SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934

For Quarter EndedCommission file number
March 31, 20110-5534
 
                              For Quarter Ended                                                                          Commission file number
                              June 30, 2011                                                                                           0-5534

BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)

INDIANA
(State or other jurisdiction of
 Incorporation or organization)organization
35-0160330
(I.R.S. Employer
Identification Number)
 
1099 N. Meridian Street, Indianapolis, Indiana
(Address of principal executive offices)
 
46204
(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   ü      No___

 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   ü      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  ü Non-accelerated filer ____
Small Reporting Company ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ____    No  ü

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of MayAugust 1, 2011:

TITLE OF CLASS                                                              NUMBER OF SHARES OUTSTANDING
  Common Stock, No Par Value:
Class A (voting)                     2,623,109
Class B (nonvoting)                   12,205,93312,212,590

Index to Exhibits located on page 24.26.

 
- 1 -

 

PART I – FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

Baldwin & Lyons, Inc. and Subsidiaries
      
Unaudited Consolidated Balance Sheets      
       
(in thousands, except per share data)      
       
       
  June 30  December 31 
  2011  2010 
Assets      
Investments:      
   Fixed maturities $417,176  $415,554 
   Equity securities  104,933   96,657 
   Limited partnerships  71,873   77,352 
   Short-term  4,308   4,225 
   598,290   593,788 
         
Cash and cash equivalents  57,844   38,223 
Accounts receivable  52,297   42,953 
Reinsurance recoverable  133,775   127,228 
Notes receivable from employees  1,381   1,414 
Other assets  36,755   34,340 
Current federal income taxes  3,259   - 
  $883,601  $837,946 
         
Liabilities and shareholders' equity        
Reserves for losses and loss expenses $402,789  $344,520 
Reserves for unearned premiums  43,527   29,819 
Short-term borrowings  10,000   15,000 
Accounts payable and accrued expenses  78,704   66,441 
Current federal income taxes  -   6,659 
Deferred federal income taxes  3,290   6,772 
   538,310   469,211 
Shareholders' equity:
        
   Common stock-no par value:        
   Class A voting -- authorized 3,000,000 shares;        
      outstanding -- 2011, 2,623,109; 2010, 2,623,109  112   112 
   Class B non-voting -- authorized 20,000,000 shares;        
      outstanding -- 2011, 12,212,590; 2010, 12,187,009  521   520 
   Additional paid-in capital
  48,475   47,874 
   Unrealized net gains on investments  37,716   33,894 
   Retained earnings  258,467   286,335 
   345,291   368,735 
  $883,601  $837,946 
       
Baldwin & Lyons, Inc. and Subsidiaries      
Unaudited Consolidated Balance Sheets      
       
(in thousands, except per share data)      
       
       
  March 31  December 31 
  2011  2010 
Assets      
Investments:      
   Fixed maturities $416,668  $415,554 
   Equity securities  104,197   96,657 
   Limited partnerships  75,812   77,352 
   Short-term  4,556   4,225 
   601,233   593,788 
         
Cash and cash equivalents  31,711   38,223 
Accounts receivable  51,642   42,953 
Reinsurance recoverable  136,228   127,228 
Notes receivable from employees  1,364   1,414 
Other assets  36,452   34,340 
  $858,630  $837,946 
         
Liabilities and shareholders' equity        
Reserves for losses and loss expenses $375,868  $344,520 
Reserves for unearned premiums  44,278   29,819 
Short-term borrowings  10,000   15,000 
Accounts payable and accrued expenses  67,868   66,441 
Current federal income taxes  101   6,659 
Deferred federal income taxes  6,150   6,772 
   504,265   469,211 
Shareholders' equity:        
   Common stock-no par value:        
   Class A voting -- authorized 3,000,000 shares;        
      outstanding -- 2011, 2,623,109; 2010, 2,623,109  112   112 
   Class B non-voting -- authorized 20,000,000 shares;        
      outstanding -- 2011, 12,205,933; 2010, 12,187,009  521   520 
   Additional paid-in capital  48,315   47,874 
   Unrealized net gains on investments  37,775   33,894 
   Retained earnings  267,642   286,335 
   354,365   368,735 
   $858,630   $837,946 
See notes to condensed consolidated financial statements.

- 2 -


Baldwin & Lyons, Inc. and Subsidiaries            
Unaudited Consolidated Statements of Operations            
             
(in thousands, except per share data)            
             
  Three Months Ended  Six Months Ended 
  June 30  June 30 
  2011  2010  2011  2010 
Revenues            
Net premiums earned $62,344  $53,523  $119,945  $104,689 
Net investment income  2,644   2,944   5,297   5,968 
Commissions and other income  1,566   1,673   3,173   3,421 
Net realized gains (losses) on investments, excluding                
impairment losses  (1,845)  (2,843)  (3,314)  347 
Total other-than-temporary impairment losses on investments  (118)  (15)  (118)  (15)
Net realized gains (losses) on investments  (1,963)  (2,858)  (3,432)  332 
   64,591   55,282   124,983   114,410 
                 
Expenses                
Losses and loss expenses incurred  55,166   31,152   120,839   74,184 
Other operating expenses  18,117   17,527   36,553   33,872 
   73,283   48,679   157,392   108,056 
Income (loss) before federal income taxes  (8,692)  6,603   (32,409)  6,354 
Federal income taxes (benefits)  (3,188)  1,617   (11,707)  823 
Net income (loss) $(5,504) $4,986  $(20,702) $5,531 
                 
Per share data:                
Basic and diluted earnings (losses) $(.38) $.33  $(1.40) $.37 
                 
    Dividends paid to shareholders $.25  $.25  $.50  $.75 
                 
Reconciliation of shares outstanding:                
   Average shares outstanding - basic  14,819   14,786   14,810   14,771 
   Dilutive effect of share equivalents
  15   16   21   28 
   Average shares outstanding - diluted  14,834      14,802    14,831    14,799  
See notes to condensed consolidated financial statements.

