Tuesday, a subsidiary of Eurohold Group, Euroins Insurance Group, announced a $3.75 bid for Tower Group.  I think it is bogus.  Here’s why:

  • At the price they are paying, they are offering more than their net worth to buy Tower Group $215MM vs $190MM.
  • They would pay a 2x+ premium over book to buy Tower when they trade at ~70% of book.
  • They have no overlapping lines, geographically.  It would be cheaper for Eurohold to buy a Bermuda shell and poach some talent, if what they want to do is diversify.
  • TWGP isn’t even worth the $2.50 that ACP Re is offering.
  • The language in the “offer” is weaker than that of many “letters of intent” I have read, much less a binding offer.

Now, let me take one step back, and say that the numbers I calculated above derive from documents written in Bulgarian that I have translated mechanically.  I may have made mistakes.

Also, a fool and his money are soon parted.  If Eurohold is foolish, a bid could be made where economics doesn’t matter.  After all of my dealings with foreign insurers, I have seen many ill-thought-out deals.

Kudos to the guy who sold near $3 on Tuesday.  He got the best outcome out of this sordid mess.  Opposite for the one that bought.

As for me, I have no position.  I rarely short, and there is no significant margin of safety in owning TWGP.  The odds of the operating subsidiaries as a group having not enough surplus to exceed the relevant company action level risk based capital  for the group as a whole is not high, but is not zero.  That is the one condition that can break the $2.50 deal with ACP Re.

Now let’s see how the first quarter earnings come in.  That will say a lot.

As an aside, the bonds of Tower Group offer about as much upside, and less downside than the equity does, if the ACP Re deal is the only real deal.


I get a lot of interesting letters — here is another one:

First, let me say how much I appreciate your blog. I started my career in sellside research covering life insurers (after interning in insurance M&A). Your posts on insurance investing were invaluable in developing my understanding of the industry. My superiors did not have time to teach me the basics – I would have had a hard time getting started without your blog. 

 I’m now in equity research at a large mutual fund company, also covering insurers (and asset managers). However, I do not have an actuarial background. So I am very interested in why you think financial & mortgage insurers don’t have an actuarially sound business models. 

 And as a former life insurance analyst, I am curious what aspect of life insurance reserving you view as liberal – I’m guessing secondary guarantees on VAs? 

 Finally, to digress, do you have any views on medical malpractice insurance? I’ve been looking at PRA, and find it pretty compelling at first glance: massive excess capital, consistently conservative and profitable underwriting, and a relatively reasonable valuation. 90% of policies are claims made. There are headwinds: Obamacare, the reserve releases from mid-2000s accident years rolling off, and a diversifying business model (although PRA has historically proven competent at M&A). My only concerns are management continuing to underwrite at too low a level (currently writing at 0.32x NPW / Equity; regulators would be fine with up to 1.0x), and potentially squandering that capital. 

In the interest of full disclosure, I own no insurance stocks personally for compliance reasons.

Thanks for writing.  Let’s start with mortgage and financial insurance.  It’s not that there isn’t a good way to calculate the risk (in most cases), it is that they do not choose to use those models.  The regulators do not subscribe to contingent claims theory.  They do not look at default as an option, even if it is not efficiently exercised.  They should use those models, and assume efficient execution of default risk.

Even if they use approximations, the recent crisis should have forced reserves higher for mortgage credit, and other credit exposures.

Credit and mortgage insurers are bull market stocks.  When I was a bond manager, I sold away my few financial insurer bonds from MBIA and Ambac, and avoided the mortgage insurers.  The possibility of default was far higher than he market believed.

With respect to Life Insurers, it is secondary guarantees of all sorts, especially with variable products.  Options that have a long duration are hard to price.  Options that have a long duration, and involve significant contingencies where insureds may make choice hurting the insurer are impossible to price.

On Medmal, I have always liked PRA, but it has never been cheap enough for me to buy it.  Always thought they were the best of the pure plays.  They have survived many other companies by their clever management.  I would not begrudge them their conservatism, Medmal is volatile, and it pays to be conservative in volatile businesses.

From reader after last night’s post.

I hope you are well. I think your blog is fantastic, thanks so much for sharing the time and wisdom for so little :)

I was wondering whether you could elaborate a bit more on the bad business models existent in the insurance field. If there would be a simple rule of thumb or similar it would be useful, but I’m guessing it has to be something (difficult  to analyze) like chasing growth when premiums are insufficient, hiding leverage through subsidiaries, etc.

