1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
------------------------------------------------------
For Quarter Ended Commission file number
September 30, 2005March 31, 2006 0-5534
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0160330
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1099 NORTH MERIDIAN STREET, INDIANAPOLIS, INDIANA 46204
- ------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-9800
--------------
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 by check mark whether the registrant is a large accelerated filer, an
accelerated filer, (as
definedor a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Act).
YesExchange Act.
Large accelerated filer [ ] Accelerated filer [ X ] No[Non-accelerated filer [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of November 4, 2005:May 3, 2006:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,666,6662,650,059
Class B (nonvoting) 12,120,52112,167,075
Index to Exhibits located on page 15.
2
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
- ----------------------------
BALDWIN & LYONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
SEPTEMBER 30MARCH 31 December 31
2006 2005
2004
------------------------------------- ------------------
ASSETS
Investments:
Fixed maturities $ 273,809319,329 $ 331,281265,419
Equity securities 133,732 133,042
Other long-term 40,330 15,989135,236 130,785
Limited partnerships 49,535 44,727
Short-term 67,130 36,40655,400 51,060
------------------- ------------------
------------------
515,001 516,718559,500 491,991
Cash and cash equivalents 90,495 57,38484,014 126,551
Accounts receivable 28,417 33,48131,904 30,270
Reinsurance recoverable 213,730 236,466172,714 191,440
Notes receivable from employees 2,334 2,5142,263 2,339
Other assets 17,701 22,000
------------------20,409 17,767
------------------- ------------------
$ 867,678870,804 $ 868,563
==================860,358
=================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 442,281416,048 $ 441,821430,273
Reserves for unearned premiums 32,315 33,233
Notes payable to banks - 6,00037,799 29,688
Accounts payable and accrued expenses 38,315 48,22438,359 37,777
Current federal income taxes 2,027 6605,620 1,881
Deferred federal income taxes 12,596 12,07716,877 14,054
------------------- ------------------
------------------
527,534 542,015514,703 513,673
Shareholders' equity:
Common stock-no par value 631 628632
Additional paid-in capital 38,563 37,08339,150 38,894
Unrealized net gains on investments 47,747 44,49745,627 42,440
Retained earnings 253,203 244,340270,693 264,719
------------------- ------------------
------------------
340,144 326,548
------------------356,101 346,685
------------------- ------------------
$ 867,678870,804 $ 868,563
==================860,358
=================== ==================
See notes to condensed consolidated financial statements.
3
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended
Nine Months Ended
September 30 September 30
------------------------------March 31
-------------------------------
2006 2005 2004 2005 2004
------------- -------------
-------------- -------------
REVENUES
Net premiums earned $ 49,84843,218 $ 44,384 $139,981 $126,28446,659
Net investment income 3,734 2,958 10,589 9,138
Realized net4,559 3,308
Net gains on investments 2,962 27 8,430 8,1357,014 4,936
Other income 1,645 1,752 5,284 5,4611,864 1,836
------------- -------------
-------------- -------------
58,189 49,121 164,283 149,01856,655 56,739
EXPENSES
Losses and loss expenses incurred 46,827 36,923 106,412 91,90428,939 31,612
Other operating expenses 9,902 7,286 29,849 23,09510,787 9,648
------------- -------------
-------------- -------------
56,729 44,209 136,260 114,99939,726 41,260
------------- -------------
-------------- -------------
INCOME BEFORE FEDERAL INCOME TAXES 1,460 4,912 28,023 34,019Income before federal income taxes 16,929 15,479
Federal income taxes 308 1,452 9,052 10,7965,373 5,133
------------- ------------- -------------- -------------
NET INCOME $ 1,15211,556 $ 3,460 $ 18,971 $ 23,22310,346
============= ============= ============== =============
PER SHARE DATA:
BASIC EARNINGS $ .08.78 $ .24 $ 1.29 $ 1.59.70
============= ============= ============== =============
DILUTED EARNINGS $ .08.78 $ .23 $ 1.28 $ 1.57.70
============= ============= ============== =============
DIVIDENDS PAID TO SHAREHOLDERS $ .35 $ .15 $ .70 $ 1.05.25
============= ============= ============== =============
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 14,764 14,641 14,739 14,62314,805 14,724
Dilutive effect of options outstanding 109 144 115 17284 121
------------- ------------- -------------- -------------
Average shares outstanding - diluted 14,873 14,785 14,854 14,795
=============14,889 14,845
============= ============== =============
See notes to condensed consolidated financial statements.
