Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information | ||
Entity Registrant Name | CRAWFORD & CO | |
Entity Central Index Key | 25475 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Common Class A | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 30,653,011 | |
Common Class B | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 24,690,172 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Revenues before reimbursements | $287,777 | $275,349 |
Reimbursements | 18,839 | 14,009 |
Total revenues | 306,616 | 289,358 |
Costs and Expenses: | ||
Costs of services provided, before reimbursements | 219,323 | 203,893 |
Reimbursements | 18,839 | 14,009 |
Total costs of services | 238,162 | 217,902 |
Selling, general, and administrative expenses | 60,387 | 59,730 |
Corporate interest expense, net of interest income of $165 and $197, respectively | 1,864 | 1,301 |
Special charges | 1,063 | 0 |
Total Costs and Expenses | 301,476 | 278,933 |
Other Income | 382 | 449 |
Income Before Income Taxes | 5,522 | 10,874 |
Provision for Income Taxes | 2,241 | 4,288 |
Net Income | 3,281 | 6,586 |
Net (Income) Loss Attributable to Noncontrolling Interests | -295 | 66 |
Net Income Attributable to Shareholders of Crawford & Company | $2,986 | $6,652 |
Common Class A | ||
Earnings Per Share - Basic: | ||
Earnings Per Share - Basic (usd per share) | $0.06 | $0.13 |
Earnings Per Share - Diluted: | ||
Earnings Per Share - Diluted (usd per share) | $0.06 | $0.12 |
Weighted-Average Shares Used to Compute Basic Earnings Per Share: | ||
Weighted Average Shares Used to Compute Basic Earnings Per Share (shares) | 30,521 | 29,918 |
Weighted-Average Shares Used to Compute Diluted Earnings Per Share: | ||
Weighted Average Shares Used to Compute Diluted Earnings Per Share (shares) | 31,012 | 30,978 |
Cash Dividends Per Share: | ||
Cash Dividends Per Share (usd per share) | $0.07 | $0.05 |
Common Class B | ||
Earnings Per Share - Basic: | ||
Earnings Per Share - Basic (usd per share) | $0.04 | $0.12 |
Earnings Per Share - Diluted: | ||
Earnings Per Share - Diluted (usd per share) | $0.04 | $0.11 |
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 |
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 |
Cash Dividends Per Share: | ||
Cash Dividends Per Share (usd per share) | $0.05 | $0.04 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Income (Parentheticals) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Interest income | $165 | $197 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Net Income | $3,281 | $6,586 |
Other Comprehensive Loss: | ||
Net foreign currency translation loss net of tax of $0 and $0, respectively | -10,633 | -4,405 |
Amortization of actuarial losses for retirement plans included in net periodic pension cost, net of tax of $1,076 and $914 respectively | 2,765 | 1,533 |
Other Comprehensive Loss | -7,868 | -2,872 |
Comprehensive (Loss) Income | -4,587 | 3,714 |
Comprehensive loss attributable to noncontrolling interests | 128 | 425 |
Comprehensive (Loss) Income Attributable to Shareholders of Crawford & Company | ($4,459) | $4,139 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Comprehensive Income (Parentheticals) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
OCI, Tax on foreign currency translation losses | $0 | $0 |
OCI, Tax on amortization of actuarial losses on retirement plans included in net periodic pension cost | $1,076 | $914 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | |||
Current Assets: | |||
Cash and cash equivalents | $40,842 | $52,456 | [1] |
Accounts receivable, less allowance for doubtful accounts of $11,197 and $10,960, respectively | 176,405 | 180,096 | [1] |
Unbilled revenues, at estimated billable amounts | 121,800 | 103,163 | [1] |
Income taxes receivable | 2,779 | 2,779 | [1] |
Prepaid expenses and other current assets | 32,676 | 29,089 | [1] |
Total Current Assets | 374,502 | 367,583 | [1] |
Property and Equipment: | |||
Property and equipment | 145,069 | 143,273 | [1] |
Less accumulated depreciation | -103,227 | -102,414 | [1] |
Net Property and Equipment | 41,842 | 40,859 | [1] |
Other Assets: | |||
Goodwill | 148,572 | 131,885 | [1] |
Intangible assets arising from business acquisitions, net | 112,093 | 75,895 | [1] |
Capitalized software costs, net | 77,250 | 75,536 | [1] |
Deferred income tax assets | 71,056 | 66,927 | [1] |
Other noncurrent assets | 34,319 | 30,634 | [1] |
Total Other Assets | 443,290 | 380,877 | [1] |
TOTAL ASSETS | 859,634 | 789,319 | [1] |
Current Liabilities: | |||
Short-term borrowings | 11,989 | 2,002 | [1] |
Accounts payable | 48,598 | 48,597 | [1] |
Accrued compensation and related costs | 63,896 | 82,151 | [1] |
Self-insured risks | 13,645 | 14,491 | [1] |
Income taxes payable | 3,756 | 2,618 | [1] |
Deferred income taxes | 14,117 | 14,523 | [1] |
Deferred rent | 12,737 | 13,576 | [1] |
Other accrued liabilities | 40,189 | 35,784 | [1] |
Deferred revenues | 49,661 | 45,054 | [1] |
Current installments of long-term debt and capital leases | 1,869 | 763 | [1] |
Total Current Liabilities | 260,457 | 259,559 | [1] |
Noncurrent Liabilities: | |||
Long-term debt and capital leases, less current installments | 231,771 | 154,046 | [1] |
Deferred revenues | 27,190 | 26,706 | [1] |
Self-insured risks | 9,839 | 10,041 | [1] |
Accrued pension liabilities | 133,282 | 142,343 | [1] |
Other noncurrent liabilities | 19,500 | 17,271 | [1] |
Total Noncurrent Liabilities | 421,582 | 350,407 | [1] |
Shareholders' Investment: | |||
Additional paid-in capital | 38,977 | 38,617 | [1] |
Retained earnings | 300,584 | 301,091 | [1] |
Accumulated other comprehensive loss | -229,403 | -221,958 | [1] |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | 165,381 | 172,937 | [1] |
Noncontrolling interests | 12,214 | 6,416 | [1] |
Total Shareholders' Investment | 177,595 | 179,353 | [1] |
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT | 859,634 | 789,319 | [1] |
Common Class A | |||
Shareholders' Investment: | |||
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,533 and 30,497 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively. Class B common stock, $1.00 par value; 50,000 shares authorized; 24,690 shares issued and outstanding | 30,533 | 30,497 | [1] |
Common Class B | |||
Shareholders' Investment: | |||
Class A common stock, $1.00 par value; 50,000 shares authorized; 30,533 and 30,497 shares issued and outstanding at March 31, 2015 and December 31, 2014, 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 $) | Mar. 31, 2015 | Dec. 31, 2014 | |
In Thousands, except Share data, unless otherwise specified | |||
Current Assets: | |||
Allowance for doubtful accounts | $11,197 | $10,960 | [1] |
Common Class A | |||
Shareholders' 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) | 30,533,000 | 30,497,000 | [1] |
Shares outstanding (shares) | 30,533,000 | 30,497,000 | [1] |
Common Class B | |||
Shareholders' 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 $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows From Operating Activities: | |||
Net Income | $3,281 | $6,586 | |
Reconciliation of net income to net cash used in operating activities: | |||
Depreciation and amortization | 10,815 | 9,103 | |
Stock-based compensation | 404 | -449 | |
Loss (gain) on disposals of property and equipment, net | 31 | -389 | |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Accounts receivable, net | 15,507 | -9,131 | |
Unbilled revenues, net | -16,612 | -17,209 | |
Accrued or prepaid income taxes | -6 | 2,272 | |
Accounts payable and accrued liabilities | -22,719 | -44,780 | |
Deferred revenues | 4,155 | -2,123 | |
Accrued retirement costs | -8,781 | -11,389 | |
Prepaid expenses and other operating activities | -1,716 | 2,246 | |
Net cash used in operating activities | -15,641 | -65,263 | |
Cash Flows From Investing Activities: | |||
