Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
Common Class A | Common Class B | ||
Document Information | ' | ' | ' |
Entity Registrant Name | 'CRAWFORD & CO | ' | ' |
Entity Central Index Key | '0000025475 | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 30,412,960 | 24,690,172 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Revenues before reimbursements | $293,831 | $293,338 | $857,396 | $878,566 |
Reimbursements | 21,079 | 20,118 | 53,925 | 68,144 |
Total Revenues | 314,910 | 313,456 | 911,321 | 946,710 |
Costs and Expenses: | ' | ' | ' | ' |
Costs of services provided, before reimbursements | 213,442 | 212,375 | 625,584 | 638,049 |
Reimbursements | 21,079 | 20,118 | 53,925 | 68,144 |
Total costs of services | 234,521 | 232,493 | 679,509 | 706,193 |
Selling, general, and administrative expenses | 59,348 | 56,702 | 179,980 | 174,077 |
Corporate interest expense, net of interest income | 1,680 | 1,519 | 4,532 | 4,762 |
Total Costs and Expenses | 295,549 | 290,714 | 864,021 | 885,032 |
Other Income | 83 | 187 | 574 | 2,800 |
Income Before Income Taxes | 19,444 | 22,929 | 47,874 | 64,478 |
Provision for Income Taxes | 9,244 | 9,221 | 20,494 | 24,221 |
Net Income | 10,200 | 13,708 | 27,380 | 40,257 |
Net Income Attributable to Noncontrolling Interests | -8 | -303 | -72 | -105 |
Net Income Attributable to Shareholders of Crawford & Company | $10,192 | $13,405 | $27,308 | $40,152 |
Common Class A | ' | ' | ' | ' |
Earnings Per Share - Basic: | ' | ' | ' | ' |
Earnings Per Share - Basic (usd per share) | $0.19 | $0.25 | $0.52 | $0.75 |
Earnings Per Share - Diluted: | ' | ' | ' | ' |
Earnings Per Share - Diluted (usd per share) | $0.19 | $0.25 | $0.51 | $0.74 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ' | ' | ' | ' |
Weighted Average Shares Used to Compute Basic Earnings Per Share (shares) | 30,355 | 30,033 | 30,178 | 29,838 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ' | ' | ' | ' |
Weighted Average Shares Used to Compute Diluted Earnings Per Share (shares) | 30,988 | 30,872 | 30,957 | 30,690 |
Cash Dividends Per Share: | ' | ' | ' | ' |
Cash Dividends Per Share (usd per share) | $0.07 | $0.05 | $0.17 | $0.13 |
Common Class B | ' | ' | ' | ' |
Earnings Per Share - Basic: | ' | ' | ' | ' |
Earnings Per Share - Basic (usd per share) | $0.17 | $0.24 | $0.48 | $0.72 |
Earnings Per Share - Diluted: | ' | ' | ' | ' |
Earnings Per Share - Diluted (usd per share) | $0.17 | $0.24 | $0.47 | $0.71 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ' | ' | ' | ' |
Weighted Average Shares Used to Compute Basic Earnings Per Share (shares) | 24,690 | 24,690 | 24,690 | 24,690 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ' | ' | ' | ' |
Weighted Average Shares Used to Compute Diluted Earnings Per Share (shares) | 24,690 | 24,690 | 24,690 | 24,690 |
Cash Dividends Per Share: | ' | ' | ' | ' |
Cash Dividends Per Share (usd per share) | $0.05 | $0.04 | $0.13 | $0.10 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Income (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Interest income | $142 | $232 | $497 | $585 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Net Income | $10,200 | $13,708 | $27,380 | $40,257 |
Other Comprehensive Income (Loss): | ' | ' | ' | ' |
Net foreign currency translation loss, net of tax | -1,325 | -8,292 | -1,245 | -10,684 |
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax | 1,952 | 2,249 | 5,452 | 6,591 |
Other Comprehensive Income (Loss) | 627 | -6,043 | 4,207 | -4,093 |
Comprehensive Income | 10,827 | 7,665 | 31,587 | 36,164 |
Comprehensive (income) loss attributable to noncontrolling interests | -26 | -60 | 101 | 69 |
Comprehensive Income Attributable to Shareholders of Crawford & Company | $10,801 | $7,605 | $31,688 | $36,233 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
OCI, Tax on foreign currency translation losses | ($3) | $0 | ($106) | $0 |
OCI, Tax on amortization of actuarial losses on retirement plans included in net periodic pension cost | $928 | $976 | $2,772 | $3,086 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Current Assets: | ' | ' | |
Cash and cash equivalents | $44,742 | $75,953 | [1] |
Accounts receivable, less allowance for doubtful accounts of $9,794 and $10,234, respectively | 187,460 | 160,350 | [1] |
Unbilled revenues, at estimated billable amounts | 127,988 | 105,791 | [1] |
Income taxes receivable | 3,729 | 5,150 | [1] |
Prepaid expenses and other current assets | 28,040 | 22,437 | [1] |
Total Current Assets | 391,959 | 369,681 | [1] |
Property and Equipment: | ' | ' | |
Property and equipment | 154,482 | 155,326 | [1] |
Less accumulated depreciation | -112,576 | -109,643 | [1] |
Net Property and Equipment | 41,906 | 45,683 | [1] |
Other Assets: | ' | ' | |
Goodwill | 134,122 | 132,777 | [1] |
Intangible assets arising from business acquisitions, net | 77,313 | 82,103 | [1] |
Capitalized software costs, net | 73,974 | 72,761 | [1] |
Deferred income tax assets | 60,887 | 61,375 | [1] |
Other noncurrent assets | 28,167 | 25,678 | [1] |
Total Other Assets | 374,463 | 374,694 | [1] |
TOTAL ASSETS | 808,328 | 790,058 | [1] |
Current Liabilities: | ' | ' | |
Short-term borrowings | 46,370 | 35,000 | [1] |
Accounts payable | 47,659 | 50,941 | [1] |
Accrued compensation and related costs | 68,331 | 98,656 | [1] |
Self-insured risks | 13,753 | 13,100 | [1] |
Income taxes payable | 11,006 | 3,476 | [1] |
Deferred income taxes | 14,338 | 15,063 | [1] |
Deferred rent | 14,438 | 16,062 | [1] |
Other accrued liabilities | 33,104 | 34,270 | [1] |
Deferred revenues | 51,199 | 49,950 | [1] |
Current installments of long-term debt and capital leases | 808 | 875 | [1] |
Total Current Liabilities | 301,006 | 317,393 | [1] |
Noncurrent Liabilities: | ' | ' | |
Long-term debt and capital leases, less current installments | 141,198 | 101,770 | [1] |
Deferred revenues | 27,544 | 26,893 | [1] |
Self-insured risks | 10,872 | 12,530 | [1] |
Accrued pension liabilities | 76,740 | 102,960 | [1] |
Other noncurrent liabilities | 22,208 | 20,979 | [1] |
Total Noncurrent Liabilities | 278,562 | 265,132 | [1] |
Shareholdersb Investment: | ' | ' | |
Additional paid-in capital | 40,524 | 39,285 | [1] |
Retained earnings | 301,345 | 285,165 | [1] |
Accumulated other comprehensive loss | -174,830 | -179,210 | [1] |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | 222,138 | 199,805 | [1] |
Noncontrolling interests | 6,622 | 7,728 | [1] |
Total Shareholdersb Investment | 228,760 | 207,533 | [1] |
TOTAL LIABILITIES AND SHAREHOLDERSb INVESTMENT | 808,328 | 790,058 | [1] |
Common Class A | ' | ' | |
Shareholdersb Investment: | ' | ' | |
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,409 and 29,875 shares issued and outstanding at September 30, 2014 and December 2013, respectively. Class B common stock, $1.00 par value; 50,000 shares authorized; 24,690 shares issued and outstanding | 30,409 | 29,875 | [1] |
Common Class B | ' | ' | |
Shareholdersb Investment: | ' | ' | |
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,409 and 29,875 shares issued and outstanding at September 30, 2014 and December 2013, respectively. Class B common stock, $1.00 par value; 50,000 shares authorized; 24,690 shares issued and outstanding | $24,690 | $24,690 | [1] |
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, except Share data, unless otherwise specified | |||
Current Assets | ' | ' | |
Allowance for doubtful accounts | $9,794 | $10,234 | [1] |
Common Class A | ' | ' | |
Shareholdersb Investment: | ' | ' | |
Par or stated value per share (usd per share) | $1 | $1 | [1] |
Shares authorized (shares) | 50,000,000 | 50,000,000 | [1] |
Shares issued (shares) | 30,409,000 | 29,875,000 | [1] |
Shares outstanding (shares) | 30,409,000 | 29,875,000 | [1] |
Common Class B | ' | ' | |
Shareholdersb Investment: | ' | ' | |
Par or stated value per share (usd per share) | $1 | $1 | [1] |
Shares authorized (shares) | 50,000,000 | 50,000,000 | [1] |
Shares issued (shares) | 24,690,000 | 24,690,000 | [1] |
Shares outstanding (shares) | 24,690,000 | 24,690,000 | [1] |
[1] | derived from the audited Consolidated Balance Sheet. |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' | |
Net Income | $27,380 | $40,257 | |
Reconciliation of net income to net cash used in operating activities: | ' | ' | |
Depreciation and amortization | 28,102 | 24,977 | |
Stock-based compensation | 1,931 | 2,464 | |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | ' | ' | |
Accounts receivable, net | -28,566 | -40,189 | |
Unbilled revenues, net | -23,083 | -1,238 | |
Accrued or prepaid income taxes | 9,777 | 10,091 | |
Accounts payable and accrued liabilities | -36,470 | -31,735 | |
Deferred revenues | 1,831 | -358 | |
Accrued retirement costs | -20,334 | -17,057 | |
Prepaid expenses and other operating activities | -4,816 | 3,296 | |
Net cash used in operating activities | -44,248 | -9,492 | |
Cash Flows From Investing Activities: | ' | ' | |
Acquisitions of property and equipment | -9,207 | -8,300 | |
Proceeds from disposals of property and equipment | 1,289 | 0 | |
Capitalization of computer software costs | -12,204 | -11,790 | |
Cash surrendered in sale of business | -1,554 | 0 | |
Payments for business acquisitions, net of cash acquired | -3,324 | -2,515 | |
Net cash used in investing activities | -25,000 | -22,605 | |
Cash Flows From Financing Activities: | ' | ' | |
Cash dividends paid | -8,353 | -6,358 | |
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 | 1,268 | 1,712 | |
Repurchases of common stock | -3,157 | -1,913 | |
Increases in short-term and revolving credit facility borrowings | 118,777 | 79,160 | |
Payments on short-term and revolving credit facility borrowings | -67,295 | -57,200 | |
Payments on capital lease obligations | -661 | -607 | |