 
- 23 -

 


Baldwin & Lyons, Inc. and Subsidiaries      
Unaudited Consolidated Statements of Cash Flows      
       
(in thousands)      
       
  Six Months Ended 
  June 30 
  2011  2010 
       
Net cash provided by operating activities $26,769  $24,806 
Investing activities:        
   Purchases of long-term investments  (182,133)  (202,444)
   Proceeds from sales or maturities        
       of long-term investments  188,102   158,273 
   Net purchases of short-term investments  (83)  (405)
   Other investing activities  (868)  (1,862)
Net cash provided by (used in) investing activities  5,018   (46,438)
Financing activities:        
   Dividends paid to shareholders  (7,454)  (11,081)
   Repayment on line of credit  (5,000)  - 
Net cash used in financing activities  (12,454)  (11,081)
         
   Effect of foreign exchange rates on cash and cash equivalents  288   (6)
         
       Increase (decrease) in cash and cash equivalents  19,621   (32,719)
Cash and cash equivalents at beginning of period  38,223   79,504 
Cash and cash equivalents at end of period $57,844  $46,785 


Baldwin & Lyons, Inc. and Subsidiaries      
Unaudited Consolidated Statements of Operations      
       
(in thousands, except per share data)      
       
  Three Months Ended 
  March 31 
  2011  2010 
Revenues      
Net premiums earned $57,601  $51,166 
Net investment income  2,653   3,024 
Commissions and other income  1,607   1,749 
Net realized gains (losses) on investments, excluding        
impairment losses  (1,469)  3,189 
Total other-than-temporary impairment losses on investments  -   - 
Net realized gains (losses) on investments  (1,469)  3,189 
   60,392   59,128 
Expenses        
Losses and loss expenses incurred  65,673   43,032 
Other operating expenses  18,436   16,345 
   84,109   59,377 
Loss before federal income tax benefits  (23,717)  (249)
Federal income tax benefits  (8,519)  (794)
Net income (loss) $(15,198) $545 
         
Per share data:        
Basic and diluted earnings $(1.02) $.04 
         
    Dividends paid to shareholders $.25  $.50 
         
Reconciliation of shares outstanding:        
   Average shares outstanding - basic  14,802   14,756 
   Dilutive effect of share equivalents  20   13 
   Average shares outstanding - diluted  14,822   14,769 

See notes to condensed consolidated financial statements.
- 3 -

Baldwin & Lyons, Inc. and Subsidiaries      
Unaudited Consolidated Statements of Cash Flows      
       
(in thousands)      
       
  Three Months Ended 
  March 31 
  2011  2010 
       
Net cash provided by operating activities $6,621  $11,690 
Investing activities:        
   Purchases of long-term investments  (100,022)  (123,735)
   Proceeds from sales or maturities        
       of long-term investments  96,173   78,477 
   Net purchases of short-term investments  (330)  (335)
   Other investing activities  (459)  (931)
Net cash used in investing activities  (4,638)  (46,524)
Financing activities:        
   Dividends paid to shareholders  (3,722)  (7,366)
   Repayment on line of credit  (5,000)  - 
Net cash used in financing activities  (8,722)  (7,366)
         
   Effect of foreign exchange rates on cash and cash equivalents  227   277 
         
       Decrease in cash and cash equivalents  (6,512)  (41,923)
Cash and cash equivalents at beginning of period  38,223   79,504 
Cash and cash equivalents at end of period $31,711  $37,581 

See notes to condensed consolidated financial statements.

 
- 4 -

 

Notes to Condensed Unaudited Consolidated Financial Statements
(Note that allAll dollar amounts presented in these notes are in thousands, except per share data)

(1) Summary of Significant Accounting Policies
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 U.S. generally accepted accounting principlesGenerally 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, 2011.  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.

Investments:  Carrying amounts for fixed maturity securities, including insurance-linked securities represent fair value and are based on quoted market prices, where available, or broker/dealer quotes for specific securities where quoted market prices are not available.  Equity securities are carried at quoted market prices (fair value).  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.

Other investments, if any, are carried at either market value or cost, depending on the nature of the investment.  Short-term investments are carried at cost which approximates their fair values.

Realized gains and losses on disposals of investments are determined by specific identification of cost of investments sold and are included in income.  All fixed maturity and equity securities are considered to be available for sale; the related unrealized net gains or losses (net of applicable tax effect) are reflected directly in shareholders’ equity.  Included within available for sale fixed maturity securities are insurance linked securities and convertible debt securities.  The changes in fair values of insurance-linked securities and portions of the changes in fair values of convertible debt securities are reflected as a component of net realized gains (losses).


- 5 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)

With respect to other than temporary impairment of investments, if a fixed maturity security is in an unrealized loss position and the Company has the intent to sell the fixed maturity security, or it is more likely than not that the Company will have to sell the fixed maturity security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to net realized losses on investments in the consolidated statements of operations.   For impaired fixed maturity securities that the Company does not intend to sell or it is more likely than not that the Company will not have to sell such securities, but the Company expects that it will not fully recover the amortized cost basis, the credit component of the other-than-temporary impairment is recognized in net realized losses on investments in the consolidated statements of operations and the non-credit component of the other-than-temporary impairment is recognized directly in shareholders’ equity (accumulated other comprehensive income).

- 5 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The credit component of an other-than-temporary impairment is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed maturity security.  Furthermore, unrealized losses caused by non-credit related factors related to fixed maturity securities for which the Company expects to fully recover the amortized cost basis continue to be recognized in accumulated other comprehensive income.
 
The unrealized net gains or losses (net of applicable tax effect) related to equity securities are reflected directly in shareholders’ equity, unless a decline in value is determined to be other-than-temporary, in which case the loss is charged to income.  In determining if and when a decline in market value below cost is other-than-temporary, an objective analysis is made of each individual security where current market value is less than cost.  For any equity security where the unrealized loss exceeds 20% of original or adjusted cost, and where that decline has existed for a period of at least six months, the decline is treated as an other-than-temporary impairment, subject to an evaluation as to possible future recovery.  Additionally, the Company takes into account any known subjective information in evaluating for impairment without consideration to the Company’s quantitative criteria defined above.

Reclassification:  Certain prior period balances have been reclassified to conform to the current period presentation and are of a normal recurring nature.
 















