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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended Commission file number 0-5534
December 31, 19981999
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)
INDIANAIndiana 35-0160330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1099 NORTH MERIDIAN STREET, INDIANAPOLIS, INDIANA46204North Meridian Street, Indianapolis, Indiana46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-9800
Securities registered pursuant to Section 12(b) of the Act: NONENone
Securities registered pursuant to Section 12(g) of the Act:
(TITLE OF CLASS)(Title of class)
Class A Common Stock, No Par Value
Class B Common Stock, No Par Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ] ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Class A and Class B Common Stock held by non-
affiliates of the Registrant as of March 15, 1999,2000, based on the closing trade
prices on that date, was approximately $88,366,000.$57,805,000.
The number of shares outstanding of each of the issuer's classes of common stock
as of March 15, 1999:2000:
Common Stock, No Par Value:
Class A (voting) 2,382,6542,321,154 shares
Class B (nonvoting) 11,153,99610,744,887 shares
The Index to Exhibits is located on pages 5250 and 53.51.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Annual Meeting of Shareholders to be held
May 4, 19992, 2000 are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
Baldwin & Lyons, Inc. was incorporated under the laws of the State of Indiana in
1930. Through its divisions and subsidiaries, Baldwin & Lyons, Inc. (referred
to herein as "B&L") specializes in marketing and underwriting property and
casualty insurance. The Company's subsidiaries are: Protective Insurance
Company (referred to herein as "Protective"), with licenses in all 50 states and
all Canadian provinces; Sagamore Insurance Company (referred to herein as
"Sagamore"), which is currently licensed in 2728 states; and B & L Insurance, Ltd.
(referred to herein as "BLI"), which is domiciled and licensed in Bermuda. These
subsidiaries are collectively referred to herein as the "Insurance
Subsidiaries." The "Company", as used herein, refers to Baldwin & Lyons, Inc.
and all its subsidiaries unless the context indicates otherwise.
The Company sold its interest in Amli Realty Company, Inc. ("Amli"), a real
estate development company, during 1996. No gain or loss was recognized on the
Amli sale which was treated as a non-monetary, tax-free exchange. The
operations of Amli prior to the sale are reported as discontinued operations in
1996.
The Insurance Subsidiaries serve various specialty markets as follows:
FLEET TRUCKING INSURANCE
Protective provides coverage for larger customers in the motor carrier industry
which retain substantial amounts of self-insurance as well as for medium-sized
trucking companies on a first dollar or small deductible basis. These trucking
products are marketed by the B&L agency organization directly to trucking
clients without broker or agent intermediaries. The principal types of
insurance marketed by Protective are:
- Casualty insurance including motor vehicle liability, physical damage
and other liability insurance.
- Workers' compensation insurance.
- Specialized accident (medical and indemnity) insurance.
- Fidelity and surety bonds.
- Inland Marine consisting principally of cargo insurance.
- "Captive" insurance company products, which are provided through BLI
in Bermuda.
The B&L agency force also performs a variety of additional services, primarily
for Protective's insureds, such as risk surveys and analyses, government
compliance assistance, loss control and cost studies and research, development,
and consultation in connection with new insurance programs including development
of computerized systems to assist in monitoring accident data. Extensive claims
services are also provided, primarily to clients with self-
insuranceself-insurance programs.
VOLUNTARY ASSUMPTION REINSURANCE
Protective accepts retrocessions from selected reinsurance companies,
principally reinsuring against catastrophes. Exposures under these
retrocessions are generally in high upper layers, are spread among several
geographic regions and are limited so that any one catastrophic event would not
have a material affect on the Company's financial position. However, a series
of major events covering several geographic regions within a short period of
time could result in significant losses to the Company.
PRIVATE PASSENGER AUTOMOBILE INSURANCE
Sagamore markets private passenger automobile liability and physical damage
coverages to nonstandard insureds through a network of independent agents in
a
number of midwesterntwelve states. 2
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SMALL FLEET TRUCKING INSURANCE
Sagamore writes commercial automobile liability, physical damage and cargo
insurance for truck owner-operators with ten or fewer power units. These
products are marketed through independent agents in the majority of the states
in which Sagamore is licensed.
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SMALL BUSINESS WORKERS' COMPENSATION
During 1997, Sagamore began marketingalso markets worker's compensation insurance to selected small
businesses in the state of Missouri. Sagamore plans to expand
this product line into Indiana and other states in 1999 but premium volume is
expected to remain modest.a few midwestern states. This product is marketed through
independent agents.
Approximately 44%49% of the gross direct premiums written and assumed by the
Insurance Subsidiaries during 19981999 was attributable to business placed with
Protective by B & L. The remaining 56%51% consists primarily of business written
by Sagamore within its private passenger automobile, small fleet and small
business workers' compensation programs, originating through an extensive
network of independent agents.
The Insurance Subsidiaries cede portions of their gross premiums written to
certain non-affiliated insurersreinsurers under excess of loss and quota-share treaties
and by facultative placements. Reinsurance is ceded to spread the risk of loss
among several reinsurers. In addition to voluntary reinsurance, described
above, the Insurance Subsidiaries participate in numerous mandatory government-
operated reinsurance pools which require insurance companies to provide
coverages on assigned risks. These assigned risk pools allocate participation
to all insurers based upon each insurer's portion of premium writings on a state
or national level.
PROPERTY/CASUALTY LOSSES AND LOSS ADJUSTMENT EXPENSES
The consolidated financial statements include the estimated liability for unpaid
losses and loss adjustment expenses ("LAE") of the Insurance Subsidiaries. The
liabilities for losses and LAE are determined using case basis evaluations and
statistical projections and represent estimates of the ultimate net cost of all
unpaid losses and LAE incurred through December 31 of each year. These
estimates are subject to the effects of trends in claim severity and frequency
and are continually reviewed and, as experience develops and new information
becomes known, the liability is adjusted as necessary. Such adjustments, either
positive or negative, are reflected in current operations.
Reserves for incurred, but not reported, claims are determined on the basis of
actuarial calculations using historical data. The anticipated effect of
inflation is implicitly considered when estimating liabilities for losses and
LAE. In addition, frequency and severity of claims must be projected. The
average severity of claims is caused by a number of factors that vary with the
individual type of policy written. Future average severities are projected
based on historical trends adjusted for anticipated changes in underwriting
standards, policy provisions, and general economic and social trends. These
anticipated trends are monitored based on actual development and are modified as
new conditions would suggest that changes are necessary.
Loss reserves related to certain permanent total disability (PTD) workers'
compensation claims have been discounted to present value using tables provided
by the National Council on Compensation Insurance which are based upon a pretax
interest rate of 3.5% and adjusted for losses retained by the insured. The loss
and LAE reserves at December 31, 19981999 have been reduced by approximately $5.3$5.6
million as a result of such discounting. Had the Company not discounted loss
and LAE reserves, pretax income would have been approximately $.1$.3 million higherlower
for the year ended December 31, 1998.1999.
The maximum amount for which the Company insures a trucking risk is $10 million
although, occasionally, limits above $10 million are provided but are 100%
reinsured. After giving effect to current treaty reinsurance arrangements, that have
been in place since June 1, 1998, only a maximumfor
the majority of $100,000risks insured, the Company's range of an insured loss exposures is zero to
$100,000 for a single occurrence is retained by the Company. In some cases, the amount
retained byoccurrence. However, the Company can be zero.continues to retain up
to $1 million of loss exposure per occurrence for certain independent contractor
and other non-trucking risks. Prior to June 1, 1998, the first $1 million of
insured loss for a single occurrence was retained by the Company under treaty
arrangements although this exposure was routinely reduced through the use of
facultative reinsurance. The Company has reinsured exposure in excess of its
applicable retention with several companies.
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Certain of the previous reinsurance treaties contained aggregate recovery
limitations. To the extent that losses in these layers, in the aggregate,
exceed these limitations, the Company could be liable for amounts that would
otherwise be covered under these reinsurance treaties. No such aggregate limits
have been exceeded as of
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December 31, 1998.1999. Prior to the restructuring of the Company's reinsurance
treaties relating to trucking risks, effective June 1, 1998, reinsurance treaty
arrangements had remained relatively constant since 1986. Prior to September 1,
1986, the Company's maximum exposure on a $10 million loss relating to its
trucking insurance business ranged from $250,000 to approximately $2 million.
The higher exposures were retained during periods when reasonably priced
reinsurance was not available. Very few losses incurred during these periods,
with the exception of environmental liability losses, remain unsettled at
December 31, 1998.1999.
With respect to Sagamore's private passenger automobile and small fleet trucking
and workers' compensation
business, the Company's maximum net exposure for a single occurrence was
$100,000 during 1998. Effective January 15, 1999,1999. Sagamore's retention under the workers' compensation
product has been reduced
towas $50,000 for a single occurrence.
The following table sets forth a reconciliation of beginning and ending loss and
LAE liability balances, for 1999, 1998 1997 and 1996.1997. That table is presented net of
reinsurance recoverable to correspond with income statement presentation.
However, a reconciliation of these net reserves to those gross of reinsurance
recoverable, as presented in the balance sheet, is also shown. The table on
page 7 shows the development of the estimated liability, net of reinsurance
recoverable, for the ten years prior to 1998.1999.
RECONCILIATION OF LIABILITY FOR LOSSES AND LOSS ADJUSTMENT
EXPENSES (GAAP BASIS)
Year Ended December 31,
1999 1998 1997
1996
---------- ---------- --------------------- ----------- -----------
(IN THOUSANDS)
NET OF REINSURANCE RECOVERABLE:
Liability for losses and LAE at the
Beginning of the year $143,951 $151,493 $154,537 $161,458
Provision for losses and LAE:
Continuing operations:
Claims occurring during the current year 55,520 53,278 47,692 45,999
Claims occurring during prior years (10,609) (10,741) (7,838) (12,245)
-------- -------- --------
44,911 42,537 39,854 33,754
Losses and LAE payments:
Continuing operations:
Claims occurring during the current year 27,867 24,947 15,946 12,891
Claims occurring during prior years 30,215 25,088 26,934 27,825
-------- -------- --------
58,082 50,035 42,880 40,716
Change in unpaid portion of uncollectible
Amounts due from reinsurers (78) (44) (18) 41
-------- -------- --------
Liability for losses and LAE at end of year 130,702 143,951 151,493 154,537
Reinsurance recoverable on unpaid losses
at end of the year 42,771 50,481 45,702 42,402
-------- -------- --------
Liability for losses and LAE, gross of
reinsurance recoverable, at end of the year $173,473 $194,432 $197,195 $196,939
======== ======== ========
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The above reconciliation on page 4 shows a $10.7$10.6 million (7.1%(7.4%) savings in the
liability for losses and LAE recorded at December 31, 19971998 and compares to a
one-year savings recognized in 19971998 of $7.8$10.7 million. The net savings is
reflected in 19981999 underwriting income. All major coverage groups produced
redundancies during each of the years 1999, 1998 1997 and 1996.1997. A more detailed
discussion of reserve savings experienced in recent years is presented below.
The differences between the liability for losses and LAE reported in the
accompanying 19981999 consolidated financial statements in accordance with
generally accepted accounting principles ("GAAP") and that reported in the
annual statements filed with state and provincial insurance departments
in the United States and Canada in accordance with statutory accounting
practices ("SAP") are as follows:
(IN THOUSANDS)
Liability reported on a SAP basis - net of reinsurance recoverable $144,975$131,754
Add differences:
Reinsurance recoverable on unpaid losses and LAE 50,48142,771
Additional reserve for reinsurance assumed losses not
reported to the Company at the current year end 240
Reclassification of loss reserves ceded attributable to insolvent reinsurers 436358
Deduct differences:
Estimated salvage and subrogation recoveries recorded on
a cash basis for SAP and on an accrual basis for GAAP (1,700)(1,650)
--------
Liability reported on a GAAP basis $194,432$173,473
========
Loss reserves ceded attributable to insolvent reinsurers are treated as a
separate liability for SAP purposes but are classified as an addition to loss
reserves in the GAAP consolidated balance sheets. This classification was used
for GAAP since the uncollectible amounts are, in effect, a reversal of
reinsurance credits taken against gross loss and LAE reserves. Losses incurred,
however, do not include charges for uncollectible reinsurance, nor do the tables
on pages 4 and 7, since the inability to recover these amounts from insolvent
reinsurers is considered to be a credit loss and is not associated with the
Company's reserving process. Accordingly, loss and LAE developments would be
distorted if amounts related to insolvent reinsurance were included.
The table on page 7 presents the development of GAAP balance sheet liabilities
for each year-end 19881989 through 1998,1999, net of all reinsurance credits. The top
line of the table shows the estimated liability for unpaid losses and LAE
recorded at the balance sheet date for each of the indicated years. The
liabilities shown on this line for each year-end have been reduced by amounts
relating to loss reserves ceded attributable to insolvent reinsurers, as
discussed in the immediately preceding paragraph. This liability represents the
estimated amount of losses and LAE for claims arising in all prior years that
are unpaid at the balance sheet date, including losses that had been incurred
but not yet reported to the Company.
The upper portion of the table shows the reestimated amount of the previously
recorded liability based on experience as of the end of each succeeding year.
The estimate is increased or decreased as more information becomes known about
the frequency and severity of claims.
The "cumulative redundancy" represents the aggregate change in the estimates
over all prior years. For example, the 19881989 liability has developed a $22.9$29.1
million redundancy over ten years. That amount has been reflected in income
over the ten years, as shown on the table. The effect on income of changes in
estimates of the liability for losses and LAE during the past three years is
shown in the table on page 4.
Historically, the Company's loss developments have been generally favorable.
Reserve developments for all year-ends 1986 through 19971998 have produced
redundancies as of December 31, 1998.1999. In addition to 5
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improvements in reserving methods, loss reserve developments since 1985 have
been favorably affected by 5
6 several other factors. Perhaps the most significant
single factor has been the improvement in safety programs by the trucking
industry in general and by the Company's insureds specifically. Statistics
produced by the American Trucking Association show that driver quality has
improved markedly in the past decade resulting in fewer fatalities and serious
accidents. The Company's experience also shows that improved safety and hiring
programs have had a dramatic impact on the frequency and severity of trucking
accidents. Higher self-insured retentions also played a part in reduced
insurance losses during much of this period. Higher retentions not only raise
the excess insurance entry point but also encourage trucking company management
to focus even more intensely on safety programs. Further, reserve savings have
been achieved by the use of structured settlements on certain workers'
compensation and liability claims of a long-term liability nature. Recent
developments, including raising of speed limits in many states and the lack of
availability of qualified drivers, may reverse some of the trends noted during
the past ten years. Additionally, the recent rise in diesel and gasoline prices
may have a negative impact on incurred losses if smaller trucking operators
begin to sacrifice maintenance and repairs in an effort to offset rising fuel
costs.
The establishment of reserves requires the use of historical data where
available and generally a minimum of ten years of such data is required to
provide statistically valid samples. As previously mentioned, numerous factors
must be considered in reviewing historical data including inflation, tort reform
(or lack thereof), new coverages provided and trends noted in the current book
of business which are different from those present in the historical data.
Clearly, the Company's book of business in 19981999 is different from that which
generated much of the ten-year historical loss data used to establish reserves
in the past few years. Savings realized in recent years upon the closing of
claims, as reflected in the tables on pages 4 and 7, suggest that the Company's
insured selection process and the overall effect of improved safety programs and
other positive influences on claim frequency and severity have more than offset
the negative factors anticipated when reserves were established. The Company
and its actuaries will continue to review the trends noted and, should it appear
that such trends are permanent and projectable, they will be reflected in future
reserving method refinements.
The lower section of the table on page 7 shows the cumulative amount paid with
respect to the previously recorded liability as of the end of each succeeding
year. For example, as of December 31, 1998,1999, the Company had paid $118.7$122.3 million
of losses and LAE that had been incurred, but not paid, as of December 31, 1988;1989;
thus an estimated $36.6$35.1 million in losses incurred through 19881989 remain unpaid as
of the current financial statement date ($155.3157.4 million incurred less $118.7$122.3
million paid).
In evaluating this information, it is important to note that the method of
presentation causes development experience to be duplicated. For example, the
amount of any redundancy or deficiency related to losses settled in 1991,1992, but
incurred in 1988,1989, will be included in the cumulative development amount for
year-ends 1988,years-end 1989, 1990, and 1990.1991. As such, this table does not present accident
or policy year development data which readers may be more accustomed to
analyzing. Also, conditions and trends that have affected development of the
liability in the past may not necessarily occur in the future. Accordingly, it
may not be appropriate to extrapolate future redundancies or deficiencies based
on this table.
ENVIRONMENTAL MATTERS: The Company's reserves for unpaid losses and loss
expenses at December 31, 19981999 included amounts for liability related to
environmental damage claims. Given the Company's principal business is insuring
trucking companies, it does on occasion receive claims involving a trucking
accident which has resulted in the spill of a pollutant. Certain of the
Company's policies cover these situations on the basis that they were caused by
an accident that resulted in the immediate spill of a pollutant. These claims
are typically reported and resolved within a short period of time.
However, the Company has also received a few environmental claims that did not
result from a "sudden and accidental" event. Some of these claims fall under
policies issued in the 1970's primarily to one account which was involved in the
business of hauling and disposing of hazardous waste. Although the Company had
pollution exclusions in its policies during that period, the courts have ignored
similar exclusions in many
environmental cases. Accordingly, the
Company revised the environmental exclusion in its policies in 1986 in an
attempt to prevent the courts from mandating unintended coverages. During 1995
and 1996, the Company recorded adverse development of $7.6 million and $2.4
million, respectively, on such claims. Development during 1997 was minor but
an additional $1.1 million was recorded during 1998. Incurred losses to date
include a reserve for incurred but not reported losses and loss expenses of
$5.0 million.
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ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT--GAAP BASIS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Liability for Unpaid
Losses and LAE, Net
of Reinsurance
Recoverables * $178,179 $186,517 $190,351 $198,790 $188,189 $175,395 $175,012 $161,001 $154,039 $151,013 $143,515 $130,345
Liability Reestimated
as of:
One Year Later 173,990 175,998 178,706 185,452 174,269 152,146 169,528 148,756 146,201 140,272 132,906
Two Years Later 161,331 162,434 164,977 171,069 153,548 147,577 159,000 140,811 135,125 128,743
Three Years Later 154,851 161,143 157,802 155,977 156,271 144,526 153,833 130,540 123,775
Four Years Later 154,075 155,059 149,946 160,477 155,104 142,178 148,390 122,792
Five Years Later 149,672 151,138 155,601 159,804 153,528 137,876 143,478
Six Years Later 147,993 157,020 155,666 158,972 150,531 134,744
Seven Years Later 154,164 158,430 155,038 157,976 147,992
Eight Years Later 155,365 157,644 154,453 155,830
Nine Years Later 154,773 157,970 153,051
Ten Years Later 155,269157,372
Cumulative Redundancy $ 22,910 $ 28,547 $ 35,898 $ 40,814 $ 37,658 $ 37,519 $ 26,622 $ 30,461 $ 18,914 $ 10,741$29,145 $37,300 $42,960 $40,197 $40,651 $31,534 $38,209 $30,264 $22,270 $10,609
Cumulative Amount of
Liability Paid
Through:
One Year Later $ 41,889 $ 41,873 $ 40,939 $ 41,958 $ 38,511 $ 30,297 $ 45,005 $ 27,825 $ 26,934 $ 25,088$41,873 $40,939 $41,958 $38,511 $30,297 $45,005 $27,825 $26,934 $25,088 $30,214
Two Years Later 67,990 69,330 63,689 68,706 59,494 58,969 67,219 43,016 43,280 43,311
Three Years Later 84,940 81,291 81,746 83,413 82,122 71,375 76,248 55,515 55,834
Four Years Later 93,651 95,857 92,313 98,331 91,794 77,702 85,096 62,740
Five Years Later 98,666 103,035 103,190 104,915 96,617 82,792 90,331
Six Years Later 104,425 111,017 107,579 109,174 100,299 87,316
Seven Years Later 111,788 114,005 110,282 112,487 104,625
Eight Years Later 114,500 116,357 113,080 116,461
Nine Years Later 116,260 118,960 116,540
Ten Years Later 118,702
* Amounts shown for 1988 through 1998122,292
* Amounts shown for 1989 through 1999 do not include the unpaid portion of
uncollectible amounts due from insolvent reinsurers which are classified with
loss and LAE reserves for financial statement purposes of $2,258, $2,215, $818, $597,
$611, $554, $542, $457, $498, $480, and $436 and $358, respectively.
