1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-6234
ACMAT CORPORATION
Connecticut 06-0682460
(State of Incorporation) (I.R.S. Employer Identification No.)
233 Main Street, New Britain, Connecticut 06050-2350
(Address of principal executive offices)
Registrant's telephone number including area code: (860) 229-9000
NONE
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares outstanding
Title of Class at April 30, 2001
Common Stock 557,589
Class A Stock 1,843,018
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TABLE OF CONTENTS
Part I FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidates Statements of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
2
3
Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, December 31,
Assets 2001 2000
---- ----
(Unaudited)
Investments:
Fixed maturities-available for sale at fair value (Cost of $71,220,757 in 2001
and $70,487,764 in 2000) $ 72,619,686 70,370,912
Equity securities, at fair value (Cost of $2,060,000 in 2001 and 1,838,099 2,220,936
2,561,512 in 2000)
Mortgages 278,800 289,625
Short-term investments, at cost which approximates fair value 914,020 3,249,065
------------ ------------
Total investments 75,650,605 76,130,538
Cash and cash equivalents 10,053,180 7,446,941
Accrued interest receivable 1,047,132 1,033,411
Receivables, net 4,038,042 4,140,363
Reinsurance recoverable 2,606,702 2,580,388
Prepaid expenses 164,665 133,018
Deferred income taxes 326,019 833,865
Property & equipment, net 12,514,147 12,624,792
Deferred policy acquisition costs 1,779,697 1,438,747
Other assets 4,018,736 3,612,239
Intangibles, net 2,158,982 2,242,067
------------ ------------
$114,357,907 112,216,369
============ ============
Liabilities & Stockholders' Equity
Accounts payable 2,543,988 2,407,958
Reserves for losses and loss adjustment expenses 29,110,560 29,310,606
Unearned premiums 6,495,313 5,442,777
Collateral held 8,860,455 8,673,378
Income taxes 66,280 22,582
Accrued liabilities 1,561,535 1,178,816
Long-term debt 27,288,922 27,696,587
------------ ------------
Total liabilities 75,927,053 74,732,704
Commitments and contingencies
Stockholders' Equity:
Common Stock (No par value; 3,500,000 shares authorized; 557,589 and
557,589 shares issued and outstanding) 557,589 557,589
Class A Stock (No par value; 10,000,000 shares authorized; 1,952,254 and
2,057,254 shares issued and outstanding) 1,952,254 2,057,254
Retained earnings 35,147,704 35,326,305
Accumulated other comprehensive income (loss) 773,307 (457,483)
------------ ------------
Total stockholders' equity 38,430,854 37,483,665
------------ ------------
$114,357,907 112,216,369
============ ============
See Notes to Consolidated Financial Statements.
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4
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings (Unaudited)
Three Months Ended March 31, 2001 and 2000
2001 2000
---------- ----------
Earned premiums $2,031,980 2,348,474
Contract revenues 2,664,337 2,512,810
Investment income, net 1,104,185 1,142,554
Net realized capital gains (losses) 22,141 (108,554)
Other income 154,272 186,023
---------- ----------
5,976,915 6,081,307
---------- ----------
Cost of contract revenues 2,342,810 2,364,230
Losses and loss adjustment expenses 411,838 441,660
Amortization of policy acquisition costs 357,083 391,679
General and administrative expenses 1,406,592 1,264,548
Interest expense 691,276 746,410
---------- ----------
5,209,599 5,208,527
---------- ----------
Earnings before income taxes 767,316 872,780
Income taxes 248,417 262,473
---------- ----------
Net earnings $ 518,899 610,307
========== ==========
Basic Earnings Per Share $ .21 .21
Diluted Earnings Per Share $ .20 .21
See Notes to Consolidated Financial Statements.
