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 March 31, 1995
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)
Registrants's telephone number including area code: (203) 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, 1995
- - - - -------------- ------------------
Common Stock 651,814
Class A Stock 3,107,267
2
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidates Statements of Stockholder's 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 8
Part II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
3
Part I Financial Information
Item I Financial Statements
ACMAT CORPORATION AND SUBSIDIARIES
Financial Statements
Consolidated Balance Sheets
March 31, December 31,
1995 1994
--------- ------------
ASSETS
Investments:
Fixed maturities-available for
sale, at market (Cost of
$116,409,682 in 1995 and
$111,996,797 in 1994) $115,907,970 108,911,211
Equity securities, at market value
(Cost $627,252 in 1995 and
$627,253 in 1994) 596,472 444,109
Limited partnership investment, at
market value (Cost $1,097,261 in 1995
and $1,123,120 in 1994) 1,216,475 1,204,914
Short-term investments, at cost which
approximates market 12,129,856 8,726,056
----------- -----------
Total investments 129,850,773 119,286,290
Cash 3,489,653 5,471,148
Accrued interest receivable 2,137,915 1,890,826
Reinsurance recoverable 3,616,302 4,228,879
Receivables, net 8,398,208 9,480,567
Federal income tax recoverable 23,518 23,518
Prepaid expenses 310,605 234,929
Deferred income taxes 2,561,090 2,285,649
Property & equipment, net 14,274,864 14,364,020
Deferred policy acquisition costs 3,524,282 3,661,421
Other assets 3,462,048 3,192,151
Intangibles, net 4,293,753 4,375,416
----------- -----------
$175,943,011 168,494,814
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Notes payable to banks $4,300,000 4,300,000
Accounts payable 2,124,203 2,302,202
Reserves for losses and loss
adjustment expenses 41,804,006 40,954,783
Unearned premiums 14,170,259 14,977,825
Cash Collateral held 16,286,435 10,403,706
Accrued liabilities 1,596,608 1,681,266
Income taxes 850,477 294,980
Long-term debt 42,553,211 43,405,266
----------- -----------
Total liabilities 123,685,199 118,320,028
Minority interests 12,692,420 12,169,851
Stockholders' Equity:
Common Stock (No Par Value; 3,500,000 shares
Authorized; 651,814 and 652,920
Shares Issued and Outstanding) 651,814 652,920
Class A Stock (No Par Value; 10,000,000
Shares Authorized; 3,224,567 and
3,313,067 shares Issued and Outstanding) 3,224,567 3,313,067
Additional paid-in capital 8,595,714 9,358,948
Retained earnings 27,454,528 26,251,103
Net unrealized loss on securities (361,231) (1,571,103)
----------- -----------
Total stockholders' equity 39,565,392 38,004,935
----------- -----------
$175,943,011 168,494,814
=========== ===========
See Notes to Consolidated Financial Statements.
3
4
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
Three Months Ended March 31, 1995 and 1994
1995 1994
---- ----
Earned premiums $5,702,614 6,539,866
Contract revenues 2,720,521 1,816,536
Investment income, net 1,376,886 1,175,613
Net realized capital gains (losses) (120) 23,610
Other income 165,934 178,808
--------- ---------
9,965,835 9,734,433
--------- ---------
Cost of contract revenues 2,529,468 1,904,169
Losses and loss adjustment expenses 1,710,784 1,961,979
Amortization of policy acquisition costs 1,088,831 1,148,735
Selling, general and administrative expenses 1,366,390 1,635,857
Interest expense 1,210,835 1,381,608
--------- ---------
7,906,308 8,032,348
--------- ---------
Earnings before income taxes and minority
interests 2,059,527 1,702,085
Income taxes
Federal 481,985 400,618
State 40,000 26,500
--------- ---------
521,985 427,118
--------- ---------
Earnings before minority interests 1,537,542 1,274,967
Minority interests (334,117) (371,208)
--------- ---------
Net earnings $1,203,425 903,759
========= =========
Net earnings per share .30 .22
Weighted average shares outstanding 3,965,165 4,180,794
See Notes to Consolidated Financial Statements.