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environmental cases. During the five years ended December 31, 1998, the Company
recorded a total of $12.0 million in losses incurred with respect to
environmental claims. The settlement of several claims during 1999 resulted in
a reduction to these incurred losses of $1.1 million, net of reinsurance.
Incurred losses to date include a reserve for incurred but not reported losses
and loss expenses of $5.0 million.
Establishing reserves for environmental claims is subject to uncertainties that
are greater than those represented by other types of claims. Factors
contributing to those uncertainties include a lack of historical data, long
reporting delays, uncertainty as to the number and identity of insureds with
potential exposure, unresolved legal issues regarding policy coverage, and the
extent and timing of any such contractual liability. Courts have reached
different and sometimes inconsistent conclusions as to when the loss occurred
and what policies provide coverage, what claims are covered, whether there is an
insured obligation to defend, how policy limits are determined, how policy
exclusions are applied and interpreted, and whether cleanup costs represent
insured property damage. Management believes that those issues are not likely
to be resolved in the near future.
However, to date, very few environmental claims have been reported to the
Company. In addition, a review of the businesses of our past and current
insureds indicates that exposure to further claims of an environmental nature is
limited because most of the Company's accounts are not currently, and have not
in the past been, involved in the hauling of hazardous substances. Also, the
revision of the pollution exclusion in the Company's policies in 1986 is
expected to further limit exposure to claims from that point forward. In
addition, the Company has never been presented with an environmental claim
relating to asbestos and, based on the types of business the Company has insured
over the years, it is not expected that the Company will have any asbestos
exposure.
MARKETING
The Company's primary marketing areas are outlined on pages 2 and 3.
Since the mid-1980's, Protective has focused its marketing efforts on large and
medium trucking fleets. Protective has its largest market share in the larger
trucking fleets (over 150 units). These fleets self-insure a portion of their
risk and such self-insurance plans are a specialty of the Company. The
indemnity contract provided to self-insured customers is designed to cover all
aspects of trucking liability, including third party liability, property damage,
physical damage, cargo and workers' compensation, arising from vehicular
accident or other casualty loss. The self-insured program is supplemented with
large deductible workers' compensation policies in states that do not allow for
self-insurance. Protective also offers accident insurance on a group basis to
independent contractors under contract to a fleet sponsor. Since 1989, the
market for Protective's products has grown increasingly competitive (see
comments under "Competition" following).
During the latter part of 1992, in the aftermath of Hurricane Andrew, property
catastrophe reinsurance, which protects insurance companies from such disasters,
became difficult to obtain and prices increased. In light of the favorable
markets, Protective has accepted retrocessions for catastrophe exposures from
certain reinsurers on terms that are considered to be very favorable. While
Protective will continue to participate in this market, as the result of the
recent merger of certain reinsurers and less favorable pricing in the market,
Protective's participation in retrocessions decreased in 1998 and again in 1999.
Based on current poolsmarket conditions, the Company expects that premium from
reinsurance assumed will likely
decreaseagain decline during 1999.2000.
During 1995, Sagamore entered the private passenger automobile insurance market
for nonstandard insureds. This program is currently being marketed in Indianatwelve
midwestern and a half dozen other midwesternsouthern states with expansion into additional states during 19992000
anticipated. Market acceptance to date has been favorable and approximately
$33.9$33.3 million of premium was written in this line during 1998.1999.
Sagamore also offers a program of coverages for "small fleet" trucking concerns
(small operators(owner-operators with one to ten power units). This program was limited to a
small geographic area composed of Midwestern states through
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the end of 1997. However, significant geographic expansion began during 1998
and will continue
incontinued during 1999. Future expansion into other states is anticipated
during 2000. Approximately $5.3$7.8 million of premium was written in this program
during 1998,1999, an increase in excess of almost 70%.45% from the prior year.
During the first quarter of 1997, Sagamore began marketing a small business workers' compensation
product in Missouri. To date, growth in this product has been slow with premium
written during 19981999 of $.9 million. Limited expansion
plans, including$1.0 million, approximately 11% greater than the stateprior
year. The market for workers' compensation is currently among the most
underpriced in the property/casualty industry. Until pricing returns to a level
which would allow for the reasonable expectation of Indiana, are planned for 1999.
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9an underwriting profit,
management does not expect premium volume from this division to increase
significantly.
INVESTMENTS
The Company manages its invested assets to provide a high degree of flexibility
to respond to opportunities in the financial markets and in the Company's
insurance lines.to provide necessary
cash flows for operations. The resulting investment strategies emphasize
relatively short-term maturities and high asset quality and are designed to
produce reasonable returns without jeopardizing principal.
The Company's investment
programs limit risk taking in all major portions of the portfolio.
At December 31, 19981999 the financial statement value of the Company's investment
portfolio was $457approximately $441 million, including money market instruments
classified as cash equivalents. A comparison of the diversification of the
Company's investment portfolio, using cost as a basis, is as follows:
December 31
1998 1997
---------- ----------
U.S. Government obligations 17.6% 24.8%
Common stocks 21.8 21.0
Municipal bonds 16.4 17.0
Corporate and other bonds 23.5 15.7
Mortgage-backed securities 8.8 10.0
Short-term and other investments 10.4 9.9
Preferred stocks 1.5 1.6
-------- --------
100.0% 100.0%
======== ========
December 31
1999 1998
--------- ---------
Corporate and other bonds 27.6% 23.5%
Common stocks 20.7 21.8
Municipal bonds 13.5 16.4
U.S. Government obligations 13.2 17.6
Short-term and other investments 13.2 10.4
Mortgage-backed securities 8.0 8.8
Preferred stocks 3.8 1.5
--------- ---------
100.0% 100.0%
========= =========
The Company's concentration of invested assets in relatively short-term
investments provides it with a level of liquidity which is more than adequate to
provide for its anticipated cash flow needs. The structure of the investment
portfolio also provides the Company with the ability to restrict premium
writings during periods of intense competition, which typically result in
inadequate premium rates, and allows the Company to respond to new opportunities
in the marketplace as they arise. The following comparison of the Company's
bond and short-term investment portfolios, using par value as a basis, indicates
the changes in maturities in the portfolio during 1998.
MATURITIES OF BONDS AND SHORT-TERM INVESTMENTS AT DECEMBER 31 (PAR VALUE)
1998 1997
--------1999.
MATURITIES OF BONDS AND SHORT-TERM INVESTMENTS AT DECEMBER 31 (PAR VALUE)
1999 1998
--------- ---------
Less than one year 28.3% 23.9% 34.8%
1 to 5 years 50.8 50.2 41.3
5 to 10 years 13.2 17.2
More than 10 years 7.7 8.7
--------- ---------
100.0% 100.0%
========= =========
Average life of portfolio
(years) 4.3 4.6
========= =========
9
10 years 17.2 16.9
More than 10 years 8.7 7.0
-------- --------
100.0% 100.0%
======== ========
Average life of portfolio
(years) 4.6 3.6
======== ========
Approximately $27.8$21.0 million of the fixed maturity portfolio (6.1%(4.8% of total
invested assets) consists of bonds rated as less than investment grade at
December 31, 1998.1999. The unrealized net loss on the fixed maturity portfolio was
$3.9$5.6 million at December 31, 1998,1999, before income taxes, and compares to a $2.9$3.9
million unrealized gainloss at December 31, 1997.1998.
Equity securities comprise 32% of the financial statement value of the
consolidated investment portfolio at December 31, 1998,1999, essentially unchanged
from the prior year-end. The unrealized gains on the equity 9
10
security portfolio
decreased $14.2$7.2 million to $52.7$45.5 million at December 31, 1998. Approximately 80% of the decline in market value during 1998 relates to
the Company's largest single equity holding, UICI. Even considering the
decline in market value of UICI during the year, the market value of this
security was approximately $12.6 million in excess of the Company's cost basis
at December 31, 1998.1999.
A comparison of consolidated investment yields is as follows:
1998 1997
-------------------
1999 1998
-------- --------
Before federal tax:
Investment income 5.0% 5.0%
Investment income plus realized
investment gains 5.7 9.3
After federal tax:
Investment income 3.6 3.5
Investment income plus realized
investment gains 6.4 5.7
After federal tax:
Investment income 3.6 3.6
Investment income plus realized
investment gains 4.5 4.0 6.4
EMPLOYEES
As of March 1, 1999,2000, the Company had 293268 employees, 286260 of whom are engaged
partially or primarilywholly in the business of the Company's Insurance Subsidiaries.
The increasedecrease in employees from 243293 at March 1, 19981999 is due primarily to greater
efficiencies in operations of the expansion in Sagamore'sCompany's newer divisions and a leveling of
private passenger automobile and small fleet trucking
products.business during 1999.
COMPETITION
The insurance brokerage and agency business is highly competitive. B & L
competes with a large number of insurance brokerage and agency firms and
individual brokers and agents throughout the country, many of which are
considerably larger than B & L. B & L also competes with insurance companies
which write insurance directly with their customers.
Insurance underwriting is also highly competitive. The Insurance Subsidiaries
compete with other stock and mutual companies and inter-insurance exchanges
(reciprocals). There are numerous insurance companies offering the lines of
insurance which are currently written or may in the future be written by the
Insurance Subsidiaries. Many of these companies have been in business for
longer periods of time, have significantly larger volumes of business, offer
more diversified lines of insurance coverage and have greater financial
resources than the Company. In many cases, competitors are willing to provide
coverage for rates lower than those charged by the Insurance Subsidiaries. Many
potential clients self-insure workers' compensation and other risks for which
the Company offers coverage, and some concerns have organized "captive"
insurance companies as subsidiaries through which they insure their own
operations. Some states have workers' compensation funds that preclude private
companies from writing this business in those states. Federal law also
authorizes the creation of "Risk Retention Groups" which may write insurance
coverages similar to those offered by the Company.
ITEM 101(B), (C)(1)(I) AND (VII), AND (D) OF REGULATION S-K:
Reference is made to Note J to the consolidated financial statements which
provides information concerning industry segments and is filed herewith under
Item 8, Financial Statements and Supplementary Data.
10
11
ITEMItem 2. PROPERTIES
The Company leases office space at 1099 North Meridian Street, Indianapolis,
Indiana in the Landmark
Building. This building is located approximately one mile from downtown
Indianapolis. The lease covers approximately 67,000 square feet and expires in
August, 2003, with an option to renew for an additional ten years. The
Company's entire operations, with the exception of Baldwin & Lyons, California,
are conducted from these leased facilities.
The Company owns a small building and the adjacent real estate approximately two
miles from its main office. This building contains approximately 3,300 square
feet of usable space, and is used primarily as storage facilities and as a
contingent back up and disaster recovery site for computer operations.
Baldwin & Lyons, California leases approximately 2,700 square feet of office
space in a suburb of Los Angeles, California. The lease expires in August, 2001
with a three-year renewal option. All West Coast operations are conducted from
these facilities.
The current facilities are expected to be adequate for the Company's operations
for the foreseeable future.
ITEMItem 3. LEGAL PROCEEDINGS
In the ordinary, regular and routine course of their business, the Company and
its Insurance Subsidiaries are frequently involved in various matters of
litigation relating principally to claims for insurance coverage provided. No
currently pending matter is deemed by management to be material to the Company.
ITEMItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1998.1999.
11
12
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Class A and Class B common stocks are traded on The Nasdaq Stock
Marketr under the symbols BWINA and BWINB, respectively. The Class A and Class
B common shares have identical rights and privileges except that Class B shares
have no voting rights other than on matters for which Indiana law requires class
voting. As of December 31, 1998,1999, there were approximately 400 record holders of
Class A Common Stock and approximately 500 record holders of Class B Common
Stock.
The table below sets forth the range of high and low sale prices for the Class A
and Class B Common Stock for 19981999 and 1997,1998, as reported by the National
Association of Security Dealers, Inc. and published in the financial press. The
quotations reflect interdealer prices without retail markup, markdown or
commission and do not necessarily represent actual transactions.
CASH
CLASS A CLASS B DIVIDENDS
HIGH LOW HIGH LOW DECLARED
---------- ---------- ---------- ---------- ------------------- --------- --------- --------- ---------
Year ended December 31:
1998:1999:
FOURTH QUARTER $22 5/16 $19 3/4 $23 15/16 $19 5/8 $.10
THIRD QUARTER 22 3/8 20 1/4 23 7/8 20 3/16 .10
SECOND QUARTER 22 7/8 20 24 3/64 20 5/16 .10
FIRST QUARTER 25 11/16 20 3/4 26 20 3/16 .10
1998:
Fourth Quarter 23 1/2 $20 $25 $1820 25 18 1/2 $.10
THIRD QUARTERThird Quarter 24 1/4 16 1/8 24 20 5/8 .10
SECOND QUARTERSecond Quarter 24 21 24 21 1/4 .10
FIRST QUARTERFirst Quarter 25 1/8 19 15/16 24 15/16 19 11/16 .10
1997:
Fourth Quarter 28 3/4 19 1/4 28 3/4 20 3/8 $.10
Third Quarter 23 1/2 19 1/4 21 3/4 18 1/2 .10
Second Quarter 21 1/2 17 1/2 22 5/8 17 3/8 .10
First Quarter 18 3/8 17 19 17 3/8 .10
The Company expects to continue its policy of paying regular cash dividends
although there is no assurance as to future dividends because they are dependent
on future earnings, capital requirements and financial conditions and are
subject to regulatory restrictions as described in Note H to the consolidated
financial statements.
12
13
ItemITEM 6. SELECTED FINANCIAL DATA
Year Ended DecemberYEAR ENDED DECEMBER 31
------------------------------------------------------------
1999 1998 1997 1996 1995
1994
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Net premiums written
NET PREMIUMS WRITTEN $ 72,033 $ 71,943 $ 69,575 $ 61,431 $ 63,065
$ 61,503
Net premiums earnedNET PREMIUMS EARNED 69,114 68,862 61,675 58,743 58,793
61,187
Net investment incomeNET INVESTMENT INCOME 18,891 19,060 18,442 19,580 20,161
14,734
Realized net gains on investmentsREALIZED NET GAINS ON INVESTMENTS 5,625 2,855 17,338 6,860 6,210
538
Losses and loss expenses incurredLOSSES AND LOSS EXPENSES INCURRED 44,911 42,537 39,854 33,754 38,754
32,910
Income from continuing operationsINCOME FROM CONTINUING OPERATIONS 18,616 16,895 24,446 21,334 20,594
20,505
Net incomeNET INCOME 18,616 16,895 24,446 21,692 29,360
20,791
Earnings per shareEARNINGS PER SHARE -- net incomeNET INCOME (1) 1.38 1.22 1.75 1.51 1.96
1.37
Cash dividends per shareCASH DIVIDENDS PER SHARE .40 .40 .40 .36 .30
.33
Investment portfolioINVESTMENT PORTFOLIO (3) 440,797 456,735 475,328 454,791 424,833
386,646
Total assetsTOTAL ASSETS 530,677 544,369 557,015 526,460 512,225
503,899
Shareholders' equitySHAREHOLDERS' EQUITY 284,783 288,592 293,963 273,122 247,008
205,933
Book value per shareBOOK VALUE PER SHARE (1) 21.50 20.91 21.23 19.46 16.78
13.66
Underwriting ratiosUNDERWRITING RATIOS (2):
Losses and loss expenses 65.0% 61.8% 64.6% 57.5% 65.9%
53.8%
Underwriting expenses 29.6% 32.0% 33.3% 29.2% 28.0%
27.6%
Combined 94.6% 93.8% 97.9% 86.7% 93.9% 81.4%
(1) Earnings and book value per share are adjusted for the dilutive effect of
stock options outstanding. Earnings per share has been restated in accordance
with Financial Accounting Standards Board Statement No. 128, EARNINGS PER SHARE.Earnings Per
Share.
(2) Data is for all coverages combined and is presented based upon generally
accepted accounting principles.
(3) Includes money market instruments classified with cash in the Consolidated
Balance Sheets.
13
14
ITEMItem 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The primary sources of the Company's liquidity are (1) funds generated from
insurance premiums, (2) net investment income and (3) maturing investments. The
Company generally experiences positive cash flow resulting from the fact that
premiums are collected on insurance policies in advance of the disbursement of
funds in payment of claims. Operating costs of the insurance subsidiaries,
other than loss and loss expense payments and commissions paid to the parent
company, generally average between 25% and 35% of premiums earned on a
consolidated basis and the remaining amount is available for investment for
varying periods of time depending on the type of insurance coverage provided.
During extended periods of declining premium volume, however, operating cash
flows may turn negative as loss settlements exceed net premium revenue and
receipts of investment income.
For several years, the Company's investment philosophy has emphasized the
purchase of short-term instrumentsbonds with maximum quality and liquidity. As interest
rates have remained relatively low and yield curves have been essentially flat
in recent years, the Company has not committed funds to longer term fixed
maturity investments. Recently, however, the Company has extended
into slightly longer maturity investments in an effort to increase the yield on
its portfolio. As a result, theThe average life of the Company's bond and short-
termshort-term
investment portfolio was 4.3 years and 4.6 years compared to 3.6 years for 1997.1999 and 1998,
respectively. The Company also remains an active participant in the equity
securities market. Investments made by the Company's domestic insurance
subsidiaries are regulated by guidelines promulgated by the National Association
of Insurance Commissioners thatwhich are designed to provide protection for both
policyholders and shareholders.
The Company's assets at December 31, 19981999 included $26.9$35.9 million in short-term
investments which are readily convertible to cash without market penalty and an
additional $43.3$44.1 million of fixed maturity investments maturing in less than one
year. The Company believes that these liquid investments, plus the expected
cash flow from current operations, are more than sufficient to provide for
projected claim payments and operating cost demands. In addition, the Company's
reinsurance program is structured to avoid serious cash drains that might
accompany catastrophic losses. In the event competitive conditions continue to
produce inadequate rates and the Company chooses to further reduce volume, the
Company believes that the liquidity of its investment portfolio would permit it
to continue to pay claims as settlements are reached without requiring the
disposal of investments at a loss, regardless of interest rates in effect at the
time.
Net premiums written by the Company's U.S. insurance subsidiaries for 19981999 were
approximately 23%22% of the combined statutory surplus of these subsidiaries.
Premium writings of 200% to 300% of surplus are generally considered acceptable
by regulatory authorities. Further, the statutory capital of each of the
insurance subsidiaries substantially exceeds minimum risk based capital
requirements set by the National Association of Insurance Commissioners.
Accordingly, the Company has the ability to significantly increase its business
without seeking additional capital to meet statutory guidelines.
Due primarilyShareholders' equity decreased to $284.8 million at December 31, 1999, from
$288.6 million at December 31, 1998, due predominantly to $11.8 million in
treasury share purchases. The change in shareholders' equity also included a
$15.3$5.6 million decline in unrealized net gains on investments shareholders' equity decreased to $288.6and $5.4 million at December 31,
1998, from $294.0 million at December 31, 1997. The change in shareholders'
equity also included $1.3 million in treasury share purchases and $5.5 million
of
cash dividends to shareholders. Book value per common share outstanding
decreased 2%increased 3% to $20.91$21.50 at December 31, 19981999 from $21.23$20.91 per share at December
31, 1997.
