UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-6234
ACMAT CORPORATION
Connecticut 06-0682460
---------------------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
233 Main Street, New Britain, Connecticut 06050-2350
----------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number including area code: (860) 229-9000
NONE
----
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Class Shares outstanding
-------------- at October 31, 2001
-------------------
Common Stock 557,589
Class A Stock 1,842,618
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION PAGE
----
Item 1. Unaudited Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidated Statements of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations 11
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
2
Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, December 31,
Assets 2001 2000
------ ---- ----
(Unaudited)
Investments:
Fixed maturities-available for sale at fair value (Cost of
$59,392,330 in 2001 and $70,487,764 in 2000) 60,461,404 70,370,912
Equity securities, at fair value (Cost of $6,047,262 in 2001 and
$2,561,512 in 2000) 5,855,640 2,220,936
Mortgage loans -- 289,625
Short-term investments, at cost which approximates fair value 7,757,453 3,249,065
------------ ------------
Total investments 74,074,497 76,130,538
Cash and cash equivalents 8,127,530 7,446,941
Accrued interest receivable 756,491 1,033,411
Reinsurance recoverable 2,185,116 2,580,388
Receivables, net 5,724,381 4,140,363
Prepaid expenses 269,348 133,018
Deferred income taxes 291,766 833,865
Property & equipment, net 12,252,329 12,624,792
Deferred policy acquisition costs 1,453,116 1,438,747
Other assets 3,422,984 3,612,239
Intangibles, net 1,997,079 2,242,067
------------ ------------
110,554,637 112,216,369
============ ============
Liabilities & Stockholders' Equity
Accounts payable 3,352,754 2,407,958
Reserves for losses and loss adjustment expenses 24,813,804 29,310,606
Unearned premiums 5,332,079 5,442,777
Collateral held 11,934,113 8,673,378
Income taxes 23,170 22,582
Accrued liabilities 350,837 1,178,816
Long-term debt 26,469,007 27,696,587
------------ ------------
Total liabilities 72,275,764 74,732,704
Commitments and contingencies
Stockholders' Equity:
Common Stock (No par value; 3,500,000 shares authorized; 557,589
and 557,589 shares issued and outstanding) 557,589 557,589
Class A Stock (No par value; 10,000,000 shares authorized; 1,843,019
and 2,057,254 shares issued and outstanding) 1,843,019 2,057,254
Retained earnings 35,299,183 35,326,305
Accumulated other comprehensive income (loss) 579,082 (457,483)
------------ ------------
Total stockholders' equity 38,278,873 37,483,665
------------ ------------
110,554,637 112,216,369
============ ============
See Notes to Consolidated Financial Statements.
3
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings (Unaudited)
Three months ended, Nine months ended
September 30, September 30,
------------- -------------
2001 2000 2001 2000
---- ---- ---- ----
Earned premiums $ 1,802,479 2,310,467 5,743,466 6,778,573
Contract revenues 4,290,636 3,840,853 10,729,787 9,551,338
Investment income, net 958,074 1,147,016 3,113,192 3,506,164
Net realized capital gains (losses) 33,027 (6,325) 297,742 (114,879)
Other income 205,915 372,445 577,939 800,280
----------- ----------- ----------- -----------
7,290,131 7,664,456 20,462,126 20,521,476
----------- ----------- ----------- -----------
Losses and loss adjustment expenses 404,576 394,324 1,175,612 1,228,109
Amortization of policy acquisition costs 482,678 698,137 1,458,679 1,683,497
Cost of contract revenues 4,022,606 3,592,296 9,694,220 8,942,869
General and administrative expenses 1,125,732 1,263,964 3,942,613 3,811,856
Interest expense 693,965 798,508 2,037,811 2,276,365
----------- ----------- ----------- -----------
6,729,557 6,747,229 18,308,935 17,942,696
----------- ----------- ----------- -----------
Earnings before income taxes 560,574 917,227 2,153,191 2,578,780
Income taxes 141,944 369,868 712,698 858,505
----------- ----------- ----------- -----------
Net earnings $ 418,630 547,359 1,440,493 1,720,275
=========== =========== =========== ===========
Basic earnings per share $ .17 .20 .59 .60
Diluted earnings per share $ .17 .19 .57 .60
See Notes to Consolidated Financial Statements.
