-----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, OsPH44E9qXiTFjS8QnlVtELcI82RN2E5OBhj9NWbl70Z3r+aF1udmZYP1kJfxAn1 i4Vdp5g6yzSlOBj/scZIOQ== 0000009346-04-000014.txt : 20040728 0000009346-04-000014.hdr.sgml : 20040728 20040728123711 ACCESSION NUMBER: 0000009346-04-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040727 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040728 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: 04935167 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 pr8k022004.txt FORM 8-K FOR SECOND 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) July 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 July 27, 2004, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the second quarter ended June 30, 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 second 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. July 28, 2004 By /s/ Gary W. Miller ------------------------ Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 2 exh-9912q04.txt SECOND QUARTER 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. July 27, 2004 Unaudited Second Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com BALDWIN & LYONS, INC. REPORTS RECORD SECOND QUARTER OPERATING INCOME INDIANAPOLIS, INDIANA, JULY 27, 2004-- Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced record second quarter operating income, defined as net income before capital gains or losses, of $7.4 million, or $.50 per share, compared to the previous second quarter record of $6.6 million, or $.45 per share, reported in 2003. Capital gains of $1.5 million, or $.10 per share, were realized during the current quarter and compare to capital gains of $3.7 million, or $.25 per share in the prior year quarter. Including capital gains, second quarter net income was $8.9 million, or $.60 per share, compared to $10.3 million, or $.70 per share, for the second quarter of 2003. For the six months ended June 30, 2004, operating income totaled $14.5 million, also a record at $.98 per share, up 14% from the previous record of $12.7 million, or $.87 per share, reported a year earlier. Capital gains of $5.3 million, or $.36 per share, were realized in the 2004 period compared to capital gains of $2.1 million a year earlier. Including capital gains, net income for the current year-to-date totaled a record $19.8 million, or $1.34 per share, eclipsing the previous record of $14.8 million, or $1.01 per share, for the first six months of 2003. Direct and assumed premiums written increased 12% from the second quarter of 2003 due primarily to a 20% increase in writings for Protective Insurance Company. This increase was offset partially by a 4% decrease in writings for Sagamore Insurance Company reflecting increased competition in both the personal and commercial automobile markets. For the six months, direct and assumed premiums written are up 12% with Protective and Sagamore producing increases of 17% and 4%, respectively. Net premiums earned by the Company's insurance subsidiaries during the second quarter totaled $43.4 million, an increase of 17% from the $37.0 million reported for the second quarter of 2003. For the year-to-date, 2004 premiums earned increased 19% to $81.9 million. Pre-tax investment income decreased 4% from the 2003 quarter due to a higher concentration of funds in tax-exempt municipal bonds in the 2004 quarter as a 12% increase in average funds invested was offset by a similar decline in the average after-tax yield from the prior year. This pattern was repeated from the first quarter and, for the year-to-date, pre-tax investment income decreased 5% while after tax income declined less than 2%. The consolidated combined ratio of 93.4% produced an underwriting gain of $2.8 million compared to a combined ratio of 91.2% and an underwriting gain of $3.3 million for the second quarter of 2003. The consolidated loss and loss expense ratio increased from 64.7% in the prior year period to 68.5% primarily as the result of increased severity of losses in the Company's fleet trucking lines. The consolidated underwriting expense ratio of 24.9% compares to 26.5% for the 2003 second quarter. Year-to-date, the consolidated combined ratio for 2004 was 92.9% compared to 91.5% for the first six months of 2003. All products produced an underwriting profit in the current quarter and six month period except for small business workers' compensation which continues with higher than acceptable loss ratios. -2- The Company has paid substantially increased dividends of 90 cents per share in the first six months of 2004 and $1.35 in the past twelve months. The book value per share of the Company's stock rose by 11 cents from year end and by $1.30 in the past twelve months ending at $22.11 on June 30, 2004 with total shareholders' equity of $326.4 million. CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for July 28, 2004 at 11:00 AM (New York time) to discuss results for the second quarter ended June 30, 2004. To gain access to the webcast of this call, please log on to HTTP://WWW.VIAVID.NET/DETAILPAGE.ASPX?SID=00001C84 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 October 28, 2004. 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 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 August 4, 2004 by calling 877-519-4471 or 973-341-3080 and referencing passcode 4880796. 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 - - --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (UNAUDITED) Baldwin & Lyons, Inc. and Subsidiaries (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Six Months Ended June 30 June 30 --------------------------- -------------------------- 2004 2003 2004 2003 ----------- ------------ ----------- ----------- Operating revenue $48,214 $41,527 $91,789 $78,103 Realized gains 2,290 5,739 8,108 3,287 ----------- ------------ ----------- ----------- TOTAL REVENUE $50,504 $47,266 $99,897 $81,390 =========== ============ =========== =========== Income before realized capital transactions $ 7,376 $ 6,570 $14,493 $12,696 Realized net gains on investments, net of federal income taxes 1,488 3,731 5,270 2,137 ----------- ------------ ----------- ----------- NET INCOME $ 8,864 $10,301 $19,763 $14,833 =========== ============ =========== =========== Per share data - diluted: Average number of shares 14,795 14,715 14,803 14,672 Income before realized capital transactions $ .50 $ .45 $ .98 $ .87 Realized net gains on investments .10 .25 .36 .14 ----------- ------------ ----------- ----------- NET INCOME $ .60 $ .70 $ 1.34 $ 1.01 =========== ============ =========== =========== Dividends paid to shareholders $ .40 $ .10 $ .90 $ .20 Annualized return on average shareholders' equity: Operating income 10.4% 10.0% 10.2% 9.7% Net income 12.4% 15.7% 14.0% 11.4% Consolidated combined ratio of insurance subsidiaries (GAAP basis) 93.4% 91.2% 92.9% 91.5%
- -------------------------------------------------------------------------------- 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-----