4
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
NineThree Months Ended
September 30March 31
2006 2005
2004
------------- ---------------------------
Net cash provided by operating activities $ 37,62012,839 $ 47,1778,970
Investing activities:
Purchases of long-term investments (110,125) (132,928)(100,494) (34,977)
Proceeds from sales or maturities
of long-term investments 152,664 129,90154,826 51,735
Net purchases of short-term investments (30,724) (8,019)(4,340) (16,384)
Decrease in notes receivable from employees 169 1,53315 138
Other investing activities (1,470) (627)(45) (614)
------------- ---------------------------
Net cash provided by (used in)used in investing activities 10,514 (10,140)(50,038) (102)
Financing activities:
Dividends paid to shareholders (10,329) (15,354)
Repayment on notes payable (6,000)(5,185) (3,681)
Cost of Treasury Stock (401) -
Proceeds from sales of common stock 1,306 384248 1
------------- ---------------------------
Net cash used in financing activities (15,023) (14,970)(5,338) (3,680)
------------- ---------------------------
Increase (decrease) in cash and cash equivalents 33,111 22,067(42,537) 5,188
Cash and cash equivalents at beginning of period 126,551 57,384
30,078
------------- ---------------------------
Cash and cash equivalents at end of period $90,495 $52,145$84,014 $62,572
============= ===========================
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 10Q10-Q
and do not include all of the information and notesfootnotes 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, 2005.2006. Interim financial statements
should be read in conjunction with the Company's annual audited financial
statements and other disclosures included in the Company's most recent Form
10K.10-K.
5
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) NET GAINS ON INVESTMENTS: Amounts reported as net gain on investments
consist of three components: (1) net gains or losses realized upon the actual
sale of investments managed directly by the Company's investment managers, (2)
changes in "other-than-temporary impairment" write-downs, and (3) equity in
earnings or losses of investments in limited partnerships.
The Company accounts for investments in limited partnerships using the equity
method of accounting, which requires an investor in a limited partnership to
record its proportionate share of the limited partnership's net income. To the
extent that the limited partnership investees include both realized and
unrealized investment gains or losses in the determination of net income or
loss, then the Company would also recognize, through its income statement, its
proportionate share of the investee's unrealized as well as realized investment
gains or losses. The Company invests in limited partnerships that include both
realized and unrealized investment gains or losses in the determination of their
net income. Readers are cautioned that inclusion of such unrealized gains is not
consistent with the recognition of temporary valuation changes of equity and
debt securities that are directly owned and held for sale and may result in
significant fluctuations in quarterly amounts reported under this caption. In
addition, because of inherent time lags in receiving valuation reports from
certain limited partnership investees, the Company must often rely on
estimations of valuation changes for the most recent month or quarter ended on
the reporting date. To the extent that the actual valuations subsequently
reported differ from estimates utilized, the differences are included in gains
or losses from investments in the quarter reported to the Company.
Following is a summary of the components of net gains on investments for the
periods presented in the accompanying statements of income.
Three Months Ended
March 31, 2006 March 31, 2005
------------------ ------------------
Realized net gains on the disposal of securities $ 1,754 $ 2,170
Change in other-than-temporary
impairment write-downs 532 (5)
Equity in earnings of limited partnership
investments (realized and unrealized) 4,728 2,771
------------------ ------------------
$ 7,014 $ 4,936
Totals ================== ==================
6
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The net gains from limited partnerships for the first quarter of 2006 include an
estimated $3.9 million of unrealized gains as reported in the net income of the
various limited partnerships. Shareholders' equity at March 31, 2006 includes
approximately $12.1 million, net of deferred federal income taxes, of earnings
yet undistributed by limited partnerships.
(4) REINSURANCE: The following table summarizes the Company's transactions with
reinsurers for the 20052006 and 20042005 comparative periods.
