<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 0-6234
ACMAT CORPORATION
Connecticut 06-0682460
(State of Incorporation) (I.R.S. Employer Identification No.)
233 Main Street, New Britain, Connecticut 06050-2350
(Address of principal executive offices)
Registrant's telephone number including area code: (860) 229-9000
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares outstanding
Title of Class at April 30, 1999
-------------- ------------------
Common Stock 589,908
Class A Stock 2,389,308
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidates Statements of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
<PAGE> 3
Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
Assets 1999 1998
- ------ ---- ----
<S> <C> <C>
Investments:
Fixed maturities-available for sale at fair value
(Cost of $100,620,235 in 1999 and $98,128,192 in 1998) $101,030,616 98,882,751
Equity securities, at fair value
(Cost of $2,065,262 in 1999 and 1998) 2,023,483 2,061,448
Short-term investments, at cost which approximates
fair value 8,835,600 12,947,913
------------ -----------
Total investments 111,889,699 113,892,112
Cash and cash equivalents 8,870,940 2,306,232
Accrued interest receivable 1,265,647 1,352,334
Reinsurance recoverable 2,295,232 2,224,116
Receivables, net 2,939,060 3,737,627
Prepaid expenses 468,665 162,784
Income tax refund receivable -- 207,380
Deferred income taxes 1,939,887 1,733,987
Property & equipment, net 12,779,109 12,894,191
Deferred policy acquisition costs 1,684,422 1,550,089
Other assets 3,240,232 3,170,242
Intangibles, net 2,813,708 2,895,371
------------ -----------
150,186,601 146,126,465
============ ===========
Liabilities & Stockholders' Equity
- ----------------------------------
Notes payable to banks 2,980,000 --
Accounts payable 2,371,369 3,200,965
Reserves for losses and loss adjustment expenses 43,335,448 43,115,062
Unearned premiums 7,177,281 6,795,435
Collateral held 17,898,870 17,344,376
Income taxes 170,137 --
Accrued liabilities 2,341,713 847,701
Long-term debt 36,812,462 37,200,000
------------ -----------
Total liabilities 113,087,280 108,503,539
Commitments and contingencies
Stockholders' Equity:
Common Stock (No par value; 3,500,000 shares authorized;
589,908 and 592,088 shares issued and outstanding) 589,908 592,088
Class A Stock (No par value; 10,000,000 shares authorized;
2,389,808 and 2,460,808 shares issued and outstanding) 2,389,808 2,460,808
Retained earnings 33,876,314 34,074,538
Accumulated other comprehensive income 243,291 495,492
------------ -----------
Total stockholders' equity 37,099,321 37,622,926
------------ -----------
$150,186,601 146,126,465
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Earned premiums $2,389,449 2,848,325
Contract revenues 2,483,676 2,175,692
Investment income, net 1,367,038 1,722,274
Net realized capital gains 159,161 103,201
Other income 176,247 553,005
---------- ---------
6,575,571 7,402,497
---------- ---------
Cost of contract revenues 2,228,345 2,255,453
Losses and loss adjustment expenses 470,701 684,737
Amortization of policy acquisition costs 357,783 520,871
Selling, general and administrative expenses 1,410,198 1,333,192
Interest expense 913,656 1,241,134
---------- ---------
5,380,683 6,035,387
---------- ---------
Earnings before income taxes 1,194,888 1,367,110
Income taxes
Federal 293,830 361,584
State 20,000 2,000
---------- ---------
313,830 363,584
---------- ---------
Net earnings $ 881,058 1,003,526
========== =========
Basic Earnings Per Share $ .30 $ .30
Diluted Earnings Per Share $ .26 $ .27
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
March 31, 1999 and 1998
<TABLE>
<CAPTION>
Accumulated
Common Class A Additional other Total
stock par stock paid-in Retained comprehensive stockholders'
