-----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, Nn2dV3yOIv9CI8RA4VTYKpeiQfOy7HWX5EKgfYnyWPjWEjqWcViK2bGX8hbl5dqW 1FVsTgr8b46Tdh5wYpXPag== 0000009346-03-000018.txt : 20031106 0000009346-03-000018.hdr.sgml : 20031106 20031106101301 ACCESSION NUMBER: 0000009346-03-000018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031106 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05534 FILM NUMBER: 03981188 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 10-Q 1 r10q093003.txt BALDWIN & LYONS, INC. 3RD QTR FORM 10Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 ------------------------------------------------------ For Quarter Ended Commission file number September 30, 2003 0-5534 BALDWIN & LYONS, INC. (Exact name of registrant as specified in its charter) INDIANA 35-0160330 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1099 North Meridian Street, Indianapolis, Indiana 46204 - ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 636-9800 -------------- 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of November 6, 2003: TITLE OF CLASS NUMBER OF SHARES OUTSTANDING Common Stock, No Par Value: Class A (voting) 2,666,666 Class B (nonvoting) 11,900,602 Index to Exhibits located on page 15. Page 1 of a total of 22 pages PART I - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS
BALDWIN & LYONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30 December 31 2003 2002 ------------------ ------------------ ASSETS Investments: Fixed maturities $ 311,675 $ 290,155 Equity securities 118,146 105,441 Short-term and other 22,529 9,158 ------------------ ------------------ 452,350 404,754 Cash and cash equivalents 45,102 41,699 Accounts receivable 40,809 33,646 Reinsurance recoverable 154,566 137,870 Notes receivable from employees 5,163 7,494 Current federal income taxes - 1,701 Other assets 19,537 17,298 ------------------ ------------------ $ 717,527 $ 644,462 ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY Reserves for losses and loss expenses $ 309,214 $ 277,744 Reserves for unearned premiums 39,317 29,016 Accounts payable and accrued expenses 43,885 39,854 Note payable to bank - 7,500 Current federal income taxes 2,284 - Deferred federal income taxes 8,756 5,760 ------------------ ------------------ 403,456 359,874 Shareholders' equity: Common stock-no par value 621 621 Additional paid-in capital 35,359 35,248 Unrealized net gains on investments 39,659 29,640 Retained earnings 238,432 219,079 ------------------ ------------------ 314,071 284,588 ------------------ ------------------ $ 717,527 $ 644,462 ================== ================== Number of common and common equivalent shares outstanding 14,701 14,645 Book value per outstanding share $21.36 $19.43
See notes to condensed consolidated financial statements. - 2 -
BALDWIN & LYONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Nine Months Ended September 30 September 30 ---------------------------------- ---------------------------------- 2003 2002 2003 2002 --------------- --------------- ---------------- --------------- REVENUES Net premiums earned $ 37,513 $27,040 $106,174 $74,569 Net investment income 2,987 3,524 9,484 11,200 Realized net gains (losses) on investments 2,048 (4,972) 5,335 (4,872) Other income 1,547 1,288 4,492 3,801 --------------- --------------- ---------------- --------------- 44,095 26,880 125,485 84,698 EXPENSES Losses and loss expenses incurred 24,411 17,388 68,822 48,289 Other operating expenses 7,694 5,461 22,822 16,909 --------------- --------------- ---------------- --------------- 32,105 22,849 91,644 65,198 --------------- --------------- ---------------- --------------- INCOME BEFORE FEDERAL INCOME TAXES 11,990 4,031 33,841 19,500 Federal income taxes 3,868 1,200 10,886 6,288 --------------- --------------- ---------------- --------------- NET INCOME $ 8,122 $ 2,831 $22,955 $ 13,212 =============== =============== ================ =============== PER SHARE DATA: DILUTED EARNINGS $ .55 $ .19 $ 1.56 $ .90 =============== =============== ================ =============== BASIC EARNINGS $ .56 $ .19 $ 1.58 $ .90 =============== =============== ================ =============== DIVIDENDS PAID TO SHAREHOLDERS $ .10 $ .08 $ .30 $ .24 =============== =============== ================ =============== RECONCILIATION OF SHARES OUTSTANDING: Average shares outstanding - basic 14,558 14,553 14,557 14,630 Dilutive effect of options outstanding 184 102 141 102 --------------- --------------- ---------------- --------------- Average shares outstanding - diluted 14,742 14,655 14,698 14,732 =============== =============== ================ ===============
See notes to condensed consolidated financial statements. - 3 -
BALDWIN & LYONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) Nine Months Ended September 30 2003 2002 -------------- --------------- Net cash provided by operating activities $ 42,170 $ 16,837 Investing activities: Purchases of long-term investments (166,364) (123,809) Proceeds from sales or maturities of long-term investments 153,554 108,011 Net sales (purchases) of short-term investments (14,489) 17,994 Decrease (increase) in notes receivable from employees 2,316 (4,976) Other investing activities (1,920) (1,254) -------------- --------------- Net cash used in investing activities (26,903) (4,034) Financing activities: Dividends paid to shareholders (4,369) (3,472) Cost of treasury stock purchased - (8,978) Drawing on line of credit - 10,000 Repayment on line of credit (7,500) - Proceeds from sales of common stock 5 2 -------------- --------------- Net cash used in financing activities (11,864) (2,448) -------------- --------------- Increase in cash and cash equivalents 3,403 10,355 Cash and cash equivalents at beginning of period 41,699 31,840 -------------- --------------- Cash and cash equivalents at end of period $45,102 $42,195 ============== ===============
See notes to condensed consolidated financial statements. NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION: The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10Q and do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. Interim financial statements should be read in conjunction with the Company's annual audited financial statements. - 4 - NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (2) FORWARD-LOOKING STATEMENTS: 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. (3) REINSURANCE: The following table summarizes the Company's transactions with reinsurers for the 2003 and 2002 comparative periods.
2003 2002 ------------ ------------ Quarter ended September 30: Premiums ceded to reinsurers $ 19,000 $ 16,853 Losses and loss expenses ceded to reinsurers 18,795 8,557 Commissions from reinsurers 5,150 4,551 Nine months ended September 30: Premiums ceded to reinsurers 54,090 44,318 Losses and loss expenses ceded to reinsurers 61,077 27,890 Commissions from reinsurers 14,740 12,342
(4) COMPREHENSIVE INCOME OR LOSS: Total realized and unrealized income for the quarter ended September 30, 2003 was $9,547 and compares to a total realized and unrealized loss of $2,638 for the quarter ended September 30, 2002. For the nine months ended September 30, 2003, total realized and unrealized income was $33,741 and compares to a total realized and unrealized loss of $1,059 for the nine months ended September 30, 2002. - 5 - NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (5) REPORTABLE SEGMENTS - PROFIT OR LOSS: The following table provides certain profit and loss information for each reportable segment. All amounts presented are computed based upon generally accepted accounting principles. In addition, segment profit for fleet trucking includes the direct marketing agency operations conducted by the parent company and is computed after elimination of inter-company commissions and, accordingly, segment profit presented here will not agree with statutory underwriting gains for this segment which may be quoted elsewhere in the Company's financial statements.
