Crawford & Company (CRD-B) 8-K Crawford & Company Reports 2016 Second Quarter Results

CRAWFORD & COMPANY 1001 SUMMIT BOULEVARD, ATLANTA, GEORGIA 30319 (404) 300-1000

CRAWFORD & COMPANY

RESULTS OF OPERATIONS BY QUARTER (UNAUDITED)

Revised for Realignment of Reportable Segments

2015 Quarterly Period	First			Second			Third			Fourth			Full Year
	(Dollars in thousands, except per share amounts)
Revenues Before Reimbursements:
U.S. Services	$	56,705		$	66,898		$	62,080		$	56,805		$	242,488
International	124,025			129,483			128,198			124,944			506,650
Broadspire	69,672			73,693			74,225			75,442			293,032
Garden City Group	37,375			34,324			28,832			27,684			128,215
Total, before reimbursements	287,777			304,398			293,335			284,875			1,170,385
Reimbursements	18,839			20,018			16,649			15,629			71,135
Total Revenues	$	306,616		$	324,416		$	309,984		$	300,504		$	1,241,520
Direct Compensation, Fringe Benefits & Non-Employee Labor:
U.S. Services	$	37,846		$	40,155		$	36,746		$	34,995		$	149,742
% of related revenues before reimbursements	66.7		%	60.0		%	59.2		%	61.6		%	61.8		%
International	85,894			88,116			82,836			80,279			337,125
% of related revenues before reimbursements	69.3		%	68.1		%	64.6		%	64.3		%	66.5		%
Broadspire	39,524			39,595			39,144			40,906			159,169
% of related revenues before reimbursements	56.7		%	53.7		%	52.7		%	54.2		%	54.3		%
Garden City Group	25,402			23,923			21,448			19,590			90,363
% of related revenues before reimbursements	68.0		%	69.7		%	74.4		%	70.8		%	70.5		%
Total	$	188,666		$	191,789		$	180,174		$	175,770		$	736,399
% of Revenues before reimbursements	65.6		%	63.0		%	61.4		%	61.7		%	62.9		%
Expenses Other than Direct Compensation, Fringe
Benefits & Non-Employee Labor:
U.S. Services	$	14,698		$	16,908		$	14,493		$	13,945		$	60,044
% of related revenues before reimbursements	26.0		%	25.3		%	23.3		%	24.6		%	24.7		%
International	35,788			40,200			37,388			37,350			150,726
% of related revenues before reimbursements	28.8		%	31.0		%	29.2		%	29.8		%	29.8		%
Broadspire	26,605			28,095			27,646			27,500			109,846
% of related revenues before reimbursements	38.2		%	38.2		%	37.3		%	36.5		%	37.5		%
Garden City Group	7,022			6,680			6,243			6,400			26,345
% of related revenues before reimbursements	18.8		%	19.5		%	21.6		%	23.1		%	20.5		%
Total, before reimbursements	84,113			91,883			85,770			85,195			346,961
% of Revenues before reimbursements	29.2		%	30.2		%	29.2		%	29.9		%	29.6		%
Reimbursements	18,839			20,018			16,649			15,629			71,135
Total	$	102,952		$	111,901		$	102,419		$	100,824		$	418,096
% of Revenues	33.6		%	34.5		%	33.0		%	33.6		%	33.7		%
Segment Operating Earnings (Loss):
U.S. Services	$	4,161		$	9,835		$	10,841		$	7,865		$	32,702
% of related revenues before reimbursements	7.3		%	14.7		%	17.5		%	13.8		%	13.5		%
International	2,343			1,167			7,974			7,315			18,799
% of related revenues before reimbursements	1.9		%	0.9		%	6.2		%	5.9		%	3.7		%
Broadspire	3,543			6,003			7,435			7,036			24,017
% of related revenues before reimbursements	5.1		%	8.1		%	10.0		%	9.3		%	8.2		%
Garden City Group	4,951			3,721			1,141			1,694			11,507
% of related revenues before reimbursements	13.2		%	10.8		%	4.0		%	6.1		%	9.0		%
Deduct:
Unallocated corporate and shared costs	(4,302		)	(3,043		)	(4,303		)	(4,957		)	(16,605		)
Net corporate interest expense	(1,864		)	(2,042		)	(2,332		)	(2,145		)	(8,383		)
Stock option expense	(149		)	(178		)	(30		)	(76		)	(433		)
Amortization of customer-relationship intangible assets	(2,098		)	(2,334		)	(2,350		)	(2,886		)	(9,668		)
Goodwill impairment charges	—			—			—			(49,314		)	(49,314		)
Restructuring and special charges	(1,063		)	(4,242		)	(11,078		)	(18,012		)	(34,395		)
Pretax Income (Loss)	5,522			8,887			7,298			(53,480		)	(31,773		)
Income tax (expense) benefit	(2,241		)	(4,709		)	(8,385		)	1,503			(13,832		)
Net Income (Loss)	3,281			4,178			(1,087		)	(51,977		)	(45,605		)
Net (income) loss attributable to noncontrolling interests	(295		)	(124		)	230			306			117
Net Income (Loss) Attributable to Shareholders of Crawford & Company	$	2,986		$	4,054		$	(857	)	$	(51,671	)	$	(45,488	)

