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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 June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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.
Shares outstanding
Title of Class at July 31, 2002
- -------------- ----------------
Common Stock 553,355
Class A Stock 1,825,019
TABLE OF CONTENTS
PAGE
----
Part I FINANCIAL INFORMATION
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 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Matters 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
2
Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, December 31,
Assets 2002 2001
------------ ------------
(Unaudited)
Investments:
Fixed maturities-available for sale at fair value (Cost of $60,951,959 in
2002 and $61,841,391 in 2001) $ 61,800,189 62,210,923
Equity securities, at fair value (Cost of $6,344,300 in 2002 and
$5,065,262 in 2001 6,535,016 4,916,900
Short-term investments, at cost which approximates fair value 1,691,871 371,744
------------ ------------
Total investments 70,027,076 67,499,567
Cash and cash equivalents 12,370,283 12,784,806
Accrued interest receivable 577,836 750,078
Receivables, net 7,858,238 4,839,559
Reinsurance recoverable 6,164,934 2,772,668
Prepaid expenses 117,867 125,731
Income tax receivable 1,342,591 --
Deferred income taxes 378,003 450,303
Property & equipment, net 12,037,455 12,273,656
Deferred policy acquisition costs 1,275,976 1,165,556
Other assets 3,004,229 4,881,172
Intangibles, net 1,920,360 1,920,360
------------ ------------
$117,074,848 109,463,456
============ ============
Liabilities & Stockholders' Equity
Accounts payable $ 5,763,698 3,480,204
Reserves for losses and loss adjustment expenses 27,397,484 22,585,626
Unearned premiums 4,626,209 4,155,197
Collateral held 16,405,244 15,948,636
Income taxes -- 13,592
Other accrued liabilities 612,054 757,665
Long-term debt 22,559,982 24,550,361
------------ ------------
Total liabilities 77,364,671 71,491,281
Commitments and contingencies
Stockholders' Equity:
Common Stock (No par value; 3,500,000 shares authorized; 553,355
and 557,589 shares issued and outstanding) 553,355 557,589
Class A Stock (No par value; 10,000,000 shares authorized; 1,825,019
and 1,827,019 shared and outstanding) 1,825,019 1,827,019
Retained earnings 36,890,928 35,460,226
Accumulated other comprehensive income 440,875 127,341
------------ ------------
Total Stockholders' Equity 39,710,177 37,972,175
------------ ------------
$117,074,848 109,463,456
============ ============
See Notes to Consolidated Financial Statements.
3
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings (Unaudited)
Three months ended Six months ended
June 30 June 30
--------------------------------- ---------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Contract revenues $ 6,634,068 3,774,814 11,801,599 6,439,151
Earned premiums 2,058,341 1,909,007 $ 3,597,877 3,940,987
Investment income, net 913,114 1,050,933 1,797,627 2,155,118
Net realized capital gains (691) 242,574 16,962 264,715
(losses)
Life insurance proceeds, net -- -- 3,348,903 --
Other income 265,357 217,752 368,357 372,024
------------ ------------ ------------ ------------
9,870,189 7,195,080 20,931,325 13,171,995
------------ ------------ ------------ ------------
Cost of contract revenues 6,937,171 3,358,804 12,611,912 5,671,614
Losses and loss adjustment 496,680 359,198 3,078,223 771,036
expenses
Amortization of policy 416,256 618,918 848,819 976,001
acquisition costs
General and administrative 1,254,136 1,380,289 2,694,679 2,816,881
expenses
Interest expense 505,868 652,570 1,043,082 1,343,846
------------ ------------ ------------ ------------
9,610,111 6,369,779 20,276,715 11,579,378
------------ ------------ ------------ ------------
Earnings before income taxes 260,078 825,301 654,610 1,592,617
(benefits)
Income taxes (benefits) (546,085) 322,337 (888,862) 570,754
------------ ------------ ------------ ------------
Net earnings $ 806,163 502,964 1,543,472 1,021,863
============ ============ ============ ============
Basic earnings per share $ .34 .21 .65 .41
Diluted earnings per share $ .33 .20 .63 .40
See Notes to Consolidated Financial Statements.