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5
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Unaudited)
March 31, 2001 and 2000
Accumulated
Common Additional other Total
stock par Class A stock paid-in Retained comprehensive stockholders'
value par value capital earnings income (loss) equity
----- --------- ------- -------- ------------- ------
Balance as of December 31, 1999 $584,828 2,304,587 -- 35,151,966 (1,914,389) 36,126,992
Comprehensive income:
Net unrealized gains on debt and
equity securities -- -- -- -- 101,652 101,652
Net earnings -- -- -- 610,307 -- 610,307
--------
Total comprehensive income 711,959
Acquisition and retirement of 14,260
shares of Common Stock (14,260) -- -- (256,680) -- (270,940)
Acquisition and retirement of 16,060
shares of Class A Stock -- (16,060) -- (152,570) -- (168,630)
-------- --------- ------- --------- ---------- ----------
Balance as of March 31, 2000 $570,568 2,288,527 -- 35,353,023 (1,812,737) 36,399,381
======== ========= ======= ========= ========== ==========
Balance as of December 31, 2000 $557,589 2,057,254 -- 35,326,305 (457,483) 37,483,665
Comprehensive income:
Net unrealized gains on debt and
equity securities -- -- -- -- 1,230,790 1,230,790
Net earnings -- -- -- 518,899 -- 518,899
--------
Total comprehensive income 1,749,689
Acquisition and retirement of 105,000
shares of Class A Stock (105,000) -- (697,500) -- (802,500)
-------- --------- ------- --------- ---------- ----------
Balance as of March 31, 2001 $557,589 1,952,254 -- 35,147,704 773,307 38,430,854
======== ========= ======= ========= ========== ==========
See Notes to Consolidated Financial Statements.
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6
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2001 and 2000
2001 2000
---- ----
Cash flows from operating activities:
Net earnings $ 518,899 610,307
Adjustments to reconcile net earnings to net cash provided by
(used for) operating activities:
Depreciation and amortization 405,321 417,613
Net realized capital (gains) losses (22,141) 108,554
Changes in:
Accrued interest receivable (13,721) (48,332)
Reinsurance recoverable (26,314) 3,103,241
Receivables, net 102,321 (1,171,800)
Deferred policy acquisition costs (340,950) (387,872)
Prepaid expenses and other assets (441,774) (431,113)
Accounts payable and accrued liabilities 518,749 1,360,081
Cash collateral held 187,077 (935,328)
Reserves for losses and loss adjustment expenses (200,046) (5,702,845)
Income taxes, net 153,141 240,934
Unearned premiums 1,052,536 1,210,118
------------ ----------
Net cash provided by (used for) operating activities 1,893,097 (1,626,442)
------------ ----------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 7,920,409 4,986,176
Fixed maturities-matured 2,080,000 1,646,000
Equity securities 500,000 --
Mortgages 10,826 --
Short-term investments 7,059,565 363,562
Purchases of:
Fixed maturities (10,848,719) (2,530,101)
Short-term investments (4,724,520) (3,104,803)
Capital expenditures (74,254) (136,906)
------------ ----------
Net cash provided by investing activities 1,923,307 1,223,928
------------ ----------
Cash flows from financing activities:
Repayments on long-term debt (407,665) (395,714)
Payments for acquisition & retirement of stock (802,500) (439,570)
------------ ----------
Net cash used for financing activities (1,210,165) (835,284)
------------ ----------
Net change in cash and cash equivalents 2,606,239 (1,237,798)
Cash and cash equivalents at beginning of period 7,446,941 7,054,911
------------ ----------
Cash and cash equivalents at end of period $ 10,053,180 5,817,113
============ ==========
See Notes to Consolidated Financial Statements.
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ACMAT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Financial Statements
The consolidated financial statements include the accounts of ACMAT Corporation
("ACMAT" or the "Company") and its subsidiaries. The consolidated financial
statements have been prepared in conformity with accounting principles
generally accepted in the United States of America and are unaudited.