4
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Unaudited)
September 30, 2000 and 2001
Accumulated
Common Class A Additional Other Total
stock par stock par paid-in Retained Comprehensive stockholders'
value value capital earnings Income (Loss) equity
----- ----- ------- -------- ------------- ------
Balance as of December 31, 1999 $ 584,828 $ 2,304,587 $ -- $ 35,151,966 ($ 1,914,389) $ 36,126,992
Comprehensive income:
Net unrealized gains on debt and
equity securities, net of tax -- -- -- -- 765,859 765,859
Net earnings -- -- -- 1,720,275 -- 1,720,275
------------
Total comprehensive income 2,486,134
Acquisition and retirement of 17,680
shares of Common Stock (17,680) -- -- (318,240) -- (335,920)
Acquisition and retirement of 72,333
shares of Class A Stock -- (72,333) -- (518,537) -- (590,870)
----------- ----------- --------- ------------ ------------ ------------
Balance as of September 30, 2000 $ 567,148 $ 2,232,254 $ -- $ 36,035,464 ($ 1,148,530) $ 37,686,336
=========== =========== ========= ============ ============ ============
Balance as of December 31, 2000 $ 557,589 $ 2,057,254 $ -- $ 35,326,305 ($ 457,483) $ 37,483,665
Comprehensive income:
Net unrealized losses on debt
and equity securities -- -- -- -- 1,036,565 1,036,565
Net earnings -- -- -- 1,440,493 -- 1,440,493
------------
Total comprehensive income 2,477,058
Acquisition and retirement of 214,235
shares of Class A Stock -- (214,235) -- (1,467,615) -- (1,681,850)
----------- ----------- --------- ------------ ------------ ------------
Balance as of September 30, 2001 $ 557,589 $ 1,843,019 $ -- $ 35,299,183 $ 579,082 $ 38,278,873
=========== =========== ========= ============ ============ ============
See Notes to Consolidated Financial Statements.
5
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 2001 and 2000
2001 2000
---- ----
Cash flows from operating activities:
Net earnings $ 1,440,493 1,720,275
Adjustments to reconcile net earnings to net cash (used for)
provided by operating activities:
Depreciation and amortization 1,246,672 1,180,261
Net realized capital (gains) losses (297,742) 114,879
Changes in:
Accrued interest receivable 276,920 105,262
Reinsurance recoverable 395,272 3,171,035
Receivables, net (1,584,018) (1,765,383)
Deferred policy acquisition costs (14,369) (283,108)
Prepaid expenses and other assets 52,925 (1,240,509)
Accounts payable and accrued liabilities 116,817 1,610,720
Reserves for losses and loss adjustment expenses (4,496,802) (10,815,629)
Collateral held 3,260,735 (3,538,001)
Income taxes, net 244,316 543,279
Unearned premiums (110,698) 486,257
------------ ------------
Net cash provided by (used for) operating activities 530,521 (8,710,662)
------------ ------------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 23,622,623 9,251,178
Fixed maturities-matured 17,920,000 8,651,000
Equity securities 2,536,207 325,000
Mortgages 289,625 --
Short-term investments 13,855,824 13,230,100
Purchases of:
Fixed maturities (30,545,304) (7,873,333)
Equity securities (6,000,000) (821,250)
Mortgages -- (297,368)
Short-term investments (18,364,212) (15,058,110)
Capital expenditures (255,265) (350,825)
------------ ------------
Net cash provided by investing activities 3,059,498 7,056,392
------------ ------------
Cash flows from financing activities:
Payments on long-term debt (1,227,580) (1,193,752)
Payments for acquisition & retirement of stock (1,681,850) (926,790)
------------ ------------
Net cash used for financing activities (2,909,430) (2,120,542)
------------ ------------
Net change in cash 680,589 (3,774,812)
Cash at beginning of period 7,446,941 7,054,911
------------ ------------
Cash at end of period $ 8,127,530 3,280,099
============ ============
See Notes to Consolidated Financial Statements.
6
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
(1) Financial Statements
The consolidated financial statements include the accounts of ACMAT Corporation
("ACMAT" or the "Company") and its subsidiaries. The consolidated financial
statements have been prepared in conformity with generally accepted accounting
principles and are unaudited.
The interim financial information contained in this report has been prepared
from the books and records of the Company and its subsidiaries and reflects, in
the opinion of the management of the Company, all adjustments (consisting of
normal and recurring accruals) necessary to fairly present results of operations
for the periods indicated. All significant intercompany accounts and
transactions have been eliminated in consolidation.
These statements should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 2000.
(2) Earnings Per Share
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share ("EPS") computations for the nine-month
periods ended September 30, 2001 and 2000.
Average
Shares Per-Share
Earnings Outstanding Amount
-------- ----------- ------
2001:
Basic EPS:
Earnings available to stockholders $1,440,493 2,453,592 $ .59
Effect of Dilutive Securities:
Stock options -- 59,962
---------- ----------
Diluted EPS:
Earnings available to stockholders $1,440,493 2,513,554 $ .57
========== ==========
2000:
Basic EPS:
Earnings available to stockholders $1,720,275 2,847,641 $ .60
Effect of Dilutive Securities:
Stock options $ -- 38,405
---------- ----------
Diluted EPS:
Earnings available to stockholders $1,720,275 2,886,046 $ .60
========== ==========
(3) Supplemental Cash Flow Information
Income taxes paid during the nine months ended September 30, 2001 and 2000 was
$468,382 and $315,224, respectively. Interest paid for the nine months ended
September 30, 2001 and 2000 was $1,762,747 and $1,745,660, respectively.