2003 2002 ------------------------------------------ ----------------------------------------- DIRECT AND Direct and ASSUMED NET PREMIUM Assumed Net Premium PREMIUM EARNED AND SEGMENT Premium Earned and Segment WRITTEN FEE INCOME PROFIT (LOSS) Written Fee Income Profit (Loss) ------------- -------------- ------------ ------------- ------------- ------------ THREE MONTHS ENDED SEPTEMBER 30: PROTECTIVE PRODUCTS: Fleet trucking $ 37,803 $ 21,023 $ 8,241 $ 28,899 $ 14,055 $ 6,495 Reinsurance assumed 2,993 2,881 607 2,504 2,327 329 SAGAMORE PRODUCTS: Personal division 9,522 10,552 1,163 7,434 8,570 623 Commercial division: Small fleet trucking 4,407 2,620 59 2,884 2,076 405 Workers' compensation 2,595 1,630 (313) 1,720 926 15 ------------- -------------- ------------ ------------- ------------- ------------ Total Commercial division 7,002 4,250 (254) 4,604 3,002 420 All other 224 196 (202) 223 178 (350) ------------- -------------- ------------ ------------- ------------- ------------ Totals $ 57,544 $ 38,902 $ 9,555 $ 43,664 $ 28,132 $ 7,517 ============= ============== ============ ============= ============= ============ NINE MONTHS ENDED SEPTEMBER 30: PROTECTIVE PRODUCTS: Fleet trucking $ 108,290 $ 59,933 $ 23,279 $ 77,545 $ 37,958 $ 15,943 Reinsurance assumed 8,602 8,711 1,590 6,450 5,684 969 SAGAMORE PRODUCTS: Personal division 33,117 30,035 2,647 27,036 24,979 1,933 Commercial division: Small fleet trucking 12,744 6,523 237 8,629 6,466 1,112 Workers' compensation 7,137 4,315 (792) 4,354 2,531 40 ------------- -------------- ------------ ------------- ------------- ------------ Total Commercial division 19,881 10,838 (555) 12,983 8,997 1,152 All other 668 567 (258) 359 295 (345) ------------- -------------- ------------ ------------- ------------- ------------ Totals $ 170,558 $ 110,084 $ 26,703 $ 124,373 $ 77,913 $ 19,652 ============= ============== ============ ============= ============= ============
- 6 - NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (6) REPORTABLE SEGMENTS - RECONCILIATION TO CONSOLIDATED REVENUE AND CONSOLIDATED PROFIT OR LOSS: The following tables are reconciliations of reportable segment revenues and profits to the Company's consolidated revenue and income before federal income taxes, respectively.
Three Months Ended Nine Months Ended September 30 September 30 2003 2002 2003 2002 ------------- ------------- ------------- ------------- REVENUE: Net premium earned and fee income $ 38,902 $ 28,132 $ 110,084 $ 77,913 Net investment income 2,987 3,524 9,484 11,200 Realized net gains (losses) on investments 2,048 (4,972) 5,335 (4,872) Other 158 196 582 457 ------------- ------------- ------------- ------------- Total consolidated revenue $ 44,095 $ 26,880 $ 125,485 $ 84,698 ============= ============= ============= ============= PROFIT: Segment profit $ 9,555 $ 7,517 $ 26,703 $ 19,652 Net investment income 2,987 3,524 9,484 11,200 Realized net gains (losses) on investments 2,048 (4,972) 5,335 (4,872) Corporate expenses (2,600) (2,038) (7,681) (6,480) ------------- ------------- ------------- ------------- Income before federal income taxes $ 11,990 $ 4,031 $ 33,841 $ 19,500 ============= ============= ============= =============
(7) LOANS TO EMPLOYEES: In 2000, 2001 and 2002 the Company provided loans to certain key employees for the sole purpose of purchasing the Company's Class B common stock in the open market. $7,260 of such full-recourse loans were issued and $5,163 remain outstanding at September 30, 2003 and carry interest rates of between 4.75% and 6%, payable annually on the loan anniversary date. The underlying securities serve as collateral for these loans, which must be repaid no later than 10 years from the date of issue. No additional loans will be made under this program. (8) STOCK SPLIT: All share and per share amounts are adjusted for the five-for-four stock split on February 17, 2003. - 7 - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Company generally experiences positive cash flow from operations resulting from the fact that premiums are collected on insurance policies in advance of the disbursement of funds in payment of claims. Operating costs of the property/casualty insurance subsidiaries, other than loss and loss expense payments and commissions paid to related agency companies, generally average between 25% and 35% of premiums earned and the remaining amount is available for investment for varying periods of time pending the settlement of claims relating to the insurance coverage provided. The Company's cash flow relating to premiums is significantly affected