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 ------------------------------------------------------ For Quarter Ended Commission file number March 31, 2003 0-5534 BALDWIN & LYONS, INC. (Exact name of registrant as specified in its charter) INDIANA 35-0160330 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1099 NORTH MERIDIAN STREET, INDIANAPOLIS, INDIANA 46204 - ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 636-9800 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of May 9, 2003: TITLE OF CLASS NUMBER OF SHARES OUTSTANDING Common Stock, No Par Value: Class A (voting) 2,666,666 Class B (nonvoting) 11,890,979 Index to Exhibits located on page 15. Page 1 of a total of 18 pages PART I - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS BALDWIN & LYONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) March 31 December 31 2003 2002 ------------------ ------------------ ASSETS Investments: Fixed maturities $ 293,335 $ 290,155 Equity securities 99,950 105,441 Short-term and other 5,997 9,158 ------------------ ------------------ 399,282 404,754 Cash and cash equivalents 53,218 41,699 Accounts receivable 39,060 33,646 Reinsurance recoverable 147,236 137,870 Notes receivable from employees 7,346 7,494 Current federal income taxes - 1,701 Other assets 17,578 17,298 ------------------ ------------------ $ 663,720 $ 644,462 ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY Reserves for losses and loss expenses $ 284,867 $ 277,744 Reserves for unearned premiums 36,482 29,016 Accounts payable and accrued expenses 42,572 39,854 Note payable to bank 7,500 7,500 Currect federal income taxes 1,386 - Deferred federal income taxes 4,109 5,760 ------------------ ------------------ 376,916 359,874 Shareholders' equity: Common stock-no par value 621 621 Additional paid-in capital 35,283 35,248 Unrealized net gains on investments 28,409 29,640 Retained earnings 222,491 219,079 ------------------ ------------------ 286,804 284,588 ------------------ ------------------ $ 663,720 $ 644,462 ================== ================== Number of common and common equivalent shares outstanding 14,646 14,645 Book value per outstanding share $19.58 $19.43 See notes to condensed consolidated financial statements. -2- BALDWIN & LYONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended March 31 ----------------------------------- 2003 2002 ---------------- ---------------- REVENUES Net premiums earned $ 31,701 $21,664 Net investment income 3,373 3,883 Realized net gains (losses) on investments (2,452) 835 Commissions and other income 1,502 1,229 ---------------- ---------------- 34,124 27,611 EXPENSES Losses and loss expenses incurred 20,511 13,764 Other operating expenses 6,983 5,818 ---------------- ---------------- 27,494 19,582 ---------------- ---------------- INCOME BEFORE FEDERAL INCOME TAXES 6,630 8,029 Federal income taxes 2,098 2,570 ---------------- ---------------- NET INCOME $ 4,532 $ 5,459 ================ ================ PER SHARE DATA: DILUTED EARNINGS $ .31 $ .37 ================ ================ BASIC EARNINGS $ .31 $ .37 ================ ================ DIVIDENDS PAID TO SHAREHOLDERS $ .10 $ .08 ================ ================ RECONCILIATION OF SHARES OUTSTANDING: Average shares outstanding - basic 14,554 14,783 Dilutive effect of options outstanding 102 98 ---------------- ---------------- Average shares outstanding - diluted 14,656 14,881 ================ ================ See notes to condensed consolidated financial statements. - 3 - BALDWIN & LYONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) Three Months Ended March 31 2003 2002 -------------- --------------- Net cash provided by operating activities $ 9,218 $ 13,881 Investing activities: Purchases of long-term investments (46,204) (38,276) Proceeds from sales or maturities of long-term investments 49,473 40,174 Net sales of short-term investments 989 11,995 Decrease (increase) in notes receivable from employees 75 (5,036) Other investing activities (576) (324) -------------- --------------- Net cash provided by investing activities 3,757 8,533 Financing activities: Dividends paid to shareholders (1,457) (1,143) Cost of treasury stock purchased - (8,854) Drawing on line of credit - 10,000 Proceeds from sales of common stock 1 2 -------------- --------------- Net cash provided by (used in) financing activities (1,456) 5 -------------- --------------- Increase in cash and cash equivalents 11,519 22,419 Cash and cash equivalents at beginning of period 41,699 31,840 -------------- --------------- Cash and cash equivalents at end of period $53,218 $54,259 ============== =============== 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, 2003. 