7
(4) Comprehensive Income
The following table summarizes reclassification adjustments for other
comprehensive income (loss) and the related tax affects for the nine months
ended September 30, 2001 and 2000:
2001 2000
---------- ----------
Unrealized gains (losses) on investments:
Unrealized holding gain (loss) arising during period $1,233,075 690,039
Less reclassification adjustment for gains (losses) included in net income, net of
income tax expense (benefit) of ($101,232) and ($39,059) and for 2001
and 2000, respectively 196,510 (75,820)
---------- ----------
Other comprehensive income (loss) $1,036,565 765,859
========== ==========
(5) Future Accounting Standards
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
was issued in June 1998 and establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The cumulative effect of adopting FAS 133, as
amended, on January 1, 2001 had no effect. There were no derivative
transactions during the first nine months of 2001.
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets" (FAS 142). FAS 142 addresses the
initial recognition and measurement of intangible assets acquired either singly
or with a group of other assets, as well as the measurement of goodwill and
other intangible assets subsequent to their initial acquisition. FAS 142 changes
the accounting for goodwill and intangible assets that have indefinite useful
lives from an amortization approach to an impairment-only approach that requires
that those assets be tested at least annually for impairment. Intangible assets
that have finite useful lives will continue to be amortized over their useful
lives, but without an arbitrary ceiling on their useful lives. FAS 142 is
required to be applied starting with fiscal years beginning after December 15,
2001 and is required to be applied at the beginning of an entity's fiscal year.
The statement is to be applied to all goodwill and other intangible assets
recognized in an entity's financial statements at that date. Impairment losses
for goodwill and indefinite lived intangible assets that arise due to the
initial application of FAS 142 (resulting from an impairment test) are to be
reported as a change in accounting principle. Retroactive application is not
permitted. The Company has not yet determined the impact that FAS 142 will have
on its consolidated financial statements.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" (FAS 143). FAS 143 changes
the measurement of an asset retirement obligation from a cost-accumulation
approach to a fair value approach, where the fair value (discounted value) of an
asset retirement obligation is recognized as a liability in the period in which
it is incurred and accretion expense is recognized using the credit-adjusted
risk-free interest rate in effect when the liability was initially recognized.
The associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset and subsequently amortized into expense. The
pre-FAS 143 prescribed practice of reporting a retirement obligation as a
contra-asset will no longer be allowed. The Company is in the process of
assessing the impact of this new standard that will take effect on January 1,
2003.
In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144).
FAS 144 establishes a single accounting model for long-lived assets to be
disposed of by sale. A long lived asset classified as held for sale is to be
measured at the lower of its carrying amount or fair value less cost to sell and
depreciation (amortization) is to cease. Impairment is recognized only if the
carrying amount of a long-lived asset is not recoverable from its undiscounted
cash flows and is measured as the difference between the carrying amount and
fair value of the asset. Long-lived assets to be abandoned, exchanged for a
similar productive asset, or distributed to owners in a spin-off are considered
held and used until disposed of. Accordingly, discontinued operations are no
longer to be measured on a net realizable value basis, and future operating
losses are no longer recognized before they occur.
The Company will adopt FAS 144 effective January 1, 2002. The provisions of the
new standard are generally to be applied prospectively and are not expected to
significantly affect the Company's results of operations, financial condition or
liquidity.
(6) Segment Reporting
The Company has three reportable operating segments: ACSTAR Bonding, United
Coastal Liability Insurance and ACMAT Contracting. The Company's reportable
segments are primarily the three main legal entities of the Company which offer
different products and services. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies.
8
The United Coastal Liability Insurance operating segment offers specific lines
of liability insurance as an approved non-admitted excess and surplus lines
insurer in forty-six states, Puerto Rico, the Virgin Islands and the District of
Columbia. United Coastal offers claims made and occurrence policies for specific
specialty lines of liability insurance through certain excess and surplus lines
brokers who are licensed and regulated by the state insurance department(s) in
the state(s) in which they operate. United Coastal offers general, asbestos,
lead, pollution and professional liability insurance nationwide to specialty
trade contractors, environmental contractors, property owner, storage and
treatment facilities and professionals. United Coastal also offers products
liability insurance to manufacturers and distributors.
The Bonding operating segment provides, primarily through ACSTAR, surety bonds
written for prime, specialty trade, environmental, asbestos and lead abatement
contractors and miscellaneous obligations. ACSTAR also offers other
miscellaneous surety such as workers' compensation bonds, supply bonds,
subdivision bonds and license and permit bonds.
ACMAT Contracting provides construction contracting services to commercial and
governmental customers. ACMAT Contracting also provides underwriting services to
its insurance subsidiaries. In addition, ACMAT Contracting owns a commercial
office building in New Britain Connecticut and leases office space to its
insurance subsidiaries as to well as third parties.
