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
------------------------------------------------------
For Quarter Ended Commission file number
March 31,June 30, 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, INDIANANorth 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ X ] Non-accelerated filer [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of MayAugust 3, 2006:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,650,059
Class B (nonvoting) 12,167,07512,457,705
Index to Exhibits located on page 15.16.
2
Page 1 of a total of 23 pages
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
- ----------------------------
BALDWIN & LYONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
MARCH 31JUNE 30 December 31
2006 2005
------------------- ------------------
ASSETS
Investments:
Fixed maturities $ 319,329315,619 $ 265,419
Equity securities 135,236126,616 130,785
Limited partnerships 49,53546,601 44,727
Short-term 55,40055,211 51,060
------------------- ------------------
559,500544,047 491,991
Cash and cash equivalents 84,01475,847 126,551
Accounts receivable 31,90428,972 30,270
Reinsurance recoverable 172,714168,249 191,440
Notes receivable from employees 2,2632,292 2,339
Other assets 20,40921,097 17,767
------------------- ------------------
$ 870,804840,504 $ 860,358
=================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 416,048411,565 $ 430,273
Reserves for unearned premiums 37,79935,705 29,688
Accounts payable and accrued expenses 38,35939,442 37,777
Current federal income taxes 5,6201,002 1,881
Deferred federal income taxes 16,87712,452 14,054
------------------- ------------------
514,703500,166 513,673
Shareholders' equity:
Common stock-no par value 631645 632
Additional paid-in capital 39,15045,127 38,894
Unrealized net gains on investments 45,62740,824 42,440
Retained earnings 270,693253,742 264,719
------------------- ------------------
356,101340,338 346,685
------------------- ------------------
$ 870,804840,504 $ 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 March 31
-------------------------------Six Months Ended
June 30 June 30
----------------------------------- ---------------------------------
2006 2005 ------------- -------------2006 2005
---------------- --------------- -------------- --------------
REVENUES
Net premiums earned $ 43,21842,163 $ 46,65943,473 $ 85,381 $ 90,132
Net investment income 4,559 3,3084,736 3,547 9,295 6,855
Net gains (losses) on investments 7,014 4,936
Other(1,135) 3,188 5,879 8,124
Commissions and other income 1,864 1,836
------------- -------------
56,655 56,7391,848 1,803 3,712 3,639
---------------- -------------- --------------- --------------
47,612 52,011 104,267 108,750
EXPENSES
Losses and loss expenses incurred 28,939 31,61227,717 27,972 56,656 59,584
Other operating expenses 10,787 9,648
------------- -------------
39,726 41,260
------------- -------------
Income before federal income taxes 16,929 15,47912,413 10,299 23,200 19,947
---------------- --------------- -------------- --------------
40,130 38,271 79,856 79,531
---------------- -------------- --------------- --------------
INCOME BEFORE FEDERAL INCOME TAXES 7,482 13,740 24,411 29,219
Federal income taxes 5,373 5,133
------------- -------------2,055 4,541 7,428 9,674
---------------- --------------- -------------- --------------
NET INCOME $ 11,5565,427 $ 10,346
============= =============
PER SHARE DATA:9,199 $ 16,983 $ 19,545
================ =============== ============== ==============
Per share data:
BASIC EARNINGS $ .78.36 $ .70
============= =============.63 $ 1.14 $ 1.33
================ =============== ============== ==============
DILUTED EARNINGS $ .78.36 $ .70
============= =============.62 $ 1.14 $ 1.32
================ =============== ============== ==============
DIVIDENDS PAID TO SHAREHOLDERS $ 1.50 $ .10 $ 1.85 $ .35
$ .25
============= ============================= =============== ============== ==============
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 14,805 14,72414,979 14,728 14,893 14,726
Dilutive effect of options outstanding 84 121
------------- -------------43 103 61 110
---------------- --------------- -------------- --------------
Average shares outstanding - diluted 14,889 14,845
============= =============15,022 14,831 14,954 14,836
================ =============== ============== ==============
See notes to condensed consolidated financial statements.
