driven by lower premiums and commissions, with total assets decreasing to $770.1 million and equity falling to $111.3 million due to investment losses | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Total Revenues | $163.9M | $176.6M | | Total Benefits and Expenses | $186.5M | $193.6M | | Loss Before Income Taxes | ($22.6M) | ($17.0M) | | Net Loss | ($20.5M) | ($16.7M) | - The Agency Segment reported a net loss of $8.7 million in 2022, an increase from a $4.0 million loss in 2021, primarily due to a $3.4 million decrease in earned commissions from lower policy placement rates[233][234][237] - The Insurance Segment reported a net loss of $7.7 million in 2022, compared to a $0.1 million loss in 2021. The increased loss was driven by lower net premiums (due to a new Swiss Re reinsurance treaty) and higher operating costs, partially offset by lower claim benefits[238][246] - Total equity decreased by $61.6 million, from $172.9 million in 2021 to $111.3 million in 2022. This was composed of a $20.5 million net loss and a $41.1 million decrease in other comprehensive income, mainly from unrealized losses on fixed maturity securities[276] Critical Accounting Policies Management identifies critical accounting policies including fair value valuation of fixed maturity securities, deferred policy acquisition costs, future policy benefit reserves, and income taxes, all requiring significant judgment and estimates - Fixed maturity securities are classified as available-for-sale and carried at fair value. As of Dec 31, 2022, 89% of these securities were valued using Level 2 inputs (observable market data) and 10% using Level 3 inputs (unobservable)[177][182] - Deferred Policy Acquisition Costs (DAC) are amortized as a level proportion of premium. The recoverability of the DAC asset is evaluated annually via premium deficiency testing[197][198] - Future policy benefit reserves are calculated using the net level premium method with assumptions for mortality, persistency, and investment returns. A premium deficiency was recognized in the Closed Block of $778 thousand in 2022[201][204] - A 100% valuation allowance is recorded against the deferred tax assets of the non-life subgroup. For the life group, a valuation allowance of $1.1 million was recorded against a portion of unrealized investment losses as of Dec 31, 2022[210][393] Results of Operations In 2022, consolidated revenues decreased to $163.9 million, leading to an increased pre-tax loss of $22.6 million, as Agency and Insurance segments' losses widened due to lower commissions and new reinsurance agreements | (Loss) income before income tax by segment (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Agency | $ (8,695) | $ (3,971) | | Insurance | $ (7,652) | $ (64) | | Corporate & Other | $ (6,221) | $ (13,000) | | Total | $ (22,568) | $ (17,035) | - Agency segment revenues decreased by $4.8 million to $48.0 million in 2022, driven by lower earned commissions and insurance lead sales, leading to a wider pre-tax loss[233][237] - Insurance segment revenues decreased by $8.9 million to $115.6 million in 2022. Net insurance premiums fell by $7.9 million, primarily due to a new reinsurance agreement with Swiss Re[238][239] Financial Position, Liquidity and Capital Resources As of December 31, 2022, total assets decreased to $770.1 million and total equity declined to $111.3 million due to unrealized investment losses, while Fidelity Life's statutory capital exceeded regulatory requirements - Total assets decreased by $17.9 million to $770.1 million at year-end 2022, primarily due to a $54.6 million decrease in the value of invested assets from unrealized losses[274] - Total liabilities increased by $43.6 million to $658.7 million, mainly due to a $37.7 million increase in future policy benefits and claims as the underlying business grows[275] | Consolidated Summary of Cash Flows (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used by operating activities | $ (7,370) | $ (794) | | Net cash used by investing activities | $ (8,766) | $ (1,275) | | Net cash provided (used) by financing activities | $ 3,513 | $ (11,774) | | Net decrease in cash | $ (12,623) | $ (13,843) | - Fidelity Life's statutory capital at December 31, 2022, was well in excess of 200% of its authorized control level RBC, meeting regulatory solvency requirements[291] Quantitative and Qualitative Disclosures About Market Risk The company faces interest rate and credit risks from investments; a 200 basis point interest rate increase would reduce the fixed maturity portfolio by $39.4 million, with credit risk managed via diversification and rating standards - The company's primary market risk exposures are interest rate risk and credit risk related to its investment portfolio[295] - A hypothetical parallel upward shift of 200 basis points in the yield curve would decrease the market value of the fixed maturity portfolio by $39.4 million (13.2%) as of December 31, 2022[297] - Credit risk is managed by setting a minimum credit rating of BBB- for new investments and maintaining an overall portfolio rating of at least A-[299] Financial Statements and Supplementary Data This section includes the independent auditor's unqualified opinion on the consolidated financial statements, along with audited balance sheets, statements of operations, comprehensive income, equity changes, and cash flows for 2022 and 2021 - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion, stating the financial