14
151998.
As more fully discussed in Note H to the consolidated financial statements, at
December 31, 1998, $67.61999, $56.4 million, or 23.4%19.8% of shareholders' equity, represented
net assets of the Company's insurance subsidiaries 14
15
which, at that time, could not be transferred in the form of dividends, loans or
advances to the parent company due to statutory restrictions on the allowable
transfers. However, management believes that these restrictions pose no
material liquidity concerns for the Company. The financial strength and
stability of the subsidiaries permit ready access by the parent company to
short-term and long-term sources of credit. The parent company had cash and
marketable investments of approximately $19.2$11.0 million at December 31, 1998.1999.
RESULTS OF OPERATIONS
1999 COMPARED TO 1998
Direct premiums written for 1999 totaled $86.1 million, an increase of $8.2
million (10.6%) from 1998. This increase is primarily attributable to an
increase in fleet trucking's independent contractor program of $4.1 million
(24.6%) from 1998. Direct premium writings from small and large trucking fleet
risks also increased by $2.4 million and $2.1 million, respectively. These
increases were partially offset by a small decrease in the Company's private
passenger automobile business where competitive pressures have increased.
Increases in independent contractor premiums resulted from the addition of new
accounts and volume increases on existing accounts. Large fleet trucking volume
increases resulted primarily from the addition of new accounts and small fleet
trucking premium increases were due primarily to geographic expansion.
Premiums assumed from other reinsurers decreased by $3.0 million (42.6%) to $4.0
million during 1999. This decrease is due to non-renewal of the Company's
participation in voluntary property catastrophe retrocession pools during 1999
as pricing in this market continued to weaken.
Premiums ceded to reinsurers increased $5.7 million (44.9%) during 1999 to $18.3
million. The percentage of premiums ceded to direct premiums written increased
to 21.3% for 1999 from 16.3% for 1998, as the Company's new reinsurance
agreements for its fleet trucking products, effective June 1, 1998, were
inforce for the full year. The new treaties provide for the Company to cede
larger portions of its premium as well as the underlying risk.
After giving effect to changes in unearned premiums, net premiums earned
increased .4% to $69.1 million for 1999 from $68.9 million for 1998. Net
premiums earned from all trucking-related insurance products increased by $2.5
million (8.5%), including $2.2 million (59.7%) for small fleet trucking.
Premiums earned from private passenger autobobile increased by $1.0 million.
The above increases were offset by a $3.7 million decrease (43.8%) in voluntary
reinsurance assumed premium during 1999.
Net investment income decreased by $.2 million (.9%) during 1999 due to lower
average invested assets while overall pre-tax yields remained relatively
unchanged from 1998. The average pre-tax yield on invested assets was 5.0% for
both 1999 and 1998 and after-tax yields also remained unchanged at 3.6%.
Investment expenses, which are netted directly against income, were relatively
unchanged in 1999 and were 5.8% of gross investment income for both 1999 and
1998.
Realized net capital gains were $5.6 million in 1999 compared to $2.8 million
for 1998. The current year net gain consisted of gains on equity securities and
other investments of $7.8 million and $.2 million, respectively, and losses on
fixed maturities of $2.3 million.
Losses and loss expenses incurred during 1999 increased $2.4 million (5.6%) to
$44.9 million. The 1999 consolidated loss and loss expense ratio was 65.0%
compared to 61.8% for 1998. The increase in the loss and loss expense ratio is
primarily attributable to incurred loss development on discontinued products and
residual market participation along with growth in the Company's small trucking
fleet program, all of which is measured
15
16
against a relatively unchanged consolidated premium base. Changes in the
Company's remaining products were individually insignificant. Because of the
high limits provided by the Company to its insureds, the length of time required
to settle larger, more complex claims and the volatility of the trucking
liability insurance business, the Company believes it is important to have a
high degree of comfort in its reserving process. As claims are settled in years
subsequent to their occurrence, the Company's claim handling process has,
historically, tended to produce savings from the reserves provided. The Company
believes that favorable loss developments in recent years may be attributable,
at least in part, to changes in trucking safety in general resulting from the
implementation of the national commercial driver license, mandatory drug testing
and an increased awareness by trucking companies of the cost of unsafe
operations. It is further believed that the Company's selection techniques,
minimum safety standards and claims handling have also contributed to this
favorable loss experience. However, due to the aforementioned changes in the
Company's reinsurance structure for its large trucking fleets, whereby a smaller
portion of the risk is retained, the impact of future loss developments on the
loss and loss expense ratios may not be consistent with prior years.
Other operating expenses for 1999, before credits for allowances from
reinsurers, increased $2.3 million (7.8%) to $31.8 million. Personnel related
expenses, including amounts allocated to loss expenses and investment income,
increased $2.4 million (16.1%) from 1998. Personnel expense for 1999 was higher
primarily as the result of accruals for equity appreciation rights, which
represent a broad-based employee incentive program which is tied to changes in
the Company's book value, in addition to regular annual payroll increases.
Direct commission expense decreased $.9 million (11.0%) as the result of the
decline in premiums from voluntary reinsurance assumed, partially offset by
increases in premiums from Sagamore's small fleet and small business workers'
compensation products. Ceding commission allowances from reinsurers increased
$3.7 million (115.7%) resulting from new reinsurance agreements covering
Protective's fleet trucking business. The ratio of net operating expenses of
the insurance subsidiaries to net premiums earned was 29.6% during 1999 compared
to 32.0% for 1998. Including the agency operations, the ratio of other
operating expenses to total revenue, adjusted to remove net realized gains, was
27.5% for 1999 compared with 29.4% for 1998. Expenses for 1999 and 1998 include
expenditures for Year 2000 (Y2K) compliance, as discussed more thoroughly
elsewhere in this discussion. While it is not possible to precisely isolate Y2K
expenditures from those for ongoing development of current product lines,
management believes that amounts spent during 1999 for Y2K related issues were
higher than expenditures during 1998.
The effective federal tax rate for consolidated operations for 1999 was 29.8%.
This rate is lower than the statutory rate primarily because of tax-exempt
investment income.
As a result of the factors mentioned above, net income from consolidated
operations for 1999 was $18.6 million compared to $16.9 million for 1998.
Diluted earnings per share increased to $1.38 in 1999 from $1.22 in 1998 due
primarily to the increase in realized gains on investments. Diluted earnings
per share from operations before realized gains on investments was $1.11 in 1999
compared to $1.09 in 1998.
1998 COMPARED TO 1997
Direct premiums written for 1998 totaled $77.9 million, an increase of $11.9
million (17.9%) from 1997. This increase is primarily attributable to an
increase in nonstandard private passenger automobile business of $10.3 million
(43.6%) from 1997. Direct premium writings from small trucking fleet risks and
fleet trucking's "work accident"independent contractor program also increased by $2.2 million
and $2.0 million, respectively. The new small business workers' compensation
program also generated $.5 million in new premium during 1998. These increases
were partially offset by decreases in the remainder of the Company's trucking-relatedtrucking-
related products. Market conditions for the Company's large and medium fleet
trucking products continued to be competitive 16
17
during 1998, resulting in further downward pressure on pricing. In addition,
favorable claims development from expired retrospectively rated workers'
compensation policies reduced direct premium by $1.0 million in 1998.
Premium writings from reinsurance assumed decreased by $4.8 million (40.7%) to
$6.9 million during 1998. $3.9 million of this decrease is due to the Company
not renewing it's participation in an excess facultative program due to
unfavorable experience. Premiums assumed from voluntary property catastrophe
retrocession pools were also lower during 1998 as the result of reductions in
the Company's shares in these pools during 1998, as well as decreases in gross
pool revenues.
Premium writings ceded to reinsurers increased $4.5 million (55.1%) during 1998
to $12.7 million. The percentage of premiums ceded to direct premiums written
increased to 16.3% for 1998 from 12.4% for 1997, as the Company entered into new
reinsurance agreements for its fleet trucking products, effective June 1, 1998,
whereby it ceded more premiums and retained less risk. Reinsurance retentions
were also decreased for the Company's small fleet trucking products with no
material impact on premium ceded.
After giving effect to changes in unearned premiums, net premiums earned
increased 11.7% to $68.9 million for 1998 from $61.7 for 1997. Net premiums
earned from all trucking-related insurance products, including small fleet
trucking, decreased by $3.9 million (11.5%). Premiums earned from voluntary
reinsurance assumed decreased by $1.6 million. The above decreases were offset
by a $12.9 million increase (74.9%) in nonstandard private passenger automobile premium
during 1998.
Net investment income increased by $.6 million (3.3%) during 1998 due to higher
average invested assets while overall pre-tax yields were relatively unchanged.
The average pre-tax yield on invested assets was 5.0% for both 1998 and 1997
while the after-tax yield for 1998 was 3.6% compared to 3.5% for 1997.
Investment expenses, which are netted directly against income, were relatively
unchanged in 1998 and were 5.8% of gross investment income compared to 6.2% for
1997.
Realized net capital gains were $2.8 million in 1998 compared to $17.3 million
for 1997. The current year net gain consisted of gains on equity securities and
fixed maturities of $2.9 million and $.2 million, respectively, 15
16
and losses on
other investments of $.3 million. The lower realized net capital gains during
1998 reflect the realization of losses on several under-performing issues thatwhich
were sold during the year.
Losses and loss expenses incurred during 1998 increased $2.7 million (6.7%) to
$42.5 million. The 1998 consolidated loss and loss expense ratio was 61.8%
compared to 64.6% for 1997. Losses and loss expenses incurred for 1998 included
adverse development on environmental liability claims of $1.1 million relating
to policies written in the 1970's. The Company has established provisions for
incurred but not reported environmental losses at December 31, 1998 thatwhich are
believed to be sufficient to cover all anticipated exposure. Adjusted for the
development on environmental liability claims, the consolidated loss and loss
expense ratio for 1998 was 60.2%. The decrease in the loss and loss expense
ratio is principally attributable to an increase in the savings realized on the
closing of prior year claims during 1998 as compared to 1997. These savings
related predominantly to the Company's trucking and trucking-related business.
BecauseSee comments in the discussion of operations for 1999 compared to 1998 regarding
the high limits provided by
the Company to its insureds, the lengthdevelopment of time required to settle larger, more
complex claims and the volatility of the trucking liability insurance business,
the Company believes it is important to have a high degree of comfort in its
reserving process. As claims are settled in years subsequent to their
occurrence, the Company's claim handling process has, historically, tended to
produce savings from the reserves provided. The Company believes that the
favorableprior year loss development may be attributable, at least in part, to changes in
trucking safety in general resulting from the implementation of the national
commercial driver license, mandatory drug testing and an increased awareness by
trucking companies of the cost of unsafe operations. It is further believed
that the Company's selection techniques, minimum safety standards and claims
handling have also contributed to the current favorable loss experience.reserves.
Other operating expenses for 1998, before credits for allowances from
reinsurers, increased $5.1 million (21.0%) to $29.5 million. Personnel related
expenses, including amounts allocated to loss expenses and investment income,
were essentially unchanged from 1997 levels despite a net 26% increase in the
number of employees during the year, attributable to the expansion of the
Company's new products. Salary expense for 1998 was reduced as the result of
lower accruals for equity appreciation rights which represent a broad-based
employee incentive program which is tied to changes in the Company's book value.
Direct commission 17
18
expense increased $1.9 million (32.2%) as the result of increases in premiums
from Sagamore's personal automobile, small fleet and small business workers'
compensation products. These increases were partially offset by the decrease in
voluntary reinsurance assumed from catastrophe pools. Allowances from
reinsurers increased $2.4 million (325.3%) resulting from new reinsurance
agreements entered into in 1998 which provide ceding commissions to Protective
on its fleet trucking business. Previous reinsurance treaties covering
Protective's fleet trucking business carried no ceding commission. The ratio of
net operating expenses of the insurance subsidiaries to net premiums earned was
32.0% during 1998 compared to 33.3% for 1997. Including the agency operations,
which absorbed a portion of the development costs for the Company's new
products, the ratio of other operating expenses to total revenue, adjusted to
remove net realized gains, was 29.4% for 1998 compared with 28.9% for 1997.
Expenses for 1998 and 1997 include expenditures for Year 2000 (Y2K) compliance,
as discussed more thoroughly elsewhere in this discussion. While it is not
possible to precisely isolate Y2K expenditures from those for ongoing
development of current product lines, management believes that amounts spent
during 1998 for Y2K related issues were higher than expenditures during 1997.
The effective federal tax rate for consolidated operations for 1998 was 28.7%.
This rate is lower than the statutory rate primarily because of tax-exempt
investment income.
As a result of the factors mentioned above, net income from consolidated
operations for 1998 was $16.9 million compared to $24.4 million for 1997.
Diluted earnings per share decreased to $1.22 in 1998 from $1.75 in 1997 due
primarily to the decrease in realized gains on investments. Diluted earnings
per share from operations before realized gains on investments was $1.09 in 1998
compared to $.94 in 1997.
16
17
1997 COMPARED TO 1996
Direct premiums written for 1997 totaled $66.0 million, an increase of $2.6
million (4.2%) from 1996. This increase is primarily attributable to an
increase in nonstandard private passenger automobile business of $9.9 million
(72.2%) from 1996 offset by decreases in the majority of the Company's trucking-
related products although "work accident" program premiums increased $1.7
million (13.2%) from 1996. Premium writings from small trucking fleet risks
also increased by $.4 million while the new small business workers'
compensation program generated $.4 million in new premium. Large and medium
fleet trucking premium writings declined $6.4 million (26.6%) and $.9 million
(30.5%), respectively, reflecting the continued intense competition in these
markets. In addition, premiums for large deductible workers' compensation
policies decreased $2.4 million.
Premium writings from reinsurance assumed increased by $1.8 million (18.7%) to
$11.7 million during 1997. This increase is due principally to $3.9 million
relating to the Company's participation in a new excess facultative program,
partially offset by lower premiums assumed from voluntary property catastrophe
retrocession pools during 1997. The decreased catastrophe assumed premium is
attributable to reductions in the Company's shares in these pools during 1997
as well as decreases in gross pool revenues.
Premium writings ceded to reinsurers decreased $3.6 million (30.8%) during 1997
to $8.2 million. The percentage of premiums ceded to direct premiums written
decreased to 12.4% for 1997 from 18.6% for 1996 due primarily to the decline in
trucking-related premiums which carry larger reinsurance rates than the
Company's other products and the increased use of lower cost facultative
placements. In addition, ceded premium declined due to the termination of the
quota share treaty on the Company's "work accident" program in April, 1996.
Ceding rates on the Company's primary treaties for 1997 were consistent with
the prior year.
After giving effect to changes in unearned premiums, net premiums earned
increased 5.0% to $61.7 million for 1997 from $58.7 for 1996. Net premiums
earned from all trucking-related insurance products, including small fleet
trucking, decreased by $5.3 million (13.7%). Premiums earned from voluntary
reinsurance assumed decreased by $.6 million. The above decreases were offset
by a $7.9 million increase in nonstandard private passenger automobile premium
during 1997.
Net investment income decreased by $1.1 million (5.8%) during 1997 due to
across-the-board declines in the pre-tax yields on invested assets. The
average pre-tax yield on invested assets for 1997 was 5.0% compared to 5.3% for
1996 while the after-tax yield for 1997 was 3.5% compared to 3.7% for 1996.
Investment expenses, which are netted directly against income, were relatively
unchanged from 1997 and were 6.2% of gross investment income compared to 5.6%
for 1996.
Realized net capital gains were $17.3 million in 1997 compared to $6.9 million
for 1996. The current year net gain consisted of gains on equity securities
and fixed maturities of $18.2 million and $.1 million, respectively, and losses
on other investments of $1.0 million.
Losses and loss expenses incurred during 1997 increased $6.1 million (18.1%) to
$39.9 million. The 1997 consolidated loss and loss expense ratio was 64.6%
compared to 57.5% for 1996. Losses and loss expenses incurred for 1996
included adverse development on environmental liability claims of $2.4 million
relating to policies written in the 1970's. Adjusted for the development on
environmental liability claims, the consolidated loss and loss expense ratio
for 1996 was 53.4%. The increase in the loss and loss expense ratio is
principally attributable to a decline in the savings realized on the closing of
prior year claims during 1997 as compared to 1996. These savings related
predominantly to the Company's trucking and trucking-related business. See
comments in the foregoing discussion of operations for 1998 compared to 1997
regarding the development of prior year reserves.
17
18
Other operating expenses for 1997, before credits for allowances from
reinsurers, increased $1.9 million (8.4%) to $24.4 million. Personnel related
expenses, including amounts allocated to loss expenses and investment income,
decreased $.4 million (2.7%) despite a net 22% increase in the number of
employees during the year, attributable to the expansion of the Company's new
products. Salary expense during 1996 was increased, as compared to 1997, by
larger accruals for equity appreciation rights which are tied to book value and
by the issuance of discounted stock options to employees. Direct commission
expense increased $2.4 million (71.6%) as the result of increases in premiums
from Sagamore's personal automobile product and voluntary reinsurance assumed
from catastrophe pools. Allowances from reinsurers decreased $.2 million
(21.2%) as the result of the termination of the quota share reinsurance treaty
covering the Company's "work accident" program partially offset by an increase
in facultative placements. The ratio of net operating expenses of the
insurance subsidiaries to net premiums earned was 33.3% during 1997 compared to
29.2% for 1996. Including the agency operations, which absorbed a portion of
the development costs for the Company's new products, the ratio of other
operating expenses to total revenue, adjusted to remove net realized gains, was
28.9% for 1997 compared with 27.1% for 1996.
The effective federal tax rate for consolidated operations for 1997 was 31.4%.
This rate is lower than the statutory rate primarily because of tax-exempt
investment income.
As a result of the factors mentioned above, income from consolidated continuing
operations for 1997 was $24.4 million compared to $21.3 million for 1996 and
net income for 1997 totaled $24.4 million compared to $21.7 million reported
during 1996. Diluted earnings per share increased to $1.75 in 1997 from $1.51
in 1996 due primarily to the increase in realized gains on investments.
FEDERAL INCOME TAX CONSIDERATIONS
The liability method is used in accounting for federal income taxes. Using this
method, deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The provision for deferred federal income
tax was based on items of income and expense that were reported in different
years in the financial statements and tax returns and were measured at the tax
rate in effect in the year the difference originated. Net deferred tax
liabilities of $10.2$7.7 million and $16.2$10.2 million were recorded at December 31, 19981999
and 1997,1998, respectively. The net deferred tax liability at December 31, 19981999
included $5.9$5.0 million in special tax deposits covered under Section 847 of the
Internal Revenue Code, as explained in the following paragraph, which compares
to $6.2$5.9 million in special tax deposits at December 31, 1997.1998. Adjusted for the
special deposits, a net deferred tax liability of $16.1$12.7 million was recorded at
December 31, 19981999 compared to a net deferred tax liability of $22.4$16.1 million at
December 31, 1997.1998. The decrease in deferred federal taxes payable is primarily
attributable to changes in unrealized capital gains in the investment portfolio.
A provision in the Technical and Miscellaneous Revenue Act of 1988 created a
mechanism which would allow for a recognizable deferred tax asset specifically
for property and casualty loss reserves discounted for tax purposes. Adopted as
Section 847 of the Internal Revenue Code, this provision allows an insurer to
take a special tax deduction equal to the discount on post 1986 accident year
loss and loss expense reserves while making "special estimated tax payments"
equal to the amount of the tax benefit derived from the special deduction. The
"special estimated tax payments" can be carried forward for fifteen years to
offset taxes arising from decreases in the special deduction and can be treated
as regular estimated payments or refunded at the end of the carryforward period.
