1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report UnderPursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
------------------------------------------------------
For Quarter Ended Commission file number
September 30, 2006March 31, 2007 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 [ ]
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 ][X] Non-accelerated filer [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of November 7, 2006:May 4, 2007:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,650,059
Class B (nonvoting) 12,461,45512,488,955
Index to Exhibits located on page 16.15.
Page 1 of a total of 2322 pages
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 30 DecemberMARCH 31 DECEMBER 31
2007 2006 2005
------------------- ------------------
ASSETS
Investments:
Fixed maturities $ 326,560357,046 $ 265,419338,466
Equity securities 131,177 130,785128,138 129,817
Limited partnerships 48,666 44,72761,345 57,313
Short-term 69,125 51,06042,327 59,325
------------------- ------------------
575,528 491,991588,856 584,921
Cash and cash equivalents 46,182 126,55130,814 35,490
Accounts receivable 38,925 30,27035,825 37,994
Reinsurance recoverable 172,316 191,440158,762 163,426
Notes receivable from employees 2,321 2,3392,253 2,343
Other assets 34,062 17,76730,638 27,932
Current federal income taxes - 1,613
------------------- ------------------
$ 869,334847,148 $ 860,358853,719
=================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 420,072401,660 $ 430,273409,412
Reserves for unearned premiums 35,282 29,68835,077 32,145
Accounts payable and accrued expenses 45,822 37,77731,813 35,681
Current federal income taxes 2,006 1,88112,613 -
Deferred federal income taxes 15,118 14,0547,311 18,854
------------------- ------------------
518,300 513,673488,474 496,092
Shareholders' equity:
Common stock-no par value 645 632646 646
Additional paid-in capital 45,127 38,89445,770 45,692
Unrealized net gains on investments 45,407 42,44046,731 47,229
Retained earnings 259,855 264,719265,527 264,060
------------------- ------------------
351,034 346,685358,674 357,627
------------------- ------------------
$ 869,334847,148 $ 860,358853,719
=================== ==================
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
----------------------------------- ---------------------------------THREE MONTHS ENDED
MARCH 31
--------------------------------
2007 2006 2005 2006 2005
----------------
-------------- --------------
--------------
REVENUES
Net premiums earned $42,333 $49,848 $127,714 $139,981$44,175 $43,218
Net investment income 5,140 3,734 14,435 10,5894,846 4,559
Net gains on investments 2,958 8,346 8,837 16,470474 7,014
Commissions and other income 1,418 1,645 5,130 5,283
---------------- ---------------1,412 1,864
-------------- --------------
51,849 63,573 156,116 172,32350,907 56,655
EXPENSES
Losses and loss expenses incurred 25,837 46,827 82,493 106,41126,892 28,939
Other operating expenses 11,931 9,902 35,131 29,849
---------------- ---------------12,846 10,787
-------------- --------------
37,768 56,729 117,624 136,260
---------------- ---------------39,738 39,726
-------------- --------------
INCOME BEFORE FEDERAL INCOME TAXES 14,081 6,844 38,492 36,06311,169 16,929
Federal income taxes 4,202 2,193 11,630 11,866
---------------- ---------------2,958 5,373
-------------- --------------
NET INCOME $ 9,879 $ 4,651 $26,862 $24,197
================ ===============$8,211 $11,556
============== ==============
PER SHARE DATA:
BASIC EARNINGS $ .65.54 $ .32 $ 1.79 $ 1.64
================ ===============.78
============== ==============
DILUTED EARNINGS $ .65.54 $ .31 $ 1.79 $ 1.63
================ ===============.78
============== ==============
DIVIDENDS PAID TO SHAREHOLDERS $ .25.45 $ .35 $ 2.10 $ .70
================ ===============
============== ==============
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 15,108 14,764 14,965 14,73915,137 14,805
Dilutive effect of options outstanding 22 109 48 115
---------------- ---------------20 84
-------------- --------------
Average shares outstanding - diluted 15,130 14,873 15,013 14,854
================ ===============15,157 14,889
============== ==============
See notes to condensed consolidated financial statements.
