<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934 For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___ to ___
Commission file number 0-6234
ACMAT CORPORATION
Connecticut 06-0682460
(State of Incorporation) (I.R.S. Employer Identification No.)
233 Main Street, New Britain, Connecticut 06050-2350
(Address of principal executive offices)
Registrant's telephone number including area code: (860) 229-9000
NONE
(Former name, former
address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares outstanding
Title of Class at July 31, 1997
- -------------- ----------------
Common Stock 598,157
Class A Stock 2,767,123
<PAGE> 2
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION PAGE
Item 1.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 Condition and Results of Operations 9
Part II OTHER INFORMATION
Item 4.Submission of Matters to a Vote of Security Holders 13
Item 6.Exhibits and Reports on Form 8-K 13
Signatures 14
2
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Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Financial Statements
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, 1997 December 31,1996
------------- ----------------
<S> <C> <C>
Assets
- ------
Investments:
Fixed maturities-available for sale, at market (Cost of 116,759,029 in 1997
and 93,397,819 in 1996) 116,709,789 93,511,048
Equity securities, at market value (Cost $505,262 in 1997 and $5,262 in
(1996) 513,409 10,573
Limited partnership investment, at market value (Cost $1,382,463 in 1997
and $1,086,630 in 1996) 1,678,297 1,439,174
Short-term investments, at cost which approximates market 17,184,075 46,969,137
------------ ------------
Total investments 136,085,570 141,929,932
Cash 2,197,753 2,187,227
Accrued interest receivable 1,820,115 1,567,761
Reinsurance recoverable 3,421,229 3,841,001
Receivables, net 8,734,154 8,381,590
Prepaid expenses 213,057 206,562
Deferred income taxes 2,428,616 2,285,883
Property & equipment, net 13,363,023 13,553,114
Deferred policy acquisition costs 2,342,604 2,905,875
Other assets 3,404,062 3,951,946
Intangibles, net 3,385,349 3,548,675
------------ ------------
177,395,532 $184,359,566
============ ============
Liabilities & Stockholders' Equity
Notes payable to banks 6,000,000 13,200,000
Accounts payable 1,393,722 1,873,611
Reserves for losses and loss adjustment expenses 48,466,842 47,960,084
Unearned premiums 10,348,743 12,341,642
Collateral held 20,316,182 21,830,566
Accrued liabilities 1,487,745 1,404,821
Income taxes 217,816 239,019
Long-term debt 49,646,209 35,807,419
------------ ------------
Total liabilities 137,877,259 134,657,162
Stockholders' Equity:
Common Stock (No Par Value; 3,500,000 Shares Authorized; 598,357 and
600,257 Shares Issued and Outstanding) 598,357 600,257
Class A Stock (No Par Value; 10,000,000 Shares Authorized; 2,816,492
and 3,488,860 Shares Issued and Outstanding) 2,816,492 3,488,860
Additional paid-in capital -- 8,407,877
Retained earnings 35,935,296 36,894,494
Net unrealized gain on securities 168,128 310,916
------------ ------------
Total stockholders' equity 39,518,273 49,702,404
------------ ------------
177,395,532 $184,359,566
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
3
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ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
<TABLE>
<CAPTION>
Three months ended, Six months ended,
June 30, June 30,
----------------------------- -----------------------------
1997 1996 1997 1996
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Earned premiums 4,633,176 5,663,800 9,110,414 10,307,832
Contract revenues 1,818,381 2,703,736 3,591,515 4,690,418
Investment income, net 2,038,297 1,577,588 3,836,067 3,226,615
Net realized capital gains 5,396 12,400 40,952 4,612
Other income 146,815 125,803 326,926 312,823
---------- ----------- ---------- -----------
8,642,065 10,083,327 16,905,874 18,542,300
---------- ----------- ---------- -----------
Losses and loss adjustment expenses 1,389,953 1,699,139 2,733,124 3,092,349
Amortization of policy acquisition costs 905,826 1,014,681 1,768,880 1,688,937
Cost of contract revenues 1,636,391 2,461,358 3,297,053 4,368,233
Selling, general and administrative expenses 1,394,871 1,387,932 2,855,884 2,707,853
Interest expense 1,365,372 1,310,915 2,685,656 2,543,298
---------- ----------- ---------- -----------
6,692,413 7,874,025 13,340,597 14,400,670
---------- ----------- ---------- -----------
Earnings before income taxes and minority
interests 1,949,652 2,209,302 3,565,277 4,141,630
Income taxes
Federal 525,237 517,830 971,636 965,290
State 15,000 35,000 35,000 70,000
---------- ----------- ---------- -----------
