Primerica(PRI) - 2023 Q4 - Annual Report

Part I Business Overview Primerica, Inc. is a leading provider of financial products to middle-income households in the U.S. and Canada, utilizing a large independent sales force Overview and Corporate Structure Primerica provides financial products to middle-income families in the U.S. and Canada, supported by 141,572 licensed sales representatives and managing 2.9 million client investment accounts - Primerica's mission is to serve middle-income families by helping them make informed financial decisions to gain financial independence[29] - The company's strategy in 2023 focused on maximizing sales force growth, broadening the protection product portfolio, becoming the provider of choice for retirement products, and developing powerful digital capabilities[29] Distribution Model The company employs a modified insurance agency model with a large, independent sales force of over 141,000 licensed representatives Sales Force Recruiting and Licensing (2021-2023) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Number of new recruits | 361,925 | 359,735 | 349,374 | | Number of newly life insurance-licensed representatives | 49,096 | 45,147 | 39,622 | | Total life insurance-licensed representatives (end of period) | 141,572 | 135,208 | 129,515 | - The distribution model is characterized by independent entrepreneurs, low barriers to entry, a focus on sales force leadership (RVPs), an innovative compensation structure, and a large, dynamic sales force that utilizes a "warm market" approach[33][38] - Primerica advances a significant portion of insurance commissions upon application submission, providing immediate cash flow to representatives but subject to chargebacks if the policy lapses within the first year[53] - Supervision and compliance are shared responsibilities between the company and Regional Vice Presidents (RVPs), involving annual compliance meetings, regular audits of sales offices, and monitoring by home office personnel[66][67][70] Product Offerings Primerica offers products across four segments: Term Life Insurance, Investment and Savings, Senior Health, and Other Distributed Products - The company's product offerings are designed to be consistent with sound financial principles for middle-income consumers, such as providing financial protection, encouraging long-term savings, and reducing debt[76] Term Life Insurance Policies Issued | | 2023 | 2022 | Adjusted 2022 (estimated) | | :--- | :--- | :--- | :--- | | Number of policies issued | 358,860 | 291,918 | 333,020 | Term Life Insurance In Force | | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Number of policies in force | 2,959,006 | 2,896,667 | 2,885,963 | | Face amount in force (in millions) | $944,609 | $916,808 | $903,404 | - In the Investment and Savings Products segment, key U.S. mutual fund partners include Franklin Templeton, Invesco, American Funds, and Fidelity, which collectively accounted for approximately 98% of mutual fund sales in 2023[102] - The Senior Health segment, operated through e-TeleQuote, distributes Medicare Advantage and Medicare Supplement plans from major carriers like UnitedHealthcare, Humana, Aetna, Cigna, and Elevance Health[122] Regulation The company's business is subject to extensive and complex regulation at the federal, state, and provincial levels in the U.S. and Canada - U.S. insurance subsidiaries are regulated by state insurance departments, which oversee premium rates, reserve requirements, marketing practices, and capital adequacy under NAIC guidelines[135][136] - The Parent Company is a holding company and depends on dividends from its subsidiaries to meet its obligations, with dividend payments restricted by state and Canadian regulations based on statutory income and surplus[145][146] - The investment and savings products business is regulated by the SEC and FINRA in the U.S. and by CIRO and provincial securities commissions in Canada, covering sales methods, capital structure, and conduct of representatives[160][167] - The Senior Health business (e-TeleQuote) is heavily regulated by the U.S. Centers for Medicare and Medicaid Services (CMS), which prescribes specific rules for marketing and interactions with Medicare beneficiaries[173][174] Human Capital Management Primerica manages human capital for its 3,450 employees across the U.S., Canada, and Pakistan, emphasizing talent development, diversity, and high retention Employee Count as of December 31, 2023 | | U.S. | Canada | Pakistan | | :--- | :--- | :--- | :--- | | Full-time employees | 2,432 | 274 | 143 | | Part-time employees | 21 | 1 | - | | On-call and temporary | 519 | 60 | - | | Total | 2,972 | 335 | 143 | - The company's U.S. workforce diversity at year-end 2023 was 63.3% female and 36.7% male, with 44.7% White, 32.0% Black or African American, 12.1% Hispanic or Latino, and 7.5% Asian/Pacific Islander[194] - The employee retention rate in 2023 was 89% (excluding e-TeleQuote employees), and the company has been recognized as a "Top Workplace" by the Atlanta Journal-Constitution for ten consecutive years[201] Risk Factors The company faces material risks from its distribution structure, extensive regulation, market volatility, and operational challenges like cybersecurity threats - Distribution Structure Risks: Failure to attract and retain independent sales representatives, potential reclassification of independent contractors to employees, and non-compliance with laws governing the distribution model could adversely affect business[209][219] - Insurance and Reinsurance Risks: Business