The interim financial information contained in this report has been prepared
from the books and records of the Company and its subsidiaries and reflects, in
the opinion of the management of the Company, all adjustments (consisting of
normal and recurring accruals) necessary to fairly present results of operations
for the periods indicated. All significant intercompany accounts and
transactions have been eliminated in consolidation.
These statements should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 2000.
(2) Earnings Per Share
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share ("EPS") computations for the three-month
periods ended March 31, 2001 and 2000.
Average
Shares Per-Share
2001: Earnings Outstanding Amount
----- -------- ----------- ------
Basic EPS:
Earnings available to stockholders $518,899 2,527,343 $.21
Effect of Dilutive Securities:
Stock options -- 52,073
-------- ---------
Convertible Note
Diluted EPS:
Earnings available to stockholders $518,899 2,579,417 $.20
======== ========= ====
2000:
Basic EPS:
Earnings available to stockholders $610,307 2,860,095 $.21
Effect of Dilutive Securities:
Stock options -- 43,506
-------- ---------
Diluted EPS:
Earnings available to stockholders $610,307 2,903,601 $.21
======== ========= ====
The Convertible Notes were anti-dilutive in 2001.
(3) Supplemental Cash Flow Information
Income tax paid during the three months ended March 31, 2001 and 2000 was
$95,276 and $27,854, respectively. Interest paid for the three months ended
March 31, 2001 and 2000 was $372,402 and $218,234, respectively.
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8
(4) Comprehensive Income
The following table summarizes reclassification adjustments for other
comprehensive income (loss) and the related tax effects for the three months
ended March 31, 2001 and 2000:
2001 2000
---- ----
Unrealized gains (losses) on investments:
Unrealized holding gain (loss) arising during period, net of income tax of $641,571 in
2001. $1,245,403 30,006
Less reclassification adjustment for gains (losses) included in net income, net of
income tax expense (benefit) of $7,528 and ($36,908) for 2001 and 2000, respectively 14,613 (71,646)
---------- --------
Other comprehensive income (loss) $1,230,790 101,652
========== ========
(5) New Accounting Standard
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
was issued in June 1998 and establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value.
The cumulative effect of adopting FAS 133, as amended, on January 1, 2001 had
no effect. There were no derivative transactions during the first quarter of
2001.
(6) 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 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-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.
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9
The Company evaluates performance based on earnings before income taxes and
excluding interest expense. The Company accounts for intersegment revenue and
expenses as if the products/services were to third parties. Information
relating to the three segments for the three-month periods ended March 31,
2001 and 2000 is summarized as follows:
2001 2000
------------ -----------
Revenues:
ACSTAR Bonding $ 1,379,589 1,647,636
United Coastal Liability Insurance 1,718,509 1,654,626
ACMAT Contracting 3,710,831 3,602,710
------------ -----------
$ 6,808,929 6,904,972
============ ===========
Operating Earnings:
ACSTAR Bonding $ 464,815 710,218
United Coastal Liability Insurance 741,783 688,062
ACMAT Contracting 376,534 329,011
------------ -----------
$ 1,583,132 1,727,291
============ ===========
Depreciation and Amortization:
ACSTAR Bonding $ 151,197 133,425
United Coastal Liability Insurance 87,117 102,294
ACMAT Contracting 167,007 181,894
------------ -----------
$ 405,321 417,613
============ ===========
Identifiable Assets:
ACSTAR Bonding $ 43,220,493 43,013,935
United Coastal Liability Insurance 54,114,409 61,434,386
ACMAT Contracting 17,023,005 17,215,991
------------ -----------
$114,357,907 121,664,312
============ ===========
The components of revenue for each segment for the three-month periods ended
March 31, 2001 and 2000 are as follows:
2001 2000
---------- ----------
ACSTAR Bonding:
Premiums $ 982,304 1,284,806
Investment income, net 387,969 344,529
Capital gains 3,750 --
Other 5,566 18,301
---------- ----------
$1,379,589 1,647,636
