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R
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the quarterly period ended June 30, 2014
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the transition period from ____ to ____
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Georgia
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58-0506554
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1001 Summit Boulevard
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Atlanta, Georgia
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30319
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Part I. Financial Information
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Condensed Consolidated Statements of Income (unaudited) for the three months ended
June 30, 2014 and 2013
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Condensed Consolidated Statements of Income (unaudited) for the
six months ended June 30, 2014 and 2013
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Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months
and six months ended June 30, 2014 and 2013
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Condensed Consolidated Balance Sheets (unaudited) as of
June 30, 2014 and December 31, 2013
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Condensed Consolidated Statements of Cash Flows (unaudited) for the
six months ended June 30, 2014 and 2013
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Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the
three months and six months ended June 30, 2014 and 2013
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Three Months Ended June 30,
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(In thousands, except per share amounts)
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2014
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2013
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Revenues:
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Revenues before reimbursements
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$
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288,216
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$
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298,947
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Reimbursements
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18,837
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27,181
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Total Revenues
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307,053
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326,128
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Costs and Expenses:
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Costs of services provided, before reimbursements
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208,249
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212,333
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Reimbursements
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18,837
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27,181
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Total costs of services
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227,086
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239,514
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Selling, general, and administrative expenses
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60,902
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58,425
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Corporate interest expense, net of interest incom
e of $158 and
$142, respectively
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1,551
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1,600
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Total Costs and Expenses
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289,539
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299,539
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Other Income
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42
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289
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Income Before Income Taxes
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17,556
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26,878
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Provision for Income Taxes
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6,962
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10,010
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Net Income
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10,594
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16,868
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Net (Income) Loss Attributable to Noncontrolling Interests
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(130
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140
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Net Income Attributable to Shareholders of Crawford & Company
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$
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10,464
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$
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17,008
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Earnings Per Share - Basic:
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Class A Common Stock
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$
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0.19
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$
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0.32
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Class B Common Stock
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$
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0.18
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$
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0.31
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Earnings Per Share - Diluted:
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Class A Common Stock
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$
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0.19
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$
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0.31
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Class B Common Stock
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$
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0.18
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$
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0.30
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Weighted-Average Shares Used to Compute Basic Earnings Per Share:
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Class A Common Stock
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30,256
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30,029
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Class B Common Stock
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24,690
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24,690
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Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
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Class A Common Stock
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30,914
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30,748
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Class B Common Stock
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24,690
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24,690
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Cash Dividends Per Share:
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Class A Common Stock
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$
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0.05
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$
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0.04
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Class B Common Stock
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$
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0.04
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$
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0.03
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Six Months Ended June 30,
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(In thousands, except per share amounts)
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2014
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2013
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Revenues:
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Revenues before reimbursements
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$
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563,565
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$
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585,228
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Reimbursements
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32,846
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48,026
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Total Revenues
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596,411
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633,254
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Costs and Expenses:
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Costs of services provided, before reimbursements
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412,142
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425,674
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Reimbursements
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32,846
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48,026
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Total costs of services
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444,988
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473,700
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Selling, general, and administrative expenses
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120,632
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117,375
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Corporate interest expense, net of interest income of $355 and $353, respectively
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2,852
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3,243
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Total Costs and Expenses
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568,472
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594,318
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Other Income
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491
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2,613
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Income Before Income Taxes
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28,430
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41,549
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Provision for Income Taxes
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11,250
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15,000
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Net Income
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17,180
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26,549
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Net (Income) Loss Attributable to Noncontrolling Interests
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(64
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198
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Net Income Attributable to Shareholders of Crawford & Company
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$
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17,116
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$
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26,747
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Earnings Per Share - Basic:
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Class A Common Stock
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$
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0.32
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$
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0.50
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Class B Common Stock
