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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
September 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 November 6, 2003:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,666,666
Class B (nonvoting) 11,900,602
Index to Exhibits located on page 15.
Page 1 of a total of 22 pages
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30 December 31
2003 2002
------------------ ------------------
ASSETS
Investments:
Fixed maturities $ 311,675 $ 290,155
Equity securities 118,146 105,441
Short-term and other 22,529 9,158
------------------ ------------------
452,350 404,754
Cash and cash equivalents 45,102 41,699
Accounts receivable 40,809 33,646
Reinsurance recoverable 154,566 137,870
Notes receivable from employees 5,163 7,494
Current federal income taxes - 1,701
Other assets 19,537 17,298
------------------ ------------------
$ 717,527 $ 644,462
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 309,214 $ 277,744
Reserves for unearned premiums 39,317 29,016
Accounts payable and accrued expenses 43,885 39,854
Note payable to bank - 7,500
Current federal income taxes 2,284 -
Deferred federal income taxes 8,756 5,760
------------------ ------------------
403,456 359,874
Shareholders' equity:
Common stock-no par value 621 621
Additional paid-in capital 35,359 35,248
Unrealized net gains on investments 39,659 29,640
Retained earnings 238,432 219,079
------------------ ------------------
314,071 284,588
------------------ ------------------
$ 717,527 $ 644,462
================== ==================
Number of common and common
equivalent shares outstanding 14,701 14,645
Book value per outstanding share $21.36 $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 Nine Months Ended
September 30 September 30
---------------------------------- ----------------------------------
2003 2002 2003 2002
--------------- --------------- ---------------- ---------------
REVENUES
Net premiums earned $ 37,513 $27,040 $106,174 $74,569
Net investment income 2,987 3,524 9,484 11,200
Realized net gains (losses) on investments 2,048 (4,972) 5,335 (4,872)
Other income 1,547 1,288 4,492 3,801
--------------- --------------- ---------------- ---------------
44,095 26,880 125,485 84,698
EXPENSES
Losses and loss expenses incurred 24,411 17,388 68,822 48,289
Other operating expenses 7,694 5,461 22,822 16,909
--------------- --------------- ---------------- ---------------
32,105 22,849 91,644 65,198
--------------- --------------- ---------------- ---------------
INCOME BEFORE FEDERAL INCOME TAXES 11,990 4,031 33,841 19,500
Federal income taxes 3,868 1,200 10,886 6,288
--------------- --------------- ---------------- ---------------
NET INCOME $ 8,122 $ 2,831 $22,955 $ 13,212
=============== =============== ================ ===============
PER SHARE DATA:
DILUTED EARNINGS $ .55 $ .19 $ 1.56 $ .90
=============== =============== ================ ===============
BASIC EARNINGS $ .56 $ .19 $ 1.58 $ .90
=============== =============== ================ ===============
DIVIDENDS PAID TO SHAREHOLDERS $ .10 $ .08 $ .30 $ .24
=============== =============== ================ ===============
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 14,558 14,553 14,557 14,630
Dilutive effect of options outstanding 184 102 141 102
--------------- --------------- ---------------- ---------------
Average shares outstanding - diluted 14,742 14,655 14,698 14,732
=============== =============== ================ ===============
See notes to condensed consolidated financial statements.
- 3 -
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Nine Months Ended
September 30
2003 2002
-------------- ---------------
Net cash provided by operating activities $ 42,170 $ 16,837
Investing activities:
Purchases of long-term investments (166,364) (123,809)
Proceeds from sales or maturities
of long-term investments 153,554 108,011
Net sales (purchases) of short-term investments (14,489) 17,994
Decrease (increase) in notes receivable from employees 2,316 (4,976)
Other investing activities (1,920) (1,254)
-------------- ---------------
Net cash used in investing activities (26,903) (4,034)
Financing activities:
Dividends paid to shareholders (4,369) (3,472)
Cost of treasury stock purchased - (8,978)
Drawing on line of credit - 10,000
Repayment on line of credit (7,500) -
Proceeds from sales of common stock 5 2
-------------- ---------------
Net cash used in financing activities (11,864) (2,448)
-------------- ---------------
Increase in cash and cash equivalents 3,403 10,355
Cash and cash equivalents at beginning of period 41,699 31,840
-------------- ---------------
Cash and cash equivalents at end of period $45,102 $42,195
============== ===============
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 September 30:
Premiums ceded to reinsurers $ 19,000 $ 16,853
Losses and loss expenses
ceded to reinsurers 18,795 8,557
Commissions from reinsurers 5,150 4,551
Nine months ended September 30:
Premiums ceded to reinsurers 54,090 44,318
Losses and loss expenses
ceded to reinsurers 61,077 27,890
Commissions from reinsurers 14,740 12,342
(4) COMPREHENSIVE INCOME OR LOSS: Total realized and unrealized income for the
quarter ended September 30, 2003 was $9,547 and compares to a total realized and
unrealized loss of $2,638 for the quarter ended September 30, 2002. For the nine
months ended September 30, 2003, total realized and unrealized income was
$33,741 and compares to a total realized and unrealized loss of $1,059 for the
