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þ
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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, 2017
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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
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o
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Accelerated filer
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þ
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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Part I. Financial Information
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Condensed Consolidated Statements of Operations (unaudited) for the three months ended
June 30, 2017 and 2016
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Condensed Consolidated Statements of Operations (unaudited) for the
six months ended June 30, 2017 and 2016
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Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months and six months ended June 30, 2017 and 2016
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Condensed Consolidated Balance Sheets (unaudited) as of
June 30, 2017 and December 31, 2016
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Condensed Consolidated Statements of Cash Flows (unaudited) for the
six months ended June 30, 2017 and 2016
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Condensed Consolidated Statements of Shareholders' Investment (unaudited) as of and for the
three months and six months ended June 30, 2017 and 2016
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Three Months Ended June 30,
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(In thousands, except per share amounts)
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2017
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2016
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||||
Revenues:
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||||
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Revenues before reimbursements
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$
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269,247
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$
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282,343
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Reimbursements
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14,725
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15,326
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Total Revenues
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283,972
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297,669
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Costs and Expenses:
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Costs of services provided, before reimbursements
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186,327
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200,362
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Reimbursements
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14,725
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15,326
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Total costs of services
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201,052
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215,688
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Selling, general, and administrative expenses
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57,327
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61,060
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Corporate interest expense, net of interest income of $224 and $151, respectively
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2,114
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2,523
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Restructuring and special charges
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6,782
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3,526
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Total Costs and Expenses
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267,275
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282,797
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Other Income
|
388
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405
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Income Before Income Taxes
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17,085
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15,277
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Provision for Income Taxes
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6,812
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6,116
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Net Income
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10,273
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9,161
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Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests
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(72
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)
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(534
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)
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Net Income Attributable to Shareholders of Crawford & Company
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$
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10,201
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$
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8,627
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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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0.16
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Class B Common Stock
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$
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0.17
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$
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0.14
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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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0.16
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Class B Common Stock
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$
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0.17
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$
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0.14
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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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31,394
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30,725
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Class B Common Stock
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24,678
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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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32,119
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31,253
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Class B Common Stock
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24,678
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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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0.07
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$
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0.07
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Class B Common Stock
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$
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0.05
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$
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0.05
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Six Months Ended June 30,
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(In thousands, except per share amounts)
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2017
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2016
|
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Revenues:
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Revenues before reimbursements