Other financing activities | -410 | -227 | |
Net cash provided by financing activities | 38,808 | 13,687 | |
Effects of exchange rate changes on cash and cash equivalents | -771 | -1,606 | |
Decrease in cash and cash equivalents | -31,211 | -20,016 | |
Cash and cash equivalents at beginning of year | 75,953 | [1] | 71,157 |
Cash and cash equivalents at end of period | $44,742 | $51,141 | |
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Shareholders' Investment (USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | $219,844 | $205,027 | $207,533 | [1] | $169,920 | $150,362 | $141,799 | $207,533 | [1] | $141,799 |
Net income (loss) | 10,200 | 10,594 | 6,586 | 13,708 | 16,868 | 9,681 | 27,380 | 40,257 | ||
Other comprehensive income (loss) | 627 | 6,452 | -2,872 | -6,043 | 759 | 1,191 | 4,207 | -4,093 | ||
Cash dividends paid | -3,362 | -2,502 | -2,489 | -2,490 | -1,943 | -1,925 | ' | ' | ||
Stock-based compensation | 1,188 | 1,192 | -449 | 632 | 1,244 | 588 | ' | ' | ||
Common stock activity, net | 488 | -919 | -2,502 | -551 | 442 | -972 | ' | ' | ||
Decrease in value of noncontrolling interest due to sale of controlling interest | ' | ' | -638 | ' | ' | ' | ' | ' | ||
Dividends paid to noncontrolling interests | -225 | ' | -142 | -216 | ' | ' | ' | ' | ||
Increase in value of noncontrolling interest due to the acquisition of a controlling interest | ' | ' | ' | ' | 2,188 | ' | ' | ' | ||
Ending Balance | 228,760 | 219,844 | 205,027 | 174,960 | 169,920 | 150,362 | 228,760 | 174,960 | ||
Shareholders' Investment Attributable to Shareholders of Crawford & Company | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | 213,023 | 198,504 | 199,805 | 162,261 | 144,862 | 136,199 | 199,805 | 136,199 | ||
Net income (loss) | 10,192 | 10,464 | 6,652 | 13,405 | 17,008 | 9,739 | ' | ' | ||
Other comprehensive income (loss) | 609 | 6,284 | -2,513 | -5,800 | 648 | 1,233 | ' | ' | ||
Cash dividends paid | -3,362 | -2,502 | -2,489 | -2,490 | -1,943 | -1,925 | ' | ' | ||
Stock-based compensation | 1,188 | 1,192 | -449 | 632 | 1,244 | 588 | ' | ' | ||
Common stock activity, net | 488 | -919 | -2,502 | -551 | 442 | -972 | ' | ' | ||
Ending Balance | 222,138 | 213,023 | 198,504 | 167,457 | 162,261 | 144,862 | 222,138 | 167,457 | ||
Additional Paid-In Capital | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | 38,720 | 37,365 | 39,285 | 36,839 | 35,006 | 35,550 | 39,285 | 35,550 | ||
Stock-based compensation | 1,188 | 1,192 | -449 | 632 | 1,244 | 588 | ' | ' | ||
Common stock activity, net | 616 | 163 | -1,471 | 387 | 589 | -1,132 | ' | ' | ||
Ending Balance | 40,524 | 38,720 | 37,365 | 37,858 | 36,839 | 35,006 | 40,524 | 37,858 | ||
Retained Earnings | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | 294,837 | 288,110 | 285,165 | 268,349 | 253,801 | 246,105 | 285,165 | 246,105 | ||
Net income (loss) | 10,192 | 10,464 | 6,652 | 13,405 | 17,008 | 9,739 | ' | ' | ||
Cash dividends paid | -3,362 | -2,502 | -2,489 | -2,490 | -1,943 | -1,925 | ' | ' | ||
Common stock activity, net | -322 | -1,235 | -1,218 | -954 | -517 | -118 | ' | ' | ||
Ending Balance | 301,345 | 294,837 | 288,110 | 278,310 | 268,349 | 253,801 | 301,345 | 278,310 | ||
Accumulated Other Comprehensive Loss | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | -175,439 | -181,723 | -179,210 | -197,600 | -198,248 | -199,481 | -179,210 | -199,481 | ||
Other comprehensive income (loss) | 609 | 6,284 | -2,513 | -5,800 | 648 | 1,233 | ' | ' | ||
Ending Balance | -174,830 | -175,439 | -181,723 | -203,400 | -197,600 | -198,248 | -174,830 | -203,400 | ||
Noncontrolling Interests | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | 6,821 | 6,523 | 7,728 | 7,659 | 5,500 | 5,600 | 7,728 | 5,600 | ||
Net income (loss) | 8 | 130 | -66 | 303 | -140 | -58 | ' | ' | ||
Other comprehensive income (loss) | 18 | 168 | -359 | -243 | 111 | -42 | ' | ' | ||
Decrease in value of noncontrolling interest due to sale of controlling interest | ' | ' | -638 | ' | ' | ' | ' | ' | ||
Dividends paid to noncontrolling interests | -225 | ' | -142 | -216 | ' | ' | ' | ' | ||
Increase in value of noncontrolling interest due to the acquisition of a controlling interest | ' | ' | ' | ' | 2,188 | ' | ' | ' | ||
Ending Balance | 6,622 | 6,821 | 6,523 | 7,503 | 7,659 | 5,500 | 6,622 | 7,503 | ||
Common Class A | Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | 30,215 | 30,062 | 29,875 | 29,983 | 29,613 | 29,335 | 29,875 | 29,335 | ||
Common stock activity, net | 194 | 153 | 187 | 16 | 370 | 278 | ' | ' | ||
Ending Balance | 30,409 | 30,215 | 30,062 | 29,999 | 29,983 | 29,613 | 30,409 | 29,999 | ||
Common Class B | Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Beginning Balance | 24,690 | 24,690 | 24,690 | 24,690 | 24,690 | 24,690 | 24,690 | 24,690 | ||
Common stock activity, net | 0 | 0 | 0 | 0 | 0 | 0 | ' | ' | ||
Ending Balance | $24,690 | $24,690 | $24,690 | $24,690 | $24,690 | $24,690 | $24,690 | $24,690 | ||
[1] | Derived from the audited Consolidated Balance Sheet |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”). Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Operating results for the three months and nine months ended, and our financial position as of, September 30, 2014 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2014 or for other future periods. The financial results of the Company's international subsidiaries, other than those in Canada, the Caribbean, and certain subsidiaries in the Philippines, are included in the accompanying unaudited condensed consolidated financial statements on a two-month delayed basis (fiscal year-end of October 31) as permitted by GAAP in order to provide sufficient time for accumulation of their results. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments (consisting only of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. There have been no material changes to our significant accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
Certain prior period amounts have been reclassified to conform to the current presentation. These reclassifications had no effect on our reported consolidated results. Significant intercompany transactions have been eliminated in consolidation. | |
The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2013 has been derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. | |
The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. At September 30, 2014 and December 31, 2013, the liabilities of the deferred compensation plan were $10,842,000 and $10,322,000, respectively, which represented obligations of the Company rather than of the rabbi trust, and the values of the assets held in the related rabbi trust were $15,420,000 and $15,140,000, respectively. These liabilities and assets are included in "Other noncurrent liabilities" and "Other noncurrent assets," respectively, on the Company's unaudited Condensed Consolidated Balance Sheets. | |
The Company owns 51% of the capital stock of Lloyd Warwick International Limited (“LWI”). The Company has agreed to provide financial support to LWI of up to approximately $10,000,000. Crawford provides more than half of the financial support for LWI, and LWI lacks sufficient equity at risk to permit LWI to carry on its activities without this additional financial support. Crawford is the primary beneficiary of LWI because of its controlling ownership interest and because Crawford has the obligation to absorb LWI's losses through the additional financial support that Crawford is obligated to provide, if necessary. As a result, LWI is considered a VIE of the Company. Creditors of LWI have no recourse to Crawford's assets. Total assets and liabilities of LWI as of September 30, 2014 were $4,900,000 and $7,162,000, respectively. Included in LWI's total liabilities is a loan from Crawford of $6,067,000. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
Acquisitions and Dispositions | ' |
Acquisitions and Dispositions | |
The Company sold its 74.9% ownership interest in Crawford South Africa in February 2014 to the noncontrolling interest holder at net book value. Net assets sold amounted to $2,542,000, including cash of $1,554,000. The sale was financed with a loan receivable due in two years. The Company had previously recognized a loss on the disposal of this entity of $474,000 in the fourth quarter of 2013. The results of Crawford South Africa were not material to the Company. The Company has an obligation to refer any work it receives within South Africa to the buyer and is entitled to a royalty equal to 2% of the buyer's future revenues in exchange for the continued use of the Crawford name, until either party gives 12 months notice to terminate the ongoing relationship. The buyer is not a related party of the Company. | |
On July 15, 2014, the Company acquired 100% of the capital stock of Buckley Scott Holdings Limited ("Buckley Scott"), a U.K.-based international construction and engineering adjusting firm, for $3,812,000. Net assets purchased totaled $1,437,000, including $488,000 cash acquired. A deferred tax liability of $338,000 was recognized on the acquired intangible assets. The agreement contains an earnout provision based on Buckley Scott achieving certain operating earnings measures during the two-year period following the completion of the acquisition, with an estimated fair value of $1,131,000. The opening balance sheet included in the Condensed Consolidated Balance Sheets is preliminary, as additional information on unbilled accounts receivable and accrued liabilities is expected to be finalized in the fourth quarter. In addition, the Company is in the process of obtaining final third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets, goodwill and deferred income tax assets are subject to change. The difference between the purchase price and the preliminary allocation to the net assets acquired represents customer relationship intangibles of $1,520,000, with a 15-year useful life, trade name intangibles of $169,000 with a 2-year useful life, and $2,155,000 of goodwill with an indefinite life, representing the estimated value of the assembled workforce and expected synergies with existing business. The acquisition should enable the Company to significantly expand its construction and engineering business in the U.K., the London Market, and internationally. The results for Buckley Scott have been included in the EMEA/AP segment since the acquisition date. |