4
5
ACMAT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Net
Common Class A unrealized
stock stock Additional gains Total
par par paid-in Retained (losses) stockholders'
value value capital earnings on securities equity
------ ------- ---------- -------- ------------- -------------
Balance as of December 31, 1993 $693,333 $3,392,051 $11,060,773 $21,411,242 $ 128,603 $36,686,002
Acquisition and retirement of 925
Shares of Common Stock (925) --- (8,630) --- --- (9,555)
Acquisition and retirement of 48,951
Shares of Class A Stock --- (48,951) (366,400) --- --- (415,351)
Effect of Adoption of FAS No. 115,
Net of Taxes --- --- --- --- 472,000 472,000
Net Unrealized Losses on Debt and
Equity Securities --- --- --- --- (947,810) (947,810)
Net Earnings --- --- --- 903,759 --- 903,759
-------- ---------- ----------- ----------- ---------- -----------
Balance as of March 31, 1994 $692,408 $3,343,100 $10,685,743 $22,315,001 ($ 347,207) $36,689,045
======== ========== =========== =========== ========== ===========
Balance as of December 31, 1994 $652,920 $3,313,067 $ 9,358,948 $26,251,103 ($1,571,103) $38,004,935
Acquisition and Retirement of 1,106
Shares of Common Stock (1,106) --- (15,484) --- --- (16,590)
Acquisition and Retirement of 88,500
Shares of Class A Stock --- (88,500) (747,750) --- --- (836,250)
Net Unrealized Appreciation of Debt
and Equity Securities --- --- --- --- 1,209,872 1,209,872
Net Earnings --- --- --- 1,203,425 --- 1,203,425
-------- ---------- ----------- ----------- ---------- -----------
Balance as of March 31, 1995 $651,814 $3,224,567 $8,595,714 $27,454,528 $ (361,231) $39,565,392
======== ========== =========== =========== ========== ===========
See Notes to Unaudited Consolidated Financial Statements.
5
6
ACMAT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 30, 1995 and 1994
1995 1994
---- ----
Cash flows from operating activities:
Net earnings $ 1,203,425 $ 903,759
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 591,295 886,951
Minority interests 334,117 371,208
Net realized capital (gains) losses 120 (23,610)
Changes in:
Accrued interest receivable (247,089) 91,850
Reinsurance recoverable 612,577 311,465
Receivables, net 1,082,359 (306,995)
Deferred policy acquisition costs 137,139 213,172
Prepaid expenses and other assets (363,780) 84,504
Accounts payable and accrued liabilities (262,657) 230,388
Cash collateral held 5,882,729 767,654
Reserves for losses and loss
adjustment expenses 849,223 836,964
Income taxes, net 280,056 365,623
Unearned premiums (807,566) (1,196,246)
---------- ----------
Net cash provided by operating
activities 9,291,948 3,536,687
---------- ----------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Fixed maturities-sold 130,802 7,928,923
Fixed maturities-matured 17,848,750 1,550,000
Equity securities - 925,272
Purchases of:
Fixed maturities (24,090,180) (7,764,797)
Equity securities - (384,013)
Limited Partnership Investment - (49,836)
Short-term investments, net (3,403,800) 294,196
Capital expenditures (54,120) (36,241)
---------- ----------
Net cash provided by (used for)
investing activities (9,568,548) 2,463,504
---------- ----------
Cash flows from financing activities:
Borrowings under line of credit - 1,700,000
Repayments on long-term debt (852,055) (12,207,000)
Payments for acquisition & retirement
of stock (852,840) (424,906)
---------- ----------
Net cash used for financing activities (1,704,895) (10,931,906)
---------- ----------
Net decrease in cash (1,981,495) (4,931,715)
Cash at beginning of period 5,471,148 8,666,748
---------- ----------
Cash at end of period $ 3,489,653 $ 3,735,033
========== ==========
See Notes to Consolidated Financial Statements.
6
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, 1994.
(2) Earnings Per Share
Earnings per share are computed using the weighted average number of Common and
Class A shares outstanding for the period and reflect the common stock
equivalency of outstanding stock options and warrants, if dilutive.
(3) Supplemental Cash Flow Information
Income taxes paid during the three months ended March 31, 1995 and 1994 was
$241,928 and $61,493, respectively, and interest paid for the three months
ended March 31, 1995 and 1994 was $736,236 and $886,039, respectively.
(4) Accounting Change
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("FAS") No. 115, Accounting for Certain Investments in
Debt and Equity Securities. Under FAS 115, debt securities are classified as
held for maturity, available for sale or trading. The Company classifies all
debt and equity securities as available for sale. As of January 1, 1994, debt
securities classified as available for sale, are carried at fair value and
unrealized gains and losses are excluded from earnings and recorded as a
separate component of stockholders' equity, net of estimated income taxes.
Adjustments to minority interests are made as a result of unrealized gains and
losses. The effect on stockholders' equity from adoption of the statement
resulted in an increase in stockholders' equity of $472,000, net of deferred
taxes, due to the revaluation of the Company's debt securities on January 1,
1994.