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$
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536,514
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$
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559,577
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Reimbursements
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26,988
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29,000
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Total Revenues
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563,502
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588,577
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Costs and Expenses:
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Costs of services provided, before reimbursements
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378,881
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401,795
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Reimbursements
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26,988
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29,000
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Total costs of services
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405,869
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430,795
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Selling, general, and administrative expenses
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117,319
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117,857
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Corporate interest expense, net of interest income of $407 and $221, respectively
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4,150
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5,291
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Restructuring and special charges
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7,387
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5,943
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Total Costs and Expenses
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534,725
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559,886
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Other Income
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766
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522
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Income Before Income Taxes
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29,543
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29,213
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Provision for Income Taxes
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11,647
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11,423
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Net Income
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17,896
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17,790
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Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests
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(31
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)
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(533
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)
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Net Income Attributable to Shareholders of Crawford & Company
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$
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17,865
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$
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17,257
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Earnings Per Share - Basic:
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Class A Common Stock
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$
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0.34
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$
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0.33
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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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0.29
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Earnings Per Share - Diluted:
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Class A Common Stock
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$
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0.33
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$
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0.33
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Class B Common Stock
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$
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0.29
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$
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0.29
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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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31,401
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30,635
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Class B Common Stock
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24,684
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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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32,181
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31,031
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Class B Common Stock
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24,684
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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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0.14
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$
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0.14
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Class B Common Stock
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$
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0.10
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$
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0.10
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Three Months Ended June 30,
|
||||||
(In thousands)
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2017
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2016
|
||||
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|
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Net Income
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$
|
10,273
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|
$
|
9,161
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|
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|
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Other Comprehensive Income:
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|
||||
Net foreign currency translation income, net of tax of $0 and $0, respectively
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653
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5,864
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Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $990 and $1,107, respectively
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1,750
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2,141
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|
||||
Other Comprehensive Income
|
2,403
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|
|
8,005
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|
||
|
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|
||||
Comprehensive Income
|
12,676
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|
|
17,166
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|
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|
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|
||||
Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests
|
(202
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)
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(65
|
)
|
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|
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Comprehensive Income Attributable to Shareholders of Crawford & Company
|
$
|
12,474
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|
$
|
17,101
|
|