Pending_Adoption_of_Recently_I
Pending Adoption of Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Pending Adoption of Recently Issued Accounting Standards | ' |
Pending Adoption of Recently Issued Accounting Standards | |
Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern | |
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASU") 2014-15, "Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern." Under ASU 2014-15, management of public companies will be required to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The standard is effective for the Company on January 1, 2017. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect this ASU will have an impact on its financial statements or disclosures upon adoption. | |
Revenue from Contracts with Customers | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." Under ASU 2014-09, companies will be required to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and modify guidance for multiple-element arrangements. The revenue standard will be introduced into the FASB’s Accounting Standards Codification as Topic 606 and will replace the previous guidance on revenue recognition in Topic 605. ASU 2014-09 is effective for the Company on January 1, 2017, with transition to the new standard following either a full retrospective approach or a modified retrospective approach (i.e., an approach that would allow the standard to be applied beginning with the current period, with no restatement of the comparative periods, but additional disclosures will be required). Early application is not permitted. The Company is currently evaluating the effect this standard may have on its results of operations, financial condition and cash flows. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative Instruments | ' |
Derivative Instruments | |
In February 2011, the Company entered into a U.S. dollar and Canadian dollar ("CAD") cross currency basis swap with an initial notional amount of CAD34,749,000 as an economic hedge to an intercompany note payable to the U.S. parent by a Canadian subsidiary. The cross currency basis swap requires the Canadian subsidiary to deliver quarterly payments of CAD589,000 to the counterparty and entitles the U.S. parent to receive quarterly payments of U.S. $593,000. The Canadian subsidiary also makes interest payments to the counterparty based on 3-month Canada Bankers Acceptances plus a spread, and the U.S. parent receives payments based on U.S. 3-month LIBOR. The cross currency basis swap expires on September 30, 2025. The Company has elected to not designate this swap as a hedge of the intercompany note from the Canadian subsidiary. Accordingly, changes in the fair value of this swap, as well as changes in the value of the intercompany note, are recorded as gains or losses in "Selling, general, and administrative expenses" in the Company’s unaudited Condensed Consolidated Statements of Income over the term of the swap and are expected to substantially offset one another. The changes in the fair value of the cross currency basis swap will not exactly offset changes in the value of the intercompany note, as the fair value of this swap is determined based on forward rates while the value of the intercompany note is determined based on end of period spot rates. The net gains and losses for the three months and nine months ended September 30, 2014 and 2013 were not significant. The Company believes there have been no material changes in the creditworthiness of the counterparty to this cross currency basis swap agreement and believes the risk of nonperformance by such party is minimal. | |
The Company’s swap agreement contains a provision providing that if the Company is in default under its Credit Facility, the Company may also be deemed to be in default under its swap agreement. If there were such a default, the Company could be required to contemporaneously settle some or all of the obligation under the swap agreement at values determined at the time of default. At September 30, 2014, no such default existed, and the Company had no assets posted as collateral under its swap agreement. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company’s consolidated effective income tax rate may change periodically due to changes in enacted tax rates, fluctuations in the mix of income earned from the Company’s various domestic and international operations, which are subject to income taxes at different rates, the Company’s ability to utilize net operating loss and tax credit carryforwards, and amounts related to uncertain income tax positions. At September 30, 2014, the Company estimates that its effective annual income tax rate for 2014 will be approximately 41% before considering any discrete items. |
Defined_Benefit_Pension_Plans
Defined Benefit Pension Plans | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | |||||||||||||||
Defined Benefit Pension Plans | ' | |||||||||||||||
Defined Benefit Pension Plans | ||||||||||||||||
Net periodic benefit cost related to all of the Company’s defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2014 and 2013 included the following components: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 694 | $ | 703 | $ | 2,098 | $ | 2,073 | ||||||||
Interest cost | 8,937 | 8,237 | 26,851 | 24,555 | ||||||||||||
Expected return on assets | (11,498 | ) | (10,659 | ) | (34,560 | ) | (31,685 | ) | ||||||||
Amortization of actuarial loss | 3,123 | 3,210 | 8,967 | 9,760 | ||||||||||||
Net periodic benefit cost | $ | 1,256 | $ | 1,491 | $ | 3,356 | $ | 4,703 | ||||||||
For the nine-month period ended September 30, 2014, the Company made contributions of $14,850,000 and $5,204,000, respectively, to its underfunded U.S. and U.K. defined benefit pension plans, compared with contributions of $15,350,000 and $4,759,000, respectively, in the comparable period in 2013. The Company is not required to make any additional contributions to its U.S. defined benefit pension plan or to the U.K. plans for the remainder of 2014; however, the Company expects to make additional contributions of approximately $1,700,000 to its U.K. plans during the remainder of 2014. |
Net_Income_Attributable_to_Sha
Net Income Attributable to Shareholders of Crawford & Company per Common Share | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||||
Net Income Attributable to Shareholders of Crawford & Company per Common Share | ' | |||||||||||||||||||||||||||
Net Income Attributable to Shareholders of Crawford & Company per Common Share | ||||||||||||||||||||||||||||
The Company computes earnings per share of its non-voting Class A Common Stock ("CRDA") and voting Class B Common Stock ("CRDB") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRDA shares than on the CRDB shares, subject to certain limitations. In periods when the dividend is the same for CRDA and CRDB or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRDA and CRDB. During the first three quarters of 2014 and 2013 the Board of Directors declared a higher dividend on CRDA than on CRDB. | ||||||||||||||||||||||||||||
The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | ||||||||||||||||||||
Earnings per share - basic: | ||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 3,766 | $ | 3,064 | $ | 5,990 | $ | 4,925 | $ | 10,425 | $ | 8,530 | $ | 18,492 | $ | 15,302 | ||||||||||||
Dividends paid | 2,128 | 1,234 | 1,502 | 988 | 5,144 | 3,209 | 3,889 | 2,469 | ||||||||||||||||||||
Net income available to common shareholders, basic | $ | 5,894 | $ | 4,298 | $ | 7,492 | $ | 5,913 | $ | 15,569 | $ | 11,739 | $ | 22,381 | $ | 17,771 | ||||||||||||
Denominator: | ||||||||||||||||||||||||||||
Weighted-average common shares outstanding, basic | 30,355 | 24,690 | 30,033 | 24,690 | 30,178 | 24,690 | 29,838 | 24,690 | ||||||||||||||||||||
Earnings per share - basic | $ | 0.19 | $ | 0.17 | $ | 0.25 | $ | 0.24 | $ | 0.52 | $ | 0.48 | $ | 0.75 | $ | 0.72 | ||||||||||||
The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | ||||||||||||||||||||
Earnings per share - diluted: | ||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 3,801 | $ | 3,029 | $ | 6,065 | $ | 4,850 | $ | 10,545 | $ | 8,410 | $ | 18,728 | $ | 15,066 | ||||||||||||
Dividends paid | 2,128 | 1,234 | 1,502 | 988 | 5,144 | 3,209 | 3,889 | 2,469 | ||||||||||||||||||||
Net income available to common shareholders, diluted | $ | 5,929 | $ | 4,263 | $ | 7,567 | $ | 5,838 | $ | 15,689 | $ | 11,619 | $ | 22,617 | $ | 17,535 | ||||||||||||
Denominator: | ||||||||||||||||||||||||||||
Weighted-average common shares outstanding, basic | 30,355 | 24,690 | 30,033 | 24,690 | 30,178 | 24,690 | 29,838 | 24,690 | ||||||||||||||||||||
Weighted-average effect of dilutive securities | 633 | — | 839 | — | 779 | — | 852 | — | ||||||||||||||||||||
30,988 | 24,690 | 30,872 | 24,690 | 30,957 | 24,690 | 30,690 | 24,690 | |||||||||||||||||||||
Earnings per share - diluted | $ | 0.19 | $ | 0.17 | $ | 0.25 | $ | 0.24 | $ | 0.51 | $ | 0.47 | $ | 0.74 | $ | 0.71 | ||||||||||||