This was your comment:

Now, let me list for you the companies I would avoid on this list: IFT, GLRE, AGO, AEL, CNO, AIG, XL, MBI, LNC, FBL, AHL, ING, AXAHY, AFG, GNW.  That does not mean that I endorse the others.  In general, those that I say to avoid have poor underwriting skills or a bad business model.

(AIG is the biggest position in my portfolio.)

And secondly, I was wondering whether the fact that some are based in Bermuda gives them (or the LT investor) a competitive advantage when it comes to compounding (t)BV over time, because they are paying a lower tax-rate, aren’t they?

[normally, investors have to suffer a double whammy for taxes: the companies they invest in are taxed when they have profits –the US has one of the highest tax rates internationally–; and then they are taxed when realizing the capital gains / receiving dividends. Which led me to think that if one would be investing in Bermuda-based cos. through a ROTH IRA account, he would be avoiding both fronts, right?

Thanks so much for your time David.

I know it was a long email, and I apologize for that, couldn’t make it shorter…

Okay, let me take it piece-by-piece.  I have biases, which I think are well-informed, but they are biases, ways of foreshortening the deluge of data, so that I can avoid making big errors.

1) I don’t believe that financial and mortgage insurers have an actuarially valid business model, and the last crisis proved me right.  Thus I am not interested in AGO and MBI.

2) I don’t believe that long-term care is insurable, and so I am not interested in CNO and GNW.

3) With AIG, I don’t think that all of the reserve strengthenings are done for them.  They have always been aggressive in reserving.  I am not sure that has changed.

4) I think the business that IFT is in is unethical, and difficult if legal.

5) I think the takeover of AHL will fail, and the stock price will fall.

6) I think that many common life insurance reserving practices are liberal, and so I don’t like AEL, LNC, FBL, ING, and AXAHY.

7) With XL, GLRE and AFG, I don’t respect the management.  Maybe with a few more years, that might change.

This explains my views on these companies.  Other questions, let me know.

When I was writing at RealMoney.com, I would often do little posts in the Columnists Conversation, and title them “Notes and Comments,” or something like that.  I don’t normally do that here, but I would like to tie up some loose ends.

1) I received the following e-mail six weeks ago, and I feel it is worthy to be shared with readers:

Hi David,

I follow the Aleph blog from time to time. I run value and special situations oriented hedge fund whose goal is to purchase businesses that sell for at least 50 cents on the dollar. It seems that we are like minded in investment terms. I have an extensive investment checklist which that I believe can add value to investors. It took me a few years and I derived it by reading stacks of annual reports from Buffett, Klarman, etc…

If it adds value to your readers, more than happy to share the 90+item investment checklist.




Pope Brar, Managing Partner/Founder

Brar Investment Funds

I’ve read through the checklist and it is a good one.  It has all of the elements of my processes (though I am not as rigorous) and much more.  His checklist is worth a read.  Have a look at it.

2) From last night’s post, a reader asked:

Lots of insurers here.  Given your expertise in that area, I’d be curious to know if you think this screen is turning up names that are on the riskier end of the spectrum.

I wrote a seven part series on this, and here are the summary ideas, and the links:

  1. Shrinking the share count
  2. Growing Fully Convertible Book Value per Share
  3. Price Momentum and Mean-Reversion
  4. On Conservative Management & Reserving
  5. Some Things Can’t Be Underwritten
  6. Analyzing Insurance Sub-Industries and the PB-ROE model
  7. Insurance Accounting and Miscellaneous Insurance Insights 

I’ve been decreasing my insurance shareholdings lately because:

  • Pricing is weak for most P&C coverages, and
  • I don’t trust the reserving for secondary guarantees in life and annuity policies.

Here’s the insurance companies from last might’s article in decreasing order of earnings yield:

Imperial Holdings, Inc.IFT0709 – Insurance (Life)United States 1.38 37.03 26.83
Greenlight Capital Re, Ltd.GLRE0715 – Insurance (P&C)Cayman Islands 0.90 19.45 21.61
Assured Guaranty Ltd.AGO0715 – Insurance (P&C)Bermuda 1.18 18.59 15.75
American Equity Investment LifAEL0709 – Insurance (Life)United States 0.86 16.77 19.50
Everest Re Group LtdRE0715 – Insurance (P&C)Bermuda 0.88 15.35 17.44
Validus Holdings, Ltd.VR0715 – Insurance (P&C)Bermuda 1.00 13.30 13.30
Axis Capital Holdings LimitedAXS0715 – Insurance (P&C)Bermuda 1.01 13.20 13.07
Endurance Specialty Holdings LENH0715 – Insurance (P&C)Bermuda 1.31 12.55 9.58
CNO Financial Group IncCNO0709 – Insurance (Life)United States 1.29 12.39 9.60
American International Group IAIG0715 – Insurance (P&C)United States 1.34 12.00 8.96
Montpelier Re Holdings Ltd.MRH0715 – Insurance (P&C)Bermuda 0.99 11.83 11.95
Allied World Assurance Co HoldAWH0715 – Insurance (P&C)Switzerland 1.00 11.73 11.73
XL Group plcXL0715 – Insurance (P&C)Ireland 1.12 11.72 10.46
Argo Group International HoldiAGII0715 – Insurance (P&C)Bermuda 1.27 11.55 9.09
Platinum Underwriters HoldingsPTP0715 – Insurance (P&C)Bermuda 1.02 11.25 11.03
Allianz SE (ADR)AZSEY0715 – Insurance (P&C)Germany 0.92 11.08 12.04
ACE LimitedACE0715 – Insurance (P&C)Switzerland 0.84 10.92 13.00
ProAssurance CorporationPRA0715 – Insurance (P&C)United States 0.87 10.86 12.48
MBIA Inc.MBI0715 – Insurance (P&C)United States 1.45 10.86 7.49
National Western Life InsurancNWLI0709 – Insurance (Life)United States 1.63 10.85 6.66
Partnerre LtdPRE0715 – Insurance (P&C)Bermuda 1.23 10.75 8.74
Old Republic International CorORI0715 – Insurance (P&C)United States 0.88 10.53 11.97
Employers Holdings, Inc.EIG0706 – Insurance (A&H)United States 0.93 10.46 11.25
United Fire Group, Inc.UFCS0715 – Insurance (P&C)United States 1.05 10.30 9.81
Maiden Holdings, Ltd.MHLD0715 – Insurance (P&C)Bermuda 0.93 10.11 10.87
EMC Insurance Group Inc.EMCI0715 – Insurance (P&C)United States 1.02 9.88 9.69
Investors Title CompanyITIC0715 – Insurance (P&C)United States 0.86 9.85 11.45
Protective Life Corp.PL0709 – Insurance (Life)United States 0.92 9.76 10.61
Lincoln National CorporationLNC0709 – Insurance (Life)United States 1.07 9.76 9.12
FBL Financial GroupFFG0709 – Insurance (Life)United States 0.96 9.73 10.14
Assurant, Inc.AIZ0709 – Insurance (Life)United States 1.00 9.67 9.67
Kemper CorpKMPR0715 – Insurance (P&C)United States 0.95 9.64 10.15
Aspen Insurance Holdings LimitAHL0715 – Insurance (P&C)Bermuda 1.12 9.61 8.58
Horace Mann Educators CorporatHMN0715 – Insurance (P&C)United States 0.91 9.60 10.55
Unum GroupUNM0709 – Insurance (Life)United States 0.98 9.55 9.74
WellPoint IncWLP0706 – Insurance (A&H)United States 0.89 9.52 10.70
ING Groep NV (ADR)ING0709 – Insurance (Life)Netherlands 1.14 9.46 8.30
Axa SA (ADR)AXAHY0709 – Insurance (Life)France 1.19 9.46 7.95
Hanover Insurance Group, Inc.,THG0715 – Insurance (P&C)United States 0.99 9.44 9.54
Baldwin & Lyons IncBWINB0715 – Insurance (P&C)United States 0.98 9.42 9.61
American Financial Group IncAFG0715 – Insurance (P&C)United States 0.87 9.15 10.52
Alleghany CorporationY0715 – Insurance (P&C)United States 1.01 9.15 9.06
American National Insurance CoANAT0715 – Insurance (P&C)United States 1.40 8.99 6.42
HCC Insurance Holdings, Inc.HCC0715 – Insurance (P&C)United States 0.82 8.92 10.88
Allstate Corporation, TheALL0715 – Insurance (P&C)United States 0.82 8.75 10.67
Symetra Financial CorporationSYA0709 – Insurance (Life)United States 1.23 8.64 7.02
Selective Insurance GroupSIGI0715 – Insurance (P&C)United States 0.90 8.51 9.46
White Mountains Insurance GrouWTM0715 – Insurance (P&C)Bermuda 1.07 8.49 7.93
Fortegra Financial CorpFRF0712 – Insurance (Misc)United States 1.28 8.18 6.39
Cna Financial CorpCNA0715 – Insurance (P&C)United States 1.10 8.15 7.41
Stewart Information Services CSTC0715 – Insurance (P&C)United States 0.83 7.96 9.59
Navigators Group, Inc, TheNAVG0715 – Insurance (P&C)United States 1.09 7.68 7.05
Reinsurance Group of America IRGA0706 – Insurance (A&H)United States 1.08 7.49 6.94
Safety Insurance Group, Inc.SAFT0715 – Insurance (P&C)United States 0.84 7.39 8.80
State Auto Financial CorpSTFC0715 – Insurance (P&C)United States 0.83 6.92 8.34
Genworth Financial IncGNW0709 – Insurance (Life)United States 1.72 6.87 3.99
First American Financial CorpFAF0715 – Insurance (P&C)United States 0.87 6.75 7.76