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 10K. - 4 - NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (2) FORWARD-LOOKING STATEMENTS: Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve inherent risks and uncertainties. Readers are encouraged to review the Company's annual report for its full statement regarding forward-looking information. (3) REINSURANCE: The following table summarizes the Company's transactions with reinsurers for the 2003 and 2002 comparative periods. 2003 2002 ------------- ------------- Quarter ended March 31: Premiums ceded to reinsurers $ 17,713 $ 11,670 Losses and loss expenses ceded to reinsurers 21,156 14,965 Commissions from reinsurers 4,825 3,447 (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. Total realized and unrealized income for the quarter ended March 31, 2003 was $3,638 and compares to total realized and unrealized income of $5,143 for the quarter ended March 31, 2002. (5) REPORTABLE SEGMENTS - PROFIT AND LOSS: The following table provides certain profit and loss information for each reportable segment. All amounts presented are computed based upon generally accepted accounting principles. In addition, underwriting gain or loss for the fleet trucking segment is computed after elimination of inter-company commissions and, accordingly, consolidated underwriting gain or loss presented here will not agree with statutory underwriting gains or losses which may be quoted elsewhere in the Company's financial statements. PRIVATE SMALL SMALL BUSINESS FLEET PASSENGER FLEET REINSURANCE WORKERS' TRUCKING AUTOMOBILE TRUCKING ASSUMED COMPENSATION TOTALS ----------- ------------ ---------- ----------- ---------------- ----------- QUARTER ENDED MARCH 31: 2003: Direct and assumed premium written $ 34,438 $ 13,737 $ 3,577 $ 2,823 $ 2,192 $ 56,870 Net premium earned and fee income 18,107 9,243 1,792 2,559 1,132 32,932 Underwriting gain (loss) (a) 6,879 636 153 483 (10) 8,299 2002: Direct and assumed premium written 21,504 10,869 2,635 1,775 1,374 38,225 Net premium earned and fee income 10,597 7,915 2,219 1,206 773 22,768 Underwriting gain (loss) (a) 4,362 688 303 253 (131) 5,431 <FN> (a) Segment profit or loss includes the direct marketing agency operations conducted by Baldwin & Lyons, Inc. after intercompany eliminations. </FN> - 5 - NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (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. 2003 2002 ------------ -------------- REVENUE: Net premium earned and fee income $ 32,932 $ 22,768 Net investment income 3,373 3,883 Realized net gains on investments (2,452) 835 Other income 271 125 ------------ -------------- TOTAL CONSOLIDATED REVENUE $ 34,124 $ 27,611 ============ ============== PROFIT: Underwriting gain $ 8,299 $ 5,431 Net investment income 3,373 3,883 Realized net gains on investments (2,452) 835 Corporate expenses (2,590) (2,120) ------------ -------------- INCOME BEFORE FEDERAL INCOME TAXES $ 6,630 $ 8,029 ============ ============== (7) LOANS TO EMPLOYEES: The Company has provided loans to certain key employees for the sole purpose of purchasing the Company's Class B common stock in the open market. $7,346 of such full-recourse loans were issued and outstanding at March 31, 2003 and carry interest rates of between 4.75% and 6%, payable annually on the loan anniversary date. The underlying securities serve as collateral for these loans, which must be repaid no later than 10 years from the date of issue. No additional loans will be made under this program. (8) STOCK SPLIT: All share and per share amounts are adjusted for the five-for- four stock split on February 17, 2003. - 6 - 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 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. The Company's cash flows relating to premiums are significantly affected by reinsurance programs in effect from time-to-time whereby the Company cedes both premium and risk to other insurance and reinsurance companies. These programs vary significantly among products and overall premium ceded rates, net of ceding commission allowances, have increased slightly over the past two years as premium volume in the Company's large fleet trucking division have increased relative to other products. The average ceding rate on large fleet trucking liability business had decreased since 2000 as Protective has retained more risk but still is substantially higher than the ceding rate on other products. For the three months ended March 31, 2003, the Company experienced positive cash flow from operations totaling $9.2 million and compares to positive cash flow of $13.9 million for the three months ended March 31, 2002. The decrease in cash flows compared to the 2002 period is due primarily to large claim settlements made during March, 2003, which were heavily covered by reinsurance. Reinsurance recoverable on paid claims increased $5.6 million from December 31, 2002, as a result. Payments of these amounts were received in April. The first quarter of 2002 also included $3.5 million in federal income tax recoveries not present in the current year first quarter. 