value par value capital earnings income equity
--------- ----------- ----------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance as of December 31, 1997 $ 596,857 $ 2,712,174 $ -- $ 36,033,153 $ 235,555 $ 39,577,739
Comprehensive income:
Net unrealized losses on debt
and equity securities -- -- -- -- (146,322) (146,322)
Net earnings -- -- -- 1,003,526 -- 1,003,526
------------
Total comprehensive income 857,204
Acquisition and retirement of
27,400 shares of Class A Stock -- (27,400) -- (433,337) -- (460,737)
--------- ----------- ----------- ------------ --------- ------------
Balance as of March 31, 1998 $ 596,857 $ 2,684,774 $ -- $ 36,603,342 $ 89,233 $ 39,974,206
========= =========== =========== ============ ========= ============
Balance as of December 31, 1998 $ 592,088 $ 2,460,808 $ -- $ 34,074,538 $ 495,492 $ 37,622,926
Comprehensive income:
Net unrealized losses on debt
and equity securities -- -- -- -- (252,201) (252,201)
Net earnings -- -- -- 881,058 -- 881,058
------------
Total comprehensive income 628,857
Acquisition and retirement of 2,180
shares of Common Stock (2,180) -- -- (42,783) (44,963)
Acquisition and retirement of 89,000
shares of Class A Stock (89,000) (144,000) (1,036,499) (1,269,499)
Issuance of 18,000 Shares of Class A
Stock pursuant to stock options -- 18,000 144,000 -- -- 162,000
--------- ----------- ----------- ------------ --------- ------------
Balance as of March 31, 1999 $ 589,908 $ 2,389,808 $ -- $ 33,876,314 $ 243,291 $ 37,099,321
========= =========== =========== ============ ========= ============
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 881,058 1,003,526
Adjustments to reconcile net earnings to net cash
provided by (used for) operating activities:
Depreciation and amortization 434,530 357,051
Net realized capital gains (159,161) (103,201)
Limited partnership investment adjustment -- (413,936)
Changes in:
Accrued interest receivable 86,687 (180,448)
Reinsurance recoverable (71,116) 1,098
Receivables, net 798,567 602,103
Deferred policy acquisition costs (134,333) 104,787
Prepaid expenses and other assets (483,296) (925,851)
Accounts payable and accrued liabilities 664,416 (606,038)
Cash collateral held 554,494 (2,625,110)
Reserves for losses and loss adjustment expenses 220,386 (1,291,513)
Income taxes, net 301,558 851,125
Unearned premiums 381,846 (675,167)
------------ -----------
Net cash provided by (used for) operating activities 3,475,636 (3,901,574)
------------ -----------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 16,652,198 6,498,484
Fixed maturities-matured 430,000 10,545,000
Equity securities -- 1,022,466
Short-term investments 50,893,522 40,154,527
Purchases of:
Fixed maturities (19,523,750) (37,565,287)
Equity securities -- (1,000,000)
Short-term investments (46,781,210) (15,208,188)
Capital expenditures (21,688) --
------------ -----------
Net cash provided by investing activities 1,649,072 4,447,002
------------ -----------
Cash flows from financing activities:
Borrowings under lines of credit 2,980,000 2,000,000
Repayments on long-term debt (387,538) (2,217,628)
Issuance of Class A Stock 162,000 --
Payments for acquisition & retirement of stock (1,314,462) (460,737)
------------ -----------
Net cash provided by (used for) financing activities 1,440,000 (678,365)
------------ -----------
Net increase (decrease) in cash and cash equivalents 6,564,708 (132,937)
Cash and cash equivalents at beginning of period 2,306,232 2,095,449
------------ -----------
Cash and cash equivalents at end of period $ 8,870,940 1,962,512
============ ===========
</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, 1998.
(2) Earnings Per Share
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share ("EPS") computations for the three-month
periods ended March 31, 1999 and 1998.