4
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Nine Months Ended
September 30THREE MONTHS ENDED
MARCH 31
2007 2006
2005
-------------- ---------------------------- ---------------
Net cash provided by operating activities $ 14,6288,735 $ 37,62012,839
Investing activities:
Purchases of long-term investments (191,391) (110,125)(78,819) (100,494)
Proceeds from sales or maturities
of long-term investments 138,776 152,66456,168 54,826
Net purchasessales (purchases) of short-term investments (18,065) (30,724)16,997 (4,340)
Decrease in notes receivable from employees 10 15 169
Other investing activities 1,455 (1,470)
-------------- -------------(1,031) (45)
--------------- ---------------
Net cash provided by (used in)used in investing activities (69,210) 10,514(6,675) (50,038)
Financing activities:
Dividends paid to shareholders (31,624) (10,329)
Repayment on notes payable - (6,000)(6,813) (5,185)
Cost of treasury stock - (401) -
Proceeds from sales of common stock 6,238 1,306
-------------- -------------77 248
--------------- ---------------
Net cash used in financing activities (25,787) (15,023)
-------------- -------------
Increase (decrease)(6,736) (5,338)
--------------- ---------------
Decrease in cash and cash equivalents (80,369) 33,111(4,676) (42,537)
Cash and cash equivalents at beginning of period 35,490 126,551
57,384
-------------- ---------------------------- ---------------
Cash and cash equivalents at end of period $ 46,18230,814 $ 90,495
============== =============
84,014
=============== ===============
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with the instructions to
Form 10-Q and do not include all of the information and notes 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, 2006.2007. 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 gains 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)
"other-than-temporary impairment" write-downs, and (3) equity in earnings or losses of investments in limited partnerships.partnerships and (3)
"other-than-temporary impairment" adjustments.
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
NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------------- --------------------------------MARCH 31
2007 2006
2005 2006 2005
-------------- -------------- -------------- ------------------------------ ----------------
Realized net gains on the disposal of securities $ 449466 $ 1,632 $ 4,007 $ 6,3341,754
Equity in earnings (losses) of limited partnership
investments (realized and unrealized) (897) 4,728
Impairment:
Write-downs based upon objective criteria (580) (904) (1,343) (1,496)(63) -
Recovery of prior write-downs
upon sale or disposal - 375 668 1,112
Equity in earnings of limited partnership
investments (realized and unrealized) 3,089 7,243 5,505 10,520
-------------- -------------- -------------- --------------968 532
---------------- ----------------
Totals $ 2,958474 $ 8,346 $ 8,837 $ 16,470
============== ============== ============== ==============7,014
================ ================
6
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The net gainslosses from limited partnerships for the quarter and year-to-date ending September 30, 2006March 31, 2007
include an estimated $2.0$3.6 million and $1.4 million,
respectively, of unrealized gainslosses reported to the Company
as 6
reported inpart of the net income or lossoperations of the various limited partnerships. Shareholders'
equity at September 30, 2006March 31, 2007 includes approximately $11.8$14.9 million, net of deferred
federal income taxes, of earnings undistributed by limited partnerships.
(4) REINSURANCE: The following table summarizes the Company's transactions with
reinsurers for the 20062007 and 20052006 comparative periods.
2007 2006
2005
----------- ----------------------- ------------
Quarter ended September 30:March 31:
Premiums ceded to reinsurers $ 5,9616,117 $ 8,2257,606
Losses and loss expenses
ceded to reinsurers 7,472 19,6204,410 1,900
Commissions from reinsurers 177 1,482
Nine months ended September 30:
Premiums ceded to reinsurers 18,969 31,313
Losses and loss expenses
ceded to reinsurers 12,587 42,508
Commissions from reinsurers 988 6,568292 690
(5) COMPREHENSIVE INCOME OR LOSS: Total realized and unrealized income for the
quarter ended September 30, 2006March 31, 2007 was $14,473$7,782 and compares to total realized and
unrealized income of $8,056$14,735 for the quarter ended September 30, 2005. For the
nine months ended September 30, 2006, total realized and unrealized income was
$30,116 and compares to total realized and unrealized income of $22,441 for the
nine months ended September 30, 2005.March 31, 2006.
