U.S. Nonlife Market Exit (2007) Kwon and Kim A Study of Exit Forms and Insurer Characteristics: Evidence from the U.S. Property/Liability Insurance Markets W. Jean Kwon St. John’s University, USA [email protected] Hunsoo Kim SoonChunHyang University, Korea [email protected] DRAFT – DO NOT QUOTE. American Risk and Insurance Association Conference August 5- 8, Quebec City, Canada This paper deals with market exit issues in the insurance industry. It examines how firm specific factors (measured in clusters of profitability, underwriting performance, liquidity, capital adequacy, size, business concentration and business structure) and external factors interact with market exit choices (voluntary liquidation, involuntary liquidation, and merger) in the regulated industry. Using the A.M. Best database of the U.S. property-liability insurance industry for 1999-2004 and a multinomial logit regression approach, we find that normal (non-exiting) firms and merged firms show similar characteristics. Particularly, asset not only significantly affects the probability that a firm continues its operation in the market. It also is a strong indicator of the firm’s preference of voluntary liquidation or merger to involuntary liquidation, when it considers exit from the market. Profitability and capital adequacy are also found to affect the exit forms. INTRODUCTION Theory suggests that regulation is costly and prohibits the regulated market from being contestable. A contestable market allows firms to enter it free of cost and, on exiting the market, to liquidate their capital without any loss for an alternative use (Baumol et al., 1982). Nevertheless, insurance markets globally have long been subject to stringent regulation. In the typical insurance market, firms incur sunk costs of operation and the costs are often irrecoverable. 1 A mere presence of regulation thus prohibits any market from achieving a Pareto optimal equilibrium. Besides, an exit barrier can deter potential suppliers’ entry to the market (Ilmakunnas and Topi, 1999; and Europe Economics, 2004). 1 Contestability theory also suggests that if an exit from a market is costless, firms entering the market would not fear of price reductions by incumbent firms. 1 U.S. Nonlife Market Exit (2007) Kwon and Kim Insurance regulators commonly believe that they can play a role to minimize problems of information asymmetry (e.g., noise in valuation of insurance contracts), of potential market power (e.g., predatory pricing by a single company or collusively by multiple companies) and of moral hazard (e.g., deviations in consumer behavior). They also believe they can generate some social equity effects (i.e., positive externalities) via, say, compulsory purchase of insurance by affected citizens and mandatory participation of insurers in residual risk pools and guaranty funds in selected lines of business. Paraphrasing it, they believe their activities protect the interests of both the insurance company and the policyholder. Of the two types of interests, regulators tend to emphasize that of the policyholder, thus imposing a number of regulatory measures on insurance companies and their operations. We can classify regulatory measures in insurance markets into four broad categories (Skipper and Kwon, 2007). First, an applicant of insurance business is commonly subject to market entry regulation, such as initial capital, fit-and-proper person, and license requirements. Second, rate and product regulation (particularly in personal lines) as well as prudential (also known as financial and solvency) regulation affect the operations of incumbent companies. On-going capital regulation via a solvency margin or risk-based capital approach is an example of this type of regulation. Third, market conduct regulation (including regulation of insurance intermediaries) and corporate governance regulation, which is related in part to the regulation of accounting transparency and investment regulation, are observed in insurance markets. Finally, regulators (should) respond to insurers showing signs of severe financial distress or operational difficulty. On reaching a conclusion that such a firm cannot be rehabilitated, the regulator may locate a buyer of the firm or seek a court order to initiate the liquidation process of the firm. The regulator’s active intervention, including overseeing the completion of the liquidation process, is typically known as (market) exit regulation. Kwon et al. (2005) conducted a survey of the regulatory environments that govern exit processes of insurance companies in selected countries in Asia, Europe and North America. Their finding confirms that insurers withdrawing from a line of insurance business or completely from the insurance business are subject to the close control of the local regulatory authority. They also find that exit regulation in insurance is a concern from a public policy viewpoint as well as from an economic activity viewpoint. Market Exit Choices In typical markets, the exit process of a firm can be initiated by equity-holders or debt-holders. Debt-holders may seek bankruptcy if the debtor company has defaulted on its debt. Even when the company is not on default, equity-holders may decide to sell it via merger or acquisition or voluntarily liquidate it.2 Of course, they more than often support business continuity and growth. The general bankruptcy act of the country (e.g., U.S. Bankruptcy Code) prescribes the market exit process in those markets. A “merger” occurs when two firms dissolve their businesses and emerge into a single, newly incorporated entity. An “acquisition" takes place when a firm retains its name, thus its business licensure, and the target firm dissolves and becomes part of the acquiring firm. 2 2 U.S. Nonlife Market Exit (2007) Kwon and Kim In insurance markets, two broad types of exit guidelines are observed. In some markets (countries), the governing law is the general bankruptcy code. In some other countries, insurance companies are subject to the market exit procedures stipulated in insurance act and regulations (e.g., the U.S.). In the remaining countries, insurers are subject to both the general code and the specific act. Although the specific rules governing insurer exits differ from state to state, the exit guidelines in the U.S. insurance acts are based mainly on the Uniform Insurers Liquidation Act of 1939 and the Insurers Rehabilitation and Liquidation Model Act of 2003 by the National Association of Insurance Commissioners. Insurance business is unique in that insurance companies are not much financially leveraged. For example, the U.S. property-liability industry had 0.2 percent of their liabilities in the form of borrowed money (A.M. Best, 2006). Conversely, their liabilities consist mainly of unearned premiums for unexpired risks and loss (future benefit) reserves. This finding implies that the major debt-holders (i.e., policyholders) are not likely to seek bankruptcy in the insurance market. In fact, few countries permit such an action by policyholders.3 Instead, their agent (i.e., the insurance regulator) is empowered to protect their monetary interests in the non-performing insurers and may even decide the fate of those companies. Under the normal circumstance, the exit decision of an insurance company is made by equityholders (or their management agent) or the regulator. Commonly permitted forms of exit in insurance markets are merger/acquisition and involuntary liquidation. Indeed, regulators in all known markets are empowered to take over the management control of insurance companies under severe financial distress or operational difficulty. In an increasing number of countries, the authority may even take over the control of the firm when it has failed to comply with the minimum on-going capital guideline (i.e., minimum solvency margin or risk-based capital). 