-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KAVi/FudIsv4ZiDbTaPXPa8LhNPNfnsKxP92z6cQuEVw5jrMMBxPxdJ8QzuqDENX FKoM5Pg2vDTj8BFXRhj0ow== 0000009346-03-000008.txt : 20030502 0000009346-03-000008.hdr.sgml : 20030502 20030501182459 ACCESSION NUMBER: 0000009346-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN & LYONS INC CENTRAL INDEX KEY: 0000009346 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 350160330 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05534 FILM NUMBER: 03677877 BUSINESS ADDRESS: STREET 1: 1099 N MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176369800 MAIL ADDRESS: STREET 1: 1099 NORTH MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: BALDWIN H C AGENCY INC DATE OF NAME CHANGE: 19720309 8-K 1 pr8k-012003.txt FORM 8-K FIRST QUARTER 2003 PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 30, 2003 BALDWIN & LYONS, INC. (Exact name of registrant as specified in its charter) INDIANA 0-5534 35-0160330 - ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 1099 NORTH MERIDIAN STREET, INDIANAPOLIS, INDIANA 46204 - ------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 636-9800 -------------- Not applicable -------------------------------------------------------------- (Former name of former address, if changed since last report.) ITEM 9. REGULATION FD DISCLOSURE The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 12 - Results of Operations and Financial Condition of Form 8-K and is being presented under Item 9 of Form 8-K in accordance with interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements. On April 30, 2003, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the first quarter ended March 31, 2003. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 9 and Item 12 as if fully set forth herein. Throughout its press release and in the conference call to discuss the results of its operations for the first quarter 2003, Baldwin presents and will present its results and operations in the manner it believes will be the most meaningful, which includes some measures that are not based on accounting principles generally accepted in the United States (GAAP). Baldwin management uses operating revenue, a non-GAAP financial measure, which is revenue excluding pre-tax realized investment gains and losses. It also uses operating income which is net income excluding after tax realized investment gains and losses. These financial measures are used to evaluate the Company's performance because the realization of investment gains and losses in any given period is largely discretionary as to timing and could distort the analysis of trends. Baldwin believes that the insurance industry equity analysts exclude realized gains and losses on investments in their analysis of Baldwin's results for the same reason. The combined ratios and the components thereof are presented in accordance with statutory accounting principles applied to the GAAP underwriting results. A copy of this press release is also posted on the Company's website. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BALDWIN & LYONS, INC. May 1, 2003 By /s/ Gary W. Miller --------------------------- Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 4 exh-991.txt PRESS RELEASE EXHIBIT Exhibit 99.1 [GRAPHIC OMITTED][GRAPHIC OMITTED] BALDWIN & LYONS, INC. PROTECTIVE INSURANCE COMPANY SAGAMORE INSURANCE COMPANY B & L INSURANCE, LTD. (BERMUDA) [OBJECT OMITTED] 1099 North Meridian Street Indianapolis, IN 46204 (317) 636-9800 Subj: Baldwin & Lyons, Inc. April 30, 2003 Unaudited First Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com FOR IMMEDIATE RELEASE --------------------- RECORD FIRST QUARTER OPERATING INCOME UP 25% -------------------------------------------- INDIANAPOLIS, INDIANA, APRIL 30, 2003--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced record first quarter operating income, defined as net income before capital gains or losses, of $6.1 million, or $.42 per share, compared to the previous first quarter record of $4.9 million, or $.33 per share, for the first quarter of 2002. Capital losses of $1.6 million, or $.11 per share, were realized during the current quarter compared to capital gains of $.5 million, or $.04 per share in the prior year quarter. Including these capital losses, first quarter net income was $4.5 million, or $.31 per share, compared to $5.5 million, or $.37 per share, for the first quarter of 2002. Direct premiums written increased 49% from the first quarter of 2002, to $56.9 million, with the Company's subsidiaries, Protective and Sagamore Insurance Companies, registering gains of 59% and 31%, respectively. Net premiums