1
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, 2004 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
----- -----
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 4, 2004:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,666,666
Class B (nonvoting) 11,969,746
Index to Exhibits located on page 15.
Page 1 of a total of 22 pages
2
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
2004 2003
---------------- -----------------
ASSETS
Investments:
Fixed maturities $ 322,445 $ 321,193
Equity securities 127,367 130,139
Short-term and other 33,538 36,545
---------------- -----------------
483,350 487,877
Cash and cash equivalents 46,127 30,078
Accounts receivable 39,109 37,333
Reinsurance recoverable 208,872 185,457
Notes receivable from employees 3,362 4,828
Other assets 18,814 17,634
---------------- -----------------
$ 799,634 $ 763,207
================ =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 377,328 $ 343,724
Reserves for unearned premiums 41,068 36,803
Accounts payable and accrued expenses 43,157 44,005
Current federal income taxes 781 901
Deferred federal income taxes 10,911 13,200
---------------- -----------------
473,245 438,633
Shareholders' equity:
Common stock-no par value 624 623
Additional paid-in capital 35,881 35,419
Unrealized net gains on investments 39,788 44,837
Retained earnings 250,096 243,695
---------------- -----------------
326,389 324,574
---------------- -----------------
$ 799,634 $ 763,207
================ =================
Number of common and common
equivalent shares outstanding 14,765 14,752
Book value per outstanding share $22.11 $22.00
See notes to condensed consolidated financial statements.
3
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
------------------------------ ------------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
REVENUES
Net premiums earned $ 43,403 $ 36,960 $81,900 $68,661
Net investment income 3,008 3,124 6,180 6,497
Realized net gains on investments 2,290 5,739 8,108 3,287
Other income 1,803 1,443 3,709 2,945
------------- ------------- ------------- -------------
50,504 47,266 99,897 81,390
EXPENSES
Losses and loss expenses incurred 29,735 23,900 54,981 44,411
Other operating expenses 7,720 8,145 15,809 15,128
------------- ------------- -------------
-------------
37,455 32,045 70,790 59,539
------------- ------------- ------------- -------------
INCOME BEFORE FEDERAL INCOME TAXES 13,049 15,221 29,107 21,851
Federal income taxes 4,185 4,920 9,344 7,018
------------- ------------- ------------- -------------
NET INCOME $ 8,864 $ 10,301 $19,763 $ 14,833
============= ============= ============= =============
PER SHARE DATA:
DILUTED EARNINGS $ .60 $ .70 $ 1.34 $ 1.01
============= ============= ============= =============
BASIC EARNINGS $ .61 $ .71 $ 1.35 $ 1.02
============= ============= ============= =============
DIVIDENDS PAID TO SHAREHOLDERS $ .40 $ .10 $ .90 $ .20
============= ============= ============= =============
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 14,624 14,558 14,614 14,556
Dilutive effect of options outstanding 171 157 189 116
------------- ------------- ------------- -------------
Average shares outstanding - diluted 14,795 14,715 14,803 14,672
============= ============= ============= =============
See notes to condensed consolidated financial statements.
4
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Six Months Ended
June 30
2004 2003
------------- -------------
Net cash provided by operating activities $ 26,571 $ 25,565
Investing activities:
Purchases of long-term investments (92,640) (90,297)
Proceeds from sales or maturities
of long-term investments 90,574 104,475
Net sales (purchases) of short-term investments 3,479 (8,946)
Decrease in notes receivable from employees 1,364 495
Other investing activities (500) (1,278)
------------- -------------
Net cash provided by investing activities 2,277 4,449
Financing activities:
Dividends paid to shareholders (13,157) (2,913)
Repayment on line of credit - (7,500)
Proceeds from sales of common stock 358 4
------------- -------------
Net cash used in financing activities (12,799) (10,409)
------------- -------------
Increase in cash and cash equivalents 16,049 19,605
Cash and cash equivalents at beginning of period 30,078 41,699
------------- -------------
Cash and cash equivalents at end of period $46,127 $61,304
============= =============
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, 2004. Interim financial statements should be read in conjunction with
the Company's annual audited financial statements.
5
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 2004 and 2003 comparative periods.
