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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2010
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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Commission File Number: 2-17039
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NATIONAL WESTERN LIFE INSURANCE COMPANY
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(Exact name of Registrant as specified in its charter)
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COLORADO
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84-0467208
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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850 EAST ANDERSON LANE
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AUSTIN, TEXAS 78752-1602
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(512) 836-1010
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(Address of Principal Executive Offices)
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(Telephone Number)
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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 þ No o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated file" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o Accelerated filer þ Non-accelerated filer o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
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As of November 5, 2010, the number of shares of Registrant's common stock outstanding was: Class A – 3,428,941 and Class B - 200,000.
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Page
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3
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3
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3
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September 30, 2010 (Unaudited) and December 31, 2009
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5
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For the Three Months Ended September 30, 2010 and 2009 (Unaudited)
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6
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For the Nine Months Ended September 30, 2010 and 2009 (Unaudited)
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7
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For the Three Months Ended September 30, 2010 and 2009 (Unaudited)
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8
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For the Nine Months Ended September 30, 2010 and 2009 (Unaudited)
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9
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For the Nine Months Ended September 30, 2010 and 2009 (Unaudited)
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11
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For the Nine Months Ended September 30, 2010 and 2009 (Unaudited)
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13
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51
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Financial Condition and Results of Operations
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80
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80
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81
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81
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81
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81
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82
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82
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83
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NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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(In thousands)
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(Unaudited)
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September 30,
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December 31,
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ASSETS
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2010
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2009
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Investments:
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Securities held to maturity, at amortized cost (fair value: $5,204,033 and $4,331,077)
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$ | 4,780,604 | 4,176,661 | |||||
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Securities available for sale, at fair value (cost: $2,179,419 and $1,967,365)
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2,409,030 | 2,050,079 | ||||||
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Mortgage loans, net of allowance for possible losses ($5,420 and $5,033)
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133,286 | 98,200 | ||||||
| Policy loans | 78,591 | 78,336 | ||||||
| Derivatives, index options | 35,987 | 89,915 | ||||||
| Other long-term investments | 29,082 | 32,829 | ||||||
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Total investments
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7,466,580 | 6,526,020 | ||||||
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Cash and short-term investments
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29,197 | 108,866 | ||||||
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Deferred policy acquisition costs
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628,227 | 626,440 | ||||||
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Deferred sales inducements
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125,177 | 122,232 | ||||||
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Accrued investment income
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80,855 | 71,572 | ||||||
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Federal income tax receivable
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867 | - | ||||||
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Other assets
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74,998 | 63,605 | ||||||
| $ | 8,405,901 | 7,518,735 | ||||||
See accompanying notes to condensed consolidated financial statements.
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NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
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(In thousands, except share amounts)
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(Unaudited)
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September 30,
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December 31,
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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2010
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2009
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LIABILITIES:
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Future policy benefits:
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Traditional life and annuity contracts
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$ | 138,414 | 133,169 | |||||
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Universal life and annuity contracts
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6,746,153 | 5,988,665 | ||||||
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Other policyholder liabilities
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137,035 | 128,931 | ||||||
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Deferred Federal income tax liability
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62,903 | 32,818 | ||||||
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Federal income tax payable
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- | 13,197 | ||||||
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Other liabilities
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106,281 | 107,902 | ||||||
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Total liabilities
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7,190,786 | 6,404,682 | ||||||
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COMMITMENTS AND CONTINGENCIES (Note 8)
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STOCKHOLDERS’ EQUITY:
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Common stock:
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Class A - $1 par value; 7,500,000 shares authorized; 3,428,941 and 3,425,966 issued and outstanding in 2010 and 2009, respectively
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3,429 | 3,426 | ||||||
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Class B - $1 par value; 200,000 shares authorized, issued, and outstanding in 2010 and 2009
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200 | 200 | ||||||
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Additional paid-in capital
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36,954 | 36,680 | ||||||
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Accumulated other comprehensive income
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67,157 | 17,760 | ||||||
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Retained earnings
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1,107,375 | 1,055,987 | ||||||
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Total stockholders’ equity
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1,215,115 | 1,114,053 | ||||||
| $ | 8,405,901 | 7,518,735 | ||||||
Note: The condensed consolidated balance sheet at December 31, 2009, has been derived from the audited consolidated financial statements as of that date.
See accompanying notes to condensed consolidated financial statements.