Now, let me list for you the companies I would avoid on this list: IFT, GLRE, AGO, AEL, CNO, AIG, XL, MBI, LNC, FBL, AHL, ING, AXAHY, AFG, GNW.  That does not mean that I endorse the others.  In general, those that I say to avoid have poor underwriting skills or a bad business model.

3) Another letter from a reader, on a very different topic, the FOMC:

thanks again – I always look forward to this update.

My thoughts are, they are increasing their flexibility in one direction (towards “accommodation”).  While they did move the point about “after the purchase program ends” to a spot perhaps better suited to a discussion of that point, I also took it to mean that there may be less commitment to end QE.  (Although, so long as the deficit keeps declining, they really have no choice but to dial back purchases to keep the supply and the non-Fed demand in line.  This is the overlooked reason, I believe that long rates appear to be moving independently of Fed action.  Their demand is not the only variable).

 Final thought – to what extent do you think that the Fed’s great misunderstanding is their inherent bias towards lowest rates possible under any economic conditions: i.e. for any given level of inflation, that Fed policy is best that reflects the lowest level of non-inflationary interest rates [because this presumably encourages credit expansion and therefore economic growth]?

 To my way of thinking, the difficulty with this is that it assumes that credit always has to expand FASTER than the economy overall.  I don’t mean that credit expansion is not important, it is a big component of growth, just that credit can’t grow faster than income forever and at some point, we have to find a model that enables income to grow fast enough to increase living standards without overleverage.

 To me, this is the central policy challenge of the 21st century, because a) globally, credit has surged relative to national income and has reached a limit, b) populations are aging and must therefore favor lower levels of credit – and consumption – overall and c) the bills associated with 1 and 2 are now coming due.

 The Fed, however, seems stuck on the idea that their job should be to inflate rapid credit expansion regardless of the creditworthiness of the borrowers.  This strikes me as dumb, or perhaps more like wishful thinking that if credit expands, growth will drive incomes higher and somehow these will catch up (with some acceptable lag).

 Notice that no one at the Fed talks about things like the household savings rate any more?  I would be ok with QE if the Fed could explain that they were facilitating an orderly deleveraging: in which case Household Debt/Equity (which indicates potential for end-consumer final demand) would be a better metric than unemployment.

 As it is, I believe that what they are really targeting (large) bank balance sheets, and that QE is really a massive backdoor subsidy to money center banks to guarantee enough operating income to allow them to write off bad loans while increasing capital reserves to comply with Basel III.  (Full disclosure, I have a significant portion of my assets in a large US bank that was trading well below the strike price of the warrants issued against its shares to Berkshire Hathaway at the time I purchased the shares, which bank shall remain nameless).

 Politically, I suppose, saying, “well, we need to ensure banks are profitable so as to ensure the solvency of the payments system” looks disturbingly like a bailout for the 1% and is out of touch with a more populist America.

 Anyway, sorry for the diatribe, but curious to get your thoughts.  I think I am less reflexively sceptical about the efficacy of the Fed’s policy (but I fully agree with your view that they are not supporting employment with it).

 Thanks again for all the work you do.

The central idea I would like to comment on is that incremental easing has had less and less effect on the economy, at least in the short-run.  Aside from energy companies, willingness to invest in the business has been light, while willingness to buy back stock has been high.  That doesn’t produce growth in the economy.

The Fed doesn’t realize that it can’t stimulate the economy at the zero bound.  QE is ineffective, and may become fuel for high inflation if the banks start to lend aggressively.  Inflation is not the goal, and I think many policymakers are confused — the goal is real growth.

We can protect the payments systems by protecting the regulated subsidiaries of banks, and letting the holding companies bear the losses, which is what we failed to do in 2008-2009.

All that said, we have a punk economy, but what will happen if we get a large increase in bank lending, leading to inflation.  What will the Fed do then?

I try to run an ethical blog here, so when I make mistakes, I admit them.  In this case, I don’t think the errors make a lot of difference to the investment decision, but I will confess to being wrong on  details in my last post.  I made the statement:

Though there are no financing contingencies to this deal, ACP Re can walk away with no penalty if it merely wants to do so.