2004 2003
------------- ------------
Quarter ended June 30:
Premiums ceded to reinsurers $ 21,637 $ 17,377
Losses and loss expenses
ceded to reinsurers 30,170 21,189
Commissions from reinsurers 5,733 4,765
Six months ended June 30:
Premiums ceded to reinsurers 40,886 35,090
Losses and loss expenses
ceded to reinsurers 48,118 42,282
Commissions from reinsurers 10,936 9,590
(4) COMPREHENSIVE INCOME OR LOSS: Total realized and unrealized income for the
quarter ended June 30, 2004 was $3,286 and compares to total realized and
unrealized income of $20,556 for the quarter ended June 30, 2003. For the six
months ended June 30, 2004, total realized and unrealized income was $14,509 and
compares to total realized and unrealized income of $24,194 for the six months
ended June 30, 2003.
6
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.
2004 2003
--------------------------------------------- ---------------------------------------------
DIRECT AND Direct and
ASSUMED NET PREMIUM SEGMENT Assumed Net Premium Segment
PREMIUM EARNED AND PROFIT Premium Earned and Profit
WRITTEN FEE INCOME (LOSS) Written Fee Income (Loss)
------------ ------------- ------------ ------------ ------------- ------------
QUARTER ENDED JUNE 30:
Protective products:
Fleet trucking $ 44,345 $ 25,650 $ 7,141 $ 36,048 $ 20,803 $ 8,153
Reinsurance assumed 1,918 2,913 1,756 2,786 3,271 500
Sagamore products:
Personal division 8,799 11,600 1,820 9,857 10,241 849
Commercial division:
Small fleet trucking 4,338 2,559 136 4,760 2,111 24
Workers' compensation 3,110 2,125 (441) 2,350 1,553 (469)
------------ ------------- ------------ ------------ ------------- ------------
Total Commercial division 7,448 4,684 (305) 7,110 3,664 (445)
All other 379 307 (105) 342 272 (207)
------------ ------------- ------------ ------------ ------------- ------------
Totals $ 62,889 $ 45,154 $ 10,307 $ 56,143 $ 38,251 $ 8,850
============ ============= ============ ============ ============= ============
SIX MONTHS ENDED JUNE 30:
Protective products:
Fleet trucking $ 83,516 $ 46,916 $ 13,462 $ 70,486 $ 38,910 $ 15,034
Reinsurance assumed 4,836 5,988 3,663 5,609 5,830 983
Sagamore products:
Personal division 23,980 22,828 3,171 23,594 19,484 1,485
Commercial division:
Small fleet trucking 8,203 5,083 468 8,337 3,903 177
Workers' compensation 5,898 4,070 (670) 4,542 2,685 (480)
------------ ------------- ------------ ------------ ------------- ------------
Total Commercial division 14,101 9,153 (202) 12,879 6,588 (303)
All other 619 549 (187) 445 371 (50)
------------ ------------- ------------ ------------ ------------- ------------
Totals $ 127,052 $ 85,434 $ 19,907 $ 113,013 $ 71,183 $ 17,149
============ ============= ============ ============ ============= ============
7
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
2004 2003 2004 2003
-------------- --------------- -------------- --------------
REVENUE:
Net premium earned and fee income $ 45,154 $ 38,251 $ 85,434 $ 71,183
Net investment income 3,008 3,124 6,180 6,497
Realized net gains (losses) on investments 2,290 5,739 8,108 3,287
Other 52 152 175 423
-------------- --------------- -------------- --------------
Total consolidated revenue $ 50,504 $ 47,266 $ 99,897 $ 81,390
============== =============== ============== ==============
PROFIT:
Segment profit $ 10,307 $ 8,850 $ 19,907 $ 17,149
Net investment income 3,008 3,124 6,180 6,497
Realized net gains (losses) on investments 2,290 5,739 8,108 3,287
Corporate expenses (2,556) (2,492) (5,088) (5,082)
-------------- --------------- -------------- --------------
Income before federal income taxes $ 13,049 $ 15,221 $ 29,107 $ 21,851
============== =============== ============== ==============
(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 $3,362 remain outstanding at June 30, 2004 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
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 six months ended June 30, 2004, the
Company experienced positive cash flow from operations totaling $26.6 million,
up slightly from the $25.5 million in positive cash flow generated during the
first half of 2003. Increased premium collections were largely offset by related
increases in losses paid and operating expenses that normally follow such a
premium volume increase. In addition, premium deposits held on behalf of
insureds rose by $2.2 million from December 31, 2003.
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 2.6 years at June 30, 2004 compared to
2.8 years at December 31, 2003. The decrease in the average life resulted from
management's belief that meaningful long term interest rate increases are
imminent.
