<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, 2000
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, 2000
-------------- ----------------
<S> <C>
Common Stock 567,148
Class A Stock 2,246,454
</TABLE>
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1.Unaudited Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidated Statements of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2.Management's Discussion and Analysis of
Financial Conditions and Results of Operations 11
Part II OTHER INFORMATION
Item 4.Submission of Matters to a Vote of Security Holders 16
Item 6.Exhibits and Reports on Form 8-K 16
Signatures 17
</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 2000 1999
------ ---- ----
(Unaudited)
<S> <C> <C>
Investments:
Fixed maturities-available for sale at fair value (Cost of $83,622,873 in
2000 and $89,290,810 in 1999) $ 82,394,621 87,826,920
Equity securities, at fair value (Cost of $2,065,262 in 2000 and 1999) 1,636,916 1,614,763
Mortgage loans 300,531 --
Short-term investments, at cost which approximates fair value 4,152,654 518,557
------------- ------------
Total investments 88,484,722 89,960,240
Cash and cash equivalents 3,746,356 7,054,911
Accrued interest receivable 1,242,738 1,324,356
Reinsurance recoverable 889,555 3,924,064
Receivables, net 3,030,122 2,823,381
Income tax refund receivable 402,121 173,465
Prepaid expenses 202,214 106,049
Deferred income taxes 1,137,578 1,560,324
Property & equipment, net 12,600,672 12,675,956
Deferred policy acquisition costs 1,765,052 1,323,780
Other assets 2,998,565 2,360,366
Intangibles, net 2,405,394 2,568,719
------------- ------------
$ 118,905,089 125,855,611
============= ============
Liabilities & Stockholders' Equity
Accounts payable $ 2,485,007 1,923,081
Reserves for losses and loss adjustment expenses 32,250,315 38,544,491
Unearned premiums 6,428,988 5,262,468
Collateral held 10,039,399 11,954,554
Accrued liabilities 666,044 1,251,305
Long-term debt 29,998,666 30,792,720
------------- ------------
Total liabilities 81,868,419 89,728,619
Commitments and contingencies
Stockholders' Equity:
Common Stock (No par value; 3,500,000 shares authorized; 567,148
and 584,828 shares issued and outstanding) 567,148 584,828
Class A Stock (No par value; 10,000,000 shares authorized; 2,286,454
and 2,304,587 shares issued and outstanding) 2,286,454 2,304,587
Retained earnings 35,839,666 35,151,966
Accumulated other comprehensive income (loss) (1,656,598) (1,914,389)
------------- ------------
Total stockholders' equity 37,036,670 36,126,992
------------- ------------
$ 118,905,089 125,855,611
============= ============
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings (Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------------------------------ --------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earned premiums $2,119,632 2,356,264 4,468,106 4,745,713
Contract revenues 3,197,675 2,119,920 5,710,485 4,603,596
Investment income, net 1,216,594 1,360,043 2,359,148 2,727,081
Net realized capital gains (losses) -- 187,631 (108,554) 346,792
Other income 241,812 241,469 427,835 417,716
---------- ---------- ----------- ----------
6,775,713 6,265,327 12,857,020 12,840,898
---------- ---------- ----------- ----------
Cost of contract revenues 2,986,343 1,748,064 5,350,573 3,976,409
Losses and loss adjustment expenses 392,125 436,113 833,785 906,814
Amortization of policy acquisition costs 593,681 511,463 985,360 869,246
General and administrative expenses 1,283,344 1,450,042 2,547,892 2,860,240
Interest expense 731,447 901,469 1,477,857 1,815,125
---------- ---------- ----------- ----------
5,986,940 5,047,151 11,195,467 10,427,834
---------- ---------- ----------- ----------
Earnings before income taxes 788,773 1,218,176 1,661,553 2,413,064
Income taxes
Federal 211,164 303,900 453,637 597,730
State 15,000 20,000 35,000 40,000
---------- ---------- ----------- ----------
226,164 323,900 488,637 637,730
---------- ---------- ----------- ----------
