UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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 001-38945
VERICITY, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
8700 W Bryn Mawr Avenue, Suite 900 S, Chicago, Illinois
(Address of principal executive offices)
46-2348863
(I.R.S. Employer
Identification No.)
60631
(Zip Code)
Registrant’s telephone number, including area code: (312) 379-2397
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, Par Value $0.001 per share
Trading
Symbol(s)
VERY
Name of each exchange on which registered
NASDAQ Capital Market
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
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. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
☐
☒
☒
Accelerated filer
Smaller reporting company
☐
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the offering price and number of shares sold in the Registrant’s initial
public offering on August 7, 2019, was $18,411,600.
The number of shares of Registrant’s Common Stock outstanding as of March 30, 2021 was 14,875,000.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
Business
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
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Item 1. Business.
Overview
PART I
On August 7, 2019, Vericity, Inc. (the “Company”) completed the initial public offering of 14,875,000 shares of its common stock at a price of
$10.00 per share (the “IPO”). The IPO was conducted in connection with the conversion of Members Mutual Holding Company (“Members Mutual”) from
mutual to stock form and the acquisition by Vericity, Inc. of all of the capital stock of Members Mutual following its conversion to stock form after its plan
of conversion and amended and restated articles of incorporation were approved at a special meeting of eligible members on August 6, 2019 (the
“Conversion”). As a result of the Conversion, Vericity, Inc. became the holding company for converted Members Mutual and its indirect subsidiaries,
including Fidelity Life Association and Efinancial, LLC.
In the IPO, a total of 3,501,648 shares were sold to eligible members, employees and management of Members Mutual, and certain purchasers in a
community offering, and a total of 11,373,352 were sold to Apex Holdco L.P., an affiliate of J.C. Flowers IV L.P., a private equity fund advised by J.C.
Flowers & Co. LLC, pursuant to a standby stock purchase agreement under which Apex Holdco L.P. agreed to act as the standby purchaser for the IPO
(“Standby Purchaser”). As a result, the Standby Purchaser owns approximately 76.5% of the issued and outstanding shares of Vericity, Inc. common stock.
We conduct our business through our two operating subsidiaries, Fidelity Life Association, an Illinois-domiciled life insurance company chartered in
1896 (“Fidelity Life”), and Efinancial, LLC, a call center-based insurance agency (“Efinancial”). Fidelity Life distributes life insurance products through
Efinancial and other unaffiliated agents and is licensed in the District of Columbia and every state except New York and Wyoming. A.M. Best has assigned
an “A-” (Excellent) rating to Fidelity Life, which is the fourth highest out of fifteen ratings. Fidelity Life is located in Chicago, Illinois.
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
strive to deliver to this market affordable, easy to understand term and whole life insurance products through a consumer-friendly and efficient sales
process. Through innovation in product design and distribution that provides access to the Middle Market, including call center and web-enabled sales and
underwriting processes, quick issuance of policies and an emphasis on products not medically underwritten at the time of sale, we believe we are well
positioned to make life insurance more affordable and accessible to the Middle Market.
Efinancial markets life products for Fidelity Life and other unaffiliated insurance companies. Efinancial’s primary operations are conducted through
employee agents from three call center locations in Bellevue, Washington, Chicago, Illinois and Tempe, Arizona, which we refer to as our retail channel,
and through independent agents and other marketing organizations, which we refer to as our wholesale channel. Efinancial’s principal office is located in
Bellevue, Washington.
We believe our ability to unconditionally issue policies either during or within 24 to 48 hours of the initial call differentiates us from our
competitors. Leveraging our patented RAPIDecision® sales and underwriting processes, we can sell a life insurance policy to a consumer before medical
underwriting is complete. We are able to complete an initial underwriting process for most of our life insurance applicants either during or shortly after the
initial call, and if not, within 24 to 48 hours after that initial call. For the year ended December 31, 2020, approximately 90% of our policy applications
processed through our RAPIDecision® underwriting process received an underwriting disposition on or shortly after the initial sales call. Approximately
one-half of the remaining applications received final underwriting decisions within the next 24 to 48 hours.
Our RAPIDecision®Life product provides coverage at the point of issue that is a blend of all-cause term life insurance for part of the coverage and
accidental death insurance for the remainder of the total face amount. If a policyholder completes medical underwriting after the initial sale of the
RAPIDecision®Life product, the policy benefits may be improved based on the underwriting results to increase the proportion of all-cause term life
insurance coverage, typically with no increase in premium. In some instances, based upon the results of predictive analytic models, the consumer can
qualify for the full amount of all-cause coverage without medical testing.
For the years ended December 31, 2020 and 2019, we had total consolidated revenue of $147.8 million and $135.3 million, net life premium
revenue of $108.0 million and $94.4 million, and a net loss of $(25.0) million and $(19.3) million, respectively. As of December 31, 2020, we had total
assets of $768.8 million and equity of $195.2 million.
1
Our Approach
Our business model is predicated upon gaining cost effective access to the Middle Market, engaging consumers in our sales process for life
insurance with products that have higher placement rates than traditional fully underwritten term life insurance in a call center environment, and issuing
those products quickly. We require access to a large quantity of quality sales leads to keep our retail call center agents productive. Currently, we acquire
most of our sales leads from third-party lead vendors. We supplement that lead flow with leads we generate ourselves. More significantly, we are rapidly
increasing our affinity business with non-life insurance partners that provide their customers or prospects as leads, and we market and sell life insurance
products to those leads.
We tend to sell policies with lower face amounts, resulting in more affordable options for our customers. Although not the lowest priced, our
products are competitive and they represent an attractive consumer value considering the coverage they provide and the relative simplicity of our sales and
underwriting processes. Our business model allows us to capture end-to-end data beginning with the acquisition of sales leads through the final disposition
of life insurance policies. With this data, we plan to develop and apply predictive analytics to realize efficiencies at various points in the sales process.
Business Segments
We manage our business through three segments:
•
•
•
Agency. Our Agency Segment operates through Efinancial. Efinancial sells insurance products through its call center distribution platform
and through its independent agents and other marketing organizations.
Insurance. Our Insurance Segment operates through Fidelity Life. Fidelity Life engages in the principal business lines of Core Life, Non-
Core Life, Closed Block, annuities and assumed life. In its Core Life and Non-Core Life business lines, Fidelity Life offers primarily term life
insurance products, and to a lesser extent accidental death and final expense products. We currently do not offer annuity contracts, separate
account variable products or universal life products.
Corporate. Our Corporate Segment consists primarily of a small amount of capital required to be maintained for regulatory purposes, and
also includes certain expenses considered to be corporate and not allocated to our Agency or Insurance Segments.
Agency Segment
Overview
The Agency Segment 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 channel. Efinancial’s
employee agents utilize insurance sales leads to contact potential customers and then work with the customers to complete the sales process, which can
occur during the initial contact or within 24 to 48 hours for non-medically underwritten policies. In our wholesale channel, in consideration for using our
carrier contracts, access to leads and case management services, we receive a portion of the commission earned by the independent agent from the carrier.
Efinancial also generates insurance lead sales revenue through its eCoverage web presence, and through the resale of leads that are not well suited for our
call center.
Agents
Our agents in the Agency Segment are either employed by Efinancial or are independent agents who sell through our wholesale distribution channel.
Our Employee Agents
In each of our retail call center facilities, our employee agents, or call center insurance agents, conduct outbound telephone sales using insurance
sales leads obtained from sales leads vendors or generated by our own marketing efforts or through our affinity partner relationships. To a much lesser
extent, the call center insurance agents also handle inbound telephone and web-based inquiries directly from consumers. Our patented ALISS® platform
provides a structured environment in which our call center insurance agents are able to efficiently handle both in-bound and out-bound sales traffic.
2
Efinancial is reliant on a capable and well-trained sales force of insurance agents to effectively operate its call centers. It is therefore important for
Efinancial’s business to attract, retain and develop its call center insurance agents. Efinancial primarily recruits individuals with little or no prior experience
in the insurance industry. We seek to develop a career path for our recruits by providing a comprehensive training program designed to assist new recruits
in becoming licensed agents and achieving success with call center marketing. In a process that typically takes between six to eighteen weeks, a new hire
will receive training, learn to develop leads and work towards receiving the required insurance sales licenses. Following licensure and promotion to retail
call center agent, a new agent is placed on the sales floor, where monitoring and coaching continue. As an agent develops sales experience, the level of
supervision of that agent decreases and the agent is able to handle more sophisticated sales opportunities.
For the years ended December 31, 2020 and December 31, 2019, Efinancial’s retail call centers generated a total of $41.0 million and $35.8 million,
respectively, in commission revenues, of which $30.8 million and $21.7 million, respectively, were generated from sales of Fidelity Life products.
Our Independent Agents
Efinancial has developed capabilities that allow us to expand sales operations beyond the call center insurance agents traditionally associated with a
direct sales operation. Efinancial also operates as a wholesale agency and recruits independent agents to market insurance products using Efinancial’s
platform. Through our wholesale channel, we subcontract with our independent agents to sell through Efinancial’s contracts with its insurance carriers.
Efinancial offers services to these independent agents, including access to our ALISS® technology, marketing platform, case management services,
insurance sales leads and sales education. Efinancial earns a portion of the commission revenue on independent agent sales. For the years ended
December 31, 2020 and December 31, 2019, Efinancial generated $2.6 million and $3.6 million, respectively, in revenue from our affiliation with our
independent agents.
Our Partners
We partner with unaffiliated insurance carriers to market their products through our agency distribution platform. We also have marketing
relationships with third-party businesses and member organizations, which we call our affinity partners, under which Efinancial provides their customers
and members with access to the insurance products we market, either under their brand or Efinancial’s brand.
Other Insurance Carriers
Our Agency Segment also generates revenue from the sales of insurance products issued by unaffiliated companies, or carriers. We typically enter
into contractual agency relationships with carriers that are non-exclusive and terminable on short notice by either party for any reason. Efinancial’s retail
call center agents help consumers select among these carriers based on that consumer’s needs, insurance product features, cost and other factors. The mix
of insurance carrier sales will vary over time based on client preferences, carrier strategies, availability of new product features, premium cost,
commissions paid, carrier placement rates, and ease of doing business.
For the years ended December 31, 2020 and December 31, 2019, Efinancial generated $12.6 million and $17.8 million, respectively, in total
commission revenue from agency contracts with unaffiliated life insurance carriers.
The following tables show our total earned commissions for our retail and wholesale channels:
Retail Channel:
(dollars in thousands)
Carrier
Fidelity Life Association
Affinity partners
All other carriers
Total earned commissions
For the Years Ended
December 31,
2020
2019
$
$
30,615 $
3,081
7,342
41,038 $
21,503
2,429
11,898
35,830
3
Wholesale Channel:
(dollars in thousands)
Carrier
Fidelity Life Association
All other carriers
Total earned commissions
Wholesale commission expense
Net earned wholesale commissions
For the Years Ended
December 31,
2020
2019
$
$
165 $
2,824
2,989
603
2,386 $
249
3,911
4,160
599
3,561
Affinity Partners
In a typical affinity partner arrangement, Efinancial will market our range of insurance products to the affinity partner’s customers or prospects
under Efinancial’s brand or our affinity partner’s brand. Affinity partner relationships offer an attractive source for insurance sales leads and increase our
revenues. Given the existing relationship between an affinity partner and its prospects or customers, we believe that the sales leads generated by our affinity
partners are of a high quality relative to sales leads purchased from a third-party. We expect affinity partner relationships to continue to be a valuable source
of future growth. Currently, nearly all of our affinity business is derived from a single affinity partner.
Our Technology Platform
ALISS®
Our patented Automated Life Insurance Sales System, or ALISS®, is our proprietary software used to operate our retail call centers. ALISS® is
made up of several functional modules including lead management, call scripting, quoting, insurance policy applications, product information and
consumer relationship management. ALISS® is integrated with a third-party telephony system to prioritize and distribute calls to sales personnel. This
technology solution has logic that makes allocations to specific call center insurance agents based on factors such as availability, complexity of sales leads,
state licensing requirements, source of the sales lead and other factors, in an effort to enhance the productivity and effectiveness of our retail call centers.
We also make ALISS® available to our independent agents that use the software as a service remotely from their locations. We believe that ALISS®
provides a comprehensive package of operational features that help our distributors increase their productivity and grow their businesses. We continue to
invest in updates and efficiencies to this program.
Consumer Technologies
Fidelity Life has developed a digital purchase experience – a web portal that enables qualified consumers to calculate how much life insurance they
need, obtain quotes, apply, and purchase a policy online. Consumers can also start the purchase process online and seamlessly transition to speak with an
agent at any point in the journey. Fidelity Life also has a robust website, FidelityLife.com, that enables consumers to obtain customized product
recommendations and quotes depending on their personal situation. Efinancial also has several web portals for consumers to shop for insurance, including
efinancial.com, termfinder.com and ecoverage.com. These web portals offer consumers easy-to-use tools, such as online price quoting and information (in
the form of articles and blogs) designed to help consumers better understand the life insurance market. These websites also provide consumers with the
ability to initiate the sales process online.
Marketing
Efinancial’s business relies heavily on the use of insurance sales leads. Our sales leads are records of personal and contact information of potential
purchasers of life insurance. We analyze these sales leads to enable our agents to make contact with consumers that we believe are more likely than the
general population to purchase life insurance products.
Efinancial uses a combination of marketing methods to obtain insurance sales leads to support its operations. Efinancial acquires a significant
portion of its sales leads from third-party vendors specializing in insurance sales leads. Additionally, Efinancial generates leads through its websites
(including efinancial.com and ecoverage.com) and through affinity partners whose customers and prospects are interested in life insurance. We evaluate the
profitability of sales leads by analyzing their cost and productivity based on the sales resulting from these sales leads. We use this information to seek to
optimize the productivity and cost efficiency of leads we acquire.
4
As a result of our business model, Efinancial’s marketing expenses are a significant part of our total cost of doing business. To reduce our customer
acquisition costs, we contract with third-party marketers who contact consumers, some of whom will click through to one of eCoverage’s landing pages. In
addition to becoming an Efinancial lead, the consumer may also “click” on an ad to receive a quote from a third-party carrier. If the consumer clicks on an
insurance option sponsored by another company, we generate insurance lead sales revenue from that click. We are also able to generate insurance lead sales
revenue through the sale of information regarding leads sourced through the eCoverage landing pages. For the years ended December 31, 2020 and
December 31, 2019, we generated $5.0 million and $6.3 million from insurance lead sales revenues, respectively. Additionally, we seek to sell a policy to
that lead through our call center.
For a description of the marketing of policies written by Fidelity Life, see “Business—Insurance Segment—Distribution.”
Competition
Efinancial competes for access to talented sales representatives and for quality sales prospects or leads. Much of the competition for talent involves
agent recruitment. Efinancial’s competitors include SelectQuote, AIG Direct, and Health I.Q., among others. Certain competitors in the direct distribution
call center industry have been in business longer than Efinancial and are more established and have greater resources to hire insurance agents and develop
new technologies. Also, agents choose to work through agencies based on a number of factors including marketing service and support, technology tools,
the insurance company that the agency represents, sales commission structure, and the number and quality of sales leads. However, Efinancial believes that
its innovative sales processes and the Fidelity Life quick-issue products it sells, combined with our ability to customize our product offering based on a
customer’s ability to pay through our distribution platform, position Efinancial to successfully compete and continue to grow in the Middle Market.
Insurance Segment
Overview
Fidelity Life was chartered in 1896 and operated independently until the 1950s, when it became affiliated with several stock life insurance
companies that managed its operations and controlled its strategies pursuant to a management services agreement. In 2003, the independent members of the
Board of Directors undertook a review of the longstanding management relationship and future plans for operation of Fidelity Life. During 2005, the prior
long-term management contract and all affiliations were terminated and a reconstituted Board of Directors and a new management team were selected.
Since then, Fidelity Life has again operated independently.
As discussed in more detail below, 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 in-force 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; in-force 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 in-force 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. In 2019, one of these former affiliates recaptured the majority of the assumed
block of life business. The annuity deposits were ceded to Fidelity Life through two contracts entered into in the early 1990s. These annuity and assumed
life deposits are now largely in run-off, with only minor amounts of new deposits each year. There are minimal remaining surrender charges associated with
the assumed annuity contracts.
5
The following table sets forth the net premium revenues by business line for Fidelity Life’s Insurance Segment for the years ended December 31,
2020 and December 31, 2019:
(dollars in thousands)
Net insurance premiums
Core Life
Non-Core Life
Closed Block
Annuities and Assumed Life
Total
Core Life and Non-Core Life
Our Products
For the Years Ended
December 31,
2020
2019
$
$
66,166 $
34,039
7,792
45
108,042 $
60,223
33,850
747
(450)
94,370
In its Core and Non-Core Life insurance business, Fidelity Life offers an array of traditional and innovative insurance products. The principal life
insurance products offered by Fidelity Life fall within the RAPIDecision® product line. The RAPIDecision® product line includes several term life
insurance products. RAPIDecision® products use our RAPIDecision® underwriting process, which is a process that for many products does not rely on
medical testing as part of the underwriting process, thereby substantially shortening the time required for underwriting and policy issuance. See
“Underwriting and Risk Selection.”
Core Life:
RAPIDecision® Life. Our RAPIDecision® Life product was introduced in 2008 and is primarily marketed by Efinancial and select unaffiliated
distributors. The RAPIDecision® Life product was specifically designed to address the problem of low product placement in direct distribution for
medically underwritten business, stemming in part from the typical length of the life insurance underwriting process. Our RAPIDecision® Life product
incorporates the following features:
•
•
•
•
A patented sales process featuring RAPIDecision® underwriting, which allows for the quick issuance of a policy. Under certain
circumstances, this policy will be issued entirely on an all-cause basis. In other circumstances, the issuance will provide a blend of all-cause
term life insurance coverage and accidental death benefit coverage;
If issued as a blend of all-cause and accidental death benefit coverage, there is an option permitting policyholders to begin a traditional
medical underwriting process within the first six months after policy issuance;
Depending on the underwriting results, policyholders completing medical underwriting may have the option to reduce or eliminate the
accidental death coverage and increase the proportion of the all-cause term life insurance coverage under the policy with no increase in
premium; and
Policyholders not completing medical underwriting (or failing to meet medical underwriting standards) may retain the original coverage
blend of term life and accidental death benefit coverage at the existing premium rates.
LifeTime Benefit Term. LifeTime Benefit Term is our patented voluntary worksite product offering. Voluntary worksite policies like LifeTime
Benefit Term are provided to employer and other groups for sales to their employees, participants and members. LifeTime Benefit Term insurance is sold
on a group policy basis by offering future paid up coverage additions after the policy has been in force for a certain number of years. LifeTime Benefit
Term coverage can be kept by the individual after they leave employment with the group. We have been issued a patent for one variation of the LifeTime
Benefit Term product. We largely ceased writing this business directly in 2014 and have entered into a licensing agreement and reinsurance agreement
under which we license the product to Combined Insurance Company of America (“Combined Insurance”) and assume 50% of the business written. The
licensing agreement provides Combined Insurance with an exclusive, non-transferable license to market the LifeTime Benefit Term product. In the event
Combined Insurance fails to meet certain sales volumes for the product, the license becomes non-exclusive or, in certain circumstances, terminable at the
option of Fidelity Life. The license agreement would terminate if Combined Insurance were to stop selling the product, exit the worksite market, or if
Fidelity Life ceased assuming reinsurance on the product from Combined Insurance. Additionally, Combined Insurance may terminate the license with 60
days’ notice. Fidelity Life continues to manage the direct in-force block of LifeTime Benefit Term policies that are now in run-off.
RAPIDecision® Final Expense. Our RAPIDecision® Final Expense product is targeted toward individuals aged 50-85 and provides permanent
whole life coverage for amounts ranging from $5,000 to $35,000. These policies are designed to help in lessening the burden of covering final expenses,
such as medical costs, funeral costs, and credit card debt. Like RAPIDecision® Life, RAPIDecision® Final Expense does not require a medical
examination, but instead approval is determined based upon answers to
6
various health questions and database results. There is a related graded death benefit Final Expense product for poorer underwriting risks.
Non-Core Life:
Accidental Death Benefit. Fidelity Life offers accidental death benefit insurance as both a policy rider and as stand-alone policy coverage. The
accidental death benefit product covers death due to accidental causes as defined in the policy. Accidental death benefit is a quick-issue product with
limited underwriting.
RAPIDecision® Senior Life Term and Whole Life. Fidelity Life’s Senior Life Term and Whole Life products are designed for impaired risk
individuals in particular age ranges (50 to 70 for term and 50 to 85 for whole life). Senior Life Term and Whole Life products are underwritten utilizing the
RAPIDecision® underwriting process and offer graded death benefits over an initial three-year period (the full face amount is paid for all causes of death
starting in policy year four).
RAPIDecision® Express. RAPIDecision® Express is a quick-issue, non-medically underwritten level term insurance product. It includes typical
term lengths of 10, 15, 20 and 30 years, and a maximum face amount of $100,000. RAPIDecision® Express includes one risk class each for males, females,
smokers and non-smokers, and underwriting approvals are made based upon a simplified application process where the consumer’s answers are verified by
database information that is gathered for the approval process.
Distribution
In our Insurance Segment, we distribute our life insurance products through Efinancial and through independent producers, including direct
distributors that market to consumers through call centers and regional and national independent producer groups. Consistent with our strategy, we continue
to increase the amount of business produced through Efinancial.
While the trends in annual sales have seen a larger share of premium production from Efinancial, we maintain diversity in our production sources
through the continued production through other independent distribution organizations and from assumed premiums. For distribution other than by
Efinancial, our strategy is to establish long term relationships with a limited number of independent distribution organizations that extend our reach into our
target market and are complementary to Efinancial. These distribution organizations recruit and train the agents that sell for Fidelity Life, among other
carriers. As part of our review process for appointing an independent distribution organization, we require the organization to have sufficient controls in
place to protect Fidelity Life from the risk of adverse-selection that is often present when offering non-medically underwritten products on the same
platform as more traditional, fully underwritten products. We provide product specific sales training to these producers, including supporting technology.
For the years ended December 31, 2020 and 2019, the breakdown of sales of annualized premiums for new in-force policies by distribution channel were as
follows:
(dollars in thousands)
Efinancial
AmeriLife
Worksite Producers(1)
Direct
Assumed
Independent Sales Distributors
Total
For the Years Ended
December 31,
2020
2019
25,448 $
11,391
—
17,606
269
54,714 $
27,752
—
241
16,174
805
44,972
$
$
(1)
The Worksite business includes premiums written directly by Fidelity Life, as well as premiums assumed from Combined Insurance. See “Core Life
—LifeTime Benefit Term.”
Underwriting and Risk Selection
We have developed the RAPIDecision® underwriting process to support the quick issuance of our RAPIDecision® products. The first step in our
RAPIDecision® underwriting process is for a consumer to complete a coverage application. We verify the medical history and conditions disclosed in the
application using automated web-based links to reporting and statistical agencies and a data base service with pharmaceutical records. The underwriting
decision is made based on this information. The RAPIDecision® underwriting process is supported by our proprietary technology platforms that allow us to
obtain an underwriting decision during or shortly after the initial call, and if not, 24 to 48 hours after that initial call. These technology platforms are our
Rapid Application, or Rapid App, and Fidelity Life Association Sales Handler, or FLASH, systems.
7
Consistent with our business strategy and our view of the needs of our customers, we do not perform medical underwriting in the traditional way
prior to the issuance of a policy. Typically, in our industry, the life insurance underwriting process takes place prior to policy issuance and involves a
paramedical examination, blood and urine testing and other tests designed to assess the underwriting risk and the lowest premium appropriate for the level
of risk involved. Such traditional underwriting delays policy issuance after an application is submitted by several weeks. This delay makes it difficult to
achieve acceptable placement ratios in call center sales, leading to lost sales and unrecovered costs. In contrast, our primary underwriting process is
designed to support the quick issuance of policies. We therefore do not typically require an initial paramedical exam. By not requiring this exam or
postponing it until after policy issuance, we are able to issue coverage far more quickly, although without access to up front medical data that is standard in
industry underwriting practices. This means that our insurance products generally are issued at lower face amounts and a relatively higher price per dollar
of coverage as compared to medically underwritten products. If medical underwriting is completed after the initial sale of a RAPIDecision® Life policy, the
policy benefits may be improved based on the underwriting results to increase the proportion of all-cause term life insurance coverage, typically with no
increase in premium.
Fidelity Life employs a small staff of full-time employee underwriters. Most of the underwriting of individual policies is performed on an
outsourced basis, primarily using three contract underwriting firms. Given the quick-issue nature of many of Fidelity Life’s products, it is important to our
business to be able to access underwriting services on an as-needed basis. Using outsourced contract underwriters gives Fidelity Life the flexibility to meet
this need.
In our typical underwriting process, Fidelity Life’s contract underwriters access the information on a potential customer, what we refer to as a case,
through a web-based interface and approve or decline the individual case based on Fidelity Life’s underwriting rules. If necessary, a member of our contract
underwriting team can be joined to an initial phone call with a potential customer. While our in-house underwriting team does engage in certain case
underwriting activities, the team’s primary function is to manage and supervise the contract underwriters. Our in-house underwriting team oversees our
contract underwriters to review their compliance with our underwriting standards.
Product Pricing
We regularly review claim results for each of our products, comparing actual experience to the assumptions used to design and price the products.
The review process is performed by our actuarial and finance teams with assistance from the underwriting and operations team, product development team
and marketing. Variances in our expectations for particular products are examined for implications on product performance and used to evaluate product
prices and underwriting assumptions. Product experience is also reviewed by our reinsurance partners.
Key elements of our product pricing include assumptions regarding future mortality (amount and timing of future benefit payments), persistency
experience (number and timing of policyholder discontinuations or coverage lapses) and investment returns (interest we will earn on investment of
available cash and reserves).
Outsourced Functions
Fidelity Life contracts with third-party service providers to provide, or assist with, a number of key functions that are traditionally performed in-
house in the life insurance industry. These functions include insurance policy administration, underwriting, investment portfolio management, internal
audit, filing of insurance policy forms with state regulatory agencies and income tax return preparation. In addition, Fidelity Life uses third parties to
provide in-force policy administration, and reinsurance contract administration. This model was adopted to reduce the fixed cost investment in our
Insurance Segment, provide operating flexibility and allow access to specialized skills as needed. In doing so, we believe we can contract with partners that
possess a wide range of experience and with established capabilities that would be costly and time consuming for us to develop internally.
Competition
Competition in the life insurance industry is based on many factors. These factors include the perceived financial strength of the insurer, premiums
charged, policy terms and conditions, services provided, reputation, financial ratings assigned by independent rating agencies and the experience of the
insurer in the line of insurance to be written. In addition, there are many competitors that participate in the non-medically underwritten segment of the life
insurance industry. As new competitors enter the non-medically underwritten market using predictive analytics, they may price aggressively to capture
market share.
Fidelity Life’s competition includes many companies that are larger, and which have significantly more resources at their disposal. While lacking the
scale and market presence of many of its principal competitors, Fidelity Life does have certain attributes we believe to be competitive advantages in a
crowded marketplace. These include innovative products, proprietary technology and controlled distribution in Efinancial. These advantages allow us to be
more flexible in adapting to product and sales process
8
opportunities than our more established competitors. We also believe that our innovative products and processes provide a point of differentiation that
appeals to consumers.
Fidelity Life also competes by placing a majority of its policies through Efinancial. While this distribution channel provides access to our target
Middle Market, we are aware that some Middle Market consumers prefer to purchase life insurance through alternative methods. We have developed an
internet-based direct sales platform that permits customers to complete the purchase of a Fidelity Life insurance policy completely over the internet.
Several of our competitors have also begun to implement online and digital distribution platforms. We believe that through the implementation of the
Fidelity Life internet-based direct sales platform we will be able to extend our reach into our target Middle Market.
A.M. Best Rating
Fidelity Life is rated by A.M. Best, an independent rating agency that specializes in ratings for the insurance industry. A.M. Best annually issues a
financial strength rating for the great majority of insurance companies doing business in the U.S. The financial strength rating is an independent opinion of
an insurer’s financial strength and its ability to meet its ongoing insurance policy obligations. A.M. Best’s financial strength rating is based on a
comprehensive quantitative and qualitative evaluation of an insurer’s balance sheet strength, operating performance and business profile. A.M. Best has
assigned Fidelity Life a financial strength rating of “A-” (Excellent), which is the fourth highest rating category for A.M. Best. A.M. Best’s financial
strength rating is not a recommendation to purchase, hold, or terminate any insurance policy or contract or any other financial obligation issued by an
insurer, nor does it address the suitability of any particular policy or contract for a specific purpose or purchaser. In addition, A.M. Best’s financial strength
rating does not address the risks or the advisability of any investment in our common stock.
IT Applications
Fidelity Life’s business, including the marketing, sales and administration of its insurance products, relies on its technology infrastructure. Our
technology infrastructure incorporates both proprietary and commercially available elements, including the following:
•
•
•
•
Rapid App. Fidelity Life has developed an application processing system that allows an agent to gather the information necessary to complete
an application for insurance and obtain an underwriting decision while on the telephone with an applicant. Using this system, a majority of all
underwriting decisions are made within 48 hours and certain underwriting decisions can be made during the initial phone call with the
consumer. Our Rapid App system is primarily designed to be used by insurance agents in our retail call centers so that the agents can obtain
the underwriting information necessary to complete the underwriting process while on the phone with the customer. This streamlines the
application process, increasing efficiency and lowering costs. The completed application and all associated forms are provided to the
applicant through a secure web portal, where the applicant can review and sign the application electronically. Once the application is signed,
we gather data on the applicant from our third-party information providers. This information is screened for potential underwriting concerns.
Signed applications and all relevant information are made immediately available to an underwriter, who can make a decision while the
applicant is still on the phone with our insurance agent. Rapid App allows our insurance agents to complete the sale in a single phone call for
certain products.
Fidelity Life Association Sales Handler (FLASH). Fidelity Life has developed FLASH as a successor to Rapid App. FLASH is a modular
technology platform that interfaces with our other key systems including ALISS®, our third-party data and service providers, and our
reinsurer’s automated underwriting engine. Like Rapid App, FLASH allows an agent to collect the information necessary to complete an
application for insurance and obtain an underwriting decision while on the telephone with an applicant. In addition, FLASH is the technology
platform that will power our direct-to-consumer digital sales efforts.
Realtime. Fidelity Life’s new business process uses a system we call Realtime. Realtime is a web-based system developed by a third-party
but now maintained and administered by Fidelity Life. The Realtime system catalogues all of the data gathered in the sales process and
relevant to the insurance application process. The Realtime platform permits Fidelity Life employees to electronically access information
used for underwriting maintained by third-party database providers.
Other. Fidelity Life uses several other software applications for administration and operational purposes. Typically, these are obtained from
third-party vendors. For example, we use commercially available software applications for all of Fidelity Life’s financial reporting and
control functions.
Reinsurance
Fidelity Life uses reinsurance arrangements with multiple reinsurance carriers to limit our claims risk under our insurance contracts and to mitigate
the impact of the insurance policies we issue on our statutory policyholder surplus. Our retention limit is $300,000 on each insured life for all policies. On
the products that we currently issue where we have reinsurance, our reinsurance is
9
on a first-dollar quota-share basis. Additionally, our reinsurance arrangements provide Fidelity Life with access to underwriting technology and risk
management expertise from our reinsurance partners.
We evaluate our reinsurance needs, including the appropriate amount and structure of particular reinsurance arrangements, based on a number of
factors, including the expertise of particular reinsurance carriers (and their technology platforms) required to support our various life insurance products,
the estimated variability of claims experience, the estimated future impact of new business written on our statutory reserves and the costs of reinsurance.
Our current reinsurance arrangements open for new business, other than business written and reinsured to Combined Insurance, are with Hannover
Life Reassurance Company of America (“Hannover Life”) and Swiss Re Life & Health America Inc. (“Swiss Re”). The following is a brief summary of the
reinsurance agreements relating to these arrangements:
Hannover Life. Under our agreements with Hannover Life, we cede claims liability under certain of our term life policies in the Core Life business
to Hannover Life on a coinsurance basis. We cede 25% of the claims liability to Hannover Life. Reinsurance premiums per policy are determined
according to the amount reinsured with Hannover Life. These agreements do not have a fixed term. Either party may terminate the agreements with
respect to future business with 90 days written notice to the other party.
Swiss Re. Under our agreements with Swiss Re, we cede claims liability under certain of our term life policies in the Core Life business to Swiss
Re on a coinsurance basis. We cede 65% of the claims liability to Swiss Re. Reinsurance premiums per policy are determined according to the
amount reinsured with Swiss Re. These agreements do not have a fixed term. Either party may terminate the agreements with respect to future
business with 90 days written notice to the other party.
Swiss Re.— Accidental Death Benefit. Under our agreement with Swiss Re, we cede to Swiss Re 90% of our claims liability, subject to certain per
life limits, under our accidental death benefit policies and riders on a coinsurance basis. Reinsurance premiums are determined according to the
amount reinsured with Swiss Re per policy or rider. Swiss Re has the right to modify the reinsurance premium rates upon 90 days written notice to
us. If we do not accept such modified reinsurance premium rates and we are unable to agree upon a revised rate structure within 60 days of Swiss
Re’s original notice, then the reinsurance premium rates then in effect continue unchanged. However, Swiss Re may, upon 30 days written notice to
us, terminate the reinsurance on any policy or rider for which we have not accepted Swiss Re’s modified reinsurance premium rate. This agreement
does not have a fixed term. Either party may terminate the agreement with respect to future business with 90 days written notice to the other party.