4
ACMAT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
June 30, 2002 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, 2000 $ 557,589 2,057,254 -- 35,326,305 (457,483) 37,483,665
Comprehensive income:
Net unrealized gains on debt
and equity securities -- -- -- -- 322,499 322,499
Net earnings -- -- -- 1,021,863 -- 1,021,863
-----------
Total comprehensive income 1,344,362
Acquisition and retirement of
214,235 shares of Class A Stock -- (214,235) -- (1,467,615) -- (1,681,850)
----------- ----------- -- ----------- ----------- -----------
Balance as of June 30, 2001 $ 557,589 1,843,019 -- 34,880,553 (134,984) 37,146,177
=========== =========== == =========== =========== ===========
Balance as of December 31, 2001 557,589 1,827,019 -- 35,460,226 127,341 37,972,175
Comprehensive income:
Net unrealized gains on debt
and equity securities -- -- -- -- 313,534 313,534
Net earnings -- -- -- 1,543,472 -- 1,543,472
-----------
Total comprehensive income 1,857,006
Acquisition and retirement of
4,234 shares of Common Stock (4,234) -- -- (76,255) -- (80,489)
Acquisition and retirement of
9,500 shares of Class A Stock -- (9,500) -- (83,390) -- (92,890)
Exercise of 7,500 shares of Class A
Stock pursuant to Stock options -- 7,500 -- 46,875 -- 54,375
----------- ----------- -- ----------- ----------- -----------
Balance as of June 30, 2002 $ 553,355 1,825,019 -- 36,890,928 440,875 39,710,177
=========== =========== == =========== =========== ===========
See Notes to Consolidated Financial Statements.
5
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2002 and 2001
2002 2001
------------ -----------
Cash flows from operating activities:
Net earnings $ 1,543,472 1,021,863
Adjustments to reconcile net earnings to net cash used for
operating activities:
Depreciation and amortization 532,199 824,156
Net realized capital (gains) losses (16,962) (264,715)
Changes in:
Accrued interest receivable 172,242 281,678
Reinsurance recoverable (3,392,266) 343,212
Receivables, net (3,018,679) (1,193,474)
Deferred policy acquisition costs (110,420) (68,845)
Prepaid expenses and other assets 1,884,807 (579,259)
Accounts payable and other accrued liabilities 2,137,883 473,605
Reserves for losses and loss adjustment expenses 4,811,858 (2,383,553)
Collateral held 456,608 5,321,249
Income taxes, net (1,417,166) 214,471
Unearned premiums 471,012 68,962
------------ -----------
Net cash provided by operating activities 4,054,588 4,059,350
------------ -----------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 4,395,321 21,325,519
Fixed maturities-matured 8,590,000 11,260,000
Equity securities 636,490 500,000
Short term investments 4,407,970 8,160,064
Mortgages -- 289,625
Purchases of:
Fixed maturities (12,232,708) (22,437,429)
Equity securities (2,275,000) (2,000,000)
Short-term investments (5,728,097) (13,343,769)
Capital expenditures (153,706) (224,173)
------------ -----------
Net cash provided by (used for) investing activities (2,359,730) 3,529,837
------------ -----------
Cash flows from financing activities:
Repayments on long-term debt (1,990,379) (816,835)
Issuance of Class A Stock 54,375 --
Payments for acquisition & retirement of stock (173,377) (1,681,850)
------------ -----------
Net cash used for financing activities (2,109,381) (2,498,685)
------------ -----------
Net change in cash (414,523) 5,090,502
Cash at beginning of period 12,784,806 7,446,941
------------ -----------
Cash at end of period $ 12,370,283 12,537,443
============ ===========
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 accounting principles generally
accepted in the United States of America 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, 2001.
(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 three-month
periods ended June 30, 2002 and 2001:
Average
Shares Per-Share
2002: Earnings Outstanding Amount
----- -------- ----------- ------
Basic EPS:
Earnings available to stockholders $ 806,163 2,379,032 $.34
Effect of Dilutive Securities:
Stock options -- 68,423
---------- ---------
Diluted EPS:
Earnings available to stockholders $ 806,163 2,447,455 $.33
========== ========= ====
2001:
-----
Basic EPS:
Earnings available to stockholders $ 502,964 2,434,218 $.21
Effect of Dilutive Securities:
Stock options -- 63,570
---------- ---------
Diluted EPS:
Earnings available to stockholders $ 502,964 2,497,788 $.20
========== ========= ====
The following is a reconciliation of the numerators and denominators of the
basic and diluted EPS computations for the six-month periods ended June 30, 2002
and 2001:
Average
Shares Per-Share
2002: Earnings Outstanding Amount
----- -------- ----------- ------
Basic EPS:
Earnings available to stockholders $1,543,472 2,380,529 $.65
Effect of Dilutive Securities:
Stock options -- 62,783
---------- ---------
Diluted EPS:
Earnings available to stockholders $1,543,472 2,443,314 $.63
========== ========= ====
2001:
Basic EPS:
Earnings available to stockholders $1,021,863 2,480,523 $.41
Effect of Dilutive Securities:
Stock options -- 58,074
---------- ---------
Diluted EPS:
Earnings available to stockholders $1,021,863 2,538,597 $.40
========== ========= ====
The Convertible Notes were anti-dilutive in 2002 and 2001.