Based upon the concerns regarding the recognition of deferred tax assets, the
Company adopted the provisions of Section 847 for all tax years 1987 and
subsequent and has taken deductions 18
19
for the entire amount of discount on post-1986post-
1986 loss reserves. As mentioned above, special Section 847 estimated tax
deposits totaling $5.9$5.0 million have been paid in connection with this election. 18
19
FORWARD-LOOKING INFORMATION
Any forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, 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 risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company; (ii) the Company's business is
highly competitive and the entrance of new competitors into or the expansion of
the operations by existing competitors in the Company's markets and other
changes in the market for insurance products could adversely affect the
Company's plans and results of operations; and (iii) other risks and
uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission.
IMPACT OF THE YEAR 2000
In prior years, the Company discussed the nature and progress of its
preparedness plans for the year 2000. In late 1999, the Company completed its
remediation and testing of systems. As a result of those planning and
implementation efforts, the Company experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believes those systems successfully responded to the Year 2000 date change.
Costs associated with the Year 2000 effort were not significant to the Company's
operations during 1999. The Company is not aware of any material problems
resulting from Year 2000 issues, either with its products, its internal systems,
or the products and services of third parties. The Company will continue to
monitor its mission critical computer applications and those of its suppliers
and vendors throughout the year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.
MARKET RISK
The Company operates solely within the property and casualty insurance industry
and, accordingly, has significant invested assets which are exposed to various
market risks. These market risks relate to interest rate fluctuations, foreign
currency translation and equities market prices. All of the Company's invested
assets are classified as available for sale and are listed as such in the
enclosed consolidated financial statements in
Note B.
The most significant of the three identified market risks relates to prices in
the equities market. Though not the largest category of the Company's invested
assets, equity securities have the greatest potential for short-term price
fluctuation. The market value of the Company's equity positions at December 31,
1999 was $139.3 million or approximately 32% of invested assets, including money
market instruments classified as cash. Funds invested in the equities market
are not considered to be assets necessary for the Company to conduct its daily
operations and, therefore, can be committed for extended periods of time. The
long-term nature of the Company's equity investments allows it to invest in
positions where ultimate value, and not short-term market fluctuations, are the
most important feature.
The Company's fixed maturity portfolio totaled $250.4 million at December 31,
1999 and is heavily weighted toward U. S. government and government agency
obligations and state and municipal debt securities. Over 79% of this portfolio
matures within 5 years and the average life of the Company's fixed maturity
investments is approximately 4.3 years. Although the Company is exposed to
interest rate risk on its fixed maturity investments, given the anticipated
duration of the Company's liabilities (principally insurance loss and loss
expense reserves) relative to maturities, even a 100 to 200 basis point increase
in interest rates would not have a significant impact on the Company's ability
to conduct daily operations or to meet its obligations.
The Company's exposure to foreign currency risk is not material.
19
20
IMPACT OF INFLATION
To the extent possible, the Company attempts to recover the costs of inflation
by increasing the premiums it charges. A majority of the Company's premiums are
charged as a percentage of an insured's gross revenue or payroll. As these
charging bases increase with inflation, so does premium. The remaining premium
rates charged are adjustable only at periodic intervals and often require state
regulatory approval. Such periodic increases in premium rates may lag far
behind cost increases.
To the extent inflation influences yields on investments, the Company is also
affected. The Company maintains a sizable portion of its investment portfolio
in short-term instruments and changes in current market interest rates
correspondingly affect yields on these investments. Further, as inflation
affects current market rates of return, previously committed investments may
rise or decline in value depending on the type and maturity of investment.
Inflation must also be considered by the Company in the creation and review of
loss and loss adjustment expense reserves since portions of these reserves are
expected to be paid over extended periods of time. The anticipated effect of
inflation is implicitly considered when estimating liabilities for losses and
loss adjustment expenses.
IMPACT OF THE YEAR 2000
NOTE: ANTICIPATED COSTS OF THE COMPANY'S YEAR 2000 PROJECT, AS PROVIDED IN THE
FOLLOWING DISCUSSION, ARE BASED ON MANAGEMENT'S ESTIMATES OF ULTIMATE TOTAL
COSTS AND PERCENTAGES OF COMPLETION WITH RESPECT TO EACH PHASE OF THE PROJECT.
THESE ANTICIPATED COSTS HAVE NOT BEEN AUDITED BY OUR INDEPENDENT AUDITORS.
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive features may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in normal business activities. The insurance industry
is especially aware of the Year 2000 concern given that the majority of its
products and services are time and date sensitive (e.g., policy effective
periods and loss occurrence dates).
The Company has been in the process of developing software for its new and
rapidly expanding products since 1995. All internally developed new product
software is Year 2000 compliant, with minor exceptions, and currently handles
approximately 90% of the Company's processed transactions. The Company is also
engaged in an ongoing analysis of its remaining systems to determine the nature
and extent of existing deficiencies and the appropriate corrective solutions.
The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 Issue will not pose significant
operational problems for its computer systems. However, if such modifications
and conversions are not completed on a timely basis, the Year 2000 Issue could
have a significant impact on the operations of the Company.
The Company's plan to resolve the Year 2000 Issue involves the following four
phases: assessment, remediation, testing and implementation. To date, the
Company has completed is assessment of all mission critical systems and
continues to evaluate the needs to repair or replace non mission critical
systems. The
19
20
completed assessment indicated that most of the Company's significant
information technology systems could be affected, particularly with respect to
policy and claim processing, billing, general ledger and cash receipts and
disbursements systems. To date, the Company's general ledger system and the
portions of the remaining systems that handle approximately 90% of the
Company's transactions are fully Year 2000 ready.
The Company has communicated with its significant suppliers and large customers
to determine the extent to which the Company's interface systems are vulnerable
to third party failures to remediate Year 2000 system deficiencies. Currently,
there is no known third party Year 2000 deficiency believed to pose a serious
threat to the Company's ability to conduct business. It is believed that the
Company's total Year 2000 project costs will not be significantly impacted by
third party Year 2000 Issues based on presently available information.
However, there can be no guarantee that the systems of other companies on which
the Company's systems rely will be converted on a timely basis and would not
have an adverse effect on the Company's systems. The Company has determined it
has no significant exposure to contingencies related to the Year 2000 Issue for
the products it has sold.
The Company will continue to utilize existing staff and other internal
resources to reprogram and test its internally developed software, and to test
its purchased software, for Year 2000 compliance. Any internally developed
software that is deemed unworthy of Year 2000 conversion will be replaced with
new internally developed or purchased software that is Year 2000 compliant.
Any currently owned purchased software for which Year 2000 upgrades are
unavailable will also be replaced with purchased software that is Year 2000
compliant. The Company anticipates completing the Year 2000 project by June
30, 1999. The majority of the past and future costs associated with the Year
2000 project can be attributed to internal staffing requirements associated
with the development of new product software and would have largely been
incurred regardless of the Year 2000 Issue. These costs, and the costs
associated with the acquisition of Year 2000 compliant software from outside
vendors, are not material with respect to the Company's operations or financial
position. The costs associated with the Year 2000 project can be categorized
into three basic areas:
1) Internal resources, mainly programming and technical personnel, used
to correct internally developed software. The estimated total cost of this
area is anticipated to be approximately $2.5 million with 20% of this amount
relating to future costs.
2) Replacement or upgrade of purchased software. The estimated total
cost of this area is anticipated to be approximately $1.0 million with 25% of
this amount relating to future costs.
3) Upgrading equipment. Most of the hardware replacements and upgrades
to date have not been due to the Year 2000 Issue. More than 80% of the
Company's network equipment has been replaced over the last eighteen months and
all mainframe hardware is less than three years old. Future hardware costs
should not exceed $.3 million.
Management believes it has an effective program in place to resolve all Year
2000 issues in a timely manner. As noted above, the Company has not yet
completed all necessary phases of the Year 2000 project. In the unlikely event
that the Company does not complete all additional phases of this project, the
Company may be unable to process policy and claim transactions on certain of
its less transaction-volume-intensive products. Currently, the Company has no
contingency plans in place in the event this occurs. However, the Company will
evaluate the status of completion of its Year 2000 project by June 30, 1999 and
determine whether such a contingency plan is necessary.
The costs of the project and the date on which the Company believes it will
complete its Year 2000 effort are based on management's best estimates, which
were derived utilizing numerous assumptions of future events, including the
continued availability of certain resources, third party modification plans and
other factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ
20
21
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, and similar uncertainties.
MARKET RISK
The Company operates solely within the property and casualty insurance industry
and, accordingly, has significant invested assets which are exposed to various
market risks. These market risks relate to interest rate fluctuations, foreign
currency translation and equities market prices. All of the Company's invested
assets are classified as available for sale and are listed as such in the
enclosed consolidated financial statements in
Note B.
The most significant of the three identified market risks relates to prices in
the equities market. Though not the largest category of the Company's invested
assets, equity securities have the greatest potential for short-term price
fluctuation. The market value of the Company's equity positions at December
31, 1998 was $148.1 million or approximately 32% of invested assets, including
money market instruments classified as cash. Funds invested in the equities
market are not considered to be assets necessary for the Company to conduct its
daily operations and, therefore, can be committed for extended periods of time.
The long-term nature of the Company's equity investments allows it to invest in
positions where ultimate value, and not short-term market fluctuations, are the
most important feature.
The Company's fixed maturity portfolio totaled $268.3 million at December 31,
1998 and is heavily weighted toward U. S. government and government agency
obligations and state and municipal debt securities. Over 74% of this
portfolio matures within 5 years and the average life of the Company's fixed
maturity investments is approximately 4.6 years. Although the Company is
exposed to interest rate risk on its fixed maturity investments, given the
anticipated duration of the Company's liabilities (principally insurance loss
and loss expense reserves) relative to maturities, even a 100 to 200 basis
point increase in interest rates would not have a significant impact on the
Company's ability to conduct daily operations or to meet its obligations.
The Company's exposure to foreign currency risk is not material.
FORWARD-LOOKING INFORMATION
Any forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, 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 risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to
change at any time at the discretion of the Company; (ii) the Company's
business is highly competitive and the entrance of new competitors into or the
expansion of the operations by existing competitors in the Company's markets
and other changes in the market for insurance products could adversely affect
the Company's plans and results of operations; and (iii) other risks and
uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission.
OTHER ITEMS
SEGMENTS
During 1998, the Company adopted Financial Accounting Standards Board Statement
No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION.
Statement No. 131 requires companies to use a
21
22
"management approach" in disclosing information about its industry segments.
In compliance with the new standard, the Company has defined its reportable
industry segments to be 1) Fleet trucking 2) Non-standard private passenger
automobile and 3) Voluntary reinsurance assumed. The Company also offers
products for small trucking fleets and workers' compensation to small business.
However, premiums generated by these products are not material for purposes of
Statement No. 131 and they are included in the "all other" category in Note J
to the consolidated financial statements. The Company has restated all prior
year data included in Note J in accordance with Statement No. 131.
22
23
ANNUAL REPORT ON FORM 10-K
ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
YEAR ENDED DECEMBER 31, 19981999
BALDWIN & LYONS, INC.
INDIANAPOLIS, INDIANA
2321
2422
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Baldwin & Lyons, Inc.
We have audited the accompanying consolidated balance sheets of Baldwin & Lyons,
Inc. and subsidiaries as of December 31, 19981999 and 1997,1998, and the related
consolidated statements of income and retained earnings, changes in equity other
than capital, and cash flows for each of the three years in the period ended
December 31, 1998.1999. Our audits also included the financial statement schedules
listed in the indexIndex at itemItem 14(a). These financial statements and schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
auditing
standards.in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Baldwin
& Lyons, Inc. and subsidiaries at December 31, 19981999 and 1997,1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998,1999, in conformity with accounting
principles generally accepted accounting principles.in the United States. Also, in our opinion, the
related financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material respects,
the information set forth therein.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
February 26, 1999March 2, 2000
2422
2523
CONSOLIDATED BALANCE SHEETS
Baldwin & Lyons, Inc. and Subsidiaries
December 31
-------------------------
1999 1998 1997
---------- ----------
(DOLLARS IN THOUSANDS)
ASSETS
Investments:
Fixed maturities $ 268,309250,386 $ 276,109268,309
Equity securities 139,300 148,060 158,614
Short-term and other 32,467 22,448 17,902
--------- ---------
422,153 438,817 452,625
Cash and cash equivalents 20,115 16,955
23,402
Accounts receivablereceivable--less allowance
(1999, $1,072; 1998, $943) 24,991 20,056 21,454
Accrued investment income 3,697 4,068 4,046
Reinsurance recoverable 44,825 52,753 47,276
Deferred policy acquisition costs 3,851 3,245 2,522
Current federal income taxes 764 757 -
Property and equipment--less accumulated depreciation
(1998, $3.972; 1997, $5,097)(1999, $5,537; 1998, $3,972) 6,894 6,253 4,167
Other assets 3,387 1,465 1,523
--------- ---------
$ 544,369530,677 $ 557,015544,369
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves:
Losses and loss expenses $ 194,432173,473 $ 197,195194,432
Unearned premiums 24,432 22,208 18,806
--------- ---------
197,905 216,640 216,001
Reinsurance payable 11,536 11,522 8,428
Accounts payable and other liabilities 28,753 17,430 21,234
Deferred federal income taxes 7,700 10,185 16,249
Current federal income taxes - 1,140
--------- ---------
245,894 255,777 263,052
Shareholders' equity:
Common stock, no par value:
Class A -- authorized 3,000,000 shares;
outstanding -- 1999, 2,325,554 shares;
1998, 2,388,454 shares;
1997, 2,397,354 shares 124 127 128
Class B -- authorized 20,000,000 shares;
outstanding -- 1999, 10,837,393 shares;
1998, 11,302,496 shares;
1997, 11,292,445 shares 578 603 602
Additional paid-in capital 39,663 41,328 41,361
Unrealized net gains on investments 24,711 30,311 45,614
Retained earnings 219,707 216,223 206,258
--------- ---------
284,783 288,592 293,963
--------- ---------
$ 544,369530,677 $ 557,015544,369
========= =========
See notes to consolidated financial statements.
2523
2624
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
Baldwin & Lyons, Inc. and Subsidiaries
Year Ended December 31
-----------------------------------------------------------------------------------------
1999 1998 1997 1996
------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
REVENUE:
Net premiums earned $ 69,114 $ 68,862 $ 61,675
$ 58,743
Net investment income 18,891 19,060 18,442 19,580
Realized net gains on investments 5,625 2,855 17,338 6,860
Commissions, service fees and other income 2,772 1,806 1,655
1,304
--------- --------- ------------------- ---------- ----------
96,402 92,583 99,110 86,487
EXPENSES:
Losses and loss expenses incurred 44,911 42,537 39,854 33,754
Other operating expenses 24,985 26,339 23,633
21,542
--------- --------- ------------------- ---------- ----------
69,896 68,876 63,487
55,296
--------- --------- ------------------- ---------- ----------
INCOME FROM CONTINUING OPERATIONS BEFORE FEDERAL INCOME TAXES 26,506 23,707 35,623 31,191
Federal income taxes 7,890 6,812 11,177
9,857
--------- --------- ---------
INCOME FROM CONTINUING OPERATIONS 16,895 24,446 21,334
DISCONTINUED OPERATIONS, NET OF FEDERAL INCOME TAXES - - 358
--------- --------- ------------------- ---------- ----------
NET INCOME 18,616 16,895 24,446 21,692
Retained earnings at beginning of year 216,223 206,258 191,806 183,360
Cash dividends (per share - 1998, $.40;
1997, $.40; and 1996, $.36)$.40 per year) (5,365) (5,488) (5,508) (5,107)
Cost of treasury shares in excess of original issue proceeds (9,946) (1,140) (4,283) (8,112)
Foreign exchange adjustment 179 (302) (203)
(27)
--------- --------- ------------------- ---------- ----------
RETAINED EARNINGS AT END OF YEAR $ 219,707 $ 216,223 $ 206,258
$ 191,806
========= ========= =================== ========== ==========
PER SHARE DATA:
DILUTED:
Income before discontinued operations and realized net gains $ 1.11 $ 1.09 $ .94 $ 1.18
Realized net gains on investments .27 .13 .81
.31
Discontinued operations - - .02
--------- --------- ------------------- ---------- ----------
NET INCOME $ 1.38 $ 1.22 $ 1.75
$ 1.51
========= ========= =================== ========== ==========
BASIC:
Income before discontinued operations and realized net gains $ 1.12 $ 1.10 $ .95 $ 1.19
Realized net gains on investments .27 .13 .82
.31
Discontinued operations - - .03
--------- --------- ------------------- ---------- ----------
NET INCOME $ 1.39 $ 1.23 $ 1.77
$ 1.53
========= ========= =================== ========== ==========
See notes to consolidated financial statements.
2624
2725
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY OTHER THAN CAPITAL
Baldwin & Lyons, Inc. and Subsidiaries
1999 1998 1997
1996
-------------------------------------------------------- ------------ ------------
(DOLLARS IN THOUSANDS)
BALANCES AT BEGINNING OF YEAR:
Retained earnings $ 216,223 $ 206,258 $ 191,806 $ 183,360
Unrealized gains on investments 30,311 45,614 38,472
19,251
--------- --------- ------------------- ---------- ----------
246,534 251,872 230,278 202,611
CHANGES ARISING FROM INCOME-PRODUCING ACTIVITIES:
Net income 18,616 16,895 24,446
21,692
Gains (losses) on investments:
Holding gains (losses) arising during period,
before federal income taxes (2,991) (20,688) 28,326 36,431
Federal income taxes (1,047) (7,241) 9,914
12,751
--------- --------- ------------------- ---------- ----------
(1,944) (13,447) 18,412 23,680
Gains realized during period included in net income,
before federal income taxes (5,625) (2,855) (17,338) (6,860)
Federal income taxes (1,969) (999) (6,068)
(2,401)
--------- --------- ------------------- ---------- ----------
(3,656) (1,856) (11,270)
(4,459)
--------- --------- ------------------- ---------- ----------
Change in unrealized gains on investments (5,600) (15,303) 7,142 19,221
Foreign exhange adjustment 179 (302) (203)
(27)
--------- --------- ------------------- ---------- ----------
TOTAL REALIZED AND UNREALIZED INCOME 13,195 1,290 31,385 40,886
OTHER CHANGES AFFECTING RETAINED EARNINGS:
Cash dividends paid to shareholders (5,365) (5,488) (5,508) (5,107)
Cost of treasury shares in excess of original issue proceeds (9,946) (1,140) (4,283)
(8,112)
--------- --------- ------------------- ---------- ----------
(15,311) (6,628) (9,791)
(13,219)
--------- --------- ------------------- ---------- ----------
TOTAL CHANGES (2,116) (5,338) 21,594
27,667
--------- --------- ------------------- ---------- ----------
BALANCES AT END OF YEAR:
Retained earnings 219,707 216,223 206,258 191,806
Unrealized gains on investments 24,711 30,311 45,614
38,472
--------- --------- ------------------- ---------- ----------
$ 244,418 $ 246,534 $ 251,872
$ 230,278
========= ========= =================== ========== ==========
See notes to consolidated financial statements.
