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
September 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 November 7, 2001:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,277,905
Class B (nonvoting) 9,808,932
Index to Exhibits located on page 13.
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>
September 30 December 31
2001 2000
------------ ------------
ASSETS
Investments:
Fixed maturities $ 229,368 $ 211,810
Equity securities 121,027 157,951
Short-term and other 28,135 40,176
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378,530 409,937
Cash and cash equivalents 43,227 32,814
Accounts receivable 26,737 25,279
Reinsurance recoverable 86,389 64,690
Notes receivable from employees 2,297 1,709
Current payable federal income taxes 4,392 -
Other assets 19,076 17,735
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$ 560,648 $ 552,164
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 216,743 $ 182,425
Reserves for unearned premiums 26,905 24,441
Accounts payable and accrued expenses 36,361 37,748
Deferred federal income taxes 4,470 12,547
Current payable federal income taxes - 1,003
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284,479 258,164
Shareholders' equity:
Common stock-no par value 645 649
Additional paid-in capital 36,262 36,416
Unrealized net gains on investments 21,530 36,237
Retained earnings 217,732 220,698
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276,169 294,000
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$ 560,648 $ 552,164
========== ==========
Number of common and common
equivalent shares outstanding 12,164 12,245
Book value per outstanding share $22.70 $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 Nine Months Ended
September 30 September 30
--------------------------- ---------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
REVENUES
Net premiums earned $ 20,657 $ 20,417 $ 61,225 $ 58,662
Net investment income 4,144 4,461 13,123 14,125
Realized net gains on investments 2,728 1,722 7,709 10,016
Commissions and other income 1,076 698 3,062 2,822
--------- --------- --------- ---------
28,605 27,298 85,119 85,625
EXPENSES
Losses and loss expenses incurred 35,435 16,234 65,976 43,907
Other operating expenses 4,825 6,121 16,849 20,362
--------- --------- --------- ---------
40,260 22,355 82,825 64,269
--------- --------- --------- ---------
INCOME (LOSS) BEFORE FEDERAL INCOME TAXES (11,655) 4,943 2,294 21,356
Federal income taxes (4,482) 1,654 (353) 7,155
--------- --------- --------- ---------
NET INCOME (LOSS) $ (7,173) $ 3,289 $ 2,647 $ 14,201
========= ========= ========= =========
PER SHARE DATA - BASIC AND DILUTED:
Income (loss) before realized net gains $ (.73)$
.18$ (.19)$
.61
Realized net gains on investments .14
.09 .41
.51
--------- --------- --------- ---------
NET INCOME (LOSS) $ (.59)$
.27$ .22$ 1.12
========= ========= ========= =========
Dividends $ .10$
.10$ .30$
.30
========= ========= ========= =========
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 12,088 12,215 12,136 12,565
Dilutive effect of options outstanding 82 90 83 96
--------- --------- --------- ---------
Average shares outstanding - diluted 12,170 12,305 12,219 12,661
========= ========= ========= =========
</Table>
See notes to condensed consolidated financial statements.
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<Table>
<Caption>
Nine Months Ended
September 30
---------------------------
2001 2000
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Net cash provided by (used in) operating activities $ 10,574 ($ 2,784)
Investing activities:
Purchases of long-term investments (123,592) (109,101)
Proceeds from sales or maturities
of long-term investments 123,262 145,494
Net sales (purchases) of short-term investments 3,810 (1,935)
Other investing activities 7,417 (2,140)
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Net cash provided by investing activities 10,898 32,319
Financing activities:
Dividends paid to shareholders (3,642) (3,943)
Cost of treasury stock purchased (2,008) (16,940)
Repayment on line of credit (5,411) (8,528)
Proceeds from sales of common stock 3 9
--------- ---------
Net cash used in financing activities (11,058) (29,402)
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Increase in cash and cash equivalents 10,413 133
Cash and cash equivalents at beginning of period 32,814 20,115
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Cash and cash equivalents at end of period $ 43,227 $ 20,248
========= =========
</Table>
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION: The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions to Form 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: 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) REINSURANCE: 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 September 30:
Premiums ceded to reinsurers $ 9,932 $ 6,144
Losses and loss expenses
ceded to reinsurers 8,538 7,948
Commissions from reinsurers 3,475 2,231
Nine months ended September 30:
Premiums ceded to reinsurers 26,463 16,956
Losses and loss expenses
ceded to reinsurers 39,967 27,971
Commissions from reinsurers 9,414 6,122
</Table>
(4) COMPREHENSIVE INCOME OR LOSS: The Company refers to comprehensive income
or loss as realized and unrealized income or loss which is composed of net
income or loss and changes in unrealized gains or losses on investments for the
periods presented. The total realized and unrealized loss for the quarter ended
September 30, 2001 was $17,717 and compares to total realized and unrealized
income of $9,076 for the quarter ended September 30, 2000. For the nine months
ended September 30, 2001, the total realized and unrealized loss was $12,281 and
compares to total realized and unrealized income of $25,316 for the nine months
ended September 30, 2000. The operating results for the 2001 periods were
heavily impacted by the World Trade Center attack.
