Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 08, 2023

NATIONAL WESTERN LIFE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-55522

47-3339380

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


10801 N. Mopac Expy Bldg 3
Austin,	Texas	78759
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (512) 836-1010

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class to be registered:

Trading Symbol

Name of each exchange on which each class is to be registered:

Class A Common Stock, $0.01 par value

NWLI

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of the chapter) or Rule 12-b2 of the Securities Exchange Act of 1934 (§240.12b-2 of the chapter).

Emerging growth 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. ☐

Item 2.02 Results of Operations and Financial Condition

On November 8, 2023, National Western Life Group, Inc. ("Company") announced via press release the Company's financial results for the quarter and nine months ended September 30, 2023. A copy of the Company's press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 9.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

The press release is available at the Company's website, www.nwlgi.com.


Item 9.01 Financial Statements and Exhibits


Exhibit 99.1						Press Release of National Western Life Group, Inc. issued November 8, 2023 reporting financial results for the quarter and nine months ended September 30, 2023.

Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									NATIONAL WESTERN LIFE GROUP, INC.

Date: November 8, 2023									/S/Brian M. Pribyl
									Brian M. Pribyl
									Senior Vice President,
									Chief Financial Officer
									and Treasurer

EXHIBIT 99.1

National Western Life Group, Inc. Announces 2023 Third Quarter Earnings

Austin, Texas, November 8, 2023 ‑ Ross R. Moody, Chairman of the Board, President, and Chief Executive Officer of National Western Life Group, Inc. (Nasdaq: NWLI), announced today third quarter 2023 consolidated net earnings of $64.7 million, or $18.30 per diluted share of Class A Common Stock, compared with restated consolidated net earnings of $35.2 million, or $9.95 per diluted share of Class A Common Stock, for the third quarter ended September 30, 2022. For the nine months ended September 30, 2023, the Company reported consolidated net earnings of $106.7 million, or $30.17 per diluted share of Class A Common Stock, compared with $229.3 million, or $64.84 per diluted share of Class A Common Stock, a year ago. The Company's book value per share as of September 30, 2023 increased to $617.16.

In the quarters ended September 30, 2023 and 2022, the Company reported pretax earnings of $98.9 million and $44.9 million, respectively. Pretax earnings in the third quarter of 2023 benefited from a $25.7 million realized gain on the sale of a long-term investment asset as well as from a $19.4 million positive earnings adjustment to its fixed-index annuity product liabilities as a result of the Company's review of actuarial assumptions conducted annually in the third calendar quarter of each year.

The Company's reported results reflect the liability accounting required under the Accounting for Long-Duration Contracts ("LDTI") accounting standard effective in 2023. The Company's pretax earnings include a benefit of $29.4 million and $33.6 million for the quarters ended September 30, 2023 and 2022, respectively, for decreases in the Market Risks Benefits liability. Under LDTI, the Market Risk Benefits liability is determined based upon interest rate levels in effect at each respective reporting date with increases in interest rate levels producing decreases in the liability balance.

Commenting on the reported results, Mr. Moody noted, "In addition to reporting our financial results, it has been a very active and productive period for the Company as evidenced by our October 8th agreement to join Prosperity Life Group's organization through acquisition. While we continue to conduct our business operations in the normal course, we look forward to the merger being finalized in the first half of 2024 and combining resources with Prosperity Life Group's existing strong platform."

National Western Life Group, Inc. is the parent organization of National Western Life Insurance Company, which is the parent organization of Ozark National Life Insurance Company, both stock life insurance companies in aggregate offering a broad portfolio of individual universal life, whole life and term insurance plans, as well as annuity products. At September 30, 2023, the Company maintained consolidated total assets of $12.1 billion, consolidated stockholders' equity of $2.2 billion, and combined life insurance in force of $18.5 billion.

