-----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, QfmjkRX8haTw1nziMcLNA1JUp+PuuLblANMtPI9cuBAq4cd0B3rfVriEwUUVDsXV BD8QWitzQSXnNy4d1Ewabw== 0000009346-04-000008.txt : 20040428 0000009346-04-000008.hdr.sgml : 20040428 20040428122403 ACCESSION NUMBER: 0000009346-04-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040428 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: 04759492 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 pr8k012004.txt FORM 8-K PRESS RELEASE 1 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 27, 2004 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 27, 2004, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the first quarter ended March 31, 2004. 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. 2 Throughout its press release and in the conference call to discuss the results of its operations for the first quarter 2004, 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. April 28, 2004 By /s/ Gary W. Miller ------------------------ Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 1 exh-9911q.txt EARNINGS PRESS RELEASE Exhibit 99.1 [COMPANY LOGO] BALDWIN & LYONS, INC. PROTECTIVE INSURANCE COMPANY SAGAMORE INSURANCE COMPANY B & L INSURANCE, LTD. (BERMUDA) - -------------------------------------------------------------------------------- 1099 NORTH MERIDIAN STREET INDIANAPOLIS, IN 46204 (317) 636-9800 Subj: Baldwin & Lyons, Inc. April 27, 2004 Unaudited First Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com FOR IMMEDIATE RELEASE BALDWIN & LYONS, INC. REPORTS RECORD FIRST QUARTER OPERATING INCOME AND NET INCOME INDIANAPOLIS, INDIANA, APRIL 27, 2004--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced record first quarter operating income, defined as net income before capital gains or losses, of $7.1 million, or $.48 per share, compared to the previous first quarter record of $6.1 million, or $.42 per share, for the first quarter of 2003. Capital gains of $3.8 million, or $.26 per share, were realized during the current quarter compared to capital losses of $1.6 million, or $.11 per share in the prior year quarter. Including capital gains, first quarter net income was a record $10.9 million, or $.74 per share, compared to $4.5 million, or $.31 per share, for the first quarter of 2003. Direct and assumed premiums written increased 13% from the first quarter of 2003, to a record $64.2 million, with the Company's subsidiaries, Protective and Sagamore Insurance Companies, registering gains of 13% and 12%, respectively. Net premiums earned during the first quarter totaled $38.5 million, an increase of 21% from the $31.7 million reported for the first quarter of 2003. Pre-tax investment income declined 6% from the 2003 first quarter. Average invested assets increased 12% from the prior year resulting from positive cash flow; however, overall pretax yields declined 14% reflecting lower available rates, some shifting to tax exempt bonds and a shortening of average maturities this quarter in the belief that meaningful interest rate increases are imminent. The consolidated combined ratio of 92.4% produced an underwriting gain of $2.9 million compared to a combined ratio of 91.9% and an underwriting gain of $2.6 million for the first quarter of 2003. The consolidated loss and loss expense ratio increased marginally from 64.7% in the prior year period to 65.6%. The consolidated underwriting expense ratio of 26.8% compares to 27.2% for the 2003 first quarter. With the exception of small business workers' compensation, which showed improved results, all products had an underwriting profit for the quarter. Shareholders' equity increased $4.0 million from December 31, 2003 even though record dividends of $.50 per share ($.10 regular and $.40 extra) were paid in the quarter. Book value per common share outstanding increased to $22.28 at March 31, 2004, an increase of $.28, or 1.3%, from year end 2003. CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for April 28, 2004 at 11:00 AM ET (New York Time) to discuss results for the first quarter ended March 31, 2004. To gain access to the webcast of this call, please log on to HTTP://WWW.VIAVID.NET/DEFAULT.ASPX 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 28, 2004. You may also access the webcast through a link on our investor relations page at WWW.BALDWINANDLYONS.COM. -2- To participate via teleconference, investors may dial 877-780-2271 (U.S./Canada) or 973-582-2737 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through May 5, 2004 by calling 877-519-4471 or 973-341-3080 and referencing passcode 4557017. 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. - --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (UNAUDITED) Baldwin & Lyons, Inc. and Subsidiaries (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended March 31, --------------------------- 2004 2003 ------------ ----------- Operating revenue $43,575 $36,576 Realized gains (losses) 5,818 (2,452) ------------ ----------- TOTAL REVENUE $49,393 $34,124 ============ =========== Income before realized capital transactions $ 7,117 $ 6,126 Realized net gains (losses) on investments, net of federal income taxes 3,782 (1,594) ------------ ----------- NET INCOME $10,899 $ 4,532 ============ =========== Per share data - diluted: Average number of shares 14,815 14,656 Income before realized capital transactions $ .48 $ .42 Realized net gains (losses) on investments .26 (.11) ------------ ----------- NET INCOME $ .74 $ .31 ============ =========== Dividends paid to shareholders $ .50 $ .10 Annualized return on average shareholders' equity: Operating income 10.1% 9.5% Net income 15.5% 7.1% Consolidated combined ratio of insurance subsidiaries (GAAP basis) 92.4% 91.9%
- -------------------------------------------------------------------------------- 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-----