========== ==========
United Coastal Liability Insurance:
Premiums $1,049,676 1,063,668
Investment income, net 649,891 697,522
Capital gains (losses) 18,391 (108,554)
Other 551 1,990
---------- ----------
$1,718,509 1,654,626
========== ==========
ACMAT Contracting:
Contract revenues $2,664,337 2,512,810
Investment income, net 21,329 33,557
Intersegment revenue:
Rental income 361,771 339,015
Underwriting services and agency commissions 515,239 551,596
Other 148,155 165,732
---------- ----------
$3,710,831 3,602,710
========== ==========
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The following is a reconciliation of segment totals for revenue and operating
income to corresponding amounts in the Company's statement of earnings:
Revenue: 2001 2000
----------- ----------
Total revenue for reportable segments $ 6,808,929 6,904,972
Intersegment eliminations (832,014) (823,665)
----------- ----------
$ 5,976,915 6,081,307
=========== ==========
Operating Earnings:
Total operating earnings for reportable segments 1,583,132 1,727,291
Interest expense (691,276) (746,410)
Other operating expenses (124,540) (108,101)
----------- ----------
$ 767,316 872,780
=========== ==========
Operating earnings for ACMAT contracting are operating revenues less cost of
contract revenues and identifiable selling, general and administrative expenses.
Operating earnings for the bonding and liability insurance segments are revenues
less losses and loss adjustment expenses, amortization of policy acquisition
costs and identifiable selling, general and administrative expenses. The
adjustments and eliminations required to arrive at consolidated amounts shown
above consist principally of the elimination of the intersegment revenues
related to the performance of certain services and rental charges. Identifiable
assets are those assets that are used by each segment's operations. Foreign
revenues are not significant.
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ACMAT CORPORATION AND SUBSIDIARIES
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
CONSOLIDATED RESULTS OF OPERATIONS:
Net earnings were $518,899 for the three months ended March 31, 2001 compared to
$610,307 for the same period a year ago. The decrease in 2001 net earnings
compared to the 2000 net earnings was due primarily to a reduction in earned
premiums resulting from a new reinsurance treaty effective May 1, 2000. The
Company cedes significantly more of its bond exposure than under its previous
reinsurance treaty.
Revenues were $5,976,915 for the three months ended March 31, 2001 compared to
$6,081,307 for the same period in 2000. The decrease in revenues over the past
year reflects the Company's new reinsurance treaty. Earned premiums were
$2,031,980 for the three months ended March 31, 2001 compared to $2,348,474 for
the same period a year ago. Contract revenue is difficult to predict and depends
greatly on the successful securement of contracts bid. Contract revenues were
$2,664,337 for the three months ended March 31, 2001 compared to $2,512,810 for
the same period a year ago.
Investment income was $1,104,185 compared to $1,142,554 for the same period in
2000. The decrease in investment income was primarily related to a decrease in
invested assets which were used to reduce long-term debt. Net realized capital
gains were $22,141 for the three months ended March 31, 2001 compared to
realized capital losses of $108,554 for the same period a year ago.
Other income was $154,272 for the three months ended March 31, 2001 compared to
$186,023 for the same period in 2000.
Losses and loss adjustment expenses were $411,838 for the three months ended
March 31, 2001 compared to $441,660 for the same period a year ago. The decrease
in losses and loss adjustment expenses are attributable to the decline in earned
premiums. Amortization of policy acquisition costs were $357,083 for the three
months ended March 31, 2001 compared to $391,679 for the same period in 2000.
The decrease in amortization of policy acquisition costs is primarily
attributable to the decrease in earned premium.
Costs of contract revenues were $2,342,810 for the three months ended March 31,
2001 compared to $2,364,230 for the same period a year ago. The gross profit
margin on construction projects was 12% in 2001 compared to 6% in 2000. Gross
margin fluctuations each year based upon the profitability of specific projects.