The Company evaluates performance based on earnings before income taxes and
excluding interest expense. The Company accounts for intersegment revenue and
expenses as if the products/services were to third parties. Information relating
to the three segments for the three and nine-month periods ended September 30,
2001 and 2000 is summarized as follows:
Three Months ended Nine Months ended
------------------ -----------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
ACSTAR Bonding $ 1,244,332 1,579,633 $ 4,219,383 4,602,571
United Coastal Liability Insurance 1,421,332 1,769,338 4,703,309 5,220,072
ACMAT Contracting 5,160,712 4,846,905 13,400,210 12,910,111
----------- ----------- ----------- -----------
$ 7,826,376 8,195,876 $22,322,902 22,732,754
=========== =========== =========== ===========
Operating Earnings:
ACSTAR Bonding $ 408,653 587,495 $ 1,558,298 1,577,952
United Coastal Liability Insurance 624,304 892,461 2,100,693 2,453,860
ACMAT Contracting 263,457 344,742 816,023 1,151,107
----------- ----------- ----------- -----------
$ 1,296,414 1,824,698 $ 4,475,014 5,182,919
=========== =========== =========== ===========
Depreciation and Amortization:
ACSTAR Bonding $ 155,749 131,065 $ 461,826 391,649
United Coastal Liability Insurance 73,165 90,795 235,588 291,524
ACMAT Contracting 193,651 166,059 549,258 497,088
----------- ----------- ----------- -----------
$ 422,565 387,919 $ 1,246,672 1,180,261
=========== =========== =========== ===========
Identifiable Assets: September 30, 2001 December 31, 2000
------------------ -----------------
ACSTAR Bonding $ 42,884,935 41,801,164
United Coastal Liability Insurance 49,676,780 52,781,561
ACMAT Contracting 17,992,922 17,633,644
------------ ------------
$110,554,637 112,216,369
============ ============
9
The components of revenue for each segment for the three and nine-month periods
ended September 30, 2001 and 2000 are as follows:
Three Months Ended Nine Months Ended
------------------ -----------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
ACSTAR Bonding:
Premiums $ 918,374 1,272,951 $ 2,978,740 3,634,041
Investment income, net 397,567 305,942 1,176,840 949,489
Capital gains/(losses) 16,239 (5,622) 146,085 (5,622)
Other income (expense) (87,848) 6,362 (82,282) 24,663
------------ ------------ ------------ ------------
$ 1,244,332 1,579,633 $ 4,219,383 4,602,571
============ ============ ============ ============
United Coastal Liability Insurance:
Premiums $ 884,105 1,037,516 $ 2,764,726 3,144,532
Investment income, net 510,546 728,235 1,772,555 2,174,141
Equity income (loss) from limited
partnership investment --
Capital gains/(losses) 16,788 (703) 151,657 (109,257)
Other income 9,893 4,290 14,371 10,656
------------ ------------ ------------ ------------
$ 1,421,332 1,769,338 $ 4,703,309 5,220,072
============ ============ ============ ============
ACMAT Contracting:
Contract revenues $ 4,290,636 3,840,853 $ 10,729,787 9,551,338
Investment income, net 7,081 5,812 33,683 52,824
Intersegment revenue:
Rental income 305,340 305,341 972,452 955,093
Underwriting services and agency
commissions 273,785 333,106 1,018,438 1,296,426
Other income 283,870 361,793 645,850 1,054,430
------------ ------------ ------------ ------------
$ 5,160,712 4,846,905 $ 13,400,210 12,910,111
============ ============ ============ ============
The following is a reconciliation of segment totals for revenue and operating
income to corresponding amounts in the Company's statement of earnings:
Three Months Ended Nine Months Ended
------------------ -----------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenue:
Total revenue for reportable segments $ 7,826,376 8,195,876 $ 22,322,902 22,732,754
Intersegment eliminations (536,245) (531,420) (1,860,776) (2,211,278)
------------ ------------ ------------ ------------
$ 7,290,131 7,664,456 $ 20,462,126 20,521,476
============ ============ ============ ============
Operating Earnings:
Total operating earnings for
reportable segments $ 1,296,414 1,824,698 $ 4,475,014 5,182,919
Interest expense (693,965) (798,508) (2,037,811) (2,276,365)
Other operating expenses (41,875) (108,963) (284,012) (327,774)
------------ ------------ ------------ ------------
$ 560,574 917,227 $ 2,153,191 2,578,780
============ ============ ============ ============
Operating earnings for ACMAT contracting are operating revenues less cost of
contract revenues and identifiable selling, general and administrative expenses.