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 approximately 2.5 years at March 31, 2003 compared to 2.9 years at December 31, 2002. The Company's assets at March 31, 2003 included $53.2 million in investments classified as short-term or cash equivalents which were readily convertible to cash without significant market penalty. An additional $74.8 million of fixed maturity investments will mature within the twelve month period following March 31, 2003. The Company believes that these liquid investments are more than sufficient to provide for projected claim payments and operating cost demands even before consideration of current positive cash flows. Consolidated shareholders' equity is composed largely of GAAP shareholder's equity of the insurance subsidiaries. As such, there are statutory restrictions on the transfer of portions of this equity to the parent holding company. At March 31, 2003, $40.8 million may be transferred by dividend or loan to the parent company without approval by, or notification to, regulatory authorities. An additional $182.3 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 - 7 - sources of credit. The Company has borrowed $7.5 million under bank lines of credit in connection with recent purchases of treasury stock. Interest expense related to these borrowings is included in corporate expenses and is not material. In addition, the parent company had cash and marketable securities valued at $33.8 million at March 31, 2003. The Company's annualized premium writing to surplus ratio for the first quarter of 2003 was approximately 60%. Regulatory guidelines generally allow for writings of 200% of surplus. Accordingly, the Company can continue to increase premium writings significantly with no need to raise additional capital. Further, the Insurance Subsidiaries' individual capital structures are several times higher than the minimum amounts designated by the National Association of Insurance Commissions. RESULTS OF OPERATIONS --------------------- COMPARISONS OF FIRST QUARTER, 2003 TO FIRST QUARTER, 2002 ---------------------------------------------------------- Net premiums earned during the first quarter of 2003 increased $10.0 million (46%) as compared to the same period of 2002. The increase is due primarily to a 77% increase in premiums from the Company's fleet trucking program as the market has allowed the Company to maintain rate levels while continuing to add new accounts over the past five quarters. In addition, premiums from the Company's voluntary reinsurance assumed program increased 91% due primarily to rate increases and increased participation under existing agreements. Premiums from the Company's small business workers' compensation and private passenger automobile programs increased 44% and 17%, respectively, due to rate increases and continued geographic expansion. Net premiums from the Company's small fleet trucking program decreased 19% reflecting the intense competition in this market segment which has only recently subsided. The decline in premium from this division reflects the Company's philosophy that allows business to be lost rather than lowering prices to meet unrealistic competition. Direct premiums written and assumed increased at approximately the same rate as net premium earned, totaling $56.9 million, or 49% greater than the $38.2 million reported a year earlier. All divisions experienced direct premium growth ranging from 26% to 60% when compared to the first quarter of 2002. Premium ceded to reinsurers averaged 32.8% of direct premium production for the current quarter compared to 32.0% a year earlier. Net investment income during the first quarter of 2003 was 13% lower than the first quarter of 2002 due primarily to the continued decline in investment yields. The short-term nature of the Company's fixed income investment portfolio has been negatively impacted by the numerous interest rate reductions by the Federal Reserve Board since January 1, 2001. Pre-tax yields dropped nearly three-quarters of a point from the prior year quarter. After tax yields posted a similar decline. There was no significant change in the mix of investments in the Company's portfolio during the quarter. The average life of the Company's fixed income portfolio decreased from 2.9 years at the prior year end to 2.5 years at March 31, 2003 reflecting management's continuing decision not to commit funds for longer terms as long as interest rates remain at 50 year lows. The first quarter 2003 net realized loss of $2.5 consisted of net losses on equity securities, short-term investments and fixed maturities and of $1.6 million, $.8 million and $.1 million, respectively. The net realized loss included charges for other-than-temporary impairment on equity securities and fixed maturities of $1.3 million