may face losses if actual mortality or persistency experience differs from assumptions, is highly regulated, and faces risks from reinsurer failure[225][229][244] - Investment and Savings Products Risks: The segment is heavily dependent on a limited number of mutual fund and annuity providers, and heightened standards of conduct could increase compliance burdens and litigation risk[250][258] - Senior Health (e-TeleQuote) Risks: Inability to execute an effective business strategy, heavy regulation by CMS, dependence on lead generation, and reliance on key carrier partners pose significant risks[268][273][277] - Financial and Economic Risks: Credit deterioration and interest rate fluctuations in the invested asset portfolio, changes in accounting standards, and reliance on subsidiary dividends for holding company liquidity are key financial risks, alongside economic downturns and public health crises[292][310][314][316] - Cybersecurity and Technology Risks: Failure or compromise of IT systems, or those of third-party partners, could lead to operational disruptions, reputational harm, and liability from data breaches[299][305] Cybersecurity Primerica manages cybersecurity risks through established processes, integrating them into enterprise risk management with Board oversight and an incident response plan - The Board of Directors has oversight responsibility for cybersecurity risks and receives quarterly reports on the matter[349] - The company employs a three-lines-of-defense model for information security risk: management owns the risk, enterprise risk management assesses and oversees compliance, and internal audit reviews the effectiveness of the first two lines[344] - An incident response plan is in place to monitor, detect, mitigate, and remediate security incidents, with clear roles and reporting lines to senior management and the Board[346] Properties The company's executive offices and primary operations are in a leased 345,000 sq. ft. facility in Duluth, GA, complemented by other key leased regional offices - The main executive and operational facility is a leased 345,000 sq. ft. office in Duluth, GA, with a lease extending to the end of 2035[351] - Key leased regional offices are located in Mississauga, ON for Canadian operations; Long Island City, NY for NBLIC; and Clearwater, FL for e-TeleQuote[352][353] Information About Our Executive Officers and Certain Significant Employees This section lists the names, ages, and positions of the company's executive officers and certain significant employees, comprising the senior management team - Glenn J. Williams has served as Chief Executive Officer since April 2015 and began his career with Primerica in 1981 as a member of the sales force[359] - Peter W. Schneider has served as President since April 2015, having previously been the company's General Counsel and Chief Administrative Officer since 2000[360] - Tracy X. Tan joined as Executive Vice President and Chief Financial Officer in December 2023, bringing extensive financial leadership experience from companies like Strategic Link Consulting, Assurant, and General Electric[361] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Primerica's common stock trades on the NYSE, with the company declaring a $0.75 per share quarterly dividend and authorizing a new $425.0 million share repurchase program - In Q1 2024, a quarterly dividend of $0.75 per share was declared[381] Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | Oct 1-31, 2023 | 324,633 | $198.93 | 324,182 | $8,046,834 | | Nov 1-30, 2023 | 39,984 | $202.89 | 39,668 | $425,000,000 | | Dec 1-31, 2023 | - | - | - | $425,000,000 | | Total | 364,617 | $199.37 | 363,850 | $425,000,000 | - On November 16, 2023, the Board authorized a new share repurchase program for up to $425.0 million of common stock, running through December 31, 2024[383] Management's Discussion and Analysis of Financial Condition and Results of Operations This section details Primerica's financial condition and results of operations for the three years ended December 31, 2023, covering business trends, segment performance, and capital resources Business Trends and Conditions Company performance is influenced by economic conditions, market volatility, and inflation, with sales force and term life sales growing, while investment product sales decreased Sales Force Growth | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | New recruits | 361,925 | 359,735 | 349,374 | | New life-licensed representatives | 49,096 | 45,147 | 39,622 | | Life-licensed representatives (end of period) | 141,572 | 135,208 | 129,515 | Investment and Savings Product Sales (in millions) | Product | 2023 (in millions) | 2022 (in millions) | 2021 (in millions) | | :--- | :--- | :--- | :--- | | U.S. retail mutual funds | $3,898 | $4,266 | $5,146 | | Annuities and other | $2,818 | $2,629 | $3,076 | | Managed investments | $1,212 | $1,513 | $1,506 | | Total Product Sales | $9,212 | $10,009 | $11,704 | Senior Health Key Metrics | | 2023 | 2022 | 2021¹ | | :--- | :--- | :--- | :--- | | Number of approved policies | 58,457 | 77,086 | 50,323 | | LTV per approved policy | $945 | $860 | $1,109 | | CAC per approved policy | $945 | $888 | $1,049 | | LTV/CAC Ratio | 1.00 | 0.97 | 1.10 |