4 In selected markets, the insurance company may initiate an exit process—what is termed as “voluntary liquidation” in this paper. Figure 1 illustrates the life cycle in the insurance market. For instance, financially and operationally sound firms—termed as “normal firms” in this paper—usually continue operations, merge with another or be an acquisition target. Voluntary liquidation may occur but occasionally. Involuntary liquidation should be rare. When an insurer experiences an extreme financial or operational difficulty, its equity-holders may consider other options to business continuation (discussed further in the internal managerial factor section). Ceteris paribus, they first may attempt a merger or acquisition, with which they hope to cash out some franchise value of the firm, and later (and if permitted) initiate voluntary liquidation, with which they forego the entire franchise value of the firm. Two conditions are commonly attached to the “voluntary liquidation” process. First, the insurer firm must acquire prior approval from the regulator of the exit process. Second, the firm is subject to the regulatory oversight until the completion of the process. The regulator may attach similar conditions to voluntary merger/acquisition. 3 Hong Kong is probably the only country where the law permits a group of 10 policyholders or more to file a bankruptcy petition for their insurance company. Solvency II of the European Commission also prescribes that a firm’s failure to comply with the minimum capital threshold would give rise to tough intervention by the regulatory authority, e.g., a freeze of assets or forced exit from the market (European Commission, 2002). 4 3 U.S. Nonlife Market Exit (2007) Kwon and Kim Figure 1: Life Cycle in the Insurance Market Alternatively, the insurance regulator may intervene with the operations of non-performing companies. It seems that regulators rarely use involuntary liquidation as their first choice of action. Instead, they offer those companies an opportunity to return to normalcy and guide them to do so (e.g., overseeing a corporate restructuring plan). When that attempt fails, they may place the companies under receivership for rehabilitation. On concluding that the rehabilitation attempt has also failed, regulators may arrange acquisition of the companies by unaffiliated insurers. In the case that two insurers experience a similar difficulty, the regulator may propose a merger between them as an alternative. When none of these choices work, regulators may deliver the ultimatum—involuntary liquidation—and dissolve the companies.5 Hence, the regulator’s choices of action in market exit regulation are: rehabilitation, merger/acquisition, and involuntary liquidation. The size of run off business—insurance obligations (liabilities) of insurance companies which were liquidated or ceased operations in selected lines or territories—continues to grow. Seventyone percent of the business is related to insurers’ liabilities, and the rest to reinsurers’. The run-off business is concentrated in the markets in Bermuda, France, Germany, Japan, the U.K. and the U.S. (ARC, 2003). Of which, the U.S. holds the largest share with estimated liabilities of US$150200 billion (PwC, 2007).6 5 “Conservation of assets” is synonymous with liquidation in several jurisdictions. 6 A KPMG survey (2006a) reveals that the total run-off liabilities in the London market were £38.2 billion, or around 19 percent of the U.K. nonlife insurance business. Another survey by KPMG (2006b) for life insurance shows run-off liabilities amounting to £53 billion, or 28 percent of liabilities of all U.K. life insurance firms. 4 U.S. Nonlife Market Exit (2007) Kwon and Kim In this study, we examine insurer exits based on the four forms of exits—staying firm, merger/acquisition, voluntary liquidation and involuntary liquidation. With the furtherance of the studies by Schary (1991) and BarNiv and Hathorn (1997), we also investigate by each stage of choice how the permitted set of exit choices is related to the characteristics reflecting the financial environment, internal management and the external environment. The paper is structured as follows. Immediately after this introductory chapter, we review existing theories and literature dealing with market exits in insurance. We then construct models to empirically examine insurer behaviors in the U.S. property-liability market. The final chapter summarizes our findings and policy implications. REVIEW OF LITERATURE Several studies examine suppliers’ entry to and entry barriers in a competitive market (e.g., Bain, 1956; Baumol et al., 1982; and Bernheim, 1984) or market exits in a competitive market (e.g., Resnick, 1998; and Peach, 1998). However, studies about market exits in the financial services sector, particularly in the insurance industry, are limited in scope and deal mainly with M&A or insolvency. For example, Altman (1968), Trieschmann and Pinches (1973), Hershbarger (1990) and several other studies examine how to predict insurer insolvency, and Brown et al. (1999) and Carson and Hoyt (2000) causes of insolvency. BarNiv and Hathorn (1997) examine factors affecting bankruptcy, voluntary retirement and merger of financially distressed insurers. Similarly, Schary (1991) explores the determinants of the form of exit in non-insurance markets. However, no study has examined the fuller multiplicity of exit choices—merger and acquisition, voluntary liquidation and involuntary liquidation. Numerous factors affect the life cycle of the insurance company. We group them broadly into: financial factors, internal management factors and external (political) factors. The financial factors can be further classified into those related to profitability, underwriting performance, liquidity and capital adequacy. Financial Factors All other things equal, the owners of the exiting firm would attempt to maximize their own wealth before liquidation as well as the residual value of the firm at liquidation. Similarly, the non-owner management of the firm would attempt to increase not only their economic wealth until liquidation but also their values in the job market they wish to enter after liquidation. In other words, a firm at a declining stage of business life cycle may form an exit strategy instead of, as Resnick (1998) argues, making a further capital commitment to the business. Karakaya (2000) supports the argument such that voluntary liquidation helps shareholders salvage their investment in the liquidated firm. Peach (1998) also suggests that firm owners and their agents have every incentive to recover their investment capital as much as legally permitted. We can observe the strength of the wealth motive of the equity holders and management (i.e., the insurance company) based on profitability, underwriting performance, liquidity, capital adequacy and the capital itself. 