Swiss Re.—Final Expense. Under a separate agreement with Swiss Re, we cede to Swiss Re on a coinsurance basis 40% of our claims liability,
subject to certain per life limits, under our final expense level death benefit and final expense graded benefit policies. This agreement does not have
a fixed term. Either party may terminate the agreement with respect to future business with 60 days written notice to the other party.
Swiss Re.—InstaTerm. The Company cedes to Swiss Re, on a coinsurance basis 33.3% of our claims liability, subject to certain per life limits,
under InstaTerm term life insurance product. Either party may terminate the agreement with respect to future business with 90 days written notice to
the other party.
Reinsurance Group of America (RGA—Final Expense) Under an agreement with RGA, we cede to RGA on a coinsurance basis 40% of our
claims liability, subject to certain per life limits, under our final expense level death benefit and final expense graded benefit policies. This
agreement does not have a fixed term. Either party may terminate the agreement with respect to future business with 60 days written notice to the
other party.
SCOR Global Life USA Reinsurance Company Inc. (SCOR)—InstaTerm. The Company cedes to SCOR on a coinsurance basis 33.3% of our
claims liability, subject to certain per life limits, under InstaTerm term life insurance product. This agreement does not have a fixed term. Either
party may terminate the agreement with respect to future business with 90 days written notice to the other party.
In 2013, Fidelity Life entered into a reserve financing reinsurance arrangement with Hannover Life designed to enhance its ability to continue to
grow Fidelity Life’s Core Life insurance business. This agreement was first amended and restated as of July 1, 2016, and a subsequent amendment was
filed with the Illinois Department of Insurance in November 2019 and approved by the Illinois Department of Insurance on December 23, 2019. The
structure of the agreement, which was first effective July 1, 2013, involves a combination of coinsurance with funds withheld and yearly renewable term
reinsurance covering most of the Company’s non-participating in-force life insurance business with issue dates on or before December 31, 2019.
Even though we reinsure certain of our liabilities to third-party reinsurance carriers, Fidelity Life remains directly liable to policyholders for the
benefit payments associated with these policies. Our reinsurance carriers have a contractual relationship with Fidelity Life to reimburse us for policy claims
but are not under any contractual obligation to our policyholders. Because Fidelity Life remains directly liable to policyholders for the full amount of the
death benefits payable under its policies, Fidelity Life bears credit
10
risk relating to its reinsurers under its reinsurance contracts. As a result, Fidelity Life will only enter into a reinsurance agreement with reinsurers that have
stable operating performance, including a minimum A.M. Best financial strength rating of “A-” (Excellent).
We had reinsurance recoverables of $158.0 million and $132.9 million as of December 31, 2020 and December 31, 2019, respectively. The
following table sets forth our five largest reinsurers based on reinsurance recoverables as of December 31, 2020 and December 31, 2019, and the A.M. Best
ratings of those reinsurers as of December 31, 2020:
(dollars in thousands)
Reinsurer
Hannover Life
Swiss Re
Combined Insurance
Security Life of Denver
Canada Life Assurance Company
Other (12 Reinsurers)
Total
Ceded
Future
Policy
Benefits
As of December 31, 2020
Claims and
Other
Amounts
Recoverable
Total
Reinsurance
Recoverables
$
67,722 $
32,142
13,720
2,889
2,871
9,112
$ 128,456 $
77,957
10,235 $
43,574
11,432
15,652
1,932
3,373
484
3,338
467
5,009
14,121
29,559 $ 158,015
2020
A.M.
Best’s
Rating
A+
A+
A+
A+
A+
Ceded
Future
Policy
Benefits
As of December 31, 2019
Claims and
Other
Amounts
Recoverable
Total
Reinsurance
Recoverables
$
60,786 $
23,651
3,829
12,268
3,916
9,141
$ 113,591 $
67,250
6,464 $
30,135
6,484
4,111
282
13,826
1,558
4,382
466
4,025
13,166
19,279 $ 132,870
Core Life. The overall relationship of ceded premium to direct premiums has trended lower over the past few years due to the mix of business.
For the Core Life business line, the amount of death benefit reinsured by Fidelity Life varies by insurance product, with some products having no
reinsurance and others where 50% or 90% of the death benefit is reinsured, all of which is subject to the $300,000 limit. For the Closed Block and the
annuities and assumed life business lines, the percent of death benefit reinsured is higher, on average, than the average for the insurance products currently
being sold in the Core Life line of business. The following table shows the different relationship of reinsurance premiums ceded to total direct and assumed
premiums for each of these business lines for the years ended December 31, 2020 and December 31, 2019:
(dollars in thousands)
Ratios
Direct and Assumed Premium
Ceded Premium
Ceded % of Total Direct and
Assumed Premium
As of December 31, 2020
Non-
Core
Life
Annuities
and
Assumed
Life
Closed
Block
Core Life
Total
Core
Life
As of December 31, 2019
Non-
Core
Life
Annuities
and
Assumed
Life
Closed
Block
Total
$ 119,457
53,291
$ 60,660
26,621
$ 1,670
$
(6,122)
285
240
$ 182,072
74,030
$ 103,075
42,852
$ 59,144
25,294
$ 19,466
18,719
$
(809) $ 180,876
(359) 86,506
44.6%
43.9%
-366.6%
84.2%
40.7%
41.6%
42.8%
96.2%
44.4%
47.8%
The period-to-period comparison of the ceded to direct and assumed premiums shows the total ceding percentage in our Core Life decreasing as the
percentage of the total increased slightly.
Non-Core Life. Non-Core life follows the same reinsurance guidelines and procedures as Core Life, as discussed above.
Closed Block. In October 2006, Fidelity Life established a Closed Block consisting of all of the outstanding participating policies issued or assumed
by Fidelity Life. We call this arrangement the Closed Block. We operate the Closed Block in accordance with a Closed Block memorandum that we entered
into in connection with our 2007 reorganization as a mutual holding company. The purpose of the Closed Block is to provide reasonable assurance to the
participating policyholders that sufficient assets will be available to provide for the continuation of policy benefits and experience-based dividends for these
participating policies. Most of the participating policies in the Closed Block were sold on the basis of “no dividends expected” and, accordingly, such
policies have never received an experience-based dividend. The establishment of the Closed Block was not intended to provide dividends on policies for
which no dividends are expected, although dividends on these policies will be paid if experience ultimately warrants. The payment of any dividends is not
guaranteed based on the results of a specific block or group of participating policies. The declaration of any dividend is subject to the discretion of the
Board of Directors of Fidelity Life, and dividends are not payable until declared. No new dividend-paying or participating policies have been issued by
Fidelity Life since our reorganization in 2007.
The Closed Block was funded on October 1, 2006 with cash flow producing assets that together with anticipated revenues from the Closed Block
policies are expected to be sufficient to support the Closed Block, including payment of claims, expenses, and taxes
11
and to provide for continuation of dividends, to the extent applicable, for the life of the policies. If the future experience is such that the assets of the Closed
Block are not sufficient to pay the benefits guaranteed under the policies, then Fidelity Life would be required to make such payments from its general
funds. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K for further discussion regarding
the Closed Block.
Annuities and Assumed Life
Fidelity Life reinsures products issued by other companies under four reinsurance arrangements, two of which are not open to new insurance
policies but still cover the existing in-force business that was assumed prior to 1993. Under two contracts with Zurich American Life Insurance Company,
Fidelity Life assumed the liability for the contractual benefits under a group of annuity contracts written through 1993. Under a contract with Protective
Life Insurance Company (“Protective Life”), the successor company of a former affiliate, Fidelity Life assumed a portion of the risk on a group of life
insurance contracts primarily written in the 1980s and early 1990s. On March 29, 2019, Protective Life recaptured the majority of the assumed block of life
business.
Fidelity has an active reinsurance agreement with Hannover Life Reassurance Company of America (Bermuda) Ltd. (Hannover Bermuda) under
which Fidelity Life assumes a portion of risks on certain life contracts originally issued by Fidelity Life and ceded to Hannover Life. In addition, we license
our LifeTime Benefit Term product to Combined Insurance and reinsure 50% of the business written by Combined Insurance on that product.
The following table sets forth Fidelity Life’s assumed reinsurance liabilities as of December 31, 2020 and December 31, 2019:
As of December 31, 2020
Contract
Holder
Account
Balances
Other
Policyholder
Liabilities
Future
Policy
Benefits
Total
Assumed
Liabilities
Future
Policy
Benefits
As of December 31, 2019
Contract
Holder
Account
Balances
Other
Policyholder
Liabilities
Total
Assumed
Liabilities
$
$
(1,357) $
1,399
—
39,411
39,453 $
— $
—
74,918
—
74,918 $
11 $
(1,346) $
228
1,627
—
74,918
42,362
2,951
3,190 $ 117,561 $
(1,291) $
1,753
—
27,064
27,526 $
— $
—
78,296
—
78,296 $
13 $
(1,278)
404
2,157
—
78,296
28,803
1,739
2,156 $ 107,978
(dollars in thousands)
Reinsurer
Hannover Bermuda
Protective Life Insurance Company
Zurich American Life Insurance Company
Combined Insurance
Total
Corporate Segment
The results of this segment consist of net investment income and net realized investment gains (losses) earned on invested assets. We also include
certain corporate expenses that are not allocated to our other segments, including expenses of Vericity, Inc., board 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
Segment recognizes income (loss) to the extent that net investment income and net realized investment gains (losses) exceed (are less than) corporate
expenses.
Intellectual Property
The Company and its subsidiaries rely on our proprietary intellectual property to conduct our business. We believe that it is easy for participants in
the insurance industry to attempt to copy product and process ideas of other participants. We therefore intend to protect to the fullest extent permitted by
law our intellectual property rights in the unique products and sales processes we have developed. We believe that protecting our intellectual property rights
and obtaining protection for future innovations will help us to achieve better results over time.
Efinancial currently has trade name protection for certain of its key internet domains, including efinancial.com, termfinder.com, ecoverage.com, and
netcoverage.com. Efinancial has also been granted two U.S. patents for its ALISS® agency management system. The patents include tracking and
management of leads from purchase through the sales cycle. Real-time modelling is applied to lead sourcing, user identification, purchase intent and
identification of the product a customer is most likely to purchase.
We have been granted four U.S. patents related to the RAPIDecision® Life product and its supporting sales and underwriting technology and
processes and a separate patent directed to the LifeTime Benefit Term product. We continue to seek additional patent coverage for different aspects of the
RAPIDecision® Life product. See “Risk Factors—Risks Relating to Our Business—We may be unable to adequately protect our intellectual property rights
or avoid infringing the intellectual property rights of third parties, and the intellectual property rights we have may not be a meaningful barrier to
competition.”
12
Information Technology
Fidelity Life maintains an in-house information technology staff. Fidelity Life’s in-house personnel are supplemented by independent consultants, as
needed, for programming, development and other technology-based efforts. Fidelity Life’s Realtime system is hosted at a data center in Chicago, Illinois.
Other Fidelity Life production applications run at the Element Critical data center in Woodridge, Illinois. The Element Critical data facility is connected to
our office locations though high-speed dedicated data links. Incremental file back-ups are performed daily and duplicated securely offsite at our Chicago
office. Fidelity Life does maintain a disaster recovery plan and has put in place various programs that will increase our agility in responding to a disaster.
Efinancial also maintains an in-house information technology staff. The Efinancial technology team is responsible for the development and
maintenance of Efinancial’s applications and provides assistance to our internal and external customers. We use outside contractors in limited cases to
provide additional programming and development expertise.
Efinancial uses Amazon Web Services (US West 2 Region) to host the majority of its production applications and main business servers, including
the eProspect database and Contact Center integration applications.
Additionally, Efinancial uses TierPoint, located in Seattle, as its offsite data facility to house its legacy applications including ALISS® and its
related database. The Bellevue office data center houses limited file server and domain controller servers. The Bellevue office is connected via high-speed
connection to both TierPoint as well as our call center in Chicago.
Information backups are automatically performed nightly and weekly. Efinancial’s Bellevue office backups are stored on a high performance and
capacity platform, then duplicated to Tierpoint. In reverse, Tierpoint files are backed up and duplicated to the Bellevue office.
Investments
We had total cash and investment assets of $461.1 million as of December 31, 2020. All invested assets are managed pursuant to an investment plan
developed by our executive management team and approved by and reviewed annually with the investment committee of our Board of Directors. All
changes to the investment plan are approved by the investment committee.
We have contracted with a third-party investment advisory firm to provide portfolio management and consulting services to assist our Chief
Financial Officer with the oversight of various portfolios and investment managers that manage portions of our investment portfolio. We utilize multiple
investment managers to leverage specialized expertise in specific asset classes. Each investment manager operates under agreed-upon guidelines that are
specifically designed for the investment manager’s segment of the overall portfolio. Our investment advisor meets periodically, but not less frequently than
quarterly, with the investment committee of our Board of Directors to review portfolio results, portfolio managers and discuss portfolio strategies.
Our investment strategy is to diversify among asset classes and individual issuers to achieve appropriate matching of assets with insurance
liabilities, sufficient liquidity and predictability of income. The composition of our investment portfolio supporting our Insurance Segment is primarily
investment grade fixed maturity securities and is managed with primary emphasis on current earnings. The Closed Block assets are segregated in a separate
portfolio and are managed in accordance with the Closed Block memorandum.
Enterprise Risk Management
The review and assessment of enterprise risks is the responsibility of the Vericity, Inc. executive management team with oversight provided by the
Board of Directors through its audit committee. We have established risk management policies and procedures throughout our organization. To supervise
the implementation of these risk management policies and procedures, we have engaged outside consultants on this topic and have established a risk
management committee that consists of members of our senior management team.
In 2015, we launched a multi-phase risk assessment project focused on formalizing our enterprise risk management process covering Efinancial,
Fidelity Life, their respective subsidiaries and operations and all corporate activities. Project goals include defining key risks and risk events, establishing
corporate risk tolerances and documenting the accountability for the risk management processes. Work is in process to formalize and in some cases develop
additional measurements related to enterprise level risks for management and board reporting. The risk assessment project will continue to evolve with the
business over the near term and result in the development of more formalized enterprise risk management capabilities.
13
Employees
As of December 31, 2020, Fidelity Life had 129 employees and Efinancial had 292 employees. None of our employees are covered by a collective
bargaining agreement. We believe that relations with our employees are good.
Regulation
Our businesses are subject to a number of federal and state laws and regulations. These laws and regulations cover Fidelity Life operations as a life
insurance company and Efinancial’s insurance agency operations. Our operations are subject to extensive laws and governmental regulations, including
administrative determinations, court decisions and similar constraints. The purpose of the laws and regulations affecting our operations is primarily to
protect our policyholders and not our shareholders. Many of the laws and regulations to which we are subject are regularly re-examined, and existing or
future laws and regulations may become more restrictive or otherwise adversely affect our operations. State insurance laws regulate most aspects of our
insurance businesses, and we are regulated by the insurance departments of the states in which we sell insurance policies. The National Association of
Insurance Commissioners (“NAIC”) assists the various state insurance regulators in the development, review and implementation of a wide range of
financial and other regulations over the insurance industry.
Insurance Regulation
Both Fidelity Life and Efinancial are licensed to transact business in all states and jurisdictions in which they conduct an insurance business. Fidelity
Life is an Illinois-domiciled life insurance company licensed to transact business in 48 states and the District of Columbia. Fidelity Life is not licensed to
transact business in New York or Wyoming. Efinancial is an insurance agency domiciled in the State of Washington and is licensed in all 50 states and the
District of Columbia. State insurance laws regulate many aspects of our business. Such regulation is vested primarily in state agencies having broad
administrative and in some instances discretionary power dealing with many aspects of our business, which may include, among other things, required
reserve liability levels, permitted classes of investments, transactions among affiliates, marketing practices, advertising, privacy, policy forms, reinsurance
reserve requirements, acquisitions, mergers, and capital adequacy, and is concerned primarily with the protection of policyholders and other consumers
rather than shareholders. We are subject to financial and market conduct examinations by insurance regulators from our domiciliary states and from other
states in which we do business and are currently undergoing such a financial examination by the Illinois Department of Insurance.
State laws and regulations governing the financial condition of insurers apply to Fidelity Life, including standards of solvency, risk-based capital
requirements, types, quality and concentration of investments, establishment and maintenance of reserves, required methods of accounting, reinsurance and
minimum capital and surplus requirements, and the business conduct of insurers, including sales and marketing practices, claim procedures and practices,
and policy form content. In addition, state insurance laws require licensing of insurers and their agents. State insurance regulators have the power to grant,
suspend and revoke licenses to transact business and to impose substantial fines and other penalties.
Agent Licensing
Efinancial (or its designated representative) is authorized to act as an insurance producer under company licenses or licenses held by its officers in
all 50 states and the District of Columbia. In each jurisdiction in which Efinancial transacts business, it is generally subject to regulation regarding
licensing, sales and marketing practices, premium collection and safekeeping, and other market conduct practices. Its business depends on the validity of,
and continued good standing under, the licenses and approvals pursuant to which it operates, as well as compliance with pertinent regulations. We devote
significant effort toward maintaining licenses for Efinancial and managing its operations and practices consistent with the diverse and complex regulatory
environment in which we operate.
Fidelity Life sells its insurance products through Efinancial and independent distributors. Efinancial employs insurance agents working in its call
centers and also works with independent insurance agents. The states in which insurance agents operate require agents to obtain and maintain licenses to
sell insurance products. In order to sell insurance products, the agents must be licensed by their resident state and by any other state in which they do
business and must comply with regulations regarding licensing, sales and marketing practices, premium collection and safeguarding, and other market
conduct practices. In addition, in most states, Fidelity Life must appoint the agents and agencies that sell our insurance products, and Efinancial and the
agents that they work with must be appointed by all carriers for which they sell.
Consistent with various federal and state legal requirements, we monitor our agents that sell for Fidelity Life and Efinancial, and we monitor the
agencies with which the independent distributors and independent agents work in order to understand and evaluate the agencies’ training and general
supervision programs relevant to regulatory compliance. For Efinancial’s call center agents using telephone sales, we periodically record and monitor the
sales calls in order to identify and correct potential regulatory compliance problems.
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Financial Review
Fidelity Life is required to file detailed annual and quarterly financial reports with the insurance departments in the states in which we do business,
and its business and accounts are subject to examination by such agencies at any time. These examinations generally are conducted under NAIC guidelines.
Under the rules of these jurisdictions, insurance companies are examined periodically (generally every three to five years) by one or more of the
supervisory agencies on behalf of the states in which they do business.
Market Conduct Regulation
The laws and regulations governing our insurance businesses include numerous provisions governing the marketplace activities of insurers, such as
Fidelity Life, and agencies, such as Efinancial, including regulations governing the form and content of disclosures to consumers, advertising, product
replacement, sales and underwriting practices, complaint handling, and claims handling. State insurance regulators enforce compliance, in part, through
periodic market conduct examinations.
Insurance Holding Company Regulation
All states in which Fidelity Life conducts insurance business have enacted legislation that requires each insurance company in a holding company
system to register with the insurance regulatory authority of its state of domicile and to furnish that regulatory authority financial and other information
concerning the operations of, and the interrelationships and transactions among, companies within its holding company system that may materially affect
the operations, management or financial condition of the insurers within the system. These laws and regulations also regulate transactions between
insurance companies and their parents and affiliates. Generally, these laws and regulations require that all transactions within a holding company system
between an insurer and its affiliates be fair and reasonable and that the insurer’s statutory surplus following any transaction with an affiliate be both
reasonable in relation to its outstanding liabilities and adequate to its financial needs. Statutory surplus is the excess of admitted assets over statutory
liabilities. For certain types of agreements and transactions between an insurer and its affiliates, these laws and regulations require prior notification to, and
non-disapproval or approval by, the insurance regulatory authority of the insurer’s state of domicile. These laws and regulations also require the holding
company system to file an annual report identifying certain risks (“enterprise risks”) that, if not remedied, are likely to have a material adverse effect upon
the financial condition of the insurer or its holding company system as a whole.
Dividend Limitations
As a holding company with no significant business operations of its own, Vericity, Inc. depends on intercompany dividends or other distributions
from its subsidiaries as the principal source of cash to meet its obligations. The ability of Fidelity Life to pay dividends to its corporate parent is limited
under Illinois law. Such dividends may only be paid out of earned surplus (excluding unrealized capital gains), and no dividend may be paid that would
reduce Fidelity Life’s statutory surplus to less than the amount required to be maintained by Illinois law for the types of business transacted by Fidelity
Life. All intercompany dividends must be reported to the Illinois Department of Insurance prior to payment. In addition, Fidelity Life may not pay an
“extraordinary” dividend or distribution until 30 days after the Illinois Director of Insurance (“the Director”) has received sufficient notice of the intended
payment and has not objected or has approved the payment within the 30-day period. An “extraordinary” dividend or distribution is defined under Illinois
law as a dividend or distribution that, together with other dividends and distributions made within the preceding 12 months, exceeds the greater of:
•
•
10% of the insurer’s statutory surplus as of the immediately prior year end; or
the statutory basis net income of the insurer for the prior year.
As a result of no shareholder dividends in 2020, Fidelity Life’s remaining ordinary dividend capacity as of December 31, 2020 was $11.2 million. In
connection with the approval of the Conversion by the Director, we agreed, for a period of twenty-four months following the completion of the Conversion, to
(i) seek the prior approval of the Illinois Department of Insurance for any declaration of an ordinary dividend by Fidelity Life, and (ii) either maintain $20
million of the proceeds of the offering at Vericity, Inc. or use all or a portion of that $20 million to fund our operations.
Efinancial is not subject to the above dividend restrictions that relate to Fidelity Life.
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Change of Control
Illinois law requires advance approval by the Director of any direct or indirect change of control of an Illinois-domiciled insurer, such as Fidelity
Life. In considering an application to acquire control of an insurer, the Director generally will consider such factors as experience, competence, and the
financial strength of the applicant, the integrity of the applicant’s Board of Directors and officers, the acquirer’s plans for the management and operation of
the insurer, and any anti-competitive effects that may result from the acquisition. Under Illinois law, there exists a presumption of “control” when an
acquiring party acquires 10% or more of the voting securities of an insurance company or of a company which itself controls an insurance company.
Therefore, any person acquiring, directly or indirectly, 10% or more of our common stock would need the prior approval of the Director, or a determination
from the Director that “control” has not been acquired. Under Section 59.1(6)(i) of the Illinois Insurance Code, no person or a group of persons acting in
concert (other than the Standby Purchaser in the Company’s IPO), may acquire, directly or indirectly, more than 5% of the capital stock of Vericity, Inc. for
a period of five years from the effective date of the Conversion without the approval of the Director.
In addition, a person seeking to acquire, directly or indirectly, control of an insurance company is required in some states to make filings prior to
completing an acquisition if the acquirer and the target insurance company and their affiliates have sufficiently large market shares in particular lines of
insurance in those states. Approval of an acquisition may not be required in these states, but the state insurance departments could take action to impose
conditions on an acquisition that could delay or prevent its consummation.
Policy and Contract Reserve Sufficiency
Fidelity Life is required under Illinois law to conduct annual analyses of the sufficiency of its life insurance and annuity statutory reserves. In
addition, other states in which Fidelity Life is licensed may have certain reserve requirements that differ from those of Illinois. In each case, a qualified
actuary must submit an opinion each year that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such
reserves, make good and sufficient provision for the associated contractual obligations and related expenses of the insurer. If such an opinion cannot be
provided, the affected insurer must set up additional reserves by moving funds from surplus. Fidelity Life submitted these opinions without qualification as
of December 31, 2020 to applicable insurance regulatory authorities.
Risk-Based Capital (RBC) Requirements
The NAIC has established a standard for assessing the solvency of insurance companies using a formula for determining each insurer’s RBC. The
RBC model act provides that life insurance companies must submit an annual RBC report to state regulators reporting their RBC based upon four
categories of risk: asset risk, insurance risk, interest rate risk and business risk. For each category, the capital requirement is determined by applying factors
to various asset, premium and reserve items, with the factor being higher for those items with greater underlying risk and lower for less risky items. The
formula is intended to be used by insurance regulators as an early warning tool to identify possible weakly capitalized companies for purposes of initiating
further regulatory action. Companies that do not maintain total adjusted risk-based capital in excess of 200% of the company’s authorized control level
RBC may be required to take specific actions at the direction of state insurance regulators. Fidelity Life’s total adjusted capital at December 31, 2020 was
well in excess of 200% of its authorized control level. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—
Risk-Based Capital.”
NAIC Ratios
The NAIC is a voluntary association of state insurance commissioners formed to discuss issues and formulate policy with respect to regulation,
reporting and accounting of insurance companies. Although the NAIC has no legislative authority and insurance companies are at all times subject to the
laws of their respective domiciliary states, and to a lesser extent, other states in which they conduct business, the NAIC is influential in determining the
form in which such laws are enacted. Model insurance laws, regulations and guidelines have been promulgated by the NAIC as minimum standards by
which state regulatory systems and regulations are measured.
The NAIC also has established a set of 12 financial ratios to assess the financial strength of insurance companies. The key financial ratios of the
NAIC’s Insurance Regulatory Information System, or IRIS, which were developed to assist insurance departments in overseeing the financial condition of
insurance companies, are reviewed by experienced financial examiners of the NAIC and state insurance departments to select those companies that merit
highest priority in the allocation of the regulators’ resources. IRIS identifies these key financial ratios and specifies a range of “unusual values” for each
ratio. The NAIC suggests that insurance companies that fall outside the “usual” range in four or more financial ratios are those most likely to require
analysis by state regulators. However, according to the NAIC, it may not be unusual for a financially sound company to have several ratios outside the
“usual” range. For the year ended December 31, 2020, Fidelity Life was within the “usual” range for all ratios.
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Statutory Accounting Principles (SAP)
SAP is a basis of accounting developed by U.S. insurance regulators to monitor and regulate the solvency of insurance companies. In developing
SAP, insurance regulators were primarily concerned with evaluating an insurer’s ability to pay all its current and future obligations to policyholders. As a
result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance with standards specified by the
insurer’s domiciliary jurisdiction. Uniform statutory accounting practices are established by the NAIC and generally adopted by regulators in the various
U.S. jurisdictions. These accounting principles differ somewhat from GAAP, which are designed to measure a business on a going-concern basis. GAAP
gives consideration to matching of revenue and expenses and, as a result, certain insurer expenses are capitalized when incurred and then amortized over
the life of the associated policies. The valuation of assets and liabilities under GAAP is based in part upon best estimate assumptions made by the insurer.
Shareholders’ equity under GAAP represents both amounts currently available and amounts expected to emerge over the life of the business. As a result,
the values for assets, liabilities and equity reflected in financial statements prepared in accordance with GAAP may be different from those reflected in
financial statements prepared under SAP.
State insurance laws and regulations require Fidelity Life to file with state insurance departments publicly available quarterly and annual financial
statements, prepared in accordance with statutory guidelines that generally follow NAIC uniform standards. State insurance laws require that the annual
statutory financial statements be audited by an independent public accountant and that the audited statements be filed with the insurance departments in
states where the insurer transacts business.
State Insurance Guaranty Funds Laws
In most states, there is a requirement that life insurers doing business within the state participate in a guaranty association, which is organized to pay
contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. These associations levy assessments, up to
prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the written premium in the state by member insurers
in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover such paid assessments
through full or partial premium tax offsets.
Life insurance company insolvencies or failures may result in additional guaranty association assessments against Fidelity Life in the future. At this
time, we are not aware of any material liabilities for guaranty fund assessments that apply to Fidelity Life with respect to impaired or insolvent insurers that
are currently subject to insolvency proceedings.
Regulation of Investments
Fidelity Life is subject to state laws and regulations that require diversification of its investment portfolios and limit the amount of investments in
certain asset categories, such as below-investment grade fixed-income securities, equity real estate, mortgages, other equity investments, foreign
investments and derivatives. Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as
non-admitted assets for purposes of measuring statutory surplus, and, in most instances, require divestiture.
Federal and State Legislative and Regulatory Changes
From time to time, various regulatory and legislative changes have been proposed for the insurance industry. Among the proposals that have in the
past been or are at present being considered are the possible introduction of federal regulation in addition to, or in lieu of, the current system of state
regulation of insurers and proposals in various state legislatures (some of which proposals have been enacted) to conform portions of their insurance laws
and regulations to various model acts adopted by the NAIC. We are unable to predict whether any of these proposed laws and regulations will be adopted,
the form in which any such laws and regulations would be adopted or the effect, if any, these developments would have on our business, financial condition
and results of operations.
Other Laws and Regulations
USA Patriot Act and Similar Regulations
The USA Patriot Act of 2001, enacted in response to the terrorist attacks on September 11, 2001, contains anti-money laundering and financial
transparency laws and mandates the implementation of various regulations applicable to broker-dealers and other financial services companies, including
insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying
parties that may be involved in terrorism or money laundering. The increased obligations of financial institutions to identify their customers, watch for and
report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies, and share information with
other financial institutions, require the implementation and maintenance of internal practices, procedures and controls.
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Privacy of Consumer Information
U.S. federal and state laws and regulations require financial institutions, including insurance companies, to protect the security and confidentiality of
consumer financial information and to notify consumers about their policies and practices relating to their collection and disclosure of consumer
information and their policies relating to protecting the security and confidentiality of that information. Similarly, federal and state laws and regulations
also govern the disclosure and security of consumer health information. In particular, regulations promulgated by the U.S. Department of Health and
Human Services regulate the disclosure and use of protected health information by health insurers and others (including life insurers), the physical and
procedural safeguards employed to protect the security of that information and the electronic transmission of such information.
Telephone and Email Solicitation Sales Regulations
The United States Congress, the Federal Communications Commission and various states have promulgated and enacted rules and laws that govern
personal privacy, telephone and email solicitations and data privacy. There are numerous state statutes and regulations governing phone and email
solicitation activities that apply or may apply to us. For example, some states place restrictions on the methods and timing of telephone solicitation calls
and require that certain mandatory disclosures be made during the course of a call. We specifically train our retail call center sales agents to handle calls in
an approved manner, and such compliance training is costly and time consuming. Federal and state “Do Not Call” regulations must be followed for us to
engage in telephone sales activities. We specifically train our agents and phone representatives to handle calls in an approved manner. In addition, the
Federal Trade Commission has promulgated rules in response to the CAN-SPAM Act of 2003 that regulates the use of electronic mail in commercial
contexts. This regulation applies to all electronic mail for which the primary purpose is the commercial advertisement or promotion of a commercial
product or service.
Federal Income Taxation
The U.S. Congress and state and local governments consider from time-to-time legislation that could increase or change the manner of taxing the
products Fidelity Life sells and of calculating the amount of taxes paid by life insurance companies or other corporations, including Fidelity Life. To the
extent that any such legislation is enacted in the future, we could be adversely affected.
Item 1A. Risk Factors.
The outbreak of the novel coronavirus (“COVID-19”) in many countries continues to adversely impact global commercial activity and has contributed
to significant volatility in financial markets. The measures governments worldwide have enacted to combat the pandemic have resulted in disruptions in
global and local supply chains and have led to adverse impacts on economic and market conditions as well as increases in unemployment. The severity of
COVID-19 and duration of government containment actions have impacted both employees and customers of the Company and presented material
uncertainty and risk with respect to the Company’s performance, liquidity, results of operations, and financial condition.
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.
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
We operate from three locations that are leased from unaffiliated parties. Vericity, Inc. and Fidelity Life are headquartered in Chicago, Illinois at
8700 W. Bryn Mawr Avenue, Suite 900S. Efinancial is headquartered in Bellevue, Washington at 1203 114th Avenue, Southeast. Efinancial has a call
center in Chicago, Bellevue and Tempe. In total, the three locations can house in excess of 400 employees.
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Item 3. Legal Proceedings.
We are, from time to time, involved in various legal proceedings in the ordinary course of business. These matters often raise difficult and complicated
factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter; novel legal
issues; differences or developments in applicable laws and judicial interpretations; class certification issues; judges reconsidering prior rulings; the length
of time before many of these matters might be resolved by settlement, through litigation, or otherwise.
The outcome of these matters may be affected by many factors included but not limited to decisions, verdicts, and settlements in other individual and
class action lawsuits that involve the Company, other insurers, or other entities and/or by other legal, governmental, and regulatory actions that involve the
Company, other insurers, or other entities.
While it is not possible to forecast the outcome of such legal proceedings, in light of known facts, current issues under consideration via motions to dismiss
or otherwise, existing insurance, reinsurance, and established reserves, we believe that there is no individual or class action case pending against the
Company that is currently likely to have a material adverse effect on our financial condition or results of operations.
Item 4. Mine Safety Disclosures.
Non-Applicable
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PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Our common stock is listed on the NASDAQ Capital Market under the symbol “VERY.”
On November 6, 2019, the Company announced that its Board of Directors had declared a special one-time cash distribution of $6.25 per share to
common shareholders of record on November 21, 2019, that was paid on December 6, 2019. The cash distribution totaled approximately $93 million. The
cash distribution was declared after the completion of a capital needs assessment undertaken by Vericity, Inc. management at the direction of the Board of
Directors, following the closing of the Company’s IPO.