statements present fairly, in all material respects, the financial position and results of operations in conformity with U.S. GAAP[307] | Consolidated Balance Sheet (in thousands) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Investments | $353,800 | $408,381 | | Total Assets | $770,078 | $788,007 | | Total Liabilities | $658,735 | $615,103 | | Total Shareholders' Equity | $111,343 | $172,904 | | Consolidated Statement of Operations (in thousands) | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Total Revenues | $163,912 | $176,579 | | Total Benefits and Expenses | $186,480 | $193,614 | | Net (Loss) Income | $(20,460) | $(16,657) | | Basic & Diluted EPS | $(1.38) | $(1.12) | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with the company's accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None reported[474] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes reported during the year - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[475] - Based on an evaluation using the COSO 2013 framework, management concluded that internal control over financial reporting was effective as of December 31, 2022[477] - There were no changes in internal control over financial reporting during 2022 that materially affected, or are reasonably likely to materially affect, internal controls[478] Other Information This item is not applicable - Not applicable[479] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable - Not applicable[479] PART III Directors, Executive Officers and Corporate Governance As a "controlled company" due to Apex Holdco's majority ownership, Vericity is exempt from certain Nasdaq independence rules, with its board having audit, compensation, and nominating/governance committees, and an Advisory Board providing policy advice - Due to Apex Holdco L.P. owning approximately 76.5% of shares, Vericity qualifies as a "controlled company" under Nasdaq rules and is exempt from certain board independence requirements[505] - The Board of Directors has three main committees: Audit, Compensation, and Nominating and Governance[509] - The audit committee members meet the independence standards of the Exchange Act and Nasdaq rules. Scott R. Perry is designated as the "audit committee financial expert"[510] - An Advisory Board was established, composed of former directors of Members Mutual, to provide general policy advice to the Board of Directors[515] Executive Compensation Executive compensation includes base salary, an annual bonus based on corporate and segment performance targets, and participation in an equity incentive plan administered by the majority shareholder, Apex Holdco | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | James Hohmann, CEO | 2022 | 767,350 | 411,491 | 41,181 | 1,220,022 | | James Harkensee, EVP | 2022 | 450,000 | 177,086 | 31,312 | 658,398 | | Laura Zimmerman, EVP | 2022 | 382,500 | 141,451 | 30,836 | 554,787 | - The 2022 short-term incentive bonus was based on achieving performance targets for Corporate (66% achieved), Fidelity Life (109% achieved), and Efinancial (27% achieved)[528][530] - Key executives and directors received grants of Class B units under the Apex Holdco L.P. 2019 Equity Incentive Plan, which are non-voting profits interests in the standby purchaser (majority shareholder)[535] - Non-employee directors receive an annual retainer of $100,000. Directors designated by the standby purchaser (Messrs. Rahe, Dong, and Perry) do not receive cash compensation from the company[542] Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters As of March 30, 2023, Apex Holdco, L.P. was the sole beneficial owner of over 5% of common stock at 76.5%, while all current directors and executive officers collectively owned 10.4% | Five Percent (5%) Shareholders | Number of Shares | Percentage of Class (%) | | :--- | :--- | :--- | | Apex Holdco, L.P. | 11,373,352 | 76.5% | - J. Christopher Flowers may be deemed the beneficial owner of the shares held by Apex Holdco, L.P[547] - All current directors and executive officers as a group (12 persons) beneficially own 1,553,296 shares, representing 10.4% of the class[549] Certain Relationships and Related Transactions, and Director Independence The company reports that it has no related party transactions to disclose under this item - The Company has no related party transactions[550] Principal Accountant Fees and Services For fiscal year 2022, the company incurred $1.2 million in fees to Deloitte & Touche LLP, with all audit and non-audit services pre-approved by the audit committee | Fee Type (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $1,200 | $1,100 | | Audit-Related Fees | $0 | $7 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | Total | $1,200 | $1,107 | - The audit committee pre-approved all audit and non-audit services provided by Deloitte & Touche LLP for fiscal years 2022 and 2021[555] PART IV Exhibits, Financial Statement Schedules This section lists the consolidated financial statements and various exhibits filed with the Form 10-K, including corporate governance documents, material contracts, and executive certifications - This section contains the index of financial statements, schedules, and exhibits filed with the Form 10-K[557] - Key exhibits filed include corporate governance documents, material contracts (e.g., reinsurance agreements, employment agreements), and executive certifications[561][562] Form 10-K Summary No summary is provided under this item - None[564]