-----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, V3DZFNmHgcUHRYrchRwCqJDFb90bOjirqYX+fPnPVKF+QAdCVYdOugKtdq+59zdo yhn5b4Y0pyWiGmRNM3WfCg== 0000009346-07-000020.txt : 20071105 0000009346-07-000020.hdr.sgml : 20071105 20071105124159 ACCESSION NUMBER: 0000009346-07-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 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: 071213017 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 pr8k093007.txt 3RD QUARTER 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) November 1, 2007 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 November 1, 2007, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the third quarter ended September 30, 2007. 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 third quarter 2007, 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 November 1, 2007. 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. November 5, 2007 By /s/ GARY W. MILLER ----------------------------- Gary W. Miller, Chairman and Chief Executive Officer EX-99 2 exh-9913q07.txt FINANCIAL HIGHLIGHTS 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. November 1, 2007 Unaudited Third Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com BALDWIN & LYONS ANNOUNCES RECORD NET INCOME FOR THE THIRD QUARTER AND RECORD OPERATING AND NET INCOME FOR NINE MONTHS INDIANAPOLIS, INDIANA, NOVEMBER 1, 2007--Baldwin & Lyons, Inc. (NASDAQ: BWINA, BWINB) today announced record third quarter net income of $11.7 million, or $.77 per share, compared to $9.9 million, or $.65 per share, for the third quarter of 2006. Operating income, defined as net income before investment gains or losses was $7.5 million, or $.50 per share, for the current quarter compared to $8.0 million, or $.53 per share, reported in 2006. Net investment gains totaled $4.2 million, or $.27 per share, during the quarter and compare to $1.9 million, or $.12 per share in the prior year quarter. For the nine months ended September 30, 2007, operating income was a record at $24.5 million, or $1.62 per share, compared to $21.1 million, or $1.41 per share, reported a year earlier. Net investment gains totaled $10.2 million, or $.67 per share, during the 2007 period compared to gains of $5.7 million a year earlier. Including investment gains, net income for the current year-to-date totaled a record $34.7 million, or $2.29 per share, compared to $26.9 million, or $1.79 per share, for the first nine months of 2006. Net premium earned by the Company's insurance subsidiaries increased by 5.4% from $42.3 million during 2006's third quarter to $44.6 million for the third quarter of 2007. For the nine months, earned premium increased by 4.6% to $133.6 million. Direct and assumed premiums written for the current quarter increased 5.0% compared to the third quarter of 2006 while premiums written were 1.0% lower for nine months. The earned premium increases for the quarter and year-to-date were aided by volume increases in the Company's independent contractor and reinsurance assumed products. The reinsurance assumed increases resulted primarily from new business generated by the Company's affiliation with Paladin Catastrophe Management. Competitive pressures continue for the Company's trucking and private passenger automobile products, both of which posted declines in written and earned premiums for the quarter and year-to-date. The company's quarterly consolidated combined ratio was 89.3%, producing underwriting profits of $4.8 million, compared to last year's third quarter ratio of 89.1% and underwriting profits of $4.6 million. The current quarter combined ratio reflects improved underwriting results from the Company's fleet trucking business compared to the prior year third quarter while reinsurance assumed results were not on par with the excellent prior year results as the result of some losses from the Paladin business. Those same factors impacted the combined ratio of 87.9% for the first nine months of 2007 compared to 90.8% for 2006. Pre-tax investment income decreased 2% for the current year third quarter reflecting a significantly higher proportion of the Company's bond portfolio allocated to municipal bonds in 2007. Net investment income, after tax, increased 5% from the prior year third quarter. For the nine months, pre-tax and after tax investment income were up 2% and 9%, respectively. The record net investment gains for the quarter of $.27 per share were largely due to gains from the Company's investments in limited partnerships. 2 Shareholders' equity increased $19.9 million (5.6%) from December 31, 2006, after cash dividends paid year-to-date of $19.7 million ($1.30 per share). Book value per common share outstanding was $24.79 at September 30, 2007, an increase of $1.19 from year end 2006. The combination of book value increase and cash dividends equals a 10.5% return on beginning book value for the nine month period. CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for November 1, 2007 at 11:00 AM ET (New York time) to discuss results for the third quarter ended September 30, 2007. To participate via teleconference, interested partues may dial 800-811-8845 (U.S./Canada) or 913-981-4905 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through November 8, 2007 by calling 888-203-1112 or 719-457-0820 and referencing passcode 4067391. The conference call will also be webcast. Interested parties may access the webcast through a link on the top of the Corporate Profile page on the investor relations section of our web site at www.baldwinandlyons.com. The webcast can also be accessed directly from the following web address : http://investor.shareholder.com/media/eventdetail.cfm?mediaid=26259&c=BWINB&medi akey=E3F9DEA23CDFABDB5574359EB6367BC4&e=0 The webcast will be archived on the site until November 1, 2008. Also available on the investor relations section of our web site 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 Nine Months Ended September 30 September 30 ------------------------------------ ---------------------------------------- 2007 2006 2007 2006 --------------- ---------------- ----------------- ------------------ Operating revenue $50,855 $48,891 $ 152,132 $ 147,279 Net investment gains 6,421 2,958 15,667 8,837 --------------- ---------------- ----------------- ------------------ TOTAL REVENUE $57,276 $51,849 $ 167,799 $ 156,116 =============== ================ ================= ================== Operating income $ 7,541 $ 7,956 $ 24,534 $ 21,118 Net investment gains, net of federal income taxes 4,173 1,923 10,183 5,744 --------------- ---------------- ----------------- ------------------ NET INCOME $11,714 $ 9,879 $ 34,717 $ 26,862 =============== ================ ================= ================== Per share data - diluted: Average number of shares 15,201 15,130 15,175 15,013 Operating income $ .50 $ .53 $ 1.62 $ 1.41 Net investment gains .27 .12 .67 .38 --------------- ---------------- ----------------- ------------------ NET INCOME $ .77 $ .65 $ 2.29 $ 1.79 =============== ================ ================= ================== Dividends paid to shareholders $ .60 $ .25 $ 1.30 $2.10 Annualized return on average shareholders' equity: Operating income 9.3% 10.5% 10.2% 9.2% Net income 14.4% 13.1% 14.5% 11.7% Consolidated combined ratio of insurance subsidiaries (GAAP basis): Without fee income 89.3% 89.1% 87.9% 90.8% Including fee income 87.7% 87.2% 86.3% 88.3%
[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-----