10-Q 1 y65677e10vq.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to____ Commission file number 0-6234 ACMAT CORPORATION Connecticut 06-0682460 ------------------------ ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 233 Main Street, New Britain, Connecticut 06050-2350 (Address of principal executive offices) Registrant's telephone number including area code: (860) 229-9000 NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Shares outstanding Title of Class at October 31, 2002 -------------- ------------------- Common Stock 553,355 Class A Stock 1,756,404
TABLE OF CONTENTS
PAGE ---- Part I FINANCIAL INFORMATION Item 1. Unaudited Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Earnings 4 Consolidated Statements of Stockholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 13 Part II OTHER INFORMATION Item 4. Controls and Procedures Item 6. Exhibits and Reports on Form 8-K 18 Signatures 19
2 Part I Financial Information Item I Financial Statements ACMAT CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets
September 30, December 31, Assets 2002 2001 ------ ------------ ------------ (Unaudited) Investments: Fixed maturities-available for sale at fair value (Cost of $61,143,437 in 2002 and $61,841,391 in 2001) $ 62,268,945 62,210,923 Equity securities, at fair value (Cost of $5,125,262 in 2002 and $5,065,262 5,136,420 4,916,900 in 2001) Short-term investments, at cost which approximates fair value 4,590,449 371,744 ------------ ------------ Total investments 71,995,814 67,499,567 Cash and cash equivalents 14,900,034 12,784,806 Accrued interest receivable 598,646 750,078 Receivables, net 5,295,544 4,839,559 Reinsurance recoverable 8,981,457 2,772,668 Prepaid expenses 340,953 125,731 Income tax receivable 2,163,930 -- Deferred income taxes 85,716 450,303 Property & equipment, net 11,850,299 12,273,656 Deferred policy acquisition costs 1,257,348 1,165,556 Other assets 3,127,110 4,881,172 Intangibles, net 1,920,360 1,920,360 ------------ ------------ $122,517,211 109,463,456 ============ ============ Liabilities & Stockholders' Equity Accounts payable 3,870,147 3,480,204 Reserves for losses and loss adjustment expenses 26,723,587 22,585,626 Unearned premiums 4,961,301 4,155,197 Collateral held 21,997,877 15,948,636 Income taxes -- 13,592 Accrued liabilities 1,998,208 757,665 Long-term debt 22,137,386 24,550,361 ------------ ------------ Total liabilities 81,688,506 71,491,281 Commitments and contingencies Stockholders' Equity: Common Stock (No par value; 3,500,000 shares authorized; 553,355 and 557,589 shares issued and outstanding) 553,355 557,589 Class A Stock (No par value; 10,000,000 shares authorized; 1,825,019 and 1,827,019 shares issued and outstanding) 1,825,019 1,827,019 Retained earnings 37,759,524 35,460,226 Accumulated other comprehensive income (loss) 690,807 127,341 ------------ ------------ Total stockholders' equity 40,828,705 37,972,175 ------------ ------------ $122,517,211 109,463,456 ============ ============
See Notes to Consolidated Financial Statements. 3 ACMAT CORPORATION AND SUBSIDIARIES Consolidated Statements of Earnings (Unaudited)
Three months ended, Nine months ended September 30, September 30, ------------------------------- ------------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- Earned premiums $ 2,120,792 1,802,479 5,718,669 5,743,466 Contract revenues 3,642,953 4,290,636 15,444,552 10,729,787 Investment income, net 913,065 958,074 2,710,692 3,113,192 Net realized capital gains 13,572 33,027 30,534 297,742 Life insurance proceeds, net -- -- 3,348,903 -- Other income 170,761 205,915 539,118 577,939 ----------- ----------- ----------- ----------- 6,861,143 7,290,131 27,792,468 20,462,126 ----------- ----------- ----------- ----------- Losses and loss adjustment expenses 509,595 404,576 3,587,818 1,175,612 Amortization of policy acquisition costs 508,854 482,678 1,357,673 1,458,679 Cost of contract revenues 3,921,885 4,022,606 16,533,797 9,694,220 General and administrative expenses 1,187,575 1,125,732 3,882,254 3,942,613 Interest expense 474,411 693,965 1,517,493 2,037,811 ----------- ----------- ----------- ----------- 6,602,320 6,729,557 26,879,035 18,308,935 ----------- ----------- ----------- ----------- Earnings before income taxes 258,823 560,574 913,433 2,153,191 Income taxes (609,773) 141,944 (1,498,635) 712,698 ----------- ----------- ----------- ----------- Net earnings $ 868,596 418,630 2,412,068 1,440,493 =========== =========== =========== =========== Basic earnings per share $ .37 .17 1.01 .59 Diluted earnings per share $ .36 .17 .99 .57
See Notes to Consolidated Financial Statements. 4 ACMAT CORPORATION AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (Unaudited) September 30, 2001 and 2002
