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SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
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
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(Exact name of registrant as specified in its charter)
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) (Zip Code)
Registrant's telephone number, including area code
(860) 229-9000
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Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, without par value
Class A Stock, without par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) or 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 such filing
requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the Common Stock and Class A Stock held by
non-affiliates of the registrant was $20,536,236 as of the Registrant's most
recently completed second fiscal quarter.
As of March 1, 2004 there were 546,355 shares of the registrant's Common Stock
and 1,741,704 shares of registrant's Class A Stock, each without par value,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III - Portions of the Registrant's definitive proxy statement to be issued
in conjunction with the Registrant's annual meeting of stockholders to be held
on June 24, 2004.
PART I
Item 1. Business 3
Item 2. Properties 16
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder matters 17
Item 6. Selected Financial Data 17
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17
Item 7A. Quantatative and Qualitative Discussions about Market Risk 27
Item 8. Financial Statements and Supplementary Data 29
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 58
Item 9A. Controls and Procedures 58
PART III
Item 10. Directors and Executive Officers of the Registrant 58
Item 11. Executive Compensation 60
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 62
Matters
Item 13. Certain Relationships and Related Transactions 63
Item 14. Principal Accountant Fees and Services 63
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 63
PART I
ITEM 1. BUSINESS
General
ACMAT Corporation ("ACMAT" or the "Company") provides specialized commercial
insurance and bonding coverage for contractors, architects, engineers and other
professionals in the construction and environmental fields and other specialty
insurance such as products liability. The Company derives its underwriting
expertise from its construction operations. Through United Coastal Insurance
Company ("United Coastal"), the Company provides a broad line of specialty
general liability and products liability insurance, professional liability
insurance to architects, engineers and other professions and environmental
liability insurance to specialty trade and environmental contractors, property
owners, storage and treatment facilities and allied professionals. Through
ACSTAR Insurance Company ("ACSTAR Insurance"), the Company provides surety bonds
for general building, specialty trade and environmental contractors and all
forms of commercial surety. Both United Coastal Insurance and ACSTAR Insurance
are rated A- (excellent) by A.M. Best Co., Inc. ("A.M. Best").
The Company is also engaged in construction contracting which consists of
general building construction for new buildings and interior contracting
services of building interiors for commercial, industrial and institutional
buildings.
Financial Information about Operating Segments
Financial information relating to the three business segments is set forth in
Note 16 to the consolidated financial statements included in this document.
The Company has three reportable operating segments: United Coastal Liability
Insurance, ACSTAR Bonding 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.
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-seven 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 provides
specialty general, environmental and professional liability insurance primarily
to general contractors, specialty trade and environmental contractors, property
owners, storage and treatment facilities and allied professionals. United
Coastal also offers products liability policies to manufacturers. In addition,
the company offers professional liability coverage to architects, consultants
and engineers.
The Bonding operating segment provides, primarily through ACSTAR, surety bonds
written for general building, specialty trade, environmental contractors and
others. 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 well as third parties.
UNITED COASTAL LIABILITY INSURANCE
The liability insurance lines of the Company are discussed more fully below:
Contractors
- - General Liability - Policies are offered to general contractors and
specialty trade contractors involved in plumbing, heating, electrical,
framing, roofing, drilling, excavation, demolition, road work, and
other contracting activities. Coverage is also offered for other
specialized non-contractor general liability risks. Coverage is limited
to third-party bodily injury and property damage arising out of covered
operations. General liability insurance is offered on either a
claims-made or occurrence basis.
- - Contractor Pollution Liability - Policies are offered to contractors
involved in hazardous waste remediation or cleanup, installation or
removal of storage tanks, or the transportation of hazardous waste.
Coverage is provided for third party-bodily injury or property damage
liability caused by release of, or exposure to,
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pollutants as a result of contractors' operations. Contractor pollution
liability insurance is offered on a claims-made basis.
- - Asbestos and Lead Abatement Liability - Policies are offered to
contractors involved in the removal or encapsulation of asbestos and/or
lead containing materials from structures or their containment through
appropriate encapsulation or repair. Coverage is provided for
third-party bodily injury and property damage liability as a result of
a release of asbestos or lead which arises out of the contractors'
operations. Asbestos and lead abatement liability insurance is provided
primarily on a claims-made basis.
Professionals
- - Architects and Engineers Professional Liability - Policies are offered
to architects and engineers and consultants in the fields of
architecture; civil, electrical, mechanical, structural and process
engineering; construction/property management; design/build services;
laboratory testing and surveying. Project professional liability
policies are also offered for architect and engineer design teams and
owner controlled wrap-ups. All policies are written on a claims-made
basis.
- - Environmental Asbestos and/or Lead Consultants Professional Liability -
Policies are offered to consultants involved in providing services such
as environmental assessments, design/build services, asbestos or lead
consulting, remedial investigations and feasibility studies, and
storage tank consulting. Coverage is provided for liability arising out
of the acts, errors or omissions of a consultant in the performance of
professional services. All professional liability coverages are written
on a claims-made basis.
Owners and Lenders
- - Hazardous Waste Storage and Treatment Pollution Liability - Policies
are offered on a claims-made basis in response to the insurance
requirements of the Environmental Protection Agency in connection with
facilities subject to the Resource Conservation and Recovery Act of
1976 ("RCRA").
- - Site Specific Pollution Liability - These policies cover pollution
claims arising or emanating from a specific site and are provided on a
claims-made basis. Comprehensive site evaluations are required prior to
providing coverage for any site.
- - Lenders Pollution Liability - Policies are offered to financial
institutions for pollution occurring at property owned or controlled by
the institution as a result of foreclosure or otherwise. Lender
pollution liability coverage is offered on a claims-made basis.
Products Liability
- - Products Liability - Policies are offered on a claims-made or
occurrence basis to manufacturers for a variety of products including
chemicals, fertilizers, pesticides, pollution control devices, storage
tanks and other.
4
The Company customizes many of its insurance policies to suit the individual
needs of its insureds. One limit insuring multiple exposures under one policy
form and limit are offered.
The combined ratio is a traditional measure of underwriting profitability. When
the combined ratio is under 100%, underwriting results are generally considered
profitable. Conversely, when the combined ratio is over 100%, underwriting
results are considered unprofitable. The combined ratio does not reflect
investment income, federal income taxes or other non-operating income or
expense.
The following table sets forth the combined ratios of United Coastal Liability
Insurance, prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP") and statutory accounting principles
prescribed or permitted by state insurance authorities.
Year
Ended December 31,
------------------------
2003 2002 2001
---- ---- ----
GAAP Ratios:
Loss ratio 53.2% 77.6% 30.0%
Expense ratio 47.1 56.3 64.2
----- ----- -----
GAAP combined ratio 100.3 133.9 94.2
===== ===== =====
Statutory Ratios:
Loss ratio 53.2 77.6 30.0
Expense ratio 42.8 56.8 73.5
----- ----- -----
Statutory combined ratio 96.0% 134.4% 103.5%
===== ===== =====
The improvement in the combined ratios for 2003 are the result of improved loss
experience and an increase in written and earned premium. The increase in the
2002 combined ratios over the 2001 results primarily from two large losses
reported in 2002 of $1.7 million. See Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
ACSTAR Bonding
Surety bonds are written for general, specialty trade, environmental, asbestos
and lead abatement contractors. The Company also offers a wide variety of
miscellaneous bonds. Most bonds are supported by various levels of collateral
based upon the financial condition of the customer.
The Company often requires cash or irrevocable letters of credit to
collateralize a portion of most bonds issued. In addition, the Company will only
accept irrevocable letters of credit from financial institutions which have a
rating of C "sound credit risk" or higher as determined by Fitch Ratings.
However, no assurance can be made that such financial institutions will maintain
their financial strength and, thus, that funds guaranteed under letters of
credit will be available, if needed, to offset any potential claims.
The Company provides the following types of bonds:
- - Payment and performance bonds - Bonds are provided for general building
and specialty trade contractors, environmental remediation and asbestos
abatement contractors and consultants, lead abatement contractors and
solid waste disposal contractors. A payment and performance bond
guarantees satisfactory performance and completion of the contractor's
work and payment of the contractor's debts and obligations relating to
the performance of the contract covered by the bond.
- - Closure and post-closure bonds - Bonds are provided for owners of solid
and hazardous waste landfills as required to meet certain requirements
under RCRA and remediation bonds in connection with the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA"). Closure bonds usually guarantee that a property owner will
restore property to a specified level or condition. Post-closure bonds
guarantee cultivation and maintenance of a closed site.
- - Supply and other specialty bonds - Bonds are provided for contractors,
manufacturers and other owners in their normal course of operations,
usually to guaranty the supply of equipment and material.
- - Miscellaneous surety, license, permit, self insurer, supersedeas and
other bonds - Miscellaneous bonds are provided for applicants based on
those requirements specified in the bond form and the applicant's
financial strength.
5
The underwriting department and management are responsible for the development
of new insurance products and enhancements. Underwriting profitability is
enhanced by the creation of niche products focused on classes of business which
traditionally have provided underwriting profits.
The following table sets forth the combined ratios of ACSTAR Bonding, prepared
in accordance with accounting principles generally accepted in the United States
of America ("GAAP") and statutory accounting principles prescribed or permitted
by state insurance authorities.
Year
Ended December 31,
------------------------
2003 2002 2001
---- ---- ----
GAAP Ratios:
Loss ratio 29.9% 32.5% 10.6%
Expense ratio 49.7 71.1 74.4
---- ----- ----
GAAP combined ratio 79.6 103.6 85.0
==== ===== ====
Statutory Ratios:
Loss ratio 29.9 32.5 10.6
Expense ratio 46.3 67.2 80.7
---- ----- ----
Statutory combined ratio 76.2% 99.7% 91.3%
==== ===== ====
The improvement in the combined ratios for 2003 are the result of improved loss
experience and an increase in written and earned premium. The increase in the
2002 combined ratios over the 2001 results primarily from a large loss reported
in 2002 of $0.5 million. See Item 7 "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Underwriting
The Company's underwriting practices rely heavily upon the knowledge base which
it has developed in over fifty years of construction contracting. Accordingly,
ACMAT, in addition to its construction contracting operations, provides risk
evaluation, loss adjustment, underwriting, claims handling, funds administration
and monitoring services for its insurance subsidiaries, United Coastal Insurance
and ACSTAR Insurance. Contractors seeking liability insurance and bonding
through the Company are carefully reviewed with respect to their past practices,
claims history and records. Other factors considered are the contractors' and
professionals' financial conditions, training techniques, safety procedures,
histories of violations, record keeping, supervisory qualifications and
experience.
Underwriting procedures for products liability insurance involve conducting an
in-depth review of the product that is being manufactured or distributed. Such
review involves examining an applicant's past record of recalls, claims history
and litigation.
The Company's underwriting and pricing strategy is designed to produce an
underwriting profit resulting in a Company-wide combined ratio below 100% for
Statutory and GAAP. This has been achieved in two of the past three years.
The Company continually monitors financial stability of contractors with surety
bonds outstanding. Work in progress reports and updated financial information
are reviewed periodically by the Company to ensure that the contractor continues
to meet the underwriting guidelines. The Company also sends out status reports
to the Obligees to monitor progress of the projects.
Reinsurance
In the normal course of business, the Company assumes and cedes reinsurance with
other companies. Reinsurance ceded primarily represents excess of loss
reinsurance with companies with "A" ratings from the insurance rating
organization, A.M. Best. Reinsurance ceded also includes facultative reinsurance
which is applicable to excess policies written over a primary policy issued by
the Company for specific projects. Reinsurance is ceded to limit losses from
large exposures and to permit recovery of a portion of direct losses; however,
such a transfer does not relieve the originating insurer of its liability.
Effective November 1, 2002 through April 30, 2004, the Company cedes 80% of its
exposure in excess of $1,000,000 up to $5,000,000 on a per principal/insured
basis. Prior to October 31, 2002, reinsurance was applicable on a per
principal/insured basis for 100% of the losses in excess of $1,000,000 up to
$8,000,000. From May 1, 2000 to April 30, 2002, the Company also reinsured
surety losses on a per principal basis for losses in excess of $8,000,000 up to
$13,000,000.
6
The availability and price of reinsurance fluctuates according to market
conditions. The renewal of the reinsurance treaty in 2002 was arranged at a
moderate price increase and involved the Company's participation. Depending on
the availability and cost of reinsurance, the Company may, from time to time,
elect to cede greater or lesser portions of its underwriting risk. The
reinsurance treaty is effective through April 30, 2004.
Claims
The Company directly handles substantially all claims of its insureds, except
that independent claims adjusters and/or counsel, selected for their experience
and reputation in the locality of the claim, are retained to conduct initial
fact-finding investigations. All decisions respecting payment of claims are made
by experienced employees of the Company.
Reserves for Losses and Loss Adjustment Expenses
Reserves for losses and loss adjustment expenses are estimates at any given
point in time of what the Company may have to ultimately pay on incurred losses,
including related settlement costs, based on facts and circumstances then known.
The Company also reviews its claims reporting patterns, past loss experience,
risk factors and current trends and considers their effect in the determination
of estimates of incurred but not reported losses. 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 contractor
and its indemnitors. Management believes that the reserves for losses and loss
adjustment expenses at December 31, 2003 are adequate to cover the unpaid
portion of the ultimate net cost of losses incurred through that date and
related adjustment expenses incurred, including losses incurred but not
reported. The Company also has the reserves evaluated independently by a
qualified actuary.
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.
In determining appropriate adjustments to reserves 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
and collateral. Reserves are monitored and recomputed periodically using new
information on reported claims.
7
The following table sets forth a reconciliation of beginning and ending reserves
for losses and loss adjustment expenses for the periods indicated on a GAAP
basis for the business of the Company.
2003 2002 2001
---- ---- ----
Balance at January 1 $25,642,865 $22,585,626 $29,310,606
Less reinsurance recoverable 8,383,894 2,772,668 2,580,388
----------- ----------- -----------
Net balance at January 1 17,258,971 19,812,958 26,730,218
Incurred related to:
Current year 4,283,000 4,363,000 4,144,000
Prior years 710,991 (291,601) (2,607,978)
----------- ----------- -----------
Total incurred 4,993,991 4,071,399 1,536,022
Payments related to:
Current year 40,000 625,000 1,723,000
Prior years 5,740,616 6,000,386 6,730,282
----------- ----------- -----------
Total Payments 5,780,616 6,625,386 8,453,282
Net balance at December 31 16,472,346 17,258,971 19,812,958
Plus reinsurance recoverable 4,376,220 8,383,894 2,772,668
----------- ----------- -----------
Balance at December 31 $20,848,566 $25,642,865 $22,585,626
=========== =========== ===========
The decrease in net loss and loss adjustment expense reserves in 2003 from 2002
and 2001 was primarily due to payments on surety and general liability policies
for prior years net of subrogation and ceded recoveries partially offset by
unfavorable development in prior accident years. Loss and loss adjustment
expenses incurred primarily reflects two large losses of approximately $2.2
million in 2002. The increase in reinsurance recoverable in 2002 from 2001 is
primarily due to one liability claim, which exceeded the limits retained by the
Company. The claim was partially paid to the Company in 2003.
While management continually evaluates the potential for changes in loss
estimates, due to the uncertainty inherent in the liability and surety business,
the emergence of net favorable development may or may not occur. Management
believes that the reserves for losses and loss adjustment expense are adequate
to cover the unpaid portion of the ultimate net cost of losses and loss
adjustment expenses, including losses incurred but not reported.
The Company has no exposure to any asbestos or environmental claims associated
with general liability policies issued with the pre-1986 pollution exclusion.
Policies written without the exclusion are typically associated with mass tort
environmental and asbestos claims. The Company has never issued a policy with
the pre-1986 pollution exclusion. The Company's exposure to asbestos and
environmental liability claims is primarily limited to asbestos and
environmental liability insurance for contractors and consultants involved in
the remediation, removal, storage, treatment and/or disposal of environmental
and asbestos hazards.
As of December 31, 2003, 2002 and 2001 reserves for the combined losses and loss
adjustment expenses of the Company's insurance operations as determined in
accordance with accounting principles and practices prescribed or permitted by
insurance regulatory authorities ("Statutory basis reserves") were $16,472,346,
$17,258,971 and $19,812,958, respectively. As of December 31, 2003, 2002 and
2001 reserves determined in accordance with GAAP were $20,848,566, $25,642,865
and $22,585,626, respectively. The difference between the Statutory basis
reserves and the GAAP basis reserves is the netting of reinsurance recoverable
against losses and loss adjustment expense reserves for statutory purposes.
8
The following losses and loss adjustment expense reserve runoff table is for the
combined insurance operations of the Company's insurance subsidiaries. Each
column shows the reserve held at the indicated calendar year-end and cumulative
data on payments and re-estimated liabilities for that accident year and all
prior accident years making up that calendar year-end reserve. Therefore, the
redundancy (deficiency) is also a cumulative number for that year and all prior
years. It would not be appropriate to use this cumulative history to project
future performance.
1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003
------ ---- ------ ---- ---- ---- ---- ---- ---- ---- ----
(thousands)
Net liability for unpaid losses
and loss adjustment expenses 30,437 36,726 41,363 44,119 45,423 40,891 34,620 26,730 19,813 17,259 16,472
Liability re-estimated as of:
One year later 30,437 35,825 40,193 43,282 43,106 37,816 33,503 26,735 19,487 18,083
Two years later 28,337 34,659 37,872 40,865 35,698 36,741 27,656 22,744 20,260
Three years later 27,170 29,913 35,354 33,359 33,735 31,108 24,781 22,469
Four years later 23,550 27,193 28,149 30,999 27,004 28,669 23,586
Five years later 20,880 19,486 25,057 25,663 24,951 27,559
Six years later 13,673 16,254 21,499 23,315 24,128
Seven years later 11,915 14,125 19,351 22,713
Eight years later 10,819 11,968 18,849
Nine years later 8,762 11,694
Ten years later 8,807
Gross cumulative Redundancy
(deficiency): 21,630 25,032 22,514 21,408 21,295 13,334 11,042 4,266 (448) (824)
Paid (cumulative) as of:
One year later 1,560 2,361 3,067 2,942 6,703 7,903 8,610 6,663 1,202 1,281
Two years later 3,655 4,582 5,256 8,951 13,928 14,843 13,766 9,651 2,819
Three years later 5,022 6,412 8,922 16,047 16,655 19,920 13,888 10,422
Four years later 6,189 7,969 15,601 18,597 20,208 22,302 13,966
Five years later 6,869 12,425 17,564 21,791 22,041 21,654
Six years later 9,723 13,094 19,885 22,550 22,316
Seven years later 10,296 13,902 20,180 22,687
Eight years later 11,058 13,796 20,295
Nine years later 9,529 13,849
Ten years later 9,554
Gross liability - end of year 34,730 40,955 45,235 47,960 48,901 43,115 38,544 29,311 22,586 25,643 20,848
Reinsurance recoverable 4,293 4,229 3,872 3,841 3,478 2,224 3,924 2,581 2,773 8,384 4,376
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net liability - end of year 30,437 36,726 41,363 44,119 45,423 40,891 34,620 26,730 19,813 17,259 16,472
In 1995, the Company changed its method of reporting estimated liabilities for
claims-made policies which is reflected in the reserve run-off table. For
calendar years 1994 and prior, reserves associated with claims-made policies
were reported based on accident year basis consistent with the Company's
treatment in Schedule P to the Company's Statutory Annual Statement. At the
request of the Arizona Insurance Department, ("Department") the Company was
required to change its method of reporting in Schedule P to the Annual
Statement, reserve and payment data associated with claims-made policies to a
report year basis versus an accident year basis in order to comply with the
National Association of Insurance Commissioners ("NAIC") guidelines. The
Company's prior treatment of claims-made loss data on an accident basis was
approved by the Department during years prior to 1995. For its 1995 statutory
filing, the Company restated loss data reported in Schedule P to comply with the
Department's request. As a result of the change to Schedule P for claims-made
policies, the Company has also changed the method for reporting claims-made loss
payment data in the reserve run-off table to conform to a report year basis for
claims-made policies. Occurrence policies were and continue to be reported on an
accident year basis. The 1995 re-estimated liabilities for each calendar year
have been restated to reflect the new method of reporting.
