Protective Insurance Corp - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Protective Insurance Corp	Financial_Report.xls
EX-32 - Protective Insurance Corp	exhibit32.htm
EX-31.1 - Protective Insurance Corp	exhibit311.htm
EX-31.2 - Protective Insurance Corp	exhibit312.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

For Quarter Ended Commission file number

June 30, 2014 0-5534

BALDWIN & LYONS, INC.

(Exact name of registrant as specified in its charter)

INDIANA (State or other jurisdiction of Incorporation or organization	35-0160330 (I.R.S. Employer Identification Number)
111 Congressional Boulevard, Carmel, Indiana (Address of principal executive offices)	46032 (Zip Code)

Registrant's telephone number, including area code: (317) 636-9800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ü No___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No ____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ____ Accelerated filer ü Non-accelerated filer ____

Small Reporting Company ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ____ No ü

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of August 1, 2014:

TITLE OF CLASS NUMBER OF SHARES OUTSTANDING

Common Stock, No Par Value:

Class A (voting) 2,623,109

Class B (nonvoting) 12,347,771

Index to Exhibits located on page 27.

- 1 -

PART I – FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

Baldwin & Lyons, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets

(in thousands, except share data)

	June 30		December 31
	2014		2013
Assets
Investments:
Fixed maturities	$	429,460	$	431,550
Equity securities		160,926		145,828
Limited partnerships		78,892		68,988
Short-term		3,162		4,891
		672,440		651,257

Cash and cash equivalents		75,715		59,297
Accounts receivable		105,115		100,830
Reinsurance recoverable		208,737		195,568
Other assets		61,515		62,204
Current federal income taxes		69		3,114
	$	1,123,591	$	1,072,270

Liabilities and shareholders' equity
Reserves for losses and loss expenses	$	494,132	$	474,470
Reserves for unearned premiums		36,561		36,693
Short-term borrowings		20,000		10,000
Accounts payable and accrued expenses		148,248		152,532
Deferred federal income taxes		23,509		16,851
		722,450		690,546
Shareholders' equity:
Common stock-no par value:
Class A voting -- authorized 3,000,000 shares;
outstanding -- 2014 - 2,623,109; 2013 - 2,623,109		112		112
Class B non-voting -- authorized 20,000,000 shares;
outstanding -- 2014 - 12,347,771; 2013 - 12,304,191		527		525
Additional paid-in capital		51,634		50,594
Unrealized net gains on investments		59,389		49,089
Foreign exchange adjustment		1,271		1,401
Retained earnings		288,208		280,003
		401,141		381,724
	$	1,123,591	$	1,072,270

See notes to condensed consolidated financial statements.

- 2 -

Baldwin & Lyons, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended					Six Months Ended
	June 30					June 30
	2014		2013			2014			2013
Revenues
Net premiums earned	$	62,905	$	61,775		$	126,747		$	122,873
Net investment income		2,090		1,985			4,383			4,395
Commissions and other income		1,732		1,539			3,087			2,922
Net realized gains on investments, excluding
impairment losses		8,089		787			12,264			15,140
Total other-than-temporary impairment losses on investments		-		(68	)		(105	)		(74	)
Net realized gains on investments		8,089		719			12,159			15,066
		74,816		66,018			146,376			145,256

Expenses
Losses and loss expenses incurred		40,282		38,343			79,571			72,876
Other operating expenses		20,497		20,413			43,329			42,439
		60,779		58,756			122,900			115,315
Income before federal income taxes		14,037		7,262			23,476			29,941
Federal income taxes		4,697		2,355			7,775			10,091
Net income	$	9,340	$	4,907		$	15,701		$	19,850

Per share data:
Basic and diluted earnings	$	.62	$	.33		$	1.05		$	1.33

Dividends paid to shareholders	$	.25	$	.25		$	.50		$	.50

Reconciliation of shares outstanding:
Average shares outstanding - basic		14,967		14,910			14,957			14,894
Dilutive effect of share equivalents		4		8			14			24
Average shares outstanding - diluted		14,971		14,918			14,971			14,918

See notes to condensed consolidated financial statements.

- 3 -

Baldwin & Lyons, Inc. and Subsidiaries
Unaudited Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended					Six Months Ended
	June 30					June 30
	2014		2013			2014			2013

Net income	$	9,340	$	4,907		$	15,701		$	19,850

Other comprehensive income, net of tax:
Unrealized net gains (losses) on securities:
Unrealized net gains (losses) arising during the period		6,994		(1,024	)		12,829			6,779
Less: reclassification adjustment for net gains (losses)
included in net income		1,877		1,296			2,529			8,208
		5,117		(2,320	)		10,300			(1,429	)

Foreign currency translation adjustments		371		(294	)		(130	)		(481	)

Other comprehensive income (loss)		5,488		(2,614	)		10,170			(1,910	)

Comprehensive income	$	14,828	$	2,293		$	25,871		$	17,940

See notes to condensed consolidated financial statements.