<TABLE>
<CAPTION>
Average Per-
Shares Share
1999: Earnings Outstanding Amount
- ----- -------- ----------- ------
<S> <C> <C> <C>
Basic EPS:
Earnings available to stockholders $ 881,058 2,985,868 $ .30
Effect of Dilutive Securities:
Stock options -- 72,601
Convertible Note $ 292,215 1,400,000
---------- ---------
Diluted EPS:
Earnings available to stockholders $1,173,273 4,458,469 $ 26
========== ========= ======
1998:
- -----
Basic EPS:
Earnings available to stockholders $1,003,526 3,300,340 $ .30
Effect of Dilutive Securities:
Stock options -- 112,193
Convertible Note $ 313,088 1,500,000
---------- ---------
Diluted EPS:
Earnings available to stockholders $1,316,614 4,912,533 $ .27
========== ========= ======
</TABLE>
(3) Supplemental Cash Flow Information
Income tax paid during the three months ended March 31, 1999 and 1998 was
$12,270 and $487,541, respectively. Interest paid for the three months ended
March 31, 1999 and 1998 was $296,532 and $968,289, respectively.
7
<PAGE> 8
(4) Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130
establishes standards for the reporting and display of comprehensive income and
its components in a full set of general purpose financial statements. This
statement stipulates that comprehensive income reflect the change in equity of
an enterprise during a period from transactions and other events and
circumstances from non-owner sources. Comprehensive income thus represents the
sum of net income and other changes in equity from non-owner sources. The
adoption of SFAS No. 130 resulted in the Company reporting unrealized gains and
losses on investments as other comprehensive income.
The following table summarizes reclassification adjustments for other
comprehensive income (loss) and the related tax affects for the three months
ended March 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Unrealized gains (losses) on investments:
Unrealized holding loss arising during period,
net of income tax benefit of $75,807 and
$40,289 for 1999 and 1998, respectively $(147,155) (78,209)
Less reclassification adjustment for gains
included in net income, net of income tax
expense of $54,115 and $35,088 for 1999 and
1998, respectively 105,046 68,113
--------- --------
Other comprehensive income $(252,201) (146,322)
========= ========
</TABLE>
(5) New Accounting Standards
Statement of Position ("SOP") 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments" was adopted on January 1, 1999.
SOP 97-3 provides guidance for determining when an entity should recognize a
liability for guaranty-fund and other insurance-related assessments, how to
measure that liability, and when an asset may be recognized for the recovery of
such assessments through premium tax offsets or policy surcharges. SOP 97-3
became effective for financial statements for fiscal years beginning after
December 15, 1998, and the effect of initial adoption is to be reported as a
cumulative catch-up adjustment. Restatement of previously issued financial
statements is not allowed. The adoption of this SOP did not have an effect on
the Company's result of operations or financial condition.
SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use," was adopted on January 1, 1999. SOP 98-1 provides guidance on
accounting for the costs of computer software developed or obtained for internal
use and for determining when specific costs should be capitalized and when they
should be expensed. SOP 98-1 became effective for financial statements for
fiscal years beginning after December 15, 1998. Costs incurred prior to initial
application of this SOP, whether capitalized or not, should not be adjusted to
the amounts that would have been capitalized had this SOP been in effect when
those costs were incurred and therefore, the adoption of this SOP did not have
an effect on the Company's result of operations or financial condition.
(6) Future Accounting Standards
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
was issued in June 1998 and establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. This statement is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999, earlier application is
encouraged, but it is permitted only as of the beginning of any fiscal quarter
that begins after issuance of this statement. This Statement should not be
applied retroactively to financial statements of prior periods. The Company has
not completed its evaluation of the effect SFAS No. 133 will have on the
Company's results of operations or financial condition.
8
<PAGE> 9
(7) Segment Reporting
Effective January 1, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". SFAS No. 131 establishes
standards for the way that public enterprises report information about operating
segments in annual financial statements and requires that selected information
about those operating segments be reported in interim financial statements.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and
assessing performance. The Company redefined its reportable operating segments
as a result of the adoption of SFAS No. 131 and segment information for 1998 has
been restated.
The Company has three reportable operating segments: ACMAT Contracting, ACSTAR
Bonding and United Coastal Liability Insurance. The Company's reportable
segments are primarily the three main legal entities of the Company which offer
different products and services. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies.
ACMAT Contracting provides construction contracting services to commercial and
governmental customers. ACMAT Contracting also provides underwriting services to
its insurance subsidiaries. In addition, ACMAT Contracting owns a commercial
office building in New Britain Connecticut and leases office space to its
insurance subsidiaries as well as third parties.