¹ From acquisition date of July 1, 2021. - Regulatory changes in Canada, effective June 2022, prohibited up-front sales commissions on mutual funds, leading Primerica to adopt a new Principal Distributor model that shifts revenue to be primarily asset-based[432] Results of Operations In 2023, total revenues increased 4% to $2.82 billion, and net income rose 23% to $576.6 million, driven by higher net premiums and investment income Consolidated Results of Operations (in thousands) | | 2023 (in thousands) | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | :--- | | Total revenues | $2,815,691 | $2,720,133 | $2,709,732 | | Total benefits and expenses | $2,064,011 | $2,100,150 | $2,066,203 | | Income before income taxes | $751,680 | $619,983 | $643,529 | | Net income attributable to Primerica, Inc. | $576,601 | $472,068 | $477,362 | - Net investment income increased 46% in 2023 to $135.8 million, primarily due to higher yields in the invested asset portfolio and a larger portfolio size[501] - The Term Life Insurance segment's income before taxes grew 7% to $552.2 million in 2023, driven by a 4% increase in net premiums from business growth[515][516] - The Senior Health segment reported a loss before taxes of $20.1 million in 2023, a significant improvement from a loss of $98.7 million in 2022, which included a $60.0 million goodwill impairment charge[531] Financial Condition, Liquidity and Capital Resources As of December 31, 2023, total assets were $15.03 billion and liabilities $12.96 billion, supported by a conservative investment strategy and strong liquidity from subsidiary dividends Key Financial Condition Metrics (in millions) | | Dec 31, 2023 (in millions) | Dec 31, 2022 (in millions) | | :--- | :--- | :--- | | Total Investments | $4,206.0 | $4,097.6 | | Total Assets | $15,027.7 | $14,641.4 | | Total Liabilities | $12,961.8 | $12,610.2 | | Total Stockholders' Equity | $2,066.0 | $2,031.3 | - The company's fixed-maturity investment portfolio had an average rating of 'A' and an average duration of 4.7 years as of December 31, 2023[557] - The Parent Company's primary sources of cash are dividends from subsidiaries, receiving $352.3 million from life insurance subsidiaries and $203.2 million from non-life insurance subsidiaries in 2023[564] - The company has $600.0 million of 2.80% Senior Notes due 2031 and maintains an undrawn $200.0 million revolving credit facility[583][588] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risks, primarily interest rate risk, Canadian currency risk, and credit risk, which are managed through diversification and monitoring - Interest Rate Risk: A hypothetical 100 basis point parallel upward shift in the yield curve would cause the fair value of the fixed-maturity securities portfolio to decline by approximately $111.8 million (4%) as of December 31, 2023[596] - Canadian Currency Risk: A hypothetical 10% decrease in the value of the Canadian dollar relative to the U.S. dollar would have decreased income before income taxes for 2023 by an estimated $10.5 million[598] - Credit Risk: The company manages credit risk through diversification, monitoring the financial condition of its reinsurance partners, and maintaining investment guidelines that limit exposure to any single issuer or sector[600][603] Financial Statements and Supplementary Data This section contains the company's audited consolidated financial statements for the three years ended December 31, 2023, along with notes and an unqualified audit opinion from KPMG LLP Consolidated Financial Highlights (in thousands) | | Dec 31, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | Total Assets | $15,027,732 | $14,641,423 | | Total Liabilities | $12,961,765 | $12,610,169 | | Total Stockholders' Equity | $2,065,967 | $2,031,254 | | | FY 2023 | FY 2022 | | Total Revenues | $2,815,691 | $2,720,133 | | Net Income Attributable to Primerica | $576,601 | $472,068 | | Diluted EPS | $15.94 | $12.33 | - The company adopted the new accounting standard for Long-Duration Contracts (LDTI) on January 1, 2023, with a transition date of January 1, 2021, and all prior period financial information has been restated accordingly[608][694] - The independent auditor, KPMG LLP, issued an unqualified opinion on both the consolidated financial statements and the effectiveness of the company's internal control over financial reporting as of December 31, 2023[606][607] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes in Q4 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[871] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework (2013)[873] - The independent registered public accounting firm, KPMG LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting[877] Part III Items 10-14 This section incorporates information by reference from the 2024 Proxy Statement, covering directors, executive compensation, security ownership, and related party transactions - Information required for Items 10, 11, 12, 13, and 14 is primarily incorporated by reference from the company's 2024 Proxy Statement[887] Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Name | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | 2020 Omnibus Incentive Plan | 237,095 | N/A | 1,252,002 | | Stock Purchase Plan for Agents and Employees | - | N/A | 1,646,243 | | Total | 237,095 | N/A | 2,898,245 | Part IV Exhibits, Financial Statement Schedules This section lists all financial statements, supplementary schedules, and exhibits filed as part of the Form 10-K report, with financial statements included in Item 8 - This section contains the list of all financial statements, schedules, and exhibits filed with the 10-K[899][901] - Financial statement schedules provided include: Schedule I (Consolidated Summary of Investments), Schedule II (Condensed Financial Information of Registrant), Schedule III (Supplementary Insurance Information), and Schedule IV (Reinsurance)[900]