(Space intentionally left blank)


 
- 6 -

 

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(2) Investments:
The following is a summary of available-for-sale securities at March 31,June 30, 2011 and December 31, 2010:

             Net          Net 
    Cost or  Gross  Gross  Unrealized   Cost or Gross Gross  Unrealized 
 Fair  Amortized  Unrealized  Unrealized  Gains Fair Amortized Unrealized Unrealized  Gains 
 Value  Cost  Gains  Losses  (Losses) Value Cost Gains Losses  (Losses) 
March 31, 2011:               
June 30, 2011:           
U.S. government obligations $54,798  $54,751  $79  $(32) $47 $57,738 $57,584 $172 $(18) $154 
Government sponsored entities  2,876   2,880   6   (10)  (4) 1,688  1,680  8  -   8 
Residential mortgage-backed securities  30,851   30,288   834   (271)  563  28,964  28,459  867  (362)  505 
Commercial mortgage-backed securities  15,421   15,232   224   (35)  189  18,866  18,759  269  (162)  107 
States and political                                    
subdivisions obligations  202,579   202,074   969   (464)  505  191,416  190,006  1,423  (13)  1,410 
Corporate securities  88,581   87,045   2,079   (543)  1,536  93,336  91,702  1,915  (281)  1,634 
Foreign government obligations  21,562   21,005   595   (38)  557  25,168  24,353  906  (91)  815 
Total fixed maturities  416,668   413,275   4,786   (1,393)  3,393  417,176  412,543  5,560  (927)  4,633 
Equity securities:                                    
Financial institutions  12,482   5,390   7,150   (58)  7,092  11,227  5,030  6,270  (73)  6,197 
Industrial & Miscellaneous  91,715   44,085   48,298   (668)  47,630  93,706  46,511  48,098  (903)  47,195 
Total equity securities  104,197   49,475   55,448   (726)  54,722  104,933  51,541  54,368  (976)  53,392 
Total available-for-sale securities $520,865  $462,750  $60,234  $(2,119)  58,115 $522,109 $464,084 $59,928 $(1,903)  58,025 
                                    
          Applicable federalincome taxes   (20,340)         Applicable federal income taxes   (20,309)
                                    
          Net unrealized gains - net of tax  $37,775          Net unrealized gains - net of tax  $37,716 
                                    
December 31, 2010:                                    
U.S. government obligations $62,998  $62,882  $150  $(34) $116 $62,998 $62,882 $150 $(34) $116 
Government sponsored entities  3,324   3,325   7   (8)  (1) 3,324  3,325  7  (8)  (1)
Residential mortgage-backed securities  37,101   36,513   847   (259)  588  37,101  36,513  847  (259)  588 
Commercial mortgage-backed securities  14,714   14,417   405   (108)  297  14,714  14,417  405  (108)  297 
States and political                                    
subdivisions obligations  192,706   192,236   1,006   (536)  470  192,706  192,236  1,006  (536)  470 
Corporate securities  84,417   83,121   1,931   (635)  1,296  84,417  83,121  1,931  (635)  1,296 
Foreign government obligations  20,294   20,095   354   (155)  199  20,294  20,095  354  (155)  199 
Total fixed maturities  415,554   412,589   4,700   (1,735)  2,965  415,554  412,589  4,700  (1,735)  2,965 
Equity securities:                                    
Financial institutions  11,477   4,945   6,559   (27)  6,532  11,477  4,945  6,559  (27)  6,532 
Industrial & Miscellaneous  85,180   42,532   42,947   (299)  42,648  85,180  42,532  42,947  (299)  42,648 
Total equity securities  96,657   47,477   49,506   (326)  49,180  96,657  47,477  49,506  (326)  49,180 
Total available-for-sale securities $512,211  $460,066  $54,206  $(2,061)  52,145 $512,211 $460,066 $54,206 $(2,061)  52,145 
                                    
          Applicable federal income taxes   (18,251)         Applicable federal income taxes   (18,251)
                                    
          Net unrealized gains - net of tax  $33,894          Net unrealized gains - net of tax  $33,894 

 
- 7 -

 

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The Company has no other-than-temporarily impaired fixed maturity securities at March 31,June 30, 2011.  Additionally, the Company had no other-than-temporary impairment losses relating to fixed maturity securities recognized in accumulated other comprehensive income as of March 31,June 30, 2011 and December 31, 2010.

The following table summarizes, for fixed maturity and equity security investments in an unrealized loss position at March 31,June 30, 2011 and December 31, 2010, respectively, the aggregate fair value and gross unrealized loss categorized by the duration those securities have been continuously in an unrealized loss position.

 March 31, 2011  December 31, 2010  June 30, 2011  December 31, 2010 
 Number of Securities  Fair Value  Gross Unrealized Loss  Number of Securities  Fair Value  Gross Unrealized Loss  Number of Securities  Fair Value  Gross Unrealized Loss  Number of Securities  Fair Value  Gross Unrealized Loss 
Fixed maturity securities:                                    
12 months or less  191  $126,576  $(1,162)  214  $152,505  $(1,525)  107  $58,790  $(676)  214  $152,505  $(1,525)
Greater than 12 months  15   6,053   (231)  16   5,460   (210)  9   2,297   (251)  16   5,460   (210)
Total fixed maturities  206   132,629   (1,393)  230   157,965   (1,735)  116   61,087   (927)  230   157,965   (1,735)
Equity securities:                                                
12 months or less  9   3,783   (214)  3   1,676   (66)  12   4,395   (255)  3   1,676   (66)
Greater than 12 months  7   2,144   (512)  7   2,394   (260)  11   2,347   (721)  7   2,394   (260)
Total equity securities  16   5,927   (726)  10   4,070   (326)  23   6,742   (976)  10   4,070   (326)
Total fixed maturity and equity securities  222  $138,556  $(2,119)  240  $162,035  $(2,061)  139  $67,829  $(1,903)  240  $162,035  $(2,061)
 

The fair value and the cost or amortized cost of fixed maturity investments, at March 31,June 30, 2011, by contractual maturity, are shown below.  Actual maturities may ultimately differ from contractual maturities because borrowers have, in some cases, the right to call or prepay obligations with or without call or prepayment penalties. Pre-refunded municipal bonds are classified based on their pre-refunded call dates.

 Fair Value  Cost or Amortized Cost  Fair Value  Cost or Amortized Cost 
            
One year or less $133,756  $133,352  $106,229  $105,712 
Excess of one year to five years  204,466   202,500   241,396   238,246 
Excess of five years to ten years  18,520   18,170   15,417   15,162 
Excess of ten years  13,654   13,733   6,304   6,205 
Total maturities  370,396   367,755   369,346   365,325 
Mortgage-backed securities  46,272   45,520   47,830   47,218 
 $416,668  $413,275  $417,176  $412,543 



 
- 8 -

 

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

Following is a summary of the components of net realized gains (losses) on investments for the periods presented in the accompanying statements of income.