7
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) REPORTABLE SEGMENTS - PROFIT OR 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,
segmentSegment profit
for fleet trucking includes the direct marketing agency operations conducted by
the parent company for this segment and is computed after elimination of
inter-company commissions. Amounts presented for voluntary reinsurance assumed
include transactions related to certain inter-segment reinsurance agreements.
2007 2006
2005
-------------------------------------------- ---------------------------------------------------------------------------------------
DIRECT AND Direct and
ASSUMED NET PREMIUM SEGMENT Assumed Net Direct and Net
Assumed Premium Segment
Assumed Premium SegmentPREMIUM EARNED AND PROFIT Premium Earned and Profit
Premium Earned and Profit
Written Fee Income (Loss)WRITTEN FEE INCOME (LOSS) Written Fee Income (Loss)
------------ ------------- ----------- -------------- ------------ ------------ ------------ -----------
THREE MONTHS ENDED SEPTEMBER 30:MARCH 31:
PROTECTIVE PRODUCTS:
Fleet trucking $ 30,56130,885 $ 26,69526,172 $ 6,3435,301 $ 39,29634,561 $ 33,26228,119 $ 6,0134,754
Reinsurance assumed 3,322 3,517 1,931 4,498 4,367 (10,534)5,823 6,383 2,031 3,277 3,338 1,870
SAGAMORE PRODUCTS:
Personal division 6,965 9,364 419 7,651 10,602 1,607
Commercial division:Private passenger automobile 10,201 8,693 946 14,127 10,237 1,066
Small fleet trucking 6,917 3,945 (22) 4,045 2,379 8
Workers' compensation - 1 70 48 404 (15)6,116 4,094 74 6,731 2,843 3
All other 77 106 200 240 320 229
------------ ------------- ------------ ----------- -------------- ------------ ------------
Total Commercial 6,917 3,946 48 4,093 2,783 (7)
division
All other 109 139 (325) 304 410 102
------------ ------------- ----------- -------------- ------------ ------------
Totals $ 47,87453,102 $ 43,66145,448 $ 8,4168,552 $ 55,84258,936 $ 51,42444,857 $ (2,819)7,922
============ ============= ============ =========== ============== ============ ============
NINE MONTHS ENDED SEPTEMBER 30:
PROTECTIVE PRODUCTS:
Fleet trucking $ 94,830 $ 81,431 $ 16,513 $ 117,402 $ 91,875 $ 20,621
Reinsurance assumed 9,473 10,653 4,784 8,916 9,596 (7,914)
SAGAMORE PRODUCTS:
Personal division 27,414 29,643 2,237 31,138 32,927 3,737
Commercial division:
Small fleet trucking 20,462 10,318 (464) 11,679 6,868 258
Workers' compensation 49 130 247 140 2,625 100
------------ ------------- ----------- -------------- ------------ ------------
Total Commercial 20,511 10,448 (217) 11,819 9,493 358
division
All other 45 237 (581) 1,096 1,102 (295)
------------ ------------- ----------- -------------- ------------ ------------
Totals $ 152,273 $ 132,412 $ 22,736 $ 170,371 $ 144,993 $ 16,507
============ ============= =========== ============== ============ ============
8
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(7) REPORTABLE SEGMENTS - 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 before federal income taxes, respectively.