Net earnings $ 562,609 894,276 1,172,916 1,775,334
========== ========== =========== ==========
Basic earnings per share $ .20 .30 .41 .59
Diluted earnings per share $ .19 .27 .40 .53
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
ACMAT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
June 30, 1999 and 2000
<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, 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
========= =========== =========== ============ =========== ============
Balance as of December 31, 1999 $ 584,828 2,304,587 -- 35,151,966 (1,914,389) 36,126,992
Comprehensive income:
Net unrealized gains on debt
and equity securities -- -- -- -- 257,791 257,791
Net earnings -- -- -- 1,172,916 -- 1,172,916
------------
Total comprehensive income 1,430,707
Acquisition and retirement of
17,680 shares of Common Stock (17,680) -- -- (318,240) -- (335,920)
Acquisition and retirement of
18,133 shares of Class A Stock -- (18,133) -- (166,976) -- (185,109)
--------- ----------- ----------- ------------ ----------- ------------
Balance as of June 30, 2000 $ 567,148 2,286,454 -- 35,839,666 (1,656,598) 37,036,670
========= =========== =========== ============ =========== ============
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,172,916 1,775,334
Adjustments to reconcile net earnings to net cash used for
operating activities:
Depreciation and amortization 792,340 902,684
Net realized capital (gains) losses 108,554 (346,792)
Changes in:
Accrued interest receivable 81,618 (169,500)
Reinsurance recoverable 3,034,509 (133,441)
Receivables, net (206,741) 1,183,154
Deferred policy acquisition costs (441,272) (205,856)
Prepaid expenses and other assets (741,150) (357,587)
Accounts payable and accrued liabilities (23,335) (85,353)
Reserves for losses and loss adjustment expenses (6,294,176) (2,214,162)
Collateral held (1,915,155) (3,049,259)
Income taxes, net 194,090 73,267
Unearned premiums 1,166,520 337,797
------------ ------------
Net cash used for operating activities (3,071,282) (2,289,714)
------------ ------------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 5,293,654 45,989,860
Fixed maturities-matured 7,661,000 5,939,136
Short term investments 6,495,204 123,965,330
Purchases of:
Fixed maturities (7,712,627) (62,236,700)
Equity securities -- (24,404)
Mortgages (300,531) --
Short-term investments (10,129,301) (112,711,816)
Capital expenditures (229,589) (177,557)
------------ ------------
Net cash provided by investing activities 1,077,810 743,849
------------ ------------
Cash flows from financing activities:
Borrowings under line of credit -- 2,980,000
Repayments on long-term debt (794,054) (776,015)
Issuance of Class A Stock -- 162,000
Payments for acquisition & retirement of stock (521,029) (1,666,471)
------------ ------------
Net cash provided by (used for) financing activities (1,315,083) 699,514
------------ ------------
Net decrease in cash (3,308,555) (846,351)
Cash at beginning of period 7,054,911 2,306,232
------------ ------------
Cash at end of period $ 3,746,356 1,459,881
============ ============
</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, 1999.
(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, 2000 and 1999:
<TABLE>
<CAPTION>
Average
Shares Per-Share
2000: Earnings Outstanding Amount
----- -------- ----------- ------
<S> <C> <C> <C>
Basic EPS:
Earnings available to stockholders $1,172,916 2,859,508 $.41
Effect of Dilutive Securities:
Stock options -- 41,904
---------- ---------
Diluted EPS:
Earnings available to stockholders $1,172,916 2,901,412 $.40
========== ========= ====
1999:
-----
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
========== ========= ====
</TABLE>
The Convertible Notes were anti-dilutive in 2000.
7
<PAGE> 8
(3) Supplemental Cash Flow Information
Income taxes paid during the six months ended June 30, 2000 and 1999 was
$294,547 and $564,463, respectively. Interest paid for the six months ended June
30, 2000 and 1999 was $1,302,508 and $1,466,377, respectively.