by reinsurance programs in effect from time-to-time whereby the Company cedes both premium and risk to other insurance and reinsurance companies. These programs vary significantly among products and overall premium ceded rates, net of ceding commission allowances, have generally decreased since 2001, reflective of the effect of the provisions of reinsurance agreements currently in place. For the nine months ended September 30, 2003, the Company experienced positive cash flow from operations totaling $42.2 million, a significant improvement from the $16.8 million in positive cash flow generated during the first nine months of 2002. The primary difference in cash flows for the periods presented is attributable to a 53% increase in premiums collected net of reinsurance. The increase in premium collections was partially offset by a related increase in operating expenses that normally follows such a premium volume increase as well as an increase federal income taxes paid. For several years, the Company's investment philosophy has emphasized the purchase of relatively short-term instruments with maximum quality and liquidity. The average life of the Company's fixed income (bond and short-term investment) portfolio was approximately 3.8 years at September 30, 2003 compared to 2.9 years at December 31, 2002. The Company's assets at September 30, 2003 included $45.1 million in investments classified as short-term or cash equivalents that were readily convertible to cash without significant market penalty. An additional $72.4 of fixed maturity investments will mature within the twelve-month period following September 30, 2003. The Company believes that these liquid investments are more than sufficient to provide for projected claim payments and operating cost demands even before consideration of current positive cash flows. Consolidated shareholders' equity is composed largely of GAAP shareholder's equity of the insurance subsidiaries. As such, there are statutory restrictions on the transfer of portions of this equity to the parent holding company. At September 30, 2003, $44.4 million may be transferred by dividend or loan to the parent company without approval by, or prior notification to, regulatory authorities. An additional $203.0 million of shareholder's equity of the insurance subsidiaries may be advanced or loaned to the parent holding company with prior notification to, and approval from, regulatory authorities. The Company believes that these restrictions pose no material liquidity concerns to the Company. The financial strength and stability of the subsidiaries would permit ready access by the parent company to short-term and long-term sources of credit. The parent company had cash and marketable securities valued at $39.8 million at September 30, 2003. - 8 - The Company's annualized premium writing to surplus ratio for the first nine months of 2003 was approximately 51%. Regulatory guidelines generally allow for writings of 200% of surplus. Accordingly, the Company can continue to increase premium writings significantly with no need to raise additional capital. Further, the Insurance Subsidiaries' individual capital levels are several times higher than the minimum amounts designated by the National Association of Insurance Commissioners. RESULTS OF OPERATIONS COMPARISONS OF THIRD QUARTER, 2003 TO THIRD QUARTER, 2002 Net premiums earned during the third quarter of 2003 increased $10.5 million (39%) as compared to the same period of 2002. The increase is due primarily to a 51% increase in premiums from the Company's fleet trucking program as the market has allowed the Company to maintain rate levels while continuing to add new accounts over the past year. In addition, premiums from the Company's small business workers' compensation, small fleet trucking and private passenger automobile programs increased 82%, 25% and 23%, respectively, due to rate increases by competitors, which allow Sagamore's pricing to be more competitive, as well as continued geographic expansion. Direct and assumed premiums written during the third quarter of 2003 totaled $57.5 million, a 32% increase from the $43.7 million reported a year earlier. All divisions experienced direct premium growth ranging from 20% to 53% when compared to the third quarter of 2002. Premium ceded to reinsurers averaged 35.0% of direct premium production for the current quarter compared to 41.1% a year earlier. Net investment income, before tax, during the third quarter of 2003 was 15% lower than the third quarter of 2002 due primarily to the continuing historically low