earned by the Company's insurance subsidiaries during the first quarter totaled $31.7 million, an increase of 46% from the $21.7 million reported for the first quarter of 2002. Pre-tax investment income decreased 13% from the 2002 quarter due to continuing declines in pre-tax yields in the Company's bond and short-term investment portfolios. Average invested assets increased 4% from the prior year resulting from positive cash flow; however, yields on new investments and reinvestment of maturing bonds declined, on average, almost 18% from the prior year. Overall after tax yields were also lower than the prior year period consistent with the pre-tax changes. The Company's excellent premium volume growth was accompanied by an increase in underwriting profitablility. The consolidated combined ratio of 91.9% produced an underwriting gain of $2.6 million compared to a combined ratio of 91.0% and an underwriting gain of $1.9 million for the first quarter of 2002. The consolidated loss and loss expense ratio increased from 63.5% in the prior year to 64.7%. The consolidated underwriting expense ratio of 27.2% compares to 27.5% for the 2002 first quarter. All divisions produced an underwriting profit in the current quarter except for the small business workers' compensation division which improved upon its prior first quarter combined ratio by over 13 points as increased premium volume brought this division's expense ratio down 11 points. Gary W. Miller, C.E.O. stated, "This quarter saw a continuation of meaningful premium volume increases with superior loss ratios in each of our lines of business. To increase volume while maintaining the underwriting discipline necessary to achieve our excellent combined ratio is satisfying and allows an optimistic view of the quarters ahead." During the first quarter, the Company distributed a 5-for-4 stock split while maintaining the quarterly dividend rate at $.10 per share on the expanded number of shares outstanding. Shareholders' equity increased $2.2 million from December 31, 2002 and totals $286.8 million at March 31, 2003. Dividend payments per share of $.10 and a reduction in unrealized capital gains for the quarter of $.08 led to a quarter end book value of $19.58, an increase of $.15 from year end 2002. -2- CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call today at 11:00 AM (EST) to discuss results for the first quarter ended March 31, 2003. To gain access to the webcast of this call, please log on to http://www.vcall.com/EventPage.asp?ID=83501 - ------------------------------------------- at least 15 minutes prior to the call to register and to download the necessary audio software. The webcast will be archived on the site until July 30, 2003. You may also access the webcast through a link on our investor relations page at www.baldwinandlyons.com. - ----------------------- To participate via teleconference, investors may dial 800-374-1372 (U.S./Canada) or 706-634-7372 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through May 7, 2003 by calling 800-642-1687 or 706-645-9291 and referencing passcode 9534242. Also available on our investor relations page are complete interim financial statements, information regarding our business segments, and links to filings with the Securities and Exchange Commission. [OBJECT OMITTED]
Financial Highlights (unaudited) Baldwin & Lyons, Inc. and Subsidiaries (In thousands, except per share data) Three Months Ended March 31, ----------------------------- 2003 2002 ------------- ------------- Operating revenue $36,576 $26,776 Realized gains (losses) (2,452) 835 ------------- ------------- TOTAL REVENUE $34,124 $27,611 ============= ============= Income before realized capital transactions $6,126 $4,916 Realized net gains (losses) on investments, net of federal income taxes (1,594) 543 ------------- ------------- NET INCOME $4,532 $5,459 ============= ============= Per share data - diluted: Average number of shares 14,656 14,881 Income before realized capital transactions $ .42 $ .33 Realized net gains (losses) on investments (.11) .04 ------------- ------------- NET INCOME $ .31 $ .37 ============= ============= Dividends paid to shareholders $ .10 $ .08 Annualized return on average shareholders' equity: Operating income 9.5% 7.7% Net income 7.1% 8.6% Consolidated combined ratio of insurance subsidiaries (GAAP basis) 91.9% 91.0%
[OBJECT OMITTED] FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS INVOLVE INHERENT RISKS AND UNCERTAINTIES. READERS ARE ENCOURAGED TO REVIEW THE COMPANY'S ANNUAL REPORT FOR ITS FULL STATEMENT REGARDING FORWARD-LOOKING INFORMATION. -----END PRIVACY-ENHANCED MESSAGE-----