SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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For Quarter Ended Commission file number
June 30, 2001 0-5534
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0160330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1099 North Meridian Street, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-9800
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of August 7, 2001:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,277,905
Class B (nonvoting) 9,807,911
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
June 30 December 31
2001 2000
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ASSETS
Investments:
Fixed maturities $ 229,729 $ 211,810
Equity securities 141,563 157,951
Short-term and other 21,268 40,176
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392,560 409,937
Cash and cash equivalents 32,658 32,814
Accounts receivable 26,173 25,279
Reinsurance recoverable 83,531 64,690
Notes receivable from employees 2,185 1,709
Current payable federal income taxes 389 -
Other assets 22,102 17,735
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$ 559,598 $ 552,164
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 189,074 $ 182,425
Reserves for unearned premiums 28,129 24,441
Accounts payable and accrued expenses 36,138 37,748
Deferred federal income taxes 10,523 12,547
Current payable federal income taxes - 1,003
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263,864 258,164
Shareholders' equity:
Common stock-no par value 646 649
Additional paid-in capital 36,325 36,416
Unrealized net gains on investments 31,883 36,237
Retained earnings 226,880 220,698
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295,734 294,000
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$ 559,598 $ 552,164
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Number of common and common
equivalent shares outstanding 12,191 12,245
Book value per outstanding share $24.26 $24.01
</Table>
See notes to condensed consolidated financial statements.
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30 June 30
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2001 2000 2001 2000
------------ ------------ ------------ ------------
REVENUES
Net premiums earned $ 21,531 $ 18,576 $ 40,568 $ 38,245
Net investment income 4,413 4,727 8,979 9,664
Realized net gains (losses) on investments (1,557) 3,828 4,981 8,294
Commissions and other income 1,059 1,293 1,986 2,124
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25,446 28,424 56,514 58,327
EXPENSES
Losses and loss expenses incurred 16,181 14,418 30,541 27,673
Other operating expenses 5,727 6,897 12,024 14,241
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21,908 21,315 42,565 41,914
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INCOME BEFORE FEDERAL INCOME TAXES 3,538 7,109 13,949 16,413
Federal income taxes 894 2,472 4,129 5,501
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NET INCOME $ 2,644 $ 4,637 $ 9,820 $ 10,912
========== ========== ========== ==========
PER SHARE DATA - BASIC AND DILUTED:
Income before realized net gains $ .30$
.17$ .54$
.43
Realized net gains (losses) on investments (.08)
.20 .26
.42
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NET INCOME $ .22$
.37$ .80$
.85
========== ========== ========== ==========
Dividends $ .10$
.10$ .20$
.20
========== ========== ========== ==========
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 12,147 12,433 12,161 12,742
Dilutive effect of options outstanding 81 93 81 96
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Average shares outstanding - diluted 12,228 12,526 12,242 12,838
========== ========== ========== ==========
</Table>
See notes to condensed consolidated financial statements.
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<Table>
<Caption>
Six Months Ended
June 30
2001 2000
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Net cash used in operating activities ($ 904) ($ 485)
Investing activities:
Purchases of long-term investments (97,243) (80,389)
Proceeds from sales or maturities
of long-term investments 88,430 111,273
Net sales of short-term investments 10,746 8,746
Other investing activities 7,991 (1,296)
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Net cash provided by investing activities 9,924 38,334
Financing activities:
Dividends paid to shareholders (2,432) (2,627)
Cost of treasury stock (1,335) (14,603)
Repayment on line of credit (5,411) (8,528)
Proceeds from sales of common stock 2 5
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Net cash used in financing activities (9,176) (25,753)
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Increase (decrease) in cash and cash equivalents (156) 12,096
Cash and cash equivalents at beginning of period 32,814 20,115
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Cash and cash equivalents at end of period $ 32,658 $ 32,211
========== ==========
</Table>
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10Q and do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for fair presentation have been included. Operating
results for the interim periods are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001.
Interim financial statements should be read in conjunction with the
Company's annual audited financial statements.
(2) 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) The following table summarizes the Company's transactions with reinsurers
for the 2001 and 2000 comparative periods.