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NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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For the Three Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands, except per share amounts)
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2010
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2009
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Premiums and other revenues:
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Traditional life and annuity premiums
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$ | 3,961 | 3,707 | |||||
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Universal life and annuity contract charges
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32,898 | 37,683 | ||||||
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Net investment income
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106,605 | 116,276 | ||||||
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Other revenues
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6,075 | 5,086 | ||||||
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Net realized investment gains (losses):
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Total other-than-temporary impairment (“OTTI”) losses
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(538 | ) | (4,666 | ) | ||||
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Portion of OTTI losses recognized in other comprehensive income
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123 | 4,572 | ||||||
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Net OTTI losses recognized in earnings
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(415 | ) | (94 | ) | ||||
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Other net investment gains
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2,087 | 151 | ||||||
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Total net realized investment gains
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1,672 | 57 | ||||||
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Total revenues
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151,211 | 162,809 | ||||||
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Benefits and expenses:
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Life and other policy benefits
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13,335 | 19,965 | ||||||
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Amortization of deferred policy acquisition costs and deferred sales inducements
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32,608 | 28,436 | ||||||
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Universal life and annuity contract interest
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86,792 | 80,608 | ||||||
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Other operating expenses
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(2,181 | ) | 36,426 | |||||
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Total benefits and expenses
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130,554 | 165,435 | ||||||
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Earnings (loss) before Federal income taxes
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20,657 | (2,626 | ) | |||||
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Provision (benefit) for Federal income taxes
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7,218 | (1,512 | ) | |||||
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Net earnings (loss)
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$ | 13,439 | (1,114 | ) | ||||
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Basic Earnings (Loss) Per Share:
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Class A
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$ | 3.81 | (0.32 | ) | ||||
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Class B
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$ | 1.90 | (0.16 | ) | ||||
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Diluted Earnings (Loss) Per Share:
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Class A
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$ | 3.81 | (0.32 | ) | ||||
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Class B
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$ | 1.90 | (0.16 | ) | ||||
See accompanying notes to condensed consolidated financial statements.
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NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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For the Nine Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands, except per share amounts)
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2010
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2009
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Premiums and other revenues:
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Traditional life and annuity premiums
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$ | 12,475 | 12,227 | |||||
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Universal life and annuity contract charges
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96,433 | 115,116 | ||||||
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Net investment income
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261,740 | 280,625 | ||||||
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Other revenues
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20,394 | 12,187 | ||||||
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Net realized investment gains (losses):
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Total other-than-temporary impairment (“OTTI”) losses
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(846 | ) | (11,796 | ) | ||||
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Portion of OTTI losses recognized in other comprehensive income
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123 | 6,395 | ||||||
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Net OTTI losses recognized in earnings
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(723 | ) | (5,401 | ) | ||||
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Other net investment gains
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2,017 | 279 | ||||||
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Total net realized investment gains (losses)
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1,294 | (5,122 | ) | |||||
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Total revenues
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392,336 | 415,033 | ||||||
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Benefits and expenses:
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Life and other policy benefits
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40,141 | 43,241 | ||||||
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Amortization of deferred policy acquisition costs and deferred sales inducements
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74,614 | 84,933 | ||||||
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Universal life and annuity contract interest
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167,423 | 173,525 | ||||||
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Other operating expenses
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32,223 | 65,770 | ||||||
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Total benefits and expenses
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314,401 | 367,469 | ||||||
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Earnings before Federal income taxes
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77,935 | 47,564 | ||||||
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Federal income taxes
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25,276 | 14,808 | ||||||
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Net earnings
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$ | 52,659 | 32,756 | |||||
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Basic Earnings Per Share:
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Class A
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$ | 14.93 | 9.29 | |||||
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Class B
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$ | 7.46 | 4.65 | |||||
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Diluted Earnings Per Share:
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Class A
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$ | 14.89 | 9.28 | |||||
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Class B
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$ | 7.46 | 4.65 | |||||
See accompanying notes to condensed consolidated financial statements.
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For the Three Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands)
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2010
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2009
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Net earnings (loss)
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$ | 13,439 | (1,114 | ) | ||||
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Other comprehensive income, net of effects of deferred costs and taxes:
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Unrealized gains on securities:
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Net unrealized holding gains arising during period
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20,421 | 38,623 | ||||||
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Net unrealized noncredit gains (losses)
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(123 | ) | (1,344 | ) | ||||
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Reclassification adjustment for net amounts included in net loss
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(326 | ) | (17 | ) | ||||
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Amortization of net unrealized losses related to transferred securities
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20 | 6 | ||||||
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Net unrealized gains on securities
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19,992 | 37,268 | ||||||
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Foreign currency translation adjustments
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(43 | ) | 79 | |||||