- 4 -

Baldwin & Lyons, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Six Months Ended
	June 30
	2014			2013

Net cash provided by operating activities	$	13,609		$	10,862
Investing activities:
Purchases of available-for-sale investments		(155,773	)		(160,345	)
Purchases of limited partnership interests		(2,212	)		-
Proceeds from sales or maturities
of available-for-sale investments		164,534			219,268
Net sales (purchases) of short-term investments		1,729			(25	)
Other investing activities		(7,843	)		(17,396	)
Net cash provided by investing activities		435			41,502
Financing activities:
Dividends paid to shareholders		(7,496	)		(7,512	)
Drawings on line of credit		10,000			-
Net cash provided by (used in) financing activities		2,504			(7,512	)

Effect of foreign exchange rates on cash and cash equivalents		(130	)		(481	)

Increase in cash and cash equivalents		16,418			44,371
Cash and cash equivalents at beginning of period		59,297			71,549
Cash and cash equivalents at end of period	$	75,715		$	115,920

See notes to condensed consolidated financial statements.

- 5 -

Notes to Condensed Unaudited Consolidated Financial Statements

(All dollar amounts presented in these notes are in thousands, except per share data)

(1) Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. 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, 2014. Interim financial statements should be read in conjunction with the Company’s annual audited financial statements and other disclosures included in the Company’s most recent Form 10-K.

Investments: Carrying amounts for fixed maturity securities represent fair value and are based on quoted market prices, where available, or broker/dealer quotes for specific securities where quoted market prices are not available. Equity securities are carried at quoted market prices (fair value). The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to record its proportionate share of the limited partnership’s net income. To the extent that the limited partnership investees include both realized and unrealized investment gains or losses in the determination of net income or loss, then the Company would also recognize, through its consolidated statements of operations, its proportionate share of the investee’s unrealized as well as realized investment gains or losses.

Other investments, if any, are carried at either fair value or cost, depending on the nature of the investment. Short-term investments are carried at cost which approximates their fair values.

Realized gains and losses on disposals of investments are determined by specific identification of the cost of investments sold and are included in income. All fixed maturity and equity securities are considered to be available for sale; the related unrealized net gains or losses (net of applicable tax effect) are reflected directly in shareholders’ equity. Included within available for sale fixed maturity securities are insurance-linked securities and convertible debt securities. The changes in fair values of insurance-linked securities and portions of the changes in fair values of convertible debt securities are reflected as a component of net realized gains (losses).

- 6 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

With respect to other–than-temporary impairment of investments, if a fixed maturity security is in an unrealized loss position and the Company has the intent to sell the fixed maturity security, or it is more likely than not that the Company will have to sell the fixed maturity security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to net realized losses on investments in the consolidated statements of operations. For impaired fixed maturity securities that the Company does not intend to sell or it is more likely than not that the Company will not have to sell such securities, but the Company expects that it will not fully recover the amortized cost basis, the credit component of the other-than-temporary impairment is recognized in net realized losses on investments in the consolidated statements of operations and the non-credit component of the other-than-temporary impairment is recognized directly in shareholders’ equity (accumulated other comprehensive income).

The credit component of an other-than-temporary impairment is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed maturity security. Furthermore, unrealized losses caused by non-credit related factors related to fixed maturity securities for which the Company expects to fully recover the amortized cost basis continue to be recognized in accumulated other comprehensive income.

The unrealized net gains or losses (net of applicable tax effect) related to equity securities are reflected directly in shareholders’ equity, unless a decline in value is determined to be other-than-temporary, in which case the loss is charged to income. In determining if and when a decline in market value below cost is other-than-temporary, an objective analysis is made of each individual security where current market value is less than cost. For any equity security where the unrealized loss exceeds 20% of original or adjusted cost, and where that decline has existed for a period of at least six months, the decline is treated as an other-than-temporary impairment, subject to an evaluation as to possible future recovery. Additionally, the Company takes into account any known subjective information in evaluating for impairment without consideration to the Company’s quantitative criteria defined above.

- 7 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(2) Investments:

The following is a summary of available-for-sale securities at June 30, 2014 and December 31, 2013:

										Net
			Cost or		Gross		Gross			Unrealized
	Fair		Amortized		Unrealized		Unrealized			Gains
	Value		Cost		Gains		Losses			(Losses)
June 30, 2014
Fixed maturities
U.S. government obligations	$	119,517	$	119,356	$	176	$	(15	)	$	161
Residential mortgage-backed securities		7,935		7,574		424		(63	)		361
Commercial mortgage-backed securities		26,618		25,878		815		(75	)		740
States and municipal obligations		114,212		113,481		861		(130	)		731
Corporate securities		135,435		134,469		3,426		(2,460	)		966
Foreign government obligations		25,743		25,420		471		(148	)		323
Total fixed maturities		429,460		426,178		6,173		(2,891	)		3,282
Equity securities:
Financial institutions		20,456		8,565		11,907		(16	)		11,891
Industrial & miscellaneous		140,470		64,275		76,416		(221	)		76,195
Total equity securities		160,926		72,840		88,323		(237	)		88,086
Total	$	590,386	$	499,018	$	94,496	$	(3,128	)		91,368

