-----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, UZEq4obDIAILCCSo10fa/j1nyiVdl6Z9/VEQkMstO9PMeln45gVD8gIcA5qZGizu wpjITPq6K9Wfa0wkHWhmDQ== 0000009346-08-000011.txt : 20080501 0000009346-08-000011.hdr.sgml : 20080501 20080501154548 ACCESSION NUMBER: 0000009346-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20080501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 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: 08794556 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 form8k.htm

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, 2008

 

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))

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, 2008, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the first quarter ended March 31, 2008. 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 2008, 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, 2008.

 

 

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 1, 2008

By: 

 

/s/ Gary W. Miller

 

Gary W. Miller, Chairman

 

and Chief Executive Officer

 

 

 

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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, 2008     

 

Unaudited First Quarter

Press Contact: G. Patrick Corydon     

 

(317) 636-9800     

 

corydon@baldwinandlyons.com     

 

 

BALDWIN & LYONS ANNOUNCES RESULTS FOR QUARTER

 

Indianapolis, Indiana, May 1, 2008—Baldwin & Lyons, Inc. (NASDAQ: BWINA, BWINB) today announced a first quarter net loss of $4.6 million, or $.30 per share, compared to net income of $8.2 million, or $.54 per share, for the first quarter of 2007. Operating income, defined as net income before investment gains or losses was $4.2 million, or $.28 per share, for the current quarter compared to $7.9 million, or $.52 per share, reported in 2007. Net investment losses totaled $8.8 million, or $.58 per share, during the quarter and compare to net investment gains of $.3 million, or $.02 per share in the prior year quarter.

Net premium earned by the Company’s insurance subsidiaries increased by 2.1% to $45.1 million for the first quarter of 2008. Direct and assumed premiums written for the current quarter increased 4% compared to the first quarter of 2007. The written and earned premium increases for the quarter were generated from volume increases in the Company’s independent contractor and reinsurance assumed products. These increases were partially offset by declines in written and earned premium in the Company’s private passenger and small fleet liability trucking programs and, to a lesser extent, the excess trucking programs where the markets have remained very competitive throughout 2008 and 2007.

The company’s quarterly consolidated combined ratio was 98.5%, before fee income (96.9% after fees), producing an underwriting gain of $.6 million, compared to last year’s first quarter ratio of 88.2%, before fees (86.4% after fees), and underwriting profits of $5.2 million. The increase in combined ratio is attributable to some large loss activity and also an unusually large amount of prior year reserve savings realized during the first quarter of 2007 while reserve savings realized during the current quarter were below average.

Pre-tax investment income decreased 13.3% for the current year's first quarter reflecting decreased yields in all categories of investments. Additionally, pre-tax investment income decreased due to a higher proportion of the Company’s bond portfolio allocated to municipal bonds in 2008. Net investment income, after tax, decreased 6.7% compared with the prior year first quarter.

Pre-tax investment losses for the quarter of $13.6 million included $12.0 million associated with limited partnership activity in line with domestic and foreign stock market fluctuations for the quarter. The largest portion of the current quarter loss was associated with the Company’s investment in the Indian stock market which had experienced large gains during 2007.

Shareholders’ equity decreased $11.4 million (3.0%) from December 31, 2007, including cash dividends paid of $3.8 million ($.25 per share). Book value per common share outstanding was $24.23 at March 31, 2008, a decrease of $.75 from year end 2007. The combination of book value change and cash dividends equals a negative 2.0% return on beginning book value for 2008.

Conference Call Information:

Baldwin & Lyons, Inc. has scheduled a conference call for May 1, 2008 at 11:00 AM ET (New York time) to discuss results for the first quarter ended March 31, 2008.

To participate via teleconference, interested parties may dial 888-254-3601 (U.S./Canada) or 913-312-1482 (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, 2008 by calling 888-203-1112 or 719-457-0820 and referencing passcode 5257024.

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 will be archived on the site until May 1, 2009.

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.

 


 

Financial Highlights (unaudited)

 

 

Baldwin & Lyons, Inc. and Subsidiaries

 

 

(In thousands, except per share data)

 

Three Months Ended

 

 

March 31

 

 

2008

 

2007

 

 

 

 

 

Operating revenue

 

$          50,588

 

$         50,433

Net investment gains (losses)

 

(13,575)

 

474

 

 

 

 

 

Total revenue

 

$          37,013

 

$         50,907

 

 

 

 

 

Operating income

 

$            4,216

 

$           7,903

Net investment gains (losses),

 

 

 

 

net of federal income taxes

 

(8,824)

 

308

 

 

 

 

 

Net income (loss)

 

($ 4,608)

 

$           8,211

 

 

 

 

 

Per share data - diluted:

 

 

 

 

Average number of shares

 

15,243

 

15,157

 

 

 

 

 

Operating income

 

$                .28

 

$               .52

Net investment gains (losses)

 

(.58)

 

.02

 

 

 

 

 

Net income (loss)

 

($ .30)

 

$               .54

 

 

 

 

 

Dividends paid to shareholders

 

$                .25

 

$               .45

 

 

 

 

 

Annualized return on average

 

 

 

 

shareholders' equity:

 

 

 

 

Operating income

 

5.0%

 

10.2%

 

 

 

 

 

Net income (loss)

 

-5.4%

 

10.6%

 

 

 

 

 

Consolidated combined ratio of

 

 

 

 

insurance subsidiaries (GAAP basis):

 

 

 

 

Without fee income

 

98.5%

 

88.2%

Including fee income

 

96.9%

 

86.4%

 

 


 

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.

 

 

 

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