5 U.S. Nonlife Market Exit (2007) Kwon and Kim Profitability. Several proxy variables have been used to measure insurer profitability. For example, the NAIC uses the ratio of 2-year investment yield average to invested assets for its IRIS analysis. BarNiv and Hathorn (1997) use the ratio of net income to total assets (ROA) to proxy measure the wealth motive.7 It is assumed that the higher, say, the ROA ratio, the more it is likely that the firm continues operation or becomes an M&A target. Underwriting Performance. Several conventional financial ratios have been used to measure the underwriting performance of insurance companies. The loss ratio (LR), which often includes loss adjustment expenses, represents the pure cost of insurance coverage (e.g., Angoff, 2005) whereas the expense ratio is related to the non-claims-related activities of the insurer. The sum of these two ratios (i.e., the combined ratio or COMB_R) thus portrays the soundness of underwriting operations (e.g., Berger et al., 1992; Cummins and Danzon, 1997; and Hoyt and Powel, 2005).8 Ceteris paribus, the lower the loss (or combined) ratio, the healthier the company and the more likely it stays in business or becomes an M&A target. Liquidity. We find two proxies for the liquidity factor in the insurance business. Carson and Hoyt (1995) employ the ratio of liabilities to liquid assets (LQAST), which represents the insurer’s ability to meet claims.9 Trieschmann and Pinches (1973) use agent’s balance to surplus (AGBAL), although this seems to reflect more of the intermediaries’ concern about the insurer’s claims paying ability (especially when they capture a signal indicating possible insolvency of the insurer) or merely of the insurer’s account receivable management ability rather than the pure liquidity of the insurer. All other being equal, we expect that normal firms or potential M&A targets reveal a higher LQAST or a lower AGBAL ratio than other firms. Capital Adequacy. We may safely assume that (highly) adequately capitalized firms prefer staying in business or are attractive M&A targets. Capital adequacy can be proxy measured by the NAIC risk-based capital ratio (e.g., Cox, 2004) or a similar ratio such as the BCAR ratio by A.M. Best Company, although both ratios reflect more about the insurer’s ability to absorb a host of risks (shocks) than purely about its capital adequacy (Pottier and Sommer, 2002). We may also assume that firms with a low ratio of net premiums written to policyholders’ surplus (NPWSUR) is relatively better capitalized (Ambrose and Steward, 1988) and has a strong growth potential. The quality of reinsurance, as measured by the surplus-aid-to-surplus ratio (SURAID), has also been used by the NAIC as an IRIS test element to measure capital adequacy of insurance companies. Given that such surplus aid is generally available in proportional treaty reinsurance, it is not known a priori whether this ratio is powerful enough as a factor affecting the basket of market exit choices. 7 One may also consider the ratio of net income to policyholders’ surplus as a proxy. For example, Cummins and Nini (2002) and BarNiv and McDonald (1992) use the return on equity. However, this ratio falls short of representing fully the wealth motive of a company (i.e., the firm’s total investment performance). 8 The operating ratio can be another proxy but represents in part the investment performance of the company. 9 A related issue in exit regulation is valuation of outstanding insurance obligations. Generally, valuation of unearned premiums tends to be direct, but valuation of loss reserves—including incurred-but-not-reported (IBNR) losses—can be very complicated, especially for long-tail or volatile lines of business. In the case of a merger or acquisition involving a financially and operationally sound firm, measurement of the franchise value of insurance business becomes another issue. 6 U.S. Nonlife Market Exit (2007) Kwon and Kim Capital (Firm Size). Generally, the greater the size of capital input such as surplus or assets, the greater the wealth motive of the equity-holders and management of the firm. Indeed, Fok et al. (1997) find some relationship between risk and profitability of large and small insurance companies. Assets and policyholders’ surplus are also used by Carson and Hoyt (1995) and BarNiv and McDonald (1992). Internal Managerial Factors Insurers may exit markets for reasons other than financial ones.10 In fact, they may do so for a good cause. As illustrated in Figure 1, healthy companies may voluntarily merge or be acquired by another insurer. Through merger, they expect improvement in scale and scope economies. Insurers may acquire other firms for similar reasons. Whether the target is financially or operationally sound or is made available as a result of regulatory receivership should matter little as long as the merger partner or the acquiring company believes that the target company possesses some on or off balance-sheet value over the price they are willing to pay. Certain internal forces (i.e., managerial decision) may pull a company out of market. A firm may cease its operation when it no longer realizes a sustainable rate of return, which we have already discussed in the preceding section. Other internal forces are likely ownership structure, business concentration, and product distribution channels. Ownership Structure. Ownership structure of the firm has been an important variable in efficiency and performance studies since Mayers and Smith (1988), although the findings are not consistent. Hence, it is not known whether the separation of ownership and management as in stock companies are more likely to initiate voluntary liquidation than to wait for regulatory intervention. The effect of the conflict between the principal and the agent can be proxy estimated using a dummy stock-mutual classification. (Refer also to the discussion later about the