General and administrative expenses were $1,406,592 for the three months ended
March 31, 2001 compared to $1,264,548 for the same period a year ago. The
increase in general and administrative expenses in 2001 compared to 2000 is due
primarily to an increase in salary expense and an increase in utility costs
associated with operating our headquarters.
Interest expense was $691,276 for the three months ended March 31, 2001 compared
to $746,410 for the same period in 2000. The decrease in interest expense is due
to the decrease in long-term debt.
Income tax expense was $248,417 for the three months ended March 31, 2001
compared to $262,473 for the same period a year ago representing effective tax
rates of 32.4% and 30.1%, respectively. The fluctuation in the effective tax
rate is primarily due to tax exempt interest income making up a smaller portion
of taxable income in 2001.
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Results of Operations by Segment:
ACSTAR BONDING:
2001 2000
---------- ---------
Revenue $1,379,589 1,647,636
Operating Earnings $ 464,815 710,218
Revenues for the ACSTAR Bonding segment were $1,379,589 for the three months
ended March 31, 2001 compared to $1,647,636 for the same period in 2000. Net
written premiums were $840,433 for the three months ended March 31, 2001
compared to $1,369,629 for the three months ended March 31, 2000. Earned
premiums were $982,304 for the three months ended March 31, 2001 compared to
$1,284,806 for the three months ended March 31, 2000.
The net written premiums and earned premiums for the three months ended March
31, 2001 as compared to the three months ended March 31, 2000 reflect the
Company's new reinsurance treaty. Effective May 1, 2000, the Company cedes
significantly more of its bond exposure than under its previous reinsurance
treaties. Such reinsurance is applicable on a per principal basis for losses in
excess of $1,000,000 up to $13,000,000. Prior to May 1, 2000, reinsurance was
applicable to losses in excess of $2,000,000 on a per bond basis with the
Company retaining approximately $5,000,000 of losses up to $13,000,000.
Investment income was $387,969 for the three months ended March 31, 2001
compared to $344,529 for the same period a year ago. The increase in investment
income was primarily related to a slight increase in invested assets.
Operating earnings for the ACSTAR Bonding segment were $464,815 for the three
months ended March 31, 2001 compared to $710,218 for the same period in 2000.
The decrease in 2001 operating earnings compared to 2000 operating earnings is
due primarily to a new reinsurance treaty effective May 1, 2000.
Losses and loss adjustment expenses were $96,935 for the three months ended
March 31, 2001 compared to $76,200 for the same period a year ago. Amortization
of policy acquisition costs were $409,188 for the three months ended March 31,
2001 compared to $465,407 for the same period in 2000.
General and administrative expenses were $408,651 for the three months ended
March 31, 2001 compared to $395,811 for the same period a year ago. The increase
in general and administrative expenses is due primarily to the increase in
salary expense.
UNITED COASTAL LIABILITY INSURANCE:
2001 2000
---------- ---------
Revenue $1,718,509 1,654,626
Operating Earnings $ 741,783 688,062
Revenues for the United Coastal Liability Insurance segment were $1,718,509 for
the three months ended March 31, 2001 compared to $1,654,626 for the same period
in 2000. The 2001 increase in revenue reflects capital gains of $18,391 in 2001
compared to capital losses of $108,554 in 2000. Net written premiums were
$1,701,541 for the three months ended March 31, 2001 compared to $1,653,638 for
the three months ended March 31, 2000. Earned premiums were $1,049,676 for the
three months ended March 31, 2001 compared to $1,063,668 for the three months
ended March 31, 2000. The increase in revenues reflect the capital gains in 2001
compared to capital losses in 2000.
Investment income was $649,891 for the three months ended March 31, 2001
compared to $697,522 for the same period a year ago. The decrease in investment
income was primarily related to a decrease in invested assets as a result of
dividends distributed to the parent company to reduce corporate debt. Net
realized capital gains were $18,391 for the three months ended March 31, 2001 as
compared to realized capital losses of $108,554 for the same period a year ago.