Operating earnings for the bonding and liability insurance segments are revenues
less losses and loss adjustment expenses, amortization of policy acquisition
costs and identifiable selling, general and administrative expenses. The
adjustments and eliminations required to arrive at consolidated amounts shown
above consist principally of the elimination of the intersegment revenues
related to the performance of certain services and rental charges. Identifiable
assets are those assets that are used by each segment's operations. Foreign
revenues are not significant.
10
ACMAT CORPORATION
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
CONSOLIDATED RESULTS OF OPERATIONS:
Net earnings were $418,630 for the three months ended September 30, 2001
compared to $547,359 for the same period a year ago. Net earnings for the nine
months ended September 30, 2001 were $1,440,493 compared to $1,720,275 for the
nine months ended September 30, 2000. The decrease in 2001 net earnings compared
to the 2000 net earnings was due primarily to a reduction in earned premiums
resulting from a new reinsurance treaty effective May 1, 2000.
Revenues were $7,290,131 for the three months ended September 30, 2001 compared
to $7,664,456 for the same period in 2000. Revenues were $20,462,126 for the
nine months ended September 30, 2001 compared to $20,521,476 for the same period
in 2000. Earned premiums were $1,802,479 for the three months ended September
30, 2001 compared to $2,310,467 for the same period a year ago. Earned premiums
were $5,743,466 for the nine months ended September 30, 2001 compared to
$6,778,573 for the same period in 2000. Contract revenues were $4,290,636 for
the three months ended September 30, 2001 compared to $3,840,853 for the same
period a year ago. Contract revenues were $10,729,787 for the nine months ended
September 30, 2001 compared to $9,551,338 for the nine months ended September
30, 2000. Contract revenue is difficult to predict and depends greatly on the
successful securement of contracts bid.
Investment income was $958,074 for the three months ended September 30, 2001
compared to $1,147,016 for the same period in 2000. Investment income was
$3,113,192 for the nine months ended September 30, 2001 compared to $3,506,164
for the same period in 2000. The decrease in investment income was primarily
related to a decrease in invested assets which were used to reduce long-term
debt. Net realized capital gains for the three months ended September 30, 2001
were $33,027 compared to realized capital losses of $6,325 for the same period a
year ago. Net realized capital gains were $297,742 for the nine months ended
September 30, 2001 compared to net realized capital losses of $114,879 for the
same period a year ago.
Other income was $205,915 for the three months ended September 30, 2001 compared
to $372,445 for the same period in 2000. Other income was $577,939 for the nine
months ended September 30, 2001 compared to $800,280 for the nine months ended
September 30, 2000. Other income consists primarily of rental income.
Losses and loss adjustment expenses were $404,576 for the three months ended
September 30, 2001 compared to $394,324 for the same period a year ago. Losses
and loss adjustment expenses were $1,175,612 for the nine months ended September
30, 2001 compared to $1,228,109 for the same period a year ago. Amortization of
policy acquisition costs were $482,678 for the three months ended September 30,
2001 compared to $698,137 for the same period in 2000. Amortization of policy
acquisition costs were $1,458,679 for the nine months ended September 30, 2001
compared to $1,683,497 for the nine months ended September 30, 2000.
Costs of contract revenues were $4,022,606 for the three months ended September
30, 2001 compared to $3,592,296 for the same period a year ago, representing
gross profit margin 6.2 % and 6.5%, respectively. Costs of contract revenues
were $9,694,220 for the nine months ended September 30, 2001 compared to
$8,942,869 for the same period a year ago, representing gross profit margins of
9.7% and 6.4%, respectively. Gross margin fluctuates each year based upon the
profitability of specific projects.
General and administrative expenses were $1,125,732 for the three months ended
September 30, 2001 compared to $1,263,964 for the same period a year ago.
General and administrative expenses were $3,942,613 for the nine months ended
September 30, 2001 compared to $3,811,856 for the nine months ended September
30, 2000. The decrease in quarterly general and administrative expenses in 2001
compared to 2000 is due primarily to a decrease in salary expense offset in part
by an increase in depreciation expense.
Interest expense was $693,965 for the three months ended September 30, 2001
compared to $798,508 for the same period in 2000. Interest expense was
$2,037,811 for the nine months ended September 30, 2001 compared to $2,276,365
for the same period a year ago. The decrease in interest expense is due to the
decrease in long-term debt.
11
Income tax expense was $141,944 for the three months ended September 30, 2001
compared to $369,868 for the same period a year ago representing effective tax
rates of 25.3% and 40.3%, respectively. Income tax expense was $712,698 for the
nine months ended September 30, 2001 compared to $858,505 for the same period a
year ago, representing effective tax rates of 33.1% and 33.3%, respectively. The
fluctuation in the effective tax rate reflects a one-time charge related to an
IRS examination completed in 2000.