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$
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0.30
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$
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0.48
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Earnings Per Share - Diluted:
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Class A Common Stock
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$
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0.32
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$
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0.49
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Class B Common Stock
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$
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0.30
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$
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0.47
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Weighted-Average Shares Used to Compute Basic Earnings Per Share:
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Class A Common Stock
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30,088
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29,739
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Class B Common Stock
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24,690
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24,690
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Weighted-Average Shares Used to Compute Diluted Earnings Per Share:
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Class A Common Stock
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30,948
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30,604
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Class B Common Stock
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24,690
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24,690
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Cash Dividends Per Share:
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Class A Common Stock
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$
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0.10
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$
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0.08
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Class B Common Stock
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$
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0.08
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$
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0.06
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Three Months Ended June 30,
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(In thousands)
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2014
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2013
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Net Income
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$
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10,594
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$
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16,868
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Other Comprehensive Income:
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Net foreign currency translation gain (loss), net of tax of $5 and $0, respectively
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4,485
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(1,476
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)
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Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $931 and $1,093, respectively
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1,967
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2,235
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Other Comprehensive Income
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6,452
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759
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Comprehensive Income
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17,046
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17,627
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Comprehensive (income) loss attributable to noncontrolling interests
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(298
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29
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Comprehensive Income Attributable to Shareholders of Crawford & Company
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$
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16,748
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$
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17,656
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Six Months Ended June 30,
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(In thousands)
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2014
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2013
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Net Income
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$
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17,180
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$
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26,549
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Other Comprehensive Income:
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Net foreign currency translation gain (loss) net of tax of ($103) and $0, respectively
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80
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(2,392
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)
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Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,844 and $2,110 respectively
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3,500
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4,342
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Other Comprehensive Income
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3,580
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1,950
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Comprehensive Income
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20,760
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28,499
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Comprehensive loss attributable to noncontrolling interests
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127
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129
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Comprehensive Income Attributable to Shareholders of Crawford & Company
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$
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20,887
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$
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28,628
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*
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(In thousands)
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June 30,
2014 |
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December 31,
2013 |
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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47,734
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$
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75,953
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Accounts receivable, less allowance for doubtful accounts of $9,873 and $10,234, respectively
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185,856
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160,350
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Unbilled revenues, at estimated billable amounts
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118,870
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105,791
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Income taxes receivable
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3,729
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5,150
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Prepaid expenses and other current assets
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27,634
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22,437
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Total Current Assets
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383,823
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369,681
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Property and Equipment:
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Property and equipment
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154,266
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155,326
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Less accumulated depreciation
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(111,598
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)
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(109,643
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)
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Net Property and Equipment
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42,668
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45,683
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Other Assets:
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Goodwill
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133,026
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132,777
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Intangible assets arising from business acquisitions, net
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77,381
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82,103
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Capitalized software costs, net
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73,666
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72,761
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Deferred income tax assets
|
60,777
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|
61,375
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Other noncurrent assets
|
26,996
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25,678
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Total Other Assets
|
371,846
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|
374,694
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TOTAL ASSETS
|
$
|
798,337
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$
|
790,058
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*
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(In thousands, except par value amounts)
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June 30,
2014 |
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December 31,
2013 |
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LIABILITIES AND SHAREHOLDERS’ INVESTMENT
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|
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Current Liabilities:
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|
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|
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Short-term borrowings
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$
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49,098
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$
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35,000
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Accounts payable
|
38,070
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|
50,941
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Accrued compensation and related costs
|
74,485
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|
98,656
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Self-insured risks
|
13,861
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|
13,100
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Income taxes payable
|
5,804
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|
3,476
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|
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Deferred income taxes
|
14,611
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|
15,063
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Deferred rent
|
14,902
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|
16,062
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Other accrued liabilities