Acquisitions of property and equipment | -2,032 | -2,571 | |
Proceeds from disposals of property and equipment | 0 | 1,289 | |
Capitalization of computer software costs | -5,643 | -3,372 | |
Cash surrendered in sale of business | 0 | -1,554 | |
Payments for business acquisitions, net of cash acquired | -66,077 | 0 | |
Net cash used in investing activities | -73,752 | -6,208 | |
Cash Flows From Financing Activities: | |||
Cash dividends paid | -3,373 | -2,489 | |
Payments related to shares received for withholding taxes under stock-based compensation plans | 0 | -1,327 | |
Proceeds from shares purchased under employee stock-based compensation plans | 9 | 25 | |
Repurchases of common stock | -137 | -1,391 | |
Increases in short-term and revolving credit facility borrowings | 110,273 | 55,238 | |
Payments on short-term and revolving credit facility borrowings | -25,002 | -4,125 | |
Payments on capital lease obligations | -552 | -220 | |
Dividends paid to noncontrolling interests | 0 | -142 | |
Other financing activities | 0 | -26 | |
Net cash provided by financing activities | 81,218 | 45,543 | |
Effects of exchange rate changes on cash and cash equivalents | -3,439 | -1,514 | |
Decrease in cash and cash equivalents | -11,614 | -27,442 | |
Cash and cash equivalents at beginning of year | 52,456 | [1] | 75,953 |
Cash and cash equivalents at end of period | $40,842 | $48,511 | |
[1] | Derived from the audited Consolidated Balance Sheet |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Shareholders' Investment (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | $179,353 | [1] | $207,533 |
Net income (loss) | 3,281 | 6,586 | |
Other comprehensive loss | -7,868 | -2,872 | |
Cash dividends paid | -3,373 | -2,489 | |
Stock-based compensation | 404 | -449 | |
Common stock activity, net | -128 | -2,502 | |
Increase in value of noncontrolling interest due to acquisition | 5,926 | ||
Decrease in value of noncontrolling interest due to sale of controlling interest | -638 | ||
Dividends paid to noncontrolling interests | -142 | ||
Ending Balance | 177,595 | 205,027 | |
Shareholders' Investment Attributable to Shareholders of Crawford & Company | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 172,937 | 199,805 | |
Net income (loss) | 2,986 | 6,652 | |
Other comprehensive loss | -7,445 | -2,513 | |
Cash dividends paid | -3,373 | -2,489 | |
Stock-based compensation | 404 | -449 | |
Common stock activity, net | -128 | -2,502 | |
Ending Balance | 165,381 | 198,504 | |
Additional Paid-In Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 38,617 | 39,285 | |
Stock-based compensation | 404 | -449 | |
Common stock activity, net | -44 | -1,471 | |
Ending Balance | 38,977 | 37,365 | |
Retained Earnings | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 301,091 | 285,165 | |
Net income (loss) | 2,986 | 6,652 | |
Cash dividends paid | -3,373 | -2,489 | |
Common stock activity, net | -120 | -1,218 | |
Ending Balance | 300,584 | 288,110 | |
Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | -221,958 | -179,210 | |
Other comprehensive loss | -7,445 | -2,513 | |
Ending Balance | -229,403 | -181,723 | |
Noncontrolling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 6,416 | 7,728 | |
Net income (loss) | 295 | -66 | |
Other comprehensive loss | -423 | -359 | |
Increase in value of noncontrolling interest due to acquisition | 5,926 | ||
Decrease in value of noncontrolling interest due to sale of controlling interest | -638 | ||
Dividends paid to noncontrolling interests | -142 | ||
Ending Balance | 12,214 | 6,523 | |
Common Class A | Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 30,497 | 29,875 | |
Common stock activity, net | 36 | 187 | |
Ending Balance | 30,533 | 30,062 | |
Common Class B | Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 24,690 | 24,690 | |
Common stock activity, net | 0 | 0 | |
Ending Balance | $24,690 | $24,690 | |
[1] | Derived from the audited Consolidated Balance Sheet |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
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 ended, and the Company's financial position as of, March 31, 2015 are not necessarily indicative of the results or financial position that may be expected for the year ending December 31, 2015 or for other future periods. The financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2014. | |
Certain prior period amounts within the EMEA/AP segment have been reclassified to conform to the current presentation. These reclassifications had no effect on the Company's reported segment or consolidated results. Significant intercompany transactions have been eliminated in consolidation. | |
The Condensed Consolidated Balance Sheet information presented herein as of December 31, 2014 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, 2014. | |
The Company consolidates the liabilities of its deferred compensation plan and the related assets, which are held in a rabbi trust and considered a 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 March 31, 2015 and December 31, 2014, the liabilities of the deferred compensation plan were $11,186,000 and $11,051,000, 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 $15,613,000 and $15,519,000, 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 also agreed to provide financial support to LWI of up to approximately $10,000,000. Because of this controlling financial interest, and because Crawford has the obligation to absorb LWI's losses through the additional financial support that LWI may require, LWI is considered a VIE of the Company. LWI also does not meet the business scope exception, as Crawford provides more than half of its financial support, and because LWI lacks sufficient equity at risk to permit it to carry on its activities without this additional financial support. Creditors of LWI have no recourse to Crawford's general credit. Total assets and liabilities of LWI as of March 31, 2015 were $6,198,000 and $8,565,000, respectively. Included in LWI's total liabilities is a loan from Crawford of $7,702,000. |
Business_Acquisition_Notes
Business Acquisition (Notes) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Acquisition | Business Acquisition | ||||
On December 1, 2014, the Company acquired 100% of the capital stock of GAB Robins Holdings UK Limited ("GAB Robins"), a U.K. based international loss adjusting and claims management provider, for cash consideration of $71,812,000. Because the financial results of certain of the Company's international subsidiaries, including those in the U.K. through which GAB Robins reports, are included in the Company's consolidated financial statements on a two-month delayed basis, the results of operations of GAB Robins, and the preliminary application of purchase accounting to the assets acquired, and liabilities and minority interest assumed, in that acquisition are reflected in the Company's unaudited condensed consolidated results for the three months ended March 31, 2015. As a result, comparability to prior periods' results and financial condition may be limited. The purchase was accounted for under the guidance of Accounting Standards Codification ("ASC") 805-10 as a business combination under the acquisition method. For the three months ended March 31, 2015, GAB Robins contribution to the Company's earnings and earnings per share were not material to the unaudited condensed consolidated financial statements and as such, no pro forma information has been presented. | |||||
On March 17, 2015, the Company received unconditional clearance from the United Kingdom Competition & Markets Authority to begin integration of GAB Robins with the Company's business operations. The success of the GAB Robins acquisition will depend, in part, on the Company's ability to realize the anticipated synergies and cost savings from integrating the GAB Robins business with its existing business on a timely basis. | |||||