Results of Operations by Segment:
---------------------------------
ACSTAR BONDING: Three Months ended September 30, Nine Months ended September 30,
-------------------------------- -------------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Revenue $1,244,332 1,579,633 4,219,383 4,602,571
Operating Earnings $ 408,653 587,495 1,558,298 1,577,952
Revenues for the ACSTAR Bonding segment were $1,244,332 for the three months
ended September 30, 2001 compared to $1,579,633 for the same period in 2000.
Revenues for the ACSTAR Bonding segment were $4,219,383 for the nine months
ended September 30, 2001 compared to $4,602,571 for the nine months ended
September 30, 2000. Net written premiums were $855,858 for the three months
ended September 30, 2001 compared to $1,229,862 for the three months ended
September 30, 2000. Net written premiums were $2,682,809 for the nine months
ended September 30, 2001 compared to $3,644,107 for the same period a year ago.
Earned premiums were $918,374 for the three months ended September 30, 2001
compared to $1,272,951 for the three months ended September 30, 2000. Earned
premiums were $2,978,740 for the nine months ended September 30, 2001 compared
to $3,634,041 for the nine months ended September 30, 2000.
The net written premiums and earned premiums for the three and nine months ended
September 30, 2001 as compared to the three and nine months ended September 30,
2000 reflect the Company's new reinsurance treaty. Effective May 1, 2000, the
Company cedes significantly more of its bond exposure than under its previous
reinsurance treaties. Such reinsurance is applicable on a per principal basis
for losses in excess of $1,000,000 up to $13,000,000. Prior to May 1, 2000,
reinsurance was applicable to losses in excess of $2,000,000 on a per bond basis
with the Company retaining approximately $5,000,000 of losses up to $13,000,000.
Investment income was $397,567 for the three months ended September 30, 2001
compared to $305,942 for the same period a year ago. Investment income was
$1,176,840 for the nine months ended September 30, 2001 compared to $949,489 for
the nine months ended September 30, 2000. The investment income reflects a
decrease in invested assets offset by an increase in the effective yield on
those invested assets.
Operating earnings for the ACSTAR Bonding segment were $408,653 for the three
months ended September 30, 2001 compared to $587,495 for the same period in
2000. Operating earnings for the nine months ended September 30, 2001 were
$1,558,298 compared to $1,577,992 for the nine months ended September 30, 2000.
The decrease in 2001 operating earnings compared to 2000 operating earnings
reflects the Company's new reinsurance program and an increase in the
amortization of policy acquisition costs.
Losses and loss adjustment expenses were $139,344 for the three months ended
September 30, 2001 compared to $64,925 for the same period a year ago. Losses
and loss adjustment expenses were $346,195 for the nine months ended September
30, 2001 compared to $196,413 for the same period a year ago. Amortization of
policy acquisition costs were $371,666 for the three months ended September 30,
2001 compared to $551,030 for the same period in 2000. Amortization of policy
acquisition were $1,248,325 for the nine months ended September 30, 2001
compared to $1,479,278 for the same period a year ago. The decrease in
amortization of policy acquisition costs in 2001 compared to 2000 is primarily
attributable to the reduction in average commission expense.
General and administrative expenses were $324,669 for the three months ended
September 30, 2001 compared to $376,183 for the same period a year ago. General
and administrative expenses were $1,066,565 for the nine months ended September
30, 2001 compared to $1,348,928 for the same period a year ago. The decrease in
general and administrative expenses is due primarily to the implementation of a
Funds Administration Agreement with ACMAT in 2000. ACMAT collects funds from
certain obligees of ACSTAR and makes payments directly to the vendors and
subcontractors of selected principals for certain bond obligations.
12
UNITED COASTAL LIABILITY INSURANCE:
Three Months ended September 30, Nine Months ended September 30,
-------------------------------- -------------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Revenue $1,421,332 1,769,338 $4,703,309 5,220,072
Operating Earnings $ 624,304 892,461 $2,100,693 2,453,860
Revenues for the United Coastal Liability Insurance segment were $1,421,332 for
the three months ended September 30, 2001 compared to $1,769,338 for the same
period in 2000. Revenues for the United Coastal Liability Insurance segment were
$4,703,309 for the nine months ended September 30, 2001 compared to $5,220,072
for the nine months ended September 30, 2000. The 2001 decrease in revenue
reflects a decrease in earned premiums and investment income compared to 2000.
Net written premiums were $1,175,258 for the three months ended September 30,
2001 compared to $502,866 for the three months ended September 30, 2000. Net
written premiums were $3,122,490 for the nine months ended September 30, 2001
compared to $3,170,425 for the same period a year ago. Earned premiums were
$884,105 for the three months ended September 30, 2001 compared to $1,037,516
for the three months ended September 30, 2000. Earned premiums were $2,764,726
for the nine months ended September 30, 2001 compared to $3,144,532 for the nine
months ended September 30, 2000.