7
8
ACMAT CORPORATION AND SUBSIDIARIES
Item 2: Management's Discussion and Analysis of
Financial Conditions and Results of Operations
RESULTS OF OPERATIONS:
Overview
Net earnings increased 33% to $1,203,425 for the three months ended March 31,
1995 compared to $903,759 for the same period a year ago. The increase in net
earnings for the quarter ended March 31, 1995 reflects continued strong
earnings from insurance operations and improved earnings from the construction
operations, an increase in interest income and a decrease in interest expense.
Earned Premiums
Earned premiums for the three months ended March 31, 1995 decreased to
$5,702,614 compared to $6,539,866 for the same period in 1994. The decrease
in earned premiums is a result of some insurance policies issued with policy
durations in excess of twelve months. Net written premiums were $5,102,114
for the three months ended March 31, 1995 compared to $5,535,170 for the three
months ended March 31, 1994. Variances in net written premium have
historically occurred due to the fluctuations in size, number and timing of
bonds and policies bound by the Company.
Contract Revenues
Contract revenues increased 50% to $2,720,521 for the three-month period ended
March 31, 1995 compared to $1,816,536 for the same period in 1994. During the
past several years, the Company has focused on fewer more profitable projects.
Management has implemented several strategies designed to improve the results
of its construction contracting operations. First, the Company has focused
advertising to attract privately negotiated contracts which generally produce
higher gross margins. Second, the Company has increased its prices on publicly
bid contracts. The market for privately negotiated contracts is significantly
smaller than the market for publicly bid contracts. Finally, the Company has
focused on controlling both fixed and variable costs, primarily by minimizing
the use of its own labor force in favor of subcontracting many trades involved
in contract performance. Although the Company believes that these strategies
have improved, and will continue to improve, the results of its construction
contracting operations, such results will continue to be influenced by factors
beyond the Company's control, such as the state of the economy in the
Northeast, and there can be no assurance that these strategies will assure the
Company's construction contracting operations profitability.
Investment Income, Net
Net investment income increased to $1,376,886 for the three-month period ended
March 31, 1995 compared to $1,175,613 for the same period in 1994, representing
effective yields of 4.27% and 3.71%, respectively. The increase in investment
income in 1995 over 1994 was due substantially to higher yields on the
portfolio as the result of rising interest rates in 1994 as well as an increase
in the total invested assets. The 1994 rise in short-term interest rates has
begun to impact the portfolio. Invested assets, including cash, were
$133,340,426 and $124,757,438 at March 31, 1995 and December 31, 1994,
respectively. The increase in invested assets is attributable to the net cash
flow generated by written premiums, cash collateral and the reinvestment of
investment income offset by the repayment of debt and the repurchase of stock.
Net Realized Capital Gains
Realized capital losses from the sale of investments in the three-month period
ended March 31, 1995 were $120 compared to realized capital gains of $23,610
for the same period in 1994.
8
9
Cost of Contract Revenues
Cost of contract revenues increased to $2,529,468 for the three-month period
ended March 31, 1995 compared to $1,904,169 for the same period in 1994. The
increase in cost of contract revenues reflects the increase in contract
revenues offset by the elimination of the gross losses on the construction
operations. The Company's construction backlog was approximately $7,700,000 at
March 31, 1995 compared to $2,200,000 a year ago.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses were $1,710,784 for the three-month period
ended March 31, 1995 compared to $1,961,978 for the same period in 1994. The
decrease in losses and loss adjustment expenses are attributable to the
decrease in earned premiums from 1995 to 1994 without any fluctuations in the
loss ratios. Loss 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 $1,088,831 for the three-month
period ended March 31, 1995 as compared to $1,148,735 for the same period in
1994. Policy acquisition costs, primarily commissions, are deferred and
amortized over the policy term. The Company's acquisition expense ratio
increased to 41.6% in 1995 from 41.3% in 1994.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,366,390 for the
three-month period ended March 31, 1995 compared to $1,635,857 for the same
period in 1994. The decrease in the selling, general and administrative
expenses during 1995 is due primarily to a decrease in amortization of
intangible assets which was approximately $100,000 for the three-month period
ended March 31, 1995 compared to $301,000 for the same period in 1994.
Interest Expense
Interest expense decreased to $1,210,835 for the three-month period ended March
31, 1995 from $1,381,608 for the same period in 1994. The decrease in interest
expense in 1995 is due primarily to the repayment of notes totalling
$11,690,000 on March 31, 1994 offset in part by the issuance on June 30, 1994
of an $8,000,000 term loan.
Income Taxes
Income tax expense was $521,985 for the three-month period ended March 31, 1995
compared to $427,118 for the same period in 1994, representing effective
Federal tax rates of 23.4% and 23.5%, 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, 1995 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
9
10
patterns, loss experience, risk factors and current trends and considers their
efect 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.