 Three Months Ended  Three Months Ended  Six Months Ended 
 March 31  June 30  June 30 
 2011  2010  2011  2010  2011  2010 
Fixed maturities:                  
Gross gains $997  $952  $1,161  $888  $2,158  $1,840 
Gross losses  (1,467)  (427)  (402)  (256)  (1,869)  (683)
Net gains (losses)  (470)  525 
Net gains  759   632   289   1,157 
                        
Equity securities:                        
Gross gains  1,031   1,196   1,198   1,034   2,229   2,230 
Gross losses  (491)  (477)  (283)  (239)  (773)  (715)
Net gains  540   719   915   795   1,456   1,515 
                        
Limited partnerships - net gain (loss)  (1,539)  1,945 
Limited partnerships - net loss  (3,637)  (4,285)  (5,177)  (2,340)
                
                        
Total net gains (losses) $(1,469) $3,189  $(1,963) $(2,858) $(3,432) $332 




Gain and loss activity for investments, as shown in the previous table, include adjustments for other-than-temporary impairmentare further detailed as summarized below:follows:

 Three Months Ended  Three Months Ended  Six Months Ended 
 March 31  June 30  June 30 
 2011  2010  2011  2010  2011  2010 
                  
Realized net gains (losses) on the disposal of securities $408  $1,244  $1,636  $1,442  $2,044  $2,687 
Mark-to-market adjustment  (802)  -   156   -   (645)  - 
Equity in earnings (losses) of limited partnership        
Equity in (losses) of limited partnership                
investments - realized and unrealized  (1,539)  1,945   (3,637)  (4,285)  (5,177)  (2,340)
Impairment:                        
�� Write-downs based upon objective criteria  (118)  (15)  (118)  (15)
Recovery of prior write-downs                        
upon sale or disposal  464   -   -   -   464   - 
                
Totals $(1,469) $3,189  $(1,963) $(2,858) $(3,432) $332 


The mark-to-market adjustments in the table above represent the changes in fair value of (1) options embedded in convertible debt securities and (2) insurance-linked securities held by the Company.

The net loss from limited partnerships for the quarter ending March 31, 2011 includes an estimated $4,491 of unrealized losses reported to the Company as part of the underlying assets of the various limited partnerships.  Shareholders’ equity at March 31, 2011 includes approximately $28,634, net of deferred federal income taxes, of earnings undistributed by limited partnerships.


 
- 9 -

 

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The net loss from limited partnerships for the quarter and year-to-date ending June 30, 2011 includes an estimated $2,708 and $7,199, respectively, of unrealized losses reported to the Company as part of the underlying assets of the various limited partnerships.  The value of limited partnerships at June 30, 2011 includes approximately $9.2 million of unrealized gains reported to the Company as part of the underlying assets of the various limited partnerships. Shareholders’ equity at June 30, 2011 includes approximately $26,271, net of deferred federal income taxes, of earnings undistributed by limited partnerships.

(3) Reinsurance:
The following table summarizes the Company’s transactions with reinsurers for the 2011 and 2010 comparative periods.

 
  2011  2010 
Quarter ended March 31:      
   Premiums ceded to reinsurers $21,007  $17,153 
   Losses and loss expenses ceded to reinsurers  11,080   (1,950)
   Commissions from reinsurers  2,717   2,064 

  2011  2010 
Quarter ended June 30:      
   Premiums ceded to reinsurers $21,438  $17,666 
   Losses and loss expenses        
      ceded to reinsurers  14,376   118 
   Commissions from reinsurers  2,597   2,430 
         
Six months ended June 30:        
   Premiums ceded to reinsurers  42,445   34,819 
   Losses and loss expenses        
      ceded to reinsurers  25,829   (1,831)
   Commissions from reinsurers  5,315   4,494 


(4) Comprehensive Income or Loss:
Net comprehensive loss for the quarter ended March 31,June 30, 2011 was $11,090$5,502 and compares to net comprehensive incomeloss of $4,622$5,234 for the quarter ended March 31,June 30, 2010.  For the first six months ended June 30, 2011, net comprehensive loss was $16,592 and compares to net comprehensive loss of $612 for the first six months ended June 30, 2010.

(5) Reportable Segments:
The Company has two reportable business segments in its operations:  Property and Casualty Insurance and Reinsurance.

The Property and Casualty Insurance segment provides multiple line insurance coverage primarily to fleet transportation companies as well as to independent contractors who contract with fleet transportation companies.  In addition, the Company provides private passenger automobile products to individuals, and writes commercial multi-peril and professional liability products on a limited basis.

- 10 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The Reinsurance segment accepts property and casualty cessions from other insurance companies as well as retrocessions from selected reinsurance companies, principally reinsuring against catastrophes.  In addition, the Reinsurance segment accepts selected professional liability cessions from other insurance companies.

The following table provides certain revenue and profit and loss information for each reportable segment.  All amounts presented are computed based upon U.S. generally accepted accounting principles.Generally Accepted Accounting Principles.  Segment profit for Property and Casualty Insurance includes the direct marketing agency operations conducted by the parent company for this segment and is computed after elimination of inter-company commissions.


- 10 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)



 2011  2010  2011  2010 
 Direct and Assumed Premium Written  Net Premium Earned  Segment Profit (Loss)  Direct and Assumed Premium Written  Net Premium Earned  Segment Profit (Loss)  Direct and Assumed Premium Written  Net Premium Earned  Segment Profit (Loss)  Direct and Assumed Premium Written  Net Premium Earned  Segment Profit (Loss) 
Three months ended March 31:                  
                  
Three months ended June 30:                  
                  
Property and Casualty Insurance $72,104  $45,518  $1,452  $65,610  $41,077  $7,124  $67,309  $47,352  $6,147  $61,153  $44,231  $6,715 
Reinsurance  13,027   12,083   (22,748)  11,808   10,089   (10,052)  15,722   14,992   (12,470)  9,580   9,292   2,440 
                                                
Totals $85,131  $57,601  $(21,296) $77,418  $51,166  $(2,928) $83,031  $62,344  $(6,323) $70,733  $53,523  $9,155 
                        
Six months ended June 30:                        
                        
Property and Casualty Insurance $139,413  $92,870  $7,600  $126,763  $85,308  $13,838 
Reinsurance  28,749   27,075   (35,219)  21,388   19,381   (7,612)
                        
Totals $168,162  $119,945  $(27,619) $148,151  $104,689  $6,226 

 
The following table reconciles reportable segment loss to the Company’s consolidated loss before federal income benefits, respectively.