|
34,107
|
|
|
34,270
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|
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Deferred revenues
|
47,947
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|
49,950
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Current installments of long-term debt and capital leases
|
852
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|
875
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Total Current Liabilities
|
293,737
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|
317,393
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|
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Noncurrent Liabilities:
|
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|
||||
Long-term debt and capital leases, less current installments
|
141,374
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|
101,770
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Deferred revenues
|
27,092
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|
|
26,893
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|
||
Self-insured risks
|
11,228
|
|
|
12,530
|
|
||
Accrued pension liabilities
|
85,348
|
|
|
102,960
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|
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Other noncurrent liabilities
|
19,714
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|
|
20,979
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|
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Total Noncurrent Liabilities
|
284,756
|
|
|
265,132
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|
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Shareholders’ Investment:
|
|
|
|
||||
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,215 and 29,875 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
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30,215
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|
29,875
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|
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Class B common stock, $1.00 par value; 50,000 shares authorized; 24,690 shares issued and outstanding
|
24,690
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|
|
24,690
|
|
||
Additional paid-in capital
|
38,720
|
|
|
39,285
|
|
||
Retained earnings
|
294,837
|
|
|
285,165
|
|
||
Accumulated other comprehensive loss
|
(175,439
|
)
|
|
(179,210
|
)
|
||
Shareholders' Investment Attributable to Shareholders of Crawford & Company
|
213,023
|
|
|
199,805
|
|
||
Noncontrolling interests
|
6,821
|
|
|
7,728
|
|
||
Total Shareholders’ Investment
|
219,844
|
|
|
207,533
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
$
|
798,337
|
|
|
$
|
790,058
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
17,180
|
|
|
$
|
26,549
|
|
Reconciliation of net income to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18,574
|
|
|
16,464
|
|
||
Stock-based compensation
|
743
|
|
|
1,832
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable, net
|
(26,366
|
)
|
|
(14,777
|
)
|
||
Unbilled revenues, net
|
(13,564
|
)
|
|
(13,528
|
)
|
||
Accrued or prepaid income taxes
|
3,633
|
|
|
948
|
|
||
Accounts payable and accrued liabilities
|
(37,314
|
)
|
|
(27,144
|
)
|
||
Deferred revenues
|
(2,025
|
)
|
|
(1,941
|
)
|
||
Accrued retirement costs
|
(15,423
|
)
|
|
(7,262
|
)
|
||
Prepaid expenses and other operating activities
|
(5,057
|
)
|
|
3,805
|
|
||
Net cash used in operating activities
|
(59,619
|
)
|
|
(15,054
|
)
|
||
|
|
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
||||
Acquisitions of property and equipment
|
(5,691
|
)
|
|
(4,452
|
)
|
||
Proceeds from disposals of property and equipment
|
1,289
|
|
|
—
|
|
||
Capitalization of computer software costs
|
(7,930
|
)
|
|
(8,382
|
)
|
||
Cash surrendered in sale of business
|
(1,554
|
)
|
|
—
|
|
||
Payments for business acquisitions, net of cash acquired
|
—
|
|
|
(2,278
|
)
|
||
Net cash used in investing activities
|
(13,886
|
)
|
|
(15,112
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Cash dividends paid
|
(4,991
|
)
|
|
(3,868
|
)
|
||
Payments related to shares received for withholding taxes under stock-based compensation plans
|
(1,361
|
)
|
|
(880
|
)
|
||
Proceeds from shares purchased under employee stock-based compensation plans
|
518
|
|
|
1,137
|
|
||
Repurchases of common stock
|
(2,791
|
)
|
|
(787
|
)
|
||
Increases in short-term and revolving credit facility borrowings
|
79,142
|
|
|
52,776
|
|
||
Payments on short-term and revolving credit facility borrowings
|
(24,424
|
)
|
|
(41,791
|
)
|
||
Payments on capital lease obligations
|
(440
|
)
|
|
(399
|
)
|
||
Dividends paid to noncontrolling interests
|
(142
|
)
|
|
—
|
|
||
Other financing activities
|
(32
|
)
|
|
(2
|
)
|
||
Net cash provided by financing activities
|
45,479
|
|
|
6,186
|
|
||
|
|
|
|
||||
Effects of exchange rate changes on cash and cash equivalents
|
(193
|
)
|
|
1
|
|
||
Decrease in cash and cash equivalents
|
(28,219
|
)
|
|
(23,979
|
)
|
||
Cash and cash equivalents at beginning of year
|
75,953
|
|
|
71,157
|
|
||
Cash and cash equivalents at end of period
|
$
|
47,734
|
|
|
$
|
47,178
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
|
Shareholders' Investment Attributable to
|
|
|
|
|
||||||||||||||||||
2014
|
Class A
Non-Voting
|
|
Class B
Voting
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Other
Comprehensive
Loss
|
|
Shareholders of
Crawford &
Company
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Investment
|
||||||||||||||||
Balance at January 1, 2014
|
$
|
29,875
|
|
|
$
|
24,690
|
|
|
$
|
39,285
|
|
|
$
|
285,165
|
|
|
$
|
(179,210
|
)
|
|
$
|
199,805
|
|
|
$
|
7,728
|
|
|
$
|
207,533
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,652
|
|
|
—
|
|
|
6,652
|
|
|
(66
|
)
|
|
6,586
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,513
|
)
|
|
(2,513
|
)
|
|
(359
|
)
|
|
(2,872
|
)
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,489
|
)
|
|
—
|
|
|
(2,489
|
)
|
|
—
|
|
|
(2,489
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
—
|
|
|
(449
|
)
|
||||||||
Common stock activity, net
|
187
|
|
|
—
|
|
|
(1,471
|
)
|
|
(1,218
|
)
|
|
—
|
|
|
(2,502
|
)
|
|
—
|
|
|
(2,502
|
)
|
||||||||
Decrease in value of noncontrolling interest due to sale of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
(638
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
||||||||
Balance at March 31, 2014
|
30,062
|
|
|
24,690
|
|
|
37,365
|
|
|
288,110
|
|
|
(181,723
|
)
|
|
198,504
|
|
|
6,523
|
|
|
205,027
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,464
|
|
|
—
|
|
|
10,464
|
|
|
130
|
|
|
10,594
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,284
|
|
|
6,284
|
|
|
168
|
|
|
6,452
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,502
|
)
|
|
—
|
|
|
(2,502
|
)
|
|
—
|
|
|
(2,502
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|
1,192
|
|
||||||||
Common stock activity, net
|
153
|
|
|
—
|
|
|
163
|
|
|
(1,235
|
)
|
|
—
|
|
|
(919
|
)
|
|
—
|
|
|
(919
|
)
|
||||||||
Balance at June 30, 2014
|
$
|
30,215
|
|
|
$
|
24,690
|
|
|
$
|
38,720
|
|
|
$
|
294,837
|
|
|
$
|
(175,439
|
)
|
|
$
|
213,023
|
|
|
$
|
6,821
|
|
|
$
|
219,844
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
Shareholders' Investment Attributable to
|
|
|
|
|
|||||||||||||||||||
2013
|
Class A
Non-Voting
|
|
Class B
Voting
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Other
Comprehensive
Loss
|
|
Shareholders of
Crawford &
Company
|
|
Noncontrolling
Interests
|
|
Total
Shareholders' Investment
|
||||||||||||||||
Balance at January 1, 2013
|
$
|
29,335
|
|
|
$
|
24,690
|
|
|
$
|
35,550
|
|
|
$
|
246,105
|
|
|
$
|
(199,481
|
)
|
|
$
|
136,199
|
|
|
$
|
5,600
|
|
|
$
|
141,799
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
9,739
|
|
|
—
|
|
|
9,739
|
|
|
(58
|
)
|
|
9,681
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,233
|
|
|
1,233
|
|
|
(42
|
)
|
|
1,191
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
(1,925
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
588
|
|
||||||||
Common stock activity, net
|
278
|
|
|
—
|
|
|
(1,132
|
)
|
|
(118
|
)
|
|
—
|
|
|
(972
|
)
|
|
—
|
|
|
(972
|
)
|
||||||||
Balance at March 31, 2013
|
29,613
|
|
|
24,690
|
|
|
35,006
|
|
|
253,801
|
|
|
(198,248
|
)
|
|
144,862
|
|
|
5,500
|
|
|
150,362
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
17,008
|
|
|
—
|
|
|
17,008
|
|
|
(140
|
)
|
|
16,868
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
648
|
|
|
648
|
|
|
111
|
|
|
759
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,943
|
)
|
|
—
|
|
|
(1,943
|
)
|
|
—
|
|
|
(1,943
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,244
|
|
|
—
|
|
|
—
|
|
|
1,244
|
|
|
—
|
|
|
1,244
|
|
||||||||
Increase in value of noncontrolling interest due to the acquisition of a controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,188
|
|
|
2,188
|
|
||||||||
Common stock activity, net
|
370
|
|
|
—
|
|
|
589
|
|
|
(517
|
)
|
|
—
|
|
|
442
|
|
|
—
|
|
|
442
|
|
||||||||
Balance at June 30, 2013
|
$
|
29,983
|
|
|
$
|
24,690
|
|
|
$
|
36,839
|
|
|
$
|
268,349
|
|
|
$
|
(197,600
|
)
|
|
$
|
162,261
|
|
|
$
|
7,659
|
|
|
$
|
169,920
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||
Service cost
|
$
|
706
|
|
|
$
|
665
|
|
|
$
|
1,404
|
|
|
$
|
1,370
|
|
Interest cost
|
8,996
|
|
|
8,058
|
|
|
17,914
|
|
|
16,318
|
|
||||
Expected return on assets
|
(11,600
|
)
|
|
(10,331
|
)
|
|
(23,062
|
)
|
|
(21,026
|
)
|
||||
Amortization of actuarial loss
|
2,840
|
|
|
3,331
|
|
|
5,844
|
|
|
6,550
|
|
||||
Net periodic benefit cost
|
$
|
942
|
|
|
$
|
1,723
|
|
|
$
|
2,100
|
|
|
$
|
3,212
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||||||||
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||||||||||||||
(in thousands, except earnings per share)
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
||||||||||||||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allocation of undistributed earnings
|
$
|
4,384
|
|
$
|
3,578
|
|
|
$
|
8,267
|
|
$
|
6,798
|
|
|
$
|
6,660
|
|
$
|
5,465
|
|
|
$
|
12,501
|
|
$
|
10,378
|
|
Dividends paid
|
1,514
|
|
988
|
|
|
1,203
|
|
740
|
|
|
3,016
|
|
1,975
|
|
|
2,387
|
|
1,481
|
|
||||||||
Net income available to common shareholders, basic
|
$
|
5,898
|
|
$
|
4,566
|
|
|
$
|
9,470
|
|
$
|
7,538
|
|
|
$
|
9,676
|
|
$
|
7,440
|
|
|
$
|
14,888
|
|
$
|
11,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding, basic
|
30,256
|
|
24,690
|
|
|
30,029
|
|
24,690
|
|
|
30,088
|
|
24,690
|
|
|
29,739
|
|
24,690
|
|
||||||||
Earnings per share - basic
|
$
|
0.19
|
|
$
|
0.18
|
|
|
$
|
0.32
|
|
$
|
0.31
|
|
|
$
|
0.32
|
|
$
|
0.30
|
|
|
$
|
0.50
|
|
$
|
0.48
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||||||||
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||||||||||||||
(in thousands, except earnings per share)
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
|
CRDA
|
CRDB
|
||||||||||||||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allocation of undistributed earnings
|
$
|
4,427
|
|
$
|
3,535
|
|
|
$
|
8,356
|
|
$
|
6,709
|
|
|
$
|
6,744
|
|
$
|
5,381
|
|
|
$
|
12,663
|
|
$
|
10,216
|
|
Dividends paid
|
1,514
|
|
988
|
|
|
1,203
|
|
740
|
|
|
3,016
|
|
1,975
|
|
|
2,387
|
|
1,481
|
|
||||||||
Net income available to common shareholders, diluted
|
$
|
5,941
|
|
$
|
4,523
|
|
|
$
|
9,559
|
|
$
|
7,449
|
|
|
$
|
9,760
|
|
$
|
7,356
|
|
|
$
|
15,050
|
|
$
|
11,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted-average common shares outstanding, basic
|
30,256
|
|
24,690
|
|
|
30,029
|
|
24,690
|
|
|
30,088
|
|
24,690
|
|
|
29,739
|
|
24,690
|
|
||||||||
Weighted-average effect of dilutive securities
|
658
|
|
—
|
|
|
719
|
|
—
|
|
|
860
|
|
—
|
|
|
865
|
|
—
|
|
||||||||
|
30,914
|
|
24,690
|
|
|
30,748
|
|
24,690
|
|
|
30,948
|
|
24,690
|
|
|
30,604
|
|
24,690
|
|
||||||||
Earnings per share - diluted
|
$
|
0.19
|
|
$
|
0.18
|
|
|
$
|
0.31
|
|
$
|
0.30
|
|
|
$
|
0.32
|
|
$
|
0.30
|
|
|
$
|
0.49
|
|
$
|
0.47
|
|
|
Three months ended
|
|
Six months ended
|
||||||
(in thousands)
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period
|
—
|
|
|
1,440
|
|
—
|
|
|
1,094
|
Performance stock grants excluded because performance conditions had not been met
(1)
|
2,267
|
|
|
2,084
|
|
2,267
|
|
|
2,084
|
(1)
|
Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating earnings per share until the performance measurements have actually been achieved. As of
June 30, 2014
, the Company does not expect these performance measurements to be achieved by
December 31, 2014
.