							Applicable federal income taxes				(31,979	)

							Net unrealized gains - net of tax			$	59,389

December 31, 2013
Fixed maturities
U.S. government obligations	$	113,389	$	113,348	$	81	$	(40	)	$	41
Residential mortgage-backed securities		13,252		12,058		1,334		(140	)		1,194
Commercial mortgage-backed securities		28,565		28,406		308		(149	)		159
State and municipal obligations		115,250		115,278		407		(435	)		(28	)
Corporate securities		137,215		136,991		3,207		(2,983	)		224
Foreign government obligations		23,879		23,689		588		(398	)		190
Total fixed maturities		431,550		429,770		5,925		(4,145	)		1,780
Equity securities:
Financial institutions		18,850		7,780		11,171		(101	)		11,070
Industrial & miscellaneous		126,978		64,307		63,009		(338	)		62,671
Total equity securities		145,828		72,087		74,180		(439	)		73,741
Total	$	577,378	$	501,857	$	80,105	$	(4,584	)		75,521

							Applicable federal income taxes				(26,432	)

							Net unrealized gains - net of tax			$	49,089

- 8 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The following table summarizes, for fixed maturity and equity security investments in an unrealized loss position at June 30, 2014 and December 31, 2013, respectively, the aggregate fair value and gross unrealized loss categorized by the duration those securities have been continuously in an unrealized loss position.

	June 30, 2014							December 31, 2013
	Number of Securities		Fair Value		Gross Unrealized Loss			Number of Securities		Fair Value		Gross Unrealized Loss
Fixed maturity securities:
12 months or less		256	$	61,528	$	(1,827	)		451	$	123,145	$	(3,105	)
Greater than 12 months		86		30,389		(1,064	)		53		18,249		(1,040	)
Total fixed maturities		342		91,917		(2,891	)		504		141,394		(4,145	)

Equity securities:
12 months or less		10		3,510		(185	)		10		1,682		(204	)
Greater than 12 months		4		626		(52	)		2		1,980		(235	)
Total equity securities		14		4,136		(237	)		12		3,662		(439	)
Total fixed maturity and equity securities		356	$	96,053	$	(3,128	)		516	$	145,056	$	(4,584	)

The fair value and the cost or amortized costs of fixed maturity investments at June 30, 2014, by contractual maturity, are shown below. Actual maturities may ultimately differ from contractual maturities because borrowers have, in some cases, the right to call or prepay obligations with or without call or prepayment penalties. Pre-refunded municipal bonds are classified based on their pre-refunded call dates.

	Fair Value		Cost or Amortized Cost

One year or less	$	124,351	$	124,042
Excess of one year to five years		165,938		165,905
Excess of five years to ten years		62,049		60,694
Excess of ten years		8,076		7,347
Contractual maturities		360,414		357,988
Asset-backed securities		69,046		68,190
Total	$	429,460	$	426,178

- 9 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

Following is a summary of the components of net realized gains on investments for the periods presented in the accompanying consolidated statements of operations.

	Three Months Ended						Six Months Ended
	June 30						June 30
	2014			2013			2014			2013
Fixed maturities:
Gross gains	$	2,762		$	2,233		$	4,601		$	3,652
Gross losses		(926	)		(883	)		(2,152	)		(2,220	)
Net realized gains		1,836			1,350			2,449			1,432

Equity securities:
Gross gains		1,412			893			2,153			12,605
Gross losses		(359	)		(249	)		(711	)		(1,409	)
Net realized gains		1,053			644			1,442			11,196

Limited partnerships - net gain (loss)		5,200			(1,275	)		8,268			2,438


Totals	$	8,089		$	719		$	12,159		$	15,066

Net realized gains activity for investments, as shown in the previous table, are further detailed as follows:

	Three Months Ended					Six Months Ended
	June 30					June 30
	2014		2013			2014			2013

Realized net gains on the disposal of securities	$	2,419	$	1,554		$	3,614		$	10,798
Mark-to-market adjustment		469		195			269			405
Equity in gains of limited partnership
investments - realized and unrealized		5,200		(1,275	)		8,268			2,438
Impairment:
Write-downs based upon objective criteria		-		(68	)		(105	)		(74	)
Recovery of prior write-downs
upon sale or disposal		1		313			113			1,499

Totals	$	8,089	$	719		$	12,159		$	15,066

The mark-to-market adjustments in the table above represent the changes in fair value of (1) options embedded in convertible debt securities and (2) insurance-linked securities held by the Company.

- 10 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The income from limited partnerships for the quarter and year-to-date periods ending June 30, 2014 includes an estimated $1,649 and $5,507 of net unrealized gains respectively, reported to the Company as part of the underlying assets of the various limited partnerships. The value of limited partnerships at June 30, 2014 includes approximately $12,971 of accumulated net unrealized gains reported to the Company as part of the underlying assets of the various limited partnerships. Shareholders’ equity at June 30, 2014 includes approximately $29,768, net of federal income taxes, of reported earnings which remain undistributed by limited partnerships.