<Table>
<Caption>
2001 2000
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Quarter ended June 30:
Premiums ceded to reinsurers $ 8,847 $ 5,914
Losses and loss expenses ceded to reinsurers 8,997 14,460
Commissions from reinsurers 3,177 2,137
Six months ended June 30:
Premiums ceded to reinsurers 16,531 10,813
Losses and loss expenses ceded to reinsurers 31,429 20,023
Commissions from reinsurers 5,939 3,891
</Table>
(4) Total realized and unrealized income for the quarter ended June 30, 2001
was $8,700 and compares to total realized and unrealized income of $9,263 for
the quarter ended June 30, 2000. For the six months ended June 30, 2001, total
realized and unrealized income was $5,436 and compares to total realized and
unrealized income of $16,240 for the six months ended June 30, 2000.
(5) The following table provides certain profit and loss information for each
reportable segment:
<Table>
<Caption>
PRIVATE
FLEET PASSENGER REINSURANCE
TRUCKING AUTOMOBILE ASSUMED ALL OTHER TOTALS
------------ ------------ ------------ ------------ ------------
QUARTER ENDED JUNE 30:
2001:
Direct and assumed premium written $ 15,513 $ 7,292 $ 2,375 $ 4,916 $ 30,096
Net premium earned and fee income 8,037 8,847 2,445 3,197 22,526
Segment profit (loss) (a) 3,068 (130) (56) (118) 2,764
2000:
Direct and assumed premium written 11,178 10,917 771 3,492 26,358
Net premium earned and fee income 6,279 10,537 854 2,190 19,860
Segment profit (loss) (a) 3,683 (3,382) 83 219 603
SIX MONTHS ENDED JUNE 30:
2001:
Direct and assumed premium written $ 30,103 $ 18,370 $ 3,393 $ 9,040 $ 60,906
Net premium earned and fee income 15,434 17,733 3,418 5,851 42,436
Segment profit (loss) (a) 4,736 (556) 570 (401) 4,349
2000:
Direct and assumed premium written 22,318 25,515 3,149 6,312 57,294
Net premium earned and fee income 12,753 20,059 3,397 4,181 40,390
Segment profit (loss) (a) 5,200 (3,575) 476 638 2,739
(a) Segment profit or loss includes the direct marketing agency operations
conducted by Baldwin & Lyons, Inc. after intercompany eliminations.
</Table>
(8) The following tables are reconciliations of reportable segment revenues
and profits to the Company's consolidated revenue and income from continuing
operations before federal income taxes, respectively.
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30 June 30
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2001 2000 2001 2000
----------- ----------- ----------- -----------
REVENUE:
Net premium earned and fee income $ 22,526 $ 19,860 $ 42,436 $ 40,390
Net investment income 4,412 4,727 8,978 9,664
Realized net gains (losses) on investments (1,557) 3,828 4,981 8,294
Other 65 9 119 (21)
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TOTAL CONSOLIDATED REVENUE $ 25,446 $ 28,424 $ 56,514 $ 58,327
========== ========== ========== ==========
PROFIT:
Segment profit $ 2,764 $ 603 $ 4,349 $ 2,739
Net investment income 4,412 4,727 8,978 9,664
Realized net gains (losses) on investments (1,557) 3,828 4,981 8,294
Corporate expenses (2,081) (2,049) (4,359) (4,284)
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INCOME FROM CONTINUING OPERATIONS
BEFORE FEDERAL INCOME TAXES $ 3,538 $ 7,109 $ 13,949 $ 16,413
========== ========== ========== ==========
</Table>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
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The Company generally experiences positive cash flow from operations resulting
from the fact that premiums are collected on insurance policies in advance of
the disbursement of funds in payment of claims. Operating costs of the
property/casualty insurance subsidiaries, other than loss and loss expense
payments and commissions paid to related agency companies, generally average
between 25% and 35% of premiums earned and the remaining amount is available
for investment for varying periods of time pending the settlement of claims
relating to the insurance coverage provided. However, due to changes in the
Company's reinsurance programs since June, 1998, cash flow is significantly
impacted with respect to its trucking insurance business whereby more risk is
ceded to others. Diminished cash flows have occurred since substantial
portions of premiums on current policies are ceded to reinsurers while losses
incurred in periods prior to June, 1998, (when the Company retained much more
risk) are settled with cash payments. For the six months ended June 30, 2001,
the Company experienced negative cash flow from operations totaling $.9
million and compares to negative cash flow of $.5 million for the same 2000
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 less than 3 years at June 30, 2001.
