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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
------------------------------------------------------
For Quarter Ended Commission file number
June 30, 2003 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
- ------------------------------------------------- -----
(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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of August 5, 2003:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,666,666
Class B (nonvoting) 11,891,854
Index to Exhibits located on page 15.
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
2003 2002
------------------ ------------------
ASSETS
Investments:
Fixed maturities $ 285,296 $ 290,155
Equity securities 114,311 105,441
Short-term and other 16,356 9,158
------------------ ------------------
415,963 404,754
Cash and cash equivalents 61,304 41,699
Accounts receivable 37,207 33,646
Reinsurance recoverable 148,237 137,870
Notes receivable from employees 6,996 7,494
Current federal income taxes - 1,701
Other assets 18,997 17,298
------------------ ------------------
$ 688,704 $ 644,462
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 292,295 $ 277,744
Reserves for unearned premiums 38,296 29,016
Accounts payable and accrued expenses 40,653 39,854
Note payable to bank - 7,500
Current federal income taxes 2,783 -
Deferred federal income taxes 8,734 5,760
------------------ ------------------
382,761 359,874
Shareholders' equity:
Common stock-no par value 621 621
Additional paid-in capital 35,321 35,248
Unrealized net gains on investments 38,258 29,640
Retained earnings 231,742 219,079
------------------ ------------------
305,942 284,588
------------------ ------------------
$ 688,704 $ 644,462
================== ==================
Number of common and common
equivalent shares outstanding 14,699 14,645
Book value per outstanding share $20.81 $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 Six Months Ended
June 30 June 30
---------------------------------- ----------------------------------
2003 2002 2003 2002
--------------- --------------- ---------------- ---------------
REVENUES
Net premiums earned $ 36,960 $25,865 $68,661 $47,529
Net investment income 3,124 3,793 6,497 7,676
Realized net gains (losses) on investments 5,739 (735) 3,287 100
Commissions and other income 1,443 1,284 2,945 2,513
--------------- --------------- ---------------- ---------------
47,266 30,207 81,390 57,818
EXPENSES
Losses and loss expenses incurred 23,900 17,137 44,411 30,901
Other operating expenses 8,145 5,630 15,128 11,448
--------------- --------------- ---------------- ---------------
32,045 22,767 59,539 42,349
--------------- --------------- ---------------- ---------------
INCOME BEFORE FEDERAL INCOME TAXES 15,221 7,440 21,851 15,469
Federal income taxes 4,920 2,518 7,018 5,088
--------------- --------------- ---------------- ---------------
NET INCOME $ 10,301 $ 4,922 $14,833 $ 10,381
=============== =============== ================ ===============
PER SHARE DATA:
DILUTED EARNINGS $ .70 $ .34 $ 1.01 $ .70
=============== =============== ================ ===============
BASIC EARNINGS $ .71 $ .34 $ 1.02 $ .71
=============== =============== ================ ===============
DIVIDENDS PAID TO SHAREHOLDERS $ .10 $ .08 $ .20 $ .16
=============== =============== ================ ===============
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 14,558 14,557 14,556 14,669
Dilutive effect of options outstanding 157 101 116 101
--------------- --------------- ---------------- ---------------
Average shares outstanding - diluted 14,715 14,658 14,672 14,770
=============== =============== ================ ===============
See notes to condensed consolidated financial statements.
- 3 -
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Six Months Ended
June 30
2003 2002
-------------- ---------------
Net cash provided by operating activities $ 25,565 $ 17,809
Investing activities:
Purchases of long-term investments (90,297) (86,715)
Proceeds from sales or maturities
of long-term investments 104,475 70,053
Net sales (purchases) of short-term investments (8,946) 15,012
Decrease (increase) in notes receivable from employees 495 (5,036)
Other investing activities (1,278) (799)
-------------- ---------------
Net cash provided by (used in) investing activities 4,449 (7,485)
Financing activities:
Dividends paid to shareholders (2,913) (2,308)
Cost of treasury stock purchased - (8,854)
Drawing on line of credit - 10,000
Repayment on line of credit (7,500) -
Proceeds from sales of common stock 4 2
-------------- ---------------
Net cash used in financing activities (10,409) (1,160)
-------------- ---------------
Increase in cash and cash equivalents 19,605 9,164
Cash and cash equivalents at beginning of period 41,699 31,840
-------------- ---------------
Cash and cash equivalents at end of period $61,304 $41,004
============== ===============
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 notes 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.