|
|
Three months ended
|
|
Six months ended
|
||||||||
(in thousands)
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||
CRDA issued under non-employee director stock plan
|
6
|
|
|
7
|
|
|
60
|
|
|
51
|
|
CRDA issued under the U.K. ShareSave Scheme
|
255
|
|
|
486
|
|
|
261
|
|
|
486
|
|
CRDA issued under Executive Stock Bonus Plan
|
56
|
|
|
—
|
|
|
251
|
|
|
245
|
|
CRDA issued from stock option plan exercises
|
—
|
|
|
—
|
|
|
106
|
|
|
12
|
|
|
Three months ended June 30, 2014
|
|
Six months ended June 30, 2014
|
||||||||||||||||||||
(in thousands)
|
Foreign currency translation adjustments
|
|
Retirement liabilities
(1)
|
|
AOCL attributable to shareholders of Crawford & Company
|
|
Foreign currency translation adjustments
|
|
Retirement liabilities
(1)
|
|
AOCL attributable to shareholders of Crawford & Company
|
||||||||||||
Beginning balance
|
$
|
(502
|
)
|
|
$
|
(181,221
|
)
|
|
$
|
(181,723
|
)
|
|
$
|
3,544
|
|
|
$
|
(182,754
|
)
|
|
$
|
(179,210
|
)
|
Other comprehensive income before reclassifications
|
4,317
|
|
|
—
|
|
|
4,317
|
|
|
271
|
|
|
—
|
|
|
271
|
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
1,967
|
|
|
1,967
|
|
|
—
|
|
|
3,500
|
|
|
3,500
|
|
||||||
Net current period other comprehensive income
|
4,317
|
|
|
1,967
|
|
|
6,284
|
|
|
271
|
|
|
3,500
|
|
|
3,771
|
|
||||||
Ending balance
|
$
|
3,815
|
|
|
$
|
(179,254
|
)
|
|
$
|
(175,439
|
)
|
|
$
|
3,815
|
|
|
$
|
(179,254
|
)
|
|
$
|
(175,439
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2013
|
|
Six months ended June 30, 2013
|
||||||||||||||||||||
(in thousands)
|
Foreign currency translation adjustments
|
|
Retirement liabilities
(1)
|
|
AOCL attributable to shareholders of Crawford & Company
|
|
Foreign currency translation adjustments
|
|
Retirement liabilities
(1)
|
|
AOCL attributable to shareholders of Crawford & Company
|
||||||||||||
Beginning balance
|
$
|
6,904
|
|
|
$
|
(205,152
|
)
|
|
$
|
(198,248
|
)
|
|
$
|
7,778
|
|
|
$
|
(207,259
|
)
|
|
$
|
(199,481
|
)
|
Other comprehensive loss before reclassifications
|
(1,587
|
)
|
|
—
|
|
|
(1,587
|
)
|
|
(2,461
|
)
|
|
—
|
|
|
(2,461
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
2,235
|
|
|
2,235
|
|
|
—
|
|
|
4,342
|
|
|
4,342
|
|
||||||
Net current period other comprehensive (loss) income
|
(1,587
|
)
|
|
2,235
|
|
|
648
|
|
|
(2,461
|
)
|
|
4,342
|
|
|
1,881
|
|
||||||
Ending balance
|
$
|
5,317
|
|
|
$
|
(202,917
|
)
|
|
$
|
(197,600
|
)
|
|
$
|
5,317
|
|
|
$
|
(202,917
|
)
|
|
$
|
(197,600
|
)
|
(1)
|
Retirement liabilities reclassified to net income are related to the amortization of actuarial losses and are included in "Selling, general, and administrative expenses" in the Company's unaudited Condensed Consolidated Statements of Income. See Note 5, "Defined Benefit Pension Plans" for additional details.
|
|
|
|
Fair Value Measurements at June 30, 2014
|
||||||||||||
|
|
|
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
|
Quoted Prices in
|
|
Observable
|
|
Unobservable
|
||||||||
|
|
|
Active Markets
|
|
Inputs
|
|
Inputs
|
||||||||
(in thousands)
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative not designated as hedging instrument:
|
|
|
|
|
|
|
|
||||||||
Cross currency basis swap
(2)
|
1,158
|
|
|
—
|
|
|
1,158
|
|
|
—
|
|
(1)
|
The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included in the Company’s unaudited Condensed Consolidated Balance Sheets as "Cash and cash equivalents."
|
(2)
|
The fair value of the cross currency basis swap was derived from a discounted cash flow analysis based on the terms of the swap and the forward curves for interest rates adjusted for the counterparty’s credit risk. The fair value of the cross currency basis swap is included in "Other noncurrent assets" on the Company’s unaudited Condensed Consolidated Balance Sheets, based upon the term of the cross currency basis swap.
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
93,601
|
|
|
$
|
82,634
|
|
|
$
|
181,492
|
|
|
$
|
166,878
|
|
Europe, Middle East, Africa and Asia-Pacific ("EMEA/AP")
|
87,246
|
|
|
87,593
|
|
|
167,582
|
|
|
175,182
|
|
||||
Broadspire
|
66,706
|
|
|
65,768
|
|
|
131,464
|
|
|
123,565
|
|
||||
Legal Settlement Administration
|
40,663
|
|
|
62,952
|
|
|
83,027
|
|
|
119,603
|
|
||||
Total segment revenues before reimbursements
|
288,216
|
|
|
298,947
|
|
|
563,565
|
|
|
585,228
|
|
||||
Reimbursements
|
18,837
|
|
|
27,181
|
|
|
32,846
|
|
|
48,026
|
|
||||
Total revenues
|
$
|
307,053
|
|
|
$
|
326,128
|
|
|
$
|
596,411
|
|
|
$
|
633,254
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Earnings:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
8,142
|
|
|
$
|
4,417
|
|
|
$
|
15,076
|
|
|
$
|
7,637
|
|
EMEA/AP
|
4,310
|
|
|
8,392
|
|
|
6,210
|
|
|
15,214
|
|
||||
Broadspire
|
2,715
|
|
|
4,359
|
|
|
4,718
|
|
|
2,591
|
|
||||
Legal Settlement Administration
|
5,700
|
|
|
16,530
|
|
|
10,667
|
|
|
28,543
|
|
||||
Total segment operating earnings
|
20,867
|
|
|
33,698
|
|
|
36,671
|
|
|
53,985
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deduct:
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate and shared costs and credits, net
|
53
|
|
|
(3,333
|
)
|
|
(1,690
|
)
|
|
(5,630
|
)
|
||||
Net corporate interest expense
|
(1,551
|
)
|
|
(1,600
|
)
|
|
(2,852
|
)
|
|
(3,243
|
)
|
||||
Stock option expense
|
(202
|
)
|
|
(293
|
)
|
|
(496
|
)
|
|
(373
|
)
|
||||
Amortization of customer-relationship intangible assets