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|
||||
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|
||||
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|
||||
|
Six Months Ended June 30,
|
||||||
(In thousands)
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2017
|
|
2016
|
||||
|
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|
||||
Net Income
|
$
|
17,896
|
|
|
$
|
17,790
|
|
|
|
|
|
||||
Other Comprehensive Income:
|
|
|
|
||||
Net foreign currency translation income, net of tax of $0 and $0, respectively
|
1,531
|
|
|
3,447
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|
||
|
|
|
|
||||
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,979 and $2,213, respectively
|
3,533
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|
|
4,282
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|
||
|
|
|
|
||||
Other Comprehensive Income
|
5,064
|
|
|
7,729
|
|
||
|
|
|
|
||||
Comprehensive Income
|
22,960
|
|
|
25,519
|
|
||
|
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|
||||
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
653
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|
|
550
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|
||||
Comprehensive Income Attributable to Shareholders of Crawford & Company
|
$
|
23,613
|
|
|
$
|
26,069
|
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*
|
||||
(In thousands)
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June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
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|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
59,962
|
|
|
$
|
81,569
|
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Accounts receivable, less allowance for doubtful accounts of $15,798 and $14,499 respectively
|
168,047
|
|
|
153,566
|
|
||
Unbilled revenues, at estimated billable amounts
|
114,969
|
|
|
101,809
|
|
||
Income taxes receivable
|
3,781
|
|
|
3,781
|
|
||
Prepaid expenses and other current assets
|
25,025
|
|
|
24,006
|
|
||
Total Current Assets
|
371,784
|
|
|
364,731
|
|
||
Net Property and Equipment
|
28,329
|
|
|
29,605
|
|
||
Other Assets:
|
|
|
|
||||
Goodwill
|
116,488
|
|
|
91,750
|
|
||
Intangible assets arising from business acquisitions, net
|
101,942
|
|
|
86,931
|
|
||
Capitalized software costs, net
|
84,779
|
|
|
80,960
|
|
||
Deferred income tax assets
|
28,764
|
|
|
30,379
|
|
||
Other noncurrent assets
|
58,188
|
|
|
51,503
|
|
||
Total Other Assets
|
390,161
|
|
|
341,523
|
|
||
TOTAL ASSETS
|
$
|
790,274
|
|
|
$
|
735,859
|
|
|
|
|
*
|
||||
(In thousands, except par value amounts)
|
June 30,
2017 |
|
December 31,
2016 |
||||
LIABILITIES AND SHAREHOLDERS' INVESTMENT
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
5,383
|
|
|
$
|
30
|
|
Accounts payable
|
50,520
|
|
|
51,991
|
|
||
Accrued compensation and related costs
|
56,604
|
|
|
74,466
|
|
||
Self-insured risks
|
13,705
|
|
|
14,771
|
|
||
Income taxes payable
|
6,831
|
|
|
3,527
|
|
||
Deferred rent
|
11,283
|
|
|
12,142
|
|
||
Other accrued liabilities
|
38,434
|
|
|
34,922
|
|
||
Deferred revenues
|
38,187
|
|
|
37,456
|
|
||
Current installments of long-term debt and capital leases
|
543
|
|
|
982
|
|
||
Total Current Liabilities
|
221,490
|
|
|
230,287
|
|
||
Noncurrent Liabilities:
|
|
|
|
||||
Long-term debt and capital leases, less current installments
|
241,199
|
|
|
187,002
|
|
||
Deferred revenues
|
24,668
|
|
|
25,884
|
|
||
Accrued pension liabilities
|
95,782
|
|
|
105,175
|
|
||
Other noncurrent liabilities
|
23,769
|
|
|
28,247
|
|
||
Total Noncurrent Liabilities
|
385,418
|
|
|
346,308
|
|
||
Redeemable Noncontrolling Interests
|
7,362
|
|
|
—
|
|
||
Shareholders' Investment:
|
|
|
|
||||
Class A common stock, $1.00 par value; 50,000 shares authorized; 31,258 and 31,296 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
31,258
|
|
|
31,296
|
|
||
Class B common stock, $1.00 par value; 50,000 shares authorized; 24,642 and 24,690 shares issued and outstanding at June 30, 2017 and December 31, 2016 respectively
|
24,642
|
|
|
24,690
|
|
||
Additional paid-in capital
|
51,514
|
|
|
48,108
|
|
||
Retained earnings
|
270,221
|
|
|
261,562
|
|
||
Accumulated other comprehensive loss
|
(206,025
|
)
|
|
(211,773
|
)
|
||
Shareholders' Investment Attributable to Shareholders of Crawford & Company
|
171,610
|
|
|
153,883
|
|
||
Noncontrolling interests
|
4,394
|
|
|
5,381
|
|
||
Total Shareholders' Investment
|
176,004
|
|
|
159,264
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT
|
$
|
790,274
|
|
|
$
|
735,859
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
17,896
|
|
|
$
|
17,790
|
|
Reconciliation of net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
20,358
|
|
|
20,558
|
|
||
Stock-based compensation
|
3,405
|
|
|
1,957
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable, net
|
(12,192
|
)
|
|
(7,437
|
)
|
||
Unbilled revenues, net
|
(10,899
|
)
|
|
(13,306
|
)
|
||
Accrued or prepaid income taxes
|
4,078
|
|
|
3,224
|
|
||
Accounts payable and accrued liabilities
|
(24,626
|
)
|
|
1,949
|
|
||
Deferred revenues
|
(658
|
)
|
|
(4,084
|
)
|
||
Accrued retirement costs
|
(10,409
|
)
|
|
(5,247
|
)
|
||
Prepaid expenses and other operating activities
|
(3,312
|
)
|
|
(3,945
|
)
|
||
Net cash (used in) provided by operating activities
|
(16,359
|
)
|
|
11,459
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
||||
Acquisitions of property and equipment
|
(3,767
|
)
|
|
(4,588
|
)
|
||
Proceeds from disposals of property and equipment
|
316
|
|
|
—
|
|
||
Capitalization of computer software costs
|
(12,155
|
)
|
|
(8,749
|
)
|
||
Payments for business acquisitions, net of cash acquired
|
(36,029
|
)
|
|
(3,672
|
)
|
||
Other investing activities
|
(257
|
)
|
|
(95
|
)
|
||
Net cash used in investing activities
|
(51,892
|
)
|
|
(17,104
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Cash dividends paid
|
(6,869
|
)
|
|
(6,762
|
)
|
||
Payments related to shares received for withholding taxes under stock-based compensation plans
|
(435
|
)
|
|
(4
|
)
|
||
Proceeds from shares purchased under employee stock-based compensation plans
|
297
|
|
|
449
|
|
||
Decrease in note payable for stock repurchase
|
—
|
|
|
(2,206
|
)
|
||
Repurchases of common stock
|
(3,434
|
)
|
|
—
|
|
||
Increases in short-term and revolving credit facility borrowings
|
61,318
|
|
|
51,471
|
|
||
Payments on short-term and revolving credit facility borrowings
|
(4,897
|
)
|
|
(52,825
|
)
|
||
Payments on capital lease obligations
|
(693
|
)
|
|
(935
|
)
|
||
Dividends paid to noncontrolling interests
|
—
|
|
|
(210
|
)
|
||
Other financing activities
|
—
|
|
|
(12
|
)
|
||
Net cash provided by (used in) financing activities
|
45,287
|
|
|
(11,034
|
)
|
||
|
|
|
|
||||
Effects of exchange rate changes on cash and cash equivalents
|
1,357
|
|
|
(22
|
)
|
||
Decrease in cash and cash equivalents
|
(21,607
|
)
|
|
(16,701
|
)
|
||
Cash and cash equivalents at beginning of year
|
81,569
|
|
|
76,066
|
|
||
Cash and cash equivalents at end of period
|
$
|
59,962
|
|
|
$
|
59,365
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
|
Shareholders' Investment Attributable to
|
|
|
|
|
||||||||||||||||||
2017
|
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, 2017
|
$
|
31,296
|
|
|
$
|
24,690
|
|
|
$
|
48,108
|
|
|
$
|
261,562
|
|
|
$
|
(211,773
|
)
|
|
$
|
153,883
|
|
|
$
|
5,381
|
|
|
$
|
159,264
|
|
Net income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
7,664
|
|
|
—
|
|
|
7,664
|
|
|
137
|
|
|
7,801
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,475
|
|
|
3,475
|
|
|
(814
|
)
|
|
2,661
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,441
|
)
|
|
—
|
|
|
(3,441
|
)
|
|
—
|
|
|
(3,441
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,296
|
|
|
—
|
|
|
—
|
|
|
1,296
|
|
|
—
|
|
|
1,296
|
|
||||||||
Cumulative-effect adjustment of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
692
|
|
|
—
|
|
|
692
|
|
|
—
|
|
|
692
|
|
||||||||
Common stock activity
|
231
|
|
|
—
|
|
|
(629
|
)
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
(398
|
)
|
||||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(715
|
)
|
|
(681
|
)
|
||||||||
Balance at March 31, 2017
|
$
|
31,527
|
|
|
$
|
24,690
|
|
|
$
|
48,809
|
|
|
$
|
266,477
|
|
|
$
|
(208,298
|
)
|
|
$
|
163,205
|
|
|
$
|
3,989
|
|
|
$
|
167,194
|
