November 13, 2007
Nationale Borg-Maatschappij N.V.
Primary Credit Analyst:
Neil Gosrani, London (44) 020 7176 7112; [email protected]
Secondary Credit Analyst:
Kevin Willis, London (44) 20-7176-7085; [email protected]
Table Of Contents
Major Rating Factors
Rationale
Outlook
Corporate Profile: Well-Established Niche Insurer For Dutch And Belgian
markets
Competitive Position: Strong Underwriting, But High Dependence On
Reinsurance
Management And Corporate Strategy: Knowledgeable Management Team
With Strategic Focus On Geographic Diversification
Enterprise Risk Management: Prudent Approach With Strict Underwriting
And Monitoring Procedures
Accounting: Extra Capital Sitting In The Antillean Subsidiary
Operating Performance: Strong And Stable With Improvements In Key
Ratios
Investments: Highly Liquid And Well Diversified
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Table Of Contents (cont.)
Liquidity: Net Underwriting And Operating Cash Flows Consistently
Positive
Capitalization: Very Strong Capital Adequacy With Reducing Exposure
To Outward Reinsurance
Financial Flexibility: Strong Profit Flows And Comprehensive Reinsurance
Program
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Major Rating Factors
Strengths:
• Strong capitalization and very strong capital adequacy
• Strong operating performance
• Well-established player with a successful track record in the niche Dutch
and Belgian direct surety and fidelity markets and worldwide surety and
credit reinsurance markets
Financial Strength Rating
Local Currency
A-/Stable/--
Weaknesses:
• High reliance on reinsurance
• Dependence on small number of key employees
Rationale
The ratings on Netherlands-based direct surety and fidelity insurer and surety and credit reinsurer Nationale
Borg-Maatschappij N.V. (NB) reflect the company's strong operating performance, strong competitive position in
the niche Dutch and Belgian markets, and strong capitalization. These strengths are offset by NB's high reliance on
reinsurance for additional underwriting capacity and its dependence on a small number of key employees.
Capitalization is viewed as strong, benefiting from very strong capital adequacy and prudent reserving. Capital
adequacy has benefited from retained profits and a benign claims environment. Capital is adversely impacted,
however, by a high exposure to reinsurance.
NB's strong and stable operating performance is reflected in its 10-year average net combined ratio of 86.8% and
10-year average net loss ratio of 51.8% and an improved ROR in 2006 of 39.8% (2005: 30.6%).
NB's business is highly dependent on reinsurance to mitigate high severity loss events and provides additional
capacity to write new business. In order to bring it more in line with the market, NB has replaced its variable surplus
treaty with a quota share treaty, increasing the proportion of premium it retains to 50%. Although this reduces the
amount of reinsurance used, exposure remains relatively high.
NB is dependent on a small number of long standing, experienced employees. NB ensures work is carried out by
small teams to avoid concentrations of knowledge and has proven in the past that it has the ability to attract
suitably qualified individuals for key positions.
Outlook
The stable outlook reflects Standard & Poor's Rating Services' expectation that NB will maintain strong
capitalization, strong operating performance, and a leading position in niche markets in which it is active. The loss
ratio is not expected to exceed 40% in the medium term and operating results are expected to reflect the benefits of
expansion into new markets and geographies on a sustainable basis.
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Upward ratings pressure is limited and dependent on sustained strength and diversification of earnings. Downward
ratings pressure, although not likely, may result if there is a material deterioration in long-term operating
performance and capitalization.
Corporate Profile: Well-Established Niche Insurer For Dutch And Belgian markets
Established in 1893 and based in Amsterdam, NB is an established direct surety and fidelity insurer and surety and
credit reinsurer, with a particular focus on the transport, logistics, and construction industries. The company
provides insurance to Dutch and Belgian markets and reinsurance cover internationally. It was acquired by Egeria
Capital B.V. and HAL Investments B.V. from ING Groep N.V. (AA-/Stable/A-1+) in 2006.
In 2006, NB had gross premiums written (GPW) of €62.1 million (2005: €60.6 million), a rise of 2.5%, ROR of
39.8% (2005: 30.6%) and shareholders' equity of €79.5 million (2005: €66.2 million).