The United Coastal Liability Insurance operating segment offers specific lines
of liability insurance as an approved non-admitted excess and surplus lines
insurer in forty-six states, Puerto Rico, the Virgin Islands and the District of
Columbia. United Coastal offers claims made and occurrence policies for specific
specialty lines of liability insurance through certain excess and surplus lines
brokers who are licensed and regulated by the state insurance department(s) in
the state(s) in which they operate. United Coastal offers general, asbestos,
lead, pollution and professional liability insurance nationwide to specialty
trade contractors, environmental contractors, property owner, storage and
treatment facilities and professionals. United Coastal also offers products
liability insurance to manufacturers and distributors.
The Bonding operating segment provides, primarily through ACSTAR, surety bonds
written for prime, specialty trade, environmental, asbestos and lead abatement
contractors and miscellaneous obligations. ACSTAR also offers other
miscellaneous surety such as workers' compensation bonds, supply bonds,
subdivision bonds and license and permit bonds.
The Company evaluates performance based on earnings before income taxes and
excluding interest expense. The Company accounts for intersegment revenue and
expenses as if the products/services were to third parties. Information relating
to the three segments for the three-month periods ended March 31, 1999 and 1998
is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
ACMAT Contracting $ 3,558,776 3,123,984
United Coastal Liability Insurance 2,429,098 3,313,011
ACSTAR Bonding 1,328,393 1,634,557
------------ ------------
$ 7,316,267 8,072,222
============ ============
Operating Earnings:
ACMAT Contracting $ 330,883 33,574
United Coastal Liability Insurance 1,259,444 1,965,956
ACSTAR Bonding 616,454 706,951
------------ ------------
$ 2,206,781 5,365,741
============ ============
Depreciation and Amortization:
ACMAT Contracting 268,343 172,946
United Coastal Liability Insurance 71,326 64,236
ACSTAR Bonding 94,881 119,866
------------ ------------
434,530 357,051
============ ============
Identifiable Assets:
ACMAT Contracting $ 15,590,422 20,908,452
United Coastal Liability Insurance 82,704,627 99,400,420
ACSTAR Bonding 51,891,552 51,021,735
------------ ------------
$150,186,601 171,330,607
============ ============
</TABLE>
9
<PAGE> 10
The components of revenue for each segment for the three-month periods ended
March 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ACMAT Contracting:
Contract revenues $2,483,676 2,175,692
Investment income, net 20,766 9,908
Intersegment revenue:
Rental income 506,252 467,412
</TABLE>
<TABLE>
<S> <C> <C>
Underwriting services and agency commissions 548,082 470,417
Capital losses -- --
Other -- 555
---------- ----------
$3,558,776 3,123,984
---------- ----------
United Coastal Liability Insurance:
Premiums $1,404,916 1,716,584
Investment income, net 856,140 1,279,963
Equity income (loss) from limited
partnership investment -- 249,049
Capital gains 159,161 61,841
Other 8,881 6,244
---------- ----------
$2,429,098 3,313,681
========== ==========
ACSTAR Bonding:
Premiums $ 984,533 1,131,741
Investment income, net 340,132 296,569
Equity income (loss) from limited
partnership investment -- 164,887
Capital gains/(losses) -- 41,360
Other 3,728 --
---------- ----------
$1,328,393 1,634,557
========== ==========
</TABLE>
The following is a reconciliation of segment totals for revenue and operating
income to corresponding amounts in the Company's statement of earnings:
<TABLE>
<CAPTION>
Revenue: 1999 1998
----------- -----------
<S> <C> <C>
Total revenue for reportable segments $ 7,316,267 8,072,222
Intersegment eliminations (740,696) (669,725)
----------- -----------
$ 6,575,571 7,402,497
=========== =========
Operating Earnings:
Total operating earnings for reportable
segments $ 2,206,781 2,706,481
Interest expense (913,656) (1,241,134)
Other operating expenses (98,237) (98,237)
----------- -----------
$ 1,194,888 1,367,110
=========== ===========
</TABLE>
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
10
<PAGE> 11
ACMAT CORPORATION AND SUBSIDIARIES
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
RESULTS OF OPERATIONS:
Overview
Net earnings were $881,058 for the three months ended March 31, 1999 compared to
$1,003,526 for the same period a year ago. Included in 1998 earnings were
pre-tax earnings of approximately $400,000 from a limited partnership investment
which was accounted for on the equity method. The limited partnership was sold
on December 31, 1998. The 1999 net earnings also reflect an increase in gross
profits on construction projects and decreasing interest expense offset in part
by a decrease in interest income.
