1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FormFORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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For Quarter Ended Commission file number
JuneSeptember 30, 2002 0-5534
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0160330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1099 North Meridian Street, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-9800
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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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No___[No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of August 5,November 8, 2002:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,133,362
Class B (nonvoting) 9,512,2899,506,289
Index to Exhibits located on page 13.17.
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PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
JuneSEPTEMBER 30 December 31
2002 2001
----------------------- -----------
ASSETS
Investments:
Fixed maturities $ 269,617266,119 $ 246,632
Equity securities 114,903101,988 136,399
Short-term and other 14,64511,206 27,584
---------- ----------
399,165379,313 410,615
Cash and cash equivalents 41,00442,195 31,840
Accounts receivable 30,17732,409 25,151
Reinsurance recoverable 120,974121,397 111,585
Notes receivable from employees 7,4397,473 2,257
Current federal income taxes - 2,590
Other assets 18,67517,080 17,071
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$ 617,434599,867 $ 601,109
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 255,179249,676 $ 247,143
Reserves for unearned premiums 29,63229,398 23,914
Accounts payable and accrued expenses 38,24733,697 31,783
Note payable to bank 10,000 -
Deferred federal income taxes 4,4381,743 9,909
Current federal income taxes 1,093399 -
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338,589324,913 312,749
Shareholders' equity:
Common stock-no par value 621 644
Additional paid-in capital 35,20035,214 36,272
Unrealized net gains on investments 23,32218,049 32,377
Retained earnings 219,702221,070 219,067
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278,845274,954 288,360
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$ 617,434599,867 $ 601,109
========== ==========
Number of common and common
equivalent shares outstanding 11,72011,716 12,153
Book value per outstanding share $23.79$23.47 $23.73
See notes to condensed consolidated financial statements.
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BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended SixNine Months Ended
JuneSeptember 30 JuneSeptember 30
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2002 2001 2002 2001
------------ ------------ ------------ ------------
REVENUES
Net premiums earned $ 25,86527,040 $ 21,53120,657 $ 47,52974,569 $ 40,56861,225
Net investment income 3,793 4,413 7,676 8,9793,524 4,144 11,200 13,123
Realized net gains (losses) on investments (735) (1,557) 100 4,981(4,972) 2,728 (4,872) 7,709
Commissions and other income 1,284 1,059 2,513 1,9861,288 1,076 3,801 3,062
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30,207 25,446 57,818 56,51426,880 28,605 84,698 85,119
EXPENSES
Losses and loss expenses incurred 17,137 16,181 30,901 30,54117,388 35,435 48,289 65,976
Other operating expenses 5,630 5,727 11,448 12,0245,461 4,825 16,909 16,849
---------- ---------- ---------- ----------
22,767 21,908 42,349 42,56522,849 40,260 65,198 82,825
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE FEDERAL INCOME TAXES 7,440 3,538 15,469 13,9494,031 (11,655) 19,500 2,294
Federal income taxes 2,518 894 5,088 4,129(credits) 1,200 (4,482) 6,288 (353)
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 4,9222,831 ($ 7,173) $ 2,64413,212 $ 10,381 $ 9,8202,647
========== ========== ========== ==========
Diluted per share data:DILUTED PER SHARE DATA:
Income (loss) before realized net gains $ .46$
..30$ .87$
..54.52($
..73)$ 1.39($
..19)
Realized net gains (losses) on investments (.04)
(.08).01
..26(.28)
..14 (.27)
..41
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ .42$
..22$ .88$ .80.24($
..59)$ 1.12$ .22
========== ========== ========== ==========
Dividends $ .10$
..10$ .20$
..20.30$
..30
========== ========== ========== ==========
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 11,646 12,147 11,736 12,16111,642 12,088 11,704 12,136
Dilutive effect of options outstanding 80 81 80 8182 82 82 83
---------- ---------- ---------- ----------
Average shares outstanding - diluted 11,726 12,228 11,816 12,24211,724 12,170 11,786 12,219
========== ========== ========== ==========
See notes to condensed consolidated financial statements.