Listed below are the shares excluded from the denominator in the above computation of diluted earnings per share for CRDA because their inclusion would have been antidilutive: | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period | — | 1,244 | — | 1,175 | ||||||||||||||||||||||||
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 September 30, 2014, the Company does not expect these performance measurements to be achieved by December 31, 2014. | |||||||||||||||||||||||||||
The following table details shares issued during the three months and nine months ended September 30, 2014 and September 30, 2013. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic earnings per share for CRDA in the table above. There were no shares of CRDB issued during any of these periods. | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
CRDA issued under non-employee director stock plan | 2 | 6 | 62 | 64 | ||||||||||||||||||||||||
CRDA issued under the Employee Stock Purchase Plan | 155 | 147 | 155 | 147 | ||||||||||||||||||||||||
CRDA issued under the U.K. ShareSave Scheme | 3 | 5 | 264 | 490 | ||||||||||||||||||||||||
CRDA issued under the International Employee Stock Purchase Plan | 12 | 11 | 12 | 11 | ||||||||||||||||||||||||
CRDA issued under Executive Stock Bonus Plan | 66 | 20 | 317 | 265 | ||||||||||||||||||||||||
CRDA issued upon stock option plan exercises | — | — | 106 | 12 | ||||||||||||||||||||||||
In May 2012, the Board of Directors authorized a share repurchase program (the "2012 Repurchase Authorization") under which the Company was authorized to repurchase up to 2,000,000 shares of its common stock (either CRDA or CRDB or both) through May 2015. Effective August 16, 2014, the 2012 Repurchase Authorization was replaced with a new authorization pursuant to which the Company has been authorized to repurchase up to 2,000,000 shares of CRDA or CRDB (or both) through July 2017 (the "2014 Repurchase Authorization"). Under the 2014 Repurchase Authorization, repurchases may be made in open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions. | ||||||||||||||||||||||||||||
During the three months and nine months ended September 30, 2014, the Company repurchased 44,254 and 382,192 shares of CRDA, respectively, at an average cost of $8.27 and $8.26 per share, respectively. During the three months and nine months ended September 30, 2013, the Company repurchased 172,752 and 325,372 shares of CRDA, respectively, at an average cost of $6.53 and $5.88 per share, respectively. The Company did not repurchase any shares of CRDB during any of these periods. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | |||||||||||||||||||||||
Accumulated Other Comprehensive Loss | ' | |||||||||||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||
Comprehensive income (loss) for the Company consists of the total of net income, foreign currency translation adjustments, and accrued pension and retiree medical liability adjustments. The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company’s unaudited condensed consolidated financial statements were as follows: | ||||||||||||||||||||||||
Three months ended September 30, 2014 | Nine months ended September 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 | $ | 3,815 | $ | (179,254 | ) | $ | (175,439 | ) | $ | 3,544 | $ | (182,754 | ) | $ | (179,210 | ) | ||||||||
Other comprehensive loss before reclassifications | (1,343 | ) | — | (1,343 | ) | (1,072 | ) | — | (1,072 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 1,952 | 1,952 | — | 5,452 | 5,452 | ||||||||||||||||||
Net current period other comprehensive (loss) income | (1,343 | ) | 1,952 | 609 | (1,072 | ) | 5,452 | 4,380 | ||||||||||||||||
Ending balance | $ | 2,472 | $ | (177,302 | ) | $ | (174,830 | ) | $ | 2,472 | $ | (177,302 | ) | $ | (174,830 | ) | ||||||||
Three months ended September 30, 2013 | Nine months ended September 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 | $ | 5,317 | $ | (202,917 | ) | $ | (197,600 | ) | $ | 7,778 | $ | (207,259 | ) | $ | (199,481 | ) | ||||||||
Other comprehensive loss before reclassifications | (8,049 | ) | — | (8,049 | ) | (10,510 | ) | — | (10,510 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 2,249 | 2,249 | — | 6,591 | 6,591 | ||||||||||||||||||
Net current period other comprehensive (loss) income | (8,049 | ) | 2,249 | (5,800 | ) | (10,510 | ) | 6,591 | (3,919 | ) | ||||||||||||||
Ending balance | $ | (2,732 | ) | $ | (200,668 | ) | $ | (203,400 | ) | $ | (2,732 | ) | $ | (200,668 | ) | $ | (203,400 | ) | ||||||
________________________________________________ | ||||||||||||||||||||||||
(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 6, "Defined Benefit Pension Plans" for additional details. | |||||||||||||||||||||||
The other comprehensive income (loss) amounts attributable to noncontrolling interests shown in the Company's unaudited Condensed Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: | ||||||||||||||||
Fair Value Measurements at September 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) | $ | 30 | $ | 30 | $ | — | $ | — | ||||||||
Derivative not designated as hedging instrument: | ||||||||||||||||
Cross currency basis swap (2) | 2,375 | — | 2,375 | — | ||||||||||||
Liabilities: | ||||||||||||||||
Contingent earnout liability (3) | 1,131 | 1,131 | ||||||||||||||
________________________________________________ | ||||||||||||||||
(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 foreign currency rates and 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. | |||||||||||||||
(3) | The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, with the maximum possible earnout of $2,216,000. As such, the fair value is not expected to vary materially from the balance recorded. The fair value of the contingent earnout liability is included in "Other noncurrent liabilities" on the Company’s unaudited Condensed Consolidated Balance Sheets, based upon the term of the contingent earnout agreement. | |||||||||||||||
Fair Value Disclosures | ||||||||||||||||
There were no transfers of assets between fair value levels during the three months or nine months ended September 30, 2014. The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter. | ||||||||||||||||
The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every 90 days; therefore, the carrying value approximates fair value. These assets and liabilities are measured within Level 2 of the hierarchy. | ||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||
During the nine months ended September 30, 2014, the Company reduced the fair value of a contingent consideration liability for a previous acquisition from $2,000,000 to zero. In addition, the Company impaired and expensed $1,271,000 of intangible assets from the same acquisition. Both amounts are included as a component of the Legal Settlement Administration segment operating earnings. In the unaudited Condensed Consolidated Statements of Income, the amounts are included as a component of "Selling, general, and administrative expenses." Management concluded that expectations about future results indicated the contingent consideration will not be paid and, accordingly, the value of the intangible assets was impaired. | ||||||||||||||||
The fair values of both items were estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these were Level 3 fair value measurements. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
Financial information for the three months and nine months ended September 30, 2014 and 2013 related to the Company’s reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below. | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Americas | $ | 92,181 | $ | 95,879 | $ | 273,673 | $ | 262,757 | ||||||||
Europe, Middle East, Africa and Asia-Pacific ("EMEA/AP") | 86,173 | 84,007 | 253,755 | 259,189 | ||||||||||||
Broadspire | 68,242 | 63,323 | 199,706 | 186,888 | ||||||||||||
Legal Settlement Administration | 47,235 | 50,129 | 130,262 | 169,732 | ||||||||||||
Total segment revenues before reimbursements | 293,831 | 293,338 | 857,396 | 878,566 | ||||||||||||
Reimbursements | 21,079 | 20,118 | 53,925 | 68,144 | ||||||||||||
Total revenues | $ | 314,910 | $ | 313,456 | $ | 911,321 | $ | 946,710 | ||||||||
Segment Operating Earnings: | ||||||||||||||||
Americas | $ | 7,036 | $ | 9,718 | $ | 22,112 | $ | 17,355 | ||||||||
EMEA/AP | 4,225 | 4,272 | 10,435 | 19,486 | ||||||||||||
Broadspire | 4,422 | 1,884 | 9,140 | 4,475 | ||||||||||||
Legal Settlement Administration | 7,668 | 10,171 | 18,335 | 38,714 | ||||||||||||
Total segment operating earnings | 23,351 | 26,045 | 60,022 | 80,030 | ||||||||||||
Deduct: | ||||||||||||||||
Unallocated corporate and shared costs and credits, net | (500 | ) | 275 | (2,190 | ) | (5,355 | ) | |||||||||
Net corporate interest expense | (1,680 | ) | (1,519 | ) | (4,532 | ) | (4,762 | ) | ||||||||
Stock option expense | (184 | ) | (279 | ) | (680 | ) | (652 | ) | ||||||||
Amortization of customer-relationship intangible assets | (1,543 | ) | (1,593 | ) | (4,746 | ) | (4,783 | ) | ||||||||
Income before income taxes | $ | 19,444 | $ | 22,929 | $ | 47,874 | $ | 64,478 | ||||||||
Intersegment transactions are not material for any period presented. | ||||||||||||||||
Operating earnings is the primary financial performance measure used by the Company’s senior management and chief operating decision maker ("CODM") to evaluate the financial performance of the Company’s four operating segments and make resource allocation decisions. The Company believes this measure is useful to others in that it allows them to evaluate segment operating performance using the same criteria used by the Company’s senior management and CODM. Operating earnings will differ from net income computed in accordance with GAAP since operating earnings represent segment earnings before certain unallocated corporate and shared costs and credits, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, income taxes, and net income or loss attributable to noncontrolling interests. | ||||||||||||||||
Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its four operating segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process. | ||||||||||||||||
Revenues by major service line in the U.S. and by area for other regions in the Americas segment and by major service line for the Broadspire segment are shown in the following table. It is not practicable to provide revenues by service line for the EMEA/AP segment. The Company considers all Legal Settlement Administration revenues to be derived from one service line. | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Americas | ||||||||||||||||
U.S. Claims Field Operations | $ | 23,843 | $ | 27,253 | $ | 75,798 | $ | 79,055 | ||||||||
U.S. Technical Services | 6,044 | 6,827 | 19,069 | 21,365 | ||||||||||||
U.S. Catastrophe Services | 12,301 | 13,932 | 30,098 | 31,031 | ||||||||||||
Subtotal U.S. Claims Services | 42,188 | 48,012 | 124,965 | 131,451 | ||||||||||||
U.S. Contractor Connection | 12,637 | 9,137 | 39,767 | 26,696 | ||||||||||||
Subtotal U.S. Property & Casualty | 54,825 | 57,149 | 164,732 | 158,147 | ||||||||||||
Canada--all service lines | 33,575 | 34,480 | 98,083 | 92,815 | ||||||||||||
Latin America/Caribbean--all service lines | 3,781 | 4,250 | 10,858 | 11,795 | ||||||||||||
Total Revenues before Reimbursements--Americas | $ | 92,181 | $ | 95,879 | $ | 273,673 | $ | 262,757 | ||||||||
Broadspire | ||||||||||||||||
Workers' Compensation and Liability Claims Management | $ | 28,109 | $ | 26,922 | $ | 84,113 | $ | 79,595 | ||||||||
Medical Management | 36,257 | 32,588 | 104,103 | 95,581 | ||||||||||||
Risk Management Information Services | 3,876 | 3,813 | 11,490 | 11,712 | ||||||||||||
Total Revenues before Reimbursements--Broadspire | $ | 68,242 | $ | 63,323 | $ | 199,706 | $ | 186,888 | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
As part of the Company’s credit facility, the Company maintains a letter of credit facility to satisfy certain of its own contractual requirements. At September 30, 2014, the aggregate committed amount of letters of credit outstanding under the credit facility was $17,511,000. | |
In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may in the future bring, actions for indemnification on the basis of alleged negligence by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and foreseeable risks. | |
The Company is subject to numerous federal, state, and foreign employment laws, and from time to time the Company faces claims by its employees and former employees under such laws. Such claims or litigation involving the Company or any of the Company’s current or former employees could divert management’s time and attention from the Company’s business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company’s results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for items that are probable and reasonably estimable. |
Special_Charges_and_Other_Inco
Special Charges and Other Income | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||||||
Special Charges and Other Income | ' | |||||||||||||||||||
Special Charges and Other Income | ||||||||||||||||||||
Special Charges | ||||||||||||||||||||
There were no special charges during the three months or nine months ended September 30, 2014 or 2013. | ||||||||||||||||||||
As of September 30, 2014, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to special charges recorded in 2012. The rollforwards of these costs to September 30, 2014 follow: | ||||||||||||||||||||
Three months ended September 30, 2014 | ||||||||||||||||||||
(in thousands) | Deferred rent | Accrued compensation and related costs | Other accrued liabilities | Other noncurrent liabilities | Total | |||||||||||||||
Beginning balance, June 30, 2014 | $ | 1,942 | $ | 255 | $ | 120 | $ | 432 | $ | 2,749 | ||||||||||
Adjustments to accruals | (253 | ) | — | (30 | ) | — | (283 | ) | ||||||||||||
Cash payments | — | (79 | ) | (90 | ) | (68 | ) | (237 | ) | |||||||||||
Ending balance, September 30, 2014 | $ | 1,689 | $ | 176 | $ | — | $ | 364 | $ | 2,229 | ||||||||||
Nine months ended September 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 | (975 | ) | — | (30 | ) | — | (1,005 | ) | ||||||||||||
Cash payments | — | (322 | ) | (273 | ) | (220 | ) | (815 | ) | |||||||||||
Ending balance, September 30, 2014 | $ | 1,689 | $ | 176 | $ | — | $ | 364 | $ | 2,229 | ||||||||||
Other Income | ||||||||||||||||||||
Other income consists of dividend income from our unconsolidated subsidiaries and miscellaneous other income. Included in "Other income" for the nine months ended September 30, 2013 was a $2,286,000 gain from the sale of the rights to a customer contract in Latin America. During the first nine months of 2014 there was a $418,000 gain under the contingent consideration provisions of the same sale agreement. These amounts were included in the Americas segment operating earnings. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Consolidation, variable interest entity, policy | ' |
The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and considered a variable interest entity ("VIE") of the Company. The rabbi trust was created to fund the liabilities of the Company's deferred compensation plan. The Company is considered the primary beneficiary of the rabbi trust because the Company directs the activities of the trust and can use the assets of the trust to satisfy the liabilities of the Company's deferred compensation plan. | |
Earnings per share, policy | ' |
The Company computes earnings per share of its non-voting Class A Common Stock ("CRDA") and voting Class B Common Stock ("CRDB") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRDA shares than on the CRDB shares, subject to certain limitations. In periods when the dividend is the same for CRDA and CRDB or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRDA and CRDB. During the first three quarters of 2014 and 2013 the Board of Directors declared a higher dividend on CRDA than on CRDB. |
Defined_Benefit_Pension_Plans_
Defined Benefit Pension Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | |||||||||||||||
Schedule of defined benefit plans disclosures | ' | |||||||||||||||
Net periodic benefit cost related to all of the Company’s defined benefit pension plans recognized in the Company's unaudited Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2014 and 2013 included the following components: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 694 | $ | 703 | $ | 2,098 | $ | 2,073 | ||||||||
Interest cost | 8,937 | 8,237 | 26,851 | 24,555 | ||||||||||||
Expected return on assets | (11,498 | ) | (10,659 | ) | (34,560 | ) | (31,685 | ) | ||||||||
Amortization of actuarial loss | 3,123 | 3,210 | 8,967 | 9,760 | ||||||||||||
Net periodic benefit cost | $ | 1,256 | $ | 1,491 | $ | 3,356 | $ | 4,703 | ||||||||
Net_Income_Attributable_to_Sha1
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||||
Schedule of earnings per share, basic | ' | |||||||||||||||||||||||||||
The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows: | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | ||||||||||||||||||||
Earnings per share - basic: | ||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 3,766 | $ | 3,064 | $ | 5,990 | $ | 4,925 | $ | 10,425 | $ | 8,530 | $ | 18,492 | $ | 15,302 | ||||||||||||
Dividends paid | 2,128 | 1,234 | 1,502 | 988 | 5,144 | 3,209 | 3,889 | 2,469 | ||||||||||||||||||||
Net income available to common shareholders, basic | $ | 5,894 | $ | 4,298 | $ | 7,492 | $ | 5,913 | $ | 15,569 | $ | 11,739 | $ | 22,381 | $ | 17,771 | ||||||||||||
Denominator: | ||||||||||||||||||||||||||||
Weighted-average common shares outstanding, basic | 30,355 | 24,690 | 30,033 | 24,690 | 30,178 | 24,690 | 29,838 | 24,690 | ||||||||||||||||||||
Earnings per share - basic | $ | 0.19 | $ | 0.17 | $ | 0.25 | $ | 0.24 | $ | 0.52 | $ | 0.48 | $ | 0.75 | $ | 0.72 | ||||||||||||
Schedule of earnings per share, diluted | ' | |||||||||||||||||||||||||||
The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | CRDA | CRDB | ||||||||||||||||||||
Earnings per share - diluted: | ||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||
Allocation of undistributed earnings | $ | 3,801 | $ | 3,029 | $ | 6,065 | $ | 4,850 | $ | 10,545 | $ | 8,410 | $ | 18,728 | $ | 15,066 | ||||||||||||
Dividends paid | 2,128 | 1,234 | 1,502 | 988 | 5,144 | 3,209 | 3,889 | 2,469 | ||||||||||||||||||||
Net income available to common shareholders, diluted | $ | 5,929 | $ | 4,263 | $ | 7,567 | $ | 5,838 | $ | 15,689 | $ | 11,619 | $ | 22,617 | $ | 17,535 | ||||||||||||
Denominator: | ||||||||||||||||||||||||||||
Weighted-average common shares outstanding, basic | 30,355 | 24,690 | 30,033 | 24,690 | 30,178 | 24,690 | 29,838 | 24,690 | ||||||||||||||||||||
Weighted-average effect of dilutive securities | 633 | — | 839 | — | 779 | — | 852 | — | ||||||||||||||||||||
30,988 | 24,690 | 30,872 | 24,690 | 30,957 | 24,690 | 30,690 | 24,690 | |||||||||||||||||||||
Earnings per share - diluted | $ | 0.19 | $ | 0.17 | $ | 0.25 | $ | 0.24 | $ | 0.51 | $ | 0.47 | $ | 0.74 | $ | 0.71 | ||||||||||||
Schedule of antidilutive securities excluded from computation of earnings per share | ' | |||||||||||||||||||||||||||
Listed below are the shares excluded from the denominator in the above computation of diluted earnings per share for CRDA because their inclusion would have been antidilutive: | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period | — | 1,244 | — | 1,175 | ||||||||||||||||||||||||