|
(1,611
|
)
|
|
(1,594
|
)
|
|
(3,203
|
)
|
|
(3,190
|
)
|
||||
Income before income taxes
|
$
|
17,556
|
|
|
$
|
26,878
|
|
|
$
|
28,430
|
|
|
$
|
41,549
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||
Americas
|
|
|
|
|
|
|
|
||||||||
U.S. Claims Field Operations
|
$
|
25,235
|
|
|
$
|
25,898
|
|
|
$
|
51,955
|
|
|
$
|
51,802
|
|
U.S. Technical Services
|
6,314
|
|
|
7,158
|
|
|
13,025
|
|
|
14,538
|
|
||||
U.S. Catastrophe Services
|
11,489
|
|
|
6,284
|
|
|
17,797
|
|
|
17,099
|
|
||||
Subtotal U.S. Claims Services
|
43,038
|
|
|
39,340
|
|
|
82,777
|
|
|
83,439
|
|
||||
Contractor Connection
|
14,221
|
|
|
10,079
|
|
|
27,130
|
|
|
17,559
|
|
||||
Subtotal U.S. Property & Casualty
|
57,259
|
|
|
49,419
|
|
|
109,907
|
|
|
100,998
|
|
||||
Canada--all service lines
|
32,815
|
|
|
29,047
|
|
|
64,508
|
|
|
58,335
|
|
||||
Latin America/Caribbean--all service lines
|
3,527
|
|
|
4,168
|
|
|
7,077
|
|
|
7,545
|
|
||||
Total Revenues before Reimbursements--Americas
|
$
|
93,601
|
|
|
$
|
82,634
|
|
|
$
|
181,492
|
|
|
$
|
166,878
|
|
|
|
|
|
|
|
|
|
||||||||
Broadspire
|
|
|
|
|
|
|
|
||||||||
Workers' Compensation and Liability Claims Management
|
$
|
27,720
|
|
|
$
|
28,689
|
|
|
$
|
56,004
|
|
|
$
|
52,673
|
|
Medical Management
|
35,054
|
|
|
33,032
|
|
|
67,846
|
|
|
62,993
|
|
||||
Risk Management Information Services
|
3,932
|
|
|
4,047
|
|
|
7,614
|
|
|
7,899
|
|
||||
Total Revenues before Reimbursements--Broadspire
|
$
|
66,706
|
|
|
$
|
65,768
|
|
|
$
|
131,464
|
|
|
$
|
123,565
|
|
|
Three months ended June 30, 2014
|
||||||||||||||||||
(in thousands)
|
Deferred rent
|
|
Accrued compensation and related costs
|
|
Other accrued liabilities
|
|
Other noncurrent liabilities
|
|
Total
|
||||||||||
Beginning balance, March 31, 2014
|
$
|
2,201
|
|
|
$
|
361
|
|
|
$
|
303
|
|
|
$
|
495
|
|
|
$
|
3,360
|
|
Adjustments to accruals
|
(259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259
|
)
|
|||||
Cash payments
|
—
|
|
|
(106
|
)
|
|
(183
|
)
|
|
(63
|
)
|
|
(352
|
)
|
|||||
Ending balance, June 30, 2014
|
$
|
1,942
|
|
|
$
|
255
|
|
|
$
|
120
|
|
|
$
|
432
|
|
|
$
|
2,749
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2014
|
||||||||||||||||||
(in thousands)
|
Deferred rent
|
|
Accrued compensation and related costs
|
|
Other accrued liabilities
|
|
Other noncurrent liabilities
|
|
Total
|
||||||||||
Beginning balance, January 1, 2014
|
$
|
2,664
|
|
|
$
|
498
|
|
|
$
|
303
|
|
|
$
|
584
|
|
|
$
|
4,049
|
|
Adjustments to accruals
|
(722
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(722
|
)
|
|||||
Cash payments
|
—
|
|
|
(243
|
)
|
|
(183
|
)
|
|
(152
|
)
|
|
(578
|
)
|
|||||
Ending balance, June 30, 2014
|
$
|
1,942
|
|
|
$
|
255
|
|
|
$
|
120
|
|
|
$
|
432
|
|
|
$
|
2,749
|
|
•
|
a decline in cases referred to us for any reason, including changes in the degree to which property and casualty insurance carriers outsource their claims handling functions,
|
•
|
the project-based nature of our Legal Settlement Administration segment, including associated fluctuations in revenue,
|
•
|
changes in global economic conditions,
|
•
|
changes in interest rates,
|
•
|
changes in foreign currency exchange rates,
|
•
|
changes in regulations and practices of various governmental authorities,
|
•
|
changes in our competitive environment,
|
•
|
changes in the financial condition of our clients,
|
•
|
the loss of any material customer,
|
•
|
regulatory changes related to funding of defined benefit pension plans,
|
•
|
the fact that our U.S. and U.K. defined benefit pension plans are significantly underfunded and our future funding obligations thereunder,
|
•
|
continued high levels of unemployment and associated low levels of workplace injuries in the U.S.,
|
•
|
our ability to complete any transaction involving the acquisition or disposition of assets on terms and at times acceptable to us,
|
•
|
our ability to identify new revenue sources not tied to the insurance underwriting cycle,
|
•
|
our ability to develop or acquire information technology resources to support and grow our business,
|
•
|
our ability to attract and retain qualified personnel,
|
•
|
our ability to renew existing contracts with clients on satisfactory terms,
|
•
|
our ability to collect amounts due from our clients and others,
|
•
|
continued availability of funding under our financing agreements,
|
•
|
general risks associated with doing business outside the U.S.,
|
•
|
our ability to comply with the covenants in our financing or other agreements,
|
•
|
changes in market conditions or legislation (including judicial interpretation thereof) relating to class actions, which may make it more difficult for plaintiffs to bring such actions,
|
•
|
changes in the frequency or severity of man-made or natural disasters,
|
•
|
the ability of our third-party service providers, used for certain aspects of our internal business functions, to meet expected service levels,
|
•
|
our ability to prevent cybersecurity breaches and cyber incidents,
|
•
|
our ability to achieve targeted integration goals with the consolidation and migration of multiple software platforms,
|
•
|
risks associated with our having a controlling shareholder,
|
•
|
our ability to maintain adequate internal controls over financial reporting, in the area of accounting for income taxes, and
|
•
|
impairments of goodwill or our other indefinite-lived intangible assets.