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BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
SixNine Months Ended
JuneSeptember 30
2002 2001
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Net cash provided by (used in) operating activities $ 17,809 ($ 904)16,837 $ 10,574
Investing activities:
Purchases of long-term investments (86,715) (97,243)(123,809) (123,592)
Proceeds from sales or maturities
of long-term investments 70,053 88,430108,011 123,262
Net sales of short-term investments 15,012 10,74617,994 3,810
Increase in notes receivable from employees (5,036)(4,976) -
Other investing activities (799) 7,991(1,254) 7,417
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Net cash provided by (used in) investing activities (7,485) 9,924(4,034) 10,898
Financing activities:
Dividends paid to shareholders (2,308) (2,432)(3,472) (3,642)
Cost of treasury stock purchased (8,854) (1,335)(8,978) (2,008)
Drawing on line of credit 10,000 -
Repayment on line of credit - (5,411)
Proceeds from sales of common stock 2 23
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Net cash used in financing activities (1,160) (9,176)(2,448) (11,058)
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Increase (decrease) in cash and cash equivalents 9,164 (156)10,355 10,413
Cash and cash equivalents at beginning of period 31,840 32,814
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Cash and cash equivalents at end of period $ 41,00442,195 $ 32,65843,227
========== ==========
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION: The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions to Form 10Q
and do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for fair presentation have been included. Operating
results for the interim periods are not necessarily indicative of the results
that may be expected for the year ended December 31, 2002. Interim financial
statements should be read in conjunction with the Company's annual audited
financial statements.
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NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) FORWARD-LOOKING STATEMENTS: Forward-looking statements in this report are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking
statements involve inherent risks and uncertainties. Readers are encouraged to
review the Company's annual report for its full statement regarding forward-
looking information.
(3) REINSURANCE: The following table summarizes the Company's transactions
with reinsurers for the 2002 and 2001 comparative periods.
2002 2001
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Quarter ended JuneSeptember 30:
Premiums ceded to reinsurers $15,795 $ 8,84716,853 $ 9,932
Losses and loss expenses
ceded to reinsurers 4,413 8,9978,557 8,538
Commissions from reinsurers 4,344 3,177
Six4,551 3,475
Nine months ended JuneSeptember 30:
Premiums ceded to reinsurers 27,465 16,53144,318 26,463
Losses and loss expenses
ceded to reinsurers 19,333 31,42927,890 39,967
Commissions from reinsurers 7,791 5,93912,342 9,414
(4) COMPREHENSIVE INCOME OR LOSS: The Company refers to comprehensive income
or loss as realized and unrealized income or loss which is composed of net
income or loss and changes in unrealized gains or losses on investments for the
periods presented. The total realized and unrealized loss for the quarter ended
JuneSeptember 30, 2002 was $3,564$2,638 and compares to a total realized and unrealized
loss of $17,717 for the quarter ended September 30, 2001. For the nine months
ended September 30, 2002, the total realized and unrealized loss was $1,059 and
compares to a total realized and unrealized income of $8,700$12,281 for the quarternine
months ended JuneSeptember 30, 2001. For the six
months ended June 30, 2002, total realized and unrealized income was $1,579 and
compares to total realized and unrealized income of $5,436The operating results for the six months
ended June 30, 2001.2001 periods
were heavily impacted by the World Trade Center disaster.
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NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(5) REPORTABLE SEGMENTS - PROFIT ORAND LOSS: The following table provides
certain profit and loss information for each reportable segment. All amounts
presented are computed based upon generally accepted accounting principles. In
addition, underwriting gain or loss for the fleet trucking segment is computed
after elimination of inter-company commissions and, accordingly, consolidated
underwriting gain or loss presented here will not agree with statutory
underwriting gains or losses which may be quoted elsewhere in the Company's
financial statements.