As a requirement of accounting under the acquisition method, all identifiable assets acquired and liabilities assumed were recognized using fair value measurement. Based upon the timing of the acquisition, the allocation of the purchase price is preliminary and subject to change, as the Company gathers additional information related to, among other things, unbilled accounts receivable, intangible assets, deferred taxes, other assets, accrued liabilities, noncontrolling interests, and uncertain tax positions. The purchase price allocation may also be impacted by net debt and net working capital adjustments under the terms of the acquisition agreement. The purchase price included $6,329,000 placed in escrow for up to two years related to certain acquired contingencies and working capital adjustments per the terms of the acquisition agreement. As of March 31, 2015, $1,600,000 of the previously escrowed amount has been released. The acquisition was funded primarily through borrowings in the U.K. under the Company's Credit Facility. | |||||
The following table summarizes the preliminary purchase price allocation to the tangible and intangible assets acquired and liabilities assumed in the GAB Robins acquisition included in the Company's consolidated financial statements on the two-month delayed basis discussed above: | |||||
(in thousands) | Opening Balance Sheet | ||||
Assets | |||||
Cash and cash equivalents | $ | 5,735 | |||
Accounts receivable | 17,049 | ||||
Unbilled revenues, at estimated billable amounts | 7,169 | ||||
Prepaid expenses and other current assets | 3,136 | ||||
Property and equipment | 4,083 | ||||
Goodwill | 21,410 | ||||
Intangible assets | 40,535 | ||||
Other noncurrent assets | 1,933 | ||||
Deferred income tax assets | 4,833 | ||||
Total Assets | $ | 105,883 | |||
Liabilities | |||||
Other current liabilities | $ | 23,565 | |||
Noncurrent liabilities | 4,580 | ||||
Total Liabilities | 28,145 | ||||
Net Assets Acquired, Before Noncontrolling Interests | 77,738 | ||||
Noncontrolling interests | 5,926 | ||||
Net Assets Acquired, Net of Noncontrolling Interests | $ | 71,812 | |||
Intangible assets acquired include customer relationships, trademarks, internally developed software and non-compete agreements. The intangibles acquired are made up largely of customer relationships of $38,043,000 being amortized over a preliminary estimated life of 18 years, and the remaining assets listed above are amortized over periods ranging from two to five years. For the three months ended March 31, 2015, the Company recognized amortization expense of $510,000 in our unaudited condensed consolidated financial statements related to these intangibles. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. We do not expect that goodwill attributable to the acquisition will be deductible for tax purposes. For the three months ended March 31, 2015 GAB Robins contributed $16,275,000 in revenues. For the period ended March 31, 2015, GAB Robins' contribution to the Company's earnings and earnings per share were not material to the unaudited condensed consolidated financial statements and as such, no pro forma information has been presented. |
Recently_Issued_Accounting_Sta
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
Simplifying the Presentation of Debt Issuance Costs | |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-3, Interest-Imputation of Interest (Subtopic 835-30) "Simplifying the Presentation of Debt Issuance Costs." The new standard focuses on simplification of the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of adoption of the standard. | |
Amendments to the Consolidation Analysis | |
In February 2015, FASB issued ASU 2015-2, "Consolidation (topic 810) Amendments to the Consolidation Analysis." ASU 2015-02 focuses on the consolidation evaluation for reporting organizations (public and private companies) that are required to evaluate whether they should consolidate certain legal entities. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the effect this standard may have on its results of operations, financial condition and cash flows. | |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | |
In April 2014, FASB issued ASU 2014-8, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." Under ASU 2014-8, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations would qualify as discontinued operations. In addition, the ASU (1) expands the disclosure requirements for disposals that meet the definition of a discontinued operation, (2) requires entities to disclose information about disposals of individually significant components, and (3) defines "discontinued operations" similarly to how it is defined under International Financial Reporting Standards 2, "Non-current Assets Held for Sale and Discontinued Operations." The standard became effective in the first quarter of 2015 for public organizations with calendar year-ends. The Company has adopted the standard effective for the first quarter 2015, although it had no impact on the Company's results of operations, financial condition and cash flows for the three months ended March 31, 2015. |
Derivative_Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2015 | |
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 ended March 31, 2015 and 2014 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. | |
This 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 the 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 March 31, 2015, no such default existed, and the Company had no assets posted as collateral under its swap agreement. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, the Company estimates that its effective income tax rate for 2015 will be approximately 39% after considering known discrete items. |
Defined_Benefit_Pension_Plans
Defined Benefit Pension Plans | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 ended March 31, 2015 and 2014 included the following components: | |||||||||
Three months ended | |||||||||
(in thousands) | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Service cost | $ | 761 | $ | 698 | |||||
Interest cost | 8,227 | 8,918 | |||||||
Expected return on assets | (10,501 | ) | (11,462 | ) | |||||
Amortization of actuarial loss | 3,312 | 3,004 | |||||||
Net periodic benefit cost | $ | 1,799 | $ | 1,158 | |||||
For the three-month period ended March 31, 2015, the Company made contributions of $3,000,000 and $1,678,000, to its underfunded U.S. and U.K. defined benefit pension plans, respectively, compared with contributions of $2,600,000 and $1,730,000, respectively, in the comparable period in 2014. 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 2015; however, the Company expects to make additional contributions of approximately $6,000,000 and $5,100,000 to its U.S. and U.K. plans, respectively, during the remainder of 2015. |
Net_Income_Attributable_to_Sha
Net Income Attributable to Shareholders of Crawford & Company per Common Share | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
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 quarter of 2015 and 2014 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 | |||||||||||||||
March 31, | March 31, | ||||||||||||||
2015 | 2014 | ||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | |||||||||||
Earnings per share - basic: | |||||||||||||||
Numerator: | |||||||||||||||
Allocation of undistributed earnings | $ | (214 | ) | $ | (173 | ) | $ | 2,281 | $ | 1,882 | |||||
Dividends paid | 2,138 | 1,235 | 1,502 | 987 | |||||||||||
Net income available to common shareholders, basic | $ | 1,924 | $ | 1,062 | $ | 3,783 | $ | 2,869 | |||||||
Denominator: | |||||||||||||||
Weighted-average common shares outstanding, basic | 30,521 | 24,690 | 29,918 | 24,690 | |||||||||||