Accumulated Common Class A Additional Other Total stock par stock par Paid-in Retained Comprehensive Stockholders' Value value Capital earnings Income (Loss) equity ---------- --------- ---------- ----------- ------------- ------------- Balance as of December 31, 2000 $ 557,589 2,057,254 -- 35,326,305 (457,483) 37,483,665 Comprehensive income: Net unrealized losses on debt and equity securities -- -- -- -- 1,036,565 1,036,565 Net earnings -- -- -- 1,440,493 -- 1,440,493 ----------- Total comprehensive income 2,477,058 Acquisition and retirement of 214,235 shares of Class A Stock -- (214,235) (1,467,615) -- (1,681,850) ---------- --------- ---- ----------- ----------- ----------- Balance as of September 30, 2001 $ 557,589 1,843,019 -- 35,299,183 579,082 38,278,873 ========== ========= ==== =========== =========== =========== Balance as of December 31, 2001 $ 557,589 1,827,019 -- 35,460,226 127,341 37,972,175 Comprehensive income: Net unrealized gains on debt and equity securities -- -- -- -- 563,466 563,466 Net earnings -- -- -- 2,412,068 -- 2,412,068 ----------- Total comprehensive income 2,975,534 Acquisition and retirement of 4,234 shares of Common Stock (4,234) -- -- (76,255) -- (80,489) Acquisition and retirement of 9,500 shares of Class A Stock -- (9,500) -- (83,390) -- (92,890) Exercise of 7,500 shares of Class A Stock pursuant to Stock Options -- 7,500 -- 46,875 -- 54,375 ---------- --------- ---- ----------- ----------- ----------- Balance as of September 30, 2002 $ 553,355 1,825,019 -- 37,759,524 690,807 40,828,075 ========== ========= ==== =========== =========== ===========
See Notes to Consolidated Financial Statements. 5 ACMAT CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2002 and 2001
2002 2001 ------------ ------------ Cash flows from operating activities: Net earnings $ 2,412,068 1,440,493 Adjustments to reconcile net earnings to net cash (used for) provided by operating activities: Depreciation and amortization 809,176 1,246,672 Net realized capital gains (30,534) (297,742) Changes in: Accrued interest receivable 151,432 276,920 Reinsurance recoverable (6,208,789) 395,272 Receivables, net (455,985) (1,584,018) Deferred policy acquisition costs (91,792) (14,369) Prepaid expenses and other assets 1,538,840 52,925 Accounts payable and accrued liabilities 1,630,486 116,817 Reserves for losses and loss adjustment expenses 4,137,961 (4,496,802) Collateral held 6,049,241 3,260,735 Income taxes, net (2,074,965) 244,316 Unearned premiums 806,104 (110,698) ------------ ------------ Net cash provided by (used for) operating activities 8,673,243 530,521 ------------ ------------ Cash flows from investing activities: Proceeds from investments sold or matured: Fixed maturities-sold 10,248,955 23,622,623 Fixed maturities-matured 11,565,000 17,920,000 Equity securities 2,145,444 2,536,207 Mortgages -- 289,625 Short-term investments 5,877,390 13,855,824 Purchases of: Fixed maturities (21,301,637) (30,545,304) Equity securities (2,275,000) (6,000,000) Short-term investments (10,096,095) (18,364,212) Capital expenditures (190,093) (255,265) ------------ ------------ Net cash provided by (used for) investing activities (4,026,036) 3,059,498 ------------ ------------ Cash flows from financing activities: Payments on long-term debt (2,412,975) (1,227,580) Issuance of Class A Stock 54,375 -- Payments for acquisition & retirement of stock (173,379) (1,681,850) ------------ ------------ Net cash used for financing activities (2,531,979) (2,909,430) ------------ ------------ Net change in cash 2,115,228 680,589 Cash at beginning of period 12,784,806 7,446,941 ------------ ------------ Cash at end of period $ 14,900,034 8,127,530 ============ ============
See Notes to Consolidated Financial Statements. 6 ACMAT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS: (1) Financial Statements The consolidated financial statements include the accounts of ACMAT Corporation ("ACMAT" or the "Company") and its subsidiaries. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles and are unaudited. The interim financial information contained in this report has been prepared from the books and records of the Company and its subsidiaries and reflects, in the opinion of the management of the Company, all adjustments (consisting of normal and recurring accruals) necessary to fairly present results of operations for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2001. (2) Earnings Per Share The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share ("EPS") computations for the three-month periods ended September 30, 2002 and 2001.
Average Shares Per-Share Earnings Outstanding Amount -------- ----------- ------ 2002: Basic EPS: Earnings available to stockholders $ 868,596 2,378,373 $.37 Effect of Dilutive Securities: Stock options -- 35,878 ---------- ---------- Diluted EPS: Earnings available to stockholders $ 868,596 2,414,251 $.36 ========== === 2001: Basic EPS: Earnings available to stockholders $ 418,630 2,400,607 $.17 Effect of Dilutive Securities: Stock options -- 63,434 ---------- ---------- Diluted EPS: Earnings available to stockholders $ 418,630 2,464,041 $.17 ========== ========== ===
7 The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share ("EPS") computations for the nine-month periods ended September 30, 2002 and 2001.