That’s wrong.  ACP Re can walk away of its own accord if there is a material adverse change, and under some conditions, they would receive a breakup fee.  As such, it is not a “free look.”  But it is one-sided in this sense: if the reserves are too low, ACP Re can declare a material adverse change.  If they are fair or high, ACP will happily do the merger and enjoy the profits.

On the delay of the 10-K, which is more than a month late, I repeat that most of the figures in the balance sheet are easy to calculate.  I was trained as an actuary, albeit a life actuary, though I was an insurance buy-side analyst for 4.5 years.  The difficult question with any P&C insurer is whether the reserves are correct, and even actuaries inside a company are never fully sure of the reserves.  That’s why reserves at P&C insurers are usually set conservatively, even though GAAP says to use best estimate.  It is not a bad thing to bend GAAP accounting to be conservative, and be slow in recognizing income.

My experience with insurers that are tardy with their financials is that it is wise to steer clear.  Aggressive insurance management teams tend to go through a string of corrections before the financials are set right.

Between 1998-2000, I used to do arbitrage on small deals.  On net, I did fair with it, but the deals where I lost, you could feel a kind of “sag” where you would not ordinarily expect it.  Good arb deals show strength after an initial period of selling by those that do not want to hang around for the arb.

Now, I don’t think my reasoning is depressing the stock price, but it is interesting that the stock price keeps heading lower, and slowly.  I have a saying that slow moves tend to persist, while fast moves tend to mean-revert.

I don’t have any inside information, but this situation feels bad.  Ordinarily with takeovers, the bid for stock is far more firm.

Full disclosure: No positions in any of the companies mentioned

These articles appeared between November 2012 and January 2013:

On Time Horizons

Investment advice without a time horizon is not investment advice.

This Election Will Solve Nothing

So far that is true of the 2012 elections.


We need to add “None of the Above” as an electoral choice in all elections.

Eliminating the Rating Agencies, Part 2

Eliminating the Rating Agencies, Part 3

Where I propose a great idea, and then realize that I am wrong.

The Rules, Part XXXV

Stability only comes to markets in a self-reinforcing mode, from buy and hold (and sell and sit on cash) investors who act at the turning points.

The Rules, Part XXXVI

It almost never makes sense to play for the last 5% of something; it costs too much. Getting 90-95% is relatively easy; grasping for the last 5-10% usually results in losing some of the 90-95%.

Charlie Brown the Retail Investor

Where Lucy represents Wall Street, the football is returns, and Charlie Brown is the Retail Investor. Aaauuuggh!

On Hucksters

Why to be careful when promised results seem too good, and they get delayed, or worse.

Bombing Baby BDC Bonds

Avoid bonds with few protective covenants, unless the borrower is very strong.

On Math Education

Why current efforts to change Math Education will fail.  Pedagogy peaked in the ’50s, and has been declining since then.

On Human Fertility, Part 2

On the continuing decline in human fertility across the globe.

If you Want to be Well-off in Life

Simple advice on how to be better off.  Warning: it requires discipline.

Young People Should Favor Low Discount Rates

If we had assumed lower discount rates in the past, we wouldn’t have the problems we do now.  (And maybe DB pensions would have died sooner.)

Problems in Life Insurance

On why we should be concerned about life insurance accounting.

Investing In P&C Insurers

On why analyzing P&C insurers boils down to analyzing management teams.

Selling Options Cheaply (Did You Know?)

Naive bond investors often take on risks that they did not anticipate.

Book Review: The Snowball, Part One

Book Review: The Snowball, Part Two

Book Review: The Snowball, Part Three

Book Review: The Snowball, Part Four

Book Review: The Snowball, Epilogue

My review of the most comprehensive book on the life of Warren Buffett.

On Watchlists

How I met one of the Superinvestors of Graham-and -Doddsville, and how I generate investment ideas.

Why do Value Investors Like to Index?

How I admitted to not having  a correct perspective on value indexing.

Evaluating Regulated Financials

Why regulated financials are different from other stocks, and how to analyze them.

Locking in a Smaller Loss

Why people are willing to lock in a loss against inflation, because of bad monetary policy.

Why I Sold the Long End

Great timing.

The Evaluation of Common Stocks

Value investing is still powerful, but the competition is a lot tougher.

The Order of Battle in Financial Planning for Ordinary Folks

The basics of personal finance

Sorting Through the News

How to use my free news screener to cut through the news flow, and eliminate noise.

On Financial Blogging

So why do we spend the time at this?

