<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, 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.
<TABLE>
<CAPTION>
Shares outstanding
Title of Class at July 31, 1999
- -------------- ----------------
<S> <C>
Common Stock 589,908
Class A Stock 2,372,887
</TABLE>
<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
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 11
Part II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
</TABLE>
2
<PAGE> 3
Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
Assets 1999 1998
------------- -------------
<S> <C> <C>
Investments:
Fixed maturities-available for sale at fair value (Cost of $108,985,291 in 1999
and $98,128,192 in 1998) $ 107,694,838 98,882,751
Equity securities, at fair value (Cost of $2,089,667 in 1999 and $2,065,262 in
1998) 1,943,435 2,061,448
Short-term investments, at cost which approximates fair value 1,694,399 12,947,913
------------- -------------
Total investments 111,332,672 113,892,112
Cash and cash equivalents 1,459,881 2,306,232
Accrued interest receivable 1,521,834 1,352,334
Reinsurance recoverable 2,357,557 2,224,116
Receivables, net 2,554,473 3,737,627
Prepaid expenses 211,752 162,784
Income tax refund receivable 174,928 207,380
Deferred income taxes 2,091,855 1,733,987
Property & equipment, net 12,797,871 12,894,191
Deferred policy acquisition costs 1,755,945 1,550,089
Other assets 3,485,262 3,170,242
Intangibles, net 2,732,045 2,895,371
------------- -------------
$ 142,476,075 146,126,465
============= =============
Liabilities & Stockholders' Equity
Notes payable to banks $ 2,980,000 --
Accounts payable 1,699,981 3,200,965
Reserves for losses and loss adjustment expenses 40,900,900 43,115,062
Unearned premiums 7,133,232 6,795,435
Collateral held 14,295,117 17,344,376
Accrued liabilities 2,263,332 847,701
Long-term debt 36,423,985 37,200,000
------------- -------------
Total liabilities 105,696,547 108,503,539
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; 2,381,187 and
2,460,808 shares issued and outstanding) 2,381,187 2,460,808
Retained earnings 34,648,452 34,074,538
Accumulated other comprehensive income (loss) (840,019) 495,492
------------- -------------
Total stockholders' equity 36,779,528 37,622,926
------------- -------------
$ 142,476,075 146,126,465
============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
<TABLE>
<CAPTION>
Three months ended, Six months ended,
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Earned premiums $ 2,356,264 2,939,350 4,745,713 5,787,675
Contract revenues 2,119,920 2,913,692 4,603,596 5,089,384
Investment income, net 1,360,043 1,699,031 2,727,081 3,421,305
Net realized capital gains 187,631 1,369 346,792 104,570
Other income (expense) 241,469 (590,084) 417,716 (37,079)
----------- ----------- ----------- -----------
6,265,327 6,963,358 12,840,898 14,365,855
----------- ----------- ----------- -----------
Losses and loss adjustment
expenses 436,113 480,378 906,814 1,165,115
Amortization of policy
acquisition costs 511,463 444,824 869,246 965,695
Cost of contract revenues 1,748,064 2,761,769 3,976,409 5,017,222
Selling, general and 1,285,974 2,860,240 2,619,166
administrative expenses 1,450,042
Interest expense 901,469 1,204,849 1,815,125 2,445,983
----------- ----------- ----------- -----------
5,047,151 6,177,794 10,427,834 12,213,181
----------- ----------- ----------- -----------
Earnings before income taxes 1,218,176 785,564 2,413,064 2,152,674
Income taxes
Federal 303,900 160,310 597,730 521,894
State 20,000 5,000 40,000 7,000
----------- ----------- ----------- -----------
323,900 165,310 637,730 528,894
----------- ----------- ----------- -----------
Net earnings $ 894,276 620,254 1,775,334 1,623,780
=========== =========== =========== ===========
Basic earnings per share $ .30 .19 .59 .49
Diluted earnings per share $ .27 .19 .53 .46
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
ACMAT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
June 30, 1999 and 1998
<TABLE>
<CAPTION>
Accumulated
Common Class A Additional Other Total
stock par stock par paid-in Retained Comprehensive stockholders'
value value capital earnings income (loss) 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 -- -- -- -- (82,061) (82,061)
Net earnings -- -- -- 1,623,780 -- 1,623,780
------------
Total comprehensive income 1,541,719
Acquisition and retirement of