level of investment yields. The short-term nature of the Company's fixed income investment portfolio has been negatively impacted by the numerous interest rate reductions by the Federal Reserve Board since January 1, 2001. Pre-tax yields dropped nearly three-quarters of a percentage point from the prior year quarter. After tax yields posted a slightly smaller decline as a portion of the Company's fixed income portfolio was converted from taxable to tax-exempt securities. The average life of the Company's fixed income portfolio increased from 2.9 years at the prior year-end to 3.8 years at September 30, 2003. The third quarter 2003 net realized gain of $2.0 million consisted of net gains on the disposal of equity securities, short-term investments and fixed maturities of $1.9 million, $.2 million and $.1 million, respectively. The above gains were partially offset by a charge for other-than-temporary impairment on investments of $.2 million. - 9 - Losses and loss expenses incurred during the third quarter of 2003 increased $7.0 million from that experienced during the third quarter of 2002, consistent with the increase in premium volume previously discussed. Loss ratios for each of the Company's major product lines were as follows:
2003 2002 ---- ---- Large and medium fleet trucking 65.5% 64.4% Private passenger automobile 60.8 63.8 Small fleet trucking 66.2 44.3 Voluntary reinsurance assumed 60.0 70.8 Small business workers' compensation 80.2 61.7 All lines 65.1 64.3
The increase in the Small Fleet Trucking loss ratio resulted from higher frequency and severity of claims compared to an unusually low third quarter of 2002. The 2003 Small Business Workers' Compensation loss ratio reflects continuing reevaluation of the adequacy of prior period loss reserving. Other operating expenses for the third quarter of 2003 increased 41% from the third quarter of 2002. Adjusted for ceding allowances, operating expenses increased 28% from the third quarter of 2002 and compare favorably with the 39% increase in premiums earned from the 2002 quarter as many of the Company's expenses do not vary directly with premium volume. Ceding allowances as a percentage of direct expenses have declined due to changes in the Company's reinsurance structure whereby the Company now retains a greater percentage of the risk compared to prior periods, particularly within the fleet trucking product. In addition, ceding allowance rates are slightly lower under current reinsurance agreements compared to rates in effect under prior period agreements. Available capacity within each of the Company's divisions has allowed for the expansion of business with only minimal additions to personnel and other fixed costs over the past year. Management believes that significant additional capacity exists before most divisions would be obliged to incur meaningful increases in personnel or other fixed costs. The Company cedes a large portion of its direct premiums to reinsurers and these reinsurance premiums carry significant expense offsets. Ceding allowances totaled $5.2 million for the 2003 quarter compared to $4.6 million for the 2002 quarter. The ratio of consolidated other operating expenses to operating revenue was 18.3% during the third quarter of 2003 compared to 17.1% for the 2002 third quarter reflecting the diminished effect of ceding commissions, contingent commissions to non-affiliated agents resulting from lower loss ratios and increases in payroll resulting from expanding business. The effective federal tax rate for consolidated operations for the third quarter of 2003 was 32.3% and is less than the statutory rate primarily because of tax exempt investment income. As a result of the factors mentioned above, principally the change in net realized capital gains, net income increased $5.3 million (186.9%) during the third quarter of 2003 as compared with the 2002 second quarter. - 10 - COMPARISONS OF NINE MONTHS ENDED SEPTEMBER 30, 2003 TO NINE MONTHS ENDED SEPTEMBER 30, 2002 Net premiums earned increased $31.6 million (42%) during the first nine months of 2003 as compared to the same period of 2002. The increased premium volume is primarily attributable to a 61% increase in the Company's fleet trucking product for the same reasons mentioned above in the quarterly comparison. In addition, net premiums earned for the private passenger automobile, voluntary reinsurance assumed, and small business workers' compensation products increased 20%, 38% and 73%, respectively, all for reasons discussed in the quarterly comparison. Direct premiums written and assumed during