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Benefit plans:
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Amortization of net prior service cost and net gain
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289 | 411 | ||||||
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Other comprehensive income
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20,238 | 37,758 | ||||||
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Comprehensive income
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$ | 33,677 | 36,644 | |||||
See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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For the Nine Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands)
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2010
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2009
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Net earnings
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$ | 52,659 | 32,756 | |||||
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Other comprehensive income, net of effects of deferred costs and taxes:
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Unrealized gains on securities:
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Net unrealized holding gains arising during period
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49,093 | 78,697 | ||||||
| Net unrealized noncredit losses | (123 | ) | (1,905 | ) | ||||
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Reclassification adjustment for net amounts included in net earnings (loss)
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(326 | ) | 2,855 | |||||
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Amortization of net unrealized (gains) losses related to transferred securities
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24 | (38 | ) | |||||
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Net unrealized gains on securities
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48,668 | 79,609 | ||||||
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Foreign currency translation adjustments
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(139 | ) | (19 | ) | ||||
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Benefit plans:
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Amortization of net prior service cost and net gain
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868 | 1,234 | ||||||
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Other comprehensive income
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49,397 | 80,824 | ||||||
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Comprehensive income
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$ | 102,056 | 113,580 | |||||
See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
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For the Nine Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands)
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2010
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2009
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Common stock:
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Balance at beginning of period
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$ | 3,626 | 3,626 | |||||
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Shares exercised under stock option plan
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3 | - | ||||||
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Balance at end of period
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3,629 | 3,626 | ||||||
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Additional paid-in capital:
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Balance at beginning of period
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36,680 | 36,680 | ||||||
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Shares exercised under stock option plan
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274 | - | ||||||
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Balance at end of period
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36,954 | 36,680 | ||||||
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Accumulated other comprehensive income (loss):
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Unrealized gains (losses) on non-impaired securities:
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Balance at beginning of period
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31,639 | (53,770 | ) | |||||
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Change in unrealized gains during period, net of tax
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48,435 | 81,514 | ||||||
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Balance at end of period
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80,074 | 27,744 | ||||||
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Unrealized losses on impaired held to maturity securities:
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Balance at beginning of period
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(2,751 | ) | - | |||||
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Cumulative effect of change in accounting principal (See Note 3)
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- | (507 | ) | |||||
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Amortization
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30 | 29 | ||||||
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Other-than-temporary impairments, non-credit, net of tax
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(123 | ) | (1,446 | ) | ||||
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Balance at end of period
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(2,844 | ) | (1,924 | ) | ||||
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Unrealized losses on impaired available for sale securities:
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Balance at beginning of period
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(562 | ) | - | |||||
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Other-than-temporary impairments, non-credit, net of tax
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(365 | ) | (570 | ) | ||||
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Recoveries, net of tax
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326 | 82 | ||||||
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Balance at end of period
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(601 | ) | (488 | ) | ||||
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Foreign currency translation adjustments:
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Balance at beginning of period
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2,893 | 2,966 | ||||||
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Change in translation adjustments during period
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(139 | ) | (19 | ) | ||||
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Balance at end of period
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2,754 | 2,947 | ||||||
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Benefit plan liability adjustment:
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Balance at beginning of period
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(13,459 | ) | (14,554 | ) | ||||
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Amortization of net prior service cost and net gain, net of tax
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868 | 1,234 | ||||||
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Balance at end of period
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(12,591 | ) | (13,320 | ) | ||||
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Accumulated other comprehensive income at end of period
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67,157 | 14,959 | ||||||
Continued on Next Page
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NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY, CONTINUED
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For the Nine Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands)
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Retained earnings:
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Balance at beginning of period
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1,055,987 | 1,011,265 | ||||||
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Cumulative effect of change in accounting principle, net of tax (See Note 3)
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- | 507 | ||||||
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Net earnings
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52,659 | 32,756 | ||||||
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Stockholder dividends
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(1,271 | ) | (1,269 | ) | ||||
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Balance at end of period
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1,107,375 | 1,043,259 | ||||||
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Total stockholders' equity
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$ | 1,215,115 | 1,098,524 | |||||
See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Nine Months Ended September 30, 2010 and 2009
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(Unaudited)
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(In thousands)
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2010
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2009
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Cash flows from operating activities:
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Net earnings
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$ | 52,659 | 32,756 | |||||
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Adjustments to reconcile net earnings to net cash from operating activities:
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Universal life and annuity contract interest
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167,423 | 173,525 | ||||||
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Surrender charges and other policy revenues
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(28,569 | ) | (45,205 | ) | ||||
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Realized gains (losses) on investments