500 shares of Common Stock (500) -- -- (7,250) -- (7,750)
Acquisition and retirement of
53,794 shares of Class A Stock -- (53,794) (187,500) (627,754) -- (869,048)
Issuance of 15,000 shares of
Class A Stock pursuant to stock
options -- 30,000 187,500 -- -- 217,500
----------- ----------- --------- ------------ ----------- ------------
Balance as of June 30, 1998 $ 596,357 $ 2,688,380 $ -- $ 37,021,929 $ 153,494 $ 40,460,160
=========== =========== ========= ============ =========== ============
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 -- -- -- -- (1,335,511) (1,335,511)
Net earnings -- -- -- 1,775,334 -- 1,775,334
------------
Total comprehensive income 439,823
Acquisition and retirement of
2,180 shares of Common Stock (2,180) -- -- (42,783) -- (44,963)
Acquisition and retirement of
112,621 shares of Class A Stock -- (112,621) (350,250) (1,158,637) -- (1,621,508)
Issuance of 15,000 shares of Class A
Stock pursuant to investment agreement -- 15,000 206,250 -- -- 221,250
Issuance of 18,000 shares of Class A
Stock pursuant to stock options -- 18,000 144,000 -- -- 162,000
----------- ----------- --------- ------------ ----------- ------------
Balance as of June 30, 1999 $ 589,908 $ 2,381,187 $ -- $ 34,648,452 ($ 840,019) $ 36,779,528
=========== =========== ========= ============ =========== ============
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,775,334 1,623,780
Adjustments to reconcile net earnings to net cash used for
operating activities:
Depreciation and amortization 902,684 720,111
Net realized capital gains (346,792) (104,570)
Limited Partnership Investment Adjustment -- 185,562
Changes in:
Accrued interest receivable (169,500) (6,446)
Reinsurance recoverable (133,441) 7,808
Receivables, net 1,183,154 (404,979)
Deferred policy acquisition costs (205,856) 142,504
Prepaid expenses and other assets (357,587) (1,184,545)
Accounts payable and accrued liabilities (85,353) 324,694
Reserves for losses and loss adjustment expenses (2,214,162) (3,739,270)
Collateral held (3,049,259) (5,701,603)
Income taxes, net 73,267 619,937
Unearned premiums 337,797 (396,450)
------------- ------------
Net cash used for operating activities (2,289,714) (7,913,467)
------------- ------------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 45,989,860 15,925,251
Fixed maturities-matured 5,939,136 22,776,102
Equity securities -- 1,022,466
Short term investments 123,965,330 47,095,398
Purchases of:
Fixed maturities (62,236,700) (45,140,729)
Equity securities (24,404) (1,000,000)
Short-term investments (112,711,816) (23,461,503)
Capital expenditures (177,557) (10,279)
Other -- (2,750,000)
------------- ------------
Net cash provided by investing activities 743,849 14,456,706
------------- ------------
Cash flows from financing activities:
Borrowings under line of credit 2,980,000 2,000,000
Payments under line of credit -- (3,000,000)
Repayments on long-term debt (776,015) (2,935,867)
Issuance of Class A Stock 162,000 217,500
Payments for acquisition & retirement of stock (1,666,471) (876,798)
------------- ------------
Net cash provided by (used for) financing activities 699,514 (4,595,165)
------------- ------------
Net increase in cash (846,351) 1,948,074
Cash at beginning of period 2,306,232 2,095,449
------------- ------------
Cash at end of period $ 1,459,881 $ 4,043,523
============= ============
</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 six-month
periods ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
Average
Shares Per-Share
1999: Earnings Outstanding Amount
----- -------- ----------- ------
<S> <C> <C> <C>
Basic EPS:
Earnings available to stockholders $1,775,334 2,985,636 $.59
Effect of Dilutive Securities:
Stock options -- 71,331
Convertible Note $ 584,430 1,400,000
----------- ---------
Diluted EPS:
Earnings available to stockholders $2,359,764 4,456,967 $.53
========== ========= ====
1998:
Basic EPS:
Earnings available to stockholders $1,623,780 3,290,583 $.49
Effect of Dilutive Securities:
Stock options - 110,492
Convertible Note $ 626,175 1,500,000
---------- ---------
Diluted EPS:
Earnings available to stockholders $2,249,955 4,901,075 $.46
========== ========= ====
</TABLE>
7
<PAGE> 8
(3) Supplemental Cash Flow Information
Income taxes paid during the six months ended June 30, 1999 was $564,463 and
income taxes received during the six months ended June 30, 1998 was $91,043.