540,237 552,830 1,006,636 1,035,290
---------- ----------- ---------- -----------
Earnings before minority interests 1,409,415 1,656,472 2,558,641 3,106,340
Minority interest -- (326,141) -- (635,895)
---------- ----------- ---------- -----------
Net earnings 1,409,415 1,330,331 2,558,641 2,470,445
========== =========== ========== ===========
Net earnings per share and equivalent share .39 .44 .69 .77
Net earnings per share - assuming full dilution
.34 .33 .62 .60
Weighted average shares outstanding 3,583,841 3,053,044 3,715,523 3,226,468
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
ACMAT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Net
Common Class A unrealized
stock stock Additional gains Total
par par paid-in Retained (losses) stockholders'
value value capital earnings on securities equity
----- ----- ------- -------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance as of December 31, 1995 $ 642,464 $ 2,665,836 $ 1,921,100 $ 31,601,383 $ 756,476 $ 37,587,259
Acquisition and Retirement of
8,124 Shares of Common Stock (8,124) -- (126,925) -- -- (135,049)
Acquisition and Retirement of
483,250 Shares of Class A Stock -- (483,250) (5,394,166) (402,772) -- (6,280,188)
Issuance of 399,999 Shares of -- 399,999 3,599,991 -- -- 3,999,990
Class A Stock
Net Unrealized Losses on Debt
and Equity Securities -- -- -- -- (260,790) (260,790)
Net Earnings -- -- -- 2,470,445 -- 2,470,445
--------- ----------- ------------ ------------ ----------- ------------
Balance as of June 30, 1996 $ 634,340 $ 2,582,585 $ -- $ 33,669,056 $ 495,686 $ 37,381,667
========= =========== ============ ============ =========== ============
Balance as of December 31, 1996 $ 600,257 $ 3,488,860 $ 8,407,877 $ 36,894,494 $ 310,916 $ 49,702,404
Acquisition and retirement of
1,900 Shares of Common Stock (1,900) -- (37,396) -- (39,296)
Acquisition and retirement of
1,185,868 Shares of Class A Stock -- (1,185,868) (12,800,481) (3,517,839) -- (17,504,188)
Issuance of 450,000 Shares -- 450,000 4,050,000 -- -- 4,500,000
of Class A Stock
Issuance of 63,500 shares of -- 63,500 380,000 -- -- 443,500
Class A Stock pursuant to stock
options
Net Unrealized Appreciation -- -- -- -- (142,788) (142,788)
of Equity Securities
Net Earnings -- -- -- 2,558,641 -- 2,558,641
--------- ----------- ------------ ------------ ----------- ------------
Balance as of June 30, 1997 $ 598,357 $ 2,816,492 $ -- 35,935,296 168,128 39,518,273
========= =========== ============ ============ =========== ============
</TABLE>
See Notes to Consolidated Financial Statements.
5
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ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 2,558,641 2,470,445
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization 758,386 944,705
Minority interest -- 635,895
Net realized capital gains (40,952) (4,612)
Changes in:
Accrued interest receivable (252,354) (63,218)
Reinsurance recoverable 419,772 205,414
Receivables, net (352,564) (1,714,564)
Deferred policy acquisition costs 563,271 26,340
Prepaid expenses and other assets 504,975 452,768
Accounts payable and accrued liabilities (396,965) (94,497)
Collateral held (1,514,384) 1,639,195
Reserves for losses and loss adjustment expenses 506,758 1,502,425
Income taxes, net (90,377) 481,383
Unearned premiums (1,992,899) 7,564
------------ -----------
Net cash provided by operating activities 671,308 6,489,243
------------ -----------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 17,577,826 4,370,628
Fixed maturities-matured 14,630,000 31,096,500
Equity securities -- 20,000
Short term investments 104,665,070 40,723,865
Purchases of:
Fixed maturities (55,823,507) (34,484,821)
Equity securities (500,000) (255,262)
Short-term investments (74,880,008) (47,447,139)
Limited Partnership Investment Adjustment (295,833) 11,360
Capital expenditures (73,138) (74,997)
------------ -----------
Net cash provided by (used for) investing activities 5,300,410 (6,039,866)
------------ -----------
Cash flows from financing activities:
Borrowings under line of credit 2,000,000 8,700,000
Payments under line of credit (9,200,000) (3,500,000)
Repayments on long-term debt (2,161,208) (877,566)
Issuance of long-term debt 8,500,000 2,500,000
Issuance of Class A Stock 443,500
Payments for acquisition & retirement of stock (5,543,484) (6,415,237)
------------ -----------
Net cash provided by (used for) financing activities (5,961,192) 407,197
------------ -----------
Net increase in cash 10,526 856,574
Cash at beginning of period 2,187,227 5,120,375
------------ -----------
Cash at end of period $ 2,197,753 5,976,949
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements.