Operating earnings for the United Coastal Liability Insurance segment were
$741,783 for the three months ended March 31, 2001 as compared to $688,062 for
the same period in 2000. The increase in 2001 operating earnings compared to
2000 operating earnings is due primarily to a decrease in earned premiums and
investment income offset in part by a reduction in amortization of policy
acquisition costs and losses and loss adjustment expenses.
Losses and loss adjustment expenses were $314,903 for the three months ended
March 31, 2001 compared to $365,460 for the same period a year ago. The decrease
in losses and loss adjustment expenses are attributable to the decrease in
earned premiums. Amortization of policy acquisition costs were $383,901 for the
three months ended March 31, 2001 as compared to $326,026 for the same period in
2000. The decrease in amortization of policy acquisition costs is primarily
attributable to the decrease in earned premiums.
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General and administrative expenses were $277,922 for the three months ended
March 31, 2001 compared to $275,078 for the same period a year ago. The decrease
in general and administrative expenses is due primarily to the overall decrease
in business activities.
ACMAT CONTRACTING:
2001 2000
---------- ---------
Revenue $3,710,831 3,602,710
Operating Earnings $ 376,534 329,011
Revenues for the ACMAT Contracting segment were $3,710,831 for the three months
ended March 31, 2001 compared to $3,602,710 for the same period in 2000. The
2001 increase in revenue reflects a slight increase in contract revenues
compared to 2000. Contract revenue is difficult to predict and depends greatly
on the successful securement of contracts bid.
Operating earnings for the ACMAT Contracting segment were $376,534 for the three
months ended March 31, 2001 compared to $329,011 for the same period a year ago.
The decrease in 2001 operating earnings compared to 2000 operating earnings is
due primarily to reduced gross margins on the 2001 projects offset by a decrease
in general and administrative expenses.
Cost of contract revenues were $2,342,810 for the three months ended March 31,
2001 compared to $2,364,230 for the same period in 2000. The gross profit margin
on construction projects was 12% in 2001 and 6% in 2000. Gross margin
fluctuations each year based upon the profitability of specific projects.
General and administrative expenses were $991,487 for the three months ended
March 31, 2001 compared to $909,469 for the same period a year ago. The increase
in general and administrative expenses in 2001 compared to 2000 is due primarily
to an increase in salary expense and an increase in utility costs associated
with operating our headquarters.
RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES:
Reserves for losses and loss adjustment expenses are established with respect to
both reported and incurred but not reported claims for insured risks. The amount
of loss reserves for reported claims is primarily based upon a case-by-case
evaluation of the type of risk involved, knowledge of the circumstances
surrounding each claim and the policy provisions relating to the type of claim.
As part of the reserving process, historical data is reviewed and consideration
is given to the anticipated impact of various factors such as legal developments
and economic conditions, including the effects of inflation. Reserves are
monitored and evaluated periodically using current information on reported
claims.
Management believes that the reserves for losses and loss adjustment expenses at
March 31, 2001 are adequate to cover the unpaid portion of the ultimate net cost
of losses and loss adjustment expenses, including losses incurred but not
reported. Reserves for losses and loss adjustment expenses are estimates at any
given point in time of what the Company may have to pay ultimately on incurred
losses, including related settlement costs, based on facts and circumstances
then known. The Company also reviews its claim reporting patterns, loss
experience, risk factors and current trends and considers their effect in the
determination of estimates of incurred but not reported reserves. Ultimate
losses and loss adjustment expenses are affected by many factors which are
difficult to predict, such as claim severity and frequency, inflation levels and
unexpected and unfavorable judicial rulings. Reserves for surety claims also
consider the amount of collateral held as well as the financial strength of the
principal and its indemnitors.