Competitive Position: Strong Underwriting, But High Dependence On Reinsurance
Table 1
Nationale Borg-Maatschappij N.V./Business Statistics
-- Year ended Dec. 31 -(Mil. €)
Gross premiums written
2006
62.0
2005
60.6
2004
55.0
2003
51.4
2002
38.9
Annual change (%)
2.5
10
7.1
32
6.5
Net premiums written
43.0
42.2
38.8
34.9
26.7
Annual change (%)
2.1
8.8
11.0
30.8
2.7
NB's competitive position is strong in its key Dutch and Belgian markets. Strong underwriting discipline and market
knowledge, together with an established brand and product development, have enabled the company to maintain
this position. NB is, however, highly dependent on reinsurance to support its underwriting and is exposed to
industries that are partly correlated with macroeconomic cycles.
In the Dutch guarantee market, NB is the largest nonbank player, with 9% of the market. Banks are estimated to
have a market share of 85%; however, NB's competitive advantages are lower solvency requirements compared with
banks, strong underwriting, and product features.
The company has benefited from a low level of competition from other insurers in the Dutch market. Atradius (main
operating entities are rated A/Stable/--) withdrew from the market in 2005 after sustaining losses and Interborg
N.V., part of the Euler Hermes group (main operating entities are rated AA-/Stable/--), is approximately one-tenth
the size of NB by GPW.
Distribution of guarantee product uses a number of different channels including NB's Internet channel, Borg Online,
which accounts for around 65% of total guarantee business, brokers, in-house relationship managers, and through
the existing relationship with ING Bank. Relationship managers also provide inward reinsurance, while the majority
of the fidelity business is distributed through independent insurance intermediaries.
NB has developed a strong reputation as a reliable provider of reinsurance capacity and has benefited from a
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hardening of reinsurance premium in recent years. NB views its reinsurance business supporting the guarantee
business through the provision of market intelligence. It also views its exposure to international credit and surety
markets as providing a stable and more diversified spread of risk compared with the more concentrated risks in its
guarantee business. In 2006, assumed credit and surety reinsurance business accounted for 58% (2005: 59%) of
total premiums written by NB.
Prospective
Following the change of ownership, Standard & Poor's expects NB to further develop its business through new
bank distribution relationships, developing new products, diversifying geographically, increasing its brand
awareness, and leveraging its existing online platform to service the needs of its high volume/low value clients as
well as offering day-to-day administration and management of guarantees for third parties. Credit and surety
reinsurance's portion of total premiums written is expected to be maintained at current levels.
Management And Corporate Strategy: Knowledgeable Management Team With
Strategic Focus On Geographic Diversification
Management and corporate strategy are marginally positive factors for the rating due to the experienced and
knowledgeable management team and strong earnings and claims paying record.
Following the change of ownership in June 2007, one senior management change was announced with the return of
Jos Kroon as Chief Executive Officer and the retirement of Floris Elias, who has become a member of NB's
supervisory board. The changes in personnel are viewed positively for NB. Nevertheless, the company remains
highly dependent on a small number of key people.
Strategy
NB's strategy of growing organically and profitably remains largely unaltered although the impetus for change has
increased following the change of ownership, with the new shareholders placing greater emphasis on a number of
key areas.
NB seeks to gain a larger market share of direct surety and fidelity insurance in The Netherlands and Belgium and
surety and credit reinsurance worldwide, and is looking to apply its business model to selected European markets.
Employees have been incentivized to achieve this through a profit-sharing agreement when profits exceed a
predetermined hurdle rate. This replaces a similar scheme with ING, but has the potential for greater remuneration
for staff.
Operational management
NB continues to maintain strong operational management through a thorough understanding of the company's
business and its environment. Following the change of ownership, some support functions such as human resources,
which were previously supplied by ING, have been replaced by external providers. This has not resulted in a
significant increase in overheads or man-hours expended.
Financial management
Overall financial management at NB remains unchanged and conservative. NB has set itself a long-term target ROE
after tax of 12.5%. This has been met consistently, except in 2002 when returns were impacted by investment
losses.