|
Net income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
10,201
|
|
|
—
|
|
|
10,201
|
|
|
275
|
|
|
10,476
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,273
|
|
|
2,273
|
|
|
130
|
|
|
2,403
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,428
|
)
|
|
—
|
|
|
(3,428
|
)
|
|
—
|
|
|
(3,428
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,109
|
|
|
—
|
|
|
—
|
|
|
2,109
|
|
|
—
|
|
|
2,109
|
|
||||||||
Repurchases of common stock
|
(357
|
)
|
|
(48
|
)
|
|
—
|
|
|
(3,029
|
)
|
|
—
|
|
|
(3,434
|
)
|
|
—
|
|
|
(3,434
|
)
|
||||||||
Common stock activity
|
88
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
424
|
|
||||||||
Balance at June 30, 2017
|
$
|
31,258
|
|
|
$
|
24,642
|
|
|
$
|
51,514
|
|
|
$
|
270,221
|
|
|
$
|
(206,025
|
)
|
|
$
|
171,610
|
|
|
$
|
4,394
|
|
|
$
|
176,004
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
Shareholders' Investment Attributable to
|
|
|
|
|
|||||||||||||||||||
2016
|
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, 2016
|
$
|
30,537
|
|
|
$
|
24,690
|
|
|
$
|
41,936
|
|
|
$
|
239,161
|
|
|
$
|
(222,631
|
)
|
|
$
|
113,693
|
|
|
$
|
10,658
|
|
|
$
|
124,351
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,630
|
|
|
—
|
|
|
8,630
|
|
|
(1
|
)
|
|
8,629
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|
338
|
|
|
(614
|
)
|
|
(276
|
)
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,373
|
)
|
|
—
|
|
|
(3,373
|
)
|
|
—
|
|
|
(3,373
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
729
|
|
|
—
|
|
|
—
|
|
|
729
|
|
|
—
|
|
|
729
|
|
||||||||
Common stock activity
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
1,079
|
|
|
—
|
|
|
—
|
|
|
1,079
|
|
|
(4,879
|
)
|
|
(3,800
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|
(186
|
)
|
||||||||
Balance at March 31, 2016
|
$
|
30,551
|
|
|
$
|
24,690
|
|
|
$
|
43,744
|
|
|
$
|
244,418
|
|
|
$
|
(222,293
|
)
|
|
$
|
121,110
|
|
|
$
|
4,978
|
|
|
$
|
126,088
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,627
|
|
|
—
|
|
|
8,627
|
|
|
534
|
|
|
9,161
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,474
|
|
|
8,474
|
|
|
(469
|
)
|
|
8,005
|
|
||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,389
|
)
|
|
—
|
|
|
(3,389
|
)
|
|
—
|
|
|
(3,389
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|
—
|
|
|
1,228
|
|
||||||||
Common stock activity
|
250
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
431
|
|
|
—
|
|
|
431
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
||||||||
Balance at June 30, 2016
|
$
|
30,801
|
|
|
$
|
24,690
|
|
|
$
|
45,153
|
|
|
$
|
249,656
|
|
|
$
|
(213,819
|
)
|
|
$
|
136,481
|
|
|
$
|
5,020
|
|
|
$
|
141,501
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||
Service cost
|
$
|
328
|
|
|
$
|
368
|
|
|
$
|
657
|
|
|
$
|
658
|
|
Interest cost
|
6,226
|
|
|
8,664
|
|
|
12,396
|
|
|
16,572
|
|
||||
Expected return on assets
|
(8,964
|
)
|
|
(10,938
|
)
|
|
(17,928
|
)
|
|
(20,758
|
)
|
||||
Amortization of actuarial loss
|
3,094
|
|
|
3,541
|
|
|
6,145
|
|
|
6,818
|
|
||||
Net periodic benefit cost
|
$
|
684
|
|
|
$
|
1,635
|
|
|
$
|
1,270
|
|
|
$
|
3,290
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||||||||
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||||||||||||||
(in thousands, except per share amounts)
|
CRD-A
|
CRD-B
|
|
CRD-A
|
CRD-B
|
|
CRD-A
|
CRD-B
|
|
CRD-A
|
CRD-B
|
||||||||||||||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allocation of undistributed earnings
|
$
|
3,792
|
|
$
|
2,981
|
|
|
$
|
2,904
|
|
$
|
2,334
|
|
|
$
|
6,156
|
|
$
|
4,840
|
|
|
$
|
5,811
|
|
$
|
4,683
|
|
Dividends paid
|
2,193
|
|
1,235
|
|
|
2,155
|
|
1,234
|
|
|
4,400
|
|
2,469
|
|
|
4,294
|
|
2,469
|
|
||||||||
Net income attributable to common shareholders, basic
|
$
|
5,985
|
|
$
|
4,216
|
|
|
$
|
5,059
|
|
$
|
3,568
|
|
|
$
|
10,556
|
|
$
|
7,309
|
|
|
$
|
10,105
|
|
$
|
7,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding, basic
|
31,394
|
|
24,678
|
|
|
30,725
|
|
24,690
|
|
|
31,401
|
|
24,684
|
|
|
30,635
|
|
24,690
|
|
||||||||
Earnings per share - basic
|
$
|
0.19
|
|
$
|
0.17
|
|
|
$
|
0.16
|
|
$
|
0.14
|
|
|
$
|
0.34
|
|
$
|
0.30
|
|
|
$
|
0.33
|
|
$
|
0.29
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||||||||
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||||||||||||||
(in thousands, except per share amounts)
|
CRD-A
|
CRD-B
|
|
CRD-A
|
CRD-B
|
|
CRD-A
|
CRD-B
|
|
CRD-A
|
CRD-B
|
||||||||||||||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Allocation of undistributed earnings
|
$
|
3,830
|
|
$
|
2,943
|
|
|
$
|
2,926
|
|
$
|
2,312
|
|
|
$
|
6,223
|
|
$
|
4,773
|
|
|
$
|
5,844
|
|
$
|
4,650
|
|
Dividends paid
|
2,193
|
|
1,235
|
|
|
2,155
|
|
1,234
|
|
|
4,400
|
|
2,469
|
|
|
4,294
|
|
2,469
|
|
||||||||
Net income attributable to common shareholders, diluted
|
$
|
6,023
|
|
$
|
4,178
|
|
|
$
|
5,081
|
|
$
|
3,546
|
|
|
$
|
10,623
|
|
$
|
7,242
|
|
|
$
|
10,138
|
|
$
|
7,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted-average common shares outstanding, basic
|
31,394
|
|
24,678
|
|
|
30,725
|
|
24,690
|
|
|
31,401
|
|
24,684
|
|
|
30,635
|
|
24,690
|
|
||||||||
Weighted-average effect of dilutive securities
|
725
|
|
—
|
|
|
528
|
|
—
|
|
|
780
|
|
—
|
|
|
396
|
|
—
|
|
||||||||
Weighted-average common shares outstanding, diluted
|
32,119
|
|
24,678
|
|
|
31,253
|
|
24,690
|
|
|
32,181
|
|
24,684
|
|
|
31,031
|
|
24,690
|
|
||||||||
Earnings per share - diluted
|
$
|
0.19
|
|
$
|
0.17
|
|
|
$
|
0.16
|
|
$
|
0.14
|
|
|
$
|
0.33
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
$
|
0.29
|
|
|
Three months ended
|
|
Six months ended
|
||||||||
(in thousands)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period
|
786
|
|
|
—
|
|
|
673
|
|
|
74
|
|
Performance stock grants excluded because performance conditions have not been met
(1)
|
402
|
|
|
1,000
|
|
|
402
|
|
|
1,000
|
|
(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 been achieved.
|
|
Three months ended
|
|
Six months ended
|
||||||||
(in thousands)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||
CRD-A issued under Non-Employee Director Stock Plan
|
10
|
|
|
113
|
|
|
90
|
|
|
119
|
|
CRD-A issued under the U.K. ShareSave Scheme
|
57
|
|
|
134
|
|
|
59
|
|
|
141
|
|
CRD-A issued under the Executive Stock Bonus Plan
|
—
|
|
|
3
|
|
|
107
|
|
|
4
|
|
CRD-A issued under the 2016 Omnibus Stock and Incentive Plan
|
20
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
Three months ended June 30, 2017
|
|
Six months ended June 30, 2017
|
||||||||||||||||||||
(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
|
$
|
(31,757
|
)
|
|
$
|
(176,541
|
)
|
|
$
|
(208,298
|
)
|
|
$
|
(33,449
|
)
|
|
$
|
(178,324
|
)
|
|
$
|
(211,773
|
)
|
Other comprehensive income before reclassifications
|
523
|
|
|
—
|
|
|
523
|
|
|
2,215
|
|
|
—
|
|
|
2,215
|
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
1,750
|
|
|
1,750
|
|
|
—
|
|
|
3,533
|
|
|
3,533
|
|
||||||
Net current period other comprehensive income
|
523
|
|
|
1,750
|
|
|
2,273
|
|
|
2,215
|
|
|
3,533
|
|
|
5,748
|
|
||||||
Ending balance
|
$
|
(31,234
|
)
|
|
$
|
(174,791
|
)
|
|
$
|
(206,025
|
)
|
|
$
|
(31,234
|
)
|
|
$
|
(174,791
|
)
|
|
$
|
(206,025
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2016
|
||||||||||||||||||||
(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
|
$
|
(26,150
|
)
|
|
$
|
(196,143
|
)
|
|
$
|
(222,293
|
)
|
|
$
|
(24,347
|
)
|
|
$
|
(198,284
|
)
|
|
$
|
(222,631
|
)
|
Other comprehensive income before reclassifications
|
6,333
|
|
|
—
|
|
|
6,333
|
|
|
4,530
|
|
|
—
|
|
|
4,530
|
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
2,141
|
|
|
2,141
|
|
|
—
|
|
|
4,282
|
|
|
4,282
|
|
||||||
Net current period other comprehensive income
|
6,333
|
|
|
2,141
|
|
|
8,474
|
|
|
4,530
|
|
|
4,282
|
|
|
8,812
|
|
||||||
Ending balance
|
$
|
(19,817
|
)
|
|
$
|
(194,002
|
)
|
|
$
|
(213,819
|
)
|
|
$
|
(19,817
|
)
|
|
$
|
(194,002
|
)
|
|
$
|
(213,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 Operations. See Note 5, "Defined Benefit Pension Plans" for additional details.
|
|
|
|
Fair Value Measurements at June 30, 2017
|
||||||||||||
|
|
|
|
|
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)
|
$
|
10,098
|
|
|
$
|
10,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
(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."