Because of the change in reporting loss data for claims-made policies from an
accident year basis to a report year basis, prior accident year reserves have
been moved forward to fall within the report year resulting in no change to
total reserve amounts or estimates. Management believes that the aggregate
reserves for losses and loss adjustment expenses for all accident years are
adequate.
IRIS Ratios
The National Association of Insurance Commissioners ("NAIC") has developed the
Insurance Regulatory Information System ("IRIS"), intended to assist state
insurance departments in executing their statutory mandates to oversee the
financial condition of insurance companies operating in their respective states.
IRIS identifies twelve industry ratios and specifies "usual values" for each
ratio. When an insurance company's ratio falls outside the "usual value," it is
designated an "unusual value," which event alerts state insurance departments to
potential problems. For the year ended December 31, 2003, ACSTAR, had two IRIS
ratios designated as an "unusual value" and United Coastal had three IRIS ratios
designated as an "unusual value".
ACSTAR's investment yield ratio of 2.6% was below the minimum yield ratio of
4.5% primarily because of ACSTAR's 34% ownership of United Coastal which was not
a significant income producer in 2003. ACSTAR's change in net writings increased
76% which exceeded the "usual value" of 33%. The increase in net writings is due
to growth in new
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business and strong customer retention. In addition, both gross and net written
premiums to policyholders surplus is below the "unusual" levels.
United Coastal's investment yield ratio of 3.8% was below the minimum yield
ratio of 4.5% primarily because of the lower interest rate environment and the
short duration of the investment portfolio in 2003. United Coastal's change in
net writings increased 77% which exceeded the "usual value" increase of 33%. The
increase in net writings is due to significant rate increases on new and renewal
business and strong customer retention. The estimated current reserve deficiency
to policyholders surplus was 46% which was in excess of the usual value of 25%.
This ratio relies on indicated ratios of reserve need to earned premium for
prior years to estimate current reserve need. This ratio does not provide
appropriate results because the growth in earned premium is due to increases in
premium per policy rather than exposure increase.
A.M. Best Ratings
A.M. Best ratings are indications of the solvency of an insurer based on an
analysis of the financial condition and operations of a company relative to the
industry in general. Occasionally, the requirement for an A.M. Best's-rated
insurer is a condition imposed upon the contractor by the party engaging the
contractor. Certain insurance brokers also restrict the business they will place
with insurers which are not A.M. Best's-rated. The 2003 Best letter ratings
range from A++ (superior) to F (in liquidation). United Coastal Insurance and
ACSTAR Insurance each have an A.M. Best's rating of A- (excellent).
The Company's insurance operations could be negatively impacted by a downgrade
in the Company's rating. If this were to occur, there could be a reduced demand
for certain products in certain markets.
Risk-Based Capital
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 December 31, 2003 was above the level which might require
regulatory action.
Terrorism Risk Insurance Act of 2002
On November 26, 2002, the Terrorism Risk Insurance ACT of 2002 (the Terrorism
Act) was enacted into Federal law and established a temporary Federal program in
the Department of the Treasury that provides for a system of shared public and
private compensation for insured losses resulting from acts of terrorism
committed by or on behalf of a foreign interest. In order for a loss to be
covered under the Terrorism ACT (i.e., subject losses), the loss must be the
result of an event that is certified as an act of terrorism by the U.S.
Secretary of Treasury; with the exception of workers' compensation claim
payments, losses arising as a result of a war declared by Congress are not
covered by the Terrorism Act. The Terrorism Insurance Program (the Program)
generally requires that all commercial property casualty insurers licensed in
the U.S. participate in the Program. The Program became effective upon enactment
and terminates on December 31, 2005. The amount of compensation paid to
participating insurers under the Program is 90% of subject losses, after an
insurer deductible, subject to an annual cap. The deductible under the Program
is 7% for 2003, 10% for 2004 and 15% for 2005. In each case, the deductible
percentage is applied to the insurer's direct earned premiums from the calendar
year immediately preceding the applicable year. The Program also contains an
annual cap that limits the amount of subject losses to $100 billion aggregate
per program year. Once subject losses have reached the $100 billion aggregate
during a program year, there is no additional reimbursement from the U.S.
Treasury and an insurer that has met its deductible for the program year is not
liable for any losses (or portion thereof) that exceed the $100 billion cap.
ACMAT CONTRACTING
General
The Company provides a broad range of general building construction and
coordinated interior contracting services. The Company began to offer asbestos
abatement services in the 1970's and the Company continues to be active in the
asbestos abatement field. The Company provides new and renovation general
construction and installs interiors for office buildings, retail establishments,
schools, colleges, churches, hospitals and other buildings. The Company's
general building construction and interior contracting is provided both in
connection with new buildings and in connection with the remodeling and
renovation of interiors of existing buildings usually under contracts with
building owners and building occupants. The Company provides a broad range of
coordinated interior contracting services, many of which are performed by
subcontractors
10
Backlog
The following table sets forth the Company's backlog of unbilled contract
amounts representing the estimated sales value of work to be performed under
contract, the total number of contracts and the number of contracts with
unbilled amounts in excess of $400,000 as of December 31, 2003 and 2002:
December 31, 2003 December 31, 2002
----------------- -----------------
Total Number of Contracts. 7 3
Total unbilled contract amounts. $9,680,000 $ 620,000
Number of contracts with unbilled amounts in excess of
$400,000. 4 1
Aggregate unbilled amount of contracts in excess of $400,000. $9,540,000 $ 430,000
The Company estimates that most of the December 31, 2003 backlog will be
completed prior to December 31, 2004.
Materials
The Company purchases the materials it installs in the course of its
construction contracting operations from a number of suppliers. Most of the
Company's materials are standard building components which historically have
been readily available from several suppliers. Some components are manufactured
to the Company's specifications. Most of the materials used by the Company are
shipped directly to the job site by the manufacturer.
Contract Acquisition
The Company's work projects are obtained by lump sum fixed price bids, unit
prices or are negotiated. Contract prices are usually determined by competition
with other contractors.
Warranty
Each project usually contains a one-year warranty or guaranty period, wherein
the Company and its subcontractors warrant that the work is free from defects
and was performed in accordance with the plans and specifications. Occasionally,
the Company is required to make minor corrections or adjustments, but has not
incurred any significant costs in connection with any such work.
Asbestos Abatement Operations
Both the Company's insurance and construction contracting operations have
involved risks associated with asbestos. The Company has in the past insured,
and continues to insure, risks associated with asbestos abatement or containment
operations on primarily a claims-made basis. Since harm from exposure to
asbestos fibers may not be detectable in humans for as much as thirty years,
losses under insurance contracts written on an occurrence basis may not be known
for some time.
The Company's construction contracting operations may involve the removal of
asbestos. As asbestos containing materials deteriorate or become disturbed by
incidental or intentional contact, asbestos fibers may enter the air and can
circulate into the breathing zone of building occupants. Exposure to asbestos
may be a cause of cancer. In the mid 1970's, the Company became engaged in the
removal of asbestos in addition to its other contracting operations. Since that
time, it has been engaged in hundreds of contracts involving the removal of
asbestos. Claims by employees and non-employees related to asbestos have been
made against the Company from time to time and are pending and there can be no
assurance that additional claims will not be made in the future. The Company
does not believe that any significant exposure exists relating to these claims.
The Company believes that it is fully covered by workers' compensation insurance
with respect to any claims by current and former employees relating to asbestos
operations. The Company currently obtains its workers' compensation insurance in
those states in which it performs work either from state insurance funds or one
of several insurance companies designated in accordance with the Assigned Risk
Pool. The amount of workers' compensation insurance maintained varies from state
to state but is generally greater than the maximum recovery limits established
by law and is not subject to any aggregate policy limits. In the past, the
Company has received a number of asbestos-related claims from employees, all of
which have been fully covered by its workers' compensation insurance. The
Company believes that it is sufficiently insured with respect to all future
claims.
11
MARKETING
Insurance and Bonding
As an excess and surplus lines carrier, United Coastal Insurance markets its
policies through excess and surplus lines brokers only in those states in which
it is permitted to write coverage. Currently, United Coastal Insurance is
permitted to write excess and surplus lines insurance as an approved
non-admitted insurer in forty-seven states, the District of Columbia, Puerto
Rico and the Virgin Islands.
ACSTAR Insurance offers payment and performance bonds through insurance agents
which specialize in the needs of contractors. All underwriting approvals and
issuance of policies and bonds are performed directly by the Company's insurance
subsidiaries.
The Company's insurance and bonding products are marketed in all 50 states, the
District of Columbia, Puerto Rico and the Virgin Islands.
ACMAT Contracting
The Company markets its construction contracting services directly to building
owners and building occupants. Project opportunities are brought to the
attention of the Company through various sources such as F. W. Dodge Company,
which publishes lists of projects available for bid, architects, owners, general
contractors, or engineers who are familiar with the Company. The Company also
depends upon repeat business and responses to the Company's advertising program.
ACMAT's sales force consists of its senior management and project managers, all
of whom function as construction consultants and work closely with owners,
tenants and architects.
COMPETITION
Insurance and Bonding
The property and casualty insurance industry is highly competitive. The Company
competes with large national and smaller regional insurers in each state in
which it operates, as well as monoline specialty insurers. The Company's
principal competitors include certain insurance subsidiaries of American
International Group, Inc. ("AIG"), Zurich Insurance Group, Admiral Insurance
Company, CNA Insurance Companies, Gulf Insurance Company and Lloyd's of London.
Many of its competitors are larger and have greater financial resources than the
Company. Among other things, competition may take the form of lower prices,
broader coverage, greater product flexibility, higher quality services or the
insurer's rating by independent rating agencies. The Company competes with
admitted insurers, surplus line insurers, new forms of insurance organizations
such as risk retention groups, and alternative self-insurance mechanisms.
Competition in the field of surety bonding is intense and many of the Company's
competitors are larger and have greater surplus than the Company, thereby
allowing them to provide bonds with higher limits than those which the Company
is able to provide. The Company's principal competitors include the St. Paul
Companies, Inc., Gulf Insurance Company and CNA. The Company's insurance
subsidiaries hold primary and reinsurance certificates of authority as
acceptable sureties on Federal bonds as do approximately 250 to 300 other surety
companies. The certificates give the Company an advantage over companies which
are not certified by the United States Treasury Department with respect to
surety bonding on Federal projects in that such certification has become a
standard with respect to both Federal and other bonds. Approximately one-half of
the surety bonds written by the Company's subsidiaries are required to be
provided by a Treasury listed company. With respect to other bonds, the Company
faces competition from as many as 1,000 additional non-certified surety
companies.
ACMAT Contracting
Competition in the interior construction business serviced by ACMAT generally is
intense. A majority of the Company's construction business is performed on
projects on which the Company had been in competition with other contractors.
The Company also focuses efforts on privately negotiated contracts obtained
through advertising and its reputation. Quality of service and pricing are the
Company's principal methods of competition.
The economic climate of the Northeast has increased the competitive pressure on
all aspects of the Company's contracting operations. The Company has responded
with marketing efforts seeking to obtain business when the Company's reputation
and experience allow it to privately negotiate contracts at prices which are
sufficiently profitable.
12
REGULATION
The business of ACMAT's insurance subsidiaries is subject to comprehensive and
detailed regulation and supervision throughout the United States. The laws of
the various jurisdictions establish supervisory agencies with broad
administrative authority which includes, but is not limited to, the power to
regulate licenses, to transact business, trade practices, agent licensing,
policy forms, claim practices, underwriting practices, reserve requirements, the
form and content of required financial statements and the type and amounts of
investments permitted. The insurance companies are required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
they do business, and their operations and accounts are subject to examination
by such agencies at regular intervals.
As an approved non-admitted excess and surplus lines insurer, United Coastal
Insurance is not subject to the comparatively more extensive state regulations
to which ACSTAR Insurance is subject. The regulations and restrictions to which
ACSTAR Insurance and United Coastal Insurance are subject include provisions
intended to assure the solvency of ACSTAR Insurance and United Coastal Insurance
and are primarily for the protection of policyholders and loss claimants rather
than for the benefit of investors.
State insurance regulations impose certain restrictions upon the types of
investments that the Company's insurance subsidiaries can acquire and the
percentage of their capital or assets that may be placed in any particular
investment or type of investment. Certain states also require insurance
companies to furnish evidence of financial security by means of a deposit of
marketable securities with the state insurance regulatory authority. On December
31, 2003, the Company's insurance subsidiaries had securities with an aggregate
fair value of approximately $10.5 million on deposit with various state
regulatory authorities.
The insurance subsidiaries of ACMAT are restricted as to the amount of cash
dividends they may pay. During 2003, United Coastal Insurance paid $1,500,000 in
dividends which was below the level that requires prior approval by the Arizona
Insurance Department. At January 1, 2004, approximately $1,272,000 is available
for the payment of dividends by United Coastal Insurance in 2004 without the
prior approval of the Arizona Insurance Department.
Under applicable insurance regulations in its domicile state of Illinois, ACSTAR
Insurance is also restricted as to the amount of dividends it may pay. ACSTAR
may pay or declare a dividend only up to the amount of any available surplus
funds derived from realized net profits on its business, as determined in
accordance with statutory accounting principles. During 2003, ACSTAR paid
$2,000,000 in dividends to ACSTAR Holdings which is below the level that
requires prior approval by the Illinois Insurance Department. At January 1,
2004, approximately $2,643,000 is available for the payment of dividends by
ACSTAR Insurance in 2004 without the prior approval of the Illinois Insurance
Department.
INVESTMENTS
The Company's investment strategy is to maintain an investment policy focusing
on acquiring high quality securities, primarily bonds, with fixed effective
maturities of less than ten years. The investment portfolio is diversified and
is in compliance with regulatory requirements. The Company's bond portfolio is
composed primarily of investments rated AA or better by Standard and Poor's.
The Company's investment portfolio is subject to several risks including
interest rate and reinvestment risk. Fixed maturity security values generally
fluctuate inversely with movements in interest rates. The Company's corporate
and municipal bond investments may contain call and sinking fund features which
may result in early redemptions and the Company's mortgage-backed securities
investments held by the Company are subject to prepayment risk. Declines in
interest rates could cause early redemptions or prepayments which would require
the Company to reinvest at lower rates.
Investment securities are classified as held to maturity, available for sale or
trading. The Company currently classifies all investment securities as available
for sale. Investment securities available for sale are carried at fair value and
unrealized gains and losses are included in other comprehensive income, net of
estimated income taxes.
13
The Company historically invested in tax-exempt securities as part of its
strategy to maximize after-tax income. As a result of the alternative minimum
tax carryforward of approximately $2.1 million at December 31, 2003, the Company
has minimized its investment in tax-exempt securities and will continue this
trend for the foreseeable future. The following table summarizes the fair value
investments portfolio at December 31, 2003 and 2002 (dollars in thousands):
December 31,
------------
2003 2002
--------------------------- ---------------------------
Percent Percent
Of Of
Amount Total Amount Total
------ ----- ------ -----
Fixed maturities available for sale (1):
U.S. government and government
Agencies and authorities $16,146 25.0% $14,554 20.8%
State and political subdivisions 547 .8 7,383 10.6
Industrial and Miscellaneous 7,712 11.9 2,833 4.1
Mortgage-backed securities 28,950 44.8 36,149 51.8
------- ----- ------- -----
Total fixed maturities available for sale 53,355 82.5 60,919 87.3
Equity securities(2) 10,542 16.3 6,697 9.6
Short-term investments (3) 761 1.2 2,133 3.1
------- ----- ------- -----
Total investments $64,658 100.0% $69,749 100.0%
======= ===== ======= =====
(1) Fixed maturities available for sale are carried at fair value.
Total cost of fixed maturities was $53,057,097 at December 31,
2003 and $59,872,707 at December 31, 2002.
(2) Equity securities are carried at fair value. Total cost of
equity securities was approximately $10,240,559 at December
31, 2003 and $6,700,559 at December 31, 2002.
(3) Short-term investments, consisting primarily of money market
instruments maturing within one year are carried at cost
which, along with accrued interest, approximates fair value.
The following table sets forth our combined fair value of fixed maturity
investment portfolio classified by maturity distribution at December 31, 2003
(dollars in thousands):
December 31, 2003
-----------------
Percent
Of
Amount Total
------ -----
Due in (1):
One year or less $ 4,754 8.9%
After one year through five years 12,301 23.1
After five years through ten years 3,493 6.5
After ten years 3,857 7.2
Mortgage-backed securities 28,950 54.3
------- -----
$53,355 100.0%
======= =====
(1) Based on effective maturity dates. Actual maturities may
differ because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
14
The Company's insurance subsidiaries are subject to state laws and regulations
that require diversification of its investment portfolio and limit the amount of
investments in certain investment categories. Failure to comply with these laws
and regulations would cause non-conforming investments to be treated as
non-admitted assets for purposes of measuring statutory surplus and, in some
instances, would require divestiture. As of December 31, 2003, the Company's
investments complied with such laws and regulations.
Investment results for the years ended December 31, 2003, 2002 and 2001 are
shown in the following table (dollars in thousands):
2003 2002 2001
---- ---- ----
Invested assets (1) $ 95,522 $ 84,358 $ 83,403
Investment income (2) $ 2,669 $ 3,554 $ 4,032
Average yield 2.79% 4.21% 4.83%
(1) Average of the aggregate invested amounts at the beginning of
the period and at end of each quarter including cash and cash
equivalents.
(2) Investment income is net of investment expenses and does not
include realized investment gains or losses or provision for
income taxes.
In 2003, the interest rate environment decreased led by reduction in U.S.
Treasury rates, reflected in the marginal drop in yield. Invested assets are
attributable to the net cash flow generated by written premiums, cash collateral
and the reinvestment of investment income offset in part by cash used to repay
debt, repurchase stock and pay claims.
Derivatives
The Company uses interest rate swaps as a means of hedging exposure to interest
rate risk on its long-term debt. To qualify as a hedge, the hedge relationship
must be designated and documented at inception and be highly effective in
accomplishing the objective of offsetting the changes in cash flows for the risk
being hedged. To the extent these derivatives are effective in offsetting the
variability of the hedged cash flows, changes in the derivatives' fair value are
not be included in current earnings but are reported in accumulated other
comprehensive income ("AOCI").
During the year ended December 31, 2004, the amount of losses the Company
expects to reclassify from AOCI into interest expense for its cash flow hedges
is not significant. To the extent these hedges are not effective, changes in
their fair value would be immediately included in earnings.
General Business Factors
During 2003, 2002 and 2001, customers who individually accounted for more than
10% of consolidated construction contracting revenue are as follows; in 2003 -
five customers provided 21%, 19%, 15%, 13% and 12% respectively; in 2002 - four
customers provided 31%, 26%, 19% and 18%, respectively; in 2001 - three
customers provided 33%, 27%, and 20%, respectively. One customer accounted for
more than 10% of the United Coastal insurance revenues in 2001. However, in the
opinion of the Company's management, no material part of the business of the
Company and its subsidiaries is dependent upon a single customer or group of
customers, the loss of any one of which would have a materially adverse effect
on the Company.
15
ENVIRONMENTAL COMPLIANCE
The Company does not expect that its compliance with federal, state or local
environmental laws or regulations will have any material effect upon its capital
expenditures, earnings or competitive position.
EMPLOYEES
As of December 31, 2003, the Company employed approximately 25 persons, all in
the United States. None of its current employees are employed subject to
collective bargaining agreements. The Company believes that its relations with
all of its employees are excellent.
ITEM 2. PROPERTIES
The Company and its subsidiaries occupy a 7 story office building located at 233
Main Street, in New Britain, Connecticut. ACMAT leases approximately 45% of the
building to unaffiliated tenants. The office building is suitable and adequate
for ACMAT's current and future requirements.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to legal actions arising in the ordinary course of its
business. In management's opinion, the Company has adequate legal defenses
respecting those actions where the Company is a defendant, has appropriate
insurance reserves recorded, and does not believe that their settlement will
materially affect the Company's operations or financial position.