4
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
ThreeSix Months Ended
March 31June 30
2006 2005
------------- ----------------------------- ---------------
Net cash provided by operating activities $ 12,83918,730 $ 8,97015,800
Investing activities:
Purchases of long-term investments (100,494) (34,977)(148,592) (54,142)
Proceeds from sales or maturities
of long-term investments 54,826 51,735105,010 97,880
Net purchases of short-term investments (4,340) (16,384)(4,151) (33,524)
Decrease in notes receivable from employees 15 138
Other investing activities (45) (614)
------------- --------------294 (1,207)
--------------- ---------------
Net cash used inprovided by (used in) investing activities (50,038) (102)(47,424) 9,145
Financing activities:
Dividends paid to shareholders (5,185) (3,681)(27,847) (5,153)
Repayment on notes payable - (3,000)
Cost of Treasury Stocktreasury stock (401) -
Proceeds from sales of common stock 248 1
------------- --------------6,238 214
--------------- ---------------
Net cash used in financing activities (5,338) (3,680)
------------- --------------(22,010) (7,939)
--------------- ---------------
Increase (decrease) in cash and cash equivalents (42,537) 5,188(50,704) 17,006
Cash and cash equivalents at beginning of period 126,551 57,384
------------- ----------------------------- ---------------
Cash and cash equivalents at end of period $84,014 $62,572
============= ==============$75,847 $74,390
=============== ===============
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
10-Q and do not include all of the information and footnotesnotes 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, 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 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 Three Months SIX MONTHS Six Months
ENDED Ended March 31,ENDED Ended
JUNE 30, 2006 March 31,June 30, 2005 ------------------ ------------------JUNE 30, 2006 June 30, 2005
----------------- ----------------- ----------------- -----------------
Realized net gains on the disposal of securities $ 1,7541,804 $ 2,170
Change in other-than-temporary
impairment2,532 $ 3,558 $ 4,702
Impairment:
Write-downs based upon objective criteria (763) - (763) (592)
Recovery of prior write-downs
532 (5)upon sale or disposal 136 150 668 737
Equity in earnings (losses) of limited partnership
investments (realized and unrealized) 4,728 2,771
------------------ ------------------(2,312) 506 2,416 3,277
----------------- ----------------- ----------------- -----------------
Totals $ 7,014(1,135) $ 4,936
Totals ================== ==================3,188 $ 5,879 $ 8,124
================= ================= ================= =================
6
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The net gainslosses from limited partnerships for the first quarter ofand year-to-date ending
June 30, 2006 include an estimated $3.9$4.7 million and $.6 million, respectively,
of unrealized gainslosses as reported in the net income or loss of the various
limited partnerships. Shareholders' equity at March 31,June 30, 2006 includes
approximately $12.1$9.8 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 2006 and 2005 comparative periods.
2006 2005
----------- -------------------------- -------------
Quarter ended March 31:June 30:
Premiums ceded to reinsurers $ 7,6065,402 $ 13,5989,490
Losses and loss expenses
ceded to reinsurers 1,900 14,2143,215 8,674
Commissions from reinsurers 690 3,136121 1,950
Six months ended June 30:
Premiums ceded to reinsurers 13,008 23,088
Losses and loss expenses
ceded to reinsurers 5,115 22,888
Commissions from reinsurers 811 5,086
(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 March 31,June 30, 2006 was $14,735$908 and compares to total realized and
unrealized income of $3,215$11,170 for the quarter ended March 31,June 30, 2005. For the six
months ended June 30, 2006, total realized and unrealized income was $15,643 and
compares to total realized and unrealized income of $14,385 for the six months
ended June 30, 2005.
