Actuarial Appraisals Flashcards
Challenges in determining the value of an insurance company
- Long duration of liabilities
- Sensitivity to interest rate fluctuations and the performance of capital markets
- Subjective art of loss reserving
- Cyclical nature of insurance
- Impact of reinsurance recoverables
- Challenges associated with non-market competitors, such as state funds
- Varying state and sometimes federal regulations
- Impact of statutory accounting on operational decisions
- Influence of rating agencies
Techniques used by investment bankers to determine the value of a company
- Comparable company analysis - the value of the company is estimated based on the values of a peer group of comparable companies
- Comparable transaction analysis - the value is estimated based on results of recent insurance mergers that are similar
- Discounted cash flow analysis - the projected cash flows and terminal values are discounted to a net present value using the weighted average cost of capital (WACC)
Formulas for using a discounted cash flow analysis in an actuarial appraisal
- An actuarial appraisal is a discounted cash flow analysis
- Actuarial appraisal value = PV(distributable cash flows)
- Distributable cash flow = after-tax earnings - increase in required capital
- The discount rate is the weighted average cost of capital (WACC) from the Capital Asset Pricing Model
- WACC = r = r^D * %debt = r^E * %equity
r^D = required after-tax return on debt
r^E = expected return on equity = rf + B^E * (rm - rf)
rf = risk-free rate of return
B^E = the B (risk level) of a company’s stock
rm = expected rate of return for the market as a whole
%debt = D / (D+E)
%equity = E / (D+E)
D = market value of company’s debt
E = market value of a company’s equity
Components of the actuarial appraisal value
- Adjusted book value - this is the net worth of the insurance company on a statutory basis, adjusted for the value of miscellaneous items not captured elsewhere (see separate list from page 129 of this study note)
- The value of inforce business - this equals the present value of future profits arising from business that is on he books as of the valuation date. An adjustment is included to reflect the cost of capital.
- The value of future business capacity - this equals the present value of future profits arising from business that is expected to be written following the valuation date. An adjustment is included to reflect the cost of capital.
Uses of an actuarial appraisal
- Help value the company - potential buyers will make adjustments based on their internal views (see separate list of adjustments that are made)
- Form the bases for alternate accounting methods for cross-border transactions
- Can be adjusted to calculate pro forma earnings and to establish the opening purchase GAAP balance sheet
- Measure ongoing performance after the acquisition
Adjustments to the actuarial appraisal made by potential buyers
- Discount rate - a buyer will reflect its internal view of the appropriate discount rate
- Experience and product management assumptions - a buyer may adjust certain assumptions based on its internal views
- New business value - a buyer may adjust new business values based on its view of future business capacity
- Synergies - a buyer may reflect the benefits from anticipated synergies or cost savings
- Structure - a buyer may reflect the impact on the business of the buyer’s tax and RBC situations
Assumptions needed for actuarial appraisals
- Mortality - typically based on company experience compared to an industry standard
- Morbidity - also based on company experience
- Persistency - lapse assumptions and any shock lapses should be considered
- Investment returns and spreads - consider expected investment returns, reinvestment rates, and interest rates credited on insurance policies
- Operating expenses - could be based on various approaches (most commonly based on target unit expenses plus an unallocated expense)
- Discount rate - seller typically gives a range of reasonable rates instead of a specific rate (the Capital Asset Pricing Model may be used to determine this rate)
- Cost of required capital - the company will have an opportunity cost associated with setting aside capital to comply with required capital regulations
- Taxes - the actuarial appraisal should reflect a deduction for federal income taxes
Components of the adjusted book value (or net worth) of an insurance company
- Capital and surplus - includes statutory capital stock, contributed surplus, and retained earnings
- Asset valuation reserve (AVR) - this liability is part of surplus and is allocated to the lines of business
- Interest maintenance reserve (IMR) - this liability represents past interest-related capital gains not yet amortized into income
- Deferred tax asset - the admitted portion of the statutory deferred tax asset is deducted from adjusted book value
- Non-admitted assets - the realized value of assets that were non-admitted for statutory purposes, if they will contribute to earnings over time
- Surplus notes and other debt - a reduction is appropriate for any debts owed to another party
- Mark-to-market on assets allocated to adjusted book value - this component reflects some riskier assets that are allocated to adjusted book value
Approaches for using reinsurance to sell a block of business
- Assumption reinsurance - contracts are transferred from the seller’s books to the buyer’s books. The policyholder must be notified, and some states require policyholder consent to transfer the policy.
- Indemnity coinsurance - the financial interest is transferred to the buyer, but the policy stays with the seller. The policyholders do not need to be notified, but the seller remains in the middle of future transactions.