The Company has, together with many other defendants, been named as a defendant
in actions brought by injured or deceased individuals or their representatives
based on product liability claims relating to materials containing asbestos. No
specific claims for monetary damages are asserted in these actions. Although it
is early in the litigation process, the Company does not believe that its
exposure in connection with these cases is significant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 2003.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
ACMAT's Class A Stock trades on the Nasdaq Stock Market under the symbol
"ACMTA." The Common Stock trades on the over-the-counter market under the symbol
"ACMT." The following table sets forth the quarterly high and low closing prices
of the Company's Common Stock and Class A Stock as reported by Nasdaq.
2003 2002
HIGH LOW HIGH LOW
COMMON STOCK
1st Quarter 10.55 10.30 19.00 19.00
2nd Quarter 10.38 9.50 19.00 13.00
3rd Quarter 10.65 10.35 14.25 10.05
4th Quarter 11.75 10.65 10.55 10.05
CLASS A STOCK
1st Quarter 10.31 8.07 9.65 7.55
2nd Quarter 9.35 7.76 11.99 9.41
3rd Quarter 12.78 9.20 10.20 7.76
4th Quarter 12.62 11.34 10.35 8.24
No dividends have been paid in the past five years and there is no intention of
paying dividends in the near future. As of March 1, 2004, there were 351 Common
Stock shareholders of record and 554 Class A Stock shareholders of record.
ITEM 6. SELECTED FINANCIAL DATA
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Revenues $ 19,168,648 $ 31,574,097 $ 26,962,807 $ 26,341,755 $ 25,500,249
Total Assets 132,429,857 121,964,763 109,463,456 112,216,369 125,855,611
Long-Term Debt 19,107,293 21,511,921 24,550,361 27,696,587 30,792,720
Stockholders' Equity 42,082,178 40,853,708 37,972,175 37,483,665 36,126,992
Net Earnings 1,613,994 3,156,893 1,706,588 2,224,317 3,013,723
Basic Earnings Per Share .70 1.33 .70 .80 1.02
Diluted Earnings Per Share .69 1.32 .68 .78 .99
Note: No cash dividends were paid during any of the periods above.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations:
Management's discussion and analysis (MD&A) reviews our consolidated and segment
financial condition as of December 31, 2003 and 2002, our consolidated results
of operations for the periods ended December 31, 2003, 2002 and 2001 and where
appropriate, factors that may affect our future financial performance. The MD&A
should be read in conjunction with the consolidated financial statements of the
Company and related notes included elsewhere in this Form 10K.
Forward-Looking Statement Disclosure and Certain Risks
This report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are statements other than historical information or statements of current
condition. Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", or "estimates", or variations of such words, and similar
expressions are intended to identify forward-looking statements.
17
In light of the risks and uncertainties inherent in future projections, many of
which are beyond our control, actual results could differ materially from those
in forward-looking statements. These statements should not be regarded as a
representation that anticipated events will occur or that expected objectives
will be achieved. Risks and uncertainties include, but are not limited to, the
following:
- Changes in the demand for, pricing of, or supply of our
products;
- General economic conditions, including changes in interest
rates and the performance of financial markets;
- Additional statement of earnings charges if our loss reserves
are insufficient;
- The possibility that claims cost trends that we anticipate in
our businesses may not develop as we expect;
- The possibility of downgrades in our ratings significantly
adversely affecting us, including, but not limited to,
reducing the number of insurance policies we write, generally,
or causing clients who require an insurer with a certain
rating level to use higher-rated insurers;
- The risk that our subsidiaries may be unable to pay dividends
to us in sufficient amounts to enable us to meet our
obligations;
- The cyclicality of the property-liability insurance industry
causing fluctuations in our results.
EXECUTIVE SUMMARY:
2003 Consolidated Results of Operations:
- Net earnings of $1,613,994, or $.70 per share basic and $.69
per share diluted.
- Written premiums increased 75% over prior year.
- Favorable rate environment and improved loss trends.
- Decreased interest income offset by decreased interest
expense.
- Construction contract revenues down significantly, however,
resulting in a gross profit of 2.9%.
- No net life insurance proceeds in 2003 compared to $3.3
million in 2002.
- No tax benefit in 2003 compared to a benefit of $2.5 million
in 2002.
2003 Financial Condition:
- Total assets of $132.4 million, up $10.5 million from the
prior year.
- Total cash and invested assets of $102.3 million, up $13.8
million from the prior year.
- Stockholders' Equity of $42.1 million, up $1.2 million from
the prior year.
- Total debt reduced to $19.1 million from $21.5 million.
- Cash flow provided from operations of $17.4 million, up from
$11.6 million
CONSOLIDATED OVERVIEW:
2003 2002 2001
---- ---- ----
Net Earnings $1,613,994 3,156,893 1,706,588
Basic Earnings Per Share $ .70 1.33 .70
Diluted Earnings Per Share $ .69 1.32 .68
18
The Company's discussions related to all items, other than net earnings, are
presented on a pretax basis, unless otherwise noted.
Net earnings were $1,613,994 or $.70 per share basic and $.69 per share diluted
in 2003 compared to $3,156,893 or $1.33 per share basic and $1.32 per share
diluted in 2002. The decrease in net earnings for 2003 compared to 2002 is
primarily due to the absence of a one-time benefit from life insurance proceeds,
net of related obligations, and the related tax benefits due to the death of the
former Chairman and President of the Company in 2002. Net earnings for 2003
reflected the continuing favorable rate environment and lower unfavorable prior
year loss development. Construction contracting revenues exceeded the cost of
the construction contracts by $83,680 in 2003 compared to contract costs
exceeding contract revenues by ($2,050,208) in 2002 due to additional
remediation expenses incurred on a construction project that significantly
exceeded the original estimate. Investment income was $2,668,940 in 2003
compared to $3,553,565 in 2002 and was offset by the decrease in interest
expense of $1,059,974 in 2003 from $1,928,084 in 2002. Realized capital gains
were $361,542 in 2003 compared to $25,971 in 2002.
Net earnings were $3,156,893 or $1.33 per share basic and $1.32 per share
diluted in 2002 compared to $1,706,588 or $.70 per share basic and $.68 per
share diluted in 2001. The increase in net earnings for 2002 compared to 2001 is
primarily due to the one-time benefit from life insurance proceeds, net of
related obligations, and the related tax benefits due to the death of the former
Chairman and President of the Company in 2002. Construction contracting costs
exceeded contract revenues by ($2,050,208) in 2002 compared to contract revenues
exceeding the cost of the construction contracts by $891,821 in 2001 due to
additional remediation expenses incurred on a construction project that
significantly exceeded the original estimate in 2002. Net earnings in 2002 also
reflect an increase to loss reserves due to two large losses reported in current
year. Investment income was $3,553,565 in 2002 compared to $4,031,793 in 2001
and was offset by the decrease in interest expense of $1,928,084 in 2002 from
$2,723,052 in 2001. Realized capital gains were $25,971 in 2002 compared to
$374,301 in 2001.
Consolidated revenues were as follows:
2003 2002 2001
---- ---- ----
Contract revenues $ 2,982,197 16,289,326 14,074,878
Earned premium 12,270,916 7,571,725 7,581,276
Investment income 2,668,940 3,553,565 4,031,793
Net realized capital gains 361,542 25,971 374,301
Life insurance proceeds, net --- 3,348,903 ---
Other income 885,053 784,607 900,559
------------- ---------- ----------
Consolidated revenues $ 19,168,648 31,574,097 26,962,807
============= ========== ==========
Total consolidated revenues decreased $12,405,449 or 39% in 2003 and increased
$4,611,290 or 17% in 2002.
Contract revenues decreased $13,307,129 or 82% in 2003 due primarily to the
timing of three large projects that were completed in 2002. The significant
decrease in contract revenues in 2003 reflects the impact of a significant
number of contractors competing for a limited number of projects available in
our market place. Contract revenues increased $2,214,448 or 16% in 2002 due to
the timing of three large projects in 2002. Contract revenue depends greatly on
the successful securement of contracts bid and execution. The backlog at
December 31, 2003 was $9,680,000 compared to $430,000 at December 31, 2002. The
significant increase in backlog reflects the four contracts successfully bid
during 2003.
Earned premiums increased $4,699,191 or 62% in 2003 due to a 75% increase in net
written premiums in ACSTAR Bonding primarily due to a growth in new business and
strong customer retention and a 76% increase in net written premiums in United
Coastal liability insurance business due primarily to significant rate increases
on new and renewal business and strong customer retention. Earned premium was
flat in 2002 compared to 2001 reflecting the Company's strategy to selectively
underwrite during uncertain economic times and unfavorable pricing in the
casualty insurance market.
19
Investment income decreased $884,625 or 25% in 2003 despite higher average
invested assets resulting from strong cash flows from operations. The decline
resulted from a reduction in investment yields to 2.79% in 2003 from 4.21% in
2002. The decrease in yield reflected the lower interest rate environment and
the short duration of the Company's portfolio partially offset by the sale of
most of the tax-exempt investments during 2003. Investment income decreased
$478,228 or 12% in 2002 despite average invested assets remaining relatively
flat. The decline resulted from a reduction in investment yields to 4.21% in
2002 from 4.83% in 2001. The decrease in yield reflected the lower interest rate
environment and the short duration of the Company's portfolio.
Net realized capital gains were $361,542 in 2003 compared to $25,971 in 2002.
During 2003, the Company sold most of its tax-exempt investments in order to
accelerate the use of an alternative minimum tax credit carryforward generated
with the recognition of net life insurance proceeds in 2002 that were exempt for
income tax purposes. Net realized gains of $374,301 were generated in 2001 as a
result of selling primarily fixed maturity investments.
Life insurance proceeds in 2002 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 increased $100,446 in 2003 due primarily to increased fees related
to funds administration services income offset in part by a decrease in rental
income. Other income decreased $115,952 in 2002 primarily due to a decrease in
funds administration services income in 2002. Other revenues consist primarily
of rental income and funds administration fees charged to bonding customers.
Consolidated expenses were as follows:
2003 2002 2001
---- ---- ----
Cost of contract revenues $ 2,898,517 18,339,534 13,183,057
Losses and loss adjustment expenses 4,993,991 4,071,399 1,536,022
Amortization of policy acquisition costs 2,346,902 1,753,553 2,049,946
General and Administrative expenses 5,341,416 4,856,068 4,856,785
Interest expense 1,059,974 1,928,084 2,723,052
------------ ---------- ----------
$ 16,640,800 30,948,638 24,348,862
============ ========== ==========
Consolidated expenses decreased $14,307,838 or 46% in 2003 and increased
$6,599,776 or 27% in 2002.
Cost of contract revenues decreased $15,441,017 or 84% in 2003 primarily due to
the 82% decrease in contract revenues in 2003 due to the timing of three large
projects that were completed in 2002. The gross profit margin on construction
projects improved to 2.9% in 2003 compared to a gross loss margin of (12.6%) in
2002. The Company incurred additional remediation expenses on a construction
project in 2002 that significantly exceeded the original estimate. Cost of
contract revenues increased $5,156,477 or 39% in 2002 due primarily to the 15.7%
increase in contract revenues in 2002 due to the timing of three large projects
that were completed in 2002. The gross profit (loss) margin on construction
projects was (12.6%) in 2002 compared to a gross profit margin of 6.3% in 2001.
Gross margins fluctuate each year based upon the profitability of specific
projects.
Losses and loss adjustment expenses increased $922,592 or 23% in 2003 primarily
due to the 62% increase in earned premiums primarily offset by lower adverse
development. Losses and loss adjustment expenses increased $2,535,377 or 165% in
2002 primarily due to the strengthening of loss reserves due to adverse
20
development in prior accident years. The Company strengthened reserves by a net
amount of $750,000 in 2003 and $2,200,000 in 2002.
Amortization of policy acquisition costs increased $593,349 or 34% in 2003
primarily due to the increase in earned premiums offset in part by a decrease in
commissions rate. Amortization of policy acquisition costs decreased $296,393 or
14% in 2002 primarily due to the decrease in commission rates for agents and a
slight decrease in earned premiums.
General and administrative expenses increased $485,348 or 10% in 2003 primarily
due to an increase in salary expense. General and administrative expenses
remained relatively unchanged in 2002 primarily due to a decrease in
amortization of intangibles offset by an increase in bad debt expense.
Interest expense decreased $868,110 or 45% in 2003 and $794,968 or 29% in 2002
primarily due to the decrease in long-term debt and the replacement of high
interest-bearing debt with lower interest-bearing debt during the fourth quarter
of 2002.
The Company's effective tax rate was 36.2%, (404.7%) and 34.7% in 2003, 2002 and
2001, respectively. The 2003 increase in the effective tax rate reflected the
elimination of tax-exempt investments in 2003 and the one-time recognition of
net life insurance proceeds during 2002 that were exempt for income tax
purposes. The 2002 decrease in effective tax rate reflected the one-time
recognition of net life insurance proceeds of several key-man life insurance
policies as well as the effect of tax-exempt investments.
Results of Operations by Segment:
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. 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.
Operating earnings for ACMAT contracting are operating revenues less cost of
contract revenues and identifiable 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 general and administrative expenses.
ACSTAR BONDING: 2003 2002 2001
---- ---- ----
Operating Earnings $2,631,790 $1,217,718 $2,098,548
---------- ---------- ----------
GAAP Combined Ratio 79.6% 103.5% 85.0%
---------- ---------- ----------
Operating earnings for the ACSTAR Bonding segment increased $1,414,072 or 116%
in 2003. The operating earnings in 2003 benefited from a 64% increase in earned
premiums and a 23.9 point improvement in the GAAP combined ratio in 2003.
Operating earnings decreased $880,830 or 42% in 2002. The decrease in 2002
operating earnings reflect the addition of $500,000, net of recoveries, to loss
reserves for a large loss reported in current year, flat revenue from earned
premiums and a decrease in investment income and realized capital gains.
The decrease in the 2003 GAAP combined ratio is due to the absence of large
losses reported in the 2002 loss year and improved expense management. In
addition, prior year favorable development is significantly lower due to actual
loss experience being closer to estimates. The increase in the 2002 GAAP
combined ratio results primarily from a large loss of approximately $500,000
reported in 2002.
21
ACSTAR Bonding revenues were as follows:
2003 2002 2001
---- ---- ----
Earned premium $ 6,578,324 4,001,183 3,808,737
Investment income 1,177,091 1,451,169 1,560,080
Net realized capital gains 272,565 5,737 191,670
Other income (expense) (160,636) (97,218) (72,804)
----------- --------- ---------
$ 7,867,344 5,360,871 5,487,683
=========== ========= =========
Revenues increased $2,506,473 or 47% in 2003 and decreased $126,812 or 2% in
2002.
Earned premiums increased $2,577,141 or 64% in 2003 due to a 75% increase in net
written premiums primarily due to a growth in new business and strong customer
retention. Earned premiums increased $192,446 or 5% in 2002 due to a 24%
increase in written premiums reflecting the impact of a favorable insurance rate
market. Beginning in 2002, ACSTAR has experienced a significant increase in
business opportunities that meet ACSTAR's underwriting standards.
Investment income decreased $274,078 or 19% in 2003 despite higher average
invested assets resulting from strong cash flows from operations. The decline
resulted from a reduction in investment yields to 2.2% in 2003 from 3.3% in
2002. The decrease in yield reflected the lower interest rate environment and
the short duration of the Company's portfolio partially offset by the sale of
most of the tax-exempt investments during 2003. Investment income decreased
$108,911 or 7% in 2002 despite average invested assets remaining relatively
flat. The decline resulted from a reduction in investment yields to 3.3% in 2002
from 4.0% in 2001. The decrease in yield reflected the lower interest rate
environment and the short duration of the Company's portfolio.
Net realized capital gains were $272,565 in 2003 compared to $5,737 in 2002.
During 2003, the Company sold most of its tax-exempt investments in order to
accelerate the use of an alternative minimum tax credit carryforward generated
with the recognition of net life insurance proceeds by the parent company in
2002 that were exempt for income tax purposes. Net realized gains of $191,670
were generated in 2001 as a result of selling primarily fixed maturity
investments.
Other income (expense) relates primarily to fees related to funds administration
services. Funds administration fees charged to bonding customers for
administering payments to subcontractors and venders fluctuates depending on the
terms and conditions offered and accepted for the bonding programs each year.
ACSTAR Bonding expenses were as follows:
2003 2002 2001
---- ---- ----
Losses and loss adjustment expenses $ 1,966,955 1,300,237 404,260
Amortization of policy acquisition costs 2,136,115 1,564,398 1,601,377
General and administrative expenses 1,132,484 1,278,518 1,383,498
----------- --------- ---------
$ 5,235,554 4,143,153 3,389,135
=========== ========= =========
Expenses increased $1,092,401 or 26% in 2003 and $754,018 or 22% in 2002.
Losses and loss adjustment expenses increased $666,718 or 51% in 2003 primarily
due to the 64% increase in earned premiums offset in part by a 23.9 point
decrease in the GAAP combined ratio for 2003. The improvement in the GAAP
combined ratio for 2003 is the result of improved loss experience and an
increase in earned premium. Losses and loss adjustment expenses increased
$895,977 or 222% in 2002 primarily due to the strengthening of loss reserves due
to adverse development in prior years. During 2002, the Company increased
reserves by $500,000, net of recoveries, due to a large loss reported in current
year.
Amortization of policy acquisition costs increased $571,717 or 37% in 2003
primarily due to the increase in earned premiums offset in part by a decrease in
commissions paid. Amortization of policy acquisition costs decreased $36,979 or
2% in 2002 primarily attributable to a decrease in the average commissions paid
to agents offset in part by the increase in 2002 earned premiums.
22
General and administrative expenses decreased $146,034 or 11% in 2003 primarily
due to a decrease in rental expense and depreciation expense. General and
administrative expenses decreased by $104,980 or 8% in 2002 due primarily to no
further amortization expense related to intangibles and a one-time rent recovery
from an affiliate.
UNITED COASTAL LIABILITY INSURANCE:
2003 2002 2001
---- ---- ----
Operating Earnings $1,414,416 $ 677,349 $2,810,000
---------- ---------- ----------
GAAP Combined Ratio 100.3% 133.9% 94.2%
---------- ---------- ----------
Operating earnings for the United Coastal Liability Insurance segment increased
$737,067 or 109% in 2003. The operating earnings in 2003 benefited from a 59%
increase in earned premiums and a 33.6 point improvement in the GAAP combined
ratio in 2003. Operating earnings decreased $2,132,651 or 76% in 2002. The
decrease in 2002 operating earnings is attributable to a large loss of
approximately $1,700,000 reported in 2002, decreased premiums and investment
income.
The decrease in the 2003 GAAP combined ratio is due to the absence of large
losses reported in the 2002 loss year and improved expense management. In
addition, prior year favorable development is significantly lower due to actual
loss experience being closer to estimates. The increase in the 2002 GAAP
combined ratio results primarily from a large loss of approximately $1,700,000
reported in 2002.
United Coastal Liability Insurance revenues were as follows:
2003 2002 2001
---- ---- ----
Earned premium $5,692,592 3,570,542 3,772,539
Investment income 1,271,612 1,845,179 2,385,377
Net realized capital gains 88,977 20,234 182,631
Other income 68,454 22,418 22,845
---------- --------- ---------
Consolidated revenues $7,121,635 5,458,373 6,363,392
========== ========= =========
Revenues increased $1,663,262 or 30% in 2003 and decreased $905,019 or 14% in
2002.
Earned premiums increased $2,122,050 or 59% in 2003 due to a 76% increase in net
written premiums primarily due to significant rate increases on new and renewal
business and strong customer retention. Earned premiums decreased $201,997 or 5%
in 2002 despite a 17% increase in written premiums reflecting the impact and
timing of a favorable insurance rate market.