PRIVATE SMALL VOLUNTARY
FLEET PASSENGER FLEETSMALL REINSURANCE
TRUCKING AUTOMOBILE TRUCKINGFLEET ASSUMED ALL OTHER TOTALS
------------ ------------ ------------ ------------ ------------ ------------
QUARTER ENDED JUNESEPTEMBER 30:
2002:
Direct and assumed premium written $ 27,14228,899 $ 8,7337,434 $ 3,1102,884 $ 2,1712,504 $ 1,3281,943 $ 42,48443,664
Net premium earned and fee income 13,306 8,494 2,176 2,151 887 27,014
Segment profit14,055 8,570 2,076 2,327 1,104 28,132
Underwriting gain (loss) (a) 5,0866,495 623 410 388 202 6,709405 329 (335) 7,517
2001:
Direct and assumed premium written 15,513 7,292 3,958 2,375 958 30,09617,674 6,259 2,991 1,311 1,190 29,425
Net premium earned and fee income 8,037 8,847 2,381 2,445 816 22,526
Segment profit8,980 8,408 2,533 959 791 21,671
Underwriting gain (loss) (a) 3,068 (130) (106) (56) (12) 2,764
SIX3,150 527 (188) (20,210) (81) (16,802)
NINE MONTHS ENDED JUNESEPTEMBER 30:
2002:
Direct and assumed premium written $ 48,64677,545 $ 19,60227,036 $ 5,7458,629 $ 3,9466,450 $ 2,7704,713 $ 80,709124,373
Net premium earned and fee income 23,903 16,409 4,390 3,357 1,721 49,780
Segment profit37,958 24,979 6,466 5,684 2,826 77,913
Underwriting gain (loss) (a) 9,448 1,310 707 640 30 12,13515,943 1,933 1,112 969 (305) 19,652
2001:
Direct and assumed premium written 30,103 18,370 6,825 3,393 2,215 60,90647,777 24,629 9,816 4,704 3,405 90,331
Net premium earned and fee income 15,434 17,733 4,428 3,418 1,423 42,436
Segment profit24,414 26,141 6,961 4,377 2,214 64,107
Underwriting gain (loss) (a) 4,736 (556) (138) 570 (263) 4,349
7,886 (29) (326) (19,640) (345) (12,454)
(a) Segment profit or loss includes the direct marketing agency operations
conducted by Baldwin & Lyons, Inc. after intercompany eliminations.
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NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) REPORTABLE SEGMENTS - RECONCILIATION TO CONSOLIDATED REVENUE AND
CONSOLIDATED PROFIT OR LOSS: The following tables are reconciliations of
reportable segment revenues and profitsprofit or loss to the Company's consolidated
revenue and income from continuing operations before federal income taxes,
respectively.