Investment income was $510,546 for the three months ended September 30, 2001
compared to $728,235 for the same period a year ago. Investment income was
$1,772,555 for the nine months ended September 30, 2001 compared to $2,174,141
for the nine months ended September 30, 2000. The decrease in investment income
was primarily related to a decrease in invested assets as a result of dividends
distributed to the parent company to reduce corporate debt. Net realized capital
gains were $16,788 for the three months ended September 30, 2001, as compared to
realized capital losses of $703 for the same period a year ago. Net realized
capital gains were $151,657 for the nine months ended September 30, 2001 as
compared to realized capital losses of $109,257.
Operating earnings for the United Coastal Liability Insurance segment were
$624,304 for the three months ended September 30, 2001 as compared to $892,461
for the same period in 2000. Operating earnings for the nine months ended
September 30, 2001 were $2,100,693 compared to $2,453,860 for the nine months
ended September 30, 2000. The decrease in 2001 operating earnings compared to
2000 operating earnings is due primarily to a decrease in earned premiums and
investment income offset in part by a reduction in amortization of policy
acquisition costs and losses and loss adjustment expenses.
Losses and loss adjustment expenses were $265,232 for the three months ended
September 30, 2001 compared to $329,399 for the same period a year ago. Losses
and loss adjustment expenses were $829,417 for the nine months ended September
30, 2001 compared to $1,031,696 for the same period a year ago. The decrease in
losses and loss adjustment expenses are attributable to the decrease in earned
premiums. Amortization of policy acquisition costs were $293,905 for the three
months ended September 30, 2001 as compared to $321,980 for the same period in
2000. Amortization of policy acquisition were $936,575 for the nine months ended
September 30, 2001 compared to $981,776 for the same period a year ago. The
decrease in amortization of policy acquisition costs is primarily attributable
to the decrease in earned premiums.
General and administrative expenses were $237,891 for the three months ended
September 30, 2001 compared to $225,498 for the same period a year ago. General
and administrative expenses were $836,624 for the nine months ended September
30, 2001 compared to $752,740 for the same period a year ago.
ACMAT CONTRACTING: Three Months ended September 30 Nine Months ended September 30,
------------------------------- -------------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenue $ 5,160,712 4,846,905 $13,400,210 12,910,111
Operating Earnings $ 263,457 344,742 $ 816,023 1,151,107
Revenues for the ACMAT Contracting segment were $5,160,712 for the three months
ended September 30, 2001 compared to $4,846,905 for the same period in 2000.
Revenues were $13,400,210 for the nine months ended September 30, 2001 compared
to $12,910,111 for the same period a year ago. The 2001 increase in revenue
reflects an increase in contract revenues compared to 2000. Contract revenue is
difficult to predict and depends greatly on the successful securement of
contracts bid.
13
Operating earnings for the ACMAT Contracting segment were $263,457 for the three
months ended September 30, 2001 compared to $344,742 for the same period a year
ago. Operating earnings were $816,023 for the nine months ended September 30,
2001 compared to $1,151,107or the nine months ended September 30, 2000. The
decrease in 2001 operating earnings compared to 2000 operating earnings is due
primarily
Cost of contract revenues were $4,022,606 for the three months ended September
30, 2001 compared to $3,592,296 for the same period in 2000 representing gross
profit margin of 6.2% and 6.5%, respectively. Cost of contract revenues were
$9,694,220 for the nine months ended September 30, 2001 compared to $8,942,869
for the same period a year ago, representing gross profit margins of 9.7% and
6.4%, respectively. Gross margin fluctuates each year based upon the
profitability of specific projects.
General and administrative expenses were $874,649 for the three months ended
September 30, 2001 compared to $909,867 for the same period a year ago. General
and administrative expenses were $2,889,967 for the nine months ended September
30, 2001 compared to $2,816,135 for the same period a year ago.
RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES:
Reserves for losses and loss adjustment expenses are established with respect to
both reported and incurred but not reported claims for insured risks. The amount
of loss reserves for reported claims is primarily based upon a case-by-case
evaluation of the type of risk involved, knowledge of the circumstances
surrounding each claim and the policy provisions relating to the type of claim.
As part of the reserving process, historical data is reviewed and consideration
is given to the anticipated impact of various factors such as legal developments
and economic conditions, including the effects of inflation. Reserves are
monitored and evaluated periodically using current information on reported
claims.
Management believes that the reserves for losses and loss adjustment expenses at
September 30, 2001 are adequate to cover the unpaid portion of the ultimate net
cost of losses and loss adjustment expenses, including losses incurred but not
reported. Reserves for losses and loss adjustment expenses are estimates at any
given point in time of what the Company may have to pay ultimately on incurred
losses, including related settlement costs, based on facts and circumstances
then known. The Company also reviews its claim reporting patterns, loss
experience, risk factors and current trends and considers their effect in the
determination of estimates of incurred but not reported reserves. Ultimate
losses and loss adjustment expenses are affected by many factors which are
difficult to predict, such as claim severity and frequency, inflation levels and
unexpected and unfavorable judicial rulings. Reserves for surety claims also
consider the amount of collateral held as well as the financial strength of the
principal and its indemnitors.