Earnings per share - basic | $ | 0.06 | $ | 0.04 | $ | 0.13 | $ | 0.12 | |||||||
The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows: | |||||||||||||||
Three months ended | |||||||||||||||
March 31, | March 31, | ||||||||||||||
2015 | 2014 | ||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | |||||||||||
Earnings per share - diluted: | |||||||||||||||
Numerator: | |||||||||||||||
Allocation of undistributed earnings | $ | (215 | ) | $ | (172 | ) | $ | 2,317 | $ | 1,846 | |||||
Dividends paid | 2,138 | 1,235 | 1,502 | 987 | |||||||||||
Net income available to common shareholders, diluted | $ | 1,923 | $ | 1,063 | $ | 3,819 | $ | 2,833 | |||||||
Denominator: | |||||||||||||||
Weighted-average common shares outstanding, basic | 30,521 | 24,690 | 29,918 | 24,690 | |||||||||||
Weighted-average effect of dilutive securities | 491 | — | 1,060 | — | |||||||||||
31,012 | 24,690 | 30,978 | 24,690 | ||||||||||||
Earnings per share - diluted | $ | 0.06 | $ | 0.04 | $ | 0.12 | $ | 0.11 | |||||||
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 | |||||||||||||||
(in thousands) | March 31, | March 31, | |||||||||||||
2015 | 2014 | ||||||||||||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period | 15 | — | |||||||||||||
Performance stock grants excluded because performance conditions had not been met (1) | 1,488 | 2,267 | |||||||||||||
________________________________________________ | |||||||||||||||
(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 March 31, 2015, the Company does not expect these performance measurements to be achieved by December 31, 2015. | ||||||||||||||
The following table details shares issued during the three months ended March 31, 2015 and March 31, 2014. 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 | |||||||||||||||
(in thousands) | March 31, | March 31, | |||||||||||||
2015 | 2014 | ||||||||||||||
CRDA issued under non-employee director stock plan | 48 | 54 | |||||||||||||
CRDA issued under the U.K. ShareSave Scheme | — | 6 | |||||||||||||
CRDA issued under Executive Stock Bonus Plan | 4 | 195 | |||||||||||||
CRDA issued upon stock option plan exercises | — | 106 | |||||||||||||
Effective August 16, 2014, the Company's then existing stock 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 ended March 31, 2015, the Company repurchased 17,700 shares of CRDA at an average cost of $7.79 per share. During the three months ended March 31, 2014, the Company repurchased 174,108 shares of CRDA at an average cost of $7.99 per share. The Company did not repurchase any shares of CRDB during either of these periods. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
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 March 31, 2015 | ||||||||||||
(in thousands) | Foreign currency translation adjustments | Retirement liabilities (1) | AOCL attributable to shareholders of Crawford & Company | |||||||||
Beginning balance | $ | (4,659 | ) | $ | (217,299 | ) | $ | (221,958 | ) | |||
Other comprehensive loss before reclassifications | (10,210 | ) | — | (10,210 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income | — | 2,765 | 2,765 | |||||||||
Net current period other comprehensive (loss) income | (10,210 | ) | 2,765 | (7,445 | ) | |||||||
Ending balance | $ | (14,869 | ) | $ | (214,534 | ) | $ | (229,403 | ) | |||
Three months ended March 31, 2014 | ||||||||||||
(in thousands) | Foreign currency translation adjustments | Retirement liabilities (1) | AOCL attributable to shareholders of Crawford & Company | |||||||||
Beginning balance | $ | 3,544 | $ | (182,754 | ) | $ | (179,210 | ) | ||||
Other comprehensive loss before reclassifications | (4,046 | ) | — | (4,046 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income | — | 1,533 | 1,533 | |||||||||
Net current period other comprehensive (loss) income | (4,046 | ) | 1,533 | (2,513 | ) | |||||||
Ending balance | $ | (502 | ) | $ | (181,221 | ) | $ | (181,723 | ) | |||
________________________________________________ | ||||||||||||
(1)Â | 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 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 | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 March 31, 2015 | ||||||||||||||||
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) | $ | 11 | $ | 11 | $ | — | $ | — | ||||||||
Derivative not designated as hedging instrument: | ||||||||||||||||
Cross currency basis swap (2) | 4,903 | — | 4,903 | — | ||||||||||||
Liabilities: | ||||||||||||||||
Contingent earnout liability (3) | 1,118 | 1,118 | ||||||||||||||
________________________________________________ | ||||||||||||||||
(1)Â | 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)Â | 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)Â | The fair value of the contingent earnout liability for the 2014 acquisition of Buckley Scott Holdings Limited ("Buckley Scott") 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, the liability is a Level 3 fair value measurement. The valuation is sensitive to Level 3 data, with a maximum possible earnout of $1,984,000. 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. The fair value of the earnout was $1,153,000 at December 31, 2014. The decrease in the Level 3 fair value at March 31, 2015 was due only to foreign currency translation adjustments. | |||||||||||||||
Fair Value Disclosures | ||||||||||||||||
There were no transfers of assets between fair value levels during the quarter ended March 31, 2015. 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. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Segment Information | Segment Information | ||||||||
Financial information for the three months ended March 31, 2015 and 2014 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 | |||||||||
(in thousands) | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Revenues: | |||||||||
Americas | $ | 89,467 | $ | 87,891 | |||||
Europe, Middle East, Africa and Asia-Pacific ("EMEA/AP") | 91,263 | 80,336 | |||||||
Broadspire | 69,672 | 64,758 | |||||||
Legal Settlement Administration | 37,375 | 42,364 | |||||||
Total segment revenues before reimbursements | 287,777 | 275,349 | |||||||
Reimbursements | 18,839 | 14,009 | |||||||
Total revenues | $ | 306,616 | $ | 289,358 | |||||
Segment Operating Earnings: | |||||||||
Americas | $ | 4,976 | $ | 6,934 | |||||
EMEA/AP | 1,528 | 1,900 | |||||||
Broadspire | 3,537 | 2,003 | |||||||
Legal Settlement Administration | 4,951 | 4,967 | |||||||
Total segment operating earnings | 14,992 | 15,804 | |||||||
Deduct: | |||||||||
Unallocated corporate and shared costs and credits, net | (4,296 | ) | (1,743 | ) | |||||
Net corporate interest expense | (1,864 | ) | (1,301 | ) | |||||
Stock option expense | (149 | ) | (294 | ) | |||||
Amortization of customer-relationship intangible assets | (2,098 | ) | (1,592 | ) | |||||
Special charges | (1,063 | ) | — | ||||||
Income before income taxes | $ | 5,522 | $ | 10,874 | |||||
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, special charges, 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 | |||||||||
(in thousands) | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Americas | |||||||||
U.S. Claims Field Operations | $ | 20,052 | $ | 26,712 | |||||
U.S. Technical Services | 6,563 | 6,711 | |||||||
U.S. Catastrophe Services | 17,368 | 6,316 | |||||||
Subtotal U.S. Claims Services | 43,983 | 39,739 | |||||||
U.S. Contractor Connection | 12,721 | 12,909 | |||||||
Subtotal U.S. Property & Casualty | 56,704 | 52,648 | |||||||
Canada--all service lines | 29,036 | 31,693 | |||||||
Latin America/Caribbean--all service lines | 3,727 | 3,550 | |||||||
Total Revenues before Reimbursements--Americas | $ | 89,467 | $ | 87,891 | |||||
Broadspire | |||||||||
Workers' Compensation and Liability Claims Management | $ | 29,185 | $ | 28,284 | |||||
Medical Management | 36,640 | 32,792 | |||||||