The Company's insurance subsidiaries' loss ratios under generally accepted
accounting principles ("GAAP") was 30.0% for the three- month periods ended
March 31, 1995 and 1994. 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 41.6% and 41.3% for the
three-month period ended March 31, 1995 and 1994, respectively. The Company's
insurance subsidiaries' combined ratios under GAAP were 71.6% and 71.3% for the
three-month period ended March 31, 1995 and 1994, respectively.
LIQUIDITY AND CAPITAL RESOURCES:
The Company generates sufficient funds from its operations and maintains a
relatively high degree of liquidity in its investment portfolio. The primary
source of funds to meet the demands of claim settlements and operating expenses
are premium collections, investment earnings and maturing investments. As of
March 31, 1995, the Company had no material commitments for capital
expenditures and, in the opinion of management of the Company, the Company
currently has adequate sources of liquidity to fund its operations over the
next 12 months.
ACMAT, exclusive of its subsidiaries, has incurred negative cash flows from
operating activities primarily because of operating losses in its construction
contracting operations and interest expense related to notes payable and
long-term debt incurred to acquire and capitalize its insurance subsidiaries.
ACMAT has also incurred negative working capital as a result of holding short-
term debt related to 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 and its construction contracting operations without
regard to any dividends from ACMAT's insurance holding company subsidiaries,
United Coasts and ACSTAR Holdings. On a long-term basis, ACMAT could rely, if
necessary, on dividends from its insurance holding company subsidiaries to
improve its working capital. In 1995, the Company anticipates that internally
generated funds and short-term borrowings will be utilized for repayment of
long-term debt.
The Company realized cash flow from operations of $9,291,948 for the
three-month period ended March 31, 1995, compared to $3,536,687 for the same
period in 1994. Net cash flows provided by operations in 1995 were derived
principally from premium collections and cash collateral received for issuing
surety bonds. Substantially all of the Company's cash flow in 1994 was used to
repay $11,690,000 of debt on March 31, 1994.
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 used for investing activities in the first quarter of 1995 amounted to
$9,568,548, compared to net cash used for investing activities of $2,463,504
for the same period in 1994.
The terms of the Company's note agreements contain limitations on payment of
cash dividends, re-acquisition of shares, borrowings and investments and
require maintenance of specified ratios and minimum net worth levels, including
cross default provisions. The Company is prohibited from paying any dividend
prior to July 1, 1997. 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, 1995, except for the limitation on the reacquisition
of shares
10
11
which exceeded the Available Fund at March 31, 1995. The Company does not
consider this a significant event of default and expects to be in compliance
based upon additional earnings in the current year or to receive a waiver from
the note holders, as in prior years.
The Company maintains a short-term unsecured bank credit line of $10 million to
fund interim cash requirements. There was $4,300,000 outstanding under this
line of credit as of March 31, 1995. Effective June 30, 1994, this credit line
was modified to include an additional $8,000,000, six-year, term loan which is
repayable in quarterly installments.
During the three-month period ended March 31, 1995, the Company purchased, on
the open market and in privately negotiated transactions, 1,106 shares of its
Common Stock at an average price of $15.00. The Company also repurchased, in
open market and privately negotiated transactions, 88,500 shares of its Class A
Stock at an average price of $9.45 per share.
The Company's principal source of cash for repayment of long-term debt is
borrowings from its two insurance holding 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 are limited to approximately
$5,654,000 in 1995.
REGULATORY ENVIRONMENT
The National Association of Insurance Commissioners has recently adopted a
risk-based capital formula for property and casualty companies which will be
used by insurance regulators in assessing the capital adequacy of insurance
companies. The risk-based capital formula, effective December 31, 1994, is a
regulatory tool designed to identify weakly capitalized companies. The formula
determines a required amount of capital based on the risks that the insurer
assumes. Various regulatory actions are then prescribed if a company's ratio
falls below the minimum required ratio. These actions range from requiring the
insurer to submit a comprehensive plan to the insurance commissioner in the
event its statutory surplus falls below its Company Action Level which is 200%
of it Authorized Control Level, as calculated under the formula, to placing the
insurer under regulatory control if its statutory surplus falls below 70% of
its Authorized Control Level. The ratio for each of the Company's insurance
subsidiaries as of December 31, 1994 was significantly above the level which
might require regulatory action.
11
12
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits:
Exhibit 27 - Financial Data Schedule
b. Report on Form 8-K - None
12
13
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 12, 1995 ---------------------------------------------
Henry W. Nozko, Sr. President and Chairman
Date: May 12, 1995 ---------------------------------------------
Henry W. Nozko, Jr., Executive Vice President
Chief Operating Officer, and Treasurer
13