As of June 30, 2014, the Company had committed funds totaling $64,750 to seven separate borrowers related to seven bridge loan agreements. The Company retains possession of these funds which will only be loaned in the unlikely event that long-term financing is unavailable to the counter party in the market.

(3) Reinsurance:

The following table summarizes the Company’s transactions with reinsurers for the 2014 and 2013 comparative periods.

	2014		2013
Quarter ended June 30:
Premiums ceded to reinsurers	$	31,111	$	29,398
Losses and loss expenses
ceded to reinsurers		25,145		19,397
Commissions from reinsurers		5,895		5,214

Six months ended June 30:
Premiums ceded to reinsurers	$	63,237	$	56,411
Losses and loss expenses
ceded to reinsurers		43,601		41,531
Commissions from reinsurers		11,575		9,251

(4) Reportable Segments:

The Company has two reportable business segments in its operations: Property and Casualty Insurance and Reinsurance.

The Property and Casualty Insurance segment provides multiple line insurance coverage primarily to fleet transportation companies as well as to independent contractors who contract with fleet transportation companies. In addition, the Company provides private passenger automobile products to individuals, workers’ compensation coverage to small businesses and professional liability products on a selective basis.

- 11 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The Reinsurance segment accepts professional liability cessions from other insurance companies. In addition, the Reinsurance segment accepts property cessions from other insurance companies and, prior to January 1, 2014, retrocessions from carefully chosen reinsurance companies, principally reinsuring against catastrophes.

The following table provides certain revenue and profit and loss information for each reportable segment. All amounts presented are computed based upon U.S. generally accepted accounting principles. Segment profit for Property and Casualty Insurance includes the direct marketing agency operations conducted by the parent company for this segment and is computed after elimination of inter-company commissions.

	2014							2013
	Direct and Assumed Premium Written		Net Premium Earned		Segment Profit (Loss)			Direct and Assumed Premium Written		Net Premium Earned		Segment Profit

Three months ended June 30:

Property and Casualty Insurance	$	85,826	$	55,057	$	8,864		$	80,756	$	49,803	$	5,405
Reinsurance		9,272		7,848		(786	)		12,074		11,972		2,910

Totals	$	95,098	$	62,905	$	8,078		$	92,830	$	61,775	$	8,315

Six months ended June 30:

Property and Casualty Insurance	$	168,750	$	106,516	$	14,207		$	150,945	$	97,663	$	10,641
Reinsurance		21,102		20,231		1,102			25,776		25,210		7,679

Totals	$	189,852	$	126,747	$	15,309		$	176,721	$	122,873	$	18,320

The following table reconciles reportable segment income to the Company’s consolidated income before federal income taxes.

	Three Months Ended						Six Months Ended
	June 30						June 30
	2014			2013			2014			2013
Profit:
Segment profit	$	8,078		$	8,315		$	15,309		$	18,320
Net investment income		2,090			1,985			4,383			4,395
Net gains on investments		8,089			719			12,159			15,066
Corporate expenses and other		(4,220	)		(3,757	)		(8,375	)		(7,840	)
Income before federal income taxes	$	14,037		$	7,262		$	23,476		$	29,941

Segment profit includes both net premiums earned and fees and other income associated with the business conducted by the segment.

Management does not identify or allocate assets to reportable segments when evaluating segment performance and depreciation expense is not material for any of the reportable segments.

- 12 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(5) Debt:

The Company maintains a revolving line of credit with a $30,000 limit and an expiration date of September 23, 2014. Interest on this line of credit is referenced to LIBOR and can be fixed for periods of up to one year at the Company’s option. Outstanding drawings on this line of credit were $20,000 as of June 30, 2014 and $10,000 as of December 31, 2013. At June 30, 2014, the effective interest rate was 1.55%. The Company has $10,000 remaining unused under the line of credit at June 30, 2014.

(6) Taxes:

As of June 30, 2014, the Company’s calendar years 2010 through 2013 remain subject to examination by the IRS. The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

(Space Intentionally Left Blank)

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Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(7) Fair Value:

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis:

As of June 30, 2014:

Description	Total		Level 1		Level 2		Level 3
Fixed maturities:
U.S. government obligations	$	119,517	$	119,517	$	-	$	-
Residential mortgage-backed securities		7,935		-		7,935		-
Commercial mortgage-backed securities		26,618		-		26,618		-
State and municipal obligations		114,212		-		114,212		-
Corporate securities		132,496		-		132,496		-
Options embedded in convertible securities		2,939		-		2,939		-
Foreign government obligations		25,743		-		25,743		-
Total fixed maturities		429,460		119,517		309,943		-
Equity securities:
Financial institutions		20,456		20,456		-		-
Industrial & miscellaneous		140,470		140,470		-		-
Total equity securities		160,926		160,926		-		-
Short term		3,162		3,162		-		-
Cash equivalents		70,482		-		70,482		-
	$	664,030	$	283,605	$	380,425	$	-

As of December 31, 2013:

Description	Total		Level 1		Level 2		Level 3
Fixed maturities:
U.S. government obligations	$	113,389	$	113,389	$	-	$	-
Residential mortgage-backed securities		13,252		-		13,252		-
Commercial mortgage-backed securities		28,565		-		28,565		-
State and municipal obligations		115,250		-		115,250		-
Corporate securities		134,635		-		134,635		-
Options embedded in convertible securities		2,580		-		2,580		-
Foreign government obligations		23,879		-		23,879		-
Total fixed maturities		431,550		113,389		318,161		-
Equity securities:
Financial institutions		18,850		18,850		-		-
Industrial & miscellaneous		126,978		126,978		-		-
Total equity securities		145,828		145,828		-		-
Short term		4,891		4,891		-		-
Cash equivalents		52,002		-		52,002		-
	$	634,271	$	264,108	$	370,163	$	-

- 14 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

Level inputs, as defined by FASB Fair Value Measurements, are as follows:

Level Input:		Input Definition:

Level 1		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level 2		Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3		Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The following methods, assumptions and inputs were used to determine the fair value of each class of the following assets recorded at fair value in the consolidated balance sheets:

Cash equivalents: Cash equivalents primarily consist of highly rated money market funds purchased at par value with specified yield rates. Due to underlying assets of these funds, we designate all cash equivalents as Level 2.

Fixed maturities: Fair values of fixed maturities are based on quoted market prices, where available. These fair values are obtained primarily from third party pricing services, which generally use Level 1 or Level 2 inputs for the determination of fair value to facilitate fair value measurements and disclosures. U.S. government obligations represent Level 1 securities, while Level 2 securities primarily include corporate securities, states and municipal obligations, foreign government obligations, and mortgage-backed securities. For securities not actively traded, the third party pricing services may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, broker quotes, benchmark yields, credit spreads, default rates and prepayment speeds.

Insurance-linked securities: During the fourth quarter of 2013, the Company determined that insurance-linked securities have adequate quoted market prices. Therefore, the insurance-linked securities were transferred to Level 2. They were previously classified as Level 3.

Equity securities: Fair values of equity securities are designated as Level 1 and are based on quoted market prices.

- 15 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows for the six months ended June 30, 2014 and for the year ended December 31, 2013:

	2014		2013
Beginning of period balance	$	-	$	11,682
Total gains or losses (realized or unrealized)
included in income		-		1,017
Purchases		-		1,258
Settlements		-		(6,698	)
Transfers out of level 3				(7,259	)
End of period balance	$	-	$	-

Transfers between levels, if any, are recorded as of the beginning of the reporting period. There were no significant transfers of assets between Level 1 and Level 2 during the six months ended June 30, 2014 and 2013.

In addition to the preceding disclosures on assets recorded at fair value in the consolidated balance sheets, FASB guidance also requires the disclosure of fair values for certain other financial instruments for which it is practicable to estimate fair value, whether or not such values are recognized in the consolidated balance sheets.

Non-financial instruments such as real estate, property and equipment, other assets, deferred income taxes and intangible assets, and certain financial instruments such as reserves for losses and loss expenses are excluded from the fair value disclosures. Therefore, the fair value amounts cannot be aggregated to determine the Company’s underlying economic value.

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivables, reinsurance recoverable, notes receivable, accounts payable and accrued expenses, income taxes receivable or payable and unearned premiums approximate fair value because of the short term nature of these items. These assets and liabilities are not included in the table below.

The following methods, assumptions and inputs were used to estimate the fair value of each class of financial instrument:

Limited partnerships: The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to carry the investment at its proportionate share of the limited partnership’s equity. The underlying assets of the Company’s investments in limited partnerships are carried primarily at fair value, and, therefore, the Company’s carrying value of limited partnerships approximates fair value. As these investments are not actively traded and the corresponding inputs are based on data provided by the investees, they are classified as Level 3.

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Notes to Condensed Unaudited Consolidated Financial Statements (continued)

Short-term borrowings: The fair value of our short-term borrowings is based on quoted market prices for the same or similar debt, or, if no quoted market prices are available, on the current market interest rates available to us for debt of similar terms and remaining maturities.

A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company’s consolidated balance sheets at June 30, 2014 and December 31, 2013 are as follows:

	Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total

June 30, 2014
Assets: Limited partnerships	$	78,892	$	-	$	-	$	78,892	$	78,892
Liabilities: Short-term borrowings		20,000		-		20,000		-		20,000

December 31, 2013
Assets: Limited partnerships		68,988		-		-		68,988		68,988
Liabilities: Short-term borrowings		10,000		-		10,000		-		10,000

(8) Restricted Stock:

The Company grants shares of class B restricted stock to the Company’s outside directors, in lieu of cash, as their annual retainer compensation. The shares are distributed on the vesting date, one year following the date of grant, and have had an aggregate total value of $440 for each of the annual periods presented. The table below provides detail of the stock issuances for 2013 and 2014:

				Value
				Per Share
Effective	Number of Shares	Vesting	Service	on Grant
Date	Issued	Date	Period	Date


5/7/2013	18,106	5/7/2014	7/1/2013 - 6/30/2014	$24.30

5/8/2014	17,237	5/8/2015	7/1/2014 - 6/30/2015	$25.53

Compensation expense related to the above stock grant is recognized over the period in which the directors render the services.