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Following the change of ownership, there is a greater focus on the efficient allocation of capital to separate business
lines to ensure profitability is maximized. A moderate dividend policy is expected, allowing for a reasonable increase
in equity. The new shareholders have indicated their willingness to supply additional capital through retained profits
or new shares, should there be a business need.
Enterprise Risk Management: Prudent Approach With Strict Underwriting And
Monitoring Procedures
Standard & Poor's considers NB's enterprise risk management to be adequate for its size and risk profile. NB has
always approached risk management independently and on a prudent basis with strict underwriting and monitoring
procedures. This remains unchanged following the change in ownership.
NB has a dedicated risk management department that focuses on planning, product development, pricing, and
reinsurance purchase. The head of the department reports to NB's management board.
NB has begun to develop risk models tailored to credit reinsurance and surety insurance to take a structured
approach to evaluating risk. It continues to write surety business based on a zero-loss philosophy and its
administrative systems are able to monitor limits on a real time basis. Reinsurance limits the maximum net loss to
6.3% or 1.3% of shareholders' equity per risk for guarantee and fidelity business, respectively.
In the inward reinsurance business, NB continues to have no retrocession protection and no influence on direct
insurers' risk management or monitoring procedures (such as limits and exposures). Furthermore, the credit
insurance business is highly influenced by macroeconomic cycles. NB has demonstrated its ability to successfully
manage these risks by writing mainly proportional reinsurance, by limiting exposure to €5 million per risk on a
probable maximum loss basis, and by maintaining a high level of geographic and industry diversification in the
portfolio.
Accounting: Extra Capital Sitting In The Antillean Subsidiary
NB reports under Dutch GAAP, as well as producing accounts according to IFRS. In analyzing these accounts,
Standard & Poor's has shown shareholder funds net of dividends paid.
NB retains deposits from those clients who represent higher-than-normal risks. These deposits (€7.2 million at Oct.
1, 2007), held in trust accounts, are not reported on the balance sheet.
NB is not allowed to consolidate its Antillean subsidiary, Antilliaanse Borg-Maatschappij N.V. (ABM), because it is
not regulated by the Dutch insurance supervisor. The subsidiary reinsures approximately 12.5% of NB's surety and
fidelity portfolio and writes a small amount of direct guarantee business. Over the years, profits have been
accumulated in the Antillean company to the extent that around one-half of the NB group's capital base (the group
comprising NB and ABM) now resides in this company. In assessing capital adequacy, this participation is not
treated as an investment in associate companies, but as an investment in bonds, which represent 90% of the invested
assets of ABM. Capital requirements for insurance risk are determined on the basis of the group exposure.
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Operating Performance: Strong And Stable With Improvements In Key Ratios
Table 2
Nationale Borg-Maatschappij N.V./Operating Statistics
-- Year ended Dec. 31 -(Mil. €)
Total revenue
2006
49.5
2005
48.3
2004
43.8
2003
40.1
2002
30.9
Operating result
19.7
14.8
13.7
7.9
6.3
Net income
16.1
11.1
10.0
5.9
5.4
ROR (%)
39.8
30.6
31.3
19.7
20.4
ROA (%)
11.0
8.3
9.0
6.3
6.1
ROE (%)
23.9
20.1
21.4
13.7
13.2
Loss ratio (%)
38.4
46.5
49.0
53.8
53.8
Expense ratio (%)
32.1
31.6
31.9
33.5
36.9
0.0
0.4
0.9
0.9
1.0
Net combined ratio (%)
70.5
78.5
81.8
88.2
91.6
Operating ratio (%)
55.8
63.1
70.1
71.9
75.3
Premium refund ratio (%)
NB continues to post a strong and stable operating performance. The 10-year average ROE and ROR have
remained stable at 17% (2005: 17%) and 26% (2005: 25%), respectively. The overall combined ratio has continued
to improve in 2006 to 70.5% (2005: 78.5%). In 2006, the low net loss ratio was a key driver in the overall result
and is attributed to good underwriting and risk management. Fronting fees have also increased; however, these costs
have been passed on to customers with little impact on business.
The direct guarantee business continued to post strong results, with net premiums written (NPW) rising to €8.7
million (2005: €7.9 million). The extremely low net combined ratio of 18.4% (2005: 48.7%) is attributed to a lower
than usual level of losses.