relationship between ownership structure and the political environment.) Business Concentration (Diversification). Portfolio theory suggests that the wider the scope of business of an insurer by line or geographically, the more diversified its insurance risk portfolios and the less likely the firm exits the market (unless the exit is to realize a higher market value of the firm than its intrinsic value), all others being equal. No previous studies are found to have employed operational variables for this type of study. Nevertheless, one can attempt to proxy measure concentration of business in the insurance market with a Herfindale index. Specifically, the skewness of insurance risk portfolios to one or a few lines of business can be calculated using the following equation: 2 P remium i 100 , CONCENT Total P remium where i stands for the line of business. A CONCENT ratio (percentage) near to zero indicates the firm’s risk portfolios are well-diversified. A ratio near to 100 percent indicates that the company is specialized in a very few lines of business, the extreme being the case of monocline insurers. 10 Insurance firms may change their country (state) of domicile or name, or transform a branch into a subsidiary. Redomestication, localization and name change do not carry the managerial intent to exit a market and are not examined in this paper. 7 U.S. Nonlife Market Exit (2007) Kwon and Kim Product Distribution Channels. After having observed market practices, some contend that differences in insurer expenses can be explained by the distribution channels they use such as direct writing and agency writing. Such a contention is probably too strong in today’s markets where insurers increasingly prefer a mix of multiple distribution channels to a single channel. Besides, Lee (1989) finds constant returns constant returns to scale among direct writers in the U.S. property-liability market. Whether insurance firms would behave differently based on the market distribution channel thus is not known a priori. External Political Factors The political environment is assumed to affect the speed and quality of regulatory intervention with firms experiencing financial or operational difficulty within the jurisdiction. 11 For example, one may examine whether insurance commissioners chosen by the public would pay more attention to the protection of policyholders’ interest than commissioners appointed by the head of the state.12 In the U.S. state markets where both voluntary and involuntary liquidation are permitted, it is not known a priori which one will respond first to the sign of bankruptcy—the insurer or the regulator. All other being equal, the management (also representing equity-holders) of a firm would have a faster access than the regulator to signals indicating financial or operational difficulty of the firm. 13 However, whether the firm will respond fast to the signals may depend, as discussed earlier, on the expected net worth of the firm and the strength of the wealth motive of the management.14 For example, Lee et al. (1997) and Grace et al. (2005) find that the managers of stock insurance companies take on additional level of risk, as compared to owners of mutual firms, when the firm is under financial distress. Further, it can be contended that until detected by the regulator, the management of financially troubled firms might assume greater risk until bankruptcy when the liability of the firm is limited (e.g., stock companies) or when the guaranty fund system would cover the losses of their policyholders and claimants (Grace et al., 2005). Conversely, the weaker the wealth motive of the management or the smaller the net worth of the firm they can recover from taking on an additional level of risk, the less likely that the management takes a prompt action of liquidation. A slow response by the management to the signals may lead to the regulator’s taking over the control of the firm. 11 Of course, other external forces, such as changes in government policy, certain developments in the legal environment and catastrophic insured losses, can affect the national or regional market. In this paper, we only examine state-specific external factors. 12 In Florida, the insurance commissioner is appointed by the head of the financial services regulation who is appointed by the governor. 13 This is an extension of the agency theory by Jensen and Meckling (1976): the manager has superior information to the shareholder or the policyholder about the firm. 14 For foreign direct investment, Nees (1981) and Boddewyn (1983) argue that the fact that a firm is exiting an overseas market would often signal a failure where the investors play a waiting game. They may decide to withdraw from the market only after having tried to revive the firm, thus the return of their investment, and only with a support of the top management and others. See also Matthyssens and Pauwels (2000). 8 U.S. Nonlife Market Exit (2007) Kwon and Kim Table 1: Market Exit Factors in Insurance Financial Category Profitability Underwriting Performance Liquidity Capital Adequacy Capital Managerial Political a b Variable ROA INVYD LR CR LQAST AGBAL NPWSUR BCARb Ln(Asset) SURPLUS CONCENTb DISTRIb OWNER COMM Description Net income ÷ Assets Two-year investment yield average based on cash + invested assets (IRIS6)a Loss ratio (Losses & LAE incurred ÷ Premiums earned) Combined ratio Liabilities ÷ Liquid assets (IRIS8) Agents’ balance to surplus (IRIS9) Net premiums written ÷ Surplus (IRIS2) Best’s Capital Adequacy ratio Log of total assets Policyholders’ surplus Line concentration (a Herfindale index) Agency vs. direct vs. mixed marketing channels Dummy (stock vs. mutual ownership) Dummy (appointed vs. elected commissioner) IRIS refers to the Insurance Regulatory Information System of the NAIC. Due to data instability, these factors are not examined in this paper. The conflict resulting from this type of information asymmetry is less likely to arise when the law bars voluntary liquidation. However, such a measure does not guarantee that the regulator will effectively assist insurance companies under distress. Besides, whether or not voluntary liquidation is permitted may matter little in markets where the regulator’s decision reflects more of the interest of the industry than of the consumer, i.e., when evidence of capture theory of regulation is found. Similarly, political traits and the philosophy of the regulatory authority, let alone the operating efficiency of the authority, can make a difference in the speed and the cost of the exit from the market. We list these factors in Table 1. The table also offers specifics of the candidate variables for the empirical investigation of this study. Ranking Market Exit Choices By default, every company wishes to continue operations. If, however, it decides to exit the market—for a good cause or not—the company needs to rank the choices given to them. If it is financially and operationally sound, the only reasonable choice under the usual circumstance would be merger/acquisition at the right price. In the case of a company experiencing a severe financial or operational distress and wishing to exit the market, there are several choices but the company may not be able to fully control its rank of preference. If the signs signaling the distress are not captured by the regulator or if the regulator decides to let the company find a reasonable solution, it may prefer merger/acquisition followed by voluntary liquidation. With the regulatory intervention, the company is likely subject to the following sequence of actions—rehabilitation, merger/acquisition and involuntary liquidation. 