Effective February 4, 2014, the Company issued 45,678 shares of class B restricted stock to certain of the Company’s executives as a portion of compensation under the Company’s 2013 Executive Incentive Bonus Plan. The restricted shares will vest ratably over a three year period from the date of grant with acceleration for retirement eligible recipients due to the non-substantive post-grant date vesting clause per Accounting Standards Codification 715, Compensation-Retirement Benefits. Restricted stock was valued based on the closing price of the stock on the day the award was granted. Each share was valued at $23.81 per share representing a total value of $1,088. Non-vested restricted shares will be forfeited should an executive’s employment terminate for any reason other than death, disability, or retirement as defined by the 2013 Executive Incentive Bonus Plan.

- 17 -

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(9) Litigation, Commitments and Contingencies:

In the ordinary, regular and routine course of their business, the Company and its insurance Subsidiaries are frequently involved in various matters of litigation relating principally to claims for insurance coverage provided. No currently pending matter is deemed by management to be material to the Company.

(10) Accumulated Other Comprehensive Income:

The following table illustrates changes in accumulated other comprehensive income by component for the six months ending June 30, 2014:

				Unrealized
				holding gains on
	Foreign			available-for-sale
	Currency			securities			Total

Beginning balance	$	1,401		$	49,089		$	50,490

Other comprehensive income
before reclassifications		(130	)		12,829			12,699

Amounts reclassified from
accumulated other
comprehensive income		-			(2,529	)		(2,529	)

Net current-period other
comprehensive income		(130	)		10,300			10,170

Ending balance	$	1,271		$	59,389		$	60,660

(11) Subsequent Events:

We have evaluated subsequent events for recognition or disclosure in the consolidated financial statements filed on Form 10-Q with the SEC and no events have occurred during the period which require recognition or disclosure.

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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 less than 33% 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.

For the first six months of 2014, the Company produced positive cash flow from operations totaling $13.6 million, which compares to positive cash flow from operations of $10.9 million generated during the first six months of 2013. The increase in cash flow from the 2013 period is primarily due to increased premium volume and timing of premium receipts and reinsurance ceded payments. The Company has achieved positive cash flow in 19 of the past 20 quarters averaging $12.8 million per quarter.

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, using contractual maturities applied to par value, was 4.36 years at June 30, 2014, which is shorter than the average life of the Company’s liabilities.

Financing activity for the first six months of 2014 included regular dividend payments to shareholders of $7.5 million ($.50 per share).

The Company’s assets at June 30, 2014 included $70.5 million in investments classified as cash equivalents that were readily convertible to cash without significant market penalty. An additional $126.4 million of fixed maturity investments (at par) will mature within the twelve-month period following June 30, 2014. The Company believes that these liquid investments are more than sufficient to provide for projected claim payments and operating cost demands.

Consolidated shareholders’ equity is composed largely of GAAP shareholders’ equity of the insurance subsidiaries. As such, there are statutory restrictions on the transfer of substantial portions of this equity to the parent company. At June 30, 2014, $67.6 million may be transferred by dividend or loan to the parent company during the remainder of 2014 without approval by, or prior notification to, regulatory authorities. An additional $236.5 million of shareholder’s equity of the insurance subsidiaries could, theoretically, be advanced or loaned to the parent company with prior notification to, and approval from, regulatory authorities, although it is unlikely that transfers of this size would be practical. The Company believes that these restrictions pose no material liquidity concerns to the Company. The Company also believes that 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 $12.2 million at June 30, 2014.

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The Company’s annualized net premium writing to surplus ratio for the first six months of 2014 was approximately 64%. Regulatory guidelines generally allow for writings of between 100% and 300% of surplus, depending on the line of business. Accordingly, the Company could increase net 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

Comparison of Second Quarter, 2014 to Second Quarter, 2013

Direct and assumed premiums written during the second quarter of 2014 increased $2.3 million (2.4%), while net premiums earned increased $1.1 million (1.8%), as compared to the same period of 2013. The Company’s Property and Casualty Insurance segment reported an increase in premium written of 6.3% and an increase in earned premiums of 10.5% while the Reinsurance segment reported a decrease in premium written of 23.2% and a decrease in premium earned of 34.4%. In the Property and Casualty Insurance segment, direct and assumed premiums written were impacted principally by an increase in premium from the Company’s core fleet transportation products partially offset by a reduction in professional liability volume resulting from the termination of certain classes of business. The difference in the percentage changes for premium written compared to earned is reflective of the normal differences in the recognition of earned premium compared to written as well as the differences in reinsurance ceding rates on the mix of business inforce. The decreases from the Reinsurance segment relates to the continued impact of strategic reduction in global property catastrophe risk exposure begun in 2012 and continuing with the termination of the final international retrocession effective January 1, 2014. The following table provides information regarding premiums written and earned for each segment for the quarter ended June 30 (dollars in thousands):

	Direct and Assumed Premium Written		Net Premium Written		Net Premium Earned
2014

Property & Casualty Insurance	$	85,826	$	54,976	$	55,057
Reinsurance		9,272		8,936		7,848

Totals	$	95,098	$	63,912	$	62,905

2013

Property & Casualty Insurance	$	80,756	$	50,703	$	49,803
Reinsurance		12,074		11,411		11,972

Totals	$	92,830	$	62,114	$	61,775

- 20 -

Premium ceded to reinsurers on insurance business produced by the Property and Casualty Insurance segment averaged 35.9% of premium written for the current quarter compared to 37.2% in the 2013 second quarter, with the decrease associated principally with changes in the mix of premium earned. There were no significant changes in the Company’s reinsurance treaty terms during the quarter.