(4) 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, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Unrealized gains (losses) on investments:
Unrealized holding gain (loss) arising during period $186,145 (1,106,628)
Less reclassification adjustment for gains (losses) included in net income, net of
income tax expense (benefit) of ($36,908) and $117,909 for 2000 and 1999,
respectively (71,646) 228,883
-------- ----------
Other comprehensive income (loss) $257,791 (1,335,511)
======== ==========
</TABLE>
(5) 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. In June 2000, the FASB
issued Statement of Financial Accounting Standards No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an amendment of
FASB Statement No. 113," which amends the accounting and reporting standards of
FAS 133. 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. This Statement should not be applied
retroactively to financial statements of prior periods. The Company adopted the
deferral provisions of SFAS No. 137, effective January 1, 2000 and has not
completed its evaluation of the effect SFAS No. 133 will have on the Company's
results of operations or financial condition.
(6) Segment Reporting
The Company has three reportable operating segments: ACMAT Contracting, ACSTAR
Bonding and United Coastal Liability Insurance. The Company's reportable
segments are primarily the three main legal entities of the Company which offer
different products and services. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies.
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 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, professional,
products, pollution, asbestos, and lead 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.
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.
8
<PAGE> 9
The Company evaluates performance based on earnings before income taxes and
excluding interest expense. The Company accounts for intersegment revenue and
expenses as if the products/services were to third parties. Information relating
to the three segments for the three and six-month periods ended June 30, 2000
and 1999 is summarized as follows:
<TABLE>
<CAPTION>
Three Months ended Six Months ended
------------------ ----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
ACSTAR Bonding $1,375,302 1,471,344 3,022,938 2,799,737
United Coastal Liability Insurance 1,796,108 2,333,184 3,450,734 4,762,282
ACMAT Contracting 4,460,496 3,023,906 8,063,206 6,582,682
---------- ---------- ---------- ----------
$7,631,906 6,828,434 14,536,878 14,144,701
========== ========== ========== ==========
Operating Earnings:
ACSTAR Bonding $ 280,239 625,028 990,457 1,241,482
United Coastal Liability Insurance 873,337 1,322,935 1,561,399 2,582,379
ACMAT Contracting 477,354 253,594 806,365 584,478
---------- ---------- ---------- ----------
$1,630,930 2,201,557 3,358,221 4,408,339
========== ========== ========== ==========
Depreciation and Amortization:
ACSTAR Bonding $ 127,159 119,827 260,584 214,708
United Coastal Liability Insurance 98,435 93,399 200,729 164,725
ACMAT Contracting 149,217 254,908 331,111 523,251
---------- ---------- ---------- ----------
$ 374,811 468,134 792,424 902,684
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Identifiable Assets: June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
ACSTAR Bonding $ 40,967,248 44,594,402
United Coastal Liability Insurance 61,500,389 63,335,872
ACMAT Contracting 16,437,452 17,925,337
------------ -----------
$118,905,089 125,855,611
============ ===========
</TABLE>
The components of revenue for each segment for the three and six-month
periods ended June 30, 2000 and 1999 are as follows:
<TABLE>
Three Months ended Six Months ended
------------------ ----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
ACSTAR Bonding:
Premiums $1,076,284 1,105,577 2,361,090 2,090,110
Investment income, net 299,018 300,063 643,547 640,195
Capital gains/(losses) -- 65,705 -- 65,705
Other -- (1) 18,301 3,727
---------- ---------- ---------- ---------
$1,375,302 1,471,344 3,022,938 2,799,737
========== ========== ---------- =========
United Coastal Liability Insurance:
Premiums $1,043,348 1,250,687 2,107,016 2,655,603
Investment income, net 748,384 955,015 1,445,906 1,811,155
Capital gains -- 121,926 (108,554) 281,087
Other 4,376 5,556 6,366 14,437