6
<PAGE> 7
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, 1996.
(2) Earnings Per Share
The earnings per share and share equivalent were computed by dividing net
earnings by the weighted average number of Common and Class A shares outstanding
of 3,715,523 and 3,226,468 for 1997 and 1996, respectively, and includes the
common stock equivalency of outstanding options, if dilutive. The number of
shares was also increased by the number of shares issuable on the exercise of
options when the market price of the stock exceeded the exercise price of the
option. This increase in the number of shares was reduced by the number of
shares which are assumed to have been purchased with the proceeds from the
exercise of the option; these purchases were assumed to have been made at the
average price of the common stock during that part of the period when the market
price of the common stock exceeded the exercise price of the option.
Earnings per share - assuming full dilution was determined on the assumptions
that the convertible notes were converted and the options were exercised at the
beginning of the period. As to the debentures, net earnings were adjusted for
the interest expense, net of its tax effect. As to the options, outstanding
shares were increased as described above, except that purchases were assumed to
have been made at the period-end price of the shares as it was higher than the
average price during the period.
(3) Supplemental Cash Flow Information
Income taxes paid during the six months ended June 30, 1997 and 1996 were
$1,097,012 and $553,907 respectively, and interest paid for the six months ended
June 30, 1997 and 1996 were $2,201,064 and $2,580,161, respectively.
On February 5, 1997, the Company issued 450,000 shares of Class A stock at $10
per share pursuant to the conversion options of the Convertible Senior Notes to
AIG Life Insurance Company and American International Life Assurance Company of
New York.
During the first six months of 1996, the Company also issued 399,999 shares of
Class A Stock at $10 per share pursuant to the conversion options of the
Convertible Senior Notes. The issuance of stock pursuant to the conversion
option of the Convertible Senior Notes is a non-cash transaction that is not
reflected in the Statements of Cash Flows.
(4) Stock Transaction
On February 5, 1997, ACMAT Corporation purchased 1,099,996 shares of its own
Class A Stock from AIG Life Insurance Company (366,663 shares) and American
International Life Assurance Company of New York, (733,333). The shares were
purchased at an average price of $14.70 per share for a total purchase price of
$16,174,942.
The purchase price of $16,174,942 consisted of $4,174,942 in cash and promissory
notes totaling $12,000,000. The promissory notes are with AIG Life Insurance
Company and American International Life Assurance Company of New York and are
payable over eight years with interest at prime rate (8-1/4%). The interest rate
is equal to the prime rate, however, it shall not exceed 9-1/4% and it shall not
be less than 7-1/4%. The purchase of stock with the $12,000,000 promissory notes
is a non-cash transaction that is not reflected in the Consolidated Statement of
Cash Flows.
7
<PAGE> 8
The 1,099,996 shares of Class A Stock were acquired throughout the past two
years by AIG Life Insurance Company and American International Life Assurance
Company of New York pursuant to the conversion options of the Convertible Senior
Notes.
(5) Application of New Accounting Standards
The Financial Accounting Standards Board has recently issued SFAS No. 128,
"Earnings per Share". This statement simplifies the computation of earnings per
share (EPS) by replacing the presentation of primary EPS with basic EPS. Under
the new statement, dual presentation of basic and diluted EPS is required on the
face of the income statement for entities with complex capital structures. A
reconciliation of the numerator and denominator used in the basic EPS
computation's numerator and denominator is also required. SFAS No. 128 is
effective for financial statements issued for periods ending after December 15,
1997, including interim periods. The Company believes that the effect of the
adoption of SFAS No. 128 will not be material to its disclosure of earnings per
share.