Risk Management Information Services | 3,847 | 3,682 | |||||||
Total Revenues before Reimbursements--Broadspire | $ | 69,672 | $ | 64,758 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, the aggregate committed amount of letters of credit outstanding under the credit facility was $17,212,000. | |
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, claims for indemnification on the basis of alleged actions 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. | |
The 2014 acquisition of Buckley Scott contains an earnout provision based on Buckley Scott achieving certain financial results during the two-year period following the completion of the acquisition, with a current estimated fair value of $1,118,000. The maximum potential earnout is $1,984,000. |
Special_Charges_and_Other_Inco
Special Charges and Other Income | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Other Income and Expenses [Abstract] | ||||||||||||||||||||
Special Charges and Other Income | Special Charges and Other Income | |||||||||||||||||||
Special Charges | ||||||||||||||||||||
Special charges for the three months ended March 31, 2015 of $1,063,000 were incurred related to the establishment of the Company's Global Business Services Center ("the Center") in Manila, Philippines. These costs were primarily for professional fees. There were no special charges during the three months ended March 31, 2014. | ||||||||||||||||||||
As of March 31, 2015, the following liabilities remained on the Company's unaudited Condensed Consolidated Balance Sheets related to special charges recorded in 2012, and related to the 2015 special charges. The rollforwards of these costs to March 31, 2015 are as follows: | ||||||||||||||||||||
Three months ended March 31, 2015 | ||||||||||||||||||||
(in thousands) | Deferred rent | Accrued compensation and related costs | Accounts payable | Other accrued liabilities | Total | |||||||||||||||
Beginning balance, January 1, 2015 | $ | 1,431 | $ | 131 | $ | — | $ | 308 | $ | 1,870 | ||||||||||
Additions | — | — | 1,063 | — | 1,063 | |||||||||||||||
Adjustments to accruals | (260 | ) | — | — | — | (260 | ) | |||||||||||||
Cash payments | — | (42 | ) | (13 | ) | — | (55 | ) | ||||||||||||
Ending balance, March 31, 2015 | $ | 1,171 | $ | 89 | $ | 1,050 | $ | 308 | $ | 2,618 | ||||||||||
Other Income | ||||||||||||||||||||
Other income consists of dividend income from our unconsolidated subsidiaries and miscellaneous other income. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 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. |
New accounting pronouncements, policy | Simplifying the Presentation of Debt Issuance Costs |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-3, Interest-Imputation of Interest (Subtopic 835-30) "Simplifying the Presentation of Debt Issuance Costs." The new standard focuses on simplification of the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of adoption of the standard. | |
Amendments to the Consolidation Analysis | |
In February 2015, FASB issued ASU 2015-2, "Consolidation (topic 810) Amendments to the Consolidation Analysis." ASU 2015-02 focuses on the consolidation evaluation for reporting organizations (public and private companies) that are required to evaluate whether they should consolidate certain legal entities. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the effect this standard may have on its results of operations, financial condition and cash flows. | |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | |
In April 2014, FASB issued ASU 2014-8, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." Under ASU 2014-8, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations would qualify as discontinued operations. In addition, the ASU (1) expands the disclosure requirements for disposals that meet the definition of a discontinued operation, (2) requires entities to disclose information about disposals of individually significant components, and (3) defines "discontinued operations" similarly to how it is defined under International Financial Reporting Standards 2, "Non-current Assets Held for Sale and Discontinued Operations." The standard became effective in the first quarter of 2015 for public organizations with calendar year-ends. The Company has adopted the standard effective for the first quarter 2015, although it had no impact on the Company's results of operations, financial condition and cash flows for the three months ended March 31, 2015. | |
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 quarter of 2015 and 2014 the Board of Directors declared a higher dividend on CRDA than on CRDB. |
Business_Acquisition_Tables
Business Acquisition (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocation to the tangible and intangible assets acquired and liabilities assumed in the GAB Robins acquisition included in the Company's consolidated financial statements on the two-month delayed basis discussed above: | ||||
(in thousands) | Opening Balance Sheet | ||||
Assets | |||||
Cash and cash equivalents | $ | 5,735 | |||
Accounts receivable | 17,049 | ||||
Unbilled revenues, at estimated billable amounts | 7,169 | ||||
Prepaid expenses and other current assets | 3,136 | ||||
Property and equipment | 4,083 | ||||
Goodwill | 21,410 | ||||
Intangible assets | 40,535 | ||||
Other noncurrent assets | 1,933 | ||||
Deferred income tax assets | 4,833 | ||||
Total Assets | $ | 105,883 | |||
Liabilities | |||||
Other current liabilities | $ | 23,565 | |||
Noncurrent liabilities | 4,580 | ||||
Total Liabilities | 28,145 | ||||
Net Assets Acquired, Before Noncontrolling Interests | 77,738 | ||||
Noncontrolling interests | 5,926 | ||||
Net Assets Acquired, Net of Noncontrolling Interests | $ | 71,812 | |||
Defined_Benefit_Pension_Plans_
Defined Benefit Pension Plans (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 ended March 31, 2015 and 2014 included the following components: | ||||||||
Three months ended | |||||||||
(in thousands) | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Service cost | $ | 761 | $ | 698 | |||||
Interest cost | 8,227 | 8,918 | |||||||
Expected return on assets | (10,501 | ) | (11,462 | ) | |||||
Amortization of actuarial loss | 3,312 | 3,004 | |||||||
Net periodic benefit cost | $ | 1,799 | $ | 1,158 | |||||
Net_Income_Attributable_to_Sha1
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
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 | |||||||||||||||
March 31, | March 31, | ||||||||||||||
2015 | 2014 | ||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | |||||||||||
Earnings per share - basic: | |||||||||||||||
Numerator: | |||||||||||||||
Allocation of undistributed earnings | $ | (214 | ) | $ | (173 | ) | $ | 2,281 | $ | 1,882 | |||||
Dividends paid | 2,138 | 1,235 | 1,502 | 987 | |||||||||||
Net income available to common shareholders, basic | $ | 1,924 | $ | 1,062 | $ | 3,783 | $ | 2,869 | |||||||
Denominator: | |||||||||||||||
Weighted-average common shares outstanding, basic | 30,521 | 24,690 | 29,918 | 24,690 | |||||||||||
Earnings per share - basic | $ | 0.06 | $ | 0.04 | $ | 0.13 | $ | 0.12 | |||||||
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 | |||||||||||||||
March 31, | March 31, | ||||||||||||||
2015 | 2014 | ||||||||||||||
(in thousands, except earnings per share amounts) | CRDA | CRDB | CRDA | CRDB | |||||||||||
Earnings per share - diluted: | |||||||||||||||
Numerator: | |||||||||||||||
Allocation of undistributed earnings | $ | (215 | ) | $ | (172 | ) | $ | 2,317 | $ | 1,846 | |||||
Dividends paid | 2,138 | 1,235 | 1,502 | 987 | |||||||||||
Net income available to common shareholders, diluted | $ | 1,923 | $ | 1,063 | $ | 3,819 | $ | 2,833 | |||||||
Denominator: | |||||||||||||||
Weighted-average common shares outstanding, basic | 30,521 | 24,690 | 29,918 | 24,690 | |||||||||||