(5) REPORTABLE SEGMENTS - PROFIT AND LOSS: The following table provides
certain profit and loss information for each reportable segment:
<Table>
<Caption>
Private Voluntary
Fleet Passenger Small Reinsurance
Trucking Automobile Fleet Assumed All Other Totals
----------- ----------- ----------- ----------- ----------- -----------
QUARTER ENDED SEPTEMBER 30:
2001:
Direct and assumed premium written $ 17,674 $ 6,259 $ 2,991 $ 1,311 $ 1,190 $ 29,425
Net premium earned and fee income 8,980 8,408 2,533 959 791 21,671
Underwriting gain (loss) (a) 3,150 527 (188) (20,210) (81) (16,802)
2000:
Direct and assumed premium written 13,298 5,363 2,608 317 521 22,107
Net premium earned and fee income 8,008 10,314 2,090 422 253 21,087
Underwriting gain (loss) (a) 4,544 (4,127) (282) 872 (71) 936
NINE MONTHS ENDED SEPTEMBER 30:
2001:
Direct and assumed premium written $ 47,777 $ 24,629 $ 9,816 $ 4,704 $ 3,405 $ 90,331
Net premium earned and fee income 24,414 26,141 6,961 4,377 2,214 64,107
Underwriting gain (loss) (a) 7,886 (29) (326) (19,640) (345) (12,454)
2000:
Direct and assumed premium written 35,744 30,878 8,262 3,466 1,179 79,529
Net premium earned and fee income 20,759 30,373 5,627 3,819 897 61,475
Underwriting gain (loss) (a) 9,744 (7,702) (213) 1,348 498 3,675
</Table>
(a) Segment profit or loss includes the direct marketing agency operations
conducted by Baldwin & Lyons, Inc. after intercompany eliminations.
(6) REPORTABLE SEGMENTS - RECONCILIATION TO CONSOLIDATED REVENUE AND
CONSOLIDATED PROFIT OR LOSS: The following tables are reconciliations of
reportable segment revenues and profit or loss to the Company's consolidated
revenue and income from continuing operations before federal income taxes,
respectively.
<Table>
<Caption>
Three Months Ended Nine Months Ended
September 30 September 30
-------------------------- --------------------------
2001 2000 2001 2000
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REVENUE:
Net premium earned and fee income $ 21,671 $ 21,087 $ 64,107 $ 61,475
Net investment income 4,144 4,461 13,123 14,125
Realized net gains on investments 2,728 1,722 7,709 10,016
Other income 62 28 180 9
--------- --------- --------- ---------
Total consolidated revenue $ 28,605 $ 27,298 $ 85,119 $ 85,625
========= ========= ========= =========
PROFIT:
Underwriting gain (loss) $(16,802) $ 936 $(12,454) $ 3,675
Net investment income 4,144 4,461 13,123 14,125
Realized net gains on investments 2,728 1,722 7,709 10,016
Corporate expenses (1,725) (2,176) (6,084) (6,460)
--------- --------- --------- ---------
Income (loss) from continuing operations
before federal income taxes $(11,655) $ 4,943 $ 2,294 $ 21,356
========= ========= ========= =========
</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
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 was significantly impacted with
respect to its trucking insurance business whereby more risk is ceded to others.
Cash flows were diminished since substantial portions of premiums on current
policies were ceded to reinsurers while losses incurred in periods prior to
June, 1998, (when the Company retained much more risk) were settled with cash
payments. Primarily as the result of lower claims settlements and operational
changes in certain of the Company's operating divisions, cash flow for the
current quarter was positive by $11.5 million. In addition, the World Trade
Center loss, described below, eliminated the need for federal and state tax
estimated payments during the quarter. However, the potential for negative cash
flows from time to time remains as claims are settled for losses occurring prior
to June 1, 1998. For the nine months ended September 30, 2001, the Company
experienced positive cash flow from operations totaling $10.0 million and
compares to negative cash flow of $3.3 million for the same 2000 period. The
change in cash flows from the prior year period was due primarily to increased
premium volume.
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 just over 2 years at September 30, 2001.
The Company's assets at September 30, 2001 included $43.2 million in investments
classified as short-term or cash equivalents, which were readily convertible to
cash without significant market penalty. In addition, fixed maturity
investments totaling $53.5 million will mature within the twelve-month period
following September 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
September 30, 2001, $38.7 million may be transferred by dividend or loan to the
parent company without approval by, or notification to, regulatory authorities.