Since we are a holding company, our ability to pay cash dividends depends in large measure on our subsidiaries' ability to make distributions of cash
or property to us. Illinois insurance laws restrict the amount of distributions Fidelity Life can pay to us without the approval of the Director. See
Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 18 to our audited consolidated financial statements,
which are incorporated by reference in this Item 5. In connection with the approval of the Conversion by the Director, we agreed, for a period of twenty-four
months following the completion of the Conversion, to (i) seek the prior approval of the Illinois Department of Insurance for any declaration of an ordinary
dividend by Fidelity Life, and (ii) either maintain $20 million of the proceeds of the IPO at Vericity, Inc. or use all or a portion of that $20 million to fund our
operations.
As of March 29, 2021, the Company had 1,033 shareholders of record of common stock.
Use of IPO Proceeds
The Company completed its IPO on August 7, 2019, pursuant to a Form S-1 declared effective by the U.S Securities and Exchange Commission
(SEC) on June 20, 2019 (File No. 333-231952). Below are further details of the use of the IPO proceeds: Vericity, Inc. registered the sale of a maximum of
20,125,000 shares, of which 14,875,000 were sold in the IPO. Raymond James served as managing underwriter in the IPO.
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•
•
•
•
The amount registered and the aggregate price of the offering amount was 20,125,000 and $201,250,000, respectively, and the amount sold
and the aggregate price of the offering amount was 14,875,000 and $148,750,000, respectively.
The common stock was registered pursuant to the Form S-1 described above.
The total offering expenses incurred in connection with the IPO were $15.9 million, including $4.0 million paid to the underwriters. Offering
expenses of $11.9 million were comprised of $5.9 million in legal fees and expenses, $2.6 million of actuarial fees and expenses, $1.8 million
of printing and mailing, and $1.6 million of accounting fees and expenses.
The net offering proceeds to Vericity, Inc. after deducting total offering expenses and the special one-time distribution was $39.8 million.
Vericity, Inc. expects that any unallocated net proceeds from the offering will be used for general corporate purposes, including paying
holding company expenses and the special one-time distribution to stockholders referenced in “Item 5. Market for Registrant’s Common
Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities” in the Form 10-K for the year ended December 31, 2019.
Additionally, pursuant to an agreement with the Illinois Department of Insurance, at least $20 million of the proceeds of the offering will be
used to fund the operations of Vericity, Inc.’s various subsidiaries.
Item 6. Selected Financial Data.
As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and Item 10(f)(1) of Regulation S-
K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information required
by Item 301 of Regulation S-K.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Form 10-K 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:
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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 8 of this Form 10-K. Some of the information contained in this discussion and analysis and set forth elsewhere in
this Form 10-K 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.
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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.
COVID-19
The outbreak of COVID-19 in many countries continues to adversely impact global commercial activity and has contributed to significant volatility
in financial markets. The measures governments worldwide have enacted to combat the pandemic have resulted in disruptions in global and local supply
chains and have led to adverse impacts on economic and market conditions as well as increases in unemployment. The severity of COVID-19 and duration
of government containment actions have impacted both employees and customers of the Company and presented material uncertainty and risk with respect
to the Company’s performance, liquidity, results of operations, and financial condition.
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.
In the twelve months ended December 31, 2020, the Company had an estimated $4.3 million in net incurred policyholder claims that included
COVID-19 as a contributing cause of death.
The Company continues to monitor the effects of the changing economic environment on our fixed maturity securities portfolio and currently have a
number of securities on our watch list, which are mainly concentrated in the oil and gas and airline sectors. Our assessment through December 31, 2020 has
resulted in no additional material other-than-temporary impairments (OTTI) due to COVID-19 and the recent market events.
In response to the economic impact related to COVID-19, concessions were granted to certain of the Company’s mortgage loan borrowers, including
payment deferrals and other loan modifications. At June 30, 2020, the Company held 25 mortgage loans where requests for temporary modifications were
granted (23 were modified to interest only and 2 to forbearance). The total loan balance for these 25 loans amounted to $4.4 million or about 9% of the
mortgage loan portfolio. At June 30, 2020, 17 of the 25 temporary loan modifications had returned to full payment (both principal and interest) under the
modified loan terms, including the 2 loans given forbearance. Of the remaining 8 loans that were granted loan modifications, 7 of these loans returned to
full payment status as of September 30. 2020. During the third quarter of 2020, the Company granted a loan modification through December 31, 2020 on a
loan that was outside of the original 25 loan modifications previously granted. The combined loan balance of the 2 loans under temporary modification
status at December 31, 2020 amounted to $0.5 million, or less than 1% of the mortgage loan portfolio.
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”). 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.
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 desire to work for the
carriers that Efinancial represents, which we refer to as our wholesale channel.
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Efinancial also generates insurance lead sales revenue through its eCoverage web presence. For the years ended December 31, 2020 and December 31,
2019, our Agency Segment revenue earned 85% and 78% through the retail channel, 5% and 8% through the wholesale channel, and 10% and 14% through
insurance lead sales revenue, respectively.
The Agency Segment’s main source of revenue is commissions earned on the sale of insurance policies sold through our retail channel. Efinancial’s
employee agents utilize insurance sales leads to contact or be contacted by potential customers and then work with the customers to complete the sales
process, which can occur during the initial contact or within 24 to 48 hours for non-medically underwritten policies. In our wholesale channel, we
subcontract with our independent agents who sell through Efinancial’s contracts with its unaffiliated insurance carriers. In consideration for using our
carrier contracts and services, we receive a portion of the commission earned by the independent agent from the carrier.
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 are able to 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. For years ended December 31, 2020 and December 31, 2019, these offsetting revenues were $5.0 million
and $6.3 million, respectively, which reduced our total agency expenses by approximately 10% and 11%, respectively. Our Agency Segment recognizes
income (loss) to the extent that commissions and other revenue exceed (are less than) our marketing and overhead costs for the period.
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.
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 in force 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; in force 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 in force participating insurance policies of Fidelity Life. The Closed Block was established in
connection with our 2007 reorganization into a mutual holding company structure and represents all in-force participating insurance policies of Fidelity
Life. Annuities and assumed life represent (i) our assumed life business, which consists of policies primarily written in the 1980s and early 1990s; (ii) our
direct annuity contracts, which consist of approximately 77 structured settlement contracts that remain from a group of contracts entered into in the late
1980s; and (iii) our assumed annuities, which consist of contract-holder deposits assumed from a former affiliate under two coinsurance treaties entered
into in 1991 and 1992. The 2019 demutualization of Members Mutual Holding Company had no impact on how the Closed Block is structured.
We have not accepted new policies in these legacy lines since 2006 or prior, and these lines are considered to be in “run-off” with a declining
number of policies in force each period. We recognize income on the Closed Block, and annuities and assumed life to the extent that premium revenues and
net investment income exceed the benefit expenses and operating expenses (including paid and accrued policyholder dividends) of these lines of business.
On the two annuity lines, we recognize income (loss) to the extent that our net investment income earned exceeds (are less than) benefit expenses (direct
annuities) and amounts credited on policy deposits (assumed annuities) and operating expenses of the two lines.
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. On March 29, 2019, one of these former affiliates recaptured the majority of the
assumed block of life business. The annuity deposits were ceded to Fidelity Life through two contracts entered into in the early 1990s. These annuity and
assumed life deposits are now largely in run off, with only minor amounts of new deposits each year. There are minimal remaining surrender charges
associated with the assumed annuity contracts.
23
Our Insurance Segment revenues consist of net insurance premiums, net investment income, and net realized gains (losses) on investments. Our
distributors consist of Efinancial and the independent insurance agencies that we contract with to sell our insurance products to the customers
(policyholders) who buy our insurance policies. 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 companies. 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 securities that we purchase with cash flows from our premium revenues.
We also realize gains and losses on sales of investment securities. These investments support our liability for policy reserves and provide the capital
required to operate our insurance business. Capital requirements are primarily established by regulatory authorities. See “Note 2—Investments” and
“Business—Risk-Based Capital (RBC) Requirements.”
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 and 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. As the number of in-force policies increases, these expenses will increase. Conversely, when the number of in-force policies declines,
variable policy expenses decline. Our insurance operations also incur overhead costs for functional and administrative staff to support insurance operations,
financial reporting and information technology. We recognize income (loss) on insurance operations to the extent that premium revenues, net investment
income and realized gains (losses) exceed (are less than) benefit expenses and general operating expenses for the period.
Corporate Segment
The results of this segment consist of net investment income and net realized investment gains (losses) earned on invested assets. We also include
certain corporate expenses that are not allocated to our other segments, including expenses of Vericity, Inc., board 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
Segment recognizes income (loss) to the extent that net investment income and net realized investment gains (losses) exceed (are less than) corporate
expenses.
Factors Affecting Our Results
Strategic Goals and Financial Impact of Sales of Policies Produced by Efinancial
Using Efinancial, our controlled distribution platform, we have full vertical integration for the sale and issuance of life insurance policies and are
able to gather end-to-end consumer data, extending from tracking data to analyzing the characteristics of leads that generate successful marketing efforts to
the associated underwriting and claims experience. Since we acquired Efinancial in 2009, we have made significant investments in the development of our
controlled distribution strategy for reaching our target market. By converting data we generate through our distribution platform into actionable insight
using statistical analysis, we will seek to be more efficient in our acquisition and use of leads, improve our call center placement ratios and strive to achieve
overall profitability. However, the investments made in pursuit of this strategy, among other factors, have adversely affected our historical results of
operations.
Efinancial agents produced 88.6% and 86.8% of the direct policies written by Fidelity Life for the years ended December 31, 2020 and December
31, 2019, respectively. We plan to increase the number of policies sold through Efinancial as we pursue our strategic plan to further develop our controlled
distribution platform and grow our book of business. However, sales of insurance policies through Efinancial immediately result in significantly higher
consolidated expense recognition and lower consolidated net income in comparison to Fidelity Life policies distributed through an unaffiliated entity.
GAAP requires that we immediately expense that portion of our policy acquisition costs for policies placed through Efinancial that cannot be directly tied
to the placement of a policy. As a result of this immediate expense recognition of the majority of policy acquisition costs of our sales through Efinancial,
we incur a net loss in the first year on each policy sold through Efinancial. To the extent we are successful in increasing our premium writings through
Efinancial over each of the next several years or more, we expect that the impact of recognizing a majority of Efinancial commissions as a current expense
will, among other factors, continue to adversely affect our results of operations and contribute to our continuing to incur consolidated net losses and a
reduction to our consolidated equity in each such year as we seek to implement our distribution strategy. Over the long term and assuming that our products
perform consistent with our assumptions, once we have developed a sustainable book of business and our expected growth through Efinancial has leveled,
we expect that revenues from policy renewals may begin to offset the immediate expense recognition resulting from writing new policies through
Efinancial. See “Critical Accounting Policies—Deferred Policy Acquisition Costs (DAC)” and “Results of Operations—Analysis of Segment Results—
Corporate Segment—Intercompany Eliminations.”
24
Accuracy of Our Pricing Assumptions
In order for our insurance operations to be profitable, we must achieve product experience consistent with our pricing assumptions. We price our
products using a number of assumptions that are designed to support the desired level of profitability. Our operating results will be affected by variances
between our pricing assumptions and our actual experience. The key pricing assumptions made are:
•
•
•
•
Investment Returns. We earn income on the investments held to support reserves and capital requirements. 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 we own, the interest
rates earned and amount of dividends received on our investments. If the actual amount of net investment income earned is less than
projected, our products may not generate the desired level of profitability.
Persistency Experience. Many of the non-medically underwritten products that we issue have a limited amount of insurance industry
information to use in developing policy lapse rates. We are developing our own historical experience as to expected lapse rates for these
products and reflect our emerging experience in our pricing. If actual policy lapse rates exceed the lapse rates assumed in pricing our
products, we may receive lower premium revenues and may not receive enough premium to cover all of our acquisition costs for the policy.
Mortality Experience. We use our historical experience combined with experience projections from our reinsurance partners to develop our
assumptions for the level, frequency and pattern of future claims experience. In our Insurance Segment, we principally issue non-medically
underwritten products through underwriting processes that generally have limited recent company and industry experience; therefore, their
performance may be less reliable and subject to greater variance than products underwritten through processes with more established industry
experience.
Operating Expenses. Our level of operating expenses affects our reported net income (loss). Our general operating expenses include
expenses that vary based on the growth in our revenues and expenses that are fixed regardless of revenue growth. As discussed above, we
have experienced operating losses principally because our operating expenses and corporate overhead exceed our revenues, and our inability
to defer a majority of our commission expense on policies produced by our affiliated agency, Efinancial.
Efinancial Commission Financing
Beginning in the fourth quarter of 2017, Fidelity Life changed the commission structure related to Efinancial’s sale of the RAPIDecision® Life to
pay annual level commissions over the life of the product instead of heaped, or first-year-only commissions. This change reduced Fidelity Life’s surplus
strain associated with issuing RAPIDecision® Life business by spreading its statutory commission expenses over the life of the policy instead of incurring
it all in the policy year of issue. In order to help provide liquidity for Efinancial through the receipt of larger first-year-only commissions, Fidelity Life and
Efinancial entered into a financing arrangement with Hannover Life under which, on a monthly basis, Hannover Life advances to Efinancial amounts
approximately equal to the first-year-only commissions on Fidelity Life RAPIDecision® Life business sold through Efinancial. In exchange, Efinancial
assigns to Hannover Life its right to all future levelized commission payments on that business due from Fidelity Life, and Fidelity Life pays to Hannover
Life the level commissions over the life of the contract. Our arrangement with Hannover Life allows us to finance up to $30.0 million of commission
expense. Efinancial’s ability to receive advances under this arrangement will terminate when the aggregate amount advanced under the arrangement equals
or exceeds $30.0 million. As of December 31, 2020, we had net advances of $27.5 million under this arrangement.
Recapture of Assumed Life Business
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. On March 29, 2019, Protective Life and
Fidelity Life agreed that Protective Life would recapture the majority of this assumed life block of business, thereby relieving Fidelity Life from further
liability under the recaptured business (except for obligations incurred prior to the recapture effective date). Under the recapture agreement, Fidelity Life
paid Protective Life an amount equal to the assumed carried reserves, and in turn, Fidelity Life will receive payment from its reinsurers of this business for
their portion of the related ceded reserves. We recognized a $2.2 million gain from this transaction in 2019.
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 included elsewhere in this Form 10-K. The accounting policies discussed in this section are those that we consider to be the most
critical to an understanding of our consolidated financial statements. The preparation of the consolidated financial statements in conformity with GAAP
requires management to use judgment in making estimates and
25
assumptions that affect reported amounts of assets, liabilities, revenues, expenses and related disclosures. We regularly 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.
Valuation of Fixed Maturity Securities and Equity Securities
Our fixed maturity securities are classified as “available-for-sale” securities, which are carried at fair value on the balance sheet. Fair value
represents the price that would be received to sell an asset in an orderly transaction between market participants on the measurement date. For investments
that are not actively traded, the determination of fair value requires us to make a significant number of assumptions and judgments. Fair value
determinations include consideration of both 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. Security pricing is applied
using a hierarchy approach.
Level 1—Unadjusted quoted prices for identical assets in active markets the Company can access.
Level 2—This level includes fixed maturity securities priced principally by independent pricing services using observable inputs other than Level 1
prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and
model-derived valuations for which all significant inputs are observable market data. Level 2 instruments include most corporate debt securities and
U.S. government and agency mortgage-backed securities that are valued by models using inputs that are derived principally from or corroborated by
observable market data.
Level 3—Fair values are derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 instruments include
less liquid securities for which significant inputs are unobservable in the market, such as structured securities with complex features that require
significant management assumptions or estimation in the fair value measurement. Level 3 hierarchy requires the use of observable market data when
available.
At December 31, 2020 and December 31, 2019, the estimated fair value of our fixed maturity securities, short-term investments and equity securities
by fair value hierarchy was as follows:
Fair Value of Investments as of December 31, 2020
(dollars in thousands)
Level 1
Level 2
Level 3
Total Fair
Value
6,518
$
2%
350,926
$
95%
10,255
$
3%
367,699
100%
Fair Value of Investments as of December 31, 2019
(dollars in thousands)
Level 1
Level 2
Level 3
Total Fair
Value
36,858
$
11%
311,836
$
89%
1,215
$
0%
349,909
100%
$
$
Level 1 securities include principally exchange traded funds that are valued based on quoted market prices for identical assets.
All of the fair values of our fixed maturity and equity securities within Level 2 are based on prices obtained from independent pricing services. All
of our prices for each security are generally sourced from multiple pricing vendors, and a vendor hierarchy is maintained by asset type and region of the
world, based on historical pricing experience and vendor expertise. We ultimately use the price from the pricing service highest in the vendor hierarchy
based on the respective asset type and region. For fixed maturity securities that do not trade on a daily basis, the pricing services prepare estimates of fair
value measurements using their pricing applications which incorporate a variety of inputs including, but not limited to, benchmark yields, reported trades,
broker/dealer quotes, issuer spreads, and U.S. Treasury curves. Specifically, for asset-backed securities, key inputs include prepayment and default
projections based on past performance of the underlying collateral and current market data. Securities with validated quotes from pricing services are
reflected within Level 2 of the fair value hierarchy, as they generally are based on observable pricing for similar assets or other market significant
observable inputs.
Level 3 fair value classification consists of investments in structured securities where the fair value of the security is determined by a pricing service
using internal pricing models where one or more of the significant inputs is unobservable in the marketplace, or there is a single broker/dealer quote. The
fair value of a broker-quoted asset is based solely on the receipt of an updated quote from a single market maker or a broker-dealer recognized as a market
participant. The Company does not adjust broker quotes when used as the fair value measurement for an asset.
26
If we believe the pricing information received from third-party pricing services is not reflective of market activity or other inputs observable in the
market, we may challenge the price through a formal process with the pricing service. Historically, we have not challenged or updated the prices provided
by third-party pricing services. However, any such updates by a pricing service to be more consistent with the presented market observations, or any
adjustments made by us to prices provided by third-party pricing services, would be reflected in the balance sheet for the current period.
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is
categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. Thus, a Level 3 fair value measurement may
include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3).
Other-Than-Temporary Impairments on Available-For-Sale Securities
Securities that are classified as available-for-sale are subject to market declines below amortized cost (a gross unrealized loss position). When a
gross unrealized loss position occurs, the security is considered impaired. Quarterly or when necessary, we review each impaired security to identify
whether the impairment may be other-than-temporary impairment (“OTTI”) and require the recognition of an impairment loss in the current period
earnings. Indication of OTTI includes potential credit deterioration whether due to ratings downgrades, unexpected price variances, and/or other company
or industry specific concerns. A number of factors are considered in determining whether or not a decline in a specific security is other-than-temporary,
including our current intention or need to sell the security or an indication that a credit loss exists. An impairment loss will be recorded if our intention is to
sell an impaired security or it is considered to be more likely than not that we will be required to sell the security.
Our review of our available-for-sale securities for impairment includes an analysis of impaired securities in terms of severity and/or age of the gross
unrealized loss. Additionally, we consider a wide range of factors about the issuer of the security and use our best judgment in evaluating the cause of the
decline in the estimated fair value of the security and in assessing the likelihood for near-term recovery. Inherent in our evaluation of the security are
assumptions and estimates about the operations of the issuer and its future earnings potential that includes the evaluation of the financial condition and
expected near-term and long-term prospects of the issuer, collateral position, the relevant industry conditions and trends, and whether expected cash flows
will be sufficient to recover the entire amortized cost basis of the security.
The credit loss component of fixed maturity securities impairment is calculated as the difference between amortized cost of the security and the
present value of the expected cash flows of the security. The present value is determined using the best estimate of cash flows discounted at the effective
rate implicit to the security at the date of purchase or prior impairment. The methodology and assumptions for estimating the cash flows vary depending on
the type of security. For mortgage-backed and asset-backed securities, cash flow estimates, including prepayment assumptions, are based on data from
widely accepted third-party sources or internal estimates. In addition to prepayment assumptions, cash flow estimates vary based on assumptions regarding
the underlying collateral characteristics, expectations of delinquency and default rates, and structural support, including subordination and guarantees. If the
present value of the modeled expected cash flows equals or exceeds the amortized cost of a security, no credit loss exists, and the security is considered to
be temporarily impaired. If the present value of the expected cash flows is less than amortized cost, the security is determined to be other-than-temporarily
impaired for credit reasons and is recognized as an OTTI loss in earnings. The portion of the OTTI that is not considered a credit loss, is recognized as
OTTI in accumulated comprehensive income.
There was OTTI on fixed maturity securities in the amount of $68 thousand and $41 thousand for the years ended December 31, 2020 and
December 31, 2019, respectively.
Mortgage Loans
Our mortgage loans are held on commercial real estate and are stated at the aggregate unpaid principal balances, net of any write-downs and
valuation allowances. We identify loans for evaluation of impairment primarily based on the collection experience of each loan. Mortgage loans are
considered impaired when, based on current information and events, it is probable that we will be unable to collect principal or interest amounts according
to the contractual terms of the loan agreement. Impairment is measured on a loan-by-loan basis based on the present value of expected future cash flows
discounted at the loan’s effective interest rate or the fair value of the collateral. Impairments are included in net realized investment gains (losses) in the
Consolidated Statements of Operations.
Interest income from mortgage loans is recognized on an accrual basis using the effective yield method. Accrual of income is generally suspended
for mortgage loans that are in default or when full and timely collection of principal and interest payments is not probable. Mortgage loans are considered
past due when full principal or interest payments have not been received according to contractual terms.
At December 31, 2020 and December 31, 2019, there was a valuation allowance of $0.1 million and $0.1 million, respectively.
27
Deferred Policy Acquisition Costs (DAC)
For our Insurance Segment, the costs of acquiring new business are deferred to the extent that they are directly related to the successful acquisition
of insurance contracts. Deferred acquisition costs include commissions paid in the first policy year that are in excess of the ultimate renewal commissions
payable on the policy. For any of our policies for which we do not pay renewal commissions, the deferred acquisition costs (at the segment level) include
all commissions paid in the first year. For policies for which we pay levelized commissions over the life of the policy, we expense the first-year
commission and therefore do not defer any other commission expense. We also defer costs associated with policy underwriting and issuance related to the
successful acquisition of insurance contracts. Non-deferred first year acquisition costs that are expensed as incurred include expenses that do not meet the
definition of a deferrable cost, which includes the acquisition costs incurred on insurance applications that do not result in an in-force policy (unsuccessful
efforts).
The amortization of DAC for traditional life insurance products is determined as a level proportion of premium based on actuarial methods and
assumptions about mortality, morbidity, lapse rates, expenses, and future yield on related investments, established by us at the time the policy is issued.
GAAP requires that assumptions for these types of products not be modified while the policy is outstanding. Amortization is adjusted each period to reflect
policy lapse or termination rates compared to anticipated experience. Accordingly, acceleration of DAC amortization could occur if policies terminate
earlier than originally assumed. We establish the assumptions used to determine DAC amortization based on estimates using Company experience and
other relevant information that is used to price the products. We monitor our actual experience and will update the actuarial factors applied to future policy
issues if warranted. The selection of actuarial assumptions requires considerable judgment and has inherent uncertainty. Should actual policy lapse
experience be higher than that assumed during a reporting period, we will amortize our DAC balance faster and report lower net income.
We evaluate the recoverability of our DAC asset as part of our premium deficiency testing. If a premium deficiency exists, we reduce DAC by the
amount of the deficiency through a charge to current period earnings (loss). If the deficiency is more than the recognized DAC balance, we reduce the DAC
balance to zero and increase the reserve for future policy benefits by the excess with a corresponding charge to current period earnings (loss). See “Future
Policy Benefit Reserves” below for more information on premium deficiency testing.
Our consolidated DAC will be lower relative to other insurance companies that utilize unaffiliated distributors. GAAP does not permit the deferral
of commission revenues paid to Efinancial, our affiliated agency, in excess of those expenses actually incurred by Efinancial in the placement of the policy.
Because we are focused on increasing insurance premium volume through Efinancial, our operating results will reflect higher current period expenses and
lower current reported net income. Therefore, in consolidation, the first-year commission acquisition costs (“Commission DAC”) recorded in our Insurance
Segment is reduced to reflect the elimination of that portion of Commission DAC that results from expenses of Efinancial that cannot be directly tied to the
successful placement of a policy. The amount of eliminated Commission DAC is charged to current expense, and acquisition cost DAC is recorded at a
reduced amount, which represents the amount of Commission DAC that is eligible for deferral. As a result of recognizing a majority of expenses for the
Efinancial sales immediately, we will recognize a charge against our consolidated earnings (loss) and consolidated equity in the amount of such expenses
for the period in which they are incurred. See “Results of Operations—Analysis of Segment Results—Corporate Segment—Intercompany Eliminations.”
Future Policy Benefit Reserves
We calculate and maintain reserves for estimated future claims payments to policyholders using actuarial assumptions in accordance with industry
practice and GAAP. Many factors affect these reserves, including mortality trends, policy persistency and investment returns. We establish our reserves
based on estimates, assumptions and our analysis of historical experience.
The calculation of future policy reserves requires the use of significant judgment and is inherently uncertain. If our actual experience differs from
the experience assumed in establishing our reserves, the impact of these differences is reflected in the results of operations in each period. If actual claims
are higher than assumed claims experience, our reported income (loss) will be reduced (increased) for the periods in which this experience occurs. If actual
policy lapses are higher than that assumed, our future policy benefit reserves will be reduced for the period in which this experience occurs.
The primary reserve method that is used in calculation of our future policy benefit reserves is the net level premium method. The net level premium
method requires that the future policy benefit reserves are accrued as a level proportion of the premium paid by the policyholder. In applying this method,
we use a number of actuarial assumptions that represent management’s best estimate at the time the contract was issued with the addition of a margin for
adverse deviation. Actuarial assumptions include estimates of morbidity, mortality, policy persistency, discount rates and expenses over the life of the
contracts.
A premium deficiency exists if the discounted present value of future gross premiums is not sufficient to cover anticipated future cash outflows. To
assess the adequacy of our benefit reserves, we annually perform premium deficiency testing for each of our
28
lines of business using best estimate assumptions as of the date of the test without provision for adverse deviation. If benefit reserves minus the DAC asset
are less than the present value of future cash flows on the line of business, then first the DAC asset will be reduced. If reducing the DAC asset down to zero
is still not sufficient to eliminate the premium deficiency, then benefit reserves will be increased. Recognizing a premium deficiency will reduce our
reported net income or increase our reported loss, for the period.
Under best estimate assumptions as to mortality, lapses, expenses, and investment yields, DAC is still recoverable on the Core Life and Non-Core
Life products (Open Block), Closed Block, and assumed life line of business. The annuities line has no remaining DAC, and under best estimate
assumptions on that line, no benefit reserve increases are needed.
In connection with our premium deficiency testing, we performed sensitivity analyses on our Open Block, Closed Block, annuities, and assumed life
business lines to capture the effect that certain key assumptions have on expected future cash flows, and the impact of those assumptions on the adequacy
of DAC balances and GAAP benefit reserves. The sensitivity tests are performed independently, without consideration for any correlation among the key
assumptions.
We performed the following sensitivity tests as of September 30, 2020:
•
•
•
future lapse assumptions increased by a multiplicative factor of 1.05,
future mortality increased by a multiplicative factor of 1.05 for all life blocks,
future investment yield assumptions were lowered by 50 basis points.
Regarding this sensitivity testing for the annuities line, there is no remaining DAC due to the age of the contracts. As such, these sensitivity runs
tested the adequacy of the benefit reserves for this line. For the annuities line, a drop in investment yield of 50 basis points would result in a required
reserve increase of $0.7 million, while for the mortality scenario and the lapse scenario there would be no impact to benefit reserves.
For the assumed life line of business sensitivity testing, there is also no remaining DAC. Under all the sensitivity tests on this line, no benefit reserve
increases are needed.
For the Open Block sensitivity testing, DAC is still recoverable under the lapse sensitivity test. However, under the mortality and investment earned
rates sensitivity tests, the DAC would have to be decreased by $5.9 million and $14.1 million, respectively.
Income Taxes
Under applicable Federal income tax guidance, the taxation of life insurance companies is subject to special rules not applicable to other (non-life)
companies. Accordingly, we have to consider the implications of these different tax rules in accounting for income tax expense, as separately applicable to
our life and non-life subgroups of companies.
We record federal income tax expense in our Consolidated Statements of Operations based on pre-tax income as determined using GAAP
accounting. The timing of the recognition of certain income and expense items for GAAP accounting can differ from the timing of recognition of the same
income and expense items in our federal tax returns. The timing of recognition in the federal tax return is based on tax laws and regulations. As a result, the
annual tax expense reflected in our Consolidated Statements of Operations is different than that reported in the tax returns.
We account for income taxes under the asset and liability method, which requires the recognition of deferred taxes for temporary differences
between the financial statement and tax return basis of assets and liabilities. Deferred tax assets generally represent items that can be used as a tax
deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent
tax expense recognized in our financial statements for which payment has been deferred or expenditures for which we have already taken a deduction in
our tax return but have not yet been recognized in our financial statements. Under GAAP, we are required to evaluate the recoverability of our deferred tax
assets and establish a valuation allowance if necessary, to reduce our deferred tax assets to an amount that is more likely than not to be realized. Significant
judgment is required in determining whether valuation allowances should be established, as well as the amount of such allowances. To the extent that we
are required to establish an additional valuation allowance against deferred income tax assets, the amount of such valuation allowance would generally be
charged against our net income for the period in which that valuation allowance is established.
We establish or adjust valuation allowances for deferred tax assets when we estimate that it is more likely than not that future taxable income will be
insufficient to realize the value of the deferred tax asset. We evaluate all significant available positive and negative evidence as part of our analysis.
Negative evidence includes the existence of losses in recent years. Positive evidence includes the forecast of future taxable income and tax-planning
strategies that would result in the realization of deferred tax assets. The underlying assumptions we use in forecasting future taxable income require
significant judgment and take into account our recent performance. The ultimate realization of deferred tax assets depends on the generation of future
taxable income during the periods in
29
which temporary differences are deductible or creditable. If actual experience differs from these estimates and assumptions, the recognized deferred tax
asset value may not be fully realized, resulting in an increase to income tax expense in our results of operations.
As of December 31, 2020, we had a 100% valuation allowance recorded against the deferred tax assets related to the non-life subgroup of our tax
return because we determined that it is more likely than not that these assets will not be recoverable. The recording of the valuation allowance increases our
federal income tax expense which in turn reduces our reported net income or increases our net loss as applicable. Our recorded net deferred tax asset is
shown in the following table. The balances for each period are shown based on the life/non-life portions of the consolidated federal tax returns and in total.
(dollars in thousands)
Deferred income tax assets, net
Total deferred tax assets
Total deferred tax liabilities
Net deferred tax asset (liability) before
valuation allowance
Valuation allowance
Deferred income tax assets, net
Life
December 31, 2020
Non-Life
Total
Life
December 31, 2019
Non-Life
Total
$
52,646 $
41,720
26,148 $
9,483
78,794 $
51,203
54,697 $
45,257
23,517 $
7,861
78,214
53,118
10,926
—
10,926 $
16,665
(16,665)
— $
27,591
(16,665)
10,926 $
9,440
—
9,440 $
15,656
(15,656)
— $
25,096
(15,656)
9,440
$
Due to the valuation allowance on the non-life subgroup, the effective income tax rate reflected on our Consolidated Statements of Operations will
vary depending on the portion of our pretax income (loss) that results from our life subgroup and the portion from our non-life subgroup. With the current
full valuation allowance, the current tax benefit related to our non-life subgroup is limited. We continue to record tax expense (benefit) related to the pretax
income (loss) of our life subgroup.
Principal Revenue & Expense Items
Revenues
Our primary revenue sources are life insurance premiums, commissions, net investment income, net realized investment gains (losses), insurance
lead sales and other income.
Net Premiums
Net premiums consist of direct life insurance premiums due and collected from our policyholders on in-force insurance policies and premiums
collected on assumed life reinsurance contracts, less reinsurance premiums paid to reinsurers. Direct premiums are recorded in our Insurance Segment and
classified as first year premiums when they relate to the first calendar year coverage period. Premiums for policies outside their first calendar year are
called renewal premiums.
30
Earned Commission
Earned commission revenue consists of amounts received and due from insurance carriers on policies sold by Efinancial and is recorded in our
Agency Segment. However, the commission revenue from sales of Fidelity Life policies is eliminated in our Consolidated Statements of Operations
because Efinancial and Fidelity Life are affiliated.
Net Investment Income
Net investment income consists of income generated from our investment portfolio and is recorded net of related expenses incurred to manage our
investments. Net investment income primarily consists of interest income earned on fixed maturity security investments and dividends earned on our equity
holdings, net of related expenses incurred to manage our investments. Net investment income earned on assets required to support insurance reserves,
annuity deposits and related regulatory capital requirements is allocated to our Insurance Segment. Any other net investment income is recorded in the
Corporate Segment.
Net Realized Investment Gains (Losses)
Net realized investment gains (losses) result from sales of investment securities and OTTI for estimated credit losses of fixed maturity securities.
