REPORT OF EXAMINATION OF THE NATIONS INSURANCE COMPANY AS OF DECEMBER 31, 2011

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1 REPORT OF EXAMINATION OF THE NATIONS INSURANCE COMPANY AS OF DECEMBER 31, 2011 Filed April 8, 2013

2 TABLE OF CONTENTS PAGE SCOPE OF EXAMINATION... 1 MANAGEMENT AND CONTROL:... 2 Management Agreements... 3 CORPORATE RECORDS... 5 FIDELITY BONDS AND OTHER INSURANCE... 5 TERRITORY AND PLAN OF OPERATION... 5 REINSURANCE... 6 ACCOUNTS AND RECORDS:... 6 Information Systems... 6 FINANCIAL STATEMENTS:... 6 Statement of Financial Condition as of December 31, Underwriting and Investment Exhibit for the Year Ended December 31, Reconciliation of Surplus as Regards Policyholders from December 31, 2008 through December 31, COMMENTS ON FINANCIAL STATEMENT ITEMS: Losses and Loss Adjustment Expenses SUMMARY OF COMMENTS AND RECOMMENDATIONS: Current Report of Examination Previous Report of Examination ACKNOWLEDGMENT... 12

3 Los Angeles, California February 15, 2013 Honorable Dave Jones Insurance Commissioner California Department of Insurance Sacramento, California Dear Commissioner: Pursuant to your instructions, an examination was made of the NATIONS INSURANCE COMPANY (hereinafter also referred to as the Company) at its home office located at 2390 East Orangewood Avenue, Suite 250, Anaheim, California During the course of examination, the Company moved its statutory office to its current location from Center Court Drive, Suite 325, Cerritos, California SCOPE OF EXAMINATION We have performed our single-state examination of the Company. The previous examination of the Company was made as of December 31, This examination covers the period from January 1, 2009 through December 31, The examination was conducted in accordance with the National Association of Insurance Commissioners Financial Condition Examiners Handbook. The Handbook requires the planning and performance of the examination to evaluate the Company s financial condition, to identify prospective risks, and to obtain information about the Company, including corporate governance, identification and assessment of inherent risks, and the evaluation of the system controls and procedures used to mitigate those risks. The examination also included an assessment of the principles used and the significant estimates made by management, as well as an evaluation of the overall financial statement presentation, and management s compliance with Statutory Accounting

4 Principles and Annual Statement instructions. All accounts and activities of the Company were considered in accordance with the risk-focused examination process. In addition to those items specifically commented upon in this report, other phases of the Company s operations were reviewed including the following areas that require no further comment: company history; pensions, stock ownership and insurance plans; growth of company; loss experience; and statutory deposits. MANAGEMENT AND CONTROL The controlling stockholders, Elias Assaf and Raimundo Ruiz, own 86% and 14%, respectively, of the Company s stock. The following chart depicts the Company s relationship with its affiliated companies as of December 31, 2011: Elias Assaf and Raimundo Ruiz Nations Insurance Company (California) Elias Assaf 86% Raimundo Ruiz 14% Multi-State Insurance Services, Inc. (California) Elias Assaf 50% Raimundo Ruiz 50% Multi-State General Agency, Inc. (California) Elias Assaf 50% Raimundo Ruiz 50% AFA Claim Services, Inc. (California) Elias Assaf 33.34% Raimundo Ruiz 33.33% Perry Daskas 33.33% The three members of the board of directors, who are elected annually, manage the business and affairs of the Company. Following are members of the board and principal officers of the Company serving at December 31, 2011: 2

5 Directors Name and Residence Elias Assaf Huntington Beach, California Zeina Assaf Huntington Beach, California Raimundo Ruiz Valencia, California Principal Business Affiliation Chairman of the Board, President and Chief Executive Officer Nations Insurance Company Secretary Nations Insurance Company President Multi-State Insurance Services, Inc. Principal Officers Name Elias Assaf Elda Boudaghians Zeina Assaf Title President and Chief Executive Officer Chief Financial Officer Secretary Management Agreements Program Management Agreement: On March 8, 2008, the Company entered into a program management agreement with its affiliate, Multi-State Insurance Services, Inc. (MSIS). MSIS provides the Company with accounting, marketing, administrative, underwriting, computer programming, personnel, and other management services. MSIS performs similar services on behalf of other non-affiliated insurers (Insurers). As compensation, for the services provided, MSIS is reimbursed based on the total cost expensed on behalf of all Insurers divided by the percentage of net written premium written through the Company as compared to net written premium written through the Insurers. This agreement was approved by the California Department of Insurance (CDI) on March 8, During the three year examination period, the Company made the following payments to MSIS: 3