Weighted-average effect of dilutive securities | 491 | — | 1,060 | — | |||||||||||
31,012 | 24,690 | 30,978 | 24,690 | ||||||||||||
Earnings per share - diluted | $ | 0.06 | $ | 0.04 | $ | 0.12 | $ | 0.11 | |||||||
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 | |||||||||||||||
(in thousands) | March 31, | March 31, | |||||||||||||
2015 | 2014 | ||||||||||||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period | 15 | — | |||||||||||||
Performance stock grants excluded because performance conditions had not been met (1) | 1,488 | 2,267 | |||||||||||||
________________________________________________ | |||||||||||||||
(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 March 31, 2015, the Company does not expect these performance measurements to be achieved by December 31, 2015. | ||||||||||||||
Schedule of shares issued under stock plans used in weighted average calc | The following table details shares issued during the three months ended March 31, 2015 and March 31, 2014. 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 | |||||||||||||||
(in thousands) | March 31, | March 31, | |||||||||||||
2015 | 2014 | ||||||||||||||
CRDA issued under non-employee director stock plan | 48 | 54 | |||||||||||||
CRDA issued under the U.K. ShareSave Scheme | — | 6 | |||||||||||||
CRDA issued under Executive Stock Bonus Plan | 4 | 195 | |||||||||||||
CRDA issued upon stock option plan exercises | — | 106 | |||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
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 March 31, 2015 | ||||||||||||
(in thousands) | Foreign currency translation adjustments | Retirement liabilities (1) | AOCL attributable to shareholders of Crawford & Company | |||||||||
Beginning balance | $ | (4,659 | ) | $ | (217,299 | ) | $ | (221,958 | ) | |||
Other comprehensive loss before reclassifications | (10,210 | ) | — | (10,210 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income | — | 2,765 | 2,765 | |||||||||
Net current period other comprehensive (loss) income | (10,210 | ) | 2,765 | (7,445 | ) | |||||||
Ending balance | $ | (14,869 | ) | $ | (214,534 | ) | $ | (229,403 | ) | |||
Three months ended March 31, 2014 | ||||||||||||
(in thousands) | Foreign currency translation adjustments | Retirement liabilities (1) | AOCL attributable to shareholders of Crawford & Company | |||||||||
Beginning balance | $ | 3,544 | $ | (182,754 | ) | $ | (179,210 | ) | ||||
Other comprehensive loss before reclassifications | (4,046 | ) | — | (4,046 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income | — | 1,533 | 1,533 | |||||||||
Net current period other comprehensive (loss) income | (4,046 | ) | 1,533 | (2,513 | ) | |||||||
Ending balance | $ | (502 | ) | $ | (181,221 | ) | $ | (181,723 | ) | |||
________________________________________________ | ||||||||||||
(1)Â | 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) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 March 31, 2015 | ||||||||||||||||
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) | $ | 11 | $ | 11 | $ | — | $ | — | ||||||||
Derivative not designated as hedging instrument: | ||||||||||||||||
Cross currency basis swap (2) | 4,903 | — | 4,903 | — | ||||||||||||
Liabilities: | ||||||||||||||||
Contingent earnout liability (3) | 1,118 | 1,118 | ||||||||||||||
________________________________________________ | ||||||||||||||||
(1)Â | 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)Â | 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)Â | The fair value of the contingent earnout liability for the 2014 acquisition of Buckley Scott Holdings Limited ("Buckley Scott") 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, the liability is a Level 3 fair value measurement. The valuation is sensitive to Level 3 data, with a maximum possible earnout of $1,984,000. 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. The fair value of the earnout was $1,153,000 at December 31, 2014. The decrease in the Level 3 fair value at March 31, 2015 was due only to foreign currency translation adjustments. |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Reconciliation of operating profit from segments to consolidated | Financial information for the three months ended March 31, 2015 and 2014 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 | |||||||||
(in thousands) | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Revenues: | |||||||||
Americas | $ | 89,467 | $ | 87,891 | |||||
Europe, Middle East, Africa and Asia-Pacific ("EMEA/AP") | 91,263 | 80,336 | |||||||
Broadspire | 69,672 | 64,758 | |||||||
Legal Settlement Administration | 37,375 | 42,364 | |||||||
Total segment revenues before reimbursements | 287,777 | 275,349 | |||||||
Reimbursements | 18,839 | 14,009 | |||||||
Total revenues | $ | 306,616 | $ | 289,358 | |||||
Segment Operating Earnings: | |||||||||
Americas | $ | 4,976 | $ | 6,934 | |||||
EMEA/AP | 1,528 | 1,900 | |||||||
Broadspire | 3,537 | 2,003 | |||||||
Legal Settlement Administration | 4,951 | 4,967 | |||||||
Total segment operating earnings | 14,992 | 15,804 | |||||||
Deduct: | |||||||||
Unallocated corporate and shared costs and credits, net | (4,296 | ) | (1,743 | ) | |||||
Net corporate interest expense | (1,864 | ) | (1,301 | ) | |||||
Stock option expense | (149 | ) | (294 | ) | |||||
Amortization of customer-relationship intangible assets | (2,098 | ) | (1,592 | ) | |||||
Special charges | (1,063 | ) | — | ||||||
Income before income taxes | $ | 5,522 | $ | 10,874 | |||||
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 | |||||||||
(in thousands) | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Americas | |||||||||
U.S. Claims Field Operations | $ | 20,052 | $ | 26,712 | |||||
U.S. Technical Services | 6,563 | 6,711 | |||||||
U.S. Catastrophe Services | 17,368 | 6,316 | |||||||
Subtotal U.S. Claims Services | 43,983 | 39,739 | |||||||
U.S. Contractor Connection | 12,721 | 12,909 | |||||||
Subtotal U.S. Property & Casualty | 56,704 | 52,648 | |||||||
Canada--all service lines | 29,036 | 31,693 | |||||||
Latin America/Caribbean--all service lines | 3,727 | 3,550 | |||||||
Total Revenues before Reimbursements--Americas | $ | 89,467 | $ | 87,891 | |||||
Broadspire | |||||||||
Workers' Compensation and Liability Claims Management | $ | 29,185 | $ | 28,284 | |||||
Medical Management | 36,640 | 32,792 | |||||||
Risk Management Information Services | 3,847 | 3,682 | |||||||
Total Revenues before Reimbursements--Broadspire | $ | 69,672 | $ | 64,758 | |||||
Special_Charges_and_Other_Inco1
Special Charges and Other Income (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Other Income and Expenses [Abstract] | ||||||||||||||||||||
Rollforward of accrued liabilities | The rollforwards of these costs to March 31, 2015 are as follows: | |||||||||||||||||||
Three months ended March 31, 2015 | ||||||||||||||||||||
(in thousands) | Deferred rent | Accrued compensation and related costs | Accounts payable | Other accrued liabilities | Total | |||||||||||||||
Beginning balance, January 1, 2015 | $ | 1,431 | $ | 131 | $ | — | $ | 308 | $ | 1,870 | ||||||||||
Additions | — | — | 1,063 | — | 1,063 | |||||||||||||||
Adjustments to accruals | (260 | ) | — | — | — | (260 | ) | |||||||||||||
Cash payments | — | (42 | ) | (13 | ) | — | (55 | ) | ||||||||||||
Ending balance, March 31, 2015 | $ | 1,171 | $ | 89 | $ | 1,050 | $ | 308 | $ | 2,618 | ||||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (Primary beneficiary, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Primary beneficiary | ||
Variable Interest Entity | ||
Liabilities of the deferred compensation plan | $11,186 | $11,051 |
Assets held in the related rabbi trust | $15,613 | $15,519 |
Basis_of_Presentation_Acquisit
Basis of Presentation (Acquisition) (Details) (Lloyd Warwick International, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Lloyd Warwick International | |
