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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, 2002 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 5, 2002:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,133,362
Class B (nonvoting) 9,512,289
Index to Exhibits located on page 13.
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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
2002 2001
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ASSETS
Investments:
Fixed maturities $ 269,617 $ 246,632
Equity securities 114,903 136,399
Short-term and other 14,645 27,584
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399,165 410,615
Cash and cash equivalents 41,004 31,840
Accounts receivable 30,177 25,151
Reinsurance recoverable 120,974 111,585
Notes receivable from employees 7,439 2,257
Current federal income taxes - 2,590
Other assets 18,675 17,071
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$ 617,434 $ 601,109
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LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 255,179 $ 247,143
Reserves for unearned premiums 29,632 23,914
Accounts payable and accrued expenses 38,247 31,783
Note payable to bank 10,000 -
Deferred federal income taxes 4,438 9,909
Current federal income taxes 1,093 -
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338,589 312,749
Shareholders' equity:
Common stock-no par value 621 644
Additional paid-in capital 35,200 36,272
Unrealized net gains on investments 23,322 32,377
Retained earnings 219,702 219,067
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278,845 288,360
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$ 617,434 $ 601,109
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Number of common and common
equivalent shares outstanding 11,720 12,153
Book value per outstanding share $23.79 $23.73
See notes to condensed consolidated financial statements.
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BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Six Months Ended
June 30 June 30
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2002 2001 2002 2001
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REVENUES
Net premiums earned $ 25,865 $ 21,531 $ 47,529 $ 40,568
Net investment income 3,793 4,413 7,676 8,979
Realized net gains (losses) on investments (735) (1,557) 100 4,981
Commissions and other income 1,284 1,059 2,513 1,986
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30,207 25,446 57,818 56,514
EXPENSES
Losses and loss expenses incurred 17,137 16,181 30,901 30,541
Other operating expenses 5,630 5,727 11,448 12,024
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22,767 21,908 42,349 42,565
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INCOME BEFORE FEDERAL INCOME TAXES 7,440 3,538 15,469 13,949
Federal income taxes 2,518 894 5,088 4,129
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NET INCOME $ 4,922 $ 2,644 $ 10,381 $ 9,820
========== ========== ========== ==========
Diluted per share data:
Income before realized net gains $ .46$
..30$ .87$
..54
Realized net gains (losses) on investments (.04)
(.08).01
..26
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NET INCOME $ .42$
..22$ .88$ .80
========== ========== ========== ==========
Dividends $ .10$
..10$ .20$
..20
========== ========== ========== ==========
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 11,646 12,147 11,736 12,161
Dilutive effect of options outstanding 80 81 80 81
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Average shares outstanding - diluted 11,726 12,228 11,816 12,242
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See notes to condensed consolidated financial statements.
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BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Six Months Ended
June 30
2002 2001
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Net cash provided by (used in) operating activities $ 17,809 ($ 904)
Investing activities:
Purchases of long-term investments (86,715) (97,243)
Proceeds from sales or maturities
of long-term investments 70,053 88,430
Net sales of short-term investments 15,012 10,746
Increase in notes receivable from employees (5,036) -
Other investing activities (799) 7,991
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Net cash provided by (used in) investing activities (7,485) 9,924
Financing activities:
Dividends paid to shareholders (2,308) (2,432)
Cost of treasury stock purchased (8,854) (1,335)
Drawing on line of credit 10,000 -
Repayment on line of credit - (5,411)
Proceeds from sales of common stock 2 2
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Net cash used in financing activities (1,160) (9,176)
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Increase (decrease) in cash and cash equivalents 9,164 (156)
Cash and cash equivalents at beginning of period 31,840 32,814
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Cash and cash equivalents at end of period $ 41,004 $ 32,658
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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, 2002. Interim financial
statements should be read in conjunction with the Company's annual audited
financial statements.
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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 2002 and 2001 comparative periods.
2002 2001
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Quarter ended June 30:
Premiums ceded to reinsurers $15,795 $ 8,847
Losses and loss expenses
ceded to reinsurers 4,413 8,997
Commissions from reinsurers 4,344 3,177
Six months ended June 30:
Premiums ceded to reinsurers 27,465 16,531
Losses and loss expenses
ceded to reinsurers 19,333 31,429
Commissions from reinsurers 7,791 5,939
(4) COMPREHENSIVE INCOME OR LOSS: The total realized and unrealized loss for the
quarter ended June 30, 2002 was $3,564 and compares to total realized and
unrealized income of $8,700 for the quarter ended June 30, 2001. For the six
months ended June 30, 2002, total realized and unrealized income was $1,579 and
compares to total realized and unrealized income of $5,436 for the six months
ended June 30, 2001.
