-----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, L86m2PrjDnmhc4GxkLeRoo5ZN2JyVWynwZrl5lwPAgS/LVjuFOCm2oje5lVSfvO7 AXvsody8lAgX3Sq0SxPu1w== 0000009346-03-000016.txt : 20031029 0000009346-03-000016.hdr.sgml : 20031029 20031029102651 ACCESSION NUMBER: 0000009346-03-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031029 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: 03962428 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 pr8k032003.txt 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) October 28, 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 October 28, 2003, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the third quarter ended September 30, 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 third 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. October 29, 2003 By /S/ Gary W. Miller ------------------------ Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 4 exh-9913q.txt 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. October 28, 2003 Unaudited Third Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 COMPANY POSTS RECORD THIRD QUARTER AND NINE MONTH OPERATING INCOME AND RECORD YEAR-TO-DATE NET INCOME INDIANAPOLIS, INDIANA, OCTOBER 28, 2003--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced record third quarter operating income, defined as net income before capital gains or losses, of $6.8 million, or $.46 per share. This compares to operating income of $6.1 million, or $.41 per share, for the third quarter of 2002. Net capital gains of $1.3 million, or $.09 per share, were realized during the current quarter in contrast to capital losses of $.22 per share in the prior year quarter. Including net capital gains, third quarter net income was $8.1 million, or $.55 per share, compared to net income of $2.8 million, or $.19 per share, for the third quarter of 2002. For the nine months ended September 30, 2003, operating income was also a record at $19.5 million, or $1.33 per share, compared to the previous record of $16.4 million, or $1.11 per share, during the prior year period, a 19% increase. Net capital gains of $3.5 million, or $.23 per share, were realized in the 2003 period in contrast to capital losses of $.21 per share a year earlier. Net income for the current year-to-date was a record $23.0 million, or $1.56 per share, compared to $13.2 million, or $.90 per share, for the first nine months of 2002. Direct and assumed premiums written increased 32% from the third quarter of 2002 to a record $57.5 million, with Protective and Sagamore Insurance Companies, registering gains of 30% and 37%, respectively. Year-to-date, record direct and assumed premiums written of $170.6 million are up 37% with Protective and Sagamore producing increases of 40% and 33%, respectively. Net premiums earned during the third quarter totaled $37.5 million, an increase of 39% from the $27.0 million reported for the third quarter of 2002. For the year-to-date, 2003 premiums earned increased 42% to $106.2 million. Both the quarterly and nine-month premium earned totals represent records for the Company. All products have experienced solid, double-digit, growth in earned premium for the calendar year except for small fleet trucking which is roughly breakeven for the nine months, but up 23% over the second quarter of 2003 and 25% over the third quarter of 2002. Pre-tax investment income continues to reflect historically low interest rates as well as the Company's heavier weighting to tax-exempt bonds, resulting in a 15% decline in pre-tax investment income when compared to the prior year. After tax investment income declined 12% for the quarter and 14% year-to-date. After tax yields have declined over 18% during the current year while positive cash flow from operations of $16.6 million for the quarter and $42.2 million for the nine months has increased the average of invested assets by 8% and 5%, respectively, as compared to 2002. The consolidated combined ratio of 91.4% produced an underwriting gain of $3.2 million compared to a combined ratio of 90.2% and an underwriting gain of $2.7 million for the third quarter of 2002. The consolidated loss and loss expense ratio increased from 64.3% in the prior year period to 65.1%. The consolidated underwriting expense ratio of 26.3% compares to 25.9% for the 2002 third quarter. Year-to-date, the consolidated combined ratio for 2003 was 91.5% compared to 90.9% for the first nine months of 2002. All products produced an underwriting profit in the current quarter and nine-month period except for the workers' compensation product within Sagamore's commercial division which is the Company's smallest product. -2- Shareholders' equity increased $29.5 million from December 31, 2002 and totals $314.1 million at September 30, 2003. An increase in unrealized capital gains for the year-to-date of $.68 per share contributed to the book value per common share outstanding of $21.36 at September 30, 2003, an increase of $1.93, or 10%, from year end 2002. CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for October 29, 2003 at 11:00 AM (New York time) to discuss results for the third quarter ended September 30, 2003. To gain access to the webcast of this call, please log on to http://www.vcall.com 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 January 29, 2004. 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 800-231-5571 (U.S./Canada) or 973-935-8504 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through November 5, 2003 by calling 877-519-4471 or 973-341-3080 and referencing passcode 4128632. Also available on our investor relations page are complete interim financial statements, information regarding our business segments, and copies of our filings with the Securities and Exchange Commission. -3- [GRAPHIC OMITTED]
FINANCIAL HIGHLIGHTS (UNAUDITED) Baldwin & Lyons, Inc. and Subsidiaries (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Nine Months Ended September 30 September 30 ----------------------------- ---------------------------- 2003 2002 2003 2002 ------------- ------------- ------------- ------------- Operating revenue $42,047 $31,852 $120,150 $89,570 Realized gains (losses) 2,048 (4,972) 5,335 (4,872) ------------- ------------- ------------- ------------- TOTAL REVENUE $44,095 $26,880 $125,485 $84,698 ============= ============= ============= ============= Income before realized capital transactions $ 6,791 $ 6,063 $ 19,487 $16,379 Realized net gains (losses) on investments, net of federal income taxes 1,331 (3,232) 3,468 (3,167) ------------- ------------- ------------- ------------- NET INCOME $ 8,122 $ 2,831 $ 22,955 $13,212 ============= ============= ============= ============= Per share data - diluted: Average number of shares 14,742 14,655 14,698 14,732 Income before realized capital transactions $ .46 $ .41 $ 1.33 $ 1.11 Realized net gains (losses) on investments .09 (.22) .23 (.21) ------------- ------------- ------------- ------------- NET INCOME $ .55 $ .19 $ 1.56 $ .90 ============= ============= ============= ============= Dividends paid to shareholders $ .10 $ .08 $ .30 $ .24 Annualized return on average shareholders' equity: Operating income 10.0% 9.5% 9.8% 8.5% Net income 12.0% 4.4% 11.6% 6.9% Consolidated combined ratio of insurance subsidiaries (GAAP basis) 91.4% 90.2% 91.5% 90.9%
[GRAPHIC OMITTED] NOTE: ALL DATA PRESENTED HAS BEEN RESTATED TO REFLECT A FIVE-FOR-FOUR STOCK SPLIT ISSUED IN FEBRUARY, 2003 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-----