Investment income decreased $573,567 or 31% in 2003 despite higher average
invested assets resulting from strong cash flows from operations. The decline
resulted from a reduction in investment yields to 3.6% in 2003 from 4.8% in
2002. The decrease in yield reflected the lower interest rate environment and
the short duration of the Company's portfolio partially offset by the sale of
most of the tax-exempt investments during 2003. Investment income decreased
$540,198 or 23% in 2002 despite average invested assets remaining relatively
flat. The decline resulted from a reduction in investment yields to 4.8% in 2002
from 5.4% in 2001. The decrease in yield reflected the lower interest rate
environment and the short duration of the Company's portfolio.
Net realized capital gains were $88,977 in 2003 compared to $20,234 in 2002.
During 2003, the Company sold most of its tax-exempt investments in order to
accelerate the use of an alternative minimum tax credit carryforward generated
with the recognition of net life insurance proceeds by the parent company in
2002 that were exempt for income tax purposes. Net realized gains of $182,631
were generated in 2001 as a result of selling primarily fixed maturity
investments.
23
United Coastal Liability Insurance expenses were as follows:
2003 2002 2001
---- ---- ----
Losses and loss adjustment expenses $ 3,027,036 2,771,162 1,131,762
Amortization of policy acquisition costs 1,555,151 951,023 1,286,409
General and administrative expenses 1,125,032 1,058,839 1,135,221
----------- --------- ---------
$ 5,707,219 4,781,024 3,553,392
Expenses increased $926,195 or 19% in 2003 and $1,227,632 or 35% in 2002.
Losses and loss adjustment expenses increased $255,874 or 9% in 2003 primarily
due to the 59% increase in earned premiums offset in part by a 33.6 point
decrease in the GAAP combined ratio for 2003. Losses and loss adjustment
expenses increased $1,639,400 or 145% in 2002 primarily due to the strengthening
of loss reserves due to adverse development in prior years. During 2002, the
Company increased reserves by $1,700,000 due to a large loss reported in current
year.
Amortization of policy acquisition costs increased $604,128 or 64% in 2003
primarily due to the 59% increase in earned premiums. Amortization of policy
acquisition costs decreased $335,386 or 26% in 2002 primarily attributable to a
decrease in earned premiums and the significant reduction in ceded premiums.
General and administrative expenses increased $66,193 or 6% in 2003 primarily
due to an increase in bad debt expense and salary expense offset in part by a
decrease in rental expense. General and administrative expenses decreased by
$76,382 or 7% in 2002 due primarily to a reduction in rent expense from a
one-time rent recovery from an affiliate.
ACMAT CONTRACTING: 2003 2002 2001
---- ---- ----
Operating Earnings (Loss) $( 458,384) $(2,690,427) $ 912,376
---------- ----------- ------------
Operating earnings for the ACMAT Contracting segment improved $2,232,043 or 83%
in 2003. The gross profit margin on construction projects improved to 2.8% in
2003 compared to a gross loss margin of (12.6%) in 2002. The Company incurred
additional remediation expenses on a construction project in 2002 that
significantly exceeded the original estimate. However, the gross profit margin
of 2.8% in 2003 was not sufficient to cover the fixed costs in ACMAT Contracting
resulting in an operating loss of $458,384. The Company expects future gross
margins to be sufficient to cover fixed costs in 2004. The gross profit (loss)
margin on construction projects was (12.6%) in 2002 compared to a gross profit
margin of 6.2% in 2001. Gross margins fluctuate each year based upon the
profitability of specific projects.
ACMAT Contracting revenues were as follows:
2003 2002 2001
---- ---- ----
Contract revenues $2,982,197 16,289,326 14,074,878
Investment income, net 10,388 91,811 44,707
Inter-segment revenue:
Rental income 768,146 1,286,000 1,277,794
Underwriting services and 1,905,811 1,131,857 1,192,472
agency commissions
Other income 977,234 859,407 950,518
---------- ---------- ----------
$6,643,777 19,658,401 17,540,369
========== ========== ==========
Contract revenues decreased $13,307,129 or 82% in 2003 due primarily to the
timing of three large projects that were completed in 2002. The significant
decrease in contract revenues in 2003 reflects the affect of a significant
number of contractors competing for a limited number of projects available in
our market place. Contract revenues increased $2,214,448 or 16% in 2002 due to
the timing of three large projects in 2002. Contract revenue depends greatly on
the successful securement of contracts bid and execution. The backlog at
December 31, 2003 was $9,680,000 compared to $430,000 at December 31, 2002. The
significant increase in backlog reflects four contracts successfully bid during
2003.
Inter-segment revenues consists primarily of rental income and underwriting
services fees and agency commissions. Rental income decreased $517,854 or 40% in
2003 as a result of a reduction in rent charged to ACSTAR and United Coastal
effective January 1, 2003. Rental income increased $8,206 or 1% in 2002
primarily due to a slight increase in operating expense increases related to the
rental property.
24
Underwriting services fees and agency commissions increased $773,954 or 68% in
2003 due primarily to a 76% increase in net written premiums. Underwriting
services fees and agency commissions decreased $60,615 or 5% in 2002 due
primarily to the timing of premiums written.
Other income consists primarily of rental income and varies depending on the
timing of tenants and their leases. Other income increased $117,827 or 14% in
2003 and decreased $91,111 or 10% in 2002.
ACMAT Contracting expenses were as follows:
2003 2002 2001
----- ----- ----
Cost of contract revenues $2,898,517 18,339,534 13,183,057
General and administrative expenses 4,203,644 4,009,294 3,444,936
---------- ---------- ----------
$7,102,161 22,348,828 16,627,993
========== ========== ==========
Expenses decreased $15,246,667 or 68% in 2003 and $5,720,835 or 34% in 2002.
Cost of contract revenues decreased $15,441,017 or 84% in 2003 primarily due to
the 82% decrease in contract revenues in 2003 due to the timing of three large
projects that were completed in 2002. The gross profit margin on construction
projects improved to 2.9% in 2003 compared to a gross loss margin of (12.6%) in
2002. The Company incurred additional remediation expenses on a construction
project in 2002 that significantly exceeded the original estimate. Cost of
contract revenues increased $5,156,477 or 39% in 2002 due primarily to the 39%
increase in contract revenues in 2002 due to the timing of three large projects
that were completed in 2002. The gross profit (loss) margin on construction
projects was (12.6%) in 2002 compared to a gross profit margin of 6.3% in 2001.
Gross margins fluctuate each year based upon the profitability of specific
projects.
General and administrative expenses increased $194,350 or 5% in 2003 primarily
due to an increase in salary expense offset in part by a decrease in bad debt
expense, rental expense and amortization of intangibles. General and
administrative expenses increased by $564,358 or 16% in 2002 due primarily an
increase in bad debt expense and a one-time return of rental income to
affiliates collected on their behalf offset in part by a decrease in salary
expense in 2002.
CRITICAL ACCOUNTING ESTIMATES
The Company considers its most significant accounting estimates to be those
applied to reserves for losses and loss adjustment expenses and revenue
recognition on construction projects using the percentage of completion method.
Reserves for losses and loss adjustment expenses were $20,848,566 at December
31, 2003. The Company maintains reserves to cover estimated ultimate unpaid
liability for losses and loss adjustment expenses with respect to both reported
and incurred but not reported claims for insured risks incurred as of the end of
each accounting period. 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. This is a critical accounting policy for
the insurance operations.
Management believes that the reserves for losses and loss adjustment expenses at
December 31, 2003 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 claims reporting patterns, past 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.
Revenue on construction contracts is recorded using the percentage of completion
method. Under this method revenues with respect to individual contracts are
recognized in the proportion that costs incurred to date relate to total
estimated costs. Revenues and cost estimates are subject to revision during the
terms of the contracts, and any required adjustments are made in the periods in
which the revisions become known. Provisions are made, where applicable, for the
entire amount of anticipated future losses on contracts in progress.
Construction claims are recorded as revenue at the time of settlement and profit
incentives and change orders are included in revenues when their realization is
reasonably assured. Selling, general and administrative expenses are not
allocated to contracts. This is a critical accounting policy for the ACMAT
construction segment.
25
LIQUIDITY AND CAPITAL RESOURCES:
The Company internally generates sufficient funds for its current 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 12 months.
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 serve
its indebtedness. ACMAT has relied on dividends from its insurance subsidiaries
to repay debt.
The Company realized cash flow from operations in the amount of $17,393,270 in
2003, $11,615,814 in 2002 and $1,465,272 in 2001. The cash flow from operations
is due primarily to the increase of cash collateral. Substantially all of the
Company's cash flow is used to repay long-term debt, repurchase stock and
purchase investments. 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 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.
Net cash provided by investing activities was $4,140,298 in 2003 compared to net
cash used for investing activities of $1,918,242 in 2002 and to net cash
provided by investing activities was $8,821,721 in 2001.
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 was in compliance with all of these covenants at
December 31, 2003.
The Company maintains a short-term unsecured bank credit line of $10 million to
fund interim cash requirements. There were no borrowings outstanding under this
line of credit as of December 31, 2003.
During 2003, the Company purchased, in the open market and privately negotiated
transactions, 13,700 shares of its Class A Stock at an average price of $8.89.
During 2003, the Company also purchased 4,000 shares of its Common Stock at an
average price of $10.93.
The Company's principal source of cash for repayment of long-term debt is
dividends from its two insurance companies. During 2003, ACMAT received
$2,990,000 as dividends from its subsidiaries. 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. For 2004, the amount of
dividends ACMAT's insurance subsidiaries may pay, without prior approval of
their domestic state insurance departments, is limited to approximately
$3,920,000.
In 2004, the Company anticipates that internally generated funds will be
utilized for repayment of long-term debt. Principal repayments on long-term debt
is scheduled to be $2,708,396 in 2004.
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 December 31, 2003 was above the level which might require
regulatory action.
26
CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS:
Contractual obligations at December 31, 2003 include the following:
Payment due by Period
-------------------------------------------------------------------------------------------
Less than 1 to 3 4 to 5 After 5
Total 1 Year Years Years Years
----- ------ ----- ----- -----
Long-Term Debt (principal) $19,107,293 2,708,396 5,091,305 5,359,166 5,948,426
The Company also has cash collateral of $41,718,225 at December 31, 2003 which
it would be required to return at the end of expiration of applicable bond
period subject to any claims.
ITEM 7A. QUANTATATIVE AND QUALITATIVE DISCUSSIONS ABOUT MARKET RISK:
MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates, and other
relevant market rate or price changes. Market risk is directly influenced by the
volatility and liquidity in the markets in which the related underlying assets
are traded. The following is a discussion of the Company's primary market risk
exposures and how those exposures are currently managed as of December 31, 2003.
The Company's market risk sensitive instruments are entered into for purposes
other than trading.
The carrying value of the Company's investment portfolio as of December 31, 2003
was $64,657,599, 83% of which is invested in fixed maturity securities. The
primary market risk to the investment portfolio is interest rate risk associated
with investments in fixed maturity securities. The Company's exposure to equity
price risk and foreign exchange risk is not significant. The Company has no
direct commodity risk.
For the Company's investment portfolio, there were no significant changes in the
Company's primary market risk exposures or in how those exposures are managed
compared to the year December 31, 2003. The Company does not anticipate
significant changes in the Company's primary market risk exposures or in how
those exposures are managed in future reporting periods based upon what is known
or expected to be in effect in future reporting periods.
The primary market risk for all of the Company's long-term debt is interest rate
risk at the time of refinancing. As the majority of the Company's debt is fixed
rate debt, the Company's exposure to interest rate risk on its long-term debt is
not significant. The Company continually monitors the interest rate environment
and evaluates refinancing opportunities as the maturity dates approach. In
addition, the Company uses interest rate swaps as a means of hedging exposure
to interest rate risk on its long-term debt. The Company does not hold or issue
derivative instruments for trading purposes.
27
SENSITIVITY ANALYSIS
Sensitivity analysis is defined as the measurement of potential loss in future
earnings, fair values or cash flows of market sensitive instruments resulting
from one or more selected hypothetical changes in interest rates and other
market rates or prices over a selected time. In the Company's sensitivity
analysis model, a hypothetical change in market rates is selected that is
expected to reflect reasonably possible near-term changes in those rates. The
term "near term" means a period of time going forward up to one year from the
date of the consolidated financial statements. Actual results may differ from
the hypothetical change in market rates assumed in this disclosure, especially
since this sensitivity analysis does not reflect the results of any action that
would be taken by us to mitigate such hypothetical losses in fair value.
In this sensitivity analysis model, the Company uses fair values to measure its
potential loss. The sensitivity analysis model includes the following financial
instruments: fixed maturities, interest-bearing non-redeemable preferred stocks,
short-term securities, cash, investment income accrued, and long-term debt. The
primary market risk to the Company's market sensitive instruments is interest
rate risk. The sensitivity analysis model uses a 100 basis point change in
interest rates to measure the hypothetical change in fair value of financial
instruments included in the model.
For invested assets, duration modeling is used to calculate changes in fair
values. Durations on invested assets are adjusted for call, put and interest
rate reset features. Duration on tax exempt securities is adjusted for the fact
that the yield on such securities is less sensitive to changes in interest rates
compared to Treasury securities. Invested asset portfolio durations are
calculated on a market value weighted basis, including accrued investment
income, using holdings as of December 31, 2003.
The sensitivity analysis model used by the Company produces a loss in fair value
of market sensitive instruments of $2.1 million based on a 100 basis point
increase in interest rates as of December 31, 2003, which is not considered
material. This loss value only reflects the impact of an interest rate increase
on the fair value of the Company's financial instruments, which constitute
approximately 49% of total assets. As a result, the loss value excludes a
significant portion of the Company's consolidated balance sheet which would
partially mitigate the impact of the loss in fair value associated with a 100
basis point increase in interest rates.
For example, certain non-financial instruments, primarily insurance accounts for
which the fixed maturity portfolio's primary purpose is to fund future claims
payments related thereto, are not reflected in the development of the above loss
value. These non-financial instruments include premium balances receivable,
reinsurance recoverables, claims and claim adjustment expense reserves and
unearned premium reserves. Forward-looking information contained in this report
is subject to risk and uncertainty.
28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements and Schedules
ACMAT Corporation and Subsidiaries:
The following Consolidated Financial Statements of the Company, related notes
and Independent Auditors' Report are included herein:
Independent Auditors' Report
Consolidated Statements of Earnings for the years ended December 31,
2003, 2002 and 2001
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended December 31,
2003, 2002 and 2001
Notes to Consolidated Financial Statements - December 31, 2003, 2002
and 2001
Consolidated Schedules included in Part II of this Report - Years ended
December 31, 2003, 2002 and 2001
I - Condensed Financial Information of Registrant (Parent
Company Only)
II - Valuation and Qualifying Accounts and Reserves
V - Supplemental Information Concerning Property-Casualty
Insurance Operations
29
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
ACMAT Corporation:
We have audited the consolidated financial statements of ACMAT Corporation and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the financial
statement schedules as listed in the accompanying index. These consolidated
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedules based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ACMAT Corporation
and subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for goodwill and other intangible assets in
2002.
/s/ KPMG LLP
Hartford, Connecticut
March 12, 2004
30
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Contract revenues $ 2,982,197 16,289,326 14,074,878
Earned premiums 12,270,916 7,571,725 7,581,276
Investment income, net 2,668,940 3,553,565 4,031,793
Net realized capital gains 361,542 25,971 374,301
Life insurance proceeds, net -- 3,348,903 --
Other income 885,053 784,607 900,559
----------- ---------- ----------
19,168,648 31,574,097 26,962,807
Cost of contract revenues 2,898,517 18,339,534 13,183,057
Losses and loss adjustment expenses 4,993,991 4,071,399 1,536,022
Amortization of policy acquisition costs 2,346,902 1,753,553 2,049,946
General and administrative expenses 5,341,416 4,856,068 4,856,785
Interest expense 1,059,974 1,928,084 2,723,052
----------- ---------- ----------
16,640,800 30,948,638 24,348,862
----------- ---------- ----------
Earnings before income taxes 2,527,848 625,459 2,613,945
Income taxes (benefits) 913,854 (2,531,434) 907,357
----------- ---------- ----------
Net earnings $ 1,613,994 3,156,893 1,706,588
=========== ========== ==========
Basic earnings per share $ .70 1.33 .70
----------- ---------- ----------
Diluted earnings per share $ .69 1.32 .68
----------- ---------- ----------
See Notes to Consolidated Financial Statements.
31
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2003 and 2002
ASSETS 2003 2002
------ ---- ----
Investments:
Fixed maturities - available for sale at fair value
(Cost of $53,057,097 in 2003 and $59,872,707 in 2002 ) $ 53,355,212 60,919,291
Equity securities - available for sale at fair value
(Cost of $10,240,559 in 2003 and $6,700,559 in 2002) 10,541,515 6,697,150
Short-term investments, at cost which approximates fair value 760,872 2,132,966
------------ ------------
Total Investments 64,657,599 69,749,407
Cash and cash equivalents 37,687,994 18,724,560
Accrued interest receivable 341,451 452,724
Receivables, net of allowance for doubtful accounts of
$302,606 in 2003 and $345,143 in 2002 2,222,971 2,580,046
Reinsurance recoverable:
Unpaid losses 4,376,220 8,383,894
Paid losses 2,327,436 1,036,726
Prepaid expenses 210,127 161,712
Income tax receivable 330,883 308,459
Deferred income taxes 2,155,028 2,639,582
Property and equipment, net 11,195,363 11,723,140
Deferred policy acquisition costs 1,639,325 1,270,669
Other assets 3,365,100 3,013,484
Intangibles 1,920,360 1,920,360
------------ ------------
Total Assets $132,429,857 121,964,763
============ ============
Liabilities & Stockholders' Equity
Accounts payable 848,427 $ 2,260,950
Reserves for losses and loss adjustment expenses 20,848,566 25,642,865
Unearned premiums 6,357,447 4,660,194
Collateral held 41,718,225 25,991,045
Other accrued liabilities 1,467,721 1,044,080
Long-term debt 19,107,293 21,511,921
------------ ------------
Total Liabilities 90,347,679 81,111,055
Stockholders' Equity:
Common Stock (No par value; 3,500,000 shares authorized;
549,355 and 553,355 shares issued and outstanding) 549,355 553,355
Class A Stock (No par value; 10,000,000 shares authorized;
1,742,705 and 1,756,405 shares issued and outstanding) 1,742,705 1,756,405
Retained earnings 39,438,778 37,972,590
Accumulated other comprehensive income 351,340 571,358
------------ ------------
Total Stockholders' Equity 42,082,178 40,853,708
------------ ------------
$132,429,857 121,964,763
============ ============
See Notes to Consolidated Financial Statements.