7
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) REPORTABLE SEGMENTS - PROFIT ANDOR 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
---------------------------------------------- -------------------------------------------------------------------------------------------- --------------------------------------------
DIRECT AND Direct and
ASSUMED NET PREMIUM SEGMENT Assumed Net Premium Segment
PREMIUM EARNED AND PROFIT Premium Earned and Profit
WRITTEN FEE INCOME (LOSS) Written Fee Income (Loss)
-------------- -------------- ----------- --------------------------- ------------- ------------ ------------ ------------- -----------
Three monthsQuarter ended March 31:June 30:
Protective products:
Fleet trucking $ 34,56129,707 $ 28,11926,617 $ 4,7545,416 $ 43,24734,859 $ 30,822 $6,81327,789 $ 7,795
Reinsurance assumed 3,277 3,338 1,870 2,491 2,522 1,4982,874 3,799 983 1,927 2,706 1,121
Sagamore products:
Personal division 14,127 10,237 1,066 15,069 11,029 1,2306,322 10,041 751 8,418 11,296 899
Commercial division:
Small fleet trucking 6,731 2,843 3 3,517 2,200 1226,814 3,530 (445) 4,117 2,289 128
Workers' compensation 69 90 326 (5) 1,386 261
-------------- -------------- ----------- --------------(20) 39 (148) 97 837 (146)
------------- ------------- ------------ ------------ ------------- -----------
Total Commercial division 6,800 2,933 329 3,512 3,586 3836,794 3,569 (593) 4,214 3,126 (18)
All other 171 230 (97) 278 431 (159)
-------------- -------------- ----------- --------------(235) (132) (162) 515 262 (235)
------------- ------------- ------------ ------------ ------------- -----------
Totals $ 58,93645,462 $ 44,85743,894 $ 7,922 $64,5976,395 $ 48,39049,933 $ 9,765
============== ==============45,179 $9,562
============= ============= ============ ============ ============= ===========
==============Six months ended June 30:
Protective products:
Fleet trucking $ 64,269 $ 54,736 $ 10,169 $ 78,106 $ 58,612 $ 14,608
Reinsurance assumed 6,151 7,136 2,853 4,418 5,228 2,619
Sagamore products:
Personal division 20,449 20,278 1,817 23,487 22,325 2,129
Commercial division:
Small fleet trucking 13,545 6,373 (442) 7,634 4,489 250
Workers' compensation 49 129 178 92 2,222 115
------------- ------------- ------------ ------------ ------------- -----------
Total Commercial division 13,594 6,502 (264) 7,726 6,711 365
All other (64) 98 (255) 793 694 (394)
------------- ------------- ------------ ------------ ------------- -----------
Totals $ 104,399 $ 88,750 $ 14,320 $ 114,530 $ 93,570 $ 19,327
============= ============= ============ ============ ============= ===========
78
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(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 March 31Six Months Ended
June 30 June 30
2006 2005 -------------- --------------2006 2005
--------------- ---------------- --------------- ----------------
REVENUE:
Net premium earned and fee income $ 44,85743,894 $ 48,39045,179 $ 88,750 $ 93,570
Net investment income 4,559 3,3084,736 3,547 9,295 6,855
Net gains (losses) on investments (1,135) 3,188 5,879 8,124
Other 117 97 343 201
--------------- ---------------- --------------- ----------------
TOTAL CONSOLIDATED REVENUE $ 47,612 $ 52,011 $ 104,267 $ 108,750
=============== ================ =============== ================
PROFIT:
Segment profit $ 6,395 $ 9,562 $ 14,320 $ 19,327
Net investment income 4,736 3,547 9,295 6,855
Net gains on investments 7,014 4,936
Other 225 105
-------------- --------------
Total consolidated revenue $ 56,655 $ 56,739
============== ==============
PROFIT:
Segment profit $ 7,922 $ 9,765
Net investment income 4,559 3,308
Net gains on investments 7,014 4,936(1,135) 3,188 5,879 8,124
Corporate expenses (2,566) (2,530)
-------------- --------------
Income before federal income taxes(2,514) (2,557) (5,083) (5,087)
--------------- ---------------- --------------- ----------------
INCOME BEFORE FEDERAL INCOME TAXES $ 16,9297,482 $ 15,479
============== ==============13,740 $ 24,411 $ 29,219
=============== ================ =============== ================
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 $2,263$2,292 remain outstanding at March 31,June 30, 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
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 threesix months ended
March 31,June 30, 2006, the Company experienced positive cash flow from operations
totaling $12.8$18.7 million and compares to $15.8 million generated during the first
half of 2005. With regard to the cash flows relating to the recovery of loss
payments from reinsurers, the current year period included positive cash flow of
$9.0$2.4 million and compares to negative cash flow of $4.5 million for the three months ended March 31, 2005. The increase inprior
year period. Operating cash flow is due largelyflows, other than those related to areinsurance on
losses, were generally consistent with the decrease in netpremium volume and the
run-off of losses paid when compared tofor the first three months of
2005. Operating expenses paid also increased $2.4 million when compared todiscontinued workers' compensation product during the
first quarter of 2005 reflecting the continued decline in ceding commission
allowances from reinsurers under current agreements.period.