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(1,294 | ) | 5,122 | |||||
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Accrual and amortization of investment income
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(1,565 | ) | (3,385 | ) | ||||
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Depreciation and amortization
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3,475 | (335 | ) | |||||
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Decrease (increase) in value of index options
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63,860 | (61,896 | ) | |||||
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Increase in deferred policy acquisition and sales inducement costs
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(77,107 | ) | (20,511 | ) | ||||
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Increase in accrued investment income
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(9,283 | ) | (7,133 | ) | ||||
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Increase in other assets
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(14,268 | ) | (8,457 | ) | ||||
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Increase (decrease) in liabilities for future policy benefits
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26,109 | (2,344 | ) | |||||
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Increase in other policyholder liabilities
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8,104 | 28,201 | ||||||
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Decrease in Federal income taxes
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(10,184 | ) | (7,159 | ) | ||||
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Increase in other liabilities
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554 | 37,213 | ||||||
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Other, net
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(522 | ) | 5 | |||||
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Net cash provided by operating activities
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179,392 | 120,397 | ||||||
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Cash flows from investing activities:
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Proceeds from sales of:
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Securities available for sale
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28,778 | 15,612 | ||||||
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Other investments
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3,544 | 1,118 | ||||||
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Proceeds from maturities and redemptions of:
|
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Securities held to maturity
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534,123 | 757,842 | ||||||
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Securities available for sale
|
53,767 | 75,592 | ||||||
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Index options
|
31,302 | 38,131 | ||||||
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Purchases of:
|
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Securities held to maturity
|
(1,137,958 | ) | (953,502 | ) | ||||
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Securities available for sale
|
(292,976 | ) | (220,912 | ) | ||||
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Other investments
|
(41,765 | ) | (51,299 | ) | ||||
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Principal payments on mortgage loans
|
17,352 | 6,676 | ||||||
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Cost of mortgage loans acquired
|
(52,882 | ) | (6,049 | ) | ||||
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(Increase) decrease in policy loans
|
(255 | ) | 3,361 | |||||
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Net cash used in investing activities
|
(856,970 | ) | (333,430 | ) | ||||
Continued on Next Page
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NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
|
||||||||
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For the Nine Months Ended September 30, 2010 and 2009
|
||||||||
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(Unaudited)
|
||||||||
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(In thousands)
|
||||||||
|
2010
|
2009
|
|||||||
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Cash flows from financing activities:
|
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Deposits to account balances for universal life and annuity contracts
|
$ | 1,060,960 | 611,163 | |||||
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Return of account balances on universal life and annuity contracts
|
(463,191 | ) | (430,243 | ) | ||||
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Issuance of common stock under stock option plan
|
277 | - | ||||||
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Net cash provided by financing activities
|
598,046 | 180,920 | ||||||
|
Effect of foreign exchange
|
(137 | ) | (14 | ) | ||||
|
Net decrease in cash and short-term investments
|
(79,669 | ) | (32,127 | ) | ||||
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Cash and short-term investments at beginning of period
|
108,866 | 67,796 | ||||||
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Cash and short-term investments at end of period
|
$ | 29,197 | 35,669 | |||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
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|
Cash paid during the period for:
|
||||||||
|
Interest
|
$ | 30 | 30 | |||||
|
Income taxes
|
35,600 | 22,757 | ||||||
See accompanying notes to condensed consolidated financial statements.
12
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of National Western Life Insurance Company and its subsidiaries (“Company”) as of September 30, 2010, and the results of its operations and its cash flows for the three and nine months ended September 30, 2010 and 2009. The results of operations for the nine months ended September 30, 2010 and 2009 are not necessarily indicative of the results to be expected for the full year. It is recommended that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009 accessible free of charge through the Company's internet site at www.nationalwesternlife.com or the Securities and Exchange Commission internet site at www.sec.gov. The condensed consolidated balance sheet at December 31, 2009, has been derived from the audited consolidated financial statements as of that date.
The accompanying condensed consolidated financial statements include the accounts of National Western Life Insurance Company and its wholly-owned subsidiaries: The Westcap Corporation, NWL Investments, Inc., NWL Services, Inc., NWL Financial, Inc., NWLSM, Inc. and Regent Care San Marcos Holdings, LLC. All significant intercorporate transactions and accounts have been eliminated in consolidation.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates in the accompanying condensed consolidated financial statements include (1) liabilities for future policy benefits, (2) valuation of derivative instruments, (3) recoverability and amortization of deferred policy acquisition costs, (4) valuation allowances for deferred tax assets, (5) other-than-temporary impairment losses on debt securities, (6) commitments and contingencies, and (7) valuation allowances for mortgage loans and real estate.
The Company is implementing new actuarial reserving systems that enhance its ability to provide better estimates used in establishing future policy liabilities, monitor the deferred acquisition cost asset and the deferred sales asset as well as support other actuarial processes within the Company. The implementation of these new reserving systems for specific blocks of business began in the second quarter of 2009 and is expected to be completed in 2011. As the Company applies these new systems to a line of business, current reserving assumptions are reviewed and updated as appropriate. During the three months ended March 31, 2010 a correction was made to a surrender charge assumption for future years on one deferred annuity product line. This change resulted in an unlocking adjustment that increased the Deferred Policy Acquisition Costs (“DPAC”) amortization expense by $2.7 million in the first quarter. During the three months ended June 30, 2010, a correction was made to traditional life policy related expense of $1.3 million. This change was related to reserve calculations on current face amounts of insurance in force but should have been calculated on the ultimate face amounts. As the amounts of these corrections were determined to have occurred over the course of multiple previously reported periods, it was concluded that the amounts of the corrections were immaterial to the financial results reported in any of these periods, as well as the current period.
Certain amounts in the prior year condensed consolidated financial statements have been reclassified to conform to the current year presentation.
13
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (“FASB”) issued new guidance to provide a single definition of fair value, a framework for measuring fair value, and required additional disclosure about the use of fair value to measure assets and liabilities. The Company adopted it for its reporting of financial assets and financial liabilities on January 1, 2008. The effective date for implementation to non financial assets and non financial liabilities was delayed by the FASB until the first reporting period after November 15, 2008. The Company adopted this portion of the guidance effective January 1, 2009. The adoption of fair value measurements did not have a material impact on the Company’s consolidated financial statements and results of operations.
In December 2007, the FASB issued new guidance establishing accounting and reporting standards for entities that have equity investments that are not attributable directly to the parent, called noncontrolling interests or minority interests. More specifically, the guidance addresses where and how to report noncontrolling interests in the consolidated statements of financial position and operations, how to account for changes in noncontrolling interests and provides disclosure requirements. The Company adopted the guidance effective January 1, 2009, and it did not have a material impact on the Company’s consolidated financial condition and results of operations.