32
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
December 31, 2003, 2002 and 2001
Common
Stock par Class A Stock Additional Retained
value par value paid-in capital earnings
----- --------- --------------- --------
Balance as of December 31, 2000 $ 557,589 2,057,254 --- 35,326,305
Comprehensive income:
Net unrealized appreciation of debt and
equity securities, net of reclassification
adjustment --- --- --- ---
Net earnings --- --- --- 1,706,588
Total comprehensive income
Acquisition and retirement of 234,235
shares of Class A Stock --- (234,235) (20,000) (1,572,667)
Issuance of 4,000 shares of Class A Stock
pursuant to stock options --- 4,000 20,000 ---
--------- --------- ------- ----------
Balance as of December 31, 2001 $ 557,589 1,827,019 --- 35,460,226
Comprehensive income:
Net unrealized appreciation of debt and
equity securities, net of reclassification
adjustment --- --- --- ---
Net unrealized loss on derivatives
qualifying as hedges --- --- --- ---
Net earnings --- --- --- 3,156,893
Total comprehensive income
Acquisition and retirement of 4,234
shares of Common Stock (4,234) --- --- (76,255)
Acquisition and retirement of 78,114
shares of Class A Stock --- (78,114) --- (615,149)
Issuance of 7,500 shares of Class A
Stock pursuant to stock options --- 7,500 --- 46,875
--------- --------- ------- ----------
Balance as of December 31, 2002 $ 553,355 1,756,405 --- 37,972,590
Comprehensive income:
Net unrealized loss on debt and
equity securities, net of reclassification
adjustment --- --- --- ---
Net unrealized gain on derivatives
qualifying as hedges --- --- --- ---
Net earnings --- --- --- 1,613,994
Total comprehensive income
Acquisition and retirement of 4,000
shares of Common Stock (4,000) --- --- (39,700)
Acquisition and retirement of 13,700
shares of Class A Stock --- (13,700) --- (108,106)
--------- --------- ------- ----------
Balance of December 31, 2003 $ 549,355 1,742,705 --- 39,438,778
========= ========= ======= ==========
Accumulated
other Total
comprehensive stockholders'
income (loss) equity
------------- ------
Balance as of December 31, 2000 (457,483) 37,483,665
Comprehensive income:
Net unrealized appreciation of debt and
equity securities, net of reclassification
adjustment 584,824 584,824
Net earnings --- 1,706,588
----------
Total comprehensive income 2,291,412
Acquisition and retirement of 234,235
shares of Class A Stock --- (1,826,902)
Issuance of 4,000 shares of Class A Stock
pursuant to stock options --- 24,000
-------- ----------
Balance as of December 31, 2001 127,341 37,972,175
Comprehensive income:
Net unrealized appreciation of debt and
equity securities, net of reclassification
adjustment 561,159 561,159
Net unrealized loss on derivatives
qualifying as hedges (117,142) (117,142)
Net earnings --- 3,156,893
----------
Total comprehensive income 3,600,910
Acquisition and retirement of 4,234
shares of Common Stock --- (80,489)
Acquisition and retirement of 78,114
shares of Class A Stock --- (693,263)
Issuance of 7,500 shares of Class A
Stock pursuant to stock options --- 54,375
-------- ----------
Balance as of December 31, 2002 571,358 40,853,708
Comprehensive income:
Net unrealized loss on debt and
equity securities, net of reclassification
adjustment (293,115) (293,115)
Net unrealized gain on derivatives
qualifying as hedges 73,097 73,097
Net earnings --- 1,613,994
----------
Total comprehensive income 1,393,976
Acquisition and retirement of 4,000
shares of Common Stock --- (43,700)
Acquisition and retirement of 13,700
shares of Class A Stock --- (121,806)
-------- ----------
Balance of December 31, 2003 351,340 42,082,178
======== ==========
See Notes to Consolidated Financial Statements.
33
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash Flows From Operating Activities:
Net earnings $ 1,613,994 3,156,893 1,706,588
Adjustments to reconcile net earnings to net cash provided by
(used for) operating activities:
Depreciation and amortization 1,396,716 1,066,891 1,535,057
Net realized capital gains (361,542) (25,971) (374,301)
Deferred income taxes 484,554 418,865 383,562
Changes In:
Accrued interest receivable 111,273 297,354 283,333
Receivables, net 357,075 2,259,513 (699,196)
Reinsurance recoverable 1,680,238 (6,647,952) (192,280)
Deferred policy acquisition costs (368,656) (105,113) 273,191
Prepaid expenses and other assets 636,695 1,831,707 (1,261,646)
Accounts payable and other liabilities (915,785) (1,110,327) 651,095
Collateral held 15,727,180 10,042,409 7,275,258
Reserves for losses and loss adjustment expenses (4,794,299) 3,057,239 (6,724,980)
Income taxes 128,574 (3,130,691) (102,829)
Unearned premiums 1,697,253 504,997 (1,287,580)
------------ ----------- -----------
Net cash provided by operating activities 17,393,270 11,615,814 1,465,272
------------ ----------- -----------
Cash Flows From Investing Activities:
Proceeds from investments sold or matured:
Fixed maturities - sold 7,652,707 19,898,298 25,677,741
Fixed maturities - matured 35,304,460 12,035,000 28,261,000
Equity securities 5,711,774 2,145,444 3,568,173
Mortgages --- --- 289,625
Purchases Of:
Fixed maturities (36,601,408) (30,250,075) (45,430,756)
Equity securities (9,115,599) (3,760,297) (6,000,000)
Short-term investments, (purchases) sales, net 1,372,094 (1,761,222) 2,877,321
Capital expenditures (183,730) (225,390) (421,383)
------------ ----------- -----------
Net cash provided by (used for) investing activities 4,140,298 (1,918,242) 8,821,721
------------ ----------- -----------
Cash Flows From Financing Activities:
Repayments on long-term debt (2,404,628) (13,038,440) (8,146,226)
Issuance of long-term debt --- 10,000,000 5,000,000
Issuance of Class A Stock --- 54,375 24,000
Payments for acquisition and retirement of stock (165,506) (773,753) (1,826,902)
------------ ----------- -----------
Net cash used for financing activities (2,570,134) (3,757,818) (4,949,128)
------------ ----------- -----------
Net change in cash and cash equivalents 18,963,434 5,939,754 5,337,865
Cash and cash equivalents, beginning of year 18,724,560 12,784,806 7,446,941
------------ ----------- -----------
Cash and cash equivalents, end of year $ 37,687,994 18,724,560 12,784,806
============ =========== ===========
See Notes to Consolidated Financial Statements.
34
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of Consolidation
The consolidated financial statements include ACMAT Corporation ("ACMAT" or the
"Company"), its subsidiaries, including AMINS, Inc., ACSTAR Holdings, Inc.
("ACSTAR Holdings") and ACSTAR Holdings' wholly-owned subsidiary, ACSTAR
Insurance Company ("ACSTAR"); and United Coastal Insurance Company ("United
Coastal Insurance").
These consolidated financial statements have been prepared in conformity with
accounting principles generally accepted ("GAAP") in the United States of
America. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Certain reclassifications have been made to prior years financial statements to
conform to the current year presentation.
(b) Business
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.
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 to third parties.
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-seven 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 provides
specialty general, environmental and professional liability insurance primarily
to general contractors, specialty trade and environmental contractors, property
owners, storage and treatment facilities and allied professionals. United
Coastal also offers products liability policies to manufacturers. In addition,
the company offers professional liability coverage to architects, consultants
and engineers.
The Bonding operating segment provides, primarily through ACSTAR, surety bonds
written for general building, specialty trade, environmental contractors and
others. ACSTAR also offers other miscellaneous surety such as workers'
compensation bonds, supply bonds, subdivision bonds and license and permit
bonds.
During 2003, 2002 and 2001, customers who individually accounted for more than
10% of consolidated construction contracting revenue are as follows; in 2003 -
five customers provided 21%, 19%, 15%, 13% and 12%, respectively; in 2002 - four
customers provided 31%, 26%, 19% and 18%, respectively; and in 2001 - three
customers provided 33%, 27%, and 20%, respectively. One customer accounted for
more than 10% of the United Coastal insurance revenues in 2001.
(c) Investments
Fixed maturities include bonds, notes and redeemable preferred stocks. Equity
securities reflect investment in common stock, non-redeemable preferred stock
and mutual funds.
Investments are classified as "available for sale" and are reported at fair
value, with unrealized gains or losses, net of tax, charged or credited directly
to stockholders' equity.
The fair value of investment securities are based on quoted market prices.
Premiums and discounts on debt securities are amortized into interest income
over the term of the securities in a manner that approximates the interest
method. Realized gains and losses on sales of securities are computed using the
specific identification method. Any security which management believes has
experienced a decline in value which is other than temporary is written down to
its fair value and a charge is recorded in net realized capital gains.
Short-term investments, consisting primarily of money market instruments
maturing within one year are carried at cost which, along with accrued interest,
approximates fair value. Cash and cash equivalents include cash on hand and
short-term highly liquid investments of maturities of three months or less when
purchased. These investments are carried at cost plus accrued interest which
approximates fair value.
35
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(d) Deferred Policy Acquisition Costs
Deferred policy acquisition costs, representing commissions and certain pre-tax
underwriting costs, are deferred and amortized pro rata over the contract
periods in which the related premiums are earned. Deferred acquisition costs are
reviewed to determine if they are recoverable from future income, and if not,
are charged to expense. Future investment income attributable to related
premiums is taken into account in measuring the recoverable of the carrying
value of this asset.
(e) Property and Equipment
Property and equipment are stated at costs, net of depreciation. Depreciation is
computed using the straight-line method at rates based upon the respective
estimated useful lives of the assets. Maintenance and repairs are expensed as
incurred.
(f) Intangibles
Intangible assets relate to insurance operating licenses and are deemed to have
an indefinite useful life. The Company performs an impairment test at least
annually or more frequently if events or conditions indicate that the asset
might be impaired. Based on these tests, the Company did not impair any
intangible assets.
Prior to adoption of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (FAS 142) on January 1, 2002, intangibles
were stated at amortized cost and amortized using the straight-line method.
Intangibles include insurance operating licenses and goodwill, which represents
the excess of cost over the fair market value of net assets acquired. These
intangible assets were amortized over periods ranging from 15 to 25 years.
(g) Insurance Reserve Liabilities
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 the 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 recomputed periodically using new information on reported claims.
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 claims reporting patterns, past loss experience,
risk factors and current trends and considers their effect in the determination
of estimates of incurred but not reported losses. 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 contractor
and its indemnitors. Management believes that the reserves for losses and loss
adjustment expenses are adequate to cover the unpaid portion of the ultimate net
cost of losses and loss adjustment expenses incurred, including losses incurred
but not reported.
(h) Collateral Held
Collateral held represents cash and investments retained by the Company for
surety bonds issued by the Company to cover costs of claims or unpaid premiums.
The carrying amount of collateral held approximates its fair value because of
the short maturity of these instruments.
(i) Reinsurance
In the normal course of business, the Company assumes and cedes reinsurance with
other companies. Reinsurance ceded primarily represents excess of loss
reinsurance with companies with "A" ratings from the insurance rating
organization, A.M. Best Company, Inc. Reinsurance ceded also includes a
facultative reinsurance treaty which is applicable to excess policies written
over a primary policy issued by the Company for specific projects. Reinsurance
is ceded to limit losses from large exposures and to permit recovery of a
portion of direct losses; however, such a transfer does not relieve the
originating insurer of its liability.
Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured business. The Company
evaluates and monitors the financial condition of reinsurers under reinsurance
arrangements to minimize its exposure to significant losses from reinsurer
insolvencies.
Effective November 1, 2002 through April 30, 2004, the Company cedes 80% of its
exposure in excess of $1,000,000 up to $5,000,000 on a per principal/insured
basis. Prior to October 31, 2002, reinsurance was applicable on a per
principal/insured basis for 100% of the losses in excess of $1,000,000 up to
$8,000,000. From May 1, 2000 to April 30, 2002, the Company also reinsured
surety losses on a per principal basis for losses in excess of $8,000,000 up to
$13,000,000.
36
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reinsurance recoverables include ceded reserves for losses and loss adjustment
expenses. Ceded unearned premiums of $621,805 and $690,902 at December 31, 2003
and 2002, respectively, are included in other assets. All reinsurance contracts
maintained by the Company qualify as short-duration prospective contracts. A
summary of reinsurance premiums written and earned is provided below:
Premiums Written Premiums Earned
--------------------------------------- --------------------------------------
2003 2002 2001 2003 2002 2001
----------- --------- --------- ----------- --------- ---------
Direct $15,623,105 9,104,072 8,350,916 $13,942,316 8,576,573 9,639,764
Assumed 11,485 1,387 47,491 4,745 26,965 32,795
Ceded (1,597,325) (1,119,464) (1,766,087) (1,676,147) (1,031,813) (2,091,283)
----------- ---------- ---------- ----------- ---------- ----------
Totals $14,037,265 7,985,995 6,632,320 $12,270,916 7,571,725 7,581,276
=========== ========== ========== =========== ========== ==========
Ceded incurred losses and loss adjustment expenses totaled $682,155, $6,549,843
and $148,557 for the years ended December 31, 2003, 2002 and 2001, respectively.
(j) Derivative Financial Instruments
The Company uses interest rate swaps as a means of hedging exposure to interest
rate on its long-term debt. The Company does not hold or issue derivative
instruments for trading purposes. The Company recognizes all derivatives as
either assets or liabilities in the consolidated balance sheet and measure those
instruments at fair value. Where applicable, hedge accounting is used to account
for derivatives. To qualify for hedge accounting, the changes in value of the
derivative must be expected to substantially offset the changes in value of the
hedged item. Hedges are monitored to ensure that there is a high correlation
between the derivative instruments and the hedged investment. Derivatives that
do not qualify for hedge accounting, if any, would be marked to market with the
changes in fair value reflected in the consolidated statement of earnings.
(k) Revenue Recognition
Revenue on construction contracts is recorded using the percentage of completion
method. Under this method revenues with respect to individual contracts are
recognized in the proportion that costs incurred to date relate to total
estimated costs. Revenues and cost estimates are subject to revision during the
terms of the contracts, and any required adjustments are made in the periods in
which the revisions become known. Provisions are made, where applicable, for the
entire amount of anticipated future losses on contracts in progress.
Construction claims are recorded as revenue at the time of settlement and profit
incentives and change orders are included in revenues when their realization is
reasonably assured. Selling, general and administrative expenses are not
allocated to contracts.
Insurance premiums are recognized over the coverage period. Unearned premiums
represent the portion of premiums written that is applicable to the unexpired
terms of policies in force, calculated on a prorata basis.
(l) Income Taxes
The provision for taxes comprises two components, current income taxes and
deferred income taxes. Deferred income taxes arise from changes during the year
in cumulative temporary differences between the tax basis and book basis of
assets and liabilities.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(m) Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from reported
results using those estimates.
37
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(n) Comprehensive Income
The following table summarizes reclassification adjustments for other
comprehensive income and the related tax effects for the years ended December
31, 2003, 2002 and 2000:
2003 2002 2001
----------- ------- -------
Unrealized gains on investments:
Unrealized holding gain (loss) arising during period,
net of income tax expense $ (54,497) 578,300 831,863
Less reclassification adjustment for gains included in net earnings,
net of income tax expense of $122,924, $8,830 and
$127,262 for 2003, 2002 and 2001, respectively. 238,618 17,141 247,039
Unrealized gain (loss) on derivatives qualifying as hedges 73,097 (117,142) ---
----------- ------- -------
Other comprehensive income (loss) $ (220,018) 444,017 584,824
=========== ======= =======
(o) Accounting Changes
Goodwill and Other Intangible Assets
In July 2001, the Financial Accounting Standards Board (FASB) issued FAS 142,
"Goodwill and Other Intangible Assets". 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 FAS 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 FAS 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 is required to test the intangible asset for impairment
in accordance with the provisions of FAS No. 142. Impairment is measured as the
excess of carrying value over the fair value of an intangible asset with an
indefinite life.
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 FAS No. 142. The
Company stopped amortizing intangibles on January 1, 2002. Net earnings and
earnings per share adjusted to exclude intangible amortization for the year
ended December 31, 2001 are as follows:
2001
----------
Net earnings $1,706,588
Intangible amortization 321,707
----------
Adjusted net earnings $2,028,295
==========
Basic earnings per share:
Reported earnings per share $ .70
Intangible amortization .13
----------
Adjusted basic earnings per share $ .83
==========
Diluted earnings per share:
Reported earnings per share $ .68
Intangible amortization .13
----------
Adjusted diluted earnings per share $ .81
==========
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.
Accounting for Stock-Based Compensation-Disclosure
In December, 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 "Accounting for Stock-Based Compensation-Transition and Disclosure" (FAS
148), an amendment to FASB Statement No. 123 "Accounting for Stock-Based
Compensation" (FAS 123). It amends the disclosure provisions of FAS 123 to
require prominent annual disclosure about the effects on reported net earnings
of stock-based compensation in the Summary of Significant Accounting Policies
and also requires disclosure about these effects in interim financial
statements. These provisions are effective for financial statements for fiscal
years ending after December 15, 2002. Accordingly, the Company has adopted the
applicable disclosure requirements of this statement for year-end reporting.
38
The Company accounts for stock options under the recognition and measurement
principles of Accounting Principles Board Opinion No. 25 (APB 25), "Accounting
for Stock Issued to Employees", and related interpretations.
The stock options were awarded at an exercise price equal to the market value of
the underlying common stock on the date of the grant. Accordingly, there has
been no employee compensation cost recognized in earnings for the stock options.
FAS 123 provides an alternative to APB 25 whereby fair values may be ascribed to
options using a valuation model and amortized to compensation cost over the
vesting period of the options. The following tables illustrate the pro forma
effect on net income (loss) and earnings per share for each period indicated as
if the Company applied the fair value recognition provisions of FAS 123 to its
stock option program. See Note 15 for a description of the method and fair value
assumptions used in estimating the fair value of options.
The pro forma fair value of stock-based compensation in the Company's Class A
Shares for the year ended December 31, 2003, 2002 and 2001 is as follows:
2003 2002 2001
---------- --------- ---------
Net earnings as reported $1,613,994 3,156,893 1,706,588
Add: Stock-based employee compensation expense included in
reported net earnings, net of related tax effects --- --- ---
Deduct: Stock-based compensation expense determined under fair
value based method, net of related tax effects (90,495) (221,207) (134,915)
---------- --------- ---------
Net earnings, pro forma $1,523,499 2,935,686 1,571,673
========== ========= =========
Earnings per share
Basic and diluted - as reported $ .70/.69 1.33/$1.32 .70/.68
Basic and diluted - pro forma $ .66/.65 1.24/$1.22 .64/.63
The Meaning of Other-Than-Temporary Impairments
Effective December 31, 2003, the Company adopted FASB Emerging Issues Task Force
(EITF) Issue 03-01, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments (EITF 03-01). EITF 03-01 requires that
certain quantitative and qualitative disclosures be made for debt and marketable
equity securities classified as available for sale or held to maturity that are
impaired at the balance sheet date but for which an impairment has not been
recognized.
Hedging Instruments
In April 2003, the FASB issued Statement of Financial Standards No.149,
"Amendment of Statement 133 on Derivative Investments and Hedging Activities"
(FAS 149), which amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under FAS 133. FAS 149 amends FAS 133 for decisions made as
part of the Derivatives Implementation Group process that effectively required
amendment to FAS 133. FAS 149 also clarifies under what circumstances a contract
with an initial net investment and purchases and sales of when-issued securities
that do not yet exist meet the characteristics of a derivative. In addition, it
clarifies when a derivative contains a financing component that warrants special
reporting in the statement of cash flows. FAS 149 is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The adoption of FAS 149 did not have an impact
on the Company's results of operations, financial condition or liquidity.
(p) Accounting Standards Not Yet Adopted
Consolidation of Variable Interest Entities
In December 2003, the FASB issued Revised Interpretation No. 46R, "Consolidation
of Variable Interest Entities" (FIN 46R). FIN 46R clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46R separates entities into two groups: (1)
those for which voting interests are used to determine consolidation and (2)
those for which variable interests are used to determine consolidation. FIN 46R
clarifies how to identify a variable interest entity and how to determine when a
business enterprise should include the assets, liabilities, non-controlling
interests and results of activities of a variable interest entity in its
consolidated financial statements. FIN 46R is effective for public companies
that have VIEs or potential VIEs that are special-purpose entities for periods
ending after December 15, 2003. Application by public companies for all other
types of entities is required for periods ending after March 15, 2004.
The Company holds mortgage-backed and asset-backed securities which are
considered variable interest entities. The Company has assessed the impact that
the provisions of FIN 46R may have on the consolidated financial statements. The
provisions of the new standard is not expected to impact the Company.
(q) 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. 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 in 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.