In June 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income". The
objective of SFAS No. 130 is to report comprehensive income which is defined as
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. This
Statement is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods, provided for
comparative purposes, is required.
In June 1997, FASB issued SFAS No. 131, "Financial Reporting for Segments of a
Business Enterprise". SFAS No. 131 was developed jointly by the FASB and the
Accounting Standards Board of the Canadian Institute of Charted Accountants in
response to requests from financial statement users for additional and better
segment information. This statement is effective for periods beginning after
December 15, 1997. In the initial year of application, comparative information
for earlier years is to be restated, unless it is impracticable to do so.
8
<PAGE> 9
ACMAT CORPORATION
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
RESULTS OF OPERATIONS:
Overview
Net earnings were $1,409,415 for the three months ended June 30, 1997 compared
to $1,330,331 for the same period a year ago. Net earnings for the six months
ended June 30, 1997 were $2,558,641 compared to $2,470,445 for the six months
ended June 30, 1996. The increase in net earnings for the three and six-month
periods reflects the full consolidation of ACMAT's insurance company subsidiary
offset in part by a decrease in earned premiums and contract revenues partially
offset by an increase in investment income.
Earned Premiums
Net written premiums were $3,555,254 for the three months ended June 30, 1997
compared to $5,306,302 for the three months ended June 30, 1996. Net written
premiums for the six months ended June 30, 1997 were $7,296,614 compared to
$10,471,383 for the six months ended June 30, 1996. Premiums earned for the
three months ended June 30, 1997 were $4,633,176 as compared to $5,663,800 for
the three months ended June 30, 1996. Premiums earned for the six months ended
June 30, 1997 were $9,110,414 as compared to $10,307,832 for the six months
ended June 30, 1996. The decrease in net written premiums and earned premiums
for the three and six months ended June 30, 1997 compared to the same periods in
1996 is primarily due to a continuing soft insurance market place and a result
of some insurance policies issued with policy duration in excess of twelve
months. Variances in net premiums written have historically occurred due to the
fluctuations in size, number and timing of bonds and policies bound by the
Company. The Company will maintain its existing pricing strategy and high level
of service.
Contract Revenues
Contract revenues were $1,818,381 for the three-month period ended June 30, 1997
compared to $2,703,736 for the same period in 1996. Contract revenues were
$3,591,515 for the six-month period ended June 30, 1997 compared to $4,690,418
for the same period in 1996. Construction revenue is difficult to predict and
depends greatly on the successful securement of contracts bid. The Company's
construction backlog was approximately $9,965,000 at June 30, 1997 compared to
$6,230,000 a year ago.
Investment Income, Net
Net investment income increased to $2,038,297 for the three-month period ended
June 30, 1997 compared to $1,577,588 for the same period in 1996, representing
effective yields of 5.78% and 4.45%, respectively. Net investment income was
$3,836,067 for the six-month period ended June 30, 1997 compared to $3,226,615
for the same period in 1996, representing effective yields of 5.43% and 4.59%,
respectively. The increase in investment income in 1997 over 1996 was due
substantially to higher yields on the portfolio as the result of higher interest
rates obtained on reinvested assets, particularly the increased earnings from
the limited partnership investments. Invested assets, including cash, were
$138,283,323 and $144,117,159 at June 30, 1997 and December 31, 1996,
respectively. The decrease in invested assets is attributable to net cash flow
used to repay debt and repurchase stock offset by net cash flow generated from
written premiums and the reinvestment of investment income.
Net Realized Capital Gains
Realized capital gains were $5,396 for the three-month period ended June 30,
1997 compared to $12,400 for the same period in 1996. Realized capital gains in
the six-month period ended June 30, 1997 were $40,952 compared to $4,612 for the
same period in 1996.
Costs of Contract Revenues
Costs of contract revenues were $1,636,391 for the three-month period ended June
30, 1997 compared to $2,461,358 for the same period a year ago. Costs of
contract revenues increased to $3,297,053 for the six-month period ended June
30, 1997 compared to $4,368,233 for the same period in 1996. Costs of
construction revenues vary from period to period as a function of contract
revenues (See Contract Revenues).