Business Acquisition [Line Items] | |
Ownership percentage (percent) | 51.00% |
Variable interest entity, reporting entity involvement, maximum loss exposure, amount | $10,000,000 |
Asset carrying amount | 6,198,000 |
Liability carrying amount | 8,565,000 |
Financial or other support | $7,702,000 |
Business_Acquisition_Details
Business Acquisition (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 01, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Business combination, indemnification period | 2 years | |||
Business combination, preacquisition contingency, amounts released from escrow | $1,600 | |||
Assets | ||||
Goodwill | 148,572 | 131,885 | [1] | |
GAB Robins | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||
Payments to acquire businesses, gross | 71,812 | |||
Business combination, indemnification assets, amount as of acquisition date | 6,329 | |||
Amortization of intangible assets | 510 | |||
Revenue of acquiree since acquisition date | 16,275 | |||
Assets | ||||
Cash and cash equivalents | 5,735 | |||
Accounts receivable | 17,049 | |||
Unbilled revenues, at estimated billable amounts | 7,169 | |||
Prepaid expenses and other current assets | 3,136 | |||
Property and equipment | 4,083 | |||
Goodwill | 21,410 | |||
Intangible assets | 40,535 | |||
Other noncurrent assets | 1,933 | |||
Deferred income taxes | 4,833 | |||
Total Assets | 105,883 | |||
Liabilities | ||||
Other current liabilities | 23,565 | |||
Noncurrent liabilities | 4,580 | |||
Total Liabilities | 28,145 | |||
Net Assets Acquired, Before Noncontrolling Interests | 77,738 | |||
Noncontrolling interests | 5,926 | |||
Net Assets Acquired, Net of Noncontrolling Interests | 71,812 | |||
Customer relationships | GAB Robins | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 18 years | |||
Assets | ||||
Intangible assets | $38,043 | |||
Minimum | Intangible assets not including customer relationships | GAB Robins | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 2 years | |||
Maximum | Intangible assets not including customer relationships | GAB Robins | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
[1] | Derived from the audited Consolidated Balance Sheet |
Derivative_Instruments_Details
Derivative Instruments (Details) (Not designated as hedging instrument, Currency swap) | 1 Months Ended | |
Feb. 28, 2011 | Feb. 28, 2011 | |
USD ($) | 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) | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Effective annual income tax rate (percent) | 39.00% |
Defined_Benefit_Pension_Plans_1
Defined Benefit Pension Plans (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ||
Service cost | $761 | $698 |
Interest cost | 8,227 | 8,918 |
Expected return on assets | -10,501 | -11,462 |
Amortization of actuarial loss | 3,312 | 3,004 |
Net periodic benefit cost | $1,799 | $1,158 |
Defined_Benefit_Pension_Plans_2
Defined Benefit Pension Plans (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
U.S. pension plans | ||
Defined Benefit Plan Disclosure | ||
Contributions by employer | $3,000 | $2,600 |
Defined benefit plan, estimated future employer contributions | 6,000 | |
U.K. pension plans | ||
Defined Benefit Plan Disclosure | ||
Contributions by employer | 1,678 | 1,730 |
Defined benefit plan, estimated future employer contributions | $5,100 |
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 | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Common Class A | ||
Numerator: | ||
Allocation of undistributed earnings | ($214) | $2,281 |
Dividends paid | 2,138 | 1,502 |
Net income available to common shareholders, basic | 1,924 | 3,783 |
Denominator: | ||
Weighted-average common shares outstanding, basic (shares) | 30,521 | 29,918 |
Earnings per share - basic (usd per share) | $0.06 | $0.13 |
Common Class B | ||
Numerator: | ||
Allocation of undistributed earnings | -173 | 1,882 |
Dividends paid | 1,235 | 987 |
Net income available to common shareholders, basic | $1,062 | $2,869 |
Denominator: | ||
Weighted-average common shares outstanding, basic (shares) | 24,690 | 24,690 |
Earnings per share - basic (usd per share) | $0.04 | $0.12 |
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 | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Common Class A | ||
Numerator: | ||
Allocation of undistributed earnings | ($215) | $2,317 |
Dividends paid | 2,138 | 1,502 |
Net income available to common shareholders, diluted | 1,923 | 3,819 |
Denominator: | ||
Weighted-average common shares outstanding, basic (shares) | 30,521 | 29,918 |
Weighted-average number of dilutive securities (shares) | 491 | 1,060 |
Weighted-average number of shares outstanding, diluted (shares) | 31,012 | 30,978 |
Earnings per share - diluted (usd per share) | $0.06 | $0.12 |
Common Class B | ||
Numerator: | ||
Allocation of undistributed earnings | -172 | 1,846 |
Dividends paid | 1,235 | 987 |
Net income available to common shareholders, diluted | $1,063 | $2,833 |
Denominator: | ||
Weighted-average common shares outstanding, basic (shares) | 24,690 | 24,690 |
Weighted-average number of dilutive securities (shares) | 0 | 0 |
Weighted-average number of shares outstanding, diluted (shares) | 24,690 | 24,690 |
Earnings per share - diluted (usd per share) | $0.04 | $0.11 |
Net_Income_Attributable_to_Sha4
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Antidilutive Securities) (Details) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
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) | 15 | 0 | ||
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) | 1,488 | [1] | 2,267 | [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 March 31, 2015, the Company does not expect these performance measurements to be achieved by DecemberB 31, 2015. |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CRDA issued under non-employee director stock plan | ||
Share-based Compensation Arrangement [Line Items] | ||
Stock issued during period (shares) | 48 | 54 |
CRDA issued under the U.K. ShareSave Scheme | ||
Share-based Compensation Arrangement [Line Items] | ||
Stock issued during period (shares) | 0 | 6 |
CRDA issued under Executive Stock Bonus Plan | ||
Share-based Compensation Arrangement [Line Items] | ||
Stock issued during period (shares) | 4 | 195 |
CRDA issued upon stock option plan exercises | ||
Share-based Compensation Arrangement [Line Items] | ||
Stock issued during period (shares) | 0 | 106 |
Net_Income_Attributable_to_Sha6
Net Income Attributable to Shareholders of Crawford & Company per Common Share (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Aug. 16, 2014 | |
Common Class A | |||
Equity, Class of Treasury Stock | |||
Shares repurchased (shares) | 17,700 | 174,108 | |
Average cost (usd per share) | $7.79 | $7.99 | |
Repurchase Authorization 2014 | Common Stock | |||
Equity, Class of Treasury Stock | |||
Number of shares authorized to be repurchased (shares) | 2,000,000 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Rollforward of Accumulated Other comprehensive Loss) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Changes in Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Beginning balance | ($221,958) | [1] | ($179,210) | |
Other comprehensive loss before reclassifications | -10,210 | -4,046 | ||
Amounts reclassified from accumulated other comprehensive income | 2,765 | 1,533 | ||
Net current period other comprehensive (loss) income | -7,445 | -2,513 | ||
Ending balance | -229,403 | -181,723 | ||
Foreign currency translation adjustments | ||||
Changes in Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Beginning balance | -4,659 | 3,544 | ||
Other comprehensive loss before reclassifications | -10,210 | -4,046 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net current period other comprehensive (loss) income | -10,210 | -4,046 | ||