 
 Three Months Ended  Three Months Ended  Six Months Ended 
 March 31  June 30  June 30 
 2011  2010  2011  2010  2011  2010 
Loss:      
Segment loss $(21,296) $(2,928)
Profit (Loss):            
Segment profit (loss) $(6,323) $9,155  $(27,619) $6,226 
Net investment income  2,653   3,024   2,644   2,944   5,297   5,968 
Net gains (losses) on investments  (1,469)  3,189   (1,963)  (2,858)  (3,432)  332 
Corporate expenses  (3,605)  (3,534)  (3,050)  (2,638)  (6,655)  (6,172)
Loss before federal income benefits $(23,717) $(249)
Income (loss) before federal income taxes $(8,692) $6,603  $(32,409) $6,354 


Segment lossprofit (loss) includes both net premiums earned and fees and other income (loss) associated with the business conducted by the segment.


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Notes to Condensed Unaudited Consolidated Financial Statements (continued)

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.



(6) Loans to Employees:
From 2000 through 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.  Principal and interest totaling $1,364$1,381 relating to such loans remains outstanding at March 31,June 30, 2011 and carry interest rates 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.



- 11 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(7) Debt:
The Company hashad $10,000 outstanding as of March 31,June 30, 2011 and $15,000 outstanding as of December 31, 2010, under a revolving line of credit which expires JuneSeptember 23, 2011.  Borrowings under the line carriescarry variable interest rates which range from .75%.69% to .81%, and averaged .80%.73% at March 31,June 30, 2011.  The Company has $10,000 remaining unused under the revolving line of credit at March 31,June 30, 2011.  The borrowings were used principally for treasury stock repurchases and extra dividend payments made in 2010.payments.

(8) Taxes:
As of March 31,June 30, 2011, the Company’s 2005 and subsequent tax years remain subject to examination by the IRS.  The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.












(Space intentionally left blank)




 
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Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(9) Fair Value:
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis:

As of March 31, 2011:            
As of June 30, 2011:            
                        
Description Total  Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3 
                        
U.S. government obligations $54,798  $54,798  $-  $-  $57,738  $57,738  $-  $- 
Government sponsored entities  2,876   -   2,876   -   1,688   -   1,688   - 
Residential mortgage-backed securities  30,851   -   30,851   -   28,964   -   28,964   - 
Commercial mortgage-backed securities  15,421   -   15,421   -   18,866   -   18,866   - 
States and political                                
subdivisions obligations  202,579   -   202,579   -   191,416   -   191,416   - 
Corporate securities  88,581   -   72,925   15,656   93,336   -   76,482   16,854 
Foreign government obligations  21,562   -   21,562   -   25,168   -   25,168   - 
Total fixed maturities  416,668   54,798   346,214   15,656   417,176   57,738   342,584   16,854 
Equity securities  104,197   104,197   -   -   104,933   104,933   -   - 
Short term  4,556   4,346   210       4,308   4,308   -     
Cash equivalents  34,760   -   34,760   -   58,240   -   58,240   - 
 $560,181  $163,341  $381,184  $15,656  $584,657  $166,979  $400,824  $16,854 



As of December 31, 2010:            
             
Description Total  Level 1  Level 2  Level 3 
             
U.S. government obligations $62,998  $62,998  $-  $- 
Government sponsored entities  3,324   -   3,324   - 
Residential mortgage-backed securities  37,101   -   37,101   - 
Commercial mortgage-backed securities  14,714   -   14,714   - 
   States and political                
       subdivisions obligations  192,706   -   192,706   - 
Corporate securities  84,417   -   67,175   17,242 
Foreign government obligations  20,294   -   20,294   - 
      Total fixed maturities  415,554   62,998   335,314   17,242 
Equity securities  96,657   96,657   -   - 
Short term  4,225   4,021   204     
Cash equivalents  41,385   -   41,385   - 
  $557,821  $163,676  $376,903  $17,242 


 
- 13 -

 

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

Level inputs, as defined by FASB Fair Value Measurements, are as follows:

Level Input:  Input Definition:
   
Level 1  Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
   
Level 2  Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.
   
Level 3  Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.


Quoted market prices are obtained for investment securities whenever possible.  Where quoted market prices are not available, fair values are estimated using present value or other valuation techniques.  These techniques are significantly affected by our assumptions, including discount rates and estimates of future cash flows.  Potential taxes and other transaction costs have not been considered in estimating fair values.

The Level 3 assets consist of an investment portfolio of insurance-linked securities.  The insurance-linked securities are valued using the average of estimated market quotes from multiple insurance-linked securities brokers.  The broker quotes include Level 3 inputs which are significant to the valuation of the insurance-linked securities. A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows for the threesix months ended March 31,June 30, 2011 and the year ended December 31, 2010:

  2011  2010 
Beginning of period balance $17,242  $14,887 
Total gain or losses (realized or unrealized)        
Included in earnings (or changes in net assets)  (525)  1,938 
Included in other comprehensive income  -   (397)
Purchases, issuances, and settlements  (1,061)  814 
Transfers in and/or out of Level 3  -   - 
End of period balance $15,656  $17,242 


Quoted market prices are obtained for these disclosures whenever possible.  Where quoted market prices are not available, fair values are estimated using present value or other valuation techniques.  These techniques are significantly affected by our assumptions, including discount rates and estimates of future cash flows.  Potential taxes and other transaction costs have not been considered in estimating fair values.
  2011  2010 
Beginning of period balance $17,242  $14,887 
Total gain or losses (realized or unrealized)        
Included in earnings (or changes in net assets)  60   1,938 
Included in other comprehensive income  -   (397)
Purchases  5,522   9,136 
Settlements  (5,261)  (8,322)
Transfers in and/or out of Level 3  (709)  - 
End of period balance $16,854  $17,242 


Non-financial instruments such as real estate, property and equipment, other assets, deferred income taxes and intangible assets, and certain financial instruments such as policy reserve
liabilities are excluded from the fair value disclosures.  Therefore, the fair value amounts cannot be aggregated to determine the underlying economic value to the Company.