Insurance Lead Sales
In our Agency Segment, insurance lead sales revenue consists of (i) click-through revenues we generate when leads click through to our webpages
to access information about life insurance options sponsored by another company and (ii) data revenues we generate through the sale of information
regarding leads.
Other Income
For our Insurance Segment, other income primarily consists of cost of insurance charges on universal life contracts.
Benefits and Expenses
This category consists of benefits to policyholders, which include policyholder dividends and policyholder dividend obligations (PDO), interest
credited to policyholder and contract-holder balances, general operating expenses and amortization of DAC.
Life, Annuity and Health Claim Benefits
Benefit expenses are recorded in our Insurance Segment. Benefit expenses include claims paid or payable on in-force insurance policies, as well as
the change in our reserves for future policy benefits during the period. Benefit expenses are reduced by amounts ceded to reinsurance companies with
whom we contract to share policy risks.
Interest Credited to Policyholder Account Balances
The interest credited primarily relates to amounts that contract-holders earn on any contract-holder deposits from our assumed annuity contracts and
other amounts left on deposit with us. Our universal life policies and assumed annuity contracts require Fidelity Life to periodically establish the crediting
rate to be paid on policyholder and contract-holder deposits. All current assumed annuity contracts are credited with interest at the minimum interest rate
guaranteed in the contract. Interest credited relates solely to our Insurance Segment.
Operating Costs and Expenses
Operating expenses are incurred by all of our segments. The operating expenses of our Insurance Segment include policy acquisition costs in excess
of amounts that qualify for deferral, ceding commissions received on ceded reinsurance in excess of amounts deferred, variable policy administration costs,
general overhead and administration costs, and insurance premium taxes and assessments paid to various states. Agency Segment expenses consist of
compensation paid to employee sales agents, costs of insurance sales leads (marketing), costs of sales management and support activities, agent licensing
expenses and general overhead and administration expenses. The expenses of the Corporate Segment include allocation of a portion of the compensation of
senior executives related to corporate activities, Board of Director expenses related to corporate business, and other operating costs considered to be of a
corporate nature and not directly related to either of our other business segments. Overhead and administrative expenses of the segments include employee
costs (salaries, bonuses and benefits), office rent, information technology and costs of third-party administrators and other contractors.
31
Amortization of Deferred Policy Acquisition Costs
DAC amortization represents the actuarially determined reduction in the DAC asset for the period. The amount of acquisition cost amortization
recognized each period is based on actual factors established when the insurance contracts were written.
Results of Operations
The major components of operating revenues, benefits and expenses and net (loss) income are as follows:
Vericity, Inc. Consolidated Results of Operations
(dollars in thousands)
Revenues
Net insurance premiums
Net investment income
Net realized investment (losses) gains
Other-than-temporary impairments
Earned commissions
Insurance lead sales
Other income
Total revenues
Benefits and expenses
Life, annuity, and health claim benefits
Interest credited to policyholder account balances
Operating costs and expenses
Amortization of deferred policy acquisition costs
Total benefits and expenses
(Loss) income from operations before income tax
Income tax (benefit) expense
Net (loss) income
For the Years Ended
December 31,
2020
2019
$
$
108,042 $
14,121
(1,242)
(68)
21,811
4,958
209
147,831
77,692
3,118
80,363
13,961
175,134
(27,303)
(2,275)
(25,028) $
94,370
16,076
691
(41)
17,688
6,229
287
135,300
61,851
3,199
77,036
13,410
155,496
(20,196)
(872)
(19,324)
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Total Revenues
For the year ended December 31, 2020, total revenues were $147.8 million compared to $135.3 million for the year ended December 31, 2019. This
increase of $12.5 million primarily resulted from higher net insurance premiums and earned commissions, partially offset by decreases in net investment
income, realized investment (losses) gains and insurance lead sales.
Benefits and Expenses
For the year ended December 31, 2020, total benefits and expenses were $175.1 million compared to $155.5 million for the year ended December
31, 2019. This increase of $19.6 million was primarily due to higher life, annuity, and health claim benefits.
Loss from Operations Before Income Taxes
For the year ended December 31, 2020, we had a loss before taxes of $27.3 million compared to a loss before taxes of $20.2 million for the year
ended December 31, 2019. This increased loss of $7.1 million was primarily due to increases in life, annuity, and health claim benefits and decreases in net
investment income, net realized investment (losses) gains and insurance lead sales, partially offset by higher net insurance premiums and earned
commissions.
Income Taxes
For the year ended December 31, 2020, our income tax benefit was $2.3 million compared to an income tax benefit of $0.9 million for the year
ended December 31, 2019. The increased benefit of $1.4 million reflects increased net loss attributable to the life sub-group. The non-life sub-group, which
has a full valuation allowance, therefore no tax impact. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Critical Accounting Policies—Income Taxes.”
32
Analysis of Segment Results
Reconciliation of Segment Results to Consolidated Results
The following analysis reconciles the reported segment results to the Vericity, Inc. total consolidated results. The main difference is the
intercompany eliminations.
(dollars in thousands)
(Loss) before income taxes by segment
Agency
Insurance
Corporate
Eliminations
(Loss) income from operations before income tax
Income tax (benefit) expense
Net (loss) income
Agency Segment
The results of our Agency Segment were as follows:
(dollars in thousands)
Revenues
Earned commissions
Insurance lead sales
Total revenues
Expenses
Operating costs and expenses
Total expenses
(Loss) income from operations before income tax
For the Years Ended
December 31,
2020
2019
(866) $
(8,347)
(10,822)
(7,268)
(27,303)
(2,275)
(25,028) $
(7,089)
(1,155)
(7,985)
(3,967)
(20,196)
(872)
(19,324)
For the Years Ended
December 31,
2020
2019
43,424 $
4,958
48,382
49,248
49,248
(866) $
39,359
6,262
45,621
52,710
52,710
(7,089)
$
$
$
$
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Earned Commissions
For the year ended December 31, 2020, earned commissions were $43.4 million compared to $39.4 million for the year ended December 31, 2019.
This increase of $4.0 million resulted from increased sales in the retail channel, which was primarily driven by increased agent headcount, partially offset
by lower sales in the wholesale channel.
Insurance Lead Sales
For the year ended December 31, 2020, insurance lead sales were $5.0 million compared to $6.3 million for the year ended December 31, 2019. This
decrease of $1.3 million was primarily due to lower click and transfer revenue.
Operating Costs and Expenses
For the year ended December 31, 2020, general operating expenses were $49.2 million compared to $52.7 million for the year ended December 31,
2019. This decrease of $3.5 million was primarily due to lower marketing costs and the 2019 expense of $0.9 million from the accelerated vesting of
incentive compensation related to the completion of the IPO.
Net (Loss) Income
For the year ended December 31, 2020, the Agency Segment incurred a net loss of $0.9 million compared to a net loss of $7.1 million for the year
ended December 31, 2019. This decrease in net loss of $6.2 million was primarily the result of higher earned commissions and a reduction of operating
costs and expenses, partially offset by lower insurance lead sales revenue.
33
Insurance Segment
The results of our Insurance Segment were as follows:
$
(dollars in thousands)
Revenues
Net insurance premiums
Net investment income
Net realized investment (losses) gains
Other-than-temporary impairments
Other income
Total revenues
Benefits and expenses
Life, annuity, and health claim benefits
Interest credited to policyholder account balances
Operating costs and expenses
Amortization of deferred policy acquisition costs
Total benefits and expenses
(Loss) income from operations before income tax
$
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Net Insurance Premiums
For the Years Ended
December 31,
2020
2019
108,042 $
13,925
(1,370)
(68)
209
120,738
77,692
3,118
31,608
16,667
129,085
(8,347) $
94,370
15,278
645
(41)
254
110,506
61,851
3,199
28,358
18,253
111,661
(1,155)
For the year ended December 31, 2020, net insurance premiums were $108.0 million compared to $94.4 million for the year ended December 31,
2019. This increase of $13.6 million was primarily due to growth in our Core Life lines of $5.9 million, mainly driven by increases in LifeTime Benefit
Term (LBT) and RAPIDecision® Life and a $7.1 million increase in Closed Block and annuities of $0.5 million.
Net Investment Income
See “Note 2—Investments” in the Notes to the Consolidated Financial Statements included in this Form 10-K.
Net Realized Investment Gains (Losses)
See “Note 2—Investments” in the Notes to the Consolidated Financial Statements included in this Form 10-K.
Life, Annuity and Health Claim Benefits
For the year ended December 31, 2020, life, annuity and health claim benefits were $77.7 million compared with $61.9 million for the year ended
December 31, 2019. This increase of $15.8 million was mainly attributable to an increase of $4.8 million in net claim benefits resulting from $6.8 million
higher claim activity on certain Core and Non-Core products, partially offset by a decrease of $2.1 million in annuities and assumed life. Change in benefit
reserves increased $11.1 million, primarily related to $1.4 million in our Core and Non-Core lines, $5.9 million in Closed Block and $4.4 million in
assumed life resulting from the recapture of the majority of an assumed life block of business, partially offset by a $0.6 million decrease in annuities.
Interest Credited to Policyholder Account Balances
For the year ended December 31, 2020, interest credited was $3.1 million compared to $3.2 million for the year ended December 31, 2019. This
decrease of $0.1 million was due to lower interest credited on assumed fixed annuity contract-holder account balances.
Operating Costs and Expenses
For the year ended December 31, 2020, general operating expenses were $31.6 million compared to $28.4 million for the year ended December 31,
2019. This increase of $3.2 million was primarily due to a reduction in reinsurance allowances of $3.3 million, which includes $6.8 million related to the
Closed Block, partially offset by increased allowances of $3.6 million in the Core Life and
34
Non-Core Life lines. In addition, there was $1.0 million increase in depreciation costs and $1.1 million in staff costs. The increases were partially offset by
$1.8 million costs from the accelerated vesting of incentive compensation related to the completion of the IPO in 2019. See “Closed Block” section in this
Form 10-K for further discussion regarding Closed Block and “Note 8— Closed Block” in the accompanying Notes to the Consolidated Financial
Statements.
Amortization of Deferred Policy Acquisition Costs
For the year ended December 31, 2020, amortization of deferred acquisition costs was $16.7 million compared to $18.3 million for the year ended
December 31, 2019. This decrease of $1.6 million includes a $2.2 million decrease in Closed Block, primarily due to lapses partially offset by an increase
in our Core and Non-Core lines of $0.6 million.
Net (Loss) Income
For the year ended December 31, 2020, net loss was $8.3 million compared to a net loss of $1.2 million for the year ended December 31, 2019. The
increase in net loss of $7.1 million resulted primarily from higher life, annuity and health claim benefits, lower net investment income, lower net realized
gains and increases in net operating expenses, partially offset by an increase in net insurance premiums and lower amortization of deferred policy
acquisition costs.
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.
Included in Closed Block assets at December 31, 2020 and December 31, 2019, are $10.2 million and $9.9 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
Consolidated Financial Statements.
The block where there are no dividends expected had a significant number of policies issued in December 1999 which had level premiums for the
first 20 durations, followed by premiums which increased significantly in duration 21 as the premiums from that point forward go to an annually increasing
scale. The approximate increase in premiums going from the 20th to the 21st duration is 1300%. Direct policies are a mixture of annual, semi-annual,
quarterly, and monthly premium payment modes, whereas ceded policies are all annual premium mode. Therefore, both direct and ceded premiums
increased significantly in the fourth quarter of 2019 on the Closed Block compared to the prior year as this group of policies ended their level term with
larger impacts affecting ceded premiums more than direct premiums as a result of these modal differences.
Most of these policies lapsed in the first quarter of 2020. This caused a reversal of ceded premiums and a reduction in the direct due and unpaid
premiums on the policies which lapsed. The lapsed policies also caused reversals of items such as ceding allowances, reserves and amortization of deferred
policy acquisition costs.
35
Corporate Segment
The results of the Corporate Segment are as follows:
(dollars in thousands)
Revenues
Net investment income
Net realized investment (losses) gains
Total revenue
Expenses
Operating costs and expenses
Total expenses
(Loss) income from operations before income tax
For the Years Ended
December 31,
2020
2019
$
$
409 $
128
537
11,359
11,359
(10,822) $
1,166
46
1,212
9,197
9,197
(7,985)
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Net Loss
The net loss for the year ended December 31, 2020 increased $2.8 million to $10.8 million from a net loss of $8.0 million for the year ended
December 31, 2019, primarily attributable to higher operating costs and expenses due to targeted growth initiatives and costs associated with being a public
company and partially offset by $3.2 million of costs from the accelerated vesting of incentive compensation related to the completion of the IPO in 2019.
Intercompany Eliminations
The impact of the eliminations for intercompany transactions 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:
Revenue—our Agency Segment recognizes all commission revenue earned in the year the policy goes in force at the carrier.
Expense—our Insurance Segment recognizes the first-year commission as a policy acquisition cost, in proportion to the premiums earned from
providing insurance coverage throughout the first year that the policy is in force. In addition, our Insurance Segment defers the amount by which the first-
year commission acquisition costs exceed the ultimate renewal commission and records this amount as deferred acquisition cost that is amortized over the
expected life of the policy.
36
Viewed at the segment level, because of the timing difference between the Agency Segment’s immediate recognition of commission revenue and the
Insurance Segment’s deferral and amortization of the commission expense over the expected life of the policy, all else being equal, the sale of a policy
through our Agency Segment results in an intersegment profit in an amount equal to the difference between the commission paid and the related
amortization expense. However, in consolidation, two impacts occur. First, the intercompany revenue recognized by our Agency Segment and the related
deferred acquisition expense recorded by our Insurance Segment are eliminated. Second, we record deferred acquisition costs equal to that portion of
Commission DAC that can be tied directly to Efinancial’s expenses incurred in the successful placement of a policy. Therefore, in consolidation, the
Commission DAC recorded in our Insurance Segment is effectively reduced to reflect the elimination of that portion of Commission DAC that results from
Efinancial expenses that cannot be directly tied to the successful placement of a policy. The amount of eliminated Commission DAC, which represents a
majority of the Commission DAC, is charged to current expense, and acquisition cost DAC is recorded at a reduced amount, which represents the amount
of Commission DAC that is eligible for deferral under GAAP. See “Critical Accounting Policies—Deferred Policy Acquisition Costs (DAC)” and “Factors
Affecting our Results—Strategic Goals and Financial Impact of Sales of Policies Produced by Efinancial” for more information. The results of these
elimination entries were as follows:
(dollars in thousands)
Revenues
Net investment income
Earned commissions
Total revenues
Expenses
Operating costs and expenses
Amortization of deferred policy acquisition costs
Total expenses
(Loss) income from operations before income tax
For the Years Ended
December 31,
2020
2019
$
$
(213) $
(21,613)
(21,826)
(11,852)
(2,706)
(14,558)
(7,268) $
(368)
(21,671)
(22,039)
(13,229)
(4,843)
(18,072)
(3,967)
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
For the year ended December 31, 2020, intercompany eliminations resulted in a $7.3 million reduction in pre-tax income compared to a $4.0 million
reduction in pre-tax income for the year ended December 31, 2019. This decrease of $3.3 million was mainly due to lower expense credit for amortization
of deferred policy acquisition costs.
Investments
Investment Returns
We invest our available cash and funds that support our regulatory capital, surplus requirements and policy reserves in investment securities that are
included in our Insurance and Corporate Segments. We earn income on these investments in the form of interest on fixed maturity securities (bonds and
mortgage loans) and dividends (from equity holdings). Net investment income is recorded net of investment related expenses as revenue. 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 we own, the interest rates
earned and amount of dividends received on our investments.
Gains and losses on sales of investments are classified as net 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 our Insurance Segment is designed to maintain a well-diversified, high quality fixed maturity 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 our Insurance Segment are managed with an emphasis on current income within quality and diversification constraints. The focus is on book yield of the
fixed maturity portfolio as the anticipated portfolio yield is a key element used in pricing our insurance products and establishing policyholder crediting
rates on our annuity contracts.
37
We apply our overall investment strategy and guidelines on a consolidated basis for purposes of monitoring compliance with our overall guidelines.
Almost 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 and in
particular 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 maturity securities 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
National Association of Insurance Commissioners (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 has decreased to 97.9% at December 31, 2020 from 98.2% at
December 31, 2019 due to the S&P ratings on certain new securities acquired in our portfolio of distressed residential mortgage-backed securities.
(dollars in thousands)
S&P Rating
AAA
AA
A
BBB
Not rated
Total investment grade
BB
B
CCC
D
Not rated
Total below investment grade
Total
December 31, 2020
December 31, 2019
$
$
91,153
75,167
95,263
72,945
21,261
355,789
4,814
2,627
418
5
198
8,062
363,851
25.2% $
20.7%
26.2%
20.0%
5.8%
97.9%
1.3%
0.7%
0.1%
—
—
2.1%
100.0% $
93,137
47,217
94,776
60,277
13,443
308,850
3,455
1,707
727
7
175
6,071
314,921
29.7%
15.0%
30.1%
19.1%
4.3%
98.2%
1.1%
0.5%
0.2%
—
—
1.8%
100.0%
The following table sets forth the maturity profile of our fixed maturity securities at December 31, 2020 and December 31, 2019. Expected
maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without penalty.
(dollars in thousands)
Due in one year or less
Due in one year through five years
Due after five years through ten years
Due after ten years
Securities not due at a single maturity
date-primarily mortgage and asset-
backed securities
Total fixed maturity securities
December 31, 2020
December 31, 2019
Amortized
Cost
$
9,296
42,301
41,115
119,693
%
Estimated
Fair Value
%
Amortized
Cost
%
Estimated
Fair Value
9,371
2.8% $
46,085
12.9%
12.5%
45,997
36.5% 143,477
2.6% $ 10,746
37,668
12.7%
23,760
12.6%
97,506
39.4%
3.7% $ 10,839
39,506
12.8%
8.1%
25,695
33.1% 112,115
%
3.4%
12.5%
8.2%
35.6%
115,858
$ 328,263 100.0% $ 363,851 100.0% $ 294,402 100.0% $ 314,921 100.0%
35.3% 118,921
42.3% 126,766
32.7% 124,722
40.3%
38
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
is OTTI. The quarterly review is targeted to focus on securities with larger impairments and that have been in an impaired status for longer periods of time.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Polices—Other-Than-Temporary
Impairments on Available-For-Sale Securities”.
Net Investment Income
One key measure of our net investment income is the book yield on our holdings of fixed maturity securities classified as available-for-sale, which
holdings totaled $363.9 million and $314.9 million, and represented 85.7% and 77.2% of our invested assets, as of December 31, 2020 and December 31,
2019, 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 years ended December 31, 2020 and
December 31, 2019, our book yield on fixed maturity securities available-for-sale was 3.9% and 4.2% for the years ended December 31, 2020 and
December 31, 2019, respectively.
See “Note 2 – Investments” in the Notes to the Consolidated Financial Statements included in this Form 10-K.
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:
(dollars in thousands)
Annuity contract-holder deposits - assumed
Dividends left on deposit
Other
Total
December 31, 2020
Year to
Date
Interest
Credited
Ending
Balance
$
$
74,918 $
7,271
1,680
83,869 $
2,892
184
42
3,118
Average
Credit
Rate
3.9% $
2.5%
2.5%
3.7% $
December 31, 2019
Year to
Date
Interest
Credited
Ending
Balance
78,296 $
7,609
1,612
87,517 $
2,965
195
39
3,199
Average
Credit
Rate
3.8%
2.6%
2.4%
3.7%
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 maturity securities 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. Our book yields on fixed maturity investments have declined in recent periods due to current market conditions. If book yields continue to
decline, the amount of spread between the interest earned and credited will be reduced.
Net Realized Investment Gains (Losses)
Net realized investment gains (losses) are subject to general economic trends and in particular correlate generally with movements in the major
equity market indexes. The amounts classified as realized gains and losses in our Consolidated Statements of Operations include amounts realized from
sales of investments, mark-to-market adjustments on investments classified as equity holdings and investments that use the equity method of accounting
(limited partnership interests which are included in Other invested assets on the Consolidated Balance Sheet) and other-than-temporary impairments of
individual securities related to credit impairments.
See “Note 2 – Investments” in the Notes to the Consolidated Financial Statements included in this Form 10-K.
39
Unrealized Holding Gains (Losses)
We also record capital appreciation/depreciation on our available-for-sale fixed maturity securities. At December 31, 2020 and December 31, 2019,
we had a change in Accumulated Other Comprehensive Income (Loss) from mark-to-market adjustments of our available-for-sale fixed maturity securities
totaling $7.8 million and $11.1 million (net of federal income taxes and reserve), respectively.
See “Note 13 – Accumulated Other Comprehensive Income (Loss)” in the Notes to the Consolidated Financial Statements included in this Form 10-K.
Financial Position
At December 31, 2020, we had total assets of $768.8 million compared to total assets at December 31, 2019 of $721.8 million, an increase of $47.0
million. The invested asset base increased $16.9 million, primarily due to an increase in fixed maturity securities of $48.9 million, which includes $15.1
million of market value changes, offset by maturity of short-term investments of $29.8 million. Reinsurance recoverables increased $25.1 million as a
result of a $22.4 million increase in ceded policy and claim reserves and an increase of $2.7 million related to timing of settlements of reinsured claims.
Commission and agent balances increased $8.3 million due to the timing of collections. Deferred policy acquisition costs increased $1.4 million, primarily
due to deferrals on new business in excess of amortization. Deferred income taxes increased $1.5 million, primarily due to a deferred tax credit as a result
of net loss, partially offset by tax on unrealized investment market gains. Cash decreased $1.6 million, primarily related to cash used from investments,
partially offset by cash from operating and financing activities. Other assets decreased $4.5 million, primarily due to decreases in due premium mostly on
the Closed Block, partially offset by increases in internally developed software.
At December 31, 2020, we had total liabilities of $573.5 million compared to total liabilities of $509.4 million at December 31, 2019, an increase of
$64.1 million. Future policy benefits and claims increased $45.8 million, primarily due to a $44.9 million increase in Core and Non-Core lines due to
growth and maturity of the underlying blocks of business, and a $2.4 million increase in annuities and assumed life, primarily related to the recapture of the
majority of an assumed life block of business, partially offset by a decrease of $1.6 million in the Closed Block. Other policyholder liabilities increased
$12.7 million, primarily due to $11.2 million in Core and Non-Core lines and $1.7 million in Closed Block. Debt increased $9.9 million related to
additional net borrowings under our commission financing agreement with Hannover Life. Other liabilities increased $6.3 million, primarily related to
changes in operating accruals and chargeback allowances. Policyholder dividend obligations related to the Closed Block increased $1.8 million, primarily
related to changes in the market value of invested assets. Reinsurance liabilities and payables decreased $8.7 million, primarily due to timing of reinsurance
settlements and $3.6 million decrease in Policyholder account balances, largely due to annuity payments.
At December 31, 2020, total equity decreased to $195.2 million from $212.4 million at December 31, 2019. This decrease in equity of $17.2 million
consists of a net loss of $25.0 million, partially offset by an increase of $7.8 million of other comprehensive income.
Liquidity and Capital Resources
Our principal sources of funds are from premium revenues, commission revenues, net investment income and proceeds from the sale and maturity of
investments. The Company’s primary uses of funds are for payment of life policy 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), general operating expenses and purchases of investments. Our investment portfolio is structured
to provide funds periodically over time, through net investment income and maturities, to provide 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. We are able to obtain advances up to $30.0
million under our arrangement with Hannover Life. As of December 31, 2020, we had net advances of $27.5 million 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. We own FHLBC common stock with a book value of $0.1 million, which allows us to borrow up to $2.3 million. 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. There have
been no borrowings under this facility.
Fidelity Life’s ability to pay dividends to Vericity Holdings, Inc. (VHI) is limited by the insurance laws of the State of Illinois. All shareholder
dividends are subject to notice filings with the Illinois Director of Insurance. The maximum amount of dividends that
40
can be paid by Illinois life insurance companies to shareholders without 30 days prior notice to the Illinois Director of Insurance is the greater of
(i) statutory net income for the preceding year or (ii) 10% of statutory surplus as of the preceding year-end. Under Illinois insurance statutes, dividends may
be paid only from surplus, excluding unrealized appreciation in value of investments, without prior approval. Dividends in excess of these amounts require
advance approval of the Illinois Director of Insurance. There are no limitations on the amount of dividends that Efinancial can pay.
During the years ended 2020 and 2019, the Board of Directors of Fidelity Life approved the payment of $0.0 million and $5.0 million, respectively,
in dividends to VHI. The dividends provided operating funds to VHI to support corporate operations and initiatives. Following the Conversion, Fidelity
Life has agreed not to pay any common stock dividends without the approval of a majority of the company designees. In connection with the approval of
the Conversion by the Illinois Director of Insurance, we agreed, for a period of twenty-four months following the completion of the offerings, to seek the
prior approval of the Illinois Department of Insurance for any declaration of an ordinary dividend by Fidelity Life.
Fidelity Life is a party to various services and cost sharing agreements with VHI and Efinancial pursuant to which certain costs and expenses
incurred by VHI and Efinancial on behalf of Fidelity Life are allocated to Fidelity Life and reimbursed to the entity incurring the expense.
We have experienced net negative cash flows in 2020 and in most prior periods due to continued growth in sales of our life insurance products and
in our Agency operations and through continued net withdrawals on assumed annuity contract-holder deposits. Our annuity deposits are in run-off because
we do not market annuity contracts to generate annuity deposits to offset the withdrawal activity on in-force contracts.
Cash uses in our Insurance Segment result in negative operating cash flows related to sales of new insurance policies because:
•
•
•
Policy acquisition costs (consisting of agent commissions, policy underwriting and issue costs) exceed the amount of first year premium
received from the policyholder,
Depending on the product sold, a portion or all of the agent’s commission may be paid as a cash advance to the agent and most of the
underwriting and policy issue costs are paid at the time the initial policy is issued, whereas the premiums may be paid throughout the policy
year, and
Amounts due from reinsurers to reimburse claims paid are usually paid at some date after the claim has been paid.
The resulting negative first year cash flows from sales of new policies are partially offset by positive cash flows from insurance policy renewals.
The continued sales growth in our Insurance operations has resulted in a net cash decrease from operations. Cash flows from reinsurance collections will
vary from period to period based on claims activity.
Our Corporate Segment experienced negative cash flows as a result of the payment of allocated overhead expenses.
Cash flows from investing activities includes our fixed maturity securities and equity holdings that are classified as available-for-sale securities.
Period to period, the cash flows associated with the changes in these portfolios will vary between cash sources and cash uses depending on portfolio trading
due to investment market conditions and other factors.
Cash flows from financing activities primarily consists of the assumed annuity contract-holder deposits. The annuity liabilities are reducing each
period due to cash withdrawals by contract-holders on this block of annuities that were primarily written in the late 1980s. Cash deposits to these annuity
contracts are minimal compared to cash withdrawal activity. Also included in financing cash flows are net proceeds from our commission financing
program.
Cash Flows
(dollars in thousands)
Consolidated Summary of Cash Flows
Net cash provided (used) by operating activities
Net cash (used) provided by investing activities
Net cash provided (used) by financing activities
Net increase (decrease) in cash and cash equivalents
41
For the Years Ended
December 31,
2020
2019
$
$
5,303 $
(8,754)
1,851
(1,600) $
(2,790)
(25,615)
45,263
16,858
For the year ended December 31, 2020, we had a net decrease in cash of $1.6 million compared to net increase of $16.9 million for the year ended
December 31, 2019. Cash from operating activities increased by $8.1 million, mainly due to higher premium volume, partially offset by higher claim
benefits and general operating expenses. Cash used by investing activities decreased, primarily due to net sales of short-term investments in 2020. In 2019,
proceeds from the IPO were included in financing activities and partially offset in investing activities through the purchase of short-term investments.
Risk-Based Capital
Fidelity Life is subject to regulatory guidelines related to the ratio of its capital level compared to its RBC level as determined by formulas adopted
by state insurance departments and applicable to all life insurance companies. A company’s “authorized control level RBC” is a measure of the amount of
capital appropriate for an insurance company to support its overall business operations in light of its size, growth and risk profile. RBC standards are used
by regulators to determine appropriate regulatory actions for insurers that show signs of weak or deteriorating conditions. Companies that do not maintain
total adjusted RBC in excess of 200% of the company’s authorized control level RBC may be required to take specific actions at the direction of state
insurance regulators. Fidelity Life’s total adjusted capital at December 31, 2020 and 2019 was well in excess of 200% of its authorized control level. See
“Business—Regulation—Risk-Based Capital (RBC) Requirements.”
Due to the continued growth in Fidelity Life’s sales of new insurance policies and the dividends to VHI ($0.0 million in 2020 and $5.0 million in
2019 to provide working capital), Fidelity Life’s statutory surplus has been declining. The accounting principles applicable to regulatory reporting require
that insurance companies expense all policy acquisition costs as incurred. Acquisition expenses attributable to Fidelity Life’s increasing new business
growth have resulted in net losses being reported for regulatory reporting purposes. Regulatory accounting principles allow limited recognition of the future
benefits of deferred tax assets. Accordingly, we recognize no income tax benefit that would offset our operating losses for regulatory reporting purposes.
Fidelity Life is also subject to the model regulation entitled “Valuation of Life Insurance Policies” commonly known as “Regulation XXX.” This
regulation requires life insurance companies that issue insurance policies with level premium guarantees to carry reserves that can greatly exceed the
amount that the insurance company believes is necessary to reflect its liability for future claims payments. Such reserves are sometimes referred to as “non-
economic reserves.” Many insurance companies use reinsurance, financing, formation of captive reinsurers and other reserve financing transactions to
reduce the regulatory capital needs under Regulation XXX. Generally, these solutions have only been available to carriers with much larger amounts of
affected liabilities than Fidelity Life. To mitigate the future impact on regulatory capital from Regulation XXX and help stabilize our regulatory capital
position in light of anticipated sales increases, we entered into a reserve financing agreement with Hannover Life effective July 1, 2013 that covered certain
products with policies written on or before September 30, 2012. This agreement was first amended and restated as of July 1, 2016 and a subsequent
amendment was filed with the Illinois Department of Insurance in November 2019 and approved by the Illinois Department of Insurance on December 23,
2019. The structure of the agreement, which was first effective July 1, 2013, involves a combination coinsurance with funds withheld and yearly
renewable term reinsurance covering most of the Company’s non-participating in-force life insurance business with issue dates on or before December 31,
2019. As of December 31, 2020, the reserve credit under this arrangement was approximately $181.4 million.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues
or expenses, results of operations, liquidity or capital expenditures.
Quantitative and Qualitative Information about Market Risk
We own a diversified portfolio of investments including cash, bonds, commercial mortgages, and common stock. Each of these investments is
subject, in varying degree, to market risk that can affect their return and their fair value. Bonds are the majority of our investments and include debt issues
of corporations, residential and commercial mortgage-backed securities or other asset-backed securities, U.S. Treasury securities, or obligations of U.S.
Government Sponsored Enterprises and are classified as fixed maturity investments in our financial statements. Our investment portfolios are subject to
market risks.
Market risk is the risk that we will incur losses due to adverse changes in market rates and prices on the fair value of the investment securities that
we own. We have exposure to market risk through our investment activities, including interest rate risk, credit risk, equity risk and foreign currency risk.
We have not and do not plan to enter into any derivative financial instruments for trading or speculative purposes.
42
Interest Rate Risk
Interest rate risk arises from the price sensitivity of investments to changes in interest rates. The changes in the fair value of our fixed maturity
investments are inversely related to changes in market interest rates. As market interest rates fall the fixed income streams of fixed maturity investments
held become more valuable and market values rise. As market interest rates rise, the opposite effect occurs. Interest rate risk can also arise if market rates
fall, which can result in lower interest spreads on our assumed annuity deposits, which are our primary interest rate sensitive liability.
We review the interest rate sensitivity of our available-for-sale fixed maturity securities by calculating the impact on the market value of our
holdings that would result from a hypothetical instantaneous shift in market interest rates across all maturities, which we consider to be reasonably
possible. The impact of such a parallel shift upward in the yield curve of 200 basis points would reduce the market value of our fixed maturity securities
portfolio by $52.0 million (14.3%) and $41.3 million (13.1%) as of December 31, 2020 and December 31, 2019, respectively. The estimated market value
changes assume all other factors are held constant and do not attempt to estimate any offsetting change in the value of our liabilities.
With regard to our assumed annuity deposits, we are subject to risk from contract-holder behavior resulting from changes in interest rates. The
assumed annuity contracts have virtually no surrender charges remaining that could be assessed against withdrawals. When market interest rates exceed the
amount that we are crediting on deposits, we are subject to higher contract-holder withdrawals or an increase in contract loans, both of which could force
the Company to sell assets prematurely and could lead to the realization of capital losses on such sales. As of December 31, 2020, we were crediting
interest at the minimum contract interest rate, which on a composite basis is approximately 3.9% annually. We manage our exposure to rising interest rates
through our ability to increase the contract crediting rate. Our ability to increase our crediting rate is constrained by our portfolio yield at the time of the
decision to increase rates. Increases in the contract crediting rates could reduce our income unless we are able to maintain a constant interest spread on our
assets.
