Item 2.02Results of Operations and Financial Condition.
On August 5, 2020, Primerica, Inc. (the "Company") announced its results of
operations for the quarter ended June 30, 2020. A copy of the press release is
attached hereto as Exhibit 99.1.
The information provided pursuant to this Item 2.02, including Exhibit 99.1 in
Item 9.01, is "furnished" and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section, and shall not be
incorporated by reference in any filing made by the Company under the Exchange
Act or the Securities Act of 1933, as amended (the "Securities Act"), except to
the extent expressly set forth by specific reference in any such filings.
Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with U.S. generally
accepted accounting principles ("GAAP"), the Company presents certain non-GAAP
financial measures. Specifically, the Company presents adjusted direct premiums,
other ceded premiums, adjusted operating revenues, adjusted operating income
before income taxes, adjusted net operating income, adjusted stockholders'
equity and diluted adjusted operating earnings per share. Adjusted direct
premiums and other ceded premiums are net of amounts ceded under coinsurance
transactions that were executed concurrent with our initial public offering (the
"IPO coinsurance transactions") for all periods presented. We exclude amounts
ceded under the IPO coinsurance transactions in measuring adjusted direct
premiums and other ceded premiums to present meaningful comparisons of the
actual premiums economically maintained by the Company. Amounts ceded under the
IPO coinsurance transactions will continue to decline over time as policies
terminate within this block of business. Adjusted operating revenues, adjusted
operating income before income taxes, adjusted net operating income and diluted
adjusted operating earnings per share exclude the impact of realized investment
gains (losses) and fair value mark-to-market ("MTM") investment adjustments,
including credit impairments, for all periods presented. We exclude realized
investment gains (losses), including credit impairments, and MTM investment
adjustments in measuring these non-GAAP financial measures to eliminate
period-over-period fluctuations that may obscure comparisons of operating
results due to items such as the timing of recognizing gains (losses) and market
pricing variations prior to an invested asset's maturity or sale that are not
directly associated with the Company's insurance operations. Adjusted
stockholders' equity excludes the impact of net unrealized investment gains
(losses) recorded in accumulated other comprehensive income (loss) for all
periods presented. We exclude unrealized investment gains (losses) in measuring
adjusted stockholders' equity as unrealized gains (losses) from the Company's
available-for-sale securities are largely caused by market movements in interest
rates and credit spreads that do not necessarily correlate with the cash flows
we will ultimately realize when an available-for-sale security matures or is
sold.
Our definitions of these non-GAAP financial measures may differ from the
definitions of similar measures used by other companies. Management uses these
non-GAAP financial measures in making financial, operating and planning
decisions and in evaluating the Company's performance. Furthermore, management
believes that these non-GAAP financial measures may provide users with
additional meaningful comparisons between current results and results of prior
periods as they are expected to be reflective of our core ongoing
business. These measures have limitations, and investors should not consider
them in isolation or as a substitute for analysis of the Company's results as
reported under GAAP.
Reconciliations of GAAP to non-GAAP financial measures are included as
attachments to the press release which has been posted in the "Investor
Relations" section of our website at http://investors.primerica.com.
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Item 7.01Regulation FD Disclosure.
On August 5, 2020, the Company posted to the "Investor Relations" section of its
website certain supplemental financial information relating to the quarter ended
June 30, 2020. A copy of the supplemental financial information is attached
hereto as Exhibit 99.2.
The information provided pursuant to this Item 7.01, including Exhibit 99.2 in
Item 9.01, is "furnished" and shall not be deemed to be "filed" for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of such
section, and shall not be incorporated by reference in any filing made by the
Company under the Exchange Act or the Securities Act, except to the extent
expressly set forth by specific reference in any such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 5, 2020 - Primerica Reports Second
Quarter 2020 Results
99.2 Primerica, Inc. Supplemental Financial Information - Second
Quarter 2020
104 Cover Page from this Current Report on Form 8-K, formatted in
Inline XBRL
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