Three Months Ended SixNine Months Ended
JuneSeptember 30 JuneSeptember 30
-------------------------- ----------------------------------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- ----------------------- ------------ ------------ ------------
REVENUE:
Net premium earned and fee income $ 27,01428,132 $ 22,52621,671 $ 49,78077,913 $ 42,43664,107
Net investment income 3,793 4,413 7,676 8,9793,524 4,144 11,200 13,123
Realized net gains (losses) on investments (735) (1,557) 100 4,981(4,972) 2,728 (4,872) 7,709
Other 135 64 262 118income 196 62 457 180
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Total consolidated revenue $ 30,20726,880 $ 25,44628,605 $ 57,81884,698 $ 56,51485,119
========== ========== ========== ==========
PROFIT:
Segment profitUnderwriting gain $ 6,7097,517 $ 2,764(16,802) $ 12,13519,652 $ 4,349(12,454)
Net investment income 3,793 4,413 7,676 8,9793,524 4,144 11,200 13,123
Realized net gains (losses) on investments (735) (1,557) 100 4,981(4,972) 2,728 (4,872) 7,709
Corporate expenses (2,327) (2,082) (4,442) (4,360)(2,038) (1,725) (6,480) (6,084)
---------- ---------- ---------- ----------
Income (loss) before federal income taxes $ 7,4404,031 $ 3,538(11,655) $ 15,46919,500 $ 13,9492,294
========== ========== ========== ==========
(7) LOANS TO EMPLOYEES: Beginning in 2000, theThe Company has provided loans to certain key employees
for the sole purpose of purchasing the Company's Class B common stock in the
open market. $7,439$7,473 of such full-recourse loans were issued and outstanding at
JuneSeptember 30, 2002 and carry interest rates of between 4.75% and 6%, payable
annually on the loan anniversary date. The underlying securities serve as
collateral for these loans, which must be repaid no later than 10 years from the
date of issue. No additional loans will be made under this program.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company generally experiences positive cash flow from operations 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
property/casualty insurance subsidiaries, other than loss and loss expense
payments and commissions paid to related agency companies, generally average
between 25% and 35% of premiums earned and the remaining amount is available for
investment for varying periods of time pending the settlement of claims relating
to the insurance coverage provided. The Company's cash flows relating to
premiums isare significantly affected by reinsurance programs in effect from time-
to-time whereby the Company cedes both premium and risk to other insurance and
reinsurance companies. These programs vary significantly among products but, in
general,and
overall premium ceded rates, net of ceding commission allowances, have not changed significantlyincreased
slightly over the past two years as premium volume in the Company's large fleet
trucking division have increased relative to other products. The average ceding
rate on large fleet trucking liability business had decreased since 1999.2000 as
Protective has retained more risk but still is substantially higher than the
ceding rate on other products. For the sixnine months ended JuneSeptember 30, 2002,
the Company experienced positive cash flow from operations totaling $17.8$16.8
million a significant improvement from the $.9 million in negativeand compares to positive cash flow generated duringof $11.5 million for the first half ofnine months
ended September 30, 2001. The primary differenceincrease in cash flows forcompared to the periods presented2001
period is attributabledue primarily to an unusually large amount of
trucking insurance claim settlements during the first six months of 2001 and
from federal tax refunds received during the first quarter of 2002. An increase in net premium receipts due to rate
increases and new business also contributed
tobusiness. Cash flow for the increasethird quarter was impacted by
large annual deposits paid in cash flows.connection with the renewal of the Company's fleet
trucking reinsurance program and by the settlement of large claims which were
heavily covered by reinsurance. Approximately $9 million of reinsurance
recoveries were made on third quarter claim payments in October, 2002.
For several years, the Company's investment philosophy has emphasized the
purchase of relatively short-term instruments with maximum quality and
liquidity. The average life of the Company's fixed income (bond and short-term
investment) portfolio was just over 2approximately 2.5 years at JuneSeptember 30, 2002.
The Company's assets at JuneSeptember 30, 2002 included $41.0$42.2 million in investments
classified as short-term or cash equivalents thatwhich were readily convertible to
cash without significant market penalty. An additional $42.9$62.6 million of fixed
maturity investments will mature within the twelve-monthtwelve month period following
JuneSeptember 30, 2002. The Company believes that these liquid investments are
more than sufficient to provide for projected claim payments and operating cost
demands.
Consolidated shareholders' equity is composed essentially of GAAP shareholder's
equity of the insurance subsidiaries. As such, there are statutory restrictions
on the transfer of portions of this equity to the parent holding company. At
JuneSeptember 30, 2002, $40.1$39.2 million may be transferred by dividend or loan to the
parent company without approval by, or notification to, regulatory authorities.