9 U.S. Nonlife Market Exit (2007) Kwon and Kim Merger/acquisition remains as a choice for all types of insurance companies. To date, however, no data of the U.S. insurance markets are known to have separated all mergers and acquisitions by the relevant status of the firm (i.e., normal firm, voluntary liquidation or involuntary liquidation). Nonetheless, data compiled by SNL (1999-2007) show that the average purchase price to book value of all mergers and acquisitions in the U.S. property-liability insurance market was almost 2.0 for the 1997-2006 period.15 The median price to earnings ratio also ranged between 10 and 20 in most quarter-year periods except for 2006.16 These findings imply that generally mergers and acquisitions in the market occur when the other party in the contract captures some on- or off-balance sheet value from the merger/acquisition contract. EMPIRICAL INVESTIGATION The model comprises one dependent variable with four codes (see below) and multiple variables representing financial, managerial and political factors affecting exit decisions. For the empirical investigation, we employ a multinomial logistic (MNL) regression model expressed as:17 pj e 'j X je 'j X for j = 1,…, k+1. where X is a vector of independent variables and is a vector of parameters. By setting k+1 to 0 (a zero vector) for normalization, we obtain: pk 1 1 je 'j X . This results in the j logit having the following form: log pj 'j X for j = 1,…, k+1. p k 1 In this logit form, the right-hand-side of the equation is the natural log of odd-ratio; that is, the risk ratio of two probabilities of, say, voluntary vs. involuntary liquidation. Using maximum likelihood estimation (MLE), we estimate variable parameters in a linear form. The dependent variables are divided into four mutually exclusive business status depicted in Figure 1. They are coded as:18 15 The average is based on quarterly-year observation of the ratio and the data have some missing observations due to data unavailability or non-existence of transactions during the quarter-year period. 16 Again, there are several missing observations. 17 The assumptions of normality and homoscedasticity would be violated with OLS regression model. Refer to Borooah (2001) for further discussion of MNL. See also BarNiv and McDonald (1992) for various types of methodologies that others have used to measure/predict insurer insolvency. 10 U.S. Nonlife Market Exit (2007) Y Kwon and Kim = 0 for normal insurer (non-exiting firm); = 1 for insurer exiting through voluntary liquidation; = 2 for insurer exiting through merger or acquisition; and = 3 for insurer forced to exit through involuntary liquidation. The data used for our study include normal firms as well as those exited the insurance market during 1999~2004. There are two main data sources. One is A.M. Best database for propertycasualty firms. The other is the market exit information published annually in Best’s Reports (property-casualty edition). We keep only stock and mutual companies and only pure exit cases; that is, firms under rehabilitation (receivership) are excluded from the study. Neither do we consider insurers that changed names or redomesticated to a new jurisdiction. In this paper, we use observations one-year prior to the declaration of exit. Non-insurance specific data are collected from U.S. state governments and other reliable sources. The final data set has 2,200 observations. Due to the instability of the initial estimation for CONCENT, BCAR and for DISTRI (due to use of multiple marketing channels by a number of insurers), we decide to exclude these two variables from further estimation.19 Preliminary Findings Findings from the Pearson correlation matrix show that the profitability variables (INVYD and ROA) are highly correlated. Similar high correlations are found for the variables representing underwriting performance (LR and CR) and capital (ASSET and SURPLUS). We find no strong correlations for variables representing liquidity (LQAST and AGBAL). Table 2 shows descriptive statistics of independent variables by exit type. As expected, investment yields (INVYD) and returns on assets (ROA) show similar patterns. However, their means and medians are lowest for merged firms and highest for involuntary liquidated firms, which appear to be counter-intuitive; that is, financially troubled firms tend to maintain their profitability during the one year period prior to exit, Underwriting performance measured by the loss ratio shows voluntarily exiting firms have the highest ratio on average as well as in terms of median. In contrast, involuntarily exited firms had the lowest ratio, indicating that they are on run-off and have probably met most of the insurance obligations. The combined ratio is also lowest for involuntarily exiting firms. This contrasts to the relatively high combined ratios for firms exiting voluntarily or through merger/acquisition. The high loss ratio for voluntary liquidation is probably indicative to the failure in underwriting, claims management, excess marketing, or some combination of these effects. 18 Since there is no particular order among the four alternatives, we may apply an unordered multiple choice regression model, which is equivalent to a multinomial logit regression model. 19 A preliminary examination shows normal firms with the lowest business concentration ratio (CONCENT), implying that they tend to maintain more diversified risk portfolios, in terms of premium volume by line, than any other firms. 