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
61,316
|
|
|
$
|
58,886
|
|
|
$
|
121,791
|
|
|
$
|
117,439
|
|
International
|
110,370
|
|
|
122,617
|
|
|
220,235
|
|
|
239,475
|
|
||||
Broadspire
|
77,882
|
|
|
75,099
|
|
|
154,861
|
|
|
151,299
|
|
||||
Garden City Group
|
19,679
|
|
|
25,741
|
|
|
39,627
|
|
|
51,364
|
|
||||
Total segment revenues before reimbursements
|
269,247
|
|
|
282,343
|
|
|
536,514
|
|
|
559,577
|
|
||||
Reimbursements
|
14,725
|
|
|
15,326
|
|
|
26,988
|
|
|
29,000
|
|
||||
Total revenues
|
$
|
283,972
|
|
|
$
|
297,669
|
|
|
$
|
563,502
|
|
|
$
|
588,577
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Operating Earnings (Loss):
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
11,133
|
|
|
$
|
9,560
|
|
|
$
|
16,650
|
|
|
$
|
18,589
|
|
International
|
10,293
|
|
|
11,125
|
|
|
19,517
|
|
|
18,407
|
|
||||
Broadspire
|
8,899
|
|
|
6,529
|
|
|
15,995
|
|
|
15,234
|
|
||||
Garden City Group
|
(1,653
|
)
|
|
2,558
|
|
|
(2,455
|
)
|
|
3,830
|
|
||||
Total segment operating earnings
|
28,672
|
|
|
29,772
|
|
|
49,707
|
|
|
56,060
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Add (Deduct):
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate and shared (costs) and credits, net
|
487
|
|
|
(5,889
|
)
|
|
(2,255
|
)
|
|
(10,507
|
)
|
||||
Net corporate interest expense
|
(2,114
|
)
|
|
(2,523
|
)
|
|
(4,150
|
)
|
|
(5,291
|
)
|
||||
Stock option expense
|
(457
|
)
|
|
(137
|
)
|
|
(874
|
)
|
|
(227
|
)
|
||||
Amortization of customer-relationship intangible assets
|
(2,721
|
)
|
|
(2,420
|
)
|
|
(5,498
|
)
|
|
(4,879
|
)
|
||||
Restructuring and special charges
|
(6,782
|
)
|
|
(3,526
|
)
|
|
(7,387
|
)
|
|
(5,943
|
)
|
||||
Income before income taxes
|
$
|
17,085
|
|
|
$
|
15,277
|
|
|
$
|
29,543
|
|
|
$
|
29,213
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||
U.S. Services
|
|
|
|
|
|
|
|
||||||||
Claims Field Operations
|
$
|
22,268
|
|
|
$
|
20,193
|
|
|
$
|
43,369
|
|
|
$
|
40,706
|
|
Technical Services
|
6,927
|
|
|
7,203
|
|
|
14,133
|
|
|
13,929
|
|
||||
Catastrophe Services
|
8,644
|
|
|
11,423
|
|
|
21,790
|
|
|
25,955
|
|
||||
Subtotal U.S. Claims Services
|
37,839
|
|
|
38,819
|
|
|
79,292
|
|
|
80,590
|
|
||||
Contractor Connection
|
21,250
|
|
|
20,067
|
|
|
38,341
|
|
|
36,849
|
|
||||
WeGoLook
|
2,227
|
|
|
—
|
|
|
4,158
|
|
|
—
|
|
||||
Total Revenues before Reimbursements--U.S. Services
|
$
|
61,316
|
|
|
$
|
58,886
|
|
|
$
|
121,791
|
|
|
$
|
117,439
|
|
|
|
|
|
|
|
|
|
||||||||
Broadspire
|
|
|
|
|
|
|
|
||||||||
Workers' Compensation, Disability and Liability Claims Management
|
$
|
33,606
|
|
|
$
|
31,670
|
|
|
$
|
66,589
|
|
|
$
|
63,882
|
|
Medical Management Services
|
40,792
|
|
|
39,923
|
|
|
81,359
|
|
|
80,284
|
|
||||
Risk Management Information Services
|
3,484
|
|
|
3,506
|
|
|
6,913
|
|
|
7,133
|
|
||||
Total Revenues before Reimbursements--Broadspire
|
$
|
77,882
|
|
|
$
|
75,099
|
|
|
$
|
154,861
|
|
|
$
|
151,299
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||
Implementation and phase-in of the Centers
|
$
|
66
|
|
|
$
|
1,973
|
|
|
$
|
223
|
|
|
$
|
2,402
|
|
Restructuring and integration costs
|
6,716
|
|
|
716
|
|
|
6,716
|
|
|
1,603
|
|
||||
Asset impairments and lease termination costs
|
—
|
|
|
337
|
|
|
448
|
|
|
1,165
|
|
||||
Total restructuring charges
|
$
|
6,782
|
|
|
$
|
3,026
|
|
|
$
|
7,387
|
|
|
$
|
5,170
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2017
|
|||||||||||||||||||
(in thousands)
|
Deferred rent
|
|
Accrued compensation and related costs
|
|
Accounts payable
|
|
Other accrued liabilities
|
|
Total
|
|||||||||||
Beginning balance, March 31, 2017
|
$
|
2,743
|
|
|
$
|
595
|
|
|
$
|
—
|
|
|
$
|
1,524
|
|
|
$
|
4,862
|
|
|
Additions
|
—
|
|
—
|
|
6,688
|
|
|
94
|
|
|
—
|
|
|
6,782
|
|
|||||
Adjustments to accruals
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
(431
|
)
|
|
(933
|
)
|
||||||
Cash payments
|
—
|
|
|
(2,087
|
)
|
|
(94
|
)
|
|
(24
|
)
|
|
(2,205
|
)
|
||||||
Ending balance, June 30, 2017
|
$
|
2,241
|
|
|
$
|
5,196
|
|
|
$
|
—
|
|
|
$
|
1,069
|
|
|
$
|
8,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2017
|
|||||||||||||||||||
(in thousands)
|
Deferred rent
|
|
Accrued compensation and related costs
|
|
Accounts payable
|
|
Other accrued liabilities
|
|
Total
|
|||||||||||
Beginning balance, December 31, 2016
|
$
|
3,066
|
|
|
$
|
1,525
|
|
|
$
|
617
|
|
|
$
|
1,949
|
|
|
$
|
7,157
|
|
|
Additions
|
—
|
|
—
|
|
6,833
|
|
|
94
|
|
|
460
|
|
|
7,387
|
|
|||||
Adjustments to accruals
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
(431
|
)
|
|
(1,256
|
)
|
||||||
Cash payments
|
—
|
|
|
(3,162
|
)
|
|
(711
|
)
|
|
(909
|
)
|
|
(4,782
|
)
|
||||||
Ending balance, June 30, 2017
|
$
|
2,241
|
|
|
$
|
5,196
|
|
|
$
|
—
|
|
|
$
|
1,069
|
|
|
$
|
8,506
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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 Garden City Group 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,
|
•
|
our ability to successfully integrate the operations of acquired businesses,
|
•
|
our ability to achieve projected levels of efficiencies and cost savings from our Global Business Services Center in Manila, Philippines and our Global Technology Services Center in Pune, India (the "Centers"),
|
•
|
regulatory changes related to funding of defined benefit pension plans,
|
•
|
our underfunded U.S. and U.K. defined benefit pension plans and our future funding obligations thereunder,
|
•
|
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.,including changes in tax rates,
|
•
|
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, and
|
•
|
impairments of goodwill or our other indefinite-lived intangible assets.