2006 2005
2004
---------- ----------- ------------
Quarter ended September 30:March 31:
Premiums ceded to reinsurers $ 8,2257,606 $ 21,80313,598
Losses and loss expenses
ceded to reinsurers 19,620 23,4651,900 14,214
Commissions from reinsurers 1,482 5,665
Nine months ended September 30:
Premiums ceded to reinsurers 31,313 62,688
Losses and loss expenses
ceded to reinsurers 42,508 71,583
Commissions from reinsurers 6,568 16,601690 3,136
(4)(5) 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. Total realized and unrealized income for the quarter ended September 30, 2005March 31,
2006 was $8,056$14,735 and compares to total realized and unrealized income of $2,426$3,215
for the quarter ended September 30, 2004. For the
nine months ended September 30, 2005, total realized and unrealized income was
$22,441 and compares to total realized and unrealized income of $16,935 for the
nine months ended September 30, 2004.
6
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(5)March 31, 2005.
(6) 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,
segment profit for fleet trucking includes the direct marketing agency
operations conducted by the parent company and is computed after elimination of
inter-company commissions and, accordingly, segment profit presented here will
not agree with statutory underwriting gains for this segment which may be quoted
elsewhere in the Company's financial statements.
2006 2005
2004
------------------------------------------- -----------------------------------------
NET NET---------------------------------------------- -----------------------------------------------
DIRECT AND Direct and
ASSUMED NET PREMIUM DIRECTSEGMENT Assumed Net Premium Segment
PREMIUM EARNED AND PREMIUM
ASSUMED EARNED SEGMENT ASSUMED EARNED SEGMENT
PREMIUM ANDPROFIT Premium Earned and Profit
WRITTEN FEE PROFIT PREMIUM AND FEE PROFIT
WRITTEN INCOME (LOSS) WRITTEN INCOME (LOSS)Written Fee Income (Loss)
-------------- -------------- ----------- -------------- ------------- ------------ ----------- ------------ ------------ ----------- -----------
THREE MONTHS ENDED SEPTEMBER 30:
PROTECTIVE PRODUCTS:Three months ended March 31:
Protective products:
Fleet trucking $ 39,29634,561 $ 33,26228,119 $ 6,0134,754 $ 46,68843,247 $ 27,689 $ 7,33430,822 $6,813
Reinsurance assumed 4,498 4,367 (10,534) 1,842 2,195 (2,934)
SAGAMORE PRODUCTS:3,277 3,338 1,870 2,491 2,522 1,498
Sagamore products:
Personal division 7,651 10,602 1,607 8,441 11,208 1,54914,127 10,237 1,066 15,069 11,029 1,230
Commercial division:
Small fleet trucking 4,045 2,379 8 3,970 2,644 (33)6,731 2,843 3 3,517 2,200 122
Workers' compensation 48 404 (15) 1,790 2,055 (1,440)69 90 326 (5) 1,386 261
-------------- -------------- ----------- -------------- ------------- ------------ ----------- ------------ ------------ ----------- -----------
Total Commercial division 4,093 2,783 (7) 5,760 4,699 (1,473)6,800 2,933 329 3,512 3,586 383
All other 304 410 102 294 280 (227)171 230 (97) 278 431 (159)
-------------- -------------- ----------- -------------- ------------- ------------ ----------- ------------ ------------ ----------- -----------
Totals $ 55,84258,936 $ 51,42444,857 $ (2,819)7,922 $64,597 $ 63,02548,390 $ 46,071 $ 4,2499,765
============== ============== =========== ============== ============= ============ =========== ============ ============ =========== ===========
NINE MONTHS ENDED SEPTEMBER 30:
PROTECTIVE PRODUCTS:
Fleet trucking $117,402 $ 91,875 $ 20,621 $130,204 $ 74,606 $ 20,796
Reinsurance assumed 8,916 9,596 (7,914) 6,678 8,183 729
SAGAMORE PRODUCTS:
Personal division 31,138 32,927 3,737 32,420 34,037 4,720
Commercial division:
Small fleet trucking 11,679 6,868 258 12,173 7,727 436
Workers' compensation 140 2,625 100 7,689 6,124 (2,110)
------------ ----------- ------------ ------------ ----------- ----------
Total Commercial division 11,819 9,493 358 19,862 13,851 (1,674)
All other 1,096 1,102 (295) 912 829 (414)
------------ ----------- ------------ ------------ ----------- ----------
Totals $170,371 $144,993 $16,507 $190,076 $131,506 $ 24,157
============ =========== ============ ============ =========== ==========
7
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6)(7) REPORTABLE SEGMENTS - RECONCILIATION TO CONSOLIDATED REVENUE AND
CONSOLIDATED PROFIT OR LOSS:Reconciliation to Consolidated Revenue and
Consolidated Profit or Loss: The following tables are reconciliations of
reportable segment revenues and profit or loss to the Company's consolidated
revenue and income from continuing operations before federal income taxes,
respectively.