7
(3) Supplemental Cash Flow Information
Income taxes paid during the six months ended June 30, 2002 and 2001 was
$538,302 and $356,280, respectively. Interest paid for the six months ended June
30, 2002 and 2001 was $1,098,178 and $541,065, respectively.
(4) Comprehensive Income
The following table summarizes reclassification adjustments for other
comprehensive income (loss) and the related tax effects for the six months ended
June 30, 2002 and 2001:
2002 2001
-------- --------
Unrealized gains on investments:
Unrealized holding gain arising during period $324,729 $497,211
Less reclassification adjustment for gains included in net
income, net of income tax expense of $5,767 and $90,003 for
2002 and 2001, respectively 11,195 174,712
-------- --------
Other comprehensive income $313,534 $322,499
======== ========
(5) Accounting Changes
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.
Upon adoption of SFAS No. 142, on January 1, 2002, the Company evaluated its
existing intangible asset that was acquired in a purchase business combination,
to make any necessary reclassifications in order to conform with the new
classification criteria in SFAS No. 141 for recognition separate from goodwill.
The Company reassessed the useful lives and residual values of all intangible
assets acquired. If an intangible asset is identified as having an indefinite
useful life, the Company will be required to test the intangible asset for
impairment in accordance with the provisions of SFAS No. 142. Impairment is
measured as the excess of carrying value over the fair value of an intangible
asset with an indefinite life. Any impairment loss will be measured as of the
date of adoption and recognized as the cumulative effect of a change in
accounting principle.
As of January 1, 2002, the Company had an unamortized asset in the amount of
$1,920,360 which was subject to the transition provisions of SFAS No. 142. The
Company stopped amortizing intangibles on January 1, 2002. Net earnings and
earnings per share adjusted to exclude intangible amortization for the three and
six-month periods ended June 30, 2001 are as follows:
Three months ended Six months ended
June 30, 2001 June 30, 2001
------------- -------------
Net Earnings $ 502,964 $ 1,021,863
Intangible Amortization 38,073 76,146
------------- -------------
Adjusted Net Earnings 541,037 1,098,009
============= =============
Basic earnings per share:
Reported earnings per share $ .21 $ .41
Intangible amortization .02 .03
------------- -------------
Adjusted earnings per share .23 .44
============= =============
Diluted earnings per share:
Reported earnings per share $ .20 $ .40
Intangible amortization .01 .03
------------- -------------
Adjusted earnings per share .21 .43
============= =============
In addition, the Company has performed the transitional impairment tests using
the fair value approach required by the new standard. Based on these tests, the
Company did not impair any intangible asset.
8
(6) Accounting Standards Not Yet Adopted
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 that will take effect on January 1, 2003.
In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" (FAS
146). FAS 146 requires that a liability for costs associated with exit or
disposal activities be recognized when the liability is incurred. Existing
generally accepted accounting principles provide for the recognition of such
costs at the date of management's commitment to an exit plan. In addition, FAS
146 requires that the liability be measured at fair value and be adjusted for
changes in estimated cash flows. The provisions of the new standard are
effective for exit or disposal activities initiated after December 31, 2002. The
Company does not expect the impact of this new standard to be significant.
(7) Life Insurance Proceeds, net
On January 13, 2002, the Founder, Chairman, President and Chief Executive
Officer of the Corporation died at the age of 82. At the time of his death, Mr.
Nozko, Sr. owned of record or beneficially shares of the Corporation's Common
Stock and Class A Stock having approximately 53% of the total voting power of
the Corporation's voting capital stock. During the pendency of Mr. Nozko's
estate, such voting power has been vested in the executors of the estate who are
his son, Henry W. Nozko, Jr., the current Chairman, President and Chief
Executive Officer of the Corporation, and his daughter Pamela N. Cosmas.
The Company was the owner and beneficiary of several key-man life insurance
policies totaling approximately $11.9 million. After consideration of the
cash-surrender value of the policies, the Company reported a gross gain of
approximately $8.8 million during the first quarter of 2002. In connection with
the passing of Henry W. Nozko, Sr., the Company incurred certain obligations,
previously approved by the Board of Directors, totaling approximately $5.5
million. These obligations for consulting fees, widow's compensation and unused
vacation pay were due only to the extent that sufficient proceeds existed from
the life insurance policies at the time of Mr. Nozko's death.
(8) Segment Reporting
The Company has three reportable operating segments: ACMAT Contracting, ACSTAR
Bonding and United Coastal Liability Insurance. 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.
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.
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, professional,
products, pollution, asbestos and lead liability insurance 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.