Three Months Ended
Nine Months Ended
September 30 September 30March 31
2007 2006 2005 2006 2005
------------- --------------
------------- --------------
REVENUE:
Net premium earned and fee income $ 43,66145,448 $ 51,424 $ 132,412 $ 144,99344,857
Net investment income 5,140 3,734 14,435 10,5894,846 4,559
Net gains on investments 2,958 8,346 8,837 16,470474 7,014
Other 90 69 432 271
------------- --------------139 225
------------- --------------
Total consolidated revenue $ 51,84950,907 $ 63,573 $ 156,116 $ 172,323
============= ==============56,655
============= ==============
PROFIT:
Segment profit $ 8,4168,552 $ (2,819) $ 22,736 $ 16,5077,922
Net investment income 5,140 3,734 14,435 10,5894,846 4,559
Net gains on investments 2,958 8,346 8,837 16,470474 7,014
Corporate expenses (2,433) (2,417) (7,516) (7,503)
------------- --------------(2,703) (2,566)
------------- --------------
Income before federal income taxes $ 14,08111,169 $ 6,844 $ 38,492 $ 36,063
============= ==============16,929
============= ==============
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
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(8) LOANS TO EMPLOYEES: In 2000, 2001 and 2002 the Company provided loans to
certain 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 $2,321$2,253 remain outstanding at September 30, 2006March 31, 2007 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) ACCOUNTING PRONOUNCEMENTS: In July 2006, FASBthe Financial Accounting Standards
Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income TaxesACCOUNTING FOR UNCERTAINTY IN INCOME
TAXES - AN INTERPRETATION OF FASB STATEMENT 109 ("FIN 48"). Among other things,
FIN 48 creates a model to address uncertainty in tax positions and clarifies the
accounting for income taxes by prescribing a minimum recognition threshold which
all income tax positions must achieve to meet before being recognized in the
financial statements. In addition, FIN 48 requires expanded annual disclosures,
including a roll-forward of the beginning and ending aggregate unrecognized tax
benefits as well as specific detail related to tax uncertainties for which it is
reasonably possible the amount of unrecognized tax benefit will significantly
increase or decrease within twelve months. The Company adopted FIN 48 is effective for us on January
1, 2007. Any differences between the amounts recognized in the statements of
financial position prior2007 with no adjustment necessary to the adoption of FIN 48 and the amounts reported
after adoption are generally accounted for as a cumulative-effect adjustment
recorded to the beginning balance of retained earnings. We are currently
evaluating the impactThe total
amount of FIN 48; however, it is not expected tounrecognized tax benefits from uncertain tax positions at January 1,
2007 was $10.3 million and would have a materialno impact on the consolidated financial statements upon adoption.Company's effective tax
rate. There were no material changes to the amount recorded for unrecognized tax
benefits from uncertain tax positions during the three months ended March 31,
2007.
The Company recognizes accrued interest and penalties, if any, related to
unrecognized tax benefits in income tax expense and changes in such accruals
would impact the Company's effective tax rate. Amounts accrued for the payment
of interest at March 31, 2007 and December 31, 2006 were not material.
As of January 1, 2007, the Company's 2005 and 2006 tax years remain subject to
examination by the IRS.
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 nine monthsquarter ended
September 30, 2006,March, 2007, the Company experienced positive cash flow from operations totaling
$14.6$8.7 million and compares to $37.6$12.8 million generated during the first nine monthsquarter of
2005.2006. The $23.0$4.1 million drop in cash flow from the 20052006 period reflects a decline in premium revenue and related deposits and includes $18.5
million refunded on retrospectively rated policiesis due primarily
to increased loss payment activity in the third quarter of 2006.
Refunds of this magnitude will not occur in the future as most large
retrospective policies have now been finalized.2007 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 2.53.4 years at September 30, 2006,March 31, 2007, 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. Dividends paid forduring the nine monthsquarter
ended September 30, 2006March 31, 2007 totaled $31.6$6.8 million and included extra dividends ($.20 per
share) totaling $22.6$3.0 million. With the regular quarterly dividend rate at $.25
per share, the quarterly dividend commitment for the Company is currently $3.8
million.
Also, during the second and third quarters, stock options, principally
market value stock options granted in 1997, were exercised by employees
producing $6.2 million in proceeds to the Company. Future proceeds from the
exercise of stock options are not expected to be material.