Interest paid for the six months ended June 30, 1999 and 1998 was $1,466,377 and
$2,408,260 respectively.
(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 six months ended
June 30, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
----------- -------
<S> <C> <C>
Unrealized gains (losses) on investments:
Unrealized holding loss arising during period $(1,106,628) (13,045)
Less reclassification adjustment for gains included in net income, net of income tax
expense of $117,909 and $35,554 for 1999 and 1998, respectively 228,883 69,016
----------- -------
Other comprehensive income $(1,335,511) (82,061)
=========== =======
</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, are not 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 Standard
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
was issued in June 1998 and establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. This statement was to be effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. However, in June 1999,
SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133" was
issued. SFAS No. 137 allows entities which have not adopted SFAS No. 133 to
defer its effective date to all fiscal quarters of all fiscal years beginning
after June 15, 2000. 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.
(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
8
<PAGE> 9
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 six-month periods ended June, 1999 and 1998 is
summarized as follows:
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Revenues:
ACMAT Contracting $ 6,582,682 7,017,411
United Coastal Liability Insurance 4,762,282 5,889,436
ACSTAR Bonding 2,799,737 2,800,729
------------ -----------
$ 14,144,701 15,707,576
============ ===========
Operating Earnings:
ACMAT Contracting $ 584,478 295,605
United Coastal Liability Insurance 2,582,379 3,204,821
ACSTAR Bonding 1,241,482 1,278,381
------------ -----------
$ 4,408,339 4,778,807
Depreciation and Amortization:
ACMAT Contracting $ 523,251 343,370
United Coastal Liability Insurance 164,725 135,657
ACSTAR Bonding 214,708 241,084
------------ -----------
$ 902,684 720,111
============ ===========
Identifiable Assets:
ACMAT Contracting $ 15,897,935 23,331,531
United Coastal Liability Insurance 81,615,580 88,229,424
ACSTAR Bonding 44,962,560 52,081,732
------------ -----------
$142,476,075 163,642,687
============ ===========
</TABLE>
9
<PAGE> 10
The components of revenue for each segment for the six-month periods ended June
30, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
ACMAT Contracting:
Contract revenues $4,603,596 5,089,384
Investment income, net 25,388 15,269
Intersegment revenue:
Rental income 647,956 633,815
Underwriting services and agency commissions 906,190 978,562
Other 399,552 300,381
---------- ---------
$6,582,682 7,017,411
========== =========
</TABLE>
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
United Coastal Liability Insurance:
Premiums $2,655,603 3,502,924
Investment income, net 1,800,566 2,420,992
Equity income (loss) from limited partnership investment 10,587 (111,645)
Capital gains 281,087 64,176
Other 14,437 12,989
---------- ----------
$4,762,282 5,889,436
========== ==========
ACSTAR Bonding:
Premiums $2,090,110 2,284,751
Investment income, net 640,195 714,388
Equity income (loss) from limited partnership investment -- (238,804)
Capital gains/(losses) 65,705 40,394
Other 3,727 --
---------- ----------
$2,799,737 2,800,729
========== ==========
</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>
1999 1998
------------ -----------
<S> <C> <C>
Revenue:
Total revenue for reportable segments $ 14,144,701 15,707,576
Intersegment eliminations (1,303,803) (1,341,721)
------------ -----------
$ 12,840,898 14,365,855
============ ===========
Operating Earnings:
Total operating earnings for reportable segments $ 4,408,339 4,778,807
Interest expense (1,815,125) (2,445,983)
Other operating expenses (180,150) (180,150)
------------ -----------
$ 2,413,064 2,152,674
============ ===========
</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
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
RESULTS OF OPERATIONS:
Overview
Net earnings were $894,276 for the three months ended June 30, 1999 compared to
$620,254 for the same period a year ago. Net earnings for the six months ended
June 30, 1999 were $1,775,334 compared to $1,623,780 for the six months ended
June 30, 1998. The increase in net earnings for the three and six-month periods
reflects an increase in gross profits on construction projects and decreasing
interest expense offset in part by a decrease in earned premiums and investment
income.