Matching Assets and Liabilities Personally

How to manage investments to fit your own need for cash in the future.

Penny Wise, Pound Foolish

How short-sighted, incompetent managers destroy value.

Expensive High Yield – II

No such thing as a bad trade , only an early trade… high yield prices moved higher from here.

2012 Financial Report of the US Government

Chronicling the financial promises made by the Federal Government

On Insurance Investing, Part 1

On Insurance Investing, Part 2

On Insurance Investing, Part 3

The first three parts of my 7-part series on how to understand this complex group of sub-industries.

How to Become Super-Rich?

Even Buffett didn’t get super-rich by only investing his own money.  He had to invest the money of others as well.  The super-rich form corporations and grow them; they build institutions bigger than themselves.

The Product that Never saw the Light of Day

On the Variable Annuity product that would simply be a tax scam.  Later I would learn that product exists now, just not in the form I proposed 8 years earlier when it didn’t exist.

This was published in the “Ask Our Pros” column at RealMoney.  I don’t know when, and I don’t have the actual question, but looking at my answer, I think I know what was asked.

I’ve been cheated in the past by insurance companies.  How can I choose an insurance company that won’t cheat me?

This is a question after my own heart.  I worked in the life insurance business as an actuary for 17 years, serving in almost every area that life insurance companies have.

Life insurance agents and products have a bad reputation in the financial press.  Much of that bad reputation is deserved.  Products are often sold that pay agents well, but do not meet the needs of clients.  Agents influence the flow of information between the company and policyholder, and sometimes tell different stories to each side.

The life insurance industry has tried over the years to control the sales process better, so that only suitable products get sold.  Regulators have demanded it, industry groups want a better reputation, and individual companies have learned that writing bad business is unprofitable.  There are regulatory rules, industry conduct codes, etc.  It is difficult to root out bad apples among agents, which can flit from company to company; companies with bad records tend to get disciplined by the regulators and the courts.

Life insurance and annuities are products that are generally sold, not bought, excluding fancy tax reduction schemes used by high net worth individuals.  Typically, though, they get sold to people who will not plan for their own financial well-being, and would not save, invest, and protect their families on their own.  It is an expensive way to invest, but it is better than not investing at all.

There is a need for agent-sold financial products to help those that will not plan for themselves.  This provides a real service, though never as good as what an intelligent investor would do for himself, if he had the time to research everything out.

Disability and health insurance often get a bad rap over claims payment practices, often deservedly so.  Part of the reason for that is that people don’t want to pay the full price of these products; companies respond with lower priced products and get more hard-nosed about claims.  Part of the research that any person should do about an insurance company is their claims payment practices.  State insurance commissioners keep a record of which companies get complaints, and which do not.  Insurance fraud further pushes up costs, and makes companies scrutinize claims more.  Trial lawyers further push up costs by making medical malpractice expensive through exorbitant tort claims.

Auto and home insurance usually don’t draw the same level of complaints as the above areas.  There are some companies that try to be too sharp about claims practices; this is something to watch out for in any insurance company.  Auto insurance (or the equivalent) is mandatory; mortgage companies require home insurance.  The market is regulated, and usually highly competitive.

Another area of complaint is private mortgage insurance [PMI].  PMI benefits the lender, but is paid for by the homeowner.  The benefit to the homeowner is that he can buy a home, and not make a down payment of at least 20%.  The lenders require PMI when the ratio of the first mortgage to the appraised home value is greater than 80%.  New laws require PMI to go away when the ratio drops below 78%.  Homeowners can petition the lender when the ratio is at 80%.  (The lender will probably require a new appraisal.)

Now all this said, insurance companies have had a lower return on equity in the past 20 years than all other companies on average.  Insurance companies don’t make all that much money.  So where does the money go?  1) Agents.  2) Benefit payments.  3) Home office expenses.  Investment income usually subsidizes insurance companies; they lose money on underwriting on average, and when the pricing cycle is weak, they lose substantial amounts.  Since the inception of health insurance, the insurance industry may have lost money in aggregate.

In Summary:

  • Plan your investment and protection needs yourself, or find a trusted advisor to help you.  Investment knowledge pays its own dividends.
  • Study a company’s claims paying practices before buying.
  • Review expense and surrender charges and other contract terms.
  • Choose an insurance company off its reputation, and not price only.

A while ago, I wrote a piece on Tower Group after its stock price imploded, before it went down more, and attracted an acquisition offer from entities affiliated with the main owner of AmTrust Financial Services for $3/share.  Here’s another letter, from a different respective reader:

Hello, David:

I’ve been a longtime reader of your columns (back to RealMoney) and have a lot of respect for your opinion as an investor and analyst, particularly your insights into insurance companies.