The Company's assets at September 30, 2006March 31, 2007 included $46.2$30.8 million in investments
classified as cash or cash equivalents that were readily convertible to cash
without significant market penalty. An additional $192.3$134.5 million of fixed
maturity investments will mature within the twelve-month period following September 30, 2006.March
31, 2007. 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 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, 2006, $20.6March 31, 2007, $21.7 million may be transferred by dividend or loan to the
parent company during the remainder of 20062007 without approval by, or prior
notification to, regulatory authorities. An additional $247.9$255.9 million of
shareholder's equity of the insurance subsidiaries could, theoretically, be
advanced or loaned to the parent holding company with prior notification to, and
approval from, regulatory authorities, although it is unlikely that transfers of
this size would be practical. The Company believes that these 10
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 $41.2$30.6 million at September 30,
2006.March 31, 2007.
10
The Company's annualized premium writing to surplus ratio for the first nine
monthsquarter
of 20062007 was approximately 41%. 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'insurance subsidiaries' individual capital levels are several times
higher than the minimum amounts designated by the National Association of
Insurance Commissioners.
RESULTS OF OPERATIONS
---------------------
COMPARISONS OF THIRDFIRST QUARTER, 20062007 TO THIRDFIRST QUARTER, 20052006
---------------------------------------------------------
Net premiums earned during the thirdfirst quarter of 2006 decreased $7.52007 increased $1.0 million (15%(2%)
as compared to the same period of 2005.2006. The majorityCompany's independent contractor,
voluntary reinsurance assumed and small fleet products reported significant
increases of this decrease$2.9 million (21%), $2.8 million (99%) and $1.5 million (52%),
respectively. The higher premium from reinsurance assumed is due to lost accounts inassociated with the
Company's affiliation with Paladin Catastrophe Management which produced $2.7
million in premium during the first quarter. Increases in independent contractor
and small fleet trucking segment resulting from
competitive conditions inpremiums continued the marketplace. Private passenger automobile and
reinsurance assumed premiums also declined by $1.2 million and $1.1 million,
respectively, with the private passenger automobile decline the result of
competitive conditions and the decline in reinsurance assumed resulting from
reinstatement premium recorded in the third quarter of 2005 related to hurricane
Katrina losses. These declinespattern experienced throughout 2006.These
increases were partially offset by a $1.7decreases in the Company's large fleet excess
and private passenger automobile products of $4.8 million increase
in small fleet trucking premium earned resulting principally from geographic
expansion.(42%) and $1.4 million
(15%), respectively, each impacted by competitive market conditions. NOTE: THE
INDEPENDENT CONTRACTOR AND LARGE FLEET EXCESS PRODUCTS ARE INCLUDED IN THE FLEET
TRUCKING SEGMENT.
Direct premiums written and assumed during the thirdfirst quarter of 20062007 totaled
$47.9$53.1 million, a 14%10% decrease from the $55.8$58.9 million reported a year earlier
in
line with the lower premium earned,concentrated in the large fleet and private passenger
automobile products, as discussed in the previous paragraph. Premium ceded to
reinsurers averaged 13.4%13.0% of direct premium production for the current quarter
compared to 16.1%13.7% a year earlier.
Net investment income, before tax, during the thirdfirst quarter of 20062007 was 38%6%
higher than the thirdfirst quarter of 20052006 due to increases in both average invested
assets andyields in yields on bonds and short-termall
categories of investments. Pre-tax yields on
short-term investments were 69% higher thanaveraged 4.2% during the current
quarter compared to 3.7% for the prior year period.period, offsetting the impact of a
4% drop in average invested assets. Overall after-tax yields increased by 34%20% to
3.3% as municipal bonds comprised a larger portion of the Company's fixed income
portfolio during 2006.2007.
The thirdfirst quarter 20062007 net investment gaingains of $3.0$.5 million resulted primarily
from $1.6 million of gains on equity securities, including $.9 million in
recoveries of prior impairment charges upon the net income of limited partnership investments of $3.1 million
which was concentrated in our investment in a limited partnership which invests
exclusively in India. During the third quarter of 2005, limited partnerships
produced investment gains totaling $7.2 million, again with the majority of this
attributable to trading in the Indian markets, and direct trading of securities
netted a gain of $1.6 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 third quarter of 2006 were $21.0
million lower than that experienced during the third quarter of 2005 primarily
due to hurricane losses occurring during the 2005 third quarter. Loss ratios for
eachsale of the Company's major product linesrelated investments.