Earned Premiums
Net written premiums were $2,436,868 for the three months ended June 30, 1999
compared to $2,614,892 for the three months ended June 30, 1998. Net written
premiums for the six months ended June 30, 1999 were $5,050,992 compared to
$4,874,899 for the six months ended June 30, 1998. Premiums earned for the three
months ended June 30, 1999 were $2,356,264 as compared to $2,939,350 for the
three months ended June 30, 1998. Premiums earned for the six months ended June
30, 1999 were $4,745,713 as compared to $5,787,675 for the six months ended June
30, 1998. 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 $2,119,920 for the three-month period ended June 30, 1999
compared to $2,913,692 for the same period in 1998. Contract revenues were
$4,603,596 for the six-month period ended June 30, 1999 compared to $5,089,384
for the same period in 1998. Construction revenue is difficult to predict and
depends greatly on the successful securement of contracts bid. The Company's
construction backlog was approximately $9,000,000 at June 30, 1999 compared to
$12,500,000 a year ago.
Investment Income, Net
Net investment income was $1,360,043 for the three-month period ended June 30,
1999 compared to $1,699,031 for the same period in 1998, representing effective
yields of 4.66% and 5.34%, respectively. Net investment income was $2,727,081
for the six-month period ended June 30, 1999 compared to $3,421,305 for the same
period in 1998, representing effective yields of 4.68% and 5.24%, respectively.
Invested assets, including cash, were $112,792,553 and $116,198,344 at June 30,
1999 and December 31, 1998, respectively. The decrease in invested assets is
attributable to net cash flow used to repay debt, repurchase stock and return
cash collateral offset by net cash flow generated from written premiums and the
reinvestment of investment income.
Net Realized Capital Gains
Realized capital gains were $187,631 for the three-month period ended June 30,
1999 compared to $1,369 for the same period in 1998. Realized capital gains in
the six-month period ended June 30, 1999 were $346,792 compared to $104,570 for
the same period in 1998.
Other Income
Other income (expense) was $241,469 for the three-month period ended June 30,
1999 compared to ($590,084) for the same period in 1998. Other income (expense)
was $417,716 for the six-month period ended June 30, 1999 compared to ($37,079)
for the same period in 1998. The fluctuations in other income (expense) reflects
earnings of approximately $400,000 from the limited partnership investment in
the first quarter of 1998 and a loss of approximately $600,000 in the second
quarter of 1998. The limited partnership was sold on December 31, 1998.
11
<PAGE> 12
Costs of Contract Revenues
Costs of contract revenues were $1,748,064 for the three-month period ended June
30, 1999 compared to $2,761,769 for the same period a year ago, representing
gross profit margins of 17.5% and 5.2%, respectively. Costs of contract revenues
increased to $3,976,409 for the six-month period ended June 30, 1999 compared to
$5,017,222 for the same period in 1998. Costs of construction revenues vary from
period to period as a function of contract revenues (See Contract Revenues).
The increase in the 1999 gross profit margins reflect higher gross margins on
one large construction project and the lower gross profit margins in 1998
reflect losses on two projects completed in 1998.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses were $436,113 for the three-month period
ended June 30, 1999 compared to $480,378 for the same period in 1998. Losses and
loss adjustment expenses were $906,814 for the six months ended June 30, 1999
compared to $1,165,115 for the six months ended June 30, 1998. The decrease in
losses and loss adjustment expenses are attributable to the decline in earned
premiums from 1998 to 1999 and the release of surety loss reserves on older
underwriting years which are no longer needed. 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 $511,463 for the three-month period
ended June 30, 1999 as compared to $444,824 for the same period in 1998. For the
six months ended June 30, 1999, amortization of policy acquisition costs was
$869,246 compared to $965,695 for the same period a year ago. Policy acquisition
costs, primarily commissions, are deferred and amortized over the policy term
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,450,042 for the three-month
period ended June 30, 1999 compared to $1,285,974 for the same period in 1998.
Selling, general and administrative expenses were $2,860,240 for the six-month
period ended June 30, 1999 compared to $2,619,166 for the same period in 1998.
The increase in the selling, general and administrative expenses during the
three and six-month periods ended June 30, 1999 is due primarily to an increase
in salary expense.