Three Months Ended
Nine Months Ended
September 30 September 30March 31
2006 2005
2004 2005 2004
------------- ------------- -------------- ---------------------------
REVENUE:
Net premium earned and fee income $51,424 $46,071 $144,993 $131,506$ 44,857 $ 48,390
Net investment income 3,734 2,958 10,589 9,138
Realized net4,559 3,308
Net gains on investments 2,962 27 8,430 8,1357,014 4,936
Other 69 65 271 239
------------- -------------225 105
-------------- ---------------------------
Total consolidated revenue $58,189 $49,121 $164,283 $149,018
============= =============$ 56,655 $ 56,739
============== ===========================
PROFIT:
Segment profit $ (2,819) $4,249 $16,507 $24,1577,922 $ 9,765
Net investment income 3,734 2,958 10,589 9,138
Realized net4,559 3,308
Net gains on investments 2,962 27 8,430 8,1357,014 4,936
Corporate expenses (2,417) (2,322) (7,503) (7,411)
------------- -------------(2,566) (2,530)
-------------- ---------------------------
Income before federal income taxes $1,460 $4,912 $28,023 $34,019
============= =============$ 16,929 $ 15,479
============== ===========================
(7)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.
(8) LOANS TO EMPLOYEES: In 2000, 2001 and 2002 the Company provided loans to
certain key employees for the sole purpose of purchasing the Company's Class B
common stock in the open market. $7,260 of such full-recourse loans were issued
and $2,266$2,263 remain outstanding at September 30, 2005March 31, 2006 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.
(9) NEW ACCOUNTING PRONOUNCEMENTS: The Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123R on January 1, 2006. During 2004, the
Company adopted the modified prospective transition method as described in SFAS
148 and included in SFAS 123R. Under the modified prospective transition method,
fair value accounting and recognition provisions of SFAS 123R are applied to
share-based awards granted or modified subsequent to the date of adoption and
prior periods presented are not restated. In addition, for awards granted prior
to the effective date, the unvested portion of the awards are recognized in
periods subsequent to the adoption based on the grant date fair value determined
for pro forma disclosure purposes under SFAS 123. There was no significant
impact on the Company's financial statements resulting from the adoption of SFAS
123R.
See Note J to the consolidated financial statements in the Company's most recent
annual report on Form 10-K at December 31, 2005 for more detailed information
regarding share-based compensation.
In November, 2005, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position ("FSP") FAS Nos. 115-1 and FAS 124-1, THE MEANING OF
OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS,
which provides guidance on when an
8
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
investment is considered impaired, whether that impairment is
other-than-temporary, how to measure the impairment loss and disclosures related
to impaired securities. The FSP is effective for reporting periods subsequent to
December 15, 2005. Management believes that our current analysis of impaired
investments is consistent with the provisions of this FSP and that its adoption,
effective January 1, 2006, is not expected to have a significant impact on the
Company's consolidated financial position or results of operations.