An additional $186.6$180.3 million of shareholder's equity of the insurance
subsidiaries may be advanced or loaned to the Companyparent holding company with prior
notification to, and approval from, regulatory authorities. The Company
believes that these restrictions pose no material liquidity concerns to the
Company. The financial strength and stability of the subsidiaries would permit
ready access by the parent company to short-term and long-term 8
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sources of credit. The Company has borrowed $10 million under bank lines of
credit in connection with recent purchases of treasury stock. Interest expense
related to these borrowings is included in corporate expenses and is not
material. In addition, the parent company had cash and marketable securities
valued at $29.0$31.5 million at JuneSeptember 30, 2002. 8
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RESULTS OF OPERATIONS
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COMPARISONS OF SECONDTHIRD QUARTER, 2002 TO SECONDTHIRD QUARTER, 2001
--------------------------------------------------------------------------------------------------------------------
Net premiums earned during the secondthird quarter of 2002 increased $4.3$6.4 million
(20%(31%) as compared to the same period of 2001. The increase is due primarily to
a 64%59% increase in premiums from the Company's large fleet trucking program as a
tightening market has allowed for rate increases as well as the addition of new
accounts since the first halfnine months of 2001. In addition, premiums from the
Company's voluntary reinsurance assumed program increased 143% as improved
pricing in the catastrophe reinsurance market has resulted in the Company
entering several new treaties in 2002. Also, premiums from the Company's small
business workers' compensation programand private passenger automobile programs
increased 16%19% and 2%, respectively, due to rate increases and continued
geographic expansion. Net premiums from the Company's small fleet trucking
and private passenger automobile programsprogram decreased 9% and 5%,
respectively, resulting18% reflecting the intense competition in this market segment.
The decline in premium from rate increases and a re-underwriting effortthis division reflects the Company's philosophy that
has allowed both divisionsallows business to operate at a more profitable level.be lost rather than lowering prices to meet unrealistic
competition.
Net investment income during the secondthird quarter of 2002 was 14%15% lower than the
secondthird quarter of 2001 due primarily to the continued decline in investment
yields. The short-term nature of the Company's fixed income investment
portfolio has been negatively impacted by the numerous interest rate reductions
by the Federal Reserve Board since January 1, 2001. Pre-tax yields dropped
more
thannearly a full percentage point from the prior year quarter. After tax yields
posted a similar decline.
The secondthird quarter 2002 net realized loss on investments of $.7$5.0 million consisted nearly entirely of net losses
on equity securities.securities and fixed maturity investments of $4.1 million and $1.0
million, respectively. Those losses were offset partially by net gains of $.1
from other investment categories.
Losses and loss expenses incurred during the secondthird quarter of 2002 were $1.0decreased
$18.0 million higher thanfrom that experienced during the secondthird quarter of 2001. This increase is due primarily
toThe 2001
quarter included $20.0 million in losses sustained from the Company's
participation in certain catastrophe reinsurance treaties affected by the
attacks on the World Trade Center. Adjusted for the World Trade Center loss,
the higher current period losses are reflective of the increased premium volume
in the Company's large fleet trucking business. This increase was partially offset
by significantly improved loss experience in the remainder of the Company's
product divisions. Loss ratios for each of the
Company's major product lines were as follows:
2002 2001
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FleetLarge and medium fleet trucking 71.2% 73.6%
Reinsurance assumed 67.5 91.564.4% 78.8%
Private passenger automobile 65.5 72.463.8 66.4
Voluntary reinsurance assumed 70.8 2,184.4
Small fleet trucking 48.7 77.044.3 78.8
All lines 66.3 75.264.3 171.5
All lines without WTC 64.3 74.7
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The decrease in loss ratios, with the exception of voluntary reinsurance
assumed, is due primarily to increased premium adequacy reflective of recent
across-the-board rate increases.