11 U.S. Nonlife Market Exit (2007) Kwon and Kim Liquidity measured by the liquidity ratio (LQSAT) and agent’s balance (AGBAL) is again lowest for involuntary liquidation. Merger/acquisition follows it with the second lowest ratios for both variables. Voluntarily liquidated firms have the highest ratio of liability to liquid asset (LQAST) and the highest amount of agents’ balances expressed as a percentage of policyholders’ surplus (AGBAL). This implies a possibility that insurance intermediaries may hold premium forwarding to insurers whose financial soundness they doubt; that is, those intermediaries protect policyholders and claimants from those unhealthy firms. Regulators often use the ratio of net premiums to surplus (NPWSUR) as a proxy measure of the underwriting leverage of the insurer. They supplement this with the surplus ratio (SURAID) to measure the primary insurer’s dependency on (proportional treaty) reinsurance for capital surplus. The summary statistics show that voluntarily liquidated firms tend to behave differently from other types of insurers. Although not proven in this paper, we suspect that the management of a typical to-be-voluntarily liquidated firm might attempt to maximize the residual value of the firm by engaging in, say, cash flow underwriting, or using reinsurance for the sake of generating ceding commissions. This contrasts to the case of merger/acquisition which shows the lowest NPWSUR ratio. This may imply that the merger partner or acquiring firm probably captures some growth potential (a type of franchise value) of the target firm. The average for normal firms is in line with the industry average. The cases of normal operation and merger/acquisition show large asset sizes, in terms of mean and median. In fact, asset sizes of merged firms appear not to be quite different from those of normal insurers, an observation consistent with most other variables in the table. In contrast, firms exiting through involuntary liquidation tend to have the smallest asset size among all types of firms. The political environment factor measured by COMM (1 for elected commissioner) shows the highest average for merger/acquisition and the lowest average for involuntary liquidation. 12 U.S. Nonlife Market Exit (2007) Kwon and Kim Table 2: Descriptive Statistics of Independent Variables Comparison of means and medians of normal, voluntarily liquidated, merged/acquired, and involuntarily liquidated property-liability insurers. Analysis based on the data 1 year prior to actual exits. Type All types Involuntary liquidation Merger/ acquisition Voluntary Liquidation Normal Firm Mean N SD Minimum Max INVYD ROA LR COMB_R LQAST AGBAL NPWSUR ASSET SURPLUS OWNER 5.1188 5.0077 72.5996 107.0286 63.6374 14.4680 91.9451 10.9228 23432.16 .18 COMM .20 2096 2096 2096 2096 2096 2096 2096 2096 2096 2096 2096 1.73459 1.76316 122.41554 128.59833 71.57419 51.74131 104.96792 1.85240 21351.961 .388 .401 .00 .00 -199.80 -99.90 -99.00 .00 .00 6.55 -1869 0 0 26.00 26.00 1999.80 999.90 999.00 999.00 999.00 18.00 99400 1 1 Median 5.0000 5.2000 70.8000 102.7000 63.0000 5.0000 71.0000 10.6750 16084.00 .00 .00 Mean 5.4182 5.3655 159.3673 174.1836 152.7636 109.0182 366.0364 10.4369 13854.00 .09 .25 55 55 55 55 55 55 55 55 55 55 55 2.60833 2.54582 328.80953 191.84462 191.02171 264.25377 387.13779 1.47357 21214.043 .290 .440 0 N SD Minimum .00 .00 -1.50 .00 .00 .00 .00 6.70 -9644 0 15.00 14.70 1999.80 999.90 999.00 999.00 999.00 13.86 76819 1 1 Median 5.0000 5.4000 95.7000 129.2000 107.0000 13.0000 196.0000 10.1200 6144.00 .00 .00 Mean 4.4118 4.2882 56.1059 161.2941 43.8824 5.2353 40.5294 11.0071 26433.82 .29 .35 17 17 17 17 17 17 17 17 17 17 17 1.80481 1.70803 46.85062 251.40335 33.91328 6.31990 38.83317 2.28989 25378.174 .470 .493 Minimum 1.00 1.00 -3.40 -99.90 .00 .00 .00 7.22 739 0 0 Max 8.00 7.60 147.60 999.90 103.00 17.00 103.00 15.33 81684 1 1 Median 4.0000 4.4000 71.7000 111.5000 48.0000 1.0000 48.0000 10.4300 13568.00 .00 .00 Mean 5.6563 5.4094 29.5500 51.2719 40.2813 13.8125 99.5938 8.9553 7408.78 .13 .09 32 32 32 32 32 32 32 32 32 32 32 3.11717 3.23054 50.13764 69.68934 45.87798 39.10238 195.98483 1.72564 12063.540 .336 .296 0 Max N SD N SD Minimum .00 .00 -96.20 -52.50 .00 .00 .00 6.50 270 0 20.00 19.50 127.10 193.80 162.00 186.00 999.00 14.26 67892 1 1 Median 5.5000 5.3500 .0000 .0000 16.0000 .0000 .0000 8.7000 5242.00 .00 .00 Mean 5.1286 5.0170 74.0151 108.3158 65.3732 16.7509 98.5114 10.8826 22982.84 .18 .20 Max N SD Minimum Max Median 2200 2200 2200 2200 2200 2200 2200 2200 2200 2200 2200 1.79010 1.81623 131.14331 131.78267 77.59701 67.12846 128.79135 1.86098 21401.683 .386 .402 .00 .00 -199.80 -99.90 -99.00 .00 .00 6.50 -9644 0 0 26.00 26.00 1999.80 999.90 999.00 999.00 999.00 18.00 99400 1 1 5.0000 5.2000 70.9500 103.1000 64.0000 4.0000 71.0000 10.6250 15456.00 .00 .00 13 U.S. Nonlife Market Exit (2007) Kwon and Kim Evaluation of Exit Preference – Multivariate Model The key objective of this study is to identify the factors correlating exit choices (affecting exit decisions) and their impact on each stage of the life cycle of insurance companies. In this paper, we attempt to find a multivariate model explaining the dependent variable—exit choices—using a multi-stage process. For the first multivariate model, we choose one variable for each of the seven factor categories. Like BarNiv and Harthorn (1997) we select ROA for profitability instead of INVYD, because the latter explains only investment performance rather than overall profitability. We select LR for underwriting performance because it better represents pure underwriting performance than COM_R. For liquidity, LQSAT is preferred to AGBAL because AGBAL does not capture the entirety of the insurer’s liquidity. For size, we choose Ln(Asset) because several insurers have negative SURPLUS. For each of the other categories, we have only one variable for each factor—NPWSUR for capital adequacy, OWNER for organizational structure (stock vs. mutual) and COMM political environment (appointed vs. elected). Later we also run the alternative model using the other variables not selected for the first model. Table 3 shows the parameter estimates of explanatory variables and goodness-of-fit of the model. Our multi-logit model is good for empirical testing at 1 percent level of significance, with the explanatory power of 20.2 percent. We find no sign of multicolliniarity among the final independent variables. Table 3: Log-likelihood Test Result X Parameter Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER Model fit: -2log likelihood 854.042 862.160 863.757 859.381 925.503 900.664 858.951 859.625 2 8.118 9.715 5.39 71.461 46.621 4.908 5.582 Probability a 0.044 0.021 0.149 0.000 0.000 0.179 0.134 log-likelihood = 854.042 (significant at 1% level) Pseudo R2 a = 0.220 a Nagelkerke The discussion of findings in this section begins with the case of normal insurance companies. As elaborated earlier in the paper, a normal firm may stay normal, be a merger/acquisition target or become financially/operationally unstable. When it in fact experiences such instability, it may still consider merger/acquisition or attempt voluntary liquidation. If the regulator captures that instability, the company may be subject to involuntary liquidation as well. We discuss each case below. Base Group—Normal Firm. Using the group of normal firms (coded 0 in the dependent variable) as the reference, we can estimate the impact of each of the variables in the final model on the firm’s choice of exit