- 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 June 30:
Premiums ceded to reinsurers $ 17,377 $ 15,795
Losses and loss expenses
ceded to reinsurers 21,189 4,413
Commissions from reinsurers 4,765 4,344
Six months ended June 30:
Premiums ceded to reinsurers 35,090 27,465
Losses and loss expenses
ceded to reinsurers 42,282 19,333
Commissions from reinsurers 9,590 7,791
(4) COMPREHENSIVE INCOME OR LOSS: Total realized and unrealized income for the
quarter ended June 30, 2003 was $20,556 and compares to a total realized and
unrealized loss of $3,564 for the quarter ended June 30, 2002. For the six
months ended June 30, 2003, total realized and unrealized income was $24,194 and
compares to total realized and unrealized income of $1,579 for the six months
ended June 30, 2002.
- 5 -
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,
segment profit for fleet trucking includes the direct marketing agency
operations conducted by the parent company and is computed after elimination of
inter-company commissions and, accordingly, segment profit presented here will
not agree with statutory underwriting gains for this segment which may be quoted
elsewhere in the Company's financial statements.
2003 2002
--------------------------------------------- -----------------------------------------
DIRECT AND NET PREMIUM SEGMENT PROFIT Direct and Net Premium Segment
ASSUMED EARNED AND (LOSS) Assumed Earned and Profit (Loss)
PREMIUM FEE INCOME Premium Fee Income
WRITTEN Written
------------- ------------- --------------- ------------- ------------ ------------
QUARTER ENDED JUNE 30:
PROTECTIVE PRODUCTS:
Fleet trucking $ 36,048 $ 20,803 $ 8,153 $ 27,142 $ 13,306 $ 5,086
Reinsurance assumed 2,786 3,271 500 2,171 2,151 388
SAGAMORE PRODUCTS:
Personal division 9,857 10,241 849 8,733 8,494 623
Commercial division:
Small fleet trucking 4,760 2,111 24 3,110 2,176 410
Workers' compensation 2,350 1,553 (469) 1,260 829 152
------------- ------------- --------------- ------------- ------------ ------------
Total Commercial division 7,110 3,664 (445) 4,370 3,005 562
All other 342 272 (207) 68 58 50
------------- ------------- --------------- ------------- ------------ ------------
Totals $ 56,143 $ 38,251 $ 8,850 $ 42,484 $ 27,014 $ 6,709
============= ============= =============== ============= ============ ============
SIX MONTHS ENDED JUNE 30:
PROTECTIVE PRODUCTS:
Fleet trucking $ 70,486 $ 38,910 $ 15,034 $ 48,646 $ 23,903 $ 9,448
Reinsurance assumed 5,609 5,830 983 3,946 3,357 640
SAGAMORE PRODUCTS:
Personal division 23,594 19,484 1,485 19,602 16,409 1,310
Commercial division:
Small fleet trucking 8,337 3,903 177 5,745 4,390 707
Workers' compensation 4,542 2,685 (480) 2,634 1,605 24
------------- ------------- --------------- ------------- ------------ ------------
Total Commercial division 12,879 6,588 (303) 8,379 5,995 731
All other 445 371 (50) 136 116 6
------------- ------------- --------------- ------------- ------------ ------------
Totals $ 113,013 $ 71,183 $ 17,149 $ 80,709 $ 49,780 $ 12,135
============= ============= =============== ============= ============ ============
- 6 -
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
2003 2002 2003 2002
------------- ------------- ------------- ------------
REVENUE:
Net premium earned and fee income $ 38,251 $ 27,014 $ 71,183 $ 49,780
Net investment income 3,124 3,793 6,497 7,676
Realized net gains (losses) on investments 5,739 (735) 3,287 100
Other 152 135 423 262
------------- ------------- ------------- ------------
Total consolidated revenue $ 47,266 $ 30,207 $ 81,390 $ 57,818
============= ============= ============= ============
PROFIT:
Segment profit $ 8,850 $ 6,709 $ 17,149 $ 12,135
Net investment income 3,124 3,793 6,497 7,676
Realized net gains (losses) on investments 5,739 (735) 3,287 100
Corporate expenses (2,492) (2,327) (5,082) (4,442)
------------- ------------- ------------- ------------
Income before federal income taxes $ 15,221 $ 7,440 $ 21,851 $ 15,469
============= ============= ============= ============
(7) LOANS TO EMPLOYEES: In 2000, 2001 and 2002 the Company provided loans to
certain key employees for the sole purpose of purchasing the Company's Class B
common stock in the open market. $7,260 of such full-recourse loans were issued
and $6,996 remain outstanding at June 30, 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.