nine months ended September 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 Direct and
ASSUMED NET PREMIUM Assumed Net Premium
PREMIUM EARNED AND SEGMENT Premium Earned and Segment
WRITTEN FEE INCOME PROFIT (LOSS) Written Fee Income Profit (Loss)
------------- -------------- ------------ ------------- ------------- ------------
THREE MONTHS ENDED SEPTEMBER 30:
PROTECTIVE PRODUCTS:
Fleet trucking $ 37,803 $ 21,023 $ 8,241 $ 28,899 $ 14,055 $ 6,495
Reinsurance assumed 2,993 2,881 607 2,504 2,327 329
SAGAMORE PRODUCTS:
Personal division 9,522 10,552 1,163 7,434 8,570 623
Commercial division:
Small fleet trucking 4,407 2,620 59 2,884 2,076 405
Workers' compensation 2,595 1,630 (313) 1,720 926 15
------------- -------------- ------------ ------------- ------------- ------------
Total Commercial division 7,002 4,250 (254) 4,604 3,002 420
All other 224 196 (202) 223 178 (350)
------------- -------------- ------------ ------------- ------------- ------------
Totals $ 57,544 $ 38,902 $ 9,555 $ 43,664 $ 28,132 $ 7,517
============= ============== ============ ============= ============= ============
NINE MONTHS ENDED SEPTEMBER 30:
PROTECTIVE PRODUCTS:
Fleet trucking $ 108,290 $ 59,933 $ 23,279 $ 77,545 $ 37,958 $ 15,943
Reinsurance assumed 8,602 8,711 1,590 6,450 5,684 969
SAGAMORE PRODUCTS:
Personal division 33,117 30,035 2,647 27,036 24,979 1,933
Commercial division:
Small fleet trucking 12,744 6,523 237 8,629 6,466 1,112
Workers' compensation 7,137 4,315 (792) 4,354 2,531 40
------------- -------------- ------------ ------------- ------------- ------------
Total Commercial division 19,881 10,838 (555) 12,983 8,997 1,152
All other 668 567 (258) 359 295 (345)
------------- -------------- ------------ ------------- ------------- ------------
Totals $ 170,558 $ 110,084 $ 26,703 $ 124,373 $ 77,913 $ 19,652
============= ============== ============ ============= ============= ============
- 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 Nine Months Ended
September 30 September 30
2003 2002 2003 2002
------------- ------------- ------------- -------------
REVENUE:
Net premium earned and fee income $ 38,902 $ 28,132 $ 110,084 $ 77,913
Net investment income 2,987 3,524 9,484 11,200
Realized net gains (losses) on investments 2,048 (4,972) 5,335 (4,872)
Other 158 196 582 457
------------- ------------- ------------- -------------
Total consolidated revenue $ 44,095 $ 26,880 $ 125,485 $ 84,698
============= ============= ============= =============
PROFIT:
Segment profit $ 9,555 $ 7,517 $ 26,703 $ 19,652
Net investment income 2,987 3,524 9,484 11,200
Realized net gains (losses) on investments 2,048 (4,972) 5,335 (4,872)
Corporate expenses (2,600) (2,038) (7,681) (6,480)
------------- ------------- ------------- -------------
Income before federal income taxes $ 11,990 $ 4,031 $ 33,841 $ 19,500
============= ============= ============= =============
(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 $5,163 remain outstanding at September 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 generally
decreased since 2001, reflective of the effect of the provisions of reinsurance
agreements currently in place. For the nine months ended September 30, 2003, the
Company experienced positive cash flow from operations totaling $42.2 million, a
significant improvement from the $16.8 million in positive cash flow generated
during the first nine months of 2002. The primary difference in cash flows for
the periods presented is attributable to a 53% increase in premiums collected
net of reinsurance. The increase in premium collections was partially offset by
a related increase in operating expenses that normally follows such a premium
volume increase as well as an increase federal income taxes paid.
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 3.8 years at September 30, 2003 compared
to 2.9 years at December 31, 2002.
The Company's assets at September 30, 2003 included $45.1 million in investments
classified as short-term or cash equivalents that were readily convertible to
cash without significant market penalty. An additional $72.4 of fixed maturity
investments will mature within the twelve-month period following September 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
September 30, 2003, $44.4 million may be transferred by dividend or loan to the
parent company without approval by, or prior notification to, regulatory
authorities. An additional $203.0 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. The parent company had cash and marketable securities valued at $39.8
million at September 30, 2003.
- 8 -
The Company's annualized premium writing to surplus ratio for the first nine
months of 2003 was approximately 51%. 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 levels are several times
higher than the minimum amounts designated by the National Association of
Insurance Commissioners.
RESULTS OF OPERATIONS
COMPARISONS OF THIRD QUARTER, 2003 TO THIRD QUARTER, 2002
Net premiums earned during the third quarter of 2003 increased $10.5 million
(39%) as compared to the same period of 2002. The increase is due primarily to a
51% 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 year. In addition, premiums from the Company's small
business workers' compensation, small fleet trucking and private passenger
automobile programs increased 82%, 25% and 23%, respectively, due to rate
increases by competitors, which allow Sagamore's pricing to be more competitive,
as well as continued geographic expansion.