Ending balance | -14,869 | -502 | ||
Retirement liabilities | ||||
Changes in Accumulated Other Comprehensive Income Loss [Roll Forward] | ||||
Beginning balance | -217,299 | [2] | -182,754 | [2] |
Other comprehensive loss before reclassifications | 0 | [2] | 0 | [2] |
Amounts reclassified from accumulated other comprehensive income | 2,765 | [2] | 1,533 | [2] |
Net current period other comprehensive (loss) income | 2,765 | [2] | 1,533 | [2] |
Ending balance | ($214,534) | [2] | ($181,221) | [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 $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Liabilities [Abstract] | ||||
Debt instrument, variable interest rate duration between resets | 90 days | |||
Buckley Scott | ||||
Liabilities [Abstract] | ||||
Maximum contingent consideration liability | 1,984 | |||
Cash and cash equivalents | Measured on a recurring basis | ||||
Assets [Abstract] | ||||
Money market funds | 11 | [1] | ||
Cash and cash equivalents | Level 1 | Measured on a recurring basis | ||||
Assets [Abstract] | ||||
Money market funds | 11 | [1] | ||
Other noncurrent assets | Measured on a recurring basis | Currency swap | ||||
Assets [Abstract] | ||||
Derivative instruments not designated as hedging instruments, cross currency basis swap | 4,903 | [2] | ||
Other noncurrent assets | Level 2 | Measured on a recurring basis | Currency swap | ||||
Assets [Abstract] | ||||
Derivative instruments not designated as hedging instruments, cross currency basis swap | 4,903 | [2] | ||
Other noncurrent liabilities | Measured on a recurring basis | ||||
Liabilities [Abstract] | ||||
Contingent earnout liability | 1,118 | [3] | ||
Other noncurrent liabilities | Level 3 | Measured on a recurring basis | ||||
Liabilities [Abstract] | ||||
Contingent earnout liability | 1,118 | [3] | $1,153 | [3] |
[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 2014 acquisition of Buckley Scott Holdings Limited ("Buckley Scott") 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, the liability is a Level 3 fair value measurement. The valuation is sensitive to Level 3 data, with a maximum possible earnout of $1,984,000. 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. The fair value of the earnout was $1,153,000 at December 31, 2014. The decrease in the Level 3 fair value at March 31, 2015 was due only to foreign currency translation adjustments. |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues | $287,777 | $275,349 |
Reimbursements | 18,839 | 14,009 |
Total revenues | 306,616 | 289,358 |
Segment operating earnings | 14,992 | 15,804 |
Net corporate interest expense | -1,864 | -1,301 |
Special charges | -1,063 | 0 |
Income before income taxes | 5,522 | 10,874 |
Number of operating segments (segments) | 4 | |
Americas | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues | 89,467 | 87,891 |
Segment operating earnings | 4,976 | 6,934 |
Europe, Middle East, Africa and Asia-Pacific (EMEA/AP) | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues | 91,263 | 80,336 |
Segment operating earnings | 1,528 | 1,900 |
Broadspire | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues | 69,672 | 64,758 |
Segment operating earnings | 3,537 | 2,003 |
Legal Settlement Administration | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Revenues | 37,375 | 42,364 |
Segment operating earnings | 4,951 | 4,967 |
Corporate Segment | ||
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated | ||
Unallocated corporate and shared costs and credits, net | -4,296 | -1,743 |
Net corporate interest expense | -1,864 | -1,301 |
Stock option expense | -149 | -294 |
Amortization of customer-relationship intangible assets | -2,098 | -1,592 |
Special charges | ($1,063) | $0 |
Segment_Information_Revenues_B
Segment Information (Revenues By Major Service Line) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | $287,777 | $275,349 |
Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 89,467 | 87,891 |
Broadspire | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 69,672 | 64,758 |
Canada--all service lines | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 29,036 | 31,693 |
Latin America/Caribbean--all service lines | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 3,727 | 3,550 |
Subtotal U.S. Property & Casualty | U.S. Property and Casualty | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 56,704 | 52,648 |
U.S. Contractor Connection | U.S. Property and Casualty | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 12,721 | 12,909 |
Subtotal U.S. Claims Services | U.S. Property and Casualty | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 43,983 | 39,739 |
U.S. Claims Field Operations | U.S. Property and Casualty | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 20,052 | 26,712 |
U.S. Technical Services | U.S. Property and Casualty | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 6,563 | 6,711 |
U.S. Catastrophe Services | U.S. Property and Casualty | Americas | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 17,368 | 6,316 |
Workers' Compensation and Liability Claims Management | Broadspire | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 29,185 | 28,284 |
Medical Management | Broadspire | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | 36,640 | 32,792 |
Risk Management Information Services | Broadspire | ||
Revenue from External Customer [Line Items] | ||
Revenues before reimbursements | $3,847 | $3,682 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | ||
Contingent Earnout Provision [Abstract] | ||||
Letters of credit outstanding amount | $17,212 | |||
Buckley Scott | ||||
Loss Contingencies [Line Items] | ||||
Maximum contingent consideration liability | 1,984 | |||
Contingent Earnout Provision [Abstract] | ||||
Period of contingent earnout provision | 2 years | |||
Other noncurrent liabilities | Measured on a recurring basis | ||||
Loss Contingencies [Line Items] | ||||
Contingent earnout liability | 1,118 | [1] | ||
Level 3 | Other noncurrent liabilities | Measured on a recurring basis | ||||
Loss Contingencies [Line Items] | ||||
Contingent earnout liability | 1,153 | [1] | $1,118 | [1] |
[1] | The fair value of the contingent earnout liability for the 2014 acquisition of Buckley Scott Holdings Limited ("Buckley Scott") 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, the liability is a Level 3 fair value measurement. The valuation is sensitive to Level 3 data, with a maximum possible earnout of $1,984,000. 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. The fair value of the earnout was $1,153,000 at December 31, 2014. The decrease in the Level 3 fair value at March 31, 2015 was due only to foreign currency translation adjustments. |
Special_Charges_and_Other_Inco2
Special Charges and Other Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Other Income and Expenses [Abstract] | ||
Special charges | $1,063 | $0 |
Special_Charges_and_Other_Inco3
Special Charges and Other Income (Rollforward of accrued liabilities) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $1,870 |
Additions | 1,063 |
Adjustments to accruals | -260 |
Cash payments | -55 |
Ending balance | 2,618 |
Deferred rent | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,431 |
Additions | 0 |
Adjustments to accruals | -260 |
Cash payments | 0 |
Ending balance | 1,171 |
Accrued compensation and related costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 131 |
Additions | 0 |
Adjustments to accruals | 0 |
Cash payments | -42 |
Ending balance | 89 |
Accounts payable | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Additions | 1,063 |
Adjustments to accruals | 0 |
Cash payments | -13 |
Ending balance | 1,050 |
Other accrued liabilities | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 308 |
Additions | 0 |
Adjustments to accruals | 0 |
Cash payments | 0 |
Ending balance | $308 |