---------- ---------- ---------- ---------
$1,796,108 2,333,184 3,450,734 4,762,282
========== ========== ========== =========
ACMAT Contracting:
Contract revenues $3,197,675 2,119,920 5,710,485 4,603,596
Investment income, net 13,455 4,622 47,012 25,388
Intersegment revenue:
Rental income 310,737 305,342 649,752 647,956
Underwriting services, agency
commissions and funds
administration services 701,193 358,914 1,252,789 906,190
Other 237,436 235,108 403,168 399,552
---------- ---------- ---------- ---------
$4,460,496 3,023,906 8,063,206 6,582,682
========== ========== ========== =========
</TABLE>
9
<PAGE> 10
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>
Three Months ended Six Months ended
------------------ ----------------
Revenue: 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total revenue for reportable segments $ 7,631,906 6,828,434 14,536,878 14,144,701
Intersegment eliminations (856,193) (563,107) (1,679,858) (1,303,803)
----------- ----------- ----------- -----------
$ 6,775,713 6,265,327 12,857,020 12,840,898
=========== =========== =========== ===========
Operating Earnings:
Total operating earnings for reportable
segments $ 1,630,930 2,201,557 3,358,221 4,408,339
Interest expense (731,447) (901,469) (1,477,857) (1,815,125)
Other operating expenses (110,710) (81,912) (218,811) (180,150)
----------- ----------- ----------- -----------
$ 788,773 1,218,176 1,661,553 2,413,064
=========== =========== =========== ===========
</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
CONSOLIDATED RESULTS OF OPERATIONS:
Net earnings were $562,609 for the three months ended June 30, 2000 compared to
$894,276 for the same period a year ago. Net earnings for the six months ended
June 30, 2000 were $1,172,916 compared to $1,775,334 for the six months ended
June 30, 1999. The decrease in 2000 net earnings compared to the 1999 net
earnings was due primarily to the realized capital losses in 2000 compared with
capital gains in 1999. The decrease in interest expense related to the reduction
of long-term debt was partially offset by the decrease in investment income.
Revenues were $6,775,713 for the three months ended June 30, 2000 compared to
$6,265,327 for the same period in 1999. Revenues were $12,857,020 for the six
months ended June 30, 2000 compared to $12,840,898 for the same period in 1999.
Earned premiums were $2,119,632 for the three months ended June 30, 2000
compared to $2,356,264 for the same period a year ago. Earned premiums were
$4,468,106 for the six months ended June 30, 2000 compared to $4,745,713 for the
same period in 1999. Contract revenues were $3,197,675 for the three months
ended June 30, 2000 compared to $2,119,920 for the same period a year ago.
Contract revenues were $5,710,485 for the six months ended June 30, 2000
compared to $4,603,596 for the six months ended June 30, 1999. Contract revenue
is difficult to predict and depends greatly on the successful securement of
contracts bid.
Investment income was $1,216,594 for the three months ended June 30, 2000
compared to $1,360,043 for the same period in 1999. Investment income was
$2,359,148 for the six months ended June 30, 2000 compared to $2,727,081 for the
same period in 1999. The decrease in investment income was primarily related to
a decrease in invested assets which were used to reduce long-term debt. There
were no net realized capital gains or losses for the three months ended June 30,
2000 compared to realized capital gains of $187,631 for the same period a year
ago. Net realized capital losses were $108,554 for the six months ended June 30,
2000 compared to net realized capital gains of $346,792 for the same period a
year ago.
Other income was $241,812 for the three months ended June 30, 2000 compared to
$241,469 for the same period in 1999. Other income was $427,835 for the six
months ended June 30, 2000 compared to $417,716 for the six months ended June
30, 1999. Other income consists primarily of rental income.
Losses and loss adjustment expenses were $392,125 for the three months ended
June 30, 2000 compared to $436,113 for the same period a year ago. Losses and
loss adjustment expenses were $833,785 for the six months ended June 30, 2000
compared to $906,814 for the same period a year ago. The decreases in losses and
loss adjustment expenses are attributable to the decline in earned premiums.