- Modified coinsurance - similar to indemnity coinsurance, except that the assets backing the liabilities remain with the selling company
The major objectives of mergers and acquisitions (M&A) due diligence
- Confirm strategic value: Successful M&A bids create more value after acquisition than existed prior. See separate list for examples of value-added strategies
- Confirm financial value: Establish there are no “holes” in the seller’s financials and develop the assumptions needed to support the buyer’s appraisal
- Confirm operational value: compare the operational areas of both parties to determine any potential system integration issues and quantify operational findings into financial values
- Construct appropriate bid
- Prepare for successful integration
Examples of value-added strategies used during M&A
- Increase in market share
- Derivation of synergies through complementary markets, products, or distribution
- Exploitation or leveraging of superior technology
- Increase in scale and ability to leverage existing resources better
- Preventing a new entrant from gaining a foothold in the market
The seller’s functional areas examined during the due diligence process of M&A operations
- Financial: requiring teamwork from the buyer’s accountants, actuaries, investment bankers, and other financial specialists
- Investments: Review of asset types, investment strategies, and assess any changes needed
- Tax: validate the tax strategies and quantify various options to the buyer
- Legal and compliance: The legal due diligence team determines if there are any legal impediments or hidden liabilities (See separate list for the variety of matters reviewed by the legal due diligence team)
- Marketing and distribution: marketing, specifically the distribution channels, holds the key to the value of new business, and significantly impacts the value of existing business
- Systems: ensure systems are operating efficiently, have proper licensing, and ongoing costs are ascertained
- Human resources: People-related costs can have a material effect on the value of a deal (See separate list for the required due diligence steps to review from the targets personnel, compensation, and benefits)
- Product management: affirm what the target’s practices are and plan how they will be integrated (See separate list for the key considerations in the due diligence process for life and annuity coverages)
- Claims: operational review includes claim intake, validation, and settlement
- Reinsurance: (See separate list for strategic and operational issues considered during due diligence)
- Risk management: if target risk management function is robust then their documentation should be very helpful to the due diligence team
- Actuarial: An actuary has the specific responsibility to translate the data and information developed by the due diligence team into quantified expressions of value
Matters reviewed by the legal and compliance due diligence team during a M&A process
- Proper formation and authorization of the target
- Corporate structure and ownership of subsidiaries
- Existence of prior acquisitions
- Compliance with applicable laws, including but not limited to: securities, tax, and insurance laws
- The results from the most recent market conduct exam and financial examinations
- In the case of life insurance companies, compliance of products with statutory and tax requirements
- In the case of reinsurance companies, compliance with state laws and regulations with respect to giving or receiving credit for reinsurance
- In the case of property casualty companies, the types of risks covered by contract forms (i.e. asbestos)
- Exposure to regulatory problems or lawsuits
- Material financing arrangements and any defulats thereunder
- Ownership of assets, including but not limited to intellectual property and real property
- Employee liabilities
- Other material contracts or agreements of any type
The required due diligence steps to review from the targets personnel, compensation, and benefits
- Schedules of personnel by function, salary, job grade; also, turnover and hiring plans
- Employment contracts, severance policies, special severance agreements, stock options, bonus plans, loans to staff, etc.
- Health, disability, retirement, and other benefit programs; retirement pension and health liabilities; benefits budgets and projections
- Benefits administration systems, use of vendors or consultants
- Comparison of seller’s benefits to buyer’s benefits, integration plans, and potential costs
- Potential liabilities that may be triggered by the transaction
- Whether any pension or health liabilities are underfunded
- Any cultural differences that need to be addressed
Product management key considerations in the due diligence process for life and annuity coverages
- Review underwriting philosophy and practice to determine if the formal guidelines are liberal or conservative
- The target’s handling of changes made to inforce policies must be ascertained
- Allocation of costs for corporate functions and external company-wide capital
- The target’s profit goals (may vary by product or market)
- The quality of the target’s relationships with their reinsurers, if applicable
- Confirm claims adjudication processes are appropriate for the product line
- The target’s policyholder management mechanisms should be identified
- Distribution channels: agents’ and policyholders’ reaction to the change of ownership should be estimated
Strategic and operational issues considered during the due diligence check of target’s reinsurance
- Functions that the reinsurer is responsible for managing, but in which the target company is at risk:
a) Asset management
b) Policy administration
c) Claims management
d) Underwriting - Ascertain the retention levels, rights, and options of the target company
- Identify the effect of reinsurance on the combined entity
- Identify the overall exposure to certain risks to make sure that the combined entity does not end up with more risk than desired