 
- 14 -

 

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivables, reinsurance recoverable, notes receivable, accounts payable and accrued expenses, income taxes receivable or payable, short term borrowings and unearned income approximate fair value because of the short term nature of these items.

There were no significant transfers of assets between level 1 and level 2 during the threesix months ended March 31,June 30, 2011 and 2010.

Transfers between levels, if any, are recorded as of the beginning of the reporting period.

(10) Restricted Stock:
Effective May 4, 2010, the Company issued a total of 17,754 shares of class B restricted stock to the Company’s outside directors.  These restricted shares became fully vested on May 4, 2011.  These shares represent the annual retainer compensation for outside directors for the period July 1, 2010 through June 30, 2011 and will vest on May 4, 2011.  Vesting will be accelerated only on the condition of death, disability, or change in control of the Company.  Each restricted share iswas valued at $24.78 per share representing a total value of $440.  Compensation expense related to the above stock grant is to bewas recognized over the period in which the directors renderrendered the services which will also coincide with the vesting period.services.

Effective February 9, 2011, the Company issued a total of 14,473 shares of class B restricted stock to certain of the Company’s executives.  The restricted shares will be paid solely in the Company’s class B stock.  The restricted shares represent compensation to the executives under the Company’s 2010 Executive Incentive Bonus Plan.Plan which will be paid solely in the Company’s class B stock.  The restricted shares will vest ratably over a three year period from the date of grant and are accelerated for retirement eligible recipients due to the non-substantive post-grant date vesting clause per ASC 715, Compensation-Retirement Benefits.  Restricted stock was valued based on the closing price of the stock on the day the award was granted. Each share was valued at $23.39 per share representing a total value of $339.  Non-vested restricted shares will be forfeited should an executive’s employment terminate for any reason other than death, disability, or retirement as defined by the Compensation Committee.

Effective May 10, 2011, the Company issued a total of 19,558 shares of class B restricted stock to the Company’s outside directors.  These restricted shares represent the annual retainer compensation for outside directors for the period July 1, 2011 through June 30, 2012 and will vest on May 10, 2012.  Vesting will be accelerated only on the condition of death, disability, or change in control of the Company.  Each restricted share is valued at $22.50 per share representing a total value of $440.  Compensation expense related to the above stock grant is to be recognized over the period in which the directors render the services which will also coincide with the vesting period.


- 15 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(11) Subsequent Events:
We have evaluated subsequent events for recognition or disclosure in the consolidated financial statements filed on Form 10-Q with the SEC and no events have occurred during the period which require recognition or disclosure.


- 15 -


Notes to Condensed Unaudited Consolidated Financial Statements (continued)


(12) Pending Accounting Standards:
In October 2010, the FASB issued updated guidance to address the diversity in practice for the accounting for costs associated with acquiring or renewing insurance contracts. This guidance modifies the definition of acquisition costs to specify that a cost must be directly related to the successful acquisition of a new or renewal insurance contract in order to be deferred. If application of this guidance would result in the capitalization of more acquisition costs than had previously been capitalized by a reporting entity, the entity may elect not to capitalize the additional costs. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2011. We are currently evaluating the impact the adoption of the guidance effective January 1, 2012, will have on our consolidated financial statements.  We expect no significant adjustments.
In May 2011, the FASB issued updated accounting guidance that changes the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between GAAP and International Financial Reporting Standards.  The guidance also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs.  We are currently evaluating the impact that the adoption of the guidance effective January 1, 2012, will have on our consolidated financial statements.

In June 2011, the FASB issued revised accounting guidance that eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity.  Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  The guidance will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted.  This new guidance is to be applied retrospectively.  We have not adopted this guidance and currently we are evaluating the impact that our adoption of this guidance will have on the presentation of our consolidated financial statements.



 
- 16 -

 

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. For the first threesix months of 2011, the Company experienced positive cash flow from operations totaling $6.6$26.8 million which compares to positive cash flow from operations of $11.7$24.8 million generated during the first threesix months of 2010.  The $5.1$2.0 million decreaseincrease in cash flow from the 2010 period is primarily due to the timing of settlements of balances with producing agents and brokers and reinsurers.higher net premium volume.

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, using contractual maturities applied to par value, was 4.43.9 years at March 31,June 30, 2011, which is substantially shorter than the Company’s liability average life.

Financing activity for the first threesix months of 2011 included regular dividend payments to shareholders of $3.7$7.5 million ($.25.50 per share) and the repayment of $5.0 million under the Company’s line of credit.

The Company’s assets at March 31,June 30, 2011 included $34.8$58.2 million in investments classified as cash equivalents that were readily convertible to cash without significant market penalty.  An additional $137.7$110.1 million of fixed maturity investments will mature within the twelve-month period following March 31,June 30, 2011.   The Company believes that these liquid investments are more than sufficient to provide for projected claim payments and operating cost demands.

Consolidated shareholders’ equity is composed largely of GAAP shareholders’ equity of the insurance subsidiaries.  As such, there are statutory restrictions on the transfer of substantial portions of this equity to the parent holding company.  At March 31,June 30, 2011, $52.9$48.9 million may be transferred by dividend or loan to the parent company during the remainder of 2011 without approval by, or prior notification to, regulatory authorities.  An additional $219.9$213.6 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 restrictions pose no material liquidity concerns to the Company.  The Company also believes that the financial strength and stability of the subsidiaries would permit ready access by the parent

 
- 17 -

 

the parent Companycompany to short-term and long-term sources of credit.  The parent company had cash and marketable securities valued at $4.4$5.2 million at March 31,June 30, 2011.

The Company’s annualized premium writing to surplus ratio for the first threesix months of 2011 was approximately 71%75%.  Regulatory guidelines generally allow for writings of at least 100% 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 several times higher than the minimum amounts designated by the National Association of Insurance Commissioners.