These gains were as follows:
11
2006 2005
------ ------
Fleet trucking 62.2% 75.2%
Private passenger automobile 69.5 56.8
Small fleet trucking 60.4 64.7
Voluntary reinsurance assumed 26.0 339.4
All lines 61.0 93.9
The decline in loss ratio for fleet trucking results from favorable experience
in the Company's independent contractor program while the increase in the
private passenger automobile ratio is due to an increase in frequency and
severity of accidents during the current quarter. The 2005 ratio for voluntary
reinsurance assumed was adversely impacted by $14.8 million of losses related to
hurricanes Katrina and Rita (partially offset by $1.8 million in reinstatement
premium).
Other operating expenses, for the third quarter of 2006, increased $2.0 million,
or 20%, from the third quarter of 2005. The majority of this increase was
attributable to the loss of ceding commission income associated with reinsurance
treaty changes effective in June, 2005. Ceding allowances totaled $.2 million
for the 2006 quarter compared to $1.5 million for the 2005 quarter. Adjusted for
ceding allowances, other operating expenses were 6% higher than the third
quarter of 2005 with most of this increase attributable to commissions on
reinsurance assumed business as contingent commissions for the third quarter of
2005 were reduced significantly as the result of hurricane losses. The ratio of
consolidated other operating expenses to operating revenue was 24.4% during the
third quarter of 2006 compared to 17.9% for the 2005 third quarter, with the
loss of ceding commission comprising 2.7 percentage points of this change. The
remainder of the increase in the other operating expense ratio is due the
decline in total revenues as a portion of the Company's expenses are fixed.
The effective federal tax rate for consolidated operations for the third quarter
of 2006 was 29.8% and is less than the statutory rate primarily because of tax
exempt investment income.
As a result of the factors mentioned above, and principally the lack of
hurricane losses during the current quarter partially offset by lower limited
partnership investment gains, net income increased $5.2 million (112.4%) during
the third quarter of 2006 as compared with 2005.
COMPARISONS OF NINE MONTHS ENDED SEPTEMBER 30, 2006 TO
------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2005
------------------------------------
Net premiums earned during the first nine months of 2006 decreased $12.3 million
(9%) 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 12% and 11%, respectively, resulting from competitive
pressures. In addition, the discontinuance of the Company's small business
workers' compensation product late in 2004 accounted for $2.6 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 51% and 7%, respectively. The increase in
small fleet trucking premium is due primarily to geographic expansion while the
increase in reinsurance assumed premium reflects rate increases in 2006
exceeding the $1.8 million in hurricane-related reinstatement premium recorded
in the third quarter of 2005.
Direct premiums written and assumed during the first nine months of 2006 totaled
$152.3 million, an 11% decrease from the $170.4 million reported a year earlier
with changes generally in line with the changes in premium earned discussed in
the previous paragraph. Premium ceded to reinsurers averaged 13.3% of direct
premium production for the current period compared to 19.4% a year earlier.
12
Net investment income, before tax, during the first nine months 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 6% from the prior year.
The net gain on investments of $8.8 million for the first nine months of 2006
consists of net gains on limited partnership investments and equity securities
of $5.5 million and $3.9 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 nine months, we have estimated that realized and
unrealized gains increased $4.1fixed
maturities of $.9 million and $1.4$.2 million, respectively. During
the prior year,The first quarter 2006
investment gains of $7.0 million included $4.7 of gains from limited
partnerships reported realized and unrealized gains
totaling $10.5 million while direct securities trading produced gains netting to
$5.9 million.partnerships. 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 nine monthsquarter of 2007 were $2.0
million lower than that experienced during the first quarter of 2006 decreased
$23.9 million from the first nine months of 2005. The majority of the decrease
in losses relates to the hurricane losses experience in the 2005 period. The
remainder of the decreaseand is
generally consistent with the decreased premium volume
previously discussed. Loss and loss expense ratios for the comparative
nine-month periods were as follows:
2006 2005
------ ------
Fleet trucking 67.4% 72.0%
Private passenger automobile 64.7 60.9
Small fleet trucking 69.0 58.1
Voluntary reinsurance assumed 39.0 173.2
All lines 64.6 76.0
The fluctuationsdecline in loss ratios for the nine months are similar to those
discussed in the quarterly comparisons except that small fleet trucking premiums other than
independent contractor. The Company also experienced highfavorable frequency and
severity of losses duringaccidents for the second quarterfleet trucking segment in the current quarter.