In December 2007, the FASB issued new guidance establishing how an entity accounts for the identifiable assets acquired, liabilities assumed, and any noncontrolling interests acquired, how to account for goodwill acquired and determines what disclosures are required as part of a business combination, and it applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted this guidance effective January 1, 2009. Adoption of this guidance did not have an impact on the Company’s consolidated financial condition or results of operations.
In March 2008, the FASB issued new guidance to require companies with derivative instruments to disclose information about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This guidance became effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company adopted it on January 1, 2009 with no material impact on the consolidated financial statements. See Note 11, Derivative Investments, for additional information pertaining to this guidance.
In September 2008, the FASB issued new guidance establishing disclosure requirements by entities that assume credit risk through the sale of credit derivatives, including credit derivatives embedded in a hybrid instrument, to enable users of financial statements to assess the potential effect on its financial position, financial performance, and cash flows from these credit derivatives, and requires additional disclosure about the current status of the payment/performance risk of a guarantee. The Company adopted the guidance effective January 1, 2009 and adoption of this guidance did not have a material effect on the Company’s consolidated financial condition and results of operations.
In December 2008, the FASB issued new guidance which requires information to be disclosed on an annual basis pertaining to postretirement benefit plan assets. The Company would be required to separate plan assets into the three fair value hierarchy levels and provide a rollforward of the changes in fair value of plan assets classified as Level 3. The disclosures about plan assets were effective for fiscal years ending after December 15, 2009. Adoption of this guidance on January 1, 2010 had no effect on the Company’s consolidated financial condition and results of operations.
In March 2009, the FASB issued new guidance establishing enhanced disclosures regarding an entity’s derivative and hedging activity to enable investors to better understand the effects on an entity’s financial position, financial performance, and cash flows. The Company adopted the guidance as of January 1, 2009. See Note 11, Derivative Investments, for disclosures regarding derivative instruments and hedging activities.
14
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On April 9, 2009 the FASB issued new guidance for estimating fair value when the volume and level of activity for an asset or liability have significantly decreased, and includes guidance on identifying circumstances that indicate a transaction is not orderly. This guidance emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability, and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance is effective for interim and annual reporting periods ending after June 15, 2009. As further discussed in Note 10, Fair Values of Financial Instruments, the adoption of this guidance did not have a material impact on the Company’s consolidated financial condition and results of operations.
On April 9, 2009 the FASB issued new guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. It was effective for the Company as of June 30, 2009 and did not have a significant impact on the consolidated financial position or results of operations. See Note 10, Fair Values of Financial Instruments, for additional disclosures.
On April 9, 2009 the FASB issued new guidance which amended the other-than-temporary impairment guidance for debt securities to make the guidance more operational, and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. It did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This guidance was effective for the Company as of June 30, 2009. The impact of its adoption is discussed in Note 3 Stockholders’ Equity and Note 9, Investments.
On May 28, 2009 the FASB issued new guidance establishing general standards of accounting for the disclosure of events that occur after the balance sheet date, but before the financial statements are issued or are available to be issued. It was effective for the Company as of June 30, 2009 and did not have a significant impact on the consolidated financial position or results of operations.
On June 12, 2009 the FASB issued new guidance that changes the way entities account for securitizations and special purpose entities. The guidance is effective as of the beginning of the Company’s first annual reporting period beginning after November 15, 2009. The adoption of this guidance did not have a significant impact on the consolidated financial position, results of operations, or disclosures.
During January 2010, FASB issued new guidance that requires more robust fair value disclosures about the different classes of assets and liabilities measured at fair value. The adoption of this guidance did not have a significant impact on the consolidated financial position or results of operations.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial statements.
On September 20, 2010 the FASB issued new guidance related to accounting for the deferral of acquisition costs of insurance contracts. The new guidance modifies the types and amounts of costs incurred by insurance companies for the acquisition and renewal of insurance contracts which may be deferred and capitalized. The guidance more specifically limits capitalized costs to variable costs directly related to the acquisition or renewal of insurance contracts and will be effective for the Company as of January 1, 2012. The Company is currently reviewing its capitalization policies and does not believe this guidance will have a material impact on its consolidated financial statements.
15
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(3) STOCKHOLDERS' EQUITY
The Company is restricted by state insurance laws as to dividend amounts which may be paid to stockholders without prior approval from the Colorado Division of Insurance. The restrictions are based on statutory earnings and surplus levels of the Company. The maximum dividend payment which may be made without prior approval in 2010 is $81.3 million. The Company did not pay cash dividends on common stock during the nine months ended September 30, 2010 and 2009. However, the Company did declare a cash dividend on August 20, 2010 payable December 1, 2010 to stockholders on record as of October 29, 2010. The dividends declared were $0.36 per common share to Class A stockholders and $0.18 per common share to Class B stockholders. A dividend in the same amounts per share on Class A and Class B shares was declared in August and paid in November of 2009.
Change in Accounting Principles
During the second quarter of 2009, the Company reviewed all previously recorded other-than-temporary impairments of securities in compliance with newly issued GAAP guidance and estimated the credit versus the non-credit component consistent with the methodology used in the current period to analyze and bifurcate impairments into credit and non-credit components. As a result, the Company determined that $0.8 million in previously recorded other-than-temporary impairments had been due to non-credit impairments.