The Company's insurance subsidiaries' loss ratios under generally accepted
accounting principles ("GAAP") were 20.5% and 18.1% for the nine-month periods
ended September 30, 2001 and 2000, respectively. These loss ratios are below
industry averages and are believed to be the result of conservative
underwriting. There can be no assurance that such loss ratios can continue. The
Company's insurance subsidiaries' expense ratios under GAAP were 69.9% and 61.4%
for the nine month period ended September 30, 2001 and 2000, respectively. The
Company's insurance subsidiaries' combined ratios under GAAP were 90.4% and
79.5% for the nine-month period ended September 30, 2001 and 2000, respectively.
The increase in the 2001 combined ratio results primarily from the decrease in
earned premiums.
LIQUIDITY AND CAPITAL RESOURCES:
The Company internally generates sufficient funds for its operations and
maintains a relatively high degree of liquidity in its investment portfolio. The
primary sources of funds to meet the demands of claim settlements and operating
expenses are premium collections, investment earnings and maturing investments.
The Company has no material commitments for capital expenditures and, in the
opinion of management, has adequate sources of liquidity to fund its operations
over the next year.
ACMAT, exclusive of its subsidiaries, has incurred negative cash flows from
operating activities primarily because of interest expense related to notes
payable and long-term debt incurred by ACMAT to acquire and capitalize its
insurance subsidiaries and to repurchase Company stock.
ACMAT's principal sources of funds are dividends from its wholly-owned
subsidiaries, intercompany and short-term borrowings, insurance underwriting
fees from its subsidiaries, construction contracting operations and rental
income. Management believes that these sources of funds are adequate to service
its indebtedness.
The Company provided cash flow from operations of $530,521 for the nine-month
period ended September 30, 2001 compared to cash flow used of $8,710,662 for the
same period in 2000. Net cash flows provided by operations in 2001 were from
cash collateral. Substantially all of the Company's cash flow was used to repay
long-term debt and repurchase stock. The Company's short term investment
strategy coincides with the relatively short maturity of its liabilities which
are comprised primarily of reserves for losses covered by claims-made insurance
policies, reserves related to surety bonds and collateral held for surety
obligations.
14
Net cash provided by investing activities in the first nine-months of 2001
amounted to $3,059,498 compared to $7,056,392 for the same period in 2000.
Purchases of investments are made based upon excess cash available after the
payment of losses and loss adjustment expenses and other operating and
non-operating expenses.
The terms of the Company's note agreements contain limitations on payment of
cash dividends, re-acquisition of shares, borrowings and investments and require
maintenance of specified ratios and minimum net worth levels, including cross
default provisions. The payment of future cash dividends and the re-acquisition
of shares are restricted each to amounts of an Available Fund. The Available
Fund is a cumulative fund which is increased each year by 20% of the
Consolidated Net Earnings (as defined). The Company is in compliance with all
covenants at September 30, 2001.
The Company maintains a short-term unsecured bank credit line totaling $10
million to fund interim cash requirements. There were no borrowings under this
line of credit as of September 30, 2001.
During the nine-month period ended September 30, 2001, the Company also
purchased, in the open market and privately negotiated transactions, 214,235
shares of its Class A Stock at an average price of $7.85 per share.
The Company's principal source of cash for repayment of long-term debt is from
dividends from its two insurance companies. Under applicable insurance
regulations, ACMAT's insurance subsidiaries are restricted as to the amount of
dividends they may pay to their respective holding companies, without the prior
approval of their domestic State insurance department. The amount of dividends
ACMAT's insurance subsidiaries may pay, without prior approval of domestic
State insurance departments, are limited to approximately $6,900,000 in 2001.
The dividend limitation has increased from previous disclosures because of an
adjustment to reduce excess of statutory reserves over statement reserves and
similar increase to unassigned surplus.
REGULATORY ENVIRONMENT
Risk-based capital requirements are used as early warning tools by the National
Association of Insurance Commissioners and the states to identify companies that
require further regulatory action. The ratio for each of the Company's insurance
subsidiaries as of September 30, 2001 was above the level which might require
regulatory action.
15
Part II - Other Information
Item - Exhibits and Reports on Form 8-K
a. Exhibits - None
b. Report on Form 8-K - None
16
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ACMAT CORPORATION
Date: November 14, 2001 /s/ Henry W. Nozko, Sr.
---------------------------------------------
Henry W. Nozko, Sr., President and Chairman
Date: November 14, 2001 /s/ Henry W. Nozko, Jr.
---------------------------------------------
Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
Date: November 14, 2001 /s/ Michael P. Cifone
-----------------------
Michael P. Cifone, Vice President - Finance
(Principal Financial and Accounting Officer)
17