Merger arb has been a (small) part of my toolkit for the last 15 years but haven’t yet seen an insurance merger quite as complicated as TWGP’s acquisition by ACP Re and AFSI.  With an 8% discount to the offer price and about 4 weeks until the shareholder meeting, this one looks intriguing.

There’s a (wordy) analysis of the deal terms here:  http://seekingalpha.com/article/2106193-towers-merger-offers-opportunity-for-double-digit-annualized-returns .

A couple of specific questions about the deal, if you feel inclined to respond:

1.  Does Karfunkel’s potential conflict of interest in selling the part of TWGP he doesn’t want (commercial, personal) to the publicly traded company he chairs (AFSI) raise enough of a red flag that regulators may intervene?

2.  Are the NOLs owned by TWGP usable by ACP if there is a reverse takeover (TWGP the surviving entity) under Bermuda law?

3.  Does the price at which Karfunkel is selling the pieces to public entities using mostly public shareholders’ money raise any red flags to you?

As I said, I respect and enjoy your work and hopefully you enjoy it enough to continue.

First I will handle the questions.  Then I will hand out a few opinions.

On question 1, the answer is not likely.   The regulators will disallow any situation where an acquisition would significantly impair the ratio of capital to required capital to bear risk [RBC].  Now, shareholders could be another matter.  In this acquisition, two public companies that the Karfunkel families control are buying up the renewal rights to Tower Group Commercial Lines business (AmTrust Financial – AFSI), and Personal Lines business – (National General Holdings Corp – NGHC, which recently went public).

With renewal rights, the AFSI & NGHC acquire the assets and the right to renew existing business at terms mutually acceptable to clients & companies, but they do not acquire anything that pertains to claims from business existing prior to the deal.  In return, they pay money to ACP Re, Karkunkel’s private company owned by his grantor trust.

On question 2, the answer is not likely.  When Argonaut bought out PXRE in a reverse merger, the NOLs were disallowed.  Now, I’m not a tax expert, so maybe someone reeeeally clever can fox their way around this, but to me the answer is no.

On question 3, the answer is I don’t know.  The public companies that he controls have the advantage that they aren’t taking on much risk in a renewal rights transaction.  Whether they are paying the right price or not depends heavily on whether the reserving for claims at the Tower Group entities is overstated or understated.  Prior under-reserving may not have been fully corrected.  With smaller companies near bankruptcy, like Tower Group, there is the risk of death via many cuts.

That brings me to my main insight.  Though there are no financing contingencies to this deal, ACP Re can walk away with no penalty if it merely wants to do so.  If they find a material adverse change, the deal can die, and TWGP will have to pay ACP Re a breakup fee.

Like Fairfax Financial’s offer to buy Blackberry, Prem Watsa had the equivalent of a “free look.”  Tower Group is desperate enough that they gave a “free look” to the Karfunkels and their allied companies.  The deal is not a lock, and a lot depends on what is written when the late 10-K is finally filed.

Why delay the 10-K?  My best guess is trying to get the claim reserves right.  After having to revise reserves twice before, the odds of further revisions are significant.  You have to understand that claim reserves for P&C companies are not a science, particularly for long-tailed lines, and Tower Group was overly aggressive in those lines.

But delay in filing the 10-K is not a positive sign.  If you have confidence in the actuarial analysis of reserves, why delay the filing?  Every other aspect of a P&C insurance company can be calculated within a few weeks of the year’s end.  No mysteries, except for the reserves.

So, if ACP Re concludes that the likely claim payments from the legacy business are likely to be larger than the net amount they are paying for the legacy business ($67 million), ACP Re can walk away, with no breakup fee.  In that scenario Tower Group could head to bankruptcy.

So, when I consider the arbitrage opportunities available by buying Tower Group common stock, I would pass.  As a rule, I don’t short, though I would be tempted to do so here.  Tower Group is a very complex company for its size, and as such, I have less confidence in its financials.  Complexity in financial companies creates inflexibility, which can lead to trouble when regulators deny moving cash from one company to another, which might lead to default on debts.

Avoid this situation, and all of the companies involved.  Buffett has his “Too Hard” pile.  This one is too hard, because no one can know the claims that will be paid from aggressively written legacy business.

Full disclosure: no positions in the companies mentioned


From respected reader:

Just did a quick calc based on NWLI earnings and thought I would pass onto you as I know you at least used to hold it as a double weight.  Let me know if you think there are major holes in this theory:

From the Annual Report:

“The yield on debt security purchases to fund insurance operations rebounded somewhat to 3.53% in 2013 from 3.37% in 2012 but was still below the 4.18% yield attained in 2011.”