Caution Regarding Forward-Looking Statements:

This press release contains statements which are or may be viewed as forward-looking within the meaning of The Private Securities Litigation Reform Act of 2005. Forward-looking statements relate to future operations, strategies, financial results or other developments, and are subject to assumptions, risks, and uncertainties. These risks and uncertainties also include, (1) the timing of completion of the proposed merger (the "Proposed Transaction") contemplated by the Company's October 8, 2023 merger agreement (the "Merger Agreement") with S. USA Life Insurance Company, Inc. ("S.USA") and its direct wholly owned subsidiary ("PGH Merger Inc.") is uncertain; (2) the conditions to the closing of the Proposed Transaction may not be satisfied; (3) regulatory approvals required for the Proposed Transaction may not be obtained, or required regulatory approvals may delay the Proposed Transaction or result in the imposition of conditions that could have a material adverse effect on the Company or S.USA or cause certain conditions to the closing to not be satisfied, which could result in the termination of the Merger Agreement; (4) the business of the Company or S.USA could suffer as a result of uncertainty surrounding the Proposed Transaction; (5) events, changes or other circumstances could occur that could give rise to the termination of the Merger Agreement; and there are risks related to disruption of management's attention from the ongoing business operations of the Company or S.USA due to the Proposed Transaction; (6) the announcement or pendency of the Proposed Transaction could affect the relationships of the Company or S.USA with its clients, and operating results and business generally, including our ability to retain and attract employees; (7) the outcome of any legal proceedings initiated against the Company or S.USA following the announcement of the Proposed Transaction could adversely affect the Company or S.USA, including their ability to consummate the Proposed Transaction; and (8) the Company or S.USA mat be adversely affected by other economic, business, and/or competitive factors as well as management's response to any of the factors described in this paragraph. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents of the Company on file with the SEC. The Company does not undertake any obligation to update, correct or otherwise revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company and/or any person acting on its behalf are expressly qualified in their entirety by this section.

National Western Life Group, Inc.

News Release - Page 2

Summary of Consolidated Financial Results (Unaudited)

(In thousands except per share data)


		Three Months Ended			Nine Months Ended
		September 30,			September 30,
		2023	2022		2023	2022
Revenues:
Revenues, excluding investment and index option gains (losses)	$	150,462	153,962		464,259	481,558
Realized and unrealized gains (losses) on index options		(19,655)	(12,550)		5,246	(89,173)
Realized gains on investments		25,883	745		25,976	6,305
Total revenues		156,690	142,157		495,481	398,690

Benefits and expenses:
Life and other policy benefits		26,557	27,768		83,435	87,481
Policy benefit remeasurement (gains) and losses		8,360	9,827		8,360	9,827
Market risk benefits expense		(29,439)	(33,571)		6,733	(150,069)
Amortization of deferred transaction costs		20,326	21,613		63,600	67,549
Universal life and annuity contract interest		(10,417)	42,235		52,742	2,466
Other operating expenses		42,430	29,387		129,556	92,290
Total benefits and expenses		57,817	97,259		344,426	109,544

Earnings before income taxes		98,873	44,898		151,055	289,146
Income tax expense		34,148	9,710		44,392	59,869
Net earnings	$	64,725	35,188		106,663	229,277

Net earnings attributable to Class A shares	$	62,895	34,193		103,647	222,793

Diluted Earnings Per Class A Share	$	18.30	9.95		30.17	64.84

Diluted Weighted Average Class A Shares		3,436	3,436		3,436	3,436

					September 30,	December 31,
					2023	2022

Book value per share				$	617.16	602.56
Less: Per share impact of accumulated other comprehensive income (loss)					(146.23)	(131.52)
Book value per share, excluding accumulated other comprehensive income (loss) *				$	763.39	734.08

Book value per share excluding accumulated other comprehensive income (loss) is a non-GAAP financial measure. Accumulated other comprehensive income (loss) totaled $(531.7) million at September 30, 2023 and $(478.2) million at December 31, 2022. Since accumulated other comprehensive income (loss) fluctuates from quarter to quarter due to unrealized changes in the fair value of investments caused primarily by changes in market interest rates, National Western Life Group, Inc. believes this financial measure provides useful supplemental information.

Investor Relations Contact:

Brian M. Pribyl - Senior Vice President, Chief Financial Officer and Treasurer

(512) 836-1010

bpribyl@nwlic.com

www.nwlgi.com

Cover Page	Nov. 08, 2023
Cover [Abstract]
Entity Address, State or Province	TX
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	000-55522
Entity Central Index Key	0001635984
Document Period End Date	Nov. 08, 2023
Entity Registrant Name	NATIONAL WESTERN LIFE GROUP, INC.
Entity Tax Identification Number	47-3339380
Entity Address, Address Line One	10801 N. Mopac Expy Bldg 3
Entity Address, City or Town	Austin,
Entity Address, Postal Zip Code	78759
City Area Code	(512)
Local Phone Number	836-1010
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	NWLI
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false