Other operating expenses for the secondthird quarter of 2002 decreased 1.7%increased 13% from the
secondthird quarter of 2001, comparedand, after consideration of ceding allowances, is
consistent with the 20% net31% increase in
premiums earned premium increase noted
above.from the 2001 quarter. The Company cedes a large portion of its
direct premiums to reinsurers and these reinsurance premiums carry significant
expense offsets. Total ceding allowances totaled $4.3$4.6 million for the 2002
quarter compared to $3.2$3.5 million for the 2001 quarter. The ratio of
consolidated other operating expenses to totaloperating revenue (adjusted for realized gains) was 18.2%17.1% during the
secondthird quarter of 2002 compared to 21.2%18.7% for the 2001 secondthird quarter. 9
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The effective federal tax rate for consolidated operations for the secondthird quarter
of 2002 was 33.8%29.8% and is less thandiffers from the statutory rate primarily because of tax
exempt investment income.
As a result of the factors mentioned above, and principally the improved
underwriting results of the Company's insurance subsidiaries, net income increased $2.3$10.0 million (86.2%)
during the second quarter of 2002 as compared with the 2001 second quarter.
After adjusting net income for the third quarter of 2001 for the World Trade
Center disaster, and removing realized capital transactions, net income
increased approximately $2.8 million in the 2002 quarter.
COMPARISONS OF SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2002 TO
------------------------------------------------
SIX------------------------------------------------------
NINE MONTHS ENDED JUNESEPTEMBER 30, 2001
------------------------------------------------------------------
Net premiums earned increased $7.0$13.3 million (17%(22%) during the first sixnine months
of 2002 as compared to the same period of 2001. The increased premium volume is
primarily attributable to a 53%57% increase in the Company's fleet trucking product
for the same reasons mentioned above in the quarterly comparison. This increase
wasPremiums from the
voluntary reinsurance assumed and small business workers' compensation programs
also increased 30% and 24%, respectively. These increases were partially offset
by an 8% decreasedecreases in small fleet and private passenger automobile premiums of 7% and
5%, respectively, resulting from that division's re-underwriting efforts.substantial rate increases implemented by these
divisions in 2001 and 2002.
Net investment income during the first halfnine months of 2002 was 15% lower than
the 2001 period for the same reasons as indicated in the quarterly comparison above.comparison.
Overall pre-tax and after tax yields were lower during the current period
consistent with the change in net investment income.
The net realized gainloss on investments of $.1$4.9 million for the first sixnine months
of 2002 consists of $.3 million of net gainslosses on equity securities and fixed maturity
investments of $4.2 million and was
partially offset by $.2$.7 million, in losses in other investment categories,
primarily equities. Net realized gains for the first half of 2001 were $5.0
million.respectively.
Losses and loss expenses incurred during the first sixnine months of 2002 increased
$.4decreased
$17.7 million from the first six months of 2001 as across-the-board improvementsperiod. The 2001 period included $20.0 million in
underwriting resultslosses sustained from the Company's participation in certain catastrophe
reinsurance treaties affected by the attacks on the World Trade Center.
Adjusted for eachthe World Trade Center loss, the higher current period losses are
reflective of the increased premium volume in the Company's product divisions was offset
by the increased exposure inherent with the growth in earned premium.large fleet trucking
business.
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Loss and loss expense ratios for the comparative six-monthnine-month periods were as
follows:
2002 2001
---------- ----------
Fleet trucking 69.5% 78.4%67.6% 78.5%
Private passenger automobile 64.1 71.3
Voluntary reinsurance assumed 60.5 70.6
Private passenger automobile 64.2 73.764.7 533.7
Small fleet trucking 52.7 73.850.0 75.7
All lines 65.0 75.364.8 107.8
All lines without WTC 64.8 75.1
Other operating expenses decreased $.6increased only $.1 million (4.8%(.4%) during the first sixnine
months of 2002 compared to the same period of 2001.2001 because the majority of the
Company's operating expenses do not vary proportionately with premium volume.