39
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) INVESTMENTS
AMORTIZED ESTIMATED
INVESTMENTS AT DECEMBER 31, 2003 AND 2002 FOLLOWS: COST FAIR VALUE
------------- ----------
2003
Fixed maturities - available for sale:
Bonds:
States, municipalities and political subdivisions $ 550,017 546,750
United States government and government agencies 15,930,132 16,146,082
Mortgage-backed securities 28,777,239 28,949,766
Industrial and miscellaneous 7,799,709 7,712,614
------------- ----------
Total fixed maturities 53,057,097 53,355,212
Equity securities - common stocks:
Banks, trusts and insurance 265,559 261,605
Equity securities - redeemable preferred stocks:
Banks, trusts and insurance 2,100,000 2,180,960
Public utilities 500,000 533,400
Industrial and miscellaneous 6,375,000 6,545,950
Equity securities perpetual preferreds:
Industrial and miscellaneous 1,000,000 1,019,600
------------- ----------
Total equity securities 10,240,559 10,541,515
Short-term investments 760,872 760,872
------------- ----------
Total investments $ 64,058,528 64,657,599
============= ==========
2002
Fixed maturities - available for sale:
Bonds:
States, municipalities and political subdivisions $ 7,111,710 7,382,742
United States government and government agencies 14,077,949 14,554,348
Mortgage-backed securities 35,883,048 36,149,429
Industrial and miscellaneous 2,800,000 2,832,772
------------- ----------
Total fixed maturities 59,872,707 60,919,291
Equity securities - common stocks:
Banks, trusts and insurance 265,559 232,100
Equity securities - redeemable preferred stocks:
Banks, trusts and insurance 2,060,000 2,051,800
Industrial and miscellaneous 4,375,000 4,413,250
------------- ----------
Total equity securities 6,700,559 6,697,150
Short-term investments 2,132,966 2,132,966
------------- ----------
Total investments $ 68,706,232 69,749,407
============= ==========
Fair value estimates are made based on quoted market prices and information
about the financial instrument. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the Company's
entire holdings of a particular financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
On December 31, 2003, the Company's insurance subsidiaries had securities with
an aggregate fair value of approximately $10.5 million on deposit with various
state regulatory authorities.
40
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amortized cost and fair value of fixed maturities at December 31, 2003,
by effective maturity, follows:
2003
-------------------------------
Amortized Fair
Cost Value
------------ ----------
Due in one year or less $ 4,719,578 4,753,951
Due after one year through five years 12,010,263 12,301,295
Due after five years through ten years 3,550,017 3,492,900
Due after ten years 4,000,000 3,857,300
Mortgage-backed securities 28,777,239 28,949,766
------------ ----------
Total $ 53,057,097 53,355,212
============ ==========
Actual maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties.
The Company's portfolio is comprised primarily of fixed maturity securities
rated AA or better by Standard and Poor's and includes mostly U.S. Treasuries
and tax-free municipal securities
The Company makes investments in collateralized mortgage obligations (CMOs).
CMOs typically have high credit quality, offer good liquidity, and provide a
significant advantage in yield and total return compared to U.S. Treasury
securities. The Company's investment strategy is to purchase CMO tranches which
offer the most favorable return given the risks involved. One significant risk
evaluated is prepayment sensitivity. This drives the investment process to
generally favor prepayment protected CMO tranches including planned amortization
classes and last cash flow tranches. The Company does invest in other types of
CMO tranches if a careful assessment indicates a favorable risk/return tradeoff.
The Company does not purchase residual interests in CMOs.
At December 31, 2003 and 2002, the Company held CMOs classified as available for
sale with a fair value of $27,024,674 and $33,057,515, respectively.
Approximately 69% and 47% of the Company's CMO holdings are fully collateralized
by GNMA, FNMA or FHLMC securities at December 31, 2003 and 2002, respectively.
In addition, the Company held $1,925,092 and $3,091,914 of GNMA, FNMA, FHLMC or
FHA mortgage-backed pass-through securities classified as available for sale at
December 31, 2003 and 2002, respectively. Virtually all of these securities are
rated Aaa.
A summary of gross unrealized gains and losses at December 31, 2003 and 2002
follows:
2003 2002
------------------------ ---------------------
Gains Losses Gains Losses
--------- ------- --------- -------
States, municipalities and
Political subdivisions $ --- (3,267) 271,032 ---
United States government and
Government agencies 301,435 (85,485) 476,399 ---
Industrial and miscellaneous 25,075 (112,170) 32,772 ---
Mortgage-backed securities 313,052 (140,525) 403,739 (137,358)
--------- -------- --------- --------
Total 639,562 (341,447) 1,183,942 (137,358)
Equity securities 322,156 (21,200) 152,491 (155,900)
--------- -------- --------- --------
Total $ 961,718 (362,647) 1,336,433 (293,258)
========= ======== ========= ========
An investment in debt or equity security is impaired if its fair value falls
below its book value and the decline is considered to be other-than temporary.
Factors considered in determining whether a decline is other-than-temporary
include the length of time and the extent to which fair value has been below
cost, the financial condition and the near-term prospects of the issuer; and the
Company's ability and intent to hold the investment for a period of time
sufficient to allow for any anticipated recovery. Additionally, for certain
securitized financial assets with contractual cash flows (including asset backed
securities), EITF 99-20 requires the Company to periodically update its best
estimate of cash flows over the life of the security. If management determines
that the fair value of its securitized financial asset is less than its carrying
amount and there has been a decrease in the present value of the estimated cash
flows since the last revised estimate, considering both timing and amount, then
an other-than-temporary impairment charge is recognized. A debt security is
impaired if it is probable that the Company will not be able to collect all
amounts due under the security's contractual terms. Equity investments are
impaired when it becomes apparent that the Company will not recover its cost
over the expected holding period and consideration given to the financial
condition of the issue. Further, for securities expected to be sold, an
other-than-temporary impairment charge is recognized if the Company does not
expect the fair value of a security to recover the cost prior to the expected
date of sale.
The Company's process for reviewing invested assets for impairments during any
quarter includes the following:
- Identification and evaluation of investments which have possible
indications of impairment;
- Analysis of investments with gross unrealized investment losses that have
fair value less than 80% of amortized cost during successive quarterly
periods over a rolling one-year period;
- Management review of for other-than-temporary impairments based on the
investee's current financial condition, liquidity, near term recovery
prospects and other factors, as well as consideration of other investments
that were not recommended for other-than-temporary impairments;
41
- - Consideration of evidential matter, including an evaluation of factors or
triggers that would or could cause individual investments to qualify as
having other-than-temporary impairment and those that would not support
other-than-temporary impairments;
- - Determination of the status of each analyzed investment as
other-than-temporary or not.
The gross unrealized investment losses and related fair value for fixed
maturities and equity securities at December 31, 2003 were as follows:
Less than 12 months 12 months or longer Total
----------------------- ---------------------- ----------------------
Gross Gross Gross
Unrealized Unrealized Unrealized
Fair Value Loss Fair Value Loss Fair Value Loss
----------- ---------- ---------- ---------- ---------- ----------
Fixed maturities:
States, municipalities and political subdivisions $ 546,750 3,267 --- --- 546,750 3,267
United States government and government
agencies
2,433,355 85,485 --- --- 2,433,355 85,485
Mortgage-backed securities 8,116,905 131,842 1,451,831 8,683 9,568,736 140,525
Industrial and miscellaneous 4,887,830 112,170 --- --- 4,887,830 112,170
----------- ------- --------- ------ ---------- -------
Total fixed maturities 15,984,840 332,764 1,451,831 8,683 17,436,671 341,447
Equity securities - common stocks: 996,000 4,000 --- --- 996,000 4,000
Equity securities - redeemable preferred: --- --- 167,800 17,200 167,800 17,200
----------- ------- --------- ------ ---------- ------
Total equity 996,000 4,000 167,800 17,200 1,163,800 21,200
------- ------- --------- ------ ---------- ------
Total temporarily impaired securities $16,980,840 336,764 1,619,631 25,883 18,600,471 362,647
=========== ======= ========= ====== ========== =======
(3) INVESTMENT INCOME AND REALIZED CAPITAL GAINS AND LOSSES
A summary of net investment income for the years ended December 31, 2003, 2002
and 2001 follows:
2003 2002 2001
----------- --------- ---------
Tax-exempt interest $ 21,574 359,888 851,666
Taxable interest 2,185,283 2,885,223 3,050,142
Dividends on equity securities 477,177 319,825 156,067
Investment expenses (15,094) (11,371) (26,082)
----------- --------- ---------
Net investment income $ 2,668,940 3,553,565 4,031,793
=========== ========= =========
Realized capital gains (losses) for the years ended December 31, 2003, 2002 and
2001 follows:
2003 2002 2001
----------- ------ -------
Fixed maturities $ 225,366 20,511 302,378
Equity securities 136,176 5,460 71,923
----------- ------ -------
Net realized capital gains (losses) $ 361,542 25,971 374,301
=========== ====== =======
Proceeds from sales of fixed maturities classified as available for sale were
$42,957,167, $31,933,298 and $53,938,741 in 2003, 2002 and 2001, respectively.
Gross gains of $226,122, $36,482 and $314,351 and gross losses of $756, $15,971
and $11,973 were realized on fixed maturity sales for the years ended December
31, 2003, 2002 and 2001, respectively. Proceeds from sales of equity securities
were $5,711,774, $2,145,444 and $3,568,173 in 2003, 2002 and 2001, respectively.
Gross gains of $136,176, $11,490 and $71,923 were realized on the sale of equity
securities for the years ended December 31, 2003, 2002 and 2001, respectively,
and gross losses of $6,030 were realized on equity security sales for the year
ended December 31, 2002. There were no gross losses realized on equity security
sales for the year ended December 31, 2003 and 2001.
(4) RECEIVABLES
A summary of receivables at December 31, 2003 and 2002 follows:
2003 2002
---------- ---------
Insurance premiums due from agents $ 749,930 728,468
Receivables under construction contracts:
Amounts billed 949,697 970,478
Recoverable costs in excess of billings on uncompleted contracts 373,398 212,776
Billings in excess of costs on uncompleted contracts (257,079) (385,577)
Retainage, due on completion of contracts 660,920 1,365,122
---------- ---------
Total receivables under construction contracts 1,726,936 2,162,799
Other 48,711 33,922
---------- ---------
Total receivables 2,525,577 2,925,189
Less allowances for doubtful accounts (302,606) (345,143)
----------- ---------
Total receivables, net $2,222,971 2,580,046
========== =========
42
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The balances billed but not paid by customers pursuant to retainage provisions
in construction contracts will be due upon completion of the contracts and
acceptance by the owner. In management's opinion, the majority of contract
retainage is expected to be collected in 2004.
Recoverable costs in excess of billings on uncompleted contracts are comprised
principally of amounts of revenue recognized on contracts for which billings had
not been presented to the contract owners as of the balance sheet date. These
amounts will be billed in accordance with the contract terms.
(5) PROPERTY AND EQUIPMENT
A summary of property and equipment at December 31, 2003 and 2002 follows:
2003 2002
----------- -----------
Building $15,325,468 15,285,930
Land 800,000 800,000
Equipment and vehicles 1,508,179 1,402,061
Furniture and fixtures 862,599 864,039
----------- ----------
18,496,246 18,352,030
Less accumulated depreciation 7,300,883 6,628,890
----------- ----------
$11,195,363 11,723,140
=========== ==========
Useful lives for depreciation purposes are five years for equipment and
vehicles, fifteen years for furniture and fixtures and forty years for the
building. Depreciation expense in 2003, 2002 and 2001 was $711,507, $775,906 and
$772,519, respectively.
Future minimum rental income to be generated by leasing a portion of the
building under non-cancelable operating leases as of December 31, 2003 are
estimated to be $417,304 for 2004, $364,104 for 2005, $364,104 for 2006,
$364,104 for 2007 and $280,104 for 2008. Rental income earned in 2003, 2002 and
2001 was $496,820, $607,097 and $593,573, respectively.
43
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
The following table sets forth a reconciliation of beginning and ending reserves
for unpaid losses and loss adjustment expenses for the periods indicated on a
GAAP basis for the business of the Company.
2003 2002 2001
----------- ---------- ----------
Balance at January 1 $25,642,865 22,585,626 29,310,606
Less reinsurance recoverable 8,383,894 2,772,668 2,580,388
----------- ---------- ----------
Net balance at January 1 $17,258,971 19,812,958 26,730,218
Incurred related to:
Current year 4,283,000 4,363,000 4,144,000
Prior years 710,991 (291,601) (2,607,978)
----------- ---------- ----------
Total incurred 4,993,991 4,071,399 1,536,022
Payments related to:
Current year 40,000 625,000 1,723,000
Prior years 5,740,616 6,000,386 6,730,282
----------- ---------- ---------
Total payments 5,780,616 6,625,386 8,453,282
Net balance at December 31 16,472,346 17,258,971 19,812,958
Plus reinsurance recoverable 4,376,220 8,383,894 2,772,668
----------- ---------- ----------
Balance at December 31 $20,848,566 25,642,865 22,585,626
=========== ========== ==========
The decrease in net loss and loss adjustment expense reserves was primarily due
to payments on surety and general liability policies for prior years net of
subrogation and ceded recoveries partially offset by unfavorable development in
prior accident years. Loss and loss adjustment expenses incurred primarily
reflects two large losses of approximately $2.2 million in 2002. Also, the
favorable development observed previously in prior years reduced significantly
as the actual loss experience came in closer to the estimates. The increase in
reinsurance recoverable in 2002 from 2001 is primarily due to one liability
claim, which exceeded the limits retained by the Company and was partially paid
in 2003.
While management continually evaluates the potential for changes in loss
estimates, due to the uncertainty inherent in the liability and surety business,
the emergence of net favorable development may or may not occur. Management
believes that the reserves for losses and loss adjustment expense are adequate
to cover the unpaid portion of the ultimate net cost of losses and loss
adjustment expenses, including losses incurred but not reported.
The Company has no exposure to any asbestos or environmental claims associated
with general liability policies issued with the pre-1986 pollution exclusion.
Policies written with the exclusion are typically associated with mass tort
environmental and asbestos claims. The Company has never issued a policy with
the pre-1986 pollution exclusion. The Company's exposure to asbestos and
environmental liability claims is primarily limited to asbestos and
environmental liability insurance for contractors and consultants involved in
the remediation, removal, storage, treatment and/or disposal of environmental
and asbestos hazards.
(7) NOTES PAYABLE TO BANKS
At December 31, 2003, the Company has a $10,000,000 bank line of credit with two
financial institutions. The line of credit does not require the Company to
maintain a compensating balance. There were no outstanding borrowings under this
line of credit at December 31, 2003 and 2002. Under the terms of the line of
credit, interest on the outstanding balance is calculated based upon the London
Inter-Bank Offering Rate (LIBOR) plus 160 basis points in effect during the
borrowing period. The Company pays an annual commitment fee of .25% of the
unused portion of the bankline.
(8) LONG-TERM DEBT
A summary of long-term debt at December 31, 2003 and 2002 follows:
2003 2002
------------- ----------
Term Loan I due 2004 $ 250,000 1,250,000
Term Loan II due 2008 5,000,000 5,000,000
Term Loan III due 2009 9,277,778 9,944,444
Mortgage Note due 2009 4,579,515 5,317,477
----------- ----------
$ 19,107,293 21,511,921
============= ==========
44
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On November 22, 2002, the Company obtained a $10,000,000 term loan from two
financial institutions, which is payable in monthly installments of $55,556 with
a balloon payment of $5,388,888 due on November 22, 2009. The term loan has a
balance of $9,277,778 at December 31, 2003. The interest rate for this term loan
varies based on LIBOR plus 200 basis points in effect during the borrowing
period. In connection with this term loan, the Company also entered into an
interest rate swap that establishes a fixed interest rate for half of the loaned
amount at 6.08%. The loan agreement contains certain limitations on borrowing,
minimum statutory capital levels and requires maintenance of certain ratios. The
proceeds were used to prepay the balance of the Convertible Notes due 2022.
On December 17, 2001, the Company obtained a $5,000,000 term loan from a
financial institution, which is payable in quarterly installments of $250,000
which is to commence March 1, 2004. The term loan, due 2009 has a balance of
$5,000,000 at December 31, 2003. The interest rate varies based on LIBOR plus
190 basis points in effect during the borrowing period. The interest rate cannot
exceed 5.5%. The loan agreement contains certain limitations on borrowings,
minimum statutory capital levels and requires maintenance of certain ratios. The
proceeds were used to prepay $5,005,000 of the Convertible Notes due 2022.
On September 1, 1999, the Company obtained a $4,500,000 term loan from a
financial institution, which is payable in quarterly installments of $250,000
which commenced December 1, 1999. The term loan, due 2004 has a balance of
$250,000 at December 31, 2003. The interest rate is fixed at 7.25%. The loan
agreement contains certain limitations on borrowings, minimum statutory capital
levels and requires maintenance of certain ratios. The proceeds were used to
replace a $5,000,000, five year term loan obtained on December 9, 1998.
On December 23, 1998, the Company obtained a permanent mortgage loan from a
financial institution. The $7,800,000 mortgage note, with interest fixed at
6.95% is payable in monthly installments of principal and interest over 10
years. The mortgage note, due 2009, has a balance of $4,579,515 at December 31,
2003. The loan agreements contain certain limitations on borrowings, minimum
statutory capital levels and require maintenance of certain ratios.
Principal payments on long-term debt are $2,708,396, $2,515,208, $2,576,097,
$2,641,354 and $2,717,812 for the years 2004 through 2008, respectively.
Interest expense paid in 2003, 2002 and 2001 amounted to $1,068,514, $1,977,661
and $2,804,927, respectively.
The fair value at December 31, 2003 of the mortgage and the term loans
approximate carrying value.
(9) INCOME TAXES
The components of income tax expense (benefit) for the years ended December 31,
2003, 2002 and 2001 follows:
2003 2002 2001
-------- --------- -------
Current Taxes:
Federal $193,303 (226,658) 542,635
State 85,000 85,000 75,000
-------- --------- -------
278,303 (141,658) 617,635
-------- --------- -------
Deferred Taxes:
Federal 635,551 (2,389,776) 289,722
-------- --------- -------
Total $913,854 (2,531,434) 907,357
======== ========= =======
The effective income tax rate, as a percentage of earnings before income taxes
for the years ended December 31, 2003, 2002 and 2001 follows:
2003 2002 2001
---- ----- ----
Federal statutory tax rate 34.0% 34.0% 34.0%
State income tax 2.2 9.0 1.9
Effect of tax-exempt interest (.2) (15.5) (9.0)
Amortization of goodwill --- 8.9 4.2
Proceeds from life insurance proceeds --- (441.6) ---
Officers life insurance premiums .7 4.8 2.4
Other, net (.5) (4.3) 1.2
---- ----- ----
Effective income tax rate 36.2% (404.7%) 34.7%
==== ===== ====
45
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2003 and
2002 are presented below:
2003 2002
----------- ---------
Deferred Tax Assets:
Reserves for losses and loss adjustment expenses $ 797,449 865,873
Unearned premiums 390,024 269,912
Accounts receivable, principally due to allowance for doubtful accounts 102,886 117,349
State effect of temporary differences and net operating loss carryforward 1,006,614 1,396,707
Federal net operating loss carryforward 0 178,697
Alternative minimum tax credit carryforward 2,128,529 2,416,391
Other 5,450 126,996
----------- ----------
Total gross deferred tax assets 4,430,952 5,371,925
Less valuation allowance (1,006,614) (1,396,707)
----------- ----------
Net deferred tax assets $ 3,424,338 3,975,218
Deferred Tax Liabilities:
Plant and equipment $ 469,497 517,816
Deferred policy acquisition costs 557,370 432,027
Unrealized gains on investments 203,684 354,682
Other 38,759 31,111
----------- ----------
Total gross deferred tax liabilities 1,269,310 1,335,636
----------- ----------
Net deferred tax assets $ 2,155,028 2,639,582
=========== ==========
The alternative minimum tax credit carryforward as of December 31, 2003 is
$2,128,529 and has an indefinite life. In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that the
deferred tax assets will be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, tax planning
strategies and anticipated future taxable income in making this assessment and
believes it is more likely than not the Company will realize the benefits of its
deductible temporary differences, net of the valuation allowance, at December
31, 2003 and 2002.
The most significant component of the state gross deferred asset is the net
operating loss carryforward for the State of Connecticut which amounted to
$19,617,404 as of December 31, 2003. Of this amount, $12,166,096 expires in 2020
and 2023. In 2003 and 2002, a valuation allowance is provided to offset the
deferred tax asset related to the state deferred tax assets as management
believes it is more likely than not that these deferred tax assets are
unrealizable.
