-----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, E/OPWkDeoNhOgypanct+aWMvj7QizdIaEw0UwMh/iz8wNIMdhhVKnkCqe9b9iWuo qs0RmfGQtl9e4xV76MkWqg== 0000009346-05-000018.txt : 20051026 0000009346-05-000018.hdr.sgml : 20051026 20051025183814 ACCESSION NUMBER: 0000009346-05-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051025 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: 051155368 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 pr8k093005.txt FORM 8-K COVERING 3RD QUARTER 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) October 24, 2005 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 October 24, 2005, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the third quarter ended September 30, 2005. 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. Throughout its press release and in the conference call to discuss the results of its operations for the third quarter 2005, 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. October 25, 2005 By /s/ Gary W. Miller ------------------------------- Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 3 exh-9913q05.txt EARNINGS RELEASE 1 Exhibit 99.1 [GRAPHIC OMITTED][GRAPHIC OMITTED] BALDWIN & LYONS, INC. PROTECTIVE INSURANCE COMPANY SAGAMORE INSURANCE COMPANY B & L INSURANCE, LTD. (BERMUDA) [OBJECT OMITTED]1099 North Meridian Street Indianapolis, IN 46204 (317) 636-9800 Subj: Baldwin & Lyons, Inc. October 24, 2005 Unaudited Third Quarter Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com FOR IMMEDIATE RELEASE INDIANAPOLIS, INDIANA, OCTOBER 24, 2005--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced a third quarter operating loss caused by losses incurred due to hurricanes Katrina and Rita. Defined as net loss before capital gains or losses, the operating loss was $.8 million, or $.05 per share, compared to operating income of $3.4 million, or $.23 per share, reported in 2004. Capital gains of $1.9 million, or $.13 per share, were realized during the current quarter and compare to negligible capital gains in the prior year quarter. Including capital gains, third quarter net income was $1.2 million, or $.08 per share, compared to $3.5 million, or $.23 per share, for the third quarter of 2004. Hurricane losses reduced underwriting income by approximately $13 million pretax, or $.57 per share after tax. Net income for the third quarter of 2004 was also reduced by hurricane losses equal to $3.2 million, or $.22 per share after tax. For the nine months ended September 30, 2005, operating income totaled $13.5 million, or $.91 per share, compared to $17.9 million, or $1.21 per share, reported a year earlier. Capital gains of $5.5 million, or $.37 per share, were realized in the 2005 period compared to capital gains of $5.3 million a year earlier. Including capital gains, net income for the current year-to-date totaled $19.0 million, or $1.28 per share, compared to $23.2 million, or $1.57 per share, for the first nine months of 2004. Net premiums earned by the Company's insurance subsidiaries during the third quarter totaled $49.8 million, an increase of 12% from the $44.4 million reported for the third quarter of 2004. For the year-to-date, 2005 premiums earned increased 11% to $140.0 million resulting primarily from a 24% increase in fleet trucking premium reflecting Protective's increased net exposure under its reinsurance agreements. Direct and assumed premiums written for the quarter declined 11% to $55.8 million due to reductions in fleet trucking premiums caused by competitive market conditions and the discontinuance of the small business workers compensation product. For the nine months, direct and assumed premiums written of $170.4 million compares to $190.1 million in 2004. Pre-tax investment income increased 26% from the 2004 quarter due to increases in yields on bonds and short-term investments in the 2005 quarter coupled with a 5% increase in average funds invested. Overall after-tax yields were also higher than the prior year quarter providing for a 20% increase in after-tax investment income. For the year-to-date, pre-tax and after-tax investment income increased 16% and 14%, respectively. The third quarter consolidated combined ratio of 114.0% produced an underwriting loss of $7.0 million compared to a combined ratio of 106.4% and an underwriting loss of $2.8 million for the third quarter of 2004. The combined ratios for the 2005 and 2004 third quarters were adversely impacted by pre-tax hurricane losses of $13.0 million (27.2 points) and $5.0 million (11.3 points), respectively. Without hurricane losses, the consolidated combined ratios were 87.5% and 95.1%, respectively. Year-to-date, the consolidated combined ratio for 2005 was 98.0% compared to 97.7% for the first nine months of 2004, each inclusive of hurricane losses. 2 Shareholders' equity increased $13.6 million (4.2%) from December 31, 2004 after dividend payouts for the year-to-date of $10.3 million, or $.70 per share, and including a $3.3 million increase in unrealized gains on investments. The book value per share of the Company's stock rose by 83 cents from year end to $22.87 on September 30, 2005. CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for October 25, 2005 at 11:00 AM (New York time) to discuss results for the third quarter ended September 30, 2005. To gain access to the webcast of this call, please log on to http://viavid.net/dce.aspx?sid=00002924 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 January 24, 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 800-665-0430 (U.S./Canada) or 913-312-1300 (International or local) at least five minutes prior to the beginning of the call. A replay of the call will be available through November 1, 2005 by calling 888-203-1112 or 719-457-0820 and referencing passcode 3143731. 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 NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 --------------------------- -------------------------- 2005 2004 2005 2004 ----------- ------------ ----------- ----------- Operating revenue $55,227 $49,094 $155,853 $140,883 Realized gains 2,962 27 8,430 8,135 ----------- ------------ ----------- ----------- TOTAL REVENUE $58,189 $49,121 $164,283 $149,018 =========== ============ =========== =========== Income (loss) before realized capital transactions ($ 773) $ 3,442 $13,492 $17,935 Realized net gains on investments, net of federal income taxes 1,925 18 5,479 5,288 ----------- ------------ ----------- ----------- NET INCOME $ 1,152 $ 3,460 $18,971 $23,223 =========== ============ =========== =========== Per share data - diluted: Average number of shares 14,873 14,785 14,854 14,795 Income (loss) before realized capital transactions ($ .05) $ .23 $ .91 $ 1.21 Realized net gains on investments .13 - .37 .36 ----------- ------------ ----------- ----------- NET INCOME $ .08 $ .23 $ 1.28 $ 1.57 =========== ============ =========== =========== Dividends paid to shareholders $ .35 $ .15 $ .70 $ 1.05 Annualized return on average shareholders' equity: Operating income (loss) (1.1%) 4.8% 6.3% 8.4% Net income 1.6% 4.8% 8.8% 10.9% Consolidated combined ratio of insurance subsidiaries (GAAP basis) 114.0% 106.4% 98.0% 97.7%
[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-----