Earned Premiums
Earned premiums for the three months ended March 31, 1999 were $2,389,449
compared to $2,848,325 for the same period in 1998. Net written premiums were
$2,614,124 for the three months ended March 31, 1999 compared to $2,260,007 for
the three months ended March 31, 1998. Variances in net written premiums 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 $2,483,676 for the three-month period ended March 31,
1999 compared to $2,175,692 for the same period in 1998. The increase in
contract revenues reflects the Company's securement of an $11 million project in
July 1998 which will be completed in September 1999. Construction revenue is
difficult to predict and depends greatly on the successful securement of
contracts bid. The Company's construction backlog was approximately $11,000,000
at March 31, 1999 compared to $2,750,000 a year ago.
Investment Income, Net
Net investment income was $1,367,038 for the three-month period ended March 31,
1999 compared to $1,722,274 for the same period in 1998, representing effective
yields of 4.62% and 5.11%, respectively. Invested assets, including cash, were
$120,760,639 and $116,198,344 at March 31, 1999 and December 31, 1998,
respectively. The increase in invested assets is attributable to the collection
of premiums and collateral offset in part by the net cash flow used to repay
debt and repurchase stock.
Net Realized Capital Gains
Realized capital gains from the sale of investments in the three-month period
ended March 31, 1999 were $159,161 compared to $103,201 for the same period in
1998.
Other Income
Other income was $176,247 for the three-month period ended March 31, 1999
compared to $553,005 for the same period in 1998. Other income in 1998 includes
earnings of approximately $400,000 from the limited partnership investment which
was sold on December 31, 1998.
Costs of Contract Revenues
Costs of contract revenues were $2,228,345 for the three-month period ended
March 31, 1999 compared to $2,255,453 for the same period in 1998. The gross
profit margin on construction contracts was 10% in 1999 compared to a loss of
3.7% in 1998. Gross margins fluctuate each year based upon the profitability of
specific projects. The loss in 1998 was due primarily to losses on two projects
which were completed in 1998. Costs of contract revenues vary from period to
period as a function of contract revenues (See Contract Revenues).
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses were $470,701 for the three-month period
ended March 31, 1999 compared to $684,737 for the same period in 1998. The
decrease in losses and loss adjustment expenses is attributable to the decrease
in earned premiums from 1999 to 1998 and the release of approximately $246,000
of surety loss reserves in 1999 which compares to a release of approximately
$170,000 in 1998. The reserves released represent the release of reserves on
older underwriting years which are no longer needed. Losses and loss adjustment
11
<PAGE> 12
expense reserves represent management's estimate of the ultimate costs of unpaid
losses incurred for these periods relative to premiums earned.
Amortization of Policy Acquisition Costs
Amortization of policy acquisition costs was $357,783 for the three-month period
ended March 31, 1999 as compared to $520,871 for the same period in 1998. The
decrease in amortization of policy acquisition costs is primarily attributable
to the decrease in premiums earned. Policy acquisition costs, primarily
commissions, are deferred and amortized over the policy or bond term.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,410,198 for the three-month
period ended March 31, 1999 compared to $1,333,192 for the same period in 1998.
The increase in the selling, general and administrative expenses during 1999 is
due primarily to an increase in salary expense.
Interest Expense
Interest expense decreased to $913,656 for the three-month period ended March
31, 1999 compared to $1,241,134 for the same period in 1998. The decrease in
interest expense in 1999 is due primarily to the decrease in short and long-term
borrowings which were paid down in the fourth quarter of 1998.