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 2.4 years at June 30, 2006, up slightly from the prior
year end but still short relative to the Company's liability duration.
Financing activity, other than the payment of dividends to shareholders, is
generally not significant for the Company. During the second quarter the Company
declared and paid an extra cash dividend totaling $1.25 per share. In addition,
the regular quarterly dividend of $.10 per share was increased marginallyto $.25 per
share. In total, the $1.50 per share paid during the firstsecond quarter as fixed
income investments increasedaggregated
$22.7 million, bringing year to date dividends paid to $27.8 million. At $.25
per share, the quarterly dividend commitment for the Company is currently $3.8
million. Also, during the second quarter, stock options, principally market
value stock options granted in 1997, were exercised by approximately $55employees producing $6.0
million including $39 million
transferredin proceeds to the Company. Future proceeds from short term investments.the exercise of stock
options are not expected to be material.
The Company's assets at March 31,June 30, 2006 included $84.0$75.8 million in investments
classified as cash or cash equivalents that were readily convertible to cash
without significant market penalty. An additional $192.5$182.6 million of fixed
maturity investments will mature within the twelve-month period following March
31,June
30, 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
March 31,June 30, 2006, $48.2$20.6 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 $232.7$235.1 million of shareholder's equity of
the insurance subsidiaries could, theoretically, be advanced or loaned to the
parent holding company with prior 10
notification to, and approval from, regulatory 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$47.3 million at March 31,June 30,
2006.
The Company's annualized premium writing to surplus ratio for the first quarterhalf of
2006 was approximately 46%43%. Regulatory guidelines generally allow for writings
of at least 200% of surplus. Accordingly, the Company could 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 FIRSTSECOND QUARTER, 2006 TO FIRSTSECOND QUARTER, 2005
--------------------------------------------------------------------------------------------------------------------
Net premiums earned during the firstsecond quarter of 2006 decreased $3.4$1.3 million
(7%(3%) as compared to the same period of 2005. The decrease is due primarily to
decreases in premiums from the Company's fleet trucking and private passenger
automobile programs of 10% and 8%, respectively, resulting from competitive
pressures. In addition, the discontinuanceDiscontinuance of the Company's
small business workers' compensation product late in 2004 contributed $1.2accounted for $.9
million to thethis overall decline in premiums for the current quarter. Partially offsetting thisThe
remaining $.4 million decrease were increasesis composed of a 4% decline in premiums fromfleet trucking
premium and an 11% decrease in private passenger automobile premium, both the
Company's reinsurance assumed andresult of competitive conditions, largely offset by a 54% increase in small
fleet trucking programs of 35%premium earned resulting principally from geographic expansion
and 27%, respectively, reflecting improved
pricing in both markets.higher premiums from Protective's reinsurance assumed business.
Direct premiums written and assumed decreased to $58.9during the second quarter of 2006 totaled
$45.5 million, a 9% decrease from $64.6the $49.9 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 premiums and was partially
offset by increases in premium writings from the Company's small fleet trucking
and reinsurance assumed products. Premium ceded to reinsurers averaged 13.7%12.6% of
direct premium production for the current quarter compared to 21.9%19.8% a year
earlier.
Net investment income, before tax, during the firstsecond quarter of 2006 was 38%34%
higher than the firstsecond quarter of 2005 due to increases in both average invested
assets and in yields on bonds and short-term investments. Pre-tax yields on
short-term investments were nearly doubled fromdouble the prior year period. Overall after
tax yields posted similar increases.
The firstsecond quarter 2006 net investment gainloss of $7.0$1.1 million consisted primarily
of equity in earningslosses of limited partnership investments of $2.3 million and was
partially offset by net gains on sales of equity securitiessecurities. While several of
$4.7 million and $2.1 million, respectively. Theour limited partnershipspartnership investments were impacted by the declining stock markets
during the second quarter, the net loss was concentrated in which the Company holds ownership interests investour investment 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 orlimited partnership which invests exclusively in India. Gains generated during
the first quarter this year from this partnership were largely offset by 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 fluctuationsgenerated in the quarterly amounts reported under
this caption.second quarter, resulting in a small year-to-date gain. See
footnote 3 to the enclosed financial statements for a more detailed discussion
regarding the accounting policies and the net gains or losses reported for the
Company's investments in limited partnerships.
