-----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, GZPw8+OFR9St8mFa8R73TFZ3tBXrejjx9Z88/4wVwai0yOvgDLUNt/TU/WHfvNpk Qyz+fpUYag5c4RSn876/NA== 0000009346-07-000010.txt : 20070501 0000009346-07-000010.hdr.sgml : 20070501 20070501164852 ACCESSION NUMBER: 0000009346-07-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070501 DATE AS OF CHANGE: 20070501 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: 07806666 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 pr8k033107.txt EARNINGS RELEASE FOR 1ST QUARTER EARNINGS 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) April 30, 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 April 30, 2007, Baldwin & Lyons, Inc. (Baldwin) issued a press release announcing the results of its operations for the first quarter ended March 31, 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 first 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 April 30, 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. May 1, 2007 By /s/ GARY W. MILLER --------------------------------- Gary W. Miller, Chairman and Chief Executive Officer EX-99 2 exh-9911q07.txt EARNINGS NEWS RELEASE 1 Exhibit 99.1 [GRAPHIC OMITTED] BALDWIN & LYONS, INC. PROTECTIVE INSURANCE COMPANY SAGAMORE INSURANCE COMPANY B & L INSURANCE, LTD. (BERMUDA) - -------------------------------------------------------------------------------- 1099 North Meridian StreetITTED] Indianapolis, IN 46204 (317) 636-9800 Subj: Baldwin & Lyons, Inc. April 30, 2007 Unaudited First Quarter Report Press Contact: G. Patrick Corydon (317) 636-9800 corydon@baldwinandlyons.com FOR IMMEDIATE RELEASE INDIANAPOLIS, INDIANA, APRIL 30, 2007--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced first quarter operating income, defined as net income before investment gains or losses, of $7.9 million, or $.52 per share, compared to operating income of $7.0 million, or $.47 per share, reported in 2006. Investment gains totaled $.5 million, or $.02 per share, during the current quarter and compare to investment gains of $7.0 million, or $.31 per share, in the prior year quarter. Including investment gains, first quarter net income was $8.2 million, or $.54 per share, compared to $11.6 million, or $.78 per share, for the first quarter of 2006. Net premium earned by the Company's insurance subsidiaries increased by 2% from $43.2 million during the first quarter of 2006 to $44.2 million for the first quarter of 2007 aided by volume increases in the Company's independent contractor and small fleet products. In addition, the current quarter included $2.7 million in new reinsurance assumed premium as the result of the Company's affiliation with Paladin Castrophe Management These increases were partially offset by decreases in premiums from the Company's large fleet excess and private passenger automobile products. Pre-tax investment income increased 6% from the first quarter of last year as increased yields in all categories of investments outpaced a 4% drop in average invested assets. After tax investment income increased 15% from last year reflecting the current higher concentration of municipal bonds. The consolidated combined ratio of 88.2% produced an underwriting gain of $5.2 million compared to a combined ratio of 89.3% and an underwriting gain of $4.6 million for the first quarter of 2006. The consolidated loss and loss expense ratio decreased from 67.0% in the prior year period to 60.9%. The consolidated underwriting expense ratio of 27.3% compares to 22.3% for the 2006 first quarter. Including fee income, the consolidated combined ratio was 86.4% with all products generating underwriting profits in the current year's first quarter. Net investment gains for the first quarter of 2007 were $.5 million compared to $7.0 million for the 2006 first quarter. The decrease in investment gains reflects a $.9 million loss from limited partnerships this quarter compared to $4.7 in gains in the 2006 quarter with the largest difference due to declines in the Indian markets this quarter while those markets were up during the first quarter last year. Shareholders' equity increased $1.0 million (.3%) from December 31, 2006, after cash dividends paid during the quarter totaling $6.8 million ($.45 per share). Book value per common share outstanding was $23.66 at March 31, 2007, an increase of $.06 from year end 2006. 2 CONFERENCE CALL INFORMATION: Baldwin & Lyons, Inc. has scheduled a conference call for April 30, 2007 at 11:00 AM ET (New York Time) to discuss results for the first quarter ended March 31, 2007. To gain access to the webcast of this call, please log on to http://viavid.net/dce.aspx?sid=00003CD3 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 June 30, 2007. 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 888-202-2422 (U.S./Canada) or 913-981-5592 (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, 2007 by calling 888-203-1112 or 719-457-0820 and referencing passcode 8487072. 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 March 31, ----------------------------- 2007 2006 ------------- ------------ Operating revenue $50,433 $ 49,641 Net investment gains 474 7,014 ------------- ------------ TOTAL REVENUE $50,907 $ 56,655 ============= ============ Operating income $ 7,903 $ 6,997 Net investment gains, net of federal income taxes 308 4,559 ------------- ------------ NET INCOME $ 8,211 $ 11,556 ============= ============ Per share data - diluted: Average number of shares 15,157 14,889 Operating income $ .52 $ .47 Net investment gains .02 .31 ------------- ------------ NET INCOME $ .54 $ .78 ============= ============ Dividends paid to shareholders $ .45 $ .35 Annualized return on average shareholders' equity: Operating income 10.2% 9.1% Net income 10.6% 15.0% Consolidated combined ratio of insurance subsidiaries (GAAP basis): Without fee income 88.2% 89.3% Including fee income 86.4% 86.8%
- -------------------------------------------------------------------------------- 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-----