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 well as third parties.
9
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 six-month periods ended June 30, 2002
and 2001 is summarized as follows:
Three Months ended Six Months ended
------------------------------------ -----------------------------------
2002 2001 2002 2001
------------ ----------- ----------- ----------
Revenues:
ACSTAR Bonding $ 1,545,516 1,595,462 2,678,383 2,975,051
United Coastal Liability Insurance 1,338,764 1,563,468 2,576,980 3,281,977
ACMAT Contracting 7,615,271 4,528,667 13,486,948 8,239,498
------------ ----------- ----------- ----------
$ 10,499,551 7,687,597 18,742,311 14,496,526
============ =========== =========== ==========
Operating Earnings (Loss):
ACSTAR Bonding $ 599,538 684,830 361,358 1,149,645
United Coastal Liability Insurance 759,350 734,606 (503,803) 1,476,389
ACMAT Contracting (592,942) 176,032 (1,508,766) 552,566
------------ ----------- ----------- ----------
$ 765,946 1,595,468 (1,651,211) 3,178,600
============ =========== =========== ==========
Depreciation and Amortization:
ACSTAR Bonding 99,280 154,929 198,421 306,126
United Coastal Liability Insurance 50,712 75,306 100,415 162,423
ACMAT Contracting 88,623 188,600 233,363 355,607
------------ ----------- ----------- ----------
$ 238,615 418,835 532,199 824,156
============ =========== =========== ==========
Identifiable Assets: June 30, 2002 December 31, 2001
------------- -----------------
ACSTAR Bonding $ 48,017,778 48,282,555
United Coastal Liability Insurance 48,682,058 42,801,086
ACMAT Contracting 20,375,012 18,379,815
------------ -----------
$117,074,848 109,463,456
============ ===========
The components of revenue for each segment for the three and six-month periods
ended June 30, 2002 and 2001 are as follows:
Three Months ended Six Months ended
----------------------------- -----------------------------
2002 2001 2002 2001
----------- ---------- ----------- ---------
ACSTAR Bonding:
Premiums $ 1,208,216 1,078,062 2,011,394 2,060,366
Investment income, net 338,004 391,304 668,384 779,273
Capital gains -- 126,096 (237) 129,846
Other (704) -- (1,158) 5,566
----------- ---------- ----------- ---------
$ 1,545,516 1,595,462 2,678,383 2,975,051
=========== ========== =========== =========
United Coastal Liability Insurance:
Premiums $ 850,125 830,945 1,586,483 1,880,621
Investment income, net 484,704 612,118 966,064 1,262,009
Capital gains/(losses) (691) 116,478 17,199 134,869
Other 4,626 3,927 7,234 4,478
----------- ---------- ----------- ---------
$ 1,338,764 1,563,468 2,576,980 3,281,977
=========== ========== =========== =========
ACMAT Contracting:
Contract revenues $ 6,634,068 3,774,814 11,801,599 6,439,151
Investment income, net 40,892 5,273 83,665 26,602
Intersegment revenue:
Rental income 305,340 305,341 675,319 667,112
Underwriting services, agency
commissions and funds
administration services 372,353 229,414 564,084 744,653
Other 262,618 213,825 362,281 361,980
----------- ---------- ----------- ---------
$ 7,615,271 4,528,667 13,486,948 8,239,498
=========== ========== =========== =========
10
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 Six Months ended
Revenue: 2002 2001 2002 2001
------------ ----------- ----------- -----------
Total revenue for reportable segments $ 10,499,551 7,687,597 18,742,311 14,496,526
Life insurance proceeds, net -- -- 3,348,903 --
Intersegment eliminations (629,362) (492,517) (1,159,889) (1,324,531)
------------ ----------- ----------- -----------
$ 9,870,189 7,195,080 20,931,325 13,171,995
============ =========== =========== ===========
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.
Operating Earnings:
Total operating earnings for reportable
segments $765,946 1,595,468 (1,651,211) 3,178,600
Interest expense (505,868) (652,570) (1,043,082) (1,343,846)
Life insurance proceeds, net -- -- 3,348,903 --
Other operating expenses -- (117,597) -- (242,137)
-------- ---------- ---------- ----------
$260,078 825,301 654,610 1,592,617
======== ========== ========== ==========
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.