- 7 -
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 flow relating to premiums
is significantly affected by reinsurance programs in effect from time-to-time
whereby the Company cedes both premium and risk to other insurance and
reinsurance companies. These programs vary significantly among products and
overall premium ceded rates, net of ceding commission allowances, have decreased
recently reflective of the effect of the provisions of reinsurance agreements
currently in place. For the six months ended June 30, 2003, the Company
experienced positive cash flow from operations totaling $25.6 million, a
significant improvement from the $17.8 million in positive cash flow generated
during the first half of 2002. The primary difference in cash flows for the
periods presented is attributable to a 46% increase in premiums collected net of
reinsurance. The increase in premium collections was partially offset by related
increases in losses paid and operating expenses that normally follow such a
premium volume increase.
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 June 30, 2003 compared to
2.9 years at December 31, 2002.
The Company's assets at June 30, 2003 included $61.3 million in investments
classified as short-term or cash equivalents that were readily convertible to
cash without significant market penalty. An additional $72.8 of fixed maturity
investments will mature within the twelve-month period following June 30, 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
June 30, 2003, $44.0 million may be transferred by dividend or loan to the
parent company without approval by, or notification to, regulatory authorities.
An additional $203.2 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. The parent
company had cash and marketable securities valued at $40.8 million at June 30,
2003.
- 8 -
The Company's annualized premium writing to surplus ratio for the first half of
2003 was approximately 53%. 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
Commissioners.
RESULTS OF OPERATIONS
COMPARISONS OF SECOND QUARTER, 2003 TO SECOND QUARTER, 2002
Net premiums earned during the second quarter of 2003 increased $11.1 million
(43%) as compared to the same period of 2002. The increase is due primarily to a
61% 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 six quarters. In addition, premiums from the Company's
voluntary reinsurance assumed program increased 39% due primarily to increased
participation under existing agreements and new programs effective January 1,
2003. In addition, premiums from the Company's small business workers'
compensation and private passenger automobile programs increased 93% and 20%,
respectively, due to rate increases by competitors, which allow Sagamores's
pricing to be more competitive, and continued geographic expansion. Premiums
from the small fleet trucking program are nearly level with that of the prior
year quarter as this product is gaining momentum in the marketplace.
Direct premiums written and assumed during the second quarter of 2003 totaled
$56.1 million, a 32% increase from the $42.5 million reported a year earlier.
All divisions experienced direct premium growth ranging from 16% to 87% when
compared to the second quarter of 2002. Premium ceded to reinsurers averaged
32.8% of direct premium production for the current quarter compared to 39.2% a
year earlier.
Net investment income, before tax, during the second quarter of 2003 was 18%
lower than the second 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 one and three-quarters percentage points from the prior year quarter.
After tax yields posted a slightly smaller decline as a portion of the Company's
fixed income portfolio was converted from taxable to tax-exempt securities. 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 June 30, 2003 reflecting management's
continuing decision not to commit funds for longer terms as long as interest
rates remain at 50 year lows.
The second quarter 2003 net realized gain of $5.7 million consisted of net gains
on equity securities, short-term investments and fixed maturities and of $5.3
million, $.3 million and $.3 million, respectively. The above gains were
partially offset by a charge for other-than-temporary impairment on investments
of $.1 million.
- 9 -
Losses and loss expenses incurred during the second quarter of 2003 increased
$6.8 million from that experienced during the second 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 63.3% 71.2%
Private passenger automobile 62.7 65.5
Small fleet trucking 59.2 48.7
Voluntary reinsurance assumed 61.8 67.5
Small business workers' compensation 96.1 47.1
All lines 64.7 66.3
The increase in the loss and loss expense ratio for small business workers'
compensation is due to reserve strengthening of prior period cases resulting
from a reevaluation of exposures for this product. Because of the relatively
small size of this product, the higher product loss ratio did not have a
material impact on the consolidated loss ratio.
Other operating expenses for the second quarter of 2003 increased 45% from the
second quarter of 2002. Adjusted for ceding allowances, operating expenses
increased 29% from the second quarter of 2002 and compares favorably with the
43% increase in premiums earned from the 2002 quarter as many of the Company's
expenses do not vary directly with premium volume. Ceding allowances as a
percentage of direct expenses have declined due to changes in the Company's
reinsurance structure whereby the Company now retains a greater percentage of
the risk compared to prior periods, particularly within the fleet trucking
product. In addition, ceding allowance rates are slightly lower under current
reinsurance agreements compared to rates in effect under prior period
agreements. 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. Ceding allowances totaled $4.8
million for the 2003 quarter compared to $4.3 million for the 2002 quarter. The
ratio of consolidated other operating expenses to operating revenue was 19.6%
during the second quarter of 2003 compared to 18.2% for the 2002 second quarter
reflecting the diminished effect of ceding commissions, contingent commissions
to non-affiliated agents resulting from lower loss ratios and increases in
payroll resulting from expanding business.