Amortization of policy acquisition costs were $593,681 for the three months
ended June 30, 2000 compared to $511,463 for the same period in 1999.
Amortization of policy acquisition costs were $985,360 for the six months ended
June 30, 2000 compared to $869,246 for the six months ended June 30, 1999. The
increase in amortization of policy acquisition costs is primarily attributable
to the increased rate of in commissions paid to agents.
Costs of contract revenues were $2,986,343 for the three months ended June 30,
2000 compared to $1,748,064 for the same period a year ago, representing gross
profit margin 6.6% and 17.5%, respectively. Costs of contract revenues were
$5,350,573 for the six months ended June 30, 2000 compared to $3,976,409 for the
same period a year ago, representing gross profit margins of 6.3% and 13.6%,
respectively. Gross margin fluctuates each year based upon the profitability
of specific projects.
General and administrative expenses were $1,283,344 for the three months ended
June 30, 2000 compared to $1,450,042 for the same period a year ago. General and
administrative expenses were $2,547,892 for the six months ended June 30, 2000
compared to $2,860,240 for the six months ended June 30, 1999. The decrease in
general and administrative expenses in 2000 compared to 1999 is due primarily to
the decrease in amortization of intangibles and a decrease in bad debt expense
offset in part by an increase in salary expense.
Interest expense was $731,447 for the three months ended June 30, 2000 compared
to $901,469 for the same period in 1999. Interest expense was $1,477,857 for the
six months ended June 30, 2000 compared to $1,815,125 for the same period a year
ago. The decrease in interest expense is due to the decrease in long-term debt.
During 1999, the Company repaid and refinanced long-term debt.
11
<PAGE> 12
Income tax expense was $226,164 for the three months ended June 30, 2000
compared to $323,900 for the same period a year ago representing effective tax
rates of 28.7% and 26.6%, respectively. Income tax expense was $488,637 for the
six months ended June 30, 2000 compared to $637,730 for the same period a year
ago, representing effective tax rates of 29.4% and 26.4%, respectively. The
fluctuation in the effective tax rate is due to tax exempt interest income
making up a smaller portion of taxable income in 2000.
Results of Operations by Segment:
<TABLE>
<CAPTION>
ACSTAR BONDING: Three Months ended June 30, Six Months ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $1,375,302 1,471,344 $3,022,938 2,799,737
Operating Earnings $ 280,239 625,028 $ 990,457 1,241,482
</TABLE>
Revenues for the ACSTAR Bonding segment were $1,375,302 for the three months
ended June 30, 2000 compared to $1,471,344 for the same period in 1999. Revenues
for the ACSTAR Bonding segment were $3,022,938 for the six months ended June 30,
2000 compared to $2,799,737 for the six months ended June 30, 1999. Net written
premiums were $1,044,616 for the three months ended June 30, 2000 compared to
$1,258,263 for the three months ended June 30, 1999. Net written premiums were
$2,414,245 for the six months ended June 30, 2000 compared to $2,274,957 for the
same period a year ago. Earned premiums were $1,076,284 for the three months
ended June 30, 2000 compared to $1,105,577 for the three months ended June 30,
1999. Earned premiums were $2,361,090 for the six months ended June 30, 2000
compared to $2,090,110 for the six months ended June 30, 1999.
The lower net written premiums and earned premiums for the three months ended
June 30, 2000 as compared to the three months ended June 30, 1999 reflect the
Company's new reinsurance treaty. Effective May 1, 2000, the Company cedes
significantly more of its bond exposure than under its previous reinsurance
treaties. Such reinsurance is applicable on a per principal basis for losses in
excess of $1,000,000 up to $13,000,000. Prior to May 1, 2000, reinsurance was
applicable to losses in excess of $2,000,000 on a per bond basis with the
company retaining approximately $5,000,000 of losses up to $13,000.000.