11
ACMAT CORPORATION
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
CONSOLIDATED RESULTS OF OPERATIONS:
Net earnings were $806,163 for the three months ended June 30, 2002 compared to
$502,964 for the same period a year ago. Net earnings for the six months ended
June 30, 2002 were $1,543,472 compared to $1,021,863 for the six months ended
June 30, 2001. Net earnings for the three months ended June 30, 2002 reflect
additional remediation expenses incurred on a construction project that
significantly exceeded the original estimate, tax benefits and lower capital
gains as compared to the same quarter a year ago. The increase in net earnings
for the six months ended June 30, 2002 reflects the net affect of life insurance
proceeds, net of the related obligations, due to the death of the Chairman and
President of the Company and the related tax benefits offset by an increase to
loss reserves due to adverse development in prior years, additional remediation
expenses incurred on a construction project that significantly exceeded the
original estimate and lower capital gains.
Revenues were $9,870,189 for the three months ended June 30, 2002 compared to
$7,195,080 for the same period in 2001. Revenues were $20,931,325 for the six
months ended June 30, 2002 compared to $13,171,995 for the same period in 2001.
Earned premiums were $2,058,341 for the three months ended June 30, 2002
compared to $1,909,007 for the same period a year ago. Earned premiums were
$3,597,877 for the six months ended June 30, 2002 compared to $3,940,987 for the
same period in 2001. Contract revenues were $6,634,068 for the three months
ended June 30, 2002 compared to $3,774,814 for the same period a year ago.
Contract revenues were $11,801,599 for the six months ended June 30, 2002
compared to $6,439,151 for the six months ended June 30, 2001. Contract revenue
is difficult to predict and depends greatly on the successful securement of
contracts bid.
Investment income was $913,114 for the three months ended June 30, 2002 compared
to $1,050,933 for the same period in 2001. Investment income was $1,797,627 for
the six months ended June 30, 2002 compared to $2,155,118 for the same period in
2001. The decrease in investment income was primarily related to a decrease in
the yield on invested assets offset in part by an increase in invested assets.
Net realized capital losses for the three months ended June 30, 2002 were $691
compared to net realized capital gains of $242,574 for the same period a year
ago. Net realized capital gains were $16,962 for the six months ended June 30,
2002 compared to net realized capital gains of $264,715 for the same period a
year ago.
Life insurance proceeds reflect the net proceeds of several key-man life
insurance policies totaling approximately $8,800,000. In addition, the Company
incurred certain obligations, previously approved by the Board of Directors,
totaling approximately $5,500,000. These obligations for consulting fees,
widow's compensation and unused vacation pay were due only to the extent that
sufficient proceeds existed from the life insurance policies at the time of Mr.
Nozko's death.
Other income was $265,357 for the three months ended June 30, 2002 compared to
$217,752 for the same period in 2001. Other income was $368,357 for the six
months ended June 30, 2002 compared to $372,024 for the six months ended June
30, 2001. Other income consists primarily of rental income.
Losses and loss adjustment expenses were $496,680 for the three months ended
June 30, 2002 compared to $359,198 for the same period a year ago. Losses and
loss adjustment expenses were $3,078,223 for the six months ended June 30, 2002
compared to $771,036 for the same period a year ago. The increase in losses and
loss adjustment expenses is attributable to the strengthening of loss reserves
due to adverse development in prior years. During the six-month period ended
June 30, 2002, the Company increased reserves by a net amount of $2,220,000.
Amortization of policy acquisition costs were $416,256 for the three months
ended June 30, 2002 compared to $618,918 for the same period in 2001.
Amortization of policy acquisition costs were $848,819 for the six months ended
June 30, 2002 compared to $976,001 for the six months ended June 30, 2001. The
decrease in amortization of policy acquisition costs reflects a decrease in
commissions paid.
Costs of contract revenues were $6,937,171 for the three months ended June 30,
2002 compared to $3,358,804 for the same period a year ago, representing gross
profit (loss) margin (4.6)% and 11.0%, respectively. Costs of contract revenues
were $12,611,912 for the six months ended June 30, 2002 compared to $5,671,614
for the same period a year ago, representing gross profit (loss) margins of
(6.9)% and 11.9%, respectively. The Company incurred additional remediation
expenses on a construction project that significantly exceeded the original
estimate. Gross margin fluctuates each year based upon the profitability of
specific projects.
General and administrative expenses were $1,254,136 for the three months ended
June 30, 2002 compared to $1,380,289 for the same period a year ago. General and
administrative expenses were $2,694,679 for the six months ended June 30, 2002
compared to $2,816,881 for the six months ended June 30, 2001. The decrease in
general and administrative expenses in 2002 compared to 2001 is due primarily to
no further amortization expense related to intangibles.
Interest expense was $505,868 for the three months ended June 30, 2002 compared
to $652,570 for the same period in 2001. Interest expense was $1,043,082 for the
six months ended June 30, 2002 compared to $1,343,846 for the same period a year
ago. The decrease in interest expense is due to the decrease in long-term debt
and replacement of high interest bearing debt by lower interest bearing debt.