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands, except percentages)
|
June 30,
2014 |
|
June 30,
2013 |
|
June 30,
2014 |
|
June 30,
2013 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
93,601
|
|
|
$
|
82,634
|
|
|
$
|
181,492
|
|
|
$
|
166,878
|
|
EMEA/AP
|
87,246
|
|
|
87,593
|
|
|
167,582
|
|
|
175,182
|
|
||||
Broadspire
|
66,706
|
|
|
65,768
|
|
|
131,464
|
|
|
123,565
|
|
||||
Legal Settlement Administration
|
40,663
|
|
|
62,952
|
|
|
83,027
|
|
|
119,603
|
|
||||
Total revenues, before reimbursements
|
288,216
|
|
|
298,947
|
|
|
563,565
|
|
|
585,228
|
|
||||
Reimbursements
|
18,837
|
|
|
27,181
|
|
|
32,846
|
|
|
48,026
|
|
||||
Total Revenues
|
$
|
307,053
|
|
|
$
|
326,128
|
|
|
$
|
596,411
|
|
|
$
|
633,254
|
|
|
|
|
|
|
|
|
|
||||||||
Direct Compensation, Fringe Benefits & Non-Employee Labor:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
58,917
|
|
|
$
|
54,414
|
|
|
$
|
115,668
|
|
|
$
|
114,063
|
|
% of related revenues before reimbursements
|
62.9
|
%
|
|
65.8
|
%
|
|
63.7
|
%
|
|
68.4
|
%
|
||||
EMEA/AP
|
60,894
|
|
|
59,229
|
|
|
118,806
|
|
|
119,039
|
|
||||
% of related revenues before reimbursements
|
69.8
|
%
|
|
67.6
|
%
|
|
70.9
|
%
|
|
68.0
|
%
|
||||
Broadspire
|
37,488
|
|
|
35,652
|
|
|
75,107
|
|
|
70,434
|
|
||||
% of related revenues before reimbursements
|
56.2
|
%
|
|
54.2
|
%
|
|
57.1
|
%
|
|
57.0
|
%
|
||||
Legal Settlement Administration
|
28,911
|
|
|
39,658
|
|
|
58,986
|
|
|
77,591
|
|
||||
% of related revenues before reimbursements
|
71.1
|
%
|
|
63.0
|
%
|
|
71.0
|
%
|
|
64.9
|
%
|
||||
Total
|
$
|
186,210
|
|
|
$
|
188,953
|
|
|
$
|
368,567
|
|
|
$
|
381,127
|
|
% of Revenues before reimbursements
|
64.6
|
%
|
|
63.2
|
%
|
|
65.4
|
%
|
|
65.1
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
26,542
|
|
|
$
|
23,803
|
|
|
$
|
50,748
|
|
|
$
|
45,178
|
|
% of related revenues before reimbursements
|
28.4
|
%
|
|
28.8
|
%
|
|
28.0
|
%
|
|
27.1
|
%
|
||||
EMEA/AP
|
22,042
|
|
|
19,972
|
|
|
42,566
|
|
|
40,929
|
|
||||
% of related revenues before reimbursements
|
25.3
|
%
|
|
22.8
|
%
|
|
25.4
|
%
|
|
23.4
|
%
|
||||
Broadspire
|
26,503
|
|
|
25,757
|
|
|
51,639
|
|
|
50,540
|
|
||||
% of related revenues before reimbursements
|
39.7
|
%
|
|
39.2
|
%
|
|
39.3
|
%
|
|
40.9
|
%
|
||||
Legal Settlement Administration
|
6,052
|
|
|
6,764
|
|
|
13,374
|
|
|
13,469
|
|
||||
% of related revenues before reimbursements
|
14.9
|
%
|
|
10.7
|
%
|
|
16.2
|
%
|
|
11.3
|
%
|
||||
Total before reimbursements
|
81,139
|
|
|
76,296
|
|
|
158,327
|
|
|
150,116
|
|
||||
% of Revenues before reimbursements
|
28.2
|
%
|
|
25.5
|
%
|
|
28.1
|
%
|
|
25.7
|
%
|
||||
Reimbursements
|
18,837
|
|
|
27,181
|
|
|
32,846
|
|
|
48,026
|
|
||||
Total
|
$
|
99,976
|
|
|
$
|
103,477
|
|
|
$
|
191,173
|
|
|
$
|
198,142
|
|
% of Revenues
|
32.6
|
%
|
|
31.7
|
%
|
|
32.1
|
%
|
|
31.3
|
%
|
||||
Operating Earnings:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
8,142
|
|
|
$
|
4,417
|
|
|
$
|
15,076
|
|
|
$
|
7,637
|
|
% of related revenues before reimbursements
|
8.7
|
%
|
|
5.3
|
%
|
|
8.3
|
%
|
|
4.6
|
%
|
||||
EMEA/AP
|
4,310
|
|
|
8,392
|
|
|
6,210
|
|
|
15,214
|
|
||||
% of related revenues before reimbursements
|
4.9
|
%
|
|
9.6
|
%
|
|
3.7
|
%
|
|
8.7
|
%
|
||||
Broadspire
|
2,715
|
|
|
4,359
|
|
|
4,718
|
|
|
2,591
|
|
||||
% of related revenues before reimbursements
|
4.1
|
%
|
|
6.6
|
%
|
|
3.6
|
%
|
|
2.1
|
%
|
||||
Legal Settlement Administration
|
5,700
|
|
|
16,530
|
|
|
10,667
|
|
|
28,543
|
|
||||
% of related revenues before reimbursements
|
14.0
|
%
|
|
26.3
|
%
|
|
12.8
|
%
|
|
23.9
|
%
|
||||
Deduct:
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate and shared costs and credits, net
|
53
|
|
|
(3,333
|
)
|
|
(1,690
|
)
|
|
(5,630
|
)
|
||||
Net corporate interest expense
|
(1,551
|
)
|
|
(1,600
|
)
|
|
(2,852
|
)
|
|
(3,243
|
)
|
||||
Stock option expense
|
(202
|
)
|
|
(293
|
)
|
|
(496
|
)
|
|
(373
|
)
|
||||
Amortization of customer-relationship intangible assets
|
(1,611
|
)
|
|
(1,594
|
)
|
|
(3,203
|
)
|
|
(3,190
|
)
|
||||
Income before income taxes
|
17,556
|
|
|
26,878
|
|
|
28,430
|
|
|
41,549
|
|
||||
Provision for income taxes
|
(6,962
|
)
|
|
(10,010
|
)
|
|
(11,250
|
)
|
|
(15,000
|
)
|
||||
Net Income
|
10,594
|
|
|
16,868
|
|
|
17,180
|
|
|
26,549
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(130
|
)
|
|
140
|
|
|
(64
|
)
|
|
198
|
|
||||
Net income attributable to shareholders of Crawford & Company
|
$
|
10,464
|
|
|
$
|
17,008
|
|
|
$
|
17,116
|
|
|
$
|
26,747
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||
( in thousands, except percentages)
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
||||||||||
U.S. Claims Field Operations
|
$
|
25,235
|
|
|
$
|
25,898
|
|
|
(2.6
|
)%
|
|
$
|
51,955
|
|
|
$
|
51,802
|
|
|
0.3
|
%
|
U.S. Technical Services
|
6,314
|
|
|
7,158
|
|
|
(11.8
|
)%
|
|
13,025
|
|
|
14,538
|
|
|
(10.4
|
)%
|
||||
U.S. Catastrophe Services
|
11,489
|
|
|
6,284
|
|
|
82.8
|
%
|
|
17,797
|
|
|
17,099
|
|
|
4.1
|
%
|
||||
Subtotal U.S. Claims Services
|
43,038
|
|
|
39,340
|
|
|
9.4
|
%
|
|
82,777
|
|
|
83,439
|
|
|
(0.8
|
)%
|
||||
Contractor Connection
|
14,221
|
|
|
10,079
|
|
|
41.1
|
%
|
|
27,130
|
|
|
17,559
|
|
|
54.5
|
%
|
||||
Subtotal U.S. Property & Casualty
|
57,259
|
|
|
49,419
|
|
|
15.9
|
%
|
|
109,907
|
|
|
100,998
|
|
|
8.8
|
%
|
||||
Canada--all service lines
|
32,815
|
|
|
29,047
|
|
|
13.0
|
%
|
|
64,508
|
|
|
58,335
|
|
|
10.6
|
%
|
||||
Latin America/Caribbean--all service lines
|
3,527
|
|
|
4,168
|
|
|
(15.4
|
)%
|
|
7,077
|
|
|
7,545
|
|
|
(6.2
|
)%
|
||||
Total Revenues before Reimbursements
|
$
|
93,601
|
|
|
$
|
82,634
|
|
|
13.3
|
%
|
|
$
|
181,492
|
|
|
$
|
166,878
|
|
|
8.8
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||
(whole numbers, except percentages )
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
||||||
U.S. Claims Field Operations
|
54,517
|
|
|
50,195
|
|
|
8.6
|
%
|
|
113,355
|
|
|
90,891
|
|
|
24.7
|
%
|
U.S. Technical Services
|
1,365
|
|
|
1,592
|
|
|
(14.3
|
)%
|
|
2,960
|
|
|
3,296
|
|
|
(10.2
|
)%
|
U.S. Catastrophe Services
|
6,991
|
|
|
8,675
|
|
|
(19.4
|
)%
|
|
14,413
|
|
|
19,828
|
|
|
(27.3
|
)%
|
Subtotal U.S. Claims Services
|
62,873
|
|
|
60,462
|
|
|
4.0
|
%
|
|
130,728
|
|
|
114,015
|
|
|
14.7
|
%
|
Contractor Connection
|
47,000
|
|
|
43,615
|
|
|
7.8
|
%
|
|
98,839
|
|
|
83,613
|
|
|
18.2
|
%
|
Subtotal U.S. Property & Casualty
|
109,873
|
|
|
104,077
|
|
|
5.6
|
%
|
|
229,567
|
|
|
197,628
|
|
|
16.2
|
%
|
Canada--all service lines
|
42,968
|
|
|
32,061
|
|
|
34.0
|
%
|
|
91,992
|
|
|
62,475
|
|
|
47.2
|
%
|
Latin America/Caribbean--all service lines
|
17,142
|
|
|
19,488
|
|
|
(12.0
|
)%
|
|
34,359
|
|
|
35,193
|
|
|
(2.4
|
)%
|
Total Americas Cases Received
|
169,983
|
|
|
155,626
|
|
|
9.2
|
%
|
|
355,918
|
|
|
295,296
|
|
|
20.5
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||
( in thousands, except percentages)
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
||||||||||
U.K.