ACSTAR has experienced a significant increase in surety business submitted by
agents during 2000 as a result of developing stronger relationships with
selected agents. The Company has also been able to maintain its pricing levels
and its underwriting criteria during 2000.
Investment income was $299,018 for the three months ended June 30, 2000 compared
to $300,063 for the same period a year ago. Investment income was $643,547 for
the six months ended June 30, 2000 compared to $640,195 for the six months ended
June 30, 1999. The investment income reflects a decrease in invested assets
offset by an increase in the effective yield on those invested assets.
Operating earnings for the ACSTAR Bonding segment were $280,239 for the three
months ended June 30, 2000 compared to $625,028 for the same period in 1999.
Operating earnings for the six months ended June 30, 2000 were $990,457 compared
to $1,241,482 for the six months ended June 30, 1999. The decrease in 2000
operating earnings compared to 1999 operating earnings reflects the Company's
new reinsurance program and an increase in the amortization of policy
acquisition costs.
Losses and loss adjustment expenses were $55,288 for the three months ended June
30, 2000 compared to $55,278 for the same period a year ago. Losses and loss
adjustment expenses were $131,488 for the six months ended June 30, 2000
compared to $104,505 for the same period a year ago. Amortization of policy
acquisition costs were $462,841 for the three months ended June 30, 2000
compared to $341,547 for the same period in 1999. Amortization of policy
acquisition were $928,248 for the six months ended June 30, 2000 compared to
$604,511 for the same period a year ago. The increase in amortization of policy
acquisition costs in 2000 compared to 1999 is primarily attributable to the
increased rate of commissions paid to agents.
General and administrative expenses were $576,934 for the three months ended
June 30, 2000 compared to $449,491 for the same period a year ago. General and
administrative expenses were $972,745 for the six months ended June 30, 2000
compared to $849,239 for the same period a year ago. The increase in general and
administrative expenses is due primarily to the implementation of a Funds
Administration Agreement with ACMAT. ACMAT collects funds from certain obligees
of ACSTAR and makes payments directly to the vendors and subcontractors of
selected principals for certain bond obligations.
12
<PAGE> 13
UNITED COASTAL LIABILITY INSURANCE:
<TABLE>
<CAPTION>
Three Months ended June 30, Six Months ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $1,796,108 2,333,184 $3,450,734 4,762,282
Operating Earnings $ 873,337 1,322,935 $1,561,399 2,582,379
</TABLE>
Revenues for the United Coastal Liability Insurance segment were $1,796,108 for
the three months ended June 30, 2000 compared to $2,333,184 for the same period
in 1999. Revenues for the United Coastal Liability Insurance segment were
$3,450,734 for the six months ended June 30, 2000 compared to $4,762,282 for the
six months ended June 30, 1999. The 2000 decrease in revenue reflects a decrease
in earned premiums and investment income compared to 1999. Net written premiums
were $1,013,921 for the three months ended June 30, 2000 compared to $1,178,605
for the three months ended June 30, 1999. Net written premiums were $2,667,559
for the six months ended June 30, 2000 compared to $2,776,035 for the same
period a year ago. Earned premiums were $1,043,348 for the three months ended
June 30, 2000 compared to $1,250,687 for the three months ended June 30, 1999.
Earned premiums were $2,107,017 for the six months ended June 30, 2000 compared
to $2,655,603 for the six months ended June 30, 1999. The decrease in revenues
reflect the Company's strategy to avoid the unfavorable pricing in the Company's
casualty insurance market and use of invested assets to reduce Company debt.
Investment income was $748,384 for the three months ended June 30, 2000 compared
to $955,015 for the same period a year ago. Investment income was $1,445,906 for
the six months ended June 30, 2000 compared to $1,811,155 for the six months
ended June 30, 1999. The decrease in investment income was primarily related to
a decrease in invested assets as a result of dividends distributed to the parent
company to reduce corporate debt. There were no net realized capital gains for
the three months ended June 30, 2000 as compared to realized capital gains of
$121,926 for the same period a year ago.