Income Taxes
Income tax expense was $313,830 for the three-month period ended March 31, 1999
compared to $363,584 for the same period in 1998, representing effective Federal
tax rates of 24.6% and 26.5%, 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
March 31, 1999 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 19.7% and 24.0% for the three-month periods
ended March 31, 1999 and 1998, respectively. These loss ratios are below
industry averages and are believed to be the result of conservative
underwriting. The decrease in loss ratios is due to the release of surety
reserves in 1999. There can be no assurance that such loss ratios can continue.
The Company's insurance subsidiaries' expense ratios under GAAP were 57.5% and
54.5% for the three-month period ended March 31, 1999 and 1998, respectively.
The Company's insurance subsidiaries' combined ratios under GAAP were 77.2% and
78.5% for the three-month period ended March 31, 1999 and 1998, respectively.
The decrease in the 1999 combined ratio results primarily from the reduction in
loss reserves offset in part by the decline in premiums.
LIQUIDITY AND CAPITAL RESOURCES:
The Company internally generates sufficient funds for its operations and
maintains a relatively high degree of liquidity in its investment portfolio. The
primary sources of funds to meet the demands of claim settlements and operating
expenses are premium collections, investment earnings and maturing investments.
The Company has no material commitments for capital expenditures and, in the
opinion of management, has adequate sources of liquidity to fund its operations
over the next year.
12
<PAGE> 13
ACMAT, exclusive of its subsidiaries, has incurred negative cash flows from
operating activities primarily because of interest expense related to notes
payable and long-term debt incurred by ACMAT to acquire and capitalize its
insurance subsidiaries and to repurchase Company stock.
ACMAT's principal sources of funds are dividends from its wholly-owned
subsidiaries, intercompany and short-term borrowings, insurance underwriting
fees from its subsidiaries, construction contracting operations and rental
income. Management believes that these sources of funds are adequate to service
its indebtedness. ACMAT has recently relied on dividends from its insurance
subsidiaries to repay debt.
The Company provided cash flow from operations of $3,475,636 for the three-month
period ended March 31, 1999 compared to the cash flow used for operations of
$3,901,574 for the same period in 1998. Net cash flows provided by operations in
1999 were derived principally from premium collections and collateral held.
Substantially all of the Company's cash flow was used to repay long-term debt,
repurchase stock and purchase investments. Purchases of investments are made
based upon excess cash available after the payment of losses and loss adjustment
expenses and other operating and non-operating expenses. The Company's short
term investment strategy coincides with the relatively short maturity of its
liabilities which are comprised primarily of reserves for losses covered by
claims-made insurance policies, reserves related to surety bonds and collateral
held for surety obligations.
Net cash provided by investing activities in the first quarter of 1999 amounted
to $1,649,072 compared to $4,447,002 for the same period in 1998.
The terms of the Company's note agreements contain limitations on payment of
cash dividends, re-acquisition of shares, borrowings and investments and require
maintenance of specified ratios and minimum net worth levels, including cross
default provisions. The payment of future cash dividends and the re-acquisition
of shares are restricted each to amounts of an Available Fund. The Available
Fund is a cumulative fund which is increased each year by 20% of the
Consolidated Net Earnings (as defined). The Company is in compliance with all
covenants at March 31, 1999.
The Company maintains a short-term unsecured bank credit line totaling $10
million to fund interim cash requirements. There was $2,980,000 outstanding
under this line of credit as of March 31, 1999.
During the three-month period ended March 31, 1999, the Company purchased in the
open market and privately negotiated transactions, 2,180 shares of its Common
Stock at an average price of $20.63. During the three-month period ended March
31, 1999, the Company also purchased, in the open market and privately
negotiated transactions, 89,000 shares of its Class A Stock at an average price
of $14.26 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 $10,730,000 in 1999.
YEAR 2000 ISSUE
There has been significant public discussion in recent years of the "Year 2000"
issue, which relates to the potential inability of computer programs and systems
to adequately store and process data after December 31, 1999, due to the
inability of such programs and systems to identify correct dates subsequent to
December 31, 1999.