|
Restructuring Charges
|
Three months ended
|
Six months ended
|
|||||||||||
(in thousands)
|
June 30,
2017 |
June 30,
2016 |
June 30,
2017 |
|
June 30,
2016 |
||||||||
Implementation and phase-in of the Centers
|
$
|
66
|
|
$
|
1,973
|
|
223
|
|
|
$
|
2,402
|
|
|
Restructuring and integration costs
|
6,716
|
|
716
|
|
6,716
|
|
|
1,603
|
|
||||
Asset impairments and lease termination costs
|
—
|
|
337
|
|
448
|
|
|
1,165
|
|
||||
Total restructuring charges
|
$
|
6,782
|
|
$
|
3,026
|
|
$
|
7,387
|
|
|
$
|
5,170
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
(in thousands, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
June 30,
2017 |
|
June 30,
2016 |
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
61,316
|
|
|
$
|
58,886
|
|
|
$
|
121,791
|
|
|
$
|
117,439
|
|
International
|
110,370
|
|
|
122,617
|
|
|
220,235
|
|
|
239,475
|
|
||||
Broadspire
|
77,882
|
|
|
75,099
|
|
|
154,861
|
|
|
151,299
|
|
||||
Garden City Group
|
19,679
|
|
|
25,741
|
|
|
39,627
|
|
|
51,364
|
|
||||
Total revenues, before reimbursements
|
269,247
|
|
|
282,343
|
|
|
536,514
|
|
|
559,577
|
|
||||
Reimbursements
|
14,725
|
|
|
15,326
|
|
|
26,988
|
|
|
29,000
|
|
||||
Total Revenues
|
$
|
283,972
|
|
|
$
|
297,669
|
|
|
$
|
563,502
|
|
|
$
|
588,577
|
|
|
|
|
|
|
|
|
|
||||||||
Direct Compensation, Fringe Benefits & Non-Employee Labor:
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
34,173
|
|
|
$
|
32,529
|
|
|
$
|
72,301
|
|
|
$
|
68,005
|
|
% of related revenues before reimbursements
|
55.7
|
%
|
|
55.3
|
%
|
|
59.3
|
%
|
|
57.9
|
%
|
||||
International
|
71,659
|
|
|
77,238
|
|
|
142,577
|
|
|
153,567
|
|
||||
% of related revenues before reimbursements
|
65.0
|
%
|
|
63.0
|
%
|
|
64.7
|
%
|
|
64.1
|
%
|
||||
Broadspire
|
42,830
|
|
|
42,240
|
|
|
86,253
|
|
|
83,862
|
|
||||
% of related revenues before reimbursements
|
55.0
|
%
|
|
56.2
|
%
|
|
55.7
|
%
|
|
55.4
|
%
|
||||
Garden City Group
|
13,763
|
|
|
16,500
|
|
|
27,827
|
|
|
33,820
|
|
||||
% of related revenues before reimbursements
|
69.9
|
%
|
|
64.1
|
%
|
|
70.2
|
%
|
|
65.9
|
%
|
||||
Total
|
$
|
162,425
|
|
|
$
|
168,507
|
|
|
$
|
328,958
|
|
|
$
|
339,254
|
|
% of Revenues before reimbursements
|
60.3
|
%
|
|
59.7
|
%
|
|
61.3
|
%
|
|
60.6
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses Other than Direct Compensation, Fringe Benefits & Non-Employee Labor:
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
16,010
|
|
|
$
|
16,797
|
|
|
$
|
32,840
|
|
|
$
|
30,845
|
|
% of related revenues before reimbursements
|
26.1
|
%
|
|
28.5
|
%
|
|
27.0
|
%
|
|
26.3
|
%
|
||||
International
|
28,418
|
|
|
34,254
|
|
|
58,141
|
|
|
67,501
|
|
||||
% of related revenues before reimbursements
|
25.7
|
%
|
|
27.9
|
%
|
|
26.4
|
%
|
|
28.2
|
%
|
||||
Broadspire
|
26,153
|
|
|
26,330
|
|
|
52,613
|
|
|
52,203
|
|
||||
% of related revenues before reimbursements
|
33.6
|
%
|
|
35.1
|
%
|
|
34.0
|
%
|
|
34.5
|
%
|
||||
Garden City Group
|
7,569
|
|
|
6,683
|
|
|
14,255
|
|
|
13,714
|
|
||||
% of related revenues before reimbursements
|
38.5
|
%
|
|
26.0
|
%
|
|
36.0
|
%
|
|
26.6
|
%
|
||||
Total before reimbursements
|
78,150
|
|
|
84,064
|
|
|
157,849
|
|
|
164,263
|
|
||||
% of Revenues before reimbursements
|
29.0
|
%
|
|
29.8
|
%
|
|
29.4
|
%
|
|
29.4
|
%
|
||||
Reimbursements
|
14,725
|
|
|
15,326
|
|
|
26,988
|
|
|
29,000
|
|
||||
Total
|
$
|
92,875
|
|
|
$
|
99,390
|
|
|
$
|
184,837
|
|
|
$
|
193,263
|
|
% of Revenues
|
32.7
|
%
|
|
33.4
|
%
|
|
32.8
|
%
|
|
32.8
|
%
|
||||
Operating Earnings (Loss):
|
|
|
|
|
|
|
|
||||||||
U.S. Services
|
$
|
11,133
|
|
|
$
|
9,560
|
|
|
$
|
16,650
|
|
|
$
|
18,589
|
|
% of related revenues before reimbursements
|
18.2
|
%
|
|
16.2
|
%
|
|
13.7
|
%
|
|
15.8
|
%
|
||||
International
|
10,293
|
|
|
11,125
|
|
|
19,517
|
|
|
18,407
|
|
||||
% of related revenues before reimbursements
|
9.3
|
%
|
|
9.1
|
%
|
|
8.9
|
%
|
|
7.7
|
%
|
||||
Broadspire
|
8,899
|
|
|
6,529
|
|
|
15,995
|
|
|
15,234
|
|
||||
% of related revenues before reimbursements
|
11.4
|
%
|
|
8.7
|
%
|
|
10.3
|
%
|
|
10.1
|
%
|
||||
Garden City Group
|
(1,653
|
)
|
|
2,558
|
|
|
(2,455
|
)
|
|
3,830
|
|
||||
% of related revenues before reimbursements
|
(8.4
|
)%
|
|
9.9
|
%
|
|
(6.2
|
)%
|
|
7.5
|
%
|
||||
Add (Deduct):
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate and shared (costs) and credits, net