Operating earnings for the United Coastal Liability Insurance segment were
$873,337 for the three months ended June 30, 2000 as compared to $1,322,935 for
the same period in 1999. Operating earnings for the six months ended June 30,
2000 were $1,561,399 compared to $2,582,379 for the six months ended June 30,
1999. The decrease in 2000 operating earnings compared to 1999 operating
earnings is due primarily to a decrease in earned premiums and investment income
offset in part by a reduction in amortization of policy acquisition costs and
losses and loss adjustment expenses.
Losses and loss adjustment expenses were $336,837 for the three months ended
June 30, 2000 compared to $380,835 for the same period a year ago. Losses and
loss adjustment expenses were $702,297 for the six months ended June 30, 2000
compared to $802,309 for the same period a year ago. The decrease in losses and
loss adjustment expenses are attributable to the decrease in earned premiums.
Amortization of policy acquisition costs were $333,770 for the three months
ended June 30, 2000 as compared to $374,512 for the same period in 1999.
Amortization of policy acquisition were $659,796 for the six months ended June
30, 2000 compared to $794,564 for the same period a year ago. The decrease in
amortization of policy acquisition costs is primarily attributable to the
decrease in earned premiums.
General and administrative expenses were $252,164 for the three months ended
June 30, 2000 compared to $254,902 for the same period a year ago. General and
administrative expenses were $527,242 for the six months ended June 30, 2000
compared to $583,030 for the same period a year ago. The decrease in general and
administrative expenses reflect the overall decrease in business activities.
<TABLE>
<CAPTION>
ACMAT CONTRACTING: Three Months ended June 30 Six Months ended June 30,
-------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $4,460,496 3,023,906 8,063,206 6,582,682
Operating Earnings $ 477,354 253,594 806,365 584,478
</TABLE>
Revenues for the ACMAT Contracting segment were $4,460,496 for the three months
ended June 30, 2000 compared to $3,023,906 for the same period in 1999. Revenues
were $8,063,206 for the six months ended June 30, 2000 compared to $6,582,682
for the same period a year ago. The 2000 increase in revenue reflects an
increase in contract revenues compared to 1999. Contract revenue is difficult to
predict and depends greatly on the successful securement of contracts bid.
13
<PAGE> 14
Operating earnings for the ACMAT Contracting segment were $477,354 for the three
months ended June 30, 2000 compared to $253,594 for the same period a year ago.
Operating earnings were $806,365 for the six months ended June 30, 2000 compared
to $584,478 for the six months ended June 30, 1999. The increase in 2000
operating earnings compared to 1999 operating earnings is due primarily to the
implementation of the Funds Administration Agreement with ACSTAR during the
second quarter of 2000 offset in part by reduced gross margins on the 2000
projects.
Cost of contract revenues were $2,986,343 for the three months ended June 30,
2000 compared to $1,758,064 for the same period in 1999 representing gross
profit margin of 6.6% and 17.1%, respectively. Cost of contract revenues were
$5,350,573 for the six months ended June 30, 2000 compared to $3,986,407 for the
same period a year ago, representing gross profit margins of 6.3% and 13.4%,
respectively. Gross margin fluctuates each year based upon the profitability
of specific projects.
General and administrative expenses were $996,799 for the three months ended
June 30, 2000 compared to $1,012,248 for the same period a year ago. General and
administrative expenses were $1,906,268 for the three months ended June 30, 2000
compared to $2,011,796 for the same period a year ago. The decrease in general
and administrative expenses in 2000 compared to 1999 is due primarily to the
decrease in the amortization of intangibles.
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, 2000 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 18.7% and 19.1% for the six-month periods
ended June 30, 2000 and 1999, 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 60.9% and 58.1% for the six-month
period ended June 30, 2000 and 1999, respectively. The Company's insurance
subsidiaries' combined ratios under GAAP were 79.6% and 77.2% for the six-month
period ended June 30, 2000 and 1999, respectively. The increase in the 2000
combined ratio results primarily from the increase in commissions paid.