2725
2826
CONSOLIDATED STATEMENTS OF CASH FLOWS
Baldwin & Lyons, Inc. and Subsidiaries
Year Ended December 31
---------------------------------------------
1999 1998 1997
1996
----------------------------------------------------- ------------ ------------
(DOLLARS IN THOUSANDS)
OPERATING ACTIVITIES
Net income $ 18,616 $ 16,895 $ 24,446 $ 21,692
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in accounts receivable and unearned premium (2,711) 4,800 484 1,780
Change in accrued investment income 371 (22) (158) 727
Change in losses and loss expenses and reinsurance recoverable (13,030) (8,240) (3,192) (3,677)
Change in other assets, other liabilities and current income taxes 2,237 (2,173) (2,424) (11,028)
Amortization of net policy acquisition costs 1,716 5,945 5,742 5,145
Net policy acquisition costs deferred (2,323) (6,668) (6,839) (5,806)
Provision for deferred income taxes (credits)530 2,176 1,670
(642)
Bond amortization 384 217 372 556
Loss on sale of property 19 28 3
48
Depreciation 1,845 1,311 995 676
Net realized gain on investments (5,771) (2,701) (17,538) (7,210)
Income from discontinued operations - - (359)
Compensation expense related to discounted stock options 140 135 78
516
--------- --------- ------------------- ---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,023 11,703 3,639 2,417
INVESTING ACTIVITIES
Purchases of long-term investments (143,309) (196,774) (237,473) (218,611)
Proceeds from maturities 55,746 92,774 102,065 81,963
Proceeds from sales of fixed maturities 23,485 21,785 10,956 27,860
Proceeds from sales of equity securities 84,441 80,487 138,428 100,976
Net proceeds from sales (purchases) of short-term investments (8,263) (6,801) 3,308 10,663
Distributions from limited partnerships 157 600 366 3,018
Purchases of property and equipment (2,836) (3,553) (2,027) (2,359)
Proceeds from disposals of property and equipment 332 128 121
208
--------- --------- ------------------- ---------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 9,753 (11,354) 15,744 3,718
FINANCING ACTIVITIES
Dividends paid to shareholders (5,365) (5,488) (5,508) (5,107)
Proceeds from sale of common stock 15 40 1
Drawing on line of credit 8,528 - -
Cost of treasury shares (11,794) (1,348) (5,116)
(10,182)
--------- --------- ------------------- ---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (8,616) (6,796) (10,623)
(15,289)
--------- --------- ------------------- ---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,160 (6,447) 8,760 (9,154)
--------- --------- ---------
Cash and cash equivalents at beginning of year 16,955 23,402 14,642
23,796
--------- --------- ------------------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20,115 $ 16,955 $ 23,402
$ 14,642
========= ========= =================== ========== ==========
See notes to consolidated financial statements.
2826
2927
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Baldwin & Lyons, Inc. and Subsidiaries
(DOLLARS IN THOUSANDS)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of Baldwin & Lyons, Inc. and its wholly owned subsidiaries (the
Company). All significant intercompany transactions and accounts have been
eliminated in consolidation.
DISCONTINUED OPERATIONS: The Company sold its interest in Amli Realty, Inc.
("Amli") in 1996. No gain or loss was realized on the Amli sale which was
treated as a non-monetary, tax-free exchange. The consolidated statement of
cash flows for 1996 includes changes in certain assets and liabilities which
are presented without the effects of the sale of Amli.
USE OF ESTIMATES: Preparation of the consolidated financial statements requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
CASH AND CASH EQUIVALENTS: The Company considers investments in money market
funds to be cash equivalents. Carrying amounts for these instruments
approximate their fair values.
INVESTMENTS: Carrying amounts for fixed maturity securities (bonds, notes and
redeemable preferred stocks) represent fair value and are based on quoted market
prices, where available, or broker/dealer quotes for specific securities where
quoted market prices are not available. Equity securities (nonredeemable
preferred stocks and common stocks) are carried at quoted market prices (fair
value). Other investments are carried at either market value, cost or cost
adjusted for operations of limited partnerships, depending on the nature of the
investment. All fixed maturity and equity securities are considered to be
available for sale; the related unrealized net gains or losses (net of
applicable tax effect) are reflected directly in shareholders' equity. Although
the Company has classified fixed maturity investments as available for sale, it
has the ability to hold its fixed maturity investments to maturity. Short-term
investments are carried at cost which approximates their fair values. Realized
gains and losses on disposals of investments are determined by specific
identification of cost of investments sold and are included in income.
PROPERTY AND EQUIPMENT: Property and equipment is carried at cost.
Depreciation is computed substantially by the straight-line method.
RESERVES FOR LOSSES AND LOSS EXPENSES: The reserves for losses and loss
expenses, certain of which are discounted, are determined using case basis
evaluations and statistical analyses and represent estimates of the ultimate
cost of all reported and unreported losses which are unpaid at year end. These
reserves include estimates of future trends in claim severity and frequency and
other factors which could vary as the losses are ultimately settled. Although
it is not possible to measure the degree of variability inherent in such
estimates, management believes that the reserves for losses and loss expenses
are adequate. The estimates are continually reviewed and as adjustments to
these reserves become necessary, such adjustments are reflected in current
operations.
Certain loss reserves related to permanent total disability claims under
workers' compensation coverages are discounted to present value using tables
provided by the National Council on Compensation Insurance which are based upon
a pretax interest rate of 3.5 percent, and adjusted for losses retained by the
insured.
RECOGNITION OF REVENUE AND COSTS: Premiums are earned over the period for which
insurance protection is provided. A reserve for unearned premiums, computed by
the daily pro-rata method, is established to reflect amounts applicable to
subsequent accounting periods. Commissions to unaffiliated companies and other
acquisition costs applicable to unearned premiums are deferred and expensed as
the related premiums are earned. Anticipated investment income is considered in
determining recoverability of deferred acquisition costs. 29
30
NOTE A - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reinsurance premiums, commissions, expense reimbursements and reserves related
to reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Premiums ceded to other insurers have been reported as a reduction
of premium income. Amounts applicable to reinsurance ceded for unearned premium
and claim loss reserves have been reported as reinsurance recoverable assets.
Certain reinsurance contracts provide for additional or return premiums and
commissions based upon profits or losses to the reinsurer over prescribed
periods. Estimates of additional or return premiums and commissions are
adjusted quarterly to recognize actual loss experience to date as well as
projected loss experience applicable to the various contract periods. 27
28
STOCK-BASED COMPENSATION: Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations are used
in accounting for stock options, stock purchases and equity appreciation rights
which are, from time to time, granted to employees and outside directors.
FEDERAL INCOME TAXES: A consolidated federal income tax return is filed by the
Company and includes all wholly owned subsidiaries.
EARNINGS PER SHARE: Diluted earnings per share of common stock are based on the
average number of shares of Class A and Class B common stock outstanding during
the year, adjusted for the effect, if any, of options outstanding. Basic
earnings per share are presented exclusive of the effect of options outstanding.
See note I.
COMPREHENSIVE INCOME: The Company records accumulated other comprehensive
income from unrealized gains and losses on available-for-sale securities as a
separate component of shareholders' equity. Foreign exchange adjustments are
immaterial and the Company has no pension plan.
The enclosed Statement of Changes in Equity Other Than Capital refers to
comprehensive income as Total realized and unrealized income. Items of other
comprehensive income included in this statement are referred to as Change in
unrealized gains (losses) on investments and Foreign exchange adjustment. A
reclassification adjustment to other comprehensive income is made for Gains
realized during period included in net income.
RECLASSIFICATION: Certain prior year balances have been reclassified to conform
to the current year presentation.
3028
3129
NOTE B - INVESTMENTS
The following is a summary of available-for-sale securities at December 31:
Cost or Gross Gross Net
Fair Amortized Unrealized Unrealized Unrealized
Value Cost Gains Losses Gains
------------------------------------------------------------------------------------ ----------- ----------- ----------- -----------
1999:
U. S. government obligations $ 52,169 $ 53,091 $ 3 $ (925) $ (922)
Mortgage-backed securities 32,074 32,350 178 (454) (276)
Obligations of states and political subdivisions 54,496 54,643 107 (254) (147)
Corporate securities 111,647 115,872 225 (4,450) (4,225)
--------- --------- --------- --------- ---------
Total fixed maturities 250,386 255,956 513 (6,083) (5,570)
Equity securities 139,300 93,768 56,159 (10,627) 45,532
Short-term and other 32,467 34,412 555 (2,500) (1,945)
--------- --------- --------- --------- ---------
Total available-for-sale securities $ 422,153 $ 384,136 $ 57,227 $ (19,210) 38,017
========= ========= ========= =========
Applicable federal income taxes (13,306)
---------
Net unrealized gains - net of tax $ 24,711
=========
1998:
U. S. government obligations $ 72,442 $ 72,012 $ 489 $ (59) $ 430
Mortgage-backed securities 36,295 36,004 311 (20) 291
Obligations of states and political subdivisions 68,319 67,370 956 (7) 949
Corporate securities 91,253 96,808 1,245 (6,800) (5,555)
--------- --------- --------- --------- ---------
Total fixed maturities 268,309 272,194 3,001 (6,886) (3,885)
Equity securities 148,060 95,332 64,452 (11,724) 52,728
Short-term and other 22,448 24,659 444 (2,655) (2,211)
--------- --------- --------- --------- ---------
Total available-for-sale securities $ 438,817 $ 392,185 $ 67,897 $(21,265)$ (21,265) 46,632
========= ========= ========= =========
Applicable federal income taxes (16,321)
---------
Net unrealized gains - net of tax $ 30,311
=========
1997:
U. S. government obligations $ 100,679 $ 100,279 $ 454 $ (54) $ 400
Mortgage-backed securities 40,934 40,548 443 (57) 386
Obligations of states and political subdivisions 69,663 69,020 650 (7) 643
Corporate securities 64,833 63,339 1,584 (90) 1,494
--------- --------- --------- --------- ---------
Total fixed maturities 276,109 273,186 3,131 (208) 2,923
Equity securities 158,614 91,705 71,196 (4,287) 66,909
Short-term and other 17,902 17,558 418 (74) 344
--------- --------- --------- --------- ---------
Total available-for-sale securities $ 452,625 $ 382,449 $ 74,745 $ (4,569) 70,176
========= ========= ========= =========
Applicable federal income taxes (24,562)(16,321)
---------
Net unrealized gains - net of tax $ 45,61430,311
=========
3129
3230
NOTE B - INVESTMENTS (CONTINUED)
Gross realized gains and losses on investments for the years ended December 31
are summarized below:
1999 1998 1997
1996
------------ ------------ ----------------------- ----------- -----------
Fixed maturities:
Gains $ 220 $ 224 $ 317
$ 622
Losses (2,564) (21) (199) (230)
---------- ---------- ----------
Net gains (losses) (2,344) 203 118 392
Equity securities:
Gains 17,747 9,779 20,836
9,204
Losses (9,953) (6,855) (2,633) (2,717)
---------- ---------- ----------
Net gains 7,794 2,924 18,203 6,487
Short-term and other - net lossesgain (loss) 175 (272) (983) (19)
---------- ---------- ----------
TOTAL NET GAINS $ 5,625 $ 2,855 $ 17,338 $ 6,860
========== ========== ==========
The fair values and the cost or amortized cost of fixed maturity investments at
December 31, 1998,1999, by contractual maturity, are shown below. Actual maturities
may differ from contractual maturities because borrowers have, in some cases,
the right to call or prepay obligations with or without call or prepayment
penalties. Maturities for mortgage-backed securities are determined on a
specific identification basis.
Fair Values Cost or Amortized Cost
-------------------------------------- --------------------------------------------------------------------------- ---------------------------------------
Mortgage- Total Mortgage- Total
Backed Fixed Backed Fixed
Securities All Other Maturities Securities All Other Maturities
----------- ----------- ----------- ----------- ----------- --------------------- ---------- ---------- ---------- ---------- ----------
One year or less $ 1,434- $ 42,12144,105 $ 43,55544,105 $ 1,424- $ 41,92244,124 $ 43,34644,124
Excess of one year to five years 6,606 140,843 147,449 6,509 145,528 152,03710,872 133,238 144,110 10,909 137,412 148,321
Excess of five years to ten years 8,562 42,182 50,744 8,515 41,909 50,4248,776 27,152 35,928 8,711 27,939 36,650
Excess of ten years 19,693 6,199 25,892 19,556 6,240 25,796
--------- --------- --------- --------- --------- ---------12,426 9,086 21,512 12,730 9,379 22,109
---------- ---------- ---------- ---------- ---------- ----------
Total maturities 36,295 231,345 267,640 36,004 235,599 271,60332,074 213,581 245,655 32,350 218,854 251,204
Redeemable preferred stock - 669 6694,731 4,731 - 591 591
--------- --------- --------- --------- --------- ---------4,752 4,752
---------- ---------- ---------- ---------- ---------- ----------
$ 36,29532,074 $ 232,014218,312 $ 268,309250,386 $ 36,00432,350 $ 236,190223,606 $ 272,194
========= ========= ========= ========= ========= =========255,956
========== ========== ========== ========== ========== ==========
Major categories of investment income for the years ended December 31 are
summarized as follows:
1999 1998 1997
1996
------------ ------------ ----------------------- ----------- -----------
Fixed maturities $ 15,785 $ 15,901 $ 16,193
$ 16,769
Equity securities 2,608 2,210 1,729 2,197
Money market funds 1,089 1,517 1,208 1,123
Short-term and other 565 611 532 653
--------- --------- ---------
20,047 20,239 19,662
20,742
Investment expenses (1,156) (1,179) (1,220) (1,162)
--------- --------- ---------
NET INVESTMENT INCOME $ 18,891 $ 19,060 $ 18,442 $ 19,580
========= ========= =========
Approximately 29%27% of purchases and 45%44% of sales of investments during the three
years ended December 31, 19981999 were made through securities broker-dealers in
which certain directors of the Company were officers, directors or owners. Fees
earned by affiliated investment advisors were $614, $590 and $604 in 1999, 1998
and $932 in 1998,
1997, and 1996, respectively.
The Company has holdings in money-market accounts which were managed by or
purchased through companies affiliated with certain directors of the Company.
3230
3331
NOTE C - LOSS AND LOSS EXPENSE RESERVES
Activity in the reserves for losses and loss expenses is summarized as follows.
All amounts are shown net of reinsurance recoverable.
Year Ended December 31,
1999 1998 1997
1996
------------ ------------ ----------------------- ----------- -----------
Reserves at the beginning of the year $ 151,493 $ 154,537 $ 161,458$143,951 $151,493 $154,537
Provision for losses and loss expenses:
Claims occurring during the current year 55,520 53,278 47,692 45,999
Claims occurring during prior years (10,609) (10,741) (7,838) (12,245)
--------- --------- ---------
Total incurred 44,911 42,537 39,854 33,754
Loss and loss expense payments:
Claims occurring during the current year 27,867 24,947 15,946 12,891
Claims occurring during prior years 30,215 25,088 26,934 27,825
--------- --------- ---------
Total paid 58,082 50,035 42,880 40,716
Change in unpaid portion of uncollectible
amounts due from reinsurers (78) (44) (18) 41
--------- --------- ---------
Reserves at the end of the year 130,702 143,951 151,493 154,537
Reinsurance recoverable on reserves at the end of the year 42,771 50,481 45,702 42,402
--------- --------- ---------
Reserves, gross of reinsurance
recoverables, at the end of the year $ 194,432 $ 197,195 $ 196,939$173,473 $194,432 $197,195
========= ========= =========
The reserves for losses and loss expenses, net of related reinsurance
recoverables, at December 31, 1998, 1997 1996 and 19951996 were decreased by $10,609,
$10,741 $7,838 and $12,245,$7,838, respectively, for claims that had occurred on or prior to
those dates. These decreases are the result of the settlement of claims at
amounts lower than previously reserved and changes in estimates of losses
incurred but not reported as part of the normal reserving process. Development
during 19981999 and 1997,1998, on reserves outstanding at December 31, 1998 and 1997
included decreases of $1,082 and 1996
includedincreases of $1,070, and $8, respectively, offor incurred
losses and loss expenses related to environmental damage claims. Reported cases
relate primarily to policies issued in the 1970's to one account which was
involved in the business of hauling and disposing of hazardous waste. Included
in the above amounts are reserves for incurred but not reported environmental
losses of $5,000 at both December 31, 19981999 and 1997.1998. Adjusted for environmental
claims, management believes that the more favorable than anticipated experience
may be attributable, at least in part, to changes in trucking safety in general
resulting from the implementation of the national commercial driver license,
mandatory drug testing and an increased awareness by trucking companies of the
cost of unsafe operations. It is further believed that the Company's selection
techniques, minimum safety standards and claims handling have also contributed
to the current favorable loss experience. These trends were considered in the
establishment of the Company's reserves at December 31, 1998.1999.
The Company participates in mandatory residual market pools in various states.
The Company records the results from participation in these pools as reported
and records an additional provision in the financial statements for operating
periods unreported by the pools.
Loss reserves on certain permanent total disability workers' compensation
reserves have been discounted to present value at pre-tax rates not exceeding
3.5%. At December 31, 19981999 and 1997,1998, loss reserves have been reduced by
approximately $5,272$5,553 and $5,431,$5,272, respectively. Discounting is applied to these
claims since the amount of periodic payments to be made during the lifetime of
claimants is fixed and determinable.
Loss reserves have been reduced by estimated salvage and subrogation recoverable
of approximately $1,700$2,363 and $1,725$1,700 at December 31, 19981999 and 1997,1998, respectively.
3331
3432
NOTE D - EMPLOYEE BENEFIT PLANS
The Company maintains a defined contribution 401(k) Employee Savings and Profit
Sharing Plan ("the Plan") which covers all employees who have completed one year
of service. The Company's contributions to the Plan for 1999, 1998 and 1997
were $620, $615 and 1996 were $615, $585, and $499, respectively.
NOTE E - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets and liabilities as of December 31 are as
follows:
1999 1998
1997
------------ ----------------------- -----------
DEFERRED TAX ASSETS:Deferred tax liabilities:
Unrealized gain on investments $ 13,306 $ 16,878
Limited partnerships 2,007 1,967
Deferred acquisition costs 1,351 1,177
Salvage and subrogation 578 595
Other 598 380
--------- ---------
Total deferred tax liabilities 17,840 20,997
--------- ---------
Deferred tax assets:
Discounts of loss and loss expense reserves $5,049 5,875 $ 6,210
Deferred compensation 2,433 2,326 3,517
Unearned premiums 1,707 1,503
1,292
Other 951 1,108 1,107
--------- ---------
Total deferred tax assets 10,140 10,812 12,126
--------- ---------
DEFERRED TAX LIABILITIES:
Unrealized gain on investments 16,878 25,119
Limited partnerships 1,967 1,324
Deferred acquisition costs 1,177 884
Salvage and subrogation 595 604
Other 380 444
--------- ---------
TotalNet deferred tax liabilities 20,997 28,375
--------- ---------
NET DEFERRED LIABILITIES $ (10,185)7,700 $ (16,249)10,185
========= =========
Federal income tax expense consists of the following:
1999 1998 1997
1996
---------- ---------- --------------------- ----------- -----------
Taxes (credits) on income from continuing operations:
Current $ 7,360 $ 4,636 $ 9,507
$ 10,116
Deferred 530 2,176 1,670 (259)
--------- --------- ---------
$ 7,890 $ 6,812 $ 11,177 $ 9,857
========= ========= =========
Deferred tax on income from discontinued operations $ - $ - $ 193
========= ========= =========
A summary of the difference between federal income tax expense computed at the
statutory rate and that reported in the consolidated financial statements is as
follows:
1999 1998 1997
1996
---------- ---------- --------------------- ----------- -----------
Statutory federal income rate applied to
pretax income from continuing operations $ 9,277 $ 8,297 $ 12,468 $ 10,917
Tax effect of (deduction):
Tax-exempt investment income (1,337) (1,374) (1,219)
(1,079)
Other (50) (111) (72) 19
--------- --------- ---------
Federal income tax expense $ 7,890 $ 6,812 $ 11,177 $ 9,857
========= ========= =========
3432
3533
NOTE E - INCOME TAXES (CONTINUED)
The components of the provision for deferred federal income taxes (credits) are as
follows:
1999 1998 1997 1996
----------- ----------- -----------
Discounts of loss and loss expense reserves $ 826 $ 335 $ 821
$ 230
Limited partnerships 40 643 1,324
-
Deferred compensation (107) 1,191 (170)
(1,088)
Other (229) 7 (305) 792
--------- --------- ---------
PROVISION FOR DEFERRED FEDERAL INCOME TAX $ 530 $ 2,176 $ 1,670 $ (66)
========= ========= =========
Cash flows related to federal income taxes paid, net of refunds received, for
1999, 1998 and 1997 were $7,367, $6,533 and 1996 were $6,533, $7,800, and $11,805, respectively, including
Section 847 special tax deposits. Future tax benefits on approximately $5,875$5,049
of deferred tax assets at December 31, 19981999 arising from loss reserve
discounting is assured based on Section 847 of the Internal Revenue Code.