and $.4 million, respectively. - 8 - Losses and loss expenses incurred during the first quarter of 2003 increased $6.7 million from that experienced during the first quarter of 2002, consistent with the increase in premium volume previously discussed. Loss ratios for each of the Company's major product lines were as follows: 2003 2002 ---- ---- Large and medium fleet trucking 67.6% 67.3% Private passenger automobile 63.2 62.9 Small fleet trucking 53.7 56.6 Voluntary reinsurance assumed 66.2 48.1 Small business workers' compensation 60.5 62.5 All lines 64.7 63.5 Other operating expenses for the first quarter of 2003 increased 20% from the first quarter of 2002, and, after consideration of ceding allowances, compares favorably with the 46% increase in premiums earned from the 2002 quarter as many of the Company's expenses do not vary directly with premium volume. Available capacity within each of the Company's divisions has allowed for the expansion of business with only minimal additions to personnel and other fixed costs over the past year. Management believes that significant additional capacity exists before most divisions would be obliged to incur meaningful increases in personnel or other fixed costs. The Company cedes a large portion of its direct premiums to reinsurers and these reinsurance premiums carry significant expense offsets. Total ceding allowances totaled $4.8 million for the 2003 quarter compared to $3.4 million for the 2002 quarter. The ratio of consolidated other operating expenses to operating revenue was 19.1% during the first quarter of 2003 compared to 21.7% for the 2002 first quarter. The effective federal tax rate for consolidated operations for the first quarter of 2003 was 31.6% and differs from the statutory rate primarily because of tax exempt investment income. As a result of the factors mentioned above, net income decreased $.9 million during the first quarter of 2003 as compared with the 2002 first quarter. After removing realized capital transactions, income increased approximately $1.2 million in the 2003 quarter. FORWARD-LOOKING INFORMATION Any forward-looking statements in this report, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company's business is highly competitive and the entrance of new competitors into or the expansion of the operations by existing competitors in the Company's markets and other changes in the market for insurance products could adversely affect the Company's plans and results of operations; (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission; and (iv) other risks and factors which may be beyond the control or foresight of the Company. CRITICAL ACCOUNTING POLICIES There have been no changes in the Company's critical accounting policies as disclosed in the Form 10K filed for the year ended December 31, 2002. - 9 - ITEM 4. CONTROLS AND PROCEDURES Baldwin & Lyons, Inc. management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. PART II - OTHER INFORMATION 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 (99.1) Certification of CEO EXHIBIT 99.1 pursuant to 18 U.S.C. 1350 Certification of CEO (99.2) Certification of CFO EXHIBIT 99.2 pursuant to 18 U.S.C. 1350 Certification of CFO 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 March 31, 2003. -10 - 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 May 9, 2003 By /s/ Gary W. Miller ----------- ------------------- Gary W. Miller, Chairman of the Board and Chief Executive Officer Date May 9, 2003 By /s/ G. Patrick Corydon ----------- ---------------------- G. Patrick Corydon, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) - 11 - BALDWIN & LYONS, INC. CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION - ------------- I, Gary W. Miller, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baldwin & Lyons, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): - 12 - a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 9, 2003 /s/ Gary W. Miller - ------------------ Gary W. Miller Chairman of the Board and Chief Executive Officer CERTIFICATION - ------------- I, G. Patrick Corydon, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baldwin & Lyons, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: - 13 - a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 9, 2003 /s/ G. Patrick Corydon - ---------------------- G. Patrick Corydon Senior Vice President and Chief Financial Officer - 14 - BALDWIN & LYONS, INC. Form 10-Q for the fiscal quarter ended March 31, 2003 INDEX TO EXHIBITS Begins on sequential page number of Form Exhibit Number 10-Q -------------- ------------------------------ EXHIBIT 11 Filed herewith electronically Computation of per share earnings EXHIBIT 99.1 Filed herewith electronically Certification of CEO pursuant to 18 U.S.C. 1350 EXHIBIT 99.2 Filed herewith electronically Certification of CFO pursuant to 18 U.S.C. 1350 - 15 -