9
<PAGE> 10
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses were $1,389,953 for the three-month period
ended June 30, 1997 compared to $1,699,139 for the same period in 1996. Losses
and loss adjustment expenses were $2,733,124 for the six months ended June 30,
1997 compared to $3,092,349 for the six months ended June 30, 1996. The decrease
in losses and loss adjustment expenses are attributable to the decline in earned
premiums from 1996 to 1997 without any fluctuations in the loss ratios. Losses
and loss adjustment expense reserves represent management's estimate of the
ultimate cost of unpaid losses incurred for these periods relative to premiums
earned.
Amortization of policy acquisition costs
Amortization of policy acquisition costs was $905,826 for the three-month period
ended June 30, 1997 as compared to $1,014,681 for the same period in 1996. For
the six months ended June 30, 1997, amortization of policy acquisition costs was
$ 1,768,880 compared to $1,688,937 for the same period a year ago. Policy
acquisition costs, primarily commissions, are deferred and amortized over the
policy term. The Company's expense ratio increased to 45.4% in 1997 from 42.7%
in 1996 due primarily to a decrease in earned premiums.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,394,871 for the three-month
period ended June 30, 1997 compared to $1,387,932 for the same period in 1996.
Selling, general and administrative expenses were $2,855,884 for the six-month
period ended June 30, 1997 compared to $2,707,853 for the same period in 1996.
The increase in the selling, general and administrative expenses during the
three and six-month periods ended June 30, 1997 is due primarily to an increase
in bad debt expense and in salary expense.
Interest Expense
Interest expense increased to $1,365,372 for the three-month period ended June
30, 1996 compared to $1,310,915 for the same period in 1995. Interest expense
increased to $2,685,656 for the six-month period ended June 30, 1997 compared to
$2,543,298 for the same period in 1996. The increase in interest expense for the
three and six-month periods is due primarily to the increase in short-term
borrowings to purchase stock.
Income Taxes
Income tax expense was $540,237 for the three-month period ended June 30, 1997
compared to $552,830 for the same period in 1996, representing effective Federal
tax rates of 26.9% and 23.4%, respectively. Income tax expense was $1,006,636
for the six-month period ended June 30, 1997 compared to $1,035,290 for the same
period in 1996, representing effective Federal tax rates of 27.3% and 23.3%,
respectively. The Federal effective tax rate fluctuates according to the mix of
tax-exempt and taxable securities held by the Company.
RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
Reserves for losses and loss adjustment expenses are established with respect to
both reported and incurred but not reported claims for insured risks. The amount
of loss reserves for reported claims is primarily based upon a case-by-case
evaluation of the type of risk involved, knowledge of the circumstances
surrounding each claim and the policy provisions relating to the type of claim.
As part of the reserving process, historical data is reviewed and consideration
is given to the anticipated impact of various factors such as legal developments
and economic conditions, including the effects of inflation. Reserves are
monitored and evaluated periodically using current information on reported
claims.
Management believes that the reserves for losses and loss adjustment expenses at
June 30, 1997 are adequate to cover the unpaid portion of the ultimate net cost
of losses and loss adjustment expenses, including losses incurred but not
reported. Reserves for losses and loss adjustment expenses are estimates at any
given point in time of what the Company may have to pay ultimately on incurred
losses, including related settlement costs, based on facts and circumstances
then known. The Company also reviews its claims reporting patterns, past loss
experience, risk factors and current trends and considers their effect in the
determination of estimates of incurred but not reported reserves. Ultimate
losses and loss adjustment expenses are affected by many factors which are
difficult to predict, such as claim severity and frequency, inflation levels and
unexpected and unfavorable judicial rulings. Reserves for surety claims also
consider the amount of collateral held as well as the financial strength of the
principal and its indemnitors.
10
<PAGE> 11
The Company's insurance subsidiaries' loss ratio under generally accepted
accounting principles ("GAAP") was 30.0% for the six-month periods ended June
30, 1997 and 1996. 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 45.4% and 42.7% for the six-month
period ended June 30, 1997 and 1996, respectively. The Company's insurance
subsidiaries' combined ratios under GAAP were 75.4% and 72.7% for the six-month
period ended June 30, 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCE:
The Company generates sufficient funds from its operations and maintains a
relatively high degree of liquidity in its investment portfolio. The primary
source of funds to meet the demands of claim settlements and operating expenses
are premium collections, investment earnings and maturing investments. As of
June 30, 1997, the Company had no material commitments for capital expenditures
and, in the opinion of management of the Company, the Company currently 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 to acquire and capitalize its insurance
subsidiaries. ACMAT has also incurred negative working capital as a result of
holding short-term debt related to stock repurchases.