For each security, the Company developed its best estimate of the net present value of the cash flows expected to be received. The credit component of the impairment for these securities was determined to be the difference between the amortized cost of the security and the projected net cash flows. The non-credit component was determined to be the difference between projected net cash flows and fair value. The Company also determined whether management had the intent to sell the security, or if it was more likely than not that it will be required to sell the security, prior to the recovery of the non-credit component.
As a result of the implementation, during the second quarter of 2009, the Company recorded a net of tax opening balance adjustment that increased retained earnings in the amount of $0.5 million and increased accumulated other comprehensive loss in the amount of $0.5 million.
16
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(4) EARNINGS PER SHARE
Basic earnings per share of common stock are computed by dividing net income by the weighted-average basic common shares outstanding during the period. Diluted earnings per share assumes the issuance of common shares applicable to stock options in the denominator.
|
Three Months Ended September 30,
|
||||||||||||||||
|
2010
|
2009
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
|
(In thousands except per share amounts)
|
||||||||||||||||
|
Numerator for Basic and
|
||||||||||||||||
|
Diluted Earnings (Loss) Per Share:
|
||||||||||||||||
|
Net income (loss)
|
$ | 13,439 | (1,114 | ) | ||||||||||||
|
Dividends - Class A shares
|
(1,235 | ) | (1,233 | ) | ||||||||||||
|
Dividends - Class B shares
|
(36 | ) | (36 | ) | ||||||||||||
|
Undistributed income (loss)
|
$ | 12,168 | (2,383 | ) | ||||||||||||
|
Allocation of net income (loss):
|
||||||||||||||||
|
Dividends
|
$ | 1,235 | 36 | 1,233 | 36 | |||||||||||
|
Allocation of undistributed income (loss)
|
11,823 | 345 | (2,315 | ) | (68 | ) | ||||||||||
|
Net income (loss)
|
$ | 13,058 | 381 | (1,082 | ) | (32 | ) | |||||||||
|
Denominator:
|
||||||||||||||||
|
Basic earnings per share - weighted-average shares
|
3,427 | 200 | 3,426 | 200 | ||||||||||||
|
Effect of dilutive stock options
|
5 | - | - | - | ||||||||||||
|
Diluted earnings per share - adjusted weighted-average shares for assumed conversions
|
3,432 | 200 | 3,426 | 200 | ||||||||||||
|
Basic Earnings (Loss) Per Share
|
$ | 3.81 | 1.90 | (0.32 | ) | (0.16 | ) | |||||||||
|
Diluted Earnings (Loss) Per Share
|
$ | 3.81 | 1.90 | (0.32 | ) | (0.16 | ) | |||||||||
17
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
Nine Months Ended September 30,
|
||||||||||||||||
|
2010
|
2009
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
|
(In thousands except per share amounts)
|
||||||||||||||||
|
Numerator for Basic and
|
||||||||||||||||
|
Diluted Earnings Per Share:
|
||||||||||||||||
|
Net income
|
$ | 52,659 | 32,756 | |||||||||||||
|
Dividends - Class A shares
|
(1,235 | ) | (1,233 | ) | ||||||||||||
|
Dividends - Class B shares
|
(36 | ) | (36 | ) | ||||||||||||
|
Undistributed income
|
$ | 51,388 | 31,487 | |||||||||||||
|
Allocation of net income:
|
||||||||||||||||
|
Dividends
|
$ | 1,235 | 36 | 1,233 | 36 | |||||||||||
|
Allocation of undistributed income
|
49,931 | 1,457 | 30,594 | 893 | ||||||||||||
|
Net income
|
$ | 51,166 | 1,493 | 31,827 | 929 | |||||||||||
|
Denominator:
|
||||||||||||||||
|
Basic earnings per share - weighted-average shares
|
3,426 | 200 | 3,426 | 200 | ||||||||||||
|
Effect of dilutive stock options
|
11 | - | 4 | - | ||||||||||||
|
Diluted earnings per share - adjusted weighted-average shares for assumed conversions
|
3,437 | 200 | 3,430 | 200 | ||||||||||||
|
Basic Earnings Per Share
|
$ | 14.93 | 7.46 | 9.29 | 4.65 | |||||||||||
|
Diluted Earnings Per Share
|
$ | 14.89 | 7.46 | 9.28 | 4.65 | |||||||||||
18
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(5) PENSION AND OTHER POSTRETIREMENT PLANS
(A) Defined Benefit Pension Plans
The Company sponsors a qualified defined benefit pension plan covering substantially all employees. The plan provides benefits based on the participants' years of service and compensation. The Company makes annual contributions to the plan that comply with the minimum funding provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). On October 19, 2007, the Company’s Board of Directors approved an amendment to freeze the Pension Plan as of December 31, 2007. The freeze ceased future benefit accruals to all participants and closed the plan to any new participants. In addition, all participants became immediately 100% vested in their accrued benefits as of that date. Going forward future pension expense is projected to be minimal. Fair values of plan assets and liabilities are measured as of the prior December 31 for each respective year. The following table summarizes the components of net periodic benefit cost.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Service cost
|
$ | - | - | - | - | |||||||||||
|
Interest cost
|
259 | 243 | 776 | 767 | ||||||||||||
|
Expected return on plan assets
|
(259 | ) | (222 | ) | (777 | ) | (667 | ) | ||||||||
|
Amortization of prior service cost
|
1 | 1 | 3 | 3 | ||||||||||||
|
Amortization of net loss
|
125 | 148 | 374 | 445 | ||||||||||||
|
Net periodic benefit cost
|
$ | 126 | 170 | 376 | 548 | |||||||||||
The Company expects to contribute $776,000 to the plan in 2010. As of September 30, 2010, the Company has contributed $480,000 to the plan.