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NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(5) REPORTABLE SEGMENTS - PROFIT OR LOSS: The following table provides certain
profit and loss information for each reportable segment. All amounts presented
are computed based upon generally accepted accounting principles. In addition,
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 VOLUNTARY
FLEET PASSENGER FLEET REINSURANCE
TRUCKING AUTOMOBILE TRUCKING ASSUMED ALL OTHER TOTALS
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QUARTER ENDED JUNE 30:
2002:
Direct and assumed premium written $ 27,142 $ 8,733 $ 3,110 $ 2,171 $ 1,328 $ 42,484
Net premium earned and fee income 13,306 8,494 2,176 2,151 887 27,014
Segment profit (loss) (a) 5,086 623 410 388 202 6,709
2001:
Direct and assumed premium written 15,513 7,292 3,958 2,375 958 30,096
Net premium earned and fee income 8,037 8,847 2,381 2,445 816 22,526
Segment profit (loss) (a) 3,068 (130) (106) (56) (12) 2,764
SIX MONTHS ENDED JUNE 30:
2002:
Direct and assumed premium written $ 48,646 $ 19,602 $ 5,745 $ 3,946 $ 2,770 $ 80,709
Net premium earned and fee income 23,903 16,409 4,390 3,357 1,721 49,780
Segment profit (loss) (a) 9,448 1,310 707 640 30 12,135
2001:
Direct and assumed premium written 30,103 18,370 6,825 3,393 2,215 60,906
Net premium earned and fee income 15,434 17,733 4,428 3,418 1,423 42,436
Segment profit (loss) (a) 4,736 (556) (138) 570 (263) 4,349
(a) Segment profit or loss includes the direct marketing agency operations
conducted by Baldwin & Lyons, Inc. after intercompany eliminations.
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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 profits to the Company's consolidated revenue
and income before federal income taxes, respectively.
Three Months Ended Six Months Ended
June 30 June 30
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2002 2001 2002 2001
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REVENUE:
Net premium earned and fee income $ 27,014 $ 22,526 $ 49,780 $ 42,436
Net investment income 3,793 4,413 7,676 8,979
Realized net gains (losses) on investments (735) (1,557) 100 4,981
Other 135 64 262 118
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Total consolidated revenue $ 30,207 $ 25,446 $ 57,818 $ 56,514
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PROFIT:
Segment profit $ 6,709 $ 2,764 $ 12,135 $ 4,349
Net investment income 3,793 4,413 7,676 8,979
Realized net gains (losses) on investments (735) (1,557) 100 4,981
Corporate expenses (2,327) (2,082) (4,442) (4,360)
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Income before federal income taxes $ 7,440 $ 3,538 $ 15,469 $ 13,949
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(7) LOANS TO EMPLOYEES: Beginning in 2000, 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. $7,439 of such full-recourse loans were issued
and outstanding at June 30, 2002 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.
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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. The Company's cash flows 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 but, in
general, overall premium ceded rates, net of ceding commission allowances, have
not changed significantly since 1999. For the six months ended June 30, 2002,
the Company experienced positive cash flow from operations totaling $17.8
million, a significant improvement from the $.9 million in negative cash flow
generated during the first half of 2001. The primary difference in cash flows
for the periods presented is attributable to an unusually large amount of
trucking insurance claim settlements during the first six months of 2001 and
from federal tax refunds received during the first quarter of 2002. An increase
in net premium receipts due to rate increases and new business also contributed
to the increase in cash flows.
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 June 30, 2002.
The Company's assets at June 30, 2002 included $41.0 million in investments
classified as short-term or cash equivalents that were readily convertible to
cash without significant market penalty. An additional $42.9 of fixed maturity
investments will mature within the twelve-month period following June 30, 2002.
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, 2002, $40.1 million may be transferred by dividend or loan to the
parent company without approval by, or notification to, regulatory authorities.
An additional $186.6 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 permit ready access by the parent
company to short-term and long-term sources of credit. The Company has borrowed
$10 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 $29.0 million at June 30, 2002.
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RESULTS OF OPERATIONS
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COMPARISONS OF SECOND QUARTER, 2002 TO SECOND QUARTER, 2001
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Net premiums earned during the second quarter of 2002 increased $4.3 million
(20%) as compared to the same period of 2001. The increase is due primarily to
a 64% increase in premiums from the Company's large fleet trucking program as a
tightening market has allowed for rate increases as well as the addition of new
accounts since the first half of 2001. In addition, the Company's small
business workers' compensation program increased 16% due to rate increases and
continued geographic expansion. Net premiums from the Company's small fleet
trucking and private passenger automobile programs decreased 9% and 5%,
respectively, resulting from rate increases and a re-underwriting effort that
has allowed both divisions to operate at a more profitable level.