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 September 30, 2014, the Company does not expect these performance measurements to be achieved by December 31, 2014. | |||||||||||||||||||||||||||
Schedule of shares issued under stock plans used in weighted average calc | ' | |||||||||||||||||||||||||||
The following table details shares issued during the three months and nine months ended September 30, 2014 and September 30, 2013. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic earnings per share for CRDA in the table above. There were no shares of CRDB issued during any of these periods. | ||||||||||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||
CRDA issued under non-employee director stock plan | 2 | 6 | 62 | 64 | ||||||||||||||||||||||||
CRDA issued under the Employee Stock Purchase Plan | 155 | 147 | 155 | 147 | ||||||||||||||||||||||||
CRDA issued under the U.K. ShareSave Scheme | 3 | 5 | 264 | 490 | ||||||||||||||||||||||||
CRDA issued under the International Employee Stock Purchase Plan | 12 | 11 | 12 | 11 | ||||||||||||||||||||||||
CRDA issued under Executive Stock Bonus Plan | 66 | 20 | 317 | 265 | ||||||||||||||||||||||||
CRDA issued upon stock option plan exercises | — | — | 106 | 12 | ||||||||||||||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | |||||||||||||||||||||||
Schedule of accumulated other comprehensive income (loss) | ' | |||||||||||||||||||||||
The changes in components of "Accumulated other comprehensive loss" ("AOCL"), net of taxes and noncontrolling interests, included in the Company’s unaudited condensed consolidated financial statements were as follows: | ||||||||||||||||||||||||
Three months ended September 30, 2014 | Nine months ended September 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 | $ | 3,815 | $ | (179,254 | ) | $ | (175,439 | ) | $ | 3,544 | $ | (182,754 | ) | $ | (179,210 | ) | ||||||||
Other comprehensive loss before reclassifications | (1,343 | ) | — | (1,343 | ) | (1,072 | ) | — | (1,072 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 1,952 | 1,952 | — | 5,452 | 5,452 | ||||||||||||||||||
Net current period other comprehensive (loss) income | (1,343 | ) | 1,952 | 609 | (1,072 | ) | 5,452 | 4,380 | ||||||||||||||||
Ending balance | $ | 2,472 | $ | (177,302 | ) | $ | (174,830 | ) | $ | 2,472 | $ | (177,302 | ) | $ | (174,830 | ) | ||||||||
Three months ended September 30, 2013 | Nine months ended September 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 | $ | 5,317 | $ | (202,917 | ) | $ | (197,600 | ) | $ | 7,778 | $ | (207,259 | ) | $ | (199,481 | ) | ||||||||
Other comprehensive loss before reclassifications | (8,049 | ) | — | (8,049 | ) | (10,510 | ) | — | (10,510 | ) | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 2,249 | 2,249 | — | 6,591 | 6,591 | ||||||||||||||||||
Net current period other comprehensive (loss) income | (8,049 | ) | 2,249 | (5,800 | ) | (10,510 | ) | 6,591 | (3,919 | ) | ||||||||||||||
Ending balance | $ | (2,732 | ) | $ | (200,668 | ) | $ | (203,400 | ) | $ | (2,732 | ) | $ | (200,668 | ) | $ | (203,400 | ) | ||||||
________________________________________________ | ||||||||||||||||||||||||
(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 6, "Defined Benefit Pension Plans" for additional details. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of fair value, assets and liabilities measured on recurring basis | ' | |||||||||||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: | ||||||||||||||||
Fair Value Measurements at September 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) | $ | 30 | $ | 30 | $ | — | $ | — | ||||||||
Derivative not designated as hedging instrument: | ||||||||||||||||
Cross currency basis swap (2) | 2,375 | — | 2,375 | — | ||||||||||||
Liabilities: | ||||||||||||||||
Contingent earnout liability (3) | 1,131 | 1,131 | ||||||||||||||
________________________________________________ | ||||||||||||||||
(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 foreign currency rates and 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. | |||||||||||||||
(3) | The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, with the maximum possible earnout of $2,216,000. As such, the fair value is not expected to vary materially from the balance recorded. The fair value of the contingent earnout liability is included in "Other noncurrent liabilities" on the Company’s unaudited Condensed Consolidated Balance Sheets, based upon the term of the contingent earnout agreement. |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Reconciliation of operating profit from segments to consolidated | ' | |||||||||||||||
Financial information for the three months and nine months ended September 30, 2014 and 2013 related to the Company’s reportable segments, including a reconciliation from segment operating earnings to income before income taxes, the most directly comparable GAAP financial measure, is presented below. | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Americas | $ | 92,181 | $ | 95,879 | $ | 273,673 | $ | 262,757 | ||||||||
Europe, Middle East, Africa and Asia-Pacific ("EMEA/AP") | 86,173 | 84,007 | 253,755 | 259,189 | ||||||||||||
Broadspire | 68,242 | 63,323 | 199,706 | 186,888 | ||||||||||||
Legal Settlement Administration | 47,235 | 50,129 | 130,262 | 169,732 | ||||||||||||
Total segment revenues before reimbursements | 293,831 | 293,338 | 857,396 | 878,566 | ||||||||||||
Reimbursements | 21,079 | 20,118 | 53,925 | 68,144 | ||||||||||||
Total revenues | $ | 314,910 | $ | 313,456 | $ | 911,321 | $ | 946,710 | ||||||||
Segment Operating Earnings: | ||||||||||||||||
Americas | $ | 7,036 | $ | 9,718 | $ | 22,112 | $ | 17,355 | ||||||||
EMEA/AP | 4,225 | 4,272 | 10,435 | 19,486 | ||||||||||||
Broadspire | 4,422 | 1,884 | 9,140 | 4,475 | ||||||||||||
Legal Settlement Administration | 7,668 | 10,171 | 18,335 | 38,714 | ||||||||||||
Total segment operating earnings | 23,351 | 26,045 | 60,022 | 80,030 | ||||||||||||
Deduct: | ||||||||||||||||
Unallocated corporate and shared costs and credits, net | (500 | ) | 275 | (2,190 | ) | (5,355 | ) | |||||||||
Net corporate interest expense | (1,680 | ) | (1,519 | ) | (4,532 | ) | (4,762 | ) | ||||||||
Stock option expense | (184 | ) | (279 | ) | (680 | ) | (652 | ) | ||||||||
Amortization of customer-relationship intangible assets | (1,543 | ) | (1,593 | ) | (4,746 | ) | (4,783 | ) | ||||||||
Income before income taxes | $ | 19,444 | $ | 22,929 | $ | 47,874 | $ | 64,478 | ||||||||
Schedule of revenues by major service line | ' | |||||||||||||||
Revenues by major service line in the U.S. and by area for other regions in the Americas segment and by major service line for the Broadspire segment are shown in the following table. It is not practicable to provide revenues by service line for the EMEA/AP segment. The Company considers all Legal Settlement Administration revenues to be derived from one service line. | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(in thousands) | September 30, | September 30, | September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Americas | ||||||||||||||||
U.S. Claims Field Operations | $ | 23,843 | $ | 27,253 | $ | 75,798 | $ | 79,055 | ||||||||
U.S. Technical Services | 6,044 | 6,827 | 19,069 | 21,365 | ||||||||||||
U.S. Catastrophe Services | 12,301 | 13,932 | 30,098 | 31,031 | ||||||||||||
Subtotal U.S. Claims Services | 42,188 | 48,012 | 124,965 | 131,451 | ||||||||||||
U.S. Contractor Connection | 12,637 | 9,137 | 39,767 | 26,696 | ||||||||||||
Subtotal U.S. Property & Casualty | 54,825 | 57,149 | 164,732 | 158,147 | ||||||||||||
Canada--all service lines | 33,575 | 34,480 | 98,083 | 92,815 | ||||||||||||
Latin America/Caribbean--all service lines | 3,781 | 4,250 | 10,858 | 11,795 | ||||||||||||
Total Revenues before Reimbursements--Americas | $ | 92,181 | $ | 95,879 | $ | 273,673 | $ | 262,757 | ||||||||
Broadspire | ||||||||||||||||
Workers' Compensation and Liability Claims Management | $ | 28,109 | $ | 26,922 | $ | 84,113 | $ | 79,595 | ||||||||
Medical Management | 36,257 | 32,588 | 104,103 | 95,581 | ||||||||||||
Risk Management Information Services | 3,876 | 3,813 | 11,490 | 11,712 | ||||||||||||
Total Revenues before Reimbursements--Broadspire | $ | 68,242 | $ | 63,323 | $ | 199,706 | $ | 186,888 | ||||||||
Special_Charges_and_Other_Inco1
Special Charges and Other Income (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||||||
Rollforward of accrued liabilities | ' | |||||||||||||||||||
The rollforwards of these costs to September 30, 2014 follow: | ||||||||||||||||||||
Three months ended September 30, 2014 | ||||||||||||||||||||
(in thousands) | Deferred rent | Accrued compensation and related costs | Other accrued liabilities | Other noncurrent liabilities | Total | |||||||||||||||
Beginning balance, June 30, 2014 | $ | 1,942 | $ | 255 | $ | 120 | $ | 432 | $ | 2,749 | ||||||||||
Adjustments to accruals | (253 | ) | — | (30 | ) | — | (283 | ) | ||||||||||||
Cash payments | — | (79 | ) | (90 | ) | (68 | ) | (237 | ) | |||||||||||
Ending balance, September 30, 2014 | $ | 1,689 | $ | 176 | $ | — | $ | 364 | $ | 2,229 | ||||||||||
Nine months ended September 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 | (975 | ) | — | (30 | ) | — | (1,005 | ) | ||||||||||||
Cash payments | — | (322 | ) | (273 | ) | (220 | ) | (815 | ) | |||||||||||
Ending balance, September 30, 2014 | $ | 1,689 | $ | 176 | $ | — | $ | 364 | $ | 2,229 | ||||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (Primary beneficiary, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Primary beneficiary | ' | ' |
Variable Interest Entity | ' | ' |
Liabilities of the deferred compensation plan | $10,842 | $10,322 |