The reinsurance business remains profitable and stable with NPW (2006: €35.1 million; 2005: €35.5 million) largely
unchanged from the previous year. The slight deterioration in the net combined ratio to 86.2% (2005: 83.3%) is
attributed to increased commission payments; however, it remains at a historical low.
The fidelity business, although small, continues to post stable results with a low level of losses.
The contribution to underwriting profits by product line remains largely unchanged and comprises 48% from
reinsurance, 42% from surety, and 10% from fidelity.
Prospective
NB will continue to post a strong performance, although management expects GPW to remain stable in the short
term, attributing this to the change of ownership. NB's prospective operating performance should benefit from the
distribution diversification resulting from the change of ownership, increased marketing, introduction of new
products, and planned geographical diversification. NB expects the current favorable economic climate of modest
growth to continue for a further three years.
Operating performance could be adversely affected by execution risk arising from geographical diversification of the
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business as well as the risk of unexpectedly large losses. These are mitigated by an experienced management team
and effective underwriting processes and reinsurance protection.
Investments: Highly Liquid And Well Diversified
Table 3
Nationale Borg-Maatschappij N.V./Investment Statistics
-- Year ended Dec. 31 -(Mil. €)
Portfolio composition (%)
Real estate
2006
2005
2004
2003
2002
4.0
4.2
4.9
3.6
4.3
Shares
16.7
11.4
10.8
13.9
19.1
Affiliates
25.3
23.5
25.3
30.0
33.8
Registered bonds
42.0
48.2
42.6
35.6
30.0
Loans
0.0
1.4
2.5
3.3
0.0
Cash and bank deposits
2.5
3.5
7.1
5.6
3.6
Deposits with cedents
7.7
7.8
6.9
8.1
9.1
Other invested assets
1.7
0.0
0.0
0.0
0.0
100.0
100.0
100.0
100.0
100.0
Portfolio performance
Net investment income
6.5
6.1
5.0
5.1
4.1
Running yield (%)
4.7
4.9
5.0
6.2
5.4
Total yield (incl. unrealized gains) (%)
4.6
5.1
5.7
6.1
(0.2)
Total
NB's investment portfolio is highly liquid and well diversified. This includes the investment in affiliates, which
represents ABM and principally consists of investments in investment-grade shares, bonds, and cash.
ING Investment Management continues to manage the portfolio and use a strategic asset allocation model, together
with investment guidelines supplied by NB, to determine allocations in particular asset classes.
Market risk
The overall portfolio carries low market risk, although allocation in equities has risen to 16.7% (2005: 11.4%).
Credit risk
The credit quality of the bond portfolio is high, with 97% invested in investment-grade bonds (89% rated 'A' or
higher and 65% rated 'AA' or higher). NB's portfolio is subject to regular reviews and benchmarking against
projected returns.
Liquidity: Net Underwriting And Operating Cash Flows Consistently Positive
Table 4
Nationale Borg-Maatschappij N.V./Liquidity Statistics
-- Year ended Dec. 31 -(Mil. €)
Underwriting cash flow ratio (%)
2006
150.3
2005
146.6
2004
148.7
2003
134.1
2002
126.0
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Table 4
Nationale Borg-Maatschappij N.V./Liquidity Statistics(cont.)
Operating cash flow ratio (%)
114.0
129.1
125.0
143.6
128.6
Liquid assets/technical reserves (%)
151.0
154.6
137.5
106.3
98.5
Liquidity is viewed as strong. Net underwriting and operating cash flows remain consistently positive; however, in
2006 operating cash flow fell to 113.8% as it was affected by dividend payments to ordinary shareholders of €10.6
million (2005: €4.8 million), which was a part of the acquisition price.
NB maintains a highly liquid investment portfolio as well as the option of making cash calls on reinsurers, if such a
need arises. The company holds sufficient cash to manage day-to-day business; however, 10 claims in excess of
€500,000 submitted simultaneously could cause a liquidity strain on NB's resources. The probability of this
happening is remote and has no precedent in the company's history.