Results of Operations

Comparison of FirstSecond Quarter, 2011 to FirstSecond Quarter, 2010

Net premiums written during the firstsecond quarter of 2011 increased $7.7$12.3 million (10.0%(17.4%) and net premiums earned increased $6.4$8.8 million (12.6%(16.5%) as compared to the same period of 2010.  The Company’s Property and Casualty Insurance segment reported an increase in earned premiums of 10.8%7.1% while the Reinsurance segment reported an increase of 19.8%61.3%.  These changes are in line with expectations and result from product expansion and continuing marketing efforts inIn the Property and Casualty Insurance segment, Fleet transportation and Professional Liability were the main sources of the overall increase.  An expected increase in reinsurance earned premium from program changesprofessional liability offerings was the primary source of the overall increase in the Reinsurance segment andwith the introduction of professional liability reinsurance as a new product in 2010.remainder attributable to reinstatement premium associated with property catastrophe events.  The following table provides information regarding premiums written and earned for each segment for the quarter ended March 31June 30 (dollars in thousands):


 Direct and Assumed Premium Written  Net Premium Written  Net Premium Earned 
          Direct and Assumed Premium Written  Net Premium Written  Net Premium Earned 
2011                  
Property and Casualty Insurance $72,104  $49,682  $45,518 
         
Property & Casualty Insurance $67,309  $49,247  $47,352 
Reinsurance  13,027   12,549   12,083   15,722   15,244   14,992 
            
Totals $85,131  $62,231  $57,601  $83,031  $64,491  $62,344 
                        
2010            
                        
2010            
Property and Casualty Insurance $65,610  $50,335  $41,077 
Property & Casualty Insurance $61,153  $38,635  $44,231 
Reinsurance  11,808   11,496   10,089   9,580   9,267   9,292 
            
Totals $77,418  $61,831  $51,166  $70,733  $47,902  $53,523 


Premium ceded to reinsurers on insurance business produced by the Property and Casualty Insurance segment averaged 32.8%28.8% of premium earned for the current quarter compared to 28.6%32.8% a year earlier reflecting higher reinsurance utilizationwith the reduction primarily reflective of retentions by the Company on new products as well as portionsnewer lines of fleet transportation business.

 
- 18 -

 


Net investment income, before tax, during the firstsecond quarter of 2011 was 12.3%10.2% lower than the firstsecond quarter of 2010 due primarily to lower available interest rates for bonds.  Pre-tax yields averaged 2.5%2.4% during the current quarter compared to 2.7% for the prior year period.  Overall after-tax yields decreased from 2.1% to 1.8%.  The short term nature of the Company’s fixed income portfolio causes changes in available yields to be quickly reflected in investment income.

The firstsecond quarter 2011 net realized investment losses of $1.5$2.0 million resulted primarily from $3.6 million losses onreported by limited partnerships, while other activity netted to essentially zero.partially offset by $1.6 million in investment gains on direct trading of securities.  Mark-to-market and other-than-temporary impairment adjustments were not significant for the quarter.  Comparative firstsecond quarter 2010 investment gainslosses were $3.2$2.9 million.  Investment gains result from decisions regarding the sale of individual securities and the change in total value of limited partnerships and, as such, are not expected to be consistent from period to period.

Losses and loss expenses incurred during the firstsecond quarter of 2011 were $22.6$24.0 million higher than that experienced during the firstsecond quarter of 2010 due primarily to $23.9 million in propertylarge reinsurance losses related to earthquakescatastrophic tornados in JapanAlabama and Missouri occurring in the quarter as well as increased estimates of first quarter catastrophic losses in New Zealand and flooding in Australia occurring in the quarter.  The first quarter of 2010 experienced $18.1 million in large catastrophe losses.  In addition, fleet transportation losses were higher than normal in the current quarter while the first quarter of 2010 losses in this product group were more favorable than normal.Japan.  The loss ratios for each segment were as follows:

2011 2010 2011  2010 
Property and Casualty Insurance74.7 59.4  66.2%   60.8% 
Reinsurance262.3 184.6  159.0   46.0 
Total114.0 84.1  88.5   58.2 

The impact of major catastrophic losses recorded in the second quarter added approximately 110 points to the Reinsurance segment loss ratio and 26 points to the total loss ratio for the quarter.  No major catastrophic events occurred during the second quarter of 2010.

Other operating expenses, for the firstsecond quarter of 2011, increased $2.1$0.6 million, or 13%3.4%, from the firstsecond quarter of 2010.  The majority of this increase relates to higher gross commissions expense on increased premium volume.  The ratio of consolidated other operating expenses to operating revenue remained relatively flat at 29.8%decreased to 27.2% during the firstsecond quarter of 2011 compared to 29.2%30.1% for the 2010 firstsecond quarter.

The effective federal tax on consolidated income for the firstsecond quarter of 2011 was a $3.2 million benefit.  The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

As a result of the factors mentioned above, most notably the catastrophic property losses, net income decreased $10.5 million during the second quarter of 2011 as compared to the 2010 period.



- 19 -


Comparisons of Six Months Ended June 30, 2011 to Six Months Ended June 30, 2010

Direct premiums written during the first six months of 2011 were 13.5% higher than the 2010 period and net premiums earned increased a similar 14.6% compared to the same period of 2010.  The Company’s Property and Casualty Insurance and Reinsurance segments reported earned premium increases of 8.9% and 39.7%, respectively, for the same reasons noted in the second quarter comparison above.    The following table provides information regarding premiums written and earned for major product lines for the six months ended June 30 (dollars in thousands):


  Direct and Assumed Premium Written  Net Premium Written  Net Premium Earned 
2011         
          
Property & Casualty Insurance $139,413  $98,929  $92,870 
Reinsurance  28,749   27,793   27,075 
             
Totals $168,162  $126,722  $119,945 
             
2010            
             
Property & Casualty Insurance $126,763  $88,970  $85,308 
Reinsurance  21,388   20,763   19,381 
             
Totals $148,151  $109,733  $104,689 


Premium ceded to reinsurers on insurance business produced by the Property and Casualty Insurance segment averaged 29.0% of premium earned for the current year period compared to 29.8% a year earlier, the decrease reflective of the impact of newer products.

Net investment income, before tax, during the first six months of 2011 was 11.2% lower than the first six months of 2010 for the same reasons noted in the quarterly comparison.  Pre-tax yields averaged 2.4% during the current period compared to 2.7% for the prior year period.  Overall after-tax yields decreased from 2.1% to 1.8%.