Assets held in the related rabbi trust | $15,420 | $15,140 |
Basis_of_Presentation_Acquisit
Basis of Presentation (Acquisitions and Dispositions) (Details) (Lloyd Warwick International, USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Lloyd Warwick International | ' |
Business Acquisition [Line Items] | ' |
Ownership percentage (percent) | 51.00% |
Maximum loss exposure | $10,000,000 |
Asset carrying amount | 4,900,000 |
Liability carrying amount | 7,162,000 |
Financial or other support | $6,067,000 |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Details) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Feb. 28, 2014 | Dec. 31, 2013 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | |
Crawford South Africa | Crawford South Africa | Buckley Scott | Buckley Scott | Customer relationships | Trade names | |||||
Buckley Scott | Buckley Scott | |||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Sale of stock, percentage of ownership before transaction | ' | ' | ' | 74.90% | ' | ' | ' | ' | ' | |
Net assets sold | ' | ' | ' | $2,542 | ' | ' | ' | ' | ' | |
Cash divested from deconsolidation | 1,554 | 0 | ' | 1,554 | ' | ' | ' | ' | ' | |
Loan receivable, term of agreement | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | |
Loss on disposition of business | ' | ' | ' | ' | 474 | ' | ' | ' | ' | |
Royalty percentage from future revenues | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | |
Business acquisition, percentage of voting interests acquired | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | |
Payments to acquire businesses, gross | ' | ' | ' | ' | ' | 3,812 | ' | ' | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, net | ' | ' | ' | ' | ' | ' | 1,437 | ' | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents | ' | ' | ' | ' | ' | ' | 488 | ' | ' | |
Business combination, recognized identifiable assets acquired and liabilities assumed, deferred tax liabilities noncurrent | ' | ' | ' | ' | ' | ' | 338 | ' | ' | |
Business combination, contingent consideration arrangements, description | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | |
Business combination, contingent consideration, liability | ' | ' | ' | ' | ' | ' | 1,131 | ' | ' | |
Finite-lived intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | 1,520 | 169 | |
Finite-lived intangible asset, useful life | ' | ' | ' | ' | ' | ' | ' | '15 years | '2 years | |
Goodwill | $134,122 | ' | $132,777 | [1] | ' | ' | ' | $2,155 | ' | ' |
[1] | Derived from the audited Consolidated Balance Sheet |
Derivative_Instruments_Details
Derivative Instruments (Details) (Not designated as hedging instrument, Currency swap) | 1 Months Ended | |
Feb. 28, 2011 | Feb. 28, 2011 | |
USD ($) | CAD | |
Derivative [Line Items] | ' | ' |
Notional amount of derivative | ' | 34,749,000 |
Periodic payment on derivative instrument | ' | 589,000 |
Periodic receivable on derivative instrument | $593,000 | ' |
Income_Taxes_Details
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Effective annual income tax rate (percent) | 41.00% |
Defined_Benefit_Pension_Plans_1
Defined Benefit Pension Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | ' | ' | ' |
Service cost | $694 | $703 | $2,098 | $2,073 |
Interest cost | 8,937 | 8,237 | 26,851 | 24,555 |
Expected return on assets | -11,498 | -10,659 | -34,560 | -31,685 |
Amortization of actuarial loss | 3,123 | 3,210 | 8,967 | 9,760 |
Net periodic benefit cost | $1,256 | $1,491 | $3,356 | $4,703 |
Defined_Benefit_Pension_Plans_2
Defined Benefit Pension Plans (Narrative) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
U.S. pension plans | ' | ' |
Defined Benefit Plan Disclosure | ' | ' |
Contributions by employer | $14,850 | $15,350 |
U.K. pension plans | ' | ' |
Defined Benefit Plan Disclosure | ' | ' |
Contributions by employer | 5,204 | 4,759 |
Defined benefit plan, estimated future employer contributions | $1,700 | ' |
Net_Income_Attributable_to_Sha2
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Schedule of Earnings Per Share, Basic) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Common Class A | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' |
Allocation of undistributed earnings | $3,766 | $5,990 | $10,425 | $18,492 |
Dividends paid | 2,128 | 1,502 | 5,144 | 3,889 |
Net income available to common shareholders, basic | 5,894 | 7,492 | 15,569 | 22,381 |
Denominator | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (shares) | 30,355 | 30,033 | 30,178 | 29,838 |
Earnings per share - basic (usd per share) | $0.19 | $0.25 | $0.52 | $0.75 |
Common Class B | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' |
Allocation of undistributed earnings | 3,064 | 4,925 | 8,530 | 15,302 |
Dividends paid | 1,234 | 988 | 3,209 | 2,469 |
Net income available to common shareholders, basic | $4,298 | $5,913 | $11,739 | $17,771 |
Denominator | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (shares) | 24,690 | 24,690 | 24,690 | 24,690 |
Earnings per share - basic (usd per share) | $0.17 | $0.24 | $0.48 | $0.72 |
Net_Income_Attributable_to_Sha3
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Schedule of Earnings Per Share, Diluted) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Common Class A | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' |
Allocation of undistributed earnings | $3,801 | $6,065 | $10,545 | $18,728 |
Dividends paid | 2,128 | 1,502 | 5,144 | 3,889 |
Net income available to common shareholders, diluted | 5,929 | 7,567 | 15,689 | 22,617 |
Denominator | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (shares) | 30,355 | 30,033 | 30,178 | 29,838 |
Weighted-average number of dilutive securities (shares) | 633 | 839 | 779 | 852 |
Weighted-average number of shares outstanding, diluted (shares) | 30,988 | 30,872 | 30,957 | 30,690 |
Earnings per share - diluted (usd per share) | $0.19 | $0.25 | $0.51 | $0.74 |
Common Class B | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' |
Allocation of undistributed earnings | 3,029 | 4,850 | 8,410 | 15,066 |
Dividends paid | 1,234 | 988 | 3,209 | 2,469 |
Net income available to common shareholders, diluted | $4,263 | $5,838 | $11,619 | $17,535 |
Denominator | ' | ' | ' | ' |
Weighted-average common shares outstanding, basic (shares) | 24,690 | 24,690 | 24,690 | 24,690 |
Weighted-average number of dilutive securities (shares) | 0 | 0 | 0 | 0 |
Weighted-average number of shares outstanding, diluted (shares) | 24,690 | 24,690 | 24,690 | 24,690 |
Earnings per share - diluted (usd per share) | $0.17 | $0.24 | $0.47 | $0.71 |
Net_Income_Attributable_to_Sha4
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Antidilutive Securities) (Details) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period | ' | ' | ' | ' | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' | ' | ' | ||||
Shares excluded from diluted earnings per share (shares) | 0 | 1,244 | 0 | 1,175 | ||||
Performance stock grants excluded because performance conditions had not been met | ' | ' | ' | ' | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' | ' | ' | ||||
Shares excluded from diluted earnings per share (shares) | 2,267 | [1] | 2,084 | [1] | 2,267 | [1] | 2,084 | [1] |
[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 September 30, 2014, the Company does not expect these performance measurements to be achieved by DecemberB 31, 2014. |
Net_Income_Attributable_to_Sha5
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Weighted Average Shares Issued) (Details) (Common Class A) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
CRDA issued under non-employee director stock plan | ' | ' | ' | ' |
Share-based Compensation Arrangement [Line Items] | ' | ' | ' | ' |
Stock issued during period (shares) | 2 | 6 | 62 | 64 |
CRDA issued under the Employee Stock Purchase Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement [Line Items] | ' | ' | ' | ' |
Stock issued during period (shares) | 155 | 147 | 155 | 147 |
CRDA issued under the U.K. ShareSave Scheme | ' | ' | ' | ' |
Share-based Compensation Arrangement [Line Items] | ' | ' | ' | ' |
Stock issued during period (shares) | 3 | 5 | 264 | 490 |
CRDA issued under the International Employee Stock Purchase Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement [Line Items] | ' | ' | ' | ' |
Stock issued during period (shares) | 12 | 11 | 12 | 11 |
CRDA issued under Executive Stock Bonus Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement [Line Items] | ' | ' | ' | ' |
Stock issued during period (shares) | 66 | 20 | 317 | 265 |
CRDA issued upon stock option plan exercises | ' | ' | ' | ' |
Share-based Compensation Arrangement [Line Items] | ' | ' | ' | ' |
Stock issued during period (shares) | 0 | 0 | 106 | 12 |
Net_Income_Attributable_to_Sha6
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 31-May-12 | Aug. 16, 2014 | |
Common Class A | Common Class A | Common Class A | Common Class A | Repurchase Authorization 2012 | Repurchase Authorization 2014 | |
Common Stock | Common Stock | |||||
Equity, Class of Treasury Stock | ' | ' | ' | ' | ' | ' |
Number of shares authorized to be repurchased (shares) | ' | ' | ' | ' | 2,000,000 | 2,000,000 |
Shares repurchased (shares) | 44,254 | 172,752 | 382,192 | 325,372 | ' | ' |
Average cost (usd per share) | $8.27 | $6.53 | $8.26 | $5.88 | ' | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Rollforward of Accumulated Other comprehensive Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Changes in Accumulated Other Comprehensive Income Loss [Roll Forward] | ' | ' | ' | ' | ||||
Beginning balance | ($175,439) | ($197,600) | ($179,210) | [1] | ($199,481) | |||
Other comprehensive loss before reclassifications | -1,343 | -8,049 | -1,072 | -10,510 | ||||