Credit Risk
Credit risk is the risk of loss due to an adverse change in the financial condition of a specific debt issuer or, in the case of a securitized investment,
adverse change in the assets being securitized. We address credit risk by establishing minimum rating standards for investments that our portfolio managers
can acquire and, in the case of a downgrade, continue to hold the investment. For our core fixed maturity portfolio, which comprises a significant majority
of our invested assets, only investment grade securities (minimum credit rating for new investments is BBB- as established by Standard & Poor’s or a
comparable nationally recognized statistical rating organization) can be purchased and such portfolio managers must maintain an overall credit rating for
the portfolio of at least A-. Through our portfolio managers, we monitor the financial condition of all the issues of securities that we own. As an additional
step to reduce our exposure to credit risk, we have established diversification guidelines limiting the total amount of holding by issuer and by investment
sector.
Equity Market Risk
Equity market risk is the risk that we will incur economic losses due to adverse changes in equity prices. Adverse changes in equity prices can arise
from both the movements of broad markets based on investor behavior or other general economic factors and also from adverse changes in an individual
company’s stock price. We manage our equity market risk primarily by limiting our exposure to individual issuers and by maintaining liquid holdings such
that we are able to find a ready market should we want to lower our exposure to equity markets. Our individual stock holdings are managed by a specialty
manager with portfolio guidelines that include limits on industry exposures and the size of investments in individual issuers. At December 31, 2020 and
December 31, 2019, we had $3.8 million and $5.2 million of exposure to equity market risk in our Insurance Segment through holdings of individual equity
securities, respectively.
Recent Accounting Pronouncements
All applicable adopted accounting pronouncements have been reflected in our consolidated financial statements as of and for the years ended
December 31, 2020 and December 31, 2019.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and Item 10(f)(1) of Regulation S-
K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information required
by Item 305 of Regulation S-K.
43
Index to Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the Years ended December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2020 and 2019
Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the Years ended December 31, 2020 and 2019
Notes to the Consolidated Financial Statements
Schedule I – Summary of Investments Other Than Investments in Related Parties
Schedule II – Condensed Financial Information of Registrant (Parent Company) Statement of Operations
Schedule III – Supplementary Insurance Information
Schedule IV – Reinsurance
Schedule V – Valuation and Qualifying Accounts
44
45
46
47
48
49
50
51
77
81
82
76
80
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Vericity, Inc.
To the Board of Directors of Vericity, Inc.
To the Board of Directors of Vericity, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vericity, Inc. and subsidiaries (collectively, the "Company") as of December 31, 2020
and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the two years in
the period ended December 31, 2020, and the related notes and the supplemental schedules listed in the index at Item 8 (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 31, 2021
We have served as the Company’s auditor since 2005.
45
Vericity, Inc.
Consolidated Balance Sheets
(dollars in thousands)
December 31,
2020
December 31,
2019
Assets
Investments:
Fixed maturities – available-for-sale – at fair value (amortized cost; $328,263 and $294,402)
Equity securities – at fair value (cost; $6,530 and $6,350)
Short-term investments – at fair value (amortized cost; $0 and $29,742)
Mortgage loans (net of valuation allowances of $141 and $53)
Policyholder loans
Other invested assets
Total investments
$
Cash, cash equivalents and restricted cash
Accrued investment income
Reinsurance recoverables (net of allowances of $131 and $0)
Deferred policy acquisition costs
Commissions and agent balances (net of allowances of $749 and $545)
Intangible assets
Deferred income tax assets, net
Other assets
Total assets
Liabilities and Shareholders' Equity
Liabilities
Future policy benefits and claims
Policyholder account balances
Other policyholder liabilities
Policyholder dividend obligations
Reinsurance liabilities and payables
Long-term debt
Short-term debt
Other liabilities
Total liabilities
Commitments and Contingencies (Note 10)
Shareholders' Equity
Common stock, $.001 par value, 30,000,000 shares authorized, 14,875,000 shares, issued and
outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Total shareholders' equity
Total liabilities and shareholders' equity
$
See notes to consolidated financial statements.
46
363,851 $
3,848
—
50,427
6,414
273
424,813
36,242
2,633
158,015
87,212
19,526
1,635
10,926
27,762
768,764
381,563
83,869
37,789
13,282
6,696
24,933
5,545
19,854
573,531
—
15
39,840
138,777
16,601
195,233
768,764 $
314,921
5,231
29,757
51,835
6,040
104
407,888
37,842
2,780
132,870
85,776
11,270
1,635
9,440
32,281
721,782
335,766
87,517
25,063
11,453
15,382
16,601
3,999
13,584
509,365
—
15
39,840
163,805
8,757
212,417
721,782
Vericity, Inc.
Consolidated Statements of Operations
(dollars in thousands, except earnings per share)
Revenues
Net insurance premiums
Net investment income
Net realized investment (losses) gains
Other-than-temporary impairments
Earned commissions
Insurance lead sales
Other income
Total revenues
Benefits and expenses
Life, annuity, and health claim benefits
Interest credited to policyholder account balances
Operating costs and expenses
Amortization of deferred policy acquisition costs
Total benefits and expenses
(Loss) income from operations before income tax
Income tax (benefit) expense
Net (loss) income
Earnings per share for the periods
Weighted average shares outstanding, basic and diluted
Basic earnings per share
Diluted earnings per share
Year Ended
December 31,
2020
2019
108,042 $
14,121
(1,242)
(68)
21,811
4,958
209
147,831
77,692
3,118
80,363
13,961
175,134
(27,303)
(2,275)
(25,028) $
94,370
16,076
691
(41)
17,688
6,229
287
135,300
61,851
3,199
77,036
13,410
155,496
(20,196)
(872)
(19,324)
2020
2019 Pro Forma
14,875,000
(1.68) $
(1.68) $
14,875,000
(1.30)
(1.30)
$
$
$
$
The pro forma earnings per common share—basic and diluted—presented on the above Consolidated Statements of Operations is intended to depict the
impact of the Conversion because neither Vericity, Inc., nor the Predecessor, had, prior to the Conversion, any outstanding common shares. The above
table presents the pro forma net loss and weighted average common shares outstanding used in the computation of earnings per common share and
earnings per common share – assuming dilution.
See notes to consolidated financial statements.
47
Vericity, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(dollars in thousands)
Net (loss) income
Comprehensive income (loss), net of tax:
Net unrealized gains (losses) on investments
Total comprehensive income (loss)
Total comprehensive income (loss)
Year Ended
December 31,
2020
2019
$
(25,028) $
(19,324)
7,844
7,844
(17,184) $
11,125
11,125
(8,199)
$
See notes to consolidated financial statements.
48
Vericity, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
(dollars in thousands)
Common stock
Balance – beginning of period
Common stock issued
Balance – end of period
Additional paid-in capital
Balance – beginning of period
Proceeds net of offering costs
Return of capital
Balance – end of period
Retained earnings
Balance – beginning of period
Cumulative effect adjustment from changes in accounting guidance, net of tax
Balance after adjustments – beginning of period
Net (loss) income
Balance – end of period
Accumulated other comprehensive income (loss)
Balance – beginning of period
Other comprehensive income (loss) attributable to the Company
Balance – end of period
Total shareholders' equity
See notes to consolidated financial statements.
49
Year Ended
December 31,
2020
2019
$
$
$
$
$
$
$
$
$
15 $
—
15 $
39,840 $
—
—
39,840 $
163,805 $
—
163,805
(25,028)
138,777 $
8,757 $
7,844
16,601 $
195,233 $
—
15
15
—
132,809
(92,969)
39,840
174,558
8,571
183,129
(19,324)
163,805
(2,368)
11,125
8,757
212,417
Vericity, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
Cash flows from operating activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Year Ended
December 31,
2020
2019
$
(25,028) $
(19,324)
Depreciation and amortization and other non-cash items
Interest credited to policyholder account balances
Deferred income tax
Net realized investment (losses) gains
Other-than-temporary impairments
Interest expense
Change in:
Equity securities
Accrued investment income
Reinsurance recoverables
Deferred policy acquisition costs
Commissions and agent balances
Other assets
Insurance liabilities
Other liabilities
Net cash provided (used) by operating activities
Cash flows from investing activities
Sales, maturities and repayments of:
Fixed maturities
Short-term investments
Mortgage loans
Other invested assets
Purchases of:
Fixed maturities
Short-term investments
Mortgage loans
Other invested assets
Change in policyholder loans, net
Other investments, net
Net cash (used) provided by investing activities
Cash flows from financing activities
Proceeds from issuance of common stock in initial public offering, net of underwriting
commission and offering costs
Return of capital
Debt issued
Debt repaid
Deposits to policyholder account balances
Withdrawals from policyholder account balances
Net cash provided (used) by financing activities
Net increase (decrease) in cash and cash equivalents
Cash, cash equivalents and restricted cash – beginning of period
Cash, cash equivalents and restricted cash – end of period
$
Supplemental cash flow information
Non-cash transactions
Non-cash investing activities related to mergers and exchanges completed with fixed maturities and equity securities $
$
Cumulative effect adjustment from changes in accounting guidance, net of tax
$
Registration costs included in other assets at December 31, 2018
See notes to consolidated financial statements.
50
2,782
3,118
(3,575)
1,242
68
1,433
(494)
147
(25,145)
(1,436)
(8,284)
7,621
55,268
(2,414)
5,303
58,333
30,050
3,273
600
(92,082)
(250)
(1,847)
(611)
(374)
(5,846)
(8,754)
—
—
16,787
(8,343)
496
(7,089)
1,851
(1,600)
37,842
36,242 $
7,036 $
— $
— $
1,439
3,199
(1,732)
(691)
41
998
(394)
205
3,731
(1,209)
(836)
(8,924)
12,599
8,108
(2,790)
92,176
41,722
3,717
147
(82,253)
(71,001)
(4,508)
(38)
(417)
(5,160)
(25,615)
140,563
(92,969)
13,330
(7,093)
794
(9,362)
45,263
16,858
20,984
37,842
—
8,571
7,739
Vericity, Inc.
Notes to the Consolidated Financial Statements
(dollars in thousands)
Note 1—Summary of Significant Accounting Policies
Description of Business
Vericity, Inc. is a Delaware corporation organized to be the stock holding company for Members Mutual Holding Company (Members Mutual) and
its subsidiaries. On August 7, 2019, Vericity, Inc. completed the initial public offering of 14,875,000 shares of its common stock at a price of $10.00 per
share (the IPO). The IPO was conducted in connection with the conversion of Members Mutual from mutual to stock form and the acquisition by Vericity,
Inc. of all of the capital stock of Members Mutual following its conversion to stock form after its plan of conversion and amended and restated articles of
incorporation were approved at a special meeting of eligible members on August 6, 2019 (the Conversion). As a result of the Conversion, Vericity, Inc.
became the holding company for converted Members Mutual and its indirect subsidiaries, including Fidelity Life Association (Fidelity Life) and
Efinancial, LLC (Efinancial).
Vericity, Inc. operates as a holding company and currently has no other business operations. Fidelity Life is an Illinois domiciled life insurance
company that was founded in 1896. Fidelity Life markets life insurance products through independent and affiliated distributors and is licensed in the
District of Columbia and all states, except New York and Wyoming. Efinancial markets life and other products for non-affiliated insurance companies and
sells life products for Fidelity Life.
The accompanying consolidated financial statements present the accounts of Vericity, Inc. and subsidiaries at December 31, 2020 and December 31,
2019, and for the years ended December 31, 2020 and 2019.
Basis of Presentation
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
(GAAP). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Unconsolidated Variable Interest Entities
In the normal course of investing activities, the Company enters into relationships with variable interest entities (VIEs), as an investor in limited
partnership interests and asset-backed securities. The Company is not the primary beneficiary of these VIEs, and therefore does not consolidate them. The
Company determines whether it is the primary beneficiary of a VIE based on a qualitative assessment of the relative power and benefits of the Company
and the other participants in the VIE. The Company’s maximum exposure to loss with respect to these investments is limited to the investment carrying
values included in the Company’s Consolidated Balance Sheets and any unfunded commitments.
Fixed Maturities and Equity Securities
Fixed maturities classified as available-for-sale are reported at fair value. Changes in fair value are reported as unrealized gains or losses as
discussed below. Fixed maturities include bonds, residential mortgage-backed securities, commercial mortgage-backed securities and asset-backed
securities. Equity securities are reported at fair value with changes in fair value included in net investment gains (losses). Equity securities include common
stock.
Fair value is based on quoted market prices, when available. When quoted market prices are not available, fair value is estimated by discounting
fixed maturity securities cash flows to reflect interest rates currently being offered on similar terms to borrowers of similar credit quality, by quoted market
prices of comparable instruments, and by independent pricing sources. See Note 11 for further discussion on inputs and assumptions used to estimate fair
value.
Unrealized gains and losses on available-for-sale fixed maturity securities are reported as a component of accumulated other comprehensive income
(AOCI), net of applicable deferred income taxes.
51
The amortized cost of fixed maturity securities is determined based on cost, adjustments for previously recorded other-than-temporary impairment
(OTTI) losses, and the cumulative effect of amortization of premiums and accretion of discounts using the effective interest method. Such amortization and
accretion are included in net investment income on the Consolidated Statements of Operations. For mortgage-backed and asset-backed securities, the
Company considers estimates of future prepayments in the calculation of the effective yield used to apply the interest method. If a difference arises between
the anticipated prepayments and the actual prepayments, the Company recalculates the effective yield based on actual prepayments and the currently
anticipated future prepayments. The amortized costs of such securities are adjusted to the amount that would have resulted had the recalculated effective
yields been applied since the acquisition of the securities with a corresponding charge or credit to net investment income. Interest income on lower rated
asset-backed securities is determined using the prospective yield method. Prepayment estimates are based on the structural elements of specific securities,
interest rates, and generally recognized prepayment speed indices.
For OTTI losses on fixed maturity securities, credit losses are recognized in earnings and losses resulting from factors other than credit of the issuer
are recognized in other comprehensive income. See “Note 2–Investments” for further information on factors reviewed to assess OTTIs.
Mortgage Loans
Mortgage loans are held on commercial real estate and are stated at the aggregate unpaid principal balances, net of any write-downs and valuation
allowances. The Company identifies loans for evaluation of impairment primarily based on the collection experience of each loan. Mortgage loans are
considered impaired when, based on current information and events, it is probable that the Company will be unable to collect principal or interest amounts
according to the contractual terms of the loan agreement. Impairment is measured on a loan-by-loan basis based on the present value of expected future
cash flows discounted at the loan’s effective interest rate or the fair value of the collateral. Impairments are included in net realized investment gains
(losses) in the Consolidated Statements of Operations.
Interest income from mortgage loans is recognized on an accrual basis using the effective yield method. Accrual of income is generally suspended
for mortgage loans that are in default or when full and timely collection of principal and interest payments is not probable.
Short-Term Investments
Short-term investments include highly liquid securities and other investments with remaining maturities of one year or less, but greater than three
months from the date of purchase. Securities included within short-term investments are classified as available-for-sale and are reported at fair value.
Changes in fair value are reported as unrealized gains or losses and are a component of AOCI, net of applicable deferred income taxes. Fair value is based
on quoted market prices, when available. When quoted market prices are not available, fair value is estimated by discounting fixed maturity securities cash
flows to reflect interest rates currently being offered on similar terms to borrowers of similar credit quality, by quoted market prices of comparable
instruments, and by independent pricing sources. See “Note 11–Assets and Liabilities Measured at Fair Value” for further discussion on inputs and
assumptions used to estimate fair value.
Policyholder Loans
Policyholder loans are carried at the aggregate of the unpaid balance. Interest income on such loans is recorded as earned in net investment income
using the contractually agreed-upon interest rate.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on hand, amounts due from banks and highly liquid investments that are both readily convertible into known
amounts of cash and have maturities of three months or less at the time of acquisition such that they present insignificant risk of changes in value due to
changing interest rates and lack of credit exposure. The carrying value of these securities approximates their fair value.
52
Reinsurance
The Company enters into reinsurance agreements to diversify risk and limit its overall financial exposure. Although these reinsurance agreements
contractually obligate the reinsurers to reimburse the Company, they do not discharge the Company from its primary liability and obligation to
policyholders. Risk transfer criteria are reviewed for each reinsurance contract to determine if the contract will be accounted for as reinsurance or under the
deposit method of accounting.
The Company estimates the amount of uncollectible reinsurance recoverables based on periodic evaluations of balances due from reinsurers,
reinsurer solvency, and management’s experience. Changes in the estimated amounts for uncollectible reinsurance recoverables are presented as a
component of life, annuity, and health claim benefits in the Consolidated Statements of Operations. Amounts owed by reinsurers are considered past due
based on the terms of the reinsurance contract. Reinsurance recoverables and any related allowance are written off after collection efforts have been
exhausted or a negotiated settlement is reached with the reinsurer.
Deferred Policy Acquisition Costs (DAC)
Incremental direct costs of acquiring new business, principally commissions on sales, underwriting, policy issuance and processing, and medical
inspection costs, are deferred for successfully placed contracts. DAC for the life insurance business is amortized over the life of the business; for traditional
life products, the DAC is amortized as a level percentage of gross premiums; for universal life (UL) products, the DAC is amortized as a level percentage
based on estimated gross profits (EGPs). DAC for the assumed block of deferred annuities is amortized over 20 years. For UL and the deferred annuities,
amortization amounts are adjusted when revisions are made to the estimates of current or future EGPs. DAC balances are evaluated periodically to assess
whether there are sufficient gross margins or gross profits to recover the remaining unamortized balances.
Intangible Assets
Intangible assets with definite lives are amortized over their expected useful lives using a method that best reflects the pattern in which the economic
benefits of the intangible assets will be consumed or on a straight line basis ranging from four to ten years.
Interim impairment testing may be performed when events or changes in circumstances indicate that the carrying amount of the intangible assets
may not be recoverable. Intangible assets are tested for impairment based on undiscounted cash flows, which requires the use of estimates and judgment,
and, if impaired, are written down to fair value based on discounted cash flows. For years ended December 31, 2020 and December 31, 2019, we have not
recorded an impairment of intangible assets.
Future Policy Benefits, Policyholder Account Balances, and Other Policyholder Liabilities
Future policy benefits represent the reserve for traditional life insurance policies and annuities in payout status. Reserves for traditional life
insurance policies are computed using the net level premium method on the basis of actuarial assumptions at the issue date of the contracts, including
mortality, policy lapse assumptions, and rates of interest. The reserves for annuities in payout status (structured settlements) represent the present value of
assumed future payments based on contract terms for the future payouts and can include assumptions for mortality. To the extent that unrealized gains on
available-for-sale fixed maturity securities would result in a premium deficiency had those gains actually been realized, an increase in reserves for certain
immediate annuities with life contingencies is recorded net of tax as an increase (decrease) of unrealized capital gains included in AOCI. For years ended
December 31, 2020 and 2019, this adjustment, net of tax, was $2,787 and $1,960, respectively.
A premium deficiency exists if the discounted present value of future gross premiums is not sufficient to cover anticipated future cash outflows. To
assess the adequacy of our benefit reserves, we annually perform premium deficiency testing for each of our lines of business using best estimate
assumptions as of the date of the test without provision for adverse deviation. If benefit reserves minus the DAC asset are less than the present value of
future cash flows on the line of business, then first the DAC asset will be reduced. If reducing the DAC asset down to zero is still not sufficient to eliminate
the premium deficiency, then benefit reserves will be increased. Recognizing a premium deficiency will reduce our reported net income or increase our
reported loss, for the period.
In connection with our premium deficiency testing on our most significant business lines, we performed sensitivity analyses on our Core Life, Non-
Core Life, Closed Block, and annuities and assumed life business lines to capture the effect that certain key assumptions have on expected future cash
flows, and the impact of those assumptions on the adequacy of DAC balances and GAAP benefit reserves. The sensitivity tests are performed
independently, without consideration for any correlation among the key assumptions.
Policyholder account balances include the liability for assumed deferred annuity and universal life contracts and the liabilities for policyholder
dividends and death benefits on life insurance contracts that have been left on deposit with the Company. These liabilities represent the account value of the
policyholder as there are no other benefits due. This liability is equal to the balance that accrues to the benefit of the policyholder, which includes the
accumulation of deposits, plus interest credited, less withdrawals.
53
Other policyholder liabilities include the amounts estimated for claims that have been reported but not settled and estimates for claims incurred but
not reported.
Long and Short-Term Debt
Debt represents upfront commission payments received on certain term life products that are to be repaid as level commissions over the life of the
underlying policies issued. The debt liability is accounted for under the interest method, which requires the imputation of interest resulting in the
recognition of a discount as the difference between the cash payments received and the level commissions expected to be repaid based on current policy
lapse assumptions. Under the interest method, the discount is amortized as interest expense over the period that level commissions are repaid resulting in a
constant rate of interest when applied to the amount outstanding at the beginning of any given period. The amount to be repaid as level commissions are
dependent on the level of expected policy lapses assumed for the underlying commissions financed; therefore, the debt liability may be adjusted in periods
where revisions to policy lapse assumptions are made, which may result in the recognition of a gain or loss.
Income Taxes
The current receivable for federal income tax is recognized based on the estimated amounts to be reflected on the filed tax returns. Federal income
tax expense or benefit is recognized based on amounts reported in the consolidated financial statements and using the applicable current federal income tax
rate. Income taxes are allocated to operations and other comprehensive (loss) income based on the source of the taxable event. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effects of changes in tax rates or laws are recognized in the period
that includes the enactment date. If necessary, a valuation allowance is established to reduce the carrying amount of deferred tax assets to amounts that are
more likely than not to be realized. See “Note 4 – Income Taxes” for further detail.
Revenue Recognition
Life and health insurance contract premiums are recognized as income when due from policyholders. Deposits on deposit-type contracts are entered
directly as a liability when cash is received.
Commission revenue from the sale of insurance products by Efinancial is recognized once the insurance policy is issued by the insurance company
and accepted by the customer (policy placement) and recorded as commission receivable, net of any advances received. Provision is made for commission
revenue that, based on experience, will ultimately not be earned due to the customer discontinuing the underlying insurance policy. Commission revenue
that Efinancial earns from the sale of insurance products where Efinancial acts as the general agent (wholesale distribution) is recorded net of related
commission expense paid to the writing agency.
Our primary revenue-generating arrangements that are within the scope of Accounting Standards Codification (ASC) 606 are our brokerage
arrangements with third-parties. In these arrangements, our customer is the insurance carrier and we have a single performance obligation to place a policy
for the insurance carrier. Our performance obligation is satisfied at the point in time when the policy is placed, which is the point in time when the customer
obtains control over the policy and has the right to use and obtain the benefits from the policy. In these arrangements, depending on the number of years the
policy is in force, a significant majority of our consideration is received in the first year. In addition to the first-year consideration, depending on the
specific carrier and product involved, we may also be entitled to renewal commissions over the period of time the policy remains in force. Our
consideration is variable based on the amount of time we estimate a policy will remain in force. We estimate the amount of variable consideration that we
expect to receive based on our historical experience or carrier experience to the extent available, industry data and our expectations as to future persistency
rates. Additionally, we consider application of the constraint and only recognize the amount of variable consideration that we believe is probable to be
received and will not be subject to a significant revenue reversal. We monitor and update this estimate at each reporting date.
Because we recognize revenue prior to being entitled to the payment for these renewal commissions, we recognize a contract asset; however, we
have determined that the amount of our contract asset is immaterial. Additionally, because our brokerage arrangements consist of a single performance
obligation that is satisfied at the point in time that policies are placed, we do not have any remaining performance obligations in our contracts with
customers. We have evaluated our arrangements and concluded that none of our brokerage arrangements include a significant financing component, and
therefore do not adjust revenue for the time value of money. We have determined that any contract costs (e.g., costs to obtain or costs to fulfill) related to
our brokerage arrangements are immaterial.
54
Our Chief Operating Decision Maker makes decisions by analyzing our segment information, which is included in Note 14. For internal decision-
making purposes and external reporting purposes, we do not disaggregate revenue beyond our segment information and believe that any further
disaggregation is immaterial.
Insurance lead sales include the sale of potential life insurance customer leads to outside parties including agencies and unaffiliated insurers. Sales
of leads are recorded at the time the lead data is transferred to the customer and recorded as a receivable, net of allowance for returns.
Net Investment Income and Net Realized Investment Gains (Losses)
Net investment income consists primarily of interest and dividends. Interest is recognized on an accrual basis and reflects amortization of premiums
and accretion of discounts on an effective yield basis, based on expected cash flows. Dividends are recorded on the ex-dividend date. Net realized
investment gains (losses), resulting from sales or calls of investments and representing the difference between the net proceeds and the carrying value of
investments sold, are determined on a specific identification basis. Net realized investment gains (losses) are also recognized when declines in the fair value
of invested assets are considered to be other-than-temporary. Changes in value reported for investments accounted for using the equity method of
accounting are classified within net realized investment gains (losses).
Policyholder Dividend Obligations
Dividends payable to policyholders are determined annually based on the experience of the Closed Block policies and are payable only upon
declaration by the Board of Directors of Fidelity Life. At December 31, 2020 and 2019, a provision has been made for dividends expected to be paid in the
following calendar year of $1,180 and $1,194, respectively. The provision is recorded in other policyholder liabilities in the consolidated balance sheets.
The Company also establishes a policyholder dividend obligation when cumulative actual earnings of the Closed Block are in excess of the
cumulative expected earnings that were determined at the inception of the Closed Block. See “Note 8 – Closed Block” for further discussion.
Accounting Standards Adopted
On January 1, 2020, the Company adopted Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure
Framework—Changes to the Disclosure Requirements for Fair Value Measurement, to improve the effectiveness of disclosures in the Notes to the
Consolidated Financial Statements included in this Form 10-K.
Accounting Standards Pending Adoption
Pursuant to the Jumpstart Our Business Startups Act (“JOBS Act”), an emerging growth company is provided the option to adopt new or revised
accounting standards that may be issued by the Financial Accounting Standards Board (FASB) or the SEC either (i) within the same periods as those
otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. The Company has elected to use the
extended transition period for complying with any new or revised financial accounting standards. Accordingly, the information contained herein may be
different than the information you receive from other public companies. We also intend to continue to take advantage of some of the reduced regulatory and
reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation
and golden parachute payments.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. The guidance is effective for interim and annual
periods beginning on or after January 1, 2022. The new guidance requires a lessee to recognize “right-of-use” assets and liabilities for leases with lease
terms of more than 12 months including those historically accounted for as operating leases. The effect of the new guidance will be an increase for the
present value of remaining lease payments for leases in place at the adoption date in assets and liabilities. This is not expected to have a material impact to
the Company’s results of operations or financial position, based on the magnitude of our current two operating leases.
In June 2016, the FASB issued new guidance on measurement of credit losses on financial instruments, ASU No. 2016-13, Financial Instruments—
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments). The guidance is effective for interim and annual periods beginning on
or after January 1, 2023. For substantially all financial assets, the ASU should be applied on a modified retrospective basis through a cumulative effect
adjustment to Retained earnings. For previously impaired debt
55
securities and certain debt securities acquired with evidence of credit quality deterioration since origination, the new guidance should be applied
prospectively. This ASU replaces the incurred loss impairment methodology with one that reflects expected credit losses. The measurement of expected
credit losses should be based on historical loss information, current conditions, and reasonable and supportable forecasts. The new guidance requires that
OTTI on a debt security will be recognized as an allowance going forward, such that improvements in expected future cash flows after an impairment will
no longer be reflected as a prospective yield adjustment through net investment income, but rather a reversal of the previous impairment and recognized
through net realized investment gains (losses). The guidance also requires enhanced disclosures. The Company has assessed the asset classes impacted by
the new guidance and is currently assessing the accounting and reporting system changes that will be required to comply with the new guidance. The
Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-12, Targeted Improvements to the Accounting for Long-Duration Insurance Contracts (Topic 944).
The guidance is effective for interim and annual periods beginning on or after January 1, 2024. The FASB issue amends the accounting model under GAAP
for certain long-duration insurance contracts and requires insurers to provide additional disclosures in annual and interim reporting periods. The
amendments are aimed at improving the following four key areas of financial reporting, measurement of the liability for future policy benefits related to
nonparticipating traditional and limited-payment contracts, measurement and presentation of market risk benefits, amortization of deferred acquisition costs
(DAC), and presentation and disclosures. The Company expects the impact to be material and is in the process of quantifying the impact of this standard. In
November 2020, the FASB issued ASU 2020-11—Financial Services—Insurance (Topic 944): Effective Date and Early Application. This ASU was issued
to provide additional time for implementation of ASU 2018-12 by deferring the effective date by one year. This update is effective for fiscal years
beginning after January 1, 2025 and interim periods within fiscal years beginning after January 1, 2026.
In August 2018, the FASB issued new guidance on implementation costs in a cloud computing arrangement that is a service contract, ASU No.
2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement That Is a Service Contract (Subtopic 350-40). The guidance is effective for interim and annual periods beginning on or after January 1, 2021.
The new guidance can be applied either prospectively to eligible costs incurred on or after the guidance is first applied, or retrospectively to all periods
presented. The new guidance requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance
to determine which implementation costs to capitalize as assets. The Company is in the process of evaluating the impact of this standard.
In August 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other
Costs, which clarifies that an entity should re-evaluate whether a callable debt security is within the scope of ASU 2017-08, Receivables—Nonrefundable
Fees and Other Costs, paragraph 310-20-35-33 for each reporting period. For public business entities, the amendments in this update are effective for
fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments in this update are
effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The amendments
in this ASU are to be applied on a prospective basis, as of the beginning of the period of adoption for existing or newly purchased callable debt securities.
The Company is in the process of evaluating the impact of this standard.
Note 2—Investments
The Company continuously monitors its investment strategies and individual holdings with consideration of current and projected market
conditions, the composition of the Company’s liabilities, projected liquidity and capital investment needs, and compliance with investment policies and
state regulatory guidelines.
56
Fixed Maturities
The amortized cost, gross unrealized gains, gross unrealized losses, fair value, and OTTI loss included in AOCI of fixed maturities are as follows:
Fixed Maturities
U.S. government and agencies
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Foreign government
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Fixed Maturities
U.S. government and agencies
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Foreign government
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Amortized
Cost
Unrealized
Gain
December 31, 2020
Unrealized
Loss
Fair
Value
OTTI
Losses
11,386 $
21,015
57,646
143,242
131
6,060
18,567
70,216
328,263 $
2,886 $
1,461
3,798
26,069
45
388
1,503
605
36,755 $
— $
—
(15)
(258)
—
(27)
(53)
(814)
(1,167) $
14,272 $
22,476
61,429
169,053
176
6,421
20,017
70,007
363,851 $
—
—
—
—
—
(151)
—
(260)
(411)
Amortized
Cost
Unrealized
Gain
December 31, 2019
Unrealized
Loss
Fair
Value
OTTI
Losses
14,195 $
38,542
23,246
132,108
131
8,820
18,685
58,675
294,402 $
1,907 $
1,044
1,561
15,311
40
421
681
306
21,271 $
— $
(52)
(64)
(280)
—
(26)
(31)
(299)
(752) $
16,102 $
39,534
24,743
147,139
171
9,215
19,335
58,682
314,921 $
—
—
—
—
—
(306)
—
—
(306)
$
$
$
$
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or
prepayment penalties. Maturities of mortgage-backed and asset-backed securities may be substantially shorter than their contractual maturity because they
may require monthly principal installments and such loans may prepay principal. The amortized cost and fair value of fixed maturities by contractual
maturity, are presented in the following table:
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Securities not due at a single maturity date—primarily
mortgage and asset-backed securities
Total fixed maturities
December 31, 2020
Amortized
Cost
Fair
Value
$
9,296 $
42,301
41,115
119,693
115,858
328,263 $
$
9,371
46,085
45,997
143,477
118,921
363,851
Fixed maturities with a carrying value of $3,852 and $3,398 were on deposit with governmental authorities, as required by law at December 31,
2020 and 2019, respectively.
The Company’s fixed maturities portfolio was primarily composed of investment grade securities, defined as a security having a rating of Aaa, Aa,
A, or Baa from Moody’s, AAA, AA, A, or BBB from S&P or NAIC rating of NAIC 1 or NAIC 2. Investment grade securities comprised 97.9% and 98.1%
of the Company’s total fixed maturities portfolio at December 31, 2020 and 2019, respectively.
At December 31, 2020 and December 31, 2019, the Company had commitments to make investments in fixed maturity securities in the amount of
$3,027 and $0, respectively.
57
Short-Term Investments
The Company owned $0 and $29,757 of short-term investments as of December 31, 2020 and December 31, 2019, respectively.