The Company's insurance subsidiaries' loss ratios under generally accepted
accounting principles ("GAAP") were 20.3 % and 18.8% for the three-month periods
ended March 31, 2001 and 2000, respectively. These loss ratios are below
industry averages and are believed to be the result of conservative
underwriting. There can be no assurance that such loss ratios can continue. The
Company's insurance subsidiaries' expense ratios under GAAP were 72.8% and 60.6%
for the three-month period ended March 31, 2001 and 2000, respectively. The
Company's insurance subsidiaries' combined ratios under GAAP were 93.1% and
79.4% for the three-month period ended March 31, 2001 and 2000, respectively.
The increase in the 2001 combined ratio results primarily from the decrease in
earned premiums.
LIQUIDITY AND CAPITAL RESOURCES:
The Company internally generates sufficient funds for its operations and
maintains a relatively high degree of liquidity in its investment portfolio. The
primary sources of funds to meet the demands of claim settlements and operating
expenses are premium collections, investment earnings and maturing investments.
The Company has no material commitments for capital expenditures and, in the
opinion of management, has adequate sources of liquidity to fund its operations
over the next year.
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ACMAT, exclusive of its subsidiaries, has incurred negative cash flows from
operating activities primarily because of interest expense related to notes
payable and long-term debt incurred by ACMAT to acquire and capitalize its
insurance subsidiaries and to repurchase Company stock.
ACMAT's principal sources of funds are dividends from its wholly-owned
subsidiaries, intercompany and short-term borrowings, insurance underwriting
fees from its subsidiaries, construction contracting operations and rental
income. Management believes that these sources of funds are adequate to service
its indebtedness. ACMAT has recently relied on dividends from its insurance
subsidiaries to repay debt.
The Company provided cash flow from operations of $1,893,097 for the three-month
period ended March 31, 2001 compared to the cash flow used for operations of
$1,626,442 for the same period in 2000. Net cash flows provided from operations
in 2001 were provided primarily from premiums written. Substantially all of the
Company's cash flow was used to repay long-term debt, repurchase stock and
purchase investments. 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 in the first quarter of 2001 amounted
to $1,923,307 compared to $1,223,928 for the same period in 2000. Purchases of
investments are made based upon excess cash available after the payment of
losses and loss adjustment expenses and other operating and non-operating
expenses
The terms of the Company's note agreements contain limitations on payment of
cash dividends, re-acquisition of shares, borrowings and investments and require
maintenance of specified ratios and minimum net worth levels, including cross
default provisions. The payment of future cash dividends and the re-acquisition
of shares are restricted each to amounts of an Available Fund. The Available
Fund is a cumulative fund which is increased each year by 20% of the
Consolidated Net Earnings (as defined). The Company is in compliance with all
covenants at March 31, 2001.
The Company maintains a short-term unsecured bank credit line totaling $10
million to fund interim cash requirements. There were no borrowings under this
line of credit as of March 31, 2001.
During the three-month period ended March 31, 2001, the Company purchased, in
the open market and privately negotiated transactions, 105,000 shares of its
Class A Stock at an average price of $7.64 per share.
The Company's principal source of cash for repayment of long-term debt is from
dividends from its two insurance companies. Under applicable insurance
regulations, ACMAT's insurance subsidiaries are restricted as to the amount of
dividends they may pay to their respective holding companies, without the prior
approval of their domestic State insurance department. The amount of dividends
ACMAT's insurance subsidiaries may pay, without prior approval of their domestic
State insurance departments, are limited to approximately $6,900,000 in 2001.
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 March 31, 2001 was above the level which might require
regulatory action.
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Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits - None
b. Report on Form 8-K - None
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ACMAT CORPORATION
Date: May 14, 2001 /S/ Henry W. Nozko, Sr.
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Henry W. Nozko, Sr., President and Chairman
Date: May 14, 2001 /S/ Henry W. Nozko, Jr.
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Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
Date: May 14, 2001 /S/ Michael P. Cifone
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Michael P. Cifone, Vice President - Finance
(Principal Financial & Accounting Officer)
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