|
487
|
|
|
(5,889
|
)
|
|
(2,255
|
)
|
|
(10,507
|
)
|
||||
Net corporate interest expense
|
(2,114
|
)
|
|
(2,523
|
)
|
|
(4,150
|
)
|
|
(5,291
|
)
|
||||
Stock option expense
|
(457
|
)
|
|
(137
|
)
|
|
(874
|
)
|
|
(227
|
)
|
||||
Amortization of customer-relationship intangible assets
|
(2,721
|
)
|
|
(2,420
|
)
|
|
(5,498
|
)
|
|
(4,879
|
)
|
||||
Restructuring and special charges
|
(6,782
|
)
|
|
(3,526
|
)
|
|
(7,387
|
)
|
|
(5,943
|
)
|
||||
Income before income taxes
|
17,085
|
|
|
15,277
|
|
|
29,543
|
|
|
29,213
|
|
||||
Provision for income taxes
|
(6,812
|
)
|
|
(6,116
|
)
|
|
(11,647
|
)
|
|
(11,423
|
)
|
||||
Net income
|
10,273
|
|
|
9,161
|
|
|
17,896
|
|
|
17,790
|
|
||||
Net income attributable to noncontrolling interests and redeemable noncontrolling interests
|
(72
|
)
|
|
(534
|
)
|
|
(31
|
)
|
|
(533
|
)
|
||||
Net income attributable to shareholders of Crawford & Company
|
$
|
10,201
|
|
|
$
|
8,627
|
|
|
$
|
17,865
|
|
|
$
|
17,257
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||
(in thousands, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
||||||||||
Claims Field Operations
|
$
|
22,268
|
|
|
$
|
20,193
|
|
|
10.3
|
%
|
|
$
|
43,369
|
|
|
$
|
40,706
|
|
|
6.5
|
%
|
Technical Services
|
6,927
|
|
|
7,203
|
|
|
(3.8
|
)%
|
|
14,133
|
|
|
13,929
|
|
|
1.5
|
%
|
||||
Catastrophe Services
|
8,644
|
|
|
11,423
|
|
|
(24.3
|
)%
|
|
21,790
|
|
|
25,955
|
|
|
(16.0
|
)%
|
||||
Subtotal U.S. Claims Services
|
37,839
|
|
|
38,819
|
|
|
(2.5
|
)%
|
|
79,292
|
|
|
80,590
|
|
|
(1.6
|
)%
|
||||
Contractor Connection
|
21,250
|
|
|
20,067
|
|
|
5.9
|
%
|
|
38,341
|
|
|
36,849
|
|
|
4.0
|
%
|
||||
WeGoLook
|
2,227
|
|
|
—
|
|
|
nm
|
|
|
4,158
|
|
|
—
|
|
|
nm
|
|
||||
Total U.S. Services Revenues before Reimbursements
|
$
|
61,316
|
|
|
$
|
58,886
|
|
|
4.1
|
%
|
|
$
|
121,791
|
|
|
$
|
117,439
|
|
|
3.7
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||
(whole numbers, except percentages )
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
||||||
Claims Field Operations
|
38,699
|
|
|
38,996
|
|
|
(0.8
|
)%
|
|
78,914
|
|
|
77,292
|
|
|
2.1
|
%
|
Technical Services
|
2,338
|
|
|
2,277
|
|
|
2.7
|
%
|
|
4,758
|
|
|
4,356
|
|
|
9.2
|
%
|
Catastrophe Services
|
3,018
|
|
|
5,075
|
|
|
(40.5
|
)%
|
|
7,446
|
|
|
10,294
|
|
|
(27.7
|
)%
|
Subtotal U.S. Claims Services
|
44,055
|
|
|
46,348
|
|
|
(4.9
|
)%
|
|
91,118
|
|
|
91,942
|
|
|
(0.9
|
)%
|
Contractor Connection
|
57,663
|
|
|
52,144
|
|
|
10.6
|
%
|
|
111,854
|
|
|
102,667
|
|
|
8.9
|
%
|
WeGoLook
|
28,406
|
|
|
—
|
|
|
nm
|
|
|
55,781
|
|
|
—
|
|
|
nm
|
|
Total U.S. Services Cases Received
|
130,124
|
|
|
98,492
|
|
|
32.1
|
%
|
|
258,753
|
|
|
194,609
|
|
|
33.0
|
%
|
|
Three months ended
|
||||||||||||||||
|
Based on actual exchange rates
|
|
Based on exchange rates for three months ended June 30, 2016
|
||||||||||||||
(in thousands, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30, 2017
|
|
Variance
|
||||||||
U.K.
|
$
|
35,573
|
|
|
$
|
44,498
|
|
|
(20.1
|
)%
|
|
$
|
40,259
|
|
|
(9.5
|
)%
|
Canada
|
25,335
|
|
|
27,120
|
|
|
(6.6
|
)%
|
|
26,482
|
|
|
(2.4
|
)%
|
|||
Asia-Pacific
|
26,886
|
|
|
27,827
|
|
|
(3.4
|
)%
|
|
26,489
|
|
|
(4.8
|
)%
|
|||
Europe and Rest of World
|
22,576
|
|
|
23,172
|
|
|
(2.6
|
)%
|
|
23,057
|
|
|
(0.5
|
)%
|
|||
Total International Revenues before Reimbursements
|
$
|
110,370
|
|
|
$
|
122,617
|
|
|
(10.0
|
)%
|
|
$
|
116,287
|
|
|
(5.2
|
)%
|
|
Six months ended
|
||||||||||||||||
|
Based on actual exchange rates
|
|
Based on exchange rates for six months ended June 30, 2016
|
||||||||||||||
(in thousands, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30, 2017
|
|
Variance
|
||||||||
U.K.
|
$
|
73,292
|
|
|
$
|
90,974
|
|
|
(19.4
|
)%
|
|
$
|
84,973
|
|
|
(6.6
|
)%
|
Canada
|
52,174
|
|
|
51,038
|
|
|
2.2
|
%
|
|
52,630
|
|
|
3.1
|
%
|
|||
Asia-Pacific
|
50,243
|
|
|
51,389
|
|
|
(2.2
|
)%
|
|
49,477
|
|
|
(3.7
|
)%
|
|||
Europe and Rest of World
|
44,526
|
|
|
46,074
|
|
|
(3.4
|
)%
|
|
45,027
|
|
|
(2.3
|
)%
|
|||
Total International Revenues before Reimbursements
|
$
|
220,235
|
|
|
$
|
239,475
|
|
|
(8.0
|
)%
|
|
$
|
232,107
|
|
|
(3.1
|
)%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||
(whole numbers, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
||||||
U.K.