The Company's assets at June 30, 2004 included $46.1 million in investments
classified as short-term or cash equivalents that were readily convertible to
cash without significant market penalty. An additional $89.8 million of fixed
maturity investments will mature within the twelve-month period following June
30, 2004. 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, 2004, $47.2 million may be transferred by dividend or loan to the
parent company without approval by, or notification to, regulatory authorities.
An additional $199.8 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 $48.6 million at June 30,
2004.
9
The Company's annualized premium writing to surplus ratio for the first half of
2004 was approximately 43%. 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, 2004 TO SECOND QUARTER, 2003
-----------------------------------------------------------
Net premiums earned during the second quarter of 2004 increased $6.4 million
(17%) as compared to the same period of 2003. The increase is due primarily to a
24% 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. In addition, premiums from the Company's small business workers'
compensation, small fleet trucking and private passenger automobile programs
increased 37%, 20% and 12%, respectively, as these products also found increased
market acceptance.
Direct premiums written and assumed during the second quarter of 2004 totaled
$62.9 million, a 12% increase from the $56.1 million reported a year earlier.
This increase is due largely to an $8.3 million (23%) increase in direct
premiums written from the Company's fleet trucking program. This increase was
partially offset by decreases in premium writings for the Company's private
passenger automobile and small fleet trucking programs of 11% and 9%,
respectively, due to a concentration of renewals in the first quarter for each
of these two products and due to increased competitive pressure in the past few
months. Several competitors have lowered prices and increased incentives to
producers recently which, if continued, will impact premium production for these
product lines. Premium ceded to reinsurers averaged 35.8% of direct premium
production for the current quarter compared to 32.8% a year earlier owing to
changes in the mix of business and individual policy characteristics rather than
reinsurance program changes.
Net investment income, before tax, during the second quarter of 2004 was 4%
lower than the second quarter of 2003 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 50 basis points from the prior year quarter.
After tax yields posted a smaller decline as the Company holds a larger
percentage of tax-exempt securities in its fixed income portfolio. The average
life of the Company's fixed income portfolio decreased from 2.8 years at the
prior year end to 2.6 years at June 30, 2004 as investment mangers kept
available funds short in anticipation of increasing interest rates which began
late in the quarter.
The second quarter 2004 net realized gain of $2.3 million consisted of net gains
on equity securities of $1.7 million and a decrease in impairment charges on
fixed maturity investments of $1.0 million. The above gains were partially
offset by a net loss on short term and fixed maturity investments.
10
Losses and loss expenses incurred during the second quarter of 2004 increased
$5.8 million from that experienced during the second quarter of 2003, which is
consistent with the increase in premium volume previously discussed. Loss ratios
for each of the Company's major product lines were as follows:
2004 2003
---- ----
Fleet trucking 78.4% 63.3%
Private passenger automobile 56.7 62.7
Small fleet trucking 60.7 59.2
Voluntary reinsurance assumed 17.8 61.8
Small business workers' compensation 87.8 96.1
All lines 68.5 64.7
The increase in the fleet trucking ratio is due to higher frequency and severity
of reported claims and a smaller redundancy on the closing of prior year claims
compared to the prior year quarter. The Company's large policy limits and net
retention of risk in its fleet trucking products allows for significant
variation in loss activity from period to period. The loss ratio reported for
the current quarter is relatively high compared to historical experience while
the ratio reported in the second quarter of 2003 was closer to the low end of
the historical range. The low loss ratio for reinsurance assumed reflects the
lack of major catastrophes this quarter.
Other operating expenses for the second quarter of 2004 decreased 5% from the
second quarter of 2003. Adjusted for ceding allowances, operating expenses
increased 4% from the second quarter of 2003 and compares favorably with the 17%
increase in premiums earned from the 2003 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
products. 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 $5.7
million for the 2004 quarter compared to $4.8 million for the 2003 quarter. The
ratio of consolidated other operating expenses to operating revenue (defined as
total revenue less realized capital gains) was 16.0% during the second quarter
of 2004 compared to 19.6% for the 2003 second quarter reflecting the
relationship of operating expenses to growing revenues as discussed earlier in
this paragraph.
The effective federal tax rate for consolidated operations for the second
quarter of 2004 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 , principally a $3.4 decrease in
realized capital gains, net income decreased $1.4 million (14%) during the
second quarter of 2004 as compared with the 2003 second quarter.