from the market, or: 14 U.S. Nonlife Market Exit (2007) log Kwon and Kim p1 = – 2.658 + 0.118ROA* + 0.001LR* + 0.002LQAST* + 0.005 NPWSUR* p0 – 0.304Ln(Asset)* – 0.158COMM + 0.751OWNER log p2 = – 4.053 – 0.208ROA – 0.001LR – 0.006LQAST – 0.010 NPWSUR* p0 + 0.220Ln(Asset) – 0.851COMM* – 0.753OWNER log p3 = + 2.354 + 0.141ROA* – 0.010LR* – 0.002LQAST – 0.004 NPWSUR* p0 – 0.849Ln(Asset)* + 0.832COMM + 0.653OWNER where the asterisk (*) denotes statistical significant at the p = 0.1 level or lower. See also Table 4-A for a summary of the same results. The findings show that whether a firm is likely to continue its operations or to be subject to voluntary liquidation (denoted as log p0 / p1 ) is affected by all five financial factors but not by managerial or political factor. As shown in the last column of Table 4-A, the eβ—a measure of factor influence for a unit change in the denominator—for capital adequacy indicates that one unit “increase” in NPWSUR increases the risk ratio (p1/p0) by 1.005 times. That is, a rise in NPWSUR (net premium written to surplus) is more related to voluntary liquidation rather than staying in business. We find a similar relationship for profitability, underwriting performance and liquidity, but the actual impact is negligent as the ratios are almost one. If, however, the firm becomes large in size in terms of In(Asset), the more it is likely to consider to stay in the market rather than considering voluntary liquidation. In the case between normal firms and merger/acquired firms, the result shows that NPWSUR is the only variable significant at 0.1 level and improvements in capital adequacy may affect the company more in favor of staying in a market. However, the actual impact (0.999) may be negligent. Given also that other factors are found statistically insignificant, we conclude that there is little difference between normal firms and merged/acquired firms. This is consistent with our discussion in the paper as well as in the preliminary statistics. In the case between normal firms and involuntarily liquidated insurers, we find that a rise in profitability or capital adequacy is likely to cause insurers to consider involuntary liquidation rather than staying in the market. It is more likely so when the decision is based on the overall profitability (INVYD) than capital adequacy (NPWSUR). Although the actual impact of the premium-to-surplus ratio is negligent, the result for ROA is not in line with our assumption—an issue warranting further investigation. 15 U.S. Nonlife Market Exit (2007) Kwon and Kim Table 4-A: Parameter Estimates (Base =0, NORMAL firms) 3. Involuntary liquidation 2. Merger/ acquisition 1. Voluntary liquidation X Parameter Std. Error Wald Estimate Intercept - 2.658 1.150 5.344 ROA 0.118 0.067 3.099 LR 0.001 0.001 3.705 LQAST 0.002 0.001 4.134 NPWSUR 0.005 0.001 65.511 Ln(Asset) - 0.304 0.099 9.326 COMM - 0.158 0.362 0.191 OWNER 0.751 0.512 2.152 Intercept - 4.053 1.544 6.888 ROA - 0.208 0.138 2.248 LR - 0.001 0.003 0.178 LQAST - 0.006 0.008 0.533 NPWSUR 0.010 0.006 3.182 Ln(Asset) 0.220 0.138 2.550 COMM - 0.851 0.519 2.686 OWNER - 0.753 0.563 1.784 Intercept 2.354 1.539 2.341 ROA 0.141 0.069 4.209 LR - 0.10 0.004 5.878 LQAST - 0.002 0.004 0.318 NPWSUR 0.004 0.001 8.445 Ln(Asset) - 0.849 0.160 28.120 COMM 0.832 0.621 1.797 OWNER 0.653 0.572 1.301 a p-value for Z test b Factor change in odds for unit increase in variable X j * indicates .05 level significance, and ** .01 level significance. Proba 0,021 0.078 0.054 0.042 0.000 0.002 0.662 0.142 0.009 0.134 0.673 0.466 0.074 0.110 0.101 0.182 0.126 0.040 0.015 0.573 0.004 0.000 0.180 0.254 eβ b * * * * ** * 1.125 1.001 1.002 1.005 0.738 0.854 2.120 * * * * * * ** 0.813 0.999 0.994 0.990 1.246 0.427 0.471 1.151 0.990 0.998 1.004 0.428 2.298 1.921 Table 4-B: Parameter Estimates (Base =2, merger/acquisition) 3. Involuntary liquidation 1. Voluntary liquidation X Parameter Std. Error Wald Estimate Intercept 1.396 1.919 0.529 ROA 0.325 0.153 4.494 LR 0.003 0.003 0.633 LQAST 0.008 0.008 1.039 NPWSUR 0.015 0.006 6.699 Ln(Asset) -0.524 0.169 9.543 COMM 0.693 0.630 1.208 OWNER 1.504 0.759 3.926 Intercept 6.408 2.172 8.707 ROA 0.348 0.154 5.110 LR -0.008 0.005 2.688 LQAST 0.003 0.009 0.142 NPWSUR 0.014 0.006 5.706 Ln(Asset) -1.069 0.211 25.721 COMM 1.682 0.806 4.360 OWNER 1.406 0.800 3.087 a p-value for Z test b Factor change in odds for unit increase in variable X j * indicates .05 level significance, and ** .01 level significance. 16 Proba 0.467 0.034 0.426 0.308 0.010 0.002 0.272 0.048 0.003 0.024 0.101 0.706 0.017 0.000 0.037 0.079 eβ b * * ** * * * * ** * * 1.384 1.003 1.008 1.015 0.592 1.999 4.499 1.417 0.992 1.003 1.014 0.343 5.379 4.078 U.S. Nonlife Market Exit (2007) Kwon and Kim Table 4-C: Parameter Estimates (Base =1, voluntary liquidation) 3. Involuntary liquidation X Parameter Std. Error Estimate Intercept - 1.396 1.919 ROA - 0.325 0.153 LR - 0.003 0.003 LQAST - 0.008 0.008 NPWSUR - 0.015 0.006 Ln(Asset) 0.524 0.169 COMM - 0.693 0.630 OWNER - 1.504 0.759 a p-value for Z test b Factor change in odds for unit increase in variable X j * indicates .05 level significance, and ** .01 level significance. Wald 0.529 4.494 0.633 1.039 6.699 9.543 1.208 3.926 Proba 0.467 0.034 0.426 0.308 0.010 0.002 0.272 0.048 eβ b * * ** * 0.722 0.997 0.992 0.985 1.688 0.500 0.222 Base Group—Merger/Acquisition. We discussed that a failure in merger/acquisition attempt by firms experiencing financial or operational difficulty may be followed by liquidation. The liquidation is likely voluntary if the firm is ahead of making the decision; otherwise, we expect involuntary liquidation initiated by the regulator. Table 4-B summarizes our findings. This table shows Ln(Asset) and NPWSUR are significant at 0.01 level, and ROA and OWNER at 0.05 level. In the case of voluntary liquidated firms and merger/acquired firms, an increase in the firm size, Ln(asset), is very likely to lead a merger/acquisition deal. But a rise in NPWPLUS is likely to lead the firm to voluntary liquidation instead of merger/acquisition. For OWNER, a unit increase, from zero to one, is likely to lead to a voluntary liquidation rather than an M&A exit. In the case of involuntary liquidation and merger/acquisition, our findings suggest that all factors except the liquidity factor (LQSAT) significantly affect the exit decision. Specifically, a rise in profitability, capital adequacy, the fact that the commissioner is elected, and stock ownership of the insurer are likely to lead the regulator to explore a merger/acquisition opportunity before deciding to liquidate the affected insurer. Of the factors, the most powerful is COMM—a finding supporting our argument that in the states where the insurance commissioner is elected, the regulatory authority is likely to take care of policyholders’ interests in the non-performing insurers by taking over insurance companies. Among the financial factors, ROA is found the most powerful. Base Group—Voluntary Liquidation. Finally, we examine the relationship between voluntary and involuntary liquidations. We this examination, we test whether the wealth motive of equity-holders or their agent-management plays a role in market exit decisions. Our findings suggest that larger insurers—thus probably with a stronger wealth motive by equityholders and their agents—are more likely to respond to signals indicating financial or operational difficulty before the signals are captured by the regulator; that is, they are likely to initiate voluntary liquidation. However, the finding that stock companies are much less likely to initiate voluntary liquidation is not in line with our assumption. 