12
Income tax benefit was $546,085 for the three months ended June 30, 2002
compared to income tax expense of $322,337 for the same period a year ago
representing effective tax rates of (210)% and 39.1%, respectively. Income tax
benefit was ($888,862) for the six months ended June 30, 2002 compared to income
tax expense of $570,754 for the same period a year ago, representing effective
tax rates of (136)% and 35.8%, respectively. The change in the effective rate is
primarily due to the recognition of net life insurance proceeds during the three
months ended March 31, 2002 which are exempt for income tax purposes.
Results of Operations by Segment:
ACSTAR BONDING: Three Months ended June 30, Six Months ended June 30,
--------------------------- ---------------------------
2002 2001 2002 2001
---------- --------- ---------- ---------
Revenue $1,545,516 1,595,462 $2,678,383 2,975,051
Operating Earnings $ 599,538 684,830 $ 361,358 1,149,645
Revenues for the ACSTAR Bonding segment were $1,545,516 for the three months
ended June 30, 2002 compared to $1,595,462 for the same period in 2001. Revenues
for the ACSTAR Bonding segment were $2,678,383 for the six months ended June 30,
2002 compared to $2,975,051 for the six months ended June 30, 2001. Net written
premiums were $1,359,801 for the three months ended June 30, 2002 compared to
$986,518 for the three months ended June 30, 2001. Net written premiums were
$2,026,933 for the six months ended June 30, 2002 compared to $1,826,951 for the
same period a year ago. Earned premiums were $1,208,216 for the three months
ended June 30, 2002 compared to $1,078,062 for the three months ended June 30,
2001. Earned premiums were $2,011,394 for the six months ended June 30, 2002
compared to $2,060,366 for the six months ended June 30, 2001.
The increase in net written premiums for the three and six months ended June 30,
2002 as compared to the three and six months ended June 30, 2001 reflect the
impact of the favorable insurance rate market. ACSTAR has experienced a
significant increase in business opportunities over the past twelve months that
meet ACSTAR's underwriting standards.
Investment income was $338,004 for the three months ended June 30, 2002 compared
to $391,304 for the same period a year ago. Investment income was $668,384 for
the six months ended June 30, 2002 compared to $779,273 for the six months ended
June 30, 2001. The investment income reflects a decrease in the effective yield
on invested assets.
Operating earnings for the ACSTAR Bonding segment were $599,538 for the three
months ended June 30, 2002 compared to $684,830 for the same period in 2001.
Operating earnings for the six months ended June 30, 2002 were $361,358 compared
to $1,149,645 for the six months ended June 30, 2001. The operating earnings for
the six months ended June 30, 2002 reflect the addition of $500,000, net of
recoveries, to loss reserves for adverse development in prior years.
Losses and loss adjustment expenses were $241,643 for the three months ended
June 30, 2002 compared to $109,916 for the same period a year ago. Losses and
loss adjustment expenses were $902,279 for the six months ended June 30, 2002
compared to $206,851 for the same period a year ago. The increase in losses and
loss adjustment expenses for the six months ended June 30, 2002 reflects the
emergence of adverse loss trends in the current year and strengthening of loss
reserves due to adverse development in prior years partially offset by one-time
salvage recovery of $1,677,851 in the current year. As a result of this
strengthening, the Company increased ACSTAR reserves by a net amount of
$500,000. Amortization of policy acquisition costs were $461,380 for the three
months ended June 30, 2002 compared to $467,471 for the same period in 2001.
Amortization of policy acquisition were $799,408 for the six months ended June
30, 2002 compared to $876,659 for the same period a year ago.
General and administrative expenses were $242,955 for the three months ended
June 30, 2002 compared to $333,245 for the same period a year ago. General and
administrative expenses were $615,338 for the six months ended June 30, 2002
compared to $741,896 for the same period a year ago. The decrease in general and
administrative expenses is due primarily to no further amortization expense
related to intangibles and a one-time rent recovery from an affiliate.
13
UNITED COASTAL LIABILITY
INSURANCE: Three Months ended June 30, Six Months ended June 30,
--------------------------- -----------------------------
2002 2001 2002 2001
---------- --------- ----------- ---------
Revenue $1,338,764 1,563,468 $ 2,576,980 3,281,977
Operating Earnings (Loss) $ 759,350 734,606 $ (503,803) 1,476,389
Revenues for the United Coastal Liability Insurance segment were $1,338,764 for
the three months ended June 30, 2002 compared to $1,563,468 for the same period
in 2001. Revenues were $2,576,980 for the six months ended June 30, 2002
compared to $3,281,977 for the six months ended June 30, 2001. Net written
premiums were $1,166,080 for the three months ended June 30, 2002 compared to
$245,691 for the three months ended June 30, 2001. Net written premiums were
$1,970,835 for the six months ended June 30, 2002 compared to $1,947,232 for the
same period a year ago. Earned premiums were $850,125 for the three months ended
June 30, 2002 compared to $830,945 for the three months ended June 30, 2001.