The effective federal tax rate for consolidated operations for the second
quarter of 2003 was 32.3% and is less than the statutory rate primarily because
of tax exempt investment income.
As a result of the factors mentioned above, net income increased $5.4 million
(109.3%) during the second quarter of 2003 as compared with the 2002 second
quarter.
- 10 -
COMPARISONS OF SIX MONTHS ENDED JUNE 30, 2003 TO
SIX MONTHS ENDED JUNE 30, 2002
Net premiums earned increased $21.1 million (44%) during the first six months of
2003 as compared to the same period of 2002. The increased premium volume is
primarily attributable to a 68% increase in the Company's fleet trucking product
for the same reasons mentioned above in the quarterly comparison. In addition,
net premiums earned for the private passenger automobile, voluntary reinsurance
assumed, and small business workers' compensation products increased 18%, 58%
and 68%, respectively, all for reasons discussed in the quarterly comparison.
Direct premiums written and assumed during the first half of 2003 totaled $113.0
million, a 40% increase from the $80.7 million reported a year earlier. All
divisions experienced direct premium growth ranging from 20% to 72% when
compared to the first half of 2002. Premium ceded to reinsurers averaged 32.8%
of direct premium production for the current quarter compared to 35.8% a year
earlier.
Net investment income during the first half of 2003 was 15% lower than the 2002
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 $3.3 million for the first six months of
2003 consists of net gains on equity securities and fixed maturity investments
of $5.1 million and $.5 million, respectively, and was partially offset by $.5
million in losses in short-term and other investments. The net realized gain was
also partially offset by charges for other-than-temporary impairment on equity
securities and fixed maturities of $1.4 million and $.4 million, respectively.
Losses and loss expenses incurred during the first six months of 2003 increased
$13.5 million from the first six months of 2002, consistent with the increased
premium volume previously discussed. Loss and loss expense ratios for the
comparative six-month periods were as follows:
2003 2002
---- ----
Large and medium fleet trucking 65.3% 69.5%
Private passenger automobile 62.9 64.2
Small fleet trucking 56.7 52.7
Voluntary reinsurance assumed 63.7 60.5
Small business workers' compensation 81.1 54.7
All lines 64.7 65.0
Other operating expenses increased $3.7 million (32%) during the first six
months of 2003 compared to the same period of 2002. Ceding commission allowances
included in net expenses were $9.6 million for the 2003 period compared to $7.8
million in the prior year period. The ratio of other operating expenses to total
revenue (adjusted for realized gains) was 19.4% for 2003 compared to 19.8% for
2002.
The effective federal tax rate for consolidated operations for the first six
months of 2003 was 32.1% and is less than the statutory rate primarily because
of tax exempt investment income.
As a result of the factors mentioned above, net income increased $4.5 million
(42.9%) during the first half of 2003 as compared with the 2002 period.
- 11 -
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.
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.
- 12 -
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 Section 302 of the Certification of CEO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
(99.2) Certification of CFO EXHIBIT 99.2
pursuant to Section 302 of the Certification of CFO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
(99.3) Certification of CEO EXHIBIT 99.3
pursuant to Section 906 of the Certification of CEO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
(99.4) Certification of CFO EXHIBIT 99.4
pursuant to Section 906 of the Certification of CFO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
ITEM 6 (b) REPORTS ON FORM 8-K
A Form 8-K was filed by the registrant on May 1, 2003 regarding its earnings
announcement for the first quarter of 2003.
- 13 -
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, 2003 By /S/ Gary W. Miller
-------------------- -----------------------------------
Gary W. Miller, Chairman and CEO
Date August 6, 2003 By /S/ G. Patrick Corydon
-------------------- -----------------------------------
G. Patrick Corydon,
Senior Vice President - Finance
(Principal Financial and
Accounting Officer)
- 14 -
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended June 30, 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 Section 302 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
EXHIBIT 99.2 Filed herewith electronically
Certification of CFO
pursuant to Section 302 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
EXHIBIT 99.3 Filed herewith electronically
Certification of CEO
pursuant to Section 906 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
EXHIBIT 99.4 Filed herewith electronically
Certification of CFO
pursuant to Section 906 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
- 15 -