|
$
|
32,767
|
|
|
$
|
30,329
|
|
|
8.0
|
%
|
|
$
|
62,782
|
|
|
$
|
62,092
|
|
|
1.1
|
%
|
Continental Europe, Middle East, Africa (“CEMEA”)
|
27,846
|
|
|
26,984
|
|
|
3.2
|
%
|
|
55,500
|
|
|
54,157
|
|
|
2.5
|
%
|
||||
Asia-Pacific
|
26,633
|
|
|
30,280
|
|
|
(12.0
|
)%
|
|
49,300
|
|
|
58,993
|
|
|
(16.4
|
)%
|
||||
Total EMEA/AP Revenues before Reimbursements
|
$
|
87,246
|
|
|
$
|
87,593
|
|
|
(0.4
|
)%
|
|
$
|
167,582
|
|
|
$
|
175,242
|
|
|
(4.4
|
)%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||
(whole numbers, except percentages)
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
||||||
U.K.
|
24,024
|
|
|
24,067
|
|
|
(0.2
|
)%
|
|
48,132
|
|
|
51,152
|
|
|
(5.9
|
)%
|
CEMEA
|
63,656
|
|
|
55,493
|
|
|
14.7
|
%
|
|
123,088
|
|
|
105,891
|
|
|
16.2
|
%
|
Asia-Pacific
|
39,047
|
|
|
37,575
|
|
|
3.9
|
%
|
|
82,458
|
|
|
72,611
|
|
|
13.6
|
%
|
Total EMEA/AP Cases Received
|
126,727
|
|
|
117,135
|
|
|
8.2
|
%
|
|
253,678
|
|
|
229,654
|
|
|
10.5
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||
( in thousands, except percentages)
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
||||||||||
Workers' Compensation and Liability Claims Management
|
$
|
27,720
|
|
|
$
|
28,689
|
|
|
(3.4
|
)%
|
|
$
|
56,004
|
|
|
$
|
52,673
|
|
|
6.3
|
%
|
Medical Management
|
35,054
|
|
|
33,032
|
|
|
6.1
|
%
|
|
67,846
|
|
|
62,993
|
|
|
7.7
|
%
|
||||
Risk Management Information Services
|
3,932
|
|
|
4,047
|
|
|
(2.8
|
)%
|
|
7,614
|
|
|
7,899
|
|
|
(3.6
|
)%
|
||||
Total Broadspire Revenues before Reimbursements
|
$
|
66,706
|
|
|
$
|
65,768
|
|
|
1.4
|
%
|
|
$
|
131,464
|
|
|
$
|
123,565
|
|
|
6.4
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||
(whole numbers, except percentages)
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
|
June 30,
2014 |
|
June 30,
2013 |
|
Variance
|
||||||
Workers’ Compensation
|
44,683
|
|
|
38,737
|
|
|
15.3
|
%
|
|
82,758
|
|
|
75,016
|
|
|
10.3
|
%
|
Casualty
|
17,218
|
|
|
18,012
|
|
|
(4.4
|
)%
|
|
35,652
|
|
|
41,208
|
|
|
(13.5
|
)%
|
Other
|
28,096
|
|
|
24,172
|
|
|
16.2
|
%
|
|
55,543
|
|
|
44,853
|
|
|
23.8
|
%
|
Total Broadspire Cases Received
|
89,997
|
|
|
80,921
|
|
|
11.2
|
%
|
|
173,953
|
|
|
161,077
|
|
|
8.0
|
%
|
•
|
Cash and cash equivalents decreased
$28.2 million
, or
$28.0 million
net of currency exchange, primarily due to the increase in accounts receivable and unbilled revenues and a decrease in various liabilities discussed below.
|
•
|
Accounts receivable and unbilled revenues increased
$38.6 million
, or
$39.9 million
net of currency exchange impacts. This increase was primarily due to increased receivables in Canada, the U.K., and Legal Settlement Administration.
|
•
|
Accounts payable, accrued compensation and related costs, and other accrued current liabilities decreased
$37.2 million
primarily due to the payment of year-end accruals, annual incentive compensation, and the funding of various defined benefit and defined contribution retirement plans.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May be Purchased Under the Plans or Programs
|
|
|||||
Balance as of March 31, 2014
|
|
|
|
|
|
|
|
656,557
|
|
|
||||
April 1, 2014 - April 30, 2014
|
|
|
|
|
|
|
|
|
|
|||||
CRDA
|
|
46,509
|
|
|
$
|
8.91
|
|
|
46,509
|
|
|
|
|
|
CRDB
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
Totals as of April 30, 2014
|
|
|
|
|
|
|
|
610,048
|
|
|
||||
May 1, 2014 - May 31, 2014
|
|
|
|
|
|
|
|
|
|
|||||
CRDA
|
|
60,868
|
|
|
$
|
8.56
|
|
|
60,868
|
|
|
|
|
|
CRDB
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
Totals as of May 31, 2014
|
|
|
|
|
|
|
|
549,180
|
|
|
||||
June 1, 2014 - June 30, 2014
|
|
|
|
|
|
|
|
|
|
|||||
CRDA
|
|
56,453
|
|
|
$
|
8.22
|
|
|
56,453
|
|
|
|
|
|
CRDB
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
Totals as of June 30, 2014
|
|
163,830
|
|
|
|
|
163,830
|
|
|
492,727
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Crawford & Company
(Registrant)
|
|
||
|
|
|
|
|
||
Date:
|
August 4, 2014
|
|
/s/ Jeffrey T. Bowman
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Jeffrey T. Bowman
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President and Chief Executive Officer
(Principal Executive Officer)
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Date:
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August 4, 2014
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/s/ W. Bruce Swain
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W. Bruce Swain
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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Exhibit
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No.
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Description
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3.1
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Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007)
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3.2
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Restated By-laws of the Registrant, as amended (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2008)
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10
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Terms of Employment Agreement between Danielle M. Lisenbey and the Registrant, dated June 30, 2014
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15
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Letter of Ernst & Young LLP
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31.1
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Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101
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XBRL Documents
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Jeffrey T. Bowman
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President & Chief Executive Officer
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1.