Total expenses, before consideration of ceding commission allowances, increased
11% while direct premium written and assumed was up 38%. Ceding commission
allowances included in net expenses were $7.8$12.3 million for the 2002 period
compared to $5.9$9.4 million in the prior year period. The ratio of other operating
expenses to totaloperating revenue (adjusted for realized gains) was 19.8%18.9% for 2002 compared to 23.3%21.8% for 2001. 10
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The effective federal tax rate for consolidated operations for the first sixnine
months of 2002 was 32.9%a 32.2% and is less thandiffers from the statutory rate primarily because
ofdue to tax exempt
investment income.
As thea result of improved underwriting results of the Company's insurance
subsidiaries, largely offset by a $4.9 million decrease in realized net gains on
investment,factors mentioned above net income increased $.6$10.6 million (5.7%)
during the second quarter ofnine months ended September 30, 2002 as compared with 2001 period.
After adjusting net income for the 2001 second quarter.period for the World Trade Center
disaster, and removing realized capital transactions, net income increased
approximately $5.7 million in the 2002 period.
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; (iii) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission; and (iv) other risks and factors which may be beyond the
control or foresight of the Company.
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ITEM 4. CONTROLS AND PROCEDURES
- -------------------------------
Baldwin & Lyons, Inc. management, including the Chief Executive Officer and
Chief Financial Officer, have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are effective in ensuring
that all material information required to be filed in this quarterly report has
been made known to them in a timely fashion. There have been no significant
changes in internal controls, or in factors that could significantly affect
internal controls, subsequent to the date the Chief Executive Officer and Chief
Financial Officer completed their evaluation.
PART II - OTHER INFORMATION
---------------------------
ITEM 6 (a) EXHIBITS
- --------------------
Number and caption from Exhibit
Table of RegulationNUMBER AND CAPTION FROM EXHIBIT
TABLE OF REGULATION S-K ItemITEM 601 Exhibit No.EXHIBIT NO.
- -------------------------------- -----------
(11) Statement regarding computation EXHIBIT 11 --
of per share earnings Computation of Per Share
Earnings
(99.1) Certification of CEO EXHIBIT 99.1
pursuant to 18 U.S.C. 1350 Certification of CEO
(99.2) Certification of CFO EXHIBIT 99.2
pursuant to 18 U.S.C. 1350 Certification of CFO
ITEM 6 (b) REPORTS ON FORM 8-K
- -------------------------------
No reports on Form 8-K have been filed by the registrant during the three months
ended JuneSeptember 30, 2002.
1112
1213
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BALDWIN & LYONS, INC.
Date August 6,November 11, 2002 By /s/ Gary W. Miller
-------------- ------------------------------------------------- -------------------------
Gary W. Miller,
Chairman of the Board and
CEOChief Executive Officer
Date August 6,November 11, 2002 By /s/ G. Patrick Corydon
-------------- ------------------------------------------------- -------------------------
G. Patrick Corydon,
Senior Vice President - Financeand
Chief Financial Officer
(Principal Financial and
Accounting Officer)
1213
1314
BALDWIN & LYONS, INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Gary W. Miller, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Baldwin & Lyons, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
14
15
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 11, 2002
/s/ Gary W. Miller
- ------------------------------
Gary W. Miller
Chairman of the Board
and Chief Executive Officer
CERTIFICATION
I, G. Patrick Corydon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Baldwin & Lyons, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
15
16
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 11, 2002
/s/ G. Patrick Corydon
- -------------------------
G. Patrick Corydon
Senior Vice President and
Chief Financial Officer
16
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BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended JuneSeptember 30, 2002
INDEX TO EXHIBITS
BEGINS ON SEQUENTIAL
PAGE NUMBER OF FORM
EXHIBIT NUMBER 10-Q
- --------------------------------- -------------------------------------------- --------------------
EXHIBIT 11 Filed herewith electronically
Computation of per share earnings
EXHIBIT 99.1 Filed herewith electronically
Certification of CEO
pursuant to 18 U.S.C. 1350
EXHIBIT 99.2 Filed herewith electronically
Certification of CFO
pursuant to 18 U.S.C. 1350
1317