Amounts reclassified from accumulated other comprehensive income | 1,952 | 2,249 | 5,452 | 6,591 | ||||
Net current period other comprehensive (loss) income | 609 | -5,800 | 4,380 | -3,919 | ||||
Ending balance | -174,830 | -203,400 | -174,830 | -203,400 | ||||
Foreign currency translation adjustments | ' | ' | ' | ' | ||||
Changes in Accumulated Other Comprehensive Income Loss [Roll Forward] | ' | ' | ' | ' | ||||
Beginning balance | 3,815 | 5,317 | 3,544 | 7,778 | ||||
Other comprehensive loss before reclassifications | -1,343 | -8,049 | -1,072 | -10,510 | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | ||||
Net current period other comprehensive (loss) income | -1,343 | -8,049 | -1,072 | -10,510 | ||||
Ending balance | 2,472 | -2,732 | 2,472 | -2,732 | ||||
Retirement liabilities | ' | ' | ' | ' | ||||
Changes in Accumulated Other Comprehensive Income Loss [Roll Forward] | ' | ' | ' | ' | ||||
Beginning balance | -179,254 | [2] | -202,917 | [2] | -182,754 | [2] | -207,259 | [2] |
Other comprehensive loss before reclassifications | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] |
Amounts reclassified from accumulated other comprehensive income | 1,952 | [2] | 2,249 | [2] | 5,452 | [2] | 6,591 | [2] |
Net current period other comprehensive (loss) income | 1,952 | [2] | 2,249 | [2] | 5,452 | [2] | 6,591 | [2] |
Ending balance | ($177,302) | [2] | ($200,668) | [2] | ($177,302) | [2] | ($200,668) | [2] |
[1] | Derived from the audited Consolidated Balance Sheet | |||||||
[2] | 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 6, "Defined Benefit Pension Plans" for additional details. |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 9 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jul. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | ||||||
Legal Settlement Administration | Legal Settlement Administration | Buckley Scott | Buckley Scott | Cash and cash equivalents | Cash and cash equivalents | Other noncurrent assets | Other noncurrent assets | Other noncurrent liabilities | Other noncurrent liabilities | ||||||||
Measured on a recurring basis | Level 1 | Measured on a recurring basis | Level 2 | Measured on a recurring basis | Level 3 | ||||||||||||
Measured on a recurring basis | Currency swap | Measured on a recurring basis | Measured on a recurring basis | ||||||||||||||
Currency swap | |||||||||||||||||
Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Money market funds | ' | ' | ' | ' | ' | $30 | [1] | $30 | [1] | ' | ' | ' | ' | ||||
Derivative instruments not designated as hedging instruments, cross currency basis swap | ' | ' | ' | ' | ' | ' | ' | 2,375 | [2] | 2,375 | [2] | ' | ' | ||||
Liabilities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Contingent earnout liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,131 | [3] | 1,131 | [3] | ||||
Maximum contingent consideration liability | ' | ' | ' | 2,216 | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, variable interest rate duration between resets | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Fair value of earnout liability | ' | 0 | 2,000 | ' | 1,131 | ' | ' | ' | ' | ' | ' | ||||||
Intangible asset impairment | ' | $1,271 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[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 Companybs 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 foreign currency rates and interest rates adjusted for the counterpartybs credit risk. The fair value of the cross currency basis swap is included in "Other noncurrent assets" on the Companybs unaudited Condensed Consolidated Balance Sheets, based upon the term of the cross currency basis swap. | ||||||||||||||||
[3] | The fair value of the contingent earnout liability for the Buckley Scott acquisition was estimated using an internally-prepared probability-weighted discounted cash flow analysis. The fair value analysis relied upon both Level 2 data (publicly observable data such as market interest rates and capital structures of peer companies) and Level 3 data (internal data such as the Company's operating projections). As such, these are Level 3 fair value measurements. The valuation is sensitive to Level 3 data, with the maximum possible earnout of $2,216,000. As such, the fair value is not expected to vary materially from the balance recorded. The fair value of the contingent earnout liability is included in "Other noncurrent liabilities" on the Companybs unaudited Condensed Consolidated Balance Sheets, based upon the term of the contingent earnout agreement. |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
segments | ||||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ' | ' | ' | ' |
Revenues before reimbursements | $293,831 | $293,338 | $857,396 | $878,566 |
Reimbursements | 21,079 | 20,118 | 53,925 | 68,144 |
Total Revenues | 314,910 | 313,456 | 911,321 | 946,710 |
Segment operating earnings | 23,351 | 26,045 | 60,022 | 80,030 |
Unallocated corporate and shared costs and credits, net | -500 | 275 | -2,190 | -5,355 |
Net corporate interest expense | -1,680 | -1,519 | -4,532 | -4,762 |
Stock option expense | -184 | -279 | -680 | -652 |
Income before income taxes | 19,444 | 22,929 | 47,874 | 64,478 |
Number of operating segments (segments) | ' | ' | 4 | ' |
Americas | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ' | ' | ' | ' |
Revenues before reimbursements | 92,181 | 95,879 | 273,673 | 262,757 |
Segment operating earnings | 7,036 | 9,718 | 22,112 | 17,355 |
Europe, Middle East, Africa and Asia-Pacific (EMEA/AP) | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ' | ' | ' | ' |
Revenues before reimbursements | 86,173 | 84,007 | 253,755 | 259,189 |
Segment operating earnings | 4,225 | 4,272 | 10,435 | 19,486 |
Broadspire | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ' | ' | ' | ' |
Revenues before reimbursements | 68,242 | 63,323 | 199,706 | 186,888 |
Segment operating earnings | 4,422 | 1,884 | 9,140 | 4,475 |
Legal Settlement Administration | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ' | ' | ' | ' |
Revenues before reimbursements | 47,235 | 50,129 | 130,262 | 169,732 |
Segment operating earnings | 7,668 | 10,171 | 18,335 | 38,714 |
Customer relationships and trade names | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ' | ' | ' | ' |
Amortization of customer-relationship intangible assets | ($1,543) | ($1,593) | ($4,746) | ($4,783) |
Segment_Information_Revenues_B
Segment Information (Revenues By Major Service Line) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | $293,831 | $293,338 | $857,396 | $878,566 |
Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 92,181 | 95,879 | 273,673 | 262,757 |
Broadspire | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 68,242 | 63,323 | 199,706 | 186,888 |
Canada--all service lines | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 33,575 | 34,480 | 98,083 | 92,815 |
Latin America/Caribbean--all service lines | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 3,781 | 4,250 | 10,858 | 11,795 |
Subtotal U.S. Property & Casualty | U.S. Property and Casualty | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 54,825 | 57,149 | 164,732 | 158,147 |
U.S. Contractor Connection | U.S. Property and Casualty | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 12,637 | 9,137 | 39,767 | 26,696 |
Subtotal U.S. Claims Services | U.S. Property and Casualty | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 42,188 | 48,012 | 124,965 | 131,451 |
U.S. Claims Field Operations | U.S. Property and Casualty | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 23,843 | 27,253 | 75,798 | 79,055 |
U.S. Technical Services | U.S. Property and Casualty | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 6,044 | 6,827 | 19,069 | 21,365 |
U.S. Catastrophe Services | U.S. Property and Casualty | Americas | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 12,301 | 13,932 | 30,098 | 31,031 |
Workers' Compensation and Liability Claims Management | Broadspire | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 28,109 | 26,922 | 84,113 | 79,595 |
Medical Management | Broadspire | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | 36,257 | 32,588 | 104,103 | 95,581 |
Risk Management Information Services | Broadspire | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues before reimbursements | $3,876 | $3,813 | $11,490 | $11,712 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Letters of credit outstanding amount | $17,511 |
Special_Charges_and_Other_Inco2
Special Charges and Other Income (Rollforward of accrued liabilities) (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | $2,749 | $4,049 |
Adjustments to accruals | -283 | -1,005 |
Cash payments | -237 | -815 |
Ending balance | 2,229 | 2,229 |
Deferred rent | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 1,942 | 2,664 |
Adjustments to accruals | -253 | -975 |
Cash payments | 0 | 0 |
Ending balance | 1,689 | 1,689 |
Accrued compensation and related costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 255 | 498 |
Adjustments to accruals | 0 | 0 |
Cash payments | -79 | -322 |
Ending balance | 176 | 176 |
Other accrued liabilities | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 120 | 303 |
Adjustments to accruals | -30 | -30 |
Cash payments | -90 | -273 |
Ending balance | 0 | 0 |
Other noncurrent liabilities | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 432 | 584 |
Adjustments to accruals | 0 | 0 |
Cash payments | -68 | -220 |
Ending balance | $364 | $364 |
Special_Charges_and_Other_Inco3
Special Charges and Other Income (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Other Income and Expenses [Abstract] | ' | ' |
Gain from the sale of a customer contract in Latin America | ' | $2,286 |
Gain from the earnout provision | $418 | ' |