Net investment income during the second quarter of 2002 was 14% lower than the
second quarter of 2001 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 more
than a full percentage point from the prior year quarter. After tax yields
posted a similar decline.
The second quarter 2002 net realized loss on investments of $.7 million
consisted nearly entirely of net losses on equity securities.
Losses and loss expenses incurred during the second quarter of 2002 were $1.0
million higher than the second quarter of 2001. This increase is due primarily
to higher current period losses reflective of the increased premium volume in
the Company's large fleet trucking business. This increase was partially offset
by significantly improved loss experience in the remainder of the Company's
product divisions. Loss ratios for each of the Company's major product lines
were as follows:
2002 2001
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Fleet trucking 71.2% 73.6%
Reinsurance assumed 67.5 91.5
Private passenger automobile 65.5 72.4
Small fleet trucking 48.7 77.0
All lines 66.3 75.2
Other operating expenses for the second quarter of 2002 decreased 1.7% from the
second quarter of 2001 compared with the 20% net earned premium increase noted
above. The Company cedes a large portion of its direct premiums to reinsurers
and these reinsurance premiums carry significant expense offsets. Total ceding
allowances totaled $4.3 million for the 2002 quarter compared to $3.2 million
for the 2001 quarter. The ratio of consolidated other operating expenses to
total revenue (adjusted for realized gains) was 18.2% during the second quarter
of 2002 compared to 21.2% for the 2001 second quarter.
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The effective federal tax rate for consolidated operations for the second
quarter of 2002 was 33.8% and is less than the statutory rate primarily because
of tax exempt investment income.
As a result of the factors mentioned above, and principally the improved
underwriting results of the Company's insurance subsidiaries, net income
increased $2.3 million (86.2%) during the second quarter of 2002 as compared
with the 2001 second quarter.
COMPARISONS OF SIX MONTHS ENDED JUNE 30, 2002 TO
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SIX MONTHS ENDED JUNE 30, 2001
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Net premiums earned increased $7.0 million (17%) during the first six months of
2002 as compared to the same period of 2001. The increased premium volume is
primarily attributable to a 53% increase in the Company's fleet trucking product
for the same reasons mentioned above in the quarterly comparison. This increase
was partially offset by an 8% decrease in private passenger automobile premiums
resulting from that division's re-underwriting efforts.
Net investment income during the first half of 2002 was 15% lower than the 2001
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 $.1 million for the first six months of
2002 consists of $.3 million of net gains on fixed maturity investments and was
partially offset by $.2 million in losses in other investment categories,
primarily equities. Net realized gains for the first half of 2001 were $5.0
million.
Losses and loss expenses incurred during the first six months of 2002 increased
$.4 million from the first six months of 2001, as across-the-board improvements
in underwriting results for each of the Company's product divisions was offset
by the increased exposure inherent with the growth in earned premium. Loss and
loss expense ratios for the comparative six-month periods were as follows:
2002 2001
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Fleet trucking 69.5% 78.4%
Voluntary reinsurance assumed 60.5 70.6
Private passenger automobile 64.2 73.7
Small fleet trucking 52.7 73.8
All lines 65.0 75.3
Other operating expenses decreased $.6 million (4.8%) during the first six
months of 2002 compared to the same period of 2001. Ceding commission
allowances included in net expenses were $7.8 million for the 2002 period
compared to $5.9 million in the prior year period. The ratio of other operating
expenses to total revenue (adjusted for realized gains) was 19.8% for 2002
compared to 23.3% for 2001.
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The effective federal tax rate for consolidated operations for the first six
months of 2002 was 32.9% and is less than the statutory rate primarily because
of tax exempt investment income.
As the result of improved underwriting results of the Company's insurance
subsidiaries, largely offset by a $4.9 million decrease in realized net gains on
investment, net income increased $.6 million (5.7%) during the second quarter of
2002 as compared with the 2001 second quarter.
FORWARD-LOOKING INFORMATION
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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.
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(11) Statement regarding computation EXHIBIT 11 --
of per share earnings Computation of Per Share
Earnings
ITEM 6 (b) REPORTS ON FORM 8-K
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No reports on Form 8-K have been filed by the registrant during the three months
ended June 30, 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 6, 2002 By /s/ Gary W. Miller
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Gary W. Miller, Chairman and CEO
Date August 6, 2002 By /s/ G. Patrick Corydon
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G. Patrick Corydon,
Senior Vice President - Finance
(Principal Financial and
Accounting Officer)
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BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended June 30, 2002
INDEX TO EXHIBITS
BEGINS ON SEQUENTIAL
PAGE NUMBER OF FORM
EXHIBIT NUMBER 10-Q
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EXHIBIT 11 Filed herewith electronically
Computation of per share earnings
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