-----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, WnXxDbninfSjRLM+W36LRPj6kHNbqIzcyUi8pojL6b/zuv9lnLGaSSZWgpobnAht +hFJbM4zABIfpK9kY77+cg== 0000009346-09-000014.txt : 20090430 0000009346-09-000014.hdr.sgml : 20090430 20090430143222 ACCESSION NUMBER: 0000009346-09-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20090331 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090430 DATE AS OF CHANGE: 20090430 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: 09782797 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) April 30, 2009:

 

BALDWIN & LYONS, INC.

___________________________________________________________________________


 

(Exact name of registrant as specified in its charter)

 

Indiana

 

0-5534

35-0160330

(State of other jurisdiction of incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

1099 North Meridian Street, Indianapolis, Indiana                                                                                               46204

__________________________________________________________________________________________

(Address of principle 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 April 30, 2009, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the first quarter ended March 31, 2009. 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 2009, 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 April 30, 2009.

 

 

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 30, 2009

By: 

 

/s/ Gary W. Miller

 

Gary W. Miller, Chairman

 

and Chief Executive Officer

 

 

 

GRAPHIC 2 img4.gif GRAPHIC begin 644 img4.gif M1TE&.#EA9@(!`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y GRAPHIC 3 img5.gif GRAPHIC begin 644 img5.gif M1TE&.#EA9@(!`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y EX-99 4 exhibit991.htm


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 30, 2009

 

Unaudited First Quarter Financial Statements

Press Contact: G. Patrick Corydon

 

(317) 636-9800

 

corydon@baldwinandlyons.com

 

 

BALDWIN & LYONS ANNOUNCES RESULTS FOR QUARTER

Indianapolis, Indiana, April 30, 2009—Baldwin & Lyons, Inc. (NASDAQ: BWINA, BWINB) today announced first quarter operating income, defined as net income before investment gains and losses, of $6.2 million or $.42 per share, reduced by first quarter investment losses of $.8 million or $.05 per share, resulting in a net income for the quarter of $5.4 million or $.37 per share. This compares to operating income of $.28 per share, investment losses of $.58 per share and net loss of $.30 per share for the first quarter of 2008. Investment results during the current quarter were impacted by the ongoing loss of value in the global equity markets.

 

Premiums written by the Company’s insurance subsidiaries for the current quarter increased 6% compared to the 2008 period, reflecting 23% volume increases in the Company’s property reinsurance and private passenger automobile products.

Net premium earned decreased by 2% to $44.2 million for the first quarter of 2009. The changes in net premium earned, compared to premium written, reflect the increased utilization of reinsurance on fleet transportation products.

The company’s quarterly consolidated combined ratio was 89.0%, producing an underwriting gain of $4.9 million, compared to last year’s underwriting gain of $.6 million on a quarterly consolidated combined ratio of 98.5%. The current quarter combined ratio reflects an 11 point decrease in the consolidated loss ratio attributable to higher reserve savings on the closing of prior year losses as well as a decline in current year losses incurred in the fleet transportation products. The consolidated expense ratio was 1.7 points higher primarily as the result of the impact of the increased use of reinsurance on net premium earned.

Pre-tax investment income decreased 22% for the current year first quarter, while net investment income, after tax, decreased 19%. Both pre-tax and after tax investment income were down as the result of lower available rates on all investments classes, particularly short-term interest rates which have fallen to historic lows.

Shareholder’s equity decreased $4.4 million in the first quarter, including a $5.0 million decline in unrealized gains, cash dividends paid of $3.7 million ($.25 per share) and $.9 million used to


repurchase company stock on the open market. Book value overall decreased $.22 per share as a result of the above. The company repurchased 53,000 of Class B common stock at an average price of $16.48 durng the quarter, reducing total shares outstanding to 14,733,000. Nearly 2.5 million shares remain in the company’s repurchase authorization.

Conference Call Information:

Baldwin & Lyons, Inc. has scheduled a conference call for Thursday, April 30, 2009 at 11:00 AM ET (New York time) to discuss results for the first quarter ended March 31, 2009.

To participate via teleconference, investors may dial 888-205-6786 (U.S./Canada) or 913-312-0731 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through May 7, 2009 by calling 888-203-1112 or 719-457-0820 and referencing passcode 7622314.

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, 2010.

Also available on the investor relations section of our web site are complete interim financial statements 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

 

 

 

 

 

 

2009

 

 

 

 

2008

 

Operating revenue

 

 

 

$

48,992

 

 

 

$

50,588

 

Net investment losses

 

 

 

 

(1,232

)

 

 

 

(13,575

)

Total revenue

 

 

 

$

47,760

 

 

 

$

37,013

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

$

6,242

 

 

 

$

4,216

 

Net investment losses,

 

 

 

 

 

 

 

 

 

 

 

net of federal income taxes

 

 

 

 

(801

)

 

 

 

(8,824

)

Net income (loss)

 

 

 

$

5,441

 

 

 

 

($4,608

)

 

 

 

 

 

 

 

 

 

 

 

 

Per share data - diluted:

 

 

 

 

 

 

 

 

 

 

 

Average number of shares

 

 

 

 

14,767

 

 

 

 

15,243

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

$

.42

 

 

 

$

.28

 

Net investment losses

 

 

 

 

(.05

)

 

 

 

(.58

)

Net income (loss)

 

 

 

$

.37

 

 

 

 

($ .30

)

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to shareholders

 

 

 

$

.25

 

 

 

$

.25

 

 

 

 

 

 

 

 

 

 

 

 

 

Annualized return on average

 

 

 

 

 

 

 

 

 

 

 

shareholders' equity:

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

 

8.0

%

 

 

 

5.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

7.0

%

 

 

 

-5.4

%

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated combined ratio of

 

 

 

 

 

 

 

 

 

 

 

insurance subsidiaries (GAAP basis):

 

 

 

 

 

 

 

 

 

 

 

Without fee income

 

 

 

 

89.0

%

 

 

 

98.5

%

Including fee income

 

 

 

 

87.6

%

 

 

 

96.9

%


 

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.

 

 

GRAPHIC 5 img1.gif GRAPHIC begin 644 img1.gif M1TE&.#EAP``!`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y GRAPHIC 6 img2.gif GRAPHIC begin 644 img2.gif M1TE&.#EAP``!`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y GRAPHIC 7 img3.gif GRAPHIC begin 644 img3.gif M1TE&.#EA9@(!`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y
-----END PRIVACY-ENHANCED MESSAGE-----