Net realized investment losses for the first six months of 2011 were $3.4 million, resulting primarily from $5.2 million in losses reported by limited partnerships, partially offset by a $2.5 million gain on direct trading securities.  Mark-to-market and other-than-temporary impairment adjustments were not material during the period.  Realized investment gains were only $0.3 million for the same period in 2010; however, investment gains occur based on decisions regarding the sale of individual securities and the change in total value of limited partnerships and, as such, are not expected to be consistent from period to period.

Losses and loss expenses incurred during the first six months of 2011 were $46.7 million higher than that experienced during the first six months of 2010 with the majority of the increase attributable to catastrophe losses from major earthquakes in Japan and New Zealand, excessive
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flooding in Australia and tornados in Alabama and Missouri.  Loss ratios for each of the Company’s major product lines were as follows:

  2011  2010 
Property & Casualty Insurance  70.3%   60.1% 
Reinsurance  205.1   118.1 
Total  100.7   70.9 


While the first half of 2010 also included significant catastrophic losses, the magnitude of the 2011 losses was much greater.  The approximate impact on the above loss ratios of major catastrophic events was:
2011           Reinsurance segment                                     152 %
2011           Total                                           33 %
2010           Reinsurance segment                                       99 %
2010           Total                                                                   17 %

Other operating expenses, for the first six months of 2011, increased $2.7 million, or 7.9%, from the 2010 six-month period.  The majority of this increase relates to expenses that vary directly with increased premium volume.  The ratio of consolidated other operating expenses to operating revenue declined to 28.5% during the 2011 period compared to 29.7% for the 2010 period.

The effective federal tax on consolidated income for the first six months of 2011 was an $8.5$11.7 million benefit.  The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

As a result of the factors mentioned above, net income decreased $15.7by $26.2 million during the first quarter of 2011 as compared towith the 2010 period.




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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.  Readers are

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encouraged to review the Company’s annual report for its full statement regarding forward-looking information.


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, 2010.



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, 2011, amounts due from reinsurers on paid and unpaid losses, are estimated to total approximately $126$134 million.  Of this total, approximately $60$57 million (48%(43%) represents the Company’s provision for incurred but not reported losses and loss adjustment expenses attributable to reinsurers.  Because of the large policy limits reinsured by the Company, the ultimate amount of incurred but not reported losses and loss adjustment expenses attributable to reinsurers could vary significantly from the estimate provided; however, such variance would not result in changes in net claim losses incurred by the Company.

At March 31,June 30, 2011, limited partnership investments include approximately $54.6$52.1 million consisting of three partnerships which are managed by organizations in which certain of the Company’s directors are officers, directors, general partners or owners.  Each of these investments contains profit sharing agreements to the affiliated organizations.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk since the disclosure in our Form 10-K for the year ended December 31, 2010.


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.

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(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.


 
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PART II – OTHER INFORMATION


ITEM 5. OTHER INFORMATION

Nothing to report.At our Annual Meeting of Shareholders held on May 10, 2011, shareholders voted on the following proposals:


     WITHHOLD 
  FOR AGAINST  (ABSTAIN) 
Advisory vote to approve executive compensation      2,178,435            149                 2,100 
Advisory vote to set the frequency of shareholder votes to approve executive compensation as annually      2,125,334            52,501                 2,849 
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011      2,180,683                 1                   0 

Election of Directors: All presently serving directors were reelected in an uncontested election.

Each of the above matters submitted to a vote of shareholders was described in greater detail in the definitive proxy soliciting materials which were sent to shareholders and were filed with the Commission on April 4, 2011.
ITEM 6 (a)  EXHIBITS

Number and caption from Exhibit


 Table of Regulation S-K Item 601Table of Regulation S-K Item 601                                                                                                 Exhibit No.
 (31.1)   Certification of CEOEXHIBIT 31.1
pursuant to Section 302 of theCertification of CEO
Sarbanes-Oxley Act of 2002
 (31.2)Certification of CFOEXHIBIT 31.2
pursuant to Section 302 of theCertification of CFO
Sarbanes-Oxley Act of 2002
 (32)Certification of CEO and CFO  EXHIBIT 32
pursuant to 18 U.S.C. 1350, asCertification of CEO and CFO 
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002


(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)         Certification of CEO and CFO                                                              EXHIBIT 32
pursuant to 18 U.S.C. 1350, as                                                                           Certification of CEO and CFO
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002



 
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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.






 BALDWIN & LYONS, INC.





                                      Date  August 15, 2011                                                                  By  /s/ Joseph J. DeVito
                                                                                           
 Date     May 10, 2011By   
/s/ Joseph J. DeVito
Joseph J. DeVito, CEO and President
 Date     May 10, 2011 By
/s/ G. Patrick Corydon                                                          
G. Patrick Corydon,
Executive Vice President – Finance
(Principal Financial and
Accounting Officer)





                                                                                                                                Date  August 15, 2011                                                                    By /s/ G. Patrick Corydon
                                                                                                                                                                                                                                               G. Patrick Corydon,
                                                                                                                                                                                                                                               Executive Vice President – Finance
                                                                  (Principal Financial and













                                                             Accounting Officer)




 
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BALDWIN & LYONS, INC.

Form 10-Q for the fiscal quarter ended March 31,June 30, 2011



INDEX TO EXHIBITS

 Begins on sequential
 page number of Form
 Exhibit Number 10-Q
 EXHIBIT 31.1 25
 Certification of CEO
 pursuant to Section 302 of the
Sarbanes-Oxley Act
 EXHIBIT 31.2 27
Certification of CFO
 pursuant to Section 302 of the
 Sarbanes-Oxley Act
 EXHIBIT 32 29
 Certification of CEO and CFO
 pursuant to 18 U.S.C. 1350,
 as adopted pursuant to Section
 906 of the Sarbanes-Oxley Act



                            Begins on sequential
                            page number of Form
Exhibit Number          10-Q           


                             EXHIBIT 31.1                                                             electronically filed herewith
                              Certification of CEO
                              pursuant to Section 302 of the
                              Sarbanes-Oxley Act

                             EXHIBIT 31.2                                                             electronically filed herewith
Certification of CFO
                              pursuant to Section 302 of the
                              Sarbanes-Oxley Act

                             EXHIBIT 32                                                              electronically filed herewith
                              Certification of CEO and CFO
                              pursuant to 18 U.S.C. 1350,
                              as adopted pursuant to Section
                              906 of the Sarbanes-Oxley Act




 


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