LIQUIDITY AND CAPITAL RESOURCES:
The Company internally generates sufficient funds for its operations and
maintains a relatively high degree of liquidity in its investment portfolio. The
primary sources of funds to meet the demands of claim settlements and operating
expenses are premium collections, investment earnings and maturing investments.
The Company has no material commitments for capital expenditures and, in the
opinion of management, has adequate sources of liquidity to fund its operations
over the next year.
ACMAT, exclusive of its subsidiaries, has incurred negative cash flows from
operating activities primarily because of interest expense related to notes
payable and long-term debt incurred by ACMAT to acquire and capitalize its
insurance subsidiaries and to repurchase Company stock.
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.
14
<PAGE> 15
The Company used cash flow for operations of $3,071,282 for the six-month period
ended June 30, 2000 compared to $2,289,714 for the same period in 1999. Net cash
flows used for operations in 2000 were used principally for payment of losses
and loss adjustment expenses and the return of collateral. Substantially all of
the Company's cash flow was used to repay long-term debt, repurchase stock and
purchase investments. The Company's short term investment strategy coincides
with the relatively short maturity of its liabilities which are comprised
primarily of reserves for losses covered by claims-made insurance policies,
reserves related to surety bonds and collateral held for surety obligations.
Net cash provided by investing activities in the first six-months of 2000
amounted to $1,077,810 compared to $743,849 for the same period in 1999.
Purchases of investments are made based upon excess cash available after the
payment of losses and loss adjustment expenses and other operating and
non-operating expenses.
The terms of the Company's note agreements contain limitations on payment of
cash dividends, re-acquisition of shares, borrowings and investments and require
maintenance of specified ratios and minimum net worth levels, including cross
default provisions. The payment of future cash dividends and the re-acquisition
of shares are restricted each to amounts of an Available Fund. The Available
Fund is a cumulative fund which is increased each year by 20% of the
Consolidated Net Earnings (as defined). The Company is in compliance with all
covenants at June 30, 2000.
The Company maintains a short-term unsecured bank credit line totaling $10
million to fund interim cash requirements. There were no borrowings under this
line of credit as of June 30, 2000.
During the six-month period ended June 30, 2000, the Company purchased in the
open market and privately negotiated transactions, 17,680 shares of its Common
Stock at an average price of $19.00. During the six-month period ended June 30,
2000, the Company also purchased, in the open market and privately negotiated
transactions, 18,133 shares of its Class A Stock at an average price of $10.21
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 $10,077,000 in 2000.
The dividend limitation has increased from previous disclosures reflecting an
adjustment to reduce excess of statutory reserves over statement reserves and a
related increase in unassigned surplus.
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, 2000 was above the level which might require
regulatory action.
15
<PAGE> 16
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 22, 2000.
b. Directors elected at the meeting:
<TABLE>
<CAPTION>
Votes Votes Brokers
For Against Non-Votes
<S> <C> <C> <C>
Henry Nozko, Sr. 694,105 2,317 0
Henry Nozko, Jr. 686,815 9,607 0
Victoria Nozko 694,125 2,297 0
John Creasy 694,125 2,297 0
Arthur Moore 694,345 2,077 0
Alfred T. Zlotopolski 694,345 2,077 0
</TABLE>
c. Other matters voted upon:
<TABLE>
<CAPTION>
Brokers
For Against Abstain Non-Votes
1. Appointment of
<S> <C> <C> <C> <C>
Independent Auditors 695,779 472 171 0
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
a. 27 - Financial Data Schedule
b. Report on Form 8-K - None
16
<PAGE> 17
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 14, 2000 /S/ Henry W. Nozko, Sr.
-----------------------
Henry W. Nozko, Sr. President and Chairman
Date: August 14, 2000 /S/ Henry W. Nozko, Jr.
------------------------
Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
17