the first nine months of 2003 totaled $170.6 million, a 37% increase from the $124.4 million reported a year earlier. All divisions experienced direct premium growth ranging from 22% to 64% when compared to the first nine months of 2002. Premium ceded to reinsurers averaged 33.4% of direct premium production for the current year-to-date compared to 37.8% a year earlier. Net investment income during the first nine months of 2003 was 15% lower than the 2002 period for the same reasons as indicated in the quarterly comparison above. Overall pre-tax and after tax yields were lower during the current period consistent with the change in net investment income. The net realized gain on investments of $5.3 million for the first nine months of 2003 consists of net gains on the disposal of equity securities and fixed maturity investments of $7.0 million and $.6 million, respectively, and was partially offset by $.2 million in losses in short-term and other investments. The net realized gain was also partially offset by charges for other-than-temporary impairment on equity securities and fixed maturities of $1.6 million and $.4 million, respectively. Losses and loss expenses incurred during the first nine months of 2003 increased $20.5 million from the first nine months of 2002, consistent with the increased premium volume previously discussed. Loss and loss expense ratios for the comparative nine-month periods were as follows:
2003 2002 ---- ---- Large and medium fleet trucking 65.4% 67.6% Private passenger automobile 62.2 64.1 Small fleet trucking 60.5 50.0 Voluntary reinsurance assumed 62.5 64.7 Small business workers' compensation 80.7 57.3 All lines 64.8 64.8
The increase in the loss and loss expense ratio for small business workers' compensation is due to reserve strengthening of prior period cases resulting from a reevaluation of exposures for this product. Because of the relatively small size of this product, the higher product loss ratio did not have a material impact on the consolidated loss ratio. Other operating expenses increased $5.9 million (35%) during the first nine months of 2003 compared to the same period of 2002. Ceding commission allowances included in net expenses were $14.7 million for the 2003 period compared to $12.3 million in the prior year period. The ratio of other operating expenses to total revenue (adjusted for realized gains) was 19.0% for 2003 compared to 18.9% for 2002. The slight increase in this ratio is due to the same reasons mentioned in the quarterly comparison. - 11 - The effective federal tax rate for consolidated operations for the first nine months of 2003 was 32.2% and is less than the statutory rate primarily because of tax exempt investment income. As a result of the factors mentioned above, principally the change in net realized capital gains, net income increased $9.7 million (73.8%) during the first nine months of 2003 as compared with the 2002 period. FORWARD-LOOKING INFORMATION Any forward-looking statements in this report, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, 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 risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company's business is highly competitive and the entrance of new competitors into or the expansion of the operations by existing competitors in the Company's markets and other changes in the market for insurance products could adversely affect the Company's plans and results of operations; (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission; and (iv) other risks and factors which may be beyond the control or foresight of the Company. CRITICAL ACCOUNTING POLICIES There have been no changes in the Company's critical accounting policies as disclosed in the Form 10K filed for the year ended December 31, 2002. ITEM 4. CONTROLS AND PROCEDURES Baldwin & Lyons, Inc. management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. - 12 - PART II - OTHER INFORMATION ITEM 6 (a) EXHIBITS NUMBER AND CAPTION FROM EXHIBIT TABLE OF REGULATION S-K ITEM 601 EXHIBIT NO. - ---------------------------------------- ----------- (11) Statement regarding computation EXHIBIT 11 -- of per share earnings Computation of Per Share Earnings (99.1) Certification of CEO EXHIBIT 99.1 pursuant to Section 302 of the Certification of CEO Sarbanes-Oxley Act of 2002 And 18 U.S.C. 1350 (99.2) Certification of CFO EXHIBIT 99.2 pursuant to Section 302 of the Certification of CFO Sarbanes-Oxley Act of 2002 And 18 U.S.C. 1350 (99.3) Certification of CEO EXHIBIT 99.3 pursuant to Section 906 of the Certification of CEO Sarbanes-Oxley