Average Shares Per-Share Earnings Outstanding Amount -------- ----------- ------ 2002: Basic EPS: Earnings available to stockholders $2,412,068 2,379,803 $1.01 Effect of Dilutive Securities: Stock options -- 55,008 ---------- ---------- Diluted EPS: Earnings available to stockholders $2,412,068 2,434,811 $ .99 ========== ========== ===== 2001: Basic EPS: Earnings available to stockholders $1,440,493 2,453,592 $.59 Effect of Dilutive Securities: Stock options -- 59,962 ---------- ---------- Diluted EPS: Earnings available to stockholders $1,440,493 2,513,554 $.57 ========== ========== =====
(3) Supplemental Cash Flow Information Income taxes paid during the nine months ended September 30, 2002 and 2001 was $576,331 and $468,382, respectively. Interest paid for the nine months ended September 30, 2002 and 2001 was $1,277,723 and $1,762,747, respectively. (4) Comprehensive Income The following table summarizes reclassification adjustments for other comprehensive income and the related tax affects for the nine months ended September 30, 2002 and 2001:
2002 2001 ---------- ---------- Unrealized gains on investments: Unrealized holding gain arising during period $ 583,618 $1,233,075 Less reclassification adjustment for gains included in net income, net of income tax expense of $10,382 and $101,232 and for 2002 and 2001, respectively 20,152 196,510 ---------- ---------- Other comprehensive income $ 563,466 $1,036,565 ========== ==========
8 (5) Accounting Changes In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (FAS 142). FAS 142 addresses the initial recognition and measurement of intangible assets acquired either singly or with a group of other assets, as well as the measurement of goodwill and other intangible assets subsequent to their initial acquisition. FAS 142 changes the accounting for goodwill and intangible assets that have indefinite useful lives from an amortization approach to an impairment-only approach that requires that those assets be tested at least annually for impairment. Intangible assets that have finite useful lives will continue to be amortized over their useful lives, but without an arbitrary ceiling on their useful lives. Upon adoption of SFAS No. 142, on January 1, 2002, the Company evaluated its existing intangible asset that was acquired in a purchase business combination, to make any necessary reclassifications in order to conform with the new classification criteria in SFAS No. 141 for recognition separate from goodwill. The Company reassessed the useful lives and residual values of all intangible assets acquired. If an intangible asset is identified as having an indefinite useful life, the Company will be required to test the intangible asset for impairment in accordance with the provisions of SFAS No. 142. Impairment is measured as the excess of carrying value over the fair value of an intangible asset with an indefinite life. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle. As of January 1, 2002, the Company had an unamortized asset in the amount of $1,920,360 which was subject to the transition provisions of SFAS No. 142. The Company stopped amortizing intangibles on January 1, 2002. Net earnings and earnings per share adjusted to exclude intangible amortization for the three and nine-month periods ended September 30, 2001 are as follows:
Three months ended Nine months ended September 30, 2001 September 30, 2001 ------------------ ------------------ Net Earnings $ 418,630 $ 1,440,493 Intangible Amortization 38,073 114,219 ------------- ------------- Adjusted Net Earnings 456,703 1,554,712 ============= ============= Basic earnings per share: Reported earnings per share $ .17 $ .59 Intangible amortization .02 .04 ------------- ------------- Adjusted earnings per share $ .19 .63 ============= ============= Diluted earnings per share: Reported earnings per share $ .17 $ .57 Intangible amortization .02 .05 ------------- ------------- Adjusted earnings per share $ .19 .62 ============= =============
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. (6) Accounting Standards Not Yet Adopted In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (FAS 143). FAS 143 changes the measurement of an asset retirement obligation from a cost-accumulation approach to a fair value approach, where the fair value (discounted value) of an asset retirement obligation is recognized as a liability in the period in which it is incurred and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized into expense. The pre-FAS 143 prescribed practice of reporting a retirement obligation as a contra-asset will no longer be allowed. The Company is in the process of assessing the impact that will take effect on January 1, 2003. In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (FAS 146). FAS 146 requires that a liability for costs associated with exit or disposal activities be recognized when the liability is incurred. Existing generally accepted accounting principles provide for the recognition of such costs at the date of management's commitment to an exit plan. In addition, FAS 146 requires that the liability be measured at fair value and be adjusted for changes in estimated cash flows. The provisions of the new standard are effective for exit or disposal activities initiated after December 31, 2002. The Company does not expect the impact of this new standard to be significant. 9 (7) Life Insurance Proceeds, net On January 13, 2002, the Founder, Chairman, President and Chief Executive Officer of the Corporation died at the age of 82. At the time of his death, Mr. Nozko, Sr. owned of record or beneficially shares of the Corporation's Common Stock and Class A Stock having approximately 53% of the total voting power of the Corporation's voting capital stock. During the pendency of Mr. Nozko's estate, such voting power has been vested in the executors of the estate who are his son, Henry W. Nozko, Jr., the current Chairman, President and Chief Executive Officer of the Corporation, and his daughter Pamela N. Cosmas. The Company was the owner and beneficiary of several key-man life insurance policies totaling approximately $11.9 million. After consideration of the cash-surrender value of the policies, the Company reported a gross gain of approximately $8.8 million during the first quarter of 2002. In connection with the passing of Henry W. Nozko, Sr., the Company incurred certain obligations, previously approved by the Board of Directors, totaling approximately $5.5 million. These obligations for consulting fees, widow's compensation and unused vacation pay were due only to the extent that sufficient proceeds existed from the life insurance policies at the time of Mr. Nozko's death. (8) Segment Reporting The Company has three reportable operating segments: 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 United Coastal Liability Insurance operating segment offers specific lines of liability insurance as an approved