Losses and loss expenses incurred during the firstsecond quarter of 2006 decreased
$2.7 millionwere nearly
unchanged from that experienced during the firstsecond quarter of 2005, which is
consistent with the decrease in premium volume previously discussed.2005. Loss ratios
for each of the Company's major product lines were as follows:
11
2006 2005
------- -------
Fleet trucking 74.8% 74.3%64.9% 65.5%
Private passenger automobile 59.6 60.565.5 65.0
Small fleet trucking 69.0 54.678.8 54.7
Voluntary reinsurance assumed 33.3 28.156.0 40.2
All lines 67.0 67.865.7 64.3
11The increase in the small fleet trucking ratio is due to an increase in
frequency and severity of accidents during the current quarter. The 2006 ratio
for voluntary reinsurance assumed was adversely impacted by $1.0 million of
additional losses reported during the current quarter from the 2005 hurricanes.
Other operating expenses for the firstsecond quarter of 2006 increased $1.1$2.1 million,
or 12%21%, from the firstsecond quarter of 2005. This increase was attributable 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 10% fromwere level with the firstsecond quarter of 2005, including the impact of a
recovery of $.9 million of previously written off reinsurance from bankrupt
companies. Without this recovery, operating expenses decreased 3% before
consideration of ceding commissions.2005. Ceding allowances totaled
$.7$.1 million for the 2006 quarter compared to $3.1$2.0 million for the 2005 quarter.
The ratio of consolidated other operating expenses to operating revenue was
21.7%25.5% during the firstsecond quarter of 2006 compared to 18.6%21.1% for the 2005 firstsecond
quarter, with the loss of ceding commission comprising 4.63.7 percentage points of
this change.
The effective federal tax rate for consolidated operations for the firstsecond
quarter of 2006 was 31.7%27.5% and is less than the statutory rate primarily because
of tax exempt investment income and the impact of net investment losses for the
quarter which carry a higher federal tax rate.
As a result of the factors mentioned above, net income decreased $3.8 million
(41.0%) during the second quarter of 2006 as compared with the 2005 second
quarter.
COMPARISONS OF SIX MONTHS ENDED JUNE 30, 2006 TO
------------------------------------------------
SIX MONTHS ENDED JUNE 30, 2005
------------------------------
Net premiums earned during the six months of 2006 decreased $4.8 million (5%) as
compared to the same period of 2005. The decrease is due primarily to decreases
in premiums from the Company's private passenger automobile and fleet trucking
programs of 10% and 7%, respectively, resulting from competitive pressures. In
addition, the discontinuance of the Company's small business workers'
compensation product late in 2004 accounted for $2.2 million of the overall
decline in premiums for the current year period. Partially offsetting this
decrease were increases in premiums from the Company's small fleet trucking and
reinsurance assumed programs of 41% and 37%, respectively, for the same reasons
as discussed in the quarterly comparison above.
Direct premiums written and assumed during the first half of 2006 totaled $104.4
million, a 9% decrease from the $114.5 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 premiums and was partially offset by
increases in premium writings from the Company's small fleet trucking and
reinsurance assumed products. Premium ceded to reinsurers averaged 13.2% of
direct premium production for the current period compared to 21.0% a year
earlier.
Net investment income, before tax, during the first half of 2006 was 36% higher
than the 2005 period for the same reasons as indicated in the quarterly
comparison above. Overall pre-tax and after tax yields were higher during the
current period while average invested funds increased 7% from the prior year.
12
The net gain on investments of $5.9 million for the first six months of 2006
consists of net gains on equity securities and limited partnership investments
of $4.1 million and $2.4 million, respectively, and was partially offset by $.6
million in losses on fixed maturity investments. The gain from limited
partnerships includes both realized and unrealized net income, as reported by
the general partners. For the six months, we have estimated that realized gains
increased $3.0 million while unrealized gains decreased $.6 million. See
footnote 3 to the enclosed financial statements for a more detailed discussion
regarding the accounting policies and the net gains or losses reported for the
Company's investments in limited partnerships.