So, investment yields improved, but are still down.  Their unrealized gains in securities dropped from $541 million to $146 because of this, so this part of the “hidden value” in the shares went down.

But if rates can get back up to that 4.18%, a quick calc says that would cause annual earnings on their $9 billion investment portfolio to increase $58 million.  If 2/3’s of this is credited to annuity holders, it leaves $19.5 million before tax for shareholders.  32% tax from 2013 gives after tax earnings increase of $13 million or $3.57 increase in earnings per share.

If we could get yields back up to 5.5% like they were a few years ago, using the same calc would give an increase in EPS of $9.38, or a 1/3 increase in earnings.

It is still a double-weight here.  It is not as cheap as it once was, but it is still cheap.  Financial stocks should always be valued on a combination of price-to-book and price-to-expected-earnings.

Why?  Because accrual items in the accounting can either be aggressive, fair or conservative.  If aggressive, earnings will be overstated, and book value understated.  If conservative, earnings will be understated, and book value overstated.  For the most part, the two measures balance the squishy accounting.

Now as for the disclosures in the NWLI 10K, we need to note that more than 2/3rds of the bonds that they hold are “held to maturity.”  That’s unusual, as is their policy where they don’t buy high yield bonds.  Held to maturity means the value of the bonds amortizes over time, but price moves don’t affect the accounting, unless default is likely.  Thus if interest rates rise, book value will not be affected much, but earnings will rise on a GAAP basis.

NWLI has a conservative investing culture, and in the present aggressive environment that is a *good thing.*  Adjusting for the held to maturity securities, the adjusted price-to-book is 55%, and my estimate of future earnings is one-ninth of the current price.  It is rare to find stocks trading at a significant discount to book and a single-digit P/E.

Full disclosure: long NWLI

While reading about portfolio companies today, I ended up reading this piece about Berkshire Hathaway.  Not that great of an article, and it got worse when I read this:

Then there is the big question, “Who will replace Warren Buffett (Trades, Portfolio)?” He is now 83 years old. There is no official word on who will take over, but in his letters to shareholders he takes time to praise many of the investment managers working for him. The current consensus seems to be that Berkshire will be run by committee. The company has plenty of assets and superior management, so it should continue to operate efficiently. [emphasis mine]

That’s not the way BRK works.  BRK is a group of businesses, run by men (male & female) who love their businesses, and would rather be running their businesses than taking a vacation.  When Buffett dies, and he *will* die one day, much as shareholders might like to hope otherwise, BRK will likely be managed much as it is today.  BRK relies on self-motivated managers that do their part to  make the company work.  Given the level of independence, it is the only way it can work, absent the possibility of considerable centralization after Buffett’s death.

The same applies to the management of the small central office.  Public stock portfolio management is separate from the purchase of private companies (with some informal overlap).  Operational management is limited, aside from efforts to fix lagging subsidiaries (think of Tracy Britt Cool).  The next CEO of BRK will have to have multiple skills, but he won’t have to “do it all” as Buffett does.  He will have to delegate yet further.

Think: how many people can understand all of the following:

  • The economics of a wide number of industrial businesses
  • The economics of one of the biggest insurers & reinsurers of the world
  • The quantitative aspects of Buffett’s derivative bets
  • Clever investing in public equities
  • Ability to acquire attractive public and private companies and on attractive terms
  • Minimizing tax impacts in the process
  • How to continually motivate the managers of a spread-out empire of companies

The successor to Buffett will likely be little different than Buffett — a capital allocator who motivates his many managers.  At the size of BRK, private equity skills may be more valuable than public equity skills.  BRK is a conglomerate, with considerable diversification.  Even a passing look at the corporate org chart screams “Big!”

You want a sharp delegator/decision-maker at the head of BRK.  He will hand off many responsibilities to others, but hold onto the core jobs of allocating capital, and evaluating/rewarding managers.

Anything else is suicide for BRK.  That said, it’s not impossible that a future CEO would radically streamline BRK, and turn it into something more like GE.  That would be a big mistake, but it would look like low hanging fruit, because of the many similar businesses that could be combined.  Purchasing and central office services could be combined as well.  That might improve profits in the short-run, but it would destroy the unique corporate culture that Buffett has created.

Far better to have a “fixer” correcting the edges of the corporation like Tracy Britt Cool, or David Sokol, than to wholly change the healthy culture of a corporation, with uncertain rewards.

Full Disclosure: Long BRK/B for myself and clients