Interest Expense
Interest expense decreased to $901,469 for the three-month period ended June 30,
1999 compared to $1,204,849 for the same period in 1998. Interest expense
decreased to $1,815,125 for the six-month period ended June 30, 1999 compared to
$2,445,983 for the same period in 1998. The decrease in interest expense for the
three and six-month periods is due primarily to the decrease in debt. In the
fourth quarter of 1998, the Company paid down debt and refinanced a majority of
existing debt.
Income Taxes
Income tax expense was $323,900 for the three-month period ended June 30, 1999
compared to $165,310 for the same period in 1998, representing effective Federal
tax rates of 24.9% and 20.4%, respectively. Income tax expense was $637,730 for
the six-month period ended June 30, 1999 compared to $528,894 for the same
period in 1998, representing effective Federal tax rates of 24.8% and 24.2%,
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, 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 claims reporting patterns, past loss
experience, risk factors and current trends and considers their effect in the
determination of estimates of
12
<PAGE> 13
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 ratio under generally accepted
accounting principles ("GAAP") was 19.1% and 20.1% for the six-month periods
ended June 30, 1999 and 1998, respectively, These loss ratios are below industry
averages and are believed to be the result of conservative underwriting. There
can be no assurance that such loss ratios can continue. The Company's insurance
subsidiaries' expense ratios under GAAP were 58.1% and 51.2% for the six-month
period ended June 30, 1999 and 1998, respectively. The Company's insurance
subsidiaries' combined ratios under GAAP were 77.2% and 71.3% for the six-month
period ended June 30, 1999 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCE:
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. ACMAT has also incurred
negative working capital as a result of holding short-term debt related to its
operations.
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 utilized short-term borrowing to repurchase
its stock. ACMAT has also relied on dividends from its insurance subsidiaries to
repay debt.
The Company used cash flow for operations of $2,289,714 for the six-month period
ended June 30, 1999 compared to cash flow used for operations of $7,913,467 for
the same period in 1998.
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 1999 amounted to $743,849, compared
to net cash provided by investing activities of $14,456,706 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 June 30, 1999.
The Company maintains a short-term unsecured bank credit line totaling $10.0
million to fund interim cash requirements. There was $2,980,000 outstanding
under this line of credit at June 30, 1999.
During the six-month period ended June 30, 1999, the Company purchased, on the
open market and in privately negotiated transactions, 2,180 shares of its Common
Stock at an average price of $20.63. The Company also purchased, in open market
and privately negotiated transactions, 112,621 shares of its Class A Stock at an
average price of $14.40 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 $10,730,000 in 1999.
13
<PAGE> 14
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 substantially
compliant at June 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-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 June 30, 1999 was significantly above the level which might
require regulatory action.
14
<PAGE> 15
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 24, 1999.
b. Directors elected at the meeting:
<TABLE>
<CAPTION>
Votes Votes Brokers
For Against Non-Votes
<S> <C> <C> <C>
Henry Nozko, Sr. 763,866 478 0
Henry Nozko, Jr. 764,196 148 0
Victoria Nozko 763,926 418 0
John Creasy 763,996 348 0
Arthur Moore 764,216 128 0
Alfred T. Zlotopolski 764,216 128 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 764,308 20 16 0
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
a. 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: August 6, 1999 /S/ Henry W. Nozko, Sr.
---------------------------------------------
Henry W. Nozko, Sr. President and Chairman
Date: August 6, 1999 /S/ Henry W. Nozko, Jr.
---------------------------------------------
Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<CASH> 1,459,881
<SECURITIES> 111,332,672
<RECEIVABLES> 2,812,174
<ALLOWANCES> (257,617)
<INVENTORY> 0
<CURRENT-ASSETS> 121,704,952
<PP&E> 17,722,387
<DEPRECIATION> 4,924,516
<TOTAL-ASSETS> 142,476,075
<CURRENT-LIABILITIES> 69,272,562
<BONDS> 36,423,985
0
0
<COMMON> 2,971,095
<OTHER-SE> 33,808,433
<TOTAL-LIABILITY-AND-EQUITY> 142,476,075
<SALES> 4,476,184
<TOTAL-REVENUES> 6,265,327
<CGS> 2,695,640
<TOTAL-COSTS> 2,695,640
<OTHER-EXPENSES> 1,450,042
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 901,469
<INCOME-PRETAX> 1,218,176
<INCOME-TAX> 323,900
<INCOME-CONTINUING> 894,276
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 894,276
<EPS-BASIC> .30
<EPS-DILUTED> .27
</TABLE>