Losses and loss expenses incurred during the first six months of 2006 decreased
$2.9 million from the first six months of 2005, consistent with the decreased
premium volume previously discussed. Loss and loss expense ratios for the
comparative six-month periods were as follows:
2006 2005
-------- --------
Fleet trucking 70.0% 70.1%
Private passenger automobile 62.5 62.8
Small fleet trucking 74.4 54.7
Voluntary reinsurance assumed 45.4 34.4
All lines 66.4 66.1
The higher loss ratio for small fleet trucking is attributable to higher
frequency and severity of losses, principally during the second quarter. The
loss ratio for reinsurance assumed includes $1.5 million of losses related to
the 2005 hurricanes which were reported to the Company during 2006. The overall
loss ratio was increased by 1.7 points as the result of the development on
hurricane losses.
Other operating expenses increased $3.3 million (16%) during the first six
months of 2006 compared to the same period of 2005. Ceding commission allowances
included in net expenses were $.8 million for the 2006 period compared to $5.1
million in the prior year period, while expenses, before consideration of ceding
allowances, decreased $1.0 million on lower premium volume. The ratio of other
operating expenses to total operating revenue (adjusted for investment gains)
was 23.6% for 2006 compared to 19.8% for 2005 for reasons mentioned in the
quarterly comparison.
The effective federal tax rate for consolidated operations for the first six
months of 2006 was 30.4% and is less than the statutory rate primarily because
of tax exempt investment income.
As a result of the factors mentioned above, net income increased $1.2decreased $2.6 million
(11.7%(13.1%) during the first quarterhalf of 2006 as compared with the 2005 first
quarter.period.
13
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 10-K filed for the year ended December 31, 2005.2005
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 March 31,June 30, 2006, amounts due from reinsurers on
paid and unpaid losses, including provisions for incurred but not reported
losses, are estimated to total approximately $170$168 million. Included in this
total are case basis and estimated IBNR losses of approximately $18.5$18.6 million
due from Converium Insurance (North America) Inc., $5.7$5.8 million due from Quanta
Re., $4.3 and $3.6 million due from PMA Re. and $.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,June 30, 2006 and the Company has no information
at this time to indicate that all obligations of these reinsurers will not be
met. 12During the second quarter of 2006, the Company reached a commutation
agreement with Trenwick Re. culminating with a cash settlement to the Company
approximating the value of all reserves previously reported in this section.
At March 31,June 30, 2006, limited partnership investments includes approximately $34.8$32.2
million consisting of three partnerships which are managed by organizations in
which two of the Company's directors are officers, directors, general partners
or owners. Each 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.
14
(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 5 OTHER INFORMATION
- ------------------------
During June, 2006, the Company renewed its reinsurance treaties covering the
fleet trucking product under terms similar to the expiring agreements.
ITEM 6 (a) EXHIBITS
- --------------------
NUMBER AND CAPTION FROM EXHIBIT
TABLE OF REGULATION S-K ITEM 601 EXHIBIT NO.
- -------------------------------- -----------
(11) Statement regarding computation EXHIBIT 11 ---
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 32.132.2
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 February 6,May 1, 2006 regarding its earnings
announcement for the fourthsecond quarter of 2006. A Form 8-K was filed by the
registrant on May 2, 2006 regarding the announcement of an extra dividend and year ended December 31, 2005.an
increase to the regular quarterly dividend.
1415
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 MAYAugust 4, 2006 By /s/ GARYGARYL W. MILLER
----------- ---------------------------------------------------------------
Gary W. Miller, Chairman of the Board and Chief Executive OfficerCEO
Date MAYAugust 4, 2006 By /s/ G. PATRICK CORYDON
----------- ---------------------------------------------------------------
G. Patrick Corydon,
Senior Vice President and
Chief Financial Officer- Finance
(Principal Financial and
Accounting Officer)
1516
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended March 31, 2005June 30, 2006
INDEX TO EXHIBITS
BEGINS ON SEQUENTIAL
PAGE NUMBER OF FORM
EXHIBIT NUMBER 10-Q
-------------- -----------------------------
EXHIBIT 11 Filed herewith electronically17
Computation of per share earnings
EXHIBIT 31.1 Filed herewith electronically18
Certification of CEO
pursuant to Section 302 of the
Sarbanes-Oxley Act
EXHIBIT 31.2 Filed herewith electronically20
Certification of CFO
pursuant to Section 302 of the
Sarbanes-Oxley Act
EXHIBIT 32.1 Filed herewith electronically22
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 electronically23
Certification of CFO
pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section
906 of the Sarbanes-Oxley Act