non-admitted excess and surplus lines insurer in forty-six states, Puerto Rico, the Virgin Islands and the District of Columbia. United Coastal offers claims made and occurrence policies for specific specialty lines of liability insurance through certain excess and surplus lines brokers who are licensed and regulated by the state insurance department(s) in the state(s) in which they operate. United Coastal offers general, asbestos, lead, pollution and professional liability insurance nationwide to specialty trade contractors, environmental contractors, property owner, storage and treatment facilities and professionals. United Coastal also offers products liability insurance to manufacturers and distributors. The Bonding operating segment provides, primarily through ACSTAR, surety bonds written for prime, specialty trade, environmental, asbestos and lead abatement contractors and miscellaneous obligations. ACSTAR also offers other miscellaneous surety such as workers' compensation bonds, supply bonds, subdivision bonds and license and permit bonds. ACMAT Contracting provides construction contracting services to commercial and governmental customers. ACMAT Contracting also provides underwriting services to its insurance subsidiaries. In addition, ACMAT Contracting owns a commercial office building in New Britain, Connecticut and leases office space to its insurance subsidiaries as to well as third parties. 10 The Company evaluates performance based on earnings before income taxes and excluding interest expense. The Company accounts for intersegment revenue and expenses as if the products/services were to third parties. Information relating to the three segments for the three and nine-month periods ended September 30, 2002 and 2001 is summarized as follows:
Three Months ended Nine Months ended ------------------------------ ------------------------------ 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Revenues: ACSTAR Bonding $ 1,474,778 1,244,332 $ 4,153,161 4,219,383 United Coastal Liability Insurance 1,325,337 1,421,332 3,902,317 4,703,309 ACMAT Contracting 4,659,808 5,160,712 18,146,756 13,400,210 ------------ ------------ ------------ ------------ $ 7,459,923 7,826,376 $ 26,202,234 22,322,902 ============ ============ ============ ============ Operating Earnings (Loss): ACSTAR Bonding 408,005 408,653 $ 769,363 1,558,298 United Coastal Liability Insurance 517,111 624,304 13,308 2,100,693 ACMAT Contracting (191,882) 263,457 (1,700,648) 816,023 ------------ ------------ ------------ ------------ $ 733,234 1,296,414 $ (917,977) 4,475,014 ============ ============ ============ ============ Depreciation and Amortization: ACSTAR Bonding $ 86,001 155,749 $ 284,422 461,826 United Coastal Liability Insurance 48,897 73,165 149,312 235,588 ACMAT Contracting 142,079 193,651 375,442 549,258 ------------ ------------ ------------ ------------ $ 276,977 422,565 $ 809,176 1,246,672 ============ ============ ============ ============
Identifiable Assets: September 30, 2002 December 31, 2001 ------------------ ----------------- ACSTAR Bonding $ 55,054,337 48,282,555 United Coastal Liability Insurance 48,760,886 42,801,086 ACMAT Contracting 18,736,988 18,379,815 ------------ ----------- $122,517,211 109,463,456 ============ ===========
11 The components of revenue for each segment for the three and nine-month periods ended September 30, 2002 and 2001 are as follows:
Three Months Ended Nine Months Ended ------------------------------ ------------------------------ 2002 2001 2002 2001 ------------ ------------ ------------ ------------ ACSTAR Bonding: Premiums $ 1,266,436 918,374 $ 3,277,830 2,978,740 Investment income, net 406,039 397,567 1,074,423 1,176,840 Capital gains 14,984 16,239 14,747 146,085 Other income (expense) (212,681) (87,848) (213,839) (82,282) ------------ ------------ ------------ ------------ $ 1,474,778 1,244,332 $ 4,153,161 4,219,383 ============ ============ ============ ============ United Coastal Liability Insurance: Premiums $ 854,356 884,105 $ 2,440,839 2,764,726 Investment income, net 460,747 510,546 1,426,811 1,772,555 Capital gains/(losses) (1,412) 16,788 15,787 151,657 Other income 11,646 9,893 18,880 14,371 ------------ ------------ ------------ ------------ $ 1,325,337 1,421,332 $ 3,902,317 4,703,309 ============ ============ ============ ============ ACMAT Contracting: Contract revenues $ 3,642,953 4,290,636 $ 15,444,552 10,729,787 Investment income, net 3,019 7,081 86,684 33,683 Intersegment revenue: Rental income 305,342 305,340 980,661 972,452 Underwriting services, agency commissions and funds administration services 336,698 273,785 900,782 1,018,438 Other income 371,796 283,870 734,077 645,850 ------------ ------------ ------------ ------------ $ 4,659,808 5,160,712 $ 18,146,756 13,400,210 ============ ============ ============ ============
The following is a reconciliation of segment totals for revenue and operating income to corresponding amounts in the Company's statement of earnings:
Three Months Ended Nine Months Ended ------------------------------ ------------------------------ 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Revenue: Total revenue for reportable segments $ 7,459,923 7,826,376 $ 26,202,234 22,322,902 Life insurance proceeds, net -- -- 3,348,903 -- Intersegment eliminations (598,780) (536,245) (1,758,669) (1,860,776) ------------ ------------ ------------ ------------ $ 6,861,143 7,290,131 $ 27,792,468 20,462,126 ============ ============ ============ ============ Operating Earnings: Total operating earnings (loss) for reportable segments $ 733,234 1,296,414 $ (917,977) 4,475,014 Interest expense (474,411) (693,965) (1,517,493) (2,037,811) Life insurance proceeds, net -- -- 3,348,903 -- Other operating expenses -- (41,875) -- (284,012) ------------ ------------ ------------ ------------ $ 258,823 560,574 $ 913,433 2,153,191 ============ ============ ============ ============