The Company also sponsors a non-qualified defined benefit plan for certain senior officers. The plan provides benefits based on the participants' years of service and compensation. The pension obligations and administrative responsibilities of the plan are maintained by a pension administration firm, which is a subsidiary of American National Insurance Company ("ANICO"). ANICO has guaranteed the payment of pension obligations under the plan. However, the Company has a contingent liability with respect to the pension plan should these entities be unable to meet their obligations under the existing agreements. Also, the Company has a contingent liability with respect to the plan in the event that a plan participant continues employment with the Company beyond age seventy, the aggregate average annual participant salary increases exceed 10% per year, or any additional employees become eligible to participate in the plan. If any of these conditions are met, the Company would be responsible for any additional pension obligations resulting from these items. Amendments were made to the plan to allow an additional employee to participate and to change the benefit formula for the Chairman of the Company. As previously mentioned, these additional obligations are a liability to the Company. Effective December 31, 2004, this plan was frozen with respect to the continued accrual of benefits of the Chairman and the President of the Company in order to comply with law changes under the American Jobs Creation Act of 2004 ("Act").
Effective July 1, 2005, the Company established a second non-qualified defined benefit plan for the benefit of the Chairman of the Company. This plan is intended to provide for post-2004 benefit accruals that mirror and supplement the pre-2005 benefit accruals under the previously discussed non-qualified defined benefit plan, while complying with the requirements of the Act.
Effective November 1, 2005, the Company established a third non-qualified defined benefit plan for the benefit of the President of the Company. This plan is intended to provide for post-2004 benefit accruals that supplement the pre-2005 benefit accruals under the first non-qualified defined benefit plan as previously discussed, while complying with the requirements of the Act.
19
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table summarizes the components of net periodic benefit costs for the Chairman and President non-qualified defined benefit plans.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Service cost
|
$ | 13 | 38 | 39 | 112 | |||||||||||
|
Interest cost
|
266 | 308 | 798 | 925 | ||||||||||||
|
Amortization of prior service cost
|
129 | 260 | 387 | 780 | ||||||||||||
|
Amortization of net loss
|
164 | 197 | 493 | 593 | ||||||||||||
|
Net periodic benefit cost
|
$ | 572 | 803 | 1,717 | 2,410 | |||||||||||
The Company expects to contribute $2.0 million to these plans in 2010. As of September 30, 2010, the Company has contributed $1.3 million to the plans.
(B) Defined Benefit Postretirement Plans
The Company sponsors two healthcare plans to provide postretirement benefits to certain fully-vested individuals. The following summarizes the components of net periodic benefit costs.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Interest cost
|
$ | 34 | 33 | 103 | 98 | |||||||||||
|
Amortization of prior service cost
|
26 | 25 | 77 | 77 | ||||||||||||
|
Net periodic benefit cost
|
$ | 60 | 58 | 180 | 175 | |||||||||||
The Company expects to contribute minimal amounts to the plan in 2010.
20
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(6) SEGMENT AND OTHER OPERATING INFORMATION
The Company defines its reportable operating segments as domestic life insurance, international life insurance, and annuities. These segments are organized based on product types and geographic marketing areas. A summary of segment information for the quarters ended September 30, 2010 and 2009 is provided below.