6 Year Amount 2009 $ 846, $1,450, $2,193,587 Claims Management Agreement: The Company was a party to a claims management agreement with a former affiliate, MSI Claims Administrator, Inc. (MSI). MSI had provided the Company with processing, investigating, adjusting, compromising, defending, litigating, supervising, and payment of claim services. MSI also performed similar claims services on behalf of the Insurers. Under the terms of the agreement, MSI was reimbursed for its services based on the total cost expended on behalf of all Insurers, divided by the percentage of claims adjusted on behalf of the Company, as compared to total claims adjusted on behalf of the Insurers. The agreement was previously approved by the CDI on March 8, The Company terminated the agreement in March During 2009, the Company paid MSI $101,523. Claims Management Agreement: On April 1, 2009, the Company entered into a new claims management agreement with its affiliate, AFA Claim Services, Inc. (AFA), to replace the previous terminated claims management agreement with MSI, as discussed above. Under the terms of the agreement, AFA provides the Company with processing, investigating, adjusting, compromising, defending, litigating, supervising, and payment of claims. For compensation, AFA receives 5.5% of the Company s gross earned premiums for its services. This agreement was approved by the CDI on June 9, During the three year examination period, the Company made the following payments to AFA: Year Amount 2009 $254, $400, $721,674 4

7 CORPORATE RECORDS California Insurance Code (CIC) Section 735 requires that the Company inform the board members of receipt of the Report of Examination. The board should be informed of the report both in the form first formally prepared by the examiners and in the form as finally settled and officially filed by the commissioner. The board must also enter that fact in the board minutes. A review of the board minutes disclosed that both the officially filed report and the first formally prepared draft by the examiners were not presented to the board. It is recommended that the Company implement procedures to ensure compliance with CIC Section 735. The Company s board actions regarding the authorization and approval of investments did not satisfy the requirements of CIC Section 1201, as the board minutes failed to document specific references to amounts, facts and the values of the securities. This deficiency was also noted in the prior Report of Examination, and it is again recommended that the Company implement procedures to ensure compliance with CIC Section FIDELITY BONDS AND OTHER INSURANCE The Company obtained fidelity bond coverage of $150,000 as it was recommended in the prior Report of Examination. However, based on the Company s current exposure, the National Association of Insurance Commissioners (NAIC) suggested minimum coverage for the Company is now $1,000,000. It is again recommended that the Company obtain adequate fidelity bond and additional insurance coverage in accordance with the NAIC recommendation. TERRITORY AND PLAN OF OPERATION As of December 31, 2011, the Company is authorized to write private passenger automobile liability and physical damage coverage solely in California. Underwriting 5

8 activities are targeted exclusively toward insuring non-standard risks. In 2011, the Company wrote $15.9 million of direct premiums. The Company s business is produced by an affiliated general agency, Multi-State Insurance Services, Inc., whose sales are generated through independent insurance brokers across California. REINSURANCE The Company had no reinsurance during the examination period. ACCOUNTS AND RECORDS Information Systems During the course of the examination, a review was made of the Company s general controls over its information systems, including the areas of improvement recommended in the prior Report of Examination. The review noted improvements in the Company s general controls over its information systems and the Company indicated that it has made further progress and capital improvements in these areas since the last review. However, deficiencies were still noted in areas such as information security, operational controls, disaster recovery, and business continuity planning. It is recommend that the Company review its information systems and make appropriate changes to further strengthen its general controls. FINANCIAL STATEMENTS The financial statements prepared for this examination report include: Statement of Financial Condition as of December 31, 2011 Underwriting and Investment Exhibit for the Year Ended December 31, 2011 Reconciliation of Surplus as Regards Policyholders from December 31, 2008 through December 31,

9 Statement of Financial Condition as of December 31, 2011 Assets Ledger and Nonledger Assets Assets Not Admitted Net Admitted Assets Notes Bonds $ 2,084,077 $ $ 2,084,077 Common stocks 480, ,801 Cash and short-term investments 11,576,514 11,576,514 Investment income due and accrued 19,207 19,207 Premiums and agents balances in course of collection 1,981,761 1,981,761 Premiums, agents balances and installments booked but deferred and not yet due 5,595,916 5,595,916 Net deferred tax asset 576,533 17, ,140 Electronic data processing equipment and software 15,854 15,854 0 Furniture and equipment, including health care delivery assets 6,042 6,042 0 Aggregate write-ins for other than invested assets 19,269 19,269 0 Total assets $ 22,355,974 $ 58,558 $ 22,297,416 Liabilities, Surplus and Other Funds Losses and loss adjustment expenses $ 3,559,466 (1) Commissions payable, contingent commissions and other similar charges 366,784 Other expenses 79,944 Taxes, licenses and fees 228,820 Current federal and foreign income taxes 48,999 Unearned premiums 7,348,583 Payable to parent, subsidiaries and affiliates 258,922 Total liabilities 11,891,518 Common capital stock $ 2,600,040 Gross paid-in and contributed surplus 7,400,147 Unassigned funds (surplus) 405,711 Surplus as regards policyholders 10,405,898 Total liabilities, surplus and other funds $ 22,297,416 7