Taxes paid in 2003, 2002 and 2001 were $300,727, $180,392 and $626,625,
respectively.
(10) PENSION AND PROFIT SHARING PLANS
Effective January 1, 2000, the Company adopted the ACMAT 401(k) plan for the
benefit of non-union employees. The Company contributed $75,000 to the ACMAT
401(k) Plan in 2003, 2002 and 2001. Costs associated with operating the Plan are
borne by the Company and were insignificant for each of the years ended December
31, 2003, 2002 and 2001.
The Company participated in various multi-employer defined contribution plans
for its union employees. Upon withdrawal from these plans, the Company may be
liable for its share of the unfunded vested liabilities of the plans. Such
obligations, if any, of the Company are not determinable at December 31, 2003.
(11) DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses interest rate swaps as a means of hedging exposure to interest
rate risk on its long-term debt. To qualify as a hedge, the hedge relationship
must be designated and documented at inception and be highly effective in
accomplishing the objective of offsetting the changes in cash flows for the risk
being hedged. To the extent these derivatives are effective in offsetting the
variability of the hedged cash flows, changes in the derivatives' fair value are
not be included in current earnings but are reported in accumulated other
comprehensive income ("AOCI"). For the years ended December 31, 2003 and 2002,
the amounts included in AOCI for these changes were losses of $73,097 and
$117,142, respectively, and would be included in the earnings of future periods
when those earnings are also affected by the variability of the hedged cash
flows.
During the year ending December 31, 2004, the amount of losses the Company
expects to reclassify from AOCI into interest expense for its cash flow hedges
is not significant. To the extent these hedges are not effective, changes in
their fair value would be immediately included in earnings.
46
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) STOCKHOLDERS' EQUITY
The Company has two classes of common stock; the Common Stock and the Class A
Stock, each without par value. The rights of the Common Stock and the Class A
Stock are identical, except with respect to voting rights. Holders of the Class
A Stock are entitled to one-tenth vote per share in relation to the Common
Stock, holders of which are entitled to one vote per share.
During 2003 and 2002, ACMAT repurchased, in open market and privately negotiated
transactions, 4,000 and 4,234, respectively, shares of its Common Stock at an
average price of $10.93 and $19.01 per share, respectively. The Company also
repurchased during 2003, 2002 and 2001, in open market and privately negotiated
transactions, 13,700, 78,114 and 234,235, respectively, shares of its Class A
Stock at an average price of $8.89, $8.88 and $7.80 per share, respectively.
The Board of Directors has periodically approved the grant of non-qualified
stock options to certain officers and directors giving such individuals the
right to purchase restricted shares of the Company's Common Stock and Class A
Stock. Transactions regarding these stock options are summarized below:
2003 2002 2001
---------- ----------- -----------
Options outstanding at December 31 384,500 384,500 333,500
Weighted average price per share of
options outstanding $ 8.50 $ 8.50 $ 8.30
Expiration dates 9/04-6/12 9/04-6/12 9/04-12/10
Options exercisable at December 31 272,500 276,500 333,500
Options granted --- 174,500 ---
Options exercised or surrendered --- 123,500 4,000
Price ranges of options exercised or surrendered --- $ 7.25 $ 6.00
The exercise price of each option equals the market price of the Company's stock
on the date of grant and the option's term is ten years. On June 20, 2002 the
Board of Directors granted 174,500 options to certain directors and officers
which generally vest over a ten-year period for employees. The Board of
Directors granted 70,000 options to certain directors and officers on December
16, 2000 which vested on June 14, 2001.
Under applicable insurance regulations, ACMAT's insurance subsidiaries are
restricted as to the amount of dividends they may pay, without the prior
approval of any insurance department and are limited to approximately $3,920,000
in 2004.
The Company's insurance subsidiaries, United Coastal Insurance and ACSTAR, are
domiciled in Arizona and Illinois, respectively. The statutory financial
statements of United Coastal Insurance and ACSTAR are prepared in accordance
with accounting practices prescribed by the Arizona Department of Insurance and
the Illinois Department of Insurance, respectively. Prescribed statutory
accounting practices include a variety of publications of the National
Association of Insurance Commissioners (NAIC), as well as the state laws,
regulations, and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed of which the
Company has none.
In accordance with statutory accounting practices, ACMAT's insurance
subsidiaries' statutory capital and surplus was $47,863,948 and $48,423,319 at
December 31, 2003 and 2002, respectively, and their statutory net income for the
years ended December 31, 2003, 2002 and 2001 was $2,845,372, $1,988,493 and
$6,048,222, respectively. The primary differences between amounts reported in
accordance with GAAP and amounts reported in accordance with statutory
accounting practices are carrying value of fixed maturity investments; assets
not admitted for statutory purposes such as agents balances over 90 days,
furniture and fixtures and certain notes receivable; and deferred acquisition
costs recognized for GAAP only.
47
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) 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 years ended
December 31, 2003, 2002 and 2001:
Average
Shares Per-Share
Earnings Outstanding Amount
---------- ----------- ---------
2003:
Basic EPS:
Earnings available to stockholders $1,613,994 2,299,557 $ .70
Effect of Dilutive Securities:
Stock options --- 36,441
---------- ---------
Diluted EPS:
Earnings available to stockholders $1,613,994 2,335,998 $ .69
========== ========= =====
2002:
Basic EPS:
Earnings available to stockholders $3,156,893 2,365,344 $1.33
Effect of Dilutive Securities:
Stock options --- 32,653
---------- ---------
Diluted EPS:
Earnings available to stockholders
$3,156,893 2,397,997 $1.32
========== ========= =====
2001:
Basic EPS:
Earnings available to stockholders $1,706,588 2,438,996 $ .70
Effect of Dilutive Securities: --- 55,094
---------- ---------
Stock options
Diluted EPS:
Earnings available to stockholders $1,706,588 2,494,090 $ .68
========== ========= =====
(14) STOCK OPTION FAIR VALUE INFORMATION
The fair value effect of stock options reported in Note 1, Stock-Based
Compensation, is derived by application of a variation of the Black-Scholes
option pricing model. No options were granted in 2003 and 2001.
The significant assumptions used during the year in estimating the fair value on
the date of the grant for original options and reload options granted in 2002
were as follows:
2002
----
Expected life of stock options, in years 9
Expected volatility of ACMAT stock 44%
Risk-free interest rate 4.0
Expected annual dividend yield ---
Expected annual forfeiture rate ---
(15) COMMITMENTS AND CONTINGENCIES
The Company is a party to legal actions arising in the ordinary course of its
business. In management's opinion, the Company has adequate legal defenses
respecting those actions where the Company is a defendant, has appropriate
insurance reserves recorded, and does not believe that their settlement will
materially affect the Company's operations or financial position.
Many construction projects in which the Company has been engaged have included
asbestos exposures which the Company believes to involve a particularly high
degree of risk because of the hazardous nature of asbestos. The Company believes
it has reduced the risks associated with asbestos through proper training of its
employees and by maintaining general liability and workers' compensation
insurance. From 1986 to 1996, the Company obtained its general liability
insurance from its insurance subsidiaries. Since 1996, the Company obtained its
general liability insurance from unaffiliated insurance companies. Since 1989,
the Company has obtained its surety bonds from its insurance subsidiary.
The Company has, together with many other defendants, been named as a defendant
in actions by injured or deceased individuals or their representatives based on
product liability claims relating to materials containing asbestos. No specific
claims for monetary damages are asserted in these actions. Although it is early
in the litigation process, the Company does not believe that its exposure in
connection with these cases is significant.
48
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(16) 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.
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.
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.
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 is summarized as follows:
2003 2002 2001
-------------- ----------- -----------
Revenues:
ACSTAR Bonding $ 7,867,344 5,360,871 5,487,683
United Coastal Liability Insurance 7,121,635 5,458,373 6,363,392
ACMAT Contracting 6,643,777 19,658,401 17,540,369
-------------- ----------- -----------
$ 21,632,756 30,477,645 29,391,444
============== =========== ===========
Operating Earnings (Loss):
ACSTAR Bonding $ 2,631,790 1,217,718 2,098,548
United Coastal Liability Insurance 1,414,416 677,349 2,810,000
ACMAT Contracting (458,384) (2,690,427) 912,376
-------------- ----------- -----------
$ 3,587,822 (795,360) 5,820,924
============== =========== ===========
Depreciation and Amortization:
ACSTAR Bonding $ 604,048 378,906 578,967
United Coastal Liability Insurance 307,970 203,506 299,353
ACMAT Contracting 484,698 484,479 656,737
-------------- ----------- -----------
$ 1,396,716 1,066,891 1,535,057
============== =========== ===========
Identifiable Assets:
ACSTAR Bonding $ 73,704,644 56,407,938 48,282,555
United Coastal Liability Insurance 41,015,316 46,443,389 42,801,086
ACMAT Contracting 17,709,807 19,113,436 18,379,815
-------------- ----------- -----------
$ 132,429,857 121,964,763 109,463,456
============== =========== ===========
Capital Expenditures:
ACSTAR Bonding $ 66,194 82,134 55,596
United Coastal Liability Insurance 43,191 53,296 105,678
ACMAT Contracting 74,345 89,960 260,109
-------------- ----------- -----------
$ 183,730 225,390 421,383
============== =========== ===========
49
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of revenue for each segment are as follows:
2003 2002 2001
----------- ---------- ----------
ACSTAR Bonding:
Premiums $ 6,578,324 4,001,183 3,808,737
Investment income, net 1,177,091 1,451,169 1,560,080
Capital gains 272,565 5,737 191,670
Other income (expense) (160,636) (97,218) (72,804)
----------- ---------- ----------
$ 7,867,344 5,360,871 5,487,683
=========== ========== ==========
United Coastal Liability Insurance:
Premiums 5,692,592 3,570,542 3,772,539
Investment income, net 1,271,612 1,845,179 2,385,377
Capital gains 88,977 20,234 182,631
Other income 68,454 22,418 22,845
----------- ---------- ----------
$ 7,121,635 5,458,373 6,363,392
=========== ========== ==========
ACMAT Contracting:
Contract revenues $ 2,982,197 16,289,326 14,074,878
Investment income, net 10,388 91,811 44,707
Inter-segment revenue:
Rental income 768,146 1,286,000 1,277,794
Underwriting services and agency commissions 1,905,811 1,131,857 1,192,472
Other income 977,235 859,407 950,518
----------- ---------- ----------
$ 6,643,777 19,658,401 17,540,369
=========== ========== ==========
The following is a reconciliation of segment totals for revenue and operating
income to corresponding amounts in the Company's statement of earnings:
2003 2002 2001
----------- ------------ ----------
Revenue:
Total revenue for reportable segments $21,632,756 30,477,645 29,391,444
Life insurance proceeds, net --- 3,348,903 ---
Inter-segment eliminations (2,464,108) (2,252,451) (2,428,637)
----------- ------------ ----------
$19,168,648 31,574,097 26,962,807
=========== ============ ==========
Operating Earnings:
Total operating earnings for reportable segments $ 3,587,822 (795,360) 5,820,924
Interest expense (1,059,974) (1,928,084) (2,723,052)
Life insurance proceeds, net --- 3,348,903 ---
Intersegment interest expense --- --- (128,188)
Other operating expenses --- --- (355,739)
----------- ------------ ----------
$ 2,527,848 $ 625,459 2,613,945
=========== ============ ==========
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.
50
ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(17) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
A summary of the unaudited quarterly results of operations for 2003 and 2002
follows:
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------- ---------- ------------ -----------
2003
Revenue $ 4,005,193 4,352,178 5,103,958 5,707,319
----------- ---------- --------- ---------
Net Earnings $ 377,587 504,590 631,629 100,188
----------- ---------- --------- ---------
Basic Earnings Per Share $ .16 .22 .28 .04
----------- ---------- --------- ---------
Diluted Earnings Per Share $ .16 .22 .27 .04
----------- ---------- --------- ---------
2002
Revenue $11,061,136 9,870,189 6,861,143 3,781,629
----------- ---------- --------- ---------
Net Earnings $ 737,309 806,163 868,596 744,825
----------- ---------- --------- ---------
Basic Earnings Per Share $ .31 .34 .37 .32
----------- ---------- --------- ---------
Diluted Earnings Per Share $ .30 .33 .36 .32
----------- ---------- --------- ---------
Annual earnings per share for 2002 does not equate to the sum of the quarters
due to the timing of stock repurchases.
51
Schedule I
ACMAT CORPORATION AND SUBSIDIARIES
Condensed Financial Information of Registrant (Parent Company Only)
As of December 31, 2003 and 2002 and for the
years ended December 31, 2003, 2002 and 2001
The following presents the condensed financial position of ACMAT Corporation
(parent company only) as of December 31, 2003 and 2002 and its condensed
statements of earnings and cash flows for the years ended December 31, 2003,
2002 and 2001.
BALANCE SHEETS
2003 2002
------------ ----------
Assets
Current assets:
Cash $ 2,604,576 2,582,926
Receivables 1,520,252 1,941,326
Other current assets 273,624 614,122
------------ ----------
Total current assets 4,398,452 5,138,374
Property and equipment, net 10,966,037 11,376,390
Investments in and advance from subsidiaries 45,280,522 45,854,775
Other assets 2,277,084 2,588,236
------------ ----------
$ 62,922,095 64,957,775
============ ==========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 2,708,396 2,405,388
Other current liabilities 1,732,624 2,592,146
------------ ----------
Total current liabilities 4,441,020 4,997,534
Long-term debt 16,398,897 19,106,533
------------ ----------
Total liabilities 20,839,917 24,104,067
Commitments and contingencies
Stockholders' equity 42,082,178 40,853,708
------------ ----------
$ 62,922,095 64,957,775
============ ==========
See Notes to Condensed Financial Statements.
52
Schedule I, continued
ACMAT CORPORATION AND SUBSIDIARIES
Condensed Financial Information of Registrant (Parent Company Only), Continued
STATEMENT OF EARNINGS
2003 2002 2001
------------ ----------- -----------
Contract revenues $ 2,982,197 $16,289,326 $14,074,878
Cost of contract revenues 2,898,517 18,339,534 13,183,057
------------ ----------- -----------
Gross profit (loss) 83,680 (2,050,208) 891,821
Selling, general and administrative expenses 4,073,311 3,876,648 3,674,476
------------ ----------- -----------
Operating loss (3,989,631) (5,926,856) (2,782,655)
Interest expense (1,059,974) (1,928,084) (2,851,240)
Interest income 9,661 91,811 44,707
Underwriting fees 1,459,697 883,644 836,694
Life insurance proceeds, net --- 3,348,903 ---
Other income 1,745,381 2,145,407 2,228,312
------------ ----------- -----------
Loss before income taxes and equity in net
earnings of subsidiaries (1,834,866) (1,385,175) (2,524,182)
Income tax benefit (590,000) (3,129,748) (695,000)
------------ ----------- -----------
Earnings (loss) before equity in net earnings of subsidiaries (1,244,866) 1,744,573 (1,829,182)
Equity in net earnings of subsidiaries 2,858,860 1,412,320 3,535,770
------------ ----------- -----------
Net earnings $ 1,613,994 $ 3,156,893 $ 1,706,588
============ =========== ===========
See Notes to Condensed Financial Statements.
53
Schedule I, Continued
ACMAT CORPORATION AND SUBSIDIARIES
Condensed Financial Information of Registrant (Parent Company Only), Continued
STATEMENTS OF CASH FLOWS
2003 2002 2001
------------ ----------- ----------
Cash flows from operating activities:
Net earnings $ 1,613,994 3,156,893 1,706,588
Depreciation and amortization 484,698 484,479 656,737
Equity in undistributed earnings of subsidiaries (2,858,860) (1,412,320) (3,535,770)
(Increase) decrease in accounts receivable 421,074 2,111,933 (1,301,962)
(Increase) decrease in other assets 724,745 (208,466) (528,767)
Increase (decrease) in other liabilities (859,522) (1,776,455) 448,840
------------ ----------- ---------
Net cash provided by (used for) operating activities (473,871) 2,356,064 (2,554,334)
------------ ----------- ---------
Cash flows from investing activities:
Capital expenditures (74,345) (89,960) (260,109)
Decrease in investment in subsidiaries 3,140,000 3,640,000 7,140,000
------------ ----------- ---------
Net cash provided by investing activities 3,065,655 3,550,040 6,879,891
------------ ----------- ---------
Cash flows from financing activities:
Repayment of long-term debt (2,404,628) (13,038,440) (8,146,226)
Issuance of long-term debt --- 10,000,000 5,000,000
Issuance of Class A stock --- 54,375 24,000
Payments for acquisition and retirement of stock (165,506) (773,753) (1,826,902)
------------ ----------- ---------
Net cash used for financing activities (2,570,134) (3,757,818) (4,949,128)
------------ ----------- ---------
Net change in cash 21,650 2,148,286 (623,571)
Cash, beginning of year 2,582,926 434,640 1,058,211
------------ ----------- ---------
Cash, end of year $ 2,604,576 2,582,926 434,640
============ =========== =========
See Notes to Condensed Financial Statements.
54
Schedule I, Continued
ACMAT CORPORATION AND SUBSIDIARIES
Condensed Financial Information (Parent Company Only)
Notes to Condensed Financial Statements
The accompanying condensed financial statements should be read in conjunction
with the Consolidated Financial Statements and Notes thereto in the Company's
2003 Annual Report.
(1) SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes received from subsidiaries during the years ended December
31, 2003, 2002 and 2001 were $1,226,055, $694,197, and $516,173,
respectively. Interest paid during the years ended December 31, 2003,
2002 and 2001 was $1,068,514, $1,977,661 and $2,933,115, respectively.
Interest paid in 2001 included $128,188, paid to subsidiaries for
intercompany loans.
(2) LONG-TERM DEBT
A summary of long-term debt at December 31, 2003 and 2002 follows:
2003 2002
------------ ----------
Term Loan I due 2004 $ 250,000 1,250,000
Term Loan II due 2008 5,000,000 5,000,000
Term Loan III due 2009 9,277,778 9,944,444
Mortgage Note due 2009 4,579,515 5,317,477
------------ ----------
$ 19,107,293 21,511,921
Less current portion of
long-term debt (2,708,396) (2,405,388)
------------ ----------
$ 16,398,897 19,106,533
============ ==========
See Note 8 to the Consolidated Financial Statements in the Annual
Report for a description of the long-term debt and aggregate maturities
for 2004 to 2008 and thereafter.
(3) INCOME TAXES
See Note 9 to the Consolidated Financial Statements in the Annual
Report for a description of income taxes.
(4) DERIVATIVE FINANCIAL INSTRUMENTS
See Note 11 to the Consolidated Financial Statements in the Annual
Report for a description of the derivative financial instruments.
(5) COMMITMENTS AND CONTINGENCIES
See Note 15 to the Consolidated Financial Statements in the Annual
Report for a description of the commitments and contingencies.
55
SCHEDULE II
ACMAT CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts and Reserves
Years ended December 31, 2003, 2002 and 2001
Balance Additions
at charged Balance
beginning to costs at
of and End of
Description period expenses Deductions (a) Period
----------- --------- -------- -------------- --------
Allowance for
doubtful accounts:
2003 $ 345,143 120,000 162,537 $302,606
========= ======= ======= ========
2002 $ 82,355 250,000 (12,788) $345,143
========= ======= ======= ========
2001 $ 147,346 (69,312) (4,321) $ 82,355
========= ======= ======= ========
(a) Deductions represent accounts written off.
56
ACMAT CORPORATION AND SUBSIDIARIES Schedule V
Supplemental Information concerning property-casualty insurance operations
As of and for the years ended December 31, 2003, 2002 and 2001
Discount Ded.