Mortgage Loans
The Company makes investments in commercial mortgage loans. The Company, along with other investors, owns a pro rata share of each loan. The
Company participates in 33 such investment instruments with ownership shares ranging from 0.6% to 30.0% of the trust at December 31, 2020. The
Company owns a share of 293 mortgage loans with a loan average balance of $173 and a maximum exposure related to any single loan of $555. Mortgage
loan holdings are diversified by geography and property type as follows:
Property Type:
Retail
Office
Industrial
Mixed use
Apartments
Medical office
Other
Gross carrying value of mortgage loans
Valuation allowance
Net carrying value of mortgage loans
U.S. Region:
West South Central
East North Central
South Atlantic
West North Central
Mountain
Middle Atlantic
East South Central
New England
Pacific
Gross carrying value of mortgage loans
Valuation allowance
Net carrying value of mortgage loans
December 31, 2020
December 31, 2019
Gross
Carrying
Value
% of Total
Gross
Carrying
Value
% of Total
16,252
12,493
8,095
6,014
3,439
3,119
1,156
50,568
(141)
50,427
32.1% $
24.7%
16.0%
11.9%
6.8%
6.2%
2.3%
100.0%
$
16,892
12,160
8,517
6,240
3,713
3,163
1,203
51,888
(53)
51,835
32.6%
23.4%
16.4%
12.0%
7.2%
6.1%
2.3%
100.0%
December 31, 2020
December 31, 2019
Gross
Carrying
Value
% of Total
Gross
Carrying
Value
% of Total
11,780
12,105
10,908
3,981
4,404
2,824
3,060
91
1,415
50,568
(141)
50,427
23.3% $
23.9%
21.6%
7.9%
8.7%
5.6%
6.1%
0.2%
2.8%
100.0%
$
12,498
12,080
11,637
4,241
4,153
2,831
3,133
110
1,205
51,888
(53)
51,835
24.1%
23.3%
22.4%
8.2%
8.0%
5.5%
6.0%
0.2%
2.3%
100.0%
$
$
$
$
During the years ended December 31, 2020 and 2019, $1,847 and $4,508 of new mortgage loans were purchased, respectively, which did not
include second lien mortgage loans. There were no taxes, assessments, or any amounts advanced that were not included in the mortgage loan balances at
December 31, 2020 and 2019. At December 31, 2020 and 2019, the Company had 6 and 5 mortgage loans with a total carrying value of $1,408 and $528
that were in a restructured status, respectively. There were no impairments for mortgage loans in 2020 and 2019.
The changes in the valuation allowance for commercial mortgage loans were as follows:
Beginning balance
Net increase (decrease) in valuation allowance
Ending balance
58
Year Ended
December 31,
2020
Year Ended
December 31,
2019
$
$
53 $
88
141 $
236
(183)
53
At December 31, 2020 and 2019, the Company had no mortgage loans that were on nonaccrual status.
At December 31, 2020 and 2019, the Company had a commitment to make investments in mortgage loans in the amount of $1,299 and $359,
respectively.
Net Investment Income
The sources of net investment income are as follows:
Interest from:
Fixed maturities
Policyholder loans
Mortgage loans
Short-term investments
Cash, cash equivalents and restricted cash
Dividends on equity securities
Gross investment income
Investment expenses
Net investment income
Year Ended December 31,
2020
2019
$
$
12,163 $
337
2,498
58
234
378
15,668
(1,547)
14,121 $
12,977
373
2,714
441
646
409
17,560
(1,484)
16,076
Investment expenses include investment management fees, some of which include incentives based on market performance, custodial fees and
internal costs for investment-related activities.
Net Realized Investment Gains (Losses)
The sources of realized investment (losses) gains are as follows:
Investment (losses) gains from:
Fixed maturities
Equity securities
Mortgage loans
Other invested assets
Cash, cash equivalents and restricted cash
Investment expenses
Total net realized investment (losses) gains
Year Ended December 31,
2019
2020
$
$
490 $
(1,876)
18
158
(8)
(24)
(1,242) $
487
14
214
(4)
21
(41)
691
Other-Than-Temporary Impairment
The Company regularly reviews its investments portfolio for factors that may indicate that a decline in the fair value of an investment is other-than-
temporary. A fixed maturity security is other-than-temporarily impaired if the fair value of the security is less than its amortized cost basis and the
Company either intends to sell the fixed maturity security or it is more likely than not the Company will be required to sell the fixed maturity security
before recovery of its amortized cost basis. For all other securities in an unrealized loss position in which the Company does not expect to recover the entire
amortized cost basis, the security is deemed to be other-than-temporarily impaired for credit reasons.
Significant judgment is required in the determination of whether an OTTI loss has occurred for a security. The Company has developed a consistent
methodology and has identified significant inputs for determining whether an OTTI loss has occurred. Some of the factors considered in evaluating
whether a decline in fair value is other-than-temporary are the financial condition and prospects of the issuer, payment status, the probability of collecting
scheduled principal and interest payments when due, credit ratings of the securities, and the duration and severity of the decline.
The credit loss component of a fixed maturity security impairment is calculated as the difference between amortized cost and the present value of
the expected cash flows of the security. The present value is determined using the best estimate of cash flows discounted at the effective rate implicit to the
security at the date of purchase or prior impairment. The methodology and assumptions
59
for estimating the cash flows vary depending on the type of security. For mortgage-backed and asset-backed securities, cash flow estimates, including
prepayment assumptions, are based on data from widely accepted third-party sources or internal estimates. In addition to prepayment assumptions, cash
flow estimates vary based on assumptions regarding the underlying collateral characteristics, expectations of delinquency and default rates, and structural
support, including subordination and guarantees. If the present value of the modeled expected cash flows equals or exceeds the amortized cost of a security,
no credit loss exists and the security is considered to be temporarily impaired. If the present value of the expected cash flows is less than amortized cost, the
security is determined to be other-than-temporarily impaired for credit reasons and is recognized as an OTTI loss in earnings. The non-credit component,
determined as the difference between the adjusted amortized cost basis and fair value, is recognized as OTTI in other comprehensive (loss) income.
A rollforward of the cumulative credit losses on fixed maturity securities is as follows:
Beginning balance of credit losses on fixed maturities
Additional credit losses for which an OTTI was not previously
recognized
Reduction of credit losses related to securities sold during period
Ending balance of credit losses on fixed maturities
Year Ended December 31,
2019
2020
$
869 $
68
(104)
833 $
$
828
41
—
869
Unrealized Losses for Fixed Maturities
The Company’s fair value and gross unrealized losses for fixed maturities, aggregated by investment category and length of time that individual
securities have been in a continuous gross unrealized loss position are as follows:
December 31, 2020
Fixed Maturities
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
December 31, 2019
Fixed Maturities
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Less than 12 months
12 months or longer
Total
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
17 $
2,320
5,177
480
1,028
34,859
43,881 $
— $
(15)
(256)
(10)
(46)
(607)
(934) $
12 $
—
254
140
73
11,247
11,726 $
— $
—
(2)
(17)
(7)
(207)
(233) $
29 $
2,320
5,431
620
1,101
46,106
55,607 $
—
(15)
(258)
(27)
(53)
(814)
(1,167)
Less than 12 months
12 months or longer
Total
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
2,719 $
3,061
6,799
2,811
3,125
27,893
46,408 $
(28) $
(64)
(151)
(16)
(31)
(196)
(486) $
2,157 $
—
1,613
161
—
1,997
5,928 $
(24) $
—
(129)
(10)
—
(104)
(267) $
4,876 $
3,061
8,412
2,972
3,125
29,890
52,336 $
(52)
(64)
(280)
(26)
(31)
(300)
(753)
$
$
$
$
The indicated gross unrealized losses in all fixed maturity categories were $1,167 and $753 at December 31, 2020 and 2019, respectively. Based on
the Company’s current evaluation of its fixed maturities in an unrealized loss position in accordance with our impairment policy and the Company’s current
intentions regarding these securities, the Company concluded that these securities were not other-than-temporarily impaired.
Information and concentrations related to fixed maturities in an unrealized loss position are included below. The tables below include the number of
fixed maturities in an unrealized loss position for greater than and less than 12 months and the percentage that were investment grade at December 31,
2020.
60
Fixed Maturities
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Fixed Maturities
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Total
Total
2
5
18
4
5
63
97
1
—
2
2
1
19
25
Unrealized Losses less than 12 months
Number of Securities
Impairment
is Between
10% and
20% of
Amortized
Cost
Impairment is
Less than
10% of
Amortized
Cost
Impairment is
Greater than
20% of
Amortized Cost
2
5
15
4
4
62
92
—
—
3
—
1
1
5
—
—
—
—
—
—
—
Unrealized Losses greater than 12 months
Number of Securities
Impairment
is Between
10% and
20% of
Amortized
Cost
Impairment is
Less than
10% of
Amortized
Cost
Impairment is
Greater than
20% of
Amortized Cost
1
—
2
1
1
19
24
—
—
—
1
—
—
1
—
—
—
—
—
—
—
Percent
Investment
Grade
100%
100%
67%
100%
80%
78%
Percent
Investment
Grade
100%
0%
0%
0%
100%
95%
Note 3—Deferred Policy Acquisition Costs
Policy acquisition costs deferred primarily consist of commissions on sales, policy underwriting and issuance costs, and variable sales and
marketing costs. Annually, the Company reviews the assumptions and experience underlying the expected gross margins for policies accounted for as
investment contracts, which may or may not result in the recognition of unlocking adjustments.
The deferred policy acquisition costs and changes are as follows:
Beginning balance
Acquisition costs deferred
Amortization of deferred policy acquisition costs
Ending balance
December 31,
2020
December 31,
2019
$
$
85,776 $
15,397
(13,961)
87,212 $
84,567
14,619
(13,410)
85,776
Note 4—Income Taxes
Provided below are income taxes based on the difference between the expected tax provision, applying the statutory tax rate (21%) to the actual tax
provision.
61
(Loss) income before income taxes
Statutory rate
Income tax (benefit) expense at statutory rate
Effect of:
Year Ended
December 31,
$
2020
2019
(27,303) $
21%
(5,734)
(20,196)
21%
(4,241)
Return to provision adjustments
Increase (decrease) in the valuation allowance related to return to
provision adjustments
Increase (decrease) in the valuation allowance related to current
period
Increase (decrease) in the valuation allowance
Other
Income tax (benefit) expense
$
2,409
(2,308)
3,317
1,009
41
(2,275) $
—
—
4,172
4,172
(803)
(872)
$
$
$
The components of income tax (benefit) expense are as follows:
Income tax applicable to:
Current
Deferred (net of increase in allowance: 2020—$1,009,
2019—$4,172)
Ending balance
The components of the net deferred income tax assets are as follows:
Deferred tax assets:
Net operating loss carryforward attributable to non-life companies
Reinsurance assets
Policyholder dividend obligations
Policyholder dividends
Commission receivable, net
Incentive compensation
Other
Total deferred tax assets
Valuation allowance
Total deferred income tax assets
Deferred tax liabilities:
Life insurance reserves
Deferred policy acquisition costs
Net unrealized investment gains
Intangible assets
Basis difference—investments
Fixed assets
Other
Total deferred tax liabilities
Deferred income tax assets, net
$
62
Year Ended
December 31,
2020
2019
1,300 $
860
(3,575)
(2,275) $
(1,732)
(872)
Year Ended
December 31,
2020
2019
18,131 $
48,898
2,789
248
7,879
211
638
78,794
(16,665)
62,129
30,588
9,183
6,910
344
358
3,451
369
51,203
10,926 $
17,345
51,567
2,405
251
6,314
103
229
78,214
(15,656)
62,558
37,034
10,063
4,078
344
350
1,089
160
53,118
9,440
The Company maintains a valuation allowance against the net deferred tax assets of the companies included in the non-life sub-group because
management believes that it is more likely than not that the deferred tax assets will not be recognized based on the current history of tax losses for the non-
life sub-group. Certain net operating loss carryforwards will expire between 2025 and 2037, whereas others have an unlimited carryforward.
On December 22, 2017, the Tax Cut and Jobs Act Bill “H.R.1” was enacted, which, among other things, allows Net Operating Losses (NOLs) to be
carried forward indefinitely; therefore, NOLs generated after December 31, 2017 are reflected in the table below under the caption no expiration. Internal
Revenue Code Section 382 (“Section 382”) limits how much of a loss carryforward existing as of the date of an ownership change that can be used to offset
annual taxable income subsequent to the change of ownership. As a result of the IPO and Section 382, the Company will be restricted in its ability to utilize
loss carryforwards. The annual limit is estimated to be approximately $3.1 million. In 2020, no NOLs expired and there was a return to provision
adjustment related to NOLs of $8.2 million. These expiring NOLs have no impact on the Company’s results due to a full valuation allowance on these
NOLs.
The Company’s net operating loss carryforwards are as follows:
Year net operating loss expires
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
No expiration
Total
Life
Sub-Group
Non-Life
Sub-Group
Total
$
$
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
1,229 $
5,249
5,057
3,061
1,708
8,121
5,361
2,539
1,099
13,527
5,311
5,267
4,266
24,542
86,337
$
1,229
5,249
5,057
3,061
1,708
8,121
5,361
2,539
1,099
13,527
5,311
5,267
4,266
24,542
86,337
The Company has no unrecognized tax benefits for the years ended December 31, 2020 and 2019 and the Company does not expect the
unrecognized tax benefits to increase in the next 12 months. The Company records penalties and interest related to unrecognized tax benefits within income
tax expense.
The Company filed a consolidated federal income tax return for the period January 1, 2019 through August 7, 2019. Subsequent to the completion
of the IPO, the Company filed separate Life and Non-life tax returns for periods beginning after August 7, 2019.
Note 5—Policy Liabilities
Future Policy Benefits and Claims
Future policy benefits and claims represent the reserve for direct and assumed traditional life insurance policies and annuities in payout status.
The annuities in payout status are certain structured settlement contracts. The policy liability for structured settlement contracts of $21,489 and
$18,474 at December 31, 2020 and 2019, respectively, is computed as the present value of contractually-specified future benefits. The amount included in
the policy liability for structured settlements that are life contingent at December 31, 2020 and 2019, is $17,084 and $13,637, respectively.
To the extent that unrealized gains on fixed maturity securities would result in a premium deficiency had those gains actually been realized, a
premium deficiency reserve is recorded. A liability of $8,010 and $4,482 is included as part of the liability for structured settlements with respect to this
deficiency at December 31, 2020 and 2019, respectively. The offset to this liability is recorded as a reduction of the unrealized capital gains included in
AOCI.
63
Participating life insurance in force was 11.6% and 15.9% of the face value of total life insurance in force at December 31, 2020 and 2019,
respectively.
Note 6—Reinsurance
The Company uses reinsurance to mitigate exposure to potential losses, provide additional capacity for growth, and provide greater diversity of
business. For ceded reinsurance, the Company remains liable to the extent that reinsuring companies may not be able to meet their obligations under the
reinsurance agreements. To manage the risk from failure of a reinsurer to meet its obligations, the Company periodically evaluates the financial condition
of all of its reinsurers. No amounts have been recorded in 2020 and 2019 for amounts anticipated to be uncollectible or for the anticipated failure of a
reinsurer to meet its obligations under the contracts.
Reinsurance recoverables are as follows:
Ceded future policy benefits
Claims and other amounts recoverable
Ending balance
The reconciliation of direct premiums to net premiums is as follows:
Direct premiums
Assumed premiums
Ceded premiums
Net insurance premiums
At December 31,
2020
2019
$
$
128,456 $
29,559
158,015 $
113,591
19,279
132,870
Year Ended
December 31,
2020
2019
$
$
146,293 $
35,779
(74,030)
108,042 $
155,340
25,536
(86,506)
94,370
Net policy charges on universal life products were $172 and $165 for the year ended December 31, 2020 and 2019, respectively, and are included in
other income.
At December 31, 2020 and 2019, reserves related to fixed-rate annuity deposits assumed from a former affiliate company amounted to
approximately $74,918 and $78,296, respectively, and are included with policyholder account balances in the Consolidated Balance Sheets.
Note 7—Retirement and Executive Compensation Plans
The Company sponsors a defined contribution 401(k) plan covering substantially all employees. For the years ended December 31, 2020 and 2019,
the Company’s expenses were $599 and $554, respectively. These expenses were recorded as part of Operating costs and expenses in the Consolidated
Statements of Operations.
After completion of the IPO, unvested outstanding awards from the Company’s long-term incentive plan (LTIP), which covered certain members of
management and the Company’s Board of Directors, became fully vested. In the third quarter of 2019, all LTIP related liabilities were paid to eligible
participants and the plan was terminated.
Note 8—Closed Block
The Closed Block was formed at 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 the inception of the Closed Block. The additional funding was designed to
protect the block against future experience, and if the funding is not required for that purpose, 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 (IDOI).
In October 2011, the IDOI approved a reversion of a portion of the initial funding that the Company had determined was not required to fund the
Closed Block. The carrying value of the assets transferred from the Closed Block on October 31, 2011, the date of transfer, was $4,397.
64
The assets and liabilities within the Closed Block are included in the Company’s consolidated financial statements on the same basis as other
accounts of the Company. The maximum future earnings and accumulated other comprehensive income 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 liabilities
over Closed Block assets. Included in Closed Block assets are $10,170 and $9,861 at December 31, 2020 and 2019, 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 actuarial
calculation. The actuarial calculation 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 actuarial calculation 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. The review of Closed Block experience
also includes consideration of whether policyholder dividend obligations should be recorded to reflect favorable Closed Block experience that has not yet
been reflected in the dividend scales. At December 31, 2020 and 2019, the Company recognized policyholder dividend obligations of $13,282 and $11,453,
respectively, resulting from the excess of actual cumulative earnings over the expected cumulative earnings and from accumulated net unrealized
investment gains that have arisen subsequent to the establishment of the Closed Block.
The impacts on the Company’s comprehensive (loss) income from recognizing policyholder dividend obligations are as follows:
Actual cumulative (loss) income earnings over expected
cumulative earnings
Income tax (benefit) expense
Net (loss) income impact
Accumulated net unrealized investment (losses) gains
Income tax (benefit) expense
Other comprehensive (loss) income impact
Comprehensive (loss) income impact
65
Year Ended
December 31,
2020
2019
$
$
(9,284) $
(1,950)
(7,334)
(3,998)
(839)
(3,159)
(10,493) $
(9,049)
(1,900)
(7,149)
(2,404)
(504)
(1,900)
(9,049)
Information regarding the Closed Block liabilities (assets) designated to the Closed Block is as follows:
Closed Block Liabilities
Future policy benefits and claims
Policyholder account balances
Other policyholder liabilities
Policyholder dividend obligations
Other liabilities (assets)
Total Closed Block liabilities
Assets Designated to the Closed Block
Investments:
Fixed maturities – available-for-sale – at fair value (amortized cost
$37,364 and $33,455, respectively)
Policyholder loans
Total investments
Cash and cash equivalents
Premiums due and uncollected
Accrued investment income
Reinsurance recoverables
Deferred income tax assets, net
Total assets designated to the Closed Block
Excess of Closed Block assets over liabilities
Amounts included in accumulated other comprehensive
income:
Unrealized investment gains (losses), net of income tax
Allocated to policyholder dividend obligations, net of income
tax
Total amounts included in accumulated other
comprehensive income
Maximum future earnings and accumulated other
comprehensive income to be recognized from
Closed Block assets and liabilities (includes
excess assets of $10,170 and $9,861, respectively)
$
Year Ended
December 31,
2020
2019
38,110 $
7,272
6,360
13,282
(619)
64,405
43,738
1,245
44,983
2,614
1,029
427
22,689
3,130
74,872
10,467
39,704
7,608
4,630
11,453
8,778
72,173
37,483
1,249
38,732
7,025
9,625
432
23,447
3,557
82,818
10,645
5,035
3,182
(3,159)
(1,900)
1,876
1,282
$
(8,591) $
(9,363)
Information regarding the policyholder dividend obligations is as follows:
Beginning balance
Impact from earnings allocable to policyholder dividend obligations
Change in net unrealized investment (losses) gains allocated to
policyholder dividend obligations
Ending balance
$
$
11,453 $
235
1,594
13,282 $
9,383
381
1,689
11,453
December 31,
2020
December 31,
2019
66
Information regarding the Closed Block revenues and expenses is as follows:
Revenues
Net insurance premiums
Net investment income
Net realized investment gains
Total revenues
Benefits and expenses
Life and annuity benefits—including policyholder
dividends of $1,161 and $1,097, respectively
Interest credited to policyholder account balances
Operating costs and expenses
Total expenses
Revenues, net of expenses before provision for income tax
expense
Income tax (benefit) expense
Revenues, net of expenses and provision for income tax
expense
$
Year Ended December 31,
2019
2020
7,792 $
1,630
38
9,460
7,268
184
2,986
10,438
(978)
(205)
749
1,561
161
2,471
1,445
194
(3,482)
(1,843)
4,314
906
$
(773) $
3,408
The Company charges the Closed Block with federal income taxes and state and local premium taxes, policy maintenance costs and investment
management expenses relating to the Closed Block, as provided in the Closed Block Memorandum.
The following table presents the amortized cost and fair value of the Closed Block fixed maturity securities portfolio by contractual maturity at
December 31, 2020. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties:
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Securities not due at a single maturity date—primarily
mortgage and asset-backed securities
Total fixed maturities
At December 31, 2020
Amortized
Cost
Fair
Value
$
$
1,252 $
9,726
2,146
21,270
2,970
37,364 $
1,257
10,593
2,788
26,104
2,996
43,738
Note 9—Regulatory Matters
Minimum Capital and Surplus Requirements
Fidelity Life is required to comply with the provisions of state insurance statutes in the jurisdictions in which it does business. These statutes include
minimum capital and surplus requirements. At December 31, 2020, Fidelity Life exceeded the minimum capital and surplus level of $2,000 required by
Illinois, its state of domicile.
Risk-Based Capital Requirements
The NAIC established a standard for assessing the solvency of insurance companies using a formula for determining each insurer’s risk-based
capital (RBC). At December 31, 2020, the RBC of the Company’s insurance subsidiary, Fidelity Life, exceeded the levels at which certain regulatory
corrective actions would be initiated.
Dividend Limitations
The maximum amount of dividends that can be paid by Illinois life insurance companies to shareholders without 30 days prior notice to the Director
of the IDOI is the greater of (i) statutory net income for the preceding year or (ii) 10% of statutory surplus as of the preceding year-end. However, under
State of Illinois insurance statutes, dividends may be paid only from surplus, excluding unrealized appreciation in value of investments without prior
approval. All dividends paid by Fidelity Life must be reported to the IDOI prior to payment.
67
Fidelity Life declared and paid dividends in the amount of $0 and $5,000 during the twelve months ended December 31, 2020 and 2019,
respectively.
In connection with the approval of the Conversion by the Director, the Company agreed, for a period of twenty-four months following the completion of
the Conversion, to (i) seek the prior approval of the IDOI for any declaration of an ordinary dividend by Fidelity Life, and (ii) either maintain $20 million of the
proceeds of the IPO at Vericity, Inc. or use all or a portion of that $20 million to fund Company operations.
Statutory Accounting Practices
Fidelity Life prepares their statutory-basis financial statements in conformity with accounting practices prescribed or permitted by the IDOI. The
IDOI requires that insurance companies domiciled in Illinois prepare their statutory-basis financial statements in accordance with the NAIC’s Accounting
Practices and Procedures Manual, as modified by the IDOI. In addition, the IDOI has the right to permit other specific practices that may deviate from
prescribed practices.
Statutory Financial Information
The statutory capital and surplus and net income for Fidelity Life, as determined in accordance with statutory accounting practices prescribed or
permitted by the IDOI, at December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019, are as follows:
Statutory capital and surplus
Fidelity Life
Statutory net income
Fidelity Life
Note 10—Commitments and Contingencies
Leases
At December 31,
2020
2019
$
112,316 $
114,676
Year Ended December 31,
2019
2020
$
6,206 $
7,594
Minimum future operating lease payments, including lease payments for real estate, vehicles, computers and office equipment at December 31,
2020, are as follows:
Year
2021
2022
2023
2024
2025
Total
$
$
1,180
1,374
746
362
48
3,710
Lease expense for the years ended December 31, 2020 and 2019 was $1,771 and $1,544, respectively.
Litigation
The Company is subject to legal and regulatory actions in the ordinary course of its business. Management does not believe such litigation will have
a material impact on the Company’s financial statements. The Company establishes accruals for litigation and regulatory matters when it is probable that a
loss has been incurred and the amount of that loss can be reasonably estimated. For litigation and regulatory matters where a loss may be reasonably
possible but not probable or, is probable but not reasonably able to be estimated, no accrual is established, but the matter, if material, is disclosed. The
Company is not aware of any material legal or regulatory matters threatened or pending against the Company.
68
Debt
The Company is a member of the FHLBC. As a member, the Company is able to borrow on a collateralized basis from FHLBC which can be used
as an alternative source of liquidity. FHLBC membership requires the Company to own member stock. At December 31, 2020, the Company held $115 of
FHLBC common stock, which allows the Company to borrow up to $2,558. Interest on borrowed funds is charged at variable rates established from time to
time by FHLBC and depending on the borrowing option selected at the time of the borrowing. No amounts have been borrowed from the FHLBC as of
December 31, 2020 and 2019.
Note 11—Assets and Liabilities Measured at Fair Value
Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The Company attempts to establish fair value as an exit price consistent with transactions taking place under normal
market conventions. The Company utilizes market observable information to the extent possible and seeks to obtain quoted market prices for all securities.
If quoted market prices in active markets are not available, the Company uses a number of methodologies to establish fair value estimates including
discounted cash flow models, prices from recently executed transactions of similar securities, or broker/dealer quotes.
Fair values for the Company’s fixed maturities and equity securities are determined by management, utilizing prices obtained from third-party
pricing services. Management reviews on an ongoing basis the reasonableness of the methodologies used by the pricing services to ensure prices received
represent a reasonable estimate of fair value and to confirm representations regarding whether inputs are observable or unobservable. The main procedure
the Company employs in fulfillment of this objective includes back-testing transactions, where past fair value estimates are compared to actual transactions
executed in the market on similar dates.
The Company’s assets and liabilities have been classified into a three-level hierarchy based on the priority of the inputs to the respective valuation
technique. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and
liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a
liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include
inputs that are both observable (Level 1 and Level 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:
Level 1 – Unadjusted quoted prices for identical assets in active markets the Company can access. Level 1 assets include securities that are traded in
an active exchange market.
Level 2 – This level includes fixed maturities priced principally by independent pricing services using observable inputs other than Level 1 prices,
such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments on inactive markets; and model-derived
valuations for which all significant inputs are observable market data. Level 2 instruments include most corporate debt securities and U.S. government and
agency mortgage-backed securities that are valued by models using inputs that are derived principally from or corroborated by observable market data.
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 instruments include less
liquid assets for which significant inputs are unobservable in the market, such as structured securities with complex features that require significant
management assumptions or estimation in the fair value measurement.
This hierarchy requires the use of observable market data when available.
Certain assets and liabilities are not carried at fair value on a recurring basis, including investments such as mortgage loans, intangible assets, future
policy benefits excluding term life reserves and policyholder account balances. Accordingly, such investments are only included in the fair value hierarchy
disclosure when the investment is subject to re-measurement at fair value after initial recognition (for example, when there is evidence of impairment) and
the resulting re-measurement is reflected in the consolidated financial statements at the reporting date.
69
Recurring and Non-Recurring Fair Value Measurements
The Company’s assets and liabilities that are carried at fair value on a recurring and non-recurring basis, by fair value hierarchy level, are as follows:
December 31, 2020
Recurring fair value measurements
Financial instruments recorded as assets:
Fixed maturities
U.S. government and agencies
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Foreign government
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Short-term investments
Equity securities
Total recurring assets
December 31, 2019
Recurring fair value measurements
Financial instruments recorded as assets:
Fixed maturities
U.S. government and agencies
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Foreign government
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Short-term investments
Equity securities
Total recurring assets
Level 1
Level 2
Level 3
Total Fair
Value
— $
—
—
2,685
—
—
—
—
2,685
—
3,833
6,518 $
14,272 $
22,476
60,908
157,935
176
6,421
20,017
68,706
350,911
—
15
350,926 $
— $
—
521
8,433
—
—
—
1,301
10,255
—
10,255 $
14,272
22,476
61,429
169,053
176
6,421
20,017
70,007
363,851
—
3,848
367,699
Level 1
Level 2
Level 3
Total Fair
Value
— $
—
—
1,870
—
—
—
—
1,870
29,757
5,231
36,858 $
16,102 $
39,535
24,743
145,268
171
9,215
19,335
57,467
311,836
—
—
311,836 $
— $
—
—
—
—
—
—
1,215
1,215
—
—
1,215 $
16,102
39,535
24,743
147,138
171
9,215
19,335
58,682
314,921
29,757
5,231
349,909
$
$
$
$
Summary of Significant Valuation Techniques for Assets and Liabilities on a Recurring Basis
Level 1 securities include principally exchange-traded funds that are valued based on quoted market prices for identical assets.
All the fair values of the Company’s fixed maturities and equity securities within Level 2 are based on prices obtained from independent pricing
services. All of the Company’s prices for each security are generally sourced from multiple pricing vendors, and a vendor hierarchy is maintained by asset
type and region of the world, based on historical pricing experience and vendor expertise. The Company ultimately uses the price from the pricing service
highest in the vendor hierarchy based on the respective asset type and region. For fixed maturities that do not trade on a daily basis, the pricing services
prepare estimates of fair value measurements using their pricing applications which incorporate a variety of inputs including, but not limited to, benchmark
yields, reported trades, broker/dealer quotes, issuer spreads, and U.S. Treasury curves. Specifically, for asset-backed securities, key inputs include
prepayment and default projections based on past performance of the underlying collateral and current market data. Securities with validated quotes from
pricing services are reflected within Level 2 of the fair value hierarchy, as they generally are based on observable pricing for similar assets or other market
significant observable inputs.
70
Level 3 fair value classification consists of investments in structured placement securities where the fair value of the security is determined by a
pricing service using internal pricing models where one or more of the significant inputs is unobservable in the marketplace, or there is a single
broker/dealer quote. The fair value of a broker-quoted asset is based solely on the receipt of an updated quote from a single market maker or a broker-dealer
recognized as a market participant. The Company does not adjust broker quotes when used as the fair value measurement for an asset. Other Level 3 fair
value classifications include securities where the fair value is determined by using the net asset value (NAV). The NAV of a security is calculated by taking
the entity’s assets minus the total value of its liabilities to determine the fair value. At December 31, 2020, the Company held five securities utilizing
internal model pricing, three securities utilizing a single broker quote and two securities utilizing their net asset value (NAV) that was within Level 3. The
fair value of Level 3 liabilities is estimated on the discounted cash flows of contractual payments.
If the Company believes the pricing information received from third-party pricing services is not reflective of market activity or other inputs
observable in the market, the Company may challenge the price through a formal process with the pricing service. Historically, the Company has not
challenged or updated the prices provided by third-party pricing services. However, any such updates by a pricing service to be more consistent with the
presented market observations, or any adjustments made by the Company to prices provided by third-party pricing services would be reflected in the
balance sheet for the current period.
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is
categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. Thus, a Level 3 fair value measurement may
include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3). Net transfers into and/or out of Level 3 are reported as having occurred
at the beginning of the period and are based on observable inputs received from pricing sources; therefore, all net realized and unrealized gains and losses
on these securities for the period are reflected in the table that follows. A summary of changes in fair value of Level 3 assets held at fair value on a
recurring basis is as follows:
Balance at
January 1,
2019
Total gains (losses) included in:
Net
Income
(loss)
OCI
Purchases
Sales
Settlements
Net
Transfers
Balance at
December 31,
2020
Financial Assets
State and political subdivisions
Corporate and miscellaneous
Asset-backed
Total assets
Financial Assets
Corporate and miscellaneous
Asset-backed
Total assets
$
$
— $
—
1,215
1,215 $
— $
42
—
42 $
21 $
120
(34)
107 $
500 $
8,271
292
9,063 $
— $
—
—
— $
— $
—
(172)
(172) $
— $
—
—
— $
521
8,433
1,301
10,255
Total gains (losses) included in:
Balance at
January 1,
2018
Net
Income
(loss)
OCI
Purchases
Sales
Settlements
Net
Transfers
Balance at
December 31,
2019
$ 12,773 $
922
$ 13,695 $
— $
—
— $
— $
3
3 $
— $
1,875
1,875 $
— $ (12,773) $
— $
—
—
— $ (1,585) $ (12,773) $
(1,585)
—
1,215
1,215
There were no transfers between levels in 2020. In 2019, there were 29 transfers from Level 3 to Level 2.
Financial Instruments not Measured at Fair Value
The carrying amount and estimated fair values of the Company’s financial instruments that are not measured at fair value on the Consolidated
Balance Sheets are as follows:
December 31, 2020
Financial instruments recorded as assets:
Mortgage loans
Policyholder loans
Financial instruments recorded as liabilities:
Future policy benefits, excluding term life reserves
Long/short-term debt
Policyholder account balances
Carrying
Value
Level 1
Level 2
Level 3
Total
Estimated Fair Value
$
$
50,427 $
6,414
24,495 $
30,478
83,869
71
— $
—
— $
—
—
— $
—
— $
—
—
46,816 $
8,335
20,454 $
37,033
92,190
46,816
8,335
20,454
37,033
92,190
December 31, 2019
Financial instruments recorded as assets:
Mortgage loans
Policyholder loans
Short-term investments
Financial instruments recorded as liabilities:
Future policy benefits, excluding term life reserves
Long/short-term debt
Policyholder account balances
Carrying
Value
Level 1
Level 2
Level 3
Total
Estimated Fair Value
$
$
51,835 $
6,040
29,757
21,290 $
20,600
87,517
— $
—
29,757
— $
—
—
— $
—
—
— $
—
—
47,567 $
7,926
—
19,070 $
23,060
89,896
47,567
7,926
29,757
19,070
23,060
89,896
The following methods and assumptions were used to estimate the fair value of these financial assets and liabilities.