9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
-------------
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%less than 30% 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 flow relating to premiums
is 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 and
overall premium ceded rates, net of ceding commission allowances, have generally
decreased since 2001, as Protective Insurance Company has accepted more net risk
under the terms of annual reinsurance treaty renewals. For the ninethree months
ended September 30, 2005,March 31, 2006, the Company experienced positive cash flow from operations
totaling $37.6$12.8 million down fromand compares to positive cash flow of $9.0 million for
the $47.2 million generated during the first
ninethree months of 2004.ended March 31, 2005. The decreaseincrease in positive cash flow is due largely
to an
$18.6 million increasea decrease in net losses paid when compared to the first ninethree months of
2004. Additionally, collateral deposits held by the Company on its trucking
accounts decreased $4.92005. Operating expenses paid also increased $2.4 million during the first nine months of 2005 compared to
a $2.6 million increase in deposits held during the 2004 period corresponding
with a decrease in direct premium written. Although direct premium writings
decreased, changes in reinsurance agreements allowed for an increase of $5.8
million in net premiums collected when compared to the
first nine monthsquarter of 2004.2005 reflecting the continued decline in ceding commission
allowances from reinsurers under current agreements.
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 wasincreased marginally during the first quarter as fixed
income investments increased by approximately 2.2 years at September 30, 2005
representing a small decrease$55 million, including $39 million
transferred from the prior year end as significant portions of
the proceeds from maturing investments and new cash flows have been placed in
short-term investments in anticipation of further interest rate increases.short term investments.
The Company's assets at September 30, 2005March 31, 2006 included $90.5$84.0 million in investments
classified as short-termcash or cash equivalents that were readily convertible to cash
without significant market penalty. An additional $105.9$192.5 million of fixed
maturity investments will mature within the twelve-month period following September 30, 2005.March
31, 2006. The Company believes that these liquid investments are more than
sufficient to provide for projected claim payments and operating cost demands
even before consideration of current positive cash flows.
Consolidated shareholders' equity is composed largely 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
September 30, 2005, $50.3March 31, 2006, $48.2 million may be transferred by dividend or loan to the
parent company during 2006 without approval by, or prior notification to,
regulatory authorities. An additional $204.9$232.7 million of shareholder's equity of
the insurance subsidiaries maycould, theoretically, be advanced or loaned to the
parent holding company with prior notification to, and approval from, regulatory
authorities.authorities, although it is unlikely that transfers of this size would be
practical. 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 sources of credit. The parent company had cash and marketable
securities valued at $31.7 million at March 31, 2006.
The Company's annualized premium writing to surplus ratio for the first nine
monthsquarter
of 20052006 was approximately 44%46%. Regulatory guidelines generally allow for
writings of at least 200% of surplus. 9
Accordingly, the Company cancould increase
premium writings significantly with no need to raise additional capital.
Further, the Insurance Subsidiaries' individual capital levels are 10
several times higher than the minimum amounts designated by the National
Association of Insurance Commissioners.
RESULTS OF OPERATIONS
---------------------
COMPARISONS OF THIRDFIRST QUARTER, 2006 TO FIRST QUARTER, 2005
TO THIRD QUARTER, 2004
---------------------------------------------------------
Net premiumpremiums earned during the thirdfirst quarter of 2005 increased $5.52006 decreased $3.4 million (12%(7%)
as compared to the third quartersame period of 2004. A 21% increase2005. The decrease is due primarily to
decreases in premiums from the Company's fleet trucking program was partially offset by decreases inand private passenger
automobile programs of 10% and 8%, respectively, resulting from competitive
pressures. In addition, the remainderdiscontinuance of the Company's directly written products. In particular, premiums
from the Company's small business
workers' compensation program decreased 81%
due to its discontinuanceproduct late in 2004. The2004 contributed $1.2 million to the
overall decline in premiums for the current quarter. Partially offsetting this
decrease were increases in premiums from the Company's reinsurance assumed and
small fleet trucking programs of 35% and 27%, respectively, reflecting improved
pricing in both markets.
Direct premiums written and assumed decreased to $58.9 million from $64.6
million reported a year earlier. As noted in the previous paragraph, this
decrease was due primarily to decreases in fleet trucking and private passenger
automobile programs decreased 11%premiums and 6%, respectively, due primarily
to competitive pressureswas partially offset by increases in the marketplace. Premium assumed from property
catastrophe pools included approximately $1.8 million in reinstatement premium during the quarter resulting from Hurricane Katrina exposure.
Direct premiums written and assumed during the third quarter of 2005 totaled
$55.8 million, an 11% decrease from the $63.0 million reported a year earlier.