Reserves for from Unpaid
Deferred Unpaid Losses Losses
Affiliation Policy and Loss and Loss Net
With Acquisition Adjustment Adjustment Unearned Earned Investment
Registrant Costs Expenses Expenses Premiums Premiums Income
- ---------- ----------- ------------- ------------- --------- --------- ----------
United Coastal Liability Insurance:
2003 $ 747,818 15,245,560 -- 2,968,267 5,692,592 1,271,612
=========== =========== === ========= ========= =========
2002 $ 567,765 20,239,315 -- 2,374,149 3,570,542 1,845,179
=========== =========== === ========= ========= =========
2001 $ 531,015 16,463,542 -- 2,368,912 3,772,539 2,385,377
=========== =========== === ========= ========= =========
ACSTAR Bonding:
2003 $ 891,507 7,672,033 -- 3,675,463 6,578,324 1,177,091
=========== =========== === ========= ========= =========
2002 $ 702,904 7,849,100 -- 2,626,022 4,001,183 1,451,169
=========== =========== === ========= ========= =========
2001 $ 634,541 9,309,961 -- 1,906,026 3,808,737 1,560,080
=========== =========== === ========= ========= =========
Amortization Paid
Losses & Loss Adjustment of Deferred Losses
Affiliation Expenses Incurred Policy and Loss
With Related To Acquisition Adjustment Premiums
Registrant Current Year Prior Years Costs Expenses Written
- ---------- ------------ ----------- ------------ ---------- ---------
United Coastal Liability Insurance:
2003 2,706,000 321,036 1,555,151 3,917,353 6,441,764
=========== ========== ========== ========= =========
2002 2,702,000 69,162 994,920 5,017,359 3,659,805
=========== ========== ========== ========= =========
2001 1,024,000 107,762 1,286,409 5,665,869 3,133,460
=========== ========== ========== ========= =========
ACSTAR Bonding:
2003 1,577,000 389,955 2,136,115 1,863,263 7,595,501
=========== ========== ========== ========= =========
2002 1,661,000 (360,763) 1,564,398 1,608,027 4,326,190
=========== ========== ========== ========= =========
2001 1,397,000 (992,740) 1,601,377 2,787,413 3,498,860
=========== ========== ========== ========= =========
57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE: None
ITEM 9A. CONTROLS AND PROCEDURES
Company management, with the participation of the Company's chief executive
officer and chief financial officer, evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) as of December 31, 2003. Based on
this evaluation, the Company's chief executive officer and chief financial
officer concluded that, as of December 31, 2003, the Company's disclosure
controls and procedures were (1) designed to ensure that material information
relating to the Company, including its consolidated subsidiaries, is made known
to our chief executive officer and chief financial officer by others within
those entities, particularly during the period in which this report was being
prepared, and (2) effective, in that they provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission.
No changes in the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) have occurred
during the fiscal quarter ended December 31, 2003 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table shows for each director (a) his or her age, (b) the year in
which the director first served as a director of the Company, (c) position with
the Company and business experience during the past five years, including
principal occupation, (d) his or her committee assignments, and (e) his or her
other directorships. Each director is elected for a term of one year and until
his or her successor shall be elected.
DIRECTOR POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE
NAME AGE SINCE DURING LAST FIVE YEARS, INCLUDING OCCUPATION
HENRY W. NOZKO, JR. (1) 57 1971 President, Chief Executive Officer, Treasurer,
Director and Chairman of the Board of the Company.
President, Chief Executive Officer and Treasurer of
United Coastal Insurance Company. President and
Treasurer of ACSTAR Holdings, Inc. and ACSTAR
Insurance Company. Member, Boards of Directors of
United Coastal Insurance Company, ACSTAR Holdings,
Inc., ACSTAR Insurance Company.
VICTORIA C. NOZKO (1) 85 1982 Housewife during past five years.
JOHN C. CREASY 84 1987 Retired Chief Executive Officer of Danbury Hospital,
Member, Board of United Coastal Insurance Company.
Member of the Compensation Committee and Audit
Committee.
ARTHUR R. MOORE 70 1999 Former General President of Sheet Metal Workers'
International Association. Member of the Audit
Committee.
HENRY W. NOZKO III (1) 26 2002 Construction Manager of the Company and an
Underwriting Manager of ACSTAR and United Coastal
Insurance Companies. Member, Board of United Coastal
Insurance Company.
ANDREW W. SULLIVAN, JR. 61 2003 Retired Partner of KPMG LLP. Director and Finance
Committee Chairman of Connecticut Resources Recovery
Authority since June 2002. Trustee and Investment
Committee Chairman of Mark Twain House since November
1997. Chairman of the Audit Committee.
(1) Mrs. Victoria C. Nozko is the mother of Mr. Henry W. Nozko, Jr. Mr. Henry W.
Nozko III is the son of Mr. Henry W. Nozko, Jr. and the grandson of Mrs.
Victoria C. Nozko.
58
Executive Officers of the Registrant:
The following are the Company's Executive Officers, their age, and offices held.
Officers are appointed to serve until the meeting of the Board of Directors
following the next Annual Meeting of Stockholders and until their successors
have been elected.
NAME AGE OFFICES HELD
---- --- ------------
Henry W. Nozko, Jr. 57 President, Chief Executive
Officer, Treasurer, Director
and Chairman of the Board
since January 2002. Executive
Vice President since 1982.
Treasurer since 1973. Director
since 1971, and Chief
Operating Officer since 1985.
Robert H. Frazer 57 Vice President since 1982.
Secretary since 1992. General
Counsel since 1977.
Michael P. Cifone 45 Senior Vice President and
Chief Financial Officer since
March 2002. Vice
President-Finance since 1990.
Corporate Controller since
1989.
Certain information required by this Item 10 is set forth in the proxy statement
under the headings "Directors and Nominees for Director", Board and Committee
Meetings" and "Section 16(a) Beneficial Ownership Reporting Compliance", which
information is incorporated herein by reference.
The Company does not currently have a "code of ethics" as defined under the
Item 406 of Regulation S-K adopted by the SEC. The Company intends to adopt in
the near future a code of business conduct and ethics applicable to all of its
directors, officers and employees that satisfies the requirements of a "code of
ethics" under SEC rules and also satisfies the requirements of Nasdaq
Marketplace Rule 4350(n). To the extent permitted by applicable rules of the SEC
and the Nasdaq Stock Market, Inc., we intend to satisfy the disclosure
requirements under Item 10 of Form 8-K regarding an amendment to, or waiver
from, a provision of the code of business conduct and ethics with respect to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, by posting such
information on our website.
59
ITEM 11. EXECUTIVE COMPENSATION
Directors who are not employees of the Company are paid an annual fee of $6,000.
The Chairman of the Compensation Committee and the Audit Committee are also paid
an additional annual fee of $1,000. The Company does not have any employment
agreements with any employee.
The following table provides certain summary information regarding compensation
of the Company's Chief Executive Officer and each of the executive officers of
the Company for the periods indicated.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL OTHER
NAME AND PRINCIPAL ------------------- CLASS A STOCK COMPENSATION
POSITION YEAR SALARY BONUS (A) OTHER (B) OPTIONS (C)
Henry W. Nozko, Jr. 2003 $ 402,477 $ 330,000 $ --- --- $ 11,256
Chairman, President and Chief 2002 $ 371,925 $ 135,000 $ 365,233 65,500 $ 11,131
Executive Officer 2001 $ 337,833 $ --- $ --- --- $ 8,633
Michael P. Cifone 2003 $ 196,899 $ 290,000 $ --- --- $ 11,256
Senior Vice President and Chief 2002 $ 176,347 $ 135,000 $ --- 40,000 $ 11,131
Financial Officer 2001 $ 160,333 $ --- $ --- --- $ 8,633
Robert H. Frazer, Esq. 2003 $ 200,932 $ 160,000 $ --- --- $ 11,256
Vice President, Secretary and 2002 $ 151,314 $ 25,000 $ --- 20,000 $ 9,458
General Counsel 2001 $ 115,185 $ --- $ --- --- $ 4,987
(A) Represents a bonus earned in a reporting year and paid in the subsequent
year. Individual discretionary bonuses are paid to various officers and
employees.
(B) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than the lesser of $50,000 or 10% of the total salary
and bonus reported. Henry W. Nozko, Jr. was paid $365,233 for unused vacation
time which was payable only from the proceeds of the life insurance policies
owned by the Company on Henry W. Nozko, Sr.
(C) The amounts shown in this column represent contributions made by the Company
to the Company's 401(K) Plan. All nonunion employees employed on a full time or
part time salaried basis are eligible to participate on the first day of January
or July after twelve consecutive months of employment. The Company contributes
amounts, as determined by the Board of Directors, to be allocated among the
participants according to a formula based upon the employee's years of service
and compensation. A participant becomes vested at the rate of 20% per year
commencing after two years of service.
61
The following table provides information on options during 2003 by the named
Executive Officers and the value of their unexercised options at December 31,
2003.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR
END 2003 OPTION VALUES
Number of
Unexercised Value of Unexercised
Options at In-the-Money Options
Name 12/31/03 (1) at 12/31/03 (2)
---- ------------ ---------------
Exercisable/Unexercisable Exercisable/Unexercisable
Henry W. Nozko, Jr.
- ACMAT Class A Stock Options 76,500/40,000 $364,650/$144,000
- ACMAT Common Stock Options 50,000/- $50,000
Michael P. Cifone
- ACMAT Class A Stock Options 28,000/32,000 $135,800/$115,200
Robert H. Frazer
- ACMAT Class A Stock Options 39,000/16,000 $201,650/$57,600
(1) Represents the number of options held at year end.
(2) Represents the total gain that would have been realized if all options
for which the year-end stock price was greater than the exercise price
were exercised on the last day of the year.
62
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
As of March 1, 2004, no person was known to the Company to be the beneficial
owner of more than five percent of its outstanding shares of Common Stock or
Class A Stock except as set forth in the following table which also shows, as of
that date, the total number of shares of each class of stock of the Company
beneficially owned, and the percent of the outstanding class of stock so owned,
by each director, and by all directors and officers of the Company, as a group:
PERCENTAGE PERCENTAGE
CLASS NUMBER OF SHARES OF CLASS OF TOTAL
BENEFICIAL OWNER OF STOCK BENEFICIALLY OWNED (1) OUTSTANDING VOTING POWER (16)
---------------- -------- ---------------------- ----------- -----------------
Victoria C. Nozko Common 310,780 56.88% 43.85%
Class A 67,000(3) 3.77
Henry W. Nozko, Jr. Common 229,099(2)(4) 38.42 32.19
Class A 226,874(2)(5) 12.21
John C. Creasy Class A 26,500(6) 1.50 .37
Arthur R. Moore Class A 11,500(7) .66 .16
Henry W. Nozko III Common 9,100(9) 1.67 1.73
Class A 33,650(8) 1.91
Andrew W. Sullivan, Jr. Class A 100 .01 .00
Franklin Resources, Inc. Class A 392,800(10) 22.55 5.45
Third Avenue Management Class A 200,678(11) 11.52 2.79
First Manhattan Co. Class A 165,763(12) 9.52 2.30
Robotti & Company, Inc. Class A 129,040(13) 7.41 1.79
Vanguard Group, Inc. Class A 114,623(14) 6.58 1.59
All Directors and
Officers (7 persons)
As a Group Common 507,479(15) 91.33 71.48
Class A 162,740(15) 9.22
(1) The person listed has the sole power to vote the shares of Common Stock
and Class A Stock listed above as beneficially owned by such person and
has sole investment power with respect to such shares.
(2) Does not include 400 shares of Class A Stock and 9,100 shares of Common
Stock held by his wife, Gloria C. Nozko.
(3) Includes options to purchase 35,000 shares of Class A Stock.
(4) Includes options to purchase 50,000 shares of Common Stock.
(5) Includes options to purchase 116,500 shares of Class A Stock.
(6) Includes options to purchase 26,500 shares of Class A Stock.
(7) Includes option to purchase 11,500 shares of Class A Stock.
(8) Includes options to purchase 20,000 shares of Class A Stock.
(9) Does not include 1,000 shares of Common Stock held by his wife, Sage
Nozko.
(10) As reported in schedule 13G/A filed on February 9, 2004. Address of
Franklin Resources, Inc. is 777 Mariners Island Blvd.
San Mateo, CA 94404
(11) As reported in schedule 13G/A filed on January 9, 2004. Address of
Third Avenue Management LLC is 767 Third Avenue, New York,
NY 10017-2023.
(12) As reported in schedule 13G/A filed on February 12, 2004.Address of
First Manhattan Co. is 437 Madison Avenue, New York, NY 10022.
(13) As reported in schadule 13G/A filed on February 13, 2004. Address of
Robotti & Company, Inc. is 52 Vanderbilt Avenue, Suite 503, New York,
NY 10017.
(14) Address of Vanguard Group, Inc. is 100 Vanguard Blvd. Malvern, PA
19355.
(15) Excludes options to purchase shares of Common and Class A Stock.
(16) Based upon one vote for each share of Common Stock and one-tenth vote
for each share of Class A Stock.
Certain information required by this Item 12 is set forth in the proxy statement
under the heading "Equity Compensation Plan Information," which information is
incorporated herein by reference.
63
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
Other Relationships
During the year ended December 31, 2003, the Company paid to Dr. Arthur Cosmas
$155,700 in fees in connection with consulting services rendered by Dr. Cosmas
with respect to inspection and engineering services relating to ACMAT's
environmental activities. Dr. Cosmas is the son-in-law of Victoria C. Nozko, the
brother-in-law of Henry W. Nozko, Jr. and uncle of Henry W. Nozko III.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is set forth in the proxy statement
under the heading "Disclosure of Audit Fees" in the section entitled
"Appointment of Auditors," which information is incorporated herein by
reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements
Included in Part II of this Report:
Independent Auditors' Report
Consolidated Statements of Earnings for the years ended
December 31, 2003, 2002 and 2001 Consolidated Balance Sheets
as of December 31, 2003 and 2002 Consolidated Statements of
Stockholders' Equity for the years ended December 31, 2003,
2002 and 2001 Consolidated Statements of Cash Flows for the
years ended December 31, 2003, 2002 and 2001 Notes to
Consolidated Financial Statements - December 31, 2003, 2002
and 2001
64
2. Financial Statement Schedules
Consolidated Schedules included in Part II of this
Report-Years ended December 31, 2003, 2002 and 2001:
I - Condensed Financial Information of Registrant
II - Valuation and Qualifying Accounts and Reserves
V - Supplemental Information Concerning Property-Casualty
Insurance Operations
All other schedules are omitted as the required information is not
applicable or the information is presented in the Consolidated
Financial Statements or related notes.
(b) Reports on Form 8-K
The Company did not file a report on Form 8-K during the
fourth quarter of 2003.
(c) Exhibits
(3) Certificate Amending and Restating the Company's
Bylaws as filed as an Exhibit to the Company's Form
10-Q for the Quarter ended March 31, 1989 is
incorporated herein by reference.
(3a) Certificate Amending and Restating the Company's
Certificate of Incorporation as amended May 1, 1991
as filed as an Exhibit to the Company's Form 10-Q for
the Quarter ended March 31, 1991 is incorporated by
reference.
(3b) Promissory Note between ACMAT Corporation and Webster
Bank as filed as an Exhibit to the Company's Form
10-K for the year ended December 31, 1998 is
incorporated by reference.
(3c) Open-end Mortgage Deed and Security Agreement between
ACMAT Corporation and Webster Bank as filed as an
Exhibit to the Company's Form 10-K for the year ended
December 31, 1999 is incorporated by reference.
(3d) Amended and Restated Commercial Credit Agreement
between ACMAT Corporation, Webster Bank and Fleet
National Bank as filed as an Exhibit to the Company's
Form 10-K for the year ended December 31, 2002 is
incorporated by reference.
(3e) Revolving Credit Note between ACMAT Corporation and
Webster Bank as filed as an Exhibit to the Company's
Form 10-K for the year ended December 31, 2002 is
incorporated by reference.
(3f) Term Note dated September 1, 1999 between ACMAT
Corporation and Webster Bank as filed as an Exhibit
to the Company's Form 10-K for the year ended
December 31, 1999 is incorporated by reference.
(3g) Term Note II dated December 17, 2001, between ACMAT
Corporation and Webster Bank as filed as an Exhibit
to the Company's Form 10-K for the year ended
December 31, 2001 is incorporated by reference.
(3h) Revolving Credit Note between ACMAT Corporation and
Fleet National Bank as filed as an Exhibit to the
Company's Form 10-K for the year ended December 31,
2002 is incorporated by reference.
4(i) Term Note III dated November 22, 2002 between ACMAT
Corporation and Webster Bank as filed as an Exhibit
to the Company's Form 10-K for the year ended
December 31, 2002 is incorporated by reference.
4(j) Term Note III dated November 22, 2002 between ACMAT
Corporation and Fleet National Bank as filed as an
Exhibit to the Company's Form 10-K for the year ended
December 31, 2002 is incorporated by reference.
(21) Subsidiaries of ACMAT is filed herewith.
(31.1) Certification of Henry W. Nozko, Jr., Chief Executive
Officer of the Company, as required by Section 302 of
the Sarbanes-Oxley Act of 2002 is filed herewith.
65
(31.2) Certification of Michael P. Cifone, Chief Financial
Officer of the Company, as required by Section 302
of the Sarbanes-Oxley Act of 2002 is filed herewith.
(32) Certification of Henry W. Nozko, Jr., Chief Executive
Officer, and Michael P. Cifone, Chief Financial
Officer, as required by Section 906 of the Sarbanes-
Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant had duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ACMAT CORPORATION
Dated: March 30, 2004 By: /s/ Henry W. Nozko, Jr.
------------------------
Henry W. Nozko, Jr., President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Chairman of the Board,
President, Chief Executive
/s/ Henry W. Nozko, Jr Officer and Director March 30, 2004
- -------------------------
Henry W. Nozko, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
/s/ Michael P. Cifone Accounting Officer) March 30, 2004
- ----------------------
Michael P. Cifone
/s/ Victoria C. Nozko Director March 30, 2004
- ----------------------
Victoria C. Nozko
/s/ John C. Creasy Director March 30, 2004
- -------------------
John C. Creasy
/s/Henry W. Nozko III Director March 30, 2004
- ----------------------
Henry W. Nozko III
/s/ Andrew W. Sullivan, Jr. Director March 30, 2004
- ----------------------------
Andrew W. Sullivan, Jr.
66
INDEX TO EXHIBITS
Regulation S-K Exhibit Description Page Number
- ---------------------- ----------- -----------
Exhibit 3 - Bylaws Incorporated by Reference
Exhibit 3a - Certificate of Incorporation
as amended May 1, 1991 Incorporated by Reference
Exhibit 4b - Promissory Note between ACMAT
and Webster Bank Incorporated by Reference
Exhibit 4c - Open-end Mortgage Deed/Security
Agreement between ACMAT and
Webster Bank. Incorporated by Reference
Exhibit 4d - Amended and Restated Commercial
Credit Agreement between ACMAT,
Webster Bank and Fleet National Bank Incorporated by Reference
Exhibit 4e - Revolving Credit Note between ACMAT
and Webster Bank Incorporated by Reference
Exhibit 4f - Term Note between ACMAT and Webster Bank Incorporated by Reference
Exhibit 4g - Term Note II between ACMAT and Webster Bank Incorporated by Reference
Exhibit 4h - Revolving Credit Note between ACMAT
and Fleet National Bank Incorporated by Reference
Exhibit 4i - Term Note III between ACMAT and Webster Bank Incorporated by Reference
Exhibit 4j - Term Note III between ACMAT and Fleet
National Bank Incorporated by Reference
Exhibit 21 - Subsidiaries of ACMAT Page 68
Exhibit 31.1 - Certification of Henry W. Nozko, Jr., Chief
Executive Officer of the Company, as required
by Section 302 of the Sarbanes-Oxley Act of
2002 Page 69
Exhibit 31.2 - Certification of Michael P. Cifone, Chief
Financial Officer of the Company, as required
by Section 302 of the Sarbanes-Oxley Act of
2002 Page 70
Exhibit 32 - Certification of Henry W. Nozko, Jr., Chief
Executive Officer and Michael P. Cifone, Chief
Financial Officer, as required by Section 906
of the Sarbanes-Oxley Act of 2002 Page 71
67