Mortgage Loans—Fair value was based on the discounted value of future cash flows for all first mortgage loans adjusted for specific loan risk. The
discount rate was based on the rate that would be offered for similar loans at the reporting date. Fair value excludes $2,675 and $3,193 of second and
mezzanine mortgages carried at cost which fair value is not measurable at December 31, 2020 and 2019, respectively.
Policyholder Loans—Fair value of policyholder loans are estimated using discounted cash flows using risk-free interest rates with no adjustment
for borrower credit risk as these loans are fully collateralized by the cash value of the underlying insurance policy.
Future Policy Benefits and Policyholder Account Balances—For deposit liabilities with interest rate guarantees greater than one year or with
defined maturities, the fair value was estimated by calculating an average present value of expected cash flows over a broad range of interest rate scenarios
using the current market risk-free interest rates adjusted for spreads required for publicly traded bonds issued by comparably rated insurers. For deposit
liabilities with interest rate guarantees of less than one year, the fair value was based on the amount payable on demand at the reporting date.
Long and Short-Term Debt—Fair value was calculated using the discounted value of future cash flows method. The discount rate was based on
the rate that is commensurable to the level of risk. The carrying amounts reported on the Consolidated Balance Sheets has been divided into short and long-
term based upon expected maturity dates.
Note 12—Long and Short-Term Debt
The Company originally entered into a financing arrangement with an external party in January 2018, from which the Company receives an
advanced commission-based payment for certain Insurance Segment term policies sold through the Agency Segment, in exchange for a level commission
that is paid by the Company over the period the policy remains in-force. The Company’s arrangement with the external party allows us to finance up to
$30 million of commission. At December 31, 2020 and December 31, 2019, we had a net advance of $27,533 and $19,089, respectively, under this
arrangement. At December 31, 2020, the Company expects to pay back the aggregate amounts as presented in the following table.
Due in one year or less
Due after one year through two years
Due after two years through three years
Due after three years through four years
Due after four years through five years
Due after five years
Less discount
Total long/short-term debt
72
$
$
5,545
3,852
3,541
3,318
3,147
24,597
(13,522)
30,478
Note 13—Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated Other Comprehensive (Loss) Income, net of taxes are as follows:
Balance at January 1, 2020
Other comprehensive income (loss)
Income tax benefit (expense)
Other comprehensive income (loss), net of tax
Balance at December 31, 2020
Balance at January 1, 2019
Other comprehensive income (loss)
Income tax benefit (expense)
Other comprehensive income (loss), net of tax
Balance at December 31, 2019
Net
Unrealized
Gains
(Losses) on
Investments
with OTTI
Losses
Net
Unrealized
(Losses)
Gains on
Other
Investments
362 $
—
—
—
362 $
8,395 $
9,933
(2,089)
7,844
16,239 $
Net
Unrealized
Gains
(Losses) on
Investments
with OTTI
Losses
Net
Unrealized
(Losses)
Gains on
Other
Investments
362 $
—
—
—
362 $
(2,730) $
14,080
(2,955)
11,125
8,395 $
$
$
$
$
Total
8,757
9,933
(2,089)
7,844
16,601
Total
(2,368)
14,080
(2,955)
11,125
8,757
Note 14—Business Segments
The Company’s current operations were organized into three reportable segments: Insurance, Agency, and Corporate.
The Insurance Segment is composed of three broad lines consisting of Direct Life, Closed Block, and Assumed Life and Annuities. Direct Life and
the Closed Block are distinct operations; the assumed business and the small amount of structured settlements are all blocks in run-off from a prior
management arrangement.
The Agency Segment includes the insurance distribution operations of the Company and includes commission revenue from the sale of Fidelity Life
products.
The Corporate Segment includes certain expenses that are corporate expenses or that will benefit the overall organization and are not allocated to a
segment.
All intercompany accounts and transactions have been eliminated in consolidation, including any profit or loss from the sale of Insurance Segment
products through the Agency Segment.
73
The segment results are as follows:
Year Ended December 31, 2020
Net insurance premiums
Net investment income
Net realized investment (losses) gains
Other-than-temporary impairments
Earned commissions from external customers
Intersegment earned commissions
Other income
Total revenues
Life, annuity, and health claim benefits and interest credited to
policyholder account balances
Operating costs and expenses
Amortization of deferred policy acquisition costs
Total benefits and expenses
(Loss) income before income tax
Year Ended December 31, 2019
Net insurance premiums
Net investment income
Net realized investment (losses) gains
Other-than-temporary impairments
Earned commissions from external customers
Intersegment earned commissions
Other income
Total revenues
Life, annuity, and health claim benefits and interest credited to
policyholder account balances
Operating costs and expenses
Amortization of deferred policy acquisition costs
Total benefits and expenses
(Loss) income before income tax
December 31, 2020
Investments and cash
Commissions and agent balances
Deferred policy acquisition costs
Intangible assets
Reinsurance recoverables
Deferred income tax (liabilities) assets, net
Other
Total assets
December 31, 2019
Investments and cash
Commissions and agent balances
Deferred policy acquisition costs
Intangible assets
Reinsurance recoverables
Deferred income tax (liabilities) assets, net
Other
Total assets
Insurance
Agency
Corporate
Eliminations
108,042 $
13,925
(1,370)
(68)
—
—
209
120,738
80,810
31,608
16,667
129,085
(8,347) $
— $
—
—
—
21,811
21,613
4,958
48,382
—
49,248
—
49,248
(866) $
— $
409
128
—
—
—
—
537
—
11,359
—
11,359
(10,822) $
— $
(213)
—
—
—
(21,613)
—
(21,826)
—
(11,852)
(2,706)
(14,558)
(7,268) $
Insurance
Agency
Corporate
Eliminations
94,370 $
15,278
645
(41)
—
—
254
110,506
65,050
28,358
18,253
111,661
(1,155) $
— $
—
—
—
17,688
21,671
6,262
45,621
—
52,710
—
52,710
(7,089) $
— $
1,166
46
—
—
—
—
1,212
—
9,197
—
9,197
(7,985) $
— $
(368)
—
—
—
(21,671)
—
(22,039)
—
(13,229)
(4,843)
(18,072)
(3,967) $
$
$
$
$
Total
Consolidated
108,042
14,121
(1,242)
(68)
21,811
—
5,167
147,831
80,810
80,363
13,961
175,134
(27,303)
Total
Consolidated
94,370
16,076
691
(41)
17,688
—
6,516
135,300
65,050
77,036
13,410
155,496
(20,196)
Insurance
Agency
Corporate
Total
436,757 $
(12,231)
87,212
—
158,015
(7,351)
23,845
686,247 $
3,469 $
31,651
—
1,635
—
—
2,909
39,664 $
20,829 $
106
—
—
—
18,277
3,641
42,853 $
461,055
19,526
87,212
1,635
158,015
10,926
30,395
768,764
Insurance
Agency
Corporate
Total
412,329 $
(13,775)
85,776
—
132,870
(8,235)
31,029
639,994 $
1,170 $
25,045
—
1,635
—
—
3,393
31,243 $
32,231 $
—
—
—
—
17,675
639
50,545 $
445,730
11,270
85,776
1,635
132,870
9,440
35,061
721,782
$
$
$
$
The Company’s investment in equity method investees and the related equity income is attributable to the Corporate Segment.
74
All the Company’s significant revenues and long-lived assets are located in the United States, which is the Company’s country of domicile.
Note 15 – Quarterly Financial Information
As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and Item 10(f)(1) of Regulation S-
K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore is not required to provide the information required
by Item 503(c) of Regulation S-K.
Note 16—Subsequent Events
Management has evaluated subsequent events up to and including March 31, 2021, the date these Consolidated Financial Statements were issued
and determined there were no reportable subsequent events.
75
Vericity, Inc.
Schedule I
Summary of Investments Other Than Investments in Related Parties
As of December 31, 2020
(dollars in thousands)
Type of Investment
Fixed maturities
U.S. government and agencies
U.S. agency mortgage-backed
State and political subdivisions
Corporate and miscellaneous
Foreign government
Residential mortgage-backed
Commercial mortgage-backed
Asset-backed
Total fixed maturities
Equity securities
Mortgage loans
Policyholder loans
Other invested assets
Total investments
Cost
Value
Balance Sheet
$
$
11,386 $
21,015
57,646
143,242
131
6,060
18,567
70,216
328,263
6,530
50,427
6,414
273
391,907 $
14,272 $
22,476
61,429
169,053
176
6,421
20,017
70,007
363,851
3,848
50,427
6,414
273
424,813 $
14,272
22,476
61,429
169,053
176
6,421
20,017
70,007
363,851
3,848
50,427
6,414
273
424,813
76
Vericity, Inc.
Schedule II
Condensed Financial Information of Registrant (Parent Company) Statement of Operations
As of and for the Years Ended December 31, 2020 and 2019
(dollars in thousands)
For the Years Ended December 31,
Revenues
Net investment income and realized gains
Total revenues
Expenses
Operating costs and expenses
Total expenses
Income (loss) before income taxes
Income tax (benefit) expense
Net income (loss) before equity in net loss of subsidiary
Equity in net (loss) of subsidiary
Net (loss) income
Other comprehensive income (loss)
Equity in other comprehensive income of subsidiary
Total comprehensive (loss) income
2020
2019
$
$
385 $
385
11,343
11,343
(10,958)
(762)
(10,196)
(14,832)
(25,028)
15
7,829
(17,184) $
872
872
4,029
4,029
(3,157)
(181)
(2,976)
(16,348)
(19,324)
15
11,110
(8,199)
See notes to consolidated financial statements.
77
Vericity, Inc.
Schedule II (Continued)
Condensed Financial Information of Registrant Statement of Financial Position
(dollars in thousands)
As of December 31,
Assets
Investment in subsidiaries
Fixed maturities – available-for-sale – at fair value (amortized cost; $4,863 and $0)
Other invested assets
Short-term investments
Cash, cash equivalents and restricted cash
Accrued investment income
Inter-company receivables
Current income tax receivable
Other assets
Total assets
Liabilities and Shareholders' Equity
Liabilities
Other liabilities
Total liabilities
Shareholders' Equity
Common stock, $.001 par value, 30,000,000 shares authorized, 14,875,000 shares, issued and
outstanding
Additional paid-in capital
Retained earnings
Other comprehensive (loss) income
Total shareholders' equity
Total liabilities and shareholders' equity
2020
2019
$
$
168,549 $
4,863
135
—
15,750
1
6,067
943
862
197,170
1,937
1,937
15
39,840
138,777
16,601
195,233
197,170 $
175,522
—
—
29,757
2,320
12
4,718
181
—
212,510
93
93
15
39,840
163,805
8,757
212,417
212,510
See notes to consolidated financial statements.
78
Vericity, Inc.
Schedule II (Continued)
Condensed Financial Information of Registrant Statement of Cash Flows
(dollars in thousands)
For the Years Ended December 31,
Cash flows from operating activities
Net (loss) income
Adjustments to reconcile net income to net cash provided (used) by operations:
Equity in earnings of subsidiaries
Net realized investment (losses) gains
Accretion of bond discount
Change in:
Due to subsidiaries
Accrued investment income
Other liabilities
Other assets
Income tax
Net cash used by operating activities
Cash flows from investing activities
Purchases of short-term investments
Purchases of fixed maturities
Purchases of other invested assets
Sales of short-term investments
Net cash flows provided (used) by investing activities
Cash flows from financing activities
Proceeds from issuance of common stock in initial public offering, net of underwriting commission and
offering costs
Return of capital
Net cash flows provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash, cash equivalents and restricted cash - beginning of period
Cash, cash equivalents and restricted cash - end of period
$
See notes to consolidated financial statements.
79
2020
2019
$
(25,028) $
(19,324)
14,832
(128)
(58)
(1,349)
11
1,843
(862)
(762)
(11,501)
—
(4,734)
(135)
29,800
24,931
—
—
—
13,430
2,320
15,750 $
16,348
—
(441)
(14,822)
(12)
93
—
(181)
(18,339)
(29,300)
—
—
—
(29,300)
142,928
(92,969)
49,959
2,320
—
2,320
Vericity, Inc.
Schedule III
Supplementary Insurance Information
As of and for the Years Ended December 31, 2020 and 2019
(dollars in thousands)
Segment
2020
Insurance
Agency
Corporate
Eliminations
Total
2019
Insurance
Agency
Corporate
Eliminations
Total
Deferred
Policy
Acquisition
Costs
Future
Policy
Benefits
Losses and
Expenses
Other
Policy
Claims and
Benefits
Payable
Net
Insurance
Premiums
Net
Investment
Income
Benefits,
Claims,
Losses and
Settlement
Expenses
Amortization
of DAC
Other
Operating
Expenses
$
$
$
87,212 $
—
—
—
87,212 $
381,563 $
—
—
—
381,563 $
134,940 $
—
—
—
134,940 $
108,042 $
—
—
—
108,042 $
85,776 $
—
—
—
335,766 $
—
—
—
124,033 $
—
—
—
94,370 $
—
—
—
13,925 $
—
409
(213)
14,121 $
15,278 $
—
1,166
(368)
80,810 $
—
—
—
80,810 $
65,050 $
—
—
—
$
85,776 $
335,766 $
124,033 $
94,370 $
16,076 $
65,050 $
16,667 $
—
—
(2,706)
13,961 $
18,253 $
—
—
(4,843)
13,410 $
31,608
49,248
11,359
(11,852)
80,363
28,358
52,710
9,197
(13,229)
77,036
80
Vericity, Inc.
Schedule IV
Reinsurance
As of and for the Years Ended December 31, 2020 and 2019
(dollars in thousands)
2020
Life insurance face amount in-force (millions)
Premiums
Life insurance
Accident and health
Total premiums
2019
Life insurance face amount in-force (millions)
Premiums
Life insurance
Accident and health
Total premiums
Gross
Amount
Ceded to
Other
Companies
Assumed
From
Other
Companies
Net
Amount
Percentage
of Amount
Assumed
to Net
$
$
$
$
$
$
32,343 $
32,094 $
2,928 $
3,177
92.2%
145,597 $
696
146,293 $
73,855 $
175
74,030 $
35,779 $
—
35,779 $
107,521
521
108,042
33.3%
0.0%
33.1%
29,943 $
30,986 $
2,388 $
1,345
177.5%
154,547 $
793
155,340 $
86,311 $
195
86,506 $
25,536 $
—
25,536 $
93,772
598
94,370
27.2%
0.0%
27.1%
81
Vericity, Inc.
Schedule V
Valuation and Qualifying Accounts
For the Years Ended December 31, 2020 and 2019
(dollars in thousands)
2020
Allowance for losses on commercial mortgage loans
Allowance for uncollectible receivables
Valuation allowance on deferred tax assets
Total
2019
Allowance for losses on commercial mortgage loans
Allowance for uncollectible receivables
Valuation allowance on deferred tax assets
Total
Additions
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Other
Deductions
Balance at
End of
Period
$
$
$
$
53 $
545
15,656
16,254 $
236 $
562
11,484
12,282 $
— $
335
1,009
1,344 $
— $
—
4,172
4,172 $
88 $
—
—
88 $
— $
—
—
— $
— $
—
—
— $
183 $
17
—
200 $
141
880
16,665
17,686
53
545
15,656
16,254
82
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Under the supervision and
with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal
executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance
that material information required to be disclosed in our reports filed with or submitted to the SEC under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the Securities Exchange Act and made known to management, including the
principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or any attestation report
of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) or 15d-15(d) of the Exchange Act)
during the fourth quarter of 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable
83
Item 10. Directors, Executive Officers and Corporate Governance.
The table below provides information of our directors and executive officers as of March 30, 2021.
PART III
Name
Eric Rahe
Neil Ashe
Calvin Dong
Richard A. Hemmings
Scott Perry
James W. Schacht
James E. Hohmann
John Buchanan
Chris Campbell
David R. Drollette
James C. Harkensee
Chris S. Kim
Laura R. Zimmerman
Directors
Age
52
53
33
74
58
78
65
50
50
38
62
49
62
Position
Director and Chairman
Director
Director
Director
Director
Director
Chief Executive Officer, President and Director
Executive Vice President, General Counsel and Corporate Secretary
Executive Vice President of Vericity, President and Chief Operating Officer of Efinancial
Executive Vice President, Chief Data Officer & Chief Technology Officer
Executive Vice President of Vericity, President and Chief Operating Officer of Fidelity Life
Executive Vice President, Chief Financial Officer and Treasurer
Executive Vice President and Chief Marketing Officer
Our directors were initially chosen based upon their individual skills, experiences and qualifications which collectively provide a balanced level of
expertise to the Company. Additionally, we believe that each of our directors possess high professional and personal ethics and values, which are attributes
that are important characteristics to the Company.
Eric Rahe has served as Vericity’s Chairman since August 7, 2019. Mr. Rahe has served as a Managing Director of J.C. Flowers & Co. LLC since
2014, a leading private investment firm dedicated to investing globally in the financial services industry and serves as a member of the firm’s Management
Committee. From 2008 to 2014, Mr. Rahe was a Managing Director at Clayton, Dubilier & Rice where he established and led the firm’s financial services
practice. Previously, he was a senior investment professional at the hedge fund SAB Capital, and before that a Partner at Capital Z Partners, the financial
services focused private equity firm. Mr. Rahe began his career at Donaldson, Lufkin & Jenrette. Mr. Rahe serves on the Boards of Directors of ELMC
Group, LLC.
He received an A.B. in Economics from Harvard College, where he graduated magna cum laude, and an M.B.A. from Harvard Business School.
Mr. Rahe was selected to serve on our board of directors because of his experience in the insurance and financial services industries. Mr. Rahe has
been investing in the insurance industry for over 25 years and has served on the board of directors of a number of insurance companies.
Richard A. Hemmings has served as a director of Vericity since 2013 and served as the Chairman of the board of directors of Members Mutual from
its formation in 2007 until its conversion in 2019. From 2007 until 2014, Mr. Hemmings also served as the President and Chief Executive Officer of
Members Mutual. Mr. Hemmings also served as the Chairman of the board of directors and Chief Executive Officer (and prior to 2012, President) of
Fidelity Life, positions held by him from 2005 to 2014. Mr. Hemmings became a director of Fidelity Life in 2002. Prior to joining Fidelity Life in 2005,
Mr. Hemmings was a partner in the Chicago law firm of Lord, Bissell & Brook LLP and was associated with the firm for 25 years.
Mr. Hemmings was selected to serve on our board of directors because of his experience in the life insurance industry; his knowledge of the legal
and regulatory matters affecting our operations; and his executive experience with Members Mutual and Fidelity Life.
James E. Hohmann has served as a director, Chief Executive Officer and President of Vericity since September 2014 and served as a director and
Chief Executive Officer of Vericity from September 2014 until its conversion in 2019. For approximately two years prior thereto, Mr. Hohmann worked as
a private consultant in the life insurance industry, including providing consulting services
84
for Members Mutual. From April 2009 until June 2012, Mr. Hohmann served as a director, President, and Chief Executive Officer of FBL Financial Group,
an individual life insurance and annuity products company. From January 2007 until January 2009, Mr. Hohmann was an executive officer of Allstate
Corporation with accountabilities as President and Chief Executive Officer of Allstate Financial. From December 2004 until December 2006,
Mr. Hohmann was President and Chief Operating Officer of Conseco, Inc. Earlier, he served as President and Chief Executive Officer of a newly formed
XL Life and Annuity business at XL Capital, was Chief Actuary and then President of the Financial Institutions business of Zurich (Kemper), and worked
for nearly 13 years as a management consultant, first for KPMG Peat Marwick, followed by Tillinghast/Towers Perrin (now Willis Towers Watson) where
he was Managing Principal of the Chicago Life Practice.
Mr. Hohmann also currently serves on the Board of Directors of American Council of Life Insurers, the Board of Directors of Bankers Trust (non-
public) and is Chairman of MIB Group Inc., a life insurance industry membership organization. He also served as a former director of the Board of
Governors for the Property Casualty Insurance Association of America. Mr. Hohmann is a Fellow of the Society of Actuaries and a Member of the
American Academy of Actuaries.
Mr. Hohmann was selected to serve on our board of directors because of his executive leadership experience, his expertise in insurance and financial
services, and his actuarial background.
James W. Schacht has served as a director of Vericity since 2013 and as the President of The Schacht Group, Inc., which advises national and
international clients with respect to insurance and regulatory matters, since its founding in 2008. Prior thereto, Mr. Schacht was for thirteen years a
Managing Director at two international consulting firms. Mr. Schacht has over 45 years of broad-based experience in the insurance industry and all areas of
insurance regulation. Mr. Schacht has served as an expert consultant and witness on a variety of insurance, reinsurance, and regulatory issues in litigation,
and advises clients on new insurance products, organizing insurance companies, financial and reporting requirements, and securing regulatory approval for
a variety of transactions. Mr. Schacht served as the Director of the Illinois Department of Insurance on three occasions. Mr. Schacht serves on the board of
directors of Spinnaker Insurance Company, a property and casualty insurer. Mr. Schacht has served on the board of directors of Members Mutual from 2007
through its conversion in 2019.
Mr. Schacht was selected to serve on our board of directors because of his experience in the insurance industry and his knowledge of legal and
regulatory matters affecting our operations.
Calvin Dong has served as a director of Vericity since August 7, 2019. He is a Vice President at J.C. Flowers & Co. LLC, where he has been
employed since 2013. Prior to joining J.C. Flowers & Co. LLC, Mr. Dong was a member of the Financial Institutions Group at Barclays Investment Bank
in New York for three years, focusing on mergers and acquisitions and capital raising transactions in the insurance sector.
Mr. Dong received a B.S. (Honors) in Finance and Accounting with High Distinction from the Kelley School of Business, Indiana University.
Mr. Dong was selected to serve on our board of directors because of his experience in the insurance and financial services industries. Mr. Dong has
over 8 years of experience as an investor and banker to the life insurance industry.
Scott Perry has served as a director of Vericity since August 7, 2019. He joined AmeriLife Group Holdings as Chief Executive Officer in December
2016. AmeriLife is a distributor of annuity, life, and health insurance products and is a portfolio company of a fund advised by Thomas H. Lee Partners,
L.P. He was previously the Chief Business Officer of CNO Financial Group, Inc., (formerly, Conseco, Inc.), where he oversaw the operations of Bankers
Life, Colonial Penn and Washington National, from 2009 until 2016. Prior to that, Mr. Perry served as the President of Bankers Life from 2002 until 2009.
Before joining Bankers Life, Mr. Perry worked for 12 years in sales, marketing, and management roles at Golden Rule, Anthem Blue Cross Blue Shield
and Premera Blue Cross. Earlier in his career, he advised healthcare payers and providers on strategies to improve operational and financial performance
with the Deloitte & Touche Integrated Health Care Group.
Mr. Perry has served on the boards of LL Global (LIMRA) and the American College. He also served as a board member and Chair of the Greater
Illinois chapter of the Alzheimer’s Association.
Mr. Perry was selected to serve on our board of directors because of his experience in the insurance industry. Mr. Perry has over 28 years of
experience in the life insurance industry. As Chief Executive Officer of AmeriLife and former President of Bankers Life, Chief Business Officer of CNO,
he brings particular expertise in the distribution of a wide variety of life and health products across various distribution channels.
85
Neil Ashe has served as a director of Vericity since August 7, 2019. He is the Chief Executive officer of Acuity Brands which is a global technology
manufacturer, driving an innovative and comprehensive portfolio of lighting products, controls, software, and services. Mr. Ashe also serves as the Chief
Executive officer of Faster Horses LLC, which invests in, operates and advises companies that are embracing the power of digital to grow and change their
businesses. Mr. Ashe has served in this position since 2017. From 2012 to 2017, Mr. Ashe was the President and Chief Executive Officer of Global
eCommerce and Technology for Wal-Mart Stores, Inc. Mr. Ashe was with CNET Networks (NASDAQ: CNET) from 2002 to 2008, having been appointed
as Chief Executive Officer in 2006, and, subsequently, the President of CBS Interactive from 2008 until 2011, following the sale of CNET to CBS. He has
served on the boards of directors of numerous companies, including CNET and AMC Networks (NASDAQ: AMCX), and was a member of the
Georgetown University Board of Regents.
Mr. Ashe has an M.B.A. from the Harvard Business School and a B.S. in Business Administration from Georgetown University.
Mr. Ashe was selected to serve on our board of directors because of his experience helping companies use and adopt technology to grow their
businesses. Through his experience running several leading internet businesses, Mr. Ashe brings a breadth of experience that will be germane to the
Company’s internet agency, Efinancial.
Executive Officers
Set forth below is biographical information for our executive officers (except for Mr. Hohmann, whose biographical information is set forth above):
James C. Harkensee has served as Executive Vice President of Vericity since its conversion in 2019 and as President and Chief Operating Officer of
Fidelity Life since November 2012. From July 1, 2013 to August 4, 2014, Mr. Harkensee served as Interim Chief Financial Officer of Members Mutual.
Prior to that, Mr. Harkensee served in various capacities at Fidelity Life, including most recently as Vice President of Product and Corporate Development
and prior to that as President of America Direct Insurance Agency, Inc., a subsidiary of Fidelity Life, which he joined in 2005. He was formerly President
of Zurich Direct, a direct marketing insurance agency. Mr. Harkensee began his career at Bankers Life & Casualty in 1980, later joining Zurich Life, where
he was promoted to Chief Actuary. Mr. Harkensee also serves as Executive Vice President of Vericity. He is a Fellow of the Society of Actuaries.
Chris S. Kim has served as Chief Financial Officer of Vericity since August 2014 and served as Chief Financial Officer of Members Mutual from
August 2014 until its conversion in 2019. He has served as Executive Vice President of Vericity since its conversion in 2019. Prior thereto, Mr. Kim served
as Chief Accounting Officer of Members Mutual since June 2013. Mr. Kim has over twenty years of experience in public accounting and controllership
with a focus on property and casualty and life insurers. He has extensive experience in advising public companies on accounting and financial reporting
matters related to capital raising activities and advising clients on complex accounting matters. Mr. Kim also serves as Executive Vice President of Vericity.
Prior to joining Members Mutual, he was employed by PricewaterhouseCoopers LLC for a total of seventeen years within the audit and transaction services
practice in Kansas City, Chicago, and New York, from 1995-2002 and again from 2004-2013. From 2002-2004, Mr. Kim held the position of Assistant
Controller with Employers Reinsurance Corporation, a subsidiary of GE Capital.
John Buchanan has served as Executive Vice President, General Counsel and Corporate Secretary of Vericity since February, 2016. Mr. Buchanan
served as Executive Vice President, General Counsel and Corporate Secretary of Members Mutual from February 2016 until its conversion in 2019. Prior
thereto, from 1995 to February 2016, Mr. Buchanan served in various legal roles during a twenty-year career at Allstate Insurance Company most recently
as Chief Counsel supporting Allstate’s agency operations from July 2014 to February 2016, and prior to that as Corporate Counsel supporting direct sales
from July 2009 until July 2014. Among other positions at Allstate, Mr. Buchanan led several legal teams within Allstate’s P&C and life insurance
operations, including acting as lead counsel for Allstate Life of New York. He also served as lead counsel to Allstate’s Chief Marketing Officer and Lead
Counsel to Allstate’s Eastern Region President. Mr. Buchanan served as Secretary on NJ Life and Health Guaranty Fund boards. Mr. Buchanan began his
career as a trial attorney with dozens of jury and bench trials on insurance matters.
Chris Campbell has served as Executive Vice President of Vericity since its conversion in 2019 and as President and Chief Operating Officer of
Efinancial since July 2017. Mr. Campbell has over 25 years of experience in the insurance industry. Prior to joining Efinancial, he served in various roles at
CNO Financial from 2010 to 2017, most recently as SVP Marketing and Communications from 2013 to 2017, where he led initiatives that improved
productivity and increased ROI, including the company’s transformation from print to digital marketing. He also previously served as Director of Strategy
and Business Development at Allstate Financial. Mr. Campbell also serves as Executive Vice President of Vericity. He began his career in management
consulting, where he developed competitive and growth strategies for Fortune 1000 firms.
David R. Drollette has served as Executive Vice President and Chief Data Officer & Chief Technology Officer since September 1, 2020. Prior
thereto, Mr. Drollette served as Vice President Product Analytics at athenahealth, Inc. from September 2018 through
86
August 2020, where he led the product analytics team and set the research & development strategy for the data and artificial intelligence engineering teams
across multiple geographies. Prior thereto, Mr. Drollette served in various leadership roles at Wayfair, Inc. from January 2006 through August 2018, where
he led a 180+ person team of analysts, data scientists, and software engineers. He holds a bachelor’s degree in Mathematics/Physics from Ithaca College in
New York where he graduated Cum Laude.
Laura R. Zimmerman has served as Executive Vice President and Chief Marketing Officer of Vericity since February 2016. Ms. Zimmerman
served as Executive Vice President and Chief Marketing Officer of Members Mutual from February 2016 until its conversion in 2019. Prior thereto,
Ms. Zimmerman served as Vice President, Chief Marketing Officer, Group Worksite, at The Guardian Life Insurance Company of America from July 2014
to February 2016, where she led marketing and enrollment services for the employee benefits division. Prior thereto, Ms. Zimmerman served as the
Managing Director at Bridgestar Solutions, LLC from July 2013 to June 2014. Prior thereto, Ms. Zimmerman served as Senior Vice President for Aon
Hewitt from November 2011 to June 2012, where she led marketing and advertising strategy. Before joining Aon Hewitt, Ms. Zimmerman served as
Managing Director, Head of Marketing and Product at Legg Mason Global Asset Management from June 2010 to June 2011. Prior thereto,
Ms. Zimmerman served in various positions during a thirteen-year career at Allstate Insurance Company. Among other positions at Allstate,
Ms. Zimmerman served as Chief Strategy Officer for Allstate’s financial services division.
Corporate Governance
Overview of Our Board Structure
As part of the conversion of Members Mutual in connection with our IPO, Apex Holdco purchased approximately 76.5% of the shares sold in the
IPO pursuant to a standby stock purchase agreement under which Apex Holdco acted as the standby purchaser for the IPO. As such, we qualify as a
“controlled company” within the meaning of the corporate governance rules of Nasdaq. “Controlled companies” under those rules are companies of which
more than 50% of the voting power is held by an individual, a group or another company.
As we are a “controlled company” we have availed ourselves of the “controlled company” exception under the Nasdaq rules and will not be subject
to the Nasdaq listing requirements that would otherwise require us to have a board of directors comprised of a majority of independent directors, a
compensation committee composed solely of independent directors or a nominating committee composed solely of independent directors.
The standby purchase agreement and/or our bylaws contain provisions regarding our corporate governance and board structure and chief executive officer,
including:
•
•
•
•
the board of directors shall consist of designees appointed by the standby purchaser (the “standby purchaser designees”) and designees
appointed by Vericity (the “company designees”). The number of company designees shall not exceed six or at any time be less than two, and
the number of standby purchaser designees at any given time shall be one more than the number of company designees, but in no event less
than three, provided that the standby purchaser may designate the minimum additional number of designees as necessary to comply with SEC
and Nasdaq Stock Market rules relating to the number of independent directors serving on the board of directors or any committee of the
board. Messrs. Rahe, Dong, Perry and Ashe serve as the standby purchaser designees, and Messrs. Hemmings, Hohmann and Schacht serve as
the company designees;
the compensation payable to the company designees may not be decreased without the consent of a majority of the company designees, and
may not be increased without the consent of a majority of the standby purchaser designees;
in the event of any vacancy in the office of any standby purchaser designee or company designee, a majority of the remaining designees, as
applicable, will have the right to designate a replacement to fill the vacancy, provided that in the case of a vacancy of a company designee, the
standby purchaser may elect to reduce the size of the board of directors by two so long as one of the standby purchaser designees resigns, and
provided further that in the event that there are no remaining company designees to designate a replacement, the advisory board shall have the
right to designate a replacement company designee;
at any election of directors of Vericity, a majority of the standby purchaser designees will have the right to nominate the successors of the
standby purchaser designees, and a majority of the company designees will have the right to nominate the successors of the company
designees, provided that in the event that there are no remaining company designees to designate successors, the advisory board shall have the
right to designate successor company designees;
•
any transaction between the standby purchaser or any of its affiliates, on the one hand, and Vericity or any of its subsidiaries, on the other hand,
shall be subject to approval by the company designees, other than ordinary course transactions on arm’s length terms; and
87
•
Mr. Hohmann shall serve as Chief Executive Officer of the Company for three years after the closing of the offering, subject to his earlier
death, retirement, resignation or removal for cause as defined in the standby purchase agreement.
Director Independence
We have undertaken a review of the composition of our board of directors and considered whether any director has a relationship that could
compromise that director independent judgment in carrying out his responsibilities and all other facts and circumstances that the board of directors deemed
relevant in determining their independence. We have affirmatively determined that each of our directors, with the exception of Mr. Hemmings, Mr.
Hohmann and Mr. Rahe, is an independent director under the Nasdaq Marketplace Rules.