An additional $178.0 million of shareholder's equity of the insurance
subsidiaries may be advanced or loaned to the parent holding 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 $16.5 million at September 30, 2001.
RESULTS OF OPERATIONS
---------------------
COMPARISONS OF THIRD QUARTER, 2001 TO THIRD QUARTER, 2000
---------------------------------------------------------
Net premiums earned during the third quarter of 2001 increased $.2 million
(1.1%) 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 $.8 million and $.5 million,
respectively, and results largely from the addition of new fleet trucking
accounts and increased participation in certain reinsurance assumed treaties.
The Company's small business workers' compensation and small fleet 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 year.
Net investment income during the third quarter of 2001 was 7% lower than the
third quarter of 2000. Lower overall pre-tax and after tax yields were
partially offset by an increase in invested assets.
The third quarter 2001 net realized gain of $2.7 million consisted of net gains
on equity securities of $2.9 million and was offset by net losses of $.2 from
other investment categories, mostly fixed maturity investments.
Losses and loss expenses incurred during the third quarter of 2001 increased
$19.2 million from that experienced during the third quarter of 2000. This
increase is due primarily to losses sustained from the Company's participation
in certain catastrophe reinsurance treaties affected by the attacks on the World
Trade Center. The Company estimated its share of the World Trade Center loss to
be $20.0 million at September 30, 2001. 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 78.8% 48.8%
Private passenger automobile 66.4 111.1
Voluntary reinsurance assumed 2,184.4 (132.0)
Small fleet trucking 78.8 82.0
All lines 171.5 79.5
All lines without WTC 74.7 79.5
The increase in the fleet trucking loss ratio is due primarily to an unusually
favorable loss development on prior year accidents in the prior year quarter and
an increase in current quarter losses. 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 third quarter of 2001 decreased $1.3 million
from the third 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 24.0% for the third quarter of 2001 compared to 25.7%
for the third quarter of 2000. The ratio of consolidated other operating
expenses to total revenue (adjusted for realized gains) was 18.7% during the
third quarter of 2001 compared to 23.9% for the 2000 third quarter due largely
to higher ceding commission income and cost reduction programs.
The effective federal tax credit rate for the loss from consolidated operations
for the third quarter of 2001 was 38.5% and differs from the statutory rate
primarily because of tax exempt investment income.
Due to the losses sustained from the attacks on the World Trade Center, the net
loss from consolidated operations was $7.2 million during the third quarter of
2001 and compares to net income of $3.3 million during the 2000 third quarter.
Without the World Trade Center losses, net income would have been $5.8 million
for the current quarter.
COMPARISONS OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO
------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------
Net premiums earned increased $2.6 million (4.4%) during the first nine 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 nine months of 2001 was $1.0 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 $7.7 million for the first nine months
of 2001 consists of $9.2 million of net gains on equity securities partially
offset by $1.5 in losses in other investment categories.
Losses and loss expenses incurred during the first nine months of 2001 increased
$22.1 million from the 2000 consistent with the quarterly comparison above.
Loss and loss expense ratios for the comparative nine-month periods were as
follows:
2001 2000
---------- ----------
Fleet trucking 78.5% 52.3%
Private passenger automobile 71.3 96.5
Voluntary reinsurance assumed 533.7 51.3
Small fleet trucking 82.0 69.8
All lines 107.8 74.8
All lines without WTC 75.1 74.8
Other operating expenses decreased $3.5 million (17.3%) during the first nine
months of 2001 compared to the same period of 2000. The consolidated expense
ratio of the Company's insurance subsidiaries was 25.0% for 2001 compared to
28.4% 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 21.8% for 2001 compared to 26.9% for 2000.
The effective federal tax rate for consolidated operations for the first nine
months of 2001 was a negative 15.4% and differs from the statutory rate due to
tax exempt investment income.
As a result of the losses sustained from the attacks on the World Trade Center,
net income for the first nine months of 2001 was $2.6 million, down 81.4% from
the comparable 2000 period. Without the World Trade Center losses, net income
would have been $15.6 million for the current year-to-date compared to $14.2
million a year earlier.
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
- --------------------
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
- -------------------------------
The Company filed a Form 8-K on September 28, 2001 disclosing the Company's
estimated $20.0 million pre-tax loss relative to the attacks on the World Trade
Center on September 11, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BALDWIN & LYONS, INC.
Date November 13, 2001 By /s/ Gary W. Miller
------------------ --------------------------------
Gary W. Miller, Chairman and CEO
Date November 13, 2001 By /s/ G. Patrick Corydon
------------------ --------------------------------
G. Patrick Corydon,
Senior Vice President and CFO
(Principal Financial and
Accounting Officer)
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended September 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