The Company's assets at June 30, 2001 included $32.7 million in investments
classified as short-term or cash equivalents that were readily convertible
to cash without significant market penalty. In addition, fixed maturity
investments totaling $44.7 million will mature within the twelve-month period
following June 30, 2001. The Company believes that these liquid investments
are more than sufficient to provide for projected claim payments and operating
cost demands.
Consolidated shareholders' equity is composed essentially of GAAP
shareholder's equity of the insurance subsidiaries. As such, there are
statutory restrictions on the transfer of portions of this equity to the
parent holding company. At June 30, 2001, $39.8 million may be transferred by
dividend or loan to the parent company without approval by, or notification
to, regulatory authorities. An additional $185.8 million of shareholder's
equity of the insurance subsidiaries may be advanced or loaned to the Company
with prior notification to, and approval from, regulatory authorities. The
Company believes that these restrictions pose no material liquidity concerns
to the Company. The financial strength and stability of the subsidiaries
would permit ready access by the parent company to short-term and long-term
sources of credit, if necessary. In addition, the parent company had cash
and marketable securities valued at $6.5 million at June 30, 2001.
RESULTS OF OPERATIONS
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COMPARISONS OF SECOND QUARTER, 2001 TO SECOND QUARTER, 2000
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Net premiums earned during the second quarter of 2001 increased $3.0 million
(15.9%) as compared to the same period of 2000. The increased premium volume
is primarily attributable to increases in the Company's fleet trucking and
voluntary reinsurance assumed programs of $1.8 million and $1.6 million,
respectively, and results largely from the addition of new fleet trucking
accounts and $1.0 million of non-recurring reinstatement premiums on certain
reinsurance assumed treaties. The Company's small fleet and small business
workers' compensation programs also experienced volume increases of $.5
million and $.4 million, respectively, due to continued geographic expansion.
These increases were partially offset by a decrease in the Company's private
passenger automobile business caused by lower sales and renewals as a result
of aggressive rate increases implemented over the past nine months.
Net investment income during the second quarter of 2001 was 6.6% lower than
the second quarter of 2000 resulting from lower yields on short-term and
equity investments. Bond yields were relatively unchanged from 2000 levels.
Overall pre-tax and after tax yields were lower than the yields posted in the
second quarter of 2000 consistent with the change in investment income.
The second quarter 2001 net realized loss of $1.6 million consisted of net
losses on equity securities of $.5 million and net losses of $1.1 million on
limited partnership and fixed maturity investments.
Losses and loss expenses incurred during the second quarter of 2001 were $1.8
million higher than the second quarter of 2000. This increase is due
primarily to a $1.6 million increase in losses incurred in the Company's
reinsurance assumed program. Other increases were generally attributable to
the higher premium volume during the current period in all product lines
except private passenger automobile. Loss ratios for each of the Company's
major product
lines were as follows:
2001 2000
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Large and medium fleet trucking 73.6% 41.0%
Voluntary reinsurance assumed 91.5 72.5
Private passenger automobile 72.4 105.0
Small fleet trucking 77.0 67.6
All lines 75.2 77.6
The increase in the fleet trucking loss ratio is due to primarily to less
favorable loss development on prior year accidents as compared to the prior
year quarter and an increase in current quarter losses, particularly in the
independent contractor program. The increase in the loss ratio for
reinsurance assumed is attributable to additional losses reported under a
single catastrophe treaty. This loss ratio for voluntary reinsurance assumed
was mitigated by the aforementioned $1.0 million in reinstatement premium.
The decrease in the private passenger automobile loss ratio resulted from
rate increases, as mentioned above, and from stricter underwriting selection
criteria implemented over the past year.
Other operating expenses for the second quarter of 2001 decreased $1.2 million
from the second quarter of 2000 largely as the result of (1) increased premium
written and ceded in the Company's fleet trucking program, generating higher
ceding commissions and (2) the decrease in net premiums earned from the
private passenger automobile program, which carry higher average acquisition
costs than the fleet trucking business. The consolidated expense ratio of the
Company's insurance subsidiaries was 23.7% for the second quarter of 2001
compared to 30.7% for the second quarter of 2000. The ratio of consolidated
other
operating expenses to total revenue (adjusted for realized gains) was 21.2%
during the second quarter of 2001 compared to 28.0% for the 2000 second
quarter due largely to higher ceding commission income and cost reduction
programs.