Loss ratios for each of the Company's major product lines were as follows:
11
2007 2006
associated with geographic expansion.---- ----
Fleet trucking 65.2% 74.8%
Private passenger automobile 62.1 59.6
Small fleet trucking 55.7 69.0
Voluntary reinsurance assumed 48.4 33.3
All lines 60.9 67.0
Other operating expenses, increased $5.3 million (18%) duringfor the first nine
monthsquarter of 2006 compared to2007, increased $2.1 million,
or 19%, from the same periodfirst quarter of 2005. Ceding commission allowances
included in net expenses were $1.02006. $.4 million for the 2006 period compared to $6.6
million in the prior year period, while expenses, before consideration of ceding
allowances, were $.3 million lower than the 2005 period even after consideration
of $.8 million in higher commissions on reinsurance assumed in 2006. The ratio
of other operating expenses to total operating revenue (adjusted for investment
gains)this increase was 23.9% for 2006 compared to 19.2% for 2005 with the entire increase
attributable to the loss of ceding commission credits.income associated with reinsurance
treaty changes effective in June, 2005. Ceding allowances totaled $.3 million
for the 2007 quarter compared to $.7 million for the 2006 quarter. In addition,
operating expenses for the first quarter of 2006 included a $.9 million recovery
of previously written off reinsurance from bankrupt companies. The remainder of
the increase is attributable to contingent commissions on reinsurance assumed
business and commissions on new reinsurance assumed placements during the first
quarter of 2007. The ratio of consolidated other operating expenses to operating
revenue was 25.5% during the first quarter of 2007 compared to 21.7% for the
2006 first quarter.
The effective federal tax rate for consolidated operations for the first nine
monthsquarter
of 20062007 was 30.2%26.5% and is less than the statutory rate primarily because of tax
exempt investment income.
As a result of the factors mentioned above, principally from lower limited
partnership investment gains, net income increased $2.7decreased $3.3 million (11.0%(28.9%) during
the first nine monthsquarter of 20062007 as compared with the 2005 period.
132006.
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.
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, 20052006.
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, 2006,March 31, 2007, amounts due from reinsurers on
paid and 12
unpaid losses, including provisions for incurred but not reported
losses, are estimated to total approximately $172$159 million. Included in this
total are case basis and estimated IBNR losses of approximately $18.8$13.6 million
due from Converium Insurance (North America) Inc., $5.0 million due from Quanta
Re. and $3.6$2.9 million due from PMA
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 September 30, 2006March 31, 2007 and the Company has no information at this time to indicate
that all obligations of these reinsurers will not be met.
At September 30, 2006,March 31, 2007, limited partnership investments includes approximately $35.0$37.9
million consisting of three partnerships which are managed by organizations in
which twocertain 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.
(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 14
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
- ------------------------
Nothing to report.
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 32.2
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 August 1, 2006 regarding its routine
earnings announcement for the second quarter of 2006.
1514
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 NOVEMBER 8, 2006MAY 4, 2007 By /S//s/ GARY W. MILLER
---------------- ------------------------------------------------------ ----------------------------------
Gary W. Miller, Chairman and CEO
Date NOVEMBER 8, 2006MAY 4, 2007 By /S//s/ G. PATRICK CORYDON
---------------- ------------------------------------------------------- ----------------------------------
G. Patrick Corydon,
Senior Vice President - Finance
(Principal Financial and
Accounting Officer)
1615
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended September 30, 2006March 31, 2007
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