|
Selected Segment Information:
|
||||||||||||||||||||
|
Domestic
|
International
|
|||||||||||||||||||
|
Life
|
Life
|
All
|
||||||||||||||||||
|
Insurance
|
Insurance
|
Annuities
|
Others
|
Totals
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||
|
September 30, 2010:
|
||||||||||||||||||||
|
Selected Balance Sheet Items:
|
||||||||||||||||||||
|
Deferred policy acquisition
|
||||||||||||||||||||
|
costs and sales inducements
|
$ | 41,811 | 206,620 | 504,973 | - | 753,404 | ||||||||||||||
|
Total segment assets
|
393,549 | 971,496 | 6,802,612 | 217,028 | 8,384,685 | |||||||||||||||
|
Future policy benefits
|
325,915 | 689,807 | 5,868,845 | - | 6,884,567 | |||||||||||||||
|
Other policyholder liabilities
|
11,816 | 18,064 | 107,155 | - | 137,035 | |||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||
|
September 30, 2010:
|
||||||||||||||||||||
|
Condensed Income Statements:
|
||||||||||||||||||||
|
Premiums and contract
|
||||||||||||||||||||
|
revenues
|
$ | 6,547 | 25,070 | 5,242 | - | 36,859 | ||||||||||||||
|
Net investment income
|
2,296 | 12,431 | 86,329 | 5,549 | 106,605 | |||||||||||||||
|
Other income (loss)
|
(9 | ) | 57 | 494 | 5,533 | 6,075 | ||||||||||||||
|
Total revenues
|
8,834 | 37,558 | 92,065 | 11,082 | 149,539 | |||||||||||||||
|
Life and other policy benefits
|
3,719 | 2,151 | 7,465 | - | 13,335 | |||||||||||||||
|
Amortization of deferred
|
||||||||||||||||||||
|
acquisition costs
|
2,881 | 9,702 | 20,025 | - | 32,608 | |||||||||||||||
|
Universal life and annuity
|
||||||||||||||||||||
|
contract interest
|
2,965 | 9,440 | 74,387 | - | 86,792 | |||||||||||||||
|
Other operating expenses
|
1,937 | 2,745 | (10,961 | ) | 4,098 | (2,181 | ) | |||||||||||||
|
Federal income taxes (benefit)
|
(1,030 | ) | 5,258 | 1,648 | 756 | 6,632 | ||||||||||||||
|
Total expenses
|
10,472 | 29,296 | 92,564 | 4,854 | 137,186 | |||||||||||||||
|
Segment earnings (loss)
|
$ | (1,638 | ) | 8,262 | (499 | ) | 6,228 | 12,353 | ||||||||||||
21
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
Domestic
|
International
|
|||||||||||||||||||
|
Life
|
Life
|
All
|
||||||||||||||||||
|
Insurance
|
Insurance
|
Annuities
|
Others
|
Totals
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2010:
|
||||||||||||||||||||
|
Condensed Income Statements:
|
||||||||||||||||||||
|
Premiums and contract
|
||||||||||||||||||||
|
revenues
|
$ | 20,596 | 73,862 | 14,450 | - | 108,908 | ||||||||||||||
|
Net investment income
|
11,798 | 25,550 | 212,737 | 11,655 | 261,740 | |||||||||||||||
|
Other income
|
206 | 350 | 2,953 | 16,885 | 20,394 | |||||||||||||||
|
Total revenues
|
32,600 | 99,762 | 230,140 | 28,540 | 391,042 | |||||||||||||||
|
Life and other policy benefits
|
12,014 | 17,385 | 10,742 | - | 40,141 | |||||||||||||||
|
Amortization of deferred
|
||||||||||||||||||||
|
acquisition costs
|
8,649 | 18,694 | 47,271 | - | 74,614 | |||||||||||||||
|
Universal life and annuity
|
||||||||||||||||||||
|
contract interest
|
8,299 | 21,789 | 137,335 | - | 167,423 | |||||||||||||||
|
Other operating expenses
|
8,268 | 13,966 | (2,512 | ) | 12,501 | 32,223 | ||||||||||||||
|
Federal income taxes (benefit)
|
(1,621 | ) | 9,775 | 13,056 | 3,613 | 24,823 | ||||||||||||||
|
Total expenses
|
35,609 | 81,609 | 205,892 | 16,114 | 339,224 | |||||||||||||||
|
Segment earnings (loss)
|
$ | (3,009 | ) | 18,153 | 24,248 | 12,426 | 51,818 | |||||||||||||
22
NATIONAL WESTERN LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
Selected Segment Information:
|
||||||||||||||||||||
|
Domestic
|
International
|
|||||||||||||||||||
|
Life
|
Life
|
All
|
||||||||||||||||||
|
Insurance
|
Insurance
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Annuities
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Others
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Totals
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(In thousands)
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September 30, 2009:
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Selected Balance Sheet Items:
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Deferred policy acquisition
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costs and sales inducements
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$ | 59,722 | 202,510 | 479,028 | - | 741,260 | ||||||||||||||
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Total segment assets
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397,154 | 1,019,901 | 5,698,414 | 157,769 | 7,273,238 | |||||||||||||||
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Future policy benefits
|
321,157 | 626,283 | 4,952,349 | - | 5,899,789 | |||||||||||||||
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Other policyholder liabilities
|
12,128 | 20,424 | 97,219 | - | 129,771 | |||||||||||||||
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Three Months Ended
|
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September 30, 2009:
|
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Condensed Income Statements:
|
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Premiums and contract
|
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revenues
|
$ | 8,166 | 25,706 | 7,518 | - | 41,390 | ||||||||||||||
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Net investment income (loss)
|
(364 | ) | 18,362 | 91,072 | 7,206 | 116,276 | ||||||||||||||
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Other income
|
2 | 17 | 1,647 | 3,420 | 5,086 | |||||||||||||||
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Total revenues
|
7,804 | 44,085 | 100,237 | 10,626 | 162,752 | |||||||||||||||
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Life and other policy benefits
|
8,233 | (1,141 | ) | 12,873 | - | 19,965 | ||||||||||||||
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Amortization of deferred
|
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acquisition costs
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1,136 | 10,495 | 16,805 | - | 28,436 | |||||||||||||||
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Universal life and annuity
|
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contract interest
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2,244 | 17,646 | 60,718 | - | 80,608 | |||||||||||||||
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Other operating expenses
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4,071 | 5,935 | 22,391 | |||||||||||||||||