Capitalization: Very Strong Capital Adequacy With Reducing Exposure To
Outward Reinsurance
Standard & Poor's views NB's capitalization as strong, with very strong capital adequacy and prudent reserving, but
a continuing high but reducing exposure to reinsurers. This applies in particular to the direct surety business and is
in common with other credit insurers.
Capital adequacy
NB's capital adequacy ratio, as measured by Standard & Poor's capital model is stable and very strong. Capital
adequacy has benefited from the maintenance of a debt-free balance sheet and a benign claims environment, which
has resulted in lower claims paid (€16.5 million in 2006 from €19.3 million in 2005) and higher retained profits.
Shareholders wish to see NB maintain capital to support the current rating and have stated additional capital is
available if there is a business requirement. Historically, capital was not allocated to different lines of business;
however, NB's management now reviews this on an annual basis as a part of the strategic direction of the company.
NB uses the capital models of both Standard & Poor's and De Nederlandsche Bank, the Dutch financial regulator,
to assess capital adequacy.
Capital quality, although backed with a debt-free conservative balance sheet, is negatively affected due to the high
but declining dependence on reinsurance. This is mitigated by NB's decision in 2007 to revise their reinsurance terms
to retain a greater portion of premium.
Reserves
Standard & Poor's considers that NB uses prudent reserving practices. This remains unchanged from previous years
and an external auditor tests reserving assumptions regularly.
Reinsurance
NB is an extensive user of reinsurance for its surety and fidelity business lines. NB maintains a diversified and high
quality panel of reinsurers, led by Munich Reinsurance Co. (AA-/Stable/--) and rated 'A' or higher. The panel is
regularly reviewed to ensure that concentrations do not develop and that counterparty quality is maintained.
In 2007, the company changed the basis of its reinsurance protection to bring it closer in line with the rest of the
market and to have greater certainty on premium income and the level of capitalization required.
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A quota share treaty is now in place with retention at 50% and excess of loss cover. This limits NB's retention to €5
million per risk. NB is expected to increase premium retention in its direct business to 50% from the current
35%-42%. This will also reduce the cost of reinsurance and is expected to add an additional €1 million pretax
profit per year.
NB also has stop loss cover with ING Re; however, given the ability of the company's capital base to absorb losses,
the future benefit of this facility relative to its cost is under review.
Financial Flexibility: Strong Profit Flows And Comprehensive Reinsurance
Program
Table 5
Nationale Borg-Maatschappij N.V./Financial Statistics
-- Year ended Dec. 31 -(Mil. €)
Total assets
Total adjusted equity
Change in adjusted equity (%)
2006
149.5
2005
144.4
2004
123.4
2003
98.7
2002
87.3
68.9
61.4
50.7
44.3
36.9
12.2
21.2
14.6
20.0
(3.3)
Solvency ratio (%)
160.2
145.6
130.7
126.6
138.1
Technical reserves/net premiums written (%)
130.9
130.4
129.6
132.3
150.2
Technical reserves/adjusted equity (%)
81.7
89.6
99.2
104.5
108.8
Investment leverage (%)
41.8
34.2
35.5
35.3
47.6
Affiliated investment leverage (%)
92.9
85.8
92.6
95.9
116.2
Reinsurance utilization ratio (%)
30.6
30.3
29.5
32.0
31.3
Financial flexibility is viewed as strong given NB's strong debt-free balance sheet, reserves, and additional capacity
provided by the reinsurance program. The new shareholders have indicated their willingness to supply additional
capital through retained profits or new shares, should there be a business need. NB also maintains bank liquidity
lines and a fronting facility provided by ING Bank NV (AA/Stable/A-1+), the net cost of which has increased
modestly following the change of ownership.
Ratings Detail (As Of November 13, 2007)*
Nationale Borg-Maatschappij N.V.
Financial Strength Rating
Local Currency
A-/Stable/--
Counterparty Credit Rating
Local Currency
A-/Stable/--
Holding Company
None
Domicile
Netherlands
*Unless otherwise noted, all ratings in this report are global scale ratings. Standard & Poor's credit ratings on the global scale are comparable across countries. Standard
& Poor's credit ratings on a national scale are relative to obligors or obligations within that specific country.
Additional Contact:
Insurance Ratings Europe; [email protected]
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