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. 12 ACMAT CORPORATION Item 2: Management's Discussion and Analysis of Financial Conditions and Results of Operations CONSOLIDATED RESULTS OF OPERATIONS: Net earnings were $868,596 for the three months ended September 30, 2002 compared to $418,630 for the same period a year ago. Net earnings for the nine months ended September 30, 2002 were $2,412,068 compared to $1,440,493 for the nine months ended September 30, 2001. The increase in net earnings reflects the net affect of life insurance proceeds, net of the related obligations, due to the death of the Chairman and President of the Company and the related tax benefits offset by an increase to loss reserves due to adverse development in prior years, additional remediation expenses incurred on a construction project that significantly exceeded the original estimate and lower capital gains. Revenues were $6,861,143 for the three months ended September 30, 2002 compared to $7,290,131 for the same period in 2001. Revenues were $27,792,468 for the nine months ended September 30, 2002 compared to $20,462,126 for the same period in 2001. Earned premiums were $2,120,792 for the three months ended September 30, 2002 compared to $1,802,479 for the same period a year ago. Earned premiums were $5,718,669 for the nine months ended September 30, 2002 compared to $5,743,466 for the same period in 2001. Contract revenues were $3,642,953 for the three months ended September 30, 2002 compared to $4,290,636 for the same period a year ago. Contract revenues were $15,444,552 for the nine months ended September 30, 2002 compared to $10,729,787 for the nine months ended September 30, 2001. The 2002 increase in contract revenue reflects an increase in contract revenue compared to 2001 due to timing of three large projects in 2002. Investment income was $913,065 for the three months ended September 30, 2002 compared to $958,074 for the same period in 2001. Investment income was $2,710,692 for the nine months ended September 30, 2002 compared to $3,113,192 for the same period in 2001. The decrease in investment income was primarily related to a decrease in the yield on invested assets offset in part by an increase in invested assets. Net realized capital gains for the three months ended September 30, 2002 were $13,572 compared to realized capital gains of $33,027 for the same period a year ago. Net realized capital gains were $30,534 for the nine months ended September 30, 2002 compared to net realized capital gain of $297,742 for the same period a year ago. Life insurance proceeds reflect the net proceeds of several key-man life insurance policies totaling approximately $8,800,000. In addition, the Company incurred certain obligations, previously approved by the Board of Directors, totaling approximately $5,500,000. These obligations for consulting fees, widow's compensation and unused vacation pay were due only to the extent that sufficient proceeds existed from the life insurance policies at the time of Mr. Nozko's death. Other income was $170,761 for the three months ended September 30, 2002 compared to $205,915 for the same period in 2001. Other income was $539,118 for the nine months ended September 30, 2002 compared to $577,939 for the nine months ended September 30, 2001. Other income consists primarily of rental income. Losses and loss adjustment expenses were $509,595 for the three months ended September 30, 2002 compared to $404,576 for the same period a year ago. Losses and loss adjustment expenses were $3,587,818 for the nine months ended September 30, 2002 compared to $1,175,612 for the same period a year ago. The increase in losses and loss adjustment expenses in 2002 is attributable to the strengthening of loss reserves due to adverse development in prior years. During the nine-month period ended September 30, 2002, the Company increased reserves by a net amount of $2,220,000. Amortization of policy acquisition costs were $508,854 for the three months ended September 30, 2002 compared to $482,678 for the same period in 2001. Amortization of policy acquisition costs were $1,357,673 for the nine months ended September 30, 2002 compared to $1,458,679 for the nine months ended September 30, 2001. Amortization of policy acquisition costs reflects decreased commissions paid to agents and brokers. Costs of contract revenues were $3,921,885 for the three months ended September 30, 2002 compared to $4,022,606 for the same period a year ago, representing gross profit (loss) margins of (7.7)% and 6.2%, respectively. Costs of contract revenues were $16,533,797 for the nine months ended September 30, 2002 compared to $9,694,220 for the same period a year ago, representing gross profit (loss) margins of (7.1)% and 9.7%, respectively. The Company incurred additional remediation expenses on a construction project that significantly exceeded the original estimate and cost overruns on several other projects. Gross margin fluctuates each year based upon the profitability of specific projects. General and administrative expenses were $1,187,575 for the three months ended September 30, 2002 compared to $1,125,732 for the same period a year ago. The increase in general and administrative expense for the quarter ended September 30, 2002 increased compared to 2001 is due primarily to a bad debt expense. General and administrative expenses were $3,882,254 for the nine months ended September 30, 2002 compared to $3,942,613 for the nine months ended September 30, 2001. The decrease in the nine month general and administrative expenses in 2002 compared to 2001 is due primarily to no further amortization expense related to intangibles. 13 Interest expense was $474,411 for the three months ended September 30, 2002 compared to $693,965 for the same period in 2001. Interest expense was $1,517,493 for the nine months ended September 30, 2002 compared to $2,037,811 for the same period a year ago. The decrease in interest expense is due to the decrease in long-term debt and replacement of high interest bearing debt with lower interest bearing debt. Income tax benefit was $609,773 for the three months ended September 30, 2002 compared to income tax expense of $141,944 for the same period a year ago representing effective tax rates of (236)% and 25.3%, respectively. Income tax benefit was $1,498,635 for the nine months ended September 30, 2002 compared to income tax expense of $712,698 for the same period a year ago, representing effective tax rates of (164)% and 33.1%, respectively. The change in the effective rate is primarily due to the recognition of net life insurance proceeds during 2002 which are exempt for income tax purposes. Results of Operations by Segment:
ACSTAR BONDING: Three Months ended September 30, Nine Months ended September 30, ---------------------------- ---------------------------- 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Revenue $1,474,778 1,244,332 4,153,161 4,219,383 Operating Earnings $ 408,005 408,653 769,363 1,558,298
