-----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, NorXQXJWyk3dkAgJbvoM+8zUFOkoo/92iPLGnOidMzxitCLJfNtS53SKu5yJBczr JNZiaU2qIFDCx0wP0JY3mg== 0000009346-06-000013.txt : 20060503 0000009346-06-000013.hdr.sgml : 20060503 20060503153141 ACCESSION NUMBER: 0000009346-06-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 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: 06803653 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 pr8k033106.txt FIRST QUARTER 2006 EARNINGS 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) May 1, 2006 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) 2 ITEM 7.01 REGULATION FD DISCLOSURE The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 - Results of Operations and Financial Condition of Form 8-K and is being presented under Item 7.01 of Form 8-K. 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 May 1, 2006, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the first quarter ended March 31, 2006. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 9.01 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 2006, 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 the term OPERATING REVENUE, a non-GAAP financial measure, which is defined as REVENUE EXCLUDING PRE-TAX INVESTMENT GAINS AND LOSSES. It also uses the term operating income which is defined as NET INCOME EXCLUDING AFTER TAX INVESTMENT GAINS AND LOSSES. These financial measures are used to evaluate the Company's performance because the recognition 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 defined terms are used commonly in the property/casualty insurance industry and that equity analysts and the Company's significant shareholders exclude gains and losses on investments in their analysis of Baldwin's results for the same reason. The combined ratios and the components thereof, as presented herein, are commonly used in the property/casualty insurance industry and are applied to the Company's GAAP underwriting results. A copy of this press release is also posted on the Company's website. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Baldwin & Lyons, Inc. press release dated May 1, 2006. 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 3, 2006 By /s/ Gary W. Miller -------------------------- Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 3 exh-9911q06.txt FIRST QUARTER 2006 PRESS RELEASE 1 Exhibit 99.1 [GRAPHIC OMITTED][GRAPHIC OMITTED] 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. May 1, 2006 Unaudited First Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com BALDWIN & LYONS ANNOUNCES RECORD QUARTERLY NET INCOME INDIANAPOLIS, INDIANA, MAY 1, 2006--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) reported its highest ever quarterly net income of $11.6 million, or $.78 per share, aided by strong investment gains. This compares to the year earlier first quarter net income of $10.3 million, or $.70 per share. Operating income, defined as net income before capital gains and losses, was $7.0 million, or $.47 per share, compared to $7.1 million, or $.48 per share, for the first quarter of 2005. Net investment gains totaled $4.6 million, or $.31 per share, during the current quarter compared to gains of $3.2 million, or $.22 per share, in the prior year quarter. Net premium written for the current quarter totaled $51.3 million, level with the first quarter of 2005 and 18% higher than the fourth quarter of 2005. The increase in premium written from the previous quarter reflects normal seasonal fluctuations in the private passenger products and a 70% increase in premium written by the small fleet trucking division. Net premiums earned during the current quarter totaled $43.2 million, down 7% from the $46.7 million reported for the first quarter of 2005. Net premiums earned from the Company's two largest product groups, fleet trucking and private passenger automobile, each declined from prior year levels. Competitive pressures in both divisions have resulted in the loss of business. Gary Miller, C.E.O., noted that the Company's long-standing policy of pricing to profitability and knowing when to stop when competitive pricing leaves little chance of profit is reflected in the first quarter premium earned. The discontinuance of the small business workers' compensation program late in 2004 also contributed to the drop in net premiums earned when compared to the prior year first quarter. These decreases were partially offset by increases of 32% and 27% for the Company's reinsurance assumed and small fleet trucking products, respectively. Increases in premium assumed resulted primarily from rate increases related to the renewal of programs effective January 1, 2006. Pre-tax investment income increased 38% from the first quarter of last year. Continuing positive cash flow created more funds to invest and short-term yields have increased nearly two-fold during the past year. The consolidated combined ratio of 89.3% produced an underwriting gain of $4.6 million compared to a combined ratio of 90.6% and an underwriting gain of $4.4 million for the first quarter of 2005. The consolidated loss and loss expense ratio decreased slightly from 67.8% in the prior year period to 67.0%. The consolidated underwriting expense ratio of 22.3% compares to 22.8% for the 2005 first quarter. Including fee income, the consolidated combined ratio was 86.8% with all products generating underwriting profits in the current year's first quarter. Net investment gains for the first quarter of 2006 were $7.0 million compared to $4.9 million for the 2005 first quarter. Current quarter investment gains include approximately $4.7 million attributable to the increase in the fair 2 value of limited partnership investments held by the Company. Of this total, an estimated $4.1 million is composed of unrealized gains at the partnership level; however, applicable accounting pronouncements require the Company, as investor, to record the increase in unrealized limited partnership appreciation as part of revenue and income. First quarter, 2005 investment gains included $2.8 million from limited partnership investments. Shareholders' equity increased $9.4 million (2.7%) from December 31, 2005, after cash dividends paid during the quarter totaling $5.2 million ($.35 per share). Book value per common share outstanding was $23.89 at March 31, 2006, an increase of $.58 from year end 2005. CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for May 1, 2006 at 11:00 AM ET (New York Time) to discuss results for the first quarter ended March 31, 2006. To gain access to the webcast of this call, please log on to http://viavid.net/dce.aspx?sid=00002F31 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 August 1, 2006. 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 800-811-8824 (U.S./Canada) or 913-981-4903 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through May 8, 2006 by calling 888-203-1112 or 719-457-0820 and referencing passcode 4729691. 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 [OBJECT OMITTED]
FINANCIAL HIGHLIGHTS (UNAUDITED) Baldwin & Lyons, Inc. and Subsidiaries (In thousands, except per share data) THREE MONTHS ENDED MARCH 31, ----------------------------- 2006 2005 ------------- ------------ Operating revenue $49,641 $ 51,803 Net investment gains 7,014 4,936 ------------- ------------ TOTAL REVENUE $56,655 $ 56,739 ============= ============ Operating income $ 6,997 $ 7,138 Net investment gains, net of federal income taxes 4,559 3,208 ------------- ------------ NET INCOME $11,556 $ 10,346 ============= ============ Per share data - diluted: Average number of shares 14,889 14,845 Operating income $ .47 $ .48 Net investment gains .31 .22 ------------- ------------ NET INCOME $ .78 $ .70 ============= ============ Dividends paid to shareholders $ .35 $ .25 Annualized return on average shareholders' equity: Operating income 9.1% 10.0% Net income 15.0% 14.5% Consolidated combined ratio of insurance subsidiaries (GAAP basis): Without fee income 89.3% 90.6% Including fee income 86.8% 88.2%
[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-----