17 U.S. Nonlife Market Exit (2007) Kwon and Kim Table 5-A: Comparison between Two Competing Models (Base =0, NORMAL firms) 3. Involuntary liquidation 2. Merger/ acquisition 1. Voluntary liquidation First Model Alternative Model Parameter Proba Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER - 2.658 0.118 0.001 0.002 0.005 - 0.304 - 0.158 0.751 - 4.053 - 0.208 - 0.001 - 0.006 0.010 0.220 - 0.851 - 0.753 2.354 0.141 - 0.10 - 0.002 0.004 - 0.849 0.832 0.653 0,021 0.078 0.054 0.042 0.000 0.002 0.662 0.142 0.009 0.134 0.673 0.466 0.074 0.110 0.101 0.182 0.126 0.040 0.015 0.573 0.004 0.000 0.180 0.254 eβ b 1.125 1.001 1.002 1.005 0.738 0.854 2.120 0.813 0.999 0.994 0.990 1.246 0.427 0.471 1.151 0.990 0.998 1.004 0.428 2.298 1.921 18 Parameter Proba Intercept INVYD COMB_R AGBAL NPWSUR SUR_100 COMM OWNER Intercept INVYD COMB_R AGBAL NPWSUR SUR_100 COMM OWNER Intercept INVYD COMB_R AGBAL NPWSUR SUR_100 COMM OWNER -5.406 .102 .001 .002 .004 -.002 -.072 .722 -2.315 -.229 .001 -.016 -.009 .001 -.884 -.659 -3.989 .139 -.012 -.001 .002 -.011 .867 .394 .000 .162 .099 .211 .000 .071 .846 .157 .010 .126 .195 .554 .076 .313 .090 .252 .000 .045 .001 .778 .084 .000 .161 .488 eβ b 1.107 1.001 1.002 1.004 .998 .930 2.058 .795 1.001 .985 .991 1.001 .413 .517 1.149 .988 .999 1.002 .989 2.379 1.483 U.S. Nonlife Market Exit (2007) Kwon and Kim Table 5-B: Comparison between Two Competing Models (Base =2, merger/acquisition) 3. Involuntary liquidation 1. Voluntary liquidation First Model Alternative Model Parameter Proba Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER 1.396 0.325 0.003 0.008 0.015 -0.524 0.693 1.504 6.408 0.348 -0.008 0.003 0.014 -1.069 1.682 1.406 0.467 0.034 0.426 0.308 0.010 0.002 0.272 0.048 0.003 0.024 0.101 0.706 0.017 0.000 0.037 0.079 eβ b 1.384 1.003 1.008 1.015 0.592 1.999 4.499 1.417 0.992 1.003 1.014 0.343 5.379 4.078 Proba -3.090 .331 .000 .017 .014 -.003 .811 1.381 -1.674 .368 -.013 .015 .011 -.012 1.750 1.053 .007 .046 .954 .514 .009 .050 .203 .071 .188 .025 .000 .579 .035 .000 .030 .191 Parameter Intercept INVYD COMB_R AGBAL NPWSUR SUR_100 COMM OWNER Intercept INVYD COMB_R AGBAL NPWSUR SUR_100 COMM OWNER eβ b 1.392 1.000 1.017 1.014 .997 2.251 3.979 1.445 .987 1.015 1.011 .988 5.757 2.866 Table 5-C: Comparison between Two Competing Models (Base =2, voluntary liquidation) 3. Involuntary liquidation First Model Alternative Model Parameter Proba eβ b Parameter Proba eβ b Intercept ROA LR LQAST NPWSUR Ln(Asset) COMM OWNER - 1.396 - 0.325 - 0.003 - 0.008 - 0.015 0.524 - 0.693 - 1.504 0.467 0.034 0.426 0.308 0.010 0.002 0.272 0.048 0.722 0.997 0.992 0.985 1.688 0.500 0.222 Intercept INVYD COMB_R AGBAL NPWSUR SUR_100 COMM OWNER 1.416 .037 -.013 -.003 -.002 -.009 .939 -.328 .217 .702 .000 .445 .049 .002 .189 .664 1.038 .987 .997 .998 .991 2.557 .720 19 U.S. Nonlife Market Exit (2007) Kwon and Kim Alternative Models We also run an alternative model using alternative variables—INVYD instead of ROA, COMB_R for LR, AGBAL for LQAST and SUR_100 for Ln(Asset)—while keeping the original variable— NPWSUR, CONMM and OWNER—when no alternatives are available for the category. We compare the empirical result of the alternative model with that of the first model with respect to parameter estimates and p-values. For example, Table 5-A shows compassion result with base=0. Results of two models appear very similar except liquidity variables of p1/p0. Table 5-B shows comparison results of two models with the base of merger/acquisition. From the comparison, wee find little difference between voluntary liquidated firms and merger/acquired firms. For involuntary liquidated firms and merger/acquired firms, two differences are noted. As the proxy of underwriting performance, LR of the first model is not statistically significant but COM_R of the alternative model is highly significant. Nevertheless, the odd ratios of these variables (0.992 and 0.987) are not much different. The other difference comes from OWNER, which is insignificant in the alternative model but significant in the first model. Table 5-C shows comparison results of two models with the base of voluntary liquidation. There are several difference for p3/p1. For the alternative models, COM_R and SUR_100 (are statistically significant but ROA, Ln(Asset) and OWNER are significant. CONCLUSIONS This paper discusses insurer preferences in market exit decision theoretically. We have also examined their exit preferences based on the status of insurers and on the financial, managerial and political factors. The descriptive analysis indicates similar characteristics between normal and merged/acquired firms; our MNL regression results confirm that similarity. (The logit regression shows a significant overall fit.) This finding supports BarNiv and Hathorn (1997)’s argument that 54 to 80 percent of merged insurers are financially sound. However, U.S. property-liability insurance companies show differences when it comes to a choice of action—one between merger/acquisition and liquidation and the other between voluntary and involuntary liquidations. In general, profitability, capital adequacy and the capital itself (firm size) frequently affect the decision-making process. In contrast, liquidity and underwriting performance are found to be insignificant or cause little impact on the process in all cases. We find that ownership structure influences when insurers considers voluntary vs. involuntary liquidation. However, the finding does not support our contention. We also find that elected insurance commissioners may prefer merger/acquisition to involuntary liquidation, as the former is likely to fully protect the interests of policyholders of the non-performing insurers. Finally, the findings for the influence of capital do not always support our contentions. This remains an area calling for further investigation. 20 U.S. Nonlife Market Exit (2007) Kwon and Kim In today’s insurance markets, a well-structured exit guideline is indicative of a transparent regulatory environment and helps the market attract more firms and improve its financial and operational stability. 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