Net investment income, before tax, during the second quarter of 2014 was 5% higher than the second quarter of 2013 due primarily to increased dividend income on equity security investments. Overall investment portfolio after tax yields remained flat compared to the 2013 second quarter while average invested funds increased 2%.

The second quarter 2014 net realized investment gains of $8.1 million resulted primarily from $5.2 million in gains reported from limited partnerships and an additional $2.4 million in gains from direct trading. Comparative second quarter 2013 overall net realized investment gains were $0.7 million, consisting primarily of $1.6 million in gains from direct trading and $1.3 million in losses from limited partnerships. Realized investment gains and losses result from decisions regarding the sale of individual securities and the change in total value of limited partnerships and, as such, should not be expected to be consistent from period to period.

Losses and loss expenses incurred during the second quarter of 2014 increased $1.9 million (5.1%). The loss ratios for each segment were as follows:

	2014	2013
Property and Casualty Insurance	61.8%	68.7%
Reinsurance	79.9	34.9
Total	64.1	62.1

The decrease in loss ratio for the Property and Casualty Insurance segment primarily relates to the Company’s core fleet transportation products. The increase in the Reinsurance segment loss ratio reflects higher than normal Midwest storm losses in second quarter of 2014 while the 2013 second quarter experienced extraordinarily favorable results.

Other operating expenses, for the second quarter of 2014, increased $0.1 million, or 0.4%, from the second quarter of 2013. The ratio of consolidated other operating expenses to operating revenue was 30.7% during the second quarter of 2014 compared to 31.3% for the 2013 second quarter. The lower expense ratio in 2014 resulted from the reversal of profit sharing contingencies related to the property losses reported during the quarter.

The effective federal tax rate on consolidated income for the second quarter of 2014 was 33.5%. The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

As a result of the factors mentioned above, and principally higher realized gains on investments, net income increased $4.4 million during the second quarter of 2014 as compared to the 2013 period.

- 21 -

Comparison of Six Months Ended June 30, 2014 to Six Months Ended June 30, 2013

Direct and assumed premiums written during the first six months of 2014 increased $13.1 million (7.4%), while net premiums earned increased $3.9 million (3.2%), as compared to the same period of 2013. The Company’s Property and Casualty Insurance segment reported an increase in premium written of 11.8% and an increase in earned premiums of 9.1% while the Reinsurance segment reported a decrease in premium written of 18.1% and a decrease in premium earned of 19.8%. In the Property and Casualty Insurance segment, direct and assumed premiums written were impacted principally by an increase in premium from the Company’s core fleet transportation products partially offset by a reduction in professional liability volume resulting from the termination of certain classes of business. The difference in the percentage changes for premium written compared to earned is reflective of the normal differences in the recognition of earned premium compared to written as well as the differences in reinsurance ceding rates on the mix of business inforce. The decreases from the Reinsurance segment relates to the continued impact of strategic reduction in global property catastrophe risk exposure begun in 2012 and continuing with the termination of the final international retrocession effective January 1, 2014. The following table provides information regarding premiums written and earned for each segment for the quarter ended June 30 (dollars in thousands):

	Direct and Assumed Premium Written		Net Premium Written		Net Premium Earned
2014

Property & Casualty Insurance	$	168,750	$	106,981	$	106,516
Reinsurance		21,102		20,430		20,231

Totals	$	189,852	$	127,411	$	126,747

2013

Property & Casualty Insurance	$	150,945	$	96,168	$	97,663
Reinsurance		25,776		24,451		25,210

Totals	$	176,721	$	120,619	$	122,873

Premium ceded to reinsurers on insurance business produced by the Property and Casualty Insurance segment averaged 36.6% of premium written for the current year period compared to 36.3% a year earlier with the increase associated with changes in the mix of premium earned. There were no significant changes in the Company’s reinsurance treaty terms during the quarter.

Net investment income, before tax, during the first six months of 2014 was flat compared to the first six months of 2013. Overall pre-tax and after tax yields were essentially flat compared to the prior year period while average funds invested were slightly higher in the 2014 period.

Net realized investment gains for the first six months of 2014 totaled $12.2 million and resulted primarily from $8.3 million in gains from limited partnerships and an additional $3.6 million in gains from direct trading. For the same period of 2013, overall net realized investment gains were $15.1 million, consisting primarily of $10.8 million in gains from direct trading and $2.4 million in additional gains from limited partnerships. Realized investment gains and losses result from decisions regarding the sale of individual securities and the change in total value of limited partnerships and, as such, should not be expected to be consistent from period to period.