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Definitions
:
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a.
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“Company” or “Crawford” means Crawford & Company, along with its subsidiaries, parents, affiliated entities, and includes the successors and assigns of Crawford or any such related entities.
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b.
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“Business of Crawford” means claims management, adjusting, administrative services, business process outsourcing, and other services as may be stated in Crawford’s most current Annual Report.
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c.
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Confidential Information” means information about the Company and its Employees and/or Customers which is not generally known outside of the Company, which Executive learns of in connection with Executive’s employment with the Company, and which would be useful to competitors of the Company. Confidential Information includes, but is not limited to: (1) business and employment policies, marketing methods and the targets of those methods, financial records, business plans, strategies and ideas, promotional materials, education and training materials, research and development, technology and software systems, price lists, and recruiting strategies; (2) the nature, origin, composition and development of the company’s products and services; (3) proprietary information and processes, and intellectual property; (4) customer information and the manner in which the Company provides products and services to its customers; and (5) claim information (specifically including, but not limited to: (i) claim information and history, (ii) claimant information (in whatever form), (iii) correspondence, including email correspondence, (iv) reports, (v) statistics, (vi) internal memoranda, (vii) notes (manuscript or otherwise), (viii) jottings (however informal and in whatever form), (ix) drafts, (x) recordings, (xi) diary entries, (xii) records stored on computer disc, including computer back up software and documents which have been deleted, and (xiii) additional information stored and associated with electronic documents (known as metadata)).
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d.
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“Trade Secrets” means Confidential Information which meets the additional requirements of the Uniform Trade Secrets Act or similar state law.
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2.
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Duty of Confidentiality
. Executive agrees that during employment with the Company and following the cessation of that employment for any reason Executive shall not directly or indirectly divulge or make use of any Confidential Information (so long as the information remains confidential) for the benefit of anyone other than the Company, without prior written consent of the Company. Executive further agrees that if Executive is questioned about information subject to this agreement by anyone not authorized to receive such information, Executive will promptly notify Executive’s supervisor(s) or an officer of the Company.
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3.
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Non-Disclosure of Trade Secrets
. Executive agrees that, during employment with the Company and following the cessation of that employment for any reason, Executive shall not directly or indirectly divulge or make use of any Trade Secrets (so long as the information remains a Trade Secret under the applicable state law) for the benefit of anyone other than the Company without prior written consent of the Company. Executive further agrees that if Executive is questioned about information subject to this agreement by anyone not authorized to receive such information, Executive will promptly notify Executive’s supervisor(s) or an officer of the Company.
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4.
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Return of Property and Information
. Executive agrees to return all the Company's property immediately and in no event more than seven (7) days following the cessation of Executive's employment for any reason. Such property includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to Executive or which Executive has developed or collected in the scope of Executive’s employment, as well as all Company-issued equipment, computers, printers, facsimile machines, copiers, vehicles, keys, badges, passes, access cards, supplies, accessories, instruments, tools, devices, mobile devices and phones, pagers, flashdrives/thumbdrives, materials, documents, plans, records, notebooks, drawings, papers, and any external media containing same.
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5.
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Non-Solicitation of Customers or Clients
. Executive agrees that during employment with the company and for a period of twelve (12) months following the cessation of employment, provided the Executive’s cessation is voluntary or on the part of Executive, Executive will not directly or indirectly solicit or attempt to solicit any business in competition with the Business of Crawford from any of the customers or clients of the Company with or for whom Executive had contact or performed any services during the last year of Executive’s employment with the Company. Executive further agrees that during employment with the company and indefinitely thereafter, Executive will not divulge or make use of any Trade Secrets or Confidential Information (so long as the information remains a Trade Secret or Confidential Information under the applicable state law) to directly or indirectly solicit or attempt to solicit any business in competition with the Business of Crawford from any of the customers or clients of the Company with or for whom Executive had contact or performed any services during the last year of Executive’s employment with the Company.
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6.
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Non-Competition
. The Executive acknowledges that if she were to compete with the Company in the Business of the Company, she could cause serious harm to the Company. Executive acknowledges that during her employment as the Chief Executive Officer of Broadspire, she maintains full responsibility for the Business of Broadspire Services, Inc., which operates throughout the United States. Executive further acknowledges that during her employment as a Chief Executive Officer and as a member of the Crawford & Company Global Executive Management Team, Executive will gain valuable confidential business or professional information that otherwise does not qualify as trade secrets; maintains and builds substantial relationships with specific prospective or existing customers or clients; and maintains and builds customer or client goodwill associated with the Business of the Company throughout the United States. Further, Executive acknowledges that she has derived significant value from the Company and from the Confidential and Trade Secret Information of the Company provided to her during her employment with the Company, which enabled her to optimize the performance of the Company and optimized her personal, professional, and financial benefit.
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6.
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Non-Recruitment of Employees
. While employed by the Company and for a period of twelve (12) months following the cessation of employment, provided the Executive’s cessation is voluntary or on the part of Executive, Executive will not directly or indirectly solicit or attempt to solicit any employee of the Company for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Company and/or disrupting or interfering with the Company’s business. Executive further agrees that during employment with the company and indefinitely thereafter, Executive will not divulge or make use of any Trade Secrets or Confidential Information (so long as the information remains a Trade Secret or Confidential Information under the applicable state law) to directly or indirectly solicit or attempt to solicit any employee of the Company for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Company and/or disrupting or interfering with the Company’s business.
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7.
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Remedies
. The parties agree that this Agreement is reasonable and necessary for the protection of the business and goodwill of Crawford and that any breach of this Agreement by Executive will cause Crawford substantial and irreparable harm entitling Crawford to injunctive relief and other equitable and legal remedies. Moreover, to the extent Executive breaches this Agreement, the time periods set forth herein are continued for the period of Executive’s breach of the Agreement. The prevailing party shall be entitled to recover its costs and attorney’s fees in any proceeding brought under this Agreement. The existence of any claim or cause of action by Executive against the Company, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.
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8.
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Construction of Agreement & Severability
. The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the extent reasonable, whether said revisions are in time, territory, or scope of prohibited activities. This Agreement represents the entire understanding between Executive and the Company on the matters addressed herein and supersedes any such prior agreements and may not be modified, changed or altered by any promise or statement by the Company until such modification has been approved in writing and signed by both parties. The waiver by the Company of a breach of any provision of this Agreement by any Executive shall not be construed as a waiver of rights with respect to any subsequent breach by Executive.
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9.
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At-Will Status
. Nothing in this Agreement shall change or alter the status of your employment as being “at-will.” As such, either party may terminate the employment relationship at any time and for any reason.
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10.
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Choice of Law
. This agreement shall be governed and interpreted according to the laws of the State of Georgia.
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1.
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I have reviewed this quarterly report on Form 10-Q of Crawford & Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the Registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
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5.
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The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
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Date:
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August 4, 2014
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/s/ Jeffrey T. Bowman
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Jeffrey T. Bowman
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President and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Crawford & Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the Registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
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5.
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The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
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Date:
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August 4, 2014
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/s/ W. Bruce Swain
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W. Bruce Swain
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Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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August 4, 2014
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/s/ Jeffrey T. Bowman
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Jeffrey T. Bowman
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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August 4, 2014
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/s/ W. Bruce Swain
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W. Bruce Swain
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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