10 Underwriting and Investment Exhibit for the Year Ended December 31, 2011 Statement of Income Underwriting Income Premiums earned $ 13,253,977 Deductions: Losses and loss expenses incurred $ 9,150,297 Other underwriting expenses incurred 5,607,545 Total underwriting deductions 14,757,842 Net underwriting loss (1,503,865) Investment Income Net investment income earned $ 133,652 Net realized capital gain 8,059 Net investment gain 141,711 Other Income Net loss from agents or premium balances charged off (amount recovered $6,087 amount charged off $138,449) $ (132,362) Finance and service charges not included in premiums 2,280,415 Aggregate write-ins for miscellaneous income 1,400 Total other income 2,149,453 Net income before federal and foreign income taxes 787,299 Federal and foreign income taxes incurred 425,405 Net income $ 361,894 Capital and Surplus Account Surplus as regards policyholders, December 31, 2010 $ 9,882,907 Net income $ 361,894 Change in net unrealized capital losses (19,209) Change in net deferred income tax 210,727 Change in nonadmitted assets (30,421) Change in surplus as regards policyholders for the year 522,991 Surplus as regards policyholders, December 31, 2011 $ 10,405,898 8

11 Reconciliation of Surplus as Regards Policyholders from December 31, 2008 through December 31, 2011 Surplus as regards policyholders, December 31, 2008, per Examination $ 9,172,258 Gain in Surplus Loss in Surplus Net income $ 933,690 $ Net unrealized capital losses 19,209 Change in net deferred income tax 213,496 Change in nonadmitted assets 105,976 Surplus adjustments: Transferred from capital 313 Total gains and losses $ 1,253,162 $ 19,522 Net increase in surplus as regards policyholders 1,233,640 Surplus as regards policyholders, December 31, 2011, per Examination $ 10,405,898 9

12 COMMENTS ON FINANCIAL STATEMENT ITEMS (1) Losses and Loss Adjustment Expenses The December 31, 2011 loss and loss adjustment expense reserves were evaluated by a Casualty Actuary from the California Department of Insurance. Based on the analysis performed, the Company s reserves for losses and loss adjustment expenses were deemed reasonable. SUMMARY OF COMMENTS AND RECOMMENDATIONS Current Report of Examination Corporate Records (Page 5): It is recommended that the Company implement procedures to ensure compliance with California Insurance Code (CIC) Section 735. Corporate Records (Page 5): It is again recommended that the Company implement policies and procedures to ensure compliance with CIC Section Fidelity Bonds and Other Insurance (Page 5): It is again recommended that the Company obtain adequate fidelity bond and additional insurance coverage in accordance with the National Association of Insurance Commissioners recommendation. Accounts and Records Information Systems (Page 6): It is recommended that the Company review its information systems and make appropriate changes to further strengthen its general controls. 10

13 Previous Report of Examination Corporate Records (Page 4): It was recommended that the Company implement procedures within its board meetings to comply with California Insurance Code (CIC) Sections 1200 and The Company complied with CIC Section 1200; however the Company failed to comply with CIC Section Fidelity Bonds and Other Insurance (Page 4): It was recommended that the Company obtain adequate fidelity bond and additional insurance coverage in accordance with the National Association of Insurance Commissioners (NAIC) suggestion. The Company obtained fidelity bond coverage; however, the Company failed to obtain adequate coverage suggested by the NAIC based on the Company s current exposure. Accounts and Records (Page 5): It was recommended that the Company correct the disclosures in the Annual Statement, Jurat Page and Notes to Financial Statement, Note 19. The Company complied with the recommendation. Accounts and Records (Page 5): It was recommended that the Company prepare an aging report for agents balances on at least a quarterly basis to comply with the nonadmitted calculation requirements set forth in the National Association of Insurance Commissioners Statements of Statutory Accounting Principles No. 6. The Company complied with the recommendation. Accounts and Records (Page 6): It was recommended that the Company review its information systems and make appropriate changes to strengthen its internal controls. The Company made improvements; however, further enhancements are necessary to strengthen its general controls. 11

14 ACKNOWLEDGMENT Acknowledgment is made of the cooperation and assistance extended by the Company s officers and employees during the course of this examination. Respectfully submitted, /S/ Sayaka T. Dillon, CFE Examiner-In-Charge Senior Insurance Examiner Department of Insurance State of California 12

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