The effective federal tax rate for consolidated operations for the second
quarter of 2001 was 25.3% and is less than the statutory rate primarily
because of tax exempt investment income and the application of the statutory
rate to current quarter net realized capital losses.
Primarily as a result of realized capital losses recognized in the current
period, net income decreased $2.0 million (43.0%) during the second quarter
of 2001 as compared with the 2000 second quarter.
COMPARISONS OF SIX MONTHS ENDED JUNE 30, 2001 TO
------------------------------------------------
SIX MONTHS ENDED JUNE 30, 2000
------------------------------
Net premiums earned increased $2.3 million (6.1%) during the first six months
of 2001 as compared to the same period of 2000. The increased premium volume
is primarily attributable to increases in the Company's fleet trucking
product, particularly the independent contractor program, and continued growth
due to geographic expansion in the small fleet trucking and small business
workers' compensation programs. These increases were partially offset by a
decrease in private passenger automobile premiums for the reasons mentioned
above.
Net investment income during the first half of 2001 was $.7 million lower than
the 2000 period for the same reasons as indicated in the quarterly comparison
above. Overall pre-tax and after tax yields were lower during the current
period consistent with the change in net investment income.
The net realized gain on investments of $5.0 million for the first six months
of 2001 consists of $6.3 million of net gains on equity securities partially
offset by $1.3 in losses in other investment categories.
Losses and loss expenses incurred during the first six months of 2001
increased $2.9 million from the first six months of 2000 consistent with the
quarterly comparison above. Loss and loss expense ratios for the comparative
six-month periods were as follows:
2001 2000
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Fleet trucking 78.4% 54.5%
Voluntary reinsurance assumed 70.6 74.1
Private passenger automobile 73.7 88.7
Small fleet trucking 73.8 62.6
All lines 75.3 72.4
Other operating expenses decreased $2.2 million (15.6%) during the first six
months of 2001 compared to the same period of 2000. The consolidated expense
ratio of the Company's insurance subsidiaries was 25.5% for 2001 compared to
29.8% for 2000 and decreased for the same reasons provided above for the
quarterly comparison. The ratio of other operating expenses to total revenue
(adjusted for realized gains) was 23.3% for 2001 compared to 28.5% for 2000.
The effective federal tax rate for consolidated operations for the first six
months of 2001 was 29.6% and is less than the statutory rate primarily because
of tax exempt investment income.
Primarily as a result of lower realized capital gains, net income for the
first six months of 2001 was $9.8 million, down 10.0% from the comparable
2000 period.
FORWARD-LOOKING INFORMATION
---------------------------
Any forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that such forward-looking statements involve
risks and uncertainties including without limitation the following: (i) the
Company's plans, strategies, objectives, expectations and intentions are
subject to change at any time at the discretion of the Company; (ii) the
Company's business is highly competitive and the entrance of new competitors
into or the expansion of the operations by existing competitors in the
Company's markets and other changes in the market for insurance products
could adversely affect the Company's plans and results of operations; (iii)
other risks and uncertainties indicated from time to time in the Company's
filings with the Securities and Exchange Commission; and (iv) other risks
and factors which may be beyond the control or foresight of the Company.
PART II - OTHER INFORMATION
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ITEM 6 (a) EXHIBITS
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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
ITEM 6 (b) REPORTS ON FORM 8-K
- -------------------------------
No reports on Form 8-K have been filed by the registrant during the three
months ended June 30, 2001.
-11 -
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 10, 2001 By /s/ Gary W. Miller
---------------- --------------------------------
Gary W. Miller, Chairman and CEO
Date August 10, 2001 By /s/ G. Patrick Corydon
---------------- --------------------------------
G. Patrick Corydon,
Senior Vice President - Finance
(Principal Financial and
Accounting Officer)
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended June 30, 2001
INDEX TO EXHIBITS
BEGINS ON SEQUENTIAL
PAGE NUMBER OF FORM
EXHIBIT NUMBER 10-Q
--------------------------------- ------------------------------
EXHIBIT 11 Filed herewith electronically
Computation of per share earnings