NOTE F - REINSURANCE
The insurance subsidiaries cede portions of their gross premiums written to
certain other insurers under excess and quota share treaties and by facultative
placements. Risks are reinsured with other companies to permit the recovery of
a portion of related direct losses. Protective also serves as an assuming
reinsurer under retrocessions from certain other reinsurers. These
retrocessions include individual risks as well as catastrophe pools.
Accordingly, the occurrence of a major catastrophic event could have a
significant impact on the Company's financial statements. In addition, the
insurance subsidiaries participate in certain involuntary reinsurance pools
which require insurance companies to provide coverages on assigned risks. The
assigned risk pools allocate participation to all insurers based upon each
insurer's portion of premium writings on a state or national level.
Net premiums earned for 1999, 1998 1997 and 19961997 have been reduced by reinsurance
ceded premiums of approximately $19,037, $12,337 $8,091 and $11,698,$8,091, respectively. Net
losses and loss expenses incurred for 1999 have been increased by net savings on
reinsured claims of $655. Net losses and loss expenses incurred for 1998 1997 and
19961997 have been reduced by reinsurance recoveries of approximately $10,255 $11,155 and
$991,$11,155, respectively. Ceded reinsurance premiums and loss recoveries for
catastrophe reinsurance contracts were not material. The Company remains liable
to the extent the reinsuring companies are unable to meet their obligations
under reinsurance contracts. Net premiums earned for 1999, 1998 1997 and 19961997
include approximately $4,981, $8,338 $10,609 and $10,220,$10,609, respectively, relating to the
assumption of reinsurance from other companies and from reinsurance pools.
Components of reinsurance recoverable at December 31 are as follows:
1999 1998 1997
----------- -----------
Paid losses and loss expenses $ 1,5372,013 $ 1,1601,537
Unpaid losses and loss expenses 42,771 50,481 45,702
Unearned premiums 41 735 414
--------- ---------
$ 52,75344,825 $ 47,27652,753
========= =========
NOTE G - OTHER OPERATING EXPENSES
Details of other operating expenses are as follows:
Years Ended December 31
1999 1998 1997 1996
----------- ----------- -----------
Amortization of deferred policy acquisition costs $ 8,538 $ 9,108 $ 6,486
$ 6,088
Other underwriting expenses 12,162 11,263 8,314 5,161
Expense allowances from reinsurers (6,822) (3,163) (744) (943)
--------- --------- ---------
TOTAL UNDERWRITING EXPENSES 13,878 17,208 14,056 10,306
Operating expenses of non-insurance companies 11,107 9,131 9,577 11,236
--------- --------- ---------
TOTAL OTHER OPERATING EXPENSES $ 24,985 $ 26,339 $ 23,633 $ 21,542
========= ========= =========
3533
3634
NOTE H - SHAREHOLDERS' EQUITY
Changes in common stock outstanding and additional paid-in capital are as
follows:
Class A Class B Additional
------------------------- ------------------------------------------------ ----------------------- Paid-in
Shares Amount Shares Amount Capital
----------- ---------- --------------------- ---------- ---------- ----------
Balance at January 1, 1996 2,476,0291997 2,444,329 $ 132 12,101,161 $ 645 $ 43,620
Discounted stock options issued - - - - 516
Discounted stock options exercised - - 1,200 - -
Treasury shares purchased (31,700) (2) (587,216) (31) (2,036)
--------- --------- ---------- --------- ---------
Balance at December 31, 1996 2,444,329 130 11,515,145 $ 614 $ 42,100
Discounted stock options issued - - - - 78
Discounted stock options exercised - - 4,314 - 1
Treasury shares purchased (46,975) (2) (227,014) (12) (818)
--------- --------- ---------- --------- ------------------- ---------- ---------- ----------
Balance at December 31, 1997 2,397,354 128 11,292,445 602 41,361
Discounted stock options issued - - - - 135
Discounted stock options exercised - - 67,475 4 36
Treasury shares purchased (8,900) (1) (57,424) (3) (204)
--------- --------- ---------- --------- ------------------- ---------- ---------- ----------
Balance at December 31, 1998 2,388,454 $ 127 11,302,496 603 41,328
Discounted stock options issued - - - - 139
Discounted stock options exercised - - 45,297 2 13
Treasury shares purchased (62,900) (3) (510,400) (27) (1,817)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1999 2,325,554 $ 603124 10,837,393 $ 41,328
========= =========578 $ 39,663
========== ========= =================== ========== ========== ==========
The Company's Class A and Class B common stock has a stated value of
approximately $.05. During 1997, and 1996, purchases of treasury stock included 96,214
and 49,000 shares respectively, from officers and directors for $1,850
and $821, respectively, at prices based upon the midpoint
between the bid and ask prices on the date of purchase.
Shareholders' equity at December 31, 19981999 includes $277,355$285,625 representing GAAP
shareholder's equity of insurance subsidiaries, of which $39,055$40,493 may be
transferred by dividend or loan to the parent company without approval by, or
notification to, regulatory authorities. An additional $170,724$188,756 of
shareholder's equity of such insurance subsidiaries may be advanced or loaned to
the Company with prior notification to regulatory authorities.
Net income of the insurance subsidiaries, as determined in accordance with
statutory accounting practices, was $18,048, $24,975$18,212, $18,396 and $20,249$24,895 for 1999, 1998
1997
and 1996,1997, respectively. Consolidated statutory shareholder's equity for these
subsidiaries was $256,290$270,948 and $248,154$256,290 at December 31, 19981999 and 1997,1998,
respectively.
NOTE I - EARNINGS PER SHARE
The following is a reconciliation of the denominators used in the calculations
of basic and diluted earnings per share for the years ended December 31:
1999 1998 1997 1996
----------- ----------- -----------
Average shares outstanding
for basic earnings per share 13,393,357 13,719,728 13,776,881 14,183,922
Dilutive effect of options 127,615 146,448 192,371
190,702
---------- ---------- --------------------- ----------- -----------
Average shares outstanding
for diluted earnings per share 13,520,972 13,866,176 13,969,252
14,374,624
========== ========== ===================== =========== ===========
No effect on net income was considered to result from the presumed exercise of
the options used in calculating diluted earnings per share. Options to
purchase 497,000 shares of common stock at $25.75 per share were issuedThe market value
options, discussed in December, 1997 and were outstanding at December 31, 1998 and 1997. These
optionsNote K, were not included in the computation of diluted
earnings per share because the exercise price was greater than the average
market price of the Company's stock.
3634
3735
NOTE J - REPORTABLE SEGMENTS
The Company and its consolidated subsidiaries market and underwrite casualty
insurance in three major specialtyspeciality areas (reportable segments): (1) fleet
trucking, (2) non-standard private passenger automobile and (3) the assumption
of reinsurance. The fleet trucking segment provides multiple line insurance
coverage to large trucking fleets which generally retain substantial amounts of
self-insurance and to medium-sized trucking fleets on a first dollar or small
deductible basis. The non-standard private passenger automobile segment
provides motor vehicle liability and physical damage coverage to individuals.
The reinsurance assumed segment accepts retrocessions from selected reinsurance
companies, principally reinsuring against catastrophes.
The Company's reportable segments are business units that operate in the
property/casualty insurance industry and each offers products to different
classes of customers. The reportable segments are managed separately due to the
differences in underwriting criteria used to market products to each class of
customer and the methods of distribution of the products each reportable
segment provides. Segment information shown in the table below as "all other"
includes products marketed and underwritten by the Company in other specialty
areas and the runoff of discontinued product lines.
The Company evaluates performance and allocates resources based on gain or loss
from insurance underwriting operations before income taxes. Underwriting gain
or loss does not include net investment income nor does it include realized
gains or losses on the Company's investment portfolio. All investment-related
revenues are managed at the corporate level. Underwriting gain or loss for the
fleet trucking segment includes revenue and expense from the Company's agency
operations since the agency operations serve solely as a direct marketing
facility for this segment. Underwriting gain or loss also includes fee income
generated by each segment in the course of its underwriting operations.
Management does not identify or allocate assets to reportable segments when
evaluating segment performance and depreciation expense is not material for any
of the reportable segments. The accounting policies of each reportable segment
are the same as those described in the summary of significant accounting
policies.
The following table provides certain profit and loss information for each
reportable segment for the years ended December 31:
Non-standard
Private Voluntary
Fleet Passenger Reinsurance
Trucking Automobile Assumed All Other Totals
----------- ----------- ----------- ----------- ----------------------- ------------ ------------ ------------ ------------
1999:
Direct and assumed premium written $ 44,013 $ 33,339 $ 4,015 $ 9,009 $ 90,376
Net premium earned and fee income 26,877 32,467 4,751 6,872 70,967
Underwriting gain (loss) 9,211 (284) 1,647 (1,041) 9,533
1998:
Direct and assumed premium written $ 37,714 $ 33,919 $ 6,994 $ 5,974 $ 84,601
Net premium earned and fee income 26,599 30,738 8,457 4,180 69,974
Underwriting gain (loss) 6,325 (1,301) 2,839 242 8,105
1997:
Direct and assumed premium written 38,865 23,625 11,307 3,942 77,739
Net premium earned and fee income 26,599 30,738 8,457 4,180 69,97431,609 17,832 10,035 3,145 62,621
Underwriting gain (loss) 6,325 (1,301) 2,839 242 8,105
1997:
Direct and assumed premium written 38,865 23,625 11,307 3,942 77,739
Net premium earned and fee income 31,609 17,832 10,035 3,145 62,621
Underwriting gain (loss) 3,947 (164) 1,444 54 5,281
1996:
Direct and assumed premium written 46,968 13,721 9,158 3,376 73,223
Net premium earned and fee income 36,440 9,679 9,430 3,826 59,375
Underwriting gain (loss) 7,957 538 3,642 (176) 11,961
3735
3836
NOTE J - REPORTABLE SEGMENTS (CONTINUED)
The following tables are reconciliations of reportable segment revenues and
profits to the Company's consolidated revenue and income from continuing
operations before
federal income taxes, respectively.
1999 1998 1997 1996
----------- ----------- -----------
REVENUE:
Net premium earned and fee income $ 70,967 $ 69,974 $ 62,621
$ 59,375
Net investment income 18,891 19,060 18,442 19,580
Realized net gains on investments 5,625 2,855 17,338
6,860
Other income 919 694 709
672
--------- --------- ------------------- ---------- ----------
Total consolidated revenue $ 96,402 $ 92,583 $ 99,110
$ 86,487
========= ========= =================== ========== ==========
1999 1998 1997
----------- ----------- -----------
PROFIT:
Underwriting gain $ 9,533 $ 8,105 $ 5,281
$ 11,961
Net investment income 18,891 19,060 18,442 19,580
Realized net gains on investments 5,625 2,855 17,338
6,860
Corporate expenses (7,543) (6,313) (5,438)
(7,210)
--------- --------- ------------------- ---------- ----------
Income from continuing operations
before federal income taxes $ 26,506 $ 23,707 $ 35,623
$ 31,191
========= ========= =================== ========== ==========
The Company, through its subsidiaries, is licensed to do business in all 50
states of the United States, all Canadian provinces and Bermuda. Canadian and
Bermuda operations are currently not significant.
One customer of the fleet trucking segment represents approximately $22,301,
$18,436 and $19,278 of the Company's consolidated revenue in 1999, 1998 consolidated revenue. This same customer provided revenues
to the fleet trucking segment of approximately $19,278 and
$19,152 in 1997, and
1996, respectively.
NOTE K - STOCK PURCHASE AND OPTION PLANS
In accordance with the terms of the 1981 Stock Purchase Plan (1981 Plan), the
Company is obligated to repurchase shares issued under the 1981 Plan, at a price
equal to 90% of the book value of the shares at the end of the quarter
immediately preceding the date of repurchase. No shares were repurchased during
1999, 1998 1997 or 1996.1997. At December 31, 19981999 there were 136,229 shares (Class A)
and 375,766 shares (Class B) outstanding which are eligible for repurchase by
the Company.
The Company maintains stock option plans and has reserved an aggregate of
1,050,000 shares of Class B common stock for the granting of stock options to
employees and directors. Discounted options granted to employees are generally
exercisable immediately while discounted options granted to directors are
generally not exercisable for one year from the date of grant. During 1997, the
Company issuedgranted 497,000 market value options, of which 476,000 remained
outstanding at December 31, 1999. These options become exercisable in one-
thirdone-third
increments on the first, second and third anniversary of the date of grant,
assuming continued employment with the Company of the optionee. 21,000 of said
options were forfeited during 1999. All options expire ten years after the date
of grant.
3836
3937
NOTE K - STOCK PURCHASE AND OPTION PLANS (CONTINUED)
A summary of the Company's stock option activity and related information for the
years ended December 31 follows:
1999 1998 1997
1996
------------------------ ------------------------ -------------------------------------------------- -------------------------- --------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
---------- ---------- ---------- ---------- ---------- --------------------- ----------- ----------- ----------- ----------- -----------
Outstanding at beginning of year 631,974 $ 20.376 693,221 $ 18.625 196,329 $ .569 168,251 $ .510
Granted:
At exercise prices equaling market - - - - 497,000 25.750 - -
At exercise prices below market 6,571 1.000 6,228 1.000 4,206 .679
29,278 .903
Exercised 45,297 .333 67,475 .590 4,314 .333
1,200 .333
--------- --------- ---------Forfeited 21,000 25.750 - - - -
---------- ---------- ----------
Outstanding at end of year 572,248 21.537 631,974 20.376 693,221 18.625 196,329 .569
========= ========= =========
Exercisable at end of year 407,010 20.226 294,413 14.739 192,015 .575 192,051 .574
Weighted average fair value
of options granted during the year:
At exercise prices equaling market - - - - 497,000 8.950 - -
At exercise prices below market 6,571 21.242 6,228 21.682 4,206 18.561 29,278 17.617
The fair value of the market value options granted during 1997 was determined
using a Black Scholes option pricing model with the following assumptions: risk-
free interest rate of 5.8%; dividend yield of 1.8%; volatility factor of the
expected market price of the Company's common stock of .21; and an expected life
of the option of 10 years. If the Company had followed Financial AccountingAcounting
Standards Board Statement No. 123, Accounting for Stock-Based Compensation, 1999
and 1998 net income and earnings per share would each have been reduced by $964$975
and $.07, respectively, related to the issuance of 1997 market value options.
The affecteffect on 1997 earnings resulting from the issuance of these options would
not have been material.
Exercise prices for options outstanding as of December 31, 19981999 were $.33, $1.00
or $25.75. The weighted-average remaining contractual life of options
exercisable at either $.33 or $1.00 is 4.45.5 years with a weighted-average
exercise price of $.59.$.68. The remaining contractual life of options exercisable
at $25.75 is 98 years. The compensation cost that has been charged against
income for all stock-based compensation plans, consisting of directors' fees
only, was $.1 million, $.1 million$140, $135 and $.5 million$78 for 1999, 1998 1997 and 1996,1997, respectively.
NOTE L - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Quarterly results of operations are as follows:
Results by Quarter
------------------------------------------------------------------------------------------------------------------------------------------------------------------
1999 1998
1997
--------------------------------------- ---------------------------------------
1ST 2ND 3RD 4TH---------------------------------------- ----------------------------------------
1st 2nd 3rd 4th 1st 2nd 3rd 4th
--------- --------- --------- --------- --------- --------- --------- ---------
Net premiums earned $ 16,985 $ 18,855 $ 17,293 $ 15,729 $ 13,322 $ 14,987 $ 16,633 $ 16,733$15,985 $17,705 $17,749 $17,675 $16,985 $18,855 $17,293 $15,729
Net investment income 4,668 4,628 4,604 4,991 4,623 4,612 4,754 5,071 4,611 4,664 4,534 4,633
Realized net gains (losses) on investments 2,645 853 3,899 (1,772) 2,339 2,285 917 (2,686) 5,444 3,887 4,493 3,514
Losses and loss expenses incurred 10,960 11,672 10,492 11,787 10,722 10,810 10,521 10,484
8,863 9,486 10,670 10,835
Net income 4,959 4,315 6,685 2,657 4,716 5,621 4,865 1,693 6,573 6,239 6,227 5,407
Per share - diluted:
Net income $ .36 $ .32 $ .50 $ .20 $ .34 $ .41 $ .35 $ .12 $ .47 $ .45 $ .45 $ .39
3937
4038
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No response to this item is required.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to the directors of the Registrant to be provided
under this item is omitted from this Report because the Registrant will file
with the Commission a definitive proxy statement pursuant to Regulation 14A
involving the election of directors not later than 120 days after the close of
its fiscal year.
The information required by Item 10 of this Report with respect to directors
which will appear in the definitive proxy statement is incorporated by reference
herein.
The executive officers of the Company will serve until the next annual meeting
of the Board of Directors and until their respective successors are elected and
qualified. Except as otherwise indicated, the occupation of each officer during
the past five years has been in his current position with the Company.
The following summary sets forth certain information concerning the Company's
executive officers:
Served in
Such Capacity
Name Age Title Since
- -------------------------------------------- ----- ------------------------------------ ------------------------------------------------ ------------
Gary W. Miller 5859 Chairman, President and CEO 1983 (1)
G. Patrick Corydon 5051 Vice President and Treasurer 1979
Joseph J. DeVito 4748 Vice President 1986
James W. Good 5556 Vice President 1980
James E. Kirschner 5354 Vice President and Secretary 1977 (2)
(1) Mr. Miller was elected Chairman and CEO of the Company in 1997.
(2) Mr. Kirschner was elected Secretary of the Company in 1997.
(2) Mr. Kirschner was elected Secretary of the Company in 1985.
1985.
ITEM 11. EXECUTIVE COMPENSATION *
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT *
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS *
* The information to be provided under Items 11, 12 and 13 is omitted from this
Report because the Registrant will file with the Commission a definitive proxy
statement pursuant to Regulation 14A involving the election of directors not
later than 120 days after the close of its fiscal year. The information
required by these items of this Report which will appear in the definitive proxy
statement is incorporated by reference herein.
38
39
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. List of Financial Statements--The following consolidated financial
statements of the registrant and its subsidiaries (including the Report of
Independent Auditors) are submitted in Item 8 of this report.
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income and Retained Earnings - Years ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Equity Other Than Capital -
Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows - Years ended December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
2. List of Financial Statement Schedules--The following consolidated
financial statement schedules of Baldwin & Lyons, Inc. and subsidiaries are
included in Item 14(d):
Pursuant to Article 7:
Schedule I--Summary of Investments--Other than Investments
in Related Parties
Schedule III--Supplementary Insurance Information
Schedule IV--Reinsurance
Schedule V--Valuation and Qualifying Accounts
Schedule VI--Supplemental Information Concerning Property/Casualty
Insurance Operations
All other schedules to the consolidated financial statements required by Article
7 and Article 5 of Regulation S-X are not required under the related
instructions or are inapplicable and therefore have been omitted.