Page 1 of 3

CRAWFORD & COMPANY 1001 SUMMIT BOULEVARD, ATLANTA, GEORGIA 30319 (404) 300-1000

Non-GAAP Presentation

In the normal course of business, our operating segments incur certain out-of-pocket expenses that are thereafter reimbursed by our clients. Under Generally Accepted Accounting Principles in the U.S. ("GAAP"), these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in our consolidated results of operations. In our presentation of our results of operations, we do not include a gross up of segment expenses and revenues for these pass-through reimbursed expenses. The amounts of reimbursed expenses and related revenues offset each other in our results of operations with no impact to our net income or operating earnings. A reconciliation of revenues before reimbursements to consolidated revenues determined in accordance with GAAP is self-evident in the attached Results of Operations by Quarter.

Adjusted EBITDA is used by management to evaluate, assess and benchmark our operational results and the Company believes that adjusted EBITDA is relevant and useful information widely used by analysts, investors and other interested parties. Adjusted EBITDA is defined as net income attributable to shareholders of Crawford & Company with adjustments for depreciation and amortization, net corporate interest expense, income taxes, restructuring and special charges, and stock compensation expense.

Operating earnings is the primary financial performance measure used by our senior management and chief operating decision maker ("CODM") to evaluate the financial performance of our Company and operating segments, and make resource allocation and certain compensation decisions. We believe this measure is useful to others in that it allows them to evaluate segment and consolidated operating performance using the same criteria used by our senior management and CODM. Consolidated operating earnings represent segment earnings including certain unallocated corporate and shared costs, but before net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring and special charges, income taxes, and net income or loss attributable to noncontrolling interests.

Unallocated corporate and shared costs represent expenses related to our chief executive officer and Board of Directors, certain provisions for bad debt allowances or subsequent recoveries such as those related to bankrupt clients, defined benefit pension costs or credits for our frozen U.S. pension plan, certain self-insurance costs and recoveries, and professional fees for corporate level projects that are not allocated to our individual operating segments but are included in our financial performance measure of consolidated operating earnings. Goodwill impairment, restructuring and special charges are non-core items not directly related to our normal business or operations, or our future performance.

Income taxes, net corporate interest expense, stock option expense, and amortization of customer-relationship intangible assets are recurring components of our net income, but they are not considered part of our consolidated or segment operating earnings because they are managed on a corporate-wide basis. Income taxes are calculated for the Company on a consolidated basis based on statutory rates in effect in the various jurisdictions in which we provide services, and varies significantly by jurisdiction. Net corporate interest expense results from capital structure decisions made by senior management and the Board of Directors and affecting the Company as a whole. Stock option expense represents the non-cash costs generally related to stock options and employee stock purchase plan expenses which are not allocated to our operating segments. Amortization expense is a non-cash expense for finite-lived customer-relationship and trade name intangible assets acquired in business combinations. None of these costs relate directly to the performance of our services or operating activities and, therefore, are excluded from segment operating earnings in order to better assess the results of each segment's operating activities on a consistent basis.

Page 2 of 3

CRAWFORD & COMPANY 1001 SUMMIT BOULEVARD, ATLANTA, GEORGIA 30319 (404) 300-1000

Neither adjusted EBITDA nor segment operating earnings are terms defined by GAAP. As a result, our definitions and measures of these terms may differ from similarly titled measures used by other companies. As a result, comparability to other companies may be limited.

Adjusted EBITDA

The table below shows our adjusted EBITDA, along with the reconciliation of net income (loss) attributable to shareholders of Crawford & Company on a GAAP basis to adjusted EBITDA, for each quarter of 2015 (in thousands):

2015 Quarterly Period	First		Second		Third			Fourth			Full Year
Net income (loss) attributable to shareholders of Crawford & Company	$	2,986	$	4,054	$	(857	)	$	(51,671	)	$	(45,488	)
Add:
Depreciation and amortization	10,815		10,592		10,812			11,279			43,498
Stock-based compensation	404		876		1,089			860			3,229
Net corporate interest expense	1,864		2,042		2,332			2,145			8,383
Goodwill impairment charges	—		—		—			49,314			49,314
Restructuring and special charges	1,063		4,242		11,078			18,012			34,395
Income taxes	2,241		4,709		8,385			(1,503		)	13,832
Adjusted EBITDA	$	19,373	$	26,515	$	32,839		$	28,436		$	107,163

Page 3 of 3