In 1997, the Company began to address the Year 2000 issue. The Company's
financial and operational computer and software systems are approximately 70%
compliant, with all systems expected to be compliant and tested by September 30,
1999. The total cost of the project is estimated to be less than $100,000 and is
being funded through operating cash flows. Management believes that these
systems will be suitable for continued use into and beyond the year 2000. If for
any reason these systems are not suitable for such use, the Year 2000 issue
could have a material adverse impact on the Company's ability to meet financial
and reporting requirements and to support its insurance operations.
The Company's Year 2000 review includes an assessment of "embedded chip" systems
associated with its end-user computing hardware and software (including personal
computers, spreadsheets, word processing and other personal and work group
applications), its corporate facilities (such as security systems, elevators and
climate control systems) and its office equipment (including telephones, fax
machines and similar equipment). The Company is continuing to identify potential
problems associated with its embedded chip systems and to develop corrective
plans to avoid or mitigate such potential problems. Where appropriate, the
Company intends to upgrade or replace non-
13
<PAGE> 14
compliant embedded chip systems to avoid potential Year 2000 problems. The
Company anticipates that the deployment of corrected systems for its "embedded
chip" technology will be completed during the third quarter of 1999.
The Company is reviewing certain suppliers, business partners, customers and
other parties to determine the extent to which the Company may be vulnerable to
the failure of these parties to address and correct their own Year 2000
problems. However, there can be no guarantee that the systems of other companies
that support the Company's operations will be timely converted or that a failure
by these companies to correct their Year 2000 problems will not have a material
adverse effect on the Company.
The Company's Year 2000 Review is intended to reduce the level of uncertainty
associated with the Year 2000 issue. As part of this review, the Company plans
to develop contingency plans to address and mitigate the potential impact of
problems that might surface with the approach of the millennium. In light of the
current stage of the Company's review of its core financial and operational
systems and its "embedded chip" technology, the Company is developing
contingency plans that focus on the potential interruption of support services
provided to the Company by business affiliates or public authorities due to
problems these parties may experience in connection with the Year 2000 issue.
The Company intends to explore these and other "worst case" scenarios in the
coming months to anticipate and limit, wherever possible, the potential impact
of any such scenario on the Company's insurance operations or financial
condition. These plans will include identifying alternate suppliers and vendors,
conducting staff training and developing alternative communication plans.
The Company has made changes in insurance coverage it currently markets in light
of the Year 2000 issue. In the past, judicial interpretations have expanded the
coverage of insurance policies, including those regarding pollution and other
environmental exposures, beyond the scope anticipated by insurers. The Company
will continue to review its reserves in light of evolving developments relating
to the Year 2000 issue.
The dates on which the Company believes that the various components of its Year
2000 review will be completed are based on management's best estimates, which,
in turn, are based upon numerous assumptions regarding future events, including
the continued availability of certain resources, third-party compliance plans
and other factors. As a result, there can be no guarantee that the Company's
schedule of completion dates will be realized or that there will not be
increased costs associated with the implementation of the Year 2000 review. Due
to the general uncertainty inherent in the Year 2000 problems, resulting in part
from the uncertainty of the Year 2000 readiness of third-parties, the Company
cannot assure its ability to timely and cost-effectively resolve problems
associated with the Year 2000 issue that may effect its operations and business
or expose it to third-party liability.
REGULATORY ENVIRONMENT
Risk-based capital requirements are used as early warning tools by the National
Association of Insurance Commissioners and the states to identify companies that
require further regulatory action. The ratio for each of the Company's insurance
subsidiaries as of March 31, 1999 was significantly above the level which might
require regulatory action.
14
<PAGE> 15
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits
-27. Financial Data Schedule
b. Report on Form 8-K - None
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ACMAT CORPORATION
Date: May 14, 1999 /S/ Henry W. Nozko, Sr.
-----------------------
Henry W. Nozko, Sr., President and Chairman
Date: May 14, 1999 /S/ Henry W. Nozko, Jr.
-----------------------
Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
17
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