39
40
3. Listing of Exhibits:
Number & Caption
from Exhibit Table of
Item 601 of Regulation
S-K Exhibit Number and Description
- ------------------------ --------------------------------------------------
(3) EXHIBIT 3(i)--
(Articles of Incorpor- Articles of Incorporation of Baldwin & Lyons, Inc.,
ation & By Laws) as amended (Incorporated as an exhibit by reference
to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1986)
EXHIBIT 3(ii)--
By-Laws of Baldwin & Lyons, Inc., as restated
Incorporated as an exhibit by reference to Exhibit
(ii) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998)
(10) EXHIBIT 10(a)--
(Material Contracts) 1981 Employee Stock Purchase Plan (Incorporated
as an exhibit by reference to Exhibit A to the
Company's definitive Proxy Statement for its Annual
Meeting held May 5, 1981)
EXHIBIT 10(b)--
Baldwin & Lyons, Inc. Employee Discounted Stock
Option Plan (Incorporated as an exhibit by reference
to Appendix A to the Company's definitive Proxy
Statement for its Annual Meeting held May 2, 1989)
EXHIBIT 10(c)--
Baldwin & Lyons, Inc. Deferred Directors Fee Option
Plan (Incorporated as an exhibit by reference to
Exhibit 10(f) to the Company's Annual Report on Form
10-K for the year ended December 31, 1989)
EXHIBIT 10(d)--
Baldwin & Lyons, Inc. Amended Employee Discounted Stock
Option Plan (Incorporated as an exhibit by reference to
Exhibit 10(f) to the Company's Annual Report on Form
10-K for the year ended December 31, 1992)
40
41
Number & Caption
from Exhibit Table of
Item 601 of Regulation
S-K Exhibit Number and Description
- ------------------------ --------------------------------------------------
EXHIBIT 10(e)--
Stock Purchase Agreement by and among General Casualty
Company of Wisconsin, Baldwin & Lyons, Inc. and
Protective Insurance Company as of August 8, 1995
(Incorporated as an exhibit by reference to Exhibit
10(g) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995)
EXHIBIT 10(f)--
Baldwin & Lyons, Inc. Restated Employee Discounted
Stock Option Plan. (Incorporated as an exhibit by
reference to Exhibit 10(f) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1997)
(11) EXHIBIT 11--
(Statement regarding Computation of Per Share Earnings
computation of per
share earnings)
(21) EXHIBIT 21--
(Subsidiaries of the Subsidiaries of Baldwin & Lyons, Inc.
registrant)
(23) EXHIBIT 23--
(Consents of experts Consent of Ernst & Young LLP
and counsel)
(24) EXHIBIT 24--
(Powers of Attorney) Powers of Attorney for certain Officers and Directors
(b) No reports on Form 8-K were filed by the Company in the fourth quarter of
1999.
(c) Exhibits. The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules. The response to this portion of Item 14 is
submitted on pages 42 through 46 of this report.
41
42
SCHEDULE I -- SUMMARY OF INVESTMENTS-
OTHER THAN INVESTMENTS IN RELATED PARTIES
FORM 10-K - YEAR ENDED DECEMBER 31, 1999
BALDWIN & LYONS, INC. AND MANAGEMENT *
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS *
* The information to be provided under Items 11, 12 and 13 is omitted from
this Report because the Registrant will file with the Commission a definitive
proxy statement pursuant to Regulation 14A involving the election of directors
not later than 120 days after the close of its fiscal year. The information
required by these items of this Report which will appear in the definitive
proxy statement is incorporated by reference herein.
40
41
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. List of Financial Statements--The following consolidated financial
statements of the registrant and its subsidiaries (including the
Report of Independent Auditors) are submitted in Item 8 of this
report.
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income and Retained Earnings -
Years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Changes in Equity Other Than Capital -
Years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows -
Years ended December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
2. List of Financial Statement Schedules--The following consolidated
financial statement schedules of Baldwin & Lyons, Inc. and
subsidiaries are included in Item 14(d):
Pursuant to Article 7:
Schedule I--Summary of Investments--Other than Investments
in Related Parties
Schedule III--Supplementary Insurance Information
Schedule IV--Reinsurance
Schedule V--Valuation and Qualifying Accounts
Schedule VI--Supplemental Information Concerning Property/Casualty
Insurance Operations
All other schedules to the consolidated financial statements required by
Article 7 and Article 5 of Regulation S-X are not required under the related
instructions or are inapplicable and therefore have been omitted.
41
42
3. Listing of Exhibits:
Number & Caption
fromm Exhibit Table of
Item 601 of Regulation
S-K Exhibit Number and Description
- ------------------------ ------------------------------------------------------
(3) EXHIBIT 3(i)--
(Articles of Incorpor- Articles of Incorporation of Baldwin & Lyons, Inc.,
ation & By Laws) as amended (Incorporated as an exhibit by reference
to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1986)
EXHIBIT 3(ii)--
By-Laws of Baldwin & Lyons, Inc., as restated
May 5, 1998
(10) EXHIBIT 10(a)--
(Material Contracts) 1981 Employee Stock Purchase Plan (Incorporated
as an exhibit by reference to Exhibit A to the
Company's definitive Proxy Statement for its Annual
Meeting held May 5, 1981)
EXHIBIT 10(b)--
Baldwin & Lyons, Inc. Employee Discounted Stock
Option Plan (Incorporated as an exhibit by refer
ence to Appendix A to the Company's definitive Proxy
Statement for its Annual Meeting held May 2, 1989)
EXHIBIT 10(c)--
Baldwin & Lyons, Inc. Deferred Directors Fee
Option Plan (Incorporated as an exhibit by
reference to Exhibit 10(f) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989)
EXHIBIT 10(d)--
Baldwin & Lyons, Inc. Amended Employee Discounted
Stock Option Plan (Incorporated as an exhibit by
reference to Exhibit 10(f) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1992)
42
43
Number & Caption
from Exhibit Table of
Item 601 of Regulation
S-K Exhibit Number and Description
---------------------- ------------------------------------------
EXHIBIT 10(e)--
Stock Purchase Agreement by and among
General Casualty Company of Wisconsin,
Baldwin & Lyons, Inc. and Protective
Insurance Company as of August 8, 1995
(Incorporated as an exhibit by reference
to Exhibit 10(g) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995)
EXHIBIT 10(f)--
Baldwin & Lyons, Inc. Restated Employee Discounted
Stock Option Plan. (Incorporated as an exhibit by
reference to Exhibit 10(f) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1997)
(11) EXHIBIT 11--
(Statement regarding Computation of Per Share Earnings
computation of per
share earnings)
(21) EXHIBIT 21--
(Subsidiaries of the Subsidiaries of Baldwin & Lyons, Inc.
registrant)
(23) EXHIBIT 23--
(Consents of experts Consent of Ernst & Young LLP
and counsel)
(24) EXHIBIT 24--
(Powers of Attorney) Powers of Attorney for certain Officers and
Directors
(b) No reports on Form 8-K were filed by the Company in the fourth quarter
of 1998.
(c) Exhibits. The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules. The response to this portion of Item
14 is submitted on pages 44 through 48 of this report.
43
44
SCHEDULE I -- SUMMARY OF INVESTMENTS-
OTHER THAN INVESTMENTS IN RELATED PARTIES
FORM 10-K - YEAR ENDED DECEMBER 31, 1998
BALDWIN & LYONS, INC. & SUBSIDIARIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Amount At
Which Shown
Fair In The Balance
Type of Investment Cost Value Sheet (A)
- -------------------------------------------------------------------- -------------- ------------- --------------------------- --------------
Fixed Maturities:
Bonds:
United States government and
government agencies and
authorities $72,012 $72,442 $72,442$ 53,091 $ 52,169 $ 52,169
Mortgage backed securities 36,004 36,295 36,29532,350 32,074 32,074
States, municipalities and
political subdivisions 67,370 68,319 68,31954,643 54,496 54,496
Public utilities 7,130 7,504 7,5049,490 9,364 9,364
All other corporate bonds 89,088 83,080 83,080101,630 97,552 97,552
Redeemable preferred stock 590 669 669
--------- --------- ---------4,752 4,731 4,731
----------- ----------- -----------
Total fixed maturities 272,194 268,309 268,309255,956 250,386 250,386
Equity Securities:
Common Stocks:
Banks, trust and insurance
Companies 27,039 57,685 57,685companies 21,627 34,173 34,173
Industrial, miscellaneous
and all other 62,236 84,418 84,41861,643 95,360 95,360
Nonredeemable preferred stocks 6,057 5,957 5,957
--------- --------- ---------10,498 9,767 9,767
----------- ----------- -----------
Total equity securities 95,332 148,060 148,06093,768 139,300 139,300
Short-term and Other:
Certificates of deposit 2,033 2,033 2,0331,862 1,862 1,862
Commercial paper 6,970 6,970 6,97015,405 15,405 15,405
Other long-term investments 15,656 13,445 13,445
--------- --------- ---------17,145 15,200 15,200
----------- ----------- -----------
Total short-term and other 24,659 22,448 22,448
--------- --------- ---------34,412 32,467 32,467
----------- ----------- -----------
Total investments $392,185 $438,817 $438,817
========= ========= =========
(A) All securities listed are considered available-for-sale and, accordingly,
are presented at fair value in the financial statements.
$ 384,136 $ 422,153 $ 422,153
=========== =========== ===========
(A) All securities listed are considered available-for-sale and, accordingly,
are presented at fair value in the financial statements.
4442
4543
SCHEDULE III --- SUPPLEMENTARY INSURANCE INFORMATION
FORM 10-K - YEAR ENDED DECEMBER 31, 19981999
BALDWIN & LYONS, INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F Column G Column H Column I Column J Column K
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
As of December 31, Year Ended December 31,
-------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------
Reserves
for Unpaid Other Benefits, Amortization
Deferred Claims Policy Claims, of Deferred
Policy and Claim Claims and Net Net Losses and Policy Other Net
Acquisition Adjustment Unearned Benefits Premium Investment Settlement AcquisitionSettlementAcquisition Operating Premiums
Segment Costs Expenses Premiums Payable Earned Income Expenses Costs Expenses Written
- ----------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
(A) (A) (A) (B)
(A) (A) (A) (B)
Property/Casualty
Insurance
1999 $ 3,851 $ 173,473 $ 24,432 --- $ 69,114 $ 18,891 $ 44,911 $ 8,538 $ 5,340 $ 72,033
1998 $ 3,245 $194,432 $22,208194,432 22,208 --- $68,862 $19,060 $42,537 $9,108 $8,100 $71,94368,862 19,060 42,537 9,108 8,100 71,943
1997 2,522 197,19 518,806 --- 61,675 18,442 39,854 6,486 7,570 69,575
1996 1,425 196,93 910,835197,195 18,806 --- 58,743 17,505 33,754 6,088 4,218 61,431
(A) Allocations of certain expenses have been made to investment income,
settlement expenses and other operating expenses and are based on a number of
assumptions and estimates. Results among these categories would change if
different methods were applied.
(B) Commissions paid to the Parent Company have been eliminated for this
presentation. Commission allowances resulting from reinsurance transactions
are offset against other operating expenses.
61,675 18,442 39,854 6,486 7,570 69,575
(A) Allocations of certain expenses have been made to investment income,
settlement expenses and other operating expenses and are based on a number
of assumptions and estimates. Results among these catagories would change
if different methods were applied.
(B) Commissions paid to the Parent Company have been eliminated for this
presentation. Commission allowances resulting from reinsurance
transactions are offset against other operating expenses.
4543
4644
SCHEDULE IV -- REINSURANCE
FORM 10-K - YEAR ENDED DECEMBER 31, 19981999
BALDWIN & LYONS, INC. &AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
% of
Ceded Assumed Amount
Direct to Other from Other Net Assumed to
Premiums Companies Companies Amount Net
----------- ----------- ----------- ----------- --------------------- ---------- ---------- ---------- ----------
Premiums Earned -
Property/casualty insurance:
Years Ended December 31:
1999 $ 83,170 $ 19,037 $ 4,981 $ 69,114 7.2
1998 $ 72,860 $ 12,337 $ 8,338 $ 68,862 12.1
1997 59,157 8,091 10,609 61,675 17.2
1996 60,221 11,698 10,220 58,743 17.4
4644
4745
SCHEDULE V--VALUATION AND QUALIFYING ACCOUNTS
FORM 10-K - YEAR ENDED DECEMBER 31, 19981999
BALDWIN & LYONS, INC. &AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
- ------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- ------------------------------------------------------------------------------------------------
Additions
-------------------------
(1) (2)
Charged to
Balance at Charged to Other Balance
Beginning Cost and Accounts- Deductions- at End of
Description of Period Expenses Describe Describe(A) Period
- ----------------------- ---------- ---------- ---------- ---------- ----------
Allowance for doubtful
accounts:
Years ended December 31:
1999 $ 943 $ 896 $ - $ 767 $ 1,072
1998 $396 $1,312 $0 $765 (A) $943396 1,312 - 765 943
1997 346 413 0- 363 (A) 396
1996 300 192 0 146 (A) 346
(A) Bad debts written off during the year net of recoveries of previously
written off during the year net of recoveries of previously
written off amounts, if any.
4745
4846
SCHEDULE VI--SUPPLEMENTAL INFORMATION
CONCERNING PROPERTY/CASUALTY INSURANCE OPERATIONS
FORM 10-K - YEAR ENDED DECEMBER 31, 19981999
BALDWIN & LYONS, INC. &AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F Column G Column H Column I Column J Column K
- -----------------------------------------------------------------------------------------------------------------------------------
As of December 31, Year Ended December 31,
-------------------------------------------- -----------------------------------------------------------------------
Claims and Claim
Reserves Adjustment Expenses Amortiza-
for Unpaid Discount, Incurred Related to tion of
Deferred Claims if any ------------------- Deferred Paid Claims
AFFILIATION Policy and Claim Deducted Net (1) (2) Policy and Claim Net
WITH Acquisi- Adjustment in Unearned Earned Investment Current Prior Acquisition Adjustment Premiums
REGISTRANT tion Costs Expenses Column C Premiums Premiums Income Year Years Costs Expenses Written
---------- ---------- ---------- ---------- ---------- ---------- -------- -------- -------- ---------- --------- --------- (A)---------- ----------- ---------
(A)
Consolidated Property/Casualty Subsidiaries:
1999 $3,851 $173,473 $5,553 $24,432 $69,114 $18,891 $55,520 ($10,609) $8,538 $58,082 $72,033
1998 $3,245 $194,432 $5,272 $22,208 $68,862 $19,060 $53,278 ($10,741) $9,108 $50,035 $71,9433,245 194,432 5,272 22,208 68,862 19,060 53,278 (10,741) 9,108 50,035 71,943
1997 2,522 197,195 5,431 18,806 61,675 18,442 47,692 (7,838) 6,486 42,880 69,575
1996 1,425 196,939 4,694 10,835 58,743 17,505 45,999 (12,245) 6,088 40,716 61,431
(A) Loss reserves on certain reinsurance assumed and permanent total disability
worker's compensation claims have been discounted to present value using
pretax interest rates not exceeding 3.5%.
4846
4947
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BALDWIN & LYONS, INC.
March 26, 199927, 2000 By /s/ Gary W. Miller (*)
------------------------------------
Gary W. Miller, Chairman
and CEO
(Chief Operating Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
March 26, 199927, 2000 By /s/ Gary W. Miller (*)
------------------------------------
Gary W. Miller, Chairman
and CEO; Director
March 26, 199927, 2000 By /s/ G. Patrick Corydon
------------------------------------
G. Patrick Corydon, Vice President -
Finance and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
March 26, 199927, 2000 By /s/ Joseph DeVito (*)
------------------------------------
Joseph DeVito, Director and
Vice President
March 26, 199927, 2000 By /s/ James Good
------------------------------------
James Good, Director and
Vice President
March 26, 199927, 2000 By /s/ Stuart D. Bilton (*)
------------------------------------
Stuart D. Bilton, Director
March 26, 199927, 2000 By /s/ Otto N. Frenzel III (*)
------------------------------------
Otto N. Frenzel III, Director
4947
5048
SIGNATURES (CONTINUED)
March 26, 199927, 2000 By /s/ John M. O'Mara (*)
------------------------------------
John M. O'Mara, Director
March 26, 199927, 2000 By /s/ Thomas H. Patrick (*)
------------------------------------
Thomas H. Patrick, Director
March 26, 199927, 2000 By /s/ Nathan Shapiro (*)
------------------------------------
Nathan Shapiro, Director
March 26, 199927, 2000 By /s/ Norton Shapiro (*)
------------------------------------
Norton Shapiro, Director
March 26, 199927, 2000 By /s/ L. Leslie Waters (*)
------------------------------------
L. Leslie Waters, Director
March 26, 199927, 2000 By /s/ John D. Weil (*)
------------------------------------
John D. Weil, Director
March 26, 199927, 2000 By /s/ Robert Shapiro (*)
------------------------------------
Robert Shapiro, Director
March 26, 199927, 2000 By /s/ John Pigott (*)
------------------------------------
John Pigott, Director
(*) By James E. Kirschner,Gary W. Miller, Attorney-in-Fact
5048
5149
ANNUAL REPORT ON FORM 10-K
ITEM 14(c)--CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 19981999
BALDWIN & LYONS, INC.
INDIANAPOLIS, INDIANA
5149
5250
BALDWIN & LYONS, INC.
Form 10-K for the Fiscal Year
Ended December 31, 19981999
INDEX TO EXHIBITS
Begins on sequential page
Exhibit No. number of Form 10-K
- ------------------------------ --------------------------------- ----------------------------
EXHIBIT 3(i)--
Articles of Incorporation of
Baldwin & Lyons, Inc. as amended
(Incorporated as an exhibit by
reference to Exhibit 3(a) to the
Company's Annual Report on Form
10-K for the year ended December
31, 1986) N/A
EXHIBIT 3(ii)--
By-Laws of Baldwin & Lyons, Inc.,
as restated May 5, 1998 p. 54(Incorporated as an exhibit by
reference to Exhibit 3(ii) to the
Company's Annual Report on Form
10-K for the year ended December
31, 1998) N/A
EXHIBIT 10(a)--
1981 Employees Stock Purchase Plan
(Incorporated as an exhibit by
reference to Exhibit A to the
Company's definitive Proxy
Statement for its Annual Meeting
held May 5, 1981) N/A
EXHIBIT 10(b)--
Baldwin & Lyons, Inc. Employee
Discounted Stock Option Plan
(Incorporated as an exhibit by reference
to Appendix A to the Company's definitive
Proxy Statement for its Annual Meeting
held May 2, 1989) N/A
EXHIBIT 10(c)--
Baldwin & Lyons, Inc. Deferred Directors
Fee Option Plan (Incorporated as an
exhibit by reference to Exhibit 10(f) to the
Company's Annual Report on Form 10-K
for the year ended December 31, 1989) N/A
5250
5351
INDEX TO EXHIBITS (CONTINUED)
Begins on sequential page
Exhibit No. number of Form 10-K
- --------------------------------- -------------------------------------------------------- -----------------------------
EXHIBIT 10(d)--
Baldwin & Lyons, Inc. Amended Employee
Discounted Stock Option Plan (Incorporated
as an exhibit by reference to Exhibit 10(f) to
the Company's Annual Report on Form 10-K
for the year ended December 31, 1989) N/A
EXHIBIT 10(e)--
Stock Purchase Agreement by and among
General Casualty Company of Wisconsin,
Baldwin & Lyons, Inc. and Protective Insurance
Company as of August 8, 1995 (Incorporated
as an exhibit by reference to Exhibit 10(g) to
the Company's Annual Report on Form 10-K
for the year ended December 31, 1995) N/A
EXHIBIT 10(f)--
Baldwin & Lyons, Inc. Restated Employee
Discounted Stock Option Plan (Incorporated
as an exhibit by reference to Exhibit 10(f) to
the Company's Annual Report on Form 10-K
for the year ended December 31, 1997) N/A
EXHIBIT 11--
Computation of Per Share Earnings p. 6052
EXHIBIT 21--
Subsidiaries of Baldwin & Lyons, Inc. p. 6153
EXHIBIT 23--
Consent of Ernst & Young LLP p. 6254
EXHIBIT 24--
Powers of Attorney for certain
Officers and Directors p. 6355
EXHIBIT 27--
Financial Data ScheduleSchecule File herewith electronically
51
52
Baldwin & Lyons, Inc. and Subsidiaries
Form 10-K Year Ended December 31, 1999
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
-------------------------------------------
Year Ended December 31
-------------------------------------------
1999 1998 1997
------------ ------------ ------------
Basic:
Average number of Class A and
Class B shares outstanding 13,393,357 13,719,728 13,776,881
=========== =========== ===========
Net income $18,615,882 $16,894,697 $24,445,682
=========== =========== ===========
Per Share Amount $ 1.39 $ 1.23 $ 1.77
=========== =========== ===========
Diluted:
Average number of Class A and
Class B shares outstanding 13,393,357 13,719,728 13,776,881
Dilutive stock options--based on
treasury stock method using higher
of average or year end market prices 127,615 146,448 192,371
----------- ----------- -----------
TOTALS 13,520,972 13,866,176 13,969,252
=========== =========== ===========
Net income $18,615,882 $16,894,697 $24,445,682
=========== =========== ===========
Per Share Amount $ 1.38 $ 1.22 $ 1.75
=========== =========== ===========
52
53
EX-3
2
AMENDED BY-LAWS
54
EXHIBIT 3(II)
CODE OF BY-LAWS21
SUBSIDIARIES OF BALDWIN & LYONS, INC.