Committees of the Board of Directors
We have the following committees of our board of directors in place: the audit committee; the compensation committee; and the nominating and
governance committee. Each of these committees operates under a committee charter to be approved by our board of directors and available on our website
at www.vericity.com. The composition, duties and responsibilities of our committees are as set forth below:
Audit Committee
The audit committee is responsible for the oversight of the integrity of our consolidated financial statements, our systems of internal control over
financial reporting, our risk management, the qualifications, independence and performance of our independent registered public accounting firm, the
performance of our internal auditor and our compliance with applicable legal and regulatory requirements. The audit committee has the sole authority and
responsibility to select, determine the compensation for, evaluate and, when appropriate, replace our independent registered public accounting firm. All
audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be
approved in advance by our audit committee. The audit committee also approves related-party transactions.
Our audit committee is composed of Mr. Perry (chair), Mr. Schacht, and Mr. Dong. Our board of directors has determined that each of the members
of the audit committee meets the definition of “independent director” for purposes of serving on the audit committee under Exchange Act Rule 10A-3 and
the Nasdaq Marketplace Rules. In addition, the board of directors has determined that Scott R. Perry qualifies as an “audit committee financial expert” as
such term is defined in Item 407(d)(5) under Regulation S-K.
Compensation Committee
The compensation committee is responsible for annually reviewing and approving the corporate goals and objectives relevant to the compensation
of our Chief Executive Officer and evaluating our Chief Executive Officer’s performance in light of these goals; reviewing and approving the
compensation of our executive officers and other appropriate officers; reviewing and reporting to the board of directors on compensation of directors and
board committee members; and administering our incentive and equity-based compensation plans.
Our compensation committee is composed of Mr. Rahe (chair), Mr. Schacht, Mr. Ashe, Mr. Dong and Mr. Hohmann.
Nominating and Governance Committee
Our nominating and corporate governance committee is composed of Mr. Dong (chair), Mr. Rahe, and Mr. Ashe, Mr. Hemmings and Mr. Hohmann.
The nominating and governance committee is responsible for identifying and recommending candidates for election to our board of directors and each
committee of our board of directors, developing and recommending corporate governance guidelines to the board of directors and overseeing performance
reviews of the board of directors, its committees and the individual members of the Board.
Code of Ethics
We have adopted a code of business conduct and ethics applicable to all of our directors and employees, including our principal executive, financial
and accounting officers and all persons performing similar functions. A copy of that code is available on our website at www.vericity.com. We intend to
disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions, on our website to the extent
required by applicable rules and exchange requirements.
88
Advisory Board
Upon completion of the offerings, we established an advisory board to provide general policy advice to the board of directors. Only individuals who
served as directors of Members Mutual as of the date of the standby stock purchase agreement are eligible to serve on our advisory board. Advisory board
members are entitled to attend meetings of the board of directors but shall not vote. Members of the advisory board shall have the right to nominate
individuals to be company designees in the event that there are no then-serving company designees. Members of the advisory board will receive the same
compensation provided to company designees serving on the board of directors of Vericity. Advisory board members will serve until the earlier of the sale
of Vericity to a third party, the fifth anniversary of the closing of our 2019 offering or a member’s death, resignation or removal for cause. The initial
advisory board consists of Ms. Bynoe, Mr. Fibiger and Mr. Groot.
Set forth below is biographical information for the members of the advisory board:
Linda Walker Bynoe is the President and Chief Executive Officer of Telemat Ltd., a project management and consulting firm based in Chicago,
Illinois. Ms. Bynoe has served in that position since 1995. From 1989 to 1995, Ms. Bynoe was the Chief Operating Officer of Telemat Ltd. From 1978 to
1989, Ms. Bynoe worked in executive capacities with the capital markets division of Morgan Stanley, serving as Vice President since 1985. Ms. Bynoe
serves on the board of directors of Anixter International Inc., Prudential Retail Mutual Funds and the Northern Trust Corporation, and as a Trustee of
Equity Residential. Ms. Bynoe became a director of Fidelity Life from 2002, and a director of Members Mutual from 2007 through the completion of the
conversion in 2019.
John A. Fibiger served in various positions, including President, Chief Financial Officer and Chairman of the board of directors, of the
Transamerica Life Companies. Prior to his association with the Transamerica Life Companies, Mr. Fibiger served in various positions with New England
Mutual Life Insurance Company, including as its President from 1982 to 1989. He recently served as an independent trustee with the following mutual fund
complexes associated with Genworth Financial, Inc.: GPS Funds II (10 portfolios); since 2004, Genworth Financial Asset Management Funds (10
portfolios); and from 2008 to 2011, Genworth Variable Insurance Trust (20 portfolios). He served as a trustee of the Menninger Foundation, and was
Chairman of the Menninger Fund.
Mr. Fibiger has been a member since 1956 and a Fellow since 1959 of the Society of Actuaries. He has been a Member since 1963 of the American
Academy of Actuaries and served as its President from 1987 to 1988. He is also a trustee of the Austin Symphony Orchestra and a life trustee of the
Museum of Science, Boston, Massachusetts. Mr. Fibiger became a director of Fidelity Life from 2004, and a director of Members Mutual from 2007,
through the completion of the conversion in 2019.
Steven L. Groot held a series of actuarial and executive management positions during a thirty-plus year career with Allstate Insurance Company.
Among other positions at Allstate, Mr. Groot served as President of Allstate Insurance Companies of Canada, President of Allstate Indemnity, President of
Allstate International and President of Allstate’s direct distribution and e-commerce business. He was a member of the Allstate Insurance Company board
of directors from 1994 to 2002 and served on the investment and executive committees of the Allstate Insurance Company board of directors.
Mr. Groot is a Fellow of the Casualty Actuarial Society and a Member of the American Academy of Actuaries and also a member of the California
State Bar Association. He currently serves as a member of the Board of Directors of CEM Insurance Company, a privately held property and casualty
insurer, and was a life trustee of Lawrence Hall Youth Services in Chicago, Illinois. Since 2006, Mr. Groot has served on the board of directors of American
Safety Insurance Holdings, Ltd., a specialty commercial insurer that was sold in 2013. Mr. Groot served as a director of Fidelity Life from 2006, and a
director of Members Mutual from 2007, through the completion of the conversion in 2019.
Item 11. Executive Compensation.
The following table shows the compensation information for our President and Chief Executive Officer, our Executive Vice President and President
and Chief Operating Officer of Fidelity Life and our Executive Vice President and President and Chief Operating Officer of Efinancial based on
compensation earned for the years ended December 31, 2020 and December 31, 2019 (our “named executive officers”).
89
Name and Principal Position
Year
James Hohmann
President and Chief Executive Officer of Vericity
James Harkensee
Executive Vice President of Vericity, President and
Chief Operating Officer of Fidelity Life
Chris Campbell
Executive Vice President of Vericity, President and
Chief Operating Officer of Efinancial
2020
2019
2020
2019
2020
2019
Non-Equity
Incentive
Plan
Compensation
($)(1)
All Other
Compensation($)(2)
(3)
537,145
2,329,755
205,555
727,303
195,470
580,548
40,544
38,177
27,145
18,117
21,702
27,137
Salary
($)
745,000
725,000
440,000
433,000
400,000
400,000
Total ($)
1,322,689
3,092,932
672,700
1,178,420
617,172
1,007,685
(1)
Includes the following amounts earned under the short-term incentive program based on 2020 and 2019 performance, respectively: Mr. Hohmann
$537,145 and $340,514; Mr. Harkensee $205,555 and $130,527; and Mr. Campbell $195,470 and $103,346. See “Executive Compensation—Short-
Term Incentive Program” below for additional information. Also includes the following amounts paid in 2019 pursuant to outstanding awards under
the Long-Term Incentive Plan (“LTIP”) based on an LTIP unit value as of December 31, 2017 of $7.05 for 2018 and based on an LTIP unit value as
of the closing of the conversion of $10.00 for 2019: Mr. Hohmann, $1,989,241; Mr. Harkensee, $596,776; and Mr. Campbell $477,202. All unvested
outstanding LTIP grants became fully vested and payable upon completion of the offering and the LTIP terminated. See “—Long-Term Incentive
Program” below for additional information.
(2) All other compensation consists of the following: (i) company portion of health, dental, life, disability and vision insurance premiums and (ii) 401(k)
(3)
company matching contributions.
Following the closing of the IPO, the named executive officers also received grants under an equity incentive plan adopted, maintained and
administered by the standby purchaser. See “—Apex Holdco Equity Incentive Plan” below for additional information.
Short-Term Incentive Program
2020 Short-Term Incentive Program
Under the annual bonus program, the compensation committee established 2020 bonus opportunities. Mr. Hohmann’s annual bonus opportunity was
0% to 140% of his base salary, with his target bonus opportunity equal to 80% of base salary. The bonus opportunity for each of Messrs. Harkensee and
Campbell was 0% to 96.25% of their base salary, with the target bonus opportunity equal to 55% of their respective base salaries. The amount of bonus
paid depended on achievement of performance measures recommended by management and approved by the compensation committee.
The performance award for each of our named executive officers was based on the following performance categories:
•
•
•
Corporate (Fidelity Life pre-tax GAAP earnings and eFinancial EBITDA combined; Next Level Growth initiative, and number of new affinity
group policyholders);
Fidelity Life (pre-tax statutory operating income; pre-tax GAAP income; new online policies, and expense initiative); and
Efinancial (EBITDA; retail FLA production; OPEX as a percentage of revenue, and revenue per marketing dollar).
Mr. Hohmann’s bonus opportunity was weighted 50% Corporate, 25% Fidelity Life, and 25% Efinancial. Mr. Harkensee’s bonus opportunity was
weighted 30% Corporate, 40% Fidelity Life, and 30% Efinancial. Mr. Campbell’s bonus opportunity was weighted 30% Corporate, 30% Fidelity Life, and
40% Efinancial.
In 2020, we achieved 98% of target for Corporate, 63% for Fidelity Life, and 102% for Efinancial. Based on this performance, 2020 annual bonuses
for our named executive officers were as follows: Mr. Hohmann $537,145; Mr. Harkensee $205,555; and Mr. Campbell $195,470.
90
2019 Short-Term Incentive Program
Under the annual bonus program, the compensation committee established 2018 bonus opportunities. Mr. Hohmann’s annual bonus opportunity was
0% to 140% of his base salary, with his target bonus opportunity equal to 80% of base salary. The bonus opportunity for each of Messrs. Harkensee and
Campbell was 0% to 96.25% of their base salary, with the target bonus opportunity equal to 55% of their respective base salaries. The amount of bonus
paid depended on achievement of performance measures recommended by management and approved by the compensation committee.
The performance award for each of our named executive officers was based on the following performance categories:
•
•
•
Corporate (consolidated pre-tax GAAP earnings before eliminations and before conversion costs (including GAAP audit expenses); expense
initiative; number of new affinity group policyholders);
Fidelity Life (pre-tax statutory operating income; pre-tax GAAP income; digital direct implementation); and
Efinancial (EBITDA; retail placed premiums; premium per marketing dollar).
Mr. Hohmann’s bonus opportunity was weighted 50% Corporate, 25% Fidelity Life, and 25% Efinancial. Mr. Harkensee’s bonus opportunity was
weighted 30% Corporate, 40% Fidelity Life, and 30% Efinancial. Mr. Campbell’s bonus opportunity was weighted 30% Corporate, 30% Fidelity Life, and
40% Efinancial.
In 2018, we achieved 80% of target for Corporate, 156% for Fidelity Life, and 59% for Efinancial. Based on this performance, 2018 annual bonuses
for our named executive officers were as follows: Mr. Hohmann $523,997; Mr. Harkensee $240,031; and Mr. Campbell $199,512. On average, our named
executive officers achieved approximately 96% of their target bonus.
Long-Term Incentive Plan
Prior to the IPO, our directors and named executive officers participated in the Vericity Holdings, Inc. Long-Term Incentive Plan as amended and
restated January 1, 2015 (the “LTIP”). The LTIP was a cash-based incentive plan pursuant to which annual awards of units were made based on the GAAP
book value of Members Mutual as of the end of the most recently completed fiscal year. All outstanding awards were immediately and fully vested and
paid upon completion of the conversion based on an LTIP value based on per share IPO price of $10.00. The LTIP terminated simultaneously with the
close of the offering in 2019. Payments under the LTIP to our named executive officers are described above in footnote 2 to the executive compensation
table, and payments under the LTIP to our directors are described below under the heading “—Director Compensation.”
Deferred Compensation Plan
We offer a non-qualified deferred compensation plan to our named executive officers, directors and certain other executive officers. Deferred
compensation plan participants can elect to defer a portion of their annual compensation into the deferred compensation plan, with the deferrals generally
not subject to current income tax. Deferred compensation plan balances are credited with interest, computed monthly, using the yield rate that we earn on
our invested assets. Net realized investment gains (losses) are not considered in determining earnings on deferred compensation accounts. The deferred
compensation plan currently does not include a matching contribution or any additional compensation to its participants. Ms. Bynoe was the sole
participator in this plan and terminated her participation on January 1, 2019. There are currently no participants in this plan.
Apex Holdco Equity Incentive Plan
Following the closing of the IPO, the standby purchaser established the Apex Holdco L.P. 2019 Equity Incentive Plan (the “EI Plan”) under the
terms of the amended and restated limited partnership agreement of the standby purchaser. Under the EI Plan, Class B units representing 20.6% of the fully
diluted units of the standby purchaser at the closing of the IPO were reserved for issuance to employees, directors, advisory board members and other
service providers of the Company. Following the closing, awards under the EI Plan were made to the executive officers, certain directors, certain other
employees, and advisory board members of the Company in an aggregate amount of approximately 85.4% of the available pool of Class B units under the
EI Plan. Class B units are non-voting profits interests in the standby purchaser that entitle the holders thereof to participate in the appreciation in the value
of the standby purchaser, as represented by its ownership of the Company’s common stock, above a per share threshold representing the amount of the
standby purchaser’s investment in the Company’s common stock, subject to certain customary adjustments, and are payable in the event of a future sale of
the Company. The grants of Class B Units made to the named executive officers, directors and advisory board members represented the following
percentages of the fully diluted units of the standby purchaser at the closing of the IPO: Mr.
91
Hohmann, 5.00%; Mr. Harkensee, 1.75%; Mr. Campbell, 1.50%; Mr. Ashe, 1.00%; Mr. Hemmings, 0.80%; Mr. Perry, 0.25%; Mr. Schacht, 0.80%, Ms.
Bynoe, 0.80%; Mr. Fibiger, 0.80%; and Mr. Groot, 0.80%.
Under the EI Plan, for all of our directors and our executive officers other than Mr. Hohmann, the grants of Class B units vest ratably over five
years, subject to forfeiture under certain conditions. Mr. Hohmann’s grant was fully vested upon grant, subject to recoupment ratably over five years and
forfeiture under certain conditions. The grants to the directors of Vericity are not subject to forfeiture. The EI Plan is adopted, maintained and administered
by the standby purchaser, not the Company.
Employment Agreements
We have entered into employment agreements with Messrs. Hohmann, Harkensee, Kim, Buchanan and Campbell and with Ms. Zimmerman. The
employment agreements provide for a base salary, subject to increase as determined by the Company. Pursuant to the employment agreements, these
executives are eligible to participate in all employee profit sharing and welfare benefit plans for executives as well as our annual cash incentive program,
and Change in Control Severance Benefits Plan (the “CIC Plan”). The employment agreements require the Company to indemnify any executive who is
made a party or is threatened to be made a party to any action, suit or proceeding because he or she is or was a director or officer of the Company, subject
to certain conditions. In such case, the Company will provide for the advancement of certain expenses.
Under the employment agreements, the agreement and an executive’s employment thereunder may be terminated due to (i) death; (ii) total
disability; (iii) by the Company for Cause; (iv) by the Company at any time without Cause; (v) or by an executive on at least thirty days’ notice. In the
event an executive is terminated by the Company without Cause and there has not been a Change in Control under the Company’s CIC Plan, the executive
will be entitled to the following (x) an amount equal to eighteen months of executive’s then current base salary; (y) an amount equal to the executive’s
target bonus percentage for the current year multiplied by the amount payable pursuant to (x); and (z) COBRA coverage for eighteen months provided the
executive makes the appropriate election and continues to pay the relevant premiums at the same level as when employed. The amounts payable pursuant to
(x) and (y) shall be paid in monthly installments. Pursuant to the employment agreements, the executives are subject to certain restrictions regarding
confidential information and trade secrets. In addition, for a period of up to eighteen months, the executives are prohibited from soliciting the Company’s
customers and employees and from engaging in certain activities which compete with the Company.
Change in Control Severance Benefits Plan
Our named executive officers, among others, participate in the Vericity Holdings Change in Control Severance Benefits Plan (the “CIC plan”). The
CIC plan provides for the payment of severance benefits to certain eligible employees whose employment is terminated without Cause or who voluntarily
terminates for Good Reason following a Change in Control as those terms are defined in the CIC plan.
Pursuant to the CIC Plan, if our named executive officers are terminated without Cause or voluntarily terminate their employment due to
Constructive Termination within 12 months of a Change in Control, they would be entitled to receive 24 months of base salary. Also, our named executive
officers would receive payment of a bonus computed as the average of their short-term annual bonus as a percentage of base salary for the past three
complete years in which a bonus plan was in effect. The annual bonus payout would be multiplied to be consistent with the period covered by the base
salary award (2 times for 24 months). Base salary payments would continue to be paid on the same frequency as before the termination, while the bonus
payment would be made in a lump sum. Following the termination of employment, we would pay the employee’s share of any health insurance premiums
as were paid before the termination if the employee elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) for the continuation period under COBRA. The Company would also reimburse the named executive officer the cost of obtaining comparable
life and long-term disability insurance coverage that the employee was provided before the termination for 24 months. In addition, our named executive
officers would be entitled to receive the immediate payment of all outstanding (vested and un-vested) awards under the Company’s incentive and bonus
plans, including the annual bonus program.
In the event that any payments made under the CIC plan would cause our named executive officers to be considered the recipient of an excess
parachute payment within the meaning of Section 280G(b) of the Code, the amount of such payments would be reduced to an amount necessary to avoid
application of Section 280G(b) of the Code.
Director Compensation
In 2020, each non-employee director and advisory director of Vericity, Inc. received an annual retainer of $100,000 which was paid on a quarterly
basis. Messrs. Rahe, Dong and Perry do not receive cash compensation from the Company for service as a director of Vericity, Inc. Following the closing of
the IPO, each director other than Messrs. Rahe and Dong also received a grant of Class B Units under the EI Plan. See “—Apex Holdco Equity Incentive
Plan” above for additional information.
92
Ms. Bynoe and Messrs. Fibiger and Groot served on the Vericity, Inc. board until March 2019. They continued to serve on the boards of Members
Mutual and certain of its subsidiaries until the completion of the conversion in August 2019. The table below summarizes the total compensation earned
from the Company and its subsidiaries by our non-employee directors for service as a director for the fiscal year ended December 31, 2020.
Fees Earned or
Paid in Cash
$
Linda Walker Bynoe
John A. Fibiger
Richard A. Hemmings
Steven L. Groot
James W. Schacht
Neil Ashe
Eric Rahe
Calvin Dong
Scott Perry
$
100,000
100,000
100,000
100,000
100,000
100,000
—
—
—
93
Non-Equity
Incentive Plan
Compensation
—
—
—
—
—
—
—
—
—
Total
$
100,000
100,000
100,000
100,000
100,000
100,000
—
—
—
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The tables below provide information regarding the beneficial ownership of the Company's common stock for:
•
•
•
•
each beneficial owner known by us to be the beneficial owner of more than five percent of the Company's common stock;
each of our directors;
each of our named executive officers; and
all directors and executive officers as a group.
We have based our calculations of the percentage of beneficial ownership on 14,875,000 shares of common stock outstanding on March 30, 2021.
Five Percent Shareholders
The following table sets forth information regarding all persons known by the Company to be the beneficial owner of more than 5% of the Company's
common stock as of March 30, 2021.
Five Percent (5%) Shareholders
Apex Holdco, L.P.
(1) 767 Fifth
Avenue
New York, NY 10153
Number of Shares and Nature of Beneficial
Ownership
Percentage of Class (%)
11,373,352
76.5%
(1) Represents shares held by Apex Holdco L.P. ("Apex Holdco"). We understand that: (1) Apex Holdco GP LLC, a Delaware limited liability
company (“Apex Holdco GP”) is the sole general partner of Apex Holdco and has control over its affairs and investment decisions,
including the power to vote or dispose of the shares of Common Stock held by Apex Holdco; (2) JCF Associates IV L.P., a Cayman Islands
exempted limited partnership (“JCF IV LP”) is the sole member-manager of Apex Holdco GP and has control over its affairs and investment
decisions, including, indirectly, the power to vote or dispose of the shares of Common Stock held by Apex Holdco; (3) JCF Associates IV
Ltd., a Cayman Islands exempted company (“JCF IV GP”) is the sole general partner of JCF IV LP and has control over its affairs and
investment decisions, including, indirectly, including the power to vote or dispose of the shares of Common Stock held by Apex Holdco;
and (4) J. Christopher Flowers controls JCF IV GP and thus may be deemed to be in control of and therefore the beneficial owner of Apex
Holdco.
Directors and Executive Officers
The following table sets forth information regarding our common stock beneficially owned as of March 30, 2021 by (i) each director, (ii) each of the
named executive officers, and (iii) all current directors and executive officers as a group.
Directors & Executive Officers
Neil Ashe
Calvin Dong
Richard A. Hemmings
James E. Hohmann
Scott Perry
Eric Rahe
James W. Schacht
James C. Harkensee
Chris Campbell
All current directors and executive officers as a
group (12 persons)
(1)
Ownership percentage is less than 1.0%.
Number of Shares and Nature of Beneficial
Ownership
0
453
193,500
625,532
0
0
5,124
327,782
102,521
1,660,488
94
Percentage of Class (%)
0
* (1)
1.3
4.2
0
0
* (1)
2
* (1)
11.2
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The Company has no related party transactions.
Item 14. Principal Accounting Fees and Services.
The following table provides information regarding the fees incurred to Deloitte & Touche LLP during the years ended December 31, 2020 and
2019. All fees described below were approved by the audit committee.
(dollars in thousands)
Audit Fees (1)
Audit Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total
2020
2019
$
$
1,100
—
—
—
1,100
$
$
1,150
—
—
—
1,150
(1) Audit Fees of Deloitte & Touche LLP for 2020 and 2019 were for professional services associated with the annual audit of our consolidated
financial statements, the reviews of our quarterly condensed consolidated financial statements and the issuance of consents and comfort letters in
connection with registration statement filings with the SEC.
(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of
our consolidated financial statements and are not reported under “Audit Fees.” No such services were incurred in 2020 or 2019.
(3) Tax Fees consist of fees for tax compliance, tax advice and tax planning. No such services were incurred in 2020 or 2019.
(4) All Other Fees include any fees billed that are not audit, audit-related or tax fees. No such services were incurred in 2020 or 2019.
Before an independent registered public accounting firm is engaged by the Company to render audit or non-audit services, our audit committee must
review the terms of the proposed engagement and pre-approve the engagement. The audit committee may delegate authority to one or more of the members
of the audit committee to provide these pre-approvals for audit or non-audit services, provided that the person or persons to whom authority is delegated
must report the pre-approvals to the full audit committee at its next scheduled meeting. Audit committee pre-approval of non-audit services (other than
review and attest services) are not required if those services fall within available exceptions established by the SEC. The audit committee pre-approved all
audit, audit-related, tax and other services provided by Deloitte & Touche LLP for the fiscal years 2020 and 2019 and the estimated costs of those services.
Actual amounts billed, to the extent in excess of the estimated amounts, were periodically reviewed and approved by the audit committee.
95
Item 15. Exhibits, Financial Statement Schedules.
(a) We have filed the following documents as part of this Form 10-K:
PART IV
(1) Consolidated Financial Statements
See Item 8, Index to Financial Statements
(2) Financial Statement Schedules
NOTE: The financial statement schedules have been omitted as they are deemed inapplicable or not required by Regulation S-X.
(b)
Exhibits: The following are exhibits to this report, and if incorporated by reference, we have indicated the document previously filed with the
SEC in which the exhibit was included:
96
Exhibit
Number
Exhibit Index
Description
3.1
3.2
4.1
4.2*
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
Amended and Restated Certificate of Incorporation of Vericity, Inc., as amended (incorporated by reference to Exhibit 3.1 to the
Company’s Quarterly Report on Form 10-Q filed on August 14, 2019)
Amended and Restated Bylaws of Vericity, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on
Form 10-Q filed on August 14, 2019)
Form of Stock Certificate of Vericity, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on
Form S-1 (No. 333-231952) filed on June 4, 2019)
Description of Capital Stock
Fidelity Life Association Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement
on Form S-1 (No. 333-231952) filed on June 4, 2019)
Vericity Holdings, Inc. Change in Control Severance Benefits Plan (incorporated by reference to Exhibit 10.3 to the Company’s
Registration Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
Form of Indemnification Agreement for Directors and Certain Officers of Vericity, Inc. (incorporated by reference to Exhibit 10.4
to the Company’s Registration Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
Automatic Coinsurance Agreement dated as of January 1, 2012 between Fidelity Life Association and Hannover Life Reassurance
Company of America (as amended by Amendment I effective January 20, 2014 and Amendment II effective January 1, 2015)
(incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. 333-231952) filed on June
4, 2019)
Indemnity Reinsurance Agreement (Combined Block) effective as of October 1, 2012 by and between Combined Insurance
Company of America and Fidelity Life Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration
Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
Indemnity Reinsurance Agreement (Transition Block) effective as of October 1, 2012 by and between Combined Insurance
Company of America and Fidelity Life Association (as amended by Amendment Number One dated August 27, 2013 and
Amendment Number Two effective January 1, 2014.) (incorporated by reference to Exhibit 10.7 to the Company’s Registration
Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
License Agreement dated October 1, 2012 by and between Fidelity Life Association, James Harkensee and Combined Insurance
Company of America (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-
231952) filed on June 4, 2019)
Amended and Restated Reinsurance Agreement effective July 1, 2016 between Fidelity Life Association and Hannover Life
Reassurance Company of America (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-
1 (No. 333-231952) filed on June 4, 2019)
Automatic Self-Administered Accidental Death Benefit Rider Policy Coinsurance Reinsurance Agreement between Fidelity Life
Association and Swiss Re Life and Health America Inc. effective June 1, 2013 (including Amendment 1 dated September 22,
2014, Amendment 2 dated December 23, 2014, Amendment 3 dated March 31, 2015, Amendment 4 dated April 7, 2015,
Amendment 5 January 29, 2016, Amendment 6 dated March 23, 2016, and Amendment 7 dated March May 16, 2016)
(incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-231952) filed on June
4, 2019)
97
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
21.1
31.1*
31.2*
32.1*
32.2*
Automatic Self-Administered Coinsurance Reinsurance Agreement effective February 21, 2014 between Fidelity Life Association
and Swiss Re Life & Health America Inc. (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on
Form S-1 (No. 333-231952) filed on June 4, 2019)
Amended and Restated Purchase and Sale Agreement dated as of April 20, 2018 by and between Hannover Life Reassurance
Company of America (Bermuda) LTD., Fidelity Life Association, and Efinancial, LLC (incorporated by reference to Exhibit 10.12
to the Company’s Registration Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
Amended and Restated Standby Stock Purchase Agreement dated as of March 26, 2019 by and among Apex Holdco L.P., Vericity,
Inc., Members Mutual Holding Company, and Fidelity Life Association (incorporated by reference to Exhibit 10.13 to the
Company’s Registration Statement on Form S-1 (No. 333-231952) filed on June 4, 2019)
Amended and Restated Guaranty dated March 26, 2019 by J.C. Flowers IV L.P. in favor of Members Mutual Holding Company
and Vericity, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (No. 333-
231952) filed on June 4, 2019)
Amendment No. 1 dated as of December 17, 2018 to the Amended and Restated Purchase and Sale Agreement dated as of April
20, 2018 by and between Hannover Life Reassurance Company of America (Bermuda) LTD., Fidelity Life Association, and
Efinancial, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (No. 333-
231952) filed on June 4, 2019)
Apex Holdco L.P. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on
Form 10-Q filed on November 14, 2019)
Form of Employee-Consultant Award Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report
on Form 10-Q filed on November 14, 2019)
Form of Director Award Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q
filed on November 14, 2019)
Form of CEO Award Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q
filed on November 14, 2019)
Subsidiaries of Vericity, Inc. (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1
(No. 333-231952) filed on June 4, 2019)
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as
amended
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as
amended
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
XBRL Taxonomy Extension Definition Linkbase
98
101.LAB*
XBRL Taxonomy Extension Label Linkbase
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase
*
Filed herewith.
Item 16. Form 10-K Summary
None.
99
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 31, 2021
Company Name
By:
/s/ Chris S. Kim
Chris S. Kim
Executive Vice President, Chief Financial Officer and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James E. Hohmann and John
Buchanan, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or
his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
Director, Chief Executive Officer, and President
Title
Date
March 31, 2021
Executive Vice President, Chief Financial Officer and Treasurer
March 31, 2021
Name
/s/ James E. Hohmann
Name
/s/ Chris S. Kim
Name
/s/ Eric Rahe
Name
/s/ Neil Ashe
Name
/s/ Calvin Dong
Name
/s/ Richard A. Hemmings
Name
/s/ Scott Perry
Name
Director and Chairman
Director
Director
Director
Director
/s/ James W. Schacht
Director
Name
100
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
DESCRIPTION OF CAPITAL STOCK
Exhibit 4.2
Authorized Capital Stock. Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.001 per share.
Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of
directors. Holders of our common stock are not entitled to cumulative voting in the election of directors. Directors of the Company are elected by a
plurality of the shares of our common stock present in person or by proxy and entitled to vote thereon. Other than for the election of directors, matters to be
voted on by stockholders must generally be approved by the affirmative vote of the majority of the shares of our common stock present in person or by
proxy and entitled to vote thereon.
Dividends. Holders of our common stock are entitled to receive ratably, on a per share basis, the dividends, if any, as may be declared from time to time by
our board of directors out of funds legally available therefor.
Transfer Restrictions. The shares of common stock purchased by our directors and officers pursuant to subscription rights granted to them in connection
with our conversion from mutual to stock form and related initial public offering completed in August 2019 (“IPO”) will be restricted for a period of one
year from the effective date of the conversion pursuant to the plan of conversion and Section 59.1(7)(a)(iii) of the Illinois Insurance Code. The shares
purchased by the standby purchaser in our IPO will be restricted securities and subject to trading limitations under applicable law and our agreement with
the standby purchaser.
Liquidation. If there is a liquidation, dissolution or winding up of Vericity, holders of our common stock would be entitled to share in our assets remaining
after the payment of liabilities, ratably on a per share basis.
Other Characteristics. Holders of our common stock have no preemptive or conversion rights or other subscription rights, and no redemption or sinking
fund provisions apply to our common stock.
Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide that stockholders seeking to bring business
before a meeting of stockholders, or to nominate candidates for election as directors at a meeting of shareholders, must provide timely notice of their intent
in writing. Our bylaws also specify certain requirements as to the form and content of a stockholder’s notice. Our bylaws also require that such stockholder
provide information concerning each item of business proposed by the stockholder and individuals nominated for election as a director, as applicable.
These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
directors at our annual meeting of stockholders. These provisions could also have an anti-takeover effect and make the following transactions more
difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and
directors.
Stockholder Action by Written Consent. Our charter and bylaws do not prohibit action by written consent of our stockholders, and therefore any action
required or permitted to be taken by our stockholders may be taken by written consent. Our standby purchaser acquired a majority of our shares of
common stock in the IPO, and as a result will be able to approve most corporate actions requiring stockholder approval by written consent without a duly-
noticed and duly-held meeting of stockholders.
Corporate Governance and Board Structure. Our bylaws and/or our agreement with the standby purchaser contain provisions regarding our corporate
governance and board structure, including that the board of directors shall consist of designees appointed by the standby purchaser (the “standby purchaser
designees”) and designees appointed by Vericity (the “company designees”). The number of company designees shall not exceed six or at any time be less
than two, and the number of standby purchaser designees at any given time shall be one more than the number of company designees, but in no event less
than three, provided that the standby purchaser may designate the minimum additional number of designees as necessary to comply with SEC and Nasdaq
Stock Market rules relating to the number of independent directors serving on the board of directors or any committee of the board.
Exhibit 31.1
I, James Hohmann, certify that:
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Vericity Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 31, 2021
/s/ James E. Hohmann
James E. Hohmann
Chief Executive Officer and President, Vericity, Inc.
Exhibit 31.2
I, Chris Kim, certify that:
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Vericity Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 31, 2021
/s/ Chris S. Kim
Chris S. Kim
Executive Vice President, Chief Financial Officer and Treasurer, Vericity, Inc.
Vericity, Inc.
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
The undersigned officer of Vericity, Inc. (“Vericity”) certifies, to his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the report on Form 10-K of Vericity for the period ended December 31, 2020 fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of Vericity.
Dated: March 31, 2021
By:
/s/ James E. Hohmann
James E. Hohmann
Chief Executive Officer and President, Vericity, Inc.
Vericity, Inc.
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
The undersigned officer of Vericity, Inc. (“Vericity”) certifies, to his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the report on Form 10-K of Vericity for the period ended December 31, 2020 fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of Vericity.
Dated: March 31, 2021
By:
/s/ Chris S. Kim
Chris S. Kim
Executive Vice President, Chief Financial Officer and Treasurer,
Vericity, Inc.