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 and its construction contracting operations without regard to
any dividends from ACMAT's insurance subsidiaries. ACMAT has recently utilized
short-term borrowing to repurchase its stock. On a long-term basis, ACMAT could
rely, if necessary, on dividends from its insurance subsidiaries to improve its
working capital.
The Company realized cash flow from operations of $671,308 for the six-month
period ended June 30, 1997, compared to $6,489,243 for the same period in 1996.
Net cash flows provided by operations in 1996 were derived principally from
premium collections and the receipt of collateral held.
Purchases of investments are made based upon excess cash available after the
payment of losses and loss adjustment expenses and other operating and
non-operating expenses. The Company's short term investment strategy coincides
with the relatively short maturity of its liabilities which are comprised
primarily of reserves for losses covered by claims-made insurance policies,
reserves related to surety bonds and collateral held for surety obligations.
Net cash provided for investing activities in 1997 amounted to $5,300,410,
compared to net cash used for investing activities of $6,039,866 for the same
period in 1996.
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 June 30, 1997.
The Company maintains a short-term unsecured bank credit line totaling $10.0
million to fund interim cash requirements. There was $6,000,000 outstanding
under this line of credit at June 30, 1997.
During the six-month period ended June 30, 1997, the Company purchased, on the
open market and in privately negotiated transactions, 1,900 shares of its Common
Stock at an average price of $20.68 The Company also purchased, in open market
and privately negotiated transactions, 1,185,868 shares of its Class A Stock at
an average price of $14.76 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 company, without the prior
approval of their domestic state insurance department. The amount of dividends
ACMAT's insurance subsidiaries may pay without prior insurance department
approval, are limited to approximately $7,011,000 in 1997.
11
<PAGE> 12
REGULATORY ENVIRONMENT
Risk-based capital requirements are used as early warning tools by The National
Association of Insurance Commissioners and the states to identify Companies that
require further regulatory action. The ratio for each of the Company's insurance
subsidiaries as of June 30, 1997 was significantly above the level which might
require regulatory action.
12
<PAGE> 13
Part II - Other Information
Item 4. - Submission of Matters to a Vote of Security Holders
a. The Annual Meeting of Stockholders of ACMAT Corporation was held on
Thursday, June 26, 1997.
b. Directors elected at the meeting:
<TABLE>
<CAPTION>
Votes Votes Brokers
For Against Non-Votes
<S> <C> <C> <C>
Henry Nozko, Sr. 804,028 1,766 0
Henry Nozko, Jr. 805,314 480 0
Victoria Nozko 805,094 700 0
John Creasy 805,019 775 0
Michael Sullivan 805,249 545 0
</TABLE>
c. Other matters voted upon:
<TABLE>
<CAPTION>
Brokers
For Against Abstain Non-Votes
<S> <C> <C> <C> <C>
1. Appointment of
Independent Auditors 805,764 20 10 0
2. Grant of Stock Options 746,864 52,088 363 6,905
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits - None
b. Report on Form 8-K - None
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ACMAT CORPORATION
Date: August 13, 1997 /S/ Henry W. Nozko, Sr.
-----------------------
Henry W. Nozko, Sr. President and Chairman
Date: August 13, 1997 /S/ Henry W. Nozko, Jr.
-----------------------
Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 2,197,753
<SECURITIES> 136,085,570
<RECEIVABLES> 9,056,560
<ALLOWANCES> (322,406)
<INVENTORY> 0
<CURRENT-ASSETS> 152,471,878
<PP&E> 17,766,645
<DEPRECIATION> 4,403,622
<TOTAL-ASSETS> 177,395,532
<CURRENT-LIABILITIES> 88,231,050
<BONDS> 49,646,209
0
0
<COMMON> 3,414,849
<OTHER-SE> 36,103,424
<TOTAL-LIABILITY-AND-EQUITY> 177,395,532
<SALES> 6,451,557
<TOTAL-REVENUES> 8,642,065
<CGS> 3,932,170
<TOTAL-COSTS> 3,932,170
<OTHER-EXPENSES> 1,394,871
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,365,372
<INCOME-PRETAX> 1,949,652
<INCOME-TAX> 540,237
<INCOME-CONTINUING> 1,409,415
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,409,415
<EPS-PRIMARY> .39
<EPS-DILUTED> .34
</TABLE>