This decrease is due largely to a $7.4 million (16%) decrease in direct premiums
writtenwritings
from the Company's small fleet trucking program. This decrease is due to
competitive pressures in a softening market. In addition, direct premiums
written for the Company's discontinued small business workers' compensation
product dropped $1.7 million (97%) from the prior year period. These decreases
were partially offset by a $2.7 million increase in premiums from property
catastrophe pools, including the aforementioned reinstatement premium.and reinsurance assumed products.
Premium ceded to reinsurers averaged 17.9%13.7% of direct premium production for the
current quarter compared to 35.8%21.9% a year earlier reflecting changes in
reinsurance agreements whereby Protective Insurance Company is retaining a
larger portion of risks underwritten. This reduction in premium ceded was
instrumental in allowing for the increase in net premium earned for the quarter
despite the decline in gross production.earlier.
Net investment income, before tax, during the thirdfirst quarter of 20052006 was 26%38%
higher than the thirdfirst quarter of 20042005 due to increases in both average invested
assets and in yields on bonds and short-term investments. Pre-tax yields on
short-term investments nearly tripleddoubled from the prior year period. Overall after
tax yields posted similar increases.
The thirdfirst quarter 20052006 net realizedinvestment gain of $3.0$7.0 million consisted primarily
of equity in earnings of limited partnership investments and gains on sales of
equity securities of $4.7 million and $2.1 million, respectively. The limited
partnerships in which the Company holds ownership interests invest in a broad
range of publicly traded and privately held equity and debt securities, both
domestic and foreign, as well as real estate and other business ventures. The
earnings or losses reported by the limited partnerships may be subject to
significant volatility. Readers are cautioned that the recording of the
Company's proportionate share of the limited partnership's earnings or losses
may result in significant fluctuations in the quarterly amounts reported under
this caption. See footnote 3 to the enclosed financial statements for a more
detailed discussion regarding the accounting policies and the net gains onreported
for the Company's investments in limited partnerships, which are largely involved in the trading of securities
and, to a lesser extent, small venture capital investments, of $1.9 million and
net gains on direct equity trading of $1.1 million.
10partnerships.
Losses and loss expenses incurred during the thirdfirst quarter of 2005 increased
$9.92006 decreased
$2.7 million from that experienced during the thirdfirst quarter of 2004 due
primarily to an estimated $14.8 million2005, which is
consistent with the decrease in losses sustained from Hurricanes
Katrina and Rita. Hurricane losses in the third quarter of 2004 were
approximately $5.0 million.premium volume previously discussed. Loss ratios
for each of the Company's major product lines were as follows:
2006 2005
2004
-------- --------------- -------
Fleet trucking 75.2% 78.8%74.8% 74.3%
Private passenger automobile 56.8 58.259.6 60.5
Small fleet trucking 64.7 67.969.0 54.6
Voluntary reinsurance assumed 339.4 215.4
Small business workers' compensation 59.2 136.633.3 28.1
All lines 93.9 83.267.0 67.8
11
Other operating expenses for the thirdfirst quarter of 20052006 increased 36%$1.1 million,
or 12%, from the thirdfirst quarter of 2004.2005. This increase was entirely attributable
to the loss of ceding commission income associated with reinsurance treaty
changes effective in June, 2005. Adjusted for ceding allowances, operating
expenses decreased 12%10% from the thirdfirst quarter of 2004 and compares favorably with2005, including the increase in premiums earned for the quarter as manyimpact of the Company'sa
recovery of $.9 million of previously written off reinsurance from bankrupt
companies. Without this recovery, operating expenses do
not vary directly with premium volume. Ceding allowances as a percentagedecreased 3% before
consideration of direct expenses have declined due to changes in the Company's reinsurance
structure whereby the Company now retains a greater percentage of the risk
compared to prior periods, particularly within the Large and Medium Fleet
trucking products.ceding commissions. Ceding allowances totaled $1.5$.7 million for
the 20052006 quarter compared to $5.7$3.1 million for the 20042005 quarter. The ratio of
consolidated other operating expenses to operating revenue was 17.9%21.7% during the
thirdfirst quarter of 20052006 compared to 14.8%18.6% for the 2004 third2005 first quarter, with the
loss of ceding commission adding 9comprising 4.6 points to the current year total.