Earned premiums were $1,586,483 for the six months ended June 30, 2002 compared
to $1,880,621 for the six months ended June 30, 2001. The increase in net
written premiums reflects the impact of the favorable insurance rate market and
an increase in new business.
Investment income was $484,704 for the three months ended June 30, 2002 compared
to $612,118 for the same period a year ago. Investment income was $966,064 for
the six months ended June 30, 2002 compared to $1,262,009 for the six months
ended June 30, 2001. The decrease in investment income was primarily related to
a decrease in the effective yield on invested assets and a decrease in the
amount of invested assets. Net realized capital losses for the three months
ended June 30, 2002 were $691 as compared to net realized capital gains of
$116,478 for the same period a year ago. Net realized capital gains for the six
month period ended June 30, 2002 were $17,199 as compared to $134,869 for the
same period a year ago.
Operating earnings for the United Coastal Liability Insurance segment were
$759,350 for the three months ended June 30, 2002 as compared to $734,606 for
the same period in 2001. Operating losses for the six months ended June 30, 2002
were $503,803 compared to operating earnings of $1,476,389 for the six months
ended June 30, 2001. The operating loss for the six months ended June 30, 2002
is due primarily to the addition of $1,700,000 to loss reserves for adverse
development in prior years.
Losses and loss adjustment expenses were $255,037 for the three months ended
June 30, 2002 compared to $249,282 for the same period a year ago. Losses and
loss adjustment expenses were $2,175,944 for the six months ended June 30, 2002
compared to $564,185 for the same period a year ago. The increase in losses and
loss adjustment expenses for the six months ended June 30, 2002 is attributable
to the strengthening of loss reserves due to adverse development in prior years.
During the three-month period ended March 31, 2002, the Company increased United
Coastal reserves by a net amount of $1,700,000. Amortization of policy
acquisition costs were $207,094 for the three months ended June 30, 2002 as
compared to $301,833 for the same period in 2001. Amortization of policy
acquisition were $426,973 for the six months ended June 30, 2002 compared to
$642,670 for the same period a year ago. The amortization of policy acquisition
costs is impacted by the new reinsurance treaty.
General and administrative expenses were $117,283 for the three months ended
June 30, 2002 compared to $277,747 for the same period a year ago. General and
administrative expenses were $477,866 for the six months ended June 30, 2002
compared to $598,733 for the same period a year ago. The decrease in general and
administrative expenses is due primarily to a reduction in rent expense from a
one-time rent recovery from an affiliate.
ACMAT CONTRACTING: Three Months ended June 30 Six Months ended June 30,
----------------------------- -----------------------------
2002 2001 2002 2001
----------- --------- ----------- ---------
Revenue $ 7,615,271 4,528,667 13,486,948 8,239,498
Operating Earnings (Loss) $ (592,942) 176,032 (1,508,766) 552,566
Revenues for the ACMAT Contracting segment were $7,615,271 for the three months
ended June 30, 2002 compared to $4,528,667 for the same period in 2001. Revenues
were $13,486,948 for the six months ended June 30, 2002 compared to $8,239,498
for the same period a year ago. The 2002 increase in revenue reflects an
increase in contract revenues compared to 2001 due to the timing of three large
projects in 2002. Contract revenue is difficult to predict and depends greatly
on the successful securement of contracts bid.
Operating losses for the ACMAT Contracting segment were $592,942 for the three
months ended June 30, 2002 compared to operating earnings of $176,032 for the
same period a year ago. Operating losses were $1,508,766 for the six months
ended June 30, 2002 compared to operating earnings of $552,566 for the six
months ended June 30, 2001. The decrease in 2002 operating earnings compared to
2001 operating earnings is due primarily to additional remediation expenses
incurred on a construction project that significantly exceeded the original
estimate.
14
Cost of contract revenues were $6,937,171 for the three months ended June 30,
2002 compared to $3,358,804 for the same period in 2001 representing gross
profit (loss) margin of (4.6)% and 11.0%, respectively. Cost of contract
revenues were $12,611,912 for the six months ended June 30, 2002 compared to
$5,671,614 for the same period a year ago, representing gross profit (loss)
margins of (6.9)% and 11.9%, respectively. Gross margin fluctuates each year
based upon the profitability of specific projects.