11
COMPARISONS OF SIX MONTHS ENDED JUNE 30, 2004 TO
------------------------------------------------
SIX MONTHS ENDED JUNE 30, 2003
------------------------------
Net premiums earned increased $13.2 million (19%) during the first six months of
2004 as compared to the same period of 2003. The increased premium volume is
primarily attributable to a 21% 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 small business workers' compensation, small fleet
and private passenger automobile products increased 50%, 27% and 16%,
respectively, again for reasons discussed in the quarterly comparison.
Direct premiums written and assumed during the first half of 2004 totaled $127.1
million, a 12% increase from the $113.0 million reported a year earlier. All
divisions, excluding voluntary reinsurance assumed and small fleet trucking,
experienced direct premium growth with the Company's fleet trucking and small
business workers' compensation products posting the most significant gains at
18% and 30%, respectively. Premium ceded to reinsurers averaged 33.7% of direct
premium production for the current period compared to 32.6% a year earlier.
Net investment income during the first half of 2004 was 5% lower than the 2003
period for the same reasons as indicated in the quarterly comparison above.
After tax investment income declined only 1.5% owing to the increase in holdings
of tax-exempt municipal bonds in 2004. Overall pre-tax and after tax yields were
lower during the current period while average invested funds increased 12% from
the prior year resulting from positive cash flow.
The net realized gain on investments of $8.1 million for the first six months of
2004 consists of net gains on equity securities and fixed maturity investments
of $6.8 million and $1.5 million, respectively, and was partially offset by $.2
million in losses in short-term and other investments, after consideration of
impairment changes during the period.
Losses and loss expenses incurred during the first six months of 2004 increased
$10.6 million from the first six months of 2003, consistent with the increased
premium volume previously discussed. Loss and loss expense ratios for the
comparative six-month periods were as follows:
2004 2003
---- ----
Fleet trucking 77.1% 65.3%
Private passenger automobile 58.3 62.9
Small fleet trucking 59.2 56.7
Voluntary reinsurance assumed 14.7 63.7
Small business workers' compensation 85.2 81.1
All lines 67.1 64.7
With reference to comments regarding the increase in the fleet trucking loss
ratio in the quarterly comparison, current accident year losses were near the
upper end of historical ranges in both of the 2004 quarters while 2003 losses
were nearer the midpoint of historical experience.
Other operating expenses increased $.7 million (5%) during the first six months
of 2004 compared to the same period of 2003. Ceding commission allowances
included in net expenses were $10.9 million for the 2004 period compared to $9.6
million in the prior year period. The ratio of other operating expenses to total
operating revenue (adjusted for realized gains) was 17.2% for 2004 compared to
19.4% for 2003 for reasons mentioned in the quarterly comparison.
12
The effective federal tax rate for consolidated operations for the first six
months of 2004 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 $4.9 million
(33.2%) during the first half of 2004 as compared with the 2003 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, 2003.
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.
13
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
(31.1) Certification of CEO EXHIBIT 31.1
pursuant to Section 302 of the Certification of CEO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
(31.2) Certification of CFO EXHIBIT 31.2
pursuant to Section 302 of the Certification of CFO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
(32.1) Certification of CEO EXHIBIT 32.1
pursuant to Section 906 of the Certification of CEO
Sarbanes-Oxley Act of 2002
And 18 U.S.C. 1350
(32.2) Certification of CFO EXHIBIT 32.2
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 April 28, 2004 regarding its earnings
announcement for the first quarter of 2004. A Form 8-K was also filed by the
registrant on May 4, 2004 regarding amendments to its By-laws and Code of
Conduct.
14
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 4, 2004 By /s/ GARY W. MILLER
-------------- -------------------------
Gary W. Miller, Chairman and CEO
Date AUGUST 4, 2004 By /s/ G. PATRICK CORYDON
-------------- -------------------------
G. Patrick Corydon,
Senior Vice President - Finance
(Principal Financial and
Accounting Officer)
15
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended June 30, 2004
INDEX TO EXHIBITS
Begins on sequential
page number of Form
Exhibit Number 10-Q
-------------- --------------------
EXHIBIT 11 16
Computation of per share earnings
EXHIBIT 31.1 17
Certification of CEO
pursuant to Section 302 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
EXHIBIT 31.2 19
Certification of CFO
pursuant to Section 302 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
EXHIBIT 32.1 21
Certification of CEO
pursuant to Section 906 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350
EXHIBIT 32.2 22
Certification of CFO
pursuant to Section 906 of the
Sarbanes-Oxley Act
and 18 U.S.C. 1350