The effective federal tax rate for consolidated operations for the third quarter
of 2005 was 21.1% and is less than the statutory rate primarily because of tax
exempt investment income. The effect of tax exempt investment income was much
greater this quarter because of the lower net taxable underwriting income
resulting from the hurricane losses during the quarter.
As a result of the factors mentioned above, net income decreased $2.3 million
(67%) during the third quarter of 2005 as compared with the 2004 third quarter.
COMPARISONS OF NINE MONTHS ENDED SEPTEMBER 30, 2005 TO
------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2004
------------------------------------
Net premiums earned increased $13.7 million (11%) during the first nine months
of 2005 as compared to the same period of 2004. The increased premium volume is
primarily attributable to a 24% increase in the Company's fleet trucking
product. The Company experienced decreases in the remainder of its directly
written products, primarily from the discontinued small business workers'
compensation product which posted a 57% decline. In addition, net premiums
earned for the small fleet and private passenger automobile products decreased
11% and 4%, respectively. Premium assumed from property catastrophe pools
increased 21% due solely to the $1.8 million reinstatement premium resulting
from Hurricane Katrina exposure.
Direct premiums written and assumed during the first nine of 2005 totaled $170.4
million, a 10% decrease from the $190.1 million reported a year earlier. All
directly-written products experienced a decline in direct premium volume for
reasons cited in the comparison of the third quarters. The most significant
decreases were $12.8 million and $7.5 million in the fleet trucking program and
the discontinued small business workers' compensation product, respectively.
Premium ceded to reinsurers averaged 19.4% of direct premium production for the
current period compared to 34.4% a year earlier.
11
Net investment income during the first nine months of 2005 was 16% higher than
the 2004 period for the same reasons as indicated in the quarterly comparison
above. After tax investment income was 14% higher than 2004 levels. Overall
pre-tax and after tax yields were higher during the current period while average
invested funds increased 6% from the prior year, resulting from positive cash
flow.
The net realized gain on investments of $8.4 million for the first nine months
of 2005 consists of net gains on equity securities and limited partnership
investments of $6.2 million and $2.4 million, respectively, partially offset by
$.3 million in losses on fixed maturity investments, after consideration of
impairment changes during the period.
Losses and loss expenses incurred during the first nine months of 2005 increased
$14.5 million from the first nine months of 2004, due primarily to the higher
hurricane losses sustained in 2005 ($9.8 million). Loss and loss expense ratios
for the comparative nine-month periods were as follows:
2005 2004
-------- --------
Fleet trucking 72.0% 77.8%
Private passenger automobile 60.9 58.3
Small fleet trucking 58.1 62.2
Voluntary reinsurance assumed 173.2 68.5
Small business workers' compensation 71.2 102.7
All lines 76.0 72.8
Other operating expenses increased $6.8 million (29%) during the first nine
months of 2005 compared to the same period of 2004. Ceding commission allowances
included in net expenses were $6.6 million for the 2005 period compared to $16.6
million in the prior year period, while expenses before consideration of ceding
allowances actually decreased $3.3 million despite the 11% increase in premium
earned. The ratio of other operating expenses to total operating revenue
(adjusted for realized gains) was 19.2% for 2005 compared to 16.4% for 2004,
with the loss of ceding commissions adding over 7 points to the current year
ratio.change.
The effective federal tax rate for consolidated operations for the first nine
monthsquarter
of 20052006 was 32.3%31.7% and is less than the statutory rate primarily because of tax
exempt investment income.
As a result of the factors mentioned above, net income decreased $4.3increased $1.2 million
(18.3%(11.7%) during the first nine monthsquarter of 20052006 as compared with the 2004 period.
122005 first
quarter.
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 even a small number 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.
CRITICAL ACCOUNTING POLICIES
----------------------------
There have been no changes in the Company's critical accounting policies as
disclosed in the Form 10K10-K filed for the year ended December 31, 2004.2005.