Revenues for the ACSTAR Bonding segment were $1,474,778 for the three months ended September 30, 2002 compared to $1,244,332 for the same period in 2001. Revenues for the ACSTAR Bonding segment were $4,153,161 for the nine months ended September 30, 2002 compared to $1,320,086 for the nine months ended September 30, 2001. Net written premiums were $3,347,019 for the three months ended September 30, 2002 compared to $855,858 for the three months ended September 30, 2001. Net written premiums were $3,569,767 for the nine months ended September 30, 2002 compared to $2,682,809 for the same period a year ago. Earned premiums were $1,266,436 for the three months ended September 30, 2002 compared to $918,374 for the three months ended September 30, 2001. Earned premiums were $3,277,830 for the nine months ended September 30, 2002 compared to $2,978,740 for the nine months ended September 30, 2001. Also included in 2002 revenues is payment of $212,292 to ACMAT Contracting for funds administration for ACSTAR. The increase in net written premiums for the three and nine months ended September 30, 2002 as compared to the three and nine months ended September 30, 2001 reflect the impact of the favorable insurance rate market. ACSTAR has experienced a significant increase in business opportunities over the past twelve months that meet ACSTAR's underwriting standards. Investment income was $406,039 for the three months ended September 30, 2002 compared to $397,567 for the same period a year ago. Investment income was $1,074,423 for the nine months ended September 30, 2002 compared to $1,176,840 for the nine months ended September 30, 2001. The investment income reflects an increase in invested assets partially offset by a decrease in the effective yield on those invested assets. Operating earnings for the ACSTAR Bonding segment were $408,005 for the three months ended September 30, 2002 compared to $408,653 for the same period in 2001. Operating earnings for the nine months ended September 30, 2002 were $769,363 compared to $1,558,298 for the nine months ended September 30, 2001. The operating earnings for the nine months ended September 30, 2002 reflect the addition of $500,000, net of recoveries, to loss reserves for adverse development in prior years. Losses and loss adjustment expenses were $253,287 for the three months ended September 30, 2002 compared to $139,344 for the same period a year ago. Losses and loss adjustment expenses were $1,155,566 for the nine months ended September 30, 2002 compared to $346,195 for the same period a year ago. The increase in losses and loss adjustment expenses for the nine months ended September 30, 2002 reflects the emergence of adverse loss trends in the current year and strengthening of loss reserves due to adverse development in prior years partially offset by one-time salvage recovery of $1,677,851. As a result of this strengthening, the Company increased ACSTAR reserves by a net amount of $500,000. Amortization of policy acquisition costs were $471,992 for the three months ended September 30, 2002 compared to $371,666 for the same period in 2001. Amortization of policy acquisition were $1,271,400 for the nine months ended September 30, 2002 compared to $1,248,325 for the same period a year ago. General and administrative expenses were $341,494 for the three months ended September 30, 2002 compared to $324,669 for the same period a year ago. General and administrative expenses were $956,832 for the nine months ended September 30, 2002 compared to $1,066,565 for the same period a year ago. The decrease in general and administrative expenses is due primarily to no further amortization expense related to intangibles and a one-time rent recovery from an affiliate. 14 UNITED COASTAL LIABILITY INSURANCE:
Three Months ended September 30, Nine Months ended September 30, ---------------------------- ---------------------------- 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Revenue $1,325,337 1,421,332 $3,902,317 4,703,309 Operating Earnings $ 517,111 624,304 $ 13,308 2,100,693
Revenues for the United Coastal Liability Insurance segment were $1,325,337 for the three months ended September 30, 2002 compared to $1,421,332 for the same period in 2001. Revenues for the United Coastal Liability Insurance segment were $3,902,317 for the nine months ended September 30, 2002 compared to $4,703,309 for the nine months ended September 30, 2001. Net written premiums were $1,009,869 for the three months ended September 30, 2002 compared to $1,175,258 for the three months ended September 30, 2001. Net written premiums were $2,980,704 for the nine months ended September 30, 2002 compared to $3,122,490 for the same period a year ago. Earned premiums were $854,356 for the three months ended September 30, 2002 compared to $884,105 for the three months ended September 30, 2002. Earned premiums were $2,440,839 for the nine months ended September 30, 2002 compared to $2,764,726 for the nine months ended September 30, 2001. Investment income was $460,747 for the three months ended September 30, 2002 compared to $510,546 for the same period a year ago. Investment income was $1,426,811 for the nine months ended September 30, 2002 compared to $1,772,555 for the nine months ended September 30, 2001. The decrease in investment income was primarily related to a decrease in the effective yield on invested assets and a decrease in the amount of invested assets. Net realized capital losses were $1,412 for the three months ended September 30, 2002, as compared to realized capital gains of $16,788 for the same period a year ago. Net realized capital gains were $15,787 for the nine months ended September 30, 2002 as compared to realized capital gains of $151,657. Operating earnings for the United Coastal Liability Insurance segment were $517,111 for the three months ended September 30, 2002 as compared to $624,304 for the same period in 2001. Operating earnings for the nine months ended September 30, 2002 were $13,308 compared to $2,100,693 for the nine months ended September 30, 2001. The decrease in 2002 operating earnings compared to 2001 operating earnings is due primarily to a decrease in earned premiums and investment income, as well as the addition of $1,700,000 to loss reserves for adverse development in prior years. Losses and loss adjustment expenses were $256,308 for the three months ended September 30, 2002 compared to $265,232 for the same period a year ago. Losses and loss adjustment expenses were $2,432,252 for the nine months ended September 30, 2002 compared to $829,417 for the same period a year ago. The increase in losses and loss adjustment expenses for the nine months ended September 30, 2002 is attributable to the strengthening of loss reserves due to adverse development in prior years. During the three-month period ended March 31, 2002, the Company increased United Coastal reserves by a net amount of $1,700,000. Amortization of policy acquisition costs were $268,012 for the three months ended September 30, 2002 as compared to $293,905 for the same period in 2001. Amortization of policy acquisition were $694,985 for the nine months ended September 30, 2002 compared to $936,575 for the same period a year ago. The decrease in amortization of policy acquisition costs is primarily attributable to the decrease in earned premiums and lower commission costs. General and administrative expenses were $283,096 for the three months ended September 30, 2002 compared to $237,891 for the same period a year ago. General and administrative expenses were $761,772 for the nine months ended September 30, 2002 compared to $836,624 for the same period a year ago. The decrease in general and administrative expenses for the nine month period ended September 30, 2002 is due primarily to a reduction in rent expense from a one-time rent recovery from an affiliate.