Act of 2002 And 18 U.S.C. 1350 (99.4) Certification of CFO EXHIBIT 99.4 pursuant to Section 906 of the Certification of CFO Sarbanes-Oxley Act of 2002 And 18 U.S.C. 1350 ITEM 6 (b) REPORTS ON FORM 8-K A Form 8-K was filed by the registrant on July 25, 2003 regarding its earnings announcement for the second quarter of 2003. -13 - 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 thereunto duly authorized. BALDWIN & LYONS, INC. Date November 6, 2003 By /S/ Gary W. Miller ----------------------- ----------------------------------- Gary W. Miller, Chairman and CEO Date November 6, 2003 By /S/ G. Patrick Corydon ----------------------- ----------------------------------- G. Patrick Corydon, Senior Vice President - Finance (Principal Financial and Accounting Officer) - 14 - BALDWIN & LYONS, INC. Form 10-Q for the fiscal quarter ended September 30, 2003 INDEX TO EXHIBITS BEGINS ON SEQUENTIAL PAGE NUMBER OF FORM EXHIBIT NUMBER 10-Q -------------- ----------------------------- EXHIBIT 11 Filed herewith electronically Computation of per share earnings EXHIBIT 99.1 Filed herewith electronically Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act and 18 U.S.C. 1350 EXHIBIT 99.2 Filed herewith electronically Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act and 18 U.S.C. 1350 EXHIBIT 99.3 Filed herewith electronically Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act and 18 U.S.C. 1350 EXHIBIT 99.4 Filed herewith electronically Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act and 18 U.S.C. 1350 - 15 - EX-99.CERT 4 exh-9910903.txt SECTION 302 CERTIFICATION - CEO Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION - ------------- I, Gary W. Miller, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baldwin & Lyons, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: November 6, 2003 /S/ Gary W. Miller - -------------------------- Gary W. Miller Chairman of the Board and Chief Executive Officer EX-99.CERT 5 exh-9920903.txt SECTION 302 CERTIFICATION - CFO Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION - ------------- I, G. Patrick Corydon, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baldwin & Lyons, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: November 6, 2003 /S/ G. Patrick Corydon - -------------------------- G. Patrick Corydon Senior Vice President and Chief Financial Officer EX-99.906 6 exh-9930903.txt SECTION 906 CERTIFICATION - CEO Exhibit 99.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baldwin & Lyons, Inc. (the "Company") on Form 10-Q for the quarterly period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary W. Miller, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ Gary W. Miller - ---------------------- Gary W. Miller Chairman of the Board and Chief Executive Officer November 6, 2003 EX-99.906 7 exh-9940903.txt SECTION 906 CERTIFICATION - CFO Exhibit 99.4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baldwin & Lyons, Inc. (the "Company") on Form 10-Q for the quarterly period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, G. Patrick Corydon, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ G. Patrick Corydon - ---------------------- G. Patrick Corydon Senior Vice President and Chief Financial Officer November 6, 2003 EX-11 8 exh-110903.txt EARNINGS PER SHARE
BALDWIN & LYONS, INC. FORM 10-Q, EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 --------------------------------- ----------------------------------- 2003 2002 2003 2002 --------------- --------------- ----------------- ---------------- BASIC: Average number of shares outstanding 14,558,195 14,552,661 14,556,752 14,630,002 =============== =============== ================= ================ Net income $8,121,996 $2,830,709 $22,954,868 $13,211,521 =============== =============== ================= ================ Per share amount $.56 $.19 $ 1.58 $ .90 =============== =============== ================= ================ DILUTED: Average number of shares outstanding 14,558,195 14,552,661 14,556,752 14,630,002 Dilutive stock options--based on treasury stock method using average market price 184,145 101,890 141,119 102,288 --------------- --------------- ----------------- ---------------- Totals 14,742,340 14,654,551 14,697,871 14,732,290 =============== =============== ================= ================ Net income $8,121,996 $2,830,709 $22,954,868 $13,211,521 =============== =============== ================= ================ Per share amount $.55 $.19 $ 1.56 $ .90 =============== =============== ================= ================
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