CONCENTRATIONS OF CREDIT RISK
-----------------------------
The insurance subsidiaries cede portions of their gross premiums to numerous
reinsurers under quota share and excess of loss treaties as well as facultative
placements. These reinsurers assume commensurate portions of the risk of loss
covered by the contracts. As losses are reported and reserved, portions of the
gross losses attributable to reinsurers are established as receivable assets and
losses incurred are reduced. At September 30, 2005,March 31, 2006, amounts due from reinsurers on
paid and unpaid losses, including provisions for incurred but not reported
losses, are estimated to total approximately $214$170 million. Included in this
total are case basis and estimated IBNR losses (before consideration of incurred but not reported
losses) of approximately $13$18.5 million
due from Converium Insurance (North America) Inc., approximately $4$5.7 million due from Quanta
Re., $4.3 million due from PMA ReRe. and approximately $.6$.7 million from Trenwick Re., each of
which have reported substantial reserve strengthening and/or impairment of
assets which have negatively affected their reported financial positions. All
amounts due from these reinsurers on paid claims are current as of March 31,
2006 and the Company has no information at this time to indicate that all
obligations of these reinsurers will not be met.
12
At September 30, 2005, other long-termMarch 31, 2006, limited partnership investments includes approximately $26.8$34.8
million consisting of three limited partnerships which are managed by organizations in
which two of the Company's directors are officers, directors, general partners
or owners. CertainEach of these investments contain profit sharing agreements to the
affiliated organizations.
ITEM 4. CONTROLS AND PROCEDURES
- -------------------------------
(a) The Corporation's Chief Executive Officer and Chief Financial Officer
evaluated the disclosure controls and procedures (as defined under Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as
of the end of the period covered by this report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that the
Corporation's disclosure controls and procedures are effective.
13
(b) There were no significant changes in the Corporation's internal control over
financial reporting identified in connection with the foregoing evaluation that
occurred during the Corporation's last fiscal quarter that have affected, or are
reasonably likely to materially affect, the Corporation's internal control over
financial reporting.
13
PART II - OTHER INFORMATION
ITEM 6 (a) EXHIBITS
- --------------------
NUMBER AND CAPTION FROM EXHIBIT
TABLE OF REGULATION S-K ITEM 601 EXHIBIT NO.
- -------------------------------- -----------
(11) Statement regarding computation EXHIBIT 11 - Computation of--
of per share earnings Computation of Per Share
Earnings
(31.1) Certification of CEO EXHIBIT 31.1
pursuant to Section 302 of the Certification of CEO
Sarbanes-Oxley Act of 2002
(31.2) Certification of CFO EXHIBIT 31.2
pursuant to Section 302 of the Certification of CFO
Sarbanes-Oxley Act of 2002
(32.1) Certification of CEO EXHIBIT 32.1
pursuant to 18 U.S.C. 1350, as Certification of CEO
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(32.2) Certification of CFO EXHIBIT 32.232.1
pursuant to 18 U.S.C. 1350, as Certification of CFO
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
ITEM 6 (b) REPORTS ON FORM 8-K
- -------------------------------
A Form 8-K was filed by the registrant on July 29, 2005February 6, 2006 regarding its
earnings announcement for the secondfourth quarter ofand year ended December 31, 2005.
A Form 8-K was filed by the registrant on September 21, 2005 regarding the
Company's estimate of losses sustained as the result of Hurricane Katrina.
14
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 NOVEMBERMAY 4, 20052006 By /s/ GARY W. MILLER
------------------ ------------------------------------------- -------------------------
Gary W. Miller,
Chairman of the Board and
CEOChief Executive Officer
Date NovemberMAY 4, 20052006 By /S//s/ G. PATRICK CORYDON
------------------ ------------------------------------------- -------------------------
G. Patrick Corydon,
Senior Vice President - Financeand
Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended September 30,March 31, 2005
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 31.1 Filed herewith electronically
Certification of CEO
pursuant to Section 302 of the
Sarbanes-Oxley Act
EXHIBIT 31.2 Filed herewith electronically
Certification of CFO
pursuant to Section 302 of the
Sarbanes-Oxley Act
EXHIBIT 32.1 Filed herewith electronically
Certification of CEO
pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section
906 of the Sarbanes-Oxley Act
EXHIBIT 32.2 Filed herewith electronically
Certification of CFO
pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section
906 of the Sarbanes-Oxley Act