(AS AMENDED 5-5-98)
ARTICLE I
CAPITAL STOCK
SECTION 1. STOCK CERTIFICATES As providedSTATE OR
JURISDICTION
OF ORGANIZATION
NAME OR INCORPORATION
- ---------------------------- -----------------
Protective Insurance Company Indiana
Sagamore Insurance Company (1) Indiana
B & L Insurance, Ltd. Bermuda
Baldwin & Lyons, California California
(1) Wholly-owned subsidiary of Protective Insurance Company
53
54
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by law, each holder of
shares of the corporation shall be entitled to a stock certificate signed by
the president or vice president and attested by the secretary or an assistant
secretary, certifying the number of shares owned by such shareholder and such
other information as may be required by law. The form of such certificate
shall be prescribed by resolution of the Board of Directors.
SECTION 2. LOST OR DESTROYED CERTIFICATES When the stock
certificate of any shareholder is lost or destroyed, a new stock certificate
may be issued to replace such lost or destroyed certificate. Unless waived by
the Board of Directors, the shareholder shall make an affidavit or affirmation
of the fact that his certificate is lost or destroyed, shall advertise the same
in such manner as the Board of Directors may require, and shall give the
corporation a bond of indemnityreference in the amountRegistration Statement dated
April 28, 1983 on Form S-8 No. 2-72576 pertaining to the 1981 Stock Purchase
Plan, the Registration Statement dated March 29, 1990 on Form S-8 No. 33-34107
pertaining to the Baldwin & Lyons, Inc. Deferred Directors Fee Option Plan, and
form which the BoardRegistration Statement dated August 6, 1993 on Form S-8 No. 33-31316
pertaining to the Baldwin & Lyons, Inc. Employee Discounted Stock Option Plan of
Directors may prescribe.
SECTION 3. TRANSFER OF SHARES Sharesour report dated March 2, 2000, with respect to the consolidated financial
statements and schedules of the corporation shall be
transferable only on the books of the corporation upon the surrender of the
certificate representing the same, either duly endorsed with signature
guaranteed or accompanied by a separate document containing a written
assignment of such certificate duly executed with signature guaranteed. The
requirement for such guaranteeing may be waived by the president or secretary
of the corporation.
SECTION 4. RECOGNITION OF SHAREHOLDERS The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividendsBaldwin & Lyons, Inc. and to vote as such owner,
notwithstanding any equitable or other claim to, or interest in, such shares on
the part of any other person.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS As providedsubsidiaries included in
the Articles of
Incorporation, meetings ofAnnual Report (Form 10K) for the shareholders of the corporation shall be held at
such place, either within or without the State ofyear ended December 31, 1999.
/S/ ERNST & YOUNG LLP
Indianapolis, Indiana
as may be specified
in the respective calls, notice or waivers of notice thereof.March 23, 2000
54
55
SECTION 2. ANNUAL MEETINGS The annual meeting of the shareholders
of the corporation shall be held at 10:00 a.m. on the first Tuesday in May of
each year, or on such other date five (5) business days prior to or following
this date as may be designated by the Board of Directors.
SECTION 3. SPECIAL MEETINGS Special meetings of the shareholders
may be called by the President, by the Board of Directors, or by shareholders
who hold not less than one-fourth of all outstanding shares which may be voted
on the business proposed to be transacted thereat.
SECTION 4. NOTICEEXHIBIT 24
POWERS OF MEETINGS Written notice stating the place,
day and hour of any meeting of shareholders and, in the case of special
meetings or when otherwise required by law, the purpose for which any such
meeting is called, shall be delivered or mailed by the Secretary of the
corporation to each shareholder of record entitled to vote at such meeting, at
such address as appears upon the records of the corporation and at least ten
(10) days before the date of such meeting, on being notified of the place, day
and hour thereof by the officers or persons calling the meeting.
SECTION 5. WAIVER OF NOTICE Notice of any meeting may be waived in
writing by any shareholder if the waiver sets forth in reasonable detail the
time and place of the meeting and the purposes thereof. Attendance at any
meeting, in person or by proxy, if the proxy sets forth in reasonable detail
the purposes of such meeting, shall constitute a waiver of notice of such
meeting.
SECTION 6. VOTING RIGHTS Each holder of shares of the corporation
shall have such voting rights as are specified in The Articles of Incorporation
of the corporation.
SECTION 7. DATE OF DETERMINATION OF VOTING RIGHTS The Board of
Directors may fix a stock record date, not exceeding fifty (50) days prior to
the date appointed for any meeting of shareholders, for the purpose of
determining the shareholders entitled to notice of and to vote at such meeting.
In the absence of action by the Board of Directors to fix a stock record date
as herein provided, such stock record date shall be the fourteenth (14th) day
prior to the date of the meeting.
SECTION 8. VOTING BY PROXY A shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy, executed in
writing by the shareholder of a duly authorized attorney-in-fact of such
shareholder. (For purposes of this section, a proxy granted by the telegram by
a shareholder shall be deemed "executed in writing by the shareholder".) No
proxy shall be voted at any meeting of shareholders unless the same shall be
filed with the Secretary of the meeting at the commencement thereof. The
general proxy of a fiduciary shall be given the same effect as the general
proxy of any other shareholder. No proxies shall be valid after eleven (11)
months from the date or execution unless a longer term is expressly provided
therein.
No share shall be voted at any meeting:
(a) on which an installment is due and unpaid; or
(b) which shall have been transferred on the books of
the corporation within ten (10) days next preceding
the date of the meeting; or
(c) which belongs to the corporation.ATTORNEY
55
56
SECTION 9. VOTING LISTS The Secretary shall make, at least five
(5) days beforePOWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each meetingperson whose signature appears
below constitutes and appoints Gary W. Miller and James Kirschner, or either of
shareholders, a complete listthem, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities noted below to sign the shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of each and the number of shares held by each, which list,Baldwin & Lyons, Inc. Annual
Report on Form 10-K for the period of five (5) days priorfiscal year ended December 31, 1999, and any and all
amendments thereto, required to such meeting, shall be kept on file at the
principal office of the corporation and shall be subjectfiled pursuant to inspection by any
shareholder at any time during usual business hours. Such a list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of the meeting.
SECTION 10. QUORUM The persons owning a majority of the stock of
this corporation shall constitute a quorum at any meeting of shareholders, and
be capable of transacting any business thereof, except when otherwise
especially provided by law or by the Articles of Incorporation of this
corporation; but if, at any meeting of the shareholders, there be less than a
quorum present, a majority in interest of the shareholders present in person or
by proxy may adjourn from time to time without notice other than by
announcement at the meeting until the holders of the amount of stock requisite
to constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 11. CONDUCT OF MEETINGS Shareholder's meetings, including
the order of business, shall be conducted in accordance with Roberts' Rules of
Order, Revised, except insofar as the Articles of Incorporation, this Code of
By-Laws, or any rule adopted by the Board of Directors of shareholders may
otherwise provide. The shareholders may, by unanimous consent, waive the
requirement of this section; but such waiver shall not preclude any shareholder
from invoking the requirements of
this section at any subsequent meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. DUTIES AND QUALIFICATIONS The business and affairsSections 12(g), 13, or 15(d) of the corporation shallSecurities and Exchange Act of 1934, as
amended, granting unto each of said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be manageddone in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his substitute, may lawfully do or cause
to be done by a Board of Directors, none of whom need be
shareholders of the corporation.
SECTION 2. NUMBERvirtue hereof.
SIGNATURE AND TERMS OF OFFICE There shall be thirteen (13)
(as amended 5-5-98) Directors of the corporation, who shall be elected at each
annual meeting of the shareholders, to serve for a term of one (1) year and
until their successors shall be chosen and qualified, or until removal,
resignation or death. If the annual meeting of the shareholders is not held at
the time designated in these By-Laws, such failure shall not cause any defect
in the existence of the corporation, and the Directors then in office shall
hold over until their successors shall be chosen and qualified.
SECTION 3. VACANCIES Any vacancy in the Board of Directors caused
by death, resignation, incapacity or increase in the number of Directors may be
filled by a majority vote of all the remaining membersTITLE DATED:
/s/ Gary W. Miller February 1, 2000
- ----------------------------------- --------------------
Gary W. Miller, Chairman
of the Board
of
Directors. Shareholders shall be notified of any increase in the number of
Directors(Principal Executive Officer)
/s/ G. Patrick Corydon February 1, 2000
- ----------------------------------- --------------------
G. Patrick Corydon, Vice
President (Finance) and the name, address, principal occupationTreasurer
(Principal Financial and other pertinent
information about any Directors elected by the Board to fill any vacancy in the
next mailing sent to the shareholders following any such increase or election.
Vacancies on the Board of Directors occasioned by removal of aAccounting
Officer)
/s/ Joseph DeVito February 1, 2000
- ----------------------------------- --------------------
Joseph DeVito, Director shall
be filled by a vote of the shareholders entitled to vote thereon at an annual
or special meeting thereof. Anyand
Vice President
/s/ James W. Good February 1, 2000
- ----------------------------------- --------------------
James Good, Director so elected by the Board of Directors
or by the shareholders shall hold office until the next annual or special
meeting of shareholders and
until his successor shall be elected and qualified.Vice President
/s/ Stuart D. Bilton February 1, 2000
- ----------------------------------- --------------------
Stuart D. Bilton, Director
/s/ Otto N. Frenzel, III February 1, 2000
- ----------------------------------- --------------------
Otto N. Frenzel, III, Director
/s/ John M. O'Mara February 1, 2000
- ----------------------------------- --------------------
John M. O'Mara, Director
/s/ Thomas H. Patrick February 1, 2000
- ----------------------------------- --------------------
Thomas H. Patrick, Director
/s/ Nathan Shapiro February 1, 2000
- ----------------------------------- --------------------
Nathan Shapiro, Director
56
57
SECTION 4. ANNUAL MEETING Unless otherwise agreed upon, the Board
of Directors shall meet each year, immediately following the annual meeting of
the shareholders, at the place where such meeting of shareholders was held, for
the purpose of election of officers of the corporation and consideration of any
other business which may be brought before the meeting. No notice shall be
necessary for the holding of this annual meeting.
SECTION 5. OTHER MEETINGS Other meetings of the Board of Directors
maybe held regularly pursuant to a resolution of the Board to such effect or
may be held upon the call of the President or of any two (2) members of the
Board and upon twenty-four (24) hours notice specifying the time, place and
general purposes of the meeting, given to eachPOWERS OF ATTORNEY (CONTINUED)
/s/ Norton Shapiro February 1, 2000
- ----------------------------------- --------------------
Norton Shapiro, Director
either personally or
by mail, telegram or telephone. No notice shall be necessary for any regular
meeting and notice of any other meeting may be waived in writing or by
telegram. Attendance at any such meeting shall constitute waiver of notice of
such meeting. Pursuant to Indiana law, the Board of Directors are authorized
to conduct meetings by telephone or teleconference (added 5-4-82).
SECTION 6. QUORUM One-third (1/3rd) of the whole Board of
Directors (but in no case less than two (2) Directors) shall be necessary to
constitute a quorum for the transaction of any business, except the filing of
vacancies and the act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless
the act of a greater number is required by law, the Articles of Incorporation,
or this Code of By-Laws.
SECTION 7. ACTION BY CONSENT Any action which may be taken at any
meeting of the Board, may be taken without a meeting, if prior to such action a
written consent to such action is signed by all members of the Board and such
consent is filed with the minutes of proceedings of the Board.
SECTION 8. COMMITTEES OF THE BOARD OF DIRECTORS The Board of
Directors may, by resolution adopted by a majority of the actual number of
Directors elected and qualified, from time to time designate from among its
members an executive committee or such other committees as it may specify. Any
such committee shall have and exercise all the authority of the Board of
Directors, to the extent provided in such resolution and by law.
ARTICLE IV
OFFICES
SECTION 1. OFFICES AND QUALIFICATION THEREFOR The officers of the
corporation shall consist of a Chairman of the Board of Directors, a President,
an Executive Vice President, one (1) or more Vice Presidents, a Secretary, a
Treasurer and such assistant officers as the Board of Directors shall
designate. The President shall be chosen from among the Directors. Any two
(2) or more offices may be held by the same person, except the duties of the
President and the Secretary shall not be performed by the same person.
SECTION 2. TERMS OF OFFICE Each Officer of the corporation shall
be elected annually by the Board of Directors at its annual meeting and shall
hold office for a term of one (1) year and until his successor shall be duly
elected and qualified./s/ L. Leslie Waters, Ph.D. February 1, 2000
- ----------------------------------- --------------------
L. Leslie Waters, Ph.D., Director
/s/ John D. Weil February 1, 2000
- ----------------------------------- --------------------
John D. Weil, Director
/s/ Robert Shapiro February 1, 2000
- ----------------------------------- --------------------
Robert Shapiro, Director
/s/ John Pigott February 1, 2000
- ----------------------------------- --------------------
John Pigott, Director
57
58
SECTION 3. VACANCIES Whenever any vacancies shall occur in any of
the offices of the corporation for any reason, the same may be filled by the
Board of Directors at a special or annual meeting thereof, and any officer so
elected shall hold office until the next annual meeting of the Board of
Directors and until his successor shall be duly elected and qualified.
SECTION 4. REMOVAL Any officer of the corporation may be removed,
with or without cause, by the Board of Directors whenever a majority of such
Board shall vote in favor of such removal.
SECTION 5. COMPENSATION Each officer of the corporation shall
receive such compensation for his service in such office as may be fixed by
action of the Board of Directors, duly recorded.
ARTICLE V
POWERS AND DUTIES OF OFFICERS
SECTION 1. CHAIRMAN OF THE BOARD Subject to the general control of
the Board of Directors, the Chairman shall manage and supervise all the affairs
and personnel of the corporation and shall discharge all the usual functions of
the Chief Executive Officer of a corporation. The Chairman shall preside at
all meetings of the Board and shareholders, and shall have such other powers
and duties as this Code of By-Laws or the Board of Directors may prescribe.
SECTION 2. PRESIDENT The President shall be the chief operating
officer of the corporation. He shall also have all the powers of and perform
the duties incumbent upon the Chairman during his absence or disability. He
shall have such other powers and duties as this Code of By-Laws or the Board of
Directors may prescribe. Shares of other corporations owned by this
corporation may be voted by the President or by such proxies as the President
shall designate. The President shall have authority to execute, with the
Secretary, powers of attorney appointing other corporations, partnerships or
individuals, the agents of the corporation subject to law, the Articles of
Incorporation and this Code of By-Laws.
SECTION 3. EXECUTIVE VICE PRESIDENT The Executive Vice President
shall assist the President in supervising the operations of the corporation
and, subject to the direction of the President, shall manage and supervise the
agency, sales and underwriting operations of the corporation.
SECTION 4. VICE PRESIDENTS The Vice Presidents shall, in the order
designated by the Board of Directors, have all the powers of and perform all
the duties incumbent upon the President during his absence or disability and
shall have such other powers and duties as this Code of By-Laws or the Board of
Directors may prescribe.
SECTION 5. SECRETARY The Secretary shall attend all meetings of
the shareholders and of the Board of Directors, and keep, or cause to be kept,
in a book provided for the purpose, a true and complete record of the
proceedings of such meeting, and he shall perform a like duty, when required,
for all standing committees appointed by the Board of Directors. He shall
attest the execution of all deeds, leases, agreements and other official
documents and shall affix the corporate seal thereto. He shall attend to the
giving and serving of all notices of the corporation required by this Code of
By-Laws, shall have custody of the books (except books of account), records and
corporate seal of the corporation, and in general shall perform all duties
pertaining to the office of Secretary and such other duties as this Code of By-
Laws or the Board of Directors may prescribe.
58
59
SECTION 6. TREASURER The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the corporation. He shall have charge and custody of, and be responsible for,
all funds, notes, securities and other valuables which may from time to time
come into the possession of the corporation. He shall deposit, or cause to be
deposited, all funds of the corporation with such depositories as the Board of
Directors shall designate. He shall furnish at meetings of the Board of
Directors, or whenever required, a statement of the financial condition of the
corporation, and in general shall perform all duties pertaining to the office
of Treasurer and such other duties as this Code of By-Laws or the Board of
Directors may prescribe.
SECTION 7. ASSISTANT OFFICERS Such assistant officers as the Board
of Directors shall from time to time designate and elect shall have such powers
and duties as the officers whom they are elected to assist shall specify and
delegate to them and such other powers and duties as this Code of By-Laws or
the Board of Directors may prescribe. An Assistant Secretary may, in the
absence or disability of the Secretary, attest the execution of all documents
by the corporation and affix the corporate seal thereto.
SECTION 8. DELEGATION OF DUTIES In case of the absence of
inability to act of any officer of the corporation, the Board of Directors may
delegate for the time being the duties of such officer to any other officer or
to any director.
SECTION 9. LOANS TO OFFICERS No loan of money or property or
advancement on account of services to be performed in the future shall be made
to any officer or director of the Corporation, except as may otherwise be
provided by statute (as amended 1-26-83).
ARTICLE VI
MISCELLANEOUS
SECTION 1. CORPORATE SEAL The seal of the corporation shall be
circular in form with the name of the corporation around the top of its
periphery, the word "Indiana" around the bottom of its periphery, and the word
"Seal" through the center.
SECTION 2. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS Unless
otherwise ordered by the Board of Directors, all written contracts and other
documents entered into by the corporation shall be executed on behalf of the
corporation by the President or a Vice President. If the corporate seal is
required to be affixed thereto, it shall be affixed and attested by the
Secretary or an Assistant Secretary.
SECTION 3. FISCAL YEAR The fiscal year of the corporation
commences on the first (1st) day of January and ends on the thirty-first (31st)
day of December of each year.
ARTICLE VII
AMENDMENTS
SECTION 1. AMENDMENTS OF BY-LAWS Subject to law and the Articles of
Incorporation, the power to make, alter, amend or repeal all or any part of
this Code of By-Laws is vested in the Board of Directors. The affirmative vote
of a majority of all the Directors shall be necessary to affect any such
changes in this Code of By-Laws.
59