ACMAT CONTRACTING: Three Months ended September 30 Nine Months ended September 30, --------------------------------- --------------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Revenue $ 4,659,808 5,160,712 $ 18,146,756 13,400,210 Operating Earnings $ (191,882) 263,457 $ (1,700,648) 816,023
Revenues for the ACMAT Contracting segment were $4,659,808 for the three months ended September 30, 2002 compared to $5,160,712 for the same period in 2001. Revenues were $18,146,756 for the nine months ended September 30, 2002 compared to $13,400,210 for the same period a year ago. The 2002 increase in revenue reflects an increase in contract revenues compared to 2001 due to the timing of three large projects in 2002. Contract revenue is difficult to predict and depends greatly on the successful securement of contracts bid. Included in revenues is receipt of $212,292 from AcStar Bonding for fund administration services. 15 Operating losses for the ACMAT Contracting segment were $191,882 for the three months ended September 30, 2002 compared to operating earnings of $263,457 for the same period a year ago. Operating losses were $1,700,648 for the nine months ended September 30, 2002 compared to operating earnings of $816,023 for the nine months ended September 30, 2001. The decrease in 2002 operating earnings compared to 2001 operating earnings is due primarily to additional remediation expenses incurred on a construction project that significantly exceeded the original budget and cost overruns on several other projects. Cost of contract revenues were $3,921,885 for the three months ended September 30, 2002 compared to $4,022,606 for the same period in 2001 representing gross profit/loss margins of (7.7)% and 6.2%, respectively. Cost of contract revenues were $16,533,797 for the nine months ended September 30, 2002 compared to $9,694,220 for the same period a year ago, representing gross profit/loss margins of (7.1)% and 9.7%, respectively. Gross margin fluctuates each year based upon the profitability of specific projects. The decrease in gross margin for three months and nine months is primarily due to cost overruns and additional remediation expenses, respectively. Contract backlog at September 30, 2002 was approximately $1,200,000 compared to approximately $10,000,000 at September 30, 2001. General and administrative expenses were $929,805 for the three months ended September 30, 2002 compared to $874,649 for the same period a year ago. General and administrative expenses were $3,313,607 for the nine months ended September 30, 2002 compared to $2,889,967 for the same period a year ago. The increase in general and administrative expense is primarily due to a one-time return of rental income to affiliates collected on their behalf. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES: Reserves for losses and loss adjustment expenses are established with respect to both reported and incurred but not reported claims for insured risks. The amount of loss reserves for reported claims is primarily based upon a case-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the policy provisions relating to the type of claim. As part of the reserving process, historical data is reviewed and consideration is given to the anticipated impact of various factors such as legal developments and economic conditions, including the effects of inflation. Reserves are monitored and evaluated periodically using current information on reported claims. Management believes that the reserves for losses and loss adjustment expenses at September 30, 2002 are adequate to cover the unpaid portion of the ultimate net cost of losses and loss adjustment expenses, including losses incurred but not reported. Reserves for losses and loss adjustment expenses are estimates at any given point in time of what the Company may have to pay ultimately on incurred losses, including related settlement costs, based on facts and circumstances then known. The Company also reviews its claim reporting patterns, loss experience, risk factors and current trends and considers their effect in the determination of estimates of incurred but not reported reserves. Ultimate losses and loss adjustment expenses are affected by many factors which are difficult to predict, such as claim severity and frequency, inflation levels and unexpected and unfavorable judicial rulings. Reserves for surety claims also consider the amount of collateral held as well as the financial strength of the principal and its indemnitors. The Company's insurance subsidiaries loss ratios under generally accepted accounting principles ("GAAP") were 24.0% and 22.4% for the three-month period ended September 30, 2002 and 2001, respectively. The increase in losses and loss adjustment expenses is attributable to the emergence of loss trends in the current year. The Company's insurance subsidiaries' expense ratios under GAAP were 64.4% and 66.0% for the three-month period ended September 30, 2002 and 2001, respectively. The decrease in the 2002 expense ratio results primarily from the decrease in commissions paid and one-time rental income recovered from an affiliate. The Company's insurance subsidiaries' combined ratios under GAAP were 88.4% and 88.5% for the three-month period ended September 30, 2002 and 2001, respectively. The Company's insurance subsidiaries' loss ratios under generally accepted accounting principles ("GAAP") were 62.7% and 20.5% for the nine-month periods ended September 30, 2002 and 2001, respectively. The increase in losses and loss adjustment expenses is attributable to the strengthening of loss reserves due to adverse development in prior years and emergence of loss trends in the current year. During the three-month period ended March 31, 2002, the Company increased reserves by a net amount of $2,200,000. The Company's insurance subsidiaries' expense ratios under GAAP were 64.4% and 69.9% for the nine month period ended September 30, 2002 and 2001, respectively. The decrease in the 2002 expense ratio results primarily from the decrease in commissions paid. The Company's insurance subsidiaries' combined ratios under GAAP were 127.1% and 90.4% for the nine-month period ended September 30, 2002 and 2001, respectively. LIQUIDITY AND CAPITAL RESOURCES: The Company internally generates sufficient funds for its operations and maintains a relatively high degree of liquidity in its investment portfolio. The primary sources of funds to meet the demands of claim settlements and operating expenses are premium collections, investment earnings and maturing investments. The Company has no material commitments for capital expenditures and, in the opinion of management, has adequate sources of liquidity to fund its operations over the next year. ACMAT, exclusive of its subsidiaries, has incurred negative cash flows from operating activities primarily because of interest expense related to notes payable and long-term debt incurred by ACMAT to acquire and capitalize its insurance subsidiaries and to repurchase Company stock. 