General and administrative expenses were $1,271,042 for the three months ended
June 30, 2002 compared to $993,831 for the same period a year ago. General and
administrative expenses were $2,383,802 for the six months ended June 30, 2002
compared to $1,952,041 for the same period a year ago. The increase in general
and administrative expense is primarily due to a one-time return of rental
income to affiliates collected on their behalf.
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
June 30, 2002 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 24.1% and 18.8% for the three-month period
ended June 30, 2002 and 2001, respectively. The increase in losses and loss
adjustment expenses is attributable to the emergence of loss trends in the
current year. The Company's insurance subsidiaries' expense ratios under GAAP
were 50.0% and 70.3% for the three-month period ended June 30, 2002 and 2001,
respectively. The decrease in the 2002 expense ratio results primarily from the
decrease in commissions paid and one-time rental income recovered from an
affiliate. The Company's insurance subsidiaries' combined ratios under GAAP were
74.1% and 89.1% for the three-month period ended June 30, 2002 and 2001,
respectively.
The Company's insurance subsidiaries' loss ratios under generally accepted
accounting principles ("GAAP") were 85.6% and 19.6% for the six-month periods
ended June 30, 2002 and 2001, respectively. The increase in losses and loss
adjustment expenses is attributable to the strengthening of loss reserves due to
adverse development in prior years and emergence of loss trends in the current
year. During the three-month period ended March 31, 2002, the Company increased
reserves by a net amount of $2,200,000. The Company's insurance subsidiaries'
expense ratios under GAAP were 64.5% and 71.6% for the six-month period ended
June 30, 2002 and 2001, respectively. The decrease in the 2002 expense ratio
results primarily from the decrease in commissions paid. The Company's insurance
subsidiaries' combined ratios under GAAP were 150.0% and 91.2% for the six-month
period ended June 30, 2002 and 2001, respectively.
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. ACMAT has recently relied on dividends from its insurance
subsidiaries to repay debt.
The Company generated cash flow from operations of $4,054,588 and $4,059,350 for
the six-month period ended June 30, 2002 and 2001, respectively. Net cash flows
from operations in 2002 and 2001 resulted primarily from life insurance proceeds
and collateral, respectively. 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.
15
Net cash used for investing activities in the first six-months of 2002 amounted
to $2,359,730 compared to net cash provided by investing activities of
$3,529,837 for the same period in 2001. 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 Company is in compliance with all covenants at June 30,
2002.
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 June 30, 2002.
During the six-month period ended June 30, 2002, the Company purchased, in the
open market and privately negotiated transactions, 4,234 shares of its Common
Stock at an average price of $19.00 per share. During the six-month period ended
June 30, 2002, the Company also purchased, in the open market and privately
negotiated transactions, 9,500 shares of its Class A Stock at an average price
of $9.78 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 their domestic
State insurance departments, are limited to approximately $5,930,000 in 2002.
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 June 30, 2002 was above the level which might require
regulatory action.
CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS:
Contractual obligations at June 30, 2002 include the following:
Payment due by Period Total 2002 2003/2004 2005/2006 After 2006
----- ---- --------- --------- ----------
Long-Term Debt (principal) $22,559,982 $848,877 $3,780,440 $3,757,961 $14,172,704
The Company also has cash collateral of $16,405,244 at June 30, 2002, which it
would be required to return at the end of expiration of applicable bond period
subject to any claims.
16
Part II - Other Information
Item 4. - Submission of Matters to a Vote of Security Holders
a. The Annual Meeting of Stockholders of ACMAT Corporation was held on
Thursday, June 20, 2002.
b. Directors elected at the meeting:
Votes Votes Brokers
For Against Non-Votes
Henry Nozko III 640,521 45,146
Henry Nozko, Jr. 651,871 33,796
Victoria Nozko 681,221 4,446
John Creasy 681,241 4,426
Arthur Moore 669,917 15,750
Alfred T. Zlotopolski 681,241 4,426
c. Other matters voted upon:
Brokers
For Against Abstain Non-Votes
1. Appointment of
Independent Auditors 681,937 4,430
Item 5 - Other Information
Effective July 31, 2002, Alfred T. Zlotopolski, a director since 1999 has
resigned as director of the Company. This coincides with his retirement
from the Sheet Metal Workers' International Association.
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits:
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
b. Report on Form 8-K - None
17
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: August 14, 2002 /S/ Henry W. Nozko, Jr.
-----------------------
Henry W. Nozko, Jr., President, Chairman,
Chief Operating Officer, and Treasurer
Date: August 14, 2002 /S/ Michael P. Cifone
----------------------
Michael P. Cifone, Senior Vice President,
Chief Financial Officer
(Principal Financial & Accounting Officer)
18