Direct and assumed premiums written during the third quarter of 2003 totaled
$57.5 million, a 32% increase from the $43.7 million reported a year earlier.
All divisions experienced direct premium growth ranging from 20% to 53% when
compared to the third quarter of 2002. Premium ceded to reinsurers averaged
35.0% of direct premium production for the current quarter compared to 41.1% a
year earlier.
Net investment income, before tax, during the third quarter of 2003 was 15%
lower than the third quarter of 2002 due primarily to the continuing
historically low level of 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 percentage point 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
increased from 2.9 years at the prior year-end to 3.8 years at September 30,
2003.
The third quarter 2003 net realized gain of $2.0 million consisted of net gains
on the disposal of equity securities, short-term investments and fixed
maturities of $1.9 million, $.2 million and $.1 million, respectively. The above
gains were partially offset by a charge for other-than-temporary impairment on
investments of $.2 million.
- 9 -
Losses and loss expenses incurred during the third quarter of 2003 increased
$7.0 million from that experienced during the third 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 65.5% 64.4%
Private passenger automobile 60.8 63.8
Small fleet trucking 66.2 44.3
Voluntary reinsurance assumed 60.0 70.8
Small business workers' compensation 80.2 61.7
All lines 65.1 64.3
The increase in the Small Fleet Trucking loss ratio resulted from higher
frequency and severity of claims compared to an unusually low third quarter of
2002. The 2003 Small Business Workers' Compensation loss ratio reflects
continuing reevaluation of the adequacy of prior period loss reserving.
Other operating expenses for the third quarter of 2003 increased 41% from the
third quarter of 2002. Adjusted for ceding allowances, operating expenses
increased 28% from the third quarter of 2002 and compare favorably with the 39%
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 $5.2
million for the 2003 quarter compared to $4.6 million for the 2002 quarter. The
ratio of consolidated other operating expenses to operating revenue was 18.3%
during the third quarter of 2003 compared to 17.1% for the 2002 third 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 third 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, principally the change in net
realized capital gains, net income increased $5.3 million (186.9%) during the
third quarter of 2003 as compared with the 2002 second quarter.
- 10 -
COMPARISONS OF NINE MONTHS ENDED SEPTEMBER 30, 2003 TO
NINE MONTHS ENDED SEPTEMBER 30, 2002
Net premiums earned increased $31.6 million (42%) during the first nine months
of 2003 as compared to the same period of 2002. The increased premium volume is
primarily attributable to a 61% 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 20%, 38%
and 73%, respectively, all for reasons discussed in the quarterly comparison.
Direct premiums written and assumed during the first nine months of 2003 totaled
$170.6 million, a 37% increase from the $124.4 million reported a year earlier.
All divisions experienced direct premium growth ranging from 22% to 64% when
compared to the first nine months of 2002. Premium ceded to reinsurers averaged
33.4% of direct premium production for the current year-to-date compared to
37.8% a year earlier.
Net investment income during the first nine months 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 $5.3 million for the first nine months
of 2003 consists of net gains on the disposal of equity securities and fixed
maturity investments of $7.0 million and $.6 million, respectively, and was
partially offset by $.2 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
$1.6 million and $.4 million, respectively.
Losses and loss expenses incurred during the first nine months of 2003 increased
$20.5 million from the first nine months of 2002, consistent with the increased
premium volume previously discussed. Loss and loss expense ratios for the
comparative nine-month periods were as follows:
2003 2002
---- ----
Large and medium fleet trucking 65.4% 67.6%
Private passenger automobile 62.2 64.1
Small fleet trucking 60.5 50.0
Voluntary reinsurance assumed 62.5 64.7
Small business workers' compensation 80.7 57.3
All lines 64.8 64.8
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 increased $5.9 million (35%) during the first nine
months of 2003 compared to the same period of 2002. Ceding commission allowances
included in net expenses were $14.7 million for the 2003 period compared to
$12.3 million in the prior year period. The ratio of other operating expenses to
total revenue (adjusted for realized gains) was 19.0% for 2003 compared to 18.9%
for 2002. The slight increase in this ratio is due to the same reasons mentioned
in the quarterly comparison.
- 11 -
The effective federal tax rate for consolidated operations for the first nine
months of 2003 was 32.2% and is less than the statutory rate primarily because
of tax exempt investment income.
As a result of the factors mentioned above, principally the change in net
realized capital gains, net income increased $9.7 million (73.8%) during the
first nine months of 2003 as compared with the 2002 period.
FORWARD-LOOKING INFORMATION
Any forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company; (ii) the Company's business is
highly competitive and the entrance of new competitors into or the expansion of
the operations by existing competitors in the Company's markets and other
changes in the market for insurance products could adversely affect the
Company's plans and results of operations; (iii) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission; and (iv) other risks and factors which may be beyond the
control or foresight of the Company.
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 July 25, 2003 regarding its earnings
announcement for the second 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 November 6, 2003 By /S/ Gary W. Miller
----------------------- -----------------------------------
Gary W. Miller, Chairman and CEO
Date November 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 September 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 -