16 ACMAT's principal sources of funds are dividends from its wholly-owned subsidiaries, intercompany and short-term borrowings, insurance underwriting fees from its subsidiaries, construction contracting operations and rental income. Management believes that these sources of funds are adequate to service its indebtedness. The Company provided cash flow from operations of $8,673,243 for the nine-month period ended September 30, 2002 compared to $530,521 for the same period in 2001. Net cash flows provided by operations in 2002 were primarily from life insurance proceeds and cash collateral. Substantially all of the Company's cash flow was used to repay long-term debt, repurchase stock and purchase investment securities. 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 used for investing activities in the first nine-months of 2002 amounted to $4,026,036 compared to net cash provided by investing activities of $3,059,498 for the same period in 2001. Purchases of investments are made based upon excess cash available after the payment of losses and loss adjustment expenses and other operating and non-operating expenses. The terms of the Company's note agreements contain limitations on payment of cash dividends, re-acquisition of shares, borrowings and investments and require maintenance of specified ratios and minimum net worth levels, including cross default provisions. The Company is in compliance with all covenants at September 30, 2002. The Company maintains a short-term unsecured bank credit line totaling $10 million to fund interim cash requirements. There were no borrowings under this line of credit as of September 30, 2002. During the nine-month period ended September 30, 2002, the Company purchased, in the open market and privately negotiated transactions, 4,234 shares of Common Stock at an average price of $19.00 per share. During the nine-month period ended September 30, 2002, the Company also purchased, in the open market and privately negotiated transactions, 9,500 shares of its Class A Stock at an average price of $9.78 per share. The Company's principal source of cash for repayment of long-term debt is from dividends from its two insurance companies. Under applicable insurance regulations, ACMAT's insurance subsidiaries are restricted as to the amount of dividends they may pay to their respective holding companies, without the prior approval of their domestic State insurance department. The amount of dividends ACMAT's insurance subsidiaries may pay, without prior approval of their domestic State insurance departments, are limited to approximately $5,932,000 in 2002. REGULATORY ENVIRONMENT Risk-based capital requirements are used as early warning tools by the National Association of Insurance Commissioners and the states to identify companies that require further regulatory action. The ratio for each of the Company's insurance subsidiaries as of September 30, 2002 was above the level which might require regulatory action. CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS: Contractual obligations at September 30, 2002 include the following:
Payment due by Period Total 2002 2003/2004 2005/2006 After 2006 ----------- ----------- ----------- ----------- ----------- Long-Term Debt (principal) $22,137,386 $ 426,281 $ 3,780,440 $ 3,757,961 $14,172,704
The Company also has cash collateral of $21,997,877 at September 30, 2002, which it would be required to return at the end of expiration of applicable bond period subject to any claims. 17 Part II - Other Information Item 4 - Controls and Procedures The Company maintains a system of internal controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Within the 90-day period prior to the date of this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to ACMAT Corporation (including its consolidated subsidiaries) required to be included in this quarterly report on Form 10-Q. There have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date that we carried out our evaluation. Item 6 - Exhibits and Reports on Form 8-K a. Exhibits: 99.1 Certification of Chief Executive Officer 99.2 Certification of Chief Financial Officer b. Report on Form 8-K - None 18 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ACMAT CORPORATION Date: November 14, 2002 /s/ Henry W. Nozko, Jr. ------------------------- Henry W. Nozko, Jr., President, Chairman Chief Executive Officer, and Treasurer Date: November 14, 2002 /s/ Michael P. Cifone ----------------------- Michael P. Cifone, Senior Vice President (Principal Financial and Accounting Officer) 19 CERTIFICATION I, Henry W. Nozko, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of ACMAT Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. ACMAT's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for ACMAT and we have: a) designed such disclosure controls and procedures to ensure that material information relating to ACMAT, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of ACMAT's disclosure controls and procedures as of a date within 90 days prior to filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the board of directors; a) all significant deficiencies in the design or operation of internal controls which could adversely affect ACMAT's ability to record, process, summarize and report financial data and have identified for ACMAT's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. ACMAT's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Henry W. Nozko, Jr. ______________________________ Chief Executive Officer CERTIFICATION I, Michael P. Cifone, certify that: 1. I have reviewed this quarterly report on Form 10-Q of ACMAT Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. ACMAT's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for ACMAT and we have: a) designed such disclosure controls and procedures to ensure that material information relating to ACMAT, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of ACMAT's disclosure controls and procedures as of a date within 90 days prior to filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the board of directors; a) all significant deficiencies in the design or operation of internal controls which could adversely affect ACMAT's ability to record, process, summarize and report financial data and have identified for ACMAT's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. ACMAT's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Michael P. Cifone ______________________________ Chief Financial Officer