|
28,290
|
|
|
32,923
|
|
|
(14.1
|
)%
|
|
58,499
|
|
|
70,028
|
|
|
(16.5
|
)%
|
Canada
|
42,982
|
|
|
40,063
|
|
|
7.3
|
%
|
|
87,454
|
|
|
79,088
|
|
|
10.6
|
%
|
Asia-Pacific
|
24,831
|
|
|
21,733
|
|
|
14.3
|
%
|
|
47,348
|
|
|
48,368
|
|
|
(2.1
|
)%
|
Europe and Rest of World
|
70,812
|
|
|
66,187
|
|
|
7.0
|
%
|
|
145,569
|
|
|
140,444
|
|
|
3.6
|
%
|
Total International Cases Received
|
166,915
|
|
|
160,906
|
|
|
3.7
|
%
|
|
338,870
|
|
|
337,928
|
|
|
0.3
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||||||
(in thousands, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
||||||||||
Medical Management Services
|
$
|
40,792
|
|
|
$
|
39,923
|
|
|
2.2
|
%
|
|
$
|
81,359
|
|
|
$
|
80,284
|
|
|
1.3
|
%
|
Workers' Compensation, Disability and Liability Claims Management
|
33,606
|
|
|
31,670
|
|
|
6.1
|
%
|
|
66,589
|
|
|
63,882
|
|
|
4.2
|
%
|
||||
Risk Management Information Services
|
3,484
|
|
|
3,506
|
|
|
(0.6
|
)%
|
|
6,913
|
|
|
7,133
|
|
|
(3.1
|
)%
|
||||
Total Broadspire Revenues before Reimbursements
|
$
|
77,882
|
|
|
$
|
75,099
|
|
|
3.7
|
%
|
|
$
|
154,861
|
|
|
$
|
151,299
|
|
|
2.4
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||||
(whole numbers, except percentages)
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
|
June 30,
2017 |
|
June 30,
2016 |
|
Variance
|
||||||
Workers' Compensation
|
44,116
|
|
|
45,530
|
|
|
(3.1
|
)%
|
|
87,070
|
|
|
89,903
|
|
|
(3.2
|
)%
|
Casualty
|
30,861
|
|
|
37,732
|
|
|
(18.2
|
)%
|
|
64,595
|
|
|
74,112
|
|
|
(12.8
|
)%
|
Medical Management, Disability and Other
|
38,654
|
|
|
25,621
|
|
|
50.9
|
%
|
|
75,265
|
|
|
53,431
|
|
|
40.9
|
%
|
Total Broadspire Cases Received
|
113,631
|
|
|
108,883
|
|
|
4.4
|
%
|
|
226,930
|
|
|
217,446
|
|
|
4.4
|
%
|
•
|
Accounts receivable increased
$14.5 million
, or
$12.2 million
excluding foreign currency exchange impacts and other adjustments. This increase was largely due to increased receivables in Garden City Group when compared with
December 31, 2016
balances.
|
•
|
Unbilled revenues increased
$13.2 million
, or
$10.9 million
excluding foreign currency exchange impacts. This increase was primarily due to increased unbilled revenues in the International and Broadspire segments when compared with
December 31, 2016
balances.
|
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, 2017
|
|
|
|
|
|
|
|
1,455,300
|
|
|
||||
April 1, 2017 - April 30, 2017
|
|
|
|
|
|
|
|
|
|
|||||
CRD-A
|
|
75,000
|
|
|
$
|
8.39
|
|
|
75,000
|
|
|
|
|
|
CRD-B
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
Totals as of April 30, 2017
|
|
|
|
|
|
|
|
1,380,300
|
|
|
||||
May 1, 2017 - May 31, 2017
|
|
|
|
|
|
|
|
|
|
|||||
CRD-A
|
|
206,320
|
|
|
$
|
8.65
|
|
|
206,320
|
|
|
|
|
|
CRD-B
|
|
23,945
|
|
|
$
|
8.91
|
|
|
23,945
|
|
|
|
|
|
Totals as of May 31, 2017
|
|
|
|
|
|
|
|
1,173,980
|
|
|
||||
June 1, 2017 - June 30, 2017
|
|
|
|
|
|
|
|
|
|
|||||
CRD-A
|
|
75,000
|
|
|
$
|
7.82
|
|
|
75,000
|
|
|
|
|
|
CRD-B
|
|
24,543
|
|
|
$
|
9.00
|
|
|
24,543
|
|
|
|
|
|
Totals as of June 30, 2017
|
|
404,808
|
|
|
|
|
404,808
|
|
|
1,050,492
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Crawford & Company
(Registrant)
|
|
||
|
|
|
|
|
||
Date:
|
August 9, 2017
|
|
/s/ Harsha V. Agadi
|
|
||
|
|
|
Harsha V. Agadi
|
|
||
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
||
|
|
|||||
|
|
|
|
|
||
Date:
|
August 9, 2017
|
|
/s/ W. Bruce Swain
|
|
||
|
|
|
W. Bruce Swain
|
|
||
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
Exhibit
|
|
|
No.
|
|
Description
|
3.1
|
|
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)
|
|
|
|
3.2
|
|
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)
|
|
|
|
10.1
|
|
Settlement Agreement and Further Waiver of Claims effective May 4, 2017, by and between Crawford & Company EMEA/AP Management Limited and Ian V. Muress (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2017)
|
|
|
|
10.2
|
|
Employment Agreement between Rohit Verma and Crawford & Company, dated June 22, 2017
|
|
|
|
15
|
|
Letter of Ernst & Young LLP
|
|
|
|
31.1
|
|
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
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
|
|
|
|
32.2
|
|
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
|
|
|
|
101
|
|
XBRL Documents
|
(a)
|
return of all Crawford property, documents, or instruments;
|
(b)
|
no admission of liability on the part of Crawford;
|
(c)
|
general release of any and all claims;
|
(d)
|
non-disclosure;
|
(e)
|
non-solicitation of employees and customers;
|
(f)
|
non-competition;
|
(g)
|
cooperation, and
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Crawford & Company;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
5.
|
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):
|
|
|
|
|
Date:
|
August 9, 2017
|
/s/ Harsha V. Agadi
|
|
|
|
Harsha V. Agadi
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Crawford & Company;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
5.
|
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):
|
|
|
|
|
Date:
|
August 9, 2017
|
/s/ W. Bruce Swain
|
|
|
|
W. Bruce Swain
|
|
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
|
|
|
|
1.
|
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
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
August 9, 2017
|
/s/ Harsha V. Agadi
|
|
|
|
Harsha V. Agadi
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
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
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
August 9, 2017
|
/s/ W. Bruce Swain
|
|
|
|
W. Bruce Swain
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|