- 22 -

Losses and loss expenses incurred during the first six months of 2014 were $6.7 million (9.2%) higher than that experienced during the first six months of 2013. The loss ratios for each segment were as follows:

	2014	2013
Property and Casualty Insurance	64.2%	67.2%
Reinsurance	55.1	28.7
Total	62.8	59.3

The decrease in loss ratio for the Property and Casualty Insurance segment primarily relates to the Company’s core fleet transportation products. The increase in the Reinsurance segment loss ratio reflects the second quarter, 2014, storm losses mentioned above while the first six months of 2013 experienced no significant property losses.

Other operating expenses, for the first six months of 2014, increased $0.9 million, or 2.1%, from the 2013 six-month period. The ratio of consolidated other operating expenses to operating revenue was 32.3% during the 2014 period compared to 32.6% for the 2013 period.

The effective federal tax rate on consolidated income for the first six months of 2014 was 33.1%. The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

As a result of the factors mentioned above, net income decreased $4.1 million as compared to the 2013 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. Readers are encouraged to review the Company’s annual report for its full statement regarding forward-looking information.

- 23 -

Critical Accounting Policies

There have been no changes in the Company's critical accounting policies as disclosed in the Form 10-K filed for the year ended December 31, 2013.

Concentrations of Credit Risk

The insurance subsidiaries cede portions of their gross premiums to numerous reinsurers under quota share and excess of loss treaties as well as facultative placements. These reinsurers assume commensurate portions of the risk of loss covered by the contracts. As losses are reported and reserved, portions of the gross losses attributable to reinsurers are established as receivable assets and losses incurred are reduced. At June 30, 2014, amounts due from reinsurers on paid and unpaid losses, are estimated to total approximately $204 million. Of this total, approximately $47 million (23%) represents the Company’s provision for incurred but not reported losses and loss adjustment expenses attributable to reinsurers. Because of the large policy limits reinsured by the Company, the ultimate amount of incurred but not reported losses and loss adjustment expenses attributable to reinsurers could vary significantly from the estimate provided; however, absent the inability to collect from reinsurers, such variance would not result in changes in net claim losses incurred by the Company.

At June 30, 2014, limited partnership investments include approximately $44.9 million consisting of two partnerships which are managed by organizations in which certain of the Company’s directors are officers, directors, general partners or owners. Each of these investments contains profit sharing agreements to the affiliated organizations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk since the disclosure in our Form 10-K for the year ended December 31, 2013.

ITEM 4. CONTROLS AND PROCEDURES

The Company carried out an evaluation as of December 31, 2013, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as defined in Rule 13a-15(e) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the “Exchange Act”. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in timely alerting the Company to material information required to be disclosed in reports under the Exchange Act. In addition, based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company noted no change in internal control over financial reporting that occurred during the last fiscal quarter that materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

- 24 -

PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

At our Annual Meeting of Shareholders held on May 8, 2014, shareholders voted on the following proposals:

			WITHHOLD
	FOR	AGAINST	(ABSTAIN)
Advisory vote to approve executive compensation	1,919,662	4,394	23,976
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014	1,938,111	9,221	700

Election of Directors: All presently serving directors were reelected in an uncontested election.

Each of the above matters submitted to a vote of shareholders was described in greater detail in the definitive proxy soliciting materials which were sent to shareholders and were filed with the Commission on April 1, 2014.

ITEM 6 (a) EXHIBITS

Number and caption from Exhibit

Table of Regulation S-K Item 601 Exhibit No.

(31.1) Certification of CEO EXHIBIT 31.1

pursuant to Section 302 of the Certification of CEO

Sarbanes-Oxley Act of 2002

(31.2) Certification of CFO EXHIBIT 31.2

pursuant to Section 302 of the Certification of CFO

Sarbanes-Oxley Act of 2002

(32) Certification of CEO and CFO EXHIBIT 32

pursuant to 18 U.S.C. 1350, as Certification of CEO and CFO

adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

- 25 -

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 7, 2014 By /s/ Joseph J. DeVito

Joseph J. DeVito, CEO and President

Date August 7, 2014 By /s/ G. Patrick Corydon

G. Patrick Corydon,

Executive Vice President – Finance

(Principal Financial and

Accounting Officer)

- 26 -

BALDWIN & LYONS, INC.

Form 10-Q for the fiscal quarter ended June 30, 2014

INDEX TO EXHIBITS

Begins on sequential

page number of Form

Exhibit Number 10-Q _

EXHIBIT 31.1 28

Certification of CEO

pursuant to Section 302 of the

Sarbanes-Oxley Act

EXHIBIT 31.2 30

Certification of CFO

pursuant to Section 302 of the

Sarbanes-Oxley Act

EXHIBIT 32 32

Certification of CEO and CFO

pursuant to 18 U.S.C. 1350,

as adopted pursuant to Section

906 of the Sarbanes-Oxley Act

- 27 -

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